| UNITED STATES SECURITIES AND EXCHANGE COMMISSION | ||
| Washington, D.C. 20549 | ||
FORM N-CSR | ||
| CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES | ||
| Investment Company Act file number: | (811-05346) |
| Exact name of registrant as specified in charter: | Putnam Variable Trust |
| Address of principal executive offices: | 100 Federal Street, Boston, Massachusetts 02110 |
| Name and address of agent for service: | Stephen Tate, Vice President 100 Federal Street Boston, Massachusetts 02110 |
| Copy to: | Bryan Chegwidden, Esq. Ropes & Gray LLP 1211 Avenue of the Americas New York, New York 10036 |
| James E. Thomas, Esq. Ropes & Gray LLP 800 Boylston Street Boston, Massachusetts 02199 |
| Registrant’s telephone number, including area code: | (617) 292-1000 |
| Date of fiscal year end: | December 31, 2023 |
| Date of reporting period: | January 1 , 2023 – December 31, 2023 |
Item 1. Report to Stockholders: |
| The following is a copy of the report transmitted to stockholders pursuant to Rule 30e-1 under the Investment Company Act of 1940: | |||
Message from the Trustees
February 7, 2024
Dear Shareholder:
With the new year comes new beginnings. We are pleased to report that on January 1, 2024, Franklin Resources, Inc., a leading global asset management firm operating as Franklin Templeton, acquired Putnam Investments.
With complementary capabilities and an established infrastructure serving over 150 countries, Franklin Templeton enhances Putnam’s investment, risk management, operations, and technology platforms. Together, our firms are committed to delivering strong fund performance and more choices for our investors.
As we enter this new chapter, you can rest assured that your fund continues to be actively managed by the same experienced professionals. Your investment team is exploring new and attractive opportunities for your fund, while monitoring changing market conditions. The following pages provide an update on your fund.
Thank you for investing with Putnam.
Performance summary (as of 12/31/23)
Investment objective
Capital appreciation
Net asset value December 31, 2023
| Class IA: $14.04 | Class IB: $13.48 |
Annualized total return at net asset value (as of 12/31/23)
| Class IA shares | Class IB shares | Russell 1000 | ||||
| (2/1/00) | (2/1/00) | Growth Index | ||||
| 1 year | 44.89% | 44.47% | 42.68% | |||
| 5 years | 18.80 | 18.49 | 19.50 | |||
| 10 years | 14.68 | 14.39 | 14.86 | |||
| Life of fund | 5.47 | 5.21 | 7.09 | |||
For a portion of the periods, the fund had expense limitations, without which returns would have been lower.
The Russell 1000® Growth Index is an unmanaged index of those companies in the large-cap Russell 1000 Index chosen for their growth orientation.
Frank Russell Company is the source and owner of the trademarks, service marks, and copyrights related to the Russell Indexes. Russell® is a trademark of Frank Russell Company.
Data represent past performance. Past performance does not guarantee future results. More recent returns may be less or more than those shown. Investment return and principal value will fluctuate, and you may have a gain or a loss when you sell your shares. Performance information does not reflect any deduction for taxes a shareholder may owe on fund distributions or on the redemption of fund shares. All total return figures are at net asset value and exclude contract charges and expenses, which are added to the variable annuity contracts to determine total return at unit value. Had these charges and expenses been reflected, performance would have been lower. For more recent performance, contact your variable annuity provider who can provide you with performance that reflects the charges and expenses at your contract level.
Allocations are shown as a percentage of the fund’s net assets. Cash and net other assets, if any, represent the market value weights of cash, derivatives, short-term securities, and other unclassified assets in the portfolio. Summary information may differ from the portfolio schedule included in the financial statements due to the inclusion of derivative securities, any interest accruals, the exclusion of as-of trades, if any, the use of different classifications of securities for presentation purposes, and rounding. Holdings and allocations may vary over time. Due to rounding, percentages may not equal 100%.
| Putnam VT Large Cap Growth Fund 1 | |
Report from your fund’s managers
How was the investing environment during the 12-month reporting period ended December 31, 2023?
It was a period of strong performance for stocks, and especially for U.S. large-cap growth stocks. The Russell 1000 Growth Index recovered considerably from its drawdown in calendar 2022 and delivered a gain of nearly 43% for calendar 2023. All three major equity indexes recorded double-digit returns for calendar 2023. Despite the performance strength, stocks were challenged by some macroeconomic issues during the period. One of the biggest headwinds for investors was historically high inflation and the efforts by the Federal Reserve to tame it.
Market volatility dominated in the first half of calendar 2023, although emerging signs of easing inflation helped lift investor sentiment and stocks. In the second half of the period, data showed inflation continuing to ease. The Fed took a pause on tightening at its June meeting, raised rates in July, and held them steady at meetings in September through December. Dovish comments by policymakers fueled a rally in stocks, and in the final three months of the period, stocks approached record highs amid optimism that the Fed would begin cutting interest rates in calendar 2024.
How did Putnam VT Large Cap Growth Fund perform during the reporting period?
For the 12-month period, the fund’s IA shares returned 44.89%, outperforming the fund’s benchmark, the Russell 1000 Growth Index, which returned 42.68%.
Could you discuss some stocks that helped the fund’s performance relative to the fund’s benchmark during the reporting period?
An overweight position in NVIDIA was the top contributor to benchmark-relative performance. NVIDIA produces graphics processing units [GPUs] that are used for gaming and entertainment as well as for artificial intelligence [AI]. NVIDIA is currently one of the few suppliers of the GPUs needed to run generative AI. We believe the company will continue to benefit from growth in generative AI, which is advancing at a remarkable pace and leverages massive computing power.
Another top contributor was Palo Alto Networks, a cybersecurity company that specializes in advanced firewalls and cloud-based products. We believe this company has the most complete array of cloud assets among firewall-centric vendors. Additionally, we believe the shift toward high-growth recurring revenues, driven by Palo Alto’s suite of next-generation security products, will lead to a higher-quality business over time.
What were some stocks that detracted from the fund’s benchmark-relative performance during the reporting period?
Nike was among the top detractors. The stock declined in the final few months of the period due to management’s commentary on soft macroeconomic environments in China, Europe, and to a lesser extent, North America. This resulted in lower top-line growth expectations for the full year. Declining revenue from China, combined with supply chain issues over the past two years, has weighed on total company margins. We are uncertain when the China recovery will take root, but as it returns to growth, and logistics issues are ironed out, we believe margins can return to the 15% level that the company has historically achieved. Given uncertainty around timing of recovery, we reduced our position in Nike.
Danaher was also a detractor from relative fund performance. The company is a leading provider of equipment and tools for the bioprocessing market — a subset of the life sciences industry. Danaher is experiencing a longer-than-expected hangover from the pandemic. The supply chain continues to work down inventories, and we are optimistic we’ll see a return to normalized growth rates in this business at some point during 2024.
As the fund begins a new fiscal year, what is your outlook?
We anticipate a reasonably slow-growth economy as we head into 2024. However, we believe our approach — seeking durable growth companies that can outperform in a variety of market conditions — can hold up well when growth becomes more scarce. That is when we see the benefit of businesses with strong competitive positions, high barriers to entry, healthy balance sheets, and a high margin structure. Our thematic approach remains a critical part of our investment process and a distinct feature of the strategy. We continue to see exciting trends, particularly within AI, the experience economy, and cloud computing, that we believe can drive sustained growth for many businesses we own.
The foregoing information reflects our views, which are subject to change. They are not meant as investment advice. Please note that the holdings discussed in this report may not have been held by the fund for the entire period. Portfolio composition is subject to review in accordance with the fund’s investment strategy and may vary in the future.
Your fund’s managers may also manage other accounts advised by Putnam Management or an affiliate, including retail mutual fund counterparts to the funds in Putnam Variable Trust.
| 2 Putnam VT Large Cap Growth Fund | |
Understanding your fund’s expenses
As an investor in a variable annuity product that invests in a registered investment company, you pay ongoing expenses, such as management fees, distribution fees (12b-1 fees), and other expenses. Using the following information, you can estimate how these expenses affect your investment and compare them with the expenses of other funds. You may also pay one-time transaction expenses, which are not shown in this section and would result in higher total expenses. Charges and expenses at the insurance company separate account level are not reflected. For more information, see your fund’s prospectus or talk to your financial representative.
Review your fund’s expenses
The two left-hand columns of the Expenses per $1,000 table show the expenses you would have paid on a $1,000 investment in your fund from 7/1/23 to 12/31/23. They also show how much a $1,000 investment would be worth at the close of the period, assuming actual returns and expenses. To estimate the ongoing expenses you paid over the period, divide your account value by $1,000, then multiply the result by the number in the first line for the class of shares you own.
Compare your fund’s expenses with those of other funds
The two right-hand columns of the Expenses per $1,000 table show your fund’s expenses based on a $1,000 investment, assuming a hypothetical 5% annualized return. You can use this information to compare the ongoing expenses (but not transaction expenses or total costs) of investing in the fund with those of other funds. All shareholder reports of mutual funds and funds serving as variable annuity vehicles will provide this information to help you make this comparison. Please note that you cannot use this information to estimate your actual ending account balance and expenses paid during the period.
Expense ratios
| Class IA | Class IB | |
| Total annual operating expenses for the fiscal | ||
| year ended 12/31/22 | 0.66% | 0.91% |
| Annualized expense ratio for the six-month | ||
| period ended 12/31/23* | 0.65% | 0.90% |
Fiscal year expense information in this table is taken from the most recent prospectus, is subject to change, and may differ from that shown for the annualized expense ratio and in the financial highlights of this report.
Expenses are shown as a percentage of average net assets.
*Expense ratios for each class are for the fund’s most recent fiscal half year. As a result of this, ratios may differ from expense ratios based on one-year data in the financial highlights.
Expenses per $1,000
| Expenses and value for a | ||||
| Expenses and value for a | $1,000 investment, assuming | |||
| $1,000 investment, assuming | a hypothetical 5% annualized | |||
| actual returns for the | return for the 6 months | |||
| 6 months ended 12/31/23 | ended 12/31/23 | |||
| Class IA | Class IB | Class IA | Class IB | |
| Expenses paid | ||||
| per $1,000*† | $3.45 | $4.77 | $3.31 | $4.58 |
| Ending value | ||||
| (after | ||||
| expenses) | $1,102.90 | $1,101.30 | $1,021.93 | $1,020.67 |
*Expenses for each share class are calculated using the fund’s annualized expense ratio for each class, which represents the ongoing expenses as a percentage of average net assets for the six months ended 12/31/23. The expense ratio may differ for each share class.
†Expenses based on actual returns are calculated by multiplying the expense ratio by the average account value for the period; then multiplying the result by the number of days in the period (184); and then dividing that result by the number of days in the year (365). Expenses based on a hypothetical 5% return are calculated by multiplying the expense ratio by the average account value for the six-month period; then multiplying the result by the number of days in the six-month period (184); and then dividing that result by the number of days in the year (365).
| Putnam VT Large Cap Growth Fund 3 | |
Report of Independent Registered Public Accounting Firm
To the Board of Trustees of Putnam Variable Trust and Shareholders of
Putnam VT Large Cap Growth Fund:
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities, including the fund’s portfolio, of Putnam VT Large Cap Growth Fund (one of the funds constituting Putnam Variable Trust, referred to hereafter as the “Fund”) as of December 31, 2023, the related statement of operations for the year ended December 31, 2023, the statement of changes in net assets for each of the two years in the period ended December 31, 2023, including the related notes, and the financial highlights for each of the five years in the period ended December 31, 2023 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of December 31, 2023, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period ended December 31, 2023 and the financial highlights for each of the five years in the period ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of December 31, 2023 by correspondence with the custodian and transfer agent. We believe that our audits provide a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
Boston, Massachusetts
February 7, 2024
We have served as the auditor of one or more investment companies in the Putnam Funds family of funds since at least 1957. We have not been able to determine the specific year we began serving as auditor.
| 4 Putnam VT Large Cap Growth Fund | |
The fund’s portfolio 12/31/23
| COMMON STOCKS (98.2%)* | Shares | Value |
| Aerospace and defense (1.2%) | ||
| Boeing Co. (The) † | 20,046 | $5,225,190 |
| TransDigm Group, Inc. | 7,560 | 7,647,696 |
| 12,872,886 | ||
| Automobiles (2.3%) | ||
| Tesla, Inc. † | 96,542 | 23,988,756 |
| 23,988,756 | ||
| Broadline retail (7.1%) | ||
| Amazon.com, Inc. † | 484,207 | 73,570,412 |
| 73,570,412 | ||
| Building products (0.8%) | ||
| Trane Technologies PLC | 32,733 | 7,983,579 |
| 7,983,579 | ||
| Capital markets (0.8%) | ||
| MSCI, Inc. | 15,215 | 8,606,365 |
| 8,606,365 | ||
| Chemicals (1.0%) | ||
| Sherwin-Williams Co. (The) | 33,531 | 10,458,319 |
| 10,458,319 | ||
| Commercial services and supplies (0.6%) | ||
| Waste Connections, Inc. | 45,151 | 6,739,690 |
| 6,739,690 | ||
| Consumer staples distribution and retail (1.9%) | ||
| Costco Wholesale Corp. | 30,281 | 19,987,882 |
| 19,987,882 | ||
| Entertainment (2.3%) | ||
| Live Nation Entertainment, Inc. † | 71,148 | 6,659,453 |
| Netflix, Inc. † | 18,153 | 8,838,333 |
| Universal Music Group NV (Netherlands) | 272,113 | 7,770,500 |
| 23,268,286 | ||
| Financial services (5.1%) | ||
| Mastercard, Inc. Class A | 65,786 | 28,058,387 |
| Visa, Inc. Class A | 94,005 | 24,474,202 |
| 52,532,589 | ||
| Ground transportation (2.3%) | ||
| Canadian Pacific Kansas City, Ltd. (Canada) S | 127,361 | 10,069,161 |
| Uber Technologies, Inc. † | 217,546 | 13,394,307 |
| 23,463,468 | ||
| Health care equipment and supplies (3.4%) | ||
| Boston Scientific Corp. † | 121,529 | 7,025,591 |
| Dexcom, Inc. † | 80,874 | 10,035,655 |
| IDEXX Laboratories, Inc. † | 9,076 | 5,037,634 |
| Intuitive Surgical, Inc. † | 37,173 | 12,540,683 |
| 34,639,563 | ||
| Health care providers and services (2.6%) | ||
| UnitedHealth Group, Inc. | 50,187 | 26,421,950 |
| 26,421,950 | ||
| Hotels, restaurants, and leisure (2.4%) | ||
| Booking Holdings, Inc. † | 3,952 | 14,018,613 |
| Chipotle Mexican Grill, Inc. † | 4,785 | 10,943,104 |
| 24,961,717 | ||
| Interactive media and services (8.4%) | ||
| Alphabet, Inc. Class C † | 412,318 | 58,107,976 |
| Meta Platforms, Inc. Class A † | 79,136 | 28,010,979 |
| 86,118,955 | ||
| Life sciences tools and services (1.1%) | ||
| Danaher Corp. | 41,637 | 9,632,304 |
| Lonza Group AG (Switzerland) | 5,118 | 2,153,229 |
| 11,785,533 | ||
| Pharmaceuticals (3.4%) | ||
| AstraZeneca PLC (United Kingdom) | 76,074 | 10,245,904 |
| Eli Lilly and Co. | 43,277 | 25,227,029 |
| 35,472,933 |
| COMMON STOCKS (98.2%)* cont. | Shares | Value |
| Real estate management and development (0.5%) | ||
| CoStar Group, Inc. † | 60,786 | $5,312,089 |
| 5,312,089 | ||
| Semiconductors and semiconductor equipment (11.0%) | ||
| Advanced Micro Devices, Inc. † | 108,803 | 16,038,650 |
| Applied Materials, Inc. | 10,131 | 1,641,931 |
| Broadcom, Inc. | 31,115 | 34,732,119 |
| NVIDIA Corp. | 122,198 | 60,514,894 |
| 112,927,594 | ||
| Software (23.3%) | ||
| Adobe, Inc. † | 31,755 | 18,945,033 |
| Cadence Design Systems, Inc. † | 49,567 | 13,500,564 |
| Fair Isaac Corp. † | 5,103 | 5,939,943 |
| HubSpot, Inc. † | 15,195 | 8,821,305 |
| Microsoft Corp. | 354,615 | 133,349,425 |
| Oracle Corp. | 156,449 | 16,494,418 |
| Palo Alto Networks, Inc. † | 49,497 | 14,595,675 |
| Salesforce, Inc. † | 55,575 | 14,624,006 |
| Synopsys, Inc. † | 26,648 | 13,721,322 |
| 239,991,691 | ||
| Specialized REITs (1.5%) | ||
| American Tower Corp. R | 72,540 | 15,659,935 |
| 15,659,935 | ||
| Specialty retail (1.7%) | ||
| Home Depot, Inc. (The) | 33,234 | 11,517,243 |
| O’Reilly Automotive, Inc. † | 5,829 | 5,538,016 |
| 17,055,259 | ||
| Technology hardware, storage, and peripherals (10.6%) | ||
| Apple, Inc. | 566,891 | 109,143,524 |
| 109,143,524 | ||
| Textiles, apparel, and luxury goods (2.9%) | ||
| Lululemon Athletica, Inc. (Canada) † | 30,669 | 15,680,753 |
| LVMH Moet Hennessy Louis Vuitton SA (France) | 6,564 | 5,324,226 |
| Nike, Inc. Class B | 77,425 | 8,406,029 |
| 29,411,008 | ||
| Total common stocks (cost $425,042,402) | $1,012,373,983 | |
| SHORT-TERM INVESTMENTS (2.8%)* | Shares | Value |
| Putnam Cash Collateral Pool, LLC 5.59% d | 9,265,639 | $9,265,639 |
| Putnam Short Term Investment Fund | ||
| Class P 5.53% L | 19,852,833 | 19,852,833 |
| Total short-term investments (cost $29,118,472) | $29,118,472 | |
| Total investments (cost $454,160,874) | $1,041,492,455 | |
Notes to the fund’s portfolio
Unless noted otherwise, the notes to the fund’s portfolio are for the close of the fund’s reporting period, which ran from January 1, 2023 through December 31, 2023 (the reporting period). Within the following notes to the portfolio, references to “Putnam Management” represent Putnam Investment Management, LLC, the fund’s manager, an indirect wholly-owned subsidiary of Franklin Resources, Inc., and references to “ASC 820” represent Accounting Standards Codification 820 Fair Value Measurements and Disclosures.
* Percentages indicated are based on net assets of $1,030,603,026.
† This security is non-income-producing.
d Affiliated company. See Notes 1 and 5 to the financial statements regarding securities lending. The rate quoted in the security description is the annualized 7-day yield of the fund at the close of the reporting period.
L Affiliated company (Note 5). The rate quoted in the security description is the annualized 7-day yield of the fund at the close of the reporting period.
R Real Estate Investment Trust.
S Security on loan, in part or in entirety, at the close of the reporting period (Note 1).
| Putnam VT Large Cap Growth Fund 5 | |
ASC 820 establishes a three-level hierarchy for disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of the fund’s investments. The three levels are defined as follows:
Level 1: Valuations based on quoted prices for identical securities in active markets.
Level 2: Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.
Level 3: Valuations based on inputs that are unobservable and significant to the fair value measurement.
The following is a summary of the inputs used to value the fund’s net assets as of the close of the reporting period:
| Valuation inputs | |||
| Investments in securities: | Level 1 | Level 2 | Level 3 |
| Common stocks*: | |||
| Communication services | $101,616,741 | $7,770,500 | $— |
| Consumer discretionary | 163,662,926 | 5,324,226 | — |
| Consumer staples | 19,987,882 | — | — |
| Financials | 61,138,954 | — | — |
| Health care | 95,920,846 | 12,399,133 | — |
| Industrials | 51,059,623 | — | — |
| Information technology | 462,062,809 | — | — |
| Materials | 10,458,319 | — | — |
| Real estate | 20,972,024 | — | — |
| Total common stocks | 986,880,124 | 25,493,859 | — |
| Short-term investments | — | 29,118,472 | — |
| Totals by level | $986,880,124 | $54,612,331 | $— |
* Common stock classifications are presented at the sector level, which may differ from the fund’s portfolio presentation.
The accompanying notes are an integral part of these financial statements.
| 6 Putnam VT Large Cap Growth Fund | |
Statement of assets and liabilities
12/31/23
| Assets | |
| Investment in securities, at value, including $9,054,900 of securities on loan (Note 1): | |
| Unaffiliated issuers (identified cost $425,042,402) | $1,012,373,983 |
| Affiliated issuers (identified cost $29,118,472) (Note 5) | 29,118,472 |
| Foreign currency (cost $8) (Note 1) | 8 |
| Dividends, interest and other receivables | 981,396 |
| Receivable for shares of the fund sold | 157,612 |
| Total assets | 1,042,631,471 |
| Liabilities | |
| Payable for shares of the fund repurchased | 1,625,980 |
| Payable for compensation of Manager (Note 2) | 472,958 |
| Payable for custodian fees (Note 2) | 7,941 |
| Payable for investor servicing fees (Note 2) | 116,291 |
| Payable for Trustee compensation and expenses (Note 2) | 363,285 |
| Payable for administrative services (Note 2) | 14,388 |
| Payable for distribution fees (Note 2) | 53,301 |
| Collateral on securities loaned, at value (Note 1) | 9,265,639 |
| Other accrued expenses | 108,662 |
| Total liabilities | 12,028,445 |
| Net assets | $1,030,603,026 |
| Represented by | |
| Paid-in capital (Unlimited shares authorized) (Notes 1 and 4) | $398,844,466 |
| Total distributable earnings (Note 1) | 631,758,560 |
| Total — Representing net assets applicable to capital shares outstanding | $1,030,603,026 |
| Computation of net asset value Class IA | |
| Net assets | $776,899,634 |
| Number of shares outstanding | 55,348,689 |
| Net asset value, offering price and redemption price per share (net assets divided by number of shares outstanding) | $14.04 |
| Computation of net asset value Class IB | |
| Net assets | $253,703,392 |
| Number of shares outstanding | 18,819,869 |
| Net asset value, offering price and redemption price per share (net assets divided by number of shares outstanding) | $13.48 |
The accompanying notes are an integral part of these financial statements.
| Putnam VT Large Cap Growth Fund 7 | |
Statement of operations
Year ended 12/31/23
| Investment income | |
| Dividends (net of foreign tax of $45,852) | $6,542,740 |
| Interest (including interest income of $682,600 from investments in affiliated issuers) (Note 5) | 682,600 |
| Securities lending (net of expenses) (Notes 1 and 5) | 14,575 |
| Total investment income | 7,239,915 |
| Expenses | |
| Compensation of Manager (Note 2) | 4,990,587 |
| Investor servicing fees (Note 2) | 634,985 |
| Custodian fees (Note 2) | 23,538 |
| Trustee compensation and expenses (Note 2) | 39,371 |
| Distribution fees (Note 2) | 541,302 |
| Administrative services (Note 2) | 30,337 |
| Other | 214,144 |
| Total expenses | 6,474,264 |
| Expense reduction (Note 2) | (51) |
| Net expenses | 6,474,213 |
| Net investment income | 765,702 |
| Realized and unrealized gain (loss) | |
| Net realized gain (loss) on: | |
| Securities from unaffiliated issuers (Notes 1 and 3) | 46,674,397 |
| Foreign currency transactions (Note 1) | (7,646) |
| Written options (Note 1) | 1,557,013 |
| Total net realized gain | 48,223,764 |
| Change in net unrealized appreciation (depreciation) on: | |
| Securities from unaffiliated issuers | 282,326,006 |
| Assets and liabilities in foreign currencies | 1,285 |
| Written options | (847,238) |
| Total change in net unrealized appreciation | 281,480,053 |
| Net gain on investments | 329,703,817 |
| Net increase in net assets resulting from operations | $330,469,519 |
The accompanying notes are an integral part of these financial statements.
| 8 Putnam VT Large Cap Growth Fund | |
Statement of changes in net assets
| Year ended | Year ended | |
| 12/31/23 | 12/31/22 | |
| Increase (decrease) in net assets | ||
| Operations: | ||
| Net investment income (loss) | $765,702 | $(513,163) |
| Net realized gain on investments and foreign currency transactions | 48,223,764 | 10,718,888 |
| Change in net unrealized appreciation (depreciation) of investments and assets and liabilities in foreign currencies | 281,480,053 | (370,911,806) |
| Net increase (decrease) in net assets resulting from operations | 330,469,519 | (360,706,081) |
| Distributions to shareholders (Note 1): | ||
| From ordinary income | ||
| Net realized short-term gain on investments | ||
| Class IA | — | (6,201,817) |
| Class IB | — | (2,006,289) |
| From capital gain on investments | ||
| Net realized long-term gain on investments | ||
| Class IA | (9,162,235) | (114,993,138) |
| Class IB | (2,942,921) | (37,200,294) |
| Increase (decrease) from capital share transactions (Note 4) | (58,840,580) | 65,615,896 |
| Total increase (decrease) in net assets | 259,523,783 | (455,491,723) |
| Net assets: | ||
| Beginning of year | 771,079,243 | 1,226,570,966 |
| End of year | $1,030,603,026 | $771,079,243 |
The accompanying notes are an integral part of these financial statements.
| Putnam VT Large Cap Growth Fund 9 | |
Financial highlights
(For a common share outstanding throughout the period)
| INVESTMENT OPERATIONS: | LESS DISTRIBUTIONS: | RATIOS AND SUPPLEMENTAL DATA: | |||||||||||
| Period ended | Net asset value, beginning of period | Net investment income (loss)a | Net realized and unrealized gain (loss) on investments | Total from investment operations | From net investment income | From net realized gain on investments | Total distributions | Net asset value, end of period | Total return at net asset value (%)b,c | Net assets, end of period (in thousands) | Ratio of expenses to average net assets (%)b,d | Ratio of net investment income (loss) to average net assets (%) | Portfolio turnover (%) |
| Class IA | |||||||||||||
| 12/31/23 | $9.83 | .02 | 4.35 | 4.37 | — | (.16) | (.16) | $14.04 | 44.89 | $776,900 | .65 | .14 | 31 |
| 12/31/22 | 16.51 | —e | (4.47) | (4.47) | — | (2.21) | (2.21) | 9.83 | (30.36) | 589,936 | .66f | —g | 33 |
| 12/31/21 | 14.91 | (.03) | 3.10 | 3.07 | — | (1.47) | (1.47) | 16.51 | 23.00 | 932,457 | .64 | (.20) | 47 |
| 12/31/20 | 11.54 | —e | 4.11 | 4.11 | (.03) | (.71) | (.74) | 14.91 | 39.09 | 841,545 | .65 | (.01) | 48 |
| 12/31/19 | 9.76 | .03 | 3.31 | 3.34 | (.04) | (1.52) | (1.56) | 11.54 | 37.11 | 666,225 | .66 | .31 | 40 |
| Class IB | |||||||||||||
| 12/31/23 | $9.47 | (.01) | 4.18 | 4.17 | — | (.16) | (.16) | $13.48 | 44.47 | $253,703 | .90 | (.10) | 31 |
| 12/31/22 | 16.02 | (.03) | (4.31) | (4.34) | — | (2.21) | (2.21) | 9.47 | (30.50) | 181,143 | .91f | (.25) | 33 |
| 12/31/21 | 14.55 | (.07) | 3.01 | 2.94 | — | (1.47) | (1.47) | 16.02 | 22.65 | 294,114 | .89 | (.45) | 47 |
| 12/31/20 | 11.28 | (.03) | 4.02 | 3.99 | (.01) | (.71) | (.72) | 14.55 | 38.71 | 284,659 | .90 | (.26) | 48 |
| 12/31/19 | 9.57 | .01 | 3.24 | 3.25 | (.02) | (1.52) | (1.54) | 11.28 | 36.74 | 222,155 | .91 | .06 | 40 |
a Per share net investment income (loss) has been determined on the basis of the weighted average number of shares outstanding during the period.
b The charges and expenses at the insurance company separate account level are not reflected.
c Total return assumes dividend reinvestment.
d Includes amounts paid through expense offset and/or brokerage/service arrangements, if any (Note 2). Also excludes acquired fund fees and expenses, if any.
e Amount represents less than $0.01 per share.
f Includes one-time proxy cost of 0.01%.
g Amount represents less than 0.01%.
The accompanying notes are an integral part of these financial statements.
| 10 Putnam VT Large Cap Growth Fund | |
Notes to financial statements 12/31/23
Unless otherwise noted, the “reporting period” represents the period from January 1, 2023 through December 31, 2023. The following table defines commonly used references within the Notes to financial statements:
| References to | Represent |
| Franklin Templeton | Franklin Resources, Inc. |
| JPMorgan | JPMorgan Chase Bank, N.A. |
| OTC | Over-the-counter |
| PIL | Putnam Investments Limited, an affiliate of |
| Putnam Management | |
| Putnam Management | Putnam Investment Management, LLC, the fund’s |
| manager, an indirect wholly-owned subsidiary of | |
| Franklin Templeton | |
| SEC | Securities and Exchange Commission |
| State Street | State Street Bank and Trust Company |
Putnam VT Large Cap Growth Fund (the fund) is a non-diversified series of Putnam Variable Trust (the Trust), a Massachusetts business trust registered under the Investment Company Act of 1940, as amended, as an open-end management investment company. Prior to April 30, 2023, the fund was known as Putnam VT Growth Opportunities Fund. The goal of the fund is to seek capital appreciation. The fund invests mainly in common stocks of large U.S. companies, with a focus on growth stocks. Growth stocks are stocks of companies whose earnings are expected to grow faster than those of similar firms, and whose business growth and other characteristics may lead to an increase in stock price. Putnam Management may consider, among other factors, a company’s valuation, financial strength, growth potential, competitive position in its industry, projected future earnings, cash flows and dividends when deciding whether to buy or sell investments. Under normal circumstances, Putnam Management invests at least 80% of the fund’s net assets (plus the amount of any borrowings for investment purposes) in companies of a size similar to those in the Russell 1000 Growth Index. This policy may be changed only after 60 days’ notice to shareholders.
The fund is “non-diversified,” which means it may invest in a greater percentage of its assets in fewer issuers than a “diversified” fund.
The fund offers class IA and class IB shares of beneficial interest. Class IA shares are offered at net asset value and are not subject to a distribution fee. Class IB shares are offered at net asset value and pay an ongoing distribution fee, which is identified in Note 2.
In the normal course of business, the fund enters into contracts that may include agreements to indemnify another party under given circumstances. The fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be, but have not yet been, made against the fund. However, the fund’s management team expects the risk of material loss to be remote.
The fund has entered into contractual arrangements with an investment adviser, administrator, distributor, shareholder servicing agent and custodian, who each provide services to the fund. Unless expressly stated otherwise, shareholders are not parties to, or intended beneficiaries of these contractual arrangements, and these contractual arrangements are not intended to create any shareholder right to enforce them against the service providers or to seek any remedy under them against the service providers, either directly or on behalf of the fund.
Under the Trust’s Amended and Restated Agreement and Declaration of Trust, any claims asserted by a shareholder against or on behalf of the Trust (or its series), including claims against Trustees and Officers, must be brought in state and federal courts located within the Commonwealth of Massachusetts.
Note 1 — Significant accounting policies
The fund follows the accounting and reporting guidance in Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946, Financial Services – Investment Companies (ASC 946) and applies the specialized accounting and reporting guidance in U.S. Generally Accepted Accounting Principles (U.S. GAAP), including, but not limited to, ASC 946. The following is a summary of significant accounting policies consistently followed by the fund in the preparation of its financial statements. The preparation of financial statements is in conformity with accounting principles generally accepted in the United States of America and requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and the reported amounts of increases and decreases in net assets from operations. Actual results could differ from those estimates. Subsequent events after the Statement of assets and liabilities date through the date that the financial statements were issued have been evaluated in the preparation of the financial statements.
Investment income, realized and unrealized gains and losses and expenses of the fund are borne pro-rata based on the relative net assets of each class to the total net assets of the fund, except that each class bears expenses unique to that class (including the distribution fees applicable to such classes). Each class votes as a class only with respect to its own distribution plan or other matters on which a class vote is required by law or determined by the Trustees. If the fund were liquidated, shares of each class would receive their pro-rata share of the net assets of the fund. In addition, the Trustees declare separate dividends on each class of shares.
Security valuation Portfolio securities and other investments are valued using policies and procedures adopted by the Board of Trustees. The Trustees have formed a Pricing Committee to oversee the implementation of these procedures and have delegated responsibility for valuing the fund’s assets in accordance with these procedures to Putnam Management. Putnam Management has established an internal Valuation Committee that is responsible for making fair value determinations, evaluating the effectiveness of the pricing policies of the fund and reporting to the Pricing Committee.
Investments for which market quotations are readily available are valued at the last reported sales price on their principal exchange, or official closing price for certain markets, and are classified as Level 1 securities under Accounting Standards Codification 820 Fair Value Measurements and Disclosures (ASC 820). If no sales are reported, as in the case of some securities that are traded OTC, a security is valued at its last reported bid price and is generally categorized as a Level 2 security.
Investments in open-end investment companies (excluding exchange-traded funds), if any, which can be classified as Level 1 or Level 2 securities, are valued based on their net asset value. The net asset value of such investment companies equals the total value of their assets less their liabilities and divided by the number of their outstanding shares.
Many securities markets and exchanges outside the U.S. close prior to the scheduled close of the New York Stock Exchange and therefore the closing prices for securities in such markets or on such exchanges may not fully reflect events that occur after such close but before the scheduled close of the New York Stock Exchange. Accordingly, on certain days, the fund will fair value certain foreign equity securities taking into account multiple factors including movements in the U.S. securities markets, currency valuations and comparisons to the valuation of American Depository Receipts, exchange-traded funds and futures contracts. The foreign equity securities, which would generally be classified as Level 1 securities, will be transferred to Level 2 of the fair value hierarchy when they are valued at fair value. The number of days on which fair value prices will be used will depend on market activity and it is possible that fair value prices will be used by the fund to a significant extent. At the close of the reporting period, fair value pricing was used for certain foreign securities in the portfolio. Securities quoted in foreign currencies, if any, are translated into U.S. dollars at the current exchange rate. Short-term securities with remaining maturities of 60 days or less are valued using an independent pricing service approved by the Trustees, and are classified as Level 2 securities.
To the extent a pricing service or dealer is unable to value a security or provides a valuation that Putnam Management does not believe accurately reflects the security’s fair value, the security will be valued at fair value by Putnam Management, which has been designated as valuation designee pursuant to Rule 2a–5 under the Investment Company Act of 1940, in accordance with policies and procedures approved by the Trustees. Certain investments, including certain restricted and illiquid securities and derivatives, are also valued at fair value following procedures approved by the Trustees. These valuations consider such factors as significant market or specific security events such as interest rate or credit quality changes, various relationships with other securities, discount rates, U.S. Treasury, U.S. swap and credit yields, index levels, convexity exposures, recovery rates, sales and other multiples and resale restrictions. These securities are classified as Level 2 or as Level 3 depending on the priority of the significant inputs.
To assess the continuing appropriateness of fair valuations, the Valuation Committee reviews and affirms the reasonableness of such valuations on a regular basis after considering all relevant information that is reasonably available. Such valuations and procedures are reviewed periodically by the Trustees. The fair
| Putnam VT Large Cap Growth Fund 11 | |
value of securities is generally determined as the amount that the fund could reasonably expect to realize from an orderly disposition of such securities over a reasonable period of time. By its nature, a fair value price is a good faith estimate of the value of a security in a current sale and does not reflect an actual market price, which may be different by a material amount.
Security transactions and related investment income Security transactions are recorded on the trade date (the date the order to buy or sell is executed). Gains or losses on securities sold are determined on the identified cost basis.
Interest income, net of any applicable withholding taxes, if any, is recorded on the accrual basis. Amortization and accretion of premiums and discounts on debt securities, if any, is recorded on the accrual basis.
Dividend income, net of any applicable withholding taxes, is recognized on the ex-dividend date except that certain dividends from foreign securities, if any, are recognized as soon as the fund is informed of the ex-dividend date. Non-cash dividends, if any, are recorded at the fair value of the securities received. Dividends representing a return of capital or capital gains, if any, are reflected as a reduction of cost and/or as a realized gain.
Foreign currency translation The accounting records of the fund are maintained in U.S. dollars. The fair value of foreign securities, currency holdings, and other assets and liabilities is recorded in the books and records of the fund after translation to U.S. dollars based on the exchange rates on that day. The cost of each security is determined using historical exchange rates. Income and withholding taxes are translated at prevailing exchange rates when earned or incurred. The fund does not isolate that portion of realized or unrealized gains or losses resulting from changes in the foreign exchange rate on investments from fluctuations arising from changes in the market prices of the securities. Such gains and losses are included with the net realized and unrealized gain or loss on investments. Net realized gains and losses on foreign currency transactions represent net realized exchange gains or losses on disposition of foreign currencies, currency gains and losses realized between the trade and settlement dates on securities transactions and the difference between the amount of investment income and foreign withholding taxes recorded on the fund’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized appreciation and depreciation of assets and liabilities in foreign currencies arise from changes in the value of assets and liabilities other than investments at the period end, resulting from changes in the exchange rate.
Options contracts The fund uses options contracts to gain exposure to securities.
The potential risk to the fund is that the change in value of options contracts may not correspond to the change in value of the hedged instruments. In addition, losses may arise from changes in the value of the underlying instruments if there is an illiquid secondary market for the contracts, if interest or exchange rates move unexpectedly or if the counterparty to the contract is unable to perform. Realized gains and losses on purchased options are included in realized gains and losses on investment securities. If a written call option is exercised, the premium originally received is recorded as an addition to sales proceeds. If a written put option is exercised, the premium originally received is recorded as a reduction to the cost of investments.
Exchange-traded options are valued at the last sale price or, if no sales are reported, the last bid price for purchased options and the last ask price for written options. OTC traded options are valued using prices supplied by dealers.
Options on swaps are similar to options on securities except that the premium paid or received is to buy or grant the right to enter into a previously agreed upon interest rate or credit default contract. Forward premium swap option contracts include premiums that have extended settlement dates. The delayed settlement of the premiums is factored into the daily valuation of the option contracts. In the case of interest rate cap and floor contracts, in return for a premium, ongoing payments between two parties are based on interest rates exceeding a specified rate, in the case of a cap contract, or falling below a specified rate in the case of a floor contract.
Written option contracts outstanding at period end, if any, are listed after the fund’s portfolio.
Master agreements The fund is a party to ISDA (International Swaps and Derivatives Association, Inc.) Master Agreements (Master Agreements) with certain counterparties that govern OTC derivative and foreign exchange contracts entered into from time to time. The Master Agreements may contain provisions regarding, among other things, the parties’ general obligations, representations, agreements, collateral requirements, events of default and early termination. With respect to certain counterparties, in accordance with the terms of the Master Agreements, collateral pledged to the fund is held in a segregated account by the fund’s custodian and, with respect to those amounts which can be sold or repledged, is presented in the fund’s portfolio.
Collateral pledged by the fund is segregated by the fund’s custodian and identified in the fund’s portfolio. Collateral can be in the form of cash or debt securities issued by the U.S. Government or related agencies or other securities as agreed to by the fund and the applicable counterparty. Collateral requirements are determined based on the fund’s net position with each counterparty.
Termination events applicable to the fund may occur upon a decline in the fund’s net assets below a specified threshold over a certain period of time. Termination events applicable to counterparties may occur upon a decline in the counterparty’s long-term and short-term credit ratings below a specified level. In each case, upon occurrence, the other party may elect to terminate early and cause settlement of all derivative and foreign exchange contracts outstanding, including the payment of any losses and costs resulting from such early termination, as reasonably determined by the terminating party. Any decision by one or more of the fund’s counterparties to elect early termination could impact the fund’s future derivative activity.
At the close of the reporting period, the fund did not have a net liability position on open derivative contracts subject to the Master Agreements.
Securities lending The fund may lend securities, through its agent, to qualified borrowers in order to earn additional income. The loans are collateralized by cash in an amount at least equal to the fair value of the securities loaned. The fair value of securities loaned is determined daily and any additional required collateral is allocated to the fund on the next business day. The remaining maturities of the securities lending transactions are considered overnight and continuous. The risk of borrower default will be borne by the fund’s agent; the fund will bear the risk of loss with respect to the investment of the cash collateral. Income from securities lending, if any, is net of expenses and is included in investment income on the Statement of operations. Cash collateral is invested in Putnam Cash Collateral Pool, LLC, a limited liability company managed by an affiliate of Putnam Management. Investments in Putnam Cash Collateral Pool, LLC are valued at its closing net asset value each business day. There are no management fees charged to Putnam Cash Collateral Pool, LLC. At the close of the reporting period, the fund received cash collateral of $9,265,639 and the value of securities loaned amounted to $9,054,900.
Interfund lending The fund, along with other Putnam funds, may participate in an interfund lending program pursuant to an exemptive order issued by the SEC. This program allows the fund to borrow from or lend to other Putnam funds that permit such transactions. Interfund lending transactions are subject to each fund’s investment policies and borrowing and lending limits. Interest earned or paid on the interfund lending transaction will be based on the average of certain current market rates. During the reporting period, the fund did not utilize the program.
Lines of credit The fund participates, along with other Putnam funds, in a $320 million syndicated unsecured committed line of credit, provided by State Street ($160 million) and JPMorgan ($160 million), and a $235.5 million unsecured uncommitted line of credit, provided by State Street. Borrowings may be made for temporary or emergency purposes, including the funding of shareholder redemption requests and trade settlements. Interest is charged to the fund based on the fund’s borrowing at a rate equal to 1.25% plus the higher of (1) the Federal Funds rate and (2) the Overnight Bank Funding Rate for the committed line of credit and 1.30% plus the higher of (1) the Federal Funds rate and (2) the Overnight Bank Funding Rate for the uncommitted line of credit. A closing fee equal to 0.04% of the committed line of credit and 0.04% of the uncommitted line of credit has been paid by the participating funds and a $75,000 fee has been paid by the participating funds to State Street as agent of the syndicated committed line of credit. In addition, a commitment fee of 0.21% per annum on any unutilized portion of the committed line of credit is allocated to the participating funds based on their relative net assets and paid quarterly. During the reporting period, the fund had no borrowings against these arrangements.
Federal taxes It is the policy of the fund to distribute all of its taxable income within the prescribed time period and otherwise comply with the provisions of the Internal Revenue Code of 1986, as amended (the Code), applicable to regulated investment companies.
The fund is subject to the provisions of Accounting Standards Codification 740 Income Taxes (ASC 740). ASC 740 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The fund did not have a liability to record for any unrecognized tax benefits in the accompanying financial statements. No provision has been made for federal taxes on income, capital gains or unrealized appreciation on securities held nor for excise tax on income and capital gains. Each of the fund’s federal tax returns for the prior three fiscal years remains subject to examination by the Internal Revenue Service.
| 12 Putnam VT Large Cap Growth Fund | |
The fund may also be subject to taxes imposed by governments of countries in which it invests. Such taxes are generally based on either income or gains earned or repatriated. The fund accrues and applies such taxes to net investment income, net realized gains and net unrealized gains as income and/or capital gains are earned. In some cases, the fund may be entitled to reclaim all or a portion of such taxes, and such reclaim amounts, if any, are reflected as an asset on the fund’s books. In many cases, however, the fund may not receive such amounts for an extended period of time, depending on the country of investment.
Distributions to shareholders Distributions to shareholders from net investment income, if any, are recorded by the fund on the ex-dividend date. Distributions from capital gains, if any, are recorded on the ex-dividend date and paid at least annually. The amount and character of income and gains to be distributed are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles. These differences include temporary and/or permanent differences from losses on wash sale transactions. Reclassifications are made to the fund’s capital accounts to reflect income and gains available for distribution (or available capital loss carryovers) under income tax regulations. At the close of the reporting period, the fund reclassified $7,475 to decrease undistributed net investment income and $7,475 to increase accumulated net realized gain.
Tax cost of investments includes adjustments to net unrealized appreciation (depreciation) which may not necessarily be final tax cost basis adjustments, but closely approximate the tax basis unrealized gains and losses that may be realized and distributed to shareholders. The tax basis components of distributable earnings and the federal tax cost as of the close of the reporting period were as follows
| Unrealized appreciation | $584,611,958 |
| Unrealized depreciation | (1,212,102) |
| Net unrealized appreciation | 583,399,856 |
| Undistributed ordinary income | 758,227 |
| Undistributed long-term gains | 36,659,594 |
| Undistributed short-term gains | 10,940,131 |
| Cost for federal income tax purposes | $458,092,599 |
Expenses of the Trust Expenses directly charged or attributable to any fund will be paid from the assets of that fund. Generally, expenses of the Trust will be allocated among and charged to the assets of each fund on a basis that the Trustees deem fair and equitable, which may be based on the relative assets of each fund or the nature of the services performed and relative applicability to each fund.
Beneficial interest At the close of the reporting period, insurance companies or their separate accounts were record owners of all but a de minimis number of the shares of the fund. Approximately 40.1% of the fund is owned by accounts of one insurance company.
Note 2 — Management fee, administrative services and other transactions
The fund pays Putnam Management a management fee (based on the fund’s average net assets and computed and paid monthly) at annual rates that may vary based on the average of the aggregate net assets of all open-end mutual funds sponsored by Putnam Management (excluding net assets of funds that are invested in, or that are invested in by, other Putnam funds to the extent necessary to avoid “double counting” of those assets). Such annual rates may vary as follows:
| 0.710% | of the first $5 billion, |
| 0.660% | of the next $5 billion, |
| 0.610% | of the next $10 billion, |
| 0.560% | of the next $10 billion, |
| 0.510% | of the next $50 billion, |
| 0.490% | of the next $50 billion, |
| 0.480% | of the next $100 billion and |
| 0.475% | of any excess thereafter. |
For the reporting period, the management fee represented an effective rate (excluding the impact from any expense waivers in effect) of 0.550% of the fund’s average net assets.
Putnam Management has contractually agreed, through April 30, 2025, to waive fees and/or reimburse the fund’s expenses to the extent necessary to limit the cumulative expenses of the fund, exclusive of brokerage, interest, taxes, investment-related expenses, extraordinary expenses, acquired fund fees and expenses and payments under the fund’s investor servicing contract, investment management contract and distribution plan, on a fiscal year-to-date basis to an annual rate of 0.20% of the fund’s average net assets over such fiscal year-to-date period. During the reporting period, the fund’s expenses were not reduced as a result of this limit.
PIL is authorized by the Trustees to manage a separate portion of the assets of the fund as determined by Putnam Management from time to time. PIL did not manage any portion of the assets of the fund during the reporting period. If Putnam Management were to engage the services of PIL, Putnam Management would pay a quarterly sub-management fee to PIL for its services at an annual rate of 0.25% of the average net assets of the portion of the fund managed by PIL.
On January 1, 2024, a subsidiary of Franklin Templeton acquired Putnam U.S. Holdings I, LLC (“Putnam Holdings”), the parent company of Putnam Management and PIL, in a stock and cash transaction (the “Transaction”). As a result of the Transaction, Putnam Management (the investment manager to the fund and a wholly-owned subsidiary of Putnam Holdings) and PIL (sub-adviser to the fund and an indirect, wholly-owned subsidiary of Putnam Holdings) became indirect, wholly-owned subsidiaries of Franklin Templeton. The Transaction also resulted in the automatic termination of the investment management contract between the fund and Putnam Management and the sub-management contract for the fund between Putnam Management and PIL that were in place for the fund before the Transaction. However, Putnam Management and PIL continue to provide uninterrupted services with respect to the fund pursuant to new investment management and sub-management contracts that were approved by fund shareholders at a shareholder meeting held in connection with the Transaction and that took effect on January 1, 2024. The terms of the new investment management and sub-management contracts are substantially similar to those of the previous investment management and sub-management contracts, and the fee rates payable under the new investment management and sub-management contracts are the same as the fee rates under the previous investment management and sub-management contracts.
The fund reimburses Putnam Management an allocated amount for the compensation and related expenses of certain officers of the fund and their staff who provide administrative services to the fund. The aggregate amount of all such reimbursements is determined annually by the Trustees.
Custodial functions for the fund’s assets are provided by State Street. Custody fees are based on the fund’s asset level, the number of its security holdings and transaction volumes.
Putnam Investor Services, Inc., an affiliate of Putnam Management, provides investor servicing agent functions to the fund. Putnam Investor Services, Inc. was paid a monthly fee for investor servicing at an annual rate of 0.07% of the fund’s average daily net assets. During the reporting period, the expenses for each class of shares related to investor servicing fees were as follows:
| Class IA | $483,486 |
| Class IB | 151,499 |
| Total | $634,985 |
The fund has entered into expense offset arrangements with Putnam Investor Services, Inc. and State Street whereby Putnam Investor Services, Inc.’s and State Street’s fees are reduced by credits allowed on cash balances. For the reporting period, the fund’s expenses were reduced by $51 under the expense offset arrangements.
Each Independent Trustee of the fund receives an annual Trustee fee, of which $793, as a quarterly retainer, has been allocated to the fund, and an additional fee for each Trustees meeting attended. Trustees also are reimbursed for expenses they incur relating to their services as Trustees.
The fund has adopted a Trustee Fee Deferral Plan (the Deferral Plan) which allows the Trustees to defer the receipt of all or a portion of Trustees fees payable from July 1, 1995 through December 31, 2023. The deferred fees remain invested in certain Putnam funds until distribution in accordance with the Deferral Plan.
The fund has adopted an unfunded noncontributory defined benefit pension plan (the Pension Plan) covering all Trustees of the fund who have served as a Trustee for at least five years and were first elected prior to 2004. Benefits under the Pension Plan are equal to 50% of the Trustee’s average annual attendance and retainer fees for the three years ended December 31, 2005. The retirement benefit is payable during a Trustee’s lifetime, beginning the year following retirement, for the number of years of service through December 31, 2006. Pension expense for the fund is included in Trustee compensation and expenses in the Statement of operations. Accrued pension liability is included in Payable for Trustee compensation and expenses in the Statement of assets and liabilities. The Trustees have terminated the Pension Plan with respect to any Trustee first elected after 2003.
| Putnam VT Large Cap Growth Fund 13 | |
The fund has adopted a distribution plan (the Plan) with respect to its class IB shares pursuant to Rule 12b–1 under the Investment Company Act of 1940. The purpose of the Plan is to compensate Putnam Retail Management Limited Partnership, an indirect wholly-owned subsidiary of Franklin Templeton, for services provided and expenses incurred in distributing shares of the fund. The Plan provides for payment by the fund to Putnam Retail Management Limited Partnership at an annual rate of up to 0.35% of the average net assets attributable to the fund’s class IB shares. The Trustees have approved payment by the fund at an annual rate of 0.25% of the average net assets attributable to the fund’s class IB shares. The expenses related to distribution fees during the reporting period are included in Distribution fees in the Statement of operations.
Note 3 — Purchases and sales of securities
During the reporting period, the cost of purchases and the proceeds from sales, excluding short-term investments, were as follows:
| Cost of | Proceeds | |
| purchases | from sales | |
| Investments in securities | ||
| (Long-term) | $279,349,499 | $348,361,866 |
| U.S. government securities | ||
| (Long-term) | — | — |
| Total | $279,349,499 | $348,361,866 |
The fund may purchase or sell investments from or to other Putnam funds in the ordinary course of business, which can reduce the fund’s transaction costs, at prices determined in accordance with SEC requirements and policies approved by the Trustees. During the reporting period, purchases or sales of long-term securities from or to other Putnam funds, if any, did not represent more than 5% of the fund’s total cost of purchases and/or total proceeds from sales.
Note 4 — Capital shares
At the close of the reporting period, there were an unlimited number of shares of beneficial interest authorized. Subscriptions and redemptions are presented at the omnibus level. Transactions in capital shares were as follows:
| Class IA shares | Class IB shares | |||||||
| Year ended 12/31/23 | Year ended 12/31/22 | Year ended 12/31/23 | Year ended 12/31/22 | |||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | |
| Shares sold | 903,856 | $11,369,118 | 743,508 | $8,467,215 | 2,263,159 | $27,115,844 | 1,311,601 | $14,601,683 |
| Shares issued in connection with | ||||||||
| reinvestment of distributions | 835,523 | 9,107,199 | 9,267,224 | 120,659,253 | 280,545 | 2,942,921 | 3,119,060 | 39,206,583 |
| 1,739,379 | 20,476,317 | 10,010,732 | 129,126,468 | 2,543,704 | 30,058,765 | 4,430,661 | 53,808,266 | |
| Shares repurchased | (6,393,649) | (76,424,908) | (6,496,917) | (75,941,294) | (2,849,286) | (32,950,754) | (3,659,612) | (41,377,544) |
| Net increase (decrease) | (4,654,270) | $(55,948,591) | 3,513,815 | $53,185,174 | (305,582) | $(2,891,989) | 771,049 | $12,430,722 |
Note 5 — Affiliated transactions
Transactions during the reporting period with any company which is under common ownership or control were as follows:
| Shares outstanding | |||||
| Fair value as of | and fair value as of | ||||
| Name of affiliate | 12/31/22 | Purchase cost | Sale proceeds | Investment income | 12/31/23 |
| Short-term investments | |||||
| Putnam Cash Collateral Pool, LLC* | $— | $155,733,387 | $146,467,748 | $364,695 | $9,265,639 |
| Putnam Short Term Investment Fund | |||||
| Class P** | 19,387,831 | 131,032,587 | 130,567,585 | 682,600 | 19,852,833 |
| Total Short-term investments | $19,387,831 | $286,765,974 | $277,035,333 | $1,047,295 | $29,118,472 |
* No management fees are charged to Putnam Cash Collateral Pool, LLC (Note 1). Investment income shown is included in securities lending income on the Statement of operations. There were no realized or unrealized gains or losses during the period.
**Management fees charged to Putnam Short Term Investment Fund have been waived by Putnam Management. There were no realized or unrealized gains or losses during the period.
Note 6 — Market, credit and other risks
In the normal course of business, the fund trades financial instruments and enters into financial transactions where risk of potential loss exists due to changes in the market (market risk) or failure of the contracting party to the transaction to perform (credit risk). The fund may be exposed to additional credit risk that an institution or other entity with which the fund has unsettled or open transactions will default. Investments in foreign securities involve certain risks, including those related to economic instability, unfavorable political developments, and currency fluctuations.
| 14 Putnam VT Large Cap Growth Fund | |
Note 7 — Summary of derivative activity
The volume of activity for the reporting period for any derivative type that was held during the period is listed below and was based on an average of the holdings at the end of each fiscal quarter:
| Purchased equity option contracts (contract amount) | $37,000 |
| Written equity option contracts (contract amount) | $37,000 |
As of the close of the reporting period, the fund did not hold any derivative instruments.
The following is a summary of realized and change in unrealized gains or losses of derivative instruments in the Statement of operations for the reporting period (Note 1):
Amount of realized gain or (loss) on derivatives recognized in net gain or (loss) on investments
| Derivatives not accounted for as hedging instruments under ASC 815 | Options | Total |
| Equity contracts | $(606,623) | $(606,623) |
| Total | $(606,623) | $(606,623) |
Change in unrealized appreciation or (depreciation) on derivatives recognized in net gain or (loss) on investments
| Derivatives not accounted for as hedging instruments under ASC 815 | Options | Total |
| Equity contracts | $312,631 | $312,631 |
| Total | $312,631 | $312,631 |
| Putnam VT Large Cap Growth Fund 15 | |
Federal tax information (Unaudited)
Pursuant to §852 of the Internal Revenue Code, as amended, the fund hereby designates $40,411,583 as a capital gain dividend with respect to the taxable year ended December 31, 2023, or, if subsequently determined to be different, the net capital gain of such year.
| 16 Putnam VT Large Cap Growth Fund | |
Shareholder meeting results (Unaudited)
October 20, 2023 special meeting
At the meeting, a new Management Contract for your fund with Putnam Investment Management, LLC was approved, as follows:
| Votes for | Votes against | Abstentions/Votes withheld |
| 68,434,225 | 2,696,299 | 3,735,880 |
At the meeting, a new Sub-Management Contract for your fund between Putnam Investment Management, LLC and Putnam Investments Limited was approved, as follows:
| Votes for | Votes against | Abstentions/Votes withheld |
| 68,351,020 | 2,657,403 | 3,857,981 |
All tabulations are rounded to the nearest whole number.
| Putnam VT Large Cap Growth Fund 17 | |
| 18 Putnam VT Large Cap Growth Fund | |
*Ms. Murphy is the founder, controlling member, and Chief Executive Officer of Runa Digital Assets, LLC (“RDA”), the investment manager of Runa Digital Partners, LP (“RDP”), a private investment fund. Ms. Murphy also holds a controlling interest in RDP’s general partner and is a limited partner in RDP. A subsidiary of Franklin Templeton and certain individuals employed by Franklin Templeton or its affiliates have made passive investments as limited partners in RDP (one of whom serves on the advisory board for RDA, which has no governance or oversight authority over RDA), representing in the aggregate approximately 33% of RDP as of October 31, 2023. In addition, if certain conditions are met, Franklin Templeton will be entitled to receive a portion of any incentive compensation allocable to RDP’s general partner. For so long as Franklin Templeton maintains its investment in RDP, Ms. Murphy also has agreed upon request to advise and consult with Franklin Templeton and its affiliates on the market for digital assets. Ms. Murphy provides similar service to other limited partners in RDP that request her advice. Ms. Murphy also is entitled to receive deferred cash compensation in connection with her prior employment by an affiliate of Franklin Templeton, which employment ended at the end of 2021. With regard to Ms. Murphy, the relationships described above may give rise to a potential conflict of interest with respect to the Funds.
†Mr. Reynolds is an “interested person” (as defined in the Investment Company Act of 1940) of the fund and Putnam Management. He is President of your fund and each of the other Putnam funds and holds direct beneficial interest in shares of Franklin Templeton, of which Putnam Management is an indirect wholly-owned subsidiary.
‡Ms. Trust is an “interested person” (as defined in the Investment Company Act of 1940) of the fund and Putnam Management by virtue of her positions with certain affiliates of Putnam Management.
The address of each Trustee is 100 Federal Street, Boston, MA 02110.
As of December 31, 2023, there were 105 funds in the Putnam family of funds, including 89 mutual funds, 4 closed-end funds, and 12 exchange-traded funds. Each Trustee serves as Trustee of the 105 funds in the Putnam family of funds. Ms. Trust also serves as Trustee of 127 other funds that are advised by one or more affiliates of Putnam Management.
Each Trustee serves for an indefinite term, until his or her resignation, retirement at age 75, removal, or death.
| Putnam VT Large Cap Growth Fund 19 | ||
Officers
In addition to Robert L. Reynolds, the other officers of the fund are shown below:
| Kevin R. Blatchford (Born 1967) | Kelley Hunt (Born 1984) | Denere P. Poulack (Born 1968) |
| Vice President and Assistant Treasurer | AML Compliance Officer | Assistant Vice President, Assistant Clerk, |
| Since 2023 | Since 2023 | and Assistant Treasurer |
| Director, Financial Reporting, Putnam Holdings | Manager, U.S. Financial Crime Compliance, | Since 2004 |
| Franklin Templeton | ||
| James F. Clark (Born 1974) | Janet C. Smith (Born 1965) | |
| Vice President and Chief Compliance Officer | Martin Lemaire (Born 1984) | Vice President, Principal Financial |
| Since 2016 | Vice President and Derivatives Risk Manager | Officer, Principal Accounting Officer, |
| Chief Compliance Officer, Putnam Management | Since 2022 | and Assistant Treasurer |
| and Putnam Holdings | Risk Manager and Risk Analyst, | Since 2007 |
| Putnam Management | Head of Fund Administration Services, Putnam | |
| Michael J. Higgins (Born 1976) | Holdings and Putnam Management | |
| Vice President, Treasurer, and Clerk | Alan G. McCormack (Born 1964) | |
| Since 2010 | Vice President and Derivatives Risk Manager | Stephen J. Tate (Born 1974) |
| Since 2022 | Vice President and Chief Legal Officer | |
| Jonathan S. Horwitz (Born 1955) | Head of Quantitative Equities and Risk, | Since 2021 |
| Executive Vice President, Principal Executive | Putnam Management | General Counsel, Putnam Holdings, Putnam |
| Officer, and Compliance Liaison | Management, and Putnam Retail Management | |
| Since 2004 |
The principal occupations of the officers for the past five years have been with the employers as shown above, although in some cases they have held different positions with such employers. The address of each officer, other than Ms. Hunt, is 100 Federal Street, Boston, MA 02110. Ms. Hunt’s address is 100 Fountain Parkway, St. Petersburg, FL 33716.
| 20 Putnam VT Large Cap Growth Fund | |
Other important information
Proxy voting
The Putnam funds’ proxy voting guidelines and procedures, as well as information regarding how your fund voted proxies relating to portfoliosecurities during the 12-month period ended June 30, 2023, are available in the Individual Investors section of putnam.com and on the Securities and Exchange Commission’s (SEC) website at www.sec.gov. If you have questions about finding forms on the SEC’s website, you may call the SEC at 1-800-SEC-0330. You may also obtain the Putnam funds’ proxy voting guidelines and procedures at no charge by calling 1-800-225-1581.
Fund portfolio holdings
The fund will file a complete schedule of its portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-PORT within 60 days of the end of such fiscal quarter. Shareholders may obtain the fund’s Form N-PORT from the SEC’s website at www.sec.gov.
Fund information
| Investment Manager | Investor Servicing Agent | Trustees |
| Putnam Investment Management, LLC | Putnam Investments | Kenneth R. Leibler, Chair |
| 100 Federal Street | Mailing address: | Barbara M. Baumann, Vice Chair |
| Boston, MA 02110 | P.O. Box 219697 | Liaquat Ahamed |
| Kansas City, MO 64121-9697 | Katinka Domotorffy | |
| Investment Sub-Advisor | 1-800-225-1581 | Catharine Bond Hill |
| Putnam Investments Limited | Jennifer Williams Murphy | |
| 16 St James’s Street | Custodian | Marie Pillai |
| London, England SW1A 1ER | State Street Bank and Trust Company | George Putnam III |
| Robert L. Reynolds | ||
| Marketing Services | Legal Counsel | Manoj P. Singh |
| Putnam Retail Management | Ropes & Gray LLP | Mona K. Sutphen |
| Limited Partnership | Jane E. Trust | |
| 100 Federal Street | Independent Registered | |
| Boston, MA 02110 | Public Accounting Firm | |
| PricewaterhouseCoopers LLP |
The fund’s Statement of Additional Information contains additional information about the fund’s Trustees and is available without charge upon request by calling 1-800-225-1581.
| Putnam VT Large Cap Growth Fund 21 | |
| This report has been prepared for the shareholders | |
| of Putnam VT Large Cap Growth Fund. | ANVT192 335882 2/24 |
| Item 2. Code of Ethics: |
| (a) The fund’s principal executive, financial and accounting officers are employees of Putnam Investment Management, LLC, the Fund’s investment manager. As such they are subject to a comprehensive Code of Ethics adopted and administered by Putnam Investments which is designed to protect the interests of the firm and its clients. The Fund has adopted a Code of Ethics which incorporates the Code of Ethics of Putnam Investments with respect to all of its officers and Trustees who are employees of Putnam Investment Management, LLC. For this reason, the Fund has not adopted a separate code of ethics governing its principal executive, financial and accounting officers. |
| (c) In connection with the acquisition of Putnam Investments by Franklin Templeton, the Putnam Investments Code of Ethics was amended effective January 1, 2024 to reflect revised compliance processes, including: (i) Compliance with the Putnam Investments Code of Ethics will be viewed as compliance with the Franklin Templeton Code for certain Putnam employees who are dual-hatted in Franklin Templeton advisory entities (ii) Certain Franklin Templeton employees are required to hold shares of Putnam mutual funds at Putnam Investor Services, Inc. and (iii) Certain provisions of the Putnam Investments Code of Ethics are amended that are no longer needed due to organizational changes. |
| Item 3. Audit Committee Financial Expert: |
| The Funds’ Audit, Compliance and Risk Committee is comprised solely of Trustees who are “independent” (as such term has been defined by the Securities and Exchange Commission (“SEC”) in regulations implementing Section 407 of the Sarbanes-Oxley Act (the “Regulations”)). The Trustees believe that each member of the Audit, Compliance and Risk Committee also possesses a combination of knowledge and experience with respect to financial accounting matters, as well as other attributes, that qualifies him or her for service on the Committee. In addition, the Trustees have determined that each of Dr. Hill, Ms. Murphy and Mr. Singh qualifies as an “audit committee financial expert” (as such term has been defined by the Regulations) based on their review of his or her pertinent experience and education.The SEC has stated, and the funds’ amended and restated agreement and Declaration of Trust provides, that the designation or identification of a person as an audit committee financial expert pursuant to this Item 3 of Form N-CSR does not impose on such person any duties, obligations or liability that are greater than the duties, obligations and liability imposed on such person as a member of the Audit, Compliance and Risk Committee and the Board of Trustees in the absence of such designation or identification. |
| Item 4. Principal Accountant Fees and Services: |
| The following table presents fees billed in each of the last two fiscal years for services rendered to the fund by the fund’s independent auditor: |
| Fiscal year ended | Audit Fees | Audit-Related Fees | Tax Fees | All Other Fees | |
| December 31, 2023 | $57,409 | $ — | $4,523 | $ — | |
| December 31, 2022 | $80,615 | $ — | $4,391 | $ — | |
| For the fiscal years ended December 31, 2023 and December 31, 2022, the fund’s independent auditor billed aggregate non-audit fees in the amounts of $364,655 and $246,402 respectively, to the fund, Putnam Management and any entity controlling, controlled by or under common control with Putnam Management that provides ongoing services to the fund. |
| Audit Fees represent fees billed for the fund’s last two fiscal years relating to the audit and review of the financial statements included in annual reports and registration statements, and other services that are normally provided in connection with statutory and regulatory filings or engagements. |
| Audit-Related Fees represent fees billed in the fund’s last two fiscal years for services traditionally performed by the fund’s auditor, including accounting consultation for proposed transactions or concerning financial accounting and reporting standards and other audit or attest services not required by statute or regulation. |
| Tax Fees represent fees billed in the fund’s last two fiscal years for tax compliance, tax planning and tax advice services. Tax planning and tax advice services include assistance with tax audits, employee benefit plans and requests for rulings or technical advice from taxing authorities. |
| Pre-Approval Policies of the Audit, Compliance and Risk Committee. The Audit, Compliance and Risk Committee of the Putnam funds has determined that, as a matter of policy, all work performed for the funds by the funds’ independent auditors will be pre-approved by the Committee itself and thus will generally not be subject to pre-approval procedures. |
| The Audit, Compliance and Risk Committee also has adopted a policy to pre-approve the engagement by Putnam Management and certain of its affiliates of the funds’ independent auditors, even in circumstances where pre-approval is not required by applicable law. Any such requests by Putnam Management or certain of its affiliates are typically submitted in writing to the Committee and explain, among other things, the nature of the proposed engagement, the estimated fees, and why this work should be performed by that particular audit firm as opposed to another one. In reviewing such requests, the Committee considers, among other things, whether the provision of such services by the audit firm are compatible with the independence of the audit firm. |
| The following table presents fees billed by the fund’s independent auditor for services required to be approved pursuant to paragraph (c)(7)(ii) of Rule 2–01 of Regulation S-X. |
| Fiscal year ended | Audit-Related Fees | Tax Fees | All Other Fees | Total Non-Audit Fees | |
| December 31, 2023 | $ — | $360,132 | $ — | $ — | |
| December 31, 2022 | $ — | $242,011 | $ — | $ — | |
| (i) Not applicable |
| (j) Not applicable |
| Item 5. Audit Committee of Listed Registrants |
| Not applicable |
| Item 6. Schedule of Investments: |
| The registrant’s schedule of investments in unaffiliated issuers is included in the report to shareholders in Item 1 above. |
| Item 7. Disclosure of Proxy Voting Policies and Procedures For Closed-End Management Investment Companies: |
| Not applicable |
| Item 8. Portfolio Managers of Closed-End Investment Companies |
| Not Applicable |
| Item 9. Purchases of Equity Securities by Closed-End Management Investment Companies and Affiliated Purchasers: |
| Not applicable |
| Item 10. Submission of Matters to a Vote of Security Holders: |
| Not applicable |
| Item 11. Controls and Procedures: |
| (a) The registrant’s principal executive officer and principal financial officer have concluded, based on their evaluation of the effectiveness of the design and operation of the registrant’s disclosure controls and procedures as of a date within 90 days of the filing date of this report, that the design and operation of such procedures are generally effective to provide reasonable assurance that information required to be disclosed by the registrant in this report is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms. |
| (b) Changes in internal control over financial reporting: Not applicable |
| Item 12. Disclosures of Securities Lending Activities for Closed-End Management Investment Companies: |
| Not Applicable |
| Item 13. Recovery of Erroneously Awarded Compensation. |
| (a) No |
| (b) No |
| Item 14. Exhibits: |
| (a)(1) The Code of Ethics of The Putnam Funds, which incorporates the Code of Ethics of Putnam Investments, is filed herewith |
| (a)(2) Any policy required by the listing standards adopted pursuant to Rule 10D-1 under the Exchange Act (17 CFR 240.10D-1) by the registered national securities exchange or registered national securities association upon which the registrant’s securities are listed. Not Applicable |
| (b) The certifications required by Rule 30a-2(b) under the Investment Company Act of 1940, as amended, are filed herewith. |
| SIGNATURES |
| Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. |
| Putnam Variable Trust |
| By (Signature and Title): |
| /s/ Janet C. Smith Janet C. Smith Principal Accounting Officer |
| Date: February 27, 2024 |
| Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. |
| By (Signature and Title): |
| /s/ Jonathan S. Horwitz Jonathan S. Horwitz Principal Executive Officer |
| Date: February 27, 2024 |
| By (Signature and Title): |
| /s/ Janet C. Smith Janet C. Smith Principal Financial Officer |
| Date: February 27, 2024 |