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    SEC Form 8-A12B filed by Corebridge Financial Inc.

    11/22/24 4:30:44 PM ET
    $CRBG
    Life Insurance
    Finance
    Get the next $CRBG alert in real time by email
    8-A12B 1 crbg-8xa.htm 8-A12B Document

    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549
    FORM 8-A
    FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
    PURSUANT TO SECTION 12(b) or (g) OF THE
    SECURITIES EXCHANGE ACT OF 1934
    Corebridge Financial, Inc.
    (Exact name of registrant as specified in its charter)
    Delaware95-4715639
    (State or other jurisdiction of incorporation or organization)(IRS Employer Identification Number)
    2919 Allen Parkway, Woodson Tower
    Houston, Texas 77019
    1-877-375-2422
    (Address of principal executive office and zip code)(Registrant’s telephone number, including area code)
    Securities to be registered pursuant to Section 12(b) of the Act:
    Title of each class
    to be so registered
    Name of each exchange on which
    each class is to be registered
     6.375% Junior Subordinated Notes due 2064New York Stock Exchange
    If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box.  ☒
    If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box.  ☐
    If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box.  ☐
    Securities Act registration statement or Regulation A offering statement file number to which this form relates:
    333-275890
    Securities to be registered pursuant to Section 12(g) of the Act: None



    INFORMATION REQUIRED IN REGISTRATION STATEMENT
    Item 1.Description of Registrant’s Securities to be Registered.
    Corebridge Financial, Inc. (the “Company”) hereby incorporates by reference the description of its 6.375% Junior Subordinated Notes due 2064 contained in the Company’s Prospectus, dated December 5, 2023, under the heading “Description of Debt Securities”, and in the Prospectus Supplement, dated November 19, 2024, under the heading “Description of the Notes” on pages S-15 through S-25, deemed filed with the Securities and Exchange Commission (the “Commission”) on November 20, 2024, pursuant to Rule 424(b) under the Securities Act of 1933, as amended, as part of the Company’s automatic shelf registration statement on Form S-3ASR (File No. 333-275890).
    Item 2.Exhibits.
    Exhibit No.Description
    4.1
    Indenture, dated August 23, 2022, between Corebridge Financial, Inc. and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.8 to Corebridge Financial, Inc.’s Registration Statement on Form S-1, filed on September 12, 2022 (File No. 333-263898)).
    4.2
    Third Supplemental Indenture, dated as of November 22, 2024, between Corebridge Financial, Inc. and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.2 to Corebridge Financial, Inc.’s Current Report on Form 8-K, filed with the Commission on November 22, 2024).
    4.3
    Form of Junior Subordinated Note (included in Exhibit 4.2).
    2


    SIGNATURE
    Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
    COREBRIDGE FINANCIAL, INC.
    By:
    /s/ Christine Nixon
    Name:
    Christine Nixon
    Title:
    Executive Vice President and
    General Counsel
    Date: November 22, 2024

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