10-K: Equitable Holdings, Inc. Details Registered Securities in 10-K Filing

Equitable Holdings, Inc.'s 10-K filing details the company's registered securities, including common stock and preferred stock depositary shares, and outlines key corporate governance and anti-takeover provisions.

Summary

• Equitable Holdings, Inc. has three classes of securities registered under the Securities Exchange Act of 1934: common stock, Series A preferred stock depositary shares, and Series C preferred stock depositary shares.
• The company's authorized capital stock includes 2,000,000,000 shares of common stock and 200,000,000 shares of preferred stock.
• Holders of common stock are entitled to one vote per share, pro rata dividends, and a share in assets upon liquidation, subject to the rights of preferred stockholders.
• The Board of Directors has the authority to issue up to 200,000,000 shares of preferred stock in one or more series with varying rights and preferences.
• The company's by-laws state that annual stockholder meetings will be held at a date, time and place selected by the Board, and may be conducted remotely.
• Directors may be removed with or without cause by a majority vote of outstanding common stock.
• The company's certificate of incorporation and by-laws include anti-takeover provisions, such as authorized but unissued shares of common and preferred stock, special meeting limitations, and advance notice procedures for stockholder nominations.
• The company is subject to Section 203 of the Delaware General Corporation Law, which restricts business combinations with interested stockholders for three years unless certain conditions are met.
• State insurance laws may also delay or impede a business combination involving the company.
• The company's certificate of incorporation limits directors' liability for monetary damages, except in cases of breach of loyalty, bad faith, intentional misconduct, unlawful dividends, or improper personal benefit.
• The company is required to indemnify its directors and officers to the fullest extent permitted by law.
• The Court of Chancery of the State of Delaware is the exclusive forum for certain legal actions against the company.
• The Series A Preferred Stock has a liquidation amount of $25,000 per share and a noncumulative dividend rate of 5.25% per year.
• The Series C Preferred Stock has a liquidation amount of $25,000 per share and a noncumulative dividend rate of 4.300% per year.
• The company may redeem the Series A Preferred Stock prior to December 15, 2024, at $25,500 per share after a rating agency event, or at $25,000 per share after a regulatory capital event, and on or after December 15, 2024, at $25,000 per share.
• The company may redeem the Series C Preferred Stock prior to March 15, 2026, at $25,500 per share after a rating agency event, or at $25,000 per share after a regulatory capital event, and on or after March 15, 2026, at $25,000 per share.
• Holders of Series A and Series C Preferred Stock have limited voting rights, including the right to elect two directors if dividends are not paid for six quarterly periods.
• The Series A and Series C Depositary Shares represent a 1/1,000th interest in a share of the respective preferred stock and are listed on the NYSE under the symbols EQH PR A and EQH PR C, respectively.

Sentiment

Score: 6

Explanation: The document is factual and descriptive, with no strong positive or negative sentiment. It is a standard regulatory filing.

Positives

• The document provides a detailed description of the company's capital structure and the rights of different classes of shareholders.
• The document outlines the company's commitment to indemnifying its directors and officers.
• The document provides clear information on the redemption options for the preferred stock.

Negatives

• The document highlights anti-takeover provisions that could discourage potential acquisitions.
• The document notes that preferred stockholders have limited voting rights.
• The document notes that the company's certificate of incorporation limits directors' liability for monetary damages, which may discourage lawsuits against directors.

Risks

• The Board's authority to issue preferred stock could dilute the voting power of common stockholders.
• Anti-takeover provisions could prevent a beneficial change of control.
• State insurance laws may impede a business combination.
• The limitation on directors' liability may discourage lawsuits against directors.
• The company's reliance on dividends from subsidiaries could be impacted by regulatory restrictions.

Future Outlook

The document does not contain any specific forward-looking statements about the company's future financial performance or guidance.

Industry Context

This document is a standard 10-K filing, which is a common practice for publicly traded companies. The details provided are typical for a company with both common and preferred stock.

Comparison to Industry Standards

• The capital structure and anti-takeover provisions described in the document are common among publicly traded companies, particularly those in the financial services sector.
• The preferred stock features, such as noncumulative dividends and redemption options, are also typical for this type of security.
• The limitations on director liability and indemnification provisions are standard practices in corporate governance.
• The use of a Delaware court as the exclusive forum for certain legal actions is a common practice for companies incorporated in Delaware.

Stakeholder Impact

• Shareholders are provided with detailed information about their rights and the company's capital structure.
• Potential investors can use this information to assess the company's risk profile and investment potential.
• The document outlines the company's obligations to its directors and officers.

Key Dates

Keywords

Equitable Holdings, common stock, preferred stock, depositary shares, corporate governance, anti-takeover, dividends, redemption, voting rights, directors liability, indemnification, Delaware law, insurance regulation