Corebridge Financial Inc美股招股说明书(2025-11-14版)

Corebridge Financial, Inc. is offering 500,000 shares of its 6.875% Fixed Rate Reset Non-Cumulative Preferred Stock, Series A, $1,000 liquidationpreference per share (the “Series A Preferred Stock”). We will pay dividends on the Series A Preferred Stock only when, as and if declared by our board of directors (or a duly authorized committee thereof),out of funds legally available for the payment of dividends. Any such dividends will be payable from the date of original issue, semi-annually in arrears on the1day of June and December of each year, commencing on June 1, 2026. Dividends will accrue on a non-cumulative basis (i) from the date of original issueto, but excluding, December 1, 2030 at a fixed rateper annumof 6.875%, and (ii) from, and including, December 1, 2030 during each reset period (as definedherein) at a rateper annumequal to the five-year treasury rate (as defined herein) as of the most recent reset dividend determination date (as defined herein)plus 3.181%. Payment of dividends on the Series A Preferred Stock is subject to certain legal, regulatory and other restrictions as described elsewhere in thisprospectus supplement and the accompanying prospectus, or in the documents incorporated by reference herein.st Dividends on the Series A Preferred Stock will not be cumulative and will not be mandatory. Accordingly, if dividends are not declared on the Series APreferred Stock for any dividend period, then any accrued dividends for that dividend period shall cease to accrue and be payable. If our board of directors (ora duly authorized committee thereof) has not declared a dividend before the dividend payment date for any dividend period, we will have no obligation to paydividends accrued for such dividend period on or after the dividend payment date for that dividend period, whether or not dividends on the Series A PreferredStock are declared for any future dividend period. We may, at our option, redeem the Series A Preferred Stock, (a) in whole, but not in part, at any time within 90 days after the occurrence of a “ratingagency event” (as defined in “Description of the Series A Preferred Stock—Optional Redemption”), at a redemption price equal to $1,020 per share of SeriesA Preferred Stock, plus an amount equal to any dividends per share that have accrued but not been declared and paid for the then-current dividend period to,but excluding, such redemption date and (b)(i) in whole, but not in part, at any time within 90 days after the occurrence of a “regulatory capital event” (asdefined in “Description of the Series A Preferred Stock—Optional Redemption”), or (ii) in whole or in part, on any dividend payment date on or after the FirstReset Date, in each case, at a redemption price equal to $1,000 per share of Series A Preferred Stock, plus an amount equal to any dividends per share thathave accrued but not been declared and paid for the then-current dividend period to, but excluding, such redemption date. See “Description of the Series APreferred Stock — Optional Redemption.” Holders of the Series A Preferred Stock will not have the right to require the redemption or repurchase of the SeriesA Preferred Stock. The Series A Preferred Stock will not have voting rights, except as set forth under “Description of the Series A Preferred Stock — Voting Rights” on pageS-20. The Series A Preferred Stock is a new issue of securities with no established trading market. We do not intend to list the shares of Series A PreferredStock on any securities exchange or arrange for their quotation on any automated dealer quotation system. Investing in the Series A Preferred Stock involves risks. See the section entitled “Risk Factors” beginning on pageS-7and the other informationincluded in or incorporated by reference in this prospectus supplement and the accompanying prospectus for a discussion of factors you shouldcarefully consider before deciding to invest in the Series A Preferred Stock. Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to thecontrary is a criminal offense. Price to publicUnderwriting discountProceeds, before expenses, to Corebridge Financial, Inc.(1) (1)The price to the public does not include accrued dividends, if any, that may be declared. Dividends, if declared, will accrue from the date of original issuance,which is expected to be on or about November 18, 2025. The underwriters expect to deliver the Series A Preferred Stock, in book-entry form only, through the facilities of The Depository Trust Company(“DTC”) for the accounts of its participants, including Clearstream Banking, SA (“Clearstream”) and/or Euroclear Bank SA/NV (“Euroclear”), on or aboutNovember 18, 2025. TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTSPECIAL NOTE REGARDING FO