AIG WS

• Net income attributable to AIG common shareholders was $948 million, or $1.78 per diluted share, for Q2 2026, down 10% year-over-year.
• Adjusted after-tax income (AATI) per diluted share was $2.00, up 10% year-over-year.
• General Insurance combined ratio was 89.0%, and accident year combined ratio as adjusted was 88.1%, each improving 30 basis points year-over-year.
• Board declared a quarterly cash dividend of $0.50 per share, payable September 30, 2026.

2.02 Results of Operations and Financial Condition · 8.01 Other Events · 9.01 Financial Statements and Exhibits

• Thomas D. Stoddard was appointed as an independent director of AIG, effective June 1, 2026, and will serve on the Audit Committee.
• He will participate in AIG's standard independent director compensation program as described in the 2026 Proxy Statement.
• At the May 13, 2026 Annual Meeting, all ten director nominees were elected, and shareholders approved the advisory say-on-pay proposal and ratified PricewaterhouseCoopers as independent auditor for 2026.
• The appointment was announced via a press release dated May 14, 2026, attached as Exhibit 99.1.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 5.07 Submission of Matters to a Vote of Security Holders · 9.01 Financial Statements and Exhibits

• Adjusted after-tax income per diluted share was $2.11, an 80% increase year-over-year.
• General Insurance underwriting income more than tripled to $774 million, with a combined ratio of 87.3%.
• Board declared a quarterly cash dividend of $0.50 per share, an 11% increase.
• Returned $760 million to shareholders in the quarter, including $519 million in share repurchases.

2.02 Results of Operations and Financial Condition · 8.01 Other Events · 9.01 Financial Statements and Exhibits

• On April 27, 2026, AIG's Board appointed Eric Andersen as President and CEO and a Board member, effective June 1, 2026.
• Peter Zaffino, current Chairman and CEO, will become Executive Chair of the Board on the same date.
• No arrangements, understandings, or family relationships exist between Andersen or Zaffino and other executives or directors, and neither has reportable interests under Item 404(a).
• Compensation for both roles was previously disclosed in a Form 8-K filed January 6, 2026.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 9.01 Financial Statements and Exhibits

• James Dunne III notified AIG's Board on March 10, 2026, that he will not stand for re-election at the 2026 Annual Meeting of Shareholders scheduled for May 13, 2026.
• He will remain on the Board and as a member of the Compensation and Management Resources Committee until the 2026 Annual Meeting.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements

• Full year 2025 net income per diluted share was $5.43, compared to a net loss per diluted share of $2.17 in the prior year; AATI per diluted share was $7.09, up 43% year-over-year.
• General Insurance underwriting income was $670 million in Q4 2025, up 48% year-over-year, and $2.3 billion for the full year, up 22%.
• The Board declared a quarterly cash dividend of $0.45 per share, payable on March 30, 2026, to shareholders of record on March 16, 2026.
• AIG returned $809 million to shareholders in Q4 2025 and $6.8 billion for the full year, including share repurchases and dividends.

2.02 Results of Operations and Financial Condition · 8.01 Other Events · 9.01 Financial Statements and Exhibits

• Peter Zaffino, Chairman & CEO, will transition to Executive Chair and retire as CEO by mid-2026.
• Eric Andersen, age 60, will join AIG as President and CEO-Elect effective February 16, 2026, reporting to Zaffino.
• Zaffino's annual target direct compensation as Chairman & CEO is $25,000,000, dropping to $15,000,000 as Executive Chair.
• Andersen's initial annual target direct compensation is $14,000,000, increasing to $18,000,000 upon becoming CEO, plus a $12,500,000 equity award.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 9.01 Financial Statements and Exhibits

• The amendments update provisions to track changes in Delaware law and include clarifying, ministerial, and other changes.
• Key changes include giving the Board sole discretion to set the number of directors and allowing only registered stockholders to bring matters before shareholder meetings.
• The amendments revise disclosure requirements for shareholder special meeting requests, written consents, and director nominations, and restrict special meeting requests in certain situations.
• The By-Laws, as amended and restated, are attached as Exhibit 3.1 to the Form 8-K filed on December 15, 2025.

5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · 9.01 Financial Statements and Exhibits