Corebridge Financial, Inc 10-K/A, filed Apr 22, 2026

Corebridge Financial, Inc. (CRBG)

10-K/A 2026-04-22 For: 2025-12-31

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Added on April 22, 2026

About this 10-K/A

Corebridge Financial, Inc filed this 10-K/A on April 22, 2026, covering the fiscal year ended December 31, 2025.

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Delaware			95-4715639
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

2919 Allen Parkway, Woodson Tower, Houston, Texas			77019
(Address of principal executive offices)			(Zip Code)


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, Par Value $0.01 Per Share	CRBG	New York Stock Exchange
6.375% Junior Subordinated Notes	CRBD	New York Stock Exchange

























































		Page
Part III
ITEM 1 0	Directors, Executive Officers and Corporate Governance	6
ITEM 11	Executive Compensation	15
ITEM 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	65
ITEM 13	Certain Relationships and Related Transactions, and Director Independence	68
ITEM 1 4	Principal Accountant Fees and Services	82
Part IV
ITEM 1 5	Exhibits	83
Signatures		88


Term						Means
2022 Corebridge Omnibus Incentive Plan						Corebridge Financial, Inc. 2022 Omnibus Incentive Plan


AIG						American International Group, Inc., a Delaware corporation, and until June 3, 2024, our controlling stockholder, and its subsidiaries, unless the context refers to American International Group, Inc. only
AIG Director						A director designated by AIG pursuant to its right under the Separation Agreement to designate a number of directors on each Corebridge Slate until the date on which AIG ceases to beneficially own at least 5% of Common Stock

AIG Options						Stock options granted by AIG with respect to its common stock
AIG PSUs						PSUs granted by AIG with respect to its common stock
AIG Registration Rights Agreement						Registration Rights Agreement, dated September 14, 2022, between AIG and Corebridge
AIGM						AIG Markets, Inc., a consolidated subsidiary of AIG


Argon						Argon Holdco LLC, a wholly owned subsidiary of Blackstone
Audit Committee						Audit Committee of the Board

Blackstone						Blackstone Inc. and its subsidiaries, unless the context refers to Blackstone Inc. only

Blackstone Stockholder’s Agreement						Stockholders’ Agreement, dated November 2, 2021, among Corebridge, AIG and Argon, as amended by the Amendment and Waiver of Consent and Voting Rights, dated March 11, 2024, among Corebridge, AIG, Argon, Blackstone and certain affiliates of Argon and Blackstone
Board						Corebridge Board of Directors
By-laws						Corebridge Second Amended and Restated By-laws
CEO						Corebridge’s Chief Executive Officer
Certificate of Incorporation						Corebridge Second Amended and Restated Certificate of Incorporation

CLO						Collateralized Loan Obligation
Commitment Letter						Commitment Letter, dated November 2, 2021, between Blackstone and Corebridge
Committee						A committee of the Board
Common Stock						Common stock, par value $0.01 per share, of Corebridge
Company						Corebridge and its consolidated subsidiaries, unless the context refers to Corebridge only
Compensation and Management Development Committee						Compensation and Management Development Committee of the Board



Corebridge Long-Term Incentive Plan						Corebridge Financial, Inc. Long Term Incentive Plan, as amended and restated on December 2, 2025
Corebridge Options						Stock Options granted by Corebridge with respect to our Common Stock
Corebridge Parent						Refers solely to Corebridge Financial, Inc. and not to any of its consolidated subsidiaries
Corebridge PSUs						PSUs granted by Corebridge with respect to our Common Stock
Corebridge RSUs						RSUs granted or assumed by Corebridge with respect to our Common Stock
Corebridge Slate						Candidates for election as Corebridge directors proposed or recommended by the Board to Corebridge stockholders in connection with a meeting of stockholders

CRBGLH						Corebridge Life Holdings, Inc. (f/k/a AIG Life Holdings, Inc.), a Texas corporation
CRBGM						Corebridge Markets, LLC, a consolidated subsidiary of Corebridge


Term						Means
Fortitude Re						Fortitude Reinsurance Company Ltd., a Bermuda insurance company
GAAP						Accounting principles generally accepted in the United States of America
IPO						Our initial public offering of Common Stock

LTI						Long-term incentive
LTI Plan						Corebridge Long-Term Incentive Plan

NEOs						Named executive officers of Corebridge pursuant to Item 402 of Regulation S-K under the Exchange Act
Nippon						Nippon Life Insurance Company and its affiliates, unless the context refers to Nippon Life Insurance Company only
Nippon Registration Rights Agreement						Registration Rights Agreement, dated December 9, 2024, among Corebridge, Nippon and, AIG
Nippon Stockholder’s Agreement						Stockholder’s Agreement, dated December 9, 2024, between Corebridge and Nippon
Nippon Stock Purchase Agreement						Stock Purchase Agreement, dated May 16, 2024, among AIG, Corebridge and Nippon
Nominating and Corporate Governance Committee						Nominating and Corporate Governance Committee of the Board
NYSE						New York Stock Exchange
PCAOB						Public Company Accounting Oversight Board
PSU						A performance stock unit, which is an unfunded and unsecured promise to deliver one share of stock, subject to performance and time-based vesting conditions

PwC						PricewaterhouseCoopers LLP


Risk Committee						Risk Committee of the Board
RSU						A restricted stock unit, which is an unfunded and unsecured promise to deliver one share of stock, subject to time-based vesting conditions

Section 16 Officers						Officers of Corebridge who are subject to the reporting requirements of Section 16 of the Exchange Act
Securities Act						Securities Act of 1933, as amended
Separation Agreement						Separation Agreement, dated September 14, 2022, between AIG and Corebridge, as amended by the Separation Agreement Amendment
Separation Agreement Amendment						The amendment to the Separation Agreement, dated as of May 16, 2024, between AIG and Corebridge
SMA						Certain separately managed account agreements between Corebridge and Blackstone

Stock Option						An option to buy a specific number of shares of stock at a pre-set price
STI						Short-term incentive
Tax Matters Agreement						Tax Matters Agreement, dated September 14, 2022, between AIG and Corebridge
Transition Services Agreement						Transition Services Agreement, dated September 14, 2022, between AIG and Corebridge
TSR or Total Shareholder Return						A measure of financial performance indicating the total amount an investor reaps from an investment


Tomohiro Yao Independent Nippon Director
						Director Since: 2025 Age: 54 Committees: Compensation and Management Development; Nominating and Corporate Governance Committee
Career Highlights: Nippon • Managing Executive Officer, Head of Americas and Head of Europe, since 2026 • Executive Officer, Head of Americas/Europe, 2025 - 2026 • Executive Officer, Regional CEO for Asia Pacific/Head of India, and Chairman, Nippon Life Asia Pacific, 2023 – 2025 • Senior General Manager, Regional CEO for Asia Pacific/Head of India, and Chairman & CEO, Nippon Life Asia Pacific, 2022 - 2023 • General Manager, Global Insurance Business Department, 2019 – 2022 Other U.S. Public Company Directorships: • None Other Directorships: • DWS Group GmbH & Co. KGaA., since 2025 • Nippon Life Americas, Inc., since 2025 • Nippon Life Global Investors Americas, Inc., since 2025 • Nippon Life Global Investors Europe Plc., since 2025 • Nippon Life Schroders Asset Management Europe Limited, since 2025 • Nippon Life Insurance Company of America, since 2025 • Post Advisory Group LLC, since 2025 Qualifications: Mr. Yao brings to the Board his expertise and key leadership skills developed through extensive global experience in the insurance industry and perspective as a senior executive of Nippon.


Audit Committee
Current Members
Christopher Lynch (Chair) Edward Bousa Deborah Leone Colin J. Parris Qualifications The Board has determined that each member is independent and “financially literate” under applicable Exchange Act and NYSE rules, and our Board has designated Mr. Lynch, Mr. Bousa and Ms. Leone as “audit committee financial experts,” as that term is defined under SEC rules.


Compensation and Management Development Committee
Current Members
Deborah Leone (Chair) Edward Bousa Tomohiro Yao Qualifications The Board has determined that each member is independent under applicable NYSE rules, including the heightened independence standard for compensation committee members, and each member and is a “non-employee director” as defined by applicable SEC rules and regulations.


Nominating and Corporate Governance Committee
Current Members
Alan Colberg (Chair) Colin J. Parris Amy Schioldager Tomohiro Yao Qualifications The Board has determined that each member is independent under applicable NYSE rules.


Risk Committee
Current Members
Amy Schioldager (Chair) Keith Gubbay Christopher Lynch Qualifications The Risk Committee Charter requires that the Chair be independent and the other members understand risk management principles and practices relevant to Corebridge.


Named Executive Officer						Title
Marc Costantini(1)						President and Chief Executive Officer
Elias Habayeb(2)						Executive Vice President and Chief Financial Officer
Lisa Longino						Executive Vice President and Chief Investment Officer
Jonathan Novak						Executive Vice President and President of Institutional Markets
Polly Klane(3)						Executive Vice President and General Counsel
Kevin Hogan(4)						Former President and Chief Executive Officer


Foundational Principles		Component
Attract and Retain		Offer market-competitive compensation opportunities to attract and retain the best employees and leaders for business needs
Pay for Performance		Create a pay-for-performance culture by offering STI and LTI compensation opportunities that reward employees for individual contributions and business performance
		Provide a market-competitive, performance-driven compensation structure through a four-part program that consists of base salary, STI, LTI and benefits
		In 2025, added Corebridge PSUs to the Company’s LTI program to incentivize the management team to focus on the Company's long-term goals, sustained profitable growth and stockholder value creation rather than short-term gains
Align Interests with Stockholders		Align the long-term economic interests of key employees with those of stockholders by ensuring that a meaningful component of their compensation is provided in the form of equity
	Motivate all employees to deliver long-term, sustainable and profitable growth, while balancing risk to create long-term, sustainable value for stockholders
	Avoid incentives that encourage employees to take unnecessary or excessive risks that could threaten the value or reputation of the Company
	Maintain strong compensation best practices by meeting evolving standards of compensation governance and complying with regulations applicable to employee compensation


NEO	FY24 Base Salary ($)	FY25 Base Salary ($)	Change in Salary (%)
Marc Costantini(1)	—	1,000,000	N/A
Elias Habayeb	800,000	850,000	6%
Lisa Longino	800,000	800,000	N/A
Jonathan Novak	675,000	675,000	N/A
Polly Klane(2)	—	600,000	N/A
Kevin Hogan	1,250,000	1,250,000	N/A


NEO(1)	FY24 Target STI Award ($)	FY25 Target STI Award ($)	Change in Target STI Award (%)
Elias Habayeb	1,200,000	1,300,000	8%
Lisa Longino	1,240,000	1,240,000	N/A
Jonathan Novak	1,000,000	1,000,000	N/A
Polly Klane(2)	—	900,000	N/A
Kevin Hogan	2,250,000	2,625,000	17%


Metric	Weighting		Description	Rationale
Normalized Operating Earnings Per Share (“Normalized Operating EPS”)	40	%	•Operating earnings attributable to each outstanding share, subject to certain adjustments	•Strong indicator of corporate performance for any given year •Aligned with how investors assess financial performance for a public insurance company •40% weight reflects its significance as the primary profitability measure evaluated by investors
Free Cash Flow	30	%	•Net annual insurance company distributions to Corebridge less GOE and interest expense on the financial debt	•Measures financial health and capital generation of the Company •Requires the maintenance of a strong balance sheet and balances risk taking •Durable and industry standard metric for the foreseeable future •30% weighting reflects the importance of this metric to investors while also providing balance to the Normalized Operating EPS metric from a risk-management perspective
Strategic Performance	30	%	•Objective and measurable goals aligned with focus on optimizing the balance sheet, managing capital and growing new business, maintaining expense efficiency and delivering on our risk and resiliency initiative	•Ensures employees’ focus on critical activities to address identified sources of valuation overhang, further optimizes the balance sheet, maintain focus on expense discipline and enhances the organization’s risk and resiliency •30% weighting reflects importance of these initiatives to achieving Corebridge's strategic priorities as a stand-alone company


Performance Metric	Threshold (50%)		Target (100%)		Stretch (125%)		Maximum (150%)		Actual		Weighting		Percent Achieved
Normalized Operating EPS	$	4.55	$	5.33	$	5.53	$	5.72	$	5.40	40	%	109	%
Free Cash Flow (in billions)	$	1.26	$	1.48	$	1.54	$	1.59	$	1.58	30	%	145	%
Strategic Performance	See table below										30	%	118	%
													122%


Elias Habayeb, Executive Vice President and Chief Financial Officer
			•Provided financial leadership to Corebridge to deliver on its business, strategic and financial plans, which resulted in Operating EPS growth both on a reported and run rate basis •Created financial flexibility to fund record premiums and deposits of $42 billion (4% year-over-year increase) and at the same time increased insurance company dividends by 6% (excluding Venerable proceeds) while maintaining capital ratios well above target as a result of active management of the balance sheet •Supported expansion of Bermuda strategy to enable capital efficient growth •Pre-funded Bermuda’s 2026 capital and liquidity needs by raising $500 million from Corebridge’s inaugural institutional preferred stock issuance, which further evolved Corebridge’s standalone capital structure •Led successful effort to exit financial risks on Individual Retirement Variable Annuities business via a reinsurance transaction with Venerable, which simplified the balance sheet and freed up over $2 billion in capital •Expanded investor engagement and outreach •Executed a strategy for successful inclusion in the S&P Midcap 400 index
Lisa Longino, Executive Vice President and Chief Investment Officer
			•Exceeded Net Investment Income target, resulting in $11.5 billion of NII including the Variable Annuities business that was sold during the year •Generated a record $55+ billion in assets •Generated gross $266 million and net $186 million incremental Net Investment Income, supporting in-force portfolio returns •Provided new asset solutions to support businesses, including new or expanded asset classes and portfolio tools or new types of hedging to minimize balance sheet volatility •Developed internal strategic asset allocation model to guide long-term investment decisions and aligned strategic asset allocation with investment plan and tactical actions both in onshore and offshore portfolios •Improved pricing and expense management by actively managing asset manager activity to ensure maximum spread/yield net management fees •Successfully supported Venerable transaction through negotiation of investment strategy and guidelines, over $2 billion of asset transfers, $1.8 billion cash raised for dividends, and significant derivative and operational work •Achieved full adoption of Aladdin IBOR (investment book of record) and ABOR (accounting book of record), and drove key analytic, operational and governance achievements


Jonathan Novak, Executive Vice President and President of Institutional Markets
			•Delivered strong results exceeding budget for Sales by 22% ($15.5 billion) and APTOI by 14% (~$587 million) •New business volumes produced a Total Transaction Value (measuring total economic value created by sale of new business) of over $547 million surpassing budget by 121% •Operationalized an asset/liability strategy for Corebridge Insurance Company of Bermuda and transacted over $7 billion of reinsurance (including Fixed and Fixed Indexed Annuities, Structured Settlements and Term Life) •Established an enterprise-wide Balance Sheet Risk Management group to focus on in-force portfolios and balance sheet risk positioning
Polly Klane, Executive Vice President and General Counsel
			•Implemented significant department reorganization to fill talent gaps and elevate high potential talent, established new department leadership team •Provided legal and regulatory advice and support to help drive significant business initiatives including Venerable transaction, new product support including Registered Index-Linked Annuities launch, first Insurance Company Owned Life Insurance, Voluntary Retirement Program •Played a leadership role in CEO succession •Enhanced Board support by enhancing process to timely deliver comprehensive board materials, onboarding five new directors including conducting a robust orientation program, and building out committee structure and practices •Managed a significant litigation portfolio of both enterprise level litigation as well as employment and customer disputes, resulting in no material payouts in 2025 •Maintained strong regulatory and legislative relationships and worked with regulators to garner approval for activities =
Kevin Hogan, Former President and Chief Executive Officer
			•Continued to advance the Company’s strategic initiatives and position the organization for its next phase of growth •Provided leadership and continuity during the CEO succession process, helping ensure a smooth transition


Type of Award	Vesting Terms	Rationale	Calculation of Number of Awards Granted
Corebridge PSUs1 (50% of target value)	Corebridge PSUs granted to our NEOs will cliff vest on the third anniversary of the grant date and will be earned based on performance, subject to continued service on the vesting date (see section below entitled “2025 PSU Program” for more information)	Helps ensure that NEOs focus on the company's long-term goals, sustained profitable growth and stockholder value creation rather than short-term gains	Award value was divided by the average closing price of Common Stock over the five trading days preceding the grant date, rounded down to the nearest whole unit
Corebridge RSUs1 (25% of target value)	Corebridge RSUs granted to our NEOs will vest in equal installments on each of the first, second and third anniversaries of the grant date, subject to continued service on each vesting date	Contributes to longer-term retention and promotes long-term performance, as the value of Corebridge RSUs is directly linked to increases and decreases in our stock price, further aligning NEO interests with those of our stockholders Aids in achieving meaningful stock ownership by our NEOs	Award value was divided by the average closing price of Common Stock over the five trading days preceding the grant date, rounded down to the nearest whole unit
Corebridge Options2 (25% of target value)	Corebridge Options granted to our NEOs will vest in equal installments on each of the first, second and third anniversaries of the grant date, subject to continued service on each vesting date	Encourages long-term performance, as Corebridge Options are only valuable if our stock price increases over time, as the awards vest	Award value was divided by the Black-Scholes value of a Corebridge Option on the grant date, rounded down to the nearest whole option


NEO	2025 Target STI Award ($)	Business Performance Score		Individual Performance Score		2025 Actual STI Award ($)
Elias Habayeb	1,300,000	122	%	115	%	1,824,000
Lisa Longino	1,240,000	122	%	110	%	1,664,000
Jonathan Novak	1,000,000	122	%	110	%	1,342,000
Polly Klane	900,000	122	%	115	%	1,263,000
Kevin Hogan(2)	2,625,000	122	%	100	%	3,202,500


NEO(1)	FY24 Target LTI Award ($)	FY25 Target LTI Award ($)	Change in Target LTI Award (%)
Elias Habayeb	1,700,000	2,250,000	32	%
Lisa Longino	1,360,000	1,560,000	15	%
Jonathan Novak	900,000	1,575,000	75	%
Polly Klane(2)	—	1,500,000	N/A
Kevin Hogan	4,000,000	7,700,000	93	%


1.	Aflac Incorporated	7.	MetLife, Inc.
2.	Equitable Holdings, Inc.	8.	Primerica, Inc.
3.	F&G Annuities & Life, Inc.	9.	Principal Financial Group, Inc.
4.	Jackson National Life Insurance Company	10.	Prudential Financial, Inc.
5.	Lincoln National Corporation	11.	Sun Life Financial, Inc.
6.	Manulife Financial Corporation	12.	Voya Financial, Inc.


	Performance Goal (% Payout)				Weighting
Metric	Threshold (50%)	Target (100%)	Stretch (125% - Adjusted ROAE 150% - Relative TSR)	Maximum (200%)	2025	2026	2027	Total
Adjusted ROAE (Annual Measurement)	10%	12%	14%	16%	17%	17%	17%	50%
TSR (3-year Cumulative Measurement)	25th percentile	50th percentile	75th percentile	90th percentile	—	—	50%	50%
Total					17%	17%	67%	100%


Performance Metric		Period	Threshold (50%)	Target (100%)	Stretch (150%)	Maximum (200%)	Actual	% Achieved	Weighting	Contribution to AIG PSU Earnout Percentage
Annual Improvement in Accident Year Combined Ratio, as adjusted*		2022	91.0%	89.9%	89.4%	88.9%	88.7%	200%	16%	32%
	2023	91.0%	89.9%	88.9%	87.9%	87.7%	200%	17%	34%
		2024	91.0%	89.9%	88.4%	86.9%	88.2%	157%	17%	27%
Diluted Normalized AATI Attributable to AIG Common Shareholders Per Share*		Cumulative	$14.10	$14.80	$15.10	$15.50	$16.66	200%	40%	80%
Relative Total Shareholder Return(1)		3-Years	6th or 7th	4th or 5th	2nd or 3rd	1st	6th	50%	10%	5%
AIG PSU Earnout Percentage:										178%


Component	Description	Philosophy and Rationale
Base Salary	Annual base salary of $1,000,000	Provides a predictable level of income
Target Annual Cash Short-term Incentive Award	Target annual cash short-term incentive award of $2,500,000	Ties additional upside earning opportunity to Company and individual performance results
Target Annual Long-term Incentive Award	Target annual long-term incentive award of $8,000,000	Provides long-term, equity-based incentives that align executive compensation with stockholder interests
One-time Cash Sign-on Bonus Award	$5,500,000, subject to repayment if Mr. Costantini resigns without good reason or is terminated with cause within two years	Provided to replace the estimated value of the 2025 annual cash incentive and a portion of the equity awards Mr. Costantini forfeited when leaving his prior employer to join Corebridge, which would have vested in the near term
One-time New Hire Long-term Incentive Award	$10,000,000 consisting of Corebridge PSUs, Corebridge RSUs and Corebridge Options in the same proportion as our other executive officers’ annual grant for 2025	Provided to replace the estimated value of the remaining equity awards Mr. Costantini forfeited when leaving his prior employer to join Corebridge
One-time Relocation Assistance Stipend	$250,000	Supports our objective of attracting and retaining a transformative leader


Termination Benefits
Severance and Change in Control Benefits
Severance Benefits			Our NEOs are eligible for benefits under the ESP upon termination by the Company without “Cause” or resignation by the executive for “Good Reason.” Benefits include: •a lump sum payment equal to 1 or 1.5 (depending on job grade) multiplied by the sum of the NEO’s salary and three-year average of actual STI payments (or, if such NEO was not employed for all three years that would otherwise be included in the average, the average actual STI payments paid in each such year in which such NEO was employed); •if the covered termination occurs after March 31 of the year in which the termination occurs, a pro-rata annual STI award for the year of termination based on the NEO’s target STI award, adjusted for actual company (and/or, if applicable, business unit or function) performance as determined by the Compensation and Management Development Committee in its sole discretion; and •a $40,000 payment that may be applied towards continued health coverage and life insurance and one year of additional age and service solely for the purpose of determining eligibility to enroll in retiree medical coverage (the “H&W Severance Benefits”) Corebridge may also enter into transition agreements from time to time to ensure a smooth transition.
Change in Control Benefits			If an NEO experiences a covered termination under the ESP within 24 months following a change in control, benefits include: •a lump sum payment equal to 1.5 or 2 (depending on job grade) times the sum of the NEO’s salary and the greater of (a) the average amount of STI awards paid to the NEO for the preceding three completed calendar years and (b) the NEO’s target STI award for the termination year; •a pro-rata annual STI award for the year of termination based on the greater of (a) the NEO’s target STI award and (b) the NEO’s target STI award adjusted for actual company performance; and •the H&W Severance Benefits.
Vesting Upon Retirement, Death or Disability			See “Treatment of LTI Awards Upon Termination” under “Potential Payments Upon Termination or Change in Control,” below.
Severance and Change in Control Philosophy
Attract and Retain			Intended to ease an NEO’s transition due to an unexpected employment termination or retain an NEO through a significant corporate transaction.
Align Interests with Stockholders			Mitigate any potential employer liability and avoid future disputes or litigation. Retain and encourage our NEOs to remain focused on our business and the interests of our stockholders when considering or implementing strategic alternatives.
At-Will Employment			The employment of our NEOs is “at will,” meaning we can terminate them at any time, and they can terminate their employment with us at any time.
Amount and Conditions for Termination Benefits			Severance arrangements should be designed to: (i) provide reasonable compensation to NEOs who leave Corebridge under certain circumstances to facilitate their transition to new employment and (ii) require a departing NEO to sign and not revoke a release of claims acceptable to us as a condition to receiving post-employment termination benefits, which release of claims will include post-termination restrictive covenants (to the extent permissible under applicable law).
Treatment upon Retirement, Death or Disability			Equity treatment is generally consistent with the practice of many of our peers and encourages our NEOs to remain employed with us.
Double-Trigger Acceleration			“Double trigger” provisions promote morale and productivity and encourage executive retention in the event of a corporate transaction.


Policy	Considerations	Material Features
Anti-Hedging and Anti-Pledging Policies	Hedging insulates executive officers from stock price movement and reduces alignment with stockholders. Pledging raises potential risks to stockholder value, particularly if the pledge is significant.	Our Insider Trading Policy prohibits all employees and directors from engaging in hedging transactions with respect to any Corebridge securities, including by trading in any derivative security relating to Corebridge securities. Other than pursuant to a compensation or benefit plan or dividend distribution, no employee or director may acquire, write or otherwise enter into an instrument that has a value determined by reference to Corebridge securities, whether or not the instrument is issued by Corebridge. Examples include put and call options, forward contracts, collars and equity swaps relating to Corebridge securities. The policy also prohibits pledging of Corebridge securities.
Equity Grant Policy	Equity award grants should not be timed to take advantage of the release of material nonpublic information.	Corebridge maintains an Equity Grant Policy, which governs, among other things, the timing of equity award grants to Section 16 Officers. See “Company Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information” for more information.
Executive Stock Ownership Guidelines	Stock ownership among our executive officers and non-employee members of the Board encourages incentive alignment with stockholders.	In December 2025, the Compensation and Management Development Committee approved an increase in ownership threshold from 5x to 7x base salary for the CEO and from 3x to 4x base salary for other executives to align with governance best practices. All executives are required to retain 50% of the net shares of Common Stock received as a result of the exercise, vesting or payment of any Corebridge Option, Corebridge RSU or other equity-based award granted by Corebridge until the applicable guideline is achieved. In December 2025, the Compensation and Management Development Committee approved defining Common Stock for purposes of satisfying the guidelines to also include unvested Corebridge RSUs and shares held in benefit plans. Performance-based awards and unexercised stock options do not count towards the ownership requirement. Our CEO and all of our executive officers are in compliance with the guidelines.


Individual/Entity			Responsibilities
AIG Compensation and Management Resources Committee			The AIG Compensation and Management Resources Committee consists solely of independent directors of AIG and approved the payout of Mr. Hogan’s AIG PSUs which were granted in 2022, but did not otherwise participate in determining the compensation of our NEOs for fiscal year 2025. The AIG Compensation and Management Resources Committee continues to administer any outstanding AIG Options and AIG PSUs.


1.	Aflac Incorporated	8.	Principal Financial Group, Inc.
2.	Ameriprise Financial, Inc.	9.	Prudential Financial, Inc.
3.	Equitable Holdings, Inc.	10.	Sun Life Financial, Inc.
4.	Lincoln National Corporation	11.	The Hartford Insurance Group, Inc.
5.	MetLife, Inc.	12.	Unum Group
6.	Manulife Financial Corporation	13.	Voya Financial, Inc.
7.	Northern Trust Corporation


Name and Principal Position(1)	Year	Salary ($)(2)	Bonus ($)(3)	Stock Awards ($)(4)	Option Awards ($)(5)	Non-Equity Incentive Plan Compensation ($)(6)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(7)	All Other Compensation ($)(8)	Total ($)
Marc Costantini President and Chief Executive Officer	2025	88,462	5,500,000	7,801,472	2,499,996	—	—	252,300	16,142,230
Elias Habayeb Executive Vice President and Chief Financial Officer	2025	841,155	—	3,916,777	562,495	1,824,000	42,102	31,773	7,218,302
	2024	800,000	—	1,319,783	424,998	1,500,000	—	31,323	4,076,104
	2023	800,000	—	1,217,411	424,996	1,670,000	58,652	29,973	4,201,032
Lisa Longino Executive Vice President and Chief Investment Officer	2025	800,000	—	2,830,602	389,994	1,664,000	—	31,773	5,716,369
	2024	800,000	—	1,055,816	339,999	1,420,000	—	31,323	3,647,138
	2023	676,924	2,181,265	1,225,613	—	1,720,000	—	29,931	5,833,733
Jonathan Novak Executive Vice President and President of Institutional Markets	2025	675,000	—	1,321,367	393,743	1,342,000	17,491	41,773	3,791,374
	2024	626,828	—	698,700	224,996	1,100,000	—	49,473	2,699,997
	2023	600,000	—	644,505	224,995	1,040,000	29,703	30,098	2,569,301
Polly Klane Executive Vice President and General Counsel	2025	537,695	946,836	2,933,741	374,996	1,263,000	—	23,183	6,079,451
Kevin Hogan Former President and Chief Executive Officer	2025	1,250,000	—	6,460,039	1,924,998	3,202,500	128,218	151,081	13,116,836
	2024	1,250,000	—	2,042,126	1,999,991	2,452,500	—	66,180	7,810,797
	2023	1,250,000	—	2,927,993	999,997	3,250,000	131,915	72,192	8,632,097


Item			Description
Tax Preparation Services			Mr. Hogan - $16,330 Reflects cost of tax preparation services related to a prior international assignment
Company-Paid Life Insurance Premiums			Mr. Costantini – $11 Ms. Klane – $221 All other NEOs - $273
401(k) Plan			Mr. Costantini - $0 Ms. Klane - $22,962 All other NEOs - $31,500 Reflects employer matching and non-elective contributions
Personal Use of Company Car			Mr. Costantini - $2,289 Mr. Hogan - $62,412 Reflects incremental costs of driver overtime compensation, fuel and maintenance attributable to personal use of a Company car. A third-party security study recommended a company car and personal driver for commutation and limited personal use.
Relocation Assistance Stipend			Mr. Costantini - $250,000
Spousal Travel Expenses			Mr. Hogan - $10,566 Reflects expenses related to spousal travel in connection with Company-sponsored events where the presence of spouses was expected
Personal Use of Company Provided Aircraft			As permitted under our Private Aircraft Use Policy, Mr. Hogan’s spouse accompanied him on the private aircraft during business travel, which did not result in any incremental cost to the Company
Legal Services			Mr. Hogan - $30,000 Reflects executive’s attorneys’ fees incurred in connection with Transition and Advisory Agreement
Corebridge Matching Grants Program			Mr. Novak - $10,000 Reflects employer matching donations under the Corebridge Matching Grants Program, under which the Company will match donations to eligible charitable organization of $25 to $10,000 on a 1:1 basis


		Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)			Estimated Future Payouts Under Equity Incentive Plan Awards(2)			All Other Stock Awards: Number of Shares of Stock or Units (#)(3)	All Other Option Awards: Number of Securities underlying Options (#)(4)	Exercise or Base Price of Option Awards ($/Sh)(4)	Grant Date Fair Value of Stock and Option Awards ($)(5)
Name	Grant Date	Threshold ($)	Target ($)	Maximum ($)	Threshold ($)	Target ($)	Maximum ($)
Marc Costantini
2025 Corebridge RSUs	12/01/25							85,411			2,540,977
2025 Corebridge Options	12/01/25								314,861	29.75	2,499,996
2025 Corebridge PSUs	12/01/25				85,412	170,823	341,646				5,260,495
Elias Habayeb
2025 STI		—	1,300,000	2,600,000
2025 Corebridge RSUs	02/19/25							17,050			572,028
2025 Corebridge Options	02/19/25								65,712	33.55	562,495
2025 Corebridge PSUs	02/19/25				17,051	34,101	68,202				1,315,622
2025 Retention Corebridge RSUs	09/19/25							61,977			2,029,127
Lisa Longino
2025 STI		—	1,240,000	2,480,000
2025 Corebridge RSUs	02/19/25							11,821			396,595
2025 Corebridge Options	02/19/25								45,560	33.55	389,994
2025 Corebridge PSUs	02/19/25				11,822	23,644	47,288				912,186
2025 Retention Corebridge RSUs	09/19/25							46,482			1,521,821
Jonathan Novak
2025 STI		—	1,000,000	2,000,000
2025 Corebridge RSUs	02/19/25							11,935			400,419
2025 Corebridge Options	02/19/25								45,998	33.55	393,743
2025 Corebridge PSUs	02/19/25				11,936	23,871	47,742				920,948
Polly Klane
2025 STI		—	900,000	1,800,000
2025 New Hire Corebridge RSUs	02/10/25							50,598			1,675,300
2025 Corebridge RSUs	02/19/25							11,367			381,363
2025 Corebridge Options	02/19/25								43,808	33.55	374,996
2025 Corebridge PSUs	02/19/25				11,367	22,734	45,468				877,078
Kevin Hogan
2025 STI		—	2,625,000	5,250,000
2025 Corebridge RSUs	02/19/25							58,351			1,957,676
2025 Corebridge Options	02/19/25								224,883	33.55	1,924,998
2025 Corebridge PSUs	02/19/25				58,351	116,702	233,404				4,502,363


			Option Awards(1)					Stock Awards
Name	Grant Date	Award Type			Exercise Price ($)		Expiration Date	Unvested (Not Subject to Performance Conditions)(2)			Equity Incentive Plan Awards (Unearned and Unvested)(4)
			Number of Securities underlying Unexercised Options (Exercisable) (#)	Number of Securities underlying Unexercised Options (Unexercisable) (#)				Number of shares or units of stock that have not vested (#)	Market value of shares or units of stock that have not vested ($)(3)		Number of unearned shares, units or other rights that have not vested (#)	Market or payout value of unearned shares, units or other rights that have not vested ($)(5)
Marc Costantini	12/1/2025	2025 Corebridge Options		314,861	$	29.75	12/1/2035
	12/1/2025	2025 Corebridge RSUs						85,411	$	2,576,850
	12/1/2025	2025 Corebridge PSUs									170,823	$5,153,730
Elias Habayeb	2/19/2025	2025 Corebridge Options		65,712	$	33.55	2/19/2035
	2/19/2025	2025 Corebridge RSUs						17,050	$	514,399
	2/19/2025	2025 Corebridge PSUs									34,101	$	1,028,827
	9/19/2025	2025 Corebridge RSUs						61,977	$	1,869,846
	2/20/2024	2024 Corebridge Options	30,335	60,671	$	25.34	2/20/2034
	2/20/2024	2024 Corebridge RSUs						34,722	$	1,047,563
	2/21/2023	2023 Corebridge Options	45,920	22,961	$	20.30	2/21/2033
	2/21/2023	2023 Corebridge RSUs						19,991	$	603,128
Lisa Longino	2/19/2025	2025 Corebridge Options		45,560	$	33.55	2/19/2035
	2/19/2025	2025 Corebridge RSUs						11,821	$	356,640
	2/19/2025	2025 Corebridge PSUs									23,644	$713,339
	9/19/2025	2025 Corebridge RSUs						46,482	$	1,402,362
	2/20/2024	2024 Corebridge Options	24,268	48,537	$	25.34	2/20/2034
	2/20/2024	2024 Corebridge RSUs						27,778	$	838,062
	2/21/2023	2023 Corebridge RSUs						9,362	$	282,452
Jonathan Novak	2/19/2025	2025 Corebridge Options		45,998	$	33.55	2/19/2035
	2/19/2025	2025 Corebridge RSUs						11,935	$	360,079
	2/19/2025	2025 Corebridge PSUs									23,871	$720,188
	2/20/2024	2024 Corebridge Options	16,059	32,120	$	25.34	2/20/2034
	2/20/2024	2024 Corebridge RSUs						18,382	$	554,585
	2/21/2023	2023 Corebridge Options	24,310	12,156	$	20.30	2/21/2033
	2/21/2023	2023 Corebridge RSUs						10,583	$	319,289


	Stock Awards
Name	Number of Shares Acquired on Vesting (#)(1)	Value Realized on Vesting ($)(2)
Marc Costantini	—	—
Elias Habayeb	61,501	2,024,798
Lisa Longino	32,000	1,057,372
Jonathan Novak	32,559	1,071,940
Polly Klane	—	—
Kevin Hogan	142,401	6,953,278


Name	Plan Name	Years of Credited Service (#)(1)	Present Value of Accumulated Benefit ($)(2)
Marc Costantini	Qualified Retirement Plan	N/A	N/A
	Non-Qualified Retirement Plan	N/A	N/A
Elias Habayeb	Qualified Retirement Plan	7.917	175,434
	Non-Qualified Retirement Plan	6.917	246,943
Lisa Longino	Qualified Retirement Plan	N/A	N/A
	Non-Qualified Retirement Plan	N/A	N/A
Jonathan Novak	Qualified Retirement Plan	2.667	62,052
	Non-Qualified Retirement Plan	2.667	109,115
Polly Klane	Qualified Retirement Plan	N/A	N/A
	Non-Qualified Retirement Plan	N/A	N/A
Kevin Hogan	Qualified Retirement Plan	25.917	768,100
	Non-Qualified Retirement Plan	25.917	956,968


Term			Generally Means:
Cause			•The participant’s conviction, whether following trial or by plea of guilty or nolo contendere (or similar plea), in a criminal proceeding (1) on a misdemeanor charge involving fraud, false statements or misleading omissions, wrongful taking, embezzlement, bribery, forgery, counterfeiting or extortion, (2) on a felony charge or (3) on an equivalent charge to those in clauses (1) and (2) in jurisdictions which do not use those designations; •the participant’s engagement in any conduct which constitutes an employment disqualification under applicable law (including statutory disqualification as defined under the Exchange Act); •the participant’s violation of any securities or commodities laws, any rules or regulations issued pursuant to such laws, or the rules and regulations of any securities or commodities exchange or association of which the Company or any of its subsidiaries or affiliates is a member; or •the participant’s material violation of the Company’s codes of conduct or any other Company policy as in effect from time to time.
Corebridge CIC			•Individuals who, on the effective date of the Corebridge Executive Severance Plan, constituted the Board (or subsequent directors whose election or nomination was approved by a vote of at least two-thirds of such directors, including by approval of the proxy statement in which such person is named as a nominee for director) cease for any reason to constitute at least a majority of the Board; •any person is or becomes a beneficial owner of 50% or more of Corebridge’s voting securities, other than Corebridge or any subsidiary of Corebridge, any employee benefit plan (or related trust) sponsored or maintained by Corebridge or any subsidiary of Corebridge or by any underwriter temporarily holding securities pursuant to an offering of such securities; •consummation of a merger, consolidation, statutory share exchange or similar form of corporate transaction involving Corebridge that results in any person becoming the beneficial owner of 50% or more of the total voting power of the outstanding voting securities eligible to elect directors of the entity resulting from such transaction; •a sale of all or substantially all of Corebridge’s assets; or •Corebridge’s stockholders approve a plan of complete liquidation or dissolution. Neither the IPO nor any subsequent public offering of Corebridge voting securities by AIG or Argon that does not otherwise qualify as a Corebridge CIC as described above will be a Corebridge CIC.
Good Reason			A reduction of more than 20% in the participant’s annual target direct compensation, provided that such reduction will not constitute Good Reason if it results from a Board-approved program generally applicable to similarly situated employees. In the event of a Corebridge CIC, the definition of Good Reason also includes: (1) a material diminution in the participant’s authority, duties or responsibilities following a Corebridge CIC, provided that a change in the executive’s reporting relationship will not constitute Good Reason unless it affects an executive whom Corebridge has classified as an executive vice president or above and (2) relocation of the office at which the executive performs his or her services at a location that increases his or her one-way commute by more than 50 miles.


Reason for Termination			When are underlying shares delivered?
Involuntary Termination without Cause – no Corebridge CIC			The date the applicable award would otherwise have been delivered if employment had continued
Retirement			The date the applicable award would otherwise have been delivered if employment had continued
Disability			The date the applicable award would otherwise have been delivered if employment had continued
Death			Immediate delivery of shares
Involuntary Termination without Cause or resignation for Good Reason within 24 months of a Corebridge CIC			Immediate delivery of shares


Reason for Termination			What will the participant receive?
Involuntary Termination without Cause – no Corebridge CIC			Delivery of shares corresponding to the earned amount of PSUs based on actual performance against the PSU goals on the date the applicable award would otherwise have been delivered if employment had continued
Retirement			Delivery of shares corresponding to the earned amount of PSUs based on actual performance against the PSU goals on the date the applicable award would otherwise have been delivered if employment had continued
Disability			Delivery of shares corresponding to the earned amount of PSUs based on actual performance against the PSU goals on the date the applicable award would otherwise have been delivered if employment had continued
Death			Prior to Adjudication of Performance Immediate delivery of shares corresponding to the target amount of PSUs initially granted Following Adjudication of Performance Immediate delivery of shares corresponding to the earned amount of PSUs based on actual performance against the PSU goals on the date the applicable award would otherwise have been delivered if employment had continued
Involuntary Termination without Cause or resignation for Good Reason within 24 months of a Corebridge CIC			During Performance Period Immediate delivery of shares corresponding to the target amount of PSUs initially granted, unless the Compensation and Management Development Committee determines to use performance through the date of the Corebridge CIC Following Performance Period Immediate delivery of shares corresponding to the earned amount of PSUs based on actual performance against the PSU goals on the date the applicable award would otherwise have been delivered if employment had continued


Reason for Termination			For how long can the vested Corebridge Options be exercised?
Involuntary Termination without Cause – no Corebridge CIC			For three years from date of termination (or until expiration date if earlier)
Retirement			For the remainder of the term of the options
Disability			For three years from date of disability (or until expiration date if earlier)
Death			For three years from date of death (or until expiration date if earlier)
Involuntary Termination without Cause or resignation for Good Reason within 24 months of a Corebridge CIC			For the remainder of the term of the options