CRBG 10-K & 10-Q changes, risk factors and insider trading
Corebridge Financial, Inc. (also CRBD) · NYSE · Life Insurance · CIK 1889539 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “We have outstanding Series A Preferred Stock which may limit our ability to pay dividends.”
Removed heading “We are subject to the risk of declining real estate values which can impact the value of real estate equity, mortgage loans, structured securities and other assets.”
Removed heading “ITEM 1A | Risk Factors”
Removed heading “We are exposed to risk from our agreements with Fortitude Re.”
Removed heading “ITEM 1A | Risk Factors”
Removed heading “We face intense competition in each of our business lines and technological changes may present new and intensified challenges to our business.”
Removed heading “Catastrophes, including those associated with climate change and pandemics, may adversely affect our business and financial condition.”
Removed heading “Our productivity improvement initiatives may not yield our expected expense reductions and improvements in operational and organizational efficiency.”
Removed heading “We rely on exemptions from certain NYSE corporate governance requirements.”
Removed heading “Fulfilling our obligations incident to being a public company, including with respect to the requirements of and related rules under the Sarbanes-Oxley Act of 2002, and the Dodd-Frank Act, is expensive and time-consuming.”
Largest changes
“Furthermore, certain of our internal and business operations are subject to laws and regulations enacted by U.S. federal and state governments, foreign governments, data protection authorities and various self-regulatory organizations and exchanges relating to the privacy and security of personal data of clients, employees or others and the security of information systems and non-public information (“Privacy and Information Security Laws”). …”see in full comparison
“Adverse economic conditions may result from a variety of factors, including domestic and global economic and political developments, including elevated interest rates, plateauing or decreasing economic growth and business activity, recessions, or the increased likelihood of recessions, trade disputes with other countries (including the effect of sanctions and trade restrictions, such as tariffs and trade barriers imposed by the United States governments and any countermeasures imposed by other governments in response to such tariffs), social inflation, inflationary or deflationary pressures …”see in full comparison
“Adverse economic conditions may result from a variety of factors, including domestic and global economic and political developments, including elevated interest rates, plateauing or decreasing economic growth and business activity, recessions, social inflation, inflationary or deflationary pressures in developed economies, including the United States, pressures on the commercial real estate market, recent stress in the banking sector, civil unrest, geopolitical tensions or military action, such as the ongoing armed conflicts between Ukraine and Russia and in the Middle East, and new or …”see in full comparison
“We have developed and continue to enhance enterprise-wide risk management policies, standards and procedures to identify, monitor and mitigate risk to which we are exposed. Our risk management policies, standards and procedures may not be sufficiently comprehensive and may not identify or adequately protect us from every risk to which we are exposed. Many of our methods of identifying, measuring, underwriting and managing risks are based upon our study and use of historical market, applicant, customer, employee and bad actor behavior or statistics based on historical models. …”see in full comparison
“Furthermore, as a company with certain operations outside of the U.S. and with certain vendors, service providers and customers in non-U.S. jurisdictions, we are subject to myriad regulations that govern items such as sanctions, bribery and anti-money laundering, for which failure to comply could expose us to significant penalties. The USA PATRIOT Act of 2001 requires companies to know certain information about their clients and to monitor their transactions for suspicious activities. …”see in full comparison
“Furthermore, as a company with certain operations outside of the U.S. and with certain vendors, service providers and customers in non-U.S. jurisdictions, we are subject to myriad regulations that govern items such as sanctions, bribery, anti-money laundering and data transfers, for which failure to comply could expose us to significant penalties. The USA PATRIOT Act of 2001 requires companies to know certain information about their clients and to monitor their transactions for suspicious activities. …”see in full comparison
Full comparison: every changed paragraph (125)
•the deterioration of economic conditions, an economic slowdown or recession, changes in market conditions, weakening in capital markets, volatility in equity markets, inflationary pressures, pressures on the commercial real estate market, and geopolitical tensions, including the ongoing armed conflicts between Ukraine and Russia and in the Middle Easttensions;
•uncertainty and unpredictability related to our reinsurance agreements with Fortitude Re and itsthe reinsurers’ performance of itstheir obligations under these agreements;
•the impact of risks associated with our arrangement with Blackstone IM,Blackstone, BlackRock or any other asset manager we retain, including their historical performance not being indicative of the future results of our investment portfolio and the exclusivity of certain arrangements with Blackstone IM;
•our inability to maintain the availability of critical technology systems and the confidentialityconfidentiality, integrity and availability of our data, including challenges associated with a variety of privacy and information security laws;
•scrutiny and evolving expectations from investors, regulators, customers and other stakeholders regarding environmental, social and governance matters;
•the intense competition we face in each of our business lines and the technological changes, including the use of AI, that may present new and intensified challenges to our business;
•catastrophes, including those associated with climate change and pandemics;
•the ineffectiveness of our productivity improvement initiatives in yielding our expected expense reductions and improvements in operational and organizational efficiency;
•theour significantrelationships influencewith thatAIG, AIGNippon and Nippon have over usBlackstone and conflicts of interests arising due to such relationships;
•risks associated with the Tax Matters Agreement with AIG and our potential liability for U.S. income taxes of the entire AIG Consolidated Tax Group for all taxable years or portions thereof in which we (or our subsidiaries) were members of such group; and
•the risk that anti-takeover provisions could discourage, delay, or prevent our change in control, even if the change in control would be beneficial to our shareholders; andshareholders.
•challenges related to compliance with applicable laws incident to being a public company, which is expensive and time-consuming.
Changes in interest rates have had, and could continue to have a material adverse effect on the value of our investment portfolio. For example, increasesIncreases in interest rates have impacted our investment portfolio in the past by decreasing the estimated fair values of the fixed income securities that constitute a substantial portion of our investment portfolio. This in turn has increased and could continue to increase the unrealized loss positions in our portfolio and adversely affect our ability to realize associated deferred tax assets, therebyand materially and adversely affecting our business, results of operations, financial condition and liquidity.
•changes in certain statutory reserve or capital requirements that are based on formulas or models that consider interest rates or prescribed interest rates, such as cashasset flow testingadequacy reserves;
Conversely, sustained low interest rates that we have experienced through early 2022 have negatively affected, and could in the future negatively affect, the performance of our investments and have reduced, and could in the future reduce, the level of investment income earned on our investment portfolios, resulting in net investment spread compression. We may experience lower investment income as well as lower sales of new products and policies when a low or declining U.S. interest rate and credit spread environment persists, and/or interest rates turn or, in certain circumstances, remain negative across various global economies. For example, low interest rate environments have negatively affected, and may in the future negatively affect, sales of interest rate sensitive products in our industry and have negatively impacted, and in the future may negatively impact, the profitability of our existing business as we reinvest cash flows from investments, including cash flows due to calls and prepayments of fixed-rate securities and mortgage loans, at rates below the average yield of our existing portfolios. As a result of such low interest rates in the past, we de-emphasized sales of interest-sensitive products in our Life Insurance segment.
Credit spreads also affect our variablespread annuity business. Widening credit spreads would reduce the value of certain bonds held within policyholder funds, decreasing the account value of affected annuity contracts and negatively impacting the fee income we earn.income. Tightening credit spreads would reduce the investment yields available on new asset purchases. Both widening or tightening credit spreads could potentially increase statutory reserve requirements and, in turn, reducingreduce statutory surplus. Although these effects on bond valuation, investment yields and reserve impacts could run in offsetting directions for either credit spread widening or tightening, it is possible for one of them to outweigh the others under certain market conditions.
Weakness in economic conditions and capital market volatilityvolatility, in the United States and globally, have in the past led to, and may in the future lead to, among other consequences, a poor operating environment, erosion of consumer and investor confidence, reduced business volumes, deteriorating liquidity of assets, declines in asset valuations, increased levels of credit losses and impairments, and impacts on policyholder behavior that could influence reserve valuations. Further, if our investment managers, including Blackstone IM and BlackRock, or any other asset managers we engage fail to react appropriately to difficult market or economic conditions, our investment portfolio could incur material losses.
•increased likelihood of, or increased magnitude of, asset impairments caused by market fluctuations, deterioration in collateral values, or credit deterioration of borrowers; and
•a downgrade in our IFS ratings or credit ratings; and
Adverse economic conditions may result from a variety of factors, including domestic and global economic and political developments, including elevated interest rates, plateauing or decreasing economic growth and business activity, recessions, or the increased likelihood of recessions, trade disputes with other countries (including the effect of sanctions and trade restrictions, such as tariffs and trade barriers imposed by the United States governments and any countermeasures imposed by other governments in response to such tariffs), social inflation, inflationary or deflationary pressures in developed economies, including the United States, pressures on the commercial real estate market, civil unrest, geopolitical tensions or military action, and new or evolving legal and regulatory requirements on business investment, hiring, migration, labor supply and global supply chains. These and other market, economic, regulatory and political factors, including the prolonged effects of elevated inflation and macroeconomic uncertainty, in the United States and globally, could have a material adverse effect on our business, results of operations, financial condition, capital and liquidity in many ways, including:
Adverse economic conditions may result from a variety of factors, including domestic and global economic and political developments, including elevated interest rates, plateauing or decreasing economic growth and business activity, recessions, social inflation, inflationary or deflationary pressures in developed economies, including the United States, pressures on the commercial real estate market, recent stress in the banking sector, civil unrest, geopolitical tensions or military action, such as the ongoing armed conflicts between Ukraine and Russia and in the Middle East, and new or evolving legal and regulatory requirements on business investment, hiring, migration, labor supply and global supply chains. These and other market, economic, regulatory and political factors, including the prolonged effects of elevated inflation and macroeconomic uncertainty could have a material adverse effect on our business, results of operations, financial condition, capital and liquidity in many ways, including:
In addition, a portion of our investment portfolio is at risk from falling real estate values including real estate equity, residential and commercial mortgage loans on real estate, structured securities with underlying real estate collateral, and real estate investment trusts. General economic and business conditions in the real estate sector will influence the performance of these investments including the risk of declining equity values, loss of income, defaults, impairments, or other loss of market value, and could have a material adverse effect on our business, results of operations, liquidity or financial condition.
Equity market declines or market volatility have, and could continue to havehave, a material adverse effect on our investment returns, our business, results of operations, financial condition, capital and liquidity. For example, equity market declines or volatility have in the past and could in the future, among other things, decrease the asset value of our annuity, variable life and advisory and brokerage businesses which, in turn, would reduce the amount of revenue we derive from fees, including mortality and expense fees, and wealth management fees, charged on those account and asset values. WhileIn our variable annuity business is sensitive to interest rate and credit spreads, it is also highly sensitive to equity markets, and a sustained weakness or stagnation in equity markets could decrease our revenues and earnings with respect to those products and therefore our liquidity. At the same time, for annuity contracts that include guaranteed living benefits (“GLBs”),particular, equity market declines can increase the amount of our potential financial obligations related to suchannuity GLBs.contracts that include guaranteed living benefits (“GLBs”). Equity market declines and market volatility can negatively impact the value of and returns on our equity investments, including private equity which could in turn reduce the statutory surplus of certain of our insurance company subsidiaries.
Equity market declines and market volatility can negatively impact the value of and returns on our equity investments, including private equity which could in turn reduce the statutory surplus of certain of our insurance company subsidiaries.
We hedge certain risks associated with changes in equity market declineslevels and volatility. EquityChanges in equity market declineslevels and volatility. could increase the cost of executing GLB-related hedges beyond what was anticipated in the pricing of the contracts being hedged. This has resulted in the past, and may result in the future, in an increase in our potential financial obligations related to those contracts, net of any proceeds from our hedging strategies. We may not be able to effectively mitigate the equity market volatility of our portfolio. To the extent that we employ hedging strategies, we may not be able to fully mitigate equity market volatility with such hedges. We may sometimes choose based on economic considerations and other factors not to hedge and not to fully mitigate equity market volatility risks. Similarly, equity market declines have also impacted GMDBs which have also resulted in a decrease in revenues and increase in the amount of our potential financial obligation related to such GMDBs.
We are subject to the risk of declining real estate values which can impact the value of real estate equity, mortgage loans, structured securities and other assets.
A portion of our investment portfolio is at risk from falling real estate values including real estate equity, residential and commercial mortgage loans on real estate, structured securities with underlying real estate collateral, and real estate investment trusts. Although we manage credit risk and market valuation risk for our real estate assets through geographic, property type and product type diversification and asset allocation, general economic and business conditions in the real estate sector will influence the performance of these investments including the risk of declining equity values, loss of income, defaults, impairments, or other loss of market value. For example, these portfolios have in the past, and may in the future be, negatively impacted by work from home trends as well as significant changes in housing prices, interest rates and the availability of housing-related credits. These factors, which are beyond our control, could cause a decline in real estate values and have a material adverse effect on our business, results of operations, liquidity or financial condition.
For our business, establishment and ongoing calculations of reserves for future policy benefits and related reinsurance assets, as well as embedded derivatives and MRBs, is a complex process, with significant judgmental inputs, assumptions and modeling techniques, each of which may yield corresponding results that are inaccurate or incorrect. We make assumptions, including regarding mortality, morbidity, discount rates, persistency and policyholder behavior at various points, including at the time of issuance and in subsequent reporting periods. An increase in the valuation of the liability could result to the extent emerging and actual experience deviates from these assumptions. The inputs and assumptions used in connection with calculations of reserves for future policy benefits are inherently uncertain. Experience may develop adversely such that additional reserves must be established or the value of MRBs or embedded derivatives may increase. Adverse experience could arise out of a number of factors, including, but not limited to, a severe short-term event, such as a pandemic or unexpected changes to policyholder behavior during stressed economic periods, or due to mis-estimation of long-term assumptions such as mortality, interest rates, credit spreads, equity market levels and volatility and persistency assumptions. Certain variables, such as policyholder behavior, are difficult to estimate and can have a significant impact on future policy benefits, MRBs and embedded derivatives. We review and update actuarial assumptions at least annually, typically in the third quarter for reserves, MRBs and embedded derivatives. Additionally, we regularly carry out cashasset flowadequacy testing for statutory reporting. If actual experience or revised future expectations result in projected future losses, we may be required to record additional liabilities through a charge to policyholder benefit expense, Net realized gains or losses, or changes in MRBs in the then-current period, which could negatively affect our business, results of operations, financial condition and liquidity. For a further discussion of our loss reserves for future policy benefits and market risk benefits, see Notes 12 and 14 to the Consolidated Financial Statements.
We purchase and use third-party reinsurance as part of our overall risk management strategy. For example, our two largest reinsurance agreements are with Fortitude Re and CSLR. As of December 31, 2025, $24.1 billion of liabilities related to business written by us had been ceded to Fortitude Re and $5.0 billion of General Account liabilities and $45.2 billion of Separate Accounts liabilities related to business written by us had been ceded to CSLR, under reinsurance transactions.
We purchase third-party reinsurance and we use reinsurance as part of our overall risk management strategy. Reinsurers may attempt to increase rates with respect to our existing reinsurance arrangements, and their ability to increase rates depends upon the terms of each reinsurance contract and the market environment when we negotiate reinsurance arrangements for our in-force and new business. Attempts to increase reinsurance rates may lead to and have resulted in arbitration over the terms of the reinsurance contracts. An increase in reinsurance rates may affect the profitability of our insurance business. Additionally, such a rate increase may lead to and has resulted in a recapture of the business, which may result in a need for additional reserves and increase our exposure to claims. Reinsurance for new business may be more difficult or costly to obtain in the event of prolonged or severe adverse mortality or morbidity experience. We may, at certain times, be forced to incur additional costs for reinsurance or may be unable to obtain sufficient reinsurance on acceptable terms. In the latter case, we would have to accept an increase in exposure to risk and the increase in volatility of mortality experience on a going-forward basis, reduce the maximum policy size and amount of business written by our subsidiaries going forward or seek alternatives in line with our risk limits or a combination thereof.
Corebridge | 2024 Form 10-K 43
ITEM 1A | Risk Factors
•a change in laws and regulations or accounting principles, or in the interpretation of the laws and regulations or accounting principles, materially impacts a reinsurance transaction; or Corebridge | 2025 Form 10-K 44
We are exposed to risk from our agreements with Fortitude Re.
As of December 31, 2024, $24.9 billion of reserves related to business written by us had been ceded to Fortitude Re under reinsurance transactions. These reserve balances are fully collateralized pursuant to the terms of the reinsurance transactions. Our subsidiaries continue to remain primarily liable to policyholders under the business reinsured with Fortitude Re. As a result, if Fortitude Re is unable to successfully operate, or other issues arise that affect its financial condition or ability to satisfy or perform its obligations to our subsidiaries, we could experience a material adverse effect on our results of operations, financial condition and liquidity to the extent the amount of collateral posted in respect of our reinsurance receivable is inadequate. Further, as is customary in similar reinsurance agreements, upon the occurrence of certain termination and recapture triggers, our subsidiaries may elect or may be required, to recapture the business ceded under such reinsurance agreements, which would result in a substantial increase to our insurance liabilities and statutory capital requirements and may require us to raise capital to recapture such ceded business. These termination and recapture triggers include Fortitude Re becoming insolvent or being placed into liquidation, rehabilitation, conservatorship, supervision, receivership, bankruptcy or similar proceedings, certain regulatory ratios falling below certain thresholds, Fortitude Re’s failure to perform under the reinsurance agreements with us or its entry into certain transactions without receiving our consent. While we currently hold a less than 3% interest in, and are entitled to a seat on the board of FGH Parent, L.P., (“Fortitude Re Bermuda”), the indirect parent of Fortitude Re, our ability to influence Fortitude Re’s operations is limited.
AsSome theof our reinsurance transactions between us and Fortitude Rearrangements are structured as modifiedmodco coinsuranceagreements, (“modco”),such theas our arrangement with Fortitude Re. The manner in which we account for these reinsurance arrangements has led, and will continue to lead, to volatility in our results of operations. In modco arrangements, the investments supporting the reinsurance agreements, and which reflect the majority of the consideration that would be paid to the reinsurer for entering into the transaction, are withheld by, and therefore continue to reside on the balance sheet of, the ceding company (i.e., Corebridge insurance company subsidiaries) thereby creating an obligation for the ceding company to pay the reinsurer (i.e., Fortitude Re) at a later date. Additionally, as our applicable insurance company subsidiaries maintain ownership of these investments, we will maintain the existing accounting for these assets (e.g., the changes in fair value of available-for-sale securities will be recognized within OCI). Under the modco arrangement, our applicable insurance company subsidiaries have established a funds withheld payable to Fortitudethe Rereinsurers while simultaneously establishing a reinsurance asset representing reserves for the insurance coverage that Fortitudethe Rereinsurer has assumed. The funds withheld payable contains an embedded derivative and changes in fair value of the embedded derivative related to the funds withheld payable are recognized in earnings through realized gains (losses). This embedded derivative is considered a total return swap with contractual returns that are attributable to various assets and liabilities associated with these reinsurance agreements. As a result of changes in the fair value of the embedded derivative, we experience volatility in our GAAP net income.
Corebridge | 2024 Form 10-K 44
ITEM 1A | Risk Factors
Corebridge | 2025 Form 10-K 45
SpecificFurthermore, tothe ability of our insurance company subsidiaries, the abilitysubsidiaries to pay dividends, distributions or make other payments to Corebridge Parent depends on their ability to meet applicable regulatory standards and receive regulatory approvals, which are based in part on an insurance company subsidiary’s statutory income, capital and surplus and unassigned funds for the prior year. Changes in, or reinterpretations of, these regulatory standards could constrain the ability of our subsidiaries to pay dividends, distributions or make other payments in sufficient amounts and at times necessary to meet our obligations. Further, our subsidiaries have no obligation to pay amounts due on Corebridge Parent’s obligations or to make funds available to Corebridge Parent for such payments.
Corebridge | 2024 Form 10-K 45
Corebridge | 2025 Form 10-K 46
We have outstanding Series A Preferred Stock which may limit our ability to pay dividends.
Pursuant to the terms of our outstanding 6.875% Fixed Rate Reset Non-Cumulative Preferred Stock, Series A (“Series A Preferred Stock”), unless the full dividends for the latest completed dividend period on all outstanding Series A Preferred Stock have been declared and paid, or declared and a sum sufficient for the payment thereof has been set aside, then we will not, nor will we permit our subsidiaries to, declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any shares of common stock or other junior capital stock of Corebridge Parent or make any guarantee payments regarding any guarantee issued by us of securities of any of our subsidiaries if the guarantee ranks upon our liquidation on parity with or junior to the Series A Preferred Stock.
Corebridge | 2024 Form 10-K 46
Corebridge | 2025 Form 10-K 47
In addition, a downgrade of our long-term debt ratings by one or more of the major rating agencies, including related to changes in rating agency methodologies, could increase our financing costs and collateral requirements and limit the availability of financing, making it more difficult to refinance maturing debt obligations, and support business and investment strategies. Specifically, a downgrade of our or CRBGLH’sCorebridge Life Holdings, Inc.’s (“CRBGLH”) long-term debt ratings below specified levels may require us and CRBGLH to collateralize the principal amount outstanding under the CRBGLH notes and our junior subordinated debt at any given time, any related accrued and unpaid interest, and the net present value of future interest payments with respect to such debt. Such collateralization could materially and adversely affect our business, results of operations, financial condition and liquidity.
Corebridge | 2024 Form 10-K 47
Corebridge | 2025 Form 10-K 48
Corebridge | 2024 Form 10-K 48
Corebridge | 2025 Form 10-K 49
Differences between the change in fair value of the GAAPdirect MRBsand ceded MRBs, which may not fully offset each other due to differences in measurement assumptions, and embedded derivatives, as well as associated statutory and tax liabilities, and the value of the related hedging portfolio may occur and can be caused by movements in the level of equity, interest rate and credit markets, market volatility, policyholder behavior, and mortality/longevity rates that differ from our assumptions and our inability to purchase hedging instruments at prices consistent with the desired risk and return trade-off. In addition, we may sometimes choose not to hedge or fully mitigate these risks, based on economic considerations and other factors. The occurrence of one or more of these events has in the past resulted in, and could in the future result in, an increase in the fair value of liabilities associated with the guaranteed benefits without an offsetting increase in the value of our hedges, or a decline in the value of our hedges without an offsetting decline in our liabilities, thus reducing our results of operations and shareholders’ equity.
Our risk management strategy seeks to mitigate the potential adverse effects of changes in capital markets, specifically changes in equity markets, foreign exchange rates and interest rates on guarantees related to fixed index annuities, registered index-linked annuities and index universal life insurance, and liability guarantees associated with our GLBs for certain products such as fixed index annuities and fixed annuities. The strategy primarily relies on hedging strategies using derivatives instruments and, to a lesser extent, reinsurance.
Derivative instruments primarily composed of futures, swaps and options on equity indices and interest rates and portfolios of derivative instruments are an essential part of our hedging strategy and are selected to provide a measure of economic protection. We utilize a combination of short-term and longer-term derivative instruments to have a laddered maturity of protection and reduce rollover risk during periods of market disruption or higher volatility. We manage the potential credit exposure for derivative instruments through utilization of financial exchanges, ongoing evaluation of the creditworthiness of counterparties, the use of International Swaps and Derivatives Association, Inc. (“ISDA”) and collateral agreements, and other master netting agreements. For additional information on our derivative programs see see Note 9 to the Consolidated Financial Statements.
Our risk management strategy seeks to mitigate the potential adverse effects of changes in capital markets, specifically changes in equity markets, foreign exchange rates and interest rates on guarantees related to variable annuities, fixed index annuities, registered index linked annuities and index universal life insurance, and liability guarantees associated with our GLBs for certain products such as variable annuities, fixed index annuities and fixed annuities. The strategy primarily relies on hedging strategies using derivatives instruments and, to a lesser extent, reinsurance.
Derivative instruments primarily composed of futures, swaps and options on equity indices and interest rates and portfolios of derivative instruments are an essential part of our hedging strategy and are selected to provide a measure of economic protection. We utilize a combination of short-term and longer-term derivative instruments to have a laddered maturity of protection and reduce rollover risk during periods of market disruption or higher volatility. As of December 31, 2024, notional amounts on our derivative instruments totaled $229 billion. We manage the potential credit exposure for derivative instruments through utilization of financial exchanges, ongoing evaluation of the creditworthiness of counterparties, the use of International Swap and Derivative Association, Inc. (“ISDA”) and collateral agreements, and other master netting agreements.
In addition, we can, in certain circumstances, be held responsible for the actions of our third-party distributors in connection with their marketing and sale of our products, including the security of their operations and their handling of confidential information and personal data, in a manner that is deemed not compliant with applicable laws and regulations. This risk is particularly acute because a majority of our distribution occurs through unaffiliated distributors, over whom we lack direct oversight or control of how our products are sold, notwithstanding our risk assessment, training, and compliance programs. Further, misconduct by employees, agents and representatives of our broker-dealer subsidiaries in the sale of our products could also result in regulatory investigations, sanctions or violations of laws by us or our subsidiaries. The precautions we take to prevent and detect the foregoing activities may not be effective.
In addition, we can, in certain circumstances, be held responsible for the actions of our third-party distributors in connection with their marketing and sale of our products, including the security of their operations and their handling of confidential information and personal data, in a manner that is deemed not compliant with applicable laws and regulations. This risk is particularly acute with respect to the majority of our distribution which is through unaffiliated distributors where we are not able to directly monitor or control the manner in which our products are sold through third-party firms despite our risk assessment, training and compliance programs. Further, misconduct by employees, agents and representatives of our broker-dealer subsidiaries in the sale of our products could also result in regulatory investigations, sanctions or violations of laws by us or our subsidiaries. The precautions we take to prevent and detect the foregoing activities may not be effective.
Additionally, both public and private plan sponsors,sponsors have in the past, and may in the future, experience financial difficulty and some may reduce costs, including through headcount reductions or the rebalancing of their workforce in favor of part-time employees who are ineligible for retirement benefits. The financial stress on such plan sponsors is often exacerbated by reductions in governmental funding sources. Finally, our state laws or regulations may restrict the ability of our plan sponsors to select non-government entities to provide these services and/or the way plan participants may enroll in our services.
As part of our continuing focus on reducing expenses, weWe have used and will continue to use outsourcing strategies and third-party providers to realize cost efficiencies through the transformation of operational and back office processes and the delivery of contracted services in a broad range of areas. Such areas include, but are not limited to, the administration or servicing of certain policies and contracts, finance, actuarial, information technologytechnology, information security and operational functions, and investment advisory and management services for certain funds, plans and retail advisory programs we offer, as well as our own investments. In addition, weWe have engagedalso BlackRockrecently forcompleted usethe implementation of itsBlackRock’s investment management and risk analytics technology platform, Aladdin. The implementation of Aladdin is comprised of multiple workstreams that are complex and require significant time and resource prioritization. We may experience delays,inefficiencies includingduring the early stages of adoption of the platform due to a lack of sufficientfamiliarity resourceswith the platform and technical hurdles related to executeimplementation, the implementation process on a timely basis, inefficiencies stemming from changes that may be required to the program or sequencing, or a failure to meet operational and financial targets due to competing or unexpected priorities or other factors. These riskswhich may impair our ability to achieve anticipated improvements in our businessesbusiness or may disrupt or otherwise harm our operations, which could materially and adversely affect our businesses,business, financial condition and operations.
Management's Discussion & Analysis (MD&A)
New heading “Impact of Variable Annuity Reinsurance Transaction”
New heading “Embedded Derivatives for Fixed Index Annuity, Registered Index-Linked Annuity and Index Universal Life Products”
New heading “For further details of our accounting policies and related judgments pertaining to assumption updates, see “Significant Reinsurance Agreements and Update of Actuarial Assumptions and Models”, herein and “Accounting Policies and Pronouncements—Critical Accounting Estimates—Market Risk Benefits, Valuation of Embedded Derivatives for Fixed Index Annuity, Registered Index-Linked Annuity and Index Universal Life Products, Guaranteed Benefit Features of Variable Annuity, Fixed Annuity and Fixed Index Annuity Products, and Future Policy Benefits for Life, Accident and Health Insurance Contracts.””
New heading “BUSINESSES EXITED THROUGH REINSURANCE:”
New heading “Income (loss) before income tax expense (benefit)”
New heading “2024 to 2023 APTOI Comparison”
New heading “2025 to 2024 AUMA Comparison”
New heading “2024 to 2023 Comparison”
New heading “2024 to 2023 Comparison”
New heading “The following table presents account values for fixed annuities, fixed index annuities and registered index-linked annuities by surrender charge category:”
New heading “ITEM 7 | Investments”
New heading “ITEM 7 | Investments”
New heading “Net Realized Gains and Losses”
New heading “ITEM 7 | Update of Actuarial Assumptions and Models”
New heading “Issuance of Preferred Stock”
Removed heading “Impact of Variable Annuity Guaranteed Benefit Riders and Hedging”
Removed heading “For additional information regarding Corebridge’s impact of Variable Annuity Guaranteed Benefit Riders and Hedging, see “Future Policy Benefits, Policyholder Contract Deposits and Market Risk Benefits and Update of Actuarial Assumptions and Models — Variable Annuity Guaranteed Benefits and Hedging Results.””
Removed heading “Embedded Derivatives for Fixed Index Annuity, Registered Index Linked Annuity and Index Universal Life Products”
Removed heading “For further details of our accounting policies and related judgments pertaining to assumption updates, see “Future Policy Benefits, Policyholder Contract Deposits and Market Risk Benefits and Update of Actuarial Assumptions and Models—Update of Actuarial Assumptions and Models”, herein and “Accounting Policies and Pronouncements—Critical Accounting Estimates—Market Risk Benefits, Valuation of Embedded Derivatives for Fixed Index Annuity, Registered Index Linked Annuity and Index Universal Life Products, Guaranteed Benefit Features of Variable Annuity, Fixed Annuity and Fixed Index Annuity Products, and Future Policy Benefits for Life, Accident and Health Insurance Contracts.””
Removed heading “ITEM 7 | Use of Non-GAAP Financial Measures and Key Operating Metrics”
Removed heading “The following table presents a reconciliation of Dividends to Normalized distributions:”
Removed heading “For a comparative discussion regarding Corebridge’s results of operations for the year ended December 31, 2023 and the year ended December 31, 2022 see the 2023 Form 10-K.”
Removed heading “The following table presents account values for fixed annuities, fixed index annuities and registered index linked annuities and variable annuities by surrender charge category:”
Removed heading “ITEM 7 | Future Policy Benefits, Policyholder Contract Deposits and Market Risk Benefit”
Removed heading “Variable Annuity Guaranteed Benefits and Hedging Results”
Removed heading “For information regarding Corebridge’s Variable Annuity Guaranteed Benefits and Hedging Results for the years ended December 31, 2023 and 2022, see the 2023 Form 10-K.”
Removed heading “For additional discussion of market risk management related to these product features, see “Quantitative and Qualitative Disclosures about Market Risk.””
Removed heading “Differences in Valuation of MRBs and Economic Hedge Target”
Removed heading “ITEM 7 | Future Policy Benefits, Policyholder Contract Deposits and Market Risk Benefit”
Removed heading “For additional information on our valuation methodology for MRBs, see Note 4 to the Consolidated Financial Statements.”
Removed heading “The following table presents a reconciliation between the fair value of the GAAP MRBs and the value of our economic hedge target:”
Removed heading “Impact on Pre-tax Income (Loss)”
Removed heading “Change in Economic Hedge Target”
Removed heading “ITEM 7 | Future Policy Benefits, Policyholder Contract Deposits and Market Risk Benefit”
Removed heading “The following table presents the impact on pre-tax income (loss) and Other comprehensive income (loss) of Variable Annuity MRBs and Hedging for the Individual Retirement and Group Retirement Segments:”
Removed heading “ITEM 7 | Future Policy Benefits, Policyholder Contract Deposits and Market Risk Benefit”
Removed heading “Sale of AIG Life U.K.”
Removed heading “The following table presents normalized distributions:”
Removed heading “DELAYED DRAW TERM LOAN”
Removed heading “GUARANTEED BENEFIT FEATURES OF VARIABLE ANNUITY, FIXED ANNUITY AND FIXED INDEX ANNUITY PRODUCTS”
Removed heading “For additional information on these features, see Note 12 to the Consolidated Financial Statements.”
Removed heading “For sensitivity analysis which includes the sensitivity of reserves for guaranteed benefit features to changes in the assumptions for interest rates, equity returns, volatility, and mortality, see below.”
Removed heading “For additional discussion of market risk management related to these product features, see “Quantitative and Qualitative Disclosures about Market Risk” included herein.”
Removed heading “ITEM 7 | Accounting Policies and Pronouncements”
Removed heading “The reserving methodology and assumptions used to measure the liabilities of our two largest guaranteed benefit features are presented in the following table:”
Removed heading “ITEM 7 | Accounting Policies and Pronouncements”
Largest changes
Our business is affected by industry and economic factors such as changes in interest rates and credit spreads; geopolitical tensionssee in full comparison(including the ongoing armed conflicts between Ukraine and Russia and in the Middle East); credit and equity market conditions; currency exchange rates; regulation; tax policy; competition; trade disputes with other countries, including the effect of sanctions and trade restrictions, such as tariffs and trade barriers imposed by the U.S. government and any countermeasures by other governments in response to such tariffs; and general economic, market and political conditions. We continued to operate under market conditions in20242025 and20232024 characterized by factors such as higher interest rates, inflationary pressures, an uneven global economic recovery and global trade tensions. Responses by central banks and monetary authorities with respect to inflation, growth concerns and other macroeconomic factors have also affected global exchange rates and volatility.
“For sensitivity analysis which includes the sensitivity of reserves for guaranteed benefit features to changes in the assumptions for interest rates, equity returns, volatility, and mortality, see below.”see in full comparison
“For further details of our accounting policies and related judgments pertaining to assumption updates, see “Future Policy Benefits, Policyholder Contract Deposits and Market Risk Benefits and Update of Actuarial Assumptions and Models—Update of Actuarial Assumptions and Models”, herein and “Accounting Policies and Pronouncements—Critical Accounting Estimates—Market Risk Benefits, Valuation of Embedded Derivatives for Fixed Index Annuity, Registered Index Linked Annuity and Index Universal Life Products, Guaranteed Benefit Features of Variable Annuity, Fixed Annuity and Fixed Index Annuity …”see in full comparison
“For further details of our accounting policies and related judgments pertaining to assumption updates, see “Significant Reinsurance Agreements and Update of Actuarial Assumptions and Models”, herein and “Accounting Policies and Pronouncements—Critical Accounting Estimates—Market Risk Benefits, Valuation of Embedded Derivatives for Fixed Index Annuity, Registered Index-Linked Annuity and Index Universal Life Products, Guaranteed Benefit Features of Variable Annuity, Fixed Annuity and Fixed Index Annuity Products, and Future Policy Benefits for Life, Accident and Health Insurance Contracts.””see in full comparison
“Group Retirement annuity deposits are typically subject to a four- to seven-year surrender charge period, depending on the product. In addition, for annuity assets held within an employer defined contribution plan, participants can only withdraw funds in certain circumstances without incurring tax penalties (for example, separation from service), regardless of surrender charges. Group Retirement annuity account values with no surrender charge decreased compared to December 31, 2023 primarily due to increased surrender activity caused by increased credited rates within the market.”see in full comparison
“Normalized distributions are defined as dividends paid by the Life Fleet subsidiaries as well as the international insurance subsidiaries, less non-recurring dividends, plus dividend capacity that would have been available to Corebridge absent strategies that resulted in utilization of tax attributes. We believe that presenting normalized distributions is useful in understanding a significant component of our liquidity as a stand-alone company.”see in full comparison
Full comparison: every changed paragraph (352)
•Policy fees are principally derived from our individualuniversal retirement,life insurance, group retirement, universalindividual life insurance,retirement, Corporate Markets and SVW products. Our policy fees typically vary directly with the underlying assets under administration, account value or benefit base of our annuities. Account value and benefit base are influenced by changes in economic conditions, including changes in levels of equity prices, and changes in levels of interest rates and credit spreads, as well as net flows;
•Amortization of deferred policy acquisition costs (“DAC”) and value of business acquired (“VOBA”) for all contracts except for other investmentapplicable contracts is amortized, on a constant level basis over the expected term of the related contracts, using assumptions consistent with those used in estimating the related liability for future policy benefits, or any other related balances, for those corresponding contracts, as applicable. VOBA is determined at the time of acquisition and is reported with DAC. This value is based on the present value of future pre-tax profits discounted at yields applicable at the time of purchase;
Impact of Variable Annuity Reinsurance Transaction
On August 1, 2025, AGL entered into a coinsurance and modco reinsurance agreement with CSLR to reinsure 100% of its in-force and newly issued individual variable annuity contracts. Under this agreement, AGL transferred to the reinsurer $1.9 billion of assets primarily consisting of fixed maturity securities supporting the general account liabilities net of a ceding commission. Additionally, $45.1 billion of separate account liabilities were ceded under the modco portion of the agreement.
On January 2, 2026, USL and CSLR entered into a coinsurance and modco reinsurance agreement pursuant to which USL ceded 100% of its in-force individual retirement variable annuity contracts to CSLR. In addition, the closing of the sale to Venerable of all outstanding membership interests of SAAMCo held by AGL occurred on January 1, 2026.
In February 2018, AGL, VALIC and USL entered into modco agreements with Fortitude Re, a wholly-owned subsidiary of Fortitude Group Holdings, LLC (“Fortitude Holdings”), a registered Class 4 and Class E reinsurer in Bermuda.
In 2018, AIG established Fortitude Re, a wholly-owned subsidiary of Fortitude Group Holdings, LLC (“Fortitude Holdings”), in a series of reinsurance transactions related to certain of AIG’s legacy operations. In February 2018, AGL, VALIC and USL entered into modco agreements with Fortitude Re, a registered Class 4 and Class E reinsurer in Bermuda. Following the sale of AIG’s majority ownership interest in Fortitude Holdings, AIG contributed its remaining ownership in Fortitude Re Bermuda and its one seat on its Board of Managers to us. As of December 31, 2024, our ownership interest in Fortitude Re was 2.46%.
In the modco arrangement, the investments supporting the reinsurance agreements, which reflect the majority of the consideration that would be paid to the reinsurer for entering into the transaction,agreements are withheld by, and therefore continue to reside on the balance sheet of, the ceding company (i.e., AGL, VALICAGL and USL) thereby creating an obligation for the ceding company to pay the reinsurer (i.e., Fortitude Re) at a later date. Additionally, since we maintain ownership of these investments, we reflect our existing accounting for these assets, which consist primarily of available-for-sale securities (e.g., the changes in fair value of available-for-sale securities are recognized within OCI) on our balance sheet. We have established a funds withheld payable to Fortitude Re while simultaneously establishing a reinsurance asset representing liabilities for the insurance coverage that Fortitude Re has assumed. The funds withheld payable contains an embedded derivative and changes in fair value of this derivative are recognized in Net realized gains (losses) on Fortitude Re funds withheld embedded derivative. This embedded derivative is considered a total return swap with contractual returns that are attributable to various assets, primarily available-for-sale securities, associated with these reinsurance agreements. As the majority of the invested assets supporting the modco are fixed income securities that are available-for-sale, there is a mismatch between the accounting for the embedded derivative as its changes in fair value are recorded through net income while changes in the fair value of the fixed maturity securities available-for-sale are recorded through OCI.
Our net income experiences ongoing volatility as a result of the reinsurance agreements,agreements which,and as described above, givegives rise to a funds withheld payable that contains an embedded derivative. However, this net income volatility is almost entirely offset with a corresponding change in OCI, which reflects the fair value change from the investment portfolio supporting the funds withheld payable, which is primarily available-for-sale securities, resulting in minimal impact to our comprehensive income (loss) and equity attributable to Corebridge. The Company has also elected the fair value option on the acquisition of certain new fixed maturity securities, helping reduce the mismatch over time. VALIC’s modco agreement with Fortitude Re was recaptured effective January 1, 2025, resulting in a $45 million charge to pre-tax earnings. As of December 31, 2025, $24.1 billion of reserves had been ceded to Fortitude Re.
As of December 31, 2024, $24.9 billion of reserves had been ceded to Fortitude Re.
Embedded Derivatives for Fixed Index Annuity, Registered Index-Linked Annuity and Index Universal Life Products
Fixed index annuity and registered index-linked annuity contracts contain index interest credits which are accounted for as embedded derivatives and our index universal life insurance products also contain embedded derivatives. In contrast to fixed index annuity contracts, registered index-linked annuity contract owners also accept limited exposure to negative index interest credits in return for higher potential positive index credits. Policyholders may elect to rebalance among the various crediting strategies within the product at specified renewal dates. At the end of each index term, we generally have the opportunity to re-price the index component by establishing different participation rates or caps on index credited rates. The index-linked interest credited features of these products results in the recognition of an embedded derivative that is required to be bifurcated from the host contract and carried at fair value with changes in the fair value of the liabilities recorded in Net realized gains (losses). Option pricing models are used to estimate fair value, taking into account assumptions for future index growth rates, volatility of the index, future interest rates and our ability to adjust the participation rates and caps on index-linked interest credited features.
Impact of Variable Annuity Guaranteed Benefit Riders and Hedging
Our Individual Retirement and Group Retirement businesses offer variable annuity products with riders that provide guaranteed benefits. The liabilities are accounted for as MRBs and measured at fair value. The fair value of the MRBs may fluctuate significantly based on market interest rates, equity prices, credit spreads, market volatility, policyholder behavior and other factors.
In addition to risk-mitigating features in our variable annuity product design, we have an economic hedging program designed to manage market risk from GMWBs, including exposures to changes in interest rates, equity prices, credit spreads and volatility. The hedging program includes all in-force GMWB policies and utilizes derivative instruments, including, but not limited to, equity options, futures contracts and interest rate swap and option contracts, as well as fixed maturity securities.
For additional information regarding Corebridge’s impact of Variable Annuity Guaranteed Benefit Riders and Hedging, see “Future Policy Benefits, Policyholder Contract Deposits and Market Risk Benefits and Update of Actuarial Assumptions and Models — Variable Annuity Guaranteed Benefits and Hedging Results.”
Embedded Derivatives for Fixed Index Annuity, Registered Index Linked Annuity and Index Universal Life Products
Fixed index annuity and registered index linked annuity contracts contain index interest credits which are accounted for as embedded derivatives and our index universal life insurance products also contain embedded derivatives. In contrast to fixed index annuity contracts, registered index linked annuity contract owners also accept limited exposure to negative index interest credits in return for higher potential positive index credits. Policyholders may elect to rebalance among the various crediting strategies within the product at specified renewal dates. At the end of each index term, we generally have the opportunity to re-price the index component by establishing different participation rates or caps on index credited rates. The index crediting feature of these products results in the recognition of an embedded derivative that is required to be bifurcated from the host contract and carried at fair value with changes in the fair value of the liabilities recorded in Net realized gains (losses). Option pricing models are used to estimate fair value, taking into account assumptions for future index growth rates, volatility of the index, future interest rates and our ability to adjust the participation rate and the cap on index credited rates in light of market conditions and policyholder behavior assumptions.
The following table summarizes the fair values of the embedded derivatives for fixed index annuity, registered index linkedindex-linked annuity and index universal life products:
In 2021, we entered into a long-term asset management relationship with Blackstone IM.Blackstone. As of December 31, 2024,2025, Blackstone managed approximately $68.8$71.2 billion in book value of assets in our investment portfolio.
Most of the fixed annuities, fixed index annuities, registered index-linked annuities, variable annuities and universal life insurance products we offer maintain policyholder deposits that are reported as liabilities and classified within either separate account liabilities or policyholder contract deposits. Our products and riders also impact liabilities for future policyholder benefits and unearned revenues and assets for DAC and DSI. The valuation of these assets and liabilities (other than deposits) is based on differing accounting methods depending on the product, each of which requires numerous assumptions and considerable judgment. The accounting guidance applied in the valuation of these assets and liabilities includes, but is not limited to, the following: (i) traditional life and limited pay insurance products for which actual experience is reflected in the liability and assumptions are reviewed and updated at least annually, if necessary, with the recognition and parenthetical presentation of any resulting re-measurement gain or loss in policyholder benefits (except for discount rate changes) in the income statement; (ii) certain product guarantees for which benefit liabilities are accrued over the life of the contract in proportion to actual and future expected policy assessments; (iii) certain product guarantees reported as market risk benefits or index-linked interest credited features accounted for as embedded derivatives which are carried at fair value; and (iv) unearned revenue and assets for DAC, VOBA and DSI which are amortized on a constant level basis over the expected term of the related contracts using assumptions consistent with those used in estimating the related liability for future policy benefits, or any other related balances, for those corresponding contracts, as applicable.
For further details of our accounting policies and related judgments pertaining to assumption updates, see “Significant Reinsurance Agreements and Update of Actuarial Assumptions and Models”, herein and “Accounting Policies and Pronouncements—Critical Accounting Estimates—Market Risk Benefits, Valuation of Embedded Derivatives for Fixed Index Annuity, Registered Index-Linked Annuity and Index Universal Life Products, Guaranteed Benefit Features of Variable Annuity, Fixed Annuity and Fixed Index Annuity Products, and Future Policy Benefits for Life, Accident and Health Insurance Contracts.”
Most of the fixed annuities, fixed index annuities, registered index linked annuities, variable annuities and universal life insurance products we offer maintain policyholder deposits that are reported as liabilities and classified within either separate account liabilities or policyholder contract deposits. Our products and riders also impact liabilities for future policyholder benefits and unearned revenues and assets for DAC and DSI. The valuation of these assets and liabilities (other than deposits) is based on differing accounting methods depending on the product, each of which requires numerous assumptions and considerable judgment. The accounting guidance applied in the valuation of these assets and liabilities includes, but is not limited to, the following: (i) traditional life and limited pay insurance products for which actual experience is reflected in the liability and assumptions are reviewed and updated at least annually, if necessary, with the recognition and parenthetical presentation of any resulting re-measurement gain or loss in policyholder benefits (except for discount rate changes) in the income statement; (ii) certain product guarantees for which benefit liabilities are accrued over the life of the contract in proportion to actual and future expected policy assessments; (iii) certain product guarantees reported as market risk benefits or index crediting features accounted for as embedded derivatives which are carried at fair value; and (iv) unearned revenue and assets for DAC, VOBA and DSI which are amortized on a constant level basis over the expected term of the related contracts using assumptions consistent with those used in estimating the related liability for future policy benefits, or any other related balances, for those corresponding contracts, as applicable.
For further details of our accounting policies and related judgments pertaining to assumption updates, see “Future Policy Benefits, Policyholder Contract Deposits and Market Risk Benefits and Update of Actuarial Assumptions and Models—Update of Actuarial Assumptions and Models”, herein and “Accounting Policies and Pronouncements—Critical Accounting Estimates—Market Risk Benefits, Valuation of Embedded Derivatives for Fixed Index Annuity, Registered Index Linked Annuity and Index Universal Life Products, Guaranteed Benefit Features of Variable Annuity, Fixed Annuity and Fixed Index Annuity Products, and Future Policy Benefits for Life, Accident and Health Insurance Contracts.”
Our business is affected by industry and economic factors such as changes in interest rates and credit spreads; geopolitical tensions (including the ongoing armed conflicts between Ukraine and Russia and in the Middle East); credit and equity market conditions; currency exchange rates; regulation; tax policy; competition; trade disputes with other countries, including the effect of sanctions and trade restrictions, such as tariffs and trade barriers imposed by the U.S. government and any countermeasures by other governments in response to such tariffs; and general economic, market and political conditions. We continued to operate under market conditions in 20242025 and 20232024 characterized by factors such as higher interest rates, inflationary pressures, an uneven global economic recovery and global trade tensions. Responses by central banks and monetary authorities with respect to inflation, growth concerns and other macroeconomic factors have also affected global exchange rates and volatility.
Our financial results are impacted by the performance of equity markets, which impacts the performance of our alternative investment portfolio, fee income, MRBs and embedded derivatives. For instance, in our Group Retirement variable annuity separate accounts, mutual fund assets and brokerage and advisory assets, we generally earn fee income based on the account value, which fluctuates with the equity markets as a significant amount of these assets are invested in equity funds. The impact of equity market returns, both increases and decreases, is reflected in our results due to the impact on the account value and the fair values of equity-exposed securities in our investment portfolio.
Our hedging costs could also be significantly impacted by changes in the level of equity markets as rebalancing and option costs are tied to the equity market volatility. These hedging costs are partially offset by our rider fees that are tied to the level of the volatility index (“VIX”). As rebalancing and option costs increase or decrease, the rider fees will increase or decrease partially offsetting the hedging costs incurred.
Corebridge | 2024 Form 10-K 75
Fluctuations in interest rates may result in changes to certain statutory reserve or capital requirements that are based on formulas or models that consider interest rates or prescribed interest rates, such as cashasset flowadequacy testing. Rising interest rates can have a mixed impact on statutory financials due to higher surrender activity, particularly for fixed annuities, offset by potentially lower reserves for other products under various statutory reserving frameworks.
Corebridge | 2025 Form 10-K 74
Rising interest rates could create the potential for increased sales but could also drive higher surrenders relative to what we have alreadyhistorically experienced. Fixed annuities have surrender charge periods, generally in the three-to-seven-year range. Fixed index annuities have surrender charge periods, generally in the five-to-ten-year range, and within our Group Retirement segment, certain of our fixed investment options are subject to other withdrawal restrictions, which may help mitigate increased early surrenders in a rising rate environment. In addition, older contracts that have higher minimum interest rates and continue to be attractive to contract holders have driven better than expected persistency in fixed annuities, although the liabilities for such contracts have continued to decrease over time in amount and as a percentage of the total annuity portfolio. We closely monitor surrenders of fixed annuities as contracts with lower minimum interest rates come out of the surrender charge period.
For investment-oriented products, including universal life insurance, and variable, fixed, fixed index and registered index linkedindex-linked annuities in each of our operating and reportable segments, our spread management strategies include disciplined pricing and product design for new business, modifying or limiting the sale of products that do not achieve targeted spreads, using asset-liability management to match assets to liabilities to the extent practicable and actively managing crediting rates to help mitigate some of the pressure on investment spreads. Renewal crediting rate management is guided by specific contract provisions designed to allow crediting rates to be reset at pre-established intervals and subject to minimum crediting rate guarantees. We expect to continue to adjust crediting rates on in-force business, as appropriate, to be responsive to changing rate environments. As interest rates rise, we may need to raise crediting rates on in-force business for competitive and other reasons, potentially offsetting a portion of the additional investment income resulting from investing in a higher interest rate environment.
Corebridge | 2024 Form 10-K 76
For example, on March 6, 2024, the SEC adopted final rules that require registrants, including Corebridge, to disclose certain climate-related information in registration statements and annual reports. The final rules require registrants to disclose, among other things: the impacts of material climate-related risks; the processes for identifying, assessing and managing such risks; information about the oversight of climate-related risks by the board of directors and management’s role in managing material climate-related risks; and information about any climate-related targets or goals that are material to a registrant's business, results of operations, or financial condition. The final rules also require, if material, disclosure of registrants’ Scope 1 and/or Scope 2 greenhouse gas emissions. In addition, registrants must disclose certain information in their audited financial statements, including aggregate expenditures expensed and losses as well as capitalized costs and charges, in each case as a result of severe weather events and other natural conditions, subject to de minimis disclosure thresholds.
The final rules include a phased-in compliance period beginning in fiscal year 2025 for large accelerated filers such as Corebridge. Numerous legal challenges were filed after the rule’s adoption, which lawsuits have been consolidated in the Eighth Circuit. On April 4, 2024, the SEC exercised its discretion to stay the final rules pending completion of judicial review in the U.S. Court of Appeals for the Eighth Circuit. Corebridge is evaluating the potential impacts of these new requirements. However, if these requirements are implemented following completion of judicial review, they may increase the complexity of Corebridge’s periodic reporting as a U.S. public company and are expected to result in additional compliance and reporting costs.
InFor addition,example, on April 25, 2024, the Department of Labor (“DOL”) published a final rule in the Federal Register updating the definition for when a person is an “investment advice fiduciary” for purposes of transactions with ERISA qualified plans, related plan participants and IRAs. The DOL also published changes with respect to existing prohibited transactions exemptions (“PTEs”) relating to such advice, including PTE 84-24 and PTE 2020-02. Orders staying the rule’s September 23, 2024 effective date were issued by the U.S. District Courts for the Eastern District of Texas and the Northern District of Texas on July 25, 2024 and July 26, 2024, respectively, in connection with separate lawsuits challenging the rule. On SeptemberDecember 20, 2024, DOL filed a noticeconsolidated ofopening appealbrief, confirming its intent to appealappealing these two orders to the United States Court of Appeals for the Fifth Circuit. WeSince filing this appeal, DOL has asked the Fifth Circuit to hold the case in abeyance on multiple occasions. The matter is currently stayed and we are actively monitoring the progress of the litigation while continuing to evaluate potential impact of the DOL rule to our business.
Corebridge | 2025 Form 10-K 75
In February 2025, the NAIC announced the creation of a new Risk-Based Capital Model Governance (EX) Task Force as part of its efforts to update and strengthen the governance framework around risk-based capital requirements. The task force will consider changes to risk-based capital formulas used by insurance companies as a measure of solvency and conduct a gap-analysis to identify areas for improvement. In an interim meeting, the task force exposed a set of risk-based capital guiding principles and is seeking feedback. The work of the task force is ongoing and could result in changes to risk-based capital requirements and calculations in the future, which could affect our capital planning, investment strategies, reporting obligations and permitted disclosures. We are actively monitoring developments associated with this NAIC initiative and its potential impacts on our life insurance subsidiaries.
In June 2025, the Life Actuarial Task Force adopted updates to actuarial guidelines intended to enhance asset adequacy analysis for asset-intensive, life insurance and annuity reinsurance treaties above certain thresholds, and on August 13, 2025, the NAIC Executive and Plenary adopted such guidelines, referred to as Actuarial Guideline LV (“AG 55”). The updated guidelines are designed as a testing and disclosure regime with the first AG 55 reports due in April 2026. The NAIC plans to review the disclosures to identify any concerns with insurers’ approaches to asset adequacy testing, with the possibility of making additional changes that could lead to higher reserves for certain reinsurance agreements. We are actively monitoring developments associated with this NAIC initiative, which may be applicable to certain transactions that involve our life insurance subsidiaries acting as cedants. In July 2025, the NAIC also determined to reorganize a task force, the Invested Assets (E) Task Force, for the purpose of better understanding investment products with characteristics that pose unique risks to insurers and developing investment-related solvency policy changes. The task force became effective in January 2026. The task force’s work covered results in changes to accounting policies and risk-based capital requirements, and we will continue to monitor developments that may be relevant to our life insurance subsidiaries.
Adjusted revenues exclude Net realized gains (losses) except for gains (losses) related to the disposition of real estate investments, revenues from businesses exited through reinsurance, and income from non-operating litigation settlements (included in Other income for GAAP purposes) and changes in fair value of securities used to hedge guaranteed living benefits (included in Net investment income for GAAP purposes).
Certain of our variable annuity, fixed annuity and fixed index annuity contracts contain GMWBs and/or GMDBs which are accounted for as MRBs. Changes in the fair value of these MRBs (excluding changes related to our own credit risk), including certain rider fees attributed to the MRBs, along with changes in the fair value of derivatives used to hedge MRBs are recorded through “Change in the fair value of MRBs, net” and are excluded from APTOI. MRBs related to the variable annuity business subject to the reinsurance agreements with CSLR are reported in the “Businesses exited through reinsurance” line item.
BUSINESSES EXITED THROUGH REINSURANCE:
Represents the results of businesses that have been or will be economically exited through reinsurance. This includes MRBs, along with changes in the fair value of derivatives used to hedge MRBs which are recorded through “Change in the fair value of MRBs, net.” The results of operations from these businesses have been excluded from APTOI as they are not indicative of our ongoing business operations.
Changes in the fair value of securities used to economically hedge MRBs are excluded from APTOI.
Adjusted after-tax operating income attributableavailable to our common shareholders (“Adjusted After-tax Operating Income” or “AATOI”) is derived by excluding the tax effected APTOI adjustments described above,above and preferred stock dividends, as well as the following tax items from net income attributable to us:
The following tables present a reconciliation of pre-tax income (loss)/net income (loss) attributableavailable to Corebridge common shareholders to adjusted pre-tax operating income (loss)/adjusted after-tax operating income (loss) attributableavailable to Corebridge common shareholders:
Adjusted Book Value is derived by excluding AOCI, adjusted for the cumulative unrealized gains and losses related to Fortitude Re’s funds withheld assets. We believe this measure is useful to investors as it eliminates the asymmetrical impact resulting from changes in fair value of our available-for-sale securities portfolio for which there is largely no offsetting impact for certain related insurance liabilities that are not recorded at fair value with changes in fair value recorded through OCI. It also eliminates asymmetrical impacts where our own credit non-performance risk is recorded through OCI. In addition, we adjust for the cumulative unrealized gains and losses related to Fortitude Re’s funds withheld assets since these fair value movements are economically transferred to Fortitude Re.
Adjusted Book Value Available to Corebridge Common Shareholders is derived by excluding preferred stock as well as AOCI, adjusted for the cumulative unrealized gains and losses related to Fortitude Re’s funds withheld assets. We believe this measure is useful to investors as it eliminates the asymmetrical impact resulting from changes in fair value of our available-for-sale securities portfolio for which there is largely no offsetting impact for certain related insurance liabilities that are not recorded at fair value with changes in fair value recorded through OCI. It also eliminates asymmetrical impacts where our own credit non-performance risk is recorded through OCI. In addition, we adjust for the cumulative unrealized gains and losses related to Fortitude Re’s funds withheld assets since these fair value movements are economically transferred to Fortitude Re.
Adjusted Return on Average Equity Available to Common Shareholders (“Adjusted ROAE”) is derived by dividing AATOI by average Adjusted Book Value available to Common Shareholders and is used by management to evaluate our recurring profitability and evaluate trends in our business. We believe this measure is useful to investors as it eliminates the asymmetrical impact resulting from changes in fair value of our available-for-sale securities portfolio for which there is largely no offsetting impact for certain related insurance liabilities that are not recorded at fair value with changes in fair value recorded through OCI. It also eliminates asymmetrical impacts where our own credit non-performance risk is recorded through OCI. In addition, we adjust for the cumulative unrealized gains and losses related to Fortitude Re’s funds withheld assets since these fair value movements are economically transferred to Fortitude Re.
The following table presents the reconciliation of Adjusted ROAE available to common shareholder’s:
Corebridge | 2024 Form 10-K 83
ITEM 7 | Use of Non-GAAP Financial Measures and Key Operating Metrics
* Includes net investment income from Corporate and Other of $33 million, $92 million and $473 million for the years ended December 31, 2024, 2023 and 2022, respectively.
Normalized distributions are defined as dividends paid by the Life Fleet subsidiaries as well as the international insurance subsidiaries, less non-recurring dividends, plus dividend capacity that would have been available to Corebridge absent strategies that resulted in utilization of tax attributes. We believe that presenting normalized distributions is useful in understanding a significant component of our liquidity as a stand-alone company.
The following table presents a reconciliation of Dividends to Normalized distributions:
* The December 31, 2023 AUMA excludes $181 million of assets that were reclassified to Assets held-for-sale in the Consolidated Balance Sheets.
Variable investment income includes call and tender income,income from make-whole payments on commercial mortgage loan prepayments, changes in market value of investments accounted for under the fair value option, interest received on defaulted investments (other than foreclosed real estate), income from alternative investments and other miscellaneous investment income, including income of certain partnership entities that are required to be consolidated. Alternative investments include private equity funds which are generally reported on a one-quarter lag.
The following table presents certain balance sheet data:.
Income (loss) before income tax expense (benefit)
We recorded pre-tax loss of $541 million in the year ended December 31, 2025 compared to pre-tax income of $2.8 billion in the year ended December 31, 20242024. compared to pre-tax income of $940 million in the year ended December 31, 2023.TheThe change in pre-tax income was primarily due to:
What changed in the latest 10-Q
Risk Factors
In addition to the other information set forth in this Quarterly Report, you should carefully consider the risk factors discussed in “Risk
Factors” in our 2025 Form 10-K and in our first quarter 2026 Form 10-Q. There have been no material changes in Corebridge’s risk
factors from those disclosed in "Risk Factors" in the 2025 Form 10-K. and in the first quarter 2026 Form 10-Q.
Corebridge | Second Quarter 2026 Form 10-Q 138
New heading “Factors” in our 2025 Form 10-K and in our first quarter 2026 Form 10-Q. There have been no material changes in Corebridge’s risk factors from those disclosed in "Risk Factors" in the 2025 Form 10-K. and in the first quarter 2026 Form 10-Q.”
Removed heading “Risks Relating to the Proposed Mergers”
Removed heading “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.”
Removed heading “While the Mergers are pending, we will be subject to business uncertainties.”
Removed heading “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.”
Removed heading “Failure to complete the Mergers could adversely affect us, including in the event we are required to pay the termination fee.”
Largest changes
“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; …”see in full comparison
“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.”see in full comparison
“Factors” in our 2025 Form 10-K and in our first quarter 2026 Form 10-Q. There have been no material changes in Corebridge’s risk factors from those disclosed in "Risk Factors" in the 2025 Form 10-K. and in the first quarter 2026 Form 10-Q.”see in full comparison
“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.”see in full comparison
“Failure to complete the Mergers could adversely affect us, including in the event we are required to pay the termination fee.”see in full comparison
“While the Mergers are pending, we will be subject to business uncertainties.”see in full comparison
Full comparison: every changed paragraph (25)
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
ITEM 1A | Risk Factors
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.
Factors” in our 2025 Form 10-K and in our first quarter 2026 Form 10-Q. There have been no material changes in Corebridge’s risk factors from those disclosed in "Risk Factors" in the 2025 Form 10-K. and in the first quarter 2026 Form 10-Q.
Corebridge | FirstSecond Quarter 2026 Form 10-Q 123138
Management's Discussion & Analysis (MD&A)
New heading “Condition and Results of Operations”
New heading ““Cautionary Statements Regarding Forward-Looking Information,” included elsewhere in this Quarterly Report and the “Management’s”
New heading “Discussion and Analysis of Results of Operations and Financial Condition,” and the “Risk Factors” section in the 2025 Form 10-K.”
New heading ““Business—Regulation—U.S. Regulation” and “Business—Regulation—International Regulation in the 2025 Form 10-K.”
New heading “ITEM 2 | Use of Non-GAAP Financial Measures and Key Operating Metrics”
New heading “Six Months Ended June 30, 2026 to Six Months Ended June 30, 2025 Net Income Comparison”
New heading “ITEM 2 Consolidated Results of Operations”
New heading “Three Months Ended June 30, 2026 to Three Months Ended June 30, 2025 Comparison”
New heading “Six Months Ended June 30, 2026 to Six Months Ended June 30, 2025 Comparison”
New heading “Three Months Ended June 30, 2026 to Three Months Ended June 30, 2025 Comparison”
New heading “Six Months Ended June 30, 2026 to Six Months Ended June 30, 2025 Comparison”
New heading “ITEM 2 | Business Segment Operations”
New heading “Three Months Ended June 30, 2026 to Three Months Ended June 30, 2025 Comparison”
New heading “Six Months Ended June 30, 2026 to Six Months Ended June 30, 2025 Comparison”
New heading “ITEM 2 | Business Segment Operations”
New heading “Private Debt Investments”
New heading “The following table shows the composition of our private debt portfolio on an NAIC statutory accounting basis as of June”
New heading “Condensed Consolidated Financial Statements.”
New heading “Condensed Consolidated Financial Statements.”
New heading “Liquidity, Capital and Credit” in the 2025 Form 10-K.”
New heading “Capital Resources — Contractual Obligations” in the 2025 Form 10-K.”
New heading “Discussion and Analysis of Financial Condition and Results of Operation—Liquidity and Capital Resources—Off-Balance Sheet”
New heading “Arrangements and Commercial Commitments” in the 2025 Form 10-K.”
New heading “Glossary” in our 2025 Form 10-K.”
New heading “Certain Important Terms” in our 2025 Form 10-K.”
New heading “2025 Form 10-K.”
Removed heading “Income (loss) before income tax expense (benefit)”
Removed heading “Income tax expense (benefit)”
Removed heading “Adjusted pre-tax operating income”
Removed heading “Corporate and Other”
Largest changes
“Discussion and Analysis of Financial Condition and Results of Operation—Liquidity and Capital Resources—Off-Balance Sheet”see in full comparison
“Liquidity, Capital and Credit” in the 2025 Form 10-K.”see in full comparison
““Business—Regulation—U.S. Regulation” and “Business—Regulation—International Regulation in the 2025 Form 10-K.”see in full comparison
“In addition, for annuity assets held within an employer defined contribution plan, participants can only withdraw funds in certain circumstances without incurring tax penalties (for example, separation from service), regardless of surrender charges. At June 30, 2026, Group Retirement annuity account values with no surrender charge increased compared to December 31, 2025 primarily due to an increase in assets under management driven by higher equity markets, partially offset by negative net flows.”see in full comparison
Group Retirement annuity deposits are typically subject to a four- to seven-year surrender charge period, depending on the product.see in full comparisonIn addition, for annuity assets held within an employer defined contribution plan, participants can only withdraw funds in certain circumstances without incurring tax penalties (for example, separation from service), regardless of surrender charges.
““Cautionary Statements Regarding Forward-Looking Information,” included elsewhere in this Quarterly Report and the “Management’s”see in full comparison
Full comparison: every changed paragraph (338)
Condition and Results of Operations
This MD&A addresses the consolidated financial condition of Corebridge as of MarchJune 31,30, 2026, compared with December 31, 2025, and its consolidated results of operations for the three and six months ended MarchJune 31,30, 2026 and 2025. In addition to historical data, this discussion contains forward-looking statements about our business operations and financial performance based on current expectations that involve risks, uncertainties and assumptions. Actual results may differ materially from those discussed in the forward-looking statements as a result of various factors. You should read the following analysis of our consolidated financial condition and results of operations in conjunction with the (unaudited)Condensed Consolidated Financial Statements and the statements under “Cautionary Statements Regarding Forward-Looking Information,” included elsewhere in this Quarterly Report and the “Management’s Discussion and Analysis of Results of Operations and Financial Condition,” and the “Risk Factors” section in the 2025 Form 10-K.
“Cautionary Statements Regarding Forward-Looking Information,” included elsewhere in this Quarterly Report and the “Management’s
Discussion and Analysis of Results of Operations and Financial Condition,” and the “Risk Factors” section in the 2025 Form 10-K.
Corebridge | FirstSecond Quarter 2026 Form 10-Q 6778
Corebridge | FirstSecond Quarter 2026 Form 10-Q 6879
Under the terms of the merger agreement, which has been unanimously approved by the boards of directors of both companies, we and Equitable will form a new parent company and each outstanding share of our common stock will be exchanged for the right to receive 1.0000 sharesshare of the new parent company’s common stock, and each outstanding share of Equitable common stock will be exchanged for the right to receive 1.55516 shares of the new parent company’s common stock.
On July 30, 2026, shareholders of both Corebridge and Equitable voted to approve all shareholder proposals necessary to complete the merger transaction at their respective special shareholder meetings. The transaction is expected to close by year-end 2026, subject to customary closing conditions, including the receipt of required regulatory approvals and approval of shareholders of both companies.approvals.
Corebridge | FirstSecond Quarter 2026 Form 10-Q 6980
Our net income experiences ongoing volatility as a result of the reinsurance agreements and gives rise to a funds withheld payable that contains an embedded derivative. However, this net income volatility is almost entirely offset with a corresponding change in OCI, which reflects the fair value change from the investment portfolio supporting the funds withheld payable, which is primarily available-for-sale securities, resulting in minimal impact to our comprehensive income (loss) and equity attributable to Corebridge. The Company has also elected the fair value option on the acquisition of certain new fixed maturity securities, helping reduce the mismatch over time. VALIC’s modco agreement with Fortitude Re was recaptured effective January 1, 2025, resulting in a $45 million charge to pre-tax earnings. As of MarchJune 31,30, 2026, $23.7$23.6 billion of reserves had been ceded to Fortitude Re.
For additional information on our reinsurance agreements with Fortitude Re, see Note 7 to the Condensed Consolidated Financial Statements.
Statements.
Corebridge | FirstSecond Quarter 2026 Form 10-Q 7081
Embedded Derivatives for Fixed Index Annuity, Registered Index-Linked Annuity and Index Universal Life Products
Life Products
In 2021, we entered into a long-term asset management relationship with Blackstone. As of MarchJune 31,30, 2026, Blackstone managed approximately $71.5$70.3 billion in book value of assets in our investment portfolio.
Since April 2022, we entered into investment management agreements with BlackRock and its investment advisory affiliates. As of MarchJune 31,30, 2026, BlackRock managed approximately $91.2$91.8 billion in book value of assets in our investment portfolio, consisting of liquid fixed income and certain private placement assets.
Corebridge | FirstSecond Quarter 2026 Form 10-Q 7182
Our business is affected by industry and economic factors such as changes in interest rates and credit spreads; geopolitical tensions;
Our business is affected by industry and economic factors such as changes in interest rates and credit spreads; geopolitical tensions; credit and equity market conditions; currency exchange rates; regulation; tax policy; competition; trade disputes with other countries, including the effect of sanctions and trade restrictions, such as tariffs and trade barriers imposed by the U.S. government and any countermeasures by other governments in response to such tariffs; and general economic, market and political conditions. We continued to operate under market conditions in 2026 and 2025 characterized by factors such as higher interest rates, inflationary pressures, an uneven global economic recovery and global trade tensions. Responses by central banks and monetary authorities with respect to inflation, growth concerns and other macroeconomic factors have also affected global exchange rates and volatility.
Alternative investments include private equity funds which are generally reported on a one-quarter lag. Accordingly, changes in valuations driven by equity market conditions during the firstsecond quarter of 2026 may impact the private equity investments in the alternative investments portfolio in the secondthird quarter of 2026.
As of MarchJune 31,30, 2026, new investments continue to have higher yields than the yield on maturities and redemptions that we are experiencing in our existing portfolios. We actively manage our exposure to the interest rate environment through portfolio construction and asset-liability management, including spread management strategies for our investment-oriented products and economic hedging of interest rate risk from guarantee features in our variable annuities, but we may not be able to fully mitigate our interest rate risk by matching exposure of our assets relative to our liabilities.
Corebridge | FirstSecond Quarter 2026 Form 10-Q 7283
We actively monitor fixed income markets, including the level of interest rates, credit spreads and the shape of the yield curve. We also frequently review our interest rate assumptions and actively manage the crediting rates used for new and in-force business.
We actively monitor fixed income markets, including the level of interest rates, credit spreads and the shape of the yield curve. We also frequently review our interest rate assumptions and actively manage the crediting rates used for new and in-force business. Business strategies continue to evolve and we attempt to maintain profitability of the overall business in light of the interest rate environment. A rising interest rate environment results in improved yields on new investments and improves margins for our business while also making certain products, such as fixed annuities, more attractive to potential customers. However, the rising rate environment has resulted in lower values on general and separate account assets, mutual fund assets and brokerage and advisory assets that hold investments in fixed income assets.
Of the aggregate fixed account values of our Individual Retirement and Group Retirement annuity products, 39%38% and 40% were crediting at the contractual minimum guaranteed interest rate at MarchJune 31,30, 2026 and December 31, 2025, respectively. In the universal life insurance products in our Life Insurance business, 58% and 59% of the account values were crediting at the contractual minimum guaranteed interest rate at MarchJune 31,30, 2026 and December 31, 2025, respectively. These businesses continue to focus on pricing discipline and strategies to manage the minimum guaranteed interest crediting rates offered on new sales in the context of regulatory requirements and competitive positioning.
The insurance and financial services industries are generally subject to close regulatory scrutiny and supervision. Our operations are subject to regulation by a number of different types of domestic and international regulatory authorities, including securities, derivativesderivatives, and investment advisory regulators. Our insurance subsidiaries are subject to regulation and supervision by the states and jurisdictions in which they do business.
For example, the Risk-Based Capital (“RBC”) framework and RBC charges and treatment applicable to our U.S. life insurance subsidiaries have been a subject of focus for regulators in recent years. In February 2025, the NAIC announced the creation of a new Risk-Based Capital Model Governance (EX) Task Force (“Task Force”) as part of its efforts to update and strengthen the governance framework around RBC requirements. The Task Force adopted governing principles in December 2025 and soon after began a comprehensive gap analysis and consistency assessment of the existing RBC framework to identify potential issues. The work of the Task Force is ongoing and could result in changes to RBC requirements and calculations in the future, which could affect our capital planning, investment strategies, reporting obligations and permitted disclosures. Relatedly, the inaugural meeting of the Invested Assets (E) Task Force took place in March 2026. It was established for the purpose of better understanding investment products with characteristics that pose unique risks to insurers and developing investment-related solvency policy changes. The task force’s work results in changes to accounting policies and RBC requirements. We are actively monitoring developments associated with these RBC-related NAIC initiatives and their potential impacts on our life insurance subsidiaries.
Corebridge | FirstSecond Quarter 2026 Form 10-Q 7384
For example, the Risk-Based Capital (“RBC”) framework and RBC charges and treatment applicable to our U.S. life insurance subsidiaries have been a subject of focus for regulators in recent years. In February 2025, the NAIC announced the creation of a new Risk-Based Capital Model Governance (EX) Task Force (“Task Force”) as part of its efforts to update and strengthen the governance framework around RBC requirements. The Task Force adopted governing principles in December 2025 and soon after began a comprehensive gap analysis and consistency assessment of the existing RBC framework to identify potential issues. The work of the Task Force is ongoing and could result in changes to RBC requirements and calculations in the future, which could affect our capital planning, investment strategies, reporting obligations and permitted disclosures. Relatedly, the inaugural meeting of the Invested Assets (E) Task Force took place in March 2026. It was established for the purpose of better understanding investment products with characteristics that pose unique risks to insurers and developing investment-related solvency policy changes. For example, in July 2026, the Financial Condition (E) Committee of the NAIC approved new Life RBC factors, to be effective December 31, 2026, for CLOs, collateralized bond obligations (“CBOs”) and collateralized debt obligations (“CDOs”). This framework includes (i) lower RBC factors for senior investment-grade tranches (NAIC Designation Category 1.A through 1.G) and higher RBC factors for lower rated tranches (NAIC Designation Category 2.A or below) and (ii) an 11.77% pretax surcharge that will apply to below-investment-grade tranches (NAIC Designation Category 2.C or below) of only broadly syndicated loan CLOs (not middle market CLOs) with a thickness of 4% or less. The NAIC and its related working groups continue to consider the treatment of other investment products which would result in changes to accounting policies and RBC requirements. We are actively monitoring these developments associated with these RBC-related NAIC initiatives and their potential impacts on our life insurance subsidiaries.
As another example, during 2025, the Life Actuarial Task Force adopted updates to actuarial guidelines intended to enhance asset adequacy analysis for asset-intensive, life insurance and annuity reinsurance treaties above certain thresholds. The updated guidelines, referred to as Actuarial Guideline LV (“AG 55”), are designed as a testing and disclosure regime, and the first AG 55 reports were duefiled in April 2026. The NAIC plans to review the disclosures to identify any concerns with insurers’ approaches to asset adequacy testing, with the possibility of making additional changes that could lead to higher reserves for certain reinsurance agreements. We are actively monitoring developments associated with this NAIC initiative, which may beare applicable to certain transactions that involve our life insurance subsidiaries acting as cedants.
VM-22 principles-based reserving applicable to non-variable annuity contracts is effective on January 1, 2026, and Companies have three years to implement VM-22 requirements with mandatory adoption January 1, 2029. The NAIC’s Life Actuarial Task Force VM-22 (A) Subgroup is considering allowing optional election of VM-22 for non-variable annuity business issued on or after January 1, 2017.
Relatedly, the Generator of Economic Scenarios statutory reserve and capital calculations applicable to new non-variable annuity business is effective January 1, 2026. Corebridge has considered, and will be considering, appropriate implementation of these frameworks, and continues to closely monitor these developments.
Finally, the NAIC Life Insurance and Annuities (A) Committee has created a working group to contemplate updating NAIC guidance for life insurance and annuity illustrations and disclosures. Suggested revisions could include changes to illustration requirements for fixed index annuities pertaining to back-casting performance results. We are monitoring these developments and any model guidance that may flow from the Life Insurance and Annuities Committee’s work on this subject.
Further, in March 2026, the Life Actuarial (A) Task Force exposed proposed revisions to VM-22 relating to the reinvestment guardrail for pension risk transfer products, aimed at further refining reserve requirements. A key function of the proposal is to allow an additional 50 basis points of illiquidity spread in reinvestment assumptions. Changes to reserve requirements could impact pricing, reserving and reinsurance strategy for our pension risk transfer business, and we are actively monitoring developments associated with this initiative.
For information regarding our regulation and supervision by different regulatory authorities in the United States and abroad, see “Business—Regulation—U.S. Regulation” and “Business—Regulation—International Regulation in the 2025 Form 10-K.
“Business—Regulation—U.S. Regulation” and “Business—Regulation—International Regulation in the 2025 Form 10-K.
Corebridge | FirstSecond Quarter 2026 Form 10-Q 7485
Corebridge | FirstSecond Quarter 2026 Form 10-Q 7586
APTOI excludes “Net realized gains (losses)”, except for gains (losses) related to the disposition of real estate investments. Net realized gains (losses), except for gains (losses) related to the disposition of real estate investments, are excluded as the timing of sales on invested assets or changes in allowances depend largely on market credit cycles and can vary considerably across periods. In addition, changes in interest rates may create opportunistic scenarios to buy or sell invested assets. Our derivative results, including those used to economically hedge insurance liabilities, or those recognized as embedded derivatives at fair value, are also included in Net realized gains (losses) and are similarly excluded from APTOI except earned income (periodic settlements and changes in settlement accruals) on derivative instruments used for non-qualifying (economic) hedges or for asset replication. Earned income on such economic hedges is reclassified from Net realized gains and losses to specific APTOI line items based on the economic risk being hedged (e.g., Net investment income and Interest credited to policyholder account balances).
In addition, changes in interest rates may create opportunistic scenarios to buy or sell invested assets. Our derivative results, including those used to economically hedge insurance liabilities, or those recognized as embedded derivatives at fair value, are also included in Net realized gains (losses) and are similarly excluded from APTOI except earned income (periodic settlements and changes in settlement accruals) on derivative instruments used for non-qualifying (economic) hedges or for asset replication. Earned income on such economic hedges is reclassified from Net realized gains and losses to specific APTOI line items based on the economic risk being hedged (e.g., Net investment income and Interest credited to policyholder account balances).
Represents the results of businesses that have been or will be economically exited through reinsurance. This includes MRBs, along with changes in the fair value of derivatives used to hedge MRBs which are recorded through “Change in the fair value of MRBs, net.” The results of operations from these businesses have been excluded from APTOI as they are not indicative of our ongoing business operations.
The results of operations from these businesses have been excluded from APTOI as they are not indicative of our ongoing business operations.
Adjusted After-tax Operating Income Available to Corebridge Common Shareholders (“Adjusted After-tax Operating Income” or “AATOI”) is derived by excluding the tax effected APTOI adjustments described above and preferred stock dividends, as well as the following tax items from net income attributable to us:
Income” or “AATOI”) is derived by excluding the tax effected APTOI adjustments described above and preferred stock dividends, as well as the following tax items from net income attributable to us:
Corebridge | FirstSecond Quarter 2026 Form 10-Q 7687
Corebridge | Second Quarter 2026 Form 10-Q 88
ITEM 2 | Use of Non-GAAP Financial Measures and Key Operating Metrics
Corebridge | FirstSecond Quarter 2026 Form 10-Q 7789
The following table presents the reconciliation of Adjusted ROAE available to common shareholder’sshareholders:
Corebridge | FirstSecond Quarter 2026 Form 10-Q 7890
(b)Excludes client deposits into advisory and brokerage accounts of $919$935 million and $707$744 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively, and $1.9 billion and $1.5 billion for the six months ended June 30, 2026 and 2025, respectively.
(c)Includes inflows related to in-plan mutual funds of $733$781 million and $775$842 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively, and $1.5 billion and $1.6 billion for the six months ended June 30, 2026 and 2025, respectively.
Corebridge | FirstSecond Quarter 2026 Form 10-Q 7991
Underwriting margin for our Life Insurance segment includes premiums, policy fees, other income,income and net investment income, less interest credited to policyholder account balances and policyholder benefitsbenefits, and excludes the annual assumption update. For our Institutional Markets segment, its Corporate Markets products generate underwriting margin, which includes premiums, net investment income, policy and advisory fee income, less interest credited and policyholder benefits and excludes the annual assumption update.
Corebridge | FirstSecond Quarter 2026 Form 10-Q 8092
Corebridge | FirstSecond Quarter 2026 Form 10-Q 8193
Corebridge | FirstSecond Quarter 2026 Form 10-Q 8294
The following section provides a comparative discussion of our consolidated results of operations on a reported basis for the three and six months ended MarchJune 31,30, 2026 and 2025. For factors that relate primarily to a specific business, see “— Business Segment Operations.”
Operations.”
CRBG insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 19 Form 4 filings (1 insider, 19 trade dates, 4,680,234 shares, about $160.5M) and open-market sales in 6 filings (3 insiders, 6 trade dates, 14,545,559 shares, about $492.6M; 4 of these filings say the sales were made under a Rule 10b5-1 trading plan). Net open-market shares: -9,865,325 (purchases minus sales); net value about -$332.1M.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-10-05 | Nippon Life Insurance Co |
Open-market purchase |
65,711 | $34.75 | $2.3M |
| 2026-10-02 | Nippon Life Insurance Co |
Open-market purchase |
187,155 | $34.27 | $6.4M |
| 2026-10-01 | Nippon Life Insurance Co |
Open-market purchase |
152,573 | $32.78 | $5.0M |
| 2026-10-01 | Nippon Life Insurance Co |
Open-market purchase |
119,635 | $33.45 | $4.0M |
| 2026-09-30 | Nippon Life Insurance Co |
Open-market purchase |
348,215 | $33.65 | $11.7M |
| 2026-09-29 | Nippon Life Insurance Co |
Open-market purchase |
216,818 | $33.67 | $7.3M |
| 2026-09-28 | Nippon Life Insurance Co |
Open-market purchase |
736,814 | $34.10 | $25.1M |
| 2026-09-28 | Nippon Life Insurance Co |
Open-market purchase |
68,968 | $34.76 | $2.4M |
| 2026-09-25 | Nippon Life Insurance Co |
Open-market purchase |
178,840 | $34.52 | $6.2M |
| 2026-09-24 | Nippon Life Insurance Co |
Open-market purchase |
258,878 | $33.85 | $8.8M |
| 2026-09-23 | Nippon Life Insurance Co |
Open-market purchase |
219,273 | $34.13 | $7.5M |
| 2026-09-22 | Nippon Life Insurance Co |
Open-market purchase |
200 | $34.92 | $7.0K |
| 2026-09-22 | Nippon Life Insurance Co |
Open-market purchase |
296,668 | $34.31 | $10.2M |
| 2026-09-21 | Nippon Life Insurance Co |
Open-market purchase |
212,828 | $35.08 | $7.5M |
| 2026-09-18 | Nippon Life Insurance Co |
Open-market purchase |
131,333 | $34.88 | $4.6M |
| 2026-09-17 | Nippon Life Insurance Co |
Open-market purchase |
174,760 | $35.20 | $6.2M |
| 2026-09-16 | Nippon Life Insurance Co |
Open-market purchase |
320,785 | $35.02 | $11.2M |
| 2026-09-15 | Nippon Life Insurance Co |
Open-market purchase |
210,903 | $35.02 | $7.4M |
| 2026-09-14 | Nippon Life Insurance Co |
Open-market purchase |
295,967 | $34.86 | $10.3M |
| 2026-09-11 | Nippon Life Insurance Co |
Open-market purchase |
171,144 | $34.61 | $5.9M |
| 2026-09-11 | Ditillo David |
Open-market sale |
8,736 | $35.00 | $305.8K |
| 2026-09-10 | Nippon Life Insurance Co |
Open-market purchase |
176,300 | $34.01 | $6.0M |
| 2026-09-09 | Nippon Life Insurance Co |
Open-market purchase |
136,466 | $33.78 | $4.6M |
| 2026-08-19 | Cropper Elizabeth B |
Open-market sale | 7,745 | $33.06 | $256.0K |
| 2026-08-10 | Blackstone Holdings I/ii Gp L.l.c. |
Open-market sale | 14,500,000 | $33.87 | $491.1M |
| 2026-08-06 | Ditillo David |
Option exercise |
3,914 | $20.30 | $79.5K |
| 2026-08-06 | Ditillo David |
Open-market sale |
12,414 | $34.00 | $422.1K |
| 2026-07-16 | Ditillo David |
Open-market sale |
12,414 | $32.00 | $397.2K |
| 2026-07-16 | Ditillo David |
Option exercise |
3,914 | $20.30 | $79.5K |
| 2026-07-06 | Ditillo David |
Open-market sale |
4,250 | $30.00 | $127.5K |
| 2026-06-18 | Colberg Alan B. |
Grant/award | 6,553 | — | — |
| 2026-06-18 | Schioldager Amy L. |
Grant/award | 6,553 | — | — |
| 2026-06-18 | Parris Colin J. |
Grant/award | 6,553 | — | — |
| 2026-06-18 | Lynch Christopher S. |
Grant/award | 6,553 | — | — |
| 2026-06-18 | Leone Deborah R |
Grant/award | 6,553 | — | — |
| 2026-06-18 | Bousa Edward Peter |
Grant/award | 6,553 | — | — |
| 2026-06-18 | Gubbay Keith |
Grant/award | 6,553 | — | — |
| 2026-04-13 | Filiaggi Christopher |
Grant/award | 30,549 | — | — |
Well-known investors holding CRBG (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Harris Associates (Oakmark Funds) | 2026-06-30 | 25,132,155 | $719.5M | 0.96% | Added 1% |
| Viking Global Investors (Andreas Halvorsen) | 2026-06-30 | 2,679,371 | $76.7M | 0.22% | New position |
| Millennium Management (Israel Englander) | 2026-06-30 | 1,272,680 | $36.4M | 0.02% | Reduced 28% |
| AQR Capital Management (Cliff Asness) | 2026-06-30 | 1,237,812 | $35.4M | 0.01% | Reduced 24% |
| Soros Fund Management | 2026-06-30 | 733,788 | $21.0M | 0.28% | Reduced 66% |
| Point72 Asset Management (Steve Cohen) | 2026-06-30 | 668,026 | $19.1M | 0.03% | New position |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 425,266 | $12.2M | 0.01% | New position |
| Bridgewater Associates | 2026-06-30 | 341,198 | $9.8M | 0.04% | Reduced 30% |
| D. E. Shaw & Co. | 2026-06-30 | 39,867 | $1.1M | 0.0% | Reduced 96% |
| Renaissance Technologies | 2026-06-30 | 23,700 | $565.5K | — | Sold out |