Nippon Life backs Corebridge–Equitable merger plan

Rhea-AI Filing Summary

Nippon Life Insurance Company has amended its Schedule 13D/A on Corebridge Financial, Inc. to disclose a new Voting and Support Agreement tied to Corebridge’s planned merger with Equitable Holdings, Inc. Nippon Life beneficially owns 121,992,454 shares of Corebridge common stock, representing 26.7% of the outstanding shares based on 456,727,266 shares as of March 23, 2026.

Under the Voting and Support Agreement dated April 8, 2026, Nippon Life must, with limited qualifications, vote its Covered Stock in favor of the merger-related proposals and refrain from transferring that stock until stockholder approval, subject to certain exceptions. Nippon Life also agrees to use reasonable best efforts to obtain required regulatory and governmental approvals and keep Corebridge and Equitable informed of substantive regulatory communications.

At closing, Nippon Life and the new holding company are expected to enter a new stockholder’s agreement and a new registration rights agreement, replacing existing agreements with substantially similar terms. The filing also notes that a subsidiary, Nissay Asset Management Corporation, bought 33 shares and sold 573 shares of Corebridge stock in the open market on February 27, 2026 at $25.84 per share.

Insights

M&A and governance analyst

Nippon Life formally commits its 26.7% Corebridge stake to support the Equitable merger.

The amendment shows Nippon Life, holding 121,992,454 Corebridge shares (26.7% of the company as of March 23, 2026), signing a Voting and Support Agreement with Corebridge and Equitable Holdings. This aligns a major shareholder behind the previously announced merger structure using a new holding company.

The agreement obligates Nippon Life to vote its Covered Stock for the merger-related proposals, not transfer that stock before the shareholder vote except in limited cases, and use reasonable best efforts to secure regulatory and governmental approvals. It also provides for replacement stockholder and registration rights agreements at closing with terms described as substantially similar to existing arrangements.

This filing is largely governance and process-oriented rather than financial. It signals coordination among the issuer, Equitable, and a key strategic shareholder, but its effect will ultimately depend on completion of the merger and regulatory approvals described in the underlying Merger Agreement dated March 26, 2026.

Key Figures

Beneficial ownership: 121,992,454 shares Ownership percentage: 26.7% Shares outstanding: 456,727,266 shares +3 more

6 metrics

Beneficial ownership 121,992,454 shares Corebridge common stock beneficially owned by Nippon Life

Ownership percentage 26.7% Portion of Corebridge common stock class represented by Nippon Life holdings

Shares outstanding 456,727,266 shares Corebridge common stock outstanding as of March 23, 2026

Shares held by NAMC 36,198 shares Corebridge common stock held of record by Nissay Asset Management Corporation

Open-market purchase 33 shares at $25.84 NAMC acquisition on February 27, 2026

Open-market sale 573 shares at $25.84 NAMC disposition on February 27, 2026

Key Terms

Voting and Support Agreement, Covered Stock, Stockholder's Agreement, Registration Rights Agreement, +2 more

6 terms

Voting and Support Agreement regulatory

"On April 8, 2026, Equitable, the Issuer, and the Reporting Person entered into a voting and support agreement"

A voting and support agreement is a contract in which certain shareholders promise to vote their shares a specific way and back particular corporate actions, such as a sale, merger, or management proposal. It matters to investors because it creates predictability about the outcome of important votes—similar to a small group agreeing in advance to vote the same way—so it can lock in control, affect deal certainty and influence a stock’s market reaction.

Covered Stock financial

"As used herein, Covered Stock means the number of shares of Common Stock ... that the Reporting Person owns"

Stockholder's Agreement regulatory

"HoldCo and the Reporting Person will enter into (a) a Stockholder's Agreement (the "New Stockholder's Agreement")"

Registration Rights Agreement regulatory

"and (b) a Registration Rights Agreement (the "New Registration Rights Agreement")"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

beneficially owns financial

"which the Reporting Person may be deemed to beneficially own"

Beneficially owns means a person or entity enjoys the economic benefits and control of a security even if the legal title or registration is held in another name. Think of it like having the keys and profits from a car that is registered to a friend: you use it, benefit from it, and make decisions about it even though the official paperwork lists someone else. For investors, this matters because it reveals who truly controls shares, affects voting power, potential conflicts of interest, and regulatory disclosure obligations.

Agreement and Plan of Merger regulatory

"in connection with the previously announced Agreement and Plan of Merger (the "Merger Agreement")"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

FAQ

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

What stake in Corebridge Financial (CRBD) does Nippon Life report in this Schedule 13D/A amendment?

Nippon Life reports beneficial ownership of 121,992,454 Corebridge common shares, equal to 26.7% of the company. This percentage is based on 456,727,266 shares outstanding as of March 23, 2026, a figure provided by Corebridge in the filing.

What is the Voting and Support Agreement involving Corebridge (CRBD), Equitable, and Nippon Life?

The Voting and Support Agreement dated April 8, 2026 requires Nippon Life to vote its Covered Stock in favor of proposals implementing the Merger Agreement with Equitable. It also restricts transfers of that stock before stockholder approval and includes cooperation on regulatory and governmental approvals.

How does this filing describe Nippon Life’s future governance arrangements with Corebridge (CRBD)?

At closing of the merger-related transactions, a new holding company and Nippon Life will enter a New Stockholder’s Agreement and a New Registration Rights Agreement. These new agreements are described as substantially similar to the existing stockholder and registration rights agreements, which will terminate automatically.

Did Nippon Life or its affiliates trade Corebridge (CRBD) shares recently according to this amendment?

The filing states Nippon Life’s subsidiary Nissay Asset Management Corporation bought 33 Corebridge shares and sold 573 shares in open-market trades on February 27, 2026 at $25.84 per share. Aside from these trades, no other Corebridge share transactions occurred in the past 60 days.

What does the filing say about Nippon Life’s contracts or arrangements regarding Corebridge (CRBD) stock?

Beyond the Voting and Support Agreement and related stockholder and registration rights agreements, the filing states Nippon Life has no other contracts, arrangements, understandings, or relationships with any person concerning Corebridge securities, including transfer, voting, profit-sharing, options, or proxy arrangements.

How is Covered Stock defined for Nippon Life’s obligations in Corebridge (CRBD)?

Covered Stock is defined as the shares of Corebridge common stock that Nippon Life owns of record or beneficially, and has the right and ability to vote on the Covered Proposals, as of the record date for Corebridge’s special stockholder meeting considering the merger-related transactions.

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

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Accepted by SEC EDGAR 04/09/2026 - 11:42 AM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

Corebridge Financial, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

21871X109

(CUSIP Number)

Yohei Miyanaga
Nippon Life Insurance Company, 3-5-12 Imabashi, Chuo-ku
Osaka, M0, 541-8501
1-332-250-4819

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

04/08/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 21871X109

1

Name of reporting person

Nippon Life Insurance Company

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

JAPAN

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 121,992,454.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 121,992,454.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

121,992,454.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

26.7 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.01 per share
(b)	Name of Issuer: Corebridge Financial, Inc.
(c)	Address of Issuer's Principal Executive Offices: 2919 Allen Parkway, Woodson Tower, Houston, TEXAS , 77019.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended and supplemented by the following. VOTING AND SUPPORT AGREEMENT On April 8, 2026, Equitable Holdings, Inc. ("Equitable"), the Issuer, and the Reporting Person entered into a voting and support agreement (the "Voting and Support Agreement"), in connection with the previously announced Agreement and Plan of Merger (the "Merger Agreement"), dated as of March 26, 2026, by and among the Issuer, Equitable, Mountain Holding, Inc., a newly formed Delaware corporation and wholly owned subsidiary of the Issuer ("HoldCo"), Palisade Holding, Inc., a newly formed Delaware corporation and a wholly owned subsidiary of HoldCo, and Marcy Holding, Inc., a newly formed Delaware corporation and a wholly owned subsidiary of HoldCo. The Voting and Support Agreement requires that the Reporting Person, subject to certain limited qualifications, vote Covered Stock 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. As used herein, Covered Stock means the number of shares of Common Stock, par value $0.01 per share, of the Issuer (the "Common Stock") that the Reporting Person (a) owns of record and/or beneficially (within the meaning of Rule 13d-3 under the Exchange Act of 1934) on the record date of the Issuer's special stockholder meeting at which the transactions contemplated by the Merger Agreement will be considered and (b) has the right and ability to vote (or to direct the vote of) on the Covered Proposals (as defined in the Voting and Support Agreement) on the record date of such Issuer special stockholder meeting. The Reporting Person has also agreed in the Voting and Support Agreement not to transfer any Covered Stock prior to the approval of the Merger Agreement by the Issuer's stockholders, subject to certain exceptions. The Voting and Support Agreement contains a covenant that obligates the Reporting Person to use its reasonable best efforts to obtain regulatory and governmental approvals in furtherance of the transactions contemplated by the Merger Agreement. In connection therewith, the Reporting Person is obligated to keep the Issuer and Equitable apprised of any substantive communication with regulators and the status of such regulatory and governmental approvals. In addition, the Voting and Support Agreement provides that, at the closing of the transactions contemplated by the Merger Agreement, HoldCo and the Reporting Person will enter into (a) a Stockholder's Agreement (the "New Stockholder's Agreement") and (b) a Registration Rights Agreement (the "New Registration Rights Agreement"), in each case, substantially in the form attached to the Voting and Support Agreement. Upon the entry into such agreements (as applicable), the Stockholder's Agreement, dated as of December 9, 2024, by and between the Reporting Person and the Issuer (the "Existing Stockholder's Agreement") will automatically terminate (in accordance with its terms) and the Registration Rights Assignment Agreement, dated as of December 9, 2024, by and between the Reporting Person, the Issuer and the other parties thereto (the "Existing Registration Rights Agreement") will automatically terminate (in accordance with its terms). The terms and conditions of the New Stockholder's Agreement and the New Registration Rights Agreement are substantially similar to the terms of the Existing Stockholder's Agreement and the Existing Registration Rights Agreement, respectively. The 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. The foregoing description of the Voting and Support Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement filed as an exhibit to this Schedule 13D, and incorporated herein by reference.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5 is hereby amended and restated by the following. The information contained on the cover pages to the Schedule 13D is hereby incorporated by reference. The amount of securities beneficially owned includes 121,956,256 shares of Common Stock held of record by the Reporting Person and 36,198 shares of Common Stock held of record by Nissay Asset Management Corporation ("NAMC"), a direct wholly owned subsidiary of the Reporting Person, which the Reporting Person may be deemed to beneficially own. Based on a total of 456,727,266 shares of Common Stock outstanding as of March 23, 2026, as provided by the Issuer.
(b)	The information contained on the cover pages to the Schedule 13D is hereby incorporated by reference.
(c)	The Reporting Person has not engaged in any transactions in the Common Stock during the past 60 days other than on February 27, 2026, when NAMC acquired 33 shares of Common Stock in the open market at a price per share of $25.84, and disposed of 573 shares of Common Stock in the open market at a price per share of $25.84.
(d)	None.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 is hereby amended and supplemented by the following: Item 4 summarizes certain provisions of the Voting and Support Agreement and is incorporated herein by reference. A copy of the Voting and Support Agreement is attached as an exhibit to this Schedule 13D, and incorporated by reference herein. Except as set forth herein, the Reporting Person does not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.
Item 7.	Material to be Filed as Exhibits.
	Item 7 is hereby amended and supplemented by the following. 5 Voting and Support Agreement, dated as of April 8, 2026, by and among Equitable Holdings, Inc., Corebridge Financial, Inc., and Nippon Life Insurance Company (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer on April 8, 2026).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Nippon Life Insurance Company

Signature:	/s/ Yohei Miyanaga
Name/Title:	Yohei Miyanaga, General Manager
Date:	04/09/2026