Equitable Holdings (EQH-PA) shareholders back Corebridge merger and pay plan

Rhea-AI Filing Summary

Equitable Holdings, Inc. reports that stockholders approved its Agreement and Plan of Merger with Corebridge Financial, Inc. at a special meeting held on July 30, 2026. The proposal to adopt the Merger Agreement received 234,290,237 votes for, 6,368,053 against and 281,333 abstentions.

Stockholders also approved, on a non-binding advisory basis, the compensation that may be paid to Equitable’s named executive officers in connection with the transaction, with 237,727,493 votes for, 2,770,679 against and 441,451 abstentions. A quorum was achieved with 240,939,623 shares present, representing 88.27% of the 272,958,142 shares outstanding as of the June 22, 2026 record date. The adjournment proposal was not needed. The companies state that the proposed transaction remains subject to regulatory approval and other customary closing conditions and is expected to close by year-end 2026.

Key Figures

Shares outstanding on record date: 272,958,142 shares Shares represented at meeting: 240,939,623 shares Quorum percentage: 88.27% +3 more

6 metrics

Shares outstanding on record date 272,958,142 shares Equitable common stock outstanding as of June 22, 2026 record date

Shares represented at meeting 240,939,623 shares Shares present in person or by proxy at the special meeting

Quorum percentage 88.27% Portion of outstanding shares represented at the special meeting

Merger proposal votes for 234,290,237 Votes cast in favor of the Equitable Merger Agreement Proposal

Merger proposal votes against 6,368,053 Votes cast against the Equitable Merger Agreement Proposal

Advisory compensation votes for 237,727,493 Votes supporting the Equitable Advisory Compensation Proposal

Key Terms

non-binding advisory basis, independent inspector of elections, broker non-votes, quorum, +1 more

5 terms

non-binding advisory basis regulatory

"to approve, on a non-binding advisory basis, the compensation that may be paid"

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

independent inspector of elections regulatory

"based on the final, certified report of the voting results by the independent inspector of elections"

A neutral third party hired to collect, verify, and count shareholder votes and proxies for corporate meetings, and to certify the official results. Acting like a referee or independent auditor for a ballot, the inspector confirms that voting procedures were followed, that a quorum exists, and that disputed or irregular ballots are resolved according to the company’s rules and governing law. The inspector’s certification gives investors confidence that meeting outcomes were recorded accurately.

broker non-votes financial

"The following votes were cast at the Special Meeting... Broker Non-Votes"

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

quorum regulatory

"were present in person or by proxy at the Special Meeting, constituting a quorum to conduct business"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

customary closing conditions regulatory

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

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

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Available on EDGAR 07/30/2026 - 04:38 PM Accepted by SEC EDGAR 07/30/2026 - 04:32 PM Learn about SEC filing dates

FAQ

What did Equitable Holdings (EQH-PA) stockholders approve at the July 30, 2026 special meeting?

Stockholders approved the Agreement and Plan of Merger with Corebridge Financial and a non-binding advisory proposal on executive compensation related to the transaction, satisfying key stockholder approval conditions for the proposed combination.

How did Equitable Holdings (EQH-PA) vote on the merger agreement with Corebridge?

The merger agreement proposal received 234,290,237 votes for, 6,368,053 against and 281,333 abstentions. These results, certified by an independent inspector of elections, meant the merger agreement proposal was approved by Equitable stockholders at the special meeting.

What were the voting results on the advisory compensation proposal for Equitable Holdings (EQH-PA)?

The advisory compensation proposal received 237,727,493 votes for, 2,770,679 against and 441,451 abstentions. This approval is non-binding and relates to potential compensation for Equitable’s named executive officers in connection with the merger transaction.

What percentage of Equitable Holdings (EQH-PA) shares were represented at the special meeting?

A total of 240,939,623 shares of Equitable common stock were present in person or by proxy, representing about 88.27% of the 272,958,142 shares outstanding on the June 22, 2026 record date, thereby establishing a quorum for conducting business.

Is the Equitable Holdings (EQH-PA) merger with Corebridge now complete?

The merger is not yet complete. While required stockholder approvals have been obtained, the proposed transaction remains subject to regulatory approval and other customary closing conditions and is described as expected to close by year-end 2026.

Was the adjournment proposal used at the Equitable Holdings (EQH-PA) special meeting?

No. Although Equitable solicited proxies for an adjournment proposal, it was unnecessary because there were already sufficient votes to approve the merger agreement, so the adjournment proposal was not submitted to stockholders for a vote.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 30, 2026

Equitable Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-38469	90-0226248
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

1345 Avenue of the Americas, New York, New York 10105

(Address of principal executive offices) (Zip Code)

(212) 554-1234

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or address, if changed since last report)

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:

☒	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading Symbol		Name of Exchange on which registered
Common Stock		EQH		New York Stock Exchange
Depositary Shares, each representing a 1/1,000th interest in a share of Fixed Rate Noncumulative Perpetual Preferred Stock, Series A		EQH PR A		New York Stock Exchange
Depositary Shares, each representing a 1/1,000th interest in a share of Fixed Rate Noncumulative Perpetual Preferred Stock, Series C		EQH PR C		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

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

As of the close of business on June 22, 2026, the record date for determination of the stockholders entitled to notice of, and to vote at, the Special Meeting, there were 272,958,142 shares of common stock, par value $0.01 per share, of Equitable (“Equitable Common Stock”) issued and outstanding, each of which was entitled to one vote on all matters properly submitted to holders of record of Equitable Common Stock at the Special Meeting. A total of 240,939,623 shares of Equitable Common Stock, representing approximately 88.27% of the issued and outstanding shares of Equitable Common Stock entitled to vote at the Special Meeting, were present in person or by proxy at the Special Meeting, constituting a quorum to conduct business.

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

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

	For	Against	Abstain	Broker Non-Votes
	234,290,237	6,368,053	281,333	0

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

	For	Against	Abstain	Broker Non-Votes
	237,727,493	2,770,679	441,451	0

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

No other business properly came before the Special Meeting.

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

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Item 8.01 Other Events.

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

Item 9.01 Financial Statements and Exhibits.

(d)       Exhibits.

Exhibit Number		Description
99.1		Press Release, dated July 30, 2026, jointly issued by Equitable Holdings, Inc. and Corebridge Financial, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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.

	Equitable Holdings, Inc.
	By:	/s/ Ralph Petruzzo
		Name:	Ralph Petruzzo
		Title:	Deputy General Counsel

Date: July 30, 2026

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