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

Rhea-AI Filing Summary

Airbnb, Inc. (ABNB) – Insider Form 4 filing dated 07/09/2025

Director and 10% owner Joseph Gebbia, reporting indirectly through the Sycamore Trust, disclosed the disposition of 236,000 Class A common shares of Airbnb on 07/07/2025 under a Rule 10b5-1 trading plan adopted on 02/26/2025.

• Transaction details: 48,332 shares sold at a weighted-average price of $135.7653; 171,859 shares at $136.5127; and 15,809 shares at $137.166. Aggregate proceeds are approximately $32.2 million.
• Post-sale holdings: Sycamore Trust now holds 708,015 Class A shares, down from 944,015 prior to the sales (≈25% reduction).
• Form 4 codes: All trades coded “S” (open-market sale); the filing checks the box affirming trades were executed pursuant to the 10b5-1 plan.

No derivative transactions were reported and no additional changes to direct holdings were disclosed.

The filing signals a sizable liquidation by a major insider but, because it was pre-scheduled, limits inference about near-term fundamentals. Investors may nevertheless monitor further sales to gauge insider sentiment.

Positive

• Compliance transparency: All sales executed under a pre-existing Rule 10b5-1 plan, reducing concerns of trading on material non-public information.

Negative

• Material insider selling: 236,000 shares (~$32 m) sold by a director/10% owner, representing a ≈25% reduction in the trust’s holdings and potential negative signal to the market.

Insights

Securities Analyst

TL;DR Large insider sale (~$32 m) by 10% holder; pre-planned under 10b5-1, but still a supply overhang to monitor.

The 236 k-share sale equals roughly 0.11% of ABNB’s public float and trims Gebbia’s indirect stake to 708 k shares. Although executed under a 10b5-1 plan, such volume from a founder-level shareholder can pressure sentiment, especially amid light summer trading volumes. No derivatives or option exercises soften the view; this is pure cash-out. The sale does not alter Airbnb’s fundamentals, yet may weigh on technicals and raise questions about ongoing insider distribution patterns.

Corporate Governance Expert

TL;DR Sale follows governance best-practice via 10b5-1 plan, reducing insider-trading risk.

From a governance lens, the advance adoption date (02/26/2025) and explicit 10b5-1 disclosure align with the SEC’s updated affirmative-defense requirements, enhancing transparency. The filing also demonstrates accurate, timely reporting (within two days). While continued diversification by founders is expected 3-4 years post-IPO, the board should assess any cumulative reduction in concentrated ownership to maintain long-term alignment with shareholders.

0001889539FALSE12/3100018895392025-07-092025-07-090001889539us-gaap:CommonStockMember2025-07-092025-07-090001889539crbg:A6.375JuniorSubordinatedNotesDue2064Member2025-07-092025-07-09

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): July 9, 2025

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

On July 9, 2025, Corebridge Financial, Inc. (“Corebridge” or the “Company”) held a special meeting of stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders approved two amendments (the “Charter Amendments”) to the Company’s existing Amended and Restated Certificate of Incorporation.

As further disclosed in Proposals 1 and 2 of the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on May 27, 2025 (the “Special Meeting Proxy Statement”), the Charter Amendments (i) expressly authorize the Board of Directors of Corebridge (the “Board”) to approve amendments to Corebridge’s Second Amended and Restated By-laws (the “Board Authorization Amendment”) and (ii) 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 Corebridge’s 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 (the “Written Consent Amendment”).

The Charter Amendments became effective upon the filing of a Second Amended and Restated Certificate of Incorporation (the “Amended and Restated Charter”) with the Secretary of State of the State of Delaware on July 9, 2025.

The foregoing description of the Amended and Restated Charter does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Charter, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 5.07 Submission of Matters to a Vote of Security Holders.

Corebridge held the Special Meeting, via live webcast, for the following purposes: (i) vote to approve the Board Authorization Amendment; (ii) vote to approve the Written Consent Amendment; and (iii) vote to approve the adjournment of the Special Meeting, from time to time, if necessary or appropriate, as determined in good faith by the Board, including to solicit additional proxies if there are not sufficient votes in favor of any of the Charter Amendments (the “Adjournment of Special Meeting”). For more information about the foregoing proposals, see the Special Meeting Proxy Statement.

As of the close of business on May 13, 2025, the record date for the Special Meeting, 549,704,830 shares of the Company’s Common Stock, par value $0.01 per share, were issued and outstanding and entitled to vote at the Special Meeting.

Set forth below are the voting results for the proposals considered and voted upon at the Special Meeting.

1.Board Authorization Amendment. A proposal to approve the Board Authorization Amendment. The proposal was approved, and the voting results are as follows:

Votes For			Votes Against			Abstentions			Broker Non-Votes
463,676,002			614,562			14,868			—

2.    Written Consent Amendment. A proposal to approve the Written Consent Amendment. The proposal was approved, and the voting results are as follows:

Votes For			Votes Against			Abstentions			Broker Non-Votes
463,171,930			1,080,852			52,650			—

The proposal to approve the Adjournment of Special Meeting was not voted on at the Special Meeting because there were sufficient votes to approve the Charter Amendments.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description of Exhibit
3.1						Second Amended and Restated Certificate of Incorporation of Corebridge Financial, Inc. dated July 9, 2025.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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.

Date:

July 9, 2025

By:

/s/Jeannette N. Pina

Name:

Jeannette N. Pina

Title:

Deputy General Counsel and Secretary

FAQ

How many Airbnb (ABNB) shares did Joseph Gebbia sell on 07/07/2025?

He disposed of 236,000 Class A shares through three open-market transactions.

What was the average sale price for the ABNB insider transactions?

Weighted-average prices were $135.77, $136.51, and $137.17 per share across the respective trades.

How many Airbnb shares does the Sycamore Trust still own after the sale?

Post-transaction, the trust retains 708,015 Class A shares.

Was the insider sale conducted under a Rule 10b5-1 plan?

Yes. The filing states the trades were executed under a plan adopted on 02/26/2025 in accordance with Rule 10b5-1.

Does this Form 4 report any derivative security activity?

No. No derivative transactions were reported in Table II.