Form SCHEDULE 13D/A Corebridge Financial, Filed by: NIPPON LIFE INSURANCE CO
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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Corebridge Financial, Inc. (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
(CUSIP Number) |
Yohei Miyanaga Nippon Life Insurance Company, 3-5-12 Imabashi, Chuo-ku Osaka, M0, 541-8501 1-332-250-4819 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
10/02/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Nippon Life Insurance Company | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
JAPAN
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
126,604,050.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
28.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 per share |
| (b) | Name of Issuer:
Corebridge Financial, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
2919 Allen Parkway, Woodson Tower, Houston,
TEXAS
, 77019. |
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 is hereby amended and supplemented by the following:
From September 9, 2026 to October 2, 2026, the Reporting Person purchased 4,614,523 shares of Common Stock for aggregate consideration of approximately $158,225,595 in a series of open-market transactions pursuant to the previously disclosed 10b5-1 Trading Plan.
The Reporting Person obtained the funds used to acquire its interests in the Issuer's securities through working capital. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5 is hereby amended and restated by the following:
The information contained on the cover pages to the Schedule 13D is hereby incorporated by reference.
The amount of securities beneficially owned includes 126,570,779 shares of Common Stock held of record by the Reporting Person and 33,271 shares of Common Stock held of record by Nissay Asset Management Corporation ("NAMC"), a direct wholly owned subsidiary of the Reporting Person, which the Reporting Person may be deemed to beneficially own.
Based on a total of 445,772,522 shares of Common Stock outstanding as of July 31, 2026, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed by the Issuer on August 5, 2026. |
| (b) | The information contained on the cover pages to the Schedule 13D is hereby incorporated by reference. |
| (c) | In the last 60 days, the Reporting Person has acquired 4,614,523 shares of Common Stock in a series of open-market transactions pursuant to the previously disclosed 10b5-1 Trading Plan. Details by date, listing the number of shares of Common Stock acquired pursuant to the 10b5-1 Trading Plan, the weighted average price per share and the high and low prices, are provided in Annex A. The Reporting Person undertakes to provide, upon request by the staff of the SEC, the Issuer, or a security holder of the Issuer, full information regarding the number of shares purchased at each separate price for each transaction. |
| (d) | None. |
| (e) | Not applicable. |
| Item 7. | Material to be Filed as Exhibits. |
Item 7 is hereby amended and supplemented by the following:
Annex A |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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ATTACHMENTS / EXHIBITS
