Offerings
|
May 05, 2026
USD ($)
shares
|
| Offering: 1 |
|
| Offering: |
|
| Fee Previously Paid |
false
|
| Other Rule |
true
|
| Security Type |
Equity
|
| Security Class Title |
Common stock, par value $0.01 per share
|
| Amount Registered | shares |
894,762,823
|
| Maximum Aggregate Offering Price |
$ 30,597,445,806.21
|
| Fee Rate |
0.01381%
|
| Amount of Registration Fee |
$ 4,225,507.27
|
| Rule 457(f) |
true
|
| Amount of Securities Received | shares |
894,762,823
|
| Value of Securities Received |
$ 30,597,445,806.21
|
| Fee Note MAOP |
$ 30,597,445,806.21
|
| Offering Note |
| (1) |
The number of shares of common stock, par value $0.01 per share, of Mountain Holding, Inc. (“ New Equitable ” and such common stock, the “ New Equitable Common Stock ”) being registered is based upon an estimate of (A) (x) the maximum number of shares of common stock, par value $0.01 per share, of Corebridge Financial, Inc. (the “ Corebridge Common Stock ”) outstanding as of May 1, 2026, to be converted in the Corebridge Merger (as defined in the joint proxy/prospectus accompanying this exhibit) (456,733,121), (y) the exchange ratio of 1.000 shares of New Equitable Common Stock for each share of Corebridge Common Stock (456,733,121) plus (B) (x) the maximum number of shares of common stock, par value $0.01 per share, of Equitable Holdings, Inc. (“ Equitable ” and such common stock, the “ Equitable Common Stock ”) outstanding as of May 1, 2026, to be converted in the Equitable Merger (as defined in the joint proxy/prospectus accompanying this exhibit) (281,662,145), (y) the exchange ratio of 1.55516 shares of New Equitable Common Stock for each share of Equitable Common Stock (438,029,702). |
| (2) |
Calculated in accordance with Rules 457(c) and 457(f)(1) promulgated under the Securities Act. The aggregate offering price is (A) (x) the average of the high and low prices of Corebridge Common Stock as reported on the New York Stock Exchange (“ NYSE ”) on April 29, 2026 ($26.99) (y) the maximum number of shares of Corebridge Common Stock to be converted in the Mergers (as defined in the joint proxy/prospectus accompanying this exhibit) (456,733,121) ($12,327,226,935.79) plus (B) (x) the average of the high and low prices of Equitable Common Stock as reported on the NYSE on April 29, 2026 ($41.71) (y) the maximum number of shares of Equitable Common Stock to be converted in the Mergers (438,029,702) ($18,270,218,870.42). |
|
| Offering: 2 |
|
| Offering: |
|
| Fee Previously Paid |
false
|
| Other Rule |
true
|
| Security Type |
Equity
|
| Security Class Title |
Depositary Shares, each representing a 1/1000th interest in a share of Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series 1-A, par value $1.00 per share
|
| Amount Registered | shares |
33,350,000
|
| Maximum Aggregate Offering Price |
$ 659,996,500
|
| Fee Rate |
0.01381%
|
| Amount of Registration Fee |
$ 91,145.52
|
| Rule 457(f) |
true
|
| Amount of Securities Received | shares |
33,350,000
|
| Value of Securities Received, Per Share |
19.79
|
| Value of Securities Received |
$ 659,996,500
|
| Fee Note MAOP |
$ 659,996,500
|
| Offering Note |
| (3) |
Represents the estimated maximum number of depositary shares, each representing a 1/1000th interest in a share of Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series 1-A, par value $1.00 per share, of New Equitable (the “ New Equitable Series 1-A Preferred Stock ”) estimated to be issuable to holders of record of the depositary shares, each representing a 1/1000 th interest in a share of Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series A, par value $1.00, of Equitable (the “ Equitable Series A Preferred Stock ”), pursuant to the Mergers. This number is based on the number of shares of Equitable Series A Preferred Stock outstanding as of May 1, 2026, and the conversion of each such share into a share of New Equitable Series 1-A Preferred Stock, pursuant to the Mergers. |
| (4) |
Calculated in accordance with Rules 457(c) and 457(f)(1) promulgated under the Securities Act. The aggregate offering price is (A) the average of the high and low prices of the depositary shares, each representing 1/1000 th of a share of Equitable Series A Preferred Stock, as reported on the NYSE on April 30, 2026 ($19.79) (B) the maximum number of depositary shares, each representing a 1/1000 th interest in a share of Equitable Series A Preferred Stock to be converted pursuant to the Mergers (33,350,000) ($659,996,500.00). |
|
| Offering: 3 |
|
| Offering: |
|
| Fee Previously Paid |
false
|
| Other Rule |
true
|
| Security Type |
Equity
|
| Security Class Title |
Fixed-Rate Non-Cumulative Perpetual Depositary Shares, each representing a 1/1000th interest in a share of Preferred Stock, Series 1-C, par value $1.00 per share
|
| Amount Registered | shares |
12,000,000
|
| Maximum Aggregate Offering Price |
$ 195,000,000
|
| Fee Rate |
0.01381%
|
| Amount of Registration Fee |
$ 26,929.5
|
| Rule 457(f) |
true
|
| Amount of Securities Received | shares |
12,000,000
|
| Value of Securities Received, Per Share |
16.25
|
| Value of Securities Received |
$ 195,000,000
|
| Fee Note MAOP |
$ 195,000,000
|
| Offering Note |
| (5) |
Represents the estimated maximum number of depositary shares, each representing a 1/ 1000th interest in a share of Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series 1-C, par value $1.00 per share, of New Equitable (the “ New Equitable Series 1-C Preferred Stock ”) estimated to be issuable to holders of record of the depositary shares, each representing a 1/1000 th interest in a share of Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series C, par value $1.00, of Equitable (the “ Equitable Series C Preferred Stock ”), pursuant to the Mergers. This number is based on the number of shares of Equitable Series C Preferred Stock outstanding as of May 1, 2026, and the conversion of each such share into a share of New Equitable Series 1-C Preferred Stock, pursuant to the Mergers. |
| (6) |
Calculated in accordance with Rules 457(c) and 457(f)(1) promulgated under the Securities Act. The aggregate offering price is (A) the average of the high and low prices of the depositary shares, each representing 1/1000 th of a share of Equitable Series C Preferred Stock, as reported on the NYSE on May 1, 2026 ($16.25) (B) the maximum number of depositary shares, each representing a 1/1000 th interest in a share of Equitable Series C Preferred Stock to be converted pursuant to the Mergers (12,000,000) ($195,000,000.00). |
|
| Offering: 4 |
|
| Offering: |
|
| Fee Previously Paid |
false
|
| Other Rule |
true
|
| Security Type |
Equity
|
| Security Class Title |
6.875% Fixed-Rate-Reset Non-Cumulative Perpetual Preferred Stock, Series 2, par value $1.00 per share
|
| Amount Registered | shares |
500,000
|
| Maximum Aggregate Offering Price |
$ 500,000,000
|
| Fee Rate |
0.01381%
|
| Amount of Registration Fee |
$ 69,050
|
| Rule 457(f) |
true
|
| Amount of Securities Received | shares |
500,000
|
| Value of Securities Received, Per Share |
1,000
|
| Value of Securities Received |
$ 500,000,000
|
| Fee Note MAOP |
$ 500,000,000
|
| Offering Note |
| (7) |
Represents the estimated maximum number of shares of 6.875% Fixed-Rate-Reset Non-Cumulative Perpetual Preferred Stock, Series 2, par value $1.00 per share, of New Equitable (the “ New Equitable Series 2 Preferred Stock ”) estimated to be issuable to holders of record of 6.875% Fixed-Rate-Reset Non-Cumulative Perpetual Preferred Stock, Series A, par value $1.00 per share, of Corebridge (the “ Corebridge Series A Preferred Stock ”), in the Mergers. This number is based on the number of shares of Corebridge Series A Preferred Stock outstanding as of May 1, 2026, and the conversion of each such share into a share of New Equitable Series 2 Preferred Stock, pursuant to the Mergers. |
| (8) |
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(f)(2) under the Securities Act. The aggregate offering price ($500,000,000.00) is (x) the book value per share of the Corebridge Series A Preferred Stock as of May 1, 2026 ($1,000) (y) the maximum number of shares of Corebridge Preferred Stock expected to be converted pursuant to the Mergers (500,000) ($500,000,000). |
|
| Offering: 5 |
|
| Offering: |
|
| Fee Previously Paid |
false
|
| Rule 457(o) |
true
|
| Security Type |
Equity
|
| Security Class Title |
Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series 1-A, par value $1.00 per share
|
| Amount Registered | shares |
33,350
|
| Maximum Aggregate Offering Price |
$ 0
|
| Fee Rate |
0.01381%
|
| Amount of Registration Fee |
$ 0
|
| Offering Note |
| (9) |
No separate registration fee is payable in respect of the New Equitable Series 1-A Preferred Stock. |
|
| Offering: 6 |
|
| Offering: |
|
| Fee Previously Paid |
false
|
| Rule 457(o) |
true
|
| Security Type |
Equity
|
| Security Class Title |
Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series 1-C, par value $1.00 per share
|
| Amount Registered | shares |
12,000
|
| Maximum Aggregate Offering Price |
$ 0
|
| Fee Rate |
0.01381%
|
| Amount of Registration Fee |
$ 0
|
| Offering Note |
| (10) |
No separate registration fee is payable in respect of the New Equitable Series 1-C Preferred Stock. |
|