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Corebridge Financial (NYSE: CRBG) appoints interim CFO during planned Equitable merger

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(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Corebridge Financial, Inc. has appointed Chief Accounting Officer Christopher Filiaggi as Interim Chief Financial Officer effective April 24, 2026, succeeding current CFO Elias Habayeb. Filiaggi will serve as both Interim Chief Financial Officer and Chief Accounting Officer as the company prepares for its planned merger with Equitable Holdings.

In connection with his appointment, Filiaggi received a time-vested restricted stock unit retention award with a grant date value of $750,000, vesting on April 1, 2028, subject to continued employment and certain termination protections, and his 2026 target short-term incentive award increased to $800,000 from $400,000. Corebridge notes it had more than $385 billion in assets under management and administration as of December 31, 2025.

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Insights

Corebridge installs an internal interim CFO with retention incentives during its planned merger process.

The company is elevating its Chief Accounting Officer, Christopher Filiaggi, to Interim Chief Financial Officer as of April 24, 2026. This keeps leadership within the existing finance team while the business advances a planned merger with Equitable Holdings.

To support continuity, Corebridge granted a retention award of RSUs valued at $750,000 that vest on April 1, 2028, along with increasing Filiaggi’s 2026 target short-term incentive to $800,000. These terms aim to maintain stable financial leadership through closing, after which Equitable’s CFO is expected to assume the combined-company role.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
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, and exhibit attachments filed with this report.
Retention RSU award $750,000 Grant date value of time-vested restricted stock units for interim CFO appointment
2026 target short-term incentive $800,000 Increased from $400,000 for Christopher Filiaggi as interim CFO
Prior 2026 target short-term incentive $400,000 Target bonus before increase tied to interim CFO appointment
Assets under management and administration $385 billion Corebridge AUM and administration as of December 31, 2025
RSU vesting date April 1, 2028 Vesting date for 100% of the $750,000 retention RSU award
Effective date of interim CFO role April 24, 2026 Date Christopher Filiaggi becomes Interim Chief Financial Officer
Interim Chief Financial Officer financial
"announced the appointment of Christopher Filiaggi, the Company’s Chief Accounting Officer, as Interim Chief Financial Officer"
An interim chief financial officer is a temporary leader responsible for managing a company's financial activities, such as budgeting, financial planning, and reporting, during a transitional period. Think of it as filling in for a key manager until a permanent replacement is found. For investors, this role is important because it ensures financial stability and clear guidance during times of change or uncertainty.
restricted stock units financial
"a special retention equity award in the form of time-vested restricted stock units (RSUs) with a grant date value of $750,000"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
2022 Omnibus Incentive Plan financial
"granted under, and pursuant to the terms and conditions of, the Corebridge Financial, Inc. 2022 Omnibus Incentive Plan"
Executive Severance Plan financial
"remains eligible to participate in the Corebridge Executive Severance Plan, as amended and restated"
Registration Statement on Form S-4 regulatory
"may become the subject of a Registration Statement on Form S-4 to be filed by the new parent company"
A registration statement on Form S-4 is a formal filing with the U.S. Securities and Exchange Commission used when a company issues shares or other securities as part of a merger, acquisition, exchange offer or similar corporate deal. It bundles the transaction terms, financial statements, risk factors and shareholder vote materials so investors can assess the deal; think of it as a detailed prospectus or buyer’s packet that explains what you would own and how the deal could change your stake.
joint proxy statement/prospectus regulatory
"The Registration Statement will include a joint proxy statement of Corebridge and Equitable Holdings that will also constitute a prospectus"
A joint proxy statement/prospectus is a single, combined document that both asks shareholders to vote on a proposed transaction and provides the detailed information required when new securities are being offered. Think of it as a combined ballot and product brochure that explains the deal, the companies’ finances, key risks and how ownership will change. Investors rely on it to understand the terms, evaluate risks and make informed voting and investment decisions.

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): April 15, 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 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
On April 15, 2026, Corebridge Financial, Inc. (the Company) announced the appointment of Christopher Filiaggi, the Company’s Chief Accounting Officer, as Interim Chief Financial Officer of the Company effective April 24, 2026. Mr. Filiaggi will serve as Interim Chief Financial Officer and Chief Accounting Officer. As previously disclosed, Elias Habayeb will resign from his role as the Company’s Chief Financial Officer effective April 24, 2026.

Mr. Filiaggi, age 44, has served as the Company’s Chief Accounting Officer since June 2023, and he served as the Company’s Senior Vice President and Controller from September 2022 to June 2023. As Chief Accounting Officer, Mr. Filiaggi oversees all aspects of the Company’s financial reporting, including GAAP, statutory accounting and SOX compliance. Mr. Filiaggi joined American International Group, Inc. (AIG) in July 2019 as a Director and from September 2021 until he joined the Company, he served as the Controller for Life and Retirement at AIG.  Prior to joining AIG in 2019, Mr. Filiaggi was a director in the audit practice of PricewaterhouseCoopers LLP (PwC), which included two years in PwC’s National Office.

There are no arrangements or understandings between Mr. Filiaggi and any other person pursuant to which he was appointed as Interim Chief Financial Officer of the Company. There are no family relationships between Mr. Filiaggi and any director or executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer of the Company. Mr. Filiaggi has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

In connection with his appointment as Interim Chief Financial Officer, Mr. Filiaggi received (i) a special retention equity award (the Retention Equity Award) in the form of time-vested restricted stock units (RSUs) with a grant date value of $750,000 and (ii) an increase in his target short-term incentive award for 2026 to $800,000 from $400,000.

One hundred percent (100%) of the Retention Equity Award will vest on April 1, 2028, subject to Mr. Filiaggi’s continued employment with the Company through the vesting date, subject to accelerated vesting upon Mr. Filiaggi’s termination of employment without Cause or resignation for Good Reason, each as defined in the 2022 Plan (as defined below).

The Retention Equity Award was granted under, and pursuant to the terms and conditions of, the Corebridge Financial, Inc. 2022 Omnibus Incentive Plan, as amended and restated, the Corebridge Financial, Inc. Long-Term Incentive Plan, as amended and restated, and the Form of Corebridge Financial, Inc. Long Term Incentive Plan, Long Term Incentive Award Agreement, which are respectively filed as Exhibit 10.48, Exhibit 10.55 and Exhibit 10.54 to the Company’s Annual Report on Form 10-K (the Annual Report) filed with the SEC on February 11, 2026 (collectively, the 2022 Plan). Additionally, following his appointment as Interim Chief Financial Officer, Mr. Filiaggi remains eligible to participate in the Corebridge Executive Severance Plan, as amended and restated, in accordance with the terms of such plan, which is filed as Exhibit 10.43 to the Annual Report.

Item 8.01
Other Events.
 
On April 15, 2026, the Company issued a press release announcing the appointment of Christopher Filiaggi as the Company’s Interim Chief Financial Officer effective on April 24, 2026. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01.

Item 9.01
Financial Statements and Exhibits.
 
(d)          Exhibits.

Exhibit Number
 
Description
     
Exhibit Number
 
Description
 
 
 
99.1
 
Press Release of Corebridge Financial, Inc.
 
 
 
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:
April 15, 2026
By:
/s/Jeannette N. Pina
     
Name:
Jeannette N. Pina
     
Title:
Deputy General Counsel and Corporate Secretary

 


Exhibit 99.1

FOR IMMEDIATE RELEASE

Corebridge Financial Names Christopher Filiaggi
as Interim Chief Financial Officer

HOUSTON – April 15, 2026 – Corebridge Financial, Inc. (“Corebridge” or the “Company”) (NYSE: CRBG) today announced the appointment of the Company’s Chief Accounting Officer Christopher Filiaggi as Interim Chief Financial Officer, effective April 24, 2026. Filiaggi will report to Marc Costantini, President and Chief Executive Officer, and join the Executive Leadership Team.

Filiaggi will serve as Interim Chief Financial Officer while the Company prepares for its planned merger (the “Proposed Transaction”) with Equitable Holdings, Inc. (“Equitable Holdings”). In this role, he will provide continuity, disciplined execution and steady financial leadership as Corebridge advances toward the combination.

“Chris is a deeply respected leader within our world-class finance team, with the experience and judgment to guide the organization through this transition,” said Costantini. “This internal appointment reflects the depth of talent and financial acumen we have at Corebridge.”

Filiaggi has served as Chief Accounting Officer for Corebridge since June 2023, overseeing financial reporting, accounting policy and internal controls. Prior to this role, he held finance leadership positions with Corebridge and American International Group, Inc. (AIG). Previously, Filiaggi was with PricewaterhouseCoopers LLP, advising insurance clients on accounting policies and regulatory compliance.

This appointment follows the previously announced transition of the Company’s current Chief Financial Officer, Elias Habayeb, who will continue with Corebridge through April 24, 2026. Filiaggi will remain in the interim role until the closing of the Proposed Transaction, when Robin M. Raju, Chief Financial Officer of Equitable Holdings, will serve as Chief Financial Officer of the combined company.

# # #

About Corebridge Financial

Corebridge Financial, Inc. makes it possible for more people to take action in their financial lives. With more than $385 billion in assets under management and administration as of December 31, 2025, Corebridge Financial is one of the largest providers of retirement solutions and insurance products in the United States. We proudly partner with financial professionals and institutions to help individuals plan, save for and achieve secure financial futures. For more information, visit corebridgefinancial.com and follow us on LinkedIn.


Contacts
Işıl Müderrisoğlu (Investors): investorrelations@corebridgefinancial.com
Paul Miles (Media): media.contact@corebridgefinancial.com


FOR IMMEDIATE RELEASE
Cautionary Statement Regarding Forward-Looking Information

This press release includes statements, which, to the extent they are not statements of historical or present fact, constitute “forward looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements, and any related oral statements, can be identified by the use of terms such as “believes,” “expects,” “may,” “will,” “shall,” “should,” “would,” “could,” “seeks,” “aims,” “projects,” “forecasts,” “intends,” “targets,” “plans,” “estimates,” “anticipates,” “goals,” “guidance,” “formidable,” “preliminary,” “objective,” “continue,” “drive,” “improve,” “superior,” “robust,” “positioned,” “resilient,” “vision,” “potential,” “immediate,” and similar expressions or the negative of those expressions or verbs. We caution you that forward-looking statements are not guarantees of future performance or outcomes. Forward-looking statements are not historical facts but instead represent only our beliefs regarding future events, which may by their nature be inherently uncertain, and some of which may be outside our control. These statements include, but are not limited to, statements about the expected timing and completion of the Proposed Transaction, the anticipated benefits of the Proposed Transaction, including estimated synergies and projected cost savings, and plans and expectations for Corebridge, Equitable Holdings or their new parent company after completion of the Proposed Transaction.

Such forward-looking statements are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. Key factors include, among others, the ability to complete the Proposed Transaction on the timeframe or on the terms currently anticipated or at all, including due to a failure to obtain requisite stockholder, stock exchange, regulatory, governmental or other approvals; risks related to difficulties, inabilities or delays in integrating the parties’ businesses; the ability to realize the anticipated benefits of the Proposed Transaction, including estimated run-rate expense synergies and projected cost savings at the times, and to the extent, anticipated, as well as expected operating earning and cashflow generation; the occurrence of any event, change or other circumstance that could give rise to the right of either or both parties to terminate the merger agreement; the potential impact of the announcement or consummation of the Proposed Transaction on Corebridge or Equitable Holdings’ stock price and on their respective business, contractual and operational relationships (including with regulatory bodies, employees, suppliers, clients and competitors); risks related to business disruptions from the Proposed Transaction that may harm the business or current plans and operations of either or both parties, including diversion of management time from ongoing business operations; the risk that the Proposed Transaction and its announcement could have an adverse effect on the ability of either or both parties to hire and retain key personnel; the parties’ ability to raise debt on favorable terms or at all; the outcome of any legal proceedings that may be instituted against Corebridge, Equitable Holdings, their new parent company or their respective directors; restrictions on the conduct of Corebridge and Equitable Holdings’ respective businesses prior to the closing of the Proposed Transaction and on each their ability to pursue alternatives to the Proposed Transaction; the possibility that the Proposed Transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events, or unforeseen or unknown liabilities; the deterioration of economic conditions; geopolitical tensions; the potential impact of a downgrade in Corebridge or Equitable Holdings’ Insurer Financial Strength ratings or credit ratings or of the new parent company of Corebridge and Equitable Holdings following completion of the Proposed Transaction; other factors that may affect future results of Corebridge and Equitable Holdings; and management’s response to any of the aforementioned factors.


FOR IMMEDIATE RELEASE
The foregoing list of factors is not exhaustive. You should carefully consider these factors and the other risks and uncertainties described in the “Risk Factors” section of the new parent company’s Registration Statement on Form S-4 discussed below and other documents filed or furnished by Corebridge and Equitable Holdings from time to time with the U.S. Securities and Exchange Commission (the “SEC”), including their Annual Reports on Form 10-K for the year ended December 31, 2025. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. If any of these risks materialize or our assumptions prove incorrect, actual events and results could differ materially from those contained in the forward-looking statements. There may be additional risks that neither Corebridge nor Equitable Holdings presently know or that Corebridge and Equitable Holdings currently believe are immaterial that could also cause actual events and results to differ materially from those contained in the forward-looking statements. In addition, forward-looking statements reflect Corebridge and Equitable Holdings’ expectations, plans or forecasts of future events and views as of the date of this press release. Corebridge and Equitable Holdings anticipate that subsequent events and developments will cause Corebridge and Equitable Holdings’ assessments to change. While Corebridge and Equitable Holdings may elect to update these forward-looking statements at some point in the future, Corebridge and Equitable Holdings specifically disclaim any obligation to do so, unless required by applicable law. Neither Corebridge nor Equitable Holdings gives any assurance that Corebridge, Equitable Holdings or their new parent company will achieve the results or other matters set forth in the forward-looking statements.

No Offer or Solicitation

This press release is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended (the “Securities Act”), or in a transaction exempt from the registration requirements of the Securities Act.

Important Information and Where to Find It

This press release relates to the Proposed Transaction that may become the subject of a Registration Statement on Form S-4 to be filed by the new parent company with the SEC. The Registration Statement will include a joint proxy statement of Corebridge and Equitable Holdings that will also constitute a prospectus of the new parent company. After the Registration Statement has been declared effective, the definitive joint proxy statement/prospectus will be mailed to the stockholders of each of Corebridge and Equitable Holdings. This press release is not a substitute for the Registration Statement that the new parent company intends to file with the SEC or any other documents that may be sent to Corebridge’s stockholders or Equitable Holdings’ stockholders in connection with the Proposed Transaction.

INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM S-4 AND THE JOINT PROXY STATEMENT/PROSPECTUS WHEN THEY BECOME AVAILABLE, AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH, OR FURNISHED TO, THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE INTO THE JOINT PROXY STATEMENT/PROSPECTUS, BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION REGARDING COREBRIDGE, EQUITABLE HOLDINGS, THEIR NEW PARENT COMPANY, THE PROPOSED TRANSACTION AND RELATED MATTERS.


FOR IMMEDIATE RELEASE
Investors and security holders may obtain free copies of these documents and other documents filed with the SEC by Corebridge or Equitable Holdings through the website maintained by the SEC at http://www.sec.gov or from Corebridge at its website, https://www.corebridgefinancial.com, or from Equitable Holdings at its website, https://equitableholdings.com (information included on or accessible through either of Corebridge or Equitable Holdings’ website is not incorporated by reference into this press release).

Participants in the Solicitation

Corebridge and Equitable Holdings and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Corebridge’s stockholders or Equitable Holdings’ stockholders in connection with the Proposed Transaction under the rules of the SEC. Information about the directors and executive officers of Corebridge, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in Corebridge’s definitive proxy statement for its 2025 Annual Meeting of Stockholders, which was filed with the SEC on April 16, 2025, including under the headings “Compensation Discussion and Analysis,” “Compensation Tables” and “Security Ownership of 5% Beneficial Owners, Directors and Executive Officers.” To the extent holdings of Corebridge’s common stock by the directors and executive officers of Corebridge have changed or do change from the amounts of Corebridge’s common stock held by such persons as reflected therein, such changes have been or will be reflected on Initial Statements of Beneficial Ownership of Securities on Form 3 (“Form 3”), Statements of Changes in Beneficial Ownership on Form 4 (“Form 4”) or Annual Statements of Changes in Beneficial Ownership of Securities on Form 5 (“Form 5”), in each case filed with the SEC. Information about the directors and executive officers of Equitable Holdings, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in Equitable Holdings’ definitive proxy statement for its 2025 Annual Meeting of Stockholders, which was filed with the SEC on April 4, 2025, including under the headings “Executive Compensation” and “Certain Relationships and Related Person Transactions.” To the extent holdings of Equitable Holdings’ common stock by the directors and executive officers of Equitable Holdings have changed or do change from the amounts of Equitable Holdings’ common stock held by such persons as reflected therein, such changes have been or will be reflected on Forms 3, Forms 4 or Forms 5, in each case filed with the SEC. Other information regarding persons who may, under the rules of the SEC, be deemed participants in the proxy solicitation of Corebridge or Equitable Holdings’ stockholders in connection with the Proposed Transaction and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the Registration Statement. You may obtain free copies of these documents at the SEC’s website at www.sec.gov. Copies of documents filed with the SEC by Corebridge or Equitable Holdings will also be available free of charge from Corebridge or Equitable Holdings using the contact information above.



FAQ

What executive leadership change did Corebridge Financial (CRBD) announce?

Corebridge Financial appointed Chief Accounting Officer Christopher Filiaggi as Interim Chief Financial Officer, effective April 24, 2026. He will hold both the interim CFO and Chief Accounting Officer roles while the company advances its planned merger with Equitable Holdings, providing continuity in financial leadership.

What compensation changes did Corebridge approve for interim CFO Christopher Filiaggi?

In connection with his interim CFO appointment, Christopher Filiaggi received a time-vested RSU retention award valued at $750,000 and an increase in his 2026 target short-term incentive award to $800,000 from $400,000. The RSUs vest on April 1, 2028, subject to continued employment and specified protections.

How long will Christopher Filiaggi serve as Corebridge’s interim CFO?

Christopher Filiaggi will serve as Interim Chief Financial Officer while Corebridge prepares for its planned merger with Equitable Holdings. He is expected to remain in the interim role until the closing of the proposed transaction, when Equitable Holdings’ CFO, Robin M. Raju, will become CFO of the combined company.

What are the key terms of Christopher Filiaggi’s $750,000 RSU retention award at Corebridge?

The retention award consists of restricted stock units with a grant date value of $750,000 that are 100% time-vested on April 1, 2028. Vesting requires Filiaggi’s continued employment through that date, with accelerated vesting possible upon certain terminations without Cause or resignations for Good Reason under the 2022 Plan.

How large is Corebridge Financial’s business as described in this filing?

Corebridge Financial reports more than $385 billion in assets under management and administration as of December 31, 2025. This scale supports its position as one of the larger U.S. providers of retirement solutions and insurance products, partnering with financial professionals and institutions nationwide.

How is the interim CFO appointment connected to Corebridge’s planned merger with Equitable Holdings?

Corebridge states that Filiaggi will provide continuity, disciplined execution and steady financial leadership while it prepares for a planned merger with Equitable Holdings. After the proposed transaction closes, Equitable Holdings’ CFO, Robin M. Raju, is expected to serve as CFO of the combined company.

Filing Exhibits & Attachments

5 documents