Corebridge: AIG to sell 32,600,000 shares; company to buy 16,113,438

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.

Rhea-AI Filing Summary

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.

Insights

Capital markets analyst

Secondary sale by AIG with a simultaneous issuer repurchase at $31.0300.

AIG, the selling stockholder, agreed to sell 32,600,000 Corebridge shares to J.P. Morgan Securities LLC at $31.0300 per share. Corebridge agreed, subject to completion of the offering, to buy back 16,113,438 of those shares at the same price. This is a secondary transaction paired with an issuer repurchase.

Cash flows are split: sale proceeds go to the selling stockholder; Corebridge would pay cash to the underwriter for its repurchase. The agreement and legal opinion are filed as Exhibits 1.1 and 5.1, respectively.

The actual impact depends on closing and final settlement mechanics; subsequent filings may provide additional details on completion.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Corebridge (CRBG/CRBD) announce in the 8-K?

Corebridge disclosed an underwriting agreement where AIG will sell 32,600,000 Corebridge common shares at $31.0300 per share to J.P. Morgan, with Corebridge agreeing to repurchase 16,113,438 shares at the same price, subject to completion.

How many Corebridge shares is AIG selling and at what price?

AIG agreed to sell 32,600,000 Corebridge common shares at $31.0300 per share.

How many shares will Corebridge repurchase and at what price?

Corebridge agreed to purchase 16,113,438 shares from the underwriter at the same $31.0300 per share, subject to completion of the offering.

Who receives the sale proceeds from this transaction?

Proceeds from the share sale go to the selling stockholder, American International Group, Inc.

Which entities are party to the underwriting agreement?

Corebridge Financial, Inc., American International Group, Inc. (selling stockholder), and J.P. Morgan Securities LLC (underwriter).

What exhibits were filed with this 8-K?

Exhibit 1.1: Underwriting Agreement; Exhibit 5.1: Legal opinion of Debevoise & Plimpton LLP; Exhibit 23.1: Consent (in Exhibit 5.1); Exhibit 104: Cover Page iXBRL data.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 11/06/2025 - 04:31 PM Learn about SEC filing dates

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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)
☐			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))
☐			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.
5.1						Opinion of Debevoise & Plimpton LLP.
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