Equitable Financial Life Insurance Company (RILA)

*DIRECTORS:

Francis Hondal

Arlene Isaacs-Lowe

Daniel G. Kaye

Joan Lamm-Tennant

Craig MacKay

Mark Pearson

Bertram Scott

George Stansfield

Charles G.T. Stonehill

Douglas A. Dachille

Income Manager

Payout annuity contracts

Prospectus dated May 1, 2026

Please read and keep this Prospectus for future reference. It contains important information that you should know before purchasing or taking any other action under your contract. This Prospectus supersedes all prior Prospectuses and supplements.

What is Income Manager

Income Manager

contracts are payout annuity contracts issued by

Equitable Financial Life Insurance Company

(the “Company”, “we”, “our” and “us”). They are designed to provide retirement income. We offer two versions of the Income Manager

payout annuity contract from which you may choose to receive your retirement income. You may choose to receive income payable for a specified period (“period certain”). Or, you may choose to receive lifetime income payable for at least a specified period (“life annuity with a period certain”). Under the life annuity with a period certain contract, you may choose whether payments are made on a single life or a joint and survivor life basis. In certain circumstances, the forms of annuity available under your Income Manager

contract may be limited.

This Prospectus is a disclosure document and describes all of the contract’s material features, benefits, rights and obligations, as well as other information. The description of the contract’s material provisions in this Prospectus is current as of the date of this Prospectus. If certain material provisions under the contract are changed after the date of this Prospectus in accordance with the contract, those changes will be described in a supplement to this Prospectus. You should carefully read this Prospectus in conjunction with any applicable supplements. All optional features and benefits described in this Prospectus may not be available at the time you purchase the contract. We have the right to restrict availability of any optional feature or benefit. We can refuse to accept any application or contribution from you at any time, including after you purchase the contract.

Types of contracts.

We offer the contracts for use as:

•

A nonqualified annuity (“NQ”) for

after-tax

contributions only.

•

A traditional individual retirement annuity (“IRA”).

•

A GMIB Income Manager

payout annuity issued upon exercise of the guaranteed minimum income benefit under an Accumulator

series contract (“GMIB Income Manager

contract”). A GMIB Income Manager

contract can be used as an NQ and a traditional IRA, as well as a Roth IRA contract (“Roth IRA”).

Generally, a contribution of at least $10,000 is required to purchase a contract.

Fixed maturity options.

We allocate your contributions to a series of fixed maturity options to provide your income payments during the period certain. Amounts allocated to each fixed maturity option will receive a fixed rate of interest during the period certain. Interest is earned at a guaranteed rate we set (“rate to maturity”). The fixed maturity options are listed in Appendix: “Investment options available under the contract”.

The contract is a complex investment and involves risks, including potential loss of principal if you take a withdrawal prior to the maturity of a fixed maturity option. The contract is not a short-term investment and is not appropriate for an investor who needs ready access to cash. Withdrawals could result in withdrawal charges, negative market value adjustments, taxes, and tax penalties and cause you to lose money. You may receive less than the amount of the withdrawal and any associated market value adjustment could significantly reduce the annuity payment perhaps by more than the amount of withdrawal, as well as shorten the length of the period certain.

A market value adjustment will apply to withdrawals, surrender of your contract, when we make deductions for withdrawal charges, or payment of a death benefit from a fixed maturity option before the maturity date.

The actual amount of the market value adjustment is determined by a formula that depends on, among other things, the difference between the rate to maturity that applies to the amount being withdrawn and the rate to maturity in effect at that time for new allocations to that same fixed maturity option, and the length of time remaining until the maturity date.

It is theoretically possible that you could lose up to 100% of your investment and previously credited interest in certain extreme scenarios.

You should speak with a financial professional about the features, benefits, risks, and fees and whether the contract is appropriate for you based on your financial situation and objectives.

All obligations and guarantees are subject to the Company’s financial strength and claims paying ability.

If you are a new investor in the contract, you may cancel your contract within 10 days of receiving it without paying fees or penalties, although we will apply the market value adjustment. In some states, this cancellation period may be longer. Upon cancellation, you will receive either a full refund of the greater of the amount you paid with your application or the cash value (which reflects any withdrawals, withdrawal charges and market value adjustments) or the account value (which reflects any positive or negative market value adjustments) through the date we receive your contract. You should review this Prospectus, or consult with your investment professional, for additional information about the specific cancellation terms that apply.

The Securities and Exchange Commission (“SEC”) has not approved or disapproved these securities or determined if this Prospectus is accurate or complete. Any representation to the contrary is a criminal offense. The contracts are not insured by the FDIC or any other agency. They are not deposits or other obligations of any bank and are not bank guaranteed. They are subject to investment risks and possible loss of principal. Additional information about certain investment products, including fixed annuities with market value adjustments, has been prepared by the SEC’s staff and is available at Investor.gov.

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Contents of this Prospectus


Definition of key terms		4
Overview of the contract		5
Important information you should consider about the contract		7
Fee table		9
The Company		10
How to reach us		11


1. Principal risks of investing in the contract		12
Risks associated with the fixed maturity options		12
Risk associated with taking an early withdrawal		12
Death benefit risk		12
Insurance company risk		12
Possible adverse tax consequences		12
Contract changes risk		12
Availability by financial intermediary		13
Business disruption, cybersecurity, and artificial intelligence (“AI”) technologies risks		13


2. Purchasing the contract and contract features		14
How you can purchase and contribute to your contract		14
Source of contributions (not applicable to GMIB Income Manager® contract)		14
Owner and annuitant requirements		14
What are your investments under the contract?		14
What are your contract choices?		15
Life annuity with a period certain contract		16
Period certain contract (not available if you are purchasing a GMIB Income Manager® contract)		20


3. Other features of the contracts		21
How you can make your contributions		21
Your right to cancel within a certain number of days		21
Surrendering your contract to receive its cash value		22
When to expect payments		22


4. Charges and adjustments		23
Withdrawal charges		23
Amounts applied from other contracts issued by the Company		23
Charges for state premium and other applicable taxes		23

”Financial professional” means the registered representative who is offering you the contract.

When we address the reader of this Prospectus with words such as “you“ and “your,“ we mean the person who has the right or responsibility that the Prospectus is discussing at that point. This is usually the contract owner.

When we use the word “contract“ it also includes certificates that are issued under group contracts in some states.


Group or sponsored arrangements		24
Other distribution arrangements		24
Market value adjustments		24


5. Benefits available under the contract		25
Death benefit — for all contracts other than GMIB Income Manager® contracts		25
Death benefit — for all GMIB Income Manager® contracts		26
Your beneficiary		26
Your annuity payout options (not including GMIB Income Manager® contracts)		26


6. Tax information		28
Overview		28
Taxation of nonqualified annuities		28
Special rules for NQ contracts issued in Puerto Rico		30
Individual retirement arrangements (“IRAs”)		30
Traditional individual retirement annuities (“traditional IRAs”)		31
Tax withholding and information reporting		37


7. More information		38
About the non-unitized separate account for the fixed maturity options		38
About our general account		38
Other methods of payment		38
About payments under period certain contracts		38
Dates and prices at which contract events occur		39
Statutory compliance		39
About legal proceedings		39
Financial statements		39
Transfers of ownership, collateral assignments, loans, and borrowing		39
Distribution of the contracts		39


Appendix
Investment options available under the contract		42

Definition of key terms

Account value

— is the sum of your market adjusted amounts in each fixed maturity option plus your amounts held in the separate account to provide for payments off maturity dates.

Annuitant

— is the person who is the measuring life for determining contract benefits. The annuitant is not necessarily the contract owner.

Business day

— Our “business day” is generally any day the New York Stock Exchange (“NYSE”) is open for regular trading and generally ends at 4:00 p.m. Eastern Time (or as of an earlier close of regular trading). If the SEC determines the existence of emergency conditions on any day, and consequently, the NYSE does not open, then that day is not a business day.

Cash value

— Your cash value is equal to your account value minus any withdrawal charge.

Company

— Refers to Equitable Financial Life Insurance Company (“Equitable Financial”). The terms “we”, “us”, and “our” are also used to identify the Company.

Contract date

— The “contract date” is the effective date of a contract. This usually is the business day we receive the properly completed and signed application, along with any other required documents, and your initial contribution. Your contract date will be shown in your contract.

Contract date anniversary

— The end of each 12-month period is your “contract date anniversary”. For example, if

your contract date is May 1st, your contract anniversary date is April 30th.

Contract year

— The “contract year” is the 12-month period beginning on your contract date and each 12-month period after that date.

Fixed Maturity Amount

— the present value of a fixed maturity option’s maturity value calculated using the fixed maturity option’s interest rate adjusted for any prior withdrawals and associated market value adjustments.

Fixed Maturity Options Non-Unitized Separate Account

— Separate Account No. 46 is a non-unitized separate account of Equitable Financial Life Insurance Company established under New York Insurance Law.

Market Adjusted Amount

— the present value of a fixed maturity option’s maturity value calculated using the current interest rate in effect on the date of the calculation adjusted for any prior withdrawals and associated market value adjustments.

Maturity date

— The contact’s “maturity date” is generally the contract date anniversary that follows the annuitant’s 95th birthday.

Maturity Value

— the total amount allocated to a fixed maturity option accumulated daily at the fixed maturity option’s interest rate adjusted for any prior withdrawals and associated market value adjustments.

SEC

— Securities and Exchange Commission.

To make this Prospectus easier to read, we sometimes use different words than in the contract or supplemental materials. This is illustrated below. Although we use different words, they have the same meaning in the Prospectus as in the contract or supplemental materials. Your financial professional can provide further explanation about your contract.


Prospectus		Contract or Supplemental Materials
fixed maturity amount		Guaranteed Period Amount

fixed maturity options		Guarantee Periods (Guaranteed Interest Rate Options (“GIRO’s”) in supplemental materials)

off maturity date payments		Modal Payment Portion

market adjusted amount		annuity account value

maturity date		Expiration Date

rate to maturity		Guaranteed Rate

Overview of the contract

Purpose of the contract

Income Manager

contracts are payout annuity contracts designed to provide retirement income to investors who want to begin receiving annuity payments immediately but have the option to defer payments for a period of up to 72 months and be able to take withdrawals or surrender their contract even though they are receiving annuity payments. We offer the contracts for use as a nonqualified annuity (“NQ”) for

after-tax

contributions only; as a traditional individual retirement annuity (“IRA”); and as a GMIB Income Manager

payout annuity issued upon exercise of the guaranteed minimum income benefit under an Accumulator

series contract (“GMIB Income Manager

contract”). A GMIB Income Manager

contract can be used as an NQ and a traditional IRA, as well as a Roth IRA contract (“Roth IRA”).

Income payments under the contract

We offer two versions of the Income Manager

contracts, a period certain annuity is not available.

Please note: the terms “income payments” and “annuity payments” mean the same thing and we use them in this prospectus interchangeably.

If you purchase a GMIB Income Manager

contract, the period certain is specified in your Accumulator

contract and cannot be changed. Generally, you will receive at least 10 years of payments. Depending on the annuitant’s age at GMIB exercise and the issue date and type of your Accumulator

contract, the period may be longer or shorter. For all other Income Manager

contracts, you will receive payments for periods certain ranging from 7 to 15 years depending on the age of the annuitant. For a life annuity with period certain, payments will continue while the annuitant or joint annuitant is living.

non-unitized

separate account. They accumulate interest at a rate to maturity for each fixed maturity option. The total amount allocated to and accumulated in each fixed maturity option is called the “fixed maturity amount.”

For additional information about each fixed maturity option see Appendix:

“

Investment options available under the contract

”

Contract features

Access to your money

After the first contract year, you may make withdrawals from your contract during the period certain (but not thereafter for a life annuity with period certain). Withdrawals may be subject to market value adjustment, withdrawal charges and income taxes, as well as tax penalties. Withdrawals and associated market value adjustments could significantly reduce annuity payments, perhaps by more than amount of withdrawal. If you have a life annuity with period certain, withdrawals and associated market value adjustments may reduce your remaining payments and shorten any remaining certain period, and the payment start date under the life portion of a life with period certain annuity will be earlier.

Death Benefit

If the annuitant dies before income payments begin, the contract includes a standard death benefit that pays your beneficiaries an amount equal to the greater of:

(1)	your account value; and

(2)	the sum of the fixed maturity amounts in each fixed maturity option plus any amounts held in the separate account to provide for payments off maturity dates.

If the annuitant (or

non-qualified

annuity contract owner) dies after the payments begin, we will continue to make payments during the period certain to either the joint owner or the designated beneficiary, whichever applies. At the beneficiary’s option, payments during the period certain may be discontinued and paid in a single sum. If the single sum is elected within one year after the annuitant’s death, the single sum will be paid as a death benefit and will be equal to the greater of:

(1)	the account value; and

(2)	the sum of the fixed maturity amounts in each fixed maturity option, plus any amounts held in the separate account to provide for payments off maturity dates.

A negative market value adjustment may apply on the payment of a death benefit and could result in a significant reduction in the death benefit amount.

A death benefit is never payable under the life contingent annuity. The death benefit applies only during the period certain.

For purposes of determining the death benefit in connection with any GMIB Income Manager

contract, the annuity payments are considered to have begun at issue of the contract.

Please note: Withdrawals, along with any associated withdrawal charges and market value adjustments, could significantly reduce the death benefit, perhaps by more than amount of the withdrawal.

Market value adjustment

Withdrawals, surrender of your contract, when we make deductions for withdrawal charges, or payment of a death benefit from a fixed maturity option before it matures we will make a market value adjustment, which will increase or decrease any fixed maturity amount you have in that fixed maturity option. The market value adjustment, positive or negative, resulting from a withdrawal (including a deduction for withdrawal charges) of a portion of the amount in the fixed maturity option will be a percentage of the market value adjustment that would apply if you were to withdraw the entire amount in that fixed maturity option. The market value adjustment applies to the amount remaining in a fixed maturity option and does not reduce the actual amount of a withdrawal. You could lose a significant amount of money and also significantly reduce your annuity payments due to a negative market value adjustment if amounts are removed from a fixed maturity option prior to its maturity.

Important information you should consider about the contract


FEES, EXPENSES, AND ADJUSTMENTS

Are There Charges or Adjustments for Early Withdrawals?		Yes . Withdrawal charges may apply to any withdrawal from your contract, including a withdrawal from a fixed maturity option, for up to 7 years following your last contribution. You will be assessed a withdrawal charge of up to 7% of your contribution withdrawn. For example, if you make a withdrawal in the first year, you could pay a withdrawal charge of up to $7,000 on a $100,000 investment. This loss will be greater if there is a negative market value adjustment, taxes, or tax penalties. In instances where a withdrawal charge applies, other than where you are surrendering your contract, we will deduct more than the amount you requested in order to maintain the same pattern of income payments following the withdrawal, and we will also apply a withdrawal charge (and market value adjustment) to that additional amount withdrawn. For additional information about withdrawal charges, see “Withdrawal charges” under “Charges and adjustments” in the Prospectus. If all or a portion of your account value is removed from a fixed maturity option before the maturity date, there will be a market value adjustment, which may be negative and could reduce the value in your fixed maturity option by up to 100%, which means you would not receive any annuity payments. For example, if you allocate $100,000 to a fixed maturity option and later withdraw the entire amount before the maturity date, you could lose up to $100,000 of your investment. This loss will be greater if you also have to pay a withdrawal charge, taxes and tax penalties. A market value adjustment will apply to withdrawals, surrender of your contract, when we make deductions for withdrawal charges, or payment of a death benefit. For additional information about the market value adjustment, see “Market value adjustments” under “Charges and adjustments” in the Prospectus.

Are There Transaction Charges?		Yes . In addition to withdrawal charges and market value adjustments, we deduct a charge designed to approximate certain taxes that may be imposed upon us, such as premium taxes in your state. We deduct the charge from your contributions. The current tax charge that might be imposed varies by jurisdiction and ranges from 0% to 3.5%. This deduction may not apply for certain GMIB Income Manager ® contracts. For additional information about transaction charges, see “Charges and adjustments” in the Prospectus.

Are There Ongoing Fees and Expenses?		No.


RISKS

Is There a Risk of Loss from Poor Performance?		No . We guarantee your principal and credited interest allocated to a fixed maturity option if held through the maturity date.

Is this a Short-Term Investment?		No . The contract is not a short-term investment and is not appropriate for an investor who needs ready access to cash because the contract is designed to provide for income on a long-term basis. As such, you should not use the contract as a short-term investment or savings vehicle. Amounts withdrawn from the contract may result in withdrawal charges, taxes and tax penalties. Amounts removed from a fixed maturity option will not receive credited interest, and may result in a negative market value adjustment which could be significantly greater than the amount withdrawn. For additional information about the risks associated with the fixed maturity options, see “Risks associated with the fixed maturity options” in “Principal Risks of investing in the contract.” See also Appendix: “Investment options available under the contract” in the Prospectus.

What Are the Risks Associated with the Investment Options?		The fixed maturity options have their own unique risks, and you should review the investment options before making an investment decision. For additional information about the risks associated with the fixed maturity options, see “Risks associated with the fixed maturity options” in “Principal Risks of investing in the contract.” See also Appendix: “Investment options available under the contract” in the Prospectus.


What Are the Risks Related to the Insurance Company?		An investment in the contract is subject to the risks related to the Company. The Company is solely responsible to the contract owner for the contract’s account value, including under the fixed maturity options, and the income payments. The general obligations of the Company under the contract, including the fixed maturity options, are supported by our general account and are subject to our claims paying ability. An owner should look solely to our financial strength for our claims-paying ability. More information about the Company, including our financial strength ratings, may be obtained at www.equitable.com/about-us/financial-strength-ratings. For additional information about insurance company risks see “Insurance company risk” in “Principal risks of investing in the contract” in the Prospectus.

RESTRICTIONS

Are There Limits on the Investment Options?		Yes. We may, at any time, exercise our rights to limit or terminate your contributions, allocations to any of the investment options. You can only make subsequent contributions before annuity payments begin and only under life with period certain contracts. To provide your income payments during the period certain, we allocate your contributions to fixed maturity options that mature in consecutive date order. For applications we receive under certain types of transactions, we may offer you the opportunity to lock in rates to maturity on contributions. Generally, your income payments will be made on February 15th as each fixed maturity option matures. If you choose to have your payments made in a month other than February, we will be required to begin making your payments before the maturity date of a fixed maturity option. In planning for these payments we will allocate a portion of your initial contribution to the separate account, but not to the fixed maturity options contained in the separate account. After that, as each fixed maturity option expires, we will transfer your maturity value from the expired fixed maturity option and hold the maturity value in the separate account. For additional information about the fixed maturity options, see “Fixed maturity options” under “Purchasing the contract and contract features” in the Prospectus.

Are There Any Restrictions on Contract Benefits?		Yes . The death benefit is only available under the non-life contingent option. No death benefit is available under the life contingent option. Withdrawals, withdrawal charges, and market value adjustments could significantly reduce the death benefit, perhaps by more than the amount of the withdrawal For additional information about restrictions on contract benefits, see “What are your investments under the contract?” under “Purchasing the contract and contract features” in the Prospectus.
TAXES

What are the Contract’s Tax Implications?		You should consult with a tax professional to determine the tax implications of an investment in, and payments received under, the contract. There is no additional tax benefit to you if the contract is purchased through a tax-qualified plan or individual retirement account (IRA). Withdrawals will be subject to ordinary income tax and may be subject to tax penalties. Generally, you are not taxed until you make a withdrawal from the contract. For additional information about tax implications see “Tax information” in the Prospectus.
CONFLICTS OF INTEREST

How are Investment Professionals Compensated?		Some financial professionals may receive compensation for selling the contract to you, both in the form of commissions or in the form of contribution-based compensation. Financial professionals may also receive additional compensation for enhanced marketing opportunities and other services (commonly referred to as “marketing allowances”). This conflict of interest may influence the financial professional to recommend this contract over another investment. For additional information about compensation to financial professionals see “Distribution of the contracts” under “More information” in the Prospectus.
Should I Exchange My Contract?		Some financial professionals may have a financial incentive to offer a new contract in place of the one you already own. You should only exchange your contract if you determine, after comparing the features, fees, and risks of both contracts, and any fees or penalties to terminate the existing contract, that it is preferable to purchase the new contract rather than continue to own your existing contract.

Fee table

The following tables describe the fees, expenses, and adjustments that you will pay when buying, owning, and surrendering or making withdrawals from an investment option or from the contract. Please refer to your contract specifications page for information about the specific fees you will pay.

The first table describes fees and expenses that you will pay at the time that you buy the contract, surrender or make withdrawals from an investment option or from the contract.


Transaction Expenses
Sales Load Imposed on Purchases (as a percentage of purchase payments)		None
Charges for state premium and other applicable taxes (1)		0% to 3.5%
Withdrawal Charge (as a percentage of the amount withdrawn) ( 2 )		7.00%

(1)

Charge designed to approximate certain taxes that may be imposed upon us, such as premium taxes in your state. We deduct the charge from your contributions. The current tax charge that might be imposed varies by jurisdiction and ranges from 0% to 3.5%. This deduction may not apply for certain GMIB Income Manager

contracts.

(2)

The charge percentage is deducted upon a withdrawal of amounts in excess of the 10% free withdrawal amount. Important exceptions and limitations may eliminate or reduce this charge. For a complete description of charges, please see “Withdrawal charges” in “Charges and adjustments” in the Prospectus. In instances where a withdrawal charge applies, other than where you are surrendering your contract, we will deduct

than the amount you requested in order to maintain the same pattern of income payments following the withdrawal, and we will also apply a withdrawal charge (and market value adjustment) to that additional amount withdrawn.


The next table describes the adjustments, in addition to any transaction expenses, that apply if all or a portion of the account value is removed from a fixed maturity option or from the contract before the expiration of a specified period.
Adjustments
Fixed Maturity Option Maximum Potential Loss Due to Market Value Adjustment (as a percentage of the fixed maturity amount in the fixed maturity option at the start of the fixed maturity option period) (1)		100%

(1)

A market value adjustment will apply to withdrawals, surrender of your contract, when we make deductions for withdrawal charges, or payment of a death benefit. The actual amount of the market value adjustment is determined by a formula that depends on, among other things, the difference between the rate to maturity that applies to the amount being withdrawn and the rate to maturity in effect at that time for new allocations to that same fixed maturity option, and the length of time remaining until the maturity date. In general, the maximum loss would occur if there is a total distribution for a fixed maturity option a significant time prior to the maturity date and interest rates have risen dramatically from the time that you originally allocate an amount to the fixed maturity option to the time that you take the withdrawal. See “How we determine the market value adjustment” in the Statement of Additional Information for more information.

The Company

Equitable Financial is a New York stock life insurance corporation doing business since 1859 with its home office located at 1345 Avenue of the Americas, New York, NY 10105. We are an indirect wholly owned subsidiary of Equitable Holdings, Inc.

We are licensed to sell life insurance and annuities in all 50 states, the District of Columbia, Puerto Rico and the U.S. Virgin Islands. No other company has any legal responsibility to pay amounts that the Company owes under the contracts. The Company is solely responsible for paying all amounts owed to you under the contract, subject to our financial strength and claims-paying ability.

We rely on the exemption from the reporting requirements of Section 15(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), provided by Rule 12h-7 under the 1934 Act with respect to registered non-variable insurance contracts (such as index-linked investment options and fixed investment options subject to a market value adjustment) that we issue.

How to reach us

Please communicate with us at the mailing addresses listed below for the purposes described. Certain methods of contacting us, such as by telephone or electronically, may be unavailable, delayed or discontinued. For example, our facsimile service may not be available at all times and/or we may be unavailable due to emergency closing. In addition, the level and type of service available may be restricted based on criteria established by us. In order to avoid delays in processing, please send your correspondence and check to the appropriate location, as follows:

For correspondence with checks:

For contributions sent by regular mail:

Retirement Service Solutions

P.O. Box 1424

Charlotte, NC 28201

For contributions sent by express delivery:

Retirement Service Solutions

8501 IBM Dr, Ste 150-IR

Charlotte, NC 28262

For correspondence without checks:

For all other communications (e.g., requests for withdrawals or required notices) sent by regular mail:

Retirement Service Solutions

P.O. Box 1016

Charlotte, NC 28201

For all other communications (e.g., requests for withdrawals or required notices) sent by express delivery:

Retirement Service Solutions

8501 IBM Dr, Ste 150-IR

Charlotte, NC 28262

Your correspondence will be picked up at the mailing address noted above and delivered to our processing office. Your correspondence, however, is not considered received by us until it is received at our processing office. Where this Prospectus refers to the day when we receive a contribution, request, election, notice or any other transaction request from you, we mean the day on which that item (or the last thing necessary for us to process that item) arrives in complete and proper form at our processing office or via the appropriate telephone or fax number if the item is a type we accept by those means. There are two main exceptions: if the item arrives (1) on a day that is not a business day or (2) after the close of a business day, then, in each case, we are deemed to have received that item on the next business day. Our processing office is: 8501 IBM Dr, Ste 150-IR, Charlotte, NC 28262.

Customer service representatives:

You may also use our toll-free number

(1-800-789-7771)

to speak with one of our customer service representatives. Our customer service representatives are available on the following business days:

•

Monday through Thursday from 8:30 a.m. until 7:00 p.m., Eastern time.

•

Friday from 8:30 a.m. until 5:30 p.m., Eastern time.

Reports we provide:

•

Statement of your contract values at the close of each calendar year and any calendar quarter in which there was a financial transaction; and

•

Written confirmation of financial transactions.

You should send all contributions, required notices, and requests to exercise any of your rights or privileges to our Processing Office at the address above.

We generally have specific forms that we recommend you use for the following types of requests:

(1)	beneficiary changes;

(2)	withdrawal requests; and

(3)	contract surrender.

In addition, we have available a form for address changes, which can also be completed online. You must sign and date all these requests. Any written request that is not on one of our forms must include your name and your contract number along with adequate details about the notice you wish to give or the action you wish us to take.

Signatures:

The proper person to sign forms, notices and requests is normally the owner. If there are joint owners, both must sign.

For jointly owned contracts (if applicable), we provide reports to the primary joint owner’s address on file.

1. Principal risks of investing in the contract

The risks identified below are the principal risks of investing in the contract.

Risks associated with the fixed maturity options

An allocation to a fixed maturity option has various risks associated with it.

Please be aware that a market value adjustment could result in a significant loss of principal and previously credited interest. In certain extreme circumstances, it is theoretically possible to lose 100% of your investment. Specifically:

•

Withdrawals, surrender of your contract, when we make deductions for withdrawal charges, or payment of a death benefit from a fixed maturity option before it matures, we will make a market value adjustment. The market value adjustment may be negative.

•

If there is a market value adjustment and interest rates have increased from the time that you originally allocated to a fixed maturity option to the time that you take the withdrawal (including surrender or termination of your contract, when we make deductions for withdrawal charges, or the payment of a death benefit), the market value adjustment will be negative and will reduce your value in the fixed maturity option. This means your annuity payment could be significantly reduced, perhaps by more than amount of the withdrawal and your period certain could be shortened as well.

•

The amount of the market value adjustment, either up or down, will be greater the longer the time remaining until the fixed maturity option’s maturity date.

•

Therefore, it is possible that a negative market value adjustment could greatly reduce your value in the fixed maturity options, particularly in fixed maturity options with later maturity dates. Under extreme circumstances, you could lose up to 100% of your investment in a fixed maturity option if you take a withdrawal prior to maturity.

Risks associated with taking an early withdrawal

The contract is not a short-term investment and is not appropriate for an investor who needs ready access to cash because the contract is designed to provide for the accumulation of retirement savings and income on a long-term basis. As such, you should not use the contract as a short-term investment or savings vehicle and you should consider whether investing in the contract is consistent with the purpose for which the investment is being considered.

Withdrawals may be subject to withdrawal charges, negative market value adjustments (see “Risks associated with the fixed maturity options”), loss of interest and the possibility of adverse tax consequences.

Withdrawals and any associated withdrawal charges and market value adjustments could significantly reduce the death benefit and annuity payments, perhaps by more than the amount of the withdrawal, as well as shorten length of the payment period.

Death benefit risk

The death benefit is only available under the non-life contingent option. The death benefit is also limited to non-GMIB Income Manager contracts. No death benefit is available under the life contingent option or with GMIB Income Manager Contracts.

Insurance company risk

No company other than us has any legal responsibility to pay amounts that we owe under the contract including income payments and amounts allocated to the fixed maturity options. The general obligations and any guaranteed benefits under the contract are supported by our general account and are subject to our claims paying ability. You should look solely to our financial strength for our claims-paying ability.

Possible adverse tax consequences

The tax considerations associated with the contract vary and can be complicated. We cannot provide detailed information on all tax aspects of the contracts. Moreover, the tax aspects that apply to a particular person’s contract may vary depending on the facts applicable to that person. Tax rules may change without notice. We cannot predict whether, when, or how these rules could change. Any change could affect contracts purchased before the change. Congress may also consider further proposals to comprehensively reform or overhaul the United States tax and retirement systems, which if enacted, could affect the tax benefits of a contract. We cannot predict what, if any, legislation will actually be proposed or enacted. Before making contributions to your contract or taking other action related to your contract, you should consult with a tax professional to determine the tax implications of an investment in, and payments received under, the contract.

Contract changes risk

We may change the features of the fixed maturity options, offer new fixed maturity options, and terminate existing fixed maturity options. We may also change minimum and maximum contribution requirements and limitations, and discontinue acceptance of contributions.

Availability by financial intermediary

Some financial intermediaries (e.g., selling broker-dealer firms) may not offer and/or may limit the offering of certain investment options, contract benefits, and other contract features based on issue age or other criteria established by the selling broker-dealer. For example, your financial professional may not recommend a particular investment option or contract benefit to you that is described in this Prospectus. Before you purchase the contract, you should discuss with your financial professional any limitations, restrictions, or other variations related to the investment options, contract benefits or other contract features available to you through your financial professional. If a particular feature that interests you is not recommended through your broker-dealer, you may want to contact us to explore its availability.

Business disruption, cybersecurity, and artificial intelligence (“AI”) technologies risks

We rely heavily on technology, including interconnected computer systems and data storage networks and digital communications, to conduct our variable product business. Because our variable product business is highly dependent upon the effective operation of our computer systems and those of our service providers and other business partners, our business is vulnerable to disruptions from utility outages, and susceptible to operational and information security risks resulting from information systems failure (e.g., hardware and software malfunctions), and cyberattacks. Cyber-attacks may be systemic (e.g., affecting the internet, cloud services, or other infrastructure) or targeted (e.g., failures in or breach of our systems or those of third parties on whom we rely, including ransomware and malware attacks). Cybersecurity risks include, among other things, the loss, theft, misuse, corruption and destruction of data maintained online or digitally, interference with or denial of service, attacks on our websites (or the websites of third parties on whom we rely), other operational disruption and unauthorized release, use or abuse of confidential customer information. The risk of cyber-attacks may be higher during periods of geopolitical turmoil. Due to the increasing sophistication of cyber-attacks, a cybersecurity breach could occur and persist for an extended period of time without detection. Systems failures and cyberattacks, as well as, any other catastrophic event, including natural and manmade disasters, public health emergencies, pandemic diseases, terrorist attacks, floods or severe storms affecting us, any third-party administrator, the underlying funds, intermediaries and other affiliated or third-party service providers may adversely affect us, our business operations and your account value and interfere with our ability to process contract transactions and calculate account values. Systems failures and cyberattacks may also interfere with our processing of contract transactions, including the processing of orders from our website or with the underlying funds, impact our ability to calculate account values and unit values and/or the underlying funds to be unable to calculate share values, cause the release or

possible destruction of confidential customer and/or business information, impede order processing or cause other operational issues, subject us and/or our service providers and intermediaries to regulatory fines, litigation and financial losses and/or cause reputational damage. Cybersecurity risks may also impact the issuers of securities in which the underlying funds invest, which may cause the underlying funds to lose value. The preventative actions we take to reduce the frequency and severity of cybersecurity incidents and protect our computer systems may be insufficient to prevent a cybersecurity breach from impacting our operations or your contract value. There can be no assurance that we or the underlying funds or our service providers and intermediaries will be able to avoid cybersecurity breaches affecting your contract.

The development and deployment of AI tools and technologies, including generative AI, and its use and anticipated use by us or by third parties on whom we rely, may increase our existing operational risks or create new operational risks that we are not currently anticipating. AI and generative AI may be misused by us or by third parties upon which we rely, and that risk is increased by the relative newness of the technology, the speed at which it is being adopted, and the uncertain and evolving policy and regulatory landscape governing its use. Such misuse could expose us to legal or regulatory risk. Because the generative AI technology is so new, many of the potential risks of generative AI are currently unknowable.

In addition, we are also exposed to risks related to natural and

man-made

disasters, including, but not limited to, storms, fires, floods, earthquakes, public health crises, malicious acts, and terrorist acts, or any other event, which could adversely affect our ability to conduct business. A natural or

man-made

disaster, including a pandemic such as

COVID-19,

could result in our workforce, and/or employees of service providers and/or third-party administrators, being compromised and unable or unwilling to fully perform their responsibilities, which could likewise result in interruptions in our service. This could interfere with our processing of contract transactions, including processing orders from owners and orders with the underlying funds, impact our ability to calculate contract value, or have other adverse impacts on our operations. These events may also negatively affect the our service providers and intermediaries, the underlying funds and issuers of securities in which the underlying funds invest, which may cause the funds underlying your contract to lose value. There can be no assurance that we or the underlying funds or our service providers and intermediaries will be able to avoid negative impacts associated with natural and

man-made

disasters.

Purchasing the contract and contract features

How you can purchase and contribute to your contract

•

For GMIB Income Manager

contracts, you can only purchase a contract by exercising your GMIB benefit in accordance with your Accumulator

series contract, even if the Accumulator

account value is less than $10,000; no additional contributions are permitted.

•

For all other contracts, you may purchase your contract by making payments to us we call “contributions.” We can refuse to accept any application or contribution from you at any time, including after you purchase the contract. We require a contribution of at least $10,000 for you to purchase a contract. Under life annuity with a period certain contracts, you may currently make additional contributions subject to the limitations as described under “Additional contributions”.

Upon advance notice to you, we may exercise certain rights we have under the contract regarding contributions, including our rights to (i) change minimum and maximum contribution requirements and limitations, and (ii) discontinue acceptance of contributions.

We reserve the right to change our current limitations on your contributions and to discontinue acceptance of contributions.

Source of contributions (not applicable to GMIB Income Manager

contract)

NQ contracts.

We will accept only contributions made with

after-tax

money. You may make your contributions by check or by transfer of your entire contract value in an intended

tax-free

exchange under Section 1035 of the Internal Revenue Code.

Traditional IRA contracts.

Contributions may be made from:

•

Eligible rollover distributions from 403(b) plans, qualified plans, and governmental employer 457(b) or “EDC” plans.

•

Rollovers from another traditional individual retirement arrangement.

•

Direct

custodian-to-custodian

transfers from another traditional individual retirement arrangement.

See “Tax information” for a more detailed discussion of sources of contributions and contribution limitations. Please review your contract for information on contribution limitations. We currently do not accept any contribution if: (i) the aggregate contributions under one or more Income Manager

series contracts with the same owner or annuitant would then total more than $1,500,000 ($500,000 for the same owner or annuitant who is age 81 and older at contract issue); or (ii) the aggregate contributions under all our annuity payout contracts with the same owner or annuitant would then total more than $2,500,000. We may waive these

and other contribution limitations based on certain criteria that we determine, including elected benefits, issue age, aggregate contributions, variable investment option allocations and selling broker-dealer compensation.

For information on when contributions are credited see “Dates and prices at which contract events occur”.

Owner and annuitant requirements

NQ contracts.

The annuitant can be different from the contract owner. A joint owner may also be named provided each owner is of legal age. Only natural persons can be joint owners. This means that an entity such as a corporation or a trust cannot be a joint owner.

Owners which are not individuals may be required to document their status to avoid 30% FATCA withholding from U.S.-source income.

The “annuitant” is the person who is the measuring life for determining contract benefits. The annuitant is not necessarily the contract owner.

For Income Manager

contracts only, where payments have not started; if you are not the annuitant and you have not named a specific successor owner, the beneficiary will become the successor owner upon your death.

For GMIB Income Manager

contracts only, the owner and annuitant must be the same as under your Accumulator

series contract.

IRA contracts.

The owner and the annuitant must be the same person. Joint owners are not permitted. Your spouse may be named as joint annuitant. In some cases, an IRA contract may be held in a custodial individual retirement account for the benefit of the individual annuitant.

What are your investments under the contract?

Fixed maturity options

To provide your income payments during the period certain, we allocate your contributions to fixed maturity options that mature in consecutive date order. When we allocate your contributions to the fixed maturity options they become part of a non-unitized separate account. They accumulate interest daily at a rate to maturity for each fixed maturity option. The total amount allocated to and accumulated in each fixed maturity option is called the “fixed maturity amount.”

The term of the fixed maturity options range from one to fifteen years.

Information regarding the features of each currently offered fixed maturity option and the separate account, including (i)

its name, (ii) its term, and (iii) its minimum guaranteed interest rate, is available in an appendix to the Prospectus. See Appendix: Investment options available under the contract.

The rate to maturity you will receive for each fixed maturity amount is the interest rate in effect for new contributions allocated to that fixed maturity option on the date we apply your contribution.

We have no specific formula for establishing the rates to maturity for the fixed maturity options. We expect the rates to be influenced by, but not necessarily correspond to, among other things, the yields that we can expect to realize on the separate account’s investments from time to time. The rate for a fixed maturity option will not be less than 3%.

Any withdrawals, surrender of your contract, when we make deductions for withdrawal charges, or payment of a death benefit from a fixed maturity option before the maturity date, we will make a market value adjustment that may increase or decrease any fixed maturity amount you have left in that fixed maturity option. An investor could lose a significant amount of money due to the market value adjustment if amounts are removed from a fixed maturity option prior to the end of its term. We will discuss market value adjustment in greater detail under “Charges and adjustments”.

On the maturity date of each of your fixed maturity options, your fixed maturity amount (assuming you have not made any withdrawals) will equal amounts originally allocated to each fixed maturity option plus interest, at the rate to maturity for that contribution, to the date of calculation and it will be paid out as annuity payments. This is the fixed maturity option’s “maturity value.” Before maturity, the current value we will report for your fixed maturity amount will reflect a market value adjustment. It will reflect the market value adjustment that we would make if you were to withdraw all of your fixed maturity amount on the date of the report. We call this your “market adjusted amount.” If only a portion of the fixed maturity amount is withdrawn then we would apply a portion of the market value adjustment to the fixed maturity amount remaining in the fixed maturity option.

Rates to maturity and price per $100 of maturity value.

We can determine the amount required to be allocated to each fixed maturity option in order to produce specified maturity values. For example, we can tell you how much you need to allocate per $100 of maturity value.

Guaranteed rates to maturity for new allocations as of February 17, 2026 and the related price per $100 of maturity value were as follows:


Fixed Maturity Options with February 15th Maturity Date of Maturity Year	Rate to Maturity as of February 17, 2026	Price Per $100 of Maturity Value
2027	3.05%	$97.06
2028	3.05%	$94.18
2029	3.05%	$91.39
2030	3.05%	$88.68
2031	3.05%	$86.06


Fixed Maturity Options with February 15th Maturity Date of Maturity Year	Rate to Maturity as of February 17, 2026	Price Per $100 of Maturity Value
2032	3.05%	$83.51
2033	3.05%	$81.03
2034	3.05%	$78.64
2035	3.05%	$76.31
2036	3.05%	$74.05
2037	3.05%	$71.85
2038	3.05%	$69.72
2039	3.05%	$67.66
2040	3.05%	$65.66
2041	3.05%	$63.71

Separate account for the fixed maturity options

Amounts allocated to the fixed maturity options are held in a “non-unitized” separate account we have established under the New York Insurance Law. This separate account provides an additional measure of assurance that we will make full payment of amounts due under the fixed maturity options. We provide additional information about this separate account under “More information”.

Off maturity date payments.

Generally, your payments will be made on February 15th as each fixed maturity option matures. You may instead choose to have your payments made in a month other than February. We refer to payments we make annually in any month other than February as well as monthly or quarterly payments, as payments made “off maturity dates.” If you choose to have your payments made off maturity dates, we will be required to begin making your payments before the maturity date of a fixed maturity option. In planning for these payments we will allocate a portion of your initial contribution to the separate account, but not to the fixed maturity options contained in the separate account. We will credit these amounts with interest at rates that will not be less than 3%.

After that, as each fixed maturity option expires we will transfer your maturity value from the expired fixed maturity option and hold the maturity value in the separate account. We will credit interest to these amounts at the same rate as the rate to maturity that was credited in the expired fixed maturity option. These amounts will then be used to provide for payments off maturity dates during the period certain.

Whether you choose monthly, quarterly, or annual payments, your payments will be made on the 15th day of the month.

We will not make a market value adjustment to the amounts held in the separate account to provide for payments off maturity dates.

What are your contract choices?

We offer two versions of the Income Manager

payout annuity contracts from which you may choose to receive your

retirement income , a “life annuity with a period certain” and a “period certain” annuity. For GMIB Income Manager

contracts, a period certain annuity is not available. We discuss both versions below.

Annuity payments can generally begin immediately and generally not later than 72 months after purchasing the contract. Annuity payments may be monthly, quarterly, or annually. In general, the total annual payout will be lower for more frequent payouts (such as monthly) because of the increased administrative expenses associated with more frequent payouts. Also, in general, the longer the period over which we expect to make payments, the lower will be your payment each year.

Life annuity with a period certain contract

This payout annuity contract provides you with guaranteed payments during the period certain. When the period certain ends you will continue to receive payments for as long as an annuitant is living. Payments based solely on the life of one annuitant are called “single life” payments. You may also elect to receive “joint and survivor” payments that are based on the lives of an annuitant and a joint annuitant. These payments will continue as long as one of the annuitants is living. Payments during the period certain are designed to pay out your entire account value by the end of the period certain. Only a portion of the contributions you make to the contract are allocated to the fixed maturity options (or to the separate account if we need to make off maturity date payments to you) the remaining contributions are allocated to the life contingent annuity and are not part of your account value.

For GMIB Income Manager

contracts, if the annuitant’s age at issue is 90 and there is no joint annuitant younger than age 90, a period certain is not available. Instead, you will receive payments for the life of the annuitant, only.

“Single life” payments are made to you as long as the annuitant is living. “Joint and survivor” payments continue as long as either annuitant is living. For IRA contracts, if you are married, the joint annuitant must be your spouse.

For annuitant ages at which the contracts are available see the chart under “Your period certain”.

Additional contributions

If the annuitant is age 78 or younger, you may make additional contributions of at least $1,000 at any time up until 15 days before your payments actually begin. However, if the annuitant is over age 78 you cannot make additional contributions after the first contract year.

Under IRA contracts we will accept additional contributions that are “regular” contributions, rollover contributions or direct transfers. If you make a direct transfer or rollover contribution after lifetime required minimum distributions must start you must have taken the required minimum distribution for the year before the contribution is applied to the contract. See “Tax information”.

If you are using the proceeds from another type of contract issued by us to purchase the contract, including a GMIB

Income Manager

contract, you will not be permitted to make additional contributions.

How we allocate your contributions

We determine the allocation of your contributions based on a number of factors. They are:

•

the amount of your contribution;

•

the form of payments;

•

the age and sex of the annuitant (and the age and sex of the joint annuitant, if joint and survivor annuity payments are elected);

•

the frequency of payments; and

•

the period certain.

We then allocate your initial contribution among the fixed maturity options, the separate account if we need to make payments to you off maturity dates, and the “life contingent annuity.” We will allocate your additional contributions in the same manner. Additional contributions will increase the level of all future payments. You may not change this allocation.

The life contingent annuity continues the payments after the period certain ends.

Payments

NQ contracts.

If you are age 45 (35 for GMIB Income Manager

contracts) or older, you may elect to receive level payments. You will receive level payments during the period certain and under the life contingent annuity. However, if you are younger than age 59

⁄

, there are tax issues that you should consider before you purchase a contract. If you are age 53

⁄

or older you may instead elect to receive payments that increase. However, your payments may not start before you are age 59

⁄

. Such payments will increase by 10% every three years during the period certain on each third anniversary of the date annuity payments begin. Deferral of payments is not available for GMIB Income Manager

contracts.

If you are using the proceeds from an Accumulator

series contract issued in May 1997 or later to purchase an NQ GMIB Income Manager

contract, only level payments are available.

After the end of the period certain, we will continue your payments under the life contingent annuity while the annuitant or joint annuitant is living. Payments continue throughout the annuitant’s lifetime (or the lifetime of the joint annuitant, if joint and survivor payments are elected) on the same payment schedule (either monthly, quarterly, or annually) as the payments you received during the period certain.

The portion of your contribution allocated to the life contingent annuity does not have a cash value or an account value and, therefore, does not provide for withdrawals or surrender.

There is no death benefit provided under the life contingent annuity and payments are made to you only if the annuitant (or joint annuitant) is living when the payments are scheduled to begin. These payments are only made during the annuitant’s lifetime and, if applicable, the lifetime of a joint annuitant. Therefore, you should consider the possibility that no payments will be made to you under the life contingent annuity if the annuitant (or joint annuitant) does not survive to the date payments are to begin.

You may elect single life or joint and survivor payments. Joint and survivor payments are available on a 100%,

one-half

two-thirds

to survivor basis. If you elect increasing payments under NQ contracts, your first payment under the life contingent annuity will be 10% greater than the final payment under the period certain. After the period certain we will increase your payments annually on each anniversary of the payment start date under the life contingent annuity. We will base this increase on the annual increase in the Consumer Price Index, but it will never be greater than 3% per year.

IRA and Roth IRA GMIB contracts.

Generally, only level payments are available under IRA contracts. You will receive level payments during the period certain and under the life contingent annuity. If you are using the proceeds from an Accumulator

series contract issued prior to May 1997 to purchase a GMIB Income Manager

contract (traditional or Roth IRA), both increasing and level payments are currently available, however, increasing payments may not comply with current treasury regulations. See “Required minimum distributions” under “Individual retirement arrangements” in “Tax information.” Please consult your tax adviser. If you elect increasing payments, during the period certain, payments are designed to increase by 10% every three years on each third anniversary of the payment start date. After the end of the period certain, your first payment under the life contingent annuity will be 10% greater than the final payment made under the period certain. Thereafter, payments will increase annually on each anniversary of the payment start date under the life contingent annuity based on the annual increase, if any, in the Consumer Price Index, but in no event greater than 3% per year. For traditional IRA contracts, if at any time your payment would be less than the minimum amount required to be distributed under required minimum distribution rules, we will notify you of the difference. You will have the option to have an additional amount withdrawn from your contract. An adjustment will be made to future scheduled payments. Or, you may take the amount from other traditional IRA funds you may have.

Mode (frequency) of payment

Under Income Manager

and GMIB Income Manager

contracts you may choose to receive payments monthly, quarterly or annually. Whether you choose monthly, quarterly or annual payments, you will usually begin receiving payments one payment period from the contract date, unless you elect to defer payments for up to 72 months or you elect otherwise as described under “Off maturity date payments”. Your payments will always be made on the 15th day of the month. For instance, if you choose annual payments, we make your first

payment one year from the issue date of the Income Manager

contract. If you are at least age 59

⁄

you may elect to defer the date your payments will start. Generally, you may defer payments for a period of up to 72 months. This is called the deferral period. Deferral of the payment start date permits you to lock in rates at a time when you may consider current rates to be high, while permitting you to delay receiving payments if you have no immediate need to receive income under your contract. Deferral is not available under GMIB Income Manager

contracts or when the owner and annuitant are different under Income Manager

contracts, respectively.

The deferral period together with the period certain may be referred to as a “liquidity period.” Unlike traditional life annuities that provide periodic payments, you will be able to make withdrawals before the end of the period certain. You may also choose to surrender your contract for its cash value while keeping the life contingent annuity in effect. Withdrawals and surrenders will be subject to a market value adjustment that may be negative and may significantly reduce the values under your contract.

Before you decide to defer payments, you should consider the fact that the amount of income you purchase is based on the rates to maturity in effect on the date we allocate your contribution. Therefore, if rates rise during the deferral period, your payments may be less than they would have been if you had purchased a contract at a later date. Deferral of the payment start date is not available if the annuitant is older than age 80. Under IRA contracts, if your deferred payment start date is after your lifetime required minimum distributions must start, you should consider the effect that deferral may have on your required minimum distributions.

Your period certain

Level payments for NQ and IRA Income Manager

contracts.

Under level payments, you may select a period certain of not less than 7 years nor more than 15 years. The maximum period certain available based on the age of the annuitant when your Income Manager

contract is issued is as follows:


NQ contracts
Annuitant’s age at issue (1)		Maximum period certain
45 through 70		15 years
71 through 75		85 less age at issue
76 through 80		10 years
81 through 83		90 less age at issue


IRA contracts
Annuitant’s age at issue (1)		Maximum period certain
45 through 70		15 years
71 through 78		85 less age at issue
79 through 83		7 years

Level payments for NQ GMIB, IRA GMIB and Roth IRA GMIB Income Manager

contracts.

Under level payments for these contracts, you may select a period certain of not less than 7 years nor more than 10 years. The maximum period certain available based on the age of the annuitant when your GMIB

Income Manager

contract is issued is shown in the tables below. However, if the annuitant’s age at issue is age 84 or older, the only period certain available is defined in the chart below.


NQ GMIB Income Manager ® contracts
Contracts purchased in connection with the proceeds from a pre-May 1997 Accumulator ® series contract
Annuitant’s age at issue (1)		Maximum period certain
60 through 80		10 years
81 through 83		90 less issue age


Contracts purchased in connection with the proceeds from a May 1997-pre-May 1999 Accumulator ® series contract
Annuitant’s age at issue (1)		Maximum period certain
35 through 80		10 years
81 through 90		90 less issue age


Contracts purchased in connection with the proceeds from a May 1999-pre-March 2000 Accumulator ® series contract
Annuitant’s age at issue (1)		Maximum period certain
35 through 80		10 years
81 through 83		90 less issue age


Contracts purchased in connection with the proceeds from a March 2000 and later contract
Annuitant’s age at issue (1)		Maximum period certain
35 through 80		10 years
81 through 85		90 less issue age


IRA and Roth IRA GMIB Income Manager ® contracts
Contracts purchased in connection with the proceeds from a pre-May 1997 Accumulator ® series contract
Annuitant’s age at issue (1)		Maximum period certain
60 through 75		10 years
76 through 78		85 less issue age
79 through 83		7 years


Contracts purchased in connection with the proceeds from a May 1997-pre-May 1999 Accumulator ® series contract
Annuitant’s age at issue (1)		Maximum period certain
35 through 75		10 years
76 through 77		85 less issue age
78 through 83		7 years
84 through 90		90 less issue age


Contracts purchased in connection with the proceeds from a post May 1999-March 2000 or later Accumulator ® series contract
Annuitant’s age at issue (1)		Maximum period certain
35 through 75		10 years
76 through 77		85 less issue age
78 through 83		7 years


Contracts purchased in connection with the proceeds from a March 2000 and later Accumulator ® series contract
Annuitant’s age at issue (1)		Maximum period certain
35 through 75		10 years
76 through 77		85 less issue age
78 through 83		7 years
84 through 85		90 less issue age

(1)	For joint and survivor payments, the period certain is based on the age of the younger annuitant.

The minimum and maximum period certain will be reduced by each year you defer the date your payments will start. Deferral is not available under GMIB Income Manager

contracts.

Increasing payments.

Under NQ contracts (other than NQ GMIB Income Manager

contracts, where increasing payments are generally not available) if you elect increasing payments, you do not have a choice as to the period certain. Based on the age of the annuitant when your contract is issued, your period certain will be as follows:


Annuitant’s age at issue (1)		Period certain
53 1 ⁄ 2 through 70		15 years
71 through 75		12 years
76 through 80		9 years
81 through 83		6 years

If you elect increasing payments and defer the date payments will start, your period certain will be as follows:


	Period certain based on deferral period
Annuitant’s age at issue (1)	1-36 months	37-60 months	61-72 months
59 1 ⁄ 2 through 70	12 years	9 years	9 years
71 through 75	9 years	9 years	n/a
76 through 80	6 years	6 years	n/a
81 through 83	n/a	n/a	n/a

For GMIB Income Manager

contracts (NQ, IRA and Roth IRA) issued with the proceeds from a

pre-May

1997 Accumulator

series contract, increasing payments are currently available, as follows:


Annuitant’s age at issue (1)		Maximum period certain
60 through 70		15 years
71 through 75		12 years
76 through 80		9 years
81 through 83		6 years

For all other IRA, Roth IRA and GMIB Income Manager

contracts, increasing payments are not available.

The annuitant ages at issue in the above table are also the annuitant ages for which the contracts are available. Different ages may apply if you purchase a contract by exercising a benefit under another type of contract that we issue.

(1)	For joint and survivor payments, the period certain is based on the age of the younger annuitant.

Purchase restrictions for joint and survivor annuity payments

If you elect payments on a joint and survivor basis;

•

the joint annuitant must also be the beneficiary under the contract. Under IRA contracts, the joint annuitant must be your spouse;

•

neither the annuitant nor the joint annuitant can be younger than age 45 (age 35 for GMIB Income Manager

), or over age 83 unless it is a GMIB Income

Manager

contract, as described above then neither can be over the maximum age at issue shown; and

•

under level payments the joint and 100% to survivor form is only available for the longest period certain we permit.

Example of payments

We provide the chart below to illustrate level payments under the contract using the following assumptions:

(1)	a male age 70 (who is both the contract owner and the annuitant);

(2)	single life annuity payments;

(3)	a contribution of $100,000;

(4)	no additional contributions; and

(5)	a period certain of 15 years.

If you had a contract date of February 17, 2026, based on rates to maturity on that date, an election of either monthly, quarterly, or annual payments with payments starting one payment period from the contract date, the following level payments would be provided:


Payment Period	Monthly	Quarterly	Annual
Start date	3/15/26	5/15/26	2/15/27
Payment	$504.10	$1,519.48	$6,208.60

Withdrawals

After the first contract year and before the end of the period certain, you may take withdrawals from your account value. You may take one withdrawal per contract year at any time during the contract year. The minimum amount you may withdraw at any time is $1,000. If you request to withdraw more than 90% of your current “cash value” we will treat it as a request to surrender your contract for its cash value. See “Surrendering your contract to receive its cash value”.

Your account value is the sum of your market adjusted amounts in each fixed maturity option plus your amounts held in the separate account to provide for payments off maturity dates. Your cash value is equal to your account value minus any withdrawal charge. If the life contingent annuity is already in effect, you may not make any withdrawals.

Withdrawals in excess of a 10% free withdrawal amount may be subject to a withdrawal charge. There is no free withdrawal amount if your contract is surrendered for its cash value. For GMIB Income Manager

contracts, withdrawal charges do not apply, and, therefore, the free withdrawal amount is not applicable. Amounts withdrawn from a fixed maturity option before its maturity date will result in a market value adjustment which may be negative and which may significantly reduce the fixed maturity amount and therefore your annuity payment and may shorten the length of the period certain.

Allocation of withdrawals

We will subtract your withdrawal pro rata from all remaining fixed maturity options to which your account value is allo-

cated as well as from amounts held in the separate account to provide for payments off maturity dates. As a result we will reduce the amount of your payments and the length of your period certain. We will also begin making payments to you under the life contingent annuity at an earlier date. In order to achieve this result we will withdraw additional amounts over the amount of the withdrawal you requested and this additional amount will also be subject to a withdrawal charge and market value adjustment. We will withdraw these amounts from the fixed maturity options and from amounts held in the separate account to provide for payments off maturity dates and allocate them to the life contingent annuity. The exact additional amount we withdraw will depend on how much is necessary to assure that the same pattern of payments will continue in reduced amounts for the annuitant’s life, and if it applies, the life of the joint annuitant. If you have elected increasing payments, the first increase in your payments will take place no later than the date of the next planned increase.

Example

The example below illustrates the effect of a withdrawal based on:

(1)	a single contribution of $100,000 made on February 17, 2026;

(2)	level annual payments of $5,537.76 to be made on February 15th of each year;

(3)	joint and two-thirds to survivor payments for a male and female, both age 70;

(4)	a period certain of 15 years; and

(5)	a withdrawal made at the beginning of the fourth contract year of 25% of an account value of $54,799.16 when the annuitants are age 73.

The requested withdrawal amount would be $13,699.79 ($54,799.16 x .25). In this case, $5,479.92 ($54,799.16 x .10) would be the free withdrawal amount and could be withdrawn free of a withdrawal charge. The balance of $8,219.87 ($13,699.79 - $5,479.92) would be considered a withdrawal of a part of the contribution of $100,000. This contribution would be subject to a 4.0% withdrawal charge of $328.79 ($8,219.87 x .04). The account value after the withdrawal is $40,770.58 ($54,799.16 - $13,699.79 - $328.79). The payments would be reduced to $5,208.03 and the remaining period certain would be reduced to 3 years from 12. This example assumes that no additional withdrawal is necessary to maintain the same pattern of income payments following the withdrawal. This example also does not show the impact of a market value adjustment (either positive or negative). If there was a negative market value adjustment, the account value would be lower, the annuity payments would be lower, and the remaining period certain would be reduced further. For example, if there was also a negative $5,000 market value adjustment, the annuity payments would be further reduced to $5,193.20 and the remaining period certain would be further reduced to 2 years. For a more detailed example of the impact of a withdrawal and its associated withdrawal charge and market value adjustment,

including the impact on the account value, annuity payment amount, and remaining period certain, see “Calculation Example” in the SAI.

Surrendering your life annuity with period certain contract

You may surrender your contract for its cash value at any time during the period certain and receive lifetime payments after that under the life contingent annuity. Your cash value reflects withdrawal charges and any positive or negative market value adjustment in the fixed maturity option and a negative market value adjustment could significantly reduce the amount received on surrender and future annuity payments. Once your contract is surrendered, the date your payments are to start under the life contingent annuity will be moved forward to the date when you were supposed to receive the next payment under the period certain. However, your payments will be made in reduced amounts. Once your contract is surrendered, we will return it to you with a notation that the life contingent annuity is still in effect. You may not surrender the life contingent annuity.

Period certain contract (not available if you are purchasing a GMIB Income Manager

contract)

You may purchase the period certain contract if you are age 59

⁄

or older. The annuitant must be at least age 59

⁄

, but not older than age 78. The contract provides you with level guaranteed payments for a period certain that you select. The minimum period certain you may select is 7 years and the maximum period certain is 15 years. If the annuitant is over age 70 when the contract is issued, the maximum period certain you may select is 85 less the annuitant’s age when the contract is issued.

Additional contributions

Additional contributions are not permitted under the contract.

How we allocate your contributions

Based on the amount of your single contribution and the period certain you select, we allocate your contribution among the fixed maturity options and, if necessary, to the separate account to provide for payments off maturity dates. You may not change this allocation. See “More information” for an example of payments.

Payments

Whether you choose monthly, quarterly or annual payments, your payments normally will start one payment period from the contract date unless you elect to defer payments for up to 72 months or elect otherwise as described under “Off maturity date payments”. Your payments will always be made on the 15th day of the month.

The period certain may also be referred to as the “liquidity period” because you have access to your money through withdrawals or surrender of your contract.

Withdrawals

After the first contract year you may take withdrawals from your account value. You may take one withdrawal per contract year at any time during the contract year. The minimum

amount you may withdraw at any time is $2,000 or 25% of your current cash value if it produces a larger amount. If you request to withdraw more than 90% of your current cash value we will treat it as a request for surrender of the contract for its cash value. See “Surrendering your contract to receive its cash value”. Any amounts withdrawn from a fixed maturity option, before its maturity date, will result in a market value adjustment which may be negative and which may significantly reduce the fixed maturity amount and therefore your annuity payments and may shorten the length of the period certain. See “Market value adjustments” in “Charges and adjustments” in the Prospectus. Withdrawals made during the first seven contract years may be subject to a withdrawal charge. There is no free withdrawal amount under the period certain contracts.

Allocation of withdrawals

We will subtract your withdrawals pro rata from all remaining fixed maturity options to which your account value is allocated as well as from amounts held in the separate account to provide for payments off maturity dates. As a result, your payments will continue in reduced level amounts over the remaining term of the period certain.

Other features of the contracts

How you can make your contributions

Except as noted below, contributions must be by check drawn on a U.S. bank in U.S. dollars, and made payable to the Company (for subsequent contributions please write your contract number on the check). All checks are subject to our ability to collect the funds. We reserve the right to reject a payment if it is received in an unacceptable form. For GMIB Income Manager

contracts, you can only purchase a contract by exercising your GMIB benefit in accordance with your Accumulator

series contract, even if the Accumulator

account value is less than $10,000; no additional contributions are permitted.

For your convenience, we will accept initial and additional contributions, if applicable, by wire transmittal from certain broker-dealers who have agreements with us for this purpose. These methods of payment are discussed in detail under “More information”.

Your initial contribution must generally be accompanied by an application and any other form we need to process the payments. If any information is missing or unclear, we will try to obtain that information. If we are unable to obtain all of the information we require within five business days, we will inform the financial professional submitting the application, on your behalf. We will then return the contribution to you unless you specifically direct us to keep your contribution until we receive the required information.

Generally our “business day” is any day on which the New York Stock Exchange is open for trading. A business day does not include any day we choose not to open due to emergency conditions. We may also close early due to emergency conditions. Our business day generally ends at 4:00 p.m., Eastern Time for the purposes of determining the date when contributions are applied and other transaction requests are processed.

Section 1035 exchanges

You may apply the entire value of an existing nonqualified deferred annuity contract (or life insurance or endowment contract) to purchase an Income Manager

NQ contract in a

tax-deferred

exchange if you follow certain procedures as shown in the form that we require you to use. Section 1035 exchanges are generally not available after the death of the individual who is the measuring life on the exchanged contract (owner or annuitant). Please note that the IRS may not apply

tax-free

treatment to partial 1035 exchanges. Also see “Tax information”.

Your right to cancel within a certain number of days

If for any reason you are not satisfied with your contract, you may return it to us for a refund. To exercise this cancellation

right you must mail the contract directly to our Processing Office within 10 days after you receive it. In some states, this “free look” period may be longer.

Generally, your refund will equal your account value under the contract. Your account value reflects any positive or negative market value adjustments in the fixed maturity options through the date we receive your contract and a negative market value adjustment could significantly reduce the amount refunded. Under the life annuity with a period certain your refund will also include any amount applied to the life contingent annuity. However, some states require that we refund the full amount of your contribution (not including any investment gain or loss). For IRA contracts returned to us within seven days after you receive it, we are required to refund the full amount of your contribution. When required by applicable law to return the full amount of your contribution, we will return the greater of your contribution or your contract’s cash value. Your cash value reflects withdrawal charges plus any positive or negative market value adjustment to the fixed maturity options through the date we receive your contract. A negative market value adjustment could significantly reduce the amount refunded.

If you cancel your GMIB Income Manager

contracts within the free look period, we will reinstate your Accumulator

series contract as of the date you exercised your GMIB. Upon reinstatement, the value applied to the GMIB Income Manager

contract plus any charges that were deducted will be returned to your Accumulator

series contract in accordance with the allocations that were in effect on said date.

If you cancel your contract during the free look period, we may require that you wait six months before you may apply for a contract with us again.

Please see “Tax information” for possible consequences of cancelling your contract.

State variations

For California residents, if you are age 60 or older at the time the contract is issued, you may return your contract within 30 days from the date that you receive it and receive a refund as described below.

Your refund will equal your contributions, less any payments you may have received under the Income Manager

payout annuity contract or, if greater, your account value, computed on the date we receive your Income Manager

payout annuity contract along with your request to cancel at our processing office.

The

30-day

cancellation and refund policy as described above applies to Income Manager

payout annuity contracts only. If you have a GMIB Income Manager

contract please

refer to its free look period and refund policy, as described above.

If you reside in the state of Florida, you may cancel your contract and return it to us within 21 days from the date that you receive it. You will receive an unconditional refund equal to the greater of the cash surrender value provided in the annuity contract, plus any fees or charges deducted from the contributions or imposed under the contract, or a refund of all contributions paid.

Please see “Tax information” for possible consequences of cancelling your contract.

Surrendering your contract to receive its cash value

You may surrender your contract to receive its cash value at any time during the period certain. Your cash value is equal to your account value minus any withdrawal charge. Your account value reflects any positive or negative market value adjustment in the fixed maturity option and a negative market value adjustment could significantly reduce the amount you receive on surrender. There is no free withdrawal amount if you surrender your contract. For GMIB Income Manager

contracts, there are no withdrawal charges, and, therefore, no free withdrawal amount applies.

For a surrender to be effective, we must receive your written request and your contract at our Processing Office. We will determine your cash value on the date we receive the required information. All benefits under your contract will terminate as of that date unless you have elected the life contingent annuity. See “Surrendering your life annuity with a period certain contract”.

When to expect payments

Generally, we will fulfill requests for payments within seven days of the transaction to which the request relates. We can defer payment of any portion of the account value (other than for death benefits) for up to six months while you are living. We also may defer payments for any reasonable amount of time (not to exceed 15 days) while we are waiting for a contribution check to clear.

Charges and adjustments

Withdrawal charges

A withdrawal charge applies in two circumstances: (1) if you make a withdrawal during a contract year and it exceeds any applicable free withdrawal amount, described below, or (2) if you surrender your contract to receive its cash value. For GMIB Income Manager

contracts, withdrawal charges do not apply.

The withdrawal charge equals a percentage of each contribution (or single contribution) withdrawn. The percentage that applies depends on how long each contribution has been invested in the contract. We determine the withdrawal charge separately for each contribution according to the following table:


	Contract Year
	1	2	3	4	5	6	7	8+

Percentage of Contribution	7.0%	6.0%	5.0%	4.0%	3.0%	2.0%	1.0%	0.0%

For purposes of calculating the withdrawal charge, we treat the contract year in which we receive a contribution as “contract year 1.” Amounts withdrawn up to the free withdrawal amount are not considered withdrawal of any contribution. We also treat contributions that have been invested the longest as being withdrawn first. We treat contributions as withdrawn before earnings for purposes of calculating the withdrawal charge. However, federal income tax rules treat earnings under your contract as withdrawn first. See “Tax information”. Please note: A withdrawal charge deducted from a fixed maturity option before the end of its term is subject to a market value adjustment which may be negative and may increase the amount deducted.

We deduct the withdrawal charge from your account value in proportion to the amount withdrawn from each fixed maturity option and any amounts held in the separate account to provide for payments off maturity dates. In order to give you the exact dollar amount of the withdrawal you request, we deduct the amount of the withdrawal and the amount of the withdrawal charge from your account value. In instances where a withdrawal charge applies, other than where you are surrendering your contract, we will deduct

The withdrawal charge does not apply to the 10% free withdrawal amount described below.

The 10% free withdrawal amount applies only to life annuity with a period certain contracts (not including GMIB Income Manager

contracts since there are no

withdrawal charges). It does not apply to your period certain contract or if you surrender your contract to receive its cash value.

Under life annuity with a period certain contracts, each contract year you can withdraw up to 10% of your account value without paying a withdrawal charge. This 10% free withdrawal amount is determined using your account value at the beginning of each contract year.

If you are age 65 or older at the time your contract is issued, the applicable withdrawal charge will not exceed 10% of the amount withdrawn.

Amounts applied from other contracts issued by the Company

Life annuity with a period certain contract.

If you own certain types of contracts that we issue, you may apply the entire account value under those contracts to purchase the life annuity with a period certain contract provided the issue age and payment restrictions for the new contract are met. Depending upon the provisions of your Accumulator

contract, the amount used to purchase the GMIB Income Manager

may be reduced by the remaining withdrawal charges on any Accumulator

series contract being surrendered. If the Accumulator

contract is a rollover TSA, we will also deduct the amount of any outstanding loan balance, including any accrued unpaid interest. If you apply your account value at a time when the dollar amount of the withdrawal charge under such other contract is greater than 2% of remaining contributions (after withdrawals), we reserve the right to waive the remaining withdrawal charge. However, a new withdrawal charge schedule will apply under the new contract. For purposes of the withdrawal charge schedule, the year in which your account value is applied under the life annuity with a period certain contract will be “contract year 1.” If you apply your account value when the dollar amount of the withdrawal charge is 2% or less, we reserve the right to waive the withdrawal charges under the new contract. You should consider the timing of your purchase as it relates to the potential for withdrawal charges under the life annuity with a period certain contract.

Period certain contract.

If you own certain types of contracts that we issue, you may apply your entire account value to purchase the period certain contract once any withdrawal charges are no longer in effect under the other contracts. No withdrawal charges will apply under the period certain contract.

To purchase any Income Manager

contract we require that you return your original contract to us. A new Income Manager

contract will be issued putting this annuity into effect.

Charges for state premium and other applicable taxes

We deduct a charge designed to approximate certain taxes that may be imposed upon us, such as premium taxes in your

state. We deduct the charge from your contributions. The current tax charge that might be imposed varies by jurisdiction and ranges from 0% to 3.5%. This deduction may not apply for certain GMIB Income Manager

contracts.

Group or sponsored arrangements

For certain group or sponsored arrangements, we may reduce the withdrawal charge or change the minimum initial contribution requirements. We also may increase the rates to maturity for the fixed maturity options and reduce purchase rates for the life contingent annuity. Group arrangements include those in which a trustee or an employer, for example, purchases contracts covering a group of individuals on a group basis. Sponsored arrangements include those in which an employer allows us to sell contracts to its employees or retirees on an individual basis. IRA contracts are not available for group arrangements.

Our costs for sales, administration, and mortality generally vary with the size and stability of the group or sponsoring organization, among other factors. We take all these factors into account when reducing charges. To qualify for reduced charges, a group or sponsored arrangement must meet certain requirements, such as requirements for size and number of years in existence. Group or sponsored arrangements that have been set up solely to buy contracts or that have been in existence less than six months will not qualify for reduced charges.

We will make these and any similar reductions according to our rules in effect when we approve a contract for issue. We may change these rules from time to time. Any variation in the withdrawal charge will reflect differences in costs or services and will not be unfairly discriminatory.

Group or sponsored arrangements may be governed by federal income tax rules, the Employee Retirement Income Security Act of 1974, or both. We make no representations with regard to the impact of these and other applicable laws on such programs. We recommend that employers, trustees, and others purchasing or making contracts available for purchase under such programs seek the advice of their own legal and benefits advisers.

Other distribution arrangements

We may reduce or eliminate withdrawal charges when sales are made in a manner that results in savings of sales and administrative expenses. This may include sales through persons who are compensated by clients for recommending investments and who receive no commission or reduced commissions in connection with the sale of the contracts. We will not permit a reduction or elimination of the withdrawal charge where it will be unfairly discriminatory.

Market value adjustments

Withdrawals, surrender of your contract, when we make deductions for withdrawal charges, or payment of a death benefit from a fixed maturity option before it matures we will

make a market value adjustment which will increase or decrease any fixed maturity amount you have in that fixed maturity option. In other words, both positive and negative market value adjustments are allocated to the remaining fixed maturity amount in the fixed maturity option. A negative market value adjustment could significantly reduce the death benefit and your annuity payment, perhaps by more than the amount of the withdrawal and shorten the length of your period certain. The market value adjustment for amounts withdrawn from a fixed maturity option before maturity could result in up to a 100% loss of your investment in the fixed maturity option in extreme situations. The amount of the adjustment will depend on two factors:

(a)	the difference between the rate to maturity that applies to the amount being withdrawn and the rate to maturity in effect at that time for new allocations to that same fixed maturity option; and

(b)	the length of time remaining until the maturity date.

In general, if interest rates rise from the time that we originally allocate an amount to a fixed maturity option to the time that you take a withdrawal, the market value adjustment will be negative. Likewise, if interest rates drop at the end of that time, the market value adjustment will be positive. Also, the amount of the market value adjustment, either up or down, will be greater the longer the time remaining until the fixed maturity option’s maturity date. Therefore, it is possible that the market value adjustment could greatly reduce your value in the fixed maturity options, particularly in the fixed maturity options with later maturity dates.

The market value adjustment is calculated at the time of the withdrawal, surrender of your contract, when we make a deduction for a withdrawal charge, or payment of a death benefit. The market value adjustment is calculated after the withdrawal charge is calculated.

We provide an explanation of how we calculate the market value adjustment, and an example of how we calculate the market value adjustment in the Statement of Additional Information.

The market value adjustment transfers risk from us to you to protect us from losses on our investments supporting the fixed maturity options if amounts are removed prematurely.

You can obtain the market value adjustment for the fixed maturity options in which you invest by calling (800) 628-6673. This value can fluctuate daily, and the current value quoted may differ from the actual market value adjustment at the time of a transaction.

Please note: A negative market value adjustment will decrease your account value and surrender value and could significantly reduce your death benefit and your annuity payment, perhaps by more than the amount of the withdrawal and shorten the length of your period certain.

Benefits available under the contract

The following table summarizes important information about the benefits available under the contract.


Name of Benefit	Purpose	Is Benefit Standard or Optional	Maximum Fee	Brief Description of Restrictions/ Limitations

Death benefit	Provides beneficiaries with a death benefit before payments begin or during the period certain.	Standard	None	• Not payable after period certain • Limited to remaining payments under period certain once income payments begin. • For GMIB Income Manager ® contracts, the annuity payments are considered to have begun at issue of the contract • A market value adjustment may apply upon payment of the death benefit, which could be negative, and could significantly reduce the death benefit • Withdrawals and any associated withdrawal charges and market value adjustments could significantly reduce the death benefit, perhaps by more than the amount of the withdrawal

Death benefit — for all contracts other than GMIB Income Manager

contracts

When the annuitant dies before payments begin

Generally, when we receive satisfactory proof of the annuitant’s death before annuity payments begin we will pay the death benefit to the “beneficiary” named in your contract. See “Your beneficiary”. If the joint owner who is also the annuitant dies, we will consider the surviving owner to be the beneficiary, taking the place of any other beneficiary designations.

We determine the amount of the death benefit payable to your beneficiary as of the date we receive satisfactory proof of the annuitant’s death and any required instructions for the method of payment and any required forms necessary to effect payment. The death benefit is the greater of:

(1)	your account value; and

(2)	the sum of the fixed maturity amounts in each fixed maturity option plus any amounts held in the separate account to provide for payments off maturity dates.

However, if you are the annuitant and your spouse is the joint owner or the designated beneficiary under the contract, your spouse may elect to receive the payments instead of taking the death benefit if payments have not been deferred, or payments are scheduled to begin within one year. The payments will then begin on the scheduled date. We will not make any payments under the life contingent annuity after the annuitant’s death unless you have elected the joint and survivor form of payments. If you elect joint and one-half or joint and two-thirds to survivor payments, at the death of either annuitant, we will reduce the payments by one-half or one-third, whichever applies.

Please note: A market value adjustment may apply upon payment of the death benefit, which could be negative, and could significantly reduce the death benefit. Also, withdrawals and any associated withdrawal charges and market value adjustments could significantly reduce the death benefit, perhaps by more than the amount of the withdrawal.

When

the

annuitant

dies

after

the

annuity

payments

begin

If the annuitant dies after the payments begin, we will con- tinue to make payments during the period certain to either the joint owner or the designated beneficiary, whichever applies. The Setting Every Community Up for Retirement Enhancement Act (“SECURE Act”) enacted at the end of 2019 may restrict the post-death payment period under IRAs. If payments continue to the beneficiary, he or she will be deemed the successor owner. If there is a joint owner, the surviving joint owner will be deemed the beneficiary, superseding any other beneficiary designation. The payments will be made on the same schedule that was in effect before the annuitant’s death and will terminate at the end of the period certain. If you elected joint and survivor payments under the life contingent annuity, the payments will be made as long as one of the annuitants is living. If you elected joint and one-half or joint and two-thirds to survivor payments, at the death of either annuitant, we will reduce the payments by one-half or one-third, whichever applies.

A death benefit is never payable under the life contingent annuity. The death benefit applies only during the period certain.

At the beneficiary’s option, payments during the period certain may be discontinued and paid in a single sum. If the single sum is elected within one year after the annuitant’s death, the single sum will be paid as a death benefit and will be equal to the greater of:

(1)	the account value; and

(2)	the sum of the fixed maturity amounts in each fixed maturity option, plus any amounts held in the separate account to provide for payments off maturity dates.

If a single sum is elected and there is a joint annuitant, we will begin making payments to you under the life contingent annuity at an earlier date. These payments will be made in reduced amounts to compensate for the earlier start date. If you elected joint and one-half or joint and two-thirds to survi- vor payments, at the death of either annuitant, we will reduce the payments by one-half or one-third, whichever applies.

When the NQ contract owner who is not the annuitant dies after the annuity payments begin

If your death occurs after annuity payments begin, payments will continue to be made during the period certain to the designated beneficiary, or in the case of joint owners, to the surviving owner. In either case this person becomes the new contract owner. The payments will be made on the same payment schedule that was in effect before your death. After the period certain, lifetime payments will be made under the life contingent annuity for as long as the annuitant (or joint annuitant) is living.

If a single sum is elected, we will begin making payments to you under the life contingent annuity at an earlier date. The lump sum is treated as a withdrawal. See the discussion of withdrawals earlier in this section. These payments will be made in reduced amounts to compensate for the earlier start date. When the life contingent annuity is in effect and one of the joint annuitants dies, if you elected joint and one-half or joint and two-thirds to survivor payments, at the death of either annuitant, we will reduce the payments by one-half or one-third, whichever applies.

Death benefit — for all GMIB Income Manager

contracts

For purposes of determining the death benefit in connection with any GMIB Income Manager

contract, the annuity payments are considered to have begun at issue of the contract.

When the annuitant dies

In general, we will continue to make payments during the period certain as described earlier in this section under “Death benefit — for all contracts other than the GMIB Income Manager

contracts” under “When the annuitant dies after the annuity payments begin.” However, if there is a non-owner joint annuitant, we will continue to make payments to the original owner until the death of the joint annuitant.

Payments during the period certain may be discontinued and paid in a single sum. If there is a joint annuitant, we will begin making payments to you under the life contingent annuity at an earlier date. The lump sum is treated as a withdrawal. See the discussion of withdrawals earlier in this section. These payments will be made in reduced amounts to compensate for the earlier start date.

When the NQ GMIB contract owner who is not the annuitant dies

We will continue to make annuity payments during the period certain as described in this section under “Death benefit — for all contracts other than the GMIB Income Manager

contracts” under “When the NQ contract owner who is not the annuitant dies after the annuity payments begin.”

Your beneficiary

You designate your beneficiary when you apply for your contract. You may change your beneficiary at any time while the owner and annuitant are alive and the contract is in force. The change will be effective on the date the written request for change is signed. For Income Manager

contracts only, where payments have not started; and you are not the annuitant; and you have not named a specific successor owner, the beneficiary will become the successor owner upon your death.

Your annuity payout options (not including GMIB Income Manager

contracts)

If the annuitant dies before annuity payments begin, your beneficiary may elect to apply the death benefit to an annuity payout option. We offer several annuity payout options to choose from. Restrictions apply, depending on the type of contract you own. Please see “Contract features and benefits” under the “Death benefit” sections for more information. The SECURE Act may restrict the post-death payment period under IRAs.

Annuity payout options

Your beneficiary can choose from among the following death benefit annuity payout options:

•

Life annuity:

An annuity that guarantees payments for the rest of the annuitant’s life. Payments end with the last payment before the annuitant’s death. Because there is no death benefit with this payout option, it provides the highest payment of any of the life annuity options, so long as the annuitant is living.

•

Life annuity — period certain:

An annuity that guarantees payments for the rest of the annuitant’s life, and, if the annuitant dies before the end of a selected period of time (“period certain”), payments to the beneficiary will continue for the balance of the period certain subject to the required minimum distribution rules, if applicable.

•

Life annuity — refund certain:

An annuity that guarantees payments for the rest of the annuitant’s life. If the annuitant dies before the amount applied to purchase

the annuity option has been recovered, payments continue to the beneficiary until that amount has been recovered subject to the required minimum distribution rules, if applicable.

•

Period certain annuity:

An annuity that guarantees payments for a specific period of time, usually 5, 10, 15 or 20 years. This option does not guarantee payments for the rest of the annuitant’s life. It does not permit any repayment of the unpaid principal, so you cannot elect to receive part of the payments as a single sum payment with the rest paid in monthly annuity payments.

The life annuity; life annuity — period certain and the life annuity —refund certain are available on either single life or joint and survivor life basis. The joint and survivor life annuity guarantees payments for the rest of the annuitant’s life and, after the annuitant’s death, continuation of payments to the survivor.

All of the above annuity payout options are available as fixed annuities. With fixed annuities, we guarantee fixed annuity payments that will be based either on the tables of guaranteed annuity payments in your contract or on our then current annuity rates, whichever is more favorable for the annuitant.

When the beneficiary selects a payout option, we will issue a separate written agreement confirming the beneficiary’s right to receive annuity payments. We require the return of the contract before annuity payments begin.

The amount of the annuity payments will depend on the amount applied to purchase the annuity, the type of annuity chosen and, in the case of a life annuity, the annuitant’s age (or the annuitant’s and joint annuitant’s ages) and in certain instances, the sex of the annuitant(s). Once a payout option has been chosen and payments begin, no change can be made. However, depending on your beneficiary/joint annuitant designations and annuity payout option, the annuity amounts and payment term remaining after your death may be modified if necessary to comply with the minimum distribution requirements of federal income tax law. The amount of each annuity payment will be less with a greater frequency of payments or with a longer duration of a

non-life

contingent annuity or the certain period of a life contingent annuity. Your financial professional can provide you with additional information about your annuity payment options.

At the time that the beneficiary elects a payout option if the amount to be applied is less than $2,000, or the initial payment under the form elected is less than $20 monthly, we reserve the right to pay the account value in a single sum rather than as payments under the payout option chosen.

Tax information

Overview

In this part of the Prospectus, we discuss the current federal income tax rules that generally apply to contracts owned by United States individual taxpayers. We discuss the tax aspects of each type of contract separately because the tax rules differ, depending on:

•

the type of contract, whether NQ, traditional IRA, or Roth IRA,

•

how you acquired your Income Manager

contract, whether by purchase or exercising your GMIB benefit in accordance with your Accumulator

series contract, and

•

whether you have deferred your annuity payout start date.

The Income Manager

contract is intended to be a payout annuity. However, except for GMIB Income Manager

contracts, you may be able to delay beginning payments, and certain rules governing deferred annuity contracts indicated below could apply. The ability to defer payments is not available in certain states.

Federal income tax rules include the United States laws in the Internal Revenue Code and Treasury Department Regulations and Internal Revenue Service (“IRS”) interpretations of the Internal Revenue Code. These tax rules may change without notice. We cannot predict whether, when, or how these rules could change. Any change could affect contracts purchased before the change. Congress may also consider further proposals to comprehensively reform or overhaul the United States tax and retirement systems, which if enacted, could affect the tax benefits of a contract. We cannot predict what, if any, legislation will actually be proposed or enacted.

We cannot provide detailed information on all tax aspects of the contracts. Moreover, the tax aspects that apply to a particular person’s contract may vary depending on the facts applicable to that person. We do not discuss state income and other state taxes, federal income tax and withholding rules for

non-U.S.

taxpayers, or federal gift and estate taxes. Transfers of the contract, rights or values under the contract, or payments under the contract, for example, amounts due to beneficiaries, may be subject to federal or state gift, estate or inheritance taxes. You should not rely only on this document, but should consult your tax adviser before your purchase.

Taxation of nonqualified annuities

Contributions

You may not deduct the amount of your contributions to a nonqualified-annuity contract.

Contract earnings

Generally, you are not taxed on contract earnings until you receive a distribution from your contract, whether as a withdrawal, or as an annuity payment. Earnings in a deferred annuity contract are taxable even without a distribution if you transfer a contract, for example, as a gift to someone other than your spouse (or former spouse).

Federal tax law requires that all nonqualified deferred annuity contracts that the Company and its affiliates issue to you during the same calendar year be linked together and treated as one contract when figuring out the taxable amount of any distribution from any of those contracts.

Corporations, partnerships, trusts and other

non-natural

persons generally cannot defer the taxation of current income credited to the contract unless an exception under the federal income tax rules apply. There is an exception for immediate annuities.

Immediate annuities are generally annuities in which payments begin within one year from purchase and provide for a series of substantially equal payments made at least annually.

Please note that a payout contract purchased through a 1035 exchange may not be treated as an immediate annuity.

Annuity payments

Once annuity payments begin, a portion of each payment is taxable as ordinary income. You get the remaining portion without paying taxes on it. This is your “investment in the contract.” Generally, your investment in the contract equals the contributions you made, less any amounts you previously withdrew that were not taxable.

The

tax-free

portion of each payment is determined by (1) dividing your investment in the contract by the total amount you are expected to receive out of the contract, and (2) multiplying the result by the amount of the payment.

Once you have received the amount of your investment in the contract, all payments after that are fully taxable. If payments under a life annuity stop because the annuitant dies, there is an income tax deduction for any unrecovered investment in the contract.

The sections, “Partial annuitization” and “Withdrawals made before annuity payments begin,” apply to NQ contracts which are deferred and does not apply to GMIB Income Manager

contracts.

Partial annuitization

The consequences described above for annuitization of the entire contract apply to the portion of the contract which is partially annuitized. A nonqualified deferred annuity contract

is treated as being partially annuitized if a portion of the contract is applied to an annuity payout option on a life-contingent basis or for a period certain of at least 10 years. In order to get annuity payment tax treatment for the portion of the contract applied to the annuity payout, payments must be made at least annually in substantially equal amounts, the payments must be designed to amortize the amount applied over life or the period certain, and the payments cannot be stopped, except by death or surrender (if permitted under the terms of the contract). The investment in the contract is split between the partially annuitized portion and the deferred amount remaining based on the relative values of the amount applied to the annuity payout and the deferred amount remaining at the time of the partial annuitization. Also, the partial annuitization has its own annuity starting date.

Withdrawals made before annuity payments begin

If you make withdrawals before annuity payments begin under your contract, they are taxable to you as ordinary income if there are earnings in the contract. Generally, earnings are your account value less your investment in the contract. If you withdraw an amount which is more than the earnings in the contract as of the date of the withdrawal, the balance of the distribution is treated as a return of your investment in the contract and is not taxable.

The section, “1035 exchanges,” applies to NQ contracts which are deferred and does not apply to GMIB Income Manager

contracts.

1035 exchanges

You may purchase a nonqualified deferred annuity contract through an exchange of another contract. Normally, exchanges of contracts are taxable events. The exchange will not be taxable under Section 1035 of the Internal Revenue Code if:

•

The contract that is the source of the funds you are using to purchase the nonqualified deferred annuity contract is another nonqualified deferred annuity contract or life insurance or endowment contract.

•

The owner and the annuitant are the same under the source contract and the contract is issued in exchange. If you are using a life insurance or endowment contract the owner and the insured must be the same on both sides of the exchange transaction.

In some cases you may make a tax-deferred 1035 exchange from a nonqualified deferred annuity contract to a “qualified long-term care contract” meeting all specified requirements under the Code or an annuity contract with a “qualified long-term care contract” feature (sometimes referred to as a “combination annuity” contract).

The tax basis of the source contract carries over to the Income Manager

NQ contract.

An owner may direct the proceeds of a partial withdrawal from one nonqualified deferred annuity contract to purchase or contribute to another nonqualified

deferred annuity contract on a tax-deferred basis. If requirements are met, the owner may also directly transfer amounts from a nonqualified deferred annuity contract to a “qualified long-term care contract” or “combination annuity” in such a partial 1035 exchange transaction. Special forms, agreement between the carriers, and provision of cost basis information may be required to process this type of an exchange.

If you are purchasing your contract through a Section 1035 exchange, you should be aware that the Company cannot guarantee that the exchange from the source contract to the contract you are applying for will be treated as a Section 1035 exchange; the insurance company issuing the source contract controls the tax information reporting of the transaction as a Section 1035 exchange. Because information reports are not provided and filed until the calendar year after the exchange transaction, the insurance company issuing the source contract shows its agreement that the transaction is a 1035 exchange by providing to us the cost basis of the exchanged source contract when it transfers the money to us on your behalf.

Even if the contract owner and the insurance companies agree that a full or partial 1035 exchange is intended, the IRS has the ultimate authority to review the facts and determine that the transaction should be recharacterized as taxable in whole or in part.

If you purchase an Income Manager

contract, intended to be a payout annuity, with intended partial 1035 exchange proceeds, you should discuss with your tax advisor the timing of your payout. The IRS has ruled that an exchange will not qualify as a partial 1035 exchange if amounts are received from either contract within 180 days of the exchange transaction.

Section 1035 exchanges are generally not available after the death of the owner. The destination contract must meet specific post-death payout requirements to prevent avoidance of the death of owner rules. See “Payment of death benefit”.

Surrenders

If you surrender or cancel the NQ contract, the distribution is taxable as ordinary income (not capital gain) to the extent it exceeds your investment in the contract.

If you make a withdrawal that terminates all periodic payments due, it will be taxable as a complete surrender as discussed above. If you make a withdrawal that does not terminate all periodic payments due, then the withdrawal will generally be taxable. Also, a portion of the remaining reduced payments will be eligible for

tax-free

recovery of investment.

Death benefit payment made to a beneficiary after your death

For the rules applicable to death benefits, see “Payment of death benefit”. The tax treatment of a death benefit taken as a single sum is generally the same as the tax treatment of a withdrawal from or surrender of your contract. The tax treatment of a death benefit taken as annuity payments is generally the same as the tax treatment of annuity payments under your contract.

Early distribution penalty tax

If you take distributions before you are age 59

⁄

a penalty tax of 10% of the taxable portion of your distribution applies in addition to the income tax. The extra penalty tax does not apply to

pre-age

⁄

distributions made:

•

on or after your death; or

•

because you are disabled (special federal income tax definition); or

•

in the form of substantially equal periodic annuity payments for your life (or life expectancy), or the joint lives (or joint life expectancies) of you and a beneficiary, in accordance with IRS formulas; or

•

payments under an immediate annuity.

Please note that it is your responsibility to claim the penalty exception on your own income tax return and to document eligibility for the exception to the IRS.

Periodic annuity payments we make to you from the life annuity with a period certain while you are under age 59

⁄

should qualify for the “substantially equal payments for life” exception noted above. However, this exception may not apply if you take a withdrawal, surrender your contract or change the payment pattern in any way.

In the event that an NQ owner who has elected deferral subsequently elects partial annuitization, (non-Income Manager

GMIB contracts only): we will report a life-contingent partial annuitization made to an owner under age 59

⁄

as eligible for an exception to the early distribution penalty tax. We may be required to treat a partial annuitization for a period certain of at least 10 years as being subject to the penalty for an owner under age 59

⁄

Please note that a payout contract purchased through a 1035 exchange may not be treated as an immediate annuity.

Additional Tax on Net Investment Income

Taxpayers who have modified adjusted gross income (“MAGI”) over a specified amount and who also have specified net investment income in any year may have to pay an additional surtax of 3.8%. (This tax has been informally referred to as the “Net Investment Income Tax” or “NIIT”). For this purpose net investment income includes distributions from and payments under nonqualified annuity contracts. The threshold amount of MAGI varies by filing status: $200,000 for single filers; $250,000 for married taxpayers filing jointly, and $125,000 for married taxpayers filing separately. The tax applies to the lesser of a) the amount of MAGI over the applicable threshold amount or b) the net investment income. You should discuss with your tax adviser the potential effect of this tax.

Special rules for NQ contracts issued in Puerto Rico

Income from NQ contracts we issue is U.S. source. A Puerto Rico resident is subject to U.S. taxation on such U.S. source income. Only Puerto Rico-source income of Puerto Rico residents is excludable from U.S. taxation. Income from NQ contracts is also subject to Puerto Rico tax. The computation

of the taxable portion of amounts distributed from a contract may differ in the two jurisdictions. Therefore, you might have to file both U.S. and Puerto Rico tax returns, showing different amounts of income from the contract for each tax return. Puerto Rico generally provides a credit against Puerto Rico tax for U.S. tax paid. Depending on your personal situation and the timing of the different tax liabilities, you may not be able to take full advantage of this credit.

We require owners or beneficiaries of annuity contracts in Puerto Rico which are not individuals to document their status to avoid 30% FATCA withholding from U.S.-source income.

Individual retirement arrangements (“IRAs”)

General

“IRA” stands for individual retirement arrangement. There are two basic types of such arrangements, individual retirement accounts and individual retirement annuities. In an individual retirement account, a trustee or custodian holds the assets funding the account for the benefit of the IRA owner. The assets typically include mutual funds and/or individual stocks and/or securities in a custodial account and bank certificates of deposit in a trusteed account. In an individual retirement annuity, an insurance company issues an annuity contract that serves as the IRA.

There are two basic types of IRAs, as follows:

•

Traditional IRAs, typically funded on a

pre-tax

basis; and

•

Roth IRAs, funded on an

after-tax

basis.

We offer the Income Manager

contract for purchase only in traditional IRA form. We offer the GMIB Income Manager

contract in traditional IRA form or Roth IRA form, depending on the status of your Accumulator

series contract.

Regardless of the type of IRA, your ownership interest in the IRA cannot be forfeited. You or your beneficiaries who survive you are the only ones who can receive the IRA’s benefits or payments. All types of IRAs qualify for tax deferral regardless of the funding vehicle selected.

You can hold your IRA assets in as many different accounts and annuities as you would like, as long as you meet the rules for setting up and making contributions to IRAs. However, if you own multiple IRAs, you may be required to combine IRA values or contributions for tax purposes. For further information about individual retirement arrangements, you can read Internal Revenue Service Publications 590-A (“Contributions to Individual Retirement Arrangements (IRAs)”) and 590-B (“Distributions from Individual Retirement Arrangements (IRAs)”). These publications are usually updated annually, and can be obtained by contacting the IRS or from the IRS website (www.irs.gov).

The Company designs its traditional IRA contracts to qualify as individual retirement annuities under Section 408(b) of the Internal Revenue Code. This Prospectus contains the information that the IRS requires you to have before you purchase an IRA. This section of the Prospectus covers some of the special tax rules that apply to IRAs.

We have not submitted to the IRS a request for an opinion letter to approve the form of the Income Manager

traditional IRA contract for use as a traditional IRA contract. This IRS approval is a determination only as to the form of the annuity. It does not represent a determination of the merits of the annuity as an investment.

Cancellation

You can cancel an Income Manager

IRA contract by following the directions under “Your right to cancel within a certain number of days”. If you cancel an IRA contract, we may have to withhold tax, and we must report the transaction to the IRS. A contract cancellation could have an unfavorable tax impact.

Traditional individual retirement annuities (“traditional IRAs”)

The sections, “Contributions to traditional IRAs,” “Rollover and transfer contributions to traditional IRAs,” “Rollovers from eligible retirement plans other than traditional IRAs,” “Rollovers of

after-tax

contributions from eligible retirement plans other than traditional IRAs,” “Rollovers from traditional IRAs to traditional IRAs,” “Spousal rollovers and divorce-related direct transfers,” and “Excess contributions” do not apply to GMIB Income Manager

contracts.

If you are acquiring your GMIB Income Manager

contract by exercising your GMIB benefit in accordance with your Accumulator

series contract, go to “Withdrawals, payments and transfers of funds out of traditional IRAs”; the sections pertaining to contributions to traditional IRAs in the Prospectus are generally intended for individuals who acquire the Income Manager

traditional IRA contract by purchase.

Contributions to traditional IRAs

Individuals may make three different types of contributions to purchase a traditional IRA or as subsequent contributions to an existing IRA:

•

“regular” contributions out of earned income or compensation; or

•

tax-free

“rollover” contributions; or

•

direct

custodian-to-custodian

transfers from other traditional IRAs (“direct transfers”).

We require that your initial contribution to the Income Manager

traditional IRA contract must be either a rollover or a direct

custodian-to-custodian

transfer. See “Rollover and transfer contributions to traditional IRAs”. If you defer your annuity payout starting date you may be able to make additional contributions. Any additional contributions you make may be any of rollover, direct transfer or regular contributions. Regular contributions to IRAs are subject to a number of technical rules that differ depending on the year, your age, whether you are an active participant in an employer-sponsored plan, and your compensation. If you make subsequent regular contributions to the contract, please consult your tax adviser or IRS Publication 590-A for the applicable rules.

Rollover and transfer contributions to traditional IRAs

Rollover contributions may be made to a traditional IRA from these “eligible retirement plans”:

•

qualified plans;

•

governmental employer 457(b) plans;

•

403(b) plans (including Internal Revenue Code Section 403(b)(7) custodial accounts); and

•

other traditional IRAs.

Direct transfer contributions may only be made directly from one traditional IRA to another.

Any amount contributed to a traditional IRA after lifetime required minimum distributions must start must be net of your required minimum distribution for the year in which the rollover or direct transfer contribution is made.

Rollovers from “eligible retirement plans” other than traditional IRAs

Your plan administrator will tell you whether or not your distribution is eligible to be rolled over. Spousal beneficiaries and spousal alternate payees under qualified domestic relations orders may roll over funds on the same basis as the plan participant.

There are two ways to do rollovers:

•

Do it yourself:

You actually receive a distribution that can be rolled over and you roll it over to a traditional IRA within 60 days after the date you receive the funds. The distribution from your qualified plan or TSA will be net of 20% mandatory federal income tax withholding. If you want, you can replace the withheld funds yourself and roll over the full amount.

•

Direct rollover:

You tell the plan trustee or custodian of the eligible retirement plan to send the distribution directly to your traditional IRA issuer. Direct rollovers are not subject to mandatory federal income tax withholding.

All distributions from a TSA, qualified plan or governmental employer 457(b) plan are eligible rollover distributions, unless an exception applies. Some of the exceptions include the following distributions:

•

“required minimum distributions” after lifetime required minimum distributions must start; or

•

substantially equal periodic payments made at least annually for your life (or life expectancy) or the joint lives (or joint life expectancies) of you and your designated beneficiary; or

•

substantially equal periodic payments made for a specified period of 10 years or more; or

•

hardship withdrawals; or

•

corrective distributions which fit specified technical tax rules; or

•

loans that are treated as distributions; or

•

certain death benefit payments to a beneficiary who is not your surviving spouse; or

•

qualified domestic relations order distributions to a beneficiary who is not your current spouse or former spouse.

Distributions from an eligible retirement plan made in connection with the birth or adoption of a child as specified in the Code can be made free of income tax withholding and penalty-free. Effective for distributions made after December 29, 2022, repayments made within three years of these distributions to an eligible retirement plan can be treated as deemed rollover contributions.

You should discuss with your tax adviser whether you should consider rolling over funds from one type of tax qualified retirement plan to another, because the funds will generally be subject to the rules of the recipient plan. For example, funds in a governmental employer 457(b) plan are not subject to the additional 10% federal income tax penalty for premature distributions, but they may become subject to this penalty if you roll the funds to a different type of eligible retirement plan such as a traditional IRA, and subsequently take a premature distribution.

Rollovers from an eligible retirement plan to a traditional IRA are not subject to the “one-per-year limit” noted in this section.

Rollovers of

after-tax

contributions from eligible retirement plans other than traditional IRAs

Any

non-Roth

after-tax

contributions you have made to a qualified plan or 403(b) plan (but not a governmental employer 457(b) plan) may be rolled over to a traditional IRA (either in a direct rollover or a rollover you do yourself). When the recipient plan is a traditional IRA, you are responsible for recordkeeping and calculating the taxable amount of any distributions you take from that traditional IRA. See “Taxation of Payments” under “Withdrawals, payments and transfers of funds out of traditional IRAs.”

After-tax

contributions in a traditional IRA cannot be rolled over from your traditional IRA into, or back into, a qualified plan, 403(b) plan or governmental employer 457(b) plan.

Rollovers from traditional IRAs to traditional IRAs

You may roll over amounts from one traditional IRA to one or more of your other traditional IRAs if you complete the transaction within 60 days after you receive the funds. You may make such a rollover only once in every

12-month

period for the same funds. We call this the “one-per-year limit.” It is the IRA owner’s responsibility to determine if this rule is met.

Trustee-to-trustee

custodian-to-custodian

direct transfers are not rollover transactions. You can make these more frequently than once in every

12-month

period.

Spousal rollover and divorce-related direct transfers

The surviving spouse beneficiary of a deceased individual can roll over funds from, or directly transfer funds from, an inherited IRA to one or more other traditional IRAs. Also, in some cases, traditional IRAs can be transferred on a

tax-free

basis between spouses or former spouses as a result of a court ordered divorce or separation decree.

Excess contributions to traditional IRAs

Excess contributions to IRAs are subject to a 6% excise tax for the year in which made and for each year after until withdrawn. Examples of excess contributions are regular contributions of more than the maximum regular contribution amount for the applicable taxable year, and a rollover contribution which is not eligible to be rolled over, for example to the extent an amount distributed is a lifetime required minimum distribution. You can avoid or limit the excise tax by withdrawing an excess contribution. See IRS Publications 590-A and 590-B for further details.

Even after the due date for filing your return, you may withdraw an excess rollover contribution, without income inclusion or 10% penalty, if:

(1)	the rollover was from an eligible retirement plan to a traditional IRA;

(2)	the excess contribution was due to incorrect information that the plan provided; and

(3)	you took no tax deduction for the excess contribution.

Withdrawals, payments and transfers of funds out of traditional IRAs

No federal income tax law restrictions on withdrawals.

You can withdraw any or all of your funds from a traditional IRA at any time. You do not need to wait for a special event like retirement.

Taxation of payments.

Amounts distributed from traditional IRAs are not subject to federal income tax until you or your beneficiary receive them. Taxable payments or distributions include withdrawals from your contract, surrender of your contract and annuity payments from your contract. Death benefits are also taxable.

We report all payments from traditional IRA contracts on IRS Form

1099-R.

You are responsible for reporting these amounts correctly on your individual income tax return and keeping supporting records. Except as discussed below, the total amount of any distribution from a traditional IRA must be included in your gross income as ordinary income.

If you have ever made nondeductible IRA contributions to any traditional IRA (it does not have to be to this particular traditional IRA contract), those contributions are recovered

tax-free

when you get distributions from any traditional IRA. It is your responsibility to keep permanent tax records of all your nondeductible contributions to traditional IRAs so that you can correctly report the taxable amount of any distribution on your own tax return. At the end of any year in which you have received a distribution from any traditional

IRA, you calculate the ratio of your total nondeductible traditional IRA contributions (less any amounts previously withdrawn

tax-free)

to the total account balances of all traditional IRAs you own at the end of the year plus all traditional IRA distributions made during the year. Multiply this by all distributions from the traditional IRA during the year to determine the nontaxable portion of each distribution.

A distribution from a traditional IRA is not taxable if:

•

the amount received is a withdrawal of certain excess contributions, as described in IRS Publications 590-A and 590-B; or

•

the entire amount received is rolled over to another traditional IRA or other eligible retirement plan which agrees to accept the funds, (See “Rollovers from eligible retirement plans other than traditional IRAs” under “Rollover and transfer contributions to traditional IRAs” for more information.)

The following are eligible to receive rollovers of distributions from a traditional IRA: a qualified plan, a 403(b) plan or a governmental employer 457(b) plan.

After-tax

contributions in a traditional IRA cannot be rolled from your traditional IRA into, or back into, a qualified plan, 403(b) plan or governmental employer 457(b) plan. Before you decide to roll over a distribution from a traditional IRA to another eligible retirement plan, you should check with the administrator of that plan about whether the plan accepts rollovers and, if so, the types it accepts. You should also check with the administrator of the receiving plan about any documents required to be completed before it will accept a rollover.

Since the Income Manager

annuity is intended to be a payout contract, it may not be an appropriate contract if you intend to roll over funds later. Allocation of amounts to the life contingent annuity may make it difficult for you to roll the contract over to another eligible retirement plan.

Distributions from a traditional IRA are not eligible for favorable

ten-year

averaging and long-term capital gain treatment available to distributions from qualified plans. If you might be eligible for such tax treatment from your qualified plan, you may be able to preserve such tax treatment even though an eligible rollover from a qualified plan is temporarily rolled into a “conduit IRA” before being rolled back into a qualified plan. See your tax adviser.

IRA distributions directly transferred to charity.

Specified distributions from IRAs directly transferred to charitable organizations may be tax-free to IRA owners age 70

⁄

or older. You can direct us to make one distribution per calendar year directly to a charitable organization you request whether or not such distribution might be eligible for favorable tax treatment. Additional requests in the same calendar year will not be honored. Since an IRA owner is responsible for determining the tax consequences of any distribution from an IRA, we report the distribution to you on Form 1099-R. After discussing with your own tax advisor, it is your responsibility to report any distribution qualifying as a tax-free charitable direct transfer from your IRA on your own tax return. We do not permit a one-time

distribution from IRAs to charitable gift annuities, charitable remainder unitrusts, and charitable remainder annuity trusts.

Required minimum distributions

The Setting Every Community Up for Retirement Enhancement Act (“SECURE Act”) and the SECURE 2.0 Act of 2022 (“SECURE 2.0”) made significant changes to the required minimum distribution rules. Because these rules are statutory and regulatory, in many cases IRS guidance will be required to implement these changes.

Background on Regulations — Required Minimum Distributions

Distributions must be made from traditional IRAs according to the rules contained in the Code and Treasury Regulations. Certain provisions of the Treasury Regulations require that the actuarial present value of additional annuity contract benefits be added to the dollar amount credited for purposes of calculating certain types of required minimum distributions from individual retirement annuity contracts. This could increase the annual amount required to be distributed from these contracts. Generally, these provisions will not apply to Income Manager

contracts. They could apply if you defer your payment start dates, and if account-based withdrawals, as discussed below, are done before annuitization. In addition, other provisions of the Treasury Regulations may adversely affect increasing payment GMIB Income Manager

IRAs beginning in 2006. You should consult with your tax adviser before you elect to take increasing payments from GMIB Income Manager

IRAs.

Lifetime required minimum distributions — When you have to take the first lifetime required minimum distribution.

When you have to start lifetime required minimum distributions from your traditional IRAs is based on your applicable RMD age as defined under federal tax law. If you attain age 72 after 2022 and age 73 before 2033, your applicable RMD age is 73. If you attain age 73 after 2032, your applicable RMD age is 75. If you were born prior to July 1, 1949, your applicable RMD age is 70½, and if you were born on or after July 1, 1949 and before January 1, 1951, your applicable RMD age is 72.

The first required minimum distribution is for the calendar year in which you attain the applicable RMD age. You have the choice to take this first required minimum distribution during the calendar year you actually reach the applicable RMD age, or to delay taking it until the first three-month period in the next calendar year (January 1st – April 1st). Distributions must start no later than your “Required Beginning Date,” which is April 1st of the calendar year after the calendar year in which you attain the applicable RMD age. If you choose to delay taking the first annual minimum distribution, then you will have to take two minimum distributions in that year — the delayed one for the first year and the one actually for that year. Once minimum distributions begin, they must be made at some time each year.

How you can calculate required minimum distributions.

There are two approaches to taking required minimum distributions — “account-based” or “annuity-based.” If you are acquiring your GMIB Income Manager

contract by exercising your GMIB benefit in accordance with your Accumulator

series contract, and generally for Income Manager

contracts where the payout starting date is not deferred, the annuity-based method applies.

Account-based method.

If you choose an account-based method, you divide the value of your traditional IRA as of December 31st of the past calendar year by a number corresponding to your age from an IRS table. This gives you the required minimum distribution amount for that particular IRA for that year. If your spouse is your sole beneficiary and more than 10 years younger than you, the dividing number you use may be from another IRS table and may produce a smaller lifetime required minimum distribution amount. Regardless of the table used, the required minimum distribution amount will vary each year as the account value, the actuarial present value of additional annuity contract benefits, if applicable, and the divisor change. If you initially choose an account-based method, you may later apply your traditional IRA funds to a life annuity-based payout with any certain period not exceeding remaining life expectancy, determined in accordance with IRS tables.

Annuity-based method.

If you choose an annuity-based method, you do not have to do annual calculations. You apply the account value to an annuity payout for your life or the joint lives of you and an eligible designated beneficiary, or for a period certain not extending beyond applicable life expectancies, determined in accordance with IRS tables.

Do you have to pick the same method to calculate your required minimum distributions for all of your traditional IRAs and other retirement plans?

No. If you want, you can choose a different method for each of your traditional IRAs and other retirement plans. For example, you can choose an annuity payout from one IRA, a different annuity payout from a qualified plan, and an account-based annual withdrawal from another IRA.

Will we pay you the annual amount every year from your traditional IRA based on the method you choose?

No, we do not automatically make distributions from your contract before your annuity payments begin. We will calculate the amount of an account-based required minimum distribution withdrawal for you, if you so request in writing. However, in that case you will be responsible for asking us to pay the required minimum distribution withdrawal to you. Also, if you are taking account-based withdrawals from all of your traditional IRAs, the IRS will let you calculate the required minimum distribution for each traditional IRA that you maintain, using the method that you picked for that particular IRA. You can add these required minimum distribution amount calculations together. As long as the total amount you take out every year satisfies your overall traditional IRA required minimum distribution amount, you may choose to take your annual required minimum distribution from any one or more traditional IRAs that you own.

What if you take more than you need to for any year?

The required minimum distribution amount for your traditional IRAs is calculated on a

year-by-year

basis. There are no carry-back or carry-forward provisions. Also, you cannot apply required minimum distribution amounts you take from your qualified plans to the amounts you have to take from your traditional IRAs and vice versa.

What if you take less than you need to for any year?

Your IRA could be disqualified, and you could have to pay tax on the entire value. Even if your IRA is not disqualified, you could have to pay a 25% penalty tax on the shortfall (required amount for traditional IRAs less amount actually taken). This penalty tax is reduced to 10% if a distribution of the shortfall is made within two years and prior to the date the excise tax is assessed or imposed by the IRS. It is your responsibility to meet the required minimum distribution rules. We will remind you when our records show that you are within the age group which must take lifetime required minimum distributions. If you do not select a method with us, we will assume you are taking your required minimum distribution from another traditional IRA that you own.

What are the required minimum distribution payments after you die?

These vary, depending on the status of your beneficiary (individual or entity) and when you die. The SECURE Act significantly amended the post-death required minimum distribution rules for distributions made beginning January 1, 2020, and in some cases may affect payouts for pre-December 31, 2019 deaths.

Individual beneficiary.

Unless the individual beneficiary has a special status as an “eligible designated beneficiary” or “EDB” described below, distributions of the remaining amount in the defined contribution plan or IRA contract following your death must be distributed within 10 years in accordance with federal tax rules. If your beneficiary is not an EDB, the entire interest must be distributed by the end of the calendar year which contains the tenth anniversary of your death. If you die before your Required Beginning Date, no distribution is required for a year before that tenth year. If you die on or after your Required Beginning Date, your beneficiary will be required to take an annual post-death required minimum distribution and all remaining amounts must be fully distributed by the end of the year containing the tenth anniversary of your death. It is the beneficiary’s responsibility to calculate and satisfy the required minimum distribution rules. Please consult your tax adviser to determine whether annual post-death required minimum distribution payments are required from your contract during the 10-year period.

Individual beneficiary who has “eligible designated beneficiary” or “EDB” status.

An individual beneficiary who is an “eligible designated beneficiary” or “EDB” can take annual post-death required minimum distribution payments over the life of the EDB or over a period not extending beyond the life expectancy of the EDB, as long as the distributions start no later than one year after your death (to be prescribed in Treasury Regulations).

Under federal tax law, the following individuals are EDBs:

•

your surviving spouse (see

spousal beneficiary,

below);

•

your minor children (only while they are minors);

•

a disabled individual (Code definition applies);

•

a chronically ill individual (Code definition applies); and

•

any individual who is not more than 10 years younger than you.

In certain cases, a trust may be treated as an individual and not an entity beneficiary.

When minor children reach the age of majority, they stop EDB status and the remainder of the portion of their interest not yet distributed must be distributed within 10 years. However, the contracts issued by the Company do not allow individual beneficiaries who are EDBs solely by virtue of being your minor children to stretch post-death required minimum distribution payments over their lives or life expectancies.

Spousal beneficiary

If your death beneficiary is your surviving spouse, your spouse has a number of choices. As noted above, post-death distributions may be made over your spouse’s life or period of life expectancy. Your spouse may delay starting payments over his/her life or life expectancy period until the year in which you would have attained the applicable RMD age. In some circumstances, for traditional IRA contracts only, your surviving spouse may elect to become the owner of the traditional IRA and halt distributions until he or she reaches the applicable RMD age, or roll over amounts from your traditional IRA into his/her own traditional IRA or other eligible retirement plan. If your spouse beneficiary is subject to the 10-year rule and wants to treat the IRA as their own or roll over the death benefit in or after the calendar year in which the surviving spouse attains the applicable RMD age, they may be required to take a “hypothetical RMD” amount, which is not eligible for a rollover. To determine the “hypothetical RMD” amount, qualified legal and tax advisers should be consulted.

Non-individual beneficiary

Pre-January 1, 2020 rules continue to apply. If you die before your Required Beginning Date for lifetime required minimum distributions, and your death beneficiary is a non-individual such as your estate, the “5-year rule” applies. Under this rule, the entire interest must be distributed by the end of the calendar year which contains the fifth anniversary of the owner’s death. No distribution is required for a year before that fifth year. Please note that we need an individual annuitant to keep an annuity contract in force. If the beneficiary is not an individual, we must distribute amounts remaining in the annuity contract after the death of the annuitant.

If you die after your Required Beginning Date for lifetime required minimum distributions, and your death beneficiary is a non-individual such as your estate, the rules permit the beneficiary to calculate the post-death required minimum distribution amounts based on the owner’s life expectancy in the year of death. However, note that we need an individual

annuitant to keep an annuity contract in force. If the beneficiary is not an individual, we must distribute amounts remaining in the annuity contract after the death of the annuitant.

Additional Changes to post-death distributions after the SECURE Act.

The SECURE Act applies to deaths after December 31, 2019, so that the post-death required minimum distribution rules in effect before January 1, 2020 continue to apply initially. As long as payments start no later than December 31 following the calendar year of the owner’s death, individuals who are non-spouse beneficiaries may continue to stretch post-death payments over their life. It is also permissible to stretch post-death payments over a period not longer than their life expectancy based on IRS tables as of the calendar year after the owner’s death on a term certain method. In certain cases, a “see-through” trust which is the death beneficiary will be treated as an individual for measuring the distribution period.

However, the death of the original individual beneficiary will trigger the “10-year” distribution period. Prior to 2019, for example, if an individual beneficiary who had a 20-year life expectancy period in the year after the owner’s death died in the 7th year of post-death payments, the beneficiary named by the original beneficiary could continue the payments over the remaining 13 years of the original beneficiary’s life expectancy period. Even if the owner in this example died before December 31, 2019 the legislation caps the length of any post-death payment period after the death of the original beneficiary at 10 years. As noted above, a rule similar to this applies when an EDB dies, or a minor child reaches majority-the remaining interest must be distributed within 10 years. IRS guidance will be needed to implement the mechanics of these beneficiary status shift provisions.

Important information about minimum distributions under your contract

Although the life contingent annuity portion of the life annuity with a period certain does not have a cash value, it will be assigned a value for tax purposes. This value will generally be changed each year. If you are using the account-based withdrawal method because you have deferred the payment start date for example, when you determine the amount of account-based required minimum distributions from your IRA this value must be included. This must be done before annuity payments begin even though the life contingent annuity may not be providing a source of funds to satisfy the required minimum distributions.

If you surrender your contract, or withdraw any remaining account value before your annuity payments begin, it may be necessary for you to satisfy your required minimum distribution by moving forward the start date of payments under your life contingent annuity. Or to the extent available, you have to take distributions from other IRA funds you may have. Or, you may convert your IRA life contingent annuity under the IRA contract to a nonqualified life contingent annuity. This would be viewed as a distribution of the value of the life contingent annuity from your IRA, and therefore, would be a taxable event. However, since the life

contingent annuity would no longer be part of the IRA, you would not have to include its value when determining future required minimum distributions.

If you have elected a joint and survivor form of the life contingent annuity, the joint annuitant must be your spouse. In the event of your death or the death of your spouse the value of such annuity will change. For this reason, it is important that someone tell us if you or your spouse dies before the life contingent annuity has started payments so that a lower valuation can be made. Otherwise, a higher tax value may result in an overstatement of the amount that would be necessary to satisfy your required minimum distribution amount.

Successor annuitant and owner

If your spouse is the sole primary beneficiary and elects to become the successor annuitant and owner, no death benefit is payable until your surviving spouse’s death. The required minimum distribution rules are applied as if your surviving spouse is the contract owner.

Payments to a beneficiary after your death

IRA death benefits are taxed the same as IRA distributions.

Borrowing and loans are prohibited transactions

You cannot get loans from a traditional IRA. You cannot use a traditional IRA as collateral for a loan or other obligation. If you borrow against your IRA or use it as collateral, its

tax-favored

status will be lost as of the first day of the tax year in which this prohibited event occurs. If this happens, you must include the value of the traditional IRA in your federal gross income. Also, the early distribution penalty tax of 10% may apply if you have not reached age 59

⁄

before the first day of that tax year.

Early distribution penalty tax

A penalty tax of 10% of the taxable portion of a distribution applies to distributions from a traditional IRA made before you reach age 59

⁄

. Some of the available exceptions to the

pre-age

⁄

penalty tax include distributions made:

•

on or after your death;

•

because you are disabled (special federal income tax definition);

•

used to pay certain extraordinary medical expenses (special federal income tax definition);

•

used to pay medical insurance premiums for unemployed individuals (special federal income tax definition);

•

used to pay certain first-time home buyer expenses (special federal income tax definition; $10,000 lifetime total limit for these distributions from all your traditional and Roth IRAs);

•

used to pay certain higher education expenses (special federal income tax definition); or

•

made in connection with the birth or adoption of a child as specified in the Code; or

•

in the form of substantially equal periodic payments made at least annually over your life (or your life expectancy), or over the joint lives of you and your beneficiary (or your joint life expectancy) using an

IRS-approved

distribution method.

Please note that it is your responsibility to claim the penalty exception on your own income tax return and to document eligibility for the exception to the IRS.

Will payments we make to you from the life annuity with a period certain while you are under age 59

⁄

qualify as substantially equal payments for life?

Same as nonqualified annuities under “Early distribution penalty tax.”

Roth IRA GMIB Income Manager

contracts

Before you exercise your GMIB benefit in accordance with your Accumulator

series Roth IRA contract, you should discuss with your tax adviser the tax consequences of distributions from a Roth IRA which may apply to your personal situation.

Payments from traditional IRAs and Roth IRAs are taxed differently. Payments from traditional IRAs are generally fully taxable, as discussed earlier in this Prospectus. It is the IRA owner’s responsibility to calculate the taxable and

tax-free

portions of any traditional IRA payments on the owner’s tax return.

Distributions from Roth IRAs generally receive return of contribution treatment first under federal income tax calculation rules before any income is taxable. Certain distributions from Roth IRAs may qualify for fully

tax-free

treatment. These are distributions after you reach age 59

⁄

, die, become disabled or meet a qualified first-time homebuyer tax rule. You also have to meet a five-year aging period, which begins when you first contribute funds to any Roth IRA.

For example, if you purchased an Accumulator

series traditional IRA contract in 2012 and did not convert it into a Roth IRA until 2020, and if your Accumulator

series contract is your sole Roth IRA, you have not yet met the five-year aging period if you exercise your GMIB benefit in 2024. In that case, payments received before the five-year aging period is met are treated first as a recovery of contributions to the Roth IRA, and next as ordinary income, after all contributions are recovered.

Taxable withdrawals or distributions from Roth IRAs may be subject to an additional 10% penalty tax if you are under age 59

⁄

, unless an exception applies.

Since federal income rules require Roth IRA owners to aggregate all of their Roth IRAs together to determine the tax treatment and taxable amount, if any, of distributions and payments from Roth IRAs, the issuer of any Roth IRA contract generally reports on IRS Form

1099-R

only the amount of distributions and payments it makes for the year as “taxable amount not determined.” It is your responsibility to calculate on your tax return the

tax-free,

contribution recovery, or taxable income amounts as applicable.

As discussed earlier in this Prospectus, traditional IRAs are subject to required minimum distribution rules which require that amounts begin to be distributed in a prescribed manner from the IRA after the owner attains the applicable RMD age. These rules also require distributions after the owner’s death. No distributions are required to be made from Roth IRAs until after the Roth IRA owner’s death, but then the required minimum distribution rules apply.

As in the case of a traditional IRA, borrowing and loans are prohibited transactions for a Roth IRA.

Tax withholding and information reporting

Status for income tax purposes; FATCA.

In order for us to comply with income tax withholding and information reporting rules which may apply to annuity contracts and tax-qualified plans, we request documentation of “status” for tax purposes. “Status” for tax purposes generally means whether a person is a “U.S. person” or a foreign person with respect to the United States; whether a person is an individual or an entity, and if an entity, the type of entity. Status for tax purposes is best documented on the appropriate IRS Form or substitute certification form (IRS Form W-9 for a U.S. person or the appropriate type of IRS Form W-8 for a foreign person). If we do not have appropriate certification or documentation of a person’s status for tax purposes on file, it could affect the rate at which we are required to withhold income tax, and penalties could apply. Information reporting rules could apply not only to specified transactions, but also to contract ownership. For example, under the Foreign Account Tax Compliance Act (“FATCA”), which applies to certain U.S.-source payments, and similar or related withholding and information reporting rules, we may be required to report contract values and other information for certain contract holders. For this reason, we and our affiliates intend to require appropriate status documentation at purchase, change of ownership, and affected payment transactions, including death benefit payments. FATCA and its related guidance is extraordinarily complex and its effect varies considerably by type of payor, type of payee and type of recipient.

Tax Withholding.

We must withhold federal income tax from distributions from annuity contracts and specified tax-favored savings or retirement plans or arrangements. You may be able to elect out of this income tax withholding in some cases. Generally, we do not have to withhold if your distributions are not taxable. The rate of withholding required depends on the type of distribution and, in certain cases, the amount of a distribution. Any income tax withheld is a credit against your income tax liability. If you do not have sufficient income tax withheld or do not make sufficient estimated income tax payments, you may incur penalties under the estimated income tax rules.

Note that we are required to withhold on the gross amount of a distribution from a Roth IRA to the extent it is reasonable for us to believe that a distribution is includable in your gross income. This may result in tax being withheld even though the Roth IRA distribution is ultimately not taxable. You may elect out of withholding as described below.

You must file your request not to withhold in writing before the payment or distribution is made. Our Processing Office will provide forms for this purpose. You cannot elect out of withholding unless you provide us with your correct Taxpayer Identification Number and a United States residence address. You cannot elect out of withholding if we are sending the payment out of the United States. We might have to withhold and/or report on amounts we pay under a free look or cancellation.

Special withholding rules apply to United States citizens residing outside of the United States, foreign recipients, and certain U. S. entity recipients which are treated as foreign because they fail to document their U.S. status before payment is made. We do not discuss these rules here in detail. However, we may require additional documentation in the case of payments made to United States persons living abroad and non-United States persons (including U.S. entities treated as foreign) prior to processing any requested transaction.

Certain states have indicated that state income tax withholding will also apply to payments from the contracts made to residents. Generally, an election out of federal withholding will also be considered an election out of state withholding. In some states, you may elect out of state withholding, even if federal withholding applies. In some states, the income tax withholding is completely independent of federal income tax withholding. If you need more information concerning a particular state or any required forms, call our Processing Office at their toll-free number.

If you are receiving periodic and/or

non-periodic

payments, you will be notified of the withholding requirements and of your right to make withholding elections.

Federal income tax withholding on periodic annuity payments

Federal tax rules require payers to withhold differently on “periodic” and “nonperiodic” payments. Payers are to withhold from periodic annuity payments as if the payments were wages. For a periodic annuity payment, for example, the annuity contract owner’s withholding depends on what the owner specifies on a Form W-4P. If the owner fails to provide a correct Taxpayer Identification Number, withholding at the highest rate applies.

A contract owner’s withholding election remains effective unless and until the owner revokes it. The contract owner may revoke or change a withholding election at any time.

Federal income tax withholding on

non-periodic

annuity payments (withdrawals)

Non-periodic

distributions include partial withdrawals, total surrenders and death benefits. Unless the annuity contract owner elects a different rate on a Form W-4R, payers generally withhold federal income tax at a flat 10% rate from (i) the taxable amount in the case of nonqualified contracts, and (ii) the payment amount in the case of traditional IRAs and Roth IRAs where it is reasonable to assume an amount is includable in gross income.

More information

About the non-unitized separate account for the fixed maturity options

Investments.

Under New York Insurance law, the portion of the separate account assets equal to the reserves and other contract liabilities relating to the contracts are not chargeable with liabilities from any other business we may conduct. We own the assets of the separate account, as well as any favorable investment performance on those assets. You do not participate in the performance of the assets held in this separate account. We may, subject to state law which applies, transfer all assets allocated to the separate account to our general account. Also, we may, at our sole discretion, invest separate account assets in any investment permitted by applicable law. We guarantee all benefits relating to your account value in the fixed maturity options regardless of whether assets supporting fixed maturity options are held in a separate account or our general account.

Our current plans are to invest in fixed-income obligations, including corporate bonds, mortgage-backed and asset-backed securities and government and agency issues having durations in the aggregate consistent with those of the fixed maturity options.

Although the above generally describes our plans for investing the assets supporting our obligations under the fixed maturity options, we are not obligated to invest those assets according to any particular plan except as we may be required to by state insurance laws. We will not determine the rates to maturity we establish by the performance of the non-unitized separate account.

The non-unitized separate account is not registered as an investment company under the Investment Company Act of 1940.

About our general account

Our general obligations and any guaranteed benefits under the contract are supported by the Company’s general account and are subject to the Company’s claims paying ability. Assets in the general account are not segregated for the exclusive benefit of any particular contract or obligation. General account assets are also available to the insurer’s general creditors and the conduct of its routine business activities, such as the payment of salaries, rent and other ordinary business expenses. For more information about the Company’s financial strength, you may review its financial statements and/or check its current rating with one or more of the independent sources that rate insurance companies for their financial strength and stability. Such ratings are subject to change. You may also speak with your financial representative.

The general account is subject to regulation and supervision by the New York State Department of Financial Services and

to the insurance laws and regulations of all jurisdictions where we are authorized to do business. Interests under the contracts in the general account have not been registered and are not required to be registered under the Securities Act of 1933 because of exemptions and exclusionary provisions that apply. The general account is not required to register as an investment company under the Investment Company Act of 1940 and it is not registered as an investment company under the Investment Company Act of 1940. Disclosures regarding the general account, however, may be subject to certain generally applicable provisions of the federal securities laws relating to the accuracy and completeness of statements made in prospectuses.

The market value adjustment interests under the contracts, which are held in a separate account, are issued by the Company and are registered under the Securities Act of 1933. The contract is a “covered security” under the federal securities laws.

Other methods of payment

Wire transmittals

We accept initial contributions sent by wire to our Processing Office by agreement with certain broker-dealers. The transmittals must be accompanied by information we require to allocate your contribution. Wire orders not accompanied by complete information may be retained as described under “How you can make your contributions” in “Other benefits and features of the contracts”.

Even if we accept the wire order and essential information, a contract generally will not be issued until we receive and accept a properly completed application. In certain cases we may issue a contract based on information forwarded electronically. Where we require a signed application, no financial transactions will be permitted until we receive the signed application and have issued the contract.

After your contract has been issued, additional contributions under the life annuity with a period certain contract may be transmitted by wire.

About payments under period certain contracts

The following example illustrates a

ten-year

level stream of annual payments, each in the amount of $10,000, purchased on February 17, 2026 with the first payment on February 15, 2027. To achieve this result, a single contribution of $85,090.80 is required, and is allocated among the fixed maturity options as indicated below.


February 15th of Calendar Year	Payment	Price per $100 of Maturity Value	Allocation of Contribution
2027	$10,000	$97.06	$ 9,705.62
2028	$10,000	$94.18	$ 9,418.36


February 15th of Calendar Year	Payment	Price per $100 of Maturity Value	Allocation of Contribution
2029	$10,000	$91.39	$ 9,138.85
2030	$10,000	$88.68	$ 8,868.37
2031	$10,000	$86.06	$ 8,605.89
2032	$10,000	$83.51	$ 8,351.18
2033	$10,000	$81.03	$ 8,103.34
2034	$10,000	$78.64	$ 7,863.50
2035	$10,000	$76.31	$ 7,630.76
2036	$10,000	$74.05	$ 7,404.91
		Total	$85,090.80

Dates and prices at which contract events occur

Business Day

Our “business day” is generally any day the New York Stock Exchange (“NYSE”) is open for regular trading and generally ends at 4:00 p.m. Eastern Time (or as of an earlier close of regular trading). A business day does not include a day on which we are not open due to emergency conditions determined by the SEC. We may also close early due to such emergency conditions. Contributions will be applied and any other transaction requests will be processed when they are received along with all the required information unless another date applies as indicated below.

•

If your contribution or any other transaction request containing all the required information reaches us on any of the following, we will use the next business day:

—

on a

non-business

day;

—

after 4:00 p.m. Eastern Time on a business day; or

—

after an early close of regular trading on the NYSE on a business day.

Contributions

•

Contributions allocated to the fixed maturity options will receive the rate to maturity in effect for that fixed maturity option on that business day.

•

Contributions allocated to the separate account to provide for payments off maturity dates will receive the interest rate in effect on that business day or the same rate as the rate to maturity that applied to the expired fixed maturity option.

•

Contributions allocated to the life contingent annuity will be invested at the purchase rates in effect on that business day. If you are purchasing the Income Manager

(life with a period certain) option in connection with your guaranteed minimum income benefit under certain contracts, you should note that the purchase rates used are more conservative (and therefore your payments may be smaller) than those we use for other Income Manager

contracts.

Statutory compliance

We have the right to change your contract without the consent of any other person in order to comply with any laws and regulations that apply, including but not limited to changes in the Internal Revenue Code, in Treasury Regulations or in published rulings of the Internal Revenue Service and in Department of Labor regulations.

Any change in your contract must be in writing and made by an authorized officer of the Company. We will provide notice of any contract change.

The benefits under your contract will not be less than the minimum benefits required by any state law that applies.

About legal proceedings

The Company and its affiliates are parties to various legal proceedings. In our view, none of these proceedings is likely to have a material adverse effect upon our obligations under the contracts, or the distribution of the contracts.

Financial statements

The financial statements and supplemental schedules of the Company are incorporated by reference in the Statement of Additional Information. They should be considered only as they relate to our ability to meet our obligations under the Contract. Instructions on how to obtain the Statement of Additional Information are included on the back cover page

Transfers of ownership, collateral assignments, loans, and borrowing

The contracts may not be assigned except through surrender to us. They may not be borrowed against or used as collateral for a loan or other obligation.

Distribution of the contracts

The contracts are distributed by both Equitable Advisors, LLC (Equitable Financial Advisors in MI and TN), (“Equitable Advisors”) and Equitable Distributors, LLC (“Equitable Distributors”) (together, the “Distributors”). The Distributors serve as principal underwriters of Separate Account No. 49. The offering of the contracts is intended to be continuous.

Equitable Advisors is an affiliate of the Company, and Equitable Distributors is a wholly owned subsidiary of Equitable Financial. The Distributors are under the common control of Equitable Holdings, Inc. Their principal business address is 1345 Avenue of the Americas, New York, NY 10105. The Distributors are registered with the SEC as broker-dealers and are members of the Financial Industry Regulatory Authority, Inc. (“FINRA”). Both broker-dealers also act as distributors for other life and annuity products we issue.

The contracts are sold by financial professionals of Equitable Advisors and its affiliates. The contracts are also sold by financial professionals of unaffiliated broker-dealers that have entered into selling agreements with Equitable Distributors (“Selling broker-dealers”).

The Company pays compensation to both Distributors based on contracts sold. The Company may also make additional payments to the Distributors, and the Distributors may, in turn, make additional payments to certain Selling broker-dealers. All payments will be in compliance with all applicable FINRA rules and other laws and regulations.

Although the Company takes into account all of its distribution and other costs in establishing the level of fees and charges under its contracts, none of the compensation paid to the Distributors or the Selling broker-dealers discussed in this section of the Prospectus are imposed as separate fees or charges under your contract. The Company, however, intends to recoup amounts it pays for distribution and other services through the fees and charges of the contract. For information about the fees and charges under the contract, see “Fee table” and “Charges and expenses”.

Equitable Advisors Compensation.

The Company pays compensation to Equitable Advisors based on contributions made on the contracts sold through Equitable Advisors (“contribution-based compensation”). The contribution-based compensation will generally not exceed 8.50% of total contributions. Equitable Advisors, in turn, may pay a portion of the contribution-based compensation received from the Company to the Equitable Advisors financial professional and/or the Selling broker-dealer making the sale. In some instances, a financial professional or a Selling broker-dealer may elect to receive reduced contribution-based compensation on a contract in combination with ongoing annual compensation based on a percentage of the account value of the contract sold (“asset-based compensation”). Total compensation paid to a financial professional or a Selling broker-dealer electing to receive both contribution-based and asset-based compensation could, over time, exceed the total compensation that would otherwise be paid on the basis of contributions alone. The compensation paid by Equitable Advisors varies among financial professionals and among Selling broker-dealers. Equitable Advisors also pays a portion of the compensation it receives to its managerial personnel.

Equitable Advisors financial professionals and managerial personnel may also receive other types of compensation including service fees, expense allowance payments and health and retirement benefits. Equitable Advisors also pays its financial professionals, managerial personnel and Selling broker-dealers sales bonuses (based on selling certain products during specified periods) and persistency bonuses. Equitable Advisors may offer sales incentive programs to financial professionals and Selling broker-dealers who meet specified production levels for the sales of both the Company’s contracts and contracts offered by other companies. These incentives provide

non-cash

compensation such as stock options awards and/or stock appreciation rights, expense-paid trips, expense-paid education seminars and merchandise.

When a contract is sold by a Selling broker-dealer, the Selling broker-dealer, not Equitable Advisors, determines the compensation paid to the Selling broker-dealer’s financial

professional for the sale of the contract. Therefore, you should contact your financial professional for information about the compensation he or she receives and any related incentives, as described immediately below.

Differential compensation.

In connection with the sale of the Company products, Equitable Advisors may pay its financial professionals and managerial personnel a greater percentage of contribution-based compensation and/or asset-based compensation for the sale of our contract than it pays for the sale of a contract or other financial product issued by a company other than us. This practice is known as providing “differential compensation.” Differential compensation may involve other forms of compensation to Equitable Advisors personnel. Certain components of the compensation paid to managerial personnel are based on whether the sales involve the Company’s contracts. Managers earn higher compensation (and credits toward awards and bonuses) if the financial professionals they manage sell a higher percentage of the Company’s contracts than products issued by other companies. Other forms of compensation provided to its financial professionals and/or managerial personnel include health and retirement benefits, expense reimbursements, marketing allowances and contribution-based payments, known as “overrides.” For tax reasons, Equitable Advisors financial professionals qualify for health and retirement benefits based solely on their sales of the Company’s contracts and products sponsored by affiliates.

The fact that Equitable Advisors financial professionals receive differential compensation and additional payments may provide an incentive for those financial professionals to recommend our contract over a contract or other financial product issued by a company not affiliated with the Company. However, under applicable rules of FINRA and other federal and state regulatory authorities, Equitable Advisors financial professionals may only recommend to you products that they reasonably believe are suitable for you and, for certain accounts depending on applicable rules, that are in your best interest, based on the facts that you have disclosed as to your other security holdings, financial situation and needs. In making any recommendation, financial professionals of Equitable Advisors may nonetheless face conflicts of interest because of the differences in compensation from one product category to another, and because of differences in compensation among products in the same category. For more information, contact your financial professional.

Equitable Distributors Compensation.

The Company pays contribution-based and asset-based compensation (together “compensation”) to Equitable Distributors. Contribution-based compensation is paid based on the Company’s contracts sold through Equitable Distributors’ Selling broker-dealers. Asset-based compensation is paid based on the aggregate account value of contracts sold through certain of Equitable Distributors’ Selling broker-dealers. Contribution-based compensation will generally not exceed 5.00% of the total contributions made under the contracts. Equitable Distributors, in turn, pays the contribution-based compensation it receives on the sale of

a contract to the Selling broker-dealer making the sale. In some instances, the Selling broker-dealer may elect to receive reduced contribution-based compensation on the sale of the contract in combination with annual asset-based compensation based on a percentage of the account value of the contract sold. If a Selling broker-dealer elects to receive reduced contribution-based compensation on a contract, the contribution-based compensation which the Company pays to Equitable Distributors will be reduced by the same amount, and the Company will pay Equitable Distributors asset-based compensation on the contract equal to the asset-based compensation which Equitable Distributors pays to the Selling broker-dealer. Total compensation paid to a Selling broker-dealer electing to receive both contribution-based and asset-based compensation could, over time, exceed the total compensation that would otherwise be paid on the basis of contributions alone. The contribution-based and asset-based compensation paid by Equitable Distributors varies among Selling broker-dealers.

The Selling broker-dealer, not Equitable Distributors, determines the amount and type of compensation paid to the Selling broker-dealer’s financial professional for the sale of the contract. Therefore, you should contact your financial professional for information about the compensation he or she receives and any related incentives, such as differential compensation paid for various products.

The Company also pays Equitable Distributors compensation to cover its operating expenses and marketing services under the terms of the Company’s distribution agreements with Equitable Distributors.

Additional payments by Equitable Distributors to Selling broker-dealers.

Equitable Distributors may pay, out of its assets, certain Selling broker-dealers and other financial intermediaries additional compensation in recognition of services provided or expenses incurred. Equitable Distributors may also pay certain Selling broker-dealers or other financial intermediaries additional compensation for enhanced marketing opportunities and other services (commonly referred to as “marketing allowances”). Services for which such payments are made may include, but are not limited to, the preferred placement of the Company’s products on a company and/or product list; sales personnel training; product training; business reporting; technological support; due diligence and related costs; advertising, marketing and related services; conference; and/or other support services, including some that may benefit the contract owner. Payments may be based on the aggregate account value attributable to contracts sold through a Selling broker-dealer or such payments may be a fixed amount. Equitable Distributors may also make fixed payments to Selling broker-dealers, for example in connection with the initiation of a new relationship or the introduction of a new product.

Additionally, as an incentive for the financial professionals of Selling broker-dealers to promote the sale of the Company’s products, Equitable Distributors may increase the sales compensation paid to the Selling broker-dealer for a period of time (commonly referred to as “compensation enhancements”).

These additional payments may serve as an incentive for Selling broker-dealers to promote the sale of the Company’s contracts over contracts and other products issued by other companies. Not all Selling broker-dealers receive additional payments, and the payments vary among Selling broker-dealers. The list below includes the names of Selling broker-dealers that we are aware (as of December 31, 2025) received additional payments. These additional payments ranged from

$107.81 to $10,223,322.39. The Company and its affiliates may also have other business relationships with Selling broker-dealers, which may provide an incentive for the Selling broker-dealers to promote the sale of the Company’s contracts over contracts and other products issued by other companies. The list below includes any such Selling broker-dealer. For more information, ask your financial professional.

AAG Capital Inc., AE Financial Services, LLC, Allstate Financial Services, LLC, Ameriprise Financial Services, LLC, Aretec Group Inc., Ausdal Financial Partners, Inc., Cabot Lodge Securities, LLC, Cadaret, Grant & Co., Inc., Cambridge Investment Research, Centaurus Financial, Inc., Citigroup Global Markets, Inc., Citizens Investment Services, Commonwealth Financial Network, Copper Financial Network, LLC, CUSO Financial Services, L.P., DPL Financial Partners, Equity Services Inc., Farmers Financial Solution LLC, FIDX Markets LLC, First Horizon Advisors, Inc., Flourish Financial LLC, Geneos Wealth Management Inc., Gradient Securities, LLC, Grove Point Investments LLC, GWN Securities, Inc., Halo Securities LLC, Harbour Investments, Inc., Hornor Townsend & Kent, LLC, Independent Financial Group LLC, James T. Borello & Co., Janney Montgomery Scott LLC, J.W. Cole Financial, Inc., Kestra Investment Services LLC, Key Investment Services LLC, Kovack Securities Inc., Lincoln Investment Planning, Lion Street Financial LLC, LPL Financial Corporation, Madison Avenue Securities, LLC, MML Investors Services, LLC, Morgan Stanley Smith Barney, Mutual of Omaha Investor Services Inc., NEXT Financial Group, Inc., OneAmerica Securities Inc., Osaic Institutions, Inc., Osaic Wealth, Inc., Park Avenue Securities, LLC, PlanMember Securities Corp., PNC Investments, LLC, Primerica Financial Services, Inc., Principal Securities, Inc., Pruco Securities, LLC, Purshe Kaplan Sterling Investments, Inc., Raymond James & Associates Inc., RBC Capital Markets Corporation, RetireOne Investment Services, LLC, Santander Securities Corporation, SCF Securities, Inc., The Huntington Investment Company, The Leaders Group, Inc., Thrivent Investment Management Inc., UBS Financial Services Inc., U.S. Bancorp Advisors, LLC, U.S. Bancorp Investments, Inc., Valmark Securities Inc., Wells Fargo Advisors, LLC, Western International Securities, Inc., World Equity Goup, Inc.

Appendix: Investment options available under the contract

Fixed Maturity Options

The following is a list of Fixed Maturity Options currently available under the contract. We may change the features of the Fixed Maturity Options listed below, offer new Fixed Maturity Options, and terminate existing Fixed Maturity Options. We will provide you with written notice before doing so.

Note:

If amounts are removed from a

ixed

aturity

ption before the end of its term, we may apply a market value adjustment. This may result in a significant reduction in your

contract

value and your annuity payments and may shorten the period certain.


Name	Term	Minimum Guaranteed Rate of Interest
Fixed Maturity Options	1 year to 15 years		3	%
Separate Account (not in Fixed Maturity Options)*	No fixed term		3	%

*	The separate account is not an investment option you can allocate to.

For more information, please see “Fixed maturity options” and “Off maturity date payments” under “What are your investments under the contract?” under “Purchasing the contract and contract features” and “Market value adjustments” under “Charges and adjustments.”


	Hypothetical assumed rate to maturity (“j” in the calculations below) February 15 (4 years later)
	2.00%			6.00%

As of February 15 before withdrawal
(1) Market adjusted amount^(b)	$	126,428		$	108,386
(2) Fixed maturity amount^(c)	$	116,973		$	116,973
(3) Market value adjustment: (1) – (2)	$	9,454		$	(8,587	)

On February 15 after $5,000 withdrawal
(4) Portion of market value adjustment associated with the withdrawal: (3) x [$5,000/(1)]	$	374		$	(396	)
(5) Portion of fixed maturity amount associated with the withdrawal: $5,000 –(4)	$	4,626		$	5,396
(6) Market adjusted amount: (1) -$5,000	$	121,428		$	103,386
(7a) Fixed maturity amount after withdrawal charges but before market value adjustment: (2) - $5,000	$	111,973		$	111,973
(7b) Fixed maturity amount after withdrawal charges and market value adjustment: (7a) + (4)	$	112,347		$	111,577
(8) Maturity value^(d)	$	131,444		$	130,544
(9) Percentage change in fixed maturity amount [(7b) – (7a)] / (7a)		0.33	%		(0.35	%)
(10) Annuity payment amount before the withdrawal and market value adjustment	$	6,075		$	6,705
(11) Remaining period certain before the withdrawal and market value adjustment		4			4
(12) Annuity payment amount after the withdrawal and market value adjustment	$	5,549		$	4,485
(13) Remaining period certain after the withdrawal and market value adjustment		3			3


Maturity value	=	$136,857	where j is either 2% or 6%
(1+j)^(D/365)		(1+j)^(1,461/365)

(c) Fixed maturity amount is based on the following calculation:
Maturity value	=	$136,857
(1+h)^(D/365)		(1+0.04)^(1,461/365)

(d) Maturity value is based on the following calculation:

Fixed maturity amount x (1+h)^(D/365) = ($112,347 or $111,577) x (1+0.04)^(1,461/365)


NAME AND PRINCIPAL BUSINESS ADDRESS		POSITIONS AND OFFICES WITH THE INSURANCE COMPANY

DIRECTORS

Douglas A. Dachille		Director
Legacy Liability Solutions, LLC
161 N. Clark Street
Chicago, IL 60602

Francis Hondal		Director
10050 W. Suburban Drive
Pinecrest, FL 33156

Arlene Isaacs-Lowe		Director
1830 South Ocean Drive, #1411
Hallandale, FL 33009

Daniel G. Kaye		Director
767 Quail Run
Inverness, IL 60067

Joan Lamm-Tennant		Director
846 9th Ave. S.
Naples, FL 34102

Craig MacKay		Director
England & Company
1133 Avenue of the Americas
Suite 2719
New York, NY 10036

Bertram L. Scott		Director
3601 Hampton Manor Drive
Charlotte, NC 28226

George Stansfield		Director
AXA
25, Avenue Matignon
75008 Paris, France

Charles G.T. Stonehill		Director
Founding Partner
Green & Blue Advisors
525 Park Avenue, 8D
New York, NY 10065

OFFICER-DIRECTOR

*Mark Pearson		Director and Chief Executive Officer

OTHER OFFICERS

*Nicholas B. Lane		President

*Kurt W. Meyers		Chief Legal Officer and Secretary

*Jeffrey J. Hurd		Chief Operating Officer


*Robin M. Raju		Chief Financial Officer

*Michael B. Healy		Chief Information Officer

*Nicholas Huth		Chief Compliance Officer

*William Eckert		Chief Accounting Officer

*David W. Karr		Signatory Officer

*Erik Bass		Chief Strategy Officer

*Mary Jean Bonadonna		Signatory Officer

*Nicholas Chan		Deputy Treasurer

*Eric Colby		Signatory Officer

*Glen Gardner		Chief Investment Officer

*Kenneth Kozlowski		Signatory Officer

*Carol Macaluso		Signatory Officer

*James Mellin		Signatory Officer

*Hillary Menard		Signatory Officer

*Ralph Petruzzo		Deputy General Counsel, Assistant Secretary and Signatory Officer

*Maryanne (Masha) Mousserie		Signatory Officer

*Prabha (“Mary”) Ng		Chief Information Security Officer

*Antonio Di Caro		Signatory Officer


*Dorothy (Jean) Kelley		Signatory Officer

*Stephen Scanlon		Signatory Officer

*Samuel Schwartz		Signatory Officer

*Stephanie Shields		Signatory Officer

*Joseph M. Spagnuolo		Signatory Officer

*Qi Ning (“Peter”) Tian		Treasurer

*Gina Tyler		Chief Communications Officer

*David Ward		Head of Government Relations and Signatory Officer

*Xu (“Vincent”) Xuan		Head of Life Insurance and Signatory Officer, Appointed Actuary

*Yun (“Julia”) Zhang		Chief Risk Officer


REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 POST-EFFECTIVE AMENDMENT NO. 4		☒ ☒


NAME AND PRINCIPAL BUSINESS ADDRESS		POSITIONS AND OFFICES WITH UNDERWRITER

*David Karr		Director, Chairman of the Board and Chief Executive Officer

*Nicholas B. Lane		Director

*Frank Massa		Director and President

*Yun (“Julia”) Zhang		Director

*Ralph E. Browning, II		Chief Privacy Officer

*Mary Jean Bonadonna		Chief Risk Officer

*Patricia Boylan		Chief Compliance Officer, Broker Dealer and Registered Investment Advisor

*Yun (“Julia”) Zhang		Director, Senior Vice President and Treasurer

*Nia Dalley		Vice President and Chief Conflicts Officer

*Brett Esselburn		Vice President, Investment Sales and Financial Planning

*Gina Jones		Vice President and Financial Crime Officer

*Tracy Zimmerer		Vice President, Principal Operations Officer

*Sean Donovan		Assistant Vice President

*Alan Gradzki		Assistant Vice President

*Janie Smith		Assistant Vice President

*James Mellin		Chief Sales Officer


*Candace Scappator		Assistant Vice President, Controller and Principal Financial Officer

*Prabha (“Mary”) Ng		Chief Information Security Officer

*Alfred Ayensu-Ghartey		Vice President

*Joshua Katz		Vice President

*Dustin Long		Vice President

*Sean George		Head of Business Development, Equitable Advisors

*Christian Cannon		President and General Counsel

*Paul Scott Peterson		Vice President, Assistant Treasurer and Signatory Officer

*Samuel Schwartz		Vice President

*Dennis Sullivan		Vice President

*Qi Ning (“Peter”) Tian		Director, Senior Vice President, Treasurer and Signatory Officer

*Greg Boosin		Vice President

*Seung Hee (“Stella”) Lee		Secretary

*Christine Medy		Assistant Secretary

*Francesca Divone		Assistant Secretary



*Fred Makonnen		Group Retirement, National Sales Manager and Signatory Officer

*Arielle D’ Auguste		Signatory Officer and General Counsel

*Christopher LaRussa		Chief Compliance Officer

*Candace Scappator		Signatory Officer, Chief Financial Officer, Principal Financial Officer and Principal Operations Officer

*Gina Jones		Signatory Officer and Financial Crime Officer

*Yun (“Julia”) Zhang		Signatory Officer and Chief Risk Officer

*Francesca Divone		Secretary

*Stephen Scanlon		Director, Head of Individual Retirement and Signatory Officer

*Prabha (“Mary”) Ng		Signatory Officer and Chief Information Security Officer

*Seung Hee (“Stella”) Lee		Assistant Secretary

*Christine Medy		Assistant Secretary


Name of Principal Underwriter	Net Underwriting Discounts	Compensation on Redemption	Brokerage Commission	Other Compensation
Equitable Advisors, LLC	N/A	$0	$0	$0
Equitable Distributors, LLC	N/A	$0	$0	$0


Name of the Contract	Number of Contracts Outstanding		Total value attributable to the Index- Linked Option and/or Fixed Option subject to a Contract Adjustment		Number of Contracts sold during the prior calendar year		Gross premiums received during the prior calendar year		Amount of Contract value redeemed during the prior calendar year		Combination Contract (Yes/No)
Income Manager		8,036	$	626,418,496.04		488	$	37,170,059.44	$	103,016,809.28	No


Equitable Financial Life Insurance Company
		(Insurance Company)

By:		/s/ Alfred Ayensu-Ghartey
		Alfred Ayensu-Ghartey Vice President and Associate General Counsel


PRINCIPAL EXECUTIVE OFFICER:

*Mark Pearson		Chief Executive Officer and Director

PRINCIPAL FINANCIAL OFFICER:

*Robin Raju		Chief Financial Officer

PRINCIPAL ACCOUNTING OFFICER:

*William Eckert		Chief Accounting Officer


*By:		/s/ Alfred Ayensu-Ghartey
		Alfred Ayensu-Ghartey
		Attorney-in-Fact

April 23, 2026