Corebridge Financial, Inc.

Except as noted below, there have been no material changes in the Company’s risk factors from those disclosed in "Risk Factors" in our 2024 Form 10-K and “Risk Factors” in our first quarter 2025 Form 10-Q.

Failure to complete the remaining portions of the transactions with Corporate Solutions Life Reinsurance Company and Venerable Holdings, Inc. may negatively impact our ongoing business and stock price.

On August 1, 2025, the closing with respect to the Reinsurance Agreement with AGL and CSLR occurred. The closing with respect to the USL Reinsurance Agreement is expected to occur in the fourth quarter of 2025 and the sale of SAAMCo is expected to occur in the first quarter of 2026.

The completion of the remaining portions of the previously announced transactions with CSLR and Venerable Holdings, Inc. (the “Transactions”) is subject to the satisfaction or waiver of customary closing conditions for certain portions of the Transactions, including the entry into the USL reinsurance agreement and the receipt of required regulatory approvals, without imposing a burdensome condition. As a result, there can be no assurance that all or any portion of the Transactions will be completed as contemplated.

If the remaining portions of the Transactions are 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 such Transactions that could have been devoted to pursuing other opportunities, as well as possible reputational damage and resulting impact on sales of our annuity products, associated with announcing a material strategic transaction that cannot be consummated. In addition, the price of our common stock may decline to the extent that the current market price reflects a market assumption that the Transactions 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 2024 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, 2025:

*Excludes excise tax of $3.8 million due to the Inflation Reduction Act of 2022 for the three months ended September 30, 2025.

On May 4, 2023, our Board of Directors authorized a share repurchase program, which has subsequently been expanded. Most recently, on June 23, 2025, 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 shares 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.

Corebridge | Third Quarter 2025 Form 10-Q 143

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 August 7, 2025, which, unless extended expires on November 5, 2025. 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, 2025, Corebridge Parent repurchased approximately 11.1 million shares of Corebridge Parent common stock, par value $0.01 per share, for an aggregate purchase price of $381 million, pursuant to the share repurchase program.

As of September 30, 2025, approximately $3.7 billion remained under the share repurchase program authorizations.

For additional information related to share repurchases see Note 17 to the Condensed Consolidated Financial Statements.