Equitable Holdings, Inc. → ALLIANCEBERNSTEIN L.P.

Item 4 of the Schedule 13D is hereby amended by inserting the following paragraph at the end thereof: Purpose of the Offer. The purpose of the Offer is for Equitable to increase its interest in AllianceBernstein through the acquisition of AB Holding Units and to provide AB Holding unitholders with liquidity. Equitable is making the Offer because it believes that the AB Holding Units are an attractive long-term strategic investment. There is a limited trading market for the AB Holding Units and the Offer will provide liquidity to those AB Holding unitholders desiring to sell, while giving Equitable an opportunity to invest in additional AB Holding Units. As of the date of this Amendment No. 24, Equitable and its subsidiaries had an approximate 61.9% interest in AllianceBernstein through their ownership of both general partnership interests in AB Holding and AllianceBernstein and AB Units. Assuming the maximum number of 46,000,000 AB Holding Units are properly tendered and are purchased by Equitable in the Offer, Equitable will beneficially own approximately 41.7% of the outstanding AB Holding Units and will have an approximate 77.5% economic interest in AllianceBernstein. The Offer provides AB Holding unitholders with an opportunity to realize a return on all or a portion of their investment in AB Holding at a premium to the market prices at which the AB Holding Units were trading prior to the commencement of the Offer, should they desire liquidity, in quantities that might not otherwise be available in the market. The Offer also provides such AB Holding unitholders with an efficient way to sell their AB Holding Units without incurring broker's fees or commissions associated with open market sales. Furthermore, odd lot holders who hold AB Holding Units registered in their names and tender their Units directly to the depositary and paying agent for the Offer and whose AB Holding Units are purchased pursuant to the Offer will avoid any applicable odd lot discounts that might be payable on sales of their AB Holding Units. Certain Effects of the Offer. AB Holding Units acquired in the Offer will increase Equitable's interest in AllianceBernstein. As of the date of this Amendment No. 24, Equitable and its subsidiaries had an approximate 61.9% interest in AllianceBernstein through their ownership of both general partnership interests in AllianceBernstein and AB Holding and AB Units. Assuming the maximum number of 46,000,000 AB Holding Units are properly tendered, and are purchased by Equitable in the Offer, Equitable will beneficially own approximately 41.7% of the outstanding AB Holding Units and will have an approximate 77.5% economic interest in AllianceBernstein. Following consummation of the Offer, Equitable expects the operations and affairs of AB Holding and AllianceBernstein to continue to be managed by AllianceBernstein Corporation, a Delaware corporation and Equitable's indirect wholly-owned subsidiary (the "General Partner"). Because the AB Holding Units and AB Units have limited voting rights, and limited rights of management, Equitable does not expect that its purchase of AB Holding Units in the Offer will have any effect on the governance or conduct of operations of AB Holding or AllianceBernstein. Other Plans. Equitable and its affiliates (including Alpha Units Holdings, Inc. and Alpha Units Holdings II, Inc. and the General Partner) continuously evaluate Equitable's investment in AB Holding and in AllianceBernstein and will take such actions with respect to Equitable's investment as they deem appropriate in light of the circumstances existing from time to time. Such actions could include additional acquisitions or dispositions of AB Holding Units, AB Units and/or other equity, debt, notes, instruments or other securities of AB Holding, AllianceBernstein and/or their respective subsidiaries. Any such actions would depend on various factors including, but not limited to, the price of the AB Holding Units and AB Units, the terms and conditions of available transactions, Equitable's business and financial position, other opportunities available to Equitable, prevailing market conditions and any required regulatory approvals. Equitable may execute these transactions on the open market, through additional tender offers, in privately negotiated transactions, or directly from or to AB Holding, AllianceBernstein or their respective subsidiaries. Future acquisitions by Equitable may be on the same terms or on terms that are more or less favorable to AB Holding unitholders than the terms of the Offer. In addition, Equitable's executive officers and directors may purchase or sell AB Holding Units in the open market or in private transactions based on factors considered by each of them individually. Equitable and its affiliates also discuss from time to time with AB Holding, AllianceBernstein and the General Partner (which is Equitable's affiliate) and/or their respective subsidiaries' management, directors, un