Equitable Holdings, Inc.

Previous 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.

Current wording

On July 31, 2025, Equitable Financial, as well as Equitable America and Equitable Financial L&A (each a “Ceding Company” and, collectively, the “Ceding Companies”), 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 Ceding Company, to effect the RGA Reinsurance Transaction.

Previous wording

At the closing of the transaction, (i) each of Equitable Financial and Equitable America entered into a separate coinsurance and modified coinsurance agreement with RGA and (ii) Equitable Financial L&A entered into a coinsurance agreement with RGA, each with an effective date of April 1, 2025, pursuant to which each ceding company ceded to RGA a 75% quota share of such ceding company’s in-force individual life insurance block. At the closing of the transaction, assets supporting the general account liabilities relating to the reinsured contracts were deposited into a trust account for the benefit of Equitable Financial and a trust account for the benefit of Equitable America and Equitable Financial L&A, which assets will secure RGA’s obligations to each ceding company under the applicable reinsurance agreement. Equitable Financial and Equitable America reinsured the applicable separate accounts relating to the applicable 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. Each ceding company will continue to administer the applicable reinsured contracts.

Current wording

At the closing of the transaction, (i) each of Equitable Financial and Equitable America entered into a separate coinsurance and modified coinsurance agreement with RGA and (ii) Equitable Financial L&A entered into a coinsurance agreement with RGA, each with an effective date of April 1, 2025, pursuant to which each ceding company ceded to RGA a 75% quota share of such ceding company’s in-force individual life insurance block and Closed Block. At the closing of the transaction, assets supporting the general account liabilities relating to the reinsured contracts were deposited into a trust account for the benefit of Equitable Financial and a trust account for the benefit of Equitable America and Equitable Financial L&A, which assets will secure RGA’s obligations to each ceding company under the applicable reinsurance agreement. Equitable Financial and Equitable America reinsured the applicable separate accounts relating to the applicable 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. Each ceding company will continue to administer the applicable reinsured contracts.

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

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 Guaranteed Minimum Death Benefit guarantees reinsured by Venerable under the combined co-insurance and modified coinsurance basis agreement executed on June 1, 2021.

Previous 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.

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. Purchased 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 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.

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 Holding Units pursuant to the AB Tender Offer for an aggregate cost of $758 million. The AB Holding 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. The exchange had no effect on Holdings’ economic interest in AB.

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, 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.

Current wording

That said, a wide variety of factors continue to cause market volatility and heighten concerns regarding inflation. These factors include, among others, uncertainty regarding the federal debt limit, decreased discretionary consumer spending, increased tariffs and other trade restrictions and barriers, interest rate changes, high fuel and energy costs, ongoing economic disruption, the possibility of an economic recession, and other macroeconomic factors, geopolitical events and uncertainty, including the effects of the U.S. federal government shutdown, the Ukraine-Russia conflict and conflict in the Middle East. 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

The NAIC is evaluating the risks associated with insurers’ investments in certain categories of structured securities, including CLOs. In 2023, the NAIC approved interim rules that raise capital requirements for holdings of CLO and other asset-backed security residual interests. Effective January 1, 2024, the NAIC adopted an amendment to the Purposes and Procedures Manual of the NAIC Investment Analysis Office (the “Purposes and Procedures Manual”) to give the NAIC’s Structured Securities Group, housed within the NAIC’s Securities Valuation Office (the “SVO”), responsibility for modeling CLO securities and evaluating tranche level losses across all debt and equity tranches under a series of calibrated and weighted collateral stress scenarios in order to assign NAIC Designations. Under the amended Purposes and Procedures Manual, CLO investments will no longer be broadly exempt from filing with the SVO based on ratings from credit rating providers. The NAIC’s goal is to ensure that the weighted average RBC factor for owning all tranches of a CLO more closely aligns with what would be required for directly owning all of the underlying loan collateral, in order to avoid RBC arbitrage. The Purposes and Procedures Manual requires insurers to begin reporting the financially modeled NAIC Designations for CLOs with their year-end 2025 financial statement. The NAIC is collaborating with interested parties to refine the process for modeling CLO investments.

Current wording

The NAIC is evaluating the risks associated with insurers’ investments in certain categories of structured securities, including CLOs. In 2023, the NAIC approved interim rules that raise capital requirements for holdings of CLO and other asset-backed security residual interests. Effective January 1, 2024, the NAIC adopted an amendment to the Purposes and Procedures Manual of the NAIC Investment Analysis Office (the “Purposes and Procedures Manual”) to give the NAIC’s Structured Securities Group (“SSG”), housed within the NAIC’s Securities Valuation Office (the “SVO”), responsibility for modeling CLO securities and evaluating tranche level losses across all debt and equity tranches under a series of calibrated and weighted collateral stress scenarios in order to assign NAIC Designations. Under the amended Purposes and Procedures Manual, CLO investments will no longer be broadly exempt from filing with the SVO based on ratings from credit rating providers. The NAIC’s goal is to ensure that the weighted average RBC factor for owning all tranches of a CLO more closely aligns with what would be required for directly owning all of the underlying loan collateral, in order to avoid RBC arbitrage. The Purposes and Procedures Manual requires insurers to begin reporting the financially modeled NAIC Designations for CLOs with their year-end 2025 financial statements, although the NAIC is considering delaying this to year-end 2026. The NAIC is collaborating with interested parties to refine the process for modeling CLO investments.

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. 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.

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 enhance the insurance regulatory framework in order to strengthen oversight of insurers’ investments. 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 Condition (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 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.

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 to identify gaps in the current RBC framework and developing guiding principles for future RBC adjustments. In September 2025, the task force exposed for comment an updated proposed set of RBC principles with the aim of enhancing RBC precision with respect to asset risk.

Previous wording

In July 2025, the NAIC’s Life Insurance and Annuities (A) Committee adopted an actuarial guideline that subjects certain post January 1, 2016 offshore reinsurance transactions to enhanced asset adequacy testing. The guideline requires asset adequacy testing for long-duration insurance business that relies heavily on asset returns (i.e., “asset-intensive reinsurance transactions”) within the scope of the guideline that either meet certain size-based thresholds or result in significant reinsurance collectability risk (as determined by the cedent’s appointed actuary). Such asset adequacy testing would be performed using a cash flow testing methodology. The actuarial guideline requires disclosure by the ceding insurer, meaning that it will not require that additional reserves be posted at the reinsurer level (although the ceding insurer may decide to post reserves). It is important to note that domestic regulators will continue to have the authority to take action on known issues, or issues that may become known as part of such new reporting, and may require additional analysis or reserves following such disclosure. The Company is preparing to comply with this new guideline, for which reporting will be required with respect to reserves reported as of December 31, 2025 in an insurer’s annual statement, assuming that the guideline is finally adopted by the NAIC’s Executive (EX) Committee and Plenary in 2025.

Current wording

In August 2025, the NAIC adopted an actuarial guideline (“AG 55”) developed by the Life Actuarial (A) Task Force (“LATF”) that subjects certain post January 1, 2016 offshore reinsurance transactions to enhanced asset adequacy testing. The guideline requires asset adequacy testing for long-duration insurance business that relies heavily on asset returns (i.e., “asset-intensive reinsurance transactions”) within the scope of the guideline that either meet certain size-based thresholds or result in significant reinsurance collectability risk (as determined by the cedent’s appointed actuary). Such asset adequacy testing would be performed using a cash flow testing methodology. The actuarial guideline requires disclosure by the ceding insurer, meaning that it will not require that additional reserves be posted at the reinsurer level (although the ceding insurer may decide to post reserves). It is important to note that domestic regulators will continue to have the authority to take action on known issues, or issues that may become known as part of such new reporting, and may require additional analysis or reserves following such disclosure. The Company is preparing to comply with this new guideline, for which reporting will be required with respect to reserves reported as of December 31, 2025 in an insurer’s annual statement. In October 2025, LATF exposed for comment a revised filing template intended to assist ceding insurers in complying with AG 55.

Previous wording

In 2023, the U.S. Department of Labor (the “DOL”) proposed a regulation to change the definition of “fiduciary” for purposes of the Employee Retirement Income Security Act of 1974 (“ERISA”) and parallel provisions of the Internal Revenue Code of 1986, as amended (the “Code”), when a financial professional, including an insurance producer, provides investment advice, and proposed amendments to various existing prohibited transaction exemptions (“PTEs”), including PTE 84-14 that financial professionals rely on when they make investment recommendations to retirement investors. On April 23, 2024, the DOL finalized and published this new definition of “fiduciary” for purposes of ERISA and parallel provisions of the Code and finalized and published amendments to these PTEs (the new definition and the PTE amendments collectively, the “Final Rule”).

Current wording

On April 23, 2024, the U.S. Department of Labor (the “DOL”) issued a regulation that changed the definition of “fiduciary” for purposes of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and parallel provisions of the Internal Revenue Code of 1986, as amended (the “Code”), when a financial professional, including an insurance producer, provides investment advice to investors that are subject to ERISA or to Section 4975 of the Code. Simultaneously, the DOL issued amendments to various existing prohibited transaction exemptions (“PTEs”), including PTE 84-14, that financial professionals rely on when they make investment recommendations to such retirement investors (the new definition of “fiduciary” and the PTE amendments collectively, the “DOL Rule”).

Previous wording

Various industry groups brought litigation against the DOL seeking a variety of remedies for the Final Rule. On July 25, 2024, the U.S. District Court for the Eastern District of Texas (the “E.D. Tex.”) issued a stay of the effective date of portions of the Final Rule. On July 26, 2024, the U.S. District Court for the Northern District of Texas (the “N.D. Tex.”) issued a stay of the effective date of the Final Rule as a whole. As a result of these court opinions, it is uncertain whether the Final Rule will become effective. The DOL appealed the stays issued in these cases to the U.S. Court of Appeals for the Fifth Circuit, but in early 2025, the court granted the DOL’s motion to pause proceedings while it reviews its posture on these cases. While this litigation proceeds, we are evaluating the potential impact of the Final Rule on our business, particularly as it pertains to the sale of insurance products to retirement investors.

Current wording

Various industry groups brought litigation against the DOL seeking to overturn the DOL Rule. On July 25, 2024, the U.S. District Court for the Eastern District of Texas issued a stay of the effective date of portions of the DOL Rule. On July 26, 2024, the U.S. District Court for the Northern District of Texas issued a stay of the effective date of the DOL Rule as a whole. The DOL initially appealed the stays issued in these cases to the U.S. Court of Appeals for the Fifth Circuit, but in early 2025, the court granted the DOL’s motion to pause proceedings while it reviews its posture on these cases. The DOL has since indicated that it intends to review and re-issue, likely in revised form, the DOL Rule.

Previous wording

During the third quarter of each year, we conduct our annual review of the assumptions underlying the valuation of DAC, deferred sales inducement assets, unearned revenue liabilities, liabilities for future policyholder benefits and MRBs for our Individual Retirement, Group Retirement, Protection Solutions, and Legacy segments (assumption reviews are not relevant for the Asset Management and Wealth Management segments). Assumptions are based on a combination of Company experience, industry experience, management actions and expert judgement and reflect our best estimate as of the date of the applicable financial statements.

Current wording

During the third quarter of each year, we conduct our annual review of the assumptions underlying the valuation of DAC, deferred sales inducement assets, unearned revenue liabilities, liabilities for future policyholder benefits and MRBs for our Retirement business and blocks of policies reported in Corporate and Other. (assumption reviews are not relevant for the Asset Management and Wealth Management segments). Assumptions are based on a combination of Company experience, industry experience, management actions and expert judgment and reflect our best estimate as of the date of the applicable financial statements.

Previous wording

We also discuss certain operating measures, including AUM, AUA, AV, Protection Solutions reserves and certain other operating measures, which management believes provide useful information about our businesses and the operational factors underlying our financial performance.

Current wording

We also discuss certain operating measures, including AUM, AUA, AV, policy reserves and certain other operating measures, which management believes provide useful information about our businesses and the operational factors underlying our financial performance.

Previous 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.

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 nine months ended September 30, 2025.

Previous 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.

Current wording

(3)Includes a gain of $223 million and $256 million on Non-VA derivatives for the three and nine months ended September 30, 2025, respectively. Also includes $(8) million and $6 million of expense related to a disputed billing practice of an AB third-party service provider for the three and nine months ended September 30, 2025, respectively and certain gross legal expenses related to the COI litigation of $106 million for the nine months ended September 30, 2024.

Previous 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 $1.63 for the six months ended June 30, 2025.

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 $1.65 for the nine months ended September 30, 2025.

Previous 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.

Current wording

(3)Includes a gain of $0.77 and $0.87 on Non-VA derivatives for the three and nine months ended September 30, 2025, respectively. Also includes $(0.03) and $0.02 of expense related to a disputed billing practice of an AB third-party service provider for the three and nine months ended September 30, 2025, respectively and certain gross legal expenses related to the COI litigation of $0.32 for the nine months ended September 30, 2024.

Previous wording

AUM means investment assets that are managed by one of our subsidiaries and includes: (i) assets managed by AB; (ii) the assets in our General Account investment portfolio; and (iii) the Separate Accounts assets of our Individual Retirement, Group Retirement and Protection Solutions businesses. Total AUM reflects exclusions between segments to avoid double counting.

Current wording

AUM means investment assets that are managed by one of our subsidiaries and includes: (i) assets managed by AB; (ii) the assets in our General Account investment portfolio; and (iii) the Separate Accounts assets of our annuity and life insurance policies. Total AUM reflects exclusions between segments to avoid double counting.

Previous wording

Protection Solutions Reserves equals the aggregate value of policyholders’ account balances and future policy benefits for policies in our Protection Solutions segment.

Current wording

Life Reserves equals the aggregate value of policyholders’ account balances and future policy benefits for policies in Corporate and Other.

Previous wording

Net income attributable to Holdings decreased $777 million to a net loss of $349 million for the three months ended June 30, 2025 from $428 million net income in the three months ended June 30, 2024. The following notable items were the primary drivers for the change in net income (loss):

Current wording

Net income attributable to Holdings decreased $1.2 billion to a net loss of $1.3 billion for the three months ended September 30, 2025 from a net loss of $132 million in the three months ended September 30, 2024. The following notable items were the primary drivers for the change in net income (loss):

Previous wording

•Net derivative losses increased by $1.2 billion mainly due to higher equity market appreciation during the second quarter 2025 compared to the second quarter 2024.

Current wording

•Net derivative losses increased by $403 million mainly due to higher equity market appreciation during the third quarter 2025 compared to the third quarter 2024.

Previous wording

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

Current wording

•Compensation, benefits, interest and other operating expenses increased by $147 million mainly due to a fair value adjustment of the contingent payment liability recorded in the third quarter 2024 in our Asset Management segment.

Previous wording

•Fee-type revenue decreased by $112 million mainly due to the gain on sale of AB’s Bernstein Research Service in 2024, partially offset by higher investment base advisory fees and distribution revenue from higher average AUM in our Asset Management segment.

Current wording

•Fee-type revenue decreased by $131 million mainly due to the reinsurance transaction with RGA, partially offset by higher investment base advisory fees and distribution revenue from higher average AUM in our Asset Management segment.

Previous wording

•Commissions and distribution-related payments increased by $25 million mainly due to higher asset-based commissions and sales volume in our Individual Retirement segment and higher payments for the distribution of AB mutual funds resulting from higher average AUM in our Asset Management segment.

Current wording

•Commissions and distribution-related payments increased by $52 million mainly due to higher distribution and advisory fee type revenue from higher retirement sales and average asset balances in our Wealth Management segment, higher asset-based commissions and sales volume in our Retirement segment and higher payments for the distribution of AB mutual funds resulting from higher average AUM in our Asset Management segment.

Previous wording

•Change in market risk benefits and purchased market risk benefits decreased by $474 million mainly due to more favorable equity market movements during the second quarter 2025 compared to the second quarter 2024. This was partially offset by less favorable interest rate movements during the second quarter 2025 compared to the second quarter 2024.

Current wording

•Change in market risk benefits and purchased market risk benefits decreased by $450 million mainly due to more favorable interest rate movements during the third quarter 2025 compared to the third quarter 2024.

Previous wording

Non-GAAP Operating Earnings decreased by $143 million to $352 million for the three months ended June 30, 2025 from $495 million in the three months ended June 30, 2024. The following notable items were the primary drivers for the change in Non-GAAP Operating Earnings:

Current wording

Non-GAAP Operating Earnings decreased by $62 million to $455 million for the three months ended September 30, 2025 from $517 million in the three months ended September 30, 2024. The following notable items were the primary drivers for the change in Non-GAAP Operating Earnings:

Previous wording

•Commissions and distribution-related payments increased by $25 million mainly due to higher asset-based commissions and sales volume in our Individual Retirement segment and higher payments for the distribution of AB mutual funds resulting from higher average AUM in our Asset Management segment.

Current wording

•Commissions and distribution-related payments increased by $52 million mainly due to higher distribution and advisory fee type revenue from higher retirement sales and average asset balances in our Wealth Management segment, higher asset-based commissions and sales volume in our Retirement segment and higher payments for the distribution of AB mutual funds resulting from higher average AUM in our Asset Management segment.

Previous wording

•Net investment income increased by $126 million mainly due to higher average asset balances, partially offset by lower investment yields.

Current wording

•Net investment income increased by $94 million mainly due to higher average asset balances, partially offset by the reinsurance transaction with RGA.

Previous 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):

Current wording

Net income attributable to Holdings decreased $2.0 billion to a net loss of $1.6 billion during the nine months ended September 30, 2025 from $388 million of net income in the nine months ended September 30, 2024. The following were notable changes in net income (loss):

Previous wording

•Investment losses increased by $55 million mainly due to fixed maturity sales and mortgage valuation losses.

Current wording

•Investment losses increased by $1.2 billion primarily due to the assets transferred related to the reinsurance transaction with RGA, as well as fixed maturity sales and mortgage valuation losses.

Previous 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.

Current wording

•Change in market risk benefits and purchased market risk benefits increased by $836 million mainly due to a decrease in interest rates in the first nine months of 2025 compared to a moderate increase in interest rates in the first nine months of 2024, further driven by less favorable equity market movements in the first nine months of 2025 compared to the first nine months of 2024.

Previous wording

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

Current wording

•Compensation, benefits, interest and other operating expenses increased by $537 million mainly due to the Venerable novation loss and a fair value adjustment of the contingent payment liability recorded in the third quarter 2024 in our Asset Management segment.

Previous 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.

Current wording

•Commissions and distribution-related payments increased by $141 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 Retirement segment.

Previous wording

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

Current wording

•Amortization of DAC increased by $59 million mainly due to growth in our Retirement segment from sales momentum.

Previous 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.

Current wording

•Net derivative losses decreased $606 million primarily driven by lower equity market appreciation during the first nine months of 2025 compared to the first nine months of 2024.

Previous wording

•Income tax benefit was $56 million for the first six months of 2025 compared to income tax expense of $140 million for the first six months of 2024 mainly due to a pre-tax loss in the first six months of 2025 compared to pre-tax income in the first six months of 2024.

Current wording

•Income tax benefit was $189 million for the first nine months of 2025 compared to income tax expense of $101 million for the first nine months of 2024. This was primarily due to a pre-tax loss in the first nine months of 2025 compared to pre-tax income in the first nine months of 2024, partially offset by an increase in the valuation allowance of $180 million for the nine months ended 2025.

Previous 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:

Current wording

Non-GAAP Operating Earnings decreased by $261 million to $1.2 billion for the nine months ended September 30, 2025 from $1.5 billion in the nine months ended September 30, 2024. The following were notable changes in Non-GAAP Operating Earnings:

Previous 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.

Current wording

•Commissions and distribution-related payments increased by $141 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 Retirement segment.

Previous wording

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

Current wording

•Amortization of DAC increased by $59 million mainly due to growth in our Retirement segment from sales momentum.