UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
The Allstate Corporation
(Exact name of registrant as specified in its charter)
|
Delaware (State or other jurisdiction of incorporation or organization)
|
36-3871531 (I.R.S. Employer Identification No.)
|
|
3100
Sanders Road, Northbrook, Illinois
|
60062
|
Securities to be registered pursuant to Section 12(b) of the Act:
|
Title of each class to be so registered |
Name of each exchange on which each class is to be registered |
| Depositary Shares each representing a 1/1,000th interest in a share of Fixed Rate Noncumulative Perpetual Preferred Stock, Series J | New York Stock Exchange |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box.x
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ¨
If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ¨
Securities Act registration statement or Regulation A offering statement file number to which this form relates: 333-255698
Securities to be registered pursuant to Section 12(g) of the Act: None
INFORMATION REQUIRED IN REGISTRATION STATEMENT
| Item 1. | Description of Registrant’s Securities to be Registered. |
The Allstate Corporation (the “Registrant”) hereby incorporates by reference herein (i) the description of the Depositary Shares (the “Depositary Shares”), each representing a 1/1,000th interest in a share of Fixed Rate Noncumulative Perpetual Preferred Stock, Series J, par value $1.00 per share and liquidation preference $25,000 per share (the “Preferred Stock”), to be registered hereunder, set forth under the heading “Description of the Depositary Shares” and (ii) the description of its Preferred Stock set forth under the heading “Description of the Preferred Stock”, respectively, in the Registrant’s Prospectus Supplement, dated May 15, 2023, to the Prospectus dated April 30, 2021, constituting part of the Registration Statement on Form S-3 (File No. 333-255698) of the Registrant, filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended. The Depositary Shares are expected to be listed on the New York Stock Exchange.
| Item 2. | Exhibits |
| 3.1 | Restated Certificate of Incorporation dated May 23, 2012 of the Registrant (incorporated by reference to Exhibit 3(i) of the Registrant’s Form 8-K filed May 23, 2012). |
| 3.2 | Amended and Restated Bylaws of the Registrant, as amended July 16, 2021 (incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K filed July 16, 2021). |
| 3.3 | Certificate of Designations with respect to Preferred Stock of the Registrant (incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K filed May 18, 2023). |
| 4.2 | Form of Preferred Stock Certificate (included as Exhibit A to Exhibit 3.3 above). |
| 4.3 | Form of Depositary Receipt (included as Exhibit A to Exhibit 4.1 above). |
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
| THE ALLSTATE CORPORATION | ||
| By: | /s/ Alexandra T. Band | |
| Name: | Alexandra T. Band | |
| Title: | Senior Vice President and Treasurer | |
Date: May 18, 2023