American National Group Inc. Enters Material Agreement

TL;DR

ANG entered a material agreement and took on financial obligations on Aug 19, 2025.

AI Summary

On August 19, 2025, American National Group Inc. entered into a material definitive agreement related to its Series B Preferred Stock. The company also incurred a direct financial obligation or an obligation under an off-balance sheet arrangement. This filing is a current report under the Securities Exchange Act of 1934.

Why It Matters

This filing indicates a significant financial transaction or commitment by American National Group Inc., which could impact its financial obligations and future operations.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements and incurring financial obligations can introduce new risks related to the terms of these arrangements.

Key Players & Entities

• American National Group Inc. (company) — Registrant
• August 19, 2025 (date) — Date of earliest event reported
• Series B Preferred Stock (financial_instrument) — Related to material definitive agreement

FAQ

Key Financial Figures

• $500,000,000 — d to issue and sell to the Underwriters $500,000,000 aggregate principal amount of the Compa
• $25 million — not redeem the Notes in whole, at least $25 million aggregate principal amount of the Notes

Filing Documents

• tm2523654d6_8k.htm (8-K) — 39KB
• tm2523654d6_ex1-1.htm (EX-1.1) — 232KB
• tm2523654d6_ex4-1.htm (EX-4.1) — 198KB
• tm2523654d6_ex5-1.htm (EX-5.1) — 9KB
• tm2523654d6_ex5-1img002.jpg (GRAPHIC) — 71KB
• tm2523654d6_ex5-1img001.jpg (GRAPHIC) — 8KB
• 0001104659-25-081897.txt ( ) — 891KB
• ael-20250819.xsd (EX-101.SCH) — 3KB
• ael-20250819_def.xml (EX-101.DEF) — 26KB
• ael-20250819_lab.xml (EX-101.LAB) — 36KB
• ael-20250819_pre.xml (EX-101.PRE) — 25KB
• tm2523654d6_8k_htm.xml (XML) — 5KB

01

Item 1.01 Entry into a Material Definitive Agreement. On August 19, 2025, American National Group Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Wells Fargo Securities, LLC, HSBC Securities (USA) Inc. and TD Securities (USA) LLC, as representatives for the several underwriters (the "Underwriters"), pursuant to which the Company agreed to issue and sell to the Underwriters $500,000,000 aggregate principal amount of the Company's 7.000% Fixed-Rate Reset Junior Subordinated Notes due 2055 (the "Notes") in a registered public offering (the "Offering") pursuant to the Company's shelf registration statement on Form S-3 (Registration No. 333-281155). The Company intends to use the net proceeds of the Offering to redeem in full the 6.625% Fixed-Rate Reset Non-Cumulative Preferred stock, Series B of the Company (the "Series B Preferred Stock") and the related depositary shares in accordance with the terms thereof and, to the extent any proceeds remain, for general corporate purposes. This Current Report on Form 8-K does not constitute a notice of redemption with respect to the Series B Preferred Stock or the related depositary shares. On August 22, 2025, the Company closed its Offering. The Notes were sold in a public offering pursuant to the Company's registration statement on Form S-3 (Registration No. 333-281155). The notes were issued pursuant to an Indenture, dated as of October 2, 2024 (the "Base Indenture"), between the Company, as issuer, and Wilmington Trust, National Association, as trustee (the "Trustee") and a Third Supplemental Indenture, dated as of August 22, 2025 (the "Third Supplemental Indenture" and, together with the Base Indenture, the "Indenture"), between the Company and the Trustee, which supplemented the Base Indenture. The Notes are unsecured and junior subordinated obligations of the Company that rank equally in right of payment with all of the Company's future equally-ranking junior subordinate

03

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in Item 1.01 is incorporated herein by reference.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 1.1 Underwriting Agreement, dated August 19, 2025, among American National Group Inc. and Wells Fargo Securities, LLC, HSBC Securities (USA) Inc. and TD Securities (USA) LLC, as representatives for the several underwriters. 4.1 Third Supplemental Indenture, dated as of August 22, 2025, between American National Group Inc., as issuer, and Wilmington Trust, National Association, as trustee. 4.2 Form of 7.000% Fixed-Rate Reset Junior Subordinated Notes due 2055 (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: August 22, 2025 By: /s/ Reza Syed Reza Syed Chief Financial Officer & Executive Vice President

View Full Filing

View this 8-K filing on SEC EDGAR