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

Rhea-AI Filing Summary

Corebridge Financial, Inc. reported that it has closed a public offering of 500,000 shares of its 6.875% Fixed Rate Reset Non-Cumulative Preferred Stock, Series A. These preferred shares were issued under an effective Form S-3 shelf registration statement.

The new Series A Preferred Stock includes terms that can restrict the company’s ability to pay dividends on, or repurchase, junior securities such as common stock if dividends on the Series A Preferred Stock or any equally ranking preferred stock are not fully declared and paid or set aside for the latest dividend period. If only partial dividends are declared on the Series A Preferred Stock and any preferred stock that ranks equally with it, dividends for that period on all such series must be paid on a pro rata basis.

To implement these terms, Corebridge filed a Certificate of Designations in Delaware establishing the preferences, limitations and relative rights of the Series A Preferred Stock, effective upon filing. The company also entered into an underwriting agreement with a syndicate of major investment banks and obtained a legal opinion from Debevoise & Plimpton LLP confirming the validity of the new preferred shares.

Insights

Capital structure & securities lawyer

Corebridge adds a new preferred layer that can limit common dividends if not fully paid.

Corebridge Financial has issued 500,000 shares of 6.875% Fixed Rate Reset Non-Cumulative Preferred Stock, Series A under its shelf registration. This creates a senior class in the capital structure with priority over common stock for dividends and in a liquidation, as described in the Certificate of Designations filed in Delaware on November 18, 2025.

The terms state that if dividends on the Series A Preferred Stock or any equally ranking preferred stock are not fully declared and paid (or set aside) for the latest dividend period, the company’s ability to declare or pay dividends on, or repurchase, junior stock such as common shares is restricted. When only partial dividends are declared on the Series A and parity preferred, payouts for that period must be allocated on a pro rata basis across those series.

The company also entered into an underwriting agreement dated November 13, 2025 with several major underwriters and obtained a legal opinion from Debevoise & Plimpton LLP on the validity of the preferred shares. Future investor focus is likely to center on how often the company fully services the 6.875% Series A dividends, since doing so preserves flexibility around common stock dividends and buybacks.

0001889539FALSE12/3100018895392025-11-132025-11-130001889539us-gaap:CommonStockMember2025-11-132025-11-130001889539crbg:A6.375JuniorSubordinatedNotesDue2064Member2025-11-132025-11-13

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): November 13, 2025

Corebridge Financial, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware						001-41504			95-4715639
(State or Other Jurisdiction						(Commission File Number)			(IRS Employer
of Incorporation)									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:

☐			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 3.03.    Material Modification to Rights of Security Holders.

On November 18, 2025, Corebridge Financial, Inc. (the “Company”) closed the public offering of 500,000 shares of its 6.875% Fixed Rate Reset Non-Cumulative Preferred Stock, Series A (the “Series A Preferred Stock”). The shares of Series A Preferred Stock were offered and sold pursuant to an effective shelf registration statement (the “Registration Statement”) on Form S-3 (File No. 333-275890). Under the terms of the Series A Preferred Stock, the ability of the Company to declare or pay dividends on, or redeem, purchase or otherwise acquire, shares of its common stock or any shares of any other class or series of capital stock of the Company that ranks junior to the Series A Preferred Stock will be subject to certain restrictions in the event that the Company does not declare and pay (or set aside) dividends on the Series A Preferred Stock and any class or series of stock of the Company (other than Series A Preferred Stock) that ranks equally with the Series A Preferred Stock in the payment of dividends and in the distribution of assets on any liquidation, dissolution or winding-up of the Company (“Parity Stock”), for the latest completed dividend period, and the ability of the Company to declare full dividends on any preferred stock that ranks equally with the Series A Preferred Stock will be subject to certain limitations in the event the Company declares partial dividends on the Series A Preferred Stock (or any such Parity Stock), in which case any dividends declared for that period on the Series A Preferred Stock and such Parity Stock must be declared pro rata. The terms of the Series A Preferred Stock, including such restrictions, are more fully described in, and this description is qualified in its entirety by reference to, the Certificate of Designations (as defined in Item 5.03 below), a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.03.    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On November 18, 2025, the Company filed a Certificate of Designations (the “Certificate of Designations”) with the Secretary of State of the State of Delaware to establish the preferences, limitations and relative rights of the Series A Preferred Stock. The Certificate of Designations became effective upon filing with the Secretary of State of the State of Delaware, and a copy is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 8.01        Other Events.

In connection with the sale of the Series A Preferred Stock, the Company entered into an underwriting agreement, dated November 13, 2025, with Wells Fargo Securities, LLC, BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein, which is filed as Exhibit 1.1 hereto.

The opinion of Debevoise & Plimpton LLP relating to the validity of the Series A Preferred Stock is filed as Exhibit 5.1 to this Current Report on Form 8-K.

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Item 9.01    Financial Statements and Exhibits

The exhibits to this Current Report on Form 8-K (except Exhibit 104) are incorporated by reference into the Registration Statement.

(d)    Exhibits.

Exhibit No.						Description
1.1						Underwriting Agreement, dated November 13, 2025, among Corebridge Financial, Inc., Wells Fargo Securities, LLC, BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein.
3.1						Certificate of Designations of Corebridge Financial, Inc. with respect to the 6.875% Fixed Rate Reset Non-Cumulative Preferred Stock, Series A, dated November 18, 2025, filed with the Secretary of State of the State of Delaware and effective November 18, 2025 (the “Certificate of Designations”).
4.1						Certificate of Designations, filed as Exhibit 3.1.
5.1						Opinion of Debevoise & Plimpton LLP.
23.1						Consent of Debevoise & Plimpton LLP (included in Exhibit 5.1).
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURE

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

COREBRIDGE FINANCIAL, INC.
By:						/s/ Elias Habayeb
Name:						Elias Habayeb
Title:						Chief Financial Officer

Date: November 18, 2025

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FAQ

What security did Corebridge Financial (CRBG) issue in this 8-K?

Corebridge Financial issued 500,000 shares of its 6.875% Fixed Rate Reset Non-Cumulative Preferred Stock, Series A, a new class of preferred equity with priority over common stock for dividends and liquidation.

How does the new Series A Preferred Stock affect Corebridge common stock dividends?

Under the Series A terms, if Corebridge does not fully declare and pay (or set aside) dividends for the latest dividend period on the Series A Preferred Stock and any equally ranking preferred stock, its ability to declare or pay dividends on junior securities such as common stock is subject to restrictions.

What happens if Corebridge declares only partial dividends on the Series A Preferred Stock?

If only partial dividends are declared on the Series A Preferred Stock and any equally ranking preferred stock, the dividends for that period on all such series must be declared pro rata, meaning each series receives a proportionate share.

What is the Certificate of Designations mentioned by Corebridge Financial?

The Certificate of Designations, filed in Delaware on November 18, 2025, formally establishes the preferences, limitations and relative rights of the 6.875% Fixed Rate Reset Non-Cumulative Preferred Stock, Series A, and became effective upon filing.

Which banks underwrote Corebridge Financials Series A Preferred Stock offering?

The Series A Preferred Stock sale was conducted under an underwriting agreement with Wells Fargo Securities, LLC, BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, acting as representatives of the underwriters.

What legal opinion did Corebridge obtain for the Series A Preferred Stock?

Debevoise & Plimpton LLP provided a legal opinion on the validity of the Series A Preferred Stock, which is included as Exhibit 5.1, with its related consent included in Exhibit 23.1.