Form 8-K

8-K — Corebridge Financial, Inc.

Accession: 0001140361-26-014814

Filed: 2026-04-15

Period: 2026-04-15

CIK: 0001889539

SIC: 6311 (LIFE INSURANCE)

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

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ef20070655_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ef20070655_ex99-1.htm)

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8-K

8-K (Primary)

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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): April 15, 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.

On April 15, 2026, Corebridge Financial, Inc. (the Company) announced the appointment of

Christopher Filiaggi, the Company’s Chief Accounting Officer, as Interim Chief Financial Officer of the Company effective April 24, 2026. Mr. Filiaggi will serve as Interim Chief Financial Officer and Chief Accounting Officer. As previously

disclosed, Elias Habayeb will resign from his role as the Company’s Chief Financial Officer effective April 24, 2026.

Mr. Filiaggi, age 44, has served as the Company’s Chief Accounting Officer since June 2023, and he served as the Company’s Senior Vice President and Controller from

September 2022 to June 2023. As Chief Accounting Officer, Mr. Filiaggi oversees all aspects of the Company’s financial reporting, including GAAP, statutory accounting and SOX compliance. Mr. Filiaggi joined American International Group, Inc.

(AIG) in July 2019 as a Director and from September 2021 until he joined the Company, he served as the Controller for Life and Retirement at AIG. Prior to joining AIG in 2019, Mr. Filiaggi was a director in the audit practice of

PricewaterhouseCoopers LLP (PwC), which included two years in PwC’s National Office.

There are no arrangements or understandings between Mr. Filiaggi and any other person pursuant to which he was appointed as Interim Chief Financial Officer of the

Company. There are no family relationships between Mr. Filiaggi and any director or executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer of the Company. Mr. Filiaggi has no

direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

In connection with his appointment as Interim Chief Financial Officer, Mr. Filiaggi received (i) a special retention equity award (the Retention Equity Award) in the

form of time-vested restricted stock units (RSUs) with a grant date value of $750,000 and (ii) an increase in his target short-term incentive award for 2026 to $800,000 from $400,000.

One hundred percent (100%) of the Retention Equity Award will vest on April 1, 2028, subject to Mr. Filiaggi’s continued employment with the Company through the vesting

date, subject to accelerated vesting upon Mr. Filiaggi’s termination of employment without Cause or resignation for Good Reason, each as defined in the 2022 Plan (as defined below).

The Retention Equity Award was granted under, and pursuant to the terms and conditions of, the Corebridge Financial, Inc. 2022 Omnibus Incentive Plan, as amended and

restated, the Corebridge Financial, Inc. Long-Term Incentive Plan, as amended and restated, and the Form of Corebridge Financial, Inc. Long Term Incentive Plan, Long Term Incentive Award Agreement, which are respectively filed as Exhibit 10.48,

Exhibit 10.55 and Exhibit 10.54 to the Company’s Annual Report on Form 10-K (the Annual Report) filed with the SEC on February 11, 2026 (collectively, the 2022 Plan). Additionally, following his appointment as Interim Chief Financial Officer, Mr.

Filiaggi remains eligible to participate in the Corebridge Executive Severance Plan, as amended and restated, in accordance with the terms of such plan, which is filed as Exhibit 10.43 to the Annual Report.

Item 8.01

Other Events.

On April 15, 2026, the Company issued a press release announcing the appointment of Christopher Filiaggi as the Company’s Interim Chief Financial Officer effective

on April 24, 2026. 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 into this Item 8.01.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number

Description

Exhibit Number

Description

99.1

Press

Release of Corebridge Financial, Inc.

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:

April 15, 2026

By:

/s/Jeannette N. Pina

Name:

Jeannette N. Pina

Title:

Deputy General Counsel and Corporate Secretary

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ef20070655_ex99-1.htm · Sequence: 2

Exhibit 99.1

FOR IMMEDIATE RELEASE

Corebridge Financial Names Christopher Filiaggi

as Interim Chief Financial Officer

HOUSTON – April 15, 2026 – Corebridge Financial, Inc. (“Corebridge” or the “Company”) (NYSE: CRBG) today announced the appointment of the Company’s Chief Accounting Officer Christopher Filiaggi as Interim

Chief Financial Officer, effective April 24, 2026. Filiaggi will report to Marc Costantini, President and Chief Executive Officer, and join the Executive Leadership Team.

Filiaggi will serve as Interim Chief Financial Officer while the Company prepares for its planned merger (the “Proposed Transaction”) with Equitable Holdings, Inc. (“Equitable Holdings”). In this role, he will provide continuity, disciplined

execution and steady financial leadership as Corebridge advances toward the combination.

“Chris is a deeply respected leader within our world-class finance team, with the experience and judgment to guide the organization through this transition,” said Costantini. “This internal appointment reflects the depth of talent and financial

acumen we have at Corebridge.”

Filiaggi has served as Chief Accounting Officer for Corebridge since June 2023, overseeing financial reporting, accounting policy and internal controls. Prior to this role, he held finance leadership positions with Corebridge and American

International Group, Inc. (AIG). Previously, Filiaggi was with PricewaterhouseCoopers LLP, advising insurance clients on accounting policies and regulatory compliance.

This appointment follows the previously announced transition of the Company’s current Chief Financial Officer, Elias Habayeb, who will continue with Corebridge through April 24, 2026. Filiaggi will remain in the interim role until the closing of

the Proposed Transaction, when Robin M. Raju, Chief Financial Officer of Equitable Holdings, will serve as Chief Financial Officer of the combined company.

# # #

About Corebridge Financial

Corebridge Financial, Inc. makes it possible for more people to take action in their financial lives. With more than $385 billion in assets under management and administration as of December 31, 2025, 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.

Contacts

Işıl Müderrisoğlu (Investors): investorrelations@corebridgefinancial.com

Paul Miles (Media): media.contact@corebridgefinancial.com

FOR IMMEDIATE RELEASE

Cautionary Statement Regarding Forward-Looking Information

This press release includes statements, which, to the extent they are not statements of historical or present fact, constitute “forward looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements, and any related oral statements, can be identified by the use of terms such as “believes,” “expects,” “may,” “will,” “shall,” “should,” “would,” “could,” “seeks,” “aims,” “projects,”

“forecasts,” “intends,” “targets,” “plans,” “estimates,” “anticipates,” “goals,” “guidance,” “formidable,” “preliminary,” “objective,” “continue,” “drive,” “improve,” “superior,” “robust,” “positioned,” “resilient,” “vision,” “potential,”

“immediate,” and similar expressions or the negative of those expressions or verbs. We caution you that forward-looking statements are not guarantees of future performance or outcomes. Forward-looking statements are not historical facts but instead

represent only our beliefs regarding future events, which may by their nature be inherently uncertain, and some of which may be outside our control. These statements include, but are not limited to, statements about the expected timing and

completion of the Proposed Transaction, the anticipated benefits of the Proposed Transaction, including estimated synergies and projected cost savings, and plans and expectations for Corebridge, Equitable Holdings or their new parent company after

completion of the Proposed Transaction.

Such forward-looking statements are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those

expressed or implied by such forward-looking statements. Key factors include, among others, the ability to complete the Proposed Transaction on the timeframe or on the terms currently anticipated or at all, including due to a failure to obtain

requisite stockholder, stock exchange, regulatory, governmental or other approvals; risks related to difficulties, inabilities or delays in integrating the parties’ businesses; the ability to realize the anticipated benefits of the Proposed

Transaction, including estimated run-rate expense synergies and projected cost savings at the times, and to the extent, anticipated, as well as expected operating earning and cashflow generation; the occurrence of any event, change or other

circumstance that could give rise to the right of either or both parties to terminate the merger agreement; the potential impact of the announcement or consummation of the Proposed Transaction on Corebridge or Equitable Holdings’ stock price and on

their respective business, contractual and operational relationships (including with regulatory bodies, employees, suppliers, clients and competitors); risks related to business disruptions from the Proposed Transaction that may harm the business

or current plans and operations of either or both parties, including diversion of management time from ongoing business operations; the risk that the Proposed Transaction and its announcement could have an adverse effect on the ability of either or

both parties to hire and retain key personnel; the parties’ ability to raise debt on favorable terms or at all; the outcome of any legal proceedings that may be instituted against Corebridge, Equitable Holdings, their new parent company or their

respective directors; restrictions on the conduct of Corebridge and Equitable Holdings’ respective businesses prior to the closing of the Proposed Transaction and on each their ability to pursue alternatives to the Proposed Transaction; the

possibility that the Proposed Transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events, or unforeseen or unknown liabilities; the deterioration of economic conditions; geopolitical

tensions; the potential impact of a downgrade in Corebridge or Equitable Holdings’ Insurer Financial Strength ratings or credit ratings or of the new parent company of Corebridge and Equitable Holdings following completion of the Proposed

Transaction; other factors that may affect future results of Corebridge and Equitable Holdings; and management’s response to any of the aforementioned factors.

FOR IMMEDIATE RELEASE

The foregoing list of factors is not exhaustive. You should carefully consider these factors and the other risks and uncertainties described in the “Risk Factors” section of the new parent company’s Registration

Statement on Form S-4 discussed below and other documents filed or furnished by Corebridge and Equitable Holdings from time to time with the U.S. Securities and Exchange Commission (the “SEC”), including their Annual

Reports on Form 10-K for the year ended December 31, 2025. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking

statements. If any of these risks materialize or our assumptions prove incorrect, actual events and results could differ materially from those contained in the forward-looking statements. There may be additional risks that neither Corebridge nor

Equitable Holdings presently know or that Corebridge and Equitable Holdings currently believe are immaterial that could also cause actual events and results to differ materially from those contained in the forward-looking statements. In addition,

forward-looking statements reflect Corebridge and Equitable Holdings’ expectations, plans or forecasts of future events and views as of the date of this press release. Corebridge and

Equitable Holdings anticipate that subsequent events and developments will cause Corebridge and Equitable Holdings’ assessments to change. While Corebridge and Equitable Holdings may elect to update these forward-looking statements at some point in

the future, Corebridge and Equitable Holdings specifically disclaim any obligation to do so, unless required by applicable law. Neither Corebridge nor Equitable Holdings gives any assurance that Corebridge, Equitable Holdings or their new parent

company will achieve the results or other matters set forth in the forward-looking statements.

No Offer or Solicitation

This press release is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale

of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a

prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended (the “Securities Act”), or in a transaction exempt from the registration requirements of the Securities Act.

Important Information and Where to Find It

This press release relates to the Proposed Transaction that may become the subject of a Registration Statement on Form S-4 to be filed by the new parent company with the SEC. The Registration Statement

will include a joint proxy statement of Corebridge and Equitable Holdings that will also constitute a prospectus of the new parent company. After the Registration Statement has been declared effective, the definitive joint proxy

statement/prospectus will be mailed to the stockholders of each of Corebridge and Equitable Holdings. This press release is not a substitute for the Registration Statement that the new parent company intends to file with the SEC or any other

documents that may be sent to Corebridge’s stockholders or Equitable Holdings’ stockholders in connection with the Proposed Transaction.

INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM S-4 AND THE JOINT PROXY STATEMENT/PROSPECTUS WHEN THEY BECOME AVAILABLE, AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH, OR FURNISHED TO, THE SEC IN

CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE INTO THE JOINT PROXY STATEMENT/PROSPECTUS, BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION REGARDING COREBRIDGE, EQUITABLE HOLDINGS, THEIR NEW PARENT COMPANY, THE

PROPOSED TRANSACTION AND RELATED MATTERS.

FOR IMMEDIATE RELEASE

Investors and security holders may obtain free copies of these documents and other documents filed with the SEC by Corebridge or Equitable Holdings through the website maintained by the SEC at http://www.sec.gov or from Corebridge at its

website, https://www.corebridgefinancial.com, or from Equitable Holdings at its website, https://equitableholdings.com (information included on or accessible through either of Corebridge or Equitable Holdings’ website is not incorporated by

reference into this press release).

Participants in the Solicitation

Corebridge and Equitable Holdings and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Corebridge’s stockholders or Equitable Holdings’ stockholders in connection with the

Proposed Transaction under the rules of the SEC. Information about the directors and executive officers of Corebridge, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in Corebridge’s

definitive proxy statement for its 2025 Annual Meeting of Stockholders, which was filed with the SEC on April 16, 2025, including under the headings “Compensation Discussion and Analysis,” “Compensation Tables” and “Security Ownership of 5%

Beneficial Owners, Directors and Executive Officers.” To the extent holdings of Corebridge’s common stock by the directors and executive officers of Corebridge have changed or do change from the amounts of Corebridge’s common stock held by such

persons as reflected therein, such changes have been or will be reflected on Initial Statements of Beneficial Ownership of Securities on Form 3 (“Form 3”), Statements of Changes in Beneficial Ownership on Form 4 (“Form 4”) or Annual Statements of

Changes in Beneficial Ownership of Securities on Form 5 (“Form 5”), in each case filed with the SEC. Information about the directors and executive officers of Equitable Holdings, including a description of their direct or indirect interests, by

security holdings or otherwise, is set forth in Equitable Holdings’ definitive proxy statement for its 2025 Annual Meeting of Stockholders, which was filed with the SEC on April 4, 2025, including under the headings “Executive Compensation” and

“Certain Relationships and Related Person Transactions.” To the extent holdings of Equitable Holdings’ common stock by the directors and executive officers of Equitable Holdings have changed or do change from the amounts of Equitable Holdings’

common stock held by such persons as reflected therein, such changes have been or will be reflected on Forms 3, Forms 4 or Forms 5, in each case filed with the SEC. Other information regarding persons who may, under the rules of the SEC, be deemed

participants in the proxy solicitation of Corebridge or Equitable Holdings’ stockholders in connection with the Proposed Transaction and a description of their direct and indirect interests, by security holdings or otherwise, will be included in

the Registration Statement. You may obtain free copies of these documents at the SEC’s website at www.sec.gov. Copies of documents filed with the SEC by Corebridge or Equitable Holdings will also be available free of charge from Corebridge or

Equitable Holdings using the contact information above.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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