Nippon board designee change at Corebridge Financial (NYSE: CRBD)

Rhea-AI Filing Summary

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

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

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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): March 11, 2026

Corebridge Financial, Inc.

(Exact name of registrant as specified in its charter)

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

Registrant’s Telephone number, including area code: 1-877-375-2422

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock

CRBG

New York Stock Exchange

6.375% Junior Subordinated Notes

CRBD

New York Stock Exchange

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

Emerging growth company ☐

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

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Pursuant to the director designation right held by Nippon Life Insurance Company (Nippon) pursuant to the Stockholder’s Agreement, dated as of December 9, 2024 (the Stockholder’s Agreement), Corebridge Financial, Inc. (the Company) was notified on March 11, 2026 that Nippon will be effecting a change in one of its designated directors with Minoru Kimura departing from the Board of Directors of the Company (the Board), effective as of April 20, 2026. His departure is in connection with Nippon’s normal personnel assignment rotations and is not related to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Pursuant to the Stockholder’s Agreement, until the date that the share ownership percentage of Nippon is less than 5%, Nippon shall have 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 (a Nippon Designee). As of March 16, 2026, Nippon has the right to designate three Nippon Designees, which includes sitting directors Mr. Kimura, Keith Gubbay and Tomohiro Yao, as well as a replacement for Mr. Kimura following his departure. The Company expects to appoint a Nippon Designee to replace Mr. Kimura, subject to the Board’s good faith determination, after consultation with outside legal counsel, that such action is consistent with its fiduciary duties and complies with applicable law.

SIGNATURES

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 thereunto duly authorized.

Corebridge Financial, Inc.

Date:

March 16, 2026

By:

/s/Jeannette N. Pina

Name:

Jeannette N. Pina

Title:

Deputy General Counsel and Secretary

FAQ

What board change did Corebridge Financial (CRBD) disclose in this 8-K?

Corebridge Financial disclosed that Nippon Life designee Minoru Kimura will depart its Board on April 20, 2026. The change reflects Nippon’s normal personnel assignment rotations and is not related to any disagreement over the company’s operations, policies, or practices.

Why is Nippon Life’s director Minoru Kimura leaving Corebridge Financial’s board?

Mr. Kimura is leaving the Corebridge Financial Board in connection with Nippon Life’s normal personnel assignment rotations. The company states his departure is not due to any disagreement on operations, policies, or practices, indicating a routine governance change tied to Nippon’s internal moves.

How many directors can Nippon Life designate at Corebridge Financial (CRBD)?

Under a Stockholder’s Agreement dated December 9, 2024, Nippon Life may designate directors equal to the total Board size multiplied by its share ownership percentage, rounded down. As of March 16, 2026, this entitles Nippon to three designated directors on Corebridge’s Board.

Will Corebridge Financial replace Nippon designee Minoru Kimura on the board?

Corebridge Financial expects to appoint another Nippon Designee to replace Mr. Kimura after his April 20, 2026 departure. Any replacement is subject to the Board’s good faith determination, after consulting outside legal counsel, that the appointment aligns with fiduciary duties and applicable law.

What agreement governs Nippon Life’s board designation rights at Corebridge Financial?

Nippon Life’s board designation rights arise from a Stockholder’s Agreement dated December 9, 2024. As long as its share ownership remains at least 5%, Nippon may designate a number of directors equal to its ownership percentage times the total Board size, rounded down.

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