UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

———————————————

FORM 10-K

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

For the fiscal year ended December 31, 2025 

or

☐ 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 if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   Yes ☒    No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐    No ☒

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. o

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☒

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐  

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

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant at June 30, 2025 was approximately $16.9 billion.

As of February 23, 2026, 280,347,841 shares of the registrant’s Common Stock, $0.01 par value, were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s proxy statement relating to the 2026 Annual Meeting of Shareholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2025 (the “2026 Proxy Statement”) are incorporated by reference into Part III of this Annual Report on Form 10-K.

TABLE OF CONTENTS

		Page
Part I
Item 1.	Business	5
Item 1A.	Risk Factors	35
Item 1B.	Unresolved Staff Comments	48
Item 1C.	Cybersecurity	48
Item 2.	Properties	50
Item 3.	Legal Proceedings	50
Item 4.	Mine Safety Disclosures	50
Part II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	51
Item 6.	Reserved	52
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	53
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	97
Item 8.	Financial Statements and Supplementary Data	102
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	236
Item 9A.	Controls and Procedures	236
Item 9B.	Other Information	236
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	237
Part III
Item 10.	Directors, Executive Officers and Corporate Governance	237
Item 11.	Executive Compensation	237
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	237
Item 13.	Certain Relationships and Related Transactions, and Director Independence	238
Item 14.	Principal Accountant Fees and Services	238
Part IV
Item 15.	Exhibits, Financial Statement Schedules	239
Item 16.	Form 10-K Summary	239
Glossary		240
Acronyms		244
Index to Exhibits		248
Signatures		253

NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INFORMATION

Certain of the statements included or incorporated by reference in this Annual Report on Form 10-K 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, the impact on the Company of a continued shutdown of the U.S. government, 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.

You should read this Annual Report on Form 10-K completely and with the understanding that actual future results may be materially different from expectations. All forward-looking statements made in this Annual Report on Form 10-K are qualified by these cautionary statements. 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,” 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” to better understand the risks and uncertainties inherent in our business and underlying any forward-looking statements.

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

4

Part I, Item 1.

BUSINESS

Overview

Equitable Holdings is one of America’s leading financial services companies and has helped clients prepare for their financial future with confidence since 1859. We are a leading provider of retirement, asset management and wealth management solutions for individual and institutional clients, and had $1.1 trillion of assets under management and administration as of December 31, 2025. Our business operates across three franchises:

•Equitable — Insurer providing retirement, income and protection strategies to individuals, families, institutions and small businesses across the United States;

•AllianceBernstein (“AB”) — Global active asset manager providing investment services to institutional investors, individuals, and private wealth clients; and

•Equitable Advisors — Wealth management platform providing holistic financial advice and investment, protection and risk management services to clients across the United States.

Our strategy is to participate across the retirement value chain by acting as a product manufacturer (Equitable), asset manager (AB), and distributor (Equitable Advisors). We believe that having an integrated business model enables us to better serve our clients while also generating flywheel benefits across the enterprise, as each franchise works in tandem to convert the higher investment returns we secure for our clients through our financial advice and asset management activities into higher sales and net flows of Equitable retirement products.

Our Organizational Structure

We are a holding company that operates our business through several direct and indirect subsidiaries. The following organizational chart presents the ownership of our principal subsidiaries as of December 31, 2025.

______________

(1)We own an approximate 68% economic interest in AB through various wholly-owned subsidiaries. For additional information, see Note 1 of the Notes to the Consolidated Financial Statements.

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Revenues and Fees

We earn revenues predominantly from fee income, income from investments, and insurance premiums. Our profitability depends on our ability to properly price and manage risk on annuity and insurance products, to manage our portfolio of investments effectively, and to control costs through expense discipline.

Segment Information

We manage our business through three reportable segments: Retirement, Asset Management, and Wealth Management. We also report certain activities and items not included in our segments in Corporate and Other. For financial information on segments, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations by Segment” and Notes 1 and 21 of the Notes to the Consolidated Financial Statements.

Retirement

Our Retirement segment is a leading provider of individual annuities, workplace retirement savings plans, and institutional savings products. We also report results for our spread lending program within the Retirement segment. The primary sources of revenue for our Retirement segment include investment income and fee revenue.

Products

Our individual annuity products are primarily sold to affluent and high net worth individuals saving for retirement or seeking guaranteed retirement income. These products are distributed through both Equitable Advisors and third-party distribution channels (“Third-Party Distributors”), including banks, broker-dealers, investment advisers and insurance partners. Our current product offerings primarily include:

•Registered Indexed Linked Annuities (RILAs): RILAs allow the policyholder to invest in various investment options, whose performance is tied to one or more securities indices, commodities indices or ETFs over a set period of time. Upside participation in index returns is subject to a cap, while downside exposure is reduced by a buffer. We market our RILA products under the Structured Capital Strategies (“SCS”) brand, which includes SCS Income, a new version of SCS that includes a guaranteed income feature, for which we charge a separate fee.

•Traditional Variable Annuities: Our RC variable annuity product offers two platforms: (i) RC Performance, which offers access to a broad selection of funds with annuitization benefits based solely on non-guaranteed account investment performance and (ii) RC Protection, which offers access to a focused selection of funds and an optional floating-rate GMxB feature providing guaranteed income for life. Our investment-only variable annuity, Investment Edge, is a retirement savings product offering a range of funds and structured investment options. Investment Edge does not offer any GMxB feature other than an optional return of premium death benefit.

We also offer products to plans sponsored by educational entities, municipalities and not-for-profit entities, as well as small and medium-sized businesses. We operate in the 403(b), 457(b) and 401(k) markets where we sell mutual fund-based products and group variable annuity products.

•Open Architecture Mutual Fund Platform: We also offer a mutual fund-based product to complement our variable annuity products. This platform provides a similar service offering to our variable annuities and allows plan sponsors to select from thousands of proprietary and third party-sponsored mutual funds and offer a group fixed annuity that operates very similarly to the GIO as an available investment option.

•Group Variable Annuities: Our variable annuities offer defined contribution plan record-keeping, as well as administrative and participant services combined with a variety of proprietary and non-proprietary investment options. Our investment lineup mostly consists of proprietary variable investment options that are managed by EIMG, which provides discretionary investment management services that include developing and executing asset allocation strategies and providing rigorous oversight of sub-advisors for the investment options. In addition, our products also offer the following features: (i) GIO - provides a fixed interest rate and guarantee of principal; (ii) SIO - provides upside market participation that tracks certain available indices subject to a performance cap, with some downside protection against losses in the investment over a one, three or five-year period; and (iii) Personal Income Benefit - an optional GMxB feature that enables participants to obtain a guaranteed withdrawal benefit for life for an additional fee. While GMxB features and Institutional products with guaranteed benefits provide differentiation in the market, this accounts for approximately 1.3% of our total AV (other than ROP death benefits) as of December 31, 2025.

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•Services: Both our variable annuity and open architecture mutual fund products offer a suite of tools and services to enable plan participants to obtain education and guidance on their contributions and investment decisions and plan fiduciary services. Education and guidance are available online or in person from a team of plan relationship and enrollment specialists and/or the advisor that sold the product. Our clients' retirement contributions come through payroll deductions, which creates a stable and recurring source of renewal premiums.

Our Retirement business also provides institutional savings and income products, including:

•In-plan Annuities: We partner with asset management firms to embed guaranteed lifetime income solutions within target date funds which allow plan participants to accrue guaranteed lifetime income that can be converted to a guaranteed payment stream in retirement. Equitable currently is a participating insurer in AB’s Lifetime Income Strategy and BlackRock’s LifePath Paycheck offering.

•Guaranteed Investment Contracts: We partner with asset management firms to embed synthetic guaranteed investment contracts (“GICs”) within stable value funds. The synthetic GICs provide principal protection to the assets within the fund that are wrapped by the insurance contract, enabling the fund to meet its investment objective of low volatility.

The following table presents the contribution to Retirement first year premium (“FYP”) and deposits for the years ended December 31, 2025, 2024 and 2023.

	Year Ended December 31,
	2025		2024		2023
			(in millions)
FYP and Deposits by Product
RILA	$	15,366	$	14,254	$	11,334
Traditional variable annuities	3,940		4,171		2,767
Tax-exempt (1)	1,607		1,252		1,113
Corporate	282		409		356
Institutional	923		692		98
Other (1)	243		144		138
Total FYP and deposits	$	22,361	$	20,922	$	15,806

______________

(1) Net of reinsurance.

The following table illustrates our net flows for the years ended December 31, 2025, 2024 and 2023.

	Year Ended December 31,
	2025		2024		2023
	(in millions)
Net Flows
Gross premiums	$	24,855	$	23,293	$	18,139
Surrenders, withdrawals and benefits	(18,932)		(16,240)		(12,828)
Total net flows	$	5,923	$	7,053	$	5,311

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The following table presents the relative contribution of each of our primary products and markets to Retirement AV as of the dates indicated.

	December 31,
	2025		2024
	(in millions)
AV by Market
RILA	$	81,559	$	64,833
Traditional variable annuities	47,799		45,415
Tax-exempt	33,348		29,519
Corporate	5,194		4,946
Institutional	1,826		1,065
Other	5,159		5,420
Total AV by Market	$	174,885	$	151,198

The Retirement segment also includes results from our spread lending program. Under this program, we sell various forms of funding agreements, which pay a specific rate of return, and invest the proceeds of such sales into a variety of fixed income investments to generate spread-based income. Our primary spread lending products are Funding Agreement Backed Notes (“FABN”), which we opportunistically issue to institutional investors, and collateralized borrowings from the Federal Home Loan Bank (“FHLB”) under their funding agreement program. These products do not contain any significant mortality or policyholder behavior risk. For additional information on FHLB and FABN programs see Obligations under Funding Agreements in Note 19 of the Notes to the Consolidated Financial Statements.

Distribution

We distribute our individual annuity products through Equitable Advisors and Third-Party Distribution channels. For the year ended December 31, 2025, Equitable Advisors represented 38% of our individual annuity FYP, while Third-Party Distribution represented 62%. We employ over 180 external and internal wholesalers who distribute our annuity products across both channels.

The table below presents the contributions to and percentage of FYP of our individual variable annuity products by distribution channel for the year ended December 31, 2025.

Individual Annuity FYP by Distribution

No single distribution firm, other than Equitable Advisors, contributed more than 10% of our sales in 2025.

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We also distribute our group annuity products and services through Equitable Advisors and third-party distribution firms. For the year ended December 31, 2025, these channels represented approximately 57% and 43% of our sales, respectively. We employ internal and external wholesalers to exclusively market our products through Equitable Advisors and third-party firms that are licensed to sell our products. Equitable Advisors accounted for 88% of our 403(b) sales in 2025.

We primarily distribute our institutional products and services through strategic third-party relationships. For in-plan annuities, we have relationships with AB, BlackRock, and JPMorgan Asset Management. In 2025, we began participating in the Health Savings Account market as a provider in a leading competitor’s enhanced yield program.

Competition

The insurance industry is highly competitive, with no single provider dominating the market across individual annuity products. We compete primarily with other life insurers, banks, mutual fund companies and other investment managers in the individual annuity space. Several factors distinguishing competitors to clients include: product features, access to capital, access to diversified sources of distribution, financial strength ratings, investment options, brand recognition, quality of service, and technological capabilities.

Our group annuity products compete with select insurance companies, asset managers, record keepers and diversified financial institutions that target similar market segments. In the K–12 public education market, competitors are primarily insurance-based providers that focus on school districts. In the small and medium-sized business market, the primary competitors are insurance-based providers and mutual fund companies. The main features that distinguish our offering to clients include our RBG distribution model, the product features we offer to clients, including guarantees, and our financial strength.

It is difficult to provide unique annuity products because, once such products are made available to the public, they can be replicated by our competitors. Competition may affect, among other matters, the growth of our business and the pricing and profitability of our products.

Underwriting and Pricing

We price our products based upon our expected investment returns and assumptions for mortality, longevity and persistency for our policyholders collectively. Our pricing considers historical experience, potential volatility in the markets and account value, and the expected time to retirement. Our product pricing models also reflect capital requirements, hedging costs and operating expenses. Investment-oriented products are priced based on various factors, which may include investment return, expenses, persistency and optionality.

Our annuity products generally include penalties for early withdrawals. From time to time, we reevaluate the type and level of GMxB and other features we offer. We periodically review the nature and pricing of the features we offer as the needs of our clients, the economic environment and our risk appetite evolve.

Asset Management

Our Asset Management business provides diversified investment management and related services globally to a broad range of clients through AB’s three distribution channels: Institutions, Retail and Private Wealth Management. AB Holding is a master limited partnership publicly listed on the NYSE. We own an approximate 68% economic interest in AB. As the general partner of AB, we have the authority to manage and control its business, and accordingly, this segment reflects AB’s consolidated financial results.

Our Asset Management business had approximately $866.9 billion in AUM as of December 31, 2025, composed of 41% equities, 36% fixed income and 23% multi-asset class solutions, alternatives and other assets. By distribution channel, institutional clients represented 41% of AUM, while retail and private wealth clients represented 41% and 18% respectively, as of December 31, 2025.

AB’s high-quality, in-depth research is the foundation of its asset management and private wealth management businesses. AB believes that its global team of research professionals, whose disciplines include economic, equity, fixed income and quantitative research, gives it a competitive advantage in achieving investment success for its clients. AB also has experts focused on multi-asset strategies, wealth management, ESG and alternative investments.

Equitable is AB’s largest client. We represented 16% of AB’s total AUM as of December 31, 2025 and 4% of AB’s net revenues for the year ended December 31, 2025.

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Generally, AB is compensated for its investment services on the basis of investment advisory and services fees calculated as a percentage of AUM.

Products and Services

Investment Services

AB believes that strong long-term investment outcomes are achieved through disciplined portfolio construction, differentiated research, and active risk management across market environments. Its investment approach integrates fundamental and quantitative insights, rigorous valuation and risk frameworks, and active portfolio oversight to deliver a range of client objectives, including alpha generation, total return, income, diversification, and downside mitigation. Our global research platform emphasizes depth of expertise, collaboration across asset classes, and continuous challenge of investment decisions. We focus not only on identifying attractive opportunities, but also on managing risk, liquidity, and concentration as integral components of portfolio construction in advancing clients’ investment objectives.

AB’s investment services include:

•Equities, including actively managed strategies across global and regional markets and capitalization ranges, spanning growth, value, core, defensive, thematic, and sustainable approaches, with varying degrees of active risk, concentration, and benchmark sensitivity;

•Fixed Income, including actively managed traditional and unconstrained strategies across taxable and tax-exempt markets, encompassing government, corporate, securitized, emerging market, and municipal securities, with a focus on income generation, risk management, liquidity, and diversification;

•Multi-Asset Solutions, including outcome-oriented and asset-allocation strategies such as target-date, target-risk, income, and total-return portfolios, as well as customized multi-asset solutions designed to meet specific client objectives;

•Hedge Fund Strategies, including fundamental and systematic hedge funds, equity market neutral, event-driven, macro, and fund-of-funds strategies, focused on delivering diversified, idiosyncratic return streams with controlled market exposure;

•Private Alternatives, including private credit, asset-based finance, real assets, real estate debt, and specialty finance strategies, where returns are driven by underwriting discipline, structure, selectivity, and active portfolio management rather than public market beta; and

•Systematic Strategies, including alpha-seeking and risk-controlled approaches that apply quantitative research, data-driven signals, and disciplined portfolio construction across equity and fixed income markets, as well as passive index, ESG index, and enhanced index solutions designed to provide efficient market exposure.

Markets

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AB operates in major markets around the world, including the United States; EMEA (Europe, the Middle East and Africa) and Asia. AB’s AUM by investment service and client domicile are as follows:

Distribution Channels

AB distributes its products and solutions through three buy-side distribution channels: Institutions, Retail and Private Wealth Management.

Institutions

Institutional clients include private and public pension plans, foundations and endowments, insurance companies, central banks and governments worldwide, and Holdings and its subsidiaries. AB offers institutional clients separately managed accounts, sub-advisory relationships, structured products, collective investment trusts, mutual funds, hedge funds and other investment vehicles.

AB manages the assets of its institutional clients pursuant to written investment management agreements or other arrangements, which generally are terminable at any time or upon relatively short notice by either party and may not be assigned without the client’s consent.

Retail

AB provides asset management and related services to a wide variety of individual retail investors globally through retail mutual funds AB sponsors, mutual fund sub-advisory relationships, separately-managed account programs and other investment vehicles (“Retail Products and Services”).

AB distributes its Retail Products and Services through financial intermediaries, including broker-dealers, insurance sales representatives, banks, registered investment advisers and financial planners. These products and services include open-end and closed-end funds that are either (i) registered as investment companies under the Investment Company Act or (ii) not registered under the Investment Company Act and generally not offered to U.S. persons. They also include separately-managed account programs, which are sponsored by financial intermediaries and generally charge an all-inclusive fee covering investment management, trade execution, asset allocation, and custodial and administrative services. In addition, AB provides distribution, shareholder servicing, transfer agency services and administrative services for its Retail Products and Services.

Private Wealth Management

AB partners with its clients, embracing innovation and research to address increasingly complex challenges. AB’s clients include high net worth individuals and families who have created generational wealth as successful business owners, athletes, entertainers, corporate executives and private practice owners. AB also provides investment and wealth advice to foundations and endowments, family offices and other entities. AB’s flexible investment platform offers a range of solutions, including separately-managed accounts, hedge funds, mutual funds and other investment vehicles, tailored to meet each distinct client’s needs. AB’s investment platform is complimented with a wealth platform that includes complex tax and estate planning, pre-IPO and pre-transaction planning, multi-generational family engagement, and philanthropic advice in addition to tailored approaches to meeting the unique needs of emerging wealth and multi-cultural demographics.

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AB manages these accounts pursuant to written investment advisory agreements, which generally are terminable at any time or upon relatively short notice by any authorized party and may not be assigned without the client’s consent.

Custody

AB’s U.S.-based broker-dealer subsidiary acts as custodian for substantially all of AB’s Private Wealth Management AUM and some of its Institutional AUM. Other custodian arrangements, directed by clients, include banks, trust companies, brokerage firms and other financial institutions.

Competition

AB competes in all aspects of its business with numerous investment management firms, mutual fund sponsors, brokerage and investment banking firms, insurance companies, banks, and other financial institutions that offer a wide range of financial services to the same customers that AB seeks to serve, including investment products with similar features and objectives as those that AB offers.

To grow its business, AB believes it must be able to compete effectively for AUM. Key competitive factors include: (i) AB’s investment performance for clients; (ii) AB’s commitment to place the interests of its clients first; (iii) the quality of AB’s research; (iv) AB’s ability to attract, motivate and retain highly skilled, and often highly specialized, personnel; (v) the array of investment products AB offers; (vi) the fees AB charges; (vii) Morningstar/Lipper rankings for the AB Funds; (viii) AB’s ability to sell its actively-managed investment services despite the fact that many investors favor passive services; (ix) AB’s operational effectiveness; (x) AB’s ability to further develop and market its brand; and (xi) AB’s global presence.

AUM

AUM by distribution channel were as follows:

	December 31,
	2025		2024		2023
	(in billions)
Institutions	$	354.2	$	321.4	$	317.1
Retail	356.4		334.3		286.8
Private Wealth Management	156.3		136.5		121.3
Total	$	866.9	$	792.2	$	725.2

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AUM by investment service were as follows:

	December 31,
	2025		2024		2023
	(in billions)
Equity
Actively Managed	$	278.0	$	263.4	$	247.5
Passively Managed (1)	78.3		68.3		62.1
Total Equity	356.3		331.7		309.6
Fixed Income
Actively Managed
Taxable (3)	213.1		209.3		208.6
Tax-exempt	90.8		76.2		61.1
Total Actively Managed	303.9		285.5		269.7
Passively Managed (1)	9.7		10.3		11.4
Total Fixed Income	313.6		295.8		281.1
Alternatives/Multi-Asset Solutions (2) (3)
Actively Managed	182.7		153.6		125.9
Passively Managed (1)	14.3		11.1		8.6
Total Other	197.0		164.7		134.5
Total	$	866.9	$	792.2	$	725.2

_____________

(1)Includes index and enhanced index services.

(2)Includes certain multi-asset solutions and services not included in equity or fixed income services.

(3)Approximately $12.1 billion of private placements was transferred from Taxable Fixed Income into Alternatives/Multi-Asset during 2024 to better align with standard industry practice for asset class reporting purposes.

Net long-term inflows (outflows) for actively managed investment services as compared to passively managed investment services are as follows:

	Year Ended December 31,
	2025		2024		2023
	(in billions)
Actively Managed
Equity	$	(22.5)	$	(24.1)	$	(15.5)
Fixed Income	2.5		24.6		12.3
Alternatives/Multi-Asset Solutions	10.6		3.8		(2.0)
Total	(9.4)		4.3		(5.2)
Passively Managed
Equity	(1.5)		(6.6)		(4.0)
Fixed Income	(1.2)		(1.0)		1.5
Alternatives/Multi-Asset Solutions	0.8		1.1		0.7
Total	(1.9)		(6.5)		(1.8)
Total net long-term inflows (outflows)	$	(11.3)	$	(2.2)	$	(7.0)

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Average AUM by distribution channel and investment service were as follows:

	Year Ended December 31,
	2025		2024		2023
	(in billions)
Distribution Channel:
Institutions	$	337.6	$	322.9	$	304.6
Retail	343.5		315.3		262.0
Private Wealth Management	144.9		130.3		113.7
Total	$	826.0	$	768.5	$	680.3
Investment Service:
Equity Actively Managed	$	269.5	$	261.3	$	231.5
Equity Passively Managed (1)	72.5		66.0		57.7
Fixed Income Actively Managed – Taxable (3)	211.9		211.4		198.3
Fixed Income Actively Managed – Tax-exempt	81.8		67.5		56.0
Fixed Income Passively Managed (1)	10.0		11.0		9.7
Alternatives/Multi-Asset Solutions (2) (3)	180.3		151.3		127.1
Total	$	826.0	$	768.5	$	680.3

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(1)Includes index and enhanced index services.

(2)Includes certain multi-asset solutions and services not included in equity or fixed income services.

(3)Approximately $12.1 billion of private placements was transferred from Taxable Fixed Income into Alternatives/Multi-Asset during 2024 to better align with standard industry practice for asset class reporting purposes.

Fees

Generally, AB is compensated for its investment services on the basis of investment advisory and services fees calculated as a percentage of AUM. For additional information about AB’s investment advisory fees, including performance-based fees, see “Risk Factors—Risks Relating to Our Asset Management Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations by Segment—Asset Management.”

The components of net revenues are as follows and are prior to intercompany eliminations:

	Year Ended December 31,
	2025		2024		2023
	(in millions)
Investment advisory and services fees:
Institutions:
Base fees	$	624	$	619	$	612
Performance-based fees	59		81		54
	683		700		666
Retail:					.
Base fees	1,596		1,504		1,276
Performance-based fees	8		18		0
	1,604		1,522		1,276
Private Wealth:
Base fees	1,127		1,047		942
Performance-based fees	118		172		91
	1,245		1,219		1,033
Total:
Base fees	3,347		3,170		2,830
Performance-based fees	185		271		145
	3,532		3,441		2,975

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	Year Ended December 31,
	2025		2024		2023
	(in millions)
Bernstein Research Services (1)	—		96		386
Distribution revenues	818		727		586
Dividend and interest income	140		165		199
Investment (losses) gains	(31)		(13)		14
Other revenues	134		143		101
Total revenues	4,593		4,559		4,261
Less: Interest expense	63		85		108
Net revenues	$	4,530	$	4,474	$	4,153

______________

(1)On April 1, 2024, AB and SocGen, a leading European bank, completed their transaction to form a jointly owned equity research provider and cash equity trading partner for institutional investors. AB deconsolidated the BRS business and contributed the business to joint ventures created with SocGen, which combined their respective cash equities and research businesses.

Wealth Management

We are 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.

Equitable Advisors

Equitable Advisors, comprised of approximately 4,600 financial advisors, offers clients distinctive, financial planning advice with access to a sophisticated suite of products and services designed to address even the most complex financial needs. We support our advisors through a national branch footprint with over 80 locations, an integrated digital platform, a robust training program, strong marketing capabilities, and cutting-edge client management tools. We continuously invest in the development and refinement of capabilities designed to maximize advisor productivity and client satisfaction. Our differentiated financial advisor support system creates a compelling value proposition and an important driver of recruitment and retention of our financial advisors.

The following three pillars of Equitable Advisors’ value proposition centers around deep client relationships, integrated technology and “supported independence,” the sum of which we believe is not replicated in the industry.

•     Client Promise: The Equitable Advisors wealth management experience prioritizes creating a relationship of trust (understanding and respecting each client situation) to help each client achieve their financial goals (comprehensive financial advice) through our Holistic Life Planning approach, which speaks to our client’s purpose, lifestyle, and financial choices.

•     Supporting our Clients and our Advisory Practice: The personalized client relationships that evolve from the Equitable Advisors client promise is underpinned by integrated digital capabilities and state-of-the-art technology that help our advisors differentiate their practices while creating an industry-leading experience that is aimed at benefiting both advisors and their clients. We also offer a proprietary Life Planning training curriculum to all advisors. Our clients benefit from our ability to attract and retain high quality advisors through our values-based culture, cutting edge capabilities and the unique way in which we provide services to our financial advisors through premier technology and support.

•    Enabling Advisor Independence: Finally, our advisor platform promotes “supported independence” where we enable our advisors to build their own practice with the benefits of an established brand that reflects long-term stability and financial integrity.

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Product & Services

Comprehensive advice considers every aspect of a client’s financial future. We offer a broad range of financial solutions that are designed to serve a client through their financial journey in life from asset accumulation to retirement, income, and protection. While market volatility has a significant impact on asset appreciation, our advisors have a proven track record of supporting strong growth in advisory net flows, resulting in continued asset accumulation and growth. As of December 31, 2025, the Equitable Advisors broker-dealer business included $122.0 billion in AUA. Additional revenues are produced through the distribution of industry leading proprietary and non-proprietary insurance and annuity products to our retail client base. We offer the following products and services through our Wealth Management segment:

•    Brokerage products and services for retail clients. We receive trade and transaction revenue driven from Brokerage accounts.

•     Discretionary and non-discretionary investment advisory accounts. We receive fees based on the assets held in that account, as well as related fees or costs associated with the underlying securities held in that account.

•    Life insurance and annuities products from our proprietary and non-proprietary suite. We receive a portion of the revenue generated from the sale of unaffiliated products and certain administrative fees.

•     Financial planning and advice services. We provide personalized financial planning and financial solutions for which we may charge fees and may receive sales commissions for selling products that aid in the client’s plan.

Fees

We earn fee revenue from advisory product-based assets where we charge a fee for financial planning, advice, and active management aligned with advisory assets. A significant portion of this segment’s revenues is driven by client assets, particularly in advisory products.

Advisor count and revenue per advisor is as follows:

	Year Ended December 31,
	2025		2024		2023
Advisors	4,582		4,587		4,406
Revenue per advisor TTM (in thousands USD)	$	440	$	406	$	370

Competition

The Wealth Management segment competes with broker-dealers, financial planning firms, investment advisers, insurance companies, banks, and other financial institutions to attract and retain financial advisors and clients. Our ability to attract and retain financial advisors is impacted by compensation structures, brand recognition and reputation, product offerings, and technology support.

Further, our financial advisors compete for clients with a range of other advisors, broker-dealers, and direct channels. This includes wire houses, regional broker-dealers, independent broker-dealers, insurers, banks, asset managers, registered investment advisers and direct distributors. Competitive factors influencing our ability to attract and retain clients include quality of advice provided, price, reputation, advertising and brand recognition, product offerings, technology offerings and service quality.

Corporate and Other

Corporate and Other includes certain of our financing and investment expenses. It also includes results for our individual life business, employee benefits business, legacy variable annuity block, the Closed Block, run-off group pension business, run-off health business, benefit plans for our employees 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.

Life Insurance. We offer a targeted range of life insurance products aimed at serving the financial needs of our clients. Our life insurance products are primarily designed to help individuals and small and medium-sized businesses with protection, wealth accumulation and transfer of wealth at death, as well as corporate planning solutions including non-qualified deferred compensation, succession planning and key person insurance. We target select segments of the life insurance market, including

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VUL and COLI. We currently focus on the asset accumulation and protection segments of the market. We plan to grow our operating earnings over time through earnings generated from sales of our repositioned product portfolio and by proactively managing and optimizing our in-force book. Beginning in 2025, our life insurance products are primarily distributed through Equitable Advisors. Equitable Advisors represented approximately 65% of our total life insurance sales for the year ended December 31, 2025.

The following table presents individual life insurance FYP and deposits and renewals, net of reinsurance, by product and total Premiums for the periods indicated:

	Year Ended December 31,
	2025		2024		2023
	(in millions)
FYP and Deposits by Product Line
Variable Universal Life (1)	$	373	$	368	$	339
Other (2)	16		22		24
Total FYP and deposits	389		390		363
Renewals by Product Line
Universal Life/ Indexed Universal Life	601		925		991
Variable Universal Life (1)	802		1,038		989
Other (2)	233		344		357
Total renewals	1,636		2,307		2,337
Total premiums and deposits	$	2,025	$	2,697	$	2,700

______________

(1)VUL includes variable life insurance and COLI.

(2)For the individual life insurance in-force, other includes current assumption UL insurance, WL insurance and other products available for sale but not actively marketed.

Our in-force book spans three insurance companies, Equitable Financial, Equitable America and Equitable L&A. Equitable L&A is closed for new business. Certain term products and permanent products riders from Equitable America and Equitable Financial have been reinsured to our captive reinsurer EQ AZ Life Re. Our in-force portfolio is made up of core product offerings as described above, as well as past generation product offerings that include current assumption UL insurance, WL insurance and other products.

The following table presents our in-force face amount, net of reinsurance, for the individual life insurance products we offer as of the dates indicated:

	December 31,
	2025		2024		2023
	(in billions)
In-Force Face Amount by Product: (1)
Universal Life (2)	$	9.7	$	33.1	$	35.1
Indexed Universal Life	7.1		25.4		26.0
Variable Universal Life (3)	53.5		125.0		120.3
Term	49.9		169.6		171.9
Whole Life	0.3		1.0		1.0
Total in-force face amount	$	120.5	$	354.1	$	354.3

______________

(1)Does not include life insurance sold as part of our employee benefits business.

(2)UL includes guaranteed universal life insurance products

(3)VUL includes variable life insurance and COLI.

For additional information on the reinsurance of our Life block, see Note 13 of the Notes to the Consolidated Financial Statements.

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Employee Benefits: Our employee benefits business is dedicated to serving small and medium-sized businesses, which is a priority segment for us. We offer these businesses a unique technology platform and a competitive suite of group insurance products. Our core products consist of Group Life Insurance (including Accidental Death & Dismemberment), Supplemental Life, Dental, Vision, Short-Term Disability and Long-Term Disability. In addition, we offer a full suite of Supplemental Health products including Accident, Critical Illness and Hospital Indemnity. Our employee benefits’ solutions are distributed through Equitable Advisors and select third-party firms, including the traditional broker channel, strategic partnerships (medical partners, professional employer organizations (“PEOs”), and associations), General Agencies, TPAs and Retail Equitable Advisors.

The following table presents employee benefits Gross Premiums and annualized premium for the periods indicated:

	Year Ended December 31,
	2025		2024		2023
	(in millions)
Employee Benefits Gross Premiums
Group life insurance sales	$	155	$	148	$	127
Short-term disability	100		95		84
Long-term disability	82		82		72
Dental	95		83		69
Vision	20		16		12
Other (1)	24		15		8
Total	$	476	$	439	$	372
Annualized premium	$	127	$	120	$	104

______________

(1) Other includes Critical Illness and Accident insurance products.

Legacy: Our legacy business primarily consists of the capital intensive fixed-rate GMxB business written prior to 2011. We historically offered a variety of variable annuity benefit features, including GMxB features (ie. GMDBs and GLBs) to our policyholders. The remainder of these products either feature only ROP death benefits or do not contain GMxB features. As this business was priced and designed under conditions prior to the 2008 global financial crisis and is materially different from our current product offering, we have chosen to manage this block and report its results separately from our core Retirement business. Since discontinuing the products offered in this segment, we have undertaken several risk management transactions to minimize the risk this block of business poses to us.

For additional information on the Legacy book, see Note 13 of the Notes to the Consolidated Financial Statements.

Closed Block: In connection with the demutualization of Equitable Financial in 1992, the Closed Block was established for the benefit of certain classes of individual participating policies for which Equitable Financial had a dividend scale payable in 1991 and which were in force on that date. Assets allocated to the Closed Block inure solely to the benefit of the holders of policies included in the Closed Block and will not revert to our benefit. The excess of Closed Block liabilities over Closed Block assets represents the expected future post-tax contribution from the Closed Block which would be recognized in income over the period the policies and contracts in the Closed Block remain in force.

For additional information on the Closed Block, see Note 6 of the Notes to the Consolidated Financial Statements.

Risk Management

We approach risk management of our products: (i) prospectively, by assessing, and from time to time, modifying our current product offerings to manage our risk and (ii) retrospectively, by implementing actions to reduce our exposure and manage the risks associated with in-force contracts. We use a combination of hedging and reinsurance programs to appropriately manage our risk and for capital management purposes.

Hedging

In respect of our variable annuity products, we employ dynamic and static hedging using derivatives contracts, including futures and total return swaps (both equity and fixed income), options and variance swaps, as well as, to a lesser extent, bond

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investments and repurchase agreements to, in the case of dynamic hedging, offset economic liability from equity market and interest rate changes, and in the case of static hedging, maintain a target asset level for all variable annuities. For our other tax-deferred investment and retirement services, we employ derivative contracts whose payouts, in combination with fixed income investments, emulate those of certain securities indices, commodities indices, or ETFs, subject to caps and buffers, to support the returns associated with the SIO.

Reinsurance

We use affiliated and non-affiliated reinsurance to mitigate a portion of the risks that we face in certain of our retirement and protection products. Under our reinsurance arrangements, other insurers assume a portion of the obligation to pay claims and related expenses to which we are subject. However, we remain liable as the direct insurer on all risks we reinsure and, therefore, are subject to the risk that our reinsurer is unable or unwilling to pay or reimburse claims at the time demand is made. For additional information on our reinsurance, see Note 13 of the Notes to the Consolidated Financial Statements.

Equitable Investment Management

EIMG is the investment advisor to the EQAT, our proprietary variable funds, and previously served as investment advisor to the 1290 Funds, our retail mutual funds, and as administrator to both EQAT and the 1290 Funds (each, a “Trust” and collectively, the “Trusts”). Equitable Investment Management, LLC (“EIM LLC”) was formed on June 10, 2022, and became the investment advisor to the 1290 Funds and the administrator for both Trusts effective January 1, 2023. EIMG and EIM LLC are collectively referred to as “Equitable Investment Management”.

Equitable Investment Management

Equitable Investment Management supports each of our retirement and protection businesses. Accordingly, Equitable Investment Management results are embedded in the Retirement segment and Corporate & Other. EIMG helps add value and marketing appeal to our insurance products by bringing investment management expertise and specialized strategies to the underlying investment lineup of each product. In addition, by advising on an attractive array of proprietary investment portfolios (each, a “Portfolio,” and together, the “Portfolios”), EIMG brings investment acumen, financial controls and economies of scale to the construction of underlying investment options for our products.

EIMG provides investment management services to proprietary investment vehicles sponsored by the Company, including investment companies that are underlying investment options for our variable insurance and annuity products, and EIM LLC provides investment management services to our retail mutual funds. Each of EIMG and EIM LLC is registered as an investment adviser under the Investment Advisers Act. EIMG serves as the investment adviser to EQAT and to two private investment trusts established in the Cayman Islands. EQAT and each private investment trust is a “series” type of trust with multiple Portfolios. EIMG provides discretionary investment management services to the Portfolios, including, among other things, (1) portfolio management services for the Portfolios; (2) selecting, monitoring and overseeing investment sub-advisers; and (3) developing and executing asset allocation strategies for multi-advised Portfolios and Portfolios structured as funds-of-funds. EIMG is further charged with ensuring that the other parts of the Company that interact with the Trusts, such as product management, the distribution system and the financial organization, have a specific point of contact.

EIMG has a variety of responsibilities for the management of its investment company clients. One of EIMG’s primary responsibilities is to provide clients with portfolio management and investment advisory services, principally by reviewing whether to appoint, dismiss or replace sub-advisers to each Portfolio, and thereafter monitoring and reviewing each sub-adviser’s performance through qualitative and quantitative analysis, as well as periodic in-person, telephonic and written consultations with the sub-advisers. Currently, EIMG has entered into sub-advisory agreements with more than 40 different sub-advisers, including AB. Another primary responsibility of EIMG is to develop and monitor the investment program of each Portfolio, including Portfolio investment objectives, policies and asset allocations for the Portfolios, select investments for Portfolios (or portions thereof) for which it provides direct investment selection services, and ensure that investments and asset allocations are consistent with the guidelines that have been approved by clients.

EIM LLC is the investment advisor to our retail 1290 Funds and provides administrative services to both Trusts. EIM LLC provides or oversees the provision of all investment advisory and portfolio management to the 1290 Funds. EIM LLC has supervisory responsibility for the management and investment of 1290 Fund assets and develops investment objectives and investment policies for the funds. It is also responsible for overseeing sub-advisors and determining whether to appoint, dismiss or replace sub-advisors to each 1290 Fund. Currently, EIM LLC has entered into sub-advisory agreements with six different sub-advisors. The administrative services that EIM LLC provides to the Trusts include, among others, coordination of each Portfolio’s audit, financial statements and tax returns; expense management and budgeting; legal administrative services and

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compliance monitoring; portfolio accounting services, including daily NAV accounting; risk management; oversight of proxy voting procedures and an anti-money laundering program.

General Account Investment Management

Equitable Financial Investment Management, LLC (“EFIM”) is the investment manager for Equitable Financial’s General Account portfolio. On November 20, 2023, Equitable America entered into an investment management agreement with Equitable Financial Investment Management America, LLC (“EFIMA”), by which EFIMA became the investment manager for Equitable America’s General Account portfolio.

EFIM and EFIMA provide investment management services to the Equitable Financial and Equitable America General Account portfolios, respectively. They each provide investment advisory and asset management services including, but not limited to, providing investment advice on strategic investment management activities, asset strategies through affiliated and unaffiliated asset managers, strategic oversight of the General Account portfolio, portfolio management, yield/duration optimization, asset liability management, asset allocation, liquidity and close alignment to business strategies, as well as advising on other services in accordance with the applicable investment advisory and management agreement. Subject to oversight and supervision, EFIM and EFIMA may each delegate any of their duties with respect to some or all of the assets of the General Account to a sub-adviser. Currently, EFIM has entered into sub-advisory agreements with 3 different sub-advisers, including AB; while EFIMA only has a sub-advisory agreement with AB.

Regulation

Insurance Regulation

Our insurance subsidiaries are licensed to transact insurance business and are subject to extensive regulation and supervision by insurance regulators, in all 50 states of the United States, the District of Columbia, Puerto Rico, the U.S. Virgin Islands, and Bermuda. The primary regulator of an insurance company, however, is located in its state or country of domicile. Equitable Financial is domiciled in New York and is primarily regulated by the Superintendent of the NYDFS. Equitable America and EQ AZ Life Re are domiciled in Arizona and are primarily regulated by the Director of Insurance of the Arizona Department of Insurance and Financial Institutions. Equitable L&A is domiciled in Colorado and is primarily regulated by the Commissioner of Insurance of the Colorado Division of Insurance. Equitable Bermuda is domiciled in Bermuda and primarily regulated by the Bermuda Monetary Authority (the “BMA”). The extent of regulation by jurisdiction varies, but most jurisdictions have laws and regulations governing the financial aspects and business conduct of insurers. State laws in the United States grant insurance regulatory authorities broad administrative powers with respect to, among other things, licensing companies to transact business, sales practices, establishing statutory capital and reserve requirements and solvency standards, reinsurance and hedging, protecting privacy and data security, regulating advertising, restricting the payment of dividends and other transactions between affiliates, permitted types and concentrations of investments and business conduct to be maintained by insurance companies as well as agent and insurance producer licensing, and, to the extent applicable to the particular type of insurance, approval or filing of policy forms and rates. Insurance regulators have the discretionary authority to limit or prohibit new issuances of business to policyholders within their jurisdictions when, in their judgment, such regulators determine that the issuing company is not maintaining adequate statutory surplus or capital. Additionally, New York’s insurance laws limit sales commissions and certain other marketing expenses that Equitable Financial may incur.

Supervisory agencies in each of the U.S.-based jurisdictions in which we do business may conduct regular or targeted examinations of our operations and accounts and make requests for particular information from us. For example, supervisory agencies generally conduct financial examinations of the books, records, accounts and business practices of insurers domiciled in their states every three to five years. From time to time, regulators raise issues during examinations or audits of us that could, if determined adversely, have a material adverse effect on us. In addition, regulators’ interpretations of regulations may change and statutes may be enacted with retroactive impact, particularly in areas such as accounting or statutory reserve requirements. In addition to oversight by state insurance regulators, in recent years, the insurance industry has seen increased inquiries from state attorneys general and other state officials regarding compliance with certain state insurance, securities and other applicable laws. We have received and responded to such inquiries from time to time. For additional information on legal and regulatory risks, see “Risk Factors—Legal and Regulatory Risks.”

Each of our U.S.-based insurance subsidiaries is required to file detailed annual and, with the exception of EQ AZ Life Re, quarterly financial statements, prepared on a statutory accounting basis or in accordance with other accounting practices prescribed or permitted by the applicable regulator, with supervisory agencies in each of the jurisdictions in which such subsidiary does business. The NAIC has approved a series of uniform SAP that has been adopted by all state insurance regulators, in some cases with certain modifications. As a basis of accounting, SAP was developed to monitor and regulate the

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solvency of insurance companies. In developing SAP, insurance regulators were primarily concerned with ensuring an insurer’s ability to pay all its current and future obligations to policyholders. As a result, statutory accounting focuses on conservatively valuing the insurers’ assets and liabilities, generally in accordance with standards specified by the insurer’s domiciliary state. The values for assets, liabilities and equity reflected in financial statements prepared in accordance with U.S. GAAP usually differ from those reflected in financial statements prepared under SAP. See Note 20 of the Notes to the Consolidated Financial Statements.

The BMA regulates our insurance subsidiary in Bermuda, Equitable Bermuda. The Insurance Act of 1978, as amended, (the “Bermuda Insurance Act”) and its related rules and regulations and other applicable Bermuda law, impose a variety of requirements and restrictions including the filing of annual and quarterly statutory financial returns, compliance with minimum capital and solvency enhanced capital requirements, compliance with the BMA’s Insurance Code of Conduct, restrictions on the payment of dividends and distributions, and restrictions on certain changes in control of regulated (re)insurers. The term “insurer” includes “reinsurer” in the Bermuda Insurance Act.

Equitable Bermuda, which is currently licensed to carry on long-term business, is registered as a Class E insurer which is the license class for long-term insurers with total assets of more than $500 million. Equitable Bermuda is not licensed to carry on general business.

Holding Company and Shareholder Dividend Regulation

All states regulate transactions between an insurer and its affiliates under their insurance holding company laws and regulations, which vary by jurisdiction, but generally require that all transactions affecting insurers within a holding company system be fair and reasonable and, in many cases, require prior notice and approval or non-disapproval by the insurer’s domiciliary insurance regulator.

Insurance holding company laws and regulations also generally require a controlled insurance company (i.e., an insurer that is a subsidiary of an insurance holding company) to register and file with state insurance regulatory authorities certain reports, including information concerning its capital structure, ownership, financial condition, certain intercompany transactions and general business operations. In addition, states require a U.S. insurer’s ultimate controlling person to file an annual enterprise risk report with the insurance holding company system’s lead state regulator identifying risks likely to have a material adverse effect upon the financial condition or liquidity of the insurer or its insurance holding company system as a whole.

State insurance laws also restrict and limit on the amount of dividends or other distributions payable by insurance companies subsidiaries to their parent companies, as well as transactions between an insurer and its affiliates. As a holding company, we depend on dividends from our subsidiaries to meet our obligations, and these restrictions may limit or prevent our insurance subsidiaries from making dividend or other payments to Holdings. These restrictions are based, in part, on earned surplus and the prior year’s statutory income and policyholder surplus. In general, dividends may be paid only from earned surplus (typically defined as available or unassigned surplus, subject to possible adjustments) which is derived from realized net profits on the company’s business. Dividends up to specified levels are considered ordinary and generally may be made without prior regulatory approval. Meanwhile, dividends paid from sources other than earned surplus or in larger amounts, often called “extraordinary dividends,” are generally subject to approval by the insurance commissioner of the relevant state of domicile.

From time to time, the NAIC and various state insurance regulators have considered, and may in the future consider, proposals to further limit dividend payments that an insurance company may make without regulatory approval. For instance, under New York’s insurance laws, which apply to Equitable Financial, a domestic stock life insurer may pay an ordinary dividend to its stockholders without regulatory approval provided that the amount does not exceed the statutory formula (“Ordinary Dividend”). Dividends in excess of this amount require a New York domestic life insurer to file a notice of its intent to declare the dividend with the NYDFS and obtain prior approval or non-disapproval from the NYDFS with respect to such dividend (“Extraordinary Dividend”). Furthermore, due to a permitted statutory accounting practice agreed to with the NYDFS following NYDFS’s enactment of Regulation 213, Equitable Financial needs the prior approval of the NYDFS to pay the portion, if any, of any Ordinary Dividend that exceeds the Ordinary Dividend that Equitable Financial would be permitted to pay under New York’s insurance laws absent the application of such permitted practice (such excess, the “Permitted Practice Ordinary Dividend”).

Other states’ insurance laws similarly limit dividends, providing that dividends in excess of prescribed limits, based on an insurance company’s earnings and surplus for the prior year, are considered to be extraordinary dividends and require explicit approval from the insurer’s domiciliary insurance regulator. In addition, the insurance laws of some states require that any dividend to a domestic insurance company’s stockholders be paid from the insurer’s earned surplus or that prior approval or

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non-disapproval be obtained from its domiciliary insurance regulator for any dividend payable from other than earned surplus. In general, if jurisdictions in which our insurance subsidiaries are domiciled adopt more stringent restrictions on dividend payments, this could have the effect of significantly reducing dividends or other amounts payable to Holdings by its insurance subsidiaries without prior approval by regulatory authorities.

The ability of our insurance subsidiaries to pay dividends or make other distributions is also limited by our need to maintain the financial strength ratings assigned to such subsidiaries by the rating agencies. These ratings depend to a large extent on the capitalization levels of our insurance subsidiaries. For additional information on shareholder dividends, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.”

Insurance holding company laws and regulations also regulate changes in control. State laws provide that no person, corporation or other entity may acquire control of a domestic insurance company, or any parent company of such insurance company, without the prior approval of the insurance company’s domiciliary state insurance regulator. Generally, any person acquiring, directly or indirectly, 10% or more of the voting securities of an insurance company is presumed to have acquired “control” of the company. This statutory presumption may be rebutted by a showing that control does not exist in fact. State insurance regulators, however, may also find that “control” exists in circumstances in which a person owns or controls, directly or indirectly, less than 10% of the voting securities.

The laws and regulations regarding acquisitions of control may discourage potential acquisition proposals and may delay or prevent a change of control involving us, including through unsolicited transactions that some of our shareholders might consider desirable.

NAIC

The mandate of the NAIC is to benefit state insurance regulatory authorities and consumers by promulgating model insurance laws and regulations for adoption by the states. The NAIC has established statutory accounting principles set forth in the Manual. However, a state may have adopted or in the future may adopt SAP that differ from the Manual. Changes to the Manual or states’ adoption of prescribed differences to the Manual may impact the statutory capital and surplus of our U.S. insurance companies.

The NAIC’s Risk Management and Own Risk and Solvency Assessment Model Act (“ORSA”), which has been enacted by our insurance subsidiaries’ domiciliary states, requires insurers to maintain a risk management framework and conduct an internal risk and solvency assessment of their material risks in normal and stressed environments. The assessment is documented in a confidential annual ORSA summary report, a copy of which must be made available to regulators as required or upon request.

The NAIC’s Corporate Governance Annual Disclosure Model Act has also been adopted by our insurance subsidiaries’ domiciliary states. It requires insurers to annually file detailed information regarding their corporate governance policies.

The NAIC’s Manual contains a principle-based approach to reserving for life insurance and annuity contracts. Principle-based reserving is designed to better address reserving for life insurance and annuity products. It has been adopted in all states, although in New York, principle-based reserving became effective with the adoption of Regulation 213, which differs from the NAIC Standard Valuation Law, as discussed further below.

In recent years, the NAIC’s macro-prudential initiative was intended to enhance risk identification efforts through enhancements to supervisory practices related to liquidity, recovery and resolution, capital stress testing and counterparty exposure concentrations for life insurers. In connection with this initiative, the NAIC amended the Model Holding Company Act and Regulation in 2020 to implement an annual filing requirement for a liquidity stress-testing framework (the “Liquidity Stress Test”) for certain large U.S. life insurers and insurance groups (based on amounts of certain types of business written or material exposure to certain investment transactions, such as derivatives and securities lending). The Liquidity Stress Test is used as a regulatory tool in the jurisdictions that have adopted the holding company amendments.

The NAIC’s GCC tool uses a RBC aggregation methodology for all entities within an insurance holding company system, including non-U.S. entities. The 2020 Model Holding Company Act and Regulation amendments also adopted the GCC Template and Instructions, and implemented the annual GCC filing requirement with an insurance group’s lead state regulator. The GCC filing requirement becomes effective when the holding company amendments have been adopted by the state where an insurance group’s lead state regulator is located. In August 2023, New York adopted legislation codifying the Liquidity Stress Test and the GCC.

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In August 2023, the NAIC adopted a short-term solution related to the accounting treatment of an insurer’s negative interest maintenance reserve (“IMR”) balance, which may occur when a rising interest rate environment causes an insurer’s IMR balance to become negative as a result of bond sales executed at a capital loss. Previous statutory accounting guidance required the non-admittance of negative IMR, which can result in lower reported surplus and RBC ratios. The NAIC’s interim statutory accounting guidance, which is effective on December 31, 2026, allows an insurer with an authorized control level RBC greater than 300% to admit negative IMR for an amount up to 10% of its general account capital and surplus, subject to certain restrictions and reporting obligations. The NAIC is developing a long-term solution for this issue, and an NAIC ad hoc group meets regularly to discuss various IMR-related topics.

Captive Reinsurance Regulation and Variable Annuity Capital Standards

We use an affiliated captive reinsurer as part of our capital management strategy with respect to level premium term life insurance (“XXX”) business and UL with secondary guarantees (“AXXX”) business. NAIC actuarial guideline (“AG 48”) enhances the statutory financial statement disclosure of an insurer's use of captives and narrows permissible assets backing statutory reserves. The NAIC’s Term and Universal Life Insurance Reserve Financing Model Regulation codifies the same substantive requirements as AG 48. States must either adopt the model regulation or use AG 48 to satisfy the NAIC accreditation requirement.

The NAIC adopted a new framework for variable annuity captive reinsurance transactions that became operational in 2020, which includes reforms that improve the statutory reserve and RBC framework for insurance companies that sell variable annuity products. Among other changes, the framework includes new prescriptions for reflecting hedge effectiveness, investment returns, interest rates, mortality and policyholder behavior in calculating statutory reserves and RBC. Overall, we believe the NAIC reform has moved variable annuity capital standards towards an economic framework which is consistent with how we manage our business. The Company adopted the NAIC reserve and capital framework for the year ended December 31, 2019.

As previously noted, New York’s Regulation 213, which applies to Equitable Financial, differs from the NAIC’s variable annuity reserve and capital framework described above. Regulation 213 requires New York-licensed insurers to carry statutory basis reserves for 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 regulation’s first amendment for contracts issued prior to January 1, 2020, and for policies issued after that date a new standard that is more conservative than the NAIC standard. As a result, Regulation 213 materially increases the statutory basis reserves that New York-licensed insurers are required to carry which could adversely affect their capacity to distribute dividends. As a holding company, Holdings relies on dividends and other payments from its subsidiaries and, accordingly, any material limitation on Equitable Financial’s dividend capacity could materially affect Holdings’ ability to return capital to stockholders through dividends and stock repurchases.

In order to mitigate the impacts of Regulation 213 discussed above, the Company completed a series of management actions prior to year-end 2022. Equitable Financial was also granted a permitted practice by the NYDFS which partially mitigates Regulation 213’s impact from the Venerable transaction to make the regulation’s application to Equitable Financial more consistent with the NAIC reserve and capital framework. In addition, in May 2023, Equitable Financial completed a reinsurance transaction whereby it reinsured virtually all of its net retained General Account liabilities, including all of its net retained liabilities relating to the living benefit and death riders related to (i) its variable annuity contracts issued outside the State of New York prior to October 1, 2022 (and with respect to its Equi-Vest variable annuity contracts, issued outside the State of New York prior to February 1, 2023) and (ii) certain UL insurance policies issued outside the State of New York prior to October 1, 2022, to its affiliate, Equitable America. In addition, all of the separate account liabilities relating to such variable annuity contracts were reinsured as part of that transaction. There can be no assurance that any of these management actions individually or collectively will fully mitigate the impact of Regulation 213. Other state insurance regulators may also propose and adopt standards that differ from the NAIC framework. See Note 20 of the Notes to the Consolidated Financial Statements for additional detail on the permitted practice granted by the NYDFS.

We cannot predict what revisions, if any, will be made to the model laws and regulations relating to the use of captives. Any regulatory action that limits our ability to achieve desired benefits from the use of or materially increases our cost of using captive reinsurance and applies retroactively, without grandfathering provisions for existing captive variable annuity reinsurance entities, could have a material adverse effect on our financial condition or results of operations. For additional information on our use of a captive reinsurance company, see “Risk Factors—Legal and Regulatory Risks.”

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Surplus and Capital

Insurers are required to maintain their capital and surplus at or above minimum levels. Regulators have discretionary authority to limit or prohibit an insurer’s sales to policyholders if the regulators determine that such insurer has not met these standards or that the further transaction of business would be hazardous to policyholders.

Risk-Based Capital

We report our RBC based on a formula calculated by applying factors to various asset, premium and statutory reserve items, as well as taking into account the risk characteristics of the insurer. The major categories of risk involved are asset risk, insurance risk, interest rate risk, market risk and business risk. The formula is used as a regulatory tool to identify possible inadequately capitalized insurers for purposes of initiating regulatory action. State insurance laws provide insurance regulators the authority to require various actions by, or take various actions against, insurers whose RBC ratio does not meet or exceed certain RBC levels. The NAIC approved RBC revisions for corporate bonds, real estate equity and longevity risk that took effect at year-end 2021, and an RBC update for mortality risk that took effect at year-end 2022, each of which had a minimal RBC impact on Equitable Financial. As of the date of the most recent annual statutory financial statements filed with insurance regulators, the RBC of each of our insurance subsidiaries was in excess of each of those RBC levels.

Regulation of Investments

State insurance laws and regulations limit what our insurance subsidiaries may invest in certain asset categories, such as below investment grade fixed income securities, real estate equity, other equity investments, and derivatives, and require diversification of investment portfolios. Investments exceeding regulatory limitations are not admitted for purposes of measuring surplus. In some instances, laws require us to divest any non-qualifying investments.

In recent years, the NAIC has been focused on enhancing regulatory oversight of insurers’ investments in complex assets, such as leveraged loans and CLOs. In March 2023, the NAIC adopted an amendment to the Manual to assign risk weights to CLOs based on its own modeling as opposed to credit ratings. Under the amendment, effective as of January 1, 2026, the NAIC’s Structured Securities Group will model CLO investments and evaluate tranche level losses across all debt and equity tranches under a series of calibrated and weighted collateral stress scenarios to assign NAIC designations that minimize RBC arbitrage. The NAIC’s goal is to ensure that the aggregate RBC factor for owning all tranches of a CLO is the same as that required for owning all of the underlying loan collateral.

In addition, in 2023, the NAIC increased the RBC factor for structured security residual tranches from 30% to 45% effective for year-end 2024 RBC filings. The NAIC is currently reviewing the RBC treatment of CLOs.

More broadly, in August 2023 the NAIC’s Financial Condition (E) Committee launched a holistic review of its approach to insurer investment risk regulation. The primary objective is to enhance the insurance regulatory framework in order to strengthen oversight of insurers’ investments. More specifically, the NAIC is focused on the SVO’s discretion to review NAIC designations for individual investments, the appropriate extent of SVO reliance on CRPs and oversight of the development of new RBC charges for CLOs and other structured securities. Proposed changes to modernize investment oversight include: (i) reducing or eliminating “blind” reliance on CRPs while continuing to utilize them by implementing a due diligence framework that oversees the effectiveness of CRPs and (ii) bolstering the SVO’s portfolio risk analysis capabilities by investing in a risk analytics tool and adding specialized personnel.

The NAIC has also been focused on insurers’ use of ratings by nationally recognized statistical rating organizations and other CRPs for rating certain of their investments, instead of submitting such investments to the SVO. Certain investments are subject to an exemption from filing with the SVO if they have been assigned a current, monitored rating by certain approved CRPs that meet specified requirements. The NAIC’s designation of an investment held by an insurance company affects the RBC charge applied to such investment and therefore impacts the insurer’s overall RBC ratio. In November 2024, the NAIC adopted an amendment to the Manual, which became effective January 1, 2026, setting forth procedures for the 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 than the SVO’s assessment, which allows the SVO to request the removal of the CRP credit rating from the filing exempt process. At any time during the process, an alternate CRP credit rating may be requested and if one is received, it will be incorporated in the filing exempt process.

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We cannot predict what form any final proposals may take, or what effect their adoption may have on our business and compliance costs.

Guaranty Associations and Similar Arrangements

Each state in which we are admitted to transact business requires life insurers doing business within the jurisdiction to participate in guaranty associations, which are organized to pay certain contractual insurance benefits owed pursuant to insurance policies issued by impaired, insolvent or failed insurers. The laws are designed to protect policyholders from losses under insurance policies issued by insurance companies that become impaired or insolvent. These associations levy assessments, up to prescribed limits, on all member insurers in a particular state based on their proportionate share of premiums written in the lines of business in which the impaired, insolvent or failed insurer is engaged. Some states permit member insurers to recover assessments paid through full or partial premium tax offsets.

During each of the past five years, the assessments levied against us have not been material.

Adjusting Non-Guaranteed Elements of Life Insurance Products

State regulators have considered whether to apply regulatory standards to the determination and/or readjustment of non-guaranteed elements (“NGEs”) within life insurance policies and annuity contracts that may be adjusted at the insurer’s discretion, such as the COI for UL insurance policies and interest crediting rates for life insurance policies and annuity contracts. For example, New York’s Insurance Regulation 210 establishes standards for the determination and any readjustment of NGEs, including a prohibition on increasing profit margins on existing business or recouping past losses on such business, and requires advance notice of any adverse change in a NGE to both the NYDFS and affected policyholders. We have developed policies and procedures designed to comply with Regulation 210 and to date, have not seen adverse effects on our business. It is possible, however, that Regulation 210 could adversely impact management’s ability to determine and/or readjust NGEs in the future. Beyond the New York regulation and similar rules enacted in California (effective on July 1, 2019) and Texas (effective on January 1, 2021), the likelihood of enacting of any additional state-based regulation is uncertain at this time, but if implemented, these regulations could have an adverse effect on our business and consolidated results of operations.

Broker-Dealer and Securities Regulation and Commodities Regulation

We and certain policies and contracts offered by us are subject to regulation under the Federal securities laws, self-regulatory organization rules, and certain state securities laws. Federal and state regulators may conduct examinations and inspections of our operations.

Certain of our subsidiaries, including Equitable Advisors, Equitable Distributors, SCB LLC and AllianceBernstein Investments, Inc., are registered as broker-dealers (collectively, the “Broker-Dealers”) with the SEC and members of FINRA. The SEC and FINRA subject the Broker-Dealers to extensive regulation, including minimum “net capital” requirements and sales practices rules like Regulation Best Interest (“Reg BI”). Reg BI requires the Broker-Dealers, when making a recommendation of any securities transaction or investment strategy involving securities (including account recommendations) to a retail customer, to provide specified disclosures and act in the retail customer’s best interest. The intent of Reg BI is to impose on broker-dealers an enhanced duty of care to their customers similar to that which applies to investment advisers. We have developed systems and processes and put in place policies and procedures to ensure that we are in compliance with Reg BI. In recent years, the SEC and FINRA have intensified their scrutiny of sales practices relating to variable annuities, variable life insurance and alternative investments, among other products. The Broker-Dealers are also subject to registration and regulation by regulatory authorities in the foreign jurisdictions in which they do business. In December 2023, the SEC adopted rules to require covered clearing agencies to adopt 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, which will effectively require those participants to clear eligible cash transactions by December 31, 2026, and eligible repurchase transactions by June 30, 2027. The rule’s potential effect on the U.S. Treasury securities market is uncertain.

Certain of our Separate Accounts are registered as investment companies under the Investment Company Act. Separate Accounts interests under certain annuity contracts and insurance policies issued by us are also registered under the Securities Act. EQAT and 1290 Funds are registered as investment companies under the Investment Company Act and shares offered by these investment companies are also registered under the Securities Act. Many of the investment companies managed by AB, including a variety of mutual funds and other pooled investment vehicles, are registered with the SEC under the Investment Company Act, and, if appropriate, shares of these entities are registered under the Securities Act.

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Certain subsidiaries and affiliates, including EIMG, EIM LLC, Equitable Advisors and AB, and certain of its subsidiaries are registered as investment advisers under the Investment Advisers Act. The investment advisory activities of such registered investment advisers are subject to various federal and state laws and regulations and to the laws in those foreign countries in which they conduct business. These U.S. and foreign laws and regulations generally grant supervisory agencies broad administrative powers, including the power to limit or restrict the carrying on of business for failure to comply with such laws and regulations. Changes to the marketing requirements for registered investment advisers were adopted in December 2020 and became effective in November 2022. The amended rules imposed a number of new requirements that will affect marketing of certain advisory products, including, in particular, private funds. We developed systems and processes and put in place policies and procedures to ensure that we are in compliance with the amended rule. The SEC is currently focused on examining compliance efforts with newly amended Rule 206(4)-1. The SEC has also adopted new reporting requirements for institutional investment managers regarding “say on pay” and more expansive reporting on voting practices by managers for registered funds on Form N-PX. The new requirements will create substantially greater compliance requirements and costs for our investment adviser entities.

EIMG (as a commodity pool operator), AB and certain of its subsidiaries (as commodity pool operators and commodity trading advisers), and SCB LLC (as a commodity pool operator, commodity trading advisor, and introducing broker) are registered with the CFTC and members of the NFA. These entities are subject to certain legal requirements and restrictions in the CEA and in the rules and regulations of the CFTC and the rules and by-laws of the NFA, including investor protection, disclosure, reporting, and recordkeeping requirements, and anti-fraud prohibitions, and are subject to periodic inspections and audits by the CFTC and NFA.

Regulators, including the SEC, FINRA, and state securities regulators and attorneys general, continue to focus attention on various practices in or affecting the investment management and/or mutual fund industries, including portfolio management, valuation, fee break points, and the use of fund assets for distribution.

We and certain of our subsidiaries provide regular financial reporting, as well as, and in certain cases, additional information and documents to the SEC, FINRA, the CFTC, NFA, state securities regulators and attorneys general, the NYDFS and other state insurance regulators, and other regulators regarding our compliance with insurance, securities and other laws and regulations regarding the conduct of our businesses. For additional information on regulatory matters, see Note 20 of the Notes to the Consolidated Financial Statements.

The SEC, FINRA, the CFTC and other governmental regulatory authorities may institute administrative or judicial proceedings against our subsidiaries or their personnel that may result in censure, fines, the issuance of cease-and-desist orders, trading prohibitions, the suspension or expulsion of a broker-dealer, investment adviser, commodity pool operator, or other type of regulated entity, or member, its officers, registered representatives or employees or other similar sanctions.

Dodd-Frank Wall Street Reform and Consumer Protection Act

Currently, the U.S. federal government does not directly regulate the business of insurance. While the Dodd-Frank Act does not remove primary responsibility for the supervision and regulation of insurance from the states, Title V of the Dodd-Frank Act established the FIO within the U.S. Treasury Department and reformed the regulation of the non-admitted property and casualty insurance market and the reinsurance market. The Dodd-Frank Act also established the FSOC, which is authorized to designate certain non-bank financial companies, including insurers, as systemically significant if the FSOC determines that the financial institution could pose a threat to U.S. financial stability. Such a designation would subject a non-bank SIFI to supervision and heightened prudential standards by the Federal Reserve. On November 3, 2023, the FSOC adopted guidance that establishes a new process for designating certain non-bank financial institutions as SIFIs. Under this guidance, the FSOC is no longer required to conduct a cost-benefit analysis and an assessment of the likelihood of a non-bank financial company’s material financial distress before considering the designation of the company. The revised process could have the effect of simplifying and shortening FSOC’s procedures for designating certain financial companies as non-bank SIFIs.

The FIO’s authority extends to all lines of insurance except health insurance, crop insurance and (unless included with life or annuity components) long-term care insurance. Under the Dodd-Frank Act, the FIO is charged with monitoring all aspects of the insurance industry (including identifying gaps in regulation that could contribute to a systemic crisis), recommending to the FSOC the designation of any insurer and its affiliates as a non-bank financial company subject to oversight by the Board of Governors of the Federal Reserve System (including the administration of stress testing on capital), assisting the Treasury Secretary in negotiating “covered agreements” with non-U.S. governments or regulatory authorities, and, with respect to state insurance laws and regulation, determining whether state insurance measures are pre-empted by such covered agreements.

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In addition, the FIO is empowered to request and collect data (including financial data) on and from the insurance industry and insurers (including reinsurers) and their affiliates. In such capacity, the FIO may require an insurer or an affiliate of an insurer to submit such data or information as the FIO may reasonably require. In addition, the FIO’s approval is required to subject a financial company whose largest U.S. subsidiary is an insurer to the special orderly liquidation process outside the federal bankruptcy code, administered by the FDIC pursuant to the Dodd-Frank Act. U.S. insurance subsidiaries of any such financial company, however, would be subject to rehabilitation and liquidation proceedings under state insurance law. The Dodd-Frank Act also reformed the regulation of the non-admitted property/casualty insurance market (commonly referred to as excess and surplus lines) and the reinsurance markets, including prohibiting the ability of non-domiciliary state insurance regulators to deny credit for reinsurance when recognized by the ceding insurer’s domiciliary state regulator.

In October 2022, the SEC adopted final rules requiring the recovery of erroneously awarded compensation as mandated by the Dodd-Frank Act.

The following aspects of our operations could also be affected by the Dodd-Frank Act:

Heightened Standards and Safeguards

The FSOC may recommend that state insurance regulators or other regulators apply new or heightened standards and safeguards for activities or practices we and other insurers or other financial services companies engage in if the FSOC determines that those activities or practices could create or increase the risk that significant liquidity, credit or other problems spread among financial companies. We cannot predict whether any such recommendations will be made or their effect on our business, consolidated results of operations or financial condition.

Over-The-Counter Derivatives Regulation

The Dodd-Frank Act includes a framework of regulation for the OTC derivatives markets, which has largely been implemented. The Dodd-Frank Act provided authority to the CFTC to regulate “swaps” and the SEC to regulate “security-based swaps.”

The Dodd-Frank Act authorized the SEC and the CFTC to mandate that specified types of OTC derivatives must be executed in regulated markets and be submitted for clearing to regulated clearinghouses and directed the CFTC and SEC to establish documentation, recordkeeping and registration requirements for swap dealers, major swap participants, security-based swap dealers and major security-based swap participants for swaps, security-based swaps and specified other derivatives that continued to trade on the OTC market. The Dodd-Frank Act also directed the SEC, CFTC, the Office of the Comptroller of the Currency, the Federal Reserve Board, the FDIC, the Farm Credit Administration, and the Federal Housing Finance Agency (collectively, the “Prudential Regulators”), with respect to the respective entities they regulate, to develop margin rules for OTC derivatives and capital rules for regulated dealers and major participants.

Under the CFTC’s and SEC’s regulations, swaps and security-based swaps traded by a non-banking entity are currently subject to variation margin requirements as well as, for most entities, initial margin, as mandated by the CFTC and SEC. Under regulations adopted by the Prudential Regulators, both swaps and security-based swaps traded by banking entities are currently subject to variation margin requirements and, for most entities, initial margin requirements as well. Initial margin requirements imposed by the CFTC, the SEC and the Prudential Regulators are being phased in over a period of time. As a result, initial margin requirements took effect in September 2021 for us. The CFTC regulations require us to post and collect variation margin (comprised of specified liquid instruments and subject to a required haircut) in connection with trading of swaps with CFTC-regulated swap dealers, and the regulations adopted by the Prudential Regulators require us to post and collect variation margin when trading either swaps or security-based swaps with a dealer regulated by the Prudential Regulators. SEC regulations require posting and collection of variation margin by both us and our counterparty but require posting of initial margin only by the entity facing the broker-dealer or security-based swap dealer but not the broker-dealer or security-based swap dealer itself.

In addition, regulations adopted by the Prudential Regulators that became effective in 2019 require certain bank-regulated counterparties and certain of their affiliates to include in qualified financial contracts, including many derivatives contracts, repurchase agreements and securities lending agreements, terms that delay or restrict the rights of counterparties, such as us, to terminate such contracts, foreclose upon collateral, exercise other default rights or restrict transfers of affiliate credit enhancements (such as guarantees) in the event that the bank-regulated counterparty and/or its affiliates are subject to certain types of resolution or insolvency proceedings. It is possible that these requirements in the market, could adversely affect our ability to terminate existing derivatives agreements or to realize amounts to be received under such agreements. The Dodd-

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Frank Act and related federal regulations and foreign derivatives requirements expose us to operational, compliance, execution and other risks, including central counterparty insolvency risk.

We use derivatives to mitigate a wide range of risks in connection with our business, including the impact of increased benefit exposures from certain variable annuity products that offer GMxB features. We have always been subject to the risk that our hedging and other management procedures might prove ineffective in reducing the risks to which insurance policies expose us or that unanticipated policyholder behavior or mortality, combined with adverse market events, could produce economic losses beyond the scope of the risk management techniques employed. Any such losses could be increased by higher costs of writing derivatives (including customized derivatives) and the reduced availability of customized derivatives that might result from the enactment and implementation of new regulations.

Fiduciary Rules / “Best Interest” Standards of Conduct

We provide certain products and services to employee benefit plans that are subject to the ERISA and certain provisions of the Internal Revenue Code of 1986, as amended (the “Code”). Our activities are subject to the restrictions imposed by ERISA and the Code, including the requirement that fiduciaries must perform their duties solely in the interests of plan participants and beneficiaries, and fiduciaries may not cause or permit a covered plan to engage in certain prohibited transactions with persons (parties-in-interest) who have certain relationships with respect to such plans. The applicable provisions of ERISA and the Code are subject to enforcement by the DOL, the IRS and the Pension Benefit Guaranty Corporation.

Since 2015, the DOL has pursued various proposed regulations to change the definition of “fiduciary” for purposes of ERISA and parallel provisions of the Code when a financial professional, including an insurance producer, provides investment advice, and proposed amendments to various existing prohibited transaction exemptions (“PTEs”) that financial professionals rely on when they make investment recommendations to retirement investors.

Following stays issued by the U.S. District Court for the Eastern District of Texas and the U.S. District Court for the Northern District of Texas, in November 2025, the DOL voluntarily withdrew its appeal of the stays and has indicated its intention to initiate a new fiduciary rulemaking in May 2026. We do not yet know the impact, if any, of a new DOL fiduciary rule on our business, particularly as it pertains to the sale of insurance products to retirement investors.

In addition, in January 2020, the NAIC revised the Suitability in Annuity Transactions Model Regulation to apply a best interest of the consumer standard on insurance producers’ annuity recommendations and to require that insurers supervise such recommendations. U.S. states, including Arizona and Colorado, have adopted the revised regulation. As a notable exception, the NYDFS amended Regulation 187 - Suitability and Best Interests in Life Insurance and Annuity Transactions (“Regulation 187”) to add a “best interest” standard for recommendations regarding the sale of life insurance and annuity products in New York. We have developed our compliance framework for Regulation 187 with respect to annuity sales as well as our life insurance business.

Massachusetts has also adopted a regulation applying a fiduciary duty standard to broker-dealers and their agents that requires us to make changes to certain policies and procedures to ensure compliance. The North American Securities Administrators Association has adopted a broker-dealer conduct model rule that states might seek to also adopt and is designed to account for revisions to federal conduct standards for broker-dealers and agents arising out of the adoption of Reg BI by the SEC and other changes that have occurred in the financial services industry in recent years, including the blurring of brokerage and advisory service models. Other states have either adopted or are considering adoption of fiduciary and other conduct standards for broker-dealers.

Climate Risks

Climate risk has come under increased scrutiny by insurance regulators and other regulatory agencies. In September 2020, the NYDFS announced that it expects New York domestic and foreign authorized insurers to integrate financial risks from climate change into their governance frameworks, risk management processes, and business strategies by taking actions that are proportionate to the nature, scale and complexity of their businesses.

In November 2021, the NYDFS issued additional guidance for New York domestic insurers, such as Equitable Financial, which contains more detailed expectations, such as to: (i) incorporate climate risk into its financial risk management; (ii) manage climate risk through its enterprise risk management functions and ensure that its organizational structure defines roles and responsibilities for managing such risk; (iii) use scenario analysis when developing business strategies and identifying risks; and (iv) incorporate climate risk management into its corporate governance structure at the group or insurer entity level

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(i.e., an insurer’s board of directors should understand climate risk and oversee the team responsible for managing such risk). We have developed our compliance framework with respect to the November 2021 guidance.

In addition, New York’s regulation governing enterprise risk management, applicable to New York domestic and foreign authorized insurers, was amended to require an insurance group’s enterprise risk management function to address climate change risk.

In September 2023, the California legislature passed a law requiring firms with annual revenues of over $1.0 billion that do business in the state to publicly report their greenhouse gas emissions, beginning in 2026 for calendar year 2025.

In 2022, the NAIC adopted a disclosure standard for insurance companies to report their climate-related risks, which applies to insurers that meet the reporting threshold of $100 million in countrywide direct premium and are licensed in one of the participating jurisdictions and is consistent with the international Task Force on Climate-Related Financial Disclosures.

In addition, the FIO assessed how the insurance sector may mitigate climate risks and help achieve national climate-related goals pursuant to its authority under the Dodd-Frank Act. In June 2023, the FIO released a report titled, “Insurance Supervision and Regulation of Climate-Related Risks”, which evaluates climate-related issues and gaps in insurer regulation. The report urged insurance regulators to adopt climate-related risk-monitoring guidance in order to enhance their regulation and supervision of insurers.

Diversity and Corporate Governance

In recent years, the NAIC and state insurance regulators have evaluated issues related to diversity within the insurance industry. In New York, the NYDFS issued a 2021 circular letter stating that it expects the insurers it regulates, such as Equitable Financial, to make diversity of their leadership a business priority and a key element of their corporate governance.

International Regulation

Pursuant to the terms of the Bermuda Insurance Act, as a Class E insurer, Equitable Bermuda will not be permitted to engage in non-insurance business unless that non-insurance business is ancillary to its core insurance business. Non-insurance business means any business other than insurance business and includes carrying on investment business, underwriting debt or securities or otherwise engaging in investment banking and carrying on the business of management, sales or leasing of real property.

Many of AB’s subsidiaries are subject to the oversight of regulatory authorities in jurisdictions outside of the United States in which they operate, including the Ontario Securities Commission, the Investment Industry Regulatory Organization of Canada, the European Securities and Markets Authority, the Financial Conduct Authority in the U.K., the CSSF in Luxembourg, the Financial Services Agency in Japan, the Securities & Futures Commission in Hong Kong, the Monetary Authority of Singapore, the Financial Services Commission in South Korea, the Financial Supervisory Commission in Taiwan and the Securities and Exchange Board of India. While these regulatory requirements often may be comparable to the requirements of the SEC and other U.S. regulators, they are sometimes more restrictive and may cause AB to incur substantial expenditures of time and money related to AB’s compliance efforts.

Federal Tax Legislation, Regulation and Administration

Although we cannot predict what legislative, regulatory, or administrative changes may or may not occur with respect to the federal tax law, we nevertheless endeavor to consider the possible ramifications of such changes on the profitability of our business and the attractiveness of our products to consumers. In this regard, we analyze multiple streams of information, including those described below.

Enacted Legislation

At present, the federal tax laws generally permit certain holders of life insurance and annuity products to defer taxation on the build-up of value within such products (commonly referred to as “inside build-up”) until payments are made to the policyholders or other beneficiaries. From time to time, Congress considers legislation that could enhance or reduce (or eliminate) the benefit of tax deferral on some life insurance and annuity products. The modification or elimination of this tax-favored status could also reduce demand for our products. In addition, if the treatment of earnings accrued inside an annuity contract was changed prospectively, and the tax-favored status of existing contracts was grandfathered, holders of existing

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contracts would be less likely to surrender or rollover their contracts. These changes could reduce our earnings and negatively impact our business.

On July 4, 2025, President Trump signed into law “An Act to provide for reconciliation pursuant to title II of H. Con. Res. 14,” commonly referred to as the One Big Beautiful Bill Act (the “OBBBA”). This sweeping legislative package is designed to extend the expiring provisions of the Tax Cuts and Jobs Act (“TCJA”) and deliver additional tax relief for individuals and businesses. The tax provisions in the OBBBA are not expected to have a material impact on the Company.

Regulatory and Other Administrative Guidance from the Treasury Department and the IRS

Regulatory and other administrative guidance from the Treasury Department and the IRS also could impact the amount of federal tax that we pay. For example, the adoption of “principles based” approaches for calculating statutory reserves may lead the Treasury Department and the IRS to issue guidance that changes the way that deductible insurance reserves are determined, potentially reducing future tax deductions for us.

Privacy and Security of Customer Information and Cybersecurity Regulation

We are subject to federal and state laws and regulations that require financial institutions to protect the security, integrity, confidentiality, and availability of customer information, and to detect, prevent and mitigate identity theft. Consistent with these laws and regulations, we maintain a formal data protection compliance program designed to ensure that our systems, those of third parties on which we rely, and our confidential and sensitive information maintained and processed thereon, have reasonable protections in place. Federal and state laws also generally require that financial institutions provide customers with a privacy policy describing their data collection and handling practices, and to provide notices to affected individuals, law enforcement, regulators and/or potentially others, each as applicable, in the event of a security incident resulting in the unauthorized access to or acquisition of certain customer information. Federal and state laws and regulations govern the ability of financial institutions to make telemarketing calls and to send unsolicited e-mail or fax messages to both consumers and customers, and regulate the permissible uses of certain categories of customer information. Failure to implement and maintain reasonable and effective information- and cybersecurity programs, or any violation of applicable data protection laws, may result in significant fines, remediation costs, regulatory enforcement, litigation, and/or reputational damage.

As cyber threats continue to evolve, regulators continue to develop new rules imposing specific cybersecurity safeguards and program oversight requirements. For instance, in 2017, the NYDFS adopted the Cybersecurity Requirements for Financial Services Companies (the “NY Cybersecurity Regulation”). The NY Cybersecurity Regulation requires banking and insurance entities subject to NYDFS’s jurisdiction to, among other things, assess risks associated with their information systems, including the consumer private data and confidential business data they hold, and to implement a cybersecurity program designed to protect against such risks. In November 2023, the NYDFS adopted amendments to the NY Cybersecurity Regulation. These include (i) new governance and oversight measures, including that a senior governing body (i.e., the board of directors) have sufficient understanding of cybersecurity-related matters to exercise effective oversight; (ii) enhanced cybersecurity safeguards and technical controls (e.g., annual audits, vulnerability assessments, and password controls and monitoring); (iii) notification to the NYDFS of certain cybersecurity events or incidents; and (iv) annual certification to NYDFS of material compliance with the NY Cybersecurity Regulation. The amendments became effective between November 2024 and November 2025. We have adopted a cybersecurity policy outlining our policies and procedures for the protection of our information systems and information stored on those systems that conforms to the amended Regulation, and will continue to assess the effect of the amendments on our business and compliance strategy.

Similarly, the NAIC adopted the Insurance Data Security Model Law for entities licensed under the relevant state’s insurance laws. The model law requires such entities to establish standards for data security and for the investigation and notification to insurance commissioners of cybersecurity events involving unauthorized access to, or the misuse of, certain nonpublic information. Approximately half of states have adopted the model law or a form thereof, although it has not been adopted by any of our significant insurance subsidiaries’ domiciliary states. We expect additional states to adopt the model law, even though it is not an Standard, but we cannot predict whether, or in what form or when, they may do so.

The NAIC’s Privacy Protections (H) Working Group (“PPWG”) is developing amendments to update the Privacy of Consumer Financial and Health Information Regulation (Model Law #672). The proposed amendments would expand the definition of nonpublic personal information; add consumer rights to request access, correction and deletion of nonpublic personal information; and add requirements for contracts with third-party service providers. We cannot predict whether changes to Model Law #672 will be adopted, what form they will take, or what effect they would have on our business or compliance efforts.

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In July 2023, the SEC adopted the Risk Management, Strategy, Governance, and Incident Disclosure Final Rule (the “Cybersecurity Final Rule”) enhancing disclosure requirements for registered companies covering cybersecurity risk, management and governance. The Cybersecurity Final Rule requires registrants to disclose material cybersecurity incidents on Form 8-K within four business days of a determination that a cybersecurity incident is material. The rule also requires periodic disclosures of, among other things, details on the company’s process to assess, identify, and manage cybersecurity risks, cybersecurity governance, and the role of management and the board of directors in overseeing such a compliance program.The Cybersecurity Final Rule reporting requirements became effective in December 2023. In addition, federal regulators are increasingly focused on, and several have established specific and potentially burdensome requirements regarding, data protection. For instance, in October 2021, the Federal Trade Commission announced significant amendments to the Standards for Safeguarding Customer Information Rule (the “Safeguards Rule”), which became effective in June 2023, that require financial institutions to implement specific data security measures. Failure to comply with any of the above cyber- and data security regulations or requirements may result in enforcement action, fines and/or other operational or reputational harms.

Under the California Consumer Privacy Act, as amended (“CCPA”), California residents enjoy the right to know what information a business has collected from them, its sourcing and sharing, and the right to collect, delete and limit certain uses of that information. The CCPA also establishes a private right of action with potentially significant statutory damages, whereby businesses that fail to implement reasonable security measures resulting in a breach of personal information could be liable to affected California consumers. Certain data processing which is otherwise regulated, including under the Gramm-Leach-Bliley Act, is excluded from the CCPA; however, this is not an entity-wide exclusion and does not apply to the private right of action. The California Privacy Protection Agency (“CPPA”) enforces the CCPA and is authorized to promulgate regulations under the Law. The CPPA adopted updated CCPA regulations in September 2025 (effective as of January 1, 2026) regarding cybersecurity audits, risk assessments, and the use of automated decision-making technologies, and further clarifying how the CCPA applies to personal information collected by insurance companies.

Under the CPPA’s rules, a significant portion of the information we collect is not subject to the CCPA, but certain information, including information about our California-based employees, may remain subject to the law. Several other states have adopted, or are considering, comprehensive privacy laws similar to the CCPA. However, these generally include entity- and/or data-level exemptions for financial institutions that are subject to privacy protections in the Gramm-Leach-Bliley Act or similar, state-level financial privacy laws. We cannot predict what impact these and any future laws or regulations may have on our compliance efforts or business operations.

Innovation and Technology

As a result of increased innovation and technology, the NAIC and insurance regulators are focused on the use of “big data” techniques, such as the use of artificial intelligence (“AI”), machine learning and automated decision-making. In December 2023, the NAIC’s Innovation, Cybersecurity and Technology (H) Committee (the “(H) Committee”) adopted the Model Bulletin on the Use of Artificial Intelligence Systems by Insurers (the “AI Bulletin”). Approximately half of states have adopted the AI Bulletin, which outlines regulators’ expectations as to how insurers should govern the development, acquisition and use of AI technologies, as well as the types of information that regulators may request during an investigation or examination of an insurer in regard to AI systems. The Third-Party Data and Models (H) Working Group is developing a framework for the regulatory oversight of insurers’ use of third-party data and models. In addition, the NAIC’s Big Data and Artificial Intelligence (H) Working Group is evaluating AI-use outcomes and how well the current regulatory framework addresses potential harms from the use of AI. The goal is to develop an overall AI regulatory framework that could be incorporated into an NAIC regulatory handbook. For example, the Working Group is developing a tool to collect information about an insurer’s use of AI during an examination or investigation.

Further, some states and state insurance regulators have been focused on addressing unfair discrimination potentially resulting from the use of consumer data and AI technology. For instance, in 2021, Colorado enacted a law prohibiting insurers from using external consumer data and information sources (“ECDIS”), as well as algorithms or predictive models that use ECDIS, in a way that unfairly discriminates based on race, color, national or ethnic origin, religion, sex, sexual orientation, disability, gender identity or gender expression. In August 2023, the Colorado Division of Insurance adopted the first regulation under the law, effective on November 14, 2023, requiring life insurers to adopt a governance and risk management framework for the use of AI, machine learning and other technologies that utilize “external consumer data.” We expect the regulation to be extended to other lines of insurance. Similarly, in July 2024, the NYDFS published a circular letter which provides guidance on how insurers should develop and manage their use of external consumer data and AI systems in underwriting and pricing so as not to harm consumers.

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We expect AI and big data to remain important issues for the NAIC and state insurance regulators. We cannot predict which additional regulators will adopt the AI Bulletin, or what, if any, changes to laws or regulations may be enacted with regard to “big data” or AI technologies.

Environmental Considerations

Federal, state and local environmental laws and regulations apply to our ownership and operation of real property. Inherent in owning and operating real property are the risk of environmental liabilities and the costs of any required clean-up. Under the laws of certain states, contamination of a property may give rise to a lien on the property to secure recovery of the costs of clean-up, which could adversely affect our mortgage lending business. In some states, this lien may have priority over the lien of an existing mortgage against such property. In addition, in some states and under the federal Comprehensive Environmental Response, Compensation, and Liability Act of 1980, or CERCLA, we may be liable, in certain circumstances, as an “owner” or “operator,” for costs of cleaning-up releases or threatened releases of hazardous substances at a property mortgaged to us. We also risk environmental liability when we foreclose on a property mortgaged to us. However, federal legislation provides for a safe harbor from CERCLA liability for secured lenders, provided that certain requirements are met. Application of various other federal and state environmental laws could also result in the imposition of liability on us for costs associated with environmental hazards.

We routinely conduct environmental assessments prior to making a mortgage loan or taking title to real estate, whether through acquisition for investment or through foreclosure on real estate collateralizing mortgages. We cannot provide assurance that unexpected environmental liabilities will not arise. However, based on information currently available to us, we believe that any costs associated with compliance with environmental laws and regulations or any clean-up of properties would not have a material adverse effect on our consolidated results of operations.

Intellectual Property

We rely on a combination of copyright, trademark, patent and trade secret laws to establish and protect our intellectual property rights. We regard our intellectual property as valuable assets and protect them against infringement.

Human Capital Management

As of December 31, 2025, we had approximately 8,000 full-time employees. Of these, approximately 4,500 were employed full-time by AB.

Equitable

To deliver on our commitments to stakeholders including clients and investors, we must attract and retain the best talent in the industry. Since our IPO in 2018, we have been on a deliberate journey to foster an inclusive, high-performing culture. From our fully agile workforce to the design of our workspaces, we take great pride in creating an environment that is unique to Equitable and a place where everyone can do their best work and thrive.

One of our greatest differentiators and investments in our people is Equitable’s NWOW. NWOW is our proprietary methodology that transformed the entire organization, building mission-driven teams that have clear outcomes and goals, while making fundamental changes to our policies, procedures and structure to help us move faster.

NWOW is focused on six aspects of our work model: (i) Adaptive Leadership — empowering those closest to the work with decision-making authority; (ii) Outcomes, Objectives & Key Results — a long-term and quarterly goal-setting framework; (iii) Dynamic Enablers — frameworks, processes and tools that promote innovation, autonomy and skills development; (iv) Enterprise Agile — a structured way of managing work that relies on a set of regular sessions for teams to align, inform, demo, reflect and adjust quickly to changing conditions; (v) Design Thinking — designing client-centric solutions; and (vi) Process Re-Engineering — fundamental rethinking and restructuring of our work processes to drive significant improvements in business performance. We believe that by prioritizing these areas, our business adapts with greater speed, agility, creativity and client focus.

For example, our focus on Adaptive Leadership creates an environment where everyone’s ideas are heard and respected, and the best ideas can be acted upon. By embracing diverse thoughts, backgrounds and experiences, we can best serve our 5 million clients. Adaptive leadership and psychological safety are deeply intertwined. Psychologically safe environments enable us to challenge and overcome stagnant ways of thinking and ultimately sharpen performance. We measure psychological safety across the enterprise through our regular culture surveys and take steps to address the unique needs of different demographics.

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This year, 89% of respondents said their teams embrace diversity of thought and contribution, reinforcing a sense of psychological safety.

In addition, our Career Model Framework provides employees with the anchor and foundation to grow and develop their careers. Our framework elevates skills, provides performance expectations and enables employees to see where their skills transfer across the organization. We define career progression holistically, including skill progression, internal mobility and leading others. Subsequently, we focus career conversations on the skills needed to advance in the workplace, enabling our people to demonstrate their best abilities and chart their career paths. Our talent programs focus on building the broad capabilities we need to drive growth while addressing the unique needs of our people.

NWOW has fundamentally changed the way we think, work and lead as a company, ensuring we are better positioned to grow, meet our clients’ evolving needs and attract the best talent. Since going fully agile in 2024, we have seen higher employee Net Promoter Scores and teams responding to market conditions and client needs faster than ever before.

Equitable’s focus on wellness is another way we can attract and retain top talent and drive business growth. We aspire to create an innovative, resilient culture that fosters exceptional health and well-being in our people and enhances organizational performance. Not only does this approach contribute positively to our employees, but we believe it also makes good business sense. The companies that take the greatest care of their people are the ones that thrive over the long term.

Our holistic programming and benefits focus on four wellness pillars: physical, emotional, financial and social. In building our strategy, we challenged ourselves to think at the enterprise level — ensuring we have the right culture and conditions for optimal wellness, and at the individual level — providing the tools and programs our people need to support their personal journeys.

The results from our 2025 wellness survey reflect the continued maturation of our program and impact of our targeted investments. We have seen significant improvements across several of the following survey topics:

•86% of survey respondents reported feeling confident in their ability to balance their work and personal lives.

•85% of respondents said they feel supported by their managers, with people leaders checking in regularly about how they are doing and not just about work.

•Nearly 84% of those surveyed said that Equitable provides opportunities for them to build meaningful relationships with colleagues.

In 2025, our programming focused on initiatives ranging from enterprise-wide health fairs and financial seminars to bespoke energy and resilience training. In addition, we offer compelling benefits and programming to support healthy daily activities such as movement, sleep and optimizing our calendars.

To assess the ongoing health and wellbeing of our culture and workforce, we measure employee engagement through an annual survey and use quarterly pulse surveys to monitor trends and collect short-term feedback throughout the year. With a nearly 70% response rate, Equitable achieved a score of 85% on its 2025 Corporate Engagement Index, an improvement over last year’s score (83%) and exceeding the industry benchmark (82%). The Corporate Engagement Index is a composite of our culture survey results including how likely employees are to stay at Equitable and recommend the company as an employer. Leaders have direct access to survey results to better understand their teams’ culture. They are encouraged to take action by sharing results with their teams and collectively exploring opportunities to enhance the employee experience.

AllianceBernstein

The information contained herein does not apply to the Equitable Holdings’ subsidiary, AllianceBernstein, which has its own human capital strategy and programs. For AB’s human capital disclosure, see Part I, Item 1 of AB’s Annual Report on Form 10-K for the year ended December 31, 2025.

Available Information

We maintain a public website at https://equitableholdings.com. We use our website as a routine channel for distribution of important information, including news releases, analyst presentations, financial information and corporate governance information. We post filings on our website as soon as practicable after they are electronically filed with, or furnished to, the SEC, including our annual and quarterly reports on Forms 10-K and 10-Q and current reports on Form 8-K; our proxy statements; and any amendments to those reports or statements. All such postings and filings are available on the “Investors”

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section of our website free of charge. The SEC’s website, www.sec.gov, contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

We may use our website as a means of disclosing material information and for complying with our disclosure obligations under Regulation Fair Disclosure promulgated by the SEC. These disclosures are included on our website in the “Investors” section. Accordingly, investors should monitor this portion of our website, in addition to following our news releases, SEC filings, public conference calls and webcasts. The information contained on or connected to our website is not a part of this Form 10-K.

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Part I, Item 1A.

RISK FACTORS

You should read and consider all of the risks described below, as well as other information set forth in this Annual Report on Form 10-K. The risks described below are not the only ones we face. Many of these risks are interrelated and could occur under similar business and economic conditions, and the occurrence of certain of them may in turn cause the emergence or exacerbate the effect of others. Such a combination could materially increase the severity of the impact of these risks on our businesses, results of operations, financial condition or liquidity.

Risks Relating to Our Consolidated Business

Risks Relating to Conditions in the Financial Markets and Economy

Conditions in the global capital markets and the economy.

Our business, results of operations or financial condition are materially affected by conditions in the global capital markets and the economy. A wide variety of factors continue to impact economic conditions and consumer confidence. These factors include, among others, uncertainty regarding the federal debt limit, volatility in the capital markets, equity market declines, inflationary pressures, plateauing or decreasing economic growth, high fuel and energy costs and changes in fiscal or monetary policy. The Russian invasion of Ukraine, hostilities in the Middle East, and the ensuing conflicts and the sanctions and other measures imposed in response to these conflicts, as well as tariff and trade disputes, have significantly increased the level of volatility in the financial markets and have increased the level of economic and political uncertainty. Given our interest rate and equity market exposure in our investment and derivatives portfolios and many of our products, these factors could have a material adverse effect on us. The value of our investments and derivatives portfolios may also be adversely affected by reductions in price transparency, changes in the assumptions or methodology we use to estimate fair value and changes in investor confidence or preferences, which could potentially result in higher realized or unrealized losses. Market volatility may also make it difficult to transact in or to value certain of our securities if trading becomes less frequent.

In an economic downturn, the demand for our products and our investment returns could be materially and adversely affected. The profitability of many of our products depends in part on the value of the assets supporting them, which may fluctuate substantially depending on various market conditions. In addition, a change in market conditions could cause a change in consumer sentiment and adversely affect sales and could cause the actual persistency of these products to vary from their anticipated persistency and adversely affect profitability. Our policyholders may choose to defer paying insurance premiums or stop paying insurance premiums altogether. In addition, market conditions may adversely affect the availability and cost of reinsurance protections and the availability and performance of hedging instruments.

Equity market declines and volatility.

Declines or volatility in the equity markets can negatively impact our business, results of operations or financial condition. For example, equity market declines or volatility could decrease our AUM, the AV of our annuity and variable life contracts, or AUA, which, in turn, would reduce the amount of revenue we derive from fees charged on those account and asset values. Our variable annuity business is particularly sensitive to equity markets, and sustained weakness or stagnation in equity markets could decrease its revenues and earnings. At the same time, for variable annuity contracts that include GMxB features, equity market declines increase the amount of our potential obligations related to such GMxB features and could increase the cost of executing GMxB-related hedges beyond what was anticipated in the pricing of the products being hedged. This could result in an increase in claims and reserves related to those contracts, net of any reinsurance reimbursements or proceeds from our hedging programs. Equity market declines and volatility may also influence policyholder behavior, which may adversely impact the levels of surrenders, withdrawals and amounts of withdrawals of our annuity and variable life contracts or cause policyholders to reallocate a portion of their account balances to more conservative investment options (which may have lower fees), which could negatively impact our future profitability or increase our benefit obligations particularly if they were to remain in such options during an equity market increase. Market volatility can negatively impact the value of equity securities we hold for investment which could in turn reduce the statutory capital of certain of our insurance subsidiaries. In addition, equity market volatility could reduce demand for variable products relative to fixed products, and reduce our current earnings and result in changes to MRB balances, which could increase the volatility of our earnings. Lastly, periods of high market volatility or adverse conditions could decrease the availability or increase the cost of derivatives.

Interest rate fluctuations.

Some of our retirement products and certain of our investment products, and our investment returns, are sensitive to interest rate fluctuations, and changes in interest rates and interest rate benchmarks may adversely affect our investment returns and results of operations, including in the following respects:

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•changes in interest rates may reduce the spread on some of our products between the amounts that we are required to pay under the contracts and the rate of return we are able to earn on our General Account investments supporting the contracts;

•when interest rates rise rapidly, policy loans and surrenders and withdrawals of annuity contracts and life insurance policies may increase, requiring us to sell investment assets potentially resulting in realized investment losses, which could reduce our net income;

•a decline in interest rates accompanied by unexpected prepayments of certain investments may result in reduced investment income and a decline in our profitability. An increase in interest rates accompanied by unexpected extensions of certain lower yielding investments may result in a decline in our profitability;

•changes in the relationship between long-term and short-term interest rates may adversely affect the profitability of some of our products;

•changes in interest rates could result in changes to the fair value of our MRB purchased assets, which could increase the volatility of our earnings;

•changes in interest rates could result in changes to the fair value liability of our variable annuity GMxB business;

•changes in interest rates may adversely impact our liquidity and increase our costs of financing and hedges;

•we may not be able to effectively mitigate and we may sometimes choose not to fully mitigate or to increase, the interest rate risk of our assets relative to our liabilities; and

•the delay between the time we make changes in interest rate and other assumptions used for product pricing and the time we are able to reflect such changes in assumptions in products available for sale may negatively impact the long-term profitability of certain products sold during the intervening period.

Adverse capital and credit market conditions.

Volatility and disruption in the capital and credit markets may exert downward pressure on the availability of liquidity and credit capacity. We need liquidity to pay our operating expenses (including potential hedging losses), interest expenses and any distributions on our capital stock and to capitalize our insurance subsidiaries. Without sufficient liquidity, we could be required to curtail our operations and our business would suffer. While we expect that our future liquidity needs will be satisfied primarily through cash generated by our operations, borrowings from third parties and dividends and distributions from our subsidiaries, it is possible that we will not be able to meet our anticipated short-term and long-term benefit and expense payment obligations. If current resources are insufficient to satisfy our needs, we may access financing sources such as bank debt or the capital markets. These services may not be available during times of stress or may only be available on unfavorable terms. If we are unable to access capital markets to issue new debt, refinance existing debt or sell additional shares as needed, or if we are unable to obtain such financing on acceptable terms, our business could be adversely impacted. Volatility in the capital markets may also consume liquidity as we pay hedge losses and meet collateral requirements related to market movements. We expect these hedging programs to incur losses in certain market scenarios, creating a need to pay cash settlements or post collateral to counterparties. Although our liabilities will also be reduced in these scenarios, this reduction is not immediate, and so in the short term, hedging losses will reduce available liquidity.

Disruptions, uncertainty or volatility in the capital and credit markets may limit our ability to raise additional capital to support business growth, or to counter-balance the consequences of losses or increased regulatory reserves and rating agency capital requirements. This could force us to: (i) delay raising capital; (ii) miss payments on our debt or reduce or eliminate dividends paid on our capital stock; (iii) issue capital of different types or under different terms than we would otherwise; or (iv) incur a higher cost of capital than would prevail in a more stable market environment. Ratings agencies may change our credit ratings, and any downgrade is likely to increase our borrowing costs and limit our access to the capital markets and could be detrimental to our business relationships with distribution partners. Our business, results of operations, financial condition, liquidity, statutory capital or rating agency capital position could be materially and adversely affected by disruptions in the capital and credit markets.

Market conditions and other factors could materially and adversely affect our goodwill.

Business and market conditions may impact the amount of goodwill we carry in our consolidated balance sheet related to the Asset Management segment. To the extent that securities valuations are depressed for prolonged periods of time or market conditions deteriorate, or that AB experiences significant net redemptions, its AUM, revenues, profitability and unit price will be adversely affected. This may result in the need to recognize an impairment of goodwill which could adversely affect our business, results of operations or financial condition.

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Risks Relating to Our Operations

Holdings depends on the ability of its subsidiaries to transfer funds to it to meet its obligations.

Dividends and other distributions from Holdings’ subsidiaries are the principal sources of funds available to Holdings to pay principal and interest on its outstanding indebtedness, to pay corporate operating expenses, to pay any stockholder dividends, to repurchase stock and to meet its other obligations. The inability to receive dividends from our subsidiaries could have a material adverse effect on our business, results of operations or financial condition. The ability of our insurance subsidiaries to pay dividends and make other distributions to Holdings will depend on their earnings, tax considerations, covenants contained in any financing or other agreements and applicable regulatory restrictions and receipt of regulatory approvals. If the ability of our insurance or non-insurance subsidiaries to pay dividends or make other distributions or payments to Holdings is materially restricted by these or other factors, we may be required to raise cash through the incurrence of debt, the issuance of equity or the sale of assets. However, there is no assurance that we would be able to raise sufficient cash by these means. This could materially and adversely affect our ability to pay our obligations.

Failure to protect the confidentiality, integrity, or availability of customer information or proprietary business information.

We and certain of our vendors retain confidential information (including customer transactional data and personal information about our customers, the employees and customers of our customers, and our own employees). The privacy or security of this information may be compromised, including as a result of an information security breach. We have implemented a formal, risk-based data security program, including physical, technical, and administrative safeguards; however, failure to implement and maintain effective data protection and cybersecurity programs that comply with applicable law, or any compromise of the security, confidentiality, integrity, or availability of our information systems, or those of our vendors, the cloud-based systems we use, or the sensitive information stored on such systems, through cyber-attacks, employee error or malfeasance, system degradation, or for any other reason that results in unauthorized access, use, modification, disclosure or destruction of personally identifiable information, customer information, or other confidential or proprietary information, or the disruption of critical operations and services, could damage our reputation, deter people from purchasing our products, subject us to significant civil and criminal liability and require us to incur significant technical, legal and other expenses any of which could have a material adverse effect on our business, results of operations or financial condition. Moreover, while we maintain cyber incident liability insurance, it may be insufficient to cover all costs and liabilities associated with a cyber incident, or we may be unable to retain or obtain such insurance in the future on commercially practicable terms. For further information on the cybersecurity and data privacy laws applicable to our insurance subsidiaries, see “Cybersecurity—Overview of Equitable Cybersecurity Risk Management” and “Cybersecurity—Governance of Cybersecurity Risk Management.”

Our operational failures or those of service providers on which we rely.

Weaknesses or failures in our internal processes or systems or those of our vendors could lead to disruption of our operations, liability to clients, exposure to regulatory enforcement action or harm to our reputation. Our business is highly dependent on our ability to process large numbers of transactions, many of which are highly complex, across numerous and diverse markets. These transactions generally must comply with client investment guidelines, as well as stringent legal and regulatory standards. If we make a mistake in performing our services that causes financial harm to a client, we have a duty to act promptly to put the client in the position the client would have been in had we not made the error. The occurrence of mistakes, particularly significant ones, can have a material adverse effect on our reputation, business, results of operations or financial condition.

Our reliance on vendors creates a number of business risks, such as the risk that we may not maintain service quality, control or effective management of the outsourced business operations and that we cannot control the facilities or networks of such vendors. We are also at risk of being unable to meet legal, regulatory, financial or customer obligations if the facilities or networks of a vendor are disrupted, damaged or fail due to physical disruptions, such as fire, natural disaster, pandemic or power outage, or other impacts to vendors, including labor strikes, political unrest, and terrorist attacks. Since certain vendors conduct operations for us outside the United States, the political and military events in foreign jurisdictions could have an adverse impact on our outsourced operations. We may be adversely affected by a vendor who fails to deliver contracted services, which could lower revenues, increase costs, reduce profits, disrupt business, or damage our reputation.

Use or misuse of artificial intelligence technologies.

The development and deployment of AI tools and technologies, including generative AI, and its use and anticipated use by us or by third parties on whom we rely, may increase the operational risks discussed above or create new operational risks that we are not currently anticipating. AI technologies offer potential benefits in areas such as customer service personalization and process automation, and we expect to use AI and generative AI to help deliver products and services and support critical

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functions. We also expect third parties on whom we rely to do the same. AI and generative AI may be misused by us or by such third parties, and that risk is increased by the relative newness of the technology, the speed at which it is being adopted, and the uncertain and evolving policy and regulatory landscape governing its use. Such misuse could expose us to legal or regulatory risk, damage customer relationships or cause reputational harm. Our competitors may also adopt AI or generative AI more quickly or more effectively than we do, which could cause competitive harm. Because the generative AI technology is so new, many of the potential risks of generative AI are currently unknowable.

The occurrence of a catastrophe, including natural or man-made disasters and/or pandemics or other public health issues.

Any catastrophic event, terrorist attacks, accidents, floods, severe storms or hurricanes, pandemics and other public health issues, cyber-terrorism, or the failure of telecommunications or other critical infrastructure could have a material and adverse effect on our business. We could experience long-term interruptions in our service and the services provided by our significant vendors. Some of our operational systems are not fully redundant, and our disaster recovery and business continuity planning cannot account for all eventualities. Additionally, unanticipated problems with our disaster recovery systems could further impede our ability to conduct business, particularly if those problems affect our computer-based data processing, transmission, storage and retrieval systems and destroy valuable data. We could experience a material adverse effect on our liquidity, financial condition and the operating results of our insurance business due to increased mortality and, in certain cases, morbidity rates and/or its impact on the economy and financial markets. We may also experience lower sales or other negative impacts to the use of services we provide if economic conditions worsen due to a catastrophe or pandemic or other public health emergency, as the financial condition of current or potential customers, policyholders, and clients may be adversely affected. See “—Conditions in the global capital markets and economy.” A catastrophe may affect our computer-based data processing, transmission, storage and retrieval systems and destroy valuable data. Climate change may increase the frequency and severity of weather-related disasters and pandemics. These events could result in an adverse impact on our ability to conduct our business, including our ability to sell our products and services and our ability to adjudicate and pay claims in a timely manner.

If economic conditions worsen as a result of a catastrophe, pandemic or other public health issue, companies may be unable to make interest and principal payments on their debt securities or mortgage loans that we hold for investment purposes. Accordingly, we may still incur significant losses that can result in a decline in net investment income (“NII”) and/or material increases in credit losses on our investment portfolios. With respect to commercial real estate, there could be potential impacts to estimates of expected losses resulting from lower underlying values, reflecting current market conditions at that time.

Our ability to recruit, motivate and retain key employees and experienced and productive financial professionals.

Our business depends on our ability to recruit, motivate and retain highly skilled, technical, investment, managerial and executive personnel, and there is no assurance that we will be able to do so. Our financial professionals and our key employees are key factors driving our sales. Intense competition exists among insurers and other financial services companies for financial professionals and key employees. We cannot provide assurances that we will be successful in our respective efforts to recruit, motivate and retain key employees and top financial professionals and the loss of such employees and professionals could have a material adverse effect on our business, results of operations or financial condition.

Misconduct by our employees or financial professionals.

Misconduct and excessive or inappropriate risk taking by our employees, financial professionals, agents, intermediaries, representatives of our broker-dealer subsidiaries, or employees of our vendors could result in public reporting, regulatory enforcement proceedings, regulatory sanctions or serious reputational or financial harm, as well as significant technical, legal and other expenses. Certain types of violations may result in our inability to act as an investment adviser or broker-dealer or to represent issuers in Regulation D offerings by acting as placement agent, general partner or another role. We employ controls and procedures designed to monitor employees’ and financial professionals’ business decisions and to prevent them from taking excessive or inappropriate risks, including with respect to information security, but employees may take such risks regardless of such controls and procedures.

Potential strategic transactions.

We may consider potential strategic transactions, including acquisitions, dispositions, mergers, reinsurance, joint ventures and similar transactions. These transactions may not be effective and could result in decreased earnings and harm to our competitive position. In addition, these transactions, if undertaken, may involve a number of risks; present financial, managerial and operational challenges; require us to increase our leverage; or, if we issue shares to fund an acquisition, dilute the holdings of the existing stockholders. Any of the above could cause us to fail to realize the benefits anticipated from any such transaction.

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Changes in accounting standards.

Our consolidated financial statements are prepared in accordance with U.S. GAAP, the principles of which are revised from time to time. Accordingly, from time to time we are required to adopt new or revised accounting standards issued by recognized authoritative bodies, including the Financial Accounting Standards Board. We may not be able to predict or assess the effects of these new accounting pronouncements or new interpretations of existing accounting pronouncements, and they may have material adverse effects on our business, results of operations or financial condition. For a discussion of accounting pronouncements and their potential impact on our business, see Note 2 of the Notes to the Consolidated Financial Statements.

Investment advisory agreements with clients and selling and distribution agreements with various financial intermediaries and consultants.

AB derives most of its revenues pursuant to written investment management agreements (or other arrangements) with institutional investors, mutual funds and private wealth clients, and selling and distribution agreements with financial intermediaries that distribute AB funds. In addition, as part of our variable annuity products, EIMG enters into written investment management agreements (or other arrangements) with mutual funds. Generally, these investment management agreements (and other arrangements) are terminable without penalty at any time or upon relatively short notice by either party. In addition, the investment management agreements pursuant to which AB and EIMG manage an SEC-registered investment company (a “RIC”) must be renewed and approved by the RIC’s boards of directors (including a majority of the independent directors) annually. Consequently, there can be no assurance that the board of directors of each RIC will approve the investment management agreement each year or will not condition its approval on revised terms that may be adverse to us.

Similarly, we enter into selling and distribution agreements with various financial intermediaries that are terminable by either party upon notice (generally 60 days) and do not obligate the financial intermediary to sell any specific amount of our products. These intermediaries generally offer their clients investment products that compete with our products. In addition, certain institutional investors rely on consultants to advise them about choosing an investment adviser and some of AB’s services may not be considered among the best choices by these consultants. As a result, investment consultants may advise their clients to move their assets invested with AB to other investment advisers, which could result in significant net outflows.

Continued scrutiny and evolving expectations regarding ESG matters.

There is continued scrutiny and evolving expectations from investors, customers, regulators and other stakeholders on ESG practices and disclosures, including those related to environmental stewardship, climate change, diversity, equity and inclusion, racial justice and workplace conduct. Legislators and regulators have imposed and may continue to impose ESG-related legislation, rules and guidance, which may conflict with one another and impose additional costs on us, impede our business opportunities or expose us to new or additional risks. In addition, state attorneys general and other state officials have spoken out against ESG motivated investing by some investment managers and terminated contracts with managers based on their following certain ESG-motivated strategies. Moreover, proxy advisory firms that provide voting recommendations to investors have developed ratings for evaluating companies on their approach to different ESG matters, and unfavorable ratings of our company or our industry may lead to negative investor sentiment and the diversion of investment to other companies or industries. If we are unable to meet these standards or expectations, whether established by us or third parties, it could result in adverse publicity, reputational harm, or loss of customer and/or investor confidence, which could adversely affect our business, results of operations, financial condition and liquidity.

Risks Relating to Credit, Counterparties and Investments

Our counterparties’ requirements to pledge collateral related to declines in estimated fair value of derivative contracts.

We use derivatives and other instruments to help us mitigate various business risks. Our transactions with financial and other institutions generally specify the circumstances under which the parties are required to pledge collateral related to any decline in the market value of the derivatives contracts. If our counterparties fail or refuse to honor their obligations under these contracts, we could face significant losses to the extent collateral agreements do not fully offset our exposures and our hedges of the related risk will be ineffective. Such failure could have a material adverse effect on our business, results of operations or financial condition.

Changes in the actual or perceived soundness or condition of other financial institutions and market participants.

A default by any financial institution or by a sovereign could lead to additional defaults by other market participants. Such failures could disrupt securities markets or clearance and settlement systems and lead to a chain of defaults, because the commercial and financial soundness of many financial institutions may be closely related as a result of credit, trading, clearing

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or other relationships. Even the perceived lack of creditworthiness of a financial institution may lead to market-wide liquidity problems and losses or defaults by us or by other institutions. This risk is sometimes referred to as “systemic risk” and may adversely affect financial intermediaries with which we interact on a daily basis. Systemic risk could have a material adverse effect on our ability to raise new funding and on our business, results of operations or financial condition. In addition, such a failure could impact future product sales as a potential result of reduced confidence in the financial services industry.

Economic downturns, defaults and other events may adversely affect our investments.

The occurrence of a major economic downturn, acts of corporate malfeasance, widening credit risk spreads, ratings downgrades or other events that adversely affect the issuers or guarantors of securities we own or the underlying collateral of structured securities we own could cause the estimated fair value of our fixed maturity securities portfolio and corresponding earnings to decline and cause the default rate of the fixed maturity securities in our investment portfolio to increase. We may have to hold more capital to support our securities to maintain our insurance companies’ RBC levels, should securities we hold suffer a ratings downgrade. Levels of write-downs or impairments are impacted by intent to sell, or our assessment of the likelihood that we will be required to sell, fixed maturity securities, as well as our intent and ability to hold equity securities which have declined in value until recovery. Realized losses or impairments on these securities may have a material adverse effect on our business, results of operations, liquidity or financial condition in, or at the end of, any quarterly or annual period.

Some of our investments are relatively illiquid and may be difficult to sell.

We hold certain investments that may lack liquidity, such as privately placed fixed maturity securities, mortgage loans, commercial mortgage backed securities and private alternative investments. In the past, even some of our very high quality investments experienced reduced liquidity during periods of market volatility or disruption. If we were required to liquidate these investments on short notice or were required to post or return collateral, we may have difficulty doing so and be forced to sell them for less than we otherwise would have been able to realize. The reported values of our relatively illiquid types of investments do not necessarily reflect the current market price for the asset. If we were forced to sell certain of our assets in the current market, there can be no assurance that we would be able to sell them for the prices at which we have recorded them and we might be forced to sell them at significantly lower prices, which could have a material adverse effect on our business, results of operations, liquidity or financial condition.

Defaults on our mortgage loans and volatility in performance.

A portion of our investment portfolio consists of mortgage loans on commercial, residential, and agricultural real estate. Although we manage credit risk and market valuation risk for our commercial, residential, and agricultural real estate assets through geographic, property type and product type diversification and asset allocation, general economic conditions in the commercial and agricultural real estate sectors will continue to influence the performance of these investments. With respect to commercial real estate, there could be potential impacts to estimates of expected losses resulting from lower underlying values, reflecting current market conditions at that time. These factors, which are beyond our control, could have a material adverse effect on our business, results of operations, liquidity or financial condition. An increase in the default rate of our mortgage loan investments or fluctuations in their performance could have a material adverse effect on our business, results of operations, liquidity or financial condition.

Risks Relating to Our Retirement and Protection Businesses

Risks Relating to Reinsurance and Hedging

Our reinsurance and hedging programs.

We seek to mitigate some risks associated with the GMxB features or minimum crediting rate contained in certain of our retirement and protection products through our hedging and reinsurance programs. However, these programs cannot eliminate all of the risks, and no assurance can be given as to the extent to which such programs will be completely effective in reducing such risks.

Reinsurance—We use reinsurance to mitigate a portion of the risks that we face, principally in certain of our in-force annuity and life insurance products. Under our reinsurance arrangements, other insurers assume a portion of the obligation to pay claims and related expenses to which we are subject. However, we remain liable as the direct insurer on all risks we reinsure and, therefore, are subject to the risk that our reinsurer is unable or unwilling to pay or reimburse claims at the time demand is made. The inability or unwillingness of a reinsurer to meet its obligations to us, or the inability to collect under our reinsurance treaties for any other reason, could have a material adverse impact on our business, results of operations or financial condition. Prolonged or severe adverse mortality or morbidity experience could result in increased reinsurance costs, and ultimately may reduce the availability of reinsurance for future life insurance sales, if available at all. If, for new sales, we are

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unable to maintain our current level of reinsurance or purchase new reinsurance protection in amounts that we consider sufficient, we would either have to be willing to accept an increase in our net exposures, revise our pricing to reflect higher reinsurance premiums or limit the amount of new business written on any individual life. If this were to occur, we may be exposed to reduced profitability and cash flow strain or we may not be able to price new business at competitive rates. The premium rates and other fees that we charge are based, in part, on the assumption that reinsurance will be available at a certain cost. If a reinsurer raises the rates that it charges on a block of in-force business, we may not be able to pass the increased costs onto our customers and our profitability will be negatively impacted. Additionally, such a rate increase could result in our recapturing of the business, which may result in a need to maintain additional reserves, reduce reinsurance receivables and expose us to greater risks.

Hedging Programs—We use a hedging program to mitigate a portion of the unreinsured risks we face in, among other areas, the GMxB features of our variable annuity products and minimum crediting rates on our variable annuity and life products from unfavorable changes in benefit exposures due to movements in the capital markets. In certain cases, however, we may not be able to effectively apply these techniques because the derivatives markets in question may not be of sufficient size or liquidity or there could be an operational error in the application of our hedging strategy or for other reasons. The operation of our hedging programs is based on models involving numerous estimates and assumptions. There can be no assurance that ultimate actual experience will not differ materially from our assumptions, particularly, but not only, during periods of high market volatility, which could adversely impact our business, results of operations or financial condition. For example, in the past, due to, among other things, levels of volatility in the equity and interest rate markets above our assumptions as well as deviations between actual and assumed surrender and withdrawal rates, gains from our hedging programs did not fully offset the economic effect of the increase in the potential net benefits payable under the GMxB features offered in certain of our products. If these circumstances were to re-occur in the future or if, for other reasons, results from our hedging programs in the future do not correlate with the economic effect of changes in benefit exposures to customers, we could experience economic losses which could have a material adverse impact on our business, results of operations or financial condition. Additionally, our strategies may result in under or over-hedging our liability exposure, which could result in an increase in our hedging losses and greater volatility in our earnings and have a material adverse effect on our business, results of operations or financial condition. For further discussion, see “—Risks Relating to Estimates, Assumptions and Valuations—Our risk management policies and procedures.”

Our reinsurance arrangement with affiliated entities.

Affiliated Captive

The reinsurance arrangement with EQ AZ Life Re (the “Affiliated Captive”) provides important capital management benefits to Equitable Financial. Under applicable statutory accounting rules, Equitable Financial is currently, and will in the future be, entitled to a credit in its calculations of reserves for amounts reinsured to the Affiliated Captive, to the extent the Affiliated Captive holds assets in trust or provides letters of credit or other financing acceptable to the domestic regulator of Equitable Financial. The level of assets required to be maintained in the trust fluctuates based on market and interest rate movements, age of the policies, mortality experience and policyholder behavior. Increasing reserve requirements may necessitate that additional assets be placed in trust or additional letters of credit secured, which could impact the liquidity of the Affiliated Captive.

Offshore Affiliate

The reinsurance arrangement with Equitable America and Equitable Bermuda (the “Offshore Affiliate”) provides important capital management benefits to Equitable America. Under applicable statutory accounting rules, Equitable America is currently, and will in the future be, entitled to a credit in their calculations of reserves for amounts reinsured to the Offshore Affiliate. However, if the Offshore Affiliate loses its reciprocal jurisdiction reinsurer status in Arizona, the Offshore Affiliate will have to maintain collateral equal to the U.S. statutory accounting reserve for Equitable America to retain this credit. We cannot be certain that the Offshore Affiliate will be able to maintain this collateral.

Risks Relating to Our Products, Our Structure and Product Distribution

GMxB features within certain of our products.

Certain of the variable annuity products we offer and certain in-force variable annuity products we offered historically, and certain variable annuity risks we assumed historically through reinsurance, include GMxB features. We also offer index-linked variable annuities with guarantees against a defined floor on losses. GMxB features are designed to offer protection to policyholders against changes in equity markets and interest rates. Any such periods of significant and sustained negative or low Separate Accounts returns, increased equity volatility or reduced interest rates will result in an increase in the valuation of

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our liabilities associated with those products. In addition, if the Separate Account assets consisting of fixed income securities, which support the guaranteed index-linked return feature, are insufficient to reflect a period of sustained growth in the equity-index on which the product is based, we may be required to support such Separate Accounts with assets from our General Account and increase our liabilities. An increase in these liabilities would result in a decrease in our net income and depending on the magnitude of any such increase, could materially and adversely affect our financial condition, including our capitalization, as well as the financial strength ratings which are necessary to support our product sales.

Additionally, we make assumptions regarding policyholder behavior at the time of pricing and in selecting and using the GMxB features inherent within our products. An increase in the valuation of the liability could result to the extent emerging and actual experience deviates from these policyholder option use assumptions. If we update our assumptions based on our actuarial assumption review, we could be required to increase the liabilities we record for future policy benefits and claims to a level that may materially and adversely affect our business, results of operations or financial condition which, in certain circumstances, could impair our solvency. In addition, we have in the past updated our assumptions on policyholder behavior, which has negatively impacted our net income, and there can be no assurance that similar updates will not be required in the future.

In addition, hedging instruments may not effectively offset the costs of GMxB features or may otherwise be insufficient in relation to our obligations. Furthermore, we are subject to the risk that changes in policyholder behavior or mortality, combined with adverse market events, could produce economic losses not addressed by our risk management techniques. These factors, individually or collectively, may have a material adverse effect on our business, results of operations, including net income, capitalization, financial condition or liquidity including our ability to receive dividends from our insurance subsidiaries.

The amount of statutory capital that we have and the amount of statutory capital we must hold to meet our statutory capital requirements and our financial strength and credit ratings can vary significantly.

In any particular year, statutory surplus amounts and RBC ratios may increase or decrease depending on a variety of factors. For further information on the NAIC review of the RBC treatment of certain complex assets in which insurers have invested during recent years, see “Business—Regulation—Insurance Regulation—Risk Based Capital.” Additionally, state insurance regulators have significant leeway in how to interpret existing regulations, which could further impact the amount of statutory capital or reserves that we must maintain. Equitable Financial is primarily regulated by the NYDFS, which from time to time has taken more stringent positions than other state insurance regulators on matters affecting, among other things, statutory capital or reserves. In certain circumstances, particularly those involving significant market declines, the effect of these more stringent positions may be that our financial condition appears to be worse than competitors who are not subject to the same stringent standards, which could have a material adverse impact on our business, results of operations or financial condition. Moreover, rating agencies may implement changes to their internal models that have the effect of increasing or decreasing the amount of capital our insurance subsidiaries must hold in order to maintain their current ratings. To the extent that our statutory capital resources are deemed to be insufficient to maintain a particular rating by one or more rating agencies, our insurance subsidiaries’ financial strength and credit ratings might be downgraded by one or more rating agencies. There can be no assurance that any of our insurance subsidiaries will be able to maintain its current RBC ratio in the future or that its RBC ratio will not fall to a level that could have a material adverse effect on our business, results of operations or financial condition.

The failure of any of our insurance subsidiaries to meet its applicable RBC requirements or minimum capital and surplus requirements could subject it to further examination or corrective action imposed by insurance regulators, including limitations on its ability to write additional business, supervision by regulators, rehabilitation, or seizure or liquidation. Any corrective action imposed could have a material adverse effect on our business, results of operations or financial condition. A decline in RBC ratios may limit the ability of an insurance subsidiary to pay dividends or distributions to us, could result in a loss of customers or new business, and could be a factor in causing ratings agencies to downgrade the insurer’s financial strength ratings, each of which could have a material adverse effect on our business, results of operations or financial condition.

A downgrade in our financial strength and claims-paying ratings.

Claims-paying and financial strength ratings are important factors in establishing the competitive position of insurance companies. They indicate the rating agencies’ opinions regarding an insurance company’s ability to meet policyholder obligations and are important to maintaining public confidence in our products and our competitive position. A downgrade of our ratings or those of Equitable Financial, Equitable America or Holdings could adversely affect our business, results of operations or financial condition by, among other things, reducing new sales of our products, increasing surrenders and withdrawals from our existing contracts, possibly requiring us to reduce prices or take other actions for many of our products and services to remain competitive, or adversely affecting our ability to obtain reinsurance or obtain reasonable pricing on reinsurance. A downgrade in our ratings may also adversely affect our ability to hedge our risks, our cost of raising capital or limit our access to capital.

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A loss of, or significant change in, key product distribution relationships.

We distribute certain products under agreements with third-party distributors and other members of the financial services industry that are not affiliated with us. We compete with other financial institutions to attract and retain commercial relationships in each of these channels. An interruption or significant change in certain key relationships could materially and adversely affect our ability to market our products and could have a material adverse effect on our business, results of operation or financial condition. Distributors may elect to alter, reduce or terminate their distribution relationships with us, including for such reasons as changes in our distribution strategy, adverse developments in our business, adverse rating agency actions or concerns about market-related risks. Alternatively, we may terminate one or more distribution agreements due to, for example, a loss of confidence in, or a change in control of, one of the third-party distributors, which could reduce sales.

We are also at risk that key distribution partners may merge or change their business models in ways that affect how our products are sold, either in response to changing business priorities or as a result of shifts in regulatory supervision or potential changes in state and federal laws and regulations regarding standards of conduct applicable to third-party distributors when providing investment advice to retail and other customers. Our key distribution relationships may also be adversely impacted by regulatory changes that increase the costs associated with marketing or restrict the ability of distribution partners to receive sales and promotion related charges.

Risks Relating to Estimates, Assumptions and Valuations

Our risk management policies and procedures.

Our policies and procedures, including hedging programs, to identify, monitor and manage risks may not be adequate or fully effective. Many of our methods of managing risk and exposures are based upon our use of historical market behavior or statistics based on historical models. As a result, these methods may not predict future exposures, which could be significantly greater than the historical measures indicate. Other risk management methods depend upon the evaluation of information regarding markets, clients, catastrophe occurrence or other matters that is publicly available or otherwise accessible to us, which may not always be accurate, complete, up-to-date or properly evaluated. Management of operational, legal and regulatory risks requires, among other things, policies and procedures to record and verify large numbers of transactions and events. These policies and procedures may not be fully effective.

We employ various strategies to mitigate risks inherent in our business and operations. These risks include current or future changes in the fair value of our assets and liabilities, current or future changes in cash flows, the effect of interest rates, equity markets and credit spread changes, the occurrence of credit defaults and changes in mortality and longevity. We seek to control these risks by, among other things, entering into reinsurance contracts and through our hedging programs. Developing an effective strategy for dealing with these risks is complex, and no strategy can completely insulate us from such risks. Our hedging strategies also rely on assumptions and projections that may prove to be incorrect or prove to be inadequate. Moreover, definitions used in our derivatives contracts may differ from those used in the contract being hedged. Accordingly, our hedging activities may not have the desired beneficial impact on our business, results of operations or financial condition. As U.S. GAAP accounting differs from the methods used to determine regulatory reserves and rating agency capital requirements, our hedging program tends to create earnings volatility in our U.S. GAAP financial statements. Further, the nature, timing, design or execution of our hedging transactions could actually increase our risks and losses. Our hedging strategies and the derivatives that we use, or may use in the future, may not adequately mitigate or offset the hedged risk and our hedging transactions may result in losses, including both losses based on the risk being hedged as well as losses based on the derivative. The terms of the derivatives and other instruments used to hedge the stated risks may not match those of the instruments they are hedging which could cause unpredictability in results.

Our reserves could be inadequate and product profitability could decrease due to differences between our actual experience and management’s estimates and assumptions.

Our reserve requirements for our direct and reinsurance assumed business are calculated based on a number of estimates and assumptions, including estimates and assumptions related to future mortality, morbidity, longevity, persistency, interest rates, future equity performance, reinvestment rates, claims experience and policyholder elections (i.e., the exercise or non-exercise of rights by policyholders under the contracts). The assumptions and estimates used in connection with the reserve estimation process are inherently uncertain and involve the exercise of significant judgment. We review the appropriateness of reserves and the underlying assumptions at least annually and, if necessary, update our assumptions as additional information becomes available. We cannot, however, determine with precision the amounts that we will pay for, or the timing of payment of, actual benefits and claims or whether the assets supporting the policy liabilities will grow to the level assumed prior to payment of benefits or claims. Our claim costs could increase significantly, and our reserves could be inadequate if actual results differ significantly from our estimates and assumptions. If so, we will be required to increase reserves or reduce DAC,

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which could materially and adversely impact our business, results of operations or financial condition. Future reserve increases in connection with experience updates could be material and adverse to the results of operations or financial condition of the Company. Future changes as a result of future assumptions reviews could require us to make material additional capital contributions to one or more of our insurance company subsidiaries or could otherwise materially and adversely impact our business, results of operations or financial condition and may negatively and materially impact our stock price.

Significant deviations in actual experience from our pricing assumptions could have an adverse effect on the profitability of our products. If actual persistency is significantly different from that assumed in our current reserving assumptions, our reserves for future policy benefits may prove to be inadequate. Although some of our variable annuity and life insurance products permit us to increase premiums or adjust other charges and credits during the life of the policy or contract, the adjustments permitted under the terms of the policies or contracts may not be sufficient to maintain profitability. Many of our variable annuity and life insurance products do not permit us to increase premiums or adjust other charges and credits or limit those adjustments during the life of the policy or contract. Even if we are permitted under the contract to increase premiums or adjust other charges and credits, we may not be able to do so due to litigation, point of sale disclosures, regulatory reputation and market risk or due to actions by our competitors. In addition, the development of a secondary market for life insurance could adversely affect the profitability of existing business and our pricing assumptions for new business.

Our financial models rely on estimates, assumptions and projections.

We use models in our hedging programs and many other aspects of our operations including, but not limited to, product development and pricing, capital management, the estimation of actuarial reserves, the amortization of DAC, the fair value of the GMIB reinsurance contracts and the valuation of certain other assets and liabilities. These models rely on estimates, assumptions and projections that are inherently uncertain and involve the exercise of significant judgment. Due to the complexity of such models, it is possible that errors in the models could exist and our controls could fail to detect such errors. Failure to detect such errors could materially and adversely impact our business, results of operations or financial condition.

Subjectivity of the determination of the amount of allowances and impairments taken on our investments.

The determination of the amount of allowances and impairments varies by investment type and is based upon our evaluation of known and inherent risks associated with the respective asset class. Management updates its evaluations regularly and reflects changes in allowances and impairments in operations as such evaluations are revised. There can be no assurance that management’s judgments, as reflected in our financial statements, will ultimately prove to be an accurate estimate of the actual diminution in realized value. Historical trends may not be indicative of future impairments or allowances. Additional impairments may need to be taken or allowances provided for in the future that could have a material adverse effect on our business, results of operations or financial condition. Further, rapidly changing and unprecedented credit and equity market conditions could materially impact the valuation of securities as reported within our financial statements and the period-to-period changes in estimated fair value could vary significantly. Decreases in the estimated fair value of securities we hold may have a material adverse effect on our business, results of operations or financial condition.

Risks Relating to Our Asset Management Business

AB’s revenues and results of operations depend on the market value and composition of AB’s AUM.

AB derives most of its revenues from investment advisory and services fees that vary based on the type of service, account size, and total assets managed for a client, and that are typically calculated as a percentage of the value of AUM on a specified date, or as an average over a billing period. Several factors can adversely affect the market value and composition of AB’s AUM, including market factors, client preferences, AB’s investment performance, investing trends, service changes and interest rate changes. A decrease in the market value or amount of AB’s AUM, an adverse shift in the composition of AUM, or a reduction in AB’s fee levels would negatively impact AB’s revenues and, without a corresponding decrease in expenses, would adversely affect AB’s and our operating results.

AB’s reputation could suffer if it is unable to deliver consistent, competitive investment performance.

AB’s business relies on the trust and confidence of its clients. Damage to AB’s reputation, such as from poor or inconsistent investment performance, can significantly reduce AB’s AUM and hinder its ability to maintain or grow its business.

Performance-based fee arrangements with AB’s clients cause greater fluctuations in its net revenues.

AB sometimes charges performance-based fees, which include a base advisory fee plus an additional fee based on investment results. Failure to meet performance targets means no performance-based fee for that period. Performance-based fee

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arrangements can also have a high-watermark provision, meaning that an underperforming client account must recover losses before AB can earn future performance-based fees, which can impair future fee earnings.

AB may be unable to develop new products and services, and the development of new products and services may expose AB to reputational harm, additional costs or operational risk.

AB’s financial performance relies on its ability to quickly adapt to changes in the asset management industry, meet evolving client needs, and develop, market, and manage new investment products and services. Creating new products and services, including those focused on specific industries, sectors, or criteria, requires continuous innovation and significant time, resources, and ongoing support. Introducing new products and services involves substantial risks and uncertainties, such establishing appropriate operational controls, adapting to shifting client and market preferences, facing competition, and complying with regulatory requirements.

AB’s seed capital investments are subject to market risk.

AB has a seed investment program to build track records and support marketing for its new products, but that is subject to market risk. AB’s risk management team oversees a seed hedging program to minimize this risk. Not all seed investments are hedged, and AB’s hedges are imperfect, leaving some market risk. AB may also face basis risk as it cannot always precisely hedge its market exposure, leading to potential relative spreads between market sectors. Consequently, capital market volatility can significantly impact its financial and operating results.

Furthermore, using derivatives, such as futures, forwards, swaps, and options introduces counterparty risk (the risk of credit-related losses if counterparties fail to perform, regulatory risk (e.g., short selling restrictions) and cash/synthetic basis risk (the risk that underlying positions do not move identically to related derivatives).

AB may not accurately value the securities it holds on behalf of its clients or its company investments.

AB has procedures for pricing and valuing securities and other positions in client accounts and for company investments. AB’s Valuation Committee oversees a consistent framework of pricing controls and valuation processes for the firm and its advisory affiliates. If market quotations for a security are unavailable, the Valuation Committee determines its fair value.

Improper valuation of securities, which can result from factors such as extraordinary market volatility, liquidity constraints and failure to consider all factors when determining fair value can result in inaccurate AUM figures, incorrect NAVs for company-sponsored funds, and inaccurate financial reporting. Incorrect valuations can harm AB’s clients, create regulatory issues and damage AB’s reputation.

The quantitative and systematic models AB uses in certain of its investment services may contain errors.

AB uses quantitative and systematic models in many of its investment services, often alongside fundamental research. Due to the complexity and data dependency of these models, errors may occur, resulting in client losses and reputational damage, and AB’s controls might fail to detect the errors.

AB may not successfully manage actual and potential conflicts of interest that arise in its business.

AB must increasingly manage actual and potential conflicts of interest. Failure to manage conflicts appropriately could harm AB’s reputation, operations and business prospects, cause clients to be less willing to engage with AB, and lead to litigation or regulatory enforcement actions.

Changes in the treatment of AB Holding and ABLP as partnerships for tax purposes would have significant tax ramifications.

AB Holding has elected to be taxed as a PTP under Section 7704(g) of the Code with a 3.5% federal tax on its gross income from active business. To maintain such PTP status, AB Holding cannot directly or indirectly (through ABLP) enter into a substantial new line of business. A “new line of business” is defined as one not closely related to ABLP’s historical activities, and it becomes substantial if it generates more than 15% of the partnership’s gross income or uses more than 15% of its total assets (by value).

Additionally, AB Units must not be considered publicly traded to maintain ABLP’s status as a private partnership for U.S. federal income tax purposes. If AB Holding or ABLP were taxed as a corporation for U.S. federal income tax purposes, holders of AB Units would face double taxation: first at the corporate level, then on dividends received.

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Legal and Regulatory Risks

We are heavily regulated.

We are heavily regulated, and regulators continue to increase their oversight over financial services companies. The adoption of new laws, regulations or standards and changes in the interpretation or enforcement of existing laws, regulations or standards have directly affected, and will continue to affect, our business, including making our efforts to comply more expensive and time-consuming. In recent years, insurance regulators and the NAIC have been focused on enhancing regulatory oversight of insurers’ investments in complex assets, such as leveraged loans and CLOs, the use of AI technologies and “big data,” and the management of climate risk. For additional information on regulatory developments and the risks we face, see “Business—Regulation”.

Our retirement and protection business is subject to a complex and extensive array of state and federal tax, securities, insurance and employee benefit plan laws and regulations, which are administered and enforced by a number of different governmental and self-regulatory authorities, including, among others, state insurance regulators, state securities administrators, state banking authorities, the SEC, FINRA, the DOL and the IRS. Failure to administer our retirement and protection products in accordance with contract provisions or applicable law, or to meet any of these complex tax, securities or insurance requirements could subject us to administrative penalties imposed by a governmental or self-regulatory authority, unanticipated costs associated with remedying such failure or other claims, litigation, harm to our reputation, or interruption of our operations.

Certain of our insurance subsidiaries are required to file periodic and other reports within certain time periods imposed by U.S. federal securities laws, rules and regulations. Failure to file such reports within the designated time period or failure to accurately report our financial condition or results of operations could require these insurance subsidiaries to curtail or cease sales of certain of our products or delay the launch of new products or new features, which could cause a significant disruption in the business of our insurance subsidiaries. If our affiliated and third-party distribution platforms are required to curtail or cease sales of our products, we may lose shelf space for our products indefinitely, even once we are able to resume sales.

Virtually all aspects of our asset management business are subject to federal and state laws and regulations, rules of securities regulators and exchanges, and laws and regulations certain foreign jurisdictions in which we conduct business. If we violate these laws or regulations, we could be subject to civil liability, criminal liability or sanction, including restriction or revocation of our professional licenses or registrations or our ability to serve as an investment adviser to registered investment companies or as a qualified professional asset manager for employee benefit plans, revocation of the licenses of our employees, censures, fines, restrictions from relying on the issuance safe harbor of Regulation D under the Securities Act when issuing securities or causing our clients not to be able to rely on Regulation D if we act as an investment adviser, placement agent or promoter for the client or to refers clients to private funds or temporary suspension or permanent bar from conducting business. Any such liability or sanction could have a material adverse effect on our business, results of operations or financial condition. A regulatory proceeding could require substantial expenditures of time and money, trigger termination or default rights under contracts to which we are a party and could potentially damage our reputation.

Our Bermuda-based insurance subsidiary is subject to regulation in Bermuda where the BMA has broad supervisory and administrative powers relating to the granting and revoking of the conditions to an insurer’s registration in Bermuda which may limit its ability to transact reinsurance business, including, among others, requiring the BMA’s prior approval to enter into specific reinsurance transactions, prescribing minimum capital and solvency requirements, limitations on dividends, returning capital or otherwise making distributions to shareholders, the nature of and limitations on investments, and the filing of financial statements in accordance with prescribed or permitted statutory accounting practices.

Finally, regulators have proposed, imposed and may continue to impose new requirements or issue new guidance aimed at addressing or mitigating climate change-related risks and further regulating the industries in which we operate. These new or pending regulatory initiatives could result in increased compliance cost to our businesses and changes to our corporate governance and risk management practices. It is difficult to predict how the new administration will impact these or other regulatory initiatives. “Business—Regulation”.

Changes in U.S. tax laws and regulations or interpretations thereof.

Changes in tax laws and regulations or interpretations of such laws, including U.S. tax reform, could increase our corporate taxes and reduce our earnings. Changes may increase our ETR or have implications that make our products less attractive to consumers. Tax authorities may enact laws, change regulations to increase existing taxes, or add new types of taxes and authorities who have not imposed taxes in the past, may impose additional taxes. Any such changes may harm our business, results of operations or financial condition.

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Legal proceedings and regulatory actions.

A number of lawsuits and regulatory inquiries have been filed or commenced against us and other financial services companies in the jurisdictions in which we do business. Some of these matters have resulted in the award of substantial fines and judgments, including material amounts of punitive damages, or in substantial settlements. We face a significant risk of, and from time to time we are involved in, such actions and proceedings, including class action lawsuits. The frequency of large damage awards, including large punitive damage awards and regulatory fines that bear little or no relation to actual economic damages incurred, continues to create the potential for an unpredictable judgment in any given matter. In addition, investigations or examinations by federal and state regulators and other governmental and self-regulatory agencies could result in legal proceedings (including securities class actions and stockholder derivative litigation), adverse publicity, sanctions, fines and other costs. A substantial legal liability or a significant federal, state or other regulatory action against us, as well as regulatory inquiries or investigations, may divert management’s time and attention, could create adverse publicity and harm our reputation, result in material fines or penalties, result in significant expense, including legal and settlement costs, and otherwise have a material adverse effect on our business, results of operations or financial condition. For information regarding legal proceedings and regulatory actions pending against us, see Note 19 of the Notes to the Consolidated Financial Statements.

Risks Relating to Our Common Stock

Certain provisions in our certificate of incorporation and by-laws.

Our third amended and restated certificate of incorporation and our seventh amended and restated by-laws include a number of provisions that may discourage, delay or prevent a change in our management or prevent a takeover attempt that stockholders may consider favorable. These provisions may prevent our stockholders from receiving the benefit from any premium to the market price of our common stock offered in a takeover context or may even adversely affect the price of our common stock if the provisions discourage takeover attempts. Our third amended and restated certificate of incorporation and amended and seventh restated by-laws may also make it difficult for stockholders to replace or remove our management.

We have designated a sole and exclusive forum for certain litigation that may be initiated by our stockholders.

Our third amended and restated certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware is, to the fullest extent permitted by law, be the sole and exclusive forum for a number of actions. Notwithstanding the foregoing, the exclusive provision shall not preclude or contract the scope of exclusive federal or concurrent jurisdiction for actions brought under the Exchange Act or the Securities Act or the respective rules and regulations promulgated thereunder.

General Risks

Competition from other insurance companies, banks, asset managers and other financial institutions.

We face strong competition from others offering the types of products and services we provide. It is difficult to provide unique retirement and protection or asset management products because, once such products are made available to the public, they often are reproduced and offered by our competitors. If competitors charge lower fees for similar products or services, we may decide to reduce the fees on our own products or services in order to retain or attract customers.

Competition may adversely impact our market share and profitability. Many of our competitors are large and well-established and some have greater market share or breadth of distribution, offer a broader range of products, services or features, assume a greater level of risk, have greater financial resources, have higher claims-paying or credit ratings, have better brand recognition or have more established relationships with clients than we do. We also face competition from new market entrants or non-traditional or online competitors, many of whom are leveraging digital technology that may challenge the position of traditional financial service companies. Due to the competitive nature of the financial services industry, there can be no assurance that we will continue to effectively compete within the industry or that competition will not materially and adversely impact our business, results of operations or financial condition.

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Protecting our intellectual property.

We rely on a combination of contractual rights, copyright, trademark and trade secret laws to establish and protect our intellectual property. Third parties may infringe or misappropriate our intellectual property. The loss of intellectual property protection or the inability to secure or enforce the protection of our intellectual property assets could have a material adverse effect on our business and our ability to compete. Third parties may have, or may eventually be issued, patents or other protections that could be infringed by our products, methods, processes or services or could limit our ability to offer certain product features. If we were found to have infringed or misappropriated a third-party patent or other intellectual property right, we could in some circumstances be enjoined from providing certain products or services to our customers or from using and benefiting from certain patents, copyrights, trademarks, trade secrets or licenses. Alternatively, we could be required to enter into costly licensing arrangements with third parties or implement a costly alternative. Any of these scenarios could harm our reputation and have a material adverse effect on our business, results of operations or financial condition.

Part I, Item 1B.

UNRESOLVED STAFF COMMENTS

None.

Part I, Item 1C.

CYBERSECURITY

Overview of Our Cybersecurity Risk Management

Equitable has implemented and maintains a formal cybersecurity program (the “Program”) to assess, identify and manage material risks from cybersecurity threats. The Program is based on and leverages industry-leading frameworks, including the National Institute of Standards and Technology Cyber Security Framework, which provides standards, guidelines and best practices for managing cybersecurity risk, as well as the organization, improvement and assessment of the Program. Equitable’s Chief Information Security Officer (“CISO”), who reports to its Chief Information Officer, manages the Program through an information security team organized into five functional areas (as outlined below). The CISO also establishes and monitors compliance with our internal controls using published standards, cybersecurity software and similar tools, and control assurance reviews. These five areas also work closely with our IT team to provide expertise and guidance to help manage risks and controls related to cybersecurity.

The information security team’s five functional areas consist of:

•Information Security Governance, Risk and Strategic Program Management – this includes cybersecurity policy lifecycle and regulatory change management, enterprise and role-based security awareness and training programs (including phishing campaigns), cyber risk management, strategy and program management and communications and reporting.

•Information Security Compliance – this includes cybersecurity assurance reviews, acting as a liaison for cybersecurity-related regulatory reviews and audits (both internal and external), support for third-party vendor security reviews, and IT financial controls oversight.

•Security Operations and Intelligence – this includes security operations center management, cyber incident lifecycle management, threat intelligence monitoring, vulnerability management and tabletop exercises.

•Identity and Access Management – this includes identity governance and administration, access recertification, and management of multi-factor authentication processes and password vaults.

•Security Architecture and Engineering – this includes establishing cybersecurity-related technical standards and baselines, reviews of any proposed exceptions to those standards, participating in architectural and software review processes and providing security engineering services for cybersecurity tools/solutions as well as with IT network and infrastructure teams.

Equitable continues to prioritize the security of its technology and sensitive data through investments in cybersecurity detection and prevention technologies as well as employee communications and training. As part of its cyber-incident readiness program, Equitable regularly conducts cyber exercises and readiness assessments, penetration testing and independent control reviews to validate and protect the confidentiality, integrity and availability of our information systems. Equitable also conducts

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annual security awareness training and periodic phishing simulation exercises to train employees to recognize and report phishing attacks, as well as other supplemental training organized by the information security team.

Equitable also regularly engages external consultants to develop or refresh target operating models, roadmaps, and new technologies and solutions for managing key cybersecurity risks. These engagements provide an external view that incorporates solutions to address evolving technologies and threats, and also aids with strategic alignment of vendors to achieve cyber risk reduction goals in a cost-effective manner. External consultants also perform penetration testing, advise on cyber incident response preparedness, conduct tabletop exercises, support security operations center activities, and perform third-party vendor cyber risk reviews.

The Program uses a risk-based approach to requiring Equitable’s third-party service providers to maintain security controls designed to ensure the integrity, confidentiality, and availability of the providers’ systems and the confidential and sensitive information that the provider maintains and processes on Equitable’s behalf. A third-party service provider risk team performs cybersecurity assessments on third-party service providers with support from information security compliance to evaluate the provider’s controls based on the level of risk that the provider’s services or solutions may present to Equitable. Relevant provisions of service provider contracts require providers to implement enhanced or heightened levels of controls, as applicable. This assessment is a part of Equitable’s overall corporate sourcing and procurement management process, and the corporate sourcing and procurement team separately tracks and reports any exceptions or compliance action plans to the same executive management-level committees to which the CISO provides cybersecurity risk updates, as discussed more fully below.

Equitable also maintains an Operational Resilience program managed by the enterprise risk management function that aims to protect its people, customers, and brand by sustaining critical services at defined levels while responding to expected and unexpected disruptions and adapting to changes in its operating environment. The Operational Resilience program includes a consultative process to identify critical resources across the organization to prioritize for recovery during a crisis such as business processes, applications, staffing, hardware/software and recovery timeframes. Under that program, both critical and non-critical applications are required to have a documented application recovery plan, and all business units are required to have a documented business continuity plan. Each of these plans is required to be certified annually and is tested periodically, with test results tracked and documented for distribution to designated management teams.

During the fiscal year of this Report, Equitable has not identified risks from cybersecurity threats that have materially affected or are reasonably anticipated to materially affect the organization. Nevertheless, we recognize that cybersecurity threats are ongoing and evolving, and we continue to remain vigilant. For more information on our cybersecurity risks, see “Risk Factors—Risks Relating to Our Operations—Failure to protect the confidentiality of customer information or proprietary business information” and “Risk Factors—Risks Relating to Our Operations—Failure to protect the confidentiality, integrity, or availability of customer information or proprietary business information.”

Governance of Cybersecurity Risk Management

The Program is overseen by the CISO, who has over 20 years of experience in cybersecurity roles, holds over 10 cyber-related industry certifications, is a Series 99 FINRA licensed Operations Professional, and has a Bachelor of Science degree in Computer Systems & Networking as well as a Master’s degree in business administration. It is integrated into Equitable’s overall Enterprise Risk Management (ERM) program to identify, evaluate and manage risks, which is managed by Equitable’s risk management area and overseen by its Chief Risk Officer, who reports directly to its Chief Executive Officer. Under the ERM program, cybersecurity risks are evaluated alongside and consistent with the evaluation of other business risks, with the information security team providing subject matter expertise with respect to the identification, assessment, and tracking of cybersecurity risks pursuant to guidelines established as part of the ERM program. Various cross-functional committees within Equitable also meet on a regular basis to review risks, mitigation plans and projects that impact Equitable’s IT systems. In addition, Equitable’s Program is assessed on at least an annual basis by its internal audit function, including an assessment of control effectiveness related to designated risk scenarios.

The information security team also works with other areas of Equitable, including enterprise risk management, data privacy, compliance, internal audit, and fraud to coordinate and align (i) risk management processes (e.g., identification, assessment, and management), and (ii) reporting to senior management, the Board of Directors and certain committees thereof. More specifically, the information security team uses its subject matter expertise to tailor the risk assessment process for evaluation of cybersecurity risks while enterprise risk management establishes overall corporate risk policy and risk tolerance levels. In addition, a cross-functional team which includes members of the above-referenced areas routinely monitors threat intelligence feeds and evaluates emerging threats. Key risks are escalated and reported to executive management and the Board or committees thereof, via (i) an established cadence of at least quarterly cybersecurity updates, (ii) an incident response plan

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with respect to risks related to cybersecurity incidents meeting a defined threshold, and (iii) ad hoc meetings between the CISO and executive management and/or Board members as necessary.

The CISO provides regular updates regarding the Program and cybersecurity risks to Equitable’s Information Risk and Data Protection committee, comprised of members of executive management, and also provides quarterly updates to the Audit Committee of Equitable’s Board of Directors, which oversees cybersecurity risk. In addition to receiving quarterly updates from the CISO, the Audit Committee receives reports on cybersecurity risks from our internal audit function, and also periodically receives reports from an external cybersecurity advisor. The Board receives quarterly reports from the Audit Committee, and also receives at least annual updates on the Program and cybersecurity risks from the CISO. The CISO also meets on an individual basis at least quarterly, or more frequently as needed, with members of executive management with cybersecurity oversight responsibility, and has the authority to escalate disagreements with management regarding cybersecurity risks and management of such risks directly to the Board of Directors.

Periodic updates regarding the Operational Resilience program are provided by Equitable’s Chief Risk Officer or a designee to its Audit Risk and Compliance Committee, comprised of members of executive management, as well as the Information Risk and Data Protection Committee and the Audit Committee.

Under Holdings’s service agreement with Equitable Financial, Equitable Financial provides personnel services, employee benefits, facilities, supplies and equipment to Holdings to conduct its business. Included in these services are the cybersecurity monitoring and oversight procedures described herein.

The information contained herein does not apply to Holdings’s subsidiary, AllianceBernstein, which has its own information systems and cybersecurity program to address cybersecurity risks associated with those systems. That program includes reporting of cybersecurity incidents impacting AB’s information systems to our CISO if they meet a defined threshold. For additional information regarding AB’s cybersecurity program, see Part I, Item 1C of AB’s Annual Report on Form 10-K for the year ended December 31, 2025.

Part I, Item 2.

PROPERTIES

Our principal executive offices are located at 1345 Avenue of the Americas, New York, NY pursuant to a lease that will expire in 2039. We also have significant office space leases in Syracuse, NY, pursuant to a lease that will expire in 2028, and in Charlotte, NC, where we occupy space under a lease that expires in 2028.

AB’s principal executive offices at 501 Commerce Street, Nashville, TN are occupied pursuant to a 15-year lease expiring in 2036. In addition, AB has a 20-year lease agreement in New York, NY at 66 Hudson Boulevard that expires in 2044. AB also leases space in San Antonio, TX under a lease expiring in 2029. Additionally, AB leases space in Pune, India under two leases, one of which expires in 2032 and the other which expires in 2033.

Part I, Item 3.

LEGAL PROCEEDINGS

For information regarding certain legal proceedings pending against us, see Note 19 of the Notes to the Consolidated Financial Statements. See “Risk Factors—Legal and Regulatory Risks—Legal proceedings and regulatory actions.”

Part I, Item 4.

MINE SAFETY DISCLOSURES

Not Applicable.

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Part II, Item 5.

MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

General

Our common stock, par value $0.01 per share, began trading on the NYSE under the symbol “EQH” on May 10, 2018. As of January 28, 2026, there were four shareholders of record, which differs from the number of beneficial owners of our common stock.

Dividends

The declaration, payment and amount of future dividends is subject to the discretion of our Board of Directors (the “Board”) 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 Preferred Stock, the Series B Preferred Stock and the Series C Preferred Stock, for the last proceeding dividend period. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Dividends Declared and Paid” for further information regarding common stock dividends.

Equity Compensation Plan

For information regarding our equity compensation plan, see “Security Ownership of Certain Beneficial Owners and Related Stockholder Matters”—“Equity Compensation Plan Information.”

Purchases of Equity Securities by the Issuer

The following table summarizes Holdings’ repurchases of its common stock during the three months ended December 31, 2025.

Period	Total Number of Shares (or Units) Purchased	Average Price Paid per Share (or Unit)		Total Number of Shares (or Units) Purchased as Part of Publicly Announced Programs	Approximate Dollar Value of Shares (or Units) that May Yet Be Purchased Under the Program (1)
Month #1 (October 1-31)	2,549,562	$	49.03	2,549,562	$	1,152,599,537
Month #2 (November 1-30)	1,743,122	$	44.98	1,743,122	$	1,074,199,791
Month #3 (December 1-31)	1,561,835	$	47.06	1,561,835	$	1,000,700,171
Total	5,854,519	$	47.30	5,854,519	$	1,000,700,171

_____________

(1)See Note 22 of the Notes to the Consolidated Financial Statements for the Share Repurchase program.

Holdings may choose to suspend or discontinue the repurchase program at any time. The repurchase program does not obligate Holdings to purchase any particular number of shares. During the three months ended December 31, 2025, the Company repurchased approximately 6 million shares of its common stock, at a total cost of approximately $277 million. The repurchased common stock was recorded as treasury stock in the consolidated balance sheets and the accelerated share repurchases were retired.

Stock Performance Graph

Effective January 18, 2024, the S&P Dow Jones Indices added Holdings to the S&P MidCap 400 Index. We believe this index consists of a more appropriate peer group and our inclusion will increase our visibility and exposure to a broader investor base. Where Holdings previously used the S&P 500 index for benchmarking purposes, going forward, it will use the Standard & Poor’s 400 indices as shown in the graph and table below, which present Holdings’ cumulative total shareholder return relative to the performance of: (1) the S&P MidCap 400 Index; (2) the S&P MidCap 400 Insurance Industry Index; (3) the S&P MidCap 400 Financials Index; and (4) the S&P 500, respectively, for the year ended December 31, 2025, commencing May 14, 2018 (our initial day of “regular-way” trading on the NYSE).

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All values assume a $100 initial investment in the Holdings’ common stock on the NYSE and data for each of the S&P MidCap 400 Index, the S&P MidCap 400 Insurance Industry Index, the S&P MidCap 400 Financials Index and the S&P 500 assume all dividends were reinvested on the date paid. The points on the graph and the values in the table represent quarter-end values based on the last trading day of each quarter. The comparisons are based on historical data and are not indicative of, nor intended to forecast, the future performance of our common stock.

	May 14, 2018		Dec 31, 2018		Dec 31, 2019		Dec 31, 2020		Dec 31, 2021		Dec 31, 2022		Dec 31, 2023		Dec 31, 2024		Dec 31, 2025
Equitable Holdings, Inc.	$	100.00	$	78.71	$	120.53	$	127.79	$	169.33	$	151.10	$	179.74	$	256.88	$	268.84
S&P 400	$	100.00	$	86.86	$	109.59	$	124.55	$	155.36	$	135.01	$	157.13	$	179.31	$	192.31
S&P 400 Financials	$	100.00	$	80.92	$	102.19	$	100.47	$	133.57	$	128.93	$	139.30	$	186.63	$	187.96
S&P 400 Insurance	$	100.00	$	97.61	$	123.50	$	114.11	$	139.02	$	151.58	$	176.30	$	202.84	$	228.90
S&P 500	$	100.00	$	93.08	$	122.39	$	144.74	$	183.22	$	152.62	$	192.52	$	225.85	$	259.33

Part II, Item 6.                     RESERVED

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Part II, Item 7.     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 conjunction with our annual financial statements included elsewhere herein. 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. Factors that could or do contribute to these differences include those factors discussed below and elsewhere in this Form 10-K, particularly under the captions “Risk Factors” and “Note Regarding Forward-Looking Statements and Information.”

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 three segments: Retirement, Asset Management and Wealth Management. We report certain activities and items that are not included in these segments in Corporate and Other. Prior period results have been revised in connection with updates to our reportable segments. See Note 21 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 July 31, 2025, Equitable Financial, as well as Equitable America and Equitable Financial L&A (each a “Ceding Company” and, collectively, the “Ceding Companies”), completed the master transaction agreement with RGA entered into on February 23, 2025 pursuant to which and subject to the terms and conditions set forth in such agreement, RGA entered into reinsurance agreements, as reinsurer, with each Ceding Company, to effect the RGA Reinsurance Transaction.

At the closing of the transaction, (i) each of Equitable Financial and Equitable America entered into a separate coinsurance and modified coinsurance agreement with RGA and (ii) Equitable Financial L&A entered into a coinsurance agreement with RGA, each with an effective date of April 1, 2025, pursuant to which each ceding company ceded to RGA a 75% quota share of such ceding company’s in-force individual life insurance block and Closed Block. At the closing of the transaction, assets supporting the general account liabilities relating to the reinsured contracts were deposited into a trust account for the benefit of Equitable Financial and a trust account for the benefit of Equitable America and Equitable Financial L&A, which assets will secure RGA’s obligations to each ceding company under the applicable reinsurance agreement. Equitable Financial and Equitable America reinsured the applicable separate accounts and closed block relating to the applicable reinsured contracts on a modified coinsurance basis. In addition, the investment of assets in each trust account will be subject to investment guidelines and certain capital adequacy related triggers will require enhanced funding. The reinsurance agreements also contain additional counterparty risk management and mitigation provisions. Each ceding company will continue to administer the applicable reinsured contracts.

As part of the transaction, on June 16, 2025, ABLP entered into an investment advisory agreement with RGA, pursuant to which AB will manage certain assets to be specified representing approximately 70% of assets supporting the reserves associated with the ceded policies under the reinsurance agreements.

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 GMIB and/or GMDB guarantees reinsured by Venerable under the combined co-insurance and modified coinsurance basis agreement executed on June 1, 2021.

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As a result of the novation of certain Legacy VA policies completed during the first quarter 2025, 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 purchased 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. Purchased 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 associated with the counterparty. 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 decrease 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 to reinsurers of $432 million.

Tender Offer and AB Unit Exchange

On February 24, 2025, Holdings commenced the AB Tender 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 (the “Purchase”) 19.7 million AB Holding Units pursuant to the AB Tender Offer for an aggregate cost of $758 million. The AB Holding Units accepted for purchase represent approximately 17.9% of the outstanding units as of March 31, 2025. On July 10, 2025, AB and Holdings entered into an Amended and Restated Master Exchange Agreement to increase the AB Units that remain available for exchange from 4.8 million AB Units to 19.7 million AB Units, and Holdings exchanged 19.7 million AB Holding Units for an equal number of limited partnership interests in ABLP. The exchange had no effect on Holdings’ economic interest in AB.

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. stocks finished higher in the fourth quarter of 2025, despite a long government shutdown and signs of a cooling labor market. The S&P 500 gained 2.7% for the quarter and delivered about 18% for the year, its third straight year of double‑digit returns. Small‑cap stocks, represented by the Russell 2000, rose 2.2% in the fourth quarter and ended the year up 13%.

Despite the above, a wide variety of factors continue to impact global financial and economic conditions. These factors include, among others, uncertainty regarding the federal debt limit, volatility in the capital markets, equity market declines, plateauing or decreasing economic growth, high fuel and energy costs, changes in fiscal or monetary policy and geopolitical tensions. The Russian invasion of the Ukraine, Middle Eastern hostilities, and the ensuing conflicts and the sanctions and other measures imposed in response to these conflicts, tariffs and trade disputes, significantly increased the level of volatility in the financial markets and have increased the level of economic and political uncertainty.

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, which fell three times in 2025, including by 0.25% in December 2025. However, the Federal Reserve signaled a more cautious approach for 2026, which contributed to some late-year market volatility. 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 will continue to 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

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and capital market prices, see “Risk Factors—Risks Relating to Conditions in the Financial Markets and Economy” and “Quantitative and Qualitative Disclosures About Market Risk.”

Regulatory Developments

Our life insurance subsidiaries are regulated primarily at the state level, with some policies and products also subject to federal regulation. In addition, Holdings and its insurance subsidiaries are subject to regulation under the insurance holding company laws of various U.S. jurisdictions. Furthermore, 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. For additional information on regulatory developments and the risks we face, see “Business—Regulation” and “Risk Factors—Legal and Regulatory Risks.”

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 of 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.

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 recorded 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

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credit spread is recorded in OCI. See “—Significant Factors Impacting Our Results—Impact of Hedging and GMIB 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

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. These programs include:

•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.

•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 Retirement business and blocks of policies reported in Corporate and Other. (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 judgment and reflect our best estimate as of the date of the applicable financial statements.

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Most of the variable annuity products, VUL insurance and UL 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) UL 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.

Assumption Updates and Model Changes

We conduct our annual review of our assumptions and models during the third quarter of each year. We also update our assumptions as needed in the event we become aware of economic conditions or events that could require a change in our assumptions that we believe may have a significant impact to the carrying value of product liabilities and assets and consequently materially impact our earnings in the period of the change.

Impact of Assumption Updates and Model Changes on Income from Continuing Operations before income taxes and Net income (loss)

The table below presents the impact of our actuarial assumption update to our income (loss) from continuing operations, before income taxes and net income (loss).

	Year Ended December 31,
	2025		2024		2023
	(in millions)
Impact of assumption update on Net income (loss):
Variable annuity product features related assumption update	$	(78)	$	28	$	44
Assumption updates for other business	(2)		(8)		(49)
Impact of assumption updates on Income (loss) from continuing operations, before income tax	(80)		20		(5)
Income tax benefit on assumption update	17		(4)		1
Net income (loss) impact of assumption update	$	(63)	$	16	$	(4)

2025 Assumption Updates

The impact of the economic assumption update in the third quarter 2025 was a decrease of $80 million to income (loss) from continuing operations, before income taxes and a decrease to net income (loss) of $63 million.

The net impact of this assumption update on income (loss) from continuing operations, before income taxes of $80 million consisted of an increase in other income of $6 million, an increase in remeasurement of liability for future policy benefits of $3 million, a decrease in policyholders’ benefits of $1 million and an increase in change in MRBs and purchased MRBs of $84 million.

2024 Assumption Updates

The impact of the economic assumption update in the third quarter 2024 was an increase of $20 million to income (loss) from continuing operations, before income taxes and an increase to net income (loss) of $16 million.

The net impact of this assumption update on income (loss) from continuing operations, before income taxes of $20 million consisted of an increase in other income of $21 million, an increase in remeasurement of liability for future policy benefits of $18 million, a decrease in policyholders’ benefits of $8 million and a decrease in change in MRBs and purchased MRBs of $9 million.

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2023 Assumption Updates

The impact of the economic assumption update during 2024 was a decrease of $5 million to income (loss) from continuing operations, before income taxes and a decrease to net income (loss) of $4 million.

The net impact of this assumption update on income (loss) from continuing operations, before income taxes of $5 million consisted of a decrease in other income of $9 million, an increase in remeasurement of liability for future policy benefits of $51 million, a decrease in policyholders’ benefits of $2 million and a decrease in change in MRBs and purchased MRBs of $53 million.

Model Changes

There were no material model changes during 2025, 2024 and 2023.

Impact of Assumption Updates and Model Changes on Pre-tax Non-GAAP Operating Earnings Adjustments

The table below presents the impact on pre-tax Non-GAAP Operating Earnings of our actuarial assumption updates by segment and Corporate and Other.

	Year Ended December 31,
	2025		2024		2023
	(in millions)
Impact of assumption updates by segment:
Retirement	$	3	$	21	$	1
Corporate and Other	(2)		(17)		14
Total impact on pre-tax Non-GAAP Operating Earnings	$	1	$	4	$	15

2025 Assumption Updates

The impact of our 2025 annual review on Non-GAAP Operating Earnings was favorable by $1 million before taking into consideration the tax impacts, or $1 million after tax.

The net impact of assumption changes on Non-GAAP Operating Earnings increased other income by $5 million, increased remeasurement of liability for future policy benefits by $5 million, and decreased policyholders’ benefits by $1 million. Non-GAAP Operating Earnings excludes items related to variable annuity product features, such as changes in the MRBs and purchased MRBs.

2024 Assumption Updates

The impact of our 2024 annual review on Non-GAAP Operating Earnings was favorable by $4 million before taking into consideration the tax impacts, or $3 million after tax.

The net impact of assumption changes on Non-GAAP Operating Earnings increased other income by $13 million, increased remeasurement of liability for future policy benefits by $18 million and decreased policyholders’ benefits by $9 million. Non-GAAP Operating Earnings excludes items related to variable annuity product features, such as changes in the MRBs and purchased MRBs.

2023 Assumption Updates

The impact of our 2023 annual review on Non-GAAP Operating Earnings was favorable by $15 million before taking into consideration the tax impacts, or $12 million after tax.

The net impact of assumption changes on Non-GAAP Operating Earnings increased other income by $4 million, decreased remeasurement of liability for future policy benefits by $10 million and decreased policyholders’ benefits by $1 million. Non-GAAP Operating Earnings excludes items related to variable annuity product features, such as changes in the MRBs and purchased MRBs.

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Productivity

As part of our continuing efforts to drive productivity improvements, in May 2023, we began a new program expected to achieve $150 million of run-rate expense savings by 2027, of which $120 million has been achieved as of December 31, 2025. We expect to achieve these savings by optimizing our real estate footprint at both Equitable and AB in addition to other initiatives to improve operational efficiency.

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, policy 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. 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:

•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

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•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.

In the third quarter of 2025, the Company updated its net investment income segment reporting to better align with our GAAP segments, as well as the reporting of our spread lending programs' income and expenses. Previously, direct and allocated segment NII were recorded based on assets tied to statutory asset tagging and net statutory liabilities for allocation. To better align with our GAAP segments, the Company changed the recording methodology for direct NII. It is now based on the book yields of assets tied to specific segments, considering general account values plus reserves, net of embedded derivatives. Indirect NII, which was previously allocated based on net statutory liabilities, is now allocated based on general account values and reserves, net of embedded derivatives. Additionally, revenues and expenses from our spread lending programs are now primarily recorded within the Retirement segment. Previously, spread lending revenues and expenses were recorded in Corporate and Other, with the excess of revenues over expenses allocated to the insurance segments based on net statutory liabilities. Prior periods have been revised to reflect these changes.

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:

	Year Ended December 31,
	2025		2024		2023
	(in millions)
Net income (loss) attributable to Holdings	$	(1,380)	$	1,280	$	1,283
Adjustments related to:
Variable annuity product features (1)	2,381		637		593
Investment (gains) losses (2)	1,339		133		713
Net actuarial (gains) losses related to pension and other postretirement benefit obligations	50		60		39
Other adjustments (3) (4) (5)	(75)		93		350
Income tax expense (benefit) related to above adjustments	(776)		(194)		(356)
Non-recurring tax items (6)	202		(5)		(959)
Non-GAAP Operating Earnings (7)	$	1,741	$	2,004	$	1,663

______________

(1)As a result of the novation of certain Legacy VA policies completed during the first quarter of 2025, 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 for the year ended December 31, 2025.

(2)Includes $1.1 billion as a result of assets transferred related to the reinsurance transaction with RGA for the year ended December 31, 2025.

(3)Includes a gain of $304 million on Non-VA derivatives for the year ended December 31, 2025. Also includes $6 million of expense related to a disputed billing practice of an AB third-party service provider for the year ended December 31, 2025 and certain gross legal expenses related to the COI litigation of $106 million and $144 million for the year ended December 31, 2024 and 2023, respectively.

(4)For the year ended December 31, 2024, includes $82 million of the gain on sale on AB's Bernstein Research Service attributable to Holdings.

(5)For the year ended December 31, 2024, includes $78 million contingent payment gain recognized related to a fair value remeasurement of the contingent payment liability associated with AB's acquisition of CarVal in 2022.

(6)Non-recurring tax items primarily reflect the effect of uncertain tax positions for a given audit period. Includes a decrease of the deferred tax valuation allowance of $1.0 billion during year ended December 31, 2023.

(7)This measure is a Non-GAAP financial measure. For an explanation of our use of Non-GAAP financial measures, refer to the “Use of Non-GAAP Financial Measures” and "Glossary of Selected Financial and Product Terms" sections of this document. For a reconciliation of this item to the most directly comparable GAAP measure, refer to the “Non-GAAP Reconciliation” section in this document.

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Non-GAAP Operating ROE

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 year ended December 31, 2025.

	Year Ended December 31, 2025
	(in millions)
Net income (loss) available to Holdings’ common shareholders	$	(1,441)
Average equity attributable to Holdings’ common shareholders, excluding AOCI	$	6,556
Return on average equity attributable to Holdings’ common shareholders, excluding AOCI	(22.0)		%
Non-GAAP Operating Earnings available to Holdings’ common shareholders	$	1,680
Average equity attributable to Holdings’ common shareholders, excluding AOCI	$	6,556
Non-GAAP Operating ROE	25.6		%

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:

	Year Ended December 31,
	2025		2024		2023
	(per share amounts)
Net income (loss) attributable to Holdings	$	(4.63)	$	3.94	$	3.65
Less: Preferred stock dividends	0.20		0.25		0.23
Net income (loss) available to Holdings’ common shareholders	(4.83)		3.69		3.42
Adjustments related to:
Variable annuity product features (1)	7.99		1.96		1.69
Investment (gains) losses (2)	4.49		0.41		2.03
Net actuarial (gains) losses related to pension and other postretirement benefit obligations	0.17		0.19		0.11
Other adjustments (3) (4) (5)	(0.26)		0.29		0.99
Income tax expense (benefit) related to above adjustments	(2.60)		(0.60)		(1.01)
Non-recurring tax items (6)	0.68		(0.02)		(2.73)
Non-GAAP Operating Earnings (7)	$	5.64	$	5.92	$	4.50

______________

(1)As a result of the novation of certain Legacy VA policies completed during the first quarter of 2025, the Company recorded a loss of $1.67 for the year ended December 31, 2025.

(2)Includes $3.84 as a result of assets transferred related to the reinsurance transaction with RGA for the year ended December 31, 2025.

(3)Includes a gain of $1.02 on Non-VA derivatives for the year ended December 31, 2025. Also includes $0.02 of expense related to a disputed billing practice of an AB third-party service provider for the year ended December 31, 2025 and certain gross legal expenses related to the COI litigation of $0.33 and $0.41 for the year ended December 31, 2024 and 2023, respectively.

(4)For the year ended December 31, 2024, includes $0.25 of the gain on sale on AB's Bernstein Research Service attributable to Holdings.

(5)For the year ended December 31, 2024 includes $0.24 contingent payment gain recognized in connection with a fair value remeasurement of the contingent payment liability associated with AB's acquisition of CarVal in 2022.

(6)Non-recurring tax items primarily reflect the effect of uncertain tax positions for a given audit period. Includes a decrease of the deferred tax valuation allowance of $2.84 per common share during year ended December 31, 2023.

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(7)This measure is a Non-GAAP financial measure. For an explanation of our use of Non-GAAP financial measures, refer to the “Use of Non-GAAP Financial Measures” and "Glossary of Selected Financial and Product Terms" sections of this document. For a reconciliation of this item to the most directly comparable GAAP measure, refer to the “Non-GAAP Reconciliation” section in this document.

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 annuity and life insurance policies. Total AUM reflects exclusions between segments to avoid double counting.

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.

Life Reserves

Life reserves equals the aggregate value of policyholders’ account balances and future policy benefits for policies in Corporate and Other.

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.

Our average economic interest in AB was approximately 67%, 61% and 61% for the year ended December 31, 2025, 2024 and 2023, respectively. The increase in economic interest was due to the purchase of AB Holding Units relating to the AB Tender Offer completed on April 3, 2025. On July 1, 2022, AB issued 3.2 million AB Units (with a fair value of $133 million) with the remaining 12.1 million AB units (with a fair value of $456 million) issued on November 1, 2022. AB also recorded a contingent consideration payable of $229 million (to be paid predominantly in AB Units) based on CarVal achieving certain performance objectives over a six-year period ending December 31, 2027. During 2024, AB remeasured the contingent liability and recorded a gain reflected within contingent payment arrangements of $129 million. In December 2024, AB agreed to finalize its contingent consideration liability with CarVal for a value of $134 million. This liability will be paid predominantly in AB units issued within 10 days of December 31, 2027.

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Consolidated Results of Operations

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

Consolidated Statements of Income (Loss)

	Year Ended December 31,
	2025		2024		2023
	(in millions, except per share data)
REVENUES
Policy charges and fee income	$	2,168	$	2,495	$	2,380
Premiums	1,046		1,172		1,095
Net derivative gains (losses)	(2,055)		(2,551)		(2,397)
Net investment income (loss)	5,234		4,881		4,270
Investment gains (losses), net:
Credit losses on available-for-sale debt securities and loans	(68)		(82)		(220)
Other investment gains (losses), net	(1,271)		(51)		(493)
Total investment gains (losses), net	(1,339)		(133)		(713)
Investment management and service fees	5,263		5,263		4,820
Other income	1,348		1,298		1,005
Total revenues	11,665		12,425		10,460
BENEFITS AND OTHER DEDUCTIONS
Policyholders’ benefits	2,395		2,696		2,754
Remeasurement of liability for future policy benefits	38		(6)		86
Change in market risk benefits and purchased market risk benefits	(417)		(1,940)		(1,815)
Interest credited to policyholders’ account balances	3,016		2,493		2,041
Compensation and benefits	2,434		2,451		2,323
Commissions and distribution-related payments	2,093		1,896		1,590
Interest expense	224		226		228
Amortization of deferred policy acquisition costs	789		711		641
Other operating costs and expenses	2,286		1,822		1,898
Total benefits and other deductions	12,858		10,349		9,746
Income (loss) from continuing operations, before income taxes	(1,193)		2,076		714
Income tax (expense) benefit	156		(280)		910
Net income (loss)	(1,037)		1,796		1,624
Less: Net income (loss) attributable to the noncontrolling interest	343		516		341
Net income (loss) attributable to Holdings	(1,380)		1,280		1,283
Less: Preferred stock dividends	61		80		80
Net income (loss) available to Holdings’ common shareholders	$	(1,441)	$	1,200	$	1,203
EARNINGS PER COMMON SHARE
Net income (loss) applicable to Holdings’ common shareholders per common share:
Basic	$	(4.83)	$	3.74	$	3.44
Diluted	$	(4.83)	$	3.69	$	3.42
Weighted average common shares outstanding (in millions):
Basic	298.1		321.2		350.1
Diluted	298.1		324.8		351.6

	Year Ended December 31,
	2025		2024		2023
	(in millions)
Non-GAAP Operating Earnings	$	1,741	$	2,004	$	1,663

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

	Year Ended December 31,
	2025		2024		2023
	(per share amounts)
Non-GAAP Operating Earnings per common share:
Basic	$	5.64	$	5.99	$	4.52
Diluted	$	5.64	$	5.92	$	4.50

Year Ended December 31, 2025 Compared to the Year Ended December 31, 2024

Net Income (Loss) Attributable to Holdings

Net income attributable to Holdings decreased $2.7 billion to a net loss of $1.4 billion during the year ended December 31, 2025 from $1.3 billion of net income in the year ended December 31, 2024. The following were notable changes in net income (loss):

Unfavorable items included:

•Change in market risk benefits and purchased market risk benefits was less favorable by $1.5 billion mainly due to a decrease in interest rates in 2025 compared to an increase in interest rates in 2024.

•Investment losses increased by $1.2 billion primarily due to the assets transferred related to the reinsurance transaction with RGA, as well as fixed maturity sales and mortgage valuation losses.

•Interest credited to policyholders’ account balances increased by $523 million mainly due to growth of account values in our Retirement segment and higher interest expense on funding agreements, partially offset by the reinsurance transaction with RGA.

•Compensation, benefits, interest and other operating expenses increased by $445 million mainly due to the Venerable novation loss and a fair value adjustment of the contingent payment liability recorded in the prior year in our Asset Management segment, partially offset by an increase in legal expenses in the prior year.

•Fee-type revenue decreased by $403 million mainly driven by the reinsurance transaction with RGA, partially offset by higher advisory fee type revenue attributed to higher average asset balances combined with increased distribution fees from higher retirement sales in our Asset Management and Wealth Management segments.

•Commissions and distribution-related payments increased by $197 million mainly due to higher asset-based commissions and sales volumes in our Retirement segment and higher payments to financial intermediaries for the distribution of AB mutual funds resulting from higher average AUM in our Asset Management segment.

•Amortization of DAC increased by $78 million mainly due to growth in our Retirement segment from sales momentum.

These were partially offset by the following favorable items:

•Net derivative losses decreased $496 million primarily driven by lower equity market appreciation during 2025 compared to 2024.

•Net investment income increased by $353 million mainly due to higher average asset balances and higher Alternative investment income, partially offset by the reinsurance transaction with RGA.

•Policyholders’ benefits decreased by $301 million due to the reinsurance transaction with RGA, partially offset by higher incurred mortality claims in our Life business.

•Income tax benefit was $156 million for the year ended December 31, 2025 compared to an income tax expense of $280 million for the year ended December 31, 2024. This was primarily due to a pre-tax loss for 2025 compared to pre-tax income for 2024, partially offset by the establishment of a valuation allowance of $176 million on the deferred

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tax asset in the year ended December 31, 2025, compared to no valuation allowance in the year ended December 31, 2024.

•Net income attributable to noncontrolling interest decreased by $173 million mainly due to lower pre-tax earnings and an increase in average economic ownership of AB.

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 $263 million to $1.7 billion for the year ended December 31, 2025 from $2.0 billion in the year ended December 31, 2024. The following were notable changes in Non-GAAP Operating Earnings:

Unfavorable items included:

•Interest credited to policyholders’ account balances increased by $501 million mainly due to growth of AVs in our Retirement segment and higher interest expense on funding agreements, partially offset by the reinsurance transaction with RGA.

•Fee-type revenue decreased by $320 million mainly driven by the reinsurance transaction with RGA, partially offset by higher advisory fee type revenue attributed to higher average asset balances combined with increased distribution fees from higher retirement sales in our Asset Management and Wealth Management segments.

•Commissions and distribution-related payments increased by $197 million mainly due to higher asset-based commissions and sales volumes in our Retirement segment and higher payments to financial intermediaries for the distribution of AB mutual funds resulting from higher average AUM in our Asset Management segment.

•Amortization of DAC increased by $78 million mainly due to growth in our Retirement segment from sales momentum.

These were partially offset by the following favorable items:

•Net investment income increased by $433 million mainly due to higher average asset balances and higher alternative investment income, partially offset by the reinsurance transaction with RGA.

•Policyholders’ benefits decreased by $243 million due to the reinsurance transaction with RGA, partially offset by higher incurred mortality claims in our Life business.

•Compensation, benefits, interest expense and other operating costs decreased by $57 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 in our Asset Management segment.

•Income tax expense decreased by $56 million primarily due to lower pre-tax earnings in 2025, offset by a higher effective tax rate.

•Net income attributable to the noncontrolling interest decreased by $71 million mainly due to lower gains from consolidated VIEs and an increase in average economic ownership of AB, partially offset by higher AB pre-tax earnings.

Year Ended December 31, 2024 Compared to the Year Ended December 31, 2023

Net Income Attributable to Holdings

For a discussion that compares results for the year ended December 31, 2024 to the year ended December 31, 2023 refer to the MD&A section in our Annual Report on Form 10-K for the year ended December 31, 2024 (“2024 Form 10-K”).

Non-GAAP Operating Earnings

For a discussion that compares results for the year ended December 31, 2024 to the year ended December 31, 2023 refer to the MD&A section in our 2024 Form 10-K.

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Results of Operations by Segment

As previously announced, effective July 1, 2025, our financial reporting presentation was revised to reflect the reorganization of the Company’s reportable segments to reflect how the Company’s CODM now makes operating decisions and assesses performance. Prior period results have been revised in connection with updates to our reportable segments.

We manage our business through the following three segments: Retirement, Asset Management and Wealth Management. We report certain activities and items that are not included in our three segments in Corporate and Other. The following section presents our discussion of operating earnings (loss) by segment and trends in AUM, AV and policy reserves, 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 21 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:

	Year Ended December 31,
	2025		2024		2023
	(in millions)
Operating earnings (loss) by segment:
Retirement	$	1,549	$	1,602	$	1,387
Asset Management	571		479		411
Wealth Management	220		182		158
Corporate and Other	(599)		(259)		(293)
Non-GAAP Operating Earnings	$	1,741	$	2,004	$	1,663

Effective Tax Rates by Segment

The following table summarizes income tax expense which was allocated to the Company’s business segments:

	Year Ended December 31
	2025		2024		2023
	(percentages)
Effective Tax Rates by Segment:
Retirement	12	%	14	%	16	%
Asset Management	26	%	27	%	23	%
Wealth Management	26	%	25	%	24	%
Consolidated Non-GAAP Operating Earnings	19	%	19	%	19	%

Retirement

The Retirement segment provides retirement savings and income solutions to individual and institutional clients. Our primary offerings include individual and group annuities, retirement savings plans, and institutional savings products, which we distribute through both proprietary and third-party distribution. Results of our spread lending business are also reported within the Retirement segment.

The following table summarizes operating earnings (loss) of our Retirement segment:

	Year Ended December 31,
	2025		2024		2023
	(in millions)
Operating earnings (loss)	$	1,549	$	1,602	$	1,387

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Key components of operating earnings (loss) were:

	Year Ended December 31,
	2025		2024		2023
	(in millions)
REVENUES
Policy charges, fee income and premiums	$	1,217	$	1,179	$	1,059
Net investment income	4,312		3,650		2,950
Net derivative gains (losses)	(21)		(22)		(21)
Investment management, service fees and other income	696		685		617
Segment revenues	$	6,204	$	5,492	$	4,605
BENEFITS AND OTHER DEDUCTIONS
Policyholders’ benefits	$	325	$	324	$	299
Remeasurement of liability for future policy benefits	(2)		(2)		(2)
Interest credited to policyholders’ account balances	2,560		1,930		1,469
Commissions and distribution-related payments	618		526		417
Amortization of deferred policy acquisition costs	591		513		447
Compensation, benefits and other operating costs and expenses	356		342		309
Interest expense	—		—		5
Segment benefits and other deductions	$	4,448	$	3,633	$	2,944

The following table summarizes AV for our Retirement segment:

	December 31, 2025		December 31, 2024
	(in millions)
AV (1)
General Account	$	97,628	$	78,361
Separate Accounts	77,257		72,837
Total AV	$	174,885	$	151,198

_____________

(1)AV presented are net of reinsurance.

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The following table summarizes a roll-forward of AV for our Retirement segment:

	Year Ended December 31,
	2025		2024		2023
	(in millions)
Balance, beginning of period	$	151,198	$	128,478	$	106,588
Gross premiums and deposits	24,855		23,293		18,139
Surrenders, withdrawals and benefits	(18,932)		(16,240)		(12,828)
Net flows	5,923		7,053		5,311
Change in market value and reinvestment	11,281		8,515		10,619
Change in fair value of embedded derivative instruments	6,483		7,152		5,927
Other (1)	—		—		33
Balance, end of period	174,885		151,198		128,478
End of period embedded derivative	21,553		17,000		10,555
Balance as of end of period, net of embedded derivative	153,332		134,198		117,923
Total spread lending balances, end of period	17,534		12,908		13,899
Reserves, end of period (excluding MRBs)	5,300		5,107		4,539
Balance, end of period, General Account asset value	$	176,166	$	152,213	$	136,361

_____________

(1)For the year ended December 31, 2023, amounts reflects a total special payment applied to the accounts of active clients as part of a previously disclosed settlement agreement between Equitable Financial and the SEC.

Year Ended December 31, 2025 Compared to the Year Ended December 31, 2024 for the Retirement Segment

Operating earnings

Operating earnings decreased $53 million to $1.5 billion during the year ended December 31, 2025 from $1.6 billion during the year ended December 31, 2024. The following were notable changes in operating earnings (losses):

Unfavorable items included:

•Interest credited to policyholders’ account balances increased by $630 million mainly due to growth of account values.

•Commissions and distribution-related payments increased by $92 million mainly due to higher asset-based commissions and sales volumes.

•Amortization of DAC increased by $78 million mainly due to growth in the business from sales momentum.

•Compensation, benefits, interest expense and other operating costs increased by $14 million mainly due to the expansion of our Institutional business and higher vendor and legal expenses.

These were partially offset by the following favorable items:

•Net investment income increased by $662 million mainly due to higher average asset balances and higher Alternative investment income.

•Fee-type revenue increased by $49 million mainly due to higher separate account values from market appreciation.

•Income tax expense decreased by $50 million mainly driven by a lower effective rate as well as lower pre-tax earnings for the year ended December 31, 2025.

Net Flows and AV

•The increase in AV of $23.7 billion in the year ended December 31, 2025 was driven by an increase in investment performance as a result of market appreciation and change in fair value of embedded derivative instruments of $17.8 billion in the year ended December 31, 2025 and net inflows of $5.9 billion.

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•Net inflows of $5.9 billion were $1.1 billion lower than in the year ended December 31, 2024, mainly driven by higher outflows in the year ended December 31, 2025, partially offset by higher gross premiums.

Year Ended December 31, 2024 Compared to the Year Ended December 31, 2023 for the Retirement Segment

Operating earnings

Operating earnings increased $215 million to $1.6 billion during the year ended December 31, 2024 from $1.4 billion during the year ended December 31, 2023. The following were notable changes in operating earnings (losses):

Favorable items included:

•Net investment income increased by $700 million mainly due to higher average asset balances and higher Alternative investment income.

•Fee-type revenue increased by $188 million mainly due to higher separate account values from market appreciation.

•Income tax expense decreased by $17 million mainly driven by lower pre-tax earnings and a lower effective rate for the year ended December 31, 2024.

These were partially offset by the following unfavorable items:

•Interest credited to policyholders’ account balances increased by $461 million mainly due to growth of account values.

•Commissions and distribution related payments increased by $109 million mainly due to higher asset-based commissions and sales volumes.

•Amortization of DAC increased by $66 million mainly due to growth in the business from sales momentum.

•Compensation, benefits, interest expense and other operating costs increased by $28 million mainly due to the expansion in our Institutional business and higher vendor and legal expenses.

•Policyholders’ benefits increased by $25 million mainly due to growth in the payout business.

Net Flows and AV

•The increase in AV of $22.7 billion in the year ended December 31, 2024 was driven by an increase in investment performance as a result of market appreciation and change in fair value of embedded derivative instruments of $15.7 billion in the year ended December 31, 2024 and net inflows of $7.1 billion.

•Net inflows of $7.1 billion were $1.7 billion higher than in the year ended December 31, 2023, mainly driven by higher sales in the year ended December 31, 2024.

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 67%, 61% and 61% during the years ended December 31, 2025, 2024 and 2023, respectively. The increase in economic interest was due to the purchase of AB Holding Units relating to the AB Tender Offer completed on April 3, 2025.

		Year Ended December 31,
		2025		2024		2023
	(in millions)
Operating earnings (loss)		$	571	$	479	$	411

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Key components of operating earnings (loss) were:

	Year Ended December 31,
	2025		2024		2023
	(in millions)
REVENUES
Net investment income (loss)	$	48	$	27	$	18
Net derivative gains (losses)	(29)		(7)		(16)
Investment management, service fees and other income	4,532		4,459		4,115
Segment revenues	$	4,551	$	4,479	$	4,117
BENEFITS AND OTHER DEDUCTIONS
Commissions and distribution related payments	$	813	$	742	$	610
Compensation, benefits and other operating costs and expenses	2,557		2,609		2,567
Interest expense	28		44		54
Segment benefits and other deductions	$	3,398	$	3,395	$	3,231

Changes in AUM in the Asset Management segment were as follows:

	Year Ended December 31,
	2025		2024		2023
	(in billions)
Balance, beginning of period	$	792.2	$	725.2	$	646.4
Long-term flows
Sales/new accounts	140.0		133.7		101.5
Redemptions/terminations	(120.8)		(106.5)		(88.2)
Cash flow/unreinvested dividends	(30.5)		(29.4)		(20.3)
Net long-term (outflows) inflows	(11.3)		(2.2)		(7.0)
Adjustments	—		0.7		—
Market appreciation (depreciation)	86.0		68.5		85.8
Net change	74.7		67.0		78.8
Balance, end of period	$	866.9	$	792.2	$	725.2

Average AUM in the Asset Management segment for the periods presented by distribution channel and investment services were as follows:

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	Year Ended December 31,
	2025		2024		2023
	(in billions)
Distribution Channel:
Institutions	$	337.6	$	322.9	$	304.6
Retail	343.5		315.3		262.0
Private Wealth	144.9		130.3		113.7
Total	$	826.0	$	768.5	$	680.3
Investment Service:
Equity Actively Managed	$	269.5	$	261.3	$	231.5
Equity Passively Managed (1)	72.5		66.0		57.7
Fixed Income Actively Managed – Taxable (3)	211.9		211.4		198.3
Fixed Income Actively Managed – Tax-exempt	81.8		67.5		56.0
Fixed Income Passively Managed (1)	10.0		11.0		9.7
Alternatives/Multi-Asset Solutions (2)	180.3		151.3		127.1
Total	$	826.0	$	768.5	$	680.3

____________

(1)Includes index and enhanced index services.

(2)Includes certain multi-asset solutions and services not included in equity of fixed income services.

(3)Approximately $12.1 billion of private placements was transferred from Taxable Fixed Income into Alternatives/Multi-Asset during 2024 to better align with standard industry practice for asset class reporting purposes.

Year Ended December 31, 2025 Compared to the Year Ended December 31, 2024 for the Asset Management Segment

Operating earnings

Operating earnings increased $92 million to $571 million during the year ended December 31, 2025 from $479 million in the year ended December 31, 2024. The following were notable changes in operating earnings (losses):

Favorable items included:

•Fee-type revenue increased by $73 million primarily due to higher investment base advisory fees and higher distribution revenue from higher average AUM, partially offset by lower performance based fees and lower revenue from BRS due to the sale of this business completed during April 2024.

•Compensation, benefits, interest expense and other operating costs decreased by $68 million mainly due to lower base compensation and other expenses driven by the sale of BRS, lower incentive compensation, 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.

•Net investment income increased by $21 million mainly due to higher gains from seed capital investments (primarily offset by Net derivatives losses).

•Net income attributable to noncontrolling interest decreased by $41 million due to an increase in average economic ownership of AB, partially offset by higher pre-tax earnings.

These were partially offset by the following unfavorable items:

•Commissions and distribution-related payments increased by $71 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 $22 million mainly due to higher losses from economically hedging seed capital (primarily offset by Net investment income.)

•Income tax expense increased by $18 million primarily due to higher pre-tax earnings.

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Long-Term Net Flows and AUM

•Total AUM as of December 31, 2025 was $866.9 billion, up $74.7 billion, or 9.4%, compared to December 31, 2024. The increase is primarily the result of market appreciation of $86.0 billion, partially offset by net outflows of $11.3 billion. Market appreciation of $86.0 billion is attributed to Institutions of $37.0 billion, Retail of $31.3 billion and Private Wealth of $17.7 billion. Net outflows were driven by Retail net outflows of $9.1 billion and Institutions net outflows of $4.6 billion, partially offset by Private Wealth net inflows of $2.4 billion.

Year Ended December 31, 2024 Compared to the Year Ended December 31, 2023 for the Asset Management Segment

Operating earnings

Operating earnings increased $68 million to $479 million during the year ended December 31, 2024 from $411 million in the year ended December 31, 2023. The following were notable changes in operating earnings (losses):

Favorable items included:

•Fee-type revenue increased by $344 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.

•Net investment income increased by $9 million mainly due to higher gains from seed capital investments.

•Net derivative losses decreased by $9 million due to lower losses from hedging seed capital investments.

These were partially offset by the following unfavorable items:

•Commissions and distribution-related payments increased by $132 million mainly due to higher payments to financial intermediaries for the distribution of AB mutual funds resulting from higher average AUM.

•Compensation, benefits, interest expense and other operating costs increased by $32 million due to higher incentive compensation expense and other expenses including office related expenses, partially offset by lower base compensation and other expenses driven by the sale of BRS and the recognition of a $21 million incentive grant gain in connection with the AB headquarters relocation to Nashville.

•Income tax expense increased by $52 million primarily due to higher pre-tax earnings and a higher ETR for the year ended December 31, 2024 compared to the year ended December 31, 2023.

•Net income attributable to noncontrolling interest increased by $78 million due to higher pre-tax earnings.

Net Flows and AUM

•Total AUM as of December 31, 2024 was $792.2 billion, up $67.0 billion, or 9.2%, compared to December 31, 2023. The increase is primarily the result of market appreciation of $68.5 billion partially offset by net outflows of $2.2 billion. Market appreciation of $68.5 billion attributed to Retail of $34.2 billion, Institutions of $20.7 billion and Private Wealth of $13.6 billion. Net outflows were driven by Institutions net outflows of $16.5 billion, which were partially offset by Retail and Private Wealth net inflows of $13.4 billion and $0.9 billion, respectively.

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:

	Year Ended December 31,
	2025		2024		2023
	(in millions)
Operating earnings (loss)	$	220	$	182	$	158

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Key components of operating earnings (loss) were:

	Year Ended December 31,
	2025		2024		2023
	(in millions)
REVENUES
Net investment income	$	12	$	17	$	13
Investment management, service fees and other income	1,966		1,774		1,535
Segment revenues	$	1,978	$	1,791	$	1,548
BENEFITS AND OTHER DEDUCTIONS
Commissions and distribution-related payments	$	1,259	$	1,133	$	968
Compensation, benefits and other operating costs and expenses	423		416		371
Segment benefits and other deductions	$	1,682	$	1,549	$	1,339

The following table summarizes revenue by activity type for our Wealth Management segment:

	Year Ended December 31,
	2025		2024		2023
	(in millions)
Revenue by Activity Type
Investment management, service fees and other income:
Investment management and advisory fees	$	776	$	656	$	541
Distribution fees	1,126		1,056		931
Interest income	43		48		49
Service and other income	21		14		14
Total Investment management, service fees and other income	$	1,966	$	1,774	$	1,535

The following table summarizes a roll-forward of AUA for our Wealth Management segment:

	Year Ended December 31,
	2025		2024		2023
	(in millions)
Total Wealth Management Assets
Advisory assets:
Beginning, beginning of period	$	65,839	$	54,978	$	45,344
Net new assets	8,366		4,766		3,698
Market appreciation (depreciation) and other	8,389		6,095		5,936
Advisory ending assets	$	82,594	$	65,839	$	54,978
Brokerage and direct assets	$	39,420	$	35,856	$	33,185
Balance, end of period (1)	$	122,014	$	101,695	$	88,163

_____________

(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.

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Year Ended December 31, 2025 Compared to the Year Ended December 31, 2024 for the Wealth Management Segment

Operating earnings

Operating earnings increased $38 million to $220 million during the year ended December 31, 2025 compared to $182 million in the year ended December 31, 2024. The following were notable changes in operating earnings:

Favorable items included:

•Investment management, service fees and other income increased by $192 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 $126 million mainly due to higher distribution and advisory fee-type revenue from higher retirement sales and average asset balances.

•Income tax expense increased by $16 million primarily due to higher pre-tax earnings.

Net Flows and AUA

•The increase in AUA of $16.8 billion in the year ended December 31, 2025 was mainly driven by strong market appreciation of $8.4 billion and net new assets of $8.4 billion.

•Net new assets of $8.4 billion were $3.6 billion higher than in the year ended December 31, 2024 driven by higher inflows.

Year Ended December 31, 2024 Compared to the Year Ended December 31, 2023 for the Wealth Management Segment

Operating earnings

Operating earnings increased $24 million to $182 million during the year ended December 31, 2024 compared to $158 million in the year ended December 31, 2023. The following were notable changes in operating earnings:

Favorable items included:

•Investment management, service fees and other income increased by $239 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 $165 million mainly due to higher distribution and advisory fee-type revenue from higher retirement sales and average asset balances.

•Compensation, benefits and other operating costs and expenses increased by $45 million mainly due to higher variable compensation from higher sales.

•Income tax expense increased by $9 million primarily due to higher pre-tax earnings.

Net Flows and AUA

•The increase in AUA of $10.9 billion in the year ended December 31, 2024 was mainly driven by market appreciation $6.1 billion and net new assets of $4.8 billion.

•Net new assets of $4.8 billion were $1.1 billion higher than in the year ended December 31, 2023 mainly driven by sales.

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Corporate and Other

Corporate and Other includes the Closed Block, results from our run-off blocks of business, and certain strategic investments and unallocated items, including interest and corporate expenses. In addition, beginning with the third quarter of 2025, results for the Individual Life and Employee Benefits businesses are reported in Corporate and Other. 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:

	Year Ended December 31,
	2025		2024		2023
	(in millions)
Operating earnings (loss)	$	(599)	$	(259)	$	(293)

Key components of operating earnings (loss) were:

	Year Ended December 31,
	2025		2024		2023
	(in millions)
REVENUES
Policy charges, fee income and premiums	$	1,997	$	2,488	$	2,416
Net investment income	788		1,060		1,152
Net derivative gains (losses)	(21)		(17)		(33)
Investment management, service fees and other income	516		591		552
Segment revenues	$	3,280	$	4,122	$	4,087
BENEFITS AND OTHER DEDUCTIONS
Policyholders’ benefits	$	2,128	$	2,372	$	2,461
Remeasurement of liability for future policy benefits	(5)		(4)		23
Interest credited to policyholders’ account balances	445		574		572
Commissions and distribution-related payments	318		352		347
Amortization of deferred policy acquisition costs	198		198		194
Compensation, benefits and other operating costs and expenses	628		666		590
Interest expense	237		223		230
Segment benefits and other deductions	$	3,949	$	4,381	$	4,417

Year Ended December 31, 2025 Compared to the Year Ended December 31, 2024 for Corporate and Other

Operating earnings (losses)

Operating losses increased by $340 million to $599 million during the year ended December 31, 2025 from an operating loss of $259 million during the year ended December 31, 2024. The following were notable changes in operating earnings:

Unfavorable items included:

•Fee-type revenue decreased by $566 million primarily due to the reinsurance transaction with RGA.

•Net investment income decreased by $272 million primarily due to lower average balances primarily related the reinsurance transaction with RGA.

These were partially offset by the following favorable items:

•Policyholders’ benefits decreased by $244 million primarily due to the impact of the reinsurance transaction with RGA.

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•Interest credited to policyholders’ account balances decreased by $129 million primarily due to the reinsurance transaction with RGA.

•Commissions and distribution related payments decreased by $34 million primarily due to Legacy Variable Annuity business run-off.

•Compensation, benefits, interest expense and other operating costs decreased by $24 million primarily due to the reinsurance transaction with RGA.

•Income tax benefit increased by $40 million primarily due to a higher pre-tax loss in 2025, partially offset by a higher effective tax rate in 2025 compared to 2024.

•Net income attributable to noncontrolling interest decreased by $30 million primarily due to lower pre-tax earnings.

Year Ended December 31, 2024 Compared to the Year Ended December 31, 2023 for Corporate and Other

Operating earnings

Operating losses decreased by $34 million to $259 million during the year ended December 31, 2024 from an operating loss of $293 million during the year ended December 31, 2023. The following were notable changes in operating earnings:

Favorable items included:

•Fee-type revenue increased by $111 million primarily due to growth in Employee Benefits.

•Policyholders’ benefits decreased by $89 million mainly due to lower net mortality in the Life business, partially offset by the growth in Employee Benefits (offset in Fee-Type revenue).

•Remeasurement of liability for future policy benefits decreased by $27 million mainly due to unfavorable assumption updates in 2023.

•Net derivative losses decreased by $16 million mainly due to inflation swaps.

These were partially offset by the following unfavorable items:

•Net investment income decreased by $92 million primarily due to lower yields, lower asset balances, and higher collateral expenses.

•Compensation, benefits and other operating costs and expenses increased by $76 million mainly due to higher incentive compensations, higher premium taxes, and higher sub-advisory fees.

•Income tax benefit decreased by $17 million primarily due to lower pre-tax operating losses.

•Net income attributable to noncontrolling interest decreased by $20 million primarily due to lower pre-tax earnings.

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

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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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	Year Ended December 31,
	2025				2024				2023
	Yield		Amount (2)		Yield		Amount (2)		Yield		Amount (2)
	(Dollars in millions)
Fixed Maturities:
Income (loss)	4.41	%	$	3,693	4.39	%	$	3,447	4.17	%	$	3,053
Ending assets			81,816				84,202				73,526
Mortgages:
Income (loss)	4.96	%	1,061		5.14	%	973		4.65	%	806
Ending assets			22,718				20,072				18,171
Other Equity Investments: (1)
Income (loss)	5.22	%	185		5.75	%	203		3.88	%	135
Ending assets			3,519				3,495				3,433
Trading Securities:
Income (loss)	5.80	%	42		5.07	%	16		—	%	—
Ending assets			804				527				—
Policy Loans:
Income (loss)	4.57	%	168		5.31	%	225		5.30	%	216
Ending assets			1,862				4,330				4,158
Cash and Short-term Investments:
Income (loss)	3.94	%	323		4.89	%	266		4.52	%	145
Ending assets			9,103				3,259				4,718
Total:
Investment income (loss)	4.51	%	5,472		4.63	%	5,130		3.98	%	4,355
Less: investment fees	(0.16)	%	(199)		(0.16)	%	(180)		(0.18)	%	(165)
Investment Income, Net	4.35	%	5,273		4.46	%	4,950		3.80	%	4,190
Ending Net Assets			$	119,822			$	115,885			$	104,006

_____________

(1)Includes, as of December 31, 2025, December 31, 2024 and December 31, 2023 respectively, $439 million, $431 million and $361 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.

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 December 31, 2025
Corporate Securities:
Finance	$	14,676	$	—	$	172	$	902	$	13,946	18	%
Manufacturing	9,904		—		129		1,041		8,992		12
Utilities	7,873		—		102		656		7,319		10
Services	7,328		—		123		728		6,723		9
Energy	2,373		—		32		207		2,198		3
Retail and wholesale	3,047		—		51		262		2,836		3
Transportation	2,162		—		46		185		2,023		3
Other	376		—		2		29		349		—
Total corporate securities	47,739		—		657		4,010		44,386		58
U.S. government	5,040		—		1		1,304		3,737		5
Residential mortgage-backed (2)	7,093		—		85		92		7,086		9
Preferred stock	54		—		4		—		58		—
State & political	378		—		3		71		310		—
Foreign governments	556		—		3		77		482		1
Commercial mortgage-backed	4,814		—		26		250		4,590		6
Asset-backed securities (3)	16,142		—		126		46		16,222		21
Total	$	81,816	$	—	$	905	$	5,850	$	76,871	100	%
As of December 31, 2024
Corporate Securities:
Finance (4)	$	15,958	$	1	$	43	$	1,492	$	14,508	18	%
Manufacturing (4)	12,488		—		37		1,581		10,944		14
Utilities	8,476		—		44		1,004		7,516		10
Services (4)	8,977		1		56		1,075		7,957		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	54,648		2		249		6,109		48,786		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) (4)	13,715		—		98		61		13,752		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.

(4)Prior period amounts have been revised to improve comparability.

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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 December 31, 2025
1................................	Aaa, Aa, A	$	56,880	$	—	$	513	$	3,896	$	53,497
2................................	Baa	23,488		—		380		1,884		21,984
	Investment grade	80,368		—		893		5,780		75,481
3................................	Ba	554		—		2		32		524
4................................	B	622		—		5		12		615
5................................	Caa	248		—		5		23		230
6................................	Ca, C	24		—		—		3		21
	Below investment grade	1,448		—		12		70		1,390
Total Fixed Maturities		$	81,816	$	—	$	905	$	5,850	$	76,871
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 months. Scheduled maturities for full year 2026, are $3.0 billion and 17% of the commercial mortgage portfolio. The commercial mortgage portfolio consists of 80% fixed rate loans and 20% 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 54%. The average LTV ratio was 66% and 67% at December 31, 2025 and December 31, 2024, respectively, which reflects the most recent opinion of value on the underlying collateral.

We use AB CarVal to invest in residential whole loans and other private investments. These investments allow us to leverage AB 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 residential 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 carried at fair value using the fair value option of $50 million as of December 31, 2025 are excluded from the below tables.

Mortgage Loans by Region and Property Type

	December 31,
	2025				2024
	Amortized Cost		% of Total		Amortized Cost		% of Total
	(Dollars in millions)
By Region:
U.S. Regions:
Pacific	$	5,781	25	%	$	5,517	27	%
Middle Atlantic	4,844		21		3,861		19
South Atlantic	3,529		16		3,130		15
East North Central	1,245		5		1,183		6
Mountain	1,865		8		1,510		7
West North Central	940		4		953		5
West South Central	2,007		9		1,674		8
New England	826		4		925		5
East South Central	950		4		822		4
Total U.S.	21,987		96		19,575		96
Other Regions:
Europe	994		4		775		4
Total Other	994		4		775		4
Total Mortgage Loans	$	22,981	100	%	$	20,350	100	%

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	December 31,
	2025				2024
	Amortized Cost		% of Total		Amortized Cost		% of Total
By Property Type:
Office	$	4,686	20	%	$	4,711	23	%
Multifamily	8,629		38		7,397		36
Agricultural loans	2,650		12		2,568		13
Retail	673		3		627		3
Industrial	2,523		11		2,310		11
Hospitality	781		3		720		4
Residential	1,946		8		1,066		5
Other	1,093		5		951		5
Total Mortgage Loans	$	22,981	100	%	$	20,350	100	%

Private Credit

We invest in an array of private credit strategies, including private placements, private ABS, and direct lending. At December 31, 2025 and December 31, 2024, the amortized cost of these investments was $$18.3 billion and $14.2 billion, respectively.

Private Credit Investments

	December 31,
	2025				2024
	Amortized Cost		%		Amortized Cost		%
	(in millions)
Private placements (1)	$	13,292	72	%	$	12,685	89	%
Private ABS	4,338		24		728		5
Direct middle market loans	666		4		781		6
Total	$	18,296	100	%	$	14,194	100	%

_____________

(1)Private placements primarily include investment‑grade corporate and infrastructure debt.

	December 31,
	2025				2024
	Amortized Cost		%		Amortized Cost		%
	(in millions)
Investment grade	$	17,449	95	%	$	13,273	94	%
Below investment grade	847		5		921		6
Total	$	18,296	100	%	$	14,194	100	%

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 December 31, 2025 and December 31, 2024, the fair value of alternative investments was $3.2 billion and $3.0 billion respectively. Alternative investments were 2.4% and 2.4% of cash and invested assets at December 31, 2025 and December 31, 2024, respectively.

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Alternative Investments (1)

	December 31,
	2025				2024
	Fair Value		%		Fair Value		%
	(in millions)
Private Equity	$	1,677	52	%	$	1,568	52	%
Private Debt	307		10		260		9
Infrastructure	204		6		211		7
Real Estate	674		21		652		22
Hedge Funds	64		2		57		2
Other (2)	272		9		263		8
Total (3)	$	3,198	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 $993 million and $812 million of non-General Account assets as of December 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, Asset Management, and Wealth Management segments; the insurance businesses reported in Corporate & Other are managed with the Retirement segment.

On June 1, 2025 Equitable Financial Bermuda RE Ltd. (“Equitable Bermuda”) entered into an indemnity reinsurance agreement with Equitable America assuming EQUI-VEST variable annuity contracts issued outside the State of New York prior to February 1, 2023. Net retained general account liabilities were reinsured to Equitable Bermuda on a coinsurance funds withheld basis, while Separate Account liabilities relating to such variable annuity contracts were reinsured to Equitable Bermuda on a modified coinsurance basis. Equitable Bermuda’s obligations under the treaty are secured through Equitable America’s retention of certain assets supporting the reinsured liabilities. In exchange for Equitable Bermuda’s agreement to assume these liabilities, the Bermuda Monetary Authority and the Arizona Department of Insurance and Financial Institutions each approved the treaty.

On February 24, 2025, Holdings commenced the AB Tender 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 Holding Units pursuant to the AB Tender Offer for an aggregate cost of $758 million. The AB Holding Units accepted for purchase represent approximately 17.9% of the outstanding units as of March 31, 2025. On July 10, 2025, AB and Holdings entered into an Amended and Restated Master Exchange Agreement to increase the AB Units that remain available for exchange from 4.8 million AB Units to 19.7 million AB Units, and Holdings exchanged 19.7 million AB Holding Units for an equal number of limited partnership interests in ABLP. The exchange had no effect on Holdings’ economic interest in AB.

In connection with the commencement of the AB Tender Offer, Holdings entered into the 364-Day Term Loan Agreement (“Term Loan Agreement”) with respect to a $500 million senior unsecured delayed-draw term loan (“Term Loan”). The Term Loan was intended to be used, along with available cash and cash equivalents, to fund the AB Tender 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 AB Tender Offer, and the Term Loan Agreement was terminated effective April 3, 2025. See Note 14 of the Notes to the Consolidated Financial Statements for additional details.

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On February 13, 2025 our Holdings’ Board approved an additional $1.5 billion under Holdings’ share repurchase program. On September 9, 2025, Holdings’ Board approved an additional $500 million under Holdings’ share repurchase program. The repurchase program does not obligate Holdings to purchase any particular number of shares. As of December 31, 2025, Holdings had authorized capacity of approximately $1.0 billion remaining in its share repurchase program. See Note 22 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:

	Year Ended December 31,
	2025		2024
	(in millions)
Highly Liquid Assets, beginning of period	$	1,982	$	1,998
Dividends from subsidiaries	2,639		1,499
Issuance of loans to affiliates	—		—
Capital contribution from parent company	—		—
Capital contributions to subsidiaries	—		—
M&A Activity	—		—
Purchase of AllianceBernstein Units	(758)		(150)
Total Business Capital Activity	1,881		1,349
Purchase of treasury shares	(1,450)		(1,014)
Retirement of treasury shares	—		—
Shareholder dividends paid	(314)		(302)
Total Share Repurchases, Dividends and Acquisition Activity	(1,764)		(1,316)
Issuance/(redemption) of preferred stock	(444)		(56)
Preferred stock dividend	(61)		(80)
Total Preferred Stock Activity	(505)		(136)
Issuance of long-term debt	500		600
Repayment of long-term debt	(500)		(570)
Total External Debt Activity	—		30
Proceeds from loans from affiliates	—		—
Net decrease (increase) in existing facilities to affiliates (1)	(100)		190

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	Year Ended December 31,
	2025		2024
	(in millions)
Total Affiliated Debt Activity	(100)		190
Interest paid on external debt and P-Caps	(226)		(220)
Others, net	(29)		87
Total Other Activity	(255)		(133)
Net increase (decrease) in highly liquid assets	(743)		(16)
Highly Liquid Assets, end of period	$	1,239	$	1,982

_______________

(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 year ended December 31, 2025.

Loans from Our Subsidiaries

There were no new loans from our subsidiaries during the year ended December 31, 2025.

Cash Distributions from Our Non-Insurance Subsidiaries

During the year ended December 31, 2025, Holdings received cash distributions of $617 million from AB and $192 million from the investment management contracts with EFIM and EIM. We also received cash distributions of $160 million from Equitable Advisors.

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 2025, Equitable America had Ordinary Dividend capacity of $347 million. In June 2025, Equitable America received approval from the Arizona Department of Insurance and Financial Institutions for an Extraordinary Dividend of $1.7 billion. During 2025 Holdings received dividend distributions from Equitable America of $1.5 billion under the Extraordinary Dividend capacity. In 2026, Equitable America estimates it will have Ordinary Dividend capacity of $408 million. Holdings does not expect to receive a dividend from Equitable Financial in 2026.

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 December 31, 2025, Holdings and its non-insurance company subsidiaries hold approximately 199.3 million AB Units, 0.1 million AB Holding Units and the 1% General Partnership interest in ABLP.

As of December 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	68.2	%
AB Holding	31.1
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 68.3% economic interest in AB as of December 31, 2025.

Holdings Credit Facilities

On July 29, 2025, Holdings entered into a new Revolving Credit Agreement with respect to a $1 billion five-year senior unsecured revolving credit facility (the “Credit Facility”), and terminated the Amended and Restated Revolving Credit Agreement, dated as of June 24, 2021, as amended.

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 $525 million (the “LOC Facilities”), primarily to be used to support our life insurance business reinsured to EQ AZ Life Re in April 2018. As of December 31, 2025, $445 million was outstanding under the LOC Facilities. In August 2025 Holdings entered into amendments with two of the issuers of its bilateral letter of credit facilities to effect changes in terms similar to the provisions of the Credit Facility and in one instance add two years of extension options. In August 2025 the Company also terminated six of its bilateral letter of credit facilities with different counterparties.

The Credit Facility and LOC Facilities 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 certain indebtedness that may be incurred by our subsidiaries and the dollar amount of certain 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 and LOC Facilities 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 December 31, 2025, we were in compliance with the covenants under the Credit Facility and LOC Facilities.

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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 19 of the Notes to the Consolidated Financial Statements.

Series A Preferred Stock and Series C Preferred Stock

For information pertaining to our Series A Preferred Stock and Series C Preferred Stock see Note 22 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 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 on our common stock will be substantially restricted in the event that we do not declare and pay (or set aside) dividends on the Series A and the Series C Preferred Stock for the last proceeding dividend period. For additional information on our preferred stock, see “—Series A Preferred Stock and Series C Preferred Stock”.

For information regarding activity pertaining to common and preferred dividends declared and paid, see Note 22 of the Notes to the Consolidated Financial Statements.

Share Repurchase Programs

For information regarding activity pertaining to share repurchase programs, see Note 22 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. 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 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

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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 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 19 of the Notes to the Consolidated Financial Statements for further description of our FHLB program.

FABN

Under the FABN program, Equitable Financial and Equitable America may issue funding agreements in U.S. dollars or other foreign currencies.

See Note 19 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 a SPLLC.

See Note 19 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.

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.

The EQH Facility contains affirmative, negative and financial covenants which are substantially similar to those in AB’s committed bank facilities. As of December 31, 2025, AB was in compliance with these covenants. The EQH Facility also

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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 December 31, 2025 and 2024, AB had $810 million and $710 million outstanding under the EQH Facility, with interest rates of approximately 3.7% and 4.3%, respectively. Average daily borrowing of the EQH Facility during 2025 and 2024 were $392 million and $494 million, respectively, with a weighted average interest rates of approximately 4.2% 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 on 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 December 31, 2025, AB was in compliance with these covenants.

As of December 31, 2025 and December 31, 2024, AB had no amounts outstanding under the EQH Uncommitted Facility. During, 2025 and 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 20 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 Companies

We use captive reinsurance companies to more effectively manage our reserves and capital on an economic basis and to enable the aggregation and transfer of risks. Our captive reinsurance companies assume business from affiliates only and are closed to new business. Our captive reinsurance companies are wholly-owned subsidiaries located in the United States. In addition to state insurance regulation, our captive reinsurance companies are 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

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.

For information regarding activity pertaining to our total consolidated borrowings, see Note 14 of the Notes to the Consolidated Financial Statements.

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 and Moody’s have a stable outlook. S&P has a negative outlook.

	AM Best	S&P	Moody’s
Last review date	Feb '25	Mar '25	May '25
Financial Strength Ratings:
Equitable Financial Life Insurance Company	A	A+	A1
Equitable Financial Life Insurance Company of America	A	A+	A1
Credit Ratings:
Equitable Holdings, Inc.	bbb+	A-	Baa1
Last review date		Oct' 25	Mar '25
AllianceBernstein L.P.		A	A2

Material Cash Requirements

The table below summarizes the material short and long-term cash requirements related to contractual and other obligations as of December 31, 2025. Short-term cash requirements are considered to be requirements within the next 12 months and long-term cash requirements are considered to be beyond the next 12 months. We do not believe that our cash flow requirements can be adequately assessed based solely upon an analysis of these obligations, as the table below does not contemplate all aspects of our cash inflows, such as the level of cash flow generated by certain of our investments, nor all aspects of our cash outflows.

	Estimated Payments Due by Year
	Total		2026		2027-2028		2029-2030		2031 and thereafter
	(in millions)
Material Cash Requirements:
Policyholders’ liabilities (1)	$	242,317	$	11,940	$	30,883	$	38,460	$	161,034
Funding Agreements	17,934		8,228		5,784		2,280		1,642
Interest on Funding Agreements	1,581		522		612		287		160
Operating leases, net of sublease commitments	910		105		186		143		476
Long-Term and Short-term Debt	3,880		—		1,250		325		2,305
Interest on long-term debt and short-term debt	2,872		203		375		261		2,033
Interest on P-Caps	560		22		43		43		452
Employee benefits	2,979		195		396		341		2,047
Funding Commitments	1,489		495		785		209		—
Total Material Cash Requirements	$	274,522	$	21,710	$	40,314	$	42,349	$	170,149

______________

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(1) Policyholders’ liabilities represent estimated cash flows out of the General Account related to the payment of death and disability claims, policy surrenders and withdrawals, annuity payments, minimum guarantees on Separate Account funded contracts, matured endowments, benefits under accident and health contracts, policyholder dividends and future renewal premium-based and fund-based commissions offset by contractual future premiums and deposits on in-force contracts, including the SCS product. These estimated cash flows are based on mortality, morbidity and lapse assumptions comparable with the Company’s experience and assume market growth and interest crediting consistent with actuarial assumptions. These amounts are undiscounted and, therefore, exceed the policyholders’ account balances and future policy benefits and other policyholder liabilities included in the consolidated balance sheet included elsewhere in this Annual Report on Form 10-K. They do not reflect projected recoveries from reinsurance agreements. Due to the use of assumptions, actual cash flows will differ from these estimates. Separate Accounts liabilities have been excluded as they are legally insulated from General Account obligations and will be funded by cash flows from Separate Accounts assets.

Unrecognized tax benefits of $342 million, including $0 million related to AB were not included in the above table because it is not possible to make reasonably reliable estimates of the occurrence or timing of cash settlements with the respective taxing authorities.

In addition, the below items are included as part of AB’s aggregate contractual obligations:

•As of December 31, 2025, AB had a $349 million accrual for compensation and benefits, which are primarily paid out in less than one year, with the exception of deferred compensation obligations which are payable over various periods, with the majority payable over periods up to three years. Further, AB expects to make contributions to its qualified profit-sharing plan of $19 million in each of the next four years.

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:

•market risk benefits and purchased market risk benefits;

•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.

Market Risk Benefits

MRB include contract features that provide minimum guarantees to policyholders and include GMIB, GMDB, GMWB, GMAB, and ROP DB benefits. MRBs are measured at estimated fair value with changes reported in change in MRB and purchased MRB on the Consolidated Statement of Income (Loss), except for the portion of the fair value change related to the Company’s own credit risk, which is recognized in OCI.

MRBs are measured at fair value on a seriatim basis using an Ascribed Fee approach based upon policyholder behavior projections and risk neutral economic scenarios adjusted based on the facts and circumstances of the Company’s product features. Market conditions including, but not limited to, changes in interest rates, equity indices, market volatility and variations in actuarial assumptions, including policyholder behavior, mortality and risk margins related to non-capital market inputs, as well as changes in our nonperformance risk adjustment may result in significant fluctuations in the estimated fair value of the MRBs that could materially affect net income.

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Risk margins are established to capture the non-capital market risks of the instrument which represent the additional compensation a market participant would require to assume the risks related to the uncertainties in certain actuarial assumptions. The establishment of risk margins requires the use of significant management judgment, including assumptions of the amount needed to cover the guarantees.

We ceded the risk associated with certain of the variable annuity products with GMxB features described in the preceding paragraphs. The value of the MRBs on the ceded risk is determined using a methodology consistent with that described previously for the guarantees directly written by us with the exception of the input for nonperformance risk that reflects the credit of the reinsurer.

Sensitivity of MRBs to Changes in Interest Rates

The following table demonstrates the sensitivity of the MRBs to changes in long-term interest rates by quantifying the adjustments that would be required, assuming an increase and decrease in long-term interest rates of 50bps. This information considers only the direct effect of changes in the interest rates on MRB balances, net of reinsurance.

Interest Rate Sensitivity

December 31, 2025

	Increase/(Decrease) In MRB
	(in millions)
Increase in interest rates by 50bps	$	(536)
Decrease in interest rates by 50bps	$	605

Sensitivity of MRBs to Changes in Equity Returns

The following table demonstrates the sensitivity of the MRBs to changes in equity returns.

Equity Returns Sensitivity

December 31, 2025

	Increase/(Decrease) In MRB
	(in millions)
Increase in equity returns by 10%	$	(658)
Decrease in equity returns by 10%	$	744

Sensitivity of MRBs to Changes in GMIB Lapses

Lapse rates are adjusted at the contract level based on a comparison of the value of the embedded GMIB 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.

GMIB Lapse floor Sensitivity

December 31, 2025

	Increase/(Decrease) In MRB
	(in millions)
GMIB Lapse floor of 1%	$	(117)

Nonperformance Risk Adjustment

The valuation of our MRBs includes an adjustment for the risk that we fail to satisfy our obligations, which we refer to as our nonperformance risk. The nonperformance risk adjustment, which is captured as a spread over the risk-free rate in determining the discount rate to discount the cash flows of the liability, is determined by taking into consideration publicly available information relating to spreads on corporate bonds in the secondary market comparable to Holdings’ financial strength rating.

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The table below illustrates the impact that a range of reasonably likely variances in credit spreads would have on our consolidated balance sheet, excluding the effect of income tax, related to the GMxB Core and GMxB Legacy MRBs measured at estimated fair value. Even when credit spreads do not change, the impact of the nonperformance risk adjustment on fair value will change when the cash flows within the fair value measurement change. The table only reflects the impact of changes in credit spreads on our consolidated financial statements included elsewhere herein and not these other potential changes. In determining the ranges, we have considered current market conditions, as well as the market level of spreads that can reasonably be anticipated over the near term. The ranges do not reflect extreme market conditions such as those experienced during the 2008–2009 financial crisis as we do not consider those to be reasonably likely events in the near future.

NPR Sensitivity

December 31, 2025

	Increase/(Decrease) In MRB
	(in millions)
Increase in NPR by 50bps	$	(942)
Decrease in NPR by 50bps	$	1,034

Reinsurance

Accounting for reinsurance requires extensive use of assumptions and estimates, particularly related to the future performance of the underlying business and the potential impact of counterparty credit risk with respect to reinsurance receivables. We periodically review actual and anticipated experience compared to the aforementioned assumptions used to establish assets and liabilities relating to ceded and assumed reinsurance and evaluate the financial strength of counterparties to our reinsurance agreements using criteria similar to those evaluated in our security impairment process. See “—Estimated Fair Value of Investments.” Additionally, for each of our reinsurance agreements, we determine whether the agreement provides indemnification against loss or liability relating to insurance risk, in accordance with applicable accounting standards. We review all contractual features, including those that may limit the amount of insurance risk to which the reinsurer is subject or features that delay the timely reimbursement of claims. If we determine that a reinsurance agreement does not expose the reinsurer to a reasonable possibility of a significant loss from insurance risk, we record the agreement using the deposit method of accounting.

Estimated Fair Value of Investments

The Company’s investment portfolio principally consists of public and private fixed maturities, mortgage loans, equity securities and derivative financial instruments, including exchange traded equity, currency and interest rate futures contracts, total return and/or other equity swaps, interest rate swap and floor contracts, swaptions, variance swaps, as well as equity options used to manage various risks relating to its business operations.

Fair Value Measurements

Investments reported at fair value in the consolidated balance sheets of the Company include fixed maturity securities classified as AFS, equity and trading securities and certain other invested assets, such as freestanding derivatives. GMxB riders and the reinsurance on these riders are held as MRB.

When available, the estimated fair value of securities is based on quoted prices in active markets that are readily and regularly obtainable; these generally are the most liquid holdings and their valuation does not involve management judgment. When quoted prices in active markets are not available, we estimate fair value based on market standard valuation methodologies. These alternative approaches include matrix or model pricing and use of independent pricing services, each supported by reference to principal market trades or other observable market assumptions for similar securities. More specifically, the matrix pricing approach to fair value is a discounted cash flow methodology that incorporates market interest rates commensurate with the credit quality and duration of the investment. For securities with reasonable price transparency, the significant inputs to these valuation methodologies either are observable in the market or can be derived principally from or corroborated by observable market data. When the volume or level of activity results in little or no price transparency, significant inputs no longer can be supported by reference to market observable data but instead must be based on management’s estimation and judgment. Substantially the same approach is used by us to measure the fair values of freestanding and embedded derivatives with exception for consideration of the effects of master netting agreements and collateral arrangements as well as incremental value or risk ascribed to changes in own or counterparty credit risk.

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As required by the accounting guidance, we categorize our assets and liabilities measured at fair value into a three-level hierarchy, based on the priority of the inputs to the respective valuation technique, giving the highest priority to quoted prices in active markets for identical assets and liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). For additional information regarding the key estimates and assumptions surrounding the determinations of fair value measurements, see Note 8 of the Notes to the Consolidated Financial Statements.

Impairments and Valuation Allowances

The carrying values of fixed maturities classified as AFS are reported at fair value. Changes in fair value are reported in OCI, net of allowance for credit losses, policy related amounts and deferred income taxes. Changes in credit losses are recognized in Investment gains (losses), net.

With the assistance of our investment advisors, we evaluate AFS debt securities that experience a decline in fair value below amortized cost for credit losses which are evaluated in accordance with the financial instruments credit losses guidance. The remainder of the unrealized loss related to other factors, if any, is recognized in OCI. Integral to this review is an assessment made each quarter, on a security-by-security basis, by our IUS Committee, of various indicators of credit deterioration to determine whether the investment security has experienced a credit loss. This assessment includes, but is not limited to, consideration of the severity of the unrealized loss, failure, if any, of the issuer of the security to make scheduled payments, actions taken by rating agencies, adverse conditions specifically related to the security or sector, the financial strength, liquidity and continued viability of the issuer.

We recognize an allowance for credit losses on AFS debt securities with a corresponding adjustment to earnings rather than a direct write down that reduces the cost basis of the investment, and credit losses are limited to the amount by which the security’s amortized cost basis exceeds its fair value. Any improvements in estimated credit losses on AFS debt securities are recognized immediately in earnings. We do not use the length of time a security has been in an unrealized loss position as a factor, either by itself or in combination with other factors, to conclude that a credit loss does not exist.

If there is no intent to sell or likely requirement to dispose of the fixed maturity security before its recovery, only the credit loss component of any resulting allowance is recognized in income (loss) and the remainder of the fair value loss is recognized in OCI. The amount of credit loss is the shortfall of the present value of the cash flows expected to be collected as compared to the amortized cost basis of the security. The present value is calculated by discounting management’s best estimate of projected future cash flows at the effective interest rate implicit in the debt security at the date of acquisition. Projections of future cash flows are based on assumptions regarding probability of default and estimates regarding the amount and timing of recoveries. These assumptions and estimates require use of management judgment and consider internal credit analyses as well as market observable data relevant to the collectability of the security. For mortgage and asset-backed securities, projected future cash flows also include assumptions regarding prepayments and underlying collateral value.

Write-offs of AFS debt securities are recorded when all or a portion of a financial asset is deemed uncollectible. Full or partial write-offs are recorded as reductions to the amortized cost basis of the AFS debt security and deducted from the allowance in the period in which the financial assets are deemed uncollectible. We elected to reverse accrued interest deemed uncollectible as a reversal of interest income. In instances where we collect cash that has previously been written off, the recovery will be recognized through earnings or as a reduction of the amortized cost basis for interest and principal, respectively.

Mortgage loans are stated at unpaid principal balances, net of unamortized discounts and valuation allowances. For collectively evaluated mortgages, the Company estimates the allowance for credit losses based on the amortized cost basis of its mortgages over their expected life using a PD / LGD model. For individually evaluated mortgages, the Company continues to recognize valuation allowances based on the present value of expected future cash flows discounted at the loan’s original effective interest rate or on its collateral value if the loan is collateral dependent.

For commercial, agricultural and residential mortgage loans, an allowance for credit loss is typically recommended when management believes it is probable that principal and interest will not be collected according to the contractual terms. Factors that influence management’s judgment in determining allowance for credit losses include the following:

•LTV ratio—Derived from current loan balance divided by the fair market value of the property. An allowance for credit loss is typically recommended when the LTV ratio is in excess of 100%. In the case where the LTV is in excess of 100%, the allowance for credit loss is derived by taking the difference between the fair market value (less cost of sale) and the current loan balance.

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•DSC ratio—Derived from actual operating earnings divided by annual debt service. If the ratio is below 1.0x, then the income from the property does not support the debt.

•DTI ratio - Is used for residential mortgage loans to assess a borrower’s ability to repay a loan. DTI ratio is derived by adding up all of the borrower’s debt payments and dividing that sum by the borrower’s gross monthly income.

•Consumer Credit Score - Is used for residential mortgage loans to determine the borrower’s credit worthiness and eligibility for a residential loan based upon credit reports.

•Occupancy—Criteria vary by property type but low or below market occupancy is an indicator of sub-par property performance.

•Lease expirations—The percentage of leases expiring in the upcoming 12 to 36 months are monitored as a decline in rent and/or occupancy may negatively impact the DSC ratio. In the case of single-tenant properties or properties with large tenant exposure, the lease expiration is a material risk factor.

•Maturity—Mortgage loans that are not fully amortizing and have upcoming maturities within the next 12 to 24 months are monitored in conjunction with the capital markets to determine the borrower’s ability to refinance the debt and/or pay off the balloon balance.

•Borrower/tenant related issues—Financial concerns, potential bankruptcy, or words or actions that indicate imminent default or abandonment of property.

•Payment status—current vs. delinquent—A history of delinquent payments may be a cause for concern.

•Property condition—Significant deferred maintenance observed during the lenders annual site inspections.

•Other—Any other factors such as current economic conditions may call into question the performance of the loan.

Mortgage loans that do not share similar risk characteristics with other loans in the portfolio are individually evaluated quarterly by the IUS Committee for impairment on a loan-by-loan basis, including an assessment of related collateral value. Commercial mortgages 60 days or more past due and agricultural and residential mortgages 90 days or more past due, as well as all mortgages in the process of foreclosure, are identified as problem mortgages. Based on its monthly monitoring of mortgages, a class of potential problem mortgages also is identified, consisting of mortgage loans not currently classified as problems but for which management has doubts as to the ability of the borrower to comply with the present loan payment terms and which may result in the loan becoming a problem or being restructured. The decision whether to classify a performing mortgage loan as a potential problem involves significant subjective judgments by management as to likely future industry conditions and developments with respect to the borrower or the individual mortgaged property.

For problem mortgage loans a valuation allowance is established to provide for the risk of credit losses inherent in the lending process. The allowance includes loan specific reserves for loans determined to be non-performing as a result of the loan review process. A non-performing loan is defined as a loan for which it is probable that amounts due according to the contractual terms of the loan agreement will not be collected. The loan specific portion of the loss allowance is based on our assessment as to ultimate collectability of loan principal and interest. Valuation allowances for a non-performing loan are recorded based on the present value of expected future cash flows discounted at the loan’s effective interest rate or based on the fair value of the collateral if the loan is collateral dependent. The valuation allowance for mortgage loans can increase or decrease from period to period based on such factors.

Impaired mortgage loans without provision for losses are mortgage loans where the fair value of the collateral or the net present value of the expected future cash flows related to the loan equals or exceeds the recorded investment. Interest income earned on mortgage loans where the collateral value is used to measure impairment is recorded on a cash basis. Interest income on mortgage loans where the present value method is used to measure impairment is accrued on the net carrying value amount of the loan at the interest rate used to discount the cash flows. Changes in the present value attributable to changes in the amount or timing of expected cash flows are reported as investment gains or losses.

Mortgage loans are placed on nonaccrual status once management believes the collection of accrued interest is doubtful. Once mortgage loans are classified as nonaccrual mortgage loans, interest income is recognized under the cash basis of accounting and the resumption of the interest accrual would commence only after all past due interest has been collected or the mortgage loan on real estate has been restructured to where the collection of interest is considered likely.

See Note 2 and Note 3 of the Notes to the Consolidated Financial Statements for additional information relating to our determination of the amount of allowances and impairments.

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Derivatives

We use freestanding derivative instruments to hedge various capital market risks in our products, including: (i) certain guarantees, some of which are reported as embedded derivatives; (ii) current or future changes in the fair value of our assets and liabilities; and (iii) current or future changes in cash flows. All derivatives, whether freestanding or embedded, are required to be carried on the consolidated balance sheet at fair value with changes reflected in either net income (loss) or in OCI, depending on the type of hedge. Below is a summary of critical accounting estimates by type of derivative.

Freestanding Derivatives

The determination of the estimated fair value of freestanding derivatives, when quoted market values are not available, is based on market standard valuation methodologies and inputs that management believes are consistent with what other market participants would use when pricing such instruments. Derivative valuations can be affected by changes in interest rates, foreign currency exchange rates, financial indices, credit spreads, default risk, nonperformance risk, volatility, liquidity and changes in estimates and assumptions used in the pricing models. See Note 8 of the Notes to the Consolidated Financial Statements for additional details on significant inputs into the OTC derivative pricing models and credit risk adjustment.

Goodwill

Goodwill represents the excess of purchase price over the estimated fair value of identifiable net assets acquired in a business combination. We test goodwill for recoverability each annual reporting period at December 31 and at interim periods if facts or circumstances are indicative of potential impairment. As of December 31, 2025, our goodwill of $5.1 billion results solely from our investment in AB and is attributed to the Asset Management segment, also deemed a reporting unit for purpose of assessing the recoverability of that goodwill.

Estimating the fair value of reporting units for the purpose of goodwill impairment testing is a subjective process that involves the use of significant judgments by management. Estimates of fair value are inherently uncertain and represent management’s reasonable expectation regarding future developments, giving consideration to internal strategic plans and general market and economic forecasts. On an annual basis, or when circumstances warrant, goodwill is tested for impairment utilizing the market approach, where the fair value of the reporting unit is based on its adjusted market valuation assuming a control premium.

Income Taxes

Income taxes represent the net amount of income taxes that we expect to pay to or receive from various taxing jurisdictions in connection with its operations. We provide for Federal and state income taxes currently payable, as well as those deferred due to temporary differences between the financial reporting and tax bases of assets and liabilities. Deferred tax assets and liabilities are measured at the balance sheet date using enacted tax rates expected to apply to taxable income in the years the temporary differences are expected to reverse. The realization of deferred tax assets depends upon the existence of sufficient taxable income within the carryforward periods under the tax law in the applicable jurisdiction. Valuation allowances are established when management determines, based on available information, that it is more likely than not that deferred tax assets will not be realized. Management considers all available evidence including past operating results, the existence of cumulative losses in the most recent years, forecasted earnings, future taxable income and prudent and feasible tax planning strategies. Our accounting for income taxes represents management’s best estimate of the tax consequences of various events and transactions. At December 31, 2025, we determined that it was more likely than not that a portion of our capital deferred tax assets would not be realized. For more information, see Note 18 of the Notes to the Consolidated Financial Statements.

Significant management judgment is required in determining the provision for income taxes and deferred tax assets and liabilities, and in evaluating our tax positions including evaluating uncertainties under the guidance for Accounting for Uncertainty in Income Taxes. Under the guidance, we determine whether it is more likely than not that a tax position will be sustained upon examination by the appropriate taxing authorities before any part of the benefit can be recorded in the financial statements. Tax positions are then measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon settlement.

Our tax positions are reviewed quarterly, and the balances are adjusted as new information becomes available.

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Litigation and Regulatory Contingencies

We are a party to a number of legal actions and are involved in a number of regulatory investigations. Given the inherent unpredictability of these matters, it is difficult to estimate the impact on our financial position, results of operations and cash flows.

Liabilities are established when it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. On a quarterly and annual basis, we review relevant information with respect to liabilities for litigation, regulatory investigations and litigation-related contingencies to be reflected in our consolidated financial statements included elsewhere herein. See Note 19 of the Notes to the Consolidated Financial Statements for information regarding our assessment of litigation contingencies.

Adoption of New Accounting Pronouncements

See Note 2 of the Notes to the Consolidated Financial Statements for a complete discussion of newly issued accounting pronouncements.

Part II, Item 7A.

        QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our businesses are subject to financial, market, political and economic risks, as well as to risks inherent in our business operations. The discussion that follows provides additional information on market risks arising from our insurance asset/liability management and investment management activities. Such risks are evaluated and managed by each business on a decentralized basis. Primary market risk exposure results from interest rate fluctuations, equity price movements and changes in credit quality.

Retirement Segment and Corporate and Other

Our results significantly depend on profit margins or “spreads” between investment results from assets held in the General Account investment portfolio and interest credited on individual insurance and annuity products. Management believes its fixed rate liabilities should be supported by a portfolio principally composed of fixed rate investments that generate predictable, steady rates of return. Although these assets are purchased for long-term investment, the portfolio management strategy considers them AFS in response to changes in market interest rates, changes in prepayment risk, changes in relative values of asset sectors and individual securities and loans, changes in credit quality outlook and other relevant factors. See the “Investments” section of Note 2 of the Notes to the Consolidated Financial Statements for the accounting policies for the investment portfolios. The objective of portfolio management is to maximize returns, taking into account interest rate and credit risks. Insurance asset/liability management includes strategies to minimize exposure to loss as interest rates and economic and market conditions change. As a result, the fixed maturity portfolio has modest exposure to call and prepayment risk and the vast majority of mortgage holdings are fixed rate mortgages that carry yield maintenance and prepayment provisions.

Investments with Interest Rate Risk – Fair Value

Assets with interest rate risk include AFS and trading fixed maturities and mortgage loans that make up 77.7% and 80.2% of the fair value of the General Account investment portfolio as of December 31, 2025 and 2024, respectively. As part of our asset/liability management, quantitative analyses are used to model the impact various changes in interest rates have on assets with interest rate risk. The table that follows shows the impact an immediate one percent increase/decrease in interest rates as of December 31, 2025 and 2024 would have on the fair value of fixed maturities and mortgage loans:

97

Interest Rate Risk Exposure

	December 31,
	2025						2024
	Fair Value		Impact of +1% Change		Impact of -1% Change		Fair Value		Impact of +1% Change		Impact of -1% Change
	(in millions)
Fixed Income Investments:
AFS securities:
Fixed rate	$	66,701	$	(3,753)	$	4,062	$	66,279	$	(4,080)	$	4,558
Floating rate	$	10,461	$	(10)	$	13	$	10,115	$	(11)	$	9
Fixed maturities at FVO:
Floating rate	$	2,943	$	(7)	$	7	$	2,053	$	(5)	$	5
Trading securities:
Fixed rate	$	794	$	(61)	$	67	$	497	$	(38)	$	42
Floating rate	$	225	$	(1)	$	1	$	35	$	—	$	—
Mortgage loans (1)	$	21,957	$	(760)	$	823	$	18,567	$	(656)	$	708

______________

(1)Mortgage loans carried at fair value using the fair value option of $50 million as of December 31, 2025 are included in the above table.

A one percent increase/decrease in interest rates is a hypothetical rate scenario used to demonstrate potential risk; it does not represent management’s view of future market changes. While these fair value measurements provide a representation of interest rate sensitivity of fixed maturities and mortgage loans, they are based on various portfolio exposures at a particular point in time and may not be representative of future market results. These exposures will change as a result of ongoing portfolio activities in response to management’s assessment of changing market conditions and available investment opportunities.

Investments with Equity Price Risk – Fair Value

The investment portfolios also have direct holdings of public and private equity securities. The following table shows the potential exposure from those equity security investments, measured in terms of fair value, to an immediate 10% increase/decrease in equity prices from those prevailing as of December 31, 2025 and 2024:

Equity Price Risk Exposure

	December 31,
	2025						2024
	Fair Value		Impact of+10% Equity Price Change		Impact of -10% Equity Price Change		Fair Value		Impact of+10% Equity Price Change		Impact of -10% Equity Price Change
	(in millions)
Equity Investments	$	502	$	50	$	(50)	$	634	$	63	$	(63)

A 10% decrease in equity prices is a hypothetical scenario used to calibrate potential risk and does not represent management’s view of future market changes. The fair value measurements shown are based on the equity securities portfolio exposures at a particular point in time and these exposures will change as a result of ongoing portfolio activities in response to management’s assessment of changing market conditions and available investment opportunities.

Liabilities with Interest Rate Risk – Fair Value

As of December 31, 2025 and 2024, the aggregate carrying values of insurance contracts with interest rate risk were $20.1 billion and $15.0 billion, respectively. The aggregate fair value of such liabilities as of December 31, 2025 and 2024 were $20.0 billion and $14.7 billion, respectively. The impact of a relative 1% decrease in interest rates would be an increase in the fair value of those liabilities of $206 million and $110 million, respectively. While these fair value measurements provide a representation of the interest rate sensitivity of insurance liabilities, they are based on the composition of such liabilities at a particular point in time and may not be representative of future results.

98

Asset/liability management is integrated into many aspects of the Retirement segment and Corporate and Other operations, including investment decisions, product development and determination of crediting rates. As part of our risk management process, numerous economic scenarios are modeled, including cash flow testing required for insurance regulatory purposes, to determine if existing assets would be sufficient to meet projected liability cash flows. Key variables include policyholder behavior, such as persistency, under differing crediting rate strategies.

Derivatives and Interest Rate and Equity Risks – Fair Value

We primarily use derivative contracts for asset/liability risk management, to mitigate our exposure to equity market decline and interest rate risks and for hedging individual securities. In addition, we periodically enter into forward, exchange-traded futures and interest rate swap, swaptions and floor contracts to reduce the economic impact of movements in the equity and fixed income markets, including the program to hedge certain risks associated with the GMxB features. As more fully described in Note 2 and Note 4 of the Notes to the Consolidated Financial Statements, various traditional derivative financial instruments are used to achieve these objectives. To minimize credit risk exposure associated with its derivative transactions, each counterparty’s credit is appraised and approved, and risk control limits and monitoring procedures are applied. Credit limits are established and monitored on the basis of potential exposures that take into consideration current market values and estimates of potential future movements in market values given potential fluctuations in market interest rates. To reduce credit exposures in OTC derivative transactions, we enter into master agreements that provide for a netting of financial exposures with the counterparty and allow for collateral arrangements. We further control and minimize counterparty exposure through a credit appraisal and approval process. Under the ISDA Master Agreement, we have executed a CSA with each of our OTC derivative counterparties that require both posting and accepting collateral either in the form of cash or high-quality securities, such as U.S. Treasury securities or those issued by government agencies.

Mark to market exposure is a point-in-time measure of the value of a derivative contract in the open market. A positive value indicates existence of credit risk for us because the counterparty would owe money to us if the contract were closed. Alternatively, a negative value indicates we would owe money to the counterparty if the contract were closed. If there is more than one derivative transaction outstanding with a counterparty, a master netting arrangement exists with the counterparty. In that case, the market risk represents the net of the positive and negative exposures with the single counterparty. In management’s view, the net potential exposure is the better measure of credit risk. As of December 31, 2025 and 2024, the net fair values of our derivatives were $8.6 billion and $6.9 billion, respectively.

The tables below show the interest rate or equity sensitivities of those derivatives, measured in terms of fair value. These exposures will change as a result of ongoing portfolio and risk management activities.

Derivative Financial Instruments

				Interest Rate Sensitivity
	Notional Amount		Weighted Average Term (Years)	Impact of -1% Change		Fair Value		Impact of +1% Change
	(in millions)
December 31, 2025
Swaps	$	1,546	11	$	(243)	$	(348)	$	(431)
Futures	8,802		—	228		—		(168)
Total	$	10,348		$	(15)	$	(348)	$	(599)
December 31, 2024
Swaps	$	1,606	12	$	(242)	$	(347)	$	(432)

99

Futures	9,310		—	275		—		(216)
Total	$	10,916		$	33	$	(347)	$	(648)

				Equity Sensitivity
	Notional Amount		Weighted Average Term (Years)	Fair Value		Balance after -10% Equity Price Shift
	(in millions)
December 31, 2025
Futures	$	14,851	—	$	—	$	(280)
Swaps	18,132		1	19		1,467
Options	88,273		2	21,106		16,508
Forwards	—		1	34		(33)
Total	$	121,256		$	21,159	$	17,662
December 31, 2024
Futures	$	14,372	—	$	—	$	(382)
Swaps	16,047		1	57		1,439
Options	70,634		3	16,328		12,804
Forwards	—		—	—		—
Total	$	101,053		$	16,385	$	13,861

Market Risk Benefits and Interest Rate and Equity Risks – Fair Value

GMxB feature’s liability associated with certain annuity contracts is considered market risk benefits for accounting purposes and was reported at its fair value of $9.4 billion and $10.9 billion as of December 31, 2025 and 2024, respectively. The potential fair value exposure to an immediate 10% drop in equity prices from those prevailing as of December 31, 2025 and 2024, respectively, would be to decrease the direct market risk benefits balance by $1.1 billion and $1.3 billion. The potential fair value exposure to an immediate 50 bps drop in interest rates from those prevailing as of December 31, 2025 and 2024, respectively, would decrease the direct market risk benefits balance by $1.1 billion and $1.3 billion.

We have entered into reinsurance contracts to mitigate the risk associated with the impact of potential market fluctuations GMxB features contained in certain annuity contracts. These reinsurance contracts are accounted for as purchased market risk benefits and reported at their fair values of $5.3 billion and $7.4 billion as of December 31, 2025 and 2024, respectively. The potential fair value exposure to an immediate 10% drop in equity prices from those prevailing as of December 31, 2025 and 2024, respectively, would increase the balances of the reinsurance contract asset by $361 million and $480 million. The potential fair value exposure to an immediate 50 bps drop in interest rates from those prevailing as of December 31, 2025 and 2024, respectively, would increase the balances of the reinsurance contract asset by $498 million and $715 million.

Asset Management

The investments of our Asset Management segment consist of trading and AFS investments and other investments. AB’s trading and AFS investments include U.S. Treasury bills and equity and fixed income mutual funds’ investments. Trading investments are purchased for short-term investment, principally to fund liabilities related to deferred compensation plans and to seed new investment services. Although AFS investments are purchased for long-term investment, the portfolio strategy considers them AFS from time to time due to changes in market interest rates, equity prices and other relevant factors. Other investments include investments in hedge funds sponsored by AB and other private investment vehicles.

Investments with Interest Rate Risk – Fair Value

The table below provides AB’s potential exposure with respect to its fixed income investments, measured in terms of fair value, to an immediate 1% increase in interest rates at all maturities from the levels prevailing as of December 31, 2025 and 2024:

100

Interest Rate Risk Exposure

	December 31, 2025						December 31, 2024
	Fair Value		Balance After -1% Change		Balance After +1% Change		Fair Value		Balance After -1% Change		Balance After +1% Change
	(in millions)
Fixed Income Investments:
Trading	$	75	$	79	$	70	$	51	$	55	$	48

Such a fluctuation in interest rates is a hypothetical rate scenario used to calibrate potential risk and does not represent AB management’s view of future market changes. Although these fair value measurements provide a representation of interest rate sensitivity of its investments in fixed income mutual funds and fixed income hedge funds, they are based on AB’s exposures at a particular point in time and may not be representative of future market results. These exposures will change as a result of ongoing changes in investments in response to AB management’s assessment of changing market conditions and available investment opportunities.

Investments with Equity Price Risk – Fair Value

AB’s investments include investments in equity mutual funds and equity hedge funds. The following table presents AB’s potential exposure from its equity investments, measured in terms of fair value, to an immediate 10% drop in equity prices from those prevailing as of December 31, 2025 and 2024:

Equity Price Risk Exposure

	December 31, 2025						December 31, 2024
	Fair Value		Balance After +10% Equity Price Change		Balance After -10% Equity Price Change		Fair Value		Balance After +10% Equity Price Change		Balance After -10% Equity Price Change
	(in millions)
Equity Investments:
Trading	$	137	$	151	$	124	$	151	$	166	$	136
Other investments	$	319	$	351	$	287	$	333	$	367	$	300

A 10% decrease in equity prices is a hypothetical scenario used to calibrate potential risk and does not represent AB management’s view of future market changes. While these fair value measurements provide a representation of equity price sensitivity of AB’s investments in equity mutual funds and equity hedge funds, they are based on AB’s exposure at a particular point in time and may not be representative of future market results. These exposures will change as a result of ongoing portfolio activities in response to AB management’s assessment of changing market conditions and available investment opportunities.

101

Item 8. Financial Statements and Supplementary Data

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Audited Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm (PricewaterhouseCoopers LLP, New York, New York, PCAOB ID: 238)	103
Consolidated Balance Sheets, December 31, 2025 and 2024	105
Consolidated Statements of Income (Loss), Years Ended December 31, 2025, 2024 and 2023	106
Consolidated Statements of Comprehensive Income (Loss), Years Ended December 31, 2025, 2024 and 2023	107
Consolidated Statements of Equity, Years Ended December 31, 2025, 2024 and 2023	108
Consolidated Statements of Cash Flows, Years Ended December 31, 2025, 2024 and 2023	110
Notes to Consolidated Financial Statements
Note 1 - Organization	113
Note 2 - Significant Accounting Policies	114
Note 3 - Investments	131
Note 4 - Derivatives	145
Note 5 - Goodwill and Other Intangible Assets	152
Note 6 - Closed Block	152
Note 7 - DAC and Other Deferred Assets/Liabilities	154
Note 8 - Fair Value Disclosures	156
Note 9 - Liabilities for Future Policyholder Benefits	172
Note 10 - Market Risk Benefits	177
Note 11 - Policyholder Account Balances	179
Note 12 - Leases	185
Note 13 - Reinsurance	187
Note 14 - Short-Term and Long-Term Debt	188
Note 15 - Related Party Transactions	191
Note 16 - Employee Benefit Plans	192
Note 17 - Share-Based Compensation Programs	200
Note 18 - Income Taxes	204
Note 19 - Commitments and Contingent Liabilities	206
Note 20 - Insurance Statutory Financial Information	209
Note 21 - Business Segment Information	212
Note 22 - Equity	217
Note 23 - Earnings Per Share	222
Note 24 - Redeemable NCI	222
Note 25 - Revision of Prior Period Financial Statements	222
Note 26 - Subsequent Events	228
Audited Consolidated Financial Statement Schedules
Schedule I - Summary of Investments - Other than Investments in Related Parties, December 31, 2025	229
Schedule II - Condensed Financial Information of Parent Company as of December 31, 2025 and 2024, and for the Years Ended December 31, 2025, 2024 and 2023	229
Schedule III - Supplementary Insurance Information, as of and for the Years Ended December 31, 2025, 2024 and 2023	234
Schedule IV - Reinsurance, Years Ended December 31, 2025, 2024 and 2023	235

102

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Equitable Holdings, Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Equitable Holdings, Inc. and its subsidiaries (the "Company") as of December 31, 2025 and 2024, and the related consolidated statements of income (loss), of comprehensive income (loss), of equity and of cash flows for each of the three years in the period ended December 31, 2025, including the related notes and financial statement schedules listed in the index appearing under Item 15.2 (collectively referred to as the "consolidated financial statements"). We also have audited the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Annual Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

103

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Valuation of Market Risk Benefits

As described in Notes 2 and 8 to the consolidated financial statements, certain guaranteed minimum death and living benefits (collectively, the “GMxB features”) associated with variable annuity products, other general account annuities and ceded reinsurance contracts with GMxB features with other than nominal market risk are identified by management, measured at estimated fair value and presented separately on the balance sheet as market risk benefits. Market risk benefits (MRBs) are measured at fair value on a seriatim basis using an ascribed fee approach. The ascribed fee is determined at policy inception date so that the present value of claims, including any risk charge, is equal to the present value of the projected attributed fees which will be capped at average present value of total policyholder contractual fees. The attributed fee percentage is considered a fixed term of the MRB feature and is held static over the life of the contract. The market risk benefits fair value is equal to the estimated present value of benefits less the estimated present value of ascribed fees and is determined using a discounted cash flow valuation technique. Considerable judgment is utilized by management in determining the assumptions related to lapse rates, withdrawal rates, utilization rates, non-performance risk, volatility rates, annuitization rates and mortality (collectively, the “significant market risk benefit assumptions”). As of December 31, 2025, the estimated fair value of purchased market risk benefits, assets for market risk benefits and liabilities for market risk benefits was $5,260 million, $752 million and $10,153 million, respectively.

The principal considerations for our determination that performing procedures relating to the valuation of market risk benefits is a critical audit matter are (i) the significant judgment by management in developing the fair value estimate of market risk benefits, (ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating audit evidence related to management’s significant market risk benefit assumptions and, (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the valuation of market risk benefits, including controls over the development of the assumptions utilized in the valuation of market risk benefits. These procedures also included, among others (i) evaluating management’s process for developing the fair value estimate of market risk benefits, (ii) testing, on a sample basis, the completeness and accuracy of data used by management in developing the estimates, and (iii) the involvement of professionals with specialized skill and knowledge to assist in evaluating the reasonableness of the significant market risk benefit assumptions used in developing the fair value estimate of market risk benefits based on the consideration of the Company’s historical and actual experience, industry trends, and market conditions, as applicable.

/s/ PricewaterhouseCoopers LLP

New York, New York

February 25, 2026

We have served as the Company’s auditor since 1993.

104

EQUITABLE HOLDINGS, INC.

Consolidated Balance Sheets

December 31, 2025 and 2024

	December 31
	2025		2024
	(in millions, except share data)
ASSETS
Investments:
Fixed maturities available-for-sale, at fair value (amortized cost of $82,106 and $84,717) (allowance for credit losses of $0 and $2)	$	77,162	$	76,641
Fixed maturities, at fair value using the fair value option (1)	2,943		2,053
Mortgage loans on real estate (net of allowance for credit losses of $313 and $278) (1)	22,668		20,072
Mortgage loans, at fair value using the fair value option	50		—
Policy loans	1,862		4,330
Other equity investments (1)	3,779		3,719
Trading securities, at fair value	1,572		1,089
Other invested assets (1)	10,968		8,537
Total investments	121,004		116,441
Cash and cash equivalents (1)	12,462		6,964
Cash and securities segregated, at fair value	499		500
Broker-dealer related receivables	2,162		1,961
Deferred policy acquisition costs	7,523		7,170
Goodwill and other intangible assets, net	5,309		5,371
Amounts due from reinsurers (allowance for credit losses of $7 and $8)	20,127		7,899
Current and deferred income taxes	2,577		2,003
Purchased market risk benefits	5,260		7,376
Other assets (1)	3,771		4,462
Assets for market risk benefits	752		863
Separate Accounts assets	136,544		134,717
Total Assets	$	317,990	$	295,727
LIABILITIES
Policyholders’ account balances	$	133,433	$	110,929
Liability for market risk benefits	10,153		11,810
Future policy benefits and other policyholders’ liabilities	17,660		17,613
Broker-dealer related payables	1,370		775
Customer related payables	1,937		1,933
Amounts due to reinsurers	1,542		1,421
Short-term debt	25		—
Long-term debt	3,835		3,833
Notes issued by consolidated variable interest entities, at fair value using the fair value option (1)	2,702		2,116
Other liabilities (1)	7,001		7,032
Separate Accounts liabilities	136,544		134,717
Total Liabilities	$	316,202	$	292,179
Redeemable noncontrolling interest (1) (2)	$	322	$	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	$	1,068	$	1,507
Common stock, $0.01 par value, 2,000,000,000 shares authorized; 468,341,734 and 477,801,636 shares issued, respectively; 283,358,187 and 309,900,248 shares outstanding, respectively	5		5
Additional paid-in capital	1,932		2,336
Treasury stock, at cost, 184,983,547 and 167,901,388 shares, respectively	(5,165)		(4,198)
Retained earnings	8,366		10,627
Accumulated other comprehensive income (loss)	(6,280)		(8,712)
Total equity attributable to Holdings	(74)		1,565
Noncontrolling interest	1,540		1,858
Total Equity	1,466		3,423
Total Liabilities, Redeemable Noncontrolling Interest and Equity	$	317,990	$	295,727

______________

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

(2)    See Note 24 of the Notes to these Consolidated Financial Statements for details of redeemable noncontrolling interest.

(3)    See Note 19 of the Notes to these Consolidated Financial Statements for details of commitments and contingent liabilities.

See Notes to Consolidated Financial Statements.

105

EQUITABLE HOLDINGS, INC.

Consolidated Statements of Income (Loss)

Years Ended December 31, 2025, 2024 and 2023

	Year Ended December 31,
	2025		2024		2023
	(in millions, except per share data)
REVENUES
Policy charges and fee income	$	2,168	$	2,495	$	2,380
Premiums	1,046		1,172		1,095
Net derivative gains (losses)	(2,055)		(2,551)		(2,397)
Net investment income (loss)	5,234		4,881		4,270
Investment gains (losses), net:
Credit and intent to sell losses on available-for-sale debt securities and loans	(68)		(82)		(220)
Other investment gains (losses), net	(1,271)		(51)		(493)
Total investment gains (losses), net	(1,339)		(133)		(713)
Investment management and service fees	5,263		5,263		4,820
Other income	1,348		1,298		1,005
Total revenues	11,665		12,425		10,460
BENEFITS AND OTHER DEDUCTIONS
Policyholders’ benefits	2,395		2,696		2,754
Remeasurement of liability for future policy benefits	38		(6)		86
Change in market risk benefits and purchased market risk benefits	(417)		(1,940)		(1,815)
Interest credited to policyholders’ account balances	3,016		2,493		2,041
Compensation and benefits	2,434		2,451		2,323
Commissions and distribution-related payments	2,093		1,896		1,590
Interest expense	224		226		228
Amortization of deferred policy acquisition costs	789		711		641
Other operating costs and expenses	2,286		1,822		1,898
Total benefits and other deductions	12,858		10,349		9,746
Income (loss) from continuing operations, before income taxes	(1,193)		2,076		714
Income tax (expense) benefit	156		(280)		910
Net income (loss)	(1,037)		1,796		1,624
Less: Net income (loss) attributable to the noncontrolling interest (1)	343		516		341
Net income (loss) attributable to Holdings	(1,380)		1,280		1,283
Less: Preferred stock dividends	61		80		80
Net income (loss) available to Holdings’ common shareholders	$	(1,441)	$	1,200	$	1,203
EARNINGS PER COMMON SHARE
Net income (loss) applicable to Holdings’ common shareholders per common share:
Basic	$	(4.83)	$	3.74	$	3.44
Diluted	$	(4.83)	$	3.69	$	3.42
Weighted average common shares outstanding (in millions):
Basic	298.1		321.2		350.1
Diluted	298.1		324.8		351.6

______________

(1)    Includes redeemable noncontrolling interest. See Note 24 of the Notes to these Consolidated Financial Statements for details of redeemable noncontrolling interest.

See Notes to Consolidated Financial Statements.

106

EQUITABLE HOLDINGS, INC.

Consolidated Statements of Comprehensive Income (Loss)

Years Ended December 31, 2025, 2024 and 2023

	Year Ended December 31,
	2025		2024		2023
	(in millions)
COMPREHENSIVE INCOME (LOSS)
Net income (loss)	$	(1,037)	$	1,796	$	1,624
Other comprehensive income (loss) net of income taxes:
Change in unrealized gains (losses), net of reclassification adjustment	2,568		(760)		2,379
Change in market risk benefits - instrument-specific credit risk	(32)		(375)		(1,049)
Change in liability for future policy benefits - current discount rate	(133)		150		(137)
Change in defined benefit plan related items not yet recognized in periodic benefit cost, net of reclassification adjustment	16		79		(4)
Foreign currency translation adjustment	30		(11)		15
Total other comprehensive income (loss), net of income taxes	2,449		(917)		1,204
Comprehensive income (loss)	1,412		879		2,828
Less: Comprehensive income (loss) attributable to the noncontrolling interest	360		514		351
Comprehensive income (loss) attributable to Holdings	$	1,052	$	365	$	2,477

See Notes to Consolidated Financial Statements.

107

EQUITABLE HOLDINGS, INC.

Consolidated Statements of Equity

Years Ended December 31, 2025, 2024 and 2023

	Year Ended December 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	—		—		65		25		—		—		90		211		301
Purchase of treasury stock	—		—		10		(1,460)		—		—		(1,450)		—		(1,450)
Reissuance of treasury stock	—		—		1		—		(15)		—		(14)		—		(14)
Retirement of common stock	—		—		—		481		(481)		—		—		—		—
Purchase of AB Holding units	—		—		(444)		—		—		—		(444)		(477)		(921)
Dividends paid to noncontrolling interest	—		—		—		—		—		—		—		(393)		(393)
Dividends on common stock (cash dividends declared per common share of $1.05)	—		—		—		—		(314)		—		(314)		—		(314)
Dividends on preferred stock	—		—		—		—		(61)		—		(61)		—		(61)
Redemption of preferred stock	(439)		—		—		—		(10)		—		(449)		—		(449)
Net income (loss)	—		—		—		—		(1,380)		—		(1,380)		326		(1,054)
Other comprehensive income (loss)	—		—		—		—		—		2,432		2,432		17		2,449
Other	—		—		(36)		(13)		—		—		(49)		(2)		(51)
December 31, 2025	$	1,068	$	5	$	1,932	$	(5,165)	$	8,366	$	(6,280)	$	(74)	$	1,540	$	1,466

Balance, beginning of period	$	1,562	a	$	5	a	$	2,328		$	(3,712)	a	$	10,250	$	(7,797)	$	2,636	$	1,739	$	4,375
Stock compensation	—			—			68			23			—		—		91		217		308
Purchase of treasury stock	—			—			6			(1,020)			—		—		(1,014)		—		(1,014)
Reissuance of treasury stock	—			—			—			—			(10)		—		(10)		—		(10)
Retirement of common stock	—			—			—			511			(511)		—		—		—		—
Purchase of AB Holding units	—			—			(35)			—			—		—		(35)		(157)		(192)
Dividends paid to noncontrolling interest	—			—			—			—			—		—		—		(384)		(384)
Dividends on common stock (cash dividends declared per common share of $0.94)	—			—			—			—			(302)		—		(302)		—		(302)
Dividends on preferred stock	—			—			—			—			(80)		—		(80)		—		(80)
Redemption of preferred stock	(55)			—			—			—			—		—		(55)		—		(55)
Net income (loss)	—			—			—			—			1,280		—		1,280		455		1,735
Other comprehensive income (loss)	—			—			—			—			—		(915)		(915)		(2)		(917)
Other	—			—			(31)		a	—			—		—		(31)		(10)		(41)
December 31, 2024	$	1,507		$	5		$	2,336		$	(4,198)		$	10,627	$	(8,712)	$	1,565	$	1,858	$	3,423

See Notes to Consolidated Financial Statements.

108

EQUITABLE HOLDINGS, INC.

Consolidated Statements of Equity

Years Ended December 31, 2025, 2024 and 2023

	Year Ended December 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	$	1,562	$	4	$	2,299	$	(3,297)	$	9,851	$	(8,991)	$	1,428	$	1,740	$	3,168
Stock compensation	—		—		54		17		—		—		71		180		251
Purchase of treasury stock	—		—		(1)		(918)		—		—		(919)		—		(919)
Reissuance of treasury stock	—		—		—		—		(16)		—		(16)		—		(16)
Retirement of common stock	—		—		—		487		(487)		—		—		—		—
Purchase of AB Holding units	—		—		—		—		—		—		—		(144)		(144)
Dividends paid to noncontrolling interest	—		—		—		—		—		—		—		(334)		(334)
Dividends on common stock (cash dividends declared per common share of $0.86)	—		—		—		—		(301)		—		(301)		—		(301)
Dividends on preferred stock	—		—		—		—		(80)		—		(80)		—		(80)
Net income (loss)	—		—		—		—		1,283		—		1,283		297		1,580
Other comprehensive income (loss)	—		—		—		—		—		1,194		1,194		10		1,204
Other	—		1		(24)		(1)				—		(24)		(10)		(34)
December 31, 2023	$	1,562	$	5	$	2,328	$	(3,712)	$	10,250	$	(7,797)	$	2,636	$	1,739	$	4,375

See Notes to Consolidated Financial Statements.

109

EQUITABLE HOLDINGS, INC.

Consolidated Statements of Cash Flows

Years Ended December 31, 2025 and 2024

	Year Ended December 31,
	2025		2024		2023
	(in millions)
Cash flows from operating activities:
Net income (loss)	$	(1,037)	$	1,796	$	1,624
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Interest credited to policyholders’ account balances	3,016		2,493		2,041
Policy charges and fee income	(2,168)		(2,495)		(2,380)
Net derivative (gains) losses	2,055		2,551		2,397
Credit and intent to sell losses on available-for-sale debt securities and loans	68		82		220
Investment (gains) losses, net	1,271		51		493
(Gains) losses on businesses held-for-sale	—		(135)		(1)
Realized and unrealized (gains) losses on trading securities	(95)		(82)		(77)
Loss on novation	499		—		—
AB Retirement plan losses	18		14		—
Non-cash long term incentive compensation expense	277		285		234
Amortization and depreciation	872		868		821
Remeasurement of liability for future policy benefits	38		(6)		86
Change in market risk benefits	(417)		(1,940)		(1,815)
Equity (income) loss from limited partnerships	(221)		(174)		(125)
Changes in:
Net broker-dealer and customer related receivables/payables	(135)		(446)		(910)
Reinsurance recoverable and related balances, net	(1,207)		(868)		(1,469)
Segregated cash and securities, net	1		368		655
Capitalization of deferred policy acquisition costs	(1,169)		(1,177)		(976)
Future policy benefits	91		394		329
Current and deferred income taxes	(968)		315		(1,168)
Other, net	(75)		112		(187)
Net cash provided by (used in) operating activities	$	714	$	2,006	$	(208)
Cash flows from investing activities:
Proceeds from the sale/maturity/pre-payment of:
Fixed maturities, available-for-sale	$	18,740	$	10,934	$	10,492
Fixed maturities, at fair value using the fair value option	773		875		483
Mortgage loans on real estate	2,128		1,170		446
Trading account securities	550		1,087		963
Short term investments	141		836		3,324
Other	585		777		738
Payment for the purchase/origination of:
Fixed maturities, available-for-sale	(25,955)		(21,058)		(12,031)
Fixed maturities, at fair value using the fair value option	(1,706)		(1,253)		(592)
Mortgage loans on real estate	(4,768)		(3,162)		(2,246)
Mortgage loans, at fair value using the fair value option	(50)		—		—
Trading account securities	(954)		(2,219)		(1,301)
Short term investments	(199)		(423)		(2,772)
Other	(435)		(278)		(878)
Cash settlements related to derivative instruments, net	606		(3,131)		(1,335)
Investment in capitalized software, leasehold improvements and EDP equipment	(34)		(153)		(117)

See Notes to Consolidated Financial Statements.

110

EQUITABLE HOLDINGS, INC.

Consolidated Statements of Cash Flows

Years Ended December 31, 2025 and 2024

	Year Ended December 31,
	2025		2024		2023
	(in millions)
Other, net	(390)		143		(25)
Net cash provided by (used in) investing activities	$	(10,968)	$	(15,855)	$	(4,851)
Cash flows from financing activities:
Policyholders’ account balances:
Deposits	$	26,745	$	19,094	$	16,925
Withdrawals	(12,124)		(10,518)		(9,842)
Transfers (to) from Separate Accounts	1,925		1,749		1,359
Payments of market risk benefits	(670)		(683)		(744)
Proceeds from short-term financings	—		—		—
Repayment of short-term financings	25		(254)		(504)
Change in collateralized pledged assets	(277)		(85)		(49)
Change in collateralized pledged liabilities	2,604		4,849		2,354
Issuance of long-term debt	495		—		497
Repayment of long term debt	(500)		(565)		—
Proceeds from collateralized loan obligations	46		52		40
Repayment of collateralized loan obligations	(52)		(61)		—
Proceeds from notes issued by consolidated VIEs	1,808		552		362
Repayment of notes issued by consolidated VIEs	(1,210)		(16)		—
Dividends paid on common stock	(314)		(302)		(301)
Dividends paid on preferred stock	(61)		(80)		(80)
Redemption of preferred stock	(449)		(55)		—
Purchase of AllianceBernstein Units	(761)		(35)		—
Purchase of AB Holding Units to fund long-term incentive compensation plan awards, net	(162)		(157)		(144)
Purchase of treasury shares	(1,450)		(1,014)		(919)
Purchases (redemptions) of noncontrolling interests of consolidated company-sponsored investment funds	214		340		274
Distribution to noncontrolling interest of consolidated subsidiaries	(393)		(384)		(334)
Change in securities lending	272		21		116
Other, net	5		(7)		(10)
Net cash provided by (used in) financing activities	$	15,716	$	12,441	$	9,000
Effect of exchange rate changes on cash and cash equivalents	$	36	$	(20)	$	23
Change in cash and cash equivalents	5,498		(1,428)		3,964

See Notes to Consolidated Financial Statements.

111

EQUITABLE HOLDINGS, INC.

Consolidated Statements of Cash Flows

Years Ended December 31, 2025 and 2024

	Year Ended December 31,
	2025		2024		2023
	(in millions)
Cash and cash equivalents, beginning of period	6,964		8,239		4,281
Change in cash of businesses held-for-sale	—		153		(6)
Cash and cash equivalents, end of period	$	12,462	$	6,964	$	8,239
Supplemental cash flow information:
Interest paid	$	293	$	318	$	344
Federal	$	430	$	(159)	$	121
State
California	—		7		—
New Jersey	—		3		—
New York	39		43		57
Pennsylvania	—		4		—
Other state and local	57		11		43
Foreign
Denmark	—		5		—
Japan	—		3		—
Luxembourg	—		3		—
Puerto Rico	—		12		—
United Kingdom	—		20		18
Taiwan	—		3		—
Other foreign	50		7		26
Income taxes (refunded) paid	$	576	$	(38)	$	265
Non-cash transactions from investing and financing activities:
Transfer of securities to reinsurer (1)	$	(8,777)	$	—	$	—
Transfer of policy loans to reinsurer (1)	$	(2,533)	$	—	$	—
Securities received in exchange for the 2029 Notes	$	—	$	547	$	—
Debt issued in exchange for the 2029 Notes	$	—	$	600	$	—
Deconsolidated trading securities	$	—	$	(1,153)	$	—
Deconsolidated redeemable noncontrolling interests	$	—	$	(1,040)	$	—

______________

(1)See Note 1 of the Notes to these Consolidated Financial Statements for details on the RGA reinsurance transaction.

See Notes to Consolidated Financial Statements.

112

EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements

1)    ORGANIZATION

Equitable Holdings, Inc. is the holding company for a diversified financial services organization. The Company conducts operations in three segments: Retirement, Asset Management and Wealth Management, and 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. See Note 21 of the Notes to these Consolidated Financial Statements for further information on the change to the reportable segments, which was made in the third quarter of 2025 and retrospectively applied.

•The Retirement segment is a leading provider of retirement solutions to individual and institutional clients. Our primary offerings include individual and group annuities, retirement savings plans, and institutional savings products, which we distribute through both proprietary and third-party distribution. Results for our spread lending business are also primarily reported within the Retirement segment.

•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 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 Company reports certain activities and items that are not included in our segments in Corporate and Other. Corporate and Other includes closed block of life insurance (the “Closed Block”), results for certain run-off blocks of business, and certain strategic investments and unallocated items, including interest and corporate expenses. In addition, beginning with the third quarter of 2025, results for the Individual Life and Employee Benefits businesses are reported in Corporate and Other. 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 December 31, 2025 and 2024, the Company’s economic interest in AB was approximately 68% 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. The increase in economic interest was due to the purchase of AB Holding Units relating to the AB Tender Offer transaction completed on April 3, 2025.

RGA Reinsurance Transaction

On July 31, 2025, Equitable Financial, as well as Equitable America and Equitable Financial L&A (each a “Ceding Company” and, together, the “Ceding Companies”), completed the master transaction agreement with RGA entered into on February 23, 2025 pursuant to which and subject to the terms and conditions set forth in such agreement, RGA entered into reinsurance agreements, as reinsurer, with each such Ceding Company, to effect the RGA Reinsurance Transaction.

At the closing of the transaction, (i) each of Equitable Financial and Equitable America entered into a separate coinsurance and modified coinsurance agreement with RGA and (ii) Equitable Financial L&A entered into a coinsurance agreement with RGA, each with an effective date of April 1, 2025, pursuant to which each Ceding Company ceded to RGA a 75% quota share of such Ceding Company’s in-force individual life insurance block and Closed Block. At the closing of the transaction, assets supporting the general account liabilities relating to the reinsured contracts were deposited into a trust account for the benefit of Equitable Financial and a trust account for the benefit of Equitable America and Equitable Financial L&A, which assets will secure RGA’s obligations to each ceding company under the applicable reinsurance agreement. Equitable Financial and Equitable America reinsured the applicable separate accounts relating to the applicable reinsured contracts on a modified coinsurance basis. In addition, the investment of assets in each trust account will be subject to investment guidelines and certain capital adequacy related triggers will require enhanced funding. The reinsurance agreements also contain additional counterparty risk

113

EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements, Continued

management and mitigation provisions. Each ceding company will continue to administer the applicable reinsured contracts.

As part of the transaction, on June 16, 2025, ABLP entered into an investment advisory agreement with RGA, pursuant to which AB will manage certain assets to be specified representing approximately 70% of assets supporting the reserves associated with the ceded policies under the reinsurance agreements.

As consideration for the RGA Reinsurance Transaction, the Ceding Companies transferred assets of $11.6 billion, including primarily available-for-sale securities, cash and policy loans as the consideration for the reinsurance transaction. The transfer of assets resulted in a loss of $1.1 billion to the Company, recorded in Investment gains (losses), net. In addition, the Company recorded $12.3 billion of direct insurance liabilities ceded under the reinsurance contract included in amounts due from reinsurers (includes $334 million of ceded reserves related to the non-insulated (“NI”) modco offset by NI modco payable) and $593 million of deferred gain on cost of reinsurance included within other liabilities. We recorded a $154 million a residual liability representing the difference between Closed Block Assets and Liabilities for the amount owed to RGA, Additionally, Equitable Financial and Equitable America ceded a total of $14.1 billion of Separate Account liabilities under the modified coinsurance portion of the respective reinsurance agreements.

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.

As a result of the novation of certain Legacy VA policies completed during the first quarter 2025, 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 purchased 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. Purchased 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.

AB Tender Offer and Unit Exchange

On February 24, 2025, Holdings commenced a cash tender offer (the “AB Tender 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 Holding Units pursuant to the AB Tender Offer for an aggregate cost of $758 million. The AB Holding Units accepted for purchase represented approximately 17.9% of the outstanding units at the time of purchase. On July 10, 2025, AB and Holdings entered into an Amended and Restated Master Exchange Agreement to increase the AB Units that remain available for exchange from 4.8 million AB Units to 19.7 million AB Units, and Holdings exchanged 19.7 million AB Holding Units for an equal number of limited partnership interests in ABLP. The exchange had no effect on Holdings’ economic interest in AB.

2)     SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The preparation of the accompanying consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions (including normal, recurring accruals) that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from these estimates.

The accompanying 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 VIEs that meet the requirements for consolidation.

114

EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements, Continued

Financial results in the historical consolidated financial statements may not be indicative of the results of operations, comprehensive income (loss), financial position, equity or cash flows that would have been achieved had we operated as a separate, standalone entity during the reporting periods presented. We believe that the consolidated financial statements include all adjustments necessary for a fair presentation of the results of operations of the Company.

All significant intercompany transactions and balances have been eliminated in consolidation. The years “2025”, “2024” and “2023” refer to the years ended December 31, 2025, 2024 and 2023, respectively.

Adoption of New Accounting Pronouncements

Description	Effect on the Financial Statement or Other Significant Matters
ASU 2023-09: Income Taxes (Topic 740): Improvements to Income Tax Disclosures
The ASU enhances 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 Company adopted the new accounting standard ASU 2023-09 for the year ended December 31, 2025 on a retrospective basis. The adoption of ASU 2023-09 did not materially impact the Company’s financial position, results of operation, or cash flows. See Note 18 of the Notes to these Consolidated Financial Statements for details.

Future Adoption of New Accounting Pronouncements

Description	Effective Date and Method of Adoption	Effect on the Financial Statement or Other Significant Matters
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 consolidated financial statements of this ASU.

115

EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements, Continued

Investments

The carrying values of fixed maturities classified as AFS are reported at fair value. Changes in fair value are reported in OCI, net of allowance for credit losses, policy related amounts and deferred income taxes. Changes in credit losses are recognized in Investment gains (losses), net. The redeemable preferred stock investments that are reported in fixed maturities include REITs, perpetual preferred stock and redeemable preferred stock. These securities may not have a stated maturity, may not be cumulative and do not provide for mandatory redemption by the issuer.

The Company determines the fair values of fixed maturities and equity securities based upon quoted prices in active markets, when available, or through the use of alternative approaches when market quotes are not readily accessible or available. These alternative approaches include matrix or model pricing and use of independent pricing services, each supported by reference to principal market trades or other observable market assumptions for similar securities. More specifically, the matrix pricing approach to fair value is a discounted cash flow methodology that incorporates market interest rates commensurate with the credit quality and duration of the investment. The Company’s management, with the assistance of its investment advisors, evaluates AFS debt securities that experienced a decline in fair value below amortized cost for credit losses which are evaluated in accordance with the new financial instruments credit losses guidance. Integral to this review is an assessment made each quarter, on a security-by-security basis, by the IUS Committee, of various indicators of credit deterioration to determine whether the investment security has experienced a credit loss. This assessment includes, but is not limited to, consideration of the severity of the unrealized loss, failure, if any, of the issuer of the security to make scheduled payments, actions taken by rating agencies, adverse conditions specifically related to the security or sector, and the financial strength, liquidity and continued viability of the issuer.

The Company recognizes an allowance for credit losses on AFS debt securities with a corresponding adjustment to earnings rather than a direct write down that reduces the cost basis of the investment, and credit losses are limited to the amount by which the security’s amortized cost basis exceeds its fair value. Any improvements in estimated credit losses on AFS debt securities are recognized immediately in earnings. Management does not use the length of time a security has been in an unrealized loss position as a factor, either by itself or in combination with other factors, to conclude that a credit loss does not exist.

When the Company determines that there is more than 50% likelihood that it is not going to recover the principal and interest cash flows related to an AFS debt security, the security is placed on nonaccrual status and the Company reverses accrued interest receivable against interest income. Since the nonaccrual policy results in a timely reversal of accrued interest receivable, the Company does not record an allowance for credit losses on accrued interest receivable.

If there is no intent to sell or likely requirement to dispose of the fixed maturity security before its recovery, only the credit loss component of any resulting allowance is recognized in income (loss) and the remainder of the fair value loss is recognized in OCI. The amount of credit loss is the shortfall of the present value of the cash flows expected to be collected as compared to the amortized cost basis of the security. The present value is calculated by discounting management’s best estimate of projected future cash flows at the effective interest rate implicit in the debt security at the date of acquisition. Projections of future cash flows are based on assumptions regarding probability of default and estimates regarding the amount and timing of recoveries. These assumptions and estimates require use of management judgment and consider internal credit analyses as well as market observable data relevant to the collectability of the security. For mortgage and asset-backed securities, projected future cash flows also include assumptions regarding prepayments and underlying collateral value.

Write-offs of AFS debt securities are recorded when all or a portion of a financial asset is deemed uncollectible. Full or partial write-offs are recorded as reductions to the amortized cost basis of the AFS debt security and deducted from the allowance in the period in which the financial assets are deemed uncollectible. The Company elected to reverse accrued interest deemed uncollectible as a reversal of interest income. In instances where the Company collects cash that it has previously written off, the recovery will be recognized through earnings or as a reduction of the amortized cost basis for interest and principal, respectively.

Policy loans represent funds loaned to policyholders up to the cash surrender value of the associated insurance policies and are carried at the unpaid principal balances due to the Company from the policyholders. Interest income on policy loans is recognized in net investment income at the contract interest rate when earned. Policy loans are fully collateralized by the cash surrender value of the associated insurance policies.

Partnerships, investment companies and joint venture interests that the Company has control of and has an economic interest in or those that meet the requirements for consolidation under accounting guidance for consolidation of VIEs are consolidated. Those that the Company does not have control of and does not have a majority economic interest in

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Notes to Consolidated Financial Statements, Continued

and those that do not meet the VIE requirements for consolidation are reported on the equity method of accounting and are reported in other equity investments. The Company records its interests in certain of these partnerships on a month or one quarter lag.

Trading securities, which include equity securities and fixed maturities, are carried at fair value based on quoted market prices, with realized and unrealized gains (losses) reported in net investment income (loss) in the consolidated statements of income (loss).

The carrying values of certain fixed maturities are reported at fair value where the fair value option has been elected. The fair value option allows the Company to elect fair value as an alternative measurement for selected financial assets and financial liabilities not otherwise reported at fair value. Such elections have been made to help mitigate volatility in earnings that result from different measurement attributes. Electing the fair value option also allows the consistent accounting in net investment income (loss) for certain assets and liabilities. Changes in fair value of fixed maturities that have elected the fair value option are reflected in realized and unrealized gains (losses) reported in net investment income (loss) in the consolidated statements of income (loss).

Notes issued by consolidated variable interest entities represent notes issued by certain asset-backed investment vehicles, primarily CLOs, which we are required to consolidate. The creditors of these VIEs do not have recourse to the Company in excess of the assets contained within the VIEs. The Company has elected the fair value option for the majority of these notes and has based the fair value on the corresponding debt security collateral. Changes in fair value are reported in net investment income (loss).

COLI has been purchased by the Company and certain subsidiaries on the lives of certain key employees and the Company and these subsidiaries are named as beneficiaries under these policies. COLI is carried at the cash surrender value of the policies. As of December 31, 2025 and 2024, the carrying value of COLI was $1.1 billion and $965 million, respectively, and is reported in other invested assets in the consolidated balance sheets.

Cash and cash equivalents includes cash on hand, demand deposits, money market accounts, overnight commercial paper and highly liquid debt instruments purchased with an original maturity of three months or less. Due to the short-term nature of these investments, the recorded value is deemed to approximate fair value. Cash and securities segregated primarily includes U.S. Treasury Bills segregated by AB in a special reserve bank custody account for the exclusive benefit of its brokerage customers under Rule 15c3-3 of the Exchange Act.

Securities Sold under Agreements to Repurchase

Securities sold under agreements to repurchase involve the temporary exchange of securities for cash or other collateral of equivalent value, with agreement to redeliver a like quantity of the same or similar securities at a future date prior to maturity at a fixed and determinable price. Securities sold under agreements to repurchase transactions are conducted by the Company under a standardized securities industry master agreement, amended to suit the requirements of each respective counterparty. Transfers of securities under these agreements to repurchase are evaluated by the Company to determine whether they satisfy the criteria for accounting treatment as secured borrowing arrangements. Agreements not meeting the criteria would require recognition of the transferred securities as sales with related forward repurchase commitments. All of the Company’s securities repurchase transactions are accounted for as secured borrowings with the related obligations distinctly captioned in the consolidated balance sheets on a gross basis. As of December 31, 2025 and 2024 the Company had no securities sold under agreements to repurchase outstanding.

Securities Lending Program

The Company enters into securities lending transactions whereby securities are loaned to third parties, primarily major brokerage firms. Securities lending transactions are treated as financing arrangements and the associated liability is recorded as the amount of cash received. Income and expenses associated with securities lending transactions are reported within net investment income in the consolidated statements of income (loss).

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements, Continued

Derivatives

Derivatives are financial instruments whose values are derived from interest rates, foreign exchange rates, financial indices, values of securities or commodities, credit spreads, market volatility, expected returns and liquidity. Values can also be affected by changes in estimates and assumptions, including those related to counterparty behavior and non-performance risk used in valuation models. Derivative financial instruments generally used by the Company include equity, currency, and interest rate futures, total return and/or other equity swaps, interest rate swaps and floors, swaptions, variance swaps and equity options, all of which may be exchange-traded or contracted in the OTC market. All derivative positions are carried in the consolidated balance sheets at fair value, generally by obtaining quoted market prices or through the use of valuation models.

Freestanding derivative contracts are reported in the consolidated balance sheets either as assets within “other invested assets” or as liabilities within “other liabilities.” 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. All changes in the fair value of the Company’s freestanding derivative positions not designated to hedge accounting relationships, including net receipts and payments, are included in “net derivative gains (losses)” without considering changes in the fair value of the economically associated assets or liabilities.

The Company has designated certain derivatives it uses to economically manage asset/liability risk in relationships which qualify for hedge accounting. To qualify for hedge accounting, we formally document our designation at inception of the hedge relationship as a cash flow, fair value or net investment hedge. This documentation includes our risk management objective and strategy for undertaking the hedging transaction. The Company identifies how the hedging instrument is expected to offset the designated risks related to the hedged item and the method that will be used to retrospectively and prospectively assess the hedge effectiveness. To qualify for hedge accounting, a hedging instrument must be assessed as being highly effective in offsetting the designated risk of the hedged item. Hedge effectiveness is formally assessed and documented at inception and periodically throughout the life of the hedge accounting relationship.

The Company does not exclude any components of the hedging instrument from the effectiveness assessments and therefore does not separately measure or account for any excluded components of the hedging instrument.

While in cash flow hedge relationships, any periodic net receipts and payments from the hedging instrument are included in the income or expense line that the hedged item’s periodic income or expense is recognized. Other changes in the fair value of the hedging instrument while in a cash flow hedging relationship are reported within OCI. These amounts are deferred in AOCI until they are reclassified to Net income (loss). The reclassified amount offsets the effect of the cash flows on Net income (loss) in the same period when the hedged item affects earnings and on the same line as the hedged item.

We discontinue cash flow hedge accounting prospectively when the Company determines: (1) the hedging instrument is no longer highly effective in offsetting changes in the cash flow from the hedged risk, (2) the hedged item is no longer probable of occurring within two months of their forecast, or (3) the hedging instrument is otherwise redesignated from the hedging relationship. Changes in the fair value of the derivative after discontinuation of cash flow hedge accounting are accounted for as freestanding derivative positions not designated to hedge accounting relationships unless and until the derivative is redesignated to a hedge accounting relationship. When cash flow hedge accounting is discontinued the amounts deferred in AOCI during the hedge relationship continue to be deferred in AOCI, as long as the hedged items continue to be probable of occurring within two months of their forecast, until the hedged item affects Net income (loss). Any amount deferred in AOCI for hedged items which are no longer probable of occurring within two months of their forecast will be reclassified to “net derivative gains (losses)” at that time.

The Company is a party to financial instruments and other contracts that contain “embedded” derivative instruments. At inception, the Company assesses whether the economic characteristics of the embedded instrument are “clearly and closely related” to the economic characteristics of the remaining component of the “host contract” and whether a separate instrument with the same terms as the embedded instrument would meet the definition of a derivative instrument. Once those criteria are met the resulting embedded derivative is bifurcated from the host contract, carried in the consolidated balance sheets at fair value, and changes in its fair value are recognized immediately and captioned in the consolidated statements of income (loss) according to the nature of the related host contract. For certain financial instruments that contain an embedded derivative that otherwise would need to be bifurcated and reported at fair value, the Company instead may elect to carry the entire instrument at fair value.

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements, Continued

Mortgage Loans on Real Estate

The Company invests in commercial, agricultural and residential mortgage loans which are included in the consolidated balance sheets as mortgage loans on real estate. Mortgage loans are stated at unpaid principal balances, net of unamortized discounts and the allowance for credit losses. The Company calculates the allowance for credit losses in accordance with the CECL model in order to provide for the risk of credit losses in the lending process. The Company carries certain commercial mortgages originated at fair value where the fair value option has been elected.

Expected credit losses for loans with similar risk characteristics are estimated on a collective (i.e., pool) basis in order to meet CECL’s risk of loss concept which requires the Company to consider possibilities of loss, even if remote.

For collectively evaluated mortgages, the Company estimates the allowance for credit losses based on the amortized cost basis of its mortgages over their expected life using a PD / LGD model. The PD / LGD model incorporates the Company’s reasonable and supportable forecast of macroeconomic information over a specified period. The length of the reasonable and supportable forecast period is reassessed on a quarterly basis and may be adjusted as appropriate over time to be consistent with macroeconomic conditions and the environment as of the reporting date. For periods beyond the reasonable and supportable forecast period, the model reverts to historical loss information. The PD and LGD are estimated at the loan-level based on loans’ current and forecasted risk characteristics as well as macroeconomic forecasts. The PD is estimated using both macroeconomic conditions as well as individual loan risk characteristics including LTV ratios, DSC ratios, DTI ratio, seasoning, collateral type, geography, and underlying credit. The LGD is driven primarily by the type and value of collateral, and secondarily by expected liquidation costs and time to recovery.

For individually evaluated mortgages, the Company continues to recognize a valuation allowance on the present value of expected future cash flows discounted at the loan’s original effective interest rate or on its collateral value.

The CECL model is configured to the Company’s specifications and takes into consideration the detailed risk attributes of each discrete loan in the mortgage portfolio which will vary by loan type, but are not limited to the following:

•LTV ratio – Derived from current loan balance divided by the fair market value of the property. An LTV ratio in excess of 100% indicates an underwater mortgage.

•DSC ratio – Derived from actual operating earnings divided by annual debt service. If the ratio is below 1.0x, then the income from the property does not support the debt.

•DTI ratio - Is used for residential mortgage loans to assess a borrower’s ability to repay a loan. DTI ratio is derived by adding up all of the borrower’s debt payments and dividing that sum by the borrower’s gross monthly income.

•Consumer Credit Score - Is used for residential mortgage loans to determine the borrower’s credit worthiness and eligibility for a residential loan based upon credit reports.

•Occupancy – Criteria varies by property type but low or below market occupancy is an indicator of sub-par property performance.

•Lease expirations – The percentage of leases expiring in the upcoming 12 to 36 months are monitored as a decline in rent and/or occupancy may negatively impact the debt service coverage ratio. In the case of single-tenant properties or properties with large tenant exposure, the lease expiration is a material risk factor.

•Other – Any other factors such as maturity, borrower/tenant related issues, payment status, property condition, or current economic conditions may call into question the performance of the loan.

Mortgage loans that do not share similar risk characteristics with other loans in the portfolio are individually evaluated quarterly by the Company’s IUS Committee. The allowance for credit losses on these individually evaluated mortgages is a loan-specific reserve as a result of the loan review process that is recorded based on the present value of expected future cash flows discounted at the loan’s effective interest rate or based on the fair value of the collateral. The individually assessed allowance for mortgage loans can increase or decrease from period to period based on such factors.

Individually assessed loans may include, but are not limited to, mortgages that have deteriorated in credit quality such as a TDR and reasonably expected TDRs, mortgages for which foreclosure is probable, and mortgages which have

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Notes to Consolidated Financial Statements, Continued

been classified as “potential problem” or “problem” loans within the Company’s IUS Committee processes as described below.

Within the IUS process, commercial mortgages 60 days or more past due and agricultural and residential mortgages 90 days or more past due, as well as all mortgages in the process of foreclosure, are identified as problem mortgage loans. Based on its monthly monitoring of mortgages, a class of potential problem mortgage loans are also identified, consisting of mortgage loans not currently classified as problem mortgage loans but for which management has doubts as to the ability of the borrower to comply with the present loan payment terms and which may result in the loan becoming a problem or being modified. The decision whether to classify a performing mortgage loan as a potential problem involves judgments by management as to likely future industry conditions and developments with respect to the borrower or the individual mortgaged property.

Individually assessed mortgage loans without provision for losses are mortgage loans where the fair value of the collateral or the net present value of the expected future cash flows related to the loan equals or exceeds the recorded investment. Interest income earned on mortgage loans where the collateral value is used to measure impairment is recorded on a cash basis. Interest income on mortgage loans where the present value method is used to measure impairment is accrued on the net carrying value amount of the loan at the interest rate used to discount the cash flows.

Mortgage loans are placed on nonaccrual status once management believes the collection of accrued interest is not probable. Once mortgage loans are classified as nonaccrual mortgage loans, interest income is recognized under the cash basis of accounting and the resumption of the interest accrual would commence only after all past due interest has been collected or the mortgage loan has been restructured to where the collection of interest is considered likely. The Company charges off loan balances and accrued interest that are deemed uncollectible.

The components of amortized cost for mortgage loans on the consolidated balance sheets excludes accrued interest amounts because the Company presents accrued interest receivables within other assets. Once mortgage loans are placed on nonaccrual status, the Company reverses accrued interest receivable against interest income. Since the nonaccrual policy results in the timely reversal of accrued interest receivable, the Company does not record an allowance for credit losses on accrued interest receivable.

Loan Modifications

The investment the Company makes in commercial, agricultural and residential mortgage loans are included in the consolidated balance sheets as mortgage loans on real estate. The investments the Company makes in privately negotiated fixed maturities are included in the consolidated balance sheets as fixed maturities AFS. Under certain circumstances, modifications are granted to these contracts. Each modification is evaluated as to whether a loan modification has occurred. A loan modification is when the borrower is in financial difficulty and the creditor makes concessions. Generally, the types of concessions may include reducing the face amount or maturity amount of the debt as originally stated, reducing the contractual interest rate, extending the maturity date at an interest rate lower than current market interest rates and/or reducing accrued interest. The Company considers the amount, timing and extent of the concession granted in determining any impairment or changes in the specific credit allowance recorded in connection with the loan modification. A credit allowance may have been recorded prior to the period when the loan becomes a loan modification. Accordingly, the carrying value (net of the allowance) before and after modification through a loan modification may not change significantly, or may increase if the expected recovery is higher than the pre-modification recovery assessment. For information pertaining to our loan modifications see Note 3 of the Notes to these Consolidated Financial Statements.

Net Investment Income (Loss), Investment Gains (Losses) Net and Unrealized Investment Gains (Losses)

Realized investment gains (losses) are determined by identification with the specific asset and are presented as a component of revenue. Changes in the allowance for credit losses are included in investment gains (losses), net.

Realized and unrealized holding gains (losses) on trading and equity securities and fair value changes on mortgage loans where the fair value option has been elected, are reflected in net investment income (loss).

Unrealized investment gains (losses) on fixed maturities designated as AFS held by the Company are accounted for as a separate component of AOCI, net of related deferred income taxes, as are amounts attributable to certain pension operations, Closed Block’s policyholders’ dividend obligation, insurance liability loss recognition, DAC related to UL policies, investment-type products and participating traditional life policies.

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Notes to Consolidated Financial Statements, Continued

Changes in unrealized gains (losses) reflect changes in fair value of only those fixed maturities classified as AFS and do not reflect any change in fair value of policyholders’ account balances and future policy benefits.

Fair Value of Financial Instruments

See Note 8 of the Notes to these Consolidated Financial Statements for additional information regarding determining the fair value of financial instruments.

Recognition of Insurance Income and Related Expenses

Deposits related to UL and investment-type contracts are reported as deposits to policyholders’ account balances. Revenues from these contracts consist of fees assessed during the period against policyholders’ account balances for mortality charges, policy administration charges and surrender charges. Policy benefits and claims that are charged to expense include benefit claims incurred in the period in excess of related policyholders’ account balances.

DAC

Acquisition costs that vary with and are primarily related to the acquisition of new and renewal insurance business, reflecting incremental direct costs of contract acquisition with independent third parties or employees that are essential to the contract transaction, as well as the portion of employee compensation, including employee fringe benefits and other costs directly related to underwriting, policy issuance and processing, medical inspection, and contract selling for successfully negotiated contracts including commissions, underwriting, agency and policy issue expenses, are deferred.

Contracts are measured on a grouped basis utilizing cohorts consistent with those used in the calculation of future policy benefit reserves. DAC is amortized on a constant level basis for the grouped contracts over the expected term of the contract. For life insurance products, DAC is amortized in proportion to the face amount in force. For annuity products DAC is amortized in proportion to policy counts. The constant level basis used for amortization determines the current period amortization considering both the current period’s actual experience and future projections. The amortization pattern is revised quarterly on a prospective basis. Amortization of DAC is included in Amortization of DAC, part of total benefits and other deductions.

For some products, policyholders can elect to modify product benefits, features, rights or coverages that occur by the exchange of a contract for a new contract, or by amendment, endorsement, or rider to a contract, or by election or coverage within a contract. These transactions are known as internal replacements. If such modification substantially changes the contract, the associated DAC is written off immediately through income and any new acquisition costs associated with the replacement contract are deferred.

Amount due to and from Reinsurers

For each of its reinsurance agreements, the Company determines whether the agreement provides indemnification against loss or liability relating to insurance risk in accordance with applicable accounting standards. Cessions under reinsurance agreements do not discharge the Company’s obligations as the primary insurer. The Company reviews all contractual features, including those that may limit the amount of insurance risk to which the reinsurer is subject or features that delay the timely reimbursement of claims.

For reinsurance of existing in-force blocks of long-duration contracts that transfer significant insurance risk, the difference, if any, between the amounts paid (received), and the liabilities ceded (assumed) related to the underlying contracts is considered the net cost of reinsurance at the inception of the reinsurance agreement. Subsequent amounts paid (received) on the reinsurance of in-force blocks, as well as amounts paid (received) related to new business, are recorded as premiums ceded (assumed); and amounts due from reinsurers (amounts due to reinsurers) are established.

Assets and liabilities relating to reinsurance agreements with the same reinsurer may be recorded net on the balance sheet if a right of offset exists within the reinsurance agreement. In the event that reinsurers do not meet their obligations to the Company under the terms of the reinsurance agreements, reinsurance recoverable balances could become uncollectible. In such instances, reinsurance recoverable balances are stated net of allowances for uncollectible reinsurance.

Premiums, policy charges and fee income, and policyholders’ benefits include amounts assumed under reinsurance agreements and are net of reinsurance ceded. Amounts received from reinsurers for policy administration are reported in other revenues.

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Notes to Consolidated Financial Statements, Continued

For reinsurance contracts, reinsurance recoverable balances are generally calculated using methodologies and assumptions that are consistent with those used to calculate the direct liabilities.

Ceded reinsurance transactions are recognized and measured in a manner consistent with underlying reinsured contracts, including using consistent assumptions. Assumed and ceded reinsurance contract rights and obligations are accounted for on a basis consistent with our direct contract. The reinsurance cost or benefit for traditional life non-participating and limited-payment contracts is recognized in proportion to the Gross Premiums of the underlying direct cohorts. The locked-in single A discount rate used to calculate the reinsurance cost or benefit is established at inception of the reinsurance contract. Changes to the single A discount rate are reflected in comprehensive income at each reporting date.

If the Company determines that a reinsurance agreement does not expose the reinsurer to a reasonable possibility of a significant loss from insurance risk, the Company records the agreement using the deposit method of accounting. Deposits received are included in other liabilities and deposits made are included within other assets. As amounts are paid or received, consistent with the underlying contracts, the deposit assets or liabilities are adjusted. Interest on such deposits is recorded as other income or other operating costs and expenses, as appropriate.

Sales Inducement Assets

SIA are offered on certain deferred annuity products in the form of either immediate bonus interest credited or enhanced interest crediting rates for a period of time. The interest crediting expense associated with these SIA is deferred and amortized over the lives of the underlying contracts in a manner consistent with the amortization of DAC. Unamortized balances are included in other assets in the consolidated balance sheets and amortization is included in interest credited to policyholders’ account balances in the consolidated statements of income (loss).

Policyholders’ Account Balances

Policyholders’ account balances relate to contracts or contract features where the Company has no significant insurance risk. This liability represents the contract value that has accrued to the benefit of the policyholder as of the balance sheet date.

Obligations arising from funding agreements are also reported in policyholders’ account balances in the consolidated balance sheets. As a member of the FHLB, the Company has access to collateralized borrowings. The Company may also issue funding agreements to the FHLB. Both the collateralized borrowings and funding agreements would require the Company to pledge qualified mortgage-backed assets and/or government securities as collateral.

Future Policy Benefits and Other Policyholders’ Liabilities

The liability for future policy benefits is estimated based upon the present value of future policy benefits and related claim expenses less the present value of estimated future net premiums where net premium equals Gross Premium under the contract multiplied by the net premium ratio. Related claim expenses include termination and settlement costs and exclude acquisition costs and non-claim related costs. The liability is estimated using current assumptions that include discount rate, mortality, and lapses. Assumptions are based on judgments that consider the Company’s historical experience, industry data, and other factors.

For participating traditional life insurance policies, future policy benefit liabilities are calculated using a net level premium method based on guaranteed mortality and dividend fund interest rates. The liability for annual dividends represents the accrual of annual dividends earned. Terminal dividends are accrued in proportion to face amount over the life of the contract.

For non-participating traditional life insurance policies (Term) and limited pay contracts (Payout, Pension), contracts are grouped into cohorts by contract type and issue year. The Company quarterly updates its estimate of cash flows using actual experience and current future cash flow assumptions, which is reflected in an updated net premium ratio used to calculate the liability. The ratio of actual and future expected claims to actual and future expected premiums determines the net premium ratio. The policy administration expense assumption is not updated after policy issuance. If actual expenses differ from the original expense assumptions, the differences are recognized in the period identified. The revised net premium ratio is used to determine the updated liability for future policy benefits as of the beginning of the reporting period, discounted at the original contract issuance rate. Changes in the liability due to current discount rates differing from original rates are included in OCI within the consolidated statement of comprehensive income.

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Notes to Consolidated Financial Statements, Continued

For non-participating traditional life insurance policies and limited pay contracts, the discount rate assumption used is corporate A rated forward curve. We use a forward curve based upon a Bloomberg index. The liability is remeasured each quarter with the remeasurement change reported in OCI. The locked-in discount rate is generally based on expected investment returns at contract inception for contracts issued prior to January 1, 2021 and the upper medium grade fixed income corporate instrument yield (i.e., single A) at contract inception for contracts issued after January 1, 2021. The Company developed a LDTI discount rate methodology used to calculate the LFPB for its traditional insurance liabilities and constructed a discount rate curve that references upper-medium grade (low credit risk) fixed-income instrument yields (i.e. Single-A rated Corporate bond yields) which are meant to reflect the duration characteristics of the corresponding insurance liabilities. The methodology uses observable market data, where available, and uses various estimation techniques in line with fair value guidance (such as interpolation and extrapolation) where data is limited. Discount rates are updated quarterly.

For limited-payment products, Gross Premiums received in excess of net premiums are deferred at initial recognition as a deferred profit liability (“DPL”). DPL will be amortized in relation to the expected future benefit payments. As the calculation of the DPL is based on discounted cash flows, interest accrues on the unamortized DPL balance using the discount rate determined at contract issuance. The DPL is updated at the same time as the estimates for cash flows for the liability for future policy benefits. Any difference between the recalculated and beginning of period DPL is recognized in remeasurement gain or loss in the consolidated statements of income (loss), Remeasurement of Liability for Future Policy Benefits, part of total benefits and other deductions. On the consolidated balance sheets the DPL is recorded in the liability for future policy benefits.

Additional liabilities for contract or contract feature that provide for additional benefits in addition to the account balance but are not market risk benefits or embedded derivatives (“additional insurance liabilities”) are established by estimating the expected value of death or other insurance benefits in excess of the projected contract accumulation value and recognizing the excess over the estimated life based on expected assessments (i.e., benefit ratio). The liability equals the current benefit ratio multiplied by cumulative assessments recognized to date, plus interest, less cumulative excess payments to date. These reserves are recorded within future policy benefits and other policyholders’ liabilities. The determination of this estimated future policy benefits liability is based on models that involve numerous assumptions and subjective judgments, including those regarding expected market rates of return and volatility, contract surrender and withdrawal rates, and mortality experience. There can be no assurance that actual experience will be consistent with management’s estimates. Assumptions are reviewed annually and updated with the remeasurement gain or loss reflected in total benefit expense.

The Company recognizes an adjustment in OCI for the additional insurance liabilities for unrealized gains and losses not included when calculating the present value of expected assessments for the benefit ratios.

The Company conducts annual premium deficiency testing except for liability for future policy benefits for non-participating traditional and limited payment contracts. The Company reviews assumptions and determines whether the sum of existing liabilities and the present value of future Gross Premiums is sufficient to cover the present value of future benefits to be paid and settlement costs. Anticipated investment income is considered when performing premium deficiency for long duration contracts. The anticipated investment income is projected based on current investment portfolio returns grading to long term reinvestment rates over the projection periods, based on anticipated gross reinvestment spreads, defaults and investment expenses. Premium deficiency reserves are recorded in certain instances where the policyholder liability for a particular line of business may not be deficient in the aggregate to trigger loss recognition, but the pattern of earnings may be such that profits are expected to be recognized in earlier years followed by losses in later years. This pattern of PFBL is exhibited in our VISL business and is generated by the cost structure of the product or secondary guarantees in the contract. The secondary guarantee ensures that, subject to specified conditions, the policy will not terminate and will continue to provide a death benefit even if there is insufficient policy value to cover the monthly deductions and charges. We accrue for these PFBL using a dynamic approach that changes over time as actual profits and losses and projections of future profits and losses change.

Market Risk Benefits

The Company has issued and continues to offer certain variable annuity products with GMDB and/or contain a GMLB (collectively, the “GMxB features”) which, if elected by the policyholder after a stipulated waiting period from contract issuance, guarantees a minimum lifetime annuity based on predetermined annuity purchase rates that may be in excess of what the contract account value can purchase at then-current annuity purchase rates. This minimum lifetime annuity is based on predetermined annuity purchase rates applied to a GMIB base. The Company previously issued certain variable annuity products with GMIB, GWBL, GMWB, and GMAB features. The Company has also assumed reinsurance for products with GMxB features.

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Notes to Consolidated Financial Statements, Continued

Market risk benefits (“MRBs”) are contracts or contract features that provide protection to the contract holder from other than nominal capital market risk and expose the Company to other than nominal capital market risk. Market risk benefits include contract features that provide minimum guarantees to policyholders and include GMIB, GMDB, GMWB, GMAB, and ROP DB benefits. MRBs are identified and measured at fair value on a seriatim basis using an ascribed fee approach based upon policyholder behavior projections and risk neutral economic scenarios adjusted based on the facts and circumstances of the Company’s product features. The MRB Asset and MRB Liability will be equal to the estimated present value of benefits and risk margins less the estimated present value of ascribed fees. Ascribed fees will consist of the fee needed at policy inception date, under a stochastically generated set of risk-neutral scenarios, so that the present value of claims, including any risk charge, is equal to the present value of the projected attributed fees which will be capped at estimated present value of total policyholder contractual fees. The attributed fee percentage is considered a fixed term of the MRB feature and is held static over the life of the contract. Discount rates are updated quarterly. Changes in fair value are recognized as a remeasurement gain/loss in the Change in market risk benefits and purchased market risk benefits, part of total benefits and other deductions except for the portion of the change in the fair value due to change in the Company’s own credit risk, which is recognized in other than comprehensive income. Additionally, when an annuitization occurs (for annuitization benefits) or upon extinguishment of the account balance (for withdrawal benefits) the balance related to the MRB will be derecognized and the amount deducted (after derecognition of any related amount included in AOCI) shall be used in the calculation of the liability for future policy benefits for the payout annuity. Upon derecognition, any related balance will be removed from AOCI.

Features in ceded reinsurance contracts that meet the definition of MRBs are accounted for at fair value as a purchased MRB. The fees used to determine the fair value of the reinsured market risk benefit are those defined in the reinsurance contract. The expected periodic future premiums would represent cash outflows and the expected future benefits would represent cash inflows in the fair value calculation. On the ceded side, the purchased MRB will be measured considering the counterparty credit risk of the reinsurer, while the direct contract liabilities will be measured considering the instrument-specific credit risk of the insurer. As a result of the difference in the treatment of the counterparty credit risk, the fair value of the direct and ceded contracts may be different even if the contractual fees and benefits are the same. Changes in instrument-specific credit risk of the Company is included in the fair value of its market risk benefit, whether in an asset or liability position, and whether related to an issued or purchased MRB, is recognized in OCI. The counterparty credit risk of the reinsurer is recorded in the consolidated statements of income (loss).

Policyholders’ Dividends

The amount of policyholders’ dividends to be paid (including dividends on policies included in the Closed Block) is determined annually by the board of directors of the issuing insurance company. The aggregate amount of policyholders’ dividends is related to actual interest, mortality, morbidity and expense experience for the year and requires judgment as to the appropriate level of statutory surplus to be retained by the Company.

Separate Accounts

Generally, Separate Accounts established under New York State and Arizona State Insurance Law are not chargeable with liabilities that arise from any other business of the Company. Separate Accounts assets are subject to General Account claims only to the extent Separate Accounts assets exceed Separate Accounts liabilities. Assets and liabilities of the Separate Account represent the net deposits and accumulated net investment earnings (loss) less fees, held primarily for the benefit of policyholders, and for which the Company does not bear the investment risk. Separate Accounts assets and liabilities are shown on separate lines in the consolidated balance sheets. Assets held in Separate Accounts are reported at quoted market values or, where quoted values are not readily available or accessible for these securities, their fair value measures most often are determined through the use of model pricing that effectively discounts 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. Investment performance (including investment income, net investment gains (losses) and changes in unrealized gains (losses)) and the corresponding amounts credited to policyholders of such Separate Accounts are offset within the same line in the consolidated statements of income (loss).

Deposits to Separate Accounts are reported as increases in Separate Accounts assets and liabilities and are not reported in the consolidated statements of income (loss). Mortality, policy administration and surrender charges on all policies including those funded by Separate Accounts are included in revenues.

The Company reports the General Account’s interests in Separate Accounts as trading securities, at fair value, in the consolidated balance sheets.

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Notes to Consolidated Financial Statements, Continued

Leases

The Company does not record leases with an initial term of 12 months or less in its consolidated balance sheets, but instead recognizes lease expense for these leases on a straight-line basis over the lease term. For leases with a term greater than one year, the Company records in its consolidated balance sheets at the time of lease commencement or modification a RoU operating lease asset and a lease liability, initially measured at the present value of the lease payments. Lease costs are recognized in the consolidated statements of income (loss) over the lease term on a straight-line basis. RoU operating lease assets represent the Company’s right to use an underlying asset for the lease term and RoU operating lease liabilities represent the Company’s obligation to make lease payments arising from the lease.

Broker-Dealer Revenues, Receivables and Payables

Equitable Advisors and certain of the Company’s other subsidiaries provide investment management, brokerage and distribution services for affiliates and third parties. Third-party revenues earned from these services are reported in other income in the Company’s consolidated statement of income (loss).

Receivables from and payables to clients include amounts due on cash and margin transactions. Securities owned by customers are held as collateral for receivables; such collateral is not reflected in the consolidated financial statements.

Goodwill and Other Intangible Assets

Goodwill recorded by the Company represents the excess of purchase price over the estimated fair value of identifiable net assets of companies acquired in a business combination and relates principally to the acquisition of SCB Inc., an investment research and management company formerly known as Sanford C. Bernstein Inc. (“Bernstein Acquisition”), the purchase of AB Units, and AB’s acquisition of CarVal on July 1, 2022. The Company tests goodwill for recoverability each annual reporting period at December 31 and at interim periods if facts or circumstances are indicative of potential impairment.

The Company uses a market valuation approach. Under the market valuation approach, the fair value of the reporting unit is based on its adjusted market valuation assuming a control premium. The Company determined that this valuation technique provided a more exact determination of fair value for the reporting unit and was applied during its annual testing for goodwill recoverability at December 31, 2025 and 2024.

The Company’s intangible assets primarily relate to AB’s acquisition of CarVal and reflect amounts assigned to acquired investment management contracts based on their estimated fair values at the time of acquisition, less accumulated amortization. These intangible assets generally are amortized on a straight-line basis over their estimated useful life, ranging from six to twenty years. All intangible assets are periodically reviewed for impairment as events or changes in circumstances indicate that the carrying value may not be recoverable. If the carrying value exceeds fair value, impairment tests are performed to measure the amount of the impairment loss, if any.

Deferred Sales Commissions, Net

Commissions paid to financial intermediaries in connection with the sale of shares of open-end AB sponsored mutual funds sold without a front-end sales charge (“back-end load shares”) are capitalized as deferred sales commissions and amortized over periods not exceeding five and one-half years for U.S. fund shares and four years for non-U.S. fund shares, the periods of time during which the deferred sales commissions are generally recovered. These commissions are recovered from distribution services fees received from those funds and from CDSC received from shareholders of those funds upon the redemption of their shares. CDSC cash recoveries are recorded as reductions of unamortized deferred sales commissions when received. Since January 31, 2009, AB sponsored U.S. mutual funds have not offered back-end load shares to new investors.

Management periodically reviews the deferred sales commission asset for impairment as events or changes in circumstances indicate that the carrying value may not be recoverable. If these factors indicate impairment in value, a comparison is made of the carrying value to the undiscounted cash flows expected to be generated by the asset over its remaining life. If it is determined the deferred sales commission asset is not fully recoverable, the asset will be deemed impaired and a loss will be recorded in the amount by which the recorded amount of the asset exceeds its estimated fair value.

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements, Continued

As of December 31, 2025 and 2024, respectively, net deferred sales commissions from AB totaled $165 million and $183 million and are included within other assets in the consolidated balance sheets. The estimated amortization expense of deferred sales commissions, based on the December 31, 2025 net asset balance for each of the next three years is $84 million, $61 million and $19 million. The Company tests the deferred sales commission asset for impairment quarterly by comparing undiscounted future cash flows to the recorded value, net of accumulated amortization. Each quarter, significant assumptions used to estimate the future cash flows are updated to reflect management’s consideration of current market conditions on expectations made with respect to future market levels and redemption rates. As of December 31, 2025 and 2024, the Company determined that the deferred sales commission asset was not impaired.

Capitalized Computer Software and Hosting Arrangements

Capitalized computer software and hosting arrangements include certain internal and external costs used to implement internal-use software and cloud computing hosting arrangements. These capitalized computer costs are included in other assets in the consolidated balance sheets and amortized on a straight-line basis over the estimated useful life of the software or term of the hosting arrangement that ranges between three and five years. Capitalized amounts are periodically tested for impairment in accordance with the guidance on impairment of long-lived assets. An immediate charge to earnings is recognized if capitalized computer costs no longer are deemed to be recoverable. In addition, service potential is periodically reassessed to determine whether facts and circumstances have compressed the software’s useful life or a significant change in the term of the hosting arrangement such that acceleration of amortization over a shorter period than initially determined would be required.

Capitalized computer software and hosting arrangements, net of accumulated amortization, amounted to $78 million and $122 million as of December 31, 2025 and 2024, respectively. Amortization of capitalized computer software and hosting arrangements in 2025, 2024 and 2023 was $35 million, $41 million and $53 million, respectively, recorded in other operating costs and expenses in the consolidated statements of income (loss).

Short-term and Long-term Debt

Liabilities for short-term and long-term debt are primarily carried at an amount equal to unpaid principal balance, net of unamortized discount or premium and debt issue costs. Original-issue discount or premium and debt-issue costs are recognized as a component of interest expense over the period the debt is expected to be outstanding, using the interest method of amortization. Interest expense is generally presented within interest expense in the consolidated statements of income (loss). Interest expense may also be reported within Net investment income for certain activity, as prescribed by specialized industry guidance. Short-term debt represents debt coming due in the next twelve months, including that portion of debt otherwise classified as long-term. See Note 14 of the Notes to these Consolidated Financial Statements for additional information regarding short-term and long-term debt.

Income Taxes

The Company and certain of its consolidated subsidiaries and affiliates file a consolidated federal income tax return. The Company provides for federal and state income taxes currently payable, as well as those deferred due to temporary differences between the financial reporting and tax bases of assets and liabilities. Current federal income taxes are charged or credited to operations based upon amounts estimated to be payable or recoverable as a result of taxable operations for the current year. Deferred income tax assets and liabilities are recognized based on the difference between financial statement carrying amounts and income tax bases of assets and liabilities using enacted income tax rates and laws. Valuation allowances are established when management determines, based on available information, that it is more likely than not that deferred tax assets will not be realized.

Under accounting for uncertainty in income taxes guidance, the Company determines whether it is more likely than not that a tax position will be sustained upon examination by the appropriate taxing authorities before any part of the benefit can be recorded in the consolidated financial statements. Tax positions are then measured at the largest amount of benefit that is greater than 50% likely of being realized upon settlement.

ABLP is a private partnership for federal income tax purposes and, accordingly, is not subject to federal and state corporate income taxes. However, ABLP is subject to a 4.0% New York City unincorporated business tax. AB Holding is subject to a 3.5% federal tax on partnership gross income from the active conduct of a trade or business. Domestic corporate subsidiaries of AB are subject to federal, state and local income taxes. Foreign corporate subsidiaries are generally subject to taxes in the foreign jurisdictions where they are located.

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements, Continued

Recognition of Investment Management and Service Fees and Related Expenses

Investment management, advisory and service fees

Investment management and service fees principally include the Asset Management segment’s investment advisory and service fees, distribution revenues and institutional research services revenue. Investment advisory and service base fees, generally calculated as a percentage, referred to as BPs, of assets under management, are recorded as revenue as the related services are performed. Certain investment advisory contracts, including those associated with hedge funds, provide for a performance-based fee, in addition to or in lieu of a base fee which is calculated as either a percentage of absolute investment results or a percentage of the investment results in excess of a stated benchmark over a specified period of time.

Investment management and administrative service fees are also earned by EIM and EIMG and reported in the Retirement segment and Corporate and Other as well as certain asset-based fees associated with insurance contracts.

AB provides asset management services by managing customer assets and seeking to deliver returns to investors. Similarly, EIM and EIMG provides investment management and administrative services, such as fund accounting and compliance services, to EQAT and 1290 Funds as well as two private investment trusts established in the Cayman Islands, AXA Allocation Funds Trust and AXA Offshore Multi-manager Funds Trust (collectively, the “Other AXA Trusts”). The contracts supporting these revenue streams create a distinct, separately identifiable performance obligation for each day the assets are managed for the performance of a series of services that are substantially the same and have the same pattern of transfer to the customer. Accordingly, these investment management, advisory, and administrative service base fees are recorded over time as services are performed and entitle the Company to variable consideration. Base fees, generally calculated as a percentage of AUM, are recognized as revenue at month-end when the transaction price no longer is variable and the value of the consideration is determined. These fees are not subject to claw back and there is minimal probability that a significant reversal of the revenue recorded will occur.

Certain investment advisory contracts of AB, including those associated with hedge funds or other alternative investments, provide for a performance-based fee (including carried interest), in addition to a base advisory fee, calculated either as a percentage of absolute investment results or a percentage of investment results in excess of a stated benchmark over a specified period of time. These performance-based fees are forms of variable consideration and, therefore, are excluded from the transaction price until it becomes probable there will not be significant reversal of the cumulative revenue recognized. At each reporting date, the Company evaluates constraining factors surrounding the variable consideration to determine the extent to which, if any, revenues associated with the performance-based fee can be recognized. Constraining factors impacting the amount of variable consideration included in the transaction price include contractual claw-back provisions, the length of time of the uncertainty, the number and range of possible amounts, the probability of significant fluctuations in the fund’s market value and the level in which the fund’s value exceeds the contractual threshold required to earn such a fee and the materiality of the amount being evaluated.

Sub-advisory and sub-administrative expenses associated with these services are calculated and recorded as the related services are performed in other operating costs and expense in the consolidated statements of income (loss) as the Company is acting in a principal capacity in these transactions and, as such, reflects these revenues and expenses on a gross basis.

Research services

Research services revenue principally consists of brokerage transaction charges received by SCB LLC, SCBL and AB’s other sell side subsidiaries for providing equity research services to institutional clients. Brokerage commissions for trade execution services and related expenses may be used to pay for equity research services in accordance with Section 28(e) of the Exchange Act and are recorded on a trade-date basis when the performance obligations are satisfied. Generally, the transaction price is agreed upon at the point of each trade and based upon the number of shares traded or the value of the consideration traded. Research revenues are recognized when the transaction price is quantified, collectability is assured and significant reversal of such revenue is not probable.

Distribution services

Revenues from distribution services include fees received as partial reimbursement of expenses incurred in connection with the sale of certain AB sponsored mutual funds and the 1290 Funds and for the distribution primarily of EQAT Trust shares to separate accounts in connection with the sale of variable life and annuity contracts. The amount and timing of revenues recognized from performance of these distribution services often is dependent upon the contractual arrangements with the customer and the specific product sold as further described below.

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements, Continued

Most open-end management investment companies, such as U.S. funds and the EQAT and the 1290 Funds, have adopted a plan under Rule 12b-1 of the Investment Company Act that allows for certain share classes to pay out of assets, distribution and service fees for the distribution and sale of its shares (“12b-1 Fees”). These open-end management investment companies have such agreements with the Company, and the Company has selling and distribution agreements pursuant to which it pays sales commissions to the financial intermediaries that distribute the shares. These agreements may be terminated by either party upon notice (generally 30 days) and do not obligate the financial intermediary to sell any specific amount of shares.

The Company records 12b-1 fees monthly based upon a percentage of the NAV of the funds. At month-end, the variable consideration of the transaction price is no longer constrained as the NAV can be calculated and the value of consideration is determined. These services are separate and distinct from other asset management services as the customer can benefit from these services independently of other services. The Company accrues the corresponding 12b-1 fees paid to sub-distributors monthly as the expenses are incurred. The Company is acting in a principal capacity in these transactions; as such, these revenues and expenses are recorded on a gross basis in the consolidated statements of income (loss).

AB sponsored mutual funds offer back-end load shares in limited instances and charge the investor a CDSC if the investment is redeemed within a certain period. The variable consideration for these contracts is contingent upon the timing of the redemption by the investor and the value of the sales proceeds. Due to these constraining factors, the Company excludes the CDSC fee from the transaction price until the investor redeems the investment. Upon redemption, the cash consideration received for these contractual arrangements is recorded as a reduction of unamortized deferred sales commissions.

AB’s Luxembourg subsidiary, the management company for most of its non-U.S. funds, earns a management fee which is accrued daily and paid monthly, at an annual rate, based on the average daily net assets of the fund. With respect to certain share classes, the management fee also may contain a component paid to distributors and other financial intermediaries and service providers to cover shareholder servicing and other administrative expenses (also referred to as an “All-in-Fee”). Based on the conclusion that asset management is distinct from distribution, the Company allocates a portion of the investment and advisory fee to distribution revenues for the servicing component based on standalone selling prices.

Other revenues

Also reported as investment management and service fees in the Company’s consolidated statements of income (loss) are other revenues from contracts with customers, primarily consisting of shareholder servicing fees, mutual fund reimbursements and other brokerage income.

Shareholder services, including transfer agency, administration and record-keeping are provided by AB to company-sponsored mutual funds. The consideration for these services is based on a percentage of the NAV of the fund or a fixed-fee based on the number of shareholder accounts being serviced. The revenues are recorded at month-end when the constraining factors involved with determining NAV or the numbers of shareholders’ accounts are resolved.

Other income

Revenues from contracts with customers reported as other income in the Company’s consolidated statements of income (loss) primarily consist of advisory account fees and brokerage commissions from the Company’s broker-dealer operations and sales commissions from the Company’s general agents for the distribution of non-affiliate insurers’ life insurance and annuity products. These revenues are recognized at month-end when constraining factors, such as AUM and product mix, are resolved and the transaction pricing no longer is variable such that the value of consideration can be determined. The change in deposit asset/liability accounts arising from reinsurance agreements which do not expose the reinsurer to a reasonable possibility of significant loss from insurance risk is included in other income.

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.

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements, Continued

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.

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 December 31, 2025 and 2024, respectively, Equitable Financial holds $98 million and $128 million of equity interests in the CLOs. The Company consolidated the CLOs as of December 31, 2025 and 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 December 31, 2025, Equitable Financial holds $4 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 December 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 $2.9 billion and $2.1 billion and total liabilities of $2.7 billion and $2.1 billion at December 31, 2025 and 2024, respectively. The unpaid outstanding principal balance of the notes and short-term borrowing is $2.3 billion and $1.9 billion at December 31, 2025 and 2024.

Consolidated Limited Partnerships and LLCs

As of December 31, 2025 and 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 December 31, 2025 and 2024 are total net assets of $3.3 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 December 31, 2025 and 2024 are assets of $346 million and $85 million, liabilities of $25 million and $0 million, and redeemable noncontrolling interests of $169 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 December 31, 2025 and 2024 are assets of $27 million and $73 million, liabilities of $0 million and $1 million, and redeemable noncontrolling interests of $10 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, Continued

Non-Consolidated VIEs

As of December 31, 2025 and 2024 respectively, the Company held approximately $3.2 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 $385.8 billion and $350.7 billion as of December 31, 2025 and 2024 respectively. The Company’s maximum exposure to loss from its direct involvement with these VIEs is the carrying value of its investment of $3.2 billion and $3.0 billion and approximately $1.0 billion and $1.2 billion of unfunded commitments as of December 31, 2025 and 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 December 31, 2025 and 2024, the net assets of investment products sponsored by AB that are non-consolidated VIEs are approximately $51.3 billion and $46.9 billion, respectively. The Company’s maximum exposure to loss from its direct involvement with these VIEs is its investment of $40 million and $17 million as of December 31, 2025 and 2024, respectively. The Company has no further commitments to or economic interest in these VIEs.

Assumption Updates and Model Changes

The Company conducts its annual review of its assumptions and models during the third quarter of each year. The annual review encompasses assumptions underlying the valuation of MRB, liabilities for future policyholder benefits and additional liability update.

However, the Company updates its assumptions as needed in the event it becomes aware of economic conditions or events that could require a change in assumptions that it believes may have a significant impact to the carrying value of product liabilities and assets and consequently materially impact its earnings in the period of the change.

MRB Update

The Company updates its assumptions to reflect emerging experience for withdrawals, mortality and lapse election. This includes actuarial judgment informed by actual experience of how policy holders are expected to use these policies in the future.

LFPB Update

The significant assumptions for the liability for future policy benefits (“LFPB”) balances include mortality and lapses for our Traditional Life businesses. The primary assumption for the payout block of business is mortality.

Additional Liability Update

The significant assumptions for the additional insurance liability balances include mortality, lapses, premium payment pattern and interest crediting assumption.

Impact of Assumption Updates

The net impact of assumption changes during 2025 increased other income by $6 million, increased remeasurement of liability for future policy benefits by $3 million, decreased policy benefits by $1 million, and increased the change in MRB and purchased MRB by $84 million. This resulted in a decrease in income (loss) from operations, before income taxes of $80 million and decreased net income (loss) by $63 million.

The net impact of assumption changes during 2024 increased other income by $21 million, increased remeasurement of liability for future policy benefits by $18 million, decreased policy benefits by $8 million, and decreased the change in MRB and purchased MRB by $9 million. This resulted in an increase in income (loss) from operations, before income taxes of $20 million and increased net income (loss) by $16 million.

The net impact of this assumption update during 2023 decreased other income by $9 million, increased remeasurement of liability for future policy benefits by $51 million, decreased policyholders’ benefits by $2 million and decreased change in MRB and purchased MRB by $53 million. This resulted in a decrease in income (loss) from operations, before income taxes of $5 million and decreased net income (loss) by $4 million.

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements, Continued

Model Changes

There were no material model changes during 2025, 2024 and 2023.

Revision of Previously Issued Consolidated Financial Statements

During the period ended March 31, 2025, 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 TIPS hedging income was incorrectly recorded in AOCI, 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 purchased MRB, and g) incorrect allocation of earned premiums to loss ratio impacting reserves.

See Note 25 of the Notes to these Consolidated 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 December 31, 2025 and 2024 was $669 million and $693 million, respectively. There was no accrued interest written off for AFS fixed maturities for the years ended December 31, 2025, 2024 and 2023.

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements, Continued

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)
December 31, 2025
Fixed Maturities:
Corporate (1)	$	48,193	$	—	$	658	$	4,010	$	44,841
U.S. Treasury, government and agency	5,040		—		1		1,304		3,737
States and political subdivisions	378		—		3		71		310
Foreign governments	556		—		3		77		482
Residential mortgage-backed (2)	7,093		—		85		92		7,086
Asset-backed (3)	15,978		—		126		46		16,058
Commercial mortgage-backed	4,814		—		26		250		4,590
Redeemable preferred stock	54		—		4		—		58
Total at December 31, 2025	$	82,106	$	—	$	906	$	5,850	$	77,162
December 31, 2024:
Fixed Maturities:
Corporate (1) (4)	$	55,163	$	2	$	249	$	6,112	$	49,298
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) (4)	13,715		—		98		61		13,752
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.

(4)Prior period amounts have been revised to improve comparability.

The contractual maturities of AFS fixed maturities as of December 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.

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EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements, Continued

Contractual Maturities of AFS Fixed Maturities

	Amortized Cost (Less Allowance for Credit Losses)		Fair Value
	(in millions)
December 31, 2025
Contractual maturities:
Due in one year or less	$	2,354	$	2,340
Due in years two through five	14,756		14,661
Due in years six through ten	17,308		17,160
Due after ten years	19,749		15,209
Subtotal	54,167		49,370
Residential mortgage-backed	7,093		7,086
Asset-backed	15,978		16,058
Commercial mortgage-backed	4,814		4,590
Redeemable preferred stock	54		58
Total at December 31, 2025	$	82,106	$	77,162

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

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

	Year Ended December 31,
	2025		2024		2023
	(in millions)
Proceeds from sales	$	7,875	$	2,884	$	6,790
Gross gains on sales	$	27	$	8	$	10
Gross losses on sales	$	(92)	$	(57)	$	(504)
Net (increase) decrease in Allowance for Credit and Intent to Sell losses	$	(27)	$	(7)	$	(70)

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

	Year Ended December 31,
	2025		2024		2023
	(in millions)
Balance, beginning of period	$	47	$	48	$	36
Previously recognized impairments on securities that matured, paid, prepaid or sold	(23)		(8)		(67)
Recognized impairments on securities impaired to fair value this period (1)	23		—		52
Credit losses recognized this period on securities for which credit losses were not previously recognized	6		5		15
Additional credit losses this period on securities previously impaired	1		2		12
Balance, end of period	$	54	$	47	$	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.

133

EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements, Continued

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

Net Unrealized Gains (Losses) on AFS Fixed Maturities

	Year Ended December 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	1,922		—		—		1,922
Reclassification adjustment:
Included in net income (loss)	1,216		—		—		1,216
Excluded from net income (loss)	—		—		—		—
Other (1)	—		—		192		192
Impact of net unrealized investment gains (losses)	—		(47)		(648)		(695)
Net unrealized investment gains (losses) excluding credit losses	(4,936)		24		8		(4,904)
Net unrealized investment gains (losses) with credit losses	(8)		—		2		(6)
Balance, end of period	$	(4,944)	$	24	$	10	$	(4,910)
	Year Ended December 31, 2024
Balance, beginning of period	$	(6,999)	$	50	$	226	$	(6,723)
Net investment gains (losses) arising during the period	(1,127)		—		—		(1,127)
Reclassification adjustment:
Included in net income (loss)	58		—		—		58
Other (1)	—		—		17		17
Impact of net unrealized investment gains (losses)	—		21		220		241
Net unrealized investment gains (losses) excluding credit losses	(8,068)		71		463		(7,534)
Net unrealized investment gains (losses) with credit losses	(6)		—		1		(5)
Balance, end of period	$	(8,074)	$	71	$	464	$	(7,539)
	Year Ended December 31, 2023
Balance, beginning of period	$	(9,606)	$	41	$	440	$	(9,125)
Net investment gains (losses) arising during the period	2,048		—		—		2,048
Reclassification adjustment:
Included in net income (loss)	563		—		—		563
Other (1)	—		—		336		336
Impact of net unrealized investment gains (losses)	—		9		(551)		(542)
Net unrealized investment gains (losses) excluding credit losses	(6,995)		50		225		(6,720)
Net unrealized investment gains (losses) with credit losses	(4)		—		1		(3)
Balance, end of period	$	(6,999)	$	50	$	226	$	(6,723)

_____________

(1)For the years ended December 31, 2025, 2024, and 2023 reflects a decrease in the Deferred Tax Asset valuation allowance. See Note 18 of the Notes to these Consolidated Financial Statements for additional details.

The following tables disclose the fair values and gross unrealized losses of the 3,287 issues as of December 31, 2025 and the 4,307 issues as of December 31, 2024 that are not deemed to have credit losses, aggregated by investment

134

EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements, Continued

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)
December 31, 2025
Fixed Maturities:
Corporate	$	4,286	$	68	$	21,138	$	3,942	$	25,424	$	4,010
U.S. Treasury, government and agency	29		—		3,621		1,304		3,650		1,304
States and political subdivisions	13		—		223		71		236		71
Foreign governments	19		—		364		77		383		77
Residential mortgage-backed	619		3		836		89		1,455		92
Asset-backed	2,114		12		580		30		2,694		42
Commercial mortgage-backed	263		2		2,562		248		2,825		250
Total at December 31, 2025	$	7,343	$	85	$	29,324	$	5,761	$	36,667	$	5,846
December 31, 2024:
Fixed Maturities:
Corporate (1)	$	9,139	$	204	$	28,632	$	5,898	$	37,771	$	6,102
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 (1)	982		8		744		53		1,726		61
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

______________

(1)Prior period amounts have been revised to improve comparability.

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 0.5% of total fixed maturities. The largest exposure to a single issuer held as of December 31, 2025 and 2024 was $402 million and $400 million, respectively, representing 27.4% and 11.7% of the consolidated equity of the Company.

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 December 31, 2025 and 2024, respectively, approximately $1.8 billion and $1.9 billion, or 2.1% and 2.3%, of the $82.1 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 $70 million and $64 million as of December 31, 2025 and 2024, respectively.

As of December 31, 2025 and 2024, respectively, the $5.8 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 December 31, 2025 or December 31, 2024. As of December 31, 2025 and 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.

135

EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements, Continued

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 December 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 December 31, 2025 and 2024, the estimated fair value of loaned securities was $1.4 billion 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 December 31, 2025 and 2024, collateral received was in the amount of $1.4 billion and $137 million, of which $408 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 years ended December 31, 2025 and 2024.

Mortgage Loans on Real Estate

Accrued interest receivable on commercial, agricultural and residential mortgage loans as of December 31, 2025 and 2024 was $118 million and $96 million, respectively. There was no accrued interest written off for commercial, agricultural and residential mortgage loans for the years ended December 31, 2025 and 2024.

There were no mortgage loans foreclosed during the year ended December 31, 2025.

136

EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements, 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:

	Year Ended December 31,
	2025		2024		2023
	(in millions)
Allowance for credit losses on mortgage loans:
Commercial mortgages:
Balance, beginning of period	$	259	$	272	$	123
Current-period provision for expected credit losses	216		62		149
Write-offs charged against the allowance	—		(75)		—
Recoveries of amounts previously written off	(176)		—		—
Net change in allowance	40		(13)		149
Balance, end of period	$	299	$	259	$	272
Agricultural mortgages:
Balance, beginning of period	$	15	$	6	$	6
Current-period provision for expected credit losses	1		9		—
Write-offs charged against the allowance	(7)		—		—
Recoveries of amounts previously written off	(3)		—		—
Net change in allowance	(9)		9		—
Balance, end of period	$	6	$	15	$	6
Residential mortgages:
Balance, beginning of period	$	4	$	1	$	—
Current-period provision for expected credit losses	4		3		1
Write-offs charged against the allowance	—		—		—
Recoveries of amounts previously written off	—		—		—
Net change in allowance	4		3		1
Balance, end of period	$	8	$	4	$	1
Total allowance for credit losses	$	313	$	278	$	279

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.

137

EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements, 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) (4)

	December 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%	$	60	$	185	$	237	$	612	$	204	$	1,770	$	—	$	—	$	3,068
50% - 70%	2,611		1,256		856		975		638		1,980		357		270		8,943
70% - 90%	424		249		228		803		640		1,310		160		333		4,147
90% plus	—		—		—		590		527		1,110		—		—		2,227
Total commercial	$	3,095	$	1,690	$	1,321	$	2,980	$	2,009	$	6,170	$	517	$	603	$	18,385
Agricultural:
0% - 50%	$	188	$	37	$	99	$	134	$	218	$	1,087	$	—	$	—	$	1,763
50% - 70%	118		159		48		137		101		315		—		—		878
70% - 90%	—		—		—		—		—		—		—		—		—
90% plus	—		—		—		—		—		9		—		—		9
Total agricultural	$	306	$	196	$	147	$	271	$	319	$	1,411	$	—	$	—	$	2,650
Total commercial and agricultural mortgage loans:
0% - 50%	$	248	$	222	$	336	$	746	$	422	$	2,857	$	—	$	—	$	4,831
50% - 70%	2,729		1,415		904		1,112		739		2,295		357		270		9,821
70% - 90%	424		249		228		803		640		1,310		160		333		4,147
90% plus	—		—		—		590		527		1,119		—		—		2,236
Total commercial and agricultural mortgage loans	$	3,401	$	1,886	$	1,468	$	3,251	$	2,328	$	7,581	$	517	$	603	$	21,035

138

EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements, Continued

Debt Service Coverage (“DSC”) Ratios (2) (3) (4)

	December 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	$	127	$	185	$	175	$	1,036	$	1,069	$	2,683	$	—	$	—	$	5,275
1.8x to 2.0x	69		103		58		—		209		978		—		307		1,724
1.5x to 1.8x	169		472		311		818		48		1,190		72		165		3,245
1.2x to 1.5x	2,112		814		355		478		385		328		271		94		4,837
1.0x to 1.2x	618		116		412		390		190		910		174		37		2,847
Less than 1.0x	—		—		10		258		108		81		—		—		457
Total commercial	$	3,095	$	1,690	$	1,321	$	2,980	$	2,009	$	6,170	$	517	$	603	$	18,385
Agricultural:
Greater than 2.0x	$	28	$	8	$	5	$	11	$	31	$	187	$	—	$	—	$	270
1.8x to 2.0x	26		10		17		23		54		92		—		—		222
1.5x to 1.8x	37		46		11		59		38		270		—		—		461
1.2x to 1.5x	86		45		41		66		119		484		—		—		841
1.0x to 1.2x	104		69		43		88		67		339		—		—		710
Less than 1.0x	25		18		30		24		10		39		—		—		146
Total agricultural	$	306	$	196	$	147	$	271	$	319	$	1,411	$	—	$	—	$	2,650
Total commercial and agricultural mortgage loans:
Greater than 2.0x	$	155	$	193	$	180	$	1,047	$	1,100	$	2,870	$	—	$	—	$	5,545
1.8x to 2.0x	95		113		75		23		263		1,070		—		307		1,946
1.5x to 1.8x	206		518		322		877		86		1,460		72		165		3,706
1.2x to 1.5x	2,198		859		396		544		504		812		271		94		5,678
1.0x to 1.2x	722		185		455		478		257		1,249		174		37		3,557
Less than 1.0x	25		18		40		282		118		120		—		—		603
Total commercial and agricultural mortgage loans	$	3,401	$	1,886	$	1,468	$	3,251	$	2,328	$	7,581	$	517	$	603	$	21,035

______________

(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.

(4)Mortgage loans carried at fair value using the fair value option of $50 million are excluded from the above tables.

139

EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements, 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

140

EQUITABLE HOLDINGS, INC.

Notes to Consolidated Financial Statements, 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