8-K Reports
Equitable Holdings, Inc.
CIK

1333986

Accepted

Feb 24, 2025, 11:23 AM

Accession

0001193125-25-032709

1.01 Entry into a Material Definitive Agreement
7.01 Regulation FD Disclosure
9.01 Financial Statements and Exhibits
Items (3)

Item 1.01 Entry Into a Material Definitive Agreement On February 23, 2025, subsidiaries of Equitable Holdings, Inc., a Delaware corporation (the “ Company”), Equitable Financial Life Insurance Company, a New York-domiciled insurance company (“ EFLIC”), Equitable Financial Life Insurance Company of America, an Arizona-domiciledinsurance company (“ EFLOA”), and Equitable Financial Life and Annuity Company, a Colorado-domiciled insurance company (“ EFLA” and, together with EFLIC and EFLOA, the “ Ceding Companies” and each, a “ Ceding Company”), entered into a Master Transaction Agreement (the “ Agreement”) with RGA Reinsurance Company, a Missouri-domiciled insurance company (“ Reinsurer”), pursuant to which, among other things, at the closing of the transactions contemplated thereby, (i) Reinsurer and EFLIC and EFLOA will enter into a separate coinsurance and modified coinsurance agreement and Reinsurer and (ii) EFLA will enter into a coinsurance agreement (each, a “ Reinsurance Agreement” and, together, the “ Reinsurance Agreements”), pursuant to which each Ceding Company will cede to the Reinsurer a 75% quota share of such Ceding Company’s in-forceindividual life insurance block (the “ Reinsured Contracts”). Each Ceding Company will cede their respective general account liabilities on a coinsurance basis and their respective separate account liabilities, if any, on a modified coinsurance basis. Reinsurer will deposit assets supporting the general account liabilities relating to the Reinsured Contracts into separate trust accounts for the benefit of each Ceding Company, which assets will secure its obligations to each Ceding Company under the applicable Reinsurance Agreement. Each Ceding Company will reinsure the separate accounts relating to the Reinsured Contracts on a modified coinsurance basis. In addition, the investment of assets in each trust account will be subject to investment guidelines and certain capital adequacy related triggers will require enhanced funding. The Reinsurance Agreements also contain additional counterparty risk management and mitigation provisions. As consideration for the transaction, the Company, through the Ceding Companies, expects to receive over $2 billion of value, which includes a positive ceding commission and release of capital. Under the terms of the Agreement, within three months of the closing of the transactions, AllianceBernstein L. P., an affiliate of the Company (“ AB”), is expected to enter into an investment advisory agreement with Reinsurer, with specific terms to be agreed between the date hereof and the closing of the transactions, pursuant to which AB will manage certain assets to be specified representing approximately 70% of assets supporting the reserves associated with the ceded policies under the Reinsurance Agreements for, subject to certain provisions, a minimum of twenty-five years. Each Ceding Company will continue to administer the Reinsured Contracts. The Agreement contains customary representations and warranties as well as covenants by each of the parties. The representations and warranties in the Agreement are the product of negotiation among the parties to the Agreement and are for the sole benefit of such parties. Any inaccuracies of such representations and warranties are subject to waiver by such parties in accordance with the Agreement without notice or liability to any other person. In some instances, the representations and warranties in the Agreement may represent an allocation among the parties of risk associated with particular matters, and the assertions embodied in those representations and warranties are qualified by information disclosed by one party to the other in connection with the execution of the Agreement. Consequently, persons other than the parties to the Agreement may not rely upon the representations and warranties in the Agreement as characterizations of actual facts or circumstances as of the date of the Agreement or as of any other date. Each of the Ceding Companies and Reinsurer has agreed to indemnify the other party and their respective affiliates with respect to certain losses arising out of or resulting from breaches of its representations, warranties and covenants, as well as for certain other matters. The transaction is expected to close in mid-2025. The consummation of the closing under the Agreement is subject to the satisfaction or waiver of customary closing conditions specified in the Agreement, including, among other things, (i) the receipt of required regulatory approvals, without imposing a burdensome condition, and (ii) absence of a material adverse effect on Reinsurer (in the case of the Ceding Companies) or the Reinsured Contracts (in the case of Reinsurer), subject to certain exceptions and qualifications.

Item 7.01 Regulation FD Disclosure On February 24, 2025, the Company issued a press release announcing entry into the Agreement and the transactions contemplated thereby. Additional details about this transaction can be found in such press release issued by the Company on February 24, 2025 and furnished as Exhibit 99.1 to this Form 8-K. The Company will also host a conference call at 8:00 a. m. ET on Monday, February 24, 2025 to discuss the transaction. The conference call webcast, along with a presentation with additional information on the transaction, will be accessible on the Company’s Investor Relations website at ir. equitableholdings. com, with such presentation furnished as Exhibit 99.2 to this Form8-K. As provided in General Instruction B.2 of Form 8-K, theinformation and exhibits provided pursuant to this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits