0001889539FALSE00018895392024-06-102024-06-10

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): June 10, 2024
(June 9, 2024)
Corebridge Financial, Inc.
(Exact name of Registrant as Specified in Its Charter)

Delaware001-41504
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)
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 StockCRBGNew 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 1.01    Entry into a Material Definitive Agreement.
On June 9, 2024, American International Group, Inc. (“AIG”) waived its right under the Separation Agreement (the “Agreement”) dated as of September 14, 2022 and amended as of May 16, 2024 between AIG and Corebridge Financial, Inc. (“Corebridge”) to include a majority of the candidates on each slate of candidates recommended by the Corebridge Board of Directors (the “Board”) to Corebridge’s stockholders in connection with a meeting of stockholders (each, a “Corebridge Slate”).
The foregoing description of the waiver does not purport to be complete and is qualified in its entirety by reference to the full text of the waiver, a copy of which will be attached as an exhibit to Corebridge’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024.
Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 9, 2024, Christopher Schaper resigned as a member of the Board, effective immediately. Mr. Schaper served as a member of the Board pursuant to the Agreement. Following Mr. Schaper’s resignation, the Board’s size has been reduced to twelve directors.
Item 7.01    Reg FD Disclosure.
On June 10, AIG announced that it has met the requirements for the deconsolidation for accounting purposes of Corebridge. The deconsolidation is a result of Mr. Schaper’s resignation and AIG’s waiver of its right to include a majority of the candidates for election on each Corebridge Slate.
A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01    Financial Statements and Exhibits.
(d) Exhibits.
Exhibit NumberDescription
99.1
104Cover 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: June 10, 2024Corebridge Financial, Inc.
By:/s/ Christine Nixon
Name: Christine Nixon
Title: Executive Vice President and General Counsel

Exhibit 99.1
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FOR IMMEDIATE RELEASE
Press ReleaseAIG Contacts:
Quentin McMillan (Investors): quentin.mcmillan@aig.com
Claire Talcott (Media): claire.talcott@aig.com
Corebridge Financial Contacts:
Işıl Müderrisoğlu (Investors): investorrelations@corebridgefinancial.com
Matt Ward (Media): media.contact@corebridgefinancial.com
AIG Completes Deconsolidation of
Corebridge Financial
NEW YORK – June 10, 2024 – American International Group, Inc. (NYSE: AIG) today announced it has met the requirements for the deconsolidation of Corebridge Financial (NYSE: CRBG) for accounting purposes. The deconsolidation is a result of AIG’s decision to waive its right to majority representation on the Corebridge Financial Board of Directors and the resignation of Chris Schaper, Executive Vice President, Global Chief Underwriting Officer, AIG, from Corebridge Financial’s Board of Directors.
“Today’s announcement about AIG’s deconsolidation of Corebridge Financial is a major achievement, which reflects the culmination of a series of well-planned and deliberate strategic decisions which will position AIG for the future as a leading global Property and Casualty insurer,” said Peter Zaffino, Chairman and CEO of AIG. “I am very proud of our colleagues at AIG and Corebridge for all they contributed over the past several years, along with the focus and discipline with which they executed on the separation of the Life & Retirement business. Leading up to their successful IPO in 2022, we are very pleased that Corebridge Financial developed high-quality partnerships with Blackstone and BlackRock, and recently we announced Nippon Life’s intent to become an approximately 20% strategic investor, positioning Corebridge Financial for profitable long-term growth and industry leadership.”
Mr. Zaffino will continue as Chairman of the Corebridge Financial Board of Directors which has been reduced to 12 members. AIG owns approximately 48.35% of Corebridge Financial’s common stock.
###
About AIG
American International Group, Inc. (NYSE: AIG) is a leading global insurance organization. AIG provides insurance solutions that help businesses and individuals in approximately 190 countries and jurisdictions protect their assets and manage risks through AIG operations and network partners. For additional information, visit www.aig.com. This website with additional information about AIG has been provided as a convenience, and the information contained on such website is not incorporated by reference into this press release.

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FOR IMMEDIATE RELEASE
AIG is the marketing name for the worldwide operations of American International Group, Inc. All products and services are written or provided by subsidiaries or affiliates of American International Group, Inc. Products or services may not be available in all countries and jurisdictions, and coverage is subject to underwriting requirements and actual policy language. Non-insurance products and services may be provided by independent third parties. Certain property casualty coverages may be provided by a surplus lines insurer. Surplus lines insurers do not generally participate in state guaranty funds, and insureds are therefore not protected by such funds.
About Corebridge Financial
Corebridge Financial, Inc. (NYSE: CRBG) makes it possible for more people to take action in their financial lives. With more than $390 billion in assets under management and administration as of March 31, 2024, Corebridge Financial is one of the largest providers of retirement solutions and insurance products in the United States. We proudly partner with financial professionals and institutions to help individuals plan, save for and achieve secure financial futures. For more information, visit corebridgefinancial.com and follow us on LinkedIn and YouTube. These references with additional information about Corebridge have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this press release.

v3.24.1.1.u2
Cover
Jun. 10, 2024
Document Information [Line Items]  
Document Type 8-K
Document Period End Date Jun. 09, 2024
Entity Registrant Name Corebridge Financial, Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-41504
Entity Tax Identification Number 95-4715639
Entity Address, Address Line One 2919 Allen Parkway
Entity Address, Address Line Two Woodson Tower
Entity Address, City or Town Houston
Entity Address, State or Province TX
Entity Address, Postal Zip Code 77019
City Area Code 877
Local Phone Number 375-2422
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock
Trading Symbol CRBG
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001889539
Amendment Flag false
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