[8-K] AllianceBernstein Holding, L.P. Reports Material Event

Rhea-AI Filing Summary

AllianceBernstein Holding L.P. (NYSE: AB) has executed a material unit-for-unit exchange with its former parent, Equitable Holdings, Inc. (EQH). Pursuant to an Amended and Restated Exchange Agreement dated 10 July 2025, AllianceBernstein L.P. ("AB") increased the number of exchangeable units remaining under the December 2024 master agreement from 4,788,806 to 19,682,946. Immediately upon signing, AB and EQH exchanged the full 19,682,946 AB Units for an equal number of AB Holding Units.

The AB Holding Units received from EQH were retired, permanently reducing the total outstanding AB Holding Units by the same amount. In parallel, AB issued an equivalent number of new AB Units to EQH. Following completion of the swap, the amended agreement was terminated, eliminating any further exchange capacity between the parties.

The issuance of AB Units was conducted as a private placement under Section 4(a)(2) of the Securities Act and therefore did not require SEC registration. No financial statements or pro-forma figures were included in this Form 8-K, and the company made customary forward-looking-statement disclaimers.

• Key Figures: 19.7 million units exchanged; 19.7 million AB Holding Units retired; no future exchanges contemplated.
• Potential Implications: Fewer AB Holding Units outstanding may increase each remaining holder’s claim on AB Holding’s distributions, while the corresponding issuance of AB Units to EQH slightly dilutes AB L.P.’s existing unit holders. Net economic impact depends on comparative ownership structures, which the filing does not quantify.

Positive

• 19.7 million AB Holding Units retired, potentially increasing distributions per remaining unit holders.
• Termination of the exchange agreement eliminates future dilution risk from additional unit swaps.
• Transaction completed via private placement, incurring no public-offering costs or SEC registration delay.

Negative

• AB L.P. issued 19.7 million new AB Units to EQH, diluting economic interests at the operating-partnership level.
• Filing provides no pro-forma ownership or financial impact details, limiting transparency for investors.

Insights

Securities Analyst

TL;DR Unit swap retires 19.7 M AB Holding Units, ends exchange program; distribution per remaining unit likely rises, offset by AB L.P. dilution.

The amended agreement boosts the exchange capacity nearly four-fold, executes it immediately and then self-terminates, signalling a final structural realignment between AllianceBernstein and legacy parent EQH. Retiring 19.7 million AB Holding Units removes roughly 10 % of outstanding units (exact base not disclosed here), mechanically raising each remaining unit’s share of AB Holding’s earnings and cash distributions. Conversely, AB L.P. issues an equal number of new units to EQH, marginally diluting economic interests at the operating partnership level. Because the filing omits pro-forma ownership tables, the precise net benefit or cost cannot be quantified, leaving the transaction strategically neutral for most public holders. From a governance perspective, terminating the agreement removes an overhang of future exchanges, improving visibility on unit count. No cash changes hands, and the private-placement exemption avoids registration expense.

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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): July 14, 2025 (July 10, 2025)

ALLIANCEBERNSTEIN HOLDING L.P.

(Exact name of registrant as specified in its charter)

Delaware			001-09818			13-3434400
(State or other jurisdiction of incorporation or organization)			(Commission File Number)			(I.R.S. Employer Identification Number)

501 Commerce Street, Nashville, TN  37023

(Address of principal executive offices)

(Zip Code)

(615) 622-0000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

☐ 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))

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. ☐

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

Title of Each Class			Trading Symbol			Name of Each Exchange on which Registered
Units rep. assignments of beneficial ownership of limited partnership interests in AB Holding			AB			NYSE

Item 8.01.    Other Events.

As previously disclosed by AllianceBernstein L.P. (“AB”) and AllianceBernstein Holding L.P. in a Current Report on Form 8-K filed with the Securities and Exchange Commission on December 19, 2024, AB entered into a master exchange agreement (the “Exchange Agreement”) providing for the issuance by AB of up to 10,000,000 units representing assignments of beneficial ownership of limited partnership interests in AB (“AB Units”) to Equitable Holdings, Inc. (“EQH”) and any of its wholly-owned subsidiaries in exchange for an equal number of units representing assignments of beneficial ownership of limited partnership interests in AllianceBernstein Holding L.P. (“AB Holding Units”) owned by EQH or any such subsidiary. At the time the Exchange Agreement was entered into, AB and EQH exchanged 5,211,194 AB Units for AB Holding Units (thereby reducing the 10,000,000 AB Units available for future exchange to 4,788,806 AB Units), and the acquired AB Holding Units were retired.

On July 10, 2025, AB entered in an amended and restated Exchange Agreement (the “Amended Exchange Agreement”) to increase the AB Units that remain available for exchange from 4,788,806 AB Units to 19,682,946 AB Units. At the time the Amended Exchange Agreement was entered into, AB and EQH exchanged 19,682,946 AB Units for AB Holding Units and the acquired AB Holding Units were retired. Following the exchange, the Amended Exchange Agreement was terminated. The issuance of the AB Units was exempt from the registration requirements of the Securities Act of 1933, as amended, by virtue of Section 4(a)(2) thereof because such issuance did not involve a public offering.

Forward-looking Statements

The Company cautions that all statements, other than statements of historical facts, contained in this Current Report on Form 8-K, or furnished herewith, are forward-looking statements. Forward-looking statements are subject to known and unknown risks, uncertainties, and other factors that may cause our or our industry’s actual results, levels or activity, performance or achievements to be materially different from those anticipated by such statements. The use of words such as “may,” “might,” “will,” “should,” “could,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “project,” “intend,” “future,” “potential,” or “continue,” and other similar expressions are intended to identify forward looking statements. However, the absence of these words does not mean that statements are not forward-looking. All forward-looking statements are based on current estimates, assumptions and expectations by our management that, although we believe to be reasonable, are inherently uncertain. Any forward-looking statement expressing an expectation or belief as to future events is expressed in good faith and believed to be reasonable at the time such forward-looking statement is made. However, these statements are not guarantees of future events and are subject to risks and uncertainties and other factors beyond our control that may cause actual results to differ materially from those expressed in any forward-looking statement.

Any forward-looking statement speaks only as of the date on which it was made. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

10.1    Amended Exchange Agreement.

104     Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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 thereunto duly authorized.

						ALLIANCEBERNSTEIN HOLDING L.P.
Dated: July 14, 2025						By:			/s/ Mark Manley
									Mark Manley Corporate Secretary

FAQ

What did AllianceBernstein (AB) announce in its July 14 2025 Form 8-K?

AB reported exchanging 19,682,946 AB Units with Equitable Holdings and retiring an equal number of AB Holding Units.

How many AB Holding Units were retired?

A total of 19,682,946 AB Holding Units were permanently retired.

Will there be additional exchanges under this agreement?

No. After completing the exchange, the Amended Exchange Agreement was terminated, ending any future swaps.

Does the transaction require SEC registration?

No. The issuance of AB Units was exempt under Section 4(a)(2) of the Securities Act as a private offering.

What is the potential impact on AB Holding distribution per unit?

With fewer AB Holding Units outstanding, each remaining unit now represents a larger ownership share, which could raise future distributions.