American National Group Inc Series A Pfd美股招股说明书(2025-01-08版)

American National Group Inc. Each Representing a 1/1,000thInterest in a Share of7.375% Fixed-Rate Non-Cumulative Preferred Stock, Series D Each of the depositary shares offered hereby (the “Depositary Shares”) represents a 1/1,000thinterest in a share of 7.375%Fixed-Rate Non-Cumulative Preferred Stock, Series D, $25,000 liquidation preference per share (equivalent to $25.00 perDepositary Share) of American National Group Inc. (the “Series D Preferred Stock”), deposited with Computershare Inc. andComputershare Trust Company, N.A., acting jointly, as depositary (collectively, the “Depositary”). The Depositary Shares areevidenced by depositary receipts. As a holder of Depositary Shares, you are entitled to a proportional fractional interest in all rightsand preferences of the shares of Series D Preferred Stock represented thereby (including dividend, voting, redemption andliquidation rights). You must exercise these rights through the Depositary. Holders of Series D Preferred Stock will be entitled to receive dividend payments only when, as and if declared by our boardof directors (or a duly authorized committee of the board), out of funds legally available for the payment of dividends. Any suchdividends will be payable on a non-cumulative basis quarterly in arrears on the 15thday of January, April, July and October of eachyear, commencing on April 15, 2025. Dividends will accrue on the stated amount of $25,000 per share of Series D Preferred Stock(equivalent to $25.00 per Depositary Share) from the date of original issue at a fixed rate per annum of 7.375%. Payment ofdividends on the Series D Preferred Stock is subject to certain legal, regulatory and other restrictions. Dividends on the Series D Preferred Stock will not be cumulative and will not be mandatory. Accordingly, if dividends arenot declared on the Series D Preferred Stock for any dividend period, then any dividends for that dividend period shall not accrueand shall not be payable. If our board of directors (or a duly authorized committee of the board) has not declared a dividend beforethe dividend payment date for any dividend period, we will have no obligation to pay dividends for such dividend period on orafter the dividend payment date for that dividend period, whether or not dividends on the Series D Preferred Stock are declared forany future dividend period. We may, at our option, redeem the Series D Preferred Stock (a) in whole or in part, from time to time, on or after January 15,2030 (the “First Call Date”), at a redemption price equal to $25,000 per share of Series D Preferred Stock (equivalent to $25.00 perDepositary Share), plus an amount equal to any declared but unpaid dividends and the portion of the quarterly dividend per shareattributable to the then-current dividend period that has not been declared and paid to, but excluding, such redemption date, (b) inwhole but not in part, at any time prior to the First Call Date, within 90 days after the occurrence of a “rating agency event,” at aredemption price equal to $25,500 per share of Series D Preferred Stock (102% of the stated amount of $25,000 per share)(equivalent to $25.50 per Depositary Share), plus an amount equal to any declared but unpaid dividends and the portion of thequarterly dividend per share attributable to the then-current dividend period that has not been declared and paid to, but excluding,such redemption date, and (c) in whole but not in part, at any time prior to the First Call Date, within 90 days after the occurrenceof a “regulatory capital event,” at a redemption price equal to $25,000 per share of Series D Preferred Stock (equivalent to $25.00per Depositary Share), plus an amount equal to any declared but unpaid dividends and the portion of the quarterly dividend pershare attributable to the then-current dividend period that has not been declared and paid to, but excluding, such redemption date.If we redeem the Series D Preferred Stock, the Depositary will redeem a proportionate number of Depositary Shares. Neither you,as a holder of Depositary Shares, nor the Depositary will have the right to require the redemption or repurchase of the Series DPreferred Stock or the Depositary Shares. See “Description of the Series D Preferred Stock — Optional Redemption.” The Series D Preferred Stock will not have voting rights, except those voting rights expressly set forth under “Description ofthe Series D Preferred Stock — Voting Rights” on page S-25. A holder of Depositary Shares will be entitled to direct theDepositary to vote in such circumstances. See “Description of the Depositary Shares — Voting of the Depositary Shares.” Application will be made to list the Depositary Shares on the New York Stock Exchange (the “NYSE”) under the symbol“ANG PRD”. If the application is approved, trading of the Depositary Shares on the NYSE is expected to commence within30 days after the initial delivery of the Depositary Shares. The Depositary Shares and the underlying Series D