Corebridge Financial, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

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COREBRIDGE FINANCIAL, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

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Our Values

We are stronger as one

We collaborate across the enterprise, scale what works and act decisively for our customers and partners

We deliver on commitments

We are accountable, empower each other and go above and beyond for our stakeholders

We learn, improve and innovate

We get better each day by challenging the status quo and equipping ourselves for the future

We are inclusive

We embrace different perspectives, enabling our colleagues to make an impact and bring their whole selves to work

At Corebridge, we believe action is everything. That’s why every day we proudly partner with financial professionals and institutions to make it possible for more people to take action in their financial lives, for today and tomorrow.

Corebridge at a Glance

A Letter from Our CEO

Corebridge value proposition

Our market-leading businesses directly meet customer needs and support the strategies of our distribution partners. We believe our opportunity is significant, given a large and increasing retirement-aged population, the life insurance protection gap, the ongoing decline of traditional corporate pensions and social safety nets, and the growing need for retirement solutions and financial advice.

We are confident that our diversified business model, strong balance sheet and disciplined execution position us to deliver for our customers and partners and to manage effectively through market cycles to drive long-term stockholder value.

A year of accomplishments

In 2024, Corebridge increased operating earnings per share* by 18% to $4.83 and adjusted ROAE by 150 basis points to 12.8%. We also returned over $2.3 billion to stockholders through dividends and share repurchases.

Our businesses collectively generated robust sales volumes, with premiums and deposits* of $41.7 billion, a 5% increase from a very strong 2023. With solid fundamentals across our diversified businesses, core sources of income—fee, spread and underwriting margin—grew 4% in aggregate over the prior year and increased across all three sources.

Corebridge maintains a strong balance sheet backed by sound reserving and governance frameworks. We are proactive with capital and balance sheet management to create financial flexibility, pursue profitable growth and deliver on our commitments. Our regulatory capital has remained above target as we prudently manage our high-quality assets and liabilities. In 2024, our U.S. insurance subsidiaries increased full year dividends by 10%, distributing $2.2 billion to the holding company.

Corebridge continues to create stockholder value through disciplined execution. We lowered general operating expenses by 4% in 2024 and remain diligently focused on further improving our operational efficiency through prudent expense management, while creating capacity to invest in our businesses and our people.

To further our value proposition, we are undertaking several initiatives that build on the significant investments we made over the last two years as part of our separation process. These include advancing our strategic use of data, analytics and AI, and enhancing the end-to-end digital experience for our customers and distribution partners. We are also focused on improving our workplace, developing our people and helping them to harness emerging technologies.

Living our purpose

I want to thank our colleagues for all you did to help grow our business, deliver on our commitments and live out our purpose—to help more people take action in their financial lives—particularly in a year replete with natural disasters. Time and again, you demonstrated resilience in the face of challenge and came together as one team to support our customers and each other.

I am excited for all that 2025 may bring, as we build on our momentum to grow our business, increase our financial flexibility and continue to create stockholder value.

Sincerely,

Kevin Hogan

President and Chief Executive Officer

A Letter from Our Board Chair

Since April 29, 2024, the Board has increased its independent directors from 31% to 62% while ensuring a strong mix of skills, expertise, experience, oversight capabilities and perspective. In 2024, we added Edward Bousa and Deborah Leone as independent directors, and I was elected by the Board in December as its first independent Chair. We also evolved Board governance, most significantly by establishing three new committees to complement the work of our Audit Committee—Nominating and Corporate Governance, Compensation and Management Development, and Risk—each chaired by an independent director.

In 2024, AIG significantly reduced its ownership—principally through a block sale of shares to Nippon Life Insurance Company—and AIG executives Peter Zaffino, Sabra Purtill and Mia Tarpey stepped off the Board. Keith Gubbay and Minoru Kimura were added as independent directors, appointed by Nippon Life in connection with its investment in the company. Blackstone, a strategic partner for Corebridge, also exercised its contractual right to designate one director by appointing Gilles Dellaert to replace the departing Jon Gray. In January 2025, following a comprehensive process led by our Nomination and Governance Committee, and supported by a leading executive search firm, we added to our Board Colin J. Parris, achieving our current complement. As both a director and a stockholder I remain grateful to each of our former directors for their service, guidance and insight, particularly to Peter for his leadership as Chair. I look forward to similarly valuable contributions from our highly qualified new directors.

We are keenly aware that periodic Board membership renewal is a fundamental and ongoing responsibility of this Board and a key to long-term success for Corebridge. We are committed to ensuring that we have the skills, talent and experience to guide Corebridge as it continues its journey as a public company and have identified a set of core skills and experiences to identify, assess and recommend future Director nominees as the opportunities arise.

As a Board, we are focused on oversight of the company’s business strategy, risks and controls, and management team, and we are always looking for ways to increase the Board’s alignment with and accountability to stockholders. Our company is well positioned to capitalize on opportunities for growth while maintaining our ability to deliver on commitments across different market environments, and I look forward to reporting back a year from now on further results. Thank you for your ongoing support of Corebridge.

Alan Colberg

Chair of the Board

Notice of 2025 Annual Meeting of Stockholders

On behalf of the Corebridge Financial, Inc. (“Corebridge,” the “Company,” “we,” “our” or “us”) Board of Directors (the “Board”), I cordially invite you to virtually attend the Corebridge 2025 annual meeting of stockholders (the “Annual Meeting”).

Annual Meeting Details

How to Vote

Proxies

The Board is soliciting proxies to be voted at the Annual Meeting on June 3, 2025, and at any postponed or reconvened meeting. Proxy materials or a Notice of Internet Availability of Proxy Materials were first made available or distributed to stockholders beginning on or about April 16, 2025.

Items of Business

Accessing the Annual Meeting

To participate in the Annual Meeting, you will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, on your proxy card or on any voting instruction form accompanying these proxy materials.

Please carefully review the 2025 Proxy Statement for additional information regarding the matters to be acted on during the Annual Meeting.

We have adopted a virtual meeting format for the Annual Meeting to provide a convenient opportunity for our stockholders to participate from wherever they are located. We believe that the virtual meeting format affords our stockholders an opportunity for meaningful participation, and we have taken steps so that stockholders will be able to attend, vote and submit questions via the internet.

You do not need to attend the Annual Meeting to vote if you submitted your proxy in advance of the meeting.

By order of the Board of Directors,

Jeannette N. Pina

Deputy General Counsel & Corporate Secretary

Important Notice Regarding the Availability of Proxy Materials for the 2025 Annual Meeting of Stockholders to be held virtually via the internet on June 3, 2025.

This notice of 2025 Annual Meeting of Stockholders, the letters from our CEO and Chair to Stockholders, the Proxy Statement and our 2024 Annual Report are available free of charge at www.proxyvote.com.

2025 Proxy Statement

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