American National Group Inc

We describe certain factors that may affect our business or operations under "Risk Factors" in Part I, Item 1A, of our 2023 Annual Report on Form 10-K, as modified by the following. Risk Factor numbers A-1 through A-6 and 20 are deleted. The following risk factor is added:

The Company recently completed its Merger with Brookfield Reinsurance and its Post-Effective Merger with ANAT. The Company could experience challenges or unanticipated costs in integrating its operations with those of ANAT which could adversely affect our results of operations and financial condition.

On July 4, 2023, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Brookfield Reinsurance Ltd. (“Brookfield Reinsurance”), Arches Merger Sub, Inc. (“Merger Sub”), a wholly owned subsidiary of Brookfield Reinsurance, and solely for the purposes set forth in the Merger Agreement, Brookfield Asset Management Ltd. (“BAM”), pursuant to which Merger Sub will merge with and into the Company (the “Merger”) with the Company surviving the Merger and becoming a wholly-owned subsidiary of Brookfield Reinsurance. The Merger closed on May 2, 2024.

On May 7, 2024, the Company entered into an Agreement and Plan of Merger with American National Group, LLC (“ANAT”), a Delaware limited liability company and a wholly-owned indirect subsidiary of Parent, pursuant to which, among other things, (i) ANAT merged with and into the Company (the “Post-Effective Merger”), with the Company surviving in the Post-Effective Merger and (ii) the Company becoming the successor issuer of ANAT’s preferred shares designated as “Preferred Stock, Series C”. Following the Post-Effective Merger, the Company discontinued its existence as an Iowa Corporation as provided under the Iowa Business Corporation Act (the “IBCA”), including Section 931 of the IBCA, and pursuant to the General Corporation Law of the State of Delaware (the “DGCL”), including Section 388 of the DGCL, continued its existence as a corporation incorporated in the State of Delaware (the “Reincorporation”). In connection with the Reincorporation, the Company changed its name from American Equity Investment Life Holding Company to American National Group Inc.

American National Group Inc.could experience challenges in successfully integrating the American Equity Life Investment Holding Company operations with those of ANAT, particularly in harmonizing operational processes, technology platforms, and corporate cultures. The complexity inherent in integrating our operations with those of ANAT could distract management and impact operational efficiency and could adversely affect American National Group Inc.'s results of operations and financial condition.