Equitable (NYSE: EQH) to merge with Corebridge in $22B all-stock deal
Rhea-AI Filing Summary
Equitable Holdings announced an all-stock merger with Corebridge Financial to form a new parent company that will operate under the Equitable name. Each Equitable share will be exchanged for 1.55516 shares of the new company, while each Corebridge share will receive 1.0000 share.
The combined group is valued at about $22 billion and is expected to have over 12 million customers and $1.5 trillion in assets under management and administration. After closing, Corebridge shareholders will own approximately 51% of the new company and Equitable shareholders about 49%.
The companies target more than $500 million in annual pre-tax cost synergies and expect the deal to be immediately accretive to earnings per share and cash generation, with accretion rising to over 10% by the end of 2028. Closing is expected by year-end 2026, subject to shareholder and multiple regulatory approvals.
Positive
- Transformational scale and diversification: The combined company is expected to serve over 12 million customers with about $1.5 trillion in assets under management and administration, spanning individual and group retirement, life insurance, institutional markets, wealth management and asset management, which can support more resilient earnings across market cycles.
- Synergies and earnings accretion: Management targets more than $500 million in annual pre-tax cost synergies on a run-rate basis by the end of 2028, and projects the merger to be immediately accretive to earnings per share and cash generation, with accretion exceeding 10% by the end of 2028.
- Stronger financial profile: Pro forma metrics cited in the investor materials include over $5 billion of 2027 run-rate adjusted operating earnings and more than $4 billion of annual cash generation, alongside a consolidated risk-based capital ratio around 440% and financial leverage near 26%, indicating a robust balance sheet.
- Governance and leadership continuity: The new parent will have a 14-member board split evenly between Equitable and Corebridge designees, with Corebridge CEO Marc Costantini as CEO, Equitable CEO Mark Pearson as Executive Chair and Equitable CFO Robin Raju as CFO, supporting continuity and shared oversight.
Negative
- Execution and integration risk: Realizing over $500 million of targeted cost synergies, integrating platforms, aligning product suites and cultures, and delivering the projected earnings and cash accretion by the end of 2028 depend on complex operational execution across large retirement, life, wealth and asset management businesses.
- Regulatory and approval uncertainty: Closing by the expected year-end 2026 timeline is conditioned on approvals from Equitable and Corebridge shareholders, antitrust clearance under the Hart–Scott–Rodino Act, multiple U.S. state insurance regulators and other domestic and foreign regulators, as well as SEC effectiveness of the Form S-4.
- Potential break-up costs: The merger agreement includes symmetrical termination fees of $475 million, payable by either Equitable or Corebridge to the other in specified scenarios, including certain competing acquisition outcomes or recommendation changes, which could be material if the transaction does not close.
- Deal uncertainty window: The long outside date of December 26 2026, with potential extensions tied to outstanding regulatory conditions, prolongs the period during which both companies operate under transaction-related covenants and face uncertainty around completion and strategic alternatives.
Insights
Transformational all-stock merger adds scale, synergies and reshapes EQH’s risk-reward.
The combination with Corebridge creates a large retirement, life, wealth and asset management platform, valued near $22 billion. Equitable holders receive 1.55516 new shares per EQH share, ending with roughly 49% ownership in the combined company headquartered in Houston.
Management highlights more than $500 million of run-rate pre-tax cost synergies and projects immediate earnings and cash accretion, rising to over 10% by year-end 2028. Pro forma assets under management and administration of about $1.5 trillion and diversified revenue across retirement, life, institutional, wealth and asset management could support more stable earnings through cycles.
Key dependencies include securing shareholder approvals, multiple U.S. and foreign regulatory clearances and achieving integration and synergy targets without triggering a “material adverse effect” as defined in the merger terms. The outside date of December 26 2026 and symmetrical $475 million termination fees underscore execution and approval risk if delays or competing acquisition proposals emerge.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Definitive Material Agreement. |
On March 26, 2026, Equitable Holdings, Inc., a Delaware corporation (“Equitable”), entered into an Agreement and Plan of Merger (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 (“HoldCo”), Marcy Holding, Inc., a newly formed Delaware corporation and a wholly-owned subsidiary of HoldCo (“Equitable Merger Sub”), and Palisade Holding, Inc., a newly formed Delaware corporation and a wholly-owned subsidiary of HoldCo (“Corebridge Merger Sub”).
Equitable and Corebridge 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 Equitable Merger (the “Equitable 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.
At the effective time of the Corebridge Merger (the “Corebridge Effective Time” and, together with the Equitable Effective Time, the “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, 1.000 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.
Upon Closing, current Equitable stockholders will own approximately 49% of HoldCo and current Corebridge stockholders will own approximately 51% of HoldCo.
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Treatment of Equity Awards
The Merger Agreement provides that, (a) 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, and (b) 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.
Registration and Listing of HoldCo Common Stock and HoldCo Preferred Stock
Equitable and Corebridge 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 Equitable stockholders meeting and the Corebridge stockholders meeting (as amended or supplemented from time to time, the “Proxy/Prospectus”). Equitable and Corebridge 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 Equitable and Corebridge, and also contains customary pre-Closing covenants on behalf of Equitable and Corebridge, 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 Equitable (the “Equitable Board”) or the board of directors of Corebridge (the “Corebridge Board”), as applicable, for the Merger Agreement and the Equitable Merger or Corebridge 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 Equitable and its subsidiaries, taken as a whole)). In addition, the Merger Agreement contains covenants that require each of Equitable and Corebridge to call and hold a special stockholder meeting (even if the Equitable Board or Corebridge 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 Equitable Board and Corebridge Board to recommend to the Equitable stockholders or the Corebridge stockholders, as applicable, to approve the applicable merger and approve the Merger Agreement at such special stockholder meeting.
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Termination; Termination Fees
The Merger Agreement contains certain termination rights for each of Equitable and Corebridge, 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 Equitable or the stockholders of Corebridge 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 Equitable Board if (x) the Corebridge Board changes its recommendation that Corebridge stockholders approve the Corebridge Merger and the Merger Agreement, or (y) 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).
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 Corebridge Board if (a) the Equitable Board changes its recommendation that Equitable stockholders approve the Equitable Merger and the Merger Agreement, or (b) 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).
The Merger Agreement provides for the payment by Equitable to Corebridge 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 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.
Similarly, Corebridge must pay a termination fee of $475,000,000 to Equitable 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
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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.
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 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; (b) 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; (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 Equitable and Corebridge 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 Equitable, Corebridge, HoldCo, Equitable Merger Sub and Corebridge 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 Equitable or Corebridge that is continuing.
Other Terms of the Merger Agreement
No appraisal rights will be available to the holders of Equitable Common Stock or Corebridge Common Stock in connection with the Mergers. Ordinary course dividends in the amounts of (a) no more than $0.30 per share of Equitable Common Stock per quarter, (b) $328.125 per share of Equitable Series A Preferred Stock per quarter, (c) $268.750 per share of Equitable Series C Preferred Stock per quarter, (d) $0.25 per share of Corebridge Common Stock per quarter, (e) $34.375 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 Corebridge Preferred Stock will include an additional amount to account for the initial accrual period), 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).
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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 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, and (b) 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”).
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 Equitable and Corebridge.
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 Equitable or Corebridge. 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 Equitable and Corebridge 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 Equitable and Corebridge 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 Equitable and Corebridge.
| Item 8.01 | Other Events. |
On March 26, 2026, Equitable and Corebridge 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, Equitable and Corebridge 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. |
(d)
Exhibits
| 2.1 | 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.* | |
| 99.1 | Press Release, dated March 26, 2026, jointly issued by Equitable Holdings, Inc. and Corebridge Financial, Inc. | |
| 99.2 | Investor Presentation, dated March 26, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
| * | The schedules and exhibits have been omitted pursuant to Item 601(a)(5) or Item 601(b)(2) of Regulation S-K. Equitable agrees to furnish supplementally a copy of such schedules and exhibits, or any section thereof, to the SEC upon request; provided, however, that Equitable 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 Equitable and Corebridge (the “Proposed Transaction”), the anticipated benefits of the Proposed Transaction, including estimated synergies and projected cost savings, and plans and expectations for Equitable, Corebridge or their new parent company after the 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 earnings and cash flow 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 Equitable or Corebridge’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 Equitable, Corebridge, their new parent company or their respective directors; restrictions on the conduct of Equitable and Corebridge’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 Equitable or Corebridge’s Insurer Financial Strength ratings or credit ratings or of the new parent company of Equitable and Corebridge following completion of the Proposed Transaction; other factors that may affect future results of Equitable and Corebridge; 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 Equitable and Corebridge 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 Equitable nor Corebridge presently know or that Equitable and Corebridge 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 Equitable and Corebridge’s expectations, plans or forecasts of future events and views as of the date of this Current Report on Form 8-K. Equitable and Corebridge anticipate that subsequent events and developments will cause Equitable and Corebridge’s assessments to change. While Equitable and Corebridge may elect to update these forward-looking statements at some point in the future, Equitable and Corebridge specifically disclaim any obligation to do so, unless required by applicable law.
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Neither Equitable nor Corebridge gives any assurance that Equitable, Corebridge 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 Equitable and Corebridge 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 Equitable and Corebridge. 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 Equitable’s stockholders or Corebridge’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 EQUITABLE, COREBRIDGE, 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 Equitable or Corebridge through the website maintained by the SEC at http://www.sec.gov or from Equitable at its website, https://equitableholdings.com, or from Corebridge at its website, https://www.corebridgefinancial.com (information included on or accessible through either of Equitable or Corebridge’s website is not incorporated by reference into this Current Report on Form 8-K).
Participants in the Solicitation
Equitable and Corebridge and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Equitable’s stockholders or Corebridge’s stockholders in connection with the Proposed Transaction under the rules of 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 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 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 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 Equitable or Corebridge’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 Equitable or Corebridge will also be available free of charge from Equitable or Corebridge using the contact information above.
| 8 |
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/ Kurt Meyers | ||
| Name: | Kurt Meyers | ||
| Title: |
Chief Legal Officer, Secretary |
||
Date: March 26, 2026
| 9 |
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. |
| · | 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. |
| · | 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. |
| · | 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. |
| 1 | Reflects combined adjusted after-tax earnings based on 2027E consensus estimates plus run-rate synergies, excluding transaction adjustments | |
| 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. |
| · | 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. |
| · | 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. |
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 | |
| 4 | 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.
| Page 4 of 8 |
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,
| Page 5 of 8 |
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.
| Page 6 of 8 |
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
| Page 7 of 8 |
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
| Page 8 of 8 |
EXHIBIT 99.2
of this line of this line Creating an Industry Leader March 26, 2026
of this line 2 Cautionary Statement Regarding Forward - Looking Information This communication includes statements, which, to the extent they are not statements of historical or present fact, constitut e “ 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, stateme nts 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 synergi es 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 ca use 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, st ock 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 o f t he 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 gener ati on; 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 announc eme nt 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, em pl oyees, 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 bo th 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 th e Proposed Transaction; the possibility that the Proposed Transaction may be more expensive to complete than anticipated, including as a re sult 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 uncertai nti es 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 oth er 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 ou r 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 forwa rd - 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 communication. 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 communication is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or th e s olicitation 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 un law ful 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.
of this line This communication 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 dec la red effective, the definitive joint proxy statement/prospectus will be mailed to the stockholders of each of Corebridge and Equitable. This communication 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 INCO RPO RATED BY REFERENCE INTO THE JOINT PROXY STATEMENT/PROSPECTUS, BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION REGARDING COREBRIDGE, EQUITABLE, THEIR NE W 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 (informa ti on included on or accessible through either of Corebridge or Equitable’s website is not incorporated by reference into this communication). Participants in the Solicitation Corebridge and Equitable and their respective directors and executive officers may be deemed to be participants in the solicitation of p ro xies 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 exec uti ve 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% Bene fic ial 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 Fo rm 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 w ith 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 Relationshi ps 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 informatio n r egarding 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 securit y holdings or otherwise, will be included in the Registration Statement. You may obtain free copies of these documents at the SEC’s webs ite 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 3 Important Information and Where to Find It Equitable: Media: Laura Yagerman mediarelations@equitable.com Investor Relations: Erik Bass IR@equitable.com
of this line 4 Merger Creates a Diversified Financial Services Company Focused on Delivering Value for Customers and Shareholders Creates Leading Retirement, Life, Wealth and Asset Management Company with Over 12 Million Customers and $1.5 Trillion in AUM/A (1) 1 Offers Formidable Distribution Capabilities with Enhanced Scale and Portfolio Diversification 2 Robust Balance Sheet and Consistent Cash Generation 4 Delivers Higher Growth, Balanced Revenue Mix and Resilient Earnings Across Market Cycles 3 Immediately Accretive to EPS and Cash Generation; Increasing to 10%+ by the End of 2028, Supported by $500M+ Synergies 5 1. Combined as of 12/31/2025 with no transaction related adjustments
of this line 5 Transaction Highlights • All - stock merger • Companies to form a new parent company ‒ Each outstanding share of Corebridge common stock will be exchanged for the right to receive 1.00000 shares of the new parent company’s common stock ‒ 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 • Pro forma ownership: 51% Corebridge / 49% Equitable • All Corebridge / Equitable debt is expected to be structurally pari passu following closing • All Corebridge / Equitable preferred stock is expected to be new parent company preferred stock following closing Transaction Overview • Marc Costantini, Corebridge CEO, to serve as CEO of the combined company • Mark Pearson, Equitable CEO, to serve as Executive Chairman • Alan Colberg, Corebridge Chairman, to serve as Lead Independent Director • Robin Raju, Equitable CFO, to serve as CFO of the combined company • 14 - member Board with equal representation between Corebridge and Equitable Management & Board • Name: Equitable • Headquarters: Houston, Texas Brand • Shareholder vote is expected to take place in summer 2026 • Expect to close year - end 2026, subject to customary closing conditions • Plan to host an Investor Day in the first half of 2027 Timing
of this line 6 Shared Mission to Empower Our Clients to Retire with Confidence Win with Customers • Offer full suite of solutions to meet customers’ retirement and protection needs • Drive product innovation to increase customer engagement and simplify decisions Expand Our Distribution Reach • Utilize multi - channel distribution to reach a broad customer base • Serve as a preferred provider to third - party distributors based on reputation, service, and consumer value Provide Holistic Wealth Planning • Help individuals and families achieve their financial goals by providing tailored advice • Equitable Advisors, Corebridge Advisors, and Berstein Private Wealth provide broad client reach Enhance Customer Experience • Connect with the customer based upon their personal or generational preferences • Harness scale to accelerate transformation and digitization investments
of this line 7 Shared Vision for Driving Growth and Shareholder Value Capitalize on Scale Advantages Leverage Multi - Channel Distribution Capture the Full Value Chain Focus on Financial Principles x Top - quartile expense ratio supports higher profitability x Lower cost of capital x Higher cash flow to invest in growth x Ability to attract & retain top talent x Formidable distribution across retail, institutional, and worksite channels x Distribution breadth results in lower cost of funds x Operate as a manufacturer, distributor and asset manager to capture greater share of product economics x Asset and Wealth Management provide high - multiple businesses x Optimize cash generation to drive consistent capital return x Prioritize value over volume ; price for a narrow range of outcomes
of this line #1 Life & Annuity Company by U.S. Earnings (4) 8 Leading Retirement, Life, Wealth & Asset Management Company $30B+ Adj. Book Value (8) ~440% RBC Ratio (9) Established Institutional & Life Provider #1 RILA / VA (2) #3 FA / FIA (2) #3 403(b) (2) Industry - Leading Retirement Player Enhanced Wealth & Asset Management Capabilities ~$140B Wealth AUA (1) ~$1T AB AUM (3) ~5K Advisors (1) ~$130B AUM/A Institutional Markets (1) Leading Provider in IUL, VUL and Term 1 Scaled Platform to Better Serve Customers $5B+ 2027E Run - Rate Adj. Operating Earnings (5) $500M Expense Synergies by the end of 2028 15%+ 2027E ROE (7) $4B+ 2027E Cash Generation (6) Superior Growth and Profitability Across Market Cycles ~12M Customers (1) ~$1.5T AUM/A (1) 1. Combined as of 12/31/2025 with no transaction related adjustments 2. Annuity rankings based on LIMRA data as of 12/31/2025; 403(b) rankings based on assets per Cerulli as of 12/31/2024 3. Reflects AB AUM as of December 31, 2025 plus additional AUM of $100B to be allocated by Corebridge over time 4. See appendix for detail 5. Reflects combined adjusted after - tax earnings based on consensus estimates plus run - rate synergies, excluding transaction adjustments 6. 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 plus run rate synergies 7. Reflects estimated pro forma ROE with Corebridge as accounting acquiror 8. Reflects Corebridge’s adjusted book value as of 12/31/2025 plus estimated equity issuance in connection with all stock merger 9. Reflects combined NAIC RBC ratios for Corebridge and Equitable U.S. insurance companies as of 12/31/2025
of this line Note: Metrics shown as of 12/31/2025 unless otherwise noted; combined metrics do not reflect any transaction related adjustme nts 1. Based on 2024 Gross Revenue, per Financial Advisor Magazine 2. Annuity rankings based on LIMRA data as of 12/31/2025; 403(b) rankings based on assets per Cerulli as of 12/31/2024 3. Pro forma Advisors and AUA including both Equitable Advisors and Corebridge Wealth business • Broad access to 403(b) and 457 opportunities; expands distribution footprint • Enhances scale to accelerate platform digitization and transformation • Over 900 distribution relationships across different channels • Leading position at top firms • Multiple products on the shelf • Opportunity to increase penetration of advisors • Top 10 (1) independent broker dealer generating double - digit organic growth in advisory assets • Key distribution channel for life, annuity, and asset management products with opportunity to capture additional proprietary sales 9 Formidable Multi - channel Distribution Platform Pro Forma Metrics Workplace (403(b) / 457) Wholesale (Banks, B/D, IMO) Retail #3 403(b) (2) ~$160B AUA ~5K Advisors (3) ~$140B AUA (3) 2 #2 Banks (2) #1 Across Channels (2) #2 Broker Dealers (2) Equitable Advisors • Scaled platform with high - net - worth focus • Attractive, fast growing distribution channel • Deep bench of advisory talent with best - in - class retention Bernstein Private Wealth $156B AUM ~200 Advisors Individual Annuity Sales
of this line Note: Metrics as of 12/31/2025 unless otherwise noted; combined metrics do not reflect any transaction - related adjustments; annu ity rankings based on LIMRA data as of 12/31/2025; 403(b) rankings based on assets per Cerulli as of 12/31/2024 1. LIMRA as of FY2025 2. Based on account values including embedded derivatives 3. Based on assets per Cerulli as of 12/31/2024; includes IRA, Not - for - profit/Governmental DC and Public DB 4. Excludes $18B AUM/A from Wealth Management 5. FY 2024 PRT market volume per Mercer 6. FY 2025 FABN issuances per Bloomberg 7. S&P CapIQ ; Individual and Group Life Net Premiums for FY2025 10 Positioned for Growth in Retirement, Institutional Markets & Life Potential Opportunity • Size of Segment: $460B+ Sales (1) • Top - 5 position in all retail annuity products and differentiated multi - channel distribution 3 ~$130B AUM/A $108B AUM/A Top - 10 in PRT & FABN/GICs ~$20B AUM/A Top - 5 FABN Issuer (6) ~$160B AUM/A $112B AUM/A (4) #6 in 403(b) ~$45B AUM/A #9 in 403(b) ~$700M Premiums $389M First Year Premiums $308M First Year Premiums Individual Retirement ~$250B AUM/A $120B AUM/A #3 Fixed/FIA Provider ~$130B AUM/A (2) #1 RILA Provider Institutional Markets Life Insurance Group Retirement • Size of Segment: $160B+ Premiums (7) • Leverage Equitable Advisors to offer term and IUL products; capitalize on Corebridge’s focus on the middle market segment to offer VUL product • Size of Segment: $52B PRT Volume / $80B FABN/GIC Issuance (5) (6) • Depth and breadth of capabilities with increased balance sheet capacity • Size of Segment: $27T Total AUA (3) • Leading position across 403(b) and 457; large workplace distribution force
of this line Note: Metrics as of 12/31/2025; combined metrics do not reflect any transaction related adjustments $156B ~200 11 Significant Growth Opportunity in Wealth Management Key Drivers of Growth • Adds scale to Equitable Advisors; opportunity for future margin expansion • Strong track record of recruiting and developing new advisors • Attractive value proposition to recruit experienced advisors • Bernstein Private Wealth provides steady net flows from high - net - worth clients 3 AUM $122B ~4.6k Serve Full Range of Clients from Mass Affluent to High Net Worth Advisors $18B ~300 ~$300B
of this line 12 Expanding Asset Management Capabilities 3 • AB to grow AUM to almost ~$1T: $100B+ of Corebridge’s general and separate account assets to AB over time • Support AB growth by leveraging Corebridge’s internal asset origination capabilities and AB’s global distribution • Combined Company to expand investment origination capabilities across all asset classes Current AB AUM Incremental Corebridge AUM Pro - forma AUM ~$ 100 B ~$ 867 B ~$ 967 B ~68% Ownership Stake Has a Market Value of ~$7.5B (1) (2) (3) 1. As of March 23, 2026 2. As of December 31, 2025 3. To be allocated over time
of this line Note: Combined metrics do not reflect any transaction related adjustments; rounding may apply 1. Excludes Corporate & Other segment 2. Excludes EQH life earnings reported in Corporate & Other 3. Excludes EQH FABN business 4. Includes CRBG Wealth Management earnings reported within Group Retirement 5. Based on a 6% equity market return, 2% dividend yield, and interest rates following the forward curve 6. Normalized for the impact of individual variable annuity reinsurance transaction 13 Balanced Mix Supports Resilient Earnings Across Market Cycles 3 48% 18% 11% 6% 12% 5% Individual Retirement Life (2) Asset Management Wealth Management Group Retirement (4) Institutional (3) 22% 20% 5% 53% CRBG Insurance (6) EQH Insurance (5) Asset Management (5) Wealth Management (5) Sources of Holding Company Cash Flow Operating Earnings by Segment (Pre - tax) (1) Sources of Income 44% 44% 13% Spread Income Fee Income Underwriting Margin 2025A 2025A 2026E
of this line 1. EQH combined NAIC RBC ratio at year end 2023, 2024 and 2025. On a reported basis, the combined RBC ratio was c.410% as of YE’ 23, c.400% as of YE’24 and c.450% as of YE’25 2. CRBG 2018 RBC ratio impacted by passage of Tax Cuts and Jobs Act of 2017 (TCJA) 3. Includes normalized distributions to holding company Organic Cash Generation ($B) (3) Consolidated RBC Ratio (1) 2018 (2) 2019 2020 2021 2022 2023 2024 2025 389% 440% 402% 510% 433% 410% 447% 440% 411% 425% 428% 425% 426% 425% 435% 475% $ 1.3 $ 1.4 $ 1.6 $ 1.6 $ 1.6 $ 1.3 $ 1.5 $ 1.6 $ 1.7 $ 2.1 $ 2.2 $ 2.2 $ 2.2 $ 2.0 $ 2.2 $ 2.3 2018 2019 2020 2021 2022 2023 2024 2025 $ 3.9 $ 3.7 $ 3.3 Corebridge Equitable $3.5 $3.8 $3.8 $3.8 $3.0 Robust Balance Sheet and Consistent Cash Generation 4 14
of this line Corporate Private Placements 53% Infrastructure Debt 20% Private ABS 18% Middle Market Direct Lending 6% Other 2% 1. Includes Other Loans Receivable (Life Insurance Policy Loans, Commercial / Other Loans, and Notes Receivable) 2. Includes U.S. Government, Non - U.S. Government, and State / Municipal 3. Other Invested Assets include Policy Loans, FHLB securities, and Other Bond Securities. 4. Insurance operating businesses; excludes cash, funds withheld assets, allowance for credit losses on mortgage loans, consolid ate d investment entities as well as eliminations primarily between the consolidated investment entities and the insurance operat ing companies 5. Investment portfolio consists of the general account and non - insulated separate accounts of insurance subsidiaries; excludes 144 A corporate private placements and based upon the carrying value recorded in the statutory statements 15 High Quality Investment Portfolio Pro forma Investment Portfolio Pro Forma Private Asset Portfolio Corporate Debt 47% Mortgage 20% ABS / CLO 13% RMBS 6% CMBS 4% Govt 4% Alternatives 2% S - T Investments : 2% Other 2% (1) (2) Conservative, High - quality Investment Portfolio High Quality Portfolio Aligns with Liability Duration x Liability driven investment strategy supported by disciplined asset - liability management process x Partnership driven asset origination model enhances competitiveness while expanding capabilities and scale benefits x Diversified across asset class, sector, geography and issuer / borrower x Private assets diversified across private placements, infrastructure, private ABS and middle market direct lending x Institutional buyers maintain an active secondary market for private placement assets 96% Fixed Maturities Rated Investment Grade 51% of Portfolio in Corporates and Government Bonds A - Average Credit Rating 92% Rated Investment Grade $366B $63B (3) 4 (4) (5)
of this line 16 Significant Synergies Accelerate Shareholder Value Creation • Expect to achieve $500M of annual pre - tax expense synergies on a run - rate basis by YE’28 ‒ Expect to achieve 100% benefit on a run rate basis by the end of 2028; benefits expected to earn in ~30% in the first 12 months and ~75% in the first 24 months ‒ Represents ~10% of the combined company’s expense base (1) • Cost to achieve will be 1.5x run - rate synergies and reported below the line Projected Expense Synergies • Shift over $100B of Corebridge general and separate account AUM to AB over time • Commercialize select Corebridge internal asset management strategies and distribute through AB • Distribute Corebridge life and fixed / indexed annuity products through Equitable Advisors • Increase conversion of group retirement assets by providing holistic wealth advice Potential Revenue Synergies 5 Pre - tax Run - Rate Combined Earnings ($B) $5.1 $0.5 $5.6 + 2025 Pre-tax Operating Income Expense Synergies Revenue Synergies Pre-tax Run-Rate Combined Earnings (2) 1. Reflects combined pro forma operating expense; for Equitable’s Investment Management segment, reflects expense base net of po rti on allocated to non controlling interest 2. Reflects adjusted pre - tax operating income for Corebridge plus non - GAAP operating earnings (pre - tax) for Equitable; metrics as o f FY2025 Upside Opportunity
of this line 17 Immediately Accretive to EPS and Cash Generation; Increasing to 10%+ by the End of 2028 5 Strong Earnings Accretion x 10%+ EPS Accretion (1) $500M (P/T) Run - Rate Expense Synergies Increased Cash Generation x 10%+ Cash Generation Accretion (1) (2) $4B+ Cash Generation (1) (2) Enhanced Profitability x 15%+ Adj. ROE (1) (4) $5B+ 2027E Run - Rate Adj. Operating Earnings (A/T) (1) (3) Increased Financial Flexibility x ~440% Pro Forma Year - end 2025 RBC Ratio ~ 26 % Pro Forma Year - end 2025 Financial Leverage (5) 1. Presented on a run rate basis i.e., includes expense synergies as outlined; excludes impact of purchase accounting 2. Pro forma free cash flow generation reflects annual cash flow generated from insurance dividends and non - insurance operations; b ased on stated guidance and consensus estimates for both companies plus run rate synergies 3. Reflects combined adjusted after - tax earnings based on consensus estimates plus run - rate synergies, excluding transaction adjust ments 4. Reflects estimated pro forma ROE with Corebridge as accounting acquiror 5. Financial leverage reflects total debt (including 50% junior subordinated debt) divided by adjusted capitalization (ex. AOCI) ; r eflects 100% equity credit for preferred stock; capitalization excludes non - controlling interest
of this line 18 Merger Creates a Diversified Financial Services Company Focused on Delivering Value for Customers and Shareholders Creates Leading Retirement, Life, Wealth and Asset Management Company with Over 12 Million Customers and $1.5 Trillion in AUM/A (1) 1 Offers Formidable Distribution Capabilities with Enhanced Scale and Portfolio Diversification 2 Robust Balance Sheet and Consistent Cash Generation 4 Delivers Higher Growth, Balanced Revenue Mix and Resilient Earnings Across Market Cycles 3 Immediately Accretive to EPS and Cash Generation; Increasing to 10%+ by the End of 2028, Supported by $500M+ Synergies 5 1. Combined as of 12/31/2025 with no transaction related adjustments
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of this line • In a merger, PGAAP requires the accounting acquirer (expected to be Corebridge ) to record the assets and liabilities of the acquired company (Equitable) at fair value as of the acquisition date • The total fair value of the acquired company’s equity is set equal to the purchase price, and the purchase price is allocated between tangible and intangible assets and liabilities • There are several implications for an insurance company’s balance sheet: — Equitable’s outstanding DAC balances are written off and their VOBA (value of business acquired) will be established. The VOBA is amortized similar to DAC — The basis of Equitable’s investment assets will be marked - to - market at the acquisition date with the “pull - to - par” impact running through net investment income over the remaining life of the asset — Unearned revenue and deferred reinsurance gains and losses that Equitable had will be written off and no longer amortize into earnings — Intangible assets will be created for both Equitable and AllianceBernstein reflecting the value of the entity brands, distribution relationships, etc. — Portion of these intangibles will be amortized into income over time — The difference between the purchase price and the fair value of assets and liabilities will be reflected as goodwill. The goodwill will then be allocated to segments and tested for impairment annually • PGAAP will not be finalized until the transaction closes. We preliminarily expect a significant increase in GAAP equity, but final impacts on operating income to be determined. Most intangibles amortization will be reported below the line and not impact operating income Purchase Accounting Overview (PGAAP) 20
of this line 21 Creating the Largest U.S - focused, Integrated Retirement, Asset and Wealth Management Franchise Largest by 2025 Non - GAAP U.S Operating Income ($B) (1) 1. Reflects Adjusted After - tax Operating Income for Corebridge, Equitable and companies without meaningful international operations ; for Athene, reflects Apollo’s Spread Related Earnings Excluding Notable Items; for MetLife, reflects sum of Adjusted Earnin gs of Group Benefits, Retirement and Income Solutions, and MetLife Investment Management segments; for Prudential, reflects adjuste d e arnings for PGIM, U.S. Business and Corporate and Other (tax affected at 21%); for Principal, reflects consolidated earnings excluding the International Pension segment $4.1 $3.6 $3.4 $2.4 $2.2 $1.7 $1.5 $1.5 Equitable + Corebridge MetLife Athene Corebridge Prudential Equitable Lincoln Principal
of this line 22 AllianceBernstein Overview Business Highlights Active Net Flows Private Markets • Leading global active manager with distribution footprint in 21 countries • Capabilities across asset classes including active equity, active fixed income, multi - asset and alts; distribution across retail, institutional and private wealth • Well - positioned in higher value segments with a track record of organic growth and a partnership with Equitable to build higher - fee Private Markets platform $(7.9B) $29.7B $3.1B $26.3B $0.9B $(5.2B) $4.3B $(9.4B) 2018 2019 2020 2021 2022 2023 2024 2025 $15B $82B $90 - 100B 2027E 2025 2017 41% 41% 18% 41% 36% 23% $867B AUM $867B AUM Institutions Equity Private Wealth Alts/MAS Assets Under Management Retail Fixed Income Asset Mix
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