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:

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As previously reported, on March 26, 2026, Equitable Holdings, Inc., a Delaware corporation (the “Company” or “Equitable”), entered into an Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”) with Corebridge Financial, Inc., a Delaware corporation (“Corebridge”), Mountain Holding, Inc., a newly formed Delaware corporation and a wholly-owned subsidiary of Corebridge (“New Equitable”), Palisade Holding, Inc., a newly formed Delaware corporation and a wholly-owned subsidiary of New Equitable (“Corebridge Merger Sub”), and Marcy Holding, Inc., a newly formed Delaware corporation and a wholly-owned subsidiary of New Equitable (“Equitable Merger Sub”), providing for, among other things, on the terms and subject to the conditions therein, (a) the merger of Corebridge Merger Sub with and into Corebridge, with Corebridge surviving such merger as a wholly-owned subsidiary of New Equitable (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 New Equitable (the “Equitable Merger” and, together with the Corebridge Merger, the “Mergers”), and (c) as of the closing of the Mergers, changing the name of New Equitable from “Mountain Holding, Inc.” to “Equitable Holdings, Inc.”

In connection with the Mergers, New Equitable filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 5, 2026, and subsequently amended prior to effectiveness, a Registration Statement on Form S-4 (File No. 333-295565) to register the shares of New Equitable common stock to be issued in connection with the Mergers (as amended, the “Registration Statement”). The Registration Statement includes a joint proxy statement of Equitable and Corebridge that also constitutes a prospectus of New Equitable. The Registration Statement was declared effective by the SEC on June 23, 2026, and the definitive joint proxy statement/prospectus has been mailed to the stockholders of each of Equitable and Corebridge. Equitable is filing this Current Report on Form 8-K to update and supplement the definitive joint proxy statement/prospectus.

Each of Equitable and Corebridge will hold a special meeting of its stockholders on July 30, 2026 in connection with the Mergers, as further described in the definitive joint proxy statement/prospectus.

On July 8, 2026, a purported stockholder of Corebridge filed a complaint against Corebridge and the Corebridge board of directors (the “Johnson Complaint”). The Johnson Complaint, captionedJohnson v. Corebridge Financial, Inc., et al., Index No. 654041/2026 (N.Y. Sup. Ct.), asserts that the definitive joint proxy statement/prospectus omitted material information in violation of New York common law. Also on July 8, 2026, a purported stockholder of Corebridge filed a complaint against Corebridge and the Corebridge board of directors (the “Clark Complaint”). The Clark Complaint, captionedClark v. Corebridge Financial, Inc., et al., Index No. 654070/2026 (N.Y. Sup. Ct.), similarly asserts the definitive joint proxy statement/prospectus omitted material information in violation of New York common law. On July 10, 2026, a purported stockholder of Corebridge filed a complaint against Equitable, New Equitable, Corebridge and the Corebridge board of directors (the “Lacoff Complaint” and, together with the Johnson Complaint and the Clark Complaint, the “Complaints”). The Lacoff Complaint, captionedLacoff v. Bousa, et al., No. SOM-C-012045-26 (N.J. Super. Ct.), asserts the definitive joint proxy statement/prospectus omitted material information in violation of New Jersey common law. The Complaints seek, among other things, injunctions against the stockholder vote and/or the consummation of the Mergers, rescission of the Mergers in the event the Mergers are consummated and/or awarding rescissory damages, an order requiring that corrective disclosures be made, and an award of costs, including reasonable attorneys’ and experts’ fees.

In addition, each of Equitable and Corebridge has received certain ordinary course demand letters from purported stockholders of Equitable and Corebridge, respectively, generally alleging omissions or misstatements in the disclosures in the definitive joint proxy statement/prospectus and requesting that Equitable and Corebridge, respectively, file corrective disclosures prior to the special meetings of Equitable and Corebridge stockholders (the demand letters are collectively referred to as the “Stockholder Letters”).

While Equitable believes that the disclosures in the definitive joint proxy statement/prospectus comply with all applicable laws and denies the allegations in the Complaints and Stockholder Letters described above and believe they are without merit, in order to moot the allegations, and any potential claims, regarding disclosures, avoid nuisance and possible expense and business delays, and provide additional information to its stockholders, Equitable has determined voluntarily to supplement certain disclosures in the definitive joint proxy statement/prospectus related to the Complaints’ and Stockholder Letters’ allegations with the supplemental disclosures set forth below (the “Supplemental Disclosures”). Nothing in the Supplemental Disclosures should be deemed an admission of the legal merit, necessity or materiality under applicable laws of any of the disclosures set forth herein. To the contrary, Equitable specifically denies all allegations in the Complaints and Stockholder Letters that any additional disclosure was or is required or material.

It is possible that additional, similar complaints may be filed, that the complaints described above may be amended or that additional demand letters will be received by Equitable and/or Corebridge. If this occurs, Equitable does not intend to announce the filing or receipt of each additional, similar complaint or demand letter or any amended complaint unless required by law.

The board of directors of Equitable continues to unanimously recommend that Equitable stockholders vote “FOR” the Equitable Merger Agreement Proposal, “FOR” the Equitable Advisory Compensation Proposal, and “FOR” the Equitable Adjournment Proposal, each as defined and described in the definitive joint proxy statement/prospectus.