Corebridge Financial, Inc. 8-K

What Happened
Corebridge Financial, Inc. and Equitable Holdings, Inc. announced on March 26, 2026 that they entered into a definitive Agreement and Plan of Merger to combine in an all‑stock transaction. The deal creates a newly formed HoldCo (to be renamed “Equitable Holdings, Inc.” at closing) and will be implemented by two sequential mergers: Corebridge Merger Sub into Corebridge, then Equitable Merger Sub into Equitable. The transaction has been unanimously approved by both companies’ boards and will be completed only after shareholder, regulatory and other customary conditions are met.

Key Details

• Exchange ratios and ownership: Each share of Corebridge common stock converts into 1.0 share of HoldCo common stock; each share of Equitable common stock converts into 1.55516 shares of HoldCo common stock. Pro forma ownership at closing: ~51% Corebridge stockholders / ~49% Equitable stockholders.
• Preferred stock treatment: Existing preferreds will convert into newly created HoldCo preferred series with substantially identical rights (Corebridge Preferred → Series 2; Equitable Series A → Series 1‑A; Series C → Series 1‑C).
• Closing conditions include: shareholder approvals of each company, NYSE listing approval, required regulatory approvals (including HSR and insurance regulators in AZ, CO, MO, NY and TX), an effective Form S‑4 registration statement, a tax opinion (Section 351), and consent of Equitable clients representing 75% of its recurring advisory fees.
• Governance & HQ: HoldCo Board will have 14 directors (7 designated by each company). Mark Pearson (current Equitable CEO) will be Executive Chair; Marc Costantini (current Corebridge CEO) will be President & CEO; Alan Colberg (current Corebridge Chair) will be Lead Independent Director. Headquarters will be in Houston, Texas.
• Timing, termination and fees: Outside Date is Dec. 26, 2026 (with two automatic three‑month extensions for regulatory delay in certain circumstances). Reciprocal termination fees of $475 million apply under specified deal‑break scenarios.
• Compensation and equity awards: Outstanding Corebridge and Equitable equity awards will convert into HoldCo awards with adjustment; performance awards will convert based on the greater of target or actual performance and vest only for continued service through the third anniversary of the grant date.
• Dividends: Ordinary‑course dividends will continue through closing (examples: Corebridge common $0.25/quarter; Equitable common up to $0.30/quarter; stated preferred dividend amounts continue subject to coordination).

Why It Matters
This filing formally announces a major all‑stock combination between two large insurance/financial services companies that will create a unified parent (HoldCo) with shared governance and a specified ownership split. For investors, the filing explains how shares and preferred instruments will convert, the board and executive leadership plan, continued ordinary dividends through closing, and the significant regulatory, shareholder and client approvals required before the deal can close. The agreement also includes substantial reciprocal termination fees and customary conditions that could delay or prevent closing. Corebridge and Equitable will file a Form S‑4 (including a joint proxy/prospectus) with more detail and will seek stockholder votes before the transaction can be completed.