Item 1A. Risk Factors

In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risk factors discussed in Part I, Item 1A. Risk Factors in the 2021 Annual Report.

ITEM 2 | Unregistered Sales of Equity Securities and Use of Proceeds

The following table provides information about purchases made by or on behalf of AIG or any “affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934 (the Exchange Act)) of AIG Common Stock during the three months ended March 31, 2022:

	Total Number		Average	Total Number of Shares	Approximate Dollar Value of Shares
	of Shares		Price Paid	Purchased as Part of Publicly	that May Yet Be Purchased Under the
Period	Repurchased		per Share	Announced Plans or Programs	Plans or Programs (in millions)
January 1 – 31	6,137,986	$	58.67	6,137,986		$	3,583
February 1 – 28	5,813,896		61.14	5,813,896			3,227
March 1 – 31	11,421,622		60.18	11,421,622			2,540
Total	23,373,504	$	60.02	23,373,504		$	2,540

During the three-month period ended March 31, 2022, AIG Parent repurchased approximately 23 million shares of AIG common stock, par value $2.50 per share (AIG Common Stock) for an aggregate purchase price of $1.4 billion.

As of March 31, 2022, approximately $2.5 billion remained under the then-existing share repurchase authorization. Pursuant to an Exchange Act Rule 10b5-1 repurchase plan that expires on May 20, 2022 (the Current 10b5-1 Plan), from April 1, 2022 to April 29, 2022, we repurchased approximately 10 million shares of AIG Common Stock for an aggregate purchase price of approximately $598 million. On May 3, 2022, the Board of Directors authorized the repurchase of $6.5 billion of AIG Common Stock (inclusive of the approximately $1.5 billion of expected remaining authorization upon expiration of the Current 10b5-1 Plan as of May 20, 2022).

Shares may be repurchased from time to time in the open market, private purchases, through forward, derivative, accelerated repurchase or automatic repurchase transactions or otherwise. Certain of our share repurchases have been and may from time to time be effected through Exchange Act Rule 10b5-1 repurchase plans. The timing of any future share repurchases will depend on market conditions, our business and strategic plans, financial condition, results of operations, liquidity and other factors. The repurchase of AIG Common Stock is also subject to the terms of AIG’s Series A 5.85% Non-Cumulative Preferred Stock (Series A Preferred Stock), pursuant to which AIG may not (other than in limited circumstances) purchase, redeem or otherwise acquire AIG Common Stock unless the full dividends for the latest completed dividend period on all outstanding shares of Series A Preferred Stock have been declared and paid or provided for.

ITEM 4 | Mine Safety Disclosures

Not applicable.

139 AIG | First Quarter 2022 Form 10-Q

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