Merger plans and 2026 vote at Corebridge Financial (NYSE: CRBD)

Rhea-AI Filing Summary

Corebridge Financial, a major U.S. provider of retirement and life insurance products, calls a virtual 2026 annual stockholder meeting for September 16, 2026. Stockholders are asked to elect 11 directors, approve 2025 compensation of Named Executive Officers on an advisory basis, and ratify PricewaterhouseCoopers LLP as independent auditor.

The company reports 2025 results of a $366 million net loss, or $0.68 net loss per share, with a (2.9)% return on average equity. On a non‑GAAP basis it highlights $4.42* operating earnings per share, $2.4 billion* adjusted after‑tax operating income, and an 11.5%* adjusted return on average equity.

Corebridge describes an all‑stock merger of equals with Equitable Holdings under a Merger Agreement using a new holding company that will be renamed Equitable Holdings, Inc. Boards and stockholders of both companies approved the transaction on July 30, 2026, and closing is anticipated around year‑end. On a pro forma basis by year‑end 2027, the combined firm is expected to generate more than $5 billion* of earnings, $4 billion** of cash and a 15%*** return on equity. The company emphasizes majority‑independent board oversight, a newly formed Risk Committee, proxy access and pay‑for‑performance executive compensation with substantial equity and clawback protections.

Filing Explained

If the merger closes before the 2027 meeting, Corebridge’s 2026 meeting is its last and current director terms end at closing.

The DEF 14A is the definitive proxy for the September 16, 2026 annual meeting; the merger approvals it references were completed on July 30, 2026, but the merger itself was not yet completed in this filing.

If the merger closes before the 2027 annual meeting, the 2026 meeting will be Corebridge’s final annual meeting, and director terms approved at it will expire when the merger becomes effective rather than necessarily running for the full one-year term.

The board was reduced from 13 to 11 members, AIG waived its board-designation right, and Corebridge granted Nippon a waiver allowing it to retain three board designees instead of the two otherwise permitted after the reduction.

Key Figures

Net loss: $366 million Net loss per share: $0.68 per share Return on average equity: (2.9)% +5 more

8 metrics

Net loss $366 million Net loss for the year ending December 31, 2025

Net loss per share $0.68 per share Net loss per share for the year ending December 31, 2025

Return on average equity (2.9)% Return on average equity for the year ending December 31, 2025

Operating earnings per share* $4.42* per share Non-GAAP operating earnings per common share for 2025

Adjusted after-tax operating income* $2.4 billion* Non-GAAP adjusted after-tax operating income for 2025

Adjusted return on average equity* 11.5%* Non-GAAP adjusted return on average equity for 2025

Pro forma earnings target* More than $5 billion* Expected combined-firm earnings by year-end 2027 on a pro forma basis

Annual meeting date September 16, 2026 Date of the 2026 virtual annual meeting of stockholders

Key Terms

merger of equals, enterprise risk management, proxy access, non-GAAP financial measure, +2 more

6 terms

merger of equals financial

"This merger of equals was the right decision at the right time"

A merger of equals is when two companies of similar size and value combine into a single business with shared ownership and leadership, rather than one company buying the other. Investors care because it reshuffles who owns and controls the combined company, aims to cut duplicate costs and strengthen market position, but also brings integration risks that can affect future profits and each company’s stock value.

enterprise risk management financial

"oversee and review our enterprise risk management (“ERM”) framework"

Enterprise Risk Management is a process companies use to identify, assess, and prepare for potential problems that could disrupt their success, like financial losses or reputation damage. It’s like a safety plan that helps a business stay strong and adapt quickly when unexpected challenges come up. This helps the company protect its future and keep running smoothly.

proxy access regulatory

"Our By-laws also permit eligible stockholders to include their own director nominees in our proxy"

Proxy access allows shareholders to include their nominated directors on a company’s official proxy ballot and meeting materials, instead of running separate, costly campaigns. It matters to investors because it makes it easier for shareholders to push for board change, hold management accountable, and influence strategy—similar to getting your preferred candidate listed on a neighborhood ballot rather than having to start an independent petition drive.

non-GAAP financial measure financial

"This is a non-GAAP financial measure used by Corebridge. For more information, see Appendix A."

A non-GAAP financial measure is a way companies present their financial results that excludes certain expenses or income to show how they believe their core business is performing. It matters because it can give a clearer picture of how the company is really doing, but it can also be used to make results look better than they actually are.

clawback financial

"Maintain robust risk management policies, including clawback, anti-hedging and pledging policies"

A clawback is a contractual or legal right to recover money that was already paid out—often executive bonuses, incentives, or erroneous payments—when certain conditions change, such as fraud, accounting mistakes, or failure to meet performance targets. It matters to investors because clawbacks protect shareholder value by discouraging risky or misleading behavior, can affect future cash flow and executive incentives, and signal stronger governance, much like a store recalling a refund after discovering it was issued in error.

say on pay financial

"Annual “Say on Pay” vote"

Say on pay is a shareholder vote—typically nonbinding—on a company’s executive compensation package, allowing investors to approve or reject how top managers are paid. Think of it as a public performance review: widespread disapproval can signal poor governance, prompt changes to pay practices, attract activist investors, and influence investor confidence and share value. It matters because it gives owners a direct way to influence compensation that affects company incentives and long-term performance.

Compensation Summary

Compensation details

Say-on-Pay

Say-on-Pay Result Advisory vote to approve the 2025 compensation of Corebridge’s Named Executive Officers.

Key Proposals

• Election of eleven director nominees for a one-year term ending at the 2027 annual meeting of stockholders.
• Advisory approval of 2025 compensation of Named Executive Officers.
• Ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026.

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Available on EDGAR 08/05/2026 - 04:07 PM Accepted by SEC EDGAR 08/05/2026 - 04:06 PM Learn about SEC filing dates

FAQ

What is Corebridge Financial (CRBD) asking stockholders to vote on at the 2026 annual meeting?

Corebridge seeks approval to elect 11 directors, hold an advisory vote on 2025 compensation for Named Executive Officers, and ratify PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2026, plus any other properly presented business.

When is Corebridge Financial (CRBD)’s 2026 annual meeting and how can I vote?

The virtual 2026 annual meeting is on September 16, 2026. Stockholders can vote by phone, online before the meeting, by mail until 11:59 p.m. ET on September 15, 2026, or online during the meeting before the polls close.

What 2025 financial results does Corebridge Financial (CRBD) highlight in the proxy materials?

Corebridge reports a $366 million net loss, or $0.68 net loss per share, and a (2.9)% return on average equity for 2025, while also presenting non‑GAAP figures including $2.4 billion* adjusted after‑tax operating income and $4.42* operating earnings per share.

What are the key terms of Corebridge Financial (CRBD)’s merger with Equitable?

Corebridge and Equitable agreed to an all‑stock merger of equals using a new holding company that will be renamed Equitable Holdings, Inc. Both boards and stockholders approved the deal on July 30, 2026, and closing is anticipated around year‑end, subject to conditions.

How will Corebridge Financial (CRBD) be governed after recent board and committee changes?

Corebridge emphasizes a majority‑independent board with an independent chair, fully independent Audit, Compensation and Nominating Committees, and a new Risk Committee. Stockholder rights include annual director elections, majority voting in uncontested elections, proxy access, special meeting and written‑consent rights.

How does Corebridge Financial (CRBD) structure executive pay for 2025?

Executive pay combines base salary, annual STI cash incentives, and equity‑based LTI awards (PSUs, RSUs and options). The company stresses pay‑for‑performance, significant variable and equity‑based compensation, robust stock‑ownership guidelines, and policies such as clawbacks, anti‑hedging and double‑trigger change‑in‑control benefits.

Could the 2026 meeting be Corebridge Financial (CRBD)’s last annual meeting?

Corebridge notes that if its merger transaction with Equitable is completed before the 2027 annual meeting date, the 2026 annual meeting will be its final annual meeting, because the company will then be part of the new holding‑company structure.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No.  )

Filed by the Registrant			☒
Filed by a Party other than the Registrant			☐

Check the appropriate box:

☐			Preliminary Proxy Statement
☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material Pursuant to § 240.14a-12

COREBRIDGE FINANCIAL, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒			No fee required
☐			Fee paid previously with preliminary materials
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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Our Values

We are stronger as one

We collaborate across the enterprise, scale what works and act decisively for our customers and partners

We deliver on commitments

We are accountable, empower each other and go above and beyond for our stakeholders

We learn, improve and innovate

We get better each day by challenging the status quo and equipping ourselves for the future

We are inclusive

We embrace different perspectives, enabling our colleagues to make an impact and bring their whole selves to work

At Corebridge, we believe action is everything. That’s why every day we proudly partner with financial professionals and institutions to make it possible for more people to take action in their financial lives, for today and tomorrow.

Corebridge at a Glance

$0.68 net loss per share for the year ending December 31, 2025			$366 million net loss for the year ending December 31, 2025			​(2.9)% return on average equity for the year ending December 31, 2025
$4.42* operating earnings per common share for the year ending December 31, 2025			$2.4 billion* adjusted after-tax operating income for the year ending December 31, 2025			​11.5%* adjusted return on average equity for the year ending December 31, 2025

$386 billion
in assets under management and
administration
as of December 31, 2025 $41.7 billion*
in premiums and deposits
for the year ending
December 31, 2025

$2.6 billion
returned to stockholders
for the year ending
December 31, 2025 ​110%*
payout ratio on adjusted
after-tax operating income
for the year ending
December 31, 2025

*
Measures marked with an asterisk are non-GAAP financial measures used by Corebridge. For more information on these measures and a reconciliation of these non-GAAP financial measures relative to reported GAAP financial measures, see Appendix A.

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A Letter from Our CEO

			Dear Fellow Stockholders,
			Corebridge Financial is deeply committed to creating value for its customers, employees, communities, and shareholders. As a company, we are focused on two large initiatives that demonstrate this commitment – our transformational merger with Equitable and our new fifth strategic pillar “Win With Customers.”
			Since joining Corebridge last December, I have been so impressed with our dedication to our mission of helping Americans retire with dignity and confidence. As we now prepare for the integration with Equitable to become a leading retirement, life, wealth, and asset management company, it is the skill and passion of our team that gives me great confidence we will succeed.

A Transformational Transaction

Our combined company will bring together three outstanding franchises – Corebridge, Equitable and AllianceBernstein – to create a diversified financial services powerhouse that delivers greater value for customers and shareholders. I want to offer my sincere thanks to the shareholders of both companies for approving the transaction on July 30.

This merger of equals was the right decision at the right time given the huge opportunity facing our industry. More than 4 million Americans are reaching retirement age every year, a massive $100 trillion wealth transfer from older generations is expected by mid-century, and the life insurance “protection gap” remains significant with 100 million Americans expressing a need for coverage.

The merger is expected to create a firm with all the attributes needed to create sustained value:

Scale: We expect to be the #1 life and annuity company by U.S. earnings. We believe our scale will give us a lower cost of capital, greater efficiency, better customer solutions, and the ability to invest more while attracting top talent.

Distribution: We expect to have a large and formidable multi-channel distribution ecosystem, which would allow us to reach the broadest possible customer base.

Diversification: Our sources of income are expected to be better balanced across spread income, fee income, and underwriting margins.

Growth: We believe our integrated business model will allow us to capture the full value chain, from distribution to manufacturing and asset management. The combined firm is expected to have 12 million customers. Our aspiration is to double that.

Financial performance: On a pro forma basis, by year end 2027, we expect the combined firm will generate more than $5 billion of earnings*, $4 billion of cash** and a 15% return on equity***.

We are making excellent progress toward the closing of the merger. We jointly launched an Integration & Transformation Office to coordinate all merger-related activity and ensure we are ready to execute with operational excellence.

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We have made decisions on the top three leadership levels of the new organization. Having been in this business for more than 35 years, I truly believe we are building the best team in the industry.

Finally, the regulatory review process is proceeding as expected. We continue to anticipate that we will close the transaction around year-end and be ready to hit the ground running in 2027.

Winning with Customers

The foundation of our success – for Corebridge and the combined company – is putting the customer at the center of everything we do.

As one of my first acts as CEO, I created a new strategic pillar for Corebridge called “Win with Customers,” which we announced on my first earnings call in February.

In March of this year, we launched a Customer Council steered by the Executive Leadership Team (“ELT”) and comprised of cross-functional senior leaders from across the company. They are showcasing key initiatives, sharing best practices, identifying quick wins, and above all, ensuring we maintain a customer-first mindset. With ELT sponsorship, we also established a Customer Champions network representing every business and function to ensure this work is embedded across the company.

As I said on that first earnings call, we’re making needed investments in digital capabilities to improve customer experience.

In Individual Retirement, we’ve adopted paperless carrier-to-carrier annuity transfers, which has reduced processing times from as much as a month to less than a week, and we’ve launched a new status tracker that allows financial professionals to assess where an application is in the process in real time. By streamlining the tools and processes advisers use every day, we’re freeing them up to spend more time focusing directly on their customers.

In Life, we’re implementing a modern new-business acquisition platform. Our goal is an industry-leading experience that increases fully digital submissions, speeds up suitability checks, and boosts the percentage of policies issued in 30 minutes or less.

And in Group Retirement, we’re implementing a new payroll platform that makes it easier for plan sponsors to integrate their data with us, and we’ve launched a new wealth-management digital experience that allows clients to seamlessly navigate their relationship with us while staying connected with their adviser.

Our Path Forward

I hope you share my tremendous excitement about the future of our company. Externally, powerful demographic tailwinds create a historic customer need for the differentiated solutions we are uniquely positioned to provide. Internally, our team is inspired by our mission. Coupled with our customer-first mindset and emphasis on becoming the easiest company to do business with, this should enable us to capture a significant share of that opportunity.

The result is expected to be a company that delivers market leading customer satisfaction and significant growth in revenue, earnings, cash, and shareholder value.

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Thank you for putting your trust in us to take this great company to new heights.

Best regards,

Marc Costantini

President and Chief Executive Officer

* Reflects combined adjusted after-tax earnings based on 2027E consensus estimates plus run-rate synergies,excluding transaction adjustments. This is a non-GAAP financial measure used by Corebridge. For more information, see Appendix A.

** Pro forma free cash flow generation reflects annual cash flow generated from insurance dividends and non-insurance operations; based on stated guidance and consensus estimates for both companies (2027E) plus run rate synergies. This is a non-GAAP financial measure used by Corebridge. For more information, see Appendix A.

*** Reflects estimated pro forma adjusted return on average equity with Corebridge as accounting acquiror. This is a non-GAAP financial measure used by Corebridge. For more information, see Appendix A.

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A Letter from Our Board Chair

			Dear Fellow Stockholders,
			Corebridge is experiencing one of the most impactful and exciting times in its relatively short history. In the last 18 months alone, the company de-risked its most complex liabilities with one of the industry’s largest variable annuity reinsurance transactions to date. The management team underwent a major transition with our new CEO, President, and Board Member Marc Costantini taking the helm. And we announced our transformational merger with Equitable, which we were pleased our stockholders approved on July 30.
			Through it all, the Board of Directors kept its focus squarely on creating value for you.

CRBG Governance Highlights

One of the top priorities of any Board of Directors is talent succession. In conducting the CEO succession planning at Corebridge, the Board engaged in a careful, rigorous process. In Marc, we identified a highly skilled executive with over 35 years of industry experience across virtually every aspect of the business: strategy, product innovation, digital solutions, corporate development, operations, finance, distribution and risk management. We were impressed with Marc’s strong customer orientation and passion for profitable growth, and we are already seeing his impact on the company’s strategy and direction.

Even as we look to the future, the Board has continued to evolve its oversight of Corebridge in the present.

Our Compensation and Management Development Committee, as well as our Nominating and Corporate Governance Committee, are now comprised entirely of independent directors.

Central to our oversight mission, we also established a Risk Committee to oversee the company’s enterprise risk management framework. The Risk Committee is focused on the framework set by management to identify, assess, measure and manage key risks facing the business: market conditions, liquidity, credit, business and operations, catastrophes, legal and regulatory, technology, data privacy and cybersecurity.

In addition to Marc, we’ve welcomed four new highly qualified members to the Board.

Keith Gubbay, Tomohiro Yao, and Hirotaka Inoue – all independent directors – were appointed by Nippon in connection with its investment in the company. In addition to serving on the full board, Keith serves on the Risk Committee, and Yao-san serves on the Compensation and Management Development Committee and the Nominating and Corporate Governance Committee.

Colin J. Parris, also an independent director, joined the Audit Committee and the Nominating and Corporate Governance Committee.

The Board expects its directors to bring a broad range of skills, expertise and attributes, which align with our strategic priorities, while also reflecting diverse viewpoints, experiences and backgrounds. All of our Board members, new and incumbent, meet this high bar and contribute to the full Board’s strong oversight of the company.

In closing, and on behalf of the full Board, we believe the new company will be exceptionally well positioned to create additional stockholder value. By combining two customer-centric organizations, we expect that this transaction will create a powerhouse with the scale, distribution, talent and resources to be a leader across the Retirement, Life, Wealth and Asset Management businesses.

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We welcome your input and appreciate your participation in our upcoming 2026 annual meeting, and we thank you for your investment in Corebridge and the trust you continue to place in us.

Alan Colberg

Chair of the Board

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Notice of 2026 Annual Meeting of Stockholders

On behalf of the Corebridge Financial, Inc. (“Corebridge,” the “Company,” “we,” “our” or “us”) Board of Directors (the “Board”), I cordially invite you to virtually attend the Corebridge 2026 annual meeting of stockholders (such meeting and any adjournment or postponement thereof, the “Annual Meeting”).

Annual Meeting Details

	Date and Time: September 16, 2026 at 9:00 a.m. Eastern Time (ET)			Location: Live via the internet at www.virtualshareholdermeeting.com/ CRBG2026			Record Date: Stockholders as of the close of business on July 28, 2026 are entitled to vote at the Annual Meeting

How to Vote

Method			Details			Vote must be received or submitted by:
By Phone			1-800-690-6903			11:59 p.m. ET, September 15, 2026
Online Before the Meeting			www.proxyvote.com			11:59 p.m. ET, September 15, 2026
By Mail			Return your completed proxy card in the prepaid envelope			11:59 p.m. ET, September 15, 2026
Online During the Meeting			Go to www.virtualshareholdermeeting.com/CRBG2026			Before the polls close during the Annual Meeting

Proxies

The Board is soliciting proxies to be voted at the Annual Meeting on September 16, 2026, and at any postponed or reconvened meeting. Proxy materials or a Notice of Internet Availability of Proxy Materials were first made available or distributed to stockholders beginning on or about August 5, 2026.

Items of Business

1.			Elect each of our eleven director nominees for a one-year term ending at our 2027 annual meeting of stockholders;
2.			Vote to approve the 2025 compensation of Corebridge’s Named Executive Officers on an advisory basis;
3.			Vote to ratify the appointment of PricewaterhouseCoopers LLP as Corebridge’s independent registered public accounting firm for 2026; and
4.			Transact any other business properly presented at the Annual Meeting.

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Accessing the Annual Meeting

To participate in the Annual Meeting, you will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, on your proxy card or on any voting instruction form accompanying these proxy materials.

Please carefully review the 2026 Proxy Statement for additional information regarding the matters to be acted on during the Annual Meeting.

We have adopted a virtual meeting format for the Annual Meeting to provide a convenient opportunity for our stockholders to participate from wherever they are located. We believe that the virtual meeting format affords our stockholders an opportunity for meaningful participation, and we have taken steps so that stockholders will be able to attend, vote and submit questions via the internet.

Stockholders will be able to examine a list of stockholders entitled to vote at the Annual Meeting on the virtual meeting website during the meeting or at our offices at 2919 Allen Parkway, L4-01 Woodson Tower, Houston, Texas 77019, during ordinary business hours for a period of 10 days prior to the Annual Meeting for any purpose germane to the meeting.

You do not need to attend the Annual Meeting to vote if you submit your proxy in advance of the meeting.

By order of the Board of Directors,

Jeannette N. Pina

Deputy General Counsel & Corporate Secretary

Important Notice Regarding the Availability of Proxy Materials for the 2026 Annual Meeting of Stockholders to be held virtually via the internet on September 16, 2026.

This notice of 2026 Annual Meeting of Stockholders, the letters from our CEO and Chair to Stockholders, the Proxy Statement and our 2025 Annual Report are available free of charge at www.proxyvote.com.

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2026 Proxy Statement

Table of Contents

			Page
Our Company			1
Annual Meeting Date			2
Proxy Statement Summary			3
Corporate Governance Highlights			3
Corporate Governance Timeline			4
2025 Target Total Direct Compensation			7
Proposal 1: Election of Directors			10
Director Election Considerations			13
Director Recruitment			15
Our Director Nominees			18
Director Compensation			26
Corporate Governance			29
Leadership Structure			30
Board Effectiveness			32
Risk Oversight			34
​Privacy and Cybersecurity Risk Oversight			35
Codes of Conduct			37
Insider Trading Policy			37
Stockholder Engagement			38
Board Committees			38

			Page
Corporate Governance Materials Available on Our Website			44
Proposal 2: Advisory Vote on Executive Compensation			45
Compensation Discussion and Analysis			46
2025 Named Executive Officers			46
Executive Summary			46
Corporate Governance Practices			49
2025 Target Total Direct Compensation			50
Compensation Components			51
Our Indirect Compensation Plans			66
Termination Benefits			67
Other Compensation Policies			69
Direct Compensation Program Decision-Making Process			72
Additional Information			74
Compensation Tables			76
2025 Summary Compensation Table			76
2025 Grants of Plan-Based Awards			78
Outstanding Equity Awards as of December 31, 2025			80
2025 Option Exercises and Vesting of Stock-Based Awards			82
2025 Pension Benefits			83

Corebridge Financial, Inc. | 2026 Proxy Statement   i

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			Page
Pension Plans			84
Potential Payments Upon Termination or Change in Control			86
CEO Pay Ratio			92
Pay Versus Performance			93
Company Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information			97
Equity Compensation Plan Information			98
Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm			99
Audit Committee Report			100
Pre-Approval Policy			100
Fees Paid to PwC			101
Related Party Transactions			102
Policies and Procedures for Related Party Transactions			102
Relationship and Transactions with AIG			102
Partnership and Transactions with Blackstone			107
Partnership and Transactions with Nippon			111
Historical Related Party Transactions			114
Revenues and Expenses Associated with AIG Agreements			115
Other Transactions			115

			Page
Security Ownership of 5% Beneficial Owners, Directors and Executive Officers			116
Ownership of Common Stock by 5% Beneficial Owners			116
Ownership of Common Stock by Directors and Executive Officers			117
Delinquent Section 16(a) Reports			118
Voting and Meeting Information			119
Board Recommendations and Voting Standards			119
Meeting Information			119
Voting Information			120
Other Information			122
Stockholder Proposals for the 2027 Annual Meeting			124
Other Matters			125
Communications with the Board			125
Electronic Delivery of Proxy Materials			125
Information Related to AIG			125
Incorporation by Reference			125
Cautionary Statement Regarding Forward-Looking Information			126
Appendix A – Use of Non-GAAP Financial Measures and Key Operating Metrics			A-1
Appendix B – Certain Important Terms			B-1

ii   Corebridge Financial, Inc. | 2026 Proxy Statement

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Our Company

Who we are

Corebridge Financial is one of the largest and most established providers of retirement solutions and life insurance products in the United States, with a long and proven track record of serving our clients. At Corebridge, we’re passionate about giving people the power to help them reach their financial goals.

We deliver an expansive portfolio of products to serve your unique needs. And we proudly partner with financial professionals and institutions to make it possible for more people to take action in their financial lives for today and tomorrow.

At Corebridge, we believe no one achieves a financially secure future by accident—great things happen when people take action.

Corebridge operates through four business segments:

Corebridge Financial, Inc. | 2026 Proxy Statement   1

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Annual Meeting Date

As previously disclosed on a Form 8-K filed with the SEC on March 26, 2026, Corebridge entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among Corebridge, Equitable Holdings, Inc., a Delaware corporation (“Equitable”), Mountain Holding, Inc., a newly formed Delaware corporation and wholly-owned subsidiary of Corebridge (“HoldCo”), Marcy Holding, Inc., a newly formed Delaware corporation and a wholly-owned subsidiary of HoldCo (“Equitable Merger Sub”), and Palisade Holding, Inc., a newly formed Delaware corporation and a wholly-owned subsidiary of HoldCo (“Corebridge Merger Sub”). Corebridge and Equitable have agreed, subject to the terms and conditions of the Merger Agreement, to effect an all-stock merger transaction to combine their respective businesses by: (a) Corebridge Merger Sub merging with and into Corebridge, with Corebridge surviving such merger as a wholly-owned subsidiary of HoldCo (the “Corebridge Merger”); (b) immediately following the consummation of the Corebridge Merger, Equitable Merger Sub merging with and into Equitable, with Equitable surviving such merger as a wholly-owned subsidiary of HoldCo (the “Equitable Merger” and, together with the Corebridge Merger, the “Mergers”); and (c) as of the closing of the Mergers, changing the name of HoldCo to “Equitable Holdings, Inc.” The Merger Agreement and the consummation of the transactions contemplated by the Merger Agreement have been unanimously approved by the boards of directors of both companies. On July 30, 2026, stockholders of both Corebridge and Equitable voted to approve all stockholder proposals necessary to complete the merger transaction at their respective special stockholder meetings. In order to allow for Corebridge to hold a special stockholder meeting on July 30, 2026, to consider and vote on the merger transaction, the Board determined to hold the Annual Meeting on September 16, 2026 rather than in June as in prior years. If the merger transaction is completed prior to the 2027 annual meeting of stockholders, the 2026 Annual Meeting will be the final annual meeting of Corebridge.

2   Corebridge Financial, Inc. | 2026 Proxy Statement

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Proxy Statement Summary

This summary highlights information contained in this Proxy Statement. It does not contain all of the information you should consider in making a voting decision, and you should carefully read the entire Proxy Statement before voting. For the meaning of capitalized terms or acronyms used and not otherwise defined in the Proxy Statement, please see Appendix B.

Proposal						Board Recommendation			Page
1.			Elect each of our eleven director nominees for a one-year term ending at our 2027 annual meeting of stockholders			FOR each director nominee			10
2.			Approve the 2025 compensation of our NEOs on an advisory basis			FOR			​45
3.			Ratify the appointment of PwC as our independent registered public accounting firm for 2026			FOR			99

Corporate Governance Highlights

We are committed to effective corporate governance practices that are designed to maintain high standards of oversight, accountability, integrity and ethics while promoting the long-term interests of our stockholders. The Board regularly evaluates our policies to ensure that they meet our commitment to such high standards. The following timeline summarizes some of the key actions and milestones that occurred since the beginning of 2025.

Corebridge Financial, Inc. | 2026 Proxy Statement   3

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Proxy Statement Summary

Corporate Governance Timeline

Q1 2025 •  Keith Gubbay, an independent director, is appointed to the Board pursuant to the Nippon Stockholder’s Agreement
•  Colin J. Parris, an independent director, is appointed to the Board and the Audit Committee and the Nominating and Corporate Governance Committee
•  The Board establishes its Risk Committee and Rose Marie Glazer, Keith Gubbay, Christopher Lynch and Amy Schioldager are appointed

Q2 2025 •  Rose Marie Glazer, a director affiliated with AIG, steps down from the Compensation and Management Development Committee and the Nominating and Corporate Governance Committee
•  The Compensation and Management Development Committee and Nominating and Corporate Governance Committee become comprised entirely of independent directors in accordance with NYSE listing standards
•  Reviewed and revised governance documents, including updating the Charters of the Committees and the Corporate Governance Guidelines

Q3 2025 •  At a Special Meeting, stockholders approve amendments to the Certificate of Incorporation to expressly authorize the Board to approve amendments to our By-laws and implement provisions governing stockholder action by written consent
•  The Board appoints Marc Costantini as President, CEO and Board member effective December 1, 2025

Q4 2025 •  Tomohiro Yao, an independent director, is appointed to the Board, pursuant to the Nippon Stockholder’s Agreement, and the Compensation and Management Development Committee
•  AIG completes the sale of 32.6 million shares of our Common Stock and ceases to beneficially own at least 10% of our outstanding Common Stock
•  Christina Banthin, a director affiliated with AIG, resigns from the Board
•  Marc Costantini replaces Kevin Hogan as President, CEO and Board member

Q1 2026 •  Repurchase by the Company of its Common Stock from AIG for an aggregate purchase price of approximately $750 million, which decreased AIG’s ownership interest to approximately 5% and decreased the number of Board members that AIG has the right to designate to one from two
•  Rose Marie Glazer and Adam Burk, directors affiliated with AIG, resign from the Board
•  AIG waives its right under the Separation Agreement and the Separation Agreement Amendment to designate any members of the Board
•  The Board decreases the authorized number of Board members to 11 from 13
•  Corebridge and Equitable agree, subject to the terms and conditions of the Merger Agreement, to effect an all-stock merger transaction to combine their respective businesses

Q2 2026 •  Hirotaka Inoue, an independent director, is appointed to the Board to replace Minoru Kimura, pursuant to Nippon’s right to designate members of the Board under the Nippon Stockholder’s Agreement
•  Tomohiro Yao is appointed to serve on the Nominating and Corporate Governance Committee

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Proxy Statement Summary

Q3 2026 •  On July 30, 2026, stockholders of both Corebridge and Equitable voted to approve all stockholder proposals necessary to complete the merger transaction at their respective special stockholder meetings. Completion of the merger transaction is subject to customary closing conditions, including obtaining required regulatory approvals. The merger transaction is expected to close by year-end 2026

We believe the makeup of the Board is currently well-balanced among independent and affiliated directors that collectively bring their diverse perspectives and skills to the boardroom. As our Board’s composition has evolved, so too have our corporate governance practices. The following table illustrates our current governance practices, including new practices since the date of our 2025 annual meeting of stockholders (“2025 Annual Meeting”).

Key Governance Highlights

	Board Governance			Regular meetings of independent directors in executive sessions without management   Directors generally may not stand for election after reaching age 75   Directors are subject to limitations on board service at other public companies   Board generally will not appoint a Committee chair to serve for longer than a five-year term   Annual Board and Committee self-assessment process			​  Majority of the Board is independent   Independent Chair of the Board   Risk Committee of the Board to ensure effective risk oversight   Regular reviews of corporate governance documents ♦  All members of the Audit Committee, Compensation and Management Development Committee and the Nominating and Corporate Governance Committee are independent
	Stockholder Rights			Annual election of directors with equal voting rights per share   Majority voting for directors in uncontested elections   Proxy access rights			Stockholder rights to call a special meeting of stockholders   Stockholder rights to act by written consent   No supermajority voting requirements   Annual “Say on Pay” vote

♦  New since our 2025 Annual Meeting

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Proxy Statement Summary

We maintain strong corporate governance practices related to our compensation programs as described below.

	What We Do			What We Don’t Do
	Pay for performance     Align performance objectives with company strategy     Majority of our NEOs’ target total direct compensation opportunity is variable and at-risk     Majority of our NEOs’ target total direct compensation opportunity is equity-based     Maintain meaningful Corebridge stock ownership guidelines     Cap payout opportunities under incentive plans applicable to our NEOs     Maintain robust risk management policies, including clawback, anti-hedging and pledging policies     Maintain double-trigger change in control benefits     Conduct annual risk review of incentive plans     Engage independent compensation consultant     Bonus and incentive plan payouts with justifiable performance linkage and proper disclosure			X   No employment contracts containing multi-year guarantees for salary increases, non-performance-based bonuses or equity compensation  X   No tax gross-ups other than for tax equalization and relocation benefits  X   No reloading or repricing of stock options  X   No stock option grants with an exercise price below 100% of fair market value  X   No dividend or dividend equivalents payout unless and until related LTI awards vest  X   No excessive perquisites and severance and change in control benefits

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Proxy Statement Summary

2025 Target Total Direct Compensation

Our NEOs’ direct compensation is designed to give appropriate weighting to fixed and variable pay, short-term and long-term performance.

2025 CEO* Annual Target Direct Compensation

 

2025 Average Annual Target Direct Compensation of Other NEOs

 

*
CEO information reflects Mr. Hogan’s compensation package as he served as our Chief Executive Officer for nearly the entire year.

**
We consider stock options to be performance-based for purposes of each NEO’s annual target direct compensation because they encourage long-term performance and they are only valuable if our stock price increases over time, as the awards vest.

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Proxy Statement Summary

2025 Compensation of our Named Executive Officers

The following table provides a description of each element of our NEOs’ compensation in 2025.

Component

Form of Compensation

Performance/Vesting Period

Rationale

Details

Direct Compensation

Base Salary

Fixed cash compensation

Annual

To fairly compensate executives for the responsibilities of their positions, achieve an appropriate balance of fixed and variable pay and provide sufficient liquidity to discourage excessive risk-taking To attract and retain the best talent by offering market-competitive compensation opportunities

Page 52

STI Awards

Variable annual cash incentive award based on a combination of a quantitative business performance score and an assessment of individual performance

Annual

To create a pay-for-performance culture by offering short-term incentive compensation opportunities that reward executives for individual contributions and business performance To provide an opportunity to incentivize and reward both leading and lagging indicators of performance, with a focus on guiding the organization towards balancing profitability, growth and risk To drive business objectives and strategies and reward performance delivered during the year

Page 53

LTI Awards

Corebridge PSUs, Corebridge RSUs and Corebridge Options

​Corebridge RSUs and Corebridge Options vest annually over 3 years Corebridge PSUs cliff vest on the third anniversary of the grant date following the completion of a three year performance period

To align the long-term economic interests of our executives with those of stockholders by ensuring that a meaningful component of their compensation is provided in equity To motivate executives to deliver long-term, sustainable and profitable growth, while balancing risk to create long-term, sustainable value for stockholders To reward long-term value creation and stock price appreciation, and align executive interests with those of our stockholders

Page 59

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Proxy Statement Summary

Component

Form of Compensation

Performance/Vesting Period

Rationale

Details

Indirect Compensation

Retirement, Health and Welfare Programs

Retirement savings, financial protection and other compensation and benefits

N/A

​To assist with long-term financial support and security, including retirement savings

Page 66

Perquisites

Certain perquisites as described in footnote (8) to the Summary Compensation Table

N/A

Benefits are consistent with those offered by the companies that we compete with for executive talent and allow our NEOs to concentrate on their responsibilities and our future success Recommendations of a third-party security study support our CEO being provided a personal driver and company car

Page 66

Termination Benefits

Severance Benefits

Lump sum payment and other benefits for certain terminations of employment

N/A

​To offer competitive total compensation packages and enable us to obtain a release of employment-related claims

Page 68

Change in Control Benefits

Benefits in the event of termination related to a change in control

N/A

​To help ensure ongoing retention of executives when considering potential transactions that may create uncertainty as to their future employment and enable us to obtain a release of employment-related claims

Page 68

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Proposal 1:
Election of Directors
 
The Board recommends that you vote FOR each director nominee.

The Board has nominated eleven individuals for election at the Annual Meeting. Each director elected at the Annual Meeting will serve until our 2027 annual meeting of stockholders and until their successor is elected and qualified or until their earlier resignation or removal, provided that if the merger transaction is completed, their term will expire at the effective time of the merger transaction. Each of the director nominees is a current member of the Board and has consented to being named as a nominee and to serve on the Board if elected. Our Board does not anticipate that any of our director nominees will be unable to serve as a director. If, at the time of the Annual Meeting, any nominee is unable to serve or for good cause will not serve as a director, the discretionary authority provided in the enclosed proxy will be exercised to vote for a substitute candidate designated by the Board, unless the Board chooses to reduce its own size.

The Board believes that, if elected, the nominees will continue to provide effective oversight of our business and continue to advance our stockholders’ interests by drawing upon their collective qualifications, skills, experience and attributes, as summarized below.

Director Nominee Name, Age(1) and Independence

Director Since/Tenure(1)

Professional Background

Other Current U.S. Public Company Directorships

Alan Colberg, 65 Independent Director

2022 Three years

​Former Chief Executive Officer, Assurant, Inc.

1

Edward Bousa, 67 Independent Director

2024 One year

​Former Partner, Wellington Management Company LLC

​2

♦ Marc Costantini, 56 Non-Independent Director

2025 Less than one year

President and Chief Executive Officer, Corebridge Financial, Inc.

None

Gilles Dellaert, 47 Non-Independent Director

2024 One year

Global Head of Blackstone Credit and Insurance, Blackstone Inc.

None

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Proposal 1: Election of Directors

Director Nominee Name, Age(1) and Independence

Director Since/Tenure(1)

Professional Background

Other Current U.S. Public Company Directorships

Keith Gubbay, 71 Independent Director

2025 One year

​Former Chairman and Chief Executive Officer, Resolution Life US Holdings Inc.

None

♦ Hirotaka Inoue, 57 Independent Director

​2026 Less than one year

​Executive Officer and Head of Regulatory and Market Intelligence, Global Business Planning, Nippon Life Insurance Company

None

Deborah Leone, 61 Independent Director

2024 Two years

Former Partner, Goldman Sachs Group, Inc.

1

Christopher Lynch, 68 Independent Director

2021 Four years

Independent Consultant

1

Colin J. Parris, 64 Independent Director

2025 One year

Former Senior Vice President and Chief Technology Officer, GE Digital

2

Amy Schioldager, 63 Independent Director

2021 Four years

Former Senior Managing Director and Global Head of Beta Strategies, BlackRock, Inc.

None

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Proposal 1: Election of Directors

Director Nominee Name, Age(1) and Independence

Director Since/Tenure(1)

Professional Background

Other Current U.S. Public Company Directorships

♦ Tomohiro Yao, 55 Independent Director

2025 Less than one year

Managing Executive Officer, Head of Americas and Head of Europe, Nippon Life Insurance Company

None

(1)
Based on age and tenure as of August 5, 2026. Rounded down to nearest year if less than one whole year as of the measurement date.

♦ Indicates a new director since our 2025 Annual Meeting.

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Proposal 1: Election of Directors

Director Election Considerations

We believe it is essential to have a qualified group of directors with an appropriate mix of skills, experience and attributes to oversee our business. On an ongoing basis, we consider the composition of our Board, taking into account the characteristics and qualifications of our directors and our evolving strategic objectives. This section describes various considerations related to the election of directors.

Board Size and Composition

The size and composition of the Board will be based on the following considerations:

• Our Board Size Should Facilitate Discussions. The size of the Board should facilitate substantive discussions by the whole Board in which each director may participate meaningfully. Given the size and complexity of the businesses in which we are engaged, as well as the value of having differing viewpoints, skills, experiences and backgrounds among Board members, the Board currently believes the current size of the Board is appropriate (provided that a larger or smaller number may be necessary or advisable in periods of transition or other particular circumstances).

• Having a Broad Range of Skills, Expertise and Attributes is Critical. Although the Board has not adopted a specific diversity policy, the Board believes it is important to have a broad range of skills, expertise, backgrounds, insurance, financial services and other industry knowledge, and diversity of opinion. We believe this variety of skills, expertise and attributes should contribute to the Board’s collective strength.

• A Majority of our Board is Independent. A majority of the Board consists of directors who are, under NYSE listing standards, “independent” in the business judgment of the Board.

In addition to the above, under the Blackstone Stockholder’s Agreement, Blackstone has the right to designate one member to our Board, subject to maintaining specified ownership requirements. Mr. Dellaert currently serves as the Blackstone designee.

Pursuant to the Nippon Stockholder’s Agreement, until the date that the share ownership percentage of Nippon is less than 5%, Nippon has the right to designate a number of directors (each, a “Nippon Designee”) equal to (a) the product of the total number of directors multiplied by (b) the share ownership percentage of Nippon, with such number of directors rounded down to the nearest whole number. Messrs. Gubbay, Inoue and Yao currently serve on the Board as Nippon Designees.

On March 23, 2026, AIG waived its right under the Separation Agreement and the Separation Agreement Amendment to designate any members of the Board, resulting in a decrease of the number of Board members designated by AIG to zero from one.

On March 25, 2026, the Board decreased the size of the Board to eleven from thirteen members. As a result of such reduction in the size of the Board, Nippon was entitled to designate only two Nippon Designees to the Board pursuant to the terms of the Nippon Stockholder’s Agreement.

On March 25, 2026, our Board determined that it was in the best interest of the Company and its stockholders to grant Nippon a waiver in respect of the Board designation provisions of the Nippon Stockholder’s Agreement (until such time as revoked by the Board in its discretion) (the “Waiver”), so that Nippon will continue to have three, rather than two, Nippon Designees on the Board.

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Proposal 1: Election of Directors

Director Tenure

Term Limits

A director holds office until the annual meeting of stockholders next succeeding his or her election and until a successor is elected and qualified or until his or her earlier resignation or removal. The Board does not believe that term limits are appropriate, as term limits may result in the loss of long-serving directors who over time have developed unique and valuable insights into Corebridge’s business and therefore can provide a significant contribution to the Board.

Mandatory Retirement Age

In addition, our Corporate Governance Guidelines require that directors retire at the annual meeting after reaching age 75. The Board, in consideration of the recommendation of the Nominating and Corporate Governance Committee, may waive this limitation for any director for a period of one year, if it is deemed to be in the best interests of Corebridge.

Director Election Standards

The By-laws provide that, in uncontested elections, director nominees must receive the affirmative vote of a majority of the votes cast to be elected (meaning the number of shares voted “for” a nominee must exceed the number of shares voted “against” such nominee). An “uncontested election of directors” means an election of directors in which the number of director nominees does not exceed the number of directors to be elected by the stockholders at that election. Only votes cast “for” or “against” a director nominee will be considered.

Under the By-laws and Corporate Governance Guidelines, each director nominee is required to submit an irrevocable resignation from the Board that would become effective upon: (1) the failure of the nominee to receive the required vote at the Annual Meeting and (2) the Board’s acceptance of the resignation. If a nominee fails to receive the required vote, the Board will accept the resignation unless the Board determines that the best interests of Corebridge would not be served by doing so.

Director Demographics and Backgrounds

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Proposal 1: Election of Directors

Director Recruitment

The Nominating and Corporate Governance Committee recommends to the Board director candidates for nomination and election at the annual stockholder meeting or for appointment to fill vacancies, subject to any obligations and procedures governing the nomination of directors to the Board that may be set forth in any stockholders’, investors’ rights or other applicable agreement to which Corebridge is a party.

	DIRECTOR RECRUITMENT PROCESS			The Nominating and Corporate Governance Committee regularly evaluates the needs of the Board in terms of skills, experience, backgrounds and composition. ⋁
				Candidates are identified with input from stockholders, executive management and directors, and the process for evaluating candidates does not differ based on how they are identified. A search firm also assists in identifying and/or evaluating candidates to ensure that the Nominating and Corporate Governance Committee is considering a broad, qualified pool of candidates. Since our 2025 Annual Meeting, we received recommendations from a variety of sources for our new Board members. Mr. Costantini was appointed after an extensive search, in which both internal and external candidates were considered, that was conducted by a leading third-party executive search firm. Mr. Yao and Mr. Inoue were recommended by Nippon pursuant to the Nippon Stockholder’s Agreement. The Nominating and Corporate Governance Committee recommended, and the Board approved, each of the aforementioned director candidates as director nominees for election to the Board. ⋁
				The Nominating and Corporate Governance Committee evaluates candidates in consultation with the Chair, CEO and Lead Independent Director, if any, considering the following criteria:
				•   High personal and professional ethics, values and integrity;  •   Ability to work together as part of an effective, collegial group;  •   Commitment to representing the long-term interests of Corebridge;  •   Skill, expertise, background and experience with insurance and financial services businesses and other organizations that the Board deems relevant and diversity of opinion;  •   The interplay of the individual’s experience with the experience of other Board members;			•   The contribution represented by the individual’s skills and experience to ensuring that the Board has the necessary tools to perform its oversight function effectively;  •   Ability and willingness to commit adequate time to Corebridge over an extended period of time; and  •   The extent to which the individual would otherwise be a desirable addition to the Board and any Committees.
				⋁
				The Nominating and Corporate Governance Committee, supported by the General Counsel and the Corporate Secretary, gathers information about the candidate through interviews, questionnaires, background checks or any other means that the Nominating and Corporate Governance Committee deems to be helpful in the evaluation process. ⋁
				Based on the results and discussion of the evaluation, the Nominating and Corporate Governance Committee recommends a candidate for our Board to approve for nomination and election at the annual stockholder meeting or for appointment to fill vacancies, as well as any appropriate Committee appointments. ⋁
	IMPLEMENTATION			Since our 2025 Annual Meeting, the Board has appointed three new directors, two of whom are independent. Together with our other director nominees, we believe the addition of these directors helps to create a Board with the right balance of skills, qualifications and experience to build on our success as a public company. Tomohiro Yao*  |  Marc Costantini  |  Hirotaka Inoue* * Independent

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Proposal 1: Election of Directors

Skills and Experiences

Our Nominating and Corporate Governance Committee regularly reviews with our Board the essential skills and experiences that are most important in evaluating potential and existing directors as well as the composition of the Board and its Committees. Our Nominating and Corporate Governance Committee and Board determined that the following key skills and experiences are essential for effective oversight given the Company’s business and strategy.

				Executive Leadership Current or prior public company chief executive officer with a significant enterprise who has demonstrated a track record of organic and inorganic growth and has led a strategic transformation and a complex organization.
				Financial, Audit and Accounting Experience in a senior financial leadership role, including serving as a public company chief financial officer or audit partner.
				Life Insurance and Retirement Industry Experience in the life and retirement industry and/or with Corebridge’s products and services, whether acquired through service as a senior leader or board member of a relevant business.
				Investments Experience in financial investments markets and investment decisions and strategy.
				Risk Management Experience in risk management with oversight of different types of risk.
				Technology Experience with innovative technology, digital generation and technology-driven issues such as privacy, cybersecurity, data management and the related regulatory landscape.
				Regulatory & Compliance Experience in operating businesses in similar, highly regulated industries, interacting with regulators and policymakers and/or working in government.
				Consumer & Distribution Experience in sales and distribution and interpreting consumer behaviors.
				Human Capital Experience effectively recruiting, engaging, developing and retaining a talented workforce.
				Governance & Sustainability Experience as an independent director of other public boards with leadership roles on oversight of governance, sustainability or other public policy matters.

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Proposal 1: Election of Directors

We believe our nominees’ varied and complementary skills, experiences, viewpoints and backgrounds promote a well-functioning, highly-qualified Board to provide appropriate guidance and independent oversight. In the nominees’ biographies beginning on page 20 — as well as the summary graphic below — we highlight each nominee’s key skills, experience and areas of expertise.

Director Nominee

Alan Colberg

Edward Bousa

​

Marc Costantini

Gilles Dellaert

​

Keith Gubbay

Hirotaka Inoue

​

​

​

​

​

Deborah Leone

Christopher Lynch

Colin J. Parris

Amy Schioldager

​

Tomohiro Yao

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Proposal 1: Election of Directors

Stockholder Input in Recommending and Nominating Directors

The Nominating and Corporate Governance Committee will consider candidates for Board membership proposed by stockholders, including pursuant to the provisions of our By-laws, and will evaluate such candidates in the same manner as other candidates identified by or submitted to the Board. Stockholders may propose director nominees for consideration by the Board by complying with the procedures and requirements in the By-laws or by submitting names and supporting information to:

  By Email
CorebridgeBOD@corebridgefinancial.com
  By Mail
Corporate Secretary
Corebridge Financial, Inc.
2919 Allen Parkway,
L4-01 Woodson Tower
Houston, Texas 77019

All stockholder recommendations as to possible Board members must comply with the information and timing requirements set forth in the By-laws.

Proxy Access

Our By-laws also permit eligible stockholders to include their own director nominees in our proxy statement for the annual meeting. The Board believes proxy access is an additional mechanism for Board accountability and for ensuring that director nominees are supported by our long-term stockholders.

Under the proxy access provision of the By-laws, a stockholder, or a group of up to 20 stockholders, owning three percent or more of Common Stock continuously for at least three years may nominate and include in Corebridge’s annual meeting proxy materials director nominees constituting up to the greater of two individuals or twenty (20) percent of the Board, so long as the stockholder(s) and the nominee(s) satisfy the requirements specified in the By-laws. Qualifying stockholders who wish to submit director nominees for election at the 2027 annual meeting of stockholders pursuant to the proxy access by-law may do so in compliance with the procedures described in “Stockholder Proposals for the 2027 Annual Meeting.” Note, however, that, Corebridge will hold the 2027 annual meeting of stockholders only if the merger transaction has not already been completed by the date for which the 2027 annual meeting of stockholders is scheduled.

Our Director Nominees

The Board has nominated for election to the Board the eleven individuals presented below in “—Director Nominee Information.”

Director Independence Assessment

NYSE listing standards require that we have a majority of independent members on our Board and that our Audit Committee, Compensation and Management Development Committee and Nomination and Corporate Governance Committee consist only of independent members. A significant majority of our Board is comprised of independent board members. Our Audit Committee, Compensation and Management Development Committee and Nominating and Corporate Governance Committee are fully independent Committees in accordance with NYSE listing standards.

The Board, in coordination with the Nominating and Corporate Governance Committee, has assessed the independence of each director nominee and each of the members of the Board who served for all or a portion of 2025 and determined that Mr. Bousa, Mr. Colberg, Mr. Gubbay, Mr. Kimura (who resigned from

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Proposal 1: Election of Directors

the Board effective April 20, 2026), Ms. Leone, Mr. Lynch, Dr. Parris, Ms. Schioldager and Mr. Yao do not have a material relationship with the Company and are independent under the NYSE listing standards. The Board also determined that Mr. Inoue, who was elected as a director of the Company effective April 21, 2026, is independent under such standards.

The Board’s assessment of independence considers all known relevant facts and circumstances about the relationships bearing on the independence of a director or nominee. The Board reviews these relationships to assess their materiality and determine if any such relationship would impair the independence and judgment of the relevant director.

In making the independence determinations, the Board considered the following relationships in determining that certain director nominees are independent:

• In determining that Mr. Colberg is independent, the Board considered his status as a director of Russell Reynolds Associates (“Russell Reynolds”), which provides recruiting and hiring consulting services to Corebridge, and his status as a director of U.S. Bancorp, from which Corebridge purchased low-income housing tax credits and provided sponsorship. Given Mr. Colberg’s roles with Russell Reynolds and U.S. Bancorp are each limited to being a director and the immaterial financial relationships between Corebridge and both Russell Reynolds and U.S. Bancorp, the Board determined that Mr. Colberg does not have a material relationship with Corebridge.

• In determining that Ms. Schioldager is independent, the Board considered her status as a director of Boardspan Inc. (“Boardspan”), which provides board performance assessment services to Corebridge, and her status as a former director of The ODP Corporation (“ODP”), which provides office supplies to Corebridge. Given Ms. Schioldager’s role with each of Boardspan and ODP is or was limited to being a director and the immaterial financial relationships between Corebridge and both Boardspan and ODP, the Board determined that Ms. Schioldager does not have a material relationship with Corebridge.

• In determining that Messrs. Gubbay, Kimura, Inoue and Yao are independent, the Board considered, among other things, Mr. Gubbay’s status as a non-employee advisor to Nippon and Mr. Kimura’s, Mr. Inoue’s and Mr. Yao’s status as a senior managing executive officer, an executive officer and a managing executive officer, respectively, at Nippon. The Board determined that such relationships did not impact their ability to exercise independent judgment in carrying out their responsibilities as such relationships did not impact their independence from Corebridge’s management. Further, in the case of Messrs. Kimura, Inoue and Yao, they considered that while Nippon had a limited business relationship with AIG prior to the Majority Holder Threshold Date, the payments from Nippon to AIG and Corebridge in the past three years did not exceed the relevant threshold of NYSE listing standards, as well as certain other facts and circumstances regarding the relationship between Corebridge and Nippon that supported the determination that Messrs. Kimura, Inoue and Yao are independent.

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Proposal 1: Election of Directors

Director Nominee Information

	Alan Colberg Independent Chair of the Board
				Director Since: 2022 Age: 65 Committees: Nominating and Corporate Governance (Chair)
	Career Highlights: Assurant, Inc.     •   Chief Executive Officer, 2021 – 2022     •   President and Chief Executive Officer, 2015 – 2021     •   Executive Vice President of Marketing and Business Development, 2011 – 2014 Bain & Company, Inc.     •   Managing Director and various positions, 1987 - 2010 Other U.S. Public Company Directorships:     •   Current: U.S. Bancorp, since 2023     •   Past Five Years: Assurant, Inc., 2015 – 2021 Other Directorships:     •   Title Resources Group, since 2022 •   E. & J. Gallo Winery, since 2023 •   Russell Reynolds Associates, since 2024 •   Doma Technology LLC, since 2024 Qualifications: Mr. Colberg brings to the Board his expertise developed through his experience as chief executive officer of Assurant and through other senior leadership roles in the financial services, insurance and consulting industries. Further, Mr. Colberg’s extensive background in corporate strategy and finance enables him to provide additional insight to our Board and its Committees.

	Edward Bousa Independent Director
				Director Since: 2024 Age: 67 Committees: Audit; Compensation and Management Development
	Career Highlights: Wellington Management Company LLC     •   Partner and Team Leader of Quality Value Equity Investment Strategies, 2005 – 2020     •   Other senior roles, 2000 – 2005 Putnam Investments, LLC     •   Mutual fund manager, 1992 – 2000 Fidelity Investments, Inc.     •   Equity research analyst and portfolio manager, 1983 – 1992 Other U.S. Public Company Directorships:     •  Current:         •  Omnicell, Inc., since 2021         •  Gartner, Inc., since 2026     •  Past Five Years: Azenta, Inc., 2024 - 2025 Other Directorships: •   Iacocca Family Foundation (not-for-profit), since 2005     •   V Foundation (not-for-profit), since 2024     •   Lucifer Lighting, Advisory Director, since 2025 Qualifications: Mr. Bousa brings to the Board his expertise developed through extensive experience as an investment professional in a leadership role, as well as experience in crisis and risk management, financial analysis, business and capital strategy and sustainability.

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Proposal 1: Election of Directors

	Marc Costantini Director, President and Chief Executive Officer
				Director Since: 2025 Age: 56 Committees: None
	Career Highlights: Corebridge Financial, Inc.     •   President and Chief Executive Officer, since 2025 Manulife Financial Corporation     •   Global Head of Strategy and Inforce Management, 2024 – 2025     •   Global Head of Inforce Management, 2022 – 2024 Munich Re     •   President and Chief Executive Officer, Corporate Development, Strategy and Digital Solutions, North America Life & Health, 2020 – 2022 Guardian Life     •   Executive Vice President, Commercial and Government Markets, 2017 - 2019     •  Chief Financial Officer, 2014 - 2017 Other U.S. Public Company Directorships:     •   None Other Memberships:     •   Society of Actuaries, Fellow, since 1995 Qualifications: Mr. Costantini brings to the Board his expertise and key leadership skills developed through his extensive experience in the financial services industry, including senior leadership roles responsible for strategy, corporate development, finance, distribution and risk management. Mr. Costantini holds a strong background in insurance and industry perspective as Chief Executive Officer of Corebridge.

	Gilles Dellaert Blackstone Director
				Director Since: 2024 Age: 47 Committees: None
	Career Highlights: Blackstone     •   Global Head, Blackstone Credit and Insurance, since 2023     •   Global Head, Blackstone Insurance Solutions, 2020 – 2023 Global Atlantic Financial Group     •   Co-President and Chief Investment Officer, 2017 – 2019     •   Chief Investment Officer, 2013 – 2017 Goldman Sachs     •   Reinsurance Group & Credit Trading Business, 2003 – 2013 Other U.S. Public Company Directorships:     •   None Qualifications: Mr. Dellaert brings to the Board his expertise developed through extensive experience in the financial services industry, with a strong background across financial services and insurance. Mr. Dellaert also provides valuable perspective as Global Head of Blackstone Credit and Insurance of Blackstone.

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Proposal 1: Election of Directors

	Keith Gubbay Independent Nippon Director
				Director Since: 2025 Age: 71 Committees: Risk
	Career Highlights: Resolution Life US Holdings Inc.     •   Chief Executive Officer, 2017 – 2024     •   President and Chief Actuarial Officer, 2013 – 2017 Sun Life Financial     •   Chief Actuary, Sun Life Financial, 2010 – 2012     •   Chief Actuary, Sun Life Financial, U.S., 2004 – 2010 ING Americas     •   Various executive positions held, 1998 – 2004;  – Executive Vice President, Corporate    Development  – Chief Actuary  – Chief Marketing Officer, ING U.S. Retail    Financial Services  – President and CEO, Investment Products    Distribution  – Executive Vice President and Chief Actuary,    ING Americas Other U.S. Public Company Directorships:     •   None Qualifications: Mr. Gubbay brings to the Board his expertise and key leadership skills developed through extensive experience in the life insurance and financial services industries and perspective as the chief executive officer of Resolution Life.

	Hirotaka Inoue Independent Nippon Director
				Director Since: 2026 Age: 57 Committees: None
	Career Highlights: Nippon     •   Executive Officer and Head of Regulatory and Market Intelligence, Global Business Planning, since 2026     •   General Manager and Head of Regulatory and Market Intelligence, Global Business Planning, 2024 – 2026 Bank of Japan (Central Bank)     •   General Manager, Hiroshima Branch, 2022 – 2024     •   Deputy Director-General, Monetary Affairs Department and Secretariat of the Policy Board, 2021 – 2022     •   Associate Director-General, Institute for Monetary and Economic Studies, 2019 – 2021     •   General Manager, Hakodate Branch, 2017 – 2019     •   Head, Foreign Exchange Division, Financial Markets Department, 2014 – 2017 Other U.S. Public Company Directorships:     •   None Qualifications: Mr. Inoue brings to the Board more than 30 years of leadership experience spanning global financial regulation, central banking and the international insurance industry.

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Proposal 1: Election of Directors

	Deborah Leone Independent Director
				Director Since: 2024 Age: 61 Committees: Audit; Compensation and Management Development (Chair)
	Career Highlights: Goldman Sachs Group, Inc.     •   Partner, 2008 – 2019     •   Chief Operating Officer, Investment Management Division, 2017 – 2019     •   Global Director of Internal Audit, 2011 – 2017     •   Global Controller for Investment Management Division, 2008 – 2011 Other U.S. Public Company Directorships:     •   Organon & Co., since 2021 Other Directorships:     •   Goldman Sachs Bank USA, since 2017     •   GS Donor Advised Philanthropy Fund (formerly Goldman Sachs Philanthropy Fund/Ayco Charitable Foundation) (not-for-profit), since 2020     •   Board of Trustees of Syracuse University (not-for-profit), since 2018 Qualifications: Ms. Leone brings to the Board her expertise developed through extensive experience in the financial services industry, with a strong background in business strategy, operations, accounting and risk management.

	Christopher Lynch Independent Director
				Director Since: 2021 Age: 68 Committees: Audit (Chair); Risk
	Career Highlights: Independent Consultant     •   Provides a variety of services to public and privately held companies, since 2007 KPMG     •   Variety of positions held, 1978 - 2007:  –  National Partner in Charge, Financial Services  –  Chair, Americas Financial Services Leadership  –  Member, Global Financial Services Leadership and the U.S. Industries Leadership  –  Partner, National Department of Professional Practice Other Memberships:     •   Practice Fellow, Financial Accounting Standards Board     •   Member, Audit Committee Chair Advisory Council of the National Association of Corporate Directors Other U.S. Public Company Directorships:     •   Current: Tenet Healthcare Corporation, since 2019     •   Past Five Years: AIG, 2009 – 2022 Other Directorships:     •   Forum Mobility Inc., since 2023 Qualifications: Mr. Lynch brings to the Board his expertise and key leadership skills developed through extensive experience in the financial services industry, with a strong background across financial audit, accounting services and mergers and acquisitions.

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Proposal 1: Election of Directors

	Colin J. Parris Independent Director
				Director Since: 2025 Age: 64 Committees: Audit; Nominating and Corporate Governance
	Career Highlights: GE Digital     •   Senior Vice President and Chief Technology Officer, 2020 – 2024 GE Global Research Center     •   Vice President, Software and Analytics Research, 2014 – 2020 IBM     •   Various executive positions held, 1994 – 2014:  – Vice President and General Manager, IBM    Power Systems  – Vice President, Software Development  – Vice President, Corporate Technology  – Vice President, Systems Research at the IBM    T. J. Watson Research Division Other U.S. Public Company Directorships:     •   APTIV Plc., since 2017     •   Diebold-Nixdorf, Inc., since 2024 Qualifications: Dr. Parris brings to the Board his expertise and key leadership skills developed through his extensive experience in the technology industry, with a strong background in digital transformation and risk management.

	Amy Schioldager Independent Director
				Director Since: 2021 Age: 63 Committees: Nominating and Corporate Governance; Risk (Chair)
	Career Highlights: BlackRock, Inc.     •   Senior Managing Director and Global Head of Beta Strategies, 2006 – 2017     •   Member of Global Executive Committee, 2012 – 2017     •   Vice Chair of Corporate Governance Committee, 2008 – 2015 Other U.S. Public Company Directorships:     •   Past Five Years:         •  The ODP Corporation, 2024 - 2025         •  AIG, 2019 – 2022 Other Directorships:     •   Boardspan Inc., since 2017     •   The Cal State East Bay Educational Foundation (not-for-profit), since 2021     •   Intermediate Capital Group PLC, 2018 - 2024 Qualifications: Ms. Schioldager brings to the Board her expertise and key leadership skills developed through extensive experience in the financial services industry, with a strong background across investment management, corporate governance and accounting services.

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Proposal 1: Election of Directors

	Tomohiro Yao Independent Nippon Director
				Director Since: 2025 Age: 55 Committees: Compensation and Management Development; Nominating and Corporate Governance
	Career Highlights: Nippon     •   Managing Executive Officer, Head of Americas and Head of Europe, since 2026     •   Executive Officer, Head of Americas/Europe, 2025 – 2026     •   Executive Officer, Regional CEO for Asia Pacific/Head of India, and Chairman, Nippon Life Asia Pacific, 2023 – 2025     •   Senior General Manager, Regional CEO for Asia Pacific/Head of India, and Chairman & CEO, Nippon Life Asia Pacific, 2022 – 2023     •   General Manager, Global Insurance Business Department, 2019 – 2022 Other U.S. Public Company Directorships:     •   None Other Directorships:     •   DWS Group GmbH & Co. KGaA., since 2025     •   Nippon Life Americas, Inc., since 2025     •   Nippon Life Global Investors Americas, Inc., since 2025     •   Nippon Life Global Investors Europe Plc., since 2025     •   Nippon Life Schroders Asset Management Europe Limited, since 2025     •   Nippon Life Insurance Company of America, since 2025     •   Post Advisory Group LLC, since 2025 Qualifications: Mr. Yao brings to the Board his expertise and key leadership skills developed through extensive global experience in the insurance industry and perspective as a senior executive of Nippon.

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Proposal 1: Election of Directors

Director Compensation

Non-Employee Director Compensation Highlights

• Board Chair and Committee chairs receive additional fees to differentiate individual pay based on workload.

• The overall compensation mix emphasizes equity.

• Annual equity grants have a fixed value and vest immediately, but are not settled until the director’s termination of service from the Board.

• Directors do not receive performance-based equity awards.

• Directors are subject to robust stock ownership guidelines to support stockholder alignment.

• No perquisites for non-employee directors.

In 2025, we used a combination of cash and deferred stock units (“DSUs”) to retain and attract qualified candidates to serve as non-employee directors. In setting non-employee director compensation, the Board considers the significant amount of time that members of our Board spend in fulfilling their duties to Corebridge, as well as the degree of skills and expertise needed to perform their duties.

2025 Non-Employee Director Compensation Program

The following table provides information regarding the compensation of our non-employee directors in 2025.

	Name(1)			Fees Earned or Paid in Cash ($)			Stock Awards(2) ($)			All Other Compensation(3) ($)			Total ($)
	Christina Banthin			—			—			—			—
	Edward Bousa			120,000			165,000			5,000			290,000
	Adam Burk			—			—			—			—
	Alan Colberg			326,250			165,000			—			491,250
	Gilles Dellaert			—			—			—			—
	Rose Marie Glazer			—			—			—			—
	Keith Gubbay			86,000			234,100			—			320,100
	Minoru Kimura			—			—			—			—
	Deborah Leone			145,000			165,000			—			310,000
	Christopher Lynch			155,000			165,000			—			320,000
	Colin J. Parris			86,000			234,100			—			320,100
	Amy Schioldager			135,347			165,000			—			300,347
	Tomohiro Yao			—			—			—			—

(1)
Only independent directors are entitled to compensation for their service as a director. While Mr. Kimura and Mr. Yao are independent, neither is entitled to compensation pursuant to the Nippon Stockholder’s Agreement because each is an employee of Nippon.

(2)
The amounts reported in this column represent the aggregate grant date fair value of 5,007 DSUs granted in 2025 in accordance with Financial Accounting Standards Board (“FASB’’) Accounting Standards Codification (“ASC”) Topic 718. In addition, Mr. Gubbay and Dr. Parris each received 2,334 DSUs as an initial prorated equity retainer in connection with their respective appointments to the Board on January 13, 2025. The assumptions made in calculating these amounts can be found in Note 20 of the consolidated financial statements in the 2025 Form 10-K. The grant date fair value is the number of shares granted multiplied by the NYSE closing price of a share on the grant date. As of December 31, 2025, the directors had no outstanding unvested awards.

(3)
This amount reflects charitable contributions disbursed during 2025 under Corebridge’s Matching Grants Program.

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Proposal 1: Election of Directors

2025 Cash Retainers

• Annual Cash Retainer – $120,000 annual cash retainer paid quarterly in arrears for non-employee directors.

• Additional Cash Retainers – The following additional annual cash retainers are paid quarterly in arrears to non-employee directors in recognition of the additional time and effort required for service in the following roles:

  –
Chair of the Board – $200,000

  –
Audit Committee Chair – $35,000

  –
Nominating and Corporate Governance Committee Chair – $25,000

  –
Compensation and Management Development Committee Chair – $25,000

  –
Risk Committee Chair – $25,000

• For any non-employee director appointed during a quarter, annual cash retainers and any additional cash retainer for services as Chair of the Board or Chair of one of the above Committees will be prorated by multiplying such amount by a fraction, the numerator of which is the number of days of service that the non-employee director provided in such quarter, and the denominator of which is the total number of days in such quarter.

2025 Equity Retainer

• $165,000 annual equity retainer granted at the time of the annual meeting of stockholders in DSUs.

• For any non-employee director elected prior to the annual meeting of stockholders, an equity retainer granted at the time of election in DSUs, prorated based on an annual amount of $165,000 and the period between the director’s election or appointment to the Board and the next annual meeting of stockholders.

• Each DSU constitutes an unfunded and unsecured promise of Corebridge to deliver one share of Common Stock to the director. Directors are immediately vested in their DSUs upon grant.

• DSUs will be settled within 90 days after the later of (i) the last trading day of the month in which the director’s service on the Board terminates and (ii) the last trading day of the month in which the first anniversary of the date of the director’s commencement of service occurs.

• DSUs accrue dividend equivalents that are paid at the same time as the shares of Common Stock underlying the DSUs. A dividend equivalent is an unfunded and unsecured promise of Corebridge to pay cash to the director in an amount equal to the dividends the director would have received if the DSUs had been actual shares.

Matching Grants Program

Non-employee directors may participate in the Corebridge Matching Grants Program. Under this program, the Company will match donations to eligible charitable organizations of $25 or more on a 1:1 basis, up to $10,000 per director per year.

Director Stock Ownership Guidelines

Our non-employee directors are required to hold five times the value of their annual cash retainer (for 2025, equal to $600,000) in our Common Stock (including DSUs), which can be satisfied over time through retention of DSUs received as compensation.

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Proposal 1: Election of Directors

Fiscal 2026 Changes to Director Compensation Program

In March 2026, changes to the compensation program for the Company’s non-employee directors were recommended by the Nominating and Corporate Governance Committee and approved by the Board. These changes were recommended by the Compensation and Management Development Committee’s independent compensation consultant based on benchmarking of the Company’s non-employee director compensation program compared to peer data. The changes are intended to align director compensation with the competitive market and best practices.

The approved changes are as follows:

• The annual equity retainer was increased from $165,000 to $190,000; and

• A $10,000 annual cash retainer was added for serving as a member of the Audit Committee (excluding the Audit Committee Chair who is already entitled to a retainer under the non-employee director compensation program).

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Corporate Governance

We are committed to effective corporate governance practices that are designed to maintain high standards of oversight, accountability, integrity and ethics while promoting the long-term interests of stockholders.

The Board regularly reviews our corporate governance documents and makes modifications from time to time to reflect recent developments and investor feedback to ensure their continued effectiveness.

In 2025, we formed the Risk Committee to oversee and review our enterprise risk management (“ERM”) framework and the policies and procedures established by management to identify, assess, measure and manage key risks, including those related to market conditions, liquidity, credit, business and operations, catastrophes, legal and regulatory, technology, data privacy and cybersecurity.

The Board also completed a comprehensive corporate governance review, including reviews of our Amended and Restated Certificate of Incorporation, By-laws, Committee charters and Corporate Governance Guidelines. As a result of this review, we determined that our Amended and Restated Certificate of Incorporation as adopted at the time of our IPO inadvertently omitted provisions necessary to give operative effect to certain provisions of the By-laws. As a result, our Board called the Special Meeting for stockholders to approve amendments to the Amended and Restated Certificate of Incorporation to expressly authorize the Board to approve amendments to our By-laws and to implement provisions governing stockholder action by written consent, including a requirement that stockholders owning at least 25% of the voting power of the outstanding shares of our capital stock entitled to consent on the action sought to be taken by written consent must submit a written request before the Board is required to fix a record date for stockholders entitled to take action by written consent without Board support. Our stockholders approved these two amendments to the Amended and Restated Certificate of Incorporation and they became effective upon the filing of our Certificate of Incorporation with the Secretary of State of the State of Delaware on July 9, 2025.

In addition, as a result of our comprehensive corporate governance review, the Board approved amendments to the charters of the Committees to, among other changes, further clarify the oversight responsibility of the Risk Committee for compliance and other risks.

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Corporate Governance

The following table illustrates our current governance practices, including new practices since our 2025 Annual Meeting.

Key Governance Highlights

	Board Governance			Regular meetings of independent directors in executive sessions without management   Directors generally may not stand for election after reaching age 75   Directors are subject to limitations on board service at other public companies   Board generally will not appoint a Committee chair to serve for longer than a five-year term   Annual Board and Committee self-assessment process			Majority of the Board is independent   Independent Chair of the Board Risk Committee of the Board to ensure effective risk oversight   Regular reviews of corporate governance documents ♦  All members of the Audit Committee, Compensation and Management Development Committee and the Nominating and Corporate Governance Committee are independent
	Stockholder Rights			Annual election of directors with equal voting rights per share   Majority voting for directors in uncontested elections   Proxy access rights			Stockholder rights to call a special meeting of stockholders   Stockholder rights to act by written consent   No supermajority voting requirements   Annual “Say on Pay” vote

♦  New since our 2025 Annual Meeting

Leadership Structure

The Board does not have a policy mandating whether the roles of Chair and Chief Executive Officer should be separate or combined. Rather, the Board believes that it is in the best interests of Corebridge for the Board to periodically evaluate and make a determination regarding whether or not the Chair role should be held by an independent director and whether or not to separate or combine the roles of Chair and Chief Executive Officer, depending upon the circumstances. The Board’s policy, reflected in our By-laws, is that the role of Chair may or may not be filled by an independent director, and if the Chair is not independent, the Board shall elect a Lead Independent Director, considering the recommendation of the independent directors.

The Board currently separates the role of Chair from the role of Chief Executive Officer, with Mr. Colberg serving as Chair and Mr. Costantini serving as President and Chief Executive Officer. The Board believes that separating the roles of Chief Executive Officer and Chair is the appropriate leadership structure for Corebridge at this time because it results in an effective balancing of responsibilities, experience and perspectives that meets the current corporate governance needs and oversight responsibilities of the Board. The Board believes that this structure allows our Chief Executive Officer to focus on executing Corebridge’s strategic plan and managing Corebridge’s operations and performance, while allowing the Chair to focus on the effectiveness of the Board and independent oversight of our senior management team.

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Corporate Governance

The duties and responsibilities of the Chair, the Lead Independent Director and the Chief Executive Officer include the following:

Chair of the Board

• 

Providing leadership to the Board and taking responsibility for the Board’s effectiveness;

• 

Chairing meetings of the Board and the annual stockholder meeting;

• 

Communicating with stockholders, stakeholders and government officials;

• 

Reviewing and approving the agendas for and the scheduling of meetings of the Board (if the Chair is independent and there is no Lead Independent Director);

• 

Coordinating with the chairs of each Committee to schedule Committee meetings;

• 

Reviewing the quality, quantity, appropriateness and timeliness of information provided to the Board, in consultation with the Lead Independent Director (if there is one); and

• 

Conferring regularly with the Lead Independent Director (if there is one) on matters of importance that may require action or oversight by the Board.

In the event that the Chair is an independent director, the duties of the Chair will also include the duties of the Lead Independent Director outlined below, except to the extent inapplicable due to the combining of such roles.

Lead Independent Director (if the Chair is not independent)

• 

Providing advice, guidance and assistance to the Chair, as requested;

• 

Calling and chairing the executive sessions of the independent directors, in conjunction with each regularly scheduled meeting of the Board, and calling and chairing additional executive sessions and meetings of the independent directors, as needed;

• 

Reporting to the Chief Executive Officer and Chair regarding feedback from executive sessions;

• 

Approving, in consultation with the Chair, the agendas for and the scheduling of meetings of the Board;

• 

Chairing meetings of the Board in the absence of the Chair;

• 

Serving as a liaison between the Chair and the independent directors;

• 

Reviewing and approving, in consultation with the Chair, the quality, quantity, appropriateness and timeliness of information provided to the Board;

• 

Communicating with stockholders, stakeholders and government officials;

• 

Coordinating with the Chair and with the chair of the Nominating and Corporate Governance Committee with respect to identifying and evaluating candidates qualified to serve as directors on the Board and the format and process for the performance evaluations of the Board and its Committees;

• 

Conferring regularly with the Chair on matters of importance that may require action or oversight by the Board; and

• 

Carrying out such other duties as are requested by the independent directors, the Board or any of the Committees from time to time.

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Corporate Governance

Chief Executive Officer

• 

Leading the affairs of the Company, subject to the overall direction and supervision of the Board and its Committees and subject to such powers as are reserved by the Board and its Committees;

• 

Consulting and advising the Board and its Committees on the business and affairs of the Company;

• 

Communicating with stockholders, stakeholders and government officials in consultation with the Chair and Lead Independent Director (if there is one); and

• 

Performing such other duties as may be assigned by the Board.

Non-management members of the Board meet at regularly scheduled executive sessions without management, and independent members of the Board meet at regularly scheduled executive sessions without non-independent members of the Board. The Lead Independent Director (if there is one) or the Chair (if independent) presides at executive sessions. Each of the Committees also meets regularly in executive session without management, and the Committee chair presides at the executive sessions.

Board Effectiveness

Attendance at Board, Committee and Annual Meetings

The Board considers director attendance at Board and Committee meetings an essential duty of a director. Accordingly, the Corporate Governance Guidelines provide that any director who, for two consecutive calendar years, attends fewer than 75% of the regular meetings of the Board and the meetings of all Committees of which such director is a voting member will not be nominated for re-election at the annual meeting in the next succeeding calendar year, absent special circumstances determined by the Board, considering the recommendation of the Nominating and Corporate Governance Committee.

Our Board held a total of ten meetings during 2025. Each director who served in 2025 attended at least 75% of the aggregate of the (i) total number of meetings of our Board and (ii) total number of meetings held by all Committees on which such director served during 2025. Overall attendance at Board and Committee meetings during 2025 was approximately 98% for all current and former directors as a group.

All directors are expected to attend our annual meetings of stockholders. All directors who were then serving on the Board attended our 2025 Annual Meeting.

Director Service on Other Boards

We value the experience directors bring from other boards on which they serve but recognize that those boards also present significant demands on a director’s time and availability and may present conflicts and legal issues. Directors must obtain prior consent from the chair of the Nominating and Corporate Governance Committee in advance of accepting membership on any other public company board of directors or other significant commitments involving affiliation with other businesses or governmental units.

It is our policy that our Chief Executive Officer should not serve on the board of directors of more than one public company (other than Corebridge or a company in which Corebridge has a significant equity interest). In addition, absent special circumstances, the Board generally considers it desirable for: (1) other directors not to serve on the boards of directors of more than three public companies (other than Corebridge or a company in which Corebridge has a significant equity interest); (2) other directors who are executive officers of another public company not to serve on the boards of directors of more than one public company (other than Corebridge and the public company for which he/she serves as an executive officer); and (3) members of the Audit Committee not to serve on more than two other public company board audit committees.

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Corporate Governance

Director Orientation and Continuing Education

All new directors participate in a robust and comprehensive director orientation during which they meet with senior executives, fellow directors and our independent auditor. New directors receive extensive written orientation materials to familiarize them with our business and strategic priorities, the life insurance and retirement industry, our accounting practices, our culture, policies, practices and history, and the legal, compliance and ethical responsibilities of public company directors and other matters critical to the ability of a new director to fulfill his or her responsibilities.

We believe that director education is vital to the ability of directors to fulfill their roles and we provide varied opportunities to support their continuous learning. Directors are encouraged to attend outside continuing education programs and are reimbursed for the cost of such programs and related expenses.

The Board’s Self-Evaluation Process

The Board recognizes the importance of regularly evaluating its performance to ensure that the Board and its Committees operate effectively and efficiently. The Nominating and Corporate Governance Committee, with oversight from the Chair (who also serves as Chair of the Nominating and Corporate Governance Committee), leads the Board in an annual self-evaluation to assess the performance and effectiveness of the Board. The Nominating and Corporate Governance Committee is responsible for oversight of the evaluation process and reports on the process to the Board.

In 2025, the Board engaged an independent third-party consultant, experienced in corporate governance matters, to facilitate a robust assessment process. This process was designed to assess the performance and effectiveness of the Board as a group and to identify opportunities to improve processes and effectiveness. The following describes the process by which our Board carried out its evaluation in 2025.

Step 1 Board Performance Assessment			The Board and management initially completed separate in-depth digital questionnaires prepared by the independent third-party consultant, which covered key topics of board governance, collecting both quantitative data and qualitative perspectives. The Board assessed its performance across nine key governance areas, while management focused on a subset of six relevant areas. The independent third-party consultant reviewed the findings from this first step and identified key topics to probe for further insights.
Step 2 Individual Interviews			The key topics identified were discussed, as part of the second step, with each director in individual meetings to gain additional perspective.
Step 3 Board Review			The information collected through steps 1 and 2 of the evaluation process was aggregated and presented to the entire Board by the independent third-party consultant as a comprehensive report, including comparisons against benchmark board self-evaluations. During the presentation, the independent third-party consultant made recommendations that were discussed by the Board. The review and discussion of the results will continue to inform Board-related matters going forward.

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Corporate Governance

Risk Oversight

We consider risk management to be an integral part of our business strategy and a key element of our approach to corporate governance. We have an integrated process for managing risks throughout our organization in accordance with our firm-wide risk appetite, which is overseen by the Board as a whole and through its Committees.

The Board

The Board, directly and through its Committees, oversees the overall management of risk, including those related to market conditions, reserves, investments, liquidity, capital, legal, compliance and regulatory, governance, director independence and related party transactions, sustainability and cybersecurity and approves the Company’s Risk Appetite Statement. While each Committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board is regularly informed through Committee reports about such risks and participates in regularly scheduled Board discussions with management, including our Chief Risk Officer (the “CRO”) and outside advisors covering such risks.

	Committee Responsibilities
	Audit Committee The Audit Committee oversees the overall integrity of our financial statements, accounting and auditing matters, our compliance with legal, compliance and regulatory and public disclosure requirements, and discusses the guidelines and policies governing the process by which exposures to risk are handled, including our major financial risk exposures, and the steps management has taken to monitor and control such exposures, and liaises with the Risk Committee, as appropriate.			Compensation and Management Development Committee The Compensation and Management Development Committee oversees risks arising from our compensation programs and policies, including reviewing risk assessments of our compensation programs and policies and overseeing steps to monitor and control such risk exposures, and liaising with the Risk Committee, as appropriate. The Compensation and Management Development Committee also reviews other relevant risk areas in connection with its oversight of our human capital management practices and programs.
	Nominating and Corporate Governance Committee The Nominating and Corporate Governance Committee oversees risks associated with Board organization and performance, director independence, conflicts of interest, CEO succession planning, our corporate governance framework and our Director, Officer and Senior Financial Officer Code of Business Conduct and Ethics. The Nominating and Corporate Governance Committee also oversees our policies, practices and reporting with respect to current and emerging public policy issues of significance to us, including issues relating to responsible business activities to the extent not delegated to other committees of the Board.			Risk Committee The Risk Committee oversees Corebridge’s enterprise risk management (“ERM”) framework and the policies and procedures established by management to identify, assess, measure and manage key risks facing Corebridge, including those related to market conditions, liquidity, credit, business and operations, catastrophes, legal and regulatory, technology, data privacy and cybersecurity.

	Management
	Senior Management Members of senior management, led by our CEO and supported by our General Counsel and CRO, have the day-to-day responsibility for assessing and managing Corebridge’s risk exposure, under the oversight of the Board and its Committees. We leverage our senior management’s various expertise to identify and assess the effectiveness of risk management and mitigation methods and provide updates on critical risks to the Board. Our senior			Enterprise Risk Committee The Corebridge Enterprise Risk Committee (the “CERC”) is comprised of senior management personnel and led by our CRO, who is the head of our ERM function. ERM supports the identification, measurement, management, monitoring and reporting of major risks, which include cybersecurity risks. The CERC is responsible for addressing significant reported risks and issues, including those related to cybersecurity, to			Disclosure Committee The Disclosure Committee is comprised of senior management personnel and regularly reviews Corebridge’s financial and business disclosures, including quarterly and annual reports prior to filing with the SEC. The Disclosure Committee works to ensure that Corebridge’s required disclosures regarding its risks are accurate, complete and timely. Corebridge’s internal legal and financial reporting teams seek input and advice from

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Corporate Governance

	Management
	management, including our General Counsel and CRO, report to the Board and its Committees regarding our operations, strategies and objectives and related risks, as well as plans to monitor and address such risks.			protect Corebridge’s financial strength, optimize Corebridge’s intrinsic value, and protect Corebridge’s reputation. The CERC has several sub-committees with members of senior management to oversee financial, non-financial, and line of business risks.			internal subject matter experts and external advisors in drafting specific disclosures, and such input and advice is communicated to the Disclosure Committee.

Privacy and Cybersecurity Risk Oversight

Corebridge has implemented policies and procedures to facilitate management and oversight of privacy and cybersecurity risks by Corebridge’s senior management and Board by enabling our operations, compliance and risk management functions that monitor privacy and cybersecurity risks and examine control performance to report and escalate these risks to our senior management and Board, as appropriate.

The Risk Committee oversees Corebridge’s enterprise risk management framework and the policies and procedures established by management to identify, assess, measure and manage key risks facing Corebridge, including those related to privacy and cybersecurity, and the Risk Committee reports regularly to the Board.

Our CRO reports to the Risk Committee on risk issues, including privacy and cybersecurity risks, during quarterly meetings of the Risk Committee. In addition, Corebridge’s Chief Information Officer (“CIO”), Chief Information Security Officer (“CISO”) and Chief Compliance Officer (“CCO”) provide regular updates to the CERC and the Risk Committee regarding Corebridge’s management of privacy, technology, enterprise resiliency and cybersecurity risks. The CIO, CCO, CISO and business segment specific CIOs, CCOs and CISOs also report to Corebridge’s subsidiary boards and the CERC as needed on material privacy and cybersecurity risks and strategies, including material changes to these programs. Corebridge’s privacy, cybersecurity and resiliency incident response plans and procedures establish response and escalation protocols in connection with potential privacy, cybersecurity and business interruption incidents, pursuant to which incidents are responded to by multidisciplinary teams and are further escalated to the attention of senior management and our Board when applicable. For additional information related to our processes and management of cybersecurity threats and risks, see Part I, Item 1.C of our 2025 Form 10-K.

Board Oversight of Human Capital Management

Our Compensation and Management Development Committee is responsible for overseeing human capital management practices and programs, which relate to attracting new employees and retaining and developing our personnel. Management periodically reports to the Compensation and Management Development Committee on our various human capital management programs and initiatives. On succession planning, the Nominating and Corporate Governance Committee oversees and reports to the Board on succession planning with respect to the CEO. The CEO presents, at least annually, to the Board, and the Board reviews, a plan for management succession for the other policy-making officers.

CEO Succession Planning

Effective December 1, 2025, Mr. Costantini succeeded Mr. Hogan as our President, Chief Executive Officer and a member of our Board. This transition was the result of a succession planning process led by our Board. Our Board formed a special committee to lead the search process, with the support of a leading external executive search firm. The search firm assisted the committee in developing the key search criteria, focusing on the skills, expertise, experience and competencies necessary for our next President and CEO. The special committee evaluated both internal and external candidates in seeking a proven leader to guide our Company’s strategic initiatives and future growth. The committee ultimately recommended, and our

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Corporate Governance

Board appointed, Mr. Costantini due to his demonstrated leadership, comprehensive understanding of our business, industry and strategic priorities and his possession of the skills and experience necessary to continue to advance our strategy and achievement of our goals. To ensure continuity and a stable transition, as part of this succession planning process, Mr. Hogan remained as a special advisor to the Board until June 1, 2026, at which date his employment terminated.

The Nominating and Corporate Governance Committee oversees and reports to the Board on succession planning with respect to the CEO. In 2025, we made enhancements to our CEO succession planning, including retaining a third-party firm to assist in augmenting and facilitating the process. CEO succession planning is periodically reviewed by the Nominating and Corporate Governance Committee with the Board, including the identification, development and progress of internal candidates, and how candidates have been assessed as well as the skills, experience and attributes that the Board believes are important to be an effective CEO in light of our business strategy.

Management Succession Planning

The Board recognizes the importance of management succession planning. To this end, under our Corporate Governance Guidelines, our CEO presents, at least annually, a plan for management succession for the other policy-making officers to the Board. The plan includes readiness assessments and career development opportunities for key positions.

In addition, management periodically performs larger organizational talent reviews, through which top internal talent is identified for roles below the CEO. Succession plans for critical roles are evaluated to assess the strength, depth and readiness of our talent bench. The majority of critical roles have at least one identified internal successor.

We are focused on raising the profile of high performing employees and assisting our top leaders to develop the skills, behaviors and leadership acumen needed to continue to advance the organization.

As previously announced, Elias Habayeb resigned from the position of Chief Financial Officer of the Company effective April 24, 2026. On April 15, 2026, 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 currently serves as the Company’s Interim Chief Financial Officer and Chief Accounting Officer.

Sustainable Operations

With a broad portfolio of products offered through partners and advisors, we help people envision their future. Long-term business sustainability is critical to our ability to meet our customers’ needs, particularly in light of demographic trends driving the need for longer-term financial wellness. The backbone of our sustainability is a diversified, well-managed product line with a balanced and diverse approach to product distribution. Our multi-layered approach also relies on responsible governance, capital management with a view toward our long-term commitments, dynamic pricing, a risk-managed investment portfolio and hedging of market risks where applicable and economically prudent.

The Nominating and Corporate Governance Committee oversees and reports to the Board as necessary with respect to current and emerging public policy issues of significance, including issues of significance relating to responsible business activities to the extent not delegated to other Committees. The Nominating and Corporate Governance Committee also reviews reports regarding political contributions and lobbying activities by Corebridge and its subsidiaries.

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Codes of Conduct

The Board has adopted the Corebridge Director, Officer and Senior Financial Officer Code of Business Conduct and Ethics, applicable to all members of the Board, all members of the Company’s other boards of directors, and the Company’s officers (as appointed by the Board) and senior financial officers (defined as Corebridge’s CEO, Chief Financial Officer, Principal Accounting Officer and designated individuals associated with the Company’s financial statement representation process). Directors, officers and senior financial officers that are also Company employees must also adhere to the separate Corebridge Code of Conduct. Any amendment to the Corebridge Director, Officer and Senior Financial Officer Code of Business Conduct and Ethics and/or the Corebridge Code of Conduct and any waiver applicable to Corebridge’s directors, officers or senior financial officers will be posted on the Investors-Leadership and Governance-Governance Documents section of our website at www.corebridgefinancial.com within the time period required by the SEC and the NYSE.

Insider Trading Policy

We have adopted policies and procedures governing purchases, sales, and other dispositions of our securities by our directors, officers, employees, secondees and the Company itself (such policies and procedures, our “Insider Trading Policy”). We believe our Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable NYSE listing standards.

The foregoing summary of our Insider Trading Policy does not purport to be complete and is qualified by reference to our Insider Trading Policy, a copy of which is filed as Exhibit 19.1 to our 2025 Form 10-K. For more information on our Insider Trading Policy, see “Compensation Discussion and Analysis—Other Compensation Policies.”

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Stockholder Engagement

Corebridge has developed a robust stockholder engagement program designed to foster an active, constructive and ongoing dialogue with stockholders and other stakeholders on matters of significance to Corebridge and its stockholders and other stakeholders. These meetings strengthen our relationship with our stockholders and reinforce our commitment to incorporate stockholder feedback into various decisions made by the Board and management.

Our Board prioritizes fostering and sustaining long-term, positive relationships with our stockholders and maintaining their trust. Direct engagement with stockholders helps us gain useful feedback on corporate governance topics such as board oversight, board composition and refreshment, executive compensation, stockholder rights and voting issues, and corporate sustainability topics. Stockholder feedback also helps us better tailor our disclosure to address the interests and inquiries of stockholders.

In addition, our stockholder engagement efforts are complementary to outreach conducted by members of senior management through our Investor Relations department as they regularly meet with stockholders and participate in investor conferences. Management shares feedback from other investor meetings, conferences and stockholder dialogue with the Board.

2025 and Early 2026 Stockholder Engagement

During the fall of 2025 and early 2026, we conducted stockholder engagement with the stewardship teams of our largest institutional stockholders (excluding our stockholders with Board representation (Nippon, AIG and Blackstone) who at the time represented 46.4% of our outstanding shares). We reached out to 30 stockholders representing approximately 21.5% of our outstanding Common Stock, and we met with each stockholder who accepted our invitation and accepted all inbound engagement requests.

Stockholder feedback was communicated to our Board, which informs the Board’s discussions on a variety of topics. We and the Board remain committed to consistent and substantive stockholder engagement and to incorporating stockholder perspectives in our governance and compensation decisions.

Board Committees

The Board has standing Audit, Compensation and Management Development, Nominating and Corporate Governance and Risk Committees.

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In 2025, we formed the Risk Committee to oversee and review our ERM framework and the policies and procedures established by management to identify, assess, measure and manage key risks, including those related to market conditions, liquidity, credit, business and operations, catastrophes, legal and regulatory, technology, data privacy, and cybersecurity.

Each of the Audit Committee, Compensation and Management Development Committee and Nominating and Corporate Governance Committee is composed entirely of independent directors and operates pursuant to a charter that has been approved by the Board, is reviewed at least annually and is available free of charge in the Investors—Leadership and Governance—Governance Documents section of our website at www.corebridgefinancial.com.

The table below indicates the composition of each of the Committees of our Board as of the date of this Proxy Statement.

DIRECTORS

Audit Committee

Compensation and Management Development Committee

Nominating and Corporate Governance Committee

Risk Committee

Alan Colberg

Edward Bousa

​

Keith Gubbay

Deborah Leone

Christopher Lynch

Colin J. Parris

Amy Schioldager

​

Tomohiro Yao

			Chair of the Board						Financial Expert
			Committee Chair
			Committee Member

Colin J. Parris joined the Audit Committee and the Nominating and Corporate Governance Committee in February 2025. Edward Bousa and Tomohiro Yao joined the Compensation and Management Development Committee in April 2025 and October 2025, respectively. Each of Amy Schioldager, Rose Marie Glazer, Keith Gubbay and Christopher Lynch joined the Risk Committee in February 2025 when the Risk Committee was formed. Tomohiro Yao joined the Nominating and Corporate Governance Committee in April 2026. Ms. Glazer stepped down from the Risk Committee at the time of her resignation from the Board in March 2026.

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Corporate Governance

Audit Committee

Current Members

Christopher Lynch (Chair)

Edward Bousa

Deborah Leone

Colin J. Parris

Qualifications

The Board has determined that each member is independent and “financially literate” under applicable Exchange Act and NYSE rules, and our Board has designated Mr. Lynch, Mr. Bousa and Ms. Leone as “audit committee financial experts,” as that term is defined under SEC rules.

Meetings

2025 Audit Committee Meetings and Attendance
​8 meetings			​97% average attendance

Primary Responsibilities

As more fully described in its charter, the purpose and primary responsibilities of the Audit Committee are:

• 

Overseeing the integrity of our financial statements, our compliance with legal and regulatory requirements, the independent auditor’s qualifications, independence and performance and the performance of our internal audit function

• 

Appointing and overseeing the relationship with our independent registered public accounting firm

• 

Reviewing, overseeing and discussing with management, our internal audit function and our independent auditor, as appropriate, the financial reports we provide to the SEC and our stockholders and our accounting policies, internal accounting controls, internal control over financial reporting, auditing functions and financial reporting practices

• 

Overseeing the appointment of the chief internal auditor and reviewing and approving the chief internal auditor’s proposed audit plan and financial budget

• 

Discussing the guidelines and policies governing the process by which exposures to risk are handled, including major financial risk exposures, and liaising with the Risk Committee, as appropriate

• 

Reviewing and approving transactions with related persons as appropriate

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Corporate Governance

Compensation and Management Development Committee

Current Members

Deborah Leone (Chair)

Edward Bousa

Tomohiro Yao

Qualifications

The Board has determined that each member is independent under applicable NYSE rules, including the heightened independence standard for compensation committee members, and each member is a “non-employee director” as defined by applicable SEC rules and regulations.

Meetings

2025 Compensation and Management Development Committee Meetings and Attendance
​9 meetings			​100% average attendance

Primary Responsibilities

As more fully described in its charter, the purpose and primary responsibilities of the Compensation and Management Development Committee are:

• 

Overseeing and making recommendations to the Board with respect to our executive compensation and benefits philosophy and policies

• 

Reviewing and approving annual corporate goals, objectives and metrics relevant to the compensation of the CEO, evaluating CEO performance in light of those goals, objectives and metrics and determining and recommending Board approval of the CEO’s compensation based on its evaluation

• 

Reviewing and approving incentive award performance goals, objectives and metrics for Section 16 Officers and evaluating their performance in light of those goals, objectives and metrics, and based on recommendations from the CEO, approving the compensation of Section 16 Officers

• 

Reviewing the results of advisory stockholder votes on executive compensation and the frequency of such votes and considering adjustments to our executive compensation policies and practices as a result of such votes

• 

Establishing and reviewing compliance with stock ownership guidelines for Section 16 Officers

• 

Overseeing the assessment of the risks related to compensation programs and policies, and the steps to monitor and control such risk exposures, and liaising with the Risk Committee, as appropriate

• 

Overseeing human capital management practices and programs

• 

Engaging and overseeing the services of an independent compensation consultant to advise on executive compensation matters

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Corporate Governance

Nominating and Corporate Governance Committee

Current Members

Alan Colberg (Chair)

Colin J. Parris

Amy Schioldager

Tomohiro Yao

Qualifications

The Board has determined that each member is independent under applicable NYSE rules.

Meetings

2025 Nominating and Corporate Governance Committee Meetings and Attendance
​7 meetings			​97% average attendance

Primary Responsibilities

As more fully described in its charter, the purpose and primary responsibilities of the Nominating and Corporate Governance Committee are:

• 

In consultation with the Chair and the Lead Independent Director, if there is one, identifying, evaluating and recommending to the Board candidates qualified to serve as directors under criteria approved by the Board

• 

Reviewing and making recommendations to the Board regarding Committee and Committee chair assignments, determinations of director independence and the appropriate size and composition of the Board and Committees

• 

Overseeing and reporting to the Board on succession planning with respect to the CEO

• 

Overseeing the performance evaluation of the Board and Committees

• 

Reviewing and making recommendations to the Board regarding Corebridge’s corporate governance framework

• 

Reviewing and making recommendations to the Board regarding non-management director compensation and the minimum stock ownership guidelines for non-management directors

• 

Overseeing our policies, practices and reporting with respect to current and emerging public policy issues of significance to the Company, including issues relating to responsible business activities to the extent not delegated to other Committees

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Corporate Governance

Risk Committee

Current Members

Amy Schioldager (Chair)

Keith Gubbay

Christopher Lynch

Qualifications

The Risk Committee Charter requires that the Chair be independent and the other members understand risk management principles and practices relevant to Corebridge.

Meetings

2025 Risk Committee Meetings and Attendance
​4 meetings			​94% average attendance

Primary Responsibilities

As more fully described in its charter, the purpose and primary responsibilities of the Risk Committee are:

• 

Overseeing and reviewing Corebridge’s ERM framework and the policies and procedures established by management to identify, assess, measure and manage key risks facing Corebridge, including those related to market conditions, liquidity, credit, business and operations, catastrophes, legal and regulatory, technology, data privacy and cybersecurity

• 

Reviewing and discussing regular reports from, and participating in the annual performance review of, the CRO and, from time to time, meeting in separate private sessions with the CCO to discuss any matters the Risk Committee deems appropriate

• 

Reviewing and discussing with management the assessment of key risks conducted by the ERM function and related risk management policies, control procedures and practices

• 

Reviewing and discussing with management risk management strategies, emerging risks, risk mitigation strategies and other matters related to the management of risks

• 

Reviewing ERM objectives and monitoring management’s execution of those objectives

• 

Reviewing the adequacy and effectiveness of the processes and controls pertaining to insurance risk-taking activities, risks associated with investments, risks associated with operations, and Corebridge’s information and cyber security policies and internal controls

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Corporate Governance Materials Available on Our Website

The following documents are available, free of charge, in the Investors—Leadership and Governance—Governance Documents section of our website at www.corebridgefinancial.com:

• Second Amended and Restated Certificate of Incorporation

• Second Amended and Restated By-laws

• Audit Committee Charter

• Compensation and Management Development Committee Charter

• Nominating and Corporate Governance Committee Charter

• Corporate Governance Guidelines

• Corebridge Director Communications Policy

• Director, Officer and Senior Financial Officer Code of Business Conduct and Ethics

• Corebridge Third Party Code of Conduct

• Code of Conduct

You may also request print copies of any of these documents by writing to our Investor Relations department at the address set forth under “Voting and Meeting Information—How Do I Obtain More Information about Corebridge?”

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Proposal 2:
Advisory Vote on
Executive Compensation
  The Board recommends that you vote FOR the approval of the 2025 compensation of our NEOs.

Under Section 14A of the Exchange Act, our stockholders are entitled to approve, on an advisory basis, the compensation of our NEOs as disclosed in this Proxy Statement each year. This vote gives our stockholders the opportunity to express their views on our NEOs’ compensation and the philosophy, policies and practices described in this Proxy Statement.

Specifically, we are asking our stockholders to vote on the following resolution:

RESOLVED: that the compensation paid to Corebridge Financial, Inc.’s Named Executive Officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis and the compensation tables and related narrative disclosure contained in this Proxy Statement, is hereby APPROVED.

While the vote on this resolution is advisory and therefore not binding on the Board, the outcome of the vote and discussions with stockholders in the coming year will inform the Board’s evaluation of our compensation practices and future compensation decisions. We expect the next advisory “Say on Pay” vote will occur at the 2027 annual meeting of stockholders, unless the merger transaction is completed prior to such date.

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Compensation Discussion and Analysis

This Compensation Discussion and Analysis provides an overview of the philosophy, goals and principal components of our 2025 direct compensation program as applied to our NEOs and an overview of our retirement and welfare plans and compensation policies. For the meaning of capitalized terms or acronyms used and not otherwise defined in this Compensation Discussion and Analysis, please see Appendix B.

2025 Named Executive Officers

Named Executive Officer			Title
Marc Costantini(1)			President and Chief Executive Officer
Elias Habayeb(2)			Former Executive Vice President and Chief Financial Officer
Lisa Longino			Executive Vice President and Chief Investment Officer
Jonathan Novak			Executive Vice President and President of Institutional Markets
Polly Klane(3)			Executive Vice President and General Counsel
Kevin Hogan(4)			Former President and Chief Executive Officer

(1)
Mr. Costantini was appointed as President and Chief Executive Officer effective December 1, 2025.

(2)
Mr. Habayeb ceased serving as Chief Financial Officer effective April 24, 2026.

(3)
Ms. Klane was appointed as Executive Vice President and General Counsel effective February 10, 2025.

(4)
Mr. Hogan ceased serving as President and Chief Executive Officer on December 1, 2025.

Executive Summary

Key Leadership Change

Fiscal 2025 marked an important leadership transition for Corebridge. After more than a decade of dedicated service, Kevin Hogan transitioned from President and Chief Executive Officer of the Company to Special Advisor to the Board. Mr. Hogan played a significant role in positioning the Company as a standalone public organization and guiding it through a period of strategic and operational evolution.

Following a comprehensive and deliberate succession planning process led by the Board, Marc Costantini was appointed President and Chief Executive Officer in December 2025. The Board’s succession process focused on identifying a leader with the experience and capabilities necessary to advance the Company’s long-term strategy and deliver sustained shareholder value.

Mr. Costantini brings more than 35 years of experience across leading firms in the financial services industry. His background includes senior leadership roles spanning strategy, product innovation, digital transformation, corporate development, operations, finance, distribution and risk management. In addition, he has demonstrated a strong customer-centric orientation and has a proven track record of driving strategic evolution within complex organizations. The Board believes Mr. Costantini’s breadth of experience and leadership capabilities position him well to guide Corebridge through its next phase of growth. Because Mr. Costantini joined the Company late in fiscal 2025, this Compensation Discussion and Analysis, as well as the accompanying compensation tables, primarily reflect compensation decisions and outcomes relating to Mr. Hogan and the Company’s other NEOs for the year. However, we have included a description of Mr. Costantini’s initial compensation arrangements, which the Compensation and Management Development Committee determined were appropriate and competitive in light of market practice and necessary to attract an executive of his experience and caliber.

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Compensation Discussion and Analysis

On April 15, 2026, 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 currently serves as the Company’s Interim Chief Financial Officer and Chief Accounting Officer.

Stockholder Engagement and Advisory Vote on Executive Compensation

Corebridge held its third “Say on Pay” vote in 2025. Our stockholders again indicated their strong satisfaction with our executive compensation program through their overwhelming approval of the 2025 “Say on Pay” vote (98% of votes cast in favor). The Compensation and Management Development Committee values the feedback of our stockholders and considered this feedback in approving the design of our 2025 executive compensation program.

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Compensation Discussion and Analysis

Compensation Philosophy

Our compensation philosophy is based on a set of foundational principles that guide how we structure our compensation program and how we reach compensation decisions. It is intended to be long-term oriented and risk-balanced, enabling Corebridge to deploy the best talent for its various business needs.

Consistent with this philosophy, we evaluate and adjust the programs for our executives, balancing Corebridge’s strategic priorities, talent needs, stakeholder feedback and market considerations to ensure the programs continue to meet their intended purpose. The following table details our foundational principles and the components of each principle that underlie our compensation philosophy:

Foundational Principles			Component
Attract and Retain			Offer market-competitive compensation opportunities to attract and retain the best employees and leaders for business needs
Pay for Performance			Create a pay-for-performance culture by offering STI and LTI compensation opportunities that reward employees for individual contributions and business performance
			Provide a market-competitive, performance-driven compensation structure through a four-part program that consists of base salary, STI, LTI and benefits
			In 2025, added Corebridge PSUs to the Company’s LTI program to incentivize the management team to focus on the Company's long-term goals, sustained profitable growth and stockholder value creation rather than short-term gains
Align Interests with Stockholders			Align the long-term economic interests of key employees with those of stockholders by ensuring that a meaningful component of their compensation is provided in the form of equity
			Motivate all employees to deliver long-term, sustainable and profitable growth, while balancing risk to create long-term, sustainable value for stockholders
			Avoid incentives that encourage employees to take unnecessary or excessive risks that could threaten the value or reputation of the Company
			Maintain strong compensation best practices by meeting evolving standards of compensation governance and complying with regulations applicable to employee compensation

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Compensation Discussion and Analysis

Corporate Governance Practices

We maintain strong corporate governance practices related to our compensation programs as described below.

	What We Do			What We Don’t Do
	Pay for performance     Align performance objectives with company strategy     Majority of our NEOs’ target total direct compensation opportunity is variable and at-risk     Majority of our NEOs’ target total direct compensation opportunity is equity-based     Maintain meaningful Corebridge stock ownership guidelines     Cap payout opportunities under incentive plans applicable to our NEOs     Maintain robust risk management policies, including clawback, anti-hedging and pledging policies     Maintain double-trigger change in control benefits     Conduct annual risk review of incentive plans     Engage independent compensation consultant     Bonus and incentive plan payouts with justifiable performance linkage and proper disclosure			X   No employment contracts containing multi-year guarantees for salary increases, non-performance-based bonuses or equity compensation  X   No tax gross-ups other than for tax equalization and relocation benefits  X   No reloading or repricing of stock options  X   No stock option grants with an exercise price below 100% of fair market value  X   No dividend or dividend equivalents payout unless and until related LTI awards vest  X   No excessive perquisites and severance and change in control benefits

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Compensation Discussion and Analysis

2025 Target Total Direct Compensation

Our NEOs’ direct compensation is designed to give appropriate weighting to fixed and variable pay, short-term and long-term performance, and business unit/function and enterprise-wide contributions. We provide three elements of annual direct compensation: (i) base salary, (ii) an STI award, and (iii) an LTI award.

The following charts show the breakdown between the various components of our NEOs’ 2025 target total direct compensation, with all CEO-related information discussing Mr. Hogan’s compensation package as he served as our President and Chief Executive Officer for nearly the entire year.

2025 CEO* Annual Target Direct Compensation

 

2025 Average Annual Target Direct Compensation of Other NEOs

 

*
CEO information reflects Mr. Hogan’s compensation package as he served as our Chief Executive Officer for nearly the entire year.

**
We consider stock options to be performance-based for purposes of each NEO’s annual target direct compensation because they encourage long-term performance and they are only valuable if our stock price increases over time, as the awards vest.

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Compensation Discussion and Analysis

Compensation Components

The following table provides a description of each element of our NEOs’ compensation in 2025, along with the purpose and foundational principles of each element.

	Component			Description			Purpose			Foundational Principles
	Direct Compensation
	Base Salary			Fixed cash compensation			To fairly compensate executives for the responsibilities of their positions, achieve an appropriate balance of fixed and variable pay and provide sufficient liquidity to discourage excessive risk-taking			•  Attract and retain the best talent by offering market-competitive compensation opportunities
	STI Awards			Variable annual cash incentive award determined based on performance relative to corporate and individual goals			To drive business objectives and strategies and reward performance delivered during the year			•  Attract and retain the best talent by offering market-competitive compensation opportunities •  Create a pay-for-performance culture by offering STI compensation opportunities that reward executives for individual contributions and business performance •  Provide an opportunity to incentivize and reward key indicators of performance, with a focus on guiding the organization towards balancing profitability, growth and risk
	LTI Awards			Equity-based compensation in the form of Corebridge PSUs, Corebridge RSUs and Corebridge Options			To reward long-term value creation and stock price appreciation, and align executive interests with those of our stockholders			•  Attract and retain the best talent by offering market-competitive compensation opportunities •  Align the long-term economic interests of our executives with those of stockholders by ensuring that a meaningful component of their compensation is provided in equity •  Create a pay-for-performance culture that rewards executives for delivering long-term, sustainable and profitable growth, while balancing risk to create long-term, sustainable value for stockholders

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Compensation Discussion and Analysis

	Component			Description			Purpose			Foundational Principles
	Indirect Compensation
	Retirement, Health and Welfare Programs			Retirement savings, financial protection and other compensation and benefits providing long-term financial support and security for employees			To assist with long-term financial support and security, including retirement savings			•  Attract and retain the best talent by offering market-competitive retirement, health and welfare benefit opportunities
	Perquisites			Certain perquisites as described in footnote (8) to the Summary Compensation Table			Allow our NEOs to concentrate on their responsibilities and our future success			•  Attract and retain the best talent by offering market-competitive benefits •  Recommendations of a third-party security study support our CEO being provided a personal driver and company car
	Termination Benefits
	Severance Benefits			Lump sum payment and other benefits for certain terminations of employment			​To treat employees fairly at termination and provide competitive total compensation packages in exchange for a release of employment-related claims			•  Attract and retain the best talent by offering market-competitive severance benefits •  Mitigate risk of potential employer liability and avoid future disputes or litigation
	Change in Control Benefits			Benefits in the event of termination related to a change in control			To help ensure ongoing retention of executives when considering potential transactions that may create uncertainty as to their future employment and enable us to obtain a release of employment-related claims			•  Attract and retain the best talent by offering market-competitive change in control benefits •  Mitigate the distraction caused by uncertainty arising in connection with potential transactions •  Mitigate risk of potential employer liability and avoid future disputes or litigation

Base Salary

The 2025 base salary for each of our NEOs is listed in the table below. Salaries are reviewed annually to determine whether they should be adjusted based on a broad range of factors including role scope, experience, skillset, performance and salaries for comparable positions at competitors, as well as internal parity among similarly situated officers. In February 2025, the Compensation and Management Development Committee determined it was appropriate to approve a 6% increase to Mr. Habayeb’s base salary, effective March 31, 2025, after considering the competitiveness of his compensation relative to market data per an independent analysis conducted by Meridian Compensation Partners, his individual performance to date, and the fact that such an increase would rebalance his fixed and variable compensation appropriately.

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Compensation Discussion and Analysis

	NEO			FY24 Base Salary ($)			FY25 Base Salary ($)			Change in Salary (%)
	Marc Costantini(1)			—			1,000,000			N/A
	Elias Habayeb			800,000			850,000			6%
	Lisa Longino			800,000			800,000			N/A
	Jonathan Novak			675,000			675,000			N/A
	Polly Klane(2)			—			600,000			N/A
	Kevin Hogan			1,250,000			1,250,000			N/A

(1)
Mr. Costantini was appointed President and Chief Executive Officer effective December 1, 2025 and therefore did not receive a base salary in 2024.

(2)
Ms. Klane was appointed Executive Vice President and General Counsel effective February 10, 2025 and therefore did not receive a base salary in 2024.

STI Awards

The 2025 target STI award opportunity for each of our NEOs is listed in the table below. Target STI award opportunities are reviewed annually to determine whether they should be adjusted based on a broad range of factors including role scope, experience, skillset, performance and target STI award opportunities for comparable positions at competitors, as well as internal parity among similarly situated officers.

In February 2025, the Compensation and Management Development Committee determined it was appropriate to approve an 8% increase in Mr. Habayeb’s target bonus opportunity for the same reasons described above with respect to Mr. Habayeb’s base salary increase. They also determined it was appropriate to approve a 17% increase in Mr. Hogan’s target STI opportunity as his role materially expanded in complexity and responsibility due to his leading a fully deconsolidated stand-alone public company. This adjustment aligned Mr. Hogan’s compensation with the market data for standalone public-company CEOs, rather than those serving in subsidiary roles.

	NEO(1)			FY24 Target STI Award ($)			FY25 Target STI Award ($)			Change in Target STI Award (%)
	Elias Habayeb			1,200,000			1,300,000			8%
	Lisa Longino			1,240,000			1,240,000			N/A
	Jonathan Novak			1,000,000			1,000,000			N/A
	Polly Klane(2)			—			900,000			N/A
	Kevin Hogan			2,250,000			2,625,000			17%

(1)
Mr. Costantini was appointed as President and Chief Executive Officer effective December 1, 2025 and therefore did not participate in the Company’s 2025 STI program or in the prior year’s program.

(2)
Ms. Klane was appointed Executive Vice President and General Counsel effective February 10, 2025 and therefore did not participate in the Company’s 2024 STI program.

2025 STI awards for our NEOs were earned based on a combination of a quantitative business performance score (the “Business Performance Score”) and an assessment of individual performance (the “Individual Performance Score”) as described below. The calculation was as follows, subject to an overall cap of 200% of the relevant NEO’s 2025 target STI award:

2025 Target
STI Award X Business
Performance
Score
(up to 150%) X Individual Performance Score
(up to 150%) = 2025
Actual
STI Award

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Business Performance Score

The Business Performance Score was determined by measuring corporate performance with respect to certain key metrics approved by the Compensation and Management Development Committee based on Corebridge’s strategy and business objectives. Three metrics were chosen to incentivize performance across a range of activities and balance the different types of metrics. The 2025 metrics, their relative weightings and the rationale for choosing each metric are set forth in the table below.

Metric			Weighting			Description			Rationale
Normalized Operating Earnings Per Share (“Normalized Operating EPS”)			40%			•  Operating earnings attributable to each outstanding share, subject to certain adjustments			•  Strong indicator of corporate performance for any given year •  Aligned with how investors assess financial performance for a public insurance company •  40% weight reflects its significance as the primary profitability measure evaluated by investors
Free Cash Flow			30%			•  Net annual insurance company distributions to Corebridge less GOE and interest expense on the financial debt			•  Measures financial health and capital generation of the Company •  Requires the maintenance of a strong balance sheet and balances risk taking •  Durable and industry standard metric for the foreseeable future •  30% weighting reflects the importance of this metric to investors while also providing balance to the Normalized Operating EPS metric from a risk-management perspective
Strategic Performance			30%			•  Objective and measurable goals aligned with focus on optimizing the balance sheet, managing capital and growing new business, maintaining expense efficiency and delivering on our risk and resiliency initiative			•  Ensures employees’ focus on critical activities to address identified sources of valuation overhang, further optimizes the balance sheet, maintain focus on expense discipline and enhances the organization’s risk and resiliency •  30% weighting reflects importance of these initiatives to achieving Corebridge's strategic priorities as a stand-alone company

Note: 

Normalized Operating EPS and Free Cash Flow are non-GAAP financial measures used by Corebridge. For more information on these measures, see Appendix A.

To determine the Business Performance Score, the Compensation and Management Development Committee established threshold, target, stretch and maximum performance goals for each metric, together with corresponding payout opportunities.

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The Business Performance Score ranges from 0% to 150% of target.

• Threshold Performance: Achievement of the threshold goal generates a payout equal to 50% of the metric’s weighting. Performance below threshold generates no payout for that metric.

• Target Performance: Achievement of the target goal for a metric generates a payout equal to 100% of that metric’s weighting.

• Stretch Performance: Achievement of the stretch goal generates a payout equal to 125% of the metric’s weighting.

• Maximum Performance: Achievement of the maximum goal generates a payout equal to 150% of the metric’s weighting. Performance above the maximum does not increase the payout beyond 150%.

For performance results that fall between established performance levels for Normalized Operating EPS, Free Cash Flow or Strategic Performance, the Committee applies linear interpolation to determine the applicable payout percentage.

On June 25, 2025, American General Life Insurance Company, a Texas insurance company subsidiary of the Company (“AGL”), and The United States Life Insurance Company in the City of New York, a New York insurance company subsidiary of the Company (“USL” and together with AGL, the “Ceding Companies”), entered into a Master Transaction Agreement (the “Agreement”) with Corporate Solutions Life Reinsurance Company, an Iowa-domiciled insurance company (“CSLR”), pursuant to which, among other things, subject to the terms and conditions thereof, at the applicable closing of the transactions contemplated thereby, AGL and CSLR, as well as USL and CSLR, entered into coinsurance and modified coinsurance agreements (the “Reinsurance Agreements”). Under the terms of the Reinsurance Agreements, the applicable Ceding Company will cede to CSLR 100% of the applicable reinsured liabilities with respect to (i) in-force individual variable annuity contracts issued prior to the effective time of the Reinsurance Agreements, and (ii) only with respect to AGL, new individual variable annuity contracts issued after the effective date of the Reinsurance Agreement. In addition, AGL agreed to sell all of its outstanding membership interests in SunAmerica Asset Management, LLC, an indirect wholly-owned subsidiary of the Company (“SAAMCo”), to Venerable Holdings, Inc., a Delaware corporation (“Venerable”). The closing with respect to the AGL Reinsurance Agreement occurred on August 1, 2025, while the sale of SAAMCo closed on January 1, 2026, and the USL Reinsurance Agreement closed on January 2, 2026.

The AGL portion represented 90% of the full transaction value and effectively reinsures the entire in-force book as of that closing date, which resulted in the removal of associated earnings and a freeing up of significant capital from the Individual Retirement Variable Annuity in-force book. As a result, Normalized Operating EPS, Free Cash Flow and General Operating Expenses (“GOE“) as part of the Strategic Performance metrics were normalized in determining the 2025 Business Performance Score, consistent with the adjustment criteria approved by the Compensation and Management Development Committee at the beginning of the performance period.

The Compensation and Management Development Committee determined that the 2025 Business Performance Score was 122%. The following table presents the performance range and actual results for each metric, along with their relative weightings and ultimate contribution to the Business Performance Score.

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	Performance Metric			Threshold (50%)			Target (100%)			Stretch (125%)			Maximum (150%)			Actual			Weighting			Percent Achieved
	Normalized Operating EPS			$4.55			$5.33			$5.53			$5.72			$5.40			40%			109%
	Free Cash Flow (in billions)			$1.26			$1.48			$1.54			$1.59			$1.58			30%			145%
	Strategic Performance			See table below															30%			118%
																						122%

Strategic Performance Metric

Threshold (50%)

Target (100%)

Stretch (125%)

Maximum (150%)

Actual

Percent Achieved

Balance Sheet Optimization

Disciplined process to evaluate accretive balance sheet optimization transactions aligned with strategic objectives

Complete balance sheet optimization transactions that deliver Net Transaction Proceeds (NTP) goal

Complete balance sheet optimization transactions that exceed NTP goal by 25%

Complete balance sheet optimization transactions that exceed NTP goal by 50% or complete transformational transaction

Reinsured Individual Retirement Variable Annuity in-force book

150%

General Operating Expenses (in millions)

$1,540

$1,480 to $1,430

$1,415

$1,400

$1,514

71%

Enhancing Risk & Resiliency

Establish multi-year risk and resiliency enhancement plan and achieve minimum objectives for 2025

Complete 2025 objectives per the plan

Complete 2025 objectives per the stretch plan

Substantially exceed 2025 stretch objectives defined in the plan

Exceeded stretch objectives defined in the plan through the mapping of critical processes, remediation of critical contracts and modernization of Identity & Access Management applications

133%

118%

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Individual Performance Score

In making its determination, the Compensation and Management Development Committee (or the Board with respect to our former CEO) reviewed each executive’s accomplishments against pre-established individual goals to determine the NEO’s Individual Performance Score, which could range from 0% to 150% and included the following achievements of the NEOs:

Elias Habayeb, Former Executive Vice President and Chief Financial Officer

​• 

Provided financial leadership to Corebridge to deliver on its business, strategic and financial plans, which resulted in Operating EPS growth both on a reported and run rate basis

• 

Created financial flexibility to fund record premiums and deposits of $42 billion (4% year-over-year increase) and at the same time increased insurance company dividends by 6% (excluding Venerable proceeds) while maintaining capital ratios well above target as a result of active management of the balance sheet

• 

Supported expansion of Bermuda strategy to enable capital efficient growth

• 

Pre-funded Bermuda’s 2026 capital and liquidity needs by raising $500 million from Corebridge’s inaugural institutional preferred stock issuance, which further evolved Corebridge’s standalone capital structure

• 

Led successful effort to exit financial risks on Individual Retirement Variable Annuities business via a reinsurance transaction with Venerable, which simplified the balance sheet and freed up over $2 billion in capital

• 

Expanded investor engagement and outreach

• 

Executed a strategy for successful inclusion in the S&P Midcap 400 index

Lisa Longino, Executive Vice President and Chief Investment Officer

​• 

Exceeded Net Investment Income (“NII”) target, resulting in $11.5 billion of NII including the Variable Annuities business that was sold during the year

• 

Generated a record $55+ billion in assets

• 

Generated gross $266 million and net $186 million incremental NII, supporting in-force portfolio returns

• 

Provided new asset solutions to support businesses, including new or expanded asset classes and portfolio tools or new types of hedging to minimize balance sheet volatility

• 

Developed internal strategic asset allocation model to guide long-term investment decisions and aligned strategic asset allocation with investment plan and tactical actions both in onshore and offshore portfolios

• 

Improved pricing and expense management by actively managing asset manager activity to ensure maximum spread/yield net management fees

• 

Successfully supported Venerable transaction through negotiation of investment strategy and guidelines, over $2 billion of asset transfers, $1.8 billion cash raised for dividends, and significant derivative and operational work

• 

Achieved full adoption of Aladdin IBOR (investment book of record) and ABOR (accounting book of record), and drove key analytic, operational and governance achievements

Jonathan Novak, Executive Vice President and President of Institutional Markets

​• 

Delivered strong results exceeding budget for Sales by 22% ($15.5 billion) and APTOI by 14% (~$587 million)

• 

New business volumes produced a Total Transaction Value (measuring total economic value created by sale of new business) of over $547 million surpassing budget by 121%

• 

Operationalized an asset/liability strategy for Corebridge Insurance Company of Bermuda and transacted over $7 billion of reinsurance (including Fixed and Fixed Indexed Annuities, Structured Settlements and Term Life)

• 

Established an enterprise-wide Balance Sheet Risk Management group to focus on in-force portfolios and balance sheet risk positioning

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Polly Klane, Executive Vice President and General Counsel

​• 

Implemented significant department reorganization to fill talent gaps and elevate high potential talent; established new department leadership team

• 

Provided legal and regulatory advice and support to help drive significant business initiatives including Venerable transaction, new product support including Registered Index-Linked Annuities launch, first Insurance Company Owned Life Insurance and Voluntary Early Retirement Program

• 

Played a leadership role in CEO transition

• 

Enhanced Board support by enhancing process to timely deliver comprehensive board materials, onboarding five new directors including conducting a robust orientation program, and building out committee structure and practices

• 

Managed a significant litigation portfolio of both enterprise level litigation as well as employment and customer disputes, resulting in no material payouts in 2025

• 

Maintained strong regulatory and legislative relationships and worked with regulators to garner approval for activities

Kevin Hogan, Former President and Chief Executive Officer

​• 

Continued to advance the Company’s strategic initiatives and position the organization for its next phase of growth

• 

Provided leadership and continuity during the CEO succession process, helping ensure a smooth transition

2025 STI Award Payout

2025 performance resulted in the following STI awards for the NEOs⁽¹⁾:

	NEO			2025 Target STI Award ($)			Business Performance Score			Individual Performance Score			2025 Actual STI Award ($)
	Elias Habayeb			1,300,000			122%			115%			1,824,000
	Lisa Longino			1,240,000			122%			110%			1,664,000
	Jonathan Novak			1,000,000			122%			110%			1,342,000
	Polly Klane			900,000			122%			115%			1,263,000
	Kevin Hogan(2)			2,625,000			122%			100%			3,202,500

(1)
Mr. Costantini was appointed as President and Chief Executive Officer effective December 1, 2025 and therefore did not participate in the Company’s 2025 STI program.

(2)
In connection with Mr. Hogan’s transition from President and Chief Executive Officer to Special Advisor to the Board effective December 1, 2025, Mr. Hogan was entitled to receive a regular STI award payment in respect of 2025 without proration.

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Compensation Discussion and Analysis

LTI Awards

Annual 2025 LTI Awards

2025 target LTI awards consisted of Corebridge PSUs, Corebridge RSUs and Corebridge Options in the proportions set forth below.⁽¹⁾

(1)
Reflects target proportions for Mr. Hogan, the Company’s President and Chief Executive Officer prior to December 1, 2025. Mr. Costantini, who was appointed as President and Chief Executive Officer effective December 1, 2025, will have the same mix of target LTI awards as other NEOs.

As part of its annual review and informed by an independent compensation assessment, the Compensation and Management Development Committee determined that total direct compensation for certain NEOs, particularly within the long-term incentive component, was below competitive market levels. In light of the Company’s transition to a standalone public company, the Compensation and Management Development Committee approved targeted increases to 2025 LTI award opportunities for select NEOs to better align compensation with market practice for similarly situated public company executives.

In February 2025, following its review of competitive market data and internal pay alignment and after considering the individual performance of NEOs, the Compensation and Management Development Committee approved the following:

• A 32% increase to Mr. Habayeb’s target LTI opportunity, consistent with the rationale described above regarding his base salary adjustment and to further align his compensation with competitive market levels.

• A 15% increase to Ms. Longino’s target LTI opportunity to better reflect prevailing market practice and to increase the proportion of her total direct compensation delivered in long-term, performance-based equity.

• In addition, the Committee approved a 93% increase to Mr. Hogan’s target LTI opportunity, aligned with the rationale supporting the adjustment to his target STI opportunity. Prior to this adjustment, his long-term incentive opportunity was positioned materially below market.

Additionally, in October 2024, the Compensation and Management Development Committee approved a 75% increase to Mr. Novak’s target LTI opportunity in recognition of his qualifications, strong performance, and the significant expansion of his leadership responsibilities, including oversight of optimizing the performance of the Company’s in-force portfolios, including its reinsurance portfolio.

The 2025 target LTI awards approved by the Compensation and Management Development Committee for each of our NEOs is listed in the table below. The target LTI award value is reviewed annually and adjusted based on a broad range of factors including role scope, experience, skillset, performance, and salaries for comparable positions at competitors, internal parity among similarly situated officers, and dilution and burn rate considerations.

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	NEO(1)			FY24 Target LTI Award ($)			FY25 Target LTI Award ($)			Change in Target LTI Award (%)
	Elias Habayeb			1,700,000			2,250,000			32%
	Lisa Longino			1,360,000			1,560,000			15%
	Jonathan Novak			900,000			1,575,000			75%
	Polly Klane(2)			—			1,500,000			N/A
	Kevin Hogan			4,000,000			7,700,000			93%

(1)
Mr. Costantini was appointed as President and Chief Executive Officer effective December 1, 2025 and therefore did not participate in the Company’s 2025 LTI program or in the prior year’s program. Upon commencement of employment, Mr. Costantini received a one-time LTI award of $10,000,000, consisting of Corebridge PSUs, Corebridge RSUs and Corebridge Options in the same proportion as our other executive officers and with the same performance targets and vesting schedules as the grants made to our other NEOs for 2025. Please see “New CEO Hire Package” below for more information.

(2)
Ms. Klane was appointed Executive Vice President and General Counsel effective February 10, 2025 and therefore did not participate in the Company’s 2024 LTI program.

The table below sets forth a brief description of the Corebridge PSUs, Corebridge RSUs and Corebridge Options granted to our NEOs in 2025, including the vesting terms, the rationale for the award type and the methodology used to calculate the number of Corebridge PSUs, Corebridge RSUs and Corebridge Options granted.

Type of Award			Vesting Terms			Rationale			Calculation of Number of Awards Granted
Corebridge PSUs* (50% of target value)			Corebridge PSUs granted to our NEOs will cliff vest on the third anniversary of the grant date and will be earned based on performance, subject to continued service on the vesting date (see section below entitled “2025 PSU Program” for more information)			Helps ensure that NEOs focus on the company's long-term goals, sustained profitable growth and stockholder value creation rather than short-term gains			Award value was divided by the average closing price of Common Stock over the five trading days preceding the grant date, rounded down to the nearest whole unit
Corebridge RSUs* (25% of target value)			Corebridge RSUs granted to our NEOs will vest in equal installments on each of the first, second and third anniversaries of the grant date, subject to continued service on each vesting date			Contributes to longer-term retention and promotes long-term performance, as the value of Corebridge RSUs is directly linked to increases and decreases in our stock price, further aligning NEO interests with those of our stockholders Aids in achieving meaningful stock ownership by our NEOs			Award value was divided by the average closing price of Common Stock over the five trading days preceding the grant date, rounded down to the nearest whole unit

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Type of Award			Vesting Terms			Rationale			Calculation of Number of Awards Granted
Corebridge Options** (25% of target value)			Corebridge Options granted to our NEOs will vest in equal installments on each of the first, second and third anniversaries of the grant date, subject to continued service on each vesting date			Encourages long-term performance, as Corebridge Options are only valuable if our stock price increases over time, as the awards vest			Award value was divided by the Black-Scholes value of a Corebridge Option on the grant date, rounded down to the nearest whole option

*
The 2025 Corebridge PSUs and Corebridge RSUs accrue cash dividend equivalents, which are an unfunded and unsecured promise to pay cash to the holder of Corebridge PSUs and Corebridge RSUs in an amount equal to the dividends the holder would have received if the Corebridge RSUs or Corebridge PSUs had been outstanding shares on the dividend record date. Cash dividend equivalents vest and are paid at the same time, and are subject to the same terms and conditions, as the Corebridge PSUs and Corebridge RSUs on which they are accrued (including, for the Corebridge PSUs, satisfaction of the relevant performance measures).

**
The 2025 Corebridge Options have a term of ten years and an exercise price of $33.55 ($29.75 for Mr. Costantini), which was the closing price of Corebridge’s Common Stock on the applicable grant date.

2025 PSU Program

In the first quarter of 2025, the Compensation and Management Development Committee enhanced the Company’s LTI awards by introducing performance stock units (“PSUs”) as a new award vehicle. Prior to 2025, long-term incentives consisted solely of time-based restricted stock units and stock options. The addition of PSUs increases the proportion of compensation that is explicitly performance-based and reflects the Committee’s commitment to evolving the LTI Plan in line with market practice and stockholder expectations.

The PSUs cliff vest on the third anniversary of the grant date and are earned based on performance against two equally weighted metrics over a three-year performance period from January 1, 2025 through December 31, 2027. By linking a meaningful portion of long-term compensation directly to rigorous multi-year performance objectives, the Compensation and Management Development Committee reinforces accountability for sustained profitable growth and long-term stockholder value creation. The two PSU metrics for 2025 were:

• Adjusted ROAE, measured against annual goals that were established at the beginning of the three-year performance period; and

• Total Shareholder Return (“TSR”) over the three-year performance period relative to a performance peer group.

Adjusted ROAE was chosen as it measures profitability and how Corebridge efficiently employs stockholders’ equity. Adjusted ROAE is an externally reported metric measured as adjusted after-tax operating income divided by average adjusted book value and is subject to additional adjustments. Adjusted ROAE is a non-GAAP financial measure. For more information on this measure, see Appendix A.

TSR was chosen because it directly aligns executive incentives with the overall performance of the Company as perceived by investors, encouraging decisions that maximize long-term value for stockholders. TSR is measured relative to the following peer companies.

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	1.			Aflac Incorporated			7.			MetLife, Inc.
	2.			Equitable Holdings, Inc.			8.			Primerica, Inc.
	3.			F&G Annuities & Life, Inc.			9.			Principal Financial Group, Inc.
	4.			Jackson National Life Insurance Company			10.			Prudential Financial, Inc.
	5.			Lincoln National Corporation			11.			Sun Life Financial, Inc.
	6.			Manulife Financial Corporation			12.			Voya Financial, Inc.

TSR is calculated using reported share prices that are adjusted for regular and special dividends paid over the performance period, which are assumed to be reinvested on each ex-dividend date. When necessary, share prices will be adjusted for the effects of stock splits and spin-offs. Ending dividend adjusted share prices will ultimately be measured using an average of December 2027 closing prices.

Payouts for each metric can range from 0% to 200% and threshold performance must be achieved in order to earn a minimum 50% payout. Payouts are interpolated for performance in between the goals for each metric.

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The chart below sets forth the design of our 2025 PSU program and the related metrics and goals.

				Performance Goal (% Payout)												Weighting
	Metric			Threshold (50%)			Target (100%)			Stretch (125% - Adjusted ROAE 150% - Relative TSR)			Maximum (200%)			2025			2026			2027			Total
	Adjusted ROAE (Annual Measurement)			10%			12%			14%			16%			17%			17%			17%			50%
	TSR (3-year Cumulative Measurement)			25th percentile			50th percentile			75th percentile			90th percentile			—			—			50%			50%
	Total															17%			17%			67%			100%

The Compensation and Management Development Committee will determine the results and payouts for each metric and the related goals following completion of the three-year performance period.

2025 Retention Awards

In connection with the CEO transition, to assist in maintaining leadership continuity and retaining critical talent, on September 19, 2025, the Compensation and Management Development Committee approved a grant of a retention equity award in the form of Corebridge RSUs to Ms. Longino with a grant date value of $1,500,000 (the “Retention Award”). The Retention Award cliff vests on September 30, 2027, subject to Ms. Longino’s continued employment with the Company through the vesting date, subject to accelerated vesting upon Ms. Longino’s termination of employment without Cause (without regard to Ms. Longino’s date of hire) or resignation for Good Reason, each as defined in the 2022 Corebridge Omnibus Incentive Plan and LTI Plan. Mr. Habayeb also received a retention equity award with a grant date value of $2,000,000 that was subject to the same terms as Ms. Longino's award, which was forfeited for no consideration upon his departure from the Company on April 24, 2026.

2022 AIG PSU Payout

Mr. Hogan received AIG PSUs in 2022 when Corebridge was still a wholly owned subsidiary of AIG. The three-year performance period for these AIG PSUs ended on December 31, 2024, and the AIG PSUs were settled in 2025. This award was subject to three performance metrics:

• Annual improvement in Accident Year Combined Ratio, as Adjusted (“AYCR, ex-CAT”) (weighted 50%)

• Diluted Normalized Adjusted After-Tax Income (“AATI”) Attributable to AIG Common Shareholders Per Share (weighted 40%)

• Relative Total Shareholder Return (weighted 10%)

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Each metric had threshold, target, stretch and maximum performance goals associated with it and a corresponding level of payout with interpolation for achievements between goals. The AIG PSU Earnout Percentage was 178% as detailed in the table below.

	Performance Metric			Period			Threshold (50%)			Target (100%)			Stretch (150%)			Maximum (200%)			Actual			% Achieved			Weighting			Contribution to AIG PSU Earnout Percentage
	Annual Improvement in Accident Year Combined Ratio, as adjusted*			2022			91.0%			89.9%			89.4%			88.9%			88.7%			200%			16%			32%
				2023			91.0%			89.9%			88.9%			87.9%			87.7%			200%			17%			34%
				2024			91.0%			89.9%			88.4%			86.9%			88.2%			157%			17%			27%
	Diluted Normalized AATI Attributable to AIG Common Shareholders Per Share*			Cumulative			$14.10			$14.80			$15.10			$15.50			$16.66			200%			40%			80%
	Relative Total Shareholder Return(1)			3-Years			6th or 7th			4th or 5th			2nd or 3rd			1st			6th			50%			10%			5%
	AIG PSU Earnout Percentage:																											178%

(1)
Relative Total Shareholder Return calculated in local currency based on (i) the average AIG stock prices for the month preceding the performance period; and (ii) the average AIG stock prices for the final month of the performance period. AIG’s Relative Total Shareholder Return peers comprised of Chubb, CNA Financial, The Hartford, Markel, Tokio Marine, Travelers and W.R. Berkley.

As reported AIG share prices are adjusted for regular and special dividends paid over the performance period as well as any stock splits and spin-offs. Beginning dividend-adjusted share prices are measured using the average of December 2021 closing prices. Ending dividend adjusted share prices are measured using the average of December 2024 closing prices.

New CEO Hire Package

In connection with Mr. Costantini’s appointment as President and Chief Executive Officer, in September 2025, we entered into an employment agreement with Mr. Costantini, which documents, among other things, his compensation and employment terms. A special committee of the Board spent significant time reviewing Mr. Costantini’s compensation package with the Compensation and Management Development Committee’s independent compensation consultant. In approving the final terms of Mr. Costantini’s compensation package, they considered, among other things:

• Corebridge’s critical need for a transformative leader at a pivotal moment in its history;

• Mr. Costantini’s proven track record of successful strategic evolution, profitable growth and stockholder value creation;

• The substantial value of the cash and equity compensation that Mr. Costantini would forfeit upon his departure from his prior employer in both the near- and long-term;

• Mr. Costantini’s total target direct compensation at his prior employer;

• Compensation paid to chief executive officers in Corebridge’s peer group; and

• The recommendations of the Compensation and Management Development Committee and its independent compensation consultant.

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Based on such considerations, the special committee of the Board ultimately determined that such a compensation package was necessary to recruit an executive of the caliber of Mr. Costantini. In determining the amount of target compensation for Mr. Costantini, the special committee considered Mr. Costantini’s skills and experience, his role and responsibilities, market data, his prior compensation and the desire and need to attract Mr. Costantini to join Corebridge.

Component			Description			Philosophy and Rationale
Base Salary			Annual base salary of $1,000,000			Provides a predictable level of income
Target Annual Cash Short-term Incentive Award			Target annual cash short-term incentive award of $2,500,000			Ties additional upside earning opportunity to Company and individual performance results
Target Annual Long-term Incentive Award			Target annual long-term incentive award of $8,000,000			​Provides long-term, equity-based incentives that align executive compensation with stockholder interests.
One-time Cash Sign-on Bonus Award			$5,500,000, subject to repayment if Mr. Costantini resigns without good reason or is terminated with cause within two years			​Provided to replace the estimated value of the 2025 annual cash incentive and a portion of the equity awards Mr. Costantini forfeited when leaving his prior employer to join Corebridge, which would have vested in the near term
One-time New Hire Long-term Incentive Award			$10,000,000 consisting of Corebridge PSUs, Corebridge RSUs and Corebridge Options in the same proportion as our other executive officers’ annual grant for 2025			​Provided to replace the estimated value of the remaining equity awards Mr. Costantini forfeited when leaving his prior employer to join Corebridge
One-time Relocation Assistance Stipend			$250,000			Supports our objective of attracting and retaining a transformative leader

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Compensation Discussion and Analysis

New General Counsel Hire Package

In connection with Ms. Klane’s appointment as Executive Vice President and General Counsel, in February 2025, the Compensation and Management Development Committee approved two cash transition payments to replace the estimated value of certain bonus and equity awards that would have been earned in the short-term that were forfeited when she resigned from her previous employer. The first payment in the amount of $550,000 was paid in February 2025 and the second payment in the amount of $396,836 was paid in March 2025. In addition, the Compensation and Management Development Committee approved an award in the form of Corebridge RSUs for Ms. Klane with a grant date value of $1,470,398, which was granted in consideration of the estimated value of the remaining equity awards that were forfeited when she resigned from her previous employer. Her award vested 47.5% in March 2026 and will vest 52.5% in March 2027, subject to her continued service through each vesting date.

Our Indirect Compensation Plans

All employees, including our NEOs, are offered a benefits program that includes retirement, health and welfare benefits.

Component			Description			Philosophy and Rationale
Indirect Compensation
Retirement Benefits			We offer a tax-qualified 401(k) plan to our employees. All participants in the plan receive employer matching contributions of up to 100% of the first 6% of the eligible compensation that they contribute to the plan, up to the qualified plan compensation limit ($350,000 in 2025). We also provide an employer contribution of 3% of eligible compensation to all employees eligible to participate in the 401(k) plan, subject to Internal Revenue Code limits			Provides our NEOs with competitive broad-based employee benefits on the same terms as are generally available to our employees
Health and Welfare Benefits			Our NEOs generally participate in the same broad-based health, life insurance and disability benefit programs as our other employees			Provides our NEOs with competitive broad-based employee benefits on the same terms as are generally available to our employees
Perquisites			​Certain perquisites as described in footnote (8) to the Summary Compensation Table			Benefits are consistent with those offered by the companies that we compete with for executive talent and allow our NEOs to concentrate on their responsibilities and our future success Recommendations of a third-party security study support our CEO being provided a personal driver and company car

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Termination Benefits

The following table provides information regarding the termination benefit arrangements that we have with our NEOs, which include the Corebridge Financial, Inc. Executive Severance Plan (the “ESP”) and the LTI Plan. In December 2025, to promote internal equity, the LTI Plan was amended to eliminate differentiation between those hired before and after April 1, 2022, with respect to LTI treatment in cases of Involuntary Termination without Cause or Retirement (as defined in the LTI Plan).

Pursuant to a Transition and Advisory Agreement, dated September 5, 2025, Mr. Hogan received certain compensation and benefits in connection with his providing Corebridge with six months of transition services commencing on December 1, 2025. Mr. Hogan’s employment with the Company terminated following the advisory period, at which point he received cash severance pay and termination benefits as required under the ESP for a termination without cause, and a supplemental health and life insurance benefit. In the event that Mr. Hogan’s employment ended prior to the scheduled termination date due to Mr. Hogan’s resignation or termination for cause, he would not have received such benefits.

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Compensation Discussion and Analysis

The following table provides information regarding the termination benefits provided under the ESP and the LTI Plan. Further details of each individual NEO’s termination benefits, including Mr. Hogan’s Transition and Advisory Agreement and estimates of amounts payable in specified circumstances in effect as of the end of 2025, are disclosed under “Potential Payments Upon Termination or Change in Control,” below.

Termination Benefits
Severance and Change in Control Benefits
Severance Benefits			Our NEOs are eligible for benefits under the ESP upon termination by the Company without “Cause” or resignation by the executive for “Good Reason.” Benefits include:   •   a lump sum payment equal to 1 or 1.5 (depending on job grade) multiplied by the sum of the NEO’s salary and three-year average of actual STI payments (or, if such NEO was not employed for all three years that would otherwise be included in the average, the average actual STI payments paid in each such year in which such NEO was employed);   •   if the covered termination occurs after March 31 of the year in which the termination occurs, a pro-rata annual STI award for the year of termination based on the NEO’s target STI award, adjusted for actual company (and/or, if applicable, business unit or function) performance as determined by the Compensation and Management Development Committee in its sole discretion; and   •   a $40,000 payment that may be applied towards continued health coverage and life insurance and one year of additional age and service solely for the purpose of determining eligibility to enroll in retiree medical coverage (the “H&W Severance Benefits”) Corebridge may also enter into transition agreements from time to time to ensure a smooth transition
Change in Control Benefits			If an NEO experiences a covered termination under the ESP within 24 months following a change in control, benefits include:   •  a lump sum payment equal to 1.5 or 2 (depending on job grade) times the sum of the NEO’s salary and the greater of (a) the average amount of STI awards paid to the NEO for the preceding three completed calendar years and (b) the NEO’s target STI award for the termination year;   •  a pro-rata annual STI award for the year of termination based on the greater of (a) the NEO’s target STI award and (b) the NEO’s target STI award adjusted for actual company performance; and   •  the H&W Severance Benefits
Vesting Upon Retirement, Death or Disability			See “Treatment of LTI Awards Upon Termination” under “Potential Payments Upon Termination or Change in Control,” below.
Severance and Change in Control Philosophy
Attract and Retain			Intended to ease an NEO’s transition due to an unexpected employment termination or retain an NEO through a significant corporate transaction
Align Interests with Stockholders			Mitigate any potential employer liability and avoid future disputes or litigation
			Retain and encourage our NEOs to remain focused on our business and the interests of our stockholders when considering or implementing strategic alternatives
At-Will Employment			The employment of our NEOs is “at will,” meaning we can terminate them at any time, and they can terminate their employment with us at any time

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Amount and Conditions for Termination Benefits			Severance arrangements should be designed to: (i) provide reasonable compensation to NEOs who leave Corebridge under certain circumstances to facilitate their transition to new employment and (ii) require a departing NEO to sign and not revoke a release of claims acceptable to us as a condition to receiving post-employment termination benefits, which release of claims will include post-termination restrictive covenants (to the extent permissible under applicable law)
Treatment upon Retirement, Death or Disability			Equity treatment is generally consistent with the practice of many of our peers and encourages our NEOs to remain employed with us
Double-Trigger Acceleration			“Double trigger” provisions promote morale and productivity and encourage executive retention in the event of a corporate transaction

Other Compensation Policies

Policy			Considerations			Material Features
Anti-Hedging and Anti-Pledging Policies			Hedging insulates executive officers from stock price movement and reduces alignment with stockholders. Pledging raises potential risks to stockholder value, particularly if the pledge is significant.			Our Insider Trading Policy prohibits all employees and directors from engaging in hedging transactions with respect to any Corebridge securities, including by trading in any derivative security relating to Corebridge securities. Other than pursuant to a compensation or benefit plan or dividend distribution, no employee or director may acquire, write or otherwise enter into an instrument that has a value determined by reference to Corebridge securities, whether or not the instrument is issued by Corebridge. Examples include put and call options, forward contracts, collars and equity swaps relating to Corebridge securities. The policy also prohibits pledging of Corebridge securities.
Equity Grant Policy			Equity award grants should not be timed to take advantage of the release of material nonpublic information.			Corebridge maintains an Equity Grant Policy, which governs, among other things, the timing of equity award grants to Section 16 Officers. See “Company Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information” for more information.

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Policy			Considerations			Material Features
Executive Stock Ownership Guidelines			Stock ownership among our executive officers and non-employee members of the Board encourages incentive alignment with stockholders.			​In December 2025, the Compensation and Management Development Committee approved an increase in ownership threshold from 5x to 7x base salary for the CEO and from 3x to 4x base salary for other executives to align with governance best practices. All executives are required to retain 50% of the net shares of Common Stock received as a result of the exercise, vesting or payment of any Corebridge Option, Corebridge RSU or other equity-based award granted by Corebridge until the applicable guideline is achieved. In December 2025, the Compensation and Management Development Committee approved defining Common Stock for purposes of satisfying the guidelines to also include unvested Corebridge RSUs and shares held in benefit plans. Performance-based awards and unexercised stock options do not count towards the ownership requirement Our CEO and all of our executive officers are in compliance with the guidelines
Corebridge Clawback Policy			We should be able to recoup cash and equity awards in the event of a material financial restatement, awards based on materially inaccurate financial statements or performance metrics, or failure to meet risk management requirements.			The Corebridge Clawback Policy, which applies to all executive officers, all employees who receive equity awards and all employees at Grade Level 27 and above, was adopted by the Board to encourage sound risk management and increase individual accountability. The policy provides that the Board or a designated committee thereof has broad discretionary authority to, in the event of a covered event, provide for the forfeiture, recoupment and/or repayment of all or any portion of outstanding and unpaid incentive compensation (and any incentive compensation received during the 12-month period prior to the covered event). A covered event generally includes a material financial restatement, receipt of an award or covered compensation based on materially inaccurate financial statements or performance metrics, a material adverse impact on Corebridge or any affiliate due to failure to properly identify, assess or sufficiently raise concerns about risk, or an action or omission that materially violates our risk policies or results in material financial or reputational harm to Corebridge or any affiliate.

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Policy			Considerations			Material Features
Financial Restatement Clawback Policy			In compliance with SEC and NYSE requirements, we are required to recover erroneously awarded incentive-based compensation in the event of any accounting restatement.			Corebridge also maintains the Corebridge Accounting Restatement Clawback Policy that is fully compliant with the SEC and NYSE requirements, which require listed companies to develop and implement a policy providing for the recovery of certain erroneously awarded time- and performance-based incentive-based compensation received by current or former executive officers in the event of an accounting restatement.

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Compensation Discussion and Analysis

Direct Compensation Program Decision-Making Process

Roles and Responsibilities

The following table describes various roles and responsibilities related to the executive compensation program decision-making process for 2025.

Individual/Entity			Responsibilities
AIG Compensation and Management Resources Committee			The AIG Compensation and Management Resources Committee consists solely of independent directors of AIG and approved the payout of Mr. Hogan’s AIG PSUs which were granted in 2022, but did not otherwise participate in determining the compensation of our NEOs for fiscal year 2025. The AIG Compensation and Management Resources Committee continues to administer any outstanding AIG Options and AIG PSUs.
Compensation and Management Development Committee			In 2025, the Compensation and Management Development Committee consisted of three independent directors and, prior to May 14, 2025, one AIG Director. The Committee meets as necessary to review and approve various compensation-related items, including:   •  Oversees and makes recommendations to the Board with respect to our executive compensation and benefits philosophy, plans and policies   •  Reviews and approves annual corporate goals, objectives and metrics relevant to the compensation of the CEO, evaluates CEO performance against those goals, objectives and metrics and determines and recommends Board approval of the CEO’s compensation based on its evaluation   •  Reviews and approves incentive award performance goals, objectives and metrics for Section 16 Officers and evaluates their performance in light of those goals, objectives and metrics, and based on recommendations from the CEO, approves the compensation of Section 16 Officers   •  Establishes and reviews compliance with stock ownership guidelines for Section 16 Officers   •  Oversees the assessment of the risks related to compensation programs and policies, and the steps to monitor and control such risk exposures   •  Oversees human capital management practices and programs   •  Engages and oversees the services of an independent compensation consultant to advise on executive compensation matters
Board			The Board approved Mr. Hogan’s compensation based on the Compensation and Management Development Committee’s evaluation and recommendations
Special Committee			In July 2025, a special committee of the Board approved the new hire package for Mr. Costantini, based on the recommendations of the Compensation and Management Development Committee and the independent compensation consultant
CEO			The CEO presents recommendations for NEO compensation to the Compensation and Management Development Committee; no other NEO plays a decision-making role in determining the compensation of any other NEO
Independent Compensation Consultant			The Independent Compensation Consultant reports directly to the Compensation and Management Development Committee and provides independent and objective advice on executive and director compensation and related corporate governance matters. The Compensation and Management Development Committee has determined that Meridian Compensation Partners, LLC is independent within the meaning of applicable SEC rules and NYSE listing standards.

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Use of Market Data

Corebridge uses data for its relevant peer groups to support the key principles of its compensation philosophy, including attracting and retaining the best talent and paying for performance. In September 2024, the Compensation and Management Development Committee, in consultation with Meridian Compensation Partners, its independent compensation consultant, approved a compensation peer group for executive compensation in 2024 to inform our NEOs’ compensation level and design. This same peer group was used to inform fiscal 2025 compensation decisions. The peer group companies were selected with an emphasis on companies that were primarily North American-based insurance companies (with consideration to other financial service sectors, particularly if the business lines align with the services or scope of Corebridge’s business) that had revenue ranging from 0.3x to 3x Corebridge’s revenue, with consideration to comparable market cap and total assets under management. This group included the following companies:

	1.			Aflac Incorporated			8.			Principal Financial Group, Inc.
	2.			Ameriprise Financial, Inc.			9.			Prudential Financial, Inc.
	3.			Equitable Holdings, Inc.			10.			Sun Life Financial, Inc.
	4.			Lincoln National Corporation			11.			The Hartford Insurance Group, Inc.
	5.			Manulife Financial Corporation			12.			Unum Group
	6.			MetLife, Inc.			13.			Voya Financial, Inc.
	7.			Northern Trust Corporation

At the time the peer group was approved in the third quarter of 2024, Corebridge was at the 55th percentile of the 2024 peer group in terms of revenue, at the 33rd percentile of the 2024 peer group in terms of market cap, and at the 75^th percentile of the 2024 peer group in terms of total assets under management.

The Decision-Making Process

In the first quarter of 2025, the Compensation and Management Development Committee reviewed and approved compensation decisions for our NEOs other than Mr. Costantini. These reviews were performed against a backdrop of the business and individual performance evaluations for the prior year, in addition to compensation relative to peers with relevant experience and skillsets in the insurance and financial services industries where we compete for talent. In reaching decisions on executive compensation, the Compensation and Management Development Committee also considered the tax and accounting consequences. As discussed above, the Board approved Mr. Hogan’s compensation based on the Compensation and Management Development Committee’s evaluation and recommendations.

Further, in July 2025, a special committee of the Board approved the new hire package for Mr. Costantini, based on the recommendations of the Compensation and Management Development Committee and its independent compensation consultant.

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Additional Information

Executive Compensation Risk Management

The following characteristics of our executive compensation program work to reduce the possibility of our executive officers, either individually or as a group, making excessively risky business decisions that could maximize short-term results at the expense of long-term value:

• Compensation allocation between fixed and variable, STI and LTI, and cash and equity compensation encourages strategy and actions that are in Corebridge’s long-term interests;

• Base salaries are positioned to be consistent with executives’ responsibilities and provide sufficient liquidity to discourage excessive risks to achieve financial security;

• Incentive awards are determined based on a variety of performance indicators, thus diversifying the risk associated with any single performance factor;

• Design of LTI compensation program rewards executives for driving sustainable, profitable growth for stockholders;

• Vesting periods for equity compensation awards encourage executives to focus on sustained stock price appreciation;

• Incentive plans are not overly leveraged with maximum payout caps and have design features that are intended to balance pay for performance with an appropriate level of risk-taking;

• Clawback policies, which require the recoupment of incentive compensation paid to executive officers in the event of a restatement of our financial statements and which provide broad discretion to recoup cash and equity awards in the event of a material financial restatement, awards based on materially inaccurate financial statements or performance metrics, or failure to meet risk management requirements;

• Prohibition on hedging and pledging of shares by our executive officers and directors to reduce risks to stockholder value; and

• Stock ownership guidelines, which align the interests of our executives with those of our stockholders, and to promote accountability and mitigate excessive risk taking in long-term decision making.

Compensation Risk Review

Enterprise Risk Management (“ERM”) conducts a risk assessment of newly created or modified compensation plans as required by the risk framework for incentive compensation to ensure the plans appropriately balance risk and reward. The risk assessment process includes a review of plan documentation, financial targets, scorecards and supporting records. In connection with the review, ERM assigns a risk rating of low, medium or high to each active incentive plan, considering:

• whether the plan design or administration may encourage excessive or unnecessary risk-taking;

• whether the plan has appropriate safeguards in place to discourage fraudulent behavior;

• whether the plan incorporates appropriate risk mitigants to lower risk (including deferrals, clawback conditions, time-based vesting for equity awards and capped payouts); and

• whether payments are based on pre-established performance goals, including risk-adjusted metrics and compliance goals.

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Corebridge’s risk review was presented by the CRO to the Compensation and Management Development Committee in September 2025. ERM conducted a review of our compensation plans (including our sales incentive plans) in 2025 and concluded that our plans do not encourage unnecessary or excessive risk-taking and have the appropriate safeguards in place to discourage fraudulent behavior. This review included feedback from the Company’s operations, human resources, ERM, legal and compliance departments.

Compensation Committee Interlocks and Insider Participation

The following directors served as Compensation and Management Development Committee members in 2025: Ms. Leone, Ms. Glazer (who resigned from the Board effective March 23, 2026), Mr. Kimura (who resigned from the Board effective April 20, 2026), Mr. Yao, Mr. Lynch, and Mr. Bousa. During 2025, none of our executive officers served as: (a) a member of the compensation committee of any entity for which a member of our Board served as an executive officer or (b) a director of another entity, an executive officer of which serves as a member of our Board. No member of the Compensation and Management Development Committee was, at any time during fiscal 2025 or at any other time, an officer or employee of Corebridge, or had any relationship with Corebridge requiring disclosure under Item 404 of Regulation S-K under the Exchange Act.

Compensation Committee Report*

The Compensation and Management Development Committee has reviewed this Compensation Discussion and Analysis and discussed it with management. Based on that review and discussion, the Compensation and Management Development Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

Deborah Leone (Chair)

Edward Bousa

Tomohiro Yao

*
This report shall not constitute “soliciting material,” shall not be deemed “filed” with the SEC and is not to be incorporated by reference into any of our other filings under the Securities Act or the Exchange Act, except to the extent we specifically incorporate this report by reference therein.

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Compensation Tables

2025 Summary Compensation Table

The following table presents the total compensation of the NEOs for services performed in the years indicated. The total compensation reported in the following table includes items such as salary and STI awards as well as the grant date fair value of LTI awards. The LTI awards may never become payable or may end up with a value that is substantially different from the value reported here. The amounts in the Total column do not represent “direct compensation” as described in the Compensation Discussion and Analysis.

	Name and Principal Position(1)			Year			Salary ($)(2)			Bonus ($)(3)			Stock Awards ($)(4)			Option Awards ($)(5)			Non-Equity Incentive Plan Compensation ($)(6)			Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(7)			All Other Compensation ($)(8)			Total ($)
	Marc Costantini President and Chief Executive Officer			2025			88,462			5,500,000			7,801,472			2,499,996			—			—			252,300			16,142,230
	Elias Habayeb Former Executive Vice President and Chief Financial Officer			2025			841,155			—			3,916,777			562,495			1,824,000			42,102			31,773			7,218,302
				2024			800,000			—			1,319,783			424,998			1,500,000			—			31,323			4,076,104
				2023			800,000			—			1,217,411			424,996			1,670,000			58,652			29,973			4,201,032
	Lisa Longino Executive Vice President and Chief Investment Officer			2025			800,000			—			2,830,602			389,994			1,664,000			—			31,773			5,716,369
				2024			800,000			—			1,055,816			339,999			1,420,000			—			31,323			3,647,138
				2023			676,924			2,181,265			1,225,613			—			1,720,000			—			29,931			5,833,733
	Jonathan Novak Executive Vice President and President of Institutional Markets			2025			675,000			—			1,321,367			393,743			1,342,000			17,491			41,773			3,791,374
				2024			626,828			—			698,700			224,996			1,100,000			—			49,473			2,699,997
				2023			600,000			—			644,505			224,995			1,040,000			29,703			30,098			2,569,301
	Polly Klane Executive Vice President and General Counsel			2025			537,695			946,836			2,933,741			374,996			1,263,000			—			23,183			6,079,451
	Kevin Hogan Former President and Chief Executive Officer			2025			1,250,000			—			6,460,039			1,924,998			3,202,500			128,218			151,081			13,116,836
				2024			1,250,000			—			2,042,126			1,999,991			2,452,500			—			66,180			7,810,797
				2023			1,250,000			—			2,927,993			999,997			3,250,000			131,915			72,192			8,632,097

(1)
Mr. Costantini commenced employment with Corebridge on December 1, 2025. Mr. Habayeb ceased serving as Chief Financial Officer effective April 24, 2026. Mr. Hogan ceased serving as President & Chief Executive Officer on December 1, 2025. Ms. Klane commenced employment with Corebridge on February 10, 2025.

(2)
For Mr. Habayeb, 2025 amount reflects $800,000 salary through March 28, 2025 and $850,000 for remainder of the year.

(3)
For Mr. Costantini, this column reflects a one-time new-hire cash sign-on award that was paid in December 2025 to replace the estimated value of a cash bonus award and a portion of his equity awards from his prior employer that were forfeited when he departed for Corebridge. For Ms. Klane, this column reflects two cash transition payments that were paid to replace the estimated value of a cash award and a portion of her equity awards from her prior employer that were forfeited when she departed for Corebridge. The first payment in the amount of $550,000 was paid in February 2025 and the second payment in the amount of $396,836 was paid in March 2025.

(4)
The amounts in this column for 2025 represent the grant date fair value of Corebridge RSUs and Corebridge PSUs granted to each NEO in 2025 including, for Ms. Klane, the new hire Corebridge RSUs granted in February 2025 upon commencement of her role as Executive Vice President and General Counsel to replace the remaining portion of the estimated value of her equity awards from her prior employer that was forfeited when she departed for Corebridge, for Mr. Habayeb and Ms. Longino, the retention Corebridge RSUs granted in September 2025, and for Mr. Costantini, the Corebridge RSUs and Corebridge PSUs granted in December 2025 upon commencement of his role as President and Chief Executive Officer to replace the remaining portion of the estimated value of his equity awards from his prior employer that was forfeited when he departed for Corebridge, determined in accordance with FASB ASC Topic 718. The assumptions made in calculating these amounts can be found in Note 20 of the consolidated financial statements in the 2025 Form 10-K. The grant date fair value of the Corebridge RSUs and the portion of the Corebridge PSUs that are earned based on Adjusted ROAE was based on the closing price of our Common Stock on the date of grant. The grant date fair value of the portion of

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the Corebridge PSUs that are earned based on relative TSR performance was determined using a Monte Carlo simulation performed as of the date of grant by an independent third party. The Corebridge PSUs reflect target performance, which represents the probable outcome of the performance conditions on the grant date. The following are the potential values of the Corebridge PSUs granted to each NEO in 2025 assuming the maximum level of performance is achieved: Mr. Costantini, $10,520,989; Mr. Habayeb, $2,631,233; Ms. Longino, $1,824,371; Mr. Novak, $1,841,886; Ms. Klane, $1,754,155; and Mr. Hogan, $9,004,726. The Corebridge RSUs and Corebridge PSUs are described in more detail in “Compensation Discussion and Analysis—Compensation Components—Annual 2025 LTI Awards”, “Compensation Discussion and Analysis—Compensation Components—2025 PSU Program”, and “Compensation Discussion and Analysis—Compensation Components—Retention Awards”.

(5)
The amounts in this column for 2025 represent the grant date fair value of Corebridge Options granted to each NEO in 2025 including, for Mr. Costantini, the Corebridge Options granted in December 2025 upon commencement of his role as President and Chief Executive Officer, determined in accordance with FASB ASC Topic 718. The assumptions made in calculating these amounts can be found in Note 20 of the consolidated financial statements in the 2025 Form 10-K. The grant date fair value of the Corebridge Options was determined using the Black-Scholes option pricing model based on the fair market value on the date of grant. The Corebridge Options are described in more detail in “Compensation Discussion and Analysis—Compensation Components—Annual 2025 LTI Awards.”

(6)
For 2025, this column represents the STI awards for 2025 performance as determined in the first quarter of 2026. 100% of each award was vested and paid in February 2026.

(7)
The amounts in this column represent the total change of the actuarial present value of the accumulated benefit, including any payments made during the year, under AIG’s defined benefit pension plans, including the Qualified Retirement Plan and the Non-Qualified Retirement Plan, as applicable. The pension plans are described in “2025 Pension Benefits.” Present values include benefits payable from the Retirement Plan and Non-Qualified Retirement Income Plan, if applicable. To determine the change in pension values, the retirement age assumption is the normal retirement age of 65, or current age if older. The discount rate assumption is 5.40% for the Qualified Retirement Plan. The discount rate assumption is 5.21% for the Non-Qualified Retirement Plan. The mortality assumptions are based on the Pri-2012 annuitant white collar mortality table projected using the AIG improvement scale. Mr. Costantini and Mses. Longino and Klane did not participate in the Qualified Retirement Plan and the Non-Qualified Retirement Plan.

(8)
This column includes the following incremental costs of 2025 perquisites and other benefits:

Item			Description
Tax Preparation Services			Mr. Hogan - $16,330 Reflects cost of tax preparation services related to a prior international assignment
Company-Paid Life Insurance Premiums			​Mr. Costantini – $11 Ms. Klane – $221 All other NEOs - $273
401(k) Plan			​Mr. Costantini - $0 Ms. Klane - $22,962 All other NEOs - $31,500 Reflects employer matching and non-elective contributions
Personal Use of Company Car			Mr. Costantini - $2,289 Mr. Hogan - $62,412 Reflects incremental costs of driver overtime compensation, fuel and maintenance attributable to personal use of a Company car. A third-party security study recommended a company car and personal driver for commutation and limited personal use.
Relocation Assistance Stipend			Mr. Costantini - $250,000
Spousal Travel Expenses			​Mr. Hogan - $10,566 Reflects expenses related to spousal travel in connection with Company-sponsored events where the presence of spouses was expected
Personal Use of Company Provided Aircraft			As permitted under our Private Aircraft Use Policy, Mr. Hogan’s spouse accompanied him on the private aircraft during business travel, which did not result in any incremental cost to the Company
Legal Services			Mr. Hogan - $30,000 Reflects executive’s attorneys’ fees incurred in connection with Transition and Advisory Agreement
Corebridge Matching Grants Program			Mr. Novak - $10,000 Reflects employer matching donations under the Corebridge Matching Grants Program, under which the Company will match donations to eligible charitable organization of $25 to $10,000 on a 1:1 basis

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2025 Grants of Plan-Based Awards

The following table details all equity and non-equity plan-based awards granted to each of the NEOs in 2025.

							Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)									Estimated Future Payouts Under Equity Incentive Plan Awards(2)									All Other Stock Awards: Number of Shares of Stock or Units (#)(3)			All Other Option Awards: Number of Securities underlying Options (#)(4)			Exercise or Base Price of Option Awards ($/Sh)(4)			Grant Date Fair Value of Stock and Option Awards ($)(5)
	Name			Grant Date			Threshold ($)			Target ($)			Maximum ($)			Threshold ($)			Target ($)			Maximum ($)
	Marc Costantini
	2025 Corebridge RSUs			12/01/25																					85,411									2,540,977
	2025 Corebridge Options			12/01/25																								314,861			29.75			2,499,996
	2025 Corebridge PSUs			12/01/25												85,412			170,823			341,646												5,260,495
	Elias Habayeb
	2025 STI						—			1,300,000			2,600,000
	2025 Corebridge RSUs			02/19/25																					17,050									572,028
	2025 Corebridge Options			02/19/25																								65,712			33.55			562,495
	2025 Corebridge PSUs			02/19/25												17,051			34,101			68,202												1,315,622
	2025 Retention Corebridge RSUs			09/19/25																					61,977									2,029,127
	Lisa Longino
	2025 STI						—			1,240,000			2,480,000
	2025 Corebridge RSUs			02/19/25																					11,821									396,595
	2025 Corebridge Options			02/19/25																								45,560			33.55			389,994
	2025 Corebridge PSUs			02/19/25												11,822			23,644			47,288												912,186
	2025 Retention Corebridge RSUs			09/19/25																					46,482									1,521,821
	Jonathan Novak
	2025 STI						—			1,000,000			2,000,000
	2025 Corebridge RSUs			02/19/25																					11,935									400,419
	2025 Corebridge Options			02/19/25																								45,998			33.55			393,743
	2025 Corebridge PSUs			02/19/25												11,936			23,871			47,742												920,948
	Polly Klane
	2025 STI						—			900,000			1,800,000
	2025 New Hire Corebridge RSUs			02/10/25																					50,598									1,675,300
	2025 Corebridge RSUs			02/19/25																					11,367									381,363
	2025 Corebridge Options			02/19/25																								43,808			33.55			374,996
	2025 Corebridge PSUs			02/19/25												11,367			22,734			45,468												877,078
	Kevin Hogan
	2025 STI						—			2,625,000			5,250,000
	2025 Corebridge RSUs			02/19/25																					58,351									1,957,676
	2025 Corebridge Options			02/19/25																								224,883			33.55			1,924,998
	2025 Corebridge PSUs			02/19/25												58,351			116,702			233,404												4,502,363

(1)
Amounts shown reflect the range of possible STI awards for 2025 performance. Actual amounts earned are reflected in the 2025 Summary Compensation Table under the “Non-Equity Incentive Plan Compensation” column. For more information on the 2025 STI awards, including the applicable performance metrics, please see “Compensation Discussion and Analysis—Compensation Components—STI Awards.”

(2)
Amounts shown reflect the potential range of 2025 Corebridge PSUs granted to NEOs. Actual amounts earned are based on achieving pre-established adjusted ROAE (weighted 50%) and relative TSR (weighted 50%) goals measured over the 2025-2027 performance period. Holders of 2025 Corebridge PSUs are also entitled to dividend equivalent rights in the form of cash beginning with the first dividend record date following the applicable grant date, which cash amount is subject to the

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same vesting conditions as the related Corebridge PSUs and is paid if and when such related shares are delivered. For more information on these awards, please see “Compensation Discussion and Analysis—Compensation Components—Annual 2025 LTI Awards” and “Compensation Discussion and Analysis—Compensation Components—2025 PSU Program”.

(3)
Amounts shown reflect the grant of 2025 Corebridge RSUs made to the NEOs. For Mr. Habayeb and Ms. Longino, amounts shown also reflect retention awards received in the form of Corebridge RSUs. Ms. Longino’s retention award cliff vests on September 30, 2027, subject to her continued employment with the Company through the vesting date. Mr. Habayeb’s retention award, which had the same vesting terms as Ms. Longino’s retention award, was forfeited for no consideration upon his departure from the Company on April 24, 2026. For Ms. Klane, amounts shown also reflect a new hire award in the form of Corebridge RSUs in consideration of equity forfeited from prior employer, which vested 47.5% in March 2026 and will vest 52.5% in March 2027, subject to her continued service through each vesting date. Holders of 2025 Corebridge RSUs are also entitled to dividend equivalent rights in the form of cash beginning with the first dividend record date following the applicable grant date, which cash amount is subject to the same vesting conditions as the related Corebridge RSUs and is paid if and when such related shares are delivered. For more information on these awards, please see “Compensation Discussion and Analysis—Compensation Components—Annual 2025 LTI Awards” and “Compensation Discussion and Analysis—Compensation Components—Retention Awards”.

(4)
Amounts shown reflect the grant of 2025 Corebridge Options made to the NEOs. Stock options granted in 2025 have an exercise price equal to the closing price of Common Stock on the NYSE on the date of grant. For more information on these awards, please see “Compensation Discussion and Analysis—Compensation Components—2025 Annual LTI Awards,” and Note 20 of the consolidated financial statements in the 2025 Form 10-K.

(5)
Amounts shown represent the grant date fair value of the awards determined in accordance with FASB ASC Topic 718. The assumptions made in calculating these amounts can be found in Note 20 of the consolidated financial statements in the 2025 Form 10-K. Also see footnotes (3), (4) and (5) to the Summary Compensation Table for more information.

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Outstanding Equity Awards as of December 31, 2025

The following table sets forth outstanding equity-based awards held by each NEO as of December 31, 2025.

										Option Awards(1)												Stock Awards
	Name			Grant Date			Award Type									Exercise Price ($)			Expiration Date			Unvested (Not Subject to Performance Conditions)(2)						Equity Incentive Plan Awards (Unearned and Unvested)(4)
										Number of Securities underlying Unexercised Options (Exercisable) (#)			Number of Securities underlying Unexercised Options (Unexercisable) (#)									Number of shares or units of stock that have not vested (#)			Market value of shares or units of stock that have not vested ($)(3)			Number of unearned shares, units or other rights that have not vested (#)			Market or payout value of unearned shares, units or other rights that have not vested ($)(5)
	Marc Costantini			12/1/2025			2025 Corebridge Options						314,861			$29.75			12/1/2035
				12/1/2025			2025 Corebridge RSUs															85,411			$2,576,850
				12/1/2025			2025 Corebridge PSUs																					170,823			$5,153,730
	Elias Habayeb			2/19/2025			2025 Corebridge Options						65,712			$33.55			2/19/2035
				2/19/2025			2025 Corebridge RSUs															17,050			$514,399
				2/19/2025			2025 Corebridge PSUs																					34,101			$1,028,827
				9/19/2025			2025 Corebridge RSUs															61,977			$1,869,846
				2/20/2024			2024 Corebridge Options			30,335			60,671			$25.34			2/20/2034
				2/20/2024			2024 Corebridge RSUs															34,722			$1,047,563
				2/21/2023			2023 Corebridge Options			45,920			22,961			$20.30			2/21/2033
				2/21/2023			2023 Corebridge RSUs															19,991			$603,128
	Lisa Longino			2/19/2025			2025 Corebridge Options						45,560			$33.55			2/19/2035
				2/19/2025			2025 Corebridge RSUs															11,821			$356,640
				2/19/2025			2025 Corebridge PSUs																					23,644			$713,339
				9/19/2025			2025 Corebridge RSUs															46,482			$1,402,362
				2/20/2024			2024 Corebridge Options			24,268			48,537			$25.34			2/20/2034
				2/20/2024			2024 Corebridge RSUs															27,778			$838,062
				2/21/2023			2023 Corebridge RSUs															9,362			$282,452
	Jonathan Novak			2/19/2025			2025 Corebridge Options						45,998			$33.55			2/19/2035
				2/19/2025			2025 Corebridge RSUs															11,935			$360,079
				2/19/2025			2025 Corebridge PSUs																					23,871			$720,188
				2/20/2024			2024 Corebridge Options			16,059			32,120			$25.34			2/20/2034
				2/20/2024			2024 Corebridge RSUs															18,382			$554,585
				2/21/2023			2023 Corebridge Options			24,310			12,156			$20.30			2/21/2033
				2/21/2023			2023 Corebridge RSUs															10,583			$319,289

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										Option Awards(1)												Stock Awards
	Name			Grant Date			Award Type									Exercise Price ($)			Expiration Date			Unvested (Not Subject to Performance Conditions)(2)						Equity Incentive Plan Awards (Unearned and Unvested)(4)
										Number of Securities underlying Unexercised Options (Exercisable) (#)			Number of Securities underlying Unexercised Options (Unexercisable) (#)									Number of shares or units of stock that have not vested (#)			Market value of shares or units of stock that have not vested ($)(3)			Number of unearned shares, units or other rights that have not vested (#)			Market or payout value of unearned shares, units or other rights that have not vested ($)(5)
				2/21/2021			2021 AIG Options			19,230			—			$44.10			2/22/2031
				5/27/2020			2020 AIG Options			2,475			—			$31.51			5/27/2030
				3/11/2020			2020 AIG Options			23,391			—			$32.43			3/11/2030
				3/18/2019			2019 AIG Options			24,570			—			$44.28			3/18/2029
				3/13/2018			2018 AIG Options			14,632			—			$55.94			3/13/2028
	Polly Klane			2/10/2025			2025 Corebridge RSUs															50,598			$1,526,542
				2/19/2025			2025 Corebridge Options						43,808			$33.55			2/19/2035
				2/19/2025			2025 Corebridge RSUs															11,367			$342,942
				2/19/2025			2025 Corebridge PSUs																					22,734			$685,885
	Kevin Hogan			2/19/2025			2025 Corebridge Options						224,883			$33.55			2/19/2035
				2/19/2025			2025 Corebridge RSUs															58,351			$1,760,450
				2/19/2025			2025 Corebridge PSUs																					116,702			$3,520,899
				4/5/2024			2024 Corebridge Options			43,233			86,468			$28.68			4/5/2034
				4/5/2024			2024 Corebridge RSUs															23,408			$706,219
				2/20/2024			2024 Corebridge Options			71,377			142,755			$25.34			2/20/2034
				2/20/2024			2024 Corebridge RSUs															27,233			$821,620
				2/21/2023			2023 Corebridge Options			108,049			54,025			$20.30			2/21/2033
				2/21/2023			2023 Corebridge RSUs															15,679			$473,035
				2/21/2023			2023 AIG PSUs															52,220			$4,467,421

(1)
AIG Options. All of the stock options granted to our NEOs prior to 2023 were granted by AIG and linked to the performance of AIG common stock. The AIG Options have an exercise price equal to the closing price of the underlying shares of AIG common stock on the NYSE on the date of grant and have a 10-year term from the date of grant. All of the AIG Options had a three-year vesting period, subject to continued service through each vesting date, and are vested in full.

Corebridge Options. All of the stock options granted to our NEOs in or after 2023 were granted by Corebridge and linked to the performance of Common Stock. The Corebridge Options have an exercise price equal to the closing price of the underlying shares of Common Stock on the NYSE on the date of grant and have a 10-year term from the date of grant. All of the Corebridge Options vest in three equal installments on the first, second and third anniversaries of the grant date, subject to continued service through each vesting date.

(2)
Corebridge RSUs. All of the 2025 Corebridge RSUs, 2024 Corebridge RSUs and 2023 Corebridge RSUs (other than Ms. Longino’s 2023 Corebridge RSUs, Mr. Habayeb and Ms. Longino’s 2025 retention Corebridge RSUs and Ms. Klane’s new hire Corebridge RSUs in consideration of equity forfeited from prior employer) will vest in three equal installments on the first, second and third anniversaries of the grant date, subject to continued service through each vesting date. The 2023 Corebridge RSUs granted to Ms. Longino vest 50% on February 21, 2024, 30% on February 21, 2025 and 20% on February 21,

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2026, subject to continued service through each vesting date. The amount with respect to Ms. Longino’s 2023 Corebridge RSUs reflects an adjustment to the number of RSUs granted on February 21, 2023 to conform to the final terms of the executive’s equity buy-out. The 2025 Corebridge retention RSUs granted to Ms. Longino cliff vest on September 30, 2027, subject to her continued service through the vesting date. Mr. Habayeb’s retention RSUs, which had the same vesting terms as Ms. Longino’s retention RSUs, were forfeited for no consideration upon his departure from the Company on April 24, 2026. The 2025 Corebridge new hire RSUs granted to Ms. Klane vested 47.5% in March 2026 and will vest 52.5% in March 2027, subject to her continued service through each vesting date.

2023 AIG PSUs. The amount represents the number of 2023 AIG PSUs that were earned based on actual achievement against pre-established performance goals over a three-year performance period, based on the following performance metrics: annual improvement to AYCR, ex-CAT (weighted 25%), achievement of AIG parent company expense targets (weighted 25%), cumulative diluted normalized AATI (weighted 30%), and TSR relative to a group of General Insurance peer companies (weighted 20%). The AIG Compensation and Management Resources Committee certified the level of achievement on February 17, 2026, and 161% of the PSUs were earned and vested on January 1, 2026.

(3)
Values for Corebridge RSUs are based on the closing price of Common Stock on the NYSE on December 31, 2025 of $30.17. Values for AIG PSUs are based on the closing price of AIG common stock on the NYSE on December 31, 2025 of $85.55 per share.

(4)
The 2025 Corebridge PSUs will be earned based on actual achievement over pre-established adjusted ROAE (weighted 50%) and relative TSR (weighted 50%) goals measured over the 2025-2027 performance period. Any earned 2025 Corebridge PSUs will vest on the third anniversary of the grant date, subject to continued service through the vesting date. Pursuant to SEC rules, the number of shares and the payout value for the Corebridge PSUs reflect payout at target based on performance through the end of the first year of the three-year performance period.

(5)
Values for Corebridge PSUs are based on the closing price of Common Stock on the NYSE on December 31, 2025 of $30.17 per share.

2025 Option Exercises and Vesting of Stock-Based Awards

The following table sets forth the amounts realized by each NEO as a result of stock option exercises and the vesting of stock-based awards in 2025. None of our NEOs exercised options in 2025.

				Stock Awards
	Name			Number of Shares Acquired on Vesting (#)(1)			Value Realized on Vesting ($)(2)
	Marc Costantini			—			—
	Elias Habayeb			61,501			2,024,798
	Lisa Longino			32,000			1,057,372
	Jonathan Novak			32,559			1,071,940
	Polly Klane			—			—
	Kevin Hogan			142,401			6,953,278

(1)
The number of shares realized for stock awards set forth above reflect (i) 209,677 Corebridge RSUs that vested and settled in 2025, and (ii) 58,784 AIG PSUs that vested at the end of the performance period in 2024 but were settled in shares of AIG common stock in 2025.

(2)
The value realized upon vesting is based on (i) $6,817,331 fair value of our Common Stock upon vesting for Corebridge RSUs, and (ii) $4,290,056 fair value of AIG common stock upon vesting for AIG PSUs.

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2025 Pension Benefits

The following table details the accumulated benefits under the pension plans in which certain of our NEOs participate. These accumulated benefits are presented as if they were payable upon the NEOs’ normal retirement at age 65. However, it is important to note that the Non-Qualified Retirement Plan benefits shown for the NEOs may be at least partially unvested and could be received at lower levels due to reduced benefits or forfeited entirely. Mr. Costantini and Mses. Longino and Klane do not participate in the Retirement Plans. No payments were made under the plans in 2025.

	Name			Plan Name			Years of Credited Service (#)(1)			Present Value of Accumulated Benefit ($)(2)
	Marc Costantini			Qualified Retirement Plan			N/A			N/A
				Non-Qualified Retirement Plan			N/A			N/A
	Elias Habayeb			Qualified Retirement Plan			7.917			175,434
				Non-Qualified Retirement Plan			6.917			246,943
	Lisa Longino			Qualified Retirement Plan			N/A			N/A
				Non-Qualified Retirement Plan			N/A			N/A
	Jonathan Novak			Qualified Retirement Plan			2.667			62,052
				Non-Qualified Retirement Plan			2.667			109,115
	Polly Klane			Qualified Retirement Plan			N/A			N/A
				Non-Qualified Retirement Plan			N/A			N/A
	Kevin Hogan			Qualified Retirement Plan			25.917			768,100
				Non-Qualified Retirement Plan			25.917			956,968

(1)
The NEOs had the following years of service as of December 31, 2025: Mr. Hogan – 36.50; Mr. Habayeb – 19.33; Mr. Novak – 13.71. Each NEOs credited service under the Retirement Plans are explained below:

Mr. Hogan. Mr. Hogan has 10.583 fewer years of credited service under the Retirement Plans than actual service with AIG and Corebridge because the Retirement Plans were frozen on January 1, 2016 and because at the time he was initially hired, employees were required to wait one year after commencing employment with AIG before becoming participants in these Retirement Plans and received credit for service retroactive to six months of employment. Mr. Hogan was employed by AIG from September 1984 to November 2008 and accrued pension benefits under the Retirement Plans during this employment. Mr. Hogan did not receive a distribution from the Retirement Plans at the time of his initial resignation. Upon his rehire in October 2013, benefit accruals commenced immediately under the Retirement Plans calculated under the cash balance formula, and prior service, pursuant to the terms of the plans, was recognized for vesting and eligibility purposes. The Retirement Plans were frozen effective January 1, 2016 and credited service accruals ceased under these plans as of December 31, 2015.

Mr. Habayeb. Mr. Habayeb has 11.413 fewer years of credited service under the Qualified Retirement Plan than actual service with AIG and Corebridge because the Retirement Plans were frozen on January 1, 2016 and because at the time he was initially hired, employees were required to wait one year after commencing employment with AIG before becoming participants in these Retirement Plans and received credit for service retroactive to six months of employment. Mr. Habayeb was employed by AIG from September 2005 to May 2009. Upon his rehire in June 2010, benefit accruals commenced immediately under the Retirement Plans, and prior service, pursuant to the terms of the plans, was recognized for vesting and eligibility purposes. His actual service under the Non-Qualified Retirement Plan reflects the one-year freeze period in the Non-Qualified Plan pursuant to rules established by the U.S. Treasury Special Pay Master (1/1/2012-12/14/2012).

Mr. Novak. Mr. Novak has 11.05 fewer years of credited service under the Retirement Plans than actual service with AIG and Corebridge because the Retirement Plans were frozen on January 1, 2016 and because at the time he was initially hired, employees were required to wait one year after commencing employment with AIG before becoming participants in these Retirement Plans.

(2)
All present values of accumulated benefits are based on service and earnings as of December 31, 2025 (the pension plan measurement date for purposes of AIG’s financial statement reporting). The actuarial present values of the accumulated benefits under the Retirement Plans are calculated based on payment of a life annuity beginning at age 65, or current age if older, consistent with the assumptions described in Note 21 to the consolidated financial statements included in AIG’s

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2025 Annual Report on Form 10-K. The actuarial present value of the benefit payable to Mr. Hogan would be $53,432 higher than the amounts in the table above if Mr. Hogan’s benefit commenced as of December 31, 2025 as a result of his employment termination for any reason other than disability or death. For Mr. Costantini and Mses. Longino and Klane, the amount shown in this column is zero because they do not participate in the Retirement Plans. The discount rate assumption is 5.4% for the Qualified Retirement Plan. The discount rate assumption is 5.21% for the Non-Qualified Retirement Plan. The mortality assumptions are based on the Pri-2012 annuitant white collar mortality table projected using the AIG improvement scale.

Pension Plans

Corebridge does not maintain any active or frozen pension plans. However, certain of our NEOs have balances in the Qualified Retirement Plan and the Non-Qualified Retirement Plan (collectively, the “Retirement Plans”).

The Qualified Retirement Plan is a tax-qualified defined benefit plan, and the Non-Qualified Retirement Plan provides for retirement benefits in excess of those permitted under the Qualified Retirement Plan. Effective January 1, 2016, benefit accruals under the Retirement Plans were frozen. At that time, the Retirement Plans were closed to new participants, and existing participants ceased to accrue additional benefits after December 31, 2015.

In the case of the Qualified Retirement Plan, all participants (including the participating NEOs) are vested in their benefits and, in the case of the Non-Qualified Retirement Plan, participants vest once they attain either (1) age 60 with five or more years of service or (2) age 55 with ten or more years of service.

Corebridge employees (including the participating NEOs) were deemed to terminate employment for purposes of the Qualified Retirement Plan on September 19, 2022, the date of the closing of the IPO. For purposes of the Non-Qualified Retirement Plan, however, Corebridge employees (including the participating NEOs) continue to be treated as active employees so long as they continue to be employed by Corebridge.

Form and Timing of Payments

Under the Qualified Retirement Plan, all participants have the option to elect to commence their benefit at the time of termination of their employment, either in the form of a monthly taxable annuity or lump sum payment. Alternatively, they may defer commencement until age 65.

Benefits accrued prior to March 31, 2012 under the Non-Qualified Retirement Plan are paid out as an annuity and benefits accrued after that date are paid as a lump sum. Vested participants must commence benefits when they terminate employment.

Benefit Formulas

The Retirement Plans originally provided for a final average pay formula. The Retirement Plans’ final average pay formula ranges from 0.925% to 1.425% times average final salary for each year of credited service accrued since April 1, 1985 up to 44 years through December 31, 2015 and 1.25% to 1.75% times average final pay for each year of credited service accrued prior to April 1, 1985 up to 40 years. For participants who retire after the normal retirement age of 65, the retirement benefit is actuarially increased to reflect the later benefit commencement date.

The benefit formula under the Retirement Plans was converted from the final average pay formula to a cash balance formula, effective April 1, 2012. The cash balance formula was comprised of pay credits, calculated based on 6% of a Plan participant’s annual pensionable compensation, and annual interest credits. Pensionable compensation under the cash balance formula included base salary, commissions, overtime and annual STI awards, with the Qualified Retirement Plan subject to Internal Revenue Code compensation

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limits and the Non-Qualified Retirement Plan subject to an annual compensation limit of $1,050,000 in 2015. Pay credits ceased under the Retirement Plans on December 31, 2015, but annual interest credits continue (4.37% in 2025, based upon the 30-year long-term Treasury rate). This rate is adjusted annually on January 1.

Mr. Habayeb and Mr. Hogan have a final average pay formula benefit and a cash balance benefit. Mr. Novak has a cash balance benefit.

Early Retirement Benefits

Each of the Retirement Plans provides for reduced early retirement benefits. In the case of early retirement, participants in the Retirement Plans under the final average pay formula will receive the plan formula benefit projected to normal retirement at age 65 (using average final salary as of the date of early retirement), but prorated based on years of actual service, then reduced by 3, 4 or 5% (depending on age and years of credited service at retirement) for each year that retirement precedes age 65. In the case of early retirement under the cash balance formula, participants in the Retirement Plans will receive the value of their cash balance account as of the date of early retirement.

In connection with the IPO, Mr. Hogan became a terminated vested participant in the Qualified Plan and ceased receiving service credit for purposes of early retirement at that time. Mr. Hogan is eligible for early retirement benefits on his final average pay benefit accrual under the Retirement Plans reflecting the five percent reduction.

Death and Disability Benefits

Each of the Retirement Plans also provide for death and disability benefits. The death benefit payable to a participant’s designated beneficiary under the Retirement Plans will generally equal the participant’s lump sum benefit or cash balance account. Under the Retirement Plans, participants who become disabled and receive payments under AIG’s long-term disability plan on and after the freeze date continue to receive service credit in determining age and length of service for early retirement subsidies and vesting purposes for a maximum of three additional years, and participants whose benefit is determined under the cash balance formula continue to receive interest credits to their cash balance account up to the date they commence their benefit.

Mr. Novak’s benefit under the cash balance formula would have been $11,443 higher than the amount reflected in the table above if his benefit commenced as of December 31, 2025 as a result of his death.

In connection with the IPO, the participating NEOs became terminated vested participants in the Qualified Plan and ceased receiving service credit for purposes of death and disability benefits at that time.

Nonqualified Deferred Compensation

None of the NEOs participate in a nonqualified deferred compensation plan.

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Potential Payments Upon Termination or Change in Control

Severance Benefits

The Corebridge Executive Severance Plan, or ESP, provides for severance benefits in the case of termination other than due to death, disability, resignation or Cause (as defined below) and also in the case of voluntary termination for Good Reason (as defined below).

The ESP provides for severance payments and benefits upon qualifying terminations as follows, subject to the participant’s execution of a release of claims and agreement to abide by certain restrictive covenants:

• For qualifying terminations not in connection with a Corebridge CIC (as defined below), severance in an amount equal to the product of a multiplier times the sum of base salary (or, if greater, the executive’s average base salary over the 12 months immediately prior to the termination date) and the average amount of STI paid for the preceding three completed calendar years. During 2025, for Mr. Hogan and Mr. Costantini, who each served as President and Chief Executive Officer, the multiplier was 1.5 and, for all other NEOs, the multiplier was 1.

• For qualifying terminations within two years following a Corebridge CIC, severance in an amount equal to the product of a multiplier times the sum of base salary (or, if greater, the executive’s average base salary over the 12 months immediately prior to the termination date) and the greater of (a) the average amount of STI awards paid to the executive for the preceding three completed calendar years and (b) the executive’s target STI award for the termination year. During 2025, for Mr. Hogan and Mr. Costantini, who each served as President and Chief Executive Officer, the multiplier was 2 and, for all other NEOs, the multiplier was 1.5.

• For qualifying terminations after March 31 of the termination year not in connection with a Corebridge CIC, a pro-rata annual STI award for the year of termination based on the participant’s target STI award, adjusted for actual company (and/or, if applicable, business unit or function) performance as determined by the Compensation and Management Development Committee in its sole discretion, paid at the same time as such STI awards are regularly paid to similarly situated active employees.

• For qualifying terminations within two years following a Corebridge CIC, a pro-rata annual STI award for the year of termination based on the greater of (a) a participant’s target STI award and (b) a participant’s target STI award adjusted for actual company performance, paid at the same time as such STI awards are regularly paid to similarly situated active employees.

Participants are also entitled to continued health coverage under the Consolidated Omnibus Budget Reconciliation Act, a $40,000 payment that may be applied towards continued health coverage and life insurance and one year of additional age and service solely for the purpose of determining eligibility to enroll in retiree medical coverage.

Restrictive Covenants

Pursuant to the release of claims that each participant must execute to receive benefits under the ESP, each participant is generally prohibited from:

• engaging in, being employed by, rendering services to or acquiring financial interests in certain competitive businesses for a period of six months after termination;

• interfering with our business relationships with customers, suppliers or consultants for a period of six months after termination;

• soliciting or hiring our employees for a period of one year after termination;

• making false or disparaging comments about us; and

• disclosing our confidential information at any time following termination.

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Definitions

Term			Generally Means:
Cause			•  The participant’s conviction, whether following trial or by plea of guilty or nolo contendere (or similar plea), in a criminal proceeding (1) on a misdemeanor charge involving fraud, false statements or misleading omissions, wrongful taking, embezzlement, bribery, forgery, counterfeiting or extortion, (2) on a felony charge or (3) on an equivalent charge to those in clauses (1) and (2) in jurisdictions which do not use those designations;   •  the participant’s engagement in any conduct which constitutes an employment disqualification under applicable law (including statutory disqualification as defined under the Exchange Act);   •  the participant’s violation of any securities or commodities laws, any rules or regulations issued pursuant to such laws, or the rules and regulations of any securities or commodities exchange or association of which the Company or any of its subsidiaries or affiliates is a member; or   •  the participant’s material violation of the Company’s codes of conduct or any other Company policy as in effect from time to time.
Corebridge CIC			•  Individuals who, on the effective date of the Corebridge Executive Severance Plan, constituted the Board (or subsequent directors whose election or nomination was approved by a vote of at least two-thirds of such directors, including by approval of the proxy statement in which such person is named as a nominee for director) cease for any reason to constitute at least a majority of the Board;   •  any person is or becomes a beneficial owner of 50% or more of Corebridge’s voting securities, other than Corebridge or any subsidiary of Corebridge, any employee benefit plan (or related trust) sponsored or maintained by Corebridge or any subsidiary of Corebridge or by any underwriter temporarily holding securities pursuant to an offering of such securities;   •  consummation of a merger, consolidation, statutory share exchange or similar form of corporate transaction involving Corebridge that results in any person becoming the beneficial owner of 50% or more of the total voting power of the outstanding voting securities eligible to elect directors of the entity resulting from such transaction;   •  a sale of all or substantially all of Corebridge’s assets; or   •  Corebridge’s stockholders approve a plan of complete liquidation or dissolution. Neither the IPO nor any subsequent public offering of Corebridge voting securities by AIG or Argon that does not otherwise qualify as a Corebridge CIC as described above will be a Corebridge CIC.
Good Reason			A reduction of more than 20% in the participant’s annual target direct compensation, provided that such reduction will not constitute Good Reason if it results from a Board-approved program generally applicable to similarly situated employees. In the event of a Corebridge CIC, the definition of Good Reason also includes: (1) a material diminution in the participant’s authority, duties or responsibilities following a Corebridge CIC, provided that a change in the executive’s reporting relationship will not constitute Good Reason unless it affects an executive whom Corebridge has classified as an executive vice president or above and (2) relocation of the office at which the executive performs his or her services at a location that increases his or her one-way commute by more than 50 miles.

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Transition and Advisory Agreement with Kevin Hogan

On December 1, 2025, Kevin Hogan ceased serving as President and Chief Executive Officer and began serving as a Special Advisor to the Board for a six-month period. Pursuant to a Transition and Advisory Agreement (the “Transition Agreement”), dated September 5, 2025, Mr. Hogan’s employment with the Company terminated following the six-month advisory period, at which point he received cash severance pay and termination benefits as required under the ESP for a termination without cause. In addition, on the termination date, Mr. Hogan received a supplemental health and life payment of $70,000 that may be applied towards continued health coverage and life insurance after the termination date. In the event that Mr. Hogan’s employment ended prior to the scheduled termination date due to Mr. Hogan’s resignation or termination for cause, he would not have received the severance payments set forth above.

Pursuant to the Transition Agreement, Mr. Hogan retained all LTI awards held as of December 1, 2025, which will be delivered at the same time and in the same medium as LTI awards held by other executive officers including, with respect to performance-based awards, based on the satisfaction of the applicable performance goals, consistent with the terms of the LTI awards upon a termination without cause.

In the Transition Agreement, Mr. Hogan also agreed to the restrictive covenants described above and a release of claims.

Treatment of LTI Awards Upon Termination

Corebridge RSUs

All Corebridge RSUs will vest in connection with the termination scenarios listed in the table below and will be forfeited in the case of termination for any other reason.

Reason for Termination			When are underlying shares delivered?
Involuntary Termination without Cause – no Corebridge CIC			The date the applicable award would otherwise have been delivered if employment had continued
Retirement			The date the applicable award would otherwise have been delivered if employment had continued
Disability			The date the applicable award would otherwise have been delivered if employment had continued
Death			Immediate delivery of shares
Involuntary Termination without Cause or resignation for Good Reason within 24 months of a Corebridge CIC			Immediate delivery of shares

For purposes of the Corebridge RSUs, the following definitions apply:

Term			Generally Means:
Cause			Generally defined the same as for the ESP above
Corebridge CIC			Generally defined the same as for the ESP above

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Term			Generally Means:
Good Reason			“Good Reason” generally means (i) a reduction of more than 20% in the participant’s annual target direct compensation, provided that such reduction will not constitute Good Reason if it results from a Board-approved program generally applicable to similarly situated employees, (ii) a material diminution in the participant’s authority, duties or responsibilities following a Corebridge CIC, provided that a change in the executive’s reporting relationship will not constitute Good Reason unless it affects an executive whom Corebridge has classified as an executive vice president or above and (iii) relocation of the office at which the executive performs his or her services at a location that increases his or her one-way commute by more than 50 miles
Retirement			A voluntary termination: (i) on or after age 60 with 5 years of service or (ii) on or after age 55 with 10 years of service.

Corebridge PSUs

All Corebridge PSUs will vest in connection with the termination scenarios listed in the table below (subject to the achievement of the applicable performance goals in certain scenarios) and will be forfeited in the case of termination for any other reason.

Reason for Termination			What will the participant receive?
Involuntary Termination without Cause – no Corebridge CIC			Delivery of shares corresponding to the earned amount of PSUs based on actual performance against the PSU goals on the date the applicable award would otherwise have been delivered if employment had continued
Retirement			Delivery of shares corresponding to the earned amount of PSUs based on actual performance against the PSU goals on the date the applicable award would otherwise have been delivered if employment had continued
Disability			Delivery of shares corresponding to the earned amount of PSUs based on actual performance against the PSU goals on the date the applicable award would otherwise have been delivered if employment had continued
Death			Prior to Adjudication of Performance Immediate delivery of shares corresponding to the target amount of PSUs initially granted Following Adjudication of Performance Immediate delivery of shares corresponding to the earned amount of PSUs based on actual performance against the PSU goals on the date the applicable award would otherwise have been delivered if employment had continued
Involuntary Termination without Cause or resignation for Good Reason within 24 months of a Corebridge CIC			During Performance Period Immediate delivery of shares corresponding to the target amount of PSUs initially granted, unless the Compensation and Management Development Committee determines to use performance through the date of the Corebridge CIC Following Performance Period Immediate delivery of shares corresponding to the earned amount of PSUs based on actual performance against the PSU goals on the date the applicable award would otherwise have been delivered if employment had continued

For purposes of the Corebridge PSUs:

• Corebridge CIC and Cause are generally defined the same as for the ESP above

• Good Reason and Retirement are generally defined the same as for the Corebridge RSUs above

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Corebridge Options

All outstanding unvested Corebridge Options will vest in connection with the termination scenarios listed in the table below and will be forfeited in the case of termination for any other reason.

Reason for Termination			For how long can the vested Corebridge Options be exercised?
Involuntary Termination without Cause – no Corebridge CIC			For three years from date of termination (or until expiration date if earlier)
Retirement			For the remainder of the term of the options
Disability			For three years from date of disability (or until expiration date if earlier)
Death			For three years from date of death (or until expiration date if earlier)
Involuntary Termination without Cause or resignation for Good Reason within 24 months of a Corebridge CIC			For the remainder of the term of the options

For purposes of the Corebridge Options:

• CIC and Cause are generally defined the same as Cause and Corebridge CIC for the ESP above

• Good Reason and Retirement are generally defined the same as for the Corebridge RSUs above

All LTI Awards

In the case of Retirement, involuntary termination without Cause or resignation for Good Reason within 24 months of a Corebridge CIC (as applicable), participants must execute a release containing restrictive covenants as a condition to vesting of stock options and delivery of shares pursuant to Corebridge RSUs or Corebridge PSUs.

Termination Payments Table

The following table sets forth the compensation and benefits that would have been provided to our NEOs if they had been terminated on December 31, 2025. The amounts shown below are not necessarily indicative of what we will pay under similar circumstances because a wide variety of factors can affect payment amounts, which can be determined with certainty only when an actual change in control or termination event occurs. In the event of an involuntary termination for Cause or a voluntary termination other than by retirement, no benefits would have been provided. In all cases included in the table, the NEOs would have been entitled to the benefits described in the 2025 Pension Benefits Table above.

	Name			2025 STI Award ($)(1)			Severance ($)			Medical and Life Insurance ($)(2)			Unvested Options ($)(3)			Unvested Stock Awards ($)(4)			Total ($)
	Marc Costantini
	Involuntary Termination w/o “Cause”			—			5,250,000			40,000			132,242			7,792,076			12,714,318
	By Executive w/ “Good Reason”			—			5,250,000			40,000			—			—			4,790,000
	Qualifying Change in Control(5)			—			7,000,000			40,000			132,242			7,792,076			14,964,318
	Death			—			—			—			132,242			7,792,076			7,924,318
	Disability			—			—			—			132,242			7,792,076			7,924,318
	Retirement			—			—			—
	Elias Habayeb(6)
	Involuntary Termination w/o “Cause”			1,586,000			2,286,667			40,000			519,666			5,284,579			9,716,912
	By Executive w/ “Good Reason”			1,586,000			2,286,667			40,000			—			—			3,912,667

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	Name			2025 STI Award ($)(1)			Severance ($)			Medical and Life Insurance ($)(2)			Unvested Options ($)(3)			Unvested Stock Awards ($)(4)			Total ($)
	Qualifying Change in Control(5)			1,586,000			3,430,000			40,000			519,666			5,284,579			10,860,245
	Death			1,300,000			—			—			519,666			5,284,579			7,104,245
	Disability			1,586,000			—			—			519,666			5,284,579			7,390,245
	Retirement			—			—			—			—			—			—
	Lisa Longino
	Involuntary Termination w/o “Cause”			1,512,800			2,370,000			40,000			234,434			3,736,089			7,893,323
	By Executive w/ “Good Reason”			1,512,800			2,370,000			40,000			—			—			3,922,800
	Qualifying Change in Control(5)			1,512,800			3,555,000			40,000			234,434			3,736,089			9,078,323
	Death			1,240,000			—			—			234,434			3,736,089			5,210,523
	Disability			1,512,800			—			—			234,434			3,736,089			5,483,323
	Retirement			—			—			—			—			—			—
	Jonathan Novak
	Involuntary Termination w/o “Cause”			1,220,000			1,620,833			40,000			275,119			2,071,543			5,227,495
	By Executive w/ “Good Reason”			1,220,000			1,620,833			40,000			—			—			2,880,833
	Qualifying Change in Control(5)			1,220,000			2,512,500			40,000			275,119			2,071,543			6,119,162
	Death			1,000,000			—			—			275,119			2,071,543			3,346,662
	Disability			1,220,000			—			—			275,119			2,071,543			3,566,662
	Retirement			—			—			—			—			—			—
	Polly Klane
	Involuntary Termination w/o “Cause”			1,098,000			1,500,000			40,000			—			2,636,680			5,274,680
	By Executive w/ “Good Reason”			1,098,000			1,500,000			40,000			—			—			2,638,000
	Qualifying Change in Control(5)			1,098,000			2,250,000			40,000			—			2,636,680			6,024,680
	Death			900,000			—			—			—			2,636,680			3,536,680
	Disability			1,098,000			—			—			—			2,636,680			3,734,680
	Retirement			—			—			—			—			—			—
	Kevin Hogan
	Involuntary Termination w/o “Cause”(7)			3,202,500			5,926,250			70,000			1,351,571			12,325,283			22,845,604
	Death			2,625,000			—			—			1,351,571			10,539,488			14,516,059
	Disability			3,202,500			—			—			1,351,571			12,325,283			16,879,354

(1)
In the case of death, an NEO’s STI award is based on the NEOs target amount and paid as soon as administratively possible after the date of death (but in no event later than March 15th of the following year). Mr. Costantini was appointed as President and Chief Executive Officer effective December 1, 2025 and therefore did not participate in the Company’s 2025 STI program in 2025.

(2)
This column reflects a lump sum payment of $40,000 that can be used to pay for continued healthcare and life insurance coverage following a qualifying termination. The amounts do not include medical and life insurance benefits upon permanent disability or death to the extent that they are generally available to all salaried employees.

(3)
The amounts in this column represent the total market value of unvested Corebridge Options as of December 31, 2025 for which vesting would be accelerated, based on the difference between the exercise price of the Corebridge Options and the closing sale price of shares of Common Stock on the NYSE of $30.17 on December 31, 2025.

(4)
The amounts in this column include the total market value (based on the Corebridge closing sale price on the NYSE of $30.17 on December 31, 2025) of shares of Common Stock underlying unvested Corebridge RSU and Corebridge PSU awards as of December 31, 2025. For the 2023 AIG PSU awards, actual earned AIG PSUs are reflected except in the case of death in which target PSUs are reflected. For the 2025 Corebridge PSUs, target PSUs are reflected. Amounts also reflect all accrued cash dividend equivalents associated with Corebridge RSU and Corebridge PSU awards.

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(5)
The “Qualifying Change in Control Termination” assumes that the NEO is entitled to change in control benefits under the ESP and the terms of the NEO’s equity awards. For the 2025 Corebridge PSUs, target PSUs are reflected.

(6)
Mr. Habayeb resigned from the Company effective April 24, 2026 and did not receive any severance benefits in connection with his departure. In addition, all of Mr. Habayeb's Corebridge equity awards were forfeited for no consideration.

(7)
While Mr. Hogan could not be terminated without cause prior to end of his six-month advisory period, upon termination of his employment at the end of the advisory period, he received the cash severance pay and termination benefits that were due on a termination without cause.

CEO Pay Ratio

The 2025 annual total compensation of the median employee identified by Corebridge (as described below) was $154,291, and Mr. Costantini’s annualized 2025 total compensation for his role as Corebridge’s President and Chief Executive Officer during 2025 was $19,551,912. This amount equals Mr. Costantini’s compensation as reported in the Summary Compensation Table plus an additional amount that reflects the annualizing of his base salary and nonequity incentive plan compensation for 2025 consistent with the applicable SEC guidance. Accordingly, Corebridge’s estimated 2025 pay ratio was 1 to 127.

We note that a substantial portion of Mr. Costantini’s total compensation for 2025 was a one-time cash bonus of $5,500,000 and a one-time LTI award with a grant date fair value of $10,000,000, which he received in accordance with his employment agreement. Excluding the two sign-on awards, which were granted in recognition of Mr. Costantini’s forfeiture of 2025 short-term and long-term incentive awards from his prior employer, the ratio would have been 1 to 76.

As permitted by SEC rules, to identify the median employee, Corebridge used its active employee population (including both full-time and part-time employees) as of December 31, 2025 and used 2024 annual total compensation for that population comprising (1) annual base salary, (2) overtime payments, (3) target STI and LTI awards, in each case using 2025 targets for employees hired during 2024 who were not eligible for 2024 awards and (4) sales incentives. For employees hired in 2025 (who therefore did not have 2024 compensation), Corebridge used 2025 annual total compensation comprising (1) annual base salary, (2) overtime payments, (3) 2025 or 2026 target STI and LTI awards and (4) an estimate of annual sales incentives based on a calculation of median 2024 sales incentives.

As required by SEC rules, after identifying our median employee (who is located in the U.S.), we calculated 2025 annual total compensation for both our median employee and Mr. Costantini using the same methodology that we use to determine our NEOs’ annual total compensation for the Summary Compensation Table.

SEC rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratios reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. In addition, the median employee’s annual total compensation is unique to that individual and therefore is not an indicator of the annual total compensation of any other individual or group of employees.

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Pay Versus Performance

The following table provides information regarding “Compensation Actually Paid” (“CAP”) to our NEOs as determined and defined under SEC rules and does not reflect compensation actually earned, realized or received by them. The Corebridge Compensation and Management Development Committee did not consider this information in making its pay decisions for 2025.

	Year			Summary Compensation Table Total for Kevin Hogan(1) ($)			Summary Compensation Table Total for Marc Costantini(1) ($)			Compensation Actually Paid to Kevin Hogan(1) ($)			Compensation Actually Paid to Marc Costantini(1) ($)			Average Summary Compensation Table Total for Other NEOs(1) ($)			Average Compensation Actually Paid to Other NEOs(1) ($)			Value of Initial Fixed $100 Investment based on:(2)						Net Income(3) ($ Millions)			Normalized Operating EPS(4)
																						TSR ($)			Peer Group TSR ($)
	2025			13,116,836			16,142,230			13,325,246			16,102,000			5,701,374			5,451,305			183.27			157.38			(390)			$5.40
	2024			7,810,797			—			12,903,410			—			3,274,727			4,482,113			176.40			151.20			2,203			$4.99
	2023			8,632,097			—			12,115,440			—			3,981,082			4,248,724			123.50			119.23			1,036			$3.59
	2022			8,881,597			—			14,151,089			—			4,261,914			4,107,460			99.03			109.12			8,479			$2.94

(1)
This table presents pay versus performance information for 2022 for Kevin Hogan (“CEO 1”) and Elias Habayeb, Terri Fiedler, Sabra Purtill, Todd Solash, Robert Scheinerman and Geoffrey Cornell (the “Other NEOs”), and 2023 for Kevin Hogan (“CEO 1”) and Elias Habayeb, Lisa Longino, Terri Fiedler, Jonathan Novak and Constance Hunter (the “Other NEOs”), and 2024 for Kevin Hogan (“CEO 1”) and Elias Habayeb, Lisa Longino, Terri Fiedler, and Jonathan Novak (the “Other NEOs”), and 2025 for Kevin Hogan (“CEO 1”), Marc Costantini (“CEO 2”), and Elias Habayeb, Lisa Longino, Jonathan Novak, and Polly Klane (the “Other NEOs”). CAP for 2022 was calculated based on the change in value from AIG equity pre-IPO on 12/31/2021 for Corebridge awards through 12/31/2022. AIG equity remained valued using AIG share prices on both dates. CAP for 2023 was calculated based on the change in value from AIG equity pre-IPO on 12/31/2022 for Corebridge awards through 12/31/2023. Corebridge equity awards remained valued using Corebridge prices on both dates. AIG equity awards remained valued using AIG share prices on both dates. CAP for 2024 was calculated based on the change in value from Corebridge equity awards on 12/31/2023 through 12/31/2024. AIG equity awards remained valued using AIG share prices on both dates. CAP for 2025 reflects the following adjustments to the applicable amounts in the Summary Compensation Table (“SCT”):

				Mr. Hogan ($)			Mr. Costantini ($)			Average of Other NEOs ($)
	2025 Total Reported in SCT			13,116,836			16,142,230			5,701,374
	Less value of stock and option awards reported in SCT			(8,385,037)			(10,301,468)			(3,180,929)
	Less change in Pension Value in 2025			(128,218)			—			(14,898)
	Plus year-end value of awards granted in 2025 that were unvested and outstanding as of 12/31/2025(a)			6,318,255			10,261,238			2,764,369
	Plus change in fair value of prior year awards that were unvested and outstanding as of 12/31/2025(b)			1,976,078			—			22,400
	Plus change in fair value of prior year awards that vested in 2025(c)			427,332			—			158,989
	Plus value of awards granted in 2025 that vested in 2025			—			—			—
	Compensation Actually Paid for 2025			13,325,246			16,102,000			5,451,305

(a)
December 31, 2025 fair value of Corebridge RSUs, Corebridge PSUs and Corebridge Options was calculated based on the closing Corebridge stock price on that date.

(b)
December 31, 2025 fair value of Corebridge RSUs and Corebridge Options was calculated based on the closing stock price on that date. December 31, 2025 fair value of AIG PSUs was calculated based on the closing AIG stock price on that date.

(c)
Change in fair value for awards that vested in 2025 was calculated based on the closing price on the applicable vesting date.

(2)
The Peer Group TSR uses the S&P 500 Insurance Index, which we also use in the stock performance graph included in our 2025 Annual Report. The comparison assumes $100 was invested for the period starting September 15, 2022, the IPO date, through the end of the listed year for purposes of calculating the cumulative TSR of the Company and the S&P 500 Insurance Index over the measurement period. Historical stock performance is not necessarily indicative of future stock performance.

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(3)
Net Income is derived from our Audited Consolidated Financial Statements.

(4)
We determined Normalized Operating EPS to be the most important financial performance measure used to link Company performance to CAP in 2025. Normalized Operating EPS is a non-GAAP financial measure. For more information on this measure and how it is calculated, including certain adjustments that were made to reflect the Venerable transaction, see “Compensation Discussion and Analysis—Business Performance Score” on page 54 and Appendix A. Normalized Operating EPS was not included as a metric in the Company’s STI plan in 2022 or 2023 and Normalized Operating EPS figures for 2022 and 2023 represent Operating EPS as recast following the Venerable transaction, without any additional adjustments or normalizations.

Description of Pay Versus Performance Data

In accordance with Item 402(v) of Regulation S-K under the Exchange Act, the charts below show the relationship between CAP to our NEOs and the Company’s financial performance as measured by TSR, net income and Normalized Operating EPS, as well as a comparison of TSR and Peer Group TSR for the years shown in the Pay Versus Performance Table above. A significant portion of the compensation of our NEOs is comprised of long-term incentive awards that are tied to the future performance of the Company. As a result, the changes in CAP year-over-year are in line with TSR and Normalized Operating EPS. While net income reflects a company’s financial performance over a specific period, it may not fully capture the long-term nature of the liabilities and obligations of a life and retirement insurance company such as ours, as we often have to make long-term investments to match long-term liabilities, which can result in fluctuations in net income due to changes in items such as interest rates, investment returns and actuarial assumptions.

Relationship Between Compensation Actually Paid and TSR⁽¹⁾

(1)
TSR on the graph begins on Corebridge’s IPO date whereas CAP begins as of the prior fiscal year end.

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Relationship Between Compensation Actually Paid and Net Income

 

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Relationship Between Compensation Actually Paid and Normalized Operating EPS

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Most Important Financial Performance Measures

The following table presents the financial performance measures that the Company considers to be the most important in linking CAP to our NEOs for 2025 to Company performance. The measures in these tables are not ranked.

All of these measures are non-GAAP financial measures. For more information on non-GAAP measures and how they are calculated, including certain adjustments that were made to reflect the Venerable transaction, see “Compensation Discussion and Analysis—Business Performance Score” on page 54 and Appendix A.

• Normalized Operating EPS

• Free Cash Flow

• General Operating Expense as part of the Strategic Performance metrics

• Adjusted ROAE

• Relative TSR

Company Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

The Compensation and Management Development Committee has adopted an Equity Grant Policy specifying, among other things, the timing of equity grants to Section 16 Officers, including option grants, made by the Compensation and Management Development Committee.

Pursuant to the policy, annual grants of equity awards to Section 16 Officers are approved by the Compensation and Management Development Committee at a pre-scheduled meeting in the first quarter of the fiscal year, and the effective grant date of such awards will be the meeting date unless the meeting date falls within a blackout period as described in our Insider Trading Policy, in which case the Compensation and Management Development Committee may approve, at its discretion, an effective grant date outside of the blackout period. The effective grant date of all other equity awards granted to Section 16 Officers, including new-hire, promotional, make whole or special recognition equity grants will be the approval date unless the approval date falls within a blackout period, in which case the Compensation and Management Development Committee may approve, at its discretion, an effective grant date outside of the blackout period.

Further, pursuant to the policy, grants of option-like awards (i.e., stock options, stock appreciation rights, and other option-like instruments) to Section 16 Officers will not occur in the period starting four business days before or ending one business day after the filing of a Form 10-K/10-Q or the filing or furnishing of a Form 8-K containing material nonpublic information, including earnings information, but excluding a Form 8-K that discloses only the grant of a material new option-like award.

In 2025, there were no grants of stock options to any NEOs during the period beginning four business days before and ending one business day after the filing of a periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of a current report on Form 8-K that disclosed material nonpublic information.

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Compensation Discussion and Analysis

Equity Compensation Plan Information

The following table provides information as of December 31, 2025, regarding securities authorized for issuance under our equity compensation plans. All outstanding awards relate to our Common Stock. For additional information about our equity compensation plans, see Note 20 of the consolidated financial statements in the 2025 Form 10-K.

				(a)			(b)			(c)
	Plan Category			Number of securities to be issued upon exercise of outstanding options, warrants and rights			Weighted- average exercise price of outstanding options, warrants and rights ($)			Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
	Equity compensation plans approved by security holders(1)			7,462,361(2)			$27.10(3)			19,634,419
	Equity compensation plans not approved by security holders			—			—			—
	Total			7,462,361			$27.10			19,634,419

(1)
Represents the 2022 Corebridge Omnibus Incentive Plan.

(2)
Includes 4,178,645 Corebridge RSUs, 500,090 Corebridge PSUs (assuming achievement of target performance), 2,660,835 Corebridge Options and 122,791 DSUs, each outstanding under the 2022 Corebridge Omnibus Incentive Plan as of December 31, 2025. The actual number of shares issued with respect to Corebridge PSUs will be based on actual performance levels achieved, up to a maximum of 200% of the PSUs granted.

(3)
The weighted-average exercise price is calculated based solely on the exercise prices of the outstanding options and does not reflect the shares that will be issued upon the vesting of outstanding awards of Corebridge RSUs, Corebridge PSUs or DSUs, which have no exercise price.

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Proposal 3:
Ratification of Appointment of Independent Registered Public Accounting Firm
  The Board recommends that you vote FOR the ratification of PwC as our independent registered public accounting firm for 2026.

We are asking stockholders to vote on a proposal to ratify the appointment of PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm (“Independent Auditor”) for 2026.

The Audit Committee is responsible for the appointment, compensation, retention and oversight of our Independent Auditor and annually reviews its qualifications, performance and independence. The Audit Committee has appointed PwC as our Independent Auditor for 2026.

PwC has served as our Independent Auditor since 2020 and reports directly to the Audit Committee. In selecting PwC as our Independent Auditor for 2026, the Audit Committee considered a number of factors, including:

• the professional qualifications of PwC, the lead audit partner and other key engagement partners as well as the overall engagement team;

• PwC’s depth of understanding of our businesses, industry, operations, accounting policies and practices and internal control over financial reporting;

• PwC, as an independent registered public accounting firm, is subject to PCAOB inspections, “Big 4” peer reviews and PCAOB and SEC oversight;

• PwC’s objectivity, independence program and its processes for maintaining its independence and objectivity;

• the appropriateness of PwC’s fees for audit and non-audit services (on both an absolute basis and as compared to fees charged to peer companies of comparable size and complexity by PwC and its peer firms); and

• the impact of a change in the Independent Auditor.

Based on these considerations, the Audit Committee believes that the selection of PwC is in the best interest of the Company and its stockholders. We are requesting stockholder ratification of PwC’s appointment as a matter of good corporate practice. If the stockholders do not ratify the appointment, the Audit Committee may reconsider whether or not to retain PwC. Also, regardless of whether the appointment is ratified, the Audit Committee in its discretion may change the appointment of PwC at any time during the year if it determines that such change would be in the best interests of the Company and its stockholders.

Representatives of PwC are expected to be present during the Annual Meeting and will have an opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions.

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Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm

Audit Committee Report

The roles of management, the Independent Auditor and the Audit Committee are as follows:

• Management is responsible for the preparation, presentation and integrity of our financial statements, for our accounting and financial reporting principles, and for the establishment and effectiveness of internal controls and procedures designed to ensure compliance with accounting standards and applicable laws and regulations.

• The Independent Auditor is responsible for performing an independent audit of our financial statements in accordance with the standards of PCAOB, expressing an opinion as to the conformity of such financial statements with GAAP and expressing an opinion on the effectiveness of internal control over financial reporting. The Independent Auditor has free access to the Audit Committee to discuss any matters it deems appropriate.

• The Audit Committee is responsible for assisting the Board in its oversight of:

○ the integrity of our financial statements and accounting and financial reporting processes (including our internal control over financial reporting);

○ our compliance with legal and regulatory requirements;

○ the Independent Auditor’s qualifications, independence and performance; and

○ the performance of our internal audit function.

In the performance of its oversight function, the Audit Committee considered and discussed our 2025 audited financial statements with management and PwC, including a discussion of the quality, and not just the acceptability, of the accounting principles, the reasonableness of significant judgments, clarity of the disclosures and the condition of internal control over financial reporting. The Audit Committee also discussed with PwC the matters required to be discussed by applicable PCAOB and SEC requirements. Finally, the Audit Committee received the written disclosures and the letter from PwC as required by PCAOB’s rules regarding PwC’s communications with the Audit Committee concerning independence and discussed with PwC its independence.

Based upon the reports and discussion described in this report, the Audit Committee, in accordance with its responsibilities, recommended to the Board the inclusion of the audited financial statements for the year ended December 31, 2025, in our 2025 Form 10-K.

Audit Committee

Christopher Lynch (Chair)

Edward Bousa

Deborah Leone

Colin J. Parris

Pre-Approval Policy

Under the Corebridge Audit Committee Pre-Approval Policy (the “Pre-Approval Policy”), the Audit Committee must pre-approve the audit and non-audit services performed by the Independent Auditor to ensure that the provision of those services does not impair the auditor’s independence. Accordingly, before the Company engages the Independent Auditor to render a service, the engagement must be either: (1) specifically approved by the Audit Committee; or (2) entered into pursuant to a general pre-approval for specified services granted by the Audit Committee under the Pre-Approval Policy. The Audit Committee periodically reviews the Pre-Approval Policy for purposes of assuring its continued appropriateness and compliance with applicable law and listing standards, including SEC and PCAOB regulations.

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Prior to granting any pre-approval, the Audit Committee will review and discuss with the Independent Auditor any documentation supplied by the Independent Auditor as to the nature and scope of the proposed services and any potential impact on the Independent Auditor’s independence. In particular, the Audit Committee will carefully scrutinize the retention of the Independent Auditor in connection with any tax-related transaction initially recommended by the Independent Auditor.

Fees Paid to PwC

The table below shows the fees paid by Corebridge to PwC in 2025 and 2024.

				Year Ended December 31,
	($ in millions)			2025			2024
	Audit Fees(1)			16.3			22.9
	Audit-Related Fees(2)			10.8			9.9
	Tax Fees(3)			0.3			0.3
	All Other Fees(4)			0.1			0.1
	Total			27.3			33.2

(1)
Audit Fees: Fees and related expenses billed for annual financial statement audit and quarterly review services that are customary for the Independent Auditor to render an opinion.

(2)
Audit-Related Fees: Fees and related expenses billed for assurance and related services that are reasonably related to the audit or review of the Company’s financial statements and for other services that are traditionally performed by the Independent Auditor. Services performed include services related to certain standalone audits and other non-core services, including pre-implementation reviews.

(3)
Tax Fees: Fees and related expenses billed for permitted tax services, including tax compliance, tax advice and tax planning and preparation.

(4)
All Other Fees: Fees and related expenses billed for other permitted non-audit services including regulatory compliance services.

All services provided by PwC and the fees paid by Corebridge were authorized and approved by the Audit Committee in compliance with the Pre-Approval Policy and the procedures described above. The Audit Committee considers the non-audit services rendered by PwC during the most recently completed fiscal year in its annual independence evaluation.

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Policies and Procedures for Related Party Transactions

Our Board has approved the Corebridge Related Party Transactions Approval Policy (the “Related Party Transaction Policy”), which sets forth policies and procedures with respect to the review and approval of certain transactions between us and a “Related Person,” or a “Related Party Transaction,” under Item 404 of Regulation S-K promulgated by the SEC. Pursuant to the terms of the Related Party Transaction Policy, our Board, acting through our Audit Committee, will review and decide whether to approve or ratify any Related Party Transaction. Any Related Party Transaction is required to be promptly reported to our Corporate Secretary, who will then determine with management and outside counsel whether it should be submitted to our Audit Committee for consideration. The disinterested members of the Audit Committee (or a majority of disinterested directors of the Board if only one member of the Audit Committee is disinterested) must decide whether to approve any Related Party Transaction.

Relationship and Transactions with AIG

AIG no longer holds a majority of our outstanding Common Stock. However, AIG continues to have contractual rights, including pursuant to the agreements described below.

Separation Agreement

The Separation Agreement governs the relationship between AIG and us following the IPO, including matters related to the allocation of assets and liabilities to us and to AIG, indemnification obligations of us and AIG, our corporate governance, including the composition of our Board and its Committees, Board nomination rights, information rights, participation rights with respect to equity issuances by us and consent rights of AIG with respect to certain business activities that we may undertake. The summary of the Separation Agreement below describes only the provisions thereof that are applicable based on AIG’s current ownership of our Common Stock.

On May 16, 2024, in connection with the execution of the Nippon Stock Purchase Agreement, the Company entered into the Separation Agreement Amendment, pursuant to which Corebridge and AIG agreed to certain changes with respect to AIG’s Board designation rights and AIG’s right to consent over certain actions by the Company, as set forth in the Separation Agreement. Additionally, on June 9, 2024, AIG waived its right under the Separation Agreement to include a majority of the director candidates on each slate of candidates recommended by our Board.

On March 23, 2026, AIG waived its right under the Separation Agreement and the Separation Agreement Amendment to designate any members of the Board.

AIG Rights with Respect to Our Board

The Separation Agreement entitles AIG to have our Board include in the candidates it designates for election at our annual meetings of stockholders a specified number of directors designated by AIG based on its beneficial ownership of our Common Stock. Until AIG ceases to beneficially own at least 5% of our outstanding Common Stock, AIG is entitled to designate a number of the total number of directors entitled to serve on the Board proportionate to the percentage of our outstanding Common Stock beneficially owned by AIG, rounded up to the nearest whole number (the “AIG Board Calculation”). If at any time AIG's beneficial ownership of our Common Stock shall decrease to an amount resulting in a reduction in the number of AIG designated directors entitled to be slated on the Board, AIG will cause a number of its designated directors to resign within 60 days of such decrease so that the number of AIG designated directors remaining on the Board is consistent with the AIG Board Calculation. After AIG ceases to beneficially own at least 5% of our outstanding Common Stock, AIG will no longer have any right to designate directors to serve on the Board under the Separation Agreement.

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The Separation Agreement also provides that:

• at the option of AIG, the Board will appoint a director designated by AIG to the Audit Committee, who must be an independent director; and

• at any time during which the Board includes a director designated by AIG who is also an independent director, at least one member of the Audit Committee will be a director designated by AIG, so long as the director meets certain standards for membership on the Audit Committee.

Information Rights; Accounting and Financial Disclosure Matters

The Separation Agreement provides, in addition to other information and access rights, that:

• we are required to continue to provide AIG with information and data relating to our business and financial results and access, during usual business hours, to our personnel, data and systems to the extent that such information, data or access is required for AIG to meet its legal, financial or regulatory obligations or requirements (as determined by AIG in its reasonable judgment) and to maintain disclosure controls and procedures and internal control over financial reporting, as further provided therein during certain periods, including for as long as AIG was required to consolidate our financial results with its financial results and, thereafter, until the later of (i) the date when AIG is no longer required to account in its financial statements for its holdings in us under an equity accounting method or to consolidate our financial results with its financial results and (ii) the date on which AIG ceased to beneficially own at least 20% of our outstanding Common Stock; and

• until the date on which AIG is no longer required to account in its financial statements for its holdings in us under an equity accounting method, AIG will have certain access and cooperation rights with respect to the independent public registered accounting firm responsible for the audit of our financial statements and with respect to our internal audit function.

Provisions Relating to Director and Officer Indemnification and Liability Insurance

The Separation Agreement provides that, until at least the day after the last date on which any director, officer, employee or certain designees of AIG (an “AIG Individual”) is a director, officer or employee of us, we must indemnify (including advancement of expenses) each such AIG Individual to the greatest extent permitted under Section 145 of the Delaware General Corporation Law and other applicable laws. Such indemnification must continue as to any AIG Individual who becomes entitled to indemnification notwithstanding any subsequent change in our indemnification policies or, with respect to liabilities existing or arising from events that have occurred on or prior to such date, that such AIG Individual ceases to be a director, officer or employee of us.

Transfer of Assets and Assumption of Liabilities; Releases; Indemnification

The Separation Agreement identifies the assets to be transferred, the liabilities to be assumed and the contracts to be transferred to or retained by each of us and AIG as part of our separation from AIG. The Separation Agreement provides that, among other things, subject to the terms and conditions contained therein, including certain exceptions, assets used primarily in or primarily related to the Corebridge Business (defined as the life and retirement and primarily related investment management businesses, operations and activities conducted by AIG or the Company immediately prior to 12:01 a.m. Eastern Time on September 14, 2022 (the “Separation Time”)) were retained by or transferred to us and certain liabilities were assumed or retained by us.

Except as expressly set forth in the Separation Agreement or certain ancillary agreements, neither we nor AIG make any representation or warranty as to:

• the assets, business or liabilities transferred or assumed as part of the separation;

• any approvals or notifications required in connection with the transfers or assumptions;

• the value or freedom from security interests of, or any other matter concerning, any assets; or

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• the absence of any defenses or right of setoff or freedom from counterclaim with respect to any claim or other asset.

All assets were transferred on an “as is,” “where is” basis, and the respective transferees bear the economic and legal risks that: (i) any conveyance will prove to be insufficient to vest in the transferee good and marketable title, free and clear of all security interests; (ii) any necessary approvals or notifications are not obtained or made; or (iii) any requirements of laws or judgments are not complied with.

The Separation Agreement provides that in the event that the transfer of certain assets and liabilities to us or AIG, as applicable, did not occur prior to the separation, then until such assets or liabilities are able to be transferred, the applicable party will hold such assets for the use and benefit, or such liabilities for the performance or obligation, of the other party at the other party’s expense.

The Separation Agreement provides that each party will release and discharge the other party from: (i) all liabilities assumed by the party as part of the separation, (ii) all liabilities arising from or in connection with the transactions and other activities to implement the separation and the IPO and (iii) all liabilities arising from or in connection with actions, in inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to the Separation Time to the extent relating to, arising out of or resulting from the party’s business or assets or liabilities allocated to the party as provided above, except as expressly set forth in the Separation Agreement. These releases are subject to certain exceptions, including for any right to enforce the Separation Agreement or certain other agreements between the parties, in each case in accordance with their terms.

In the Separation Agreement, each party agrees, subject to certain exceptions, to indemnify, defend and hold harmless the other party, and each of its directors, officers, employees and agents, from and against:

• all liabilities relating to, arising out of or resulting from any liability allocated to the party as described above;

• any failure of the party to pay, perform or otherwise promptly discharge any such liabilities in accordance with their terms, whether prior to, on or after the Separation Time;

• any breach by the party of the Separation Agreement or certain ancillary agreements;

• any guarantee, indemnification or contribution obligation, surety or other credit support agreement, arrangement, commitment or understanding for the benefit of the party by the other party that survives following the separation; and

• any untrue statement or alleged untrue statement in any public filings made by us with the SEC following the date of the IPO.

The Separation Agreement also establishes procedures with respect to claims subject to indemnification and related matters.

Dispute Resolution

The Separation Agreement contains provisions that govern the resolution of disputes or claims arising out of, relating to or in connection with the Separation Agreement. These provisions contemplate that if a dispute or claim cannot be resolved by senior officers of the parties, either party may submit the dispute or claim to non-binding mediation or, at any time before, during or following such non-binding mediation, binding arbitration, subject to the provisions of the Separation Agreement.

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Term

The Separation Agreement terminates on the date that is one year following the date on which AIG ceases to beneficially own at least 5% of our outstanding Common Stock, except for certain provisions, including provisions relating to confidentiality, dispute resolution, allocation of assets and liabilities and indemnification.

AIG Registration Rights Agreement

The AIG Registration Rights Agreement provides AIG and permitted transferees certain registration rights relating to shares of our Common Stock beneficially owned by AIG whereby, at any time after the IPO and the expiration of any related lock-up period, AIG and permitted transferees may require us to register under the Securities Act, all or any portion of such shares, a so-called “demand request.” AIG and permitted transferees also have “piggyback” registration rights, such that AIG and permitted transferees may include their respective shares in any future registrations of our equity securities, whether or not that registration relates to a primary offering by us or a secondary offering by or on behalf of any of our stockholders.

The AIG Registration Rights Agreement sets forth customary registration procedures, including an agreement by us to make our management reasonably available to participate in roadshow presentations in connection with any underwritten offerings.

We also agree to indemnify AIG and permitted transferees with respect to liabilities resulting from untrue statements or omissions in any registration statement used in any such registration, other than untrue statements or omissions resulting from information furnished to us for use in a registration statement by AIG or any permitted transferee.

On December 9, 2024, we entered into the Nippon Registration Rights Agreement with Nippon and AIG, whereby AIG assigned its rights and interests in, and delegated its obligations under, the AIG Registration Rights Agreement to Nippon with respect to the Nippon Purchased Stock (as defined below).

Transition Services Agreement

We and AIG have historically provided certain services to the other, shared certain services and relied on certain third-party service providers to provide services pursuant to shared services contracts. We and AIG generally ceased to provide services to one another following the IPO and we have, subject to certain limited exceptions, (i) ceased to rely on the contracts, systems and other resources that we have historically shared with AIG and (ii) replaced those contracts with new contracts between us and third-party service providers, and procured other systems and resources, to the extent necessary. The Transition Services Agreement (i) governs our migration away from most shared services, systems and resources with AIG on an agreed schedule and (ii) provides for the continued provision (directly or through a third-party provider) of certain services between us and AIG. During 2025, only information technology services were completed pursuant to the Transition Services Agreement. On October 1, 2025, the Transition Services Agreement was terminated.

The total service expenses incurred by the Company under the Transition Services Agreement reflected in General operating expenses on the Consolidated Statements of Income (Loss) in the Original Filing were $7 million, $43 million and $161 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Employee Matters Agreement

On September 14, 2022, we entered into an employee matters agreement with AIG. The employee matters agreement allocates liabilities and responsibilities relating to employment matters, employee compensation and benefits plans and programs, and other related matters between us and AIG.

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The employee matters agreement addresses certain compensation and employee benefit obligations with respect to our current and former employees and generally provides that, unless otherwise specified, each party will be responsible for liabilities associated with the current and former employees of such party and its subsidiaries for purposes of compensation and benefit matters following the IPO.

The employee matters agreement also governs the terms of certain equity-based awards granted by AIG prior to the IPO to our employees.

Tax Matters Agreement

We previously entered into a state and local tax payment allocation agreement (the “SALT PAA”) and the Tax Matters Agreement with AIG. These agreements govern the parties’ respective rights, responsibilities and obligations with respect to taxes, including the allocation of current and historic tax liabilities (whether income or non-income consolidated or stand-alone). The Tax Matters Agreement governs, among other things, procedural matters, such as filing of tax returns, tax elections, control and settlement of tax controversies and entitlement to tax refunds and tax attributes.

Under the Tax Matters Agreement, we and AIG agreed to make payments to each other in respect of historic tax periods and tax periods prior to our deconsolidation from AIG for purposes of the applicable tax, determined in a manner consistent with our pre-existing tax sharing agreements with AIG (including the SALT PAA). Under these arrangements, we generally bear our own taxes determined on a standalone basis. Each party agreed to indemnify the other against any amounts for which such other party is not responsible, such as taxes arising from the breach of any obligations or covenants under the Tax Matters Agreement and any taxes of the other party’s consolidated or affiliated group members arising in taxable periods following our deconsolidation from AIG for purposes of the relevant tax. The Tax Matters Agreement allocates control of tax audits and proceedings between the parties, with AIG generally having the right to control audits and proceedings for pre-deconsolidation tax periods subject to our participation and consent rights, and it generally requires the parties to cooperate with one another in relation to the preparation and filing of tax returns and in connection with tax audits and proceedings.

The Tax Matters Agreement also provides special rules relating to elections to protect our tax attributes from reduction or reallocation pursuant to the “unified loss rule.”

Guarantee Reimbursement Agreement

On September 4, 2022, Corebridge and CRBGLH entered into a guarantee reimbursement agreement with AIG, related to AIG’s guarantee of:

• junior subordinated debentures of CRBGLH, which as of December 31, 2025 consisted of: (i) $54 million of 8.500% junior subordinated debentures due July 2030, (ii) $142 million of 8.125% junior subordinated debentures due March 2046 and (iii) $31 million of 7.570% junior subordinated debentures due December 2045 (the “CRBGLH Junior Subordinated Debt”); and

• certain notes due and bonds payable by CRBGLH with $99 million aggregate principal amount as of December 31, 2025 (together with the CRBGLH Junior Subordinated Debt, the “CRBGLH Debt”).

Pursuant to the guarantee reimbursement agreement, Corebridge and CRBGLH agree to (i) pay and reimburse AIG for the full amount of any payment made by or on behalf of AIG pursuant to the indentures governing the CRBGLH Debt and/or the related guarantees by AIG and (ii) pay, indemnify and reimburse

AIG and its affiliates, and their respective officers, directors, employees, stockholders, members, attorneys and other advisors, agents and controlling persons for, and hold each indemnitee harmless from and against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements.

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Collateral Agreement

On September 4, 2022, Corebridge and CRBGLH entered into a collateral agreement with AIG related to AIG’s guarantee of the CRBGLH Debt (the “Collateral Agreement”). Pursuant to the Collateral Agreement:

• in the event of (i) a ratings downgrade of Corebridge or CRBGLH senior debt below Baa3 (Moody’s)/ BBB- (S&P) or (ii) failure by CRBGLH to pay principal and interest on the CRBGLH Debt and applicable grace periods have lapsed (each, a “Collateralization Trigger Event”), Corebridge and CRBGLH must collateralize with Eligible Collateral (as defined in the Collateral Agreement) an amount equal to the sum of: (i) 100% of the principal amount outstanding under the CRBGLH Debt at any given time, (ii) accrued and unpaid interest, and (iii) 100% of the net present value of scheduled interest payments (the “Trigger Collateral Amount”); and

• if at any time after Corebridge and CRBGLH deposit funds in connection with a Collateralization Trigger Event AIG reasonably determines the fair market value of the collateral is less than the Trigger Collateral Amount, Corebridge and CRBGLH must deposit additional collateral such that the fair market value of the collateral equals at least the Trigger Collateral Amount.

Nippon Stock Purchase Agreement

On May 16, 2024, we entered into the Nippon Stock Purchase Agreement with AIG and Nippon, pursuant to which, on December 9, 2024, AIG sold 121,956,256 shares of Common Stock (the “Nippon Purchased Stock”), representing 21.6% of the issued and outstanding Common Stock at closing, to Nippon for aggregate consideration of approximately $3.8 billion in cash (the “Nippon Transaction”). The Nippon Stock Purchase Agreement provides for, among other things, certain limitations on the transfer of Common Stock by each of AIG and Nippon and an agreement that each of AIG and Nippon will vote in favor of the other’s nominees to the Board.

On February 10, 2026, Nippon agreed to irrevocably waive the transfer restriction in the Nippon Stock Purchase Agreement, pursuant to which AIG was restricted from transferring shares of our Common Stock in any transaction that could result in AIG owning less than 9.9% of our outstanding Common Stock prior to December 9, 2026. The waiver applies to all of AIG's remaining shares of our Common Stock.

Other Transactions

On November 4, 2025, we, AIG, and J.P. Morgan Securities LLC (the “Underwriter”) entered into an underwriting agreement (the “Underwriting Agreement”) pursuant to which AIG agreed to sell to the Underwriter, and the Underwriter agreed to purchase from AIG, 32.6 million shares of our Common Stock, at a price of $31.03 per share. We also agreed and purchased approximately 16.1 million shares of our Common Stock sold to the Underwriter at the same per share price paid by the Underwriter for an aggregate purchase price of approximately $500 million.

On February 12, 2026, we entered into a Share Repurchase Agreement with AIG, pursuant to which we repurchased shares of our Common Stock from AIG on February 17, 2026, at a price of $30.42 per share, for an aggregate purchase price of approximately $750 million.

Partnership and Transactions with Blackstone

Blackstone Stockholder’s Agreement

The Blackstone Stockholder’s Agreement governs the relationship among the parties, including matters related to corporate governance, restrictions on the transfer of our Common Stock owned by Blackstone ISG-I Advisors LLC or any affiliates thereof (“Blackstone”), and certain consent and information rights.

On March 11, 2024, we entered into an Amendment and Waiver of Consent and Voting Rights with AIG, Argon, Blackstone and certain affiliates of Argon and Blackstone (the “Amendment and Waiver”) that

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amended the Blackstone Stockholder’s Agreement such that Argon will have no right to consent to any repurchase of shares of our Common Stock if such repurchase would result in Argon owning, of record, more than 9.9% of our then-outstanding Common Stock, provided that, no such repurchase will be permitted if it would result in Argon owning, of record, more than 14.9% of our then-outstanding Common Stock.

Additionally, Argon, Blackstone and certain of their affiliates waived their right to vote or act by written consent with respect to any shares of our Common Stock owned by them from time to time. The following terms of the Blackstone Stockholder’s Agreement remain in place following the Amendment and Waiver.

Pursuant to the Blackstone Stockholder’s Agreement, until Blackstone no longer owns at least 50% of its initial investment in 9.9% of our outstanding Common Stock (a “Fall-Away Event”), it will have the right to designate for nomination for election one member of our Board, so long as the nominee will not represent more than 9.9% of our entire Board. This designee is entitled to serve on each committee of our Board, subject to applicable stock exchange requirements and federal securities laws and regulations. If our Board consists of fewer than 11 members at any time, Blackstone’s designee will no longer be a member of our Board and will instead become a board observer.

Until a Fall-Away Event, we will not, without the prior written consent of Blackstone:

• amend the organizational documents of Corebridge or any of our material subsidiaries, in either case so as to include provisions that would disproportionately adversely affect Blackstone in any material respect relative to AIG, in each case in their capacities as holders of our Common Stock, after taking into account differences in their respective ownership levels;

• effect a voluntary liquidation, dissolution or winding up of Corebridge;

• other than (x) with respect to documentation relating to our separation from AIG, (y) any modification, amendment, termination of, or entry into any material contract between us and AIG (an “Affiliate Contract”) that is on arm’s-length terms, fair and reasonable to us in all material respects or in the ordinary course of business consistent with historical practice or (z) any modification, amendment or termination of, or entry into, any Affiliate Contracts in connection with our separation from AIG, (A) modify, amend (in any material respect) or terminate (other than as a result of the expiration of the term thereof) any Affiliate Contract, or waive, release or assign any material rights or claims thereunder or (B) enter into any Affiliate Contract, in each of cases (A) and (B) on terms that are adverse in any material respect to Blackstone; provided that the consent of Blackstone shall not be unreasonably withheld, delayed or conditioned; and

• effect a voluntary deregistration or delisting of our Common Stock.

The Blackstone Stockholder’s Agreement also provides Blackstone with certain registration rights relating to shares of our Common Stock held by Blackstone whereby, at any time following the first anniversary of the IPO, Blackstone may require us (subject to certain restrictions) to register under the Securities Act, all or any portion of these shares, a so-called “demand request.” Blackstone also has “piggyback” registration rights, such that we will use our reasonable best efforts to include the shares of Common Stock held by Blackstone in any future registrations of our equity securities. The Blackstone Stockholder’s Agreement sets forth customary registration procedures, including an agreement by us to participate in customary road show presentations in connection with any underwritten offerings. We have also agreed to pay all expenses related to any registration other than underwriting discounts and commissions and to indemnify Blackstone with respect to liabilities resulting from untrue statements or omissions in any registration statement used in any such registration, other than untrue statements or omissions resulting from written information furnished to us for use in a registration statement by Blackstone, and liabilities resulting from a violation by us of the Securities Act or state securities laws in connection with an offering covered by such registration. Blackstone’s registration rights under the Blackstone Stockholder’s Agreement will terminate when Blackstone no longer owns at least 75% of its initial investment in 9.9% of our outstanding Common Stock.

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Further, the Blackstone Stockholder’s Agreement requires us, until a Fall-Away Event, to provide Blackstone upon reasonable request with information relating to our business and financial results, including with respect to information required for regulatory or compliance purposes.

Under the Blackstone Stockholder’s Agreement, Blackstone may not sell its shares of our Common Stock, subject to certain exceptions, including:

• if the purchaser of such shares is an affiliate of Blackstone and agrees to become bound by the Blackstone Stockholder’s Agreement;

• after the first, second and third anniversary of the closing of the IPO, Blackstone may sell up to 25%, 67% and 75%, respectively, of its initial investment in 9.9% of our outstanding Common Stock;

• after the fifth anniversary of the closing of the IPO, Blackstone may sell any shares of our Common Stock;

• in connection with any share repurchase by us or AIG, to cause Blackstone’s ownership not to exceed 9.9% of our then-outstanding Common Stock;

• in connection with a change of control of our Company that is approved and recommended to our stockholders by our Board; and

• with our consent.

Further, under the Blackstone Stockholder’s Agreement, Blackstone may not, directly or indirectly, acquire any shares of, or rights in relation to, our Common Stock that would cause it to beneficially own more than 9.9% of our outstanding Common Stock before the fifth anniversary of the closing of the IPO, without our prior written approval.

HoldCo intends to enter into a new stockholders agreement with Argon, a subsidiary of Blackstone Inc. (the “New Blackstone Stockholder’s Agreement”), as of the closing of the transactions contemplated by the Merger Agreement, pursuant to which, among other things, (a) Blackstone will be entitled to appoint one director to the HoldCo board of directors, (b) Blackstone’s consent will be required for certain fundamental actions of HoldCo, (c) Blackstone will agree to certain customary “standstill” provisions in respect of HoldCo for a limited period of time and (d) Blackstone will receive certain information rights from HoldCo. The terms and conditions of the New Blackstone Stockholder’s Agreement are intended to be substantially similar to the terms and conditions of the Blackstone Stockholder’s Agreement. Upon the entry into the New Blackstone Stockholder’s Agreement, the Blackstone Stockholder’s Agreement will automatically terminate in accordance with its terms.

Investment Management Relationships

Pursuant to our Commitment Letter with Blackstone and the SMAs, Blackstone serves as the exclusive external investment manager for portions of certain of our life insurance company subsidiaries’ investment portfolios. In 2021, we transferred management of $50 billion of our existing investment portfolio to Blackstone. We believe that Blackstone's ability to originate attractive and privately sourced, fixed-income oriented assets, complements our strong internal capabilities and expands our hybrid origination model. As of December 31, 2025, Blackstone managed $71.2 billion in book value of assets in our investment portfolio. The amount managed by Blackstone will increase to $92.5 billion by the third quarter of 2027.

Blackstone earns an investment management fee of 0.30% per annum on all assets with respect to the initial $50 billion of assets delivered by our insurance company subsidiaries to Blackstone for investment management. That fee will increase to 0.45% per annum with respect to additional assets delivered for investment management by Blackstone, and with respect to the initial $50 billion of assets as such amount is re-invested over time. Such fee does not apply in the case of investments made in funds or structures where Blackstone or one of its affiliates is the sponsor or is otherwise entitled to other fees. To the extent

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that our insurance company subsidiaries fail to deliver to Blackstone for investment management applicable amounts by the specified quarterly deadlines, we would still owe investment management fees on the full amount of assets expected to be managed by Blackstone.

In furtherance of the arrangements under the Commitment Letter, we rely on Blackstone to provide us with investment management and advisory services pursuant to SMAs. Under each SMA, Blackstone may delegate any or all of its discretionary investment and advisory rights and powers to one or more affiliate investment advisers, in which case the applicable sub-manager and the applicable insurance company subsidiary and/or Blackstone may enter into a sub-manager agreement (the “Sub-Manager Agreement”).

The Commitment Letter provides that each SMA and Sub-Manager Agreement will have an initial term of six years, with two-year automatic extensions unless earlier terminated in accordance with the Commitment Letter, and that our insurance company subsidiaries will not exercise their termination rights under the Sub-Manager Agreements or, so long as any Sub-Manager Agreement to which an insurance company is a party is in effect, any SMA, except as specified in the Commitment Letter. Specifically, at any time, an insurance company subsidiary may terminate an SMA or Sub-Manager Agreement by providing at least 30 days’ advance written notice to Blackstone that we have determined that (a) a cause event has occurred, which includes (i) Blackstone no longer being able to carry on its investment advisory business as a going concern or (ii) Blackstone performing its obligations under any SMA with gross negligence, willful misconduct or reckless disregard of any such obligations, (b) Blackstone having materially breached a material covenant of an SMA and (subject to certain exceptions) such breach remaining uncured for thirty days or (c) a material adverse change occurring at Blackstone such that Blackstone or its sub-managers are unable to manage the applicable asset classes as provided in the applicable SMA due to a complete loss of capability with respect to that asset class, and such event remaining uncured for three months. During the initial six-year term of the SMA arrangements, an insurance company subsidiary may also terminate, with 30 days’ prior written notice, a Sub-Manager Agreement or SMA for breach of Blackstone’s contractual obligation pursuant to the stock purchase agreement between AIG and Blackstone to hold its ownership interest in us for five years following the IPO, subject to certain exceptions. Termination of a Sub-Manager Agreement or SMA generally requires the affirmative approval of at least a majority of the directors of our Board, excluding any Blackstone representative.

Following the initial six-year term, an insurance company subsidiary may terminate a Sub-Manager Agreement to which it is a party for unsatisfactory long-term performance, as measured relative to objective benchmarks agreed between the parties, which underperformance remains uncured for at least one year. Termination for underperformance requires a majority vote of the independent members of our Board.

Notwithstanding our obligations under the Commitment Letter, any of our insurance company subsidiaries may terminate any individual SMA at any time upon 30 days’ advance written notice. Corebridge, but not any of our insurance company subsidiaries, may be required to pay damages for termination in certain circumstances where termination is not expressly permitted by the terms of the Commitment Letter. Our investment expense incurred related to Blackstone’s services was $323 million for the year ended December 31, 2025.

Corebridge and Blackstone intend to enter into an amendment to the Commitment Letter as of the closing of the transactions contemplated by the Merger Agreement (the “Commitment Letter Amendment”). The Commitment Letter Amendment will amend the Commitment Letter to replace certain references to Corebridge with references to HoldCo (specifically, where such provisions are intended to reference a publicly traded counterparty, which will now be HoldCo and not Corebridge). The terms and conditions of the Commitment Letter, as amended by the Commitment Letter Amendment, are intended to be substantially similar to the terms and conditions of the Commitment Letter.

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Sale of CLO Manager

On February 24, 2023, we completed the sale of 100% of the limited liability company interests of Clover Credit Management, LLC (“CCM”) to Blackstone. The base purchase price for the sale of CCM was approximately $34.8 million, net of the financings described below. Additional consideration in the form of management fee and incentive fee revenue sharing may be payable to us through December 31, 2029.

In connection with the closing of this transaction, we maintained an existing $20 million term loan to CCM secured by notes CCM owns in a CLO it originated. This term loan was paid in full in January 2025. In addition, we provided a second $20 million term loan to CCM secured by notes CCM owns in a CLO it originated. This term loan was paid in full in January 2025.

Purchase of Tax Credits

In connection with an existing SMA, American General Life Insurance Company (“AGL”) and an affiliate of Blackstone entered into an LLC Agreement on November 15, 2023, creating Freshwater RTC Holdings LLC (“Freshwater”). Pursuant to such agreement, as amended and restated on April 5, 2024 and December 16, 2025, the affiliate of Blackstone is the non-member manager and has agreed to diligence and present tax credit purchase opportunities to AGL as the sole member. If AGL approves the purchase of any such credits, a tax credit purchase agreement will be entered into between Freshwater and the seller, and the purchased tax credits distributed to AGL. Freshwater will pay the affiliate of Blackstone a market level arranger fee based on the par value of any tax credits purchased. On December 16, 2025, Freshwater purchased approximately $173 million of tax credits.

Advisory Transactions

On December 30, 2025, funds managed by affiliates of Blackstone acquired AIG’s interests in certain real estate funds and other investments which are managed by the Company. We will receive management and advisory fee income for Investment Services related to these ventures.

Partnership and Transactions with Nippon

Nippon Stock Purchase Agreement

See “Nippon Stock Purchase Agreement” above for details about the Nippon Stock Purchase Agreement.

Nippon Stockholder’s Agreement

The Nippon Stockholder’s Agreement governs the relationship between Nippon and us following the consummation of the Nippon Transaction, including matters relating to Board nomination rights, a standstill restriction on Nippon, information rights and consent rights of Nippon with respect to certain business activities that we may undertake.

Nippon Rights with Respect to Our Board

From and after December 9, 2024, until the date that the share ownership percentage of our Common Stock held by Nippon is less than 5% (the “Sunset Date”), Nippon has the right to designate a number of individuals to serve as directors equal to the product of the total number of directors multiplied by the share ownership percentage of Nippon, with such number of directors rounded down to the nearest whole number. For so long as a Nippon Designee is serving as a director on the Board, at least one Nippon Designee is entitled to serve on each of the Compensation and Management Development Committee and the Nominating and Corporate Governance Committee. Nippon also has the right to appoint one representative as a board observer, to attend each Board and Committee meeting on which a Nippon Designee serves.

Pursuant to the Nippon Stockholder’s Agreement, a Nippon Designee is only entitled to receive compensation from Corebridge for his or her service as directors on the Board if he or she (i) is not an

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employee of Nippon or otherwise compensated by Nippon in connection with his or her position as a Nippon Designee and (ii) is determined by the Board to be independent under applicable law and the rules and regulations of the New York Stock Exchange.

On March 25, 2026, the Company granted to Nippon the Waiver under the Nippon Stockholders Agreement.

Nippon Consent Rights

The Nippon Stockholder’s Agreement provides that, until the Sunset Date, the prior written consent of Nippon will be required before Corebridge may take or agree to take any of the following actions:

• amend our Certificate of Incorporation, By-laws or any other Corebridge organizational documents, or the charter or other governing documents of any Committee, in any manner that would materially and adversely affect Nippon’s enumerated rights under the Nippon Stockholder’s Agreement or the Nippon Stock Purchase Agreement, provided that any amendments required by applicable law or any governmental authority do not require the prior written consent of Nippon;

• commence any voluntary dissolution, liquidation or winding up of Corebridge, provided that, notwithstanding that Nippon has refused to provide its written consent, if the Board determines in good faith, after consultation with outside counsel, that not commencing voluntary dissolution, liquidation or winding up of the Company would be inconsistent with the Board’s fiduciary duty under applicable law, it may commence voluntary dissolution, liquidation or winding up of the Company;

• commence any voluntary deregistration or delisting of our Common Stock, subject to certain exceptions as provided in the Nippon Stockholder’s Agreement; or

• issue any new Common Stock to any Nippon competitor.

Standstill Provisions

Until the Sunset Date, without the prior written approval of the Board, Nippon may not among other things, and will cause certain of its affiliates not to, directly or indirectly, subject to certain exceptions, commence a tender or exchange offer for Corebridge’s assets, enter into any merger or business combination regarding Corebridge, propose a capitalization, restructuring, liquidation, or dissolution of Corebridge, or acquire assets that would result in Nippon’s share ownership exceeding 30% of our total issued and outstanding Common Stock.

Information and Access Rights

The Nippon Stockholder’s Agreement provides that, in addition to other information and access rights, until the date that the share ownership percentage of our Common Stock held by Nippon is less than 10%, we are required to make the Corebridge books and records available for inspection by Nippon.

Secondment Rights

The Nippon Stockholder’s Agreement provides that until the date that the share ownership percentage of our Common Stock held by Nippon is less than 15%, Nippon has the right to second three employees (each, a “Secondee”) to Corebridge from time to time to non-executive positions or roles at Corebridge, pursuant to a secondment agreement entered into between Nippon and Corebridge; provided that each Secondee and the terms of each secondment are mutually acceptable to Corebridge and Nippon. The Secondees will not have any decision-making authority or voting rights and at least one Secondee will have the right to observe certain meetings of Corebridge and such other meetings mutually agreed by Nippon and Corebridge.

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Term

The Nippon Stockholder’s Agreement terminates upon the earlier of: (i) the Sunset Date and (ii) the mutual written agreement of Nippon and Corebridge.

Nippon Registration Rights Agreement

In connection with the Nippon Transaction, we entered into the Nippon Registration Rights Agreement with Nippon and AIG, whereby AIG assigned its rights and interests in, and delegated its obligations under, the AIG Registration Rights Agreement to Nippon with respect to the Nippon Purchased Stock. Under the AIG Registration Rights Agreement, Nippon has certain “demand” and “piggyback” registration rights as described in “AIG Registration Rights Agreement” above.

Nippon Voting and Support Agreement

In connection with the Merger Agreement, we entered into a Voting and Support Agreement with Nippon and Equitable on April 8, 2026 (the “Nippon Voting and Support Agreement”).

The Nippon Voting and Support Agreement requires that Nippon, subject to certain limited qualifications, vote Covered Stock (as defined in the Nippon Voting and Support Agreement) in favor of, and take certain other actions (or not take certain other actions, as applicable) in furtherance of, the transactions contemplated by the Merger Agreement. Nippon also agreed not to transfer any Covered Stock prior to the approval of the Merger Agreement by Corebridge stockholders, subject to certain exceptions. On July 30, 2026, stockholders of both Corebridge and Equitable voted to approve all stockholder proposals necessary to complete the merger transaction at their respective special stockholder meetings. In accordance with the Nippon Voting and Support Agreement, Nippon voted Covered Stock in favor of the transactions contemplated by the Merger Agreement.

The Nippon Voting and Support Agreement contains a covenant that provides that Nippon will use its reasonable best efforts to obtain regulatory and governmental approvals in furtherance of the transactions contemplated by the Merger Agreement. In connection therewith, Nippon agreed to keep Corebridge and Equitable apprised of any substantive communication with regulators and the status of such regulatory and governmental approvals.

In addition, the Nippon Voting and Support Agreement provides that, at the closing of the transactions contemplated by the Merger Agreement, HoldCo and Nippon will enter into (a) a Stockholder’s Agreement (the “New Nippon Stockholder’s Agreement”) and (b) a Registration Rights Agreement (the “New Nippon Registration Rights Agreement”), in each case, substantially in the form attached to the Nippon Voting and Support Agreement. Upon the entry into such agreements, each of the Nippon Stockholder’s Agreement and the Nippon Registration Rights Agreement will automatically terminate in accordance with its terms.

The terms and conditions of the New Nippon Stockholder’s Agreement and the New Nippon Registration Rights Agreement are substantially similar to the terms of the Nippon Stockholder’s Agreement and the Nippon Registration Rights Agreement, respectively. Pursuant to the New Nippon Stockholder’s Agreement, among other things, (a) Nippon will receive certain director nomination and committee appointment rights in respect of HoldCo, (b) Nippon’s consent will be required for certain fundamental actions of HoldCo, (c) Nippon has agreed to certain customary “standstill” provisions in respect of HoldCo, (d) Nippon will receive certain information rights from HoldCo and (e) Nippon will be entitled to appoint certain secondees to HoldCo. Pursuant to the New Nippon Registration Rights Agreement, among other things, HoldCo will agree to provide certain demand and “piggy-back” registration rights to Nippon.

The Nippon Voting and Support Agreement will terminate upon the earlier of the closing of the transactions contemplated by the Merger Agreement, the termination of the Merger Agreement in accordance with its terms and certain other specified events.

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Historical Related Party Transactions

Guarantees

AIG has guaranteed our obligations under various debt instruments and agreements, including:

• AIG provides guarantees with respect to all obligations arising from certain insurance policies issued by us. We paid no fees with respect to these guarantees for the year ended December 31, 2025. For further information with respect to these guarantees, see Note 23 of the consolidated financial statements in the 2025 Form 10-K.

• AIG provides a full and unconditional guarantee of the CRBGLH Debt. For the year ended December 31, 2025, we paid no fees for the guarantees and no payments were made under these guarantees.

Derivative Agreements

Historically, we have received a suite of capital markets services from AIG, including derivatives execution and support, for which we pay a fee. In addition, in the ordinary course of business, we enter into over-the-counter derivative transactions with AIGM under standard ISDA agreements.

The suite of capital markets services previously provided by AIGM are now provided by our consolidated subsidiary CRBGM. The majority of transactions previously outstanding with AIGM have been legally transferred to CRBGM as of December 31, 2023. As of December 31, 2025, all outstanding derivative positions have matured.

Tax Sharing Agreements

Prior to the IPO, we were included in the consolidated federal income tax return of AIG as well as certain state tax returns where AIG files on a combined or unitary basis. As described above, under the Tax Matters Agreement, we and AIG agreed to make payments to each other in respect of historic tax periods and tax periods prior to our deconsolidation from AIG for purposes of the applicable tax, determined in a manner consistent with our pre-existing tax sharing agreements with AIG.

For the year ended December 31, 2025, there were no payments to (refunds from) AIG in connection with tax sharing agreements . The tax sharing payments may be subject to further adjustment in future periods. Amounts payable to AIG pursuant to the tax sharing agreements were $380 million as of December 31, 2025.

General Operating Services

Pursuant to the provisions of the Transition Services Agreement, AIG provides operational services to us. For further information regarding these services, see Note 23 of the consolidated financial statements in the 2025 Form 10-K. The total service expenses incurred by us pursuant to these agreements were $7 million for the year ended December 31, 2025.

Advisory Transactions

Several of our asset management subsidiaries have served as investment managers or sub-managers, investment advisors or sub-advisors and portfolio managers or sub-managers for various funds pertaining to the asset management subsidiaries of AIG. The amount of fees we receive depends, in part, on the performance of the funds or the returns earned on the accounts which our subsidiaries are advising.

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Certain of our investment management subsidiaries provide advisory, management, allocation, structuring, planning, oversight, administration and similar services (collectively, “Investment Services”) with respect to the investment portfolios of related party clients, including both insurance companies and non-insurance company subsidiaries of AIG. For additional information with respect to these Investment Services, see Note 23 of the consolidated financial statements in the 2025 Form 10-K. Management and advisory fee income for these Investment Services and related services was $6 million for the year ended December 31, 2025.

Compensation Concerning Employees

We participated in certain of AIG’s long-term incentive compensation programs prior to the IPO. Our total share-based compensation expense after tax for these programs was $0 million for the year ended December 31, 2025. For further information regarding these plans, see Note 20 of the consolidated financial statements in the 2025 Form 10-K.

Revenues and Expenses Associated with AIG Agreements

The table below summarizes our material revenues and expenses in connection with agreements with AIG for the year ended December 31, 2025.

	Transaction			Year Ended December 31, 2025 ($ in millions)
	General Operating Services			$(7)
	Advisory Services			$6
	Total			$(1)

Other Transactions

From time to time, we engage in ordinary course, arm’s-length transactions with entities or affiliates of entities that are the beneficial owners of more than five percent of our outstanding Common Stock.

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Security Ownership of 5% Beneficial Owners, Directors and

Executive Officers

Unless otherwise set forth in the footnotes to the tables, the following tables set forth information as of July 28, 2026 with respect to the ownership of Common Stock by each person known to own beneficially more than five percent of Common Stock and our directors, executive officers and NEOs.

The amounts and percentages of shares beneficially owned are reported on the basis of SEC regulations governing the determination of beneficial ownership of securities. Under these regulations, a person is deemed to be a “beneficial owner” of a security if that person has or shares voting power or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Securities that can be so acquired are deemed to be outstanding for purposes of computing such person’s ownership percentage, but not for purposes of computing any other person’s percentage. More than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest. The beneficial owners listed below have sole voting and investment power with respect to shares beneficially owned, except as to the interests of spouses or as otherwise indicated.

Percentage computations are based on 445,772,522 shares of Common Stock outstanding as of July 28, 2026. The address for each of the Corebridge directors, executive officers and NEOs is c/o Corebridge Financial, Inc., 2919 Allen Parkway L4-01, Woodson Tower, Houston, Texas 77019.

Ownership of Common Stock by 5% Beneficial Owners

	Name and Address of Beneficial Owner			Number of Shares Owned			Percent of Class
	Nippon(1)			121,992,454			27.37%
	Argon(2)			61,962,123			13.90%
	Pzena Investment Management(3)			34,206,877			7.67%
	The Vanguard Group(4)			27,143,048			6.09%
	Harris Associates L.P.(5)			24,964,260			5.60%
	BlackRock, Inc.(6)			24,566,188			5.51%

(1)
Based solely on information contained in a Schedule 13D/A filed by Nippon Life Insurance Company with the SEC on April 9, 2026. Nippon Life Insurance Company reported that, as of April 8, 2026, it had sole voting power over 121,992,454 shares of Common Stock and sole dispositive power over 121,992,454 shares of Common Stock. The principal business address of Nippon Life Insurance Company is 3-5-12, Imabashi, Chuo-ku, Osaka 541-8501, Japan.

(2)
Based solely on information contained in a Schedule 13G/A filed by Argon Holdco LLC with the SEC on February 9, 2024. Argon Holdco LLC reported that, as of December 31, 2023, it had sole voting power over 61,962,123 shares of Common Stock and sole dispositive power over 61,962,123 shares of Common Stock. The sole member of Argon Holdco LLC is Blackstone Holdings II L.P. The general partner of Blackstone Holdings II L.P. is Blackstone Holdings I/II GP L.L.C. The sole member of Blackstone Holdings I/II GP L.L.C. is Blackstone Inc. The sole holder of the Series II preferred stock of Blackstone Inc. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone’s senior managing directors and controlled by its founder, Stephen A. Schwarzman. Each of such entities and Mr. Schwarzman may be deemed to beneficially own the shares of Common Stock beneficially owned by Argon Holdco LLC, and each of such entities and Mr. Schwarzman expressly disclaims beneficial ownership of such shares. The principal business address of Argon Holdco LLC is c/o Blackstone Inc., 345 Park Ave., New York, New York 10154.

(3)
Based solely on information contained in a Schedule 13G filed by Pzena Investment Management LLC with the SEC on July 15, 2026. Pzena Investment Management LLC reported that, as of June 30, 2026, it had sole voting power over 27,320,303 shares of Common Stock and sole dispositive power over 34,206,877 shares of Common Stock. The principal business address of Pzena Investment Management LLC is 320 Park Avenue, 8th floor, New York, NY 10022.

(4)
Based solely on information contained in a Schedule 13G filed by The Vanguard Group with the SEC on January 30, 2026. The Vanguard Group reported that, as of December 31, 2025, it had shared voting power over 2,030,574 shares of Common Stock and shared dispositive power over 27,143,048 shares of Common Stock. According to the most recent Schedule 13G/A filed by The

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Vanguard Group with the SEC on March 26, 2026, The Vanguard Group owns 0.0% of our Common Stock as of March 13, 2026, following an internal reorganization pursuant to which The Vanguard Group's beneficial ownership has been disaggregated. The principal business address of The Vanguard Group is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355.

(5)
Based solely on information contained in a Schedule 13G filed by Harris Associates L.P. with the SEC on May 15, 2026. Harris Associates L.P. reported that, as of March 31, 2026, it had sole voting power over 24,943,274 shares of Common Stock and sole dispositive power over 24,964,260 shares of Common Stock. The principal business address of Harris Associates L.P. is 111 South Wacker Drive Suite 4600, Chicago, IL 60606.

(6)
Based solely on information contained in a Schedule 13G filed by BlackRock, Inc. with the SEC on July 27, 2026. BlackRock, Inc. reported that, as of June 30, 2026, it had sole voting power over 23,269,445 shares of Common Stock and sole dispositive power over 24,566,188 shares of Common Stock. The principal business address of BlackRock, Inc. is 50 Hudson Yards, New York, NY 10001.

Ownership of Common Stock by Directors, Executive Officers and NEOs

	Directors, Executive Officers and NEOs			Number of Shares Owned(1)			Percent of Class
	Edward Bousa			16,852			*
	Alan Colberg			64,962			*
	Marc Costantini			—			*
	Gilles Dellaert			—			*
	Keith Gubbay			13,894			*
	Elias Habayeb			324,203			*
	Kevin Hogan			668,511			*
	Hirotaka Inoue			—			*
	Polly N. Klane			29,531			*
	Deborah Leone			19,136			*
	Lisa Longino			117,927			*
	Christopher Lynch			34,962			*
	Jonathan Novak			201,588			*
	Colin J. Parris			13,894			*
	Amy Schioldager			34,962			*
	Tomohiro Yao			—			*
	All current directors and executive officers as a group (24 persons)			1,405,815			*

*
Represents less than 1%.

(1)
Number of shares shown includes (i) shares of Common Stock subject to options which may be exercised within 60 days of the date of determination (July 28, 2026) as follows: for Mr. Habayeb, who ceased serving as Chief Financial Officer effective April 24, 2026, 151,455 shares; for Ms. Longino, 63,722 shares; for Mr. Novak, 83,917 shares; for Ms. Klane, 14,602 shares; for Mr. Hogan, who ceased serving as President and Chief Executive Officer on December 1, 2025, 466,256 shares; (ii) for all of our current directors and executive officers as a group (which excludes Mr. Hogan and Mr. Habayeb), 573,775 shares of Common Stock subject to options which may be exercised within 60 days of the date of determination (July 28, 2026); and (iii) fully vested DSUs, with delivery of the underlying shares of Common Stock deferred until the director ceases to be a Board member, as follows: for Mr. Bousa, 16,852 DSUs, for Mr. Colberg, 34,962 DSUs; for Mr. Gubbay, 13,894 DSUs; for Ms. Leone, 19,136 DSUs; for Mr. Lynch, 34,962 DSUs; for Dr. Parris, 13,894 DSUs; and for Ms. Schioldager, 34,962 DSUs. Mr. Habayeb and Mr. Hogan’s holdings are based on information available to Corebridge as of April 24, 2026 and December 1, 2025, respectively.

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Security Ownership of 5% Beneficial Owners, Directors and Executive Officers

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires directors, certain officers and persons who beneficially own more than 10% of a company’s Common Stock (collectively, “Reporting Persons”), to file initial reports of ownership and reports of changes in ownership with the SEC. Our Reporting Persons are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.

Based solely on a review of the copies of such forms in our possession and on written representations from Reporting Persons, we believe that all of our Reporting Persons complied with Section 16(a) filing requirements from January 1, 2025, to the date of this Proxy Statement, except for (1) one Form 4 for Steven Douglas Caldwell, Jr., filed with the SEC on May 12, 2025, in respect of one transaction that occurred on September 21, 2023, and (2) one Form 4 for Christopher Brian Smith, filed with the SEC on May 12, 2025, in respect of one transaction that occurred on September 21, 2023, which, in each case, was filed late due to administrative error.

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Voting and Meeting Information

Board Recommendations and Voting Standards

Below is a summary of the Board’s recommendations for votes on the director nominees and proposals 2 and 3, the votes required for election of the director nominees and adoption of such proposals and the effects of abstentions and broker non-votes. For more detailed information, see each respective proposal.

Proposals			Board Recommendations			Votes Required for Adoption			Treatment of Abstentions and Broker Non-Votes
Proposal 1: Elect each of our eleven director nominees for a one-year term ending at our 2027 annual meeting of stockholders			FOR each nominee			Votes FOR a nominee must exceed votes AGAINST			Not treated as affirmative votes and not taken into account in determining whether a matter is approved
Proposal 2: Approve the 2025 compensation of our NEOs on an advisory basis			FOR			Votes FOR the proposal must exceed votes AGAINST
Proposal 3: Ratify the appointment of PwC as our independent registered public accounting firm for 2026			FOR

Meeting Information

Why am I Receiving these Materials?

You are receiving these materials in connection with the solicitation by the Board of proxies to be voted at the Annual Meeting and at any postponed or reconvened meeting.

When and Where Is the Annual Meeting?

The Annual Meeting will be held virtually via the internet on September 16, 2026, at 9:00 a.m., Eastern Time. Stockholders may access the Annual Meeting at www.virtualshareholdermeeting.com/CRBG2026.

What Do I Need to Participate in the Annual Meeting?

Stockholders can participate in the Annual Meeting by logging into the meeting website at www.virtualshareholdermeeting.com/CRBG2026. To log in, you will need the 16-digit control number provided on your proxy card, voting instruction form or Notice (your “Control Number”). We recommend that you log in 15 minutes in advance of the Annual Meeting.

How Many Shares of Common Stock are Required to be Present to Transact Business at the Annual Meeting?

A quorum is required to transact business at the Annual Meeting. The holders of a majority of the outstanding shares of Common Stock entitled to vote at the Annual Meeting, present in person or represented by proxy, shall constitute a quorum. On the Record Date, 445,772,522 shares of Common Stock were outstanding and entitled to vote at the Annual Meeting. Virtual attendance at the Annual Meeting constitutes presence in person for purposes of determining a quorum. Abstentions and broker non-votes will be treated as present and entitled to vote for purposes of determining a quorum.

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Voting and Meeting Information

Can I Ask Questions at the Virtual Annual Meeting?

Stockholders will be able to submit written questions during the meeting in the “Ask A Question” field of the website by selecting a question topic, typing the question in the designated text box and clicking “Submit.”

Consistent with the rules of conduct for our Annual Meeting, and to allow us to answer questions from as many stockholders as possible, each stockholder may submit a maximum of one question. We ask that questions be succinct and cover only one topic per question. Questions from multiple stockholders on the same topic or that are otherwise related may be grouped and answered together to avoid repetition.

What if I Have Trouble Accessing, or Technical Difficulties During, the Annual Meeting?

We will have technicians ready to assist with any technical difficulties in accessing or participating in the Annual Meeting. The technical support number will be posted on the Annual Meeting login page.

Are There any Other Matters to Be Presented During the Annual Meeting?

The Board knows of no other matters to be presented during the Annual Meeting. If any other matters properly come before the Annual Meeting, it is the intention of the proxyholders to vote the proxy in accordance with their judgment on such matters.

Voting Information

Who Can Vote at the Annual Meeting?

You are entitled to vote at the Annual Meeting if you were a stockholder of record on the Record Date. You are entitled to direct the voting of your shares if you were a beneficial owner of shares held in street name on the Record Date.

How are Votes Counted?

Each share of Common Stock held by you on the Record Date is entitled to one vote.

What is the Difference Between a Stockholder of Record and a Beneficial Owner of Shares Held in Street Name?

If your shares of Common Stock are registered directly in your name with our transfer agent, Broadridge Corporate Issuer Solutions, Inc., you are considered a stockholder of record or a “registered stockholder” of those shares.

If your shares are held in an account at a bank, brokerage firm or other intermediary, you are a beneficial owner of shares held in street name. In that case, you will receive proxy materials, as well as a voting instruction form, from the intermediary holding your shares and, as a beneficial owner, you have the right to direct the intermediary as to how to vote them. Most individual stockholders are beneficial owners of shares held in street name.

How Do I Learn More Information about the Stockholders of Record?

A list of the stockholders of record will be available for inspection by appointment during ordinary business hours at the principal executive offices of Corebridge at 2919 Allen Parkway L4-01, Woodson Tower, Houston, Texas 77019 during the ten days prior to the Annual Meeting. To make an appointment or receive the list by email, please email corebridgeBOD@corebridgefinancial.com. In addition, during the Annual Meeting, the list shall be open to the examination of any stockholder on the meeting website at www.virtualshareholdermeeting.com/CRBG2026. Any updates or changes related to the process for inspecting the stockholder list will be posted in the Investors section of our website at www.corebridgefinancial.com.

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Voting and Meeting Information

How Do I Vote?

Depending on how you hold your shares, you have up to four ways to cast your vote:

• By Internet. Go to www.proxyvote.com. To be valid, your vote must be received by 11:59 p.m., Eastern Time, on September 15, 2026. You will need your Control Number to access the website.

• By Telephone. Call 1-800-690-6903 any time on a touch-tone telephone. There is no charge to you for the call in the U.S. or Canada. International calling charges apply outside the U.S. and Canada. You will need your Control Number to vote. To be valid, your vote must be received by 11:59 p.m., Eastern Time, on September 15, 2026.

• By Mail. Mark your voting instruction form or proxy card, sign and date it, and return it in the prepaid envelope that has been provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. To be valid, your vote must be received by 11:59 p.m., Eastern Time, on September 15, 2026.

• During the Annual Meeting. Stockholders can vote during the Annual Meeting by logging into the meeting website at www.virtualshareholdermeeting.com/CRBG2026. To log in, you will need your Control Number . We recommend that you log in 15 minutes in advance of the Annual Meeting.

If you are a beneficial owner of shares of Common Stock held in street name, please refer to the voting instruction form provided by the intermediary holding your shares. The availability of telephone and internet voting will depend on the voting process of the intermediary. Shares held beneficially may be voted at the Annual Meeting only if you obtain a legal proxy from your intermediary giving you the right to vote the shares.

How Can I Revoke My Proxy or Change My Vote?

You have the power to revoke your proxy or change your vote by:

For a Proxy Submitted by Internet or Telephone

• Subsequently submitting a new proxy through the internet or by telephone that is received by 11:59 p.m., Eastern Time, on September 15, 2026;

• Executing and mailing a later-dated proxy card that is received prior to 11:59 p.m., Eastern Time, on September 15, 2026; or

• Voting during the Annual Meeting.

For a Proxy Submitted by Mail

• Subsequently executing and mailing another proxy card bearing a later date that is received prior to 11:59 p.m., Eastern Time, on September 15, 2026; or

• Voting during the Annual Meeting.

For Voting Instructions Submitted to an Intermediary

• Changing or revoking your voting instructions by following the specific directions provided to you by your intermediary; or

• Voting during the Annual Meeting if you have obtained a legal proxy from your intermediary giving you the right to vote your shares.

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Voting and Meeting Information

How Will My Shares Be Voted?

Your shares will be voted in accordance with your instructions. In addition, if you grant a proxy to the Company’s proxy holders, the proxy holders will have, and intend to exercise, discretion to vote your shares in accordance with their best judgment on any matters not identified in this Proxy Statement that are brought to a vote at the Annual Meeting.

If your shares are registered in your name and you sign and return a proxy card or vote by telephone or the internet but do not give voting instructions on a particular proposal, the proxy holders will be authorized to vote your shares on that matter in accordance with the Board’s recommendation. If you hold your shares in street name and do not give voting instructions on a proposal, your broker or nominee is only permitted by NYSE rules to vote your shares in its discretion on “routine” matters and may not vote your shares with respect to any non-routine matter without instruction. A “broker non-vote” occurs when an intermediary returns a valid proxy but does not vote on a particular proposal because they do not have discretionary authority to vote on the matter and have not received specific voting instructions from the beneficial owner of such shares. The impact of abstentions and broker non-votes, if any, on the overall voting results is shown in the table above under “Board Recommendations and Voting Standards”.

Which Proposals in this Proxy Statement are Considered “Routine” or “Non-Routine”?

The ratification of the appointment of PwC as our independent registered public accounting firm for 2026 (Proposal 3) is a matter considered routine under NYSE rules and therefore a broker or nominee may vote on Proposal 3. No broker non-votes are expected for Proposal 3.

The election of directors (Proposal 1) and the approval of the 2025 compensation to our NEOs on an advisory basis (Proposal 2) are matters considered non-routine under NYSE rules. A broker or other nominee cannot vote without instructions on non-routine matters, and therefore, there may be broker non-votes for Proposals 1 and 2.

Who Counts the Votes?

Broadridge Financial Solutions, Inc. (“Broadridge”) will tabulate the votes. A representative of Broadridge will act as the independent Inspector of Election and supervise the voting, decide the validity of proxies and certify the results.

Other Information

Who Pays for the Expenses of this Proxy Solicitation?

Corebridge will bear the cost of the solicitation of proxies. Proxies may be solicited by mail, email, personal interview, telephone and facsimile transmission by directors, their associates, and certain officers and regular employees of the Company without additional compensation. Corebridge has retained Innisfree M&A Incorporated to assist in the solicitation of proxies for a fee of approximately $20,000, plus reasonable out-of-pocket expenses and disbursements of that firm. Corebridge will reimburse brokers and others holding Common Stock in their names, or in the names of nominees, for forwarding proxy materials to their principals.

What if I Share the Same Address as Another Corebridge Stockholder?

If you share an address with one or more other Corebridge stockholder(s), you may have received only a single copy of the 2025 Annual Report, this Proxy Statement or the Notice for your entire household, unless we have received contrary instructions from you. This practice, known as “householding,” is intended to reduce printing and mailing costs. If you are a registered stockholder and you prefer to receive a separate 2025 Annual Report, this Proxy Statement or the Notice this year or in the future, or if you are receiving multiple copies at your address and would like to enroll in “householding” and receive a single copy, contact Broadridge, either by calling toll free at +1 (866) 540-7095, or by writing to Broadridge, Householding

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Voting and Meeting Information

Department, 51 Mercedes Way, Edgewood, NY 11717. Requests will be responded to promptly. If you are a beneficial owner of shares held in street name, please contact your bank, brokerage firm or other intermediary to make your request. There is no charge for separate copies.

How Do I Obtain More Information About Corebridge?

A copy of our 2025 Annual Report, which includes our 2025 Form 10-K, has been delivered or made available to stockholders. You also may obtain, free of charge, a copy of our 2025 Annual Report and 2025 Form 10-K by writing to Corebridge Financial, Inc., 2919 Allen Parkway L4-01, Woodson Tower, Houston, Texas 77019, Attention: Investor Relations. These documents also are available, free of charge in the Investors—Financials—Annual Reports section of our website at www.corebridgefinancial.com.

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Stockholder Proposals for the 2027 Annual Meeting

Corebridge will hold the 2027 annual meeting of stockholders only if the merger transaction has not already been completed by the date for which the 2027 annual meeting of stockholders is scheduled.

Stockholder Proposals for Inclusion in 2027 Proxy Statement

Proposals intended for inclusion in next year’s Proxy Statement pursuant to Exchange Act Rule 14a-8 should be sent to the Corporate Secretary of Corebridge by mail or email as set forth below under “Other Matters—Communications with the Board” and must be received no later than 120 days prior to the first anniversary of the date the Company mailed this Proxy Statement, or April 7, 2027.

Stockholder Director Nominations for Inclusion in 2027 Proxy Statement

The By-laws permit a stockholder, or a group of up to 20 stockholders, owning three percent or more of our outstanding shares of Common Stock continuously for at least three years to nominate and include in Corebridge’s annual meeting proxy materials director nominees constituting up to the greater of two individuals or 20 percent of the Board, provided that the stockholder(s) and the nominee(s) satisfy the requirements specified in the By-laws. Notice of director nominees submitted pursuant to this proxy access by-law must be delivered to the Corporate Secretary of Corebridge in accordance with the By-laws and must be received no earlier than 150 days prior to the first anniversary of the date the Company mailed this Proxy Statement, or March 8, 2027, and no later than 120 days prior to the first anniversary of the date the Company mailed this Proxy Statement, or April 7, 2027. The notice of director nominees must include all of the information required by the By-laws.

Stockholder Director Nomination and Other Stockholder Proposals for Presentation at the 2027 Annual Meeting Not Included in 2027 Proxy Statement

Under the By-laws, notice of any other stockholder proposal or the nomination of a candidate for election as a director to be made during the 2027 annual meeting of stockholders and not submitted for inclusion in next year’s Proxy Statement (either pursuant to Exchange Act Rule 14a-8 or the proxy access provisions of the By-laws) must be delivered to the Corporate Secretary of Corebridge in accordance with the By-laws no earlier than 120 days prior to the first anniversary of the Annual Meeting, or May 19, 2027, and no later than 90 days prior to the first anniversary of the Annual Meeting, or June 18, 2027. The notice must include all of the information required by the By-laws.

In addition to satisfying the requirements set forth in the By-laws, in order to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must comply with the additional requirements of Rule 14a-19.

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Other Matters

Communications with the Board

Stockholders and other interested parties may communicate with the Board as a whole, a group of Board members or any individual Board member, by writing to Corporate Secretary, c/o Corebridge Financial, Inc., 2919 Allen Parkway L4-01, Woodson Tower, Houston, Texas 77019 or by emailing corebridgeBOD@corebridgefinancial.com.

The Corporate Secretary opens communications and forwards them to the appropriate recipient. However, at the discretion of the Corporate Secretary, items unrelated to the directors’ duties and responsibilities as members of the Board may not be forwarded, including the following materials:

• Unsolicited marketing or advertising material, mass mailings, junk mail and “spam”;

• Unsolicited newsletters, newspapers, magazines, books and publications; and

• Other materials deemed to be trivial, irrelevant, inappropriate and/or harassing.

Electronic Delivery of Proxy Materials

To reduce paper mailed to your home and help lower printing and postage costs, we are offering stockholders the convenience of viewing online proxy statements, annual reports and related materials. With your consent, we can stop sending future paper copies of these documents. To elect this convenience, stockholders may follow the instructions when voting online at www.proxyvote.com. If you own shares indirectly through a broker, bank or other nominee, please contact your financial institution for additional information regarding enrolling for electronic delivery.

Information Related to AIG

All information contained in this Proxy Statement that is related to executive compensation that was awarded by AIG and AIG’s beneficial ownership is based solely on AIG’s filings with the SEC and has not been independently verified.

Incorporation by Reference

No reports, documents or websites that are cited or referred to in this Proxy Statement shall be deemed to form part of, or to be incorporated by reference into, this Proxy Statement.

To the extent that this Proxy Statement has been or will be specifically incorporated by reference into any other filing by Corebridge under the Securities Act or the Exchange Act, the letters from our CEO and Chair to stockholders at the beginning of this Proxy Statement and the sections entitled “Audit Committee Report” and “Compensation Committee Report” (to the extent permitted by SEC rules) shall not be deemed to be so incorporated, unless specifically otherwise provided in such filing.

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Cautionary Statement Regarding Forward-Looking Information

This Proxy Statement contains 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,” “projects,” “intends,” “targets,” “plans,” “assumes,” “aspire,” “enable,” “estimates,’’ “anticipates,” “prepare,” “ensure,” “goals,” “formidable,” “preliminary,” “objective,” “continue,” “drive,” “improve,” “superior,” “robust,” “positioned,” “potential,” “immediate,” “progress,” “confidence,” “optimize” 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 appear in a number of places throughout this Proxy Statement and include, but are not limited to, statements regarding our intentions, beliefs, assumptions or current plans and expectations concerning, among other things, financial position and future financial condition; results of operations; ability to meet debt service obligations and financing plans; investment yields and spreads; investment portfolio and ability to manage asset-liability cash flows; financial goals and targets; prospects; growth strategies or expectations; laws and regulations; corporate governance practices and strategies; risk management; stockholder engagement; executive and director compensation programs; and equity compensation utilization. This Proxy Statement also includes forward-looking statements about the expected timing and completion of the merger transaction between the Company and Equitable, the anticipated benefits of the merger transaction, including estimated synergies and projected cost savings, and plans and expectations for the Company, Equitable or their new parent company after completion of the merger 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 repurchase shares (if the Company decides to do so) within the expected timing or at all; the ability to complete the merger transaction on the timeframe or on the terms currently anticipated or at all, including due to a failure to obtain requisite 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 merger transaction, including estimated run-rate expense synergies and projected cost savings at the times, and to the extent, anticipated, as well as expected operating earnings 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 merger transaction on the Company or Equitable’s 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 merger 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 merger 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 the Company, Equitable, their new parent company or their respective directors; restrictions on the conduct of the Company and Equitable’s respective businesses prior to the closing of the merger transaction and on each of their ability to pursue alternatives to the merger transaction; the possibility that the merger 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 the Company or Equitable’s Insurer Financial Strength ratings or credit ratings or of the new parent company of the Company and Equitable following completion of the merger transaction; other factors that may affect future results of the Company and Equitable; and management’s response to any of the aforementioned factors. Any

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Cautionary Statement Regarding Forward-Looking Information

forward-looking statements included herein are not a guarantee of future performance and involve risks and uncertainties, and there are certain important factors that could cause actual results to differ, possibly materially, from expectations or estimates reflected or implied in such forward-looking statements, including, among others, risks related to:

• changes in interest rates and changes to credit spreads;

• the deterioration of economic conditions, an economic slowdown or recession, changes in market conditions, weakening in capital markets, volatility in equity markets, inflationary pressures, the rise of pressures on the commercial real estate market and geopolitical tensions;

• the unpredictability of the amount and timing of insurance liability claims;

• unavailable, uneconomical or inadequate reinsurance or recaptures of reinsured liabilities;

• uncertainty and unpredictability related to our reinsurance agreements and the reinsurers’ performance of their obligations under these agreements;

• our limited ability to access funds from our subsidiaries;

• our ability to incur indebtedness, our potential inability to refinance all or a portion of our indebtedness, or our ability to obtain additional financing on favorable terms or at all;

• our ability to maintain sufficient eligible collateral to support business and funding strategies requiring collateralization;

• our inability to generate cash to meet our needs due to the illiquidity of some of our investments;

• the inaccuracy of the methodologies, estimations and assumptions underlying our valuation of investments and derivatives;

• a downgrade in our Insurer Financial Strength ratings or credit ratings;

• exposure to credit risk due to non-performance or defaults by our counterparties or our use of derivative instruments to hedge market risks associated with our liabilities;

• our ability to adequately assess risks and estimate losses related to the pricing of our products;

• the failure of third parties that we rely upon to provide and adequately perform certain business, operations, investment advisory, functional support and administrative services on our behalf;

• the impact of risks associated with our arrangement with Blackstone, BlackRock Financial Management, Inc. or any other asset manager we retain, including their historical performance not being indicative of the future results of our investment portfolio and the exclusivity of certain arrangements with Blackstone;

• our inability to maintain the availability of critical technology systems and the confidentiality, integrity and availability of our data, including challenges associated with a variety of privacy and information security laws;

• scrutiny and evolving expectations from investors, regulators, customers and other stakeholders regarding environmental, social and governance matters;

• the ineffectiveness of our risk management policies and procedures;

• significant legal, governmental or regulatory proceedings;

• business or asset acquisitions and dispositions that may expose us to certain risks;

• our ability to protect our intellectual property;

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Cautionary Statement Regarding Forward-Looking Information

• our ability to operate efficiently and compete effectively in a heavily regulated industry in light of new domestic or international laws and regulations or new interpretations of current laws and regulations;

• impact on sales of our products and taxation of our operations due to changes in U.S. federal income or other tax laws or the interpretation of tax laws;

• differences between actual experience and the estimates used in the preparation of financial statements and modeled results used in various areas of our business;

• our inability to attract and retain key employees and highly skilled people needed to support our business;

• our relationships with Nippon and Blackstone and conflicts of interests arising due to such relationships;

• the indemnification obligations we have to AIG;

• potentially higher U.S. federal income taxes due to our inability to file a single U.S. consolidated federal income tax return for five years following our IPO and our separation from AIG causing an “ownership change” for U.S. federal income tax purposes caused by our separation from AIG;

• risks associated with the Tax Matters Agreement with AIG and our potential liability for U.S. income taxes of the entire U.S. federal income tax group of which AIG is the common parent for all taxable years or portions thereof in which we (or our subsidiaries) were members of such group;

• the risk that anti-takeover provisions could discourage, delay, or prevent our change in control, even if the change in control would be beneficial to our stockholders; and

• other factors discussed in “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2025, as well as our Quarterly Reports on Form 10-Q.

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 and other documents filed or furnished by the Company and Equitable from time to time with the SEC, including their Annual Reports on Form 10-K for the year ended December 31, 2025 and Quarterly Reports on Form 10-Q. 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 the Company nor Equitable presently know or that the Company and Equitable 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 the Company and Equitable’s expectations, plans or forecasts of future events and views as of the date of this Proxy Statement. The Company and Equitable anticipate that subsequent events and developments will cause the Company and Equitable’s assessments to change. While the Company and Equitable may elect to update these forward-looking statements at some point in the future, the Company and Equitable specifically disclaim any obligation to do so, unless required by applicable law. Neither the Company nor Equitable gives any assurance that the Company, Equitable or their new parent company will achieve the results or other matters set forth in the forward-looking statements.

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Appendix A - Use of Non-GAAP Financial Measures and Key Operating Metrics

NON-GAAP FINANCIAL MEASURES

Throughout this Proxy Statement, we present our financial condition and results of operations in the way we believe will be most meaningful and representative of our business results. Some of the measurements we use are “non-GAAP financial measures” under SEC rules and regulations. We believe presentation of these non-GAAP financial measures allows for a deeper understanding of the profitability drivers of our business, results of operations, financial condition and liquidity. These measures should be considered supplementary to our results of operations and financial condition that are presented in accordance with GAAP and should not be viewed as a substitute for GAAP measures. The non-GAAP financial measures we present may not be comparable to similarly named measures reported by other companies.

When we provide our expectations for operating earnings, free cash flow and adjusted return on equity on a forward-looking basis, a reconciliation of the differences between the non-GAAP expectations and the corresponding GAAP measures (net income, net cash flow provided by operating activities and return on equity, respectively) generally is not available without unreasonable effort because certain items that impact the GAAP measures, such as net income and cash flows, cannot be reasonably predicted or quantified. The probable significance of these items may be material, and as a result, the corresponding GAAP measure and a quantitative reconciliation to the GAAP measure is not available on a forward-looking basis.

Adjusted pre-tax operating income (“APTOI”) is derived by excluding the items set forth below from income (loss) before income tax expense (benefit). These items generally fall into one or more of the following broad categories: legacy matters having no relevance to our current businesses or operating performance; adjustments to enhance transparency to the underlying economics of transactions; and recording adjustments to APTOI that we believe to be common in our industry. We believe the adjustments to pre-tax income are useful for gaining an understanding of our overall results of operations.

APTOI excludes the impact of the following items:

Fortitude Re Related Adjustments:

The modified coinsurance (“modco”) reinsurance agreements with Fortitude Re transfer the economics of the invested assets supporting the reinsurance agreements to Fortitude Re. Accordingly, the net investment income on Fortitude Re funds withheld assets and the net realized gains (losses) on Fortitude Re funds withheld assets are excluded from APTOI. Similarly, changes in the Fortitude Re funds withheld embedded derivative are also excluded from APTOI.

The ongoing results associated with the reinsurance agreement with Fortitude Re have been excluded from APTOI as these are not indicative of our ongoing business operations.

Investment Related Adjustments:

APTOI excludes “Net realized gains (losses)”, except for gains (losses) related to the disposition of real estate investments. Net realized gains (losses), except for gains (losses) related to the disposition of real estate investments, are excluded as the timing of sales on invested assets or changes in allowances depend largely on market credit cycles and can vary considerably across periods. In addition, changes in interest rates may create opportunistic scenarios to buy or sell invested assets. Our derivative results, including those used to economically hedge insurance liabilities, or those recognized as embedded derivatives at fair value, are also included in Net realized gains (losses) and are similarly excluded from APTOI except earned income (periodic settlements and changes in settlement accruals) on derivative instruments used for

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Appendix A

non-qualifying (economic) hedges or for asset replication. Earned income on such economic hedges is reclassified from Net realized gains and losses to specific APTOI line items based on the economic risk being hedged (e.g., Net investment income and Interest credited to policyholder account balances).

Market Risk Benefit Adjustments:

Certain of our variable annuity, fixed annuity and fixed index annuity contracts contain GMWBs and/or GMDBs which are accounted for as MRBs. Changes in the fair value of these MRBs (excluding changes related to our own credit risk), including certain rider fees attributed to the MRBs are excluded from APTOI. MRBs related to the variable annuity business subject to the reinsurance agreements with CSLR are reported in the “Businesses exited through reinsurance” line item.

Businesses Exited Through Reinsurance:

Represents the results of businesses that have been or will be economically exited through reinsurance. This includes MRBs, along with changes in the fair value of derivatives used to hedge MRBs which are recorded through “Change in the fair value of MRBs, net.” The results of operations from these businesses have been excluded from APTOI as they are not indicative of our ongoing business operations.

Other Adjustments:

Other adjustments represent all other adjustments that are excluded from APTOI and includes the net pre-tax operating income (losses) from noncontrolling interests related to consolidated investment entities. The excluded adjustments include, as applicable:

• restructuring and other costs related to initiatives designed to reduce operating expenses, improve efficiency and simplify our organization;

• non-recurring costs associated with the implementation of non-ordinary course legal or regulatory changes or changes to accounting principles;

• separation costs;

• non-operating litigation reserves and settlements;

• loss (gain) on extinguishment of debt, if any;

• losses from the impairment of goodwill, if any; and

• income and loss from divested or run-off business, if any.

Adjusted after-tax operating income available to common shareholders (“Adjusted After-tax Operating Income” or “AATOI”) is derived by excluding the tax effected APTOI adjustments described above and preferred stock dividends, as well as the following tax items from net income attributable to us:

• reclassifications of disproportionate tax effects from AOCI, changes in uncertain tax positions and other tax items related to legacy matters having no relevance to our current businesses or operating performance; and

• deferred income tax valuation allowance releases and charges.

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Appendix A

The following tables present a reconciliation of pre-tax income (loss)/net income (loss) available to Corebridge common shareholders to adjusted pre-tax operating income (loss)/adjusted after-tax operating income (loss) available to Corebridge common shareholders:

	Year Ended December 31,			2025
	(in millions)			Pre-tax			Total Tax (Benefit) Charge			Non- controlling Interests			After Tax			After Tax
	Pre-tax income (loss)/net income (loss), including noncontrolling interests			$(541)			$(151)			$—			$(390)			$1,036
	Noncontrolling interests			—			—			24			24			68
	Less: Preferred stock dividends			—			—			—			—			—
	Pre-tax income (loss)/net income (loss) available to Corebridge common shareholders			(541)			(151)			24			(366)			1,104
	Fortitude Re related items
	Net investment (income) on Fortitude Re funds withheld assets			(1,332)			(285)			—			(1,047)			(1,077)
	Net realized losses on Fortitude Re funds withheld assets			100			21			—			79			176
	Net realized losses on Fortitude Re funds withheld embedded derivative			1,673			358			—			1,315			1,365
	Subtotal Fortitude Re related items			441			94			—			347			464
	Other reconciling items
	Reclassification of disproportionate tax effects from AOCI and other tax adjustments			—			80			—			(80)			(89)
	Deferred income tax valuation allowance (releases) charges			—			(84)			—			84			11
	Changes in fair value of market risk benefits, net			580			122			—			458			160
	Changes in benefit reserves related to net realized gains (losses)			24			5			—			19			(5)
	Net realized losses*			2,476			520			—			1,956			1,411
	Non-operating litigation reserves and settlements			—			—			—			—			—
	Separation costs			—			—			—			—			194
	Restructuring and other costs			381			80			—			301			156
	Non-recurring costs related to regulatory or accounting changes			2			—			—			2			14
	Net (gain) on divestiture			—			—			—			—			(633)
	Pension expense - non operating			—			—			—			—			12
	Businesses exited through reinsurance			(421)			(88)			—			(333)			(479)
	Noncontrolling interests			24			—			(24)			—			—
	Subtotal Other non-Fortitude Re reconciling items			3,066			635			(24)			2,407			752
	Total adjustments			3,507			729			(24)			2,754			1,216
	Adjusted pre-tax operating income/Adjusted after-tax operating income available to Corebridge common shareholders			$2,966			$578			$—			$2,388			$2,320

*
Includes all net realized gains and losses except earned income (periodic settlements and changes in settlement accruals) on derivative instruments used for non-qualifying (economic) hedging or for asset replication. Additionally, gains (losses) related to the disposition of real estate investments are also excluded from this adjustment.

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Appendix A

Adjusted Book Value Available to Corebridge Common Shareholders is derived by excluding preferred stock as well as accumulated OCI, adjusted for the cumulative unrealized gains and losses related to Fortitude Re’s funds withheld assets. We believe this measure is useful to investors as it eliminates the asymmetrical impact resulting from changes in fair value of our available-for-sale securities portfolio for which there is largely no offsetting impact for certain related insurance liabilities that are not recorded at fair value with changes in fair value recorded through OCI. It also eliminates asymmetrical impacts where our own credit non-performance risk is recorded through OCI. In addition, we adjust for the cumulative unrealized gains and losses related to Fortitude Re’s funds withheld assets since these fair value movements are economically transferred to Fortitude Re.

The following table presents the reconciliation of Book value per common share to Adjusted book value per common share:

				Year Ended December 31,
	(in millions, except per common share data)			2025
	Total Corebridge shareholders' equity			$13,201
	Less: Preferred stock and additional paid-in capital			493
	Total Corebridge shareholders' equity available to common shareholders (a)			12,708
	Less: Accumulated other comprehensive income (loss)			(9,452)
	Add: Cumulative unrealized gains and losses related to Fortitude Re funds withheld assets			(2,391)
	Adjusted Book Value (b)			$19,769
	Total common shares outstanding (c)			496.4
	Book value per common share (a/c)			$25.60
	Adjusted book value per common share (b/c)			$39.83

Adjusted Return on Average Equity Available to Common Shareholders (“Adjusted Return on Average Equity” or “Adjusted ROAE”) is derived by dividing AATOI by average Adjusted Book Value available to Common Shareholders and is used by management to evaluate our recurring profitability and evaluate trends in our business. We believe this measure is useful to investors as it eliminates the asymmetrical impact resulting from changes in fair value of our available-for-sale securities portfolio for which there is largely no offsetting impact for certain related insurance liabilities that are not recorded at fair value with changes in fair value recorded through other comprehensive income (“OCI”). It also eliminates asymmetrical impacts where our own credit non-performance risk is recorded through OCI. In addition, we adjust for the cumulative unrealized gains and losses related to Fortitude Re’s funds withheld assets since these fair value movements are economically transferred to Fortitude Re.

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Appendix A

The following table presents the reconciliation of Adjusted ROAE available to common shareholders:

				Year Ended December 31,
	(in millions, unless otherwise noted)			2025
	Actual or annualized net income (loss) available to Corebridge common shareholders (a)			$(366)
	Actual or annualized adjusted after-tax operating income available to Corebridge common shareholders (b)			2,388
	Average Corebridge shareholders’ equity			12,497
	Less: Average preferred stock			99
	Total Average equity available to Corebridge common shareholders			12,398
	Less: Average AOCI			(10,969)
	Add: Average cumulative unrealized gains and losses related to Fortitude Re funds withheld assets			(2,533)
	Average Adjusted Book Value available to Corebridge Common Shareholders (d)			$20,834
	Return on Average Equity available to Corebridge common shareholders (a/c)			(2.9)%
	Adjusted ROAE available to Corebridge common shareholders (b/d)			11.5%

Operating Earnings per Common Share (“Operating EPS”) is derived by dividing AATOI by weighted average diluted shares.

				Year Ended December 31,
	(in millions, except share data)			2025
	Operating Basis
	Adjusted after-tax operating income available to Corebridge common shareholders			$2,388
	Weighted average common shares outstanding - diluted			540.7
	Operating earnings per common share			$4.42

Payout ratio on adjusted after-tax operating income is the percentage of AATOI returned to shareholders, including common stockholder dividends and share repurchases.

Premiums and deposits is a non-GAAP financial measure that includes direct and assumed premiums received and earned on traditional life insurance policies and life-contingent payout annuities, as well as deposits received on universal life insurance, investment-type annuity contracts and guaranteed investment contracts. We believe the measure of premiums and deposits is useful in understanding customer demand for our products, evolving product trends and our sales performance period over period.

The following table presents the premiums and deposits:

				Years Ended December 31,
	(in millions)			2025			2024
	Premiums			5,836			4,496
	Deposits			35,457			34,913
	Other(a)			438			642
	Premiums and deposits			$41,731			$40,051

(a)
Other principally consists of ceded premiums, in order to reflect gross premiums and deposits.

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Appendix A

NON-GAAP EXECUTIVE COMPENSATION MEASURES

The following measures are used for purposes of our executive compensation program.

Free Cash Flow represents the net annual insurance company distributions to Corebridge Parent less Corebridge Parent GOE and interest expense on the financial debt; normalized for the net impact of dividends and distributable earnings resulting from the reinsurance transaction with Venerable.

Normalized Operating EPS represents Operating EPS normalized for the annual actuarial assumptions update, litigation matters, and the impact of material business transactions. Material business transactions include the reinsurance transaction with Venerable. The measure is also adjusted for the impact of macroeconomic and market factors such as variances to expected return on alternative investments and expected fair value changes on fixed maturity securities.

Normalized General Operating Expense (“Normalized GOE”) represents GOE on an APTOI basis less certain one-time non-recurring items and the impact of material business transactions, which includes the reinsurance transaction with Venerable.

Normalized Adjusted Return on Average Equity (“Normalized ROAE”) is derived by dividing AATOI by average Adjusted Book Value. AATOI and average Adjusted Book Value are normalized for the annual actuarial assumptions update, litigation matters, and the impact of material business transactions. Material business transactions include the reinsurance transaction with Venerable. The measure is also adjusted for the impact of macroeconomic and market factors such as variances to expected return on alternative investments and expected fair value changes on fixed maturity securities, foreign exchange gains (losses), embedded derivative gains (losses), and changes in fair value for market risk benefits.

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Appendix B - Certain Important Terms

Term			Means
2022 Corebridge Omnibus Incentive Plan			Corebridge Financial, Inc. 2022 Omnibus Incentive Plan
2025 Annual Report			The Company’s annual report to stockholders for the fiscal year ended December 31, 2025, pursuant to Rule 14a-3(b) under the Exchange Act, which includes the 2025 Form 10-K
2025 Form 10-K			The Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 11, 2026
AIG			American International Group, Inc., a Delaware corporation, and until June 3, 2024, our controlling stockholder, and its subsidiaries, unless the context refers to American International Group, Inc. only
AIG Director			A director designated by AIG pursuant to its right under the Separation Agreement to designate a number of directors on each Corebridge Slate until the date on which AIG ceases to beneficially own at least 5% of Common Stock
AIG Options			Stock options granted by AIG with respect to its common stock
AIG PSUs			PSUs granted by AIG with respect to its common stock
AIG Registration Rights Agreement			Registration Rights Agreement, dated September 14, 2022, between AIG and Corebridge
AIGM			AIG Markets, Inc., a consolidated subsidiary of AIG
AllianceBernstein			Collectively, each of AllianceBernstein L.P. and AllianceBernstein Holding L.P.
Annual Meeting			Corebridge’s 2026 annual meeting of stockholders, including any adjournment or postponement thereof
Argon			Argon Holdco LLC, a wholly owned subsidiary of Blackstone
Audit Committee			Audit Committee of the Board
Audited Consolidated Financial Statements			The consolidated balance sheets of the Company at December 31, 2025 and 2024 and the related consolidated statements of income (loss), of comprehensive income (loss), of equity and of cash flows for each of the three years in the period ended December 31, 2025, including the related notes and financial statement schedules
Blackstone			Blackstone Inc. and its subsidiaries, unless the context refers to Blackstone Inc. only
Blackstone Stockholder’s Agreement			Stockholders’ Agreement, dated November 2, 2021, among Corebridge, AIG and Argon, as amended by the Amendment and Waiver of Consent and Voting Rights, dated March 11, 2024, among Corebridge, AIG, Argon, Blackstone and certain affiliates of Argon and Blackstone
Board			Corebridge Board of Directors
By-laws			Corebridge Second Amended and Restated By-laws
CEO			Corebridge’s Chief Executive Officer
Certificate of Incorporation			Corebridge Second Amended and Restated Certificate of Incorporation
Chair			Chair of the Board
CLO			Collateralized Loan Obligation

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Appendix B

Term			Means
Commitment Letter			Commitment Letter, dated November 2, 2021, between Blackstone and Corebridge
Committee			A committee of the Board
Common Stock			Common stock, par value $0.01 per share, of Corebridge
Company			Corebridge and its consolidated subsidiaries, unless the context refers to Corebridge only
Compensation and Management Development Committee			Compensation and Management Development Committee of the Board
Corebridge			Corebridge Financial, Inc.
Corebridge Parent			​Refers solely to Corebridge Financial, Inc. and not to any of its consolidated subsidiaries
Corebridge Options			Stock Options granted by Corebridge with respect to our Common Stock
Corebridge PSUs			PSUs granted by Corebridge with respect to our Common Stock
Corebridge RSUs			RSUs granted or assumed by Corebridge with respect to our Common Stock
Corebridge Slate			Candidates for election as Corebridge directors proposed or recommended by the Board to Corebridge stockholders in connection with a meeting of stockholders
Corporate Governance Guidelines			Corebridge Corporate Governance Guidelines
CRBGLH			Corebridge Life Holdings, Inc. (f/k/a AIG Life Holdings, Inc.), a Texas corporation
CRBGM			Corebridge Markets, LLC, a consolidated subsidiary of Corebridge
Equitable			Equitable Holdings, Inc., a Delaware corporation
Exchange Act			Securities Exchange Act of 1934, as amended
Fortitude Re			Fortitude Reinsurance Company Ltd., a Bermuda insurance company
GAAP			Accounting principles generally accepted in the United States of America
IPO			Our initial public offering of Common Stock
Lead Independent Director			Lead independent director of the Board
LTI			Long-term incentive
LTI Plan			Corebridge Long-Term Incentive Plan
Majority Holder Threshold Date			June 3, 2024, the first date on which AIG ceased to beneficially own more than 50% of the outstanding shares of Common Stock
Merger Agreement			Agreement and Plan of Merger, by and among Corebridge, Equitable, Mountain Holding, Inc., a newly formed Delaware corporation and wholly-owned subsidiary of Corebridge (“HoldCo”), Marcy Holding, Inc., a newly formed Delaware corporation and a wholly-owned subsidiary of HoldCo , and Palisade Holding, Inc., a newly formed Delaware corporation and a wholly-owned subsidiary of HoldCo
NEOs			Named executive officers of Corebridge pursuant to Item 402 of Regulation S-K under the Exchange Act
Nippon			Nippon Life Insurance Company and its affiliates, unless the context refers to Nippon Life Insurance Company only

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Appendix B

Term			Means
Nippon Registration Rights Agreement			Registration Rights Agreement, dated December 9, 2024, among Corebridge, Nippon and AIG
Nippon Stockholder’s Agreement			Stockholder’s Agreement, dated December 9, 2024, between Corebridge and Nippon
Nippon Stock Purchase Agreement			Stock Purchase Agreement, dated May 16, 2024, among AIG, Corebridge and Nippon
Nominating and Corporate Governance Committee			Nominating and Corporate Governance Committee of the Board
NYSE			New York Stock Exchange
PCAOB			Public Company Accounting Oversight Board
PSU			A performance stock unit, which is an unfunded and unsecured promise to deliver one share of stock, subject to performance and time-based vesting conditions
Proxy Statement			Corebridge’s 2026 proxy statement
PwC			PricewaterhouseCoopers LLP
Record Date			​July 28, 2026
Risk Committee			Risk Committee of the Board
RSU			A restricted stock unit, which is an unfunded and unsecured promise to deliver one share of stock, subject to time-based vesting conditions
SEC			U.S. Securities and Exchange Commission
Section 16 Officers			Officers of Corebridge who are subject to the reporting requirements of Section 16 of the Exchange Act
Securities Act			Securities Act of 1933, as amended
Separation Agreement			Separation Agreement, dated September 14, 2022, between AIG and Corebridge, as amended by the Separation Agreement Amendment
Separation Agreement Amendment			The amendment to the Separation Agreement, dated as of May 16, 2024, between AIG and Corebridge
SMA			Certain separately managed account agreements between Corebridge and Blackstone
Special Meeting			Corebridge’s special meeting of stockholders, held on July 9, 2025
Stock Option			An option to buy a specific number of shares of stock at a pre-set price
STI			Short-term incentive
Tax Matters Agreement			Tax Matters Agreement, dated September 14, 2022, between AIG and Corebridge
Transition Services Agreement			Transition Services Agreement, dated September 14, 2022, between AIG and Corebridge
TSR or Total Shareholder Return			A measure of financial performance indicating the total amount an investor reaps from an investment
We, us, our			The Company, unless the context refers to Corebridge only

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