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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 6, 2025
(November 4, 2025)
Corebridge Financial, Inc.
(Exact name of Registrant as Specified in Its Charter)
| | | | | | | | | | | |
| Delaware | 001-41504 | 95-4715639 |
| (State or Other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
| | | |
2919 Allen Parkway, Woodson Tower, | | |
| Houston, | Texas | | 77019 |
| (Address of Principal Executive Offices) | | (Zip Code) |
1-877-375-2422
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| | | | | |
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | | | | | | | |
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock | | CRBG | | New York Stock Exchange |
| 6.375% Junior Subordinated Notes | | CRBD | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01Other Events
Underwriting Agreement
On November 4, 2025, Corebridge Financial, Inc. (the “Company”), American International Group, Inc. (the “Selling Stockholder”), and J.P. Morgan Securities LLC (the “Underwriter”) entered into an underwriting agreement (the “Underwriting Agreement”) pursuant to which the Selling Stockholder agreed to sell to the Underwriter, and the Underwriter agreed to purchase from the Selling Stockholder, subject to and upon the terms and conditions set forth therein, 32,600,000 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), at a price of $31.0300 per share. The Company also agreed, subject to the completion of the offering, to purchase 16,113,438 shares of Common Stock sold to the Underwriter at the same per share price paid by the Underwriter to the Selling Stockholders in the offering.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the copy thereof, which is filed herewith as Exhibit 1.1 and is incorporated herein by reference. The opinion of Debevoise & Plimpton LLP, relating to the validity of the Common Stock, is filed as Exhibit 5.1 hereto.
Item 9.01Financial Statements and Exhibits
(d) Exhibits.
| | | | | | | | |
| Exhibit Number | | Description |
| | |
| 1.1 | | Underwriting Agreement, dated November 4, 2025, between Corebridge Financial, Inc., American International Group, Inc., and J.P. Morgan Securities LLC. |
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| 5.1 | | Opinion of Debevoise & Plimpton LLP. |
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| 23.1 | | Consent of Debevoise & Plimpton LLP (contained in Exhibit 5.1). |
| | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | | | | | | | | | |
| Date: November 6, 2025 | | Corebridge Financial, Inc. |
| | |
| | By: | | /s/ Elias Habayeb |
| | | | Name: Elias Habayeb |
| | | | Title: Chief Financial Officer |
