Corebridge Financial and Equitable Holdings presented a communication describing the proposed merger and related disclosure process, noting that the transaction may become subject to a Registration Statement on Form S-4 for the new parent company. The release cautions that forward-looking statements involve risks, and it directs readers to the Form S-4, the joint proxy statement/prospectus and public SEC filings for full details.
The communication identifies typical closing risks and approvals, refers to Corebridge’s and Equitable’s 2025 proxy disclosures filed on April 16, 2025 and April 4, 2025 respectively, and states that the definitive joint proxy statement/prospectus will be mailed after the Registration Statement is declared effective.
Corebridge Financial, Inc. and Equitable Holdings, Inc. announced an all‑stock merger to form a new holding company that will operate under the Equitable brand. On a pro forma basis, Corebridge shareholders will hold 51% and Equitable shareholders 49% of the combined company; Corebridge is expected to be the accounting acquirer.
The companies say the combination brings over 12 million customers, $1.5 trillion of assets under management and administration, a projected >$4 billion of annual cash flow, and identified run‑rate expense synergies of $500 million by end of 2028. The transaction is expected to close at the end of 2026, subject to regulatory and shareholder approvals.
Corebridge Financial, Inc. and Equitable Holdings, Inc. entered into an Agreement and Plan of Merger to combine via a two-step all-stock transaction to form a new publicly listed parent (HoldCo) to be renamed Equitable Holdings, Inc. at Closing. At Closing, current Corebridge stockholders will own approximately 51% of HoldCo and current Equitable stockholders will own approximately 49%. The Corebridge step occurs first, followed immediately by the Equitable step; HoldCo Common Stock and three series of HoldCo preferred stock will be listed on the NYSE. The transaction is subject to customary conditions including stockholder approvals, NYSE listing, regulatory approvals (including HSR and specified state insurance regulators), receipt of a tax opinion regarding Section 351, and client consents representing 75% of Equitable’s annualized advisory fees. The merger agreement includes mutual termination rights, two automatic three-month regulatory-extension provisions, and reciprocal termination fees of $475,000,000. HoldCo will be headquartered in Houston, Texas, with a 14-member board split evenly between designees of each company and leadership roles allocated between the current CEOs and chairs as specified.
Corebridge Financial is combining with Equitable Holdings in an all‑stock merger that values the new parent at about $22 billion. Each Corebridge share will convert into 1.0 new parent share, and each Equitable share into 1.55516 new parent shares, leaving Corebridge holders with roughly 51% of the combined company and Equitable holders with 49%.
The merged group will operate under the Equitable name, be listed on the NYSE, and be headquartered in Houston, with Marc Costantini as CEO and Mark Pearson as Executive Chair. Management targets more than $500 million of run‑rate cost synergies and immediate accretion to earnings per share and cash generation, rising to over 10% by the end of 2028. Closing, expected by year‑end 2026, depends on shareholder approvals, extensive insurance and antitrust clearances, SEC effectiveness of an S‑4, and consent from Equitable clients representing 75% of certain recurring fees. The agreement includes reciprocal termination fees of $475 million in specified failure or competing‑bid scenarios and an outside date of December 26 2026, with potential extensions for regulatory delay.
Corebridge Financial, Inc. reported that directors Rose Marie Glazer and Adam Burk resigned from its Board effective at the close of business on March 23, 2026. The company stated their resignations were not related to any disagreement over operations, policies, or practices.
The resignations follow Corebridge’s repurchase of common stock from American International Group, Inc. on February 17, 2026 at $30.42 per share for an aggregate of approximately $750 million, which reduced AIG’s ownership interest to about 5%. After this reduction, AIG’s right to designate Board members decreased and AIG then waived its remaining designation right, leading to the departure of its designees. The Board intends to reduce its size to eleven members from thirteen.
Corebridge Financial, Inc. reported that Minoru Kimura, one of the directors designated by Nippon Life Insurance Company, will leave its Board of Directors effective April 20, 2026. His departure is tied to Nippon’s normal personnel rotations and not to any disagreement over operations, policies, or practices.
Under a Stockholder’s Agreement dated December 9, 2024, Nippon may designate directors based on its share ownership percentage, as long as that percentage remains at least 5%. As of March 16, 2026, Nippon has the right to designate three directors and plans to nominate a replacement for Mr. Kimura, subject to the Board’s fiduciary review and compliance with applicable law.
Corebridge Financial, Inc.’s Chief Financial Officer Elias F. Habayeb reported a tax-related share disposition tied to restricted stock units. On March 2, he disposed of 21,196 shares of common stock at a reference price of $25.84 per share to cover withholding taxes upon RSU vesting, rather than through an open-market sale. After this transaction, he directly held 263,453 common shares, which includes 90,705 unvested RSUs previously reported.
Corebridge Financial executive Elizabeth B. Cropper, EVP & Chief Human Resources Officer, had 4,158 shares of common stock withheld on a Form 4 filing to cover taxes upon vesting of restricted stock units at $25.84 per share. After this tax-withholding disposition, she holds 54,218 shares directly, including 37,484 unvested RSUs.
Corebridge Financial, Inc. Chief Operating Officer Christopher Brian Smith reported a tax-related share disposition tied to restricted stock units. On the reported date, 8,612 shares of common stock were withheld to cover taxes upon vesting of RSUs, using a reference price of $25.84 per share. After this tax-withholding transaction, he held 50,741 shares of common stock, including 28,804 unvested RSUs previously reported.
Corebridge Financial, Inc. Chief Information Officer David Ditillo reported a tax-related share transaction involving the company’s common stock. On the RSU vesting date, 7,957 shares were withheld to cover taxes, using a reference price of $25.84 per share, the closing price on February 27, 2026. After this tax-withholding disposition, Ditillo held a total of 132,403 shares, including 40,342 unvested restricted stock units previously reported.