Corebridge Financial Inc

Failure to complete the Nippon Transaction may negatively impact our ongoing business and stock price.

If the Nippon Transaction is not completed on a timely basis or at all, our ongoing business may be adversely affected as a result of the time and resources committed to the proposed transaction that could have been devoted to pursuing other opportunities. In addition, the price of our common stock may decline to the extent that the current market price reflects a market assumption that the Nippon Transaction will be completed on the proposed timeline and that any anticipated benefits will be realized.

In addition to the other information set forth in this Quarterly Report, you should carefully consider the risk factors discussed in “Risk Factors” in the 2023 Form 10-K.

The following table provides information about purchases made by or on behalf of Corebridge Parent or any “affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Exchange Act) of Corebridge Parent common stock during the three months ended September 30, 2024:

*Excludes excise tax of $5.1 million due to the Inflation Reduction Act of 2022 for the three months ended September 30, 2024.

On May 4, 2023, our Board of Directors authorized a $1.0 billion share repurchase program. On April 30, 2024, our Board of Directors authorized an additional $2.0 billion increase in the share repurchase amount under the share repurchase program. Under this program, Corebridge Parent may, from time to time, purchase up to $3.0 billion of Corebridge Parent common stock but is not obligated to purchase any particular number of shares. The authorization for the share repurchase program may be terminated, increased or decreased by the Board of Directors at any time.

Shares may be repurchased from time to time in the open market, through private purchases, through forward, derivative, accelerated repurchase or automatic repurchase transactions or otherwise. For instance, on August 7, 2024, we purchased an aggregate of approximately $200 million of shares from AIG in a privately negotiated transaction. In addition, certain of our share repurchases have been and may from time to time be effected through Exchange Act Rule 10b5-1 repurchase plans, including the share repurchase plan Corebridge Parent adopted on September 17, 2024, which, unless extended expires on November 7, 2024. The timing of any future share repurchases will depend on market conditions, our business and strategic plans, financial condition, results of operations, liquidity and other factors.

During the three months ended September 30, 2024, Corebridge Parent repurchased approximately 25.9 million shares of Corebridge Parent common stock, par value $0.01 per share, for an aggregate purchase price of $715 million, pursuant to the share repurchase program.

As of September 30, 2024, approximately $1.1 billion remained under the share repurchase program authorizations.

Corebridge | Third Quarter 2024 Form 10-Q 152