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 2, 2026 (September 1, 2026 )
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(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 | ||||||
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 5 - Corporate Governance and Management
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 1, 2026, Peter Zaffino notified the American International Group, Inc. (the “Company”) Board of Directors (the “Board”) that he will step down as Executive Chair and a member of the Board, effective September 15, 2026 (the “Transition Date”). On the Transition Date, Mr. Zaffino will become a Senior Advisor to the CEO of the Company, and John Rice, the Company’s Lead Independent Director, will become Chair of the Board.
Mr. Zaffino’s resignation is not due to any disagreement with the Company, its management or the Board or on any matter related to the Company’s operations, policies or practices.
On September 1, 2026, the Company and Mr. Zaffino entered into an amendment (the “Amendment”) to Mr. Zaffino’s Employment Agreement dated as of November 10, 2022 and amended January 3, 2026 (the “Agreement”) which confirms that neither Mr. Zaffino’s transition to Senior Advisor nor Mr. Rice’s appointment as Chair will result in any changes to Mr. Zaffino’s compensation pursuant to the Agreement or constitute a termination without Cause or for Good Reason for purposes of Sections 7(d) or 7(e) of the Agreement.
The foregoing summary of the terms of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2026.
A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Section 9 - Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
EXHIBIT INDEX
| Exhibit No. | Description | |||||||
| 104 | Cover 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 2, 2026 | By: | /s/ Christina Banthin | |||||||||
| Name: | Christina Banthin | ||||||||||
| Title: | Senior Vice President and Corporate Secretary | ||||||||||
| Press Release | Contacts: | ||||
| www.aig.com | Leah Gerstner (AIG Media): leah.gerstner@aig.com | ||||
Quentin McMillan (AIG Investors): quentin.mcmillan@aig.com | |||||
AIG Announces Board Leadership Transition
Executive Chair Peter Zaffino Transitions to Senior Advisor Role
John Rice Elected Chair of the AIG Board of Directors
NEW YORK – September 2, 2026 – American International Group, Inc. (NYSE: AIG) today announced that Peter Zaffino has informed the AIG Board of Directors that he will step down as Executive Chair and a member of the Board of Directors, effective September 15, 2026. Mr. Zaffino will become a Senior Advisor to the company, and in this role, he will continue to support the company’s executive leadership transition. The Board has elected John Rice, AIG’s Lead Independent Director, to serve as Chair of the AIG Board of Directors effective September 15, 2026. Mr. Rice has been a member of the Board since March 2022.
“I want to thank Peter for his exceptional leadership and lasting contributions to AIG. Under his tenure, AIG strengthened its competitive position and created significant long-term value for shareholders. On behalf of the AIG Board of Directors, we are grateful that AIG will continue to benefit from Peter’s guidance and advice,” said John Rice, Chair of the AIG Board of Directors. “I am honored to continue to have a leadership role on AIG’s Board, now as its Chair, working closely with my fellow Directors, President & CEO Eric Andersen, and AIG’s leadership team as we advance the company’s strategic priorities, maintain strong governance and remain focused on delivering sustainable, profitable growth.”
Mr. Rice has served as AIG’s Lead Independent Director since January 2023. Previously, he was Non-Executive Chairman of GE Gas Power from 2018 to 2020. Prior to that role, Mr. Rice was President and Chief Executive Officer of the GE Global Growth Organization for seven years. He held other senior leadership positions with General Electric in global markets, including Hong Kong, Singapore and Canada, before retiring from GE as Vice Chairman in 2018. Mr. Rice is a trustee of Emory University and Hamilton College, and he currently serves on the board of Baker Hughes Company.
Mr. Zaffino said, “Following my transition to Executive Chair earlier this year, I look forward to serving AIG as a Senior Advisor, working with the Board of Directors and President & CEO Eric Andersen through this thoughtful approach to our leadership transition. I was pleased to have the opportunity to work closely with Eric Andersen at the start of this transition and look forward to continuing to work closely with John Rice as he assumes the role of Chair. With AIG entering its next chapter, now is the right time for the next phase of leadership. I am incredibly proud of all that we have accomplished together as a company. I want to recognize and thank my AIG colleagues for their hard work and extraordinary efforts, and I look forward to the company’s continued success.
# # #
About AIG
American International Group, Inc. (NYSE: AIG) is a leading global insurance organization. AIG provides insurance solutions that help businesses and individuals in more than 200 countries and jurisdictions protect their assets and manage risks through AIG operations, licenses and authorizations as well as network partners.
AIG is the marketing name for the worldwide operations of American International Group, Inc. All products and services are written or provided by subsidiaries or affiliates of American International Group, Inc. Products or services may not be available in all countries and jurisdictions, and coverage is subject to underwriting requirements and actual policy language. Non-insurance products and services may be provided by independent third parties. Certain property casualty coverages may be provided by a surplus lines insurer. Surplus lines insurers do not generally participate in state guaranty funds, and insureds are therefore not protected by such funds.