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. )

Check the appropriate box:

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

A Transformational Transaction

Our combined company will bring together three outstanding franchises – Corebridge, Equitable and AllianceBernstein – to create a diversified financial services powerhouse that delivers greater value for customers and shareholders. I want to offer my sincere thanks to the shareholders of both companies for approving the transaction on July 30.

This merger of equals was the right decision at the right time given the huge opportunity facing our industry. More than 4 million Americans are reaching retirement age every year, a massive $100 trillion wealth transfer from older generations is expected by mid-century, and the life insurance “protection gap” remains significant with 100 million Americans expressing a need for coverage.

The merger is expected to create a firm with all the attributes needed to create sustained value:

Scale: We expect to be the #1 life and annuity company by U.S. earnings. We believe our scale will give us a lower cost of capital, greater efficiency, better customer solutions, and the ability to invest more while attracting top talent.

Distribution: We expect to have a large and formidable multi-channel distribution ecosystem, which would allow us to reach the broadest possible customer base.

Diversification: Our sources of income are expected to be better balanced across spread income, fee income, and underwriting margins.

Growth: We believe our integrated business model will allow us to capture the full value chain, from distribution to manufacturing and asset management. The combined firm is expected to have 12 million customers. Our aspiration is to double that.

Financial performance: On a pro forma basis, by year end 2027, we expect the combined firm will generate more than $5 billion of earnings*, $4 billion of cash** and a 15% return on equity***.

We are making excellent progress toward the closing of the merger. We jointly launched an Integration & Transformation Office to coordinate all merger-related activity and ensure we are ready to execute with operational excellence.

We have made decisions on the top three leadership levels of the new organization. Having been in this business for more than 35 years, I truly believe we are building the best team in the industry.

Finally, the regulatory review process is proceeding as expected. We continue to anticipate that we will close the transaction around year-end and be ready to hit the ground running in 2027.

Winning with Customers

The foundation of our success – for Corebridge and the combined company – is putting the customer at the center of everything we do.

As one of my first acts as CEO, I created a new strategic pillar for Corebridge called “Win with Customers,” which we announced on my first earnings call in February.

In March of this year, we launched a Customer Council steered by the Executive Leadership Team (“ELT”) and comprised of cross-functional senior leaders from across the company. They are showcasing key initiatives, sharing best practices, identifying quick wins, and above all, ensuring we maintain a customer-first mindset. With ELT sponsorship, we also established a Customer Champions network representing every business and function to ensure this work is embedded across the company.

As I said on that first earnings call, we’re making needed investments in digital capabilities to improve customer experience.

In Individual Retirement, we’ve adopted paperless carrier-to-carrier annuity transfers, which has reduced processing times from as much as a month to less than a week, and we’ve launched a new status tracker that allows financial professionals to assess where an application is in the process in real time. By streamlining the tools and processes advisers use every day, we’re freeing them up to spend more time focusing directly on their customers.

In Life, we’re implementing a modern new-business acquisition platform. Our goal is an industry-leading experience that increases fully digital submissions, speeds up suitability checks, and boosts the percentage of policies issued in 30 minutes or less.

And in Group Retirement, we’re implementing a new payroll platform that makes it easier for plan sponsors to integrate their data with us, and we’ve launched a new wealth-management digital experience that allows clients to seamlessly navigate their relationship with us while staying connected with their adviser.

Our Path Forward

I hope you share my tremendous excitement about the future of our company. Externally, powerful demographic tailwinds create a historic customer need for the differentiated solutions we are uniquely positioned to provide. Internally, our team is inspired by our mission. Coupled with our customer-first mindset and emphasis on becoming the easiest company to do business with, this should enable us to capture a significant share of that opportunity.

The result is expected to be a company that delivers market leading customer satisfaction and significant growth in revenue, earnings, cash, and shareholder value.

Thank you for putting your trust in us to take this great company to new heights.

Best regards,

Marc Costantini

President and Chief Executive Officer

*Reflects combined adjusted after-tax earnings based on 2027E consensus estimates plus run-rate synergies,excluding transaction adjustments. This is a non-GAAP financial measure used by Corebridge. For more information, see Appendix A.

**Pro forma free cash flow generation reflects annual cash flow generated from insurance dividends and non-insurance operations; based on stated guidance and consensus estimates for both companies (2027E) plus run rate synergies. This is a non-GAAP financial measure used by Corebridge. For more information, see Appendix A.

*** Reflects estimated pro forma adjusted return on average equity with Corebridge as accounting acquiror. This is a non-GAAP financial measure used by Corebridge. For more information, see Appendix A.

A Letter from Our Board Chair

CRBG Governance Highlights

One of the top priorities of any Board of Directors is talent succession. In conducting the CEO succession planning at Corebridge, the Board engaged in a careful, rigorous process. In Marc, we identified a highly skilled executive with over 35 years of industry experience across virtually every aspect of the business: strategy, product innovation, digital solutions, corporate development, operations, finance, distribution and risk management. We were impressed with Marc’s strong customer orientation and passion for profitable growth, and we are already seeing his impact on the company’s strategy and direction.

Even as we look to the future, the Board has continued to evolve its oversight of Corebridge in the present.

Our Compensation and Management Development Committee, as well as our Nominating and Corporate Governance Committee, are now comprised entirely of independent directors.

Central to our oversight mission, we also established a Risk Committee to oversee the company’s enterprise risk management framework. The Risk Committee is focused on the framework set by management to identify, assess, measure and manage key risks facing the business: market conditions, liquidity, credit, business and operations, catastrophes, legal and regulatory, technology, data privacy and cybersecurity.

In addition to Marc, we’ve welcomed four new highly qualified members to the Board.

Keith Gubbay, Tomohiro Yao, and Hirotaka Inoue – all independent directors – were appointed by Nippon in connection with its investment in the company. In addition to serving on the full board, Keith serves on the Risk Committee, and Yao-san serves on the Compensation and Management Development Committee and the Nominating and Corporate Governance Committee.

Colin J. Parris, also an independent director, joined the Audit Committee and the Nominating and Corporate Governance Committee.

The Board expects its directors to bring a broad range of skills, expertise and attributes, which align with our strategic priorities, while also reflecting diverse viewpoints, experiences and backgrounds. All of our Board members, new and incumbent, meet this high bar and contribute to the full Board’s strong oversight of the company.

In closing, and on behalf of the full Board, we believe the new company will be exceptionally well positioned to create additional stockholder value. By combining two customer-centric organizations, we expect that this transaction will create a powerhouse with the scale, distribution, talent and resources to be a leader across the Retirement, Life, Wealth and Asset Management businesses.

We welcome your input and appreciate your participation in our upcoming 2026 annual meeting, and we thank you for your investment in Corebridge and the trust you continue to place in us.

Alan Colberg

Chair of the Board

Notice of 2026 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 2026 annual meeting of stockholders (such meeting and any adjournment or postponement thereof, the “Annual Meeting”).

Annual Meeting Details

How to Vote

Proxies

The Board is soliciting proxies to be voted at the Annual Meeting on September 16, 2026, 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 August 5, 2026.

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 2026 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.

Stockholders will be able to examine a list of stockholders entitled to vote at the Annual Meeting on the virtual meeting website during the meeting or at our offices at 2919 Allen Parkway, L4-01 Woodson Tower, Houston, Texas 77019, during ordinary business hours for a period of 10 days prior to the Annual Meeting for any purpose germane to the meeting.

You do not need to attend the Annual Meeting to vote if you submit 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 2026 Annual Meeting of Stockholders to be held virtually via the internet on September 16, 2026.

This notice of 2026 Annual Meeting of Stockholders, the letters from our CEO and Chair to Stockholders, the Proxy Statement and our 2025 Annual Report are available free of charge at www.proxyvote.com.

2026 Proxy Statement

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