Corebridge Financial, Inc.

Risks Relating to the Proposed Mergers

The completion of the Mergers is subject to a number of conditions, including stockholder approvals, and, if these conditions are not satisfied or waived, the Mergers may not be completed within the expected time frame or at all.

The completion of the Mergers is subject to the satisfaction or waiver of certain conditions, including: (a) the approval of the merger agreement and the Corebridge Merger by the affirmative vote of the holders of a majority of the outstanding shares of our common stock entitled to vote thereon at the Corebridge special stockholder meeting; (b) the approval of the merger agreement and the Equitable Merger by the affirmative vote of the holders of a majority of the outstanding shares of Equitable common stock entitled to vote thereon at the Equitable special stockholder meeting; (c) the approval for listing on the New York Stock Exchange, subject to official notice of issuance, of shares of New Equitable common stock, Series 1-A New Equitable Preferred Stock and Series 1-C New Equitable Preferred Stock issuable in accordance with the merger agreement; (d) the receipt of requisite regulatory approvals or clearances, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, approvals from insurance regulators in Arizona, Colorado, Missouri, New York, Texas and Vermont and approvals of certain other domestic and foreign regulators; (e) the absence of governmental restraints or prohibitions preventing the consummation of either of the Mergers; (f) the effectiveness of the Registration Statement on Form S-4 and absence of any stop order or proceeding by the Securities and Exchange Commission suspending such effectiveness, unless subsequently withdrawn; (g) the receipt by each party of a tax opinion, in form and substance reasonably satisfactory to such party, providing that the Mergers, taken together, will qualify as a transaction described in Section 351 of the Internal Revenue Code of 1986; and (h) the consent of Equitable clients representing 75% of Equitable’s annualized investment advisory, investment management, subadvisory and other similar recurring fees as of February 26, 2026 to the “assignment” (as defined in the Investment Advisers Act of 1940) of their advisory contracts.

The obligation of each of Corebridge and Equitable to consummate the Mergers is also conditioned on, among other things, (i) the truth and correctness of the representations and warranties made by the other party as of the Closing date (subject to certain “materiality” and “material adverse effect” qualifiers), (ii) each of Corebridge, Equitable, New Equitable, Corebridge Merger Sub and Equitable Merger Sub having performed or complied in all material respects with the obligations required to be performed or complied with by it under the merger agreement at or prior to the Closing and (iii) no “material adverse effect” having occurred with respect to either Corebridge or Equitable that is continuing.

There can be no assurance that the conditions to the completion of the Mergers will be satisfied or waived on a timely basis or at all. In addition, no assurance can be given as to the terms, conditions and timing of any approvals or clearances. Any delay in completing the Mergers could cause the parties not to realize, or to be delayed in realizing, some or all of the benefits that the parties expect to achieve in the Mergers. If the conditions to the completion of the Mergers are not satisfied or waived, the Mergers may not be completed within the expected time frame or at all.

While the Mergers are pending, we will be subject to business uncertainties.

The Mergers will happen only if the stated conditions are satisfied or waived, including, among others, the approval of the merger agreement and the Corebridge Merger by the affirmative vote of the holders of a majority of the outstanding shares of our common stock entitled to vote thereon at the Corebridge special stockholder meeting and the approval of the merger agreement and the Equitable Merger by the affirmative vote of the holders of a majority of the outstanding shares of Equitable common stock entitled to vote thereon at the Equitable special stockholder meeting.

Corebridge | First Quarter 2026 Form 10-Q 122

Many of the conditions are outside our control, and both we and Equitable have certain rights to terminate the merger agreement. Uncertainty regarding the outcome of the Mergers or our prospects could disrupt our business relationships with our customers, distributors, vendors, landlords and other strategic or business partners, who may attempt to negotiate changes to existing business relationships, consider entering into business relationships with parties other than us or seek to delay or defer entering into contracts or other commercial arrangements with us, which could have a material adverse effect on our business, results of operations and financial condition, regardless of whether the Mergers are ultimately completed. Such uncertainty could also adversely affect our ability to recruit and retain key personnel and other employees.

The merger agreement contains pre-closing covenants that requires each of us and Equitable to conduct our respective businesses in all material respects in the ordinary course of business, and restricts what we can do prior to completion of the Mergers, including, during the pendency of the Merger, our ability to pursue strategic transactions, undertake certain significant financing transactions and other actions, even if such actions would prove beneficial and may cause us to forgo certain opportunities we might otherwise pursue.

We have expended, and continue to expend, significant management time and resources in an effort to complete the Mergers, which may have a negative impact on our ongoing business and operations.

Litigation filed in connection with the Mergers could prevent or delay the consummation of the mergers or result in the payment of damages following completion of the Mergers.

Lawsuits in connection with the Mergers may be filed against us, Equitable, New Equitable, Corebridge Merger Sub or Equitable Merger Sub and their respective directors and officers, which could prevent or delay the consummation of the Mergers, divert management’s attention and resources, and result in additional costs to us. The ultimate resolution of any lawsuits is uncertain, and an adverse ruling in any such lawsuit may cause the Mergers to be delayed or not to be completed, which could cause us not to realize some or all of the anticipated benefits of the Mergers. The defense or settlement of any lawsuit or claim that remains unresolved at the time the Mergers are consummated may adversely affect New Equitable’s business, results of operations, financial condition and cash flows.

Failure to complete the Mergers could adversely affect us, including in the event we are required to pay the termination fee.

We or Equitable may terminate the merger agreement under specified circumstances, including, among others, if the Mergers are not completed by December 26, 2026 (subject to two automatic three-month extensions in certain circumstances, pursuant to the terms of the merger agreement). In addition, the merger agreement provides for the payment by us to Equitable, or vice versa, of a termination fee of $475,000,000 under specified circumstances. If we are required to pay the termination fee, we may be required to use available cash that would have otherwise been available for general corporate purposes or other uses, which may materially and adversely affect our business, results of operations and financial condition.

If the Mergers are not completed, our ongoing business may be adversely affected and will be subject to certain risks, including, among others, the following:

•the market price of our common stock (which may reflect a market assumption that the Mergers will be completed) may decline, or we may experience other negative reactions from the financial markets;

•we will have incurred, and may continue to incur, significant expenses for professional services and other transaction costs in connection with the Mergers for which we will have received little or no benefit if the Mergers are not completed;

•we may experience negative reactions from our customers, business partners, regulators and employees;

•failure to complete the Mergers may result in negative publicity or result in a negative impression of us in the investment community and with policyholders and other stakeholders; and

•matters relating to the Mergers require substantial commitments of time and resources by our management, which would otherwise have been devoted to day-to-day operations and other opportunities that may have been beneficial to us.

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 2025 Form 10-K.

Corebridge | First Quarter 2026 Form 10-Q 123

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 March 31, 2026:

*Excludes excise tax of $12.5 million due to the Inflation Reduction Act of 2022 for the three months ended March 31, 2026.

On May 4, 2023, our Board of Directors authorized a $1.0 billion Share Repurchase Program (“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 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 Program may be terminated, increased or decreased by the Board of Directors at any time.

Under the Program, 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 February 12, 2026, we purchased an aggregate of approximately $750 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. 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. Pursuant to the terms of the Mergers and until the Closing or the termination of the parties’ merger agreement, Corebridge is restricted from repurchasing shares of Corebridge Parent common stock without the written pre-approval of Equitable. On April 15, 2026, we announced that in consultation with representatives of Equitable, we are exploring undertaking repurchases of our common stock prior to the Closing including during the period from the filing with the SEC of the preliminary proxy statement/prospectus relating to the Mergers until the commencement of mailing of such preliminary proxy statement/prospectus. There can be no assurance that we will determine to make such share repurchases during the above noted time period and if undertaken, the volume, pricing, timing and method of repurchases of shares of our common stock will be at our discretion.

During the three months ended March 31, 2026, Corebridge Parent repurchased approximately 41 million shares of Corebridge Parent common stock, par value $0.01 per share, for an aggregate purchase price of $1.3 billion, pursuant to the Program.

As of March 31, 2026, approximately $1.3 billion remained under the Program authorizations.

For additional information related to share repurchases see Note 16 to the Condensed Consolidated Financial Statements.