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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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Corebridge Financial, Inc. (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
(CUSIP Number) |
Yohei Miyanaga Nippon Life Insurance Company, 3-5-12 Imabashi, Chuo-ku Osaka, M0, 541-8501 1-332-250-4819 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/07/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Nippon Life Insurance Company | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
JAPAN
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
121,989,527.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
27.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 per share |
| (b) | Name of Issuer:
Corebridge Financial, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
2919 Allen Parkway, Woodson Tower, Houston,
TEXAS
, 77019. |
| Item 4. | Purpose of Transaction |
Item 4 is hereby amended and supplemented by the following.
On August 7, 2026, the Reporting Person entered into a purchase agreement pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the "10b5-1 Trading Plan"). Pursuant to the 10b5-1 Trading Plan, a broker dealer will make periodic purchases of up to an aggregate of 10,900,682 shares of Common Stock on behalf of Reporting Person. Purchases under the plan will commence upon the later to occur of (i) the end of the relevant cooling-off period and (ii) receipt of all necessary regulatory approvals (the "Effective Date"). The 10b5-1 Trading Plan shall terminate upon the earliest to occur of (i) the first date on which an aggregate of 10,900,682 shares of Common Stock have been acquired by the Reporting Person, (ii) the date that is 90 days following the Effective Date and (iii) the other termination conditions specified in the 10b5-1 Trading Plan.
The foregoing description of the 10b5-1 Trading Plan does not purport to be complete and is qualified in its entirety by the text of the 10b5-1 Trading Plan, which is attached as an exhibit to this Schedule 13D and incorporated herein by reference. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5 is hereby amended and restated by the following.
The information contained on the cover pages to the Schedule 13D is hereby incorporated by reference.
The amount of securities beneficially owned includes 121,956,256 shares of Common Stock held of record by the Reporting Person and 33,271 shares of Common Stock held of record by Nissay Asset Management Corporation ("NAMC"), a direct wholly owned subsidiary of the Reporting Person, which the Reporting Person may be deemed to beneficially own.
Based on a total of 445,768,608 shares of Common Stock outstanding as of June 22, 2026, as disclosed in the Definitive Merger Proxy on Schedule 14A filed by the Issuer on June 23, 2026. |
| (b) | The information contained on the cover pages to the Schedule 13D is hereby incorporated by reference. |
| (c) | None. |
| (d) | None. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Item 6 is hereby amended and supplemented by the following:
Item 4 summarizes certain provisions of the 10b5-1 Trading Plan and is incorporated herein by reference. A copy of the 10b5-1 Trading Plan is attached as an exhibit to this Schedule 13D, and incorporated by reference herein.
Except as set forth herein, the Reporting Person does not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies. | |
| Item 7. | Material to be Filed as Exhibits. |
Item 7 is hereby amended and supplemented by the following.
6 Purchase Agreement, dated as of August 7, 2026, by and between Nippon Life Insurance Company and Goldman Sachs International.
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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