EQUITABLE FINANCIAL LIFE INSURANCE CO OF AMERICA FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Item 1.01 Entry into a Material Definitive Agreement.

On May 17, 2023, Equitable Financial Life Insurance Company of America, an
Arizona-domiciled life insurance company ("Equitable America") and wholly owned
subsidiary of Equitable Holdings, Inc., a Delaware corporation ("Holdings"),
entered into a reinsurance agreement (the "Reinsurance Treaty") with its
affiliate, Equitable Financial Life Insurance Company, a New York domiciled life
insurance company ("Equitable Financial"), effective April 1, 2023. Pursuant to
the Reinsurance Treaty, virtually all of Equitable Financial's 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 universal life
insurance policies issued outside the State of New York prior to October 1, 2022
were reinsured to Equitable America on a coinsurance funds withheld basis. In
addition, all of the separate account liabilities relating to such variable
annuity contracts were reinsured to Equitable America on a modified coinsurance
basis. Equitable America's obligations under the Reinsurance Treaty are secured
through Equitable Financial's retention of certain assets supporting the
reinsured liabilities. In exchange for Equitable America's agreement to assume
these liabilities, Equitable Financial paid to Equitable America a ceding
commission equal to approximately $850 million, subject to a reconciliation that
will take place post-closing. The New York Department of Financial Services (the
"NYDFS") and the Arizona Department of Insurance and Financial Institutions each
approved the Reinsurance Treaty.

The Reinsurance Treaty further diversifies our sources of regulated cash flows
and supports more stable dividends to Holdings from Equitable Financial and
Equitable America.
As a condition to approving the Reinsurance Treaty, the NYDFS has required that
Equitable Financial seeks to novate the reinsured contracts on a reasonable best
efforts basis either to Equitable America or another affiliate over the next
three years. Novations of the reinsured contracts are subject to additional
regulatory approvals, as well as certain policyholder approvals.
The foregoing description of the Reinsurance Treaty does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Reinsurance Treaty, a copy of which will be filed along with Equitable America's
10­Q later this quarter.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

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