Equitable Holdings, Inc.

Current report

Item 1A. Risk Factors

Previous report

The completion of the Proposed Transaction is subject to a number of conditions, including stockholder approvals, and, if these conditions are not satisfied or waived, the Proposed Transaction may not be completed within the expected timeframe or at all.

Previous report

The completion of the Proposed Transaction is subject to the satisfaction or waiver of certain conditions, including: (a) the approval of the Merger Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Corebridge common stock entitled to vote thereon at the Corebridge special meeting; (b) the approval of the Merger Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Equitable common stock entitled to vote thereon at the Equitable special meeting; (c) the approval for listing on the NYSE, subject to official notice of issuance, of shares of Corebridge HoldCo common stock, Series 1-A Corebridge HoldCo preferred stock and Series 1-C Corebridge HoldCo preferred stock issuable in accordance with the Merger Agreement; (d) the receipt of requisite regulatory approvals or clearances, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, approvals from insurance regulators in Arizona, Colorado, Missouri, New York, Texas and Vermont, and approvals of certain other domestic and foreign regulators; (e) the absence of governmental restraints or prohibitions preventing the consummation of the Proposed Transaction; (f) the SEC having declared the registration statement on Form S-4 with respect to the stock consideration being issued in the Proposed Transaction effective under the Securities Act, and the absence of any stop order or proceeding by the SEC suspending such effectiveness, unless subsequently withdrawn; (g) the receipt by each party of a tax opinion, in form and substance reasonably satisfactory to such party, providing that the Proposed Transaction will qualify as a transaction described in Section 351 of the Internal Revenue Code; and (h) the consent of our clients representing 75% of our annualized investment advisory, investment management, subadvisory and other similar recurring fees as of February 28, 2026 to the “assignment” (as defined in the Investment Advisers Act of 1940) of their advisory contracts.

Previous report

The obligation of each of us and Corebridge to consummate the Proposed Transaction is also conditioned on, among other things, (x) the truth and correctness of the representations and warranties made by the other party as of the closing date (subject to certain “materiality” and “material adverse effect” qualifiers), (y) each of us, Corebridge HoldCo, Corebridge Merger Sub and Equitable Merger Sub having performed or complied in all material respects with the obligations required to be performed or complied with by it under the Merger Agreement at or prior to the Closing and (z) no “material adverse effect” having occurred with respect to either us or Corebridge that is continuing.

Previous report

There can be no assurance that the conditions to the completion of the Proposed Transaction will be satisfied or waived on a timely basis or at all. In addition, no assurance can be given as to the terms, conditions and timing of any approvals or clearances. Any delay in completing the Proposed Transaction could cause us not to realize, or to be delayed in realizing, some or all of the benefits that we expect to achieve in the Proposed Transaction. If the conditions to the completion of the Proposed Transaction are not satisfied or waived, the Proposed Transaction may not be completed within the expected timeframe or at all.

Previous report

While the Proposed Transaction is pending, we will be subject to business uncertainties.

Previous report

The Proposed Transaction will happen only if the stated conditions are satisfied or waived, including, among others, the approval of the Proposed Transaction by the affirmative vote of the holders of a majority of the outstanding shares of Corebridge common stock entitled to vote thereon at the Corebridge special meeting and the approval of the Proposed

Previous report

Transaction by the affirmative vote of the holders of a majority of the outstanding shares of Equitable common stock entitled to vote thereon at the Equitable special meeting.

Previous report

Many of the conditions are outside our control, and both we and Corebridge have certain rights to terminate the Merger Agreement. Uncertainty regarding the outcome of the Proposed Transaction or our prospects could disrupt our business relationships with our customers, distributors, vendors, landlords and other strategic or business partners, who may attempt to negotiate changes to existing business relationships, consider entering into business relationships with parties other than us or seek to delay or defer entering into contracts or other commercial arrangements with us, which could have a material adverse effect on our business, results of operations and financial condition, regardless of whether the Proposed Transaction is ultimately completed. Such uncertainty could also adversely affect our ability to recruit and retain key personnel and other employees.

Previous report

The Merger Agreement also contains pre-closing covenants that require us to conduct our business in all material respects in the ordinary course of business, and restricts what we can do prior to completion of the Proposed Transaction, including, during the pendency of the Proposed Transaction, our ability to pursue strategic transactions, undertake certain significant financing transactions and other actions, even if such actions would prove beneficial and may cause us to forgo certain opportunities we might otherwise pursue.

Previous report

We have expended, and continue to expend, significant management time and resources in an effort to complete the Proposed Transaction, which may have a negative impact on our ongoing business and operations.

Previous report

Litigation filed in connection with the Proposed Transaction could prevent or delay the consummation of the Proposed Transaction or result in the payment of damages following completion of the Proposed Transaction.

Previous report

Lawsuits in connection with the Proposed Transaction may be filed against us, Corebridge, any other party and each party’s respective directors and officers, which could prevent or delay the consummation of the Proposed Transaction, divert management’s attention and resources, and result in additional costs to us. The ultimate resolution of any lawsuits is uncertain, and an adverse ruling in any such lawsuit may cause the Proposed Transaction to be delayed or not to be completed, which could cause us not to realize some or all of the anticipated benefits of the Proposed Transaction. The defense or settlement of any lawsuit or claim that remains unresolved at the time the Proposed Transaction are consummated may adversely affect Corebridge HoldCo’s business, results of operations, financial condition and cash flows.

Previous report

Failure to complete the Proposed Transaction could adversely affect us, including in the event we are required to pay a termination fee.

Previous report

We may terminate the Merger Agreement under specified circumstances, including, among others, if the Proposed Transaction is not completed by December 26, 2026 (subject to two automatic three-month extensions in certain circumstances, pursuant to the terms of the Merger Agreement). In addition, the Merger Agreement provides for the payment by Corebridge to us, or vice versa, of a termination fee of $475,000,000 under specified circumstances.

Previous report

If we are required to pay the termination fee, we may be required to use cash that would have otherwise been available for general corporate purposes or other uses, which may materially and adversely affect our business, results of operations and financial condition.

Previous report

If the Proposed Transaction is not completed for any reason, our ongoing business may be adversely affected and will be subject to certain risks, including, among others, the following:

Previous report

•the market price of our common stock (which may reflect a market assumption that the Proposed Transaction will be completed) may decline, or we may experience other negative reactions from the financial markets;

Previous report

•we will have incurred, and may continue to incur, significant expenses for professional services and other transaction costs in connection with the Proposed Transaction for which we will have received little or no benefit if the Proposed Transaction are not completed;

Previous report

•we may experience negative reactions from our business partners, regulators and employees;

Previous report

•failure to complete the Proposed Transaction may result in negative publicity or result in a negative impression of us in the investment community and with policyholders and other stakeholders; and

Previous report

•matters relating to the Proposed Transaction require substantial commitments of time and resources by our management, which would otherwise have been devoted to day-to-day operations and other opportunities that may have been beneficial to us as an independent company.

Previous report

The following table provides information about purchases by Holdings during the three months ended March 31, 2026, of its common stock:

Previous report

See Note 13 to the Notes to Consolidated Financial Statements for ASR transaction detail during the three months ended March 31, 2026.

Previous report

None.

Previous report

Not applicable.