Corebridge Financial (CRBD) shareholders approve Equitable merger and ESPP

Rhea-AI Filing Summary

Corebridge Financial, Inc. stockholders approved the Agreement and Plan of Merger with Equitable Holdings, Inc. at a special meeting held on July 30, 2026. The merger proposal received 366,176,877 votes for, 119,470 against and 494,943 abstentions.

Stockholders also approved, on a non-binding advisory basis, potential compensation to Corebridge’s named executive officers related to the transaction, and adopted the Corebridge 2026 Employee Stock Purchase Plan. The proposed transaction remains subject to regulatory approval and other customary closing conditions and is expected to close by year-end 2026.

Key Figures

Shares outstanding on record date: 445,768,608 shares Shares represented at meeting: 366,791,290 shares Merger proposal votes for: 366,176,877 +4 more

7 metrics

Shares outstanding on record date 445,768,608 shares Corebridge common stock outstanding as of June 22, 2026

Shares represented at meeting 366,791,290 shares Shares present in person or by proxy at the special meeting, about 82.28% of eligible

Merger proposal votes for 366,176,877 Votes cast in favor of the Corebridge Merger Agreement Proposal

Merger proposal votes against 119,470 Votes cast against the Corebridge Merger Agreement Proposal

Advisory compensation votes for 363,925,631 Votes in favor of the Corebridge Advisory Compensation Proposal

ESPP proposal votes for 365,387,899 Votes in favor of adopting the Corebridge 2026 Employee Stock Purchase Plan

Quorum percentage 82.28% Portion of outstanding Corebridge common stock represented at the special meeting

Key Terms

Agreement and Plan of Merger, non-binding advisory basis, Employee Stock Purchase Plan, broker non-votes, +1 more

5 terms

Agreement and Plan of Merger regulatory

"a proposal to adopt the Agreement and Plan of Merger"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

non-binding advisory basis regulatory

"to approve, on a non-binding advisory basis, the compensation"

A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.

Employee Stock Purchase Plan financial

"a proposal ... to adopt the Corebridge 2026 Employee Stock Purchase Plan"

An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

broker non-votes financial

"For | Against | Abstain | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

customary closing conditions regulatory

"subject to regulatory approval and the satisfaction of other customary closing conditions"

"Customary closing conditions" are standard rules or checks that must be met before a business deal can be finalized, like making sure all paperwork is in order or that certain approvals are obtained. They matter because they help protect both parties, ensuring everything is in place and reducing the risk of surprises or problems after the deal is closed.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/30/2026 - 04:42 PM Accepted by SEC EDGAR 07/30/2026 - 04:37 PM Learn about SEC filing dates

FAQ

What merger did Corebridge Financial (CRBD) stockholders approve?

Stockholders approved the Agreement and Plan of Merger among Corebridge, Equitable Holdings, Inc., and newly formed subsidiaries. This clears the stockholder-approval step for the proposed combination, which still requires regulatory approvals and other customary closing conditions.

How many Corebridge (CRBD) shares were outstanding and represented at the special meeting?

There were 445,768,608 Corebridge common shares outstanding as of June 22, 2026. At the special meeting, 366,791,290 shares, or approximately 82.28% of those eligible to vote, were present in person or by proxy, constituting a quorum.

What were the exact voting results on the Corebridge (CRBD) merger proposal?

The merger proposal received 366,176,877 votes for, 119,470 against and 494,943 abstentions, with no broker non-votes. Based on these certified results, the proposal to adopt the Merger Agreement was approved by Corebridge stockholders.

Did Corebridge (CRBD) stockholders approve the advisory compensation proposal?

Yes. The advisory compensation proposal received 363,925,631 votes for, 2,585,612 against and 280,047 abstentions. This approves, on a non-binding advisory basis, compensation that may be paid to Corebridge’s named executive officers in connection with the transaction.

Was the Corebridge (CRBD) 2026 Employee Stock Purchase Plan approved?

Yes. The Corebridge 2026 Employee Stock Purchase Plan received 365,387,899 votes for, 1,191,373 against and 212,018 abstentions, with no broker non-votes. This vote adopts the new employee stock purchase plan for eligible participants.

When is the Corebridge–Equitable (CRBD) transaction expected to close?

The companies stated the proposed transaction is expected to close by year-end 2026, after required regulatory approvals and other customary closing conditions are satisfied. All necessary stockholder approvals for the transaction have already been obtained.

 

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 30, 2026

Corebridge Financial, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-41504	95-4715639
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2919 Allen Parkway, Woodson Tower,
Houston, Texas		77019
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: 1-877-375-2422

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		CRBG		New York Stock Exchange
6.375% Junior Subordinated Notes		CRBD		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. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

On July 30, 2026, Corebridge Financial, Inc., a Delaware corporation (“Corebridge”), held a special meeting of its stockholders (the “Special Meeting”) to consider and vote on: (1) a proposal (the “Corebridge Merger Agreement Proposal”) to adopt the Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”), by and among Corebridge, Equitable Holdings, Inc., a Delaware corporation (“Equitable”), Mountain Holding, Inc., a newly formed Delaware corporation and wholly-owned subsidiary of Corebridge (“New Equitable”), Palisade Holding, Inc., a newly formed Delaware corporation and a wholly-owned subsidiary of New Equitable, and Marcy Holding, Inc., a newly formed Delaware corporation and a wholly-owned subsidiary of New Equitable, dated as of March, 26, 2026; (2) a proposal (the “Corebridge Advisory Compensation Proposal”) to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to the named executive officers of Corebridge in connection with the transactions contemplated by the Merger Agreement; and (3) a proposal (the “Corebridge ESPP Proposal”) to adopt the Corebridge 2026 Employee Stock Purchase Plan.

As of the close of business on June 22, 2026, the record date for determination of the stockholders entitled to notice of, and to vote at, the Special Meeting, there were 445,768,608 shares of common stock, par value $0.01 per share, of Corebridge (“Corebridge Common Stock”) issued and outstanding, each of which was entitled to one vote on all matters properly submitted to holders of record of Corebridge Common Stock at the Special Meeting. A total of 366,791,290 shares of Corebridge Common Stock, representing approximately 82.28% of the issued and outstanding shares of Corebridge Common Stock entitled to vote at the Special Meeting, were present in person or by proxy at the Special Meeting, constituting a quorum to conduct business.

The following is a summary of the voting results of the matters voted on at the Special Meeting based on the final, certified report of the voting results by the independent inspector of elections.

1.          The Corebridge Merger Agreement Proposal. The following votes were cast at the Special Meeting (in person or by proxy) and the proposal was approved:

For	Against	Abstain	Broker Non-Votes
366,176,877	119,470	494,943	0

2.          The Corebridge Advisory Compensation Proposal. The following votes were cast at the Special Meeting (in person or by proxy) and the proposal was approved on a non-binding advisory basis:

For	Against	Abstain	Broker Non-Votes
363,925,631	2,585,612	280,047	0

3.          The Corebridge ESPP Proposal. The following votes were cast at the Special Meeting (in person or by proxy) and the proposal was approved:

For	Against	Abstain	Broker Non-Votes
365,387,899	1,191,373	212,018	0

In connection with the Special Meeting, Corebridge also solicited proxies with respect to a proposal (the “Corebridge Adjournment Proposal”) to approve the adjournment of the Special Meeting to solicit additional proxies if there were not sufficient shares of Corebridge Common Stock represented (either in person or by proxy) and voting at the time of the Special Meeting to approve the Corebridge Merger Agreement Proposal. As there were sufficient votes at the time of the Special Meeting to approve the Corebridge Merger Agreement Proposal, the Corebridge Adjournment Proposal was unnecessary and such proposal was not submitted to the stockholders for approval at the Special Meeting.

No other business properly came before the Special Meeting.

For more information on the proposals considered at the Special Meeting, see the definitive proxy statement related to the Special Meeting that was filed by Corebridge with the U.S. Securities and Exchange Commission under cover of Schedule 14A on June 23, 2026.

Item 8.01 Other Events.

On July 30, 2026, Corebridge and Equitable issued a joint press release announcing that the stockholder approvals required in connection with the proposed transaction between Corebridge and Equitable (the “Proposed Transaction”) have been obtained and that the Proposed Transaction remains subject to regulatory approval and the satisfaction of other customary closing conditions, and is expected to close by year-end 2026. A copy of the joint press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)          Exhibits.

Exhibit Number		Description
99.1		Press Release, dated July 30, 2026, jointly issued by Corebridge Financial, Inc. and Equitable Holdings, Inc.
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.

		Corebridge Financial, Inc.
Date:	July 30, 2026	By:	/s/ Jeannette N. Pina
			Name:	Jeannette N. Pina
			Title:	Deputy General Counsel and Corporate Secretary