Corebridge and Equitable (NYSE: CRBD, EQH) plan $22B all‑stock merger to form Equitable‑branded retirement and wealth giant
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
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.
Positive
- Transformational scale and diversification: The merger creates a leading retirement, life, wealth and asset management company with approximately $1.5 trillion in assets under management and administration and more than 12 million customers, broadening products and revenue sources across individual retirement, group retirement, life, institutional markets, wealth and asset management.
- Meaningful synergy and accretion targets: Management projects more than $500 million of annual pre‑tax expense synergies on a run‑rate basis by the end of 2028, with the deal expected to be immediately accretive to earnings per share and cash generation and to exceed 10% accretion by the end of 2028.
- Stronger financial profile: Pro forma metrics highlighted in the investor materials include over $5 billion of targeted 2027 run‑rate adjusted operating earnings, more than $4 billion of annual cash generation, a ~440% combined risk‑based capital ratio and a roughly 15%+ return on equity, supporting a more robust balance sheet and capital return capacity.
- Enhanced distribution and asset management reach: The combined company will have formidable multi‑channel distribution in workplace retirement, wholesale and retail, plus expanded wealth management and a significantly larger AllianceBernstein‑anchored asset management platform, including a plan to allocate over $100 billion of Corebridge assets to AllianceBernstein over time.
Negative
- Execution and integration risk: Realizing more than $500 million of cost synergies and the targeted earnings and cash‑flow accretion requires successful integration of sizeable retirement, life, institutional, wealth and asset management operations, as well as technology and distribution platforms, which can be complex and disruptive.
- Heavy regulatory and client‑consent conditions: Closing depends on insurance approvals in multiple U.S. states, antitrust clearance, SEC effectiveness of a Form S‑4, absence of prohibitive governmental restraints and consent from Equitable clients representing 75% of certain recurring fee revenue, creating significant timing and completion risk.
- Material break‑fee obligations: The merger agreement includes reciprocal $475 million termination fees payable in specified circumstances, such as failed stockholder approvals coupled with competing proposals or board recommendation changes, which could be financially impactful if the transaction is not completed.
- Long dated closing timeline: The outside date of December 26 2026, with possible extensions for unsatisfied regulatory conditions, implies a prolonged pre‑closing period in which both companies face business restrictions, potential employee uncertainty and competitive responses while the merger remains pending.
Insights
All‑stock merger creates a $22 billion, $1.5 trillion‑AUM retirement and wealth platform with sizable synergies but meaningful execution and approval risk.
The transaction combines Corebridge and Equitable into a new Equitable‑branded parent with about $1.5 trillion in assets under management and administration and more than 12 million customers. The structure is tax‑efficient stock‑for‑stock, with exchange ratios set so Corebridge investors own roughly 51% and Equitable investors 49% of the merged company.
Management highlights over $500 million in projected run‑rate expense synergies by the end of 2028, immediate EPS and cash‑flow accretion, and a targeted 15%+ return on equity, supported by a pro forma risk‑based capital ratio around 440%. These figures, if achieved, would materially improve profitability and capital generation versus either company standalone.
Risks are substantial. Closing by year‑end 2026 depends on majority stockholder approvals at both companies, multiple U.S. insurance regulatory consents, Hart‑Scott‑Rodino clearance, SEC effectiveness of an S‑4, and consents from Equitable clients representing 75% of specified recurring fee revenue. Integration of large retirement, life, asset and wealth platforms is complex, and the merger agreement contains reciprocal $475 million termination fees tied to competing bids, failed votes or board recommendation changes. Deal economics and the strategic thesis therefore hinge on regulatory outcomes, client retention and execution of the integration and synergy plans.
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): March 26, 2026
(Exact name of registrant as specified in its charter)
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(Address of Principal Executive Office)
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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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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 March 26, 2026, Corebridge Financial, Inc., a Delaware corporation (“Corebridge”), entered into an Agreement and Plan of Merger (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 (“HoldCo”), Palisade Holding, Inc., a newly formed Delaware
corporation and a wholly-owned subsidiary of HoldCo (“Corebridge Merger Sub”), and Marcy Holding, Inc., a newly formed Delaware corporation and a wholly-owned subsidiary of HoldCo (“Equitable Merger Sub”).
Corebridge and Equitable have agreed, subject to the terms and conditions of the Merger Agreement, to effect an all-stock merger transaction to combine their
respective businesses by: (a) Corebridge Merger Sub merging with and into Corebridge, with Corebridge surviving such merger as a wholly-owned subsidiary of HoldCo (the “Corebridge Merger”), (b) immediately following the consummation of the
Corebridge Merger, Equitable Merger Sub merging with and into Equitable, with Equitable surviving such merger as a wholly-owned subsidiary of HoldCo (the “Equitable Merger” and, together with the Corebridge Merger, the “Mergers”), and (c) as of the
closing of the Mergers (the “Closing”), changing the name of HoldCo to “Equitable Holdings, Inc.”
The Merger Agreement and the consummation of the transactions contemplated by the Merger Agreement have been unanimously approved by the boards of directors of both
companies.
Merger Consideration
At the effective time of the Corebridge Merger (the “Corebridge Effective Time”), each share of (a) Corebridge common stock, par value $0.01 per share (the “Corebridge
Common Stock”), issued and outstanding immediately prior to the Corebridge Effective Time (excluding any shares of Corebridge Common Stock owned by Corebridge, Equitable or any of their respective wholly-owned subsidiaries, or held in treasury by
Corebridge (but not including any such shares of Corebridge Common Stock owned by a Corebridge benefit plan, held on behalf of third parties or held by a public or private fund)), will be converted into, and become exchangeable for, 1.0 shares of
common stock, par value $0.01 per share, of HoldCo (the “HoldCo Common Stock”), and (b) Corebridge’s 6.875% Fixed Rate Reset Non-Cumulative Preferred Stock, Series A, par value $1.00 per share (the “Corebridge Preferred Stock”), issued and
outstanding immediately prior to the Corebridge Effective Time will be converted into, and become exchangeable for, one share of a newly created series of preferred stock of HoldCo (the “Series 2 HoldCo Preferred Stock”) with substantially
identical powers, preferences, privileges and rights as the Corebridge Preferred Stock.
At the effective time of the Equitable Merger (the “Equitable Effective Time” and, together with the Corebridge Effective Time, the “Effective Time”), each share of
(a) Equitable common stock, par value $0.01 per share (the “Equitable Common Stock”), issued and outstanding immediately prior to the Equitable Effective Time (excluding (i) shares of Equitable Common Stock owned by Equitable, Corebridge or any of
their respective wholly-owned subsidiaries, or held in treasury by Equitable (but not including any such shares of Equitable Common Stock owned by a Equitable benefit plan, held on behalf of third parties or held by a public or private fund), and
(ii) outstanding performance share units granted under any Equitable stock plan) will be converted into, and become exchangeable for, 1.55516 shares of HoldCo Common Stock, and (b) (i) Equitable’s Series A Fixed Rate Noncumulative Perpetual
Preferred Stock, par value $1.00 per share (the “Equitable Series A Preferred Stock”), issued and outstanding immediately prior to the Equitable Effective Time will be converted into, and become exchangeable for, one share of a newly created series
of preferred stock of HoldCo (the “Series 1-A HoldCo Preferred Stock”) with substantially identical powers, preferences, privileges and rights as the Equitable Series A Preferred Stock, and (ii) Equitable’s Series C Fixed Rate Noncumulative
Perpetual Preferred Stock, par value $1.00 per share (the “Equitable Series C Preferred Stock”), issued and outstanding immediately prior to the Equitable Effective Time will be converted into, and become exchangeable for one share of a newly
created series of preferred stock of HoldCo (the “Series 1-C HoldCo Preferred Stock”) with substantially identical powers, preferences, privileges and rights as the Equitable Series C Preferred Stock.
Upon Closing, current Corebridge stockholders will own approximately 51% of HoldCo, and current Equitable stockholders will own approximately 49% of HoldCo.
Treatment of Equity Awards
The Merger Agreement provides that, (a) at the Corebridge Effective Time, the Corebridge equity awards will automatically convert into equity awards with respect to
shares of HoldCo Common Stock, on the same terms and conditions as under the applicable plans and award agreements immediately prior to the Corebridge Effective Time and after giving effect to the exchange ratio and appropriate adjustments to
reflect the consummation of the Mergers, except that for performance-based Corebridge awards, the number of shares of HoldCo Common Stock underlying such award will be based on the greater of target and actual levels of performance and will vest
solely based on continued service through the third anniversary of the applicable grant date, and (b) at the Equitable Effective Time, the Equitable equity awards will automatically convert into equity awards with respect to shares of HoldCo Common
Stock, on the same terms and conditions as under the applicable plans and award agreements immediately prior to the Equitable Effective Time and after giving effect to the exchange ratio and appropriate adjustments to reflect the consummation of
the Mergers, except that for performance-based Equitable awards, the number of shares of HoldCo Common Stock underlying such award will be based on the greater of target and actual levels of performance and will vest solely based on continued
service through the third anniversary of the applicable grant date.
Registration and Listing of HoldCo Common Stock and HoldCo Preferred Stock
Corebridge and Equitable will prepare and cause HoldCo to file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 (as amended
or supplemented from time to time, the “Registration Statement”), which will include a joint proxy statement relating to the Corebridge stockholders meeting and the Equitable stockholders meeting (as amended or supplemented from time to time, the
“Proxy/Prospectus”). Corebridge and Equitable have agreed to use reasonable best efforts to have the Registration Statement declared effective as promptly as reasonably practicable after filing.
After the Closing, shares of HoldCo Common Stock, Series 1-A HoldCo Preferred Stock, Series 1-C HoldCo Preferred Stock and Series 2 HoldCo Preferred Stock will be
listed on the New York Stock Exchange (“NYSE”).
Representations and Warranties; Covenants
The Merger Agreement contains customary representations and warranties made by each of Corebridge and Equitable, and also contains customary pre-Closing covenants on
behalf of Corebridge and Equitable, respectively, including covenants, among others, (a) for each to conduct its and its subsidiaries’ businesses in all material respects in the ordinary course of business and to refrain from taking certain actions
unless expressly contemplated by the Merger Agreement, required by a governmental entity or applicable law, or pre-approved in writing by the other party, (b) that neither party will initiate, solicit, propose, knowingly encourage or knowingly take
any action designed to facilitate, and, subject to certain exceptions for unsolicited written third-party acquisition proposals, participate in any discussions or negotiations, or cooperate in any way with respect to, any inquiries or the making
of, any proposal of an alternative transaction, (c) subject to certain exceptions, not to withhold, withdraw, qualify or modify the support of the board of directors of Corebridge (the “Corebridge Board”) or the board of directors of Equitable (the
“Equitable Board”), as applicable, for the Merger Agreement and the Corebridge Merger or Equitable Merger, as applicable, and (d) to use its respective reasonable best efforts to obtain regulatory and governmental approvals (provided that
such “reasonable best efforts” will not be deemed to require either party to agree to any regulatory remedy that would, after giving effect to the Mergers and to any reasonably expected proceeds from effecting any regulatory remedy, result in, or
reasonably be expected to result in, an effect that, individually or in the aggregate, has a material adverse effect on the business, assets, condition (financial or otherwise) or results of operations of HoldCo and its subsidiaries, taken as a
whole (for purposes of determining the foregoing, the business, assets, condition (financial or otherwise) or results of operations of HoldCo and its subsidiaries, taken as a whole, will be deemed to be of the same scale as those of Corebridge and
its subsidiaries, taken as a whole)). In addition, the Merger Agreement contains covenants that require each of Corebridge and Equitable to call and hold a special stockholder meeting (even if the Corebridge Board or Equitable Board has changed its
recommendation that its stockholders approve the Merger Agreement and the applicable merger) and, subject to certain exceptions, require each of the Corebridge Board and Equitable Board to recommend to the Corebridge stockholders or the Equitable
stockholders, as applicable, to approve the applicable merger and approve the Merger Agreement at such special stockholder meeting.
Termination; Termination Fees
The Merger Agreement contains certain termination rights for each of Corebridge and Equitable, including in the event that (a) the Mergers are not consummated on or
before 5:00 p.m. (Eastern Time) on December 26, 2026 (the “Outside Date”), subject to two automatic three-month extensions of the termination date of the Merger Agreement in the event that the Corebridge Effective Time has not occurred, and the
sole reason for this non-occurrence being that the regulatory Closing conditions have not been satisfied, (b) the approval of the Mergers and the Merger Agreement by the stockholders of Corebridge or the stockholders of Equitable is not obtained at
the respective stockholder meetings or (c) if any restraint having the effect of permanently prohibiting the consummation of the Mergers will have become final and non-appealable. In addition, the Merger Agreement may be terminated and the Mergers
may be abandoned at any time prior to the Corebridge Effective Time by action of the Corebridge Board if (x) the Equitable Board changes its recommendation that Equitable stockholders approve the Equitable Merger and the Merger Agreement, or (y) if
at any time prior to the Corebridge Effective Time, there has been a breach by Equitable of any of its representations, warranties, covenants or agreements set forth in the Merger Agreement such that the Closing conditions relating to the
bring-down of such representations and warranties or the performance of such covenants and agreements would not be satisfied (and such breach is not curable prior to the Outside Date, or if curable prior to the Outside Date, has not been cured
within the earlier of (i) 30 days after the giving of written notice thereof by Corebridge to Equitable or (ii) three business days prior to the Outside Date).
Similarly, the Merger Agreement may be terminated and the Mergers may be abandoned at any time prior to the Corebridge Effective Time by action of the Equitable Board
if (a) the Corebridge Board changes its recommendation that Corebridge stockholders approve the Corebridge Merger and the Merger Agreement, or (b) if at any time prior to the Corebridge Effective Time, there has been a breach by Corebridge of any
of its representations, warranties, covenants or agreements set forth in the Merger Agreement such that the Closing conditions relating to the bring-down of such representations and warranties or the performance of such covenants and agreements
would not be satisfied (and such breach is not curable prior to the Outside Date, or if curable prior to the Outside Date, has not been cured within the earlier of (i) 30 days after the giving of written notice thereof by Equitable to Corebridge or
(ii) three business days prior to the Outside Date).
The Merger Agreement provides for the payment by Corebridge to Equitable of a termination fee of $475,000,000 if: (a) the Merger Agreement is terminated by either
party due to (i) the failure to consummate the Mergers by the Outside Date, (ii) the failure to obtain the requisite Corebridge stockholder approval, or (iii) a breach by Corebridge of any of its representations, warranties, covenants or agreements
set forth in the Merger Agreement such that the Closing conditions relating to the bring-down of such representations and warranties or the performance of such covenants and agreements would not be satisfied (and such breach is not curable prior to
the Outside Date, or if curable prior to the Outside Date, has not been cured within the earlier of (A) 30 days after the giving of written notice thereof by Equitable to Corebridge or (B) three business days prior to the Outside Date), and, in
each case of clauses (i) through (iii), prior to such termination or the date of the Corebridge stockholder meeting (as applicable), a bona fide acquisition proposal with respect to Corebridge has been made
or announced by a third party and not withdrawn, and within twelve months after such termination of the Merger Agreement, Corebridge enters into or consummates a definitive agreement in respect of any acquisition proposal with respect to
Corebridge; (b) the Merger Agreement is terminated by Equitable following the Corebridge Board changing its recommendation that its stockholders approve the Corebridge Merger and the Merger Agreement; or (c) the Merger Agreement is terminated by
either party due to the failure to obtain the requisite Corebridge stockholder approval, and at the time of such termination, Equitable had the right to terminate due to the Corebridge Board changing its recommendation that its stockholders approve
the Corebridge Merger and the Merger Agreement.
Similarly, Equitable must pay a termination fee of $475,000,000 to Corebridge if: (a) the Merger Agreement is terminated by either party due to (i) the failure to
consummate the Mergers by the Outside Date, (ii) the failure to obtain the requisite Equitable stockholder approval, or (iii) a breach by Equitable of any of its representations, warranties, covenants or agreements set forth in the Merger Agreement
such that the Closing conditions relating to the bring-down of such representations and warranties or the performance of such covenants and agreements would not be satisfied (and such breach is not curable prior to the Outside Date, or if curable
prior to the Outside Date, has not been cured within the earlier of (A) 30 days after the giving of written notice thereof by Corebridge to Equitable or (B) three business days prior to the Outside Date), and, in each case of clauses (i) through
(iii), prior to such termination or the date of the Equitable stockholder meeting (as applicable), a bona fide acquisition proposal with respect to Equitable has been made or announced by a third party and
not withdrawn, and within twelve months after such termination of the Merger Agreement, Equitable enters into or consummates a definitive agreement in respect of any acquisition proposal with respect to Equitable; (b) the Merger Agreement is
terminated by Corebridge following the Equitable Board changing its recommendation that its stockholders approve the Equitable Merger and the Merger Agreement; or (c) the Merger Agreement is terminated by either party due to the failure to obtain
the requisite Equitable stockholder approval, and at the time of such termination, Corebridge had the right to terminate due to the Equitable Board changing its recommendation that its stockholders approve the Equitable Merger and the Merger
Agreement.
Conditions to the Mergers
The completion of the Mergers is subject to the satisfaction or waiver of certain conditions, including: (a) the approval of the Merger Agreement and the Corebridge
Merger by the affirmative vote of the holders of a majority of the outstanding shares of Corebridge Common Stock entitled to vote thereon at the Corebridge stockholder meeting; (b) the approval of the Merger Agreement and the Equitable Merger by
the affirmative vote of the holders of a majority of the outstanding shares of Equitable Common Stock entitled to vote thereon at the Equitable stockholder meeting; (c) the approval for listing on the NYSE, subject to official notice of issuance,
of shares of HoldCo Common Stock, Series 1-A HoldCo Preferred Stock, Series 1-C HoldCo Preferred Stock and Series 2 HoldCo Preferred Stock issuable in accordance with the Merger Agreement; (d) the receipt of requisite regulatory approvals,
including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, approvals from insurance regulators in Arizona, Colorado, Missouri, New York and Texas, and
approvals of certain other domestic and foreign regulators; (e) the absence of governmental restraints or prohibitions preventing the consummation of either of the Mergers; (f) the effectiveness of the Registration Statement and absence of any stop
order or proceeding by the SEC suspending such effectiveness, unless subsequently withdrawn; (g) the receipt by each party of a tax opinion, in form and substance reasonably satisfactory to such party, providing that the Mergers, taken together,
will qualify as a transaction described in Section 351 of the Code; and (h) the consent of Equitable clients representing 75% of Equitable’s annualized investment advisory, investment management, advisory and other similar recurring fees to the
Mergers in accordance with applicable laws. The obligation of each of Corebridge and Equitable to consummate the Mergers is also conditioned on, among other things, (x) the truth and correctness of the representations and warranties made by the
other party as of the Closing date (subject to certain “materiality” and “material adverse effect” qualifiers), (y) each of Corebridge, Equitable, HoldCo, Corebridge Merger Sub and Equitable Merger Sub having performed or complied in all material
respects with the obligations required to be performed or complied with by it under the Merger Agreement at or prior to the Closing and (z) no “material adverse effect” having occurred with respect to either Corebridge or Equitable that is
continuing.
Other Terms of the Merger Agreement
No appraisal rights will be available to the holders of Corebridge Common Stock or Equitable Common Stock in connection with the Mergers. Ordinary course dividends in
the amounts of (a) $0.25 per share of Corebridge Common Stock per quarter, (b) $34.37500 per share of Corebridge Preferred Stock, payable on June 1 and December 1 of each calendar year (provided that, solely with respect to June 1, 2026, the
dividend payable to holders of Celeste Preferred Stock will include an additional amount to account for the initial accrual period), (c) no more than $0.30 per share of Equitable Common Stock per quarter, (d) $328.125 per share of Equitable Series
A Preferred Stock per quarter, and (e) $268.750 per share of Equitable Series C Preferred Stock per quarter, will continue through the Closing; provided that the parties will coordinate dividend declarations and payment dates to ensure that
neither party’s stockholders will receive a windfall dividend or double dividend, subject to legal requirements and board approvals. The Merger Agreement will be interpreted, construed and governed by and in accordance with the laws of the State of
Delaware without regard to the conflict of law principles thereof (or any other jurisdiction) to the extent that such principles would result in the application of the law of another jurisdiction. Any action or proceeding by any party to the Merger
Agreement in respect of any claim arising under or relating to the Merger Agreement or the Mergers will be brought exclusively in the Court of Chancery for the State of Delaware in and for New Castle County, Delaware (or, in the event that such
court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware).
Governance and Headquarters
HoldCo will have a board of directors (the “HoldCo Board”) immediately following the Effective Time consisting of (a) seven directors designated by Corebridge, who as
of immediately prior to the Closing were directors of Corebridge, which will include Mr. Marc Costantini, the current President and Chief Executive Officer of Corebridge (the “Current Corebridge CEO”) and Mr. Alan Colberg, the current Chair of the
Corebridge Board (the “Current Corebridge Chair”), and (b) seven directors designated by Equitable, who as of immediately prior to the Closing were directors of Equitable, which will include Mr. Mark Pearson, the current President and Chief
Executive Officer of Equitable (the “Current Equitable CEO”) and Ms. Joan Lamm-Tennant, the current Chair of the Equitable Board.
Effective as of the Closing, (a) the Current Equitable CEO will be appointed to serve as Executive Chair of the HoldCo Board, (b) the Current Corebridge CEO will be
appointed to serve as the President and Chief Executive Officer of HoldCo, and (c) the Current Corebridge Chair will be appointed to serve as the Lead Independent Director of the HoldCo Board.
The Merger Agreement also provides for the establishment of an executive committee, an integration steering committee and other standing committees of the HoldCo
Board, each with designees from both Corebridge and Equitable.
The headquarters of HoldCo will be located in Houston, Texas.
The foregoing description of the Merger Agreement is qualified in its entirety by the full text of the Merger Agreement, which is attached hereto as Exhibit 2.1 and
incorporated herein by reference. The Merger Agreement has been attached to provide investors with information regarding its terms. It is not intended to provide any other factual information about Corebridge or Equitable. In particular, the
assertions embodied in the representations and warranties contained in the Merger Agreement are qualified by information in confidential disclosure letters provided by each of Corebridge and Equitable in connection with the signing of the Merger
Agreement. These confidential disclosure letters contain information that modifies, qualifies and creates exceptions to the representations and warranties and certain covenants set forth in the Merger Agreement. Moreover, certain representations
and warranties in the Merger Agreement were used for the purpose of allocating risk between Corebridge and Equitable rather than establishing matters as facts and were made only as of the date of the Merger Agreement (or such other date or dates as
may be specified in the Merger Agreement). Accordingly, the representations and warranties in the Merger Agreement should not be relied upon as characterizations of the actual state of facts about Corebridge and Equitable.
| Item 8.01 |
Other Events.
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On March 26, 2026, Corebridge and Equitable jointly issued a press release in connection with the Mergers. A copy of the press release is attached hereto as Exhibit
99.1 and is incorporated by reference herein.
In addition, on March 26, 2026, Corebridge and Equitable held a conference call and made a joint presentation to investors to discuss the transaction. A copy of the
investor presentation is attached hereto as Exhibit 99.2 and is incorporated by reference herein.
| Item 9.01 |
Financial Statements and Exhibits.
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(d) Exhibits
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2.1
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Agreement and Plan of Merger, dated as of March 26, 2026, by and among Equitable Holdings, Inc., Corebridge Financial, Inc., Mountain Holding, Inc., Marcy Holding, Inc. and Palisade Holding, Inc.*
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99.1
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Press Release, dated March 26, 2026, jointly issued by Corebridge Financial, Inc. and Equitable Holdings, Inc.
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99.2
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Investor Presentation, dated March 26, 2026.
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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The 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 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.
No Offer or Solicitation
This Current Report on Form 8-K is not intended to and shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as
amended (the “Securities Act”), or in a transaction exempt from the registration requirements of the Securities Act.
Important Information and Where to Find It
This Current Report on Form 8-K relates to the Proposed Transaction that may become the subject of a Registration Statement on Form S-4 to be filed by the new parent company with the SEC. The Registration Statement will include a joint proxy statement of Corebridge and Equitable that will also constitute a prospectus of the new parent company. After the
Registration Statement has been declared effective, the definitive joint proxy statement/prospectus will be mailed to the stockholders of each of Corebridge and Equitable. This Current Report on Form 8-K is not a substitute for the Registration
Statement that the new parent company intends to file with the SEC or any other documents that may be sent to Corebridge’s stockholders or Equitable’s stockholders in connection with the Proposed Transaction.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM S-4 AND THE JOINT PROXY STATEMENT/PROSPECTUS WHEN THEY BECOME AVAILABLE, AS WELL AS
ANY OTHER RELEVANT DOCUMENTS FILED WITH, OR FURNISHED TO, THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE INTO THE JOINT PROXY STATEMENT/PROSPECTUS, BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION
REGARDING COREBRIDGE, EQUITABLE, THEIR NEW PARENT COMPANY, THE PROPOSED TRANSACTION AND RELATED MATTERS.
Investors and security holders may obtain free copies of these documents and other documents filed with the SEC by Corebridge or Equitable through the website
maintained by the SEC at http://www.sec.gov or from Corebridge at its website, https://www.corebridgefinancial.com, or from Equitable at its website, https://equitableholdings.com (information included on or accessible through either of Corebridge
or Equitable’s website is not incorporated by reference into this Current Report on Form 8-K).
Participants in the Solicitation
Corebridge and Equitable and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Corebridge’s
stockholders or Equitable’s stockholders in connection with the Proposed Transaction under the rules of the SEC. Information about the directors and executive officers of Corebridge, including a description of their direct or indirect interests, by
security holdings or otherwise, is set forth in Corebridge’s definitive proxy statement for its 2025 Annual Meeting of Stockholders, which was filed with the SEC on April 16, 2025, including under the headings “Compensation Discussion and
Analysis,” “Compensation Tables” and “Security Ownership of 5% Beneficial Owners, Directors and Executive Officers.” To the extent holdings of Corebridge’s common stock by the directors and executive officers of Corebridge have changed or do change
from the amounts of Corebridge’s common stock held by such persons as reflected therein, such changes have been or will be reflected on Initial Statements of Beneficial Ownership of Securities on Form 3 (“Form 3”), Statements of Changes in
Beneficial Ownership on Form 4 (“Form 4”) or Annual Statements of Changes in Beneficial Ownership of Securities on Form 5 (“Form 5”), in each case filed with the SEC. Information about the directors and executive officers of Equitable, including a
description of their direct or indirect interests, by security holdings or otherwise, is set forth in Equitable’s definitive proxy statement for its 2025 Annual Meeting of Stockholders, which was filed with the SEC on April 4, 2025, including under
the headings “Executive Compensation” and “Certain Relationships and Related Person Transactions.” To the extent holdings of Equitable’s common stock by the directors and executive officers of Equitable have changed or do change from the amounts of
Equitable’s common stock held by such persons as reflected therein, such changes have been or will be reflected on Forms 3, Forms 4 or Forms 5, in each case filed with the SEC. Other information regarding persons who may, under the rules of the
SEC, be deemed participants in the proxy solicitation of Corebridge or Equitable’s stockholders in connection with the Proposed Transaction and a description of their direct and indirect interests, by security holdings or otherwise, will be
included in the Registration Statement. You may obtain free copies of these documents at the SEC’s website at www.sec.gov. Copies of documents filed with the SEC by Corebridge or Equitable will also be available free of charge from Corebridge or
Equitable using the contact information above.
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/ Elias Habayeb
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Name:
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Elias Habayeb
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Title:
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Executive Vice President and Chief
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Financial Officer
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Date: March 26, 2026
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Exhibit 99.1
Corebridge Financial and Equitable Holdings Announce Transformational Merger
Unites Two Customer-Centric Cultures Committed to a Shared Vision
Creates Leading Retirement, Life, Wealth and Asset Management Company with More Than 12 Million Customers and $1.5 Trillion in Assets Under
Management and Administration
Offers Formidable Distribution Capabilities with Enhanced Scale and Portfolio Diversification
Delivers Higher Growth, Balanced Revenue Mix and Resilient Earnings Across Market Cycles
Robust Balance Sheet with Consistent Cash Generation
Immediately Accretive to Earnings Per Share and Cash Generation, with Over 10% Accretion by the End of 2028, Supported by More Than $500 Million of
Synergies
Companies to Host Joint Conference Call Today at 8:00 a.m. EDT
HOUSTON and NEW YORK – March 26, 2026 – Corebridge Financial, Inc. (“Corebridge”)
(NYSE: CRBG) and Equitable Holdings, Inc. (“Equitable”) (NYSE: EQH) today announced that they have entered into a definitive agreement to combine in an all-stock merger, valuing the combined company at approximately $22 billion, based on the
closing stock prices of each company as of March 25, 2026.
The transaction will create a leading retirement, life, wealth and asset management company with formidable distribution capabilities, enhanced scale and a diversified
portfolio of businesses with well-established global brands. It unites two customer-centric organizations committed to a shared vision of empowering our clients to retire with confidence, and the combined company will serve over 12 million
customers. Together, Corebridge and Equitable will have a highly attractive financial profile that will deliver higher growth and value creation for both companies’ shareholders. The combined company will have $1.5 trillion in assets under
management and administration across Individual Retirement, Group Retirement, Asset Management, Wealth Management, Life Insurance and Institutional Markets.
Mark Pearson, President and Chief Executive Officer of Equitable, said, “This is a transformational transaction that brings together three outstanding franchises –
Corebridge, Equitable, and AllianceBernstein – to create a diversified financial services company uniquely positioned to serve customers and deliver long‑term value for shareholders. By combining complementary capabilities and scale, we will
enhance what we can deliver for clients – more choice, broader access to investment and retirement solutions and the strength of an industry leader with a stronger balance sheet standing behind our promises. I am excited about what lies ahead and
look forward to working closely with Marc Costantini and the combined company board to shape the new company. Together, we will leverage both companies’ strengths to enhance what we can deliver for customers and shareholders alike.”
Marc Costantini, President and Chief Executive Officer of Corebridge, said, “The combined company will benefit from a strong competitive position and accelerated growth
across retirement, life and institutional markets, as well as asset and wealth management. With a world-class, multi-channel distribution network and an expanded offering of innovative products, we will create a balanced and resilient business well
positioned to serve customers. Together, we will continue to support financial professionals and institutions in helping individuals plan, save for and achieve secure financial futures. Importantly, upon closing, this transaction is expected to
deliver compelling value to shareholders, including immediate accretion to earnings per share and cash generation, increasing to over 10% by the end of 2028. I have great respect for the business Mark Pearson and the Equitable team have built and
am confident our cultural alignment will bolster our ability to execute with success.”
Satoshi Asahi, President of Nippon Life Insurance Company (“Nippon”), added, “The proposed merger is strategically compelling and has the potential to create a more
competitive and resilient platform for the long-term benefit of the combined companies’ shareholders. Nippon’s three representatives serving on the Corebridge board of directors voted in favor of the transaction. Nippon expects to continue as a
long-term strategic investor.”
Strong Strategic Fit with Meaningful Financial Upside
| • |
Creates a Leading U.S. Retirement, Life, Wealth and Asset Management Platform. The
combined company will benefit from a scaled distribution network, more diversified business mix and increased cross-selling opportunities. With expanded offerings across Individual and Group Retirement, enhanced wealth and third-party asset
management capabilities and additional capacity for institutional transactions, the combined company will be well positioned to better serve customers and drive sustainable, long-term growth for shareholders.
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| • |
Expands Origination Capabilities Across All Asset Classes. The combined company will
benefit from Equitable’s strategic partnership with its majority-owned subsidiary, AllianceBernstein, a leading global active manager with distribution in 21 countries across retail, institutional and private wealth channels as well as
asset origination capabilities that are complementary to Corebridge’s. Over time, the combined company expects to shift over $100 billion of Corebridge’s general and separate account assets to AllianceBernstein,
further enhancing its scale and competitive positioning.
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| • |
Unites Two Customer-Centric Organizations with a Shared Vision. The combined company will
maintain its focus on disciplined risk management and operational rigor while accelerating its digitization and technology transformation. It will have
increased resources as well as access to data systems and advanced technological infrastructure, allowing additional investment in growth initiatives and faster realization of economies of scale. This will support the combined company’s
transformation and modernization of the customer experience, particularly for its Individual and Group Retirement businesses.
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| • |
Creates Superior Financial Profile with Increased Cash Generation. On a pro-forma basis,
the company will have diversified sources of income, with a balanced mix between fees, spreads, and underwriting margin. The combined company is expected to deliver more than $5 billion of operating earnings1 and generate over $4
billion of cash2, increasing financial flexibility to invest in strategic growth initiatives while also returning capital to shareholders.
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| 1 |
Reflects combined adjusted after-tax earnings based on 2027E consensus estimates plus run-rate synergies, excluding transaction adjustments
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| 2 |
Pro forma free cash flow generation reflects annual cash flow generated from insurance dividends and non-insurance operations; based on stated guidance and consensus estimates for
both companies (2027E) plus run rate synergies
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| • |
Combines Two Strong Balance Sheets and Enhances Financial Flexibility. At year-end 2025,
Corebridge had a Life Fleet RBC Ratio of approximately 435% and holding company cash of $2.3 billion, while Equitable had a Combined NAIC RBC Ratio of approximately 475% and holding company cash of $1.1 billion. On a pro-forma basis, the
combined company will have over $30 billion of shareholders’ equity excluding AOCI and a leverage ratio of 26%3.
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| • |
Immediately Accretive to Earnings Per Share and Cash Generation. The transaction is
expected to be immediately accretive to the combined company’s earnings per share and cash generation, increasing to over 10% by the end of 2028. Earnings per share is expected to be resilient across market cycles, driven by a more balanced
mix of spread, fee and underwriting margin income. The combined company expects to see an adjusted return on equity of more than 15%4 by the end of 2027.
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| • |
Realizes Meaningful Synergies. The transaction is expected to deliver various synergies,
including revenue, expense, capital and tax synergies. The combined company expects more than $500 million of run-rate expense synergies by the end of 2028, primarily from the consolidation of functions, information technology systems and
vendor partners.
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Transaction Details
Under the terms of the merger agreement, which has been unanimously approved by the boards of directors of both companies, Corebridge and Equitable will form a new parent
company and each outstanding share of Corebridge common stock will be exchanged for the right to receive 1.0000 shares of the new parent company’s common stock, and each outstanding share of Equitable common stock will be exchanged for the right to
receive 1.55516 shares of the new parent company’s common stock.
Following the closing of the transaction, Corebridge shareholders will own approximately 51% of the combined company and Equitable shareholders will own approximately 49%
of the combined company.
Leadership, Governance and Corporate Headquarters
Upon closing of the transaction, the combined company will operate under the Equitable name and brand and trade under the Equitable ticker symbol “EQH” on the New York
Stock Exchange. Marc Costantini, President and Chief Executive Officer of Corebridge, will serve as President and Chief Executive Officer of the combined company and Robin Raju, Chief Financial Officer of Equitable, will serve as Chief Financial
Officer of the combined company.
| 3 |
Financial leverage reflects total debt (including 50% junior subordinated debt) divided by adjusted capitalization (ex. AOCI); reflects 100% equity credit for preferred stock;
capitalization excludes non-controlling interest
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Reflects estimated pro forma ROE with Corebridge as accounting acquiror
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The combined company will have a 14-member board of directors, which will include seven directors designated by Corebridge and seven directors designated by Equitable,
including Marc Costantini and Mark Pearson who will serve as Executive Chair of the combined company. Alan Colberg, Chair of the Corebridge Board, will serve as Lead Independent Director of the combined company’s board of directors. The full list
of directors will be announced prior to the closing of the transaction.
Following the close of the transaction, the combined company will be headquartered in Houston, Texas.
Timing and Approvals
The transaction is expected to close by year-end 2026, subject to customary closing conditions, including the receipt of required regulatory approvals and approval of
shareholders of both Corebridge and Equitable.
Other Matters
Each of Corebridge and Equitable will file a current report on Form 8-K with the U.S. Securities and Exchange Commission (the “SEC”) containing a summary of the terms and
conditions of the merger agreement, as well as a copy of the merger agreement.
In order to allow for the companies to hold a special meeting to consider and vote on the merger transaction, Corebridge and Equitable expect to defer their respective
2026 annual shareholder meetings to a later date to be announced.
Conference Call and Additional Materials
A joint conference call will be held today, March 26, at 8:00 a.m. EDT to discuss the transaction. A live webcast of the conference call and associated presentation
materials will be available on the investor relations section of each company’s website at https://investors.corebridgefinancial.com and https://ir.equitableholdings.com. A replay will be available after the call at the same locations.
Advisors
Morgan Stanley & Co. LLC is serving as financial advisor, Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal advisor, and Joele Frank, Wilkinson Brimmer
Katcher is serving as strategic communications advisor to Corebridge.
Goldman Sachs & Co. LLC is serving as financial advisor, Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as legal advisor, and Kekst CNC is serving as
strategic communications advisor to Equitable.
Separate teams from Oliver Wyman and Deloitte are serving as advisors to each company.
About Corebridge Financial
Corebridge Financial, Inc. (NYSE: CRBG) makes it possible for more people to take action in their financial lives. With more than $385 billion in assets under management
and administration as of December 31, 2025, Corebridge Financial is one of the largest providers of retirement solutions and insurance products in the United States. We proudly partner with financial professionals and institutions to help
individuals plan, save for and achieve secure financial futures. For more information, visit corebridgefinancial.com and follow us on LinkedIn, YouTube and Instagram. These
references with additional information about Corebridge have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this press release.
About Equitable Holdings
Equitable Holdings, Inc. (NYSE: EQH) is a leading financial services holding company comprised of complementary and well-established businesses, Equitable,
AllianceBernstein and Equitable Advisors. Equitable Holdings has $1.1 trillion in assets under management and administration (as of 12/31/2025) and more than 5 million client relationships globally. Founded in 1859, Equitable provides retirement
and protection strategies to individuals, families and small businesses. AllianceBernstein is a global investment management firm that offers diversified investment services to institutional investors, individuals and private wealth clients.
Equitable Advisors, LLC (Equitable Financial Advisors in MI and TN) has approximately 4,600 duly registered and licensed financial professionals that provide financial planning, wealth management, retirement planning, protection and risk management
services to clients across the country.
Cautionary Statement Regarding Forward-Looking Information
This press release 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 the closing of the Proposed Transaction 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 (the “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 press release. 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.
No Offer or Solicitation
This press release is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any
securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any
such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended (the “Securities Act”), or in a transaction exempt from the registration
requirements of the Securities Act.
Important Information and Where to Find It
This press release relates to the Proposed Transaction that may become the subject of a Registration Statement on Form S-4 to be filed by the new parent company with the SEC. The Registration Statement will include a joint proxy statement of Corebridge and Equitable that will also constitute a prospectus of the new parent
company. After the Registration Statement has been declared effective, the definitive joint proxy statement/prospectus will be mailed to the stockholders of each of Corebridge and Equitable. This press release is not a substitute for the
Registration Statement that the new parent company intends to file with the SEC or any other documents that may be sent to Corebridge’s stockholders or Equitable’s stockholders in connection with the Proposed Transaction.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM S-4 AND THE JOINT PROXY STATEMENT/PROSPECTUS WHEN THEY BECOME AVAILABLE, AS WELL AS
ANY OTHER RELEVANT DOCUMENTS FILED WITH, OR FURNISHED TO, THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE INTO THE JOINT PROXY STATEMENT/PROSPECTUS, BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION
REGARDING COREBRIDGE, EQUITABLE, THEIR NEW PARENT COMPANY, THE PROPOSED TRANSACTION AND RELATED MATTERS.
Investors and security holders may obtain free copies of these documents and other documents filed with the SEC by Corebridge or Equitable through the website
maintained by the SEC at http://www.sec.gov or from Corebridge at its website, https://www.corebridgefinancial.com, or from Equitable at its website, https://equitableholdings.com (information included on or accessible through either of Corebridge
or Equitable’s website is not incorporated by reference into this press release).
Participants in the Solicitation
Corebridge and Equitable and their respective directors and executive officers may be deemed to be participants in the solicitation of
proxies from Corebridge’s stockholders or Equitable’s stockholders in connection with the Proposed Transaction under the rules of the SEC. Information about the directors and executive officers of Corebridge, including a description of their direct
or indirect interests, by security holdings or otherwise, is set forth in Corebridge’s definitive proxy statement for its 2025 Annual Meeting of Stockholders, which was filed with the SEC on April 16, 2025, including under the headings
“Compensation Discussion and Analysis,” “Compensation Tables” and “Security Ownership of 5% Beneficial Owners, Directors and Executive Officers.” To the extent holdings of Corebridge’s common stock by the directors and executive officers of
Corebridge have changed or do change from the amounts of Corebridge’s common stock held by such persons as reflected therein, such changes have been or will be reflected on Initial Statements of Beneficial Ownership of Securities on Form 3 (“Form
3”), Statements of Changes in Beneficial Ownership on Form 4 (“Form 4”) or Annual Statements of Changes in Beneficial Ownership of Securities on Form 5 (“Form 5”), in each case filed with the SEC. Information about the directors and executive
officers of Equitable, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in Equitable’s definitive proxy statement for its 2025 Annual Meeting of Stockholders, which was filed with the
SEC on April 4, 2025, including under the headings “Executive Compensation” and “Certain Relationships and Related Person Transactions.” To the extent holdings of Equitable’s common stock by the directors and executive officers of Equitable have
changed or do change from the amounts of Equitable’s common stock held by such persons as reflected therein, such changes have been or will be reflected on Forms 3, Forms 4 or Forms 5, in each case filed with the SEC. Other information regarding
persons who may, under the rules of the SEC, be deemed participants in the proxy solicitation of Corebridge or Equitable’s stockholders in connection with the Proposed Transaction and a description of their direct and indirect interests, by
security holdings or otherwise, will be included in the Registration Statement. You may obtain free copies of these documents at the SEC’s website at www.sec.gov. Copies of documents filed with the SEC by Corebridge or Equitable will also be
available free of charge from Corebridge or Equitable using the contact information above.
Contacts
Corebridge:
Media:
Paul Miles
Media.contact@corebridgefinancial.com
Investor Relations:
Işıl Müderrisoğlu
investorrelations@corebridgefinancial.com
Equitable:
Media:
Gina Tyler
mediarelations@equitable.com
Investor Relations:
Erik Bass
IR@equitable.com
Exhibit 99.2
FAQ
What did Corebridge Financial (CRBD) announce with Equitable Holdings?
Corebridge and Equitable agreed to an all‑stock merger creating a new Equitable‑named parent company valued at about $22 billion. The combined business will span retirement, life insurance, wealth management and asset management, serving over 12 million customers with roughly $1.5 trillion in assets under management and administration.
How will Corebridge and Equitable shareholders be compensated in the merger?
Each Corebridge share will convert into 1.0 share of the new parent, while each Equitable share will convert into 1.55516 shares. After closing, Corebridge stockholders are expected to own approximately 51% of the combined company and Equitable stockholders about 49%, maintaining broad continuity of ownership across both groups.
When is the Corebridge–Equitable merger expected to close?
The companies expect the merger to close by year‑end 2026, subject to customary conditions. These include majority stockholder approvals at both firms, SEC effectiveness of a Form S‑4 registration statement, multiple insurance and other regulatory approvals, antitrust clearance and required client consents for certain Equitable advisory fee relationships.
What financial benefits do Corebridge and Equitable expect from the merger?
Management projects more than $500 million in annual pre‑tax expense synergies by the end of 2028 and expects immediate accretion to earnings per share and cash generation. They target over 10% accretion by the end of 2028, with 2027 run‑rate adjusted operating earnings exceeding $5 billion if plans are achieved.
Who will lead the combined Corebridge and Equitable company after the merger?
Marc Costantini, Corebridge’s President and CEO, will become President and CEO of the combined company, while Equitable CEO Mark Pearson will serve as Executive Chair. The 14‑member board will be split evenly between Corebridge and Equitable designees, and the corporate headquarters will be located in Houston, Texas.
What are the key risks and termination provisions in the Corebridge–Equitable deal?
The merger faces regulatory, client‑consent and integration risks given its scale and complexity. The agreement includes mutual $475 million termination fees payable in specified situations, such as failed stockholder votes combined with competing proposals or board recommendation changes, and an outside date of December 26 2026, extendable for regulatory delays.
Filing Exhibits & Attachments
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Corebridge Financial Inc