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Item 15. Exhibits and Financial Statement Schedules

27K characters. Original on sec.gov ·

Item 15. Exhibits and Financial Statement Schedules

(a) Financial Statements and Schedules. See accompanying Index to Financial Statements.

Exhibit Index

Exhibit NumberDescriptionLocation
3Articles of incorporation and by laws
3(i)Amended and Restated Certificate of Incorporation of AIG, amended and restated May 15, 2024Incorporated by reference to Exhibit 3.3 to AIG’s Current Report on Form 8-K, filed with the SEC on May 17, 2024 (File No. 1-8787).
3(ii)AIG By-laws, amended and restated December 10, 2025Incorporated by reference to Exhibit 3.1 to AIG’s Current Report on Form 8-K filed with the SEC on December 15, 2025 (File No. 1-8787).
4Instruments defining the rights of security holders, including indenturesCertain instruments defining the rights of holders of long-term debt securities of AIG and its subsidiaries are omitted pursuant to Item 601(b)(4)(iii) of Regulation S-K. AIG hereby undertakes to furnish to the Commission, upon request, copies of any such instruments.
(1) Description of Registrant’s SecuritiesFiled herewith.
(2) Forty-Second Supplemental Indenture, dated March 27, 2023, between AIG and The Bank of New York Mellon, as Trustee, relating to the 5.125% Notes Due 2033 (2033 Notes)Incorporated by reference to Exhibit 4.1 to AIG’s Current Report on Form 8-K, filed with the SEC on March 27, 2023 (File No. 1-8787).
(3) Form of the 2033 Notes (included in Exhibit 4.2)Incorporated by reference to Exhibit 4.1 to AIG's Current Report on Form 8-K, filed with the SEC on March 27, 2023 (File No. 1-8787).
(4) Forty-Third Supplemental Indenture, dated November 27, 2024, between AIG and The Bank of New York Mellon, as Trustee, relating to the 2028 NotesIncorporated by reference to Exhibit 4.1 to AIG's Current Report on Form 8-K, filed with the SEC on November 27, 2024 (File No. 1-8787).
(5) Forty-Fourth Supplemental Indenture, dated November 27, 2024, between AIG and The Bank of New York Mellon, as Trustee, relating to the 2029 NotesIncorporated by reference to Exhibit 4.2 to AIG's Current Report on Form 8-K, filed with the SEC on November 27, 2024 (File No. 1-8787).
(6) Forty-Fifth Supplemental Indenture, dated November 27, 2024, between AIG and The Bank of New York Mellon, as Trustee, relating to the 2034 NotesIncorporated by reference to Exhibit 4.3 to AIG's Current Report on Form 8-K, filed with the SEC on November 27, 2024 (File No. 1-8787).
(7) Form of the 2028 Notes (included in Exhibit 4.4)Incorporated by reference to Exhibit 4.4 to AIG's Current Report on Form 8-K, filed with the SEC on November 27, 2024 (File No. 1-8787).
(8) Form of the 2029 Notes (included in Exhibit 4.5)Incorporated by reference to Exhibit 4.5 to AIG's Current Report on Form 8-K, filed with the SEC on November 27, 2024 (File No. 1-8787).
(9) Form of the 2034 Notes (included in Exhibit 4.6)Incorporated by reference to Exhibit 4.6 to AIG's Current Report on Form 8-K, filed with the SEC on November 27, 2024 (File No. 1-8787).
(10) Forty-Sixth Supplemental Indenture, dated May 7, 2025, between AIG and The Bank of New York Mellon, as Trustee, relating to the 4.850% Notes Due 2030 (2030 Notes)Incorporated by reference to Exhibit 4.1 to AIG’s Current Report on Form 8-K, filed with the SEC on May 7, 2025 (File No. 1-8787).
(11) Forty-Seventh Supplemental Indenture, dated May 7, 2025, between AIG and The Bank of New York Mellon, as Trustee, relating to the 5.450% Notes Due 2035 (2035 Notes)Incorporated by reference to Exhibit 4.2 to AIG’s Current Report on Form 8-K, filed with the SEC on May 7, 2025 (File No. 1-8787).
(12) Form of the 2030 Notes (included in Exhibit 4.10)Incorporated by reference to Exhibit 4.3 to AIG’s Current Report on Form 8-K, filed with the SEC on May 7, 2025 (File No. 1-8787).
(13) Form of the 2035 Notes (included in Exhibit 4.11)Incorporated by reference to Exhibit 4.4 to AIG’s Current Report on Form 8-K, filed with the SEC on May 7, 2025 (File No. 1-8787).
10Material contracts
(1) American International Group, Inc. 2010 Stock Incentive Plan*Incorporated by reference to Appendix B in AIG’s Definitive Proxy Statement, dated April 12, 2010 (Filed No. 1-8787).
(2) AIG 2010 Stock Incentive Plan Non-Employee Director Deferred Stock Units (DSU) Award Agreement*Incorporated by reference to Exhibit 10.14 to AIG’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 (File No. 1-8787).
(3) Executive Officer Form of Release and Restrictive Covenant Agreement*Incorporated by reference to Exhibit 10.5 to AIG’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 (File No. 1-8787).
172AIG | 2025 Form 10-K
Exhibit NumberDescriptionLocation
(4) Master Transaction Agreement, dated as of April 19, 2011, by and among American Home Assurance Company, Chartis Casualty Company (f/k/a American International South Insurance Company), Chartis Property Casualty Company (f/k/a AIG Casualty Company), Commerce and Industry Insurance Company, Granite State Insurance Company, Illinois National Insurance Co., National Union Fire Insurance Company of Pittsburgh, Pa., New Hampshire Insurance Company, The Insurance Company of the State of Pennsylvania, Chartis Select Insurance Company (f/k/a AIG Excess Liability Insurance Company Ltd.), Chartis Specialty Insurance Company (f/k/a American International Specialty Lines Insurance Company), Landmark Insurance Company, Lexington Insurance Company, AIU Insurance Company, American International Reinsurance Company, Ltd. and American Home Assurance Company, National Union Fire Insurance Company of Pittsburgh, Pa., New Hampshire Insurance Company and Chartis Overseas Limited acting as members of the Chartis Overseas Association as respects business written or assumed by or from affiliated companies of Chartis Inc. (collectively, the Reinsureds), Eaglestone Reinsurance Company and National Indemnity CompanyIncorporated by reference to Exhibit 10.6 to AIG’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011 (File No. 1-8787).
(5) AIG 2013 Omnibus Incentive Plan*Incorporated by reference to Appendix B in AIG’s Definitive Proxy Statement on Schedule 14A, dated April 4, 2013 (File No. 1-8787).
(6) Form of AIG 2013 Omnibus Incentive Plan Non-Employee Director DSU Award Agreement*Incorporated by reference to Exhibit 10.52 to AIG’s Annual Report on Form 10-K for the year ended December 31, 2016 (File No. 1-8787).
(7) Aggregate Excess of Loss Reinsurance Agreement, dated January 20, 2017, by and between AIG Assurance Company, AIG Property Casualty Company, AIG Specialty Insurance Company, AIU Insurance Company, American Home Assurance Company, Commerce and Industry Insurance Company, Granite State Insurance Company, Illinois National Insurance Co., Lexington Insurance Company, National Union Fire Insurance Company of Pittsburgh, Pa., New Hampshire Insurance Company and The Insurance Company Of The State Of Pennsylvania and National Indemnity Company (portions of this exhibit have been redacted pursuant to a request for confidential treatment)Incorporated by reference to Exhibit 10.1 to AIG's Current Report on Form 8-K filed with the SEC on February 14, 2017 (File No. 1-8787).
(8) Trust Agreement, dated January 20, 2017, by and among National Union Fire Insurance Company of Pittsburgh, Pa., National Indemnity Company, and Wells Fargo Bank, National Association (portions of this exhibit have been redacted pursuant to a request for confidential treatment)Incorporated by reference to Exhibit 10.2 to AIG's Current Report on Form 8-K filed with the SEC on February 14, 2017 (File No. 1-8787).
(9) Parental Guarantee Agreement, dated January 20, 2017, by Berkshire Hathaway Inc. in favor of National Union Fire Insurance Company of Pittsburgh, Pa.Incorporated by reference to Exhibit 10.3 to AIG's Current Report on Form 8-K filed with the SEC on February 14, 2017 (File No. 1-8787).
(10) Description of Non-Management Director Compensation*Incorporated by reference to “Compensation of Directors” in AIG’s Definitive Proxy Statement on Schedule 14A, dated April 2, 2024 (File No. 1-8787).
(11) AIG 2012 Executive Severance Plan (as amended and restated February 2021)*Incorporated by reference to Exhibit 10.35 to AIG’s Annual Report on Form 10-K, filed with the SEC on February 19, 2021 (File No. 1-8787).
(12) AIG Non-Qualified Retirement Income Plan (as amended and restated February 2021)*Incorporated by reference to Exhibit 10.37 to AIG’s Annual Report on Form 10-K, filed with the SEC on February 19, 2021 (File No. 1-8787).
(13) American International Group, Inc. 2021 Omnibus Incentive PlanIncorporated by reference to Appendix B to AIG’s Definitive Proxy Statement filed with the Commission on March 30, 2021 (File No. 001-08787).
(14) AIG Long Term Incentive Plan Form of Award Agreement (April 2021)*Incorporated by reference to Exhibit 10.7 to AIG’s Quarterly Report on Form 10-Q, filed with the SEC on May 7, 2021 (File No. 1-8787).
(15) Form of AIG 2021 Omnibus Incentive Plan Non-Employee Director DSU Award Agreement*Incorporated by reference to Exhibit 10.41 to AIG's Annual Report on Form 10-K, filed with the SEC on February 17, 2022 (File No. 1-8787).
(16) Form of Long-Term Incentive Award Agreement (as of March 2022)*Incorporated by Reference to Exhibit 10.4 to AIG’s Quarterly Report on Form 10-Q, filed with the SEC on May 5, 2022.
(17) Contract of Employment, dated as of July 24, 2022, between AIG and Charles Fry*Filed herewith.
(18) Separation Agreement, dated as of September 14, 2022, by and between American International Group, Inc. and Corebridge Financial, Inc.Incorporated by Reference to Exhibit 10.3 to AIG’s Quarterly Report on Form 10-Q, filed with the SEC on November 2, 2022 (File No. 1-8787).
(19) Registration Rights Agreement, dated as of September 14, 2022, by and between American International Group, Inc. and Corebridge Financial, Inc.Incorporated by Reference to Exhibit 10.4 to AIG’s Quarterly Report on Form 10-Q, filed with the SEC on November 2, 2022 (File No. 1-8787).
(20) Employment Agreement, dated as of November 10, 2022, by and between American International Group, Inc. and Peter Zaffino*Incorporated by reference to Exhibit 10.55 on AIG’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on February 17, 2023 (File No. 1-8787).
(21) RSU Award Agreement, between American International Group, Inc. and Peter Zaffino*Incorporated by reference to Exhibit 10.56 on AIG’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on February 17, 2023 (File No. 1-8787).
AIG | 2025 Form 10-K173
Exhibit NumberDescriptionLocation
(22) Form of AIG 2021 Omnibus Incentive Plan Non-Employee Director Deferred Stock Units Award Agreement*Incorporated by Reference to Exhibit 10.2 to AIG’s Quarterly Report on Form 10-Q, filed with the SEC on November 2, 2023 (File No. 1-8787).
(23) Stock Purchase Agreement, dated as of May 16, 2024, by and among American International Group, Inc., Corebridge Financial, Inc. and Nippon Life Insurance CompanyIncorporated by reference to Exhibit 10.1 to AIG’s Current Report on Form 8-K, filed with the SEC on May 16, 2024 (File No. 1-8787).
(24) Amendment, dated as of May 16, 2024, to Separation Agreement, by and between American International Group, Inc. and Corebridge Financial, Inc.Incorporated by reference to Exhibit 99.1 to AIG’s Current Report on Form 8-K, filed with the SEC on May 16, 2024 (File No. 1-8787)
(25) Letter Agreement including Non-Solicitation and Non-Disclosure Agreement, effective September 13, 2024, between AIG and Keith Walsh*Incorporated by Reference to Exhibit 10.1 to AIG’s Quarterly Report on Form 10-Q, filed with the SEC on November 7, 2024 (File No. 1-8787).
(26) Amendment Letter, dated October 4, 2024, to the Letter Agreement, effective September 13, 2024, between AIG and Keith Walsh*Incorporated by Reference to Exhibit 10.3 to AIG’s Quarterly Report on Form 10-Q, filed with the SEC on November 7, 2024 (File No. 1-8787).
(27) Credit Agreement, dated as of September 27, 2024, among AIG, the subsidiary borrowers party thereto, the lenders party thereto, Bank of America, N.A., as Administrative Agent, and each Several L/C Agent party thereto.Incorporated by Reference to Exhibit 10.2 to AIG’s Quarterly Report on Form 10-Q, filed with the SEC on November 7, 2024 (File No. 1-8787).
(28) Form of AIG Long Term Incentive Stock Award Agreement (as of December 2024)*Incorporated by Reference to Exhibit 10.34 to AIG’s Annual report on Form 10-K, filed with the SEC on February 13, 2025 (File No. 1-8787).
(29) Form of AIG Long Term Incentive Restricted Stock Unit Award Agreement (as of December 2024)*Incorporated by Reference to Exhibit 10.35 to AIG’s Annual report on Form 10-K, filed with the SEC on February 13, 2025 (File No. 1-8787).
(30) Form of AIG Long Term Incentive Performance Share Unit Award Agreement (as of December 2024)*Incorporated by Reference to Exhibit 10.36 to AIG’s Annual report on Form 10-K, filed with the SEC on February 13, 2025 (File No. 1-8787).
(31) AIG Long Term Incentive Plan (as amended and restated effective October 15, 2025)*Incorporated by Reference to Exhibit 10.2 to AIG’s Quarterly Report on Form 10-Q, filed with the SEC on November 5, 2025 (File No. 1-8787).
(32) AIG Short Term Incentive Plan (as amended and restated effective October 15, 2025)*Incorporated by Reference to Exhibit 10.3 to AIG’s Quarterly Report on Form 10-Q, filed with the SEC on November 5, 2025 (File No. 1-8787).
(33) Contract of Employment, dated December 1, 2025, between AIG and Jonathan Hancock*Filed herewith.
(34) AIG Clawback Policy (as amended and restated effective December 9, 2025)*Filed herewith.
19Insider Trading PolicyFiled herewith.
21Subsidiaries of RegistrantFiled herewith.
22Guaranteed SecuritiesNone.
23Consent of Independent Registered Public Accounting FirmFiled herewith.
24Powers of attorneyIncluded on signature page and filed herewith.
31Rule 13a-14(a)/15d-14(a) CertificationsFiled herewith.
32Section 1350 Certifications**Furnished herewith.
97Financial Restatement Compensation Recoupment Policy (effective as of September 11, 2023)Incorporated by Reference to Exhibit 10.49 to AIG’s Annual Report on Form 10-K, filed with the SEC on February 14, 2024 (File No. 1-8787).
101Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Balance Sheets as of December 31, 2025 and December 31, 2024, (ii) the Consolidated Statements of Income (Loss) for the three years ended December 31, 2025, (iii) the Consolidated Statements of Equity for the three years ended December 31, 2025, (iv) the Consolidated Statements of Cash Flows for the three years ended December 31, 2025, (v) the Consolidated Statements of Comprehensive Income (Loss) for the three years ended December 31, 2025 and (vi) the Notes to the Consolidated Financial Statements.Filed herewith.
104Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101)Filed herewith.

*This exhibit is a management contract or a compensatory plan or arrangement.

**This information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934.

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