8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15 (d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): February 17, 2023

THE ALLSTATE CORPORATION

(Exact name of registrant as specified in its charter)

3100 Sanders Road, Northbrook, Illinois    60062

(Address of principal executive offices)    (Zip Code)

Registrant’s telephone number, including area code  (847) 402-5000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ____

Section 8 – Other Events

Item 8.01. Other Events.

On February 17, 2023, The Allstate Corporation (the “Registrant”) issued a press release announcing that it had called for redemption all 23,000 shares of its Fixed Rate Noncumulative Perpetual Preferred Stock, Series G, par value $1.00 per share and liquidation preference $25,000 per share (the “Series G Preferred Stock”), and the corresponding depositary shares (the “Series G Depositary Shares”), each representing a 1/1,000th interest in a share of the Series G Preferred Stock, on April 17, 2023 (the “Redemption Date”). The Series G Depositary Shares are currently traded on the New York Stock Exchange under the symbol “ALL PR G” (CUSIP No. 020002127).

The Series G Depositary Shares will be redeemed for a redemption price equal to $25.00 per Depositary Share (equivalent to $25,000 per share of Series G Preferred Stock) (the “Redemption Payment”) for a total Redemption Payment of $575,000,000. From and after the Redemption Date, all dividends will cease to accrue on the redeemed Preferred Stock.

On April 17, 2023, a dividend of $0.3515625 per Series G Depositary Share shall be paid in cash to the record holders at the close of business on March 31, 2023. All Depositary Shares are held in book-entry form through The Depository Trust Company.

A copy of the press release is attached hereto as Exhibit 99 and is incorporated by reference herein.

Section 9 – Financial Statements and Exhibits

Item 9.01.  Financial Statements and Exhibits

(d)   Exhibits

SIGNATURES

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.

3

Document

Exhibit 99

NEWS

FOR IMMEDIATE RELEASE

Contacts:    Al Scott             Mark Nogal

Media Relations     Investor Relations

(847) 402-5600            (847) 402-2800

Allstate Announces Redemption of Series G Preferred Stock

NORTHBROOK, Ill., Feb. 17, 2023 – As part of Allstate’s priority to effectively manage our capital, The Allstate Corporation (NYSE: ALL) today announced that on April 17, 2023, it will redeem all of its outstanding Series G Preferred Stock at par for a total redemption payment of $575 million. The dividend rate of the securities to be redeemed is 5.625%.

The redemption will include all 23,000 shares of its Fixed Rate Noncumulative Perpetual Preferred Stock, Series G, as well as the corresponding Depositary Shares, each representing a 1/1,000th interest in a share of the Preferred Stock.

The Depositary Shares are currently traded on the New York Stock Exchange under the symbol “ALL PR G” (CUSIP No. 020002127). The Depositary Shares will be redeemed at a redemption price of $25.00 per Depositary Share.

On April 17, 2023, a dividend in the amount of $0.3515625 per Series G Depository Share will be paid in cash to holders of record at the close of business on March 31, 2023. On and after the redemption date, the Series G Preferred Stock will no longer be deemed outstanding, and no further dividends will be declared or payable on it.

The Depositary Shares are held through The Depository Trust Company (DTC) and will be redeemed in accordance with the procedures of DTC. Payment to DTC will be made by Equiniti Trust Company, Allstate’s redemption agent for the Depositary Shares. Questions about the notice of redemption and related materials should be directed to EQ Shareowner Services by mail at P.O. Box 64858, St. Paul, MN, 55164-0858, Attention: Corporate Actions; by overnight courier at 1110 Centre Pointe Curve, Suite 101, Mendota Heights, MN, 55120-4100, Attention: Corporate Actions.

This news release does not constitute a notice of redemption under the certificate of designations governing the Series G Preferred Stock or the deposit agreement governing the Depositary Shares and is qualified in its entirety by reference to the notice of redemption issued by The Allstate Corporation.

Financial information, including material announcements about The Allstate Corporation, is routinely posted on www.allstateinvestors.com.