Corebridge Financial, Inc. (CRBG)

Item 2 | Management’s Discussion and Analysis of Financial

Condition and Results of Operations

Glossary and Acronyms of Selected Insurance Terms and References

Throughout this Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”), we use certain

terms and abbreviations, which are summarized in the Glossary and Acronyms in the 2025 Form 10-K.

Corebridge has incorporated into this discussion a number of cross-references to additional information included throughout this

Quarterly Report to assist readers seeking additional information related to a particular subject.

In this Quarterly Report, unless otherwise mentioned or unless the context indicates otherwise, we use the terms “Corebridge,” “we,”

“us” and “our” to refer to Corebridge Financial, Inc., a Delaware corporation, and its consolidated subsidiaries. We use the term

“Corebridge Parent” to refer solely to Corebridge Financial, Inc., and not to any of its consolidated subsidiaries.

This MD&A addresses the consolidated financial condition of Corebridge as of June 30, 2026, compared with December 31, 2025,

and its consolidated results of operations for the three and six months ended June 30, 2026 and 2025. In addition to historical data,

this discussion contains forward-looking statements about our business operations and financial performance based on current

expectations that involve risks, uncertainties and assumptions. Actual results may differ materially from those discussed in the

forward-looking statements as a result of various factors. You should read the following analysis of our consolidated financial condition

and results of operations in conjunction with the (unaudited)Condensed Consolidated Financial Statements and the statements under

“Cautionary Statements Regarding Forward-Looking Information,” included elsewhere in this Quarterly Report and the “Management’s

Discussion and Analysis of Results of Operations and Financial Condition,” and the “Risk Factors” section in the 2025 Form 10-K.

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ITEM 2 | Executive Summary

Executive Summary

OVERVIEW

We are one of the largest providers of retirement solutions and insurance products in the United States, committed to helping

individuals plan, save for and achieve secure financial futures. We offer a broad set of products and services through our market

leading Individual Retirement, Group Retirement, Life Insurance and Institutional Markets businesses, each of which features

capabilities and industry experience we believe are difficult to replicate. These four businesses collectively seek to enhance

stockholder returns while maintaining our attractive risk profile, which has historically resulted in consistent and strong cash flow

generation.

COREBRIDGE FINANCIAL AND EQUITABLE HOLDINGS MERGER

On March 26, 2026, we and Equitable Holdings, Inc. (“Equitable”) announced the entering into of a definitive agreement to combine in

an all-stock merger.

Under the terms of the merger agreement, which has been unanimously approved by the boards of directors of both companies, we

and Equitable will form a new parent company and each outstanding share of our common stock will be exchanged for the right to

receive 1.0000 share of the new parent company’s common stock, and each outstanding share of Equitable common stock will be

exchanged for the right to receive 1.55516 shares of the new parent company’s common stock.

Following the closing of the transaction, Corebridge shareholders will own approximately 51% of the combined company and

Equitable shareholders will own approximately 49% of the combined company.

On July 30, 2026, shareholders of both Corebridge and Equitable voted to approve all shareholder proposals necessary to complete

the merger transaction at their respective special shareholder meetings. The transaction is expected to close by year-end 2026,

subject to customary closing conditions, including the receipt of required regulatory approvals.

REVENUES

Our revenues come from five principal sources:

•Premiums are principally derived from our traditional life insurance and certain annuity products including PRT transactions and

structured settlements with life contingencies. Our premium income is driven by growth in new policies and contracts written and

persistency of our in-force policies, both of which are influenced by a combination of factors including our efforts to attract and

retain customers and market conditions that influence demand for our products;

•Policy fees are principally derived from our universal life insurance, group retirement, individual retirement, Corporate Markets

and SVW products. Our policy fees typically vary directly with the underlying assets under administration, account value or

benefit base of our annuities. Account value and benefit base are influenced by changes in economic conditions, including

changes in levels of equity prices, and changes in levels of interest rates and credit spreads, as well as net flows;

•Net investment income from our investment portfolio varies as a result of the yield, allocation and size of our investment

portfolio, which are, in turn, a function of capital market conditions and net flows into our total investments, as well as the

expenses associated with managing our investment portfolio;

•Net realized gains (losses), net include changes in the Fortitude Re funds withheld embedded derivative, risk management

related derivative activities (excluding hedges of certain MRBs), changes in the fair value of embedded derivatives in certain of

our insurance products and trading activity within our investment portfolio, including trading activity related to the Fortitude Re

modco arrangement. Net realized gains (losses) vary due to the timing of sales of investments as well as changes in the fair

value of embedded derivatives in certain of our insurance products and derivatives utilized to hedge certain embedded

derivatives; and

•Advisory fee income and other income includes fees from registered investment advisory services, 12b-1 fees (marketing and

distribution fees paid by mutual funds), other asset management fee income and commission-based broker-dealer services.

BENEFITS AND EXPENSES

Our benefits and expenses come from six principal sources:

•Policyholder benefits are driven primarily by customer withdrawals and surrenders from traditional products which change in

response to changes in capital market conditions and changes in policy reserves, as well as life contingent benefit payments on

life and annuity contracts and updates to assumptions related to future policyholder behavior, mortality and longevity;

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ITEM 2 | Executive Summary

•Interest credited to policyholder account balances varies in relation to the amount of the underlying account value or benefit

base and also includes changes in the fair value of certain embedded derivatives related to our insurance products and

amortization of deferred sales inducement assets;

•Amortization of deferred policy acquisition costs (“DAC”) and value of business acquired (“VOBA”) for all applicable

contracts is amortized, on a constant level basis over the expected term of the related contracts, using assumptions consistent

with those used in estimating the related liability for future policy benefits, or any other related balances, for those corresponding

contracts, as applicable. VOBA is determined at the time of acquisition and is reported with DAC. This value is based on the

present value of future pre-tax profits discounted at yields applicable at the time of purchase;

•General operating expenses include expenses associated with conducting our business, including salaries, other employee-

related compensation and other operating expenses such as professional services or travel;

•Change in the fair value of market risk benefits, net represents the changes in fair value of MRBs contained within certain

insurance contracts (excluding the impact of changes in our own credit risk), including attributed fees, along with the changes in

the fair value of derivatives that economically hedge MRBs. Changes in our own credit risk are included in OCI; and

•Interest expense represents the charges associated with our external debt obligations, including debt of consolidated investment

entities. This expense varies based on the amount of debt on our balance sheet, as well as the rates of interest associated with

those obligations. Interest expense related to consolidated investment entities principally relates to variable interest entities

(“VIEs”) for which we are the primary beneficiary; however, creditors or beneficial interest holders of VIEs generally only have

recourse to the assets and cash flows of the VIEs and do not have recourse to us except in limited circumstances when we have

provided a guarantee to the VIE’s interest holders.

SIGNIFICANT FACTORS IMPACTING OUR RESULTS

The following significant factors have impacted, and may in the future impact, our business, results of operations, financial condition

and liquidity.

Impact of Variable Annuity Reinsurance Transaction

On August 1, 2025 and January 2, 2026, respectively, AGL and USL entered into a coinsurance and modco reinsurance agreement

with CSLR to reinsure 100% of their  individual variable annuity contracts. Under these agreements, AGL and USL transferred to the

reinsurer $2.1 billion of assets primarily consisting of fixed maturity securities supporting the general account liabilities net of a ceding

commission. Additionally, $48.7 billion of separate account liabilities were ceded under the modco portion of the agreement. In

addition, the closing of the sale to Venerable of all outstanding membership interests of SAAMCo held by AGL occurred on January 1,

2026.

Impact of Fortitude Re

In February 2018, AGL, VALIC and USL entered into modco agreements with Fortitude Re, a wholly-owned subsidiary of Fortitude

Group Holdings, LLC (“Fortitude Holdings”), a registered Class 4 and Class E reinsurer in Bermuda.

In the modco arrangement, the investments supporting the reinsurance agreements are withheld by, and therefore continue to reside

on the balance sheet of, the ceding company (i.e., AGL and USL) thereby creating an obligation for the ceding company to pay the

reinsurer (i.e., Fortitude Re) at a later date. We have established a funds withheld payable to Fortitude Re while simultaneously

establishing a reinsuran

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Item 7 | Management’s Discussion and Analysis of Financial Condition and Results of Operations

Glossary and Acronyms of Selected Insurance Terms and References

Throughout this Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”), we use certain terms and abbreviations, which are summarized in the Glossary, Certain Important Terms and Acronyms.

Corebridge has incorporated into this discussion a number of cross-references to additional information included throughout this Annual Report on Form 10-K to assist readers seeking additional information related to a particular subject.

In this Annual Report on Form 10-K, unless otherwise mentioned or unless the context indicates otherwise, we use the terms “Corebridge,” “we,” “us” and “our” to refer to Corebridge Financial, Inc., a Delaware corporation, and its consolidated subsidiaries. We use the term “Corebridge Parent” to refer solely to Corebridge Financial, Inc., and not to any of its consolidated subsidiaries.

This MD&A addresses the consolidated financial condition of Corebridge as of December 31, 2025, compared with December 31, 2024, and its consolidated results of operations for the years ended December 31, 2025, 2024 and 2023. In addition to historical data, this discussion contains forward-looking statements about our business operations and financial performance based on current expectations that involve risks, uncertainties and assumptions. Actual results may differ materially from those discussed in the forward-looking statements as a result of various factors. You should read the following analysis of our consolidated financial condition and results of operations in conjunction with the Consolidated Financial Statements and the statements under “Cautionary Statements Regarding Forward-Looking Information,” included elsewhere in this Annual Report on Form 10-K , “Financial Statements and Supplementary Data” and the “Risk Factors” section.

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ITEM 7 | Executive Summary

Executive Summary

OVERVIEW

We are one of the largest providers of retirement solutions and insurance products in the United States, committed to helping individuals plan, save for and achieve secure financial futures. We offer a broad set of products and services through our market leading Individual Retirement, Group Retirement, Life Insurance and Institutional Markets businesses, each of which features capabilities and industry experience we believe are difficult to replicate. These four businesses collectively seek to enhance stockholder returns while maintaining our attractive risk profile, which has historically resulted in consistent and strong cash flow generation.

REVENUES

Our revenues come from five principal sources:

•Premiums are principally derived from our traditional life insurance and certain annuity products including PRT transactions and structured settlements with life contingencies. Our premium income is driven by growth in new policies and contracts written and persistency of our in-force policies, both of which are influenced by a combination of factors including our efforts to attract and retain customers and market conditions that influence demand for our products;

•Policy fees are principally derived from our universal life insurance, group retirement, individual retirement, Corporate Markets and SVW products. Our policy fees typically vary directly with the underlying assets under administration, account value or benefit base of our annuities. Account value and benefit base are influenced by changes in economic conditions, including changes in levels of equity prices, and changes in levels of interest rates and credit spreads, as well as net flows;

•Net investment income from our investment portfolio varies as a result of the yield, allocation and size of our investment portfolio, which are, in turn, a function of capital market conditions and net flows into our total investments, as well as the expenses associated with managing our investment portfolio;

•Net realized gains (losses), net include changes in the Fortitude Re funds withheld embedded derivative, risk management related derivative activities (excluding hedges of certain MRBs), changes in the fair value of embedded derivatives in certain of our insurance products and trading activity within our investment portfolio, including trading activity related to the Fortitude Re modco arrangement. Net realized gains (losses) vary due to the timing of sales of investments as well as changes in the fair value of embedded derivatives in certain of our insurance products and derivatives utilized to hedge certain embedded derivatives; and

•Advisory fee income and other income includes fees from registered investment advisory services, 12b-1 fees (marketing and distribution fees paid by mutual funds), other asset management fee income and commission-based broker-dealer services.

BENEFITS AND EXPENSES

Our benefits and expenses come from six principal sources:

•Policyholder benefits are driven primarily by customer withdrawals and surrenders from traditional products which change in response to changes in capital market conditions and changes in policy reserves, as well as life contingent benefit payments on life and annuity contracts and updates to assumptions related to future policyholder behavior, mortality and longevity;

•Interest credited to policyholder account balances varies in relation to the amount of the underlying account value or benefit base and also includes changes in the fair value of certain embedded derivatives related to our insurance products and amortization of deferred sales inducement assets;

•Amortization of deferred policy acquisition costs (“DAC”) and value of business acquired (“VOBA”) for all applicable contracts is amortized, on a constant level basis over the expected term of the related contracts, using assumptions consistent with those used in estimating the related liability for future policy benefits, or any other related balances, for those corresponding contracts, as applicable. VOBA is determined at the time of acquisition and is reported with DAC. This value is based on the present value of future pre-tax profits discounted at yields applicable at the time of purchase;

•General operating expenses include expenses associated with conducting our business, including salaries, other employee-related compensation and other operating expenses such as professional services or travel;

•Change in the fair value of market risk benefits, net represents the changes in fair value of MRBs contained within certain insurance contracts (excluding the impact of changes in our own credit risk), including attributed fees, along with the changes in the fair value of derivatives that economically hedge MRBs. Changes in our own credit risk are included in OCI; and

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ITEM 7 | Executive Summary

•Interest expense represents the charges associated with our external debt obligations, including debt of consolidated investment entities. This expense varies based on the amount of debt on our balance sheet, as well as the rates of interest associated with those obligations. Interest expense related to consolidated investment entities principally relates to variable interest entities (“VIEs”) for which we are the primary beneficiary; however, creditors or beneficial interest holders of VIEs generally only have recourse to the assets and cash flows of the VIEs and do not have recourse to us except in limited circumstances when we have provided a guarantee to the VIE’s interest holders.

SIGNIFICANT FACTORS IMPACTING OUR RESULTS

The following significant factors have impacted, and may in the future impact, our business, results of operations, financial condition and liquidity.

Impact of Variable Annuity Reinsurance Transaction

On August 1, 2025, AGL entered into a coinsurance and modco reinsurance agreement with CSLR to reinsure 100% of its in-force and newly issued individual variable annuity contracts. Under this agreement, AGL transferred to the reinsurer $1.9 billion of assets primarily consisting of fixed maturity securities supporting the general account liabilities net of a ceding commission. Additionally, $45.1 billion of separate account liabilities were ceded under the modco portion of the agreement.

On January 2, 2026, USL and CSLR entered into a coinsurance and modco reinsurance agreement pursuant to which USL ceded 100% of its in-force individual retirement variable annuity contracts to CSLR. In addition, the closing of the sale to Venerable of all outstanding membership interests of SAAMCo held by AGL occurred on January 1, 2026.

Impact of Fortitude Re

In February 2018, AGL, VALIC and USL entered into modco agreements with Fortitude Re, a wholly-owned subsidiary of Fortitude Group Holdings, LLC (“Fortitude Holdings”), a registered Class 4 and Class E reinsurer in Bermuda.

In the modco arrangement, the investments supporting the reinsurance agreements are withheld by, and therefore continue to reside on the balance sheet of, the ceding company (i.e., AGL and USL) thereby creating an obligation for the ceding company to pay the reinsurer (i.e., Fortitude Re) at a later date. We have established a funds withheld payable to Fortitude Re while simultaneously establishing a reinsurance asset representing liabilities for the insurance coverage that Fortitude Re has assumed. The funds withheld payable contains an embedded derivative and changes in fair value of this derivative are recognized in Net realized gains (losses) on Fortitude Re funds withheld embedded derivative.

Our net income experiences ongoing volatility as a result of the reinsurance agreements and gives rise to a funds withheld payable that contains an embedded derivative. However, this net income volatility is almost entirely offset with a corresponding change in OCI, which reflects the fair value change from the investment portfolio supporting the funds withheld payable, which is primarily available-for-sale securities, resulting in minimal impact to our comprehensive income (loss) and equity attributable to Corebridge. The Company has also elected the fair value option on the acquisition of certain new fixed maturity securities, helping reduce the mismatch over time. VALIC’s modco agreement with Fortitude Re was recaptured effective January 1, 2025, resulting in a $45 million charge to pre-tax earnings. As of December 31, 2025, $24.1 billion of rese

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