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Corebridge, Equitable (NYSE: CRBD) agree $22B all‑stock merger to form Equitable

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
425

Rhea-AI Filing Summary

Corebridge Financial and Equitable Holdings announced an all-stock merger to form a combined company under the Equitable name with an implied transaction value of $22B. The transaction would create a scaled retirement, life, wealth and asset management firm with pro forma $1.5T AUM/A and roughly $130B AUM/A for certain asset classes. The pro forma ownership is 51% for Corebridge shareholders and 49% for Equitable shareholders, using exchange ratios of 1.0000 new parent share per Corebridge share and 1.55516 new parent shares per Equitable share. The parties expect closing by year-end 2026, subject to customary conditions and regulatory and shareholder approvals.

The filing discloses targeted synergies including $500M of expense synergies by YE 2028, projected run-rate adjusted operating earnings of $5B+ by 2027, and estimated accretion of 10%+ to EPS and cash generation by YE 2028. Leadership and governance plans include a 14-member board with equal representation and named executives for CEO, Executive Chair, CFO and Lead Independent Director.

Positive

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Negative

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Insights

Large all-stock combination aimed at scale and cross-selling; execution hinges on approvals and integration.

The transaction values the combined company at $22B and sets pro forma ownership at 51%/49%. Stated targets include $500M in expense synergies by YE 2028 and > $5B run-rate adjusted operating earnings by 2027, which quantify planned benefits but remain forward-looking.

Realization depends on customary closing conditions, regulatory approvals, and successful integration. Timing and regulatory outcomes are explicit qualifiers in the announcement; subsequent filings (the S-4 and joint proxy) will provide more definitive financial mechanics and implementation milestones.

Combines insurance and asset management scale with specific capital and profitability targets.

The companies present pro forma metrics including $1.5T AUM/A, estimated adjusted book value of $30B+, and an NAIC RBC ratio cited at ~440% as of 12/31/2025. These provide capital and scale context for insurers and asset managers.

Key sensitivities include credit and insurer financial strength ratings, integration costs, and the timing of realizing $500M of expense synergies. Material details on financing, pro forma balance sheet effects, and regulatory feedback will appear in the Registration Statement on Form S-4.


FILED BY COREBRIDGE FINANCIAL, INC.
COMMISSION FILE NO.: 001-41504
PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933, AS AMENDED
AND DEEMED FILED PURSUANT TO RULE 14a–12 UNDER THE SECURITIES EXCHANGE OF 1934, AS AMENDED
SUBJECT COMPANY: COREBRIDGE FINANCIAL, INC. AND EQUITABLE HOLDINGS, INC.

 Creating a Leading Retirement, Life, Wealth and Asset Management Company  The combined company will benefit from a scaled distribution network, more diversified business mix and increased cross-selling opportunities, accelerating growth and value creation  Builds on Equitable’s strategic partnership with AllianceBernstein, a leading global active manager with distribution in 21 countries and complementary asset origination capabilities to Corebridge’s  Maintains focus on disciplined risk management, operational rigor and advancing digitization, with increased resources to invest in growth initiatives and realize economies of scale  Driving Sustainable, Long-Term Growth for Shareholders  Expands Origination Capabilities Across All Asset Classes  Unites Two Customer-Centric Organizations with a Shared Vision  Balanced And Resilient Business with World-Class, Multi-Channel Distribution Network and an Expanded Offering of Innovative Products  FA/FIA  #1  RILA/VA  2  403(b)  #3 #3  2 2  Industry-Leading Retirement Player  ~$130B  AUM/A Institutional Markets  1  Established Institutional and Life Provider  AB AUM3 Wealth AUA1 Advisors  ~$1T ~$140B ~5K  1  Enhanced Wealth and  Asset Management Capabilities  12M+  Customers1  $1.5T  AUM/A1  Scaled Platform to Better Serve Customers 
 

 #1  Life & Annuity Company by U.S. Earnings  $5B+  2027E Run-Rate Adj. Operating Earnings4  $4B+  2027E Cash Generation5  10%+  Accretive to EPS and cash generation by YE 2028  15%+  2027E ROE6  $30B+  Adj. Book Value7  ~440%  RBC Ratio8  $500M  Expense Synergies by YE 2028  Structure and Valuation  Name and Brand   Combined company to operate under the Equitable name and brand, including the Equitable ticker symbol on NYSE  Leadership and Governance  Corporate Headquarters   Houston, Texas  Timing and Approvals  Expected to close by year-end 2026  Subject to customary closing conditions, including the receipt of required regulatory approvals and approval of shareholders of both Corebridge and Equitable  14-member Board of Directors  with equal representation between Corebridge and Equitable  Marc Costantini  will serve as  Chief Executive Officer  Mark Pearson will serve as Executive Chair  Robin Raju  will serve as  Chief Financial Officer  Alan Colberg  will serve as  Lead Independent Director  51%  Corebridge Shareholder  49%  Equitable Shareholder  Pro Forma Ownership  Corebridge and Equitable will form a new parent company and each outstanding share of Corebridge and Equitable common stock to be exchanged for the right to receive 1.0000 shares and 1.55516 shares, respectively, of the new parent company’s common stock  $22B  Implied transaction value9  All-stock  Merger  Superior Profitability Driven by Growth-Oriented Financial Profile  Immediately Accretive to EPS and Cash Generation  1 Combined as of 12/31/2025 with no transaction related adjustments  2 Annuity rankings based on LIMRA data as of 12/31/2025; 403(b) rankings based on assets per Cerulli as of 12/31/2024  3 Reflects AB AUM as of December 31, 2025 plus additional AUM of $100B to be allocated by Corebridge over time  4 Reflects combined adjusted after-tax earnings based on consensus estimates plus run-rate synergies, excluding transaction adjustments  5 Pro forma free cash flow generation reflects annual cash flow generated from insurance dividends and non-insurance operations; based on stated guidance and consensus estimates for both companies plus run-rate synergies  6 Reflects estimated pro forma ROE with Corebridge as accounting acquiror  7 Reflects Corebridge’s adjusted book value as of 12/31/2025 plus estimated equity issuance in connection with all stock merger  8 Reflects combined NAIC RBC ratios for Equitable and Corebridge US insurance companies as of 12/31/2025  9 Based on the closing stock prices of each company as of March 25, 2026  Transaction Details 
 

 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 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, perfor-mance or achievements to be materially different from those expressed or implied by such forward-looking statements. Key factors include, among others, 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 stockholder, stock exchange, regulatory, govern-mental 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 earning 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 Equita-ble’s respective businesses prior to the closing of the Proposed Transaction and on each 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 eco-nomic 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 discussed below and other documents  filed or furnished by Corebridge and Equitable from time to time with the U.S. Securities  and Exchange Commission (the “SEC”), including their Annual Reports on Form 10-K for the year ended December 31, 2025. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those con-tained 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 develop-ments 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 that may become the subject of a Registration Statement on Form S-4 to be filed by the new parent company with the SEC. The Registration Statement will include a joint proxy statement of Corebridge and Equitable that will also constitute a prospectus of the new parent company. After the Registration Statement has been declared effective, the definitive joint proxy statement/prospectus will be mailed to the stockholders of each of Corebridge and Equitable. This press release is not a substitute for the Registration Statement that the new parent company intends to file with the SEC or any other documents that may be sent to Corebridge’s stockholders or Equitable’s stockhold-ers in connection with the Proposed Transaction.  INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATE-MENT ON FORM S-4 AND THE JOINT PROXY STATEMENT/PROSPECTUS WHEN THEY BECOME AVAILABLE, AS WELL AS ANY 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 docu-ments filed with the SEC by Corebridge or Equitable through the website maintained by the SEC at http://www.sec.gov or from Corebridge at its website, https://www.corebridgefinancial. com, or from 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).  Participants in the Solicitation  Corebridge and Equitable and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Corebridge’s stockholders or Equitable’s stockholders in connection with the Proposed Transaction under the rules of the SEC. Information about the directors and executive officers of Corebridge, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in Corebridge’s definitive proxy statement for its 2025 Annual Meeting of Stockholders,  which was filed with the SEC on April 16, 2025, including under the headings “Compensation Discussion and Analysis,” “Compensation Tables” and “Security Ownership of 5% Beneficial Owners, Directors and Executive Officers.” To the extent holdings of Corebridge’s common stock by the directors and executive officers of Corebridge have changed or do change  from the amounts of Corebridge’s common stock held by such persons as reflected therein, such changes have been or will be reflected on Initial Statements of Beneficial Ownership of Securities on Form 3 (“Form 3”), Statements of Changes in Beneficial Ownership on Form 4 (“Form 4”) or Annual Statements of Changes in Beneficial Ownership of Securities on Form  5 (“Form 5”), in each case filed with the SEC. Information about the directors and executive officers of Equitable, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in Equitable’s definitive proxy statement for its 2025 Annual Meeting of Stockholders, which was filed with the SEC on April 4, 2025, including under the headings “Executive Compensation” and “Certain Relationships and Related Person Trans-actions.” To the extent holdings of Equitable’s common stock by the directors and executive officers of Equitable have changed or do change from the amounts of Equitable’s common stock held by such persons as reflected therein, such changes have been or will be reflected on Forms 3, Forms 4 or Forms 5, in each case filed with the SEC. Other information regarding persons who may, under the rules of the SEC, be deemed participants in the proxy solicitation of Corebridge or Equitable’s stockholders in connection with the Proposed Transaction and  a description of their direct and indirect interests, by security holdings or otherwise, will be included in the Registration Statement. You may obtain free copies of these documents at the SEC’s website at www.sec.gov. Copies of documents filed with the SEC by Corebridge or Equitable will also be available free of charge from Corebridge or Equitable using the contact information above.  Media Contacts  Corebridge  Paul Miles Media.contact@corebridgefinancial.com  Equitable  Gina Tyler mediarelations@equitable.com 
 


FAQ

What is the deal value and structure for CRBD and Equitable?

The transaction is an all-stock merger with an implied value of $22B. It will form a new parent company under the Equitable brand with pro forma ownership split 51% Corebridge / 49% Equitable based on the disclosed exchange ratios.

What exchange ratios will be used in the merger?

Each Corebridge share will be exchanged for 1.0000 new parent share and each Equitable share for 1.55516 new parent shares. These ratios determine the disclosed 51%/49% pro forma ownership split.

When is the proposed close date and what approvals are needed?

The companies expect to close by year-end 2026, subject to customary closing conditions, required regulatory approvals and approval by the stockholders of both Corebridge and Equitable as disclosed in the release.

What synergy and profitability targets do the companies disclose?

The announcement cites targeted $500M of expense synergies by YE 2028, projected run-rate adjusted operating earnings of $5B+ by 2027, and stated accretion of 10%+ to EPS and cash generation by YE 2028.