Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an

Off-Balance Sheet Arrangement of a Registrant.

On January 11, 2023, Equitable Holdings, Inc. (the "Company") issued $500 million aggregate principal amount of its 5.594% Senior Notes due 2033 (the "Senior Notes"). The Senior Notes were issued pursuant to the Senior Indenture, dated as of April 5, 2019 (incorporated by reference to Exhibit 4.4 to the Registration Statement on Form S-3 of Equitable Holdings, Inc., File No. 333-234788), between the Company and The Bank of New York Mellon, as trustee (the "Trustee"), as supplemented by the Third Supplemental Indenture, dated as of January 11, 2023 (the "Supplemental Indenture"), between the Company and the Trustee, with respect to the Senior Notes, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference.

The Senior Notes were offered and sold pursuant to the shelf registration statement on Form S-3 (File No. 333-268815), filed with the U.S. Securities and Exchange Commission (the "Commission"), which became effective on December 22, 2022, and a prospectus supplement related to the Senior Notes dated January 4, 2023 (filed with the Commission pursuant to Rule 424(b)(2) under the Securities Act of 1933).




Item 8.01 Other Events.

On January 11, 2023, the Company closed the sale of $500 million aggregate principal amount of its Senior Notes. The Senior Notes were sold pursuant to an underwriting agreement, dated January 4, 2023 (the "Underwriting Agreement"), among the Company and BNP Paribas Securities Corp., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named in Schedule I of the Underwriting Agreement.

The Underwriting Agreement is being filed with this Current Report on Form 8-K as Exhibit 1.1 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits

Exhibit
  No.                               Description of Exhibit

 1.1          Underwriting Agreement, dated as of January 4, 2023, among the
            Company and BNP Paribas Securities Corp., Citigroup Global Markets
            Inc. and J.P. Morgan Securities LLC, as representatives of the several
            underwriters named in Schedule I of the Underwriting Agreement.

 4.1          Third Supplemental Indenture, dated as of January 11, 2023, between
            the Company and the Trustee.

 4.2          Form of Senior Note (included as Exhibit A to Exhibit 4.1 above).

 5.1          Opinion of Willkie Farr & Gallagher LLP with respect to the Senior
            Notes.

23.1          Consent of Willkie Farr & Gallagher LLP (included in Exhibit 5.1
            above).

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

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