AMERICAN INTERNATIONAL GROUP, INC. 8-K Report, Material Agreement (May 16, 2024)

On May 16, 2024, AIG entered into a Stock Purchase Agreement with Nippon Life Insurance Company to sell 121,956,256 shares of Corebridge Financial common stock, representing approximately 20% of Corebridge's outstanding common stock at signing, for aggregate cash consideration of approximately $3.84 billion^a (about $31.47 per share).

The transaction is subject to customary closing conditions, including required regulatory approvals, and is expected to close by the first quarter of 2025. For investors, the deal converts a portion of AIG's remaining Corebridge stake into cash, while AIG has agreed to retain a 9.9%^b ownership stake in Corebridge for two years after closing. Alongside the purchase agreement, AIG and Corebridge executed an amendment to their September 14, 2022 Separation Agreement.

The amendment introduces a "Navy Threshold Date," defined as the earlier of the closing of the Nippon sale or the date AIG falls below 25%^c beneficial ownership of Corebridge. Once triggered, AIG must reduce its board designees (through resignations within 60 days) if its ownership decline reduces its entitled board seats, and it must help Corebridge meet independence requirements by designating independent directors when legally required. The amendment also substitutes the Navy Threshold Date for the First Threshold Date in Section 5.1(a), changing the trigger for that provision.

The filing is largely a transaction disclosure rather than a financial results release, so it does not disclose the accounting gain, pro forma impact on AIG's earnings or capital, or the use of proceeds. Investors should note that the price represents a meaningful monetization of AIG's Corebridge holdings, that closing depends on regulatory approvals, and that the governance changes are tied to ownership thresholds that will evolve as AIG's stake changes.