Form 8-K

8-K — Equitable Holdings, Inc.

Accession: 0000950142-26-002207

Filed: 2026-07-30

Period: 2026-07-30

CIK: 0001333986

SIC: 6411 (INSURANCE AGENTS BROKERS & SERVICES)

Item: Submission of Matters to a Vote of Security Holders

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — eh260814788_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (eh260814788_ex9901.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange

Act of 1934

Date of Report (Date of earliest event reported):

July 30, 2026

Equitable Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-38469

90-0226248

(State or other jurisdiction of

incorporation or organization)

(Commission File

Number)

(I.R.S. Employer

Identification No.)

1345 Avenue of the Americas, New York, New York

10105

(Address of principal executive offices) (Zip Code)

(212) 554-1234

(Registrant’s telephone number, including area

code)

Not Applicable

(Former name or address, if changed since last report)

Check the appropriate box below if the Form 8-K filing

is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of Exchange on which registered

Common Stock

EQH

New York Stock Exchange

Depositary Shares, each representing a 1/1,000th interest in a share of Fixed Rate Noncumulative Perpetual Preferred Stock, Series A

EQH PR A

New York Stock Exchange

Depositary Shares, each representing a 1/1,000th interest in a share of Fixed Rate Noncumulative Perpetual Preferred Stock, Series C

EQH PR C

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company

as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934

(§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

Item 5.07

Submission of Matters to a Vote of Security Holders.

On July 30, 2026, Equitable Holdings, Inc., a Delaware

corporation (“Equitable” or the “Company”), held a special meeting of its stockholders (the “Special Meeting”)

to consider and vote on: (1) a proposal (the “Equitable Merger Agreement Proposal”) to adopt the Agreement and Plan of Merger

(as it may be amended from time to time, the “Merger Agreement”), by and among Equitable, Corebridge Financial, Inc., a Delaware

corporation (“Corebridge”), Mountain Holding, Inc., a newly formed Delaware corporation and wholly-owned subsidiary of Corebridge

(“New Equitable”), Palisade Holding, Inc., a newly formed Delaware corporation and a wholly-owned subsidiary of New Equitable,

and Marcy Holding, Inc., a newly formed Delaware corporation and a wholly-owned subsidiary of New Equitable, dated as of March, 26, 2026;

and (2) a proposal (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.

As of the close of business on June 22, 2026, the

record date for determination of the stockholders entitled to notice of, and to vote at, the Special Meeting, there were 272,958,142 shares

of common stock, par value $0.01 per share, of Equitable (“Equitable Common Stock”) issued and outstanding, each of which

was entitled to one vote on all matters properly submitted to holders of record of Equitable Common Stock at the Special Meeting. A total

of 240,939,623 shares of Equitable Common Stock, representing approximately 88.27% of the issued and outstanding shares of Equitable Common Stock entitled to vote at the Special Meeting, were present in person or by proxy

at the Special Meeting, constituting a quorum to conduct business.

The following is a summary of the voting results of

the matters voted on at the Special Meeting based on the final, certified report of the voting results by the independent inspector of

elections.

1. The

Equitable Merger Agreement Proposal. The following votes were cast at the Special Meeting (in person or by proxy) and the proposal

was approved:

For

Against

Abstain

Broker Non-Votes

234,290,237

6,368,053

281,333

2. The

Equitable Advisory Compensation Proposal. The following votes were cast at the Special Meeting (in person or by proxy) and the proposal

was approved on a non-binding advisory basis:

For

Against

Abstain

Broker Non-Votes

237,727,493

2,770,679

441,451

In connection with the Special Meeting, the Company

also solicited proxies with respect to a proposal (the “Equitable Adjournment Proposal”) to approve the adjournment of the

Special Meeting to solicit additional proxies if there were not sufficient shares of Equitable Common Stock represented (either in person

or by proxy) and voting at the time of the Special Meeting to approve the Equitable Merger Agreement Proposal. As there were sufficient

votes at the time of the Special Meeting to approve the Equitable Merger Agreement Proposal, the Equitable Adjournment Proposal was unnecessary

and such proposal was not submitted to the stockholders for approval at the Special Meeting.

No other business properly came before the Special

Meeting.

For more information on the proposals considered at

the Special Meeting, see the definitive proxy statement related to the Special Meeting that was filed by Equitable with the U.S. Securities

and Exchange Commission under cover of Schedule 14A on June 23, 2026.

Item 8.01

Other Events.

On July 30, 2026, Equitable and Corebridge

issued a joint press release announcing that the stockholder approvals required in connection with the proposed transaction between

Equitable and Corebridge (the “Proposed Transaction”) have been obtained and that the Proposed Transaction remains

subject to regulatory approval and the satisfaction of other customary closing conditions, and is expected to close by year-end

2026. A copy of the joint press release is attached hereto as

Exhibit 99.1 and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number

Description

99.1

Press Release, dated July 30, 2026, jointly issued by Equitable Holdings, Inc. and Corebridge Financial, Inc.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Equitable Holdings, Inc.

By:

/s/ Ralph Petruzzo

Name:

Ralph Petruzzo

Title:

Deputy General

Counsel

Date: July 30, 2026

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: eh260814788_ex9901.htm · Sequence: 2

EXHIBIT

99.1

Corebridge

Financial and Equitable Holdings Stockholders Approve Merger

HOUSTON

and NEW YORK – July 30, 2026 – Corebridge Financial, Inc. (NYSE: CRBG) (“Corebridge”) and Equitable Holdings,

Inc. (NYSE: EQH) (“Equitable”) today announced that the stockholders of both companies voted to approve the previously announced

merger between the two companies at their respective special meetings of stockholders (the “Special Meetings”) held earlier

today.

Based

on preliminary vote counts, approximately 99.96% of Corebridge and 97.24% of Equitable stockholder votes cast were in favor of the proposed

merger, representing approximately 82.14% and 85.84% of outstanding shares, respectively. Final vote results from the companies’

respective Special Meetings are subject to certification by the companies’ independent inspectors of election and will be filed

with the U.S. Securities and Exchange Commission on Forms 8-K.

“I

want to thank the stockholders of both Corebridge and Equitable for their strong support of this transformational merger,” said

Marc Costantini, President and Chief Executive Officer of Corebridge, who will serve as President and Chief Executive Officer of the

combined company. “This vote signifies the broad stockholder support of bringing together two outstanding franchises which will

serve more than 12 million customers. The merger will leverage both companies’ complementary strengths to create more choice and

broader access to retirement and investment solutions for customers, while establishing an industry leader with an unmatched multichannel

distribution platform.”

“Today’s

vote is a clear endorsement of our vision to create a premier financial services franchise with the scale, complementary capabilities

and capital strength to reshape retirement in the United States and help more Americans achieve financial security,” said Mark

Pearson, President and Chief Executive Officer of Equitable, who will serve as Executive Chair of the combined company. “We appreciate

the overwhelming support of our stockholders and their confidence in the value this combination can create as we continue to work toward

completing the merger.”

The

transaction remains subject to regulatory approval and the satisfaction of other customary closing conditions and is expected to close

by year-end 2026.

About

Corebridge Financial

Corebridge

Financial, Inc. (NYSE: CRBG) makes it possible for more people to take action in their financial lives. With more than $380 billion in

assets under management and administration as of March 31, 2026, Corebridge is one of the largest providers of retirement solutions and

insurance products in the United States. We proudly partner with financial professionals and institutions to help individuals plan, save

for and achieve secure financial futures. For more information, visit corebridgefinancial.com

and follow us on LinkedIn. These references with additional information about Corebridge have

been provided as a convenience, and the information contained on such websites is not incorporated by reference into this press release.

About

Equitable Holdings

Equitable

Holdings, Inc. (NYSE: EQH) is a leading financial services holding

company comprised of complementary and well-established businesses, Equitable, AllianceBernstein and Equitable

Advisors.

Equitable

Holdings has $1.1 trillion in assets under management and administration (as of 3/31/2026) and more than 5 million client relationships

globally. Founded in 1859, Equitable provides retirement and protection strategies to individuals, families and small businesses. AllianceBernstein

is a global investment management firm that offers diversified investment services to institutional investors, individuals and private

wealth clients. Equitable Advisors, LLC (Equitable Financial Advisors in MI and TN) has approximately 4,600 duly registered and licensed

financial professionals that provide financial planning, wealth management, retirement planning, protection and risk management services

to clients across the country.

Corebridge:

Media:

Paul

Miles

media.contact@corebridgefinancial.com

Investor

Relations:

Işıl

Müderrisoğlu

investorrelations@corebridgefinancial.com

Equitable

Holdings:

Media:

Sydney

Gever

mediarelations@equitable.com

Investor

Relations:

Erik

Bass

IR@equitable.com

Cautionary Statement Regarding

Forward-Looking Information

This press release includes 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,” “robust,” “positioned,” “resilient,” “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 potential repurchases of shares of

common stock, the expected timing and completion of the proposed transaction between Corebridge and Equitable (the “Proposed Transaction”),

the anticipated benefits of the Proposed Transaction, including estimated synergies and projected cost savings, and plans and expectations

for Corebridge, Equitable or their new parent company after completion of the Proposed Transaction.

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. Key factors

include, among others, the ability to repurchase shares (if Corebridge and/or Equitable decides to do so) within the expected timing

or at all; the ability to complete the Proposed Transaction on the timeframe or on the terms currently anticipated or at all, including

due to a failure to obtain requisite 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 Proposed Transaction,

including estimated run-rate expense synergies and projected cost savings at the times, and to the extent, anticipated, as well as expected

operating earnings and cashflow generation; 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 Proposed

Transaction 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 business disruptions from the Proposed

Transaction 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 Proposed Transaction and its announcement 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; the

outcome of any legal proceedings that may be instituted against Corebridge, Equitable, their new parent company or their respective directors;

restrictions on the conduct of Corebridge and Equitable’s respective businesses prior to the closing of the Proposed Transaction

and on each of their ability to pursue alternatives to the Proposed Transaction; the possibility that the Proposed Transaction may be

more expensive to complete than anticipated, including as a result of unexpected factors or events, or unforeseen or unknown liabilities;

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 the new parent company of Corebridge and Equitable following completion of

the Proposed Transaction; other factors that may affect future results of Corebridge and Equitable; and management’s response to

any of the aforementioned factors.

The foregoing list of factors is not

exhaustive. You should carefully consider these factors and the other risks and uncertainties described in the “Risk Factors”

section of the new parent company’s Registration Statement on Form S-4 and other documents filed or furnished by Corebridge and

Equitable from time to time with the Securities and Exchange Commission, including their Annual Reports on Form 10-K for the year ended

December 31, 2025 and Quarterly Reports on Form 10-Q. These filings identify and address other important risks and uncertainties that

could cause actual events and results to differ materially from those contained in the forward-looking statements. If any of these risks

materialize or our assumptions prove incorrect, actual events and results could differ materially from those contained in the forward

looking statements. There may be additional risks that neither Corebridge nor Equitable presently know or that Corebridge and Equitable

currently believe are immaterial that could also cause actual events and results to differ materially from those contained in the forward-looking

statements. In addition, forward looking statements reflect Corebridge and Equitable’s expectations, plans or forecasts of future

events and views as of the date of this press release. Corebridge and Equitable anticipate that subsequent events and developments will

cause Corebridge and Equitable’s assessments to change. While Corebridge and Equitable may elect to update these forward-looking

statements at some point in the future, Corebridge and Equitable specifically disclaim any obligation to do so, unless required by applicable

law. Neither Corebridge nor Equitable gives any assurance that Corebridge, Equitable or their new parent company will achieve the results

or other matters set forth in the forward-looking statements.

No Offer or Solicitation

This press release is not intended

to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities,

or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation

or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities

shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended (the “Securities

Act”), or in a transaction exempt from the registration requirements of the Securities Act.

Important Information and

Where to Find It

This press release relates to the Proposed

Transaction, which is the subject of a Registration Statement on Form S-4 filed by the new parent company with the SEC. The Registration

Statement includes a joint proxy statement of Corebridge and Equitable that also constitutes a prospectus of the new parent company.

The Registration Statement was declared effective by the SEC on June 23, 2026, and the new parent company filed a prospectus with the

SEC on June 23, 2026. Corebridge and Equitable commenced mailing to their respective stockholders on or about June 23, 2026. Corebridge,

Equitable and the new parent company may also file with or furnish to the SEC other relevant documents regarding the Proposed Transaction.

This press release is not a substitute for the Registration Statement that the new parent company has filed with the SEC or any other

documents that have been or may be sent to Corebridge’s stockholders or Equitable’s stockholders in connection with the Proposed

Transaction.

INVESTORS AND SECURITY HOLDERS ARE

URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH, OR FURNISHED TO, THE SEC IN CONNECTION WITH

THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE INTO THE JOINT PROXY STATEMENT/PROSPECTUS, BECAUSE THEY CONTAIN OR WILL CONTAIN

IMPORTANT INFORMATION REGARDING COREBRIDGE, EQUITABLE, THEIR NEW PARENT COMPANY, THE PROPOSED TRANSACTION AND RELATED MATTERS.

Investors and security holders may

obtain free copies of these documents and other documents filed with the SEC by Corebridge, Equitable or the new parent company through

the website maintained by the SEC at http://www.sec.gov. Investors and security holders may obtain free copies of documents filed with

the SEC by Corebridge at its website, https://www.corebridgefinancial.com, or by Equitable at its website, https://equitableholdings.com

(information included on or accessible through either of Corebridge or Equitable’s website is not incorporated by reference into

this press release.

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Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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