American National Group Inc Series B Pfd美股招股说明书(2025-08-21版)

American National Group Inc.7.000% Fixed-Rate Reset Junior Subordinated Notes due 2055 American National Group Inc. (the “Issuer”) is offering $500,000,000 aggregate principal amount of 7.000% Fixed-Rate Reset JuniorSubordinated Notes due 2055 (the “Notes”). The Notes will bear interest (i)from and including the date of original issue to, but excluding, December1, 2030 (the “First Reset Date”)at the fixed rate of 7.000% per annum and (ii)from and including the First Reset Date, during each Reset Period (as defined herein), at a rateper annum equal to the Five-year U.S. Treasury Rate (as defined herein) as of the Reset Interest Determination Date (as defined herein) forsuch Reset Period plus 3.183%, to be reset on each Reset Date (as defined herein); provided, that the interest rate during any Reset Period willnot reset below 7.000% (which equals the initial interest rate on the Notes). Subject to the Issuer’s right to defer interest payments as describedunder “— Option to Defer Interest Payments,” the Issuer will pay interest on the Notes semi-annually in cash in arrears on June1 andDecember1 of each year, beginning on December1, 2025. The Notes will mature on December1, 2055. We may, on one or more occasions, defer interest payments on the Notes for one or more Optional Deferral Periods (as defined herein) ofup to five consecutiveyears as described in this prospectus supplement. Deferred interest will accrue additional interest at an annual rate equalto the annual interest rate then applicable to the Notes. See “Description of Junior Subordinated Notes — Option to Defer Interest Payments.” We intend to use the net proceeds from this offering to redeem in full our 6.625% Fixed-Rate Reset Non-Cumulative Preferred Stock,SeriesB (the “SeriesB Preferred Stock”) and the related depositary shares in accordance with the terms thereof and, to the extent any proceedsremain, for general corporate purposes. See “Use of Proceeds.” This prospectus supplement does not constitute a notice of redemption withrespect to the SeriesB Preferred Stock or the related depositary shares. At our option, we may redeem the Notes, in whole or in part, prior to their maturity at the times and redemption prices described under“Description of Junior Subordinated Notes — Optional Redemption.” The Notes will be unsecured and junior subordinated obligations of the Issuer that will rank equally in right of payment with all of theIssuer’s future equally-ranking junior subordinated indebtedness and will rank junior in right of payment to all of the Issuer’s existing andfuture Senior Indebtedness (as defined herein). The Notes will be effectively subordinated to all of the existing and future indebtedness andother liabilities of the Issuer’s subsidiaries. The Issuer’s subsidiaries will not be guarantors of the Notes. The Notes will rank senior to all ofthe Issuer’s equity securities, which include common stock and preferred stock. See “Description of Junior SubordinatedNotes — Ranking;Subordination.” For a more detailed description of the Notes, see “Description of Junior Subordinated Notes.” Investing in the Notes involves significant risks. See “Risk Factors” beginning on pageS-10of this prospectus supplement and on page2in theaccompanying prospectus. We do not intend to apply for listing of the Notes on any securities exchange or for quotation on any quotation system. Currently, thereare no public markets for the Notes. Neither the Securities and Exchange Commission nor any state securities commission or regulatory authority has approved or disapproved ofthese securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to thecontrary is a criminal offense. Per NoteTotalInitial public offering price100.000$500,000,000Underwriting discount1.000$5,000,000Proceeds, before expenses, to American National Group Inc.99.000$495,000,000(1)%%(1)% (1)Plus accrued interest from August 22, 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 Trust Company for theaccount of its direct and indirect participants, including Euroclear Bank SA/NV and Clearstream Banking S.A., on or about August 22, 2025,which is the third business day following the date of this prospectus supplement (such settlement being referred to as “T+3”). Purchasers ofthe Notes should note that trading of the Notes may be affected by this settlement date. See “Underwriting (Conflicts of Interest).” Joint Book-Running Managers Wells Fargo Securities TD Securities BarclaysCIBC Capital MarketsBNP PARIBASPNC Capital Markets LLC Brookfield Capital SolutionsMizuhoLloyds SecuritiesUS Bancorp TABLE OF CONTENTS PROSPECTUS SUPPLEMENT PageABOUT THIS PROSPECTUS SUPPLEMENTS-1MARKETING AND INDUSTRY INFORMATIONS-2FORWARD-LOOKING STATEMENTSS-2SUMMARYS-4RISK FACTORSS-10USE OF PROCEEDSS-20CONSOLIDATED CAPITALIZATION