Corebridge Financial Files 8-K on Security Holder Rights

TL;DR

CRBG filed an 8-K today - looks like changes to security holder rights and bylaws.

AI Summary

On November 13, 2025, Corebridge Financial, Inc. filed an 8-K report detailing material modifications to security holder rights and other events. The filing also includes amendments to its articles of incorporation or bylaws and financial statements and exhibits. The company, formerly known as SAFG Retirement Services, Inc., is incorporated in Delaware and headquartered in Houston, Texas.

Why It Matters

This filing indicates potential changes affecting the rights of Corebridge Financial's security holders and updates its corporate governance documents.

Risk Assessment

Risk Level: low — The filing is a routine disclosure of corporate events and does not appear to indicate any immediate financial distress or significant negative operational changes.

Key Players & Entities

• Corebridge Financial, Inc. (company) — Registrant
• SAFG Retirement Services, Inc. (company) — Former Company Name
• November 13, 2025 (date) — Date of earliest event reported
• 2919 Allen Parkway, Woodson Tower, Houston, Texas 77019 (location) — Principal Executive Office Address

FAQ

Filing Documents

• crbg-20251113.htm (8-K) — 39KB
• exhibit11-closing8xk111820.htm (EX-1.1) — 223KB
• exhibit31-closing8xk111820.htm (EX-3.1) — 107KB
• exhibit51-closing8xk111820.htm (EX-5.1) — 15KB
• a51.jpg (GRAPHIC) — 61KB
• 0001628280-25-052983.txt ( ) — 690KB
• crbg-20251113.xsd (EX-101.SCH) — 3KB
• crbg-20251113_def.xml (EX-101.DEF) — 16KB
• crbg-20251113_lab.xml (EX-101.LAB) — 28KB
• crbg-20251113_pre.xml (EX-101.PRE) — 16KB
• crbg-20251113_htm.xml (XML) — 4KB

03. Material Modification to Rights of Security Holders

Item 3.03. Material Modification to Rights of Security Holders. On November 18, 2025, Corebridge Financial, Inc. (the "Company") closed the public offering of 500,000 shares of its 6.875% Fixed Rate Reset Non-Cumulative Preferred Stock, Series A (the "Series A Preferred Stock"). The shares of Series A Preferred Stock were offered and sold pursuant to an effective shelf registration statement (the "Registration Statement") on Form S-3 (File No. 333-275890). Under the terms of the Series A Preferred Stock, the ability of the Company to declare or pay dividends on, or redeem, purchase or otherwise acquire, shares of its common stock or any shares of any other class or series of capital stock of the Company that ranks junior to the Series A Preferred Stock will be subject to certain restrictions in the event that the Company does not declare and pay (or set aside) dividends on the Series A Preferred Stock and any class or series of stock of the Company (other than Series A Preferred Stock) that ranks equally with the Series A Preferred Stock in the payment of dividends and in the distribution of assets on any liquidation, dissolution or winding-up of the Company ("Parity Stock"), for the latest completed dividend period, and the ability of the Company to declare full dividends on any preferred stock that ranks equally with the Series A Preferred Stock will be subject to certain limitations in the event the Company declares partial dividends on the Series A Preferred Stock (or any such Parity Stock), in which case any dividends declared for that period on the Series A Preferred Stock and such Parity Stock must be declared pro rata. The terms of the Series A Preferred Stock, including such restrictions, are more fully described in, and this description is qualified in its entirety by reference to, the Certificate of Designations (as defined in Item 5.03 below), a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by refere

03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On November 18, 2025, the Company filed a Certificate of Designations (the "Certificate of Designations") with the Secretary of State of the State of Delaware to establish the preferences, limitations and relative rights of the Series A Preferred Stock. The Certificate of Designations became effective upon filing with the Secretary of State of the State of Delaware, and a copy is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

01 Other Events

Item 8.01 Other Events. In connection with the sale of the Series A Preferred Stock, the Company entered into an underwriting agreement, dated November 13, 2025, with Wells Fargo Securities, LLC, BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein, which is filed as Exhibit 1.1 hereto. The opinion of Debevoise & Plimpton LLP relating to the validity of the Series A Preferred Stock is filed as Exhibit 5.1 to this Current Report on Form 8-K. 2

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits The exhibits to this Current Report on Form 8-K (except Exhibit 104) are incorporated by reference into the Registration Statement. (d) Exhibits. Exhibit No. Description 1.1 Underwriting Agreement, dated November 13, 2025, among Corebridge Financial, Inc., Wells Fargo Securities, LLC, BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein. 3.1 Certificate of Designations of Corebridge Financial, Inc. with respect to the 6.875% Fixed Rate Reset Non-Cumulative Preferred Stock, Series A, dated November 18, 2025, filed with the Secretary of State of the State of Delaware and effective November 18, 2025 (the "Certificate of Designations"). 4.1 Certificate of Designations, filed as Exhibit 3.1. 5.1 Opinion of Debevoise & Plimpton LLP. 23.1 Consent of Debevoise & Plimpton LLP (included in Exhibit 5.1). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 3 SIGNATURE 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. By: /s/ Elias Habayeb Name: Elias Habayeb Title: Chief Financial Officer Date: November 18, 2025 4

View Full Filing

View this 8-K filing on SEC EDGAR