Filed with the Securities and Exchange Commission on August 27, 2025.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-4
(File No. 333-283589)
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |
☒ | |
Post-Effective Amendment No. 2 | ☒ |
(Files Nos. 333-254385; 811-07659)
Post-Effective Amendment No. 8 | ☒ | |
AND/OR | ||
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 |
☒ | |
Amendment No. 530 | ☒ |
(Check appropriate box or boxes)
SEPARATE ACCOUNT NO. 49
(Exact Name of Registered Separate Account)
EQUITABLE FINANCIAL LIFE INSURANCE COMPANY
(Name of Insurance Company)
1345 Avenue of the Americas, New York, New York 10105
(Address of Insurance Company’s Principal Executive Offices)
Insurance Company’s Telephone Number, including Area Code: (212) 554-1234
ALFRED AYENSU-GHARTEY
VICE PRESIDENT AND ASSOCIATE GENERAL COUNSEL
Equitable Financial Life Insurance Company
1345 Avenue of the Americas, New York, New York 10105
(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering: Continuous.
It is proposed that this filing will become effective (check appropriate box):
☐ | Immediately upon filing pursuant to paragraph (b) |
☐ | On pursuant to paragraph (b) |
☐ | 60 days after filing pursuant to paragraph (a)(1) |
☒ | On September 16, 2025 pursuant to paragraph (a)(1) of Rule 485 under the Securities Act of 1933 (“Securities Act”). |
If appropriate, check the following box:
☐ | This post-effective amendment designates a new effective date for 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) |
This Post-Effective Amendment No. 2 (“PEA”) to the Form N-4 Registration Statement (File No. 333-283589) and Post-Effective Amendment No. 8 to Form N-4 Registration Statement (File No. 333-254385) (“Registration Statement”) of Equitable Financial Life Insurance Company (“Equitable Financial”) and its Separate Account No. 49 is being filed for the purpose of including in the Registration Statement the additions/modifications reflected in the Supplement and Part C. This Post-Effective Amendment No. 2 for Registration Statement (File No. 333-283589) and Post-Effective Amendment No. 8 for Registration Statement (File No. 333-254385) incorporates by reference the information contained in Parts A and B of Post-Effective Amendment No. 1 (File No. 333-283589) and Post-Effective Amendment No. 7 (File No. 333-254385), filed on April 23, 2025.
Equitable Financial Life Insurance Company of America
Equitable Financial Life Insurance Company
Supplement dated September , 2025 to the Structured Capital Strategies PLUS® 21 prospectus dated May 1, 2025
This Supplement modifies certain information in the above-referenced prospectus (the “Prospectus”). You should read this Supplement in conjunction with your Prospectus and retain it for future reference. This Supplement incorporates the Prospectus by reference. Unless otherwise indicated, all other information included in your Prospectus remains unchanged. The terms we use in this Supplement have the same meaning as in your Prospectus. We will send you another copy of any prospectus or supplement without charge upon request. Please contact the customer service center at 877-899-3743.
The following hereby replaces the corresponding section in “Purchasing the contract — Your right to cancel within a certain number of days”:
Generally, your refund will equal your contributions under the contract. However, some states require we refund your account value under the contract on the day we receive written notification of your decision to cancel the contract and will reflect any investment gain or loss in the investment options (less the daily charges we deduct) through the date we receive your contract. This includes the Segment Interim Value for amounts allocated to existing Segments. The Segment Interim Value calculation may reduce the amount of account value paid upon contract cancellation. For more information, see “Adjustments with respect to early distributions from Segments” in “Charges, Expenses, and Adjustments” in this prospectus. In addition, in some states, the amount of your refund (either the full amount of your contributions or the account value), and the length of your “free look” period, depend on whether you purchased the contract as a replacement. Please refer to your contract or supplemental materials or contact us for more information. For any IRA contract returned to us within seven days after you receive it, we are required to refund the full amount of your contribution. When required by applicable law to return the full amount of your contribution, we will return the greater of your contribution or your contract’s cash value.
The following hereby replaces the corresponding section in “Charges, Expenses, and Adjustments — Charges under the contracts — Withdrawal charge (Series B contracts only) — Disability, terminal illness, or confinement to nursing home”:
(i) | An owner (or older joint owner, if applicable) has qualified to receive Social Security disability benefits as certified by the Social Security Administration (this waiver only applies for contracts issued in California, New York, Oregon, and South Carolina, as well as all contracts issued using an application signed before September 22, 2025); or |
#56550 |
PART C
OTHER INFORMATION
ITEM 27. | EXHIBITS |
(a) | Board of Directors Resolution. |
(b) | Custodial Agreements. Not Applicable. |
(c) | Underwriting Contracts. |
(1) |
(a) |
(b) |
(c) |
(d) |
(e) |
(2) |
(a) |
(3) |
(4) |
(5) |
(a) |
(b) |
(c) |
(d) | Contracts. (Including Riders and Endorsements) |
(1) |
(2) |
(3) |
(4) |
(5) |
(6) |
(7) |
(8) |
(9) |
(10) |
(11) |
(12) |
(13) |
(14) |
(15) |
(16) |
(17) |
(18) |
(19) |
(20) |
(21) |
(22) |
(23) |
(24) |
(25) |
(26) |
(27) |
(28) |
(29) |
(30) |
(31) |
(32) |
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(e) | Applications. |
(1) |
(2) |
(3) |
(4) |
(5) |
(6) |
(7) |
(f) | Insurance Company’s Certificate of Incorporation And By-Laws. |
(1) |
(2) |
(g) | Reinsurance Contracts. |
(1) |
(h) | Participation Agreements. |
(1) |
(a) |
(b) |
(c) |
(d) |
(e) |
(f) |
(g) |
(h) |
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(i) |
(j) |
(k) |
(l) |
(m) |
(n) |
(o) |
(p) |
(2) |
(a) |
(b) |
(c) |
(d) |
(e) |
(f) |
(g) |
(h) |
(i) |
(j) |
(k) |
(l) |
(m) |
(n) |
(o) |
(p) |
(q) |
(r) |
(s) |
(t) |
(u) |
(v) |
(i) | Administrative Contracts. Not applicable. |
(j) | Other Material Contracts. Not applicable. |
(k) | Legal Opinion. |
Opinion and Consent of Counsel, filed herewith.
(l) | Other Opinions. |
(1) | Consent of Independent Registered Public Accounting Firm, to be filed by amendment. |
(m) | Omitted Financial Statements. Not applicable. |
(n) | Initial Capital Agreements. Not applicable. |
(o) |
(p) |
(q) | Letter Regarding Change in Certifying Accountant. Not Applicable. |
(r) |
C-5
ITEM 28. DIRECTORS AND OFFICERS OF THE INSURANCE COMPANY.
Set forth below is information regarding the directors and principal officers of the Insurance Company. The Insurance Company’s address is 1345 Avenue of the Americas, New York, New York 10105. The business address of the persons whose names are preceded by an asterisk is that of the Insurance Company.
NAME AND PRINCIPAL BUSINESS ADDRESS |
POSITIONS AND OFFICES WITH THE INSURANCE COMPANY | |
DIRECTORS | ||
Douglas A. Dachille | Director | |
Legacy Liability Solutions, LLC | ||
161 N. Clark Street | ||
Chicago, IL 60602 | ||
Francis Hondal | Director | |
10050 W. Suburban Drive | ||
Pinecrest, FL 33156 | ||
Arlene Isaacs-Lowe | Director | |
1830 South Ocean Drive, #1411 | ||
Hallandale, FL 33009 | ||
Daniel G. Kaye | Director | |
767 Quail Run | ||
Inverness, IL 60067 | ||
Joan Lamm-Tennant | Director | |
135 Ridge Common | ||
Fairfield, CT 06824 | ||
Craig MacKay | Director | |
England & Company | ||
1133 Avenue of the Americas | ||
Suite 2719 | ||
New York, NY 10036 | ||
Bertram L. Scott | Director | |
3601 Hampton Manor Drive | ||
Charlotte, NC 28226 | ||
George Stansfield | Director | |
AXA | ||
25, Avenue Matignon | ||
75008 Paris, France | ||
Charles G.T. Stonehill | Director | |
Founding Partner | ||
Green & Blue Advisors | ||
525 Park Avenue, 8D | ||
New York, New York 10065 | ||
OFFICER-DIRECTOR | ||
*Mark Pearson | Director and Chief Executive Officer | |
OTHER OFFICERS | ||
*Nicholas B. Lane | President | |
*José Ramón González | Chief Legal Officer and Secretary | |
*Jeffrey J. Hurd | Chief Operating Officer |
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*Robin M. Raju | Chief Financial Officer | |
*Michael B. Healy | Chief Information Officer | |
*Nicholas Huth | Chief Compliance Officer | |
*William Eckert | Chief Accounting Officer | |
*Darryl Gibbs | Chief Diversity Officer | |
*David W. Karr | Signatory Officer | |
*Erik Bass | Chief Strategy Officer | |
*Mary Jean Bonadonna | Signatory Officer | |
*Nicholas Chan | Deputy Treasurer | |
*Eric Colby | Signatory Officer | |
*Glen Gardner | Chief Investment Officer | |
*Kenneth Kozlowski | Signatory Officer | |
*Carol Macaluso | Signatory Officer | |
*James Mellin | Signatory Officer | |
*Hillary Menard | Signatory Officer | |
*Kurt Meyers | Deputy General Counsel and Signatory Officer | |
*Maryanne (Masha) Mousserie | Signatory Officer | |
*Prabha (“Mary”) Ng | Chief Information Security Officer | |
*Antonio Di Caro | Signatory Officer | |
*Shelby Hollister-Share | Signatory Officer |
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*Manuel Prendes | Signatory Officer | |
*Stephen Scanlon | Signatory Officer | |
*Samuel Schwartz | Signatory Officer | |
*Stephanie Shields | Signatory Officer | |
*Joseph M. Spagnuolo | Signatory Officer | |
*Qi Ning (“Peter”) Tian | Treasurer | |
*Gina Tyler | Chief Communications Officer | |
*Constance Weaver | Chief Marketing Officer | |
*Xu (“Vincent”) Xuan | Chief Actuary | |
*Yun (“Julia”) Zhang | Chief Risk Officer |
C-8
ITEM 29. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE INSURANCE COMPANY OR REGISTERED SEPARATE ACCOUNT.
Separate Account No. 49 (the “Separate Account”) is a separate account of Equitable Financial Life Insurance Company. Equitable Financial Life Insurance Company, a New York stock life insurance company, is an indirect wholly owned subsidiary of Equitable Holdings, Inc. (the “Holding Company”).
Set forth below is the subsidiary chart for the Holding Company:
Equitable Holdings, Inc. - Subsidiary Organization Chart: Q1-2025 is filed herewith.
C-9
ITEM 30. | INDEMNIFICATION |
(a) | Indemnification of Directors and Officers |
The by-laws of Equitable Financial Life Insurance Company (the “Company”) provide, in Article VII, as follows:
7.4 | Indemnification of Directors, Officers and Employees. (a) To the extent permitted by the law of the State of New York and subject to all applicable requirements thereof: |
(i) | any person made or threatened to be made a party to any action or proceeding, whether civil or criminal, by reason of the fact that he or she, or his or her testator or intestate, is or was a director, officer or employee of the Company shall be indemnified by the Company; |
(ii) | any person made or threatened to be made a party to any action or proceeding, whether civil or criminal, by reason of the fact that he or she, or his or her testator or intestate serves or served any other organization in any capacity at the request of the Company may be indemnified by the Company; and |
(iii) | the related expenses of any such person in any of said categories may be advanced by the Company. |
(b) | To the extent permitted by the law of the State of New York, the Company, or the Board of Directors, by amendment of these By-Laws, or by agreement. (Business Corporation Law ss. 721-726; Insurance Law ss.1216) |
The directors and officers of the Company are insured under policies issued by X.L. Insurance Company, Arch Insurance Company, Endurance Specialty Insurance Company, U.S. Specialty Insurance, ACE, Chubb Insurance Company, AXIS Insurance Company, Zurich Insurance Company, AWAC (Allied World Assurance Company Ltd.), Aspen Bermuda XS, CNA, AIG, Nationwide, Berkley, Berkshire, SOMPO, Chubb, Markel, Ascot, Bowhead, and Westfield. The annual limit on such policies is $300 million, and the policies insure the officers and directors against certain liabilities arising out of their conduct in such capacities.
(b) | Indemnification of Principal Underwriters |
To the extent permitted by law of the State of New York and subject to all applicable requirements thereof, Equitable Distributors, LLC and Equitable Advisors, LLC have undertaken to indemnify each of its respective directors and officers who is made or threatened to be made a party to any action or proceeding, whether civil or criminal, by reason of the fact the director or officer, or his or her testator or intestate, is or was a director or officer of Equitable Distributors, LLC and Equitable Advisors, LLC.
(c) | Undertaking |
Insofar as indemnification for liability arising under the Securities Act of 1933 (“Act”) may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant 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 registrant of expenses incurred or paid by a director, officer or controlling person of the registrant 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 registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question 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.
C-10
ITEM 31. PRINCIPAL UNDERWRITERS
(a) | Equitable Advisors, LLC and Equitable Distributors, LLC are the principal underwriters for: |
(i) | Separate Account No. 49, Separate Account No. 70, Separate Account A, Separate Account FP, Separate Account I and Separate Account No. 45 of Equitable Financial |
(ii) | Separate Account No. 49B of Equitable Colorado |
(iii) | EQ Advisors Trust |
(iv) | Variable Account AA, Equitable America Variable Account A, Equitable America Variable Account K, Equitable America Variable Account L, and Equitable America Variable Account No. 70A. |
(b) | Equitable Advisors is the principal underwriter of Equitable Financial’s Separate Account No. 301. |
(c) | Set forth below is certain information regarding the directors and principal officers of Equitable Advisors, LLC and Equitable Distributors, LLC: |
(i) | EQUITABLE ADVISORS, LLC |
NAME AND PRINCIPAL BUSINESS ADDRESS |
POSITIONS AND OFFICES WITH UNDERWRITER | |
*David Karr | Director, Chairman of the Board and Chief Executive Officer | |
*Nicholas B. Lane | Director | |
*Frank Massa | Director and President | |
*Yun (“Julia”) Zhang | Director | |
*Ralph E. Browning, II | Chief Privacy Officer | |
*Mary Jean Bonadonna | Chief Risk Officer | |
*Patricia Boylan | Broker Dealer Chief Compliance Officer | |
*Nia Dalley | Vice President and Chief Conflicts Officer | |
*Brett Esselburn | Vice President, Investment Sales and Financial Planning | |
*Gina Jones | Vice President and Financial Crime Officer | |
*Tracy Zimmerer | Vice President and Principal Operations Officer | |
*Sean Donovan | Assistant Vice President | |
*Alan Gradzki | Assistant Vice President | |
*Janie Smith | Assistant Vice President | |
*James Mellin | Chief Sales Officer |
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*Candace Scappator | Assistant Vice President, Controller and Principal Financial Officer | |
*Prabha (“Mary”) Ng | Chief Information Security Officer | |
*Alfred Ayensu-Ghartey | Vice President | |
*Joshua Katz | Vice President | |
*Dustin Long | Vice President | |
*Christopher LaRussa | Investment Advisor Chief Compliance Officer | |
*Christian Cannon | Vice President and General Counsel | |
*Paul Scott Peterson | Vice President, Assistant Treasurer and Signatory Officer | |
*Samuel Schwartz | Vice President | |
*Dennis Sullivan | Vice President | |
*Peter Tian | Senior Vice President, Treasurer and Signatory Officer | |
*Constance (Connie) Weaver | Vice President | |
*Michael Brudoley | Secretary | |
*Christine Medy | Assistant Secretary | |
*Francesca Divone | Assistant Secretary |
(ii) | EQUITABLE DISTRIBUTORS, LLC |
NAME AND PRINCIPAL BUSINESS ADDRESS |
POSITIONS AND OFFICES WITH UNDERWRITER | |
*Nicholas B. Lane | Director, Chairman of the Board, President and Chief Executive Officer | |
*Jim Kais | Director and Head of Group Retirement | |
*Jason Brown | Deputy Chief Compliance Officer | |
*Ursula Carty | Head of Commercial Line Marketing | |
*Amy Feintuch | Head of Independent Relationships - Financial Protection | |
*Steve Junge | National Sales Manager - 1290 Funds | |
*James O’Connor | Head of Business Development and Key Accounts Group Retirement |
C-12
*David Kahal | Signatory Officer | |
*Fred Makonnen | Signatory Officer | |
*Arielle D’ Auguste | Signatory Officer and General Counsel | |
*Alfred D’Urso | Signatory Officer and Chief Compliance Officer | |
*Candace Scappator | Signatory Officer, Chief Financial Officer, Principal Financial Officer and Principal Operations Officer | |
*Gina Jones | Signatory Officer and Financial Crime Officer | |
*Yun (“Julia”) Zhang | Signatory Officer and Chief Risk Officer | |
*Francesca Divone | Secretary | |
*Stephen Scanlon | Director, Head of Individual Retirement and Signatory Officer |
C-13
*Prabha (“Mary”) Ng | Signatory Officer and Chief Information Security Officer | |
*Michael Brudoley | Assistant Secretary | |
*Christine Medy | Assistant Secretary | |
* Principal Business Address: 1345 Avenue of the Americas NY, NY 10105 |
(c) |
Name of Principal Underwriter |
Net Underwriting Discounts |
Compensation on Redemption |
Brokerage Commission |
Other Compensation | ||||
Equitable Advisors, LLC |
N/A | $0 | $0 | $0 | ||||
Equitable Distributors, LLC |
N/A | $0 | $0 | $0 |
ITEM 31A | INFORMATION ABOUT CONTRACTS WITH INDEX-LINKED OPTIONS AND FIXED OPTIONS SUBJECT TO A CONTRACT ADJUSTMENT. |
(a) | For any Contract with Index-Linked Options and/or Fixed Options subject to a Contract Adjustment offered through this registration statement, provide the information required by the following table as of December 31 of the prior calendar year. |
Name of the Contract |
Number of Contracts Outstanding |
Total value attributable to the Index- Linked Option and/or Fixed Option subject to a Contract Adjustment |
Number of Contracts sold during the prior calendar year |
Gross premiums received during the prior calendar year |
Amount of Contract value redeemed during the prior calendar year |
Combination Contract (Yes/No) |
||||||||||||||||||
Structured Capital Strategies PLUS® 21 |
78,884 | 17,339,024,311 | 12,692 | 3,746,362,260 | 751,682,016 | Yes |
(b) | See Exhibit (27)(r) Historical Current Limits on Index Gains. |
ITEM 32. | LOCATION OF ACCOUNTS AND RECORDS |
The information is omitted as it is provided in Registered Separate Account’s most recent report on Form N-CEN.
ITEM 33. | MANAGEMENT SERVICES |
Not applicable.
ITEM 34. | FEE REPRESENTATION |
(a) | The Insurance Company represents that, with respect to the Variable Options, the fees and charges deducted under the Contracts described in this Registration Statement, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed by the Insurance Company under the respective Contracts. |
The Registered Separate Account hereby represents that it is relying on the November 28, 1988 no action letter (Ref. No. IP-6-88) relating to variable annuity contracts offered as funding vehicles for retirement plans meeting the requirements of Section 403(b) of the Internal Revenue Code. Registered Separate Account further represents that it will comply with the provisions of paragraphs (1)-(4) of that letter.
(b) | The Insurance Company undertakes to file, with respect to Index-Linked Options, during any period in which offers or sales are being made, a post-effective amendment to the registration statement to include any prospectus required by section 10(a)(3) of the Securities Act; and that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
C-14
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, duly authorized, in the City of New York, and State of New York on this 27th day of August, 2025.
SEPARATE ACCOUNT NO. 49 | ||
(Registered Separate Account) | ||
Equitable Financial Life Insurance Company | ||
(Insurance Company) | ||
By: |
/s/ Alfred Ayensu-Ghartey | |
Alfred Ayensu-Ghartey Vice President and Associate General Counsel |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated:
PRINCIPAL EXECUTIVE OFFICER: | ||
*Mark Pearson | Chief Executive Officer and Director | |
PRINCIPAL FINANCIAL OFFICER: | ||
*Robin Raju | Chief Financial Officer | |
PRINCIPAL ACCOUNTING OFFICER: | ||
*William Eckert | Chief Accounting Officer |
*DIRECTORS: | ||||||
Douglas A. Dachille Francis Hondal Arlene Isaacs-Lowe Daniel G. Kaye |
Joan Lamm-Tennant Craig MacKay Mark Pearson |
Bertram Scott George Stansfield Charles G.T. Stonehill |
*By: | /s/ Alfred Ayensu-Ghartey | |
Alfred Ayensu-Ghartey | ||
Attorney-in-Fact | ||
August 27, 2025 |