8-K Reports
Equitable Holdings, Inc.
CIK

1333986

Accepted

Mar 26, 2026, 10:10 AM

Accession

0000950142-26-000871

1.01 Entry into a Material Definitive Agreement
8.01 Other Events
9.01 Financial Statements and Exhibits
Items (3)

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. 2 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

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)