Corebridge Financial, Inc.

We are asking stockholders to vote on a proposal to approve an amendment to the Existing Charter to expressly authorize the Board to approve amendments to Corebridge’s By-laws.

Background

Based on the Governance Document Review, Corebridge determined that the Existing Charter as adopted at the time of the IPO inadvertently omitted provisions necessary to give operative effect to the provisions of the By-laws that provide that the Board is authorized to amend the provisions of the By-laws by the affirmative vote of a majority of the Board. Corebridge does not believe that these events otherwise impacted the validity of any corporate actions taken since the IPO.

Reasons for the Board Authorization Amendment

For the reasons set forth below, the Board has approved the Board Authorization Amendment, declared it advisable and in the best interests of Corebridge and its stockholders, and directed that this Proposal 1 be submitted for approval by Corebridge’s stockholders at the Special Meeting.

Providing the Board with the authority to amend the By-laws is consistent with the intent at the time of the IPO.

Providing the Board with the authority to amend the By-laws is consistent with the understanding of the Board and Corebridge’s stockholders at the time of the IPO, as well as Corebridge’s public disclosures prior to and following the IPO. In advance of the IPO, Corebridge publicly filed with the U.S. Securities and Exchange Commission (“SEC”), a registration statement that, among other things, described certain provisions of Corebridge’s governing documents that were intended to become effective upon the IPO. The filing disclosed that “our second amended and restated bylaws may be amended or repealed, or new bylaws may be adopted, by the affirmative vote of a majority of our Board.” In addition, Corebridge has included this disclosure in an exhibit to each of its annual reports filed on Form 10-K since the IPO.

Providing the Board with the authority to amend the By-laws provides the Board necessary flexibility to respond to evolving circumstances in a timely and cost-efficient manner.

Without adoption of the Board Authorization Amendment, all future amendments to the By-laws would require stockholder approval, which would be a burdensome and inefficient use of Corebridge’s resources. For example, by-laws typically contain provisions pertaining to the internal operations of a company and its board of directors, such as provisions on the conduct of board meetings, the appointment of officers and the execution of corporate instruments. Requiring stockholder approval of every change to these types of provisions would be cumbersome and would unnecessarily involve stockholders in aspects of Corebridge’s day-to-day operations.

Moreover, without adoption of the Board Authorization Amendment, the Board’s ability to respond quickly and efficiently to evolving circumstances, such as governance-related developments, would be hampered. In recent years, the boards of directors of many companies have been able to amend their companies’ by-laws in response to evolving governance norms such as majority voting in director elections, proxy access and the SEC’s universal proxy rules. Rather than asking stockholders to approve these amendments, boards of directors have been able to adopt them in a more timely and cost-efficient manner.

Corebridge Financial, Inc. | Special Meeting Proxy Statement 3

Proposal 1: BOARD AUTHORIZATION AMENDMENT

Providing the Board with the authority to amend the By-laws does not divest stockholders of their right to amend the By-laws.

The Board Authorization Amendment does not divest or limit the power of stockholders to adopt, amend or repeal the By-laws. In addition, Corebridge must disclose in a filing with the SEC, any amendments to the By-laws that the Board adopts within four business days. Accordingly, stockholders will be informed promptly of any amendments to the By-laws.

Description and General Effects of the Board Authorization Amendment

The Board Authorization Amendment, consistent with most publicly traded Delaware corporations, authorizes the Board to amend the By-laws. This will be accomplished by amending Section 2 of ARTICLE FIVE of the Existing Charter to expressly provide that the Board is authorized to make, amend and repeal the By-laws by the affirmative vote of a majority of the Board. This Board Authorization Amendment will not divest or limit the power of stockholders’ existing right to adopt, amend or repeal the By-laws.

If the Board Authorization Amendment is approved by stockholders at the Special Meeting, Section 2 of ARTICLE FIVE of the Existing Charter would be amended and restated as follows:

Section 2. In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors is expressly authorized to make, amend and repeal the By-Laws by the affirmative vote of a majority of the Board of Directors.

A vote in favor of either or both of Proposal 1 and/or Proposal 2 is deemed to constitute approval of the filing of an amended and restated certificate of incorporation that, in addition to incorporating the approved Charter Amendment(s), (i) updates all references to Corebridge’s certificate of incorporation and by-laws in the Existing Charter to refer to the “Second Amended and Restated Certificate of Incorporation (as the same may be amended and/or restated)” and the “By-laws, as the same may be amended and/or restated,” respectively, and (ii) implements certain non-substantive ministerial edits relating to defined terms ((i) and (ii) together, the “Administrative Changes”).

If approved by stockholders at the Special Meeting, the Board Authorization Amendment would become effective upon the filing of a Second Amended and Restated Certificate of Incorporation (an “Amended Charter”) setting forth the Board Authorization Amendment, the Administrative Changes, and if approved by stockholders, the Written Consent Amendment with the Secretary of State of the State of Delaware promptly following the Special Meeting.

The Board reserves the right to elect to abandon the Board Authorization Amendment, without further action by the stockholders, at any time prior to the effectiveness of the filing of an Amended Charter setting forth the Board Authorization Amendment. Neither this Proposal 1 nor Proposal 2 are conditioned on or otherwise require the approval of the other proposal.

4 Corebridge Financial, Inc. | Special Meeting Proxy Statement