American National Group Inc. Files 8-K with Key Corporate Updates

TL;DR

American National Group Inc. filed an 8-K on Jan 10, 2025, with material agreements and corporate changes.

AI Summary

On January 10, 2025, American National Group Inc. filed an 8-K report detailing several key events. These include entering into a material definitive agreement, modifications to security holder rights, and amendments to its articles of incorporation or bylaws. The filing also includes financial statements and exhibits, indicating significant corporate actions and disclosures.

Why It Matters

This 8-K filing signals significant corporate actions and potential changes for American National Group Inc. and its stakeholders, requiring attention from investors and analysts.

Risk Assessment

Risk Level: medium — The filing indicates material definitive agreements and modifications to security holder rights, which can introduce new risks or alter existing ones for the company and its investors.

Key Players & Entities

• American National Group Inc. (company) — Registrant
• January 10, 2025 (date) — Date of earliest event reported

FAQ

Filing Documents

• tm2430912d7_8k.htm (8-K) — 36KB
• tm2430912d7_ex3-1.htm (EX-3.1) — 93KB
• tm2430912d7_ex4-1.htm (EX-4.1) — 224KB
• tm2430912d7_ex5-1.htm (EX-5.1) — 11KB
• tm2430912d7_ex5-1img001.jpg (GRAPHIC) — 9KB
• tm2430912d7_ex5-1img002.jpg (GRAPHIC) — 53KB
• 0001104659-25-002579.txt ( ) — 736KB
• ael-20250110.xsd (EX-101.SCH) — 3KB
• ael-20250110_def.xml (EX-101.DEF) — 26KB
• ael-20250110_lab.xml (EX-101.LAB) — 36KB
• ael-20250110_pre.xml (EX-101.PRE) — 25KB
• tm2430912d7_8k_htm.xml (XML) — 6KB

01

Item 1.01 Entry into a Material Definitive Agreement. On January 10, 2025, American National Group Inc. (the "Company") closed its previously announced public offering (the "Offering") of an aggregate of 12,000,000 depositary shares (the "Depositary Shares"), each representing a 1/1,000th interest in a share of the Company's 7.375% Series D Fixed-Rate Non-Cumulative Preferred Stock (the "Series D Preferred Stock"). The Depositary Shares were sold in a public offering pursuant to the Company's registration statement on Form S-3 (File No. 333-281155). The Company intends to use the net proceeds from the Offering, together with cash on hand, to redeem in full the 5.95% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series A of the Company (the "Series A Preferred Stock") and the related depositary shares in accordance with the terms thereof. This Current Report on Form 8-K does not constitute a notice of redemption with respect to the Series A Preferred Stock or the related depositary shares. In connection with the Offering, the Company entered into a deposit agreement, dated January 10, 2025 (the "Deposit Agreement"), by and among the Company, Computershare Inc. and Computershare Trust Company, N.A., collectively, as depositary (the "Depositary"), Computershare Trust Company, N.A., as registrar and transfer agent, and the holders from time to time of the depositary receipts (the "Depositary Receipts") issued thereunder, a form of which is included therein (the "Form of Depositary Receipt"). The Deposit Agreement provides for the deposit of shares of the Series D Preferred Stock from time to time with the Depositary and for the issuance of Depositary Receipts evidencing Depositary Shares in respect of the deposited Series D Preferred Stock. The foregoing description of the Deposit Agreement and Form of Depositary Receipt do not purport to be a complete statement of the parties' rights and obligations under the Deposit Agreement and Form of Depositary Receipt and

03

Item 3.03 Material Modification to Rights of Security Holders. In connection with the Offering, on January 9, 2025, the Company filed a certificate of amendment to the Company's Certificate of Incorporation with the Secretary of State of the State of Delaware (the "Secretary of State"), including a certificate of designations for the Series D Preferred Stock (collectively, the "Certificate of Amendment"), to establish the preferences, limitations, and relative rights of the Series D Preferred Stock. The Certificate of Amendment became effective upon filing with the Secretary of State. Under the terms of the Series D Preferred Stock, the ability of the Company to declare or pay dividends on, or purchase, redeem or otherwise acquire, shares of its common stock or any shares of the Company that rank junior to, or on parity with, the Series D Preferred Stock will be subject to certain restrictions in the event that the Company does not declare and pay (or set aside) dividends on the Series D Preferred Stock for the last preceding dividend period. The foregoing description of the Certificate of Amendment does not purport to be a complete statement of the parties' rights and obligations under the Certificate of Amendment and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 hereto and is incorporated by reference herein.

03

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The information set forth in Item 3.03 is incorporated herein by reference.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 3.1 Certificate of Amendment to the Certificate of Incorporation of American National Group Inc. (including the Certificate of Designations with respect to the Series D Preferred Stock of the Company). 4.1 Deposit Agreement, dated as of January 10, 2025, among the Company, Computershare Inc. and Computershare Trust Company, N.A., collectively, as Depositary, Computershare Trust Company, N.A., as Registrar and Transfer Agent and the holders from time to time of the depositary receipts described therein. 4.2 Form of Depositary Receipt (included in Exhibit 4.1). 5.1 Opinion of Cravath, Swaine & Moore LLP. 23.1 Consent of Cravath, Swaine & Moore LLP (included in Exhibit 5.1). 104 Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document. Cautionary Language Regarding Forward Looking Statements This Current Report on Form 8-K contains forward-looking statements that are based on current expectations of management of the Company. Such statements include plans, projections and estimates regarding the use of proceeds from the Offering. Such forward-looking statements are subject to certain risks, uncertainties and assumptions, including prevailing market conditions and other factors. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expected. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. AMERICAN NATIONAL GROUP INC. Date: January 10, 2025 By: /s/ Reza Syed Reza Syed Chief Financial Officer & Executive Vice President

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View this 8-K filing on SEC EDGAR