American International Group 8-K 2026-09-24

Filed 2026-09-24. 1 sections, 9K characters. Original on sec.gov · Markdown · JSON

Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 24, 2026

AMERICAN INTERNATIONAL GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware1-878713-2592361
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

1271 Avenue of the Americas New York, New York 10020

(Address of principal executive offices)

Registrant’s telephone number, including area code: (212**) 770-7000**

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, Par Value $2.50 Per ShareAIGNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Section 8 – Other Events

Item 8.01. Other Events.

On September 24, 2026, American International Group, Inc. (“AIG”) closed the sale of €625,000,000 aggregate principal amount of its 4.250% Notes Due 2031 (the “2031 Notes”) and €500,000,000 aggregate principal amount of its 4.750% Notes Due 2036 (the “2036 Notes” and, together with the 2031 Notes, the “Notes”).

The following documents relating to the sale of the Notes are filed as exhibits to this Current Report on Form 8-K and are incorporated into this Item 8.01 by reference:

•Underwriting Agreement, dated September 15, 2026, between AIG and Deutsche Bank AG, London Branch, J.P. Morgan Securities plc, BNP PARIBAS and Citigroup Global Markets Limited, as representatives of the several underwriters named in Schedule I thereto, relating to the Notes;
•Forty-Eighth Supplemental Indenture, dated September 24, 2026, between AIG and The Bank of New York Mellon, as Trustee, relating to the 2031 Notes;
•Forty-Ninth Supplemental Indenture, dated September 24, 2026, between AIG and The Bank of New York Mellon, as Trustee, relating to the 2036 Notes;
•Form of the 2031 Notes;
•Form of the 2036 Notes; and
•Opinion of Sullivan & Cromwell LLP, dated September 24, 2026, as to the validity of the Notes.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

1.1Underwriting Agreement, dated September 15, 2026, between AIG and Deutsche Bank AG, London Branch, J.P. Morgan Securities plc, BNP PARIBAS and Citigroup Global Markets Limited, as representatives of the several underwriters named in Schedule I thereto, relating to the Notes
4.1Forty-Eighth Supplemental Indenture, dated September 24, 2026, between AIG and The Bank of New York Mellon, as Trustee, relating to the 2031 Notes
4.2Forty-Ninth Supplemental Indenture, dated September 24, 2026, between AIG and The Bank of New York Mellon, as Trustee, relating to the 2036 Notes
4.3Form of the 2031 Notes (included in Exhibit 4.1)
4.4Form of the 2036 Notes (included in Exhibit 4.2)
5.1Opinion of Sullivan & Cromwell LLP, dated September 24, 2026, as to the validity of the Notes
23.1Consent of Sullivan & Cromwell LLP (included in Exhibit 5.1)
104Cover Page Interactive Data File (embedded within the Inline XBRL document)

EXHIBIT INDEX

Exhibit No.Description
1.1Underwriting Agreement, dated September 15, 2026, between AIG and Deutsche Bank AG, London Branch, J.P. Morgan Securities plc, BNP PARIBAS and Citigroup Global Markets Limited, as representatives of the several underwriters named in Schedule I thereto, relating to the Notes
4.1Forty-Eighth Supplemental Indenture, dated September 24, 2026, between AIG and The Bank of New York Mellon, as Trustee, relating to the 2031 Notes
4.2Forty-Ninth Supplemental Indenture, dated September 24, 2026, between AIG and The Bank of New York Mellon, as Trustee, relating to the 2036 Notes
4.3Form of the 2031 Notes (included in Exhibit 4.1)
4.4Form of the 2036 Notes (included in Exhibit 4.2)
5.1Opinion of Sullivan & Cromwell LLP, dated September 24, 2026, as to the validity of the Notes
23.1Consent of Sullivan & Cromwell LLP (included in Exhibit 5.1)
104Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

**AMERICAN INTERNATIONAL GROUP, INC. **(Registrant)
Date: September 24, 2026By:/s/ Christopher Arana
Name:Christopher Arana
Title:Deputy Corporate Secretary