Corebridge Financial (NYSE: CRBD) closes SAAMCo sale and annuity reinsurance deal

Rhea-AI Filing Summary

Corebridge Financial, Inc. reports that it has completed a previously announced set of restructuring transactions under a Master Transaction Agreement involving its U.S. life insurance subsidiaries.

American General Life Insurance Company has sold all of the outstanding membership interests in SunAmerica Asset Management, LLC (SAAMCo), an indirect wholly owned subsidiary, to Venerable Holdings, Inc. or one of its affiliates, with this sale closing on January 1, 2026.

Separately, The United States Life Insurance Company in the City of New York has entered into a reinsurance agreement with Corporate Solutions Life Reinsurance Company, under which it cedes 100% of the applicable reinsured liabilities related to in-force individual retirement variable annuity contracts issued before the effective time of that agreement; this closing occurred on January 2, 2026. Corebridge states that all transactions under the Agreement are now closed and has furnished a press release as Exhibit 99.1 for additional details.

0001889539FALSE00018895392026-01-012026-01-010001889539us-gaap:CommonStockMember2026-01-012026-01-010001889539crbg:A6.375JuniorSubordinatedNotesDue2064Member2026-01-012026-01-01

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): January 1, 2026

Corebridge Financial, Inc.

(Exact name of registrant as specified in its charter)

Delaware						001-41504			95-4715639
(State or Other Jurisdiction of Incorporation)						(Commission File Number)			(IRS Employer Identification No.)
2919 Allen Parkway, Woodson Tower,
Houston,			Texas						77019
(Address of Principal Executive Offices)									(Zip Code)

Registrant’s telephone number, including area code: 1-877-375-2422

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 (see General Instruction A.2. below):

☐			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 7.01 Regulation FD Disclosure.

As previously announced by Corebridge Financial, Inc. (the “Company”), on June 25, 2025 subsidiaries of the Company, American General Life Insurance Company, a Texas-domiciled insurance company (“AGL”), and The United States Life Insurance Company in the City of New York, a New York-domiciled insurance company (“USL”), entered into a Master Transaction Agreement (the “Agreement”) with Corporate Solutions Life Reinsurance Company, an Iowa-domiciled insurance company (the “Reinsurer”), pursuant to which, among other things, subject to the terms and conditions thereof, at the applicable closing of the transactions contemplated thereby, USL and the Reinsurer, agreed to enter into coinsurance and modified coinsurance agreement (the “Reinsurance Agreement”). Under the terms of the Reinsurance Agreement, USL agreed to cede to Reinsurer 100% of the applicable reinsured liabilities with respect to in-force individual retirement variable annuity contracts issued prior to the effective time of the Reinsurance Agreement. In addition, AGL agreed to sell all of the outstanding membership interests in SunAmerica Asset Management, LLC, an indirect wholly-owned subsidiary of the Company (“SAAMCo”), to Venerable Holdings, Inc., a Delaware corporation, or one of its affiliates subject to customary terms and conditions.

The closing with respect to the sale of SAAMCo occurred on January 1, 2026, and the closing with respect to the Reinsurance Agreement with USL occurred on January 2, 2026. All transactions contemplated by the Agreement are now closed. On January 5, 2026, the Company issued a press release announcing such closings, and additional details can be found in such press release issued by the Company and furnished as Exhibit 99.1 to this Form 8-K.

The information in this Item 7.01, including the corresponding Exhibit 99.1, is being furnished with the Commission and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description of Exhibit
99.1						Press release of Corebridge Financial, Inc. dated January 5, 2026 (furnished herewith and not filed).
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Corebridge Financial, Inc.

Date:

January 5, 2026

By:

/s/ Polly Klane

Name:

Polly Klane

Title:

Executive Vice President and General Counsel

FAQ

What did Corebridge Financial (CRBD) disclose in this 8-K?

Corebridge Financial, Inc. disclosed that all transactions under a previously announced Master Transaction Agreement have closed, including the sale of SunAmerica Asset Management, LLC and a reinsurance agreement covering certain variable annuity liabilities.

What business did Corebridge sell as part of this transaction?

Corebridge, through American General Life Insurance Company, sold all outstanding membership interests in SunAmerica Asset Management, LLC (SAAMCo), an indirect wholly owned subsidiary, to Venerable Holdings, Inc. or one of its affiliates.

Which liabilities are covered by the new reinsurance agreement mentioned by Corebridge Financial?

Under the Reinsurance Agreement, The United States Life Insurance Company in the City of New York agreed to cede 100% of the applicable reinsured liabilities for in-force individual retirement variable annuity contracts issued before the effective time of the agreement.

When did the Corebridge sale of SAAMCo and the reinsurance closing occur?

The sale of SAAMCo closed on January 1, 2026, and the closing of the Reinsurance Agreement with Corporate Solutions Life Reinsurance Company occurred on January 2, 2026.

Does Corebridge consider all transactions under the Master Transaction Agreement completed?

Yes. Corebridge states that all transactions contemplated by the Master Transaction Agreement are now closed.

What additional information did Corebridge provide about these closings?

Corebridge issued a press release on January 5, 2026 with additional details about the closings, which is furnished as Exhibit 99.1 to this report.

Is the information about these Corebridge transactions considered filed or furnished with the SEC?

The company states that the information in Item 7.01, including Exhibit 99.1, is being furnished to the Commission and is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934.