EQH 10-K & 10-Q changes, risk factors and insider trading

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 theUkraine, Ukraine,hostilities in the Israel-Hamas war and broader Middle Eastern hostilities,East, and the ensuing conflicts and the sanctions and other measures imposed in response to these conflicts, as well as the U.S. presidential administration’s threats of tariffs,tariff and retaliatorytrade tariffs in response,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.

Some of our retirement and protection 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:

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-attackscyber-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.”

Any catastrophic event, terrorist attacks, accidents, floods, severe storms or hurricanes, pandemics and other public health issues, cyber-terrorism, or cyber-terrorism,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 inability 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.

Misconduct and excessive or inappropriate risk taking by our employees, financial professionals, agents, intermediaries, representatives of our broker-dealer subsidiaries -subsidiaries, or employees of our vendors could result in obligationspublic to report such misconduct publicly,reporting, regulatory enforcement proceedings and, even findings that violations of law were committed by us or our subsidiaries,proceedings, regulatory sanctions or serious reputational or financial harm.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 otheranother roles.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. If our employees or financial professionals take excessive or inappropriate risks, those risks could harm our reputation, subject us to significant civil or criminal liability and require us to incur significant technical, legal and other expenses.

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 and; present financial, managerial and operational challenges. Furthermore, strategic transactions maychallenges; require us to increase our leverage; or, if we issue shares to fund an acquisition, would 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.

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.

Our reinsurance arrangement with an affiliated captive.entities.

The reinsurance arrangement with EQ AZ Life Re Company (the “Affiliated Captive”) provides important capital management benefits to Equitable Financial and Equitable America (collectively, the “Affiliated Cedants”).Financial. Under applicable statutory accounting rules, theEquitable AffiliatedFinancial Cedants areis currently, and will in the future be, entitled to a credit in theirits 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 respective domestic regulatorsregulator of theEquitable Affiliated Cedants.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 securing additional letters of credit,credit secured, which could impact the liquidity of the Affiliated Captive.

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—Surplus and Capital; 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.

AB derives most of its revenues from investment advisory and services fees,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. These fees vary based on the type of service, account size, and total assets managed for a client. Several factors can adversely affect AB’sthe AUMmarket value and composition,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 mix shift in itsthe composition of AUM, or a reduction in AB’s fee levels would negatively impact AB’s investmentrevenues advisory fees and revenues. Reduced revenues,and, without a corresponding decrease in expenses, would adversely affect AB’s and our operating results.

AB sometimes charges performance-based fees, which include a base advisory fee plus an additional fee based on investment results, either in absolute terms or relative to a benchmark Some of these fees have a high-watermark provision, meaning if a client account underperforms, it must recover losses before AB can earn future performance-based fees.results. Failure to meet performance targets means no performance-based fee for that period,period. andPerformance-based fee arrangements can also have a high-watermark provisionsprovision, meaning that an underperforming client account must recover losses before AB can impareearn future performance-based fees, which can impair future fee earnings.

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,products and services, including those focused on specific in industries, sectors, or criteria like ESG,criteria, requires continuous innovation,,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 has a seed investment program to build track records and support marketing for its new products.products, Thesebut investmentsthat areis subject to market risk. AB’s risk management team oversees a seed hedging program to minimize this risk,risk. considering practical and cost factors. However, notNot all seed investments are hedged, exposingand ABAB’s tohedges are imperfect, leaving some market risk. Additionally, 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.

ABFurthermore, usesusing various derivative instruments,derivatives, such as futures, forwards, swaps, and options in its seed hedging program. While it hedges broad market risks, AB’s hedges are imperfect, leaving some market risk. Furthermore, using derivatives 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).

In accordance with applicable regulatory requirements, contractual obligations or client direction, AB has procedures for pricing and valuing securities and other positions in client accounts orand for company investments. AB’s Valuation Committee and sub-committees, comprising senior officers and employees, overseeoversees 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.

ExtraordinaryImproper valuation of securities, which can result from factors such as extraordinary market volatility, liquidity constraints orand failure to consider all factors when determining fair value could lead to improper valuation of securities. This couldcan result in inaccurate AUM figures, incorrect net asset valuesNAVs for company-sponsored funds, and inaccurate financial reporting. Although the percentage of AB’s AUM that based on limited market observability is not significant,Incorrect valuations can harm AB’s clients, create regulatory issues and damage itsAB’s reputation.

AB uses quantitative and systematic models in many of its investment services, often alongside fundamental research. These models are developed by senior quantitative professionals and typically are implemented by IT professionals. AB’s Model Risk Oversight Committee, supported by the Model Risk Team, oversees the model governance framework and review activities. However, dueDue 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 them.the Undetected errors could lead to client losses and reputational damage.errors.

AB must increasingly manage actual and potential conflicts of interest, including situations where its services to one client may conflict with another’s interests.interest. Failure to address thesemanage conflicts appropriately could harm AB’s reputation, operations and business prospects.prospects, If AB fails, or appears to fail, in handling conflicts appropriately, its reputation could suffer, andcause clients mayto be less willing to engage with AB.AB, Additionally, potential or perceived conflicts couldand lead to litigation or regulatory enforcement actions.

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 protectionsprotection 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 reputationreputation, or interruption of our operations.

Our secondthird amended and restated certificate of incorporation and our sixthseventh 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 secondthird amended and restated certificate of incorporation and amended and sixthseventh restated by-laws may also make it difficult for stockholders to replace or remove our management.

Our secondthird 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.

We manage our business through sixthree segments: Individual Retirement, Group Retirement, Asset Management, Protection Solutions, Wealth Management and Legacy.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.

On FebruaryJuly 23,31, 2025, Equitable Financial, as well as Equitable America and Equitable Financial L&A,A (each a “Ceding Company” and, collectively, the “Ceding Companies”), completed the master transaction agreement with RGA entered into aon MasterFebruary Transaction23, Agreement with RGA2025 pursuant to which, at closingwhich and subject to the terms and conditions set forth in such agreement, RGA would enterentered into reinsurance agreements, as reinsurer, with each suchCeding subsidiary, as ceding company,Company, to effect the RGA Reinsurance Transaction. The transaction is expected to reinsure 75% of such ceding companies’ in-force individual life insurance block, and upon closing, generate total value for Holdings of over $2 billion, which includes a positive ceding commission and capital release, and is expected to close in mid-2025.

Tender Offer and AB Unit Exchange

ADespite 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, the Israel-Hamas war and broader Middle Eastern hostilities, and the ensuing conflicts and the sanctions and other measures imposed in response to these conflicts, as well as the U.S. presidential administration’s threats of tariffs,tariffs and retaliatorytrade tariffs in response,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 twicethree times in November2025, andincluding Decemberby 2024. However,0.25% in December 2024,2025. However, the Federal Reserve scaledsignaled backa expectationsmore cautious approach for rate2026, cutswhich in 2025 duecontributed to persistentsome inflationlate-year andmarket a robust labor 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.

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 IndividualRetirement Retirement, Group Retirement, Protection Solutions,business and Legacyblocks segmentsof 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 judgementjudgment and reflect our best estimate as of the date of the applicable financial statements.

Most of the variable annuity products, variable universal lifeVUL insurance and universal lifeUL insurance products we offer maintain policyholder deposits that are reported as liabilities and classified within either Separate Accounts liabilities or policyholder account balances. Our products and riders also impact liabilities for future policyholder benefits, MRBs and unearned revenues and assets for DAC and DSI. The valuation of these assets and liabilities (other than deposits) is based on differing accounting methods depending on the product, each of which requires numerous assumptions and considerable judgment. The accounting guidance applied in the valuation of these assets and liabilities includes, but is not limited to, the following: (i) traditional life insurance products for which assumptions are updated annually to estimate the value of future death, morbidity or income benefits; (ii) universal lifeUL 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.

The impact of the economic assumption update duringin 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 assumption changes on Non-GAAP Operating Earnings increased other income by $13 million, increased remeasurement of liability for future policy benefits by $18 million,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.

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

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

•Other adjustments, which primarily include restructuring costs related to severance and separation, lease write-offs related to non-recurring restructuring activities, COVID-19 related impacts, 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

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

(56)For the and 2023, respectively, non-recurringNon-recurring tax items primarily reflect primarily the effect of uncertain tax positions for a given audit period. IncludeIncludes a decrease of the deferred tax valuation allowance of $1.0 billion during year ended December 31, 2023.

(56)For the 2023, respectively, non-recurringNon-recurring tax items primarily reflect primarily the effect of uncertain tax positions for a given audit period. IncludeIncludes a decrease of the deferred tax valuation allowance of $2.84 per common share during year ended December 31, 2023.

You should carefully consider the risks described in the “Risk Factors” section included in our Annual Report on Form 10-K for the year ended December 31, 2025 and our Quarterly Report on Form 10-K.10-Q for the quarter ended March 31, 2026. Risks to which we are subject also include, but are not limited to, the factors mentioned under “Note Regarding Forward-Looking Statements and Information” above and the risks of our businesses described elsewhere in this Quarterly Report on Form 10-Q. The following should be read in conjunction with and supplements and amends the section titled “Risk Factors” in our Annual Report on Form 10-K.

On July 30, 2026, stockholders of both Holdings and Corebridge voted to approve all stockholder proposals necessary to complete the Proposed Transaction at their respective special stockholder meetings. The Proposed Transaction is expected to close by the end of 2026, subject to customary closing conditions, including the receipt of required regulatory approvals and approval of the respective shareholders of both Corebridge and Holdings.approvals.

U.S. equity markets werestaged volatilea strong reversal in the firstsecond quarter of 2026, with the S&P 500 Index decliningreturning 4.3%,approximately 15%, its best quarterly performance since the 2020 post-pandemic rebound, while small-cap stocks proved more resilient as the Russell 2000 returnedsurged 0.9%.more than 21% for its strongest quarter in decades. A wide variety of factors continue to cause market volatility and heighten concerns regarding inflation. These factors include, among others, concerns around private credit, interest rate changes,AI-relatedchanges, AI-related concerns, and escalating geopolitical tensions, including increased tariffs and other trade restrictions and barriers, high fuel and energy costs, ongoing economic disruption, and other factors, including the effects of the partial U.S. federal government shutdown, the Ukraine-Russia conflict,conflict and conflict in the Middle East. For further information on the risk of increased volatility in the financial markets to our business, see “Risk Factors—Risks Relating to Conditions in the Financial Markets and Economy—Conditions in the global capital markets and the economy and Equity market declines and volatility” in the 2025 Form 10-K.

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

In June 2023, the NAIC increased the RBC factor for structured security residual tranches from 30% to 45%, which became effective for year-end 2024 RBC filings. The NAIC has been assessing the RBC treatment of CLOs and in MarchJune 20262026, releasedthe anNAIC’s initialFinancial proposalCondition for(E) newCommittee adopted a proposal, which incorporates the American Academy of Actuaries’s model C-1 (asset risk) factors for CLOsCLOs, incollateralized bond obligations, and collateralized debt obligations into the lifeNAIC’s RBCLife formulaand toFraternal takeRisk-Based effectCapital Blanks, Instructions, and Formula, effective for year-end 2026.

The NAIC working groups areis considering various topics related to funding agreement-backed notes and similar programs,programs. includingAs apart proposalof currentlythis undereffort, considerationthe NAIC’s Statutory Accounting Principles (E) Working Group adopted revisions to provideSSAP regulatorsNo. with52 — Deposit-Type Contracts, effective year-end 2026, to require enhanced disclosures for funding agreements that support such programs.

Various industry groups brought litigation against the DOL seeking to overturn the DOL Rule. On July 25, 2024, the U.S. District Court for the Eastern District of Texas issued a stay of the effective date of portions of the DOL Rule. On July 26, 2024, the U.S. District Court for the Northern District of Texas issued a stay of the effective date of the DOL Rule as a whole. The DOL initially appealed the stays issued in these cases to the U.S. Court of Appeals for the Fifth Circuit, but in early 2025, the court granted the DOL’s motion to pause proceedings while it reviewsreviewed its posture on these cases. On March 17, 2026, the Court issued an order vacating the 2024 DOL fiduciary rule package in its entirety. WithShortly thisthereafter, order,the DOL issued a regulation confirming that the pre-2024 versions of the definition of fiduciary investment advice, PTE 84-24, PTE 2020-02, and the other PTEs willPTE remain in effect going forward.effect.

(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 threesix months ended MarchJune 31,30, 2025.

(1)As a result of the novation of certain Legacy VA policies completed during the first quarter of 2025, the Company recorded aan lossimpact per common shares of $1.60$1.63 for the threesix months ended MarchJune 31,30, 2025.

Three Months Ended MarchJune 31,30, 2026 Compared to the Three Months Ended MarchJune 31,30, 2025

Net incomeloss attributable to Holdings increased $558$104 million to $621$453 million duringfor the three months ended MarchJune 31,30, 2026,2026 from $63$349 million in the three months ended MarchJune 31,30, 2025. The following notable items were notablethe changesprimary drivers for the change in net income (loss):

•Net derivative gainslosses decreasedincreased $219by $681 million primarilymainly drivendue byto a largerhigher equity market declineappreciation during the second quarter 2026 compared to the second quarter 2025.

•Commissions and distribution-related payments increased by $55$74 million mainly due to higher distribution and advisory fee-type revenue from higher retirement sales and average asset balances in our Wealth Management segment, and higher asset-based commissions and sales volumes in our Retirement segment.commissions.

•Net income attributable to noncontrolling interest increased by $23$34 million mainly due to anincreased increasegains infrom averageconsolidated economic ownership of AB, partially offset by higher pre-tax earnings.VIEs.