{"url_path":"/sec/eqh/8-k/2026-07-21/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 **","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-21","source_url":"https://www.sec.gov/Archives/edgar/data/1333986/0000950142-26-002136-index.html","accession_number":"0000950142-26-002136","cik":"0001333986","ticker":"EQH","issuer_name":"Equitable Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1333986/0000950142-26-002136-index.html","primary_entity_key":"0001333986","primary_entity_name":"Equitable Holdings, Inc."},"word_count":4597,"has_tables":true,"body_markdown":"**Item 8.01**\n**Other Events.**\n\n \n\nAs previously reported, on March 26, 2026, Equitable\nHoldings, Inc., a Delaware corporation (the “Company” or “Equitable”), entered into an Agreement and Plan of Merger\n(as it may be amended from time to time, the “Merger Agreement”) with Corebridge Financial, Inc., a Delaware corporation (“Corebridge”),\nMountain Holding, Inc., a newly formed Delaware corporation and a wholly-owned subsidiary of Corebridge (“New Equitable”),\nPalisade Holding, Inc., a newly formed Delaware corporation and a wholly-owned subsidiary of New Equitable (“Corebridge Merger Sub”),\nand Marcy Holding, Inc., a newly formed Delaware corporation and a wholly-owned subsidiary of New Equitable (“Equitable Merger Sub”),\nproviding for, among other things, on the terms and subject to the conditions therein, (a) the merger of Corebridge Merger Sub with and\ninto Corebridge, with Corebridge surviving such merger as a wholly-owned subsidiary of New Equitable (the “Corebridge Merger”),\n(b) immediately following the consummation of the Corebridge Merger, Equitable Merger Sub merging with and into Equitable, with Equitable\nsurviving such merger as a wholly-owned subsidiary of New Equitable (the “Equitable Merger” and, together with the Corebridge\nMerger, the “Mergers”), and (c) as of the closing of the Mergers, changing the name of New Equitable from “Mountain\nHolding, Inc.” to “Equitable Holdings, Inc.”\n\n \n\nIn connection with the Mergers, New Equitable filed\nwith the U.S. Securities and Exchange Commission (the “SEC”) on May 5, 2026, and subsequently amended prior to effectiveness,\na Registration Statement on Form S-4 (File No. 333-295565) to register the shares of New Equitable common stock to be issued in connection\nwith the Mergers (as amended, the “Registration Statement”). The Registration Statement includes a joint proxy statement of\nEquitable and Corebridge that also constitutes a prospectus of New Equitable. The Registration Statement was declared effective by the\nSEC on June 23, 2026, and the definitive joint proxy statement/prospectus has been mailed to the stockholders of each of Equitable and\nCorebridge. Equitable is filing this Current Report on Form 8-K to update and supplement the definitive joint proxy statement/prospectus.\n\n \n\nEach of Equitable and Corebridge will hold a special\nmeeting of its stockholders on July 30, 2026 in connection with the Mergers, as further described in the definitive joint proxy statement/prospectus.\n\n \n\nOn July 8, 2026, a purported stockholder of Corebridge\nfiled a complaint against Corebridge and the Corebridge board of directors (the “Johnson Complaint”). The Johnson Complaint,\ncaptioned *Johnson v. Corebridge Financial, Inc., et al.*, Index No. 654041/2026 (N.Y. Sup. Ct.), asserts that the definitive joint\nproxy statement/prospectus omitted material information in violation of New York common law. Also on July 8, 2026, a purported stockholder\nof Corebridge filed a complaint against Corebridge and the Corebridge board of directors (the “Clark Complaint”). The Clark\nComplaint, captioned *Clark v. Corebridge Financial, Inc., et al.*, Index No. 654070/2026 (N.Y. Sup. Ct.), similarly asserts the\ndefinitive joint proxy statement/prospectus omitted material information in violation of New York common law. On July 10, 2026, a purported\nstockholder of Corebridge filed a complaint against Equitable, New Equitable, Corebridge and the Corebridge board of directors (the “Lacoff\nComplaint” and, together with the Johnson Complaint and the Clark Complaint, the “Complaints”). The Lacoff Complaint,\ncaptioned *Lacoff v. Bousa, et al.*, No. SOM-C-012045-26 (N.J. Super. Ct.), asserts the definitive joint proxy statement/prospectus\nomitted material information in violation of New Jersey common law. The Complaints seek, among other things, injunctions against the stockholder\nvote and/or the consummation of the Mergers, rescission of the Mergers in the event the Mergers are consummated and/or awarding rescissory\ndamages, an order requiring that corrective disclosures be made, and an award of costs, including reasonable attorneys’ and experts’\nfees.\n\n \n\nIn addition, each of Equitable and Corebridge has\nreceived certain ordinary course demand letters from purported stockholders of Equitable and Corebridge, respectively, generally alleging\nomissions or misstatements in the disclosures in the definitive joint proxy statement/prospectus and requesting that Equitable and Corebridge,\nrespectively, file corrective disclosures prior to the special meetings of Equitable and Corebridge stockholders (the demand letters\nare collectively referred to as the “Stockholder Letters”).\n\n 2 \n\n \n\n \n\nWhile Equitable believes that the disclosures in the\ndefinitive joint proxy statement/prospectus comply with all applicable laws and denies the allegations in the Complaints and Stockholder\nLetters described above and believe they are without merit, in order to moot the allegations, and any potential claims, regarding disclosures,\navoid nuisance and possible expense and business delays, and provide additional information to its stockholders, Equitable has determined\nvoluntarily to supplement certain disclosures in the definitive joint proxy statement/prospectus related to the Complaints’ and\nStockholder Letters’ allegations with the supplemental disclosures set forth below (the “Supplemental Disclosures”).\nNothing in the Supplemental Disclosures should be deemed an admission of the legal merit, necessity or materiality under applicable laws\nof any of the disclosures set forth herein. To the contrary, Equitable specifically denies all allegations in the Complaints and Stockholder\nLetters that any additional disclosure was or is required or material.\n\n \n\nIt is possible that additional, similar complaints\nmay be filed, that the complaints described above may be amended or that additional demand letters will be received by Equitable\nand/or Corebridge. If this occurs, Equitable does not intend to announce the filing or receipt of each additional, similar complaint\nor demand letter or any amended complaint unless required by law.\n\n \n\n**The board of directors of Equitable continues to\nunanimously recommend that Equitable stockholders vote “FOR” the Equitable Merger Agreement Proposal, “FOR” the\nEquitable Advisory Compensation Proposal, and “FOR” the Equitable Adjournment Proposal, each as defined and described in the\ndefinitive joint proxy statement/prospectus.**\n\n \n\n** **\n\n**SUPPLEMENTAL DISCLOSURES**\n\n \n\nThe Supplemental Disclosures should be read in conjunction\nwith the definitive joint proxy statement/prospectus, which should be read in its entirety. Defined terms used in the Supplemental Disclosures\nthat are not defined herein have the meanings set forth in the definitive joint proxy statement/prospectus. All page references in the\nSupplemental Disclosures are to pages in the definitive joint proxy statement/prospectus. Paragraph references in the Supplemental Disclosures\nrefer to paragraphs in the definitive joint proxy statement/prospectus before any additions or deletions resulting from the Supplemental\nDisclosures. The information herein speaks only as of July 21, 2026, unless (and then only to the extent) the information indicates another\ndate applies. For clarity, new text within restated portions of the definitive joint proxy statement/prospectus is indicated by **bold\ntypeface and underlining**, and deleted passages are indicated by **bold\nstrikethrough text**.\n\n \n\n1.The disclosure in the section of the definitive joint proxy statement/prospectus\nentitled “*Summary”* is amended by adding a full paragraph on page 41 after the section entitled “*Summary—The\nNew Nippon Life Registration Rights Agreement”* to read in its entirety as follows:\n\n** **\n\n**The New Blackstone Stockholders Agreement**\n\n** **\n\n**New\nEquitable intends to enter into a new stockholders agreement with Argon Holdco LLC, a subsidiary of Blackstone, Inc. (the “New Blackstone\nStockholders Agreement”), pursuant to which, among other things, (a) Blackstone will be entitled to appoint one director to the\nNew Equitable board of directors, (b) Blackstone’s consent will be required for certain fundamental actions of New Equitable, (c)\nBlackstone will agree to certain customary “standstill” provisions in respect of New Equitable for a limited period of time\nand (d) Blackstone will receive certain information rights from New Equitable. The terms and conditions of the New Blackstone**\n\n 3 \n\n \n\n**Stockholders Agreement are\nintended to be substantially similar to the terms and conditions of the existing Stockholders Agreement, dated as of November 2, 2021,\namong Argon Holdco LLC, Corebridge and American International Group, Inc.**\n\n \n\n2.The disclosure in the section of the definitive joint proxy statement/prospectus\nentitled “*The Mergers—Background of the Mergers”* is amended by modifying the fourth full paragraph on page 90\nto read in its entirety as follows:\n\nOn February\n24, 2026, Mr. Costantini and Mr. Pearson further discussed governance terms, including that (i) the combined company would be led by Mr.\nCostantini as Chief Executive Officer and Mr. Pearson as Executive Chair, with Messrs. Pearson and Costantini to further discuss the details\nof their respective roles, (ii) the combined company board of directors would have 14 directors, with an equal number of directors from\neach of Corebridge and Equitable, (iii) the board of directors of the combined company would include a four-person executive committee\ncomprised of two directors designated by each of Corebridge and Equitable, (iv) Mr. Raju and Mr. Hurd would serve as Chief Financial Officer\nand Chief Operating Officer, respectively, of the combined company, (v) Ms. Polly Klane, General Counsel and Chief Legal Officer of Corebridge,\nwould serve as the General Counsel and Chief Legal Officer of the combined company and (vi) approaches to AllianceBernstein governance\nand ensuring that AllianceBernstein would benefit and grow as a result of the potential merger. **Throughout their discussions, the\nparties did not discuss the terms or conditions of employment, compensation or incentive pay of any of Corebridge’s or Equitable’s\nexecutive officers, including those who are anticipated to serve as executive officers of New Equitable after the Mergers, and, as of\nthe date hereof, no new agreements, arrangements or understandings regarding such terms and conditions have been negotiated or entered\ninto (see the sections of this joint proxy statement/prospectus titled “The Mergers—Interests of Corebridge Directors and\nExecutive Officers in the Mergers—New Equitable Employment Agreements” and “The Mergers—Interests of Equitable\nDirectors and Executive Officers in the Mergers—New Equitable Employment Agreements” beginning on pages 141 and 149, respectively).**\n\n** **\n\n3.The disclosure in the section of the definitive joint proxy statement/prospectus\nentitled “*The Mergers—Background of the Mergers”* is amended by modifying the eighth full paragraph on page 94\nto read in its entirety as follows:\n\nOn March\n21, 2026, Mr. Costantini provided the Corebridge board of directors with a summary and update of the March 20, 2026 discussions with Mr.\nPearson, and Mr. Pearson provided the Equitable board of directors with a summary and update of such discussions. **Throughout discussions,\nMessrs. Colberg and Costantini had an ongoing dialogue with Ms. Klane regarding governance matters, and Mr. Pearson and Ms. Lamm-Tennant\nsimilarly maintained an ongoing dialogue with Mr. Meyers on the topic.**\n\n4.The disclosure in the section of the definitive joint proxy statement/prospectus entitled “*The\nMergers—Opinion of Corebridge’s Financial Advisor—Dividend Discount Analysis—Corebridge Dividend Discount Analysis*”\nis amended by modifying the fourth full paragraph on page 115 to read in its entirety as follows:\n\nMorgan Stanley\nbased its analysis on a range of terminal forward multiples of 4.5x to 6.5x (determined by Morgan Stanley in its professional judgment\ntaking into account forward multiples for\n\n 4 \n\n \n\nCorebridge and the Corebridge Selected\nCompanies), to the terminal year 2030 estimated forward earnings and a range of discount rates of 11.4% to 13.4% (determined using the\ncapital asset pricing model **taking into account, among other things, a risk free rate, a market risk premium and a U.S. predicted\nbeta,** and based on considerations Morgan Stanley deemed relevant in its professional judgment). Utilizing the foregoing range\nof discount rates and terminal value multiples, Morgan Stanley derived a range of implied present values per share of Corebridge Common\nStock (rounded to the nearest $0.05) of $28.25 to $38.45.\n\n \n\n5.The disclosure in the section of the definitive joint proxy statement/prospectus entitled “*The\nMergers—Opinion of Corebridge’s Financial Advisor—Dividend Discount Analysis—Equitable Dividend Discount Analysis*”\nis amended by modifying the seventh full paragraph on page 115 to read in its entirety as follows:\n\nMorgan Stanley\nbased its analysis on a range of terminal forward multiples of 5.0x to 7.0x (determined by Morgan Stanley in its professional judgment\ntaking into account forward multiples for Equitable and the Equitable Selected Companies) to the terminal year 2030 estimated forward\nearnings and a range of discount rates of 11.1% to 13.1% (determined using the capital asset pricing model **taking into account,\namong other things, a risk free rate, a market risk premium and a U.S. predicted beta,** and based on considerations Morgan Stanley\ndeemed relevant in its professional judgment). Utilizing the foregoing range of discount rates and terminal value multiples, Morgan Stanley\nderived a range of implied present values per share of Equitable Common Stock (rounded to the nearest $0.05) of $46.30 to $61.65.\n\n \n\n6.The disclosure in the section of the definitive joint proxy statement/prospectus entitled “*The\nMergers—Opinion of Corebridge’s Financial Advisor—Illustrative Potential Value Creation Analysis*” is amended\nby modifying the fourth full paragraph on page 116 to read in its entirety as follows:\n\nMorgan Stanley\nreviewed the illustrative potential pro forma* *value accretion to holders of Corebridge Common Stock by aggregating (i) the\nfully diluted market capitalization of Corebridge Common Stock **of approximately $10.9 billion** and the fully diluted market\ncapitalization of Equitable Common Stock **of approximately $10.9 billion**, in each case, as of March 23, 2026, and (ii) the\ncapitalized value of announced run-rate expense synergies and additional potential expense, revenue and tax synergies, and discounted\nvalue of one-time capital and reserve release synergies, in each case, based on estimates provided by Corebridge management,\nto derive an aggregate implied pro forma equity value of New Equitable. Morgan Stanley then considered the 51% ownership of holders of\nCorebridge Common Stock in New Equitable based upon the Corebridge Exchange Ratio and Equitable Exchange Ratio. This analysis indicated\nthat the Mergers would be double-digit value accretive to holders of Corebridge Common Stock.\n\n \n\n7.The disclosure in the section of the definitive joint proxy statement/prospectus entitled “*The\nMergers—Opinion of Equitable’s Financial Advisor—Illustrative Dividend Discount Analysis —Equitable Stand-Alone*”\nis amended by modifying the second full paragraph on page 122 to read in its entirety as follows:\n\nUsing discount\nrates ranging from 11.4% to 12.6%, reflecting estimates of the cost of equity for Equitable, Goldman Sachs derived a range of illustrative\nequity values for Equitable by discounting to present value as of December 31, 2025 (i) the implied distributions to Equitable stockholders\nover the period beginning January 1, 2026 through December 31, 2029, calculated using the Equitable Approved Projections and (ii) a range\nof illustrative terminal values for Equitable as of December 31, 2029, calculated by applying illustrative next twelve months (“NTM”)\nprice to earnings (“P/E”)\n\n 5 \n\n \n\nmultiples ranging from 5.00x to\n7.25x to an estimate of Equitable’s terminal year net income for the year ended December 31, 2030, **of\napproximately $2,701 million,** as reflected in the Equitable Approved Projections. Goldman Sachs derived the range of discount\nrates by application of the Capital Asset Pricing Model (“CAPM”), which requires certain company-specific inputs, including\na beta for the applicable company, as well as certain financial metrics for the United States financial markets generally. To derive illustrative\nterminal values for Equitable, Goldman Sachs applied illustrative NTM P/E multiples based on its professional judgment and experience,\ntaking into account historical NTM P/E multiples for Equitable.\n\n \n\n8.The disclosure in the section of the definitive joint proxy statement/prospectus entitled “*The\nMergers—Opinion of Equitable’s Financial Advisor—Illustrative Dividend Discount Analysis —Equitable Stand-Alone*”\nis amended by modifying the third full paragraph on page 122 to read in its entirety as follows:\n\nGoldman Sachs\ndivided the range of illustrative equity values it derived for Equitable by the total number of fully diluted shares outstanding of Equitable\nCommon Stock **of approximately 285 million** as provided by Equitable management to derive illustrative present values per\nshare of Equitable Common Stock ranging from $45.91 to $61.43.\n\n \n\n9.The disclosure in the section of the definitive joint proxy statement/prospectus entitled “*The\nMergers—Opinion of Equitable’s Financial Advisor—Illustrative Dividend Discount Analysis —Corebridge Stand-Alone*”\nis amended by modifying the fifth full paragraph on page 122 to read in its entirety as follows:\n\nUsing discount\nrates ranging from 10.8% to 13.2%, reflecting estimates of the cost of equity for Corebridge, Goldman Sachs derived a range of illustrative\nequity values for Corebridge by discounting to present value as of December 31, 2025 (i) the implied distributions to Corebridge stockholders\nover the period beginning January 1, 2026 through December 31, 2029, calculated using the Equitable Approved Projections and (ii) a range\nof illustrative terminal values for Corebridge as of December 31, 2029, calculated by applying illustrative NTM P/E multiples ranging\nfrom 4.50x to 6.75x to an estimate of Corebridge’s terminal year net income for the year ended December 31, 2030 **of approximately\n$3,031 million**, as reflected in the Equitable Approved Projections. Goldman Sachs derived the range of discount rates by application\nof the CAPM. To derive illustrative terminal values for Corebridge, Goldman Sachs applied illustrative NTM P/E multiples based on its\nprofessional judgment and experience, taking into account historical NTM P/E multiples for Corebridge.\n\n \n\n10.The disclosure in the section of the definitive joint proxy statement/prospectus entitled “*The\nMergers—Opinion of Equitable’s Financial Advisor—Illustrative Dividend Discount Analysis —Corebridge Stand-Alone*”\nis amended by modifying the sixth full paragraph on page 122 to read in its entirety as follows:\n\nGoldman Sachs\ndivided the range of illustrative equity values it derived for Corebridge by the total number of fully diluted shares outstanding of Corebridge\nCommon Stock **of approximately 462 million** as provided by Equitable management to derive illustrative present values per\nshare of Corebridge Common Stock ranging from $30.42 to $42.54.\n\n \n\n11.The disclosure in the section of the definitive joint proxy statement/prospectus entitled “*The\nMergers—Opinion of Equitable’s Financial Advisor—Illustrative Dividend Discount Analysis —New Equitable*”\nis amended by modifying the second full paragraph on page 123 to read in its entirety as follows:\n\nGoldman Sachs\nderived a range of illustrative equity values of the Equitable Exchange Ratio to be paid per share of Equitable Common Stock by using\ndiscount rates ranging from 11.1% to 12.9%,\n\n 6 \n\n \n\nreflecting estimates of the cost\nof equity for New Equitable on a pro forma basis, to discount to present value as of December 31, 2025 (i) the implied standalone distributions\nto Equitable stockholders over the period beginning January 1, 2026 through December 31, 2026, calculated using the Equitable Approved\nProjections, (ii) the implied distributions to New Equitable Common Stockholders on a pro forma basis over the period beginning January\n1, 2027 through December 31, 2029, calculated using the Equitable Approved Projections and the Synergies, and (iii) a range of illustrative\nterminal values for New Equitable on a pro forma basis as of December 31, 2029, calculated by applying illustrative NTM P/E multiples\nranging from 4.74x to 6.99x (based on the estimated NTM P/E multiples for each of Equitable and Corebridge on a stand-alone basis blended\nbased on their respective 2027 estimated operating income contributions to the pro forma company) to the estimate of New Equitable’s\nterminal year net income for the year ended December 31, 2030 **of approximately $6,270 million**,\nas reflected in the Equitable Approved Projections and the Synergies. Goldman Sachs derived the range of discount rates by application\nof the CAPM. To derive illustrative terminal values for New Equitable on a pro forma basis, Goldman Sachs applied illustrative NTM P/E\nmultiples based on its professional judgment and experience, taking into account historical NTM P/E multiples for Equitable and Corebridge.\n\n \n\n12.The disclosure in the section of the definitive joint proxy statement/prospectus entitled “*The\nMergers—Opinion of Equitable’s Financial Advisor—Illustrative Dividend Discount Analysis—New Equitable*”\nis amended by modifying the third full paragraph on page 123 to read in its entirety as follows:\n\n \n\nGoldman Sachs divided\nthe range of illustrative equity values it derived for New Equitable that is attributable to Equitable stockholders by the total number\nof fully diluted shares outstanding of Equitable Common Stock **of approximately 285 million** as provided by Equitable management\nto derive illustrative present values of the Equitable Exchange Ratio to be paid per share of Equitable Common Stock ranging from $48.61\nto $67.30.\n\n** **\n\n**Cautionary Statement Regarding Forward-Looking\nInformation**\n\n** **\n\nThis Current Report on Form 8-K includes statements,\nwhich, to the extent they are not statements of historical or present fact, constitute “forward-looking statements” within\nthe meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements, and any related oral statements,\ncan be identified by the use of terms such as “believes,” “expects,” “may,” “will,” “shall,”\n“should,” “would,” “could,” “seeks,” “aims,” “projects,” “forecasts,”\n“intends,” “targets,” “plans,” “estimates,” “anticipates,” “goals,”\n“guidance,” “formidable,” “preliminary,” “objective,” “continue,” “drive,”\n“improve,” “superior,” “robust,” “positioned,” “resilient,” “vision,”\n“potential,” “immediate,” and similar expressions or the negative of those expressions or verbs. We caution you\nthat forward-looking statements are not guarantees of future performance or outcomes. Forward-looking statements are not historical facts\nbut instead represent only our beliefs regarding future events, which may by their nature be inherently uncertain, and some of which may\nbe outside our control. These statements include, but are not limited to, statements about the potential repurchases of shares of common\nstock, the expected timing and completion of the proposed transaction between Equitable and Corebridge (the “Proposed Transaction”),\nthe anticipated benefits of the Proposed Transaction, including estimated synergies and projected cost savings, and plans and expectations\nfor Equitable, Corebridge or their new parent company after completion of the Proposed Transaction.\n\n \n\nSuch forward-looking statements are subject to known\nand unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements\nto be materially different from those expressed or implied by such forward-looking statements. Key factors include, among others, the\nability to repurchase shares (if Equitable decides to do so) within the expected timing or at all; the ability to complete the Proposed\nTransaction on the timeframe or on the terms currently anticipated or at all, including due to a failure to obtain requisite stockholder,\nstock exchange, regulatory, governmental or other approvals; risks related to difficulties, inabilities or delays in integrating the parties’\nbusinesses; the ability to realize the anticipated benefits of the Proposed Transaction, including estimated run-rate expense synergies\nand projected cost savings at the times,\n\n 7 \n\n \n\nand to the extent, anticipated, as well as expected\noperating earnings and cashflow generation; the occurrence of any event, change or other circumstance that could give rise to the right\nof either or both parties to terminate the merger agreement; the potential impact of the announcement or consummation of the Proposed\nTransaction on Equitable or Corebridge’s stock price and on their respective business, contractual and operational relationships\n(including with regulatory bodies, employees, suppliers, clients and competitors); risks related to business disruptions from the Proposed\nTransaction that may harm the business or current plans and operations of either or both parties, including diversion of management time\nfrom ongoing business operations; the risk that the Proposed Transaction and its announcement could have an adverse effect on the ability\nof either or both parties to hire and retain key personnel; the parties’ ability to raise debt on favorable terms or at all; the\noutcome of any legal proceedings that may be instituted against Equitable, Corebridge, their new parent company or their respective directors;\nrestrictions on the conduct of Equitable and Corebridge’s respective businesses prior to the closing of the Proposed Transaction\nand on each of their ability to pursue alternatives to the Proposed Transaction; the possibility that the Proposed Transaction may be\nmore expensive to complete than anticipated, including as a result of unexpected factors or events, or unforeseen or unknown liabilities;\nthe deterioration of economic conditions; geopolitical tensions; the potential impact of a downgrade in Equitable or Corebridge’s\nInsurer Financial Strength ratings or credit ratings or of the new parent company of Equitable and Corebridge following completion of\nthe Proposed Transaction; other factors that may affect future results of Equitable and Corebridge; and management’s response to\nany of the aforementioned factors.\n\n \n\nThe foregoing list of factors is not exhaustive. You\nshould carefully consider these factors and the other risks and uncertainties described in the “Risk Factors” section of the\nRegistration Statement and other documents filed or furnished by Equitable and Corebridge from time to time with the SEC, including their\nAnnual Reports on Form 10-K for the year ended December 31, 2025 and Quarterly Reports on Form 10-Q for the quarterly period ended March\n31, 2026. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ\nmaterially from those contained in the forward-looking statements. If any of these risks materialize or our assumptions prove incorrect,\nactual events and results could differ materially from those contained in the forward-looking statements. There may be additional risks\nthat neither Equitable nor Corebridge presently know or that Equitable and Corebridge currently believe are immaterial that could also\ncause actual events and results to differ materially from those contained in the forward-looking statements. In addition, forward-looking\nstatements reflect Equitable and Corebridge’s expectations, plans or forecasts of future events and views as of the date of this\nCurrent Report on Form 8-K. Equitable and Corebridge anticipate that subsequent events and developments will cause Equitable and Corebridge’s\nassessments to change. While Equitable and Corebridge may elect to update these forward-looking statements at some point in the future,\nEquitable and Corebridge specifically disclaim any obligation to do so, unless required by applicable law. Neither Equitable nor Corebridge\ngives any assurance that Equitable, Corebridge or their new parent company will achieve the results or other matters set forth in the\nforward-looking statements.\n\n \n\n**No Offer or Solicitation**\n\n \n\nThis Current Report on Form 8-K is not intended to\nand shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities,\nor a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation\nor sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities\nshall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended (the\n“Securities Act”), or in a transaction exempt from the registration requirements of the Securities Act.\n\n** **\n\n**Important Information and Where to Find It**\n\n \n\nThis Current Report on Form 8-K relates to the Proposed\nTransaction, which is the subject of a Registration Statement on Form S-4 filed by New Equitable with the SEC. The Registration Statement\nincludes a joint proxy statement of Equitable and Corebridge that also constitutes a prospectus of New Equitable. The Registration Statement\nwas declared effective by the SEC on June 23, 2026, and New Equitable filed a prospectus with the SEC on June 23, 2026. Equitable and\nCorebridge commenced mailing to their respective stockholders on or about June 23, 2026. Equitable, Corebridge and New Equitable may also\nfile with or furnish to the SEC other relevant documents regarding the Proposed Transaction. This Current Report on Form 8-K is not a\nsubstitute for the\n\n 8 \n\n \n\nRegistration Statement that New Equitable has filed\nwith the SEC or any other documents that have been or may be sent to Equitable’s stockholders or Corebridge’s stockholders\nin connection with the Proposed Transaction.\n\n \n\nINVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE\nJOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH, OR FURNISHED TO, THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION\nOR INCORPORATED BY REFERENCE INTO THE JOINT PROXY STATEMENT/PROSPECTUS, BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION REGARDING\nEQUITABLE, COREBRIDGE, NEW EQUITABLE, THE PROPOSED TRANSACTION AND RELATED MATTERS.\n\n \n\nInvestors and security holders may obtain free copies\nof these documents and other documents filed with the SEC by Equitable, Corebridge or New Equitable through the website maintained by\nthe SEC at http://www.sec.gov. Investors and security holders may obtain free copies of documents filed with the SEC by Equitable at its\nwebsite, https://equitableholdings.com, or by Corebridge at its website, https://www.corebridgefinancial.com (information included on\nor accessible through either of Equitable or Corebridge’s website is not incorporated by reference into this Current Report on Form\n8-K).\n\n 9 \n\n \n\n \n\n**SIGNATURES**\n\nPursuant to the requirements of the Securities\nExchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.\n\n \n\n \nEquitable Holdings, Inc.\n \n\n \n \n \n \n\nBy:\n/s/ Ralph Petruzzo\n \n\n \n\nName:\nRalph Petruzzo\n \n\n \n\nTitle:\n\nDeputy General\nCounsel\n\n \n\n \n\n \n\nDate: July 21, 2026\n\n \n\n \n\n 10"}