[8-K] Corebridge Financial, Inc. Reports Material Event

Rhea-AI Filing Summary

Corebridge Financial disclosed that American International Group, Inc. (the Selling Stockholder) entered into an underwriting agreement with Morgan Stanley & Co. LLC under which the Selling Stockholder agreed to sell 30,000,000 shares of Corebridge common stock at $33.5113 per share. The Underwriter was granted a 30-day option to purchase up to an additional 4,500,000 shares to cover over-allotments. The filing attaches the Underwriting Agreement as Exhibit 1.1 and a legal opinion from Debevoise & Plimpton LLP as Exhibit 5.1, with Debevoise's consent in Exhibit 23.1.

The disclosure describes the transaction terms and supporting exhibits but does not provide details about use of proceeds, the effect on outstanding shares or public float, or any company action beyond furnishing the agreement and opinion.

Positive

• Underwritten transaction executed with Morgan Stanley & Co. LLC, establishing an orderly sale mechanism.
• Defined pricing at $33.5113 per share for the offered 30,000,000 shares.
• Standard over-allotment option granted for up to 4,500,000 additional shares to cover demand.
• Supporting exhibits filed including the Underwriting Agreement (Exhibit 1.1) and legal opinion (Exhibit 5.1).

Negative

• Large block sale of 30,000,000 shares by the Selling Stockholder (AIG) is being offered in the market.
• Filing lacks details on the timing of share distribution and the intended use of proceeds, if any.
• No disclosure in this document of the effect on total outstanding shares or public float post-transaction.
• Limited transaction detail beyond the agreement summary; the description is qualified by the exhibit and may require review of Exhibit 1.1 for complete terms.

Insights

Financial Analyst

TL;DR: AIG will sell 30 million CRBG shares at a fixed price via an underwritten placement with a 4.5 million over-allotment option.

The filing documents a secondary, underwritten sale where the Selling Stockholder (AIG) sets the offer size and price at $33.5113 per share and Morgan Stanley acts as underwriter. The presence of a standard 30-day over-allotment option suggests the transaction follows market practice to stabilize distribution. The filing includes the underwriting agreement and a legal opinion, but it does not disclose details on how the sale will affect public float, outstanding shares, or timing of distribution; those are material for market impact analysis.

Corporate Governance Expert

TL;DR: This is a disclosed, underwritten secondary sale by a principal shareholder; governance implications are limited to ownership change disclosure.

The 8-K reports a transparent, underwritten process for a large block sale by the Selling Stockholder, with required exhibits including counsel opinion and consent. From a governance perspective, the filing shows compliance with disclosure norms for a material stock disposition by a major holder. The document does not, however, provide information on post-transaction ownership percentages, any agreements governing the sale beyond the underwriting agreement, or whether the company facilitated registration — items investors often need to assess ownership and control changes.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 8, 2025

(August 6, 2025)

Corebridge Financial, Inc.

(Exact name of registrant as specified in its charter)

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

1-877-375-2422

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock

CRBG

New York Stock Exchange

6.375% Junior Subordinated Notes

CRBD

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01    Other Events

Underwriting Agreement

On August 6, 2025, Corebridge Financial, Inc. (the “Company”), American International Group, Inc. (the “Selling Stockholder”), and Morgan Stanley & Co. LLC (the “Underwriter”) entered into an underwriting agreement (the “Underwriting Agreement”) pursuant to which the Selling Stockholder agreed to sell to the Underwriter, and the Underwriter agreed to purchase from the Selling Stockholder, subject to and upon the terms and conditions set forth therein, 30,000,000 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), at a price of $33.5113 per share. The Selling Stockholder also granted the Underwriters a 30-day option to purchase up to an additional 4,500,000 shares of Common Stock solely to cover over-allotments.

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the copy thereof, which is filed herewith as Exhibit 1.1 and is incorporated herein by reference. The opinion of Debevoise & Plimpton LLP, relating to the validity of the Common Stock, is filed as Exhibit 5.1 hereto.

Item 9.01    Financial Statements and Exhibits

(d)    Exhibits.

Exhibit Number        Description

Exhibit Number						Description
1.1						Underwriting Agreement, dated August 6, 2025, between Corebridge Financial, Inc., American International Group, Inc., and Morgan Stanley & Co. LLC. (redacted)
5.1						Opinion of Debevoise & Plimpton LLP.
23.1						Consent of Debevoise & Plimpton LLP (contained in Exhibit 5.1).
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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

Date: August 8, 2025			Corebridge Financial, Inc.
			By:			/s/ Elias Habayeb
						Name: Elias Habayeb
						Title: Chief Financial Officer

[Signature Page to Form 8-K]

FAQ

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

Corebridge disclosed that the Selling Stockholder, American International Group, Inc., entered into an underwriting agreement to sell common stock through Morgan Stanley.

How many Corebridge (CRBG) shares are being sold and at what price?

The agreement covers 30,000,000 shares at $33.5113 per share, with an underwriter option for up to 4,500,000 additional shares.

Who is the selling stockholder and who is the underwriter for the CRBG offering?

The Selling Stockholder is American International Group, Inc. (AIG) and the underwriter is Morgan Stanley & Co. LLC.

Is there an over-allotment (greenshoe) option in the transaction?

Yes. The underwriters were granted a 30-day option to purchase up to 4,500,000 additional shares to cover over-allotments.

Where can I find the full underwriting agreement and legal opinions?

The filing references the Underwriting Agreement as Exhibit 1.1, the legal opinion of Debevoise & Plimpton LLP as Exhibit 5.1, and consent in Exhibit 23.1.