Corebridge Financial, Inc. 6.375% Junior Subordinated Notes due 2064 8-K Filings

Corebridge Financial, Inc. filed audited and unaudited financial statements of Equitable Holdings, Inc. and pro forma financials for “New Equitable” in connection with the previously announced merger among Corebridge, Equitable, and newly formed holding entities. The submission is intended for incorporation by reference into a Corebridge registration statement and related prospectus.

Equitable’s consolidated statements show 2025 revenue of $11.7 billion, down from $12.4 billion in 2024, and a net loss attributable to Equitable of $1.38 billion versus income of $1.28 billion in 2024, driven in part by investment losses and liability remeasurement. Net income available to common shareholders was a loss of $1.44 billion compared with a $1.20 billion profit in 2024. Total assets were $318.0 billion and total equity $1.5 billion at December 31, 2025.

Key 2025 actions include a large life reinsurance transaction with RGA, where Equitable ceded $12.3 billion of direct insurance liabilities and incurred a $1.1 billion loss on transferred assets, and a novation of legacy variable annuity reinsurance that produced a $499 million pre-tax loss. Market risk benefits remain significant, with MRB liabilities of $10.15 billion and purchased MRB assets of $5.26 billion. AllianceBernstein-related activity includes a tender offer costing $758 million, increasing Equitable’s economic interest in AB to about 68%.

Corebridge Financial reported Q2 2026 results, including net loss available to common shareholders of $16 million, or $0.04 per share, compared with a $660 million loss a year earlier. Adjusted after-tax operating income available to common shareholders was $512 million, and adjusted pre-tax operating income was $664 million, a 21% decrease from the prior-year quarter.

Core sources of income were $1.6 billion, 5% higher than the prior year, driven by higher fee and base spread income. Premiums and deposits were $9.1 billion, down 13%, primarily due to lower fixed and fixed indexed annuity sales, partially offset by increased guaranteed investment contract issuances and strong growth in Institutional Markets.

Holding company liquidity was $1.4 billion and the financial leverage ratio was 33.0%. The company returned $412 million to shareholders, including $300 million of share repurchases and $112 million of dividends, and declared a $0.25 per-share dividend payable September 30, 2026. Shareholders of Corebridge and Equitable Holdings approved their merger on July 30, 2026.

Corebridge Financial, Inc. stockholders approved the merger agreement with Equitable Holdings, Inc. at a July 30, 2026 special meeting. Of 445,768,608 shares outstanding as of June 22, 2026, a quorum of 366,791,290 shares (82.28%) was present. The merger proposal received 366,176,877 votes for, 119,470 against and 494,943 abstentions.

Stockholders also approved, on a non-binding advisory basis, potential transaction-related compensation for named executive officers and adopted the 2026 Employee Stock Purchase Plan. In a joint announcement, Corebridge and Equitable reported that approximately 99.96% and 97.24% of votes cast, respectively, supported the merger, which is expected to close by year-end 2026 subject to regulatory approvals and other customary conditions.

Corebridge Financial, Inc. has scheduled its 2026 annual meeting of stockholders for September 16, 2026 at 9:00 a.m. Eastern Time. Stockholders of record at the close of business on July 28, 2026 will be entitled to vote at the meeting.

Because the meeting date is more than thirty days after the 2025 meeting, deadlines for stockholder submissions have changed. Proposals for inclusion in the 2026 proxy statement under Rule 14a-8 must be received by July 24, 2026. Under the Company’s proxy access by-laws, qualifying stockholders may submit director nominees for inclusion in the proxy materials by July 11, 2026.

Other stockholder proposals or director nominations to be presented at the 2026 annual meeting but not included in the proxy statement, and notices required under the universal proxy rules, must also be delivered by July 11, 2026.

Corebridge Financial reported that it and Equitable Holdings have announced the proposed leadership team for their future combined company, to take effect when their previously announced all‑stock merger closes. Corebridge CEO Marc Costantini is expected to lead the combined company as Chief Executive Officer, and Equitable Holdings CEO Mark Pearson will serve as Executive Chair.

The merger is intended to create a leading retirement, life, wealth and asset management company with more than 12 million customers and $1.5 trillion in assets under management and administration. Closing is targeted by year‑end 2026, subject to shareholder and regulatory approvals and other customary conditions.

Corebridge Financial reported a first-quarter 2026 net loss of $53 million, or -$0.11 per share, a much smaller loss than the prior year. Adjusted after-tax operating income was $501 million, with operating EPS of $1.05, slightly above $1.02 a year earlier.

Adjusted pre-tax operating income was $629 million, down 11%, while premiums and deposits were $8.0 billion, a 10% decline, mainly from lower institutional and fixed annuity activity. Core sources of income excluding notable items rose 1% to $1.5 billion, helped by higher fee income.

The company highlighted strong capital return, sending $1.4 billion back to shareholders, including $1.3 billion of share repurchases, and holding company liquidity of $1.7 billion as of March 31, 2026. Management also emphasized progress toward closing its planned merger with Equitable and ongoing integration planning.

Corebridge Financial, Inc. announced governance changes linked to its partnership with Nippon Life Insurance Company. The Board elected Hirotaka Inoue, a Nippon Life designee, as a director effective April 21, 2026, replacing Minoru Kimura, who departs April 20, 2026.

Earlier, the Board reduced its size to eleven members and granted Nippon Life a waiver so it may continue to have three Nippon Life-designated directors despite the new Board size. The Board also determined Mr. Inoue qualifies as an independent director and appointed Nippon Life designee Tomohiro Yao to the Nominating and Corporate Governance Committee.

Mr. Inoue, a senior executive at Nippon Life with experience in global insurance regulation and financial policy, will not receive Board compensation from Corebridge under the Nippon Life Stockholder’s Agreement. Corebridge highlights that it manages more than $385 billion in assets under management and administration as of December 31, 2025.

Corebridge Financial, Inc. is providing an early look at first-quarter 2026 variable investment income ahead of its full results. Management currently estimates variable investment income of $15 million to $25 million (pre-tax), with positive alternative investment returns largely offset by unrealized mark-to-market losses on certain fair value investments reported in Adjusted Pre-Tax Operating Income.

The company also discloses that, in consultation with Equitable Holdings, Inc., it is exploring potential repurchases of its common stock before closing of their pending merger announced on March 26, 2026. Any such buybacks would require a waiver under the merger agreement and their timing, size and pricing would be at the company’s discretion. All figures are preliminary, unaudited and subject to change once full closing procedures for the quarter ended March 31, 2026 are complete.

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.

Corebridge Financial, Inc. entered into a Voting and Support Agreement with Nippon Life Insurance Company and Equitable Holdings, Inc. in connection with the previously announced merger between Corebridge and Equitable through newly formed holding companies. Nippon Life agrees to vote its Corebridge common stock in favor of the merger-related proposals and not transfer those shares before Corebridge stockholders approve the merger, subject to limited exceptions. Nippon Life also commits to use reasonable best efforts to obtain regulatory and governmental approvals and to keep Corebridge and Equitable informed about substantive regulatory communications. At closing, new stockholder and registration rights agreements between HoldCo and Nippon Life will replace existing agreements, and the Voting and Support Agreement will terminate upon closing, termination of the merger agreement, or certain other specified events.

Corebridge Financial is combining with Equitable Holdings in an all‑stock merger that values the new parent at about $22 billion. Each Corebridge share will convert into 1.0 new parent share, and each Equitable share into 1.55516 new parent shares, leaving Corebridge holders with roughly 51% of the combined company and Equitable holders with 49%.

The merged group will operate under the Equitable name, be listed on the NYSE, and be headquartered in Houston, with Marc Costantini as CEO and Mark Pearson as Executive Chair. Management targets more than $500 million of run‑rate cost synergies and immediate accretion to earnings per share and cash generation, rising to over 10% by the end of 2028. Closing, expected by year‑end 2026, depends on shareholder approvals, extensive insurance and antitrust clearances, SEC effectiveness of an S‑4, and consent from Equitable clients representing 75% of certain recurring fees. The agreement includes reciprocal termination fees of $475 million in specified failure or competing‑bid scenarios and an outside date of December 26 2026, with potential extensions for regulatory delay.

Corebridge Financial, Inc. reported that directors Rose Marie Glazer and Adam Burk resigned from its Board effective at the close of business on March 23, 2026. The company stated their resignations were not related to any disagreement over operations, policies, or practices.

The resignations follow Corebridge’s repurchase of common stock from American International Group, Inc. on February 17, 2026 at $30.42 per share for an aggregate of approximately $750 million, which reduced AIG’s ownership interest to about 5%. After this reduction, AIG’s right to designate Board members decreased and AIG then waived its remaining designation right, leading to the departure of its designees. The Board intends to reduce its size to eleven members from thirteen.

Corebridge Financial, Inc. reported that Minoru Kimura, one of the directors designated by Nippon Life Insurance Company, will leave its Board of Directors effective April 20, 2026. His departure is tied to Nippon’s normal personnel rotations and not to any disagreement over operations, policies, or practices.

Under a Stockholder’s Agreement dated December 9, 2024, Nippon may designate directors based on its share ownership percentage, as long as that percentage remains at least 5%. As of March 16, 2026, Nippon has the right to designate three directors and plans to nominate a replacement for Mr. Kimura, subject to the Board’s fiduciary review and compliance with applicable law.

Corebridge Financial, Inc. agreed to repurchase shares of its common stock from American International Group, Inc. under a Share Repurchase Agreement. The shares will be bought at $30.42 per share, which was the closing price on the NYSE on February 12, 2026.

The company expects, subject to customary closing conditions, to complete the repurchase for an aggregate purchase price of approximately $750 million on February 17, 2026. The full terms are set out in the Share Repurchase Agreement filed as Exhibit 10.1.

Corebridge Financial reported mixed fourth quarter and full-year 2025 results. In Q4, net income was $814 million, or $1.59 per share, while adjusted after-tax operating income was $626 million and operating EPS was $1.22. Premiums and deposits reached $10.1 billion, and the company returned $1.2 billion to shareholders, including $1.1 billion of share repurchases.

For 2025, Corebridge recorded a net loss of $366 million, or $(0.68) per share, mainly due to realized losses tied to Fortitude Re funds withheld derivatives and market risk benefits, while adjusted after-tax operating income was a solid $2.4 billion with operating EPS of $4.42. Full-year premiums and deposits were $41.7 billion, up 4% from 2024, and the company returned $2.6 billion to shareholders, a 110% payout ratio, driven largely by $2.1 billion of share repurchases.

Capital and liquidity remained strong, with a Life Fleet RBC ratio of 430–440%, holding company liquidity of $2.3 billion as of December 31, 2025, and a financial leverage ratio of 30.8%. The Board approved a 4% increase in the common dividend to $0.25 per share, payable March 31, 2026.

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.

Corebridge Financial, Inc. reported that Christina Banthin resigned from its Board of Directors, effective as of the close of business on November 17, 2025. The company states that her resignation was not due to any disagreement regarding operations, policies, or practices.

The change follows American International Group, Inc.’s sale of 32,600,000 shares of Corebridge common stock on November 4, 2025, which reduced from three to two the number of Board members AIG is entitled to designate under an existing separation agreement and its amendment. After Ms. Banthin’s departure, the Board reduced its authorized size to thirteen directors from fourteen.

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 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. 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 announced that Chief Financial Officer Elias Habayeb intends to resign, with a six‑month notice and transition period ending on April 24, 2026. The company stated his decision is not due to any disagreements regarding financial statements, internal control over financial reporting, operations, policies, or practices.

The company furnished a press release dated October 31, 2025 as Exhibit 99.1 under Item 7.01. Materials furnished under Item 7.01 are not deemed filed or incorporated by reference unless expressly stated.

Corebridge Financial, Inc. appointed Tomohiro Yao to its Board of Directors, effective October 23, 2025, and expanded the board from 13 to 14 seats. Yao was also named to the Compensation and Management Development Committee, while Minoru Kimura resigned from that committee.

The Board determined Yao is an independent director under NYSE standards and a non-employee director under Rule 16b-3. His appointment is pursuant to the Stockholder’s Agreement with Nippon Life Insurance Company, under which he will not receive company compensation for board or committee service. The company issued a press release, furnished as Exhibit 99.1.

Corebridge Financial, Inc. furnished an update on how it reports its business segments following the closing of certain transactions under a Master Transaction Agreement involving American General Life Insurance Company, The United States Life Insurance Company in the City of New York, and Corporate Solutions Life Reinsurance Company on August 1, 2025.

Beginning in the third quarter of 2025, the company will report its variable annuity business, previously included in the Individual Retirement segment, within the Corporate and Other segment and will exclude this business from Adjusted Pre-tax Operating Income (APTOI). Corebridge has published a financial supplement with recast historical segment results, including reconciliations of certain non-GAAP measures to GAAP, and states that these segment changes do not affect its previously reported consolidated financial statements. The information, including Exhibit 99.1, is being furnished to the SEC rather than filed.

Corebridge Financial, Inc. approved special retention equity awards for two senior leaders to support leadership continuity and talent retention. On September 19, 2025, the Compensation and Management Development Committee granted time-vested restricted stock units to Elias Habayeb with a Grant Date value of $2,000,000 and to Lisa Longino with a Grant Date value of $1,500,000.

Each award will cliff vest on September 30, 2027, meaning 100% vests at that time if the executive remains employed through the vesting date. The awards are subject to accelerated vesting if the executive is terminated without Cause or resigns for Good Reason, as defined in the company’s 2022 omnibus and long-term incentive plans under which these RSUs were granted.