Material Agreement - Form 8-K

On May 16, 2024, Corebridge Financial, Inc., a Delaware corporation (the "Company"), entered into a stock purchase agreement (the "Purchase Agreement"), by and among the Company, American International Group, Inc., a Delaware corporation ("AIG"), and Nippon Life Insurance Company, a mutual company (sougogaisha) organized under the laws of Japan ("Nippon"), pursuant to which, and upon the terms and subject to the conditions set forth therein, AIG will sell 121,956,256 shares of common stock of the Company ("Common Stock"), representing approximately 20% of the issued and outstanding Common Stock at signing, to Nippon for aggregate consideration of $3,838,012,158.82 billion in cash (the "Transaction"). The Purchase Agreement provides for, among other things, certain limitations on the transfer of Common Stock by each of AIG and Nippon and an agreement that each of AIG and Nippon will vote in favor of the other's nominees to the Company's board of directors. The closing of the Transaction is subject to certain closing conditions, including the receipt of specified regulatory approvals. The description of the Purchase Agreement in this report is qualified in its entirety by reference to the full text of the Purchase Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Pursuant to the Purchase Agreement, the Company has agreed to enter into a stockholder's agreement (the "Stockholder's Agreement") by and between the Company and Nippon at the closing of the Transaction. The Stockholder's Agreement will provide for, among other things, the grant to Nippon of certain board, board observer and committee designation rights and a standstill restriction on Nippon. The description of the Stockholder's Agreement in this report is qualified in its entirety by reference to the full text of the Stockholder's Agreement, the form of which is attached to the Purchase Agreement and is incorporated by reference herein.

On May 16, 2024, in connection with the execution of the Purchase Agreement, the Company entered into an Amendment (the "Separation Agreement Amendment") to the Separation Agreement, dated as of September 14, 2022, by and between the Company and Nippon (the "Original Separation Agreement"), pursuant to which the Company and AIG agreed to certain changes with respect to AIG's board designation rights and AIG's right to consent over certain actions by the Company, as set forth in the Original Separation Agreement. The description of the Separation Agreement Amendment in this report is qualified in its entirety by reference to the full text of the Separation Agreement Amendment, which is attached as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated by reference herein.