Corebridge Financial Inc美股招股说明书(2025-11-05版)

Corebridge Financial, Inc.Common Stock All of the 32,600,000 shares of common stock of Corebridge Financial, Inc. are being sold by American International Group, Inc.,the selling stockholder. We will not receive any of the proceeds from the sale of the shares being sold by the selling stockholder. Our common stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol “CRBG”. The last reported sale priceof our common stock on the NYSE on November 3, 2025 was $30.95 per share. Following the completion of this offering and the Repurchase (as defined below), American International Group, Inc. will ownapproximately 9.94% of our common stock, an affiliate of Blackstone Inc. (“Blackstone”) will own approximately 12.28% of ourcommon stock and Nippon Life Insurance Company (“Nippon”) will own approximately 24.18% of our common stock. Investing in our common stock involves risks. See the sections entitled “Risk Factors” on pageS-4of this prospectussupplement and on page2of the accompanying prospectus. Subject to completion of this offering, we intend to purchase from the underwriter approximately $500 million of shares of ourcommon stock that are the subject of this offering at a price per share equal to the price at which the underwriter will purchase theshares from the selling stockholder (the “Repurchase”). The underwriter will not receive any compensation for the shares of commonstock being purchased by us. The closing of this offering is not conditioned upon the closing of the Repurchase. See “TheRepurchase.” Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful orcomplete. Any representation to the contrary is a criminal offense. Public offering priceUnderwriting discounts and commissionsProceeds to the selling stockholder(1)(1) (1)Does not include 16,113,438 shares of our common stock purchased by us from the underwriter in the Repurchase. The underwriter will not receive anycompensation for the shares of our common stock purchased by us from the underwriter in the Repurchase. The underwriter expects to deliver the shares to purchasers on or about November 6, 2025. TABLE OF CONTENTS PROSPECTUS SUPPLEMENT About This Prospectus SupplementSpecial Note Regarding Forward-Looking Statements and InformationProspectus Supplement SummaryRisk FactorsThe RepurchaseUse of ProceedsDividend PolicySelling StockholderCertain U.S. Federal Income Tax Considerations for Non-U.S. HoldersShares Available for Future SaleUnderwritingValidity of Common StockExpertsWhere You Can Find More InformationIncorporation By Reference PROSPECTUS About This ProspectusCertain Important TermsMarket and Industry DataService Marks, Trademarks and Trade NamesSpecial Note Regarding Forward-Looking Statements and InformationOur CompanyRisk FactorsUse of ProceedsDescription of Capital StockSelling StockholderPlan of DistributionValidity of Common StockExpertsWhere You Can Find More InformationIncorporation by Reference We have not, and the selling stockholder and the underwriter has not, authorized anyone to provide you with informationdifferent from, or in addition to, that contained or incorporated by reference in this prospectus supplement, the accompanyingprospectus or any related free writing prospectus that we prepare or distribute. We, the selling stockholder and theunderwriter take no responsibility for, and can provide no assurances as to the reliability of, any other information that othersmay give you. This prospectus supplement and the accompanying prospectus do not constitute an offer to sell, or a solicitationof an offer to purchase, the securities offered by this prospectus supplement and the accompanying prospectus in anyjurisdiction in which it is unlawful to make such offer or solicitation. The information contained in this prospectus supplement,the accompanying prospectus, the documents incorporated by reference herein or therein or any free writing prospectusprepared by us is only accurate as of the date of the document containing such information, regardless of the time of delivery of this prospectus supplement and any sale of shares of ourcommon stock. ABOUT THIS PROSPECTUS SUPPLEMENT As used in this prospectus supplement, the terms “we,” “us,” “our” and the “Company” mean Corebridge Financial, Inc. and itsconsolidated subsidiaries, unless the context refers only to Corebridge Financial, Inc. (which we refer to as “Corebridge” or the“Issuer”) as a corporate entity. “AIG” means American International Group, Inc., a Delaware corporation, and the selling stockholderin this offering. This document has two parts, a prospectus supplement and an accompanying prospectus dated November 6, 2023. Thisprospectus supplement and the accompanying prospectus are part of a registration statement on Form S-3 that we filed with the SECut