AMERICAN INTERNATIONAL GROUP, INC.

Regulatory Filings • May 7, 2025

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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): May 7, 2025

AMERICAN INTERNATIONAL GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-8787	13-2592361
(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 class | Trading Symbol(s) | Name
of each exchange on which registered |
| --- | --- | --- |
| Common Stock, Par Value $2.50 Per Share | AIG | New 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. ¨

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Section 8 – Other Events

Item 8.01. Other Events.

On May 7, 2025, American International Group, Inc. (“AIG”) closed the sale of $625,000,000 aggregate principal amount of its 4.850% Notes Due 2030 (the “2030 Notes”) and $625,000,000 aggregate principal amount of its 5.450% Notes Due 2035 (the “2035 Notes” and, together with the 2030 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 May 5, 2025, between AIG and Citigroup Global Markets Inc., Morgan Stanley & Co. LLC, BofA Securities, Inc., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein, relating to the Notes;

· Forty-Sixth Supplemental Indenture, dated May 7, 2025, between AIG and The Bank of New York Mellon, as Trustee, relating to the 2030 Notes;

· Forty-Seventh Supplemental Indenture, dated May 7, 2025, between AIG and The Bank of New York Mellon, as Trustee, relating to the 2035 Notes;

· Form of the 2030 Notes;

· Form of the 2035 Notes; and

· Opinion of Sullivan & Cromwell LLP, dated May 7, 2025, as to the validity of the Notes.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

1.1	Underwriting Agreement, dated May 5, 2025, between AIG and Citigroup Global Markets Inc., Morgan Stanley & Co. LLC, BofA Securities, Inc., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein, relating to the Notes
4.1	Forty-Sixth Supplemental Indenture, dated May 7, 2025, between AIG and The Bank of New York Mellon, as Trustee, relating to the 2030 Notes
4.2	Forty-Seventh Supplemental Indenture, dated May 7, 2025, between AIG and The Bank of New York Mellon, as Trustee, relating to the 2035 Notes
4.3	Form of the 2030 Notes (included in Exhibit 4.1)
4.4	Form of the 2035 Notes (included in Exhibit 4.2)
5.1	Opinion of Sullivan & Cromwell LLP, dated May 7, 2025, as to the validity of the Notes
23.1	Consent of Sullivan & Cromwell LLP (included in Exhibit 5.1)
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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EXHIBIT INDEX

Exhibit No.	Description
1.1	Underwriting Agreement, dated May 5, 2025, between AIG and Citigroup Global Markets Inc., Morgan Stanley & Co. LLC, BofA Securities, Inc., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein, relating to the Notes
4.1	Forty-Sixth Supplemental Indenture, dated May 7, 2025, between AIG and The Bank of New York Mellon, as Trustee, relating to the 2030 Notes
4.2	Forty-Seventh Supplemental Indenture, dated May 7, 2025, between AIG and The Bank of New York Mellon, as Trustee, relating to the 2035 Notes
4.3	Form of the 2030 Notes (included in Exhibit 4.1)
4.4	Form of the 2035 Notes (included in Exhibit 4.2)
5.1	Opinion of Sullivan & Cromwell LLP, dated May 7, 2025, as to the validity of the Notes
23.1	Consent of Sullivan & Cromwell LLP (included in Exhibit 5.1)
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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.

/s/ Christina Banthin
Name:	Christina Banthin
Title:	Senior Vice President and Corporate Secretary

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