Equitable Holdings, Inc.

Previous wording

On February 23, 2025, Equitable Financial, as well as Equitable America and Equitable Financial L&A, entered into a Master Transaction Agreement with RGA pursuant to which, at closing and subject to the terms and conditions set forth in such agreement, RGA would enter into reinsurance agreements, as reinsurer, with each such subsidiary, as ceding company, to effect the RGA Reinsurance Transaction. The transaction is expected to reinsure 75% of such ceding companies’ in-force individual life insurance block, and upon closing, generate total value for Holdings of over $2 billion, which includes a positive ceding commission and capital release, and is expected to close in mid-2025, subject to regulatory approval.

Current wording

On July 31, 2025, Equitable Financial, as well as Equitable America and Equitable Financial L&A, completed the master transaction agreement with RGA entered into on February 23, 2025 pursuant to which and subject to the terms and conditions set forth in such agreement, RGA entered into reinsurance agreements, as reinsurer, with each such subsidiary, as ceding company, to effect the RGA Reinsurance Transaction.

Previous wording

Effective January 17, 2025, Equitable Financial novated certain legacy variable annuity policies sold between 2006-2008, comprised of non-New York “Accumulator” policies containing fixed rate Guaranteed Minimum Income Benefit and/or Guaranteed Minimum Death Benefit guarantees reinsured by Venerable under the combined co-insurance and modified coinsurance basis agreement executed on June 1, 2021.

Current wording

Effective January 17, 2025, Equitable Financial novated certain legacy variable annuity policies sold between 2006-2008, comprised of non-New York “Accumulator” policies containing fixed rate Guaranteed Minimum Income Benefit and/or

Previous wording

As a result of the novation of certain Legacy VA policies completed during the first quarter, the Company recorded a loss of $499 million in pre-tax net income and an increase of $263 million in pre-tax AOCI, for a total impact loss of $236 million. The negative net income impact is mostly driven by the reduction of the Purchase MRB asset of $2.0 billion and the reduction of liabilities for MRB of $1.6 billion, offset by a decrease in Deposit accounting liability of $183 million. Purchase MRB asset reduction is larger than the Direct MRB liability reduction is because the Venerable reinsurance assets sit in a collateralized trust and thus materially reduces the non-performance risk. Deposit account liability decreases as novation leads to faster amortization of the liability. The novation impact from the base variable annuity contracts and the contracts in payout status is less material, as the decrease in policyholders’ account balance of $33 million and decrease in Liability for future policyholders’ benefits of $458 million is largely offset by a decrease in Amounts due to reinsurers of $432 million.

Current wording

As a result of the novation of certain Legacy VA policies completed during the first quarter 2025, the Company recorded a loss of $499 million in pre-tax net income and an increase of $263 million in pre-tax AOCI, for a total impact loss of $236 million. The negative net income impact is mostly driven by the reduction of the purchased MRB asset of $2.0 billion and the reduction of Liability for MRBs of $1.6 billion, offset by a decrease in reinsurance deposit liability of $183 million. Purchase MRB asset reduction is larger than the direct MRB liability reduction since the Venerable reinsurance assets sit in a collateralized trust and thus materially reduce the non-performance risk. Deposit account liability decreases as novation leads to faster amortization of the liability. The novation impact from the base contracts and the contracts in payout status is less material, as the decrease in policyholders’ account balance of $33 million and decrease in liability for future policyholders’ benefits of $458 million are largely offset by a decrease in Amounts due to reinsurers of $432 million.

Previous wording

On February 24, 2025, Holdings commenced a cash tender offer (the “Offer”) to purchase up to 46 million AB Holding Units at a price of $38.50 per unit, less any applicable tax withholding, for an aggregate purchase price of $1.8 billion. On April 3, 2025, Holdings purchased 19.7 million AB Holdings Units pursuant to the Offer for an aggregate cost of $758 million. The AB Holdings Units accepted for purchase represent approximately 17.9% of the outstanding units as of March 31, 2025. After giving effect to such purchase, Holdings owns approximately 68.5% of the economic interest in AllianceBernstein L.P., the operating partnership of AB Holding.

Current wording

On February 24, 2025, Holdings commenced the AB Tender Offer to purchase up to 46 million AB Holding Units at a price of $38.50 per unit, less any applicable tax withholding, for an aggregate purchase price of $1.8 billion. On April 3, 2025, Holdings purchased (the “Purchase”) 19.7 million AB Holdings Units pursuant to the AB Tender Offer for an aggregate cost of $758 million. The AB Holdings Units accepted for purchase represent approximately 17.9% of the outstanding units as of March 31, 2025. On July 10, 2025, AB and Holdings entered into an Amended and Restated Master Exchange Agreement to increase the AB Units that remain available for exchange from 4.8 million AB Units to 19.7 million AB Units, and Holdings exchanged 19.7 million AB Holding Units for an equal number of limited partnership interests in ABLP. After giving effect to the exchange Holdings continues to own approximately 68.6% of the economic interest in AB.

Previous wording

In connection with the commencement of the Offer described in the precedent paragraph, Holdings entered into the 364-Day Term Loan Credit Agreement (the “Term Loan Agreement”) with respect to a $500 million senior unsecured delayed-draw term loan (the “Term Loan”). The Term Loan was intended to be used, along with available cash and cash equivalents, to fund the Offer and related fees and expenses. The Term Loan was available to be drawn at any time on or prior to April 24, 2025 and would have matured 364 days from the date of funding. However, on April 15, 2025, Holdings elected not to request any such Term Loan, as it was unnecessary to fund the Offer, and the Term Loan Agreement was terminated effective April 3, 2025.

Current wording

In connection with the commencement of the AB Tender Offer described in the precedent paragraph, Holdings entered into a 364-Day Term Loan Credit Agreement (the “Term Loan Agreement”) with respect to a $500 million senior unsecured delayed-draw term loan (the “Term Loan”). The Term Loan was intended to be used, along with available cash and cash equivalents, to fund the AB Tender Offer and related fees and expenses. The Term Loan was available to be drawn at any time on or prior to April 24, 2025 and would have matured 364 days from the date of funding. However, on April 15, 2025, Holdings elected not to request any such Term Loan, as it was unnecessary to fund the AB Tender Offer, and the Term Loan Agreement was terminated effective April 3, 2025.

Previous wording

A wide variety of factors continue to impact financial and economic conditions. These factors include, among others, uncertainty regarding the federal debt limit, high fuel and energy costs, changes in fiscal or monetary policy and geopolitical tensions. The Russian invasion of the Ukraine, the Israel-Hamas war and broader Middle Eastern hostilities, including with Hezbollah in Lebanon and Iran, and the ensuing conflicts and the sanctions and other measures imposed in response to these conflicts, have significantly contributed to volatility in the financial markets and have increased the level of economic and political uncertainty. Consumer and economic uncertainty due to rapid changes in global trade policies, including announced tariff increases and potential additional tariff increases, are also causing market volatility and heightening concerns regarding inflation. For further information on the risk of increased volatility in the financial markets to our business, see “Risk Factors—Risks Relating to Conditions in the Financial Markets and the Economy—Conditions in the global capital markets and the economyand Equity market declines and volatility” in the Annual Report on Form 10-K for the year ended December 31, 2024.

Current wording

A wide variety of factors continue to impact financial and economic conditions. These factors include, among others, uncertainty regarding the federal debt limit, high fuel and energy costs, changes in fiscal or monetary policy and geopolitical tensions. The Russian invasion of the Ukraine, the Israel-Hamas war and broader Middle Eastern hostilities, including with Hezbollah in Lebanon and Iran, and the ensuing conflicts and the sanctions and other measures imposed in response to these conflicts, have significantly contributed to volatility in the financial markets and have increased the level of economic and political uncertainty. Consumer and economic uncertainty due to rapid changes in global trade policies, including announced tariff increases and potential additional tariff increases, continue to cause market volatility and heighten concerns regarding inflation. For further information on the risk of increased volatility in the financial markets to our business, see “Risk Factors—Risks Relating to Conditions in the Financial Markets and the Economy—Conditions in the global capital markets and the economyand Equity market declines and volatility” in the 2024 Form 10-K.

Previous wording

In related work, the NAIC’s Financial Condition (E) Committee launched a holistic review of the insurance regulatory framework related to insurer investment risk regulation, on which work began in 2023. The primary objective is to highlight areas where the insurance regulatory framework and the SVO can be enhanced to strengthen oversight of insurers’ investments in complex assets. The proposed changes to modernize investment oversight include (i) reducing / eliminating “blind” reliance on credit rating providers while continuing to use them by implementing a due diligence framework that oversees the effectiveness of credit rating providers; and (ii) bolstering the SVO’s risk analysis capabilities by investing in a risk analytics tool and adding specialized personnel.

Current wording

In related work, the NAIC’s Financial Condition (E) Committee launched a holistic review of the insurance regulatory framework related to insurer investment risk regulation, on which work began in 2023. The primary objective is to highlight areas where the insurance regulatory framework and the SVO can be enhanced to strengthen oversight of insurers’ investments in complex assets. The proposed changes to modernize investment oversight include (i) reducing / eliminating “blind” reliance on credit rating providers while continuing to use them by implementing a due diligence framework that oversees the effectiveness of credit rating providers; and (ii) bolstering the SVO’s risk analysis capabilities by investing in a risk analytics tool and adding specialized personnel. In July 2025, the Financial Committee (E) Committee approved the formation of three new working groups to assist with implementing enhancements to the framework for regulating insurer investments.

Previous wording

In February 2025, the NAIC announced the formation of a new Risk-Based Capital Model Governance (EX) Task Force. The purpose of the new task force is to provide executive-level oversight and coordination of the various NAIC groups that are reviewing RBC-related standards. The new task force is also charged with completing a comprehensive gap analysis to identify gaps in the current RBC framework and developing guiding principles for future RBC adjustments.

Current wording

In February 2025, the NAIC announced the formation of a new Risk-Based Capital Model Governance (EX) Task Force. The purpose of the new task force is to provide executive-level oversight and coordination of the various NAIC groups that are reviewing RBC-related standards. The task force is also charged with completing a comprehensive gap analysis by year-end 2025 to identify gaps in the current RBC framework and developing guiding principles for future RBC adjustments. In July 2025, the task force exposed for comment a proposed set of RBC principles with the aim of enhancing RBC precision with respect to asset risk.

Previous wording

In 2023, the SEC adopted rules to require that covered clearing agencies have policies and procedures reasonably designed to require every direct participant of the agency to submit for clearing eligible secondary market transactions in U.S. Treasury securities. Following a February 25, 2025 extension by the SEC, the rule effectively requires such participants to clear eligible cash transactions in U.S. Treasury securities beginning on December 31, 2026, and clear eligible repurchase and reverse repurchase transactions in U.S. Treasury securities beginning on June 30, 2027. As a result, certain transactions between such participants and us will be required to be cleared. The rule’s potential effect on the U.S. Treasury markets is uncertain.

Current wording

In 2023, the SEC adopted rules to require that covered clearing agencies have policies and procedures reasonably designed to require every direct participant of the agency to submit for clearing eligible secondary market transactions in U.S. Treasury securities. Participants must clear eligible cash transactions in U.S. Treasury securities beginning on December 31, 2026, and eligible repurchase and reverse repurchase transactions in U.S. Treasury securities beginning on June 30, 2027. As a result, certain transactions between such participants and us will be required to be cleared. The rule’s potential effect on the U.S. Treasury markets is uncertain.

Previous wording

Non-GAAP Operating Earnings is an after-tax Non-GAAP financial measure used to evaluate our financial performance on a consolidated basis that is determined by making certain adjustments to our consolidated after-tax net income attributable to

Current wording

Non-GAAP Operating Earnings is an after-tax Non-GAAP financial measure used to evaluate our financial performance on a consolidated basis that is determined by making certain adjustments to our consolidated after-tax net income attributable to Holdings. The most significant of such adjustments relates to our derivative positions, which protect economic value and statutory capital, and the variable annuity product MRBs. This is a large source of volatility in net income.

Previous wording

(1)As a result of the novation of certain Legacy VA policies completed during the first quarter, the Company recorded a loss of $499 million in pre-tax net income and an increase of $263 million in pre-tax AOCI, for a total impact loss of $236 million.

Current wording

(1)As a result of the novation of certain Legacy VA policies completed during the first quarter of 2025, the Company recorded a loss of $499 million in pre-tax net income and an increase of $263 million in pre-tax AOCI, for a total impact loss of $236 million for the six months ended June 30, 2025.

Previous wording

(2)Includes a loss of $165 million on Non-VA derivatives for the three months ended March 31, 2025 and includes certain gross legal expenses related to the COI litigation of $106 million for the three months ended 2024.

Current wording

(2)Includes a gain of $198 million and $33 million on Non-VA derivatives for the three and six months ended June 30, 2025, respectively. Also includes $14 million of expense related to a disputed billing practice of an AB third-party service provider for the three and six months ended June 30, 2025, respectively, and certain gross legal expenses related to the COI litigation of $106 million for the six months ended June 30, 2024.

Previous wording

(2)Includes a loss of $0.53 on Non-VA derivatives for the three months ended March 31, 2025 and includes certain gross legal expenses related to the COI litigation of $0.32 for the three months ended 2024.

Current wording

(2)Includes a gain of $0.65 and $0.11 on Non-VA derivatives for the three and six months ended June 30, 2025, respectively. Also includes $0.05 of expense related to a disputed billing practice of an AB third-party service provider for the three and six months ended June 30, 2025, respectively, and certain gross legal expenses related to the COI litigation of $0.32 for the six months ended June 30, 2024.

Previous wording

•Fee-type revenue increased by $13 million mainly due to higher average Separate Account values.

Current wording

•Compensation, benefits, interest and other operating expenses increased by $13 million mainly due to higher base compensation in our Asset Management segment.

Previous wording

•Net investment income increased by $71 million mainly due to higher average asset balances, partially offset by lower investment yields.

Current wording

•Net income attributable to noncontrolling interest decreased by $71 million mainly due to lower pre-tax earnings and an increase in average economic ownership of AB.

Previous wording

Net income attributable to Holdings decreased $29 million to $63 million during the three months ended March 31, 2025 from $92 million in the three months ended March 31, 2024. The following were notable changes in net income (loss):

Current wording

Net income attributable to Holdings decreased $806 million to a net loss of $286 million during the six months ended June 30, 2025 from $520 million income in the six months ended June 30, 2024. The following were notable changes in net income (loss):

Previous wording

•Change in market risk benefits and purchased market risk benefits increased by $1.8 billion mainly due to a decrease in interest rates in the first quarter 2025 compared to an increase in the first quarter 2024, further driven by unfavorable equity market movements in the first quarter 2025 compared to favorable equity market movements in the first quarter 2024.

Current wording

•Change in market risk benefits and purchased market risk benefits increased by $1.3 billion mainly due to a decrease in interest rates in the first six months of 2025 compared to an increase in interest rates in the first six months of 2024, further driven by less favorable equity market movements in the first six months of 2025 compared to the first six months of 2024.

Previous wording

•Compensation, benefits, interest and other operating expenses increased by $377 million mainly due to Venerable novation loss.

Current wording

•Compensation, benefits, interest and other operating expenses increased by $390 million mainly due to the Venerable novation loss.

Previous wording

•Commissions and distribution-related payments increased by $64 million mainly due to higher payments to financial intermediaries for the distribution of AB mutual funds resulting from higher average AUM in our Asset Management segment and higher asset-based commissions and sales volumes in our Individual Retirement segment.

Current wording

•Commissions and distribution-related payments increased by $89 million mainly due to higher asset-based commissions and sales volumes in our Individual Retirement segment and higher payments to financial intermediaries for the distribution of AB mutual funds resulting from higher average AUM in our Asset Management segment.

Previous wording

•Amortization of DAC increased by $16 million mainly due to growth in our Individual Retirement segment from sales momentum.

Current wording

•Amortization of DAC increased by $40 million mainly due to growth in our Individual Retirement segment from sales momentum.

Previous wording

•Net derivative gains were $799 million for the three months ended March 31, 2025 compared to losses of $1.4 billion for the first three months of the prior year primarily driven by lower equity market depreciation during 2025 compared to higher equity market appreciation during 2024.

Current wording

•Net derivative losses decreased $1.0 billion primarily driven by lower equity market appreciation during the first six months of 2025 compared to the first six months of 2024.

Previous wording

Non-GAAP Operating Earnings decreased by $56 million to $421 million for the three months ended March 31, 2025 from $477 million in the three months ended March 31, 2024. The following were notable changes in Non-GAAP Operating Earnings:

Current wording

Non-GAAP Operating Earnings decreased by $199 million to $773 million for the six months ended June 30, 2025 from $972 million in the six months ended June 30, 2024. The following were notable changes in Non-GAAP Operating Earnings:

Previous wording

•Commissions and distribution-related payments increased by $64 million mainly due to higher payments to financial intermediaries for the distribution of AB mutual funds resulting from higher average AUM in our Asset Management segment and higher asset-based commissions and sales volumes in our Individual Retirement segment.

Current wording

•Commissions and distribution-related payments increased by $89 million mainly due to higher asset-based commissions and sales volumes in our Individual Retirement segment and higher payments to financial intermediaries for the distribution of AB mutual funds resulting from higher average AUM in our Asset Management segment.

Previous wording

•Fee-type revenue increased by $65 million mainly driven by higher advisory fee type revenue attributed to higher average asset balances combined with increased distribution fees from higher retirement sales in our Wealth Management segment, and higher average Separate Account values from market appreciation.

Current wording

•Fee-type revenue increased by $82 million mainly driven by higher advisory fee type revenue attributed to higher average asset balances combined with increased distribution fees from higher retirement sales in our Asset Management and Wealth Management segments, and higher average Separate Account values from market appreciation in our Group Retirement segment.

Previous wording

•Compensation, benefits, interest expense and other operating costs decreased by $31 million mainly due to lower base compensation and other expenses driven by the sale of BRS, lower interest expense from lower weighted average borrowings, and lower office related expenses, partially offset by the recognition of a $21 million incentive grant gain in the prior year related to AB headquarters relocation to Nashville in our Asset Management segment.

Current wording

•Compensation, benefits, interest expense and other operating costs decreased by $27 million mainly due to lower base compensation and expenses driven by the sale of BRS, and lower office related expenses, partially offset by the recognition of a $21 million incentive grant gain in the prior year related to AB headquarters relocation to Nashville in our Asset Management segment, and higher variable compensation in our Wealth Management segment.

Previous wording

•Income tax expense decreased by $8 million mainly driven by lower pre-tax earnings in 2025.

Current wording

•Income tax expense decreased by $35 million mainly driven by lower pre-tax earnings in 2025.

Previous wording

•Policyholders’ benefits increased by $15 million mainly due to growth in the payout business.

Current wording

•Policyholders’ benefits increased by $13 million mainly due to growth in the payout business, offset by higher premiums.

Previous wording

•The decline in AV of $0.9 billion in the three months ended March 31, 2025 was driven by a decrease in investment performance as a result of market depreciation and change in fair value of embedded derivative instruments of $(2.3) billion in the three months ended March 31, 2025, partially offset by net inflows of $1.4 billion.

Current wording

•The increase in AV of $8.0 billion in the six months ended June 30, 2025 was driven by an increase in investment performance as a result of market depreciation and change in fair value of embedded derivative instruments of $4.9 billion in the six months ended June 30, 2025 and net inflows of $3.1 billion.

Previous wording

•Net inflows of $1.4 billion were $0.2 billion lower than in the three months ended March 31, 2024, mainly driven by higher outflows in the three months ended March 31, 2025.

Current wording

•Net inflows of $3.1 billion were $0.4 billion lower than in the six months ended June 30, 2024, mainly driven by higher outflows in the six months ended June 30, 2025.

Previous wording

•Fee-type revenue increased by $15 million primarily due to higher average Separate Account values from market appreciation.

Current wording

•Fee-type revenue increased by $26 million primarily due to higher average Separate Account values from market appreciation.

Previous wording

•Interest credited to policyholders’ account balances increased by $11 million mainly due to higher average account balances in institutional markets (offset in Net investment income).

Current wording

•Interest credited to policyholders’ account balances increased by $23 million mainly due to higher average account balances in institutional markets (offset in Net investment income).

Previous wording

•Compensation, benefits and other operating costs and expenses increased by $7 million mainly due to higher corporate support functions expense.

Current wording

•Compensation, benefits and other operating costs and expenses increased by $10 million mainly due to higher corporate support functions expense and higher capitalization in 2024.

Previous wording

•The decrease in AV of $0.7 billion in the three months ended March 31, 2025 was primarily driven by equity market depreciation, partially offset by net inflows of $192 million.

Current wording

•The increase in AV of $2.2 billion in the six months ended June 30, 2025 was primarily driven by equity market appreciation and net inflows of $409 million.

Previous wording

•Net inflows of $192 million for the three months ended March 31, 2025 improved by $324 million compared to the three months ended March 31, 2024, mainly driven by large institutional lump sum premiums and higher flows in the tax-exempt market partially offset by lower flows in the corporate market.

Current wording

•Net inflows of $409 million for the six months ended June 30, 2025 improved by $133 million compared to the six months ended June 30, 2024, mainly driven by large institutional lump sum premiums and higher flows in the tax-exempt and corporate markets, partially offset by lower flows in other markets.

Previous wording

The Asset Management segment provides diversified investment management and related services to a broad range of clients around the world. Operating earnings (loss), net of tax, presented here represents our average economic interest in AB of approximately 62% and 61% during the three months ended March 31, 2025 and 2024.

Current wording

The Asset Management segment provides diversified investment management and related services to a broad range of clients around the world. Operating earnings (loss), net of tax, presented here represents our average economic interest in AB of approximately 69%, 65%, 61% and 61% during the three and six months ended June 30, 2025 and 2024, respectively. The increase in economic interest was due to the purchase of AB Holding Units relating to the AB Tender Offer completed on April 3, 2025.

Previous wording

•Amortization of DAC increased by $15 million mainly due to growth in the business from sales momentum.

Current wording

•Net investment income increased by $15 million mainly due to higher gains from seed capital investments (partially offset by Net derivative losses).

Previous wording

•Compensation, benefits, interest expense and other operating costs decreased by $58 million mainly due to lower base compensation and other expenses driven by the sale of BRS, lower interest expense from lower weighted average borrowings, and lower office related expenses, partially offset by the recognition of a $21 million incentive grant gain in the prior year related to AB headquarters relocation to Nashville.

Current wording

•Compensation, benefits, interest expense and other operating costs decreased by $57 million mainly due to lower base compensation and other expenses driven by the sale of BRS, lower interest expense from lower weighted average borrowings, and lower office related expenses, partially offset by the recognition of a $21 million incentive grant gain in the prior year related to AB headquarters relocation to Nashville.

Previous wording

•Fee-type revenue increased by $8 million primarily due to higher investment base advisory fees and higher distribution revenue from higher average AUM, higher performance based fees, partially offset by lower revenue from BRS due to the sale of this business completed during April 2024.

Current wording

•Fee-type revenue increased by $46 million primarily due to higher investment base advisory fees and higher distribution revenue from higher average AUM, partially offset by lower revenue from BRS due to the sale of this business completed during April 2024.

Previous wording

•Total AUM as of March 31, 2025 was $784.5 billion, down $(7.7) billion, or (1.0)%, compared to December 31, 2024. The decrease is primarily the result of market depreciation of ($10.1) billion, partially offset by net inflows of $2.4 billion. Market depreciation of $(10.1) billion is attributed to Retail of $(11.1) billion and Private Wealth of $(0.6) billion, partially offset by Institutions of $1.6 billion. Net inflows were driven by Retail net inflows of $0.9 billion, Private Wealth net inflows of $0.8 billion and Institutions net inflows of $0.7 billion.

Current wording

•Total AUM as of June 30, 2025 was $829.1 billion, up $36.9 billion, or 4.7%, compared to December 31, 2024. The increase is primarily the result of market appreciation of $41.2 billion, partially offset by net outflows of $4.3 billion. Market depreciation of $41.2 billion is attributed to Institutions of $19.0 billion, Retail of $14.4 billion and Private Wealth of $7.8 billion. Net outflows were driven by Retail net outflows of $3.9 billion and Institutions net outflows of $0.8 billion, partially offset by Private Wealth net inflows of $0.4 billion.

Previous wording

•Income tax benefit was $3 million for three months ended March 31, 2025 compared to an income tax expense of $7 million for the three months ended March 31, 2024 primarily due to the change in pre-tax earnings.

Current wording

•Income tax benefits was $11 million for the three months ended June 30, 2025 compared to income tax expense of $12 million for the three months ended June 30, 2024 primarily due to the change in pre-tax earnings.