UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry Into a Material Definitive Agreement |
On July 31, 2025, subsidiaries of Equitable Holdings, Inc., a Delaware corporation (the “Company”), Equitable Financial Life Insurance Company, a New York-domiciled insurance company (“EFLIC”), Equitable Financial Life Insurance Company of America, an Arizona-domiciled insurance company (“EFLOA”), and Equitable Financial Life and Annuity Company, a Colorado-domiciled insurance company (“EFLA” and, together with EFLIC and EFLOA, the “Ceding Companies” and each, a “Ceding Company”), completed the transactions (the “Transaction”) contemplated by the previously announced Master Transaction Agreement, dated February 23, 2025 (the “Agreement”), by and among EFLIC, EFLOA, EFLA and RGA Reinsurance Company, a Missouri-domiciled insurance company (the “Reinsurer”).
At the closing of the Transaction, (i) each of EFLIC and EFLOA entered into a separate coinsurance and modified coinsurance agreement with Reinsurer and (ii) EFLA entered into a coinsurance agreement with Reinsurer (each, a “Reinsurance Agreement” and, together, the “Reinsurance Agreements”), each with an effective date of April 1, 2025, pursuant to which each Ceding Company ceded to the Reinsurer a 75% quota share of such Ceding Company’s in-force individual life insurance block (the “Reinsured Contracts”). At the closing of the Transaction, assets supporting the general account liabilities relating to the Reinsured Contracts were deposited into a trust account for the benefit of EFLIC and a trust account for the benefit of EFLA and EFLOA, which assets will secure the Reinsurer’s obligations to each Ceding Company under the applicable Reinsurance Agreement. EFLIC and EFLOA reinsured the applicable separate accounts relating to the applicable Reinsured Contracts on a modified coinsurance basis. In addition, the investment of assets in each trust account will be subject to investment guidelines and certain capital adequacy related triggers will require enhanced funding. The Reinsurance Agreements also contain additional counterparty risk management and mitigation provisions. Each Ceding Company will continue to administer the applicable Reinsured Contracts.
As part of the Transaction, on June 16, 2025, AllianceBernstein L.P., an affiliate of the Company (“AB”), entered into an investment advisory agreement with Reinsurer, pursuant to which AB will manage certain assets to be specified representing approximately 70% of assets supporting the reserves associated with the ceded policies under the Reinsurance Agreements.
The foregoing description of the Reinsurance Agreements does not purport to be complete, and is qualified in its entirety by reference to the full text of the EFLIC Reinsurance Agreement and the EFLOA Reinsurance Agreement, copies of which will be filed along with the Company’s 10-Q for the fiscal quarter ending September 30, 2025.
| Item 7.01 | Regulation FD Disclosure |
On July 31, 2025, the Company issued a press release announcing the completion of the Transaction. A copy of such press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
As provided in General Instruction B.2 of Form 8-K, the information and exhibits provided pursuant to this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| 99.1 | Press Release of Equitable Holdings, Inc., dated July 31, 2025 (furnished and not filed). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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SIGNATURE
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. | ||||||
| Date: July 31, 2025 | By: | /s/ Ralph Petruzzo | ||||
| Name: | Ralph Petruzzo | |||||
| Title: | Deputy General Counsel | |||||
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