Equitable Holdings, Inc.

(Former name or address, if changed since last report)

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Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company☐

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On April 8, 2026, Equitable Holdings, Inc., a Delaware corporation (“Equitable”), entered into a Voting and Support Agreement (the “Voting and Support Agreement”) with Nippon Life Insurance Company, a mutual company (sougogaisha) organized under the laws of Japan (“Nippon Life”), and Corebridge Financial, Inc., a Delaware corporation (“Corebridge”) in connection with the previously announced Agreement and Plan of Merger (the “Merger Agreement”), dated as of March 26, 2026, by and among Equitable, Corebridge, Mountain Holding, Inc., a newly formed Delaware corporation and wholly-owned subsidiary of Corebridge (“HoldCo”), Palisade Holding, Inc., a newly formed Delaware corporation and a wholly-owned subsidiary of HoldCo, and Marcy Holding, Inc., a newly formed Delaware corporation and a wholly-owned subsidiary of HoldCo.

The Voting and Support Agreement requires that Nippon Life, subject to certain limited qualifications, vote Covered Stock in favor of, and take certain other actions (or not take certain other actions, as applicable) in furtherance of, the transactions contemplated by the Merger Agreement. As used herein, Covered Stock means the number of shares of Corebridge common stock, par value $0.01 per share, that Nippon Life (a) owns of record and/or beneficially (within the meaning of Rule 13d-3 under the Exchange Act of 1934) on the record date of the Corebridge special stockholder meeting at which the transactions contemplated by the Merger Agreement will be considered and (b) has the right and ability to vote (or to direct the vote of) on the Covered Proposals (as defined in the Voting and Support Agreement) on the record date of such Corebridge special stockholder meeting. Nippon Life has also agreed in the Voting and Support Agreement not to transfer any Covered Stock prior to the approval of the Merger Agreement by Corebridge stockholders, subject to certain exceptions.

The Voting and Support Agreement contains a covenant that obligates Nippon Life to use its reasonable best efforts to obtain regulatory and governmental approvals in furtherance of the transactions contemplated by the Merger Agreement. In connection therewith, Nippon Life is obligated to keep Equitable and Corebridge apprised of any substantive communication with regulators and the status of such regulatory and governmental approvals.

In addition, the Voting and Support Agreement provides that, at the closing of the transactions contemplated by the Merger Agreement, HoldCo and Nippon Life will enter into (a) a Stockholder’s Agreement (the “New Stockholder’s Agreement”) and (b) a Registration Rights Agreement (the “New Registration Rights Agreement”), in each case, substantially in the form attached to the Voting and Support Agreement. Upon the entry into such agreements (as applicable), the Stockholder’s Agreement, dated as of December 9, 2024, by and between Nippon Life and Corebridge (the “Existing Stockholder’s Agreement”) will automatically terminate (in accordance with its terms) and the Registration Rights Assignment Agreement, dated as of December 9, 2024, by and between Nippon Life, Corebridge and the other parties thereto (the “Existing Registration Rights Agreement”) will automatically terminate (in accordance with its terms). The terms and conditions of the New Stockholder’s Agreement and the New Registration Rights Agreement are substantially similar to the terms of the Existing Stockholder’s Agreement and the Existing Registration Rights Agreement, respectively.

The Voting and Support Agreement will terminate upon the earlier of the closing of the transactions contemplated by the Merger Agreement, the termination of the Merger Agreement in accordance with its terms and certain other specified events.

The foregoing description of the Voting and Support Agreement is qualified in its entirety by the full text of the Voting and Support Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.