American National Group Inc Series B Pfd美股招股说明书(2025-06-26版)

American National Group Inc. 6.000% Senior Notes due 2035 American National Group Inc. (the “Issuer”) is offering $700,000,000 aggregate principal amount of 6.000% Senior Notesdue 2035 (the “Notes”). The Notes will bear interest at the rate of 6.000% per year. The Issuer will pay interest on the Notes semi-annually in cashin arrears on January 15 and July 15 of each year, beginning on January 15, 2026. The Notes will mature on July 15, 2035. We intend to use the net proceeds from this offering to repay a portion of the outstanding indebtedness under our TermLoan Credit Facility (as defined herein). See “Use of Proceeds.” At our option, we may redeem the Notes, in whole or in part, at any time or from time to time, prior to their maturity at theapplicable redemption price described under “Description of Notes — Optional Redemption,”plusany accrued and unpaidinterest thereon to, but excluding, the redemption date for the Notes. The Notes will be unsecured and unsubordinated obligations of the Issuer that will rank equally in right of payment with allof the Issuer’s existing and future unsecured and unsubordinated indebtedness and will rank senior in right of payment to all ofthe Issuer’s existing and future subordinated indebtedness. The Notes will be effectively subordinated to any secured obligationsthe Issuer may have in the future to the extent of the value of the collateral securing such obligations. The Notes will beeffectively subordinated to all of the existing and future indebtedness and other liabilities of the Issuer’s subsidiaries. TheIssuer’s subsidiaries will not be guarantors of the Notes. For a more detailed description of the Notes, see “Description of Notes.” Investing in the Notes involves significant risks. See “Risk Factors” beginning on pageS-8of this prospectus supplement and onpage 2 in the accompanying prospectus. We do not intend to apply for listing of the Notes on any securities exchange or for quotation on any quotation system.Currently, there are no public markets for the Notes. Neither the Securities and Exchange Commission nor any state securities commission or regulatory authority has approved ordisapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanyingprospectus. Any representation to the contrary is a criminal offense. Per NoteTotalInitial public offering price99.705$697,935,000Underwriting discount0.650$4,550,000Proceeds, before expenses, to American National Group Inc.99.055$693,385,000(1)%%(1)% (1)Plus accrued interest from June 27, 2025, if settlement occurs after that date. The underwriters expect to deliver the Notes in book-entry form only through the facilities of The Depository TrustCompany for the account of its direct and indirect participants, including Euroclear Bank SA/NV and Clearstream Banking S.A.,on or about June 27, 2025, which is the third business day following the date of this prospectus supplement (such settlementbeing referred to as “T+3”). Purchasers of the Notes should note that trading of the Notes may be affected by this settlementdate. See “Underwriting (Conflicts of Interest).” Joint Book-Running Managers Wells Fargo SecuritiesBrookfield Capital Solutions RBC Capital MarketsUS Bancorp BNPPARIBAS BMO Capital MarketsBarclaysCredit Agricole CIB HSBCMizuhoCIBC Capital MarketsGoldman Sachs & Co. LLCJune 24, 2025 TD SecuritiesCitigroupPNC Capital Markets LLC TABLE OF CONTENTSPROSPECTUS SUPPLEMENT PageABOUT THIS PROSPECTUS SUPPLEMENTS-1MARKETING AND INDUSTRY INFORMATIONS-2FORWARD-LOOKING STATEMENTSS-2SUMMARYS-4RISK FACTORSS-8USE OF PROCEEDSS-15CONSOLIDATED CAPITALIZATION OF THE COMPANYS-16DESCRIPTION OF NOTESS-18CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONSS-26CERTAIN ERISA CONSIDERATIONSS-31UNDERWRITING (CONFLICTS OF INTEREST)S-34LEGAL MATTERSS-41EXPERTSS-41WHERE YOU CAN FIND MORE INFORMATIONS-42INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCES-42 PROSPECTUS ABOUT THIS PROSPECTUS1RISK FACTORS2FORWARD-LOOKING STATEMENTS2USE OF PROCEEDS3DESCRIPTION OF THE DEBT SECURITIES3DESCRIPTION OF PREFERRED STOCK15DESCRIPTION OF DEPOSITARY SHARES28PLAN OF DISTRIBUTION31WHERE YOU CAN FIND MORE INFORMATION33INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE33LEGAL MATTERS34EXPERTS34 ABOUT THIS PROSPECTUS SUPPLEMENT This document has two parts. The first consists of this prospectus supplement, which describes thespecific terms of this offering and the Notes. The second part, the accompanying prospectus, provides moregeneral information, some of which may not apply to this offering. If the information in this prospectussupplement is inconsistent with the information in the accompanying prospectus, you should rely on theinformation in this prospectus supplement. For example, if the description of this offering varies betweenthis prospectus supplement and the accompanying prospectus, you should rely on the information in thisprospectus supplement. If the information in this prospectus s