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Filed on: April 29, 2026
File No. 333-84159
File No. 811-09517


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
☐
 
Pre-Effective Amendment No.
 
☐
 
Post-Effective Amendment No.
27
☒
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
☐
 
Amendment No.
 
28
☒
(Check appropriate box or boxes)
SBL VARIABLE ANNUITY ACCOUNT XI
(Scarborough Advantage)


(Exact Name of Registered Separate Account)
Security Benefit Life Insurance Company


(Name of Insurance Company)
One Security Benefit Place, Topeka, Kansas 66636-0001


(Address of Insurance Company’s Principal Executive Offices)
(785) 438-3000


(Insurance Company’s Telephone Number, Including Area Code)
Alison Pollock, Assistant General Counsel
Security Benefit Life Insurance Company
One Security Benefit Place, Topeka, KS 66636-0001


(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering: As soon as practicable after the effective date of this Registration Statement.
It is proposed that this filing will become effective (check appropriate box):
☐ immediately upon filing pursuant to paragraph (b)
☒ on May 1, 2026, pursuant to paragraph (b)
☐ 60 days after filing pursuant to paragraph (a)(1)
☐ on May 1, 2026, pursuant to paragraph (a)(1) of rule 485 under the Securities Act.
If appropriate, check the following box:
☐
this post-effective amendment designates a new effective date for a previously filed post-effective amendment.

Check each box that appropriately characterizes the Registrant:
☐
New Registrant (as applicable, a Registered Separate Account or Insurance Company that has not filed a Securities Act registration statement or amendment thereto within 3 years preceding this filing)
☐
Emerging Growth Company (as defined by Rule 12b-2 under the Securities Exchange Act of 1934 (“Exchange Act”))
☐
If an Emerging Growth Company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act
☒
Insurance Company relying on Rule 12h-7 under the Exchange Act
☐
Smaller reporting company (as defined by Rule 12b-2 under the Exchange Act)

  
 
Prospectus
May 1, 2026
 
SCARBOROUGH ADVANTAGE VARIABLE ANNUITY
Important Privacy
Notice Included
Variable annuity contracts issued by
Security Benefit Life Insurance Company
and offered by Security Distributors, LLC
32-69146-00 2026/05/01
V6914

SCARBOROUGH ADVANTAGE VARIABLE ANNUITY
Group Flexible Purchase Payment Deferred Variable Annuity Contract
Variable Annuity Account XI
Issued By:
Mailing Address:
Security Benefit Life Insurance Company
One Security Benefit Place
Topeka, Kansas 66636-0001
1-800-888-2461
www.securitybenefit.com
Security Benefit Life Insurance Company
P.O. Box 750497
Topeka, Kansas 66675-0497

This Prospectus describes the Scarborough Advantage Variable Annuity—a Group Flexible Purchase Payment Deferred Variable Annuity Contract (the “Contract”) offered by Security Benefit Life Insurance Company (the “Company”). The Contract is available for those persons eligible to participate in the International Brotherhood of Electrical Workers (“IBEW”) Local Unions Savings and Retirement Plan and Trust. The Contract is designed to give you flexibility in planning for retirement and other financial goals. This Prospectus is used with both prospective and current Participants.
The Contract is a complex investment and involves risks, including potential loss of principal. 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 surrender charges, taxes, and tax penalties.
You may allocate your Purchase Payments and Contract Value to one or more of the Subaccounts that comprise a separate account of the Company, called Variable Annuity Account XI (the “Separate Account”), or to the Fixed Account (if it is available under your Contract). Each Subaccount invests in a corresponding mutual fund (each, an “Underlying Fund”). More information about the Underlying Funds currently available under the Contract and the Fixed Account (if available) is available in Appendix A to this Prospectus (entitled “Investment Options Available Under the Contract”).
This Prospectus sets forth information about the Contract and the Separate Account that you should know before purchasing the Contract. Our obligations under the Contract are subject to our financial strength and claims-paying ability. This Prospectus should be kept for future reference. Additional information about certain investment products, including variable annuities, has been prepared by the Securities and Exchange Commission’s staff and is available at Investor.gov.
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. In some states, this cancellation period may be longer. Upon cancellation, you will receive either a full refund of the amount you paid with your enrollment form or your total Contract Value. 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 truthful or complete. Any representation to the contrary is a criminal offense.
The Contract is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance
Corporation or any other government agency. The value of your Contract can go up and down and you could
lose money.
 
Date: May 1, 2026
V6914
32-69146-00 2026/05/01

Table of Contents
 
Page
Definitions
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2

3

Definitions
Various terms commonly used in this Prospectus are defined as follows:
Accumulation Unit — A unit of measure used to calculate Contract Value.
Administrative Office — PlanMember Securities Corp/Scarborough Alliance Group, One Bridge Street, Irvington, New York 10533.
Annuitant — The person designated by Participant to receive annuity payments. If you designate Joint Annuitants, “Annuitant” means both Annuitants unless otherwise stated.
Annuity (“annuity”) — A series of periodic income payments made by the Company to an Annuitant, Joint Annuitant, or Designated Beneficiary during the period specified in the Annuity Options.
Annuity Options — Options under the Contract that prescribe the provisions under which a series of annuity payments are made.
Annuity Period — The period beginning on the Annuity Start Date during which annuity payments are made.
Annuity Start Date — The date when annuity payments begin.
Annuity Unit — A unit of measure used to calculate variable annuity payments under Annuity Options.
Automatic Investment Program — A program pursuant to which Purchase Payments are automatically paid from your bank account on a specified day of each month or a salary reduction agreement.
Company — Security Benefit Life Insurance Company. The Company is also identified herein as “we,” “our,” or “us.”
Contract — The flexible purchase payment deferred variable annuity contract described in this Prospectus.
Contract Date — The date of a Participant's first contribution to the Contract. Contract anniversaries are measured from the Contract Date. The Contract Date is usually the date that the initial Purchase Payment is credited to the Contract.
Contractholder or Holder — The IBEW Local Unions Savings and Retirement Plan and Trust holds the Contract for the benefit of Participants.
Contract Value — The total value of a Participant’s account which includes amounts allocated to the Subaccounts and the Fixed Account.
Contract Year — Each twelve-month period measured from the Contract Date.
Designated Beneficiary — The person designated by the Participant as having the right to the death benefit, if any, payable upon Participant’s death.
Fixed Account — A separate account of the Company to which a Participant may allocate all or a portion of Contract Value to be held for accumulation at fixed rates of interest declared periodically by the Company.
General Account — All assets of the Company other than those allocated to the Separate Account, the Fixed Account, or to any other separate account of the Company.
Internal Revenue Code or the Code — The Internal Revenue Code of 1986, as amended.
Investment Options — The Subaccounts and the Fixed Account (if available).
4

Participant — A Participant as defined in the Trust Agreement. A Participant is also identified herein as “you.”
Purchase Payment — An amount initially paid to the Company as consideration for the Contract and any subsequent amounts paid to the Company under the Contract.
Separate Account — Variable Annuity Account XI, a separate account of the Company that consists of accounts, referred to as Subaccounts, each of which invests in a corresponding Underlying Fund.
Subaccount — A division of the Separate Account which invests in a corresponding Underlying Fund.
Trust — The IBEW Local Unions Savings and Retirement Plan and Trust.
Trust Agreement — The Trust Agreement creating the Trust.
Underlying Fund — A mutual fund or series thereof that serves as an investment vehicle for its corresponding Subaccount.
Valuation Date — Each date on which the Separate Account is valued, which currently includes each day that the New York Stock Exchange is open for trading. Each Valuation Date closes at the end of regular trading on the New York Stock Exchange (normally, 3:00 p.m. Central time). The New York Stock Exchange is scheduled to be closed on weekends and on the following holidays: New Year’s Day, Martin Luther King, Jr. Day, Washington's Birthday, Good Friday, Memorial Day, Juneteenth National Independence Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.
Valuation Period — A period used in measuring the investment experience of each Subaccount of the Separate Account. The Valuation Period begins at the close of one Valuation Date and ends at the close of the next Valuation Date.
Withdrawal Value — The amount a Participant will receive upon full withdrawal of the Contract. It is equal to Contract Value less any uncollected premium taxes.
Overview of the Contract
Purpose of the Contract — The Contract is a variable annuity contract. It is designed for retirement planning purposes. You make investments in the Contract’s investment options during the accumulation phase. The value of your investments is used to calculate your benefits under the Contract. At the end of the accumulation phase, we use that accumulated value to calculate the payments that we make during the annuity phase. These payments can provide or supplement your retirement income. Generally speaking, the longer your accumulation phase, the greater your accumulated value may be for setting your benefits and annuity payouts. The Contract also includes a death benefit to help financially protect your Designated Beneficiary.
This Contract may be appropriate for you if you have a long investment time horizon. This Contract is not intended for people who may need to make early or frequent withdrawals or who intend to engage in frequent trading in the Subaccounts that are available under the Contract. Because of the possibility of income tax and tax penalties on early withdrawals, the Contract should not be viewed as an investment vehicle offering low cost liquidity. Your financial goal in acquiring the Contract should focus on a long-term insurance product, offering the prospect of investment growth.
Phases of the Contract — The contract has two phases: (1) an accumulation phase (for savings) and (2) an annuity (payout) phase (for income).
Accumulation Phase. During the accumulation phase, earnings accumulate on a tax-deferred basis and are taxed as income when you make a withdrawal. To accumulate value during the accumulation phase, you invest your Purchase Payments and earnings in the Subaccounts that are available under the Contract, which, in turn, invest in Underlying Funds with different investment strategies, objectives, and risk/reward profiles. You may allocate all or part of your Purchase Payments and Contract Value to the Subaccounts. Amounts that you allocate to a Subaccount will increase or decrease in dollar value depending in part on the investment performance of the Underlying Fund in which such Subaccount invests. The Fixed Account option (if available under your Contract), which guarantees the
5

principal and a minimum interest rate, may also be available for investment. If the Fixed Account is available under your Contract, you may allocate all or part of your Purchase Payments to the Fixed Account.
Additional information about the Underlying Funds currently available under the Contract  and the Fixed Account (if available) is provided in Appendix A: Investment Options Available Under the Contract.
Annuity (Payout) Phase. The Annuity phase occurs after the Annuity Start Date and is when you or a designated payee begin receiving regular Annuity payments from your Contract. The Contract provides several Annuity Options. You should carefully review the Annuity Options with your financial or tax adviser. The payments may be fixed or variable or a combination of both. Variable payments will vary based on the performance of the Subaccounts you select. Unless you direct otherwise, proceeds derived from Contract Value allocated to the Subaccounts will be applied to purchase a variable annuity and proceeds derived from Contract Value allocated to the Fixed Account will be applied to purchase a fixed annuity.
Please note that if you annuitize, your investments will be converted to income payments and you generally will no longer be able to withdraw money at will from your Contract.
Contract Features —
Accessing Your Money. Before your Contract is annuitized, you can withdraw money from your Contract at any time. If you take a withdrawal, you may have to pay income taxes, including a tax penalty, if you are younger than age 59½.
Tax Treatment. You can transfer money between investment options without tax implications, and earnings (if any) on your investments are generally tax-deferred. You are taxed only upon: (1) making a withdrawal; (2) surrender of the Contract; (3) receiving a payment from us; or (4) payment of a death benefit.
Death Benefits. For Participants aged 75 or younger on the Contract issue date, the Contract includes a standard death benefit that will pay the higher of Contract Value or total Purchase Payments (adjusted for any outstanding Contract Debt, any pro rata account administration charge, prior withdrawals, including any withdrawal charges, and any uncollected premium tax) upon your or the Annuitant’s death. For Participants aged 76 and older on the Contract issue date, the standard death benefit will be equal to the Contract Value only.
Additional Services — We offer several additional services:
 
Dollar Cost Averaging. You direct us to systematically transfer Contract Value among the Subaccounts and the Fixed Account (if available) on a monthly, quarterly, semiannual, or annual basis.
Asset Reallocation Option. You direct us to automatically reallocate your Contract Value to return to your original percentage investment allocations on a periodic basis.
Automatic Investment Program. Purchase Payments are automatically paid from your bank account on a specified day each month or pursuant to a salary reduction agreement.
Systematic Withdrawals. You receive regular automatic withdrawals from your Contract, on a monthly, quarterly, annual or semi-annual basis, provided that each payment must amount to at least $100 (unless we consent otherwise).
Important Information You Should Consider About the Contract
 
FEES, EXPENSES, AND ADJUSTMENTS
Location in Prospectus
Are There
Charges or
Adjustments for
Early
Withdrawals?
No. The Company does not assess a withdrawal charge on full or partial
withdrawals.
Fee Table
Fee Table – Examples
Are There
Transaction
Charges?
No. There are no charges for other transactions.
Not Applicable
6

 
FEES, EXPENSES, AND ADJUSTMENTS
Location in Prospectus
Are There
Ongoing Fees
and Expenses?
Yes. The table below describes the current fees and expenses of the Contract
that you may pay each year, depending on the Investment Options you choose.
Please refer to your Contract specifications page for information about the
specific fees you will pay each year based on the options you have elected.
Fee Table – Examples
Charges and Deductions
– Mortality and Expense
Risk Charge
Charges and Deductions
– Administration and
Distribution Charge
Appendix A – Underlying
Funds Available Under
the Contract
Annual Fee
Minimum
Maximum
Base Contract1
1.04%
1.04%
Investment options2
(Underlying Fund fees and expenses)
0.90%
2.19%
1
As a percentage of Contract Value allocated to the Separate Account. The Base
Contract Expenses do not reflect any applicable Platform Charge, which is an annual
charge deducted from Contract Value invested in certain Subaccounts.
2
As a percentage of Underlying Fund average net assets.
 
There are no optional benefits available under this Contract.
Because your Contract is customizable, the choices you make affect how much
you will pay. To help you understand the cost of owning your Contract, the
following table shows the lowest and highest cost you could pay each year
based on current charges.
 
Lowest Annual Cost: $1,727.36
Highest Annual Cost: $2,707.23
Assumes:
●Investment of $100,000
●5% annual appreciation
●Least expensive combination of
Base Contract charge and
Underlying Fund fees and
expenses
●No additional Purchase Payments,
transfers or withdrawals
Assumes:
●Investment of $100,000
●5% annual appreciation
●Most expensive combination of Base
Contract charge and Underlying
Fund fees and expenses
●No additional Purchase Payments,
transfers or withdrawals
 
RISKS
Location in Prospectus
Is There a Risk
of Loss from
Poor
Performance?
Yes. You can lose money by investing in this Contract, including loss of
principal.
Principal Risks of
Investing in the Contract
Is this a
Short-Term
Investment?
No.
●This Contract is not designed for short-term investing and is not appropriate
for an investor who needs ready access to cash.
●Withdrawals will reduce the value of your Contract.
●Tax deferral is more beneficial to investors with a long time horizon.
The Contract – General
What are the
Risks
Associated with
the Investment
Options?
●An investment in this Contract is subject to the risk of poor investment
performance. Performance can vary depending on the performance of the
Investment Options that are available under the Contract.
●Each investment option, including the Fixed Account (if available), has its
own unique risks.
●You should review the Investment Options before making an investment
decision.
Appendix A – Underlying
Funds Available Under
the Contract
What are the
Risks Related to
the Insurance
Company?
An investment in the Contract is subject to the risks related to us, Security
Benefit Life Insurance Company. Any obligations, guarantees or benefits of the
Contract are subject to our claims-paying ability. If we experience financial
distress, we may not be able to meet our obligations to you. More information
about Security Benefit Life Insurance Company, including our financial strength
ratings, is available upon request by calling 1-800-888-2461 or visiting
www.securitybenefit.com.
Information About the
Company, the Separate
Account, and the
Underlying Funds –
Security Benefit Life
Insurance Company
7

 
RESTRICTIONS
Location in Prospectus
Are There
Restrictions on
the Investment
Options?
Yes.
●Certain investment options may not be available under your Contract.
●Certain Subaccounts prohibit you from transferring out and back in the same
Subaccount within a period of calendar days.
●We reserve the right to limit your transfers to 14 in a Contract Year, to
suspend transfers and limit the transfer amounts, and to limit transfers in
circumstances of frequent or large transfers.
●We reserve the right to add, remove or substitute the Underlying Funds
available as investment options under the Contract.
●We reserve the right to refuse any Purchase Payment, to further limit your
ability to make subsequent Purchase Payments with advance notice, and to
require our prior approval before accepting Purchase Payments.
The Contract –
Allocation of Purchase
Payments
The Contract – Transfers
of Contract Value –
Frequent Transfer
Restrictions
The Fixed Account –
Transfers and
Withdrawals from the
Fixed Account
Other Information –
Changes to Investments
Are There any
Restrictions on
Contract
Benefits?
No.
●There are no optional benefits available under this Contract.
Not Applicable
 
TAXES
Location in Prospectus
What are the
Contract’s Tax
Implications?
●Consult with a tax professional to determine the tax implications of an
investment in and payments received under the Contract.
●If you purchased the Contract through a tax-qualified plan or IRA, you do not
get any additional tax benefit deferral under the Contract.
●Earnings on your Contract are taxed at ordinary income tax rates when you
withdraw them, and you may have to pay a penalty if you take a withdrawal
before age 59½.
Federal Tax Matters
Federal Tax Matters –
Income Taxation of
Annuities in
General—Non Qualified
Contracts
 
CONFLICTS OF INTEREST
Location in Prospectus
How are
Investment
Professionals
Compensated?
Your investment professional may receive compensation for selling this
Contract to you, in the form of commissions, additional payments, and
non-cash compensation. We may share the revenue we earn on this Contract
with your investment professional’s firm. This conflict of interest may influence
your investment professional to recommend this Contract over another
investment for which the investment professional is not compensated or is
compensated less.
Other Information – Sale
of the Contract
Should I
Exchange my
Contract?
Some investment professionals may have a financial incentive to offer you a
new contract in place of the one you already own. You should only exchange a
contract you already own 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 better for you to purchase the new contract rather than
continue to own your existing contract.
Additional
Compensation Paid to
Selected Selling
Broker-Dealers
Fee Table
The following tables describe the fees and expenses that you will pay when buying, owning, 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 each year based on the options you have elected.
The first table describes the 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, or transfer Contract Value between Investment Options. State premium taxes may also be deducted.
Transaction Expenses
 
Charge
Sales Load Imposed on Purchase Payments
None
8

 
Charge
Surrender Charge (as a percentage of amount withdrawn attributable to Purchase Payments)
None
Transfer Processing Fee (per transfer)
None
The next table describes the fees and expenses that you will pay each year during the time that you own the Contract (not including Underlying Fund fees and expenses).
Annual Contract Expenses
 
Charge
Administrative Expenses
None
Base Contract Expenses (as a percentage of average Contract Value)
1.39%1
1  This charge is comprised of both an annual mortality and expense risk charge and an annual administration and distribution charge. The
mortality and expense risk charge is 0.45% and is deducted daily. The maximum administration and distribution charge ranges from 0.59% to
0.94% and is deducted daily. The Company currently charges an administration and distribution charge of 0.91% for all Subaccounts except the
Guggenheim VIF Large Cap Value, Guggenheim VIF World Equity Income, Guggenheim VIF All Cap Value and Guggenheim VIF SMid Cap
Value Subaccounts, for which the Company charges an annual rate of 0.56%.The Base Contract Expenses do not reflect any applicable
Platform Charge, which is an annual charge deducted from Contract Value invested in certain Subaccounts.
The next table below shows the minimum and maximum total operating expenses charged by the Underlying Funds that you may pay periodically during the time that you own the Contract. Expenses shown may change over time and may be higher or lower in the future. These amounts include applicable Platform Charges if you choose to invest in certain Underlying Funds. A complete list of Underlying Funds available under the Contract, including their annual expenses, may be found in Appendix A to this Prospectus.
Annual Underlying Fund Expenses
 
Minimum
Maximum
Annual Underlying Fund Expenses (expenses deducted from Underlying Fund assets include
management fees, distribution (12b-1) fees, service fees and other expenses)
0.90%
2.19%
Net Annual Underlying Fund Expenses (after contractual waivers/reimbursements)1
0.90%
2.14%
1
Certain of the Underlying Funds have entered into contractual expense waiver or reimbursement arrangements that reduce fund expenses
during the period of the arrangement. These arrangements vary in length and are in place at least through April 30, 2027.
Examples — These Examples are intended to help you compare the cost of investing in the Subaccounts with the cost of investing in other annuity contracts that offer Variable Options. These costs include transaction expenses, Annual Contract Expenses and annual Underlying Fund fees and expenses but do not include state premium taxes, which may be applicable to your Contract.
The Example assumes all Contract value is allocated to the Subaccounts. Your costs could differ from those shown below if you invest in the Fixed Account (if available).
These Examples assume that you invest $100,000 in the Subaccounts for the time periods indicated. The Examples also assume that your investment has a 5% return each year. The first Example assumes the most expensive Annual Underlying Fund Expenses. The second Example assumes the least expensive Annual Underlying Fund Expenses. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:
Based on the Most Expensive Annual Underlying Fund Expenses
1 Year
3 Years
5 Years
10 Years
If you surrender your Contract at the end of the applicable time period
$3,258.59
$9,949.81
$16,880.00
$35,307.70
If you do not surrender; or if you annuitize your Contract at the end of the
applicable time period.
$3,258.59
$9,949.81
$16,880.00
$35,307.70
Based on the Least Expensive Annual Underlying Fund Expenses
1 Year
3 Years
5 Years
10 Years
If you surrender your Contract at the end of the applicable time period
$1,969.68
$6,091.71
$10,469.86
$22,642.69
If you do not surrender; or if you annuitize your Contract at the end of the
applicable time period
$1,969.68
$6,091.71
$10,469.86
$22,642.69
9

Principal Risks of Investing in the Contract
Risk of Investment Loss — The Contract involves risks, including possible loss of principal. You bear the risk of any decline in the Contract Value resulting from the performance of the Subaccounts you have chosen. Your losses could be significant. This risk could have a significant negative impact on certain benefits and guarantees under the Contract.
This Contract is not a deposit or obligation of, or guaranteed or endorsed by, any bank. This Contract is not federally insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board, or any other agency.
Short-Term Investment Risk/Withdrawal Risk — This Contract is not designed for short-term investing and is not appropriate for an investor who needs ready access to cash. If you plan to withdraw money or surrender the Contract for short-term needs, it may not be the right contract for you. A tax may be assessed on withdrawals and surrenders, and it could be substantial. If you make a withdrawal prior to age 59½, there may be adverse tax consequences, including a 10% IRS penalty tax. A total withdrawal (surrender) will result in the termination of your Contract and any benefits. The benefits of tax deferral long-term income, and living benefit protections mean that this Contract is more beneficial to investors with a long time horizon.
Subaccount Risk — Amounts that you invest in the Subaccounts are subject to the risk of poor investment performance. You assume the investment risk. Generally, if the Subaccounts that you select make money, your Contract Value goes up, and if they lose money, your Contract Value goes down. Each Subaccount’s performance depends on the performance of its Underlying Fund. Each Underlying Fund has its own investment risks, and you are exposed to the Underlying Fund’s investment risks when you invest in a Subaccount. You are responsible for selecting Subaccounts that are appropriate for you based on your own individual circumstances, investment goals, financial situation, and risk tolerance. The investment risks are described in the prospectuses for the Underlying Funds.
Purchase Payment Risk — Your ability to make subsequent Purchase Payments is subject to restrictions. We reserve the right to refuse any Purchase Payment, to further limit your ability to make subsequent Purchase Payments with advance notice, and to require our prior approval before accepting Purchase Payments. There is no guarantee that you will always be permitted to make Purchase Payments.
Financial Strength and Claims-Paying Ability Risk — All guarantees under the Contract that are paid from our General Account (including under any Fixed Account option) are subject to our financial strength and claims-paying ability. If we experience financial distress, we may not be able to meet our obligations to you.
Business Disruption and Cybersecurity Risk — Our business is highly dependent upon the effective operation of our computer systems and those of our business partners, so our business is vulnerable to systems failures and cyber-attacks. Systems failures and cyber-attacks may adversely affect us, your Contract, and your Contract Value. In addition to cybersecurity risks, we are exposed to the risk that natural and man-made disasters, pandemics (like COVID-19), catastrophes, geopolitical disputes and military actions may significantly disrupt our business operations and our ability to administer the Contract. There can be no assurance that we or our service providers will be able to successfully avoid negative impacts associated with systems failures, cyber-attacks, or natural and man-made disasters, pandemics and catastrophes. We note that there may be an increased risk of cyberattacks during periods of geopolitical or military conflicts. For more information about these risks, see “More About the Contract – Business Disruption and Cybersecurity Risks.”
Tax Consequences Risk — Withdrawals are generally taxable (to the extent of any earnings on the Contract), and prior to age 59½ a tax penalty may apply. In addition, even if the Contract is held for years before any withdrawal is made, the withdrawals are taxable as ordinary income rather than capital gains.
Contract Changes Risk — From time to time, we make changes to the Contract. We may limit the number of transfers to 14 in a Contract Year. We may restrict your ability to make subsequent Purchase Payments. We may limit the number of loans you may have outstanding at any time. We reserve the right to add, remove or substitute the Underlying Funds available as investment options under the Contract in accordance with applicable law. We may change the investment restrictions under certain optional benefits, and we may stop offering for purchase any currently available optional benefit at any time.
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Information About the Company, the Separate Account, and the Underlying Funds
Security Benefit Life Insurance Company — Security Benefit Life Insurance Company is a life insurance company organized under the laws of the State of Kansas. It was organized originally as a fraternal benefit society and commenced business February 22, 1892. It became a mutual life insurance company on January 2, 1950 and converted to a stock life insurance company on July 31, 1998. The Company’s indirect parent, Eldridge Industries, LLC, owns, operates and invests in businesses across a wide range of sectors and is ultimately controlled by Todd L. Boehly.
The Company offers life insurance policies and annuity contracts, as well as financial and retirement services. It is admitted to do business in the District of Columbia, and in all states except New York. As of the end of 2025, the Company had total assets under management of approximately $49.6 billion. The Company’s address is One Security Benefit Place, Topeka, Kansas 66636-0001.
The Principal Underwriter for the Contracts is Security Distributors, LLC (“SDL”), One Security Benefit Place, Topeka, Kansas 66636-0001. SDL, a wholly-owned subsidiary of the Company, is registered as a broker-dealer with the SEC and is a member of the Financial Industry Regulatory Authority (“FINRA”).
We are obligated to pay all amounts promised to you under your Contract. All guarantees under the Contract are subject to our financial strength and claims-paying capabilities. We provide information about our financial strength in reports filed with state insurance departments. You may obtain information about us by contacting us using the information stated on the cover page of this Prospectus, visiting our website at www.securitybenefit.com or visiting the SEC’s website at www.sec.gov. You may also obtain reports and other financial information about us by contacting your state insurance department.
Published Ratings — The Company may from time to time publish in advertisements, sales literature and reports to Participants, the ratings and other information assigned to it by one or more independent rating organizations such as A.M. Best Company and Standard & Poor’s. The purpose of the ratings is to reflect the financial strength and/or claims-paying ability of the Company and should not be considered as bearing on the investment performance of assets held in the Separate Account. Each year A.M. Best Company reviews the financial status of thousands of insurers, culminating in the assignment of Best’s Ratings. These ratings reflect their current opinion of the relative financial strength and operating performance of an insurance company in comparison to the norms of the life/health insurance industry. In addition, the claims-paying ability of the Company as measured by Standard & Poor’s Insurance Ratings Services may be referred to in advertisements or sales literature or in reports to Participants. These ratings, which are subject to change, are opinions as to an operating insurance company’s financial capacity to meet the obligations of its insurance and annuity policies in accordance with their terms. Such ratings do not reflect the investment performance of the Separate Account or the degree of risk associated with an investment in the Separate Account.
Separate Account — The Company established the Separate Account under Kansas law on October 26, 1998. The Contract provides that the income, gains, or losses of the Separate Account, whether or not realized, are credited to or charged against the assets of the Separate Account without regard to other income, gains, or losses of the Company. Kansas law provides that assets in the Separate Account attributable to the reserves and other liabilities under a Contract may not be charged with liabilities arising from any other business that the Company conducts if, and to the extent, the Contract so provides. The Contract contains a provision stating that assets held in the Separate Account may not be charged with liabilities arising from other business that the Company conducts. The Company owns the assets in the Separate Account and is required to maintain sufficient assets in the Separate Account to meet all Separate Account obligations under the Contract. Such Separate Account assets are not subject to claims of the Company’s creditors.
The Separate Account consists of accounts referred to as Subaccounts. The Contract provides that the income, gains and losses, whether or not realized, are credited to, or charged against, the assets of each Subaccount without regard to the income, gains or losses in the other Subaccounts. Each Subaccount invests exclusively in shares of a corresponding Underlying Fund. Contract value allocated to a Subaccount will vary based on the investment experience of the corresponding Underlying Fund in which the Subaccount invests. There is a risk of loss of the entire amount invested.
The Company may in the future establish additional Subaccounts of the Separate Account, which may invest in other Underlying Funds or in other securities or investment vehicles. See “Changes to Investments.”
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The Separate Account is registered with the SEC as a unit investment trust under the Investment Company Act of 1940, as amended (the “1940 Act”). Registration with the SEC does not involve supervision by the SEC of the administration or investment practices of the Separate Account or of the Company.
We do not guarantee the investment results of the Separate Account. Accumulated Value allocated to a Subaccount will vary based on the investment experience of the corresponding Investment Option in which the Subaccount invests. You bear the risk of any decline in the Accumulated Value of your Contract resulting from the performance of the Investment Option you have chosen. There is a risk of loss of the entire amount invested.
Underlying Funds — Each Underlying Fund is an open-end management investment company or a series thereof and is registered with the SEC under the 1940 Act. Such registration does not involve supervision by the SEC of the investments or investment policies of the Underlying Fund. Each Underlying Fund has its own investment objectives and policies.
Shares of the Underlying Funds currently are not publicly traded. They are available only as investment options in variable annuity or variable life insurance policies issued by life insurance companies or in some cases, through participation in certain qualified pension or retirement plans. Certain Underlying Funds have similar investment objectives and policies as other mutual funds managed by the same adviser. The investment results of the Underlying Funds, however, may be higher or lower than the results of such other funds. There can be no assurance, and no representation is made, that the investment results of any of the Underlying Funds will be comparable to the investment results of any other fund, even if both the Underlying Fund and the other fund are managed by the same adviser.
Information regarding each Underlying Fund, including its (i) name, (ii) type or investment objective, (iii) investment adviser and any sub-investment adviser, (iv) current expenses, and (v) performance, is available in an appendix to this Prospectus. See Appendix A: Underlying Funds Available Under the Contract. We cannot assure that any Underlying Fund will achieve its objective. Each Underlying Fund has issued a prospectus that contains more detailed information about the Underlying Fund. Read these prospectuses carefully before investing. Paper or electronic copies of the Underlying Fund prospectuses may be obtained by calling us at 1-800-888-2461, e-mailing us at SBLProspectusRequests@securitybenefit.com or visiting https://vpx.broadridge.com/GetContract1.asp?doctype=pros&cid=sblife&fid=814121828.
Certain Payments the Company and its Affiliates Receive with Regard to the Underlying Funds. The Company (and its affiliates) receives payments from some of the Underlying Funds, their advisers, sub-advisers, and distributors, or affiliates thereof. The Company negotiates these payments and thus they differ by Underlying Fund (sometimes substantially), and the amounts the Company (or its affiliates) receives can be significant. Where these payments are made, the advisers, sub-advisers, or distributors (or affiliate thereof) of those Underlying Funds have increased access to the Company and its affiliates involved in the distribution of the Contract. Proceeds from these payments can be used by the Company for any corporate purpose, including payment of expenses that the Company and its affiliates incur in promoting, marketing, and administering the Contract and in the Company’s role as an intermediary for the Underlying Funds. The Company and its affiliates may profit from these payments.
12b-1 Fees. The Company and/or its subsidiary, SDL, the principal underwriter for the Contract, receive 12b-1 fees from certain of the Underlying Funds that are based on a percentage of the average daily net assets of the particular Underlying Fund attributable to the Contract and certain other variable insurance contracts issued or administered by the Company (or its affiliates). 12b-1 fees are paid out of Underlying Fund assets as part of the Underlying Fund’s total annual operating expenses. Payments made out of Underlying Fund assets will reduce the amount of assets that would otherwise be available for investment, and will reduce the Underlying Fund’s investment returns. Currently, the Company and SDL receive 12b-1 fees of up to 0.25% of the average net assets of the Contract (and certain other variable insurance contracts issued or administered by the Company (or its affiliates)) invested in Underlying Funds that pay 12b-1 fees.
Payments from Underlying Fund Service Providers. The Company (or its affiliates) also receives payments from the investment advisers, sub-advisers, or distributors (or affiliates thereof) of certain of the Underlying Funds. These payments may be derived, in whole or in part, from the investment advisory fee deducted from Underlying Fund assets. Participants, through their indirect investment in the Underlying Funds, bear the costs of these investment advisory fees (see the Underlying Funds’ prospectuses for more information). These payments usually are based on a percentage of the average daily net assets of the particular Underlying Fund attributable to the Contract and to certain other variable insurance contracts issued or administered by the Company (or its affiliates). Currently, the Company and its affiliates receive payments that range from 0.15% to 0.45% of the average net assets of the Contract (and certain other variable insurance contracts issued or administered by the Company (or its affiliates)) invested in an Underlying Fund. The Company may also receive payments from certain of the investment
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advisers, sub-advisers, or distributors (or affiliates thereof) of certain of the Underlying Funds that is based on a pre-determined fee and not based on the average net assets of the Contract (or other variable insurance contracts issued or administered by the Company or its affiliates) invested in the Underlying Fund. None of these payments are paid from Underlying Fund assets.
Other Payments. In the case of certain of the Underlying Funds, the Underlying Fund’s adviser, sub-adviser, distributor, or affiliates provide the Company (or its affiliates) and/or broker-dealers that sell the Contract (“selling firms”) with wholesaling services to assist the Company in the distribution of the Contract, pay the Company (or its affiliates) and/or selling firms amounts to participate in their national and regional sales conferences and meetings with their sales desks, and/or provide the Company (or its affiliates) and/or selling firms with occasional gifts, meals, tickets, or other compensation as an incentive for them to market the Underlying Funds when offering or distribution the Contract and to cooperate with their promotional efforts for the Underlying Funds.
For details about the compensation payments the Company makes in connection with the sale of the Contract, see “Sale of the Contract.”
Total Payments. Currently, the Company and its affiliates, including SDL, receive payments from the Underlying Funds, their advisers, sub-advisers, and distributors, or affiliates thereof in the form of 12b-1 fees and/or other payments described above that range in total from a minimum of 0.15% to a maximum of 0.60% of the average net assets of the Contract (and certain other variable insurance contracts issued or administered by the Company (or its affiliates)) invested in the Underlying Funds. This does not include the arrangements with certain of the investment advisers, sub-advisers, or distributors (or affiliates thereof) of certain of the Underlying Funds in which the payment is not based on the average net assets of the Contract invested in an Underlying Fund.
Selection of Underlying Funds. The Company selects the Underlying Funds offered through the Contract based on several criteria, including asset class coverage, the strength of the investment adviser’s (or sub-adviser’s) reputation and tenure, brand recognition, performance, and the capability and qualification of each investment firm. Another factor the Company considers during the selection process is whether the Underlying Fund, its adviser, its sub-adviser, or an affiliate will make payments to the Company or its affiliates, as described above. These payment arrangements may create an incentive for us to select funds that pay us higher amounts. The Company also considers whether the Underlying Fund’s adviser is one of its affiliates, and whether the Underlying Fund, its adviser, sub-adviser, or distributor (or an affiliate) can provide marketing and distribution support for sale of the Contract. The Company reviews each Underlying Fund periodically after it is selected. Upon review, the Company may remove an Underlying Fund or restrict allocation of additional Purchase Payments and/or transfers of Contract Value to an Underlying Fund if it determines the Underlying Fund no longer meets one or more of the criteria and/or if the Underlying Fund has not attracted significant assets. The Company does not recommend or endorse any particular Underlying Fund and does not provide investment advice.
Services and Administration — The Company has primary responsibility for all administration of the Contracts and the Separate Account. The Company has entered into an administrative services agreement with SE2, LLC (“SE2”), 5801 SW 6th Avenue, Topeka, Kansas 66636, whereby SE2 provides certain business process outsourcing services with respect to the Contracts. SE2 may engage other service providers to provide certain administrative functions. SE2 is an affiliate of the Company.
Charges and Deductions
Certain charges will be deducted in connection with the Contract, as described below.
Transaction Expenses
Premium Tax Charge — Whether or not a premium tax is imposed will depend upon, among other things, the Holder’s state of domicile, the Annuitant’s state of residence, and the insurance tax laws and the Company’s status in a particular state. Various states and municipalities impose a tax on premiums on annuity contracts received by insurance companies. Such a tax is typically assessed when annuity payments are to begin, and, accordingly, the Company currently deducts this charge upon the Annuity Start Date. The Company assesses a premium tax charge to reimburse itself for any premium tax that it incurs in connection with the Contract. The Company reserves the right to deduct premium taxes when due or any time thereafter. In Maine, South Dakota and Wyoming, the Company deducts the premium tax from Purchase Payments applied to a Non-Qualified Contract. Those amounts are currently 2.00% and 1.00% respectively. Premium tax rates currently range from 0% to 3.5% but are subject to change by a governmental entity.
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Annual Contract Expenses
Administrative Expenses
The Company does not deduct Administrative Expenses from your Contract.
Base Contract Expenses
Mortality and Expense Risk Charge — The Company deducts a daily charge from the assets of each Subaccount for mortality and expense risks assumed by the Company under the Contract. The charge is equal to an annual rate of 0.45% of each Subaccount’s average daily net assets.
The mortality and expense risk charge is intended to compensate the Company for certain mortality and expense risks the Company assumes in offering and administering the Contract and in operating the Subaccounts.
The expense risk is the risk that the Company’s actual expenses in issuing and administering the Contract and operating the Subaccounts will be more than the charges assessed for such expenses. The mortality risk borne by the Company is the risk that Annuitants, as a group, will live longer than the Company’s actuarial tables predict. In this event, the Company guarantees that annuity payments will not be affected by a change in mortality experience that results in the payment of greater annuity income than assumed under the Annuity Options in the Contract. The Company also assumes a mortality risk in connection with the death benefit under the Contract (i.e., for deaths occurring sooner than the Company’s actuarial tables predict).
The Company may ultimately realize a profit from this charge to the extent it is not needed to cover mortality and administrative expenses, but the Company may realize a loss to the extent the charge is not sufficient. The Company may use any profit derived from this charge for any lawful purpose, including distribution expenses. See “Determination of Contract Value” for more information about how the Company deducts the mortality and expense risk charge.
Administration and Distribution Charge — The Company may deduct a maximum daily administration and distribution charge equal to an annual rate of 0.94% of each Subaccount’s average daily net assets, except the Guggenheim VIF Large Cap Value, Guggenheim VIF World Equity Income, Guggenheim VIF All Cap Value and Guggenheim VIF SMid Cap Value Subaccounts for which the maximum annual rate is 0.59%. The Company is currently charging an annual rate of 0.91% of each Subaccount’s average daily net assets (0.56% of the average daily net assets of the Guggenheim VIF Large Cap Value, Guggenheim VIF World Equity Income, Guggenheim VIF All Cap Value and Guggenheim VIF SMid Cap Value Subaccounts). The purpose of this charge is to reimburse the Company for the expenses associated with administration and distribution of the Contract and operation of the Subaccounts. The Company expects to profit from this charge and may use any profit derived from this charge for any lawful purpose, including distribution expenses. Any administration and distribution charge that exceeds 0.59% is sometimes referred to in this Prospectus as a Platform Fee.
Other Charges — The Company may charge the Separate Account or the Subaccounts for the federal, state, or local taxes incurred by the Company that are attributable to the Separate Account or the Subaccounts, or to the operations of the Company with respect to the Contract, or that are attributable to payment of premiums or acquisition costs under the Contract. No such charge is currently assessed. See “Tax Status of the Company and the Separate Account” and “Charge for the Company’s Taxes.”
Variations in Charges — The Company may reduce or waive the amount of the administration and distribution charge for the Contract where the expenses associated with the administration of the Contract are reduced.
Guarantee of Certain Charges — The Company guarantees that: (1) the charge for mortality and expense risks will not exceed an annual rate of 0.45% of each Subaccount’s average daily net assets; and (2) the Administration and Distribution charge will not exceed an annual rate of 0.94% (0.59% for the Guggenheim VIF Large Cap Value, Guggenheim VIF World Equity Income, Guggenheim VIF All Cap Value, and Guggenheim VIF SMid Cap Value) of each Subaccount’s average daily net assets.
Underlying Fund Expenses — Each Subaccount of the Separate Account purchases shares at the net asset value of the corresponding Underlying Fund. Each Underlying Fund’s net asset value reflects the investment advisory fee and other expenses that are deducted from the assets of the Underlying Fund. These fees and
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expenses are not deducted from the Subaccounts but are paid from the assets of the corresponding Underlying Fund. As a result, the Participant indirectly bears a pro rata portion of such fees and expenses. The advisory fees and other expenses, if any, which are more fully described in each Underlying Fund’s prospectus, are not specified or fixed under the terms of the Contract and may vary from year to year.
The Contract
General — The Company issues the Contract offered by this Prospectus. It is a group flexible purchase payment deferred variable annuity. To the extent that you allocate all or a portion of your Purchase Payments to the Subaccounts, the Contract is significantly different from a fixed annuity contract in that it is the Participant who assumes the risk of investment gain or loss rather than the Company. When you are ready to begin receiving annuity payments, the Contract provides several Annuity Options under which the Company will pay periodic annuity payments on a fixed basis, beginning on the Annuity Start Date. The amount that will be available for annuity payments will depend on the investment performance of the Subaccounts to which you have allocated Contract Value and the amount of on Contract Value that you have allocated to the Fixed Account. You may purchase the Contract under the terms of the Trust Agreement if you are eligible to be a Participant under its terms.
Important Information About Your Benefits Under the Contract — The benefits under the Contract are paid by us from our General Account assets and/or your Contract Value held in the Separate Account. It is important that you understand that payment of benefits from the Separate Account is not guaranteed and depends upon certain factors discussed below.
Assets in the Separate Account. Your Contract permits you to allocate Purchase Payments and Contract Value to various Subaccounts. You bear all of the investment risk for allocations to the Subaccounts. Your Contract Value in the Subaccounts is part of the assets of the Separate Account. These assets are segregated and cannot be charged with liabilities arising from any other business that we may conduct.
Assets in the General Account. Any guarantees under the Contract that exceed your Contract Value (such as those associated with the death benefit) are paid from our General Account. We issue other types of insurance policies and financial products as well, and we pay our obligations under these products from our assets in the General Account.
Any amounts that we are obligated to pay under the Contract from the General Account are subject to our financial strength and claims-paying ability. An insurance company’s financial strength and claims-paying ability may be affected by, among other factors, adverse market developments. Adverse market developments may result in, among other things, realized losses on General Account investments, unrealized losses on such investments (which may or may not result in accounting impairments), increased reserve requirements, and a reduction of capital both absolutely and relative to minimum, regulatory required capital (some of which are cash items and some of which are noncash items). Adverse market developments are an inherent risk to our, and any insurer’s, General Account.
Application to Invest in the Contract — If you wish to invest in the Contract, you may submit a participation enrollment form and an initial Purchase Payment to the Company, as well as any other form or information that the Company may require. The Company reserves the right to reject a participation enrollment form or Purchase Payment for any reason, subject to the Company’s underwriting standards and guidelines and any applicable state or federal law relating to nondiscrimination. The maximum age for which a participation enrollment form will be accepted is age 90.
Purchase Payments — The minimum initial Purchase Payment for the purchase of a Contract is $1,000. Thereafter, you may choose the amount and frequency of Purchase Payments, except that the minimum subsequent Purchase Payment is $100. There is no minimum for subsequent Purchase Payments made pursuant to an Automatic Investment Program. The Company may reduce the minimum Purchase Payment requirement under certain circumstances. A Purchase Payment exceeding $1,000,000 will not be accepted without prior approval of the Company. The Company has the right to refuse any Purchase Payment and to cease accepting Purchase Payments.
The Company will apply the initial Purchase Payment not later than the end of the second Valuation Date after the Valuation Date it is received by the Company, in good order. In this regard “good order” means that the Purchase Payment is preceded or accompanied by an application that contains sufficient information to establish an account and properly credit such Purchase Payment. The application form will be provided by the Company. If you submit your application and/or initial Purchase Payment to your registered representative, the Company will not begin processing the application and the initial Purchase Payment until the Company receives them from your representative’s broker-dealer.
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Sometimes the Purchase Payment is not preceded by or accompanied by a complete application. The application includes your affirmative consent permitting the Company to hold your initial Purchase Payment beyond five Valuation Dates in its effort to complete your application. If your application is incomplete, and the Company is unable to resolve the problem within five Valuation Dates, the Company will notify you of the reasons for the delay. If you affirmatively revoke the consent given with your application to hold your initial Purchase Payment pending resolution of the problem, we will return your Purchase Payment. Otherwise, the Purchase Payment will be applied not later than the second Valuation Date after the Valuation Date the problem is resolved.
The Company will credit subsequent Purchase Payments as of the end of the Valuation Period in which they are received by the Company at its Administrative Office; however, subsequent Purchase Payments received at or after close of a Valuation Date (normally 3:00 p.m. Central time) will be effected at the Accumulation Unit value determined on the following Valuation Date. See “Cut-Off Times.” In addition, any such Purchase Payment will not be processed until it is in good order. In this regard, “good order” means that the Purchase Payment is preceded or accompanied by sufficient information to properly credit such Purchase Payment. Purchase Payments after the initial Purchase Payment may be made at any time prior to the Annuity Start Date, so long as the Participant is living. Subsequent Purchase Payments under a Qualified Plan may be limited by the terms of the plan and provisions of the Internal Revenue Code. Subsequent Purchase Payments may be paid under an Automatic Investment Program. The initial Purchase Payment required must be paid before the Company will accept the Automatic Investment Program. If you submit a subsequent Purchase Payment to your registered representative, the Company will not begin processing the Purchase Payment until the Company receives it from your representative’s broker-dealer.
If mandated under applicable law, the Company may be required to reject a Purchase Payment. The Company also may be required to provide additional information about the Participant’s account to government regulators. In addition, the Company may be required to block the Participant’s account and thereby refuse to pay any request for transfers, full or partial withdrawals (including systematic withdrawals), or death benefits until instructions are received from the appropriate regulator.
Allocation of Purchase Payments — In an application for a Contract, you select the Subaccounts and/or the Fixed Account to which Purchase Payments will be allocated. Purchase Payments will be allocated according to your instructions contained in the application or more recent instructions received, if any. The allocations must be whole percentages and must total 100%. Available allocation alternatives include the Subaccounts and the Fixed Account (if available).
You may change the Purchase Payment allocation instructions by submitting a proper written request to the Company’s Administrative Office. A proper change in allocation instructions will be effective upon receipt by the Company at its Administrative Office and will continue in effect until you submit a change in instructions to the Company. You may make changes in your Purchase Payment allocation and changes to an existing Dollar Cost Averaging or Asset Reallocation Option (each, an “Automatic Allocation Program”) by telephone provided the proper form is properly completed, signed, and received by the Company at its Administrative Office. Changes in the allocation of future Purchase Payments have no effect on existing Contract Value. You may, however, transfer Contract Value among the Subaccounts and/or the Fixed Account in the manner described in “Transfers of Contract Value.”
Fund Liquidations. If your allocation instructions include a Subaccount that becomes no longer available due to a fund liquidation, upon advance notice to you and unless you otherwise instruct us, we will allocate the applicable portion of any subsequent Purchase Payments to the Fixed Account, and any automatic allocation instructions for scheduled transfers that include a Subaccount that is no longer available due to a fund liquidation will be terminated. If you wish to set up a new Dollar Cost Averaging Option or Asset Reallocation Option (without the Subaccount that is no longer available due to a fund liquidation), you will need to submit a new form to us. If you request a transfer of Contract Value to a Subaccount that is no longer available due to a fund liquidation, we will consider your request to not be in good order, and we will not process it. In such cases, we will contact you for further instructions.
Closed Subaccounts. We reserve the right to close Subaccounts. If we close a Subaccount (a “Closed Subaccount”), you may be prevented from allocating Purchase Payments or Contract Value to that Subaccount. Currently, there are no Closed Subaccounts under the Contract. In the event that we receive a request to allocate Purchase Payments or Contract Value to a Closed Subaccount, we will handle that transaction as follows:
New Applications. If we receive an application for a Contract with an allocation to a Closed Subaccount, we will consider the application to be incomplete and we will attempt to contact the applicant to get revised instructions. The Company will hold the Purchase Payment in its General Account and may take up to five Valuation Dates to resolve the problem. If the Company is unable to resolve the problem within five Valuation Dates, the Company will notify the applicant of the reasons for the delay. If the applicant affirmatively revokes the consent given with their application to
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hold the initial Purchase Payment pending resolution of the problem, we will return the applicant’s Purchase Payment. Otherwise, the Purchase Payment will be applied not later than the second Valuation Date after the Valuation Date the problem is resolved.
Existing Contracts. If you have Contract Value in a Closed Subaccount as of its close date, your Contract Value will remain invested in the Subaccount, but you will not be able to allocate Purchase Payments or transfer Contract Value to the Closed Subaccount. Transfers of Contract Value include transfers pursuant to an Automatic Investment Program. No Automatic Investment Program will permit allocations to a Closed Subaccount. Except as otherwise provided, if we receive a Purchase Payment for an existing Contract with an allocation to a Closed Subaccount, we will allocate the applicable portion of the payment to the Fixed Account. If you have automatic allocation instructions designating allocation to a Closed Subaccount pursuant to an Automatic Reallocation Program as of the date that a Subaccount is closed, your automatic allocation instructions will be terminated as of the close of business on that date. If you wish to set up a new Dollar Cost Averaging Option or Asset Allocation Option (without the Closed Subaccount), you will need to submit a new form to us. If you request a transfer of Contract Value to the Closed Subaccount, we will consider your request not to be in good order, and we will not process it. In such cases, we will contact you for further instructions.
Dollar Cost Averaging Option — For no additional charge, prior to the Annuity Start Date, you may dollar cost average your Contract Value by authorizing the Company to make periodic transfers of Contract Value from any one Subaccount to one or more of the other Subaccounts. Dollar cost averaging is a systematic method of investing in which securities are purchased at regular intervals in fixed dollar amounts so that the cost of the securities gets averaged over time and possibly over various market cycles. The option will result in the transfer of Contract Value from one Subaccount to one or more of the other Subaccounts. Amounts transferred under this option will be credited at the price of the Subaccount as of the end of the Valuation Dates on which the transfers are effected. Since the price of a Subaccount’s Accumulation Units will vary, the amounts transferred to a Subaccount will result in the crediting of a greater number of units when the price is low and a lesser number of units when the price is high. Similarly, the amounts transferred from a Subaccount will result in a debiting of a greater number of units when the price is low and a lesser number of units when the price is high. Dollar cost averaging does not guarantee profits, nor does it assure that you will not have losses.
A Dollar Cost Averaging form is available upon request. On the form, you must designate whether Contract Value is to be transferred on the basis of a specific dollar amount, a fixed period or earnings only, the Subaccount or Subaccounts to and from which the transfers will be made, the desired frequency of the transfers, which may be on a monthly, quarterly, semiannual or annual basis, and the length of time during which the transfers shall continue or the total amount to be transferred over time. The minimum amount that may be transferred to any one Subaccount is $25.00. The Company does not require that transfers be continued over any minimum period of time, although typically dollar cost averaging would extend over a period of at least one year.
After the Company has received a Dollar Cost Averaging request in proper form at its Administrative Office, the Company will transfer Contract Value in the amounts you designate from the Subaccount from which transfers are to be made to the Subaccount or Subaccounts you have chosen. The Company will effect each transfer on the date you specify or if no date is specified, on the monthly, quarterly, semiannual or annual anniversary, whichever corresponds to the period selected, as of the date of receipt at the Administrative Office of a Dollar Cost Averaging request in proper form. Transfers will be made until the total amount elected has been transferred, or until Contract Value in the Subaccount from which transfers are made has been depleted.
You may make changes to the option by writing to the Company’s Administrative Office or by telephone provided the proper form is completed, signed, and received by the Company. You may instruct the Company at any time to terminate the option by written request to the Company’s Administrative Office. In that event, the Contract Value in the Subaccount from which transfers were being made that has not been transferred will remain in that Subaccount unless you instruct us otherwise. If you wish to continue transferring on a dollar cost averaging basis after the expiration of the applicable period, the total amount elected has been transferred, or the Subaccount has been depleted, or after the Dollar Cost Averaging Option has been canceled, a new Dollar Cost Averaging form must be completed and sent to the Administrative Office. The Company requires that you wait at least one month if transfers were made on a monthly basis, or one quarter if transfers were made on a quarterly, semiannual or annual basis, before reinstating Dollar Cost Averaging after it has been terminated for any reason. The Company may discontinue, modify, or suspend the Dollar Cost Averaging Option at any time. The Company does not currently charge a fee for this option. If you elect the Dollar Cost Averaging Option, you may also elect the Asset Reallocation Option.
You may also dollar cost average Contract Value to or from the Fixed Account. You may not have in effect at the same time Dollar Cost Averaging and Asset Reallocation Options if the Fixed Account is included in one of these two options.
17

Asset Reallocation Option — For no additional charge, prior to the Annuity Start Date, you may authorize the Company to automatically transfer Contract Value on a monthly, quarterly, semiannual or annual basis to maintain a particular percentage allocation among the Subaccounts. The Contract Value allocated to each Subaccount will grow or decline in value at different rates during the selected period, and Asset Reallocation automatically reallocates the Contract Value in the Subaccounts to the allocation you selected on a monthly, quarterly, semiannual or annual basis, as you select. Asset Reallocation is intended to transfer Contract Value from those Subaccounts that have increased in value to those Subaccounts that have declined in value. Over time, this method of investing may help you buy low and sell high. This investment method does not guarantee profits, nor does it assure that you will not have losses.
To elect this option an Asset Reallocation request in proper form must be received by the Company at its Administrative Office. An Asset Reallocation form is available upon request. On the form, you must indicate the applicable Subaccounts, the applicable time period and the percentage of Contract Value to be allocated to each Subaccount.
Upon receipt of the Asset Reallocation form, the Company will effect a transfer or, in the case of a new Contract, will allocate the initial Purchase Payment among the Subaccounts based upon the percentages that you selected. Thereafter, the Company will transfer Contract Value to maintain that allocation on each monthly, quarterly, semiannual or annual anniversary, as applicable, as of the date of the Company’s receipt of the Asset Reallocation request in proper form. The amounts transferred will be credited at the price of the Subaccount as of the end of the Valuation Date on which the transfer is effected.
You may make changes to the option by writing to the Company’s Administrative Office or by telephone provided the proper form is completed, signed, and received at the Company’s Administrative Office. You may instruct the Company at any time to terminate this option by written request to the Company’s Administrative Office. In that event, the Contract Value in the Subaccounts that has not been transferred will remain in those Subaccounts regardless of the percentage allocation unless you instruct us otherwise. If you wish to continue Asset Reallocation after it has been canceled, a new Asset Reallocation form must be completed and sent to the Company’s Administrative Office. The Company may discontinue, modify, or suspend, and reserves the right to charge a fee, for the Asset Reallocation Option at any time. The Company does not currently charge a fee for this option. If you elect the Asset Reallocation Option, you may also elect the Dollar Cost Averaging Option.
Contract Value allocated to the Fixed Account may be included in the Asset Reallocation Option. You may not have in effect at the same time Dollar Cost Averaging and Asset Reallocation Options if the Fixed Account is included in one of these two options.
Transfers of Contract Value — You may transfer Contract Value among the Subaccounts upon proper written request to the Company’s Administrative Office both before and after the Annuity Start Date. You may make transfers (other than transfers pursuant to the Dollar Cost Averaging and Asset Reallocation Options) by telephone if the Electronic Transfer Privilege section of the application or the proper form has been completed, signed and received at the Company’s Administrative Office. The minimum transfer amount is $100, or the amount remaining in a given Subaccount. The minimum transfer amount does not apply to transfers under the Dollar Cost Averaging or Asset Reallocation Options.
The Company generally effects transfers between or from the Subaccounts at their respective Accumulation Unit values as of the close of the Valuation Period during which the transfer request is received; however, transfer requests received at or after the close of a Valuation Date (normally 3:00 p.m. Central Time) will be effected at the Accumulation Unit value determined on the following Valuation Date. See “Cut-Off Times.” In addition, a transfer request will not be processed until it is in good order. In this regard, “good order” means that the transfer request is preceded or accompanied by sufficient information to properly execute the transfer.
You may also transfer Contract Value from the Subaccounts to the Fixed Account and from the Fixed Account to the Subaccounts. The Company generally does not limit the frequency of transfers, although the Company reserves the right to limit the number of transfers in a Contract Year. The Company will limit your transfers if we determine that you are engaging in a pattern of transfers that is disruptive to the Underlying Funds or potentially disadvantageous to other Participants with Contract Value allocated to the applicable Subaccount(s) and we believe that suspension of your electronic transfer privileges, as discussed below, does not adequately address your transfer activity. The Company does not assess a transfer processing fee on transfers.
Frequent Transfer Restrictions. The Contract is not designed for organizations or individuals engaging in a market timing strategy, or making programmed transfers, frequent transfers or transfers that are large in relation to the total assets of an Underlying Fund. These kinds of strategies and transfer activities may disrupt portfolio management of the Underlying Funds in which the Subaccounts invest (such as requiring the Underlying Fund to maintain a high level of cash or causing an Underlying Fund to liquidate investments prematurely to pay
18

withdrawals), hurt Underlying Fund performance, and drive Underlying Fund expenses (such as brokerage and administrative expenses) higher, which are reflected in Underlying Fund performance. In addition, because other insurance companies and/or retirement plans may invest in the Underlying Funds, the risk exists that the Underlying Funds may suffer harm from programmed, frequent, or large transfers among subaccounts of variable contracts issued by other insurance companies or among investment options available to retirement plan participants. These risks and costs are borne by all shareholders of an affected Underlying Fund, Participants with Contract Value allocated to the corresponding Subaccount (as well as their Designated Beneficiaries and Annuitants) and long-term investors who do not generate these costs.
The Company has in place policies and procedures designed to restrict transfers if we determine that you are engaging in a pattern of transfers that is disruptive to the Underlying Funds or potentially disadvantageous to other Participants with Contract Value allocated to the applicable Subaccount (regardless of the number of previous transfers the Participant has made during the Contract Year). In making this determination, we monitor transfers among the Subaccounts and consider, among other things, the following factors:
●
the total dollar amount being transferred;
●
the number of transfers you made within a period of time;
●
transfers to and from (or from and to) the same Subaccount;
●
whether your transfers appear to follow a pattern designed to take advantage of short-term market fluctuations; and
●
whether your transfers appear to be part of a group of transfers made by a third party on behalf of the individual Participants in the group.
There is a risk that some Participants may engage in transfer activity in a manner that is disruptive to the Underlying Funds or potentially disadvantageous to other Participants, which may have a negative impact on such other Participants. If the Company determines that your transfer patterns among the Subaccounts are disruptive to the Underlying Funds or potentially disadvantageous to Participants, the Company may send you a letter notifying you that it is prohibiting you from making telephone transfers or other electronic transfers and instead requiring that you submit transfer requests in writing via regular U.S. mail for a disclosed period beginning on the date of the letter.
In addition, if you make a transfer from any of the Subaccounts listed below, then you may not make a transfer to that same Subaccount for a period of calendar days equal to the amount listed in the table below in the column titled “Transfer Block Restriction.” The Transfer Block Restriction applies only on Subaccount transfer amounts greater than $5,000 with the exception of the T. Rowe Price Mid Cap Growth Subaccount, which has no dollar threshold. The calendar day after the date of the transfer out of the particular Subaccount is considered day 1 for the purpose of computing the period before a transfer to the same Subaccount may be made. For example, if you transfer money out of the NAA SMid-Cap Value Series Subaccount on April 16, the 30 day restriction begins on April 17 and ends on May 16, which means you could transfer back into the NAA SMid-Cap Value Series Subaccount on May 17. This restriction does not apply to transfers made pursuant to the Dollar Cost Averaging and Asset Reallocation Options.
Subaccount
Transfer
Block Restriction
(# of Calendar Days)
Goldman Sachs VIT Small Cap Equity Insights, Goldman Sachs VIT Strategic Growth
30 days
Invesco V.I. EQV International Equity, Invesco V.I. Global Real Estate
30 days
Janus Henderson VIT Research
30 days
NAA All Cap Value Series, NAA Large Cap Value Series, NAA SMid-Cap Value Series,
NAA World Equity Income Series
30 days
Neuberger Berman Quality Equity Portfolio
30 days
PIMCO VIT Real Return, PIMCO VIT Total Return
30 days
Rydex VIF Energy Services
Unlimited
T. Rowe Price Mid Cap Growth
30 days
In addition to the Company’s own frequent transfer procedures, the Underlying Funds may have adopted their own policies and procedures with respect to frequent transfer of their respective shares, and the Company reserves the right to enforce these policies and procedures. The prospectuses for the Underlying Funds describe any such
19

policies and procedures, which may be more or less restrictive than the policies and procedures the Company has adopted. In particular, some of the Underlying Funds have reserved the right to temporarily or permanently refuse payments or transfer requests from the Company if, in the judgment of the Underlying Fund’s manager, the Underlying Fund would be unable to invest effectively in accordance with its investment objective or policies, or would otherwise potentially be adversely affected.
You should be aware that the Company currently may not have the contractual obligation or the operational capacity to apply the Underlying Funds’ frequent transfer policies and procedures. However, under SEC rules, the Company is required to: (1) enter into a written agreement with each Underlying Fund or its principal underwriter that obligates the Company to provide to the Underlying Fund promptly upon request certain information about the trading activity of individual Participants, and (2) execute instructions from the Underlying Fund to restrict or prohibit further purchases or transfers by specific Participants who violate the frequent transfer policies established by the Underlying Fund.
Managers of the Underlying Funds may contact the Company if they believe or suspect that there is market timing or other potentially harmful trading, and, if so, the Company will take appropriate action to protect others. In particular, the Company may, and the Company reserves the right to, reverse a potentially harmful transfer. If the Company reverses a potentially harmful transfer, it will effect such reversal not later than the close of business on the second Valuation Date following the Valuation Date in which the original transfer was effected, and the Company will inform the Participant in writing at his or her address of record.
To the extent permitted by applicable law, the Company also reserves the right to reject a transfer request at any time that the Company is unable to purchase or redeem shares of any of the Underlying Funds because of any refusal or restriction on purchases or redemptions of their shares as a result of the Underlying Fund’s policies and procedures on market timing activities or other potentially abusive transfers. The Company also reserves the right to implement, administer, and collect redemption fees imposed by one or more of the Underlying Funds in the future. You should read the prospectuses of the Underlying Funds for more details on their ability to refuse or restrict purchases or redemptions of their shares.
In its sole discretion, the Company may revise its market timing procedures at any time without prior notice as the Company deems necessary or appropriate to better detect and deter programmed, frequent, or large transfers that may adversely affect other Participants, or Underlying Fund shareholders, to comply with state or federal regulatory requirements, or to impose additional or alternate restrictions on market timers (such as dollar or percentage limits on transfers). The Company may change its parameters to monitor for factors other than transfer block restrictions. For purposes of applying the parameters used to detect potential market timing and other potentially harmful activity, the Company may aggregate transfers made in two or more Contracts that it believes are connected (for example, two Contracts with the same Participant, or owned by spouses, or owned by different partnerships or corporations that are under common control, etc.).
The Company does not include transfers made pursuant to Dollar Cost Averaging and Asset Reallocation Options in these limitations. The Company may vary its market timing procedures from Subaccount to Subaccount, and may be more restrictive with regard to certain Subaccounts than others. The Company may not always apply these detection methods to Subaccounts investing in Underlying Funds that, in its judgment, would not be particularly attractive to market timers or otherwise susceptible to harm by frequent transfers.
Participants seeking to engage in programmed, frequent, or large transfer activity may deploy a variety of strategies to avoid detection. The Company’s ability to detect and deter such transfer activity is limited by operational systems and technological limitations. Furthermore, the identification of Participants determined to be engaged in transfer activity that may adversely affect other Participants, or Underlying Fund shareholders involves judgments that are inherently subjective. Accordingly, despite its best efforts, the Company cannot guarantee that its market timing procedures will detect every potential market timer, but the Company applies its market timing procedures consistently to all Participants without special arrangement, waiver, or exception. Because other insurance companies and/or retirement plans may invest in the Underlying Funds, the Company cannot guarantee that the Underlying Funds will not suffer harm from programmed, frequent, or large transfers among subaccounts of variable contracts issued by other insurance companies or among investment options available to retirement plan participants.
Because the Company does not reserve the unfettered right to prohibit transfers, it cannot guarantee that it can restrict or deter all harmful transfer activity, Participants bear the risks associated with such activity, including potential disruption of portfolio management of the Underlying Funds and potentially lower Underlying Fund performance and higher Underlying Fund expenses. In addition, there is a risk that the Company will not detect harmful transfer activity on the part of some Participants and, as a result, the Company will inadvertently treat those Participants differently than Participants it does not permit to engage in harmful transfer activity. Moreover, due to the Company’s operational and technological limitations, as well as possible variations in the market timing policies of
20

other insurance companies and/or retirement plans that may also invest in the Underlying Funds, some Participants may be treated differently than others. Consequently, there is a risk that some Participants may be able to engage in market timing while others suffer the adverse effects of such trading activities.
Contract Value — The Contract Value is the sum of the amounts under your Contract held in each Subaccount as of any Valuation Date.
On each Valuation Date, the amount of Contract Value allocated to any particular Subaccount will be adjusted to reflect the investment experience of that Subaccount. See “Determination of Contract Value.” Contract Value allocated to the Subaccounts is not guaranteed by the Company. You bear the entire investment risk relating to the investment performance of Contract Value allocated to the Subaccounts.
Determination of Contract Value — Your Contract Value will vary depending upon several factors, including:
●
Investment performance of the Subaccounts to which you have allocated Contract Value,
●
Interest credited to the Fixed Account,
●
Payment of Purchase Payments,
●
Partial withdrawals (including systematic withdrawals), and
●
Charges assessed in connection with the Contract.
The amounts allocated to a Subaccount will be invested in shares of the corresponding Underlying Fund. The investment performance of each Subaccount will reflect increases or decreases in the net asset value per share of the corresponding Underlying Fund and any dividends or distributions declared by the Underlying Fund. Any dividends or distributions from any Underlying Fund will be automatically reinvested in shares of the same Underlying Fund, unless the Company, on behalf of the Separate Account, elects otherwise.
Assets in the Subaccounts are divided into Accumulation Units, which are accounting units of measure used to calculate the value of a Participant’s interest in a Subaccount. When you allocate Purchase Payments to a Subaccount, your Contract is credited with Accumulation Units. The number of Accumulation Units to be credited is determined by dividing the dollar amount allocated to the particular Subaccount by the price for the Subaccount’s Accumulation Units as of the end of the Valuation Period in which the Purchase Payment is credited.
In addition to Purchase Payments, other transactions such as full or partial withdrawals (including systematic withdrawals), transfers, and assessment of certain charges against the Contract affect the number of Accumulation Units attributable to a Contract. The number of units credited or debited in connection with any such transaction is determined by dividing the dollar amount of such transaction by the price of the Accumulation Unit of the affected Subaccount next determined after receipt of the transaction request (subject to any applicable requirements that the transaction be in good order, as described herein). The price of each Subaccount is determined on each Valuation Date as of the close of regular trading on the New York Stock Exchange (“NYSE”), normally 3:00 p.m. Central time. Transactions received at or after that time on any Valuation Date will be effected at the Accumulation Unit value determined on the following Valuation Date. See “Cut-Off Times.” The price of each Subaccount may be determined earlier if trading on the NYSE is restricted or as permitted by the SEC.
The number of Accumulation Units credited to a Contract shall not be changed by any subsequent change in the value of an Accumulation Unit, but the dollar value of an Accumulation Unit may vary from Valuation Date to Valuation Date depending upon the investment experience of the Subaccount and charges against the Subaccount.
The price of each Subaccount’s units initially was $10. The price of a Subaccount on any Valuation Date takes into account the following: (1) the investment performance of the Subaccount, which is based upon the investment performance of the corresponding Underlying Fund, (2) any dividends or distributions paid by the corresponding Underlying Fund, (3) the charges, if any, that may be assessed by the Company for taxes attributable to the operation of the Subaccount, (4) the mortality and expense risk charge under the Contract, (5) the administration and distribution charge under the Contract, and (6) the deduction of the Underlying Fund’s fees and expenses.
Cut-Off Times — Any financial transactions involving your Contract, including those submitted by telephone, must be received by us prior to any announced closing of regular trading on the NYSE (the “cut-off time”) to be processed on the current Valuation Date. The NYSE normally closes at 3:00 p.m. Central time so financial transactions normally must be received prior to that time. Financial transactions received at or after the applicable cut-off time will be processed on the following Valuation Date. Financial transactions include transfers, full and partial withdrawals (including systematic withdrawals), death benefit payments, and Purchase Payments.
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Full and Partial Withdrawals — A Participant may make a partial withdrawal of Contract Value or surrender the Contract for its Withdrawal Value. A full or partial withdrawal, including a systematic withdrawal, may be taken from Contract Value at any time while the Participant is living and before the Annuity Start Date, subject to limitations under applicable law. You may not make a full or partial withdrawal after the Annuity Start Date. A full or partial withdrawal request will be effective as of the end of the Valuation Period that it is received by the Company at the Administrative Office; however, if the request is received on a Valuation Date at or after the cut-off time, the withdrawal will be effected at the Accumulation Unit value determined on the following Valuation Date. See “Cut-Off Times.” In addition, a withdrawal will not be processed until it is in good order. In this regard, “good order” means that the withdrawal request is accompanied by a properly completed Withdrawal Request form (including the Participant’s signature and, if applicable, the written consent of any effective assignee, if applicable).
The proceeds received upon a full withdrawal will be the Withdrawal Value. The Withdrawal Value is equal to your Contract Value as of the end of the Valuation Period during which the withdrawal is processed, less any uncollected premium taxes. The Company requires the signature of the Participant on any request to withdraw Contract Value.
A partial withdrawal may be requested for a specified percentage or dollar amount of Contract Value. Each partial withdrawal must be at least $100 (including systematic withdrawals). A request for a partial withdrawal (including systematic withdrawals) will result in a payment by the Company of the amount specified in the partial withdrawal request provided there is sufficient Contract Value to meet the request. Upon payment, the Contract Value will be reduced by an amount equal to the payment and any applicable premium tax charge. See “Premium Tax Charge.”
If a partial withdrawal (other than a systematic withdrawal) is requested after the first Contract Year that would leave the Withdrawal Value in the Contract less than $5,000, the Company reserves the right to terminate the Contract and pay the Contract Value in one sum to the Participant. However, the Company will first notify the Participant that the Contract is subject to termination, and will only terminate the Contract if, after 90 days following the date of the notice, the Participant has not made any Purchase Payments to increase the Withdrawal Value to $5,000.
The Company will deduct the amount of a partial withdrawal from the Contract Value in the Subaccounts and the Fixed Account, according to your instructions to the Company on the Withdrawal Request form. If you do not specify the allocation, the Company will deduct the amount of a partial withdrawal in the same proportion as the Contract Value is allocated among the Subaccounts and the Fixed Account.
A full or partial withdrawal, including a systematic withdrawal, may result in receipt of taxable income to the Participant and, if made prior to the Participant attaining age 59½, may be subject to a 10% penalty tax. You should carefully consider the tax consequences of a withdrawal. See “Federal Tax Matters.”
Systematic Withdrawals — For no additional charge, the Company currently offers a feature under which you may select systematic withdrawals. Under this feature, you may elect to receive systematic withdrawals during your lifetime and before the Annuity Start Date by sending a properly completed Scheduled Systematic Withdrawal form to the Company at the Administrative Office. This option may be elected at any time. You may designate the systematic withdrawal amount as a percentage of Contract Value allocated to the Subaccounts and/or Fixed Account, as a fixed period, as a specified dollar amount, as all earnings in the Contract, or based upon your life expectancy. You also may designate the desired frequency of the systematic withdrawals, which may be monthly, quarterly, semiannual or annual. You may stop or modify systematic withdrawals upon proper written request received by the Company at the Administrative Office at least 30 days in advance of the requested date of termination or modification. A proper request must include the written consent of any effective assignee.
Each systematic withdrawal must be at least $100. Upon payment, your Contract Value will be reduced by an amount equal to the payment proceeds plus any applicable premium tax. In no event will the amount of a systematic withdrawal exceed the Withdrawal Value. The Contract will automatically terminate if a systematic withdrawal causes your Withdrawal Value to equal zero.
If you are enrolled in the Dollar Cost Averaging or Asset Reallocation Options, you may not elect to receive systematic withdrawals from any Subaccount that is part of the Dollar Cost Averaging or Asset Reallocation Options.
In no event will payment of a systematic withdrawal exceed the Contract Value less any applicable withdrawal charges, any uncollected premium taxes and any pro rata account administration charge (the “Withdrawal Value”). The Contract will automatically terminate if a systematic withdrawal causes the Contract’s Withdrawal Value to equal zero.
The Company will effect each systematic withdrawal as of the end of the Valuation Period during which the withdrawal is scheduled. The deduction caused by the systematic withdrawal will be allocated to your Contract Value in the Subaccounts and the Fixed Account, as you have directed. If you do not specify the allocation, the Company
22

will deduct the systematic withdrawal in the same proportion that Contract Value is allocated among the Subaccounts and the Fixed Account.
The Company may, at any time, discontinue, modify, suspend or charge a fee for systematic withdrawals. You should consider carefully the tax consequences of a systematic withdrawal, including the 10% penalty tax that may be imposed on withdrawals made prior to the Participant attaining age 59½. See “Federal Tax Matters.”
Death Benefit — One should consider the following provisions carefully when choosing the Designated Beneficiary, Annuitant or any Joint Annuitant, as well as before changing any of these parties. Naming different persons as Annuitant(s) and Designated Beneficiary(ies) can have important impacts on whether the death benefit is paid, and on who would receive it.
If you die prior to the Annuity Start Date, the Company will pay the death benefit proceeds to your Designated Beneficiary upon receipt of due proof of your death and instructions regarding payment to the Designated Beneficiary.
If your surviving spouse is your sole Designated Beneficiary, your spouse may elect to continue your account in force, subject to certain limitations. If your spouse so elects, the Contract Date of your account will not change, and any death benefit payable after this election will be calculated using the same Contract Date. See “Distribution Requirements” below. If your death occurs on or after the Annuity Start Date, any applicable death benefit will terminate at the Annuity Start Date without value. See “Annuity Options.”
The death benefit proceeds will be the death benefit reduced by any uncollected premium tax. If you die prior to the Annuity Start Date and you were 75 or younger on the Contract Date, the amount of the death benefit will be the greatest of:
●
The sum of all Purchase Payments, less any reductions caused by previous withdrawals,
●
Your Contract Value on the Valuation Date due proof of death and instructions regarding payment are received by the Company, or
●
The stepped-up death benefit, if applicable.
The stepped-up death benefit is:
●
The largest death benefit on any Contract anniversary that is both an exact multiple of five (i.e., fifth Contract anniversary, tenth Contract anniversary, fifteenth Contract anniversary, etc.) and occurs prior to your attaining age 76, plus
●
Any Purchase Payments allocated to your Contract Value since the applicable Contract anniversary, less
●
Any withdrawals since the applicable anniversary.
The stepped-up death benefit is not payable and will not be included as part of the death benefit calculation if you die prior to the end of the fifth Contract Year.
If you die prior to the Annuity Start Date and your age was 76 or greater on the Contract Date the death benefit will be the Contract Value on the Valuation Date due proof of death and instructions regarding payment are received by the Company at the Administrative Office.
Example of the Standard Death Benefit. Assume:
(i)
The initial Purchase Payment is $100,000 and no additional Purchase Payments are made
(ii)
In Contract Year five, the Contract Value is $105,000
(iii)
The Participant takes one withdrawal of $10,000 in Contract Year seven
(iv)
The Participant dies in Contract Year 10
(v)
At the time of the Participant’s death, the Contract Value is $89,000
If the Participant was 75 years old or younger on the Contract Date, the standard death benefit is the greatest of the total Purchase Payments less any withdrawals, the Contract Value, or the stepped-up death benefit. The Contract Value is $89,000, and the amount of total Purchase Payments less withdrawals is $90,000. The stepped-up death benefit is the largest death benefit on any Contract anniversary that is a multiple of five and occurs prior to the Participant reaching age 76, plus Purchase Payments made and less withdrawals taken since the applicable Contract anniversary. Assuming the Participant was less than 76 years old in Contract Year five, the stepped-up death benefit is calculated as follows:
23

Death Benefit in Contract Year Five + Purchase Payments since Contract Year Five – Withdrawals since Contract Year Five
$105,000 + $0 - $10,000 = $95,000
Thus, the death benefit is $95,000.
If the Participant was 76 years or older on the Contract Date, the standard death benefit is the Contract Value, which is $89,000.
Distribution Requirements — If your surviving spouse is the sole Designated Beneficiary, your spouse may elect to continue your account in force until the earliest of the spouse’s death or the Annuity Start Date or receive the death benefit proceeds.
The Contract provides that upon your death, a surviving spouse may have certain continuation rights that he or she may elect to exercise for the Contract’s death benefit. All Contract provisions relating to spousal continuation are available only to a person who meets the definition of “spouse” under federal law. The U.S. Supreme Court has held that same-sex marriages must be permitted under state law and that marriages recognized under state law will be recognized for federal law purposes. Domestic partnerships and civil unions that are not recognized as legal marriages under state law, however, will not be treated as marriages under federal law. Consult a tax adviser for more information on this subject.
For any Designated Beneficiary other than a surviving spouse, only those options may be chosen that provide for complete distribution of such Participant’s interest in the Contract within five years of the death of the Participant. If the Designated Beneficiary is a natural person, that person alternatively can elect to begin receiving annuity payments within one year of the Participant’s death over a period not extending beyond his or her life or life expectancy.
Benefits Under the Contract
The following table summarizes information about the standard benefits under the Contract that are currently available. Please note that this table does not fully describe the terms and conditions of each benefit. You should refer to the applicable sections of this Prospectus for additional information.
Standard Benefits
Name of
Benefit
Purpose
Maximum
Fee
Brief Description of Restrictions/Limitations
Dollar Cost
Averaging
Option
Allows the systematic transfer of
a specified dollar amount or
percentage of Contract Value
among Subaccounts and the
Fixed Account, if available.
There is no
charge for this
option.
●The minimum amount that may be transferred to any one
Subaccount is $25.00.
●The Company may discontinue, modify, or suspend Dollar Cost
Averaging at any time.
●Transfers can be made for a fixed period of time, until the total
amount elected has been transferred, or until the Contract Value in
the Subaccount from which transfers are made has been depleted.
●After termination of Dollar Cost Averaging for any reason, before
reinstating Dollar Cost Averaging, you must wait at least one month
if transfers were monthly, at least one quarter if transfers were
quarterly, at least six months if transfers were semiannual, and at
least one year if transfers were annual.
Asset
Reallocation
Option
Allows you to automatically
transfer Contract Value on a
monthly, quarterly, semiannual or
annual basis to maintain a
particular percentage allocation
among the Subaccounts.
There is no
charge for this
option.
●The Company may discontinue, modify, or suspend the Asset
Reallocation Option at any time.
Systematic
Withdrawals
Allows you to set up automatic
periodic payments from your
Contract Value.
There is no
charge for this
option.
●Each payment must be at least $100 (unless we consent
otherwise).
●Withdrawals may be subject to income tax and penalties.
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Standard Benefits
Name of
Benefit
Purpose
Maximum
Fee
Brief Description of Restrictions/Limitations
Automatic
Investment
Program
A program pursuant to which
Purchase Payments are
automatically paid from your bank
account on a specified day of
each month or a salary reduction
agreement.
There is no
charge for this
option.
●There is no minimum for subsequent Purchase Payments made
pursuant to an Automatic Investment Program.
Standard
Death Benefit
– Contract
Issue Age 76
and Older
Provides a death benefit equal to
the Contract Value.
There is no
charge for this
option.
●The death benefit will be reduced by any outstanding Contract
Debt, any pro rata account administration charge and any
uncollected premium tax.
Standard
Death Benefit
– Contract
Issue Age 75
or Younger
Provides a death benefit equal to
the greatest of total Purchase
Payments less any withdrawals,
including withdrawal charges, the
Contract Value, or the stepped-up
death benefit.
There is no
charge for this
option.
●The death benefit will be reduced by any outstanding Contract
Debt, any pro rata account administration charge and any
uncollected premium tax.
●The stepped-up death benefit is stepped up on Contract
anniversaries that are multiples of five until the Participant reaches
age 76.
Annuity Period
General — You select the Annuity Start Date when you complete the participation enrollment form. The Annuity Start Date may not be within 30 days of the Contract Date and may not be deferred beyond your 90th birthday. If you do not select an Annuity Start Date, the Company will use your 90th birthday as the Annuity Start Date.
On the Annuity Start Date, your Contract Value as of that date, less any applicable premium taxes, will be applied to provide an annuity under one of the options described below. Each option is a fixed annuity for which annuity payments will not fluctuate.
The Contract currently provides for five Annuity Options. The Company may make other Annuity Options available upon request. The Company may discontinue the availability of one or more of these options at any time but will always offer a variable annuity option. Annuity payments are based upon annuity rates that vary with the Annuity Option selected. The annuity rates will vary based on the age and sex of the Annuitant, except that unisex rates are available where required by law. The annuity rates reflect the Annuitant’s life expectancy based upon the Annuitant’s age as of the Annuity Start Date and the Annuitant’s gender, unless unisex rates apply. The annuity rates are based upon the 1983(a) mortality table with mortality improvement using projection scale G and are adjusted to reflect an interest rate of 3%, compounded annually. If no Annuity Option is selected, the Company will make payments under Option 2, a life income, with a 10-year period certain.
Annuity Options 1 through 5 provide for payments to be made during the lifetime of the Annuitant. Annuity payments under such options cease in the event of the Annuitant’s death, unless the option provides for a guaranteed minimum number of payments, for example a life income with guaranteed payments of 5, 10, 15 or 20 years. The level of annuity payments will be greater for shorter guaranteed periods and less for longer guaranteed periods. Similarly, payments will be greater for life annuities than for joint and survivor annuities, because payments for life annuities are expected to be made for a shorter period.
You may elect to receive annuity payments on a monthly, quarterly, semiannual, or annual basis, although no payments will be made for less than $100. If the frequency of payments selected would result in payments of less than $100, the Company reserves the right to change the frequency.
You may designate or change an Annuity Start Date or Annuity Option, provided proper written notice is received by the Company at the Administrative Office at least 30 days prior to the Annuity Start Date set forth in the Contract. The date selected as the new Annuity Start Date must be at least 30 days after the date written notice requesting a change of Annuity Start Date is received at the Administrative Office.
Once annuity payments have commenced under one of the Annuity Options, the Participant cannot change the Annuity Option and cannot make partial withdrawals or surrender his or her annuity for the Withdrawal Value. The Contract specifies annuity tables for Annuity Options 1 through 5, described below. The tables contain the guaranteed minimum dollar amount of each annuity payment (per $1,000 of Contract Value, less any premium taxes applied).
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Annuity Options —
Option 1 — Life Income. Periodic annuity payments will be made during the lifetime of the Annuitant. It is possible under this Option for any Annuitant to receive only one annuity payment if the Annuitant’s death occurred prior to the due date of the second annuity payment, two if death occurred prior to the due date of the third annuity payment, etc. There is no minimum number of payments guaranteed under this option. Payments will cease upon the death of the Annuitant regardless of the number of payments received.
Option 2 — Life Income with Guaranteed Payments of 5, 10, 15 or 20 Years. Periodic annuity payments will be made during the lifetime of the Annuitant with the promise that if, at the death of the Annuitant, payments have been made for less than a stated period, which may be 5, 10, 15 or 20 years, as elected by the Participant, annuity payments will be continued during the remainder of such period to the Designated Beneficiary. Upon the Annuitant’s death after the period certain, no further annuity payments will be made.
Option 3 — Life with Installment Refund Option. Periodic annuity payments will be made during the lifetime of the Annuitant with the promise that, if at the death of the Annuitant, the number of payments that has been made is less than the number determined by dividing the amount applied under this Annuity Option by the amount of the first payment, annuity payments will be continued to the Designated Beneficiary until that number of payments has been made. For example, if the Annuity start amount was $100,000 and the calculated monthly annuity payment was $550, 182 payments ($100,000 / $550) would be guaranteed for the life of the Annuitant. This means if the Annuitant dies before 182 payments have been made, the remaining annuity payments will be continued to the Designated Beneficiary.
Option 4 — Joint and Last Survivor. Annuity payments will be made as long as either the Annuitant or a Joint Annuitant is living. Upon the death of one Annuitant, annuity payments continue to the surviving Annuitant. It is possible under this Annuity Option for only one annuity payment to be made if both Annuitants died prior to the second annuity payment due date, two if both died prior to the third annuity payment due date, etc. As in the case of Option 1, there is no minimum number of payments guaranteed under this Option. Payments cease upon the death of the last surviving Annuitant, regardless of the number of payments received.
Option 5 — Joint and Contingent Survivor Option. Periodic annuity payments will be made during the life of the primary Annuitant. Upon the death of the primary Annuitant, payments will be made to the contingent Annuitant during his or her life. If the contingent Annuitant is not living upon the death of the Primary Annuitant, no payments will be made to the contingent Annuitant. It is possible under this Annuity Option for only one annuity payment to be made if both Annuitants died prior to the second annuity payment due date, two if both died prior to the third annuity payment due date, etc. As in the case of Annuity Options 1 and 4, there is no minimum number of payments guaranteed under this Option. Payments cease upon the death of the last surviving Annuitant, regardless of the number of payments received.
The Fixed Account
The Fixed Account is not available in all states. If the Fixed Account is available under your Contract, you may allocate all or a portion of your Purchase Payments and transfer Contract Value to the Fixed Account. The Fixed Account is a separate account of the Company established under Kansas law on October 26, 1998. The Company owns the assets of the Fixed Account and maintains them apart from the assets of its General Account and its other separate accounts. The assets held in the Fixed Account equal to the reserves and other Contract liabilities with respect to the Fixed Account may not be charged with liabilities arising from any other business the Company may conduct. Income and realized and unrealized gains and losses from assets in the Fixed Account are credited to, or charged against, the Fixed Account without regard to the income, gains or losses from the Company’s General Account or its other separate accounts.
The Fixed Account is subject to regulation and supervision by the Kansas Department of Insurance. In reliance on certain exemptive and exclusionary provisions, interests in the Fixed Account have not been registered as securities under the Securities Act of 1933 (the “1933 Act”) and the Fixed Account has not been registered as an investment company under the Investment Company Act of 1940 (the “1940 Act”). Accordingly, neither the Fixed Account nor any interests therein are generally subject to the provisions of the 1933 Act or the 1940 Act. This disclosure is subject to certain generally applicable provisions of the federal securities laws relating to the accuracy and completeness of statements made in the Prospectus. This Prospectus is generally intended to serve as a disclosure document only for aspects of a Contract involving the Separate Account and contains only selected information regarding the Fixed Account. For more information regarding the Fixed Account, see “The Contract.”
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Subject to applicable law, the Company has sole discretion over investment of the assets of its Fixed Account. Please note that any amounts the Company guarantees in connection with the Fixed Account are subject to the Company’s financial strength and claims-paying ability.
Information regarding the features of each currently offered Fixed option, including (i) its name, (ii) its term, and (iii) its minimum guaranteed interest rate, is available in Appendix A: Investment Options Available Under the Contract.
Interest — Contract Value allocated to the Fixed Account earns interest at a fixed rate or rates (the “Current Rate”) that are paid by the Company. Such interest will be paid regardless of the actual investment experience of the Fixed Account. The Company will determine the Current Rate, if any, from time to time.
Contract Value allocated or transferred to the Fixed Account will earn interest at the Current Rate, if any, in effect on the date such portion of Contract Value is allocated or transferred to the Fixed Account. The Company bears the investment risk for Contract Value allocated to the Fixed Account and for paying interest at the Current Rate on amounts allocated to the Fixed Account. The Company does not guarantee a minimum Current Rate of interest.
Death Benefit — The death benefit under the Contract will be determined in the same fashion for a Contract that has Contract Value allocated to the Fixed Account as for a Contract that has Contract Value allocated to the Subaccounts. See “Death Benefit.”
Contract Charges — Premium taxes, if any, will be the same for Participants who allocate Purchase Payments or transfer Contract Value to the Fixed Account as for those who allocate Purchase Payments or transfer Contract Value to the Subaccounts. The charges for mortality and expense risks and the administration and distribution charge will not be assessed against the Fixed Account, and any amounts that the Company pays for income taxes allocable to the Subaccounts will not be charged against the Fixed Account. In addition, you will not pay directly or indirectly the investment advisory fees and other operating expenses of the Underlying Funds to the extent Contract Value is allocated to the Fixed Account; however, you will not participate in the investment experience of the Subaccounts.
Transfers and Withdrawals from the Fixed Account — You may transfer amounts from the Subaccounts to the Fixed Account and from the Fixed Account to the Subaccounts, subject to the following limitations. Transfers from the Fixed Account are also allowed pursuant to the Dollar Cost Averaging and Asset Reallocation Options.
The minimum amount that you may transfer from the Fixed Account to the Subaccounts is $100. Transfers of Contract Value pursuant to the Dollar Cost Averaging and Asset Reallocation Options are not currently subject to any minimums. The Company reserves the right at a future date to limit the number of transfers permitted each Contract Year, to limit the size and frequency of transfers and to discontinue transfers.
You may also make full or partial withdrawals to the same extent as if you had allocated Contract Value to the Subaccounts. See “Full and Partial Withdrawals” and “Systematic Withdrawals.”
Payments from the Fixed Account — Full and partial withdrawals, and transfers from the Fixed Account may be delayed for up to six months after a written request on the Withdrawal Request form, or other designated proper form is received by the Company at the Administrative Office. During the period of deferral, interest at the Current Rate will continue to be credited to the amounts allocated to the Fixed Account.
More About the Contract
Holder — The Contractholder is the IBEW Local Unions Savings and Retirement Plan and Trust (the “Trust”). The Trust holds the Contract for the benefit of Participants. While living, the Participant alone has the right to receive all benefits and exercise all rights that the Contract grants or the Company allows.
Dividends — The Contract may share in the surplus earnings of the Company. However, the current dividend scale is zero, and the Company does not anticipate that dividends will be paid.
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Payments from the Separate Account — The Company generally will pay any full or partial withdrawal (including systematic withdrawals) or death benefit proceeds from Contract Value allocated to the Subaccounts within seven days after a proper request is received at the Administrative Office. However, the Company can postpone such a payment or transfer of amounts from the Subaccounts to the extent permitted under applicable law, which is currently permissible only for any period:
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During which the NYSE is closed other than customary weekend and holiday closings,
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During which trading on the NYSE is restricted as determined by the SEC,
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During which an emergency, as determined by the SEC, exists as a result of which (i) disposal of securities held by the Separate Account is not reasonably practicable, or (ii) it is not reasonably practicable to determine the value of the assets of the Separate Account, or
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For such other periods as the SEC may by order permit for the protection of investors.
The Company reserves the right to delay payments of any full or partial withdrawal until all of your Purchase Payment checks have been honored by your bank.
Proof of Age and Survival — The Company may require proof of age or survival of any person on whose life annuity payments depend.
Misstatements — If you misstate the age or sex of an Annuitant or Participant, the correct amount paid or payable by the Company under the Contract shall be such as the Contract Value would have provided for the correct age or sex (unless unisex rates apply).
Business Disruption and Cybersecurity Risks — We rely on technology, including interconnected computer systems and data storage networks and digital communications, to conduct our variable product business activities. 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 cyber-attacks. 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, but are not limited to, the loss, theft, misuse, corruption, and destruction of data maintained online or digitally, interference with or denial of service, attacks on our website (or the websites of third parties on whom we rely), disruption of routine business operations, and unauthorized release of confidential customer information. The risk of cyber-attacks may be higher during periods of geopolitical turmoil (such as the recent military conflict between the United States and Iran, and the Russian invasion of Ukraine and the responses by the United States and other governments). 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 cybersecurity incidents affecting us, our affiliates, the Underlying Funds, intermediaries, service providers, and other third parties on whom we rely may adversely affect your contract value and interfere with our ability to process contract transactions and calculate contract values. Systems failures and cybersecurity breaches may cause us to be unable to process orders from our website or with the Underlying Funds, cause us to be unable to calculate 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 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.
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, which could adversely affect our ability to conduct business. A natural or man-made disaster, including a pandemic (such as COVID-19), could affect the ability of our employees or the employees of our service providers to perform their job responsibilities. They could interfere with our processing of contract transactions, including processing orders from Participants and
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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 the issuers of securities in which the Underlying Funds invest, which may cause the Underlying Funds 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.
Federal Tax Matters
Introduction — The Contract described in this Prospectus is designed for use in connection with a retirement plan that is not a “qualified” plan for federal tax purposes. The discussion contained herein is general in nature and is not intended to be an exhaustive discussion of all questions that might arise in connection with a Contract. It is based upon the Company’s understanding of the present federal income tax laws as currently interpreted by the Internal Revenue Service (“IRS”) as of the date of this Prospectus and is not intended as tax advice. No representation is made regarding the likelihood of continuation of the present federal income tax laws or of the current interpretations by the IRS or the courts. Future legislation may affect annuity contracts adversely. Moreover, no attempt has been made to consider any applicable state or other laws. Because of the inherent complexity of the tax laws and the fact that tax results will vary according to the particular circumstances of the individual involved, a person should consult with a qualified tax adviser regarding the purchase of a Contract, the selection of an Annuity Option under a Contract, the receipt of annuity payments under a Contract or any other transaction involving a Contract. The Company does not make any guarantee regarding the tax status of, or tax consequences arising from, any Contract or any transaction involving the Contract.
Tax Status of the Company and the Separate Account —
General. The Company intends to be taxed as a life insurance company under Part I, Subchapter L of the Code. Because the operations of the Separate Account form a part of the Company, the Company will be responsible for any federal income taxes that become payable with respect to the income of the Separate Account and its Subaccounts.
Charge for the Company’s Taxes. A charge may be made for any federal taxes incurred by the Company that are attributable to the Separate Account, the Subaccounts or to the operations of the Company with respect to the Contract or attributable to payments, premiums, or acquisition costs under the Contract. The Company will review the question of a charge to the Separate Account, the Subaccounts or the Contract for the Company’s federal taxes periodically. Charges may become necessary if, among other reasons, the tax treatment of the Company or of income and expenses under the Contract is ultimately determined to be other than what the Company currently believes it to be, if there are changes made in the federal income tax treatment of variable annuities at the insurance company level, or if there is a change in the Company’s tax status.
Under current laws, the Company may incur state and local taxes (in addition to premium taxes) in several states. At present, these taxes are not significant. If there is a material change in applicable state or local tax laws, the Company reserves the right to charge the Separate Account or the Subaccounts for such taxes, if any, attributable to the Separate Account or Subaccounts.
Withholding. Annuity distributions are generally subject to withholding for the recipient’s federal income tax liability. Recipients can generally elect, however, not to have tax withheld from distributions.
Diversification Standards. Each Underlying Fund will be required to adhere to regulations adopted by the Treasury Department pursuant to Section 817(h) of the Code prescribing asset diversification requirements for investment companies whose shares are sold to insurance company separate accounts funding variable contracts. Pursuant to these regulations, on the last day of each calendar quarter (or on any day within 30 days thereafter), no more than 55% of the total assets of an Underlying Fund may be represented by any one investment, no more than 70% may be represented by any two investments, no more than 80% may be represented by any three investments, and no more than 90% may be represented by any four investments. For purposes of Section 817(h), securities of a single issuer generally are treated as one investment but obligations of the U.S. Treasury and each U.S. Governmental agency or instrumentality generally are treated as securities of separate issuers. The Separate Account, through the Underlying Fund, intends to comply with the diversification requirements of Section 817(h).
Owner Control. In certain circumstances, owners of Non-Qualified variable annuity contracts may be considered the owners, for federal income tax purposes, of the assets of the separate account used to support their contracts. In those circumstances, income and gains from the separate account assets would be includable currently in the variable contract owner’s gross income.
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The ownership rights under the Contract are similar to, but different in certain respects from, those described by the IRS in rulings in which it was determined that policyowners were not owners of separate account assets. For example, the Participant has additional flexibility in allocating Purchase Payments and Contract Values. While the Company does not think that will be the case, these differences could result in a Participant being treated as the owner of a pro rata portion of the assets of the Separate Account. The Company nonetheless reserves the right to modify the Contract, as it deems appropriate, to attempt to prevent a Participant from being considered the owner of a pro rata share of the assets of the Separate Account. Moreover, in the event that regulations are adopted or rulings are issued, there can be no assurance that the Underlying Funds will be able to operate as currently described in the Prospectus, or that the Underlying Funds will not have to change their investment objective or investment policies.
Income Taxation of Annuities in General—Non-Qualified Contracts — Section 72 of the Code governs the taxation of annuities. In general, a contract owner is not taxed on increases in value under an annuity contract until some form of distribution is made under the contract. However, the increase in value may be subject to tax currently under certain circumstances. See “Contracts Owned by Non-Natural Persons,” “Diversification Standards,” and “Owner Control.” Withholding of federal income taxes on all distributions may be required unless a recipient who is eligible elects not to have any amounts withheld and properly notifies the Company of that election.
Withdrawals Prior to the Annuity Start Date. Code Section 72 provides generally that amounts received upon a total or partial withdrawal (including systematic withdrawals) from a Non-Qualified Contract prior to the Annuity Start Date generally will be treated as gross income to the extent that the cash value of the Contract immediately before the withdrawal exceeds the “investment in the contract.” The “investment in the contract” is that portion, if any, of Purchase Payments paid under a Contract less any distributions received previously under the Contract that are excluded from the recipient’s gross income. The taxable portion is taxed as ordinary income. For purposes of this rule, a pledge or assignment of a contract is treated as a payment received on account of a partial withdrawal of a Contract.
Amounts distributed from a Contract because of your death or the death of the Annuitant are generally treated as income to the recipient. If distributed in a lump sum, such payments are taxed in the same manner as if the Contract had been surrendered, and if distributed under an Annuity Option, they are taxed in the same manner as annuity payments. For Non-Qualified Contracts, all or a portion of the charges deducted from your Contract Value to pay advisory fees to a financial intermediary may be subject to federal and state income taxes and a 10% federal penalty tax. A tax-free partial exchange may become taxable if an advisory fee is paid from your Contract Value within 180 days of the partial exchange. Consult your tax adviser for advice concerning tax-free partial exchanges.
Distributions on or after the Annuity Start Date. For fixed annuity payments, the taxable portion of each payment generally is determined by using a formula known as the “exclusion ratio,” which establishes the ratio that the investment in the contract bears to the total expected amount of annuity payments for the term of the contract. That ratio is then applied to each payment to determine the nontaxable portion of the payment. The remaining portion of each payment is taxed at ordinary income rates. For variable annuity payments, the taxable portion of each payment is determined by using a formula known as the “excludable amount,” which establishes the nontaxable portion of each payment. The nontaxable portion is a fixed dollar amount for each payment, determined by dividing the investment in the contract by the number of payments to be made. The remainder of each variable annuity payment is taxable. Once the excludable portion of annuity payments to date equals the investment in the contract, the balance of the annuity payments will be fully taxable.
Surrenders. Upon a complete surrender, the receipt is taxable to the extent that the cash value of the Contract exceeds the investment in the Contract. The taxable portion of such payments will be taxed as ordinary income.
Annuity Payments. For fixed annuity payments, the taxable portion of each payment generally is determined by using a formula known as the “exclusion ratio,” which establishes the ratio that the investment in the Contract bears to the total expected amount of annuity payments for the term of the Contract. That ratio is then applied to each payment to determine the non-taxable portion of the payment. The remaining portion of each payment is taxed at ordinary income rates. For variable annuity payments, the taxable portion of each payment is determined by using a formula known as the “excludable amount,” which establishes the non-taxable portion of each payment. The non-taxable portion is a fixed dollar amount for each payment, determined by dividing the investment in the Contract by the number of payments to be made. The remainder of each variable annuity payment is taxable. Once the excludable portion of annuity payments to date equals the investment in the Contract, the balance of the annuity payments will be fully taxable.
Penalty Tax on Certain Surrenders and Withdrawals. With respect to amounts withdrawn or distributed before the taxpayer reaches age 59½, a penalty tax is imposed equal to 10% of the portion of such amount which is includable in gross income. However, the penalty tax is not applicable to withdrawals: (i) made on or after the death of the owner (or where the owner is not an individual, the death of the “primary annuitant,” who is defined as the
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individual the events in whose life are of primary importance in affecting the timing and amount of the payout under the Contract); (ii) attributable to the taxpayer’s becoming totally disabled within the meaning of Code Section 72(m)(7); (iii) which are part of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the taxpayer, or the joint lives (or joint life expectancies) of the taxpayer and his or her beneficiary; (iv) from certain qualified plans; (v) under a so-called qualified funding asset (as defined in Code Section 130(d)); (vi) under an immediate annuity contract; or (vii) which are purchased by an employer on termination of certain types of qualified plans and which are held by the employer until the employee separates from service.
If the penalty tax does not apply to a surrender or withdrawal as a result of the application of item (iii) above, and the series of payments are subsequently modified (other than by reason of death or disability), the tax for the first year in which the modification occurs will be increased by an amount (determined by the regulations) equal to the tax that would have been imposed but for item (iii) above, plus interest for the deferral period, if the modification takes place (a) before the close of the period which is five years from the date of the first payment and after the taxpayer attains age 59½, or (b) before the taxpayer reaches age 59½.
Partial Annuitization. If part of an annuity contract’s value is applied to an annuity option that provides payments for one or more lives and for a period of at least ten years, those payments may be taxed as annuity payments instead of withdrawals. None of the payment options under the Contract is intended to qualify for this “partial annuitization” treatment and, if you apply only part of the value of the Contract to a payment option, we will treat those payments as withdrawals for tax purposes.
Distribution-at-Death Rules. In order to be treated as an annuity contract, a Non-Qualified contract must provide the following two distribution rules: (a) if any owner dies on or after the Annuity Start Date, and before the entire interest in the Contract has been distributed, the remainder of the owner’s interest will be distributed at least as quickly as the method in effect on the owner’s death; and (b) if any owner dies before the Annuity Start Date, the entire interest in the Contract must generally be distributed within five years after the date of death, or, if payable to a designated beneficiary, must be annuitized over the life of that designated beneficiary or over a period not extending beyond the life expectancy of that beneficiary, commencing within one year after the date of death of the owner. If the sole designated beneficiary is the spouse of the deceased owner, the Contract (together with the deferral of tax on the accrued and future income thereunder) may be continued in the name of the spouse as owner.
The right of a spouse to continue the account, and all Contract provisions relating to spousal continuation, are available only to a person who meets the definition of “spouse” under Federal law. See “Distribution Requirements.”
Generally, for purposes of determining when distributions must begin under the foregoing rules, where an owner is not an individual, the primary annuitant is considered the owner. In that case, a change in the primary annuitant will be treated as the death of the owner. Finally, in the case of joint owners, the distribution-at-death rules will be applied by treating the death of the first owner as the one to be taken into account in determining generally when distributions must commence, unless the sole Designated Beneficiary is the deceased owner’s spouse.
Gift of Annuity Contracts. Generally, gifts of non-tax qualified Contracts prior to the Annuity Start Date will trigger tax on the gain on the Contract, with the donee getting a stepped-up basis for the amount included in the donor’s income. The 10% penalty tax and gift tax also may be applicable. This provision does not apply to transfers between spouses or incident to a divorce.
Contracts Owned by Non Natural Persons. If the Contract is held by a non-natural person (for example, a corporation) the income on that Contract (generally the increase in net surrender value less the Purchase Payments) is includable in taxable income each year. The rule does not apply where the Contract is acquired by the estate of a decedent, where the Contract is held by certain types of retirement plans, where the Contract is a qualified funding asset for structured settlements, where the Contract is purchased on behalf of an employee upon termination of a qualified plan, and in the case of an immediate annuity. An annuity contract held by a trust or other entity as agent for a natural person (such as the Contract held by the Trust on behalf of the Participants) is considered held by a natural person.
Multiple Contract Rule. For purposes of determining the amount of any distribution under Code Section 72(e) (amounts not received as annuities) that is includable in gross income, all Non-Qualified deferred annuity contracts issued by the same insurer to the same contract owner during any calendar year are to be aggregated and treated as one contract. Thus, any amount received under any such contract prior to the contract’s Annuity Start Date, such as a partial surrender, dividend, or loan, will be taxable (and possibly subject to the 10% penalty tax) to the extent of the combined income in all such contracts.
In addition, the Treasury Department has broad regulatory authority in applying this provision to prevent avoidance of the purposes of this rule. It is possible that, under this authority, the Treasury Department may apply this rule to amounts that are paid as annuities (on and after the Annuity Start Date) under annuity contracts issued by the same company to the same owner during any calendar year. In this case, annuity payments could be fully
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taxable (and possibly subject to the 10% penalty tax) to the extent of the combined income in all such contracts and regardless of whether any amount would otherwise have been excluded from income because of the “exclusion ratio” under the contract.
Transfers, Assignments or Exchanges of a Contract. A transfer of ownership of a Contract, the designation of an Annuitant, Payee or other Beneficiary who is not also the Participant, the selection of certain Annuity Start Dates or the exchange of a Contract may result in certain tax consequences to the Participant that are not discussed herein. If contemplating any such transfer, assignment, selection or exchange, the Participant should contact a competent tax adviser with respect to the potential effects of such a transaction.
Other Tax Considerations —
Federal Estate, Gift, and Generation-Skipping Transfer Taxes. While no attempt is being made to discuss in detail the Federal estate tax implications of the Contract, a purchaser should keep in mind that the value of an annuity contract owned by a decedent and payable to a beneficiary by virtue of surviving the decedent is included in the decedent’s gross estate. Depending on the terms of the annuity contract, the value of the annuity included in the gross estate may be the value of the lump sum payment payable to the designated beneficiary or the actuarial value of the payments to be received by the beneficiary. Consult an estate planning advisor for more information.
Under certain circumstances, the Code may impose a “generation skipping transfer tax” (“GST”) when all or part of an annuity contract is transferred to, or a death benefit is paid to, an individual two or more generations younger than the Participant. Regulations issued under the Code may require the Company to deduct the tax from your Contract, or from any applicable payment, and pay it directly to the IRS.
The potential application of these taxes underscores the importance of seeking guidance from a qualified adviser to help ensure that your estate plan adequately addresses your needs and those of your beneficiaries under all possible scenarios.
Annuity Purchases by Nonresident Aliens and Foreign Corporations. The discussion above provides general information regarding U.S. federal income tax consequences to annuity purchasers that are U.S. citizens or residents. Purchasers that are not U.S. citizens or residents will generally be subject to U.S. federal withholding tax on taxable distributions from annuity contracts at a 30% rate, unless a lower treaty rate applies. In addition, such purchasers may be subject to state and/or municipal taxes and taxes that may be imposed by the purchaser’s country of citizenship or residence. Additional withholding may occur with respect to entity purchasers (including foreign corporations, partnerships, and trusts) that are not U.S. residents. Prospective purchasers are advised to consult with a qualified tax adviser regarding U.S. state, and foreign taxation with respect to an annuity contract purchase.
Foreign Tax Credits. We may benefit from any foreign tax credits attributable to taxes paid by certain Funds to foreign jurisdictions to the extent permitted under Federal tax law.
Medicare Tax. Distributions from non-qualified annuity contracts are considered “investment income” for purposes of the Medicare tax on investment income. Thus, in certain circumstances, a 3.8% tax may be applied to some or all of the taxable portion of distributions (e.g. earnings) to individuals whose income exceeds certain threshold amounts. Please consult a tax advisor for more information.
Possible Tax Changes. From time to time, legislation has been proposed that would have adversely modified the federal taxation of certain annuities. There is always the possibility that the tax treatment of annuities could change by legislation or other means (such as IRS regulations, revenue rulings, and judicial decisions). Moreover, although unlikely, it is also possible that any legislative change could be retroactive (that is, effective prior to the date of such change). Consult a tax adviser with respect to legislative developments and their effect on the Contract. We have the right to modify the Contract in response to legislative changes that could otherwise diminish the favorable tax treatment that Participants currently receive. We make no guarantee regarding the tax status of any Contract and do not intend the above discussion to be considered tax advice.
Annuity Purchases by Residents of Puerto Rico. The Internal Revenue Service has announced that income received by residents of Puerto Rico under life insurance or annuity contracts issued by a Puerto Rico branch of a United States life insurance company is U.S.-source income that is generally subject to United States federal income tax.
Other Information
Voting of Underlying Fund Shares — The Company is the legal owner of the shares of Underlying Funds held by the Subaccounts. The Company will exercise voting rights attributable to the shares of each Underlying Fund held in the Subaccounts at any regular and special meetings of the shareholders of the Underlying Funds on
32

matters requiring shareholder voting. In accordance with its view of presently applicable law, the Company will exercise its voting rights based on instructions received from persons having beneficial interest in corresponding Subaccounts. However, if the 1940 Act or any regulations thereunder should be amended, or if the present interpretation thereof should change, and as a result the Company determines that it is permitted to vote the shares of the Underlying Funds in its own right, it may elect to do so.
The person having the voting interest under a Contract is the Participant. Unless otherwise required by applicable law, the number of shares of a particular Underlying Fund as to which voting instructions may be given to the Company is determined by dividing your Contract Value in the corresponding Subaccount on a particular date by the net asset value per share of the Underlying Fund as of the same date. Fractional votes will be counted. The number of votes as to which voting instructions may be given will be determined as of the same date established by the Underlying Fund for determining shareholders eligible to vote at the meeting of the Underlying Fund. If required by the SEC, the Company reserves the right to determine in a different fashion the voting rights attributable to the shares of the Underlying Funds. Voting instructions may be cast in person or by proxy.
It is important that each Participant provide voting instructions to the Company because we vote all Underlying Fund shares proportionately in accordance with instructions received from those who do vote. This means that the Company will vote shares for which no timely instructions are received in the same proportion as those shares for which we do receive voting instructions. As a result, a small number of persons may control the outcome of a vote. The Company will also exercise the voting rights from assets in each Subaccount that are not otherwise attributable to Participants, if any, in the same proportion as the voting instructions that are received in a timely manner for all Contracts participating in that Subaccount.
Changes to Investments — The Company reserves the right, subject to compliance with the law as then in effect, to make additions to, deletions from, or combinations of the securities that are held by the Separate Account or any Subaccount or that the Separate Account or any Subaccount may purchase. In addition, the Company reserves the right to substitute shares of any or all of the Underlying Funds in accordance with applicable law. In all cases, the Company will send you notice. For instance, the Company may seek to substitute shares of Underlying Funds should they no longer be available for investment, or if the Company’s management believes further investment in shares of any Underlying Fund should become inappropriate in view of the purposes of the Contract. The Company may substitute shares of an Underlying Fund with the shares of another Underlying Fund or the shares of a fund not currently offered under the Contract. Substituted fund shares may have higher fees and expenses. The Company may also purchase, through the Subaccount, other securities for other classes of contracts, or permit a conversion between classes of contracts on the basis of requests made by Participants. The Company further reserves the right to close any Subaccount to future allocations.
The Company also reserves the right to establish additional Subaccounts of the Separate Account that would invest in a new Underlying Fund or in shares of another investment company, a series thereof, or other suitable investment vehicle. The Company may establish new Subaccounts in its sole discretion, and will determine whether to make any new Subaccount available to existing Participants. The Company may also eliminate or combine one or more Subaccounts to all or only certain classes of Participants if, in its sole discretion, marketing, tax, or investment conditions so warrant.
Subject to compliance with applicable law, the Company may transfer assets to the General Account. The Company also reserves the right, subject to any required regulatory approvals, to transfer assets of the Separate Account or any Subaccount to another separate account or Subaccount.
In the event of any such substitution or change, the Company may, by appropriate endorsement, make such changes in these and other contracts as may be necessary or appropriate to reflect such substitution or change. If the Company believes it to be in the best interests of persons having voting rights under the Contract, the Separate Account may be operated as a management investment company under the 1940 Act or any other form permitted by law. The Separate Account may be deregistered under the 1940 Act in the event such registration is no longer required, or it may be combined with other separate accounts of the Company or an affiliate thereof. Subject to compliance with applicable law, the Company also may establish a committee, board, or other group to manage one or more aspects of the operation of the Separate Account.
Changes to Comply with Law and Amendments — The Company reserves the right, without the consent of the Holder or Participants, to make any change to the provisions of the Contract to comply with, or give Participants the benefit of, any federal or state statute, rule, or regulation, including but not limited to requirements for annuity contracts and retirement plans under the Internal Revenue Code and regulations thereunder or any state statute or regulation.
33

Reports to Participants — The Company will send you quarterly a statement setting forth a summary of the transactions that occurred during the quarter, and indicating the Contract Value as of the end of the quarter. In addition, the statement will indicate the allocation of Contract Value among the Fixed Account and the Subaccounts and any other information required by law. The Company will also send confirmations upon Purchase Payments, transfers, and full and partial withdrawals. The Company may confirm certain transactions on a quarterly basis. These transactions include purchases under an Automatic Investment Program, transfers under the Dollar Cost Averaging and Asset Reallocation Options, systematic withdrawals and annuity payments.
You will also receive an annual and semiannual shareholder report for those Underlying Funds corresponding to the Subaccounts to which you have allocated your Contract Value. The shareholder reports contain information required by federal securities laws and will also be available online at https://vpx.broadridge.com/GetContract1.asp?doctype=pros&cid=sblife&fid=814121828.
Electronic Privileges — If the Electronic Privileges section of the participant enrollment form or other proper form has been completed, signed, and received at the Company’s Administrative Office, you may (1) request a transfer of Contract Value and make changes in your Purchase Payment allocation and to an existing Dollar Cost Averaging or Asset Reallocation Option by telephone; (2) request a transfer of Contract Value electronically via facsimile; and (3) request a transfer of Contract Value through the Company’s website. If you elect Electronic Privileges, you automatically authorize your financial representative to make transfers of Contract Value and changes in your Purchase Payment allocation or Dollar Cost Averaging or Asset Reallocation Option, on your behalf.
Any telephone or electronic device, whether it is the Company’s, yours, your service provider’s, or your registered representative’s, can experience outages or slowdowns for a variety of reasons. These outages or slowdowns may delay or prevent the Company’s processing of your transfer request. Although we have taken precautions to limit these problems, we cannot promise complete reliability under all circumstances. If you are experiencing problems, you should make your transfer request by writing to our Administrative Office.
The Company has established procedures to confirm that instructions communicated by telephone are genuine and will not be liable for any losses due to fraudulent or unauthorized instructions, provided it complies with its procedures. The Company’s procedures require that any person requesting a transfer by telephone provide the account number and the Participant’s tax identification number and such instructions must be received on a recorded line. The Company reserves the right to deny any telephone transfer request. If all telephone lines are busy (which might occur, for example, during periods of substantial market fluctuations) or are otherwise unavailable, you may not be able to request transfers by telephone and would have to submit written requests.
By authorizing telephone transfers, you authorize the Company to accept and act upon telephonic instructions for transfers involving your Contract. There are risks associated with telephone transactions that do not occur if a written request is submitted. Anyone authorizing or making telephone requests bears those risks. You agree that neither the Company nor any of its affiliates nor any Underlying Fund, will be liable for any loss, damages, cost, or expense (including attorneys’ fees) arising out of any telephone requests, provided that the Company effects such request in accordance with its procedures. As a result of this policy on telephone requests, you bear the risk of loss arising from the telephone transfer privilege. The Company may discontinue, modify, or suspend the telephone transfer privilege at any time.
State Variations — This Prospectus and the Statement of Additional Information describe all material terms and features of the Contract, including any material state variations. If you would like to review a copy of your Contract and its endorsements and riders, if any, contact the Company’s Administrative Office.
Legal Proceedings — The Company and its subsidiaries, like other life insurance companies, may be involved in lawsuits, including class action lawsuits. In some class action and other lawsuits involving insurers, substantial damages have been sought and/or material settlement payments have been made. Although the outcome of any litigation cannot be predicted with certainty, the Company believes that at the present time there are no legal proceedings pending or threatened to which the Company, the Separate Account, or SDL is a party that are reasonably likely to materially affect the Separate Account or the Company’s ability to meet its obligations under the Contract, or SDL’s ability to perform its contract with the Separate Account.
Legal Matters — Alison Pollock, Esq., Assistant General Counsel of the Company, has passed upon legal matters in connection with the issue and sale of the Contract described in this Prospectus, the Company’s authority to issue the Contract under Kansas law, and the validity of the forms of the Contract under Kansas law.
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Sale of the Contract — The Company currently offers the Contract on a continuous basis. The Company anticipates continuing to offer the Contract but reserves the right to discontinue the offering.
The Company has entered into a principal underwriting agreement with its affiliate, SDL, for the distribution and sale of the Contract. SDL’s home office is located at One Security Benefit Place, Topeka, Kansas 66636-0001. SDL, a wholly-owned subsidiary of the Company, is registered as a broker-dealer with the SEC under the Securities Exchange Act of 1934 and is a member of FINRA.
SDL does not sell the Contract directly to purchasers. The Contract is offered to the public through registered representatives of PlanMember Securities Corporation/Scarborough Alliance Group, a member of FINRA that has entered into a selling agreement with the Company and SDL for the sale of the Contract (“PlanMember”). Registered representatives must be licensed as insurance agents by applicable state insurance authorities and appointed agents of the Company in order to sell the Contract. The Company pays commissions to PlanMember through SDL. During fiscal years 2025, 2024, and 2023, the amounts paid to SDL in connection with all Contracts sold through the Separate Account were $342,998, $416,705, and $453,465, respectively.
SDL passes through commissions it receives to PlanMember and does not retain any portion of commissions it receives as principal underwriter for the Contract. However, the Company (or an affiliate) pays some or all of SDL’s operating and other expenses, including the following sales expenses: compensation and bonuses for SDL’s management team, compensation and benefits for SDL’s registered representatives, advertising expenses, and other expenses of distributing the Contract.
The Company pays commissions to PlanMember in connection with the promotion and sale of the Contract. A portion of any payments made to PlanMember may be passed on to its registered representatives in accordance with its internal compensation program. The Company may use any of its corporate assets to pay commissions and other costs of distributing the Contract, including any profit from the mortality and expense risk charge or other fees and charges imposed under the Contract. Commissions and other incentives or payments described below are not charged directly to Participants or the Separate Account. The Company intends to recoup commissions and other sales expenses through fees and charges deducted under the Contract or from its General Account.
The Company pays commissions as a percentage of Contract Value on an ongoing basis. The Company does not expect commissions paid to PlanMember to exceed 0.75% annually of average Contract Value. The Company also may pay non-cash compensation in connection with the sale of the Contract, including conferences, seminars and trips (including travel, lodging and meals in connection therewith), entertainment, merchandise and other similar items.
You can generally exchange one contract for another in a “tax-free exchange” under Section 1035 of the Internal Revenue Code. Before making an exchange, you should compare both contracts carefully. Remember that if you exchange another contract for the one described in this Prospectus, you might have to pay a surrender charge and tax, including a possible penalty tax, on your old contract, there will be new charges for this Contract, which may be higher (or lower), and the benefits may be different. You should not exchange another contract for this one unless you determine, after knowing all the facts, that the exchange is in your best interest and not just better for the person trying to sell you this Contract (that person will generally earn a commission if you buy this Contract through an exchange or otherwise). If you contemplate such an exchange, you should consult a tax adviser to discuss the potential tax effects of such a transaction.
The registered representative who sells you the Contract typically receives a portion of the compensation the Company pays to PlanMember, depending on the agreement between PlanMember and your registered representative and PlanMember’s internal compensation program. This program may include other types of cash and noncash compensation and other benefits. Ask your registered representative for further information about what he or she and PlanMember may receive in connection with your purchase of a Contract.
Additional Information
Registration Statement — A Registration Statement of which this Prospectus is a part has been filed with the SEC relating to the offering described in this Prospectus. This Prospectus does not include all the information included in the Registration Statement, certain portions of which, including the Statement of Additional Information, have been omitted pursuant to the rules and regulations of the SEC. The omitted information may be obtained at the SEC’s principal office in Washington, DC, upon payment of any of the SEC’s prescribed fees, and may also be obtained for free from the SEC’s web site (https://www.sec.gov). You may also obtain the Statement of Additional Information by writing the Company at One Security Benefit Place, Topeka, Kansas 66636-0001 or by calling 1-800-888-2461. The Statement of Additional Information is also available online at https://vpx.broadridge.com/GetContract1.asp?doctype=pros&cid=sblife&fid=814121828.
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Financial Statements — You can find financial statements for Security Benefit Life Insurance Company and Subsidiaries and the Separate Account in the Statement of Additional Information, which is available online at https://vpx.broadridge.com/GetContract1.asp?doctype=pros&cid=sblife&fid=814121828. To receive a copy of the Statement of Additional Information free of charge, call your investment professional or contact us at 1-800-888-2461.
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APPENDIX A
Investment Options Available Under the Contract
Underlying Funds — The following is a list of Underlying Funds available under the Contract. More information about the Underlying Funds is available in the prospectuses for the Underlying Funds, which may be amended or updated from time to time, and can be found online at https://vpx.broadridge.com/GetContract1.asp?doctype=pros&cid=sblife&fid=814121828. You can view, download, and print copies of Underlying Fund documents at this website. You can also request this information at no cost by calling 1-800-888-2461 or by sending an email request to SBLProspectusRequests@securitybenefit.com.
The current expenses and performance information below reflect the fees and expenses of the Underlying Funds, but do not reflect the other fees and expenses that your Contract may charge. Expenses would be higher and performance would be lower if these other charges were included. Each Underlying Fund’s past performance is not necessarily an indication of future performance. Updated performance information is available online at https://www.securitybenefit.com/performance.
Investment
Type
Fund
Adviser/Sub-Adviser
Current
Expenses1
Platform
Average Annual
Total Returns
(as of 12/31/2025)
1 Year
5 Year
10 Year
Small Cap
Blend
Goldman Sachs VIT Small Cap Equity
Insights – Institutional Class
Adviser: Goldman Sachs Asset
Management L.P.
0.88%
0.35%
16.14%
10.47%
10.84%
Large Cap
Growth
Goldman Sachs VIT Strategic Growth –
Institutional Class
Adviser: Goldman Sachs Asset
Management L.P.
0.79%
0.35%
17.92%
12.75%
16.41%
International
Equity
Invesco V.I. EQV International Equity –
Series I
Adviser: Invesco Advisers, Inc.
0.90%
0.35%
16.50%
3.68%
6.22%
Specialty-Sector
Invesco V.I. Global Real Estate – Series I
Adviser: Invesco Advisers, Inc.
Sub-Adviser: Invesco Asset Management
Limited
1.02%
0.35%
7.85%
1.73%
2.44%
Large Cap
Growth
Janus Henderson VIT Research – Service
Class
Adviser: Janus Henderson Investors US
LLC
1.07%
0.35%
18.10%
13.83%
15.59%
Multi Cap Value
NAA All Cap Value Series
Adviser: New Age Alpha Advisors, LLC
1.15%
N/A
12.87%
11.12%
10.40%
Large Cap
Value
NAA Large Cap Value Series
Adviser: New Age Alpha Advisors, LLC
1.05%
N/A
14.16%
12.15%
10.88%
Mid Cap Value
NAA SMid-Cap Value Series
Adviser: New Age Alpha Advisors, LLC
1.18%
N/A
7.35%
9.30%
9.97%
Global Equity
NAA World Equity Income Series
Adviser: New Age Alpha Advisors, LLC
1.18%
N/A
22.75%
11.42%
9.99%
Specialty
Neuberger Berman Quality Equity Portfolio
– Class S
Adviser: Neuberger Berman Investment
Advisers LLC
1.12%
0.35%
13.43%
12.54%
12.66%
A-1

Investment
Type
Fund
Adviser/Sub-Adviser
Current
Expenses1
Platform
Average Annual
Total Returns
(as of 12/31/2025)
1 Year
5 Year
10 Year
Inflation-
Protected Bond
PIMCO VIT Real Return – Administrative
Class
Adviser: Pacific Investment Management
Company LLC
1.39%
0.35%
7.85%
1.21%
3.21%
Intermediate
Term Bond
PIMCO VIT Total Return – Administrative
Class
Adviser: Pacific Investment Management
Company LLC
0.73%
0.35%
8.89%
0.02%
2.36%
Specialty-Sector
Rydex VIF Energy Services
Adviser: Security Investors, LLC
1.84%
0.35%
1.74%
10.39%
-5.65%
Mid Cap Growth
T. Rowe Price Mid Cap Growth
Adviser: T. Rowe Price Associates, Inc.
Sub-Adviser: T. Rowe Price Investment
Management, Inc.
0.85%
0.35%
3.55%
3.84%
9.81%
1
Certain Investment Portfolios and their investment advisers have entered into temporary expense reimbursement and/or fee waivers. Please
see the Investment Portfolios’ prospectuses for additional information regarding these arrangements
Fixed Option — The following is a list of Fixed Options currently available under the Contract. We may change the features of the Fixed Options listed below, offer new Fixed Options, and terminate existing Fixed Options. We will provide you with written notice before doing so. Depending on the optional benefits you choose, you may not be able to invest in the Fixed Options, as noted below.
See “The Fixed Account” in the prospectus for a description of the Fixed Investment Options’ features.
Name
Term
Minimum Guaranteed Interest Rate
Fixed Account
Not applicable
1%
A-2

 
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The Statement of Additional Information (SAI) contains additional information about the Contract, us, and the Separate Account, including financial statements. The SAI is dated the same date as this Prospectus and the SAI is incorporated by reference into this Prospectus. You may request a free copy of the SAI or submit inquiries about the Contract by writing the Company at its Administrative Office, P.O. Box 750497, Topeka, KS 66675-0497, by calling 1-800-888-2461 or by visiting us online at https://vpx.broadridge.com/GetContract1.asp?doctype=pros&cid=sblife&fid=814121828.
You may also obtain reports and other information about the Separate Account on the SEC’s website at www.sec.gov, and copies of this information may be obtained, upon payment of a duplicating fee, by electronic request at the following email address: publicinfo@sec.gov.
EDGAR Contract Identifier C000027883


SCARBOROUGH ADVANTAGE VARIABLE ANNUITY
May 1, 2026
Variable Annuity Account XI
Group Flexible Purchase Payment Deferred Variable Annuity Contract
Statement of Additional Information
Issued By:
Mailing Address:
Security Benefit Life Insurance Company
One Security Benefit Place
Topeka, Kansas 66636-0001
1-800-888-2461
www.securitybenefit.com
Security Benefit Life Insurance Company
P.O. Box 750497
Topeka, Kansas 66675-0497

This Statement of Additional Information is not a prospectus; it should be read in conjunction with the current Prospectus for the Scarborough Advantage Variable Annuity dated May 1, 2026, as it may be supplemented from time to time. A copy of the Prospectus may be obtained free of charge from the Company by calling 1-800-888-2461 or by writing P.O. Box 750497, Topeka, Kansas 66675-0497.
V6914A
32-69149-01 2026/05/01

Table of Contents
 
Page
General Information and History
2
2
2
2
2
2
2
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3
3
3
1

General Information and History
The Company — The Company is a life insurance company that offers life insurance policies and annuity contracts, as well as financial and retirement services. The Company is organized under the laws of the State of Kansas and is admitted to do business in the District of Columbia and all states except for New York. It was originally organized as a fraternal benefit society and commenced business February 22, 1892. It became a mutual life insurance company under its present name on January 2, 1950 and converted to a stock life insurance company on July 31, 1998. The Company’s indirect parent, Eldridge Industries, LLC, owns, operates and invests in businesses across a wide range of sectors and is ultimately controlled by Todd L. Boehly.
The Separate Account — The Company established Variable Annuity Account XI as a separate account under Kansas law on October 26, 1998. The Separate Account is registered with the SEC as a unit investment trust under the Investment Company Act of 1940, as amended (the “1940 Act”).
Principal Underwriter — The Company currently offers the Contract on a continuous basis. The Company anticipates continuing to offer the Contract but reserves the right to discontinue the offering. The Principal Underwriter for the Contract is Security Distributors, LLC (“SDL”), located at One Security Benefit Place, Topeka, Kansas 66636-0001. SDL, a wholly-owned subsidiary of the Company, is registered as a broker-dealer with the SEC and is a member of the Financial Industry Regulatory Authority (“FINRA”).
SDL does not sell the Contract directly to purchasers. The Contract is offered to the public through registered representatives of PlanMember Securities Corporation/Scarborough Alliance Group, a member of FINRA that has entered into a selling agreement with the Company and SDL for the sale of the Contract (“PlanMember”). The Company pays commissions to PlanMember through SDL. During fiscal years 2025, 2024, and 2023, the amounts paid to SDL in connection with all Contracts sold through the Separate Account were $342,998, $416,705, and $453,465, respectively. SDL passes through commissions it receives to PlanMamber and does not retain any portion of the commissions it receives as principal underwriter for the Contract. However, the Company (or an affiliate) pays some or all of SDL’s operating and other expenses, including the following sales expenses: compensation and bonuses for SDL’s management team, compensation and benefits for SDL’s registered representatives, advertising expenses, and other expenses of distributing the Contract.
General Information — For a description of the Contract, the Company, and the Separate Account, see the Prospectus for the Contract. This Statement of Additional Information contains information that supplements the information in the Prospectus. Defined terms used in this Statement of Additional Information have the same meaning as terms defined in the section entitled “Definitions” in the Prospectus.
Safekeeping of Assets — The Company is responsible for the safekeeping of the assets of the Subaccounts. These assets, which consist of shares of the Underlying Funds in non-certificated form, are held separate and apart from the assets of the Company’s General Account and its other separate accounts.
Non-Principal Risks of Investing in the Contract
All non-principal risks of purchasing the Contract are disclosed in the Prospectus in their related subject matter sections.
Performance Information
Performance information for the Subaccounts, including the yield, and the average annual total return and total return of all Subaccounts, may appear in advertisements, reports, and promotional literature provided to current or prospective Participants.
Quotations of average annual total return for any Subaccount will be expressed in terms of the average annual compounded rate of return of a hypothetical investment in a Contract over a period of one, five and ten years (or, if less, up to the life of the Subaccount), calculated pursuant to the following formula: P(1 + T)n = ERV (where P = a hypothetical initial payment of $1,000, T = the average annual total return, n = the number of years, and ERV = the ending redeemable value of a hypothetical $1,000 payment made at the beginning of the period).
Average annual total return figures (referred to as “Standardized Total Return”) are calculated from the inception date of the Subaccounts under the Contract, and reflect the deduction of the mortality and expense risk charge of 0.45% and the maximum annual administration and distribution charge of 0.94% for all Subaccounts except the
2

Guggenheim VIF Large Cap Value, Guggenheim VIF World Equity Income, Guggenheim VIF All Cap Value and Guggenheim VIF SMid Cap Value Subaccounts for which the maximum annual administration and distribution charge is 0.59%.
Other total return figures (referred to as “Non-Standardized Total Return”) may be quoted that do not assume the maximum annual administration and distribution charge. The maximum annual administration and distribution charge, if reflected, would lower the Non-Standardized Total Return. Total return figures that do not reflect deduction of all charges will be accompanied by Standardized Total Return figures that reflect such charges and which date from the Separate Account inception date.
Total return figures may also be shown for periods beginning prior to the availability of the Contract. Such total return figures are based upon the performance of the Underlying Funds, adjusted to reflect the maximum charges imposed under the Contract. Any quotation of performance that pre-dates the date of inception of the Separate Account (or a Subaccount thereof as applicable) will be accompanied by Standardized Total Return figures that reflect the deduction of the maximum annual administration and distribution charge and other fees and charges since the date of inception of the Separate Account or Subaccount.
Quotations of total return for any Subaccount will be based on a hypothetical investment in a Subaccount over a certain period and will be computed by subtracting the initial value of the investment from the ending value and dividing the remainder by the initial value of the investment. Such quotations of total return will reflect the deduction of all applicable charges to the Contract and the Separate Account (on an annual basis).
Performance information for any Subaccount reflects only the performance of a hypothetical Contract under which Contract Value is allocated to that Subaccount during a particular time period on which the calculations are based. Performance information should be considered in light of the investment objectives and policies, characteristics and quality of the Underlying Fund in which the Subaccount invests, and the market conditions during the given time period, and should not be considered as a representation of what may be achieved in the future.
Mixed and Shared Funding Conflicts
Because the Underlying Funds may serve as investment vehicles for both variable life insurance policies and variable annuity contracts (“mixed funding”) and shares of the Underlying Funds also may be sold to separate accounts of other insurance companies (“shared funding”), material conflicts could occur. The Company currently does not foresee any disadvantages to Contractholders or Participants arising from either mixed or shared funding; however, due to differences in tax treatment or other considerations, it is possible that the interests of owners of various contracts for which the Underlying Funds serve as investment vehicles might at some time be in conflict. However, the Company, each Underlying Fund’s Board of Directors, and any other insurance companies that participate in the Underlying Funds are required to monitor events in order to identify any material conflicts that arise from mixed and/or shared funding. If such a conflict were to occur, the Company would take steps necessary to protect Contractholders or Participants, including withdrawal of the Separate Account from participation in the Underlying Fund(s) involved in the conflict. This might force the Underlying Fund to sell securities at disadvantageous prices.
Independent Registered Public Accounting Firm
The consolidated financial statements of Security Benefit Life Insurance Company and subsidiaries at December 31, 2025 and 2024, and for each of the three years in the period ended December 31, 2025, and the financial statements of Variable Annuity Account XI at December 31, 2025, and for each of the specified periods ended December 31, 2025 and 2024, or for portions of such periods as disclosed in the financial statements appearing in this Statement of Additional Information have been audited by Ernst  & Young  LLP, 1828 Walnut Street, Suite 600, Kansas City, Missouri, 64108-1840, independent registered public accounting firm, as set forth in their reports thereon appearing elsewhere herein, and are included in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.
Financial Statements
The consolidated financial statements of Security Benefit Life Insurance Company and subsidiaries at December 31, 2025 and 2024, and for each of the three years in the period ended December 31, 2025, and the financial statements of Variable Annuity Account XI at December 31, 2025, and for each of the specified periods ended December 31, 2025 and 2024, or for portions of such periods as disclosed in the financial statements, are set forth herein, following this section.
3

The consolidated financial statements of Security Benefit Life Insurance Company and subsidiaries, which are included in this Statement of Additional Information, should be considered only as bearing on the ability of the Company to meet its obligations under the Contract. They should not be considered as bearing on the investment performance of the assets held in the Separate Account.
4


C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S

Security Benefit Life Insurance Company and Subsidiaries

Years Ended December 31, 2025, 2024 and 2023

With Report of Independent Auditors


Security Benefit Life Insurance Company and Subsidiaries

Consolidated Financial Statements

Years Ended December 31, 2025, 2024, and 2023

Contents

 

Report of Independent Auditors

     1  

Consolidated Financial Statements

  

Consolidated Balance Sheets

     3  

Consolidated Statements of Operations

     5  

Consolidated Statements of Comprehensive Income

     6  

Consolidated Statements of Changes in Stockholder’s Equity

     7  

Consolidated Statements of Cash Flows

     8  

Notes to Consolidated Financial Statements

     10  


LOGO

Report of Independent Auditors

The Board of Directors

Security Benefit Life Insurance Company

Opinion

We have audited the consolidated financial statements of Security Benefit Life Insurance Company and Subsidiaries (the Company), which comprise the consolidated balance sheets as of December 31, 2025 and 2024, and the related consolidated statements of operations, comprehensive income, changes in stockholder’s equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in accordance with accounting principles generally accepted in the United States of America.

Adoption of ASU No. 2018-12

As discussed in Notes 1 and 2 to the financial statements, the Company changed its method of accounting for long-duration contracts in each of the three years in the period ended December 31, 2025 due to the adoption of ASU No. 2018-12, Financial Services – Insurance (Topic 944), Targeted Improvements to the Accounting for Long-Duration Contracts.

Basis for Opinion

We conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free of material misstatement, whether due to fraud or error.

In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date that the financial statements are available to be issued.

 

2603-10001-CS   1  

A member firm of Ernst & Young Global Limited


LOGO

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free of material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

In performing an audit in accordance with GAAS, we:

 

  •  

Exercise professional judgment and maintain professional skepticism throughout the audit.

 

  •  

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

 

  •  

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed.

 

  •  

Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.

 

  •  

Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.

/s/ Ernst & Young LLP

Kansas City, Missouri

April 24, 2026

 

2603-10001-CS   2  

A member firm of Ernst & Young Global Limited


Security Benefit Life Insurance Company and Subsidiaries

Consolidated Balance Sheets

 

     December 31,  
     2025      2024  
     (in thousands)  

Assets

     

Investments:

     

Fixed maturities, available for sale ($39,826.8 million and $37,230.7 million in amortized cost for 2025 and 2024, respectively; includes $233.2 million and $332.2 million related to consolidated variable interest entities for 2025 and 2024, respectively; includes $46.5 million and $46.5 million in credit loss allowances for 2025 and 2024,respectively)

   $ 39,944,617      $ 36,912,840  

Fixed maturities, trading

     85,453        76,221  

Equity securities

     1,416,745        991,706  

Notes receivable from related parties

     5,533,886        2,079,394  

Mortgage loans

     3,886,944        2,745,425  

Policy loans

     59,079        62,973  

Cash and cash equivalents (includes $0.8 million and $42.5 million related to consolidated variable interest entities for 2025 and 2024, respectively)

     2,131,843        3,815,783  

Short-term investments

     320,751        91,020  

Derivative assets

     1,541,359        1,266,094  

Pledged securities

     60,027        —   

Other invested assets (includes $293.6 million and $306.3 million related to consolidated variable interest entities for 2025 and 2024, respectively)

     1,520,782        1,617,315  
  

 

 

    

 

 

 

Total investments

     56,501,486        49,658,771  

Accrued investment income (includes $5.0 million and $0.9 million related to consolidated variable interest entities for 2025 and 2024, respectively)

     613,933        647,867  

Reinsurance recoverable

     12,507,818        10,682,423  

Deferred policy acquisition costs, deferred sales inducement costs and value of business acquired

     3,495,288        3,089,566  

Other assets

     1,087,227        713,633  

Separate account assets

     6,804,874        6,416,351  
  

 

 

    

 

 

 

Total assets

   $ 81,010,626      $ 71,208,611  
  

 

 

    

 

 

 

See accompanying notes.

 

3


Security Benefit Life Insurance Company and Subsidiaries

Consolidated Balance Sheets (continued)

 

     December 31,  
     2025      2024  
     (in thousands)  

Liabilities and stockholder’s equity

     

Liabilities:

     

Interest sensitive contract liabilities and future policy benefits

   $ 46,048,729      $ 40,897,076  

Funds withheld and held liability

     11,066,965        9,201,462  

Market risk benefits

     3,319,550        3,022,203  

Deferred income tax liability

     117,292        31,242  

Debt

     111,981        113,173  

Debt from consolidated variable interest entities

     —         47,255  

Derivative collateral

     1,255,282        894,549  

Repurchase agreements

     1,511,982        328,443  

Payables for collateral under securities loaned

     62,657        —   

Other liabilities

     1,143,232        1,164,472  

Separate account liabilities

     6,804,874        6,416,351  
  

 

 

    

 

 

 

Total liabilities

     71,442,544        62,116,226  

Stockholder’s equity:

     

Common stock (1)

     7,000        7,000  

Additional paid-in capital

     4,394,457        4,394,107  

Accumulated other comprehensive income (loss)

     246,357        (67,233 ) 

Retained earnings

     4,828,121        4,652,283  
  

 

 

    

 

 

 

Total Security Benefit Life Insurance Company stockholder’s equity

     9,475,935        8,986,157  

Noncontrolling interest

     92,147        106,228  
  

 

 

    

 

 

 

Total stockholder’s equity

     9,568,082        9,092,385  
  

 

 

    

 

 

 

Total liabilities and stockholder’s equity

   $ 81,010,626      $ 71,208,611  
  

 

 

    

 

 

 

 

(1) 

$10 par value, 1,000,000 shares authorized, 700,000 issued and outstanding

See accompanying notes.

 

4


Security Benefit Life Insurance Company and Subsidiaries

Consolidated Statements of Operations

 

     Year Ended December 31,  
     2025     2024      2023  
     (in thousands)  

Revenues:

       

Net investment income

   $ 2,745,131     $ 3,026,091      $ 2,695,803  

Asset-based and administrative fees

     72,770       73,081        66,893  

Other product charges

     257,374       273,050        245,274  

Investment-related gains (losses)

     504,980       379,060        98,679  

Other revenues

     220,703       138,361        131,493  
  

 

 

   

 

 

    

 

 

 

Total revenues

     3,800,958       3,889,643        3,238,142  

Benefits and expenses:

       

Interest sensitive contract and future policy benefits

     1,298,493       1,046,772        970,788  

Market risk benefit measurement (gains) losses

     382,831       484,503        775,456  

Other benefits

     193,937       160,705        59,302  
  

 

 

   

 

 

    

 

 

 

Total benefits

     1,875,261       1,691,980        1,805,546  

Other operating expenses

     414,701       431,168        389,995  

Amortization of deferred policy acquisition costs, deferred sales inducement costs, and value of business acquired

     412,231       351,823        318,122  

Interest expense

     82,137       212,025        158,168  
  

 

 

   

 

 

    

 

 

 

Total benefits and expenses

     2,784,330       2,686,996        2,671,831  
  

 

 

   

 

 

    

 

 

 

Income before income tax expense

     1,016,628       1,202,647        566,311  

Income tax expense

     212,715       247,836        111,758  
  

 

 

   

 

 

    

 

 

 

Net income

     803,913       954,811        454,553  

Less: Net income (loss) attributable to noncontrolling interest

     (14,081 )      3,072        —   
  

 

 

   

 

 

    

 

 

 

Net income attributable to Security Benefit Life Insurance Company

   $ 817,994     $ 951,739      $ 454,553  
  

 

 

   

 

 

    

 

 

 

See accompanying notes.

 

5


Security Benefit Life Insurance Company and Subsidiaries

Consolidated Statements of Comprehensive Income

 

     Year Ended December 31,  
     2025     2024     2023  
     (in thousands)  

Net income

   $ 803,913     $ 954,811     $ 454,553  

Other comprehensive income (loss), net of tax:

      

Net unrealized gains (losses) on investments and hedging instruments

     252,129       318,272       1,003,001  

Remeasurement gains (losses) of future policy benefits related to discount rate

     (4,235 )      4,871       (4,132 ) 

Remeasurement gains (losses) on market risk benefits related to credit risk

     65,696       (144,504 )      (110,449 ) 
  

 

 

   

 

 

   

 

 

 

Total other comprehensive income (loss), net of tax

     313,590       178,639       888,420  
  

 

 

   

 

 

   

 

 

 

Comprehensive income (loss)

     1,117,503       1,133,450       1,342,973  

Less: Comprehensive income (loss) attributable to noncontrolling interest

     (14,081 )      3,072       —   
  

 

 

   

 

 

   

 

 

 

Comprehensive income (loss) attributable to Security Benefit Life Insurance Company

   $ 1,131,584     $ 1,130,378     $ 1,342,973  
  

 

 

   

 

 

   

 

 

 

See accompanying notes.

 

6


Security Benefit Life Insurance Company and Subsidiaries

Consolidated Statements of Changes in Stockholder’s Equity

 

                   Accumulated           Total              
            Additional      Other           SBLIC              
     Common      Paid-In      Comprehensive     Retained     Stockholder’s     Noncontrolling        
     Stock      Capital      Income (Loss)     Earnings     Equity     Interest     Total  
     (in thousands)  

Balance at January 1, 2023

   $ 7,000      $ 3,959,107      $ (902,353 )    $ 3,537,884     $ 6,601,638     $ —      $ 6,601,638  

Adoption of new accounting standards 1

     —         —         —        (4,912 )      (4,912 )      —        (4,912 ) 

Adoption of new accounting standards 2

     —         —         (231,939 )      918,019       686,080       —        686,080  
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted Balance at January 1, 2023

     7,000        3,959,107        (1,134,292 )      4,450,991       7,282,806       —        7,282,806  

Net income

     —         —         —        454,553       454,553       —        454,553  

Other comprehensive income (loss), net

     —         —         888,420       —        888,420       —        888,420  

Contribution from parent

     —         435,000        —        —        435,000       —        435,000  

Dividends paid

     —         —         —        (350,000 )      (350,000 )      —        (350,000 ) 
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2023

     7,000        4,394,107        (245,872 )      4,555,544       8,710,779       —        8,710,779  

Net income

     —         —         —        951,739       951,739       3,072       954,811  

Other comprehensive income (loss), net

     —         —         178,639       —        178,639       —        178,639  

Contribution from parent

     —         —         —        —        —        103,156       103,156  

Dividends paid

     —         —         —        (855,000 )      (855,000 )      —        (855,000 ) 
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2024

     7,000        4,394,107        (67,233 )      4,652,283       8,986,157       106,228       9,092,385  

Net income

     —         —         —        817,994       817,994       (14,081 )      803,913  

Other comprehensive income (loss), net

     —         —         313,590       —        313,590       —        313,590  

Contribution from parent

     —         350        —        —        350       —        350  

Contribution of noncontrolling interest

     —         —         —        —        —        —        —   

Dividends paid

     —         —         —        (642,156 )      (642,156 )      —        (642,156 ) 
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2025

   $ 7,000      $ 4,394,457      $ 246,357     $ 4,828,121     $ 9,475,935     $ 92,147     $ 9,568,082  
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

1

Effective January 1, 2023, the Company adopted ASU 2016-13, Financial Instruments—Credit Losses, Measurement of Credit Losses on Financial Instruments, as clarified and amended by ASU 2019-04, Codification Improvements to Topic 326; ASU 2019-05 Financial Instruments—Credit Losses (Topic 326): Targeted Relief; and ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments—Credit Losses.

2

Effective January 1, 2025, with a transition date of January 1, 2023, the Company adopted ASU 2018-12, Targeted Improvements to the Accounting for Long-Duration Contracts (LDTI). The Company applied a modified retrospective approach for liabilities for future policy benefits, DAC, DSI, and VOBA, and a full retrospective approach for market risk benefits, as required.

See accompanying notes.

 

7


Security Benefit Life Insurance Company and Subsidiaries

Consolidated Statements of Cash Flows

 

     Year Ended December 31,  
     2025     2024     2023  
     (in thousands)  

Operating activities

      

Net income

   $ 803,913     $ 954,811     $ 454,553  

Adjustments to reconcile net income to net cash and cash equivalents provided by (used in) operating activities:

      

Index credits and interest credited to account balances

     1,229,064       1,128,491       586,521  

Policy acquisition costs deferred

     (427,324 )      (359,442 )      (366,519 ) 

Amortization of deferred policy acquisition costs, deferred sales inducement costs, and value of business acquired

     411,975       351,823       318,122  

Investment-related (gains) losses

     (504,980 )      (379,060 )      (98,679 ) 

Change in equity method investments

     (17,455 )      (93,438 )      (80,456 ) 

Amortization of investment premiums and discounts

     (36,485 )      (105,247 )      (54,087 ) 

Interest sensitive contract and future policy benefits

     69,429       (81,719 )      377,405  

Depreciation and amortization

     2,458       7,358       12,342  

Market risk benefits measurements (gains) losses

     382,831       484,503       775,456  

Changes in operating assets and liabilities:

      

Deferred income taxes

     2,690       (94,620 )      (197,510 ) 

Funds withheld and held liability

     1,756,581       1,334,587       1,813,995  

Investment income due and accrued

     (515,103 )      (485,052 )      (431,741 ) 

Other assets and liabilities

     (12,695 )      166,700       147,082  
  

 

 

   

 

 

   

 

 

 

Net cash and cash equivalents provided by operating activities

     3,144,899       2,829,695       3,256,484  

Investing activities

      

Sales, maturities, or repayments of investments:

      

Fixed maturities available for sale

     16,870,283       21,718,867       8,021,523  

Mortgage loans

     918,480       338,443       103,769  

Derivative assets

     1,152,298       1,065,262       484,689  

Notes receivable from related parties

     4,453,293       4,958,630       3,788,848  

Net sales (purchases) of fixed maturities, trading

     (8,308 )      18,208       (35,834 ) 

Other invested assets

     525,201       558,914       612,226  
  

 

 

   

 

 

   

 

 

 
     23,911,247       28,658,324       12,975,221  

Acquisitions of investments:

      

Fixed maturities available for sale

     (19,715,288 )      (17,707,094 )      (12,723,875 ) 

Mortgage loans

     (1,774,194 )      (2,162,112 )      (100,406 ) 

Derivative assets

     (724,314 )      (523,545 )      (428,418 ) 

Notes receivable from related parties

     (7,903,461 )      (6,035,840 )      (3,086,017 ) 

Net sales (purchases) of equity securities at fair value

     (107,504 )      (231,145 )      (49,388 ) 

Other invested assets

     (727,887 )      (1,176,693 )      (327,064 ) 
  

 

 

   

 

 

   

 

 

 
     (30,952,648 )      (27,836,429 )      (16,715,168 ) 

Net sales (purchases) of property and equipment

     (301 )      (263 )      (3,377 ) 

Net sales (purchases) of short-term investments

     (44,316 )      71,817       547,351  

Net decrease (increase) in policy loans

     3,894       1,398       1,936  
  

 

 

   

 

 

   

 

 

 

Net cash and cash equivalents provided by (used in) investing activities

     (7,082,124 )      894,847       (3,194,037 ) 

See accompanying notes.

 

8


Security Benefit Life Insurance Company and Subsidiaries

Consolidated Statements of Cash Flows (continued)

 

     Year Ended December 31,  
     2025     2024     2023  
     (in thousands)  

Financing activities

      

Payments on debt and debt from consolidated VIEs

     (47,255 )      (190,277 )      88,754  

Contribution of noncontrolling interest

     —        103,156       —   

Capital contribution from parent

     350       —        435,000  

Dividends paid to parent

     (540,000 )      (355,000 )      (350,000 ) 

Net change in repurchase agreements

     1,188,392       (684,055 )      112,119  

Cash receipts under securities lending program

     62,657       —        —   

Deposits to annuity account balances

     5,339,726       4,684,487       4,132,870  

Withdrawals from annuity account balances

     (3,750,585 )      (5,020,009 )      (4,204,464 ) 
  

 

 

   

 

 

   

 

 

 

Net cash and cash equivalents provided by (used in) financing activities

     2,253,285       (1,461,698 )      214,279  
  

 

 

   

 

 

   

 

 

 

Increase (decrease) in cash and cash equivalents

     (1,683,940 )      2,262,844       276,726  

Cash and cash equivalents at beginning of period

     3,815,783       1,552,939       1,276,213  
  

 

 

   

 

 

   

 

 

 

Cash and cash equivalents at end of period

   $ 2,131,843     $ 3,815,783     $ 1,552,939  
  

 

 

   

 

 

   

 

 

 

Supplemental disclosures of cash flow information

      

Cash paid during the period for:

      

Interest

   $ 67,996     $ 109,701     $ 60,645  
  

 

 

   

 

 

   

 

 

 

Income taxes

   $ 237,400     $ 258,430     $ 321,301  
  

 

 

   

 

 

   

 

 

 

Supplemental disclosure of non-cash information

      

Cash received in the prior year for policies issued in the current year

   $ 28,607     $ 31,575     $ 81,441  
  

 

 

   

 

 

   

 

 

 

Securities purchased not yet settled in cash

   $ (294,954 )    $ (436,817 )    $ (49,760 ) 
  

 

 

   

 

 

   

 

 

 

Securities sold not yet settled in cash

   $ 346,368     $ 82,280     $ 110,914  
  

 

 

   

 

 

   

 

 

 

Accrued interest paid in kind

   $ 575,322     $ 585,741     $ 382,913  
  

 

 

   

 

 

   

 

 

 

In-kind dividends to parent

   $ 102,156     $ 500,000     $ —   
  

 

 

   

 

 

   

 

 

 

See accompanying notes.

 

9


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements

Years Ended December 31, 2025, 2024 and 2023

1. Nature of Operations, Basis of Presentation and Significant Accounting Policies

Nature of Operations

The operations of Security Benefit Life Insurance Company (“SBLIC”), together with its subsidiaries and consolidated variable interest entities (“VIEs”) (see Note 4) (referred to herein, collectively, as SBLIC, the Company, or we), consist primarily of marketing and distributing annuities, retirement plans, and other related products throughout the United States. Security Distributors, LLC (“SD”), a subsidiary of Security Benefit Life Insurance Company (“SBLIC”), is a registered broker/dealer with the Securities and Exchange Commission (“SEC”) and is a member of the Financial Industry Regulatory Authority. The Company has entered into an agreement with Security Benefit Business Services, LLC (SBBS), an affiliate, to handle most corporate functions and processes. All employees and the majority of the Company’s expenses are paid by SBBS, and an allocable portion of these costs are then billed to the Company.

The Company offers a diversified portfolio of products comprised primarily of fixed annuities, fixed index annuities (“FIA”), variable annuities (“VA”), and retirement plans. Our products are distributed by independent representatives through third-party distribution channels and sales networks.

Basis of Presentation

The financial statements of the Company are presented in accordance with U.S. generally accepted accounting principles (“GAAP”) on a consolidated basis and include the operations of SBLIC and its subsidiaries, SD; SAILES 2, LLC (“SAILES”); Sixth Avenue Reinsurance Company (“SARC”); Bentley Park, LLC, Chisholm Trail, LLC; Coronado Heights, LLC; Earhart Capital, LLC; Hawk Trail, LLC; Monarch Field, LLC; Perry Park, LLC; Pinckney Holdings, LLC; Ripley Park, LLC; SB 625 Madison Holdings, LLC; SB IIS Co., LLC; SB ISH, LLC; Shamrock Valley, LLC; Triple 8, LLC; IDF VI, LLC; IDF V, LLC; SecBen GBM Investco, LLC; FHI Investor, LLC; and the consolidated VIEs (see Note 4). All intercompany accounts and transactions have been eliminated in the consolidation.

 

10


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

1. Nature of Operations, Basis of Presentation and Significant Accounting Policies (continued)

 

Use of Estimates

The preparation of the Consolidated Financial Statements and accompanying notes in conformity with U.S. GAAP requires management to make estimates and assumptions that affect amounts reported and disclosed. Significant estimates and assumptions include the valuation of investments; valuation of over-the-counter derivative financial instruments; determination of investment impairments and valuation allowances; calculation of liabilities for future policy benefits; valuation of market risk benefit assets and liabilities; calculation of income taxes and the recognition of deferred income tax assets and liabilities; and estimating future cash flows on certain structured securities. Management believes that the estimates used in preparing its Consolidated Financial Statements are reasonable.

Significant Accounting Policies

Investments

Fixed maturity investments include bonds, asset-backed securities, redeemable preferred stock, and collateral loans. Fixed maturity investments are classified as available for sale (“AFS”) and carried at fair value, with related unrealized gains and losses, exclusive of allowance for expected credit losses, reflected as a component of Accumulated other comprehensive income or loss (“AOCI”) in the Consolidated Balance Sheets.

The Company classified as trading certain fixed maturity securities investments. The change in fair value of these financial instruments is recognized as a component of Investment-related gains (losses) in the Consolidated Statements of Operations.

Equity securities include mutual funds, common stock, and non-redeemable preferred stock. Equity investments not accounted for under the equity method of accounting or the measurement alternative are carried at fair value, with related unrealized gains and losses recognized as a component of the Investment-related gains (losses) in the Consolidated Statements of Operations.

 

11


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

1. Nature of Operations, Basis of Presentation and Significant Accounting Policies (continued)

 

Investments in joint ventures and partnerships are reported in Other invested assets on the Consolidated Balance Sheets and are generally accounted for using the equity method. In applying the equity method, the Company records its share of income or loss reported by equity investees.

Realized capital gains and losses on sales of investments are determined using the specific identification method. Unrealized capital gains and losses related to trading securities are reported as a component of Investment-related gains (losses) in the Consolidated Statements of Operations. Credit losses are also reported within Investment-related gains (losses) in the Consolidated Statements of Operations.

The Company evaluates its fixed maturity AFS investments quarterly to determine whether a decline in fair value below the amortized cost basis has resulted from credit loss or other factors. This evaluation process involves monitoring market events that could affect issuers’ credit ratings, business climate, management changes, litigation and government actions and other similar factors. This process also entails monitoring late payments, pricing levels, downgrades by rating agencies, key financial ratios, financial statements, revenue forecasts and cash flow projections as indicators of credit issues.

Each reporting period, securities in an unrealized loss position are reviewed to determine whether a decline in value is due to credit risk. Relevant facts and circumstances considered include: (1) the extent the fair value is below cost; (2) the reasons for the decline in value; (3) the financial position and access to capital of the issuer, including the current and future impact of any specific events and (4) for structured securities, the adequacy of the expected cash flows. To the extent the Company determines an unrealized loss is due to credit risk, an allowance for credit loss is recognized through a reduction to Net income.

 

12


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

1. Nature of Operations, Basis of Presentation and Significant Accounting Policies (continued)

 

The methodology and assumptions for establishing the best estimate cash flows vary depending on the type of security. The credit loss component of a structured security impairment is estimated as the difference between amortized cost and the present value of the expected cash flows of the security. For fixed rate securities, the present value is determined using the best estimate cash flows discounted at the effective interest rate implicit to the security just prior to impairment. For variable rate securities, the present value is determined using the best estimate cash flows discounted at the variable rate that exists as of the date the cash flow estimate is made. The structured securities cash flow estimates are based on bond-specific facts and circumstances that may include collateral characteristics such as: expectations of delinquency and default rates, loss severity, asset spreads, and prepayment speeds, as well as structural support, including subordination and guarantees. The Company does not measure a credit loss allowance on accrued interest receivable because we write off the accrued interest receivable balance to net investment income in a timely manner when we have concern regarding collectability.

Amounts in Fixed maturities, available for sale deemed uncollectible are written off and removed from the allowance for credit loss. A write-off may also occur if the Company intends to sell a security or if it is more likely than not that the Company will be required to sell the security before the recovery of its amortized cost, which in some cases, may extend to maturity. Any additional impairment, other than for credit loss, is recorded as a component of Other comprehensive income (“OCI”), net of income taxes, on the Consolidated Statements of Comprehensive Income.

Commercial and residential mortgage loans are generally reported at cost, adjusted for amortization of premiums or accrual of discounts, computed using the interest method, net of valuation allowances. Interest income is accrued on the principal amount of the loan based on the loan’s contractual interest rate. Interest income, as well as prepayment of fees and the amortization of the related premium or discount, is reported in Net investment income in the Consolidated Statements of Operations. Any change in the mortgage loan valuation allowances are reported in Investment-related gains (losses) on the Consolidated Statements of Operations. See Note 3 for details around our valuation allowance.

 

13


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

1. Nature of Operations, Basis of Presentation and Significant Accounting Policies (continued)

 

Policy loans are reported at unpaid principal balance.

Cash and cash equivalents includes operating cash, other investments with original maturities of 90 days or less, and money market funds principally supported with cash and cash equivalent funds. Short-term investments are carried at market value and represent fixed maturity securities with initial maturities of greater than 90 days but less than one year.

The Company has agreed to provide a loan facility through bridge or revolver loans to borrowers until permanent financing can be secured or an existing obligation or project is completed. The Company generally receives a commitment fee on unfunded amounts and interest on the amounts funded. Open commitments on bridge loans and revolvers are disclosed in Note 14.

The Company has variable interest investments in different types of securitization entities, which are deemed VIEs. An entity is a VIE if the equity at risk is not sufficient to support its activities, if the equity holders lack a controlling financial interest or if the entity is structured with non-substantive voting rights. When the Company is determined to be the primary beneficiary of a VIE, the Company consolidates the entity into the financial statements. The primary beneficiary of a VIE is defined as the enterprise with (1) the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and (2) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. Accordingly, the Company would not consolidate a VIE when it is not the primary beneficiary. On an ongoing basis, the Company assesses whether it is the primary beneficiary of VIEs in which it has a variable interest.

 

14


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

1. Nature of Operations, Basis of Presentation and Significant Accounting Policies (continued)

 

Asset and Liability Derivatives

The Company hedges certain exposures to equity market risk, foreign exchange risk, and interest rate risk by entering into derivative financial instruments. All of the derivative financial instruments are recognized as an asset or liability on the Consolidated Balance Sheets at fair value. Derivative instruments that are not designated in hedge accounting relationships are recorded at fair value, with changes in fair value recognized in Investment-related gains (losses) on the Consolidated Statements of Operations.

The Company issues certain products and periodically enters into certain transactions that contain a derivative that is embedded in the product or the transaction, and must be accounted for under Accounting Standards Codification (“ASC”) 815, Derivatives and Hedging (“ASC 815”).

Embedded derivatives are bifurcated from host contracts when the embedded feature is not clearly and closely related to the host and would qualify as a derivative on a standalone basis. Bifurcated embedded derivatives are reported within policy liabilities and measured at fair value, with changes recognized in earnings. See Note 11 for a description of embedded derivatives related to fixed index annuity index credits.

The Company previously entered into distribution arrangements under which it earned level commission payments over time. The related commission receivable includes an embedded lapse risk feature. In accordance with ASC 815, the lapse risk feature is bifurcated and accounted for as a derivative. The derivative is measured at fair value, with changes recognized in earnings.

The Company is party to both bilateral and tri-party agreements with certain derivative instrument counterparties that require the posting of collateral based on the fair value of derivative positions, subject to agreed-upon thresholds. Under bilateral arrangements, cash collateral received is recorded as an asset with a corresponding liability. Under certain tri-party arrangements, collateral is held by a third-party custodian and is not recognized on the Company’s Consolidated Balance Sheets.

 

15


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

1. Nature of Operations, Basis of Presentation and Significant Accounting Policies (continued)

 

Deferred Income Taxes

Deferred income tax assets and liabilities are determined based on differences between the financial reporting and income tax bases of assets and liabilities and are measured using the enacted tax rates and laws. Deferred income tax expense or benefit, reflected in the Company’s Consolidated Statements of Operations as a component of income tax expense or benefit, is based on the changes in deferred income tax assets or liabilities from period to period (excluding unrealized capital gains and losses on securities available for sale). Deferred income tax assets are subject to ongoing evaluation of whether such assets will be realized. The ultimate realization of deferred income tax assets depends on generating future taxable income during the periods in which temporary differences become deductible. The Company records a valuation allowance to reduce its deferred income tax assets to an amount that represents management’s best estimate of the amount of such deferred income tax assets that will more likely than not be realized using the enacted tax rates and laws.

The realization of deferred tax assets related to unrealized losses on available for sale fixed maturity securities is based on the Company’s ability to hold the securities for a period of time sufficient to allow for the recovery of the value.

 

16


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

1. Nature of Operations, Basis of Presentation and Significant Accounting Policies (continued)

 

Deferred Policy Acquisition Costs, Deferred Sales Inducement Costs and Value of Business Acquired

Deferred policy acquisition costs (“DAC”) represents incremental, direct costs incurred to successfully acquire new insurance or annuity contracts. Deferred sales inducement costs (“DSI”) represents amounts credited to policyholders as sales incentives at contract inception that are incremental to amounts credited on similar contracts without such features. Value of business acquired (“VOBA”) represents the fair value of in-force contracts acquired in a business combination and is recorded as an intangible asset.

DAC, DSI, and VOBA related to long-duration contracts are amortized on a constant-level basis over the expected term of the related contracts, generally at a grouped contract level. The amortization period reflects best estimate assumptions regarding contract persistency, including lapses, withdrawals, and mortality. Assumptions are reviewed at least annually and changes in expected contract duration are reflected prospectively.

Certain policyholder transactions, including contract exchanges or modifications, are accounted for as internal replacements. Internal replacements are accounted for as a termination of the original contract and issuance of a new contract, and any associated unamortized DAC or DSI is written off at the time of replacement.

In 2025, the Company performed its annual review of significant assumptions and updated certain assumptions to reflect emerging experience and expectations for future performance. Revisions primarily related to policyholder behavior assumptions, including utilization rates for rider benefits and full surrender rates. The updates were based on recent experience studies, industry data, and refinements to modeling methodologies.

In 2024, the Company performed its annual review of significant assumptions and updated certain assumptions to reflect emerging experience and updated modeling approaches. Revisions primarily related to policyholder behavior assumptions, including surrender patterns and rider utilization, as well as mortality assumptions for certain products. The Company also refined certain modeling methodologies used to project policyholder behavior.

 

17


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

1. Nature of Operations, Basis of Presentation and Significant Accounting Policies (continued)

 

The following table provides the policy count weighted-average durations using the above assumptions over the DAC and DSI amortization period, in years ended December 31:

 

     2025      2024  

Fixed Index Annuity

     5.5        6.1  

Fixed Annuity

     2.6        3.2  

Variable Annuity

     10.2        10.3  
  

 

 

    

 

 

 

Total

     5.4        6.0  

The following table provides the policy count weighted-average durations during the VOBA amortization period, in years ended December 31:

 

     2025      2024  

Fixed Index Annuity

     4.1        4.7  

Fixed Annuity

     2.2        2.4  

Variable Annuity

     8.5        9.1  
  

 

 

    

 

 

 

Total

     6.2        6.8  

Reinsurance Agreements

The Company utilizes reinsurance agreements to manage risks associated with its annuity operations, optimize capital, and manage exposure to large losses. These agreements include coinsurance and coinsurance with funds withheld arrangements.

In the accompanying Consolidated Financial Statements, premiums, benefits, and settlement expenses are reported net of reinsurance ceded. Policy liabilities, including liabilities for future policy benefits, interest sensitive contract liabilities, and market risk benefits (“MRBs”), are reported gross of reinsurance ceded.

 

18


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

1. Nature of Operations, Basis of Presentation and Significant Accounting Policies (continued)

 

Under coinsurance with funds withheld arrangements, the Company transfers all or a portion of the risks and benefits associated with specific policies to reinsurers while retaining the invested assets supporting the ceded reserves on its Consolidated Balance Sheets. The corresponding obligation to the reinsurer is recorded as a funds withheld and held liability and is adjusted for changes in the fair value of the underlying assets in accordance with the terms of the reinsurance agreement.

Reinsurance premiums and benefits are accounted for in a manner consistent with those used in accounting for the original policies issued and the terms of the reinsurance contracts.

Reinsurance recoverables related to liability for future policy benefits, interest sensitive contract liabilities, and MRBs are recorded within Reinsurance recoverable on the Consolidated Balance Sheets.

In accordance with Accounting Standards Update (“ASU”) 2018-12, Targeted Improvements to the Accounting for Long-Duration Contracts (“LDTI”):

 

  •  

Ceded liabilities for Interest sensitive contract liabilities and future policy benefits are measured using assumptions consistent with the underlying direct contracts.

 

  •  

Ceded MRBs are measured at fair value, consistent with the measurement of direct MRBs. Changes in the fair value of ceded MRBs are recognized in earnings, except for the portion attributable to changes in instrument-specific credit risk, which is recorded in OCI.

 

  •  

Certain reinsurance agreements include embedded derivatives, including funds withheld features, that are accounted for under ASC 815. These embedded derivatives are measured at fair value, with changes in fair value recognized in Investment-related gains (losses).

 

19


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

1. Nature of Operations, Basis of Presentation and Significant Accounting Policies (continued)

 

The Company remains liable to policyholders if the reinsurers are unable to meet their contractual obligations under the applicable reinsurance agreements. To minimize its exposure to significant losses from reinsurer insolvencies, the Company evaluates the financial condition of its reinsurers, monitors concentrations of credit risk arising from similar activities or economic characteristics of reinsurers, and requires collateralization of liabilities ceded where allowable by contract.

Other Assets

Property and equipment, including home office real estate, furniture and fixtures, and data processing equipment and certain related systems, are recorded at cost less accumulated depreciation. Computer software includes internally developed software costs that are capitalized when they reach technological feasibility. The provision for depreciation of property and equipment is computed using the straight-line method over the estimated lives of the related assets, which generally range from 3 to 40 years. Property and equipment is reported within Other assets on the Consolidated Balance Sheets.

Goodwill is recognized for the excess of the purchase price over the fair value of identifiable net assets acquired. Goodwill is not amortized, but is reviewed annually for indications of impairment. If the fair value of the reporting unit is lower than the reporting unit’s carrying value, goodwill is written down, and a charge is reported in the Consolidated Statements of Operations. Goodwill is reported within Other assets on the Consolidated Balance Sheets.

 

20


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

1. Nature of Operations, Basis of Presentation and Significant Accounting Policies (continued)

 

Separate Accounts

The Separate account assets and Separate account liabilities reported in the accompanying Consolidated Balance Sheets represent funds that are separately administered for the benefit of contract holders who bear the investment risk. The Separate account assets are carried at fair value, and Separate account liabilities are carried at an equivalent value. Revenues and expenses related to separate account contract holders of the Company are excluded from the amounts reported in the Consolidated Statements of Operations. Investment income and gains or losses arising from separate accounts accrue directly to the contract holders and, therefore, are not included in Net investment income in the accompanying Consolidated Statements of Operations. Revenues from charges on separate account products consist principally of contract maintenance charges, administrative fees, and mortality and expense risk charges.

Interest sensitive contract liabilities and future policy benefits

Interest sensitive contract liabilities are primarily associated with deferred annuities, consisting of fixed, variable, and index annuities, interest-sensitive life insurance, funding agreements, and other investment-type contracts comprised of immediate annuities without significant mortality risk.

Liabilities for interest sensitive life and deferred annuity products, including fixed annuities and the fixed portion of variable and index annuities, represent contract values accumulated with interest without reduction for potential surrender charges. Interest on accumulated contract values is credited to contracts as earned. Interest crediting rates ranged from 1.0% to 6.6%, 1.0% to 6.7%, and 1.0% to 6.9% during each of the years 2025, 2024, and 2023, respectively.

For fixed index annuities, the liability consists of: (i) the host (guaranteed) component, (ii) the embedded derivative component related to index credits, and (iii) any fixed account balance. The host component is established at contract inception and accreted over the life of the contract at a constant effective interest rate. The embedded derivative is measured at fair value using discounted cash flow techniques based on projected excess benefits over minimum guarantees, discounted using observable risk-free interest rates adjusted for the Company’s nonperformance risk. Changes in fair value are recognized in earnings.

 

21


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

1. Nature of Operations, Basis of Presentation and Significant Accounting Policies (continued)

 

Significant assumptions used in the calculation of the index annuity embedded derivative include projected option budget levels, performance of the underlying index, expected policyholder behavior (including lapses and benefit utilization), and discount rates. The discount rate used in valuing the embedded derivative incorporates a provision for nonperformance risk and a margin for uncertainty in projected cash flows.

Liabilities for future policy benefits for traditional life and life-contingent immediate annuity products are measured using a net level premium method.

Assumptions used in measuring the liability for future policy benefits are reviewed at least annually and updated prospectively as necessary. Significant assumptions include mortality, morbidity, lapse, and expense assumptions.

The liability for future policy benefits is discounted using an upper-medium grade (low credit risk) fixed income instrument yield that maximizes the use of observable market inputs. The discount rate is based on a U.S. corporate bond yield curve for instruments rated A (or equivalent), derived from observable market data. The Company utilizes a published market yield curve and converts the curve to forward rates for use in discounting projected cash flows. The yield curve is locked in at contract issuance for each issue-year cohort and is updated at each reporting date using current observable market yields. For durations beyond the last observable tenor, the Company holds the last observable rate constant. The difference between the liability measured using the locked-in discount rate and the liability measured using the current discount rate is recognized in AOCI.

 

22


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

1. Nature of Operations, Basis of Presentation and Significant Accounting Policies (continued)

 

Market risk benefits

MRBs represent contract features that provide protection to the policyholder from capital market risk and expose the Company to other-than-nominal market risk. MRBs are measured at fair value at the contract level and may be recorded as either a liability or an asset and are included in Market risk benefits or Other assets, respectively, on the Consolidated Balance Sheets.

The fair value of an MRB represents the present value of projected excess benefits over the present value of attributed fees. Excess benefits represent projected benefits payable to the policyholder in excess of the contract account balance, as applicable. Attributed fees represent the portion of total contract fees allocated to the MRB based on its relative fair value at contract inception.

Changes in the fair value of MRBs are recognized in earnings within Market risk benefits measurement (gains) losses on the Consolidated Statements of Operations, excluding amounts attributable to changes in instrument-specific credit risk, which are recognized in OCI on the Consolidated Statements of Comprehensive Income. MRBs are measured gross of reinsurance. Ceded MRBs are measured at fair value and recorded within Reinsurance recoverable.

The Company’s annuity products, including FIAs and VAs, include certain guarantees that meet the definition of MRBs under ASC 944, Financial Services—Insurance. These guarantees include guaranteed minimum death benefits (“GMDB”), guaranteed lifetime withdrawal benefits (“GLWB”), guaranteed minimum accumulation benefits (“GMAB”), guaranteed minimum income benefits (“GMIB”), and certain rider charge refund features.

 

23


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

1. Nature of Operations, Basis of Presentation and Significant Accounting Policies (continued)

 

MRBs are distinct from embedded derivatives related to FIA index-crediting features, which are accounted for under ASC 815.

Multiple MRB features on a single contract are treated as a single compound MRB for measurement purposes. At contract inception, the Company determines the total fees and assessments collectible from the policyholder and attributes a portion of those fees to the MRB based on the relative fair value of the guarantee. Attributed fees are included in the valuation of the MRB and are not permitted to exceed total explicit fees collectible from the policyholder.

If the present value of projected excess benefits exceeds the present value of attributed fees at contract inception, a corresponding asset is recognized and amortized using the same methodology and assumptions applied to DAC, consistent with the amortization framework described in Note 6.

Upon annuitization or extinguishment of the underlying account balance, the related MRB is derecognized, including amounts recorded in AOCI.

The determination of fair value requires the use of significant actuarial and capital market assumptions in projecting excess benefits over attributed fees. Judgment is required in developing both economic and policyholder behavior assumptions.

Economic assumptions include interest rates and implied volatilities throughout the duration of the liability. For index annuities, assumptions include projected equity returns, implied volatilities, and other market inputs that affect projected MRB cash flows (including benefits in excess of the account balance and attributed fees). Expected index credits and projected equity option costs are considered to the extent they impact projected account values and MRB utilization. Policyholder behavior assumptions, including lapses, withdrawals, mortality, and benefit utilization, are also incorporated into the valuation and significantly affect projected cash flows.

 

24


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

1. Nature of Operations, Basis of Presentation and Significant Accounting Policies (continued)

 

All inputs are used to project excess benefits and fees over a range of risk-neutral, stochastic interest rate scenarios. For index annuities, stochastic equity return scenarios are also incorporated. The discount rate includes a provision for nonperformance risk, reflecting the Company’s own credit spread.

Recognition of Revenues

Interest income and dividends, recorded in Net investment income, are recognized when earned. Amortization of premiums and accretion of discounts on investments in fixed maturity securities are reflected in Net investment income over the contractual terms of the investments in a manner that produces an effective yield. For structured securities, included in the fixed maturity available for sale securities portfolios, the amortization/accretion of premiums and discounts incorporate prepayment assumptions to produce a constant yield over the expected life of the security. When actual prepayments differ significantly from originally anticipated prepayments, the accretable yield is recalculated to reflect actual payments to date plus anticipated future payments. For securities, purchased or retained, that represent beneficial interests in structured securities other than high credit quality securities, the accretable yield is adjusted using the prospective method when there is a change in estimated future cash flows. For high credit quality securities, the accretable yield is adjusted using the retrospective method. Any adjustments resulting from changes in effective yield are reflected in Net investment income.

 

25


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

1. Nature of Operations, Basis of Presentation and Significant Accounting Policies (continued)

 

Revenues from Contracts with Customers

The Company has two revenue streams that are recognized in accordance with ASC 606, Revenue from Contracts with Customers: distribution revenue and shareholder administrative service revenue.

Distribution Revenue

SD enters into distribution and underwriting arrangements with various unaffiliated mutual fund companies. The Company primarily receives distribution fees paid by the fund over time. The performance obligation is the sale of securities to investors, which is fulfilled on the trade date. Amounts owed to the Company under the arrangements are primarily dependent on the value of the shares at future points in time, as well as the length of time the investor remains in the fund, both of which are highly susceptible to factors outside of the Company’s influence. These fee payments cannot be finalized until the market value of the fund and investor activity is known, which are usually at month end or quarter end. Distribution revenue for the years ended December 31, 2025, 2024 and 2023 amounted to $24.3 million, $23.2 million, and $20.4 million, respectively, and is included in the Consolidated Statements of Operations in Asset-based and administrative fees.

Shareholder Administrative Service Revenue

SBLIC enters into agreements with unaffiliated investment vehicles for the provision of services such as sub-transfer agency, record keeping and various shareholder administrative services. Management does not consider these to be a series of distinct services, but as a single performance obligation, because they are not separable and not distinct within the context of the contract and are highly interrelated. They have the same pattern of transfer (i.e., transfer to customers over time) and use the same method to measure progress (i.e., time based measure of progress). The Company

 

26


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

1. Nature of Operations, Basis of Presentation and Significant Accounting Policies (continued)

 

primarily receives fees paid by the fund or its affiliates over time. The performance obligation is the completion of those services. Amounts owed to the Company under the arrangements are dependent on the value of the shares at future points in time, which are highly susceptible to factors outside of the Company’s influence. These fee payments cannot be finalized until the market value of the fund is known, which are usually monthly or quarterly. Service fee revenue for the years ended December 31, 2025, 2024, and 2023 amounted to $9.3 million, $9.4 million, and $8.8 million, respectively, and is included in the Consolidated Statements of Operations in Asset-based and administrative fees.

The Company evaluates the need for a credit loss allowance for accounts receivable that it believes will not be collected in full. There was no allowance for credit losses at December 31, 2025 or 2024.

Reclassifications

During the year ended December 31, 2025, the Company made certain reclassifications to improve the clarity and consistency of presentation on the Consolidated Balance Sheets and Consolidated Statements of Operations.

Consolidated Balance Sheets

Reclassifications include:

 

  i.

derivative amounts previously reported within Other invested assets were combined with amounts previously presented as Call options into a new line item titled Derivative assets;

 

  ii.

the separate line items for Deferred policy acquisition costs, Deferred sales inducement costs, and Value of business acquired were combined into a single line item titled Deferred policy acquisition costs, deferred sales inducement costs and value of business acquired;

 

27


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

1. Nature of Operations, Basis of Presentation and Significant Accounting Policies (continued)

 

  iii.

the separate line items for Accounts receivable, Property and equipment, net, and Goodwill were aggregated into Other assets;

 

  iv.

Policy reserves and annuity account values were renamed Interest sensitive contract liabilities and future policy benefits; and

 

  v.

Surplus notes were renamed Debt.

Consolidated Statements of Operations

Reclassifications include:

 

  i.

Change in fair value of options, futures and swaps was included within Investment-related gains (losses); and

 

  ii.

the separate line items for Index credits and interest credited to account balances and Change in fixed annuity embedded derivative and related benefits were combined into a single line item titled Interest sensitive contract and future policy benefits.

Prior-period amounts have been reclassified to conform to the current-period presentation. These reclassifications had no effect on previously reported total assets, total liabilities, stockholder’s equity, net income, comprehensive income, or cash flows.

 

28


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

1. Nature of Operations, Basis of Presentation and Significant Accounting Policies (continued)

 

Adoption of New Accounting Pronouncements

The following table provides a description of the adoption of new accounting standards:

 

Standard

 

Description of

Requirements

 

Effective date and method

of adoption

   Effect on the financial statements
or other significant matters
ASU 2018-12, Targeted Improvements to the Accounting for Long-Duration Contracts (LDTI)   Amends the accounting and disclosure requirements for long-duration insurance contracts. Key changes include: (i) annual review and updating of assumptions for liabilities for future policy benefits and updating discount rates each reporting period, with discount rate changes recognized in other comprehensive income; (ii) measurement of market risk benefits at fair value, with changes in instrument-specific credit risk recognized in other comprehensive income; (iii) amortization of DAC, DSI, and VOBA on a constant-level basis over the expected term of contracts; and (iv) expanded rollforward and assumption disclosures.   Effective January 1, 2025, with a transition date of January 1, 2023. The Company applied a modified retrospective approach for liabilities for future policy benefits and DAC, DSI, and VOBA and a full retrospective approach for market risk benefits, as required.    Adoption resulted in a
cumulative increase to
stockholder’s equity of
$686.1 million as of
January 1, 2023. See Note 2
for additional information
regarding the impact of
adoption.

 

29


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

1. Nature of Operations, Basis of Presentation and Significant Accounting Policies (continued)

 

See Note 2 for the effects of LDTI adoption on our 2023 Consolidated Financial Statements.

Future Adoption of Accounting Pronouncements

The following table provides a description of future adoptions of other new accounting standards that may have an impact on the Consolidated Financial Statements when adopted:

 

Standard

  

Description of

Requirements

  

Effective date and method

of adoption

  

Effect on the financial statements
or other significant matters

ASU 2025-09, Hedge Accounting Improvements    Provides various targeted hedge accounting improvements with the goal of more closely aligning hedge accounting with the economics of an entity’s risk management activities.    January 1, 2028, including interim periods, with early adoption permitted. The amendments apply prospectively to all hedging relationships.    The Company is in the process of determining the impact of adopting the provisions of ASU 2025-09.
ASU 2025-08, Financial Instruments—Credit Losses: Purchased Loans    Requires purchased seasoned loans—defined as non-PCD loans (excluding credit cards) acquired 90+ days after origination when the acquirer was not involved in origination, as well as all non-PCD loans acquired in a business combination—be accounted for using the gross-up approach.    January 1, 2027, including interim periods, with early adoption permitted. The amendments apply prospectively to loans acquired after the effective date.    The Company is in the process of determining the impact of adopting the provisions of ASU 2025-08.

 

30


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

1. Nature of Operations, Basis of Presentation and Significant Accounting Policies (continued)

 

ASU 2025-07, Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract    Expands the non-exchange-traded contract scope exception to exclude contracts with certain underlyings based on operations or activities specific to one party. The ASU clarifies that the scope of ASC Topic 606 includes share-based noncash consideration from a customer until the right to receive or retain such consideration becomes unconditional.    January 1, 2027, including interim periods, with early adoption permitted. The amendments may be applied prospectively to new contracts or on a modified retrospective basis.    The Company does not expect ASU 2025-07 to have material impact on the Company’s financial condition, results of operations, or cash flows.
ASU 2025-06, Targeted Improvements to Accounting for Internal-Use Software    Simplifies accounting for internal-use software by eliminating references to specific development project stages and clarifies the threshold entities should apply to begin capitalizing costs.    January 1, 2028, including interim periods, with early adoption permitted. The amendments may be applied prospectively, retrospectively, or utilizing a modified transition approach.    The Company is in the process of determining the impact of adopting the provisions of ASU 2025-06.
ASU 2023-09, Improvements to Income Tax Disclosures    Requires entities to disclose additional information around the effective tax rate reconciliation and income taxes paid.    January 1, 2026 with early adoption permitted. The amendments should be applied on a prospective basis. Retrospective application is permitted.    The Company does not expect ASU 2023-09 to have material impact on the Company’s financial condition, results of operations, or cash flows.

 

31


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

2. Adoption of Accounting Pronouncement

The following schedules provide the transition disclosures and effect of our LDTI adoption on the 2023 and 2024 Consolidated Financial Statements. See Note 11 for further disclosures.

The new guidance is only applicable to the measurements of our long-duration insurance liabilities and related reinsurance recoverables under US GAAP and does not affect the accounting for our insurance reserves or the levels of capital and surplus under statutory accounting practices.

The following table summarizes changes to Interest sensitive contract liabilities and future policy benefits as of the adoption date:

 

     Index
annuities
    Fixed
annuities
     Variable
annuities
    Life-
Contingent
Payout
annuities
    Life     Other(1)      Total  
     (in thousands)  

Balance as of December 31, 2022

   $ 26,352,667     $ 7,328,533      $ 2,015,038     $ 120,315     $ 547,591     $ 1,885,005      $ 38,249,149  

Adjustment for transition impact

     —        —         —        3,615       (45,132 )      1,320        (40,197 ) 

Change in discount rate assumptions

     —        —         —        (1,798 )      2,586       —         788  

Adjustment for removal of effect of unrealized losses

     329,585       —         6,400       —        —        —         335,985  

Adjustment for removal of balances related to market risk benefits

     (2,844,988 )      —         (32,453 )      —        —        —         (2,877,441 ) 
  

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

Adjusted balance as of January 1, 2023

   $ 23,837,264     $ 7,328,533      $ 1,988,985     $ 122,132     $ 505,045     $ 1,886,325      $ 35,668,284  
  

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

 

(1) 

Other primarily consist of funding agreements, group fixed account, non-life contingent payout annuities, as well as reserves for our other lines of business.

The following table presents the net liability position of Market risk benefits as of the adoption date:

 

     Index
annuities
     Variable
annuities
     Total  
     (in thousands)  

Balance as of December 31, 2022

   $ —       $ —       $ —   

Adjustment for addition of existing balances(1)

     1,792,040        74,894        1,866,934  

Adjustment for change in instrument-specific credit risk

     (457,221 )       (7,532 )       (464,753 ) 
  

 

 

    

 

 

    

 

 

 

Adjusted balance as of January 1, 2023

   $ 1,334,819      $ 67,362      $ 1,402,181  
  

 

 

    

 

 

    

 

 

 

 

(1)

Previously recorded within Interest sensitive contract liabilities and future policy benefits on the Consolidated Balance Sheets.

 

32


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

2. Adoption of Accounting Pronouncement (continued)

 

The following table represents Market risk benefits by asset and liability positions as of the adoption date:

 

     Asset(1)      Liability      Net liability  
     (in thousands)  

Index annuities

   $ 57,119      $ 1,391,938      $ 1,334,819  

Variable annuities

     2,167        69,529        67,362  
  

 

 

    

 

 

    

 

 

 

Adjusted balance as of January 1, 2023

   $ 59,286      $ 1,461,467      $ 1,402,181  
  

 

 

    

 

 

    

 

 

 

 

(1)

Included in Other assets on the Consolidated Balance Sheets.

 

33


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

2. Adoption of Accounting Pronouncement (continued)

 

The following table summarizes the change in DAC, DSI, and VOBA as of the adoption date:

 

     Index
annuities
    Fixed
annuities
    Variable
annuities
    Life      Other      Total  
     (in thousands)  

DAC Balance as of December 31, 2022

   $ 1,159,539     $ 98,078     $ 40,859     $ —       $ 2,775      $ 1,301,251  

Removal of effect of unrealized gains adjustment

     (170,454 )      (55,504 )      (15,353 )      —         —         (241,311 ) 
  

 

 

   

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Adjusted DAC balance as of January 1, 2023

   $ 989,085     $ 42,574     $ 25,506     $ —       $ 2,775      $ 1,059,940  
  

 

 

   

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

DSI Balance as of December 31, 2022

   $ 384,401     $ 306     $ 873     $ —       $ —       $ 385,580  

Removal of effect of unrealized gains adjustment

     (48,668 )      (277 )      (106 )      —         —         (49,051 ) 
  

 

 

   

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Adjusted DSI balance as of January 1, 2023

   $ 335,733     $ 29     $ 767     $ —       $ —       $ 336,529  
  

 

 

   

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

VOBA Balance as of December 31, 2022

   $ 1,049,964     $ 40,499     $ 33,028     $ 44,821      $ —       $ 1,168,312  

Removal of effect of unrealized gains adjustment

     (107,346 )      (20,760 )      (3,106 )      —         —         (131,212 ) 

Fair value adjustment of market risk benefits

     118,719       —        36,262       —         —         154,981  
  

 

 

   

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

Adjusted VOBA balance as of January 1, 2023

   $ 1,061,337     $ 19,739     $ 66,184     $ 44,821      $ —       $ 1,192,081  
  

 

 

   

 

 

   

 

 

   

 

 

    

 

 

    

 

 

 

The following table summarizes the change in Reinsurance recoverable as of the adoption date:

 

     Total  
     (in thousands)  

Balance as of December 31, 2022

   $ 7,481,844  

Adjustment for transition impact

     (43,633 ) 
  

 

 

 

Adjusted balance as of January 1, 2023

   $ 7,438,211  
  

 

 

 

 

34


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

2. Adoption of Accounting Pronouncement (continued)

 

The following table summarizes the change in Deferred income tax liability and Total stockholder’s equity as of the adoption date:

 

     Amount  
     (in thousands)  

Impact of LDTI adjustments:

  

Reinsurance recoverable

   $ (43,633 ) 

Deferred policy acquisition costs, deferred sales inducement costs and value of business acquired

     (266,593 ) 

Other assets

     59,286  

Interest sensitive contract liabilities and future policy benefits

     2,580,865  

Market risk benefits

     (1,461,467 ) 
  

 

 

 

Subtotal

     868,458  

Tax rate

     21 % 

Deferred income tax liability

     182,378  
  

 

 

 

Total stockholder’s equity

   $ 686,080  
  

 

 

 

The following represents the effects of LDTI adoption on the applicable financial statement line items in our Consolidated Balance Sheets:

 

     December 31, 2023  
     Reported      Adoption      Adjusted  
     (in thousands)  

Assets

        

Reinsurance recoverable

   $ 9,358,717      $ (25,835 )     $ 9,332,882  

Deferred income tax asset

     99,757        (99,757 )       —   

Deferred acquisition costs, deferred sales inducements and value of business acquired

     2,810,852        10,074        2,820,926  

Other assets

     733,144        40,844        773,988  
  

 

 

    

 

 

    

 

 

 

Total assets

   $ 65,904,731      $ 25,083      $ 65,929,814  
  

 

 

    

 

 

    

 

 

 

Liabilities and stockholder’s equity

        

Liabilities:

        

Interest sensitive contract and future policy benefits

   $ 41,794,451      $ (3,181,435 )     $ 38,613,016  

Market risk benefits

     —         2,358,269        2,358,269  

Deferred income tax liability

     —         78,375        78,375  
  

 

 

    

 

 

    

 

 

 

Total liabilities

     57,864,069        (645,034 )       57,219,035  
  

 

 

    

 

 

    

 

 

 

Stockholder’s equity:

        

Accumulated other comprehensive loss

     (230,289 )       (15,583 )       (245,872 ) 

Retained earnings

     3,869,844        685,700        4,555,544  
  

 

 

    

 

 

    

 

 

 

Total SBLIC stockholder’s equity

     8,040,662        670,117        8,710,779  
  

 

 

    

 

 

    

 

 

 

Total stockholder’s equity

     8,040,662        670,117        8,710,779  
  

 

 

    

 

 

    

 

 

 

Total liabilities and stockholder’s equity

   $ 65,904,731      $ 25,083      $ 65,929,814  
  

 

 

    

 

 

    

 

 

 

 

35


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

2. Adoption of Accounting Pronouncement (continued)

 

     As of December 31, 2024  
     Reported      Adoption      Adjusted  
     (in thousands)  

Assets

        

Reinsurance recoverable

   $ 10,747,003      $ (64,580 )     $ 10,682,423  

Deferred income tax asset

     207,425        (207,425 )       —   

Deferred acquisition costs, deferred sales inducements and value of business acquired

     2,737,652        351,914        3,089,566  

Other assets

     676,274        37,359        713,633  
  

 

 

    

 

 

    

 

 

 

Total assets

   $ 71,091,343      $ 117,268      $ 71,208,611  
  

 

 

    

 

 

    

 

 

 

Liabilities and Equity

        

Liabilities:

        

Interest sensitive contract liabilities and future policy benefits

   $ 44,731,093      $ (3,834,017 )     $ 40,897,076  

Market risk benefits

     —         3,022,203        3,022,203  

Deferred income tax liability

     —         31,242        31,242  
  

 

 

    

 

 

    

 

 

 

Total liabilities

     62,896,798        (780,572 )       62,116,226  
  

 

 

    

 

 

    

 

 

 

Stockholder’s equity

        

Accumulated other comprehensive (loss) income

     (127,469 )       60,236        (67,233 ) 

Retained earnings

     3,814,678        837,605        4,652,283  
  

 

 

    

 

 

    

 

 

 

Total SBLIC stockholder’s equity

     8,088,316        897,841        8,986,157  
  

 

 

    

 

 

    

 

 

 

Total stockholder’s equity

     8,194,544        897,841        9,092,385  
  

 

 

    

 

 

    

 

 

 

Total liabilities and stockholder’s equity

   $ 71,091,342      $ 117,269      $ 71,208,611  
  

 

 

    

 

 

    

 

 

 

 

36


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

2. Adoption of Accounting Pronouncement (continued)

 

The following represents the effects of LDTI adoption on the applicable financial statement lines of our Consolidated Statements of Operations:

 

     Year Ended December 31, 2023  
     Reported      Adoption      Adjusted  
     (in thousands)  

Revenues

        
  

 

 

    

 

 

    

 

 

 

Total revenues

   $ 3,238,142      $ —       $ 3,238,142  
  

 

 

    

 

 

    

 

 

 

Benefits and expenses

        

Interest sensitive contract and future policy benefits

     963,926        6,862        970,788  

Market risk benefits remeasurement losses

     —         775,456        775,456  

Other benefits

     468,916        (409,614 )       59,302  
  

 

 

    

 

 

    

 

 

 

Total benefits

     1,432,842        372,704        1,805,546  

Other operating expenses

     396,857        (6,862 )       389,995  

Amortization of deferred acquisition costs, deferred sales inducements and value of business acquired

     390,073        (71,951 )       318,122  

Interest expense

     158,168        —         158,168  
  

 

 

    

 

 

    

 

 

 

Total benefits and expenses

     2,377,940        293,891        2,671,831  
  

 

 

    

 

 

    

 

 

 

Income (loss) before income taxes

     860,202        (293,891 )       566,311  

Income tax expense (benefit)

     173,330        (61,572 )       111,758  
  

 

 

    

 

 

    

 

 

 

Net income (loss)

     686,872        (232,319 )       454,553  
  

 

 

    

 

 

    

 

 

 

Net income attributable to SBLIC

   $ 686,872      $ (232,319 )     $ 454,553  
  

 

 

    

 

 

    

 

 

 

 

37


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

2. Adoption of Accounting Pronouncement (continued)

 

     Year Ended December 31, 2024  
     Reported      Adoption      Adjusted  
     (in thousands)  

Revenues

        
  

 

 

    

 

 

    

 

 

 

Total revenues

   $ 3,889,643      $ —       $ 3,889,643  
  

 

 

    

 

 

    

 

 

 

Benefits and expenses

        

Market risk benefits remeasurement (gains) losses

     —         484,503        484,503  

Other benefits

     666,906        (506,201 )       160,705  
  

 

 

    

 

 

    

 

 

 

Total benefits

     1,713,678        (21,698 )       1,691,980  

Amortization of deferred acquisition costs, deferred sales inducements and value of business acquired

     522,411        (170,588 )       351,823  

Interest expense

     212,025        —         212,025  
  

 

 

    

 

 

    

 

 

 

Total benefits and expenses

     2,879,282        (192,286 )       2,686,996  
  

 

 

    

 

 

    

 

 

 

Income (loss) before income taxes

     1,010,361        192,286        1,202,647  

Income tax expense (benefit)

     207,455        40,381        247,836  
  

 

 

    

 

 

    

 

 

 

Net income (loss)

     802,906        151,905        954,811  
  

 

 

    

 

 

    

 

 

 

Net income attributable to SBLIC

   $ 799,834      $ 151,905      $ 951,739  
  

 

 

    

 

 

    

 

 

 

The following represents the effects of LDTI adoption on the applicable financial statement lines of our Consolidated Statements of Comprehensive Income:

 

     Year Ended December 31, 2023  
     Reported      Adoption      Adjusted  
     (in thousands)  

Net income (loss)

   $ 686,872      $ (232,319 )     $ 454,553  

Other comprehensive income (loss), net of tax:

        

Net unrealized gains (losses) on investments and hedging instruments

     1,002,838        163        1,003,001  

Deferred policy acquisition costs, value of business acquired and deferred sales inducement costs

     (161,726 )       161,726        —   

Policy reserves and annuity account values

     (169,047 )       169,047        —   

Remeasurement gains (losses) on future policy benefits related to discount rate

     —         (4,132 )       (4,132 ) 

Remeasurement gains (losses) on market risk benefits related to credit risk

     —         (110,449 )       (110,449 ) 
  

 

 

    

 

 

    

 

 

 

Total other comprehensive income (loss), net of tax

     672,065        216,355        888,420  
  

 

 

    

 

 

    

 

 

 

Comprehensive income (loss)

     1,358,937        (15,964 )       1,342,973  

Less: Comprehensive income (loss) attributable to noncontrolling interest

     —         —         —   
  

 

 

    

 

 

    

 

 

 

Comprehensive income (loss) attributable to SBLIC

   $ 1,358,937      $ (15,964 )     $ 1,342,973  
  

 

 

    

 

 

    

 

 

 

 

38


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

2. Adoption of Accounting Pronouncement (continued)

 

     Year Ended December 31, 2024  
     Reported      Adoption      Adjusted  
     (in thousands)  

Net income (loss)

   $ 802,906      $ 151,905      $ 954,811  

Other comprehensive income (loss), net of tax:

        

Net unrealized gains (losses) on investments and hedging instruments

     318,272        —         318,272  

Deferred policy acquisition costs, value of business acquired and deferred sales inducement costs

     (135,288 )       135,288        —   

Policy reserves and annuity account values

     (80,164 )       80,164        —   

Remeasurement gains (losses) on future policy benefits related to discount rate

     —         4,871        4,871  

Remeasurement gains (losses) on market risk benefits related to credit risk

     —         (144,504 )       (144,504 ) 
  

 

 

    

 

 

    

 

 

 

Total other comprehensive income (loss), net of tax

     102,820        75,819        178,639  
  

 

 

    

 

 

    

 

 

 

Comprehensive income (loss)

     905,726        227,724        1,133,450  

Less: Comprehensive income (loss) attributable to noncontrolling interest

     3,072        —         3,072  
  

 

 

    

 

 

    

 

 

 

Comprehensive income (loss) attributable to SBLIC

   $ 902,654      $ 227,724      $ 1,130,378  
  

 

 

    

 

 

    

 

 

 

We made corresponding adjustments to the Consolidated Statements of Stockholder’s Equity for the relevant periods to reflect the changes to comprehensive income, as presented above.

The following represents the effects of LDTI adoption on the applicable financial statement lines of our Consolidated Statements of Cash Flows:

 

39


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

2. Adoption of Accounting Pronouncement (continued)

 

     Year Ended December 31, 2023  
     Reported      Adoption      Adjusted  
     (in thousands)  

Net income (loss)

   $ 686,872      $ (232,319 )     $ 454,553  

Adjustments to reconcile net income (loss) to net cash and cash equivalents provided by (used in) operating activities:

        

Amortization of deferred policy acquisition costs, deferred sales inducement costs, and value of business acquired

     390,073        (71,951 )       318,122  

Market risk benefits measurements (gains) losses

     —         775,456        775,456  

Changes in operating assets and liabilities:

        

Deferred income taxes

     (135,938 )       (61,572 )       (197,510 ) 

Interest sensitive contract liabilities and future policy benefits

     423,126        (423,126 )       —   

Other changes in operating assets and liabilities

     133,570        13,512        147,082  
  

 

 

    

 

 

    

 

 

 

Net cash provided by operating activities

     3,256,484        —         3,256,484  

Net cash used in investing activities

     (3,194,037 )       —         (3,194,037 ) 

Net cash provided by financing activities

     214,279        —         214,279  
  

 

 

    

 

 

    

 

 

 

Increase (decrease) in cash and cash equivalents

     276,726        —         276,726  

Cash and cash equivalents at beginning of period

     1,276,213        —         1,276,213  
  

 

 

    

 

 

    

 

 

 

Cash and cash equivalents at end of period

   $ 1,552,939      $ —       $ 1,552,939  
  

 

 

    

 

 

    

 

 

 

 

     Year Ended December 31, 2024  
     Reported      Adoption      Adjusted  
     (in thousands)  

Net income (loss)

   $ 802,906      $ 151,905      $ 954,811  

Adjustments to reconcile net income (loss) to net cash and cash equivalents provided by (used in) operating activities:

        

Amortization of deferred policy acquisition costs,deferred sales inducement costs, and value of business acquired

     522,411        (170,588 )       351,823  

Market risk benefits measurements (gains) losses

     —         484,503        484,503  

Changes in operating assets and liabilities:

        

Deferred income taxes

     (135,001 )       40,381        (94,620 ) 

Interest sensitive contract liabilities and future policy benefits

     532,356        (532,356 )       —   

Other changes in operating assets and liabilities

     140,545        26,155        166,700  
  

 

 

    

 

 

    

 

 

 

Net cash provided by operating activities

     2,829,695        —         2,829,695  

Net cash used in investing activities

     894,847        —         894,847  

Net cash provided by financing activities

     (1,461,698 )       —         (1,461,698 ) 
  

 

 

    

 

 

    

 

 

 

Increase (decrease) in cash and cash equivalents

     2,262,844        —         2,262,844  

Cash and cash equivalents at beginning of period

     1,552,939        —         1,552,939  
  

 

 

    

 

 

    

 

 

 

Cash and cash equivalents at end of period

   $ 3,815,783        —       $ 3,815,783  
  

 

 

    

 

 

    

 

 

 

 

40


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

3. Investments

Fixed Maturity Investments and Equity Securities

Information as to the amortized cost, allowance for credit losses, gross unrealized gains and losses, and fair values, of the Company’s portfolio of Fixed maturity investments, available for sale, is presented below.

 

     December 31, 2025  
     Cost/      Allowance     Gross      Gross        
     Amortized      for Credit     Unrealized      Unrealized     Fair  
     Cost      Losses     Gains      Losses     Value  
     (in thousands)  

Fixed maturity investments:

            

U.S. Treasury securities and other U.S. government corporations and agencies

   $ 282,127      $ —      $ 5,674      $ (282 )    $ 287,519  

Obligations of government-sponsored enterprises

     820,280        —        20,194        (7,880 )      832,594  

Corporate

     24,372,142        (46,472 )      307,245        (199,222 )      24,433,693  

Municipal obligations

     324,909        —        6,656        (574 )      330,991  

Commercial mortgage-backed

     154,042        —        2,940        (3,627 )      153,355  

Residential mortgage-backed

     12,616        —        72        (916 )      11,772  

Collateralized debt obligations

     4,103        —        442        (108 )      4,437  

Collateralized loan obligations

     8,534,458        —        69,100        (41,849 )      8,561,709  

Redeemable preferred stock

     39,475        —        6,498        —        45,973  

Other asset backed

     5,339,147        —        44,156        (41,023 )      5,342,280  
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

Total fixed maturity investments

   $ 39,883,299      $ (46,472 )    $ 462,977      $ (295,481 )    $ 40,004,323  

Less: pledged securities

     56,538        —        3,168        —        59,706  
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

Total fixed maturities, available for sale

   $ 39,826,761      $ (46,472 )    $ 459,809      $ (295,481 )    $ 39,944,617  
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

 

41


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

3. Investments (continued)

 

     December 31, 2024  
     Cost/      Allowance     Gross      Gross        
     Amortized      for Credit     Unrealized      Unrealized     Fair  
     Cost      Losses     Gains      Losses     Value  
     (in thousands)  

Fixed maturity investments:

            

U.S. Treasury securities and other U.S. government corporations and agencies

   $ 7,181      $ —      $ —       $ (166 )    $ 7,015  

Obligations of government-sponsored enterprises

     671,551        —        2,813        (14,893 )      659,471  

Corporate

     23,327,671        (46,472 )      149,347        (412,516 )      23,018,030  

Municipal obligations

     15,480        —        99        (358 )      15,221  

Commercial mortgage-backed

     46,470        —        1,867        (4,776 )      43,561  

Residential mortgage-backed

     22,340        —        130        (1,300 )      21,170  

Collateralized debt obligations

     3,995        —        1,116        —        5,111  

Collateralized loan obligations

     11,014,312        —        133,920        (102,966 )      11,045,266  

Redeemable preferred stock

     27,862        —        —         —        27,862  

Other asset backed

     2,093,852        —        4,348        (28,067 )      2,070,133  
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

Total fixed maturity investments

   $ 37,230,714      $ (46,472 )    $ 293,640      $ (565,042 )    $ 36,912,840  
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

The amortized cost and fair value of Fixed maturity investments, available for sale, including pledged securities, at December 31, 2025, by contractual maturity, are shown below. Expected maturities may differ from contractual maturities because lenders may have the right to call and borrowers may have the right to prepay obligations with or without penalties.

 

     Available for sale, including
pledged securities
 
     Amortized      Fair  
     Cost      Value  
     (in thousands)  

Due one year or less

   $ 2,769,712      $ 2,787,866  

Due after one year through five years

     17,259,117        17,298,450  

Due after five years through ten years

     2,251,056        2,201,831  

Due after ten years

     2,698,410        2,764,055  

Structured securities with variable principal payments

     14,905,004        14,952,121  
  

 

 

    

 

 

 

Total, including pledged securities (1)

   $ 39,883,299      $ 40,004,323  
  

 

 

    

 

 

 

 

(1)

Pledged securities accounted for $56.5 million and $59.7 million of total amortized cost and fair value, respectively, as of December 31, 2025.

 

42


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

3. Investments (continued)

 

For fixed maturity investments classified as available for sale with unrealized losses, for which an allowance for credit loss has not been recorded, as of December 31, 2025 and 2024, the gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, are summarized as follows:

 

     December 31, 2025  
     Less Than 12 Months     Greater Than or Equal     Total  
    to 12 Months  
     Fair Value      Gross
Unrealized
Losses
    Fair Value      Gross
Unrealized
Losses
    Fair Value      Gross
Unrealized
Losses
 
     (in thousands)  

Fixed maturity investments, available for sale:

               

U.S. Treasury securities and other U.S. government corporations and agencies

   $ 48,822      $ (217 )    $ 2,121      $ (65 )    $ 50,943      $ (282 ) 

Obligations of government-sponsored enterprises

     1,115        (2 )      90,819        (7,878 )      91,934        (7,880 ) 

Corporate

     1,739,362        (44,817 )      1,503,996        (154,406 )      3,243,358        (199,223 ) 

Municipal obligations

     83,909        (417 )      811        (157 )      84,720        (574 ) 

Commercial mortgage-backed

     34,428        (320 )      24,228        (3,307 )      58,656        (3,627 ) 

Residential mortgage-backed

     387        —        5,023        (915 )      5,410        (915 ) 

Collateralized debt obligations

     2        (108 )      —         —        2        (108 ) 

Collateralized loan obligations

     1,058,359        (14,781 )      246,434        (27,068 )      1,304,793        (41,849 ) 

Other asset backed

     285,740        (1,803 )      316,778        (39,220 )      602,518        (41,023 ) 
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Total fixed maturity investments, available for sale

   $ 3,252,124      $ (62,465 )    $ 2,190,210      $ (233,016 )    $ 5,442,334      $ (295,481 ) 
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Number of securities investment grade with unrealized losses

 

     251          486          737  

Percent investment grade with unrealized losses

 

     76 %         89 %         84 % 

Number of securities below investment grade with unrealized losses

 

     39          34          73  

Percent below investment grade with unrealized losses

 

     12 %         6 %         8 % 

Number of securities not rated with unrealized losses

 

     39          29          68  

Percent not rated with unrealized losses

 

     12 %         5 %         8 % 

Number of securities with unrealized losses

 

     329          549          878  

 

43


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

3. Investments (continued)

 

     December 31, 2024  
     Less Than 12 Months     Greater Than or Equal     Total  
    to 12 Months  
     Fair Value      Gross
Unrealized
Losses
    Fair Value      Gross
Unrealized
Losses
    Fair Value      Gross
Unrealized
Losses
 
     (in thousands)  

Fixed maturity investments, available for sale:

               

U.S. Treasury securities and other U.S. government corporations and agencies

   $ 1,138      $ (48 )    $ 5,877      $ (118 )    $ 7,015      $ (166 ) 

Obligations of government-sponsored enterprises

     246,924        (1,943 )      97,766        (12,950 )      344,690        (14,893 ) 

Corporate

     7,614,329        (194,117 )      2,509,033        (218,399 )      10,123,362        (412,516 ) 

Municipal obligations

     10,741        (85 )      3,763        (273 )      14,504        (358 ) 

Commercial mortgage-backed

     4,252        (156 )      24,560        (4,620 )      28,812        (4,776 ) 

Residential mortgage-backed

     1,369        (8 )      7,990        (1,292 )      9,359        (1,300 ) 

Collateralized loan obligations

     606,296        (13,417 )      854,377        (89,549 )      1,460,673        (102,966 ) 

Other asset backed

     437,165        (3,499 )      609,978        (24,568 )      1,047,143        (28,067 ) 
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Total fixed maturity investments, available for sale

   $ 8,922,214      $ (213,273 )    $ 4,113,344      $ (351,769 )    $ 13,035,558      $ (565,042 ) 
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Number of securities investment grade with unrealized losses

 

     476          585          1,061  

Percent investment grade with unrealized losses

 

     79 %         87 %         83 % 

Number of securities below investment grade with unrealized losses

 

     74          50          124  

Percent below investment grade with unrealized losses

 

     12 %         7 %         10 % 

Number of securities not rated with unrealized losses

 

     52          37          89  

Percent not rated with unrealized losses

 

     9 %         6 %         7 % 

Number of securities with unrealized losses

 

     602          672          1,274  

The unrealized losses on the fixed maturity investments in the tables above can primarily be attributed to changes in market interest rates and changes in credit spreads since the securities were acquired. The Company does not intend to sell the investments and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost basis, which may be maturity. Based on that evaluation and the Company’s ability and intent to hold those investments for a reasonable period of time sufficient for a forecasted recovery of fair value, the Company did not record an allowance for credit loss on these securities at December 31, 2025 or 2024.

 

44


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

3. Investments (continued)

 

The Company closely monitors those securities where credit loss concerns may exist by considering relevant facts and circumstances to evaluate whether changes are necessary to the allowance for credit loss of the security.

A rollforward of the allowance for credit loss by major security type was as follows for the years ended December 31:

 

     Fixed maturities, available for sale  
            Commercial         
     Corporate      mortgage-backed      Total  

Balance at January 1, 2023

   $ —       $ —       $ —   

Initial credit loss

     1,151        7,089        8,240  

Securities sold during the year

     (1,151 )       —         (1,151 ) 

Additions (reductions) to previously impaired securities

     1,062        —         1,062  
  

 

 

    

 

 

    

 

 

 

Balance at December 31, 2023

     1,062        7,089        8,151  

Initial credit loss

     31,199        —         31,199  

Securities sold during the year

     (1,062 )       —         (1,062 ) 

Securities intended to be sold prior to the recovery of amortized cost basis

     —         (7,089 )       (7,089 ) 

Additions (reductions) to previously impaired securities

     15,273        —         15,273  
  

 

 

    

 

 

    

 

 

 

Balance at December 31, 2024

     46,472        —         46,472  

Initial credit loss

     45,474        —         45,474  

Securities sold during the year

     (45,474 )       —         (45,474 ) 
  

 

 

    

 

 

    

 

 

 

Balance at December 31, 2025

   $ 46,472      $ —       $ 46,472  
  

 

 

    

 

 

    

 

 

 

 

45


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

3. Investments (continued)

 

Major categories of Net investment income are summarized as follows:

 

     Year Ended December 31,  
     2025      2024      2023  
     (in thousands)  

Interest on fixed maturity investments, available for sale

   $ 2,759,900      $ 3,138,884      $ 2,838,826  

Interest on fixed maturity investments, trading

     4,220        5,657        4,094  

Interest on notes receivable from related parties

     202,931        188,687        126,366  

Dividends on equity securities at fair value

     67,555        41,072        45,657  

Interest on mortgage loans

     303,418        231,790        64,590  

Interest on policy loans

     4,839        2,647        2,621  

Interest on short-term investments

     72,603        25,666        109,102  

Investment income on cash and cash equivalents

     110,107        65,848        34,974  

Income on equity method accounting adjustments

     28,886        93,438        80,456  

Other

     121,147        63,324        53,373  
  

 

 

    

 

 

    

 

 

 

Total investment income

     3,675,606        3,857,013        3,360,059  

Less:

        

Investment expenses

     221,567        194,103        154,508  

Ceded to reinsurer

     708,908        636,819        509,748  
  

 

 

    

 

 

    

 

 

 

Net investment income

   $ 2,745,131      $ 3,026,091      $ 2,695,803  
  

 

 

    

 

 

    

 

 

 

Proceeds from sales of Fixed maturity investments, available for sale and realized gains and losses are as follows:

 

     Year Ended December 31,  
     2025      2024      2023  
     (in thousands)  

Proceeds from sales

   $ 3,745,018      $ 6,204,851      $ 3,599,826  

Gross realized gains

     57,454        5,726        239,549  

Gross realized losses

     18,180        9,166        44,418  

 

46


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

3. Investments (continued)

 

Investment-related gains (losses), net of ceded reinsurance gains, consist of the following:

 

     Year Ended December 31,  
     2025      2024      2023  
     (in thousands)  

Realized gains (losses), fixed maturity investments, available for sale

   $ 39,274      $ (3,440 )     $ 195,131  

Realized/unrealized gains (losses), fixed maturity investments, trading and fair value option

     752        (559 )       11,832  

Realized/unrealized gains (losses), other invested assets

     (969 )       1,126        (20,307 ) 

Realized/unrealized gains (losses), derivatives (excluding foreign exchange derivatives)

     608,595        459,480        184,326  

Other realized/unrealized gains (losses):

        

Foreign currency gains (losses)

     258,512        (99,964 )       115,238  

Foreign exchange derivatives

     (278,927 )       129,849        (128,421 ) 

Equity securities

     22,499        59,817        17,140  

Embedded derivative, funds withheld reinsurance

     (108,922 )       (108,385 )       (263,805 ) 

Other

     108        (19,742 )       (3,683 ) 
  

 

 

    

 

 

    

 

 

 

Total other realized/unrealized gains (losses)

     (106,730 )       (38,425 )       (263,531 ) 
  

 

 

    

 

 

    

 

 

 

Total realized/unrealized gains (losses) before credit losses and ceded reinsurance

     540,922        418,182        107,451  

Credit losses

     (48,401 )       (56,543 )       (9,389 ) 
  

 

 

    

 

 

    

 

 

 

Total realized/unrealized gains (losses) before ceded reinsurance

     492,521        361,639        98,062  

Ceded reinsurance (gains) losses

     12,459        17,421        617  
  

 

 

    

 

 

    

 

 

 

Investment-related gains (losses)

   $ 504,980      $ 379,060      $ 98,679  
  

 

 

    

 

 

    

 

 

 

 

47


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

3. Investments (continued)

 

The Company recognized $130.2 million and $52.5 million of net unrealized losses on equity securities held at fair value at December 31, 2025 and 2024, respectively.

There were no outstanding agreements to sell securities at December 31, 2025 and 2024.

As of December 31, 2025 and 2024, there were two and one issuers with a total amount of $2,870.3 million and $1,579.9 million, respectively, other than U.S. Government and its sponsored entities, where the Company had investment holdings that exceeded 10% of consolidated Stockholder’s equity.

At December 31, 2025 and 2024, the Company pledged securities with a market value of approximately $631.8 million and $433.3 million respectively, as collateral in relation to certain institutional products.

At December 31, 2025 and 2024, the Company pledged securities with a market value of approximately $194.5 million and $183.2 million respectively, as collateral in relation to its reinsurance agreements (see Note 10).

The Company entered into a securities lending program during 2025. The securities lending agreements require a minimum of 102% of the fair value of securities loaned to be maintained as collateral. Cash collateral received is invested and an offsetting collateral liability is included and recorded as a payable for securities lending, At December 31, 2025, the Company lent assets with a fair value of $60.0 million to the borrower and received $62.7 million of cash collateral in return. The Company did not have any lent securities as of December 31, 2024.

At December 31, 2025 and 2024, available for sale bonds with a carrying value of $2.3 million and $3.3 million, respectively, were held in joint custody at various state insurance departments to comply with applicable statutes and regulations.

 

48


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

3. Investments (continued)

 

Financing Receivables

Mortgage Loans

Mortgage loans consist of commercial and residential mortgage loans. The Company evaluates risks inherent in the brick and mortar commercial mortgage loans based on the property’s operational results supporting the loan. The Company also evaluates the risks inherent in its residential mortgage loan portfolio. The carrying amount of the Company’s mortgage loan portfolio was as follows at December 31:

 

     2025      2024  
     (in thousands)  

Commercial mortgage loans

   $ 3,905,987      $ 2,759,485  

Allowance for credit losses on commercial mortgage loans (1) (2)

     (23,410 )       (18,085 ) 
  

 

 

    

 

 

 

Commercial mortgage loans, net of allowances

     3,882,577        2,741,400  

Residential mortgage loans

     4,367        4,025  
  

 

 

    

 

 

 

Total mortgage loans, net of allowances

   $ 3,886,944      $ 2,745,425  
  

 

 

    

 

 

 

 

(1) 

The year-over-year change in allowance for credit losses is driven by changes in the composition of the mortgage loan portfolio and is not the result of write-downs or charge offs. Any changes in the loan valuation allowance are reported in Investment-related gains (losses) on the Consolidated Statements of Operations.

 

(2) 

As of December 31, 2025 and 2024 the allowance for credit losses on commercial mortgages is $8.2 million and $4.4 million, respectively, and the general allowance on commercial mortgages is $15.2 million and $13.7 million, respectively.

The commercial mortgage loan portfolio consists primarily of non-recourse, fixed rate mortgages.

The commercial mortgage loan net of allowances portfolio diversification by geographic region (all regions are within the United States, excluding international) and specific collateral property type as follows at December 31:

 

49


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

3. Investments (continued)

 

     2025     2024  
     Carrying
Amount
     Percent of
Total
    Carrying
Amount
     Percent of
Total
 
     (in thousands)  

Geographic distribution

          

Pacific

   $ 2,051,686        53 %    $ 395,651        14 % 

International

     1,037,206        27       423,941        15  

South Atlantic

     561,091        14       241,736        9  

East North Central

     82,516        2       1,639,368        60  

Middle Atlantic

     67,494        2       —         —   

West North Central

     58,807        2       16,452        1  

Mountain

     17,150        —        16,903        1  

New England

     6,627        —        7,349        —   
  

 

 

    

 

 

   

 

 

    

 

 

 

Total

   $ 3,882,577        100 %    $ 2,741,400        100 % 
  

 

 

    

 

 

   

 

 

    

 

 

 

 

     2025     2024  
     Carrying
Amount
     Percent of
Total
    Carrying
Amount
     Percent of
Total
 
     (in thousands)  

Property type distribution

          

Multi-Use

   $ 1,732,343        45 %    $ 1,568,207        57 % 

Industrial

     797,014        20       378,503        14  

Apartments/Multifamily

     653,533        17       55,537        2  

Office

     515,105        13       586,351        22  

Retail

     140,618        4       36,683        1  

Hotel/Motel

     43,964        1       —         —   

Student Housing

     —         —        116,119        4  
  

 

 

    

 

 

   

 

 

    

 

 

 

Total

   $ 3,882,577        100 %    $ 2,741,400        100 % 
  

 

 

    

 

 

   

 

 

    

 

 

 

The Company actively monitors and manages its commercial mortgage loan portfolio. All commercial mortgage loans are analyzed regularly and substantially all are internally rated, based on the National Association of Insurance Commissioners (“NAIC”) – Risk-Based Capital’s Commercial Mortgage (“CM”) Rating. As the credit risk for commercial mortgage loans increases, the Company adjusts the CM Rating, per NAIC guidelines, downwards with loans in the category “CM4 and below” having the highest risk for credit loss. CM Ratings on commercial mortgage loans are updated at least annually and potentially more often for certain loans with material changes in collateral value or occupancy and for loans on an internal “watch list.”

 

50


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

3. Investments (continued)

 

Commercial mortgage loans that require more frequent and detailed attention than other loans in the portfolio are identified and placed on an internal “watch list.” Potential criteria that would indicate a possible problem are imbalances in ratios of loan to value or net operating income to debt service, major tenant vacancies or bankruptcies, borrower sponsorship problems, late payments, delinquent taxes and loan relief/restructuring requests.

The Company’s commercial mortgage loan portfolio, consisting of brick and mortar loans, by internal credit risk model was as follows at December 31:

 

     2025      2024  
     (in thousands)  

CM1

   $ 167,744      $ 44,032  

CM2

     1,407,287        338,797  

CM3

     344,432        362,736  

CM4 and Below

     1,963,114        1,995,835  
  

 

 

    

 

 

 
   $ 3,882,577      $ 2,741,400  
  

 

 

    

 

 

 

Commercial and residential mortgage loans are placed on non-accrual status if the Company has concerns regarding the collectability of future payments or if a loan has matured without being paid off or extended. Factors considered may include conversations with the borrower, loss of major tenant, bankruptcy of the borrower or a major tenant, decreased property cash flows for commercial mortgage loans, or number of days past due for residential mortgage loans. Based on an assessment as to the collectability of the principal, a determination is made to apply any payments received either against the principal or according to the contractual terms of the loan. When a loan is placed on non-accrual status, the accrued unpaid interest receivable is reversed against interest income. Accrual of interest resumes after factors resulting in doubts about collectability have improved. At December 31, 2025 and 2024 there were no commercial mortgage loans on non-accrual status.

 

51


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

3. Investments (continued)

 

Reinsurance Recoverables

Reinsurance recoverables include amounts due from reinsurers for policy benefits. We cede life insurance and annuities to other insurance companies through reinsurance. See Note 10 regarding additional details on the Company’s reinsurance recoverables.

Financing Receivables Credit Monitoring

The Company establishes a valuation allowance to provide for the risk of credit losses inherent in our financing receivables. The valuation allowance is maintained at a level believed adequate by management to absorb estimated expected credit losses. The valuation allowance is based on amortized cost excluding accrued interest receivable and includes reserves for pools of financing receivables with similar risk characteristics. The Company does not measure a credit loss allowance on accrued interest receivable because the Company writes off the uncollectible accrued interest receivable balance to Net investment income in a timely manner, generally within 90 days. The Company incurred no write-offs of commercial mortgage loan accrued interest receivable during the years ended December 31, 2025 and 2024.

For commercial mortgage loans, management’s periodic evaluation and assessment of the valuation allowance adequacy is based on known and inherent risks in the portfolio, adverse situations that may affect a borrower’s ability to repay, the estimated value of the underlying collateral, composition of the portfolio, portfolio delinquency information, underwriting standards, peer group information, current and forecasted economic conditions, loss experience and other relevant factors. For reinsurance recoverables, management’s periodic evaluation and assessment of the valuation allowance adequacy is based on known and inherent risks, adverse situations that may affect a reinsurer’s ability to repay, current and forecasted economic conditions, industry loss experience and other relevant factors.

 

52


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

3. Investments (continued)

 

The Company’s commercial mortgage loans are pooled by risk rating level with an estimated loss ratio applied against each risk rating level. The loss ratio is generally based upon historical loss experience for each risk rating level as adjusted for certain current and forecasted environmental factors management believes to be relevant. Environmental factors are forecasted for two years or less with immediate reversion to historical experience. A commercial mortgage is evaluated individually if it does not continue to share similar risk characteristics of a pool. We analyze the need for an individual evaluation for any domestic commercial mortgage loan that is delinquent for 60 days or more, in process of foreclosure, restructured, on the internal “watch list” or that currently is evaluated individually.

The Company’s reinsurance recoverables are pooled by reinsurer risk rating with an estimated loss ratio applied against each risk rating level. The loss ratio is generally based upon industry historical loss experience and expected recovery timing as adjusted for certain current and forecasted environmental factors management believes to be relevant. A reinsurance recoverable is evaluated individually if it does not continue to share similar risk characteristics of a pool. The Company analyzes the need for an individual evaluation for any reinsurance recoverable based on past due payments and changes in reinsurer risk ratings. The change in the valuation allowance for reinsurance recoverables is included in Other benefits on the Consolidated Statements of Operations.

 

53


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

3. Investments (continued)

 

A rollforward of our valuation allowance was as follows for the year ended:

 

     Total  
     (in thousands)  

Balance at January 1, 2023

   $ 893  

Provision

     1,142  

Charge-offs

     (3 ) 
  

 

 

 

Balance at December 31, 2023

     2,032  

Provision

     9,598  

Charge-offs

     (7,189 ) 
  

 

 

 

Balance at December 31, 2024

     4,441  

Provision

     10,216  

Charge-offs

     (6,416 ) 
  

 

 

 

Balance at December 31, 2025

   $ 8,241  
  

 

 

 

Repurchase Agreements

The Company enters into repurchase agreements, whereby the Company borrows cash from a counterparty at an agreed-upon interest rate for an agreed-upon time frame and pledges collateral in the form of securities. At the end of the agreement, the loan amount is repaid by the Company along with the additional agreed-upon interest, and the securities pledged by the Company are released back to the Company. The Company’s policy requires that, at all times during the term of the repurchase agreement, cash or other forms of collateral provided is sufficient to pay the Company’s obligation to the counterparty. The risks associated with the repurchase agreement program are primarily related to declines in the value of the securities pledged for cash, which, if occurred, results in cash needing to be returned to the original purchasing party or additional securities needing to be posted as collateral. The Company has multiple sources of additional liquidity including additional sources of institutional funding, retail funding, contractual cash flows from the asset portfolio, and sales of investment assets. The Company has approved a Liquidity Risk Policy and associated Liquidity Guidelines to manage the aggregate liquidity risk of the Company. The remaining contractual maturity of the repurchase agreements outstanding as of December 31, 2025 and December 31, 2024 were 16 days to 1.3 years and 36 days to 2.3 years. The carrying value of the securities pledged for the repurchase agreements were $1,513.0 million and $344.7 million as of December 31, 2025 and December 31, 2024, respectively. The repurchase obligations were $1,512.0 million and $328.4 million as of December 31, 2025 and December 31, 2024, respectively, and were included in Repurchase agreements on the Consolidated Balance Sheets.

 

54


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

4. Variable Interest Entities

Following is a discussion of the Company’s interest in entities that meet the definition of a VIE.

Consolidated Variable Interest Entities

Collateralized Financing Entities

The Company invested in notes issued by collateralized financing entities (“CFE”) for which it was determined to be the primary beneficiary and therefore required to consolidate the CFE. The notes have contractual recourse only to the assets held by the CFE and are entitled to receive payments to the extent that payments are made on the underlying assets.

In consolidating the CFE, the notes were eliminated as an investment while the underlying assets of the CFE were recorded on the Consolidated Balance Sheets as available for sale fixed maturity investments, as well as recording cash and other assets of the CFE. A liability is recorded for other noteholders’ interests in the CFE, which is carried at amortized cost.

The total assets of consolidated CFEs were $532.6 million and $681.9 million at December 31, 2025 and 2024, respectively. There were no total liabilities of consolidated CFEs at December 31, 2025 and there were $47.3 million at December 31, 2024.

Unconsolidated Variable Interest Entities

Collateralized Financing Entities

The Company does not need to consolidate investments in certain CFEs because it is not the primary beneficiary of the VIE as it does not have (1) the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and (2) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. When the asset manager or general partner is related, a parent of the Company (rather

 

55


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

4. Variable Interest Entities (continued)

 

than the Company itself) would be considered the primary beneficiary due to its common control of both the Company and the asset manager or general partner and substantially all of the activities of the VIE are not conducted on behalf of the Company. The total investment in these unconsolidated CFEs were $206.9 million and $753.2 million at December 31, 2025 and 2024, respectively, which is also the maximum exposure. Substantially all of the investments in unconsolidated CFEs were collateralized loan obligations at December 31, 2025 and 2024.

In the normal course of business, the Company will invest in structured investments, including unconsolidated VIEs, for which we are not considered the primary beneficiary. These structured investments typically invest in fixed income investments and include asset-backed securities, commercial mortgage-backed securities and residential mortgage-backed securities. The Company’s maximum exposure to loss on these structured investments, both VIEs and non-VIEs, is limited to the amount of its investment including unfunded commitments (see Note 14). See Note 3 for details regarding the carrying amounts and classification of these assets. The Company has not provided material financial or other support to these structures that was not contractually required. The Company has determined that it is not the primary beneficiary of these structures due to the fact that it does not control these entities.

Joint Ventures and Partnerships

The Company has a variable interest in a number of joint ventures and partnerships, which were primarily formed for the purpose of purchasing private equity and fixed income securities, for which the Company is not deemed the primary beneficiary as it does not unilaterally have substantive rights to remove the general partner. The Company also has an equity method investment in the holding company of a reinsurer that assumes certain liabilities of SBLIC (see Note 10) in which the Company does not have substantive power to control activities that are most significant to the VIE; therefore, the Company is not deemed the primary beneficiary. The Company’s carrying amount of its investment in these VIEs reported in Other invested assets on

 

56


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

4. Variable Interest Entities (continued)

 

the Consolidated Balance Sheets were $1,520.1 million and $1,616.7 million at December 31, 2025 and 2024, respectively, compared to its maximum exposure to loss of $1,982.5 million and $2,110.5 million at December 31, 2025 and 2024, respectively. The Company’s maximum exposure to loss of these VIEs is based on existing investments in, and additional commitments made to, joint ventures and partnerships. Total carrying value of unconsolidated investments accounted for under the equity method of accounting amounted to $1,270.5 million and $1,495.7 million at December 31, 2025 and 2024, respectively. Total carrying value of unconsolidated investments accounted for under the fair value option amounted to $249.6 million and $121.0 million at December 31, 2025 and 2024, respectively.

The Company is exposed to certain risks relating to its ongoing business operations which it may seek to hedge through the use of derivatives. The Company’s risk of loss when using derivative instruments is typically limited to the fair value of its derivative instruments and not to the notional or contractual amounts of these derivatives. Risk arises from changes in the fair value of the underlying instruments. Such changes in value are generally offset by opposite changes in the value of the hedged item. For non-exchange traded derivative instruments, the Company is exposed to credit losses in the event of nonperformance of the counterparties. This credit risk is minimized by purchasing such agreements from financial institutions with high credit ratings, daily exchange of collateral, and by establishing and monitoring of transfer threshold amounts.

The primary risks managed by using derivative instruments are equity market risk, foreign currency risk and interest rate risk. The most common types of derivatives used by the Company are call options, foreign currency forwards, exchange traded futures, equity total return swaps, interest rate options, and interest rate swaps.

 

57


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

5. Derivative Instruments

The Company purchases call options to manage the equity and market risk associated with products in which the interest credited is tied to an external equity or other market index. The Company sells fixed index annuity contracts where interest is credited to policyholders based on a percentage of the gain in a specified market index, which cannot be less than zero. Most of the premium received is invested in fixed income securities and a portion is used to purchase derivatives, typically call options, consisting of a range of maturities up to five years to fund the index credits due to the fixed index annuity policyholders. On the applicable anniversary dates of the fixed index annuity, the market index used to compute the index credits is reset and new call options are purchased to fund the next index credit. These call options are highly correlated to the portfolio allocations of the policyholders, such that the Company is economically hedged with respect to equity and/or market returns for the period covering the current policyholder crediting period.

The Company uses foreign currency forwards to reduce the risk from fluctuations in foreign currency exchange rates associated with its assets denominated in foreign currencies. In a foreign currency forward transaction, the Company agrees with another party to deliver a specified amount of an identified currency at a specified future date. The price is agreed upon at the time of the contract and payment for such a contract is made in a different currency at the specified future date. No cash is exchanged at the time the agreement is entered into.

The Company uses interest rate swaps and interest rate options to reduce market risks from changes in interest rates and to manage interest rate exposure arising from duration mismatches between assets and liabilities. In a swap, the Company agrees with counterparties to exchange, at specified intervals, the difference between fixed rate and floating rate interest amounts calculated by reference to an agreed notional amount. The Company uses interest rate swaps to synthetically convert fixed rate liabilities to floating rate liabilities (“fair value hedge”). The Company also uses interest rate swaps to synthetically convert variable rate coupons on existing financial instruments to fixed rates (“cash flow hedge”).

 

58


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

5. Derivative Instruments (continued)

 

Our accounting for the ongoing changes in fair value of a derivative depends on the use of the derivative and whether it is designated in a hedge accounting relationship. Derivatives designated as fair value hedges and which are determined to be a highly effective hedge are reported in the same Consolidated Statement of Operations line item that is used to report the earnings effect of the hedged item. Derivatives that are designated for cash flow hedging and determined to be a highly effective hedge are reported at fair value as a component of OCI. At the time when the variability of cash flows being hedged impact net income, the related portion of the deferred gain or loss on the derivative is reclassified and reported in Net income. For derivatives which either do not qualify or are not designated for hedge accounting, all changes in fair value are reported in Net income.

 

59


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

5. Derivative Instruments (continued)

 

The Company enters into currency forwards to convert both principal and interest payments of certain foreign denominated assets and liabilities into U.S. dollar denominated fixed rate instruments to eliminate the exposure to future currency volatility on those items.

The Company utilizes derivatives to hedge index credits associated with business reinsured with SkyRidge Re Limited (“SkyRidge Re Bermuda”), an insurance company licensed in Bermuda and SkyRidge Re Cayman Limited (“SkyRidge Re Cayman”), an insurance company licensed in the Cayman Islands (collectively referred to as “SkyRidge Re Reinsurers”). The embedded derivative reinsurance contracts asset of $1,690.0 million and $1,241.8 million at December 31, 2025 and 2024, respectively, is primarily related to the ceded liability to SkyRidge Re Reinsurers and is reflected by the Company within Reinsurance recoverable on the Consolidated Balance Sheets. The embedded derivative reinsurance contracts liability of $421.7 million and $295.8 million as of December 31, 2025 and 2024, respectively, is the fair value of the embedded derivative within the hedging agreement of the reinsurance contract with SkyRidge Re Reinsurers. These amounts are recorded within Other liabilities on the Consolidated Balance Sheets.

The following amounts were recorded on the Consolidated Balance Sheets related to cumulative basis adjustments for fair value hedges. The amortized cost includes the amortized cost basis and the fair value hedging basis adjustment.

 

60


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

5. Derivative Instruments (continued)

 

                   Cumulative amount of fair value  
                   hedging basis adjustment increase  
                   (decrease) included in the carrying  
Line item in the consolidated balance sheet in    Carrying amount of hedged item      amount of the hedge item  
which the hedged item is included    2025      2024      2025      2024  
     (in thousands)  

Fixed maturities, available for sale:

           

Active hedging relationships

   $ 1,781,810      $ 2,641,749      $ —       $ —   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total fixed maturities, available for sale in active or discontinued hedging relationships

   $ 1,781,810      $ 2,641,749      $ —       $ —   
  

 

 

    

 

 

    

 

 

    

 

 

 

Policy reserves and annuity account values:

           

Active hedging relationships

   $ 2,852,718      $ 3,566,674      $ 11,643      $ (47,236 ) 
  

 

 

    

 

 

    

 

 

    

 

 

 

Total policy reserves and annuity account values in active or discontinued hedging relationships

   $ 2,852,718      $ 3,566,674      $ 11,643      $ (47,236 ) 
  

 

 

    

 

 

    

 

 

    

 

 

 

The following table presents the gains and losses on derivatives and the related hedged items in fair value hedges for the year ended December 31:

 

                 Location and Amount of Gain or (Loss) Recognized  
                 in Income on the Fair Value Hedging Relationship  
                 Hedging Derivatives     Hedged Items  
                 Gains (losses)     Gains (losses)        
                 excluded from     included in        
                 effectiveness     effectiveness     Gains  

Derivatives designated as hedging instruments

   Hedged Items    Year      testing (1) (2)     testing (2)     (losses) (2)  
                 (in thousands)  

Foreign currency forwards

   Fixed maturity      2025      $ 23,306     $ (150,014 )    $ 150,014  

Interest rate swap

   Annuity account      2025        (40,023 )      31,836       (58,879 ) 

Foreign currency forwards

   Fixed maturity      2024        (37,085 )      78,398       (78,398 ) 

Interest rate swap

   Annuity account      2024        19,672       (55,211 )      25,114  

Foreign currency forwards

   Fixed maturity      2023        (18,077 )      (116,597 )      116,597  

Interest rate swap

   Annuity account      2023        559       (28,984 )      22,122  

 

(1)

Gains (losses) excluded from effectiveness testing includes the forward point on foreign currency forwards. The Company has elected to record changes in estimated fair value of excluded components in earnings.

(2)

Gains and losses are reported in the Consolidated Statements of Operations as Investment-related gains (losses).

 

61


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

5. Derivative Instruments (continued)

 

Notional amounts are used to express the extent of the Company’s involvement in derivative financial instruments and represent a standard measurement of the volume of the derivative activity. Notional amounts represent those amounts used to calculate contractual cash flows to be exchanged and are not paid or received. Credit exposure represents the gross amount owed to the Company under the derivative contracts as of the valuation date. The maximum amount of economic loss due to the credit exposure is limited by the posting of collateral by the counterparties.

 

62


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

5. Derivative Instruments (continued)

 

The notional amounts and fair value of the Company’s derivative instruments as of December 31 were as follows:

 

                 2025  
     Credit Rating    Credit Rating      Notional      Fair Value  

Counterparty

   (S&P)    (Moody’s)      Amount      Assets      Liabilities  
                 (in thousands)  

Barclays Bank PLC

   A+      A1      $ 5,637,896      $ 286,367      $ 19,594  

BNP Paribas

   A+      A1        1,014,384        63,506        1,555  

Bank of America, N.A.

   A+      Aa2        206,632        17,138        —   

Bank of Montreal

   A+      Aa2        8,994,810        406,308        2,218  

Canadian Imperial Bank of Commerce

   A+      Aa2        1,610,001        25,221        6,167  

Citibank, N.A.

   A+      Aa3        4,254,698        67,270        99,467  

Deutsche Bank AG

   A      A1        1,737,708        19,722        33,859  

Goldman Sachs International

   A+      A1        472,118        65,371        —   

Jefferies Financial Services, Inc.

   BBB      Baa2        214,241        9,378        —   

JPMorgan Chase Bank, NA

   AA-      Aa2        748,191        25,040        1,809  

Morgan Stanley & Co International PLC

   A+      Aa3        100,000        —         —   

Morgan Stanley Capital Services LLC

   A+      Aa3        2,750,488        45,748        6,053  

Natixis, SA

   A+      A1        2,075,541        112,863        6,521  

Nomura Bank International PLC

   A-      Baa1        645,212        43,058        641  

Royal Bank of Canada

   AA-      Aa1        2,170,074        95,515        4,607  

Societe Generale

   A      A1        841,368        21,463        4,851  

UBS AG

   A+      Aa2        1,704,867        42,028        508  

Exchange Traded

   N/A      N/A        15,000,861        195,363        12,319  
        

 

 

    

 

 

    

 

 

 
         $ 50,179,090      $ 1,541,359      $ 200,169  
        

 

 

    

 

 

    

 

 

 

 

63


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

5. Derivative Instruments (continued)

 

                   2024  
     Credit Rating      Credit Rating      Notional      Fair Value  

Counterparty

   (S&P)      (Moody’s)      Amount      Assets      Liabilities  
                   (in thousands)  

Barclays Bank PLC

     A        A1      $ 3,200,419      $ 129,319      $ 4,568  

BNP Paribas

     A+        Aa3        2,207,622        84,685        8,258  

Bank of America, N.A.

     A+        Aa1        513,147        21,365        —   

Bank of Montreal

     A+        Aa2        3,612,278        199,922        2,696  

Canadian Imperial Bank of Commerce

     A+        Aa2        2,371,287        78,514        28,658  

Citibank, N.A.

     A+        Aa3        3,837,859        97,556        30,016  

Deutsche Bank AG

     A        A1        721,050        5,440        145  

Goldman Sachs International

     A+        A1        585,347        67,819        —   

ICE

     A-        A3        —         —         798  

Jefferies Financial Services, Inc.

     BBB        Baa2        212,757        7,904        —   

JPMorgan Chase Bank, N.A.

     AA-        Aa2        735,152        24,230        1,970  

Morgan Stanley & Co International PLC

     A+        Aa3        2,021,048        37,890        —   

Morgan Stanley Capital Services LLC

     A+        Aa3        403,128        1,379        3,507  

Natixis, SA

     A+        A1        268,423        17,060        789  

Nomura Bank International PLC

     BBB+        Baa1        200,695        4,831        41  

Royal Bank of Canada

     AA-        Aa1        1,718,397        80,782        12,914  

Societe Generale

     A        A1        2,197,482        100,822        10,623  

UBS AG

     A+        Aa3        1,520,104        23,413        23  

Exchange Traded/Centrally Cleared

     N/A        N/A        10,040,683        283,163        26,059  
        

 

 

    

 

 

    

 

 

 
         $ 36,366,878      $ 1,266,094      $ 131,065  
        

 

 

    

 

 

    

 

 

 

Collateral posted by counterparties at December 31, 2025 and 2024, applicable to derivative instruments, was $1,255.3 million and $894.5 million, respectively, and is reflected on the Consolidated Balance Sheets in Cash and cash equivalents, unless rehypothecated into other investments. This collateral is restricted as to its use. The obligation to repay the collateral is reflected in option collateral on the Consolidated Balance Sheets. The Company also maintains a margin account at its clearing broker applicable to exchange traded and cleared derivatives. At December 31, 2025 and 2024, the balance of this account was $126.2 million and $95.3 million, respectively, and is reflected on the Consolidated Balance Sheets in Other assets. The Company has not entered into tri-party arrangements with counterparties, whereby collateral is posted to and held by a third party.

 

64


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

5. Derivative Instruments (continued)

 

The estimated fair value of net derivatives after the application of master netting agreements and collateral as of December 31 were as follows:

 

     2025  
     Gross Amounts Not Offset in the
Consolidated Balance Sheet
 
     Gross Amount
Recognized
     Derivative      Cash Collateral
Received/Pledged
     Net Amount  
     (in thousands)  

Derivative asset

   $ 1,541,359      $ (200,169 )     $ (1,255,282 )     $ 85,908  

Derivative liabilities

     200,169        (200,169 )       46,740        46,740  

 

     2024  
     Gross Amounts Not Offset in the
Consolidated Balance Sheet
 
     Gross Amount
Recognized
     Derivative      Cash Collateral
Received/Pledged
     Net Amount  
     (in thousands)  

Derivative asset

   $ 1,266,094      $ (131,065 )     $ (894,549 )     $ 240,480  

Derivative liabilities

     131,065        (131,065 )       3,260        3,260  

The gross amount recognized for derivative assets are reported in Derivative assets on the Consolidated Balance Sheets. The gross amount recognized for derivative liabilities are reported in Other liabilities on the Consolidated Balance Sheets. The gross amounts of derivative assets and liabilities are not netted for presentation on the Consolidated Balance Sheets. The derivative amount represents the amount of offsetting derivative assets or liabilities that are subject to an enforceable master netting agreement or similar agreement. The net amount primarily represents exposure from cleared derivatives.

 

65


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

5. Derivative Instruments (continued)

 

The fair value of the Company’s derivative financial instruments classified as assets and liabilities on the Consolidated Balance Sheets was as follows as of December 31:

 

     Derivative Asset     Derivative Liability      
     2025     2024     2025      2024    

Balance reported in

     (in thousands)      

Derivatives designated as hedging instruments under Subtopic 815-20

           

Interest rate swaps

   $ 85,331     $ 23,177     $ 943      $ 11,181     Derivative assets and other liabilities

Currency forwards

     5,436       73,002       62,467        1,385     Derivative assets and other liabilities

Foreign currency swap

     —        —        6,123        —      Derivative assets and other liabilities

Bond forwards

     1,382       —        —         —      Derivative assets and other liabilities

Derivatives not designated as hedging instruments under Subtopic 815-20

           

Interest rate swaps

     (35,626 )    $ 29,102       7,483        7,246     Derivative assets and other liabilities

Total return swaps

     12,589       2,093       8,945        26,791     Derivative assets and other liabilities

Call options

     1,414,615       1,020,039       19,468        12,059     Derivative assets and other liabilities

Currency forwards

     56,078       118,356       90,636        63,019     Derivative assets and other liabilities

Futures

     178       325       3,893        6,915     Derivative assets and other liabilities

Interest rate cap

     —        —        211        2,470     Derivative assets and other liabilities

Bond forwards

     1,376       —        —         —      Derivative assets and other liabilities
  

 

 

   

 

 

   

 

 

    

 

 

   

Total derivative financial instruments

   $ 1,541,359     $ 1,266,094     $ 200,169      $ 131,066    
  

 

 

   

 

 

   

 

 

    

 

 

   

Embedded derivatives:

           

Fixed index annuity contracts

     —        —        5,218,871        3,939,643     Interest sensitive contract liabilities and future policy benefits

Funds withheld receivable

     (403 )      (5,532 )      —         —      Other assets

Funds withheld liability

     —        —        87,850        (23,608 )    Funds withheld and held liability

Reinsurance contracts

     1,689,988       1,241,785       421,727        295,764     Reinsurance recoverable and other liabilities
  

 

 

   

 

 

   

 

 

    

 

 

   

Total embedded derivative financial instruments

   $ 1,689,585     $ 1,236,253     $ 5,728,448      $ 4,211,799    
  

 

 

   

 

 

   

 

 

    

 

 

   

 

66


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

5. Derivative Instruments (continued)

 

The following table shows the change in the fair value of the derivative financial instruments, excluding embedded derivatives within fixed index annuity contracts and reinsurance recoverable associated with fixed index annuity contracts, in the Consolidated Statements of Operations for the years ended:

 

     Year Ended December 31,      
     2025     2024     2023    

Change of fair value reported in

     (in thousands)      

Derivatives:

        

Interest rate swaps

   $ 27,377     $ (749 )    $ 41,497     Investment-related gains (losses)

Total return swaps

     (2,214 )      32,856     $ 6,212     Investment-related gains (losses)

Call options

     565,889       448,478     $ 145,373     Investment-related gains (losses)

Futures

     16,969       (23,551 )    $ (15,233 )    Investment-related gains (losses)

Interest rate cap

     (802 )      2,446     $ 6,477     Investment-related gains (losses)

Bond forward

     1,376       —      $ —      Investment-related gains (losses)
  

 

 

   

 

 

   

 

 

   

Change in fair value of derivatives

     608,595       459,480       184,326    

Interest rate swaps designated for hedging

     (40,023 )      19,672       940     Interest sensitive contract and future policy benefits

Other derivatives

     8       (208 )    $ (22,115 )    Investment-related gains (losses)
  

 

 

   

 

 

   

 

 

   

Change in fair value of options, futures and swaps

   $ 568,580     $ 478,944     $ 163,151    
  

 

 

   

 

 

   

 

 

   

Change in currency forwards designated for hedging

   $ (128,648 )    $ 41,316     $ (134,674 )    Investment-related gains (losses)

Change in currency forwards not designated for hedging

     (144,156 )      88,533       6,253     Investment-related gains (losses)

Foreign currency swap

     (6,123 )      —        —      Investment-related gains (losses)
  

 

 

   

 

 

   

 

 

   

Change in currency forwards and swaps

   $ (278,927 )    $ 129,849     $ (128,421 )   
  

 

 

   

 

 

   

 

 

   

Embedded derivatives:

        

Funds withheld receivable

   $ (28,057 )    $ 9,830     $ 9,856     Investment-related gains (losses)

Funds withheld liability

     (80,865 )      (118,215 )      (285,725 )    Investment-related gains (losses)
  

 

 

   

 

 

   

 

 

   

Change in embedded derivatives recorded in investment-related gains (losses)

     (108,922 )      (108,385 )      (275,869 )   

Less: embedded derivatives recorded in benefits

        

Fixed index annuity contracts

   $ 403,582     $ 241,980     $ 179,719     Interest sensitive contract and future policy benefits

Reinsurance contracts

     180,813       124,669       44,968     Other benefits
  

 

 

   

 

 

   

 

 

   

Total change in embedded derivative financial instruments

   $ (693,317 )    $ (475,034 )    $ (500,556 )   
  

 

 

   

 

 

   

 

 

   

The Company has no cash flow hedge exposure to variability in future cash flows for forecasted transactions, excluding those forecasted transactions related to the payment of variable interest on existing financial instruments.

 

67


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

5. Derivative Instruments (continued)

 

            Amount of gain (loss) recognized in AOCI on  
            derivatives for the year ended December 31,  

Derivatives in cash flow hedging relationships

   Related hedged item      2025      2024     2023  
            (in thousands)  

Interest rate swaps

     Fixed maturities, available for sale      $ 27,834      $ (5,542 )    $ 18,299  

Bond forward

     Fixed maturities, available for sale      $ 1,381      $ —      $ —   
     

 

 

    

 

 

   

 

 

 

Total

      $ 29,215      $ (5,542 )    $ 18,299  
     

 

 

    

 

 

   

 

 

 

The following tables show the effect of derivatives in fair value and cash flow hedging relationships and the related hedged items on the Consolidated Statements of Operations:

 

     For the year ended December 31, 2025  
                   Index credits and  
            Net realized      interest credited to  
     Net investment      capital gains      account balances  
     income related to      (losses) related to      related to hedges  
     hedges of fixed      hedges of fixed      of policy reserves  
     maturities,      maturities,      and annuity  
     available for sale      available for sale      account values  
     (in thousands)  

Total amounts of Consolidated Statement of Operations line items in which the effects of fair value and cash flow hedges are reported

        

Gains (losses) on fair value hedging relationships:

        

Foreign currency forwards:

        

Gain recognized on derivatives

   $ —       $ 150,014      $ —   

Loss recognized on hedged item

     —         (150,014 )       —   

Interest rate swaps:

        

Gain recognized on derivatives

     —         —         40,023  

Amounts related to periodic settlements on derivatives

     —         —         (8,187 ) 
  

 

 

    

 

 

    

 

 

 

Total gain (loss) recognized for fair value hedging relationships

   $ —       $ —       $ 31,836  
  

 

 

    

 

 

    

 

 

 

Gains (losses) on cash flow hedging relationships:

        

Interest rate swaps:

        

Amounts related to periodic settlements on derivatives

   $ (40,592 )     $ —       $ —   

Bond Forwards:

        

Gain (loss) recognized in AOCI on derivatives

     1,381        —         —   
  

 

 

    

 

 

    

 

 

 

Total gain (loss) recognized for cash flow hedging relationships

   $ (39,211 )     $ —       $ —   
  

 

 

    

 

 

    

 

 

 

 

68


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

5. Derivative Instruments (continued)

 

     For the year ended December 31, 2024  
                   Index credits and  
            Net realized      interest credited to  
     Net investment      capital gains      account balances  
     income related to      (losses) related to      related to hedges  
     hedges of fixed      hedges of fixed      of policy reserves  
     maturities,      maturities,      and annuity  
     available for sale      available for sale      account values  
     (in thousands)  

Total amounts of Consolidated Statement of Operations line items in which the effects of fair value and cash flow hedges are reported

        

Gains (losses) on fair value hedging relationships:

        

Foreign currency forwards:

        

Loss recognized on hedged item

   $ —       $ (78,398 )     $ —   

Gain recognized on derivatives

     —         78,398        —   

Interest rate swaps:

        

Loss recognized on derivatives

     —         —         (19,672 ) 

Loss related to periodic settlements on derivatives

     —         —         (35,539 ) 
  

 

 

    

 

 

    

 

 

 

Total gain (loss) recognized for fair value hedging relationships

   $ —       $ —       $ (55,211 ) 
  

 

 

    

 

 

    

 

 

 

Gains (losses) on cash flow hedging relationships:

        

Interest rate swaps:

        

Loss related to periodic settlements on derivatives

   $ (12,758 )     $ —       $ —   
  

 

 

    

 

 

    

 

 

 

Total gain (loss) recognized for cash flow hedging relationships

   $ (12,758 )     $ —       $ —   
  

 

 

    

 

 

    

 

 

 

 

69


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

5. Derivative Instruments (continued)

 

     For the year ended December 31, 2023  
                   Index credits and  
            Net realized      interest credited to  
     Net investment      capital gains      account balances  
     income related to      (losses) related to      related to hedges  
     hedges of fixed      hedges of fixed      of policy reserves  
     maturities,      maturities,      and annuity  
     available for sale      available for sale      account values  
     (in thousands)  

Total amounts of Consolidated Statement of Operations line items in which the effects of fair value and cash flow hedges are reported

        

Gains (losses) on fair value hedging relationships:

        

Foreign currency forwards:

        

Gain recognized on derivatives

   $ —       $ 116,597      $ —   

Loss recognized on hedged item

     —         (116,597 )       —   

Interest rate swaps:

        

Loss recognized on derivatives

     —         —         (940 ) 

Loss related to periodic settlements on derivatives

     —         —         (28,044 ) 
  

 

 

    

 

 

    

 

 

 

Total gain (loss) recognized for fair value hedging relationships

   $ —       $ —       $ (28,984 ) 
  

 

 

    

 

 

    

 

 

 

Gains (losses) on cash flow hedging relationships:

        

Interest rate swaps:

        

Gains related to periodic settlements on derivatives

   $ 2,703      $ —       $ —   
  

 

 

    

 

 

    

 

 

 

Total gain (loss) recognized for cash flow hedging relationships

   $ 2,703      $ —       $ —   
  

 

 

    

 

 

    

 

 

 

 

70


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

6. Deferred Policy Acquisition Costs, Deferred Sales Inducement Costs & Value of Business Acquired

An analysis of the DAC asset, the DSI cost asset, and the VOBA asset is presented below for the years ended:

 

     Deferred Policy      Deferred Sales      Value of Business      Total DAC, DSI &  
     Acquisition Costs      Inducement Costs      Acquired      VOBA  
     (in thousands)  

Balance at January 1, 2023

   $ 1,059,940      $ 336,529      $ 1,192,081      $ 2,588,550  

Capitalization

     366,521        183,978        —         550,499  

Amortization

     (133,853 )       (38,011 )       (146,258 )       (318,122 ) 
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance at December 31, 2023

     1,292,608        482,496        1,045,823        2,820,927  

Capitalization

     359,442        261,020        —         620,462  

Amortization

     (162,605 )       (52,438 )       (136,780 )       (351,823 ) 
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance at December 31, 2024

     1,489,445        691,078        909,043        3,089,566  

Capitalization

     427,579        390,374        —         817,953  

Amortization

     (201,269 )       (85,783 )       (125,179 )       (412,231 ) 
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance at December 31, 2025

   $ 1,715,755      $ 995,669      $ 783,864      $ 3,495,288  
  

 

 

    

 

 

    

 

 

    

 

 

 

Deferred Policy Acquisition Costs

An analysis of the DAC asset balance is presented below for the years ended:

 

     Fixed Index
Annuity
    Fixed
Annuity
    Variable
Annuity
    Other     Total  
     (in thousands)  

Balance at January 1, 2023

   $ 989,086     $ 42,573     $ 25,506     $ 2,775     $ 1,059,940  

Capitalization

     317,163       44,529       5,673       (844 )      366,521  

Amortization

     (117,303 )      (13,827 )      (2,373 )      (350 )      (133,853 ) 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2023

     1,188,946       73,275       28,806       1,581       1,292,608  

Capitalization

     327,996       27,039       4,430       (23 )      359,442  

Amortization

     (142,334 )      (17,420 )      (2,589 )      (262 )      (162,605 ) 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2024

     1,374,608       82,894       30,647       1,296       1,489,445  

Capitalization

     379,414       43,551       4,347       267       427,579  

Amortization

     (175,152 )      (23,121 )      (2,740 )      (256 )      (201,269 ) 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2025

   $ 1,578,870     $ 103,324     $ 32,254     $ 1,307     $ 1,715,755  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

71


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

6. Deferred Policy Acquisition Costs, Deferred Sales Inducement Costs & Value of Business Acquired (continued)

 

All amounts reflected above are net of reinsurance activity ceded (see Note 10).

Deferred Sales Inducement Costs

An analysis of the DSI costs asset balance is presented below for the years ended:

 

     Fixed Index
Annuity
     Fixed
Annuity
     Variable
Annuity
     Total  
     (in thousands)  

Balance at January 1, 2023

   $ 335,733      $ 30      $ 766      $ 336,529  

Capitalization

     183,963        —         15        183,978  

Amortization

     (37,922 )       (10 )       (79 )       (38,011 ) 
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance at December 31, 2023

     481,774        20        702        482,496  

Capitalization

     261,031        (18 )       7        261,020  

Amortization

     (52,364 )       (2 )       (72 )       (52,438 ) 
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance at December 31, 2024

     690,441        —         637        691,078  

Capitalization

     390,363        —         11        390,374  

Amortization

     (85,717 )       (1 )       (65 )       (85,783 ) 
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance at December 31, 2025

   $ 995,087      $ (1 )     $ 583      $ 995,669  
  

 

 

    

 

 

    

 

 

    

 

 

 

All amounts reflected above are net of reinsurance activity ceded (see Note 10).

Value of Business Acquired

The Company recorded VOBA that is being amortized in a similar manner to the deferred policy acquisition costs. An analysis of VOBA and associated amortization is presented below for the years ended:

 

72


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

6. Deferred Policy Acquisition Costs, Deferred Sales Inducement Costs & Value of Business Acquired (continued)

 

     Fixed Index
Annuity
    Fixed
Annuity
    Variable
Annuity
    Life     Total  
     (in thousands)  

Balance at January 1, 2023

   $ 1,061,337     $ 19,739     $ 66,184     $ 44,821     $ 1,192,081  

Amortization

     (133,716 )      (4,033 )      (5,702 )      (2,807 )      (146,258 ) 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2023

     927,621       15,706       60,482       42,014       1,045,823  

Amortization

     (125,936 )      (2,966 )      (5,218 )      (2,660 )      (136,780 ) 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2024

     801,685       12,740       55,264       39,354       909,043  

Amortization

     (115,414 )      (2,375 )      (4,858 )      (2,532 )      (125,179 ) 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2025

   $ 686,271     $ 10,365     $ 50,406     $ 36,822     $ 783,864  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

All amounts reflected above are net of reinsurance activity ceded (see Note 10).

The estimated future amortization schedule for the next five years based on current assumptions is expected to be as follows (in thousands) for the year ending December 31:

 

2026

 

            

   $ 119,262  

2027

       110,493  

2028

       102,158  

2029

       92,160  

2030

       79,890  

 

73


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

7. Separate Account Balances

Separate account funding agreements

The Company issued separate account funding agreements whereby the contract holders elect to invest in various investment options offered under the policy. As of December 31, 2025 and 2024, separate account investments funded through these agreements were $3,346.8 million and $3,042.2 million, respectively, and are reported in Separate account assets and Separate account liabilities on the Consolidated Balance Sheets. Investment income and gains or losses arising from the investments in the separate account funding agreements accrue directly to the contract holders and, therefore, are not included in investment income in the accompanying Consolidated Statements of Operations. Revenues to the Company from the separate account funding agreements consist primarily of administrative fees assessed at the time the funding agreement was issued.

Separate account assets

The aggregate fair value of assets, by major investment category, supporting separate accounts were as follows as of December 31:

 

     2025      2024  
     (in thousands)  

Common stock

   $ 3,458,074      $ 3,374,151  

Other invested assets

     3,346,800        3,042,200  
  

 

 

    

 

 

 

Total separate accounts assets

   $ 6,804,874      $ 6,416,351  
  

 

 

    

 

 

 

 

74


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

7. Separate Account Balances (continued)

 

Separate account liabilities

The following tables summarize disaggregated separate account liability amounts and reconcile the totals to Separate account liabilities reported in the Consolidated Balance Sheets as of December 31:

 

     2025      2024  
     (in thousands)  

Traditional deferred annuities

   $ 3,387,902      $ 3,316,472  

Funding agreements

     3,346,800        3,042,200  

Other (1)

     70,172        57,679  
  

 

 

    

 

 

 

Total separate accounts liabilities

   $ 6,804,874      $ 6,416,351  
  

 

 

    

 

 

 

 

(1)

Includes separate account immediate annuities and variable universal life.

The balances and changes in traditional deferred annuities separate account liabilities were as follows as of December 31:

 

     2025      2024  
     (in thousands)  

Balance at beginning of period

   $ 3,316,472      $ 3,188,175  

Deposits

     112,869        133,033  

Policy charges

     (9,677 )       (9,787 ) 

Withdrawals

     (98,798 )       (96,132 ) 

Benefit payments

     (291,064 )       (286,950 ) 

Net transfers (to) from general account

     (18,609 )       (14,935 ) 

Investment performance

     375,580        403,018  

Other

     1,129        50  
  

 

 

    

 

 

 

Balance at end of period

   $ 3,387,902      $ 3,316,472  
  

 

 

    

 

 

 

 

75


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

7. Separate Account Balances (continued)

 

The following is a rollforward of the funding agreements held in the separate account assets and liabilities for years ended:

 

     2025      2024  
     (in thousands)  

Balance at beginning of period

   $ 3,042,200      $ 2,386,900  

Unrealized gain (loss)

     211,705        619,079  

Interest

     92,895        36,221  
  

 

 

    

 

 

 

Balance at end of period

   $ 3,346,800      $ 3,042,200  
  

 

 

    

 

 

 

 

76


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

8. Other Assets

Property and Equipment

The following is a summary of property and equipment at cost less accumulated depreciation as of December 31:

 

     2025      2024  
     (in thousands)  

Land and improvements

   $ 7,279      $ 7,279  

Building

     52,596        52,545  

Leasehold improvements

     2,236        2,236  

Furniture

     109        77  

Data processing equipment

     599        381  
  

 

 

    

 

 

 
     62,819        62,518  

Accumulated depreciation

     (19,100 )       (16,642 ) 
  

 

 

    

 

 

 

Net property and equipment

   $ 43,719      $ 45,876  
  

 

 

    

 

 

 

Accumulated depreciation deducted from investment in real estate amounted to $18.2 million and $16.1 million at December 31, 2025 and 2024, respectively.

Goodwill

As of December 31, 2025 and 2024, the Company had a carrying value of goodwill of $96.9 million. Impairment of goodwill is evaluated annually. The Company determined for 2025 and 2024 that no impairment of goodwill was necessary.

Airplane

In February 2013, SAILES 2, LLC (“SAILES”), a wholly owned subsidiary of SBLIC, acquired an airplane for other investment purposes. SAILES leased the airplane under an operating lease.

 

77


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

8. Other Assets (continued)

 

In 2024, the Company executed an agreement to sell its aircraft for a $50.0 million purchase price. The sale of the aircraft resulted in $19.7 million write-off to the Company. Proceeds from the sale funded selling costs and settlement of all outstanding obligations, resulting in the dissolution of SAILES and full distribution of equity.

 

78


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

9. Other Comprehensive Income (Loss)

The components of other comprehensive income (loss) are as follows:

 

     Pretax      Tax      After-Tax  
     (in thousands)  

Other comprehensive income (loss) for the year ended December 31, 2023:

        

Net unrealized gains (losses) on available for sale securities

   $ 1,446,241      $ (303,524 )     $ 1,142,717  

Foreign exchange adjustments on available for sale and equity method investments

     5        (1 )       4  

Reclassification adjustment for (gains) losses included in net income

     (195,131 )       40,952        (154,179 ) 

Hedging instruments

     18,299        (3,840 )       14,459  
  

 

 

    

 

 

    

 

 

 

Net unrealized gains (losses) on investments and hedging instruments

     1,269,414        (266,413 )       1,003,001  

Remeasurement gains (losses) on future policy benefits related to discount rate

     (5,229 )       1,097        (4,132 ) 

Remeasurement gains (losses) on market risk benefits related to credit risk

     (139,786 )       29,337        (110,449 ) 
  

 

 

    

 

 

    

 

 

 

Total other comprehensive income (loss) for the year ended December 31, 2023

   $ 1,124,399      $ (235,979 )     $ 888,420  
  

 

 

    

 

 

    

 

 

 

Other comprehensive income (loss) for the year ended December 31, 2024

        

Net unrealized gains (losses) on available for sale securities

   $ 410,356      $ (86,175 )     $ 324,181  

Foreign exchange adjustments on available for sale and equity method investments

     (5,378 )       1,129        (4,249 ) 

Reclassification adjustment for (gains) losses included in net income

     3,440        (722 )       2,718  

Hedging instruments

     (5,542 )       1,164        (4,378 ) 
  

 

 

    

 

 

    

 

 

 

Net unrealized gains (losses) on investments and hedging instruments

     402,876        (84,604 )       318,272  

Remeasurement gains (losses) on future policy benefits related to discount rate

     6,166        (1,295 )       4,871  

Remeasurement gains (losses) on market risk benefits related to credit risk

     (182,916 )       38,412        (144,504 ) 
  

 

 

    

 

 

    

 

 

 

Total other comprehensive income (loss) for the year ended December 31, 2024

   $ 226,126      $ (47,487 )     $ 178,639  
  

 

 

    

 

 

    

 

 

 

Other comprehensive income (loss) for the year ended December 31, 2025:

        

Net unrealized gains (losses) on available for sale securities

   $ 322,323      $ (67,710 )     $ 254,613  

Foreign exchange adjustments on available for sale and equity method investments

     8,295        (1,742 )       6,553  

Reclassification adjustment for (gains) losses included in net income

     (39,274 )       8,248        (31,026 ) 

Hedging instruments

     27,834        (5,845 )       21,989  
  

 

 

    

 

 

    

 

 

 

Net unrealized gains (losses) on investments and hedging instruments

     319,178        (67,049 )       252,129  

Remeasurement gains (losses) on market risk benefits related to credit risk

     (5,361 )       1,126        (4,235 ) 

Remeasurement gains (losses) on market risk benefits related to credit risk

     83,159        (17,463 )       65,696  
  

 

 

    

 

 

    

 

 

 

Total other comprehensive income (loss) for the year ended December 31, 2025

   $ 396,976      $ (83,386 )     $ 313,590  
  

 

 

    

 

 

    

 

 

 

 

79


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

9. Other Comprehensive Income (Loss) (continued)

 

Accumulated Other Comprehensive Income (Loss)

 

     Foreign
Exchange
Adjustment
     Unrealized
Gains (Losses)
on Available for
Sale Securities
     Total Other
Comprehensive
Income (Loss)
 
     (in thousands)  

Accumulated other comprehensive income (loss) at January 1, 2023

   $ (4,991 )     $ (1,129,301 )     $ (1,134,292 ) 

Other comprehensive income (loss) before reclassifications

     4        1,042,595        1,042,599  

Amounts reclassified from accumulated other comprehensive income (loss)(1)

     —         (154,179 )       (154,179 ) 
  

 

 

    

 

 

    

 

 

 

Accumulated other comprehensive income (loss) at December 31, 2023

     (4,987 )       (240,885 )       (245,872 ) 

Other comprehensive income (loss) before reclassifications

     (4,249 )       180,170        175,921  

Amounts reclassified from accumulated other comprehensive income (loss)(1)

     —         2,718        2,718  
  

 

 

    

 

 

    

 

 

 

Accumulated other comprehensive income (loss) at December 31, 2024

     (9,236 )       (57,997 )       (67,233 ) 

Other comprehensive income (loss) before reclassifications

     6,553        338,063        344,616  

Amounts reclassified from accumulated other comprehensive income (loss)(1)

     —         (31,026 )       (31,026 ) 
  

 

 

    

 

 

    

 

 

 

Accumulated other comprehensive income (loss) at December 31, 2025

   $ (2,683 )     $ 249,040      $ 246,357  
  

 

 

    

 

 

    

 

 

 

 

(1) 

The amounts reclassified from accumulated other comprehensive income (loss) for unrealized gains (losses) on available for sale securities are included in Investment-related gains (losses) and Income tax expense in the Consolidated Statements of Operations.

 

80


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

10. Reinsurance

Principal reinsurance assumed transactions are summarized as follows for the years ended:

 

     Year Ended December 31,  
     2025      2024      2023  
     (in thousands)  

Reinsurance assumed:

        

Premiums received

   $ 17,055      $ 20,654      $ 17,505  
  

 

 

    

 

 

    

 

 

 

Commissions paid

   $ 2,224      $ 2,371      $ 3,486  
  

 

 

    

 

 

    

 

 

 

Claims paid

   $ 17,154      $ 18,047      $ 19,504  
  

 

 

    

 

 

    

 

 

 

Surrenders paid

   $ 100,210      $ 113,828      $ 109,252  
  

 

 

    

 

 

    

 

 

 

Principal reinsurance ceded transactions are summarized as follows for the years ended:

 

     Year Ended December 31,  
     2025      2024      2023  
     (in thousands)  

Reinsurance ceded:

        

Premiums paid

   $ 2,256,418      $ 1,997,759      $ 2,492,320  
  

 

 

    

 

 

    

 

 

 

Commissions received

   $ 172,405      $ 162,837      $ 206,979  
  

 

 

    

 

 

    

 

 

 

Claim recoveries

   $ 175,345      $ 159,929      $ 147,824  
  

 

 

    

 

 

    

 

 

 

Surrenders recovered

   $ 956,511      $ 984,968      $ 898,062  
  

 

 

    

 

 

    

 

 

 

At December 31, 2025 and 2024, the Company had reinsurance recoverable receivables totaling $12,507.8 million and $10,682.4 million, respectively, for reserve credits, reinsurance claims, and other receivables from its reinsurers.

The increase in Reinsurance recoverable was primarily related to the ceding of certain fixed annuity and fixed index annuity liabilities to SkyRidge Re Bermuda. The liabilities subject to the agreement are (i) liabilities on policies inforce as of November 30, 2021 and (ii) liabilities on policies as they are written through 2027. As of December 31, 2025, the Company has net business ceded based on statutory reserves of $9.9 billion to SkyRidge Re, and of this amount, $1.7 billion was the ceded premium during the year ended December 31, 2025.

 

81


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

10. Reinsurance (continued)

 

In September 2025, the Company entered into a coinsurance with funds withheld reinsurance agreement to cede certain fixed annuity and fixed index annuity liabilities to SkyRidge Re Cayman. The liabilities subject to the agreement are liabilities on policies as they are written through 2027. As of December 31, 2025, the Company has net business ceded based on statutory reserves of $516.5 million to SkyRidge Re Cayman, and $580.1 million of ceded premium during the year ended December 31, 2025.

As of December 31, 2025 and 2024, the value of the Company’s Funds withheld and held liability under all its reinsurance agreements was $11,067.0 million and $9,201.5 million, respectively. The SkyRidge Re reinsurance agreement was the primary driver of the increase in the value of the Company’s funds withheld and held liability.

As of December 31, 2025 and 2024, the Company had $604.1 million and $660.7 million, respectively, of reserves ceded that were uncollateralized by the assuming reinsurer.

Life insurance inforce ceded at December 31, 2025 and 2024 was $1,553.3 million and $1,655.6 million, respectively. Life reserves ceded at December 31, 2025 and 2024 was $582.2 million and $569.4 million, respectively.

Through its consolidated captive reinsurance subsidiary, Sixth Avenue Reinsurance Company (“SARC”), the Company entered into an excess of loss reinsurance agreement with a third party US based reinsurance company. This excess of loss agreement covers fixed index annuities with a GLWB that were issued in 2018 through the first half of 2020. Under this excess of loss agreement, if those annuity holders continue to make lifetime income withdrawals beyond certain dollar thresholds within the excess of loss coverage period (22-24 years from the issue date of each contract cohort), the third party reinsurance company will reimburse the Company for those benefit payments. The Company did not reduce any policy or annuity reserve liability as a result of this excess of loss agreement.

 

82


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

11. Insurance Liabilities

Interest sensitive contract liabilities and future policy benefits

The major components of Interest sensitive contract liabilities and future policy benefits on the Consolidated Balance Sheets are summarized as follows as of December 31:

 

     2025      2024  
     (in thousands)  

Liabilities for interest sensitive contract liabilities:

     

Embedded derivatives and host contract balances (fixed index annuities) (1)

   $ 29,495,707      $ 25,803,181  

Traditional deferred annuities (2)

     14,806,179        13,401,698  

Funding agreements

     528,591        511,011  

Other interest sensitive contracts (3)

     387,716        363,702  
  

 

 

    

 

 

 

Total interest sensitive contract liabilities

     45,218,193        40,079,592  
  

 

 

    

 

 

 

Liability for future policy benefits

     643,858        614,486  

Other future policy benefits reserves (4)

     186,698        202,998  
  

 

 

    

 

 

 

Total interest sensitive contract liabilities and future policy benefits

   $ 46,048,749      $ 40,897,076  
  

 

 

    

 

 

 

 

(1)

Fixed index annuities (index) policyholder account balance of $29.7 billion and $26.1 billion as of December 31, 2025 and 2024, respectively. The policyholder account balances are derived utilizing long-duration contract accounting while the embedded derivative and host contract balances are derived utilizing derivative accounting.

 

(2)

Traditional deferred annuities includes fixed annuities and the fixed portion of fixed index annuities and variable annuities.

 

(3)

Other interest sensitive contracts primarily include group fixed account, MYGA market value adjustments, non-life contingent payout annuities, and other annuities.

 

(4)

Other future policy benefits reserves primarily include other life insurance which is primarily ceded to reinsurers.

The following represents a rollforward of the policyholder account balance of traditional deferred annuities by product within interest sensitive contract liabilities.

 

     Fixed Index
Annuity
(Fixed)
    Fixed
Annuity
    Variable
Annuity
    Traditional
Deferred
Annuities
    Fixed Index
Annuity
(Index)
    Total  
     (in thousands)  

Balance at January 1, 2025

   $ 4,010,209     $ 7,758,157     $ 1,633,332     $ 13,401,698     $ 26,053,926     $ 39,455,624  

Deposits

     834,095       2,200,602       51,082       3,085,779       5,004,728       8,090,507  

Policy charges

     (28,184 )      (3,490 )      (230 )      (31,904 )      (220,004 )      (251,908 ) 

Withdrawals

     (193,058 )      (136,499 )      (85,159 )      (414,716 )      (1,168,903 )      (1,583,619 ) 

Benefit payments

     (189,714 )      (1,201,514 )      (141,255 )      (1,532,483 )      (1,350,693 )      (2,883,176 ) 

Net transfers

     (290,610 )      —        20,352       (270,258 )      290,610       20,352  

Interest credited

     133,908       382,045       58,533       574,486       1,123,262       1,697,748  

Other

     (347 )      (6,336 )      260       (6,423 )      95       (6,328 ) 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2025

     4,276,299       8,992,965       1,536,915       14,806,179       29,733,021       44,539,200  

Reinsurance

     1,242,388       3,176,353       —        4,418,741       7,671,289       12,090,030  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2025, net of reinsurance

   $ 3,033,911     $ 5,816,612     $ 1,536,915     $ 10,387,438     $ 22,061,732     $ 32,449,170  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Weighted-average crediting rate

     3.3       4.6       3.8         3.3    

Cash surrender value

   $ 3,753,148     $ 8,481,261     $ 1,506,852       $ 25,999,877    

 

83


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

11. Insurance Liabilities (continued)

 

     Fixed Index
Annuity
(Fixed)
    Fixed
Annuity
    Variable
Annuity
    Traditional
Deferred
Annuities
    Fixed Index
Annuity
(Index)
    Total  
     (in thousands)  

Balance at January 1, 2024

   $ 3,520,899     $ 7,515,342     $ 1,788,451     $ 12,824,692     $ 23,649,716     $ 36,474,408  

Deposits

     996,338       1,162,595       53,724       2,212,657       4,243,365       6,456,022  

Policy charges

     (16,914 )      (3,931 )      (292 )      (21,137 )      (251,839 )      (272,976 ) 

Withdrawals

     (162,915 )      (125,292 )      (87,378 )      (375,585 )      (995,658 )      (1,371,243 ) 

Benefit payments

     (189,260 )      (1,120,174 )      (199,743 )      (1,509,177 )      (1,798,265 )      (3,307,442 ) 

Net transfers

     (246,647 )      (1 )      15,852       (230,796 )      246,647       15,851  

Interest credited

     108,667       334,421       62,407       505,495       961,267       1,466,762  

Other

     41       (4,803 )      311       (4,451 )      (1,307 )      (5,758 ) 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2024

     4,010,209       7,758,157       1,633,332       13,401,698       26,053,926       39,455,624  

Reinsurance

     1,138,059       2,899,018       —        4,037,077       6,209,065       10,246,142  

Balance at December 31, 2024, net of reinsurance

   $ 2,872,150     $ 4,859,139     $ 1,633,332     $ 9,364,621     $ 19,844,861     $ 29,209,482  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Weighted-average crediting rate

     3.2       4.6       3.8         3.0    

Cash surrender value

   $ 3,484,277     $ 7,240,284     $ 1,598,781       $ 22,780,140    

The following represents policyholder account balances by range of guaranteed minimum crediting rates, as well as the related range of the difference between rates being credited to policyholders and the respective guaranteed minimums:

 

84


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

11. Insurance Liabilities (continued)

 

         December 31, 2025  
         (in thousands)  
   

Range of guaranteed minimum

   At
guaranteed
minimum
     1 basis
point - 50
basis points
above
     51 basis
point - 150
basis points
above
     Greater than
150 basis
points above
     Total  

Fixed

  <1.0%    $ —       $ —       $ —       $ —       $ —   

Index

  1.0% – <2.0%      579,936        2,827,202        7,832,299        18,493,584        29,733,021  

Annuity

  2.0% and greater      —         —         —         —         —   
    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

(Index)

  Total      579,936        2,827,202        7,832,299        18,493,584        29,733,021  
    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Fixed

  <1.0%      —         —         24,218        232,306        256,524  

Index

  1.0% – <2.0%      5,574        106,205        1,693,028        639,796        2,444,603  

Annuity

  2.0% and greater      84,431        763        341,556        1,148,422        1,575,172  
    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

(Fixed)

  Total      90,005        106,968        2,058,802        2,020,524        4,276,299  
    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Fixed

  <1.5%      23,525        9,303        205,588        1,870,050        2,108,466  

Annuity

  1.5% – <3.0%      194,739        6,028        235,936        4,530,306        4,967,009  
  3.0% and greater      268,836        23,110        33,981        1,591,563        1,917,490  
    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
  Total      487,100        38,441        475,505        7,991,919        8,992,965  
    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Variable

  <3.0%      1,397        5,458        55,020        60,142        122,017  

Annuity

  3.0% – <6.0%      989,972        310,549        114,377        —         1,414,898  
  6.0% and greater      —         —         —         —         —   
    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
  Total    $ 991,369      $ 316,007      $ 169,397      $ 60,142      $ 1,536,915  
    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

85


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

11. Insurance Liabilities (continued)

 

         December 31, 2024  
         (in thousands)  
    Range of guaranteed minimum    At guaranteed
minimum
     1 basis point
- 50 basis
points above
     51 basis point
- 150 basis
points above
     Greater than
150 basis
points above
     Total  

Fixed Index Annuity (Index)

 

<1.0%

   $ —       $ —       $ —       $ —       $ —   
 

1.0% – <2.0%

     741,360        3,641,442        8,315,307        13,355,817        26,053,926  
 

2.0% and greater

     —         —         —         —         —   
    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
 

Total

     741,360        3,641,442        8,315,307        13,355,817        26,053,926  
    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Fixed Index Annuity (Fixed)

 

<1.0%

     —         —         48,434        285,747        334,181  
 

1.0% – <2.0%

     18,985        127,575        1,737,487        639,759        2,523,806  
 

2.0% and greater

     91,944        180        230,384        829,714        1,152,222  
    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
 

Total

     110,929        127,755        2,016,305        1,755,220        4,010,209  
    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Fixed Annuity

 

<1.5%

     28,210        10,459        401,238        2,460,037        2,899,944  
 

1.5% – <3.0%

     230,102        32,833        110,573        3,265,539        3,639,047  
 

3.0% and greater

     297,905        25,945        45,368        849,948        1,219,166  
    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
 

Total

     556,217        69,237        557,179        6,575,524        7,758,157  
    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Variable Annuity

 

<3.0%

     1,488        5,745        47,740        60,579        115,552  
 

3.0% – <6.0%

     1,061,714        340,718        115,331        —         1,517,763  
 

6.0% and greater

     17        —         —         —         17  
    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
 

Total

   $ 1,063,219      $ 346,463      $ 163,071      $ 60,579      $ 1,633,332  
    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

The Company has issued general account funding agreements of $528.6 million and $511.0 million at December 31, 2025 and 2024, respectively, which are classified as investment-type contracts. These liabilities consist of floating interest rate and fixed interest rate contracts. The balance of the general account funding agreements have call provisions that give the holder of the funding agreements the right to require the funding agreement be redeemed by the Company if certain adverse conditions occur.

In May 2021, the Company established a $2.0 billion program for a trust, Security Benefit Global Funding, to periodically issue funding agreement-backed notes. The program was relaunched and increased in size to $5.0 billion in July 2025. Security Benefit Global Funding is not an affiliate or related party of the Company. These notes are backed by funding agreements issued by the Company to the trust. The funding agreement liability had no carrying amount at December 31, 2025 and or December 31, 2024.

 

86


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

11. Insurance Liabilities (continued)

 

The following is a rollforward of the general account funding agreements within interest sensitive contract liabilities:

 

     General Account  
     Funding Agreements  
     (in thousands)  

Balance as of January 1, 2024

   $ 1,003,228  

Issuances

     525,000  

Interest

     17,320  

Maturities

     (1,034,224 ) 

Other payments

     (313 ) 
  

 

 

 

Balance as of December 31, 2024

     511,011  

Interest

     19,085  

Other payments

     (1,505 ) 
  

 

 

 

Balance as of December 31, 2025

   $ 528,591  
  

 

 

 

The following is a reconciliation of future policy benefits to the Consolidated Balance Sheets:

 

     December 31,  
     2025      2024  
     (in thousands)  

Payout annuities with life contingencies

   $ 141,731      $ 121,349  

Payout annuities with life contingencies, deferred profit liability

     3,279        3,598  

Whole life

     497,502        488,503  

Whole life, deferred profit liability

     1,346        1,036  
  

 

 

    

 

 

 

Liability for future policy benefits

   $ 643,858      $ 614,486  
  

 

 

    

 

 

 

 

87


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

11. Insurance Liabilities (continued)

 

The following is a rollforward by product of the liability for future policy benefits, excluding the deferred profit liability:

 

     Year ended December 31, 2025  
     Payout annuities
with life
contingencies
     Whole life      Total  
     (in thousands)  

Present value of expected net premiums

        

Balance at January 1, 2025

   $ —       $ 8,059      $ 8,059  
  

 

 

    

 

 

    

 

 

 

Balance at January 1, 2025 at original discount rate

     —         7,314        7,314  
  

 

 

    

 

 

    

 

 

 

Effect of changes in cash flow assumptions

     —         (227 )       (227 ) 

Effect of actual variances from expected experience

     —         (2,990 )       (2,990 ) 

Issuances

     23,561        —         23,561  

Interest accrual

     —         322        322  

Net premium collected

     (23,561 )       (192 )       (23,753 ) 

Other

     —         (241 )       (241 ) 
  

 

 

    

 

 

    

 

 

 

Balance at December 31, 2025 at original discount rate

     —         3,986        3,986  

Effect of changes in discount rate assumptions

     —         727        727  
  

 

 

    

 

 

    

 

 

 

Balance at December 31, 2025

   $ —       $ 4,713      $ 4,713  
  

 

 

    

 

 

    

 

 

 

Present value of expected future policy benefits

        

Balance at January 1, 2025

   $ 121,349      $ 496,561      $ 617,910  
  

 

 

    

 

 

    

 

 

 

Balance at January 1, 2025 at original discount rate

     124,383        475,108        599,491  
  

 

 

    

 

 

    

 

 

 

Effect of changes in cash flow assumptions

     —         (472 )       (472 ) 

Effect of actual experience to expected experience

     —         (4,812 )       (4,812 ) 

Issuances

     23,561        1        23,562  

Interest accrual

     7,395        26,787        34,182  

Benefit payments

     (14,789 )       (24,089 )       (38,878 ) 
  

 

 

    

 

 

    

 

 

 

Balance at December 31, 2025 at original discount rate

     140,550        472,523        613,073  

Effect of changes in discount rate assumptions

     1,181        29,692        30,873  
  

 

 

    

 

 

    

 

 

 

Balance at December 31, 2025

     141,731        502,215        643,946  
  

 

 

    

 

 

    

 

 

 

Liability for future policy benefits, excluding deferred profit liability at December 31, 2025

     141,731        497,502        639,233  

Reinsurance

     31,755        418,982        450,737  
  

 

 

    

 

 

    

 

 

 

Liability for future policy benefits, excluding deferred profit liability,net of reinsurance at December 31, 2025

   $ 109,976      $ 78,520      $ 188,496  
  

 

 

    

 

 

    

 

 

 

Weighted-average liability duration (in years)

     7.4        8.7     

 

88


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

11. Insurance Liabilities (continued)

 

Weighted-average interest accretion rate

     5.0        5.8  

Weighted-average current discount rate

     4.9        5.2  

Expected future gross premiums, undiscounted

   $ —       $ 72,628  

Expected future gross premiums, discounted

   $ —       $ 44,806  

Expected future benefit payments, undiscounted

   $ 213,556      $ 150,429  

 

89


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

11. Insurance Liabilities (continued)

 

     Year ended December 31, 2024  
     Payout annuities
with life
contingencies
     Whole life      Total  
     (in thousands)  

Present value of expected net premiums

        

Balance at January 1, 2024

   $ —       $ 9,430      $ 9,430  
  

 

 

    

 

 

    

 

 

 

Balance at January 1, 2024 at original discount rate

     —         8,289        8,289  
  

 

 

    

 

 

    

 

 

 

Effect of changes in cash flow assumptions

     —         (101 )       (101 ) 

Effect of actual variances from expected experience

     —         (610 )       (610 ) 

Issuances

     9,379        —         9,379  

Interest accrual

     —         413        413  

Net premium collected

     (9,379 )       (625 )       (10,004 ) 

Other

     —         (52 )       (52 ) 
  

 

 

    

 

 

    

 

 

 

Balance at December 31, 2024 at original discount rate

     —         7,314        7,314  
  

 

 

    

 

 

    

 

 

 

Effect of changes in discount rate assumptions

     —         745        745  
  

 

 

    

 

 

    

 

 

 

Balance at December 31, 2024

   $ —       $ 8,059      $ 8,059  
  

 

 

    

 

 

    

 

 

 

Present value of expected future policy benefits

        

Balance at January 1, 2024

   $ 121,828      $ 534,678      $ 656,506  
  

 

 

    

 

 

    

 

 

 

Balance at January 1, 2024 at original discount rate

     121,551        478,256        599,807  
  

 

 

    

 

 

    

 

 

 

Effect of changes in cash flow assumptions

     —         (151 )       (151 ) 

Effect of actual experience to expected experience

     —         (2,708 )       (2,708 ) 

Issuances

     9,379        1        9,380  

Interest accrual

     6,843        26,349        33,192  

Benefit payments

     (13,391 )       (26,639 )       (40,030 ) 
  

 

 

    

 

 

    

 

 

 

Balance at December 31, 2024 at original discount rate

     124,382        475,108        599,490  
  

 

 

    

 

 

    

 

 

 

Effect of changes in discount rate assumptions

     (3,033 )       21,454        18,421  
  

 

 

    

 

 

    

 

 

 

Balance at December 31, 2024

     121,349        496,562        617,911  
  

 

 

    

 

 

    

 

 

 

Liability for future policy benefits, excluding deferred profit liability at December 31, 2024

   $ 121,349      $ 488,503      $ 609,852  
  

 

 

    

 

 

    

 

 

 

Reinsurance

   $ 32,746      $ 409,940      $ 442,686  

Liability for future policy benefits, excluding deferred profit liability,net of reinsurance at December 31, 2024

   $ 88,603      $ 78,563      $ 167,166  

Weighted-average liability duration (in years)

     7.5        9.1     

Weighted-average interest accretion rate

     4.9        5.8     

Weighted-average current discount rate

     5.3        5.1     

Expected future gross premiums, undiscounted

   $ —       $ 79,565     

Expected future gross premiums, discounted

   $ —       $ 49,734     

Expected future benefit payments, undiscounted

   $ 194,383      $ 156,657     

 

90


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

11. Insurance Liabilities (continued)

 

The following is a summary of liability for future policy benefit remeasurement gains (losses) included within Interest sensitive contract and future policy benefits on the Consolidated Statements of Operations:

 

     December 31,  
     2025      2024  
     (in thousands)  

Reserves

     15,968        (1,770 ) 

Deferred profit liability

     (4 )       (269 ) 
  

 

 

    

 

 

 

Total remeasurement gains (losses)

   $ 15,964      $ (2,039 ) 
  

 

 

    

 

 

 

Market risk benefits

The following is a reconciliation of Market risk benefits to the Consolidated Balance Sheets. Market risk benefit assets are included in Other assets on the Consolidated Balance Sheets.

 

     Year ended December 31, 2025      Year ended December 31, 2024  
     Asset      Liability      Net Liability      Asset      Liability      Net Liability  
     (in thousands)      (in thousands)  

Fixed Index Annuity

   $ 24,256      $ 3,293,060      $ 3,268,804      $ 25,138      $ 2,986,826      $ 2,961,688  

Variable Annuity

     4,596        26,490        21,894        4,322        35,377        31,055  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 28,852      $ 3,319,550      $ 3,290,698      $ 29,460      $ 3,022,203      $ 2,992,743  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

91


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

11. Insurance Liabilities (continued)

 

The following is a rollforward of net market risk benefit liabilities by product:

 

     Year ended December 31, 2025  
     Fixed Index
Annuity
    Variable
Annuity
    Total  
     (in thousands)  

Balance at December 31, 2024

   $ 2,961,688     $ 31,055     $ 2,992,743  

Balance, beginning of period, before changes in instrument-specific credit risk

     3,102,718       32,254       3,134,972  

Derecognition - transitioned to payout

     (16,633 )      (1,014 )      (17,647 ) 

Decrements

     (95,096 )      1,253       (93,843 ) 

Issuances

     —       (25 )      (25 ) 

Interest accrual

     151,563       (2,836 )      148,727  

Attributed fees collected

     189,819       4,598       194,417  

Benefit payments

     (8,140 )      (4,070 )      (12,210 ) 

Effect of changes in interest rates

     52,471       (2,273 )      50,198  

Effect of changes in equity markets

     (114,483 )      (2,238 )      (116,721 ) 

Inforce updates and other

     137,777       (2,342 )      135,435  

Effect of changes in policyholder assumptions

     92,884       (103 )      92,781  

Balance, end of period, before changes in instrument-specific credit risk

     3,492,880       23,204       3,516,084  
  

 

 

   

 

 

   

 

 

 

Effect of changes in instrument-specific credit risk

     (224,076 )      (1,310 )      (225,386 ) 
  

 

 

   

 

 

   

 

 

 

Balance at December 31, 2025

     3,268,804       21,894       3,290,698  
  

 

 

   

 

 

   

 

 

 

Reinsurance

     —        (6,182 )      (6,182 ) 

Balance, net of reinsurance

   $ 3,268,804     $ 15,712     $ 3,284,516  

Net amount at risk

     6,856,795       133,186    

Weighted-average attained age of contract holders (in years)

     73.7       69.7    

 

92


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

11. Insurance Liabilities (continued)

 

     Year ended December 31, 2024  
     Fixed Index
Annuity
     Variable
Annuity
     Total  
     (in thousands)  

Balance at December 31, 2023

   $ 2,269,961      $ 62,235      $ 2,332,196  

Balance, beginning of period, before changes in instrument-specific credit risk

     2,591,418        66,304        2,657,722  

Derecognition - transitioned to payout

     (3,425 )       (1,728 )       (5,153 ) 

Decrements

     (101,940 )       (1,324 )       (103,264 ) 

Issuances

     —         (13 )       (13 ) 

Interest accrual

     163,837        (4,842 )       158,995  

Attributed fees collected

     191,830        4,675        196,505  

Benefit payments

     (6,005 )       (3,488 )       (9,493 ) 

Effect of changes in interest rates

     (197,298 )       (8,396 )       (205,694 ) 

Effect of changes in equity markets

     (65,831 )       (2,437 )       (68,268 ) 

Inforce updates and other

     195,847        3,037        198,884  

Effect of changes in policyholder assumptions

     332,125        (19,535 )       312,590  

Effect of changes in other assumptions

     2,159        —         2,159  
  

 

 

    

 

 

    

 

 

 

Balance, end of period, before changes in instrument-specific credit risk

     3,102,717        32,253        3,134,970  
  

 

 

    

 

 

    

 

 

 

Effect of changes in instrument-specific credit risk

     (141,029 )       (1,198 )       (142,227 ) 
  

 

 

    

 

 

    

 

 

 

Balance at December 31, 2024

     2,961,688        31,055        2,992,743  
  

 

 

    

 

 

    

 

 

 

Reinsurance

     —         (7,899 )       (7,899 ) 

Balance, net of reinsurance

   $ 2,961,688      $ 23,156      $ 2,984,844  

Net amount at risk

     6,871,748        163,697     

Weighted-average attained age of contract holders (in years)

     72.9        69.4     

Unlocking

As discussed in Note 1, significant assumptions are used in the calculation of the fixed index annuity embedded derivative, liability for future policy benefits, and market risk benefits. During 2025 and 2024, the Company performed its annual review of assumptions and updated certain assumptions to reflect emerging experience and expectations for future performance. In 2025,

 

93


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

11. Insurance Liabilities (continued)

 

revisions primarily related to policyholder behavior assumptions, including utilization rates for rider benefits and full surrender rate, resulting in an increase in embedded derivative of $0.7 million, a decrease in the liability for future policy benefits of $0.8 million, and an increase in MRB of $92.8 million; the combined impacts resulted in a decrease in Income before income tax expense, net of reinsurance, of $90.4 million. In 2024, revisions primarily related to policyholder behavior assumptions, including surrender patterns, rider utilization, and mortality assumptions for certain products, resulting in a decrease in embedded derivative of $36.5 million, a decrease in the liability for future policy benefits of $0.1 million, and an increase in MRB of $314.7 million; the combined impacts resulted in a decrease in Income before income tax expense, net of reinsurance, of $279.8 million. The updates were based on recent experience studies, industry data, and refinements to modeling methodologies.

12. Income Taxes

The Company is included in a consolidated Non-Life/Life federal income tax return filed by Eldridge Wealth Solutions, Inc. (“EWS”, previously Security Benefit Corporation). The Internal Revenue Service is currently examining the Company’s federal tax returns for tax years 2018 through 2019. There are no proposed adjustments. The Company is no longer subject to federal and state examinations by tax authorities for the years before 2018. The State of Florida completed its examination of SBLIC’s 2020 through 2022 Florida income tax returns, resulting in no adjustments.

Under a tax sharing agreement between EWS and certain of its related parties, EWS allocates income tax expenses and benefits to companies in the group generally based upon pro rata contribution of taxable income or operating losses. Through the tax sharing agreement with EWS, the Company had a payable to EWS of $9.0 million and $36.3 million at December 31, 2025 and 2024, respectively, for taxes, which is included in Other liabilities on the Consolidated Balance Sheets.

 

94


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

12. Income Taxes (continued)

 

SBLIC’s subsidiary, SARC, has a separate tax sharing agreement with EWS. Under the separate tax sharing agreement, SARC’s losses are benefited only to the extent SARC could otherwise utilize the losses on a stand-alone basis.

The provision for income taxes includes current federal and state income tax expense or benefit and deferred income tax expense or benefit due to temporary differences between the financial reporting and income tax bases of assets and liabilities.

As of December 31, 2025 and 2024, the Company had no gross unrecognized tax benefits. The Company recognizes interest and penalties related to unrecognized tax benefits in interest expense as a component of Other operating expenses in the Consolidated Statements of Operations. The Company recorded no interest expense for unrecognized tax benefits for the years ended December 31, 2025 and 2024.

The Company is subject to Corporate Alternative Minimum Tax (“CAMT”) due to being a member of a controlled group meeting the defined thresholds. This provision had no impact on the results of operations for years ended December 31, 2025, 2024, and 2023.

H.R.1, also referred to as the “One Big Beautiful Bill Act” (the “Tax Act of 2025”) was enacted into law on July 4, 2025. The Tax Act of 2025 does not have a material impact on the Company’s effective tax rate or deferred tax position.

Income tax expense consists of the following for the years ended:

 

     Year Ended December 31,  
     2025      2024      2023  
     (in thousands)  

Current income tax expense

   $ 210,024      $ 342,456      $ 309,268  

Deferred income tax (benefit) expense

     2,691        (94,620 )       (197,510 ) 
  

 

 

    

 

 

    

 

 

 

Income tax expense

   $ 212,715      $ 247,836      $ 111,758  
  

 

 

    

 

 

    

 

 

 

 

95


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

12. Income Taxes (continued)

 

The differences between reported income tax expense and the results from applying the statutory federal rate to income before income tax expense are as follows for the years ended:

 

     Year Ended December 31,  
     2025      2024      2023  
     (in thousands)  

Federal income tax expense computed at statutory rate

   $ 213,492      $ 252,545      $ 119,070  

Increases (decreases) in taxes resulting from:

        

Valuation allowance

     —         —         —   

Dividends received deduction

     (3,211 )       (4,167 )       (3,973 ) 

Changes in uncertain tax positions

     —         —         —   

Prior period adjustments

     603        40        (752 ) 

Tax exempt interest

     (1,139 )       (420 )       (381 ) 

Non-controlling interest

     2,957        (645 )       —   

Other (1)

     13        483        (2,206 ) 
  

 

 

    

 

 

    

 

 

 

Income tax expense

   $ 212,715      $ 247,836      $ 111,758  
  

 

 

    

 

 

    

 

 

 

 

(1) 

Includes state income taxes, nondeductible meals and entertainment, nondeductible dues and penalties, nondeductible lobbying expenses and other miscellaneous differences and adjustments.

 

96


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

12. Income Taxes (continued)

 

Net deferred income tax assets and liabilities consist of the following as of December 31:

 

     2025      2024  
     (in thousands)  

Deferred income tax assets:

     

Policyholder reserves

   $ 683,255      $ 506,789  

Net unrealized loss on derivatives

     42,918        40,984  

Net unrealized loss on investments

     —         43,946  

Credit carryover

     1,983        4,476  

Rider fee

     7,731        7,973  

Net operating loss carryforward

     78,569        93,432  
  

 

 

    

 

 

 

Total gross deferred income tax assets before valuation allowance

     814,456        697,600  

Less valuation allowance

     —         —   
  

 

 

    

 

 

 

Total deferred income tax assets

     814,456        697,600  

Deferred income tax liabilities:

     

Net unrealized gain on investments

     23,083        —   

Deferred policy acquisition costs and deferred sales inducements

     513,264        409,460  

Investments

     208,642        110,359  

Value of business acquired

     164,611        190,899  

Depreciation

     5,867        3,569  

Other

     16,281        14,555  
  

 

 

    

 

 

 

Total deferred income tax liabilities

     931,748        728,842  
  

 

 

    

 

 

 

Net deferred income tax liability

   $ (117,292 )     $ (31,242 ) 
  

 

 

    

 

 

 

The oldest credit carryover will expire in 2029 and relates to general business credits.

The Company’s deferred tax asset position includes $374.1 million of federal net operating loss carryforwards related to SARC losses which have no expiration date.

 

97


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

12. Income Taxes (continued)

 

The Company assesses the available positive and negative evidence surrounding the recoverability of the deferred income tax assets and applies its judgment in estimating the amount of valuation allowance necessary under the circumstances. The Company recorded no valuation allowance on deferred tax assets as of December 31, 2025 and 2024.

The realization of deferred tax assets related to unrealized loss on our available for sale fixed maturity securities is based on the the Company’s ability and intent to hold the securities for a period of time sufficient to allow for the recovery of the value.

 

98


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

13. Fair Value Measurements

Fair Value Hierarchy

In accordance with ASC 820, Fair Value Measurement (“ASC 820”), the Company groups its financial assets and liabilities measured at fair value in three levels based on the inputs and assumptions used to determine the fair value. The levels are as follows:

Level 1 – Valuations are based upon unadjusted quoted prices for identical instruments traded in active markets.

Level 2 – Valuations are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, model-based valuation techniques for which significant assumptions are observable in the market, and option pricing models using inputs observable in the market.

Level 3 – Valuations are generated from techniques that use significant assumptions not observable in the market. These unobservable assumptions reflect the Company’s assumptions that market participants would use in pricing the asset or liability. Valuation techniques include discounted cash flow models, spread-based models, and similar techniques, using the best information available in the circumstances.

Determination of Fair Value

Under ASC 820, the Company bases fair values on the price that would be received to sell an asset (exit price) or paid to transfer a liability in an orderly transaction between market participants at the measurement date. It is the Company’s policy to maximize the use of observable inputs and minimize the use of unobservable inputs when developing fair value measurements, in accordance with the fair value hierarchy in ASC 820.

 

99


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

13. Fair Value Measurements (continued)

 

Cash equivalents

Cash equivalents include highly liquid securities with an original maturity of 90 days or less and money market accounts. The cash equivalents based on quoted market prices are included in Level 1 assets. When quoted prices are not available, the Company utilizes an independent pricing service, and includes those cash equivalents in Level 2 assets.

Fixed maturity investments

The fair values of fixed maturity securities in an active and orderly market are largely determined by utilizing third party pricing services. The Company has regular interactions with pricing services and its investment advisors to understand the pricing methodologies used and to confirm the prices are utilizing observable inputs. The pricing methodologies will vary based on the asset class and include inputs such as estimated cash flows, reported trades, broker quotes, credit quality, industry and economic events. Fixed maturity investments with fair values obtained from pricing services, applicable market indices, or internal models with substantially observable inputs are included in Level 2.

The Company will obtain a broker quote or utilize an internal pricing model specific to the asset utilizing unobservable relevant inputs if the Company is not able to utilize observable inputs. These assets are included in Level 3.

Equity securities

Fair values of equity securities are determined using quoted prices in active markets for identical assets when available, which are included in Level 1. When quoted prices are not available, the Company utilizes internal valuation methodologies appropriate for the specific asset that use observable inputs such as underlying share prices; therefore, the assets are included in Level 2. Fair values might also be determined using broker quotes or through the use of internal models or analysis that incorporates significant assumptions deemed appropriate given the circumstances and consistent with what other market participants would use when pricing such securities. These assets are included in Level 3.

 

100


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

13. Fair Value Measurements (continued)

 

Short-term investments

Fair values of short-term investments are determined using broker quotes or through the use of internal models or analysis that incorporate significant assumptions deemed appropriate given the circumstances and consistent with what other market participants would use when pricing such investments. These assets are included in Levels 2 or 3, depending on the observability of the inputs.

Call options, currency forwards, swaps, and futures

Certain fair values of call options are valued with models that use market observable inputs, which are included in Level 2. Currency forwards with fair values obtained from pricing services with substantially observable inputs are included in Level 2. Swaps with fair values obtained from counterparties with substantially observable inputs are included in Level 2. Futures, swaps, and call options with fair values obtained from unadjusted quoted prices for identical instruments traded in active markets are included in Level 1.

Other invested assets

Certain other invested assets for which the fair value option was elected use inputs which are unobservable in the market and are included in Level 3.

Market risk benefits

Market risk benefits are valued with the use of inputs related to fees, assessments, and assumptions in determining the projected benefits in excess of the projected account balance. Judgment is required for both economic and actuarial assumptions, which can be either observable or unobservable, which impact future policyholder account growth. Market risk benefits are included in Level 3.

 

101


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

13. Fair Value Measurements (continued)

 

Embedded derivatives – reinsurance contracts

The fair value of the embedded derivative reinsurance contracts asset is calculated as described below, under the heading Embedded derivatives—fixed index annuity contracts, where the portion of the liability ceded is held as a reinsurance recoverable asset. These assets are included in Level 3.

The fair value of the embedded derivative reinsurance contracts liability is determined by the expected value of future index credits calculated using call option pricing with current market data and updated fund value allocations for policyholder balances. These liabilities are included in Level 3.

Separate account assets

Separate account assets include equity securities, investments in notes receivable and investments in partnerships. The fair value of the equity securities within the separate accounts is determined using quoted prices in active markets for identical assets and is reflected in Level 1. The fair value of the investments in private notes within the separate accounts was determined using internal pricing models using inputs unobservable in the market. The fair value for partnerships within the separate accounts was determined through the use of an external third party pricing specialist through the use of the market approach, income approach, and underlying assets approach. The investments in private notes and partnerships are reflected in Level 3.

 

102


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

13. Fair Value Measurements (continued)

 

Embedded derivatives – funds withheld liability

The Company estimates the fair value of the embedded derivative based on the change in the fair value of the assets supporting the funds withheld liability under the coinsurance funds withheld agreement. This liability is included in Level 3.

Embedded derivatives – fixed index annuity contracts

Fair values of the Company’s embedded derivative component of the fixed index annuity policy liabilities are determined by (i) projecting policy contract values and minimum guaranteed contract values over the expected lives of the contracts and (ii) discounting the excess of the projected contract value amounts at the applicable risk-free interest rates adjusted for the nonperformance risk related to those liabilities. The projections of policy contract values are based on the Company’s best estimate assumptions for future policy growth and future policy decrements. The Company’s best estimate assumptions for future policy growth include assumptions for the expected index credit on the next policy anniversary date derived from the fair values of the underlying call options purchased to fund such index credits and the expected costs of call options the Company will purchase in the future to fund index credits beyond the next policy anniversary. The projections of minimum guaranteed contract values include the same best estimate assumptions for policy decrements as were used to project policy contract values. These liabilities are included in Level 3.

Assets and Liabilities Measured and Reported at Fair Value

The following table presents categories measured at fair value on a recurring basis:

 

     December 31, 2025  
            Fair Value Hierarchy Level  
     Fair Value      Level 1      Level 2      Level 3  
     (in thousands)  

Assets:

           

Cash equivalents

   $ 15,881        15,881      $ —         —   

Fixed maturity investments:

           

U.S. Treasury securities and other U.S. government corporations and agencies

     287,519        —         287,519        —   

Obligations of government-sponsored enterprises

     832,594        —         832,594        —   

 

103


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

13. Fair Value Measurements (continued)

 

Corporate

     24,433,693        —        3,447,823        20,985,870  

Municipal obligations

     330,991        —        319,809        11,182  

Commercial mortgage-backed

     153,355        —         152,433        922  

Residential mortgage-backed

     11,772        —         11,772        —   

Collateralized debt obligations

     4,437        —         4,437        —   

Collateralized loan obligations

     8,561,709        —         5,830,641        2,731,068  

Redeemable preferred stock

     45,973        —         —         45,973  

Other asset backed

     5,342,280        —         558,675        4,783,605  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total fixed maturity investments, available for sale, including pledged securities (1)

     40,004,323        —         11,445,703        28,558,620  

Fixed maturity investments, trading:

           

U.S. Treasury securities and other U.S. government corporations and agencies

     5,024        —         5,024        —   

Obligations of government-sponsored enterprises

     —         —         —         —   

Corporate

     46,830        —         46,830        —   

Obligations of foreign governments

     —         —         —         —   

Municipal obligations

     2,135        —         2,135        —   

Commercial mortgage-backed

     7,562        —         7,562        —   

Residential mortgage-backed

     5,551        —         5,551        —   

Collateralized debt obligations

     —         —         —         —   

Collateralized loan obligations

     5,266        —         5,266        —   

Redeemable preferred stock

     —         —         —         —   

Other asset backed

     13,085        —         13,085        —   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total fixed maturity, trading investments

     85,453        —         85,453        —   

Equity securities:

           

Consumer

     692,739        101,744        298,241        292,754  

Mutual funds

     2,879        2,879        —         —   

Preferred stocks

     721,447        —         80,508        640,939  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total equity securities, including pledged securities (1)

     1,417,065        104,623        378,749        933,693  

Other invested assets

     249,629        —         —         249,629  

Short-term investments

     320,751        —         173,373        147,378  

Derivative assets:

           

Call options

     1,414,615        —         1,414,615        —   

Currency forwards and swaps

     61,514        —         61,514        —   

Interest rate swaps and total return swaps

     136,721        —         136,721        —   

Bond forwards

     2,758           2,758     

Futures

     178        178        —         —   

Other derivatives

     14        2        12        —   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total derivative assets

     1,615,800        180        1,615,620        —   

Market risk benefits

     5,983        —         —         5,983  

Embedded derivatives:

           

Reinsurance contracts

     1,689,988        —         —         1,689,988  

Funds withheld receivable

     (403 )       —         —         (403 ) 

Separate account assets

     6,804,874        3,458,074        —         3,346,800  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total assets

   $ 52,209,344      $ 3,578,758      $ 13,698,898      $ 34,931,688  
  

 

 

    

 

 

    

 

 

    

 

 

 

Liabilities:

           

Derivative liabilities:

           

Call options

   $ 19,468      $ —       $ 19,468      $ —   

Currency forwards and swaps

     153,103        —         153,103        —   

Interest rate swaps, foreign currency swaps, and total return swaps

     23,494        —         17,371        6,123  

Hedge accounting liability for MYGA product

     11,643        —         —         11,643  

Futures

     3,893        3,893        —         —   

Interest rate caps

     211        —         205        6  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total derivative liabilities

     211,812        3,893        190,147        17,772  

Market risk benefits

     3,319,550        —         —         3,319,550  

Embedded derivatives:

           

Funds withheld liability

     87,850        —         —         87,850  

Reinsurance contracts

     421,727        —         —         421,727  

Fixed index annuity contracts

     5,218,871        —         —         5,218,871  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total liabilities

   $ 9,259,810      $ 3,893      $ 190,147      $ 9,065,770  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

104


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

13. Fair Value Measurements (continued)

 

(1)

As of December 31, 2025, pledged securities fair values accounted for $59.7 million related to Fixed maturity investments, available for sale and $0.3 million related to Equity securities.

 

     December 31, 2024  
            Fair Value Hierarchy Level  
     Fair Value      Level 1      Level 2      Level 3  
     (unaudited)  
     (in thousands)  

Assets:

           

Cash equivalents

   $ 1,291,999      $ 1,291,999      $ —       $ —   

Fixed maturity investments:

           

U.S. Treasury securities and other U.S. government corporations and agencies

     7,015        —         7,015        —   

Obligations of government-sponsored enterprises

     659,472        —         659,472        —   

Corporate

     23,018,030        —         2,742,492        20,275,538  

Municipal obligations

     15,220        —         3,888        11,332  

Commercial mortgage-backed

     43,561        —         43,312        249  

Residential mortgage-backed

     21,170        —         21,170        —   

Collateralized debt obligations

     5,111        —         5,111        —   

Collateralized loan obligations

     11,045,266        —         7,630,322        3,414,944  

Redeemable preferred stock

     27,861        —         27,861        —   

Other asset backed

     2,070,134        —         542,650        1,527,484  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total fixed maturity investments

     36,912,840        —         11,683,293        25,229,547  

Fixed maturity investments: trading

     76,221        —         75,963        258  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total fixed maturity trading investments

     76,221        —         75,963        258  

Equity securities:

           

Consumer

     340,981        76,861        228,177        35,943  

Mutual funds

     5,115        5,115        —         —   

Preferred stocks

     645,610        —         312,169        333,441  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total equity securities

     991,706        81,976        540,346        369,384  

Other invested assets

     271,382        —         —         271,382  

Short-term investments

     91,020        —         91,020        —   

Derivative assets:

           

Call options

     1,020,039        —         1,020,039        —   

Currency forwards and swaps

     191,359        —         191,359        —   

Interest rate swaps and total return swaps

     42,218        39,572        2,093        553  

Futures

     325        325        —         —   

Other derivatives

     6        4        2        —   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total derivative assets

     1,253,947        39,901        1,213,493        553  

Market risk benefits

     5,532        —         —         5,532  

Embedded derivatives:

           

Reinsurance contracts

     1,240,395        —         —         1,240,395  

Funds withheld receivable

     (5,532 )       —         —         (5,532 ) 

Separate account assets

     6,416,351        3,374,151        —         3,042,200  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total assets

   $ 48,545,861      $ 4,788,027      $ 13,604,115      $ 30,153,719  
  

 

 

    

 

 

    

 

 

    

 

 

 

Liabilities:

           

Derivative liabilities:

           

Call options

   $ 12,059      $ —       $ 12,059      $ —   

Currency forwards and swaps

     64,403        —         64,403        —   

Interest rate swaps and total return swaps

     45,218        17,377        27,589        252  

 

105


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

13. Fair Value Measurements (continued)

 

Hedge accounting liability for MYGA product

     (47,236 )       —         —         (47,236 ) 

Futures

     6,915        6,915        —         —   

Interest rate caps

     2,470        —         2,470        —   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total derivative liabilities

     83,829        24,292        106,521        (46,984 ) 

Market risk benefits

     3,022,203        —         —         3,022,203  

Embedded derivatives:

           

Funds withheld liability

     (23,608 )       —         —         (23,608 ) 

Reinsurance contracts

     295,764        —         —         295,764  

Fixed index annuity contracts

     3,856,761        —         —         3,856,761  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total liabilities

   $ 7,234,949      $ 24,292      $ 106,521      $ 7,104,136  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

106


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

13. Fair Value Measurements (continued)

 

Changes in Level 3 Fair Value Measurements

The detail of the Level 3 purchases and issuances was as follows for the year ended December 31:

 

     2025  
     Purchases      Issuances      Total  
     (in thousands)  

Assets:

        

Fixed maturity investments, available for sale:

        

Corporate

   $ 8,410,533      $ 323,220      $ 8,733,753  

Municipal obligations

     2,598        —         2,598  

Collateralized loan obligations

     665,232        —         665,232  

Other asset backed

     4,585,104        270        4,585,374  

Redeemable preferred stock

     35,283        —         35,283  
  

 

 

    

 

 

    

 

 

 

Total fixed maturity investments, available for sale, including pledged securities

     13,698,750        323,490        14,022,240  

Equity securities:

        

Consumer

     556,753        —         556,753  

Preferred stocks

     134,552        —         134,552  
  

 

 

    

 

 

    

 

 

 

Total equity securities, including pledged securities

     691,305        —         691,305  

Short-term investments

     947,364        —         947,364  

Other invested assets

     64,598        —         64,598  
  

 

 

    

 

 

    

 

 

 

Total assets

   $ 15,402,017      $ 323,490      $ 15,725,507  
  

 

 

    

 

 

    

 

 

 

Liabilities:

        

Derivatives and embedded derivatives:

        

Reinsurance contracts

     —         281,418        281,418  

Fixed index annuity contracts

     —         910,968        910,968  
  

 

 

    

 

 

    

 

 

 

Total liabilities

   $ —       $ 1,192,386      $ 1,192,386  
  

 

 

    

 

 

    

 

 

 

 

107


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

13. Fair Value Measurements (continued)

 

     2024  
     Purchases      Issuances      Total  
     (in thousands)  

Assets:

        

Fixed maturity investments:

        

Corporate

   $ 10,587,181      $ 410,986      $ 10,998,167  

Municipal obligations

     250        —         250  

Collateralized loan obligations

     490,734        —         490,734  

Other asset backed

     47,395        5,150        52,545  
  

 

 

    

 

 

    

 

 

 

Total fixed maturity investments

     11,125,560        416,136        11,541,696  

Equity securities:

        

Consumer

     27,602        —         27,602  

Preferred stock

     50,000        —         50,000  
  

 

 

    

 

 

    

 

 

 

Total equity securities

     77,602        —         77,602  

Other invested assets

     156,273        —         156,273  

Short-term investments

     4,469        —         4,469  
  

 

 

    

 

 

    

 

 

 

Total assets

   $ 11,363,904      $ 416,136      $ 11,780,040  
  

 

 

    

 

 

    

 

 

 

Liabilities:

        

Derivatives and embedded derivatives:

        

Fixed index annuity contracts

   $ —       $ 219,727      $ 219,727  

Reinsurance derivative liability

     —         914,999        914,999  
  

 

 

    

 

 

    

 

 

 

Total liabilities

   $ —       $ 1,134,726      $ 1,134,726  
  

 

 

    

 

 

    

 

 

 

 

108


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

13. Fair Value Measurements (continued)

 

Transfers

Transfers into and out of Level 3 of assets and liabilities measured at fair value was as follows for the year ended December 31:

 

     2025  
     Transfers out
of Level 2 into
Level 3
     Transfers out
of Level 3 into
Level 2
 
     (in thousands)  

Assets:

     

Fixed maturity investments, available for sale:

     

Corporate

   $ 348,651      $ (1,217 ) 

Commercial mortgage-backed

     650        —   

Collateralized loan obligations

     728,540        —   

Other asset backed

     118,413        (1,783 ) 

Redeemable preferred stock

     27,862        —   
  

 

 

    

 

 

 

Total fixed maturity investments, available for sale, including pledged securities

     1,224,116        (3,000 ) 

Equity securities:

     

Consumer

     2        —   

Preferred stocks

     200,709        —   
  

 

 

    

 

 

 

Total equity securities, including pledged securities

     200,711        —   
  

 

 

    

 

 

 

Total asset transfers

   $ 1,424,827      $ (3,000 ) 
  

 

 

    

 

 

 

 

109


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

13. Fair Value Measurements (continued)

 

Transfers into and out of Level 3 of assets and liabilities measured at fair value for the year ended December 31, 2024 are as follows:

 

     2024  
     Transfers out
of Level 2 into
Level 3
     Transfers out
of Level 3 into
Level 2
 
     (in thousands)  

Assets:

     

Fixed maturity investments:

     

Corporate

   $ 710,889      $ —   

Collateralized loan obligations

     32,680        —   
  

 

 

    

 

 

 

Total fixed maturity investments

   $ 743,569      $ —   
  

 

 

    

 

 

 

Equity securities:

     

Preferred stock

     175,839        (195,769 ) 
  

 

 

    

 

 

 

Total equity securities

   $ 175,839      $ (195,769 ) 
  

 

 

    

 

 

 

Other invested assets

     —         (97,822 ) 
  

 

 

    

 

 

 

Total assets

   $ 919,408      $ (293,591 ) 
  

 

 

    

 

 

 

The majority of the assets transferred into Level 3 during 2025 and 2024 was due to the inability to obtain a price from a recognized third party pricing vendor or due to changes in the observability of inputs or valuation techniques. The majority of assets transferred out of Level 3 during 2025 and 2024 was due to the ability to obtain a price from a recognized third party pricing vendor or due to changes in the observability of inputs or valuation techniques.

Quantitative Information about Level 3 Fair Value Measurements

The following table provides quantitative information about the significant unobservable inputs used for fair value measurements categorized within Level 3, excluding assets and liabilities for which significant unobservable inputs primarily consist of those valued using broker quotes.

 

     As of December 31, 2025
     Assets / Liabilities
Measured at Fair Value
     Valuation Technique(s)      Unobservable Input Description      Input/Range of Inputs
[Weighted-Average](4)
     (in thousands)

Assets:

           

Fixed maturity investments:

           

Corporate

   $ 16,730,869        Discount Model        Credit Spread      0 - 2,408 [268]
bps
     739,231        Discount Model        Credit Spread, discount rate      333 -
642 [424] bps, 9%
- 19% [11%]

 

110


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

13. Fair Value Measurements (continued)

 

    63,668     Underlying Pricing Model,

waterfall model

  Market Value of Underlying Investments,

CFs

  90.5; 449.3
    4,465     Spread Duration   Credit Spread, recovery rate   345 - 345 [345] bps
    205,561     Black Scholes   Credit Spread, Volatility, Stock Price   1,547.8, 25.9, 0
    13,343     Discounted Cash Flow   Discount Rate   5.4% - 10.1% [10.1%]

Collateralized loan obligations

    2,026,282     Discount Model   Credit Spread   141 - 1035 [250] bps
    52,646     Residual Equity   Residual Equity   2,723 - 20,787,313 [17,131,483]

Other asset backed

    916,612     Discount Model   Credit Spread   0 - 479 [28] bps
    395,217     Discount Model   Discount Margin   162 - 214 [184] bps
    28,400     Discount Model   Discount Rate   4.37%
    19,989     Spread Duration   Credit Spread   118 - 118 [118] bps
    48,338     Residual Equity and DCF   Residual Equity, Discount Rate   50,334,352.8, 0.1
 

 

 

       

Total fixed maturity investments

    21,244,621        

Equity securities:

       

Equity securities - Financial

    25,178     Market Comparables   Price to Adjusted Fund From Operations
Multiple, Cap Rate Method
  13.62x, 5.8%
    12,281     Cost Valuation   Cost spent to date, principal balance   362,487,563.77
    15,057     Discount Model   Credit Spread   2,493 - 3,913 [3,188] bps
    68,657     Market Comp   P/B ratio   .765x
 

 

 

       

Total equity securities

    121,173        

Funds withheld receivable

    (403 )    See Note (1)    

Embedded derivatives - reinsurance contracts

    1,689,988     See FIA contracts below    

Market risk benefits

    5,983     See Market risk benefits
below
   

Separate account assets

    3,346,800     Revenue Multiples   Projected Revenues  
    See Note (3)    
 

 

 

       

Total assets

  $ 26,408,162     See Note (2)    
 

 

 

       

Liabilities:

       

Derivatives and embedded derivatives:

       

Interest rate swaps and total return swaps

  $ 6,123     See Note (4)    

Interest rate caps

    6     See Note (4)    

Market risk benefits

    3,319,550     Stochastic Discounted
Cash Flow
  Own credit spread   1.57%
      Discount rate risk margin   5%

Hedge accounting liability for

       

MYGA product

    11,643     See Note (1)    

Funds withheld liability

    87,850     See Note (1)    

Reinsurance contracts

    421,727     Expected value of future
index credits
   

Fixed index annuity contracts

    5,218,871     Discounted Cash Flow   Own credit spread   1.57%
      Risk margin   0.06% - 0.30%
 

 

 

       

Total liabilities

  $ 9,065,770        
 

 

 

       

 

111


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

13. Fair Value Measurements (continued)

 

     As of December 31, 2024  
     Assets / Liabilities
Measured at Fair Value
     Valuation Technique(s)     Unobservable Input Description      Input/Range of Inputs
[Weighted-Average](4)
 
     (in thousands)  

Assets:

          

Fixed maturity investments:

          

Corporate

   $ 14,835,319        Discount Model       Credit Spread        0 - 2,120.2 [294.5] bps  
     66,563        Underlying Pricing Model, Waterfall Model      
Market Value of Underlying Investments,
CFs
 
 
  
     688,867        Spread Duration       Credit Spread        0 - 1,164.5 [432.8] bps
     167,503        Black Scholes       Credit Spread, Volatility, Stock Price     
     73,998        Discount Model       Discount Rate        6.3% - 11.4%  

Collateralized loan obligations

     3,298,407        Discount Model       Credit Spread        152.0 - 1,200.0 (250.9) bps  
     63,667        Residual Equity       Residual Equity        28,005,814.16  

Other asset backed

     911,107        Discount Model       Credit Spread        0 - 517.0 (163.9) bps  
     28,184        Discount Model       Discount Rate        4.68%  
     24,022        Underlying Pricing Model      
Market Value of Underlying Investments,
CFs
 
 
  
     19,979        Spread Duration       Credit Spread        113 bps  
  

 

 

         

Total fixed maturity investments

     20,177,616          

Equity securities:

          

Equity securities - Financial

     25,472        Market Comparables      

Price/Adjusted Funds from Operations

Multiple and Cap Rate Method

 

 

     16.35x 5.2%  
     5,678        Black Scholes       Volatility        244.00  

Preferred stock

     15,059        Discount Model       Credit Spread        2,342.9-3,295.9 [2,749.5] bps
     72,879        Market Comparables       Price, Market Cap, P/B ratio        .81x  
  

 

 

         

Total equity securities

     119,088          

Interest rate swaps and total return swaps

     553        See Note (4)       

Funds withheld receivable

     (5,532 )       See Note (1)       

Embedded derivatives—reinsurance contracts

     1,241,785        See FIA contracts below       

Market risk benefits

     5,532        See Market risk benefits below       

Separate account assets

     3,042,200        Revenue Multiples       Projected Revenues     
        See Note (3)       
  

 

 

         

Total assets

   $ 24,581,242        See Note (2)       
  

 

 

         

Liabilities:

          

Market risk benefits

   $ 3,022,203        Stochastic Discounted Cash Flow       Own credit spread        1.4%  
          Discount rate risk margin        5%  

Embedded derivatives:

          

Interest rate swaps and total return swaps

     252        See Note (4)       

Hedge accounting MYGA products

     (47,236 )       See Note (1)       

Funds withheld liability

     (23,608 )       See (1) below       

Reinsurance contracts

     295,764        Expected value of future index credits       

Fixed index annuity contracts

     3,856,761        Discounted Cash Flow       Own credit spread        1.4%  
          Risk margin        0.06% - 0.30%  
  

 

 

         

Total liabilities

   $ 7,104,136          
  

 

 

         

 

(1)

Equal to the net unrealized gains or losses on the underlying assets held in trust to support the funds withheld liability.

(2)

The tables above exclude certain securities for which the fair value of $8,523.5 million and $5,573.9 million as of December 31, 2025 and 2024, respectively, was based on non-binding broker quotes.

(3)

Separate account investments in partnerships for which the fair value as of December 31, 2025 and 2024 was determined through a third party valuation of the fair value of the underlying investments.

(4)

Unobservable inputs were weighted by the relative fair value of the instruments.

 

112


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

13. Fair Value Measurements (continued)

 

Market comparable discount rates are used as the base rate in the discounted cash flows used to determine the fair value of certain assets. Increases or decreases in the credit spreads on the comparable assets could cause the fair value of assets to significantly decrease or increase, respectively. Additionally, the Company may adjust the base discount rate or the modeled price by applying an illiquidity premium given the highly structured nature of certain assets. Increases or decreases in this illiquidity premium could cause significant decreases or increases, respectively, in the fair value of the asset.

Increases or decreases in market volatilities could cause significant increases or decreases, respectively, in the fair value of market risk benefits and fixed index annuity contract embedded derivative. Long duration interest rates are used as the mean return when projecting the growth in the value of associated account value. The amount of claims will increase if account value is not sufficient to cover guaranteed withdrawals.

Increases or decreases in risk free rates could cause the fair value of market risk benefits and fixed index annuity contract embedded derivatives to significantly decrease or increase, respectively. Increases or decreases in the Company’s credit risk, which impacts the rates used to discount future cash flows, could significantly decrease or increase, respectively, the fair value of market risk benefits and embedded derivatives. All of these changes in fair value would impact Net income, except the change in fair value of market risk benefits related to credit risk which goes through Other comprehensive income.

Increases or decreases in market volatilities of the underlying assets supporting the funds withheld liability could cause significant increases or decreases, respectively, in the fair value of the embedded derivatives.

 

113


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

14. Commitments and Contingencies

In connection with the Company’s investments in certain limited partnerships, the Company committed to invest additional capital of $470.7 million, of which $120.8 million was with related parties, at December 31, 2025, as required by the general partner compared to $493.9 million and $7.9 million at December 31, 2024. The Company had committed up to $10,070.6 million and $3,934.9 million in unfunded bridge loans, unfunded revolvers, and other private investments, of which $3,590.5 million and $1,762.0 million is with related parties or securitizations in which related parties act as collateral managers, as of December 31, 2025 and December 31, 2024 respectively. The portion of the total unfunded commitments that are considered to be on-demand funding obligations not controlled by the Company or its affiliated parties was $5,668.3 million as of December 31, 2025. As per the Company’s Liquidity Guidelines, the Company maintains sufficient liquidity capacity to fund the segment of the total unfunded commitments that are considered to be on-demand funding obligations not controlled by the Company or its affiliated parties.

Other legal and regulatory matters: SBLIC is a defendant in a putative class action, Ella Clinton, et al., v. Security Benefit Life Insurance Company, initially filed in the United States District Court, Southern District of Florida, on November 20, 2019. A First Amended Class Action Complaint (“FAC”) that includes additional named plaintiffs and causes of action was filed on January 21, 2020. The action was transferred to the United States District Court, District of Kansas. The allegations of the FAC arise out of the marketing and sale of SBLIC’s leading FIA products at the time. In their FAC, Plaintiffs assert claims for violation of the federal Racketeer Influenced and Corrupt Organizations Act, violations of California’s, Illinois’, and Arizona’s respective unfair competition, consumer fraud, and/or deceptive business practices acts, and common law fraud under the laws of Florida, California, Illinois, and Arizona. SBLIC’s motion to dismiss was granted by the District Court on February 12, 2021, but the dismissal was reversed by the United States Court of Appeals for the Tenth Circuit on March 28, 2023 in a split decision, and SBLIC’s request for a rehearing en banc was denied. The Tenth Circuit’s decision to reverse and remand the case was not based on the merits of any issue; on the contrary, the applicable Federal Rules of Civil Procedure required the Court to assume the truth of Plaintiffs’ allegations and to view the facts in a light most favorable to Plaintiffs. The issues will be decided on an evidentiary record established at the District Court level. On November 20, 2023, SBLIC filed its Answer and Affirmative Defenses to the FAC, and the parties thereafter commenced discovery.

 

114


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

14. Commitments and Contingencies (continued)

 

On June 13, 2025, the parties substantially completed discovery, and Plaintiffs filed their Motion for Class Certification. On September 29, 2025, SBLIC filed its Opposition to Plaintiffs’ Motion for Class Certification and its motions to exclude Plaintiffs’ experts’ opinions. On December 15, 2025, Plaintiffs filed a reply in support of their Motion for Class Certification, as well as Oppositions to SBLIC’s motions to exclude Plaintiffs’ experts’ opinions. SBLIC filed replies in support of its motions to exclude, along with motions to strike and exclude Plaintiffs’ rebuttal expert declarations and a Motion for Leave to file a sur-reply in opposition to class certification with a proposed sur-reply attached, on February 13, 2026. On March 6, 2026, Plaintiffs filed their Opposition to SBLIC’s Motion for Leave to file a sur-reply. SBLIC filed a reply in support of its Motion for Leave to file a sur-reply on March 13, 2026. Briefing on all motions related to class certification and class certification experts is now complete. A date has not yet been set for a hearing on the Motion for Class Certification or SBLIC’s motions to exclude Plaintiffs’ experts’ opinions. Although potential liability is reasonably possible for SBLIC from this lawsuit, no reasonable estimate can be made at this time regarding the amount or range of any possible loss that may result. SBLIC believes that it has substantial defenses to the claims alleged and intends to continue to defend itself vigorously in the lawsuit.

In addition, the Company is periodically party to legal and arbitral proceedings and subject to complaints and the like, and is periodically examined by its regulators and may discuss certain subjects with its regulators that come up during such examinations or otherwise. Management currently does not believe that any of the foregoing matters in this paragraph will, alone or collectively, materially adversely affect the Company’s results of operations or financial condition. In addition, the Company is subject to extensive regulation by, among others, governmental authorities and the NAIC, and it is subject to the effects of periodic changes in laws, regulations, and other standards that apply to it.

 

115


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

14. Commitments and Contingencies (continued)

 

Line of credit with FHLB

At December 31, 2025, the Company has access to a $575.4 million line of revolving credit facility from the Federal Home Loan Bank of Topeka (FHLB). Overnight borrowings in connection with this line of credit bear interest at 0.25% over the Federal Funds rate (3.64% at December 31, 2025). The Company had no borrowings under this line of credit at December 31, 2025 and 2024. The amount of the line of credit is determined by the fair market value of the Company’s available collateral held by FHLB, primarily mortgage-backed securities and commercial mortgage loans, not already pledged as collateral under existing contracts as of December 31, 2025.

Surplus notes

The Company has outstanding surplus notes with a carrying value of $112.0 million and $113.2 million at December 31, 2025 and 2024, respectively, issued by SBLIC. The surplus notes consist of $100.0 million of 7.45% notes issued in October 2003 and maturing on October 1, 2033. The surplus notes were issued pursuant to Rule 144A under the Securities Act of 1933. The surplus notes have repayment conditions and restrictions, whereby each payment of interest or principal on the surplus notes may be made only with the prior approval of the Commissioner of the Kansas Department of Insurance (“Kansas Commissioner”) and only out of SBLIC surplus funds that the Kansas Commissioner determines to be available for such payment under the Kansas Insurance Code.

Future principal payments

At December 31, 2025, future principal payments for the years ending December 31 are as follows:

 

116


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

15. Debt (continued)

 

     Surplus
Notes
 
     (in thousands)  

2026

   $ —   

2027

     —   

2028

     —   

2029

     —   

2030

     —   

Thereafter

     100,000  
  

 

 

 

Total amount of future principal payments

   $ 100,000  
  

 

 

 

Interest expense as presented in the Consolidated Statements of Operations consisted of the following for the years ended:

 

     Year Ended December 31,  
     2025      2024      2023  
     (in thousands)  

Debt/notes payable:

        

Surplus note interest

   $ 6,258      $ 6,321      $ 6,381  

Debt from consolidated VIE interest

     11,100        103,459        98,592  

Note payable - SAILES 2, LLC interest

     —         52        14  
  

 

 

    

 

 

    

 

 

 

Total debt/notes payable interest

     17,358        109,832        104,987  

Repurchase agreement interest

     23,458        58,768        23,990  

Other interest

     41,321        43,425        29,191  
  

 

 

    

 

 

    

 

 

 

Total

   $ 82,137      $ 212,025      $ 158,168  
  

 

 

    

 

 

    

 

 

 

16. Related-Party Transactions

There are numerous transactions between the Company and entities related to the Company. Following are those the Company considers material (0.5% of total assets) that are not otherwise discussed (see Notes 1, 3, and 10). Transactions that are deemed to be immaterial (less than 0.5% of total assets) are not disclosed herein.

 

117


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

16. Related-Party Transactions (continued)

 

As of December 31, 2025 and 2024, the Company had investments in collateral loans of $13.8 billion and $12.6 billion, respectively, issued by related parties. These investments are included in Fixed maturities, available for sale on the Consolidated Balance Sheets, and are fully secured through the assets of each borrower. As of December 31, 2025 and 2024, $11.3 billion and $10.0 billion, respectively, of these loans were subject to cross-collateralization agreements and a separate master guaranty. Through the cross-collateralization agreements, the Company has the ability to exercise remedies against the assets of any related borrower to satisfy a loan in default. Under the master guaranty, collateral must be retained by the related party borrowers and certain of their parent entities, providing additional credit enhancement to the Company. No individual issuers were above 0.5% of assets threshold.

As of December 31, 2025 and 2024, the Company had the following investments in notes receivables with interest rates ranging from 4.8% to 8.5% and maturity dates ranging from February 2026 through December 2026. These investments are included in Notes receivable from related parties on the Consolidated Balance Sheets and are typically fully collateralized by assets of the debtor:

 

     December 31,  
     2025      2024  
     (in thousands)  

Mine Creek, LLC

   $ 1,125,000      $ —   

Winward Portfolio Trust, LLC

     797,000        —   

Holliday Park, LLC

     760,000        565,000  

Auburndale, LLC

     647,000        402,000  

Chain Bridge Opportunistic Funding Holdings, LLC

     567,000        119,000  

Nicodemus Place, LLC

     494,000        347,000  

 

118


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

16. Related-Party Transactions (continued)

 

As of December 31, 2025 and 2024, the Company had investments in commercial and residential mortgage loans with related parties in the amount of $2,836.8 million and $2,234.5 million, respectively. The Company had the following individually material investments in commercial and residential mortgage loans:

 

     December 31,  
     2025      2024  
     (in thousands)  

OBH HoldCo

   $ 1,745,258      $ 1,579,899  

As of December 31, 2025 and 2024, the Company had investments in joint ventures and partnerships of $1,266.0 million and $1,138.1 million, respectively, accounted for under the equity method pursuant to ASC 970-323-25-6. These equity method investments are considered to be with related parties.

SBL Holdings, Inc. (SBLH), the Company’s immediate parent, acquired an equity method investment in SkyRidge Cayman Holdings LLC, which is the ultimate parent company of SkyRidge Re Reinsurers (see Note 5). SBLIC entered into coinsurance with funds withheld reinsurance agreements to cede certain fixed annuity and fixed index annuity liabilities to the SkyRidge Re Reinsurers (see Note 10). SBLIC also entered into investment management agreements with the SkyRidge Re Reinsurers to manage their investments. As a result of these relationships, the SkyRidge Re Reinsurers are considered related parties for purposes of GAAP.

 

119


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

16. Related-Party Transactions (continued)

 

As of December 31, 2025 and 2024, the Company had total investments in securitizations in which related parties act as one or more of the collateral managers or sub-collateral managers of $3,111.2 million and $4,565.5 million, respectively. The repayment of these investments is provided by unrelated party assets and the Company does not have recourse to the related collateral manager or in the case of non-performance on the unrelated assets. These investments are included in Fixed maturities, available for sale and Short-term investments on the Consolidated Balance Sheets, aggregated at the issuer level. The Company had the following individually material investments in securitizations in which related parties act as on or more of the collateral managers or sub-collateral managers:

 

     December 31,  
     2025      2024  
     (in thousands)  

Binney Park Capital LLC

   $ 537,184      $ 525,280  

Shawnee 2025-1 LLC

     450,750        91,000  

Cedar Crest 2022-1, LLC

     425,307        745,620  

Cedar Crest 2021-2, LLC

     220,650        501,849  

Gage Park, LLC

     217,493        388,547  

Shawnee 2022-2 LLC

     196,962        455,188  

Cedar Crest 2021-1, LLC

     132,106        390,801  

 

120


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

16. Related-Party Transactions (continued)

 

As of December 31, 2025 and 2024, the Company had total investments in other related parties of $3,159.9 million and $3,720.8 million, respectively. These investments are included in Fixed maturity investments available for sale, Equity securities at fair value and Short-term investments on the Consolidated Balance Sheets. The Company had the following individually material investments in other related parties:

 

     December 31,  
     2025      2024  
     (in thousands)  

Crawford Park Capital, LLC

   $ 682,000      $ —   

American Media Productions, LLC

     371,503        349,911  

Cain Re LLC

     266,263        259,173  

Banner Creek Bridge, LLC

     —         684,000  

Laisah, LLC

     —         429,579  

Pursuant to an agreement effective January 1, 2017 (as amended effective November 1, 2020), the Company paid $165.0 million, $152.3 million, and $140.1 million for the years ended December 31, 2025, 2024 and 2023, respectively, to Eldridge Business Services, LLC for providing investment services and business development services related to investment strategy, asset origination, developing new and differentiated products, enhancing existing or developing new marketing and distribution strategies, and assisting in capital planning and rating agency support.

The Company has a portfolio of collateral loan obligations (“CLOs”) it owns, which portfolio is managed by Eldridge Structured Credit Advisors, LLC (previously, Panagram Structured Asset Management, LLC). The Company also invests in warehouses for CLOs and loan and mezzanine investment funds managed by related parties. The manager of the CLO is entitled to senior, subordinated and incentive management fees payable by the CLO issuer; in some cases, the manager of the warehouse entity is entitled to management fees payable by the warehouse entity and the manager of the fund is entitled to fees. The Company is not directly liable for such fees,

 

121


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

16. Related-Party Transactions (continued)

 

but, insofar as the Company directly or indirectly owns any portion of the most subordinate or residual tranche of a CLO or a warehouse entity or investment in a fund, the Company may be considered to bear the portion of such fees indirectly. The aggregate of such portions of such fees borne by the Company indirectly for periods in which any such manager was a related party were $0.7 million, $0.5 million, and $7.2 million for the years ended December 31, 2025, 2024 and 2023, respectively.

The Company paid fees of $247.1 million, $241.5 million and $223.9 million for the years ended December 31, 2025, 2024 and 2023, respectively, to SBBS for providing management and administrative services.

The Company received $0.0 million, $0.0 million, and $435.0 million in capital contributions from SBLH during 2025, 2024, and 2023 respectively. The Company paid $642.2 million, $855.0 million, and $350.0 million in dividends to SBLH during 2025 and 2024, and 2023, respectively.

The Company has noncontrolling interest of $92.1 million as a result of an investment transaction which consolidates within the Company with a minority interest held by EWS.

 

122


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

17. Statutory Financial Information and Regulatory Net Capital Requirements

The Company’s statutory-basis financial statements are prepared on the basis of accounting practices prescribed or permitted by the Kansas Department of Insurance and the Vermont Department of Financial Regulation, as applicable. Kansas and Vermont have adopted the National Association of Insurance Commissioners’ accounting practices and procedures manual of statutory accounting practices (“NAIC SAP”) as the basis of its statutory accounting practices. In addition, the Kansas Commissioner and the Vermont Commissioner have the right to prescribe or permit other specific practices that may deviate from NAIC SAP. Permitted statutory accounting practices encompass all accounting practices that are not prescribed; such practices may differ from state to state, may differ from company to company within a state, and may change in the future.

Effective July 1, 2019, the State of Kansas adopted a statute for eligible derivative assets that differ from NAIC SAP which allows SBLIC, to the extent the hedging program is and continues to be economically effective, to report the eligible derivative assets at amortized cost. Eligible derivative assets consist of call and put options used to hedge the fixed index annuity index credits. In addition, under NAIC SAP, the corresponding reserve liabilities that are hedged by the call and put options are calculated under Actuarial Guideline 35, whereas the statute allows the reserves to assume the market value of the eligible derivative assets associated with the current interest crediting periods to be zero. At the conclusion of each interest crediting period, interest credited is reflected in reserves as realized. In addition, effective December 31, 2016, the Kansas Commissioner granted SBLIC approval of a permitted practice to reset unassigned surplus to zero in accordance with SSAP No. 72—Surplus and Quasi-Reorganizations.

 

123


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

17. Statutory Financial Information and Regulatory Net Capital Requirements (continued)

 

The following table presents the impact of SBLIC’s permitted and prescribed practices as of December 31:

 

     2025      2024      2023  
     (in thousands)  

Net income

   $ 110,425      $ 245,834      $ 298,155  

Capital and surplus

     134,059        289,562        140,255  

Redundant statutory reserves relating to GLWB benefits on fixed index annuity contracts were ceded by SBLIC to SARC, an SBLIC subsidiary, in the amount of $546.4 million and $556.8 million as of December 31, 2025 and 2024, respectively. The assumed reserves on SARC were supported by an excess of loss receivable asset permitted by the Vermont Department of Financial Regulation which increased statutory capital and surplus for SARC by $457.3 million and $513.7 million as of December 31, 2025 and 2024, respectively. The permitted practice had no impact on SARC’s statutory net income.

SBLIC total adjusted capital, including surplus notes (see Note 15), was $8,203.8 million and $7,217.9 million at December 31, 2025 and 2024, respectively. Statutory net income of the insurance operations was $1,015.1 million, $1,181.8 million, and $1,202.5 million for the years ended December 31, 2025, 2024, and 2023, respectively.

Life insurance companies are subject to certain risk-based capital (“RBC”) requirements as specified by state law. The NAIC SAP has a standard formula for calculating RBC based on the risk factors relating to an insurance company’s capital and surplus, including asset risk, credit risk, underwriting risk, and business risk. State laws specify regulatory actions if any insurance company’s adjusted capital falls below certain levels, including the company action-level RBC and the authorized control-level RBC.

 

124


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

17. Statutory Financial Information and Regulatory Net Capital Requirements (continued)

 

The Company may not, without notice to the Kansas Commissioner and (A) the expiration of 30 days without disapproval by the Kansas Commissioner or (B) the Kansas Commissioner’s earlier approval, pay a dividend or distribution of cash or other property whose fair market value together with that of other dividends or distributions made within the preceding 12 months exceeds the greater of (1) 10% of its surplus as regards to policyholders as of the preceding December 31 or (2) the net gain from operations, not including realized capital gains, for the 12-month period ending on the preceding December 31. Any dividends paid must be paid from unassigned surplus.

SD is subject to the SEC Uniform Net Capital Rule (Rule 15c3-1 under the Securities Exchange Act of 1934). SD computes its net capital requirements under the basic method, which requires the maintenance of minimum net capital (greater of $25,000 or 6 2/3% of aggregated indebtedness) and requires that the ratio of aggregate indebtedness to net capital, both as defined, shall not exceed 15 to 1. Advances to related parties, dividend payments, and other equity withdrawals are subject to certain notification and other provisions of the SEC Uniform Net Capital Rule or other regulatory bodies.

At December 31, 2025, SD had net capital of $7.4 million, which was $7.0 million in excess of its required net capital of $0.4 million. SD claims exemption from Rule 15c3-3, which requires a reserve with respect to customer funds, pursuant to Paragraph (k)(2)(i) thereof. SD’s ratio of aggregate indebtedness to net capital was 0.77 to 1 at December 31, 2025.

18. Subsequent Events

Subsequent events have been evaluated through April 24, 2026, which is the date the financial statements were issued.

 

125


Security Benefit Life Insurance Company and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

18. Subsequent Events (continued)

 

Effective January 19, 2026, SBLIC, and Eldridge Credit Advisers, LLC (“ECA”) entered into an investment management agreement (the “ECA IMA”). ECA is a subsidiary of Eldridge Capital Management, LLC (“ECM”), which is a subsidiary of Eldridge, LLC, our indirect parent. Under the ECA IMA, ECA became the overall investment adviser to SBLIC with investment authority in various investment types and the ability to engage subadvisers. Personnel responsible for the Company’s investments were transferred to ECM or subsidiaries of ECM, with the exception of, among others, certain investment operations personnel. The transferred personnel will perform substantially the same functions at ECM, ECA or other subsidiaries of ECM as they did previously at the Company, subject to the oversight of, as applicable, the Board of Directors, its Investment Committee, and the newly established Conflicts Committee, the members of which include two independent advisory directors of SBLH.

In February 2026, the Company received a contribution of $600.0 million from SBLH.

The Company paid SBLH a $40.0 million ordinary cash dividend on March 31, 2026.

The Company declared a $170 million ordinary cash dividend on April 13, 2026 to be paid to SBLH in May 2026.

 

126


Exhibits and Financial Statement Schedules


Security Benefit Life Insurance Company and Subsidiaries

Exhibits and Financial Statement Schedules

Years Ended December 31, 2025, 2024 and 2023

Contents

 

Report of Independent Auditors on Schedules

     129  

Exhibits and Financial Statement Schedules

  

Schedule I - Summary of Investments Other Than Investments in Related Parties as of December 31, 2025

     130  

Schedule III - Supplementary Insurance Information for the years ended December 31, 2025, 2024 and 2023

     131  

Schedule IV - Reinsurance for the year ended December 31, 2025, 2024 and 2023

     132  


LOGO

Report of Independent Auditors

The Board of Directors

Security Benefit Life Insurance Company

We have audited the consolidated financial statements of Security Benefit Life Insurance Company and Subsidiaries (the Company) as of December 31, 2025 and 2024, and for each of the three years in the period ended December 31, 2025, and have issued our report thereon dated April 24, 2026 (included elsewhere in this Registration Statement). Our audits of the consolidated financial statements included the financial statement schedules listed in Item 24(a)(2) of this Registration Statement. These schedules are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s schedules, based on our audits.

In our opinion, the schedules present fairly, in all material respects, the information set forth therein when considered in conjunction with the consolidated financial statements.

/s/ Ernst & Young LLP

Kansas City, Missouri

April 24, 2026

 

2603-10001-CS   129  

A member firm of Ernst & Young Global Limited


Security Benefit Life Insurance Company and Subsidiaries

Schedule I - Summary of Investments

Other Than Investments in Related Parties

As of December 31, 2025

 

     December 31, 2025  
     Cost adjusted for
related party
     Value adjusted for
related party
     Amount at which
shown in the balance
sheet adjusted for
related party
 
     (in thousands)  

Securities available for sale:

        

Fixed maturity investments:

        

U.S. Treasury securities and other U.S. government corporations and agencies

   $ 282,127      $ 287,519      $ 287,519  

Obligations of government-sponsored enterprises

     820,280        832,594        832,594  

Corporate

     9,236,980        9,298,473        9,298,473  

Municipal obligations

     325,607        330,991        330,991  

Commercial mortgage-backed

     154,042        153,355        153,355  

Residential mortgage-backed

     12,616        11,772        11,772  

Collateralized debt obligations

     4,103        4,437        4,437  

Collateralized loan obligations

     6,162,333        6,188,701        6,188,701  

Redeemable preferred stock

     39,475        45,973        45,973  

Other asset backed

     3,853,311        3,856,444        3,856,444  
  

 

 

    

 

 

    

 

 

 

Total fixed maturity investments

   $ 20,890,874      $ 21,010,259      $ 21,010,259  
  

 

 

    

 

 

    

 

 

 

Equity securities:

        

Consumer

   $ 381,254      $ 465,632      $ 465,632  

Mutual funds

     3,115        2,879        2,879  

Preferred stocks

     186,953        182,597        182,597  
  

 

 

    

 

 

    

 

 

 

Total equity securities

   $ 571,322      $ 651,108      $ 651,108  
  

 

 

    

 

 

    

 

 

 

Securities Fair Value Option:

        

Fixed maturities

   $ 1,084,408      $ 1,069,141      $ 1,069,141  

Mortgage loans

     1,084,408        1,069,141        1,069,141  

Cash and cash equivalents

     2,131,843        2,131,843        2,131,843  

Short-term investments

     320,751        320,751        320,751  

Derivative assets

     1,541,359        1,541,359        1,541,359  
  

 

 

    

 

 

    

 

 

 
   $ 27,624,965      $ 27,793,602      $ 27,793,602  
  

 

 

    

 

 

    

 

 

 

See accompanying Report of Independent Auditors

 

130


Security Benefit Life Insurance Company and Subsidiaries

Schedule III - Supplementary Insurance Information

As of December 31, 2025 and 2024

 

     Deferred policy
acquisition cost
     Future policy
benefits, losses,
claims and loss
expenses
     Unearned
premiums
     Other policy
claims and
benefits

payable
        
     (in thousands)  

As of December 31, 2025:

              

Life, health, and annuity

   $ 1,715,755      $ 53,605,353      $ —       $ 7,544,982     

As of December 31, 2024:

              

Life, health, and annuity

     1,316,270        54,792,373        —         6,098,188     
     Premium
revenue
     Net investment
income
     Benefits,
claims, losses
and settlement
expenses
     Amortization
of deferred
policy
acquisition
costs
     Other
operating
expenses
 
     (in thousands)  

As of December 31, 2025:

              

Life, health, and annuity

   $ 257,374      $ 2,745,131      $ 1,875,261      $ 201,013      $ 496,839  

As of December 31, 2024:

              

Life, health, and annuity

     273,050        3,026,091        1,713,678        291,295        643,190  

See accompanying Report of Independent Auditors

 

131


Security Benefit Life Insurance Company and Subsidiaries

Schedule IV - Reinsurance

Years Ended December 31, 2025, 2024 and 2023

 

     December 31, 2025  
     Gross
amount
     Ceded to other
companies
     Assumed from
companies
     Net amount      Percent of amount
assumed to net
 
     (in thousands)  

Life insurance in force

   $ 1,554,577      $ 1,553,344      $ 426,186      $ 427,420        100 % 

Premiums:

              

Life insurance

     15,394        15,394        8,773        8,773        100 % 

Annuity

     7,685,970        2,241,025        8,245        5,453,190        0 % 

Accident and health insurance

     —         —         37        37        100 % 
  

 

 

    

 

 

    

 

 

    

 

 

    

Total premiums

   $ 7,701,364      $ 2,256,419      $ 17,055      $ 5,462,000        0 % 
  

 

 

    

 

 

    

 

 

    

 

 

    

 

     December 31, 2024  
     Gross
amount
     Ceded to other
companies
     Assumed from
companies
     Net amount      Percent of amount
assumed to net
 
     (in thousands)  

Life insurance in force

   $ 1,662,273      $ 1,655,611      $ 444,788      $ 451,450        99 % 

Premiums:

              

Life insurance

     16,289        16,289        9,748        9,748        100 % 

Annuity

     6,796,955        1,981,470        10,790        4,826,275        0 % 

Accident and health insurance

     —         —         45        45        100 % 
  

 

 

    

 

 

    

 

 

    

 

 

    

Total premiums

   $ 6,813,244      $ 1,997,759      $ 20,583      $ 4,836,068        0 % 
  

 

 

    

 

 

    

 

 

    

 

 

    

 

     December 31, 2023  
     Gross
amount
     Ceded to other
companies
     Assumed from
companies
     Net amount      Percent of amount
assumed to net
 
     (in thousands)  

Life insurance in force

   $ 1,739,427      $ 1,733,372      $ 474,049      $ 480,104        99 % 

Premiums:

              

Life insurance

     17,299        17,299        7,125        7,125        100 % 

Annuity

     6,721,795        2,475,021        10,292        4,257,066        0 % 

Accident and health insurance

     —         —         50        50        0 % 
  

 

 

    

 

 

    

 

 

    

 

 

    

Total premiums

   $ 6,739,094      $ 2,492,320      $ 17,467      $ 4,264,241        0 % 
  

 

 

    

 

 

    

 

 

    

 

 

    

 

132


FINANCIAL STATEMENTS

SBL Variable Annuity Account XI

Year Ended December 31, 2025

With Report of Independent Registered Public Accounting Firm


SBL Variable Annuity Account XI

Financial Statements

Year Ended December 31, 2025

Contents

 

Report of Independent Registered Public Accounting Firm

     1  

Audited Financial Statements

  

Statements of Net Assets

     3  

Statements of Operations and Change in Net Assets

     4  

Notes to Financial Statements

     9  

1. Organization and Significant Accounting Policies

     9  

2. Variable Annuity Contract Charges

     12  

3. Summary of Unit Transactions

     13  

4. Financial Highlights

     14  

5. Subsequent Events

     17  


Report of Independent Registered Public Accounting Firm

To the Board of Directors of Security Benefit Life Insurance Company

and Contract Owners of SBL Variable Annuity Account XI

Opinion on the Financial Statements

We have audited the accompanying statements of net assets of each of the subaccounts listed in the Appendix that comprise SBL Variable Annuity Account XI (the Separate Account), as of December 31, 2025 and the related statements of operations and change in net assets for each of the periods indicated in the Appendix, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of each subaccount as of December 31, 2025, the results of its operations and changes in its net assets for each of the periods indicated in the Appendix, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Separate Account’s management. Our responsibility is to express an opinion on each of the subaccounts’ 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 Separate Account 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 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 procedures included confirmation of securities owned as of December 31, 2025, by correspondence with the fund companies or their transfer agents, as applicable. 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. We believe that our audits provide a reasonable basis for our opinion.

/s/ Ernst & Young LLP

We have served as the Separate Account’s auditor since 1998.

Kansas City, Missouri

April 24, 2026

 

1


Appendix

Subaccounts comprising SBL Variable Annuity Account XI

 

Subaccounts

  

Statements of operations and changes in net assets

Goldman Sachs VIT Small Cap Equity Insights    For each of the two years in the period ended December 31, 2025
Goldman Sachs VIT Strategic Growth    For each of the two years in the period ended December 31, 2025
Invesco V.I. EVQ International Equity Fund    For each of the two years in the period ended December 31, 2025
Invesco V.I. Global Real Estate    For each of the two years in the period ended December 31, 2025
Janus Henderson VIT Research    For each of the two years in the period ended December 31, 2025
NAA All Cap Value Series    For each of the two years in the period ended December 31, 2025
NAA Large Cap Value Series    For each of the two years in the period ended December 31, 2025
NAA Smid-Cap Value Series    For each of the two years in the period ended December 31, 2025
NAA World Equity Income Series    For each of the two years in the period ended December 31, 2025
Neuberger Berman AMT Quality Equity Portfolio    For each of the two years in the period ended December 31, 2025
PIMCO VIT Real Return    For each of the two years in the period ended December 31, 2025
PIMCO VIT Total Return    For each of the two years in the period ended December 31, 2025
Rydex VIF Energy Services    For each of the two years in the period ended December 31, 2025
T. Rowe Price Mid-Cap Growth    For each of the two years in the period ended December 31, 2025

 

2


SBL Variable Annuity Account XI

Statements of Net Assets

December 31, 2025

 

Subaccount

   Number of
Shares
     Cost      Assets at
Market Value
     Net Assets      Units
Outstanding
     Unit
Values
 

Goldman Sachs VIT Small Cap Equity Insights

     33,965      $ 441,566      $ 485,018      $ 485,018        8,843      $ 54.83  

Goldman Sachs VIT Strategic Growth

     157,377        2,186,243        2,437,774        2,437,774        31,582        77.21  

Invesco V.I. EVQ International Equity Fund

     7,627        271,309        275,397        275,397        8,879        31.01  

Invesco V.I. Global Real Estate

     6,783        102,966        96,053        96,053        4,236        22.67  

Janus Henderson VIT Research

     10,109        413,626        619,065        619,065        6,632        93.33  

NAA All Cap Value Series

     49,741        1,463,406        1,482,279        1,482,279        15,671        94.62  

NAA Large Cap Value Series

     25,987        1,002,607        992,186        992,186        18,526        53.55  

NAA Smid-Cap Value Series

     7,896        530,720        484,975        484,975        8,877        54.79  

NAA World Equity Income Series

     48,280        621,060        726,607        726,607        16,456        44.17  

Neuberger Berman AMT Quality Equity Portfolio (a)

     13,294        367,899        569,262        569,262        8,074        70.49  

PIMCO VIT Real Return

     14,838        189,127        178,208        178,208        11,390        15.64  

PIMCO VIT Total Return

     29,799        308,193        281,597        281,597        18,771        15.01  

Rydex VIF Energy Services

     293        74,040        90,159        90,159        19,593        4.60  

T. Rowe Price Mid-Cap Growth

     129,406        3,639,150        3,390,445        3,390,445        26,234        129.17  

 

(a)

Name change. See Note 1.

 

The accompanying notes are an integral part of these financial statements.

3


SBL Variable Annuity Account XI

Statements of Operations and Change in Net Assets

Years Ended December 31, 2025 and 2024, Except as Noted

 

     Goldman Sachs
VIT Small Cap
Equity Insights
    Goldman Sachs
VIT Strategic
Growth
    Invesco V.I. EVQ
International
Equity Fund
 

Net assets as of December 31, 2023

   $ 375,149     $ 2,236,690     $ 277,006  
  

 

 

   

 

 

   

 

 

 

Investment income (loss):

      

Dividend distributions

     4,097       —        4,907  

Investment Expenses:

      

Mortality and expense risk and administrative charges

     (5,643 )      (33,684 )      (3,828 ) 
  

 

 

   

 

 

   

 

 

 

Net investment income (loss)

     (1,546 )      (33,684 )      1,079  
  

 

 

   

 

 

   

 

 

 

Increase (decrease) in net assets from operations:

      

Capital gain distributions

     33,875       180,791       1,459  

Realized capital gain (loss) on investments

     1,318       76,008       (293 ) 

Change in unrealized appreciation (depreciation)

     31,923       434,534       (3,710 ) 
  

 

 

   

 

 

   

 

 

 

Net gain (loss) on investments

     67,116       691,333       (2,544 ) 
  

 

 

   

 

 

   

 

 

 

Net increase (decrease) in net assets from operations

     65,570       657,649       (1,465 ) 
  

 

 

   

 

 

   

 

 

 

Contract owner transactions:

      

Variable annuity deposits

     722       18,200       10,942  

Terminations, withdrawals and annuity payments

     (5,818 )      (103,964 )      (27,886 ) 

Transfers between subaccounts, net

     (1,441 )      (317,971 )      2,574  
  

 

 

   

 

 

   

 

 

 

Increase (decrease) in net assets from contract transactions

     (6,537 )      (403,735 )      (14,370 ) 
  

 

 

   

 

 

   

 

 

 

Total increase (decrease) in net assets

     59,033       253,914       (15,835 ) 
  

 

 

   

 

 

   

 

 

 

Net assets as of December 31, 2024

   $ 434,182     $ 2,490,604     $ 261,171  
  

 

 

   

 

 

   

 

 

 

Investment income (loss):

      

Dividend distributions

     3,300       —        3,828  

Investment Expenses:

      

Mortality and expense risk and administrative charges

     (5,999 )      (31,826 )      (3,641 ) 
  

 

 

   

 

 

   

 

 

 

Net investment income (loss)

     (2,699 )      (31,826 )      187  
  

 

 

   

 

 

   

 

 

 

Increase (decrease) in net assets from operations:

      

Capital gain distributions

     37,558       370,279       16,992  

Realized capital gain (loss) on investments

     4,142       79,422       413  

Change in unrealized appreciation (depreciation)

     21,767       (55,582 )      20,074  
  

 

 

   

 

 

   

 

 

 

Net gain (loss) on investments

     63,467       394,119       37,479  
  

 

 

   

 

 

   

 

 

 

Net increase (decrease) in net assets from operations

     60,768       362,293       37,666  
  

 

 

   

 

 

   

 

 

 

Contract owner transactions:

      

Variable annuity deposits

     3,062       38,455       18,707  

Terminations, withdrawals and annuity payments

     (34,576 )      (442,326 )      (41,977 ) 

Transfers between subaccounts, net

     21,582       (11,252 )      (170 ) 
  

 

 

   

 

 

   

 

 

 

Increase (decrease) in net assets from contract transactions

     (9,932 )      (415,123 )      (23,440 ) 
  

 

 

   

 

 

   

 

 

 

Total increase (decrease) in net assets

     50,836       (52,830 )      14,226  
  

 

 

   

 

 

   

 

 

 

Net assets as of December 31, 2025

   $ 485,018     $ 2,437,774     $ 275,397  
  

 

 

   

 

 

   

 

 

 

 

 

The accompanying notes are an integral part of these financial statements.

4


SBL Variable Annuity Account XI

Statements of Operations and Change in Net Assets (continued)

Years Ended December 31, 2025 and 2024, Except as Noted

 

     Invesco V.I. Global
Real Estate
    Janus Henderson
VIT Research
    NAA All Cap
Value Series
 

Net assets as of December 31, 2023

   $ 100,348     $ 384,415     $ 1,261,939  
  

 

 

   

 

 

   

 

 

 

Investment income (loss):

      

Dividend distributions

     2,538       —        21,352  

Investment Expenses:

      

Mortality and expense risk and administrative charges

     (1,332 )      (6,191 )      (13,585 ) 
  

 

 

   

 

 

   

 

 

 

Net investment income (loss)

     1,206       (6,191 )      7,767  
  

 

 

   

 

 

   

 

 

 

Increase (decrease) in net assets from operations:

      

Capital gain distributions

     —        13,051       67,670  

Realized capital gain (loss) on investments

     (1,963 )      6,601       9,649  

Change in unrealized appreciation (depreciation)

     (2,110 )      111,627       26,690  
  

 

 

   

 

 

   

 

 

 

Net gain (loss) on investments

     (4,073 )      131,279       104,009  
  

 

 

   

 

 

   

 

 

 

Net increase (decrease) in net assets from operations

     (2,867 )      125,088       111,776  
  

 

 

   

 

 

   

 

 

 

Contract owner transactions:

      

Variable annuity deposits

     6,904       683       9,780  

Terminations, withdrawals and annuity payments

     (15,977 )      (909 )      (53,434 ) 

Transfers between subaccounts, net

     (16 )      22,456       48,300  
  

 

 

   

 

 

   

 

 

 

Increase (decrease) in net assets from contract transactions

     (9,089 )      22,230       4,646  
  

 

 

   

 

 

   

 

 

 

Total increase (decrease) in net assets

     (11,956 )      147,318       116,422  
  

 

 

   

 

 

   

 

 

 

Net assets as of December 31, 2024

   $ 88,392     $ 531,733     $ 1,378,361  
  

 

 

   

 

 

   

 

 

 

Investment income (loss):

      

Dividend distributions

     2,017       —        20,871  

Investment Expenses:

      

Mortality and expense risk and administrative charges

     (1,312 )      (7,807 )      (14,182 ) 
  

 

 

   

 

 

   

 

 

 

Net investment income (loss)

     705       (7,807 )      6,689  
  

 

 

   

 

 

   

 

 

 

Increase (decrease) in net assets from operations:

      

Capital gain distributions

     —        45,490       306,409  

Realized capital gain (loss) on investments

     (1,132 )      18,650       10,855  

Change in unrealized appreciation (depreciation)

     6,354       33,209       (167,652 ) 
  

 

 

   

 

 

   

 

 

 

Net gain (loss) on investments

     5,222       97,349       149,612  
  

 

 

   

 

 

   

 

 

 

Net increase (decrease) in net assets from operations

     5,927       89,542       156,301  
  

 

 

   

 

 

   

 

 

 

Contract owner transactions:

      

Variable annuity deposits

     6,914       3,758       16,021  

Terminations, withdrawals and annuity payments

     (13,017 )      (46,132 )      (42,137 ) 

Transfers between subaccounts, net

     7,837       40,164       (26,267 ) 
  

 

 

   

 

 

   

 

 

 

Increase (decrease) in net assets from contract transactions

     1,734       (2,210 )      (52,383 ) 
  

 

 

   

 

 

   

 

 

 

Total increase (decrease) in net assets

     7,661       87,332       103,918  
  

 

 

   

 

 

   

 

 

 

Net assets as of December 31, 2025

   $ 96,053     $ 619,065     $ 1,482,279  
  

 

 

   

 

 

   

 

 

 

 

The accompanying notes are an integral part of these financial statements.

 

5


SBL Variable Annuity Account XI

Statements of Operations and Change in Net Assets (continued)

Years Ended December 31, 2025 and 2024, Except as Noted

 

     NAA Large Cap
Value Series
    NAA Smid-Cap
Value Series
    NAA World Equity
Income Series
 

Net assets as of December 31, 2023

   $ 932,701     $ 504,696     $ 580,745  
  

 

 

   

 

 

   

 

 

 

Investment income (loss):

      

Dividend distributions

     17,337       6,870       16,239  

Investment Expenses:

      

Mortality and expense risk and administrative charges

     (10,103 )      (5,145 )      (6,129 ) 
  

 

 

   

 

 

   

 

 

 

Net investment income (loss)

     7,234       1,725       10,110  
  

 

 

   

 

 

   

 

 

 

Increase (decrease) in net assets from operations:

      

Capital gain distributions

     71,399       14,007       —   

Realized capital gain (loss) on investments

     9,619       4,571       7,553  

Change in unrealized appreciation (depreciation)

     27,412       18,112       45,142  
  

 

 

   

 

 

   

 

 

 

Net gain (loss) on investments

     108,430       36,690       52,695  
  

 

 

   

 

 

   

 

 

 

Net increase (decrease) in net assets from operations

     115,664       38,415       62,805  
  

 

 

   

 

 

   

 

 

 

Contract owner transactions:

      

Variable annuity deposits

     6,270       1,556       3,525  

Terminations, withdrawals and annuity payments

     (106,879 )      (53,307 )      (48,775 ) 

Transfers between subaccounts, net

     21,783       16,461       14,907  
  

 

 

   

 

 

   

 

 

 

Increase (decrease) in net assets from contract transactions

     (78,826 )      (35,290 )      (30,343 ) 
  

 

 

   

 

 

   

 

 

 

Total increase (decrease) in net assets

     36,838       3,125       32,462  
  

 

 

   

 

 

   

 

 

 

Net assets as of December 31, 2024

   $ 969,539     $ 507,821     $ 613,207  
  

 

 

   

 

 

   

 

 

 

Investment income (loss):

      

Dividend distributions

     15,420       5,410       13,109  

Investment Expenses:

      

Mortality and expense risk and administrative charges

     (9,531 )      (4,839 )      (6,654 ) 
  

 

 

   

 

 

   

 

 

 

Net investment income (loss)

     5,889       571       6,455  
  

 

 

   

 

 

   

 

 

 

Increase (decrease) in net assets from operations:

      

Capital gain distributions

     179,193       116,985       109,806  

Realized capital gain (loss) on investments

     16,421       2,345       10,428  

Change in unrealized appreciation (depreciation)

     (81,700 )      (90,434 )      2,181  
  

 

 

   

 

 

   

 

 

 

Net gain (loss) on investments

     113,914       28,896       122,415  
  

 

 

   

 

 

   

 

 

 

Net increase (decrease) in net assets from operations

     119,803       29,467       128,870  
  

 

 

   

 

 

   

 

 

 

Contract owner transactions:

      

Variable annuity deposits

     27,188       10,402       9,627  

Terminations, withdrawals and annuity payments

     (128,254 )      (72,113 )      (45,985 ) 

Transfers between subaccounts, net

     3,910       9,398       20,888  
  

 

 

   

 

 

   

 

 

 

Increase (decrease) in net assets from contract transactions

     (97,156 )      (52,313 )      (15,470 ) 
  

 

 

   

 

 

   

 

 

 

Total increase (decrease) in net assets

     22,647       (22,846 )      113,400  
  

 

 

   

 

 

   

 

 

 

Net assets as of December 31, 2025

   $ 992,186     $ 484,975     $ 726,607  
  

 

 

   

 

 

   

 

 

 

 

The accompanying notes are an integral part of these financial statements.

6


SBL Variable Annuity Account XI

Statements of Operations and Change in Net Assets (continued)

Years Ended December 31, 2025 and 2024, Except as Noted

 

     Neuberger Berman
AMT Quality
Equity

Portfolio (a)
    PIMCO VIT Real
Return
    PIMCO VIT Total
Return
 

Net assets as of December 31, 2023

   $ 383,235     $ 117,929     $ 418,295  
  

 

 

   

 

 

   

 

 

 

Investment income (loss):

      

Dividend distributions

     —        4,011       16,084  

Investment Expenses:

      

Mortality and expense risk and administrative charges

     (6,003 )      (2,012 )      (5,477 ) 
  

 

 

   

 

 

   

 

 

 

Net investment income (loss)

     (6,003 )      1,999       10,607  
  

 

 

   

 

 

   

 

 

 

Increase (decrease) in net assets from operations:

      

Capital gain distributions

     21,509       —        —   

Realized capital gain (loss) on investments

     11,736       (741 )      (13,541 ) 

Change in unrealized appreciation (depreciation)

     64,570       166       8,135  
  

 

 

   

 

 

   

 

 

 

Net gain (loss) on investments

     97,815       (575 )      (5,406 ) 
  

 

 

   

 

 

   

 

 

 

Net increase (decrease) in net assets from operations

     91,812       1,424       5,201  
  

 

 

   

 

 

   

 

 

 

Contract owner transactions:

      

Variable annuity deposits

     446       115       8,583  

Terminations, withdrawals and annuity payments

     (14,304 )      (4,145 )      (39,251 ) 

Transfers between subaccounts, net

     16,559       37,090       (31,256 ) 
  

 

 

   

 

 

   

 

 

 

Increase (decrease) in net assets from contract transactions

     2,701       33,060       (61,924 ) 
  

 

 

   

 

 

   

 

 

 

Total increase (decrease) in net assets

     94,513       34,484       (56,723 ) 
  

 

 

   

 

 

   

 

 

 

Net assets as of December 31, 2024

   $ 477,748     $ 152,413     $ 361,572  
  

 

 

   

 

 

   

 

 

 

Investment income (loss):

      

Dividend distributions

     —        5,539       10,914  

Investment Expenses:

      

Mortality and expense risk and administrative charges

     (6,903 )      (2,277 )      (3,649 ) 
  

 

 

   

 

 

   

 

 

 

Net investment income (loss)

     (6,903 )      3,262       7,265  
  

 

 

   

 

 

   

 

 

 

Increase (decrease) in net assets from operations:

      

Capital gain distributions

     32,336       —        —   

Realized capital gain (loss) on investments

     6,604       (328 )      (28,495 ) 

Change in unrealized appreciation (depreciation)

     25,531       6,995       39,877  
  

 

 

   

 

 

   

 

 

 

Net gain (loss) on investments

     64,471       6,667       11,382  
  

 

 

   

 

 

   

 

 

 

Net increase (decrease) in net assets from operations

     57,568       9,929       18,647  
  

 

 

   

 

 

   

 

 

 

Contract owner transactions:

      

Variable annuity deposits

     3,006       50       32,842  

Terminations, withdrawals and annuity payments

     (11,744 )      (2,579 )      (163,941 ) 

Transfers between subaccounts, net

     42,684       18,395       32,477  
  

 

 

   

 

 

   

 

 

 

Increase (decrease) in net assets from contract transactions

     33,946       15,866       (98,622 ) 
  

 

 

   

 

 

   

 

 

 

Total increase (decrease) in net assets

     91,514       25,795       (79,975 ) 
  

 

 

   

 

 

   

 

 

 

Net assets as of December 31, 2025

   $ 569,262     $ 178,208     $ 281,597  
  

 

 

   

 

 

   

 

 

 

 

(a)

Name change. See Note 1.

 

The accompanying notes are an integral part of these financial statements.

7


SBL Variable Annuity Account XI

Statements of Operations and Change in Net Assets (continued)

Years Ended December 31, 2025 and 2024, Except as Noted

 

     Rydex VIF Energy
Services
    T. Rowe Price Mid-
Cap Growth
 

Net assets as of December 31, 2023

   $ 74,518     $3,423,673    

Investment income (loss):

    

Dividend distributions

     —        —   

Investment Expenses:

    

Mortality and expense risk and administrative charges

     (983 )      (48,966 ) 
  

 

 

   

 

 

 

Net investment income (loss)

     (983 )      (48,966 ) 
  

 

 

   

 

 

 

Increase (decrease) in net assets from operations:

    

Capital gain distributions

     —        325,312  

Realized capital gain (loss) on investments

     3,860       21,294  

Change in unrealized appreciation (depreciation)

     (9,497 )      (31,629 ) 
  

 

 

   

 

 

 

Net gain (loss) on investments

     (5,637 )      314,977  
  

 

 

   

 

 

 

Net increase (decrease) in net assets from operations

     (6,620 )      266,011  
  

 

 

   

 

 

 

Contract owner transactions:

    

Variable annuity deposits

     7,202       37,400  

Terminations, withdrawals and annuity payments

     (12,846 )      (251,941 ) 

Transfers between subaccounts, net

     (8 )      48,840  
  

 

 

   

 

 

 

Increase (decrease) in net assets from contract transactions

     (5,652 )      (165,701 ) 
  

 

 

   

 

 

 

Total increase (decrease) in net assets

     (12,272 )      100,310  
  

 

 

   

 

 

 

Net assets as of December 31, 2024

   $ 62,246     $  3,523,983  
  

 

 

   

 

 

 

Investment income (loss):

    

Dividend distributions

     45       —   

Investment Expenses:

    

Mortality and expense risk and administrative charges

     (884 )      (45,814 ) 
  

 

 

   

 

 

 

Net investment income (loss)

     (839 )      (45,814 ) 
  

 

 

   

 

 

 

Increase (decrease) in net assets from operations:

    

Capital gain distributions

     —        427,798  

Realized capital gain (loss) on investments

     930       4,413  

Change in unrealized appreciation (depreciation)

     1,998       (320,038 ) 
  

 

 

   

 

 

 

Net gain (loss) on investments

     2,928       112,173  
  

 

 

   

 

 

 

Net increase (decrease) in net assets from operations

     2,089       66,359  
  

 

 

   

 

 

 

Contract owner transactions:

    

Variable annuity deposits

     7,184       48,697  

Terminations, withdrawals and annuity payments

     (9,189 )      (222,393 ) 

Transfers between subaccounts, net

     27,829       (26,201 ) 
  

 

 

   

 

 

 

Increase (decrease) in net assets from contract transactions

     25,824       (199,897 ) 
  

 

 

   

 

 

 

Total increase (decrease) in net assets

     27,913       (133,538 ) 
  

 

 

   

 

 

 

Net assets as of December 31, 2025

   $ 90,159     $ 3,390,445  
  

 

 

   

 

 

 

 

The accompanying notes are an integral part of these financial statements.

8


SBL Variable Annuity Account XI

Notes to Financial Statements

December 31, 2025

1. Organization and Significant Accounting Policies

SBL Variable Annuity Account XI (the Account) is a separate account of Security Benefit Life Insurance Company (SBL). The Account is an investment company as defined by Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 946. The Account follows the accounting guidance as outlined in ASC 946. The Account is registered as a unit investment trust under the Investment Company Act of 1940, as amended. As directed by the owners, amounts directed to each subaccount are invested in a designated mutual fund as follows:

 

Subaccount/Mutual Fund

   Class   

Investment Adviser

  

Sub-Adviser

Goldman Sachs VIT Small Cap Equity Insights    Institutional    Goldman Sachs Asset Management, LP    — 
Goldman Sachs VIT Strategic Growth    Institutional    Goldman Sachs Asset Management, LP    — 
Invesco V.I. EVQ International Equity Fund    Series I    Invesco Advisers, Inc    — 
Invesco V.I. Global Real Estate    Series I    Invesco Advisers, Inc    Invesco Asset Management Ltd
Janus Henderson VIT Research    Service    Janus Capital Management LLC    — 
NAA All Cap Value Series    —     Security Investors, LLC    — 
NAA Large Cap Value Series    —     Security Investors, LLC    — 
NAA Smid-Cap Value Series    —     Security Investors, LLC    — 
NAA World Equity Income Series    —     Security Investors, LLC    — 
Neuberger Berman AMT Quality Equity Portfolio    Class S    Neuberger Berman Investment Advisers LLC    — 
PIMCO VIT Real Return    Administrative    Pacific Investment Management Company, LLC    — 
PIMCO VIT Total Return    Administrative    Pacific Investment Management Company, LLC    — 
Rydex VIF Energy Services    —     Security Investors, LLC    — 
T. Rowe Price Mid-Cap Growth    —     T. Rowe Price Associates, Inc    T. Rowe Price Investment Management,Inc.

Fourteen subaccounts are currently offered by the Account, all of which had activity.

Under applicable insurance law, the assets and liabilities of the Account are clearly identified and distinguished from SBL’s other assets and liabilities. The portion of the Account’s assets applicable to the variable annuity contracts is not chargeable with liabilities arising out of any other business SBL may conduct.

 

9


SBL Variable Annuity Account XI

Notes to Financial Statements (continued)

1. Organization and Significant Accounting Policies (continued)

 

During the current year the following subaccount name change was made effective:

 

Date

  

New Name

  

Old Name

July 28, 2025    Neuberger Berman AMT Quality Equity Portfolio    Neuberger Berman AMT Sustainable Equity

Investment Valuation

Investments in mutual fund shares are carried in the Statements of Net Assets at market value (net asset value of the underlying mutual fund). Investment transactions are accounted for on the trade date. Realized capital gains and losses on sales of investments are determined based on the average cost of investments sold. The difference between cost and current market value of investments owned on the day of measurement is recorded as unrealized appreciation or depreciation of investments.

The cost of investment purchases and proceeds from investments sold for the year ended December 31, 2025 were as follows:

 

Subaccount

   Cost of Purchases      Proceeds from Sales  

Goldman Sachs VIT Small Cap Equity Insights

   $ 69,076      $ 44,149  

Goldman Sachs VIT Strategic Growth

     460,494        537,164  

Invesco V.I. EVQ International Equity Fund

     37,484        43,745  

Invesco V.I. Global Real Estate

     16,462        14,023  

Janus Henderson VIT Research

     91,531        56,058  

NAA All Cap Value Series

     348,750        88,035  

NAA Large Cap Value Series

     255,494        167,568  

NAA Smid-Cap Value Series

     140,912        75,669  

NAA World Equity Income Series

     151,459        50,668  

Neuberger Berman AMT Quality Equity Portfolio (a)

     77,638        18,259  

PIMCO VIT Real Return

     23,953        4,825  

PIMCO VIT Total Return

     75,088        166,445  

Rydex VIF Energy Services

     34,935        9,950  

T. Rowe Price Mid-Cap Growth

     538,001        355,914  

 

(a)

Name change. See Note 1. 

Market Risk

Each subaccount invests in shares of a single underlying fund. The investment performance of each subaccount will reflect the investment performance of the underlying fund less separate account expenses. There is no assurance that the investment objective of any underlying fund will be met. A fund calculates a daily net asset value per share (“NAV”) which is based on the market value of its investment portfolio. The amount of risk varies significantly between subaccounts. Due to the level of risk associated with certain investment portfolios, it is at least reasonably possible that changes in the values of investment portfolios will occur in the near term and that such changes could materially affect contractholders’ investments in the funds and the amounts reported in the Statements of Net Assets. The contractholder assumes all of the investment performance risk for the subaccounts selected.

Annuity Assets

As of December 31, 2025, annuity reserves have not been established, as there are no contracts that have matured and are in the payout stage. Such reserves would be computed on the basis of published mortality tables using assumed interest rates that will provide reserves as prescribed by law. In cases where the payout option selected is life contingent, SBL periodically recalculates the required annuity reserves, and any resulting adjustment is either charged or credited to SBL and not to the Account.

 

10


SBL Variable Annuity Account XI

Notes to Financial Statements (continued)

1. Organization and Significant Accounting Policies (continued)

 

Reinvestment of Dividends

Dividend and capital gain distributions paid by the mutual funds to the Account are reinvested in additional shares of each respective fund. Dividend income and capital gain distributions are recorded as income on the ex-dividend date.

Federal Income Taxes

The operations of the Account are included in the federal income tax return of SBL, which is taxed as a life insurance company under the provisions of the Internal Revenue Code (IRC). Under the current provisions of the IRC, SBL does not expect to incur federal income taxes on the earnings of the Account to the extent the earnings are credited under contracts. Based on this, no charge is being made currently to the Account for federal income taxes. SBL will review periodically the status of this policy in the event of changes in the tax law.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price).

The Account invests in shares of open-end mutual funds, which process contractholders directed purchases, sales and transfers on a daily basis at the funds’ computed NAVs. The fair value of the Account’s assets is based on the NAVs of mutual funds, which are obtained from the custodians and reflect the fair values of the mutual fund investments. The NAV is calculated daily and is based on the fair values of the underlying securities.

Because the fund provides liquidity for the investments through purchases and redemptions at NAV, this may represent the fair value of the investment in the fund. That is, for an open-ended mutual fund, the fair value of an investment in the fund would not be expected to be higher than the amount that a new investor would be required to spend in order to directly invest in the mutual fund. Similarly, the hypothetical seller of the investment would not be expected to accept less in proceeds than it could receive by directly redeeming its investment with the fund.

The Account had no financial liabilities as of December 31, 2025.

Segment Disclosures

An operating segment is defined in ASC Topic 280 as a component of a public entity that engages in business activities from which it may recognize revenues and incur expenses, has operating results that are regularly reviewed by the public entity’s chief operating decision maker (CODM) to make decisions about resources to be allocated to the segment and assess its performance, and has discrete financial information available. The CODM is Brian Beckett, Chief Financial Officer. The subaccount represents a single operating segment, as the CODM monitors the operating results of the subaccount and as a whole, the subaccount’s long-term strategic asset allocation is pre-determined based on a defined investment strategy. The net increase (decrease) in net assets from operations, which is used by the CODM to assess the segment’s performance is consistent with that presented within the subaccount’s financial statements. Segment assets are reflected on the accompanying Statements of Net Assets as “Net Assets” and significant segment expenses are listed on the accompanying Statements of Operations and Change in Net Assets.

 

11


SBL Variable Annuity Account XI

Notes to Financial Statements (continued)

 

2. Variable Annuity Contract Charges

Mortality and Expense Risk Charge: Mortality and expense risks assumed by SBL are compensated for by a fee equivalent to an annual rate of 0.45% of the average daily net assets of each subaccount.

Administration and Distribution Charge: SBL is currently charging an annual rate of 0.91% of each subaccount’s average daily net assets, except the NAA All Cap Value Series, NAA Large Cap Value Series, NAA SMid Cap Value Series and NAA World Equity Income Series subaccounts, which are being charged an annual rate of 0.56%. SBL may deduct a maximum daily administration and distribution charge equal to an annual rate of 0.94% of each subaccount’s average daily net assets, except the NAA All Cap Value Series, NAA Large Cap Value Series, NAA SMid Cap Value Series and NAA World Equity Income Series subaccounts, for which the maximum annual rate is 0.59%.

These charges are presented as expenses on the Statements of Operations and Change in Net Assets under Mortality and expense risk and administrative charges line item.

Premium Tax Charge: When applicable, an amount for state premium taxes is deducted as provided by pertinent state law either from the purchase payments or from the amount applied to affect an annuity at the time annuity payments commence.

 

12


SBL Variable Annuity Account XI

Notes to Financial Statements (continued)

 

3. Summary of Unit Transactions

The changes in units outstanding for the periods December 31, 2025 and 2024 were as follows:

 

     2025     2024  
                  Net                  Net  
     Units      Units     Increase     Units      Units     Increase  

Subaccount

   Issued      Redeemed     (Decrease)     Issued      Redeemed     (Decrease)  

Goldman Sachs VIT Small Cap Equity Insights

     536        (763 )      (227 )      22        (155 )      (133 ) 

Goldman Sachs VIT Strategic Growth

     1,382        (7,332 )      (5,950 )      1,733        (8,207 )      (6,474 ) 

Invesco V.I. EVQ International Equity Fund

     615        (1,413 )      (798 )      467        (977 )      (510 ) 

Invesco V.I. Global Real Estate

     666        (577 )      89       315        (728 )      (413 ) 

Janus Henderson VIT Research

     525        (529 )      (4 )      563        (313 )      250  

NAA All Cap Value Series

     279        (889 )      (610 )      701        (687 )      14  

NAA Large Cap Value Series

     1,290        (3,222 )      (1,932 )      424        (2,070 )      (1,646 ) 

NAA Smid-Cap Value Series

     383        (1,381 )      (998 )      339        (1,056 )      (717 ) 

NAA World Equity Income Series

     751        (1,171 )      (420 )      528        (1,465 )      (937 ) 

Neuberger Berman AMT Quality Equity Portfolio(a)

     669        (177 )      492       488        (437 )      51  

PIMCO VIT Real Return

     1,191        (165 )      1,026       2,570        (284 )      2,286  

PIMCO VIT Total Return

     4,453        (11,568 )      (7,115 )      944        (5,344 )      (4,400 ) 

Rydex VIF Energy Services

     8,322        (2,297 )      6,025       1,449        (2,639 )      (1,190 ) 

T. Rowe Price Mid-Cap Growth

     969        (2,587 )      (1,618 )      1,094        (2,420 )      (1,326 ) 

(a) Name change. See Note 1. 

 

13


SBL Variable Annuity Account XI

Notes to Financial Statements (continued)

 

4. Financial Highlights

A summary of units outstanding, unit values, net assets, expense ratios, investment income ratios and total return ratios for each of the five years in the period ended December 31, 2025 were as follows:

 

Subaccount

   Units      Unit
Values
($) (4)
     Net
Assets ($)
     Investment
Income
Ratios
(1)
     Expense
Ratios
(%) (2)
     Total
Returns
(%) (3)(4)
 

Goldman Sachs VIT Small Cap Equity Insights

                 

2025

     8,843        54.83        485,018        0.72        1.36        14.56  

2024

     9,070        47.86        434,182        0.01        1.36        17.42  

2023

     9,203        40.76        375,149        0.01        1.36        17.67  

2022

     11,123        34.64        385,338        0.00        1.36        (20.48 ) 

2021

     10,627        43.56        462,961        0.00        1.36        22.12  

Goldman Sachs VIT Strategic Growth

                 

2025

     31,582        77.21        2,437,774        —         1.36        16.33  

2024

     37,532        66.37        2,490,604        —         1.36        30.55  

2023

     44,006        50.84        2,236,690        —         1.36        40.02  

2022

     44,947        36.31        1,631,534        —         1.36        (33.43 ) 

2021

     46,625        54.54        2,542,396        —         1.36        20.26  

Invesco V.I. EVQ International Equity Fund

                 

2025

     8,879        31.01        275,397        1.43        1.36        14.94  

2024

     9,677        26.98        261,171        0.02        1.36        (0.77 ) 

2023

     10,187        27.19        277,006        0.00        1.36        16.55  

2022

     10,870        23.33        253,617        0.02        1.36        (19.41 ) 

2021

     10,922        28.95        316,211        0.01        1.36        4.47  

Invesco V.I. Global Real Estate

                 

2025

     4,236        22.67        96,053        2.19        1.36        6.38  

2024

     4,147        21.31        88,392        0.03        1.36        (3.14 ) 

2023

     4,560        22.00        100,348        0.01        1.36        7.58  

2022

     5,613        20.45        114,808        0.02        1.36        (25.96 ) 

2021

     7,340        27.62        202,738        0.03        1.36        24.02  

 

14


SBL Variable Annuity Account XI

Notes to Financial Statements (continued)

4. Financial Highlights (continued)

 

Subaccount

   Units      Unit
Values
($) (4)
     Net
Assets ($)
     Investment
Income
Ratios
(1)
     Expense
Ratios
(%) (2)
     Total
Returns
(%) (3)(4)
 

Janus Henderson VIT Research

                 

2025

     6,632        93.33        619,065        —         1.36        16.49  

2024

     6,636        80.12        531,733        —         1.36        33.11  

2023

     6,386        60.19        384,415        0.00        1.36        40.89  

2022

     6,015        42.72        257,004        —         1.36        (31.02 ) 

2021

     6,339        61.93        392,587        0.00        1.36        18.41  

NAA All Cap Value Series

                 

2025

     15,671        94.62        1,482,279        1.46        1.01        11.73  

2024

     16,281        84.69        1,378,361        0.02        1.01        9.14  

2023

     16,267        77.60        1,261,939        0.02        1.01        7.43  

2022

     15,808        72.23        1,141,492        0.01        1.01        (2.17 ) 

2021

     15,920        73.83        1,174,987        0.02        1.01        25.67  

NAA Large Cap Value Series

                 

2025

     18,526        53.55        992,186        1.57        1.01        13.00  

2024

     20,458        47.39        969,539        0.02        1.01        12.33  

2023

     22,104        42.19        932,701        0.02        1.01        8.15  

2022

     20,842        39.01        813,027        0.01        1.01        (2.30 ) 

2021

     21,863        39.93        873,056        0.02        1.01        25.76  

NAA Smid-Cap Value Series

                 

2025

     8,877        54.79        484,975        1.09        1.01        6.26  

2024

     9,875        51.56        507,821        0.01        1.01        7.93  

2023

     10,592        47.77        504,696        0.02        1.01        8.64  

2022

     10,781        43.97        472,890        0.01        1.01        (2.85 ) 

2021

     12,552        45.26        566,948        0.02        1.01        22.49  

NAA World Equity Income Series

                 

2025

     16,456        44.17        726,607        1.96        1.01        21.51  

2024

     16,876        36.35        613,207        0.03        1.01        11.43  

2023

     17,813        32.62        580,745        0.03        1.01        11.18  

2022

     18,525        29.34        543,386        0.02        1.01        (10.06 ) 

2021

     18,316        32.62        597,157        0.01        1.01        20.50  

 

15


SBL Variable Annuity Account XI

Notes to Financial Statements (continued)

4. Financial Highlights (continued)

 

Subaccount

   Units      Unit
Values
($) (4)
     Net
Assets ($)
     Investment
Income
Ratios
(1)
     Expense
Ratios
(%) (2)
     Total
Returns
(%) (3)(4)
 

Neuberger Berman AMT Quality Equity Portfolio (a)

                 

2025

     8,074        70.49        569,262        —         1.36        11.91  

2024

     7,582        62.99        477,748        —         1.36        23.80  

2023

     7,531        50.88        383,235        0.00        1.36        24.86  

2022

     6,603        40.75        269,144        0.00        1.36        (19.75 ) 

2021

     6,835        50.78        347,172        0.00        1.36        21.48  

PIMCO VIT Real Return

                 

2025

     11,390        15.64        178,208        3.35        1.36        6.39  

2024

     10,364        14.70        152,413        0.03        1.36        0.68  

2023

     8,078        14.60        117,929        0.03        1.36        2.31  

2022

     11,742        14.27        167,603        0.08        1.36        (13.09 ) 

2021

     13,268        16.42        217,948        0.05        1.36        4.12  

PIMCO VIT Total Return

                 

2025

     18,771        15.01        281,597        3.39        1.36        7.44  

2024

     25,886        13.97        361,572        0.04        1.36        1.09  

2023

     30,286        13.82        418,295        0.03        1.36        4.54  

2022

     30,743        13.22        406,325        0.02        1.36        (15.47 ) 

2021

     44,199        15.64        691,120        0.02        1.36        (2.62 ) 

Rydex VIF Energy Services

                 

2025

     19,593        4.60        90,159        0.06        1.36        0.44  

2024

     13,568        4.58        62,246        —         1.36        (9.13 ) 

2023

     14,758        5.04        74,518        —         1.36        3.07  

2022

     16,489        4.89        80,812        —         1.36        40.52  

2021

     15,680        3.48        54,648        0.00        1.36        16.00  

T. Rowe Price Mid-Cap Growth

                 

2025

     26,234        129.17        3,390,445        —         1.36        2.14  

2024

     27,852        126.46        3,523,983        —         1.36        7.82  

2023

     29,178        117.29        3,423,673        —         1.36        18.34  

2022

     33,918        99.11        3,362,913        —         1.36        (23.63 ) 

2021

     34,320        129.78        4,455,587        —         1.36        13.30  

 

(a)

Name change. See Note 1.

 

16


SBL Variable Annuity Account XI

Notes to Financial Statements (continued)

4. Financial Highlights (continued)

 

(1)

These amounts represent the dividends, excluding distributions of capital gains, received by the subaccount from the underlying mutual fund, net of management fees assessed by the fund manager, divided by the average net assets. Average net assets is a simple average of net assets and will not reflect offsetting changes in net assets occurring within a year. These ratios exclude those expenses, such as mortality and expense charges, that result in direct reductions in the unit values. The recognition of investment income by the subaccount is affected by the timing of the declaration of dividends by the underlying fund in which the subaccount invests.

(2)

These ratios represent the annualized contract expenses of the Account, consisting primarily of administrative, distribution, and mortality and expense charges, for each period indicated. The ratios include only those expenses that result in a direct reduction to the unit values. Charges made directly to contract owner accounts through the redemption of units and expenses of the underlying fund are excluded.

(3)

These amounts represent the total return for the periods indicated, including changes in the value of the underlying fund, and reflect deductions for all items included in the expense ratio. The total return does not include any expenses assessed through the redemption of units; inclusion of these expenses in the calculation would result in a reduction in the total return presented. The total return is calculated for the period indicated or from the inception date through the end of the reporting period.

(4)

Unit value information is calculated on a daily basis regardless of whether or not the subaccount has contractholders.

5. Subsequent Events

The Account has performed an evaluation of subsequent events through the date the financial statements were issued and has determined that no items require recognition or disclosure.

 

17


PART C
OTHER INFORMATION
Item 27. Exhibits
Exhibit
Number
Description
Location
(a)
Incorporated herein by reference to the Exhibits filed with Registration
Statement No. 333-84159 (filed July 30, 1999)
(b)
Form of Custody Agreements
Not Applicable
(c)(1)
Incorporated herein by reference to the Exhibits filed with Registration
Statement No. 333-138540 (filed April 30, 2019)
(c)(2)
Incorporated herein by reference to the Exhibits filed with Registration
Statement No. 333-84159 (filed May 1, 2000)
(c)(3)
Incorporated herein by reference to the Exhibits filed with Registration
Statement No. 333-84159 (filed October 26, 1999)
(c)(4)
Incorporated herein by reference to the Exhibits filed with Registration
Statement No. 333-138540 (filed April 28, 2017)
(d)(1)
Incorporated herein by reference to the Exhibits filed with Registration
Statement No. 333-84159 (filed July 30, 1999)
(e)(1)
Incorporated herein by reference to the Exhibits filed with Registration
Statement No. 333-84159 (filed May 1, 2000)
f(1)
Incorporated herein by reference to the Exhibits filed with Registration
Statement No. 333-52114 (filed February 23, 2005)
f(2)
Incorporated herein by reference to the Exhibits filed with Registration
Statement No. 333-84159 (filed May 1, 2000)
(g)
Reinsurance Contracts
Not Applicable
(h)(1)
Incorporated herein by reference to the Exhibits filed with Registration
Statement No. 333-138540 (filed February 21, 2013)
(h)(2)
Incorporated herein by reference to the Exhibits filed with Registration
Statement No. 333-138540 (filed April 28, 2023)
(h)(3)
Incorporated herein by reference to the Exhibits filed with Registration
Statement No. 333-138540 (filed April 30, 2022)
(h)(4)
Incorporated herein by reference to the Exhibits filed with Registration
Statement No. 333-138540 (filed April 30, 2025)
(h)(5)
Incorporated herein by reference to the Exhibits filed with Registration
Statement No. 333-138540 (filed April 30, 2022)
(h)(6)
Incorporated herein by reference to the Exhibits filed with Registration
Statement No. 333-138540 (filed April 29, 2020)
(h)(7)
Incorporated herein by reference to the Exhibits filed with Registration
Statement No. 333-52114 (filed April 28, 2006)
(h)(7)(i)
Incorporated herein by reference to the Exhibits filed with Registration
Statement No. 333-138540 (filed March 9, 2007)
(h)(8)
Incorporated herein by reference to the Exhibits filed with Registration
Statement No. 333-138540 (filed April 30, 2022)
(h)(9)
Incorporated herein by reference to the Exhibits filed with Registration
Statement No. 033-85592 (filed April 27, 2007)
(h)(10)
Incorporated herein by reference to the Exhibits filed with Registration
Statement No. 333-41180 (filed April 27, 2007)
(h)(11)
Incorporated herein by reference to the Exhibits filed with Registration
Statement No. 333-41180 (filed April 27, 2007)
(h)(12)
Incorporated herein by reference to the Exhibits filed with Registration
Statement No. 033-85592 (filed April 27, 2007)
(h)(13)
Incorporated herein by reference to the Exhibits filed with Registration
Statement No. 033-85592 (filed April 27, 2007)
1

Exhibit
Number
Description
Location
(h)(14)
Incorporated herein by reference to the Exhibits filed with Registration
Statement No. 033-85592 (filed April 27, 2007)
(h)(15)
Incorporated herein by reference to the Exhibits filed with Registration
Statement No. 333-41180 (filed April 27, 2007)
(i)
Administrative Contracts
Not applicable
(j)
Other Material Contracts
Not applicable
(k)
Incorporated herein by reference to the Exhibits filed with Registration
Statement No. 333-84159 (filed April 30, 2015)
(l)(1)
Filed herewith
(l)(2)
Filed herewith
(m)
Omitted Financial Statements
Not Applicable
(n)
Initial Capital Agreements
Not Applicable
(o)
Incorporated herein by reference to the Exhibits filed with Registration
Statement No. 333-138540 (filed April 30, 2025).
(p)
Letter Regarding Change in Certifying
Accountant
Not Applicable
(q)
Historical Current Limits on Index Gains
Not Applicable
Item 28.
Directors and Officers of the Insurance Company
The directors and principal officers of Security Benefit Life Insurance Company are set forth below.
Name and Principal
Business Address*
Positions and Offices with Insurance Company
Douglas G. Wolff
Chief Executive Officer and Director
Brian J. Beckett
Senior Vice President, Chief Financial Officer, and Director
Rui Guo
Senior Vice President, Chief Actuary, Chief Product Officer, and Director
John F. Guyot
Senior Vice President, Chief Legal Officer, and Director
Joseph W. Wittrock
Senior Vice President, Chief Investment Officer, and Director
David G. Byrnes
Senior Vice President and Chief Distribution Officer
Justin F. Carroll
Senior Vice President, General Counsel, and Secretary
Lisa J. Flanary
Senior Vice President, Chief Growth Officer
Melinda Lebofsky
Senior Vice President and Chief Human Resources Officer
Sean O’Donoghue
Senior Vice President, Chief Digital and Technology Officer
Richard J. Wells
Senior Vice President, Head of Operations
Kurt E. Auleta
Vice President
Amy L. Chandler
Vice President, Head of Agile Center of Excellence, Six Sigma Master Black Belt
Amy L. Comer
Vice President and Assistant General Counsel
Matt A. Dinkel
Vice President, Chief Risk Officer
Joseph J. Elmy
Vice President, Tax Director
Jilliane R. Erlbacher
Vice President, Head of FP&A
Jackie R. Fox
Vice President – Portfolio Strategy and Delivery
Jennifer L. Fulks
Vice President, Head of HR Operations
Michael M. Grimmett
Vice President, Investments
Duc X. Ho
Vice President, Appointed Actuary
Cherie L. Huffman
Vice President, Chief Compliance Officer and Head of Asset Services
Justin A. Jacquinot
Vice President
James J. Kiley
Vice President
Greg D. Kratz
Vice President
Michael T. Maghini
Vice President
William J. McDonough
Vice President, Investments
Andrea D. Piepho
Vice President, Product Actuary
2

Name and Principal
Business Address*
Positions and Offices with Insurance Company
Aaron Prieksat
Vice President, Chief Accounting Officer
Matthew V. Rocha
Vice President
Lyle S. Semchyshyn
Vice President, Corporate Actuary
Jeanne R. Slusher
Vice President, Chief Auditor
David P. Steffens
Vice President, Centers of Excellence
Aaron M. Tallen
Vice President, Inside Sales, 401k and Defined Contributions
Bhupesh Trivedi
Vice President, Head of Solution Development
Craig P. Weishaar
Vice President, Direct Relationships
Lisa M. Young
Vice President and Treasurer
Gregory C. Garhart
Assistant Vice President, Associate Chief Compliance Officer and AML Chief Compliance Officer
Alison J. Pollock
Second Vice President, Assistant General Counsel, and Assistant Secretary
*Located at One Security Benefit Place, Topeka, KS 66636-0001
Item 29.
Persons Controlled by or Under Common Control with the Insurance Company or Registered Separate Account
Security Benefit Life Insurance Company (“SBL” or “the Company”), is a wholly-owned subsidiary of SBL Holdings, LLC. The Registered Separate Account is a segregated asset account of SBL. The list of companies controlled by or under common control with SBL Holdings, LLC is set forth below.
Name
Jurisdiction
Percent of Voting Securities Owned
Todd L. Boehly, Individual
 
 
 
100 N. Crescent Holdings LLC
DE
100%
by Mayfair Portfolio Trust, LLC
100 N. Crescent LLC
DE
100%
by 100 N. Cresent Holdings LLC
125 West 57th Street Holdings LLC
DE
85.0%
by CI W57th Street Holdings LLC
125 West 57th Street Mezz 2, LLC
DE
100%
by 125 West 57th Street Holdings LLC
125 West 57th Street Mezz, LLC
DE
100%
by 125 West 57th Street Mezz 2, LLC
125 West 57th Street Property Owner LLC
DE
100%
by 125 West 57th Street Holdings LLC
125 West 57th Street Property Owner LLC
DE
100%
by 125 West 57th Street Sole Member, LLC
125 West 57th Street Sole Member, LLC
DE
100%
by 125 West 57th Street Mezz, LLC
13 FEG Alamo Production, LLC
DE
100%
by 13 FEG Asset Production, LLC
13 FEG Asset Production, LLC
DE
100%
by 13FEG Ops, LLC
13 FEG Columbus Holdings, LLC
DE
100%
by 13 FEG Haunted Holdings, LLC
13 FEG Haunted Holdings, LLC
DE
100%
by 13FEG Ops, LLC
13 FEG Haunted Prison, LLC
IL
100%
by 13 FEG Haunted Holdings, LLC
13 FEG Minneapolis LLC
DE
100%
by 13 FEG Haunted Holdings, LLC
13 FEG New Orleans, LLC
DE
100%
by 13 FEG Haunted Holdings, LLC
13 FEG Touring Events, LLC
DE
100%
by 13FEG Ops, LLC
13FEG Houston Holdings, LLC
TN
100%
by 13 FEG Haunted Holdings, LLC
13FEG Immersive Theater, LLC
CA
100%
by 13 FEG Haunted Holdings, LLC
13FEG IP, LLC
DE
100%
by Thirteenth Floor Entertainment Group, LLC
13FEG Jacksonville Holdings, LLC
DE
100%
by 13 FEG Haunted Holdings, LLC
13FEG LA Holdings, LLC
DE
100%
by 13 FEG Haunted Holdings, LLC
13FEG Ops, LLC
DE
100%
by Thirteenth Floor Entertainment Group, LLC
13th Fl Investor, LLC
DE
100%
by Eldridge Sports and Entertainment GP, LP
13th Floor Denver Holdings, LLC
CO
100%
by 13 FEG Haunted Holdings, LLC
1861 Capital, LLC
KS
100%
by Sherwood Park, Inc.
3030 Chain Bridge Road, LLC
DE
90.0%
by SBT Investors, LLC
333 Fish Tacos NY 1, LLC
NY
100%
by Fish Tacos NY 1, LLC
37-41 Mortimer GP LTD
GBR
100%
by Maslow's Group LLP
37-41 Mortimer LP
GBR
99.99%
by 37-41 Mortimer Unit Trust
37-41 Mortimer Nominee 1 Ltd
GBR
100%
by 37-41 Mortimer GP LTD
37-41 Mortimer Nominee 2 Ltd
GBR
100%
by 37-41 Mortimer GP LTD
3

Name
Jurisdiction
Percent of Voting Securities Owned
37-41 Mortimer Opco Ltd
GBR
100%
by Maslow's Group LLP
37-41 Mortimer Street LLP
GBR
0%
Board rights held by CH Capital A Holdings LLc
37-41 Mortimer Unit Trust
JEY
99.99%
by Maslow's Group LLP
4AIR, LLC
DE
100%
by Lenticular Energy Holdings, LLC
688 Bronx Commissary, LLC
NY
100%
by MPQ 688 Bronx HoldCo, LLC
700 Edgewater Development Mezz, LLC
DE
100%
by CHE Edgewater LLC
700 Edgewater Development Parent, LLC
DE
45.0%
by CHE Edgewater LLC
700 Edgewater Development, LLC
DE
100%
by CHE Edgewater LLC
720 NE Street Holdco LLC
DE
100%
by CHE NE Street LLC
720 NE Street LLC
DE
50.0%
by CHE NE Street LLC
720 NE Street PropCo LLC
DE
100%
by CHE NE Street LLC
9350 Civic Center Drive, LLC
DE
100%
by 9350 Civic Center JV, LLC
9350 Civic Center JV, LLC
DE
50.0%
by SBC Civic Center LLC
A Cigar is Just a Cigar Limited
GBR
100%
by A24 Films LLC
A Cigar is Just a Cigar LLC
DE
100%
by A24 Films LLC
A24 Analytics LLC
DE
100%
by A24 Films LLC
A24 CLT LLC
GBR
100%
by A24 Films LLC
A24 Commerce St LLC
DE
100%
by A24 Films LLC
A24 Distribution, LLC
DE
100%
by A24 Films LLC
A24 Films, LLC
DE
32.1%
by Valence A24, LLC
A24 International LLC
DE
100%
by A24 Films LLC
A24 Investments LLC
DE
100%
by A24 Films LLC
A24 Investor, LLC
DE
100%
by Eldridge Sports and Entertainment GP, LP
A24 Merch LLC
DE
100%
by A24 Films LLC
A24 Music LLC
DE
100%
by A24 Films LLC
A24 Publishing LLC
DE
100%
by A24 Films LLC
A24 Services, LLC
DE
100%
by A24 Films LLC
A24 Studios Limited
GBR
100%
by A24 Films LLC
A24 Studios LLC
DE
100%
by A24 Films LLC
A24 Sunset LLC
DE
100%
by A24 Films LLC
A24 TV Inc.
DE
100%
by After The Fact LLC
A24 TV LLC
DE
100%
by A24 Films LLC
A24 Ventures LLC
DE
100%
by A24 Films LLC
ABM JG Greenwich, LLC
DE
100%
by Aurify Brands Management, LLC
Acre Capital Advisors, LLC
DE
100%
by Eldridge Acre Partners, LP
ACZ Investments LP
DE
0%
Mgmt. by Eldridge CH GP LLC
ACZ PB Holdings, LLC
DE
100%
by ACZ Investments LP
ACZ Students LLC
DE
100%
by ACZ Investments LP
Adore Matchmaking LLC
DE
100%
by After The Fact LLC
Adore Rights LLC
DE
100%
by A24 Films LLC
Adult Braces LLC
DE
100%
by A24 Films LLC
Adult Braces Rights LLC
DE
100%
by A24 Films LLC
AECOM Capital Real Estate Fund II GP, LLC
DE
100%
by Eldridge Acre Partners GP, LLC
Aero Solutions Srl
Italy
100%
by Sirio S.p.A.
After The Fact LLC
DE
100%
by A24 Films LLC
AG JapanResorts Management K.K.
Japan
100%
by AP Hakone Pte. Limited
Air Eldridge LLC
DE
100%
by Eldridge Corporate Services, LLC
Aircraft Hangar Services LLC
DE
100%
by Air Eldridge LLC
Allbright Collective Limited
GBR
100%
by EW InvestCo Limited
AltAlpha Vintage, L.P.
DE
0%
Mgmt. by CAIS AltAlpha Vintage LLC
Altar Pictures LLC
DE
100%
by A24 Films LLC
Altar Productions MB Inc.
CAN
99.0%
by Altar Pictures LLC
Aman Group S.a.r.l.
Switzerland
100%
by Mana OpCo Limited
4

Name
Jurisdiction
Percent of Voting Securities Owned
Aman Miami Hotel LLC
DE
100%
by Aman North America
Aman Miami Residences LLC
DE
100%
by Aman North America
Aman New York Hotel LLC
DE
100%
by Aman North America
Aman New York Residences LLC
DE
100%
by Aman North America
Aman North America
DE
100%
by Aman Group S.a.r.l.
Aman Property Corp
DE
100%
by Aman North America
Amanresorts International Pte Ltd
Singapore
100%
by Aman Group S.a.r.l.
Amanresorts Management B.V.
Netherlands
100%
by Aman Group S.a.r.l.
Amicross Ltd
Cyprus
35.0%
by Amrit Venture Limited
Amrit Investment Limited
UAE
100%
by Mana Holdco Limited
Amrit Venture Limited
UAE
100%
by Amrit Investment Limited
AOG, LLC
OH
100%
by Fairgrave Omlie, LLC
AP Hakone Pte. Limited
Singapore
100%
by Mana Holdco Limited
Apocalypse Events LLC
CO
100%
by 13 FEG Touring Events, LLC
APQ 1131 Madison Avenue NY, LLC
DE
100%
by LPQ USA, LLC
APQ 1399 Madison NY, LLC
DE
100%
by LPQ USA, LLC
APQ 1592 First Avenue NY, LLC
DE
100%
by LPQ USA, LLC
APQ 17th Street DC, LLC
DE
100%
by LPQ USA, LLC
APQ 33 Bakery Annex NY, LLC
DE
100%
by LPQ USA, LLC
APQ 33 Street Bakery NY, LLC
DE
100%
by LPQ USA, LLC
APQ 85 Broad NY, LLC
DE
100%
by LPQ USA, LLC
APQ 8th and Walnut PA, LLC
DE
100%
by LPQ USA, LLC
APQ Americana CA, LLC
DE
100%
by LPQ USA, LLC
APQ Beverly Hills CA, LLC
DE
100%
by LPQ USA, LLC
APQ Blaine Mansion DC, LLC
DE
100%
by LPQ USA, LLC
APQ Bleecker NY, LLC
DE
100%
by LPQ USA, LLC
APQ Bryant Park Kiosk NY, LLC
DE
100%
by LPQ USA, LLC
APQ Bryant Park NY, LLC
DE
100%
by LPQ USA, LLC
APQ Capitol Hill DC, LLC
DE
100%
by LPQ USA, LLC
APQ Carnegie Hill NY, LLC
DE
100%
by LPQ USA, LLC
APQ Carroll Square DC, LLC
DE
100%
by LPQ USA, LLC
APQ Claremont CA, LLC
DE
100%
by LPQ USA, LLC
APQ Coconut Grove FL, LLC
DE
100%
by LPQ USA, LLC
APQ E65 NY, LLC
DE
100%
by LPQ USA, LLC
APQ Encino Bakery CA, LLC
DE
100%
by LPQ USA, LLC
APQ First Avenue NY, LLC
DE
100%
by LPQ USA, LLC
APQ Florence Bakery Annex CA, LLC
DE
100%
by LPQ USA, LLC
APQ Garden City NY, LLC
DE
100%
by LPQ USA, LLC
APQ Grand Central West NY, LLC
DE
100%
by LPQ USA, LLC
APQ Greenwich CT, LLC
DE
100%
by LPQ USA, LLC
APQ Larchmont CA, LLC
DE
100%
by LPQ USA, LLC
APQ Lincoln Square NY, LLC
DE
100%
by LPQ USA, LLC
APQ Manhattan Beach CA, LLC
DE
100%
by LPQ USA, LLC
APQ Merrifield VA, LLC
DE
100%
by LPQ USA, LLC
APQ Mineral Springs NY, LLC
DE
100%
by LPQ USA, LLC
APQ New Canaan CT, LLC
DE
100%
by LPQ USA, LLC
APQ Rye NY, LLC
DE
100%
by LPQ USA, LLC
APQ Sailboat Pond NY, LLC
DE
100%
by LPQ USA, LLC
APQ South End Avenue NY, LLC
DE
100%
by LPQ USA, LLC
APQ South Gayley CA, LLC
DE
100%
by LPQ USA, LLC
APQ Studio City CA, LLC
DE
100%
by LPQ USA, LLC
APQ Tribeca NY, LLC
DE
100%
by LPQ USA, LLC
APQ Tuxedo Bakery MD, LLC
DE
100%
by LPQ USA, LLC
5

Name
Jurisdiction
Percent of Voting Securities Owned
APQ Verdi Park NY, LLC
DE
100%
by LPQ USA, LLC
APQ Villa Marina CA, LLC
DE
100%
by LPQ USA, LLC
APQ Westlake CA, LLC
DE
100%
by LPQ USA, LLC
APQ Westport CT, LLC
DE
100%
by LPQ USA, LLC
APQ Wildwood MD, LLC
DE
100%
by LPQ USA, LLC
Arch Portfolio Trust, LLC
DE
100%
by EPH, LLC
Armstrong Portfolio Trust, LLC
DE
100%
by EPH, LLC
Arstar Productions, LLC
CA
100%
by Keshet/dcp LLC
Asbury Boss, LLC
DE
100%
by Eldridge IP Holdings LLC
Asian Perspective Media, LLC
DE
85.0%
by Valence APM, LLC
Associated Aircraft Group, LLC
DE
100%
by Flexjet Vertical Lift, LLC
Asylum Holdings, LLC
CO
100%
by 13 FEG Haunted Holdings, LLC
Async Pictures Inc.
CAN
100%
by Backrooms Rights LLC
Atlas Funding, LLC
DE
100%
by Lenox Portfolio Trust, LLC
Atlas FundingCo GP LLC
DE
100%
by Eldridge Industries, LLC
Atlas HI GP LLC
DE
100%
by CI AM LP
Atlas IntermediateCo LLC
DE
100%
by Atlas Venture Holdings LP
Atlas MezzCo GP LLC
DE
100%
by Eldridge Industries, LLC
Atlas Venture Holdings LP
DE
50.0%
by ACZ Investments LP
Atlas Venture Investment CIP LP
DE
50.0%
by CI AM LP
Atlas Venture Investment LP
DE
100%
by Atlas Venture Holdings LP
Auburndale, LLC
KS
100%
by Sherwood Park, Inc.
Augusta Portfolio Trust, LLC
DE
100%
by Dayton Funding, LLC
Auld Fella UK Limited
GBR
100%
by MRC II Holdings, LP
Auld Fella, LLC
CA
100%
by MRC II Holdings, LP
Aurify Brands Holdings, LLC
NY
100%
by Aurify Brands, LLC
Aurify Brands Management, LLC
DE
100%
by Aurify Brands, LLC
Aurify Brands, LLC
NY
89.98%
by Eldridge Convive Holdings, LLC
Aurify Fish Tacos Holdings LLC
NY
100%
by Aurify Brands Holdings, LLC
Ausenco Bidco, LLC
DE
100%
by Ausenco Holdings, LLC
Ausenco Funding, LLC
DE
100%
by Eldridge Industries, LLC
Ausenco Holdings, LLC
DE
100%
by Ausenco Funding, LLC
Ausenco Investors, LLC
DE
50.0%
by Eldridge Ausenco Holdings, LLC
Avon Portfolio Trust, LLC
DE
100%
by Dayton Funding, LLC
B.L. Bluepro Holdings Ltd
Cyprus
100%
by Devenetco Ltd
Backrooms Rights LLC
DE
100%
by A24 Films LLC
Baia Waterviews LLC
DE
100%
by CHE Edgewater LLC
Baldwin Portfolio Trust, LLC
DE
100%
by EPH, LLC
Ballinshire Asset Holdings, LLC
DE
100%
by Ballinshire Capital Funding Trust
Ballinshire Asset Holdings, LLC
DE
100%
by EPH Holdings, LLC
Ballinshire Capital Funding Trust
DE
100%
by EPH Holdings, LLC
Ballinshire FA Holdings, LLC
NJ
100%
by Ballinshire Capital Funding Trust
Bambino Films LLC
DE
100%
by MRC II Holdings, LP
Bambino Films UK Limited
GBR
100%
by MRC II Holdings, LP
Banner Creek Bridge, LLC
KS
100%
by Sherwood Park, Inc.
BBMA Holdings I, LLC
DE
100%
by DCP Holdings DE, LLC
BBMA Holdings, LLC
DE
100%
by DCP Rights, LLC
BBMA Parent, LLC
DE
100%
by CP Investment Holdings, LLC
BCAP AMZ POZ 2 sp. z o.o
LUX
100%
by Blackbrook Property Holdings SARL
BCAP DF 1 Aps
LUX
100%
by BCAP DF 1 Holdings ApS
BCAP DF 1 Holdings ApS
LUX
100%
by Blackbrook Property Holdings SARL
BCAP DF 6 ApS
LUX
100%
by BCAP DF 1 Holdings ApS
BCAP EK SBRY 3 Ltd
LUX
100%
by Blackbrook Property Holdings SARL
6

Name
Jurisdiction
Percent of Voting Securities Owned
BCAP ERFURT 2 SARL
LUX
100%
by BCAP GE Holdings 3 SARL
BCAP ERFURT SARL
LUX
100%
by BCAP GE Holdings 2 SARL
BCAP EROS 5 SLU
LUX
100%
by Fental Investments SLU
BCAP FW 12 Holdings Ltd
LUX
100%
by Blackbrook Property Holdings SARL
BCAP FW 12 Ltd
LUX
100%
by BCAP FW 12 Holdings Ltd
BCAP GE Holdings 2 SARL
LUX
100%
by Blackbrook Property Holdings SARL
BCAP GE Holdings 3 SARL
LUX
100%
by Blackbrook Property Holdings SARL
BCAP GE Holdings SARL
LUX
100%
by Blackbrook Property Holdings SARL
BCAP GX 11 Holdings Ltd
LUX
100%
by Blackbrook Property Holdings SARL
BCAP GX Ltd
LUX
100%
by BCAP GX 11 Holdings Ltd
BCAP ILLE 9 Holdings S.L.
LUX
100%
by Blackbrook Property Holdings SARL
BCAP Illescas9 Property S.L.
LUX
95.0%
by BCAP ILLE 9 Holdings S.L.
BCAP Ketsch SARL
LUX
100%
by BCAP GE Holdings SARL
BCAP NL Holdings SARL
LUX
100%
by Blackbrook Property Holdings SARL
BCAP RD 13 Holdings Ltd
LUX
100%
by Blackbrook Property Holdings SARL
BCAP RD 13 Ltd
LUX
100%
by BCAP RD 13 Holdings Ltd
BCAP Sens GP SARL
LUX
100%
by Blackbrook Capital (Europe) SARL
BCAP Sens SAS
LUX
100%
by BCAP Sens SCSP
BCAP Sens SCSP
LUX
0%
Mgmt. by BCAP Sens GP SARL
BCAP Sens SCSP
LUX
99.0%
by Blackbrook Property Trading SARL
BCAP SG 7 Holdings Ltd
LUX
100%
by Blackbrook Property Holdings SARL
BCAP SG 7 Ltd
LUX
100%
by BCAP SG 7 Holdings Ltd
BCAP TAP 10 Holdings Sp.zo.o
LUX
100%
by Blackbrook Property Holdings SARL
BCAP TAP 10 Sp.zo.o
LUX
95.0%
by BCAP TAP 10 Holdings Sp.zo.o
BCAP VM 8 SARL
LUX
100%
by BCAP NL Holdings SARL
BCM 625 Broadway Holdco LLC
DE
93.0%
by CI San Diego Holdings LLC
BCM 625 Broadway LLC
DE
100%
by BCM 625 Broadway Mezz, LLC
BCM 625 Broadway Mezz, LLC
DE
100%
by BCM 625 Broadway Holdco LLC
Beach Hotel Associates LLC
DE
100%
by EC 17th Street MezzCo LLC
Bear Season Productions Inc.
CAN
100%
by A24 Films LLC
Bedford Portfolio Trust, LLC
DE
100%
by EPH, LLC
Beef LLC
DE
100%
by A24 Films LLC
Bellwether Alternative Income Access Fund LLC
DE
100%
by Capital Integration Systems LLC
Bellwether Global Real Estate & Infrastructure
Access Fund LLC
DE
100%
by Capital Integration Systems LLC
Bend & Snap LLC
DE
100%
by A24 Films LLC
Benedict White, LLC
CA
100%
by MRC II Holdings, LP
Bentley Park, LLC
DE
100%
by Security Benefit Life Insurance Company
BF Dining Limited
GBR
100%
by Brava Hospitality Group Limited
BH Luxury Residences, LLC
DE
100%
by BHLR Intermediate Co, LLC
BHLR Intermediate Co, LLC
DE
100%
by BHLR Investco, LLC
BHLR Investco, LLC
DE
65.0%
by OBH HoldCo LLC
Big Springs, LLC
KS
100%
by Dayton Funding, LLC
Bilbao Asset Holdings, LLC
DE
100%
by Bilbao Capital, LLC
Bilbao Capital, LLC
DE
100%
by SBT Investors, LLC
Bilbao-KCI, LLC
DE
90.0%
by Bilbao Capital, LLC
Billboard IP Holdings LLC
DE
50.0%
by Billboard Media, LLC
Billboard IP Holdings, LLC
DE
50.0%
by BBMA Holdings, LLC
Billboard Media, LLC
DE
100%
by PME Music, LLC
Binney Park Capital, LLC
DE
0%
Mgmt. by Panagram Structured Asset Management,
LLC
Birdie 3 Limited
GBR
100%
by Eagle 2 Limited
Blackbrook Capital (Europe) Carry LP
GBR
0%
Mgmt. by Blackbrook Capital (Europe) GP, LLC
7

Name
Jurisdiction
Percent of Voting Securities Owned
Blackbrook Capital (Europe) GP, LLC
DE
100%
by Eldridge BB Holdings, LLC
Blackbrook Capital (Europe) Limited
GBR
100%
by Blackbrook Capital (Europe) LP
Blackbrook Capital (Europe) LP
GBR
0%
Mgmt. by Blackbrook Capital (Europe) GP, LLC
Blackbrook Capital (Europe) LP
GBR
96.03%
by Eldridge BBLP, LLC
Blackbrook Capital (Europe) SARL
LUX
100%
by Blackbrook Capital (Europe) LP
Blackbrook Property Holdings SARL
LUX
100%
by Blackbrook Capital (Europe) SARL
Blackbrook Property Trading SARL
LUX
100%
by Blackbrook Capital (Europe) SARL
BlackRock Impact Opportunities (CAIS), L.P.
DE
0%
Mgmt. by CAIS BlackRock Impact Opportunities GP
LLC
Blue Cat Productions, LLC
DE
100%
by MRC II Holdings, LP
Bluefin Tuna LLC
LA
100%
by A24 Films LLC
Bluefin Tuna Rights LLC
DE
100%
by A24 Films LLC
Bombshow Productions, LLC
CA
100%
by Keshet/dcp LLC
Brava Hospitality Group Limited
GBR
90.00%
by Cain PE (UK) Limited
Brewskee Limited
GBR
100%
by Competitive Socialising Limited
Bridge Road Southall 2 Limited
GBR
100%
by Bridge Road Southall Limited
Bridge Road Southall Limited
GBR
100%
by HoneyMonster HoldCo 2 Limited
Bridge Road Southall NewCo Limited
GBR
100%
by Bridge Road Southall Limited
Brief Recess LLC
DE
100%
by A24 Films LLC
Brightside CDN Productions Inc.
CAN
100%
by MRC II Holdings, LP
Brightside Productions LLC
CA
100%
by MRC II Holdings, LP
Brightside Productions LLC
NJ
100%
by MRC II Holdings, LP
Bronx to Brooklyn LLC
DE
100%
by A24 Films LLC
Brook Creek Portfolio Trust, LLC
DE
100%
by Dayton Funding, LLC
Brooks Portfolio Trust, LLC
DE
100%
by EPH, LLC
Brookville Industries, LLC
KS
100%
by Dayton Funding, LLC
Bruce Park Portfolio Trust, LLC
DE
100%
by EPH, LLC
Buda Hills JV B.V.
Netherlands
90.0%
by CIEF1 UK Holdings Limited
Businesswoman Special LLC
DE
100%
by A24 Films LLC
Businesswoman Special Productions Inc.
CAN
100%
by BWS Rights LLC
BWS Rights LLC
DE
100%
by A24 Films LLC
Caboletix Lda
LUX
50.0%
by Simpatica Decisao Unipessoal Lda.
Caboletix Lda
LUX
50.0%
by Simples Rotina Unipessoal Lda.
Caesars Request LLC
DE
100%
by A24 Films LLC
Cain Development GP LLC
DE
100%
by Cain International II LP
Cain Development LP
DE
100%
by Cain International II LP
Cain FinCo LLC
DE
100%
by Cain International LP
Cain Global Real Estate Fund 1 LP
DE
31.77%
by Cain RE LLC
Cain Hoy Finance Limited
GBR
100%
by Cain PE LLC
Cain Hoy UK Holdings Limited
MLT
100%
by CHE UK Holdings LP
Cain Hoy US LLC
DE
100%
by Cain International LP
Cain International Advisers Ltd
GBR
100%
by CI UK Master Holdings Limited
Cain International Agent Ltd
GBR
100%
by CI AM LP
Cain International European Real Estate
Opportunity Fund I GP Limited
GBR
100%
by CI AM LP
Cain International European Real Estate
Opportunity Fund I GP Limited
JEY
100%
by CI AM LP
Cain International European Real Estate
Opportunity Fund I LP
GBR
0%
Mgmt. by Cain International European Real Estate
Opportunity Fund I GP Limited
Cain International European Real Estate
Opportunity Fund I LP
JEY
0%
Mgmt. by Cain International European Real Estate
Opportunity Fund I GP Limited
Cain International II LP
DE
0%
Mgmt. by Eldridge CH GP LLC
Cain International LP
DE
0%
Mgmt. by Eldridge CH GP LLC
8

Name
Jurisdiction
Percent of Voting Securities Owned
Cain International Management Ltd
GBR
100%
by CI AM LP
Cain International UK Services Ltd
GBR
100%
by CI UK Master Holdings Limited
Cain International US Services LP
DE
0%
Mgmt. by CI US Services GP LLC
Cain PE (UK) Limited
GBR
100%
by Cain PE LLC
Cain PE LLC
DE
100%
by Cain International LP
Cain RE LLC
DE
100%
by Cain International LP
Cain Title Holdings LLC
DE
60.0%
by Cain Title Holdings LLC
Cain Title Holdings LLC
DE
100%
by CI AM LP
CAIS 26North Private Equity Fund I GP LLC
DE
100%
by Capital Integration Systems LLC
CAIS 26North Private Equity Fund I, L.P.
DE
0%
Mgmt. by CAIS 26North Private Equity Fund I GP
LLC
CAIS Access Fund - Asia Fund IV GP LLC
DE
100%
by Capital Integration Systems LLC
CAIS Access Fund - Asia Fund IV LP
DE
0%
Mgmt. by CAIS Access Fund - Asia Fund IV GP LLC
CAIS Access Fund - BCRE I GP LLC
DE
100%
by Capital Integration Systems LLC
CAIS Access Fund - BCRE I LP
DE
0%
Mgmt. by CAIS Access Fund - BCRE I GP LLC
CAIS Access Fund - BCRE II GP LLC
DE
100%
by Capital Integration Systems LLC
CAIS Access Fund - BCRE II LP
DE
0%
Mgmt. by CAIS Access Fund - BCRE II GP LLC
CAIS Access Fund - MMC 2018 (Offshore) LP
CYM
0%
Mgmt. by CAIS Access Fund - MMC 2018 GP LLC
CAIS Access Fund - MMC 2018 GP LLC
DE
100%
by Capital Integration Systems LLC
CAIS Access Fund - MMC 2018 LP
DE
0%
Mgmt. by CAIS Access Fund - MMC 2018 GP LLC
CAIS Adams Street Private Income Fund LLC
DE
100%
by Capital Integration Systems LLC
CAIS Alkeon Innovation Private Series II GP LLC
DE
100%
by Capital Integration Systems LLC
CAIS Alkeon Innovation Private Series II LP
DE
0%
Mgmt. by CAIS Alkeon Innovation Private Series II
GP LLC
CAIS AltAlpha Vintage LLC
DE
100%
by Capital Integration Systems LLC
CAIS Apollo Aligned Alternatives Fund (TE) LLC
DE
100%
by Capital Integration Systems LLC
CAIS Apollo Aligned Alternatives Offshore Fund
Ltd.
CYM
0%
Mgmt. by Capital Integration Systems LLC
CAIS Apollo Debt Solutions BDC Offshore Fund
Ltd.
CYM
0%
Mgmt. by Capital Integration Systems LLC
CAIS Apollo HV Access Fund GP LLC
DE
100%
by Capital Integration Systems LLC
CAIS Apollo Hybrid Value Access Fund LP
DE
0%
Mgmt. by CAIS Apollo HV Access Fund GP LLC
CAIS Apollo Infrastructure Opportunities II
Access Fund GP LLC
DE
100%
by Capital Integration Systems LLC
CAIS Apollo Infrastructure Opportunities II
Access Fund LP
DE
0%
Mgmt. by CAIS Apollo Infrastructure Opportunities II
Access Fund GP LLC
CAIS Apollo Investment Fund X GP LLC
DE
100%
by Capital Integration Systems LLC
CAIS Apollo Investment Fund X Offshore GP
LLC
DE
100%
by Capital Integration Systems LLC
CAIS Apollo Investment Fund X Offshore, LP
CYM
0%
Mgmt. by CAIS Apollo Investment Fund X Offshore
GP LLC
CAIS Apollo Investment Fund X, LP
DE
0%
Mgmt. by CAIS Apollo Investment Fund X GP LLC
CAIS Apollo S3 Equity & Hybrid Solutions Fund
(TE) GP LLC
DE
100%
by Capital Integration Systems LLC
CAIS Apollo S3 Equity & Hybrid Solutions Fund
(TE), L.P.
DE
0%
Mgmt. by CAIS Apollo S3 Equity & Hybrid Solutions
Fund (TE) GP LLC
CAIS Apollo S3 Equity & Hybrid Solutions Fund
GP LLC
DE
100%
by Capital Integration Systems LLC
CAIS Apollo S3 Equity & Hybrid Solutions Fund
Offshore GP LLC
DE
100%
by Capital Integration Systems LLC
CAIS Apollo S3 Equity & Hybrid Solutions Fund
Offshore, L.P.
CYM
0%
Mgmt. by CAIS Apollo S3 Equity & Hybrid Solutions
Fund Offshore GP LLC
CAIS Apollo S3 Equity & Hybrid Solutions Fund,
L.P.
DE
0%
Mgmt. by CAIS Apollo S3 Equity & Hybrid Solutions
Fund GP LLC
9

Name
Jurisdiction
Percent of Voting Securities Owned
CAIS Ares Corporate Opportunities Fund VII GP
LLC
DE
100%
by Capital Integration Systems LLC
CAIS Ares Corporate Opportunities Fund VII, L.P.
DE
0%
Mgmt. by CAIS Ares Corporate Opportunities Fund
VII GP LLC
CAIS Ares Senior Direct Lending II (TE) GP LLC
DE
100%
by Capital Integration Systems LLC
CAIS Ares Senior Direct Lending II (TE) LP
DE
0%
Mgmt. by CAIS Ares Senior Direct Lending II (TE)
GP LLC
CAIS Ares Senior Direct Lending II GP LLC
DE
100%
by Capital Integration Systems LLC
CAIS Ares Senior Direct Lending II LP
DE
0%
Mgmt. by CAIS Ares Senior Direct Lending II GP
LLC
CAIS Ares Senior Direct Lending III GP LLC
DE
100%
by Capital Integration Systems LLC
CAIS Ares Senior Direct Lending III TE GP LLC
DE
100%
by Capital Integration Systems LLC
CAIS Ares Senior Direct Lending III TE, L.P.
DE
0%
Mgmt. by CAIS Ares Senior Direct Lending III TE
GP LLC
CAIS Ares Senior Direct Lending III, L.P.
DE
0%
Mgmt. by CAIS Ares Senior Direct Lending III GP
LLC
CAIS Avenue Venture Opportunities Fund II GP
LLC
DE
100%
by Capital Integration Systems LLC
CAIS Avenue Venture Opportunities Fund II, L.P.
DE
0%
Mgmt. by CAIS Avenue Venture Opportunities Fund
II GP LLC
CAIS BC Fund XIII, GP LLC
DE
100%
by Capital Integration Systems LLC
CAIS BC Fund XIII, LP
DE
0%
Mgmt. by CAIS BC Fund XIII, GP LLC
CAIS BlackRock Impact Opportunities GP LLC
DE
100%
by Capital Integration Systems LLC
CAIS Blackstone Growth GP LLC
DE
100%
by Capital Integration Systems LLC
CAIS Blackstone Growth LP
DE
0%
Mgmt. by CAIS Blackstone Growth GP LLC
CAIS Blackstone Tactical Opportunities Fund IV
GP LLC
DE
100%
by Capital Integration Systems LLC
CAIS Blackstone Tactical Opportunities Fund IV
LP
DE
0%
Mgmt. by CAIS Blackstone Tactical Opportunities
Fund IV GP LLC
CAIS Blackstone TAS V GP LLC
DE
100%
by Capital Integration Systems LLC
CAIS Blackstone TAS V LP
DE
0%
Mgmt. by CAIS Blackstone TAS V GP LLC
CAIS Blackstone TAS VI GP LLC
DE
100%
by Capital Integration Systems LLC
CAIS Blackstone TAS VI LP
DE
0%
Mgmt. by CAIS Blackstone TAS VI GP LLC
CAIS Blue Owl GP Stakes VI (TE) GP LLC
DE
100%
by Capital Integration Systems LLC
CAIS Blue Owl GP Stakes VI (TE), L.P.
DE
0%
Mgmt. by CAIS Blue Owl GP Stakes VI (TE) GP
LLC
CAIS Blue Owl GP Stakes VI GP LLC
DE
100%
by Capital Integration Systems LLC
CAIS Blue Owl GP Stakes VI, L.P.
DE
0%
Mgmt. by CAIS Blue Owl GP Stakes VI GP LLC
CAIS Blue Owl Real Estate Fund VII GP LLC
DE
100%
by Capital Integration Systems LLC
CAIS Blue Owl Real Estate Fund VII, L.P.
DE
0%
Mgmt. by CAIS Blue Owl Real Estate Fund VII GP
LLC
CAIS Blue Owl Strategic Equity GP LLC
DE
100%
by Capital Integration Systems LLC
CAIS Blue Owl Strategic Equity, L.P.
DE
0%
Mgmt. by CAIS Blue Owl Strategic Equity GP LLC
CAIS Bonaccord Capital Partners III GP LLC
 
100%
by Capital Integration Systems LLC
CAIS Bonaccord Capital Partners III, L.P.
DE
0%
CAIS Bonaccord Capital Partners III GP LLC
CAIS Bridge Net Lease Income Fund GP LLC
DE
100%
by Capital Integration Systems LLC
CAIS Bridge Net Lease Income Fund, L.P.
DE
0%
Mgmt. by CAIS Bridge Net Lease Income Fund GP
LLC
CAIS BSP SSP II GP LLC
DE
100%
by Capital Integration Systems LLC
CAIS BSP SSP II, L.P.
DE
0%
Mgmt. by CAIS BSP SSP II GP LLC
CAIS BTAS VIII Access Fund GP LLC
DE
100%
by Capital Integration Systems LLC
CAIS BTAS VIII Access Fund, LP
DE
0%
Mgmt. by CAIS BTAS VIII Access Fund GP LLC
CAIS Capital LLC
DE
100%
by Capital Integration Systems LLC
CAIS Carlyle Direct Access GP LLC
DE
100%
by Capital Integration Systems LLC
10

Name
Jurisdiction
Percent of Voting Securities Owned
CAIS Carlyle Direct Access II GP LLC
DE
100%
by Capital Integration Systems LLC
CAIS Carlyle Direct Access II LP
DE
0%
Mgmt. by CAIS Carlyle Direct Access II GP LLC
CAIS Carlyle Direct Access LP
DE
0%
Mgmt. by CAIS Carlyle Direct Access GP LLC
CAIS Carlyle Realty Partners IX Access Fund GP
LLC
DE
100%
by Capital Integration Systems LLC
CAIS Carlyle Realty Partners IX Access Fund LP
DE
0%
Mgmt. by CAIS Carlyle Realty Partners IX Access
Fund GP LLC
CAIS Carlyle Renewable and Sustainable Energy
Fund GP LLC
DE
100%
by Capital Integration Systems LLC
CAIS Carlyle Renewable and Sustainable Energy
Fund LP
DE
0%
Mgmt. by CAIS Carlyle Renewable and Sustainable
Energy Fund GP LLC
CAIS Commerce Street Private Credit Fund I GP
LLC
DE
100%
by Capital Integration Systems LLC
CAIS Commerce Street Private Equity Fund I GP
LLC
DE
100%
by Capital Integration Systems LLC
CAIS Crawford Lake Fund Ltd.
CYM
0%
Mgmt. by Capital Integration Systems LLC
CAIS Crow Holdings Fund X GP LLC
DE
100%
by Capital Integration Systems LLC
CAIS Crow Holdings Fund X, L.P.
DE
0%
Mgmt. by CAIS Crow Holdings Fund X GP LLC
CAIS Davidson Kempner Opportunities Fund VII
GP LLC
 
100%
by Capital Integration Systems LLC
CAIS Davidson Kempner Opportunities Fund VII,
L.P.
DE
0%
Mgmt. by CAIS Davidson Kempner Opportunities
Fund VII GP LLC
CAIS Davidson Kempner Partners Fund LLC
DE
100%
by Capital Integration Systems LLC
CAIS Davidson Kempner Real Estate
Opportunities Fund GP LLC
DE
100%
by Capital Integration Systems LLC
CAIS Davidson Kempner Real Estate
Opportunities Fund, L.P.
DE
0%
Mgmt. by CAIS Davidson Kempner Real Estate
Opportunities Fund GP LLC
CAIS DES Composite Fund LLC
DE
100%
by Capital Integration Systems LLC
CAIS DES Lithic LLC
DE
100%
by Capital Integration Systems LLC
CAIS DES Oculus LLC
DE
100%
by Capital Integration Systems LLC
CAIS DES Oculus Ltd.
CYM
0%
Mgmt. by Capital Integration Systems LLC
CAIS Financial Credit Investment IV Access Fund
GP LLC
DE
100%
by Capital Integration Systems LLC
CAIS Financial Credit Investment IV Access Fund
LP
DE
0%
Mgmt. by CAIS Financial Credit Investment IV
Access Fund GP LLC
CAIS Franklin BSP Real Estate Opportunistic
Debt Fund II GP LLC
DE
100%
by Capital Integration Systems LLC
CAIS Franklin BSP Real Estate Opportunistic
Debt Fund II, L.P.
DE
0%
Mgmt. by CAIS Franklin BSP Real Estate
Opportunistic Debt Fund II GP LLC
CAIS GLT Private Alts Fund I GP LLC
DE
100%
by Capital Integration Systems LLC
CAIS HPS Strategic Investment Partners V GP
LLC
DE
100%
by Capital Integration Systems LLC
CAIS HPS Strategic Investment Partners V, L.P.
DE
0%
Mgmt. by CAIS HPS Strategic Investment Partners V
GP LLC
CAIS ICG Core Private Equity Fund, LLC
DE
100%
by Capital Integration Systems LLC
CAIS ICG LP Secondaries Fund I GP LLC
DE
100%
by Capital Integration Systems LLC
CAIS ICG LP Secondaries Fund I, L.P.
DE
0%
Mgmt. by CAIS ICG LP Secondaries Fund I GP LLC
CAIS ICG LP Secondaries Fund II GP LLC
 
100%
by Capital Integration Systems LLC
CAIS ICG LP Secondaries Fund II, L.P.
DE
0%
CAIS ICG LP Secondaries Fund II GP LLC
CAIS ICG Strategic Equity III GP LLC
DE
100%
by Capital Integration Systems LLC
CAIS ICG Strategic Equity III LP
DE
0%
Mgmt. by CAIS ICG Strategic Equity III GP LLC
CAIS ICG Strategic Equity IV GP LLC
DE
100%
by Capital Integration Systems LLC
CAIS ICG Strategic Equity IV LP
DE
0%
Mgmt. by CAIS ICG Strategic Equity IV GP LLC
CAIS ICG Strategic Equity V GP LLC
DE
100%
by Capital Integration Systems LLC
11

Name
Jurisdiction
Percent of Voting Securities Owned
CAIS ICG Strategic Equity V, L.P.
DE
0%
Mgmt. by CAIS ICG Strategic Equity V GP LLC
CAIS ICGSEIV Offshore GP LLC
DE
100%
by Capital Integration Systems LLC
CAIS ICGSEIV Offshore, L.P.
CYM
0%
Mgmt. by CAIS ICGSEIV Offshore GP LLC
CAIS ICGSEV Offshore GP LLC
DE
100%
by Capital Integration Systems LLC
CAIS ICGSEV Offshore, L.P.
CYM
0%
Mgmt. by CAIS ICGSEV Offshore GP LLC
CAIS Insurance Solutions LLC
DE
100%
by Capital Integration Systems LLC
CAIS Jain Global Fund LLC
DE
100%
by Capital Integration Systems LLC
CAIS KKR Ascendant Fund I GP LLC
DE
100%
by Capital Integration Systems LLC
CAIS KKR Ascendant Fund I, L.P.
DE
0%
Mgmt. by CAIS KKR Ascendant Fund I GP LLC
CAIS KKR Asset Based Finance Partners Access
Fund GP LLC
DE
100%
by Capital Integration Systems LLC
CAIS KKR Asset Based Finance Partners Access
Fund, LP
DE
0%
Mgmt. by CAIS KKR Asset Based Finance Partners
Access Fund GP LLC
CAIS KKR Asset Based Finance Partners
Offshore Access Fund, LP
CYM
0%
Mgmt. by CAIS KKR Asset Based Finance Partners
Access Fund GP LLC
CAIS KKR North America Fund XIV GP LLC
DE
100%
by Capital Integration Systems LLC
CAIS KKR North America Fund XIV, L.P.
DE
0%
Mgmt. by CAIS KKR North America Fund XIV GP
LLC
CAIS Lead Edge Capital VII GP LLC
 
100%
by Capital Integration Systems LLC
CAIS Lead Edge Capital VII, L.P.
DE
0%
CAIS Lead Edge Capital VII GP LLC
CAIS Leonard Green Equity Investors X GP LLC
DE
100%
by Capital Integration Systems LLC
CAIS Leonard Green Equity Investors X, L.P.
DE
0%
Mgmt. by CAIS Leonard Green Equity Investors X
GP LLC
CAIS Lexington Middle Market Investors V GP
LLC
DE
100%
by Capital Integration Systems LLC
CAIS Lexington Middle Market Investors V, L.P.
DE
0%
Mgmt. by CAIS Lexington Middle Market Investors V
GP LLC
CAIS LGP Sage Equity Investors GP LLC
DE
100%
by Capital Integration Systems LLC
CAIS LGP Sage Equity Investors, L.P.
DE
0%
Mgmt. by CAIS LGP Sage Equity Investors GP LLC
CAIS Mercer Private Equity Vintage Fund (TE) I
LP
DE
0%
Mgmt. by CM PEVF I GP LLC
CAIS Mercer Private Equity Vintage Fund I LP
DE
0%
Mgmt. by CM PEVF I GP LLC
CAIS Mercer Private Equity Vintage Fund II LP
DE
0%
Mgmt. by CM PEVF II GP LLC
CAIS Mercer Private Equity Vintage Fund III LP
DE
0%
Mgmt. by CM PEVF III GP LLC
CAIS Mercer Private Equity Vintage Fund IV LP
DE
0%
Mgmt. by CM PEVF IV GP LLC
CAIS Mercer Private Investments Partners VIII
Feeder GP LLC
 
100%
by Capital Integration Systems LLC
CAIS Mercer Private Investments Partners VIII
Feeder, L.P.
DE
0%
Mgmt. by CAIS Mercer Private Investments Partners
VIII Feeder GP LLC
CAIS Millennium Intl. Commitment Fund III Ltd.
Offshore
CYM
100%
by Capital Integration Systems LLC
CAIS Millennium Intl. Commitment Fund Ltd.
CYM
0%
Mgmt. by Capital Integration Systems LLC
CAIS Millennium Intl. Ltd.
CYM
0%
Mgmt. by Capital Integration Systems LLC
CAIS Millennium USA Commitment Fund III GP
LLC
DE
100%
by Capital Integration Systems LLC
CAIS Millennium USA Commitment Fund III
LLC
DE
100%
by Capital Integration Systems LLC
CAIS Millennium USA Commitment Fund LLC
DE
100%
by Capital Integration Systems LLC
CAIS Millennium USA LLC
DE
100%
by Capital Integration Systems LLC
CAIS Monroe PCF V (Onshore) GP LLC
DE
100%
by Capital Integration Systems LLC
CAIS Monroe PCF V (Onshore), L.P.
DE
0%
Mgmt. by CAIS Monroe PCF V (Onshore) GP LLC
CAIS North Rock Fund LLC
DE
100%
by Capital Integration Systems LLC
CAIS North Rock Fund, Ltd.
CYM
100%
by Capital Integration Systems LLC
12

Name
Jurisdiction
Percent of Voting Securities Owned
CAIS OT Opportunities XII CAIS (Onshore)
Access Fund GP LLC
DE
100%
by Capital Integration Systems LLC
CAIS Paloma International Ltd.
CYM
0%
Mgmt. by Capital Integration Systems LLC
CAIS Paloma Partners LLC
DE
100%
by Capital Integration Systems LLC
CAIS Partners Group Secondary Fund VIII GP
LLC
DE
100%
by Capital Integration Systems LLC
CAIS Partners Group Secondary Fund VIII, L.P.
DE
0%
Mgmt. by CAIS Partners Group Secondary Fund VIII
GP LLC
CAIS Pinegrove Capital Partners I Access GP
LLC
DE
100%
by Capital Integration Systems LLC
CAIS Private Equity Core I GP LLC
DE
100%
by Capital Integration Systems LLC
CAIS Private Equity Core I, L.P.
DE
0%
Mgmt. by CAIS Private Equity Core I GP LLC
CAIS Private Equity Core III GP LLC
 
100%
by Capital Integration Systems LLC
CAIS Private Equity Core III, L.P.
DE
0%
Mgmt. by CAIS Private Equity Core III GP LLC
CAIS Radnor Equity Partners GP LLC
DE
100%
by Capital Integration Systems LLC
CAIS Related Fund IV (TE) GP LLC
DE
100%
by Capital Integration Systems LLC
CAIS Related Fund IV (TE), L.P.
DE
0%
Mgmt. by CAIS Related Fund IV (TE) GP LLC
CAIS Related Fund IV GP LLC
DE
100%
by Capital Integration Systems LLC
CAIS Related Fund IV, L.P.
DE
0%
Mgmt. by CAIS Related Fund IV GP LLC
CAIS Reverence Capital Partners Credit
Opportunities Fund II GP LLC
DE
100%
by Capital Integration Systems LLC
CAIS Reverence Capital Partners Credit
Opportunities Fund II, L.P.
DE
0%
Mgmt. by CAIS Reverence Capital Partners Credit
Opportunities Fund II GP LLC
CAIS Reverence Partners Opportunities Fund V
(PE Fund III) GP LLC
DE
100%
by Capital Integration Systems LLC
CAIS Reverence Partners Opportunities Fund V
(PE Fund III) L.P.
DE
0%
Mgmt. by CAIS Reverence Partners Opportunities
Fund V (PE Fund III) GP LLC
CAIS SAM Alternative Investment Opportunities
Fund I GP LLC
DE
100%
by Capital Integration Systems LLC
CAIS Sculptor Master Fund LLC
DE
100%
by Capital Integration Systems LLC
CAIS Sculptor Master Fund Ltd.
CYM
0%
Mgmt. by Capital Integration Systems LLC
CAIS SL Alpine II, GP LLC
DE
100%
by Capital Integration Systems LLC
CAIS SL Alpine II, LP
DE
0%
Mgmt. by CAIS SL Alpine II, GP LLC
CAIS SSA Strategic Partners LLC
DE
100%
by Capital Integration Systems LLC
CAIS Stonepeak Infrastructure Fund V GP LLC
DE
100%
by Capital Integration Systems LLC
CAIS Stonepeak Infrastructure Fund V, L.P.
DE
0%
Mgmt. by CAIS Stonepeak Infrastructure Fund V GP
LLC
CAIS Strategic Investors Fund XI GP LLC
DE
100%
by Capital Integration Systems LLC
CAIS Strategic Investors Fund XI, L.P.
DE
100%
by CAIS Strategic Investors Fund XI GP LLC
CAIS TCG Private Credit (Offshore) 2024 GP
LLC
DE
100%
by Capital Integration Systems LLC
CAIS TCG Private Credit 2024 GP LLC
DE
100%
by Capital Integration Systems LLC
CAIS TCG Private Equity 2022 GP LLC
DE
100%
by Capital Integration Systems LLC
CAIS Third Point Offshore Fund Ltd.
CYM
0%
Mgmt. by Capital Integration Systems LLC
CAIS Third Point Partners LLC
DE
100%
by Capital Integration Systems LLC
CAIS Veritas PE IX GP LLC
DE
100%
by Capital Integration Systems LLC
CAIS Veritas PE IX, L.P.
DE
0%
Mgmt. by CAIS Veritas PE IX GP LLC
CAIS Vista Equity Partners Fund VIII GP LLC
DE
100%
by Capital Integration Systems LLC
CAIS Vista Equity Partners Fund VIII Offshore
GP LLC
DE
100%
by Capital Integration Systems LLC
CAIS Vista Equity Partners Fund VIII Offshore,
L.P.
CYM
0%
Mgmt. by CAIS Vista Equity Partners Fund VIII
Offshore GP LLC
CAIS Vista Equity Partners Fund VIII, L.P.
DE
0%
Mgmt. by CAIS Vista Equity Partners Fund VIII GP
LLC
13

Name
Jurisdiction
Percent of Voting Securities Owned
CAIS Vista Foundation Fund V (Offshore) GP
LLC
DE
100%
by Capital Integration Systems LLC
CAIS Vista Foundation Fund V (Offshore), L.P.
CYM
0%
Mgmt. by CAIS Vista Foundation Fund V (Offshore)
GP LLC
CAIS Vista Foundation Fund V GP LLC
DE
100%
by Capital Integration Systems LLC
CAIS Vista Foundation Fund V, L.P.
DE
0%
Mgmt. by CAIS Vista Foundation Fund V GP LLC
CAIS Warburg Pincus Global Growth (Fund XIV)
, L.P.
DE
0%
Mgmt. by CAIS Warburg Pincus Global Growth
(Fund XIV) GP LLC
CAIS Warburg Pincus Global Growth (Fund XIV)
GP LLC
DE
100%
by Capital Integration Systems LLC
CAIS WorldQuant Millennium SEALS Fund LLC
DE
100%
by Capital Integration Systems LLC
CAIS WorldQuant Millennium SEALS Offshore
Fund Ltd.
CYM
0%
Mgmt. by Capital Integration Systems LLC
Cajalco - Corona, LP
DE
0%
Mgmt. by SB-HS LOJV GP, LLC
California Pizza Kitchen LLC
DE
100%
by CPK Holdings LLC
California Pizza Kitchen of Annapolis LLC
MD
98.0%
by California Pizza Kitchen LLC
Camp Blood LLC
DE
100%
by A24 Films LLC
Camp Blood Productions LLC
DE
100%
by A24 Films LLC
Candy House LLC
LA
100%
by A24 Films LLC
Canon Portfolio Trust, LLC
KS
100%
by EPH, LLC
Capital Integration Systems LLC
DE
23.0%
by Eldridge CG Holdings LLC
CardCash Holdings, LLC
DE
86.0%
by Wanamaker Portfolio Trust, LLC
Carlostron, LLC
DE
100%
by Media Rights Capital II, LLC
Carlton Portfolio Trust, LLC
DE
100%
by EPH, LLC
Cary Street Capital, LLC
DE
0%
Mgmt. by EEH 2017 Prefered Member, LLC
Cavalcade Productions, LLC
DE
100%
by MRC II Holdings, LP
CBAM Credit Opportunities Fund GP, LLC
DE
100%
by CBAM Partners, LLC
CBAM Credit Opportunities Fund, LP
DE
100%
by CBAM Partners, LLC
CBAM Holdings, LLC
DE
56.5%
by Eldridge Capital Management, LLC
CBAM Partners, LLC
DE
100%
by CBAM Holdings, LLC
CF-G Funding II, LLC
DE
100%
by Gennessee Insurance Agency, LLC
CF-G Funding III, LLC
DE
100%
by Gennessee Insurance Agency, LLC
CF-G Funding, LLC
DE
100%
by Gennessee Insurance Agency, LLC
CG 109-Fairburn, LP
DE
0%
Mgmt. by SB-HS LOJV GP, LLC
CGREF 1 GP LLC
DE
100%
by CI AM LP
CGREF AIV 1 GP LLC
GBR
100%
by CI AM LP
CGREF AIV 1 Holdco Brand LLC
DE
100%
by CGREF AIV 1 LP
CGREF AIV 1 Holdco Hotel LLC
DE
100%
by CGREF AIV 1 LP
CGREF AIV 1 LP
DE
31.77%
by Cain RE LLC
CGREF CIP (UK) SLP
JEY
100%
by CI AM LP
CGREF CIP GP LLC
DE
100%
by CI AM LP
CGREF CIP LP
DE
100%
by CI AM LP
CH Capital A Holdings LLC
DE
100%
by Cain RE LLC
CH McCourt (The Stage) LLC
DE
50.46%
by CH Capital A Holdings LLc
Chain Bridge Opportunistic Funding Holdings,
LLC
KS
100%
by Sherwood Park, Inc.
Chain Bridge Opportunistic Funding, LLC
KS
100%
by Chain Bridge Opportunistic Funding Holdings,
LLC
CHE 830 Brickell LLC
DE
100%
by CHE Miami Holdings LLC
CHE Edgewater LLC
DE
100%
by CHE Miami Holdings LLC
CHE Miami Holdings LLC
DE
100%
by Cain RE LLC
CHE NE Street LLC
DE
100%
by CHE Miami Holdings LLC
CHE SJG Holdings LLC
DE
100%
by Cain PE LLC
14

Name
Jurisdiction
Percent of Voting Securities Owned
CHE SJG LLC
DE
100%
by CHE SJG Holdings LLC
CHE South Brickell LLC
DE
100%
by CHE Miami Holdings LLC
CHE UK GP Limited
JEY
100%
by Cain International LP
CHE UK Holdings LP
JEY
0%
Mgmt. by CHE UK GP Limited
CHE US Holdings LLC
DE
100%
by Cain International LP
Chisholm Trail, LLC
KS
100%
by Security Benefit Life Insurance Company
CI UK Newco Holdings Limited
GBR
100%
by CI AM LP
CI AM CIP (UK) SLP
JEY
0%
Mgmt. by CI AM CIP GP LLC
CI AM CIP GP LLC
DE
0%
Mgmt. by Cain International LP
CI AM GP Ltd
GBR
100%
by Cain International II LP
CI AM Holdings LLP
GBR
100%
by CI AM LP
CI AM LLC
GBR
100%
by CI AM LP
CI AM LP
DE
100%
by CI AM GP Ltd
CI BH Holdings II LLC
DE
71.5%
by Cain RE LLC
CI BH Holdings II LLC
DE
28.51%
by Mason Portfolio Trust, LLC
CI BH Holdings LLC
DE
71.5%
by One BH Investors LLC
CI BH Holdings LLC
DE
28.50%
by Wanamaker Portfolio Trust, LLC
CI Boston Holdings LLC
DE
100%
by Cain RE LLC
CI CB3 Subfund
Ireland
100%
by Cain International European Real Estate
Opportunity Fund I LP
CI Co-Invest I LLP
GBR
75.0%
by Cain International Management Ltd
CI Diplomat Holdings LLC
DE
1.0%
by Cain International LP
CI EREO I CIP GP Limited
GBR
100%
by CI AM LP
CI EREO I CIP GP Limited
JEY
100%
by CI AM LP
CI EREO I CIP LP
GBR
0%
Mgmt. by CI EREO I CIP GP Limited
CI EREO I CIP LP
JEY
0%
Mgmt. by CI EREO I CIP GP Limited
CI ExchangeCo Limited
GBR
100%
by Cain FinCo LLC
CI FCL Funding 1 Limited
GBR
100%
by CI FCL Investor LP
CI FCL Investor GP Limited
GBR
100%
by Cain International LP
CI FCL Investor LP
GBR
100%
by CI FCL Investor GP Limited
CI FLL Holdings, LLC
DE
100%
by Cain RE LLC
CI Founder Partner GP LLC
DE
100%
by Cain RE LLC
CI Founder Partner LP
DE
0%
Mgmt. by Cain RE LLC
CI GGL Limited
GBR
100%
by CH Capital A Holdings LLC
CI HM Holdings LLP
GBR
100%
by Cain RE LLC
CI HM InvestCo Limited
GBR
100%
by CI HM Holdings LLP
CI Koryfeum Sarl
LUX
100%
by CIEF1 UK Holdings Limited
CI Logistics Strat 1 CIP GP Limited
JEY
100%
by CI AM LP
CI Logistics Strat 1 CIP LP
JEY
100%
by CI AM LP
CI Logistics Strat 1 GP Limited
JEY
60.0%
by ACZ Investments LP
CI Logistics Strat 1 LP
JEY
60.0%
by ACZ Investments LP
CI Lux Services S.a.r.l.
DE
100%
by CI AM LP
CI Milan Limited
GBR
97.5%
by Cain PE (UK) Limited
CI Roman Holdings Sarl
LUX
100%
by CIEF1 UK Holdings Limited
CI San Diego Holdings LLC
DE
14.26%
by Cain RE LLC
CI SF Holdings Limited
GBR
100%
by Cain RE LLC
CI Student Strat 1 CIP GP Limited
JEY
100%
by CI AM LP
CI Student Strat 1 CIP LP
JEY
100%
by CI AM LP
CI Student Strat 1 GP Limited
JEY
100%
by CI AM LP
CI Student Strat 1 LP
JEY
100%
by ACZ Students LLC
CI UK Master Holdings Limited
GBR
100%
by CI AM LP
CI US Services GP LLC
DE
100%
by CI AM LP
CI W57th Street Holdings LLC
DE
100%
by CGREF AIV 1 LP
15

Name
Jurisdiction
Percent of Voting Securities Owned
CIEF1 UK Holdings Limited
GBR
100%
by Cain International European Real Estate
Opportunity Fund I LP
CI-F Zenith GP Limited
JEY
100%
by CI Student Strat 1 LP
CI-F Zenith LP
JEY
95.0%
by ACZ Investments LP
CI-F Zenith UK Holdings Limited
GBR
100%
by CI-F Zenith LP
CILS Barnsley Limited
GBR
100%
by CILS 1 UK Holdings Limited
CILS Belvedere Limited
GBR
100%
by CILS 1 UK Holdings Limited
CILS Ellesmere Port Limited
GBR
100%
by CILS 1 UK Holdings Limited
CILS Leighton Buzzard Limited
GBR
100%
by CILS 1 UK Holdings Limited
CILS Milton Limited
GBR
100%
by CILS 1 UK Holdings Limited
CILS Petersborough Limited
GBR
100%
by CILS 1 UK Holdings Limited
CILS Sherburn Limited
GBR
100%
by CILS 1 UK Holdings Limited
CILS1 UK Holdings Limited
GBR
100%
by CI Logistics Strat 1 LP
CIM Zenith Master Holdings Ltd
JEY
100%
by CI Student Strat 1 LP
CIM Bristol Co-Living Holdings Limited
GBR
100%
by CIM Zenith UK Holdings III Limited
CIM Bristol Holdings Limited
GBR
100%
by CIM Zenith UK Holdings III Limited
CIM Leeds Holdings Limited
GBR
100%
by CIM Zenith UK Holdings II Limited
CIM Leeds OpCo Limited
GBR
100%
by CIM Zenith UK Holdings II Limited
CIM Liverpool OpCo Limited
GBR
100%
by CIM Zenith UK Holdings Limited
CIM Manchester Holdings Limited
GBR
100%
by CIM Zenith UK Holdings Limited
CIM Manchester OpCo Limited
GBR
100%
by CIM Zenith UK Holdings Limited
CIM Nottingham Holdings 2 Limited
GBR
100%
by CIM Zenith UK Holdings Limited
CIM Nottingham OpCo Limited
GBR
100%
by CIM Zenith UK Holdings Limited
CIM York Holdings Limited
GBR
100%
by CIM Zenith UK Holdings II Limited
CIM York OpCo Limited
GBR
100%
by CIM Zenith UK Holdings II Limited
CIM Zenith UK Holdings II Limited
GBR
100%
by CIM Zenith Master Holdings Ltd
CIM Zenith UK Holdings III Limited
GBR
100%
by CIM Zenith Master Holdings Ltd
CIM Zenith UK Holdings Limited
GBR
100%
by CIM Zenith Master Holdings Ltd
Clearcover, Inc.
DE
37.99%
by Eldridge Clearcover Holdings LLC
Click Records, Inc.
DE
100%
by DCP Holdco I LLC
CLIO Investor, LLC
DE
100%
by Eldridge Sports and Entertainment GP, LP
CLT Devco LLC
DE
100%
by A24 Commerce St LLC
CLT Leasing LLC
DE
100%
by A24 Commerce St LLC
CM PEVF I GP LLC
DE
100%
by Capital Integration Systems LLC
CM PEVF II GP LLC
DE
100%
by Capital Integration Systems LLC
CM PEVF III GP LLC
DE
100%
by Capital Integration Systems LLC
CM PEVF IV GP LLC
DE
100%
by Capital Integration Systems LLC
Collins Park, LLC
KS
100%
by Dayton Funding, LLC
Commerce Street Private Credit Fund I, L.P.
DE
0%
Mgmt. by CAIS Commerce Street Private Credit Fund
I GP LLC
Commerce Street Private Equity Fund I, L.P.
DE
0%
Mgmt. by CAIS Commerce Street Private Equity
Fund I GP LLC
Competitive Socialising Group Limited
GBR
90.2%
by Cain PE (UK) Limited
Competitive Socialising Limited
GBR
100%
by Cain PE (UK) Limited
Competitive Socializing US LLC
DE
100%
by Competitive Socialising Limited
Constant Aviation, LLC
OH
100%
by Fairgrave Omlie, LLC
Convergent Financial Technologies LLC
DE
100%
by Zinnia Tech Solutions LLC
Convive Brands, LLC
DE
92.55%
by Aurify Brands, LLC
Convive Commissary Holdings, LLC
DE
100%
by Convive Brands, LLC
Convive PK Funding, LLC
DE
67.67%
by Convive Brands, LLC
Convive PK Funding, LLC
DE
33.33%
by Eldridge CPK Holdings, LLC
Convive PK Holdings, LLC
DE
92.5%
by Convive PK Funding, LLC
Convive PK Intermediate, LLC
DE
100%
by Convive PK Holdings, LLC
16

Name
Jurisdiction
Percent of Voting Securities Owned
Cooper Portfolio Trust, LLC
DE
100%
by Eldridge Corporate Portfolio Holdings, LLC
Core Complexity Fund GP LLC
DE
100%
by Capital Integration Systems LLC
Core Complexity Fund, L.P.
DE
0%
Mgmt. by Core Complexity Fund GP LLC
Core Convexity International Fund, Ltd.
CYM
100%
by Capital Integration Systems LLC
Coronado Heights, LLC
KS
100%
by Security Benefit Life Insurance Company
Corporate Wings Technical Services LLC
OH
100%
by Fairgrave Omlie, LLC
Cottonwood Pioneer Capital, LLC
KS
100%
by Sherwood Park, Inc.
CP Investment Holdings, LLC
DE
100%
by dcp Holdco II, LLC
CPI Productions, Inc.
DE
100%
by DCP Holdco I LLC
CPK Franchise LLC
DE
100%
by CPK Holdings LLC
CPK Holdings LLC
DE
100%
by Convive PK Intermediate, LLC
CPK Hospitality LLC
TX
100%
by California Pizza Kitchen LLC
CPK Hunt Valley LLC
MD
98.0%
by California Pizza Kitchen LLC
CPK Management LLC
CA
100%
by California Pizza Kitchen LLC
CPK Spirits LLC
TX
100%
by CPK Texas LLC
CPK Texas LLC
TX
100%
by CPK Hospitality LLC
Crack in the Earth Limited
GBR
100%
by A24 Films LLC
Crawford Park Capital, LLC
DE
100%
by Orlando Portfolio Trust, LLC
Crescent Portfolio Trust, LLC
DE
100%
by EPH, LLC
Crestview Park, LLC
KS
100%
by Sherwood Park, Inc.
Croatan Holdings, LLC
DE
0%
Mgmt. by EEH 2017 Prefered Member, LLC
CSL (Canada) Limited
GBR
100%
by Competitive Socialising Limited
CSL (Jam) Limited
GBR
100%
by Competitive Socialising Limited
CSL Investor, LLC
DE
100%
by Eldridge Sports and Entertainment GP, LP
Culper211 LLC
DE
65.0%
by SCF Aviation Capital LLC
Cyrus Portfolio Trust, LLC
DE
100%
by Dayton Funding, LLC
Davis Portfolio Trust, LLC
DE
100%
by EPH, LLC
Dawn Acres V, LLC
DE
100%
by Chain Bridge Opportunistic Funding Holdings,
LLC
Dawson 1967, LLC
KS
100%
by Sherwood Park, Inc.
Dayton Funding II, LLC
DE
100%
by Sherwood Park, Inc.
Dayton Funding, LLC
DE
100%
by Dayton Funding II, LLC
DC Company Music, LLC
CA
100%
by Dick Clark Productions, LLC
dcp Corp.
DE
100%
by DCP Holdco I LLC
dcp Disc Inc.
DE
100%
by DCP Holdco I LLC
DCP Funding LLC
DE
81.5%
by EMG HoldCo, LLC
DCP Guaranty Services, LLC
DE
100%
by Dick Clark Productions, LLC
DCP Holdco I LLC
DE
100%
by DCP Funding LLC
dcp Holdco II, LLC
DE
100%
by Valence Media, LLC
DCP Holdings DE, LLC
DE
100%
by CP Investment Holdings, LLC
DCP Rights, LLC
DE
100%
by DCP Guaranty Services, LLC
dcp TL Funding LLC
DE
50.0%
by CP Investment Holdings, LLC
Dcpg investco, LLC
DE
100%
by Eldridge Media Group, LLC
Dcpl investco, LLC
DE
100%
by Eldridge Media Group, LLC
Death By Pretzel Productions Ltd.
CAN
100%
by Eternity Productions LLC
Death Match LLC
DE
100%
by A24 Films LLC
Death Yell LLC
DE
100%
by A24 Films LLC
Deer Creek Portfolio Trust, LLC
DE
100%
by Dayton Funding, LLC
Delano Brand Holdings LLC
DE
33.34%
by ECD Brand Holdings LLC
Delano Portfolio Trust, LLC
DE
100%
by EPH, LLC
Denver Zombie Crawl, LLC
CO
100%
by 13 FEG Touring Events, LLC
Desert Screams LLC
AZ
100%
by 13 FEG Haunted Holdings, LLC
Devenetco Ltd
Cyprus
100%
by Amicross Ltd
17

Name
Jurisdiction
Percent of Voting Securities Owned
Dick Clark Communications, Inc.
DE
100%
by DCP Holdco I LLC
Dick Clark Features, Inc.
CA
100%
by DCP Holdco I LLC
Dick Clark Film Group, Inc.
CA
100%
by DCP Holdco I LLC
Dick Clark Kids, Inc.
DE
100%
by DCP Holdco I LLC
Dick Clark Media Archives, LLC
CA
100%
by Dick Clark Productions, LLC
Dick Clark Productions, LLC
DE
100%
by DCP Holdings DE, LLC
Dick Clark Restaurants, Inc.
DE
100%
by DCP Holdco I LLC
Digital Media Asset Holdings, LLC
DE
100%
by EMG AH LLC
Direct Holdings Americas LLC
DE
100%
by Direct Holdings Global LLC
Direct Holdings Customer Service Inc.
DE
100%
by Direct Holdings Americas LLC
Direct Holdings Global LLC
DE
100%
by Mosaic Media Investment Partners, LLC
Direct Holdings Libraries Inc.
DE
100%
by DCP Holdco I LLC
Dishwasher LLC
DE
100%
by A24 Films LLC
Dishwasher Productions Inc.
CAN
100%
by Dishwasher Rights LLC
Dishwasher Rights LLC
DE
100%
by A24 Films LLC
DLICT, LLC
DE
75.0%
by Eldridge Industries, LLC
DNBR Funding II, LLC
DE
100%
by Dunbarre Insurance Agency, LLC
DNBR Funding, LLC
KS
100%
by Dunbarre Insurance Agency, LLC
Do It Live LLC
DE
100%
by A24 Films LLC
Doc Lobster, LLC
CA
100%
by MRC Documentary Holdings, LLC
Donkey Elephant Productions, LLC
DE
100%
by Mayfair Portfolio Trust, LLC
Dopamine Sparkle LLC
DE
100%
by A24 Films LLC
Double Yew LLC
DE
100%
by A24 Films LLC
Dover Portfolio Trust, LLC
DE
100%
by Dayton Funding, LLC
DPL Financial Partners, LLC
DE
47.0%
by Eldridge DPL Holdings LLC
Dramatic Movie LA LLC
LA
100%
by A24 Films LLC
Dramatic Movie LLC
DE
100%
by A24 Films LLC
Dramatic Movie Rights LLC
DE
100%
by A24 Films LLC
DS MB Holdings LLC
DE
100%
by Steamboat Portfolio Trust, LLC
Dunbarre Insurance Agency, LLC
DE
100%
by SBL Holdings, Inc.
Dust Bowl Capital, LLC
KS
100%
by Sherwood Park, Inc.
Dynamo 1C S.a.r.l.
DE
100%
by Cain PE LLC
E10 Holdings Kft
Hungary
100%
by Buda Hills JV B.V.
E10 Project Kft
Hungary
100%
by E10 Holdings Kft
EA Wellness FL LLC
DE
0%
Mgmt. by EA Wellness MSO LLC
EA Wellness Holdings LLC
DE
55.98%
by Eldridge MSO Holdings LLC
EA Wellness Intermendiate LLC
DE
100%
by EA Wellness Holdings LLC
EA Wellness MSO LLC
DE
100%
by EA Wellness Intermendiate LLC
EACS II, LLC
DE
100%
by Eldridge Industries, LLC
EACS LLC
DE
100%
by Eldridge Industries, LLC
Eagle 2 Limited
GBR
19.1%
by Cain PE (UK) Limited
Eagle 2 Limited
GBR
57.6%
by Competitive Socialising Group Limited
Earhart Capital, LLC
KS
100%
by Security Benefit Life Insurance Company
Easy Mark CDN Productions Inc
CAN
100%
by MRC II Holdings, LP
Easy Mark, LLC
CA
100%
by MRC II Holdings, LP
EBBH, LLC
DE
100%
by Eldridge Industries, LLC
EC 17th Street Holdings LLC
DE
54.9%
by Delano Portfolio Trust, LLC
EC 17th Street MezzCo LLC
DE
100%
by EC 17th Street Holdings LLC
ECD Brand Holdings LLC
DE
50.0%
by CGREF AIV 1 Holdco Brand LLC
ECD Brands Holdings LLC
DE
50.0%
by Delano Portfolio Trust, LLC
Echidna Capital LLC
DE
70.0%
by Anthony D. Minella, Individual
ECM AH 2025-1, LLC
DE
100%
by Eldridge Capital Management, LLC
ECM UK Holdings Limited
GBR
100%
by CI AM LP
18

Name
Jurisdiction
Percent of Voting Securities Owned
EDCF I AB Assetco, LLC
DE
100%
by Dayton Funding, LLC
EDCF I Assetco Trust
DE
0%
Mgmt. by EDCF I AB Assetco, LLC
EDCF I Assetco, LLC
KS
100%
by Mine Creek, LLC
EDCF II AssetCo (U) LLC
DE
0%
Mgmt. by Eldridge Diversified Credit Fund II GP, LP
EDCF II AssetCo Offshore (U) LLC
DE
100%
by Eldridge Diversified Credit Fund II GP, LP
EDCF II Assetco, LLC
KS
100%
by Mine Creek, LLC
EDCF II Offshore Assetco, LLC
KS
100%
by Mine Creek, LLC
EDCFX Assetco, LLC
DE
100%
by Dayton Funding, LLC
Edgewood Portfolio Trust, LLC
DE
100%
by EPH, LLC
EEH 2017 Preferred Member, LLC
DE
100%
by SBT Investors, LLC
EEH 2017, LLC
DE
0%
Mgmt. by EEH 2017 Prefered Member, LLC
EEH 2017-AHC, LLC
DE
0%
Mgmt. by EEH 2017 Prefered Member, LLC
EEH 2017-EC, LLC
DE
100%
by EEH 2017 Prefered Member, LLC
EH Rockets Holdings LLC
DE
100%
by Eldridge Industries, LLC
EH Rockets Master Holdings LLC
DE
100%
by Eldridge Industries, LLC
EH2021, LLC
DE
100%
by Zinnia Corporate Holdings, LLC
EHA 100 DE LP
DE
60.0%
by EH Rockets Holdings LLC
EHA 100 GP LLC
DE
0%
Mgmt. by EH Rockets Holdings LLC
EISCP Co-Invest Holdings, LLC
DE
100%
by Crawford Park Capital, LLC
EKW Holdings II LLC
DE
100%
by Wanamaker Portfolio Trust, LLC
EKW Holdings III LLC
DE
100%
by Wanamaker Portfolio Trust, LLC
EKW Holdings IV LLC
DE
100%
by Wanamaker Portfolio Trust, LLC
EKW Holdings LLC
DE
100%
by Vista Portfolio Trust, LLC
EKW Holdings V LLC
DE
100%
by Carlton Portfolio Trust, LLC
Eldridge 17th Street Holdings LLC
DE
100%
by Delano Portfolio Trust, LLC
Eldridge 4AIR Holdings LLC
DE
100%
by Crawford Park Capital, LLC
Eldridge 625 Broadway, LLC
DE
100%
by Mason Portfolio Trust, LLC
Eldridge A24 Holdings, LLC
DE
100%
by Tuttle Portfolio Trust, LLC
Eldridge Accelerant Funding, LLC
DE
100%
by Crawford Park Capital, LLC
Eldridge Acre Holdings LLC
DE
100%
by Eldridge Industries, LLC
Eldridge Acre Infrastructure Partners, LP
DE
60.0%
by Eldridge Industries, LLC
Eldridge Acre Partners GP, LLC
DE
60.0%
by Eldridge Acre Holdings LLC
Eldridge Acre Partners, LP
DE
60.0%
by Eldridge Acre Holdings LLC
Eldridge ACZ Funding, LLC
DE
100%
by Ruby Portfolio Trust, LLC
Eldridge Aircraft Services LLC
DE
100%
by EPH II, LLC
Eldridge Al Maryah, LLC
DE
100%
by Eldridge Industries, LLC
Eldridge Alpaca Funding, LLC
DE
100%
by Crawford Park Capital, LLC
Eldridge AMD Holdings LLC
DE
100%
by Ridge Media Holdings, LLC
Eldridge ARK Crypto US Fund Holdings LLC
DE
100%
by Crawford Park Capital, LLC
Eldridge Asset Allocation, LLC
DE
100%
by Eldridge Capital Management, LLC
Eldridge Atlas Investor, LLC
DE
100%
by Eldridge Industries, LLC
Eldridge Ausenco Holdings, LLC
DE
100%
by Eldridge Industries, LLC
Eldridge Ballotready Holdings LLC
DE
25.43%
by Mayfair Portfolio Trust, LLC
Eldridge BB Holdings, LLC
DE
100%
by EBBH, LLC
Eldridge BBLP, LLC
DE
100%
by Eldridge BB Holdings, LLC
Eldridge Bilt Holdings LLC
DE
100%
by Dayton Funding, LLC
Eldridge Blink Holdings LLC
DE
100%
by Wanamaker Portfolio Trust, LLC
Eldridge Blockchain.com Funding LLC
DE
100%
by Maple Portfolio Trust, LLC
Eldridge Buckle Funding, LLC
DE
100%
by Primrose Portfolio Trust, LLC
Eldridge Business Services LLC
DE
99.0%
by Eldridge Corporate Services, LLC
Eldridge C9E Holdings LLC
DE
100%
by Crawford Park Capital, LLC
Eldridge Capital Management (Singapore) PTE.
LTD
Singapore
100%
by ESCA Holdings, LLC
19

Name
Jurisdiction
Percent of Voting Securities Owned
Eldridge Capital Management Services (UK)
Limited
GBR
100%
by Eldridge Capital Management, LLC
Eldridge Capital Management Services, LLC
DE
100%
by Eldridge Capital Management, LLC
Eldridge Capital Management, LLC
DE
100%
by Eldridge, LLC
Eldridge Carry Holdings, LP
DE
100%
by Eldridge Industries Manager, LLC
Eldridge CDS Holdings, LLC
KS
100%
by Sherwood Park, Inc.
Eldridge CEC Funding, LLC
DE
100%
by Hillcrest Holdings, LLC
Eldridge CG Holdings LLC
DE
0%
Mgmt. by Eldridge CGCI, LLC
Eldridge CG Holdings LLC
DE
0%
Mgmt. by Eldridge FS Holdings, LLC
Eldridge CGCI, LLC
DE
100%
by Eldridge FS Holdings, LLC
Eldridge CH GP LLC
DE
100%
by Eldridge CH Holdings, LLC
Eldridge CH Holdings, LLC
DE
100%
by Eldridge Industries, LLC
Eldridge CH LP LLC
DE
100%
by Eldridge CH Holdings, LLC
Eldridge CI Holdings II LLC
DE
100%
by Eldridge Capital Management, LLC
Eldridge CI LP LLC
DE
100%
by Eldridge CI Holdings II LLC
Eldridge CIC Holdings LLC
DE
17.35%
by Palmer Portfolio Trust, LLC
Eldridge CILP Funding II, LLC
DE
12.51%
by Eldridge Finco, LLC
Eldridge CILP Funding II, LLC
DE
87.49%
by EPH, LLC
Eldridge CILP Funding III, LLC
DE
100%
by Eldridge Finco, LLC
Eldridge CILP Funding IV, LLC
DE
100%
by Grigg Portfolio Trust, LLC
Eldridge CILP Funding, LLC
DE
100%
by Skylark Portfolio Trust, LLC
Eldridge CIREF Holdings, LLC
DE
70.846%
by Potwin Place, LLC
Eldridge CIREF Holdings, LLC
DE
29.154%
by Skyline Portfolio Trust, LLC
Eldridge Clark Funding, LLC
DE
100%
by Gladstone Portfolio Trust, LLC
Eldridge Clearcover Holdings LLC
DE
62.99%
by Edgewood Portfolio Trust, LLC
Eldridge Clearcover Holdings LLC
DE
37.01%
by Vista Portfolio Trust, LLC
Eldridge CLIO Holdings LLC
DE
100%
by Collins Park, LLC
Eldridge CLO Manager, LLC
DE
100%
by Eldridge Capital Management, LLC
Eldridge Cloudframe Holdings LLC
DE
100%
by Madison Portfolio Trust, LLC
Eldridge Cobalt Funding, LLC
DE
100%
by Armstrong Portfolio Trust, LLC
Eldridge Co-Invest Holdings LLC
DE
100%
by Eldridge Industries, LLC
Eldridge College Sports Holdings, LLC
DE
100%
by Crawford Park Capital, LLC
Eldridge Convive Holdings II, LLC
DE
27.9%
by Arch Portfolio Trust, LLC
Eldridge Convive Holdings II, LLC
DE
36.33%
by Palmer Portfolio Trust, LLC
Eldridge Convive Holdings II, LLC
DE
35.77%
by Putnam Asset Holdings, LLC
Eldridge Convive Holdings, LLC
DE
100%
by The Eldridge Convive Irrevocable Trust, LLC
Eldridge Corporate Funding LLC
DE
100%
by Eldridge Capital Management, LLC
Eldridge Corporate Portfolio Holdings, LLC
DE
100%
by EPH, LLC
Eldridge Corporate Services, LLC
DE
100%
by Eldridge Industries, LLC
Eldridge CPK Holdings II, LLC
DE
100%
by Eldridge Industries, LLC
Eldridge CPK Holdings III, LLC
DE
100%
by Eldridge Industries, LLC
Eldridge CPK Holdings, LLC
DE
100%
by Eldridge CPK Holdings II, LLC
Eldridge CRB Funding, LLC
DE
100%
by Crawford Park Capital, LLC
Eldridge Credit Advisers (UK) Limited
GBR
100%
by Eldridge Capital Management, LLC
Eldridge Credit Advisers, LLC
DE
100%
by Eldridge Capital Management, LLC
Eldridge Cutover Holdings LLC
DE
100%
by Maple Portfolio Trust, LLC
Eldridge CVPF II Holdings, LLC
DE
100%
by Crawford Park Capital, LLC
Eldridge Datamarx Holdings, LLC
DE
100%
by Perry Portfolio Trust, LLC
Eldridge Dataminr Holdings LLC
DE
100%
by Crawford Park Capital, LLC
Eldridge DBDK Funding, LLC
DE
100%
by Crawford Park Capital, LLC
Eldridge DBZ Holdings, LLC
DE
13.463%
by Bentley Park, LLC
Eldridge DCF II Aggregator LP
DE
0%
Mgmt. by Eldridge DCF II Holdings, LLC
Eldridge DCF II Aggregator LP
DE
0%
Mgmt. by Eldridge Diversified Credit Fund II GP, LP
20

Name
Jurisdiction
Percent of Voting Securities Owned
Eldridge DCF II AIV LP
DE
0%
Mgmt. by Eldridge DCF II Holdings, LLC
Eldridge DCF II AIV LP
DE
0%
Mgmt. by Eldridge Diversified Credit Fund II GP, LP
Eldridge DCF II AIV LP Series I-Levered
DE
0%
Mgmt. by Eldridge DCF II AIV LP
Eldridge DCF II AIV LP Series I-Unlevered
DE
0%
Mgmt. by Eldridge DCF II AIV LP
Eldridge DCF II AIV Series Program I Blocker
LLC
DE
100%
by Eldridge Diversified Credit Fund II GP, LP
Eldridge DCF II Holdings, LLC
DE
100%
by Eldridge Industries, LLC
Eldridge DCP Holdings LLC
DE
100%
by Ridge Media Holdings, LLC
Eldridge Defense & Security, LLC
DE
69.83%
by Eldridge EDS Holdings II, LLC
Eldridge Defense & Security, LLC
DE
15.08%
by Eldridge EDS Holdings, LLC
Eldridge Digital Asset Holdings, LLC
DE
100%
by Crawford Park Capital, LLC
Eldridge Diversified Credit Feeder Fund II LP
DE
0%
Mgmt. by Eldridge DCF II Holdings, LLC
Eldridge Diversified Credit Feeder Fund II LP
DE
0%
Mgmt. by Eldridge Diversified Credit Fund II GP, LP
Eldridge Diversified Credit Feeder Fund II LP -
Series I-Levered
DE
0%
Mgmt. by Eldridge Diversified Credit Feeder Fund II
LP
Eldridge Diversified Credit Feeder Fund II LP -
Series I-Unlevered
DE
0%
Mgmt. by Eldridge Diversified Credit Feeder Fund II
LP
Eldridge Diversified Credit Feeder Fund LP
DE
0%
Mgmt. by Eldridge DCF II Holdings, LLC
Eldridge Diversified Credit Feeder Fund LP
DE
0%
Mgmt. by Eldridge GP, LLC
Eldridge Diversified Credit Fund HoldCo, LP
DE
0%
Mgmt. by Eldridge Diversified Credit Fund I, LP
Eldridge Diversified Credit Fund HoldCo, LP
DE
0%
Mgmt. by Eldridge GP, LLC
Eldridge Diversified Credit Fund I GP, LP
DE
0%
Mgmt. by Eldridge GP, LLC
Eldridge Diversified Credit Fund I, LP
DE
0%
Mgmt. by Eldridge Diversified Credit Fund I GP, LP
Eldridge Diversified Credit Fund II (Offshore)
Levered HoldCo, LP
CYM
0%
Mgmt. by Eldridge Diversified Credit Fund II
(Offshore) LP – Series I - Levered
Eldridge Diversified Credit Fund II (Offshore)
Levered HoldCo, LP
CYM
0%
Mgmt. by Eldridge Diversified Credit Fund II GP, LP
Eldridge Diversified Credit Fund II (Offshore) LP
DE
0%
Mgmt. by Eldridge DCF II Holdings, LLC
Eldridge Diversified Credit Fund II (Offshore) LP
CYM
0%
Mgmt. by Eldridge Diversified Credit Fund II GP, LP
Eldridge Diversified Credit Fund II (Offshore) LP
– Series I - Levered
CYM
100%
by Eldridge Diversified Credit Fund II (Offshore) LP
Eldridge Diversified Credit Fund II (Offshore) LP
– Series I - Unlevered
CYM
100%
by Eldridge Diversified Credit Fund II (Offshore) LP
Eldridge Diversified Credit Fund II (Offshore)
Unlevered HoldCo, LP
CYM
0%
Mgmt. by Eldridge Diversified Credit Fund II
(Offshore) LP – Series I - Unlevered
Eldridge Diversified Credit Fund II (Offshore)
Unlevered HoldCo, LP
CYM
0%
Mgmt. by Eldridge Diversified Credit Fund II GP, LP
Eldridge Diversified Credit Fund II GP, LP
DE
0%
Mgmt. by Eldridge Carry Holdings, LP
Eldridge Diversified Credit Fund II GP, LP
DE
0%
Mgmt. by Eldridge GP, LLC
Eldridge Diversified Credit Fund II Levered
HoldCo (L), LP
DE
0%
Mgmt. by Eldridge DCF II Holdings, LLC
Eldridge Diversified Credit Fund II Levered
HoldCo (L), LP
DE
0%
Mgmt. by Eldridge Diversified Credit Fund II GP, LP
Eldridge Diversified Credit Fund II Levered
HoldCo, LP
DE
0%
Mgmt. by Eldridge DCF II Holdings, LLC
Eldridge Diversified Credit Fund II Levered
HoldCo, LP
DE
0%
Mgmt. by Eldridge Diversified Credit Fund II GP, LP
Eldridge Diversified Credit Fund II LP
DE
0%
Mgmt. by Eldridge DCF II Holdings, LLC
Eldridge Diversified Credit Fund II LP
CYM
0%
Mgmt. by Eldridge Diversified Credit Fund II GP, LP
Eldridge Diversified Credit Fund II LP – Series I -
Levered
CYM
100%
by Eldridge Diversified Credit Fund II LP
Eldridge Diversified Credit Fund II LP – Series I -
Unlevered
CYM
100%
by Eldridge Diversified Credit Fund II LP
21

Name
Jurisdiction
Percent of Voting Securities Owned
Eldridge Diversified Credit Fund II Unlevered
HoldCo (L), LP
DE
0%
Mgmt. by Eldridge DCF II Holdings, LLC
Eldridge Diversified Credit Fund II Unlevered
HoldCo (L), LP
DE
0%
Mgmt. by Eldridge Diversified Credit Fund II GP, LP
Eldridge Diversified Credit Fund II Unlevered
HoldCo, LP
DE
0%
Mgmt. by Eldridge DCF II Holdings, LLC
Eldridge Diversified Credit Fund II Unlevered
HoldCo, LP
DE
0%
Mgmt. by Eldridge Diversified Credit Fund II GP, LP
Eldridge Diversified Credit Fund Rated Note
Feeder LLC
DE
100%
by Eldridge Diversified Credit RNF GP, LP
Eldridge Diversified Credit Fund RNF Master LP
DE
0%
Mgmt. by Eldridge Carry Holdings, LP
Eldridge Diversified Credit Fund RNF Master LP
DE
0%
Mgmt. by Eldridge Diversified Credit RNF GP, LP
Eldridge Diversified Credit RNF GP, LP
DE
0%
Mgmt. by Eldridge Carry Holdings, LP
Eldridge Diversified Credit RNF GP, LP
DE
0%
Mgmt. by Eldridge GP, LLC
Eldridge Diversified Credit Series Program I
Blocker LP
CYM
0%
Mgmt. by Eldridge Diversified Credit Feeder Fund II
LP - Series I-Levered
Eldridge Diversified Credit Series Program I
Blocker LP
CYM
0%
Mgmt. by Eldridge Diversified Credit Feeder Fund II
LP - Series I-Unlevered
Eldridge Diversified Credit Series Program I
Blocker LP
CYM
0%
Mgmt. by Eldridge Diversified Credit Fund II GP, LP
Eldridge DMO, LLC
DE
100%
by Wanamaker Portfolio Trust, LLC
Eldridge DPL Holdings LLC
DE
100%
by Crawford Park Capital, LLC
Eldridge EA Holdings, LLC
DE
84.5%
by SBT Investors, LLC
Eldridge EAIP Holdings, LLC
KS
100%
by Holliday Park, LLC
Eldridge Ediphy Holdings, LLC
DE
100%
by Bruce Park Portfolio Trust, LLC
Eldridge EDS Holdings II, LLC
DE
100%
by Eldridge Industries, LLC
Eldridge EDS Holdings, LLC
DE
99.0%
by Baldwin Portfolio Trust, LLC
Eldridge EDS Holdings, LLC
DE
1.0%
by Perry Portfolio Trust, LLC
Eldridge ELO Funding LLC
DE
100%
by Mason Portfolio Trust, LLC
Eldridge Epic Holdings, LLC
DE
100%
by EPH, LLC
Eldridge Equine Holdings LLC
DE
100%
by Bedford Portfolio Trust, LLC
Eldridge Equine II Holdings LLC
DE
87.34%
by Bedford Portfolio Trust, LLC
Eldridge Equine II Holdings LLC
DE
12.66%
by Wanamaker Portfolio Trust, LLC
Eldridge Equipment Finance LLC
DE
100%
by EPH, LLC
Eldridge Esports Funding II LLC
DE
100%
by Wanamaker Portfolio Trust, LLC
Eldridge Executive Services LLC
DE
99.0%
by Eldridge Corporate Services, LLC
Eldridge FEG Holdings
DE
100%
by Steamboat Portfolio Trust, LLC
Eldridge Fevo Funding, LLC
DE
97.54%
by Carlton Portfolio Trust, LLC
Eldridge Fevo Funding, LLC
DE
2.46%
by Madison Portfolio Trust, LLC
Eldridge FGNY Holdings, LLC
DE
100%
by Eldridge Industries, LLC
Eldridge FGNY LLC
DE
100%
by Crawford Park Capital, LLC
Eldridge FHI Investor II, LLC
DE
100%
by Dayton Funding II, LLC
Eldridge FHI Investor LLC
DE
100%
by Dayton Funding II, LLC
Eldridge Finco Holdings, LLC
DE
100%
by Eldridge Industries, LLC
Eldridge Finco, LLC
DE
100%
by Eldridge Industries, LLC
Eldridge Fixated Holdings, LLC
DE
100%
by Eldridge AMD Holdings LLC
Eldridge FS Holdings, LLC
DE
18.75%
by Bruce Park Portfolio Trust, LLC
Eldridge FS Holdings, LLC
DE
81.75%
by Montgomery Portfolio Trust, LLC
Eldridge Fund Aggregator, LLC
DE
100%
by Eldridge Fund Investor II, LLC
Eldridge Fund Investor I, LLC
DE
100%
by Wallace Portfolio Trust, LLC
Eldridge Fund Investor II, LLC
DE
100%
by Cooper Portfolio Trust, LLC
Eldridge Gamma Holdings, LLC
DE
100%
by Crawford Park Capital, LLC
Eldridge G-Form Holdings LLC
DE
100%
by Crawford Park Capital, LLC
Eldridge Gizer Funding LLC
DE
100%
by Maple Portfolio Trust, LLC
22

Name
Jurisdiction
Percent of Voting Securities Owned
Eldridge goPuff Holdings LLC
DE
11.43%
by Crawford Park Capital, LLC
Eldridge GP 1 SEF Holdings, LLC
DE
100%
by Eldridge Industries, LLC
Eldridge GP, LLC
DE
100%
by Eldridge Capital Management, LLC
Eldridge GP1 Advisers, LLC
DE
100%
by Eldridge Capital Management, LLC
Eldridge GP1 Atlas Aggregator LP
DE
0%
Mgmt. by Eldridge Atlas Investor, LLC
Eldridge GP1 Atlas Aggregator LP
DE
0%
Mgmt. by Eldridge GP1 Atlas GP LLC
Eldridge GP1 Atlas Cayman LP
CYM
0%
Mgmt. by Eldridge GP1 Atlas Co-Investors Offshore
LP
Eldridge GP1 Atlas Cayman LP
CYM
0%
Mgmt. by Eldridge GP1 Atlas GP, LLC
Eldridge GP1 Atlas Co-Investors Offshore LP
CYM
0%
Mgmt. by Eldridge Atlas Investor, LLC
Eldridge GP1 Atlas Co-Investors Offshore LP
CYM
0%
Mgmt. by Eldridge GP1 Atlas GP LLC
Eldridge GP1 Atlas Co-Investors, LP
DE
0%
Mgmt. by Eldridge Atlas Investor, LLC
Eldridge GP1 Atlas Co-Investors, LP
DE
0%
Mgmt. by Eldridge GP1 Atlas GP, LLC
Eldridge GP1 Atlas FundingCo LP
DE
0%
Mgmt. by Atlas FundingCo GP LLC
Eldridge GP1 Atlas FundingCo LP
DE
0%
Mgmt. by Eldridge GP1 Atlas MezzCo LP
Eldridge GP1 Atlas GP LLC
DE
100%
by Eldridge GP1 Strategic Equity Fund GP LP
Eldridge GP1 Atlas GP, LLC
DE
100%
by Eldridge Industries, LLC
Eldridge GP1 Atlas I LLC
DE
100%
by Eldridge GP1 Atlas FundingCo LP
Eldridge GP1 Atlas II LLC
DE
100%
by Eldridge GP1 Atlas FundingCo LP
Eldridge GP1 Atlas MezzCo LP
DE
0%
Mgmt. by Atlas MezzCo GP LLC
Eldridge GP1 Atlas MezzCo LP
DE
0%
Mgmt. by Eldridge GP1 Atlas Aggregator LP
Eldridge GP1 Atlas Offshore LP
CYM
0%
Mgmt. by Eldridge GP1 Atlas GP LLC
Eldridge GP1 Atlas Offshore LP
CYM
0%
Mgmt. by Eldridge GP1 Atlas US LLC
Eldridge GP1 Atlas US LLC
DE
100%
by Eldridge GP1 Atlas Co-Investors Offshore LP
Eldridge GP1 IPS Aggregator LP
DE
0%
Mgmt. by Eldridge GP1 SEF Holding, LLC
Eldridge GP1 IPS Aggregator LP
DE
0%
Mgmt. by Eldridge GP1 Strategic Equity Fund GP
L.P. - Series 1
Eldridge GP1 IPS Holdings LLC
DE
100%
by Eldridge Industries, LLC
Eldridge GP1 Puris Aggregator LP
DE
0%
Mgmt. by Eldridge GP1 SEF Holding, LLC
Eldridge GP1 Puris Aggregator LP
DE
0%
Mgmt. by Eldridge GP1 Strategic Equity Fund GP
L.P. - Series 1
Eldridge GP1 Puris Holdings LLC
DE
100%
by Eldridge Industries, LLC
Eldridge GP1 Raven Aggregator LP
DE
0%
Mgmt. by Eldridge GP1 SEF Holding, LLC
Eldridge GP1 Raven Aggregator LP
DE
0%
Mgmt. by Eldridge GP1 Strategic Equity Fund GP
L.P. - Series 1
Eldridge GP1 Raven Holdings LLC
DE
100%
by Eldridge Industries, LLC
Eldridge GP1 SEF Atlas Cayman LP
CYM
0%
Mgmt. by Eldridge GP1 Strategic Equity Fund GP
L.P. - Series 1
Eldridge GP1 SEF Atlas Cayman LP
CYM
0%
Mgmt. by Eldridge GP1 Strategic Equity Fund
Offshore LP – Series I
Eldridge GP1 SEF Holding, LLC
DE
100%
by Eldridge Industries, LLC
Eldridge GP1 Strategic Equity Fund CIP LP
DE
0%
Mgmt. by Eldridge Carry Holdings, LP
Eldridge GP1 Strategic Equity Fund CIP LP
CYM
0%
Mgmt. by Eldridge GP, LLC
Eldridge GP1 Strategic Equity Fund Co-Invest LP
DE
0%
Mgmt. by Eldridge Industries Manager, LLC
Eldridge GP1 Strategic Equity Fund Co-Invest LP
DE
0%
Mgmt. by Eldridge Industries, LLC
Eldridge GP1 Strategic Equity Fund GP L.P. -
Series 1
CYM
0%
Mgmt. by Eldridge Carry Holdings, LP
Eldridge GP1 Strategic Equity Fund GP LP
DE
0%
Mgmt. by Eldridge Carry Holdings, LP
Eldridge GP1 Strategic Equity Fund GP LP
CYM
0%
Mgmt. by Eldridge GP, LLC
Eldridge GP1 Strategic Equity Fund L.P.
CYM
0%
Mgmt. by Eldridge Carry Holdings, LP
Eldridge GP1 Strategic Equity Fund L.P.
CYM
0%
Mgmt. by Eldridge GP1 Strategic Equity Fund GP
L.P. - Series 1
Eldridge GP1 Strategic Equity Fund LP
DE
0%
Mgmt. by Eldridge GP1 SEF Holding, LLC
23

Name
Jurisdiction
Percent of Voting Securities Owned
Eldridge GP1 Strategic Equity Fund LP
DE
0%
Mgmt. by Eldridge GP1 Strategic Equity Fund GP
L.P. - Series 1
Eldridge GP1 Strategic Equity Fund LP – Series I
CYM
0%
Mgmt. by Eldridge GP1 Strategic Equity Fund GP
L.P. - Series 1
Eldridge GP1 Strategic Equity Fund LP – Series I
CYM
0%
Mgmt. by Eldridge GP1 Strategic Equity Fund L.P.
Eldridge GP1 Strategic Equity Fund Offshore LP
DE
0%
Mgmt. by Eldridge GP1 SEF Holding, LLC
Eldridge GP1 Strategic Equity Fund Offshore LP
DE
0%
Mgmt. by Eldridge GP1 Strategic Equity Fund GP
L.P. - Series 1
Eldridge GP1 Strategic Equity Fund Offshore LP
– Series I
CYM
0%
Mgmt. by Eldridge GP1 Strategic Equity Fund GP
L.P. - Series 1
Eldridge GP1 Strategic Equity Fund Offshore LP
– Series I
CYM
0%
Mgmt. by Eldridge GP1 Strategic Equity Fund
Offshore LP
Eldridge GP1 Strategic Equity Fund-A L.P.
CYM
0%
Mgmt. by Eldridge Carry Holdings, LP
Eldridge GP1 Strategic Equity Fund-A L.P.
CYM
0%
Mgmt. by Eldridge GP1 Strategic Equity Fund GP
L.P. - Series 1
Eldridge GP1 Tandem Holdings, LLC
DE
100%
by Eldridge Industries, LLC
Eldridge HBF II Holdings, LLC
DE
100%
by Hawk Trail, LLC
Eldridge HCC Investor LLC
DE
100%
by PD Holdings LLC
Eldridge HCC, LLC
DE
6.25%
by Eldridge HCC Investor LLC
Eldridge HI Funding, LLC
DE
100%
by Gladstone Portfolio Trust, LLC
Eldridge HIP Riverport Holdings LLC
DE
100%
by Skylark Portfolio Trust, LLC
Eldridge HNSF V Holdings, LLC
DE
100%
by Crawford Park Capital, LLC
Eldridge Homodeus Funding LLC
DE
100%
by Crawford Park Capital, LLC
Eldridge HS Funding LLC
DE
87.69%
by Morningside Portfolio Trust, LLC
Eldridge HS Funding LLC
DE
12.31%
by Walker Portfolio Trust, LLC
Eldridge HSCM Holdings, LLC
DE
100%
by Mammoth Ridge Discovery, LLC
Eldridge HZACS LLC
DE
100%
by Eldridge Industries, LLC
Eldridge IE Funding LLC
DE
60.39%
by Pinecrest Portfolio Trust, LLC
Eldridge IE Funding LLC
DE
100%
by Walker Portfolio Trust, LLC
Eldridge India Holdings II, LLC
DE
100%
by Eldridge Capital Management, LLC
Eldridge India Holdings, LLC
DE
100%
by Eldridge Capital Management, LLC
Eldridge Industries Manager, LLC
DE
100%
by Eldridge Industries, LLC
Eldridge Industries, LLC
DE
2.1%
by Bilbao-KCI, LLC
Eldridge Industries, LLC
DE
0%
by Echidna Capital LLC
Eldridge Industries, LLC
DE
2.7%
by EEH 2017, LLC
Eldridge Industries, LLC
DE
5.4%
by EEH 2017-EC, LLC
Eldridge Industries, LLC
DE
74.1%
by SBT Investors, LLC
Eldridge International Management Limited
Abu Dhabi
100%
by Eldridge Al Maryah, LLC
Eldridge Investors Holdings, LLC
DE
100%
by Eldridge Industries, LLC
Eldridge Investors, LLC
DE
100%
by Eldridge Investors Holdings, LLC
Eldridge IP Holdings II LLC
DE
81.75%
by Eldridge IP Holdings III LLC
Eldridge IP Holdings III LLC
DE
7.96%
by Armstrong Portfolio Trust, LLC
Eldridge IP Holdings III LLC
DE
22.88%
by Bedford Portfolio Trust, LLC
Eldridge IP Holdings III LLC
DE
69.17%
by Pinecrest Portfolio Trust, LLC
Eldridge IP Holdings LLC
DE
11.84%
by Armstrong Portfolio Trust, LLC
Eldridge IP Holdings LLC
DE
22.88%
by Bedford Portfolio Trust, LLC
Eldridge IP Holdings LLC
DE
65.29%
by Pinecrest Portfolio Trust, LLC
Eldridge IP Investor, LLC
DE
100%
by Eldridge Sports and Entertainment GP, LP
Eldridge Isar Funding LLC
DE
100%
by Winchester Portfolio Trust, LLC
Eldridge Kamerra Funding, LLC
DE
100%
by Crawford Park Capital, LLC
Eldridge Kindbody Holdings LLC
DE
1.91%
by Canon Portfolio Trust, LLC
Eldridge Koho Funding, LLC
DE
100%
by Crawford Park Capital, LLC
Eldridge KRNL Funding LLC
DE
100%
by Crawford Park Capital, LLC
24

Name
Jurisdiction
Percent of Voting Securities Owned
Eldridge LAD Holdings, LLC
DE
1.0%
by Eldridge Industries, LLC
Eldridge LAD Holdings, LLC
DE
99.0%
by SBC LAD Holdings, LLC
Eldridge Laylo Holdings LLC
DE
100%
by Crawford Park Capital, LLC
Eldridge LPC Funding, LLC
DE
100%
by Primrose Portfolio Trust, LLC
Eldridge Lynx Funding LLC
DE
100%
by Crawford Park Capital, LLC
Eldridge Management Carry Holdings, LP
DE
0%
Mgmt. by Eldridge GP, LLC
Eldridge Management Carry Holdings, LP
DE
0%
Mgmt. by Eldridge Industries, LLC
Eldridge Management Holdings, LLC
DE
0%
Mgmt. by Eldridge GP, LLC
Eldridge Management Holdings, LLC
DE
0%
Mgmt. by Eldridge Industries, LLC
Eldridge MasterClass Holdings LLC
DE
100%
by Crawford Park Capital, LLC
Eldridge Media Group, LLC
DE
1.0%
by DCP Holdco I LLC
Eldridge Media Group, LLC
DE
99.0%
by Eldridge Media Holdings, LLC
Eldridge Media Holdings, LLC
DE
58.67%
by Ridge Media Holdings, LLC
Eldridge Media Publishing, LLC
DE
100%
by Eldridge Media Holdings, LLC
Eldridge MetroTech Holdings II LLC
DE
100%
by Eldridge Sharp Holdings LLC
Eldridge MetroTech Holdings, LLC
DE
100%
by Eldridge Sharp Holdings LLC
Eldridge MM CLO WH 2026-2, LLC
KS
100%
by SCF SB Investor, LLC
Eldridge Mojo Funding, LLC
DE
100%
by Crawford Park Capital, LLC
Eldridge MSO Holdings LLC
DE
90.0%
by Eldridge Industries, LLC
Eldridge Netomi Holdings LLC
DE
100%
by Bedford Portfolio Trust, LLC
Eldridge Nexus Funding, LLC
DE
100%
by Note Funding 1892-2, LLC
Eldridge Odyssey Holdings, LLC
DE
100%
by Maple Portfolio Trust, LLC
Eldridge OOSTO Holdings, LLC
DE
100%
by Eldridge Sharp Holdings LLC
Eldridge PayActiv Holdings LLC
DE
12.31%
by Canon Portfolio Trust, LLC
Eldridge PayActiv Holdings LLC
DE
11.72%
by Maple Portfolio Trust, LLC
Eldridge PayActiv Holdings LLC
DE
9.21%
by Mason Portfolio Trust, LLC
Eldridge PayActiv Holdings LLC
DE
11.72%
by Newton Portfolio Trust, LLC
Eldridge PayActiv Holdings LLC
DE
55.03%
by Oakridge Portfolio Trust, LLC
Eldridge PCH Holdings, LLC
DE
100%
by Vista Portfolio Trust, LLC
Eldridge Pixion Funding LLC
DE
100%
by Wanamaker Portfolio Trust, LLC
Eldridge Powerboard Holdings LLC
DE
100%
by Madison Portfolio Trust, LLC
Eldridge PPRO Holdings LLC
DE
100%
by Crawford Park Capital, LLC
Eldridge Puris Holdings, LLC
DE
100%
by Oakridge Portfolio Trust, LLC
Eldridge PVIII Holdings LLC
DE
100%
by Crawford Park Capital, LLC
Eldridge Qcode Holdings, LLC
DE
100%
by Eldridge AMD Holdings LLC
Eldridge Qloo Holdings LLC
DE
100%
by Crawford Park Capital, LLC
Eldridge QuantaDT Holdings LLC
DE
100%
by Putnam Asset Holdings, LLC
Eldridge Raven Holdings LLC
DE
100%
by Eldridge GP1 Raven Holdings LLC
Eldridge RBUSA Holdings LLC
DE
30.87%
by Armstrong Portfolio Trust, LLC
Eldridge RBUSA Holdings LLC
DE
1.91%
by Canon Portfolio Trust, LLC
Eldridge RBUSA Holdings LLC
DE
9.17%
by Steamboat Portfolio Trust, LLC
Eldridge RBUSA Holdings LLC
DE
58.06%
by Wanamaker Portfolio Trust, LLC
Eldridge RDCP II Holdings, LLC
DE
100%
by Crawford Park Capital, LLC
Eldridge RDE Holdings, LLC
DE
100%
by Bedford Portfolio Trust, LLC
Eldridge Resilience Holdings LLC
DE
100%
by Crawford Park Capital, LLC
Eldridge RJPC Holdings, LLC
DE
100%
by Crawford Park Capital, LLC
Eldridge ROS Holdings LLC
DE
100%
by Carlton Portfolio Trust, LLC
Eldridge Route Funding, LLC
DE
100%
by Crawford Park Capital, LLC
Eldridge RV Holdings, LLC
KS
100%
by Sherwood Park, Inc.
Eldridge S3-H Holdings LLC
DE
100%
by Dayton Funding II, LLC
Eldridge S3-R Holdings LLC
DE
100%
by Crawford Park Capital, LLC
Eldridge SamCart Funding, LLC
DE
100%
by Crawford Park Capital, LLC
Eldridge SCIH Holdings II LLC
DE
100%
by Dayton Funding II, LLC
25

Name
Jurisdiction
Percent of Voting Securities Owned
Eldridge SCIH Holdings LLC
DE
100%
by Crawford Park Capital, LLC
Eldridge SCIH-P Holdings LLC
DE
100%
by Crawford Park Capital, LLC
Eldridge SCIH-S Holdings LLC
DE
100%
by Crawford Park Capital, LLC
Eldridge SCPH Investor II LLC
DE
100%
by Dayton Funding II, LLC
Eldridge SCPH Investor LLC
DE
100%
by Mason Portfolio Trust, LLC
Eldridge SCPH, LLC
DE
3.06%
by Eldridge SCPH Investor LLC
Eldridge SCPH, LLC
DE
46.94%
by Eldridge SCPH Investor II LLC
Eldridge SE Co-Invest E, LP
DE
0%
Mgmt. by Eldridge Carry Holdings, LP
Eldridge SE Co-Invest E, LP
DE
100%
by Eldridge GP, LLC
Eldridge Services, LLC
DE
100%
by Eldridge Corporate Services, LLC
Eldridge SFLY Funding, LLC
DE
100%
by Potwin Place, LLC
Eldridge Sharp D LLC
DE
100%
by Eldridge Sharp Holdings LLC
Eldridge Sharp FC LLC
DE
100%
by Eldridge Sharp Holdings LLC
Eldridge Sharp FundingCo II GP LP
DE
0%
Mgmt. by Eldridge Carry Holdings, LP
Eldridge Sharp FundingCo II LP
DE
0%
Mgmt. by Eldridge Sharp D LLC
Eldridge Sharp FundingCo II LP
DE
0%
Mgmt. by Eldridge Sharp FundingCo II GP LP
Eldridge Sharp Holdings II LLC
DE
100%
by Eldridge Industries, LLC
Eldridge Sharp Holdings II LLC
DE
100%
by Eldridge Sharp Holdings III LLC
Eldridge Sharp Holdings III LLC
DE
100%
by Eldridge Industries, LLC
Eldridge Sharp Holdings LLC
DE
100%
by Eldridge Sharp Holdings II LLC
Eldridge Sharp PB LLC
DE
100%
by Eldridge Sharp Holdings LLC
Eldridge Sharp PC LLC
DE
100%
by Eldridge Sharp Holdings LLC
Eldridge SHDG Holdings LLC
DE
100%
by Potwin Place, LLC
Eldridge SkyHive Holdings LLC
DE
100%
by Primrose Portfolio Trust, LLC
Eldridge SLCF IV Holdings LLC
DE
100%
by Crawford Park Capital, LLC
Eldridge SME Advisers, LLC
DE
100%
by Eldridge Capital Management, LLC
Eldridge SME Co-Invest E, LLC
DE
100%
by Eldridge Industries, LLC
Eldridge SMT Holdings LLC
DE
100%
by Glenville Portfolio Trust, LLC
Eldridge Snap! Holdings II LLC
DE
100%
by Oakridge Portfolio Trust, LLC
Eldridge Snap! Holdings LLC
DE
90.0%
by Oakridge Portfolio Trust, LLC
Eldridge Sports and Entertainment C GP, LLC
DE
0%
Mgmt. by Eldridge Sports and Entertainment GP, LP
Eldridge Sports and Entertainment Fund
Aggregator A, LP
DE
0%
Mgmt. by Eldridge Carry Holdings, LP
Eldridge Sports and Entertainment Fund
Aggregator A, LP
DE
0%
Mgmt. by Eldridge Sports and Entertainment GP, LP
Eldridge Sports and Entertainment Fund
Aggregator B, LP
DE
0%
Mgmt. by Eldridge Carry Holdings, LP
Eldridge Sports and Entertainment Fund
Aggregator B, LP
DE
0%
Mgmt. by Eldridge Sports and Entertainment C GP,
LLC
Eldridge Sports and Entertainment Fund C, LP
DE
0%
Mgmt. by Eldridge Carry Holdings, LP
Eldridge Sports and Entertainment Fund C, LP
DE
0%
Mgmt. by Eldridge Sports and Entertainment C GP,
LLC
Eldridge Sports and Entertainment Fund LL, LP
DE
100%
by Eldridge Industries, LLC
Eldridge Sports and Entertainment Fund Offshore,
LP
DE
0%
Mgmt. by Eldridge Carry Holdings, LP
Eldridge Sports and Entertainment Fund Offshore,
LP
DE
0%
Mgmt. by Eldridge Sports and Entertainment GP, LP
Eldridge Sports and Entertainment Fund, LP
DE
0%
Mgmt. by Eldridge Carry Holdings, LP
Eldridge Sports and Entertainment Fund, LP
DE
0%
Mgmt. by Eldridge Sports and Entertainment GP, LP
Eldridge Sports and Entertainment GP, LP
DE
0%
Mgmt. by Eldridge Carry Holdings, LP
Eldridge Sports and Entertainment GP, LP
DE
0%
Mgmt. by Eldridge GP, LLC
Eldridge SpotOn Funding, LLC
DE
100%
by Crawford Park Capital, LLC
Eldridge StandardVision Holdings, LLC
DE
100%
by Vista Portfolio Trust, LLC
26

Name
Jurisdiction
Percent of Voting Securities Owned
Eldridge Stash Funding LLC
DE
100%
by Maple Portfolio Trust, LLC
Eldridge Structured Credit Advisers, LLC
DE
100%
by ESCA Holdings, LLC
Eldridge Stucki Holdings, LLC
DE
100%
by Perry Park, LLC
Eldridge Tax Services Inc.
DE
100%
by Eldridge Business Services LLC
Eldridge TG Funding, LLC
CYM
100%
by Chain Bridge Opportunistic Funding Holdings,
LLC
Eldridge Trent Rockets Holdings LLC
DE
100%
by Eldridge Industries, LLC
Eldridge Tripledot Holdings LLC
DE
100%
by Maple Portfolio Trust, LLC
Eldridge Truebill Funding, LLC
DE
20.0%
by Armstrong Portfolio Trust, LLC
Eldridge Truebill Funding, LLC
DE
80.0%
by Mason Portfolio Trust, LLC
Eldridge TTV VI Funding, LLC
DE
100%
by Crawford Park Capital, LLC
Eldridge TTV-GL Holdings LLC
DE
100%
by Crawford Park Capital, LLC
Eldridge Tuvoli Holdings LLC
DE
100%
by Wanamaker Portfolio Trust, LLC
Eldridge Unqork Holdings II, LLC
DE
100%
by Crawford Park Capital, LLC
Eldridge Unqork Holdings LLC
DE
70.0%
by Eldridge Unqork Holdings II, LLC
Eldridge Util Holdings, LLC
DE
100%
by Carlton Portfolio Trust, LLC
Eldridge Vanguard Holdings II, LLC
DE
100%
by Eldridge Defense & Security, LLC
Eldridge Vanguard Holdings, LLC
DE
100%
by Eldridge Vanguard Holdings II, LLC
Eldridge VG Funding, LLC
DE
100%
by Crawford Park Capital, LLC
Eldridge Viral Nation Holdings LLC
DE
96.27%
by Bedford Portfolio Trust, LLC
Eldridge Viral Nation Holdings LLC
DE
100%
by Crawford Park Capital, LLC
Eldridge Viral Nation Purchaseco Ltd.
CAN
100%
by Eldridge Viral Nation Holdings LLC
Eldridge VM Holdings LLC
DE
100%
by Crawford Park Capital, LLC
Eldridge Wealth Solutions, Inc.
KS
100%
by Eldridge, LLC
Eldridge Wellthy Funding LLC
DE
100%
by Crawford Park Capital, LLC
Eldridge, LLC
DE
100%
by Eldridge Industries, LLC
Elia Management LLC
DE
100%
by A24 Films LLC
Elia Services LLC
DE
100%
by A24 Films LLC
Elm Portfolio Trust LLC
DE
100%
by EPH II, LLC
Elo Entertainment Inc.
DE
28.0%
by Eldridge ELO Funding LLC
ELPW Project Limited
GBR
100%
by A24 Films LLC
ELPW Rights LLC
GBR
100%
by A24 Films LLC
EMG AH LLC
DE
99.0%
by Eldridge Media Group, LLC
EMG HoldCo, LLC
DE
0%
Mgmt. by Eldridge Media Holdings, LLC
EMH AH LLC
DE
100%
by EMH II, LLC
EMH I, LLC
DE
100%
by Eldridge Media Holdings, LLC
EMH II, LLC
DE
100%
by Eldridge Media Holdings, LLC
EMH-PME Holdings, LLC
DE
100%
by Valence Media, LLC
EMH-PME LLC
DE
100%
by Eldridge Media Group, LLC
EMO Holdings, LLC
DE
0%
Mgmt. by EEH 2017 Prefered Member, LLC
Empty Suit, LLC
CA
100%
by MRC II Holdings, LP
Endless Encore LLC
DE
100%
by A24 Films LLC
Enemies LLC
DE
100%
by A24 Films LLC
Enemies Rights LLC
DE
100%
by A24 Films LLC
EPH Holdings II, LLC
DE
100%
by Eldridge Industries, LLC
EPH Holdings, LLC
DE
100%
by EPH Holdings II, LLC
EPH II, LLC
DE
100%
by EPH Holdings, LLC
EPH, LLC
DE
100%
by EPH II, LLC
Epic Aero, Inc.
DE
100%
by Flexjet, Inc.
Epic Preferred Holdings II LLC
DE
84.595%
by Eldridge Epic Holdings, LLC
Epic Preferred Holdings II LLC
DE
15.405%
by Hillcrest Holdings, LLC
Epic Preferred Holdings LLC
DE
82.28%
by Harold Portfolio Trust, LLC
Epic Preferred Holdings LLC
DE
17.72%
by Madison Portfolio Trust, LLC
27

Name
Jurisdiction
Percent of Voting Securities Owned
Equinox Portfolio Trust, LLC
DE
100%
by Dayton Funding, LLC
ESCA Capital Administrator, LLC
DE
100%
by ESCA Holdings, LLC
ESCA Capital, LLC
DE
100%
by ESCA Holdings, LLC
ESCA Holdings, LLC
DE
100%
by Eldridge Capital Management, LLC
ESCA Services Holdings, LLC
DE
100%
by ESCA Holdings, LLC
ESCA Services, LLC
DE
99.0%
by ESCA Holdings, LLC
ESCA Services, LLC
DE
1.0%
by Panagram Services Holdings, LLC
Eternal Springs Productions LLC
NY
100%
by MRC II Holdings, LP
Eternity Film Productions Limited
GBR
100%
by A24 Films LLC
Eternity Productions LLC
DE
100%
by A24 Films LLC
Even Older CLT LLC
DE
100%
by A24 Films LLC
Everest Fuel Management, LLC
DE
100%
by Lenticular Energy Holdings, LLC
Evergreen Portfolio Trust, LLC
DE
100%
by EPH, LLC
Everly Holdings, LLC
DE
100%
by SBL Holdings, Inc.
Everly Incentive Plan, LLC
DE
100%
by Everly Holdings, LLC
Everly Life Insurance Company
WI
100%
by Everly Holdings, LLC
Everly, LLC
KS
100%
by Everly Holdings, LLC
Everywoman Limited
GBR
100%
by EW InvestCo Limited
EW InvestCo Limited
GBR
90.6%
by Cain PE LLC
EWM Private Equity Access I GP LLC
DE
100%
by Capital Integration Systems LLC
EWM Private Equity Access I, L.P.
DE
0%
Mgmt. by EWM Private Equity Access I GP LLC
Faces Off LLC
DE
100%
by After The Fact LLC
Fairchild Place Ltd
GBR
100%
by The Stage Shoreditch (Master) Unit Trust
Fairfield Portfolio Trust, LLC
DE
100%
by EPH, LLC
Fairgrave Omlie, LLC
OH
100%
by One Sky Flight, LLC
Falcon Portfolio Trust, LLC
DE
100%
by Dayton Funding, LLC
False Positive LLC
DE
100%
by After The Fact LLC
Family Secret Productions, Inc.
DE
100%
by DCP Holdco I LLC
Fang Shui, LLC
DE
100%
by MRC II Holdings, LP
FC Virginia Soccer Club LLC
VA
100%
by Cain International LP
FDC Investment Partners VIII GP LLC
DE
100%
by Capital Integration Systems LLC
FDC Investment Partners VIII, L.P.
DE
0%
Mgmt. by FDC Investment Partners VIII GP LLC
Fear Farm Holdings, LLC
AZ
100%
by 13 FEG Haunted Holdings, LLC
Fental Investments SLU
LUX
100%
by Blackbrook Property Holdings SARL
Fever Lake LLC
LA
100%
by After The Fact LLC
Fevo Czech s.r.o.
Czech
Republic
100%
by Fevo, Inc.
Fevo d.o.o. Beograd
Serbia
100%
by Fevo, Inc.
Fevo, Inc.
DE
20.19%
by Wanamaker Portfolio Trust, LLC
FGC 101 Maiden, LLC
NY
100%
by Fields GC, LLC
FGC 24 E12, LLC
DE
100%
by Fields GC, LLC
FGC 275 Madison, LLC
NY
100%
by Fields GC, LLC
FGC 304 PAS, LLC
NY
100%
by Fields GC, LLC
FGC 599 Lexington, LLC
NY
100%
by Fields GC, LLC
FGNY ParentCo Holdings, LLC
DE
86.5%
by Eldridge FGNY LLC
FHI Holdings LLC
DE
100%
by FHI Investor, LLC
FHI Investor, LLC
DE
37.81%
by Eldridge FHI Investor II, LLC
FHI Investor, LLC
DE
62.19%
by Eldridge FHI Investor LLC
Field Point Portfolio Trust, LLC
DE
100%
by Eldridge Industries, LLC
Fields GC, LLC
NY
56.0%
by Aurify Brands, LLC
Film Expo Group Holdings LLC
DE
85.7%
by Eldridge FEG Holdings LLC
Film Expo Group Intermediate Holdings, LLC
DE
100%
by Film Expo Group Holdings LLC
Film Expo Group LLC
DE
99.0%
by Film Expo Group Holdings LLC
28

Name
Jurisdiction
Percent of Voting Securities Owned
FilmNation Partners, LLC
DE
20.2%
by MRC II Distribution Company, L.P.
First Security Benefit Life Insurance and Annuity
Company of New York
NY
100%
by SBL Holdings, Inc.
Fish Tacos NY 1, LLC
NY
61.6%
by Aurify Fish Tacos Holdings, LLC
Flexjet Holdings Malta Limited
Malta
100%
by Flexjet International, DAC
Flexjet International, DAC
Ireland
49.0%
by Flexjet Limited
Flexjet Limited
GBR
100%
by One Sky Flight, LLC
Flexjet Operations Ltd.
GBR
100%
by Flexjet International, DAC
Flexjet Operations Malta Limited
Malta
100%
by Flexjet Malta Holdings Limited
Flexjet Vertical Lift, LLC
DE
100%
by One Sky Flight, LLC
Flexjet, Inc.
DE
5.17%
by Big Springs, LLC
Flexjet, Inc.
DE
15.67%
by Eldridge EA Holdings, LLC
Flexjet, Inc.
DE
6.89%
by Epic Preferred Holdings II LLC
Flexjet, Inc.
DE
3.41%
by Epic Preferred Holdings LLC
Flexjet, LLC
GBR
100%
by One Sky Flight, LLC
FLF Invest EOOD
Bulgaria
100%
by Grayalfa Holdings Ltd
Flight Options, LLC
DE
100%
by One Sky Flight, LLC
Flint Rock Portfolio Trust, LLC
DE
100%
by EPH, LLC
Flip the Script, LLC
DE
100%
by Sugar23, Inc.
Fort Pruf Rock Mezz LLC
DE
100%
by Fort Pruf Rock Parent LLC
Fort Pruf Rock Parent LLC
DE
50.0%
by CI FLL Holdings, LLC
Fort Pruf Rock Trustee LLC
DE
100%
by Fort Pruf Rock Mezz LLC
Fortwell Capital Limited
GBR
95.0%
by ECM UK Holdings Limited
Fortwick 1 LP
Scotland
71.25%
by Fortwell Capital Limited
Fox River Investments, LLC
DE
100%
by Spoon River Investments, LLC
FPR 1 Member LLC
DE
100%
by Fort Pruf Rock Parent LLC
FPR 1 Mezz LLC
DE
100%
by FPR Investor LLC
FPR 1 PropCo LLC
DE
100%
by FPR 1 Mezz LLC
FPR Investor LLC
DE
100%
by FPR 1 Member LLC
FPR US 1 LLC
DE
100%
by Fort Pruf Rock Parent LLC
Franklin Portfolio Trust, LLC
DE
100%
by Dayton Funding, LLC
Free State Funding, LLC
KS
100%
by Sherwood Park, Inc.
FreezeCorp LLC
DE
100%
by A24 Films LLC
Frimpse Film Productions Ltd
CAN
100%
by Frimpse LLC
Frimpse LLC
CA
100%
by MRC II Holdings, LP
Fulwell Cain Studios Limited
GBR
100%
by CI SF Holdings Limited
Fulwell Investor, LP
DE
100%
by Eldridge Sports and Entertainment GP, LP
Fulwell Member U.S. Holdco, Inc.
GBR
32.0%
by Valence FW73, LLC
Fulwell Member UK Holdco Limited
GBR
32.0%
by Valence FW73, LLC
Fusion PBSA Platform Limited
GBR
33.3%
by CI UK Master Holdings Limited
Future Autumn LLC
DE
100%
by After The Fact LLC
Future to the Back Limited
GBR
100%
by A24 Films LLC
FX Leasing, LLC
DE
100%
by SCF Aviation Capital LLC
FX Notes LLC
DE
100%
by SCF Aviation Capital LLC
FXSolutions, LLC
DE
100%
by One Sky Flight, LLC
Galinda Park, LLC
DE
100%
by Chain Bridge Opportunistic Funding Holdings,
LLC
Galliard Developments Ltd
GBR
100%
by GDL Holdco Limited
Galliard Group Limited
GBR
4.8%
by CI GGL Limited
Gamma Media Holdings UK LTD
GBR
100%
by Gamma Media Holdings, LLC
Gamma Media Holdings, LLC
DE
43.50%
by Flint Rock Portfolio Trust, LLC
Garfield Park, LLC
KS
100%
by Sherwood Park, Inc.
GC Portfolio Trust, LLC
DE
100%
by Dayton Funding, LLC
29

Name
Jurisdiction
Percent of Voting Securities Owned
GDL (Millharbour) Ltd
GBR
100%
by Galliard Developments Ltd
GDL (Romford) Limited
GBR
100%
by Galliard Developments Ltd
GDL (TCRW) Limited
GBR
100%
by Galliard Developments Ltd
GDL (Tower Bridge Road) Limited
GBR
70.0%
by Galliard Developments Ltd
GDL Holdco Limited
GBR
0%
Board rights held by CH Capital A Holdings LLc
GEC Finance, LLC
DE
100%
by Eldridge Industries, LLC
Generate Entertainment, LLC
DE
100%
by DCP Holdings DE, LLC
Gennessee Insurance Agency, LLC
DE
100%
by SBL Holdings, Inc.
G-Form Incentive Plan, LLC
DE
100%
by Eldridge G-Form Holdings LLC
G-Form, LLC
RI
23.50%
by Wanamaker Portfolio Trust, LLC
Ghost Shift LLC
DE
100%
by A24 Films LLC
Ghost Shift Rights LLC
DE
100%
by A24 Films LLC
Gizer Inc.
DE
26.23%
by Eldridge Gizer Funding LLC
Gladstone Portfolio Trust, LLC
DE
100%
by Dayton Funding, LLC
Glenville Portfolio Trust, LLC
DE
100%
by EPH, LLC
Glow Holdings, LLC
DE
100%
by Pumpkin Fest Holdings, LLC
GLT Private Alts Fund I, L.P.
DE
0%
Mgmt. by CAIS GLT Private Alts Fund I GP LLC
Golden Dragons, LLC
CA
100%
by MRC II Holdings, LP
Golden Globes Holdings, LLC
DE
33.3%
by EMH-PME LLC
Golden Globes, LLC
DE
60.0%
by Golden Globes Holdings, LLC
Got a Little Sloppy LLC
DE
100%
by A24 Films LLC
Got A Little Sloppy Productions Inc.
CAN
100%
by Mother Mary Rights LLC
Granger Portfolio Trust, LLC
DE
100%
by EPH, LLC
Grayalfa Holdings Ltd
Cyprus
100%
by Devenetco Ltd
GRE Austin, LLC
DE
100%
by Great Room Escape, LLC
GRE Chicago, LLC
DE
100%
by Great Room Escape, LLC
GRE Cincinnati, LLC
DE
100%
by Great Room Escape, LLC
GRE Cleveland, LLC
DE
100%
by Great Room Escape, LLC
GRE Columbus, LLC
OH
100%
by Great Room Escape, LLC
GRE Dallas, LLC
DE
100%
by Great Room Escape, LLC
GRE Denver, LLC
DE
100%
by Great Room Escape, LLC
GRE Houston, LLC
TX
100%
by Great Room Escape, LLC
GRE Jacksonville, LLC
FL
100%
by Great Room Escape, LLC
GRE Nashville, LLC
TN
100%
by Great Room Escape, LLC
GRE San Antonio, LLC
DE
100%
by Great Room Escape, LLC
GRE Tempe, LLC
DE
100%
by Great Room Escape, LLC
Great Green Room, LLC
CA
100%
by MRC II Holdings, LP
Great Room Escape, LLC
CO
100%
by 13FEG Ops, LLC
Greatest Night, LLC
CA
100%
by MRC Documentary, L.P.
Greenview Portfolio Trust, LLC
DE
100%
by Dayton Funding, LLC
Grigg Portfolio Trust, LLC
DE
100%
by EPH, LLC
Grove Lane Portfolio Trust, LLC
DE
100%
by EPH, LLC
Guacamole Airlines LLC
DE
100%
by A24 Films LLC
Gun & Radio, LLC
CA
100%
by MRC Documentary, L.P.
GV 667, LLC
DE
100%
by Air Eldridge LLC
GVI 6109, LLC
DE
100%
by Air Eldridge LLC
GVI 6274, LLC
DE
100%
by Air Eldridge LLC
GVI 7019, LLC
DE
100%
by Air Eldridge LLC
GYKIT, LLC
CA
100%
by MRC Documentary Holdings, LLC
Halfnelson Films UK Limited
GBR
100%
by MRC II Holdings, LP
Halfnelson Films, LLC
CA
100%
by MRC II Holdings, LP
Halo Aviation Ltd.
GBR
100%
by Flexjet Operations Ltd.
Hamilton Portfolio Trust LLC
DE
100%
by EPH, LLC
30

Name
Jurisdiction
Percent of Voting Securities Owned
Hamilton Portfolio Trust LLC
DE
100%
by EPH, LLC
Harold Portfolio Trust, LLC
DE
100%
by EPH, LLC
Harsh Times, LLC
DE
30.0%
by MRC Investments, LLC
Hawk Trail, LLC
DE
100%
by Security Benefit Life Insurance Company
Hibernation Season Inc.
CAN
100%
by A24 Films LLC
High Roller Productions LLC
CA
100%
by MRC II Holdings, LP
Highland Peak Asset Holdings, LLC
DE
100%
by Highland Peak Trust
Highland Peak FA Holdings, LLC
NJ
100%
by Highland Peak Trust
Highland Peak Trust
DE
100%
by EPH Holdings, LLC
Hillcrest Holdings, LLC
KS
100%
by Dayton Funding, LLC
Hillside Portfolio Trust, LLC
DE
100%
by EPH, LLC
HM DevCo Limited
GBR
100%
by Honey Monster Limited
Holliday Park, LLC
KS
100%
by Dayton Funding, LLC
Honey Monster Limited
GBR
100%
by CI HM InvestCo Limited
HoneyMonster HoldCo 1 Limited
GBR
100%
by Honey Monster Limited
HoneyMonster HoldCo 2 Limited
GBR
100%
by HoneyMonster HoldCo 1 Limited
Horizon Sponsor, LLC
DE
30.33%
by Eldridge HZACS LLC
Horseball Enterprises LLC
DE
100%
by A24 Films LLC
Horseball Rights LLC
DE
100%
by A24 Films LLC
Hot Costs LLC
DE
100%
by A24 Films LLC
Hot Sauce LLC
CA
100%
by MRC II Holdings, LP
Hotel Sales Services (Private) Limited
Sri Lanka
100%
by Amanresorts Management B.V.
House Claw LLC
LA
100%
by After The Fact LLC
House of Torment LLC
TX
100%
by 13 FEG Haunted Holdings, LLC
Hungry City, LLC
DE
100%
by MRC II Holdings, LP
Hypercolor, LLC
CA
100%
by MRC II Holdings, LP
Hyphen Hyphen LLC
DE
100%
by After The Fact LLC
HZACS CI, LLC
DE
0%
Mgmt. by Eldridge HZACS LLC
IDF V, LLC
DE
100%
by Security Benefit Life Insurance Company
IDF VI, LLC
DE
100%
by Security Benefit Life Insurance Company
Illuminarium Investor, LLC
DE
100%
by Eldridge Sports and Entertainment GP, LP
Industry Standard Pictures LLC
DE
100%
by A24 Films LLC
Into Drama LLC
DE
100%
by A24 Films LLC
ITE Equipment Leasing Access Fund GP LLC
DE
100%
by Capital Integration Systems LLC
ITE Equipment Leasing Access Fund, L.P.
DE
0%
Mgmt. by ITE Equipment Leasing Access Fund GP
LLC
ITTF LLC
DE
100%
by A24 Films LLC
ITTF Rights LLC
DE
100%
by A24 Films LLC
Ivory Fort, LLC
KS
100%
by Sherwood Park, Inc.
Janu Boat (Cayman) Limited
CYM
100%
by Mana Holdco Limited
JANU BOAT FINCO LIMITED
GBR
100%
by Mana Holdco Limited
Jazz Hands Motion Picture Group LLC
DE
100%
by A24 Films LLC
Jefferson Square 1892, LLC
DE
100%
by Dayton Funding, LLC
Jellybean Ghost LLC
DE
100%
by A24 Films LLC
JetCorp Technical Services, Inc.
MO
100%
by Fairgrave Omlie, LLC
JJ Concepts Limited
GBR
50.0%
by Cain PE (UK) Limited
JJ ISQ Limited
GBR
100%
by JJ Concepts Limited
Joe Cross For Mayor LLC
DE
92.5%
by A24 Films LLC
Joe Cross For Mayor Rights LLC
DE
100%
by A24 Films LLC
Jola20, LLC
DE
0%
Mgmt. by EEH 2017 Prefered Member, LLC
JP Initiative, LLC
DE
100%
by Eldridge Business Services LLC
Juno Albatros, S.L.U.
Spain
100%
by Juno Holdings Spain 1, S.L.U.
Juno CB 1, S.L.U.
Spain
100%
by Juno Holdings Spain 2, S.L.U.
31

Name
Jurisdiction
Percent of Voting Securities Owned
Juno Corn, S.L.U.
Spain
100%
by Juno Holdings Spain 1, S.L.U.
Juno Holdings Lux 2 S.a.r.l
LUX
100%
by Juno Holdings Lux I S.a.r.l
Juno Holdings Lux 3 S.a.r.l.
LUX
100%
by Juno Holdings Lux I S.a.r.l
Juno Holdings Lux I S.a.r.l
LUX
95.0%
by Juno Holdings Lux Sarl
Juno Holdings Lux M Sarl
LUX
100%
by Juno Holdings Lux Sarl
Juno Holdings Lux Sarl
LUX
100%
by CIEF1 UK Holdings Limited
Juno Holdings Spain 1, S.L.U.
Spain
100%
by Juno Holdings Lux 2 S.a.r.l
Juno Holdings Spain 2, S.L.U.
Spain
100%
by Juno Holdings Lux 3 S.a.r.l.
Katana Rights LLC
DE
100%
by A24 Films LLC
Kaw Valley Capital, LLC
DE
100%
by Eldridge Wealth Solutions, Inc.
Kebramatix Lda
LUX
50.0%
by Simpatica Decisao Unipessoal Lda.
Keep Spitballing LLC
DE
100%
by A24 Films LLC
Keshet/dcp LLC
DE
50.0%
by PME-DCP HoldCo, LLC
KMA Gems LLC
DE
100%
by After The Fact LLC
Knight Takes King Productions, LLC
DE
100%
by MRC II Holdings, LP
Knoema IT Solutions India Private Limited
India
100%
by Seek Data LLC
Koryfeum GmbH
LUX
10.1%
by CI Koryfeum Sarl
Krakow Office Park B.V.
Netherlands
90.0%
by CIEF1 UK Holdings Limited
KV IX Access GP LLC
 
100%
by Capital Integration Systems LLC
KV IX Access, L.P.
DE
0%
Mgmt. by KV IX Access GP LLC
KWCI GP
Ireland
50.0%
by Cain International European Real Estate
Opportunity Fund I GP Limited
KWCI LP
NJ
50.0%
by CI CB3 Subfund
KWSB Real Estate Venture I, LLC
DE
80.0%
by EKW Holdings LLC
KWSB Real Estate Venture II, LLC
DE
80.0%
by EKW Holdings II LLC
KWSB Real Estate Venture III, LLC
DE
80.0%
by EKW Holdings III LLC
KWSB Real Estate Venture IV, LLC
DE
80.0%
by EKW Holdings IV LLC
Last Rider Productions UK Limited
GBR
100%
by MRC Documentary, L.P.
Last Rider Productions, LLC
CA
100%
by MRC Documentary, L.P.
LB 1140 Broadway, LLC
NY
100%
by Little Beet, LLC
LB 125 Park, LLC
NY
100%
by Little Beet, LLC
LB 1291 First Avenue, LLC
DE
100%
by Little Beet, LLC
LB 148 Madison, LLC
NY
100%
by Little Beet, LLC
LB 320 Park, LLC
NY
100%
by Little Beet, LLC
LB Bryant Park, LLC
NY
100%
by Little Beet, LLC
LB City Vista, LLC
DE
100%
by Little Beet, LLC
LB Newport Center, LLC
NY
100%
by Little Beet, LLC
LB Roosevelt Field, LLC
NY
100%
by Little Beet, LLC
LB Sub W50, LLC
NY
100%
by LB W50, LLC
LB W50, LLC
NY
100%
by Little Beet, LLC
LB Westchester, LLC
NY
100%
by Little Beet, LLC
LB Westport, LLC
DE
100%
by Little Beet, LLC
Leadoff Investments, LLC
DE
100%
by SBT Investors, LLC
Legs Film Rights LLC
DE
100%
by A24 Films LLC
Lenox Portfolio Trust, LLC
DE
100%
by Dayton Funding, LLC
Lenticular Energy Holdings, LLC
DE
11.73%
by Eldridge 4AIR Holdings LLC
Lenticular Energy Holdings, LLC
DE
7.17%
by Eldridge EA Holdings, LLC
Lenticular Energy Holdings, LLC
DE
1.04%
by Eldridge Tuvoli Holdings LLC
Lenticular Energy Holdings, LLC
DE
5.52%
by Epic Preferred Holdings II LLC
Lenticular Energy Holdings, LLC
DE
1.56%
by Epic Preferred Holdings LLC
Let Them Comes LLC
DE
100%
by A24 Films LLC
Life is Beautiful Holdings, LLC
DE
32.32%
by Rolling Stone LLC
Life Products Solutions Group, LLC
FL
100%
by Zinnia Tech Solutions LLC
32

Name
Jurisdiction
Percent of Voting Securities Owned
Life.io, LLC
DE
100%
by Zinnia Tech Solutions LLC
Linda Margaret Rae LLC
DE
100%
by After The Fact LLC
Little Beet Brands Holdings, LLC
DE
100%
by Aurify Brands Holdings, LLC
Little Beet Table, LLC
NY
100%
by Aurify Brands Holdings, LLC
Little Beet, LLC
NY
98.0%
by Aurify Brands Holdings, LLC
Little Bluestem, LLC
KS
100%
by Sherwood Park, Inc.
Liverpool Holdings Limited
GBR
100%
by CI-F Zenith UK Holdings Limited
Livingston Portfolio Trust, LLC
DE
100%
by Ruby Portfolio Trust, LLC
LME1 Limited
GBR
100%
by Competitive Socialising Limited
Lockwood Portfolio Trust, LLC
DE
100%
by EPH, LLC
Locust Portfolio Trust, LLC
DE
100%
by Dayton Funding, LLC
Lost in the Andes, LLC
CA
100%
by MRC Documentary, L.P.
LPQ Sailboat Pond, Inc.
DE
100%
by APQ Sailboat Pond NY, LLC
LPQ USA, LLC
DE
100%
by Aurify Brands, LLC
LR Special Limited
GBR
100%
by A24 Films LLC
LSPW Project Limited
GBR
100%
by A24 Films LLC
LSPW Rights LLC
DE
100%
by A24 Films LLC
Luminate Data Holdings, LLC
DE
100%
by PME TopCo, LLC
Luminate Data, LLC
DE
100%
by Luminate Data Holdings, LLC
Luxury Linoleum LLC
DE
100%
by A24 Films LLC
Madison Portfolio Trust, LLC
DE
100%
by EPH, LLC
MAG Finance, LLC
KS
100%
by Dornwood Park,LLC
Magnolia Portfolio Trust, LLC
DE
100%
by EPH, LLC
Maman sait mieux Productions Inc.
CAN
100%
by A24 Sunset LLC
Mammoth Ridge Discovery, LLC
KS
100%
by Sherwood Park, Inc.
Mana BH LLC
DE
100%
by Mana Holdco Limited
Mana Holdco Limited
GBR
100%
by Moto Investco Limited
Mana OpCo Limited
GBR
100%
by Moto Investco Limited
Maple Hill, LLC
KS
100%
by Sherwood Park, Inc.
Maple Portfolio Trust, LLC
DE
100%
by EPH, LLC
Maranon Capital Ultimate General Partner LLC
DE
100%
by Eldridge Capital Management, LLC
Maranon Centre Street Executive Fund LP
DE
99.00%
by Eldridge Credit Advisers, LLC
Maranon Centre Street General Partner, LP
DE
100%
by Maranon Capital Ultimate General Partner LLC
Maranon Centre Street Partnership LP
DE
0%
Mgmt. by Maranon Centre Street General Partner, LP
Maranon Centre Street SPV LLC
DE
100%
by Maranon Centre Street Partnership LP
Maranon Centre-B Street Partnership LP
DE
0%
Mgmt. by Maranon Centre Street General Partner, LP
Maranon Centre-B Street SPV LLC
DE
100%
by Maranon Centre-B Street Partnership LP
Maranon Holdings, LLC
DE
100%
by Eldridge Capital Management, LLC
Maranon Loan Funding 2026-1 WH, LLC
KS
100%
by Ruby Slipper Pair, LLC
Maranon Management LLC
DE
100%
by Eldridge Credit Advisers, LLC
Maranon Mezzanine Fund II, LP
DE
0%
Mgmt. by Maranon Mezzanine GP II, LP
Maranon Mezzanine GP II, LP
DE
0%
Mgmt. by Maranon Capital Ultimate General Partner
LLC
Maranon Mezzanine Offshore Fund II, LP
CYM
0%
Mgmt. by Maranon Mezzanine GP II, LP
Maranon Partners, LLC
KS
60.98%
by Eldridge Capital Management, LLC
Maranon Senior Credit Fund II-B, LP
DE
0%
Mgmt. by Maranon Senior Credit GP II, L.P.
Maranon Senior Credit Fund IX DB, L.P.
DE
0%
Mgmt. by Maranon Capital Ultimate General Partner
LLC
Maranon Senior Credit Fund IX GP, L.P.
DE
100%
by Maranon Capital Ultimate General Partner LLC
Maranon Senior Credit Fund IX, LLC
DE
100%
by Maranon Senior Credit Fund IX DB, L.P.
Maranon Senior Credit Fund IX, LLC
DE
0%
Mgmt. by Maranon Senior Credit Fund IX GP, L.P.
Maranon Senior Credit Fund V-Onshore SPV LLC
DE
100%
by Maranon Senior Credit Strategies Fund V-Levered,
LP
33

Name
Jurisdiction
Percent of Voting Securities Owned
Maranon Senior Credit GP II, L.P.
DE
0%
Mgmt. by Maranon Capital Ultimate General Partner
LLC
Maranon Senior Credit IV, LLC
KS
100%
by Sherwood Park, Inc.
Maranon Senior Credit Opportunities Fund SPV
GP, LP
DE
0%
Mgmt. by Maranon Capital Ultimate General Partner
LLC
Maranon Senior Credit Opportunities Fund SPV
II, LLC
DE
0%
Mgmt. by Maranon Senior Credit Opportunities Fund
SPV II, LP
Maranon Senior Credit Opportunities Fund SPV
II, LP
DE
0%
Mgmt. by Maranon Senior Credit Opportunities Fund
SPV GP, LP
Maranon Senior Credit Opportunities Fund SPV
III, LLC
DE
0%
Mgmt. by Maranon Senior Credit Opportunities Fund
SPV II, LP
Maranon Senior Credit Opportunities Fund SPV
III, LP
DE
0%
Mgmt. by Maranon Senior Credit Opportunities Fund
SPV GP, LP
Maranon Senior Credit Opportunities Fund SPV,
LLC
DE
0%
Mgmt. by Maranon Senior Credit Opportunities Fund
SPV, LP
Maranon Senior Credit Opportunities Fund SPV,
LP
DE
100%
by Maranon Senior Credit Opportunities Fund SPV
GP, LP
Maranon Senior Credit Strategies Fund V-Levered,
LP
DE
0%
Mgmt. by Maranon Senior Credit Strategies GP V, LP
Maranon Senior Credit Strategies Fund
V-Unlevered, LP
DE
0%
Mgmt. by Maranon Senior Credit Strategies GP V, LP
Maranon Senior Credit Strategies Fund X GP, L.P.
DE
0%
Mgmt. by Maranon Capital Ultimate General Partner
LLC
Maranon Senior Credit Strategies Fund XIII DB,
LLC
DE
0%
Mgmt. by Maranon Senior Strategies Fund XIII GP,
L.P.
Maranon Senior Credit Strategies Fund XIV GP,
L.P.
DE
0%
Mgmt. by Maranon Capital Ultimate General Partner
LLC
Maranon Senior Credit Strategies Fund XIV, L.P.
DE
0%
Mgmt. by Maranon Senior Credit Strategies Fund XIV
GP, L.P.
Maranon Senior Credit Strategies Fund
X-Levered, L.P.
DE
0%
Mgmt. by Maranon Senior Credit Strategies Fund X
GP, L.P.
Maranon Senior Credit Strategies Fund
X-Unlevered, L.P.
DE
0%
Mgmt. by Maranon Senior Credit Strategies Fund X
GP, L.P.
Maranon Senior Credit Strategies GP V, LP
DE
0%
Mgmt. by Maranon Capital Ultimate General Partner
LLC
Maranon Senior Credit X-Levered SPV, LLC
DE
100%
by Maranon Senior Credit Strategies Fund X-Levered,
L.P.
Maranon Senior Rated Fund I LLC
DE
0%
Mgmt. by Eldridge Credit Advisers, LLC
Maranon Senior Strategies Fund XIII GP, L.P.
DE
100%
by Maranon Capital Ultimate General Partner LLC
Maranon Senior Strategies Fund XIII, L.P.
DE
100%
by Maranon Senior Credit Strategies Fund XIII DB,
LLC
Maranon Services Corp.
DE
100%
by Eldridge Credit Advisers, LLC
Maranon Services, LLC
DE
99.9%
by Eldridge Credit Advisers, LLC
Maranon Services, LLC
DE
0.1%
by Maranon Services Corp.
Mark the Squid Limited
GBR
100%
by A24 Films LLC
Marty Post Inc.
CAN
100%
by ITTF Rights LLC
MASH EI Holdco, LLC
DE
0%
Mgmt. by EEH 2017 Prefered Member, LLC
Maslow's Group LLP
GBR
0%
Board rights held by Cain PE LLC
Maslow's Kensington Employee Co Limited
GBR
100%
by Maslow's UK Services Ltd
Maslow's UK Services Ltd
GBR
100%
by Maslow's Group LLP
Mason Portfolio Trust, LLC
DE
100%
by EPH, LLC
Massive Noise Holdings, LLC
DE
100%
by 13FEG Ops, LLC
Massive Noise LLC
CO
100%
by Massive Noise Holdings, LLC
Mayfair Portfolio Trust, LLC
DE
100%
by EPH, LLC
34

Name
Jurisdiction
Percent of Voting Securities Owned
McBride Portfolio Trust, LLC
DE
100%
by Eldridge Finco, LLC
Meadowlark Funding LLC
KS
100%
by Dayton Funding, LLC
Media Rights Capital II, LLC
DE
100%
by MRC III Holdings, LLC
Media Rights Capital III, LLC
DE
0.94%
by DCP Holdco I LLC
Media Rights Capital III, LLC
DE
36.56%
by EMG HoldCo, LLC
Meez Culinary Solutions, Inc.
DE
14.9%
by Aurify Brands Management, LLC
Meez Culinary Solutions, Inc.
DE
85.1%
by Aurify Brands, LLC
Mellotron, LLC
DE
40.0%
by Carlostron, LLC
Melt Shop Enterprises, LLC
NY
100%
by Melt Shop, LLC
Melt Shop, LLC
NY
96.5%
by Aurify Brands Holdings, LLC
Meriden Portfolio Trust, LLC
DE
100%
by Dayton Funding, LLC
Merriam Portfolio Trust, LLC
DE
100%
by Dayton Funding, LLC
MF Master Seed Co., LLC
DE
100%
by Wanamaker Portfolio Trust, LLC
MF Seed Co, LLC
DE
100%
by MF Master Seed Co, LLC
MG Warwick Street HoldCo Limited
GBR
100%
by Maslow's Group LLP
MG Warwick Street OpCo Limited
GBR
100%
by MG Warwick Street HoldCo Limited
MG Warwick Street PropCo Limited
GBR
100%
by MG Warwick Street HoldCo Limited
Miami Waterfront Ventures Mezz, LLC
DE
100%
by CHE South Brickell LLC
Miami Waterfront Ventures Parent, LLC
DE
60.0%
by CHE South Brickell LLC
Miami Waterfront Ventures, LLC
DE
100%
by CHE South Brickell LLC
Millway Drive LLC
DE
100%
by A24 Films LLC
Mine Creek, LLC
KS
100%
by Sherwood Park, Inc.
Ministry of Arts and Interrogation LLC
DE
100%
by A24 Films LLC
Ministry of Creative Reasoning LLC
DE
100%
by After The Fact LLC
Miss Gabler Productions LLC
DE
100%
by A24 Films LLC
Misty Green LLC
DE
100%
by A24 Films LLC
Misty Rights LLC
DE
100%
by A24 Films LLC
MK Debt, LLC
DE
100%
by LPQ USA, LLC
MK USA, LLC
DE
100%
by LPQ USA, LLC
Momijigaoka Shukusha Jigyo Tokutei Mokuteki
Kaisha
Japan
74.0%
by AP Hakone Pte. Limited
Monarch Field, LLC
KS
100%
by Security Benefit Life Insurance Company
Monoceros Media LLC
DE
100%
by A24 Films LLC
Monoceros Post Inc.
CAN
100%
by A24 Sunset LLC
Monroe Portfolio Trust, LLC
DE
100%
by Eldridge Industries, LLC
Monsters of God LLC
DE
100%
by A24 Films LLC
Monterey Portfolio Trust, LLC
DE
100%
by Dayton Funding, LLC
Monterra Asset Holdings, LLC
DE
100%
by Monterra Trust
Monterra FA Holdings, LLC
NJ
100%
by Monterra Trust
Monterra Trust
DE
100%
by EPH Holdings, LLC
Montgomery Portfolio Trust, LLC
DE
100%
by EPH, LLC
Moore Portfolio Trust, LLC
DE
100%
by EPH, LLC
Morning People LLC
DE
100%
by Elia Management LLC
Morningside Portfolio Trust, LLC
DE
100%
by EPH, LLC
Morse Code UK Films Limited
GBR
100%
by MRC II Holdings, LP
Morse Code, LLC
CA
100%
by MRC II Holdings, LP
Mosaic Media Investment Partners, LLC
DE
100%
by DCP Holdings DE, LLC
Mother Knows Post LLC
DE
100%
by A24 Films LLC
Mother Mary Rights LLC
DE
100%
by A24 Films LLC
Moto Investco Limited
GBR
13.33%
by Atlas Venture Investment LP
Mountains & Rivers LLC
DE
100%
by A24 Films LLC
MPQ 1377 Sixth Avenue, LLC
NY
100%
by MK USA, LLC
MPQ 1400 Broadway, LLC
NY
100%
by MK USA, LLC
35

Name
Jurisdiction
Percent of Voting Securities Owned
MPQ 1535 Third Avenue LLC
NY
100%
by MK USA, LLC
MPQ 1800 Broadway, LLC
NY
100%
by MK USA, LLC
MPQ 2161 Broadway, LLC
NY
100%
by MK USA, LLC
MPQ 339 Seventh Avenue, LLC
NY
100%
by MK USA, LLC
MPQ 370 Lexington, LLC
NY
100%
by MK USA, LLC
MPQ 400 Fifth Avenue, LLC
NY
100%
by MK USA, LLC
MPQ 685 Third Avenue, LLC
NY
100%
by MK USA, LLC
MPQ 688 Bronx HoldCo, LLC
DE
100%
by MK USA, LLC
MPQ 921 Broadway, LLC
NY
100%
by MK USA, LLC
MPQ Bronx Commissary, LLC
NY
100%
by MK USA, LLC
MRC Documentary Holdings, LLC
DE
100%
by Media Rights Capital II, LLC
MRC Documentary, L.P.
DE
99.9%
by Media Rights Capital II, LLC
MRC I Hedge Co, LLC
DE
100%
by MRC II Holdings, LP
MRC I Project Co, LLC
DE
100%
by MRC II Holdings, LP
MRC II Distribution Company, L.P.
DE
99.9%
by Media Rights Capital II, LLC
MRC II Holdings, LP
DE
99.9%
by MRC II Distribution Company, L.P.
MRC II Sub GP, LLC
DE
100%
by Media Rights Capital II, LLC
MRC III Holdings, LLC
DE
100%
by Media Rights Capital III, LLC
MRC International Distribution Company, Inc.
DE
100%
by MRC II Distribution Company, L.P.
MRC Investments, LLC
DE
100%
by Media Rights Capital II, LLC
MRC360, LLC
CA
100%
by MRC II Holdings, LP
MS 101 Maiden, LLC
NY
100%
by Melt Shop, LLC
MS Menlo Park, LLC
NY
100%
by Melt Shop, LLC
MS Roosevelt Field, LLC
NY
100%
by Melt Shop, LLC
MS Smith Haven, LLC
NY
100%
by Melt Shop, LLC
MS Special Events, LLC
NY
100%
by Melt Shop, LLC
MS Staten Island, LLC
NY
100%
by Melt Shop, LLC
MS Sub W50, LLC
NY
100%
by MS W50, LLC
MS W26, LLC
NY
100%
by Melt Shop, LLC
MS W50, LLC
NY
100%
by Melt Shop, LLC
MS W52, LLC
NY
100%
by Melt Shop, LLC
MS Westchester, LLC
NY
100%
by Melt Shop, LLC
Mulberry Portfolio Trust LLC
DE
100%
by EPH, LLC
Music Business Worldwide Limited (UK)
GBR
50.0%
by PME Holdings, LLC
N318MM, LLC
KS
50.0%
by Eldridge Wealth Solutions, Inc.
Nashville Nightmare, LLC
TN
100%
by Nightmare Holdings, LLC
NBT Holdings, LLC
DE
97.0%
by Venture Brand Management LLC
Neptune Co.
CYM
50.0%
by Janu Boat (Cayman) Limited
Net-Net Worldwide LLC
DE
100%
by A24 Films LLC
New Fortwick 1 GP Limited
Scotland
100%
by ECM UK Holdings Limited
NewPoint Impact Fund I Access GP LLC
DE
100%
by Capital Integration Systems LLC
NewPoint Impact Fund I Access, L.P.
DE
0%
Mgmt. by NewPoint Impact Fund I Access GP LLC
Newton Portfolio Trust, LLC
DE
100%
by EPH, LLC
Nextant Aerospace, LLC
OH
100%
by Nextant Sales, LLC
Nextant Sales, LLC
OH
100%
by Fairgrave Omlie, LLC
Nice Playground LLC
DE
100%
by A24 Films LLC
Nicodemus Place, LLC
KS
100%
by Sherwood Park, Inc.
Nightmare Holdings, LLC
DE
100%
by 13 FEG Haunted Holdings, LLC
No Commas LLC
DE
100%
by A24 Films LLC
North City Screams LLC
IL
100%
by 13 FEG Haunted Holdings, LLC
Northwest TCI Holdings Ltd.
Turks and
Caicos
100%
by TCI FINCO LIMITED
Note Funding 1892-2, LLC
KS
100%
by EPH, LLC
36

Name
Jurisdiction
Percent of Voting Securities Owned
NZC Capital LLC
DE
89.5%
by Todd L. Boehly, Individual
Oakridge Portfolio Trust, LLC
DE
100%
by EPH, LLC
Oaktree Entertainment, LLC
DE
100%
by MRC II Holdings, LP
Oaktree Opportunities XII CAIS (Onshore)
Access Fund, L.P.
DE
0%
Mgmt. by CAIS OT Opportunities XII CAIS
(Onshore) Access Fund GP LLC
Oasis BH, LLC
DE
29.33%
by CI BH Holdings II LLC
Oasis BH, LLC
DE
58.22%
by CI BH Holdings LLC
Oasis West Realty LLC
DE
100%
by OWR Mezz II Borrower LLC
OBH FB Issuer LLC
DE
100%
by OBH PE Issuer II LLC
OBH HoldCo LLC
DE
100%
by OBH HoldCo Pledgor LLC
OBH HoldCo Pledgor LLC
DE
100%
by OBH FB Issuer LLC
OBH Intermediate Holdco, LLC
DE
100%
by Oasis BH, LLC
OBH PE Issuer II LLC
DE
100%
by OBH PE Issuer LLC
OBH PE Issuer LLC
DE
100%
by Oasis BH, LLC
Ocarina Incident LLC
DE
100%
by After The Fact LLC
OCM Private Wealth Alternative Opportunities
Fund I GP LLC
DE
100%
by Capital Integration Systems LLC
OCM Private Wealth Alternative Opportunities
Fund I, L.P.
DE
0%
Mgmt. by OCM Private Wealth Alternative
Opportunities Fund I GP LLC
OGS London Limited
GRB
100%
by Mana OpCo Limited
On The Rocks LLC
DE
100%
by After The Fact LLC
One BH Investors LLC
DE
77.5%
by Cain RE LLC
One BH Investors LLC
DE
22.5%
by Mana BH LLC
One Brick Select Private Equity 2024 GP LLC
DE
100%
by Capital Integration Systems LLC
One Brick Select Private Equity 2024, L.P.
DE
0%
Mgmt. by One Brick Select Private Equity 2024 GP
LLC
One Brick Select Private Real Estate 2025 GP
LLC
DE
100%
by Capital Integration Systems LLC
One Brick Select Private Real Estate 2025, L.P.
DE
0%
Mgmt. by One Brick Select Private Real Estate 2025
GP LLC
One For All Productions LLC
DE
100%
by A24 Films LLC
One For All Rights LLC
DE
100%
by A24 Films LLC
One Sky Flight Holdings, LLC
DE
100%
by Epic Aero, Inc.
One Sky Flight, LLC
DE
100%
by One Sky Flight Holdings, LLC
Onslaught Productions Inc.
CAN
100%
by Onslaught Rights LLC
Onslaught Rights LLC
DE
100%
by A24 Films LLC
Orlando Portfolio Trust, LLC
DE
100%
by Rocky Portfolio Trust, LLC
Osler Media Inc.
CAN
100%
by A24 Sunset LLC
Osler Media Quebec Inc.
CAN
100%
by A24 Sunset LLC
Oso Season LLC
DE
100%
by A24 Films LLC
Owl Capital, LLC
DE
0%
Mgmt. by EEH 2017 Prefered Member, LLC
OWR Hotel Owner LLC
DE
100%
by OWR Intermediate Co LLC
OWR Intermediate Co LLC
DE
100%
by OWR InvestCo LLC
OWR InvestCo LLC
DE
100%
by OBH HoldCo LLC
OWR Mezz II Borrower LLC
DE
100%
by OBH Intermediate Holdco, LLC
Ozawkie LLC
KS
100%
by Dayton Funding, LLC
Paderna sp.zo.o
Poland
100%
by PZO JV B.V.
Palm Beach Ambassador Fee Borrower LLC
DE
100%
by Palm Beach Ambassador Fee Pledgor LLC
Palm Beach Ambassador Fee Pledgor LLC
DE
100%
by The Ambassador Hotel Cooperative Apartments
Corp.
Palm Beach Ambassador Holdco LLC
DE
100%
by Palm Beach Edgewater/Ambassador JV LLC
Palm Beach Ambassador Leasehold Borrower
LLC
DE
100%
by Palm Beach Ambassador Leasehold Pledgor LLC
Palm Beach Ambassador Leasehold Pledgor LLC
DE
100%
by Palm Beach Ambassador Holdco LLC
37

Name
Jurisdiction
Percent of Voting Securities Owned
Palm Beach Edgewater Fee Borrower LLC
DE
100%
by Palm Beach Edgewater Fee Pledgor LLC
Palm Beach Edgewater Fee Pledgor LLC
DE
100%
by The Edgewater House Corporation
Palm Beach Edgewater Holdco LLC
DE
100%
by Palm Beach Edgewater/Ambassador JV LLC
Palm Beach Edgewater Leasehold Borrower LLC
DE
100%
by Palm Beach Edgewater Leasehold Pledgor LLC
Palm Beach Edgewater Leasehold Pledgor LLC
DE
100%
by Palm Beach Edgewater Holdco LLC
Palm Beach Edgewater/Ambassador JV LLC
DE
50.0%
by ACZ PB Holdings, LLC
Palmer Portfolio Trust, LLC
DE
100%
by Primrose Portfolio Trust, LLC
Palouse Productions LLC
DE
100%
by A24 Films LLC
Panagram Senior Loan Fund I GP, LLC
DE
100%
by ESCA Holdings, LLC
Panagram Senior Loan Fund I, LP
DE
0%
Mgmt. by Panagram Senior Loan Fund I GP, LLC
Panagram Senior Loan Fund II GP, LLC
DE
100%
by ESCA Holdings, LLC
Panagram Senior Loan Fund II, LP
DE
0%
Mgmt. by Panagram Senior Loan Fund II GP, LLC
Panagram Senior Loan Fund III GP, LLC
DE
100%
by ESCA Holdings, LLC
Panagram Senior Loan Fund III, LP
DE
0%
Mgmt. by Panagram Senior Loan Fund III GP, LLC
Panagram Senior Loan Fund IV GP, LLC
DE
100%
by ESCA Holdings, LLC
Panagram Senior Loan Fund IV, LP
DE
0%
Mgmt. by Panagram Senior Loan Fund IV GP, LLC
Panagram Senior Loan Fund V GP, LLC
DE
100%
by ESCA Holdings, LLC
Panagram Senior Loan Fund V, LP
DE
0%
Mgmt. by Panagram Senior Loan Fund V GP, LLC
Panagram Senior Loan Fund VI GP, LLC
DE
100%
by ESCA Holdings, LLC
Panagram Senior Loan Fund VI, LP
DE
0%
Mgmt. by Panagram Senior Loan Fund VI GP, LLC
Parks and Haites Limited
GBR
100%
by A24 Films LLC
PayActiv, Inc.
DE
17.65%
by Eldridge PayActiv Holdings LLC
PD Holdings LLC
DE
100%
by Dayton Funding, LLC
Peasant Productions LLC
DE
100%
by A24 Films LLC
Peasant Rights LLC
DE
100%
by A24 Films LLC
Perry Park, LLC
KS
100%
by Security Benefit Life Insurance Company
Perry Portfolio Trust, LLC
DE
100%
by Dayton Funding, LLC
PG Senior Loan Fund VIII Issuer, LLC
DE
100%
by Merriam Portfolio Trust, LLC
PG32OS LLC
DE
100%
by Policygenius LLC
Pickleback NOLA, LLC
LA
100%
by MRC II Holdings, LP
Pickleback, LLC
CA
100%
by MRC II Holdings, LP
Pinckney Holdings, LLC
DE
100%
by Security Benefit Life Insurance Company
Pinecrest Portfolio Trust, LLC
DE
100%
by EPH, LLC
Pinegrove Capital Partners I Access, L.P.
DE
0%
Mgmt. by CAIS Pinegrove Capital Partners I Access
GP LLC
Pink Chair Productions LLC
DE
100%
by After The Fact LLC
Pink Opaque LLC
DE
100%
by After The Fact LLC
Pixion Games Limited
GBR
11.62%
by Eldridge Pixion Funding LLC
PME AH LLC
DE
100%
by EMH II, LLC
PME Holdings, LLC
DE
100%
by PME TopCo, LLC
PME Investor, LLC
DE
100%
by Eldridge Sports and Entertainment GP, LP
PME Music, LLC
DE
100%
by PME Holdings, LLC
PME TopCo, LLC
DE
40.0%
by EMH-PME Holdings, LLC
PME-DCP HoldCo, LLC
DE
100%
by PME TopCo, LLC
Poker Face CDN Productions Inc.
CAN
100%
by MRC II Holdings, LP
Policygenius BGA LLC
DE
100%
by Zinnia Tech Solutions LLC
Policygenius LLC
DE
100%
by Zinnia Tech Solutions LLC
Poppy Field Productions, LLC
CA
100%
by MRC II Holdings, LP
Portsmouth Zenith Holdings Limited
GBR
100%
by CI-F Zenith UK Holdings Limited
Post Portfolio Trust, LLC
DE
100%
by Monroe Portfolio Trust, LLC
Potwin Place, LLC
KS
100%
by Dayton Funding, LLC
Prairie Hill, LLC
KS
100%
by Sherwood Park, Inc.
PrescientCo Holdings, LLC
DE
16.58%
by Eldridge PCH Holdings, LLC
38

Name
Jurisdiction
Percent of Voting Securities Owned
PrescientCo Holdings, LLC
DE
15.25%
by Mayfair Portfolio Trust, LLC
PrescientCo Holdings, LLC
DE
23.50%
by Palmer Portfolio Trust, LLC
PrescientCo Holdings, LLC
DE
24.82%
by Steamboat Portfolio Trust, LLC
PrescientCo LLC
DE
100%
by PrescientCo Holdings, LLC
Prezzo Trading Limited
GBR
100%
by Brava Hospitality Group Limited
Priest Lake Haunted Woods, LLC
TN
100%
by Nightmare Holdings, LLC
Primary Issue Anchor Separate Account LLC
DE
100%
by Sherwood Park, Inc.
Primrose Portfolio Trust, LLC
DE
100%
by EPH, LLC
Princess Klepto LLC
DE
100%
by After The Fact LLC
PrivateFly Limited
GBR
100%
by Skyjet Europe Limited
Procyon Evergreen I GP LLC
DE
100%
by Capital Integration Systems LLC
Procyon Evergreen I, L.P.
DE
0%
Mgmt. by Procyon Evergreen I GP LLC
Procyon Vintage I GP LLC
DE
100%
by Capital Integration Systems LLC
Procyon Vintage I, L.P.
DE
0%
Mgmt. by Procyon Vintage I GP LLC
Prospect Portfolio Trust, LLC
DE
100%
by EPH, LLC
Public House Productions LLC
DE
100%
by A24 Films LLC
Pumpkin Fest Holdings, LLC
DE
100%
by 13FEG Ops, LLC
Putnam Asset Holdings, LLC
DE
100%
by EPH, LLC
PZO JV B.V.
Netherlands
90.0%
by CIEF1 UK Holdings Limited
Queen Morgan, LLC
CA
100%
by MRC Documentary Holdings, LLC
Queens LLC
DE
100%
by After The Fact LLC
Quinton Heights, LLC
KS
100%
by Dayton Funding, LLC
RA 1537 Holding Limited
GBR
100%
by Mana Holdco Limited
Radnor Equity Partners, L.P.
DE
0%
Mgmt. by CAIS Radnor Equity Partners GP LLC
Raging Bear, LLC
DE
100%
by MRC II Holdings, LP
Raising Destiny, LLC
CA
100%
by MRC Documentary, L.P.
Ramy Rights LLC
DE
100%
by A24 Films LLC
Randolph Portfolio Trust, LLC
DE
100%
by Dayton Funding, LLC
Ravenwood Portfolio Trust, LLC
DE
100%
by Dayton Funding, LLC
Razor's Edge Fund IV Access GP LLC
DE
100%
by Capital Integration Systems LLC
Razor's Edge Fund IV Access, L.P.
DE
0%
Mgmt. by Razor's Edge Fund IV Access GP LLC
Real American Hero LLC
DE
100%
by A24 Films LLC
Real American Hero Productions Ltd.
CAN
100%
by Real Hero Rights LLC
Real American Hero Quebec Productions Ltd.
CAN
100%
by Real American Hero LLC
Real Hero Rights LLC
DE
100%
by A24 Films LLC
Red Sea 2022-1, LLC
KS
100%
by Sherwood Park, Inc.
Red Sea 2024-1, LLC
KS
100%
by Sherwood Park, Inc.
Red Sea 2024-6, LLC
DE
100%
by Eldridge Wealth Solutions, Inc.
Renegade Brands USA, INC.
DE
20.0%
by Canon Portfolio Trust, LLC
Ride or Die CDN Productions Inc.
CAN
100%
by MRC II Holdings, LP
Ride or Die Productions, LLC
CA
100%
by MRC II Holdings, LP
Ridge Media Holdings, LLC
DE
100%
by GEC Finance, LLC
Rights By Lloyd LLC
DE
100%
by A24 Films LLC
Ring Finger LLC
DE
100%
by A24 Films LLC
Ring Finger Rights LLC
DE
100%
by A24 Films LLC
Riot Going On, LLC
CA
100%
by MRC Documentary, L.P.
Ripley Park, LLC
DE
70.0%
by Sherwood Park, Inc.
Ripple Effects CDN Productions Inc.
CAN
100%
by MRC II Holdings, LP
Ripple Effects Productions, LLC
CA
100%
by MRC II Holdings, LP
Rivabella sp.zo.o
Poland
100%
by Krakow Office Park B.V.
Riverside Portfolio Trust, LLC
DE
100%
by EPH, LLC
RJPC Holdings LLC
DE
95.0%
by RJPC Investor, LLC
RJPC Investor, LLC
DE
50.0%
by Eldridge RJPC Holdings, LLC
39

Name
Jurisdiction
Percent of Voting Securities Owned
RJPC Investor, LLC
DE
50.0%
by Stonebriar Commercial Finance LLC
RJPC Lender LLC
DE
100%
by RJPC Holdings LLC
RNF AB Assetco, LLC
DE
100%
by Dayton Funding, LLC
RNF Assetco, LLC
KS
100%
by Mine Creek, LLC
Rocky Portfolio Trust, LLC
DE
100%
by McBride Portfolio Trust, LLC
Roll Down, LLC
CA
100%
by MRC II Holdings, LP
Rolling Stone Licensing LLC
DE
100%
by Rolling Stone LLC
Rolling Stone LLC
DE
100%
by Rolling Stone Media, LLC
Rolling Stone Media, LLC
DE
100%
by PME Music, LLC
Roman 1 Sarl
LUX
100%
by Roman JV Sarl
Roman 2 Sarl
LUX
100%
by Roman JV Sarl
Roman JV Sarl
LUX
100%
by CI Roman Holdings Sarl
Roman SNC
France
99.9%
by Roman 1 Sarl
Roman SNC
France
0.01%
by Roman 2 Sarl
Rosa Alpina 1537 S.R.L.
Italy
49.0%
by RA 1537 Holding Limited
Round About Bar LLC
DE
100%
by After The Fact LLC
Round About Pub Limited
GBR
100%
by A24 Films LLC
Royalty Rights LLC
DE
100%
by A24 Films LLC
RoyaltyHL5 LLC
DE
100%
by After The Fact LLC
RS Branding, LLC
DE
100%
by Rolling Stone LLC
Ruby Portfolio Trust, LLC
DE
100%
by EPH, LLC
Ruby Slipper Pair, LLC
KS
100%
by Sherwood Park, Inc.
Rules Beauty, Inc.
DE
36.57%
by A24 Ventures LLC
Rush Job LLC
DE
100%
by A24 Films LLC
S (BOS) LLC
MA
100%
by Competitive Socializing US LLC
S (CHI) LLC
DE
100%
by Competitive Socializing US LLC
S(LSV) LLC
NV
100%
by Competitive Socializing US LLC
S(WBP)LLC
DC
100%
by Competitive Socializing US LLC
S(WDC) LLC
DC
100%
by Competitive Socializing US LLC
S(WMB) LLC
NY
100%
by Competitive Socializing US LLC
Sable River Capital, LLC
DE
0%
Mgmt. by EEH 2017 Prefered Member, LLC
Sager House (Almeida) Limited
GBR
100%
by CH Capital A Holdings LLC
SAILES 2, LLC
DE
100%
by Security Benefit Life Insurance Company
Salsa Cruiseline Limited
GBR
100%
by A24 Films LLC
SAM Alternative Investment Opportunities Fund I,
L.P.
DE
0%
Mgmt. by CAIS SAM Alternative Investment
Opportunities Fund I GP LLC
SAM Alternative Investment Opportunities Fund
II GP LLC
DE
100%
by Capital Integration Systems LLC
SAM Alternative Investment Opportunities Fund
II, L.P. Offshore
CYM
0%
Mgmt. by SAM Alternative Investment Opportunities
Fund II GP LLC
Sapphire NY Hotel (Corp) LLC
DE
100%
by Sapphire NY Hotel HoldCo LLC
Sapphire NY Hotel Dining LLC
DE
100%
by Sapphire NY Hotel HoldCo LLC
Sapphire NY Hotel HoldCo LLC
DE
100%
by CGREF AIV 1 LP
Sapphire NY Hotel MezzCo LLC
DE
99.0%
by Sapphire NY Hotel PropCo HoldCo LLC
Sapphire NY Hotel OpCo GP LLC
DE
100%
by Sapphire NY Hotel OpCo HoldCo LLC
Sapphire NY Hotel OpCo HoldCo LLC
DE
99.0%
by Sapphire NY Hotel HoldCo LLC
Sapphire NY Hotel OpCo LP
DE
100%
by Sapphire NY Hotel OpCo HoldCo LLC
Sapphire NY Hotel PropCo HoldCo LLC
DE
100%
by Sapphire NY Hotel HoldCo LLC
Sapphire NY Hotel PropCo LLC
DE
100%
by Sapphire NY Hotel MezzCo LLC
Saving The World LLC
DE
100%
by A24 Films LLC
SB 625 Madison Holding, LLC
DE
100%
by Security Benefit Life Insurance Company
SB Corporate Funding LLC
DE
100%
by Eldridge Wealth Solutions, Inc.
SB Corporate Funding LLC
DE
100%
by Eldridge Wealth Solutions, Inc.
40

Name
Jurisdiction
Percent of Voting Securities Owned
SB ISH LLC
DE
100%
by Security Benefit Life Insurance Company
SB Knoema Holdings, LLC
DE
100%
by Gladstone Portfolio Trust, LLC
SB Restructured Asset, LLC
DE
100%
by Hawk Trail, LLC
SBC Civic Center LLC
DE
100%
by Mason Portfolio Trust, LLC
SBC LAD Holdings, LLC
DE
100%
by Eldridge Wealth Solutions, Inc.
SB-HS LOJV GP, LLC
DE
0%
Mgmt. by SB-HS Lot Option Joint Venture, LLC
SB-HS Lot Option Joint Venture, LLC
DE
99.0%
by Stonebriar Commercial Finance LLC
SB-HS Lot Option Pool 01, LP
DE
0%
Mgmt. by SB-HS LOJV GP, LLC
SB-HS Lot Option Pool 2, LP
DE
0%
Mgmt. by SB-HS LOJV GP, LLC
SBL Holdings, Inc.
KS
100%
by Eldridge Wealth Solutions, Inc.
SBT Investors LLC
DE
100%
by NZC Capital LLC
SBT Media Holdings, LLC
DE
100%
by SBT Investors, LLC
SBT-WWB, LLC
DE
100%
by SBT Investors, LLC
SCF 1187-001A LLC
DE
65.0%
by Stonebriar Commercial Finance LLC
SCF 1187-002AP LLC
DE
86.1%
by Stonebriar Commercial Finance LLC
SCF 1187-003AP LLC
DE
68.6%
by Stonebriar Commercial Finance LLC
SCF 1239-003R LLC
DE
64.53%
by Stonebriar Commercial Finance LLC
SCF 1239-004R LLC
DE
64.53%
by Stonebriar Commercial Finance LLC
SCF 1286-005MRL LLC
DE
65.0%
by Stonebriar Commercial Finance LLC
SCF 1286-006CMR LLC
DE
70.67%
by Stonebriar Commercial Finance LLC
SCF 1286-009CS LLC
DE
84.43%
by Stonebriar Commercial Finance LLC
SCF 1322SL LLC
DE
85.24%
by Stonebriar Commercial Finance LLC
SCF 1324-01MB LLC
DE
65.84%
by Stonebriar Commercial Finance LLC
SCF 1337BCB LLC
DE
72.54%
by Stonebriar Commercial Finance LLC
SCF 1341UL LLC
DE
53.82%
by Stonebriar Commercial Finance LLC
SCF 1343-01M LLC
DE
63.22%
by Stonebriar Commercial Finance LLC
SCF 1358-001A LLC
DE
64.94%
by Stonebriar Commercial Finance LLC
SCF 1373-001OT LLC
DE
50.34%
by Stonebriar Commercial Finance LLC
SCF 1378-002R LLC
DE
51.13%
by Stonebriar Commercial Finance LLC
SCF 1406-003T LLC
DE
56.91%
by Stonebriar Commercial Finance LLC
SCF Aviation Capital LLC
DE
100%
by SCF Funding LLC
SCF Canada 2019-2 GP Ltd.
CAN
100%
by Stonebriar Commercial Finance Canada Inc.
SCF Canada 2020 GP Ltd.
CAN
100%
by Stonebriar Commercial Finance Canada Inc.
SCF Canada 2021 GP Ltd.
CAN
100%
by Stonebriar Commercial Finance Canada Inc.
SCF Canada 2022 GP Ltd.
CAN
100%
by Stonebriar Commercial Finance Canada Inc.
SCF Canada 2022-2 GP Ltd.
CAN
100%
by Stonebriar Commercial Finance Canada Inc.
SCF Canada 2023-1 GP Ltd.
CAN
99.9%
by Stonebriar Commercial Finance Canada Inc.
SCF Canada 2024-1 GP Ltd.
CAN
100%
by Stonebriar Commercial Finance Canada Inc.
SCF Canada 2025-1 GP Ltd.
CAN
100%
by Stonebriar Commercial Finance Canada Inc.
SCF Canada 2025-2 GP Ltd.
CAN
100%
by Stonebriar Commercial Finance Canada Inc.
SCF Canada 2026-1 GP Ltd.
CAN
100%
by Stonebriar Commercial Finance Canada Inc.
SCF Canada 2026-2 GP Ltd.
CAN
100%
by Stonebriar Commercial Finance Canada Inc.
SCF Canada Revolver GP Ltd.
CAN
100%
by Stonebriar Commercial Finance Canada Inc.
SCF Equipment Leasing 2019-2 LLC
DE
100%
by Stonebriar Commercial Finance LLC
SCF Equipment Leasing 2020-1 LLC
DE
100%
by Stonebriar Commercial Finance LLC
SCF Equipment Leasing 2021-1 LLC
DE
100%
by Stonebriar Commercial Finance LLC
SCF Equipment Leasing 2022-1 LLC
DE
100%
by Stonebriar Commercial Finance LLC
SCF Equipment Leasing 2022-2 LLC
DE
100%
by Stonebriar Commercial Finance LLC
SCF Equipment Leasing 2023-1 LLC
DE
100%
by Stonebriar Commercial Finance LLC
SCF Equipment Leasing 2024-1 LLC
DE
100%
by Stonebriar Commercial Finance LLC
SCF Equipment Leasing Canada 2019-2 Limited
Partnership
CAN
99.9%
by SCF Canada 2019-2 GP Ltd.
41

Name
Jurisdiction
Percent of Voting Securities Owned
SCF Equipment Leasing Canada 2020-1 Limited
Partnership
CAN
99.9%
by SCF Canada 2020 GP Ltd.
SCF Equipment Leasing Canada 2021-1 Limited
Partnership
CAN
99.9%
by SCF Canada 2021 GP Ltd.
SCF Equipment Leasing Canada 2022-1 Limited
Partnership
CAN
99.9%
by SCF Canada 2022 GP Ltd.
SCF Equipment Leasing Canada 2022-2 Limited
Partnership
CAN
99.9%
by SCF Canada 2022-2 GP Ltd.
SCF Equipment Leasing Canada 2023-1 Limited
Partnership
CAN
99.9%
by SCF Canada 2023-1 GP Ltd.
SCF Equipment Leasing Canada 2024-1 Limited
Partnership
CAN
99.9%
by SCF Canada 2024-1 GP Ltd.
SCF Equipment Leasing Canada 2025-1 Limited
Partnership
CAN
99.9%
by SCF Canada 2025-1 GP Ltd.
SCF Equipment Leasing Canada 2025-2 Limited
Partnership
CAN
99.9%
by SCF Canada 2025-2 GP Ltd.
SCF Equipment Leasing Canada 2026-1 Limited
Partnership
CAN
99.9%
by SCF Canada 2026-1 GP Ltd.
SCF Equipment Leasing Canada 2026-2 Limited
Partnership
CAN
99.9%
by SCF Canada 2026-2 GP Ltd.
SCF Funding LLC
DE
100%
by Stonebriar Finance Holdings LLC
SCF FW Issuer LLC
DE
100%
by SCF Aviation Capital LLC
SCF Goose LLC
DE
100%
by SCF Aviation Capital LLC
SCF Maverick LLC
DE
100%
by SCF Aviation Capital LLC
SCF Merlin LLC
DE
100%
by SCF Aviation Capital LLC
SCF MRL Subsidiary LLC
DE
84.96%
by Stonebriar Commercial Finance LLC
SCF NBL LLC
DE
100%
by SCF Funding LLC
SCF Preferred Equity II, LLC
DE
0%
Mgmt. by Stonebriar Finance Holdings LLC
SCF Preferred Equity, LLC
DE
0%
Mgmt. by Stonebriar Finance Holdings LLC
SCF Rail Leasing LLC
DE
100%
by SCF Funding LLC
SCF Revolver 2018-1 LLC
DE
100%
by Stonebriar Commercial Finance LLC
SCF Revolver Canada Limited Partnership
CAN
99.9%
by SCF Canada Revolver GP Ltd.
SCF SB Investor, LLC
KS
100%
by Sherwood Park, Inc.
SCF Servicing Company LLC
DE
99.0%
by SCF Funding LLC
Scranton Portfolio Trust, LLC
DE
100%
by Dayton Funding, LLC
SE2 Services LLC
DE
100%
by Zinnia Corporate Holdings, LLC
se2, LLC
KS
100%
by Zinnia Corporate Holdings, LLC
SecBen GBM Investco, LLC
DE
100%
by Security Benefit Life Insurance Company
Second Failure, LLC
CA
100%
by MRC II Holdings, LP
Security Benefit Academy, Inc.
KS
100%
by Eldridge Wealth Solutions, Inc.
Security Benefit Business Services, LLC
KS
100%
by Eldridge Wealth Solutions, Inc.
Security Benefit Life Insurance Company
KS
100%
by SBL Holdings, Inc.
Security Distributors, LLC
KS
100%
by Security Benefit Life Insurance Company
Security Financial Resources, Inc.
KS
100%
by SBL Holdings, Inc.
Seek Data Holdings, LLC
DE
71.80%
by SB Knoema Holdings, LLC
Seek Data LLC
TN
100%
by Seek Data Holdings, LLC
Sensory Impact Group, LLC
DE
100%
by Arch Portfolio Trust, LLC
Sentient Holdings, LLC
DE
100%
by One Sky Flight, LLC
Sentient Jet Charter, LLC
DE
100%
by Sentient Jet, LLC
Sentient Jet, LLC
DE
100%
by Sentient Holdings, LLC
Sesame Marketplace, Inc.
DE
90.0%
by Aurify Brands Management, LLC
Seward Street Maiden Voyage, LLC
CA
100%
by X4Y LLC
Seward Street Productions, LLC
CA
100%
by Seward Street Maiden Voyage, LLC
SFG Multi-Strategy Fund GP LLC
DE
100%
by Capital Integration Systems LLC
42

Name
Jurisdiction
Percent of Voting Securities Owned
SFG Multi-Strategy Fund, L.P.
DE
0%
Mgmt. by SFG Multi-Strategy Fund GP LLC
Shamrock Valley, LLC
KS
100%
by Security Benefit Life Insurance Company
Sharp FundingCo LP
DE
0%
Mgmt. by Eldridge Sharp FC LLC
Sharp FundingCo LP
DE
0%
Mgmt. by Sharp Squared GSD LLC
Sharp FundingCo LP
DE
0%
Mgmt. by Sharp Squared PB LP
Sharp FundingCo LP
DE
0%
Mgmt. by Sharp Squared PC LP
Sharp FundingCo SP LP
DE
0%
Mgmt. by Sharp FundingCo LP
Sharp FundingCo W LP
DE
0%
Mgmt. by Sharp FundingCo LP
Sharp Squared GSD LLC
DE
100%
by Eldridge Sharp Holdings LLC
Sharp Squared PB GP LLC
DE
100%
by Eldridge Industries, LLC
Sharp Squared PB LP
DE
0%
Mgmt. by Eldridge Sharp PB LLC
Sharp Squared PB LP
DE
0%
Mgmt. by Sharp Squared PB GP LLC
Sharp Squared PC GP LLC
DE
100%
by Eldridge Industries, LLC
Sharp Squared PC LP
DE
0%
Mgmt. by Eldridge Sharp PC LLC
Sharp Squared PC LP
DE
0%
Mgmt. by Sharp Squared PC GP LLC
Sharp Squared PI LLC
DE
100%
by Eldridge Sharp Holdings LLC
Shelter At Home LLC
DE
100%
by A24 Films LLC
Shepherd's Pie UK Ltd
GBR
100%
by MRC II Holdings, LP
Shepherd's Pie, LLC
CA
100%
by MRC II Holdings, LP
Sherwood Park, Inc.
KS
100%
by Eldridge Wealth Solutions, Inc.
Shock Hill Field, LLC
KS
100%
by Sherwood Park, Inc.
Short of the Week, LLC
DE
10.3%
by Sugar23, Inc.
Simpatica Decisao Unipessoal Lda.
LUX
100%
by Blackbrook Property Holdings SARL
Simples Rotina Unipessoal Lda.
LUX
100%
by Blackbrook Property Holdings SARL
Sirio Acquisition S.r.l.
Italy
100%
by Flexjet International, DAC
Sirio S.p.A.
Italy
95.0%
by Sirio Acquisition S.r.l.
Sixth Avenue Reinsurance Company
VT
100%
by Security Benefit Life Insurance Company
Sixth Floor LLC
DE
100%
by A24 Films LLC
SJS&W Washington OpCo LLC
DE
100%
by St. James Sports and Wellness Washington LLC
SJS&W Washington PropCo LLC
DE
100%
by St. James Sports and Wellness Washington LLC
SJS&W Washington Property LLC
DE
100%
by St. James Sports and Wellness Washington LLC
Skyjet Europe Limited
GBR
100%
by One Sky Flight, LLC
Skylark Portfolio Trust, LLC
DE
100%
by EPH, LLC
Skyline Portfolio Trust, LLC
DE
100%
by Dayton Funding, LLC
Slayground LLC
DE
100%
by A24 Films LLC
Slayground Productions Inc.
CAN
100%
by Slayground Rights LLC
Slayground Rights LLC
DE
100%
by A24 Films LLC
Slushie LLC
DE
100%
by After The Fact LLC
Smith Portfolio Trust, LLC
DE
100%
by Walsh Portfolio Trust, LLC
Social By Lloyd Limited
GBR
100%
by A24 Films LLC
Social By Lloyd LLC
DE
100%
by A24 Films LLC
Societe Nouvelle De L'hotel Bora Bora
French
Polynesia
88.98%
by Tahitian Resorts Limited
Soggy Jam UK Limited
GBR
100%
by MRC II Holdings, LP
Soggy Jam, LLC
CA
100%
by MRC II Holdings, LP
Somebody Told Me, LLC
DE
100%
by Eldridge IP Holdings LLC
Sommsation Holdings, LLC
DE
100%
by Eldridge Industries, LLC
Sommsation Services Holdings LLC
DE
100%
by Sommsation Holdings, LLC
Sommsation Services, LLC
DE
100%
by Sommsation Holdings, LLC
Sommsation, LLC
DE
100%
by Sommsation Holdings, LLC
Soundview Portfolio Trust, LLC
DE
100%
by Field Point Portfolio Trust, LLC
South Audley Street LLP
GBR
0%
Board rights held by CH Capital A Holdings LLC
Speed Bump LLC
GBR
100%
by A24 Films LLC
43

Name
Jurisdiction
Percent of Voting Securities Owned
Spinmedia LLC
DE
100%
by EMH-PME Holdings, LLC
Spoon River Investments, LLC
DE
100%
by SBT Investors, LLC
Sports Media Technology Corporation
DE
14.1%
by Steamboat Portfolio Trust, LLC
SRSB Credit Fund LLC
KS
100%
by Chain Bridge Opportunistic Funding Holdings,
LLC
SRSB OCF LLC
KS
100%
by Chain Bridge Opportunistic Funding Holdings,
LLC
SSVP Capital, LLC
KS
100%
by Hawk Trail, LLC
St. James Sports and Wellness Washington LLC
DE
100%
by The St. James Sports and Wellness Complex LLC
StandardVision MIP, LLC
DE
100%
by Eldridge StandardVision Holdings, LLC
Starmaker Rights LLC
DE
100%
by A24 Films LLC
Starmaker Studios LLC
DE
100%
by A24 Films LLC
Steamboat Portfolio Trust, LLC
DE
100%
by EPH, LLC
Stereogum Media LLC
DE
20.0%
by EMG AH LLC
Stewart Street Productions, LLC
DE
100%
by DCP Holdings DE, LLC
Stonebriar ABF Holdings LLC
DE
83.0%
by Stonebriar Holdings LLC
Stonebriar ABF Issuer LLC
DE
100%
by Stonebriar ABF Holdings LLC
Stonebriar Commercial Finance Canada Inc.
CAN
100%
by SCF Funding LLC
Stonebriar Commercial Finance LLC
DE
100%
by SCF Funding LLC
Stonebriar Finance Holdings LLC
DE
88.4%
by Stonebriar Holdings LLC
Stonebriar Global Management Holdings LLC
DE
100%
by Stonebriar Holdings LLC
Stonebriar Global Management LLC
DE
100%
by Eldridge Capital Management, LLC
Stonebriar Holdings II LLC
DE
1.0%
by Eldridge Wealth Solutions, Inc.
Stonebriar Holdings II LLC
DE
99.0%
by Stonebriar Holdings LLC
Stonebriar Holdings LLC
DE
100%
by Three L Finance Holdings, LLC
Stonebriar IFH LLC
DE
100%
by SCF Funding LLC
Strataca Holdings, LLC
KS
100%
by Sherwood Park, Inc.
Strivers LLC
DE
100%
by The St. James Sports and Wellness Complex LLC
Studio Momo LLC
DE
100%
by After The Fact LLC
Stuerza Properties Ltd
Cyprus
100%
by B.L. Bluepro Holdings Ltd
Sugar23 Podcast Group LLC
DE
100%
by Sugar23, Inc.
Sugar23, Inc.
DE
16.90%
by Valence Circle Up, LLC
Sulliverhills Spain, SLU
Spain
95.0%
by CIEF1 UK Holdings Limited
Sunday Best, LLC
CA
100%
by MRC Documentary, L.P.
Sunny Waves, LLC
CA
100%
by MRC II Holdings, LP
Sunset Hills, LLC
KS
100%
by Sherwood Park, Inc.
Sunset Screams LLC
TX
100%
by 13 FEG Haunted Holdings, LLC
Super Eagles, LLC
CA
100%
by MRC Documentary Holdings, LLC
Super, Awesome & Amazing LLC
DE
100%
by The St. James Sports and Wellness Complex LLC
Sweepstakes Hero, LLC
CA
100%
by MRC Documentary, L.P.
Swingers 1 Limited
GBR
100%
by Competitive Socialising Limited
Swingers 2 Limited
GBR
100%
by Competitive Socialising Limited
Swingers BOS, LLC
DE
50.0%
by S (BOS) LLC
Swingers NY LLC
NY
100%
by Competitive Socializing US LLC
SXSW, LLC
TX
50.0%
by PME Holdings, LLC
Syracuse City, LLC
KS
100%
by Sherwood Park, Inc.
Tahitian Resorts Limited
BVI
100%
by TR Finco Limited
Talk Later LLC
DE
100%
by A24 Films LLC
Tamarack Portfolio Trust, LLC
DE
100%
by Dayton Funding, LLC
TCG Private Credit 2024, L.P.
DE
0%
Mgmt. by CAIS TCG Private Credit 2024 GP LLC
TCG Private Equity 2022, L.P.
DE
0%
Mgmt. by CAIS TCG Private Equity 2022 GP LLC
TCI Finco LIMITED
GBR
100%
by Mana Holdco Limited
Technicolor Dreamcourt LLC
DE
100%
by A24 Films LLC
44

Name
Jurisdiction
Percent of Voting Securities Owned
Terror on the Fox Holdings, LLC
CO
100%
by 13 FEG Haunted Holdings, LLC
TFEG ABG LA JV, LLC
DE
100%
by 13 FEG Haunted Holdings, LLC
TFEG LB Event LLC
DE
100%
by 13 FEG Haunted Holdings, LLC
TFEG OW JV, LLC
DE
50.0%
by Thirteenth Floor Entertainment Group, LLC
TFEG Winchester Event LLC
DE
100%
by 13 FEG Haunted Holdings, LLC
The Ambassador Hotel Cooperative Apartments
Corp.
FL
100%
by Palm Beach Ambassador Holdco LLC
The Edgewater House Corporation
FL
100%
by Palm Beach Edgewater Holdco LLC
The Eldridge Convive Irrevocable Trust, LLC
DE
100%
by Eldridge Convive Holdings II, LLC
The Eldridge FGNY Irrevocable Trust
DE
0%
Mgmt. by Eldridge FGNY Holdings, LLC
The Hollywood Reporter, LLC
DE
100%
by PME Holdings, LLC
The Most Down to Earth, LLC
CA
100%
by MRC Documentary, L.P.
The St. James FCVA LLC
VA
100%
by SJS&W Washington Property LLC
The St. James Lacrosse LLC
VA
100%
by SJS&W Washington Property LLC
The St. James Media LLC
DE
100%
by The St. James Sports and Wellness Complex LLC
The St. James Sports & Wellness Lincolnshire
LLC
DE
100%
by Cain International LP
The St. James Sports and Wellness Complex LLC
DE
0%
Board rights held by CHE SJG LLC
The Stage Shoreditch (Commercial Tower) GP Ltd
GBR
100%
by The Stage Shoreditch (Commercial Tower) Unit
Trust
The Stage Shoreditch (Commercial Tower) LP
GBR
99.9%
by The Stage Shoreditch (Commercial Tower) Unit
Trust
The Stage Shoreditch (Commercial Tower)
Nominee Ltd
GBR
100%
by The Stage Shoreditch (Commercial Tower) GP Ltd
The Stage Shoreditch (Commercial Tower) Unit
Trust
JEY
99.2%
by The Stage Shoreditch (Master) Unit Trust
The Stage Shoreditch (Containers) GP Ltd
GBR
100%
by The Stage Shoreditch (Containers) Unit Trust
The Stage Shoreditch (Containers) LP
GBR
99.9%
by The Stage Shoreditch (Containers) Unit Trust
The Stage Shoreditch (Containers) Nominee Ltd
GBR
100%
by The Stage Shoreditch (Containers) GP Ltd
The Stage Shoreditch (Containers) Unit Trust
JEY
99.2%
by The Stage Shoreditch (Master) Unit Trust
The Stage Shoreditch (Curtain Theatre) GP Ltd
GBR
100%
by The Stage Shoreditch (Curtain Theatre) Unit Trust
The Stage Shoreditch (Curtain Theatre) LP
GBR
64.9%
by The Stage Shoreditch (Curtain Theatre) Unit Trust
The Stage Shoreditch (Curtain Theatre) Nominee
Ltd
GBR
100%
by The Stage Shoreditch (Curtain Theatre) GP Ltd
The Stage Shoreditch (Curtain Theatre) Unit Trust
JEY
99.2%
by The Stage Shoreditch (Master) Unit Trust
The Stage Shoreditch (Master) Unit Trust
JEY
99.0%
by The Stage Shoreditch LLP
The Stage Shoreditch (Office North) GP Ltd
GBR
100%
by The Stage Shoreditch (Office North) Unit Trust
The Stage Shoreditch (Office North) LP
GBR
99.9%
by The Stage Shoreditch (Office North) Unit Trust
The Stage Shoreditch (Office North) Nominee Ltd
GBR
100%
by The Stage Shoreditch (Office North) GP Ltd
The Stage Shoreditch (Office North) Unit Trust
JEY
99.2%
by The Stage Shoreditch (Master) Unit Trust
The Stage Shoreditch (Office South) GP Ltd
GBR
100%
by The Stage Shoreditch (Office South) Unit Trust
The Stage Shoreditch (Office South) LP
GBR
99.9%
by The Stage Shoreditch (Office South) Unit Trust
The Stage Shoreditch (Office South) Nominee Ltd
GBR
100%
by The Stage Shoreditch (Office South) GP Ltd
The Stage Shoreditch (Office South) Unit Trust
JEY
99.2%
by The Stage Shoreditch (Master) Unit Trust
The Stage Shoreditch (Pavilion) GP Ltd
GBR
65.0%
by The Stage Shoreditch (Pavilion) Unit Trust
The Stage Shoreditch (Pavilion) LP
GBR
99.9%
by The Stage Shoreditch (Pavilion) Unit Trust
The Stage Shoreditch (Pavilion) Nominee Ltd
GBR
100%
by The Stage Shoreditch (Pavilion) GP Ltd
The Stage Shoreditch (Pavilion) Unit Trust
JEY
99.2%
by The Stage Shoreditch (Master) Unit Trust
The Stage Shoreditch (The Tower) GP Ltd
GBR
100%
by The Stage Shoreditch (The Tower) Unit Trust
The Stage Shoreditch (The Tower) LP
GBR
99.9%
by The Stage Shoreditch (The Tower) Unit Trust
The Stage Shoreditch (The Tower) Nominee Ltd
GBR
100%
by The Stage Shoreditch (The Tower) GP Ltd
The Stage Shoreditch (The Tower) Unit Trust
JEY
99.2%
by The Stage Shoreditch (Master) Unit Trust
The Stage Shoreditch Deveopment LLP
GBR
100%
by The Stage Shoreditch LLP
45

Name
Jurisdiction
Percent of Voting Securities Owned
The Stage Shoreditch LLP
GBR
17.09%
by CH Capital A Holdings LLC
The Stage Shoreditch LLP
GBR
65.56%
by CH McCourt (The Stage) LLC
The Stage Shoreditch Management Ltd
GBR
100%
by The Stage Shoreditch (Master) Unit Trust
The Stage Shoreditch Master Residential Limited
GBR
100%
by The Stage Shoreditch (Master) Unit Trust
The Stage Shoreditch Rental Residential Limited
GBR
100%
by The Stage Shoreditch Master Residential Limited
The Stage Shoreditch Residential HoldCo Limited
GBR
100%
by The Stage Shoreditch (Master) Unit Trust
The Stage Shoreditch Residential Ltd
GBR
100%
by The Stage Shoreditch Residential HoldCo Limited
Thirteenth Floor Entertainment Group, LLC
DE
50.0%
by Sensory Impact Group, LLC
Thornwood Capital, LLC
DE
0%
Mgmt. by EEH 2017 Prefered Member, LLC
Three L Finance Holdings, LLC
DE
100%
by Eldridge Equipment Finance LLC
Thurston Aviation Engineering Limited
GBR
100%
by Flexjet Operations Ltd.
Thurston Aviation Limited
GBR
100%
by Flexjet Operations Ltd.
TLB-GBM, LLC
DE
100%
by Todd L. Boehly, Individual
Topeka Grand Hotels, LLC
DE
37.0%
by Security Benefit Life Insurance Company
Tornado Digital, LLC
KS
100%
by Sherwood Park, Inc.
Touches LLC
DE
100%
by A24 Films LLC
TR Finco Limited
GBR
100%
by Mana Holdco Limited
Trigger Investco, LLC
DE
100%
by Putnam Asset Holdings, LLC
Trigger Media Group, LLC
DE
100%
by Trigger Investco, LLC
Trinity Stuart Development LLC
DE
100%
by Trinity Stuart Holding, LLC
Trinity Stuart Holding, LLC
DE
85.0%
by CI Boston Holdings LLC
Trinity Stuart Hotel LLC
DE
100%
by Trinity Stuart Holding, LLC
Trinity Stuart Mezz LLC
DE
100%
by Trinity Stuart Holding, LLC
Truebill, Inc.
DE
18.22%
by Eldridge Truebill Funding, LLC
TS Pied-a-Terre Holding, LLC
DE
100%
by Trinity Stuart Holding, LLC
TS Residences Holding, LLC
DE
100%
by Trinity Stuart Holding, LLC
TS Retail Holding, LLC
DE
100%
by Trinity Stuart Holding, LLC
TSJ Bethesda Property LLC
DE
100%
by The St. James Sports and Wellness Complex LLC
TSJ Lincolnshire Property LLC
DE
100%
by The St. James Sports and Wellness Complex LLC
TSJ Management Company LLC
DE
100%
by The St. James Sports and Wellness Complex LLC
TSJ RTC Property LLC
DE
100%
by The St. James Sports and Wellness Complex LLC
TSJ Tysons Galleria Property LLC
VA
0%
Mgmt. by The St. James Sports and Wellness
Complex LLC
Turkey Club LLC
DE
100%
by A24 Films LLC
Turville Film Ltd.
GBR
100%
by A24 Films LLC
Turville Rights LLC
DE
100%
by A24 Films LLC
Tuttle Portfolio Trust, LLC
DE
100%
by EPH, LLC
Tuvoli Canada, Inc.
CAN
100%
by Tuvoli, LLC
Tuvoli Holdings, LLC
DE
16.87%
by Eldridge EA Holdings, LLC
Tuvoli Holdings, LLC
DE
2.45%
by Eldridge Tuvoli Holdings LLC
Tuvoli Holdings, LLC
DE
12.98%
by Epic Preferred Holdings II LLC
Tuvoli Holdings, LLC
DE
3.67%
by Epic Preferred Holdings LLC
Tuvoli, LLC
DE
100%
by Tuvoli Holdings, LLC
Twenty Years LLC
DE
100%
by After The Fact LLC
Un Chien Bizarre LLC
DE
100%
by A24 Films LLC
Uniq Lark Development, S.L.U.
Spain
100%
by Sulliverhills Spain, SLU
Upstate Riot, LLC
CA
100%
by MRC Documentary Holdings, LLC
Valence A24, LLC
DE
100%
by EMG AH LLC
Valence APM, LLC
DE
100%
by Media Rights Capital II, LLC
Valence Circle Up, LLC
DE
100%
by EMG AH LLC
Valence FW73, LLC
DE
100%
by EMG AH LLC
Valence Media, LLC
DE
100%
by EMH-PME LLC
Valence Zig Holdings, LLC
DE
100%
by EMG AH LLC
46

Name
Jurisdiction
Percent of Voting Securities Owned
Variety Media, LLC
DE
100%
by PME Holdings, LLC
Vectura Services LLC
DE
100%
by Eldridge Business Services LLC
Venture Brand Management LLC
DE
100%
by Sugar23, Inc.
Vibe Media Publishing, LLC
DE
100%
by PME Music, LLC
Vim & Victor LLC
DE
100%
by The St. James Sports and Wellness Complex LLC
Viral Nation, Inc.
CAN
19.1%
by Eldridge Viral Nation Purchaseco Ltd.
Vista Portfolio Trust, LLC
DE
100%
by EPH, LLC
Vivid Seats, Inc.
DE
29.77%
by Post Portfolio Trust, LLC
Volo Sicuro, LLC
DE
5.97%
by Epic Aero, Inc.
Volo Sicuro, LLC
DE
19.89%
by Mayfair Portfolio Trust, LLC
Vydia, Inc.
DE
100%
by Gamma Media Holdings, LLC
WAAM Acquisition LLC
VA
100%
by The St. James Media LLC
WABH JV LLC
DE
0.27%
by CI BH Holdings II LLC
WABH JV LLC
DE
0.88%
by CI BH Holdings LLC
WABH LLC
DE
100%
by WABH Mezz I LLC
WABH Mezz I LLC
DE
100%
by WABH Mezz II LLC
WABH Mezz II LLC
DE
100%
by WABH JV LLC
Waldron Private Equity Fund I GP LLC
 
100%
by Capital Integration Systems LLC
Waldron Private Equity Fund I, L.P.
DE
0%
Waldron Private Equity Fund I GP LLC
Walker Portfolio Trust, LLC
DE
100%
by EPH, LLC
Wallace Portfolio Trust, LLC
DE
100%
by EPH, LLC
Walnut Portfolio Trust, LLC
DE
100%
by Dayton Funding, LLC
Walsh Portfolio Trust, LLC
DE
100%
by EPH, LLC
Wanamaker Portfolio Trust, LLC
KS
100%
by EPH, LLC
Watson Brickell Development Mezz, LLC
DE
100%
by CHE 830 Brickell LLC
Watson Brickell Development Parent, LLC
DE
50.0%
by CHE 830 Brickell LLC
Watson Brickell Development Pledgor, LLC
DE
100%
by CHE 830 Brickell LLC
Watson Brickell Development, LLC
DE
100%
by CHE 830 Brickell LLC
Waverly Growth Fund II GP LLC
DE
100%
by Capital Integration Systems LLC
Waverly Growth Fund II, L.P.
DE
0%
Mgmt. by Waverly Growth Fund II GP LLC
Way Upfronts, LLC
DE
100%
by Sugar23, Inc.
WBC, LLC
DE
100%
by MRC II Holdings, LP
Weary Blues Holdings, LLC
KS
100%
by Sherwood Park, Inc.
Weaver Portfolio Trust, LLC
DE
100%
by EPH, LLC
Weer CLT LLC
DE
100%
by A24 Films LLC
Weer Rights LLC
DE
100%
by A24 Films LLC
Weissach Capital, LLC
DE
0%
Mgmt. by EEH 2017 Prefered Member, LLC
Western Meadowlark Plains, LLC
KS
100%
by Sherwood Park, Inc.
Western Remedy LLC
DE
100%
by A24 Films LLC
Westgate House Developments Limited
GBR
50.0%
by Galliard Developments Ltd
Westwood Portfolio Trust, LLC
DE
100%
by EPH, LLC
White Whale Productions, LLC
CA
100%
by MRC II Holdings, LP
Wight Cap Holdings, LLC
DE
0%
Mgmt. by EEH 2017 Prefered Member, LLC
Wildfires, LLC
CA
100%
by MRC Documentary, L.P.
Wildwood Portfolio Trust, LLC
DE
100%
by SBT Investors, LLC
Williamstown Portfolio Trust, LLC
DE
100%
by Dayton Funding, LLC
Winchester Portfolio Trust, LLC
DE
100%
by Dayton Funding, LLC
Windsor Portfolio Trust, LLC
DE
100%
by Dayton Funding, LLC
Windy Screams LLC
IL
100%
by 13 FEG Haunted Holdings, LLC
Winning Spirit and Sons LLC
DE
100%
by A24 Films LLC
Winward Portfolio Trust, LLC
DE
100%
by Dayton Funding, LLC
WIP Slate Limited
GBR
100%
by A24 Studios Limited
Wizards Productions LLC
DE
100%
by A24 Films LLC
47

Name
Jurisdiction
Percent of Voting Securities Owned
Wrong Trailer Park LLC
DE
92.5%
by A24 Films LLC
WWB Holdings, LLC
DE
100%
by SBT-WWB, LLC
X4Y LLC
DE
100%
by Sugar23, Inc.
Yekaterina UK Limited
GBR
100%
by MRC II Holdings, LP
Yekaterina, LLC
CA
100%
by MRC II Holdings, LP
Young Brothers LLC
DE
100%
by A24 Films LLC
ZDS Holdings LLC
DE
100%
by Zinnia Tech Solutions LLC
Zinnia Asset Holdings II, LLC
DE
100%
by Zinnia Asset Holdings, LLC
Zinnia Asset Holdings III, LLC
DE
100%
by Zinnia Holdco, LLC
Zinnia Asset Holdings, LLC
DE
100%
by Zinnia Asset Holdings III, LLC
Zinnia Business Services LLC
DE
100%
by Zinnia Corporate Holdings, LLC
Zinnia Consulting LLC
DE
100%
by Zinnia Distributor Solutions LLC
Zinnia Corporate Holdings, LLC
DE
100%
by Zinnia Asset Holdings, LLC
Zinnia Digital Service LLP
India
0.0001%
by se2, LLC
Zinnia Digital Service LLP
India
99.9999%
by Zinnia Corporate Holdings, LLC
Zinnia Distributor Solutions LLC
DE
100%
by ZDS Holdings LLC
Zinnia Holdco, LLC
KS
100%
by Eldridge Wealth Solutions, Inc.
Zinnia Tech Solutions Canada ULC
CAN
100%
by Zinnia Tech Solutions LLC
Zinnia Tech Solutions LLC
DE
100%
by Zinnia Corporate Holdings, LLC
Zinnia Technology Services Ireland
Ireland
100%
by Zinnia Corporate Holdings, LLC
SBL is the depositor of the following separate accounts: SBL Variable Annuity Accounts I, III, IV, SBL Variable Universal Life Insurance Account, Security Varilife Separate Account, Variable Annuity Account XI, Variflex Separate Account, SBL Variable Annuity Account VIII, SBL Variable Annuity Account XIV, SBL Variable Annuity Account XVII, T. Rowe Price Variable Annuity Account, and Parkstone Variable Annuity Separate Account. As depositor of the separate accounts, SBL might be deemed to control them.
Item 30.
Indemnification
The bylaws of Security Benefit Life Insurance Company provide that the Company shall, to the extent authorized by the laws of the State of Kansas, indemnify officers and directors for certain liabilities threatened or incurred in connection with such person’s capacity as director or officer.
The Articles of Incorporation include the following provision:
(a) No director of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of his or her fiduciary duty as a director, provided that nothing contained in this Article shall eliminate or limit the liability of a director (a) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) under the provisions of K.S.A. 17-6424 and amendments thereto, or (d) for any transaction from which the director derived an improper personal benefit. If the General Corporation Code of the State of Kansas is amended after the filing of these Articles of Incorporation to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Code of the State of Kansas, as so amended.
(b) Any repeal or modification of the foregoing paragraph by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.
Insofar as indemnification for a liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Depositor has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Depositor of expenses incurred or paid by a director, officer or controlling person of the Depositor in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the Securities being registered, the Depositor will, unless in the opinion of its counsel the matter has been settled by a controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
48

Item 31.
Principal Underwriter
(a)(1)
Security Distributors, LLC (“SDL”), a subsidiary of SBL, acts as principal underwriter for the following separate
accounts of SBL:
 
 
 
SBL Variable Annuity Account I
SBL Variable Annuity Account III
SBL Variable Annuity Account IV
Security Varilife Separate Account (Security Elite Benefit)
Security Varilife Separate Account (Security Varilife)
SBL Variable Universal Life Insurance Account (Varilife)
Parkstone Advantage Variable Annuity
Variflex Separate Account (Variflex)
Variflex Separate Account (Variflex ES)
SBL Variable Annuity Account VIII (Variflex Extra Credit)
SBL Variable Annuity Account VIII (Variflex LS)
SBL Variable Annuity Account VIII (Variflex Signature)
Variable Annuity Account XI (Scarborough Advantage Variable Annuity)
SBL Variable Annuity Account XIV (AdvisorDesigns Variable Annuity)
SBL Variable Annuity Account XIV (AEA Variable Annuity)
SBL Variable Annuity Account XIV (AdvanceDesigns Variable Annuity)
SBL Variable Annuity Account XIV (EliteDesigns Variable Annuity)
SBL Variable Annuity Account XIV (EliteDesigns II Variable Annuity)
SBL Variable Annuity Account XIV (NEA Valuebuilder)
SBL Variable Annuity Account XIV (NEA Valuebuilder Retirement Income Director Variable Annuity)
SBL Variable Annuity Account XIV (SecureDesigns Variable Annuity)
SBL Variable Annuity Account XIV (Security Benefit Advisor Variable Annuity)
SBL Variable Annuity Account XVII (ClassicStrategies Variable Annuity)
SBL Variable Annuity Account XVII (ThirdFed Variable Annuity)
T. Rowe Price Variable Annuity Account
 
 
(a)(2)
SDL acts as principal underwriter for the following separate accounts of First Security Benefit Life Insurance and
Annuity Company of New York (“FSBL”):
 
 
 
Variable Annuity Account A (AdvisorDesigns Variable Annuity)
Variable Annuity Account A (EliteDesigns Variable Annuity)
Variable Annuity Account A (EliteDesigns II Variable Annuity)
Variable Annuity Account B (SecureDesigns Variable Annuity)
Variable Annuity Account B (AdvanceDesigns Variable Annuity)
T. Rowe Price Variable Annuity Account of First Security Benefit Life Insurance and Annuity Company of New York
 
 
(a)(3)
SDL acts as principal underwriter for the following Nationwide Life Insurance Company Separate Accounts:
 
 
 
Nationwide Multi-Flex Variable Account
Nationwide Variable Account 9
(b)
Name and Principal
Business Address*
Position and Offices with Underwriter
 
David G. Byrnes
President and Head of Distribution
 
Colin W. Bishop
Chief Financial Officer, Treasurer, and Finance and Operations Principal
 
Kurt E. Auleta
Senior Vice President, Sales Manager West
 
Justin A. Jacquinot
Senior Vice President, Direct Relationships
 
James J. Kiley
Senior Vice President, Education Market and Affiliates
 
Michael T. Maghini
Senior Vice President, National Accounts
 
Michael K. Reidy
Senior Vice President
 
Matthew V. Rocha
Senior Vice President, Sales Manager East
 
Richard J. Wells
Senior Vice President
49

(b)
Name and Principal
Business Address*
Position and Offices with Underwriter
 
Gregory C. Garhart
Vice President, Chief Compliance Officer and AML Chief Compliance Officer
 
Alison J. Pollock
Vice President and Secretary
 
Aaron M. Tallen
Vice President, Inside Sales, 401k and Defined Contributions
 
Donald A. Wiley
Vice President
 
Mark J. Carr
Assistant Vice President
 
Lisa M. Young
Assistant Treasurer
 
*For all persons listed, the principal business address is One Security Benefit Place, Topeka, Kansas 66636-0001.
(c)
(1)
(2)
(3)
(4)
(5)
 
Name of
Principal Underwriter
Net
Underwriting
Discounts and
Commissions
Compensation
on Redemption
Brokerage
Commissions
Other
Compensation
 
Security Distributors, LLC
$342,9981
N/A
$0
N/A
 
1
Security Benefit Life Insurance Company pays commissions to broker-dealers through SDL. This is the amount paid
to SDL in connection with all contracts sold through the Separate Account. SDL passes through to the selling
broker-dealers all such amounts.
Item 31A.
Information about Contracts with Index-Linked Options and Fixed Options Subject to a Contract Adjustment
Not Applicable
Item 32.
Location of Accounts and Records
[Omitted]
Item 33.
Management Services
All management contracts are discussed in Part A or Part B.
Item 34.
Fee Representation and Other Representations
Fee Representation
Security Benefit Life Insurance Company represents that the fees and charges deducted under the Contract, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed by Security Benefit Life Insurance Company.
50


SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this registration statement under rule 485(b) under the Securities Act and has caused this registration statement to be signed on its behalf by the undersigned, duly authorized, in the City of Topeka, and State of Kansas on this 29th day of April, 2026.
By:
Security Benefit Life Insurance Company
 
(the Insurance Company)
 
*

 
 
Douglas G. Wolff, Chief Executive Officer and Director
By:
Variable Annuity Account XI
 
(The Registered Separate Account)
 
*

 
 
Douglas G. Wolff, Chief Executive Officer and Director
As required by the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement has been signed by the following persons in the capacities indicated on April 29, 2026.
SIGNATURES AND TITLES
By:
*

Douglas G. Wolff, Chief Executive Officer and Director
By:
*

Brian J. Beckett, Senior Vice President, Chief Financial Officer, and Director
By:
*

Rui Guo, Senior Vice President, Chief Actuary, Chief Product Officer, and Director
By:
*

John F. Guyot, Senior Vice President, Chief Legal Officer, and Director
By:
*

Joseph W. Wittrock, Senior Vice President, Chief Investment Officer, and Director
*By:
/s/ Alison Pollock

Alison Pollock, as Attorney-in-Fact
1


EXHIBIT INDEX
(l)(1)
Consent of Independent Registered Public Accounting Firm
(l)(2)
Consent of Counsel
101.INS
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101.SCH
XBRL Taxonomy Extension Schema Document
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
XBRL Taxonomy Extension Label Linkbase Document
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document
1


ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

EX-99.(L)(1)

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