SEC Requires Non-Variable Annuities to Register on Form N-4

The SEC adopted final amendments to provide a tailored form to register the "offering[s] of registered index-linked annuities (RILAs) and registered market value adjustment annuities (registered MVA annuities, and collectively with RILAs, non-variable annuities)." (See related coverage.)

In an accompanying fact sheet, the SEC said that the rule and form amendments would:

• "[r]equire offerings of RILAs and registered MVA annuities to be registered on Form N-4;
• [p]rovide investors with tailored disclosures and key information about these complex products;
• [m]odernize and enhance the registration, filing, and disclosure framework for non-variable annuities;
• [a]pply a current Commission rule—which provides guidance as to when sales literature is materially misleading—to non-variable annuity advertisements and sales literature; and
• [u]pdate the form for all offerings, including those of variable annuities, and make technical amendments to other insurance product registration forms."

The SEC said that the rule amendments bring non-variable annuity issuers more in line with issuers of variable annuities by requiring them (i) to follow the same rules to update their registration statements and to file prospectuses that currently apply to issuers of variable annuities and (ii) to comply with Securities Act Rule 156 ("Investment company sales literature"), which provides guidance as to when sales literature is materially misleading. Certain of the SEC rule amendments will also apply to issuers of variable annuities. 

The amendments become effective 60 days after publication in the Federal Register. The compliance date for most final amendments to Form N-4 and for the related rule and form amendments will be May 1, 2026. The compliance date for Rule 156 is the effective date.