As filed with the U.S. Securities and Exchange Commission on May 5, 2026

Registration No. 333-     

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Mountain Holding, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		6311		37-2231229
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

2919 Allen Parkway

Woodson Tower

Houston, Texas 77019

(877) 375-2422

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Polly N. Klane, Esq.

President

Mountain Holding, Inc.

c/o Corebridge Financial, Inc.

2919 Allen Parkway

Woodson Tower

Houston, Texas 77019

(877) 375-2422

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

 

Andrew D. Krause, Esq. Adam M. Givertz, Esq. Scott A. Barshay, Esq. Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019 (212) 373-3000		Todd E. Freed, Esq. Patrick J. Lewis, Esq. Elena M. Coyle, Esq. Skadden, Arps, Slate, Meagher & Flom LLP One Manhattan West New York, New York 10001 (212) 735-3000

 

 

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement is declared effective.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer		☐		Accelerated filer		☐
Non-accelerated filer		☒		Smaller reporting company		☐
				Emerging growth company		☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

 

 

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(A) MAY DETERMINE.

 

 

Stock represented (either in person or by proxy) and voting at the time of the Corebridge Special Meeting to approve the Corebridge Merger Agreement Proposal (the “Corebridge Adjournment Proposal”).

The special meeting of Equitable Common Stockholders will be held virtually on [     ], 2026 at [    ], Eastern Time (the “Equitable Special Meeting”). At the Equitable Special Meeting, Equitable Common Stockholders will be asked to consider and vote on, among other things, (A) a proposal to adopt the Merger Agreement (the “Equitable Merger Agreement Proposal”), (B) a proposal to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to the named executive officers of Equitable in connection with the transactions contemplated by the Merger Agreement (the “Equitable Advisory Compensation Proposal”), and (C) a proposal to approve the adjournment of the Equitable Special Meeting to solicit additional proxies if there are not sufficient shares of Equitable Common Stock represented (either in person or by proxy) and voting at the time of the Equitable Special Meeting to approve the Equitable Merger Agreement Proposal (the “Equitable Adjournment Proposal”).

Information about these meetings and the transactions contemplated by the Merger Agreement is contained in the joint proxy statement/prospectus accompanying this notice. In particular, see the section of the accompanying joint proxy statement/prospectus titled “Risk Factors” beginning on page 44. We urge you to read the joint proxy statement/prospectus accompanying this notice carefully and in its entirety.

Whether or not you plan to attend your company’s respective special meeting, please submit a proxy to vote your shares as soon as possible to make sure that your shares are represented at the meeting. If your shares are held in the name of a broker, bank, trustee or other nominee, please follow the instructions provided to you by such record holder. If a Corebridge Common Stockholder does not vote, it will have the same effect as voting “AGAINST” the Corebridge Merger Agreement Proposal. If an Equitable Common Stockholder does not vote, it will have the same effect as voting “AGAINST” the Equitable Merger Agreement Proposal.

The Corebridge board of directors strongly supports and unanimously recommends that Corebridge Common Stockholders vote “FOR” each of the proposals to be considered at the Corebridge Special Meeting. The Equitable board of directors strongly supports and unanimously recommends that Equitable Common Stockholders vote “FOR” each of the proposals to be considered at the Equitable Special Meeting.

 

Marc Costantini		Mark Pearson
President and Chief Executive Officer		President and Chief Executive Officer
Corebridge Financial, Inc.		Equitable Holdings, Inc.

In connection with the transactions contemplated by the Merger Agreement, each of the issued and outstanding shares of Corebridge’s 6.875% Fixed Rate Reset Non-Cumulative Preferred Stock, Series A, par value $1.00 per share, Equitable’s Series A Fixed Rate Noncumulative Perpetual Preferred Stock, par value $1.00 per share, and Equitable’s Series C Fixed Rate Noncumulative Perpetual Preferred Stock, par value $1.00 per share, will be converted into, and become exchangeable for, one share of a newly created series of preferred stock of New Equitable, in each case with substantially identical powers, preferences, privileges and rights as the underlying series of preferred stock. Holders of Corebridge preferred stock and Equitable preferred stock are not entitled to, and are not requested to, vote at their company’s respective special meeting.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in connection with the transactions contemplated by the Merger Agreement or determined if this document is accurate or complete. Any representation to the contrary is a criminal offense.

The securities to be issued in the transactions contemplated by the Merger Agreement are not savings or deposit accounts or other obligations of any bank or non-bank subsidiary of either Corebridge or Equitable, and they are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

The joint proxy statement/prospectus accompanying this notice is dated [    ], 2026, and is first being mailed to Corebridge Common Stockholders and Equitable Common Stockholders on or about [     ], 2026.

NOTICE OF THE SPECIAL MEETING OF COREBRIDGE STOCKHOLDERS

TO BE HELD VIRTUALLY VIA THE INTERNET ON [    ], 2026

Notice is hereby given that Corebridge Financial, Inc. (“Corebridge”) will hold a special meeting of its stockholders, which is referred to as the “Corebridge Special Meeting.” The Corebridge Special Meeting will be held on [     ], 2026 at [    ], Eastern Time and will be a completely virtual meeting of stockholders. Online check-in will begin at [    ], Eastern Time and you should allow ample time for the check-in procedures. If you are a stockholder of record as of the record date, you will be able to attend and participate in the Corebridge Special Meeting online, vote your shares electronically, submit your questions during the Corebridge Special Meeting and access the list of Corebridge stockholders entitled to vote at the Corebridge Special Meeting during the Corebridge Special Meeting by visiting http://[    ] at the meeting date and time stated above. To attend the meeting, you will need the 16-digit control number included on your proxy card. Whether or not you plan to attend the Corebridge Special Meeting, Corebridge recommends that you submit a proxy to vote your shares in advance as described below so that your vote will be counted if you later decide not to or become unable to attend the meeting.

The purpose of the Corebridge Special Meeting is for the Corebridge stockholders to consider and vote upon the following proposals:

 

1.

to adopt the Agreement and Plan of Merger, by and among Corebridge, Equitable Holdings, Inc., Mountain Holding, Inc., Palisade Holding, Inc. and Marcy Holding, Inc. which, as it may be amended from time to time, is referred to as the “Merger Agreement” and which proposal is referred to as the “Corebridge Merger Agreement Proposal”;

 

2.	to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to the named executive officers of Corebridge in connection with the transactions contemplated by the Merger Agreement, which proposal is referred to as the “Corebridge Advisory Compensation Proposal”;

 

3.	to adopt the Corebridge 2026 Employee Stock Purchase Plan, which proposal is referred to as the “Corebridge ESPP Proposal”; and

 

4.

to approve the adjournment of the Corebridge Special Meeting to solicit additional proxies if there are not sufficient shares of Corebridge Common Stock represented (either in person or by proxy) and voting at the time of the Corebridge Special Meeting to approve the Corebridge Merger Agreement Proposal, which proposal is referred to as the “Corebridge Adjournment Proposal.”

Corebridge will transact no other business at the Corebridge Special Meeting except such business as may properly be brought before the Corebridge Special Meeting and any adjournment or postponement thereof. The joint proxy statement/prospectus accompanying this notice, including the Merger Agreement attached thereto as Annex A contains further information with respect to these matters.

Only holders of record of Corebridge common stock, par value $0.01 per share (the “Corebridge Common Stock”), at the close of business on [     ] are entitled to vote at (and only the holders of Corebridge Common Stock as of such record date are entitled to notice of) the Corebridge Special Meeting and any adjournments or postponements thereof. Corebridge stockholders who (i) virtually attend the Corebridge Special Meeting at http://[     ], or (ii) execute and submit a valid proxy in advance of the Corebridge Special Meeting, will be considered present for purposes of establishing a quorum and for all other purposes.

If your shares are held by a bank, broker or other nominee, you are considered the beneficial owner of shares held in “street name,” and your bank, broker or other nominee is considered the stockholder of record with

respect to those shares. Your bank, broker or other nominee will send you, as the beneficial owner, a package describing the procedure for voting your shares, including a voting instruction form. You should follow the instructions provided by them to vote your shares. You are invited to attend the Corebridge Special Meeting; however, you may not vote these shares through the Internet during the Corebridge Special Meeting (or ask questions thereat) unless you obtain and submit a signed “legal proxy,” executed in your favor, from your bank, broker or other nominee that holds your shares, giving you the right to vote the shares at the Corebridge Special Meeting, and, if necessary, obtain a 16-digit control number to vote your shares at the Corebridge Special Meeting. Instructions on how to connect and participate via the Internet are posted at http://[    ].

Pursuant to the organizational documents of Corebridge, assuming a quorum is present, the approval of the Corebridge Merger Agreement Proposal requires the affirmative vote at the Corebridge Special Meeting of the holders of a majority of the outstanding shares of Corebridge Common Stock entitled to vote on such proposal. Pursuant to the organizational documents of Corebridge, assuming a quorum is present, the approval of the Corebridge Advisory Compensation Proposal and the Corebridge ESPP Proposal and, whether or not a quorum is present, the Corebridge Adjournment Proposal require the affirmative vote of the holders of a majority of the shares of Corebridge Common Stock present in person or represented by proxy at the Corebridge Special Meeting and entitled to vote thereon. Holders of Corebridge preferred stock are not entitled to, and are not requested to, vote at the Corebridge Special Meeting.

The Corebridge board of directors has unanimously approved and declared advisable the Merger Agreement and the transactions contemplated by the Merger Agreement on the terms and subject to the conditions set forth in the Merger Agreement. The Corebridge board of directors unanimously recommends that you vote “FOR” the Corebridge Merger Agreement Proposal, “FOR” the Corebridge Advisory Compensation Proposal, “FOR” the Corebridge ESPP Proposal and “FOR” the Corebridge Adjournment Proposal.

Your vote is very important, regardless of the number of shares of Corebridge Common Stock you own. We cannot complete the transactions contemplated by the Merger Agreement without approval of the Corebridge Merger Agreement Proposal.

Whether or not you plan to attend the Corebridge Special Meeting virtually, we urge you to please authorize the individuals named on the proxy card to vote your shares by using the Internet or by calling the toll-free telephone number as described in the instructions included with the enclosed proxy card or promptly mark, sign and date the accompanying proxy card and return it in the enclosed postage-paid envelope. If your shares are held in the name of a bank, broker or other nominee, please follow the instructions on the voting instruction form furnished by such bank, broker or other nominee.

If you have any questions, you may contact Corebridge’s proxy solicitor Innisfree M&A Incorporated. Corebridge stockholders may call toll-free at (877) 800-5192. Banks and brokers may call collect at (212) 750-5833.

 

 

NOTICE OF THE SPECIAL MEETING OF EQUITABLE STOCKHOLDERS

TO BE HELD VIRTUALLY VIA THE INTERNET ON [      ], 2026

Notice is hereby given that Equitable Holdings, Inc. (“Equitable”) will hold a special meeting of its stockholders, which is referred to as the “Equitable Special Meeting.” The Equitable Special Meeting will be held on [     ], 2026 at [    ], Eastern Time and will be a completely virtual meeting of stockholders. Online check-in will begin at [    ], Eastern Time and you should allow ample time for the check-in procedures. If you are a stockholder of record as of the record date, you will be able to attend and participate in the Equitable Special Meeting online, vote your shares electronically, submit your questions during the Equitable Special Meeting and access the list of Equitable stockholders entitled to vote at the Equitable Special Meeting during the Equitable Special Meeting by visiting http://[    ] at the meeting date and time stated above. To attend the meeting, you will need the 16-digit control number included on your proxy card. Whether or not you plan to attend the Equitable Special Meeting, Equitable recommends that you submit a proxy to vote your shares in advance as described below so that your vote will be counted if you later decide not to or become unable to attend the meeting.

The purpose of the Equitable Special Meeting is for the Equitable stockholders to consider and vote upon the following proposals:

 

1.

to adopt the Agreement and Plan of Merger, by and among Corebridge Financial, Inc., Equitable, Mountain Holding, Inc., Palisade Holding, Inc. and Marcy Holding, Inc. which, as it may be amended from time to time, is referred to as the “Merger Agreement” and which proposal is referred to as the “Equitable Merger Agreement Proposal”;

 

2.

to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to the named executive officers of Equitable in connection with the transactions contemplated by the Merger Agreement, which proposal is referred to as the “Equitable Advisory Compensation Proposal”; and

 

3.

to approve the adjournment of the Equitable Special Meeting to solicit additional proxies if there are not sufficient shares of Equitable Common Stock represented (either in person or by proxy) and voting at the time of the Equitable Special Meeting to approve the Equitable Merger Agreement Proposal, which proposal is referred to as the “Equitable Adjournment Proposal.”

Equitable will transact no other business at the Equitable Special Meeting except such business as may properly be brought before the Equitable Special Meeting and any adjournment or postponement thereof. The joint proxy statement/prospectus accompanying this notice, including the Merger Agreement attached thereto as Annex A contains further information with respect to these matters.

Only holders of record of Equitable common stock, par value $0.01 per share (the “Equitable Common Stock”), at the close of business on [      ] are entitled to vote at (and only the holders of Equitable Common Stock as of such record date are entitled to notice of) the Equitable Special Meeting and any adjournments or postponements thereof. Equitable stockholders who (i) virtually attend the Equitable Special Meeting at http://[    ], or (ii) execute and submit a valid proxy in advance of the Equitable Special Meeting, will be considered present for purposes of establishing a quorum and for all other purposes.

If your shares are held by a bank, broker or other nominee, you are considered the beneficial owner of shares held in “street name,” and your bank, broker or other nominee is considered the stockholder of record with respect to those shares. Your bank, broker or other nominee will send you, as the beneficial owner, a package

describing the procedure for voting your shares, including a voting instruction form. You should follow the instructions provided by them to vote your shares. You are invited to attend the Equitable Special Meeting; however, you may not vote these shares through the Internet during the Equitable Special Meeting (or ask questions thereat) unless you obtain and submit a signed “legal proxy,” executed in your favor, from your bank, broker or other nominee that holds your shares, giving you the right to vote the shares at the Equitable Special Meeting, and, if necessary, obtain a 16-digit control number to vote your shares at the Equitable Special Meeting. Instructions on how to connect and participate via the Internet are posted at http://[     ].

Pursuant to the organizational documents of Equitable, assuming a quorum is present, the approval of the Equitable Merger Agreement Proposal requires the affirmative vote at the Equitable Special Meeting of the holders of a majority of the outstanding shares of Equitable Common Stock entitled to vote on such proposal. Pursuant to the organizational documents of Equitable, assuming a quorum is present, the approval of the Equitable Advisory Compensation Proposal and, whether or not a quorum is present, the Equitable Adjournment Proposal require the affirmative vote of the holders of a majority of the shares of Equitable Common Stock present in person or represented by proxy at the Equitable Special Meeting and entitled to vote thereon. Holders of Equitable preferred stock are not entitled to, and are not requested to, vote at the Equitable Special Meeting.

The Equitable board of directors has unanimously approved and declared advisable the Merger Agreement and the transactions contemplated by the Merger Agreement on the terms and subject to the conditions set forth in the Merger Agreement. The Equitable board of directors unanimously recommends that you vote “FOR” the Equitable Merger Agreement Proposal, “FOR” the Equitable Advisory Compensation Proposal and “FOR” the Equitable Adjournment Proposal.

Your vote is very important, regardless of the number of shares of Equitable Common Stock you own. We cannot complete the transactions contemplated by the Merger Agreement without approval of the Equitable Merger Agreement Proposal.

Whether or not you plan to attend the Equitable Special Meeting virtually, we urge you to please authorize the individuals named on the proxy card to vote your shares by using the Internet or by calling the toll-free telephone number as described in the instructions included with the enclosed proxy card or promptly mark, sign and date the accompanying proxy card and return it in the enclosed postage-paid envelope. If your shares are held in the name of a bank, broker or other nominee, please follow the instructions on the voting instruction form furnished by such bank, broker or other nominee.

If you have any questions, you may contact Equitable’s proxy solicitor D.F. King & Co., Inc. Equitable stockholders may call toll-free at (800) 967-7510. Banks and brokers may call collect at (646) 602-4900.

 

 

ADDITIONAL INFORMATION

This joint proxy statement/prospectus incorporates important business and financial information about Corebridge and Equitable from other documents that are not included in or delivered with this joint proxy statement/prospectus. This information is available to you without charge upon your written or oral request. You can obtain the documents incorporated by reference in this document through the U.S. Securities and Exchange Commission (the “SEC”) website at http://www.sec.gov or by requesting them in writing or by telephone at the appropriate address below:

 

if you are a Corebridge Common Stockholder:		if you are an Equitable Common Stockholder:
Innisfree M&A Incorporated 501 Madison Avenue 19th Floor New York, New York 10022 Stockholders Call Toll-Free: (877) 800-5192		D.F. King Co., Inc. 28 Liberty Street 53rd Floor New York, New York 10005 Stockholders Call Toll-Free: (800) 967-7510
Banks & Brokers Call Collect: (212) 750-5833		Banks & Brokers Call Collect: (646) 602-4900 Email: Equitable@dfking.com

You will not be charged for any of these documents that you request. To obtain timely delivery of these documents, you must request them no later than five (5) business days before the date of the applicable special meeting. This means that Corebridge Common Stockholders requesting documents must do so by [    ] in order to receive them before the Corebridge Special Meeting, and Equitable Common Stockholders requesting documents must do so by [    ] in order to receive them before the Equitable Special Meeting.

No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this joint proxy statement/prospectus. This joint proxy statement/prospectus is dated [    ], 2026 and you should assume that the information in this document is accurate only as of such date. You should assume that the information incorporated by reference into this document is accurate as of the date of such incorporated document. Neither the mailing of this joint proxy statement/prospectus to Corebridge Common Stockholders or Equitable Common Stockholders nor the issuance by New Equitable of New Equitable Common Stock in connection with the transactions contemplated by the Merger Agreement will create any implication to the contrary.

This joint proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Except where the context otherwise indicates, information contained in, or incorporated by reference into, this document regarding Corebridge has been provided by Corebridge and information contained in, or incorporated by reference into, this document regarding Equitable has been provided by Equitable.

For further information, see the section of this joint proxy statement/prospectus titled “Where You Can Find More Information” beginning on page 250 of this joint proxy statement/prospectus.

TABLE OF CONTENTS

 

		Page
QUESTIONS AND ANSWERS			1
SUMMARY			19
The Parties to the Mergers			19
The Mergers and the Merger Agreement			20
Merger Consideration			21
Treatment of Corebridge Equity Awards			21
Treatment of Equitable Equity Awards			23
The New Equitable ESPP			24
Ownership of New Equitable after the Mergers			25
Corebridge’s Reasons for the Mergers			25
Equitable’s Reasons for the Mergers			25
Summary Unaudited Pro Forma Condensed Combined Financial Information			25
Opinion of Corebridge’s Financial Advisor			26
Opinion of Equitable’s Financial Advisor			26
Proxy Solicitation Costs			27
The Corebridge Special Meeting			27
The Equitable Special Meeting			29
Interests of Corebridge Directors and Executive Officers in the Mergers			30
Interests of Equitable Directors and Executive Officers in the Mergers			30
New Equitable Governance Matters			31
Efforts to Complete the Mergers			32
Certain Beneficial Owners of Corebridge Common Stock			33
Certain Beneficial Owners of Equitable Common Stock			33
No Appraisal Rights			33
Conditions to the Completion of the Mergers			34
No Solicitation of Acquisition Proposals			34
No Change of Recommendation			36
Termination of the Merger Agreement			37
Termination Fees			39
The Voting and Support Agreement			40
The New Nippon Life Stockholder’s Agreement			40
The New Nippon Life Registration Rights Agreement			41
Accounting Treatment of the Mergers			41
U.S. Federal Income Tax Consequences			41
Expected Timing of the Mergers			42
Regulatory Approvals and Clearances Required for the Mergers			42
NYSE Listing; NYSE Delisting			42
Comparison of Stockholders’ Rights			42
Risk Factors			43
RISK FACTORS			44
Risks Relating to the Mergers			44
Risks Relating to New Equitable			52
Risks Relating to New Equitable Common Stock			55
Risks Relating to Corebridge’s Business			57
Risks Relating to Equitable’s Business			57
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			58
THE PARTIES TO THE MERGERS			61

 

i

THE COREBRIDGE SPECIAL MEETING			63
Date, Time and Place of the Corebridge Special Meeting			63
Matters to be Considered at the Corebridge Special Meeting			63
Recommendation of the Corebridge Board of Directors			63
Record Date for the Corebridge Special Meeting and Voting Rights			64
Quorum; Abstentions and Broker Non-Votes			64
Required Votes; Vote of Nippon Life and Corebridge’s Directors and Executive Officers			65
Methods of Voting			67
How to Ask Questions at the Corebridge Special Meeting			67
What to Do If You Have Technical Difficulties or Trouble Accessing the Virtual Meeting Website			68
What to Do If You Cannot Virtually Attend the Corebridge Special Meeting			68
Revocability of Proxies			68
Proxy Solicitation Costs			69
Attending the Corebridge Special Meeting			69
Householding			69
Tabulation of Votes; Results of the Corebridge Special Meeting			70
Adjournments			70
Assistance			70
COREBRIDGE PROPOSAL 1: ADOPTION OF THE MERGER AGREEMENT			71
COREBRIDGE PROPOSAL 2: APPROVAL OF THE COREBRIDGE ADVISORY COMPENSATION PROPOSAL			72
COREBRIDGE PROPOSAL 3: ADOPTION OF THE COREBRIDGE ESPP			73
COREBRIDGE PROPOSAL 4: ADJOURNMENT OF THE COREBRIDGE SPECIAL MEETING			74
THE EQUITABLE SPECIAL MEETING			75
Date, Time and Place of the Equitable Special Meeting			75
Matters to be Considered at the Equitable Special Meeting			75
Recommendation of the Equitable Board of Directors			75
Record Date for the Equitable Special Meeting and Voting Rights			76
Quorum; Abstentions and Broker Non-Votes			76
Required Votes; Vote of Equitable’s Directors and Executive Officers			77
Methods of Voting			78
How to Ask Questions at the Equitable Special Meeting			79
What to Do If You Have Technical Difficulties or Trouble Accessing the Virtual Meeting Website			79
What to Do If You Cannot Virtually Attend the Equitable Special Meeting			79
Revocability of Proxies			79
Proxy Solicitation Costs			80
Attending the Equitable Special Meeting			80
Householding			80
Tabulation of Votes; Results of the Equitable Special Meeting			81
Adjournments			81
Assistance			81
EQUITABLE PROPOSAL 1: ADOPTION OF THE MERGER AGREEMENT			83
EQUITABLE PROPOSAL 2: APPROVAL OF THE EQUITABLE ADVISORY COMPENSATION PROPOSAL			84
EQUITABLE PROPOSAL 3: ADJOURNMENT OF THE EQUITABLE SPECIAL MEETING			85
THE MERGERS			86
The Mergers and the Merger Agreement			86
Merger Consideration			86
Background of the Mergers			87
Recommendation of the Corebridge Board of Directors; Corebridge’s Reasons for the Mergers			97
Recommendation of the Equitable Board of Directors; Equitable’s Reasons for the Mergers			103
Opinion of Corebridge’s Financial Advisor			109

 

ii

Opinion of Equitable’s Financial Advisor			120
Corebridge Unaudited Financial Projections			129
Equitable Unaudited Financial Projections			132
Projected Synergies			135
Interests of Corebridge Directors and Executive Officers in the Mergers			136
Interests of Equitable Directors and Executive Officers in the Mergers			143
Accounting Treatment of the Mergers			151
Expected Timing of the Mergers			151
Regulatory Approvals and Clearances Required for the Mergers			152
Ownership of New Equitable After the Mergers			153
NYSE Listing; NYSE Delisting			153
No Appraisal Rights			154
THE MERGER AGREEMENT			155
Explanatory Note Regarding the Merger Agreement			155
Structure of the Mergers			155
Completion and Effectiveness of the Mergers			155
Merger Consideration			156
Treatment of Corebridge Equity Awards			157
Treatment of Equitable Equity Awards			159
The New Equitable ESPP			160
Exchange of Shares			161
Dividends and Distributions with Respect to Unexchanged Shares of New Equitable Common Stock and New Equitable Preferred Stock			162
Treatment of Fractional Shares			163
Termination of the Exchange Fund; No Liability			163
Lost, Stolen or Destroyed Certificates			164
Withholding Rights			164
Adjustments to Prevent Dilution			164
New Equitable Governance Matters			164
Governance and Capital Stock of Corebridge Surviving Corporation and Equitable Surviving Corporation			166
Representations and Warranties			166
Conduct of Business Prior to Closing			170
No Solicitation of Acquisition Proposals			175
Notice Regarding Acquisition Proposals			177
No Change of Recommendation			177
Existing Discussions and Standstill Provisions			179
Special Meetings			179
Efforts to Complete the Mergers			180
Status and Notifications			182
Financing and Indebtedness			182
Access to Information			182
NYSE Listing; NYSE Delisting			183
Publicity			183
Employee Benefits Matters			183
Expenses			185
Indemnification; Directors’ and Officers’ Insurance			185
Litigation			186
Conditions to the Completion of the Mergers			186
Termination of the Merger Agreement			188
Termination Fees			189
Amendment; Waiver			190

 

iii

Specific Performance			191
Third-Party Beneficiaries			191
Governing Law; Jurisdiction			191
THE VOTING AND SUPPORT AGREEMENT			192
THE NEW NIPPON LIFE STOCKHOLDER’S AGREEMENT			195
THE NEW NIPPON LIFE REGISTRATION RIGHTS AGREEMENT			197
THE COREBRIDGE ESPP			198
DESCRIPTION OF NEW EQUITABLE CAPITAL STOCK			204
Capital Stock			204
Anti-Takeover Provisions			205
COMPARISON OF STOCKHOLDERS’ RIGHTS			209
Stockholders’ Rights of Corebridge			209
Stockholders’ Rights of Equitable			214
NO APPRAISAL RIGHTS			222
U.S. FEDERAL INCOME TAX CONSEQUENCES			223
CERTAIN BENEFICIAL OWNERS OF COREBRIDGE COMMON STOCK			227
Security Ownership of Corebridge Common Stock by 5% Beneficial Owners			227
Security Ownership of Corebridge Common Stock by Directors, Executive Officers and NEOs			228
CERTAIN BENEFICIAL OWNERS OF EQUITABLE COMMON STOCK			230
Equitable Common Stock			230
Security Ownership of Equitable Common Stock by 5% Beneficial Owners			230
Security Ownership of Equitable Common Stock by Directors, Executive Officers and NEOs			231
AllianceBernstein Holding Units and AllianceBernstein Units			232
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION			233
STOCKHOLDER PROPOSALS			245
New Equitable			245
Corebridge			245
Equitable			246
HOUSEHOLDING OF PROXY MATERIALS			247
LEGAL MATTERS			248
EXPERTS			249
Corebridge			249
Equitable			249
WHERE YOU CAN FIND MORE INFORMATION			250

 

Annex A		Agreement and Plan of Merger, dated as of March 26, 2026, by and among Equitable Holdings, Inc., Corebridge Financial, Inc., Mountain Holding, Inc., Marcy Holding, Inc. and Palisade Holding, Inc.			A-1
Annex B		Form of Amended and Restated Certificate of Incorporation of New Equitable			B-1
Annex C		Form of Amended and Restated By-Laws of New Equitable			C-1
Annex D		Form of Certificate of Designations with respect to the Series 1-A Preferred Stock of New Equitable			D-1
Annex E		Form of Certificate of Designations with respect to the Series 1-C Preferred Stock of New Equitable			E-1
Annex F		Form of Certificate of Designations with respect to the Series 2 Preferred Stock of New Equitable			F-1
Annex G		Voting and Support Agreement, dated April  8, 2026, by and among Corebridge Financial, Inc., Equitable Holdings, Inc. and Nippon Life Insurance Company, including the form of Stockholder’s Agreement, by and between New Equitable, Inc. and Nippon Life Insurance Company, as Schedule B thereto, and the form of Registration Rights Agreement, by and between New Equitable and Nippon Life Insurance Company, as Schedule C thereto			G-1

 

iv

Annex H		Corebridge 2026 Employee Stock Purchase Plan			H-1
Annex I		Opinion of Morgan Stanley & Co. LLC			I-1
Annex J		Opinion of Goldman Sachs & Co. LLC			J-1

 

v

QUESTIONS AND ANSWERS

The following are some questions that you, as a stockholder of Corebridge Financial, Inc. (“Corebridge”) or a stockholder of Equitable Holdings, Inc. (“Equitable”), may have regarding the Mergers and the other matters being considered at the special meeting of each company and brief answers to those questions. You are urged to carefully read this joint proxy statement/prospectus and the other documents referred to in this joint proxy statement/prospectus in their entirety because this section may not provide all the information that is important to you regarding these matters. Additional important information is contained in the annexes to, and the documents incorporated by reference into, this joint proxy statement/prospectus. You may obtain the information incorporated by reference in this joint proxy statement/prospectus, without charge, by following the instructions under the section of this joint proxy statement/prospectus titled “Where You Can Find More Information” beginning on page 250.

 

Q:	Why am I receiving this joint proxy statement/prospectus?

 

A:

You are receiving this joint proxy statement/prospectus because Corebridge and Equitable have agreed to combine their respective businesses in an all-stock merger transaction through: (a) Palisade Holding, Inc., a newly-formed Delaware corporation and wholly-owned subsidiary of Mountain Holding, Inc. (“New Equitable” and such subsidiary, the “Corebridge Merger Sub”), merging with and into Corebridge, with Corebridge surviving such merger as a wholly-owned subsidiary of New Equitable (the “Corebridge Merger”), (b) immediately following the consummation of the Corebridge Merger, Marcy Holding, Inc., a newly-formed Delaware corporation and a wholly-owned subsidiary of New Equitable (“Equitable Merger Sub”), merging with and into Equitable, with Equitable surviving such merger as a wholly-owned subsidiary of New Equitable (the “Equitable Merger” and, together with the Corebridge Merger, the “Mergers”), and (c) as of the closing of the Mergers (the “Closing”), changing the name of New Equitable from “Mountain Holding, Inc.” to “Equitable Holdings, Inc.” The Merger Agreement governs the terms and conditions of the Mergers, and is attached to this joint proxy statement/prospectus as Annex A.

In order to complete the Mergers, among other things:

 

•

Holders of Corebridge common stock, par value $0.01 (the “Corebridge Common Stock” and such stockholders, the “Corebridge Common Stockholders”) must adopt the Merger Agreement in accordance with Delaware General Corporation Law, referred to as the “DGCL,” which proposal is referred to as the “Corebridge Merger Agreement Proposal”; and

 

•

Holders of Equitable common stock, par value $0.01 (the “Equitable Common Stock” and such stockholders, the “Equitable Common Stockholders”) must adopt the Merger Agreement in accordance with DGCL, which proposal is referred to as the “Equitable Merger Agreement Proposal.”

Corebridge is holding a special meeting of its stockholders, which is referred to as the “Corebridge Special Meeting,” to obtain approval of (a) the Corebridge Merger Agreement Proposal, (b) on a non-binding advisory basis, the compensation that may be paid or become payable to the named executive officers of Corebridge in connection with the transactions contemplated by the Merger Agreement (which proposal is referred to as the “Corebridge Advisory Compensation Proposal”) and (c) the adoption of the Corebridge 2026 Employee Stock Purchase Plan (the “Corebridge ESPP,” and which proposal is referred to as the “Corebridge ESPP Proposal”). Corebridge Common Stockholders will also be asked to approve the proposal to adjourn the Corebridge Special Meeting to solicit additional proxies if there are not sufficient shares of Corebridge Common Stock represented (either in person or by proxy) and voting at the time of the Corebridge Special Meeting to approve the Corebridge Merger Agreement Proposal, which proposal is referred to as the “Corebridge Adjournment Proposal.”

Equitable is holding a special meeting of its stockholders, which is referred to as the “Equitable Special Meeting,” to obtain approval of (a) the Equitable Merger Agreement Proposal and (b) on a non-binding advisory basis, the compensation that may be paid or become payable to the named executive

 

1

officers of Equitable in connection with the transactions contemplated by the Merger Agreement (which proposal is referred to as the “Equitable Advisory Compensation Proposal”). Equitable Common Stockholders will also be asked to approve the proposal to adjourn the Equitable Special Meeting to solicit additional proxies if there are not sufficient shares of Equitable Common Stock represented (either in person or by proxy) and voting at the time of the Equitable Special Meeting to approve the Equitable Merger Agreement Proposal, which proposal is referred to as the “Equitable Adjournment Proposal.”

Your vote is very important.

 

Q:	When and where will each of the special meetings take place?

 

A:

The Corebridge Special Meeting will be held on [    ], 2026 at [  ], Eastern Time, virtually at http://[    ]. The Corebridge Special Meeting will be held online only and you will not be able to attend in person. Online check-in will begin at [    ], Eastern Time and you should allow ample time for the check-in procedures. If you are a stockholder of record as of the record date, you will be able to attend and participate in the Corebridge Special Meeting online, vote your shares electronically, submit your questions and access the list of Corebridge stockholders entitled to vote at the Corebridge Special Meeting during the Corebridge Special Meeting by logging in to the website listed above using the 16-digit control number included on your proxy card. We recommend that you log in a few minutes before the meeting time to ensure you are logged in when the Corebridge Special Meeting starts.

The Equitable Special Meeting will be held on [    ], 2026 at [    ], Eastern Time, virtually at http://[    ]. The Equitable Special Meeting will be held online only and you will not be able to attend in person. Online check-in will begin at [    ], Eastern Time and you should allow ample time for the check-in procedures. If you are a stockholder of record as of the record date, you will be able to attend and participate in the Equitable Special Meeting online, vote your shares electronically, submit your questions and access the list of Equitable stockholders entitled to vote at the Equitable Special Meeting during the Equitable Special Meeting by logging in to the website listed above using the 16-digit control number included on your proxy card. We recommend that you log in a few minutes before the meeting time to ensure you are logged in when the Equitable Special Meeting starts.

Even if you plan to attend your respective company’s special meeting, Corebridge and Equitable recommend that you submit a proxy to vote your shares in advance as described below so that your vote will be counted if you later decide not to or become unable to attend the applicable special meeting.

 

Q:	What matters will be considered at each of the special meetings?

 

A:	At the Corebridge Special Meeting, the Corebridge Common Stockholders will be asked to consider and vote on the following proposals:

 

•

Corebridge Proposal 1: the Corebridge Merger Agreement Proposal. To adopt the Merger Agreement;

 

•

Corebridge Proposal 2: the Corebridge Advisory Compensation Proposal. To approve, on a non-binding advisory basis, the compensation that may be paid or become payable to the named executive officers of Corebridge in connection with the transactions contemplated by the Merger Agreement;

 

•

Corebridge Proposal 3: the Corebridge ESPP Proposal. To adopt the Corebridge ESPP; and

 

•

Corebridge Proposal 4: the Corebridge Adjournment Proposal. To approve an adjournment of the Corebridge Special Meeting to solicit additional proxies if there are not sufficient shares of Corebridge Common Stock represented (either in person or by proxy) and voting at the time of the Corebridge Special Meeting to approve the Corebridge Merger Agreement Proposal.

At the Equitable Special Meeting, the Equitable Common Stockholders will be asked to consider and vote on the following proposals:

 

•

Equitable Proposal 1: the Equitable Merger Agreement Proposal. To adopt the Merger Agreement;

 

2

•

Equitable Proposal 2: the Equitable Advisory Compensation Proposal. To approve, on a non-binding advisory basis, the compensation that may be paid or become payable to the named executive officers of Equitable in connection with the transactions contemplated by the Merger Agreement; and

 

•

Equitable Proposal 3: the Equitable Adjournment Proposal. To approve an adjournment of the Equitable Special Meeting to solicit additional proxies if there are not sufficient shares of Equitable Common Stock represented (either in person or by proxy) and voting at the time of the Equitable Special Meeting to approve the Equitable Merger Agreement Proposal.

The approval of the Corebridge Merger Agreement Proposal and the Equitable Merger Agreement Proposal are conditions to the obligations of Corebridge and Equitable to complete the Mergers. None of the approvals of the Corebridge Advisory Compensation Proposal, the Corebridge ESPP Proposal, the Corebridge Adjournment Proposal, the Equitable Advisory Compensation Proposal or the Equitable Adjournment Proposal are conditions to the obligations of Corebridge and Equitable to complete the Mergers.

 

Q:	Does my vote matter?

 

A:	Yes, your vote is very important. The Mergers cannot be completed unless the Merger Agreement is adopted by each of the Corebridge Common Stockholders and the Equitable Common Stockholders.

For Corebridge Common Stockholders, whether or not you plan to attend the Corebridge Special Meeting, please take the time to submit your proxy through the Internet or by telephone by following the instructions listed on the enclosed proxy card, or to complete, date, sign and return the enclosed proxy card in the accompanying postage-paid reply envelope. We ask that you do so as promptly as possible to ensure that your shares of Corebridge Common Stock may be represented and voted at the Corebridge Special Meeting. If you do not return or submit your proxy or vote at the Corebridge Special Meeting as provided in this joint proxy statement/prospectus, the effect will be the same as a vote “AGAINST” the Corebridge Merger Agreement Proposal, but your failure to return or submit your proxy or vote at the Corebridge Special Meeting will have no effect on the Corebridge Advisory Compensation Proposal, the Corebridge ESPP Proposal or the Corebridge Adjournment Proposal. The Corebridge board of directors unanimously recommends that you vote “FOR” the Corebridge Merger Agreement Proposal, “FOR” the Corebridge Advisory Compensation Proposal, “FOR” the Corebridge ESPP Proposal and “FOR” the Corebridge Adjournment Proposal.

For Equitable Common Stockholders, whether or not you plan to attend the Equitable Special Meeting, please take the time to submit your proxy through the Internet or by telephone by following the instructions listed on the enclosed proxy card, or to complete, date, sign and return the enclosed proxy card in the accompanying postage-paid reply envelope. We ask that you do so as promptly as possible to ensure that your shares of Equitable Common Stock may be represented and voted at the Equitable Special Meeting. If you do not return or submit your proxy or vote at the Equitable Special Meeting as provided in this joint proxy statement/prospectus, the effect will be the same as a vote “AGAINST” the Equitable Merger Agreement Proposal, but your failure to return or submit your proxy or vote at the Equitable Special Meeting will have no effect on the Equitable Advisory Compensation Proposal or the Equitable Adjournment Proposal. The Equitable board of directors unanimously recommends that you vote “FOR” the Equitable Merger Agreement Proposal, “FOR” the Equitable Advisory Compensation Proposal and “FOR” the Equitable Adjournment Proposal.

 

Q:	What will Corebridge and Equitable stockholders receive if the Mergers are completed?

 

A:

If the Mergers are completed, each of your issued and outstanding shares of (a) Corebridge Common Stock (excluding any shares of Corebridge Common Stock owned by Corebridge, Equitable or any of their respective wholly-owned subsidiaries, or held in treasury by Corebridge (but not including any such shares

 

3

of Corebridge Common Stock owned by a Corebridge benefit plan, held on behalf of third parties or held by a public or private fund)), will be converted into, and become exchangeable for, 1.000 (the “Corebridge Exchange Ratio”) shares of common stock, par value $0.01 per share, of New Equitable (the “New Equitable Common Stock”), and (b) Equitable Common Stock (excluding (i) shares of Equitable Common Stock owned by Equitable, Corebridge or any of their respective wholly-owned subsidiaries, or held in treasury by Equitable (but not including any such shares of Equitable Common Stock owned by an Equitable benefit plan, held on behalf of third parties or held by a public or private fund), and (ii) outstanding performance share units granted under any Equitable stock plan) will be converted into, and become exchangeable for, 1.55516 (the “Equitable Exchange Ratio”) shares of New Equitable Common Stock. Each holder of Corebridge Common Stock or Equitable Common Stock who would otherwise be entitled to receive a fraction of a share of New Equitable Common Stock will receive a cash payment in lieu of such fractional share, calculated based on the average of the daily volume weighted average price per share of New Equitable Common Stock on the New York Stock Exchange (the “NYSE”) (as such daily volume weighted average price per share is reported by Bloomberg L.P. or, if not reported therein, in another authoritative source mutually selected by Equitable and Corebridge) calculated on the first business day immediately following the Closing.

In connection with the Mergers, each of the issued and outstanding shares of (a) Corebridge’s 6.875% Fixed Rate Reset Non-Cumulative Preferred Stock, Series A, par value $1.00 per share (the “Corebridge Preferred Stock”), will be converted into, and become exchangeable for, one share of a newly created series of preferred stock of New Equitable (the “Series 2 New Equitable Preferred Stock”), with substantially identical powers, preferences, privileges and rights as the Corebridge Preferred Stock, (b) Equitable’s Series A Fixed Rate Noncumulative Perpetual Preferred Stock, par value $1.00 per share (the “Equitable Series A Preferred Stock”), will be converted into, and become exchangeable for, one share of a newly created series of preferred stock of New Equitable (the “Series 1-A New Equitable Preferred Stock”), with substantially identical powers, preferences, privileges and rights as the Equitable Series A Preferred Stock, and (c) Equitable’s Series C Fixed Rate Noncumulative Perpetual Preferred Stock, par value $1.00 per share (the “Equitable Series C Preferred Stock” and together with Equitable Series A Preferred Stock, the “Equitable Preferred Stock”), will be converted into, and become exchangeable for, one share of a newly created series of preferred stock of New Equitable (the “Series 1-C New Equitable Preferred Stock” and, together with the Series 1-A New Equitable Preferred Stock and Series 2 New Equitable Preferred Stock, the “New Equitable Preferred Stock”), with substantially identical powers, preferences, privileges and rights as the Equitable Series C Preferred Stock.

For more information regarding the merger consideration, see the section of this joint proxy statement/prospectus titled “The Merger Agreement —Merger Consideration” beginning on page 156.

 

Q:	Will Corebridge equity awards be affected by the Mergers?

 

A:	At the effective time of the Corebridge Merger (the “Corebridge Effective Time”):

 

•

each option to purchase shares of Corebridge Common Stock (each, a “Corebridge Option”) that is outstanding and unexercised as of immediately prior to the Corebridge Effective Time, whether or not then vested or exercisable, will automatically be converted into an option (each, a “Converted Corebridge Option”) to acquire the number of whole shares of New Equitable Common Stock (rounded down to the nearest whole number of shares) equal to (a) the number of shares of Corebridge Common Stock subject to such Corebridge Option immediately prior to the Corebridge Effective Time multiplied by (b) 1.000, with an exercise price per share (rounded up to the nearest whole cent) equal to (i) the exercise price per share of such Corebridge Option immediately prior to the Corebridge Effective Time divided by (ii) 1.000, with the exercise price and the number of shares of New Equitable Common Stock purchasable pursuant to such Converted Corebridge Options to be determined in a manner consistent with the requirements of Section 409A of the Internal Revenue Code of 1986 (the “Code”). However, if Section 422 of the Code applies to any Converted Corebridge

 

4

Option, the exercise price and the number of shares of New Equitable Common Stock purchasable pursuant to such option will be determined in accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code. Each Converted Corebridge Option will otherwise continue to have, and will be subject to, the same terms and conditions as applied to the corresponding Corebridge Option immediately prior to the Corebridge Effective Time (including the requirement to perform continued services to satisfy applicable time-based vesting conditions (if any) and any “double-trigger” vesting provisions applicable to such Corebridge Option);

 

•

each restricted stock unit covering Corebridge Common Stock that vests solely based on continued service (each, a “Corebridge RSU”) that is outstanding as of immediately prior to the Corebridge Effective Time will automatically be converted into an award of restricted stock units (each, a “Converted Corebridge RSU Award”) corresponding to a number of shares of New Equitable Common Stock (rounded down to the nearest whole number of shares) equal to (1) the applicable number of shares of Corebridge Common Stock subject to such Corebridge RSU immediately prior to the Corebridge Effective Time multiplied by (2) 1.000. Each such Converted Corebridge RSU Award will otherwise continue to have, and will be subject to, the same terms and conditions as applied to the corresponding Corebridge RSU immediately prior to the Corebridge Effective Time (including the requirement to perform continued services to satisfy applicable time-based vesting conditions (if any) and any “double-trigger” vesting provisions applicable to such Corebridge RSUs);

 

•

each restricted stock unit covering shares of Corebridge Common Stock that has performance-based vesting conditions (each, a “Corebridge PSU”) that is outstanding as of immediately prior to the Corebridge Effective Time will automatically be converted into an award of restricted stock units that vests solely based on continued service through the third anniversary of the applicable grant date (each, a “Converted Corebridge PSU Award”) corresponding to a number of shares of New Equitable Common Stock (rounded down to the nearest whole number of shares) equal to (1) the applicable number of shares of Corebridge Common Stock subject to such Corebridge PSU immediately prior to the Corebridge Effective Time, with performance deemed to be achieved based on the greater of (A) target performance and (B) actual performance through the Corebridge Effective Time as determined by the Compensation and Management Development Committee of the Corebridge board of directors (the “Corebridge Compensation Committee”) in good faith consultation with Equitable, multiplied by (2) 1.000. Each such Converted Corebridge PSU Award will otherwise continue to have, and will be subject to, the same terms and conditions (other than performance-based vesting conditions) as applied to the corresponding Corebridge PSU immediately prior to the Corebridge Effective Time (including the requirement to perform continued services to satisfy applicable time-based vesting conditions and any “double-trigger” vesting provisions applicable to such Corebridge PSUs);

 

•

each deferred stock unit held by a current or former non-employee director of the Corebridge board of directors and covering shares of Corebridge Common Stock (each, a “Corebridge DSU”) that is outstanding as of immediately prior to the Corebridge Effective Time will automatically be converted into an award of deferred stock units (each, a “Converted Corebridge DSU Award”) corresponding to a number of shares of New Equitable Common Stock (rounded down to the nearest whole number of shares) equal to (1) the applicable number of shares of Corebridge Common Stock subject to such Corebridge DSU immediately prior to the Corebridge Effective Time multiplied by (2) 1.000. Each such Converted Corebridge DSU Award will otherwise continue to have, and will be subject to, the same terms and conditions as applied to the corresponding Corebridge DSU immediately prior to the Corebridge Effective Time (including with respect to settlement timing); and

 

•

any dividend equivalent rights associated with any Corebridge RSU, Corebridge PSU or Corebridge DSU will be treated in the same manner as the award to which such dividend equivalent rights relate in accordance with the Merger Agreement, in each case, pursuant to the terms of the relevant Corebridge

 

5

stock plan immediately prior to the Corebridge Effective Time, after giving effect to any applicable “change in control” provisions governing such right or award.

 

Q:	Will Equitable equity awards be affected by the Mergers?

 

A:	At the effective time of the Equitable Merger (the “Equitable Effective Time” and, together with the Corebridge Effective Time, the “Effective Time”):

 

•

each option to purchase shares of Equitable Common Stock (each, an “Equitable Option”) that is outstanding and unexercised as of immediately prior to the Equitable Effective Time, whether or not then vested or exercisable, will automatically be converted into an option (each, a “Converted Equitable Option”) to acquire the number of whole shares of New Equitable Common Stock (rounded down to the nearest whole number of shares) equal to (a) the number of shares of Equitable Common Stock subject to such Equitable Option immediately prior to the Equitable Effective Time multiplied by (b) 1.55516, with an exercise price per share (rounded up to the nearest whole cent) equal to (i) the exercise price per share of such Equitable Option immediately prior to the Equitable Effective Time divided by (ii) 1.55516, with the exercise price and the number of shares of New Equitable Common Stock purchasable pursuant to such Converted Equitable Options to be determined in a manner consistent with the requirements of Section 409A of the Code. However, if Section 422 of the Code applies to any Converted Equitable Option, the exercise price and the number of shares of New Equitable Common Stock purchasable pursuant to such option will be determined in accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code. Each Converted Equitable Option will otherwise continue to have, and will be subject to, the same terms and conditions as applied to the corresponding Equitable Option immediately prior to the Equitable Effective Time (including the requirement to perform continued services to satisfy applicable time-based vesting conditions (if any) and any “double-trigger” vesting provisions applicable to such Equitable Option);

 

•

each restricted stock unit covering Equitable Common Stock that vests solely based on continued service (each, an “Equitable RSU”) that is outstanding as of immediately prior to the Equitable Effective Time will automatically be converted into an award of restricted stock units (each, a “Converted Equitable RSU Award”) corresponding to a number of shares of New Equitable Common Stock (rounded down to the nearest whole number of shares) equal to (1) the applicable number of shares of Equitable Common Stock subject to such Equitable RSU immediately prior to the Equitable Effective Time multiplied by (2) 1.55516. Each such Converted Equitable RSU Award will otherwise continue to have, and will be subject to, the same terms and conditions as applied to the corresponding Equitable RSU immediately prior to the Equitable Effective Time (including the requirement to perform continued services to satisfy applicable time-based vesting conditions (if any) and any “double-trigger” vesting provisions applicable to such Equitable RSUs);

 

•

each performance share unit covering shares of Equitable Common Stock (each, an “Equitable Performance Share”) that is outstanding as of immediately prior to the Equitable Effective Time will automatically be converted into an award of restricted stock units that vests solely based on continued service through the third anniversary of the applicable grant date (each, a “Converted Equitable Performance Share”) corresponding to a number of shares of New Equitable Common Stock (rounded down to the nearest whole number of shares) equal to (1) the applicable number of shares of Equitable Common Stock underlying the Equitable Performance Shares immediately prior to the Equitable Effective Time, with performance deemed to be achieved based on the greater of (A) target performance and (B) actual performance through the Equitable Effective Time as determined by the Compensation and Talent Committee of the Equitable board of directors (the “Equitable Compensation Committee”) in good faith consultation with Corebridge, multiplied by (2) 1.55516. Each such Converted Equitable Performance Share will otherwise continue to have, and will be subject to, the same terms and conditions (other than performance-based vesting conditions) as applied to the

 

6

corresponding Equitable Performance Share immediately prior to the Equitable Effective Time (including the requirement to perform continued services to satisfy applicable time-based vesting conditions and any “double-trigger” vesting provisions applicable to such Equitable Performance Share); and

 

•

any dividend equivalent rights associated with any Equitable RSU or Equitable Performance Share will be treated in the same manner as the award to which such dividend equivalent rights relate in accordance with the Merger Agreement, in each case, pursuant to the terms of the relevant Equitable stock plan immediately prior to the Equitable Effective Time, after giving effect to any applicable “change in control” provisions governing such right or award.

 

Q:	How does the Corebridge board of directors recommend that I vote at the Corebridge Special Meeting?

 

A:	The Corebridge board of directors unanimously recommends that you vote “FOR” the Corebridge Merger Agreement Proposal, “FOR” the Corebridge Advisory Compensation Proposal, “FOR” the Corebridge ESPP Proposal and “FOR” the Corebridge Adjournment Proposal.

In considering the recommendations of the Corebridge board of directors, Corebridge stockholders should be aware that Corebridge’s directors and executive officers have interests in the Mergers that are different from, or in addition to, their interests as Corebridge stockholders. For a more complete description of these interests, see the information provided in the section of this joint proxy statement/prospectus titled “Interests of Corebridge Directors and Executive Officers in the Mergers” beginning on page 136.

 

Q:	How does the Equitable board of directors recommend that I vote at the Equitable Special Meeting?

 

A:	The Equitable board of directors unanimously recommends that you vote “FOR” the Equitable Merger Agreement Proposal, “FOR” the Equitable Advisory Compensation Proposal and “FOR” the Equitable Adjournment Proposal.

In considering the recommendations of the Equitable board of directors, Equitable stockholders should be aware that Equitable’s directors and executive officers have interests in the Mergers that are different from, or in addition to, their interests as Equitable stockholders. For a more complete description of these interests, see the information provided in the section of this joint proxy statement/prospectus titled “Interests of Equitable Directors and Executive Officers in the Mergers” beginning on page 143.

 

Q:	Who is entitled to vote at the Corebridge Special Meeting?

 

A:

Only holders of record of issued and outstanding Corebridge Common Stock as of the close of business on [    ], 2026, the record date for the Corebridge Special Meeting, are entitled to vote at, and only the holders of Corebridge Common Stock as of such record date are entitled to notice of the Corebridge Special Meeting and any adjournment or postponement of the Corebridge Special Meeting. Virtual attendance at the Corebridge Special Meeting is not required to have your shares voted at the Corebridge Special Meeting. See below and the section of this joint proxy statement/prospectus titled “The Corebridge Special Meeting—Methods of Voting” beginning on page 67 for instructions on how to submit a proxy to vote your shares without attending the Corebridge Special Meeting.

 

Q:	Who is entitled to vote at the Equitable Special Meeting?

 

A:

Only holders of record of issued and outstanding Equitable Common Stock as of the close of business on [    ], 2026, the record date for the Equitable Special Meeting, are entitled to vote at, and only the holders of Equitable Common Stock as of such record date are entitled to notice of the Equitable Special Meeting and any adjournment or postponement of the Equitable Special Meeting. Virtual attendance at the

 

7

Equitable Special Meeting is not required to have your shares voted at the Equitable Special Meeting. See below and the section of this joint proxy statement/prospectus titled “The Equitable Special Meeting—Methods of Voting” beginning on page 78 for instructions on how to submit a proxy to vote your shares without attending the Equitable Special Meeting.

 

Q:	What is a proxy?

 

A:

A proxy is a stockholder’s legal designation of another person, which is referred to as a “proxy,” to vote stock or shares of such stockholder’s stock at a stockholder meeting. The document used to designate a proxy to vote your shares of Corebridge Common Stock or Equitable Common Stock, as applicable, is referred to as a “proxy card.”

 

Q:	How many votes do I have for the Corebridge Special Meeting?

 

A:	Corebridge Common Stockholders may cast one vote for each share of Corebridge Common Stock held as of the record date for the Corebridge Special Meeting. As of the close of business on the record date, there were [    ] outstanding shares of Corebridge Common Stock.

 

Q:	How many votes do I have for the Equitable Special Meeting?

 

A:	Equitable Common Stockholders may cast one vote for each share of Equitable Common Stock held as of the record date for the Equitable Special Meeting. As of the close of business on the record date, there were [    ] outstanding shares of Equitable Common Stock.

 

Q:	What constitutes a quorum for the Corebridge Special Meeting?

 

A:	The holders of a majority of the outstanding shares of Corebridge Common Stock entitled to vote at the Corebridge Special Meeting must be present in person or represented by proxy in order to constitute a quorum at the Corebridge Special Meeting.

Virtual attendance at the Corebridge Special Meeting will constitute presence in person for the purpose of determining the presence of a quorum for the transaction of business at the Corebridge Special Meeting. Abstentions are considered present for purposes of establishing a quorum. Because none of the proposals to be voted on at the Corebridge Special Meeting are “routine” matters for which brokers may have discretionary authority to vote, no bank, broker or other nominee will be permitted to vote your shares of Corebridge Common Stock at the Corebridge Special Meeting without receiving your instructions. As such, we do not expect any broker non-votes at the Corebridge Special Meeting. Thus, if your shares are held in the name of a bank, broker or other nominee and you do not obtain and submit a “legal proxy” to vote such shares at the Corebridge Special Meeting or provide voting instructions to your bank or broker with respect to such shares, they will not be deemed present at the Corebridge Special Meeting for purposes of establishing a quorum.

 

Q:	What constitutes a quorum for the Equitable Special Meeting?

 

A:	The holders of a majority of the outstanding shares of Equitable Common Stock entitled to vote at the Equitable Special Meeting must be present in person or represented by proxy in order to constitute a quorum at the Equitable Special Meeting.

Virtual attendance at the Equitable Special Meeting will constitute presence in person for the purpose of determining the presence of a quorum for the transaction of business at the Equitable Special Meeting. Abstentions are considered present for purposes of establishing a quorum. Because none of the proposals to be voted on at the Equitable Special Meeting are “routine” matters for which brokers may have discretionary authority to vote, no bank, broker or other nominee will be permitted to vote your shares of

 

8

Equitable Common Stock at the Equitable Special Meeting without receiving your instructions. As such, we do not expect any broker non-votes at the Equitable Special Meeting. Thus, if your shares are held in the name of a bank, broker or other nominee and you do not obtain and submit a “legal proxy” to vote such shares at the Equitable Special Meeting or provide voting instructions to your bank or broker with respect to such shares, they will not be deemed present at the Corebridge Special Meeting for purposes of establishing a quorum.

 

Q:	What will happen to Corebridge and Equitable as a result of the Mergers?

 

A:

Upon Closing, Corebridge and Equitable will each become wholly-owned direct subsidiaries of New Equitable. Upon completion of the Corebridge Merger, the Corebridge Common Stock will be delisted from the NYSE and subsequently deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in accordance with applicable securities laws. Upon the completion of the Equitable Merger, the Equitable Common Stock and Equitable Preferred Stock will be delisted from the NYSE and subsequently deregistered under the Exchange Act in accordance with applicable securities laws.

 

Q:	Where will the common stock of New Equitable that I receive in the Mergers be publicly traded?

 

A:	The New Equitable Common Stock to be issued pursuant to the Mergers will be listed for trading on the NYSE under the ticker symbol “EQH” or such other ticker symbol as may be agreed by Corebridge and Equitable.

 

Q:	What happens if the Mergers are not completed?

 

A:

If the Corebridge Merger Agreement Proposal is not adopted by the Corebridge Common Stockholders or if the Equitable Merger Agreement Proposal is not adopted by the Equitable Common Stockholders, or if the Mergers are not completed for any other reason, Corebridge Common Stockholders and Equitable Common Stockholders will not receive any merger consideration in connection with the Mergers. Instead, each of Corebridge and Equitable will remain an independent public company. If the Merger Agreement is terminated under specified circumstances, the terminating party will be obligated to pay the other party a cash termination fee of $475,000,000. See the section of this joint proxy statement/prospectus titled “The Merger Agreement—Termination Fees” beginning on page 189 for a more detailed discussion of the termination fee.

 

Q:	What is a “broker non-vote”?

 

A:

Under NYSE rules, banks, brokers and other nominees may use their discretion to vote “uninstructed” shares (i.e., shares of record held by banks, brokers or other nominees, but with respect to which the beneficial owner of such shares has not provided instructions on how to vote on a particular proposal) with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. All of the proposals currently scheduled for consideration at the Corebridge Special Meeting and the Equitable Special Meeting are “non-routine” matters.

Generally, a broker non-vote occurs on an item when (i) a bank, broker or other nominee has discretionary authority to vote on one or more “routine” proposals to be voted on at a meeting of stockholders, but is not permitted to vote on other “non-routine” proposals without instructions from the beneficial owner of the shares and (ii) the beneficial owner fails to provide the bank, broker or other nominee with such instructions. Because none of the proposals to be voted on at the Corebridge Special Meeting or the Equitable Special Meeting are “routine” matters for which brokers may have discretionary authority to vote, no bank, broker or other nominee will be permitted to vote your shares of Corebridge Common Stock at the Corebridge Special Meeting or Equitable Common Stock at the Equitable Special Meeting, respectively, without receiving your instructions. As such, Corebridge and Equitable do not expect any broker non-votes at the Corebridge Special Meeting or the Equitable Special Meeting, respectively.

 

9

Q:	What stockholder vote is required for the approval of each proposal at the Corebridge Special Meeting? What will happen if I fail to vote or abstain from voting on each proposal at the Corebridge Special Meeting?

 

A:

Corebridge Proposal 1: the Corebridge Merger Agreement Proposal. Assuming a quorum is present at the Corebridge Special Meeting, the approval of the Corebridge Merger Agreement Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Corebridge Common Stock entitled to vote on such proposal. A failure to vote, a failure to provide instructions with respect to your shares held through a bank, broker or other nominee or an abstention will have the same effect as a vote “AGAINST” the Corebridge Merger Agreement Proposal.

Corebridge Proposal 2: the Corebridge Advisory Compensation Proposal. Assuming a quorum is present at the Corebridge Special Meeting, the approval of the Corebridge Advisory Compensation Proposal requires the affirmative vote of the holders of a majority of the shares of Corebridge Common Stock present in person or represented by proxy at the Corebridge Special Meeting and entitled to vote thereon. A stockholder’s (i) abstention on the Corebridge Advisory Compensation Proposal, (ii) voting on one or more of the other proposals to come before the Corebridge Special Meeting by proxy (but not voting on the Corebridge Advisory Compensation Proposal) or (iii) attending the Corebridge Special Meeting in person and not voting on the Corebridge Advisory Compensation Proposal (whether or not such stockholder votes in person on any other proposals to come before the Corebridge Special Meeting) will have the same effect as a vote “AGAINST” the Corebridge Advisory Compensation Proposal. However, assuming a quorum is present at the Corebridge Special Meeting, (i) the failure to attend the Corebridge Special Meeting in person or by proxy or (ii) failure to instruct your bank, broker or other nominee to vote any shares you hold through such intermediary will have no effect on the outcome of the Corebridge Advisory Compensation Proposal.

Corebridge Proposal 3: the Corebridge ESPP Proposal. Assuming a quorum is present at the Corebridge Special Meeting, the approval of the Corebridge ESPP Proposal requires the affirmative vote of the holders of a majority of the shares of Corebridge Common Stock present in person or represented by proxy at the Corebridge Special Meeting and entitled to vote thereon. A stockholder’s (i) abstention on the Corebridge ESPP Proposal, (ii) voting on one or more of the other proposals to come before the Corebridge Special Meeting by proxy (but not voting on the Corebridge ESPP Proposal) or (iii) attending the Corebridge Special Meeting in person and not voting on the Corebridge ESPP Proposal (whether or not such stockholder votes in person on any other proposals to come before the Corebridge Special Meeting) will have the same effect as a vote “AGAINST” the Corebridge ESPP Proposal. However, assuming a quorum is present at the Corebridge Special Meeting, (i) the failure to attend the Corebridge Special Meeting in person or by proxy or (ii) failure to instruct your bank, broker or other nominee to vote any shares you hold through such intermediary will have no effect on the outcome of the Corebridge ESPP Proposal.

Corebridge Proposal 4: the Corebridge Adjournment Proposal. Whether or not there is a quorum present at the Corebridge Special Meeting, approval of the Corebridge Adjournment Proposal requires the affirmative vote of the holders of a majority of the shares of Corebridge Common Stock present in person or represented by proxy at the Corebridge Special Meeting and entitled to vote thereon. A stockholder’s (i) abstention on the Corebridge Adjournment Proposal, (ii) voting on one or more of the other proposals to come before the Corebridge Special Meeting by proxy (but not voting on the Corebridge Adjournment Proposal) or (iii) attending the Corebridge Special Meeting in person and not voting on the Corebridge Adjournment Proposal (whether or not such stockholder votes in person on any other proposals to come before the Corebridge Special Meeting) will have the same effect as a vote “AGAINST” the Corebridge Adjournment Proposal. However, (i) the failure to attend the Corebridge Special Meeting in person or by proxy or (ii) failure to instruct your bank, broker or other nominee to vote any shares you hold through such intermediary will have no effect on the outcome of the Corebridge Adjournment Proposal.

 

10

Q:	What stockholder vote is required for the approval of each proposal at the Equitable Special Meeting? What will happen if I fail to vote or abstain from voting on each proposal at the Equitable Special Meeting?

 

A:

Equitable Proposal 1: the Equitable Merger Agreement Proposal. Assuming a quorum is present at the Equitable Special Meeting, the approval of the Equitable Merger Agreement Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Equitable Common Stock entitled to vote on such proposal. A failure to vote, a failure to provide instructions with respect to your shares held through a bank, broker or other nominee or an abstention will have the same effect as a vote “AGAINST” the Equitable Merger Agreement Proposal.

Equitable Proposal 2: the Equitable Advisory Compensation Proposal. Assuming a quorum is present at the Equitable Special Meeting, the approval of the Equitable Advisory Compensation Proposal requires the affirmative vote of the holders of a majority of the shares of Equitable Common Stock present in person or represented by proxy at the Equitable Special Meeting and entitled to vote thereon. A stockholder’s (i) abstention on the Equitable Advisory Compensation Proposal, (ii) voting on one or more of the other proposals to come before the Equitable Special Meeting by proxy (but not voting on the Equitable Advisory Compensation Proposal) or (iii) attending the Equitable Special Meeting in person and not voting on the Equitable Advisory Compensation Proposal (whether or not such stockholder votes in person on any other proposals to come before the Equitable Special Meeting) will have the same effect as a vote “AGAINST” the Equitable Advisory Compensation Proposal. However, assuming a quorum is present at the Equitable Special Meeting, (i) the failure to attend the Equitable Special Meeting in person or by proxy or (ii) failure to instruct your bank, broker or other nominee to vote any shares you hold through such intermediary will have no effect on the outcome of the Equitable Advisory Compensation Proposal.

Equitable Proposal 3: the Equitable Adjournment Proposal. Whether or not there is a quorum present at the Equitable Special Meeting, approval of the Equitable Adjournment Proposal requires the affirmative vote of the holders of a majority of the shares of Equitable Common Stock present in person or represented by proxy at the Equitable Special Meeting and entitled to vote thereon. A stockholder’s (i) abstention on the Equitable Adjournment Proposal, (ii) voting on one or more of the other proposals to come before the Equitable Special Meeting by proxy (but not voting on the Equitable Adjournment Proposal) or (iii) attending the Equitable Special Meeting in person and not voting on the Equitable Adjournment Proposal (whether or not such stockholder votes in person on any other proposals to come before the Equitable Special Meeting) will have the same effect as a vote “AGAINST” the Equitable Adjournment Proposal. However, (i) the failure to attend the Equitable Special Meeting in person or by proxy or (ii) failure to instruct your bank, broker or other nominee to vote any shares you hold through such intermediary will have no effect on the outcome of the Equitable Adjournment Proposal.

 

Q:	What if I hold shares in both Corebridge and Equitable?

 

A:

If you are both a Corebridge Common Stockholder and an Equitable Common Stockholder, you will receive two separate packages of proxy materials. A vote cast as a Corebridge Common Stockholder will not count as a vote cast as an Equitable Common Stockholder, and a vote cast as an Equitable Common Stockholder will not count as a vote cast as a Corebridge Common Stockholder. Therefore, please submit separate proxies for your shares of Corebridge Common Stock and your Equitable Common Stock.

 

Q:	How do I vote?

 

A:	Record Holders. Shares held directly in your name as the stockholder of record of Corebridge or the stockholder of record of Equitable, as applicable, may be voted in one of the following ways:

 

•

By Internet: Through the Internet by logging onto the website indicated on the enclosed proxy card and following the prompts using the control number located on the proxy card.

 

11

•

By Telephone: By calling (from the United States, Puerto Rico and Canada) the toll-free telephone number listed on the enclosed proxy card and following the prompts using the control number located on the proxy card.

 

•

By Mail: By completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

 

•

Voting Virtually at the Corebridge Special Meeting or the Equitable Special Meeting, as applicable: Shares held directly in your name as stockholder of record of Corebridge may be voted virtually at the Corebridge Special Meeting and shares held directly in your name as stockholder of record of Equitable may be voted virtually at the Equitable Special Meeting.

Shares in “street name.” If your shares are held in “street name” by a bank, broker or other nominee, you should follow the instructions you receive from your bank, broker or other nominee on how to vote your shares. Registered stockholders (and their duly authorized proxies) who attend the Corebridge Special Meeting and registered stockholders who attend the Equitable Special Meeting may vote their shares personally even if they previously have submitted a proxy to vote their shares.

Even if you plan to attend the Corebridge Special Meeting or the Equitable Special Meeting, as applicable, Corebridge and Equitable recommend that you submit a proxy to vote your shares in advance as described below so that your vote will be counted if you later decide not to or become unable to attend the respective meeting.

Additional information on attending the special meetings can be found under the section of this joint proxy statement/prospectus titled “The Corebridge Special Meeting” beginning on page 63 and under the section of this joint proxy statement/prospectus titled “The Equitable Special Meeting” beginning on page 75.

 

Q:	How do I ask questions at my respective special meeting?

 

A:

The Corebridge Special Meeting allows stockholders of record to submit questions during the Corebridge Special Meeting in the question box provided on the virtual meeting website. At the Corebridge Special Meeting, Corebridge will respond to as many inquiries that are relevant to the business of the meeting as time allows.

The Equitable Special Meeting allows stockholders of record to submit questions during the Equitable Special Meeting in the question box provided on the virtual meeting website. At the Equitable Special Meeting, Equitable will respond to as many inquiries that are relevant to the business of the meeting as time allows.

 

Q:	What if during the check-in time or during the respective special meeting I have technical difficulties or trouble accessing the virtual meeting website?

 

A:

Corebridge and Equitable will each have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting website. If you encounter any difficulties accessing the virtual meeting website during the check-in or meeting time, please call the technical support number that will be posted on the virtual meeting website log-in page at http://[    ] for the Corebridge Special Meeting and http://[    ] for the Equitable Special Meeting.

 

Q:	How can I vote my shares without attending my respective special meeting?

 

A:

Whether you hold your shares directly as a stockholder of record of Corebridge or a stockholder of record of Equitable or beneficially in “street name,” you may direct your vote by proxy without attending the Corebridge Special Meeting or the Equitable Special Meeting, as applicable. You can submit a proxy to vote over the Internet, or by telephone or by mail by following the instructions provided in the enclosed proxy card. Please note that if you hold shares beneficially in “street name,” you should follow the voting instructions provided by your bank, broker or other nominee.

 

12

Additional information on voting procedures can be found under the section of this joint proxy statement/prospectus titled “The Corebridge Special Meeting” beginning on page 63 and under the section of this joint proxy statement/prospectus titled “The Equitable Special Meeting” beginning on page 75.

 

Q:	What is the difference between holding shares as a stockholder of record and as a beneficial owner of shares held in “street name”?

 

A:

If your shares of Corebridge Common Stock are registered directly in your name with Broadridge Corporate Issuer Solutions, LLC, which is referred to as “Broadridge,” the transfer agent of Corebridge, you are considered the stockholder of record with respect to those shares. As the stockholder of record, you have the right to vote, or to grant a proxy to vote your shares directly to representatives of Corebridge or to a third party to vote your shares, at the Corebridge Special Meeting.

If your shares of Equitable Common Stock are registered directly in your name with Computershare Trust Company, N.A., which is referred to as “Computershare,” the transfer agent of Equitable, you are considered the stockholder of record with respect to those shares. As the stockholder of record, you have the right to vote, or to grant a proxy to vote your shares directly to representatives of Equitable or to a third party to vote your shares, at the Equitable Special Meeting.

If your shares of Corebridge or Equitable are held by a bank, broker or other nominee, you are considered the beneficial owner of shares held in “street name,” and your bank, broker or other nominee is considered the stockholder of record with respect to those shares. Your bank, broker or other nominee will send you, as the beneficial owner, a package describing the procedure for voting your shares, including a voting instruction form. You should follow the instructions provided by them to vote your shares. You are invited to attend the Corebridge Special Meeting or the Equitable Special Meeting, as applicable, however, you may not vote these shares through the Internet during the respective special meetings (or ask questions thereat) unless you obtain and submit a signed “legal proxy,” executed in your favor, from your bank, broker or other nominee that holds your shares, giving you the right to vote the shares at the applicable special meeting, and, if necessary, obtain a 16-digit control number to vote your shares at the applicable special meeting.

 

Q:	If my shares of Corebridge or Equitable are held in “street name” by my bank, broker or other nominee, will my bank, broker or other nominee automatically vote those shares for me?

 

A:

No. Your bank, broker or other nominee will only be permitted to vote your shares of Corebridge or Equitable, as applicable, if you instruct your bank, broker or other nominee how to vote. You should follow the procedures provided by your bank, broker or other nominee regarding the voting of your shares. Under the rules of the NYSE, banks, brokers and other nominees who hold shares of Corebridge or Equitable, as applicable, in “street name” for their customers have authority to vote on “routine” proposals when they have not received instructions from beneficial owners. However, banks, brokers and other nominees are prohibited from exercising their voting discretion with respect to non-routine matters, which includes all the proposals currently scheduled to be considered and voted on at each of the Corebridge Special Meeting and Equitable Special Meeting. As a result, absent specific instructions from the beneficial owner of such shares, banks, brokers and other nominees are not empowered to vote such shares.

For Corebridge Common Stockholders, whether or not you plan to attend the Corebridge Special Meeting, please take the time to submit your proxy through the Internet or by telephone by following the instructions listed on the enclosed proxy card, or to complete, date, sign and return the enclosed proxy card in the accompanying postage-paid reply envelope. We ask that you do so as promptly as possible to ensure that your shares of Corebridge Common Stock may be represented and voted at the Corebridge Special Meeting. The effect of not instructing your bank, broker or other nominee how you wish to vote your shares will be the same as a vote “AGAINST” the Corebridge Merger Agreement Proposal, but will not be counted as “FOR” or “AGAINST” and will have no effect on the Corebridge Advisory Compensation Proposal, the

 

13

Corebridge ESPP Proposal or the Corebridge Adjournment Proposal and will not be counted as present for purposes of establishing a quorum at the Corebridge Special Meeting.

For Equitable Common Stockholders, whether or not you plan to attend the Equitable Special Meeting, please take the time to submit your proxy through the Internet or by telephone by following the instructions listed on the enclosed proxy card, or to complete, date, sign and return the enclosed proxy card in the accompanying postage-paid reply envelope. We ask that you do so as promptly as possible to ensure that your shares of Equitable Common Stock may be represented and voted at the Equitable Special Meeting. The effect of not instructing your bank, broker or other nominee how you wish to vote your shares will be the same as a vote “AGAINST” the Equitable Merger Agreement Proposal, but will not be counted as “FOR” or “AGAINST” and will have no effect on the Equitable Advisory Compensation Proposal or the Equitable Adjournment Proposal and will not be counted as present for purposes of establishing a quorum at the Equitable Special Meeting.

 

Q:	What should I do if I receive more than one set of voting materials for the same special meeting?

 

A:

If you hold shares of Corebridge or Equitable in “street name” and also directly in your name as a stockholder of record or otherwise or if you hold shares of Corebridge or Equitable in more than one brokerage account, you may receive more than one set of voting materials relating to the same special meeting.

Record Holders. For shares held directly, please complete, sign, date and return each proxy card (or submit a proxy to cast your vote by telephone or Internet as provided on each proxy card or attend the applicable special meeting and vote your shares directly at such meeting) or otherwise follow the voting instructions provided in this joint proxy statement/prospectus in order to ensure that all of your shares of Corebridge or Equitable are voted.

Shares in “street name.” For shares held in “street name” through a bank, broker or other nominee, you should follow the procedures provided by your bank, broker or other nominee to vote your shares.

 

Q:	If a stockholder gives a proxy, how are the shares of Corebridge Common Stock or Equitable Common Stock voted?

 

A:

Regardless of the method you choose to submit a proxy to vote your shares, the individuals named on the enclosed proxy card will vote your shares of Corebridge Common Stock or Equitable Common Stock, as applicable, in the way that you indicate. When completing the Internet or telephone processes or the proxy card, you may specify whether your shares of Corebridge Common Stock or Equitable Common Stock, as applicable, should be voted for or against, or abstain from voting on, all, some or none of the specific items of business to come before the respective special meeting.

 

Q:	How will my shares of Corebridge Common Stock be voted if I return a blank proxy?

 

A:

If you sign, date and return your proxy and do not indicate how you want your shares of Corebridge Common Stock to be voted, then your shares of Corebridge Common Stock will be voted “FOR” the Corebridge Merger Agreement Proposal, “FOR” the Corebridge Advisory Compensation Proposal, “FOR” the Corebridge ESPP Proposal and “FOR” the Corebridge Adjournment Proposal.

 

Q:	How will my shares of Equitable Common Stock be voted if I return a blank proxy?

 

A:

If you sign, date and return your proxy and do not indicate how you want your shares of Equitable Common Stock to be voted, then your shares of Equitable Common Stock will be voted “FOR” the Equitable Merger Agreement Proposal, “FOR” the Equitable Advisory Compensation Proposal and “FOR” the Equitable Adjournment Proposal.

 

14

Q:	Can I change my vote after I have submitted my proxy?

 

A:	Any Corebridge Common Stockholder or Equitable Common Stockholder, as applicable, giving a proxy has the right to revoke it before the proxy is exercised at the applicable special meeting by any of the following:

 

•

subsequently submitting a new, validly executed proxy (including by submitting a proxy via the Internet or telephone) that is received by the deadline specified on the accompanying proxy card;

 

•

giving written notice of your revocation to Corebridge’s Corporate Secretary or Equitable’s Corporate Secretary, as applicable; or

 

•

you can virtually attend the applicable special meeting and vote through the Internet at the applicable special meeting by visiting http://[    ] for Corebridge and http://[    ], for Equitable, respectively. To attend the meeting and vote, you will need the 16-digit control number included in your proxy card, and if you hold in “street name” you will need to obtain and submit a signed “legal proxy” from your bank, broker or other nominee giving you the right to vote the shares at the applicable special meeting. Simply attending the meeting will not, by itself, revoke your proxy.

Execution or revocation of a proxy will not in any way affect your right to attend the applicable special meeting and vote. Written notices of revocation and other communications with respect to the revocation of proxies should be addressed:

 

if you are a Corebridge Common Stockholder:		if you are an Equitable Common Stockholder:
Corebridge Financial, Inc. 2919 Allen Parkway Woodson Tower Houston, Texas 77019 Attention: Corporate Secretary		Equitable Holdings, Inc. 1345 Avenue of the Americas New York, New York 10105 Attention: Corporate Secretary

 

Q:	If I hold my shares in “street name,” can I change my voting instructions after I have submitted voting instructions to my bank, broker or other nominee?

 

A:	If your shares are held in the name of a bank, broker or other nominee and you previously provided voting instructions to your bank, broker or other nominee, you should follow the instructions provided by your bank, broker or other nominee to revoke or change your voting instructions.

 

Q:	Where can I find the voting results of the special meetings?

 

A:

The preliminary voting results for each special meeting will be announced at that special meeting. In addition, within four business days following certification of the final voting results, each of Corebridge and Equitable intends to file the final voting results of its respective special meeting with the U.S. Securities and Exchange Commission (the “SEC”) on a Current Report on Form 8-K.

 

Q:	Are Corebridge stockholders or Equitable stockholders entitled to appraisal rights in connection with the Mergers?

 

A:	No. No appraisal rights will be available to Corebridge stockholders or Equitable stockholders in connection with the Mergers.

 

Q:	Are there any risks that I should consider in deciding whether to vote for the approval of the Corebridge Merger Agreement Proposal or the Equitable Merger Agreement Proposal?

 

A:	Yes. You should read and carefully consider the risk factors set forth in the section of this joint proxy statement/prospectus titled “Risk Factors” beginning on page 44. You also should read and carefully

 

15

consider the risk factors of Corebridge and Equitable contained in the documents that are incorporated by reference into this joint proxy statement/prospectus. See the section of this joint proxy statement/prospectus titled “Where You Can Find More Information” beginning on page 250.

 

Q:	What happens if I sell my shares of Corebridge or Equitable before the respective special meeting?

 

A:

The record date for Corebridge Common Stockholders entitled to vote at the Corebridge Special Meeting is earlier than the date of the Corebridge Special Meeting, and the record date for Equitable Common Stockholders entitled to vote at the Equitable Special Meeting is earlier than the date of the Equitable Special Meeting. If you transfer your shares of Corebridge Common Stock or Equitable Common Stock after the applicable record date but before the applicable special meeting, you will, unless special arrangements are made, retain your right to vote at the applicable special meeting.

 

Q:	Who will solicit and pay the cost of soliciting proxies?

 

A:

Corebridge has engaged Innisfree M&A Incorporated, which is referred to as “Innisfree,” to assist in the solicitation of proxies for the Corebridge Special Meeting. Corebridge estimates that it will pay Innisfree a fee of approximately $180,000 plus reimbursement for costs and expenses. Corebridge has agreed to indemnify Innisfree against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions).

Equitable has engaged D.F. King & Co., Inc., which is referred to as “D.F. King,” to assist in the solicitation of proxies for the Equitable Special Meeting. Equitable estimates that it will pay D.F. King a fee of approximately $65,000 plus reimbursement for costs and expenses. Equitable has agreed to indemnify D.F. King against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions).

Corebridge and Equitable also may be required to reimburse banks, brokers and other custodians, nominees and fiduciaries or their respective agents for their expenses in forwarding proxy materials to beneficial owners of shares of Corebridge and Equitable, respectively. Corebridge’s directors, officers and employees and Equitable’s directors, officers and employees also may solicit proxies by telephone, by electronic means or in person. They will not be paid any additional amounts for soliciting proxies.

 

Q:	What are the United States federal income tax consequences of the transactions contemplated by the Merger Agreement to Corebridge Common Stockholders and Equitable Common Stockholders?

 

A:

For U.S. federal income tax purposes, the Mergers, taken together, are intended to qualify as a transaction described in Section 351 of the Code. It is a condition to Corebridge’s obligation to complete the Corebridge Merger that Corebridge receive a written opinion of its counsel, Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”) to the effect that the Mergers, taken together, will be treated as a transaction described in Section 351 of the Code. It is a condition to Equitable’s obligation to complete the Equitable Merger that Equitable receive an opinion of its counsel, Paul, Weiss, Rifkind, Wharton & Garrison LLP (“Paul, Weiss”) to the effect that the Mergers, taken together, will be treated as a transaction described in Section 351 of the Code. Accordingly, on the basis of such opinions, no gain or loss will be recognized by Corebridge Common Stockholders or Equitable Common Stockholders on the exchange of their common stock for New Equitable Common Stock, except with respect to cash received in lieu of fractional shares (if any).

You should read the section of this joint proxy statement/prospectus titled “U.S. Federal Income Tax Consequences” beginning on page 223 for a more complete discussion of the U.S. federal income tax consequences related to the transactions contemplated by the Merger Agreement.

 

Q:	When are the transactions contemplated by the Merger Agreement expected to be completed?

 

A:	Subject to the satisfaction or waiver of the Closing conditions described in the section of this joint proxy statement/prospectus titled “The Merger Agreement—Conditions to the Completion of the Mergers”

 

16

beginning on page 186, including the approval of the Corebridge Merger Agreement Proposal by Corebridge Common Stockholders at the Corebridge Special Meeting and the approval of the Equitable Merger Agreement Proposal by Equitable Common Stockholders at the Equitable Special Meeting, the transactions contemplated by the Merger Agreement are expected to be completed by year-end of 2026. However, neither Corebridge nor Equitable can predict the actual date on which the transactions will be completed, or if the transactions will be completed at all, because Closing is subject to conditions and factors outside the control of both companies. Corebridge and Equitable intend to complete the transactions contemplated by the Merger Agreement as soon as reasonably practicable. See also the sections of this joint proxy statement/prospectus titled “The Mergers—Regulatory Approvals and Clearances Required for the Mergers” beginning on page 152 and “The Merger Agreement—Efforts to Complete the Mergers” beginning on page 180.

 

Q:	What are the conditions to Closing of the transactions contemplated by the Merger Agreement?

 

A:

In addition to the adoption of the Merger Agreement by Corebridge Common Stockholders and Equitable Common Stockholders, as described above, Closing of the Mergers is subject to the satisfaction or waiver of certain conditions, including: (a) the approval for listing on the NYSE, subject to official notice of issuance, of shares of New Equitable Common Stock, Series 1-A New Equitable Preferred Stock and Series 1-C New Equitable Preferred Stock issuable in accordance with the Merger Agreement; (b) 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 (the “HSR Act”), approvals from insurance regulators in Arizona, Colorado, Missouri, New York, Texas and Vermont, and approvals of certain other domestic and foreign regulators; (c) the absence of governmental restraints or prohibitions preventing the consummation of either of the Mergers; (d) the SEC having declared the registration statement on Form S-4, of which this joint proxy statement/prospectus forms a part, effective under the Securities Act of 1933, as amended (the “Securities Act”), and the absence of any stop order or proceeding by the SEC suspending such effectiveness, unless subsequently withdrawn; (e) the receipt by each party of a tax opinion, in form and substance reasonably satisfactory to such party, providing that the Mergers, taken together, will qualify as a transaction described in Section 351 of the Code; and (f) the consent of Equitable clients representing 75% of Equitable’s 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.

The obligation of each of Corebridge and Equitable to consummate the Mergers is also conditioned on, among other things, (i) 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), (ii) each of Corebridge, Equitable, New Equitable, 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 (iii) no “material adverse effect” having occurred with respect to either Corebridge or Equitable that is continuing.

 

Q:	What should I do now?

 

A:

You should read this joint proxy statement/prospectus carefully and in its entirety, including the annexes, and submit a proxy containing your voting instructions by telephone or over the Internet by following the instructions on the enclosed proxy card, or return your completed, signed and dated proxy card(s) by mail in the enclosed postage-paid envelope, as soon as possible so that your shares will be voted in accordance with your instructions.

Please do not submit your stock certificates (if any) at this time. If the transactions contemplated by the Merger Agreement are completed, you will receive written instructions for surrendering your stock certificates (if any) in exchange for New Equitable Common Stock.

 

17

Q:	Whom do I contact if I have questions about the Corebridge Special Meeting, the Equitable Special Meeting or the transactions contemplated by the Merger Agreement?

 

A:	If you have questions about the Corebridge Special Meeting, the Equitable Special Meeting or the transactions contemplated by the Merger Agreement, or desire additional copies of this joint proxy statement/prospectus or additional proxies, you may contact:

 

if you are a Corebridge Common Stockholder:		if you are an Equitable Common Stockholder:
Innisfree M&A Incorporated 501 Madison Avenue 19th Floor New York, New York 10022 Stockholders Call Toll-Free: (877) 800-5192		D.F. King Co., Inc. 28 Liberty Street 53rd Floor New York, New York 10005 Stockholders Call Toll-Free: (800) 967-7510
Banks & Brokers Call Collect: (212) 750-5833		Banks & Brokers Call Collect: (646) 602-4900 Email: Equitable@dfking.com

 

Q:	Where can I find more information about Corebridge and Equitable?

 

A:	You can find more information about Corebridge and Equitable from various sources described in the section of this joint proxy statement/prospectus titled “Where You Can Find More Information” beginning on page 250.

 

18

 

19

 

20

 

21

 

22

 

23

 

24

 

25

 

26

 

27

 

28

 

29

 

30

 

31

 

32

 

33

 

34

 

35

 

36

 

37

 

38

 

39

 

40

 

41

 

42

 

43

RISK FACTORS

In addition to the other information contained in or incorporated by reference into this joint proxy statement/prospectus, you should consider carefully the following risk factors, including the matters addressed under the caption “Cautionary Statement Regarding Forward-Looking Statements.” You should also read and consider the risks associated with the business of Corebridge and the risks associated with the business of Equitable because these risks will also affect New Equitable. The risks associated with the business of Corebridge can be found in the Corebridge Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 11, 2026, which is incorporated by reference into this joint proxy statement/prospectus. See the section of this joint proxy statement/prospectus titled “Where You Can Find More Information” beginning on page 250. The risks associated with the business of Equitable can be found in the Equitable Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 25, 2026, which is incorporated by reference into this joint proxy statement/prospectus. See the section of this joint proxy statement/prospectus titled “Where You Can Find More Information” beginning on page 250.

Risks Relating to the Mergers

Because the exchange ratios are fixed and will not be adjusted in the event of any change in either Corebridge’s stock price or Equitable’s stock price, the value of the shares of New Equitable is uncertain.

Upon completion of the Mergers, each issued and outstanding share of (a) Corebridge Common Stock (excluding any shares of Corebridge Common Stock owned by Corebridge, Equitable or any of their respective wholly-owned subsidiaries, or held in treasury by Corebridge (but not including any such shares of Corebridge Common Stock owned by a Corebridge benefit plan, held on behalf of third parties or held by a public or private fund)), will be converted into, and become exchangeable for, 1.000 shares of New Equitable Common Stock, which ratio is referred to as the “Corebridge Exchange Ratio,” and (b) Equitable Common Stock (excluding (i) shares of Equitable Common Stock owned by Equitable, Corebridge or any of their respective wholly-owned subsidiaries, or held in treasury by Equitable (but not including any such shares of Equitable Common Stock owned by an Equitable benefit plan, held on behalf of third parties or held by a public or private fund), and (ii) outstanding performance share units granted under any Equitable stock plan) will be converted into, and become exchangeable for, 1.55516 shares of New Equitable Common Stock, which ratio is referred to as the “Equitable Exchange Ratio.” Each holder of Corebridge Common Stock or Equitable Common Stock who would otherwise be entitled to receive a fraction of a share of New Equitable Common Stock will receive a cash payment in lieu of such fractional share, calculated based on the average of the daily volume weighted average price per share of New Equitable Common Stock on the NYSE (as such daily volume weighted average price per share is reported by Bloomberg L.P. or, if not reported therein, in another authoritative source mutually selected by Equitable and Corebridge) calculated on the first business day immediately following the Closing.

The Corebridge Exchange Ratio and Equitable Exchange Ratio are fixed, which means that they will not change between now and the date of completion of the Mergers, regardless of whether the market price of either Corebridge Common Stock or Equitable Common Stock changes. The market prices of the Corebridge Common Stock and Equitable Common Stock have fluctuated since the date of the announcement of the Merger Agreement and will continue to fluctuate from the date of this joint proxy statement/prospectus to the date of the Corebridge Special Meeting and the Equitable Special Meeting, and the date the Mergers are consummated. The market price of New Equitable Common Stock, when received by Corebridge Common Stockholders and Equitable Common Stockholders after the Mergers are completed, could be greater than, less than or the same as the market price of Corebridge Common Stock or Equitable Common Stock on the date of this joint proxy statement/prospectus or at the time of the Corebridge Special Meeting or Equitable Special Meeting.

Stock price changes may result from a variety of factors, including, among others:

 

•

general market and economic conditions;

 

•

changes in Corebridge and Equitable’s respective businesses, operations and prospects;

 

44

•

market assessments of the likelihood that the Mergers will be completed;

 

•

interest rates, general market, industry and economic conditions and other factors generally affecting the respective prices of Corebridge Common Stock and Equitable Common Stock;

 

•

federal, state and local legislation, governmental regulation and legal developments in Corebridge and Equitable’s respective businesses; and

 

•

the timing of the Mergers and regulatory considerations.

Many of these factors are beyond Corebridge and Equitable’s control, and neither Corebridge nor Equitable are permitted to terminate the Merger Agreement solely due to a decline in the market price of the other party. You are urged to obtain current stock price quotations for Corebridge Common Stock and Equitable Common Stock in determining whether to vote for adoption of the Corebridge Merger Agreement Proposal in the case of Corebridge Common Stockholders or the Equitable Merger Agreement Proposal in the case of Equitable Common Stockholders.

Corebridge Common Stockholders and Equitable Common Stockholders will each have reduced ownership in New Equitable.

Upon consummation of the Mergers, each Corebridge Common Stockholder and each Equitable Common Stockholder will become a stockholder of New Equitable, with a percentage ownership of New Equitable that is smaller than such stockholder’s percentage ownership of Corebridge or Equitable, as applicable, immediately prior to the Mergers. Accordingly, Corebridge Common Stockholders and Equitable Common Stockholders will have less ownership of New Equitable than they now have of Corebridge or Equitable, as applicable.

Until the completion of the Mergers or the termination of the Merger Agreement in accordance with its terms, Corebridge and Equitable are each prohibited from entering into certain transactions and taking certain actions that might otherwise be beneficial to Corebridge or Equitable and their stockholders, respectively.

After the date of the Merger Agreement and prior to the Effective Time, the Merger Agreement restricts Corebridge and Equitable from taking specified actions without the written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed) and requires that the business of each company and its respective subsidiaries be conducted in all material respects in the ordinary course of business consistent with past practice. These restrictions may prevent Corebridge or Equitable from making appropriate changes to their respective businesses or organizational structures or from pursuing attractive business opportunities that may arise prior to the completion of the Mergers and could have the effect of delaying or preventing other strategic transactions. Adverse effects arising from the pendency of the Mergers could be exacerbated by any delays in consummation of the Mergers or termination of the Merger Agreement. See the section of this joint proxy statement/prospectus titled “The Merger Agreement—Conduct of Business Prior to Closing” beginning on page 170.

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

The completion of the Mergers 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 New Equitable Common Stock, Series 1-A New Equitable Preferred Stock and Series 1-C New Equitable Preferred Stock issuable in accordance with the Merger

 

45

Agreement; (d) the receipt of requisite regulatory approvals or clearances, including the expiration or termination of the applicable waiting period under the HSR Act, approvals from insurance regulators in Arizona, Colorado, Missouri, New York, Texas and Vermont, and approvals of certain other domestic and foreign regulators (see the section of this joint proxy statement/prospectus titled “The Mergers—Regulatory Approvals and Clearances Required for the Mergers” beginning on page 152 for more information); (e) the absence of governmental restraints or prohibitions preventing the consummation of either of the Mergers; (f) the SEC having declared the registration statement on Form S-4, of which this joint proxy statement/prospectus forms a part, 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 Mergers, taken together, will qualify as a transaction described in Section 351 of the Code; and (h) the consent of Equitable clients representing 75% of Equitable’s 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.

The obligation of each of Corebridge and Equitable to consummate the Mergers is also conditioned on, among other things, (i) 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), (ii) each of Corebridge, Equitable, New Equitable, 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 (iii) no “material adverse effect” having occurred with respect to either Corebridge or Equitable that is continuing.

There can be no assurance that the conditions to the completion of the Mergers 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 Mergers could cause the parties not to realize, or to be delayed in realizing, some or all of the benefits that the parties expect to achieve in the Mergers. if the conditions to the completion of the Mergers are not satisfied or waived, the Mergers may not be completed within the expected time frame or at all. For a more complete summary of the conditions that must be satisfied or waived prior to completion of the Mergers, see the section of this joint proxy statement/prospectus titled “The Merger Agreement—Conditions to the Completion of the Mergers” beginning on page 186.

Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated or cannot be met.

Before the transactions contemplated by the Merger Agreement can be completed, various approvals or clearances must be obtained from regulators in the United States and other countries. In deciding whether to grant these approvals or clearances, the relevant governmental entities will consider a variety of factors, including the regulatory standing of each of the parties. An adverse development in either party’s regulatory standing or other factors could result in an inability to obtain one or more of the required regulatory approvals or clearances or delay receipt of required approvals or clearances.

The terms of the approvals that are granted may impose conditions, limitations, obligations or costs, or place restrictions on the conduct of Corebridge or Equitable’s business or require changes to the terms of the transactions contemplated by the Merger Agreement. There can be no assurance that regulators will not impose any such conditions, limitations, obligations or restrictions and that such conditions, limitations, obligations or restrictions will not have the effect of delaying the completion of any of the transactions contemplated by the Merger Agreement, imposing additional material costs on or otherwise reducing the anticipated benefits of the Mergers if the Mergers were consummated successfully within the expected timeframe. Nor can there be any assurance that any such conditions, terms, obligations or restrictions will not result in the delay or abandonment of the transaction. Additionally, the completion of the Mergers is conditioned on the absence of governmental restraints or prohibitions preventing the consummation of either of the Mergers.

 

46

While the Mergers are pending, Corebridge and Equitable will be subject to business uncertainties.

The Mergers will happen only if the stated conditions are satisfied or waived, including, among others, the approval of the Corebridge Merger Agreement Proposal 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 Equitable Merger Agreement Proposal 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.

Many of the conditions are outside the companies’ control, and both Corebridge and Equitable have certain rights to terminate the Merger Agreement. Uncertainty regarding the outcome of the Mergers or the companies’ prospects could disrupt their business relationships with their 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 Corebridge or Equitable or seek to delay or defer entering into contracts or other commercial arrangements with Corebridge or Equitable, which could have a material adverse effect on their business, results of operations and financial condition, regardless of whether the Mergers are ultimately completed. Such uncertainty could also adversely affect Corebridge and Equitable’s ability to recruit and retain key personnel and other employees.

The Merger Agreement also contains pre-Closing covenants that requires each of Corebridge and Equitable to conduct their respective businesses in all material respects in the ordinary course of business, and restricts what each of Corebridge and Equitable can do prior to completion of the Mergers, including, during the pendency of the Mergers, their ability to pursue strategic transactions, undertake certain significant financing transactions and other actions, even if such actions would prove beneficial and may cause Corebridge or Equitable to forgo certain opportunities they might otherwise pursue.

Corebridge and Equitable have expended, and continue to expend, significant management time and resources in an effort to complete the Mergers, which may have a negative impact on their respective ongoing business and operations.

Failure to attract, motivate and retain executives and other key employees could diminish the anticipated benefits of the Mergers.

The success of the Mergers will depend in part on the retention of personnel critical to the business and operations of New Equitable due to, for example, their technical skills, institutional knowledge or management expertise. Competition for qualified personnel can be intense.

Current and prospective employees of Corebridge and Equitable may experience uncertainty about their future role with Corebridge and Equitable until strategies with regard to these employees are announced or executed, which may impair Corebridge and Equitable’s ability to attract, retain and motivate key personnel prior to and following the Mergers. Employee retention may be particularly challenging during the pendency of the Mergers, as employees of Corebridge and Equitable may experience uncertainty about their future roles with New Equitable. If Corebridge and Equitable are unable to retain personnel, Corebridge and Equitable could face disruptions in their operations, loss of existing business partners, loss of key information, expertise or know-how, and unanticipated additional recruitment and training costs. In addition, the loss of key personnel could diminish the anticipated benefits of the Mergers.

If key employees of Corebridge or Equitable depart, New Equitable may have to incur significant costs in identifying, hiring and retaining replacements for departing employees and may lose significant expertise and talent relating to the business of each of Corebridge or Equitable, and New Equitable’s ability to realize the anticipated benefits of the Mergers may be adversely affected. In addition, there could be disruptions to or distractions for the workforce and management associated with integrating employees into New Equitable. Accordingly, no assurance can be given that New Equitable will be able to attract or retain key employees of

 

47

Corebridge or Equitable to the same extent that those companies have been able to attract or retain their own employees in the past.

Failure to complete the Mergers could adversely affect Corebridge or Equitable, including in the event either Corebridge or Equitable is required to pay the termination fee.

Corebridge or Equitable may terminate the Merger Agreement under specified circumstances, including, among others, if the Mergers are 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 Equitable, or vice versa, of a termination fee of $475,000,000 under specified circumstances. See the section of this joint proxy statement/prospectus titled “The Merger Agreement—Termination of the Merger Agreement” beginning on page 188 and the section of this joint proxy statement/prospectus titled “The Merger Agreement—Termination Fees” beginning on page 189 for a more complete discussion of the circumstances under which the Merger Agreement could be terminated and when a termination fee may be payable by Corebridge or Equitable.

If Corebridge or Equitable is required to pay the termination fee, such company 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 such company’s business, results of operations and financial condition.

If the Mergers are not completed for any reason, Corebridge and/or Equitable’s ongoing business may be adversely affected and will be subject to certain risks, including, among others, the following:

 

•

the market price of Corebridge Common Stock or Equitable Common Stock (which may reflect a market assumption that the Mergers will be completed) may decline, or Corebridge and/or Equitable may experience other negative reactions from the financial markets;

 

•

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

 

•

Corebridge and/or Equitable may experience negative reactions from their business partners, regulators and employees;

 

•

failure to complete the Mergers may result in negative publicity or result in a negative impression of Corebridge and/or Equitable in the investment community and with respective policyholders and other stakeholders; and

 

•

matters relating to the Mergers require substantial commitments of time and resources by Corebridge and Equitable’s management, which would otherwise have been devoted to day-to-day operations and other opportunities that may have been beneficial to Corebridge and/or Equitable as an independent company.

The directors and executive officers of Corebridge and Equitable have interests and arrangements that may be different from, or in addition to, those of Corebridge stockholders and Equitable stockholders generally.

When considering the recommendations of the boards of directors of Corebridge or Equitable, as applicable, with respect to the proposals described in this joint proxy statement/prospectus, Corebridge stockholders and Equitable stockholders should be aware that the directors and executive officers of each of Corebridge and Equitable may have interests in the Mergers and have arrangements that are different from, or in addition to, those of Corebridge stockholders and Equitable stockholders generally. These interests and arrangements include the continued employment of certain executive officers of Corebridge and Equitable by New Equitable or its subsidiaries, the continued service of certain independent directors of Corebridge and Equitable as directors of New Equitable or its subsidiaries, the treatment in the Mergers of outstanding equity, other equity-based and

 

48

incentive awards, other compensation and benefit arrangements and the right to continued indemnification and insurance coverage for former Corebridge and Equitable directors and officers by New Equitable.

Corebridge Common Stockholders and Equitable Common Stockholders should be aware of these interests when they consider the recommendations of the respective Corebridge and Equitable boards of directors that they vote to approve and adopt the Merger Agreement.

The Corebridge and Equitable boards of directors were aware of these interests and considered these interests, among other matters, when each approved and declared advisable the Merger Agreement and the transactions contemplated by the Merger Agreement on the terms and subject to the conditions set forth in the Merger Agreement and recommended that Corebridge Common Stockholders approve the Corebridge Merger Agreement Proposal, the Corebridge Advisory Compensation Proposal, the Corebridge ESPP Proposal and the Corebridge Adjournment Proposal, and that the Equitable Common Stockholders approve the Equitable Merger Agreement Proposal, the Equitable Advisory Compensation Proposal and the Equitable Adjournment Proposal. The interests of Corebridge and Equitable directors and executive officers are described in more detail in the sections of this joint proxy statement/prospectus titled “Interests of Corebridge Directors and Executive Officers in the Mergers” beginning on page 136 and “Interests of Equitable Directors and Executive Officers in the Mergers” beginning on page 143.

Corebridge or Equitable may waive one or more of the Closing conditions without re-soliciting stockholder approval.

Corebridge or Equitable may determine to waive, in whole or part, one or more of the conditions of its obligations to consummate the Mergers. Corebridge and Equitable currently expect to evaluate the materiality of any waiver and its effect on Corebridge Common Stockholders or Equitable Common Stockholders, as applicable, in light of the facts and circumstances at the time to determine whether any amendment of this joint proxy statement/prospectus or any re-solicitation of proxies or voting cards is required in light of such waiver. Any determination regarding whether to waive any condition to the Mergers or as to re-soliciting stockholder approval or amending this joint proxy statement/prospectus as a result of a waiver will be made by Corebridge or Equitable, as applicable, at the time of such waiver based on the facts and circumstances as they exist at that time.

The Merger Agreement contains provisions that could discourage a potential competing acquirer that might be willing to pay more to acquire or merge with Corebridge or Equitable.

The Merger Agreement contains “no shop” provisions that restrict each of Corebridge and Equitable’s ability to, among other things (each as described in the section of this joint proxy statement/prospectus titled “The Merger Agreement—No Solicitation of Acquisition Proposals” beginning on page 175):

 

•

initiate, solicit, propose, knowingly encourage (including by way of furnishing information) or knowingly take any action designed to facilitate any inquiry regarding, or the making of any inquiry, proposal or offer that constitutes or would reasonably be expected to lead to, an acquisition proposal (other than discussions solely to clarify whether such inquiry, proposal or offer constitutes an acquisition proposal);

 

•

engage in, continue or otherwise participate in any discussions with or negotiations relating to, or otherwise cooperate in any way with, any acquisition proposal or any inquiry, proposal or offer that would reasonably be expected to lead to an acquisition proposal (other than to state that the Merger Agreement prohibits such discussions or negotiations, or discussions solely to clarify whether such inquiry, proposal or offer constitutes an acquisition proposal);

 

•

provide any nonpublic information to any person in connection with any acquisition proposal or any inquiry, proposal or offer that constitutes or would reasonably be expected to lead to an acquisition proposal; or

 

49

•

otherwise knowingly facilitate any effort or attempt to make an acquisition proposal or any inquiry, proposal or offer that constitutes or would reasonably be expected to lead to an acquisition proposal.

Furthermore, there are only limited exceptions to the requirement under the Merger Agreement that neither the Corebridge board of directors nor the Equitable board of directors adversely withhold, withdraw, qualify or modify the Corebridge recommendation or the Equitable recommendation, as applicable (each as defined in the sections of this joint proxy statement/prospectus titled “The Merger Agreement—Representations and Warranties” beginning on page 166 and “The Merger Agreement—No Change of Recommendation” beginning on page 177). Although the Corebridge board of directors is permitted to effect a change of recommendation, after complying with certain procedures set forth in the Merger Agreement, in response to a superior proposal if it determines in good faith that a failure to do so would be inconsistent with its fiduciary duties, its doing so would entitle Equitable to terminate the Merger Agreement and collect a termination fee from Corebridge in the amount of $475,000,000. Although the Equitable board of directors is permitted to effect a change of recommendation, after complying with certain procedures set forth in the Merger Agreement, in response to a superior proposal if it determines in good faith that a failure to do so would be inconsistent with its fiduciary duties, its doing so would entitle Corebridge to terminate the Merger Agreement and collect a termination fee from Equitable in the amount of $475,000,000. For more information, see the sections of this joint proxy statement/prospectus titled “The Merger Agreement—Termination of the Merger Agreement” beginning on page 188 and “The Merger Agreement—Termination Fees” beginning on page 189.

These provisions could discourage a potential competing acquirer from considering or proposing an acquisition or merger, even if it were prepared to pay consideration with a higher value than that implied by the Corebridge Exchange Ratio and the Equitable Exchange Ratio, or might result in a potential competing acquirer proposing to pay a lower per share price than it might otherwise have proposed to pay because of the added expense of the termination fee.

Corebridge and Equitable will incur significant transaction and merger-related costs in connection with the Mergers.

Corebridge and Equitable have incurred and expect to incur a number of non-recurring costs associated with the Mergers. These costs and expenses include fees paid to financial, legal and accounting advisors, potential employment-related costs, filing fees, printing expenses and other related charges. Some of these costs are payable by Corebridge and Equitable regardless of whether the Mergers are completed. There are also a large number of processes, policies, procedures, operations, technologies and systems that may or must be integrated in connection with the Mergers and the integration of the two companies’ businesses. While both Corebridge and Equitable have assumed that a certain level of expenses would be incurred in connection with the Mergers and the other transactions contemplated by the Merger Agreement, there are many factors beyond their control that could affect the total amount or the timing of the integration and implementation expenses.

There may also be additional unanticipated significant costs in connection with the Mergers that New Equitable may not recoup. These costs and expenses could reduce the realization of efficiencies, strategic benefits and additional income Corebridge and Equitable expect to achieve from the Mergers. Although Corebridge and Equitable expect that these benefits will offset the transaction expenses and implementation costs over time, this net benefit may not be achieved in the near term or at all.

The shares of New Equitable Common Stock to be received by Corebridge Common Stockholders and Equitable Common Stockholders as a result of the Mergers will have rights different from the shares of Corebridge Common Stock and Equitable Common Stock.

The New Equitable Common Stock to be received by Corebridge Common Stockholders and Equitable Common Stockholders as a result of the Mergers will have rights different from the shares of Corebridge Common Stock and Equitable Common Stock, respectively.

 

50

Upon consummation of the Mergers, the rights of Corebridge Common Stockholders and the rights of Equitable Common Stockholders, who will become common stockholders of New Equitable, will be governed by the certificate of incorporation and by-laws of New Equitable. The rights associated with Corebridge Common Stock and Equitable Common Stock are different from the rights which will be associated with the New Equitable Common Stock. See the section of this joint proxy statement/prospectus titled “Comparison of Stockholders’ Rights” beginning on page 209 for a discussion of these rights.

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

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

There may be tax consequences of the Mergers that may adversely affect holders of Corebridge Common Stock and Equitable Common Stock if the Mergers fail to qualify as a tax-deferred exchange pursuant to Section 351 of the Code for U.S. federal income tax purposes.

The exchange of New Equitable Common Stock for each of Corebridge Common Stock and Equitable Common Stock pursuant to the Mergers generally is expected to qualify as a tax-deferred exchange pursuant to Section 351 of the Code for U.S. federal income tax purposes.

As further described in the section of this joint proxy statement/prospectus titled “U.S. Federal Income Tax Consequences” beginning on page 223, it is a condition to Corebridge’s obligation to complete the Corebridge Merger that Corebridge receive a written opinion of its counsel, Skadden, to the effect that the Mergers, taken together, will be treated as a transaction described in Section 351 of the Code and it is a condition to Equitable’s obligation to complete the Equitable Merger that Equitable receive an opinion of its counsel, Paul, Weiss, to the effect that the Mergers, taken together, will be treated as a transaction described in Section 351 of the Code. If any of the representations, assumptions, covenants or undertakings underlying any of the tax opinions described in this paragraph is or becomes incorrect, incomplete, inaccurate or is violated, the validity of, and the conclusions reached in, the tax opinions described above may be affected or jeopardized and the U.S. federal income tax consequences of the Mergers could differ materially from those described below. In addition, the opinions will be subject to certain qualifications and limitations as set forth therein. Moreover, none of the tax opinions given in connection with the effectiveness of the registration statement of which this joint proxy statement/prospectus is a part or in connection with the Closing of the Mergers will be binding on the Internal Revenue Service (“IRS”) or any court. Neither Corebridge nor Equitable has sought or will seek any ruling from the IRS as to the U.S. federal income tax consequences of the Mergers. Consequently, no assurance can be given that the IRS will not assert, or that a court would not sustain, a position contrary to any of the conclusions set forth below. In addition, if any of the representations or assumptions upon which such opinions are based is inconsistent with the actual facts, the U.S. federal income tax consequences of the Mergers could be adversely affected. If such an exchange fails to qualify as a transaction described in Section 351 of the Code, then a U.S. holder (as that term is defined in the section of this joint proxy statement/prospectus titled “U.S. Federal Income Tax Consequences” beginning on page 223) would recognize gain in an amount equal to the excess (if any) of (i) the fair market value of the New Equitable Common Stock received over (ii) such U.S. holder’s adjusted tax basis in its Corebridge Common Stock or Equitable Common Stock, as applicable. Any such gain would be capital gain and generally would be long-term capital gain if the U.S. holder’s holding period for the Corebridge Common Stock or the Equitable Common Stock exceeded one year at the Closing.

 

51

Risks Relating to New Equitable

The market price for shares of New Equitable Common Stock following the completion of the Mergers may be affected by factors different from, or in addition to, those that historically have affected or currently affect the market prices of Corebridge Common Stock and Equitable Common Stock.

Upon consummation of the Mergers, Corebridge Common Stockholders and Equitable Common Stockholders will both hold New Equitable Common Stock. Corebridge and Equitable’s businesses differ and, accordingly, the results of operations of New Equitable will be affected by some factors that are different from those currently or historically affecting the results of operations of Corebridge and those currently or historically affecting the results of operations of Equitable. The results of operations of New Equitable may also be affected by factors different from those that currently affect or have historically affected either Corebridge or Equitable. For a discussion of the businesses of each of Corebridge and Equitable and some important factors to consider in connection with those businesses, see the section of this joint proxy statement/prospectus titled “The Parties to the Mergers” beginning on page 61, and the documents and information included elsewhere in this joint proxy statement/prospectus or incorporated by reference into this joint proxy statement/prospectus and listed under the section of this joint proxy statement/prospectus titled “Where You Can Find More Information” beginning on page 250.

Third parties may terminate or alter existing contracts or relationships with Corebridge or Equitable.

Each of Corebridge and Equitable has contracts with customers, vendors, distributors, landlords, licensors, and other business partners which may require Corebridge or Equitable, as applicable, to obtain consent from these other parties in connection with the Mergers. If these consents cannot be obtained, the counterparties to these contracts and other third parties with which Corebridge and/or Equitable currently have relationships may have the ability to terminate, reduce the scope of or otherwise materially adversely alter their relationships with either or both parties in anticipation of the Mergers, or with New Equitable following the Mergers. The pursuit of such rights may result in Corebridge, Equitable or New Equitable suffering a loss of potential future revenue or incurring liabilities in connection with a breach of such agreements and may lose rights that are material to its business. Any such disruptions could limit New Equitable’s ability to achieve the anticipated benefits of the Mergers. The adverse effect of such disruptions could also be exacerbated by a delay in the completion of the Mergers or the termination of the Merger Agreement.

Coordinating the businesses of Corebridge and Equitable may be more difficult, costly or time-consuming than expected and New Equitable may fail to realize the anticipated benefits of the Mergers, which may adversely affect New Equitable’s business results and negatively affect the value of shares of New Equitable Common Stock following the Mergers.

The success of the Mergers will depend on, among other things, the ability of Corebridge and Equitable to coordinate their businesses under New Equitable in a manner that facilitates growth opportunities. However, Corebridge and Equitable may not be able to successfully coordinate their respective businesses in a manner that permits anticipated growth to be realized, without adversely affecting current revenues and investments. If New Equitable is not able to successfully achieve these objectives, the anticipated benefits of the Mergers may not be realized fully, or at all, or may take longer to realize than expected. Specifically, the following issues, among others, must be addressed in order to realize the anticipated benefits of the Mergers so New Equitable performs as expected:

 

•

coordinating the businesses of Corebridge and Equitable and meeting the capital requirements of New Equitable, in a manner that permits New Equitable to achieve the growth anticipated to result from the Mergers;

 

•

coordinating the companies’ technologies;

 

•

coordinating the companies’ operating practices, internal controls and other policies, procedures and processes;

 

52

•

addressing possible differences in business backgrounds and corporate cultures;

 

•

creating and building a new leadership team and culture;

 

•

coordinating geographically dispersed organizations; and

 

•

effecting actions that may be required in connection with obtaining regulatory approvals or clearances.

In addition, at times the attention of certain members of either company’s or both companies’ management and resources may be focused on completion of the Mergers and the coordination of the Corebridge and Equitable businesses under New Equitable and diverted from day-to-day business operations, which may disrupt each company’s ongoing business and the business of New Equitable.

Furthermore, the New Equitable board of directors will consist of certain current directors of Corebridge and certain current directors of Equitable. Combining the boards of directors of each company into a single New Equitable board of directors could require the reconciliation of differing priorities and philosophies.

An inability to realize the full extent of the anticipated benefits of the Mergers and the other transactions contemplated by the Merger Agreement, as well as any delays encountered in the combination process, could have an adverse effect upon the revenues, level of expenses and operating results of New Equitable, which may adversely affect the value of New Equitable Common Stock after the completion of the Mergers. In addition, the actual coordination of the Corebridge and Equitable businesses under New Equitable may result in additional and unforeseen expenses, and the anticipated benefits of the coordination plan may not be realized. If Corebridge and Equitable are not able to adequately address coordination challenges, they may be unable to successfully coordinate their operations or realize the anticipated benefits of the coordination of the two companies.

Combining Corebridge and Equitable may fail to realize the anticipated synergies of the Mergers.

The success of the Mergers will depend, in part, on the ability to realize the anticipated expense synergies, revenue synergies, capital release synergies and cash tax synergies from combining the businesses of Corebridge and Equitable. To realize the anticipated synergies from the Mergers, Corebridge and Equitable must integrate and combine their businesses in a manner that permits those synergies to be realized, without adversely affecting current revenues and future growth. If Corebridge and Equitable are not able to successfully achieve these objectives, the anticipated benefits of the Mergers may not be realized fully or at all or may take longer to realize than expected. In addition, the actual expense synergies of the Mergers could be less than anticipated, and integration may result in additional and unforeseen delays and expenses.

An inability to realize the full extent of the anticipated benefits of the Mergers, as well as any delays encountered in the integration process, could have an adverse effect upon the revenues, levels of expenses and operating results of New Equitable, which may adversely affect the value of New Equitable Common Stock after the completion of the Mergers.

The unaudited pro forma condensed combined financial information included in this joint proxy statement/prospectus is preliminary and inherently subject to uncertainties, and New Equitable’s actual financial position and results of operations after the Mergers may differ materially from these estimates.

The unaudited pro forma condensed combined financial information included in this joint proxy statement/prospectus is presented for illustrative purposes only, contains a variety of adjustments, assumptions and estimates and is not necessarily indicative of what New Equitable’s actual financial position or results of operations would have been had the Mergers been completed on the dates indicated. The purchase price allocation reflected in this joint proxy statement/prospectus is preliminary, and final allocation of the purchase price will be based upon the actual purchase price and the fair value of the assets and liabilities of Equitable as of the date of the completion of the Mergers. In addition, subsequent to the Closing date, there may be further refinements of the purchase price allocation as additional information becomes available.

 

53

New Equitable’s actual results and financial position after the Mergers may differ materially and adversely from the unaudited pro forma condensed combined financial information included in this joint proxy statement/prospectus. For more information, see the section of this joint proxy statement/prospectus titled “Unaudited Pro Forma Condensed Combined Financial Information” beginning on page 233.

Additionally, the Corebridge and Equitable unaudited prospective financial information provided in this joint proxy statement/prospectus is based on numerous variables and assumptions (including, but not limited to, those related to industry performance and competition and general business, customer behavior, tax considerations, health of the industry, economic, market and financial conditions and additional matters specific to Corebridge or Equitable’s business, as applicable) that are inherently subjective and uncertain and are beyond the control of the respective management teams of Corebridge and Equitable. As a result, actual results may differ materially from the unaudited prospective financial information. Important factors that may affect actual results and cause these unaudited projected financial information to not be achieved include, but are not limited to, risks and uncertainties relating to Corebridge or Equitable’s business, as applicable (including each company’s ability to achieve strategic goals, objectives and targets over applicable periods), general business and economic conditions. For more information, see the section of this joint proxy statement/prospectus titled “The Mergers—Corebridge Unaudited Financial Projections” beginning on page 129 and “The Mergers—Equitable Unaudited Financial Projections” beginning on page 132.

New Equitable’s by-laws generally provide that the Court of Chancery of the State of Delaware will be the exclusive forum for substantially all corporate law claims that may be brought by its stockholders and that the United States federal district courts will be the exclusive forum for federal securities claims that may be brought by its stockholders, which could limit its stockholders’ ability to obtain a favorable judicial forum for disputes with New Equitable, Corebridge, Equitable or New Equitable’s directors, officers, other employees or stockholders.

New Equitable’s by-laws provide that unless New Equitable consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of New Equitable, (ii) any action asserting a claim of breach of a duty (including any fiduciary duty) owed by any current or former director, officer, employee, agent or stockholder of New Equitable to New Equitable or New Equitable’s stockholders, (iii) any action asserting a claim against New Equitable or any current or former director, officer, employee, agent or stockholder of New Equitable arising pursuant to any provision of the DGCL or New Equitable’s certificate of incorporation or by-laws, including any suit or proceeding regarding indemnification or advancement or reimbursement of expenses pursuant to the by-laws and (iv) any action asserting a claim against New Equitable or any current or former director, officer, employee, agent or stockholder of New Equitable governed by the internal affairs doctrine will be the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware lacks jurisdiction over such action or proceeding, then another court of the State of Delaware or, if no court of the State of Delaware has jurisdiction, then the United States District Court for the District of Delaware). The choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with New Equitable or New Equitable’s directors, officers, other employees or stockholders, which may discourage such lawsuits against New Equitable and New Equitable’s directors, officers, other employees and stockholders. Alternatively, if a court were to find the choice of forum provision contained in New Equitable’s by-laws to be inapplicable or unenforceable in an action, New Equitable may incur additional costs associated with resolving such action in other jurisdictions, which could materially adversely affect New Equitable’s business, financial condition and results of operations. The exclusive forum provision also provides that it will not apply to claims arising under the Securities Act or any rule or regulation promulgated thereunder; however, the exclusive forum provision in New Equitable’s by-laws provides that, unless New Equitable consents in writing to the selection of an alternative forum, the federal district courts of the United States of America will be the exclusive forum for the resolution of such claims. Stockholders cannot waive, and will not be deemed to have waived under the exclusive forum provision, New Equitable’s compliance with the federal securities laws and the rules and regulations thereunder. Although we believe this exclusive forum provision benefits New Equitable by providing increased

 

54

consistency in the application of Delaware law and federal securities laws in the types of lawsuits to which it applies, this exclusive forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with New Equitable or any of its directors, officers, other employees or stockholders, which may discourage lawsuits with respect to such claims. Further, in the event a court finds the exclusive forum provision contained in New Equitable’s by-laws to be unenforceable or inapplicable in an action, New Equitable may incur additional costs associated with resolving such action in other jurisdictions, which could harm New Equitable’s business, operating results and financial condition.

New Equitable’s ability to use NOL carryforwards and other tax attributes may be limited as a result of an “ownership change.”

Each of Corebridge and Equitable have incurred net operating losses (“NOLs”) and have certain other tax attributes, which may become subject to limitation. Under section 382 of the Code, NOLs and other tax attributes may become subject to an annual limitation on use in the event of certain cumulative changes in ownership that result in an “ownership change” of the company that has such NOLs or tax attributes. An “ownership change” generally occurs if one or more stockholders or groups of stockholders who own at least 5% of a company’s stock increase their ownership by more than 50% over their lowest ownership percentage within a rolling three-year period. Similar rules may apply under state tax laws to limit the use of state tax attributes. Accordingly, a portion of Corebridge, Equitable or New Equitable’s NOLs or other tax attributes may not be able to be utilized, which could increase the tax liability of New Equitable. New Equitable may also experience further ownership changes upon future issuances of shares of New Equitable stock or due to secondary trading of shares of New Equitable stock which may be outside of New Equitable’s control, and which could result in the application of additional limitations under Section 382 of the Code.

New Equitable will be unable to file a single U.S. consolidated federal income tax return with the Equitable life insurance companies for five years following the Closing of the Mergers.

Equitable’s life insurance companies are currently members of a consolidated group for U.S. federal income tax purposes that includes both life insurance and non-life insurance companies, which generally permits Equitable to utilize losses generated by the non-life insurance companies to offset income generated by the life insurance companies, up to 35% of the lesser of the losses generated by the non-life insurance group and the taxable income of the life insurance group (with any excess losses remaining available as an NOL carryforward, subject to the same limitations). If holders of Corebridge Common Stock and Corebridge Preferred Stock own more than 50% of the stock of New Equitable by value immediately following the Closing of the Mergers, as is anticipated, the Equitable life insurance companies are expected to be ineligible to join in the filing of New Equitable’s consolidated return for a five-year period following the Closing of the Mergers. As a result of the foregoing, Corebridge and Equitable may pay more cash taxes than each would have paid if a single consolidated federal income tax return were permitted.

Risks Relating to New Equitable Common Stock

No trading market currently exists for New Equitable Common Stock.

Prior to the completion of the Mergers, there will be no market for New Equitable Common Stock. Upon completion of the Mergers, shares of New Equitable Common Stock are expected to be listed for trading on NYSE. However, there can be no assurance that an active market for New Equitable Common Stock will develop after the Mergers are completed, or that if it develops, the market will be sustained.

The market price of New Equitable Common Stock may decline as a result of the Mergers.

The market price of New Equitable Common Stock may decline as a result of the Mergers if, among other things, New Equitable is unable to achieve the expected benefits and synergies of the Mergers, if the Mergers are not completed within the anticipated timeframe or if the transaction costs related to the Mergers are greater than

 

55

expected. The market price also may decline if New Equitable does not achieve the perceived benefits and expected synergies of the Mergers as rapidly or to the extent anticipated by financial or industry analysts or if the effect of the Mergers on New Equitable’s financial position, results of operations or cash flows is not consistent with the expectations of financial or industry analysts.

The price of New Equitable Common Stock may be volatile and may fluctuate significantly.

The market price for New Equitable Common Stock may fluctuate significantly in response to a number of factors, most of which New Equitable cannot control, including, among others:

 

•

trends and changes in customer preferences;

 

•

changes in general economic or market conditions or trends in New Equitable’s business or the economy as a whole;

 

•

changes in key personnel;

 

•

New Equitable’s entry into new markets;

 

•

changes in New Equitable’s operating performance;

 

•

investors’ perceptions of New Equitable’s prospects and the prospects of the businesses in which it participates;

 

•

fluctuations in quarterly revenue and operating results, as well as differences between New Equitable’s actual financial and operating results and those expected by investors;

 

•

the public’s response to press releases or other public announcements by New Equitable or third parties, including New Equitable’s filings with the SEC;

 

•

guidance, if any, that New Equitable provides to the public, any changes in such guidance or New Equitable’s failure to meet such guidance;

 

•

changes in financial estimates or ratings by any securities analysts who follow New Equitable Common Stock, New Equitable’s failure to meet such estimates or failure of those analysts to initiate or maintain coverage of the New Equitable Common Stock;

 

•

downgrades in New Equitable’s credit ratings or the credit ratings of its competitors;

 

•

the development and sustainability of an active trading market for New Equitable Common Stock;

 

•

investor perceptions of the investment opportunity associated with New Equitable Common Stock relative to other investment alternatives;

 

•

the inclusion, exclusion or deletion of New Equitable Common Stock from any trading indices;

 

•

future sales of New Equitable Common Stock by its officers, directors and significant stockholders;

 

•

other events or factors, including those resulting from system failures and disruptions, hurricanes, pandemics, wars, acts of terrorism, other natural disasters or responses to such events;

 

•

changes in financial markets or general economic conditions, including, for example, due to the effects of recession or slow economic growth in the United States and abroad, interest rates, fuel prices, international currency fluctuations, corruption, political instability, acts of war, acts of terrorism and pandemics or other public health crises;

 

•

price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole; and

 

•

changes in accounting principles or applicable law.

 

56

These and other factors may impact the market price of New Equitable Common Stock, regardless of its actual operating performance. As a result, New Equitable Common Stock may trade at prices significantly below the price at which shares were purchased.

If securities or industry analysts publish inaccurate or unfavorable research about New Equitable or its business, the price of the New Equitable Common Stock and trading volume could decline.

The trading market for New Equitable Common Stock will depend in part on the research and reports that securities or industry analysts publish about New Equitable or its business. If one or more of the analysts who cover New Equitable downgrades New Equitable Common Stock or publishes inaccurate or unfavorable research about New Equitable or its business, New Equitable Common Stock’s price would likely decline. If one or more of these analysts cease coverage of New Equitable or fail to publish reports on New Equitable regularly, demand for New Equitable Common Stock could decrease, which could cause New Equitable’s stock price and trading volume to decline. In addition, if New Equitable’s operating results fail to meet the expectations of securities analysts, its stock price would likely decline.

Risks Relating to Corebridge’s Business

Corebridge’s business will continue to be subject to the risks described in the sections titled “Risk Factors” in Corebridge’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and in other documents incorporated by reference into this joint proxy statement/prospectus. See the section of this joint proxy statement/prospectus titled “Where You Can Find More Information” beginning on page 250 for the location of information incorporated by reference into this joint proxy statement/prospectus.

Risks Relating to Equitable’s Business

Equitable’s business will continue to be subject to the risks described in the sections titled “Risk Factors” in Equitable’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and in other documents incorporated by reference into this joint proxy statement/prospectus. See the section of this joint proxy statement/prospectus titled “Where You Can Find More Information” beginning on page 250 for the location of information incorporated by reference into this joint proxy statement/prospectus.

 

57

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This joint proxy statement/prospectus contains statements, which, to the extent they are not statements of historical or present fact, constitute “forward looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements, and any related oral statements, can be identified by the use of terms such as “believes,” “expects,” “may,” “will,” “shall,” “should,” “would,” “could,” “seeks,” “aims,” “projects,” “forecasts,” “intends,” “targets,” “plans,” “estimates,” “anticipates,” “goals,” “guidance,” “formidable,” “preliminary,” “objective,” “continue,” “drive,” “improve,” “superior,” “positioned,” “vision,” “potential,” “immediate,” and similar expressions or the negative of those expressions or verbs. We caution you that forward-looking statements are not guarantees of future performance or outcomes. Forward-looking statements are not historical facts but instead represent only our beliefs regarding future events, which may by their nature be inherently uncertain, and some of which may be outside our control. These statements include, but are not limited to, statements about the expected timing and completion of the Mergers, the anticipated benefits of the Mergers, including estimated synergies and projected cost savings, and plans and expectations for New Equitable after completion of the Mergers.

Such forward-looking statements are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. While there is no assurance that any list of risks and uncertainties or risk factors is complete, below are certain factors, in addition to the factors in the section of this joint proxy statement/prospectus titled “Risk Factors” beginning on page 44 and the factors previously disclosed in Corebridge and Equitable’s reports filed with the SEC, which could cause actual results to differ materially from those contained or implied in the forward-looking statements:

 

•

the ability to complete the Mergers on the timeframe or on the terms currently anticipated or at all, including due to a failure to obtain requisite stockholder, stock exchange, regulatory, governmental or other approvals;

 

•

risks related to difficulties, inabilities or delays in integrating the parties’ businesses;

 

•

the ability to realize the anticipated benefits of the Mergers, including estimated synergies and projected cost savings at the times, and to the extent, anticipated;

 

•

the occurrence of any event, change or other circumstance that could give rise to the right of either or both parties to terminate the Merger Agreement;

 

•

the potential impact of the announcement or consummation of the transactions contemplated by the Merger Agreement on Corebridge or Equitable’s stock price and on their respective business, contractual and operational relationships (including with regulatory bodies, employees, suppliers, clients and competitors);

 

•

risks related to uncertainty in the value of shares of New Equitable Common Stock and the fact that the exchange ratios are fixed and will not be adjusted in the event of any change in either Corebridge or Equitable’s stock price;

 

•

the fact that Corebridge Common Stockholders and Equitable Common Stockholders will each have reduced ownership in New Equitable;

 

•

risks related to the potential repurchases of shares of Corebridge Common Stock and/or Equitable Common Stock;

 

•

risks related to business disruptions from the transactions contemplated by the Merger Agreement that may harm the business or current plans and operations of either or both parties, including diversion of management time from ongoing business operations;

 

•

the risk that the Mergers and the announcement of the Mergers could have an adverse effect on the ability of either or both parties to hire and retain key personnel;

 

•

the parties’ ability to raise debt on favorable terms or at all;

 

58

•

the outcome of any legal proceedings that may be instituted against Corebridge, Equitable, New Equitable or their respective directors;

 

•

restrictions on the conduct of Corebridge and Equitable’s respective businesses prior to the Closing of the Mergers and on each their ability to pursue alternatives to the transactions contemplated by the Merger Agreement;

 

•

the fact that, until the completion of the Mergers or the termination of the Merger Agreement in accordance with its terms, Corebridge and Equitable are each prohibited from entering into certain transactions and taking certain actions that might otherwise be beneficial to Corebridge or Equitable and their respective stockholders;

 

•

the fact that directors and executive officers of Corebridge and Equitable have interests and arrangements that may be different from, or in addition to, those of Corebridge and Equitable stockholders generally;

 

•

the fact that Corebridge or Equitable may waive one or more of the Closing conditions without re-soliciting stockholder approval;

 

•

the fact that the Merger Agreement contains provisions that could discourage a potential competing acquirer that might be willing to pay more to acquire or merge with Corebridge or Equitable;

 

•

the fact that the shares of New Equitable Common Stock to be received by Corebridge Common Stockholders and Equitable Common Stockholders as a result of the Mergers will have rights different from the shares of Corebridge Common Stock and Equitable Common Stock, respectively;

 

•

the possibility that the transactions contemplated by the Merger Agreement may be more expensive to complete than anticipated, including as a result of unexpected factors or events, or unforeseen or unknown liabilities;

 

•

risks associated with the unaudited pro forma condensed combined financial information included in this joint proxy statement/prospectus being preliminary and inherently subject to uncertainties, and the fact that New Equitable’s actual financial position and results of operations after the Mergers may differ materially from these estimates;

 

•

the risk that the IRS or other tax authorities may challenge the anticipated tax treatment of the Mergers, including any intended tax-free reorganization treatment;

 

•

the deterioration of economic conditions;

 

•

geopolitical tensions;

 

•

the potential impact of a downgrade in Corebridge or Equitable’s Insurer Financial Strength ratings or credit ratings or of New Equitable following completion of the Mergers;

 

•

other factors that may affect future results of Corebridge and Equitable; and

 

•

management’s response to any of the aforementioned factors.

You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this joint proxy statement/prospectus or the dates of the documents incorporated by reference in this joint proxy statement/prospectus. As for the forward-looking statements that relate to future financial results and other projections, actual results will be different due to the inherent uncertainties of estimates, forecasts and projections and may be better or worse than projected and such differences could be material. Given these uncertainties, you are cautioned not to place reliance on these forward-looking statements. Except as required by applicable law, Corebridge, Equitable and New Equitable do not undertake to update these forward-looking statements to reflect facts, circumstances, assumptions or events that occur after the date the forward-looking statements are made.

 

59

For additional information about factors that could cause actual results to differ materially from those described in the forward-looking statements, please see the reports that Corebridge and Equitable have filed with the SEC as described in the section of this joint proxy statement/prospectus titled “Where You Can Find More Information” beginning on page 250.

 

60

THE PARTIES TO THE MERGERS

Mountain Holding, Inc.

2919 Allen Parkway

Woodson Tower

Houston, Texas 77019

Telephone: (877) 375-2422

New Equitable is a corporation incorporated in the State of Delaware. To date, New Equitable has not conducted any activities other than those incident to its formation, the execution of the Merger Agreement, the preparation of regulatory filings made in connection with the transactions contemplated by the Merger Agreement and other matters related to such transactions.

After Closing, New Equitable will be the parent entity of Corebridge and Equitable, and will be renamed “Equitable Holdings, Inc.” The New Equitable Common Stock will be listed on the NYSE under the symbol “EQH” or such other ticker symbol as may be agreed by Corebridge and Equitable.

New Equitable’s principal office is located at 2919 Allen Parkway, Woodson Tower, Houston, Texas 77019, and its telephone number is (877) 375-2422.

Corebridge Financial, Inc.

2919 Allen Parkway

Woodson Tower

Houston, Texas 77019

Telephone: (877) 375-2422

Corebridge is a leading provider of retirement solutions and insurance products in the United States. As of December 31, 2025, Corebridge had more than $385 billion in assets under management and administration, making it possible for more people to take action in their financial lives.

Corebridge Common Stock is listed on the NYSE under the symbol “CRBG” and Corebridge’s 6.375% Junior Subordinated Notes are listed on the NYSE under the symbol “CRBD.” The Corebridge Preferred Stock is not listed on any securities exchange.

Corebridge’s principal office is located at 2919 Allen Parkway, Woodson Tower, Houston, Texas 77019, and its telephone number is (877) 375-2422.

For more information about Corebridge, please visit Corebridge’s Internet website at https://www.corebridgefinancial.com. Corebridge’s Internet website address is provided as an inactive textual reference only. The information contained on Corebridge’s Internet website or accessible through it (other than the documents incorporated by reference herein) does not constitute a part of this joint proxy statement/prospectus or any other report or document on file with or furnished to the SEC. Additional information about Corebridge is included in the documents incorporated by reference into this joint proxy statement/prospectus. See the section of this joint proxy statement/prospectus titled “Where You Can Find More Information” beginning on page 250.

Equitable Holdings, Inc.

1345 Avenue of the Americas

New York, New York 10105

Telephone: (212) 554-1234

Equitable is a leading provider of retirement, asset management and wealth management solutions for individuals and institutions in the United States. As of December 31, 2025, Equitable had more than $1.1 trillion

 

61

in assets under management and administration. Equitable is the parent company of AllianceBernstein, a global investment management firm that offers diversified investment services to institutional investors, individuals and private wealth clients.

Equitable Common Stock is listed on the NYSE under the symbol “EQH,” Equitable Series A Preferred Stock is listed on the NYSE under the symbol “EQH PR A” and Equitable Series C Preferred Stock is listed on the NYSE under the symbol “EQH PR C.”

Equitable’s principal office is located at 1345 Avenue of the Americas, New York, New York 10105, and its telephone number is (212) 554-1234.

For more information about Equitable, please visit Equitable’s Internet website at https://equitable.com. Equitable’s Internet website address is provided as an inactive textual reference only. The information contained on Equitable’s Internet website or accessible through it (other than the documents incorporated by reference herein) does not constitute a part of this joint proxy statement/prospectus or any other report or document on file with or furnished to the SEC. Additional information about Equitable is included in the documents incorporated by reference into this joint proxy statement/prospectus. See the section of this joint proxy statement/prospectus titled “Where You Can Find More Information” beginning on page 250.

Palisade Holding, Inc.

2919 Allen Parkway

Woodson Tower

Houston, Texas 77019

Telephone: (877) 375-2422

Corebridge Merger Sub is a corporation incorporated in the State of Delaware. To date, Corebridge Merger Sub has not conducted any activities other than those incident to its formation, the execution of the Merger Agreement, the preparation of regulatory filings made in connection with the transactions contemplated by the Merger Agreement and other matters related to such transactions. In connection with the transactions contemplated by the Merger Agreement, Corebridge Merger Sub will merge with and into Corebridge, with Corebridge surviving such merger as a wholly-owned subsidiary of New Equitable.

Corebridge Merger Sub’s principal office is located at 2919 Allen Parkway, Woodson Tower, Houston, Texas 77019, and its telephone number is (877) 375-2422.

Marcy Holding, Inc.

2919 Allen Parkway

Woodson Tower

Houston, Texas 77019

Telephone: (877) 375-2422

Equitable Merger Sub is a corporation incorporated in the State of Delaware. To date, Equitable Merger Sub has not conducted any activities other than those incident to its formation, the execution of the Merger Agreement, the preparation of regulatory filings made in connection with the transactions contemplated by the Merger Agreement and other matters related to such transactions. In connection with the transactions contemplated by the Merger Agreement, Equitable Merger Sub will merge with and into Equitable, with Equitable surviving such merger as a wholly-owned subsidiary of New Equitable.

Equitable Merger Sub’s principal office is located at 2919 Allen Parkway, Woodson Tower, Houston, Texas 77019, and its telephone number is (877) 375-2422.

 

62

THE COREBRIDGE SPECIAL MEETING

This joint proxy statement/prospectus is being mailed on or about [    ], 2026, to holders of record of Corebridge Common Stock as of the close of business on [    ], 2026, and constitutes notice of the Corebridge Special Meeting to such holders in conformity with the requirements of the DGCL.

This joint proxy statement/prospectus is being provided to Corebridge Common Stockholders as part of a solicitation of proxies by the Corebridge board of directors for use at the Corebridge Special Meeting and at any adjournments or postponements of the Corebridge Special Meeting. Corebridge Common Stockholders are encouraged to read the entire document carefully, including the annexes and documents incorporated by reference into this document, for more detailed information regarding the Merger Agreement and the transactions contemplated by the Merger Agreement.

Date, Time and Place of the Corebridge Special Meeting

The Corebridge Special Meeting will be held virtually on [     ], 2026 at [    ], Eastern Time, at http://[     ]. The Corebridge Special Meeting will be held online only and you will not be able to attend in person. Online check-in will begin at [    ], Eastern Time and you should allow ample time for the check-in procedures. If you are a stockholder of record as of the record date, you will be able to attend and participate in the Corebridge Special Meeting online, vote your shares electronically, submit your questions during the Corebridge Special Meeting and access the list of stockholders entitled to vote at the Corebridge Special Meeting during the Corebridge Special Meeting by logging in to the website listed above using the 16-digit control number included in your proxy card.

Matters to be Considered at the Corebridge Special Meeting

The purposes of the Corebridge Special Meeting are as follows, each as further described in this joint proxy statement/prospectus:

 

•

Corebridge Proposal 1: Adoption of the Merger Agreement. To consider and vote on the Corebridge Merger Agreement Proposal;

 

•

Corebridge Proposal 2: Approval of the Corebridge Advisory Compensation Proposal. To consider and vote on the Corebridge Advisory Compensation Proposal;

 

•

Corebridge Proposal 3: Adoption of the Corebridge ESPP. To consider and vote on the Corebridge ESPP Proposal; and

 

•

Corebridge Proposal 4: Adjournments of the Corebridge Special Meeting. To consider and vote on the Corebridge Adjournment Proposal.

Recommendation of the Corebridge Board of Directors

The Corebridge board of directors unanimously recommends that Corebridge Common Stockholders vote:

 

•

Corebridge Proposal 1: “FOR” the Corebridge Merger Agreement Proposal;

 

•

Corebridge Proposal 2: “FOR” the Corebridge Advisory Compensation Proposal;

 

•

Corebridge Proposal 3: “FOR” the Corebridge ESPP Proposal; and

 

•

Corebridge Proposal 4: “FOR” the Corebridge Adjournment Proposal.

After careful consideration, the Corebridge board of directors unanimously (i) determined that the terms of the Merger Agreement and the transactions contemplated thereby and the Corebridge ESPP are fair to, and in the best interests of, Corebridge and its stockholders, (ii) directed that the Merger Agreement and the Corebridge

 

63

ESPP be submitted to Corebridge Common Stockholders for their adoption and (iii) recommended that Corebridge Common Stockholders vote in favor of the adoption of the Merger Agreement and the Corebridge ESPP and approval of the transactions contemplated thereby.

See also the section of this joint proxy statement/prospectus titled “The Mergers—Recommendation of the Corebridge Board of Directors; Corebridge’s Reasons for the Mergers” beginning on page 97.

Record Date for the Corebridge Special Meeting and Voting Rights

The record date to determine who is entitled to receive notice of and to vote at the Corebridge Special Meeting and any adjournments or postponements thereof is [    ], 2026. As of the close of business on the record date, there were issued and outstanding [    ] shares of Corebridge Common Stock entitled to vote at the Corebridge Special Meeting. Only the holders of Corebridge Common Stock as of such record date are entitled to notice of the Corebridge Special Meeting and any adjournment or postponement of the Corebridge Special Meeting. In addition, the list of Corebridge stockholders entitled to vote at the Corebridge Special Meeting will be available for inspection during the Corebridge Special Meeting at http://[    ].

Corebridge Common Stockholders may cast one vote for each share of Corebridge Common Stock held as of that record date.

Quorum; Abstentions and Broker Non-Votes

The holders of a majority of the outstanding shares of Corebridge Common Stock entitled to vote at the Corebridge Special Meeting must be present in person or represented by proxy in order to constitute a quorum at the Corebridge Special Meeting.

Virtual attendance at the Corebridge Special Meeting will constitute presence “in person” for the purpose of determining the presence of a quorum for the transaction of business at the Corebridge Special Meeting. Abstentions are considered present for purposes of establishing a quorum. Because none of the proposals to be voted on at the Corebridge Special Meeting are “routine” matters for which brokers may have discretionary authority to vote, no bank, broker or other nominee will be permitted to vote your shares of Corebridge Common Stock at the Corebridge Special Meeting without receiving your instructions. As such, we do not expect any broker non-votes at the Corebridge Special Meeting. Thus, if your shares are held in the name of a bank, broker or other nominee and you do not obtain and submit a “legal proxy” to vote such shares at the Corebridge Special Meeting or provide voting instructions to your bank or broker with respect to such shares, they will not be deemed present at the Corebridge Special Meeting for purposes of establishing a quorum. If a quorum is not present on the Corebridge Merger Agreement Proposal and the Corebridge Adjournment Proposal is approved, the Corebridge Special Meeting will be adjourned until the holders of sufficient voting power of the outstanding shares of Corebridge Common Stock entitled to vote at the Corebridge Special Meeting are present to constitute a quorum.

Under NYSE rules, banks, brokers or other nominees who hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, banks, brokers or other nominees are not allowed to exercise their voting discretion with respect to the approval of matters that the NYSE determines to be “non-routine.” Generally, a broker non-vote occurs on an item when (i) a bank, broker or other nominee has discretionary authority to vote on one or more “routine” proposals to be voted on at a meeting of stockholders, but is not permitted to vote on other “non-routine” proposals without instructions from the beneficial owner of the shares and (ii) the beneficial owner fails to provide the bank, broker or other nominee with such instructions. Under the NYSE rules, “non-routine” matters include the Corebridge Merger Agreement Proposal (Corebridge Proposal 1), the Corebridge Advisory Compensation Proposal (Corebridge Proposal 2), the Corebridge ESPP Proposal (Corebridge Proposal 3) and the Corebridge Adjournment Proposal (Corebridge Proposal 4). Because

 

64

none of the proposals to be voted on at the Corebridge Special Meeting are “routine” matters for which brokers may have discretionary authority to vote, no bank, broker or other nominee will be permitted to vote your shares of Corebridge Common Stock at the Corebridge Special Meeting without receiving your instructions. As such, Corebridge does not expect any broker non-votes at the Corebridge Special Meeting. As a result, if you hold your shares of Corebridge Common Stock in “street name,” your shares will not be represented and will not be voted on any matter unless you affirmatively instruct your bank, broker or other nominee how to vote your shares in one of the ways indicated by your bank, broker or other nominee. It is therefore critical that you cast your vote by instructing your bank, broker or other nominee on how to vote.

If you submit a properly executed proxy card and abstain from voting or vote against the approval of the Merger Agreement, your shares of Corebridge Common Stock will be counted for purposes of calculating whether a quorum is present at the Corebridge Special Meeting. Validly executed proxies containing no voting instructions will be voted in accordance with the recommendations of the Corebridge board of directors. If additional votes must be solicited to approve the Corebridge Merger Agreement Proposal, it is expected that the meeting will be adjourned to solicit additional proxies.

Required Votes; Vote of Nippon Life and Corebridge’s Directors and Executive Officers

Except for the Corebridge Adjournment Proposal, the vote required to approve all of the proposals listed herein assumes the presence of a quorum.

 

Proposal				Votes Necessary
Corebridge Proposal 1		Corebridge Merger Agreement Proposal		Approval requires the affirmative vote at the Corebridge Special Meeting of the holders of a majority of the outstanding shares of Corebridge Common Stock entitled to vote on such proposal.   A failure to vote, a failure to provide instructions with respect to any shares held through a bank, broker or other nominee or an abstention will have the same effect as a vote “AGAINST” the Corebridge Merger Agreement Proposal.
Corebridge Proposal 2		Corebridge Advisory Compensation Proposal		Approval requires the affirmative vote of the holders of a majority of the shares of Corebridge Common Stock present in person or represented by proxy at the Corebridge Special Meeting and entitled to vote thereon.   Any one of (a) an abstention, (b) voting on one or more of the other proposals to come before the Corebridge Special Meeting by proxy (but not voting on the Corebridge Advisory Compensation Proposal) or (c) attending the Corebridge Special Meeting in person and not voting on the Corebridge Advisory Compensation Proposal (whether or not such stockholder votes in person on any other proposals to come before the Corebridge Special Meeting) will have the same effect as a vote “AGAINST” the Corebridge Advisory Compensation Proposal. However, assuming a quorum is present at the Corebridge Special Meeting, (i) the failure to attend the Corebridge Special Meeting in person or by proxy

 

65

Proposal				Votes Necessary
				or (ii) the failure instruct to your bank, broker or other nominee to vote any shares you hold through such intermediary will have no effect on the outcome of the Corebridge Advisory Compensation Proposal.
Corebridge Proposal 3		Corebridge ESPP Proposal		Approval requires the affirmative vote of the holders of a majority of the shares of Corebridge Common Stock present in person or represented by proxy at the Corebridge Special Meeting and entitled to vote thereon.   Any one of (a) an abstention, (b) voting on one or more of the other proposals to come before the Corebridge Special Meeting by proxy (but not voting on the Corebridge ESPP Proposal) or (c) attending the Corebridge Special Meeting in person and not voting on the Corebridge ESPP Proposal (whether or not such stockholder votes in person on any other proposals to come before the Corebridge Special Meeting) will have the same effect as a vote “AGAINST” the Corebridge ESPP Proposal. However, assuming a quorum is present at the Corebridge Special Meeting, (i) the failure to attend the Corebridge Special Meeting in person or by proxy or (ii) the failure to instruct your bank, broker or other nominee to vote any shares you hold through such intermediary will have no effect on the outcome of the Corebridge ESPP Proposal.
Corebridge Proposal 4		Corebridge Adjournment Proposal		Approval requires the affirmative vote of the holders of a majority of the shares of Corebridge Common Stock present in person or represented by proxy at the Corebridge Special Meeting and entitled to vote thereon.   Any one of (a) an abstention, (b) voting on one or more of the other proposals to come before the Corebridge Special Meeting by proxy (but not voting on the Corebridge Adjournment Proposal) or (c) attending the Corebridge Special Meeting in person and not voting on the Corebridge Adjournment Proposal (whether or not such stockholder votes in person on any other proposals to come before the Corebridge Special Meeting) will have the same effect as a vote “AGAINST” the Corebridge Adjournment Proposal. However, (i) the failure to attend the Corebridge Special Meeting in person or by proxy or (ii) the failure to instruct your bank, broker or other nominee to vote any shares you hold through such intermediary will have no effect on the outcome of the Corebridge Adjournment Proposal.

 

66

As of the record date, Nippon Life, who has agreed to vote in favor of the Corebridge Merger Agreement Proposal as described in the section of this joint proxy statement/prospectus titled “The Voting and Support Agreement” beginning on page 192, owned and was entitled to vote approximately [    ] shares of Corebridge Common Stock, representing [  ]% of the total outstanding shares of Corebridge Common Stock.

As of the record date, Blackstone owned approximately [    ] shares of Corebridge Common Stock, representing [  ]% of the total outstanding shares of Corebridge Common Stock. In light of Blackstone’s prior commitment to certain insurance regulators, unrelated to the potential transaction, Blackstone will not vote its shares of Corebridge Common Stock on any matter submitted to Corebridge stockholders.

As of the record date, Corebridge’s directors and executive officers beneficially owned and were entitled to vote approximately [    ] shares of Corebridge Common Stock, representing [  ]% the total outstanding shares of Corebridge Common Stock. Although none of them have entered into any agreement obligating them to vote in a certain way, Corebridge currently expects that all of its directors and executive officers will vote their shares “FOR” the Corebridge Merger Agreement Proposal, “FOR” the Corebridge Advisory Compensation Proposal, “FOR” the Corebridge ESPP Proposal and “FOR” the Corebridge Adjournment Proposal.

For more information regarding the security ownership of Corebridge’s directors and executive officers, see the information provided in the section of this joint proxy statement/prospectus titled “Certain Beneficial Owners of Corebridge Common Stock—Security Ownership of Corebridge Common Stock by Directors, Executive Officers and NEOs” beginning on page 228.

Methods of Voting

 

•

By Internet: Through the Internet by logging onto the website indicated on the enclosed proxy card and following the prompts using the control number located on the proxy card.

 

•

By Telephone: By calling (from the United States, Puerto Rico and Canada) the toll-free telephone number listed on the enclosed proxy card and following the prompts using the control number located on the proxy card.

 

•

By Mail: By completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

 

•

Voting Virtually at the Corebridge Special Meeting: Shares held directly in your name as stockholder of record (or for which you have been duly appointed to act as proxy at the Corebridge Special Meeting) may be voted virtually at the Corebridge Special Meeting.

If you hold your shares in “street name,” proxies submitted over the Internet or by telephone as described above by the record holder of your shares (or proxyholder or other authorized person duly authorized by the record holder of your shares) must be received by [    ], Eastern Time, on [    ], 2026.

Notwithstanding the above, if your shares are held in “street name” by a bank, broker or other nominee, you should follow the instructions you receive from your bank, broker or other nominee on how to vote your shares. Registered stockholders as of the record date and their duly authorized proxies who attend the Corebridge Special Meeting may vote their shares personally even if they previously have voted their shares.

How to Ask Questions at the Corebridge Special Meeting

The virtual Corebridge Special Meeting allows stockholders of record to submit questions during the Corebridge Special Meeting in the question box provided on the virtual meeting website. At the Corebridge Special Meeting, Corebridge will respond to as many inquiries that are relevant to the business of the meeting as time allows.

 

67

What to Do If You Have Technical Difficulties or Trouble Accessing the Virtual Meeting Website

Corebridge will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting website. If you encounter any difficulties accessing the virtual meeting website during the check-in or meeting time, please call the technical support number that will be posted on the virtual meeting website log-in page at http://[    ].

What to Do If You Cannot Virtually Attend the Corebridge Special Meeting

You may submit a proxy to vote your shares before the Corebridge Special Meeting by Internet, by mail or by telephone pursuant to the instructions contained in your proxy card. You do not need to access the Corebridge Special Meeting webcast to vote if you submitted a proxy to vote your shares by mail, by Internet or by telephone in advance of the Corebridge Special Meeting.

Revocability of Proxies

Any Corebridge Common Stockholder giving a proxy has the right to revoke it before the proxy is exercised at the Corebridge Special Meeting by any of the following actions:

 

•

sending a signed written notice that you revoke your proxy to Corebridge’s Corporate Secretary, bearing a later date than your original proxy and mailing it so that it is received prior to the Corebridge Special Meeting;

 

•

subsequently submitting a new, validly executed proxy (including by submitting a proxy via the Internet or telephone) at a later date than your original proxy so that the new proxy is received before the Corebridge Special Meeting; or

 

•

voting virtually at the Corebridge Special Meeting.

Execution or revocation of a proxy will not in any way affect the stockholder’s right to attend the Corebridge Special Meeting and vote in person.

Written notices of revocation and other communications with respect to the revocation of proxies should be addressed to:

Corebridge Financial, Inc.

2919 Allen Parkway

Woodson Tower

Houston, Texas 77019

Attention: Corporate Secretary

If your shares are held in “street name” and you previously provided voting instructions to your broker, bank or other nominee, you should follow the instructions provided by your broker, bank or other nominee to revoke or change your voting instructions.

Unless revoked, or otherwise provided, all proxies representing shares entitled to vote that are delivered pursuant to this solicitation will be voted at the Corebridge Special Meeting and, where a choice has been specified on the proxy card, will be voted in accordance with such specification. If a Corebridge Common Stockholder makes no specification on his, her or its proxy card as to how such Corebridge Common Stockholder should want his, her or its shares of Corebridge Common Stock voted, such proxy will be voted as recommended by the Corebridge board of directors as stated in this joint proxy statement/prospectus, specifically “FOR” the Corebridge Merger Agreement Proposal, “FOR” the Corebridge Advisory Compensation Proposal, “FOR” the Corebridge ESPP Proposal and “FOR” the Corebridge Adjournment Proposal.

 

68

Proxy Solicitation Costs

Corebridge is soliciting proxies to provide an opportunity to Corebridge Common Stockholders to vote on agenda items, whether or not the stockholders are able to attend the Corebridge Special Meeting or an adjournment or postponement thereof. Corebridge will bear the entire cost of soliciting proxies from its stockholders. In addition to the solicitation of proxies by mail, Corebridge will ask banks, brokers and other custodians, nominees and fiduciaries to forward the proxy solicitation materials to the beneficial owners of shares of Corebridge Common Stock held of record by such nominee holders. Corebridge may be required to reimburse these nominee holders for their customary clerical and mailing expenses incurred in forwarding the proxy solicitation materials to the beneficial owners.

Corebridge has retained Innisfree to assist in the solicitation process. Corebridge estimates that it will pay Innisfree a fee of approximately $180,000 plus reimbursement for costs and expenses. Corebridge also has agreed to indemnify Innisfree against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions). In addition to solicitation by mail, Corebridge’s directors, officers and other employees may solicit proxies in person, by telephone, electronically, by mail or other means. These persons will not be specifically compensated for doing so.

Attending the Corebridge Special Meeting

You are entitled to attend the Corebridge Special Meeting only if you are a holder of record of Corebridge Common Stock at the close of business on [    ], 2026 (the record date for the Corebridge Special Meeting), or you hold your Corebridge Common Stock beneficially in the name of a broker, bank or other nominee as of the record date, or you hold a valid proxy to vote shares entitled to vote at the Corebridge Special Meeting.

To enter the meeting, you must have your 16-digit control number that is shown on your proxy card.

If your shares are held by a bank, broker or other nominee, you are considered the beneficial owner of shares held in “street name,” and your bank, broker or other nominee is considered the stockholder of record with respect to those shares. Your bank, broker or other nominee will send you, as the beneficial owner, a package describing the procedure for voting your shares, including a voting instruction form. You should follow the instructions provided by them to vote your shares. You are invited to attend the Corebridge Special Meeting; however, you may not vote these shares through the Internet during the Corebridge Special Meeting (or ask questions thereat) unless you obtain and submit a signed “legal proxy,” executed in your favor, from your bank, broker or other nominee that holds your shares, giving you the right to vote the shares at the Corebridge Special Meeting, and, if necessary, obtain a 16-digit control number to vote your shares at the Corebridge Special Meeting. Instructions on how to connect and participate via the Internet are posted at http://[    ].

Householding

Some banks, brokers and other nominees may be participating in the practice of “householding” proxy statements and annual reports. This means that only one copy of this joint proxy statement/prospectus may have been sent to multiple stockholders in your household. You can request prompt delivery of a copy of this joint proxy statement/prospectus by writing to:

Innisfree M&A Incorporated

501 Madison Avenue

19^th Floor

New York, NY 10022

Stockholders Call Toll-Free: (877) 800-5192

Banks & Brokers Call Collect: (212) 750-5833

 

69

Tabulation of Votes; Results of the Corebridge Special Meeting

Representatives of Broadridge will tabulate the votes and will act as independent inspector of election at the Corebridge Special Meeting.

The preliminary voting results will be announced at the Corebridge Special Meeting. In addition, within four business days following the Corebridge Special Meeting, Corebridge intends to file the final voting results with the SEC on a Current Report on Form 8-K. If the final voting results have not been certified within that four-business-day period, Corebridge will report the preliminary voting results on a Current Report on Form 8-K at that time and will file an amendment to the Current Report on Form 8-K to report the final voting results within four days of the date that the final results are certified.

Adjournments

If there are not sufficient votes at the time of the Corebridge Special Meeting to approve the Corebridge Merger Agreement Proposal or additional time is needed to ensure that any supplement or amendment to the joint proxy statement/prospectus accompanying this notice is timely provided to Corebridge Common Stockholders, whether or not a quorum is present at the Corebridge Special Meeting, then Corebridge Common Stockholders may be asked to vote on the Corebridge Adjournment Proposal.

If the adjournment is for more than 30 days, or if after the adjournment a new record date for determining the stockholders entitled to vote is fixed for the adjourned meeting, Corebridge will give notice of the adjourned meeting to each Corebridge Common Stockholder of record entitled to notice of the adjourned meeting as of the record date for determining the stockholders entitled to notice of the adjourned meeting.

At any subsequent reconvening of the Corebridge Special Meeting at which a quorum is present, any business may be transacted that might have been transacted at the original meeting, and all proxies will be voted in the same manner as they would have been voted at the original convening of the Corebridge Special Meeting, except for any proxies that have been effectively revoked or withdrawn prior to the time the proxy is exercised at the reconvened meeting.

Assistance

If you need assistance voting or completing your proxy card or have questions regarding the Corebridge Special Meeting, please contact Innisfree, the proxy solicitation agent for Corebridge:

Innisfree M&A Incorporated

501 Madison Avenue

19^th Floor

New York, NY 10022

Stockholders Call Toll-Free: (877) 800-5192

Banks & Brokers Call Collect: (212) 750-5833

COREBRIDGE COMMON STOCKHOLDERS SHOULD CAREFULLY READ THIS JOINT PROXY

STATEMENT/PROSPECTUS IN ITS ENTIRETY FOR MORE DETAILED INFORMATION CONCERNING THE MERGER AGREEMENT AND THE MERGERS. IN PARTICULAR, COREBRIDGE COMMON STOCKHOLDERS ARE DIRECTED TO THE MERGER AGREEMENT AND THE NEW EQUITABLE CERTIFICATE OF INCORPORATION AND BY-LAWS WHICH ARE ATTACHED AS ANNEX A, ANNEX B AND ANNEX C HERETO, RESPECTIVELY.

 

70

COREBRIDGE PROPOSAL 1: ADOPTION OF THE MERGER AGREEMENT

This joint proxy statement/prospectus is being furnished to you as a Corebridge Common Stockholder as part of the solicitation of proxies by the Corebridge board of directors for use at the Corebridge Special Meeting to consider and vote upon a proposal to adopt the Merger Agreement, which is attached as Annex A to this joint proxy statement/prospectus.

The Corebridge board of directors, after due and careful discussion and consideration, unanimously approved and declared advisable the Merger Agreement, the Mergers and the other transactions contemplated by the Merger Agreement, and determined that the Merger Agreement, the Mergers and the other transactions contemplated by the Merger Agreement are fair to and in the best interests of Corebridge and its stockholders.

The Corebridge board of directors unanimously recommends that Corebridge Common Stockholders adopt the Merger Agreement, as disclosed in this joint proxy statement/prospectus and particularly the related narrative disclosures in the sections of this joint proxy statement/prospectus titled “The Mergers” beginning on page 86 and “The Merger Agreement” beginning on page 155 and as attached as Annex A to this joint proxy statement/prospectus.

Adoption of the Merger Agreement requires the affirmative vote at the Corebridge Special Meeting of the holders of a majority of the outstanding shares of Corebridge Common Stock in favor of the Corebridge Merger Agreement Proposal. A failure to vote, failure to provide instructions with respect to your shares held through a bank, broker or other nominee or an abstention will have the same effect as a vote “AGAINST” the Corebridge Merger Agreement Proposal.

The approval, timing and completion of the transactions contemplated by the Merger Agreement are not conditioned on the approval and implementation of the Corebridge Advisory Compensation Proposal, the Corebridge ESPP Proposal or the Corebridge Adjournment Proposal.

IF YOU ARE A COREBRIDGE COMMON STOCKHOLDER, THE COREBRIDGE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE

“FOR” THE COREBRIDGE MERGER AGREEMENT PROPOSAL (COREBRIDGE PROPOSAL 1)

 

71

COREBRIDGE PROPOSAL 2: APPROVAL OF THE COREBRIDGE

ADVISORY COMPENSATION PROPOSAL

Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Rule 14a-21(c) of the Exchange Act, Corebridge is seeking non-binding, advisory common stockholder approval of the compensation of Corebridge’s named executive officers, pursuant to arrangements with Corebridge, that is based on or otherwise relates to the transactions as disclosed in the section of this joint proxy statement/prospectus titled “The Mergers—Interests of Corebridge Directors and Executive Officers in the Mergers—Golden Parachute Compensation” beginning on page 141. The proposal gives the Corebridge Common Stockholders the opportunity to express their views on the transaction-related compensation of Corebridge’s named executive officers. Accordingly, Corebridge is requesting adoption of the following resolution, on a non-binding, advisory basis:

“RESOLVED, that the compensation that may be paid or become payable by Corebridge to its executive officers in connection with the transactions, and the agreements or understandings pursuant to which such compensation may be paid or become payable, in each case as disclosed pursuant to Item 402(t) of Regulation S-K in “The Mergers—Interests of Corebridge Directors and Executive Officers in the Mergers—Golden Parachute Compensation,” are hereby APPROVED on a non-binding, advisory basis.”

The Corebridge board of directors unanimously recommends that Corebridge Common Stockholders adopt the executive officer compensation, as disclosed in this joint proxy statement/prospectus and particularly the related narrative disclosures in the section of this joint proxy statement/prospectus titled “The Mergers—Interests of Corebridge Directors and Executive Officers in the Mergers” beginning on page 136.

Approval of the Corebridge Advisory Compensation Proposal requires the affirmative vote of the holders of a majority of the shares of Corebridge Common Stock present in person or represented by proxy at the Corebridge Special Meeting and entitled to vote thereon. Any one of (a) an abstention, (b) voting on one or more of the other proposals to come before the Corebridge Special Meeting by proxy (but not voting on the Corebridge Advisory Compensation Proposal) or (c) attending the Corebridge Special Meeting in person and not voting on the Corebridge Advisory Compensation Proposal (whether or not such stockholder votes in person on any other proposals to come before the Corebridge Special Meeting) will have the same effect as a vote “AGAINST” the Corebridge Advisory Compensation Proposal. However, assuming a quorum is present at the Corebridge Special Meeting, (i) the failure to attend the Corebridge Special Meeting in person or by proxy or (ii) the failure to instruct your bank, broker or other nominee to vote any shares you hold through such intermediary will have no effect on the outcome of the Corebridge Advisory Compensation Proposal.

The vote on this proposal is a vote separate and apart from the vote of the Corebridge Common Stockholders to approve the Corebridge Merger Agreement Proposal, and approval of this Corebridge Advisory Compensation Proposal is not a condition to completion of the transactions contemplated by the Merger Agreement. Accordingly, a Corebridge Common Stockholder may vote to not approve this proposal and vote to approve the Corebridge Merger Agreement Proposal or vice versa. The vote with respect to this Corebridge Advisory Compensation Proposal is advisory only and will not be binding on Corebridge or New Equitable, regardless of whether the Corebridge Merger Agreement Proposal, the Corebridge ESPP Proposal or the Corebridge Adjournment Proposal are approved. If the transactions contemplated by the Merger Agreement are completed, the transaction-related compensation may be paid to Corebridge’s named executive officers to the extent payable in accordance with the terms of the compensation agreements and arrangements even if the Corebridge Common Stockholders fail to approve this Corebridge Advisory Compensation Proposal.

IF YOU ARE A COREBRIDGE COMMON STOCKHOLDER, THE COREBRIDGE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE

“FOR” THE COREBRIDGE ADVISORY COMPENSATION PROPOSAL (COREBRIDGE PROPOSAL 2)

 

72

COREBRIDGE PROPOSAL 3: ADOPTION OF THE COREBRIDGE ESPP

This joint proxy statement/prospectus is being furnished to you as a Corebridge Common Stockholder as part of the solicitation of proxies by the Corebridge board of directors for use at the Corebridge Special Meeting to consider and vote upon a proposal to adopt the Corebridge ESPP, which is attached as Annex H to this joint proxy statement/prospectus.

The Corebridge board of directors, after due and careful discussion and consideration, unanimously approved and declared advisable the Corebridge ESPP and determined that the Corebridge ESPP is fair to and in the best interests of Corebridge and its stockholders.

The Corebridge board of directors unanimously recommends that Corebridge Common Stockholders adopt the Corebridge ESPP, as disclosed in this joint proxy statement/prospectus and particularly the related narrative disclosures in the section of this joint proxy statement/prospectus titled “The Corebridge ESPP” beginning on page 198 and as attached as Annex H to this joint proxy statement/prospectus.

Adoption of the Corebridge ESPP requires the affirmative vote of the holders of a majority of the shares of Corebridge Common Stock present in person or represented by proxy at the Corebridge Special Meeting and entitled to vote thereon. Any one of (a) an abstention, (b) voting on one or more of the other proposals to come before the Corebridge Special Meeting by proxy (but not voting on the Corebridge ESPP Proposal) or (c) attending the Corebridge Special Meeting in person and not voting on the Corebridge ESPP Proposal (whether or not such stockholder votes in person on any other proposals to come before the Corebridge Special Meeting) will have the same effect as a vote “AGAINST” the Corebridge ESPP Proposal. However, assuming a quorum is present at the Corebridge Special Meeting, (i) the failure to attend the Corebridge Special Meeting in person or by proxy or (ii) the failure to instruct your bank, broker or other nominee to vote any shares you hold through such intermediary will have no effect on the outcome of the Corebridge ESPP Proposal.

The vote on this proposal is a vote separate and apart from the vote of the Corebridge Common Stockholders to approve the Corebridge Merger Agreement Proposal, and approval of this Corebridge ESPP Proposal is not a condition to completion of the transactions contemplated by the Merger Agreement. Accordingly, a Corebridge Common Stockholder may vote to not approve this proposal and vote to approve the Corebridge Merger Agreement Proposal or vice versa.

IF YOU ARE A COREBRIDGE COMMON STOCKHOLDER, THE COREBRIDGE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE

“FOR” THE COREBRIDGE ESPP PROPOSAL (COREBRIDGE PROPOSAL 3)

 

73

COREBRIDGE PROPOSAL 4: ADJOURNMENT OF THE COREBRIDGE SPECIAL MEETING

The Corebridge Special Meeting may be adjourned to another time and place if necessary to permit solicitation of additional proxies if there are not sufficient votes to approve the Corebridge Merger Agreement Proposal or to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to the Corebridge Common Stockholders.

Corebridge is asking Corebridge Common Stockholders to authorize the holder of any proxy solicited by the Corebridge board of directors to vote in favor of any adjournment to the Corebridge Special Meeting to solicit additional proxies if there are not sufficient votes to approve the Corebridge Merger Agreement Proposal or to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to Corebridge Common Stockholders.

The Corebridge board of directors unanimously recommends that Corebridge Common Stockholders approve the proposal to adjourn the Corebridge Special Meeting, if necessary.

Approval of the Corebridge Adjournment Proposal requires the affirmative vote of the holders of a majority of the shares of Corebridge Common Stock present in person or represented by proxy at the Corebridge Special Meeting and entitled to vote thereon. Any one of (a) an abstention, (b) voting on one or more of the other proposals to come before the Corebridge Special Meeting by proxy (but not voting on the Corebridge Adjournment Proposal) or (c) attending the Corebridge Special Meeting in person and not voting on the Corebridge Adjournment Proposal (whether or not such stockholder votes in person on any other proposals to come before the Corebridge Special Meeting) will have the same effect as a vote “AGAINST” the Corebridge Adjournment Proposal. However, (i) the failure to attend the Corebridge Special Meeting in person or by proxy or (ii) the failure to instruct your bank, broker or other nominee to vote any shares you hold through such intermediary will have no effect on the outcome of the Corebridge Adjournment Proposal.

IF YOU ARE A COREBRIDGE COMMON STOCKHOLDER, THE COREBRIDGE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE

“FOR” THE COREBRIDGE ADJOURNMENT PROPOSAL (COREBRIDGE PROPOSAL 4)

 

74

THE EQUITABLE SPECIAL MEETING

This joint proxy statement/prospectus is being mailed on or about [    ], 2026, to holders of record of Equitable Common Stock as of the close of business on [    ], 2026, and constitutes notice of the Equitable Special Meeting to such holders in conformity with the requirements of the DGCL.

This joint proxy statement/prospectus is being provided to Equitable Common Stockholders as part of a solicitation of proxies by the Equitable board of directors for use at the Equitable Special Meeting and at any adjournments or postponements of the Equitable Special Meeting. Equitable Common Stockholders are encouraged to read the entire document carefully, including the annexes and documents incorporated by reference into this document, for more detailed information regarding the Merger Agreement and the transactions contemplated by the Merger Agreement.

Date, Time and Place of the Equitable Special Meeting

The Equitable Special Meeting will be held virtually on [    ], 2026 at [    ], Eastern Time, at http://[    ]. The Equitable Special Meeting will be held online only and you will not be able to attend in person. Online check-in will begin at [    ], Eastern Time and you should allow ample time for the check-in procedures. If you are a stockholder of record as of the record date, you will be able to attend and participate in the Equitable Special Meeting online, vote your shares electronically, submit your questions during the Equitable Special Meeting and access the list of stockholders entitled to vote at the Equitable Special Meeting during the Equitable Special Meeting by logging in to the website listed above using the 16-digit control number included in your proxy card.

Matters to be Considered at the Equitable Special Meeting

The purposes of the Equitable Special Meeting are as follows, each as further described in this joint proxy statement/prospectus:

 

•

Equitable Proposal 1: Adoption of the Merger Agreement. To consider and vote on the Equitable Merger Agreement Proposal;

 

•

Equitable Proposal 2: Approval of the Equitable Advisory Compensation Proposal. To consider and vote on the Equitable Advisory Compensation Proposal; and

 

•

Equitable Proposal 3: Adjournments of the Equitable Special Meeting. To consider and vote on the Equitable Adjournment Proposal.

Recommendation of the Equitable Board of Directors

The Equitable board of directors unanimously recommends that Equitable Common Stockholders vote:

Equitable Proposal 1: “FOR” the Equitable Merger Agreement Proposal;

Equitable Proposal 2: “FOR” the Equitable Advisory Compensation Proposal; and

Equitable Proposal 3: “FOR” the Equitable Adjournment Proposal.

After careful consideration, the Equitable board of directors unanimously (i) determined that the terms of the Merger Agreement and the transactions contemplated thereby, are fair to, and in the best interests of, Equitable and its stockholders, (ii) directed that the Merger Agreement be submitted to Equitable Common Stockholders for their adoption and (iii) recommended that Equitable Common Stockholders vote in favor of the adoption of the Merger Agreement and the approval of the transactions contemplated thereby.

 

75

See also the section of this joint proxy statement/prospectus titled “The Mergers—Recommendation of the Equitable Board of Directors; Equitable’s Reasons for the Mergers” beginning on page  103.

Record Date for the Equitable Special Meeting and Voting Rights

The record date to determine who is entitled to receive notice of and to vote at the Equitable Special Meeting and any adjournments or postponements thereof is [    ], 2026. As of the close of business on the record date, there were issued and outstanding [    ] shares of Equitable Common Stock entitled to vote at the Equitable Special Meeting. Only the holders of Equitable Common Stock as of such record date are entitled to notice of the Equitable Special Meeting and any adjournment or postponement of the Equitable Special Meeting. In addition, the list of Equitable stockholders entitled to vote at the Equitable Special Meeting will be available for inspection during the Equitable Special Meeting at http://[    ].

Equitable Common Stockholders may cast one vote for each share of Equitable Common Stock held as of that record date.

Quorum; Abstentions and Broker Non-Votes

The holders of a majority of the outstanding shares of Equitable Common Stock entitled to vote at the Equitable Special Meeting must be present in person or represented by proxy in order to constitute a quorum at the Equitable Special Meeting.

Virtual attendance at the Equitable Special Meeting will constitute presence “in person” for the purpose of determining the presence of a quorum for the transaction of business at the Equitable Special Meeting. Abstentions are considered present for purposes of establishing a quorum. Because none of the proposals to be voted on at the Equitable Special Meeting are “routine” matters for which brokers may have discretionary authority to vote, no bank, broker or other nominee will be permitted to vote your shares of Equitable Common Stock at the Equitable Special Meeting without receiving your instructions. As such, we do not expect any broker non-votes at the Equitable Special Meeting. Thus, if your shares are held in the name of a bank, broker or other nominee and you do not obtain and submit a “legal proxy” to vote such shares at the Equitable Special Meeting or provide voting instructions to your bank or broker with respect to such shares, they will not be deemed present at the Equitable Special Meeting for purposes of establishing a quorum. If a quorum is not present on the Equitable Merger Agreement Proposal and the Equitable Adjournment Proposal is approved, the Equitable Special Meeting will be adjourned until the holders of sufficient voting power of the outstanding shares of Equitable Common Stock entitled to vote at the Equitable Special Meeting are present to constitute a quorum.

Under NYSE rules, banks, brokers or other nominees who hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, banks, brokers or other nominees are not allowed to exercise their voting discretion with respect to the approval of matters that the NYSE determines to be “non-routine.” Generally, a broker non-vote occurs on an item when (i) a bank, broker or other nominee has discretionary authority to vote on one or more “routine” proposals to be voted on at a meeting of stockholders, but is not permitted to vote on other “non-routine” proposals without instructions from the beneficial owner of the shares and (ii) the beneficial owner fails to provide the bank, broker or other nominee with such instructions. Under the NYSE rules, “non-routine” matters include the Equitable Merger Agreement Proposal (Equitable Proposal 1), the Equitable Advisory Compensation Proposal (Equitable Proposal 2) and the Equitable Adjournment Proposal (Equitable Proposal 3). Because none of the proposals to be voted on at the Equitable Special Meeting are “routine” matters for which brokers may have discretionary authority to vote, no bank, broker or other nominee will be permitted to vote your shares of Equitable Common Stock at the Equitable Special Meeting without receiving your instructions. As such, Equitable does not expect any broker non-votes at the Equitable Special Meeting. As a result, if you hold your shares of Equitable Common Stock in “street name,”

 

76

your shares will not be represented and will not be voted on any matter unless you affirmatively instruct your bank, broker or other nominee how to vote your shares in one of the ways indicated by your bank, broker or other nominee. It is therefore critical that you cast your vote by instructing your bank, broker or other nominee on how to vote.

If you submit a properly executed proxy card and abstain from voting or vote against the approval of the Merger Agreement, your shares of Equitable Common Stock will be counted for purposes of calculating whether a quorum is present at the Equitable Special Meeting. Validly executed proxies containing no voting instructions will be voted in accordance with the recommendations of the Equitable board of directors. If additional votes must be solicited to approve the Equitable Merger Agreement Proposal, it is expected that the meeting will be adjourned to solicit additional proxies.

Required Votes; Vote of Equitable’s Directors and Executive Officers

Except for the Equitable Adjournment Proposal, the vote required to approve all of the proposals listed herein assumes the presence of a quorum.

 

Proposal				Votes Necessary
Equitable Proposal 1		Equitable Merger Agreement Proposal		Approval requires the affirmative vote at the Equitable Special Meeting of the holders of a majority of the outstanding shares of Equitable Common Stock entitled to vote on such proposal.   A failure to vote, a failure to provide instructions with respect to any shares held through a bank, broker or other nominee or an abstention will have the same effect as a vote “AGAINST” the Equitable Merger Agreement Proposal.
Equitable Proposal 2		Equitable Advisory Compensation Proposal		Approval requires the affirmative vote of the holders of a majority of the shares of Equitable Common Stock present in person or represented by proxy at the Equitable Special Meeting and entitled to vote thereon.   Any one of (a) an abstention, (b) voting on one or more of the other proposals to come before the Equitable Special Meeting by proxy (but not voting on the Equitable Advisory Compensation Proposal) or (c) attending the Equitable Special Meeting in person and not voting on the Equitable Advisory Compensation Proposal (whether or not such stockholder votes in person on any other proposals to come before the Equitable Special Meeting) will have the same effect as a vote “AGAINST” the Equitable Advisory Compensation Proposal. However, assuming a quorum is present at the Equitable Special Meeting, (i) the failure to attend the Equitable Special Meeting in person or by proxy or (ii) the failure instruct to your bank, broker or other nominee to vote any shares you hold through such intermediary will have no effect on the outcome of the Equitable Advisory Compensation Proposal.

 

77

Proposal				Votes Necessary
Equitable Proposal 3		Equitable Adjournment Proposal		Approval requires the affirmative vote of the holders of a majority of the shares of Equitable Common Stock present in person or represented by proxy at the Equitable Special Meeting and entitled to vote thereon.   Any one of (a) an abstention, (b) voting on one or more of the other proposals to come before the Equitable Special Meeting by proxy (but not voting on the Equitable Adjournment Proposal) or (c) attending the Equitable Special Meeting in person and not voting on the Equitable Adjournment Proposal (whether or not such stockholder votes in person on any other proposals to come before the Equitable Special Meeting) will have the same effect as a vote “AGAINST” the Equitable Adjournment Proposal. However, (i) the failure to attend the Equitable Special Meeting in person or by proxy or (ii) the failure to instruct your bank, broker or other nominee to vote any shares you hold through such intermediary will have no effect on the outcome of the Equitable Adjournment Proposal.

As of the record date, Equitable’s directors and executive officers beneficially owned and were entitled to vote approximately [    ] shares of Equitable Common Stock, representing [   ]% the total outstanding shares of Equitable Common Stock. Although none of them have entered into any agreement obligating them to vote in a certain way, Equitable currently expects that all of its directors and executive officers will vote their shares “FOR” the Equitable Merger Agreement Proposal, “FOR” the Equitable Advisory Compensation Proposal and “FOR” the Equitable Adjournment Proposal.

For more information regarding the security ownership of Equitable’s directors and executive officers, see the information provided in the section of this joint proxy statement/prospectus titled “Certain Beneficial Owners of Equitable Common Stock—Security Ownership of Equitable Common Stock by Directors, Executive Officers and NEOs” beginning on page 231.

Methods of Voting

 

•

By Internet: Through the Internet by logging onto the website indicated on the enclosed proxy card and following the prompts using the control number located on the proxy card.

 

•

By Telephone: By calling (from the United States, Puerto Rico and Canada) the toll-free telephone number listed on the enclosed proxy card and following the prompts using the control number located on the proxy card.

 

•

By Mail: By completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

 

•

Voting Virtually at the Equitable Special Meeting: Shares held directly in your name as stockholder of record (or for which you have been duly appointed to act as proxy at the Equitable Special Meeting) may be voted virtually at the Equitable Special Meeting.

If you hold your shares in “street name,” proxies submitted over the Internet or by telephone as described above by the record holder of your shares (or proxyholder or other authorized person duly authorized by the record holder of your shares) must be received by [    ], Eastern Time, on [    ], 2026.

 

78

Notwithstanding the above, if your shares are held in “street name” by a bank, broker or other nominee, you should follow the instructions you receive from your bank, broker or other nominee on how to vote your shares. Registered stockholders as of the record date and their duly authorized proxies who attend the Equitable Special Meeting may vote their shares personally even if they previously have voted their shares.

How to Ask Questions at the Equitable Special Meeting

The virtual Equitable Special Meeting allows stockholders of record to submit questions during the Equitable Special Meeting in the question box provided on the virtual meeting website. At the Equitable Special Meeting, Equitable will respond to as many inquiries that are relevant to the business of the meeting as time allows.

What to Do If You Have Technical Difficulties or Trouble Accessing the Virtual Meeting Website

Equitable will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting website. If you encounter any difficulties accessing the virtual meeting website during the check-in or meeting time, please call the technical support number that will be posted on the virtual meeting website log-in page at http://[    ].

What to Do If You Cannot Virtually Attend the Equitable Special Meeting

You may submit a proxy to vote your shares before the Equitable Special Meeting by Internet, by mail or by telephone pursuant to the instructions contained in your proxy card. You do not need to access the Equitable Special Meeting webcast to vote if you submitted a proxy to vote your shares by mail, by Internet or by telephone in advance of the Equitable Special Meeting.

Revocability of Proxies

Any Equitable Common Stockholder giving a proxy has the right to revoke it before the proxy is exercised at the Equitable Special Meeting by any of the following actions:

 

•

sending a signed written notice that you revoke your proxy to Equitable’s Corporate Secretary, bearing a later date than your original proxy and mailing it so that it is received prior to the Equitable Special Meeting;

 

•

subsequently submitting a new, validly executed proxy (including by submitting a proxy via the Internet or telephone) at a later date than your original proxy so that the new proxy is received before the Equitable Special meeting; or

 

•

voting virtually at the Equitable Special Meeting.

Execution or revocation of a proxy will not in any way affect the stockholder’s right to attend the Equitable Special Meeting and vote in person.

Written notices of revocation and other communications with respect to the revocation of proxies should be addressed to:

Equitable Holdings, Inc.

1345 Avenue of the Americas

New York, New York 10105

Attention: Corporate Secretary

If your shares are held in “street name” and you previously provided voting instructions to your broker, bank or other nominee, you should follow the instructions provided by your broker, bank or other nominee to revoke or change your voting instructions.

 

79

Unless revoked, or otherwise provided, all proxies representing shares entitled to vote that are delivered pursuant to this solicitation will be voted at the Equitable Special Meeting and, where a choice has been specified on the proxy card, will be voted in accordance with such specification. If an Equitable Common Stockholder makes no specification on his, her or its proxy card as to how such Equitable Common Stockholder should want his, her or its shares of Equitable Common Stock voted, such proxy will be voted as recommended by the Equitable board of directors as stated in this joint proxy statement/prospectus, specifically “FOR” the Equitable Merger Agreement Proposal, “FOR” the Equitable Advisory Compensation Proposal and “FOR” the Equitable Adjournment Proposal.

Proxy Solicitation Costs

Equitable is soliciting proxies to provide an opportunity to Equitable Common Stockholders to vote on agenda items, whether or not the stockholders are able to attend the Equitable Special Meeting or an adjournment or postponement thereof. Equitable will bear the entire cost of soliciting proxies from its stockholders. In addition to the solicitation of proxies by mail, Equitable will ask banks, brokers and other custodians, nominees and fiduciaries to forward the proxy solicitation materials to the beneficial owners of shares of Equitable Common Stock held of record by such nominee holders. Equitable may be required to reimburse these nominee holders for their customary clerical and mailing expenses incurred in forwarding the proxy solicitation materials to the beneficial owners.

Equitable has retained D.F. King to assist in the solicitation process. Equitable estimates that it will pay D.F. King a fee of approximately $65,000 plus reimbursement for costs and expenses. Equitable also has agreed to indemnify D.F. King against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions). In addition to solicitation by mail, Equitable’s directors, officers and other employees may solicit proxies in person, by telephone, electronically, by mail or other means. These persons will not be specifically compensated for doing so.

Attending the Equitable Special Meeting

You are entitled to attend the Equitable Special Meeting only if you are a holder of record of Equitable Common Stock at the close of business on [    ], 2026 (the record date for the Equitable Special Meeting), or you hold your Equitable Common Stock beneficially in the name of a broker, bank or other nominee as of the record date, or you hold a valid proxy to vote shares entitled to vote at the Equitable Special Meeting.

To enter the meeting, you must have your 16-digit control number that is shown on your proxy card.

If your shares are held by a bank, broker or other nominee, you are considered the beneficial owner of shares held in “street name,” and your bank, broker or other nominee is considered the stockholder of record with respect to those shares. Your bank, broker or other nominee will send you, as the beneficial owner, a package describing the procedure for voting your shares, including a voting instruction form. You should follow the instructions provided by them to vote your shares. You are invited to attend the Equitable Special Meeting; however, you may not vote these shares through the Internet during the Equitable Special Meeting (or ask questions thereat) unless you obtain and submit a signed “legal proxy,” executed in your favor, from your bank, broker or other nominee that holds your shares, giving you the right to vote the shares at the Equitable Special Meeting, and, if necessary, obtain a 16-digit control number to vote your shares at the Equitable Special Meeting. Instructions on how to connect and participate via the Internet are posted at http://[    ].

Householding

Some banks, brokers and other nominees may be participating in the practice of “householding” proxy statements and annual reports. This means that only one copy of this joint proxy statement/prospectus may have

 

80

been sent to multiple stockholders in your household. You can request prompt delivery of a copy of this joint proxy statement/prospectus by writing to:

D.F. King Co., Inc.

28 Liberty Street

53^rd Floor

New York, New York 10005

Stockholders Call Toll-Free: (800) 967-7510

Banks & Brokers Call Collect: (646) 602-4900

Email: Equitable@dfking.com

Tabulation of Votes; Results of the Equitable Special Meeting

Representatives of Computershare will tabulate the votes and will act as independent inspector of election at the Equitable Special Meeting.

The preliminary voting results will be announced at the Equitable Special Meeting. In addition, within four business days following the Equitable Special Meeting, Equitable intends to file the final voting results with the SEC on a Current Report on Form 8-K. If the final voting results have not been certified within that four-business-day period, Equitable will report the preliminary voting results on a Current Report on Form 8-K at that time and will file an amendment to the Current Report on Form 8-K to report the final voting results within four days of the date that the final results are certified.

Adjournments

If there are not sufficient votes at the time of the Equitable Special Meeting to approve the Equitable Merger Agreement Proposal or additional time is needed to ensure that any supplement or amendment to the joint proxy statement/prospectus accompanying this notice is timely provided to Equitable Common Stockholders, whether or not a quorum is present at the Equitable Special Meeting, then Equitable Common Stockholders may be asked to vote on the Equitable Adjournment Proposal.

If the adjournment is for more than 30 days, or if after the adjournment a new record date for determining the stockholders entitled to vote is fixed for the adjourned meeting, Equitable will give notice of the adjourned meeting to each Equitable Common Stockholder of record entitled to notice of the adjourned meeting as of the record date for determining the stockholders entitled to notice of the adjourned meeting.

At any subsequent reconvening of the Equitable Special Meeting at which a quorum is present, any business may be transacted that might have been transacted at the original meeting, and all proxies will be voted in the same manner as they would have been voted at the original convening of the Equitable Special Meeting, except for any proxies that have been effectively revoked or withdrawn prior to the time the proxy is exercised at the reconvened meeting.

Assistance

If you need assistance voting or completing your proxy card or have questions regarding the Equitable Special Meeting, please contact D.F. King, the proxy solicitation agent for Equitable:

D.F. King & Co., Inc.

28 Liberty Street

53^rd Floor

New Yor, New York 10005

Stockholders Call Toll-Free: (800) 967-7510

Banks & Brokers Call Collect: (646) 602-4900

Email: Equitable@dfking.com

 

81

EQUITABLE COMMON STOCKHOLDERS SHOULD CAREFULLY READ THIS JOINT PROXY

STATEMENT/PROSPECTUS IN ITS ENTIRETY FOR MORE DETAILED INFORMATION CONCERNING THE MERGER AGREEMENT AND THE MERGERS. IN PARTICULAR, EQUITABLE COMMON STOCKHOLDERS ARE DIRECTED TO THE MERGER AGREEMENT AND THE NEW EQUITABLE CERTIFICATE OF INCORPORATION AND BY-LAWS WHICH ARE ATTACHED AS ANNEX A, ANNEX B AND ANNEX C HERETO, RESPECTIVELY.

 

82

EQUITABLE PROPOSAL 1: ADOPTION OF THE MERGER AGREEMENT

This joint proxy statement/prospectus is being furnished to you as an Equitable Common Stockholder as part of the solicitation of proxies by the Equitable board of directors for use at the Equitable Special Meeting to consider and vote upon a proposal to adopt the Merger Agreement, which is attached as Annex A to this joint proxy statement/prospectus.

The Equitable board of directors, after due and careful discussion and consideration, unanimously approved and declared advisable the Merger Agreement, the Mergers and the other transactions contemplated by the Merger Agreement, and determined that the Merger Agreement, the Mergers and the other transactions contemplated by the Merger Agreement are fair to and in the best interests of Equitable and its stockholders.

The Equitable board of directors unanimously recommends that Equitable Common Stockholders adopt the Merger Agreement, as disclosed in this joint proxy statement/prospectus and particularly the related narrative disclosures in the sections of this joint proxy statement/prospectus titled “The Mergers” beginning on page 86 and “The Merger Agreement” beginning on page 155 and as attached as Annex A to this joint proxy statement/prospectus.

Adoption of the Merger Agreement requires the affirmative vote at the Equitable Special Meeting of the holders of a majority of the outstanding shares of Equitable Common Stock in favor of the Equitable Merger Agreement Proposal. A failure to vote, failure to provide instructions with respect to your shares held through a bank, broker or other nominee or an abstention will have the same effect as a vote “AGAINST” the Equitable Merger Agreement Proposal.

The approval, timing and completion of the transactions contemplated by the Merger Agreement are not conditioned on the approval and implementation of the Equitable Advisory Compensation Proposal or the Equitable Adjournment Proposal.

IF YOU ARE AN EQUITABLE COMMON STOCKHOLDER, THE EQUITABLE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE

“FOR” THE EQUITABLE MERGER AGREEMENT PROPOSAL (EQUITABLE PROPOSAL 1)

 

83

EQUITABLE PROPOSAL 2: APPROVAL OF THE EQUITABLE

ADVISORY COMPENSATION PROPOSAL

Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Rule 14a-21(c) of the Exchange Act, Equitable is seeking non-binding, advisory common stockholder approval of the compensation of Equitable’s named executive officers, pursuant to arrangements with Equitable, that is based on or otherwise relates to the transactions as disclosed in the section of this joint proxy statement/prospectus titled “The Mergers—Interests of Equitable Directors and Executive Officers in the Mergers—Golden Parachute Compensation” beginning on page 149. The proposal gives the Equitable Common Stockholders the opportunity to express their views on the transaction-related compensation of Equitable’s named executive officers. Accordingly, Equitable is requesting adoption of the following resolution, on a non-binding, advisory basis:

“RESOLVED, that the compensation that may be paid or become payable by Equitable to its executive officers in connection with the transactions, and the agreements or understandings pursuant to which such compensation may be paid or become payable, in each case as disclosed pursuant to Item 402(t) of Regulation S-K in “The Mergers—Interests of Equitable Directors and Executive Officers in the Mergers—Golden Parachute Compensation,” are hereby APPROVED on a non-binding, advisory basis.”

The Equitable board of directors unanimously recommends that Equitable Common Stockholders adopt the executive officer compensation, as disclosed in this joint proxy statement/prospectus and particularly the related narrative disclosures in the section of this joint proxy statement/prospectus titled “The Mergers—Interests of Equitable Directors and Executive Officers in the Mergers” beginning on page 143.

Approval of the Equitable Advisory Compensation Proposal requires the affirmative vote of the holders of a majority of the shares of Equitable Common Stock present in person or represented by proxy at the Equitable Special Meeting and entitled to vote thereon. Any one of (a) an abstention, (b) voting on one or more of the other proposals to come before the Equitable Special Meeting by proxy (but not voting on the Equitable Advisory Compensation Proposal) or (c) attending the Equitable Special Meeting in person and not voting on the Equitable Advisory Compensation Proposal (whether or not such stockholder votes in person on any other proposals to come before the Equitable Special Meeting) will have the same effect as a vote “AGAINST” the Equitable Advisory Compensation Proposal. However, assuming a quorum is present at the Equitable Special Meeting, (i) the failure to attend the Equitable Special Meeting in person or by proxy or (ii) the failure to instruct your bank, broker or other nominee to vote any shares you hold through such intermediary will have no effect on the outcome of the Equitable Advisory Compensation Proposal.

The vote on this proposal is a vote separate and apart from the vote of the Equitable Common Stockholders to approve the Equitable Merger Agreement Proposal, and approval of this Equitable Advisory Compensation Proposal is not a condition to completion of the transactions contemplated by the Merger Agreement. Accordingly, an Equitable Common Stockholder may vote to not approve this proposal and vote to approve the Equitable Merger Agreement Proposal or vice versa. The vote with respect to this Equitable Advisory Compensation Proposal is advisory only and will not be binding on Equitable or New Equitable, regardless of whether the Equitable Merger Agreement Proposal or the Equitable Adjournment Proposal are approved. If the transactions contemplated by the Merger Agreement are completed, the transaction-related compensation may be paid to Equitable’s named executive officers to the extent payable in accordance with the terms of the compensation agreements and arrangements even if the Equitable Common Stockholders fail to approve this Equitable Advisory Compensation Proposal.

IF YOU ARE AN EQUITABLE COMMON STOCKHOLDER, THE EQUITABLE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE

“FOR” THE EQUITABLE ADVISORY COMPENSATION PROPOSAL (EQUITABLE PROPOSAL 2)

 

84

EQUITABLE PROPOSAL 3: ADJOURNMENT OF THE EQUITABLE SPECIAL MEETING

The Equitable Special Meeting may be adjourned to another time and place if necessary to permit solicitation of additional proxies if there are not sufficient votes to approve the Equitable Merger Agreement Proposal or to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to the Equitable Common Stockholders.

Equitable is asking Equitable Common Stockholders to authorize the holder of any proxy solicited by the Equitable board of directors to vote in favor of any adjournment to the Equitable Special Meeting to solicit additional proxies if there are not sufficient votes to approve the Equitable Merger Agreement Proposal or to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to Equitable Common Stockholders.

The Equitable board of directors unanimously recommends that Equitable Common Stockholders approve the proposal to adjourn the Equitable Special Meeting, if necessary.

Approval of the Equitable Adjournment Proposal requires the affirmative vote of the holders of a majority of the shares of Equitable Common Stock present in person or represented by proxy at the Equitable Special Meeting and entitled to vote thereon. Any one of (a) an abstention, (b) voting on one or more of the other proposals to come before the Equitable Special Meeting by proxy (but not voting on the Equitable Adjournment Proposal) or (c) attending the Equitable Special Meeting in person and not voting on the Equitable Adjournment Proposal (whether or not such stockholder votes in person on any other proposals to come before the Equitable Special Meeting) will have the same effect as a vote “AGAINST” the Equitable Adjournment Proposal. However, (i) the failure to attend the Equitable Special Meeting in person or by proxy or (ii) the failure to instruct your bank, broker or other nominee to vote any shares you hold through such intermediary will have no effect on the outcome of the Equitable Adjournment Proposal.

IF YOU ARE AN EQUITABLE COMMON STOCKHOLDER, THE EQUITABLE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE

“FOR” THE EQUITABLE ADJOURNMENT PROPOSAL (EQUITABLE PROPOSAL 3)

 

85

THE MERGERS

This section of the joint proxy statement/prospectus describes material aspects of the Mergers. This summary may not contain all of the information that is important to you. You should carefully read this entire joint proxy statement/prospectus and the other documents referred to for a more complete understanding of the Mergers. In addition, important business and financial information about each of Corebridge and Equitable is incorporated into this joint proxy statement/prospectus by reference. You may obtain the information incorporated by reference into this joint proxy statement/prospectus without charge by following the instructions in the section of this joint proxy statement/prospectus titled “Where You Can Find More Information” beginning on page 250.

The Mergers and the Merger Agreement

The terms and conditions of the transaction are contained in the Merger Agreement, a copy of which is attached as Annex A to this joint proxy statement/prospectus, and which is incorporated by reference into this joint proxy statement/prospectus. You are encouraged to read the Merger Agreement carefully and in its entirety, as it is the primary legal document that governs the transaction between Corebridge and Equitable.

The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, Corebridge and Equitable will effect an all-stock merger transaction to combine their respective businesses through: (a) the Corebridge Merger, with Corebridge as the surviving corporation in the Corebridge Merger and a direct wholly-owned subsidiary of New Equitable and (b) immediately following the consummation of the Corebridge Merger, the Equitable Merger, with Equitable as the surviving corporation in the Equitable Merger and a direct wholly-owned subsidiary of New Equitable.

Merger Consideration

In the Mergers, (a) each share of Corebridge Common Stock (excluding any shares of Corebridge Common Stock owned by Corebridge, Equitable or any of their respective wholly-owned subsidiaries, or held in treasury by Corebridge (but not including any such shares of Corebridge Common Stock owned by a Corebridge benefit plan, held on behalf of third parties or held by a public or private fund)), issued and outstanding immediately prior to the Corebridge Effective Time will be converted into, and become exchangeable for, 1.000 shares of New Equitable Common Stock, which ratio is referred to as the “Corebridge Exchange Ratio,” and (b) each share of Equitable Common Stock (excluding (i) shares of Equitable Common Stock owned by Equitable, Corebridge or any of their respective wholly-owned subsidiaries, or held in treasury by Equitable (but not including any such shares of Equitable Common Stock owned by an Equitable benefit plan, held on behalf of third parties or held by a public or private fund), and (ii) outstanding performance share units granted under any Equitable stock plan) issued and outstanding immediately prior to the Equitable Effective Time will be converted into, and become exchangeable for, 1.55516 shares of New Equitable Common Stock, which ratio is referred to as the “Equitable Exchange Ratio.” Each holder of Corebridge Common Stock or Equitable Common Stock who would otherwise be entitled to receive a fraction of a share of New Equitable Common Stock will receive a cash payment in lieu of such fractional share. The Corebridge Exchange Ratio and Equitable Exchange Ratio are fixed, which means that they will not change between now and the date of completion of the Mergers, regardless of whether the market price of either Corebridge Common Stock or Equitable Common Stock changes.

In connection with the Mergers, each of the issued and outstanding shares of (a) Corebridge Preferred Stock will be converted into, and become exchangeable for, one share of Series 2 New Equitable Preferred Stock, with substantially identical powers, preferences, privileges and rights as the Corebridge Preferred Stock, (b) Equitable Series A Preferred Stock will be converted into, and become exchangeable for, one share of Series 1-A New Equitable Preferred Stock, with substantially identical powers, preferences, privileges and rights as the Equitable Series A Preferred Stock, and (c) Equitable Series C Preferred Stock will be converted into, and become exchangeable for, one share of Series 1-C New Equitable Preferred Stock, with substantially identical powers, preferences, privileges and rights as the Equitable Series C Preferred Stock.

 

86

Background of the Mergers

In the ordinary course of business, the management and board of directors of each of Corebridge and Equitable regularly review, assess and discuss developments in their respective companies’ industry segments, their companies’ performance, strategy and competitive positioning in the industries in which they operate, and strategic options available to their companies’ businesses in light of economic and market conditions, with a view towards enhancing stockholder value. As part of each company’s ongoing review and assessment, representatives of each of Corebridge and Equitable have, from time to time, considered and discussed a range of strategic options to increase stockholder value, including the potential for business combinations, alliances and other transactions in order to further the strategic objectives of their respective companies.

During the course of its assessments, including the discussions and negotiations with Equitable as described herein, the Corebridge board of directors developed a view that the Mergers would create a leading retirement, life insurance and wealth and asset management platform, resulting in Corebridge being able to better serve its clients and deliver value for its stockholders. The Corebridge board of directors considered a range of potential alternatives reasonably available to Corebridge, whether through organic growth or acquisitions or remaining a standalone public company. The Corebridge board of directors viewed Equitable as a desirable potential merger partner due to its reputation, size, cultural compatibility, and complementary businesses, products, balance sheet, and ownership of and partnership with AllianceBernstein, a leading global asset management company.

During the course of its assessments, including the discussions and negotiations with Corebridge as described herein, the Equitable board of directors similarly developed a view that greater scale and breadth could provide significant financial and strategic benefits and allow Equitable to better serve its clients and deliver value for its stockholders. The Equitable board of directors considered a range of potential transactions that could enhance scale across Equitable’s retirement, asset management, and wealth management businesses. To add scale and breadth to its retirement business, the Equitable board of directors viewed Corebridge as a desirable potential merger partner due to its outstanding reputation, size, cultural compatibility, and complementary businesses, products, and balance sheet, as well as the likely benefit to Equitable’s flywheel business model from revenue synergies with Equitable’s asset management and wealth management businesses.

Equitable considered a potential combination with Corebridge in early 2023 and approached Corebridge’s then-parent company. In various meetings since that time, the Equitable board of directors discussed the possibility of exploring a potential combination with Corebridge among other strategic options.

On July 18, 2025, Mr. Alan Colberg, the Chairperson of the Corebridge board of directors, and Mr. Mark Pearson, the Chief Executive Officer of Equitable, held a meeting to explore possible interest in a potential transaction between Corebridge and Equitable. During this meeting, Mr. Pearson and Mr. Colberg discussed the life insurance industry and areas of mutual interest between the two companies. On September 9, 2025, Mr. Pearson provided an update regarding this meeting to the Equitable board of directors. Subsequently, on September 16, 2025, Mr. Colberg and Ms. Joan Lamm-Tennant, Chairperson of the Equitable board of directors, held a similar exploratory meeting.

In November 2025, Mr. Pearson provided another update to the Equitable board of directors regarding the status of a potential transaction with Corebridge. Mr. Pearson proposed to the Equitable board of directors that at some point after Mr. Marc Costantini’s appointment as the new Corebridge Chief Executive Officer took effect, he would reach out to Mr. Costantini, the President and Chief Executive Officer of Corebridge, to request a meeting.

On December 3, 2025, during a regularly scheduled meeting of the Corebridge board of directors, the Corebridge board of directors reviewed a number of strategic options for Corebridge to increase stockholder value. Following this review, the Corebridge board of directors authorized Corebridge management to proceed in discussions with representatives of Equitable.

 

87

On December 16, 2025, Equitable’s management team held an offsite meeting focused on developing Equitable’s post-2027 strategy in advance of scheduled updates with Equitable’s board of directors in February, May and July 2026. Equitable’s management team discussed, among other things, potential organic and inorganic options for scaling its retirement, asset management, and wealth management businesses, including a potential transaction with Corebridge.

On January 6, 2026, Messrs. Costantini and Pearson held a meeting to discuss, at a high level, the possible benefits of a potential transaction between Corebridge and Equitable.

On January 15, 2026, Messrs. Costantini and Colberg held a meeting with Mr. Pearson and Ms. Lamm-Tennant to discuss the strategic merits of a potential no-premium all-stock merger of equals between Corebridge and Equitable. During this meeting, Mr. Pearson and Ms. Lamm-Tennant presented their views on a potential governance framework for the combined company consistent with a merger of equals, including the possibility of Mr. Costantini serving as President and Chief Executive Officer and Mr. Pearson serving as Executive Chair of the combined company. Messrs. Costantini and Colberg suggested at this meeting that the combined company board of directors should initially be comprised of six directors designated by Corebridge and six directors designated by Equitable, with the 13th director being the Chief Executive Officer of the combined company. The parties discussed the possibility of Mr. Colberg serving as the lead independent director of the combined company and discussed the possibility of the combined company forming a four-person executive committee chaired by the Executive Chair and including the current chairs and chief executive officers of each of Equitable and Corebridge. All parties expressed alignment on the transaction being structured as a no-premium, all-stock merger of equals.

Also on January 15, 2026, Corebridge and Equitable agreed to direct their respective advisors to engage with each other in respect of the potential transaction, including Morgan Stanley & Co. LLC (“Morgan Stanley”) and Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”) for Corebridge, and Goldman Sachs & Co. LLC (“Goldman Sachs”) and Paul, Weiss, Rifkind, Wharton & Garrison LLP (“Paul, Weiss”) for Equitable.

On January 21, 2026, the Equitable board of directors held a special meeting with members of Equitable management and representatives of each of Paul, Weiss and Goldman Sachs in attendance. Mr. Pearson provided the Equitable board of directors with an update on the meetings that had been held with Mr. Costantini and Mr. Colberg, noting that a potential transaction with Corebridge was a unique opportunity, but further discussions would be necessary to progress a potential transaction. Discussion ensued regarding the state of the life insurance industry, the potential strategic benefits of the potential transaction, including potential synergies and the anticipated financial profile of the combined company, as well as other potential strategic transactions Equitable might consider. Following discussion, the Equitable board of directors expressed its support for Equitable management and advisors to continue to evaluate a potential transaction with Corebridge.

On January 22, January 28, and February 11, 2026, Messrs. Costantini and Pearson held meetings to continue their discussion of the potential strategic benefits and industrial logic of a potential merger of equals between the two companies. They also continued to discuss governance terms consistent with a merger of equals, including whether the combined company board of directors would have an even number of directors designated by each of Corebridge and Equitable, and the potential roles and responsibilities of the Chief Executive Officer, Executive Chair and Lead Independent Director of the combined company board of directors. As part of such conversations, Messrs. Costantini and Pearson also discussed the cultural fit and value alignment between the two organizations and how Equitable’s partnership with AllianceBernstein would fit into the combined company, and how to ensure that AllianceBernstein would benefit and grow from the potential combination.

Equitable’s board of directors viewed the determination of the Chief Executive Officer of the combined company as a significant matter. In February and March 2026, Mr. Pearson, Ms. Lamm-Tennant, the respective chairs of Equitable’s Compensation and Talent and Nomination and Governance Committees, as well as Mr. Robin Raju, Equitable’s Chief Financial Officer, and Mr. Jeff Hurd, Equitable’s Chief Operating Officer,

 

88

met with Mr. Costantini in several group and individual meetings. At such meetings, Mr. Costantini discussed his vision for the combined company, what the combined company would mean to the industry, and how the combined company could serve its current and future clients under his leadership. Equitable’s board of directors was briefed on each of these meetings and learned that each Equitable representative who met with Mr. Costantini was impressed by Mr. Costantini and felt a strong alignment with his views on leadership, culture, and the growth prospects of the combined company. Each Equitable representative who met with Mr. Costantini believed he could be a strong leader of the combined company. The Equitable board of directors also received briefings on Mr. Costantini’s previous leadership roles and his experience and reputation.

Similarly, Corebridge’s board of directors viewed the determination of the Executive Chair of the combined company as a significant matter. Over the course of February 2026 and March 2026, Mr. Costantini, Mr. Colberg, as well as other members of the Corebridge board of directors, met with Mr. Pearson in group and individual meetings. At such meetings, Mr. Pearson shared his vision for the combined company. The representatives of Corebridge that met with Mr. Pearson were impressed with his track record as the Chief Executive Officer of Equitable and believed that he would support and enable Mr. Costantini in his role leading the combined organization. Corebridge’s board of directors also noted the importance of having Mr. Colberg act as the lead independent director of the combined company.

On February 4, 2026, Equitable released its earnings results for the fourth quarter and fiscal year 2025 and held a related earnings call. On February 9, 2026, Corebridge similarly released its earnings results for the fourth quarter and fiscal year 2025 and held a related earnings call.

On February 19, 2026, the Corebridge board of directors held a meeting to discuss the potential transaction with Equitable. Members of management, as well as representatives of Morgan Stanley and Skadden, legal counsel to Corebridge, also attended this meeting. Representatives of Morgan Stanley discussed with the Corebridge board of directors an overview of the potential transaction, including certain preliminary financial information relating to the potential transaction, key considerations, an illustrative transaction timeline and summary of possible next steps. The Corebridge board of directors also reviewed a summary of Morgan Stanley’s material relationships with Corebridge, certain significant stockholders of Corebridge, Equitable and AllianceBernstein as of February 8, 2026, and determined that Morgan Stanley could provide objective advice to Corebridge in light of these relationships. Following discussions, the Corebridge board of directors determined to continue its review at its next meeting and instructed Corebridge’s management and advisors to continue to perform their respective legal, financial and strategic analyses of the potential transaction.

On February 21-23, 2026, Mr. Elias Habayeb, the then Chief Financial Officer of Corebridge, and Mr. Raju, together with representatives of each of Morgan Stanley and Goldman Sachs held several meetings to discuss the terms of a mutual confidentiality agreement, clean team confidentiality agreement and exclusivity agreement to be entered into by the parties in order to further facilitate discussions. During the course of these meetings, representatives of each of Corebridge and Morgan Stanley indicated to representatives of each of Equitable and Goldman Sachs that the Corebridge board of directors was willing to proceed to discuss a potential transaction on certain terms previously proposed during earlier discussions, including (i) the possibility that the combined company would be led by Mr. Costantini as Chief Executive Officer and Mr. Pearson as Executive Chair, with Messrs. Pearson and Costantini to further work out and discuss the details of their respective roles, (ii) the possibility that the combined company board of directors would have an equal number of directors from each of Equitable and Corebridge, and (iii) the possibility that the board of directors of the combined company would include a four-person executive committee comprised of two directors designated by each of Corebridge and Equitable.

On February 23, 2026, representatives of Paul, Weiss distributed to representatives of Skadden an initial draft of the Merger Agreement, which contemplated, among other terms and conditions, (i) a split combined company board of directors, with an equal number of members designated by each party, (ii) the Executive Chair

 

89

of the combined company board of directors also serving as Chairperson of the Executive Committee to be formed at Closing, (iii) formation of a post-Closing integration steering committee, to be comprised of employees of the combined company selected jointly by the Chief Executive Officer and Executive Chair of the combined company, (iv) the combined company retaining Equitable’s name and trading symbol, and being headquartered in Houston, Texas or such other location as mutually agreed by Corebridge and Equitable, (v) a termination fee of $500 million payable by Corebridge in certain customary scenarios, including for Equitable’s termination of the Merger Agreement for Corebridge’s change in board recommendation, (vi) a termination fee of $500 million payable by Equitable in certain customary scenarios, including for Corebridge’s termination of the Merger Agreement for Equitable’s change in board recommendation, (vii) delivery of voting and support agreements in favor of the potential transaction from Nippon Life, Blackstone Inc. (“Blackstone”) and American International Group, Inc. (“AIG”), (viii) a reciprocal condition to the Closing that each party will have received a tax opinion, in form and substance reasonably satisfactory to such party, providing that the Mergers, taken together, will qualify as a transaction described in Section 351 of the Code and (ix) covenants requiring each of Corebridge and Equitable to call and hold a special stockholder meeting (even if the Corebridge board of directors or the Equitable board of directors has changed its recommendation that its stockholders approve the Merger Agreement).

Also on February 23, 2026, the Equitable board of directors held a meeting attended by representatives of each of Paul, Weiss and Goldman Sachs. Ms. Lamm-Tennant and Mr. Pearson updated the Equitable board of directors with an overview of ongoing discussions regarding the potential combination, including preliminary discussions to-date regarding proposed governance arrangements for the combined company, and the status of the preliminary due diligence process. Representatives of Goldman Sachs also reviewed with the Equitable board of directors Goldman Sachs’ preliminary financial analysis of a potential transaction with Corebridge as well as an illustrative transaction timeline and a summary of next steps. Following this review, the Equitable board of directors authorized Equitable management to continue in discussions with representatives of Corebridge.

Also on February 23, 2026, Corebridge and Equitable executed a mutual confidentiality agreement, a clean team confidentiality agreement and an exclusivity agreement. The confidentiality agreement included, among other customary terms, a mutual 12-month “standstill” provision (including a provision known as a “don’t ask, don’t waive” provision) with customary exclusions. The standstill provision terminated with respect to Corebridge and Equitable upon the execution of the Merger Agreement. The exclusivity agreement contemplated an initial exclusivity period terminating on March 16, 2026, and provided for automatic extensions of the exclusivity period until March 30, 2026 if the parties were continuing to negotiate in good faith. The exclusivity period was, in fact, extended until March 21, 2026, and was subsequently further extended until March 26, 2026.

During the week of February 23, 2026 and thereafter until the execution of the Merger Agreement on March 26, 2026, representatives of Corebridge and Equitable and their respective advisors engaged in numerous due diligence discussions and information exchanges, including through each of Corebridge and Equitable making available to the other party and its representatives a virtual data room and a clean room on February 26, 2026.

On February 24, 2026, Mr. Costantini and Mr. Pearson further discussed governance terms, including that (i) the combined company would be led by Mr. Costantini as Chief Executive Officer and Mr. Pearson as Executive Chair, with Messrs. Pearson and Costantini to further discuss the details of their respective roles, (ii) the combined company board of directors would have 14 directors, with an equal number of directors from each of Corebridge and Equitable, (iii) the board of directors of the combined company would include a four-person executive committee comprised of two directors designated by each of Corebridge and Equitable, (iv) Mr. Raju and Mr. Hurd would serve as Chief Financial Officer and Chief Operating Officer, respectively, of the combined company, (v) Ms. Polly Klane, General Counsel and Chief Legal Officer of Corebridge, would serve as the General Counsel and Chief Legal Officer of the combined company and (vi) approaches to AllianceBernstein governance and ensuring that AllianceBernstein would benefit and grow as a result of the potential merger.

 

90

Throughout this process, Mr. Costantini kept Mr. Colberg apprised of such governance discussions, and had an ongoing dialogue with Mr. Colberg and other members of the Corebridge board of directors with respect to the ongoing discussions with respect to governance terms. Likewise, Mr. Pearson kept Ms. Lamm-Tennant apprised of such governance discussions, and had an ongoing dialogue with Ms. Lamm-Tennant and other members of the Equitable board of directors with respect to the ongoing discussions with respect to governance terms.

On February 25, 2026, Messrs. Costantini and Pearson held a meeting to continue to discuss governance terms of the potential merger of equals.

On February 26 and 27, 2026, management of each of Corebridge and Equitable, together with representatives of their respective advisors, including representatives of each of Skadden, Morgan Stanley, Paul, Weiss and Goldman Sachs, held management meetings. At these meetings, Messrs. Costantini and Pearson each presented their strategic vision for the combined company and their views on the potential opportunities presented by the potential combination of Corebridge and Equitable’s respective businesses. The parties also discussed, among other things, (i) preliminary financial analysis, tax impact and structure of the potential transaction, (ii) each party’s risk management, insurance capital management, key asset management relationships, operations and technology and regulatory and rating agency considerations and (iii) business plans and various aspects, including benefits and synergies, of a potential transaction between Corebridge and Equitable.

On March 1, 2026, representatives of Skadden distributed to representatives of Paul, Weiss a revised draft of the Merger Agreement, which contemplated, among other terms and conditions, (i) the combined company board of directors being comprised of fourteen directors, with seven members designated by each of Corebridge and Equitable, (ii) as a condition to Corebridge’s obligation to consummate the potential transaction, that Equitable will have received the consent of at least (A) 90% of Equitable’s fund clients, based on revenue run rate, and (B) 90% of Equitable’s non-fund clients, based on assets under management and (iii) receipt of a tax opinion not being a condition to either party’s obligation to consummate the potential transaction.

Between March 1, 2026 and March 11, 2026, members of the Corebridge, Equitable and AllianceBernstein (with respect to discussions involving AllianceBernstein matters) management teams held a series of follow-up meetings to discuss, among other matters, (i) operations, IT and expense and revenue synergies, (ii) the parties’ strategic initiatives and certain of its key vendor contracts, (iii) capital, liquidity and risk matters, (iv) accounting, financial, tax, legal, compliance, actuarial and investment-related matters, (v) synergies; (vi) Corebridge’s investment management partnerships complementing, and not detracting from, AllianceBernstein’s partnership with Equitable; and (vii) revenue synergies with and financial matters relating to AllianceBernstein. Representatives of Corebridge and Equitable’s respective advisors were also in attendance.

On March 4, 2026, representatives of Paul, Weiss distributed to representatives of Skadden a revised draft of the Merger Agreement, which contemplated, among other terms and conditions, (i) removal of the condition in Corebridge’s favor that Equitable will have received the consent of at least (A) 90% of Equitable’s fund clients, based on revenue run rate, and (B) 90% of Equitable’s non-fund clients, based on assets under management, and (ii) reinsertion of a reciprocal condition to the Closing that each party will have received a tax opinion providing that the Mergers, taken together, will qualify as a transaction described in Section 351 of the Code. Paul, Weiss and Skadden held a meeting to discuss this draft, including a discussion that the $500 million termination fee payable by each of Corebridge and Equitable in certain scenarios would remain subject to ongoing review and discussion in light of the parties’ respective market capitalizations.

On March 5, 2026, the Equitable board of directors held a special meeting, with members of management and representatives of each of Paul, Weiss and Goldman Sachs in attendance. Members of Equitable management provided the Equitable board of directors with an update on the negotiations regarding the potential transaction. Representatives of Goldman Sachs also reviewed with the Equitable board of directors an illustrative transaction timeline and a summary of next steps. A discussion also ensued regarding the strategic rationale, structure and

 

91

potential transaction terms, potential synergies of the combined company, relative trading data and financial analysis that implied various potential relative ownerships, perspectives on Corebridge’s existing investment management partnerships and integration considerations identified by Equitable management and other Equitable advisors. In advance of the meeting, the Equitable board of directors was provided with customary relationships disclosure by Goldman Sachs, and the Equitable board of directors determined that Goldman Sachs could provide objective advice to Equitable in light of these relationships. Representatives of Paul, Weiss then discussed with the Equitable board of directors certain legal matters, including the directors’ fiduciary duties under Delaware law. The Equitable board of directors then discussed the go-forward governance of the combined company, including the benefits of Mr. Pearson serving as Executive Chair of the combined company and Mr. Raju and Mr. Hurd serving in senior positions of the combined company. The Equitable board of directors also expressed the view that Mr. Pearson chairing the Executive Committee of the board of directors of the combined company would provide leadership and continuity in the execution of the potential transaction. Following discussion, the Equitable board of directors expressed its support for Equitable management and advisors to continue to evaluate the potential transaction.

On March 6, 2026, members of management of each of Corebridge and Equitable, together with representatives of their respective advisors, held meetings to discuss employee-related and legal due diligence matters, during which representatives of both Equitable and Corebridge asked and answered questions about their respective businesses, operations, results of operations and legal matters.

Also on March 6, 2026, the Corebridge board of directors held a meeting attended by Corebridge management and representatives of Skadden and Morgan Stanley to discuss the potential transaction with Equitable. Representatives of Skadden reviewed with the Corebridge board of directors its fiduciary duties and its process for disclosing and managing any potential director conflicts of interest in connection with its consideration of the potential transaction and other strategic alternatives. Representatives of Morgan Stanley discussed with the Corebridge board of directors an overview of the potential transaction, including strategic rationale, structure, governance, and potential transaction terms, synergy opportunities identified by Corebridge management, integration considerations identified by Corebridge management and other Corebridge advisors, perspectives on AllianceBernstein, preliminary views on relative valuation, an illustrative transaction timeline and a summary of next steps. In connection with such discussions, the Corebridge board of directors emphasized the importance of the go-forward governance of the combined company, including the importance of having Mr. Costantini serve as the Chief Executive Officer of the combined company and having Mr. Colberg serve as the lead independent director of the combined company, both of whom would provide leadership and continuity for the combined company. Further, at this meeting, representatives of Morgan Stanley also provided an overview of other potential strategic transactions Corebridge might consider. The Corebridge board of directors also reviewed an updated summary of Morgan Stanley’s material relationships with Corebridge, certain significant stockholders of Corebridge, Equitable and AllianceBernstein as of March 3, 2026, and determined that the updates to Morgan Stanley’s relationship disclosures were not material and that the Corebridge board of directors continued to believe that Morgan Stanley could provide objective advice to Corebridge in light of these relationships. Following discussions and exchange of viewpoints on transaction considerations, the Corebridge board of directors determined to continue its review of the potential transaction at its next meeting and instructed Corebridge’s management and advisors to continue to analyze and negotiate the potential transaction.

Over the course of March 7 and 8, 2026, representatives of Skadden and representatives of Paul, Weiss continued to exchange drafts of the Merger Agreement.

Also on March 8, 2026, members of management of each of Corebridge, Equitable and AllianceBernstein, together with representatives of their respective legal advisors, held a meeting to discuss legal due diligence matters relating to AllianceBernstein.

On March 9, 2026, Corebridge provided to Equitable the Corebridge Projections and Equitable provided to Corebridge the Equitable Projections, in each case as prepared by such company’s management team (see the sections of this joint proxy statement/prospectus titled “The Mergers—Corebridge Unaudited Financial

 

92

Projections” and “The Mergers—Equitable Unaudited Financial Projections” beginning on pages 129 and 132, respectively).

On March 9-10, 2026, Messrs. Costantini and Colberg, Ms. Lamm-Tennant and Messrs. Pearson and Raju met in Tokyo with the Chairman and President of Nippon Life, a significant stockholder of Corebridge, to discuss the potential combination and long-term partnership opportunities with Nippon Life. The Chairman and President of Nippon Life indicated their general support of the potential merger, subject to negotiation of final terms. While in Tokyo, Messrs. Costantini and Colberg, Ms. Lamm-Tennant and Messrs. Pearson and Raju also met as a group and in one-on-one sessions to discuss governance matters and other issues.

On March 12, 2026, the Corebridge board of directors held a meeting attended by Corebridge management and representatives of Skadden and Morgan Stanley to discuss the potential transaction with Equitable. Representatives of Morgan Stanley discussed with the Corebridge board of directors an overview of the potential transaction, including synergy opportunities identified by Corebridge management, integration considerations identified by Corebridge management and other Corebridge advisors, an update regarding Corebridge’s financial due diligence of Equitable and AllianceBernstein, financial considerations for the potential transaction and an illustrative communications strategy prepared by Corebridge management. During this meeting, the Corebridge board of directors, with assistance from Morgan Stanley, looked at valuation analysis and performance of AllianceBernstein. The Corebridge board of directors was also presented with a communications plan rollout, which set forth the proposed plan and timing for announcing the potential transaction and communication plan to various Corebridge stakeholders (including insurance regulators, investors, employees, rating agencies and clients, among other constituencies). Representatives of Skadden summarized the terms of the Merger Agreement and provided an overview of ongoing legal negotiations. Following discussions and exchange of viewpoints on transaction considerations, the Corebridge board of directors determined to continue its review of the potential transaction at its next meeting and instructed Corebridge’s management and advisors to continue to engage in due diligence, analysis of the potential transaction and negotiation thereof.

Also on March 12, 2026, the Equitable board of directors held a special meeting with representatives of each of Paul, Weiss and Goldman Sachs in attendance. Mr. Pearson and Ms. Lamm-Tennant provided the Equitable board of directors with an update on discussions and negotiations in connection with the potential transaction, including the meeting with representatives of Nippon Life. A discussion ensued regarding the expected pro forma financial impact of the transaction, including the expected treatment of certain outstanding equity instruments and credit facilities. Members of management then provided an update on the due diligence performed to date in connection with the potential transaction, including financial due diligence of Corebridge, Corebridge’s management of its key investment management relationships, financial considerations for the potential transaction, synergy opportunities identified by Equitable management, the expectation that, over time, the combined company would shift significant Corebridge general and separate account assets to AllianceBernstein, and integration considerations identified by Equitable management and Equitable’s advisors. Members of management also gave an overview of an illustrative communications strategy. Representatives of Goldman Sachs also reviewed with the Equitable board of directors Goldman Sachs’ preliminary financial analysis of a potential transaction with Corebridge. Representatives of Paul, Weiss then discussed with the Equitable board of directors certain legal matters, including an update on the key terms of the Merger Agreement, a discussion of the considerations if Nippon Life, Blackstone and/or AIG did not execute voting agreements to support the transaction, the potential quantum of the termination fee and deal protections, certain regulatory matters, and their fiduciary duties in considering the transaction. Following discussion, the Equitable board of directors expressed its support for Equitable management and advisors to continue to evaluate the potential transaction.

Also on March 12, 2026, representatives of Skadden distributed to representatives of Paul, Weiss the first draft of the Corebridge disclosure letter to the draft Merger Agreement, and representatives of Paul, Weiss distributed to representatives of Skadden the first draft of the Equitable disclosure letter to the draft Merger Agreement.

 

93

On March 13, 2026, Messrs. Costantini and Pearson held a meeting to discuss the pro forma ownership of the combined company. During this meeting, Mr. Costantini proposed that Corebridge stockholders own 52% of the combined company and Equitable stockholders own 48% of the combined company at the Closing, as well as certain governance terms.

On March 18, 2026, the parties held a follow-up meeting to discuss, among other things, tax considerations and rating agency matters. Members of the Corebridge and Equitable management teams were in attendance, as well as representatives of their respective advisors.

Also on March 18, 2026, representatives of Paul, Weiss distributed to representatives of Skadden revised drafts of the Merger Agreement and related exhibits and schedules.

On March 19, 2026, Messrs. Costantini and Habayeb held a meeting with Messrs. Pearson and Raju. During this meeting, Messrs. Pearson and Raju acknowledged and agreed that Equitable would no longer seek voting and support agreements in favor of the potential transaction from Blackstone and AIG (as previously requested in various drafts of the Merger Agreement circulated by Paul, Weiss), (i) in the case of Blackstone, in light of Blackstone’s prior commitment to certain insurance regulators, unrelated to the potential transaction, that it will not vote its shares of Corebridge Common Stock on any matter submitted to Corebridge stockholders and (ii) in the case of AIG, in light of AIG’s ongoing sell-down of its shares of Corebridge Common Stock and generally declining ownership in Corebridge.

Also on March 19, 2026, the Corebridge board of directors held a meeting attended by Corebridge management and representatives of Skadden and Morgan Stanley to discuss the potential transaction with Equitable. Representatives of Morgan Stanley discussed with the Corebridge board of directors an overview of the potential transaction, including: (i) pro forma financial information; (ii) the Corebridge Projections, the Equitable Projections and the assumptions and variables underlying the Corebridge Projections and the Equitable Projections; (iii) an update regarding Corebridge’s financial due diligence; (iv) a trading update; and (v) preliminary valuation analysis. Representatives of Skadden summarized the terms of the Merger Agreement and provided a legal due diligence update. The Corebridge board of directors further discussed the governance terms of the combined company. The Corebridge board of directors also reviewed an updated summary of Morgan Stanley’s material relationships with Corebridge, certain significant stockholders of Corebridge, Equitable and AllianceBernstein as of March 16, 2026, and determined that the updates to Morgan Stanley’s relationship disclosures were not material and that the Corebridge board of directors continued to believe that Morgan Stanley could provide objective advice to Corebridge in light of these relationships. The Corebridge board of directors discussed the terms of the potential transaction and whether macroeconomic factors and the parties’ relative market capitalizations and other factors were favorable to undertake a potential transaction at this time. At the conclusion of the meeting, the Corebridge board of directors determined to continue its review of the potential transaction at its next meeting and instructed Corebridge’s management and advisors to continue to negotiate the potential transaction with Equitable.

Also on March 19, 2026, Ms. Klane and Mr. Kurt Meyers, the General Counsel of Equitable, held a meeting to discuss governance terms.

On March 20, 2026, Messrs. Costantini and Pearson held a meeting to discuss governance terms.

On March 21, 2026, Mr. Costantini provided the Corebridge board of directors with a summary and update of the March 20, 2026 discussions with Mr. Pearson, and Mr. Pearson provided the Equitable board of directors with a summary and update of such discussions.

Also on March 21, 2026, Messrs. Habayeb and Raju held a meeting to discuss, among other matters, the percentage threshold for the reciprocal Closing condition that Equitable will have received the consent of its fund and non-fund clients, on a combined basis.

 

94

Also on March 21, 2026, representatives of Skadden distributed to representatives of Paul, Weiss revised drafts of the Merger Agreement, which contemplated, among other terms and conditions, requiring 75% for the reciprocal Closing condition that Equitable will have received the consent of its fund and non-fund clients, on a combined basis. Later that day, representatives of Paul, Weiss distributed to representatives of Skadden a revised draft of the Merger Agreement, which contemplated, among other terms and conditions, reducing the threshold from 75% to 60% for the reciprocal Closing condition that Equitable will have received the consent of its fund and non-fund clients, on a combined basis.

On March 22, 2026, representatives of each of Morgan Stanley and Goldman Sachs held a meeting to discuss pro forma ownership of the combined company. During this meeting, representatives of Goldman Sachs, at the direction of and on behalf of Equitable, proposed that Corebridge stockholders own 50.1% of the combined company and Equitable stockholders own 49.9% of the combined company at the Closing.

Separately, on March 22, 2026, following the exchange of updated drafts of the Merger Agreement on March 21, 2026 by each of Skadden and Paul, Weiss, the parties reached alignment on the remaining outstanding commercial issues, including (i) a 75% threshold for the reciprocal Closing condition that Equitable will have received the consent of its fund and non-fund clients, on a combined basis and (ii) the process to request that Nippon Life deliver a voting and support agreement following announcement of the potential transaction.

Between March 22, 2026 and March 25, 2026, members of management of each of Corebridge, Equitable and AllianceBernstein (with respect to discussions involving AllianceBernstein matters), together with representatives of their respective legal advisors, held meetings to discuss follow-up legal due diligence matters relating to AllianceBernstein and negotiate and finalize the terms of the transaction documents.

On March 23, 2026, each of Ms. Rose Marie Glazer and Mr. Adam Burk resigned as members of the Corebridge board of directors effective as of the close of business on March 23, 2026. Their resignations were not related to any disagreement with Corebridge on any matter relating to Corebridge’s operations, policies or practices. Ms. Glazer and Mr. Burk’s resignations followed (i) the repurchase by Corebridge of its common stock from AIG on February 17, 2026, at a price of $30.42 per share for an aggregate purchase price of approximately $750 million (the “AIG Share Repurchase”), which AIG Share Repurchase decreased AIG’s ownership interest to approximately 5%, and the resulting decrease to one from two of the number of Corebridge board of directors members that AIG has the right to designate (such reduction in the number of Corebridge board of directors member designees, and the related resignation of an AIG designee from the Corebridge board of directors, being subject to the approval of certain insurance regulators, which has been obtained) pursuant to the Separation Agreement, dated as of September 14, 2022, between Corebridge and AIG (the “AIG Separation Agreement”), as amended by that certain Amendment, dated as of May 16, 2024, by and between Corebridge and AIG (the “AIG Separation Amendment”) and (ii) the waiver by AIG on March 23, 2026 of its right under the AIG Separation Agreement and the AIG Separation Amendment to designate any members of the Corebridge board of directors, and the resulting decrease to zero from one of the number of Corebridge board of directors members designated by AIG.

Also on March 23, 2026, after several discussions among advisors, Messrs. Costantini, Pearson, Habayeb and Raju held a meeting to discuss the ownership split of the combined company and, based on the relative trading values of the parties and the no premium nature of the potential transaction, and following that meeting reached alignment that Corebridge stockholders will own approximately 51% of the combined company as of the Closing and Equitable stockholders will own approximately 49% of the combined company as of the Closing. Representatives of Morgan Stanley and Goldman Sachs were in attendance.

Later on March 23, 2026, representatives of Skadden distributed to representatives of Paul, Weiss revised drafts of the Merger Agreement and related exhibits, and representatives of Paul, Weiss distributed to representatives of Skadden revised drafts of the Corebridge and Equitable disclosure letters, in each case, reflecting the parties’ ongoing discussions.

 

95

On March 24, 2026, at the direction of Corebridge and Equitable, respectively, representatives of each of Morgan Stanley and Goldman Sachs, respectively, held a meeting to align on the exchange ratios based on the agreed ownership split of the combined company and, at the direction of and on behalf of Corebridge and Equitable, respectively, agreed to a Corebridge Exchange Ratio of 1.000 and an Equitable Exchange Ratio of 1.55516 under the Merger Agreement, based on fully diluted share counts as of March 23, 2026.

On March 24, 2026, representatives of Paul, Weiss distributed to representatives of Skadden a revised draft of the Merger Agreement which contemplated, among other terms and conditions, reducing the termination fee payable by each of Corebridge and Equitable in certain scenarios to $450 million. Later on March 24, 2026, representatives of Skadden distributed to representatives of Paul, Weiss a further revised draft of the Merger Agreement which contemplated, among other terms and conditions, increasing such reciprocal termination fee to $475 million. At close of trading on March 24, 2026, the $475 million termination fee payable by each of Corebridge and Equitable in certain scenarios represented 4.38% of the fully diluted equity value of Corebridge and 4.43% of the fully diluted equity value of Equitable.

Also on March 24, 2026, Equitable executed an engagement letter with Goldman Sachs in connection with the potential transaction.

On March 25, 2026, Corebridge executed an engagement letter with Morgan Stanley in connection with the potential transaction.

On March 25, 2026, the Corebridge board of directors held a meeting to consider the potential transaction with Equitable. Members of Corebridge management and representatives of Skadden and Morgan Stanley were in attendance. Representatives of Skadden reviewed with the Corebridge board of directors its process undertaken leading up to this meeting, its fiduciary duties, the regulatory analysis of the potential transaction with Equitable and an updated summary of Morgan Stanley’s material relationships with Corebridge, certain significant stockholders of Corebridge, Equitable and AllianceBernstein as of March 23, 2026, and the Corebridge board of directors determined that the updates to Morgan Stanley’s relationship disclosures were not material and that the Corebridge board of directors continued to believe Morgan Stanley could provide objective advice to Corebridge in light of these relationships. Representatives of Skadden also updated the Corebridge board of directors on the (i) substantially final terms and conditions of the proposed Merger Agreement and its exhibits, (ii) Corebridge and Equitable disclosure letters, (iii) proposed changes to the terms and conditions of the proposed Merger Agreement and the disclosure letters since the previous meeting of the Corebridge board of directors on March 19, 2026. Representatives of Morgan Stanley delivered its oral opinion, which was later confirmed by delivery of a written opinion, dated March 25, 2026, addressed to the Corebridge board of directors, to the effect that, as of such date, and based upon and subject to the various assumptions, procedures, matters, qualifications and limitations on the scope of the review undertaken by Morgan Stanley and other matters set forth therein, the Corebridge Exchange Ratio was fair from a financial point of view to the holders (other than Equitable and its affiliates) of Corebridge Common Stock. See the section of this joint proxy statement/prospectus titled “The Mergers—Opinion of Corebridge’s Financial Advisor” beginning on page 109. Representatives of Skadden reviewed with the Corebridge board of directors the proposed resolutions of the Corebridge board of directors for this meeting. The Corebridge board of directors then engaged in a discussion regarding various aspects of the potential transaction, including the factors described under the section of this joint proxy statement/prospectus titled “The Mergers—Recommendation of the Corebridge Board of Directors; Corebridge’s Reasons for the Mergers” beginning on page 97. Following this discussion, the Corebridge board of directors unanimously determined that the Merger Agreement and the transactions contemplated thereby are advisable, fair to and in the best interests of, Corebridge and its stockholders, approved and adopted the resolutions and authorized Corebridge management, together with the representatives of Skadden, to proceed to finalize, execute and deliver the transaction agreements.

On the same day, the Equitable board of directors held a meeting to consider the potential transaction with Corebridge. Members of Equitable management and representatives of each of Paul, Weiss and Goldman Sachs were in attendance. Representatives of Paul, Weiss reviewed with the Equitable board of directors its process

 

96

undertaken leading up to this meeting, its fiduciary duties, the regulatory analysis of the potential transaction with Corebridge and the updated relationship disclosures provided by Goldman Sachs in advance of this meeting, and the Equitable board of directors determined that the updates to Goldman Sachs’ relationship disclosures were not material and that the Equitable board of directors continued to believe Goldman Sachs could provide objective advice to Equitable in light of these relationships. Representatives of Paul, Weiss also updated the Equitable board of directors on the (i) substantially final terms and conditions of the proposed Merger Agreement and its exhibits, (ii) Corebridge and Equitable disclosure letters, (iii) proposed changes to the terms and conditions of the proposed Merger Agreement and the disclosure letters since the previous meeting of the Equitable board of directors on March 12, 2026. Representatives of Goldman Sachs reviewed with the Equitable board of directors Goldman Sachs’ financial analysis of the potential transaction with Corebridge and delivered Goldman Sachs’ oral opinion to the Equitable board of directors, which was later confirmed by delivery of a written opinion, dated March 26, 2026, that, as of March 26, 2026 and based upon and subject to the factors and assumptions set forth therein, taking into account the Corebridge Merger, the Equitable Exchange Ratio pursuant to the Merger Agreement was fair from a financial point of view to the holders (other than Corebridge and its affiliates) of the outstanding shares of Equitable Common Stock. See the section of this joint proxy statement/prospectus titled “The Mergers—Opinion of Equitable’s Financial Advisor” beginning on page 120. Representatives of Paul, Weiss reviewed with the Equitable board of directors the proposed resolutions of the Equitable board of directors for this meeting. The Equitable board of directors then engaged in a discussion regarding various aspects of the potential transaction, including the factors described under the section of this joint proxy statement/prospectus titled “The Mergers—Recommendation of the Equitable Board of Directors; Equitable’s Reasons for the Mergers” beginning on page 103. Following this discussion, the Equitable board of directors unanimously determined that the Merger Agreement and the transactions contemplated thereby are advisable, fair to and in the best interests of, Equitable and its stockholders, approved and adopted the resolutions and authorized Equitable management, together with the representatives of Paul, Weiss, to proceed to finalize, execute and deliver the transaction agreements.

In the early morning of March 26, 2026, Corebridge and Equitable executed the Merger Agreement. The transaction was announced on March 26, 2026, before the opening of the financial markets in New York.

On April 8, 2026, Corebridge, Equitable and Nippon Life executed the Voting and Support Agreement in connection with the potential transaction. The Voting and Support Agreement is summarized under the section of this joint proxy statement/prospectus titled “The Voting and Support Agreement” beginning on page 192.

Recommendation of the Corebridge Board of Directors; Corebridge’s Reasons for the Mergers

At a special meeting held on March 25, 2026, the Corebridge board of directors unanimously:

 

•

approved, adopted and declared advisable the Merger Agreement and the transactions contemplated thereby (including the Corebridge Merger), on the terms and subject to the conditions set forth in the Merger Agreement;

 

•

determined that the Merger Agreement and the transactions contemplated thereby were advisable, fair to, and in the best interests of, Corebridge and its stockholders;

 

•

directed that the adoption of the Merger Agreement be submitted to a vote at a meeting of Corebridge stockholders; and

 

•

resolved to recommend that the Corebridge stockholders adopt the Merger Agreement.

ACCORDINGLY, THE COREBRIDGE BOARD OF DIRECTORS HAS APPROVED THE MERGER AGREEMENT AND UNANIMOUSLY RECOMMENDS THAT COREBRIDGE STOCKHOLDERS VOTE “FOR” THE PROPOSAL TO ADOPT THE MERGER AGREEMENT (INCLUDING THE COREBRIDGE MERGER).

In reaching its decision to approve, adopt and declare advisable the Merger Agreement and the transactions contemplated thereby, the Corebridge board of directors, as described in the section of this joint proxy statement/

 

97

prospectus titled “The Mergers—Background of the Mergers” beginning on page 87, held a number of meetings, consulted with Corebridge’s senior management and its outside legal advisor and financial advisor, Skadden and Morgan Stanley, respectively, and considered the business, assets and liabilities, results of operations, financial performance, strategic direction and prospects of Corebridge and Equitable and determined that the Merger Agreement and the transactions contemplated thereby were in the best interests of Corebridge and its stockholders. The Corebridge board of directors considered a number of factors in its deliberations, weighing both the potential benefits and risks of the Merger Agreement and the transactions contemplated by the Merger Agreement (including the Corebridge Merger).

The Corebridge board of directors considered various factors that the Corebridge board of directors believed support its determinations and recommendations, including the following selection of factors (although not exclusive, and not necessarily in the order of relative importance):

Strategic Factors Considered by the Corebridge Board of Directors. In making its determination, the Corebridge board of directors considered that the Mergers are expected to provide a number of significant strategic opportunities, including the following:

 

•

the Mergers would create a leading retirement, life and wealth and asset management platform, with over 12 million customers and over $1.5 trillion in assets under management, resulting in improved opportunities for growth, cost savings and innovation relative to what Corebridge could achieve on a standalone basis;

 

•

New Equitable should have broad portfolio diversification, enhanced distribution capabilities and diversified revenue mix across segments, geographies and clients, making New Equitable earnings resilient across various market cycles, driven by a more balanced mix of spread, fee and underwriting margin income;

 

•

the expectation that New Equitable will be well-capitalized with a strong balance sheet and the ability to generate consistent cash flow, increasing financial flexibility to invest in strategic growth initiatives while also returning capital to stockholders;

 

•

the expectation that the transaction will immediately be accretive to earnings per share and cash generation, which is expected to increase by 10% or greater by the end of 2028;

 

•

New Equitable should benefit from a scaled distribution network, more diversified business mix and increased ability to cross-sell opportunities;

 

•

New Equitable is expected to benefit from Equitable’s strategic partnership with AllianceBernstein, a leading global active manager with distribution in 21 countries across retail, institutional and private wealth channels as well as asset origination capabilities that are complementary to Corebridge’s origination capabilities;

 

•

the expectation that, over time, New Equitable will shift over $100 billion of Corebridge’s general and separate account assets to AllianceBernstein, further enhancing its scale and competitive positioning;

 

•

Corebridge and Equitable have highly complementary operations, including complementary strengths across product offerings allowing New Equitable to offer superior solutions and expanded choices to its customers in each business segment;

 

•

New Equitable should have increased resources and scale, as well as access to data systems and advanced technological infrastructure, allowing additional investment in growth initiatives and faster realization of economies of scale, which will support New Equitable’s transformation and modernization of the customer experience;

 

•

the combination is expected to generate approximately $500 million of expense synergies by the end of the third year following the Closing of the transaction;

 

98

•

there is the potential for further upside through additional synergies including cost synergies, revenue synergies, capital release synergies and cash tax synergies;

 

•

the cultural alignment between Corebridge and Equitable, including shared values and a commitment to integrity, operational excellence, customer satisfaction, innovation and stockholder value;

 

•

the expectation that the Mergers will create management continuity and align the incentives of employees across Corebridge and Equitable; and

 

•

the belief that, since the Mergers would be expected to result in the benefits identified in the foregoing paragraphs, the Mergers will result in enhanced value for Corebridge’s stockholders relative to Corebridge continuing as a standalone company.

Other Factors Considered by the Corebridge Board of Directors. In addition to considering the strategic factors described above, the Corebridge board of directors considered the following additional factors, all of which it viewed as supporting its decision to approve the Merger Agreement:

 

•

the current and prospective business environment in which Corebridge and Equitable operate, including international, national and local economic conditions, the competitive and regulatory environment, and the effect of these factors on Corebridge, Equitable and New Equitable;

 

•

its knowledge of Corebridge’s business, operations, financial condition, earnings and prospects and of Equitable’s business, operations, financial condition, earnings and prospects, taking into account the results of Corebridge’s due diligence review of Equitable;

 

•

the alternatives reasonably available to Corebridge, whether through organic growth or acquisitions or remaining a standalone public company;

 

•

the fact that the transaction involved no control premium payment, allowing Corebridge stockholders and Equitable stockholders to achieve additional financial benefits from the all stock combination;

 

•

the all-stock consideration of New Equitable received by current Corebridge stockholders would allow current Corebridge stockholders to participate in the potential upside of New Equitable;

 

•

the structure of the transaction creating New Equitable, including the governance terms in the Merger Agreement providing that:

 

•

the New Equitable board of directors will be comprised of 14 directors, which will include seven directors designated by Corebridge and seven directors designated by Equitable, including Messrs. Costantini and Pearson;

 

•

committees of the board of directors of New Equitable will include equal representation from each of Corebridge and Equitable, with at least two committees having a Corebridge representative serve as Chair and at least two committees having an Equitable representative serve as Chair;

 

•

Mr. Costantini will serve as President and Chief Executive Officer of New Equitable;

 

•

Mr. Pearson will serve as Executive Chair of the New Equitable board of directors;

 

•

Mr. Colberg will serve as Lead Independent Director of the New Equitable board of directors;

 

•

Mr. Raju will serve as Chief Financial Officer of New Equitable;

 

•

New Equitable will be renamed Equitable at the Closing of the transaction and will operate under the Equitable brand and trade under Equitable’s ticker on the NYSE; and

 

•

New Equitable will be headquartered in Houston, Texas;

 

•

the exchange ratios and that the exchange ratios are fixed, with no adjustment in the merger consideration to be received by Corebridge stockholders or Equitable stockholders as a result of possible increases or decreases in the trading price of Corebridge or Equitable’s stock following the announcement of the Mergers;

 

99

•

the resulting percentage ownership interests that current Corebridge stockholders and current Equitable stockholders would have in New Equitable following the Mergers;

 

•

the recommendation of Corebridge’s senior management in favor of the Mergers;

 

•

the ability of the Corebridge stockholders to approve or reject the Mergers by voting on the Corebridge Merger Agreement Proposal;

 

•

the review by the Corebridge board of directors with its advisors of the structure of the Mergers, and the financial and other terms of the Merger Agreement, including the likelihood of consummation of the potential transaction and the evaluation of the Corebridge board of directors of the likely time period necessary to close the transaction;

 

•

the expected tax-efficient treatment of the Mergers for U.S. federal income tax purposes, as more fully described below under the section of this joint proxy statement/prospectus titled “U.S. Federal Income Tax Consequences” beginning on page 223, and the fact that the parties’ respective obligations to close the transaction are conditioned on each of Corebridge and Equitable’s receipt of an opinion from their tax counsel that the Mergers, taken together, qualify as a transaction described in Section 351 of the Code;

 

•

the fact that the Merger Agreement also provides that the parties will coordinate dividend declarations and payment dates to ensure that neither party’s stockholders will receive a windfall dividend or double dividend prior to Closing, subject to legal requirements and board approvals; and

 

•

the oral opinion of Morgan Stanley delivered to the Corebridge board of directors, subsequently confirmed by delivery of a written opinion dated March 25, 2026, and delivered to the Corebridge board of directors, that, as of the date of such opinion and based upon and subject to the various assumptions, procedures, matters, qualifications and limitations on the scope of the review undertaken by Morgan Stanley and other matters set forth therein, the Corebridge Exchange Ratio was fair from a financial point of view to the holders (other than Equitable and its affiliates) of Corebridge Common Stock, as more fully described under the section of this joint proxy statement/prospectus titled “The Mergers—Opinion of Corebridge’s Financial Advisor” beginning on page 109, and the full text of the written opinion of Morgan Stanley, which is attached as Annex I to this joint proxy statement/prospectus.

The Corebridge board of directors also considered the following specific aspects of the Merger Agreement:

 

•

the nature of the Closing conditions included in the Merger Agreement, including the reciprocal exceptions to the events that would constitute a material adverse effect on either Corebridge or Equitable for purposes of the Merger Agreement, as well as the likelihood of satisfaction of all conditions to Closing of the transaction in advance of the Outside Date;

 

•

the representations and warranties of Corebridge and Equitable, as well as the interim operating covenants requiring the parties to conduct their respective businesses in the ordinary course prior to completion of the Mergers, subject to specific limitations, are generally reciprocal;

 

•

the requirement for Corebridge and Equitable to use their respective reasonable best efforts to obtain regulatory and governmental approvals with the limitation that such reasonable best efforts will not be deemed to require either party to agree to any regulatory remedy that would, after giving effect to the Mergers and to any reasonably expected proceeds from effecting any regulatory remedy, result in, or reasonably be expected to result in, an effect that, individually or in the aggregate, has a material adverse effect on the business, assets, condition (financial or otherwise) or results of operations of New Equitable and its subsidiaries, taken as a whole (which will be deemed to be of the same scale as those of Corebridge and its subsidiaries, taken as a whole, for purposes of such determination);

 

•

the belief of Corebridge’s senior management that the transactions contemplated by the Merger Agreement would be approved by the requisite governmental entities, without the imposition of

 

100

conditions sufficiently material to preclude the transaction, and would otherwise be consummated in accordance with the terms of the Merger Agreement;

 

•

the restrictions in the Merger Agreement on Equitable’s ability to respond to and negotiate certain alternative acquisition proposals from third parties;

 

•

the requirement that Equitable pay Corebridge a $475 million termination fee if the Merger Agreement is terminated in certain scenarios and the inability of Equitable to terminate the Merger Agreement in connection with a change of recommendation by the Equitable board of directors;

 

•

the requirement that Corebridge pay Equitable a $475 million termination fee if the Merger Agreement is terminated in certain scenarios and the inability of Corebridge to terminate the Merger Agreement in connection with a change of recommendation by the Corebridge board of directors;

 

•

the belief that the size of such termination fee that might be payable to Corebridge pursuant to the Merger Agreement (i) was reasonable in light of the overall terms of the Merger Agreement, (ii) was within the range of termination fees in other transactions of this size and nature and (iii) would not be likely to preclude another party from making a competing proposal;

 

•

Corebridge’s right to engage in negotiations with, and provide information to, a third party that makes an unsolicited, bona fide written acquisition proposal, if, prior to taking such action, the Corebridge board of directors has determined in good faith, after consultation with its financial advisor and outside legal counsel, based on the information then available, that such acquisition proposal either constitutes a transaction that is superior to the potential transaction or is reasonably expected to result in a transaction that is superior to the potential transaction and, after consultation with its outside legal counsel, failure to take such action would be inconsistent with its directors’ fiduciary duties under Delaware law;

 

•

the requirement that each of Corebridge and Equitable call and hold a special stockholder meeting (even if the Corebridge board of directors or Equitable board of directors has changed its recommendation that its stockholders approve the Merger Agreement) and, subject to certain exceptions, the requirement that each of the Corebridge board of directors and Equitable board of directors recommend that the Corebridge stockholders and the Equitable stockholders, as applicable, approve the Merger Agreement at such special meeting; and

 

•

the right of the Corebridge board of directors to change its recommendation to Corebridge stockholders to vote “FOR” the Corebridge Merger Agreement Proposal if an intervening event has occurred and the Corebridge board of directors determines in good faith, after consultation with its outside legal counsel, that the failure to do so would be inconsistent with the fiduciary duties of the Corebridge board of directors under Delaware law.

The Corebridge board of directors weighed these advantages and opportunities against a number of potentially negative factors in its deliberations concerning the Merger Agreement and the transactions contemplated thereby, including:

 

•

the challenges inherent in the merger of two businesses of the size, geographical diversity and scope of Corebridge and Equitable and the size of the companies relative to each other, including the risk that integration may be delayed and/or its costs may be greater than anticipated and the potential for diversion of management and employee attention for an extended period of time;

 

•

the difficulties of combining the businesses and workforces of Corebridge and Equitable based on, among other things, potential differences in the cultures of the two companies;

 

•

the challenges inherent in the management and operation of a global business;

 

•

the risk that the pendency of the Mergers for an extended period of time following the announcement of the execution of the Merger Agreement could have an adverse impact on Corebridge or New Equitable;

 

101

•

the potential effect of the Mergers on the overall business of Corebridge and Equitable, including relationships with customers, regulators and stockholders;

 

•

the restrictions in the Merger Agreement on the conduct of each of Corebridge and Equitable’s respective businesses during the period between execution of the Merger Agreement and the consummation of the Mergers;

 

•

the fact that Corebridge is required to hold a stockholder meeting to vote on the Corebridge Merger and the Merger Agreement, and does not have the ability to terminate the Merger Agreement in the event Corebridge receives a superior proposal and the Corebridge board of directors changes its recommendation;

 

•

the risk that Corebridge stockholders or Equitable stockholders may object to and challenge the Mergers and take actions that may prevent or delay the consummation of the Mergers, including to vote down the proposals at the Corebridge Special Meeting or Equitable Special Meeting;

 

•

the risk that regulatory agencies may object to and challenge the Mergers or may impose terms and conditions in order to resolve those objections that adversely affect the financial results of New Equitable; see the section of this joint proxy statement/prospectus titled “The Mergers—Regulatory Approvals and Clearances Required for the Mergers” beginning on page 152;

 

•

the potential for diversion of management and employee attention during the period prior to completion of the Mergers, and the potential negative effects on Corebridge’s and, ultimately, New Equitable’s businesses;

 

•

the risk that, despite the efforts of Corebridge and Equitable prior to the consummation of the Mergers, Corebridge and Equitable may lose key personnel, and the potential resulting negative effects on Corebridge’s and, ultimately, New Equitable’s businesses;

 

•

the risk of not capturing all the anticipated expense synergies and other synergies between Corebridge and Equitable, the risk of potential revenue dis-synergies and the risk that other anticipated benefits of the Mergers might not be realized;

 

•

the possibility that New Equitable might not achieve its projected financial results;

 

•

the risk that Equitable’s financial performance may not meet Corebridge’s expectations;

 

•

the potential for litigation relating to the Mergers and the associated costs, burden and inconvenience involved in defending those proceedings;

 

•

the potential that the fixed exchange ratios under the Merger Agreement could result in Corebridge delivering greater value to the Equitable stockholders than had been anticipated by Corebridge should the value of the shares of Corebridge Common Stock increase disproportionately from Equitable Common Stock from the date of the execution of the Merger Agreement until the Closing;

 

•

the fact that the Merger Agreement prohibits each of Corebridge and Equitable from soliciting or engaging in discussions regarding alternative transactions during the pendency of the Mergers, subject to limited exceptions;

 

•

the risk that the $475 million termination fee to which Corebridge may be entitled, subject to the terms and conditions of the Merger Agreement, in the event Equitable terminates the Merger Agreement in certain scenarios may not be sufficient to compensate Corebridge for the harm it might suffer as a result of such termination;

 

•

the substantial costs to be incurred in connection with the Mergers, including those incurred regardless of whether the Mergers are consummated;

 

•

the risk that changes in the regulatory landscape or new industry developments, including changes in consumer preferences, may adversely affect the business benefits anticipated to result from the Mergers; and

 

102