Corebridge Finl Inc SEC Filings

Corebridge Financial, Inc. reported that it has closed a public offering of 500,000 shares of its 6.875% Fixed Rate Reset Non-Cumulative Preferred Stock, Series A. These preferred shares were issued under an effective Form S-3 shelf registration statement.

The new Series A Preferred Stock includes terms that can restrict the company’s ability to pay dividends on, or repurchase, junior securities such as common stock if dividends on the Series A Preferred Stock or any equally ranking preferred stock are not fully declared and paid or set aside for the latest dividend period. If only partial dividends are declared on the Series A Preferred Stock and any preferred stock that ranks equally with it, dividends for that period on all such series must be paid on a pro rata basis.

To implement these terms, Corebridge filed a Certificate of Designations in Delaware establishing the preferences, limitations and relative rights of the Series A Preferred Stock, effective upon filing. The company also entered into an underwriting agreement with a syndicate of major investment banks and obtained a legal opinion from Debevoise & Plimpton LLP confirming the validity of the new preferred shares.

Corebridge Financial, Inc. launched a primary offering of 500,000 shares of its 6.875% Fixed Rate Reset Non‑Cumulative Preferred Stock, Series A, each with a $1,000 liquidation preference. The shares are priced to the public at $1,000 per share for $500,000,000 gross proceeds, with a $5,000,000 underwriting discount, yielding $495,000,000 before expenses and expected net proceeds of approximately $492.6 million. The company plans to use the proceeds for general corporate purposes, including capital contributions to its insurance subsidiaries to support organic growth.

Dividends, if declared, are non‑cumulative and payable semi‑annually on June 1 and December 1, starting June 1, 2026, at 6.875% until December 1, 2030, then reset every five years at the five‑year Treasury rate + 3.181%. The shares are perpetual, non‑voting (with limited protective rights), and will not be listed on an exchange. Corebridge may redeem: within 90 days of a rating agency event at $1,020 per share, or upon a regulatory capital event or on any dividend payment date on or after the first reset date at $1,000 per share, in each case plus any declared and unpaid dividends.

Corebridge Financial filed a preliminary prospectus supplement for a primary offering of its Series A Fixed Rate Reset Non‑Cumulative Preferred Stock, each with a $1,000 liquidation preference. Dividends are payable only if declared, semi‑annually in arrears on June 1 and December 1, beginning June 1, 2026. The dividend rate is fixed until December 1, 2030 and then resets every five years at the five‑year U.S. Treasury rate plus a spread.

Corebridge may redeem the shares at $1,020 per share within 90 days of a “rating agency event,” and at $1,000 per share within 90 days of a “regulatory capital event,” or on any dividend payment date on or after the first reset date, in each case plus any declared and unpaid dividends to, but excluding, the redemption date. The preferred stock has no voting rights except in limited circumstances, is perpetual, and will not be listed on an exchange. Net proceeds are intended for general corporate purposes, including capital contributions to insurance subsidiaries to support organic growth.

Corebridge Financial entered into an underwriting agreement in which American International Group, Inc. will sell 32,600,000 shares of Corebridge common stock at $31.0300 per share to J.P. Morgan Securities LLC. Corebridge also agreed, subject to the completion of the offering, to purchase 16,113,438 of the shares from the underwriter at the same per share price.

Proceeds from the share sale go to the selling stockholder, while Corebridge would use cash to repurchase shares from the underwriter at the agreed price. The filing includes the underwriting agreement as Exhibit 1.1 and a legal opinion as Exhibit 5.1.

Corebridge Financial, Inc. reported insider activity: A director filed a Form 4 showing a sale of 32,600,000 shares of common stock at $31.10 on November 4, 2025. Following the transaction, the reporting person beneficially owns 50,111,853 shares, held directly.

Corebridge Financial, Inc. furnished an 8‑K announcing it issued a press release with financial results for the three and nine months ended September 30, 2025. The press release is provided as Exhibit 99.1 and is incorporated by reference. Under Item 2.02, the information is being “furnished” and not deemed “filed” under the Exchange Act.

The company lists its securities as CRBG (Common Stock) and CRBD (6.375% Junior Subordinated Notes), both on the NYSE. The cover page Inline XBRL data is included as Exhibit 104.

Corebridge Financial, Inc. received an updated ownership report from American International Group, Inc. (AIG) via Schedule 13G/A (Amendment No. 4). AIG reports beneficial ownership of 82,711,853 shares of Corebridge common stock, representing 15.5% of the class. AIG holds sole voting and sole dispositive power over the same number of shares, with no shared voting or dispositive power disclosed.