SEC Adopts Tailored Registration Form for Offerings of Registered Index-Linked and Registered Market-Value Adjustment Annuities

The Securities and Exchange Commission today adopted tailored disclosure requirements and offering processes for offerings of registered index-linked annuities (RILAs) and registered market value adjustment annuities (registered MVA annuities, and collectively with RILAs, non-variable annuities). The final rule will require issuers of non-variable annuities to register offerings on Form N-4, the form currently used to register offerings of most variable annuities. This change will provide investors with tailored disclosures and key information about these complex products and modernize and enhance the registration, filing, and disclosure framework for non-variable annuities.

“The market for these complex products has grown significantly in recent years. Sales of RILAs reached approximately $47.4 billion in 2023 alone, more than quintupling since 2017,” said SEC Chair Gary Gensler. “It is important that investors receive the information they need – in plain English – to make informed investment decisions. These amendments will improve the disclosure process for these complex products to benefit investors.”

Non-variable annuities are annuity contracts offered by insurance companies and sold to retail investors. With RILAs, investor returns are based in part on the performance of an index or other benchmark over a set timeframe, subject to limits on potential losses and gains. Registered MVA annuity returns are based on a fixed and stated minimum rate of interest over a set timeframe. Both products typically impose certain charges and penalties for early withdrawals.

The final amendments build on the Commission’s existing registration, filing, and disclosure framework for variable annuities to provide a tailored approach for non-variable annuities. These amendments are designed to provide investors with a better understanding of these products. They also will provide efficiencies for insurance company issuers that offer both variable and non-variable annuities as well as for the Commission in reviewing those filings.

The approach to disclosure is informed by investor testing conducted in connection with the proposal. Under the amendments, non-variable annuities will be permitted to use a summary prospectus framework that highlights key information for investors while making additional information available for investors who want it. The Commission also is extending to non-variable annuity advertisements and sales literature a current Commission rule (Rule 156) that provides guidance as to when sales literature is materially misleading under the federal securities laws.

In addition, the Commission is adopting amendments to Form N-4 that apply to offerings of variable annuities that are informed by the Commission staff’s historical experience in administering these forms as well as relevant investor testing. The Commission also is adopting technical amendments to other insurance product registration forms.

The amendments will become effective 60 days after publication in the Federal Register. Filers will have until May 1, 2026, to comply with most of the final amendments to Form N-4 and the related rule and form amendments. For the amendments to Rule 156, insurance companies will be required to comply on the effective date.