Corebridge Financial, Inc.

DEFM14A 1 d115497ddefm14a.htm DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material under §240.14a-12 COREBRIDGE FINANCIAL, INC. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): ☒ No fee required ☐ Fee paid previously with preliminary materials ☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 Table of Contents Mountain Holding, Inc. Joint Letter to the Stockholders of Corebridge Financial, Inc. and Stockholders of Equitable Holdings, Inc. MERGER PROPOSED-YOUR VOTE IS VERY IMPORTANT On behalf of the boards of directors of Corebridge Financial, Inc. (“ Corebridge ”) and Equitable Holdings, Inc. (“ Equitable ”), we are pleased to enclose a joint proxy statement/prospectus relating to the transactions contemplated by the Agreement and Plan of Merger (the “ Merger Agreement ”), by and among Corebridge, Equitable, Mountain Holding, Inc. (“ New Equitable ”), Palisade Holding, Inc. (“ Corebridge Merger Sub ”) and Marcy Holding, Inc. (“ Equitable Merger Sub ”). We are requesting that you take certain specific actions as a holder of Corebridge’s common stock, par value $0.01 per share (the “ Corebridge Common Stock ”), or a holder of Equitable’s common stock, par value $0.01 per share (the “ Equitable Common Stock ”). The transactions contemplated by the Merger Agreement will create a leading retirement, life, wealth and asset management company with formidable distribution capabilities, enhanced scale and a diversified portfolio of businesses with well-established global brands. It unites two customer-centric organizations committed to a shared vision of empowering our clients to retire with confidence, and New Equitable will serve over 12 million customers. Together, Corebridge and Equitable will have a highly attractive financial profile that will deliver higher growth and value creation for both companies’ stockholders. New Equitable will have $1.5 trillion in assets under management and administration across Individual Retirement, Group Retirement, Asset Management, Wealth Management, Life Insurance and Institutional Markets. We believe that the transactions contemplated by the Merger Agreement will benefit both the holders of Corebridge Common Stock (the “ Corebridge Common Stockholders ”) and the holders of Equitable Common Stock (the “ Equitable Common Stockholders ”), and we ask for your support in voting for each of the proposals at our respective special meetings. Upon the terms and subject to the conditions of the Merger Agreement, which has been unanimously approved by the boards of directors of both companies, upon completion of the transactions contemplated by the Merger Agreement, 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 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 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 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 calculated on the first business day immediately following the closing date of the transaction. The special meeting of Corebridge Common Stockholders will be held virtually on July 30, 2026 at 10:00 a.m., Eastern Time (the “ Corebridge Special Meeting ”). At the Corebridge Special Meeting, Corebridge Common Stockholders will be asked to consider and vote on, among other things, (A) a proposal to adopt the Merger Agreement (the “ Corebridge 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 Corebridge in connection with the transactions contemplated by the Merger Agreement (the “ Corebridge Advisory Compensation Proposal ”), (C) a proposal to adopt the Corebridge 2026 Employee Stock Purchase Plan (the “ Corebridge ESPP Proposal ”), and (D) a proposal 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 (the “ Corebridge Adjournment Proposal ”). Table of Contents The special meeting of Equitable Common Stockholders will be held virtually on July 30, 2026 at 10:00 a.m., 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