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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.

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.

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,

 

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.

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

 

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”).

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.

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

 

 

Corebridge Financial is one of the largest and most established providers of retirement solutions and life insurance products in the United States, with a long and proven track record of serving our clients. At Corebridge, we’re passionate about giving people the power to help them reach their financial goals.

We deliver an expansive portfolio of products to serve your unique needs. And 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.

At Corebridge, we believe no one achieves a financially secure future by accident—great things happen when people take action.

Corebridge operates through four business segments:

 

As previously disclosed on a Form 8-K filed with the SEC on March 26, 2026, Corebridge entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among Corebridge, Equitable Holdings, Inc., a Delaware corporation (“Equitable”), Mountain Holding, Inc., a newly formed Delaware corporation and wholly-owned subsidiary of Corebridge (“HoldCo”), Marcy Holding, Inc., a newly formed Delaware corporation and a wholly-owned subsidiary of HoldCo (“Equitable Merger Sub”), and Palisade Holding, Inc., a newly formed Delaware corporation and a wholly-owned subsidiary of HoldCo (“Corebridge Merger Sub”). Corebridge and Equitable have agreed, subject to the terms and conditions of the Merger Agreement, to effect an all-stock merger transaction to combine their respective businesses by: (a) Corebridge Merger Sub merging with and into Corebridge, with Corebridge surviving such merger as a wholly-owned subsidiary of HoldCo (the “Corebridge Merger”); (b) immediately following the consummation of the Corebridge Merger, Equitable Merger Sub merging with and into Equitable, with Equitable surviving such merger as a wholly-owned subsidiary of HoldCo (the “Equitable Merger” and, together with the Corebridge Merger, the “Mergers”); and (c) as of the closing of the Mergers, changing the name of HoldCo to “Equitable Holdings, Inc.” The Merger Agreement and the consummation of the transactions contemplated by the Merger Agreement have been unanimously approved by the boards of directors of both companies. On July 30, 2026, stockholders of both Corebridge and Equitable voted to approve all stockholder proposals necessary to complete the merger transaction at their respective special stockholder meetings. In order to allow for Corebridge to hold a special stockholder meeting on July 30, 2026, to consider and vote on the merger transaction, the Board determined to hold the Annual Meeting on September 16, 2026 rather than in June as in prior years. If the merger transaction is completed prior to the 2027 annual meeting of stockholders, the 2026 Annual Meeting will be the final annual meeting of Corebridge.

This summary highlights information contained in this Proxy Statement. It does not contain all of the information you should consider in making a voting decision, and you should carefully read the entire Proxy Statement before voting. For the meaning of capitalized terms or acronyms used and not otherwise defined in the Proxy Statement, please see Appendix B.

We are committed to effective corporate governance practices that are designed to maintain high standards of oversight, accountability, integrity and ethics while promoting the long-term interests of our stockholders. The Board regularly evaluates our policies to ensure that they meet our commitment to such high standards. The following timeline summarizes some of the key actions and milestones that occurred since the beginning of 2025.

 

 

 

 

 

 

We believe the makeup of the Board is currently well-balanced among independent and affiliated directors that collectively bring their diverse perspectives and skills to the boardroom. As our Board’s composition has evolved, so too have our corporate governance practices. The following table illustrates our current governance practices, including new practices since the date of our 2025 annual meeting of stockholders (“2025 Annual Meeting”).

Key Governance Highlights

 

We maintain strong corporate governance practices related to our compensation programs as described below.

Our NEOs’ direct compensation is designed to give appropriate weighting to fixed and variable pay, short-term and long-term performance.

 

 

The following table provides a description of each element of our NEOs’ compensation in 2025.

The Board has nominated eleven individuals for election at the Annual Meeting. Each director elected at the Annual Meeting will serve until our 2027 annual meeting of stockholders and until their successor is elected and qualified or until their earlier resignation or removal, provided that if the merger transaction is completed, their term will expire at the effective time of the merger transaction. Each of the director nominees is a current member of the Board and has consented to being named as a nominee and to serve on the Board if elected. Our Board does not anticipate that any of our director nominees will be unable to serve as a director. If, at the time of the Annual Meeting, any nominee is unable to serve or for good cause will not serve as a director, the discretionary authority provided in the enclosed proxy will be exercised to vote for a substitute candidate designated by the Board, unless the Board chooses to reduce its own size.

The Board believes that, if elected, the nominees will continue to provide effective oversight of our business and continue to advance our stockholders’ interests by drawing upon their collective qualifications, skills, experience and attributes, as summarized below.

♦ Indicates a new director since our 2025 Annual Meeting.

We believe it is essential to have a qualified group of directors with an appropriate mix of skills, experience and attributes to oversee our business. On an ongoing basis, we consider the composition of our Board, taking into account the characteristics and qualifications of our directors and our evolving strategic objectives. This section describes various considerations related to the election of directors.

The size and composition of the Board will be based on the following considerations:

In addition to the above, under the Blackstone Stockholder’s Agreement, Blackstone has the right to designate one member to our Board, subject to maintaining specified ownership requirements. Mr. Dellaert currently serves as the Blackstone designee.

Pursuant to the Nippon Stockholder’s Agreement, until the date that the share ownership percentage of Nippon is less than 5%, Nippon has the right to designate a number of directors (each, a “Nippon Designee”) equal to (a) the product of the total number of directors multiplied by (b) the share ownership percentage of Nippon, with such number of directors rounded down to the nearest whole number. Messrs. Gubbay, Inoue and Yao currently serve on the Board as Nippon Designees.

On March 23, 2026, AIG waived its right under the Separation Agreement and the Separation Agreement Amendment to designate any members of the Board, resulting in a decrease of the number of Board members designated by AIG to zero from one.

On March 25, 2026, the Board decreased the size of the Board to eleven from thirteen members. As a result of such reduction in the size of the Board, Nippon was entitled to designate only two Nippon Designees to the Board pursuant to the terms of the Nippon Stockholder’s Agreement.

On March 25, 2026, our Board determined that it was in the best interest of the Company and its stockholders to grant Nippon a waiver in respect of the Board designation provisions of the Nippon Stockholder’s Agreement (until such time as revoked by the Board in its discretion) (the “Waiver”), so that Nippon will continue to have three, rather than two, Nippon Designees on the Board.

A director holds office until the annual meeting of stockholders next succeeding his or her election and until a successor is elected and qualified or until his or her earlier resignation or removal. The Board does not believe that term limits are appropriate, as term limits may result in the loss of long-serving directors who over time have developed unique and valuable insights into Corebridge’s business and therefore can provide a significant contribution to the Board.

In addition, our Corporate Governance Guidelines require that directors retire at the annual meeting after reaching age 75. The Board, in consideration of the recommendation of the Nominating and Corporate Governance Committee, may waive this limitation for any director for a period of one year, if it is deemed to be in the best interests of Corebridge.

The By-laws provide that, in uncontested elections, director nominees must receive the affirmative vote of a majority of the votes cast to be elected (meaning the number of shares voted “for” a nominee must exceed the number of shares voted “against” such nominee). An “uncontested election of directors” means an election of directors in which the number of director nominees does not exceed the number of directors to be elected by the stockholders at that election. Only votes cast “for” or “against” a director nominee will be considered.

Under the By-laws and Corporate Governance Guidelines, each director nominee is required to submit an irrevocable resignation from the Board that would become effective upon: (1) the failure of the nominee to receive the required vote at the Annual Meeting and (2) the Board’s acceptance of the resignation. If a nominee fails to receive the required vote, the Board will accept the resignation unless the Board determines that the best interests of Corebridge would not be served by doing so.

 

The Nominating and Corporate Governance Committee recommends to the Board director candidates for nomination and election at the annual stockholder meeting or for appointment to fill vacancies, subject to any obligations and procedures governing the nomination of directors to the Board that may be set forth in any stockholders’, investors’ rights or other applicable agreement to which Corebridge is a party.

Our Nominating and Corporate Governance Committee regularly reviews with our Board the essential skills and experiences that are most important in evaluating potential and existing directors as well as the composition of the Board and its Committees. Our Nominating and Corporate Governance Committee and Board determined that the following key skills and experiences are essential for effective oversight given the Company’s business and strategy.

We believe our nominees’ varied and complementary skills, experiences, viewpoints and backgrounds promote a well-functioning, highly-qualified Board to provide appropriate guidance and independent oversight. In the nominees’ biographies beginning on page 20 — as well as the summary graphic below — we highlight each nominee’s key skills, experience and areas of expertise.

The Nominating and Corporate Governance Committee will consider candidates for Board membership proposed by stockholders, including pursuant to the provisions of our By-laws, and will evaluate such candidates in the same manner as other candidates identified by or submitted to the Board. Stockholders may propose director nominees for consideration by the Board by complying with the procedures and requirements in the By-laws or by submitting names and supporting information to:

All stockholder recommendations as to possible Board members must comply with the information and timing requirements set forth in the By-laws.

Our By-laws also permit eligible stockholders to include their own director nominees in our proxy statement for the annual meeting. The Board believes proxy access is an additional mechanism for Board accountability and for ensuring that director nominees are supported by our long-term stockholders.

Under the proxy access provision of the By-laws, a stockholder, or a group of up to 20 stockholders, owning three percent or more of Common Stock continuously for at least three years may nominate and include in Corebridge’s annual meeting proxy materials director nominees constituting up to the greater of two individuals or twenty (20) percent of the Board, so long as the stockholder(s) and the nominee(s) satisfy the requirements specified in the By-laws. Qualifying stockholders who wish to submit director nominees for election at the 2027 annual meeting of stockholders pursuant to the proxy access by-law may do so in compliance with the procedures described in “Stockholder Proposals for the 2027 Annual Meeting.” Note, however, that, Corebridge will hold the 2027 annual meeting of stockholders only if the merger transaction has not already been completed by the date for which the 2027 annual meeting of stockholders is scheduled.

The Board has nominated for election to the Board the eleven individuals presented below in “—Director Nominee Information.”

NYSE listing standards require that we have a majority of independent members on our Board and that our Audit Committee, Compensation and Management Development Committee and Nomination and Corporate Governance Committee consist only of independent members. A significant majority of our Board is comprised of independent board members. Our Audit Committee, Compensation and Management Development Committee and Nominating and Corporate Governance Committee are fully independent Committees in accordance with NYSE listing standards.

The Board, in coordination with the Nominating and Corporate Governance Committee, has assessed the independence of each director nominee and each of the members of the Board who served for all or a portion of 2025 and determined that Mr. Bousa, Mr. Colberg, Mr. Gubbay, Mr. Kimura (who resigned from

the Board effective April 20, 2026), Ms. Leone, Mr. Lynch, Dr. Parris, Ms. Schioldager and Mr. Yao do not have a material relationship with the Company and are independent under the NYSE listing standards. The Board also determined that Mr. Inoue, who was elected as a director of the Company effective April 21, 2026, is independent under such standards.

The Board’s assessment of independence considers all known relevant facts and circumstances about the relationships bearing on the independence of a director or nominee. The Board reviews these relationships to assess their materiality and determine if any such relationship would impair the independence and judgment of the relevant director.

In making the independence determinations, the Board considered the following relationships in determining that certain director nominees are independent: