UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
|
(Zip Code) | |
(Address of principal executive offices) |
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol |
Name of Exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 | Other Information. |
On March 12, 2025, Equitable Holdings, Inc. entered into an underwriting agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc., Morgan Stanley & Co. LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC for the sale of $500 million aggregate principal amount of Equitable Holdings, Inc.’s 6.700% fixed-to-fixed reset rate junior subordinated debt securities due 2055 (the “junior subordinated debt securities”). The junior subordinated debt securities have been registered under the Securities Act of 1933, as amended, pursuant to Equitable Holdings, Inc.’s registration statement on Form S-3 (Registration No. 333-282204) filed with the Securities and Exchange Commission on October 4, 2024. The Underwriting Agreement contains customary representations, warranties and covenants by Equitable Holdings, Inc., indemnification and contribution obligations and other customary terms and conditions. On March 26, 2025, subject to the closing conditions set forth in the Underwriting Agreement, Equitable Holdings, Inc. expects to complete the issuance and sale of the junior subordinated debt securities and receive net proceeds, after expenses and the underwriting discount, of approximately $494 million.
The foregoing summary of the Underwriting Agreement described above does not purport to be complete and is qualified in its entirety by reference to the full text of such document, a copy of which is filed as Exhibit 1.1 hereto and is incorporated by reference herein.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No. |
Description of Exhibit | |
1.1 | Underwriting Agreement, dated as of March 12, 2025, among Equitable Holdings, Inc. and Citigroup Global Markets Inc., Morgan Stanley & Co. LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC. | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
EQUITABLE HOLDINGS, INC. | ||||||
Date: March 13, 2025 | By: | /s/ Ralph Petruzzo | ||||
Name: | Ralph Petruzzo | |||||
Title: | Deputy General Counsel |
3