CRBG · Corebridge Financial Inc. 6.375

The Voting and Support Agreement significantly advances the strategic merger between Corebridge Financial and Equitable Holdings by securing critical alignment from Nippon Life, Corebridge’s major shareholder. By contractually obligating Nippon Life to vote its Covered Stock—defined as all shares it owns of record or beneficially on the record date—in favor of the Merger Agreement and against any competing proposals, the agreement materially increases the likelihood of obtaining the Requisite Corebridge Vote. The transfer restrictions further reduce execution risk by preventing dilution or defection of voting support ahead of the special stockholder meeting. Importantly, the agreement imposes active regulatory cooperation duties on Nippon Life—not just passive consent—including timely CFIUS filings and ongoing transparency with Corebridge and Equitable regarding regulator engagement. This is especially consequential given the cross-border nature of the transaction and heightened scrutiny of foreign investment in U.S. financial institutions. The replacement of the December 2024 shareholder agreements with updated versions upon closing reflects an intentional reset of governance and registration rights aligned with the post-merger structure under HoldCo, preserving continuity while adapting to the new ownership hierarchy. Collectively, these terms signal strong commitment from all three parties and reduce key path-to-closing uncertainties for investors.