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): April 8, 2026
Corebridge Financial, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-41504
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95-4715639
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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2919 Allen Parkway, Woodson Tower,
Houston, Texas
(Address of Principal Executive Office)
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77019
(Zip Code)
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Name of each exchange on which registered
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Common Stock
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CRBG
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New York Stock Exchange
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6.375% Junior Subordinated Notes
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New York Stock Exchange
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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 1.01 |
Entry into a Definitive Material Agreement.
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On April 8, 2026, Corebridge Financial, Inc., a Delaware corporation (“Corebridge”), entered into a Voting and Support Agreement (the “Voting and Support Agreement”)
with Nippon Life Insurance Company, a mutual company (sougogaisha) organized under the laws of Japan (“Nippon Life”), and Equitable Holdings, Inc., a Delaware corporation (“Equitable”) in connection with the
previously announced Agreement and Plan of Merger (the “Merger Agreement”), dated as of March 26, 2026, by and among Corebridge, Equitable, Mountain Holding, Inc., a newly formed Delaware corporation and wholly-owned subsidiary of Corebridge
(“HoldCo”), Palisade Holding, Inc., a newly formed Delaware corporation and a wholly-owned subsidiary of HoldCo, and Marcy Holding, Inc., a newly formed Delaware corporation and a wholly-owned subsidiary of HoldCo.
The Voting and Support Agreement requires that Nippon Life, subject to certain limited qualifications, vote Covered Stock in favor of, and take certain other actions
(or not take certain other actions, as applicable) in furtherance of, the transactions contemplated by the Merger Agreement. As used herein, Covered Stock means the number of shares of Corebridge common stock, par value $0.01 per share, that Nippon
Life (a) owns of record and/or beneficially (within the meaning of Rule 13d-3 under the Exchange Act of 1934) on the record date of the Corebridge special stockholder meeting at which the transactions contemplated by the Merger Agreement will be
considered and (b) has the right and ability to vote (or to direct the vote of) on the Covered Proposals (as defined in the Voting and Support Agreement) on the record date of such Corebridge special stockholder meeting. Nippon Life has also agreed
in the Voting and Support Agreement not to transfer any Covered Stock prior to the approval of the Merger Agreement by Corebridge stockholders, subject to certain exceptions.
The Voting and Support Agreement contains a covenant that obligates Nippon Life to use its reasonable best efforts to obtain regulatory and governmental approvals in
furtherance of the transactions contemplated by the Merger Agreement. In connection therewith, Nippon Life is obligated to keep Corebridge and Equitable apprised of any substantive communication with regulators and the status of such regulatory and
governmental approvals.
In addition, the Voting and Support Agreement provides that, at the closing of the transactions contemplated by the Merger Agreement, HoldCo and Nippon Life will enter
into (a) a Stockholder’s Agreement (the “New Stockholder’s Agreement”) and (b) a Registration Rights Agreement (the “New Registration Rights Agreement”), in each case, substantially in the form attached to the Voting and Support Agreement. Upon the
entry into such agreements (as applicable), the Stockholder’s Agreement, dated as of December 9, 2024, by and between Nippon Life and Corebridge (the “Existing Stockholder’s Agreement”) will automatically terminate (in accordance with its terms)
and the Registration Rights Assignment Agreement, dated as of December 9, 2024, by and between Nippon Life, Corebridge and the other parties thereto (the “Existing Registration Rights Agreement”) will automatically terminate (in accordance with its
terms). The terms and conditions of the New Stockholder’s Agreement and the New Registration Rights Agreement are substantially similar to the terms of the Existing Stockholder’s Agreement and the Existing Registration Rights Agreement,
respectively.
The Voting and Support Agreement will terminate upon the earlier of the closing of the transactions contemplated by the Merger Agreement, the termination of the Merger
Agreement in accordance with its terms and certain other specified events.
The foregoing description of the Voting and Support Agreement is qualified in its entirety by the full text of the Voting and Support Agreement, which is attached
hereto as Exhibit 10.1 and incorporated herein by reference.
| Item 9.01 |
Financial Statements and Exhibits.
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10.1
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Voting and Support Agreement, dated as of April 8, 2026, by and among Equitable Holdings, Inc., Corebridge Financial, Inc., and Nippon Life Insurance Company.*
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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*
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Schedules and exhibits have been omitted pursuant to Item 601(a)(5) or Item 601(b)(2) of Regulation S-K. Corebridge agrees to furnish supplementally a copy of such schedules and exhibits,
or any section thereof, to the SEC upon request; provided, however, that Corebridge may request confidential treatment pursuant to Rule 24b-2 under the Exchange Act for any exhibits or schedules so furnished.
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Cautionary Statement Regarding Forward-Looking Information
This Current Report on Form 8-K includes statements, which, to the extent they are not statements of historical or present fact, constitute “forward looking
statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements, and any related oral statements, can be identified by the use of terms such as “believes,”
“expects,” “may,” “will,” “shall,” “should,” “would,” “could,” “seeks,” “aims,” “projects,” “forecasts,” “intends,” “targets,” “plans,” “estimates,” “anticipates,” “goals,” “guidance,” “formidable,” “preliminary,” “objective,” “continue,” “drive,”
“improve,” “superior,” “robust,” “positioned,” “resilient,” “vision,” “potential,” “immediate,” and similar expressions or the negative of those expressions or verbs. We caution you that forward-looking statements are not guarantees of future
performance or outcomes. Forward-looking statements are not historical facts but instead represent only our beliefs regarding future events, which may by their nature be inherently uncertain, and some of which may be outside our control. These
statements include, but are not limited to, statements about the expected timing and completion of the proposed transaction between Corebridge and Equitable (the “Proposed Transaction”), the anticipated benefits of the Proposed Transaction,
including estimated synergies and projected cost savings, and plans and expectations for Corebridge, Equitable or their new parent company after completion of the Proposed Transaction.
Such forward-looking statements are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of
activity, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. Key factors include, among others, the ability to complete the Proposed Transaction on the timeframe or on the
terms currently anticipated or at all, including due to a failure to obtain requisite stockholder, stock exchange, regulatory, governmental or other approvals; risks related to difficulties, inabilities or delays in integrating the parties’
businesses; the ability to realize the anticipated benefits of the Proposed Transaction, including estimated run-rate expense synergies and projected cost savings at the times, and to the extent, anticipated, as well as expected operating earning
and cashflow generation; the occurrence of any event, change or other circumstance that could give rise to the right of either or both parties to terminate the merger agreement; the potential impact of the announcement or consummation of the
Proposed Transaction on Corebridge or Equitable’s stock price and on their respective business, contractual and operational relationships (including with regulatory bodies, employees, suppliers, clients and competitors); risks related to business
disruptions from the Proposed Transaction that may harm the business or current plans and operations of either or both parties, including diversion of management time from ongoing business operations; the risk that the Proposed Transaction and its
announcement could have an adverse effect on the ability of either or both parties to hire and retain key personnel; the parties’ ability to raise debt on favorable terms or at all; the outcome of any legal proceedings that may be instituted
against Corebridge, Equitable, their new parent company or their respective directors; restrictions on the conduct of Corebridge and Equitable’s respective businesses prior to Closing and on each their ability to pursue alternatives to the Proposed
Transaction; the possibility that the Proposed Transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events, or unforeseen or unknown liabilities; the deterioration of economic conditions;
geopolitical tensions; the potential impact of a downgrade in Corebridge or Equitable’s Insurer Financial Strength ratings or credit ratings or of the new parent company of Corebridge and Equitable following completion of the Proposed Transaction;
other factors that may affect future results of Corebridge and Equitable; and management’s response to any of the aforementioned factors.
The foregoing list of factors is not exhaustive. You should carefully consider these factors and the other risks and uncertainties
described in the “Risk Factors” section of the new parent company’s Registration Statement on Form S-4 discussed below and other documents filed or furnished by Corebridge and Equitable from time to time with the U.S.
Securities and Exchange Commission (“SEC”), including their Annual Reports on Form 10-K for the year ended December 31, 2025. These filings identify and address other important risks and uncertainties that could cause actual events and results to
differ materially from those contained in the forward-looking statements. If any of these risks materialize or our assumptions prove incorrect, actual events and results could differ materially from those contained in the forward-looking
statements. There may be additional risks that neither Corebridge nor Equitable presently know or that Corebridge and Equitable currently believe are immaterial that could also cause actual events and results to differ materially from those
contained in the forward-looking statements. In addition, forward-looking statements reflect Corebridge and Equitable’s expectations, plans or forecasts of future events and views as of the date of this Current Report on Form 8-K. Corebridge and
Equitable anticipate that subsequent events and developments will cause Corebridge and Equitable’s assessments to change. While Corebridge and Equitable may elect to update these forward-looking statements at some point in the future, Corebridge
and Equitable specifically disclaim any obligation to do so, unless required by applicable law. Neither Corebridge nor Equitable gives any assurance that Corebridge, Equitable or their new parent company will achieve the results or other matters
set forth in the forward-looking statements.
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.
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Corebridge Financial, Inc.
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By:
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/s/ Polly Klane
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Name:
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Polly Klane
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Executive Vice President and General
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Counsel |
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Date: April 8, 2026
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