Equitable Holdings, Inc. 8-K

What Happened
Equitable Holdings, Inc. (Equitable) and Corebridge Financial, Inc. (Corebridge) signed an Agreement and Plan of Merger on March 26, 2026 to combine in an all‑stock transaction through a newly formed holding company (HoldCo). At Closing HoldCo will be renamed “Equitable Holdings, Inc.” and current Equitable stockholders are expected to own ~49% of HoldCo and current Corebridge stockholders ~51%. Key terms include an exchange ratio of 1.55516 HoldCo common shares for each share of Equitable common stock and 1.000 HoldCo common share for each share of Corebridge common stock; certain preferred shares will convert into new HoldCo preferred series. The transaction has unanimous board approval from both companies and the HoldCo headquarters will be in Houston, Texas.

Key Details

• Exchange ratios and ownership: Equitable common → 1.55516 HoldCo shares; Corebridge common → 1.000 HoldCo share; resulting ownership ≈ 49% Equitable / 51% Corebridge.
• Termination fees: each party may owe a $475,000,000 breakup/termination fee in specified circumstances.
• Approvals & conditions: transaction requires shareholder approvals, regulatory clearances (including HSR and insurance regulators in AZ, CO, MO, NY, TX), SEC registration (Form S‑4) and client consents representing 75% of Equitable’s recurring advisory fees.
• Governance and leadership: a 14‑member HoldCo board (7 designated by each company); Mark Pearson (current Equitable CEO) to be Executive Chair, Marc Costantini (current Corebridge CEO) to be President & CEO, and Alan Colberg to be Lead Independent Director. HoldCo will list common and preferred stock on the NYSE.

Why It Matters
This is a transformational, all‑stock merger that will create a combined company controlled roughly equally by the two legacy shareholder groups and led by senior leaders from both firms. For Equitable and Corebridge investors, the deal changes ownership and governance, converts existing common and preferred shares into HoldCo securities at specified ratios, and converts outstanding equity awards into HoldCo awards with modified vesting for performance grants. Completion depends on multiple approvals and conditions (including regulatory and client consents), so the transaction is not certain and could be delayed or terminated—potentially triggering large termination fees. Equitable and Corebridge will file a joint Form S‑4 and mail a proxy/prospectus with full details before stockholder votes.