エクイタブルHDの四半期報告

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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

———————————————

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 001-38469

————————————————

Equitable Holdings, Inc.

(Exact name of registrant as specified in its charter)


Delaware						90-0226248
(State or other jurisdiction of incorporation or organization)						(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)

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

Title of each class

Trading symbol

Name of each 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

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an “emerging growth company”. See definition of “accelerated filer,” “large accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

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. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of April 29, 2025, 303,895,221 shares of the registrant’s Common Stock, $0.01 par value, were outstanding.

Table of Contents

TABLE OF CONTENTS


		Page
PART I - FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements
	Consolidated Balance Sheets, March 31, 2025 (Unaudited) and December 31, 2024	4
	Consolidated Statements of Income (Loss), Three Months Ended March 31, 2025 and 2024 (Unaudited)	5
	Consolidated Statements of Comprehensive Income (Loss), Three Months Ended March 31, 2025 and 2024 (Unaudited)	6
	Consolidated Statements of Equity, Three Months Ended March 31, 2025 and 2024 (Unaudited)	7
	Consolidated Statements of Cash Flows, Three Months Ended March 31, 2025 and 2024 (Unaudited)	8
	Notes to Consolidated Financial Statements:
	Note 1 - Organization	10
	Note 2 - Significant Accounting Policies	11
	Note 3 - Investments	14
	Note 4 - Derivatives	26
	Note 5 - Closed Block	33

	Note 6 - DAC and Other Deferred Assets/Liabilities	34
	Note 7 - Fair Value Disclosures	36
	Note 8 - Liabilities for Future Policyholder Benefits	50
	Note 9 - Market Risk Benefits	54


	Note 10 - Policyholder Account Balances	56
	Note 11 - Employee Benefit Plans	61
	Note 12 - Income Taxes	62

	Note 13 - Equity	62
	Note 14 - Short-term and Long-term Debt	65
	Note 15 - Redeemable Noncontrolling Interest	65
	Note 16 - Commitments and Contingent Liabilities	66

	Note 17 - Business Segment Information	69
	Note 18 - Insurance Group Statutory Financial Information	74
	Note 19 - Earnings per Common Share	75




	Note 20 - Revision of Prior Period Financial Statements	76
	Note 21 - Subsequent Events	95
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	96
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	133
Item 4.	Controls and Procedures	133

PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	134
Item 1A.	Risk Factors	134
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	134
Item 3.	Defaults Upon Senior Securities	134
Item 4.	Mine Safety Disclosures	134
Item 5.	Other Information	134
Item 6.	Exhibits	135

Signatures		142

Table of Contents

NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INFORMATION

Certain of the statements included or incorporated by reference in this Quarterly Report on Form 10-Q constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “expects,” “believes,” “anticipates,” “forecasts,” “intends,” “seeks,” “aims,” “plans,” “assumes,” “estimates,” “projects,” “should,” “would,” “could,” “may,” “will,” “shall” or variations of such words are generally part of forward-looking statements. Forward-looking statements are made based on management’s current expectations and beliefs concerning future developments and their potential effects upon Equitable Holdings, Inc. (“Holdings”) and its consolidated subsidiaries. These forward-looking statements include, but are not limited to, statements regarding projections, estimates, forecasts and other financial and performance metrics and projections of market expectations. “We,” “us” and “our” refer to Holdings and its consolidated subsidiaries, unless the context refers only to Holdings as a corporate entity. There can be no assurance that future developments affecting Holdings will be those anticipated by management. Forward-looking statements include, without limitation, all matters that are not historical facts.

These forward-looking statements are not a guarantee of future performance and involve risks and uncertainties, and there are certain important factors that could cause actual results to differ, possibly materially, from expectations or estimates reflected in such forward-looking statements, including, among others: (i) conditions in the financial markets and economy, including the impact of geopolitical conflicts, changes in tariffs and trade barriers, and related economic conditions, equity market declines and volatility, interest rate fluctuations, impacts on our goodwill and changes in liquidity and access to and cost of capital; (ii) operational factors, including reliance on the payment of dividends to Holdings by its subsidiaries, protection of confidential customer information or proprietary business information, operational failures by us or our service providers, potential strategic transactions, changes in accounting standards, and catastrophic events, such as the outbreak of pandemic diseases; (iii) credit, counterparties and investments, including counterparty default on derivative contracts, failure of financial institutions, defaults by third parties and affiliates and economic downturns, defaults and other events adversely affecting our investments; (iv) our reinsurance and hedging programs; (v) our products, structure and product distribution, including variable annuity guaranteed benefits features within certain of our products, variations in statutory capital requirements, financial strength and claims-paying ratings, state insurance laws limiting the ability of our insurance subsidiaries to pay dividends and key product distribution relationships; (vi) estimates, assumptions and valuations, including risk management policies and procedures, potential inadequacy of reserves and experience differing from pricing expectations, amortization of deferred acquisition costs and financial models; (vii) our Asset Management segment, including fluctuations in assets under management and the industry-wide shift from actively-managed investment services to passive services; (viii) recruitment and retention of key employees and experienced and productive financial professionals; (ix) subjectivity of the determination of the amount of allowances and impairments taken on our investments; (x) legal and regulatory risks, including federal and state legislation affecting financial institutions, insurance regulation and tax reform; (xi) risks related to our common stock and (xii) general risks, including strong industry competition, information systems failing or being compromised and protecting our intellectual property.

Forward-looking statements should be read in conjunction with the other cautionary statements, risks, uncertainties and other factors identified in Holdings’ Annual Report on Form 10-K for the year ended December 31, 2024, as amended or supplemented in our subsequently filed Quarterly Reports on Form 10-Q, including in the section entitled “Risk Factors,” and elsewhere in this Quarterly Report on Form 10-Q. You should read this Form 10-Q completely and with the understanding that actual future results may be materially different from expectations. Further, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update or revise any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events, except as otherwise may be required by law.

Other risks, uncertainties and factors, including those discussed under “Risk Factors,” in our Annual Report on Form 10-K could cause our actual results to differ materially from those projected in any forward-looking statements we make. Readers should read carefully the factors described in “Risk Factors” in our Annual Report on Form 10-K to better understand the risks and uncertainties inherent in our business and underlying any forward-looking statements.

Throughout this Quarterly Report on Form 10-Q we use certain defined terms and abbreviations, which are summarized in the “Glossary” and “Acronyms” sections.

Table of Contents

Part I FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

Table of Contents

EQUITABLE HOLDINGS, INC.

Consolidated Balance Sheets

March 31, 2025 (Unaudited) and December 31, 2024




	March 31, 2025		December 31, 2024
	(in millions, except share data)
ASSETS
Investments:
Fixed maturities available-for-sale, at fair value (amortized cost of $85,230 and $84,717) (allowance for credit losses of $7 and $2)	$	77,997	$	76,641
Fixed maturities, at fair value using the fair value option (1)	2,105		2,053
Mortgage loans on real estate (net of allowance for credit losses of $272 and $278) (1)	20,566		20,072

Policy loans	4,318		4,330
Other equity investments (1)	3,748		3,719
Trading securities, at fair value	1,203		1,089
Other invested assets (1)	8,971		8,537
Total investments	118,908		116,441
Cash and cash equivalents (1)	8,164		6,964
Cash and securities segregated, at fair value	772		500
Broker-dealer related receivables	1,931		1,961
Deferred policy acquisition costs	7,262		7,170
Goodwill and other intangible assets, net	5,356		5,371
Amounts due from reinsurers (allowance for credit losses of $7 and $8)	7,523		7,899


Current and deferred income taxes	1,687		2,003
Purchased market risk benefits	5,976		7,376
Other assets (1)	4,574		4,462

Assets for market risk benefits	644		863
Separate Accounts assets	124,569		134,717
Total Assets	$	287,366	$	295,727
LIABILITIES
Policyholders’ account balances	$	112,793	$	110,929
Liability for market risk benefits	10,864		11,810
Future policy benefits and other policyholders’ liabilities	17,372		17,613
Broker-dealer related payables	642		775

Customer related payables	2,135		1,933
Amounts due to reinsurers	1,357		1,421

Long-term debt	4,330		3,833


Notes issued by consolidated variable interest entities, at fair value using the fair value option (1)	2,110		2,116
Other liabilities (1)	6,700		7,032

Separate Accounts liabilities	124,569		134,717
Total Liabilities	$	282,872	$	292,179
Redeemable noncontrolling interest (1) (2)	$	289	$	125
Commitments and contingent liabilities (3)
EQUITY
Equity attributable to Holdings:
Preferred stock and additional paid-in capital, $1 par value and $25,000 liquidation preference	$	1,507	$	1,507
Common stock, $0.01 par value, 2,000,000,000 shares authorized; 475,091,056 and 477,801,636 shares issued, respectively; 306,340,799 and 309,900,248 shares outstanding, respectively	5		5
Additional paid-in capital	2,305		2,336
Treasury stock, at cost,168,750,257 and 167,901,388 shares, respectively	(4,296)		(4,198)
Retained earnings	10,447		10,627
Accumulated other comprehensive income (loss)	(7,567)		(8,712)
Total equity attributable to Holdings	2,401		1,565
Noncontrolling interest	1,804		1,858
Total Equity	4,205		3,423
Total Liabilities, Redeemable Noncontrolling Interest and Equity	$	287,366	$	295,727

______________

(1) See Note 2 of the Notes to these Consolidated Financial Statements for details of balances with VIEs.

(2) See Note 15 of the Notes to these Consolidated Financial Statements for details of redeemable noncontrolling interest.

(3) See Note 16 of the Notes to these Consolidated Financial Statements for details of commitments and contingent liabilities.

See Notes to Consolidated Financial Statements (Unaudited).

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EQUITABLE HOLDINGS, INC.

Consolidated Statements of Income (Loss)

Three Months Ended March 31, 2025 and 2024 (Unaudited)


	Three Months Ended March 31,
		2025		2024
		(in millions, except per share data)
REVENUES
Policy charges and fee income		$	636	$	614
Premiums		304		285
Net derivative gains (losses)		799		(1,376)
Net investment income (loss)		1,248		1,210
Investment gains (losses), net:
Credit and intent to sell losses on available for sale debt securities and loans		—		(20)
Other investment gains (losses), net		(14)		(19)
Total investment gains (losses), net		(14)		(39)
Investment management and service fees		1,285		1,278
Other income		318		258
Total revenues		4,576		2,230

BENEFITS AND OTHER DEDUCTIONS
Policyholders’ benefits		759		677
Remeasurement of liability for future policy benefits		(2)		5
Change in market risk benefits and purchased market risk benefits		672		(1,088)
Interest credited to policyholders’ account balances		678		579
Compensation and benefits		601		620
Commissions and distribution-related payments		501		437
Interest expense		55		57
Amortization of deferred policy acquisition costs		188		172
Other operating costs and expenses		950		552
Total benefits and other deductions		4,402		2,011
Income (loss) from continuing operations, before income taxes		174		219
Income tax (expense) benefit		(24)		(24)
Net income (loss)		150		195
Less: Net income (loss) attributable to the noncontrolling interest (1)		87		103
Net income (loss) attributable to Holdings		63		92
Less: Preferred stock dividends		14		14
Net income (loss) available to Holdings’ common shareholders		$	49	$	78

EARNINGS PER COMMON SHARE
Net income (loss) applicable to Holdings’ common shareholders per common share:
Basic		$	0.16	$	0.24
Diluted		$	0.16	$	0.23
Weighted average common shares outstanding (in millions):
Basic		307.8		330.2
Diluted		311.9		332.7

______________

(1) Includes redeemable noncontrolling interest. See Note 15 of the Notes to these Consolidated Financial Statements for details of redeemable noncontrolling interest.

See Notes to Consolidated Financial Statements (Unaudited).

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EQUITABLE HOLDINGS, INC.

Consolidated Statements of Comprehensive Income (Loss)

Three Months Ended March 31, 2025 and 2024 (Unaudited)


	Three Months Ended March 31,
		2025		2024
		(in millions)
COMPREHENSIVE INCOME (LOSS)
Net income (loss)		$	150	$	195
Other comprehensive income (loss) net of income taxes:
Change in unrealized gains (losses), net of reclassification adjustment		609		(513)
Change in market risk benefits - instrument-specific credit risk		584		20
Change in liability for future policy benefits - current discount rate		(63)		98
Change in defined benefit plan related items not yet recognized in periodic benefit cost, net of reclassification adjustment		17		8
Foreign currency translation adjustment		11		(11)
Total other comprehensive income (loss), net of income taxes		1,158		(398)
Comprehensive income (loss)		1,308		(203)
Less: Comprehensive income (loss) attributable to the noncontrolling interest		100		99
Comprehensive income (loss) attributable to Holdings		$	1,208	$	(302)

See Notes to Consolidated Financial Statements (Unaudited).

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EQUITABLE HOLDINGS, INC.

Consolidated Statements of Equity

Three Months Ended March 31, 2025 and 2024 (Unaudited)


	Three Months Ended March 31,
	Equity Attributable to Holdings
	Preferred Stock and Additional Paid-In Capital		Common Stock		Additional Paid-in Capital		Treasury Stock		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total Holdings Equity		Non-controlling Interest		Total Equity
	(in millions)
Balance, beginning of period	$	1,507	$	5	$	2,336	$	(4,198)	$	10,627	$	(8,712)	$	1,565	$	1,858	$	3,423

Stock compensation	—		—		18		24		—		—		42		8		50
Purchase of treasury stock	—		—		(5)		(257)		—		—		(262)		—		(262)
Reissuance of treasury stock	—		—		—		—		(20)		—		(20)		—		(20)
Retirement of common stock	—		—		—		135		(135)		—		—		—		—
Purchase of AB Holding units	—		—		—		—		—		—		—		(30)		(30)
Dividends paid to noncontrolling interest	—		—		—		—		—		—		—		(130)		(130)

Dividends on common stock (cash dividends declared per common share of $0.24)	—		—		—		—		(74)		—		(74)		—		(74)
Dividends on preferred stock	—		—		—		—		(14)		—		(14)		—		(14)
Redemption of preferred stock	—		—		—		—		—		—		—		—		—
Net income (loss)	—		—		—		—		63		—		63		84		147
Other comprehensive income (loss)	—		—		—		—		—		1,145		1,145		13		1,158
Other	—		—		(44)		—		—		—		(44)		1		(43)
March 31, 2025	$	1,507	$	5	$	2,305	$	(4,296)	$	10,447	$	(7,567)	$	2,401	$	1,804	$	4,205


Balance, beginning of period	$	1,562	$	5	$	2,328	$	(3,712)	$	10,250	$	(7,797)	$	2,636	$	1,739	$	4,375
Stock compensation	—		—		16		19		—		—		35		9		44
Purchase of treasury stock	—		—		(2)		(251)		—		—		(253)		—		(253)
Reissuance of treasury stock	—		—		—		—		(17)		—		(17)		—		(17)
Retirement of common stock	—		—		—		143		(143)		—		—		—		—
Purchase of AB Holding units	—		—		—		—		—		—		—		(6)		(6)
Dividends paid to noncontrolling interest	—		—		—		—		—		—		—		(99)		(99)

Dividends on common stock (cash dividends declared per common share of $0.22)	—		—		—		—		(73)		—		(73)				(73)
Dividends on preferred stock	—		—		—		—		(14)		—		(14)		—		(14)

Net income (loss)	—		—		—		—		92		—		92		85		177
Other comprehensive income (loss)	—		—		—		—		—		(394)		(394)		(4)		(398)
Other	—		—		(20)		—		—		—		(20)		(1)		(21)
March 31, 2024	$	1,562	$	5	$	2,322	$	(3,801)	$	10,095	$	(8,191)	$	1,992	$	1,723	$	3,715

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EQUITABLE HOLDINGS, INC.

Consolidated Statements of Cash Flows

Three Months Ended March 31, 2025 and 2024 (Unaudited)


	Three Months Ended March 31,
	2025		2024
	(in millions)
Cash flows from operating activities:
Net income (loss)	$	150	$	195
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Interest credited to policyholders’ account balances	678		579
Policy charges and fee income	(636)		(614)
Net derivative (gains) losses	(799)		1,376
Credit and intent to sell losses on available for sale debt securities and loans	—		20
Investment (gains) losses, net	14		19
(Gains) losses on businesses held-for-sale	—		(1)
Realized and unrealized (gains) losses on trading securities	1		(37)
Loss on novation	499		—
AB Retirement plan losses	21		—
Non-cash long term incentive compensation expense	26		25
Amortization and depreciation	213		241
Remeasurement of liability for future policy benefits	(2)		5
Change in market risk benefits	672		(1,088)
Equity (income) loss from limited partnerships	(28)		(50)
Changes in:
Net broker-dealer and customer related receivables/payables	248		(24)
Reinsurance recoverable	(307)		(377)
Segregated cash and securities, net	(272)		2
Capitalization of deferred policy acquisition costs	(282)		(270)
Future policy benefits	28		117
Current and deferred income taxes	6		79
Other, net	(72)		(166)
Net cash provided by (used in) operating activities	$	158	$	31

Cash flows from investing activities:
Proceeds from the sale/maturity/pre-payment of:
Fixed maturities, available-for-sale	$	4,470	$	1,906
Fixed maturities, at fair value using the fair value option	131		199
Mortgage loans on real estate	349		256
Trading account securities	168		251

Short term investments	34		282
Other	130		142
Payment for the purchase/origination of:
Fixed maturities, available-for-sale	(4,989)		(3,153)
Fixed maturities, at fair value using the fair value option	(190)		(216)
Mortgage loans on real estate	(841)		(658)
Trading account securities	(216)		(504)
Short term investments	(48)		(258)
Other	(297)		(81)


Cash settlements related to derivative instruments, net	200		(1,179)

Investment in capitalized software, leasehold improvements and EDP equipment	(10)		(63)
Other, net	(90)		394

See Notes to Consolidated Financial Statements (Unaudited).

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EQUITABLE HOLDINGS, INC.

Consolidated Statements of Cash Flows

Three Months Ended March 31, 2025 and 2024 (Unaudited)


	Three Months Ended March 31,
	2025		2024
	(in millions)
Net cash provided by (used in) investing activities	$	(1,199)	$	(2,682)

Cash flows from financing activities:
Policyholders’ account balances:
Deposits	$	6,722	$	4,239
Withdrawals	(2,059)		(2,572)
Transfers (to) from Separate Accounts	484		401
Payments of market risk benefits	(154)		(202)
Repayment of short-term financings	—		(254)
Change in collateralized pledged assets	8		(171)
Change in collateralized pledged liabilities	(2,871)		3,663
(Decrease) increase in overdrafts payable	—		46

Issuance of long-term debt	495		—


Proceeds from collateralized loan obligations	34		5
Repayment of collateralized loan obligations	(24)		—
Proceeds from notes issued by consolidated VIEs	461		—
Repayment of notes issued by consolidated VIEs	(465)		—
Dividends paid on common stock	(74)		(73)
Dividends paid on preferred stock	(14)		(14)


Purchase of AB Holding Units to fund long-term incentive compensation plan awards, net	(30)		(6)
Purchase of treasury shares	(262)		(253)
Purchases (redemptions) of noncontrolling interests of consolidated company-sponsored investment funds	92		203
Distribution to noncontrolling interest of consolidated subsidiaries	(130)		(99)
Change in securities lending	9		31
Other, net	6		1
Net cash provided by (used in) financing activities	$	2,228	$	4,945

Effect of exchange rate changes on cash and cash equivalents	$	13	$	(10)
Change in cash and cash equivalents	1,200		2,284
Cash and cash equivalents, beginning of period	6,964		8,239
Change in cash of businesses held-for-sale	—		(166)
Cash and cash equivalents, end of period	$	8,164	$	10,357






Non-cash transactions from investing and financing activities:






Right-of-use assets obtained in exchange for lease obligations	$	15	$	205

______________

(1)See Note 1 for details on Novation.

See Notes to Consolidated Financial Statements (Unaudited).

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited)

1) ORGANIZATION

Equitable Holdings, Inc. is the holding company for a diversified financial services organization. The Company conducts operations in six segments: Individual Retirement, Group Retirement, Asset Management, Protection Solutions, Wealth Management and Legacy. The Company’s management evaluates the performance of each of these segments independently. Effective April 1, 2024, the Company renamed its Investment Management and Research segment to Asset Management following the close of the previously announced joint venture between AllianceBernstein and Societe Generale. Following the close of the transaction, Bernstein Research Services (“BRS”)

business results are no longer consolidated within the financial results for AllianceBernstein and Equitable Holdings, Inc.

•The Individual Retirement segment offers a diverse suite of variable annuity products which are primarily sold to affluent and high net worth individuals saving for retirement or seeking retirement income.

•The Group Retirement segment offers tax-deferred investment and retirement services or products to plans sponsored by educational entities, municipalities and not-for-profit entities, as well as small and medium-sized businesses.

•The Asset Management segment provides diversified investment management and related services globally to a broad range of clients through three main client channels - Institutional, Retail and Private Wealth. The Asset Management segment reflects the business of AB Holding and ABLP and their subsidiaries (collectively, AB).

•The Protection Solutions segment includes the Company’s life insurance and group employee benefits (“EB”) businesses.

•The Wealth Management segment is an emerging leader in the wealth management space with a differentiated advice value proposition that offers discretionary and non-discretionary investment advisory accounts, financial planning and advice, life insurance, and annuity products.

•The Legacy segment consists of our capital intensive fixed-rate GMxB business written prior to 2011.

The Company reports certain activities and items that are not included in our segments in Corporate and Other. Corporate and Other includes certain of our financing and investment expenses. It also includes closed block of life insurance (the “Closed Block”), run-off variable annuity reinsurance business, run-off group pension business, run-off health business, benefit plans for our employees, certain strategic investments and certain unallocated items, including capital and related investments, interest expense and corporate expense. AB’s results of operations are reflected in the Asset Management segment. Accordingly, Corporate and Other does not include any items applicable to AB.

As of March 31, 2025 and December 31, 2024, the Company’s economic interest in AB was approximately 62% and 62%, respectively. The General Partner of AB is a wholly owned subsidiary of the Company. Because the General Partner has the authority to manage and control the business of AB, AB is consolidated in the Company’s financial statements for all periods presented.

RGA Reinsurance Transaction

On February 23, 2025, Equitable Financial, as well as Equitable America and Equitable Financial L&A, entered into a master transaction agreement with Reinsurance Group of America (“RGA”) pursuant to which at closing and subject to the terms and conditions set forth in such agreement, RGA would enter into reinsurance agreements, as reinsurer, with each such subsidiary, as ceding company, to effect the RGA Reinsurance Transaction. The transaction is expected to close in mid-2025, subject to regulatory approval.

Novation

Effective January 17, 2025, Equitable Financial novated certain legacy variable annuity policies sold between 2006-2008, comprised of non-New York “Accumulator” policies containing fixed rate Guaranteed Minimum Income Benefit and/or Guaranteed Minimum Death Benefit guarantees reinsured by Venerable under the combined co-insurance and modified coinsurance basis agreement executed on June 1, 2021.

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

As a result of the novation of certain Legacy VA policies completed during the first quarter, the Company recorded a loss of $499 million in pre-tax net income and an increase of $263 million in pre-tax AOCI, for a total impact loss of $236 million. The negative impact is mostly driven by the reduction of the Purchase market risk benefits (“MRB”) asset of $2.0 billion and the reduction of Liability for MRBs of $1.6 billion, offset by a decrease in reinsurance deposit liability of $183 million. Purchase MRB asset reduction is larger than the Direct MRB liability reduction since the Venerable reinsurance assets sit in a collateralized trust and thus materially reduce the non-performance risk. Deposit account liability decreases as novation leads to faster amortization of the liability. The novation impact from the base contracts and the contracts in payout status is less material, as the increase in policyholders’ account balance of $33 million and decrease in liability for future policyholders’ benefits of $458 million are largely offset by a decrease in amounts due from reinsurers of $432 million.

2) SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The unaudited interim consolidated financial statements (the “consolidated financial statements”) have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP” or “GAAP”) on a basis consistent with reporting interim financial information in accordance with instructions to the Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission (“SEC”).

In the opinion of management, all adjustments necessary for a fair statement of the financial position and results of operations have been made. All such adjustments are of a normal, recurring nature. Interim results are not necessarily indicative of the results that may be expected for the full year. These financial statements should be read in conjunction with the Company’s consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2024.

The accompanying unaudited consolidated financial statements present the consolidated results of operations, financial condition, and cash flows of the Company and its subsidiaries and those investment companies, partnerships and joint ventures in which the Company has control and a majority economic interest as well as those variable interest entities (“VIEs”) that meet the requirements for consolidation.

All significant intercompany transactions and balances have been eliminated in consolidation. The terms “first quarter 2025” and “first quarter 2024” refer to the three months ended March 31, 2025 and 2024, respectively. The terms “first three months of 2025” and “first three months of 2024” refer to the three months ended March 31, 2025 and 2024, respectively.

Future Adoption of New Accounting Pronouncements


Description	Effective Date and Method of Adoption	Effect on the Financial Statement or Other Significant Matters
ASU 2023-09: Income Taxes (Topic 740): Improvements to Income Tax Disclosures

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued


Description	Effective Date and Method of Adoption	Effect on the Financial Statement or Other Significant Matters
The ASU enhanced existing income tax disclosures primarily related to the rate reconciliation and income taxes paid information. With regard to the improvements to disclosures of rate reconciliation, a public business entity is required on an annual basis to (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold. Similarly, a public entity is required to provide the amount of income taxes paid (net of refunds received) disaggregated by (1) federal, state, and foreign taxes and by (2) individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than 5 percent of total income taxes paid (net of refunds received). The ASU also includes certain other amendments to improve the effectiveness of income tax disclosures, for example, an entity is required to provide (1) pretax income (or loss) from continuing operations disaggregated between domestic and foreign, and (2) income tax expense (or benefit) from continuing operations disaggregated by federal, state, and foreign.	The ASU will be effective for annual periods beginning after December 15, 2024. Entities are required to apply the ASU on a prospective basis.	The adoption of ASU 2023-09 is not expected to materially impact the Company’s financial position, results of operation, or cash flows.


ASU 2024-03: Accounting Standards Update No. 2024-03-Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40)
This ASU requires a public business entity to disclose specific information about certain costs and expenses in the notes to its financial statements for interim and annual reporting periods. The objective of the disclosure requirements is to provide disaggregated information about a public business entity’s expenses to help investors (a) better understand the entity’s performance, (b) better assess the entity’s prospects for future cash flows, and (c) compare an entity’s performance over time and with that of other entities. The ASU does not change the expense captions an entity presents on the face of the income statement; rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the notes to the financial statements.	The ASU will be effective for annual periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027. Entities are required to apply the ASU on a prospective basis.	The Company is currently assessing the impact to the financial statements of this ASU.

Accounting and Consolidation of VIEs

For all new investment products and entities developed by the Company, the Company first determines whether the entity is a VIE, which involves determining an entity’s variability and variable interests, identifying the holders of the equity investment at risk and assessing the five characteristics of a VIE. Once an entity is determined to be a VIE, the Company then determines whether it is the primary beneficiary of the VIE based on its beneficial interests. If the Company is deemed to be the primary beneficiary of the VIE, the Company consolidates the entity.

Quarterly, management of the Company reviews its investment management agreements and its investments in, and other financial arrangements with, certain entities that hold client AUM to determine the entities the Company is required to consolidate under this guidance. These entities include certain mutual fund products, hedge funds, structured products, group trusts, collective investment trusts, and limited partnerships.

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

The analysis performed to identify variable interests held, determine whether entities are VIEs or VOEs, and evaluate whether the Company has a controlling financial interest in such entities requires the exercise of judgment and is updated on a continuous basis as circumstances change or new entities are developed. The primary beneficiary evaluation generally is performed qualitatively based on all facts and circumstances, including consideration of economic interests in the VIE held directly and indirectly through related parties and entities under common control, as well as quantitatively, as appropriate.

Consolidated VIEs

Consolidated CLOs

The Company is the investment manager of certain asset-backed investment vehicles, commonly referred to as CLOs, and certain other vehicles for which the Company earns fee income for investment management services. The Company may sell or syndicate investments through these vehicles, principally as part of the strategic investing activity as part of its investment management businesses. Additionally, the Company may invest in securities issued by these vehicles which are eliminated in consolidation of the CLOs.

As of March 31, 2025 and December 31, 2024, respectively, Equitable Financial holds $131 million and $128 million of equity interests in the CLOs. The Company consolidated the CLOs as of March 31, 2025 and December 31, 2024 as it is the primary beneficiary due to the combination of both its equity interest held by Equitable Financial and the majority ownership of AB, which functions as the CLO’s loan manager. The assets of the CLOs are legally isolated from the Company’s creditors and can only be used to settle obligations of the CLOs. The liabilities of the CLOs are non-recourse to the Company and the Company has no obligation to satisfy the liabilities of the CLOs. As of March 31, 2025, Equitable Financial holds $0 million of equity interests in a SPE established to purchase loans from the market in anticipation of a new CLO transaction. The Company consolidated the SPE as of March 31, 2025 as it is the primary beneficiary due to the combination of both its equity interest held by Equitable Financial and the majority ownership of AB, which functions as the SPE loan manager.

Resulting from this consolidation in the Company’s consolidated balance sheets are fixed maturities, at fair value using the fair value option with total assets of $2.1 billion and $2.1 billion and total liabilities of $2.1 billion and $2.1 billion at March 31, 2025 and December 31, 2024, respectively. The unpaid outstanding principal balance of the notes and short-term borrowing is $1.9 billion and $1.9 billion at March 31, 2025 and December 31, 2024.

Consolidated Limited Partnerships and LLCs

As of March 31, 2025 and December 31, 2024 the Company consolidated limited partnerships and LLCs for which it was identified as the primary beneficiary under the VIE model. Included in other invested assets, mortgage loans on real estate, other equity investments, trading securities, cash and other liabilities in the Company’s consolidated balance sheets at March 31, 2025 and December 31, 2024 are total net assets of $2.4 billion and $2.1 billion, respectively related to these VIEs.

Consolidated AB-Sponsored Investment Funds

Included in the Company’s consolidated balance sheets as of March 31, 2025 and December 31, 2024 are assets of $309 million and $85 million, liabilities of $16 million and $0 million, and redeemable noncontrolling interests of $189 million and $32 million, respectively, associated with the consolidation of AB-sponsored investment funds under the VIE model. Also included in the Company’s consolidated balance sheets as of March 31, 2025 and December 31, 2024 are assets of $60 million and $73 million, liabilities of $3 million and $1 million, and redeemable noncontrolling interests of $13 million and $17 million, respectively, from consolidation of AB-sponsored investment funds under the VOE model.

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

Non-Consolidated VIEs

As of March 31, 2025 and December 31, 2024 respectively, the Company held approximately $3.1 billion and $3.0 billion of investment assets in the form of equity interests issued by non-corporate legal entities determined under the guidance to be VIEs, such as limited partnerships and limited liability companies, including CLOs, hedge funds, private equity funds and real estate-related funds. The Company continues to reflect these equity interests in the consolidated balance sheets as other equity investments and applies the equity method of accounting for these positions. The net assets of these non-consolidated VIEs are approximately $371.7 billion and $350.7 billion as of March 31, 2025 and December 31, 2024 respectively. The Company’s maximum exposure to loss from its direct involvement with these VIEs is the carrying value of its investment of $3.1 billion and $3.0 billion and approximately $1.1 billion and $1.2 billion of unfunded commitments as of March 31, 2025 and December 31, 2024, respectively. The Company has no further economic interest in these VIEs in the form of guarantees, derivatives, credit enhancements or similar instruments and obligations.

Non-Consolidated AB-Sponsored Investment Products

As of March 31, 2025 and December 31, 2024, the net assets of investment products sponsored by AB that are non-consolidated VIEs are approximately $44.5 billion and $46.9 billion, respectively. The Company’s maximum exposure to loss from its direct involvement with these VIEs is its investment of $13 million and $17 million as of March 31, 2025 and December 31, 2024, respectively. The Company has no further commitments to or economic interest in these VIEs.

Revision of Previously Issued Financial Statements

The Company identified an immaterial error related to the initial bookkeeping of ceded accrued fees within policyholders’ account balance ultimately impacting the initial deposit accounting of a reinsurance transaction. The impact of this error to prior periods’ financial statements was not considered to be material. To improve the consistency and comparability of the financial statements, management voluntarily revised the financial statements to include the revisions discussed herein. As a result of the determination to revise previously issued financial statements for the deposit accounting discussed above, management also has corrected other previously identified but uncorrected errors and errors recorded in incorrect periods including, a) pension liability overstatement due to a reconciling item, b) incorrect FX impacting the FABN carrying value, c) incorrect inputs ratio in our MRB modeling and incorrect inputs in the deposit accounting calculation, d) the hedging impact of Treasury Inflation-Protected Securities (TIPS) hedging income was incorrectly recorded in Accumulated other comprehensive income, e) error in the manual accrual in an input calculation in the treasury package overstating Policyholders’ account balance and Interest credited to policyholders, f) incorrect actuarial indication impacting the Liability for MRB and Purchase MRB, and g) incorrect allocation of earned premiums to loss ratio impacting reserves.

See Note 20 of the Notes to these Financial Statements for details of the revision.

3) INVESTMENTS

Fixed Maturities AFS

The components of fair value and amortized cost for fixed maturities classified as AFS on the consolidated balance sheets excludes accrued interest receivable because the Company elected to present accrued interest receivable within other assets. Accrued interest receivable on AFS fixed maturities as of March 31, 2025 and December 31, 2024 was $707 million and $693 million, respectively. There was no accrued interest written off for AFS fixed maturities for the three months ended March 31, 2025 and 2024.

The following tables provide information relating to the Company’s fixed maturities classified as AFS:

AFS Fixed Maturities by Classification


	Amortized Cost		Allowance for Credit Losses		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
	(in millions)
March 31, 2025
Fixed Maturities:
Corporate (1)	$	54,248	$	7	$	336	$	5,640	$	48,937

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued


	Amortized Cost		Allowance for Credit Losses		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
	(in millions)
U.S. Treasury, government and agency	6,110		—		3		1,359		4,754
States and political subdivisions	469		—		3		83		389
Foreign governments	684		—		1		126		559
Residential mortgage-backed (2)	5,323		—		53		116		5,260
Asset-backed (3)	13,857		—		91		63		13,885
Commercial mortgage-backed	4,485		—		9		338		4,156
Redeemable preferred stock	54		—		3		—		57
Total at March 31, 2025	$	85,230	$	7	$	499	$	7,725	$	77,997

December 31, 2024:
Fixed Maturities:
Corporate (1)	$	55,218	$	2	$	251	$	6,116	$	49,351
U.S. Treasury, government and agency	5,801		—		—		1,513		4,288
States and political subdivisions	472		—		2		88		386
Foreign governments	689		—		1		136		554
Residential mortgage-backed (2)	4,520		—		15		152		4,383
Asset-backed (3)	13,660		—		96		57		13,699
Commercial mortgage-backed	4,301		—		5		385		3,921
Redeemable preferred stock	56		—		3		—		59
Total at December 31, 2024	$	84,717	$	2	$	373	$	8,447	$	76,641

______________

(1)Corporate fixed maturities include both public and private issues.

(2)Includes publicly traded agency pass-through securities and collateralized obligations.

(3)Includes credit-tranched securities collateralized by sub-prime mortgages, credit risk transfer securities and other asset types.

The contractual maturities of AFS fixed maturities as of March 31, 2025 are shown in the table below. Bonds not due at a single maturity date have been included in the table in the final year of maturity. Actual maturities may differ from contractual maturities because borrowers may have the right to call or pre-pay obligations with or without call or pre-payment penalties.

Contractual Maturities of AFS Fixed Maturities


	Amortized Cost (Less Allowance for Credit Losses)		Fair Value
	(in millions)
March 31, 2025
Contractual maturities:
Due in one year or less	$	2,652	$	2,634
Due in years two through five	15,365		15,068
Due in years six through ten	19,282		18,502
Due after ten years	24,205		18,435
Subtotal	61,504		54,639
Residential mortgage-backed	5,323		5,260
Asset-backed	13,857		13,885
Commercial mortgage-backed	4,485		4,156
Redeemable preferred stock	54		57
Total at March 31, 2025	$	85,223	$	77,997

The following table shows proceeds from sales, gross gains (losses) from sales and allowance for credit losses for AFS fixed maturities:

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

Proceeds from Sales, Gross Gains (Losses) from Sales and Allowance for Credit and Intent to Sell Losses for AFS Fixed Maturities


	Three Months Ended March 31,
		2025		2024
		(in millions)
Proceeds from sales		$	1,302	$	444
Gross gains on sales		$	2	$	—
Gross losses on sales		$	(3)	$	(24)

Net (increase) decrease in Allowance for Credit and Intent to Sell losses		$	(6)	$	(2)

The following table sets forth the amount of credit loss impairments on AFS fixed maturities held by the Company at the dates indicated and the corresponding changes in such amounts:

AFS Fixed Maturities - Credit and Intent to Sell Loss Impairments


	Three Months Ended March 31,
		2025		2024
		(in millions)
Balance, beginning of period		$	47	$	48
Previously recognized impairments on securities that matured, paid, prepaid or sold		—		(4)
Recognized impairments on securities impaired to fair value this period (1)		—		—
Credit losses recognized this period on securities for which credit losses were not previously recognized		5		3
Additional credit losses this period on securities previously impaired		1		1


Balance, end of period		$	53	$	48

______________

(1)Represents circumstances where the Company determined in the current period that it intends to sell the security, or it is more likely than not that it will be required to sell the security before recovery of the security’s amortized cost.

The tables below present a roll-forward of net unrealized investment gains (losses) recognized in AOCI:

Net Unrealized Gains (Losses) on AFS Fixed Maturities


	Three Months Ended March 31, 2025
	Net Unrealized Gains (Losses) on Investments		Policyholders’ Liabilities		Deferred Income Tax Asset (Liability)		AOCI Gain (Loss) Related to Net Unrealized Investment Gains (Losses)
	(in millions)
Balance, beginning of period	$	(8,074)	$	71	$	464	$	(7,539)
Net investment gains (losses) arising during the period	844		—		—		844
Reclassification adjustment:
Included in net income (loss)	8		—		—		8

Other	—		—		(8)		(8)
Impact of net unrealized investment gains (losses)	—		(5)		(178)		(183)
Net unrealized investment gains (losses) excluding credit losses	(7,222)		66		278		(6,878)
Net unrealized investment gains (losses) with credit losses	(4)		—		1		(3)
Balance, end of period	$	(7,226)	$	66	$	279	$	(6,881)

	Three Months Ended March 31, 2024
Balance, beginning of period	$	(6,999)	$	50	$	226	$	(6,723)

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued


Net investment gains (losses) arising during the period	(683)		—		—		(683)
Reclassification adjustment:
Included in net income (loss)	26		—		—		26

Other	—		—		(3)		(3)
Impact of net unrealized investment gains (losses)	—		13		134		147
Net unrealized investment gains (losses) excluding credit losses	(7,656)		63		357		(7,236)
Net unrealized investment gains (losses) with credit losses	(4)		—		1		(3)
Balance, end of period	$	(7,660)	$	63	$	358	$	(7,239)

The following tables disclose the fair values and gross unrealized losses of the 4,032 issues as of March 31, 2025 and the 4,307 issues as of December 31, 2024 that are not deemed to have credit losses, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position for the specified periods at the dates indicated:

AFS Fixed Maturities in an Unrealized Loss Position for Which No Allowance Is Recorded


	Less Than 12 Months				12 Months or Longer				Total
	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
	(in millions)
March 31, 2025
Fixed Maturities:
Corporate	$	7,477	$	121	$	28,052	$	5,515	$	35,529	$	5,636
U.S. Treasury, government and agency	106		2		4,284		1,357		4,390		1,359
States and political subdivisions	—		—		276		83		276		83
Foreign governments	26		—		462		126		488		126
Residential mortgage-backed	799		8		858		108		1,657		116
Asset-backed	2,684		11		763		52		3,447		63
Commercial mortgage-backed	441		3		2,905		335		3,346		338

Total at March 31, 2025	$	11,533	$	145	$	37,600	$	7,576	$	49,133	$	7,721

December 31, 2024:
Fixed Maturities:
Corporate	$	9,147	$	205	$	28,684	$	5,901	$	37,831	$	6,106
U.S. Treasury, government and agency	117		4		4,107		1,509		4,224		1,513
States and political subdivisions	40		—		271		88		311		88
Foreign governments	59		1		460		135		519		136
Residential mortgage-backed	1,986		26		851		126		2,837		152
Asset-backed	974		7		692		50		1,666		57
Commercial mortgage-backed	409		6		2,893		379		3,302		385

Total at December 31, 2024	$	12,732	$	249	$	37,958	$	8,188	$	50,690	$	8,437

The Company maintains a diversified portfolio of AFS securities across industries and issuers and does not have exposure to any single issuer in excess of 0.4% of total fixed maturities. The largest exposure to a single issuer held as of March 31, 2025 and December 31, 2024 was $350 million and $400 million, respectively, representing 8.3% and 11.7% of the consolidated equity of the Company.

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

Corporate high yield securities, consisting primarily of public high yield bonds, are classified as other than investment grade by the various rating agencies, i.e., a rating below Baa3/BBB- or the NAIC Designation (as defined below) of 3 (medium investment grade), 4 or 5 (below investment grade) or 6 (in or near default). As of March 31, 2025 and December 31, 2024, respectively, approximately $1.9 billion and $1.9 billion, or 2.2% and 2.3%, of the $85.2 billion and $84.7 billion aggregate amortized cost of fixed maturities held by the Company were considered to be other than investment grade. These securities had gross unrealized losses of $60 million and $64 million as of March 31, 2025 and December 31, 2024, respectively.

As of March 31, 2025 and December 31, 2024, respectively, the $7.6 billion and $8.2 billion of gross unrealized losses of twelve months or more were primarily concentrated in corporate securities. In accordance with the policy described in Note 2 of the Notes to these Consolidated Financial Statements, the Company concluded that an adjustment to the allowance for credit losses for these securities was not warranted at either March 31, 2025 or December 31, 2024. As of March 31, 2025 and December 31, 2024, the Company neither intended to sell the securities nor was it more likely than not required to dispose of the securities before the anticipated recovery of their remaining amortized cost basis.

Based on the Company’s evaluation both qualitatively and quantitatively of the drivers of the decline in fair value of fixed maturity securities as of March 31, 2025, the Company determined that the unrealized loss was primarily due to increases in interest rates and credit spreads.

Securities Lending

The Company enters into securities lending agreements with an agent bank whereby blocks of securities are loaned to third parties, primarily major brokerage firms. As of March 31, 2025 and December 31, 2024, the estimated fair value of loaned securities was $974 million and $134 million. The agreements require a minimum of 102% of the fair value of the loaned securities to be held as cash or security collateral, calculated daily. We do not have the right to sell or pledge the securities posted as collateral. To further minimize the credit risks related to these programs, the financial condition of counterparties is monitored on a regular basis. As of March 31, 2025 and December 31, 2024, collateral received in the amount of $998 million and $137 million, of which $146 million and $137 million, respectively, is cash collateral. A securities lending payable for the overnight and continuous loans is included in other liabilities in the amount of cash collateral received. Securities lending transactions are used to generate income. Income and expenses associated with these transactions are reported as Net investment income and were not material for the three months ended March 31, 2025 and 2024.

Mortgage Loans on Real Estate

Accrued interest receivable on commercial, agricultural and residential mortgage loans as of March 31, 2025 and December 31, 2024 was $102 million and $96 million, respectively. There was no accrued interest written off for commercial, agricultural and residential mortgage loans for the three months ended March 31, 2025 and 2024.

There were no mortgage loans foreclosed during the three months ended March 31, 2025.

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

Allowance for Credit Losses on Mortgage Loans

The change in the allowance for credit losses for commercial, agricultural and residential mortgage loans were as follows:


	Three Months Ended March 31,
		2025		2024
		(in millions)
Allowance for credit losses on mortgage loans:
Commercial mortgages:
Balance, beginning of period		$	259	$	272
Current-period provision for expected credit losses		(5)		16
Write-offs charged against the allowance		—		—
Recoveries of amounts previously written off		—		—
Net change in allowance		(5)		16
Balance, end of period		$	254	$	288

Agricultural mortgages:
Balance, beginning of period		$	15	$	6
Current-period provision for expected credit losses		(2)		—
Write-offs charged against the allowance		—		—
Recoveries of amounts previously written off		—		—
Net change in allowance		(2)		—
Balance, end of period		$	13	$	6

Residential mortgages:
Balance, beginning of period		$	4	$	1
Current-period provision for expected credit losses		1		2
Write-offs charged against the allowance		—		—
Recoveries of amounts previously written off		—		—
Net change in allowance		1		2
Balance, end of period		$	5	$	3

Total allowance for credit losses		$	272	$	297

The change in the allowance for credit losses is attributable to:

•increases/decreases in the loan balance due to new originations, maturing mortgages, and loan amortization; and

•changes in credit quality and economic assumptions.

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

Credit Quality Information

The Company’s commercial and agricultural mortgage loans segregated by risk rating exposure were as follows:

Loan to Value (“LTV”) Ratios (1) (3)


	March 31, 2025
	Amortized Cost Basis by Origination Year
	2025		2024		2023		2022		2021		Prior		Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term Loans Amortized Cost Basis		Total
	(in millions)
Commercial and agricultural mortgage loans:
Commercial:
0% - 50%	$	—	$	185	$	334	$	137	$	210	$	1,710	$	—	$	—	$	2,576
50% - 70%	618		1,428		933		1,621		628		2,421		404		271		8,324
70% - 90%	—		73		246		842		918		1,553		109		205		3,946
90% plus	—		—		—		467		322		1,475		—		—		2,264
Total commercial	$	618	$	1,686	$	1,513	$	3,067	$	2,078	$	7,159	$	513	$	476	$	17,110

Agricultural:
0% - 50%	$	27	$	47	$	102	$	157	$	201	$	1,123	$	—	$	—	$	1,657
50% - 70%	18		158		54		126		129		402		—		—		887
70% - 90%	—		—		—		—		—		—		—		—		—
90% plus	—		—		—		—		—		16		—		—		16
Total agricultural	$	45	$	205	$	156	$	283	$	330	$	1,541	$	—	$	—	$	2,560


Total commercial and agricultural mortgage loans:
0% - 50%	$	27	$	232	$	436	$	294	$	411	$	2,833	$	—	$	—	$	4,233
50% - 70%	636		1,586		987		1,747		757		2,823		404		271		9,211
70% - 90%	—		73		246		842		918		1,553		109		205		3,946
90% plus	—		—		—		467		322		1,491		—		—		2,280
Total commercial and agricultural mortgage loans	$	663	$	1,891	$	1,669	$	3,350	$	2,408	$	8,700	$	513	$	476	$	19,670

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

Debt Service Coverage (“DSC”) Ratios (2) (3)


	March 31, 2025
	Amortized Cost Basis by Origination Year
	2025		2024		2023		2022		2021		Prior		Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term Loans Amortized Cost Basis		Total
	(in millions)
Commercial and agricultural mortgage loans:
Commercial:
Greater than 2.0x	$	67	$	208	$	175	$	949	$	1,232	$	4,034	$	—	$	—	$	6,665
1.8x to 2.0x	—		103		—		50		149		974		113		252		1,641
1.5x to 1.8x	84		471		211		654		—		1,058		50		188		2,716
1.2x to 1.5x	391		716		515		481		602		709		—		—		3,414
1.0x to 1.2x	76		188		602		713		78		339		350		36		2,382
Less than 1.0x	—		—		10		220		17		45		—		—		292
Total commercial	$	618	$	1,686	$	1,513	$	3,067	$	2,078	$	7,159	$	513	$	476	$	17,110

Agricultural:
Greater than 2.0x	$	2	$	11	$	5	$	40	$	34	$	211	$	—	$	—	$	303
1.8x to 2.0x	2		10		17		23		53		103		—		—		208
1.5x to 1.8x	2		48		11		44		27		288		—		—		420
1.2x to 1.5x	19		46		46		88		138		522		—		—		859
1.0x to 1.2x	9		71		46		63		68		381		—		—		638
Less than 1.0x	11		19		31		25		10		36		—		—		132
Total agricultural	$	45	$	205	$	156	$	283	$	330	$	1,541	$	—	$	—	$	2,560


Total commercial and agricultural mortgage loans:
Greater than 2.0x	$	69	$	219	$	180	$	989	$	1,266	$	4,245	$	—	$	—	$	6,968
1.8x to 2.0x	2		113		17		73		202		1,077		113		252		1,849
1.5x to 1.8x	86		519		222		698		27		1,346		50		188		3,136
1.2x to 1.5x	410		762		561		569		740		1,231		—		—		4,273
1.0x to 1.2x	85		259		648		776		146		720		350		36		3,020
Less than 1.0x	11		19		41		245		27		81		—		—		424
Total commercial and agricultural mortgage loans	$	663	$	1,891	$	1,669	$	3,350	$	2,408	$	8,700	$	513	$	476	$	19,670

______________

(1)The LTV ratio is derived from current loan balance divided by the fair value of the property. The fair value of the underlying commercial properties is updated annually for each mortgage loan.

(2)The DSC ratio is calculated using the most recently reported operating income results from property operations divided by annual debt service.

(3)Residential mortgage loans are excluded from the above tables.

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

LTV Ratios (1) (3)


	December 31, 2024
	Amortized Cost Basis by Origination Year
	2024		2023		2022		2021		2020		Prior		Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term Loans Amortized Cost Basis		Total
	(in millions)
Commercial and agricultural mortgage loans:
Commercial:
0% - 50%	$	185	$	363	$	137	$	212	$	269	$	1,548	$	—	$	—	$	2,714
50% - 70%	1,501		910		1,622		628		318		2,083		441		201		7,704
70% - 90%	—		246		707		918		396		1,187		101		206		3,761
90% plus	—		—		616		322		309		1,290		—		—		2,537
Total commercial	$	1,686	$	1,519	$	3,082	$	2,080	$	1,292	$	6,108	$	542	$	407	$	16,716

Agricultural:
0% - 50%	$	49	$	98	$	160	$	202	$	269	$	882	$	—	$	—	$	1,660
50% - 70%	160		59		126		130		144		273		—		—		892
70% - 90%	—		—		—		—		—		16		—		—		16
90% plus	—		—		—		—		—		—		—		—		—
Total agricultural	$	209	$	157	$	286	$	332	$	413	$	1,171	$	—	$	—	$	2,568


Total commercial and agricultural mortgage loans:
0% - 50%	$	234	$	461	$	297	$	414	$	538	$	2,430	$	—	$	—	$	4,374
50% - 70%	1,661		969		1,748		758		462		2,356		441		201		8,596
70% - 90%	—		246		707		918		396		1,203		101		206		3,777
90% plus	—		—		616		322		309		1,290		—		—		2,537
Total commercial and agricultural mortgage loans	$	1,895	$	1,676	$	3,368	$	2,412	$	1,705	$	7,279	$	542	$	407	$	19,284

DSC Ratios (2) (3)


	December 31, 2024
	Amortized Cost Basis by Origination Year
	2024		2023		2022		2021		2020		Prior		Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term Loans Amortized Cost Basis		Total
	(in millions)
Commercial and agricultural mortgage loans:
Commercial:
Greater than 2.0x	$	208	$	176	$	609	$	1,255	$	916	$	3,318	$	—	$	—	$	6,482
1.8x to 2.0x	103		75		50		149		376		607		176		182		1,718
1.5x to 1.8x	472		211		727		—		—		1,060		44		189		2,703
1.2x to 1.5x	756		566		542		433		—		661		—		—		2,958

Table of Contents

EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued


	December 31, 2024
	Amortized Cost Basis by Origination Year
	2024		2023		2022		2021		2020		Prior		Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term Loans Amortized Cost Basis		Total
	(in millions)
1.0x to 1.2x	147		482		643		193		—		359		322		36		2,182
Less than 1.0x	—		9		511		50		—		103		—		—		673
Total commercial	$	1,686	$	1,519	$	3,082	$	2,080	$	1,292	$	6,108	$	542	$	407	$	16,716

Agricultural:
Greater than 2.0x	$	12	$	5	$	41	$	34	$	57	$	157	$	—	$	—	$	306
1.8x to 2.0x	11		17		24		54		28		79		—		—		213
1.5x to 1.8x	49		11		44		27		120		175		—		—		426
1.2x to 1.5x	47		46		89		138		113		422		—		—		855
1.0x to 1.2x	71		47		63		68		87		307		—		—		643
Less than 1.0x	19		31		25		11		8		31		—		—		125
Total agricultural	$	209	$	157	$	286	$	332	$	413	$	1,171	$	—	$	—	$	2,568


Total commercial and agricultural mortgage loans:
Greater than 2.0x	$	220	$	181	$	650	$	1,289	$	973	$	3,475	$	—	$	—	$	6,788
1.8x to 2.0x	114		92		74		203		404		686		176		182		1,931
1.5x to 1.8x	521		222		771		27		120		1,235		44		189		3,129
1.2x to 1.5x	803		612		631		571		113		1,083		—		—		3,813
1.0x to 1.2x	218		529		706		261		87		666		322		36		2,825
Less than 1.0x	19		40		536		61		8		134		—		—		798
Total commercial and agricultural mortgage loans	$	1,895	$	1,676	$	3,368	$	2,412	$	1,705	$	7,279	$	542	$	407	$	19,284

______________

(1)The LTV ratio is derived from current loan balance divided by the fair value of the property. The fair value of the underlying commercial properties is updated annually for each mortgage loan.

(2)The DSC ratio is calculated using the most recently reported operating income results from property operations divided by annual debt service.

(3)Residential mortgage loans are excluded from the above tables.

The amortized cost of residential mortgage loans by credit quality indicator and origination year was as follows:


	March 31, 2025
	Amortized Cost Basis by Origination Year
	2025		2024		2023		2022		2021		Prior		Total
	(in millions)
Performance indicators:
Performing	$	437	$	414	$	183	$	129	$	3	$	2	$	1,168
Nonperforming	—		—		—		—		—		—		—
Total	$	437	$	414	$	183	$	129	$	3	$	2	$	1,168

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued


	December 31, 2024
	Amortized Cost Basis by Origination Year
	2024		2023		2022		2021		2019		Prior		Total
	(in millions)
Performance indicators:
Performing	$	313	$	428	$	186	$	133	$	4	$	2	$	1,066
Nonperforming	—		—		—		—		—		—		—
Total	$	313	$	428	$	186	$	133	$	4	$	2	$	1,066

Past-Due and Nonaccrual Mortgage Loan Status

The aging analysis of past-due mortgage loans were as follows:

Age Analysis of Past Due Mortgage Loans (1)


	Accruing Loans												Non-accruing Loans		Total Loans		Non-accruing Loans with No Allowance		Interest Income on Non-accruing Loans
	Past Due								Current		Total
	30-59 Days		60-89 Days		90 Days or More		Total
	(in millions)
March 31, 2025:
Mortgage loans:
Commercial	$	—	$	—	$	—	$	—	$	17,053	$	17,053	$	57	$	17,110	$	—	$	—
Agricultural	46		6		65		117		2,408		2,525		35		2,560		16		—
Residential	—		—		2		2		1,165		1,167		1		1,168		—		—
Total	$	46	$	6	$	67	$	119	$	20,626	$	20,745	$	93	$	20,838	$	16	$	—

December 31, 2024:
Mortgage loans:
Commercial	$	—	$	—	$	—	$	—	$	16,659	$	16,659	$	57	$	16,716	$	—	$	1
Agricultural	12		1		33		46		2,486		2,532		36		2,568		—		—
Residential	—		1		—		1		1,065		1,066		—		1,066		—		—
Total	$	12	$	2	$	33	$	47	$	20,210	$	20,257	$	93	$	20,350	$	—	$	1

______________

(1)Amounts presented at amortized cost basis.

As of March 31, 2025 and December 31, 2024, the amortized cost of problem mortgage loans that had been classified as non-accrual loans were $37 million and $36 million, respectively.

Loan Modifications

There were no loan modifications during the three months ended March 31, 2025. During 2024, the Company granted a modification splitting a commercial mortgage loan into two notes. One note retaining the original loan terms and the second note with an increased interest rate to market terms and required management of excess cash. The loan has an amortized cost of $65 million. The impact to Investment income or gains (losses) as a result of this modification was not material to the consolidated financial statements.

During 2023, the Company granted a modification of interest rates on four commercial mortgage loans, but not to market terms and required management of excess cash. The loans have an amortized cost of $228 million which represents 1.3% of total commercial mortgage loans. Two of the four loans also have term extensions of 17 months to 4 years. The impact to Investment income or gains (losses) as a result of these modifications was not material to the Consolidated Financial Statements.

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

The above modifications are performing in accordance with their restructured terms.

Equity Securities

The breakdown of unrealized and realized gains and (losses) on equity securities was as follows:

Unrealized and Realized Gains (Losses) from Equity Securities


	Three Months Ended March 31,
		2025		2024
		(in millions)
Net investment gains (losses) recognized during the period on securities held at the end of the period		$	—	$	15
Net investment gains (losses) recognized on securities sold during the period		—		(1)
Unrealized and realized gains (losses) on equity securities		$	—	$	14

Trading Securities

As of March 31, 2025 and December 31, 2024, respectively, the fair value of the Company’s trading securities was $1.2 billion and $1.1 billion. As of March 31, 2025 and December 31, 2024, respectively, trading securities included the General Account’s investment in Separate Accounts had carrying values of $54 million and $64 million.

The breakdown of net investment income (loss) from trading securities was as follows:

Net Investment Income (Loss) from Trading Securities


	Three Months Ended March 31,
		2025		2024
		(in millions)
Net investment gains (losses) recognized during the period on securities held at the end of the period		$	(17)	$	36
Net investment gains (losses) recognized on securities sold during the period		16		1
Unrealized and realized gains (losses) on trading securities		(1)		37
Interest and dividend income from trading securities		9		11
Net investment income (loss) from trading securities		$	8	$	48

Fixed maturities, at fair value using the fair value option

The breakdown of net investment income (loss) from fixed maturities, at fair value using the fair value option were as follows:

Net Investment Income (Loss) from Fixed Maturities, at Fair Value using the Fair Value Option


	Three Months Ended March 31,
		2025		2024
		(in millions)
Net investment gains (losses) recognized during the period on securities held at the end of the period		$	7	$	(3)
Net investment gains (losses) recognized on securities sold during the period		2		1
Unrealized and realized gains (losses) from fixed maturities		9		(2)
Interest and dividend income from fixed maturities		—		5
Net investment income (loss) from fixed maturities		$	9	$	3

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

Net Investment Income

The following tables provides the components of Net investment income by investment type:


	Three Months Ended March 31,
		2025		2024
		(in millions)
Fixed maturities		$	936	$	812
Mortgage loans on real estate		260		234
Other equity investments		44		60
Policy loans		55		54
Trading securities		8		48
Other investment income		(23)		25
Fixed maturities, at fair value using the fair value option		9		3
Gross investment income (loss)		1,289		1,236
Investment expenses		(41)		(26)
Net investment income (loss)		$	1,248	$	1,210

Investment Gains (Losses), Net

Investment gains (losses), net, including changes in the valuation allowances and credit losses were as follows:


	Three Months Ended March 31,
		2025		2024
		(in millions)
Fixed maturities		$	(8)	$	(26)
Mortgage loans on real estate		(7)		(18)

Other		1		5
Investment gains (losses), net		$	(14)	$	(39)

For the three months ended March 31, 2025 and 2024, respectively, investment results passed through to certain participating group annuity contracts as interest credited to policyholders’ account balances totaled $0 million and $0 million.

4) DERIVATIVES

The Company uses derivatives as part of its overall asset/liability risk management primarily to reduce exposures to equity market and interest rate risks. Derivative hedging strategies are designed to reduce these risks from an economic perspective and are all executed within the framework of a “Derivative Use Plan” approved by applicable states’ insurance law. Derivatives are generally not accounted for using hedge accounting, with the exception of TIPS and cash flow hedges, which are discussed further below. Operation of these hedging programs is based on models involving numerous estimates and assumptions, including, among others, mortality, lapse, surrender and withdrawal rates, election rates, fund performance, market volatility and interest rates. A wide range of derivative contracts are used in these hedging programs, including exchange traded equity, currency and interest rate futures contracts, total return and/or other equity swaps, interest rate swap and floor contracts, bond and bond-index total return swaps, swaptions, variance swaps and equity options, credit and foreign exchange derivatives, as well as bond and repo transactions to support the hedging. The derivative contracts are collectively managed in an effort to reduce the economic impact of unfavorable changes in guaranteed benefits’ exposures attributable to movements in capital markets. In addition, as part of its hedging strategy, the Company targets an asset level for all variable annuity products at or above a CTE98 level under most economic scenarios (CTE is a statistical measure of tail risk which quantifies the total asset requirement (“TAR”) to sustain a loss if an event outside a given probability level has occurred. CTE98 denotes the financial resources a company would need to cover the average of the worst 2% of scenarios.)

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

Derivatives Utilized to Hedge Exposure to Variable Annuities with Guarantee Features

The Company has issued and continues to offer variable annuity products with GMxB features which are accounted for as MRBs. The risk associated with the GMDB feature is that under-performance of the financial markets could result in GMDB benefits, in the event of death, being higher than what accumulated policyholders’ account balances would support. The risk associated with the GMIB feature is that under-performance of the financial markets could result in the present value of GMIB, in the event of annuitization, being higher than what accumulated policyholders’ account balances would support, taking into account the relationship between current annuity purchase rates and the GMIB guaranteed annuity purchase rates. The risk associated with products that have a GMxB feature and are accounted for as MRBs is that under-performance of the financial markets could result in the GMxB features benefits being higher than what accumulated policyholders’ account balances would support.

For GMxB features, the Company retains certain risks including basis, credit spread, and some volatility risk and risk associated with actual experience compared to expected actuarial assumptions for mortality, lapse and surrender, withdrawal and policyholder election rates, among other things. The derivative contracts are managed to correlate with changes in the value of the GMxB features that result from financial markets movements. A portion of exposure to realized equity volatility is hedged using equity options and variance swaps and a portion of exposure to credit risk is hedged using total return swaps on fixed income indices. Additionally, the Company is party to total return swaps for which the reference U.S. Treasury securities are contemporaneously purchased from the market and sold to the swap counterparty. As these transactions result in a transfer of control of the U.S. Treasury securities to the swap counterparty, the Company derecognizes these securities with consequent gain or loss from the sale. The Company has also purchased reinsurance contracts to mitigate the risks associated with GMDB features and the impact of potential market fluctuations on future policyholder elections of GMIB features contained in certain annuity contracts issued by the Company. The reinsurance of these features is accounted for as purchased MRBs. In addition, on June 1, 2021, we ceded legacy variable annuity policies sold by Equitable Financial between 2006-2008 (the “Block”), comprised of non-New York “Accumulator” policies containing fixed rate GMIB and/or GMDB guarantees to CS Life. As this contract provides full risk transfer and thus has the same risk attributes as the underlying direct contracts, the benefits of this treaty are accounted for in the same manner as the underlying gross reserves and therefore the amounts due from reinsurers related to excess benefits are accounted for as purchased MRBs.

The Company has in place an economic hedge program using U.S. Treasury futures to partially protect the overall profitability of future variable annuity sales against declining interest rates.

Derivatives Utilized to Hedge Crediting Rate Exposure on SCS, SIO, MSO and IUL Products/Investment Options

The Company hedges crediting rates in the SCS variable annuity, SIO in the EQUI-VEST variable annuity series, MSO in the variable life insurance products and IUL insurance products. These products permit the contract owner to participate in the performance of an index, ETF or commodity price movement up to a cap for a set period of time. They also contain a protection feature, in which the Company will absorb, up to a certain percentage, the loss of value in an index, ETF or commodity price, which varies by product segment.

In order to support the returns associated with these features, the Company enters into derivative contracts whose payouts, in combination with fixed income investments, emulate those of the index, ETF or commodity price, subject to caps and buffers, thereby substantially reducing any exposure to market-related earnings volatility.

Derivatives Used to Hedge Equity Market Risks Associated with the General Account’s Seed Money Investments in Retail Mutual Funds

The Company’s General Account seed money investments in retail mutual funds expose us to market risk, including equity market risk which is partially hedged through equity-index futures contracts to minimize such risk.

Derivatives Used for General Account Investment Portfolio

The Company purchased CDS to mitigate its exposure to a reference entity through cash positions. These positions do not replicate credit spreads.

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

The Company purchased 30-year TIPS and other sovereign bonds, both inflation linked and non-inflation linked, as General Account investments and enters into asset or cross-currency basis swaps, to result in payment of the given bond’s coupons and principal at maturity in the bond’s specified currency to the swap counterparty in return for fixed dollar amounts. These swaps, when considered in combination with the bonds, together result in a net position that is intended to replicate a dollar-denominated fixed-coupon cash bond with a yield higher than a term-equivalent U.S. Treasury bond.

Derivatives Utilized to Hedge Exposure to Foreign Currency Denominated Cash Flows

The Company purchases private placement debt securities and issues funding agreements in the FABN program in currencies other than its functional U.S. dollar currency. The Company enters into cross currency swaps with external counterparties to hedge the exposure of the foreign currency denominated cash flows of these instruments. The foreign currency received from or paid to the cross currency swap counterparty is exchanged for fixed U.S. dollar amounts with improved net investment yields or net product costs over equivalent U.S. dollar denominated instruments issued at that time. The transactions are accounted for as cash flow hedges when they are designated in hedging relationships and qualify for hedge accounting.

These cross currency swaps are for the period the foreign currency denominated private placement debt securities and funding agreement are outstanding, with the longest cross currency swap expiring in 2033. Since these cross currency swaps are designated and qualify as cash flow hedges, the corresponding interest accruals are recognized in Net investment income and in interest credited to policyholders’ account balances.

The tables below present quantitative disclosures about the Company’s derivative instruments designated in hedging relationships and derivative instruments which have not been designated in hedging relationships, including those embedded in other contracts required to be accounted for as derivative instruments.

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

The following table presents the gross notional amount and fair value of the Company’s derivatives:

Derivative Instruments by Category


	March 31, 2025								December 31, 2024
			Fair Value								Fair Value
	Notional Amount		Derivative Assets		Derivative Liabilities		Net Derivatives		Notional Amount		Derivative Assets		Derivative Liabilities		Net Derivatives
	(in millions)
Derivatives: designated for hedge accounting (1)
Cash flow hedges:
Currency swaps	$	3,081	$	115	$	89	$	26	$	2,940	$	111	$	95	$	16
Interest swaps	952		—		339		(339)		952		—		306		(306)
Total: designated for hedge accounting	4,033		115		428		(313)		3,892		111		401		(290)
Derivatives: not designated for hedge accounting (1)
Equity contracts:
Futures	17,730		1		—		1		14,530		3		—		3
Swaps	15,638		69		20		49		16,264		65		19		46
Options	67,942		17,444		3,819		13,625		70,685		20,647		4,319		16,328
Interest rate contracts:
Futures	10,701		—		—		—		9,310		—		—		—
Swaps	629		8		3		5		672		—		41		(41)
Options	50		6		—		6		—		—		—		—
Credit contracts:
Credit default swaps	317		1		6		(5)		275		12		10		2
Currency contracts:
Currency swaps	900		2		26		(24)		828		26		—		26
Currency forwards	76		15		15		—		28		17		17		—
Other freestanding contracts:
Margin	—		1,007		—		1,007		—		796		—		796
Collateral	—		122		14,073		(13,951)		—		137		16,908		(16,771)
Total: not designated for hedge accounting	113,983		18,675		17,962		713		112,592		21,703		21,314		389

Embedded derivatives:
SCS, SIO, MSO and IUL indexed features (2)	—		—		13,962		(13,962)		—		—		17,212		(17,212)
Total embedded derivatives	—		—		13,962		(13,962)		—		—		17,212		(17,212)

Total derivative instruments	$	118,016	$	18,790	$	32,352	$	(13,562)	$	116,484	$	21,814	$	38,927	$	(17,113)

______________

(1)Reported in other invested assets in the consolidated balance sheets.

(2)Reported in policyholders’ account balances in the consolidated balance sheets.

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

The following table presents the effects of derivative instruments on the consolidated statements of income and comprehensive income (loss):

Derivative Instruments by Category


	Three Months Ended March 31, 2025								Three Months Ended March 31, 2024
	Net Derivatives Gain (Losses) (1)		Net Investment Income		Interest Credited To Policyholders Account Balances		AOCI		Net Derivatives Gain (Losses) (1)		Net Investment Income		Interest Credited To Policyholders Account Balances		AOCI
	(in millions)
Derivatives: designated for hedge accounting
Cash flow hedges:
Currency swaps	$	—	$	6	$	33	$	(37)	$	—	$	3	$	(18)	$	16
Interest swaps	—		(3)		—		(21)		—		3		—		(7)
Total: designated for hedge accounting	—		3		33		(58)		—		6		(18)		9
Derivatives: not Designated for hedge accounting
Equity contracts:
Futures	(200)		—		—		—		241		—		—		—
Swaps	705		—		—		—		(1,115)		—		—		—
Options	(2,645)		—		—		—		2,795		—		—		—
Interest rate contracts:
Futures	(23)		—		—		—		(9)		—		—		—
Swaps	15		—		—		—		(164)		—		—		—
Options	(1)		—		—		—		—		—		—		—
Credit contracts:
Credit default swaps	—		—		—		—		(1)		—		—		—
Currency contracts:
Currency swaps	(30)		—		—		—		12		—		—		—
Currency forwards	—		—		—		—		1		—		—		—
Other freestanding contracts:
Margin	—		—		—		—		—		—		—		—
Collateral	—		—		—		—		—		—		—		—
Total: not designated for hedge accounting	(2,179)		—		—		—		1,760		—		—		—

Embedded derivatives:
SCS, SIO,MSO and IUL indexed features	2,978		—		—		—		(3,136)		—		—		—
Total embedded derivatives	2,978		—		—		—		(3,136)		—		—		—

Total derivative instruments	$	799	$	3	$	33	$	(58)	$	(1,376)	$	6	$	(18)	$	9

______________

(1)Reported in net derivative gains (losses) in the consolidated statements of income (loss).

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

The following table presents a roll-forward of cash flow hedges recognized in AOCI:

Roll-forward of Cash flow hedges in AOCI


	Three Months Ended March 31,
	2025		2024
	(in millions)
Balance, beginning of period	$	80	$	(29)
Amount recorded in AOCI
Currency swaps	10		—
Interest swaps	(29)		(8)
Total amount recorded in AOCI	(19)		(8)
Amount reclassified from (to) income to AOCI
Currency swaps (1)	(47)		16
Interest swaps (1)	8		1
Total amount reclassified from (to) income to AOCI	(39)		17
Balance, end of period (2)	$	22	$	(20)

______________

(1) Currency swaps income is reported in Net investment income in the consolidated statements of income (loss). Interest swaps income is reported in net derivative gains (losses) in the consolidated statements of income (loss).

(2) The Company does not estimate the amount of the deferred losses in AOCI at March 31, 2025, and 2024 which will be released and reclassified into net income (loss) over the next 12 months as the amounts cannot be reasonably estimated.

Equity-Based and Treasury Futures Contracts Margin

All outstanding equity-based and treasury futures contracts as of March 31, 2025 and December 31, 2024 are exchange-traded and net settled daily in cash. As of March 31, 2025 and December 31, 2024, respectively, the Company had open exchange-traded futures positions on: (i) the S&P 500, Nasdaq, Russell 2000 and Emerging Market indices, having initial margin requirements of $896 million and $704 million, (ii) the 2-year, 5-year and 10-year U.S. Treasury Notes on U.S. Treasury bonds and ultra-long bonds, having initial margin requirements of $124 million and $99 million, and (iii) the Euro Stoxx, FTSE 100, Topix, ASX 200 and EAFE indices as well as corresponding currency futures on the Euro/U.S. dollar, Pound/U.S. dollar, Australian dollar/U.S. dollar, and Yen/U.S. dollar, having initial margin requirements of $12 million and $11 million.

Collateral Arrangements

The Company generally has executed a CSA under the ISDA Master Agreement it maintains with each of its OTC derivative counterparties that requires both posting and accepting collateral either in the form of cash or high-quality securities, such as U.S. Treasury securities, U.S. government and government agency securities and investment grade corporate bonds. The Company nets the fair value of all derivative financial instruments with counterparties for which an ISDA Master Agreement and related CSA have been executed. As of March 31, 2025 and December 31, 2024, respectively, the Company held $14.1 billion and $16.9 billion in cash and securities collateral delivered by trade counterparties, representing the fair value of the related derivative agreements. The unrestricted cash collateral is reported in other invested assets. The Company posted collateral of $122 million and $137 million as of March 31, 2025 and December 31, 2024, respectively, in the normal operation of its collateral arrangements. The Company is exposed to losses in the event of non-performance by counterparties to financial derivative transactions with a positive fair value. The Company manages credit risk by: (i) entering into derivative transactions with highly rated major international financial institutions and other creditworthy counterparties governed by master netting agreements, as applicable; (ii) trading through central clearing and OTC parties; (iii) obtaining collateral, such as cash and securities, when appropriate; and (iv) setting limits on single party credit exposures which are subject to periodic management review.

Substantially all of the Company’s derivative agreements have zero thresholds which require daily full collateralization by the party in a liability position. In addition, certain of the Company’s derivative agreements contain credit-risk related contingent features; if the credit rating of one of the parties to the derivative agreement is to fall below a certain level, the party with positive fair value could request termination at the then fair value or demand immediate full collateralization from the party whose credit rating fell and is in a net liability position.

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

As of March 31, 2025 and December 31, 2024, there were no net liability derivative positions with counterparties with credit risk-related contingent features whose credit rating has fallen. All derivatives have been appropriately collateralized by the Company or the counterparty in accordance with the terms of the derivative agreements.

The following tables present information about the Company’s offsetting of financial assets and liabilities and derivative instruments:

Offsetting of Financial Assets and Liabilities and Derivative Instruments

As of March 31, 2025


	Gross Amount Recognized		Gross Amount Offset in the Balance Sheets		Net Amount Presented in the Balance Sheets		Gross Amount not Offset in the Balance Sheets (3)		Net Amount
	(in millions)
Assets:
Derivative assets (1)	$	18,789	$	11,621	$	7,168	$	(6,117)	$	1,051
Secured lending	146		—		146		(852)		(706)
Other financial assets	1,657		—		1,657		—		1,657
Other invested assets	$	20,592	$	11,621	$	8,971	$	(6,969)	$	2,002

Liabilities:
Derivative liabilities (2)	$	12,275	$	11,621	$	654	$	—	$	654
Secured lending	146		—		146		—		146
Other financial liabilities	5,900		—		5,900		—		5,900
Other liabilities	$	18,321	$	11,621	$	6,700	$	—	$	6,700

______________

(1)Excludes Asset Management segment’s derivative assets of consolidated VIEs/VOEs.

(2)Excludes Asset Management segment’s derivative liabilities of consolidated VIEs/VOEs.

(3)Financial instruments/collateral sent (held).

As of December 31, 2024


	Gross Amount Recognized		Gross Amount Offset in the Balance Sheets		Net Amount Presented in the Balance Sheets		Gross Amount not Offset in the Balance Sheets (3)		Net Amount
	(in millions)
Assets:
Derivative assets (1)	$	21,814	$	14,924	$	6,890	$	(6,080)	$	810
Secured Lending	137		—		137		—		137
Other financial assets	1,510		—		1,510		—		1,510
Other invested assets	$	23,461	$	14,924	$	8,537	$	(6,080)	$	2,457

Liabilities:
Derivative liabilities (2)	$	15,634	$	14,924	$	710	$	—	$	710
Secured Lending	137		—		137		—		137
Other financial liabilities	6,185		—		6,185		—		6,185
Other liabilities	$	21,956	$	14,924	$	7,032	$	—	$	7,032

______________

(1)Excludes Asset Management segment’s derivative assets of consolidated VIEs/VOEs.

(2)Excludes Asset Management segment’s derivative liabilities of consolidated VIEs/VOEs.

(3)Financial instruments sent (held).

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

5) CLOSED BLOCK

As a result of demutualization, the Company’s Closed Block was established in 1992 for the benefit of certain individual participating policies that were in force on that date. Assets, liabilities and earnings of the Closed Block are specifically identified to support its participating policyholders.

Assets allocated to the Closed Block insure solely to the benefit of the Closed Block policyholders and will not revert to the benefit of the Company. No reallocation, transfer, borrowing or lending of assets can be made between the Closed Block and other portions of the Company’s General Account, any of its Separate Accounts or any affiliate of the Company without the approval of the New York State Department of Financial Services (the “NYDFS”). Closed Block assets and liabilities are carried on the same basis as similar assets and liabilities held in the General Account. For more information on the Closed Block, see Note 6 to the Company's consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2024.

Summarized financial information for the Company’s Closed Block is as follows:



	March 31, 2025		December 31, 2024
	(in millions)
Closed Block Liabilities:
Future policy benefits, policyholders’ account balances and other	$	5,157	$	5,213

Other liabilities	186		62
Total Closed Block liabilities	5,343		5,275

Assets Designated to the Closed Block:
Fixed maturities AFS, at fair value (amortized cost of $2,736 and $2,888) (allowance for credit losses of$0 and$0)	2,629		2,746
Mortgage loans on real estate (net of allowance for credit losses of $22 and $21)	1,525		1,531
Policy loans	515		523
Cash and other invested assets	259		17
Other assets	116		130
Total assets designated to the Closed Block	5,044		4,947

Excess of Closed Block liabilities over assets designated to the Closed Block	299		328
Amounts included in AOCI:
Net unrealized investment gains (losses), net of income tax: $23 and $30	(85)		(112)
Maximum future earnings to be recognized from Closed Block assets and liabilities	$	214	$	216

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

The Company’s Closed Block revenues and expenses were as follows:


	Three Months Ended March 31,
		2025		2024
		(in millions)
Revenues:
Premiums and other income		$	27	$	29
Net investment income (loss)		51		52
Investment gains (losses), net		(1)		(1)
Total revenues		77		80

Benefits and Other Deductions:
Policyholders’ benefits and dividends		74		77

Total benefits and other deductions		74		77
Net income (loss), before income taxes		3		3
Income tax (expense) benefit		(1)		(1)
Net income (loss)		$	2	$	2

6) DAC AND OTHER DEFERRED ASSETS/LIABILITIES

The following table presents a reconciliation of DAC to the consolidated balance sheets:


	March 31		December 31
	2025		2024
	(in millions)
Protection Solutions
Term	$	307	$	314
Universal Life	172		170
Variable Universal Life	1,102		1,083
Indexed Universal Life	186		186
Individual Retirement
GMxB Core	1,604		1,605
EQUI-VEST Individual	154		154
Investment Edge	236		225
SCS	2,018		1,938
Legacy Segment
GMxB Legacy	504		517
Group Retirement
EQUI-VEST Group	771		768
Momentum	82		83
Corporate and Other	105		107
Other	21		20
Total	$	7,262	$	7,170

Annually, or as circumstances warrant, the Company reviews the associated decrements assumptions (i.e., mortality and lapse) based on our multi-year average of companies experience with actuarial judgements to reflect other observable industry trends. In addition to DAC, the unearned revenue liability and sales inducement asset (“SIA”) use similar techniques and quarterly update processes for balance amortization.

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

Changes in the DAC asset were as follows:


	Three Months Ended March 31, 2025
	Protection Solutions								Individual Retirement								Legacy		Group Retirement				Corporate and Other		Total
	Term		UL		VUL		IUL		GMxB Core		EI		IE		SCS		GMxB Legacy		EG		Momentum		CB (1)
	(in millions)
Balance, beginning of period	$	314	$	170	$	1,083	$	186	$	1,605	$	154	$	225	$	1,938	$	517	$	768	$	83	$	107	$	7,150
Capitalization	2		5		35		3		37		3		16		157		5		15		3		—		281
Amortization (2)	(9)		(3)		(16)		(3)		(38)		(3)		(5)		(77)		(18)		(12)		(4)		(2)		(190)
Balance, end of period	$	307	$	172	$	1,102	$	186	$	1,604	$	154	$	236	$	2,018	$	504	$	771	$	82	$	105	$	7,241

______________

(1)“CB” defined as Closed Block.

(2)Includes an immaterial impact from Novation. See Note 1 for additional details.


	Three Months Ended March 31, 2024
	Protection Solutions								Individual Retirement								Legacy		Group Retirement				Corporate and Other		Total
	Term		UL		VUL		IUL		GMxB Core		EI		IE		SCS		GMxB Legacy		EG		Momentum		CB
	(in millions)
Balance, beginning of period	$	337	$	174	$	987	$	188	$	1,602	$	155	$	172	$	1,571	$	555	$	742	$	82	$	116	$	6,681
Capitalization	4		3		37		2		39		2		12		148		7		15		2		—		271
Amortization (1)	(10)		(3)		(15)		(3)		(37)		(3)		(4)		(64)		(16)		(10)		(4)		(2)		(171)
Balance, end of period	$	331	$	174	$	1,009	$	187	$	1,604	$	154	$	180	$	1,655	$	546	$	747	$	80	$	114	$	6,781

______________

(1) DAC amortization of $1 million related to Other not reflected in table above.

Changes in the Individual Retirement sales inducement assets were as follows:


	Three Months Ended March 31,
	2025				2024
	GMxB Core		GMxB Legacy		GMxB Core		GMxB Legacy
	(in millions)
Balance, beginning of period	$	117	$	160	$	127	$	179
Capitalization	—		—		1		—
Amortization	(3)		(5)		(3)		(5)
Balance, end of period	$	114	$	155	$	125	$	174

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

Changes in the Protection Solutions unearned revenue liability were as follows:


	Three Months Ended March 31,
	2025						2024
	UL		VUL		IUL		UL		VUL		IUL
	(in millions)

Balance, beginning of period	$	114	$	840	$	250	$	107	$	754	$	210
Capitalization	3		37		12		4		32		14
Amortization	(2)		(13)		(4)		(2)		(12)		(3)
Balance, end of period	$	115	$	864	$	258	$	109	$	774	$	221

7) FAIR VALUE DISCLOSURES

U.S. GAAP establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value, and identifies three levels of inputs that may be used to measure fair value:

Level 1 Unadjusted quoted prices for identical instruments in active markets. Level 1 fair values generally are supported by market transactions that occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2 Observable inputs other than Level 1 prices, such as quoted prices for similar instruments, quoted prices in markets that are not active, and inputs to model-derived valuations that are directly observable or can be corroborated by observable market data.

Level 3 Unobservable inputs supported by little or no market activity and often requiring significant management judgment or estimation, such as an entity’s own assumptions about the cash flows or other significant components of value that market participants would use in pricing the asset or liability.

The Company uses unadjusted quoted market prices to measure fair value for those instruments that are actively traded in financial markets. In cases where quoted market prices are not available, fair values are measured using present value or other valuation techniques. The fair value determinations are made at a specific point in time, based on available market information and judgments about the financial instrument, including estimates of the timing and amount of expected future cash flows and the credit standing of counterparties. Such adjustments do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument, nor do they consider the tax impact of the realization of unrealized gains or losses. In many cases, the fair value can neither be substantiated by direct comparison to independent markets, nor can the disclosed value be realized in immediate settlement of the instrument.

Management is responsible for the determination of the value of investments carried at fair value and the supporting methodologies and assumptions. Under the terms of various service agreements, the Company often utilizes independent valuation service providers to gather, analyze, and interpret market information and derive fair values based upon relevant methodologies and assumptions for individual securities. These independent valuation service providers typically obtain data about market transactions and other key valuation model inputs from multiple sources and, through the use of widely accepted valuation models, provide a single fair value measurement for individual securities for which a fair value has been requested. As further described below with respect to specific asset classes, these inputs include, but are not limited to, market prices for recent trades and transactions in comparable securities, benchmark yields, interest rate yield curves, credit spreads, quoted prices for similar securities, and other market-observable information, as applicable. Specific attributes of the security being valued are also considered, including its term, interest rate, credit rating, industry sector, and when applicable, collateral quality and other security- or issuer-specific information. When insufficient market observable information is available upon which to measure fair value, the Company either will request brokers knowledgeable about these securities to provide a non-binding quote or will employ internal valuation models. Fair values received from independent valuation service providers and brokers and those internally modeled or otherwise estimated are assessed for reasonableness.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

Assets and liabilities measured at fair value on a recurring basis are summarized below:

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

Fair Value Measurements as of March 31, 2025


	Level 1		Level 2		Level 3		Total
	(in millions)
Assets:
Investments
Fixed maturities, AFS:
Corporate (1)	$	—	$	47,106	$	1,831	$	48,937
U.S. Treasury, government and agency	—		4,754		—		4,754
States and political subdivisions	—		389		—		389
Foreign governments	—		559		—		559
Residential mortgage-backed (2)	—		5,260		—		5,260
Asset-backed (3)	—		13,237		648		13,885
Commercial mortgage-backed	—		4,148		8		4,156
Redeemable preferred stock	—		57		—		57
Total fixed maturities, AFS	—		75,510		2,487		77,997
Fixed maturities, at fair value using the fair value option	—		1,842		263		2,105
Other equity investments (4)	311		260		16		587
Trading securities	406		688		109		1,203
Other invested assets:
Short-term investments	—		50		—		50
Assets of consolidated VIEs/VOEs	18		324		2		344
Swaps	—		(283)		—		(283)
Credit default swaps	—		(5)		—		(5)
Futures	1		—		—		1
Options	—		13,631		—		13,631
Total other invested assets	19		13,717		2		13,738
Cash equivalents	5,462		530		—		5,992
Segregated securities	—		772		—		772
Purchased market risk benefits	—		—		5,976		5,976
Assets for market risk benefits	—		—		644		644
Separate Accounts assets (5)	121,586		2,476		—		124,062
Total Assets	$	127,784	$	95,795	$	9,497	$	233,076

Liabilities:
Notes issued by consolidated VIE’s, at fair value using the fair value option (6)	$	—	$	1,931	$	168	$	2,099
SCS, SIO, MSO and IUL indexed features’ liability	—		13,962		—		13,962

Liabilities for market risk benefits	—		—		10,864		10,864
Contingent payment arrangements	—		—		8		8
Total Liabilities	$	—	$	15,893	$	11,040	$	26,933

______________

(1)Corporate fixed maturities includes both public and private issues.

(2)Includes publicly traded agency pass-through securities and collateralized obligations.

(3)Includes credit-tranched securities collateralized by sub-prime mortgages, credit risk transfer securities and other asset types.

(4)Includes short position equity securities of $21 million that are reported in other liabilities.

(5)Separate Accounts assets included in the fair value hierarchy exclude investments in entities that calculate NAV per share (or its equivalent) as a practical expedient. Such investments excluded from the fair value hierarchy include investments in real estate. As of March 31, 2025, the fair value of such investments was $302 million.

(6)Accrued interest payable of $11 million is reported in Notes issued by consolidated VIE’s, at fair value using the fair value option in the consolidated balance sheets, which is not required to be measured at fair value on a recurring basis.

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

Fair Value Measurements as of December 31, 2024


	Level 1		Level 2		Level 3		Total
	(in millions)
Assets:
Investments
Fixed maturities, AFS:
Corporate (1)	$	—	$	46,879	$	2,472	$	49,351
U.S. Treasury, government and agency	—		4,288		—		4,288
States and political subdivisions	—		386		—		386
Foreign governments	—		554		—		554
Residential mortgage-backed (2)	—		4,383		—		4,383
Asset-backed (3)	—		13,467		232		13,699
Commercial mortgage-backed (2)	—		3,913		8		3,921
Redeemable preferred stock	—		59		—		59
Total fixed maturities, AFS	—		73,929		2,712		76,641
Fixed maturities, at fair value using the fair value option	—		1,778		275		2,053
Other equity investments (4)	319		251		53		623
Trading securities	433		576		80		1,089
Other invested assets:
Short-term investments	—		36		—		36
Assets of consolidated VIEs/VOEs	16		137		2		155
Swaps	—		(259)		—		(259)
Credit default swaps	—		2		—		2
Futures	3		—		—		3
Options	—		16,328		—		16,328
Total other invested assets	19		16,244		2		16,265
Cash equivalents	5,356		45		—		5,401
Segregated securities	2		498		—		500
Purchased market risk benefits	—		—		7,376		7,376
Assets for market risk benefits	—		—		863		863
Separate Accounts assets (5)	131,714		2,489		—		134,203
Total Assets	$	137,843	$	95,810	$	11,361	$	245,014

Liabilities:
Notes issued by consolidated VIE’s, at fair value using the fair value option (6)	$	—	$	1,933	$	172	$	2,105
SCS, SIO, MSO and IUL indexed features’ liability	—		17,212		—		17,212

Liabilities for market risk benefits	—		—		11,810		11,810
Contingent payment arrangements	—		—		9		9
Total Liabilities	$	—	$	19,145	$	11,991	$	31,136

______________

(1)Corporate fixed maturities includes both public and private issues.

(2)Includes publicly traded agency pass-through securities and collateralized obligations.

(3)Includes credit-tranched securities collateralized by sub-prime mortgages, credit risk transfer securities and other asset types.

(4)Includes short position equity securities of $20 million that are reported in other liabilities.

(5)Separate Accounts assets included in the fair value hierarchy exclude investments in entities that calculate NAV per share (or its equivalent) as a practical expedient. Such investments excluded from the fair value hierarchy include investments in real estate. As of December 31, 2024, the fair value of such investments was $320 million.

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

Public Fixed Maturities

The fair values of the Company’s public fixed maturities, including those accounted for using the fair value option, are generally based on prices obtained from independent valuation service providers and for which the Company maintains a vendor hierarchy by asset type based on historical pricing experience and vendor expertise. Although each security generally is priced by multiple independent valuation service providers, the Company ultimately uses the price received from the independent valuation service provider highest in the vendor hierarchy based on the respective asset type, with limited exception. To validate reasonableness, prices also are internally reviewed by those with relevant expertise through comparison with directly observed recent market trades. Consistent with the fair value hierarchy, public fixed maturities validated in this manner generally are reflected within Level 2, as they are primarily based on observable pricing for similar assets and/or other market observable inputs.

Private Fixed Maturities

The fair values of the Company’s private fixed maturities, including those accounted for using the fair value option are determined from prices obtained from independent valuation service providers. Prices not obtained from an independent valuation service provider are determined by using a discounted cash flow model or a market comparable company valuation technique. In certain cases, these models use observable inputs with a discount rate based upon the average of spread surveys collected from private market intermediaries who are active in both primary and secondary transactions, taking into account, among other factors, the credit quality and industry sector of the issuer and the reduced liquidity associated with private placements. Generally, these securities have been reflected within Level 2. For certain private fixed maturities, the discounted cash flow model or a market comparable company valuation technique may also incorporate unobservable inputs, which reflect the Company’s own assumptions about the inputs market participants would use in pricing the asset. To the extent management determines that such unobservable inputs are significant to the fair value measurement of a security, a Level 3 classification generally is made.

Notes issued by consolidated VIE’s, at fair value using the fair value option

These notes are based on the fair values of corresponding fixed maturity collateral. The CLO liabilities are also reduced by the fair value of the beneficial interests the Company retains in the CLO and the carrying value of any beneficial interests that represent compensation for services. As the notes are valued based on the reference collateral, they are classified as Level 2 or 3.

Freestanding Derivative Positions

The net fair value of the Company’s freestanding derivative positions as disclosed in Note 4 of the Notes to these Consolidated Financial Statements are generally based on prices obtained either from independent valuation service providers or derived by applying market inputs from recognized vendors into industry standard pricing models. The majority of these derivative contracts are traded in the OTC derivative market and are classified in Level 2. The fair values of derivative assets and liabilities traded in the OTC market are determined using quantitative models that require use of the contractual terms of the derivative instruments and multiple market inputs, including interest rates, prices, and indices to generate continuous yield or pricing curves, including overnight index swap curves, and volatility factors, which then are applied to value the positions. The predominance of market inputs is actively quoted and can be validated through external sources or reliably interpolated if less observable.

Level Classifications of the Company’s Financial Instruments

Financial Instruments Classified as Level 1

Investments classified as Level 1 primarily include redeemable preferred stock, trading securities, cash equivalents and Separate Accounts assets. Fair value measurements classified as Level 1 include exchange-traded prices of fixed maturities, equity securities and derivative contracts, and NAV for transacting subscriptions and redemptions of mutual fund shares held by Separate Accounts. Cash equivalents classified as Level 1 include money market accounts, overnight commercial paper and highly liquid debt instruments purchased with an original maturity of three months or less and are carried at cost as a proxy for fair value measurement due to their short-term nature.

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

Financial Instruments Classified as Level 2

Investments classified as Level 2 are measured at fair value on a recurring basis and primarily include U.S. government and agency securities, certain corporate debt securities and financial assets and liabilities accounted for using the fair value option, such as public and private fixed maturities. As market quotes generally are not readily available or accessible for these securities, their fair value measures are determined utilizing relevant information generated by market transactions involving comparable securities and often are based on model pricing techniques that effectively discount prospective cash flows to present value using appropriate sector-adjusted credit spreads commensurate with the security’s duration, also taking into consideration issuer-specific credit quality and liquidity. Segregated securities classified as Level 2 are U.S. Treasury bills segregated by AB in a special reserve bank custody account for the exclusive benefit of brokerage customers, as required by Rule 15c3-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)and for which fair values are based on quoted yields in secondary markets.

Observable inputs generally used to measure the fair value of securities classified as Level 2 include benchmark yields, reported secondary trades, issuer spreads, benchmark securities and other reference data. Additional observable inputs are used when available, and as may be appropriate, for certain security types, such as pre-payment, default, and collateral information for the purpose of measuring the fair value of mortgage- and asset-backed securities. The Company’s AAA-rated mortgage- and asset-backed securities are classified as Level 2 for which the observability of market inputs to their pricing models is supported by sufficient, albeit more recently contracted, market activity in these sectors.

Certain Company products, such as the SCS, EQUI-VEST variable annuity products, IUL and the MSO fund available in some life contracts, offer investment options which permit the contract owner to participate in the performance of an index, ETF or commodity price. These investment options, which depending on the product and on the index selected, can currently have one, three, five or six year terms, provide for participation in the performance of specified indices, ETF or commodity price movement up to a segment-specific declared maximum rate. Under certain conditions that vary by product, e.g., holding these segments for the full term, these segments also shield policyholders from some or all negative investment performance associated with these indices, ETF or commodity prices. These investment options have defined formulaic liability amounts, and the current values of the option component of these segment reserves are classified as Level 2 embedded derivatives. The fair values of these embedded derivatives are based on data obtained from independent valuation service providers.

Financial Instruments Classified as Level 3

The Company’s investments classified as Level 3 primarily include corporate debt securities and financial assets and liabilities accounted for using the fair value option, such as private fixed maturities and asset-backed securities. Determinations to classify fair value measures within Level 3 of the valuation hierarchy generally are based upon the significance of the unobservable factors to the overall fair value measurement. Included in the Level 3 classification are fixed maturities with indicative pricing obtained from brokers that otherwise could not be corroborated to market observable data.

The Company has certain variable annuity contracts with GMDB, GMIB, GIB and GWBL and other features in-force that guarantee one of the following:

•Return of Premium: the benefit is the greater of current account value or premiums paid (adjusted for withdrawals);

•Ratchet: the benefit is the greatest of current account value, premiums paid (adjusted for withdrawals), or the highest account value on any anniversary up to contractually specified ages (adjusted for withdrawals);

•Roll-Up: the benefit is the greater of current account value or premiums paid (adjusted for withdrawals) accumulated at contractually specified interest rates up to specified ages;

•Combo: the benefit is the greater of the ratchet benefit or the roll-up benefit, which may include either a five year or an annual reset; or

•Withdrawal: the withdrawal is guaranteed up to a maximum amount per year for life.

The Company also issues certain benefits on its variable annuity products that are accounted for as MRBs carried at fair value and are also considered Level 3 for fair value leveling.

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

The GMIBNLG feature allows the policyholder to receive guaranteed minimum lifetime annuity payments based on predetermined annuity purchase rates applied to the contract’s benefit base if and when the contract account value is depleted and the NLG feature is activated. The optional GMIB feature allows the policyholder to receive guaranteed minimum lifetime annuity payments based on predetermined annuity purchase rates.

The GMWB feature allows the policyholder to withdraw at a minimum, over the life of the contract, an amount based on the contract’s benefit base. The GWBL feature allows the policyholder to withdraw, each year for the life of the contract, a specified annual percentage of an amount based on the contract’s benefit base. The GMAB feature increases the contract account value at the end of a specified period to a GMAB base. The GIB feature provides a lifetime annuity based on predetermined annuity purchase rates if and when the contract account value is depleted. This lifetime annuity is based on predetermined annuity purchase rates applied to a GIB base. The GMDB feature guarantees that the benefit paid upon death will not be less than a guaranteed benefit base. If the contract’s account value is less than the benefit base at the time a death claim is paid, the amount payable will be equal to the benefit base.

The MRBs fair value will be equal to the present value of benefits less the present value of ascribed fees. Considerable judgment is utilized by management in determining the assumptions used in determining present value of benefits and ascribed fees related to lapse rates, withdrawal rates, utilization rates, non-performance risk, volatility rates, annuitization rates and mortality (collectively, the significant MRB assumptions).

Purchased MRB assets, which are accounted for as MRBs carried at fair value are also considered Level 3 for fair value leveling. The purchased MRB asset fair value reflects the present value of reinsurance premiums, net of recoveries, adjusted for risk margins and nonperformance risk over a range of market consistent economic scenarios while the MRB asset and liability reflects the present value of expected future payments (benefits) less fees, adjusted for risk margins and nonperformance risk, attributable to the MRB asset and liability over a range of market-consistent economic scenarios.

The valuations of the MRBs and purchased MRB assets incorporate significant non-observable assumptions related to policyholder behavior, risk margins and projections of equity Separate Accounts funds. The credit risks of the counterparty and of the Company are considered in determining the fair values of its MRBs and purchased MRB assets after taking into account the effects of collateral arrangements. Incremental adjustment to the risk-free curve for counterparty non-performance risk is made to the fair values of the purchased MRB assets. Risk margins were applied to the non-capital markets inputs to the MRBs and purchased MRB valuations.

After giving consideration to collateral arrangements, the Company reduced the fair value of its purchased MRB asset by $114 million and $382 million as of March 31, 2025 and December 31, 2024, respectively, to recognize incremental counterparty non-performance risk.

The Company’s Level 3 liabilities include contingent payment arrangements associated with acquisitions in 2020 by AB. At each reporting date, AB estimates the fair values of the contingent consideration expected to be paid based upon revenue and discount rate projections, using unobservable market data inputs, which are included in Level 3 of the valuation hierarchy. The Company’s consolidated VIEs/VOEs hold investments that are classified as Level 3, primarily corporate bonds that are vendor priced with no ratings available, bank loans, non-agency collateralized mortgage obligations and asset-backed securities.

Transfers of Financial Instruments Between Levels 2 and 3

During the three months ended March 31, 2025, fixed maturities with fair values of $879 million were transferred out of Level 3 and into Level 2 principally due to the availability of trading activity and/or market observable inputs to measure and validate their fair values. In addition, fixed maturities with fair value of $183 million were transferred from Level 2 into the Level 3 classification. These transfers in the aggregate represent approximately 25.3% of total equity as of March 31, 2025.

During the three months ended March 31, 2024, fixed maturities with fair values of $169 million were transferred out of Level 3 and into Level 2 principally due to the availability of trading activity and/or market observable inputs to measure and validate their fair values. In addition, fixed maturities with fair value of $120 million were transferred from Level 2 into the Level 3 classification. These transfers in the aggregate represent approximately 7.8% of total equity as of March 31, 2024.

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

The tables below present reconciliations for all Level 3 assets and liabilities and changes in unrealized gains (losses). Not included below are the changes in balances related to MRBs and purchased MRBs level 3 assets and liabilities, which are included in Note 9 of the Notes to these Consolidated Financial Statements.


	Three Months Ended March 31, 2025
	Corporate		State and Political Subdivisions		Asset-backed		CMBS
	(in millions)
Balance, beginning of period	$	2,472	$	—	$	232	$	8
Total gains and (losses), realized and unrealized, included in:
Net income (loss) as:
Net investment income (loss)	1		—		—		—
Investment gains (losses), net	(3)		—		—		—
Subtotal	(2)		—		—		—
Other comprehensive income (loss)	11		—		3		—
Purchases	145		—		386		—
Debt issuances	—		—		—		—
Sales	(98)		—		(122)		—
Settlements	—		—		—		—
Other	—		—		—		—
Activity related to consolidated VIEs/VOEs	—		—		—		—
Transfers into Level 3 (1)	—		—		149		—
Transfers out of Level 3 (1)	(697)		—		—		—
Balance, end of period	$	1,831	$	—	$	648	$	8
Change in unrealized gains or losses for the period included in earnings for instruments held at the end of the reporting period (2)	$	—	$	—	$	—	$	—
Change in unrealized gains or losses for the period included in other comprehensive income for instruments held at the end of the reporting period (2)	$	8	$	—	$	3	$	—

______________

(1)Transfers into/out of the Level 3 classification are reflected at beginning-of-period fair values.

(2)For instruments held as of March 31, 2025, amounts are included in Net investment income or net derivative gains (losses) in the consolidated statements of income (loss) or unrealized gains (losses) on investments in the consolidated statements of comprehensive income.

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued


	Three Months Ended March 31, 2025
	Fixed maturities, at FVO		Other Equity Investments (1)		Trading Securities, at Fair Value		Notes issued by consolidated VIE’s		Contingent Payment Arrangement
	(in millions)
Balance, beginning of period	$	275	$	55	$	80	$	(172)	$	(9)
Total gains and (losses), realized and unrealized, included in:
Net income (loss) as:
Net investment income (loss)	2		—		—		—		—
Investment gains (losses), net	(4)		—		—		—		—
Subtotal	(2)		—		—		—		—
Other comprehensive income (loss)	—		—		—		—		—
Purchases	112		3		29		—		—
Debt issuances	—		—		—		(1)		—
Sales	(14)		—		—		—		—
Settlements	—		—		—		5		1
Other	—		—		—		—		—
Activity related to consolidated VIEs/VOEs	—		—		—		—		—
Transfers into Level 3 (2)	32		2		—		—		—
Transfers out of Level 3 (2)	(140)		(42)		—		—		—
Balance, end of period	$	263	$	18	$	109	$	(168)	$	(8)

Change in unrealized gains or losses for the period included in earnings for instruments held at the end of the reporting period (3)	$	—	$	—	$	—	$	—	$	—
Change in unrealized gains or losses for the period included in other comprehensive income for instruments held at the end of the reporting period (3)	$	—	$	—	$	—	$	—	$	—

______________

(1)Other Equity Investments include other invested assets.

(2)Transfers into/out of the Level 3 classification are reflected at beginning-of-period fair values.

(3)For instruments held as of March 31, 2025, amounts are included in Net investment income or net derivative gains (losses) in the consolidated statements of income (loss) or unrealized gains (losses) on investments in the consolidated statements of comprehensive income.

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued


	Three Months Ended March 31, 2024
	Corporate		State and Political Subdivisions		Asset-backed		CMBS
	(in millions)
Balance, beginning of period	$	2,158	$	27	$	47	$	7
Total gains and (losses), realized and unrealized, included in:
Net income (loss) as:
Net investment income (loss)	2		—		—		—
Investment gains (losses), net	(1)		—		—		—
Subtotal	1		—		—		—
Other comprehensive income (loss)	10		—		—		—
Purchases	215		—		48		—
Sales	(56)		—		(10)		—
Settlements	—		—		—		—
Other	—		—		—		—
Activity related to consolidated VIEs/VOEs	—		—		—		—
Transfers into Level 3 (1)	57		—		—		—
Transfers out of Level 3 (1)	(47)		(27)		(14)		—
Balance, end of period	$	2,338	$	—	$	71	$	7
Change in unrealized gains or losses for the period included in earnings for instruments held at the end of the reporting period (2)	$	—	$	—	$	—	$	—
Change in unrealized gains or losses for the period included in other comprehensive income for instruments held at the end of the reporting period (2)	$	10	$	—	$	—	$	—

______________

(1)Transfers into/out of the Level 3 classification are reflected at beginning-of-period fair values.

(2)For instruments held as of March 31, 2024, amounts are included in Net investment income or net derivative gains (losses) in the consolidated statements of income (loss) or unrealized gains (losses) on investments in the consolidated statements of comprehensive income.


	Three Months Ended March 31, 2024
	Fixed maturities, at FVO		Other Equity Investments (1)		Trading Securities, at Fair Value		Separate Accounts Assets		Contingent Payment Arrangement
	(in millions)
Balance, beginning of period	$	181	$	57	$	61	$	—	$	(253)
Total gains and (losses), realized and unrealized, included in:
Net income (loss) as:
Net investment income (loss)	16		1		—		—		—
Investment gains (losses), net	—		—		—		—		—
Subtotal	16		1		—		—		—
Other comprehensive income (loss)	—		—		—		—		—
Purchases	80		42		—		1		—
Sales	(15)		(42)		—		—		—
Settlements	—		—		—		—		1
Other	—		—		—		—		(2)
Activity related to consolidated VIEs/VOEs	—		—		—		—		—
Transfers into Level 3 (2)	63		—		—		—		—

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued


	Three Months Ended March 31, 2024
	Fixed maturities, at FVO		Other Equity Investments (1)		Trading Securities, at Fair Value		Separate Accounts Assets		Contingent Payment Arrangement
	(in millions)
Transfers out of Level 3 (2)	(81)		—		—		—		—
Balance, end of period	$	244	$	58	$	61	$	1	$	(254)
Change in unrealized gains or losses for the period included in earnings for instruments held at the end of the reporting period (3)	$	—	$	1	$	—	$	—	$	—
Change in unrealized gains or losses for the period included in other comprehensive income for instruments held at the end of the reporting period (3)	$	28	$	—	$	—	$	—	$	—

_____________

(1)Other Equity Investments include other invested assets.

(2)Transfers into/out of the Level 3 classification are reflected at beginning-of-period fair values.

(3)For instruments held as of March 31, 2024, amounts are included in Net investment income or net derivative gains (losses) in the consolidated statements of income (loss) or unrealized gains (losses) on investments in the consolidated statements of comprehensive income.

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

Quantitative and Qualitative Information about Level 3 Fair Value Measurements

The following tables disclose quantitative information about Level 3 fair value measurements by category for assets and liabilities:

Quantitative Information about Level 3 Fair Value Measurements as of March 31, 2025

Fair
Value

Valuation

Technique

Significant

Unobservable Input

Range

Weighted Average (2)

(Dollars in millions)

Assets:

Investments:

Fixed maturities, AFS:

Corporate

1,050

Market comparable
companies

EBITDA multiples

Discount rate

Cash flow multiples

Loan to value

1.0x - 36.5x

7.9% - 18.7%

1.8x - 13.0x

(1.7)% - 54.6%

10.8x

3.5%

4.4x

8.7%

Trading securities, at fair value (5)

Discounted cash flow

Earnings multiple

Discount factor

Discount years

8.6x

10.0%

Market comparable
companies

Cashflow Multiples

6.0x - 8.4x

8.4x

Purchased MRB asset (1) (2) (4)

5,976

Discounted cash flow

Lapse rates

Withdrawal rates

GMIB Utilization rates

Non-performance risk

Volatility rates - Equity

Mortality: Ages 0-40

Ages 41-60

Ages 61-115

0.24%-13.05%

0.06%-11.65%

0.04%-66.70%

0 bps - 97 bps

15%-30%

0.01%-0.17%

0.06%-0.52%

0.32%-41.20%

2.00%

0.59%

6.77%

7 bps

23%

3.19%

(same for all ages)

Liabilities:

AB Contingent consideration payable

Discounted cash flow

Expected revenue growth rates

Discount rate

2.0% - 13.3%

1.9% - 1.9%

6.8%

1.9%

Direct MRB (1) (2) (3) (4)

10,220

Discounted cash flow

Non-performance risk

Lapse rates

Withdrawal rates

Annuitization rates

Mortality: Ages 0-40

Ages 41-60

Ages 61-115

116 bps

0.24%-36.18%

0.00%-11.65%

0.04%-100.00%

0.01%-0.17%

0.06%-0.52%

0.32%-41.20%

116 bps

3.58%

0.75%

5.25%

2.87%

(same for all ages)

______________

(1)Mortality rates vary by age and demographic characteristic such as gender. Mortality rate assumptions are based on a combination of company and industry experience. A mortality improvement assumption is also applied. For any given contract, mortality rates vary throughout the period over which cash flows are projected for purposes of valuating the embedded derivatives.

(2)Lapses and pro-rata withdrawal rates were developed as a function of the policy account value. Dollar for dollar withdrawal rates were developed as a function of the dollar for dollar threshold, the dollar for dollar limit. Utilization rates were developed as a function of the benefit base.

(3)MRB liabilities are shown net of MRB assets. Net amount is made up of $10.9 billion of MRB liabilities and $644 million of MRB assets.

(4)Includes Legacy and Core products.

(5)Certain newly acquired Level 3 Trading securities are not presented as cost basis approximates fair value as of March 31, 2025.

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

Quantitative Information about Level 3 Fair Value Measurements as of December 31, 2024

Fair
Value

Valuation
Technique

Significant
Unobservable Input

Range

Weighted Average (2)

(Dollars in millions)

Assets:

Investments:

Fixed maturities, AFS:

Corporate

402

Matrix pricing model

Spread over benchmark

70 bps - 220 bps

153 bps

981

Market comparable companies

EBITDA multiples

Discount rate

Cash flow multiples

Loan to value

4.7x - 36.5x

8.4% - 34.9%

1.8x-11.8x

0.0%-56.4%

12.2x

3.9%

4.5x

15.0%

Trading securities, at fair value (5)

Discounted cash flow

Earnings multiple

Discounts factor

Discount years

8.6x

10.0%

Market comparable companies

Cashflow Multiples

8.4x - 8.4x

8.4x

Purchased MRB asset (1) (2) (4)

7,376

Discounted cash flow

Lapse rates

Withdrawal rates

GMIB Utilization rates

Non-performance risk

Volatility rates - Equity

Mortality: Ages 0-40

Ages 41-60

Ages 61-115

0.24% - 13.05%

0.06% - 11.65%

0.04% - 66.70%

33 bps - 93 bps

12% - 29%

0.01% - 0.17%

0.06% - 0.52%

0.32% - 41.20%

2.17%

0.48%

6.75%

34 bps

23%

3.36%

(same for all ages)

Liabilities:

AB Contingent consideration payable

Discounted cash flow

Expected revenue growth rates

Discount rate

2.0% - 29.3%

1.9% - 10.4%

5.5%

7.3%

Direct MRB (1) (2) (3) (4)

10,947

Discounted cash flow

Non-performance risk

Lapse rates

Withdrawal rates

Annuitization rates

Mortality: Ages 0-40

Ages 41-60

Ages 61-115

94 bps

0.24% - 36.18%

0.00% - 11.65%

0.04% - 100.00%

0.01% - 0.17%

0.06% - 0.52%

0.32% - 41.20%

94 bps

3.57%

0.58%

5.15%

3.00%

(same for all ages)

______________

(1)Mortality rates vary by age and demographic characteristic such as gender and benefits elected with the policy. Mortality rate assumptions are based on a combination of company and industry experience. A mortality improvement assumption is also applied. For any given contract, mortality rates vary throughout the period over which cash flows are projected for purposes of valuating the embedded derivatives.

(3)MRB liabilities are shown net of MRB assets. Net amount is made up of $11.8 billion of MRB liabilities and $863 million of MRB assets.

(4)Includes Legacy and Core products.

(5)Certain newly acquired Level 3 Trading securities are not presented as cost basis approximates fair value as of December 31, 2024.

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

Level 3 Financial Instruments for which Quantitative Inputs are Not Available

Certain Privately Placed Debt Securities with Limited Trading Activity

Excluded from the tables above as of March 31, 2025 and December 31, 2024, respectively, are approximately $1.8 billion and $1.7 billion of Level 3 fair value measurements of investments for which the underlying quantitative inputs are not developed by the Company and are not readily available. These investments primarily consist of certain privately placed debt securities with limited trading activity, including residential mortgage- and asset-backed instruments, and their fair values generally reflect unadjusted prices obtained from independent valuation service providers and indicative, non-binding quotes obtained from third-party broker-dealers recognized as market participants. Significant increases or decreases in the fair value amounts received from these pricing sources may result in the Company reporting significantly higher or lower fair value measurements for these Level 3 investments.

•The fair value of private placement securities is determined by application of a matrix pricing model or a market comparable company value technique. The significant unobservable input to the matrix pricing model valuation technique is the spread over the industry-specific benchmark yield curve. Generally, an increase or decrease in spreads would lead to directionally inverse movement in the fair value measurements of these securities. The significant unobservable input to the market comparable company valuation technique is the discount rate. Generally, a significant increase (decrease) in the discount rate would result in significantly lower (higher) fair value measurements of these securities.

•Residential mortgage-backed securities classified as Level 3 primarily consist of non-agency paper with low trading activity. Included in the tables above as of March 31, 2025 and December 31, 2024, there were no Level 3 securities that were determined by application of a matrix pricing model and for which the spread over the U.S. Treasury curve is the most significant unobservable input to the pricing result. Generally, a change in spreads would lead to directionally inverse movement in the fair value measurements of these securities.

•Asset-backed securities classified as Level 3 primarily consist of non-agency mortgage loan trust certificates, including subprime and Alt-A paper, credit risk transfer securities, and equipment financings. Included in the tables above as of March 31, 2025 and December 31, 2024, there were no securities that were determined by the application of matrix-pricing for which the spread over the U.S. Treasury curve is the most significant unobservable input to the pricing result. Significant increases (decreases) in spreads would have resulted in significantly lower (higher) fair value measurements.

Other Equity Investments

Included in other equity investments classified as Level 3 are venture capital securities in the Technology, Media and Telecommunications industries. The fair value measurements of these securities include significant unobservable inputs including an enterprise value to revenue multiples and a discount rate to account for liquidity and various risk factors. Significant increases (decreases) in the enterprise value to revenue multiple inputs in isolation would have resulted in a significantly higher (lower) fair value measurement. Significant increases (decreases) in the discount rate would have resulted in a significantly lower (higher) fair value measurement.

Market Risk Benefits

Significant unobservable inputs with respect to the fair value measurement of the purchased MRB assets and MRB liabilities identified in the table above are developed using Company data. Future policyholder behavior is an unobservable market assumption and, as such, all aspects of policyholder behavior are derived based on recent historical experience. These policyholder behaviors include lapses, pro-rata withdrawals, dollar for dollar withdrawals, GMIB utilization, deferred mortality and payout phase mortality. Many of these policyholder behaviors have dynamic adjustment factors based on the relative value of the rider as compared to the account value in different economic environments. This applies to all variable annuity related products; products with GMxB riders including but not limited to GMIB, GMDB, and GWL.

Lapse rates are adjusted at the contract level based on a comparison of the value of the GMxB rider and the current policyholder account value, which include other factors such as considering surrender charges. Generally, lapse rates are assumed to be lower in periods when a surrender charge applies. A dynamic lapse function reduces the base lapse rate when the guaranteed amount is greater than the account value as in-the-money contracts are less likely to lapse. For valuing purchased MRB assets and MRB liabilities, lapse rates vary throughout the period over which cash flows are projected.

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

Carrying Value of Financial Instruments Not Otherwise Disclosed in Note 3 and Note 4 of the Notes to these Consolidated Financial Statements

The carrying values and fair values for financial instruments not otherwise disclosed in Note 3 and Note 4 of the Notes to these Consolidated Financial Statements were as follows:

Carrying Values and Fair Values for Financial Instruments Not Otherwise Disclosed


	Carrying Value		Fair Value
			Level 1		Level 2		Level 3		Total
	(in millions)
March 31, 2025:
Mortgage loans on real estate	$	20,566	$	—	$	—	$	19,353	$	19,353
Policy loans	$	4,318	$	—	$	—	$	4,553	$	4,553
Policyholders’ liabilities: Investment contracts	$	2,409	$	—	$	—	$	2,381	$	2,381
FHLB funding agreements	$	6,879	$	—	$	6,835	$	—	$	6,835
FABN funding agreements	$	7,100	$	—	$	6,877	$	—	$	6,877
Funding agreement-backed commercial paper (FABCP)	$	828	$	—	$	850	$	—	$	850

Long-term debt	$	4,330	$	—	$	4,256	$	—	$	4,256
Separate Accounts liabilities	$	11,388	$	—	$	—	$	11,388	$	11,388


December 31, 2024:
Mortgage loans on real estate	$	20,072	$	—	$	—	$	18,567	$	18,567
Policy loans	$	4,330	$	—	$	—	$	4,559	$	4,559
Policyholders’ liabilities: Investment contracts	$	2,046	$	—	$	—	$	1,996	$	1,996
FHLB funding agreements	$	7,167	$	—	$	7,113	$	—	$	7,113
FABN funding agreements	$	5,725	$	—	$	5,481	$	—	$	5,481
Funding agreement-backed commercial paper (FABCP)	$	74	$	—	$	75	$	—	$	75

Long-term debt	$	3,833	$	—	$	3,722	$	—	$	3,722
Separate Accounts liabilities	$	12,055	$	—	$	—	$	12,055	$	12,055

Mortgage Loans on Real Estate

Fair values for commercial, agricultural and residential mortgage loans on real estate are measured by discounting future contractual cash flows to be received on the mortgage loan using interest rates at which loans with similar characteristics and credit quality would be made. The discount rate is derived based on the appropriate U.S. Treasury rate with a like term to the remaining term of the loan to which a spread reflective of the risk premium associated with the specific loan is added. Fair values for mortgage loans anticipated to be foreclosed and problem mortgage loans are limited to the fair value of the underlying collateral, if lower.

Policy Loans

The fair value of policy loans is calculated by discounting expected cash flows based upon the U.S. Treasury yield curve and historical loan repayment patterns.

Policyholder Liabilities - Investment Contracts and Separate Accounts Liabilities

The fair values for deferred annuities and certain annuities, which are included in policyholders’ account balances, and liabilities for investment contracts with fund investments in Separate Accounts, are estimated using projected cash flows discounted at rates reflecting current market rates. Significant unobservable inputs reflected in the cash flows include lapse rates and withdrawal rates. Incremental adjustments may be made to the fair value to reflect non-performance risk. Certain other products such as the Company’s association plans contracts, supplementary contracts not involving life contingencies, Access Accounts and Escrow Shield Plus product reserves are held at book value.

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

FHLB Funding Agreements

The fair values of Equitable Financial’s FHLB long term funding agreements’ fair values are determined based on indicative market rates published by the FHLB, provided to AB and modeled for each note’s FMV. FHLB short-term funding agreements’ fair values are reflective of notional/par value plus accrued interest.

FABN Funding Agreements

The fair values of Equitable Financial’s FABN funding agreements are determined by Bloomberg’s evaluated pricing service, which uses direct observations or observed comparables.

FABCP Funding Agreements

The fair value of Equitable Financial’s FABCP funding agreements are reflective of the notional/par value outstanding.

Short-term Debt

The Company’s short-term debt primarily includes long-term debt that has been reclassified to short-term due to an upcoming maturity date within one year. The fair values for the Company’s short-term debt are determined by Bloomberg’s evaluated pricing service, which uses direct observations or observed comparables.

Long-term Debt

The fair values for the Company’s long-term debt are determined by Bloomberg’s evaluated pricing service, which uses direct observations or observed comparables.

Financial Instruments Exempt from Fair Value Disclosure or Otherwise Not Required to be Disclosed

Exempt from Fair Value Disclosure Requirements

Certain financial instruments are exempt from the requirements for fair value disclosure, such as insurance liabilities other than financial guarantees and investment contracts, limited partnerships accounted for under the equity method and pension and other postretirement obligations.

Otherwise Not Required to be Included in the Table Above

The Company’s investment in COLI policies are recorded at their cash surrender value and therefore are not required to be included in the table above. See Note 2 of the Notes to these Consolidated Financial Statements for further description of the Company’s accounting policy related to its investment in COLI policies.

8) LIABILITIES FOR FUTURE POLICYHOLDER BENEFITS

The following table reconciles the net liability for future policy benefits and liability of death benefits to the liability for future policy benefits in the consolidated balance sheets:


	March 31, 2025		December 31, 2024
	(in millions)
Reconciliation
Term	$	1,292	$	1,285
Payout	4,782		5,050
Group Pension - Benefit Reserve & DPL	454		460
Health	1,353		1,362
UL	1,264		1,246
Subtotal	9,145		9,403
Whole Life Closed Block and Open Block products	5,142		5,204
Other (1)	908		901
Future policyholder benefits total	15,195		15,508
Other policyholder funds and dividends payable	2,177		2,105
Total	$	17,372	$	17,613

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

_____________

(1)Primarily consists of future policy benefits related to Protective Life and Annuity, Assumed Life and Disability, Group Life Run off, Variable Interest Sensitive Life rider and EB.

The following table summarizes balances and changes in the liability for future policy benefits for nonparticipating traditional and limited pay contracts:


	Three Months Ended March 31, 2025								Three Months Ended March 31, 2024
	Protection Solutions		Individual Retirement		Corporate & Other				Protection Solutions		Individual Retirement		Corporate & Other
	Term		Payout		Group Pension		Health		Term		Payout		Group Pension		Health
	(in millions)
Present Value of Expected Net Premiums
Balance, beginning of period	$	1,932	$	—	$	—	$	(25)	$	2,133	$	—	$	—	$	(21)
Beginning balance at original discount rate	1,959		—		—		(26)		2,058		—		—		(22)
Effect of changes in cash flow assumptions	—		—		—		—		(18)		—		—		—
Effect of actual variances from expected experience	(29)		—		—		(2)		(18)		—		—		1
Adjusted beginning of period balance	1,930		—		—		(28)		2,022		—		—		(21)
Issuances	11		—		—		—		11		—		—		—
Interest accrual	24		—		—		—		25		—		—		—
Net premiums collected	(46)		—		—		1		(49)		—		—		1

Ending Balance at original discount rate	1,919		—		—		(27)		2,009		—		—		(20)
Effect of changes in discount rate assumptions	(7)		—		—		1		17		—		—		1
Balance, end of period	$	1,912	$	—	$	—	$	(26)	$	2,026	$	—	$	—	$	(19)

Present Value of Expected Future Policy Benefits
Balance, beginning of period	$	3,216	$	5,050	$	460	$	1,337	$	3,480	$	4,464	$	490	$	1,484
Beginning balance of original discount rate	3,215		5,390		514		1,555		3,330		4,680		536		1,672
Effect of changes in cash flow assumptions (1)	—		(468)		—		—		(20)		—		—		—
Effect of actual variances from expected experience	(39)		(1)		—		(6)		(23)		(3)		1		1
Adjusted beginning of period balance	3,176		4,921		514		1,549		3,287		4,677		537		1,673
Issuances	11		201		—		—		12		279		—		—
Interest accrual	40		51		5		13		41		45		5		14
Benefits payments	(58)		(127)		(16)		(38)		(64)		(113)		(16)		(41)
Ending Balance at original discount rate	3,169		5,046		503		1,524		3,276		4,888		526		1,646
Effect of changes in discount rate assumptions	34		(264)		(49)		(197)		65		(302)		(53)		(215)
Balance, end of period	$	3,203	$	4,782	$	454	$	1,327	$	3,341	$	4,586	$	473	$	1,431
Impact of flooring LFPB at zero	1		—		—		—		1		—		—		—
Net liability for future policy benefits	$	1,292	4,782		454		1,353		1,316		4,586		473		1,450
Less: Reinsurance recoverable	6		(960)		—		(1,060)		24		(1,069)		—		(1,147)
Net liability for future policy benefits, after reinsurance recoverable	$	1,298	$	3,822	$	454	$	293	$	1,340	$	3,517	$	473	$	303

Weighted-average duration of liability for future policyholder benefits (years)	6.8		7.7		6.9		8.3		6.9		8.0		7.0		8.6

______________

(1)For the first quarter 2025, this is the net income impact due to novation as described in Note 1.

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

The following table provides the amount of undiscounted and discounted expected gross premiums and expected future benefits and expenses related to nonparticipating traditional and limited payment contracts:


	March 31, 2025		December 31, 2024
	(in millions)
Term
Expected future benefit payments and expenses (undiscounted)	$	5,530	$	5,613
Expected future gross premiums (undiscounted)	6,511		6,597
Expected future benefit payments and expenses (discounted; AOCI basis)	3,203		3,216
Expected future gross premiums (discounted; AOCI basis)	3,503		3,507

Payout
Expected future benefit payments and expenses (undiscounted)	7,166		7,686
Expected future gross premiums (undiscounted)	—		—
Expected future benefit payments and expenses (discounted; AOCI basis)	4,662		4,938
Expected future gross premiums (discounted; AOCI basis)	—		—

Group Pension
Expected future benefit payments and expenses (undiscounted)	616		630
Expected future gross premiums (undiscounted)	—		—
Expected future benefit payments and expenses (discounted; AOCI basis)	432		436
Expected future gross premiums (discounted; AOCI basis)	—		—

Health
Expected future benefit payments and expenses (undiscounted)	2,093		2,139
Expected future gross premiums (undiscounted)	67		70
Expected future benefit payments and expenses (discounted; AOCI basis)	1,313		1,323
Expected future gross premiums (discounted; AOCI basis)	$	53	$	55

The table below summarizes the revenue and interest related to nonparticipating traditional and limited payment contracts:


	Three Months Ended March 31,

	2025		2024			2025		2024
	Gross Premium				Interest Accretion
	(in millions)
Revenue and Interest Accretion
Term	$	83	$	88		$	16	$	16
Payout	67		68			53		49
Group Pension	—		—			5		5
Health	2		3			13		14
Total	$	152	$	159		$	87	$	84

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

The following table provides the weighted average interest rates for the liability for future policy benefits:


	March 31, 2025		December 31, 2024
Weighted Average Interest Rate
Term
Interest accretion rate	5.6	%	5.6	%
Current discount rate	5.1	%	5.2	%
Payout
Interest accretion rate	4.4	%	4.4	%
Current discount rate	5.2	%	5.3	%
Group Pension
Interest accretion rate	3.4	%	3.4	%
Current discount rate	5.0	%	5.2	%
Health
Interest accretion rate	3.4	%	3.4	%
Current discount rate	5.2	%	5.4	%

The following table provides the balance, changes in and the weighted average durations of the additional insurance liabilities:


	Three Months Ended March 31,
		2025		2024
		Protection Solutions
		UL
		(in millions)
Balance, beginning of period		$	1,246	$	1,208
Beginning balance before AOCI adjustments		1,302		1,245
Effect of changes in interest rate & cash flow assumptions and model changes		—		—
Effect of actual variances from expected experience		5		2
Adjusted beginning of period balance		1,307		1,247
Interest accrual		14		13
Net assessments collected		17		18
Benefit payments		(22)		(21)

Ending balance before shadow reserve adjustments		1,316		1,257
Effect of reserve adjustment recorded in AOCI		(52)		(47)
Balance, end of period		$	1,264	$	1,210

Net liability for additional liability		$	1,264	$	1,210
Less: Reinsurance recoverable		—		—
Net liability for additional liability, after reinsurance recoverable		$	1,264	$	1,210

Weighted-average duration of additional liability - death benefit (years)		19.3		19.7

The following tables provide the revenue, interest and weighted average interest rates, related to the additional insurance liabilities:


	Three Months Ended March 31,

	2025		2024			2025		2024
	Assessments				Interest Accretion
	(in millions)
Revenue and Interest Accretion
UL	$	145	$	164		$	14	$	14
Total	$	145	$	164		$	14	$	14

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued


	Three Months Ended March 31,

		2025		2024

Weighted Average Interest Rate
UL		4.5	%	4.5	%
Interest accretion rate		4.5	%	4.5	%

The discount rate used for additional insurance liabilities reserve is based on the crediting rate at issue.

9) MARKET RISK BENEFITS

The following table presents the balances and changes to the balances for MRBs for the GMxB benefits on deferred variable annuities:


	Three Months Ended March 31,
	2025								2024
	Individual Retirement		Legacy						Individual Retirement		Legacy
	GMxB Core		GMxB Legacy		Purchased MRB		Net Legacy		GMxB Core		GMxB Legacy		Purchased MRB		Net Legacy
	(in millions)
Balance, beginning of period	$	496	$	10,508	$	(7,372)	$	3,136	$	597	$	13,425	$	(9,448)	$	3,977
Balance BOP before changes in the instrument specific credit risk	163		9,735		(7,368)		2,367		319		13,023		(9,409)		3,614
Model changes and effect of changes in cash flow assumptions (1)	—		(1,344)		1,855		511		—		—		169		169
Actual market movement effect	71		349		(116)		233		(159)		(792)		392		(400)
Interest accrual	15		106		(64)		42		16		161		(113)		48
Attributed fees accrued (2)	94		165		(60)		105		95		200		(80)		120
Benefit payments	(11)		(280)		129		(151)		(10)		(322)		169		(152)
Actual policyholder behavior different from expected behavior	13		20		—		20		5		(23)		9		(14)
Changes in future economic assumptions	147		585		(333)		252		(193)		(928)		551		(377)
Issuances	3		—		—		—		(2)		—		—		—
Balance EOP before changes in the instrument-specific credit risk	495		9,336		(5,957)		3,379		71		11,319		(8,312)		3,007
Changes in the instrument-specific credit risk (1) (3)	222		169		(16)		153		252		396		(31)		365
Balance, end of period	$	717	$	9,505	$	(5,973)	$	3,532	$	323	$	11,715	$	(8,343)	$	3,372

Weighted-average age of policyholders (years)	65.6		73.8		73.3		N/A		64.6		73.2		72.8		N/A
Net amount at risk	$	3,112	$	16,915	$	7,541	N/A		$	2,764	$	19,673	$	10,407	N/A

______________

(1)Primarily includes the net income impact of the novation, as described in Note 1, in the first quarter 2025. Primarily includes the impact of non-affiliated recapture of reinsurance completed in the first quarter 2024.

(2)Attributed fees accrued represents the portion of the fees needed to fund future GMxB claims.

(3)Changes are recorded in OCI except for reinsurer credit which is reflected in the consolidated income statement.

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

The following table reconciles MRBs by the amounts in an asset position and amounts in a liability position to the MRB amounts in the consolidated balance sheets:


	March 31, 2025										December 31, 2024
	Direct Asset		Direct Liability		Net Direct MRB		Purchased MRB		Total		Direct Asset		Direct Liability		Net Direct MRB		Purchased MRB		Total
	(in millions)
Individual Retirement
GMxB Core	$	(412)	$	1,129	$	717	$	—	$	717	$	(514)	$	1,010	$	496	$	—	$	496
Legacy Segment
GMxB Legacy	(145)		9,650		9,505		(5,973)		3,532		(230)		10,738		10,508		(7,372)		3,136
Other (1)	(87)		85		(2)		(3)		(5)		(119)		62		(57)		(4)		(61)
Total	$	(644)	$	10,864	$	10,220	$	(5,976)	$	4,244	$	(863)	$	11,810	$	10,947	$	(7,376)	$	3,571

______________

(1)Other primarily includes SCS.

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

10) POLICYHOLDER ACCOUNT BALANCES

The following table reconciles the policyholders account balances to the policyholders’ account balance liability in the consolidated balance sheets:


	March 31, 2025		December 31, 2024
	(in millions)
Policyholders’ account balance reconciliation
Protection Solutions
Universal Life	$	5,015	$	5,065
Variable Universal Life	4,990		4,982
Legacy Segment
GMxB Legacy	260		226
Individual Retirement
GMxB Core	(18)		(4)
SCS	64,896		65,267
EQUI-VEST Individual	1,988		2,037
Group Retirement
EQUI-VEST Group	11,121		11,158
Momentum	510		527
Other (1)	9,221		8,658
Balance (exclusive of Funding Agreements)	97,983		97,916
Funding Agreements	14,810		13,013
Balance, end of period	$	112,793	$	110,929

_____________

(1)Primarily reflects products IR Payout, IR Other, Indexed Universal Life, Investment Edge, Group Pension, Closed Block and Corporate and Other.

The following table summarizes the balances and changes in policyholder’s account balances:


	Three Months Ended March 31, 2025
	Protection Solutions				Legacy		Individual Retirement						Group Retirement
	Universal Life		Variable Universal Life		GMxB Legacy		GMxB Core		SCS (1)		EQUI-VEST Individual		EQUI-VEST Group		Momentum
	(Dollars in millions)
Balance, beginning of period	$	5,065	$	4,982	$	226	$	(4)	$	65,267	$	2,037	$	11,158	$	527



Premiums received	154		31		3		50		2		10		144		15
Policy charges	(171)		(69)		14		(5)		(11)		—		(1)		—
Surrenders and withdrawals	(21)		(1)		(18)		(7)		(1,242)		(65)		(349)		(31)
Benefit payments	(66)		(32)		(4)		—		(80)		(15)		(18)		(1)
Net transfers from (to) separate account	—		47		4		(54)		3,450		7		134		(3)
Interest credited (2)	54		32		2		2		(2,490)		14		53		3
Other (4)	—		—		33		—		—		—		—		—
Balance, end of period	$	5,015	$	4,990	$	260	$	(18)	$	64,896	$	1,988	$	11,121	$	510

Weighted-average crediting rate	3.83%		3.69%		2.78%		2.02%		N/A		2.99%		2.72%		2.49%
Net amount at risk (3)	$	32,764	$	117,812	$	16,915	$	3,112	$	46	$	105	$	16	$	—
Cash surrender value	$	3,349	$	3,157	$	463	$	219	$	61,623	$	1,982	$	11,012	$	511

______________

(1)SCS sales are recorded as a Separate Account liability until they are swept into the General Account. This sweep is recorded as Net Transfers from (to) separate account.

(2)SCS and EQUI-VEST Group includes amounts related to the change in embedded derivative.

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

(3)For life insurance products, the net amount at risk is death benefit less account value for the policyholder. For variable annuity products, the net amount at risk is the maximum GMxB NAR for the policyholder.

(4)Includes the PAB from the policies novated to Venerable, as described in Note 1.


	Three Months Ended March 31, 2024
	Protection Solutions				Legacy		Individual Retirement						Group Retirement
	Universal Life		Variable Universal Life		GMxB Legacy		GMxB Core		SCS (1)		EQUI-VEST Individual		EQUI-VEST Group		Momentum
	(Dollars in millions)
Balance, beginning of period	$	5,202	$	4,850	$	618	$	36	$	49,002	$	2,322	$	11,563	$	608

Premiums received	166		27		19		58		5		7		151		18
Policy charges	(182)		(64)		18		(6)		(4)		—		(1)		—
Surrenders and withdrawals	(20)		(20)		(22)		(8)		(953)		(91)		(443)		(30)
Benefit payments	(58)		(19)		(24)		(1)		(72)		(15)		(17)		(1)
Net transfers from (to) separate account	—		48		1		(59)		3,175		2		81		(8)
Interest credited (2)	55		47		6		2		3,220		17		96		3
Other	—		—		—		—		—		—		—		—
Balance, end of period	$	5,163	$	4,869	$	616	$	22	$	54,373	$	2,242	$	11,430	$	590

Weighted-average crediting rate	3.79%		3.73%		2.71%		1.65%		N/A		2.98%		2.65%		2.33%
Net amount at risk (3)	$	34,991	$	115,499	$	19,673	$	2,764	$	—	$	104	$	6	$	—
Cash surrender value	$	3,405	$	3,186	$	550	$	258	$	50,667	$	2,235	$	11,368	$	591

______________

(1)SCS sales are recorded as a Separate Account liability until they are swept into the General Account. This sweep is recorded as Net Transfers from (to) separate account.

(2)SCS and EQUI-VEST includes amounts related to the change in embedded derivative.

(3)For life insurance products, the net amount at risk is the death benefit less account value for the policyholder. For variable annuity products, the net amount at risk is the maximum GMxB NAR for the policyholder.

The following table presents the account values by range of guaranteed minimum crediting rates and the related range of the difference in basis points, between rates being credited policyholders and the respective guaranteed minimums:


March 31, 2025
Product	Range of Guaranteed Minimum Crediting Rate	At Guaranteed Minimum		1 Basis Point - 50 Basis Points Above		51 Basis Points - 150 Basis Points Above		Greater Than 150 Basis Points Above		Total
( in millions)
Protection Solutions
Universal Life	0.00% - 1.50%	$	—	$	—	$	—	$	6	$	6
	1.51% - 2.50%	—		89		281		656		1,026
	Greater than 2.50%	3,302		650		—		—		3,952
	Total	$	3,302	$	739	$	281	$	662	$	4,984

Variable Universal Life	0.00% - 1.50%	$	12	$	10	$	102	$	46	$	170
	1.51% - 2.50%	38		363		227		—		628
	Greater than 2.50%	3,664		4		20		—		3,688
	Total	$	3,714	$	377	$	349	$	46	$	4,486
Legacy Segment

Table of Contents

EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued


March 31, 2025
Product	Range of Guaranteed Minimum Crediting Rate	At Guaranteed Minimum		1 Basis Point - 50 Basis Points Above		51 Basis Points - 150 Basis Points Above		Greater Than 150 Basis Points Above		Total
( in millions)
GMxB Legacy	0.00% - 1.50%	$	—	$	63	$	2	$	—	$	65
	1.51% - 2.50%	17		—		—		—		17
	Greater than 2.50%	382		—		—		—		382
	Total	$	399	$	63	$	2	$	—	$	464

Individual Retirement
GMxB Core	0.00% - 1.50%	$	—	$	10	$	155	$	—	$	165
	1.51% - 2.50%	12		—		—		—		12
	Greater than 2.50%	48		—		—		—		48
	Total	$	60	$	10	$	155	$	—	$	225

EQUI-VEST Individual	0.00% - 1.50%	$	42	$	195	$	—	$	—	$	237
	1.51% - 2.50%	38		—		—		—		38
	Greater than 2.50%	1,713		—		—		—		1,713
	Total	$	1,793	$	195	$	—	$	—	$	1,988

Group Retirement
EQUI-VEST Group	0.00% - 1.50%	$	712	$	2,410	$	32	$	249	$	3,403
	1.51% - 2.50%	349		—		—		—		349
	Greater than 2.50%	6,027		—		—		—		6,027
	Total	$	7,088	$	2,410	$	32	$	249	$	9,779

Momentum	0.00% - 1.50%	$	—	$	—	$	257	$	85	$	342
	1.51% - 2.50%	78		28		—		—		106
	Greater than 2.50%	57		—		4		—		61
	Total	$	135	$	28	$	261	$	85	$	509


December 31, 2024
Product	Range of Guaranteed Minimum Crediting Rate	At Guaranteed Minimum		1 Basis Point - 50 Basis Points Above		51 Basis Points - 150 Basis Points Above		Greater Than 150 Basis Points Above		Total
( in millions)
Protection Solutions
Universal Life	0.00% - 1.50%	$	—	$	—	$	—	$	6	$	6
	1.51% - 2.50%	—		90		284		655		1,029
	Greater than 2.50%	3,402		598		—		—		4,000
	Total	$	3,402	$	688	$	284	$	661	$	5,035

Variable Universal Life	0.00% - 1.50%	$	24	$	13	$	94	$	40	$	171
	1.51% - 2.50%	37		357		223		—		617
	Greater than 2.50%	3,667		2		20		—		3,689
	Total	$	3,728	$	372	$	337	$	40	$	4,477
Legacy Segment

Table of Contents

EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued


December 31, 2024
Product	Range of Guaranteed Minimum Crediting Rate	At Guaranteed Minimum		1 Basis Point - 50 Basis Points Above		51 Basis Points - 150 Basis Points Above		Greater Than 150 Basis Points Above		Total
( in millions)
GMxB Legacy	0.00% - 1.50%	$	67	$	3	$	—	$	—	$	70
	1.51% - 2.50%	19		—		—		—		19
	Greater than 2.50%	401		—		—		—		401
	Total	$	487	$	3	$	—	$	—	$	490
Individual Retirement
GMxB Core	0.00% - 1.50%	$	11	$	160	$	—	$	—	$	171
	1.51% - 2.50%	12		—		—		—		12
	Greater than 2.50%	52		—		—		—		52
	Total	$	75	$	160	$	—	$	—	$	235

EQUI-VEST Individual	0.00% - 1.50%	$	42	$	198	$	—	$	—	$	240
	1.51% - 2.50%	38		—		—		—		38
	Greater than 2.50%	1,758		—		—		—		1,758
	Total	$	1,838	$	198	$	—	$	—	$	2,036




Group Retirement
EQUI-VEST Group	0.00% - 1.50%	$	720	$	2,391	$	33	$	258	$	3,402
	1.51% - 2.50%	349		—		—		—		349
	Greater than 2.50%	6,076		—		—		—		6,076
	Total	$	7,145	$	2,391	$	33	$	258	$	9,827

Momentum	0.00% - 1.50%	$	—	$	—	$	269	$	88	$	357
	1.51% - 2.50%	79		29		—		—		108
	Greater than 2.50%	56		—		5		—		61
	Total	$	135	$	29	$	274	$	88	$	526

Separate Account - Summary

The following table reconciles the Separate Account liabilities to the Separate Account liability balance in the consolidated balance sheets:


	March 31, 2025		December 31, 2024
	(in millions)
Separate Account Reconciliation
Protection Solutions
Variable Universal Life	$	17,464	$	18,176
Legacy Segment
GMxB Legacy	27,408		33,199
Individual Retirement
GMxB Core	29,201		30,411
EQUI-VEST Individual	4,444		4,782
Investment Edge	4,720		4,885
Group Retirement
EQUI-VEST Group	29,229		30,546
Momentum	4,637		4,813
Other (1)	7,466		7,905
Total	$	124,569	$	134,717

______________

(1)Primarily reflects Corporate and Other products and Group Retirement products including Association and Group Retirement Other.

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

The following table presents the balances of and changes in Separate Account liabilities:


	Three Months Ended March 31, 2025
	Protection Solutions		Legacy		Individual Retirement						Group Retirement
	VUL		GMxB Legacy		GMxB Core		EQUI-VEST Individual		Investment Edge		EQUI-VEST Group		Momentum
	(in millions)
Balance, beginning of period	$	18,176	$	33,199	$	30,411	$	4,782	$	4,885	$	30,546	$	4,813

Premiums and deposits	332		55		506		25		413		615		168
Policy charges	(147)		(139)		(118)		(1)		—		(5)		(6)
Surrenders and withdrawals	(190)		(852)		(999)		(130)		(122)		(675)		(236)
Benefit payments	(27)		(185)		(82)		(18)		(6)		(15)		(4)
Investment performance (1)	(633)		(850)		(571)		(207)		(95)		(1,104)		(101)
Net transfers from (to) General Account	(47)		(4)		54		(7)		(355)		(133)		3
Other charges (2)	—		(3,816)		—		—		—		—		—
Balance, end of period	$	17,464	$	27,408	$	29,201	$	4,444	$	4,720	$	29,229	$	4,637

Cash surrender value	$	17,108	$	27,200	$	28,349	$	4,413	$	4,632	$	28,835	$	4,631

_____________

(1)Investment performance is reflected net of M&E fees.

(2)Other charges include the Separate Account value novated to Venerable, as described in Note 1.


	Three Months Ended March 31, 2024
	Protection Solutions		Legacy		Individual Retirement						Group Retirement
	VUL		GMxB Legacy		GMxB Core		EQUI-VEST Individual		Investment Edge		EQUI-VEST Group		Momentum
	(in millions)
Balance, beginning of period	$	15,821	$	33,794	$	29,829	$	4,582	$	4,275	$	26,959	$	4,421
Premiums and deposits	305		54		504		18		310		565		181
Policy charges	(143)		(168)		(115)		(1)		—		(4)		(6)
Surrenders and withdrawals	(142)		(812)		(820)		(129)		(135)		(542)		(208)
Benefit payments	(15)		(196)		(78)		(15)		(5)		(17)		(4)
Investment performance (1)	1,229		2,189		1,442		373		258		2,138		314
Net transfers from (to) General Account	(48)		(1)		58		(2)		(179)		(81)		8
Other charges	—		—		—		—		—		—		—
Balance, end of period	$	17,007	$	34,860	$	30,820	$	4,826	$	4,524	$	29,018	$	4,706

Cash surrender value	$	16,648	$	34,595	$	29,979	$	4,792	$	4,437	$	28,733	$	4,699

______________

(1)Investment performance is reflected net of M&E fees.

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

The following table presents the aggregate fair value of Separate Account assets by major asset category:


	March 31, 2025
	Protection Solutions		Individual Retirement		Group Retirement		Corp & Other		Legacy Segment		Total
	(in millions)
Asset Type
Debt securities	$	49	$	1	$	15	$	12	$	—	$	77
Common Stock	62		35		472		1,631		—		2,200
Mutual Funds	17,859		40,071		35,172		628		27,429		121,159
Bonds and Notes	102		4		4		1,023		—		1,133
Total	$	18,072	$	40,111	$	35,663	$	3,294	$	27,429	$	124,569


	December 31, 2024
	Protection Solutions		Individual Retirement		Group Retirement		Corp & Other		Legacy Segment		Total
	(in millions)
Asset Type
Debt securities	$	51	$	1	$	14	$	13	$	—	$	79
Common Stock	68		36		472		1,631		—		2,207
Mutual Funds	18,611		42,029		36,779		659		33,214		131,292
Bonds and Notes	98		4		1		1,036		—		1,139
Total	$	18,828	$	42,070	$	37,266	$	3,339	$	33,214	$	134,717

11) EMPLOYEE BENEFIT PLANS

Pension Plans

Holdings and Equitable Financial Retirement Plans

Holdings sponsors the MONY Life Retirement Income Security Plan for Employees, which is a frozen qualified defined benefit plan covering eligible employees and financial professionals. Equitable Financial sponsors the Equitable Retirement Plan (the “Equitable Financial QP”), which was frozen on December 31, 2013 but reopened on January 1, 2025 and is a qualified defined benefit plan covering eligible employees and financial professionals. These pension plans are non-contributory, and their benefits are generally based on a cash balance formula and/or, for certain participants, years of service and average earnings over a specified period. Holdings and Equitable Financial also sponsor certain nonqualified deferred compensation plans, including the Equitable Excess Retirement Plan, that provide retirement benefits in excess of the amount permitted under the tax law for the qualified plans. Holdings has assumed primary liability for both plans. Equitable Financial remains secondarily liable for its obligations under the Equitable Financial QP and would recognize such liability in the event Holdings does not perform.

AB Retirement Plans

AB maintained a qualified, non-contributory, defined benefit retirement plan (the “Retirement Plan”) covering current and former employees who were employed by AB in the United States prior to October 2, 2000. During 2024, the Compensation Committee of the AB Board of Directors approved the termination of the Retirement Plan, effective May 22, 2024. AB began the process of settling benefits with vested participants and all lump sum disbursements elected by plan participants were distributed in December 2024 in the amount of $35 million. The remaining retirement plan participants who did not elect a lump sum disbursement elected to roll over their benefit to a group annuity contract from a qualified insurance company to administer all future payments. During the three months ended March 31, 2025, AB settled all future obligations under the Retirement Plan and transferred the remaining benefit obligations to a qualified third party insurance provider under a group annuity contract. The final annuity premium transferred was $59 million. Following the settlement related to the annuity purchase, the plans funded status was in a deficit and AB funded an additional $2 million to cover all remaining obligations. As a result of the settlement, AB recognized a non-cash settlement charge of approximately $21 million related to Retirement Plan losses and the reclassification from accumulated other comprehensive loss to general and administrative expenses in the unaudited consolidated statements of income.

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

Net Periodic Pension Expense

Components of net periodic pension expense for the Company’s plans were as follows:


	Three Months Ended March 31,
		2025		2024
		(in millions)
Service cost		$	8	$	2
Interest cost		28		30
Expected return on assets		(34)		(37)
Prior period service cost amortization		(1)		(1)

Net amortization		12		14
Impact of settlement		21		—
Net Periodic Pension Expense		$	34	$	8

12) INCOME TAXES

Income tax expense for the three months ended March 31, 2025 and 2024 was computed using an estimated annual effective tax rate (“ETR”), with discrete items recognized in the period in which they occur. The estimated ETR is revised, as necessary, at the end of successive interim reporting periods.

In 2022, the Company established a valuation allowance against its deferred tax asset related to unrealized capital losses in the available for sale securities portfolio. In 2023, management took actions to increase its available liquidity so that the Company has the ability and intent to hold the majority of securities in its available for sale portfolio to recovery. For liquidity and other purposes, the Company maintains a smaller pool of securities that it does not intend to hold to recovery. The Company maintains a valuation allowance against the deferred tax asset on available for sale securities that will not be held to recovery. Adjustments to the valuation allowance due to changes in the portfolio’s unrealized capital loss are recorded in OCI. Adjustments to the valuation allowance due to new facts or evidence are recorded in net income.

For the three months ended March 31, 2025 and 2024, the Company recorded increases to the valuation allowance of $8 million and $3 million, respectively, due to changes in the value of unrealized losses in the available for sale portfolio that will not be held to recovery. These adjustments were recorded in OCI. As of March 31, 2025, a valuation allowance of $225 million remains against the portion of the deferred tax asset that is still not more-likely-than-not to be realized.

The Company uses the aggregate portfolio approach related to the stranded or disproportionate income tax effects in accumulated other comprehensive income related to available for sale securities. Under this approach, the disproportionate tax effect remains intact as long as the investment portfolio remains.

13) EQUITY

Preferred Stock

Preferred stock authorized, issued and outstanding was as follows:


	March 31, 2025			December 31, 2024
Series	Shares Authorized	Shares Issued	Shares Outstanding	Shares Authorized	Shares Issued	Shares Outstanding
Series A	32,000	32,000	32,000	32,000	32,000	32,000
Series B	20,000	17,773	17,773	20,000	17,773	17,773
Series C	12,000	12,000	12,000	12,000	12,000	12,000
Total	64,000	61,773	61,773	64,000	61,773	61,773

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

Dividends declared per share were as follows:


	Three Months Ended March 31,
		2025		2024
Series A dividends declared		$	328	$	328
Series B dividends declared		$	—	$	—
Series C dividends declared		$	269	$	269

Common Stock

Dividends declared per share of common stock were as follows:


	Three Months Ended March 31,
		2025		2024
Dividends declared		$	0.24	$	0.22

Share Repurchase

On February 5, 2024, the Company’s Board of Directors authorized a new $1.3 billion share repurchase program. On February 13, 2025, Holdings’s Board approved an additional $1.5 billion under Holdings’s share repurchase program. Under this program, the Company may, from time to time purchase shares of its common stock through various means. The Company may choose to suspend or discontinue the repurchase program at any time. The repurchase program does not obligate the Company to purchase any particular number of shares. As of March 31, 2025, Holdings had authorized capacity of approximately $1.7 billion remaining in its share repurchase program.

Holdings repurchased a total of 5.0 million shares of its common stock at an average price of $50.55 through open market repurchases, ASRs and privately negotiated transactions for the three months ended March 31, 2025, respectively and repurchased a total of 7.5 million shares of its common stock at an average price of $33.86 through open market repurchases, ASRs and privately negotiated transactions for the three months ended March 31, 2024, respectively.

During the three months ended March 31, 2025, Holdings repurchased 2.3 millions shares, of its common stock through open market repurchases. During the three months ended March 31, 2024, Holdings repurchased 3.2 million shares, of its common stock through open market repurchases.

In March 2025, Holdings established an obligation to enter into an ASR with a third-party financial institution to repurchase an aggregate of $38 million of Holdings’ common stock. Pursuant to the ASR, Holdings made a pre-payment of $38 million and received initial delivery of 567,270 of Holdings’ shares. The ASR terminated in April 2025, at which time an additional 201,068 shares of common stock were received.

In March 2025, Holdings established an obligation to enter into an ASR with a third-party financial institution to repurchase an aggregate of $102 million of Holdings’ common stock. Pursuant to the ASR, on April 2, 2025, Holdings made a pre-payment of $102 million and received initial delivery of 1.6 million of Holdings’ shares. The ASR will be terminated in April 2025, at which time 629,617 additional shares of common stock were received.

In December 2024, Holdings established an obligation to enter into an ASR with a third-party financial institution to repurchase an aggregate of $105 million of Holdings’ common stock. Pursuant to the ASR, on January 3, 2025, Holdings made a pre-payment of $105 million and received initial delivery of 1.8 million of Holdings’ shares. The ASR terminated in February 2025, at which time 274,630 additional shares of common stock were received.

In December 2024, Holdings established an obligation to enter into an ASR with a third-party financial institution to repurchase an aggregate of $32 million of Holdings’ common stock. Pursuant to the ASR, in December, Holdings made a pre-payment of $32 million and received initial delivery of 550,301 of Holdings’ shares. The ASR terminated in January 2025, at which time an additional 105,468 shares of common stock were received.

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

Accumulated Other Comprehensive Income (Loss)

AOCI represents cumulative gains (losses) on items that are not reflected in net income (loss). The balances are as follows:


	March 31, 2025		December 31, 2024
	(in millions)
Unrealized gains (losses) on investments	$	(6,864)	$	(7,334)
Market risk benefits - instrument -specific credit risk component	(386)		(1,125)
Liability for future policy benefits - current discount rate component	293		372
Defined benefit pension plans	(562)		(579)
Foreign currency translation adjustments	(77)		(88)
Total accumulated other comprehensive income (loss)	(7,596)		(8,754)
Less: Accumulated other comprehensive income (loss) attributable to noncontrolling interest	(29)		(42)
Accumulated other comprehensive income (loss) attributable to Holdings	$	(7,567)	$	(8,712)

The components of OCI, net of taxes for follows:


	Three Months Ended March 31,
	2025		2024
	(in millions)
Change in net unrealized gains (losses) on investments:
Net unrealized gains (losses) arising during the period	$	658	$	(543)
(Gains) losses reclassified into net income (loss) during the period (1)	6		21
Net unrealized gains (losses) on investments	664		(522)
Adjustments for policyholders’ liabilities, DAC, insurance liability loss recognition and other	(55)		9
Change in unrealized gains (losses), net of adjustments (net of deferred income tax expense (benefit) of $173 and $(133))	609		(513)
Change in LFPB discount rate and MRB credit risk, net of tax
Changes in instrument-specific credit risk - market risk benefits (net of deferred income tax expense (benefit) of $155 and $5)	584		20
Changes in current discount rate - liability for future policy benefits (net of deferred income tax expense (benefit) of $(17) and $26)	(63)		98
Change in defined benefit plans:
Reclassification to Net income (loss) of amortization of net prior service credit included in net periodic cost)	17		8
Change in defined benefit plans (net of deferred income tax expense (benefit) of $(2) and $(2))	17		8
Foreign currency translation adjustments:
Foreign currency translation gains (losses) arising during the period	11		(11)

Foreign currency translation adjustment	11		(11)
Total other comprehensive income (loss), net of income taxes	1,158		(398)
Less: Other comprehensive income (loss) attributable to noncontrolling interest	13		(4)
Other comprehensive income (loss) attributable to Holdings	$	1,145	$	(394)

______________

(1)See “reclassification adjustments” in Note 3 of the Notes to these Consolidated Financial Statements. Reclassification amounts presented net of income tax expense (benefit) of $(2) million and $(5) million for the three months ended March 31, 2025 and 2024, respectively.

Investment gains and losses reclassified from AOCI to net income (loss) primarily consist of realized gains (losses) on sales and credit losses of AFS securities and are included in total investment gains (losses), net on the consolidated statements of income (loss). Amounts reclassified from AOCI to net income (loss) as related to defined benefit plans primarily consist of amortization of net (gains) losses and net prior service cost (credit) recognized as a component of net periodic cost and reported in compensation and benefits in the consolidated statements of income (loss).

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

Amounts presented in the table above are net of tax.

14) SHORT-TERM AND LONG-TERM DEBT

Borrowings

Our financial strategy going forward will remain subject to market conditions and other factors. For example, we may from time to time enter into additional bank or other financing arrangements, including public or private debt, structured facilities and contingent capital arrangements, under which we could incur additional indebtedness.

The following table sets forth the Company’s total consolidated borrowings. Short-term and long-term debt consists of the following:


	March 31,		December 31,
	2025		2024
	(in millions)
Short-term debt:
AB Commercial paper	$	—	$	—



Total short-term debt	—		—
Long-term debt:
Senior Debenture due 2028	250		250
Senior Note due 2028	1,495		1,494
Senior Note due 2029	304		303
Senior Note due 2033	497		497
Senior Note due 2048	1,289		1,289
Junior Sub Debt Securities due 2055	495		—
Total long-term debt	4,330		3,833
Total short and long-term debt	$	4,330	$	3,833

Junior Subordinated Debt Securities

On March 26, 2025, Holdings issued $500 million aggregate principal amount of 6.7% Fixed-to-Fixed Reset Rate Junior Subordinated Debt Securities due 2055 (the “Junior Subordinated Debt Securities”). These amounts were recorded net of the underwriting discount and issuance costs of $6 million. Interest will be paid (i) from, and including, March 26, 2025 to, but excluding, March 28, 2035 at the rate of 6.7% per annum and (ii) from, and including, March 28, 2035, during each interest period, at a rate per annum equal to the five-year Treasury rate as of the most recent reset interest determination date, in each case to be reset on each interest reset date, plus 2.4%, payable semi-annually in arrears on March 28 and September 28 of each year, beginning on September 28, 2025, and on the maturity date.

15) REDEEMABLE NONCONTROLLING INTEREST

The changes in the components of redeemable noncontrolling interests were as follows:



	Three Months Ended March 31,
		2025		2024
		(in millions)
Balance, beginning of period		$	125	$	770
Net earnings (loss) attributable to redeemable noncontrolling interests		3		18

Purchase/change of redeemable noncontrolling interests		161		203
Balance, end of period		$	289	$	991

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

16) COMMITMENTS AND CONTINGENT LIABILITIES

Litigation and Regulatory Matters

Litigation, regulatory and other loss contingencies arise in the ordinary course of the Company’s activities as a diversified financial services firm. The Company is a defendant in a number of litigation matters arising from the conduct of its business. In some of these matters, claimants seek to recover very large or indeterminate amounts, including compensatory, punitive, treble and exemplary damages. Modern pleading practice permits considerable variation in the assertion of monetary damages and other relief. Claimants are not always required to specify the monetary damages they seek, or they may be required only to state an amount sufficient to meet a court’s jurisdictional requirements. Moreover, some jurisdictions allow claimants to allege monetary damages that far exceed any reasonably possible verdict. The variability in pleading requirements and past experience demonstrates that the monetary and other relief that may be requested in a lawsuit or claim often bears little relevance to the merits or potential value of a claim. Litigation against the Company includes a variety of claims including, among other things, insurers’ sales practices, alleged agent misconduct, alleged failure to properly supervise agents, contract administration, product design, features and accompanying disclosure, COI increases, payments of death benefits and the reporting and escheatment of unclaimed property, alleged breach of fiduciary duties, alleged mismanagement of client funds and other matters.

The outcome of a litigation or regulatory matter is difficult to predict, and the amount or range of potential losses associated with these or other loss contingencies requires significant management judgment. It is not possible to predict the ultimate outcome or to provide reasonably possible losses or ranges of losses for all pending regulatory matters, litigation and other loss contingencies. While it is possible that an adverse outcome in certain cases could have a material adverse effect upon the Company’s financial position, based on information currently known, management believes that neither the outcome of pending litigation and regulatory matters, nor potential liabilities associated with other loss contingencies, are likely to have such an effect. However, given the large and indeterminate amounts sought in certain litigation and the inherent unpredictability of all such matters, it is possible that an adverse outcome in certain of the Company’s litigation or regulatory matters, or liabilities arising from other loss contingencies, could, from time to time, have a material adverse effect upon the Company’s results of operations or cash flows in a particular quarterly or annual period.

For some matters, the Company is able to estimate a range of loss. For such matters in which a loss is probable, an accrual has been made. For matters where the Company believes a loss is reasonably possible, but not probable, no accrual is required. For matters for which an accrual has been made, but there remains a reasonably possible range of loss in excess of the amounts accrued or for matters where no accrual is required, the Company develops an estimate of the unaccrued amounts of the reasonably possible range of losses. As of March 31, 2025, the Company estimates the aggregate range of reasonably possible losses, in excess of any amounts accrued for these matters as of such date, to be up to approximately $100 million.

For other matters, the Company is currently not able to estimate the reasonably possible loss or range of loss. The Company is often unable to estimate the possible loss or range of loss until developments in such matters have provided sufficient information to support an assessment of the range of possible loss, such as quantification of a damage demand from plaintiffs, discovery from plaintiffs and other parties, investigation of factual allegations, rulings by a court on motions or appeals, analysis by experts and the progress of settlement discussions. On a quarterly and annual basis, the Company reviews relevant information with respect to litigation and regulatory contingencies and updates the Company’s accruals, disclosures and reasonably possible losses or ranges of loss based on such reviews.

In July 2022, the trial court in Hobish v. AXA Equitable Life Insurance Company, granted in significant part Equitable Financial’s motion for summary judgment and denied plaintiff’s cross motion. After several appeals, the state’s highest court affirmed the decision. This matter was subsequently settled in March 2025.

As with other financial services companies, Equitable Financial periodically receives informal and formal requests for information from various state and federal governmental agencies and self-regulatory organizations in connection with inquiries and investigations of the products and practices of the Company or the financial services industry. It is the practice of the Company to cooperate fully in these matters.

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

Obligations under Funding Agreements

Pre-Capitalized Trust Securities (“P-Caps”)

In April 2019, pursuant to separate Purchase Agreements among Holdings, Credit Suisse Securities (USA) LLC, as representative of the several initial purchasers, and the Trusts (as defined below), Pine Street Trust I, a Delaware statutory trust (the “2029 Trust”), completed the issuance and sale of 600,000 of its Pre-Capitalized Trust Securities redeemable February 15, 2029 (the “2029 P-Caps”) for an aggregate purchase price of $600 million and Pine Street Trust II, a Delaware statutory trust (the “2049 Trust” and, together with the 2029 Trust, the “Trusts”), completed the issuance and sale of 400,000 of its Pre-Capitalized Trust Securities redeemable February 15, 2049 (the “2049 P-Caps” and, together with the 2029 P-Caps, the “P-Caps”) for an aggregate purchase price of $400 million in each case to qualified institutional buyers in reliance on Rule 144A that are also “qualified purchasers” for purposes of Section 3(c)(7) of the Investment Company Act of 1940, as amended.

In June 2024, the Company exercised its issuance right under the Facility Agreement, dated April 5, 2019 (the “2029 Trust Facility Agreement”) to issue $600 million principal amount of the Company’s 4.572% Senior Notes due 2029 (the “2029 Notes”) in exchange for the portfolio of principal and interest strips of U.S. Treasury securities held by the 2029 Trust (the “2029 Trust Eligible Assets”). Following the Company’s exercise of its issuance right under the 2029 Trust Facility Agreement, the Company: (i) issued $600 million principal amount of the 2029 Notes to the 2029 Trust on June 6, 2024 in exchange for the 2029 Trust Eligible Assets; (ii) waived its right to repurchase the 2029 Notes; and (iii) directed the trustee of the 2029 Trust to dissolve the 2029 Trust in accordance with its declaration of trust and deliver the 2029 Notes to the beneficial holders of the 2029 P-Caps pro rata in respect of each 2029 P-Cap. The 2029 Trust was dissolved on June 11, 2024 and the beneficial holders of the 2029 P-Caps received the 2029 Notes through the facilities of The Depository Trust Company. See Note 14 for additional details on the 2029 Notes.

In addition, in June 2024, pursuant to the Purchase Agreement among Holdings, TD Securities (USA) LLC, Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representative of the several initial purchasers, and Pine Street Trust III, a Delaware statutory trust ( “2054 Trust”), completed the issuance and sale of 600,000 of its Pre-Capitalized Trust Securities redeemable May 15, 2054 (the “2054 P-Caps”) for an aggregate purchase price of $600 million to qualified institutional buyers in reliance on Rule 144A that are also “qualified purchasers” for purposes of Section 3(c)(7) of the Investment Company Act of 1940, as amended.

The P-Caps are an off-balance sheet contingent funding arrangement that, upon Holdings’ election, gives Holdings the right over a thirty-year period to issue senior notes to the 2049 Trust and the 2054 Trusts. The Trust have invested the proceeds from the respective sales of their P-Caps in separate portfolios of principal and/or interest strips of U.S. Treasury securities. In return, Holdings will, in the case of the 2054 Trust, pay, and in the case of the 2049 Trust, continue to pay, a semi-annual facility fee to the 2049 Trust and 2054 Trust calculated at a rate of 2.715% and 1.779% per annum, respectively, which will be applied to the unexercised portion of the contingent funding arrangement and Holdings will reimburse the Trusts for certain expenses. The facility fees are recorded in other operating costs and expenses in the consolidated statements of income (loss).

FHLB

As a member of the FHLB, Equitable Financial and Equitable America have access to collateralized borrowings. They also may issue funding agreements to the FHLB. Both the collateralized borrowings and funding agreements would require Equitable Financial or Equitable America to pledge qualified mortgage-backed assets and/or government securities as collateral. Equitable Financial issues short-term funding agreements to the FHLB and uses the funds for asset, liability, and cash management purposes. Equitable Financial issues long-term funding agreements to the FHLB and uses the funds for spread lending purposes.

Entering into FHLB membership, borrowings and funding agreements requires the ownership of FHLB stock and the pledge of assets as collateral. Equitable Financial has purchased FHLB stock of $322 million and pledged collateral with a carrying value of $10.7 billion as of March 31, 2025. Equitable America has purchased FHLB stock of $4 million as of March 31, 2025.

Funding agreements are reported in policyholders’ account balances in the consolidated balance sheets. For other instruments used for asset/liability and cash management purposes, see “Offsetting of Financial Assets and Liabilities and Derivative Instruments” included in Note 4 of the Notes to these Consolidated Financial Statements. The table below summarizes the Company’s activity of funding agreements with the FHLB.

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

Change in FHLB Funding Agreements during the Three Months Ended March 31, 2025


	Outstanding Balance at December 31, 2024		Issued During the Period		Repaid During the Period		Long-term Agreements Maturing Within One Year		Long-term Agreements Maturing Within Five Years		Outstanding Balance at March 31, 2025
	(in millions)
Short-term funding agreements:
Due in one year or less	$	5,843	$	17,423	$	(17,723)	$	—	$	—	$	5,543
Long-term funding agreements:
Due in years two through five	829		—		—		—		—		829
Due in more than five years	493		—		—		—		—		493
Total long-term funding agreements	1,322		—		—		—		—		1,322
Total funding agreements (1)	$	7,165	$	17,423	$	(17,723)	$	—	$	—	$	6,865

_____________

(1)The $14 million and $2 million difference between the funding agreements carrying value shown in fair value table for March 31, 2025 and December 31, 2024, respectively, reflects the remaining amortization of a hedge implemented and closed, which locked in the funding agreements borrowing rates.

FABN

Under the FABN program, Equitable Financial may issue funding agreements in U.S. dollar or other foreign currencies to a Delaware special purpose statutory trust (the “Trust”) in exchange for the proceeds from issuances of fixed and floating rate medium-term marketable notes issued by the Trust from time to time (the “Trust Notes”). The funding agreements have matching interest, maturity and currency payment terms to the applicable Trust Notes. The Company hedges the foreign currency exposure of foreign currency denominated funding agreements using cross currency swaps as discussed in Note 4 of the Notes to these Consolidated Financial Statements. As of March 31, 2025, the maximum aggregate principal amount of Trust Notes permitted to be outstanding at any one time is $10.0 billion. Funding agreements issued to the Trust, including any foreign currency transaction adjustments, are reported in policyholders’ account balances in the consolidated balance sheets. Foreign currency transaction adjustments to policyholder’s account balances are recognized in net income (loss) as an adjustment to interest credited to policyholders’ account balances and are offset in interest credited to policyholders’ account balances by a release of AOCI from deferred changes in fair value of designated and qualifying cross currency swap cash flow hedges. The table below summarizes Equitable Financial’s activity of funding agreements under the FABN program.

Change in FABN Funding Agreements during the Three Months Ended March 31, 2025


	Outstanding Balance at December 31, 2024		Issued During the Period		Repaid During the Period		Long-term Agreements Maturing Within One Year		Long-term Agreements Maturing Within Five Years		Foreign Currency Transaction Adjustment		Outstanding Balance at March 31, 2025
	(in millions)
Short-term funding agreements:
Due in one year or less	$	1,050	$	300	$	—	$	450	$	—	$	—	$	1,800
Long-term funding agreements:
Due in years two through five	4,393		1,000		—		(450)		—		35		4,978
Due in more than five years	300		—		—		—		—		—		300
Total long-term funding agreements	4,693		1,000		—		(450)		—		35		5,278
Total funding agreements (1)	$	5,743	$	1,300	$	—	$	—	$	—	$	35	$	7,078

_____________

(1)The $22 million and $18 million difference between the funding agreements notional value shown and carrying value table as of March 31, 2025 and December 31, 2024, respectively, reflects the remaining amortization of the issuance cost of the funding agreements and the foreign currency transaction adjustment.

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

FABCP

In May 2023, Equitable Financial and Equitable America established a FABCP program, pursuant to which a SPLLC may issue commercial paper and deposit the proceeds with Equitable Financial or Equitable America pursuant to a funding agreement issued by Equitable Financial or Equitable America to the SPLLC. The current maximum aggregate principal amount permitted to be outstanding at any one time under the FABCP program is $3.0 billion for Equitable Financial and $1.0 billion for Equitable America. As of March 31, 2025, Equitable Financial and Equitable America had $850 million and $0 million outstanding under the program, respectively.

Credit Facilities

For information regarding activity pertaining to our credit facilities arrangements, see Note 14 of the Notes to these Consolidated Financial Statements.

Guarantees and Other Commitments

The Company provides certain guarantees or commitments to affiliates and others. As of March 31, 2025, these arrangements include commitments by the Company to provide equity financing of $1.1 billion to certain limited partnerships and real estate joint ventures under certain conditions as well as a guarantee of a subsidiary’s performance under a reinsurance arrangement that will no longer be in effect once certain conditions at the subsidiary are met and notice is provided. Management believes the Company will not incur material losses as a result of these commitments.

The Company had $17 million of undrawn letters of credit related to reinsurance as of March 31, 2025. The Company had $614 million of commitments under existing mortgage loan agreements as of March 31, 2025.

The Company is the obligor under certain structured settlement agreements it had entered into with unaffiliated insurance companies and beneficiaries. To satisfy its obligations under these agreements, the Company owns single premium annuities issued by previously wholly-owned life insurance subsidiaries. The Company has directed payment under these annuities to be made directly to the beneficiaries under the structured settlement agreements. A contingent liability exists with respect to these agreements should the previously wholly-owned subsidiaries be unable to meet their obligations. Management believes the need for the Company to satisfy those obligations is remote.

17) BUSINESS SEGMENT INFORMATION

We have six reportable segments: Individual Retirement, Group Retirement, Asset Management, Protection Solutions, Wealth Management and Legacy.

These segments reflect the manner by which the Company’s chief operating decision maker (“CODM”) views and manages the business. A brief description of these segments follows:

•The Individual Retirement (“IR”) segment offers a diverse suite of variable annuity products which are primarily sold to affluent and high net worth individuals saving for retirement or seeking retirement income.

•The Group Retirement (“GR”) segment offers tax-deferred investment and retirement services or products to plans sponsored by educational entities, municipalities, and not-for-profit entities, as well as small and medium-sized businesses.

•The Asset Management (“AM”) segment provides diversified investment management and related solutions globally to a broad range of clients through three main client channels - Institutional, Retail and Private Wealth.

•The Protection Solutions (“PS”) segment includes our life insurance and group EB businesses.

•The Wealth Management (“WM”) segment offers discretionary and non-discretionary investment advisory accounts, financial planning and advice, life insurance, and annuity products through Equitable Advisors.

•The Legacy (“L”) segment primarily consists of the capital intensive fixed-rate GMxB business written in the Individual Retirement market prior to 2011.

The CODM is the chief executive officer and President of Holdings. The CODM evaluates the reported measure of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources. Significant segment expenses are part of the CODM review and are critically important to understand the level of profitability of operating segments but also the overall company performance.

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

This assessment will inform the way the allocation of resources will be done among the different operating segments.

Measurement

Operating earnings (loss) is the financial measure which primarily focuses on the Company’s segments’ results of operations as well as the underlying profitability of the Company’s core business. By excluding items that can be distortive and unpredictable such as investment gains (losses) and investment income (loss) from derivative instruments, the Company believes operating earnings (loss) by segment enhances the understanding of the Company’s underlying drivers of profitability and trends in the Company’s segments.

Operating earnings is calculated by adjusting each segment’s net income (loss) attributable to Holdings for the following items:

•Items related to variable annuity product features, which include: (i) changes in the fair value of MRB and purchased MRB, including the related attributed fees and claims, offset by derivatives and other securities used to hedge the MRB which result in residual net income volatility as the change in fair value of certain securities is reflected in OCI and due to our statutory capital hedge program; and (ii) market adjustments to deposit asset or liability accounts arising from reinsurance agreements which do not expose the reinsurer to a reasonable possibility of a significant loss from insurance risk;

•Investment (gains) losses, which includes credit loss impairments of securities/investments, sales or disposals of securities/investments, realized capital gains/losses and valuation allowances;

•Net actuarial (gains) losses, which includes actuarial gains and losses as a result of differences between actual and expected experience on pension plan assets or projected benefit obligation during a given period related to pension, other postretirement benefit obligations, and the one-time impact of the settlement of the defined benefit obligation;

•Other adjustments, which primarily include restructuring costs related to severance and separation, lease write-offs related to non-recurring restructuring activities, net derivative gains (losses) on certain Non-GMxB derivatives, net investment income from certain items including consolidated VIE investments, seed capital mark-to-market adjustments, unrealized gain/losses and realized capital gains/losses from sales or disposals of select securities, certain legal accruals; a bespoke deal to repurchase UL policies from one entity that had invested in numerous policies purchased in the life settlement market, which disposed of the risk of additional COI litigation by that entity related to those UL policies, impact of the annual actuarial assumption updates attributable to LFPB when the majority of the impact relates to the non-core business; and

•Income tax expense (benefit) related to the above items and non-recurring tax items, which includes the effect of uncertain tax positions for a given audit period and changes to the deferred tax valuation allowance.

The General Account investment portfolio is used to support the insurance and annuity liabilities of our Individual Retirement, Group Retirement, Protection Solutions and Legacy business segments.

During the third quarter 2024, the Company moved revenues and expenses related to payout annuitizations from the Legacy segment to the Individual Retirement segment. Now all payout annuities are reported within the Individual Retirement segment as the block is managed on an aggregate basis. Prior periods have been recast to reflect this change.

Revenues derived from any customer did not exceed 10% of revenues for the three months ended March 31, 2025 and 2024.

The Company accounts for inter-segment sales and transfers as if the sales or transfers were to third parties, that is, at current market prices.

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

The table below presents operating earnings (loss) by segment and Corporate and Other (C&O):


	Three Months Ended March 31, 2025
	IR		GR		AM		PS		WM		L		C&O		Eliminations		Total
	(in millions)
Segment revenues	$	997	$	316	$	1,088	$	826	$	463	$	120	$	204	$	(230)	$	3,784

Benefits and other deductions
Policyholders’ benefits	92		—		—		556		—		—		111		—		759
Interest credited to policyholders’ account balances	365		63		—		121		—		7		107		—		663
Commissions and distribution related payments	98		43		201		42		293		36		6		(218)		501
Amortization of deferred policy acquisition costs	124		15		—		32		—		15		2		—		188
Compensation and benefits	18		12		422		38		82		7		13		—		592
Interest expense and financing fees	—		—		7		2		—		—		53		(4)		58
Significant segment expenses	697		133		630		791		375		65		292		(222)		2,761
Other segment items (1)	45		30		185		54		27		27		31		(8)		391
Income taxes	(39)		(23)		(41)		3		(15)		(4)		17		—		(102)
Less: Operating (earnings) loss attributable to the noncontrolling interest	—		—		106		1		—		—		2		—		109
Operating earnings (loss)	$	216	$	130	$	126	$	(17)	$	46	$	24	$	(104)	$	—	$	421

_____________

(1)Other segment items include Remeasurment for liability for future policy benefits and Other operating expenses and costs. Additionally, other segment items reflected in Asset Management segment is primarily driven by other operating expense and costs related to general and administrative costs and promotion and servicing expenses.

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued


	Three Months Ended March 31, 2024
	IR		GR		AM		PS		WM		L		C&O		Eliminations		Total
	(in millions)
Segment revenues	$	840	$	291	$	1,093	$	824	$	423	$	129	$	255	$	(216)	$	3,639

Benefits and other deductions
Policyholders’ benefits	77		—		—		487		—		—		113		—		677
Interest credited to policyholders’ account balances	248		52		—		128		—		9		142		—		579
Commissions and distribution related payments	77		44		173		40		260		40		3		(200)		437
Amortization of deferred policy acquisition costs	109		15		—		30		—		16		2		—		172
Compensation and benefits	17		10		447		36		78		9		2		—		599
Interest expense and financing fees	—		—		17		—		—		—		56		(10)		63
Significant segment expenses	528		121		637		721		338		74		318		(210)		2,527
Other segment items (1)	34		25		208		52		27		16		61		(6)		417
Income taxes	(40)		(21)		(44)		(7)		(15)		(6)		23		—		(110)
Less: Operating (earnings) loss attributable to the noncontrolling interest	—		—		98		—		—		—		10		—		108
Operating earnings (loss)	$	238	$	124	$	106	$	44	$	43	$	33	$	(111)	$	—	$	477

_____________

The table below presents a reconciliation to net income (loss) attributable to Holdings:


	Three Months Ended March 31,
		2025		2024
		(in millions)
Net income (loss) attributable to Holdings		$	63	$	92
Adjustments related to:
Variable annuity product (1)		211		330
Investment (gains) losses		14		39
Net actuarial (gains) losses related to pension and other postretirement benefit obligations		11		17
Other adjustments (2)		205		91
Income tax expense (benefit) related to above adjustments		(92)		(100)
Non-recurring tax items		9		8
Operating earnings (loss)		$	421	$	477

_____________

(1)As a result of the novation of certain Legacy VA policies completed during the first quarter, the Company recorded a loss of $499 million for the three months ended March 31, 2025.

(2)Includes a loss of $165 million on Non-GMxB derivatives, including our statutory capital hedging program for the three months ended March 31, 2025 and includes certain gross legal expenses related to the COI litigation of $106 million for the three months ended March 31, 2024.

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

Segment revenues is a measure of the Company’s revenue by segment as adjusted to exclude certain items. The following table reconciles segment revenues to total revenues by excluding the following items:

•Items related to variable annuity product features, which include certain changes in the fair value of the derivatives and other securities we use to hedge these features and changes in the fair value of the embedded derivatives reflected within the net derivative results of variable annuity product features;

•Investment (gains) losses, which includes credit loss impairments of securities/investments, sales or disposals of securities/investments, realized capital gains/losses and valuation allowances;

•Other adjustments, which primarily includes net derivative gains (losses) on certain Non-GMxB derivatives and Net investment income from certain items including consolidated VIE investments, seed capital mark-to-market adjustments and unrealized gain/losses associated with equity securities.

The table below presents revenues by segment and C&O:


	Three Months Ended March 31,
	2025		2024
	(in millions)
Segment revenues:
Individual Retirement (1)	$	997	$	840
Group Retirement (1)	316		291
Asset Management (2)	1,088		1,093
Protection Solutions (1)	826		824
Wealth Management (3)	463		423
Legacy (1)	120		129
Corporate and Other (1)	204		255
Eliminations	(230)		(216)

Adjustments related to:
Variable annuity product features, excluding change in MRBs (4)	975		(1,419)
Investment gains (losses), net	(14)		(39)
Other adjustments to segment revenues (4)	(169)		49
Total revenues	$	4,576	$	2,230

______________

(1)Includes investment expenses charged by AB of $34 million and $36 million for the three months ended March 31, 2025 and 2024, respectively, for services provided to the Company.

(2)Inter-segment investment management and other fees of $42 million and $42 million for the three months ended March 31, 2025 and 2024, respectively, are included in segment revenues of the Asset Management segment.

(3)Inter-segment distribution fees of $218 million and $200 million for the three months ended March 31, 2025 and 2024, respectively, are included in segment revenues of the Wealth Management segment.

(4)Prior periods were revised to conform with current presentation.

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

Total assets by segment were as follows:


	March 31, 2025		December 31, 2024
	(in millions)
Total assets by segment:
Individual Retirement	$	118,123	$	110,358
Group Retirement	50,353		51,269
Asset Management	10,845		10,514
Protection Solutions	41,725		41,583
Wealth Management	191		168
Legacy	34,955		42,373
Corporate and Other	31,174		39,462
Total assets	$	287,366	$	295,727

18) INSURANCE STATUTORY FINANCIAL INFORMATION

Prescribed and Permitted Accounting Practices

As of March 31, 2025, the following five prescribed and permitted practices resulted in net income (loss) and capital and surplus that is different from the statutory surplus that would have been reported had NAIC statutory accounting practices been applied.

Equitable Financial was granted a permitted practice by the NYDFS to apply SSAP 108, Derivatives Hedging Variable Annuity Guarantees on a retroactive basis from January 1, 2021 through June 30, 2021, after reflecting the impacts of our reinsurance transaction with Venerable. The permitted practice was amended to also permit Equitable Financial to adopt SSAP 108 prospectively as of July 1, 2021 and to consider the impact of both the interest rate derivatives and the General Account assets used to fully hedge the interest rate risk inherent in its variable annuity guarantees when determining the amount of the deferred asset or liability under SSAP 108. Application of the permitted practice partially mitigates the New York Insurance Regulation 213 (“Reg 213”) impact of the Venerable transaction on Equitable Financial’s statutory capital and surplus and enables Equitable Financial to more effectively neutralize the impact of interest rates on its statutory surplus and to better align with our economic hedging program. The impact of applying this permitted practice relative to SSAP 108 as written was a decrease of approximately $134 million in statutory special surplus funds as of March 31, 2025. The Reinsurance Treaty reduced the amount of interest rate hedging needed at Equitable Financial going forward, affecting future deferrals, but leaves our historical SSAP 108 deferred amounts unchanged. The permitted practice also reset Equitable Financial’s unassigned surplus to zero as of June 30, 2021 to reflect the transformative nature of the Venerable transaction.

The Manual has been adopted as a component of prescribed or permitted practices by the State of New York. However, Reg 213 adopted in May of 2019 and as amended in February 2020 and March 2021, differs from the NAIC variable annuity reserve and capital framework. Reg 213 requires Equitable Financial to carry statutory basis reserves for its variable annuity contract obligations equal to the greater of those required under (i) the NAIC standard or (ii) a revised version of the NYDFS requirement in effect prior to the adoption of the first amendment for contracts issued prior to January 1, 2020, and for policies issued after that date a new standard that in current market conditions imposes more conservative reserving requirements for variable annuity contracts than the NAIC standard.

The impact of the application of Reg 213 was a decrease of approximately $143 million in statutory surplus as of March 31, 2025 compared to statutory surplus under the NAIC variable annuity framework. Our hedging program is designed to hedge the economics of our insurance liabilities and largely offsets Reg 213 and NAIC framework reserve movements due to interest rates and equities. The NYDFS allows domestic insurance companies a five year phase-in provision for Reg 213 reserves. As of September 30, 2022, Equitable Financial’s Reg 213 reserves were 100% phased-in. As of March 31, 2025, given the prevailing market conditions and business mix, there are $131 million Reg 213 redundant reserves over the US RBC CTE 98 TAR.

During the fourth quarter 2020, Equitable Financial received approval from NYDFS for its proposed amended Plan of Operation for Separate Account No. 68 (“SA 68”) for our Structured Capital Strategies product and Separate Account No. 69 (“SA 69”) for our EQUI-VEST product Structured Investment Option, to change the accounting basis of these two non-insulated Separate Accounts from fair value to book value in accordance with Section 1414 of the Insurance Law to align with how we manage and measure our overall General Account asset portfolio.

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

In order to facilitate this change and comply with Section 4240(a)(10), the Company also sought approval to amend the Plans to remove the requirement to comply with Section 4240(a)(5)(iii) and substitute it with a commitment to comply with Section 4240(a)(5)(i). Similarly, the Company updated the reserves section of each Plan to reflect the fact that Regulation 128 would no longer be applicable upon the change in accounting basis. We applied this change effective January 1, 2021. The impact of the application is an increase of approximately $2.8 billion in statutory surplus as of March 31, 2025.

During 2022, Equitable America received approval from the Arizona Department of Insurance and Financial Institutions pursuant to A.R.S. 20-515 for Separate Account No. 68A (“SA 68A”) for our Structured Capital Strategies product, Separate Account No. 69A (“SA 69A”) for our EQUI-VEST product Structured Investment Option and Separate Account No. 71A (“SA 71A”) for our Investment Edge Structured Investment Option, to permit us to use book value as the accounting basis of these three non-insulated Separate Accounts instead of fair value in accordance with the Manual to align with how we manage and measure our overall General Account asset portfolio. The impact of the application is a decrease of approximately $2 million in statutory surplus as of March 31, 2025.

The Arizona Department of Insurance and Financial Institutions granted to Equitable America a permitted practice to deviate from SSAP No. 108 by applying special accounting treatment for specific derivatives hedging variable annuity benefits subject to fluctuations as a result of interest rate sensitivities. The permitted practice expands on SSAP No. 108 hedge accounting to include equity risks for the full scope of Variable Annuity (VA) contracts (i.e., not just the rider guarantees but for the VA total contract). The permitted practice allows Equitable America to adopt SSAP 108 retroactively from October 1, 2023 and applies to both directly held VA hedges as well as VA hedges in the Equitable America funds withheld asset that resulted from the Reinsurance Treaty. In the calculation of the amount of excess VA equity and interest rate derivative hedging gains/losses to defer (including Net investment income on our Equity Total Return Swaps), the permitted practice allows us to compare our total equity and interest derivatives gains and losses to 100% of our target liability change. Any hedge gain or loss deferrals will follow SSAP No. 108 amortization rules (i.e. 10-year straight line). The impact of applying this revised permitted practice relative to SSAP 108 was an increase of approximately $658 million in statutory special surplus funds as of March 31, 2025.

19) EARNINGS PER COMMON SHARE

The following table presents a reconciliation of net income (loss) and weighted-average common shares used in calculating basic and diluted earnings per common share:


	Three Months Ended March 31,
		2025		2024
		(in millions, except per share data)
Weighted-average common shares outstanding:
Weighted-average common shares outstanding — basic		307.8		330.2
Effect of dilutive potential common shares:
Employee share awards (1)		4.1		2.5
Weighted-average common shares outstanding — diluted		311.9		332.7

Net income (loss):
Net income (loss)		$	150	$	195
Less: Net income (loss) attributable to the noncontrolling interest		87		103
Net income (loss) attributable to Holdings		63		92
Less: Preferred stock dividends		14		14
Net income (loss) available to Holdings’ common shareholders		$	49	$	78

Earnings per common share:
Basic		$	0.16	$	0.24
Diluted		$	0.16	$	0.23

______________

(1)Calculated using the treasury stock method.

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued

For the three months ended March 31, 2025 and 2024, 1.9 million, and 3.0 million, respectively, of outstanding stock awards, were not included in the computation of diluted EPS because their effect was anti-dilutive.

20) REVISION OF PRIOR PERIOD FINANCIAL STATEMENTS

Management assessed the materiality of this change within prior period financial statements based upon SEC Staff Accounting Bulletin Number 99, Materiality, which is since codified in ASC 250, Accounting Changes and Error Corrections. The prior period comparative financial statements that are presented herein have been revised.

The following tables present line items for prior period financial statements that have been affected by the revision. For these line items, the tables detail the amounts as previously reported, the impact upon those line items due to the revision, and the amounts as currently revised within the financial statements.

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued


	December 31, 2024		September 30, 2024
	As Previously Reported		Impact of Revisions		As Revised		As Previously Reported		Impact of Revisions		As Revised
	(in millions)
Consolidated Balance Sheets:
ASSETS
Investments:






Trading securities, at fair value	$	1,095	$	(6)	$	1,089	$	2,215	$	—	$	2,215

Total investments	116,447		(6)		116,441		114,246		—		114,246






Amounts due from reinsurers	8,044		(145)		7,899		8,222		(154)		8,068


Current and deferred income taxes	1,997		6		2,003		1,701		6		1,707




Separate Accounts assets	134,711		6		134,717		137,407		—		137,407
Total Assets	$	295,866	$	(139)	$	295,727	$	298,989	$	(148)	$	298,841
LIABILITIES
Policyholders’ account balances	$	110,965	$	(36)	$	110,929	$	107,433	$	(29)	$	107,404





Amounts due to reinsurers	1,407		14		1,421		1,421		5		1,426





Other liabilities	7,135		(103)		7,032		6,645		(105)		6,540

Separate Accounts liabilities	134,711		6		134,717		137,407		—		137,407
Total Liabilities	292,298		(119)		292,179		292,791		(129)		292,662


EQUITY




Retained earnings	10,647		(20)		10,627		9,977		(13)		9,964
Accumulated other comprehensive income (loss)	(8,712)		—		(8,712)		(6,595)		(6)		(6,601)
Total equity attributable to Holdings	1,585		(20)		1,565		3,220		(19)		3,201
Noncontrolling interest	1,858		—		1,858		1,755		—		1,755
Total Equity	3,443		(20)		3,423		4,975		(19)		4,956
Total Equity and Redeemable NCI	3,568		(20)		3,548		6,198		(19)		6,179
Total Liabilities, Redeemable Noncontrolling Interest and Equity	$	295,866	$	(139)	$	295,727	$	298,989	$	(148)	$	298,841


	June 30, 2024		March 31, 2024
	As Previously Reported		Impact of Revisions		As Revised		As Previously Reported		Impact of Revisions		As Revised
	(in millions)
Consolidated Balance Sheets:
ASSETS
















Amounts due from reinsurers	$	8,237	$	(150)	$	8,087	$	8,387	$	(135)	$	8,252


Current and deferred income taxes	2,117		12		2,129		2,063		12		2,075
Purchased market risk benefits	7,993		9		8,002		8,337		11		8,348
Other assets	3,825		3		3,828		3,618		1		3,619
Assets for market risk benefits	803		(4)		799		818		3		821


Total Assets	$	287,769	$	(130)	$	287,639	$	285,577	$	(108)	$	285,469
LIABILITIES
Policyholders’ account balances	$	104,072	$	(23)	$	104,049	$	100,246	$	(18)	$	100,228
Liability for market risk benefits	12,593		19		12,612		12,814		19		12,833
Future policy benefits and other policyholders’ liabilities	17,417		16		17,433		17,324		16		17,340



Amounts due to reinsurers	1,363		10		1,373		1,377		25		1,402





Other liabilities	6,718		(106)		6,612		6,511		(110)		6,401


Total Liabilities	283,296		(84)		283,212		280,831		(68)		280,763


EQUITY




Retained earnings	10,317		(16)		10,301		10,110		(15)		10,095
Accumulated other comprehensive income (loss)	(8,645)		(30)		(8,675)		(8,166)		(25)		(8,191)
Total equity attributable to Holdings	1,644		(46)		1,598		2,032		(40)		1,992
Noncontrolling interest	1,741		—		1,741		1,723		—		1,723
Total Equity	3,385		(46)		3,339		3,755		(40)		3,715
Total Equity and Redeemable NCI	4,473		(46)		4,427		4,746		(40)		4,706
Total Liabilities, Redeemable Noncontrolling Interest and Equity	$	287,769	$	(130)	$	287,639	$	285,577	$	(108)	$	285,469

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued


	December 31, 2023
	As Previously Reported		Impact of Revisions		As Revised
	(in millions)
Consolidated Balance Sheets:
ASSETS















Amounts due from reinsurers	$	8,352	$	(155)	$	8,197


Current and deferred income taxes	2,050		4		2,054
Purchased market risk benefits	9,427		28		9,455
Other assets	3,323		1		3,324
Assets for market risk benefits	591		3		594


Total Assets	$	276,814	$	(119)	$	276,695
LIABILITIES
Policyholders’ account balances	$	95,673	$	(30)	$	95,643
Liability for market risk benefits	14,612		18		14,630
Future policy benefits and other policyholders’ liabilities	17,363		11		17,374



Amounts due to reinsurers	1,450		7		1,457





Other liabilities	6,088		(112)		5,976


Total Liabilities	271,656		(106)		271,550


EQUITY




Retained earnings	10,243		7		10,250
Accumulated other comprehensive income (loss)	(7,777)		(20)		(7,797)
Total equity attributable to Holdings	2,649		(13)		2,636
Noncontrolling interest	1,739		—		1,739
Total Equity	4,388		(13)		4,375
Total Equity and Redeemable NCI	5,158		(13)		5,145
Total Liabilities, Redeemable Noncontrolling Interest and Equity	$	276,814	$	(119)	$	276,695

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued


	Year Ended December 31, 2024
	As Previously Reported		Impact of Revisions		As Revised
	(in millions, except per share data)
Consolidated Statements of Income (Loss)
REVENUES

Premiums	$	1,162	$	10	$	1,172

Net investment income (loss)	4,896		(15)		4,881





Other income	1,305		(7)		1,298
Total revenues	12,437		(12)		12,425

BENEFITS AND OTHER DEDUCTIONS

Remeasurement of liability for future policy benefits	6		(12)		(6)
Change in market risk benefits and purchased market risk benefits	(1,971)		31		(1,940)
Interest credited to policyholders’ account balances	2,499		(6)		2,493
Compensation and benefits	2,441		10		2,451




Total benefits and other deductions	10,326		23		10,349
Income (loss) from continuing operations, before income taxes	2,111		(35)		2,076
Income tax (expense) benefit	(288)		8		(280)
Net income (loss)	1,823		(27)		1,796
Less: Net (income) loss attributable to the noncontrolling interest	516		—		516
Net income (loss) attributable to Holdings	1,307		(27)		1,280
Less: Preferred stock dividends	80		—		80
Net income (loss) available to Holdings’ common shareholders	$	1,227	$	(27)	$	1,200

EARNINGS PER COMMON SHARE
Basic	$	3.82	$	(0.08)	$	3.74
Diluted	$	3.78	$	(0.09)	$	3.69
Shares Outstanding:
Basic	321.2		—		321.2
Diluted	324.8		—		324.8

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued


	Three Months Ended September 30, 2024		Nine Months Ended September 30, 2024
	As Previously Reported		Impact of Revisions		As Revised		As Previously Reported		Impact of Revisions		As Revised
	(in millions, except per share data)
Consolidated Statements of Income (Loss)
REVENUES

Premiums	$	313	$	(1)	$	312	$	870	$	9	$	879

Net investment income (loss)	1,309		(1)		1,308		3,694		(9)		3,685





Other income	301		(1)		300		989		(6)		983
Total revenues	3,076		(3)		3,073		8,816		(6)		8,810

BENEFITS AND OTHER DEDUCTIONS

Remeasurement of liability for future policy benefits	16		(17)		(1)		9		(12)		(3)
Change in market risk benefits and purchased market risk benefits	79		18		97		(1,154)		31		(1,123)
Interest credited to policyholders’ account balances	708		(7)		701		1,879		—		1,879





Total benefits and other deductions	3,090		(6)		3,084		7,902		19		7,921
Income (loss) from continuing operations, before income taxes	(14)		3		(11)		914		(25)		889
Income tax (expense) benefit	40		(1)		39		(106)		5		(101)
Net income (loss)	26		2		28		808		(20)		788
Less: Net (income) loss attributable to the noncontrolling interest	160		—		160		400		—		400
Net income (loss) attributable to Holdings	(134)		2		(132)		408		(20)		388
Less: Preferred stock dividends	14		—		14		54		—		54
Net income (loss) available to Holdings’ common shareholders	$	(148)	$	2	$	(146)	$	354	$	(20)	$	334

EARNINGS PER COMMON SHARE
Basic	$	(0.47)	$	0.01	$	(0.46)	$	1.09	$	(0.06)	$	1.03
Diluted	$	(0.47)	$	0.01	$	(0.46)	$	1.08	$	(0.06)	$	1.02
Shares Outstanding:
Basic	318.2		—		318.2		324.2		—		324.2
Diluted	318.2		—		318.2		327.7		—		327.7

Table of Contents

EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued


	Three Months Ended June 30, 2024		Six Months Ended June 30, 2024
	As Previously Reported		Impact of Revisions		As Revised		As Previously Reported		Impact of Revisions		As Revised
	(in millions, except per share data)
Consolidated Statements of Income (Loss)
REVENUES

Premiums	$	282	$	—	$	282	$	557	$	10	$	567

Net investment income (loss)	1,166		1		1,167		2,385		(8)		2,377




Investment management and service fees	1,240		—		1,240		2,518		—		2,518
Other income	429		(4)		425		688		(5)		683
Total revenues	3,510		(3)		3,507		5,740		(3)		5,737

BENEFITS AND OTHER DEDUCTIONS

Remeasurement of liability for future policy benefits	(8)		1		(7)		(7)		5		(2)
Change in market risk benefits and purchased market risk benefits	(133)		1		(132)		(1,233)		13		(1,220)
Interest credited to policyholders’ account balances	605		(6)		599		1,171		7		1,178




Other operating costs and expenses	427		1		428		980		—		980
Total benefits and other deductions	2,829		(3)		2,826		4,812		25		4,837
Income (loss) from continuing operations, before income taxes	681		—		681		928		(28)		900
Income tax (expense) benefit	(116)		—		(116)		(146)		6		(140)
Net income (loss)	565		—		565		782		(22)		760
Less: Net (income) loss attributable to the noncontrolling interest	137		—		137		240		—		240
Net income (loss) attributable to Holdings	428		—		428		542		(22)		520
Less: Preferred stock dividends	26		—		26		40		—		40
Net income (loss) available to Holdings’ common shareholders	$	402	$	—	$	402	$	502	$	(22)	$	480

EARNINGS PER COMMON SHARE
Basic	$	1.24	$	—	$	1.24	$	1.53	$	(0.06)	$	1.47
Diluted	$	1.23	$	—	$	1.23	$	1.52	$	(0.07)	$	1.45
Shares Outstanding:
Basic	324.2		—		324.2		327.2		—		327.2
Diluted	327.3		—		327.3		330.4		—		330.4

Table of Contents

EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued


	Three Months Ended March 31, 2024
		As Previously Reported		Impact of Revisions		As Revised
		(in millions, except per share data)
Consolidated Statements of Income (Loss)
REVENUES

Premiums		$	275	$	10	$	285

Net investment income (loss)		1,219		(9)		1,210





Other income		259		(1)		258
Total revenues		2,230		—		2,230

BENEFITS AND OTHER DEDUCTIONS

Remeasurement of liability for future policy benefits		1		4		5
Change in market risk benefits and purchased market risk benefits		(1,100)		12		(1,088)
Interest credited to policyholders’ account balances		566		13		579




Other operating costs and expenses		553		(1)		552
Total benefits and other deductions		1,983		28		2,011
Income (loss) from continuing operations, before income taxes		247		(28)		219
Income tax (expense) benefit		(30)		6		(24)
Net income (loss)		217		(22)		195
Less: Net (income) loss attributable to the noncontrolling interest		103		—		103
Net income (loss) attributable to Holdings		114		(22)		92
Less: Preferred stock dividends		14		—		14
Net income (loss) available to Holdings’ common shareholders		$	100	$	(22)	$	78

EARNINGS PER COMMON SHARE
Basic		$	0.30	$	(0.06)	$	0.24
Diluted		$	0.30	$	(0.07)	$	0.23
Shares Outstanding:
Basic		330.2		—		330.2
Diluted		332.7		—		332.7

Table of Contents

EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued


	Year Ended December 31, 2023
	As Previously Reported		Impact of Revisions		As Revised
	(in millions, except per share data)
Consolidated Statements of Income (Loss)
REVENUES

Premiums	$	1,104	$	(9)	$	1,095

Net investment income (loss)	4,320		(50)		4,270





Other income	1,014		(9)		1,005
Total revenues	10,528		(68)		10,460

BENEFITS AND OTHER DEDUCTIONS

Remeasurement of liability for future policy benefits	75		11		86
Change in market risk benefits and purchased market risk benefits	(1,807)		(8)		(1,815)
Interest credited to policyholders’ account balances	2,083		(42)		2,041
Compensation and benefits	2,328		(5)		2,323




Total benefits and other deductions	9,790		(44)		9,746
Income (loss) from continuing operations, before income taxes	738		(24)		714
Income tax (expense) benefit	905		5		910
Net income (loss)	1,643		(19)		1,624
Less: Net (income) loss attributable to the noncontrolling interest	341		—		341
Net income (loss) attributable to Holdings	1,302		(19)		1,283
Less: Preferred stock dividends	80		—		80
Net income (loss) available to Holdings’ common shareholders	$	1,222	$	(19)	$	1,203

EARNINGS PER COMMON SHARE
Basic	$	3.49	$	(0.05)	$	3.44
Diluted	$	3.48	$	(0.06)	$	3.42
Shares Outstanding:
Basic	350.1		—		350.1
Diluted	351.6		—		351.6

Table of Contents

EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued


	Three Months Ended September 30, 2023		Nine Months Ended September 30, 2023
	As Previously Reported		Impact of Revisions		As Revised		As Previously Reported		Impact of Revisions		As Revised
	(in millions, except per share data)
Consolidated Statements of Income (Loss)
REVENUES

Premiums	$	267	$	(4)	$	263	$	823	$	(7)	$	816

Net investment income (loss)	1,071		(2)		1,069		3,097		6		3,103





Other income	266		15		281		775		(6)		769
Total revenues	3,624		9		3,633		8,358		(7)		8,351

BENEFITS AND OTHER DEDUCTIONS
Policyholders' benefits	693		1		694		2,107		1		2,108
Remeasurement of liability for future policy benefits	49		34		83		46		34		80
Change in market risk benefits and purchased market risk benefits	(817)		(2)		(819)		(1,772)		8		(1,764)
Interest credited to policyholders’ account balances	556		(4)		552		1,520		(20)		1,500
Compensation and benefits	593		—		593		1,742		(5)		1,737



Other operating costs and expenses	450		—		450		1,339		1		1,340
Total benefits and other deductions	2,149		29		2,178		6,803		19		6,822
Income (loss) from continuing operations, before income taxes	1,475		(20)		1,455		1,555		(26)		1,529
Income tax (expense) benefit	(340)		4		(336)		677		6		683
Net income (loss)	1,135		(16)		1,119		2,232		(20)		2,212
Less: Net (income) loss attributable to the noncontrolling interest	71		—		71		232		—		232
Net income (loss) attributable to Holdings	1,064		(16)		1,048		2,000		(20)		1,980
Less: Preferred stock dividends	14		—		14		54		—		54
Net income (loss) available to Holdings’ common shareholders	$	1,050	$	(16)	$	1,034	$	1,946	$	(20)	$	1,926
									—
EARNINGS PER COMMON SHARE
Basic	$	3.03	$	(0.05)	$	2.98	$	5.49	$	(0.06)	$	5.43
Diluted	$	3.02	$	(0.05)	$	2.97	$	5.47	$	(0.06)	$	5.41
Shares Outstanding:
Basic	346.4		—		346.4		354.4		—		354.4
Diluted	348.0		—		348.0		355.9		—		355.9

Table of Contents

EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued


	Three Months Ended June 30, 2023		Six Months Ended June 30, 2023
	As Previously Reported		Impact of Revisions		As Revised		As Previously Reported		Impact of Revisions		As Revised
	(in millions, except per share data)
Consolidated Statements of Income (Loss)
REVENUES

Premiums	$	280	$	(3)	$	277	$	556	$	(3)	$	553

Net investment income (loss)	1,036		(2)		1,034		2,026		8		2,034





Other income	258		(9)		249		509		(21)		488
Total revenues	2,377		(14)		2,363		4,734		(16)		4,718

BENEFITS AND OTHER DEDUCTIONS


Change in market risk benefits and purchased MRB	(975)		(11)		(986)		(955)		10		(945)
Interest credited to policyholders’ account balances	501		(3)		498		964		(16)		948
Compensation and benefits	566		(1)		565		1,149		(5)		1,144



Other operating costs and expenses	466		1		467		889		1		890
Total benefits and other deductions	1,838		(14)		1,824		4,654		(10)		4,644
Income (loss) from continuing operations, before income taxes	539		—		539		80		(6)		74
Income tax (expense) benefit	292		1		293		1,017		2		1,019
Net income (loss)	831		1		832		1,097		(4)		1,093
Less: Net (income) loss attributable to the noncontrolling interest	72		—		72		161		—		161
Net income (loss) attributable to Holdings	759		1		760		936		(4)		932
Less: Preferred stock dividends	26		—		26		40		—		40
Net income (loss) available to Holdings’ common shareholders	$	733	$	1	$	734	$	896	$	(4)	$	892

EARNINGS PER COMMON SHARE
Basic	$	2.06	$	0.01	$	2.07	$	2.50	$	(0.01)	$	2.49
Diluted	$	2.06	$	—	$	2.06	$	2.49	$	(0.01)	$	2.48
Shares Outstanding:
Basic	355.2		—		355.2		358.5		—		358.5
Diluted	356.1		—		356.1		360.0		—		360.0

Table of Contents

EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued


	Year Ended December 31, 2022
	As Previously Reported		Impact of Revisions		As Revised
	(in millions, except per share data)
Consolidated Statements of Income (Loss)
REVENUES



Net investment income (loss)	$	3,315	$	18	$	3,333





Other income	1,028		(18)		1,010
Total revenues	12,644		—		12,644

BENEFITS AND OTHER DEDUCTIONS
Policyholders' benefits	2,716		(15)		2,701

Change in market risk benefits and purchased market risk benefits	(1,280)		47		(1,233)
Interest credited to policyholders’ account balances	1,410		5		1,415
Compensation and benefits	2,201		(11)		2,190



Other operating costs and expenses	2,185		(9)		2,176
Total benefits and other deductions	9,652		17		9,669
Income (loss) from continuing operations, before income taxes	2,992		(17)		2,975
Income tax (expense) benefit	(598)		4		(594)
Net income (loss)	2,394		(13)		2,381

Net income (loss) attributable to Holdings	2,153		(13)		2,140

Net income (loss) available to Holdings’ common shareholders	$	2,073	$	(13)	$	2,060

EARNINGS PER COMMON SHARE
Basic	$	5.49	$	(0.03)	$	5.46
Diluted	$	5.46	$	(0.04)	$	5.42
Shares Outstanding:
Basic	377.6		—		377.6
Diluted	379.9		—		379.9


	Year Ended December 31, 2024
	As Previously Reported		Impact of Revisions		As Revised
	(in millions)
Consolidated Statements of Comprehensive Income (Loss)
Net income (loss)	$	1,823	$	(27)	$	1,796
Other comprehensive income (loss) net of income taxes:

Change in market risk benefits - instrument-specific credit risk	(389)		14		(375)

Change in defined benefit plan related items not yet recognized in periodic benefit cost, net of reclassification adjustment	73		6		79

Total other comprehensive income (loss), net of income taxes	(937)		20		(917)
Comprehensive income (loss)	886		(7)		879
Less: Comprehensive income (loss) attributable to the noncontrolling interest	514		—		514
Comprehensive income (loss) attributable to Holdings	$	372	$	(7)	$	365

Table of Contents

EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued


	Three Months Ended September 30, 2024		Nine Months Ended September 30, 2024
	As Previously Reported		Impact of Revisions		As Revised		As Previously Reported		Impact of Revisions		As Revised
	(in millions)
Consolidated Statements of Comprehensive Income (Loss)
Net income (loss)	$	26	$	2	$	28	$	808	$	(20)	$	788
Other comprehensive income (loss) net of income taxes:
Change in unrealized gains (losses), net of reclassification adjustment	2,255		1		2,256		1,334		—		1,334
Change in market risk benefits - instrument-specific credit risk	(5)		25		20		(133)		14		(119)

Change in defined benefit plan related items not yet recognized in periodic benefit cost, net of reclassification adjustment	11		(1)		10		29		—		29

Total other comprehensive income (loss), net of income taxes	2,058		25		2,083		1,189		14		1,203
Comprehensive income (loss)	2,084		27		2,111		1,997		(6)		1,991
Less: Comprehensive income (loss) attributable to the noncontrolling interest	168		—		168		407		—		407
Comprehensive income (loss) attributable to Holdings	$	1,916	$	27	$	1,943	$	1,590	$	(6)	$	1,584


	Three Months Ended June 30, 2024		Six Months Ended June 30, 2024
	As Previously Reported		Impact of Revisions		As Revised		As Previously Reported		Impact of Revisions		As Revised
	(in millions)
Consolidated Statements of Comprehensive Income (Loss)
Net income (loss)	$	565	$	—	$	565	$	782	$	(22)	$	760
Other comprehensive income (loss) net of income taxes:
Change in unrealized gains (losses), net of reclassification adjustment	(408)		(1)		(409)		(921)		(1)		(922)
Change in market risk benefits - instrument-specific credit risk	(153)		(6)		(159)		(128)		(11)		(139)

Change in defined benefit plan related items not yet recognized in periodic benefit cost, net of reclassification adjustment	10		1		11		18		1		19

Total other comprehensive income (loss), net of income taxes	(476)		(6)		(482)		(869)		(11)		(880)
Comprehensive income (loss)	89		(6)		83		(87)		(33)		(120)
Less: Comprehensive income (loss) attributable to the noncontrolling interest	140		—		140		239		—		239
Comprehensive income (loss) attributable to Holdings	$	(51)	$	(6)	$	(57)	$	(326)	$	(33)	$	(359)

Table of Contents

EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued


	Three Months Ended March 31, 2024
	As Previously Reported		Impact of Revisions		As Revised
	(in millions)
Consolidated Statements of Comprehensive Income (Loss)
Net income (loss)	$	217	$	(22)	$	195


Change in market risk benefits - instrument-specific credit risk	25		(5)		20



Total other comprehensive income (loss), net of income taxes	(393)		(5)		(398)
Comprehensive income (loss)	(176)		(27)		(203)
Less: Comprehensive income (loss) attributable to the noncontrolling interest	99		—		99
Comprehensive income (loss) attributable to Holdings	$	(275)	$	(27)	$	(302)


	Year Ended December 31, 2023
	As Previously Reported		Impact of Revisions		As Revised
	(in millions)
Consolidated Statements of Comprehensive Income (Loss)
Net income (loss)	$	1,643	$	(19)	$	1,624
Other comprehensive income (loss) net of income taxes:
Change in unrealized gains (losses), net of reclassification adjustment	2,377		2		2,379
Change in market risk benefits - instrument-specific credit risk	(1,027)		(22)		(1,049)

Change in defined benefit plan related items not yet recognized in periodic benefit cost, net of reclassification adjustment	(3)		(1)		(4)

Total other comprehensive income (loss), net of income taxes	1,225		(21)		1,204
Comprehensive income (loss)	2,868		(40)		2,828
Less: Comprehensive income (loss) attributable to the noncontrolling interest	351		—		351
Comprehensive income (loss) attributable to Holdings	$	2,517	$	(40)	$	2,477


	Three Months Ended September 30, 2023		Nine Months Ended September 30, 2023
	As Previously Reported		Impact of Revisions		As Revised		As Previously Reported		Impact of Revisions		As Revised
	(in millions)
Consolidated Statements of Comprehensive Income (Loss)
Net income (loss)	$	1,135	$	(16)	$	1,119	$	2,232	$	(20)	$	2,212
Other comprehensive income (loss) net of income taxes:
Change in unrealized gains (losses), net of reclassification adjustment	(1,766)		(17)		(1,783)		(764)		(54)		(818)
Change in market risk benefits - instrument-specific credit risk	(1,086)		(22)		(1,108)		(235)		(8)		(243)

Change in defined benefit plan related items not yet recognized in periodic benefit cost, net of reclassification adjustment	6		1		7		35		—		35

Total other comprehensive income (loss), net of income taxes	(2,667)		(38)		(2,705)		(812)		(62)		(874)
Comprehensive income (loss)	(1,532)		(54)		(1,586)		1,420		(82)		1,338
Less: Comprehensive income (loss) attributable to the noncontrolling interest	64		—		64		230		—		230
Comprehensive income (loss) attributable to Holdings	$	(1,596)	$	(54)	$	(1,650)	$	1,190	$	(82)	$	1,108

Table of Contents

EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued


	Three Months Ended June 30, 2023		Six Months Ended June 30, 2023
	As Previously Reported		Impact of Revisions		As Revised		As Previously Reported		Impact of Revisions		As Revised
	(in millions)
Consolidated Statements of Comprehensive Income (Loss)
Net income (loss)	$	831	$	1	$	832	$	1,097	$	(4)	$	1,093
Other comprehensive income (loss) net of income taxes:
Change in unrealized gains (losses), net of reclassification adjustment	(624)		4		(620)		1,002		(37)		965
Change in market risk benefits - instrument-specific credit risk	(87)		(5)		(92)		851		14		865

Change in defined benefit plan related items not yet recognized in periodic benefit cost, net of reclassification adjustment	9		(1)		8		29		(1)		28

Total other comprehensive income (loss), net of income taxes	(623)		(2)		(625)		1,855		(24)		1,831
Comprehensive income (loss)	208		(1)		207		2,952		(28)		2,924
Less: Comprehensive income (loss) attributable to the noncontrolling interest	75		—		75		166		—		166
Comprehensive income (loss) attributable to Holdings	$	133	$	(1)	$	132	$	2,786	$	(28)	$	2,758


	Year Ended December 31, 2022
	As Previously Reported		Impact of Revisions		As Revised
	(in millions)
Consolidated Statements of Comprehensive Income (Loss)
Net income (loss)	$	2,394	$	(13)	$	2,381
Other comprehensive income (loss) net of income taxes:
Change in unrealized gains (losses), net of reclassification adjustment	(12,606)		36		(12,570)
Change in market risk benefits - instrument-specific credit risk	1,249		23		1,272
Change in liability for future policy benefits - current discount rate	1,074		(1)		1,073
Change in defined benefit plan related items not yet recognized in periodic benefit cost, net of reclassification adjustment	18		1		19

Total other comprehensive income (loss), net of income taxes	(10,311)		59		(10,252)
Comprehensive income (loss)	(7,917)		46		(7,871)
Less: Comprehensive income (loss) attributable to the noncontrolling interest	225		—		225
Comprehensive income (loss) attributable to Holdings	$	(8,142)	$	46	$	(8,096)

Table of Contents

EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued


	Year Ended December 31, 2024
	As Previously Reported		Impact of Revisions		As Revised
	(in millions)
Consolidated Statements of Equity:
Equity, beginning of period	$	4,388	$	(13)	$	4,375
Total Holdings’ equity, beginning of period	2,649		(13)		2,636



















Retained earnings, beginning of year	10,243		7		10,250








Net income (loss) attributable to Holdings	1,307		(27)		1,280



Retained earnings, end of period	10,647		(20)		10,627
Accumulated other comprehensive income (loss), beginning of year	(7,777)		(20)		(7,797)




Other comprehensive income (loss)	(935)		20		(915)
Accumulated other comprehensive income (loss), end of period	(8,712)		—		(8,712)
Total Holdings’ equity, end of period	1,585		(20)		1,565











Total equity, end of period	$	3,443	$	(20)	$	3,423


	Three Months Ended September 30, 2024						Nine Months Ended September 30, 2024
	As Previously Reported		Impact of Revisions		As Revised		As Previously Reported		Impact of Revisions		As Revised
	(in millions)
Consolidated Statements of Equity:
Equity, beginning of period	$	3,385	$	(46)	$	3,339	$	4,388	$	(13)	$	4,375
Total Holdings’ equity, beginning of period	1,644		(46)		1,598		2,649		(13)		2,636



















Retained earnings, beginning of year	10,317		(16)		10,301		10,243		7		10,250








Net income (loss) attributable to Holdings	(134)		2		(132)		408		(20)		388



Retained earnings, end of period	9,977		(13)		9,964		9,977		(13)		9,964
Accumulated other comprehensive income (loss), beginning of year	(8,645)		(30)		(8,675)		(7,777)		(20)		(7,797)




Other comprehensive income (loss)	2,050		24		2,074		1,182		14		1,196
Accumulated other comprehensive income (loss), end of period	(6,595)		(6)		(6,601)		(6,595)		(6)		(6,601)
Total Holdings’ equity, end of period	3,220		(19)		3,201		3,220		(19)		3,201











Total equity, end of period	$	4,975	$	(19)	$	4,956	$	4,975	$	(19)	$	4,956


	Three Months Ended June 30, 2024						Six Months Ended June 30, 2024
	As Previously Reported		Impact of Revisions		As Revised		As Previously Reported		Impact of Revisions		As Revised
	(in millions)
Consolidated Statements of Equity:
Equity, beginning of period	$	3,755	$	(40)	$	3,715	$	4,388	$	(13)	$	4,375
Total Holdings’ equity, beginning of period	2,032		(40)		1,992		2,649		(13)		2,636



















Retained earnings, beginning of year	10,110		(15)		10,095		10,243		7		10,250








Net income (loss) attributable to Holdings	428		—		428		542		(22)		520



Retained earnings, end of period	10,317		(16)		10,301		10,317		(16)		10,301
Accumulated other comprehensive income (loss), beginning of year	(8,166)		(25)		(8,191)		(7,777)		(20)		(7,797)




Other comprehensive income (loss)	(479)		(5)		(484)		(868)		(10)		(878)
Accumulated other comprehensive income (loss), end of period	(8,645)		(30)		(8,675)		(8,645)		(30)		(8,675)
Total Holdings’ equity, end of period	1,644		(46)		1,598		1,644		(46)		1,598











Total equity, end of period	$	3,385	$	(46)	$	3,339	$	3,385	$	(46)	$	3,339

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued


	Three Months Ended March 31, 2024
	As Previously Reported		Impact of Revisions		As Revised

Consolidated Statements of Equity:
Equity, beginning of period	$	4,388	$	(13)	$	4,375
Total Holdings’ equity, beginning of period	2,649		(13)		2,636



















Retained earnings, beginning of year	10,243		7		10,250








Net income (loss) attributable to Holdings	114		(22)		92



Retained earnings, end of period	10,110		(15)		10,095
Accumulated other comprehensive income (loss), beginning of year	(7,777)		(20)		(7,797)




Other comprehensive income (loss)	(389)		(5)		(394)
Accumulated other comprehensive income (loss), end of period	(8,166)		(25)		(8,191)
Total Holdings’ equity, end of period	2,032		(40)		1,992











Total equity, end of period	$	3,755	$	(40)	$	3,715


	Year Ended December 31, 2023
	As Previously Reported		Impact of Revisions		As Revised
	(in millions)
Consolidated Statements of Equity:
Equity, beginning of period	$	3,141	$	27	$	3,168
Total Holdings’ equity, beginning of period	1,401		27		1,428



















Retained earnings, beginning of year	9,825		26		9,851








Net income (loss) attributable to Holdings	1,302		(19)		1,283



Retained earnings, end of period	10,243		7		10,250
Accumulated other comprehensive income (loss), beginning of year	(8,992)		1		(8,991)




Other comprehensive income (loss)	1,215		(21)		1,194
Accumulated other comprehensive income (loss), end of period	(7,777)		(20)		(7,797)
Total Holdings’ equity, end of period	2,649		(13)		2,636











Total equity, end of period	$	4,388	$	(13)	$	4,375


	Three Months Ended September 30, 2023						Nine Months Ended September 30, 2023
	As Previously Reported		Impact of Revisions		As Revised		As Previously Reported		Impact of Revisions		As Revised
	(in millions)
Consolidated Statements of Equity:
Equity, beginning of period	$	5,260	$	(1)	$	5,259	$	3,141	$	27	$	3,168
Total Holdings’ equity, beginning of period	3,553		(1)		3,552		1,401		27		1,428



















Retained earnings, beginning of year	10,325		22		10,347		9,825		26		9,851








Net income (loss) attributable to Holdings	1,064		(16)		1,048		2,000		(20)		1,980



Retained earnings, end of period	11,163		6		11,169		11,163		6		11,169
Accumulated other comprehensive income (loss), beginning of year	(7,142)		(23)		(7,165)		(8,992)		1		(8,991)




Other comprehensive income (loss)	(2,660)		(38)		(2,698)		(810)		(62)		(872)
Accumulated other comprehensive income (loss), end of period	(9,802)		(61)		(9,863)		(9,802)		(61)		(9,863)
Total Holdings’ equity, end of period	1,642		(55)		1,587		1,642		(55)		1,587











Total equity, end of period	$	3,281	$	(55)	$	3,226	$	3,281	$	(55)	$	3,226

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements (Unaudited), Continued


	Three Months Ended June 30, 2023						Six Months Ended June 30, 2023
	As Previously Reported		Impact of Revisions		As Revised		As Previously Reported		Impact of Revisions		As Revised
	(in millions)
Consolidated Statements of Equity:
Equity, beginning of period	$	5,471	$	22	$	5,493	$	3,141	$	27	$	3,168
Total Holdings’ equity, beginning of period	3,754		(1)		3,753		1,401		27		1,428



















Retained earnings, beginning of year	9,806		21		9,827		9,825		26		9,851








Net income (loss) attributable to Holdings	759		1		760		936		(4)		932



Retained earnings, end of period	10,325		22		10,347		10,325		22		10,347
Accumulated other comprehensive income (loss), beginning of year	(6,516)		(22)		(6,538)		(8,992)		1		(8,991)




Other comprehensive income (loss)	(626)		(1)		(627)		1,850		(24)		1,826
Accumulated other comprehensive income (loss), end of period	(7,142)		(23)		(7,165)		(7,142)		(23)		(7,165)
Total Holdings’ equity, end of period	3,553		(1)		3,552		3,553		(1)		3,552











Total equity, end of period	$	5,260	$	(1)	$	5,259	$	5,260	$	(1)	$	5,259


	Year Ended December 31, 2022
	As Previously Reported		Impact of Revisions		As Revised
	(in millions)
Consolidated Statements of Equity:
Equity, beginning of period	$	11,927	$	(7)	$	11,920
Total Holdings’ equity, beginning of period	10,351		(7)		10,344



















Retained earnings, beginning of year	8,413		40		8,453








Net income (loss) attributable to Holdings	2,153		(13)		2,140



Retained earnings, end of period	9,825		26		9,851
Accumulated other comprehensive income (loss), beginning of year	1,303		(58)		1,245




Other comprehensive income (loss)	(10,295)		59		(10,236)
Accumulated other comprehensive income (loss), end of period	(8,992)		1		(8,991)
Total Holdings’ equity, end of period	1,401		27		1,428











Total equity, end of period	$	3,141	$	27	$	3,168

EQUITABLE HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


	Year Ended December 31, 2024		Nine Months Ended September 30, 2024
	As Previously Reported		Impact of Revisions		As Revised		As Previously Reported		Impact of Revisions		As Revised
	(in millions)
Consolidated Statements of Cash Flows:
Cash flows from operating activities:
Net income (loss)	$	1,823	$	(27)	$	1,796	$	808	$	(20)	$	788
Adjustments to reconcile Net income (loss) to Net cash provided by (used in) operating activities:
Interest credited to policyholders’ account balances	2,499		(6)		2,493		1,879		—		1,879








Amortization and depreciation	860		8		868		640		6		646
Remeasurement of liability for future policy benefits	6		(12)		(6)		9		(12)		(3)
Change in market risk benefits	(1,971)		31		(1,940)		(1,154)		31		(1,123)




Reinsurance recoverable	(866)		(2)		(868)		(612)		(2)		(614)



Current and deferred income taxes	322		(7)		315		181		(5)		176
Other, net	117		15		132		255		2		257
Net cash provided by (used in) operating activities	$	2,006	$	—	$	2,006	$	1,606	$	—	$	1,606


	Six Months Ended June 30, 2024		Three Months Ended March 31, 2024
	As Previously Reported		Impact of Revisions		As Revised		As Previously Reported		Impact of Revisions		As Revised
	(in millions)
Consolidated Statements of Cash Flows:
Cash flows from operating activities:
Net income (loss)	$	782	$	(22)	$	760	$	217	$	(22)	$	195
Adjustments to reconcile Net income (loss) to Net cash provided by (used in) operating activities:
Interest credited to policyholders’ account balances	1,171		7		1,178		566		13		579








Amortization and depreciation	429		5		434		240		1		241
Remeasurement of liability for future policy benefits	(7)		5		(2)		1		4		5
Change in market risk benefits	(1,233)		13		(1,220)		(1,100)		12		(1,088)




Reinsurance recoverable	(626)		(2)		(628)		(375)		(2)		(377)



Current and deferred income taxes	155		(6)		149		85		(6)		79

Net cash provided by (used in) operating activities	$	923	$	—	$	923	$	31	$	—	$	31


	Year Ended December 31, 2023		Nine Months Ended September 30, 2023
	As Previously Reported		Impact of Revisions		As Revised		As Previously Reported		Impact of Revisions		As Revised
	(in millions)
Consolidated Statements of Cash Flows:
Cash flows from operating activities:
Net income (loss)	$	1,643	$	(19)	$	1,624	$	2,232	$	(20)	$	2,212
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Interest credited to policyholders’ account balances	2,083		(42)		2,041		1,520		(20)		1,500








Amortization and depreciation	812		9		821		576		5		581
Remeasurement of liability for future policy benefits	75		11		86		46		34		80
Change in Market Risk Benefits	(1,807)		(8)		(1,815)		(1,772)		8		(1,764)




Reinsurance recoverable	(1,471)		2		(1,469)		(1,106)		2		(1,104)


Future policy benefits	329		—		329		196		1		197
Current and deferred income taxes	(1,163)		(5)		(1,168)		(868)		(6)		(874)
Other, net	(239)		52		(187)		584		(4)		580
Net cash provided by (used in) operating activities	$	(208)	$	—	$	(208)	$	185	$	—	$	185

EQUITABLE HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


	Six Months Ended June 30, 2023
	As Previously Reported		Impact of Revisions		As Revised
	(in millions)
Consolidated Statements of Cash Flows:
Cash flows from operating activities:
Net income (loss)	$	1,097	$	(4)	$	1,093
Adjustments to reconcile Net income (loss) to Net cash provided by (used in) operating activities:
Interest credited to policyholders’ account balances	964		(16)		948








Amortization and depreciation	380		21		401

Change in market risk benefits	(955)		10		(945)








Current and deferred income taxes	(1,177)		(2)		(1,179)
Other, net	65		(9)		56
Net cash provided by (used in) operating activities	$	(226)	$	—	$	(226)


	Year Ended December 31, 2022
	As Previously Reported		Impact of Revisions		As Revised
	(in millions)
Consolidated Statements of Cash Flows:
Cash flows from operating activities:
Net income (loss)	$	2,394	$	(13)	$	2,381
Adjustments to reconcile Net income (loss) to Net cash provided by (used in) operating activities:
Interest credited to policyholders’ account balances	1,410		5		1,415






Non-cash long term incentive compensation expense	286		(11)		275

Amortization and depreciation	636		18		654

Change in market risk benefits	(1,280)		47		(1,233)







Future policy benefits	(495)		(15)		(510)
Current and deferred income taxes	470		(3)		467
Other, net	(74)		(28)		(102)
Net cash provided by (used in) operating activities	$	(250)	$	—	$	(250)

EQUITABLE HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

21) SUBSEQUENT EVENTS

AB Tender Offer

On February 24, 2025, Holdings commenced a cash tender offer (the “Offer”) to purchase up to 46 million AB Holding Units at a price of $38.50 per unit, less any applicable tax withholding, for an aggregate purchase price of $1.8 billion. On April 3, 2025, Holdings purchased 19.7 million AB Holdings Units pursuant to the Offer for an aggregate cost of $758 million. The AB Holdings Units accepted for purchase represent approximately 17.9% of the outstanding units as of March 31, 2025. After giving effect to such purchase, Holdings owns approximately 68.5% of the economic interest in AllianceBernstein L.P., the operating partnership of AB Holding.

Series B Preferred Stock Tender Offer

On March 12, 2025, Equitable announced a tender offer to purchase for cash any and all of the outstanding Series B Depositary Share each representing a 1/25th interest in a share of Equitable Holdings, Inc.’s 4.950% Fixed Rate Reset Noncumulative Perpetual Preferred Stock, Series B, par value $1.00 per share, liquidation preference $25,000 per share (equivalent to $1,000 per Series B Depositary Share) at the tender offer price of $1,000 per Series B Depositary Share, plus an amount equal to accrued, unpaid and undeclared dividends from, and including December 15, 2024, to, but excluding, the date on which such payment is made, net to the seller in cash, less any applicable withholding taxes and without interest. On April 11, 2025, Holdings redeemed and retired 279 million of Series B Preferred Stock using proceeds from our Junior Subordinated Debt issuance.

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in its entirety and in conjunction with the consolidated financial statements and related notes contained in Part I, Item 1 of this Quarterly Report on Form 10-Q, as well as “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section contained in our Annual Report on Form 10-K for the year ended December 31, 2024 (“2024 Form 10-K”).

In addition to historical data, this discussion contains forward-looking statements about our business, operations and financial performance based on current expectations that involve risks, uncertainties and assumptions. Actual results may differ materially from those discussed in the forward-looking statements as a result of various factors. See the Note Regarding Forward-Looking Statements and Information. Investors are directed to consider the risks and uncertainties discussed in Part II, Item 1A of this Quarterly Report on Form 10-Q, as well as in other documents we have filed with the SEC.

Executive Summary

Overview

We are one of America’s leading financial services companies, providing: (i) advice and solutions for helping Americans set and meet their retirement goals and protect and transfer their wealth across generations; and (ii) a wide range of investment management insights, expertise and innovations to drive better investment decisions and outcomes for clients worldwide.

We manage our business through six segments: Individual Retirement, Group Retirement, Asset Management, Protection Solutions, Wealth Management and Legacy. We report certain activities and items that are not included in these segments in Corporate and Other. See Note 17 of the Notes to the Consolidated Financial Statements for further information on our segments.

We benefit from our complementary mix of businesses. This business mix provides diversity in our earnings sources, which helps offset fluctuations in market conditions and variability in business results, while offering growth opportunities.

Overview of Recent Developments

RGA Reinsurance Transaction

On February 23, 2025, Equitable Financial, as well as Equitable America and Equitable Financial L&A, entered into a Master Transaction Agreement with RGA pursuant to which, at closing and subject to the terms and conditions set forth in such agreement, RGA would enter into reinsurance agreements, as reinsurer, with each such subsidiary, as ceding company, to effect the RGA Reinsurance Transaction. The transaction is expected to reinsure 75% of such ceding companies’ in-force individual life insurance block, and upon closing, generate total value for Holdings of over $2 billion, which includes a positive ceding commission and capital release, and is expected to close in mid-2025, subject to regulatory approval.

Novation

As a result of the novation of certain Legacy VA policies completed during the first quarter, the Company recorded a loss of $499 million in pre-tax net income and an increase of $263 million in pre-tax AOCI, for a total impact loss of $236 million. The negative net income impact is mostly driven by the reduction of the Purchase MRB asset of $2.0 billion and the reduction of liabilities for MRB of $1.6 billion, offset by a decrease in Deposit accounting liability of $183 million. Purchase MRB asset reduction is larger than the Direct MRB liability reduction is because the Venerable reinsurance assets sit in a collateralized trust and thus materially reduces the non-performance risk. Deposit account liability decreases as novation leads to faster amortization of the liability. The novation impact from the base variable annuity contracts and the contracts in payout status is less material, as the decrease in policyholders’ account balance of $33 million and decrease in Liability for future policyholders’ benefits of $458 million is largely offset by a decrease in Amounts due to reinsurers of $432 million.

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Tender Offer

Term Loan Agreement

In connection with the commencement of the Offer described in the precedent paragraph, Holdings entered into the 364-Day Term Loan Credit Agreement (the “Term Loan Agreement”) with respect to a $500 million senior unsecured delayed-draw term loan (the “Term Loan”). The Term Loan was intended to be used, along with available cash and cash equivalents, to fund the Offer and related fees and expenses. The Term Loan was available to be drawn at any time on or prior to April 24, 2025 and would have matured 364 days from the date of funding. However, on April 15, 2025, Holdings elected not to request any such Term Loan, as it was unnecessary to fund the Offer, and the Term Loan Agreement was terminated effective April 3, 2025.

Macroeconomic and Industry Trends

Our business and consolidated results of operations are significantly affected by economic conditions and consumer confidence, conditions in the global capital markets and the interest rate environment.

Financial and Economic Environment

U.S. equity markets posted losses in the first quarter 2025, with the S&P 500 returning (4.3)% (including dividends). In March 2025, the U.S. Federal Reserve (the “Fed”) adjusted its forecasts, lowering the U.S. growth forecast for 2025 to 1.7% from the previous estimate of 2.1%. Additionally, the Fed raised its inflation outlook to 2.7% from 2.5%.

A wide variety of factors continue to impact financial and economic conditions. These factors include, among others, uncertainty regarding the federal debt limit, high fuel and energy costs, changes in fiscal or monetary policy and geopolitical tensions. The Russian invasion of the Ukraine, the Israel-Hamas war and broader Middle Eastern hostilities, including with Hezbollah in Lebanon and Iran, and the ensuing conflicts and the sanctions and other measures imposed in response to these conflicts, have significantly contributed to volatility in the financial markets and have increased the level of economic and political uncertainty. Consumer and economic uncertainty due to rapid changes in global trade policies, including announced tariff increases and potential additional tariff increases, are also causing market volatility and heightening concerns regarding inflation. For further information on the risk of increased volatility in the financial markets to our business, see “Risk Factors—Risks Relating to Conditions in the Financial Markets and the Economy—Conditions in the global capital markets and the economy and Equity market declines and volatility” in the Annual Report on Form 10-K for the year ended December 31, 2024.

Stressed conditions, volatility and disruptions in the capital markets, particular markets, or financial asset classes can have an adverse effect on us, in part because we have a large investment portfolio. In addition, our insurance liabilities and derivatives are sensitive to changing market factors, including equity market performance and interest rates. An increase in market volatility could continue to affect our business, including through effects on the yields we earn on invested assets, changes in required reserves and capital and fluctuations in the value of our AUM, AV or AUA from which we derive our fee income. These effects could be exacerbated by uncertainty about future fiscal policy, changes in tax policy, the scope of potential deregulation and levels of global trade.

The potential for increased volatility could pressure sales and reduce demand for our products as consumers consider purchasing alternative products to meet their objectives. In addition, this environment could make it difficult to consistently develop products that are attractive to customers. Financial performance can be adversely affected by market volatility and equity market declines as fees driven by AV and AUM fluctuate, hedging costs increase and revenues decline due to reduced sales and increased outflows.

We monitor the behavior of our customers and other factors, including mortality rates, morbidity rates, annuitization rates and lapse and surrender rates, which change in response to changes in capital market conditions, to ensure that our products and solutions remain attractive and profitable. For additional information on our sensitivity to interest rates and capital market prices, see “Quantitative and Qualitative Disclosures About Market Risk” in the 2024 Form 10-K.

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Regulatory Developments

Our U.S. life insurance subsidiaries are regulated primarily at the state level, with some policies and products also subject to federal regulation. Holdings and its insurance subsidiaries are subject to regulation under the insurance holding company laws of various U.S. jurisdictions. On an ongoing basis, regulators refine capital requirements and introduce new reserving standards. Regulations recently adopted or currently under review can potentially impact our statutory reserve, capital requirements and profitability of the industry and result in increased regulation and oversight for the industry.

Insurance Regulation

Regulation of Investments

The NAIC is evaluating the risks associated with insurers’ investments in certain categories of structured securities, including CLOs. In 2023, the NAIC approved interim rules that raise capital requirements for holdings of CLO and other asset-backed security residual interests. Effective January 1, 2024, the NAIC adopted an amendment to the Purposes and Procedures Manual of the NAIC Investment Analysis Office (the “Purposes and Procedures Manual”) to give the NAIC’s Structured Securities Group, housed within the NAIC’s Securities Valuation Office (the “SVO”), responsibility for modeling CLO securities and evaluating tranche level losses across all debt and equity tranches under a series of calibrated and weighted collateral stress scenarios in order to assign NAIC Designations. Under the amended Purposes and Procedures Manual, CLO investments will no longer be broadly exempt from filing with the SVO based on ratings from credit rating providers. The NAIC’s goal is to ensure that the weighted average RBC factor for owning all tranches of a CLO more closely aligns with what would be required for directly owning all of the underlying loan collateral, in order to avoid RBC arbitrage.The Purposes and Procedures Manual requires insurers to begin reporting the financially modeled NAIC Designations for CLOs with their year-end 2025 financial statement. The NAIC is collaborating with interested parties to refine the process for modeling CLO investments.

In related work, the NAIC’s Financial Condition (E) Committee launched a holistic review of the insurance regulatory framework related to insurer investment risk regulation, on which work began in 2023. The primary objective is to highlight areas where the insurance regulatory framework and the SVO can be enhanced to strengthen oversight of insurers’ investments in complex assets. The proposed changes to modernize investment oversight include (i) reducing / eliminating “blind” reliance on credit rating providers while continuing to use them by implementing a due diligence framework that oversees the effectiveness of credit rating providers; and (ii) bolstering the SVO’s risk analysis capabilities by investing in a risk analytics tool and adding specialized personnel.

In November 2024, the NAIC adopted an amendment to the Purposes and Procedures Manual that sets forth procedures for SVO staff to identify and evaluate a filing-exempt security with an NAIC Designation determined by a rating that appears to be an unreasonable assessment of investment risk. The procedures include, without limitation, sending an information request to insurers that hold the security under review and determining whether the NAIC Designation is three or more notches different from the SVO’s assessment, which would allow the SVO to request the removal of the credit rating from the filing exempt process. At any time during the process, an alternate credit rating may be requested and, if one is received, it will be incorporated into the filing exempt process. The Purposes and Procedures Manual amendment is scheduled to become effective on January 1, 2026.

In February 2025, the NAIC announced the formation of a new Risk-Based Capital Model Governance (EX) Task Force. The purpose of the new task force is to provide executive-level oversight and coordination of the various NAIC groups that are reviewing RBC-related standards. The new task force is also charged with completing a comprehensive gap analysis to identify gaps in the current RBC framework and developing guiding principles for future RBC adjustments.

Reinsurance

The NAIC is currently considering a proposal to require asset adequacy analysis for certain reinsurance transactions and has exposed a draft actuarial guideline proposing enhancements to reserve adequacy requirements, which is expected to be adopted in 2025 for reserves reported as of December 31, 2025 in an insurer’s annual statement.EQH is currently assessing the effect, if any, on EQH, if enhanced asset adequacy testing was required in connection with reinsurance transactions.

Derivatives Regulation and Clearing of Treasury Securities

In 2023, the SEC adopted rules to require that covered clearing agencies have policies and procedures reasonably designed to require every direct participant of the agency to submit for clearing eligible secondary market transactions in U.S. Treasury securities.

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Following a February 25, 2025 extension by the SEC, the rule effectively requires such participants to clear eligible cash transactions in U.S. Treasury securities beginning on December 31, 2026, and clear eligible repurchase and reverse repurchase transactions in U.S. Treasury securities beginning on June 30, 2027. As a result, certain transactions between such participants and us will be required to be cleared. The rule’s potential effect on the U.S. Treasury markets is uncertain.

Fiduciary Rules

In 2023, the U.S. Department of Labor (the “DOL”) proposed a regulation to change the definition of “fiduciary” for purposes of the Employee Retirement Income Security Act of 1974 (“ERISA”) and parallel provisions of the Internal Revenue Code of 1986, as amended (the “Code”), when a financial professional, including an insurance producer, provides investment advice, and proposed amendments to various existing prohibited transaction exemptions (“PTEs”), including PTE 84-14 that financial professionals rely on when they make investment recommendations to retirement investors. On April 23, 2024, the DOL finalized and published this new definition of “fiduciary” for purposes of ERISA and parallel provisions of the Code and finalized and published amendments to these PTEs (the new definition and the PTE amendments collectively, the “Final Rule”).

Various industry groups brought litigation against the DOL seeking a variety of remedies for the Final Rule. On July 25, 2024, the U.S. District Court for the Eastern District of Texas (the “E.D. Tex.”) issued a stay of the effective date of portions of the Final Rule. On July 26, 2024, the U.S. District Court for the Northern District of Texas (the “N.D. Tex.”) issued a stay of the effective date of the Final Rule as a whole. As a result of these court opinions, it is uncertain whether the Final Rule will become effective. The DOL appealed the stays issued in these cases to the U.S. Court of Appeals for the Fifth Circuit, but in early 2025, the court granted the DOL’s motion to pause proceedings while it reviews its posture on these cases. While this litigation proceeds, we are evaluating the potential impact of the Final Rule on our business, particularly as it pertains to the sale of insurance products to retirement investors.

For additional information on regulatory developments and the risks we face, see “Business—Regulation” and “Risk Factors—Legal and Regulatory Risks” in the 2024 Form 10-K.

Revenues

Our revenues come from three principal sources:

•fee income derived from our retirement and protection products and our asset management services;

•premiums from our traditional life insurance and annuity products; and

•investment income from our General Account investment portfolio.

Our fee income varies directly in relation to the amount of the underlying AV or benefit base of our retirement and protection products, the amount of AUM and AUA in our Wealth Management business, and the amount of AUM in our Asset Management business. AV and AUM, each as defined in “Key Operating Measures,” are influenced by changes in economic conditions, primarily equity market returns, as well as net flows. Our premium income is driven by the growth in new policies written and the persistency of our in-force policies, both of which are influenced by a combination of factors, including our efforts to attract and retain customers and market conditions that influence demand for our products. Our investment income is driven by the yield on our General Account investment portfolio and is impacted by the prevailing level of interest rates as we reinvest cash associated with maturing investments and net flows to the portfolio.

Benefits and Other Deductions

Our primary expenses are:

• policyholders’ benefits and interest credited to policyholders’ account balances;

• sales commissions and compensation paid to intermediaries and advisors that distribute our products and services; and

• compensation and benefits provided to our employees and other operating expenses.

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Policyholders’ benefits are driven primarily by mortality, customer withdrawals, and benefits which change in response to changes in capital market conditions. In addition, some of our policyholders’ benefits are directly tied to the AV and benefit base of our variable annuity products. Interest credited to policyholders varies in relation to the amount of the underlying AV or benefit base. Sales commissions and compensation paid to intermediaries and advisors vary in relation to premium and fee income generated from these sources, whereas compensation and benefits to our employees are more constant and impacted by market wages and decline with increases in efficiency. Our ability to manage these expenses across various economic cycles and products is critical to the profitability of our company.

Net Income Volatility

We have offered and continue to offer variable annuity products with GMxB features. The future claims exposure on these features is sensitive to movements in the equity markets and interest rates. Accordingly, we have implemented hedging and reinsurance programs designed to mitigate the economic exposure to us from these features due to equity market and interest rate movements. We are using a combination of General Account assets and derivatives to manage duration gap on an economic basis. The changes in the values of the derivatives associated with these programs due to equity and interest rate movements, together with the GMxB MRBs assets and liabilities are recognized in net income in the periods in which they occur, while the General Account asset gains and losses are recognized in OCI resulting in an offset between OCI and net income. In addition, we conduct macro hedging to protect our statutory capital which could also cause net income volatility as further described below. Net income is also impacted by changes in our reinsurers credit spread, while changes in the Company’s credit spread is recorded in OCI. See “—Significant Factors Impacting Our Results—Impact of Hedging and GMxB Reinsurance on Results.”

In addition to our dynamic hedging strategy, we have static hedge positions designed to mitigate the adverse impact of changing market conditions on our statutory capital. We believe this program will continue to preserve the economic value of our variable annuity contracts and better protect our target variable annuity asset level. However, these static hedge positions increase the size of our derivative positions and may result in additional net income volatility on a period-over-period basis.

Due to the impacts on our net income of equity market and interest rate movements and other items that are not part of the underlying profitability drivers of our business, we evaluate and manage our business performance using Non-GAAP Operating Earnings, a Non-GAAP financial measure that is intended to remove these impacts from our results. See “—Key Operating Measures—Non-GAAP Operating Earnings.”

Significant Factors Impacting Our Results

The following significant factors have impacted, and may in the future impact, our financial condition, results of operations or cash flows.

Impact of Hedging and GMxB Reinsurance on Results

•Variable annuity hedging programs. We use a dynamic hedging program (within this program, generally, we reevaluate our economic exposure at least daily and rebalance our hedge positions accordingly) to mitigate certain risks associated with the GMxB features that are embedded in our liabilities for our variable annuity products. This program utilizes various derivative instruments that are managed in an effort to reduce the economic impact of unfavorable changes in GMxB features’ exposures attributable to movements in the equity markets and interest rates. Although this program is designed to provide a measure of economic protection against the impact of adverse market conditions, it does not qualify for hedge accounting treatment. Accordingly, changes in value of the derivatives will be recognized in the period in which they occur with offsetting changes in reserves recognized in the current period. In addition, we utilize AFS fixed maturity securities in our General Account to mitigate the economic impact of unfavorable changes in GMxB features’ exposures attributable to movements in interest rates. However, the economic effect of interest rate changes on such securities is reflected in OCI, which results in net income volatility as the economic effect of interest rates on our GMxB MRB liabilities is reflected in net income.

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•In addition to our dynamic hedging program, we have a hedging program using static hedge positions (derivative positions intended to be HTM with less frequent re-balancing) to protect our statutory capital against stress scenarios. This program, in addition to our dynamic hedge program, has increased the size of our derivative positions, resulting in additional net income volatility. The impacts are most pronounced for variable annuity products.

•GMxB reinsurance contracts. Historically, GMxB reinsurance contracts were used to cede to non-affiliated reinsurers a portion of our exposure to variable annuity products that offer GMxB features. We account for the reinsurance contracts as MRBs and report them at fair value. In addition, on June 1, 2021, we ceded legacy variable annuity policies sold by Equitable Financial between 2006-2008 (the “Block”), comprised of non-New York “Accumulator” policies containing fixed rate GMIB and/or GMDB guarantees.

Effect of Assumption Updates on Operating Results

During the third quarter of each year, we conduct our annual review of the assumptions underlying the valuation of DAC, deferred sales inducement assets, unearned revenue liabilities, liabilities for future policyholder benefits and MRBs for our Individual Retirement, Group Retirement, Protection Solutions, and Legacy segments (assumption reviews are not relevant for the Asset Management and Wealth Management segments). Assumptions are based on a combination of Company experience, industry experience, management actions and expert judgement and reflect our best estimate as of the date of the applicable financial statements.

Most of the variable annuity products, variable universal life insurance and universal life insurance products we offer maintain policyholder deposits that are reported as liabilities and classified within either Separate Accounts liabilities or policyholder account balances. Our products and riders also impact liabilities for future policyholder benefits, MRBs and unearned revenues and assets for DAC and DSI. The valuation of these assets and liabilities (other than deposits) is based on differing accounting methods depending on the product, each of which requires numerous assumptions and considerable judgment. The accounting guidance applied in the valuation of these assets and liabilities includes, but is not limited to, the following: (i) traditional life insurance products for which assumptions are updated annually to estimate the value of future death, morbidity or income benefits; (ii) universal life insurance and variable life insurance secondary guarantees for which benefit liabilities are determined by estimating the expected value of death benefits payable when the account balance is projected to be zero and recognizing those benefits ratably over the accumulation period based on total expected assessments; and (iii) certain product guarantees reported as MRBs at fair value.

For further details of our accounting policies and related judgments pertaining to assumption updates, see Note 2 of the Notes to the Consolidated Financial Statements.

Key Operating Measures

In addition to our results presented in accordance with U.S. GAAP, we report Non-GAAP Operating Earnings, and Non-GAAP operating common EPS, each of which is a measure that is not determined in accordance with U.S. GAAP. Management principally uses these Non-GAAP financial measures in evaluating performance because they present a clearer picture of our operating performance and they allow management to allocate resources. Similarly, management believes that the use of these Non-GAAP financial measures, together with relevant U.S. GAAP measures, provide investors with a better understanding of our results of operations and the underlying profitability drivers and trends of our business. These Non-GAAP financial measures are intended to remove from our results of operations the impact of market changes (where there is a mismatch in the valuation of assets and liabilities) as well as certain other expenses which are not part of our underlying profitability drivers or likely to re-occur in the foreseeable future, as such items fluctuate from period-to-period in a manner inconsistent with these drivers. These measures should be considered supplementary to our results that are presented in accordance with U.S. GAAP and should not be viewed as a substitute for the U.S. GAAP measures. Other companies may use similarly titled Non-GAAP financial measures that are calculated differently from the way we calculate such measures. Consequently, our Non-GAAP financial measures may not be comparable to similar measures used by other companies.

We also discuss certain operating measures, including AUM, AUA, AV, Protection Solutions reserves and certain other operating measures, which management believes provide useful information about our businesses and the operational factors underlying our financial performance.

Non-GAAP Operating Earnings

Non-GAAP Operating Earnings is an after-tax Non-GAAP financial measure used to evaluate our financial performance on a consolidated basis that is determined by making certain adjustments to our consolidated after-tax net income attributable to Holdings.

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The most significant of such adjustments relates to our derivative positions, which protect economic value and statutory capital, and the variable annuity product MRBs. This is a large source of volatility in net income.

Non-GAAP Operating Earnings equals our consolidated after-tax net income attributable to Holdings adjusted to eliminate the impact of the following items:

•Investment (gains) losses, which includes credit loss impairments of securities/investments, sales or disposals of securities/investments, realized capital gains/losses and valuation allowances;

Because Non-GAAP Operating Earnings excludes the foregoing items that can be distortive or unpredictable, management believes that this measure enhances the understanding of our underlying drivers of profitability and trends in our business, thereby allowing management to make decisions that will positively impact our business.

We use the prevailing corporate federal income tax rate of 21% while taking into account any non-recurring differences for events recognized differently in our financial statements and federal income tax returns as well as partnership income taxed at lower rates when reconciling Net income (loss) attributable to Holdings to Non-GAAP Operating Earnings.

The table below presents a reconciliation of net income (loss) attributable to Holdings to Non-GAAP Operating Earnings:


	Three Months Ended March 31,
		2025		2024
		(in millions)
Net income (loss) attributable to Holdings		$	63	$	92
Adjustments related to:
Variable annuity product features (1)		211		330
Investment (gains) losses		14		39
Net actuarial (gains) losses related to pension and other postretirement benefit obligations		11		17
Other adjustments (2)		205		91
Income tax expense (benefit) related to above adjustments		(92)		(100)
Non-recurring tax items		9		8
Non-GAAP Operating Earnings		$	421	$	477

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_____________

(1)As a result of the novation of certain Legacy VA policies completed during the first quarter, the Company recorded a loss of $499 million in pre-tax net income and an increase of $263 million in pre-tax AOCI, for a total impact loss of $236 million.

(2)Includes a loss of $165 million on Non-VA derivatives for the three months ended March 31, 2025 and includes certain gross legal expenses related to the COI litigation of $106 million for the three months ended 2024.

We calculate Non-GAAP Operating ROE by dividing Non-GAAP Operating Earnings for the previous twelve calendar months by consolidated average equity attributable to Holdings’ common shareholders, excluding AOCI. AOCI fluctuates period-to-period in a manner inconsistent with our underlying profitability drivers as the majority of such fluctuation is related to the market volatility of the unrealized gains and losses associated with our AFS securities. Therefore, we believe excluding AOCI is more effective for analyzing the trends of our operations.

The following table presents return on average equity attributable to Holdings’ common shareholders, excluding AOCI and Non-GAAP Operating ROE for the trailing twelve months:


	Trailing Twelve Months Ended March 31, 2025
	(Dollars in millions)
Net income (loss) available to Holdings’ common shareholders	$	1,171
Average equity attributable to Holdings’ common shareholders, excluding AOCI	$	8,546
Return on average equity attributable to Holdings’ common shareholders, excluding AOCI	13.7		%

Non-GAAP Operating Earnings available to Holdings’ common shareholders	$	1,868
Average equity attributable to Holdings’ common shareholders, excluding AOCI	$	8,546
Non-GAAP Operating ROE	21.9		%

Non-GAAP Operating Common EPS

Non-GAAP operating common EPS is calculated by dividing Non-GAAP Operating Earnings by diluted common shares outstanding. The following table sets forth Non-GAAP operating common EPS:


	Three Months Ended March 31,
		2025		2024
		(per share amounts)
Net income (loss) attributable to Holdings		$	0.20	$	0.27
Less: Preferred stock dividends		0.04		0.04
Net income (loss) available to Holdings’ common shareholders		0.16		0.23
Adjustments related to:
Variable annuity product features (1)		0.68		0.99
Investment (gains) losses		0.04		0.12
Net actuarial (gains) losses related to pension and other postretirement benefit obligations		0.04		0.05
Other adjustments (2)		0.64		0.28
Income tax expense (benefit) related to above adjustments		(0.29)		(0.30)
Non-recurring tax items		0.03		0.02
Non-GAAP operating common EPS		$	1.30	$	1.39

______________

(1)As a result of the novation of certain Legacy VA policies completed during the first quarter, the Company recorded a loss of $1.60 for the three months ended March 31, 2025.

(2)Includes a loss of $0.53 on Non-VA derivatives for the three months ended March 31, 2025 and includes certain gross legal expenses related to the COI litigation of $0.32 for the three months ended 2024.

Assets Under Management

AUM means investment assets that are managed by one of our subsidiaries and includes: (i) assets managed by AB; (ii) the assets in our General Account investment portfolio; and (iii) the Separate Accounts assets of our Individual Retirement, Group Retirement and Protection Solutions businesses. Total AUM reflects exclusions between segments to avoid double counting.

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Assets Under Administration

AUA includes non-insurance client assets that are invested in our savings and investment products or serviced by our Equitable Advisors platform. We provide administrative services for these assets and generally record the revenues received as distribution fees.

Account Value

AV generally equals the aggregate policy account value of our retirement products. General Account AV refers to account balances in investment options that are backed by the General Account while Separate Accounts AV refers to Separate Accounts investment assets.

Protection Solutions Reserves

Protection Solutions Reserves equals the aggregate value of policyholders’ account balances and future policy benefits for policies in our Protection Solutions segment.

Consolidated Results of Operations

Our consolidated results of operations are significantly affected by conditions in the capital markets and the economy because we offer market sensitive products. These products have been a significant driver of our results of operations. Because the future claims exposure on these products is sensitive to movements in the equity markets and interest rates, we have in place various hedging and reinsurance programs that are designed to mitigate the economic risk of movements in the equity markets and interest rates. The volatility in net income attributable to Holdings for the periods presented below results from the mismatch between: (i) the change in carrying value of the reserves for GMDB and certain GMIB features that do not fully and immediately reflect the impact of equity and interest market fluctuations; (ii) the change in fair value of products with the GMIB feature that have a no-lapse guarantee; and (iii) our hedging and reinsurance programs.

Ownership and Consolidation of AllianceBernstein

Our indirect, wholly-owned subsidiary, AllianceBernstein Corporation, is the General Partner of AB. Accordingly, AB’s results are fully reflected in our consolidated financial statements. For additional information on our economic interest in AB, see Note 1 of the Notes to the Consolidated Financial Statements.

Consolidated Results of Operations

The following table summarizes our consolidated statements of income (loss):

Consolidated Statements of Income (Loss)


	Three Months Ended March 31,
		2025		2024
		(in millions, except per share data)
REVENUES
Policy charges and fee income		$	636	$	614
Premiums		304		285
Net derivative gains (losses)		799		(1,376)
Net investment income (loss)		1,248		1,210
Investment gains (losses), net:
Credit losses on available-for-sale debt securities and loans		—		(20)
Other investment gains (losses), net		(14)		(19)
Total investment gains (losses), net		(14)		(39)
Investment management and service fees		1,285		1,278
Other income		318		258
Total revenues		4,576		2,230

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	Three Months Ended March 31,
		2025		2024
		(in millions, except per share data)
BENEFITS AND OTHER DEDUCTIONS
Policyholders’ benefits		759		677
Remeasurement of liability for future policy benefits		(2)		5
Change in market risk benefits and purchased market risk benefits		672		(1,088)
Interest credited to policyholders’ account balances		678		579
Compensation and benefits		601		620
Commissions and distribution-related payments		501		437
Interest expense		55		57
Amortization of deferred policy acquisition costs		188		172
Other operating costs and expenses		950		552
Total benefits and other deductions		4,402		2,011
Income (loss) from continuing operations, before income taxes		174		219
Income tax (expense) benefit		(24)		(24)
Net income (loss)		150		195
Less: Net income (loss) attributable to the noncontrolling interest		87		103
Net income (loss) attributable to Holdings		63		92
Less: Preferred stock dividends		14		14
Net income (loss) available to Holdings’ common shareholders		$	49	$	78

EARNINGS PER COMMON SHARE
Net income (loss) applicable to Holdings’ common shareholders per common share:
Basic		$	0.16	$	0.24
Diluted		$	0.16	$	0.23
Weighted average common shares outstanding (in millions):
Basic		307.8		330.2
Diluted		311.9		332.7


	Three Months Ended March 31,
		2025		2024
		(in millions)
Non-GAAP Operating Earnings		$	421	$	477

The following table summarizes our Non-GAAP Operating Earnings per common share:


	Three Months Ended March 31,
		2025		2024
		(per share amounts)
Non-GAAP Operating Earnings per common share:
Basic		$	1.30	$	1.40
Diluted		$	1.30	$	1.39

Three Months Ended March 31, 2025 Compared to the Three Months Ended March 31, 2024

Net Income (Loss) Attributable to Holdings

Net income attributable to Holdings decreased $29 million to $63 million during the three months ended March 31, 2025 from $92 million in the three months ended March 31, 2024. The following were notable changes in net income (loss):

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Unfavorable items included:

•Change in market risk benefits and purchased market risk benefits increased by $1.8 billion mainly due to a decrease in interest rates in the first quarter 2025 compared to an increase in the first quarter 2024, further driven by unfavorable equity market movements in the first quarter 2025 compared to favorable equity market movements in the first quarter 2024.

•Compensation, benefits, interest and other operating expenses increased by $377 million mainly due to Venerable novation loss.

•Interest credited to policyholders’ account balances increased by $99 million mainly due to growth of SCS account values in our Individual Retirement segment, partially offset by lower interest expense on funding agreements in Corporate and Other.

•Policyholders’ benefits increased by $82 million mainly due to higher net mortality, partially offset by the release of PFBL reserves and favorable claims experience in Employee Benefits in our Protection Solutions segment.

•Commissions and distribution-related payments increased by $64 million mainly due to higher payments to financial intermediaries for the distribution of AB mutual funds resulting from higher average AUM in our Asset Management segment and higher asset-based commissions and sales volumes in our Individual Retirement segment.

These were partially offset by the following favorable items:

•Net derivative gains were $799 million for the three months ended March 31, 2025 compared to losses of $1.4 billion for the first three months of the prior year primarily driven by lower equity market depreciation during 2025 compared to higher equity market appreciation during 2024.

•Fee-type revenue increased by $108 million mainly driven by higher advisory fee type revenue attributed to higher average asset values combined with increased distribution fees from higher retirement sales in our Wealth Management segment, partially offset by lower revenue from BRS due to the sale of this business completed during April 2024.

•Net investment income increased by $38 million mainly due to higher average asset balances, partially offset by lower investment yields.

•Investment losses decreased by $25 million mainly due to higher sales and valuation losses in the first quarter 2024.

See “—Significant Factors Impacting Our Results—Effect of Assumption Updates on Operating Results” for more information regarding assumption updates.

Non-GAAP Operating Earnings

Non-GAAP Operating Earnings decreased by $56 million to $421 million for the three months ended March 31, 2025 from $477 million in the three months ended March 31, 2024. The following were notable changes in Non-GAAP Operating Earnings:

Unfavorable items included:

•Interest credited to policyholders’ account balances increased by $84 million mainly due to growth of SCS account values in our Individual Retirement segment, partially offset by lower interest on funding agreements.

•Amortization of DAC increased by $16 million mainly due to growth in our Individual Retirement segment from sales momentum.

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These were partially offset by the following favorable items:

•Net investment income increased by $71 million mainly due to higher average asset balances, partially offset by lower investment yields.

•Fee-type revenue increased by $65 million mainly driven by higher advisory fee type revenue attributed to higher average asset balances combined with increased distribution fees from higher retirement sales in our Wealth Management segment, and higher average Separate Account values from market appreciation.

•Compensation, benefits, interest expense and other operating costs decreased by $31 million mainly due to lower base compensation and other expenses driven by the sale of BRS, lower interest expense from lower weighted average borrowings, and lower office related expenses, partially offset by the recognition of a $21 million incentive grant gain in the prior year related to AB headquarters relocation to Nashville in our Asset Management segment.

•Net derivative losses decreased by $9 million mainly due to higher losses from economically hedging seed capital investments and market changes in total return swaps in our Asset Management segment.

•Income tax expense decreased by $8 million mainly driven by lower pre-tax earnings in 2025.

Results of Operations by Segment

We manage our business through the following six segments: Individual Retirement, Group Retirement, Asset Management, Protection Solutions, Wealth Management and Legacy. We report certain activities and items that are not included in our six segments in Corporate and Other. The following section presents our discussion of operating earnings (loss) by segment and AUM, AV and Protection Solutions Reserves by segment, as applicable. Consistent with U.S. GAAP guidance for segment reporting, operating earnings (loss) is our U.S. GAAP measure of segment performance. See Note 17 of the Notes to the Consolidated Financial Statements for further information on our segments.

The following table summarizes operating earnings (loss) on our segments and Corporate and Other:


	Three Months Ended March 31,
		2025		2024
		(in millions)
Operating earnings (loss) by segment:
Individual Retirement		$	216	$	238
Group Retirement		130		124
Asset Management		126		106
Protection Solutions		(17)		44
Wealth Management		46		43
Legacy		24		33
Corporate and Other		(104)		(111)
Non-GAAP Operating Earnings		$	421	$	477

Effective Tax Rates by Segment

The following table summarizes income tax expense which was allocated to the Company’s business segments:


	Three Months Ended March 31,
	2025		2024
	(percentages)
Effective Tax Rates by Segment:
Retirement and Protection business (1)	15	%	14	%
Asset Management	25	%	29	%
Wealth Management	25	%	26	%
Consolidated Non-GAAP Operating Earnings	19	%	19	%

______________

(1)Includes: Individual Retirement, Group Retirement, Protection Solutions and Legacy.

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Individual Retirement

The Individual Retirement segment includes our variable annuity products which primarily meet the needs of individuals saving for retirement or seeking retirement income.

The following table summarizes operating earnings (loss) of our Individual Retirement segment:


	Three Months Ended March 31,
		2025		2024 (1)
		(in millions)
Operating earnings (loss)		$	216	$	238

_____________

(1)Prior periods were updated to reflect the impact of moving payout annuity policies from Legacy to Individual Retirement.

Key components of operating earnings (loss) were:


	Three Months Ended March 31,
		2025		2024 (1)
		(in millions)
REVENUES
Policy charges, fee income and premiums		$	224	$	208
Net investment income		693		549
Net derivative gains (losses)		(5)		(5)
Investment management, service fees and other income		85		88
Segment revenues		$	997	$	840

BENEFITS AND OTHER DEDUCTIONS
Policyholders’ benefits		$	92	$	77

Remeasurement of liability for future policy benefits		(1)		(3)
Interest credited to policyholders’ account balances		365		248
Commissions and distribution-related payments		98		77
Amortization of deferred policy acquisition costs		124		109
Compensation, benefits and other operating costs and expenses		64		54
Interest expense		—		—
Segment benefits and other deductions		$	742	$	562

_____________

(1)Prior periods were updated to reflect the impact of moving payout annuity policies from Legacy to Individual Retirement.

The following table summarizes AV for our Individual Retirement segment:




	March 31, 2025		December 31, 2024
	(in millions)
AV (1)
General Account	$	70,099	$	69,020
Separate Accounts	39,594		41,524
Total AV	$	109,693	$	110,544

_____________

(1)AV presented are net of reinsurance.

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The following table summarizes a roll-forward of AV for our Individual Retirement segment:


	Three Months Ended March 31,
		2025		2024 (1)
		(in millions)
Balance, beginning of period		$	110,544	$	92,006
Gross premiums		4,577		4,356
Surrenders, withdrawals and benefits		(3,146)		(2,709)
Net flows		1,431		1,647
Change in market value and reinvestment and policy charges		636		1,923
Change in fair value of embedded derivative instruments		(2,918)		3,069

Balance, end of period		$	109,693	$	98,645
Ending embedded derivative		(13,775)		(13,461)
Balance as of end of period net of embedded derivative instruments		$	95,918	$	85,184

_____________

(1)Prior periods were updated to reflect the impact of moving payout annuity policies from Legacy to Individual Retirement.

Three Months Ended March 31, 2025 Compared to the Three Months Ended March 31, 2024 for the Individual Retirement Segment

Operating earnings

Operating earnings decreased $22 million to $216 million during the three months ended March 31, 2025 from $238 million in the three months ended March 31, 2024. The following were notable changes in operating earnings (losses):

Unfavorable items included:

•Interest credited to policyholders’ account balances increased by $117 million mainly due to growth of SCS account values.

•Commissions and distribution-related payments increased by $21 million mainly due to higher asset-based commissions and sales volumes.

•Policyholders’ benefits increased by $15 million mainly due to growth in the payout business.

•Amortization of DAC increased by $15 million mainly due to growth in the business from sales momentum.

•Compensation, benefits and other operating costs and expenses increased by $9 million mainly due to higher corporate function expenses due to revenue growth.

These were partially offset by the following favorable items:

•Net investment income increased by $144 million mainly due to higher average asset balances, partially offset by lower investment yields.

•Fee-type revenue increased by $13 million mainly due to higher average Separate Account values.

Net Flows and AV

•The decline in AV of $0.9 billion in the three months ended March 31, 2025 was driven by a decrease in investment performance as a result of market depreciation and change in fair value of embedded derivative instruments of $(2.3) billion in the three months ended March 31, 2025, partially offset by net inflows of $1.4 billion.

•Net inflows of $1.4 billion were $0.2 billion lower than in the three months ended March 31, 2024, mainly driven by higher outflows in the three months ended March 31, 2025.

Group Retirement

The Group Retirement segment offers tax-deferred investment and retirement services or products to plans sponsored by educational entities, municipalities and not-for-profit entities, as well as small and medium-sized businesses.

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The following table summarizes operating earnings (loss) of our Group Retirement segment:


	Three Months Ended March 31,
		2025		2024
		(in millions)
Operating earnings (loss)		$	130	$	124

Key components of operating earnings (loss) are:


	Three Months Ended March 31,
		2025		2024
		(in millions)
REVENUES
Policy charges, fee income and premiums		$	82	$	73
Net investment income		151		141

Investment management, service fees and other income		83		77
Segment revenues		$	316	$	291

BENEFITS AND OTHER DEDUCTIONS

Interest credited to policyholders’ account balances		$	63	$	52

Commissions and distribution-related payments		43		44
Amortization of deferred policy acquisition costs		15		15
Compensation, benefits and other operating costs and expenses		42		35

Segment benefits and other deductions		$	163	$	146

The following table summarizes AV and AUA for our Group Retirement segment:




	March 31, 2025		December 31, 2024
	(in millions)
AV and AUA
General Account	$	9,721	$	9,341
Separate Accounts and Mutual Funds	30,193		31,313
Total AV and AUA (1)	$	39,914	$	40,654

____________

(1) AV presented are net of reinsurance.

The following table summarizes a roll-forward of AV and AUA for our Group Retirement segment:


	Three Months Ended March 31,
		2025		2024
		(in millions)
Balance, beginning of period		$	40,654	$	36,471
Gross Premiums		1,475		1,018
Surrenders, withdrawals and benefits		(1,283)		(1,150)
Net flows		192		(132)
Change in market value and reinvestment and policy charges		(914)		2,128
Change in fair value of embedded derivative instruments		(18)		23


Balance, end of period		$	39,914	$	38,490
Ending embedded derivative		(42)		(87)
Balance as of end of period net of embedded derivative instruments		$	39,872	$	38,403

____________

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Three Months Ended March 31, 2025 Compared to the Three Months Ended March 31, 2024 for the Group Retirement Segment

Operating earnings

Operating earnings increased by $6 million to $130 million during the three months ended March 31, 2025 from $124 million during the three months ended March 31, 2024. The following were notable changes in operating earnings (losses):

Favorable items included:

•Fee-type revenue increased by $15 million primarily due to higher average Separate Account values from market appreciation.

•Net investment income increased by $10 million due to higher average asset balances, partially offset by lower investment yields.

These were partially offset by the following unfavorable items:

•Interest credited to policyholders’ account balances increased by $11 million mainly due to higher average account balances in institutional markets (offset in Net investment income).

•Compensation, benefits and other operating costs and expenses increased by $7 million mainly due to higher corporate support functions expense.

Net Flows and AV

•The decrease in AV of $0.7 billion in the three months ended March 31, 2025 was primarily driven by equity market depreciation, partially offset by net inflows of $192 million.

•Net inflows of $192 million for the three months ended March 31, 2025 improved by $324 million compared to the three months ended March 31, 2024, mainly driven by large institutional lump sum premiums and higher flows in the tax-exempt market partially offset by lower flows in the corporate market.

Asset Management

The Asset Management segment provides diversified investment management and related services to a broad range of clients around the world. Operating earnings (loss), net of tax, presented here represents our average economic interest in AB of approximately 62% and 61% during the three months ended March 31, 2025 and 2024.


	Three Months Ended March 31,
		2025		2024
		(in millions)
Operating earnings (loss)		$	126	$	106

Key components of operating earnings (loss) were:


	Three Months Ended March 31,
		2025		2024
		(in millions)
REVENUES

Net investment income (loss)		$	3	$	8
Net derivative gains (losses)		(13)		(5)
Investment management, service fees and other income		1,098		1,090
Segment revenues		$	1,088	$	1,093

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	Three Months Ended March 31,
		2025		2024
		(in millions)
BENEFITS AND OTHER DEDUCTIONS


Commissions and distribution related payments		$	201	$	173

Compensation, benefits and other operating costs and expenses		607		655
Interest expense		7		17
Segment benefits and other deductions		$	815	$	845

Changes in AUM in the Asset Management segment were as follows:


	Three Months Ended March 31,
		2025		2024
		(in billions)
Balance, beginning of period		$	792.2	$	725.2
Long-term flows
Sales/new accounts		36.1		32.6
Redemptions/terminations		(29.7)		(25.2)
Cash flow/unreinvested dividends		(4.0)		(6.9)
Net long-term (outflows) inflows		2.4		0.5



Market appreciation (depreciation)		(10.1)		33.0
Net change		(7.7)		33.5
Balance, end of period		$	784.5	$	758.7

Average AUM in the Asset Management segment for the periods presented by distribution channel and investment services were as follows:


	Three Months Ended March 31,
		2025		2024
		(in billions)
Distribution Channel:
Institutions		$	325.2	$	317.8
Retail		334.4		296.9
Private Wealth		137.9		124.2
Total		$	797.5	$	738.9

Investment Service:
Equity Actively Managed		$	261.8	$	254.2
Equity Passively Managed (1)		68.4		63.8
Fixed Income Actively Managed – Taxable		211.5		209.3
Fixed Income Actively Managed – Tax-exempt		77.7		62.5
Fixed Income Passively Managed (1)		10.3		11.2
Alternatives/Multi-Asset Solutions (2)		167.8		137.9
Total		$	797.5	$	738.9

____________

(1)Includes index and enhanced index services.

(2)Includes certain multi-asset solutions and services not included in equity of fixed income services.

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Three Months Ended March 31, 2025 Compared to the Three Months Ended March 31, 2024 for the Asset Management Segment

Operating earnings

Operating earnings increased $20 million to $126 million during the three months ended March 31, 2025 from $106 million in the three months ended March 31, 2024. The following were notable changes in operating earnings (losses):

Favorable items included:

•Compensation, benefits, interest expense and other operating costs decreased by $58 million mainly due to lower base compensation and other expenses driven by the sale of BRS, lower interest expense from lower weighted average borrowings, and lower office related expenses, partially offset by the recognition of a $21 million incentive grant gain in the prior year related to AB headquarters relocation to Nashville.

•Fee-type revenue increased by $8 million primarily due to higher investment base advisory fees and higher distribution revenue from higher average AUM, higher performance based fees, partially offset by lower revenue from BRS due to the sale of this business completed during April 2024.

These were partially offset by the following unfavorable items:

•Commissions and distribution-related payments increased by $28 million mainly due to higher payments to financial intermediaries for the distribution of AB mutual funds resulting from higher average AUM.

•Net derivative losses increased by $8 million mainly due to higher losses from economically hedging seed capital investments and market changes in total return swaps.

•Net income attributable to noncontrolling interest increased by $8 million due to higher pre-tax earnings.

Long-Term Net Flows and AUM

•Total AUM as of March 31, 2025 was $784.5 billion, down $(7.7) billion, or (1.0)%, compared to December 31, 2024. The decrease is primarily the result of market depreciation of ($10.1) billion, partially offset by net inflows of $2.4 billion. Market depreciation of $(10.1) billion is attributed to Retail of $(11.1) billion and Private Wealth of $(0.6) billion, partially offset by Institutions of $1.6 billion. Net inflows were driven by Retail net inflows of $0.9 billion, Private Wealth net inflows of $0.8 billion and Institutions net inflows of $0.7 billion.

Protection Solutions

The Protection Solutions segment includes our life insurance and EB businesses. We provide a targeted range of products aimed at serving the financial needs of our clients throughout their lives, including VUL, IUL and term life products. In 2015, we entered the EB market and currently offer a suite of dental, vision, life, as well as short- and long-term disability insurance products to small and medium-size businesses.

The following table summarizes operating earnings (loss) of our Protection Solutions segment:


	Three Months Ended March 31,
		2025		2024
		(in millions)
Operating earnings (loss)		$	(17)	$	44

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Key components of operating earnings (loss) were:


	Three Months Ended March 31,
		2025		2024
		(in millions)
REVENUES
Policy charges, fee income and premiums		$	534	$	528
Net investment income		251		256
Net derivative gains (losses)		1		—
Investment management, service fees and other income		40		40
Segment revenues		$	826	$	824

BENEFITS AND OTHER DEDUCTIONS
Policyholders’ benefits		$	556	$	487
Remeasurement of liability for future policy benefits		(2)		(4)

Interest credited to policyholders’ account balances		121		128
Commissions and distribution related payments		42		40
Amortization of deferred policy acquisition costs		32		30
Compensation, benefits and other operating costs and expenses		94		92
Interest expense		2		—
Segment benefits and other deductions		$	845	$	773

The following table summarizes Protection Solutions Reserves for our Protection Solutions segment:




	March 31, 2025		December 31, 2024
	(in millions)
Protection Solutions Reserves (1)
General Account	$	18,124	$	18,171
Separate Accounts	18,005		18,753
Total Protection Solutions Reserves	$	36,129	$	36,924

_______________

(1)Does not include Protection Solutions Reserves for our EB business as it is a scaling business and therefore has immaterial in-force policies.

The following table presents our in-force face amounts for our individual life insurance products:




	March 31, 2025		December 31, 2024
	(in billions)
In-force face amount by product: (1)
Universal Life (2)	$	37.9	$	38.5
Indexed Universal Life	25.9		26.2
Variable Universal Life (3)	141.5		141.6
Term	200.4		201.8
Whole Life	1.1		1.1
Total in-force face amount	$	406.8	$	409.2

_______________

(1)Includes individual life insurance and does not include EB as it is a scaling business and therefore has immaterial in-force policies.

(2)UL includes GUL.

(3)VUL includes VL and COLI.

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Three Months Ended March 31, 2025 Compared to the Three Months Ended March 31, 2024 for the Protection Solutions Segment

Operating earnings (loss)

Operating earnings decreased $61 million to an operating loss of $17 million during the three months ended March 31, 2025 from operating earnings of $44 million in the three months ended March 31, 2024. The following were notable changes in operating earnings (losses):

Unfavorable items included:

•Policyholders’ benefits increased by $69 million mainly due to higher net mortality, partially offset by the release of PFBL reserves and favorable claims experience in Employee Benefits.

These were partially offset by the following favorable items:

•Income tax benefit was $3 million for three months ended March 31, 2025 compared to an income tax expense of $7 million for the three months ended March 31, 2024 primarily due to the change in pre-tax earnings.

Wealth Management

The Wealth Management segment is an emerging leader in the wealth management space with a differentiated advice value proposition that offers discretionary and non-discretionary investment advisory accounts, financial planning and advice, life insurance, and annuity products.

The following table summarizes operating earnings (loss) of our Wealth Management segment:


	Three Months Ended March 31,
		2025		2024
		(in millions)
Operating earnings (loss)		$	46	$	43

Key components of operating earnings (loss) were:


	Three Months Ended March 31,
		2025		2024
		(in millions)
REVENUES

Net investment income		$	3	$	4

Investment management, service fees and other income		460		419
Segment revenues		$	463	$	423

BENEFITS AND OTHER DEDUCTIONS




Commissions and distribution-related payments		$	293	$	260

Compensation, benefits and other operating costs and expenses		109		105

Segment benefits and other deductions		$	402	$	365

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The following table summarizes revenue by activity type for our Wealth Management segment:


	Three Months Ended March 31,
		2025		2024
		(in millions)
Revenue by Activity Type
Investment management, service fees and other income:
Investment management and advisory fees		$	181	$	150
Distribution fees		263		253
Interest income		11		13
Service and other income		5		3
Total Investment management, service fees and other income		$	460	$	419

The following table summarizes a roll-forward of AUA for our Wealth Management segment:


	Three Months Ended March 31,
		2025		2024
		(in millions)
Total Wealth Management Assets
Advisory assets:
Beginning, beginning of period		$	65,839	$	54,978
Net new assets		1,981		(39)
Market appreciation (depreciation)		(1,025)		2,984
Advisory ending assets		$	66,795	$	57,923

Brokerage and direct assets		$	35,263	$	34,549

Balance, end of period (1)		$	102,058	$	92,472

_____________

(1)Some operating metrics have been revised for prior periods. Net New Assets consist of total client deposits into advisory accounts less total client withdrawals from advisory accounts, plus dividends, plus interest, minus advisory fees. AUA reflects adjusted balances with no financial impact.

Three Months Ended March 31, 2025 Compared to the Three Months Ended March 31, 2024 for the Wealth Management Segment

Operating earnings

Operating earnings increased $3 million to $46 million during the three months ended March 31, 2025 compared to $43 million in the three months ended March 31, 2024. The following were notable changes in operating earnings (losses):

Favorable items included:

•Investment management, service fees and other income increased by $41 million mainly due to higher advisory fee type revenue attributed to higher average asset balances combined with increased distribution fees from higher retirement sales.

These were partially offset by the following unfavorable items:

•Commissions and distribution-related payments increased by $33 million mainly due to higher distribution and advisory fee-type revenue from higher retirement sales and average asset balances.

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Net Flows and AUA

•The increase in AUA of $0.4 billion in the three months ended March 31, 2025 was mainly driven by advisory net new assets of $2.0 billion partially offset by market depreciation.

•Net new assets of $2.0 billion were $2.0 billion higher than in the three months ended March 31, 2024 by higher inflows and lower outflows.

Legacy

The Legacy segment consists of our capital intensive fixed-rate GMxB business written prior to 2011.

The following table summarizes operating earnings (loss) of our Legacy segment:


	Three Months Ended March 31,
		2025		2024 (1)
		(in millions)
Operating earnings (loss)		$	24	$	33

_____________

(1)Prior periods were updated to reflect the impact of moving payout annuity policies from Legacy to Individual Retirement.

Key components of operating earnings (loss) were:


	Three Months Ended March 31,
		2025		2024 (1)
		(in millions)
REVENUES
Policy charges, fee income and premiums		$	19	$	12
Net investment income		9		16

Investment management, service fees and other income		92		101
Segment revenues		$	120	$	129

BENEFITS AND OTHER DEDUCTIONS



Interest credited to policyholders’ account balances		7		9
Commissions and distribution-related payments		36		40
Amortization of deferred policy acquisition costs		15		16
Compensation, benefits and other operating costs and expenses		34		25

Segment benefits and other deductions		$	92	$	90

_____________

(1)Prior periods were updated to reflect the impact of moving payout annuity policies from Legacy to Individual Retirement.

The following table summarizes AV for our Legacy segment:



	March 31, 2025		December 31, 2024
	(in millions)
AV (1)
General Account	$	434	$	447
Separate Accounts	19,478		20,911
Total AV	$	19,912	$	21,358

_______________

(1)AV presented are net of reinsurance.

The following table summarizes a roll-forward of AV for our Legacy segment net of the Venerable transaction:

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	Three Months Ended March 31,
		2025		2024 (1)
		(in millions)
Balance, beginning of period		$	21,358	$	21,840
Gross Premiums		49		42
Surrenders, withdrawals and benefits		(768)		(700)
Net flows		(719)		(658)
Investment performance, interest credited and policy charges		(727)		1,332

Balance, end of period		$	19,912	$	22,514

_____________

(1)Prior periods were updated to reflect the impact of moving payout annuity policies from Legacy to Individual Retirement.

Three Months Ended March 31, 2025 Compared to the Three Months Ended March 31, 2024 for the Legacy Segment

Operating earnings

Operating earnings decreased $9 million to $24 million during the three months ended March 31, 2025 from $33 million in the three months ended March 31, 2024. The following were notable changes in operating earnings (losses):

Unfavorable items included:

•Compensation, benefits, interest expense and other operating costs increased by $9 million mainly due to higher subadvisory expenses and increased benefits cost.

•Net investment income decreased by $7 million mainly due to lower average asset balances.

These were partially offset by the following favorable items:

•Commissions and distribution-related payments decreased by $4 million mainly due to business runoff.

Net Flows and AV

•The decrease in AV of $1.4 billion in the three months ended March 31, 2025 was driven by $0.7 billion of market depreciation and net outflows of $0.7 billion.

•Net outflows of $0.7 billion were $61 million higher than in the three months ended March 31, 2024, mainly driven by continuing runoff of the business.

Corporate and Other

Corporate and Other includes some of our financing and investment expenses. It also includes: the Closed Block, run-off variable annuity reinsurance business, run-off group pension business, run-off health business, benefit plans for our employees, certain strategic investments and certain unallocated items, including capital and related investments, interest expense and financing fees and corporate expense. AB’s results of operations are reflected in the Asset Management segment. Accordingly, Corporate and Other does not include any items applicable to AB.

The following table summarizes operating earnings (loss) of Corporate and Other:


	Three Months Ended March 31,
		2025		2024
		(in millions)
Operating earnings (loss)		$	(104)	$	(111)

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General Account Investment Portfolio

Our investment philosophy is driven by our long-term commitments to clients, robust risk management and strategic asset allocation. Our General Account investment portfolio investment strategy seeks to achieve sustainable risk-adjusted returns by focusing on principal preservation and investment return, subject to duration and liquidity requirements by product as well as diversification of investment risks. Investment activities are undertaken based on established investment guidelines and are required to comply with applicable laws and insurance regulations.

Risk tolerances are established for credit risk, market risk, liquidity risk and concentration risk across issuers and asset classes, each of which seek to mitigate the impact of cash flow variability arising from these risks. Significant interest rate increases and market volatility since 2022 have reduced the fair value of fixed maturities from a net unrealized gain position to a net unrealized loss. As a part of asset and liability management, we maintain a weighted average duration for our General Account investment portfolio that is within an acceptable range of the estimated duration of our liabilities given our risk appetite and hedging programs.

The General Account investment portfolio consists largely of investment grade fixed maturities, short-term investments, commercial, agricultural and residential mortgage loans, alternative investments and other financial instruments. Fixed maturities include publicly issued corporate bonds, government bonds, privately placed notes and bonds, bonds issued by states and municipalities, agency and non-agency mortgage-backed securities and asset-backed securities. In addition, from time to time we use derivatives to hedge our exposure to equity markets, interest rates, foreign currency and credit spreads.

We incorporate ESG factors into the investment processes for a significant portion of our General Account portfolio. As investors with a long-term horizon, we believe that companies with sustainable practices are better positioned to deliver value to stakeholders over an extended period. These companies are more likely to increase sales through sustainable products, reduce energy costs and attract and retain talent. This belief underpins our approach to sustainable investing, where we seek to enhance the sustainability and quality of our investment portfolio.

Investments in our surplus portfolio are generally comprised of a mix of fixed maturity investment grade and below investment grade securities as well as various alternative investments, primarily private equity and real estate equity. Although alternative investments are subject to period over period earnings fluctuations, they have historically achieved returns in excess of the fixed maturity portfolio.

The General Account investment portfolio reflects certain differences from the presentation of the U.S. GAAP Consolidated Financial Statements. This presentation is consistent with how we manage the General Account investment portfolio. For further investment information, see Note 3 and Note 4 of the Notes to the Consolidated Financial Statements.

Investment Results of the General Account Investment Portfolio

The following table summarizes the General Account investment portfolio results with Non-GAAP Operating Earnings adjustments by asset category for the periods indicated. This presentation is consistent with how we measure investment performance for management purposes.

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	Three Months Ended March 31,
	2025				2024
	Yield		Amount (2)		Yield		Amount (2)
	(Dollars in millions)
Fixed Maturities:
Income (loss)	4.39	%	$	928	4.37	%	$	812
Ending assets			84,784				74,810
Mortgages:
Income (loss)	5.11	%	260		5.11	%	234
Ending assets			20,566				18,570
Other Equity Investments: (1)
Income (loss)	6.23	%	53		6.24	%	54
Ending assets			3,484				3,519
Trading Securities:
Income (loss)	5.57	%	8		—	%	—
Ending assets			619				—
Policy Loans:
Income (loss)	5.07	%	55		5.22	%	54
Ending assets			4,318				4,191
Cash and Short-term Investments: (3)
Income (loss)	(7.87)	%	(72)		(2.00)	%	(29)
Ending assets			4,106				6,907
Funding agreements:
Interest expense and other			(74)				(74)
Ending assets (liabilities)			(6,837)				(7,165)
Total Invested Assets:
Income (loss)	4.22	%	1,158		4.26	%	1,051
Ending Assets			111,040				100,832



Total:
Investment income (loss)	4.22	%	1,158		4.26	%	1,051
Less: investment fees	(0.18)	%	(49)		(0.16)	%	(41)
Investment Income, Net	4.04	%	1,109		4.10	%	1,010
Ending Net Assets			$	111,040			$	100,832

_____________

(1)Includes, as of March 31, 2025 and March 31, 2024 respectively, $362 million and $340 million of other invested assets. Amounts for certain consolidated VIE investments are shown net of associated non-controlling interest.

(2)Amount for fixed maturities and mortgages represents original cost, reduced by repayments, write-downs, adjusted amortization of premiums, accretion of discount and allowances. Cost for equity securities represents original cost reduced by write-downs; cost for other limited partnership interests represents original cost adjusted for equity in earnings and reduced by distributions.

(3)Cash and Short-term net of collateral expense.

AFS Fixed Maturities

The fixed maturity portfolio consists largely of investment grade corporate debt securities and includes significant amounts of U.S. government and agency obligations. The below investment grade securities in the General Account investment portfolio consist of loans to middle market companies, public high yield securities, bank loans, as well as “fallen angels,” originally purchased as investment grade investments.

AFS Fixed Maturities by Industry

The following table sets forth these fixed maturities by industry category along with their associated gross unrealized gains and losses:

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AFS Fixed Maturities by Industry (1)


	Amortized Cost		Allowance for Credit Losses		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		Percentage of Total (%)
	(Dollars in millions)
As of March 31, 2025
Corporate Securities:
Finance	$	15,441	$	—	$	77	$	1,365	$	14,153	18	%
Manufacturing	12,456		3		67		1,455		11,065		14
Utilities	8,347		—		54		925		7,476		10
Services	7,960		4		63		909		7,110		9
Energy	2,603		—		18		290		2,331		3
Retail and wholesale	3,941		—		34		354		3,621		5
State and Political	—		—		—		—		—		—
Transportation	2,604		—		22		293		2,333		3
Other	450		—		1		49		402		1
Total corporate securities	53,802		7		336		5,640		48,491		63
U.S. government	6,110		—		3		1,359		4,754		6
Residential mortgage-backed (2)	5,323		—		53		116		5,260		6
Preferred stock	54		—		3		—		57		—
State & political	469		—		3		83		389		1
Foreign governments	684		—		1		126		559		1
Commercial mortgage-backed	4,485		—		9		338		4,156		5
Asset-backed securities (3)	13,857		—		91		63		13,885		18
Total	$	84,784	$	7	$	499	$	7,725	$	77,551	100	%

As of December 31, 2024
Corporate Securities:
Finance	$	16,080	$	1	$	46	$	1,494	$	14,631	18	%
Manufacturing	12,499		—		37		1,583		10,953		14
Utilities	8,476		—		44		1,004		7,516		10
Services	8,899		1		55		1,075		7,878		10
Energy	2,546		—		15		318		2,243		3
Retail and wholesale	2,979		—		34		258		2,755		4
Transportation	1,559		—		11		156		1,414		2
Other	1,665		—		9		225		1,449		2
Total corporate securities	54,703		2		251		6,113		48,839		63
U.S. government	5,801		—		—		1,513		4,288		6
Residential mortgage-backed (2)	4,520		—		15		152		4,383		6
Preferred stock	56		—		3		—		59		—
State & political	472		—		2		88		386		1
Foreign governments	689		—		1		136		554		1
Commercial mortgage-backed	4,301		—		5		385		3,921		5
Asset-backed securities (3)	13,660		—		96		57		13,699		18
Total	$	84,202	$	2	$	373	$	8,444	$	76,129	100	%

______________

(1)Investment data has been classified based on standard industry categorizations for domestic public holdings and similar classifications by industry for all other holdings.

(2)Includes publicly traded agency pass-through securities and collateralized obligations.

(3)Includes credit-tranched securities collateralized by sub-prime mortgages, credit risk transfer securities and other asset types.

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Fixed Maturities Credit Quality

The SVO of the NAIC evaluates the investments of insurers for regulatory reporting purposes and assigns fixed maturities to one of six categories (“NAIC Designations”). NAIC Designations of “1” or “2” include fixed maturities considered investment grade, which include securities rated Baa3 or higher by Moody’s or BBB- or higher by Standard & Poor’s. NAIC Designations of “3” through “6” are referred to as below investment grade, which include securities rated Ba1 or lower by Moody’s and BB+ or lower by Standard & Poor’s. As a result of time lags between the funding of investments and the completion of the SVO filing process, the fixed maturity portfolio typically includes securities that have not yet been rated by the SVO as of each balance sheet date. Pending receipt of SVO ratings, the categorization of these securities by NAIC Designation is based on the expected ratings indicated by internal analysis.

The following table sets forth the General Account’s fixed maturities portfolio by NAIC rating:

AFS Fixed Maturities


NAIC Designation	Rating Agency Equivalent	Amortized Cost		Allowance for Credit Losses		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
		(in millions)
As of March 31, 2025
1................................	Aaa, Aa, A	$	56,443	$	—	$	296	$	4,836	$	51,903
2................................	Baa	26,701		—		188		2,832		24,057
	Investment grade	83,144		—		484		7,668		75,960
3................................	Ba	781		1		4		35		749
4................................	B	695		1		6		11		689
5................................	Caa	151		5		4		11		139
6................................	Ca, C	13		—		1		—		14
	Below investment grade	1,640		7		15		57		1,591
Total Fixed Maturities		$	84,784	$	7	$	499	$	7,725	$	77,551

As of December 31, 2024:
1................................	Aaa, Aa, A	$	56,266	$	—	$	210	$	5,342	$	51,134
2................................	Baa	26,255		—		147		3,043		23,359
	Investment grade	82,521		—		357		8,385		74,493
3................................	Ba	810		—		5		38		777
4................................	B	663		—		7		7		663
5................................	Caa	187		1		3		13		176
6................................	Ca, C	21		1		1		1		20
	Below investment grade	1,681		2		16		59		1,636
Total Fixed Maturities		$	84,202	$	2	$	373	$	8,444	$	76,129

Mortgage Loans

The mortgage portfolio primarily consists of commercial, agricultural, and residential mortgage loans. The investment strategy for the mortgage loan portfolio emphasizes diversification by property type and geographic location with a primary focus on asset quality. The commercial mortgage loan portfolio is backed by high quality properties located in primary markets typically owned by experienced institutional investors with a demonstrated ability to manage their assets through business cycles. Our commercial loan portfolio is monitored on an ongoing basis, assigning credit quality ratings for each loan, with the particular emphasis on loans that are scheduled to mature in the next 12 to 24 months. Scheduled maturities for full year 2025 and 2026, respectively are $2.1 billion and $2.3 billion, or 12% and 14% of the commercial mortgage portfolio. The commercial mortgage portfolio consists of 86% fixed rate loans and 14% floating rate loans. For floating rate loans, the borrower is typically required to purchase an interest rate cap to the scheduled maturity of the loan to protect against rising rates.

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Commercial mortgage loans are evaluated annually to determine a current LTV ratio. Property financial statements, current rent roll, lease maturities, tenant creditworthiness, property physical inspections, and forecasted leasing market strength are used to develop projected cash flows. A discounted cash flow methodology which incorporates market data is used to determine property values. The average LTV ratio at origination provided by a certified appraisal firm was 53%. The average LTV ratio was 67% and 67% at March 31, 2025 and December 31, 2024, respectively, which reflects the most recent opinion of value on the underlying collateral.

We use CarVal to invest in residential whole loans and other private investments. These investments allow us to leverage CarVal’s expertise in asset classes where we are looking to increase exposure. The residential mortgage portfolio primarily consists of purchased closed end, amortizing residential mortgage loans. The investment strategy for the mortgage loan portfolio emphasizes high credit quality borrowers, conservative LTV ratios, superior ability to repay and geographic diversification.

Residential mortgage loans are pooled by loan type (i.e., Jumbo, Agency Eligible, Non-Qualified, etc.) and pooled by similar risk profiles (including consumer credit score and LTV ratios). The portfolio is monitored monthly primarily based on payment activity, occurrence of regional natural disasters and borrower interactions with the mortgage servicer.

The tables below show the breakdown of the amortized cost of the General Account’s investments in mortgage loans by geographic region and property type:

Mortgage Loans by Region and Property Type


	March 31, 2025				December 31, 2024

	Amortized Cost		% of Total		Amortized Cost		% of Total
	(Dollars in millions)
By Region:
U.S. Regions:
Pacific	$	5,599	27	%	$	5,517	27	%
Middle Atlantic	3,959		19		3,861		19
South Atlantic	3,342		16		3,130		15
East North Central	1,198		6		1,183		6
Mountain	1,522		7		1,510		7
West North Central	951		5		953		5
West South Central	1,675		8		1,674		8
New England	929		4		925		5
East South Central	834		4		822		4
Total U.S.	20,009		96		19,575		96
Other Regions:
Europe	829		4		775		4
Total Other	829		4		775		4
Total Mortgage Loans	$	20,838	100	%	$	20,350	100	%

By Property Type:
Office	$	4,705	23	%	$	4,711	23	%
Multifamily	7,498		36		7,397		36
Agricultural loans	2,560		12		2,568		13
Retail	654		3		627		3
Industrial	2,462		12		2,310		11
Hospitality	786		4		720		4
Residential	1,168		6		1,066		5
Other	1,005		4		951		5
Total Mortgage Loans	$	20,838	100	%	$	20,350	100	%

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Other Equity Assets

The following table includes information related to our alternative investments in certain other equity investments and consolidated VIEs, including private equity funds, real estate funds and other alternative investments. These investments are typically structured as limited partnerships or LLCs and are reported to us on a lag of one month and three months for hedge funds and private equity funds, respectively.

At March 31, 2025 and December 31, 2024, the fair value of alternative investments was $3.1 billion and $3.0 billion respectively. Alternative investments were 2.4% and 2.4% of cash and invested assets at March 31, 2025 and December 31, 2024, respectively.

Alternative Investments (1)


	March 31, 2025				December 31, 2024

	Fair Value		%		Fair Value		%
	(in millions)
Private Equity	$	1,603	53	%	$	1,568	52	%
Private Debt	261		8		260		9
Infrastructure	225		7		211		7
Real Estate	659		21		652		22
Hedge Funds	59		2		57		2
Other (2)	270		9		263		8
Total (3)	$	3,077	100	%	$	3,011	100	%

_____________

(1)Reported in Other Equity Investments in the consolidated balance sheets.

(2)Includes CLO equity, co-investments and investments in other strategies. CLO equity investments are consolidated and assets are reported in Fixed Maturities, at fair value using the fair value option in the consolidated balance sheets.

(3)Includes $957 million and $812 million of non-General Account assets as of March 31, 2025 and December 31, 2024, respectively.

Liquidity and Capital Resources

Liquidity refers to our ability to generate adequate amounts of cash from our operating, investment and financing activities to meet our cash requirements with a prudent margin of safety. Capital refers to our long-term financial resources available to support business operations and future growth. Our ability to generate and maintain sufficient liquidity and capital is dependent on the profitability of our businesses, timing of cash flows related to our investments and products, our ability to access the capital markets, general economic conditions and the alternative sources of liquidity and capital described herein. When considering our liquidity and cash flows, we distinguish between the needs of Holdings and the needs of our insurance and non-insurance subsidiaries. We also distinguish and separately manage the liquidity and capital resources of our retirement and protection businesses (our Individual Retirement, Group Retirement, Protection Solutions and Legacy segments) and our Asset Management and Wealth Management segments.

Subsequent to December 31, 2024, our operating subsidiary, Equitable Financial, as well as our subsidiaries Equitable America and Equitable Financial L&A, entered into a master transaction agreement with RGA on February 23, 2025 pursuant to which at closing and subject to the terms and conditions set forth in such agreement, RGA would enter into reinsurance agreements, as reinsurer, with each such subsidiary, as ceding company, to effect the RGA Reinsurance Transaction. The transaction is expected to reinsure 75% of such ceding companies’ in-force individual life insurance block, and upon closing, generate total value for Holdings of over $2 billion, which includes a positive ceding commission and capital release, and is expected to close in mid-2025. See “Risk Factors—The completion of the reinsurance transaction with Reinsurance Group of America is subject to several conditions, including the receipt of consents and approvals from government entities, which may impose conditions that could have an adverse effect on the expected economic and non-economic benefits to the Company or could cause the proposed transaction to be abandoned.”

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Separately, our Board approved an additional $1.5 billion of share repurchases under its share repurchase program. The repurchase program does not obligate Holdings to purchase any particular number of shares. As of March 31, 2025, Holdings had authorized capacity of approximately $1.7 billion remaining in its share repurchase program. See Note 13 of the Notes to the Consolidated Financial Statements for additional details on the repurchase program.

Sources and Uses of Liquidity

The Company has sufficient cash flows from operations to satisfy liquidity requirements in 2025.

Cash Flows of Holdings

As a holding company with no business operations of its own, Holdings primarily derives cash flows from dividends from its subsidiaries and distributions related to its economic interest in AB, all of which is currently held outside our insurance company subsidiaries. These principal sources of liquidity are augmented by cash and short-term investments held by Holdings and access to bank lines of credit and the capital markets. The main uses of liquidity for Holdings are interest payments and debt repayment, payment of dividends and other distributions to stockholders (which may include stock repurchases) loans and capital contributions, if needed, to our insurance subsidiaries. Our principal sources of liquidity and our capital position are described in the following paragraphs.

Sources and Uses of Holding Company Highly Liquid Assets

The following table sets forth Holdings’ principal sources and uses of highly liquid assets:


	Three Months Ended March 31,
	2025		2024
	(in millions)
Highly Liquid Assets, beginning of period	$	1,982	$	1,998
Dividends from subsidiaries	226		182

Issuance of loans to affiliates	—		—
Capital contribution from parent company	—		—
Capital contributions to subsidiaries	—		—
M&A Activity	—		—
Purchase of AllianceBernstein Units	—		—

Total Business Capital Activity	226		182

Purchase of treasury shares	(262)		(253)

Shareholder dividends paid	(74)		(73)
Total Share Repurchases, Dividends and Acquisition Activity	(336)		(326)
Issuance/(redemption) of preferred stock	—		—
Preferred stock dividend	(14)		(14)
Total Preferred Stock Activity	(14)		(14)

Issuance of long-term debt	500		—
Repayment of long-term debt	—		—
Total External Debt Activity	500		—


Proceeds from loans from affiliates	—		—


Net decrease (increase) in existing facilities to affiliates (1)	(30)		—
Total Affiliated Debt Activity	(30)		—

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	Three Months Ended March 31,
	2025		2024
	(in millions)

Interest paid on external debt and P-Caps	(34)		(26)
Others, net	30		110
Total Other Activity	(4)		84

Net increase (decrease) in highly liquid assets	342		(74)
Highly Liquid Assets, end of period	$	2,324	$	1,924

_______________

(1) Represents net activity of draws and repayments of existing credit facilities between Holdings and affiliates.

Capital Contribution to Our Subsidiaries

Holdings did not make any capital contributions to its subsidiaries during the three months ended March 31, 2025.

Loans from Our Subsidiaries

There were no new loans from our subsidiaries during the three months ended March 31, 2025.

Cash Distributions from Our Non-Insurance Subsidiaries

During the three months ended March 31, 2025, Holdings received cash distributions of $182 million from AB and $44 million from the investment management contracts with EFIM and EIM.

Distributions from Insurance Subsidiaries

Our insurance companies are subject to limitations on the payment of dividends and other transfers of funds to Holdings and other affiliates under applicable insurance law and regulation. Also, more generally, the ability of our insurance subsidiaries to pay dividends can be affected by market conditions and other factors beyond our control.

Equitable’s primary insurance regulators in the U.S are the NYDFS and the Arizona Department of Insurance and Financial Institutions. Under New York’s insurance laws, which are applicable to Equitable Financial, a domestic stock life insurer may not pay an Ordinary Dividend exceeding an amount calculated based on a statutory formula without prior approval of the NYDFS. Extraordinary Dividends require the insurer to file a notice of its intent to declare the dividends with the NYDFS and obtain prior approval or non-disapproval from the NYDFS. Similarly, under Arizona insurance law, which is applicable to Equitable America, a domestic life insurer may not pay a dividend to its shareholders that exceeds an amount calculated based on a statutory formula without prior approval of the Arizona Department of Insurance and Financial Institutions.

In 2024, Equitable America had Ordinary Dividend capacity of $441 million. In June 2024, Equitable America received approval from Arizona Department of Insurance and Financial Institutions for an Extraordinary Dividend of $300 million. Holdings received an Ordinary Dividend distribution from Equitable America of $441 million during July 2024. Holdings received a dividend distribution from Equitable America of $22 million during September 2024 under the Extraordinary Dividend capacity. Holdings also received a dividend distribution from Equitable America of $238 million in December 2024 under the Extraordinary Dividend capacity. In 2025, Equitable America estimates it will have Ordinary Dividend capacity of $347 million.

Based on the NYDFS formula, Equitable Financial had no Ordinary Dividend capacity in 2024 and 2025.

Distributions from AllianceBernstein

ABLP is required to distribute all of its Available Cash Flow, as defined in the Amended and Restated Partnership Agreement of ABLP, to the holders of AB Units and to the General Partner. Available Cash Flow is defined as the cash flow received by ABLP from operations minus such amounts as the General Partner determines, in its sole discretion, should be retained by ABLP for use in its business, or plus such amounts as the General Partner determines, in its sole discretion, should be released from previously retained cash flow. Distributions by ABLP are made 1% to the General Partner and 99% among the limited partners.

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Typically, Available Cash Flow has been the adjusted diluted net income per unit for the quarter multiplied by the number of general and limited partnership interests at the end of the quarter. In future periods, management of AB anticipates that Available Cash Flow will be based on adjusted diluted net income per unit, unless management of AB determines, with the concurrence of the Board of Directors of AB, that one or more adjustments that are made for adjusted net income should not be made with respect to the Available Cash Flow calculation.

AB Holding is required to distribute all of its Available Cash Flow, as defined in the Amended and Restated Agreement of Limited Partnership of AB Holding, to holders of AB Holding Units pro rata in accordance with their percentage interest in AB Holding. Available Cash Flow is defined as the cash distributions AB Holding receives from ABLP minus such amounts as the General Partner determines, in its sole discretion, should be retained by AB Holding for use in its business (such as the payment of taxes) or plus such amounts as the General Partner determines, in its sole discretion, should be released from previously retained cash flow. AB Holding is dependent on the quarterly cash distributions it receives from ABLP, which is subject to the performance of capital markets and other factors beyond our control. Distributions from AB Holding are made pro rata based on the holder’s percentage ownership interest in AB Holding.

On December 19, 2024, Holdings and its subsidiaries exchanged 5,211,194 AB Holding Units for AB Units, which receive higher net distributions. On December 19, 2024, Holdings also acquired 4,215,140 AB Units from ABLP for a cash purchase price of $35.59 per share.

As of March 31, 2025, Holdings and its non-insurance company subsidiaries hold approximately 179.5 million AB Units, 0.1 million AB Holding Units and the 1% General Partnership interest in ABLP.

As of March 31, 2025, the ownership structure of ABLP, including AB Units outstanding as well as the General Partner’s 1% interest, was as follows:


Owner	Percentage Ownership
EQH and its subsidiaries	61.8	%
AB Holding	37.5
Unaffiliated holders	0.7
Total	100.0	%

Including both the general partnership and limited partnership interests in AB Holding and ABLP, Holdings and its subsidiaries had an approximate 61.9% economic interest in AB as of March 31, 2025.

Holdings Credit Facilities

On June 24, 2021, Holdings entered into the Amended and Restated Revolving Credit Agreement with respect to a five-year senior unsecured revolving credit facility (the “Credit Facility”), which lowered the facility amount to $1.5 billion and extended the maturity date to June 24, 2026, among other changes. The Amended and Restated Revolving Credit Agreement amends the Revolving Credit Agreement entered into by Holdings on February 16, 2018, as amended on March 22, 2021.

On December 15, 2023, the Company added a $75 million commitment from TD Bank to the Credit Facility, raising the facility amount to $1.6 billion. On July 24, 2024, the Company terminated a $75 million commitment from Credit Suisse to the Credit Facility, reducing the facility amount to $1.5 billion. Additionally, the Company entered in a letter of credit facility with MUFG Bank on January 23, 2024, in a face amount of $200 million to replace a $150 million facility with HSBC that expired on February 16, 2024.

The Credit Facility may provide significant support to our liquidity position when alternative sources of credit are limited. In addition to the Credit Facility, we have letter of credit facilities with an aggregate principal amount of approximately $1.9 billion (the “LOC Facilities”), primarily to be used to support our life insurance business reinsured to EQ AZ Life Re in April 2018. In June 2021, Holdings entered into amendments with each of the issuers of its bilateral letter of credit facilities to effect changes similar to those effected in the Amended and Restated Revolving Credit Agreement. The respective facility limits of the bilateral letter of credit facilities remained unchanged. On May 12, 2023, the Company entered into an amendment to the Credit Facility and LOC Facilities to replace remaining LIBOR-based benchmark rates with Secured Overnight Financial Rate (“SOFR”)-based benchmark rates and to make certain other conforming changes.

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The Credit Facility, LOC Facilities and Term Loan Agreement contain certain administrative, reporting, legal and financial covenants, including requirements to maintain a specified minimum consolidated net worth and to maintain a ratio of indebtedness to total capitalization not in excess of a specified percentage, and limitations on the dollar amount of indebtedness that may be incurred by our subsidiaries and the dollar amount of secured indebtedness that may be incurred by us, which could restrict our operations and use of funds. The right to borrow funds under the Credit Facility, LOC Facilities and Term Loan Agreement is subject to the fulfillment of certain conditions, including compliance with all covenants, and the ability to borrow thereunder is also subject to the continued ability of the lenders that are or will be parties to the facilities to provide funds. As of March 31, 2025, we were in compliance with the covenants under the Credit Facility and LOC Facilities.

Contingent Funding Arrangements

For information regarding activity pertaining to our contingent funding arrangements and other off-balance sheet commitments, see “Commitments and Contingent Liabilities” in Note 16 of the Notes to the Consolidated Financial Statements.

Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock

For information pertaining to our Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock see Note 13 of the Notes to the Consolidated Financial Statements.

Capital Position of Holdings

We manage our capital position to maintain financial strength and credit ratings that facilitate the distribution of our products and provide our desired level of access to the bank and capital markets. Our capital position is supported by the ability of our subsidiaries to generate cash flows and distribute cash to us and our ability to effectively manage the risk of our businesses and to borrow funds and raise capital to meet our operating and growth needs.

Our Board and senior management are directly involved in the development of our capital management policies. Accordingly, capital actions, including proposed changes to the annual capital plan, capital targets and capital policies, are approved by the Board.

Dividends Declared and Paid

The declaration and payment of future dividends is subject to the discretion of our Board of Directors and depends on our financial condition, results of operations, cash requirements, future prospects, regulatory restrictions on the payment of dividends by Holdings’ insurance subsidiaries and other factors deemed relevant by the Board.

The payment of dividends will be substantially restricted in the event that we do not declare and pay (or set aside) dividends on the Series A, Series B and Series C Preferred Stock for the last proceeding dividend period. For additional information on our preferred stock, see “—Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock”.

For information regarding activity pertaining to common and preferred dividends declared and paid, see Note 13 of the Notes to the Consolidated Financial Statements.

Share Repurchase Programs

For information regarding activity pertaining to share repurchase programs, see Note 13 of the Notes to the Consolidated Financial Statements.

Sources and Uses of Liquidity of Our Insurance Subsidiaries

The principal sources of liquidity for our insurance subsidiaries are premiums, investment and fee income, deposits associated with our insurance and annuity operations, cash and invested assets, as well as internal borrowings. The principal uses of that liquidity include benefits, claims and dividends paid to policyholders and payments to policyholders in connection with surrenders and withdrawals.

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Other uses of liquidity include commissions, general and administrative expenses, purchases of investments, the payment of dividends to Holdings and hedging activity. Certain of our insurance subsidiaries’ principal sources and uses of liquidity are described in the paragraphs that follow.

We manage the liquidity of our insurance subsidiaries with the objective of ensuring that they can meet payment obligations linked to our Individual Retirement, Group Retirement and Protection Solutions businesses and to their outstanding debt and derivative positions, including in our hedging programs, without support from Holdings. We employ an asset/liability management approach specific to the requirements of each of our insurance businesses. We measure liquidity against internally-developed benchmarks that consider the characteristics of our asset portfolio and the liabilities that it supports in both the short-term (the next 12 months) and long-term (beyond the next 12 months). We consider attributes of the various categories of our liquid assets (for example, type of asset and credit quality) in calculating internal liquidity indicators for our insurance and reinsurance operations. Our liquidity benchmarks are established for various stress scenarios and durations, including company-specific and market-wide events. The scenarios we use to evaluate the liquidity of our subsidiaries are defined to allow operating entities to operate without support from Holdings.

Liquid Assets

The investment portfolios of our insurance subsidiaries are a significant component of our overall liquidity. Liquid assets include cash and cash equivalents, short-term investments, U.S. Treasury fixed maturities, fixed maturities that are not designated as HTM and public equity securities. We believe that our business operations and the liquidity profile of our assets provide sufficient liquidity under reasonably foreseeable stress scenarios for each of our insurance subsidiaries.

See “—General Account Investment Portfolio” and Note 3 and Note 4 of the Notes to the Consolidated Financial Statements for a description of our retirement and protection businesses’ portfolio of liquid assets.

Hedging Activities

Because the future claims exposure on our insurance products, and in particular our variable annuity products, is sensitive to movements in the equity markets and interest rates, we have in place various hedging and reinsurance programs that are designed to mitigate the economic risks of movements in the equity markets and interest rates. We use derivatives as part of our overall asset/liability risk management program primarily to reduce exposures to equity market and interest rate risks. In addition, we use credit derivatives to replicate exposure to individual securities or pools of securities as a means of achieving credit exposure similar to bonds of the underlying issuer(s) more efficiently. The derivative contracts are an integral part of our risk management program, especially for the management of our variable annuities program, and are collectively managed to reduce the economic impact of unfavorable movements in capital markets. These derivative transactions require liquidity to meet payment obligations such as payments for periodic settlements, purchases, maturities and terminations as well as liquid assets pledged as collateral related to any decline in the net estimated fair value. Collateral calls represent one of our biggest drivers for liquidity needs for our insurance subsidiaries. Our derivatives contracts reside primarily within Equitable Financial, which has a significantly large investment portfolio.

FHLB Membership

Equitable Financial and Equitable America are members of the FHLB, which provides access to collateralized borrowings and other FHLB products.

See Note 16 of the Notes to the Consolidated Financial Statements for further description of our FHLB program.

FABN

Under the FABN program, Equitable Financial may issue funding agreements in U.S. dollar or other foreign currencies.

See Note 16 of the Notes to the Consolidated Financial Statements for further description of our FABN program.

FABCP

Under the FABCP program, Equitable Financial and Equitable America may issue funding agreements in U.S. dollars to the SPLLC.

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See Note 16 of the Notes to the Consolidated Financial Statements for further description of our FABCP program.

Sources and Uses of Liquidity of our Asset Management Segment

The principal sources of liquidity for our Asset Management business include investment management fees and borrowings under its credit facilities and commercial paper program. The principal uses of liquidity include general and administrative expenses, business financing and distributions to holders of AB Units and AB Holding Units plus interest and debt service. The primary liquidity risk for our fee-based Asset Management business is its profitability, which is impacted by market conditions and our investment management performance.

AB Commercial Paper

As of March 31, 2025, AB had $0 million of commercial paper outstanding. As of December 31, 2024, AB had $0 million of commercial paper outstanding. The commercial paper is short term in nature, and as such, recorded value is estimated to approximate fair value (and considered a Level 2 security in the fair value hierarchy). Average daily borrowings for the commercial paper outstanding during the first quarter 2025 and full year 2024 were $183 million and $268 million, respectively, with weighted average interest rates of approximately 4.5% and 5.4%, respectively.

AB Credit Facility

AB has an $800 million committed, unsecured senior revolving credit facility (the “AB Credit Facility”) with a group of commercial banks and other lenders which matures on October 13, 2026. The credit facility provides for possible increases in the principal amount by up to an aggregate incremental amount of $200 million. Any such increase is subject to the consent of the affected lenders. The AB Credit Facility is available for AB and SCB LLC for business purposes, including the support of AB’s commercial paper program. Both AB and SCB LLC can draw directly under the AB Credit Facility and AB management expects to draw on the AB Credit Facility from time to time. AB has agreed to guarantee the obligations of SCB LLC under the AB Credit Facility.

The AB Credit Facility contains affirmative, negative and financial covenants, which are customary for facilities of this type, including, among other things, restrictions on dispositions of assets, restrictions on liens, a minimum interest coverage ratio and a maximum leverage ratio. As of March 31, 2025, AB was in compliance with these covenants. The AB Credit Facility also includes customary events of default (with customary grace periods, as applicable), including provisions under which, upon the occurrence of an event of default, all outstanding loans may be accelerated and/or lender’s commitments may be terminated. Also, under such provisions, upon the occurrence of certain insolvency- or bankruptcy-related events of default, all amounts payable under the AB Credit Facility would automatically become immediately due and payable, and the lender’s commitments would automatically terminate.

Amounts under the Credit Facility may be borrowed, repaid and re-borrowed by us from time to time until the maturity of the facility. Voluntary pre-payments and commitment reductions requested by AB are permitted at any time without a fee (other than customary breakage costs relating to the pre-payment of any drawn loans) upon proper notice and subject to a minimum dollar requirement. Borrowings under the AB Credit Facility bear interest at a rate per annum, which will be, at AB’s option, a rate equal to an applicable margin, which is subject to adjustment based on the credit ratings of AB, plus one of the following indices: a term Secured Overnight Financial Rate; a Prime rate; or the Federal Funds rate.

As of March 31, 2025 and December 31, 2024, AB had no amounts outstanding under the AB Credit Facility. During the three months ended March 31, 2025 and full year 2024, AB and SCB LLC did not draw upon the AB Credit Facility.

As of March 31 2025, SCB LLC has three uncommitted lines of credit with three financial institutions. Two of these lines of credit permit borrowing up to an aggregate of approximately $150 million, with AB named as an additional borrower, while the other line has no stated limit. AB has agreed to guarantee the obligations on SCB LLC under these lines of credit. As of March 31, 2025 and December 31, 2024, SCB LLC had no outstanding balance on these lines of credit. Average daily borrowings during the three months ended March 31, 2025 and the full year 2024 were $1 million and $1 million with weighted average interest rates of approximately 7.5% and 8.5%, respectively.

EQH Facility

AB has a $900 million committed, unsecured senior credit facility (the “EQH Facility”). The EQH Facility matures on August 31, 2029. The EQH Facility is available for AB’s general business purposes. Borrowings under the EQH Facility generally bear interest at a rate per annum based on prevailing overnight commercial paper rates.

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The EQH Facility contains affirmative, negative and financial covenants which are substantially similar to those in AB’s committed bank facilities. As of March 31, 2025, AB was in compliance with these covenants. The EQH Facility also includes customary events of default substantially similar to those in AB’s committed bank facilities, including provisions under which, upon the occurrence of an event of default, all outstanding loans may be accelerated and/or the lender’s commitment may be terminated.

Amounts under the EQH Facility may be borrowed, repaid and re-borrowed by AB from time to time until the maturity of the facility. AB or Holdings may reduce or terminate the commitment at any time without penalty upon proper notice. Holdings also may terminate the facility immediately upon a change of control of AB’s General Partner.

As of March 31, 2025 and December 31, 2024, AB had $740 million and $710 million outstanding under the EQH Facility, with interest rates of approximately 4.3% and 4.3%, respectively. Average daily borrowing of the EQH Facility for the first three months of 2025 and full year 2024 were $409 million and $494 million, respectively, with a weighted average interest rates of approximately 4.3% and 5.2%, respectively.

EQH Uncommitted Facility

In addition to the EQH Facility, AB has a $300 million uncommitted, unsecured senior credit facility (the “EQH Uncommitted Facility”) with EQH. The EQH Uncommitted Facility matures August 31, 2029 and is available for AB’s general business purposes. Borrowings under the EQH Uncommitted Facility bear interest generally at a rate per annum based on prevailing overnight commercial paper rates. The EQH Uncommitted Facility contains affirmative, negative and financial covenants, which are substantially similar to those in the EQH Facility. As of March 31, 2025, AB was in compliance with these covenants.

As of March 31, 2025 and December 31, 2023, AB had no amounts outstanding under the EQH Uncommitted Facility. During the first three months of 2025 and full year 2024, AB did not draw upon the EQH Uncommitted Facility.

Statutory Capital of Our Insurance Subsidiaries

Our capital management framework for our insurance subsidiaries is primarily based on statutory RBC standards and the CTE asset standard for our variable annuity business.

RBC requirements are used as minimum capital requirements by the NAIC and the state insurance departments to evaluate the capital condition of regulated insurance companies. RBC is based on a formula calculated by applying factors to various asset, premium, claim, expense and statutory reserve items. The formula takes into account the risk characteristics of the insurer, including asset risk, insurance risk, interest rate risk, market risk and business risk and is calculated on a quarterly basis and made public on an annual basis. The formula is used as an early warning regulatory tool to identify possible inadequately capitalized insurers for purposes of initiating regulatory action, and not as a means to rank insurers generally. These rules apply to our insurance company subsidiaries and not to Holdings. State insurance laws provide insurance regulators the authority to require various actions by, or take various actions against, insurers whose TAC does not meet or exceed certain RBC levels. At the date of the most recent annual statutory financial statements filed with insurance regulators, the TAC of each of these insurance company subsidiaries subject to these requirements was in excess of each of those RBC levels.

See Note 18 of the Notes to the Consolidated Financial Statements for additional information relating to Prescribed and Permitted Statutory Accounting practices and its impact on our statutory surplus.

Captive Reinsurance Company

We use a captive reinsurance company to more effectively manage our reserves and capital on an economic basis and to enable the aggregation and transfer of risks. Our captive reinsurance company assumes business from affiliates only and is closed to new business. Our captive reinsurance company is a wholly-owned subsidiary located in the United States. In addition to state insurance regulation, our captive reinsurance company is subject to internal policies governing its activities. We continue to analyze the use of our existing captive reinsurance structure, as well as additional third-party reinsurance arrangements.

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Borrowings

The following table sets forth the Company’s total consolidated borrowings. Short-term and long-term debt consists of the following:



	March 31, 2025		December 31, 2024
	(in millions)
Short-term debt:
AB Commercial paper	$	—	$	—



Total short-term debt	—		—
Long-term debt:
Senior Debenture due 2028	250		250
Senior Note due 2028	1,495		1,494
Senior Note due 2029	304		303
Senior Note due 2033	497		497
Senior Note due 2048	1,289		1,289
Junior Sub Debt Securities due 2055	495		—
Total long-term debt	4,330		3,833
Total short and long-term debt	$	4,330	$	3,833

Notes and Debentures

The Senior Notes and Senior Debentures contain customary affirmative and negative covenants, including a limitation on certain liens and a limit on the Company’s ability to consolidate, merge or sell or otherwise dispose of all or substantially all of its assets. The Senior Notes and Senior Debentures also include customary events of default (with customary grace periods, as applicable), including provisions under which, upon the occurrence of an event of default, all outstanding Senior Notes and Senior Debentures may be accelerated. As of March 31, 2025, the Company is in compliance with all debt covenants.

Ratings

Financial strength ratings (which are sometimes referred to as “claims-paying” ratings) and credit ratings are important factors affecting public confidence in an insurer and its competitive position in marketing products. Our credit ratings are also important for our ability to raise capital through the issuance of debt and for the cost of such financing.

Financial strength ratings represent the opinions of rating agencies regarding the financial ability of an insurance company to meet its obligations under an insurance policy. Credit ratings represent the opinions of rating agencies regarding an entity’s ability to repay its indebtedness. The following table summarizes the ratings for Holdings and certain of its subsidiaries. AM Best, S&P and Moody’s have a stable outlook.

AM Best

S&P

Moody’s

Last review date

Feb 25

Mar 25

May 24

Financial Strength Ratings:

Equitable Financial Life Insurance Company

A+

Equitable Financial Life Insurance Company of America

A+

Credit Ratings:

Equitable Holdings, Inc.

bbb+

A-

Baa1

Last review date

Nov 24

Mar 24

AllianceBernstein L.P.

Material Cash Requirement

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Table of Contents

Our material cash requirements include policyholder obligations, long-term debt, commercial paper, EB, operating leases and various funding commitments. See “Material Cash Requirement” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the 2024 Form 10-K for additional information.

Summary of Critical Accounting Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to adopt accounting policies and make estimates and assumptions that affect amounts reported in our consolidated financial statements included elsewhere herein. For a discussion of our significant accounting policies, see Note 2 of the Notes to the Consolidated Financial Statements. The most critical estimates include those used in determining:

•MRBs and purchased MRBs

•accounting for reinsurance;

•estimated fair values of investments in the absence of quoted market values and investment impairments;

•estimated fair values of freestanding derivatives;

•goodwill and related impairment;

•measurement of income taxes and the valuation of deferred tax assets; and

•liabilities for litigation and regulatory matters.

In applying our accounting policies, we make subjective and complex judgments that frequently require estimates about matters that are inherently uncertain. Many of these policies, estimates and related judgments are common in the insurance and financial services industries while others are specific to our business and operations. Actual results could differ from these estimates.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes to the quantitative and qualitative disclosures about market risk described in the 2024 Form 10-K in “Quantitative and Qualitative Disclosures About Market Risk”.

Item 4. Controls and Procedures

Management, with the participation of the Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as defined in Rule 13a-15(e) of the Exchange Act. Based on such evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of March 31, 2025, the Company’s disclosure controls and procedures were effective.

No change in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act) occurred during the quarter ended March 31, 2025 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

For information regarding certain legal proceedings pending against us, see Note 16 of the Notes to the Consolidated Financial Statements. Also see “Risk Factors—Legal and Regulatory Risks—Legal proceedings and regulatory actions” included in the 2024 Form 10-K.

Item 1A. Risk Factors

You should carefully consider the risks described in the “Risk Factors” section included in the Annual Report on Form 10-K for the year ended December 31, 2024. Risks to which we are subject also include, but are not limited to, the factors mentioned under “Note Regarding Forward-Looking Statements and Information” above and the risks of our businesses described elsewhere in this Quarterly Report on Form 10-Q.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table provides information about purchases by Holdings during the three months ended March 31, 2025, of its common stock:


Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
1/1/25 through 1/31/25	1,868,710	$	47.71	1,868,710	$	339,570,180
2/1/25 through 2/28/25	620,370	$	53.27	620,370	$	1,820,670,246
3/1/25 through 3/31/25	2,523,905	$	51.98	2,523,905	$	1,681,870,670
Total	5,012,985	$	50.55	5,012,985	$	1,681,870,670

See Note 13 to the Notes to Consolidated Financial Statements for ASR transaction detail during the three months ended March 31, 2025.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Securities Trading Plans of Directors and Executive Officers

A significant portion of the compensation of our executive officers is delivered in the form of equity awards, including restricted stock units and performance shares. All vehicles contain vesting requirements related to service, with performance shares also requiring the satisfaction of certain performance criteria related to corporate performance to obtain a payout. This compensation design is intended to align executive compensation with the performance experienced by our shareholders. Following the delivery of shares of our common stock under those equity awards, once any applicable service- or performance-based vesting standards have been satisfied, our executive officers from time to time engage in the open-market sale of some of those shares. Our executive officers may also engage from time to time in other transactions involving our securities.

Transactions in our securities by our executive officers are required to be made in accordance with our Insider Trading Policy, which, among other things, requires that the transactions be in accordance with applicable U.S. federal securities laws that prohibit trading while in possession of material nonpublic information. Rule 10b5-1 under the Exchange Act provides an affirmative defense that enables prearranged transactions in securities in a manner that avoids concerns about initiating transactions at a future date while possibly in possession of material nonpublic information. Our Insider Trading Policy permits our executive officers to enter into trading plans designed to comply with Rule 10b5-1.

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During the three months ended March 31, 2025, none of the Company’s directors or executive officers adopted, terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933, as amended).

Item 6. Exhibits


Number		Description and Method of Filing
4 .1		First Supplemental Indenture, dated as of March 26, 2025, between Equitable Holdings, Inc. and the Trustee (incorporated by reference to Exhibit 4.1 of our Current Report on Form 8-K, filed March 26, 2025).
1 0.1	#	Master Transaction Agreement, dated as of February 23, 2025, by and among Equitable Financial Life Insurance Company, Equitable Financial Life Insurance Company of America, Equitable Financial Life & Annuity Company, and RGA Reinsurance Company.
1 0 .2		364-Day Term Loan Credit Agreement, dated as of February 21, 2025, among Equitable Holdings, Inc., certain Banks and Barclays Bank Plc, as administrative agent, sole lead arranger and bookrunner (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed on February 24, 2025).
1 0.3		Underwriting Agreement, dated as of March 12, 2025, among Equitable Holdings, Inc. and Citigroup Global Markets Inc., Morgan Stanley & Co., LLC and Wells Fargo Securities, LLC (incorporated by reference to Exhibit 1.1 to our Current Report on Form 8-K, filed on March 13, 2025).
31.1	#	Certification of the Registrant’s Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	#	Certification of the Registrant’s Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	#	Certification of the Registrant’s Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	#	Certification of the Registrant’s Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
104		Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibits 101).

______________

# Filed herewith.

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GLOSSARY

Selected Financial Terms


Account Value (“AV”)			Generally equals the aggregate policy account value of our retirement and protection products. General Account AV refers to account balances in investment options that are backed by the General Account while Separate Accounts AV refers to Separate Accounts investment assets.

Alternative investments			Investments in real estate and real estate joint ventures and other limited partnerships.

Assets under administration (“AUA”)			Includes non-insurance client assets that are invested in our savings and investment products or serviced by our Equitable Advisors platform. We provide administrative services for these assets and generally record the revenues received as distribution fees.

Assets under management (“AUM”)			Investment assets that are managed by one of our subsidiaries and includes: (i) assets managed by AB, (ii) the assets in our GAIA portfolio and (iii) the Separate Account assets of our retirement and protection businesses. Total AUM reflects exclusions between segments to avoid double counting.

Combined RBC Ratio			Calculated as the overall aggregate RBC ratio for the Company’s insurance subsidiaries including capital held for its life insurance and variable annuity liabilities and non-variable annuity insurance liabilities.

Conditional tail expectation (“CTE”)			Calculated as the average amount of total assets required to satisfy obligations over the life of the contract or policy in the worst x% of scenarios. Represented as CTE (100 less x). Example: CTE95 represents the worst five percent of scenarios.

Deferred policy acquisition cost (“DAC”)			Represents the incremental costs related directly to the successful acquisition of new and certain renewal insurance policies and annuity contracts and which have been deferred on the consolidated balance sheet as an asset.

Deferred sales inducements (“DSI”)			Represent amounts that are credited to a policyholder’s account balance that are higher than the expected crediting rates on similar contracts without such an inducement and that are an incentive to purchase a contract and also meet the accounting criteria to be deferred as an asset that is amortized over the life of the contract.

Fee-type revenue			Revenue from fees and related items, including policy charges and fee income, premiums, investment management and service fees, and other income.

Gross Premiums			First year premium and renewal premium and deposits


Invested assets			Includes fixed maturity securities, equity securities, mortgage loans, policy loans, alternative investments and short-term investments.

Protection Solutions Reserves			Equals the aggregate value of Policyholders’ account balances and Future policy benefits for policies in our Protection Solutions segment.

Reinsurance			Insurance policies purchased by insurers to limit the total loss they would experience from an insurance claim.

Renewal premium and deposits			Premiums and deposits after the first twelve months of the policy or contract.

Risk-based capital (“RBC”)			Rules to determine insurance company statutory capital requirements. It is based on rules published by the National Association of Insurance Commissioners (“NAIC”).

Total adjusted capital (“TAC”)			Primarily consists of capital and surplus, and the asset valuation reserve.

Product Terms

401(k)			A tax-deferred retirement savings plan sponsored by an employer. 401(k) refers to the section of the Internal Revenue Code of 1986, as amended (the “Code”) pursuant to which these plans are established.

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403(b)			A tax-deferred retirement savings plan available to certain employees of public schools and certain tax-exempt organizations. 403(b) refers to the section of the Code pursuant to which these plans are established.

Affluent			Refers to individuals with $250,000 to $999,999 of investable assets.

Annuitant			The person who receives annuity payments or the person whose life expectancy determines the amount of variable annuity payments upon annuitization of an annuity to be paid for life.

Annuitization			The process of converting an annuity investment into a series of periodic income payments, generally for life.


Benefit base			A notional amount (not actual cash value) used to calculate the owner’s guaranteed benefits within an annuity contract. The death benefit and living benefit within the same contract may not have the same benefit base.

Cash surrender value			The amount an insurance company pays (minus any surrender charge) to the policyholder when the contract or policy is voluntarily terminated prematurely.

Dollar-for-dollar withdrawal			A method of calculating the reduction of a variable annuity benefit base after a withdrawal in which the benefit is reduced by one dollar for every dollar withdrawn.

EQUI-VEST Group (“EG”)			A traditional variable deferred annuity without enhanced guaranteed benefits with single and ongoing premiums sold in the tax-exempt 403(b)/457(b) markets.

EQUI-VEST Individual (“EI”)			A traditional variable deferred annuity without enhanced guaranteed benefits sold in the individual market.

Future policy benefits			Future policy benefits for the annuities business are comprised mainly of liabilities for life-contingent income annuities, and liabilities for the variable annuity guaranteed minimum benefits accounted for as insurance. Future policy benefits for the life business are comprised mainly of liabilities for traditional life and certain liabilities for universal and variable life insurance contracts (other than the Policyholders’ account balance).

General Account Investment Portfolio			The invested assets held in the General Account.

General Account			The assets held in the general accounts of our insurance companies as well as assets held in our Separate Accounts on which we bear the investment risk.

GMxB			A general reference to all forms of variable annuity guaranteed benefits, including guaranteed minimum living benefits, or GMLBs (such as GMIBs, GMWBs and GMABs), and guaranteed minimum death benefits, or GMDBs (inclusive of return of premium death benefit guarantees).

GMxB Core			Retirement Cornerstone and Accumulator sold 2011 and later.

GMxB Legacy			Fixed-rate GMxB business written prior to 2011.

Guaranteed income benefit (“GIB”)			An optional benefit which provides the policyholder with a guaranteed lifetime annuity based on predetermined annuity purchase rates applied to a GIB benefit base, with annuitization automatically triggered if and when the contract AV falls to zero.


Guaranteed minimum accumulation benefits (“GMAB”)			An optional benefit (available for an additional cost) which entitles an annuitant to a minimum payment, typically in lump-sum, after a set period of time, typically referred to as the accumulation period. The minimum payment is based on the benefit base, which could be greater than the underlying AV.

Guaranteed minimum death benefits (“GMDB”)			An optional benefit (available for an additional cost) that guarantees an annuitant’s beneficiaries are entitled to a minimum payment based on the benefit base, which could be greater than the underlying AV, upon the death of the annuitant.

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Guaranteed minimum income benefits (“GMIB”)			An optional benefit (available for an additional cost) where an annuitant is entitled to annuitize the policy and receive a minimum payment stream based on the benefit base, which could be greater than the underlying AV.

Guaranteed minimum living benefits (“GMLB”)			A reference to all forms of guaranteed minimum living benefits, including GMIBs, GMWBs and GMABs (does not include GMDBs).

Guaranteed minimum withdrawal benefits (“GMWB”)			An optional benefit (available for an additional cost) where an annuitant is entitled to withdraw a maximum amount of their benefit base each year, for which cumulative payments to the annuitant could be greater than the underlying AV.

Guaranteed withdrawal benefit for life (“GWBL”)			An optional benefit (available for an additional cost) where an annuitant is entitled to withdraw a maximum amount of their benefit base each year, for the duration of the policyholder’s life, regardless of account performance.

High net worth			Refers to individuals with $1,000,000 or more of investable assets.

Indexed Universal Life (“IUL”)			A permanent life insurance offering built on a universal life insurance framework that uses an equity-linked approach for generating policy investment returns.

Investment Edge (“IE”)			A traditional variable deferred annuity without enhanced guaranteed benefits that provides tax-efficient distribution.

Living benefits			Optional benefits (available at an additional cost) that guarantee that the policyholder will get back at least his original investment when the money is withdrawn.

Mortality and expense risk fee (“M&E fee”)			A fee charged by insurance companies to compensate for the risk they take by issuing life insurance and variable annuity contracts.


Net flows			Net change in customer account balances in a period including, but not limited to, gross premiums, surrenders, withdrawals and benefits. It excludes investment performance, interest credited to customer accounts and policy charges.

Policyholder account balances			Annuities. Policyholder account balances are held for fixed deferred annuities, the fixed account portion of variable annuities and non-life contingent income annuities. Interest is credited to the policyholder’s account at interest rates we determine which are influenced by current market rates, subject to specified minimums. Life Insurance Policies. Policyholder account balances are held for retained asset accounts, universal life policies and the fixed account of universal variable life insurance policies. Interest is credited to the policyholder’s account at interest rates we determine which are influenced by current market rates, subject to specified minimums.

Return of premium (“ROP”) death benefit			This death benefit pays the greater of the account value at the time of a claim following the owner’s death or the total contributions to the contract (subject to adjustment for withdrawals). The charge for this benefit is usually included in the M&E fee that is deducted daily from the net assets in each variable investment option. We also refer to this death benefit as the Return of Principal death benefit.

Rider			An optional feature or benefit that a policyholder can purchase at an additional cost.

Separate Account			Refers to the separate account investment assets of our insurance subsidiaries excluding the assets held in those Separate Accounts on which we bear the investment risk.

Surrender charge			A fee paid by a contract owner for the early withdrawal of an amount that exceeds a specific percentage or for cancellation of the contract within a specified amount of time after purchase.


Surrender rate			Represents annualized surrenders and withdrawals as a percentage of average AV.

Universal life (“UL”) products			Life insurance products that provide a death benefit in return for payment of specified annual policy charges that are generally related to specific costs, which may change over time. To the extent that the policyholder chooses to pay more than the charges required in any given year to keep the policy in-force, the excess premium will be placed into the AV of the policy and credited with a stated interest rate on a monthly basis.

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Variable annuity			A type of annuity that offers guaranteed periodic payments for a defined period of time or for life and gives purchasers the ability to invest in various markets though the underlying investment options, which may result in potentially higher, but variable, returns.

Variable Universal Life (“VUL”)			Universal life products where the excess amount paid over policy charges can be directed by the policyholder into a variety of Separate Account investment options. In the Separate Account investment options, the policyholder bears the entire risk and returns of the investment results.

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ACRONYMS

•“AB” or “AllianceBernstein” means AB Holding and ABLP

•“AB Holding” means AllianceBernstein Holding L.P., a Delaware limited partnership

•“AB Holding Units” means units representing assignments of beneficial ownership of limited partnership interests in AB Holding

•“AB Units” means units of limited partnership interests in ABLP

•“ABLP” means AllianceBernstein L.P., a Delaware limited partnership and the operating partnership for the AB business

•“AFS” means available-for-sale

•“AOCI” means accumulated other comprehensive income

•“ASR” means accelerated share repurchase

•“ASU” means Accounting Standards Update

•“BOP” means beginning of period

•“BPs” means basis points

•“BRS” means Bernstein Research Services

•“CDS” means credit default swaps

•“CLO” means collateralized loan obligation

•“CODM” means chief operating decision maker

•“COI” means cost of insurance

•“COLI” means corporate owned life insurance

•“Company” means Equitable Holdings, Inc. with its consolidated subsidiaries

•“CS Life” means Corporate Solutions Life Reinsurance Company, a Delaware corporation and a wholly-owned direct subsidiary of Venerable Insurance and Annuity Company RE

•“CSA” means credit support annex

•“DOL” means U.S. Department of Labor

•“DSC” means debt service coverage

•“EAFE” means European, Australasia, and Far East

•“EB” means Employee Benefits

•“EFS” means Equitable Financial Services, LLC, a Delaware corporation and a wholly-owned direct subsidiary of Holdings

•“EPS” means earnings per share

•“EOP” means end of period

•“Equitable Advisors” means Equitable Advisors, LLC, a Delaware limited liability company, our retail broker/dealer for our retirement and protection businesses and a wholly-owned indirect subsidiary of Holdings

•“Equitable America” means Equitable Financial Life Insurance Company of America (f/k/a MONY Life Insurance Company of America), an Arizona corporation and a wholly-owned indirect subsidiary of Holdings

•“Equitable Financial” means Equitable Financial Life Insurance Company, a New York corporation, a life insurance company and a wholly-owned subsidiary of EFS

•“Equitable Financial QP” means Equitable Financial sponsored Equitable Retirement Plan

•“EQ AZ Life Re” means EQ AZ Life Re Company, an Arizona corporation and a wholly-owned indirect subsidiary of Holdings.

•“ERISA” means Employee Retirement Income Security Act of 1974

•“ESG” means environmental, social and governance

•“ETF” means exchange traded funds

•“ETR” means effective tax rate

•“Exchange Act” means Securities Exchange Act of 1934, as amended

•“FABCP” means Funding Agreement-Backed Commercial Paper Program

•“FABN” means Funding Agreement Backed Notes Program

•“FHLB” means Federal Home Loan Bank

•“General Partner” means AllianceBernstein Corporation, a Delaware corporation and the general partner of AB Holding and ABLP

•“Holdings” means Equitable Holdings, Inc.

•“HTM” means held-to-maturity

•“ISDA Master Agreement” means International Swaps and Derivatives Association Master Agreement

•“LIBOR” means London Interbank Offered Rate

•“LTV” means loan to value

•“MRBs” means market risk benefits

•“MSO” means Market Stabilizer Option

•“NAIC” means National Association of Insurance Commissioners

•“NAR” means net amount at risk

•“NAV” means net asset value

•“NLG” means no-lapse guarantee

•“NYDFS” means New York State Department of Financial Services

•“OCI” means other comprehensive income

•“OTC” means over-the-counter

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•“PTEs” means prohibited transaction exemptions

•“P-Caps” means Pre-Capitalized Trust Securities

•“RGA” means Reinsurance Group of America

•“SCB LLC” means Sanford C. Bernstein & Co., LLC, a registered investment adviser and broker-dealer.

•“SCS” means Structured Capital Strategies

•“SEC” means U.S. Securities and Exchange Commission

•“Series A Preferred Stock” means Holdings’ Series A Fixed Rate Noncumulative Perpetual Preferred Stock

•“Series B Preferred Stock” means Holdings’ Series B Fixed Rate Reset Noncumulative Perpetual Preferred Stock

•“Series C Preferred Stock” means Holdings’ Series C Fixed Rate Reset Noncumulative Perpetual Preferred Stock

•“SIA” means sales inducement asset

•“SIO” means structured investment option

•“SPE” means special purpose entity

•“SVO” means Securities Valuation Office

•“TAR” means total asset requirement

•“TIPS” means treasury inflation-protected securities

•“U.S. GAAP” means accounting principles generally accepted in the United States of America

•“UL” means universal life

•“Venerable” means Venerable Holdings, Inc.

•“VIE” means variable interest entity

•“VOE” means voting interest entity

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Equitable Holdings, Inc. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Date: May 1, 2025	EQUITABLE HOLDINGS, INC.

	By:	/s/ Robin M. Raju
		Name:	Robin M. Raju
		Title:	Chief Financial Officer (Principal Financial Officer)

Date: May 1, 2025	By:	/s/ William Eckert
		Name:	William Eckert
		Title:	Chief Accounting Officer (Principal Accounting Officer)

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EX-10.1 2 eqh-03312025exhibit101.htm EX-10.1 Document

EXECUTION VERSION

CONFIDENTIAL

MASTER TRANSACTION AGREEMENT

dated as of February 23, 2025

between

EQUITABLE FINANCIAL LIFE INSURANCE COMPANY

EQUITABLE FINANCIAL LIFE INSURANCE COMPANY OF AMERICA

EQUITABLE FINANCIAL LIFE AND ANNUITY COMPANY

(referred to as the Ceding Companies)

and

RGA REINSURANCE COMPANY

(referred to as the Reinsurer)

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) PRIVATE OR CONFIDENTIAL. SUCH EXCLUDED INFORMATION IS IDENTIFIED HEREIN WITH “[***].” SCHEDULES AND EXHIBITS HAVE BEEN OMITTED PURSUANT TO ITEM 601(A)(5) OF REGULATION S-K.

TABLE OF CONTENTS

Section 1.01 Certain Defined Terms 2

ARTICLE II TRANSACTIONS TO BE EFFECTUATED AT CLOSING 18

Section 2.01 Closing 18

Section 2.02 Gross Statutory-to-Economic Reserve Adjustment 19

Section 2.03 Preliminary Estimated Closing Statement; Estimated Closing Statement; Investment Asset Selection 19

Section 2.04 Final Closing Statement 21

Section 2.05 Closing Date Deliveries 25

ARTICLE III REPRESENTATIONS AND WARRANTIES REGARDING THE CEDING COMPANIES 26

Section 3.01 Incorporation and Authority of the Ceding Companies 26

Section 3.02 No Conflict 27

Section 3.03 Consents and Approvals 27

Section 3.04 Financial Statements; Books and Records 27

Section 3.05 Absence of Certain Changes 29

Section 3.06 Absence of Litigation 29

Section 3.07 Compliance with Laws 29

Section 3.08 Governmental Licenses and Permits 29

Section 3.09 Insurance Regulatory Matters 30

Section 3.10 Reinsurance Agreements 31

Section 3.11 Actuarial Appraisal; Specified Data 32

Section 3.12 Brokers 33

Section 3.13 Separate Accounts 34

Section 3.14 Reserves 35

Section 3.15 Data Protection 35

Section 3.16 Product Tax Matters 36

Section 3.17 Producers 36

Section 3.18 Third Party Administrators 36

Section 3.19 Investment Assets 37

Section 3.20 Solvency 37

Section 3.21 ERISA Matters 37

Section 3.22 Unclaimed Property 37

Section 3.23 Anti-Money Laundering Laws 38

Section 3.24 Regulatory Closed Block 38

Section 3.25 Investment Option Agreements 38

Section 3.26 NO OTHER REPRESENTATIONS OR WARRANTIES 38

ARTICLE IV REPRESENTATIONS AND WARRANTIES REGARDING THE REINSURER 39

Section 4.01 Incorporation and Authority of Reinsurer 39

Section 4.02 No Conflict 39

Section 4.03 Consents and Approvals 40

Section 4.04 Absence of Litigation 40

Section 4.05 Solvency 40

Section 4.06 Regulatory Matters 40

Section 4.07 Financial Statements 41

Section 4.08 Financial Ability 42

Section 4.09 Brokers 42

Section 4.10 No Reliance 42

Section 4.11 NO OTHER REPRESENTATIONS OR WARRANTIES 43

ARTICLE V COVENANTS 43

Section 5.01 Conduct of Business Prior to the Closing 43

Section 5.02 Pre-Closing Access to Information 44

Section 5.03 Reasonable Best Efforts 45

Section 5.04 Third-Party Consents 48

Section 5.05 Recapture of Captive Reinsurance Agreements 48

Section 5.06 Post Closing Access to Information 48

Section 5.07 Confidentiality 50

Section 5.08 Non-Solicitation 50

Section 5.09 Exclusivity 51

Section 5.10 [***] 51

Section 5.11 Further Assurances 52

Section 5.12 Ceding Company Names and Marks 52

Section 5.13 Privilege Preservation 52

ARTICLE VI CONDITIONS TO CLOSING AND RELATED MATTERS 53

Section 6.01 Conditions to the Obligations of Reinsurer and the Ceding Companies 53

Section 6.02 Conditions to Obligations of the Ceding Companies 53

Section 6.03 Conditions to Obligations of Reinsurer 54

Section 6.04 Frustration of Closing Condition 55

ARTICLE VII TERMINATION AND WAIVER 55

Section 7.01 Termination 55

Section 7.02 Notice of Termination 56

Section 7.03 Effect of Termination 56

ARTICLE VIII SURVIVAL; INDEMNIFICATION 56

Section 8.01 Survival of Representations, Warranties and Covenants 56

Section 8.02 Indemnification 57

Section 8.03 Certain Limitations 58

Section 8.04 Definitions 60

Section 8.05 Procedures 61

Section 8.06 Direct Claims 62

Section 8.07 Sole Remedy 62

Section 8.08 Treatment of Indemnity Payment 62

Section 8.09 Right to Indemnification 63

ARTICLE IX GENERAL PROVISIONS 63

Section 9.01 Expenses 63

Section 9.02 Notices 63

Section 9.03 Public Announcements 64

Section 9.04 Severability 65

Section 9.05 Entire Agreement 65

Section 9.06 Assignment 65

Section 9.07 No Third-Party Beneficiaries 66

Section 9.08 Amendment 66

Section 9.09 Schedules 66

Section 9.10 Submission to Jurisdiction 66

Section 9.11 Governing Law 67

Section 9.12 Waiver of Jury Trial 67

Section 9.13 Specific Performance 67

Section 9.14 Waivers 67

Section 9.15 Rules of Construction 67

Section 9.16 Reserves 68

Section 9.17 Counterparts 69

Section 9.18 Reinsurer Deliveries 69

Section 9.19 Time of Essence 69

Section 9.20 Conflict Between Transaction Documents 69

Section 9.21 Prevailing Party 69

Section 9.22 Incontestability 69

SCHEDULES

Schedule 1.01(a) Ceding Company Knowledge Persons

Schedule 1.01(b) Reinsurer Knowledge Persons

Schedule 1.01(c) Required Regulatory Approvals

Schedule 1.01(d) [***]

Schedule 1.01(e) [***]

Schedule 2.03(a) Reference Net Settlement Statement

Schedule 2.03(b) Agreed Accounting Principles

Schedule 2.03(c) Asset Portfolio

Schedule 2.03(d) Asset Selection Protocol Schedule 2.03(e) Fair Market Value Methods

iii

Schedule 5.04 Third-Party Consents

EXHIBITS

Exhibit A Form of EFLIC Reinsurance Agreement

Exhibit B Form of EFLOA Reinsurance Agreement

Exhibit C Form of EFLA Reinsurance Agreement

Exhibit D Form of EFLIC Trust Agreement

Exhibit E Form of EFLOA Trust Agreement

Exhibit F Form of IMA Letter Agreement

Exhibit G [***]

Exhibit H-1 Form of Captive Reinsurance Recapture Amendment (EFLIC-EQ AZ)

Exhibit H-2 Form of Internal Reinsurance Recapture Amendment (EFLIC-EFLOA)

Exhibit H-3 Form of Captive Reinsurance Recapture Amendment (EFLOA-EQ AZ)

This MASTER TRANSACTION AGREEMENT (including all schedules, exhibits and annexes hereto, this “Agreement”), dated as of February 23, 2025, is made by and between 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”), 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”) and RGA Reinsurance Company, a Missouri-domiciled insurance company (the “Reinsurer”). Each of the Ceding Companies and the Reinsurer shall be referred to herein as a “Party” and, together, the “Parties.”

PRELIMINARY STATEMENTS

WHEREAS, upon the terms and subject to the conditions set forth in this Agreement and the other Transaction Agreements, the Ceding Companies wish to transfer to Reinsurer, and Reinsurer wishes to acquire and discharge, as applicable, certain assets and liabilities associated with the Business (as hereinafter defined); and

WHEREAS, it is contemplated that, upon the terms and subject to the conditions set forth in this Agreement, at the Closing: (a) each of the Ceding Companies, on the one hand under separate agreements, and Reinsurer, on the other hand, will enter into a Coinsurance and Modified Coinsurance Agreement, substantially in the form attached as Exhibit A, Exhibit B and Exhibit C hereto, as applicable (each a “Reinsurance Agreement” and, collectively, the “Reinsurance Agreements”), pursuant to which, upon the terms and subject to the conditions set forth therein, such applicable Ceding Company will cede to Reinsurer, and Reinsurer will reinsure, (i) on a combined coinsurance and modified coinsurance basis, a seventy-five percent (75%) quota share of the General Account Liabilities (as defined therein), (ii) a seventy-five percent (75%) quota share of the Separate Account Liabilities (as defined therein) consisting of, among other things, those universal life insurance contracts, variable universal life insurance contracts, indexed universal life insurance contracts, corporate sponsored variable universal life insurance contracts (as applicable), single premium life insurance contracts, level term and annual renewable term life insurance contracts and participating life insurance contracts described therein, and (iii) a seventy-five percent (75%) quota share of the Regulatory Closed Block Liabilities (as defined therein) consisting of certain participating life insurance contracts described therein on a modified coinsurance basis; (b) each of EFLIC and EFLOA, on the one hand under separate agreements, and Reinsurer and the Trustee, on the other hand, will enter into Trust Agreements, substantially in the forms attached as Exhibit D and Exhibit E hereto, as applicable, pursuant to each of which, upon the terms and subject to the conditions set forth therein, Reinsurer will establish with the Trustee a trust account for the sole use and benefit of the applicable Ceding Company to collateralize its obligations under the applicable Reinsurance Agreement (each a “Trust Account” and, together, the “Trust Agreements”); (c) on or around the Closing Date, as agreed between the parties thereto and subject to the terms of the IMA Letter Agreement (as defined below), the Reinsurer and AllianceBernstein L.P. will enter into a Discretionary Investment Advisory Agreement (the “Investment Management Agreement”); and (d) Equitable Holdings, Inc., the parent company of the Ceding Companies, and Reinsurer have, on the date hereof, entered into a letter agreement, in the form attached as Exhibit F hereto, in connection with the Investment Management Agreement (the “IMA Letter Agreement”).

NOW, THEREFORE, in consideration of the foregoing, the representations, warranties, covenants and agreements set forth in this Agreement, and other good and valuable consideration, the adequacy and receipt of which are hereby acknowledged, the Parties hereby agree as follows:

ARTICLE I
DEFINITIONS

Section 1.01 Certain Defined Terms. Capitalized terms used in this Agreement have the meanings specified or referred to in this Section 1.01.

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“Action” means any claim, action, suit, litigation, arbitration or proceeding by or before any Governmental Authority or arbitrator or arbitration panel or similar Person or body.

“Actuarial Appraisal” shall have the meaning set forth in Section 3.11.

“Adjusted Gross Statutory-to-Economic Reserve Adjustment” means the Gross Statutory-to-Economic Reserve Adjustment for each such Ceding Company, as adjusted as of the Closing as set forth on Schedule 2.03(b) under the section titled “Line-Item: Purchase Price Adjustment (“PPA”)”.

“Adjustment Report” shall have the meaning set forth in Section 2.04(e)(iv).

“Affiliate” means, with respect to any specified Person, any other Person that, at the time of determination, directly or indirectly through one or more intermediaries, Controls, is Controlled by or is under common Control with, such specified Person.

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“Aggregate Cap” shall have the meaning set forth in Section 8.03(a).

“Agreed Accounting Principles” means the accounting principles, procedures and methodologies set forth on Schedule 2.03(b).

“Agreement” shall have the meaning set forth in the preamble hereto.

“Applicable Ceding Company Reports” shall have the meaning set forth in the respective Reinsurance Agreements.

“Applicable Privacy Laws” means applicable Laws relating to privacy, data protection, information security, data breach or the collection and use of an individual’s information and user information gathered, accessed, collected, used or otherwise processed by a Ceding Company or any of its Affiliates or their respective employees, agents or contractors in the course of the operations of the Reinsured Contracts, including, but not limited to, the Gramm-Leach-Bliley Act, 15 U.S.C.

§ 6809(4); the Health Insurance Portability and Accountability Act of 1996, 42 U.S.C. § 1320d–2; the California Consumer Privacy Act, Cal. Civ. Code § 1798.100 et seq.; the New York Department of Financial Services Cybersecurity Rule, 23 NYCRR 500; and any U.S. state-level adoption of the NAIC Model Laws #668, #670, #672, and #673.

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“Asset Portfolio” means the Investment Assets of the applicable Ceding Company set forth on the attached Schedule 2.03(c) as may be adjusted in good faith by each Ceding Company from time to time prior to Closing in its ordinary course of business and in a manner that results in such pool of Investment Assets for each Ceding Company, as applicable, having substantially similar book yield, duration, credit rating and ratio of Fair Market Value to Statutory Book Value in the aggregate before and after such adjustments to remove and replace impaired assets, matured assets or cash from the maturity or redemption or similar repurchase of any such Investment Assets in compliance with the Asset Selection Protocol, and in any case as otherwise adjusted as agreed by the Ceding Companies and the Reinsurer.

“Asset Selection Protocol” shall have the meaning set forth on Schedule 2.03(d).

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“Books and Records” means originals or copies of all books and records in the possession, custody or control of each Ceding Company or any of its Affiliates that relate to the Reinsured Contracts, the Reinsured Liabilities (as defined in the Reinsurance Agreements) or the Separate Accounts, including administrative records, claim records, sales records, underwriting records, financial records, reinsurance records, compliance records and other records, in whatever form maintained, but excluding certificates of incorporation, bylaws, corporate seals, licenses to do business, minute books and other corporate records relating to the corporate organization or capitalization of any such Ceding Company or its Affiliates, tax returns or records (other than with respect to Premium Taxes (as defined in the Reinsurance Agreements) and similar taxes that relate to the Reinsured Contracts or the Separate Accounts), records of any employee of a Ceding Company or its Affiliates, benefit plan records with respect to any employee of a Ceding Company or its Affiliates, and books and records that are subject to the attorney-client, work product, or other similar privilege or doctrine.

“Burdensome Condition” means that none of the Ceding Companies nor the Reinsurer or their respective Affiliates shall be obligated to take or refrain from taking, or to agree to their respective Affiliates taking or refraining from taking, any action, or to permit or suffer to exist any restriction, condition, limitation or requirement which, individually or together with all other such actions, restrictions, conditions, limitations or requirements, in each case, imposed by a Governmental Authority in connection with any permit, order, consent, approval, non-disapproval, non-objection, exemption or authorization relating to the consummation of the transactions contemplated by the Transaction Agreements, (a) in the case of the Ceding Companies would reasonably be expected to (i) have a material adverse effect on the financial condition or results of operations of Equitable Holdings, Inc. or any Ceding Company assuming, in the case of each of EFLOA and EFLA, that such entity were at least the size and had similar financial characteristics as EFLIC, after giving effect to the transactions contemplated by this Agreement, (ii) require a Ceding Company or any of its Affiliates to incur any material liability with respect to the Business after the Closing Date, except as contemplated by this Agreement or the other Transaction Agreements, [***], (iii) restrict in any material respect the ability of a Ceding Company or any of its Affiliates to conduct their respective business in a way that is material to any such entity assuming such entity were at least the size and had similar financial characteristics as EFLIC, or (iv) result in a material impairment of the aggregate economic benefits expected as of the date hereof to be obtained by the Ceding Companies and their Affiliates, taken as a whole, in connection with the transactions contemplated by this Agreement and the other Transaction Agreements, or materially and adversely affect the rights, liabilities, or obligations of any Ceding Company or any of their Affiliates under this Agreement, any of the other Transaction Agreements, or the transactions contemplated by the Required Regulatory Approvals, [***], or (b) in the case of the Reinsurer would reasonably be expected to (i) have a Business Material Adverse Effect or a material adverse effect on the financial condition or results of operations of Reinsurance Group of America Inc., Reinsurer or [***], assuming in the case of [***] such entity were at least the size and had similar financial characteristics as Reinsurer, after giving effect to the transactions contemplated by this Agreement, (ii) require or involve the sale, disposition, or separate holding, through the establishment of a trust or otherwise, of any businesses, operations, or assets, or any interests therein, of the Reinsurer that is material to the Reinsurance Group of America Inc. and its respective Subsidiaries (the “Reinsurer Group”) taken as a whole, or otherwise limit any assets, business or operations, or interest in any assets, business or operations of the Reinsurer or any of its Affiliates that are unrelated to this Agreement or the other Transaction Agreements and that are in a manner that is, in the case of the Reinsurer Group or any member thereof, material to the Reinsurer Group taken as a whole, (iii) result in a material impairment of the aggregate economic benefits expected as of the date hereof to be obtained by the Reinsurer in connection with the transactions contemplated by this Agreement and the other Transaction Agreements, or materially and adversely affect the rights, liabilities, or obligations of the Reinsurer or any of the applicable RGA Transaction Parties under this Agreement, any of the other Transaction Agreements, or the transactions contemplated by the Required Regulatory Approvals, [***], or (iv) require any capital or support arrangement (including risk-based or solvency ratio-based capital) or contribution by the Reinsurer or any of its Affiliates for the benefit of any Person (other than as contemplated by the Transaction Agreements).

“Business” means, with respect to each Ceding Company, the business of issuing, selling, underwriting, marketing, administering, servicing, delivering insuring, reinsuring, cancelling and distributing the Reinsured Contracts issued by such Ceding Company.

“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in the City of New York, New York are required or authorized by Law to be closed.

“Business Material Adverse Effect” means, as applicable to each Ceding Company (a) a material adverse effect on the financial condition or results of operations of the Business, taken as a whole; provided, that no event, change, circumstance, effect, development, condition or occurrence resulting from or arising out of any of the following shall constitute or be deemed to contribute to a Business Material Adverse Effect or be taken into account in determining whether a Business Material Adverse Effect has occurred or would be reasonably likely to occur: (i) changes in economic, business or regulatory conditions generally affecting the United States retirement products and services industry or the annuity industry, (ii) changes in United States or global capital, financial or securities markets or conditions, including prevailing interest rates, currency exchange rates or price levels, equity prices or trading volumes in the United States or foreign securities markets, (iii) local or national political conditions (including the outbreak or escalation of war, military action, sabotage or acts of terrorism) or any Contagion Event, earthquakes, hurricanes, tropical storms, floods, fires or other natural disasters, in each case, whether commenced before or after the date hereof and whether inside or outside the United States, (iv) the negotiation, execution and delivery of, or compliance with the terms of, or the taking of any action required by this Agreement or the other Transaction Agreements, (v) the public announcement or the pendency or consummation of the transactions contemplated by this Agreement or the other Transaction Agreements, including the identity of Reinsurer or any of its Affiliates or any communication by Reinsurer or any of its Affiliates regarding plans, proposals or projections with respect to the Business (including to the extent related thereto, the impact thereof on relationships, contractual or otherwise, with customers, policyholders, reinsurers, brokers, distributors, partners or employees), (vi) changes or prospective changes in applicable Law, GAAP or SAP or other applicable accounting rules, or the interpretation or enforcement of any of the foregoing, including any changes in capital requirements for insurance companies required by applicable Law or mandated by any Governmental Authority, (vii) any action taken by Reinsurer or its Affiliates, or taken by any Ceding Company or its Affiliates at the request of Reinsurer or with Reinsurer’s prior written consent, (viii) any change (or potential change) in the credit, financial strength or other ratings (it being understood that the facts and circumstances contributing to such change or potential change may be taken into account in determining whether a Business Material Adverse Effect has occurred or would be reasonably likely or expected to occur) of any Ceding Company or any of its Affiliates, (ix) any change in the value of any of the Investment Assets of any Ceding Company (it being understood that the facts and circumstances contributing to such change may be taken into account in determining whether a Business Material Adverse Effect has occurred or would be reasonably likely or expected to occur unless otherwise excluded hereunder), (x) any failure by any Ceding Company to achieve any earnings, premiums written or other financial projections or forecasts (it being understood that the facts and circumstances contributing to such failure may be taken into account in determining whether a Business Material Adverse Effect has occurred or would be reasonably likely or expected to occur) or (xi) any effect that is cured by the Ceding Companies prior to the Closing; provided, that notwithstanding the foregoing, with respect to clauses (i), (ii), (iii) and (vi) above, such fact, circumstance, change or effect shall be taken into account in determining whether a Business Material Adverse Effect has occurred or would be reasonably likely to occur solely to the extent such fact, circumstance, change or effect is disproportionately adverse with respect to the Ceding Companies or the Business as compared to the business of other participants engaged in the industries in which the Business operates; or (b) a material impairment or delay of the ability of any Ceding Company or any of its Affiliates to perform any of their material obligations under this Agreement or the other Transaction Agreements, including consummation of the transactions contemplated hereby or thereby.

“Cap” shall have the meaning set forth in Section 8.03(a).

“Captive Reinsurance Agreements” means the Captive Reinsurance Agreements as defined in each of the Reinsurance Agreements.

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“Ceding Companies” shall have the meaning set forth in the preamble hereto.

“Ceding Companies Disclosure Schedule” means the disclosure schedule dated as of the date hereof delivered by the Ceding Companies to Reinsurer in connection with the execution and delivery of this Agreement.

“Ceding Company Confidential Information” means all information made available to Reinsurer prior to the Closing by any Ceding Company or its Affiliates or their respective Representatives (including information disclosed in the course of negotiation of this Agreement or the other Transaction Agreements) regarding any Ceding Company or its Affiliates, and not directly related to the Business, except that “Ceding Company Confidential Information” shall not include information that (i) is or becomes generally available to the public (other than as a result of its disclosure in violation of Section 5.07), (ii) was already known to Reinsurer or its Affiliates (other than by previous disclosure by any Ceding Company or its Affiliates or their respective Representatives) as of the date hereof and not subject to any duty of confidentiality to any Ceding Company or its Affiliates or their Representatives, or (iii) after the Closing Date, is lawfully made available or known to Reinsurer or its Affiliates by a Person not subject to any duty of confidentiality to any Ceding Company or its Affiliates or their respective Representatives.

“Ceding Company Fundamental Representations” means the representations and warranties set forth in Section 3.01 (Incorporation and Authority of the Ceding Companies) Section 3.02(a) (No Conflict) and Section 3.12 (Brokers).

“Ceding Company Indemnified Persons” shall have the meaning set forth in Section 8.02(b).

“Ceding Company Names and Marks” shall have the meaning set forth in Section 5.10.

“Ceding Company Party” means any Ceding Company or any Affiliate of such Ceding Company that is a party to any Transaction Agreement, if any.

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“Ceding Company Reports” shall have the meaning set forth in the respective Reinsurance Agreements.

“Claim Notice” shall have the meaning set forth in Section 8.05(a).

“Claiming Party” shall have the meaning set forth in Section 9.21.

“Clifford Chance” means Clifford Chance US LLP.

“Closing” shall have the meaning set forth in Section 2.01.

“Closing Date” shall have the meaning set forth in Section 2.01.

“Code” means the United States Internal Revenue Code of 1986.

“Condition Satisfaction” shall have the meaning set forth in Section 2.01.

“Confidentiality Agreement” shall have the meaning set forth in Section 5.07(a).

“Contagion Event” means the outbreak and ongoing effects of contagious disease, epidemic or pandemic (including COVID-19) or any worsening thereof or any declaration of martial law, quarantine or similar directive, policy or guidance or other action by any Governmental Authority or quasi-governmental authority in response thereto.

“Control” means, with respect to any Person, the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. Control will be presumed to exist if any Person directly or indirectly owns, controls or holds with the power to vote ten percent or more of the voting securities of any other Person. The terms “Controlled,” “Controlled by,” “under common Control with” and “Controlling” shall have correlative meanings.

“Damages” shall have the meaning set forth in Section 7.03.

“Data Room” means the electronic data site titled “Project Winterfell” established by the Ceding Companies and maintained by Donnelly Financial Solutions Venue.

“Deductible” shall have the meaning set forth in Section 8.03(a).

“Defending Party” shall have the meaning set forth in Section 9.21.

“Dispute Notice” shall have the meaning set forth in Section 2.04(e)(i).

“Effective Time” shall have the meaning set forth in Section 2.01.

“EFLA” shall have the meaning set forth in the recitals.

“EFLIC” shall have the meaning set forth in the recitals.

“EFLOA” shall have the meaning set forth in the recitals.

“Eligible Assets” shall have the meaning set forth in the Reinsurance Agreement.

“Enforceability Exceptions” shall have the meaning set forth in Section 3.01(b).

“EQ AZ” means EQ AZ Life Re Company, an Arizona captive insurance company.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Estimated Closing Statement” shall have the meaning set forth in Section 2.03(b).

“Estimated Gross Statutory-to-Economic Reserve Adjustment” shall have the meaning set forth in Section 2.03(b).

“Estimated Initial Premium” shall have the meaning set forth in Section 2.03(b).

“Estimated Initial Required Balance” shall have the meaning set forth in Section 2.03(b).

“Existing Reinsurance Agreements” means all reinsurance agreements under which a Ceding Company has ceded to reinsurers (whether or not Affiliated with the Ceding Company) risks arising in respect of the Reinsured Contracts (and only to the extent such agreements cover the Reinsured Contracts) where such agreements (a) are in force as of the date hereof, and (b) all such reinsurance agreements as may be in force and effect from time to time between the date hereof and Closing but only as of such time as such reinsurance agreement comes into force and effect; provided, however, that Existing Reinsurance Agreements shall not include the Internal Reinsurance Agreement, the Captive Reinsurance Agreements [***].

“Fair Market Value” means, as of any date of determination, (a) as to cash and cash equivalent, the face amount thereof, (b) as to securities listed on an exchange or in an over-the-counter market (including Short-Term Treasuries), the closing bid price on such exchange or market on such date of determination, plus all accrued but unpaid interest on such securities through the Business Day immediately preceding such date, if such unpaid interest amount is expressly not already reflected in such closing price, and (c) as to any other investment asset the fair market value of such asset determined in accordance with the Fair Market Value Methods.

“Fair Market Value Methods” means the methodologies, procedures and policies set forth on Schedule 2.03(e) for purposes of determining the Fair Market Value of an asset.

“Final Closing Statement” shall have the meaning set forth in Section 2.04(f).

“Final Gross Statutory-to-Economic Reserve Adjustment” shall have the meaning set forth in Section 2.04(f).

“Final Initial Premium” shall have the meaning set forth in Section 2.04(f).

“Final Initial Required Balance” shall have the meaning set forth in Section 2.04(f).

“Final Transferred Asset Value” shall have the meaning set forth in Section 2.04(f).

“Financial Statements” shall have the meaning set forth in Section 3.04(a).

“Fraud” means an actual fraud involving a knowing and intentional misrepresentation by a Person that resulted in a representation or warranty of such Person set forth in the Agreement, as applicable, being materially breached (made with the knowledge that a representation or warranty of such Person set forth in this Agreement was actually breached when made), and made with the express intent of inducing any other party to enter into this Agreement and upon which such other party has relied to its detriment; provided, however, that “Fraud” shall not include any fraud claim based on constructive knowledge, recklessness, negligent misrepresentation or a similar theory.

“GAAP” means the accounting principles and practices generally accepted in the United States at the relevant time.

“General Account Liabilities” shall, as applicable to each such Ceding Company, have the meaning set forth in the Reinsurance Agreement to be entered into by such Ceding Company.

“Governmental Approval” means any consent, approval, license, permit, order, qualification, authorization of, or registration, waiver or other action by, or any filing with or notification to, any Governmental Authority.

“Governmental Authority” means any United States or non-United States federal, state or local or any supra-national, political subdivision, governmental, legislative, tax, regulatory or administrative authority, instrumentality, agency, body or commission, self-regulatory organization or any court, tribunal, or judicial or arbitral body having jurisdiction over a Party.

“Governmental Order” means any binding and enforceable order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.

“Gross Statutory-to-Economic Reserve Adjustment” means the Gross Statutory-to-Economic Reserve Adjustment for each such Ceding Company, as determined as of the Closing as set forth on Schedule 2.03(b) under the section titled “Line-Item: Gross Statutory-to-Economic Reserve Adjustment”.

“IMA Letter Agreement” shall have the meaning set forth in the recitals hereto.

“Indemnifiable Losses” shall have the meaning set forth in Section 8.04(a).

“Indemnitee” shall have the meaning set forth in Section 8.04(b).

“Indemnitor” shall have the meaning set forth in Section 8.04(c).

“Indemnity Payment” shall have the meaning set forth in Section 8.04(d).

“Independent Accounting Firm” shall have the meaning set forth in Section 2.04(e)(iii).

“Initial Premium” shall have the meaning set forth in the Reinsurance Agreement.

“Initial Required Balance” shall have the meaning set forth in the Reinsurance Agreement.

“Initial Settlement Statement” means the Preliminary Estimated Closing Statement, the Estimated Closing Statement, and the Final Closing Statement.

“Insurance Regulator” means, with respect to any jurisdiction, the Governmental Authority charged with the supervision of insurance companies in such jurisdiction.

“Intellectual Property” means any intellectual property rights with respect to the following, whether or not registered: (a) patents, patent applications, provisional patent applications (including any and all divisions, continuations, continuations-in-part and reissues thereof), (b) trademarks, service marks, trade names, trade dress, logos, slogans, tag-lines, trade names, domain names (including registrations and applications therefor) and other indicators of source or origin, and any goodwill associated therewith, any and all common law rights therein, and registrations and applications for registration thereof, and all reissues, extensions and renewals of any of the foregoing, (c) copyrights and proprietary rights in works of authorship, whether or not registered or published, and registrations and applications for registration thereof and (d) trade secrets, including in know-how, inventions, concepts, methods, processes, formulae, and methodologies, in the case of each of (a), (b), (c) and (d) above, arising under applicable Law of any jurisdiction, including with respect to Software.

“Interest Rate” means (a) the annual yield rate, on the date to which the [***] Day Treasury Rate relates, of actively traded U.S. Treasury securities having a remaining duration to maturity of [***] months, as such rate is published under “Treasury Constant Maturities” in Federal Reserve Statistical Release H.15(519), plus (b) [***] basis points.

“Interim Reporting Period” shall have the meaning set forth in the Reinsurance Agreement.

“Internal Reinsurance Agreement” has the meaning ascribed to it in the Reinsurance Agreement.

“Investment Assets” means the cash and investment assets owned by, or held in trust for the benefit of, the applicable Ceding Company in respect of the Business, including bonds, notes, debentures, mortgage loans, collateral loans and all other instruments of indebtedness, stocks, partnership or joint venture interests and all other equity interests, certificates issued by or interests in trusts and derivatives.

“Investment Company Act” means the Investment Company Act of 1940.

“Investment Management Agreement” shall have the meaning set forth in the recitals hereto.

“Investment Option Agreements” means any agreement between a Ceding Company or any of its Affiliates, on the one hand, and any variable investment trust or variable investment fund, its distributor and/or investment manager, on the other hand, providing for the use of such variable investment trust or variable investment fund’s portfolios as investment options in respect of the Reinsured Contracts and the direct or indirect payment to the Ceding Company or its Affiliates of 12b-1 fees, distribution services fees, administrative services fees, shareholder services fees or other payments related to the offering of such investment options for the Reinsured Contracts, including, but not limited to, participation agreements, Rule 12b-1 fee agreements, administrative services agreements and revenue sharing agreements.

“Knowledge” means: (a) in the case of the Ceding Companies, the actual knowledge, after reasonable inquiry, of those Persons listed on Schedule 1.01(a) and (b) in the case of Reinsurer, the actual knowledge, after reasonable inquiry, of those Persons listed on Schedule 1.01(b).

“Law” means any United States or non-United States federal, state or local statute, law, ordinance, regulation, code, Governmental Order or other requirement or rule of law.

“Lien” means any mortgage, deed of trust, pledge, hypothecation, security interest or other similar encumbrance or lien.

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“Outside Date” shall have the meaning set forth in Section 7.01(b).

“Party or Parties” shall have the meaning set forth in the preamble hereto.

“Permits” shall have the meaning set forth in Section 3.08(a).

“Permitted Liens” means with respect to any asset, any: (i) carriers’, mechanics’, materialmen’s or similar Lien arising in the ordinary course of business; (ii) Lien arising from any act of, or any contract or order binding on, or any condition applicable to, Reinsurer or any of its Affiliates; (iii) Lien related to deposits required by any Insurance Regulator; (iv) Lien incurred in the ordinary course of business in connection with workers’ compensation, unemployment insurance or other types of social security; (v) Lien for Taxes, assessments or other governmental charges not yet due and payable or due and payable but not delinquent or the amount or validity of which is being contested in good faith; (vi) Lien arising under a conditional sales contract or equipment lease with a third party; (vii) Lien arising out of this Agreement or the other Transaction Agreements; (viii) non-exclusive licenses of Intellectual Property granted in the ordinary course of business; (ix) customary interests of nominees, custodians, brokers, clearinghouses or similar intermediaries in connection with investment assets or restrictions or limitations on transfer under applicable securities Laws and (x) Lien or other imperfection of title that does not materially detract from the current value or materially interfere with the current use of the properties or rights affected thereby.

“Person” means any natural person, general or limited partnership, corporation, limited liability company, limited liability partnership, firm, association or organization or other legal entity.

“Personal Information” means any information or data, regardless of form, relating to the Reinsured Contracts or other contracts issued by any Ceding Company that (a) directly or indirectly identifies a specific individual, relates to a specific individual, describes a specific individual, is reasonably capable of being associated with a specific individual, or could reasonably be linked with a specific individual; or (b) any information which is governed by an Applicable Privacy Law; provided, that information that is otherwise publicly available (as “publicly available” is defined by Applicable Privacy Law) shall not be considered “Personal Information”; provided, further, that “Personal Information” does not include de-identified personal data, which is information that does not identify, or cannot reasonably identify, relate to, describe, be capable of being associated with or be linked, directly or indirectly, with an individual.

“Plan Assets” has the meaning set forth in the plan asset regulations promulgated by the U.S. Department of Labor, 29 C.F.R. §2510.3-101, as modified by Section 3(42) of ERISA.

“Plan of Reorganization” means Plan of Reorganization under Section 7312 of the New York Insurance Law, adopted as of November 27, 1991, by the Board of Directors of The Equitable Life Assurance Society of the United States, including all exhibits, attachments and schedules thereto.

“Policy Forms” shall have the meaning set forth in Section 3.09(b).

“Preliminary Estimated Closing Statement” shall have the meaning set forth in Section 2.03(a).

“Preliminary Estimated Initial Premium” shall have the meaning set forth in Section 2.03(a).

“Preliminary Estimated Initial Required Balance” shall have the meaning set forth in Section 2.03(a).

“Preliminary Gross Estimated Statutory-to-Economic Reserve Adjustment” shall have the meaning set forth in Section 2.03(a).

“Preliminary Settlement Date” has the meaning set forth in Section 2.03(a).

“Preliminary Transferred Asset Value” shall have the meaning set forth in Section 2.03(a).

“Preliminary Transferred Investment Assets” shall have the meaning set forth in Section 2.03(a).

“Pricing Date” shall have the meaning set forth on Schedule 2.03(b).

“Proceeding” shall have the meaning set forth in Section 9.21.

“Producer” means any broker, insurance producer, agent, general agent, managing general agent, master broker agency, broker general agency, financial specialist or other Person, including any employee of any Ceding Company or its Affiliates, responsible for writing, marketing, producing, selling or soliciting Reinsured Contracts prior to the Closing on behalf of the Business.

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“Reference Net Settlement Statement” means the pro forma general account net settlement statement attached hereto as Schedule 2.03(a), which sets forth a sample calculation of the Initial Premium, Gross Statutory-to-Economic Reserve Adjustment, Adjusted Gross Statutory-to-Economic Reserve Adjustment, Initial Required Balance and Transferred Asset Value as of [***] and has been prepared in accordance with the Agreed Accounting Principles, the Fair Market Value Methods and the Asset Selection Protocol, as applicable, and is attached for illustrative purposes only.

“Registered Separate Account” shall have the meaning set forth in Section 3.13(c).

“Regulatory Closed Block Liabilities” shall have the meaning set forth in the Reinsurance Agreement to be entered into by EFLIC.

“Regulatory Closed Block Policies” shall have the meaning set forth in the Reinsurance Agreement to be entered into by EFLIC.

“Regulatory Closed Block Statutory Reserves” shall have the meaning set forth in the Reinsurance Agreement to be entered into by EFLIC.

“Reinsurance Agreement” shall have the meaning set forth in the recitals hereto.

“Reinsurance Contracts” shall have the meaning set forth in Section 3.10.

“Reinsurance Premium” means (a) as of the Pricing Date, [***] in the aggregate, which such amount shall be allocated promptly after the date hereof in a reasonable and prudent manner by the mutual agreement of the Parties, acting in good faith, for each of EFLIC, EFLOA, and EFLA (and any reference in this Agreement to the Reinsurance Premium as of the Pricing Date shall be deemed a reference to such amounts as allocated), and, to the extent the Parties cannot agree within 60 days of the date hereof, such amount shall be allocated as follows: [***] to EFLIC, [***] to EFLOA and [***] to EFLA, and (b) as of the Closing Date, in each case, the amounts determined in clause (a) as adjusted and as determined for each such Ceding Company as of the Closing as set forth on Schedule 2.03(b) under the section titled “Line-Item: Reinsurance Premium”.

“Reinsured Contracts” shall, as applicable to each Ceding Company, have the meaning set forth in the Reinsurance Agreement to be entered into by such Ceding Company.

“Reinsured Liabilities” shall, as applicable to each Ceding Company, have the meaning set forth in the Reinsurance Agreement to be entered into by such Ceding Company.

“Reinsurer” shall have the meaning set forth in the preamble hereto.

“Reinsurer Confidential Information” means all information made available to the Ceding Companies prior to the Closing by the Reinsurer or its Affiliates or their respective Representatives (including information disclosed in the course of negotiation of this Agreement or the other Transaction Agreements) in respect of the transactions contemplated by this Agreement and the Transaction Agreements regarding the Reinsurer or its Affiliates, and not related to the Business, except that “Reinsurer Confidential Information” shall not include information that (i) is or becomes generally available to the public (other than as a result of its disclosure in violation of Section 5.07), (ii) was already known to any of the Ceding Companies or its Affiliates (other than by previous disclosure by the Reinsurer or its Affiliates or their respective Representatives) as of the date hereof and not subject to any duty of confidentiality to the Reinsurer or its Affiliates or their Representatives, or (iii) after the Closing Date, is lawfully made available or known to any of the Ceding Companies or its Affiliates by a Person not subject to any duty of confidentiality to the Reinsurer or its Affiliates or their respective Representatives.

“Reinsurer Deductible” shall have the meaning set forth in Section 8.03(b).

“Reinsurer Financial Statements” shall have the meaning set forth in Section 4.07(a).

“Reinsurer Fundamental Representations” means the representations and warranties set forth in Section 4.01 (Incorporation and Authority of Reinsurer), and Section 4.09 (Brokers).

“Reinsurer Indemnified Persons” shall have the meaning set forth in Section 8.02(a).

“Reinsurer Material Adverse Effect” means, as applicable to the Reinsurer (a) a material adverse effect on the financial condition or results of operations of the Reinsurer; provided, that no event, change, circumstance, effect, development, condition or occurrence resulting from or arising out of any of the following shall constitute or be deemed to contribute to a Reinsurer Material Adverse Effect or be taken into account in determining whether a Reinsurer Material Adverse Effect has occurred or would be reasonably likely to occur: (i) changes in economic, business or regulatory conditions generally affecting the United States retirement products and services industry or the annuity industry, (ii) changes in United States or global capital, financial or securities markets or conditions, including prevailing interest rates, currency exchange rates or price levels, equity prices or trading volumes in the United States or foreign securities markets, (iii) local or national political conditions (including the outbreak or escalation of war, military action, sabotage or acts of terrorism) or any Contagion Event, earthquakes, hurricanes, tropical storms, floods, fires or other natural disasters, in each case, whether commenced before or after the date hereof and whether inside or outside the United States, (iv) the negotiation, execution and delivery of, or compliance with the terms of, or the taking of any action required by this Agreement or the other Transaction Agreements, (v) the public announcement or the pendency or consummation of the transactions contemplated by this Agreement or the other Transaction Agreements, including the identity of any Ceding Company or any of its Affiliates or any communication by any Ceding Company or any of its Affiliates regarding plans, proposals or projections with respect to the Business (including to the extent related thereto, the impact thereof on relationships, contractual or otherwise, with customers, policyholders, reinsurers, brokers, distributors, partners or employees), (vi) changes or prospective changes in applicable Law, GAAP or SAP or other applicable accounting rules, or the interpretation or enforcement of any of the foregoing, including any changes in capital requirements for insurance companies required by applicable Law or mandated by any Governmental Authority, (vii) any action taken by any Ceding Company or its Affiliates, or taken by the Reinsurer or its Affiliates at the request of any Ceding Company or with any Ceding Company’s prior written consent, (viii) any change (or potential change) in the credit, financial strength or other ratings (it being understood that the facts and circumstances contributing to such change or potential change may be taken into account in determining whether a Reinsurer Material Adverse Effect has occurred or would be reasonably likely or expected to occur) of the Reinsurer, (ix) any change in the value of any of the investment assets of Reinsurer (it being understood that the facts and circumstances contributing to such change may be taken into account in determining whether a Reinsurer Material Adverse Effect has occurred or would be reasonably likely or expected to occur unless otherwise excluded hereunder), (x) any failure by the Reinsurer to achieve any earnings, premiums written or other financial projections or forecasts (it being understood that the facts and circumstances contributing to such failure may be taken into account in determining whether a Reinsurer Material Adverse Effect has occurred or would be reasonably likely or expected to occur) or (xi) any effect that is cured by the Reinsurer prior to the Closing; provided, that notwithstanding the foregoing, with respect to clauses (i), (ii), (iii) and (vi) above, such fact, circumstance, change or effect shall be taken into account in determining whether a Reinsurer Material Adverse Effect has occurred or would be reasonably likely to occur solely to the extent such fact, circumstance, change or effect is disproportionately adverse with respect to the Reinsurer as compared to the business of other participants engaged in the industries in which the Reinsurer operate; or (b) a material impairment or delay of the ability of Reinsurer or any of its Affiliates to perform their respective material obligations under this Agreement or the other Transaction Agreements, including consummation of the transactions contemplated hereby or thereby.

“Reinsurer Party” means Reinsurer or any Affiliate of Reinsurer that is a party to any Transaction Agreement.

“Reinsurer Permits” shall have the meaning set forth in Section 4.06(d).

[***]

“Representative” of a Person means such Person’s Affiliates and the directors, officers, employees, advisors, agents, stockholders or other equity holders or investors, consultants, independent accountants, investment bankers, counsel, advisors or other representatives of such Person and of such Person’s Affiliates.

“Required Regulatory Approvals” means the consents, approvals, non-disapprovals, non-objections, waivers, authorizations, notice and filings set forth on Schedule 1.01(c).

“Resolution Period” shall have the meaning set forth in Section 2.04(e)(iii).

“Review Period” shall have the meaning set forth in Section 2.04(e).

“RGA Transaction Parties” means any of the Affiliates of the Reinsurer to the extent that it is a party to any of the Transaction Agreements or any of the transactions contemplated by any of the Required Regulatory Approvals.

“SAP” means the statutory accounting principles and practices prescribed or permitted by the New York State Department of Financial Services (with respect to EFLIC), the Arizona Department of Insurance (with respect to EFLOA) or the Colorado Division of Insurance (with respect to EFLA) as in effect at the relevant time.

“SEC” means the Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933.

[***]

“Separate Account Annual Statements” shall have the meaning set forth in Section 3.04(e).

“Separate Account Liabilities” shall, as applicable to each such Ceding Company severally and not jointly, have the meaning set forth in the Reinsurance Agreement to be entered into by such Ceding Company.

“Separate Account Statements” shall have the meaning set forth in Section 3.04(e).

“Separate Accounts” shall have the meaning set forth in Section 3.13(a).

“Software” means any and all computer programs, applications and software, including any and all software implementations of algorithms, databases, models, methodologies, report formats and menus (whether in source code, object code or other form).

“Solvent” when used with respect to a Person, means that, as of any date of determination, (a) the amount of the “fair saleable value” (determined on a going concern basis) of the assets of such Person will, as of such date, exceed the value of all “liabilities of such Person, including contingent and other liabilities,” as of such date, whether or not reflected in a balance sheet prepared, as such quoted terms are generally determined in accordance with applicable federal laws governing determinations of the insolvency of debtors, and whether direct or indirect, fixed or contingent, secured or unsecured, disputed or undisputed, (b) such Person will have, as of such date, adequate capital to carry on its businesses and all businesses in which it is about to engage and (c) such Person will be able to pay its liabilities, including contingent and other liabilities, in the ordinary course of business as they mature or become due.

[***]

“Statutory Book Value” shall have the meaning set forth in the Reinsurance Agreement.

“Subject Closing Statement” shall have the meaning set forth in Section 2.04(d).

“Tax” or “Taxes” means all income, premium, excise, gross receipts, ad valorem, sales, use, employment, franchise, profits, gains, property, transfer, payroll, stamp taxes or other taxes, (whether payable directly or by withholding) imposed by any Tax Authority, together with any interest and any penalties thereon or additional amounts with respect thereto; provided, that any guarantee fund assessment or escheatment obligation shall not be treated as a Tax.

“Tax Authority” means any Governmental Authority having jurisdiction over the assessment, determination, collection or imposition of any Tax.

“Tax Returns” means all returns, reports and claims for refunds (including elections, declarations, disclosures, schedules and information returns) required to be supplied to a Tax Authority relating to Taxes and, in each case, any amendments thereto.

“Third-Party Actuary” means OliverWyman.

“Third-Party Claim” shall have the meaning set forth in Section 8.04(e).

“Third-Party Consents” shall have the meaning set forth in Section 5.05(a).

“Threshold Amount” shall have the meaning set forth in Section 8.03(a).

“Transaction Agreements” means, collectively, this Agreement, the Reinsurance Agreements, the Trust Agreements, the IMA Letter Agreement, the Recapture Amendments, [***] and, as and when entered into as contemplated by the IMA Letter Agreement, the Investment Management Agreement.

“Transferred Asset Value” means the aggregate Fair Market Value of the Transferred Investment Assets as of the close of business on the Business Day immediately preceding the Closing Date.

“Transferred Investment Assets” shall have the meaning set forth in Section 2.03(b).

“Trust Account” shall have the meaning set forth in the recitals hereto.

“Trust Agreement” shall have the meaning set forth in the recitals hereto.

“Trustee” means the trustee named in the applicable Trust Agreement, and any successor trustee appointed as such pursuant to the terms of such Trust Agreement, which shall be reasonably acceptable to each applicable Party.

“Willful Breach” means, with respect to any breaches or failures to perform any of the covenants or other agreements contained in this Agreement, a breach that is a consequence of an act or a failure to act undertaken by the breaching Person with actual or constructive knowledge (which shall be deemed to include knowledge of facts that a Person acting reasonably should have, based on reasonable due inquiry) that such Person’s act or failure to act would, or would reasonably be expected to, result in or constitute a breach of this Agreement.

“Willkie” means Willkie Farr & Gallagher LLP.

ARTICLE II
TRANSACTIONS TO BE EFFECTUATED AT CLOSING

Section 2.01 Closing. The closing of the transactions contemplated by this Agreement to be then completed, including entry into the Reinsurance Agreements and the Trust Agreements (the “Closing”) shall take place at 10:00 a.m., New York City time, at the offices of Willkie Farr & Gallagher LLP, 787 Seventh Avenue, New York, New York 10019, at 10:00 a.m., New York City time (or, at any party’s option, by electronic exchange of counterpart signatures and other Closing deliverables), on (i) the first Business Day of the month immediately following the month in which all the conditions set forth in Article VI (other than those conditions that by their terms are to be satisfied by actions taken at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing) shall have been so satisfied or waived in accordance with this Agreement (the “Condition Satisfaction”) or (ii) if the Condition Satisfaction occurs less than two (2) Business Days prior to the first Business Day of such month and the parties do not have prior notice that the Condition Satisfaction is reasonably likely to occur during such period, then the Closing shall take place on the first Business Day of the second month immediately following the month in which the Condition Satisfaction occurs, in each case unless another date, time or place is agreed to in writing by the parties hereto. The Closing shall for all purposes under this Agreement be deemed effective as of 12:01 a.m. on the first day of the month in which the Closing occurs (the “Closing Date”). The “Effective Time” shall be deemed to occur as of 12:01 a.m. on the first day of the quarter in which the Closing Date occurs; provided, that, if the Closing Date occurs on the first day of a quarter, the Effective Time shall be deemed to occur as of 12:01 a.m. on the Closing Date.

Section 2.02 Gross Statutory-to-Economic Reserve Adjustment. Upon the terms and subject to the conditions set forth in this Agreement and the applicable Transaction Agreements, at the Closing, each Ceding Company shall cede to Reinsurer, and Reinsurer shall accept and reinsure, effective as of the Effective Time, the General Account Liabilities on a seventy-five percent (75%) coinsurance basis and the Separate Account Liabilities and (in the case of EFLIC only) the Regulatory Closed Block Liabilities, each on a seventy-five percent (75%) modified coinsurance basis upon the terms and subject to the conditions set forth in the Reinsurance Agreements; and each Ceding Company shall transfer the applicable Transferred Investment Assets having a Fair Market Value as of the close of the Business Day immediately prior to the Closing Date equal to the applicable Initial Premium, as adjusted for the applicable Gross Adjusted Statutory-to-Economic Reserve Adjustment and otherwise as determined in accordance with the Agreed Accounting Principles into the applicable Trust Account as provided in the applicable Reinsurance Agreement and applicable Trust Agreement.

All proceedings to be taken, documents to be executed and delivered, payments to be made and consideration to be delivered at the Closing shall be deemed to have been taken, executed, delivered and made simultaneously, and, except as provided hereunder, no proceedings shall be deemed taken or any documents executed or delivered until all have been taken, executed and delivered.

Section 2.03 Preliminary Estimated Closing Statement; Estimated Closing Statement; Investment Asset Selection.

(a) On the third (3rd) Business Day immediately prior to the anticipated Closing Date (the “Preliminary Settlement Date”), each Ceding Company shall deliver to the Reinsurer a statement (the “Preliminary Estimated Closing Statement”) in the same format as the Reference Net Settlement Statement setting forth: (i) an estimated statement of net settlement with respect to the Reinsured Liabilities ceded pursuant to the Reinsurance Agreements as of the Effective Time, and each Ceding Company’s good faith estimate of the Initial Premium derived therefrom (the “Preliminary Estimated Initial Premium”) including such Ceding Company’s good faith estimate of the Adjusted Gross Statutory-to-Economic Reserve Adjustment as of the Effective Time (the “Preliminary Estimated Gross Statutory-to-Economic Reserve Adjustment”), (ii) a list of Investment Assets of each Ceding Company selected by such Ceding Company from the Asset Portfolio in accordance with the Asset Selection Protocol from the Investment Assets of the Business to be transferred to the applicable Trust Account in satisfaction of the Estimated Initial Premium under the applicable Reinsurance Agreement having an aggregate Fair Market Value as of the close of business on the Business Day immediately preceding such Preliminary Settlement Date, as estimated by such Ceding Company in good faith, equal to the Preliminary Estimated Initial Premium (the “Preliminary Transferred Investment Assets”); (iii) a statement setting forth such Ceding Company’s good faith estimate of the Initial Required Balance as of the Closing Date (the “Preliminary Estimated Initial Required Balance”) under the applicable Reinsurance Agreement; and (iv) such Ceding Company’s good faith estimate of the Fair Market Value of each of the applicable Transferred Investment Assets as of the close of business on the Business Day immediately preceding the Preliminary Settlement Date (in the aggregate, the “Preliminary Estimated Transferred Asset Value”). Each component of the Preliminary Estimated Closing Statement will be prepared in good faith in accordance with the Agreed Accounting Principles, the Fair Market Value Methods and the Asset Selection Protocol, as applicable. During the period between the delivery of the Preliminary Estimated Closing Statement and the Estimated Closing Statement, the Ceding Companies and Reinsurer shall cooperate and seek in good faith to correct any errors or mistakes in the preparation of, and any inaccuracies of any items reflected in, the Preliminary Estimated Closing Statement and, if applicable, the Preliminary Estimated Closing Statement as revised pursuant to such discussions between the Ceding Companies and Reinsurer shall thereafter be deemed the Preliminary Estimated Closing Statement for all purposes hereunder; provided, however, that if the Ceding Companies and Reinsurer, in each case at their respective sole discretion despite good faith efforts, do not reach agreement with respect to any such corrections during such period for any reason, then the Preliminary Estimated Closing Statement delivered by the Ceding Companies shall control, and the Ceding Companies’ acceptance of any revisions to the Preliminary Estimated Closing Statement proposed by Reinsurer shall not constitute a condition to Reinsurer’s obligations to consummate the transactions contemplated by this Agreement or a basis for the Closing Date to be postponed or delayed.

(b) Following the close of business on the Business Day immediately prior to the anticipated Closing but prior to the anticipated Closing Date, each Ceding Company shall deliver to the Reinsurer a statement updating each of the components of the Preliminary Estimated Closing Statement in the same format as the Reference Net Settlement Statement (as so updated, the “Estimated Closing Statement”) to set forth: (i) an estimated statement of net settlement with respect to the Reinsured Liabilities ceded pursuant to the Reinsurance Agreements as of the Effective Time, and each Ceding Company’s good faith estimate of the Initial Premium derived therefrom (the “Estimated Initial Premium”) including a statement of the Adjusted Gross Statutory-to-Economic Reserve Adjustment as of the Effective Time (the “Estimated Gross Statutory-to-Economic Reserve Adjustment”); (ii) a list of Investment Assets of each Ceding Company selected by such Ceding Company from the Asset Portfolio in accordance with the Asset Selection Protocol from the Investment Assets of the Business to be transferred to the applicable Trust Account in satisfaction of the Estimated Initial Premium under the applicable Reinsurance Agreement having an estimated aggregate Fair Market Value as of the close of business on the Business Day immediately preceding the Closing Date, as estimated by such Ceding Company in good faith, equal to the Estimated Initial Premium (the “Transferred Investment Assets”); (iii) a statement setting forth such Ceding Company’s good faith estimate of the Initial Required Balance as of the Closing Date (the “Estimated Initial Required Balance”) under the applicable Reinsurance Agreement; and (iv) such Ceding Company’s good faith estimate of the Fair Market Value of each of the applicable Transferred Investment Assets as of the close of business on the Business Day immediately preceding the Closing Date (in the aggregate, the “Estimated Transferred Asset Value”). Each component of the Estimated Closing Statement will be prepared in good faith in accordance with the Agreed Accounting Principles, the Fair Market Value Methods and the Asset Selection Protocol, as applicable.

(c) On the Closing Date, upon the terms and subject to the conditions set forth in this Agreement and the Reinsurance Agreements, (i) each Ceding Company shall transfer the applicable Transferred Investment Assets (as have been selected by such Ceding Company from the Asset Portfolio in accordance with the Asset Selection Protocol) to the applicable Trust Account, and (ii) Reinsurer shall transfer to each Trust Account additional Eligible Assets having a Statutory Book Value equal to the excess, if any, of the Estimated Initial Required Balance over the Estimated Initial Premium in respect of such Reinsurance Agreement, each as set forth in the Estimated Closing Statement. All third-party costs or expenses incurred (whether prior to, on or following the Closing Date), including attorney’s fees, in connection with such transfers shall be borne by the Party incurring such expenses.

Section 2.04 Final Closing Statement.

(a) The Final Initial Premium, the Final Initial Required Balance and the Final Transferred Asset Value under each Reinsurance Agreement shall be determined as set forth in this Section 2.04 and in accordance with the Agreed Accounting Principles and the Fair Market Value Methods, as applicable.

(b) Within five (5) Business Days of the determination of the Final Initial Premium, the Final Initial Required Balance and the Final Transferred Asset Value for such Reinsurance Agreement in accordance with this Section 2.04:

(i) if the Final Initial Premium exceeds the Final Transferred Asset Value, such Ceding Company shall pay to Reinsurer or its designee an amount equal to such excess; and

(ii) if the Final Transferred Asset Value exceeds the Final Initial Premium, such Ceding Company shall be permitted to withdraw from the applicable Trust Account an amount equal to such excess or, if such withdrawal would reduce the assets of the applicable Trust Account below the Required Balance applicable thereto, the Reinsurer shall pay to such Ceding Company an amount equal to such excess;

in each case, together with interest thereon from the Closing Date to the date of payment, accrued at the Interest Rate.

(c) Payments pursuant to Section 2.04(b) shall be made in cash by wire transfer of immediately available funds or investment assets as mutually agreed between the applicable payee and the payor, and any investment assets shall be transferred with valid legal title free and clear of all Liens other than restrictions or limitations on transfer under applicable securities Laws. The payor shall estimate in good faith the Fair Market Value of any investment assets to be transferred in connection therewith, and each of the Parties shall use reasonable best efforts to agree to the actual Fair Market Value as promptly as possible thereafter in a manner consistent with, and based upon, the Fair Market Value Methods, and (x) if the Fair Market Value of any such investment assets is greater than the estimate made by the payor, the payee shall make any subsequent payments that may be required to address such difference within five (5) Business Days after such determination, and (y) if the Fair Market Value of any such investment assets is less than the estimate made by the payor, the payor shall, make any subsequent payments that may be required to address such difference within five (5) Business Days after such determination in each case with interest accruing on such amount at the Interest Rate for the period from and including the date of payment pursuant to Section 2.04(b) to but not including the date of payment.

(d) No later than ninety (90) days after the Closing Date, the Ceding Companies shall deliver to Reinsurer a statement in the same format as the Reference Net Settlement Statement (the “Subject Closing Statement”) setting forth (i) a statement of net settlement with respect to the Reinsured Liabilities ceded pursuant to the Reinsurance Agreement as of the Effective Time, and such Ceding Company’s calculation of the Initial Premium derived therefrom including a statement of the Adjusted Gross Statutory-to-Economic Reserve Adjustment as of the Closing Date), (ii) the Fair Market Value as of the close of business on the Business Day immediately preceding the Closing Date of each Transferred Investment Asset and the aggregate Final Transferred Asset Value of all Transferred Investment Assets as of the close of business on the Business Day immediately preceding the Closing Date and (iii) such Ceding Company’s good faith calculation of the Initial Required Balance as of the Closing Date. The Subject Closing Statement will be prepared in good faith in accordance with the Agreed Accounting Principles and the Fair Market Value Methods, as applicable, and will be in the same format as the Estimated Closing Statement. During the period following Closing prior to the delivery of the Subject Closing Statement, each Ceding Company and Reinsurer shall cooperate and each Ceding Company shall take into account in preparing the Subject Closing Statement any errors or mistakes in the preparation of, and any inaccuracies of any items reflected in, the Estimated Closing Statement or any corrections, adjustments, additional information and details, updated calculations or similar information, if any, brought to its attention by Reinsurer.

(e) Reinsurer shall have sixty (60) days after the date on which the Subject Closing Statement is delivered to it to review the Subject Closing Statement and the calculations set forth therein (the “Review Period”). In furtherance of such review, each Ceding Company shall provide Reinsurer and its Representatives with such access to the employees and Representatives of such Ceding Company who are responsible for and knowledgeable about the information set forth in the Subject Closing Statement and to such documentation, records and other information of such Ceding Company that Reinsurer or any of its Representatives may reasonably request; provided, that such access does not unreasonably interfere with the conduct of the business of such Ceding Company or its Affiliates; provided, further, that the independent accountants and actuaries of such Ceding Company will not be obligated to make any work papers available to Reinsurer, unless and until Reinsurer has signed a customary confidentiality/non-reliance agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants and actuaries, as applicable.

(i) If Reinsurer disagrees with the Subject Closing Statement (including any amount, valuation or computation set forth therein), Reinsurer may, on or prior to the last day of the Review Period, deliver a notice to the applicable Ceding Company setting forth, in reasonable detail, each disputed item or amount and the basis for Reinsurer’s disagreement therewith (the “Dispute Notice”). The Dispute Notice shall set forth, with respect to each disputed item or amount, Reinsurer’s position as to the correct amount or computation that should have been included in the Subject Closing Statement, with reasonable supporting detail. Matters as to which Reinsurer may submit a Dispute Notice in respect of the Subject Closing Statement shall be limited to (i) whether the Subject Closing Statement was prepared in accordance with the methodologies, procedures, judgments, assumptions and estimates described in the Agreed Accounting Principles, the Fair Market Value Methods or the Asset Selection Protocol, as applicable, and (ii) whether any arithmetic error was made in the line items or calculation set forth therein. The Parties will pay any undisputed amount upon receipt of the Dispute Notice in accordance with the requirements set forth in Section 2.04(b).

(ii) If Reinsurer has accepted the Subject Closing Statement in writing, or if no Dispute Notice is received by the Ceding Companies with respect to any matter in the Subject Closing Statement on or prior to the last day of the Review Period, the amount or computation with respect to such matters as set forth in the Subject Closing Statement shall be deemed accepted by Reinsurer, whereupon the amount or computation of such matter or matters shall be final and binding on the Parties, and the Parties will settle any amount due under Section 2.04(b) within five (5) Business Days.

(iii) For a period of thirty (30) days (the “Resolution Period”) beginning on the date that an applicable Ceding Company receives a Dispute Notice, if any, Reinsurer and such Ceding Company shall endeavor in good faith to resolve by mutual agreement all matters identified in the Dispute Notice. In the event that the Parties are unable to resolve by mutual agreement any matter in the Dispute Notice within such Resolution Period, Reinsurer and such Ceding Company shall, within thirty (30) days of the expiration of the Resolution Period, jointly engage an accounting firm of national reputation as mutually agreed by the Parties (the “Independent Accounting Firm”), to make a determination with respect to all matters in dispute; provided, that if no firm is willing or able to serve, unless otherwise agreed by the Parties, such dispute shall be resolved in accordance with Section 9.10.

(iv) Such Ceding Company and Reinsurer will direct the Independent Accounting Firm to render a determination within thirty (30) days after its retention, and such Ceding Company and Reinsurer and their respective employees and Representatives will cooperate with the Independent Accounting Firm during its engagement. Such Ceding Company, on the one hand, and Reinsurer, on the other hand, shall promptly (and in any event within ten (10) Business Days) after the Independent Accounting Firm’s engagement each submit to the Independent Accounting Firm their respective computations of the disputed items or amounts identified in the Dispute Notice and information, arguments and support for their respective positions, and shall concurrently deliver a copy of such materials to the other Party. Each Party shall then be given an opportunity to supplement the information, arguments and support included in its initial submission with one additional submission to respond to any arguments or positions taken by the other Party in such other Party’s initial submission, which supplemental information shall be submitted to the Independent Accounting Firm (with a copy thereof to the other Party), within five (5) Business Days after the first date on which both Parties have submitted their respective initial submissions to the Independent Accounting Firm. The Independent Accounting Firm shall thereafter be permitted to request additional or clarifying information from the Parties, and each of the Parties shall cooperate and shall cause its Representatives to cooperate with such requests of the Independent Accounting Firm. The Independent Accounting Firm shall determine, based solely on the materials so presented by the Parties and upon information received in response to such requests for additional or clarifying information and not by independent review, only those issues in dispute specifically set forth in the Dispute Notice and shall, within thirty (30) days of its retention, render a written report to such Ceding Company and Reinsurer (each, an “Adjustment Report”) in which the Independent Accounting Firm shall, after considering all matters set forth in the Dispute Notice, determine what adjustments, if any, should be made to the amounts and computations set forth in the Subject Closing Statement solely as to the disputed items or amounts set forth in the Dispute Notice and shall determine the appropriate Initial Premium and Final Transferred Asset Value on that basis.

(v) The Adjustment Report shall set forth, in reasonable detail, the Independent Accounting Firm’s determination with respect to each of the disputed items or amounts specified in the Dispute Notice, and the revisions, if any, to be made to the Subject Closing Statement, together with supporting calculations. In resolving any disputed item or amount, the Independent Accounting Firm (A) shall be bound to the principles of this Section 2.04 and the terms of this Agreement, (B) shall limit its review to matters specifically set forth in the Dispute Notice and (C) shall not assign a value to any matter higher than the highest value for such matter claimed by either Party or less than the lowest value for such matter claimed by either Party.

(vi) All fees and expenses relating to the work of the Independent Accounting Firm shall be borne equally by the Parties. Each Adjustment Report, absent Fraud or manifest error, shall be final, binding and conclusive upon the Parties and shall be expert determinations under New York law governing expert determination and appraisal proceedings. Any claim, dispute or controversy arising out of or relating to the final determinations of the Independent Accounting Firm, including enforcement of such final determinations, shall be resolved in accordance with Section 9.10.

(f) The final form of the Subject Closing Statement as finally determined pursuant to this Section 2.04 is referred to herein as the “Final Closing Statement,” the Initial Premium calculated therefrom is referred to as the “Final Initial Premium,” the final Adjusted Gross Statutory-to-Economic Reserve Adjustment set forth therein is referred to herein as the “Final Gross Statutory-to-Economic Reserve Adjustment,” and the aggregate Transferred Asset Value as of the close of business on the Business Day immediately preceding the Closing Date of all Transferred Investment Assets calculated therefrom is referred to as the “Final Transferred Asset Value” and the Initial Required Balance calculated therefrom is referred to as the “Final Initial Required Balance.”

Upon the final determination of the Final Initial Required Balance, the Parties agree to promptly make any necessary adjustments under Section 5.8(d) of the Reinsurance Agreement to the extent not reflected in any prior adjustments.

Section 2.05 Closing Date Deliveries. At the Closing:

(a) Reinsurer shall deliver, or cause to be delivered, to the Ceding Companies:

(i) the certificate referred to in Section 6.02(a)(iv);

(ii) the duly executed counterpart to each Transaction Agreement (other than this Agreement) to which each Reinsurer Party is a party;

(iii) [***]; and

(iv) such other agreements, documents, instruments or certificates as may be reasonably required to effectuate the transactions contemplated by this Agreement.

(b) Each Ceding Company shall deliver, or cause to be delivered, to Reinsurer:

(i) the certificate referred to in Section 6.03(a)(v);

(ii) the duly executed counterpart to each Transaction Agreement (other than this Agreement) to which such Ceding Company Party is a party;

(iii) [***];

(iv) the duly executed counterpart to the Recapture Amendments for the Captive Reinsurance Agreements to which such Ceding Company Party and each other Person is a party; and

(v) such other agreements, documents, instruments or certificates as may be reasonably required to effectuate the transactions contemplated by this Agreement.

ARTICLE III
REPRESENTATIONS AND WARRANTIES REGARDING THE CEDING COMPANIES

Subject to and as qualified by the matters set forth in the Ceding Companies Disclosure Schedule pursuant to Section 9.09, each Ceding Company hereby represents and warrants to the Reinsurer, on a several and not joint basis, as follows as of the date hereof and as of the Closing Date (except for such representations and warranties which address matters only as of a specific date, which representations and warranties shall be deemed made only as of such specific date)

Section 3.01 Incorporation and Authority of the Ceding Companies.

(a) In the case of EFLIC only, EFLIC is an insurance company duly incorporated, validly existing and in good standing under the Laws of the State of New York. In the case of EFLOA only, EFLOA is an insurance company duly incorporated, validly existing and in good standing under the Laws of the State of Arizona. In the case of EFLA only, EFLA is an insurance company duly incorporated, validly existing and in good standing under the Laws of the State of Colorado. Each of EFLIC, EFLOA and EFLA (i) has full corporate power and authority to administer the Reinsured Contracts as now conducted by it and to own, lease and operate its properties and assets relating to the applicable Reinsured Contracts; and (ii) is duly qualified to do business as a foreign or alien corporation, as the case may be, in good standing in each jurisdiction in which administration of the applicable Reinsured Contracts or the ownership, leasing or operation of its properties or assets relating to the applicable Reinsured Contracts makes such qualification necessary, except, in the case of clause (ii), where the failure to so qualify would not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect. Such Ceding Company is not deemed “commercially domiciled” under the applicable Laws of any jurisdiction and is not otherwise treated as domiciled in a jurisdiction other than (x) New York with respect to EFLIC, (y) Colorado with respect to EFLA and (z) Arizona with respect to EFLOA.

(b) Such Ceding Company Party has all requisite corporate or other entity power and authority to enter into, consummate the transactions contemplated by, and carry out its obligations under, the Transaction Agreements to which it is a party. The execution and delivery by such Ceding Company Party of the Transaction Agreements to which it is a party, and the consummation by such Ceding Company Party of the transactions contemplated by, and the performance by such Ceding Company Party of its obligations under, the Transaction Agreements have been and, with respect to the Transaction Agreements to be executed and delivered after the date of this Agreement, will be, duly authorized by all requisite corporate or other entity action on the part of such Ceding Company Party. Each of the Transaction Agreements to which such Ceding Company Party is or will be a party has been or, with respect to the Transaction Agreements to be executed and delivered after the date of this Agreement, will be, duly executed and delivered by such Ceding Company Party and, assuming due authorization, execution and delivery by each other party thereto, constitutes or, with respect to the Transaction Agreements to be executed and delivered after the date of this Agreement, will constitute, the legal, valid and binding obligation of such Ceding Company Party, enforceable against it in accordance with its terms, subject in each case to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, rehabilitation, liquidation, fraudulent conveyance or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) (the “Enforceability Exceptions”).

Section 3.02 No Conflict. Provided that all consents, approvals, authorizations and other actions described in Section 3.03 and Section 4.03 have been obtained or taken, except as set forth in Section 3.02 of the Ceding Companies Disclosure Schedule and except as may result from any facts or circumstances solely relating to Reinsurer or its Affiliates (as opposed to any other third party), the execution, delivery and performance by such Ceding Company Party of, and the consummation by such Ceding Company Party of the transactions contemplated by, the Transaction Agreements do not and will not, with or without the giving of notice or passage of time or both, (a) violate or conflict with any provision of the organizational documents of such Ceding Company Party, (b) violate or conflict with any Law or other Governmental Order or any agreement with, or condition imposed by, any Governmental Authority applicable to such Ceding Company Party or by which any such Ceding Company Party or any of its respective properties, assets or rights is bound or subject or (c) result in any breach or violation of, or constitute a default (or event which, with the giving of notice or lapse of time, or both, would become a default) under, or give to any Person any rights of termination, acceleration or cancellation of, or result in the creation of any Lien (other than a Permitted Lien) on any of the assets, properties or rights of such Ceding Company Party pursuant to, any Existing Reinsurance Agreement set forth on Part II of Section 3.10 of the Ceding Companies Disclosure Schedule relating to the Business to which such Ceding Company Party is a party or (d) result in a breach or violation of any terms or conditions of, or result in a default under, or otherwise cause an impairment or revocation of any material Permit of such Ceding Company Party used in respect of the Reinsured Contracts or the administration thereof, other than, in the case of clauses (b), (c) and (d), any such conflicts, violations, breaches, defaults, rights or Liens that, individually or in the aggregate, do not have, and would not reasonably be expected to have, a Business Material Adverse Effect.

Section 3.03 Consents and Approvals. Except as set forth in Section 3.03 of the Ceding Companies Disclosure Schedule, or as may result from any facts or circumstances solely relating to the Reinsurer or its Affiliates (as opposed to any other third party), the execution and delivery by such Ceding Company Party of the Transaction Agreements do not, and the performance by such Ceding Company Party of, and the consummation by such Ceding Company Party of the transactions contemplated by, the Transaction Agreements will not, require any Governmental Approval to be obtained or made by such Ceding Company Party prior to the Closing, except for such Governmental Approvals the failure of which to be obtained or made would not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect.

Section 3.04 Financial Statements; Books and Records.

(a) Such Ceding Company has made available to Reinsurer true, complete and correct copies of (i) the audited annual statutory statements of such Ceding Company as of and for the years ended December 31, 2022 and December 31, 2023 together with the report of its independent auditors thereon, (ii) the unaudited quarterly statutory statements of such Ceding Company as of and for the quarter ended September 30, 2024, together with the exhibits, schedules and notes thereto, in each case, as filed with the New York State Department of Financial Services (with respect to EFLIC) the Arizona Department of Insurance (with respect to EFLOA) or the Colorado Division of Insurance (with respect to EFLA) (collectively, the “Financial Statements”).

(b) The Financial Statements (1) were derived from the books and records of the applicable Ceding Company, (2) have been prepared in all material respects in accordance with all applicable Laws and SAP (subject, in the case of the September 30, 2024 Financial Statements, to normal recurring year-end adjustments) applied consistently throughout the periods involved and (3) present fairly, in all material respects, the statutory financial position, statutory results of operations, cash flow and capital and surplus of such Ceding Company, as of their respective dates and for the respective periods covered thereby. All assets that are reflected as admitted assets in the Financial Statements, to the extent applicable, comply in all material respects with all Laws applicable to admitted assets. No material weakness has been asserted by any Governmental Authority with respect to any of the Financial Statements, other than any such item that has been cured or otherwise resolved to the satisfaction of such Governmental Authority prior to the Closing Date. Except as set forth in Section 3.04(b) of the Ceding Companies Disclosure Schedule, such Ceding Company did not utilize any permitted accounting practices in the preparation of the Financial Statements.

(c) The applicable Ceding Company maintains in all material respects proper and adequate systems of internal accounting controls with respect to its business sufficient to provide reasonable assurances that: (i) transactions are executed according to the management’s general or specific authorization, (ii) transactions are recorded as necessary to permit the preparation of its financial statements in conformity in all material respects with SAP, (iii) access to its assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate actions are taken with respect to any differences.

(d) The Books and Records have been maintained in all material respects in accordance with applicable Law and such Ceding Company’s or its Affiliates’ customary business practices.

(e) The applicable Ceding Company has made available to the Reinsurer true, complete and correct copies of the audited annual statutory statements of each of the Separate Accounts as of and for the years ended December 31, 2022 and December 31, 2023 (the “Separate Account Statements”) in each case, as filed with the New York State Department of Financial Services (with respect to EFLIC), the Arizona Department of Insurance (with respect to EFLOA) or the Colorado Division of Insurance (with respect to EFLA), together with the exhibits, schedules and notes thereto. The Separate Account Statements (i) were derived from the books and records of the applicable Ceding Company, (ii) have been prepared in all material respects in accordance with SAP applied consistently throughout the periods involved and (iii) present fairly, in all material respects, the statutory financial position and results of operations, changes in surplus and cash flows of such Separate Accounts, as of their respective dates and for the respective periods covered thereby in accordance with SAP. No material weakness has been asserted by any Governmental Authority in respect of the Separate Account Statements other than any such item that has been cured or otherwise resolved to the satisfaction of such Governmental Authority prior to the Closing Date.

Section 3.05 Absence of Certain Changes. Except as set forth in Section 3.05 of the Ceding Companies Disclosure Schedule or as contemplated by the Transaction Agreements, from December 31, 2023 to the date of this Agreement, (a) such Ceding Company has conducted the Business in the ordinary course of business consistent with past practices, and (b) there has not occurred any event, change, circumstance, effect, development, condition or occurrence that, individually or in the aggregate, have had, or would reasonably be expected to have, a Business Material Adverse Effect. Such Ceding Company does not have any plans to fundamentally alter their corporate structure (including with respect to its back-office and administrative functions) in a manner that would reasonably be expected to materially and adversely affect the Business.

Section 3.06 Absence of Litigation.

Except as set forth in Section 3.06 of the Ceding Companies Disclosure Schedule, as of the date hereof, (a) there are no Actions (other than claims under the Reinsured Contracts within applicable policy limits in the ordinary course of business) pending or, to the Knowledge of the applicable Ceding Company, threatened in writing against such Ceding Company in respect of the Business that, individually or in the aggregate, have had, or would reasonably be expected to have, a Business Material Adverse Effect, and (b) there are no Actions pending or, to the Knowledge of such Ceding Company, threatened with respect to the Business (other than Actions involving claims for benefits arising under the Reinsured Contracts within applicable policy limits in the ordinary course of business) against such Ceding Company or any of its Affiliates, as applicable, or any assets, properties, rights or privileges of such Ceding Company or any of its Affiliates, as applicable, relating to the Business, in each case that would reasonably be expected to have a Business Material Adverse Effect, and there are no Actions pending or, to the Knowledge of such Ceding Company, threatened, against such Ceding Company or any of its Affiliates that question the validity of, or seek injunctive relief with respect to, this Agreement or the right of any Ceding Company Party to enter into any of the Transaction Agreements or consummate the transactions contemplated hereby or thereby.

Section 3.07 Compliance with Laws.

(a) Except as set forth in Section 3.07(a) of the Ceding Companies Disclosure Schedule, since January 1, 2022, (i) the applicable Ceding Company is not and has not been in violation of any Laws or Governmental Orders or material agreement with any Governmental Authorities, in each case, applicable to it in respect of the Business, except for violations that, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on the Business, and (ii) has not received any material written notice or communication from any Governmental Authority regarding any actual or alleged material violation of, or failure to comply in all material respects with, the terms or requirements of any applicable Law with respect to the conduct of the Business (other than ordinary course notices involving claims for benefits arising under the Reinsured Contracts).

(b) Except as set forth in Section 3.07(b) of the Ceding Companies Disclosure Schedule, as of the date hereof, such Ceding Company is not a party to, or bound by, any material Governmental Order or material agreement with any Governmental Authorities, in each case, applicable to the Business.

Section 3.08 Governmental Licenses and Permits.

(a) The applicable Ceding Company owns, holds or possesses and maintains in full force and effect all material governmental qualifications, registrations, licenses, permits or authorizations that are necessary for the performance of its obligations under the Transaction Agreements and for it to conduct the Business as conducted as of the date hereof and to own or use its assets and properties, to the extent used in the Business, owned and used in each of the jurisdictions in which the Business is operated and conducted, in each case, with respect to the Reinsured Contracts in each jurisdiction in which the Business is operated and conducted as of the date hereof (collectively, the “Permits”).

(b) Except (i) as have not had, or would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Business or (ii) as set forth in Section 3.08(b) of the Ceding Companies Disclosure Schedule, (A) all Permits are valid and in

full force and effect, (B) such Ceding Company is not in default or violation, in any material respect, of any of the Permits and (C) such Ceding Company is not the subject of any pending or, to the Knowledge of such Ceding Company, threatened Action seeking the revocation, suspension, limitation, termination, modification, impairment or non-renewal of any Permit. Subject to obtaining the consents set forth in Section 3.03 of the Ceding Companies Disclosure Schedule, none of the Permits will be subject to revocation, suspension, withdrawal or termination as a result of the consummation of the transactions contemplated hereby.

Section 3.09 Insurance Regulatory Matters.

(a) The applicable Ceding Company has made available to the Reinsurer copies of (i) all material reports and registrations (including registrations as a member of an insurance holding company system) and any supplements or amendments thereto filed since January 1, 2022 by such Ceding Company solely to the extent with respect to the Business with applicable Governmental Authorities, (ii) all material market conduct examination reports of all applicable Governmental Authorities with respect to such Ceding Company to the extent related to the Business issued since January 1, 2022 and (iii) all other material correspondence, orders, inquiries, risk-based capital reports and other materials relating to such Ceding Company in respect of the Business received from or delivered to any Insurance Regulator including those relating to such Ceding Company’s accounting, actuarial, reporting and claims-handling practices since January 1, 2022 through the date hereof or that are in effect as of the date hereof, in each case that has been received or delivered by such Ceding Company since January 1, 2022 through the date hereof to the extent in respect of the Business, it being understood that such Ceding Company may redact any portions of such materials unrelated to the Business. All material deficiencies or violations noted in such examination reports applicable to the Business have been cured or resolved to the satisfaction of the applicable Governmental Authority, in each case except as would not materially and adversely affect the Business. Except as set forth in Section 3.09(a) of the Ceding Companies Disclosure Schedule, to the Knowledge of the applicable Ceding Company, such Ceding Company is not, as of the date hereof, subject to any pending financial or market conduct examination by any applicable Governmental Authorities in respect of the Business.

(b) Since January 1, 2019, all policy forms and certificates on which Reinsured Contracts have been issued, to the extent still active, current or otherwise in effect, and all amendments, endorsements, supplements and riders thereto (collectively, “Policy Forms”), and all rates, application forms, brochures and marketing materials pertaining thereto have been, where required by applicable Law, approved by all applicable Governmental Authorities or filed with and not objected to by such Governmental Authorities within the time period provided by applicable Law for objection, in each case, except as would not reasonably be expected to, individually or in the aggregate, result in a Business Material Adverse Effect.

(c) The applicable Ceding Company has made available to the Reinsurer copies of all Policy Forms, other than such Policy Forms under which a non-material portion for the Business was issued, and, in respect of individual life insurance products that are currently marketed and sold, all rate filings, most recent actuarial memoranda and current or most recent marketing materials pertaining to the Reinsured Contracts.

(d) Since January 1, 2022, all benefits due and payable, or required to be credited or provided on the Reinsured Contracts in force on such dates have in all material respects been paid, credited or provided, as the case may be, in accordance with the terms of such Reinsured Contracts under which they arose, and such payments, credits or provisions were not materially delinquent, except for such claims for which the applicable Ceding Company or any Affiliate of such Ceding Company believed there was a reasonable basis to contest payment.

(e) Since January 1, 2022, the Reinsured Contracts have been marketed, sold, issued and administered in compliance, in all material respects, with applicable Law.

(f) Since January 1, 2022, each Reinsured Contract that is a security has been (i) offered and sold, and all purchase payments under such Reinsured Contract have been received, (A) pursuant to an effective registration statement under the Securities Act, or (B) under a line of SEC no-action letters or an SEC position which conditionally permits the delivery of alternative disclosures in lieu of updating the registration statements and delivering current prospectuses or (ii) offered and sold in reasonable reliance upon an applicable exemption from the registration and prospectus delivery requirements of the Securities Act.

(g) Since January 1, 2022, each private placement memorandum, prospectus, offering document, sales brochure, sales literature or advertising material, as amended or supplemented, relating to any Reinsured Contract or any Separate Account related thereto, used by such Ceding Company as of their respective mailing dates or dates of use, complied with applicable Law, except for such noncompliance as would not, individually or in the aggregate, reasonably be expected to result in a Business Material Adverse Effect. Since January 1, 2022, all advertising or marketing materials relating to the Reinsured Contracts that were required to be filed with FINRA or any other Governmental Authority have been timely filed therewith, except for any failure to file as would not, individually or in the aggregate, reasonably be expected to be materially adverse to the Business, taken as a whole.

Section 3.10 Reinsurance Agreements. Part I of Section 3.10 of the Ceding Companies Disclosure Schedule sets forth a true, complete and correct list of each Existing Reinsurance Agreement. [***]. True, complete and correct copies of each such Existing Reinsurance Agreement set forth on Part II of Section 3.10 of the Ceding Companies Disclosure Schedule have been provided to Reinsurer. Each Existing Reinsurance Agreement set forth in Part II of Section 3.10 of the Ceding Companies Disclosure Schedule is in full force and effect and is legal, valid, binding and enforceable in accordance with its terms, subject in each case to Enforceability Exceptions, and neither such Ceding Company with respect to the Business or, to the Knowledge of such Ceding Company, any other party to a Reinsurance Contract, is in default or breach or has failed to perform any obligation or make any undisputed payments required under any Existing Reinsurance Agreement, and, to the Knowledge of such Ceding Company, there does not exist any event, condition or omission that would constitute such a breach or default (whether by lapse of time or notice or both), in each case, except as would not reasonably be expected to, individually or in the aggregate, result in a Business Material Adverse Effect.

Except as set forth on Section 3.10 of the Ceding Companies Disclosure Schedule, as of the date hereof, since January 1, 2022, no such Ceding Company has received written or, to the Knowledge of such Ceding Company, oral notice of (i) cancellation, recapture or modification of any Existing Reinsurance Agreement, (ii) premium increases with respect to any Existing Reinsurance Agreement or (iii) delinquent payments of such Ceding Company under any Existing Reinsurance Agreement arising from reinsurance audits or otherwise.

Section 3.11 Actuarial Appraisal; Specified Data.

(a) The applicable Ceding Company has made available to the Reinsurer a true, complete and correct copy of (i) the actuarial appraisal prepared by the Third-Party Actuary with respect to the Reinsured Contracts, dated February 9, 2024 and titled “Actuarial Appraisal of Various Life Blocks,” (ii) the actuarial appraisal prepared by the Third-Party Actuary, dated April 4, 2024 and titled “Updated Actuarial Appraisal of Various Life Blocks” as updated on April 4, 2024, and (iii) the actuarial appraisal prepared by the Third-Party Actuary, dated November 11, 2024 and titled “Actuarial Appraisal roll-forward from September 30, 2023 to June 30, 2024” as updated on November 11, 2024, each with all attachments, addenda, supplements and modifications thereto (collectively, the “Actuarial Appraisal”). The Third-Party Actuary has not issued such Ceding Company any written revised Actuarial Appraisal, nor has it notified such Ceding Company in writing or, to the Knowledge of such Ceding Company, orally that the Actuarial Appraisal is inaccurate in any material respect, other than as contemplated in respect of any Actuarial Appraisal by any later-dated Actuarial Appraisal. Other than as contemplated in respect of any Actuarial Appraisal by any later-dated Actuarial Appraisal, the factual information and data provided by such Ceding Company and its Affiliates (other than the other Ceding Companies which make their own such representation hereunder) to the Third-Party Actuary expressly in connection with the preparation of the Actuarial Appraisal was (i) obtained from the Books and Records, (ii) generated from the same underlying sources and systems that were utilized by EFLIC and, to the extent applicable, EFLOA and EFLA to prepare the applicable Financial Statements for the relevant periods, (iii) accurate in all material respects, in each case as of the date so provided, (iv) [***], (v) based upon an inventory of in-force Reinsured Contracts that were issued, reinsured or assumed by such Ceding Company that, at the time of preparation, was complete and accurate in all material respects, and (vi) computed in all material respects in accordance with generally accepted actuarial standards consistently applied; provided, that such Ceding Company does not guarantee the projected results included in the Actuarial Appraisal and, except as expressly provided in this Article III, makes no representation or warranty with respect to any estimates, projections, predictions, forecasts or assumptions in the Actuarial Appraisal. As of the date hereof, to the Knowledge of the Ceding Companies, there are no material errors reflected in the Actuarial Appraisal other than as contemplated in respect of any Actuarial Appraisal by any later-dated Actuarial Appraisal. Except as provided in Section 3.11(a) of the Ceding Companies Disclosure Schedule, other than the Actuarial Appraisal, since January 1, 2022, neither the Ceding Company nor any of its Affiliates have commissioned or received from any third party any actuarial report pertaining in whole or in material part to the Business or to any material portion thereof.

(b) Such Ceding Company has provided, or caused its Affiliates or Representatives to provide, Reinsurer with the factual information and data set forth on Section 3.11(b) of the Ceding Companies Disclosure Schedule (the “Specified Data”). The Specified Data as of the date so supplied (i) was obtained from the Books and Records, (ii) was generated from the same underlying sources and systems that were utilized to prepare the Financial Statements for the relevant periods, (iii) was accurate and correct in all material respects as of the date so provided and (iv) [***]. Such Ceding Company is not as of the date hereof aware to its Knowledge of any omissions, errors or discrepancies that would materially affect such data since the respective dates on which such documents were prepared.

Section 3.12 Brokers. Except as provided in Section 3.12 of the Ceding Companies Disclosure Schedule, each Ceding Company is solely responsible for the payment of the fees and expenses, if any, of any broker, investment banker, financial adviser or other Person acting in a similar capacity in connection with the transactions contemplated by the Transaction Agreements based upon arrangements made by or on behalf of such Ceding Company or any of its Affiliates.

Section 3.13 Separate Accounts.

(a) Section 3.13(a) of the Ceding Companies Disclosure Schedule sets forth a true, complete and correct list of all separate accounts established by or affiliated with the applicable Ceding Company with respect to the Business (collectively, the “Separate Accounts”), including (x) an indication of whether each such Separate Account is (i) registered under the Investment Company Act (and, if applicable, the Investment Company Act registration file number applicable to such Separate Account) or (ii) associated with a Reinsured Contract that is owned by a policyholder that is or is deemed to constitute the assets of an “employee benefit plan” (within the meaning of Section 3(3) of ERISA) that is subject to Title I of ERISA, or a “plan” within the meaning of Section 4975 of the Code and (y) whether such Separate Account is commingled with any business other than the Business or is chargeable with liabilities arising from business other than the Business.

(b) Each Separate Account of such Ceding Company is, and has been, (i) duly and validly established and maintained in all material respects under applicable Law and (ii) since January 1, 2022, operated in compliance with applicable Law (including the conditions of any applicable exemptions obtained from provisions of the Investment Company Act), except, in each case, as would not reasonably be expected to, individually or in the aggregate, result in a Business Material Adverse Effect.

(c) Each Separate Account of such Ceding Company is either (i) registered as an investment company under the Investment Company Act (each, a “Registered Separate Account”), (ii) not an investment company within the meaning of the Investment Company Act, or (iii) not registered as an investment company in reasonable reliance upon the exclusion from the definition of an investment company in Section 3(c)(1), 3(c)(7) or 3(c)(11) of the Investment Company Act. In respect of such Separate Account that is registered as an investment company under the Investment Company Act, since becoming registered as an investment company under the Investment Company Act, each Registered Separate Account has been operated in material compliance with the portions of the Investment Company Act (including the conditions of any applicable exemptions obtained from provisions of the Investment Company Act) applicable to it and its registration under the Investment Company Act is in full force and effect.

(d) Except as set forth in Section 3.13(d) of the Ceding Companies Disclosure Schedule, as of the date hereof, neither such Ceding Company nor any of its Affiliates has received written (or, to the applicable Ceding Company’s Knowledge, oral) notice of any examinations, investigations, reviews, inspections or formal or informal inquiries of the Separate Accounts, including periodic regulatory examinations of the Separate Accounts’ affairs and condition, civil investigative demands and market conduct examinations, by any Governmental Authority that have been conducted, or are pending or, to the Knowledge of such Ceding Company, threatened in writing, since January 1, 2022 through the date hereof.

(e) Each Registered Separate Account of the applicable Ceding Company has written policies and procedures adopted pursuant to Rule 38a-1 under the Investment Company Act that are reasonably designed to prevent material violations of the United States Federal Securities Laws, as such term is defined in Rule 38a-1(e)(1) under the Investment Company Act. In the two most recent annual reports under Rule 38a-1 for the Registered Separate Accounts immediately preceding the date of this Agreement and, except as set forth on Section 3.13(e) of the Ceding Companies Disclosure Schedule, there have been no Material Compliance Matters (as such term is defined in Rule 38a-1 under the Investment Company Act) that would, individually or in the aggregate, reasonably be expected to be materially adverse to any Separate Account, other than those, if any, which have been both (i) reported as required by Rule 38a-1(a)(4)(iii)(B), and (ii) satisfactorily remedied or in the process of being remedied.

Section 3.14 Reserves. Subject to Section 9.16, the statutory policy reserves required by SAP to be held by the applicable Ceding Company in respect of the Reinsured Contracts as set forth in the applicable Financial Statements of such Ceding Company and the Separate Account Statements in respect of such Ceding Company, as of and for the year ended December 31, 2023, as filed with the New York State Department of Financial Services (with respect to EFLIC), the Arizona Department of Insurance (with respect to EFLOA) or the Colorado Division of Insurance (with respect to EFLA), (a) were computed in all material respects in accordance with those presently (as of December 31, 2023) generally accepted actuarial standards that are consistently applied and fairly stated, in accordance with sound actuarial principles as of December 31, 2023, (b) were based on actuarial assumptions which produce reserves at least as great as those called for in any Reinsured Contract provision as to reserve basis and method, and are in accordance with all other Reinsured Contract provisions, in each case except as otherwise noted in the Financial Statements and notes thereto, (c) met the requirements in all material respects of applicable Law and are at least as great as the minimum aggregate amounts required by applicable Law and (d) include provision for all actuarial reserves and related statement items which ought to be established by such Ceding Company pursuant to SAP.

Notwithstanding the foregoing or anything herein to the contrary, none of Ceding Companies or any of their respective Affiliates make any representation or warranty in this Section 3.14 or in any other provision of this Agreement, any other Transaction Agreement or any other agreement, document or instrument to be delivered in connection with the transactions contemplated hereby or thereby with respect to (i) the adequacy or sufficiency of reserves of such Ceding Company, (ii) the effect of the adequacy or sufficiency of reserves on any line item, asset, liability or equity amount on any financial or other document (including the Financial Statements, the Separate Account Annual Statements or the Actuarial Appraisal), (iii) the future profitability of the Business, or (iv) except to the extent expressly provided in this Section 3.14, whether or not reserves were determined in accordance with any actuarial, statutory, regulatory or other standard.

Section 3.15 Data Protection.

(a) Except as would not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect, to the Knowledge of the applicable Ceding Company, the operation of the Business as currently conducted does not infringe or misappropriate any Person’s Intellectual Property, and as of the date hereof there are no material claims pending or, to the Knowledge of such Ceding Company, threatened in writing against such Ceding Company or any of its Affiliates alleging any such infringement or misappropriation by the conduct of the Business as currently conducted.

(b) The applicable Ceding Company uses commercially reasonable measures, which in each case are at least equal to the measures required by applicable Law, to protect the secrecy of Personal Information that it collects and maintains in connection with the Business and prevent materially adverse unauthorized access to such Personal Information by any Person. Except as set forth in Section 3.15(b) of the Ceding Companies Disclosure Schedule, since January 1, 2020, none of such Ceding Company or, to the Knowledge of such Ceding Company, any third Person working on behalf of any of them, has experienced a breach of security or an incident of unauthorized access, disclosure, use, destruction or loss of any Personal Information or confidential information that such Ceding Company (or a third Person on behalf of any of them) collects, stores, uses, maintains, transmits or otherwise processes that required notification to individuals or any Governmental Authority of an actual or suspected data breach of security incident pursuant to Applicable Privacy Law with respect to the Business.

Section 3.16 Product Tax Matters. The Tax treatment of each Reinsured Contract is not, and, since the time of issuance (or subsequent modification), has not been, materially less favorable to the purchaser, policyholder or intended beneficiaries thereof, than the Tax treatment (i) that was purported to apply in any written materials provided to the purchaser (or policyholder or intended beneficiary) at the time of issuance (or any subsequent modification of such policy) or (ii) for which such policy was designed, intended or reasonably expected to qualify at the time of issuance (or subsequent modification). Such Ceding Company has complied in all material respects with all product tax reporting, withholding and disclosure Laws that are applicable to the Reinsured Contracts of such Ceding Company and distributions thereunder.

Section 3.17 Producers.

To the Knowledge of the applicable Ceding Company, each Producer, at the time such Producer solicited, negotiated, placed, sold, serviced or produced business constituting any of the Reinsured Contracts, to the extent required by applicable Law, was duly and appropriately licensed in all material respects as a Producer (for the type of business solicited, negotiated, sold or produced by such Producer), in each case in the particular jurisdiction in which such Producer solicited, negotiated, sold or produced such business for such Ceding Company and its Affiliates, as applicable, in each case except as would not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect. To the Knowledge of such Ceding Company, (a) each such Producer was, at such time, duly and appropriately appointed by such Ceding Company to act as a Producer for such company, (b) no Producer has materially breached the terms of any agency or broker Contract with such Ceding Company and its Affiliates or violated any applicable Law or policy of such Ceding Company and their Affiliates in the solicitation, negotiation, writing, sale, servicing or production of the Reinsured Contracts in any material respect in each case in connection with the Business, and (c) no Producer has been enjoined, indicted, convicted or made the subject of any consent decree or judgment on account of any violation in any material respect of any applicable Law in connection with such Producer’s actions in his, her or its capacity as a Producer of the Reinsured Contracts, except in each case would not, individually or in the aggregate, reasonably be expected to be material to the Business as a whole.

Section 3.18 Third Party Administrators. Except as set forth in Section 3.18 of the Ceding Companies Disclosure Schedule, to the Knowledge of such Ceding Company, since January 1, 2022, each third party administrator that managed or administered the Business, at the time such Person managed or administered such Business, was duly licensed as required by applicable Law (for the type of business so managed or administered), and to the Knowledge of such Ceding Company, no such third party administrator has been since January 1, 2022 or is in violation (or with or without notice or lapse of time or both, would be in violation) of any term or provision of any applicable Law applicable to the administration or management of the Business, except for such failures to be licensed or such violations that, individually or in the aggregate, have not had, and would not reasonably be expected to, a materially and adversely affect the Business taken as a whole.

Section 3.19 Investment Assets. The applicable Ceding Company or one of its Affiliates is the record and beneficial owner of, and has good, valid and marketable title to and in all of the Investment Assets of such Ceding Company that are a part of the Asset Portfolio, free and clear of all Liens other than Permitted Liens. The assets comprising the Asset Portfolio for such Ceding Company qualify as admitted assets under applicable Laws of such Ceding Company’s state of domicile. Such Ceding Company has not received as of the date hereof any written notice (i) that any of the issuer or other obligors of any such Investment Assets is in default in any payment or performance obligation thereunder or (ii) of any material breach of, or default under, any covenants of any such Investment Assets. Such Ceding Company does not have any funding obligations of any kind, or obligations to make any additional advances or investments, with respect to any such Investment Assets and there are no outstanding commitments, options, put agreements or other arrangements relating to any such Investment Assets to which such Ceding Company is a party and would be subject upon or after the Closing.

Section 3.20 Solvency. Immediately following the Effective Time, and after giving effect to the transactions contemplated by the Transaction Agreements and the payment of all related fees and expenses required to be paid by it hereunder and thereunder at Closing, and assuming (x) the accuracy and completeness of the representations and warranties of the Reinsurer set forth in Article IV hereof or of Reinsurer, any Reinsurer Party or any RGA Transaction Party in any other Transaction Agreement, and (y) compliance by the Reinsurer, the Reinsurer Parties and the RGA Transaction Parties with all covenants and obligations hereunder and under each Transaction Agreement to which such Person is a party, each Ceding Company will be Solvent.

Section 3.21 ERISA Matters. The transfer of assets by such Ceding Company into any Trust Account established under any Trust Agreement shall not constitute a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code, other than a prohibited transaction to which applies a class or individual exemption promulgated by the U.S. Department of Labor. None of the general account assets transferred by such Ceding Company into any Trust Account established under any Trust Agreement will, following such transfer, be treated as Plan Assets (provided that this representation shall cease to be operative if Purchaser or its Affiliates take steps following such transfer to cause such assets to become Plan Assets).

Section 3.22 Unclaimed Property. Such Ceding Company is not a party to, nor bound by, any Governmental Order or material agreement with any Governmental Authorities in respect of, any unclaimed property or escheat audit or investigation in respect of the Business that is currently in effect. To the Knowledge of such Ceding Company, such Ceding Company is not currently the subject of any escheat audit or investigation in respect of the Business. Such Ceding Company maintains unclaimed property and escheat policies, procedures and guidelines with respect to the Business that comply in all material respects with all applicable Laws.

Section 3.23 Anti-Money Laundering Laws. Since January 1, 2022, such Ceding Company has conducted its business in compliance in all material respects with all applicable Laws regarding financial reporting and recordkeeping, and anti-money laundering and the prevention of terrorist financing, in the jurisdictions in which it is organized and conducts its business with respect to the Reinsured Contracts.

Section 3.24 Regulatory Closed Block.

(a) The Regulatory Closed Block Policies of EFLIC are and have been, (i) duly and validly established and, since January 1, 2022, maintained in all material respects under applicable Law, (ii) since January 1, 2022, EFLIC has not received any material written notice or communication from any Governmental Authority regarding any actual or alleged material violation of, or failure to comply in all material respects with, the terms or requirements of any applicable Law with respect to the conduct of the Regulatory Closed Block Policies, and (iii) since January 1, 2022, operated in compliance with the applicable Plan of Reorganization. EFLIC has made available to the Reinsurer a true and correct copy of the Plan of Reorganization (including all exhibits, schedules and annexes thereto) as currently in effect pertaining to the Regulatory Closed Block Policies.

Section 3.25 Investment Option Agreements. Section 3.24 of the Ceding Companies Disclosure Schedule sets forth a true, complete and correct list of all Investment Option Agreements as of the date hereof that represent fee income to the applicable Ceding Company or its applicable Affiliates in respect of the Business. True and complete copies of each such Investment Option Agreement, in each case including all material amendments and addenda thereto, have been made available to the Reinsurer. Each of the Investment Option Agreements (a) constitutes a valid and binding obligation of the applicable Ceding Company or applicable Affiliate thereof and, to the Knowledge of the applicable Ceding Company, each other party thereto, enforceable against the applicable Ceding Company or such Affiliate and, to the Knowledge of the applicable Ceding Company, each other party thereto in accordance with its terms, subject to the Enforceability Exceptions and (b) is in full force and effect. Neither the applicable Ceding Company nor any applicable Affiliate thereof nor, to the Knowledge of such Ceding Company, any other party thereto, is (or, with the giving of notice or the lapse of time or both, will be) in material breach of any of the Investment Option Agreements. As of the date hereof, neither the applicable Ceding Company nor any applicable Affiliate thereof has received written or, to the Knowledge of the applicable Ceding Company, oral notice of cancellation of any Investment Option Agreement.

Section 3.26 NO OTHER REPRESENTATIONS OR WARRANTIES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE III (AS MODIFIED BY THE CEDING COMPANIES DISCLOSURE SCHEDULE), NEITHER THE APPLICABLE CEDING COMPANY NOR ANY OTHER PERSON MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO SUCH CEDING COMPANY, THE INVESTMENT ASSETS OR THE BUSINESS, AND SUCH CEDING COMPANY DISCLAIMS ANY OTHER REPRESENTATIONS, WARRANTIES, FORECASTS, PROJECTIONS, STATEMENTS OR INFORMATION, WHETHER MADE BY ANY CEDING COMPANY OR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES OR REPRESENTATIVES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE III NO REPRESENTATION OR WARRANTY HAS BEEN OR IS BEING MADE WITH RESPECT TO ANY PROJECTIONS, FORECASTS, BUSINESS PLANS, ESTIMATES OR BUDGETS DELIVERED OR MADE AVAILABLE TO THE REINSURER OR ANY OTHER PERSON.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES REGARDING THE REINSURER

Reinsurer hereby represents and warrants to each Ceding Company as follows as of the date hereof and as of the Closing Date (except for such representations and warranties which address matters only as of a specific date, which representations and warranties shall be deemed made only as of such specific date):

Section 4.01 Incorporation and Authority of Reinsurer.

(a) Reinsurer (i) is a Missouri-domiciled insurance company duly incorporated, validly existing and in good standing under the Laws of State of Missouri; (ii) has full corporate power and authority to carry on its business as now conducted and to own, lease and operate its properties and assets relating to its business; and (iii) is duly qualified to do business as a foreign or alien corporation, as the case may be, in good standing in each jurisdiction in which it conducts business or the ownership, leasing or operation of its properties or assets relating to its business makes such qualification necessary, except, in the case of clause (iii) where the failure to so qualify would not, individually or in the aggregate, reasonably be expected to have a Reinsurer Material Adverse Effect.

(b) Each Reinsurer Party has all requisite corporate power and authority to enter into, consummate the transactions contemplated by, and carry out its obligations under, the Transaction Agreements to which it is (or is contemplated to become) a party. The execution and delivery by each Reinsurer Party of the Transaction Agreements to which it is (or is contemplated to become) a party, and the consummation by such Reinsurer Party of the transactions contemplated by, and the performance by such Reinsurer Party of its obligations under, the Transaction Agreements have been and, with respect to the Transaction Agreements to be executed and delivered after the date of this Agreement, will be, duly authorized by all requisite corporate action on the part of such Reinsurer Party. Each of the Transaction Agreements to which a Reinsurer Party is or will be a party has been or, with respect to the Transaction Agreements to be executed and delivered after the date of this Agreement, will be, duly executed and delivered by such Reinsurer Party and, assuming due authorization, execution and delivery by each other party thereto, constitutes or, with respect to the Transaction Agreements to be executed and delivered after the date of this Agreement, will constitute, the legal, valid and binding obligation of such Reinsurer Party, enforceable against it in accordance with its terms, subject in each case to the Enforceability Exceptions.

Section 4.02 No Conflict. Provided that all consents, approvals, authorizations and other actions described in Section 3.03 and Section 4.03 have been obtained or taken, and except as may result from any facts or circumstances solely relating to a Ceding Company or its Affiliates (as opposed to any other third party), the execution, delivery and performance by each Reinsurer Party of, and the consummation by such Reinsurer Party of the transactions contemplated by, the Transaction Agreements do not and will not, with or without the giving of notice or passage of time or both (a) violate or conflict with any provision of the organizational documents of such Reinsurer Party, (b) violate or conflict with any Law or other Governmental Order or any agreement with, or condition imposed by, any Governmental Authority applicable to such Reinsurer Party or by which it or its properties, assets or rights are bound or subject or (c) result in any breach or violation of, or constitute a default (or event which, with the giving of notice or lapse of time, or both, would become a default) under, or give to any Person any rights of termination, acceleration, or cancellation of, or result in the creation of any Lien (other than Permitted Liens) on any of the assets, properties or rights of such Reinsurer Party pursuant to any material note, bond, mortgage, indenture or contract to which such Reinsurer Party or any of its Affiliates is a party or by which any of such assets or properties is bound or subject, except, in the case of clauses (b) or (c), any such conflicts, violations, breaches, defaults, rights or Liens that, individually or in the aggregate, do not have, and would not reasonably be expected to have, a Reinsurer Material Adverse Effect.

Section 4.03 Consents and Approvals. Except for the Required Regulatory Approvals, or as may result from any facts or circumstances solely relating to a Ceding Company or its Affiliates (as opposed to any other third party), the execution and delivery by each Reinsurer Party of the Transaction Agreements do not, and the performance by such Reinsurer Party of, and the consummation by such Reinsurer Party of the transactions contemplated by, the Transaction Agreements will not, require any Governmental Approval to be obtained or made by such Reinsurer Party or any of its Affiliates prior to the Closing.

Section 4.04 Absence of Litigation. As of the date hereof, there are no Actions pending or, to the Knowledge of Reinsurer, threatened in writing against Reinsurer that (i) question the validity of, or seek injunctive relief with respect to, this Agreement or the right of any Reinsurer Party to enter into any of the Transaction Agreements, or (ii) could reasonably be expected, individually or in the aggregate, to have a material adverse effect on the business, results of operations or financial condition of Reinsurer.

Section 4.05 Solvency. Immediately following the Effective Time, and after giving effect to the transactions contemplated by the Transaction Agreements and the payment of all related fees and expenses required to be paid by it hereunder and thereunder at Closing, and assuming (x) the accuracy and completeness of the representations and warranties of the Ceding Companies set forth in Article III hereof and of any Ceding Company or any Affiliate of any Ceding Company in any other Transaction Agreement, and (y) compliance by the Ceding Companies and any Affiliate of any Ceding Company with all covenants and obligations hereunder and under each Transaction Agreement to which such Person is a party, the Reinsurer will be Solvent.

Section 4.06 Regulatory Matters.

(a) Within the past five (5) years, no Governmental Authority has revoked any license or status held by Reinsurer [***] to conduct operations. Reinsurer is an accredited reinsurer in the State of New York and an authorized insurer or reinsurer in the States of Arizona and Colorado.

(b) Since January 1, 2022, none of Reinsurer [***] (i) has been in violation of any Laws or Governmental Orders or material agreement with any Governmental Authorities or (ii) has received any written communication from any Governmental Authorities indicating that any such Person has violated any Laws or Governmental Orders or material agreements with any Governmental Authorities, in each case, applicable to it or its assets, properties or businesses, except for violations that, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of the Reinsurer [***].

(c) Each of Reinsurer [***] has filed all material reports, statements, documents, registrations, filings or submissions required to be filed with any Governmental Authority since January 1, 2022, and all such material reports, statements, documents, registrations, filings and submissions were in compliance in all material respects with all applicable Laws when filed or as amended or supplemented, and no material deficiencies that remain unsatisfied have been asserted by any Governmental Authority with respect to such material reports, statements, documents, registrations, filings or submissions.

(d) Except as have not had, and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, results of operations or financial condition of Reinsurer [***] owns, holds or possesses all material governmental qualifications, registrations, licenses, permits, consents, registrations and authorizations that are necessary for it to conduct its business and to own or use its assets and properties, as such business, assets and properties are conducted, owned and used on the date hereof (collectively, the “Reinsurer Permits”).

(e) Except as have not had, or would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, results of operations or financial condition of Reinsurer [***], (i) all Reinsurer Permits are valid and in full force and effect, (ii) Reinsurer is not in default or violation, in any material respect, of any of Reinsurer Permits and (iii) neither Reinsurer [***] is the subject of any pending or, to the Knowledge of Reinsurer, threatened Action seeking the revocation, cancellation, suspension, limitation, termination, modification, restriction, impairment or non-renewal of any Reinsurer Permit. None of Reinsurer Permits will be subject to revocation, suspension, withdrawal or termination as a result of the consummation of the transactions contemplated hereby.

Section 4.07 Financial Statements.

(a) True, complete and correct copies of the audited annual statutory financial statements of Reinsurer as of and for each of the years ended December 31, 2022 and December 31, 2023 (collectively, the “Reinsurer Financial Statements”) have been provided to the Ceding Companies prior to the date hereof. The Reinsurer Financial Statements (1) were derived from the books and records of Reinsurer and its Affiliates, as applicable, (2) have been prepared in all material respects in accordance with SAP applied consistently throughout the periods involved and (3) present fairly, in all material respects, the statutory financial position and statutory results of operations of Reinsurer, as of their respective dates and for the respective periods covered thereby in accordance with SAP. All assets that are reflected as admitted assets in the Reinsurer Financial Statements, to the extent applicable, comply in all material respects with all Laws applicable to admitted assets. No material weakness has been asserted by any Governmental Authority with respect to any of the Reinsurer Financial Statements, other than any such item that has been cured or otherwise resolved to the satisfaction of such Governmental Authority. Reinsurer did not utilize any permitted practices in the preparation of Reinsurer Financial Statements.

(b) The statutory policy reserves required by SAP to be held by Reinsurer, as set forth in the statutory annual statement of Reinsurer as of and for the year ended December 31,

2023, as reflected in Reinsurer Financial Statements, established under applicable Law for payment of benefits, losses, claims, expenses and similar purposes maintained by Reinsurer, except as otherwise noted in Reinsurer Financial Statements and notes thereto, (i) were computed in all material respects in accordance with generally accepted actuarial standards applicable to Reinsurer consistently applied, and were fairly stated, in accordance with sound actuarial principles as of December 31, 2023, and (ii) met the requirements in all material respects of applicable Law and SAP and the provisions of the applicable insurance policies and contracts as to reserve basis and method, in each case, except as otherwise noted in Reinsurer Financial Statements and notes thereto.

Section 4.08 Financial Ability. Reinsurer has and will have at the Closing sufficient immediately available funds to pay all amounts payable pursuant to this Agreement at Closing or otherwise necessary to timely consummate the transactions contemplated by the Transaction Agreements. The obligations of Reinsurer to effect the transactions contemplated by the Transaction Agreements are not conditioned upon the availability to Reinsurer or any of its Affiliates of any debt, equity or other financing in any amount whatsoever. The representation set forth in this Section 4.08 assumes (x) the accuracy and completeness of the representations and warranties of the Ceding Companies set forth in Article III hereof and of any Ceding Company or any Affiliate of any Ceding Company in any other Transaction Agreement, and (y) compliance by the Ceding Companies and any Affiliate of any Ceding Company with all covenants and obligations hereunder and under each Transaction Agreement to which such Person is a party.

Section 4.09 Brokers. None of the Ceding Companies or any of their Affiliates, nor any Person other than Reinsurer and its Affiliates, shall be responsible for the payment of the fees and expenses, if any, of any broker, investment banker, financial adviser or other Person acting in a similar capacity in connection with the transactions contemplated by the Transaction Agreements based upon arrangements made by or on behalf of Reinsurer or any of its Affiliates.

Section 4.10 No Reliance. Reinsurer and its Affiliates have such knowledge and experience in financial, business and insurance matters that it is capable of evaluating the merits and risks of the transactions contemplated by this Agreement and the other Transaction Agreements. The Reinsurer has conducted its own independent review and analysis of the Business and acknowledges and agrees that each Ceding Company has provided the Reinsurer with access to the personnel, properties, premises and Books and Records relating to the Business for this purpose. In entering into this Agreement, Reinsurer has relied solely upon its own investigation and analysis, and Reinsurer acknowledges and agrees in respect of the transactions contemplated under this Agreement and the other Transaction Agreements (a) that, except for the representations and warranties contained in Article III of this Agreement or any of the other Transaction Agreements, none of the Ceding Companies, its Affiliates or its respective Representatives make or have made, and neither Reinsurer nor its Affiliates nor any of their respective Representatives are relying upon, any representation or warranty, either express or implied, with respect to the Business or as to the accuracy or completeness of any of the information (including any projections, estimates or other forward-looking information) provided (including in any management presentations, information memorandums, ratings agency presentations, supplemental information or other materials or information with respect to any of the above) or otherwise made available to Reinsurer, its Affiliates or their respective Representatives and (b) that subject to Article VIII hereof, to the fullest extent permitted by applicable Law, the Ceding Company Parties, their Affiliates and their respective Representatives shall not have any liability whatsoever to Reinsurer, its Affiliates or their respective Representatives on any basis (including in contract or tort or otherwise) based upon any such information provided or made available, or statements made (or any omissions therefrom), in each case prior to the Closing, to Reinsurer, its Affiliates or their respective Representatives, except as and only to the extent expressly set forth herein with respect to the express representations and warranties contained in Article III of this Agreement.

For the avoidance of doubt, nothing in this Section 4.10 is intended to alter or impact any express contractual right, agreement or remedy provided for in the other Transaction Agreements.

Section 4.11 NO OTHER REPRESENTATIONS OR WARRANTIES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE IV, NEITHER THE REINSURER NOR ANY OTHER PERSON MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE REINSURER, AND THE REINSURER DISCLAIMS ANY OTHER REPRESENTATIONS, WARRANTIES, FORECASTS, PROJECTIONS, STATEMENTS OR INFORMATION, WHETHER MADE BY THE REINSURER OR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES OR REPRESENTATIVES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE IV NO REPRESENTATION OR WARRANTY HAS BEEN OR IS BEING MADE WITH RESPECT TO ANY PROJECTIONS, FORECASTS, BUSINESS PLANS, ESTIMATES OR BUDGETS DELIVERED OR MADE AVAILABLE TO THE CEDING COMPANIES OR ANY OTHER PERSON.

ARTICLE V
COVENANTS

Section 5.01 Conduct of Business Prior to the Closing. Except as required by applicable Law or as required or permitted by the terms of the Transaction Agreements, and except for matters set forth in Section 5.01 of the Ceding Companies Disclosure Schedule, from the date of this Agreement through the Closing Date (or any earlier termination of this Agreement in accordance with its terms), unless Reinsurer otherwise consents in writing in advance email being sufficient (which consent shall not be unreasonably withheld, delayed or conditioned), (a) each Ceding Company shall conduct the Business in the ordinary course of business, and (b) not, in respect of the Business:

(a) other than in the ordinary course and consistent with past practice, fail to pay or satisfy when due any material amount that after the Closing Date would constitute a Reinsured Liability under the Reinsurance Agreement (other than any such Reinsured Liability that is being contested in good faith);

(b) materially change any of its actuarial, financial, underwriting, reserving, pricing, claims, risk retention, reinsurance, investment ([***]), claims administration, hedging, risk management or accounting policies, practices or principles, except insofar as may be required by a concurrent change in applicable Law or SAP or as may be required by any Governmental Authority;

(c) abandon, modify, waive, surrender, withdraw, terminate or allow to lapse any material Permit of such Ceding Company to the extent relating to the conduct of the Business;

(d) seek approval from any applicable Governmental Authority for the use of any accounting practices related to the Reinsured Contracts that depart from the accounting practices prescribed or permitted by applicable Law in such Ceding Company’s state of domicile;

(e) take any action that would be prohibited by Sections 2.8 (Non—Guaranteed Elements), 2.10(b) (Separate Accounts), 2.11 (Existing Reinsurance), 4.1 (Administration), 4.2 (Performance Standards), 4.5 (Producer Agreements) or 4.7 (Programs of Internal Replacement) of the Reinsurance Agreements as if the Reinsurance Agreements were in effect as of the date of this Agreement;

(f) except to the extent required by SAP or applicable Law, (i) change the reserve basis in respect of any Reinsured Contract or (ii) reduce the amount of any reserves for losses, claims, expenses or other liabilities in respect of the Reinsured Contracts, other than as a result of loss, lapse, surrender or expense payments to other Persons in the ordinary course in accordance with the terms of any Reinsured Contracts;

(g) reincorporate or redomesticate itself;

(h) undergo a direct change of control other than any such transaction resulting in such Ceding Company being owned, directly or indirectly, 100% by Equitable Holdings, Inc.;

(i) cease providing any material service to its Business that is provided to its Business as of the date hereof, unless such service is replaced with a substantially comparable service; or

(j) enter into any contract or obligation with respect to any of the foregoing.

Section 5.02 Pre-Closing Access to Information.

(a) From the date of this Agreement until the Closing Date, subject to Section 5.02(b), each Ceding Company shall give Reinsurer and its authorized Representatives, upon reasonable advance written notice and during regular business hours and subject to the rules applicable to visitors at such Ceding Company’s offices generally, reasonable access to the Books and Records and to managerial personnel of such Ceding Company and its Affiliates who are knowledgeable about the Business. Any such access shall be conducted at Reinsurer’s expense, in accordance with applicable Law (including any applicable Law relating to antitrust, competition, employment or privacy issues), under the supervision of such Ceding Company’s or its Affiliates’ personnel and in such a manner as to maintain confidentiality and not to unreasonably interfere with the normal operations of such Ceding Company and its Affiliates.

(b) Notwithstanding anything to the contrary contained in this Agreement or any other agreement between Reinsurer or any of its Affiliates and any Ceding Company or any of their Affiliates, prior to the Closing, no Ceding Company shall have no obligation to make available to Reinsurer or its Representatives, or to provide Reinsurer or its Representatives with access to or copies of (i) any personnel file, medical file or related records of any employees or independent contractors or similar Persons, (ii) any Tax Return or (iii) any information if such Ceding Company determines, in its reasonable judgment, that making such information available could reasonably be expected to (A) jeopardize any attorney-client privilege, work product immunity or any other legal privilege or similar doctrine or (B) contravene any applicable Law, Governmental Order or any fiduciary duty, it being understood that such Ceding Company shall (x) cooperate with any requests for, and use its commercially reasonable efforts to obtain any, waivers and (y) use its commercially reasonable efforts to make other arrangements (including redacting information or entering into joint defense agreements), in each case, that would enable any otherwise required disclosure to Reinsurer to occur without so jeopardizing any such privilege or immunity or contravening such applicable Law, Governmental Order or fiduciary duty.

Section 5.03 Reasonable Best Efforts.

(a) Upon the terms and subject to the conditions set forth in this Agreement, each of Reinsurer and the Ceding Companies shall, and shall cause their respective Affiliates to, use reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Party in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement and the other Transaction Agreements, including (i) preparing and filing with any Governmental Authority all notices, filings and requests for approval necessary, proper or advisable to consummate the transactions contemplated by this Agreement and the other Transaction Agreements, (ii) using reasonable best efforts to obtain all Governmental Approvals necessary, proper or advisable to consummate the transactions contemplated by this Agreement and other Transaction Agreements, including by using reasonable best efforts to provide, and causing their respective Affiliates to use reasonable best efforts to provide, such information and documents to Governmental Authorities (or to the other Party, for inclusion in submissions to Governmental Authorities) as such Governmental Authorities may reasonably require or request, (iii) using reasonable best efforts to comply as promptly as practicable with all requirements of Governmental Authorities applicable to the transactions contemplated by this Agreement and the other Transaction Agreements and (iv) [***]; provided, in no event shall any Party be required to consent to any Burdensome Condition imposed by any Governmental Authority on such Party or its Affiliates. Prior to any Party being entitled to invoke a Burdensome Condition, each of the Parties and their respective Representatives shall promptly confer in good faith in order to (x) exchange and review their respective views and positions as to any Burdensome Condition or potential Burdensome Condition and (y) discuss and present to, and engage with, the applicable Governmental Authority regarding any approaches or actions that would avoid any actual Burdensome Condition or mitigate its impact so it is no longer a Burdensome Condition, [***]:

(i) [***];

(ii) [***];

(iii) [***];

(iv) [***]; and

(v) [***].

(b) Each of the Parties agrees that it shall consult with the other with respect to the obtaining of all Governmental Approvals necessary, proper or advisable to consummate the transactions contemplated by this Agreement and the other Transaction Agreements and each Party shall keep the other apprised at reasonable intervals of the status of such matters relating to such Governmental Approvals. Each Party shall have the right to review in advance and shall be provided with a reasonable opportunity to comment on, and to the extent practicable each shall consult the other on, in each case subject to applicable Law, the portion of any filing made with, or written materials submitted to, any Governmental Authority in connection with the transactions contemplated by this Agreement and the other Transaction Agreements, and each Party agrees to in good faith consider comments of the other Party thereon. The party responsible for any such action in connection with the Governmental Approval shall promptly deliver to the other party evidence of and copies of the filing or making of all filings, applications and submissions relating thereto and evidence of and copies of the filing or making of any supplement, amendment or item of additional information in connection therewith. Each Party shall at reasonable intervals advise each other upon receiving any substantive communication from any Governmental Authority with respect to any Governmental Approval required to consummate the transactions contemplated by this Agreement and the other Transaction Agreements, including at reasonable intervals furnishing each other copies of any written or electronic communication, and shall promptly advise each other when any such communication causes such Party to believe that there is a reasonable likelihood that any such consent, approval, waiver or authorization will not be obtained or that the receipt of any such consent, approval, waiver or authorization will be materially delayed or conditioned. Notwithstanding the foregoing, no Party shall be required to disclose to the other Party any of its or its Affiliates’ confidential competitive or proprietary information or any personally identifiable information of their respective officers, directors or other applicable individuals. Each Party shall be solely responsible for the costs of making such notices and filings or obtaining any such Governmental Approvals that it is required to make or obtain.

Section 5.04 Third-Party Consents.

(a) Prior to the Closing, except as otherwise agreed by the Parties, each Ceding Company shall use commercially reasonable efforts to make, obtain or deliver, as applicable, the consents, waivers and approvals of, or notices to, third parties (other than Governmental Authorities) set forth on Schedule 5.04 hereto (collectively, the “Third-Party Consents”). If any Third-Party Consents shall not have been obtained by the Closing, then for a period of ninety (90) days after the Closing, the Ceding Companies shall continue to use their respective commercially reasonable efforts to obtain such Third-Party Consents as promptly as reasonably practicable. [***].

(b) [***].

Section 5.05 Recapture of Captive Reinsurance Agreements. Subject to the receipt of any applicable Required Regulatory Approval, prior to the Closing (and effective prior to the Effective Time), each Ceding Company shall and shall cause EQ AZ to enter into the Captive Reinsurance Recapture Amendments and pursuant thereto recapture and terminate the applicable quota share (as specified in the Captive Reinsurance Recapture Amendments set forth as Exhibits H-1, H-2 and H-3, respectively) of the applicable Captive Reinsurance Agreements. The Parties hereto acknowledge and agree that any breach or non-compliance with the terms of this Section 5.05 or Section 2.05(b)(iv) hereof shall be deemed material such that in the event of any such breach, non-compliance, or failure to fulfill the obligations set forth in this Section 5.05 or Section 2.05(b)(iv), the condition in Section 6.03(a)(iv) to the obligations of Reinsurer to consummate the transactions contemplated by this Agreement shall be deemed to have been not fulfilled and Reinsurer shall not be obligated to consummate the transactions contemplated by this Agreement.

Section 5.06 Post Closing Access to Information.

(a) Each of the Ceding Companies and Reinsurer shall, and shall cause any of its respective Affiliates, as applicable, to, preserve and keep all books and records and all information relating to the accounting, legal, regulatory, business and financial affairs of the Business, for a reasonable period (not less than seven (7) years) after the Closing Date, or for any longer period as may be (i) required by Law (including any statute of limitations and applicable extensions thereof) or any Governmental Authority or (ii) reasonably necessary with respect to the investigation, prosecution or defense of any legal or regulatory action that is then pending or threatened or under audit and with respect to which the requesting Party has notified the other Party as to the need to retain such books, records or information. Each of the Parties shall provide the other with written notice at least thirty (30) Business Days prior to transferring, destroying or discarding the last copy of any records, books, workpapers, reports, correspondence and other similar materials, and the other Party shall have the right, at its own expense, to reproduce or take any such materials, if such other party provides written notice stating its intent to reproduce or take such materials no later than twenty (20) Business Days after having received notice that such materials are to be transferred, destroyed, or discarded.

(b) Following the Closing, for so long as such information is retained by Reinsurer in accordance with Section 5.06(a), subject to, without conflict or limitation of Section 5.06(a), Reinsurer’s generally applicable documented confidentiality and security processes and procedures, Reinsurer and any applicable Affiliates shall permit such Ceding Company or its Affiliates and their authorized Representatives to have reasonable access and duplication rights during normal business hours, upon reasonable prior written notice to Reinsurer or such Affiliates, to the information described in Section 5.06(a) to the extent that such access may be reasonably required in connection with (i) preparation of any accounting or tax records or with any audits or similar proceedings, (ii) any Action relating to such Ceding Company or its Affiliates or the operation of the Business prior to the Closing, (iii) any Governmental Approvals or regulatory matter or (iv) any other valid legal or business purpose. For a period of seven (7) years following the Closing Date, Reinsurer and any applicable Affiliates shall allow such Ceding Company or its Affiliates and their authorized Representatives to have access to Reinsurer’s Representatives, upon reasonable prior notice and during normal business hours, for any reasonable business purpose relating to the Business, including in connection with such Ceding Company’s preparation or examination of regulatory and statutory filings and financial statements, and the conduct of any audit or investigation by a Governmental Authority or any litigation relating to the Business (other than any litigation or dispute between such Ceding Company or its Affiliates, on the one hand, and Reinsurer or its Affiliates, on the other hand).

(c) Following the Closing, for so long as such information is retained by such Ceding Company in accordance with Section 5.06(a), subject to, without conflict or limitation of Section 5.06(a), such Ceding Company’s generally applicable documented confidentiality and security processes and procedures, such Ceding Company shall permit Reinsurer and its authorized Representatives to have reasonable access and duplication rights during normal business hours, upon reasonable prior written notice to such Ceding Company, to the information described in Section 5.06(a) to the extent that such access may be reasonably required in connection with (i) preparation of any accounting records or with any audits or similar proceedings, (ii) any Action relating to the Business, (iii) any Governmental Approval or regulatory matter or (iv) any other valid legal or business purpose. For a period of seven (7) years following the Closing Date, such Ceding Company and any applicable Affiliates shall allow Reinsurer or its Affiliates and their authorized Representatives to have access to such Ceding Company’s Representatives, upon reasonable prior notice and during normal business hours, for any reasonable business purpose relating to the Business, including in connection with Reinsurer’s preparation or examination of regulatory and statutory filings and financial statements, and the conduct of any audit or investigation by a Governmental Authority or any litigation relating to the Business (other than any litigation or dispute between such Ceding Company or its Affiliates, on the one hand, and Reinsurer or its Affiliates, on the other hand).

(d) For the avoidance of doubt, nothing in this Section 5.06 shall limit the obligations of any Reinsurer Party or Ceding Company Party, as the case may be, to maintain or provide access to any books, records or information pursuant to any other Transaction Agreement.

Section 5.07 Confidentiality.

(a) The terms of the non-disclosure agreement, dated March 11, 2024 (as amended, the “Confidentiality Agreement”), between Equitable Holdings, Inc. and the Reinsurer

are incorporated into this Agreement by reference and shall continue in full force and effect until the Closing, at which time the confidentiality obligations under the Confidentiality Agreement shall terminate; provided, that each Party’s and its Affiliates’ remedies with respect to breaches of such Confidentiality Agreement that occurred prior to the Closing shall survive the Closing. If for any reason the transactions contemplated by the Transaction Agreements are not consummated, the Confidentiality Agreement shall continue in full force and effect in accordance with its terms (disregarding, however, any provision contained therein that provides for termination thereof upon the execution of this Agreement). From and after the Closing, the confidentiality provisions of the Reinsurance Agreements shall apply to the confidential information of the parties as set forth therein. Reinsurer and its respective Representatives shall be permitted to disclose confidential information, including any confidential data and information provided in the Data Room, to actual or potential retrocessionaires or as otherwise necessary in retroceding or pursuing a retrocession of the risks reinsured hereunder, and any such Person who receives such information from Reinsurer or its Representatives shall be considered “Representatives” for purposes of this Section 5.07 and subject to customary restrictions on confidentiality and use of such information as set forth in a confidentiality agreement between the Reinsurer and such Person on terms substantially similar to the Confidentiality Agreement that prohibits the use of such confidential information except for the purpose of evaluating, negotiating, consummating and performing under such retrocession, which shall, in the case of any such agreements executed after the date of this Agreement, identify the Ceding Companies as third party beneficiaries thereof and shall include a disclaimer for the benefit of the Ceding Companies of any representations or warranties as to the accuracy of any such confidential information. The Reinsurer shall promptly notify the Ceding Companies in writing if it becomes aware of any breach by any Person who is subject to a confidentiality agreement described above in this Section 5.07.

Section 5.08 Non-Solicitation.

(a) Reinsurer agrees that, from the Closing until the twelve (12) month anniversary of the Closing, it shall not, and shall cause its Affiliates not to, directly or indirectly, (i) induce, solicit, knowingly encourage or hire any employee of any Ceding Company or any of its Affiliates with whom Reinsurer or any of its Affiliates or their respective Representatives have had contact or who (or whose performance) became known to such persons in connection with the transactions contemplated by this Agreement or the other Transaction Agreements to leave his or her position of employment with such Ceding Company or any of its Affiliates or (ii) solicit or hire for employment or any similar arrangement any such employee as described in the foregoing clause (i); provided, however, that the foregoing provisions of this Section 5.08(a) shall not (A) apply to any person who (x) has ceased to be employed by such Ceding Company or any of its Affiliates at the time of Reinsurer’s or its Affiliates’ first contact with them, or (y) was terminated at the initiative of such Ceding Company or its Affiliates or (B) prohibit general solicitations (not specifically targeted at such employees as described in the foregoing clause (i)) for employment through advertisements, trade publications, electronic media, bona fide third-party recruiting firms or other similar means.

(b) Each Ceding Company agrees that, from the Closing until the twelve (12) month anniversary of the Closing, it shall not, and shall cause its Affiliates not to, directly or indirectly, (i) induce, solicit, knowingly encourage or hire any employee of the Reinsurer or any of its Affiliates with whom any Ceding Company or any of its Affiliates or their respective Representatives have had contact or who (or whose performance) became known to such persons in connection with the transactions contemplated by this Agreement or the other Transaction Agreements to leave his or her position of employment with the Reinsurer or any of its Affiliates or (ii) solicit or hire for employment or any similar arrangement any such employee as described in the foregoing clause (i); provided, however, that the foregoing provisions of this Section 5.08(b) shall not (A) apply to any person who (x) has ceased to be employed by the Reinsurer or any of its Affiliates at the time of a Ceding Company’s or its Affiliates’ first contact with them, or (y) was terminated at the initiative of the Reinsurer or its Affiliates or (B) prohibit general solicitations (not specifically targeted at such employees as described in the foregoing clause (i)) for employment through advertisements, trade publications, electronic media, bona fide third-party recruiting firms or other similar means.

Section 5.09 Exclusivity. The terms of the exclusivity agreement, dated December 31, 2024 (the “Exclusivity Agreement”), between the Parties are incorporated into this Agreement by reference and that the Exclusivity Period as defined therein is hereby extended, and the exclusivity obligations thereof shall continue in full force and effect, until the earlier to occur of the termination of this Agreement pursuant to Article VII hereof or the Closing; provided, however, the Exclusivity Period shall terminate immediately upon any breach of this Agreement by any Reinsurer Party.

Section 5.10 [***].

Section 5.11 Further Assurances. After the Closing, each of the Parties shall, and shall cause its respective Affiliates to, (i) execute and deliver, at the reasonable request of the other Party, such additional documents and instruments in form and substance reasonably acceptable to the providing Party, including any consents and other similar instruments in addition to those required by this Agreement, as may be reasonably required to give effect to this Agreement and the other Transaction Agreements and the transactions contemplated hereby and thereby, and (ii) take such reasonable actions as may be necessary or appropriate to make effective the transactions contemplated hereby as may be reasonably requested by the other Party; provided, that nothing in this Section 5.11 shall require any Party to accept any material liability, risk, cost or expense not contemplated by this Agreement or the other Transaction Agreements.

Section 5.12 Ceding Company Names and Marks. Except as expressly provided in the Transaction Agreements, in no event shall the Reinsurer or any of its Affiliates have any right to use, nor shall the Reinsurer or any of its Affiliates use, the trademarks of each Ceding Company or its Affiliates (collectively, the “Ceding Company Names and Marks”), or any other mark that is confusingly similar to any of the Ceding Company Names and Marks, in any jurisdiction worldwide.

Section 5.13 Privilege Preservation.

(a) Recognizing that Willkie has acted as legal counsel to the Ceding Companies and their Affiliates prior to the Closing, all communications involving attorney-client confidences between any Ceding Company and its Affiliates and Willkie in the course of the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Ceding Company and its Affiliates. Accordingly, Reinsurer shall not have access to any such communications, or to the files of Willkie relating to such engagement, whether or not the Closing shall have occurred and such communications and files shall not constitute Books and Records for any purpose hereunder. Without limiting the generality of the foregoing, upon and after the Closing, (a) the Ceding Companies and their Affiliates (and not Reinsurer) shall be the sole holders of the attorney-client privilege with respect to such engagement, and Reinsurer shall not be a holder thereof, (b) to the extent that files of Willkie in respect of such engagement constitute property of the client, only the applicable Ceding Company and its Affiliates (and not Reinsurer) shall hold such property rights and (c) Willkie shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to Reinsurer with respect to such engagement.

(b) Recognizing that Clifford Chance has acted as legal counsel to the Reinsurer and its Affiliates prior to the Closing, all communications involving attorney-client confidences between the Reinsurer and its Affiliates and Clifford Chance in the course of the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to the Reinsurer and its Affiliates. Accordingly, the Ceding Companies shall not have access to any such communications, or to the files of Clifford Chance relating to such engagement, whether or not the Closing shall have occurred and such communications and files shall not constitute Books and Records for any purpose hereunder. Without limiting the generality of the foregoing, upon and after the Closing, (a) the Reinsurer and its Affiliates (and not the Ceding Companies) shall be the sole holders of the attorney-client privilege with respect to such engagement, and no Ceding Company shall be a holder thereof, (b) to the extent that files of Clifford Chance in respect of such engagement constitute property of the client, only the Reinsurer and its Affiliates (and not the Ceding Companies) shall hold such property rights and (c) Clifford Chance shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to the Ceding Companies with respect to such engagement.

ARTICLE VI
CONDITIONS TO CLOSING AND RELATED MATTERS

Section 6.01 Conditions to the Obligations of Reinsurer and the Ceding Companies. The obligations of the Parties to effect the Closing are subject to the satisfaction (or waiver by each party) at or prior to the Closing of the following conditions:

(a) No Injunction or Prohibition. No Governmental Authority of competent jurisdiction shall have enacted, enforced or entered any Law, or issued a Governmental Order, that is in effect on the Closing Date and prohibits, restrains or enjoins the consummation of the transactions contemplated by this Agreement and the other Transaction Agreements.

(b) Required Regulatory Approvals. All Required Regulatory Approvals shall have been obtained or made, and shall be in full force and effect, without the imposition of a Burdensome Condition on the Party seeking to invoke this condition.

Section 6.02 Conditions to Obligations of the Ceding Companies. The obligation of each Ceding Company to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or waiver by such Ceding Company, at or prior to the Closing, of each of the following conditions:

(a) Representations and Warranties; Covenants. (i) Reinsurer Fundamental Representations shall be true and correct in all but de minimis respects as of the date hereof and as of the Closing Date as if made on the Closing Date (other than any representation or warranty expressly made as of another date, which representation or warranty shall have been true and correct as of such date), (ii) the other representations and warranties of Reinsurer contained in Article IV shall be true and correct (without giving effect to any limitations as to materiality or Reinsurer Material Adverse Effect set forth therein) as of the date hereof and as of the Closing Date as if made on the Closing Date (other than any representation or warranty expressly made as of another date, which representation or warranty shall have been true and correct as of such date), except where the failure of such representations and warranties, individually or in the aggregate, to be true and correct has not had a Reinsurer Material Adverse Effect, (iii) the covenants contained in this Agreement to be complied with by Reinsurer or its Affiliates at or before the Closing shall have been complied with in all material respects and (iv) Reinsurer shall have delivered a certificate to the Ceding Companies dated as of the Closing Date to the effect that the conditions described in the foregoing clauses (i) – (iii) have been satisfied, signed by a duly authorized executive officer of Reinsurer.

(b) [***].

Section 6.03 Conditions to Obligations of Reinsurer. The obligations of Reinsurer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or waiver by Reinsurer, at or prior to the Closing, of each of the following conditions:

(a) Representations and Warranties; Covenants. (i) The Ceding Companies Fundamental Representations shall be true and correct in all but de minimis respects as of the date hereof and as of the Closing Date as if made on the Closing Date (other than any representation or warranty expressly made as of another date, which representation or warranty shall have been true and correct as of such date), (ii) the other representations and warranties of each Ceding Company contained in Article III (other than the representation and warranty set forth in clause (b) of Section 3.05 (Absence of Certain Changes)) shall be true and correct (without giving effect to any limitations as to materiality or Business Material Adverse Effect set forth therein) as of the date hereof and as of the Closing Date as if made on the Closing Date (other than any representation or warranty expressly made as of another date, which representation or warranty shall have been true and correct as of such date), except where the failure of such representations and warranties, individually or in the aggregate, to be true and correct has not had a Business Material Adverse Effect, (iii) the representation and warranty set forth in clause (b) of Section 3.05 (Absence of Certain Changes) shall be true and correct as of the date hereof and as of the Closing Date as though made as of the Closing Date, (iv) the covenants contained in this Agreement to be complied with by such Ceding Company or its Affiliates on or before the Closing shall have been complied with in all material respects and (v) each Ceding Company shall have delivered a certificate to Reinsurer dated as of the Closing Date to the effect that the conditions described in the foregoing clauses (i) – (iv) have been satisfied and that the applicable Recapture Amendment of the applicable Captive Reinsurance Agreements to which such Ceding Company is a party has occurred, signed by a duly authorized executive officer of each such Ceding Company.

(b) No Material Adverse Effect. Since the date hereof, there shall not have occurred, any fact, event, circumstance, effect, development, condition, violation or occurrence that individually or in the aggregate has had a Business Material Adverse Effect.

Section 6.04 Frustration of Closing Condition. Neither the Ceding Companies nor Reinsurer may rely on the failure of any condition set forth in this Article VI to be satisfied if such failure was caused by such party’s failure to act in good faith or to comply with its obligations set forth in this Agreement.

ARTICLE VII
TERMINATION AND WAIVER

Section 7.01 Termination. This Agreement may be terminated, and the transactions contemplated hereby abandoned, at any time prior to the Closing:

(a) by the mutual written consent of the Ceding Companies and Reinsurer;

(b) by either Party, if the Closing has not occurred on or before November 24, 2025 (the “Outside Date”); provided, however, that, if on the date that would have been the Outside Date the conditions set forth in Section 6.01(b) are the only conditions in Article VI (other than those conditions that by their terms are to be satisfied at the Closing) that shall not have been satisfied or waived on or before such date, either party may extend the Outside Date to February 23, 2026 upon delivering written notice of extension to the other party; provided, however, that the right to terminate or extend this Agreement under this Section 7.01(b) shall not be available to a Party if the failure of such occurrence was primarily due to the failure of such Party to perform any of its obligations under this Agreement;

(c) by either the Ceding Companies or Reinsurer in the event of the issuance of a final, nonappealable Governmental Order prohibiting the consummation of the transactions contemplated by this Agreement;

(d) by Reinsurer in the event of a breach by any of the Ceding Companies of any of such Ceding Company’s covenants, representations or warranties contained herein that would result in the conditions to the Closing set forth in Section 6.03(a) not being satisfied, and such breach is either not capable of being cured prior to the Outside Date or, if curable, such Ceding Company shall have failed to cure such breach within thirty (30) days after receipt of written notice thereof from Reinsurer requesting such breach to be cured; provided, however, that Reinsurer may not terminate this Agreement pursuant to this Section 7.01(d) at any time during which Reinsurer is in breach of this Agreement such that such Ceding Company has the right to terminate this Agreement pursuant to Section 7.01(e); and

(e) by the Ceding Companies in the event of a breach by Reinsurer of any of Reinsurer’s covenants, representations or warranties contained herein that would result in the conditions to the Closing set forth in Section 6.02(a) not being satisfied, and such breach is either not capable of being cured prior to the Outside Date or, if curable, Reinsurer shall have failed to cure such breach within thirty (30) days after receipt of written notice thereof from the Ceding Companies requesting such breach to be cured; provided, however, that the Ceding Companies may not terminate this Agreement pursuant to this Section 7.01(e) at any time during which a Ceding Company is in breach of this Agreement such that Reinsurer has the right to terminate this Agreement pursuant to Section 7.01(d).

Section 7.02 Notice of Termination. Any Party desiring to terminate this Agreement pursuant to Section 7.01 shall give written notice of such termination to the other Party.

Section 7.03 Effect of Termination. In the event of the termination of this Agreement as provided in Section 7.01, this Agreement shall thereafter become void and there shall be no liability on the part of any Party to this Agreement other than in respect of Section 5.07 (Confidentiality); [***]. The provisions of Section 1.01, Section 5.07, this Section 7.03 and Article IX shall survive any termination hereof pursuant to Section 7.01. Any Party may petition a court to award damages in connection with any breach by such other Party of the terms and conditions set forth in this Agreement, and the Parties agrees that such damages as may be sought shall not be limited to reimbursement of expenses or out-of-pocket costs (“Damages”). No termination of this Agreement shall affect the obligations contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms. The terms of the Confidentiality Agreement shall continue to survive any termination of this Agreement.

ARTICLE VIII
SURVIVAL; INDEMNIFICATION

Section 8.01 Survival of Representations, Warranties and Covenants.

(a) The representations and warranties of the Ceding Companies and Reinsurer in this Agreement shall survive the Closing solely for purposes of this Article VIII and shall terminate and expire on the date that is [***] after the Closing Date; provided, that the Ceding Company Fundamental Representations and Reinsurer Fundamental Representations shall survive until the date that is thirty (30) days after the expiration of the applicable statute of limitations and the representations and warranties of the Ceding Companies set forth in Section [***] shall survive until the date that is [***] after the Closing Date [***]. All of the covenants and agreements made by the Ceding Companies or Reinsurer in this Agreement which, by their terms, are to be performed or complied with in their entirety at or prior to the Closing, and all claims and causes of action with respect thereto, shall terminate on the date that is [***] after the Closing Date, and no claim for breach or failure to perform any such covenant shall be made after such time. All of the covenants and agreements made by the Ceding Companies or Reinsurer in this Agreement which, by their terms, are to be performed or complied with in whole or in part following the Closing, and all claims and causes of action with respect thereto, shall survive for the period provided in such covenants and agreements, if any, or until fully performed in accordance with their terms.

(b) Any claim for indemnification in respect of any representation, warranty, covenant or agreement that is not asserted by notice given as required herein prior to the expiration of the specified period of survival shall not be valid and any right to indemnification for such claim is hereby irrevocably waived after the expiration of such period of survival. Any claim properly made for an Indemnifiable Loss in respect of such a breach asserted within such period of survival as herein provided will be timely made for purposes hereof.

Section 8.02 Indemnification.

(a) From and after the Closing, and subject to the limitations set forth in this Article VIII, each Ceding Company, [***], shall indemnify and hold harmless Reinsurer and its Affiliates and their respective successors and assigns (collectively, the “Reinsurer Indemnified Persons”) from and against any and all Indemnifiable Losses actually suffered by such Reinsurer Indemnified Persons to the extent resulting from or arising out of:

(i) any breach or failure to be true of any representations or warranties of such Ceding Company under Article III hereof, other than the Ceding Company Fundamental Representations;

(ii) any breach or failure to be true of any Ceding Company Fundamental Representations of such Ceding Company;

(iii) any breach or nonfulfillment of any agreement or covenant of such Ceding Company under this Agreement;

(iv) any Ceding Company Extra-Contractual Obligations (as defined in the Reinsurance Agreement); or

(v) any Third-Party Claim relating to any Existing Reinsurance Agreement not set forth on Part II of Section 3.10 of the Ceding Companies Disclosure Schedule to the extent resulting from or arising out of a breach or alleged breach of the terms of such Existing Reinsurance Agreement due to the execution and delivery of any of the Transaction Agreements, the consummation of the transactions contemplated by the Transaction Agreements, the performance of the obligations contemplated by the Transaction Agreements or any other breach or alleged breach by the Ceding Companies or any of their Affiliates of such Existing Reinsurance Agreements.

(b) From and after the Closing, and subject to the limitations set forth in this Article VIII, Reinsurer shall indemnify and hold harmless the Ceding Companies and their respective Affiliates and their respective successors and assigns (collectively, the “Ceding Company Indemnified Persons”) from and against any and all Indemnifiable Losses actually suffered by the Ceding Company Indemnified Persons to the extent resulting from or arising out of:

(i) any breach or failure to be true of any representations or warranties of Reinsurer under Article IV hereof, other than Reinsurer Fundamental Representations;

(ii) any breach or failure to be true of any Reinsurer Fundamental Representations;

(iii) any breach or nonfulfillment of any agreement or covenant of Reinsurer under this Agreement; or

(iv) [***].

(c) For purposes of calculating the amount of any Indemnifiable Losses under this Article VIII and for purposes of determining whether there has been a breach or failure to be true of any representation or warranty contained in this Agreement, each representation and warranty contained in this Agreement or any certificate delivered hereunder (other than in respect of Section 3.05 (Absence of Certain Changes), shall be read without regard to any materiality (including qualifiers as to “material,” “materially,” “in any material respect,” “in all material respects” or other derivations of the word “material” used alone or in a phrase) or Business Material Adverse Effect or Reinsurer Material Adverse Effect qualifier contained therein.

(d) If a Reinsurer Indemnified Person actually suffers any Indemnifiable Losses under Section 8.02(a) and, without limiting the requirements of or the rights provided to the Reinsurer Indemnified Person under this Article VIII, if such amounts are either agreed by the Parties to be actually suffered Indemnifiable Losses or determined as such by a court of competent jurisdiction to be payable to the Reinsurer Indemnified Person, the Ceding Companies shall reasonably allocate the responsibility for payment of such Indemnifiable Losses among the Ceding Companies based on each Ceding Company’s respective fault.

Section 8.03 Certain Limitations.

(a) No Ceding Company shall be obligated to indemnify and hold harmless its Indemnitees for any claims or Indemnifiable Losses arising under Section 8.02(a)(i), (i) with respect to any claim (or series of related claims arising from the same underlying facts, events or circumstances), unless such claim (or series of related claims) involves Indemnifiable Losses in excess of [***] (the “Threshold Amount”) (nor shall any claim that does not exceed the Threshold Amount be applied to or considered for purposes of calculating the amount of Indemnifiable Losses for which such Ceding Company is responsible under clause (ii) below), (ii) unless and until the aggregate amount of all Indemnifiable Losses of the Indemnitees for such claims or Indemnifiable Losses arising under Section 8.02(a)(i) in the aggregate with respect to all Ceding Companies exceeds [***] (the “Deductible”), at which point such Ceding Company shall be liable to its Indemnitees for the value of the Indemnitee’s claims for such claims or Indemnifiable Losses arising under Section 8.02(a)(i) that is in excess of the Deductible, subject to the limitations set forth in this Article VIII and (iii) the maximum aggregate liability of the Ceding Companies, in the aggregate, to Reinsurer Indemnified Persons for any and all Indemnifiable Losses pursuant to this Agreement for claims pursuant to Section 8.02(a)(i) shall be [***] (the “Cap”). The aggregate amount of all Indemnifiable Losses for which the Ceding Companies in the aggregate shall be liable pursuant to Section 8.02(a)(i), (a)(ii), and (a)(iii) shall not exceed [***] (the “Aggregate Cap”).

(b) Reinsurer shall not be obligated to indemnify and hold harmless its Indemnitees for any claims or Indemnifiable Losses arising under Section 8.02(b)(i), (i) with respect to any claim (or series of related claims arising from the same underlying facts, events or circumstances), unless such claim (or series of related claims) involves Indemnifiable Losses in excess of the Threshold Amount (nor shall any claim that does not exceed the Threshold Amount be applied to or considered for purposes of calculating the amount of Indemnifiable Losses for which Reinsurer is responsible under clause (ii) below), (ii) unless and until the aggregate amount of all Indemnifiable Losses of the Indemnitees for such claims or Indemnifiable Losses arising under Section 8.02(b)(i) exceeds the Deductible (the “Reinsurer Deductible”), at which point Reinsurer shall be liable to its Indemnitees for the value of the Indemnitee’s claims for such claims or Indemnifiable Losses arising under Section 8.02(b)(i) that is in excess of the Reinsurer Deductible, subject to the limitations set forth in this Article VIII and (iii) the maximum aggregate liability of Reinsurer to Ceding Company Indemnified Persons for any and all Indemnifiable Losses pursuant to this Agreement for claims pursuant to Section 8.02(b)(i) shall be an amount equal to the Cap. The aggregate amount of all Losses for which Reinsurer shall be liable pursuant to Sections 8.03(b)(i), 8.03(b)(ii) and 8.03(b)(iii) shall not exceed the sum of the Aggregate Cap.

(c) Each Indemnitee shall use commercially reasonable efforts to mitigate all Indemnifiable Losses for which indemnification may be sought hereunder, including by using commercially reasonable efforts to collect the maximum amount recoverable with respect thereto under any insurance or reinsurance coverage or other applicable source of recovery, net of the amount of the costs and expenses incurred by the Indemnitee in procuring such recovery. In the event an Indemnitee fails to use such commercially reasonable efforts, then the Indemnitor shall not be required to indemnify the Indemnitee for that portion of Indemnifiable Losses that could reasonably have been expected to have been avoided if the Indemnitee had used such commercially reasonable efforts.

(d) The amount of any Indemnifiable Losses suffered by an Indemnitee shall be reduced (i) by any amount received by such Indemnitee or its Affiliates with respect thereto under any insurance policy, warranty or indemnity (calculated net of any reasonable and documented out-of-pocket expenses incurred by such Person or its Affiliates in collecting such amount and net of the amount of any actual increase in such Person's and its Affiliates annual insurance premium directly arising out of the claim for such Indemnifiable Loss), or otherwise from any non-Affiliate alleged to be responsible for any Indemnifiable Losses (calculated net of any reasonable and documented out-of-pocket expenses incurred by such Person in collecting such amounts) and (ii) the amount of any Tax benefit realizable by such Indemnitee or its Affiliates with respect to such Indemnifiable Loss. The Indemnitee shall use commercially reasonable efforts to collect any amounts available under insurance policies, warranties or indemnities, or recoverable from non-Affiliates, with respect to Indemnifiable Losses incurred by such Indemnitee. If the Indemnitee or its Affiliate receives any amounts under insurance policies, warranties or indemnitees, or from any non-Affiliate alleged to be responsible for any Indemnifiable Losses, in each case in connection with a matter giving rise to an indemnification payment, then such Indemnitee shall promptly reimburse the Indemnitor for any payment made or expense incurred by such Indemnitor in connection with providing such indemnification up to the amount received by the Indemnitee or its Affiliates, in each case net of any deductible, retention, costs or other expenses incurred by the Indemnitee in connection therewith and net of the amount of any increase in such Person's and its Affiliates' annual insurance premium arising out of such Indemnifiable Loss.

(e) Notwithstanding anything to the contrary contained in this Agreement, no Reinsurer Indemnified Person shall be entitled to indemnification with respect to any particular Indemnifiable Loss to the extent the related liability or obligation is reflected or provided for in the Final Closing Statement.

(f) Any liability for indemnification under this Agreement shall be determined without duplication of recovery by reason of the state of facts giving rise to such liability constituting a breach of more than one representation, warranty, covenant or agreement. For the avoidance of doubt, no party shall be entitled to collect indemnification with respect to the same underlying subject matter more than once.

(g) [***].

Section 8.04 Definitions.

(a) “Indemnifiable Losses” means any and all damages, judgments, awards, liabilities, losses, obligations, claims of any kind or nature, fines and costs and expenses (including reasonable fees and expenses of attorneys, auditors, consultants and other agents) other than amounts constituting special, indirect, incidental, consequential or punitive damages (including any damages on a lost profits, lost revenue, multiples or similar basis), except to the extent that (i) any such damages are actually recovered against an Indemnitee pursuant to a Third-Party Claim, or (ii) solely with respect to consequential damages (including (i) lost value [***], (ii) lost profits and (iii) lost revenue), (1) such damages are recoverable under the laws of the State of New York, (2) the Indemnitee satisfies all elements necessary for proof of such damages under such laws and (3) such damages result from or arise out of the Business as currently conducted and shall not take into account any current or future plans for the Business following the Closing Date regardless of whether such plans are communicated to or known by the Seller;

(b) “Indemnitee” means any Person entitled to indemnification under this Agreement;

(d) “Indemnity Payment” means any amount of Indemnifiable Losses required to be paid pursuant to this Agreement; and

(e) “Third-Party Claim” means any claim, action, suit, or proceeding made or brought by any Person that is not a party to this Agreement or any Affiliate of any party to this Agreement. For the avoidance of doubt, claims, actions, suits or proceedings between or among parties to this Agreement or their respective Affiliates will not be Third-Party Claims hereunder.

Section 8.05 Procedures.

(a) No Indemnitee shall be entitled to any indemnification hereunder unless it has given to the Indemnitor a written notice relating to the potential claim (a “Claim Notice”). The Claim Notice shall be given as promptly as practicable after the Indemnitee becomes aware of the facts that may give rise to a claim for indemnification hereunder. The Claim Notice shall state in reasonable detail the nature of the claim, identify the sections of this Agreement which form the basis for such claim, set forth the estimated amount of the Indemnifiable Losses that have been or may be sustained by the Indemnitee relating to such claim and, if the Indemnitee is a Reinsurer Indemnified Person, to the extent within the Knowledge of the Reinsurer, the Reinsurer shall provide details about such Indemnifiable Losses to the Ceding Companies to assist the Ceding Companies to reasonably allocate the responsibility for payment of such Indemnifiable Losses among the Ceding Companies. The failure of an Indemnitee to give a Claim Notice shall not relieve the Indemnitor of its obligations under this Article VIII, except to the extent that the Indemnitor is actually prejudiced by the failure to give such Claim Notice and the failure to (i) have such Knowledge or (ii) to provide such details in cases where the provision of such details in the reasonable determination of the Reinsurer or any Reinsurer Indemnified Person may adversely affect to a non-de minimis extent any such Person's right to indemnification hereunder shall not relieve the Ceding Companies of their obligations under this Article VIII. The Indemnitor shall have no liability with respect to any fees or expenses incurred by the Indemnitee relating to the defense of such Claim prior to the time the Claim Notice is received by the Indemnitor.

(b) If a Claim Notice relates to a Third-Party Claim, the Indemnitor shall be entitled to participate in the defense of any Third-Party Claim and, if it so chooses by giving written notice to the Indemnitee within thirty (30) days after its receipt of the Claim Notice with respect to such Third-Party Claim, to assume the defense thereof with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, at the Indemnitor’s expense. Should the Indemnitor so elect to assume the defense of a Third-Party Claim, the Indemnitor shall not as long as it conducts such defense be liable to the Indemnitee for legal expenses subsequently incurred by the Indemnitee in connection with the defense thereof. If the Indemnitor assumes such defense in accordance with this Section 8.05(b), the Indemnitee shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnitor, it being understood that the Indemnitor shall control such defense. The Indemnitor shall be liable for the reasonable fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnitor has not assumed the defense thereof (other than during any period in which the Indemnitee shall have not yet given notice of the Third-Party Claim as provided above) and (ii) if the named parties to any such action (including any impleaded parties) include both the Indemnified Party and the Indemnitor and both (x) such Indemnitee shall have been reasonably advised by its counsel that an actual conflict of interest exists between the Indemnified Party and the Indemnitor and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, and (y) an actual conflict exists, then the Indemnitor shall be liable for the reasonable fees and expenses of separate counsel retained by the Indemnitee (but no more than one separate counsel for all Indemnitees, taken together, with respect to such Third-Party Claim). If the Indemnitor chooses to defend any Third-Party Claim, the parties hereto shall cooperate in the defense thereof. Such cooperation shall include the retention and (upon the Indemnitor’s request) the provision to the Indemnitor of records and information that are relevant to such Third-Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the Indemnitor shall have assumed the defense of a Third-Party Claim, the Indemnitee shall not admit any liability with respect to, or pay, settle, compromise or discharge, such Third-Party Claim without the Indemnitor’s prior written consent. If the Indemnitor has assumed the defense of a Third-Party Claim, the Indemnitor may only pay, settle, compromise or discharge a Third-Party Claim with the Indemnitee’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed); provided, that the Indemnitor may pay, settle, compromise or discharge such a Third-Party Claim without the written consent of the Indemnitee if such settlement (A) includes a complete and unconditional release of the Indemnitee from all liability in respect of such Third-Party Claim, (B) does not subject the Indemnitee to any injunctive relief or other equitable remedy, and (C) does not include a statement or admission of fault, culpability or failure to act by or on behalf of the Indemnitee.

(c) Notwithstanding anything to the contrary in this Section 8.05, the Indemnitee (and not the Indemnitor) shall have the exclusive right to assume the defense and control of any Third-Party Claim, if (A) the Indemnitee in good faith determines that the nature of the Third-Party Claim is such that it would reasonably be expected to involve criminal liability being imposed on the Indemnitee or its Affiliates or (B) such Third-Party Claim seeks an injunction or other equitable relief against the Indemnitee that the Indemnitee reasonably determines, after consultation with its outside counsel, cannot be separated from any related claim for money damages; provided, that if such Third-Party Claim seeks an injunction or equitable relief against the Indemnitee that can be separated from a related claim for money damages, the Indemnitor may only be entitled to assume control of the defense of such Third-Party Claim for money damages.

Section 8.06 Direct Claims. The Indemnitor will have a period of thirty (30) days within which to respond in writing to any Claim Notice by an Indemnitee on account of an Indemnifiable Loss that does not result from a Third-Party Claim. If the Indemnitor does not so respond within such thirty (30) day period, the Indemnitor will be deemed to have rejected such claim, in which event the Indemnitee will be entitled to pursue such remedies as may be available to the Indemnitee.

Section 8.07 Sole Remedy. The Parties acknowledge and agree that, except (a) as provided in Section 2.04 or Section 9.13, (b) other equitable remedies that cannot be waived as a matter of law, or (c) in the event of Fraud regarding such party’s representations, warranties, covenants or other agreements set forth in this Agreement or in any certificate furnished in connection with the Closing, if the Closing occurs, the provisions set forth in this Article VIII shall be the sole and exclusive remedy of the parties hereto and their respective officers, directors, employees, agents and Affiliates for any breach of or inaccuracy in any representation or warranty or any breach, nonfulfillment or default in the performance of any of the covenants or agreements contained in this Agreement, or for any other claim under or arising out of this Agreement.

Section 8.08 Treatment of Indemnity Payment. The Parties shall treat any Indemnity Payment as an adjustment to the amount of the Adjusted Gross Statutory-to-Economic Reserve Adjustment for U.S. federal income tax purposes, except as otherwise required by applicable Law.

Section 8.09 Right to Indemnification. Notwithstanding any other provision in this Agreement to the contrary, the rights of the Indemnitee under this Article VIII shall not be affected by any investigation conducted, or any knowledge acquired, at any time, whether before or after the execution and delivery of this Agreement and, with respect to the accuracy or inaccuracy of or compliance with, any of the representations and warranties set forth in this Agreement. The waiver of any condition based on the accuracy of any representation or warranty set forth in this Agreement, or on the performance of or compliance with any covenant, agreement, condition and obligation set forth in this Agreement, shall not affect the right to indemnification or other remedy based on such representations, warranties, covenants, agreements, conditions and obligations.

ARTICLE IX
GENERAL PROVISIONS

Section 9.01 Expenses. Except as may be otherwise specified in this Agreement, all costs and expenses, including fees and disbursements of counsel, financial advisers and independent accountants, incurred in connection with this Agreement and the transactions contemplated herein shall be paid by the Person incurring such costs and expenses, whether or not the Closing shall have occurred.

Section 9.02 Notices. All notices, requests, consents, claims, demands and other communications under this Agreement shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by electronic mail or by registered or certified mail (postage prepaid, return receipt requested) to the respective Parties hereto at the following respective addresses (or at such other address for a Party hereto as shall be specified in a notice given in accordance with this Section 9.02):

(a) if to EFLIC, EFLOA or EFLA:

Equitable Financial Life Insurance Company
1345 Avenue of the Americas
New York, NY 10105
Attention: Nick Chan;

Rebecca Sayles

E-mail: nick.chan@equitable.com

rebecca.sayles@equitable.com

with a copy to:

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, NY 10019

Attention: John Schwolsky
Howard Block

E-mail: jschwolsky@willkie.com
hblock@willkie.com

(b) if to Reinsurer:

RGA Reinsurance Company
16600 Swingley Ridge Road
Chesterfield, Missouri 63017
Email: quentin.marsh@rgare.com
Attention: Quentin Marsh

with a copy (which shall not constitute) to:

Clifford Chance US LLP
Two Manhattan West
375 9th Avenue
New York, NY 10001-1696
Attention: Francis R. Monaco

Joseph Cosentino

Email: Francis.Monaco@cliffordchance.com

Joseph.Cosentino@cliffordchance.com

Section 9.03 Public Announcements.

(a) No Party or any Affiliate or Representative of such Party shall issue or cause the publication of any press release or public announcement or otherwise communicate with any news media in respect of the Transaction Agreements or the transactions contemplated thereby without the prior written consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed), except as may be required by Law or applicable securities exchange rules, in which case the Party required to publish such press release or public announcement shall allow the other Party a reasonable opportunity to comment on such press release or public announcement in advance of such publication. Notwithstanding the foregoing exception, the parties understand that publicly disclosing any of the terms and conditions of this Agreement or the other Transaction Agreements without redacting certain provisions (including any Schedule or Exhibit hereto) would be detrimental to the parties, would likely result in competitive harm to the parties or would have a material, adverse effect on the parties. In connection therewith, the parties agree (i) to work in good faith to determine whether the terms and conditions of this Agreement or the Transaction Agreements are required to be publicly disclosed pursuant to applicable Law or stock exchange rules, and (ii) to use commercially reasonable efforts to cooperate with such other party, at such other party’s request and its expense, to protect the confidentiality of the same in any such public disclosure.

(b) If a party determines that such public disclosure is necessary, the party making such public disclosure will: (i) provide a copy of the public disclosure documents as soon as practicable before filing, (ii) work in good faith with the other parties to redact private or confidential provisions in such public disclosures as permitted by applicable Law and otherwise seek confidential treatment for the terms and conditions of this Agreement and the Transaction Agreements, and (iii) promptly notify the other parties if the disclosing party is requested or required to publicly disclose any redacted terms of this Agreement or any Transaction Agreement and work in good faith with the other parties in efforts to resist such disclosure.

(c) The parties acknowledge that each party has the right and obligation to make its own final determinations about its disclosure requirements under applicable Law. The parties further acknowledge and agree that nothing contained herein shall prohibit a party from making: (i) internal announcements to their respective employees that are not inconsistent with the Parties’ prior public disclosures regarding the transaction, (ii) announcements to the investment community or reinsurers and communications with its agents, administrators, service providers or rating agencies, in each case, that are not inconsistent with the Parties’ prior public disclosures regarding the transaction and (iii) any such other public communications to the extent reasonably necessary in order to perform its obligations and to enforce its rights and remedies, including with respect to any disputes, arising under this Agreement or the Transaction Agreements.

Section 9.04 Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced under any Law or as a matter of public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic and legal substance of the transactions contemplated by the Transaction Agreements are not affected in any manner materially adverse to either Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated by the Transaction Agreements be consummated as originally contemplated to the greatest extent possible.

If any provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as would be enforceable.

Section 9.05 Entire Agreement. This Agreement (including all exhibits and schedules hereto), the Confidentiality Agreement (to the extent not in conflict with this Agreement) and the other Transaction Agreements constitute the entire agreement of the Parties with respect to the subject matter of this Agreement and supersede all prior agreements and undertakings, both written and oral, between or on behalf of the Ceding Companies and/or their respective Affiliates, on the one hand, and Reinsurer and/or its Affiliates, on the other hand, with respect to the subject matter of this Agreement and the other Transaction Agreements.

Section 9.06 Assignment. This Agreement shall not be assigned by any Party without the prior written consent of the other Party. Any attempted assignment in violation of this Section 9.06 shall be void. This Agreement shall be binding upon, shall inure to the benefit of, and shall be enforceable by the Parties and their permitted successors and assigns.

Section 9.07 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties (and, as provided in Article VIII, the Reinsurer Indemnified Persons and the Ceding Company Indemnified Parties solely to the extent provided therein) and their permitted successors and assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement or any provision contained herein.

Section 9.08 Amendment. No provision of this Agreement may be amended, supplemented or modified except by a written instrument signed by each Party.

Section 9.09 Schedules. Any disclosure set forth in the Ceding Companies Disclosure Schedule with respect to any Section of this Agreement shall be deemed to be disclosed for purposes of other Sections of this Agreement to the extent that such disclosure sets forth facts in sufficient detail so that the relevance of such disclosure to such other Sections would be reasonably apparent. Matters reflected in any Section of the Ceding Companies Disclosure Schedule are not necessarily limited to matters required by this Agreement to be so reflected. Such additional matters are set forth for informational purposes and do not necessarily include other matters of a similar nature. No reference to or disclosure of any item or other matter in the Ceding Companies Disclosure Schedule shall be construed as an admission or indication that such item or other matter is material or that such item or other matter is required to be referred to or disclosed in this Agreement. Without limiting the foregoing, no such reference to or disclosure of a possible breach or violation of any contract, Law or Governmental Order shall be construed as an admission or indication that a breach or violation exists or has actually occurred.

Section 9.10 Submission to Jurisdiction.

(a) Each of the Ceding Companies and Reinsurer irrevocably and unconditionally submits for itself and its property in any Action arising out of or relating to this Agreement, the transactions contemplated hereby, the formation, breach, termination or validity of this Agreement or the recognition and enforcement of any judgment in respect of this Agreement, to the exclusive jurisdiction of the courts of the State of New York sitting in the County of New York, the federal courts for the Southern District of New York, and appellate courts having jurisdiction of appeals from any of the foregoing, and all claims in respect of any such Action shall be heard and determined in such New York courts or, to the extent permitted by Law, in such federal court.

(b) Any such Action may and shall be brought in such courts and each of the Ceding Companies and Reinsurer irrevocably and unconditionally waives any objection that it may now or hereafter have to the venue or jurisdiction of any such Action in any such court or that such Action was brought in an inconvenient court and shall not plead or claim the same.

(c) Service of process in any Action may be affected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Party at its address as provided in Section 9.02.

(d) Nothing in this Agreement shall affect the right to effect service of process in any other manner permitted by the Laws of the State of New York.

Section 9.11 Governing Law. This Agreement, and the formation, termination or validity of any part of this Agreement shall in all respects be governed by, and construed in accordance with, the Laws of the State of New York, without respect to its applicable principles of conflicts of laws that might require the application of the laws of another jurisdiction.

Section 9.12 Waiver of Jury Trial. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OR ITS PERFORMANCE UNDER OR THE ENFORCEMENT OF THIS AGREEMENT.

Section 9.13 Specific Performance. The Parties agree that irreparable damage would occur in the event that any of the covenants or obligations contained in this Agreement are not performed in accordance with their specific terms or were otherwise breached. Accordingly, each of the Parties shall be entitled to injunctive or other equitable relief to prevent or cure any breach by the other Party of its covenants or obligations contained in this Agreement and to specifically enforce such covenants and obligations in any court referenced in Section 9.10(a) having jurisdiction, such remedy being in addition to any other remedy to which either Party may be entitled at law or in equity. Each of the Parties acknowledges and agrees that it shall not oppose the granting of an injunction, specific performance and other equitable relief when expressly available pursuant to the terms of this Agreement (other than any such challenge that an applicable alleged underlying breach of this Agreement has not occurred), and hereby waives (x) any defenses in any Action for an injunction, specific performance or other equitable relief that the other Parties have an adequate remedy at Law or such relief is not an appropriate remedy at Law or equity, and (y) any requirement under Law to post a bond, undertaking or other security as a prerequisite to obtaining equitable relief.

Notwithstanding the foregoing, following the Closing, no Party shall be entitled to any rescission of this Agreement or the transactions contemplated hereby.

Section 9.14 Waivers. Any term or provision of this Agreement may be waived, or the time for its performance may be extended, in writing at any time by the Party or Parties entitled to the benefit thereof. Any such waiver shall be validly and sufficiently authorized for the purposes of this Agreement if, as to any Party, it is authorized in writing by an authorized Representative of such Party. The failure or delay of any Party hereto to enforce at any time any provision of this Agreement or to exercise any right, power or privilege under this Agreement shall not be construed to be a waiver of such provision, right, power or privilege, nor in any way to affect the validity of this Agreement or any part hereof or the right of any Party thereafter to enforce each and every such provision and exercise each and every right, power and privilege under this Agreement. No waiver of any breach of this Agreement shall be held to constitute a waiver of any preceding or subsequent breach.

Section 9.15 Rules of Construction. Interpretation of this Agreement shall be governed by the following rules of construction: (a) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references to Articles, Sections, paragraphs, Exhibits and Schedules are references to the Articles, Sections, paragraphs, Exhibits and Schedules to this Agreement unless otherwise specified; (c) references to “$” shall mean United States dollars; (d) the word “including” and words of similar import when used in this Agreement shall mean “including without limiting the generality of the foregoing,” unless otherwise specified; (e) the table of contents, articles, titles and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (f) this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted; (g) the Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein; (h) unless the context otherwise requires, the words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (i) all terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein; (j) any agreement or instrument defined or referred to herein or any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified or supplemented, including by waiver or consent, and references to all attachments thereto and instruments incorporated therein; (k) any statement that a document has been “delivered,” “provided” or “made available” to Reinsurer means that such document has been uploaded to the Data Room not later than two (2) Business Days prior to the date of this Agreement; (l) unless otherwise specified herein, any statute or regulation referred to herein means such statute or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of any statute, includes any rules and regulations promulgated under such statute), and references to any section of any statute or regulation include any successor to such section; (m) all time periods within or following which any payment is to be made or act to be done shall be calculated by excluding the date on which the period commences and including the date on which the period ends and by extending the period to the first succeeding Business Day if the last day of the period is not a Business Day; (n) references to any Person include such Person’s predecessors or successors, whether by merger, consolidation, amalgamation, reorganization or otherwise; (o) references to any contract (including this Agreement) or organizational document are to the contract or organizational document as amended, modified, supplemented or replaced from time to time, unless otherwise stated; (p) the word “will” shall be construed to have the same meaning and effect as the word “shall”; (q) all capitalized terms used without definition in the Schedules and Exhibits referred to herein shall have the meanings ascribed to such terms in this Agreement; (r) the word “or” need not be disjunctive; and (s) where a word or phrase is defined herein, each of its grammatical forms shall have a corresponding meaning.

Section 9.16 Reserves. Notwithstanding anything to the contrary in this Agreement, none of the Ceding Companies or any of their Affiliates make any representation or warranty with respect to, and nothing contained in this Agreement, any other Transaction Agreement or any other agreement, document or instrument to be delivered in connection with the transactions contemplated hereby or thereby is intended or shall be construed to be a representation or warranty (express or implied) of any Ceding Company or any of their Affiliates, for any purpose of this Agreement, any other Transaction Agreement or any other agreement, document or instrument to be delivered in connection with the transactions contemplated hereby or thereby, with respect to (a) the adequacy or sufficiency of the reserves of such Ceding Company, (b) the future profitability of the Business or (c) except as expressly set forth in the representations and warranties set forth in Article III, the effect of the adequacy or sufficiency of the reserves of any Ceding Company on any “line item” or asset, liability or equity amount in any financial or other document.

Section 9.17 Counterparts. This Agreement may be executed in two (2) or more counterparts, and by the different Parties to this Agreement in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or other means of electronic transmission utilizing reasonable image scan technology (including pdf, DocuSign or any electronic signature complying with the U.S. federal ESIGN Act of 2000) shall be as effective as delivery of a manually executed counterpart of this Agreement.

Section 9.18 Reinsurer Deliveries. Reinsurer agrees and acknowledges that all documents or other items delivered or made available to Reinsurer’s Representatives shall be deemed to be delivered or made available, as the case may be, to Reinsurer for all purposes hereunder.

Section 9.19 Time of Essence. With regard to all dates and time periods set forth or referred to in this Agreement, time is of the essence.

Section 9.20 Conflict Between Transaction Documents. The Parties hereto agree and acknowledge that to the extent any terms and provisions of this Agreement are in any way inconsistent with or in conflict with any term, condition or provision of any other agreement, document or instrument contemplated hereby, this Agreement will govern and control.

Section 9.21 Prevailing Party. In the event any litigation or other court action, arbitration or similar adjudicatory proceeding (a “Proceeding”) is commenced or threatened by any party hereto (the “Claiming Party”) to enforce its rights under this Agreement against any other party hereto (the “Defending Party”), all fees, costs and expenses, including, without limitation, reasonable attorneys’ fees and court costs, incurred by the prevailing party in such Proceeding will be reimbursed by the other party.

Section 9.22 Incontestability. In consideration of the mutual covenants and agreements contained herein, each Party agrees that this Agreement, and each and every provision hereof, is and shall be enforceable by and between them according to its terms, and each Party does hereby agree that it shall not contest the validity or enforceability hereof.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on the date first written above by their respective duly authorized officers.

EQUITABLE FINANCIAL LIFE INSURANCE COMPANY

By /s/ Robin M. Raju
Name: Robin M. Raju
Title: Chief Financial Officer

EQUITABLE FINANCIAL LIFE INSURANCE COMPANY OF AMERICA

By /s/ Robin M. Raju
Name: Robin M. Raju
Title: Chief Financial Officer

EQUITABLE FINANCIAL LIFE AND ANNUITY COMPANY

By /s/ Robin M. Raju
Name: Robin M. Raju
Title: Chief Financial Officer

RGA REINSURANCE COMPANY

By /s/ Ronald Hermann
Name: Ronald Hermann
Title: Director and Chairman

EX-31.1 3 eqh-03312025exhibit311.htm EX-31.1 Document

Exhibit 31.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Mark Pearson, President and Chief Executive Officer of Equitable Holdings, Inc., certify that:

1) I have reviewed this Quarterly Report on Form 10-Q of Equitable Holdings, Inc. (the “Registrant”);

2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4) The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5) The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date: May 1, 2025


/s/ Mark Pearson
Mark Pearson
President and Chief Executive Officer

EX-31.2 4 eqh-03312025exhibit312.htm EX-31.2 Document

Exhibit 31.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Robin M. Raju, Chief Financial Officer of Equitable Holdings, Inc., certify that:

1) I have reviewed this Quarterly Report on Form 10-Q of Equitable Holdings, Inc. (the “Registrant”);

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date: May 1, 2025


/s/ Robin M. Raju
Robin M. Raju
Chief Financial Officer

EX-32.1 5 eqh-03312025exhibit321.htm EX-32.1 Document

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Equitable Holdings, Inc. (the “Company”) for the quarter ended March 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mark Pearson, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 1, 2025


/s/ Mark Pearson
Mark Pearson
President and Chief Executive Officer

EX-32.2 6 eqh-03312025exhibit322.htm EX-32.2 Document

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Equitable Holdings, Inc. (the “Company”) for the quarter ended March 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Robin M. Raju, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 1, 2025


/s/ Robin M. Raju
Robin M. Raju
Chief Financial Officer