As filed with the Securities and Exchange Commission on June 26, 2026

FILE NO. [333-_____]

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________________

FORM N-14

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Pre-Effective Amendment No. ____

Post-Effective Amendment No. ____

__________________________________

AB ACTIVE ETFs, INC.

(Exact Name of Registrant as Specified in Charter)

66 Hudson Boulevard East, 28th Floor, New York, New York 10001

(Address of Principal Executive Office) (Zip Code)

Registrant's Telephone Number, including Area Code:

(800) 221-5672

__________________________________

NANCY E. HAY

AllianceBernstein L.P.

66 Hudson Boulevard East, 28th Floor New York, New York 10001

(Name and address of agent for service)

Copies of Communications to:

PAUL M. MILLER

Seward & Kissel LLP

1901 L Street, N.W.

Suite 700

Washington, D.C. 20036

Approximate Date of Proposed Public Offering: As soon as practicable after this Registration Statement becomes effective under the Securities Act of 1933, as amended.

Title of the securities being registered: Shares of common stock.

It is proposed that this filing will become effective on July 27, 2026 pursuant to Rule 488 under the Securities Act of 1933.

No filing fee is due because Registrant is relying on Section 24(f) of the Investment Company Act of 1940, as amended.

AB EQUITY INCOME FUND, INC.

 66 Hudson Boulevard East, 28^th Floor

New York, New York 10001

July 26, 2026

Dear Stockholders:

As an investor in AB Equity Income Fund, Inc. (the “Acquired Portfolio”), a Maryland corporation, we are pleased to inform you of the planned conversion of the Acquired Portfolio, which is operated as a mutual fund, into an exchange-traded fund (“ETF”), which will be managed by AllianceBernstein L.P. (the “Adviser”).

Pursuant to an Agreement and Plan of Acquisition and Dissolution (the “Plan”), the Acquired Portfolio will be converted into an ETF through the reorganization of the fund into AB Equity Income ETF (the “Acquiring Portfolio”), a newly-created series of AB Active ETFs, Inc., a Maryland corporation, that has an identical investment objective, identical fundamental investment policies, substantially similar investment strategies and an identical portfolio management team as the mutual fund (the “Conversion”). We sometimes refer to each of the Acquired Portfolio and Acquiring Portfolio as a “Portfolio” and together, the “Portfolios.”

The Conversion, which is expected to be consummated on or about November 20, 2026, is described in more detail in the enclosed Information Statement/Prospectus. You should review the Information Statement/Prospectus carefully and retain it for future reference. The Conversion does not require stockholder approval, and therefore you are not being asked to vote.

The Conversion is structured to be a tax-free reorganization under the U.S. Internal Revenue Code of 1986, as amended (the “Code”).  In connection with the Conversion, the Acquiring Portfolio will acquire the assets of the Acquired Portfolio and assume the liabilities, expenses and obligations of the Acquired Portfolio, and you will receive shares of the Acquiring Portfolio and cash (corresponding to any fractional Acquired Portfolio shares), with an aggregate value equal to the value of your Acquired Portfolio shares as of the closing date of the Conversion.  Following the Conversion, the Acquired Portfolio will be terminated. 

We believe the Conversion will result in multiple benefits for investors.  The Board of Directors of AB Equity Income Fund, Inc., the members of which also oversee the management of the Acquiring Portfolio, has approved the Conversion based on its determination that the Conversion is in the best interests of the Acquired Portfolio and that the interests of stockholders of the Acquired Portfolio will not be diluted as a result of the Conversion.  Expected benefits include:

There are also certain risks, costs and other considerations associated with the Conversion that should be considered, including the risk that shares of an ETF trade in the secondary market at prices that differ from their NAV, that stockholders of an ETF may be charged fees and commissions by their brokers when effecting transactions in ETF shares, that certain account types generally cannot hold shares of ETFs and certain other risks and considerations associated with ETF shares. The Adviser believes, however, that the benefits of the Conversion substantially outweigh the risks, costs and other considerations.

Stockholders of the Acquired Portfolio should know the options available to them with respect to the Conversion. Those include: (i) maintaining current positions in Acquired Portfolio shares and receiving Acquiring Portfolio shares on the closing date; (ii) exchanging Acquired Portfolio shares for shares of another eligible mutual fund prior to the Conversion; and (iii) redeeming Acquired Portfolio shares prior to the Conversion. Stockholders should also consider possible tax consequences of (ii) and (iii) since those would be outside of the tax-free Conversion.

Importantly, in order to receive shares of the Acquiring Portfolio as part of the Conversion, you must hold your Acquired Portfolio shares through a brokerage account that can accept shares of an ETF. If you do not hold your Acquired Portfolio shares through that type of brokerage account, you will not receive shares of the Acquiring Portfolio as part of the Conversion. Instead, your Acquired Portfolio shares will be redeemed and you will receive a cash payment in redemption of your Acquired Portfolio shares. The redemption of your Acquired Portfolio shares may be a taxable event.

Prior to the Conversion, Class A shares, Class C shares, Class I shares and Class Z shares of the Acquired Portfolio will be converted automatically into Advisor Class shares. The automatic conversion will be tax-free to stockholders of the Acquired Portfolio.

If you do not currently hold your Acquired Portfolio shares through a brokerage account that can hold shares of an ETF, please review the accompanying Information Statement/Prospectus closely for additional actions that you must take to receive shares of the Acquiring Portfolio as part of the Conversion. No further action is required for stockholders that hold Acquired Portfolio shares through a brokerage account that can hold shares of the Acquiring Portfolio.

Onur Erzan

President

QUESTIONS AND ANSWERS

   Stockholders should read this entire Information Statement/Prospectus carefully. The following questions and answers will help explain the Conversion (as defined below), including the reasons for the Conversion. A more detailed discussion of the Conversion follows this section.

Q.     What is this document and why did we send this document to you?

A.     The attached Information Statement/Prospectus provides you with information about the Conversion (the “Conversion”) of AB Equity Income Fund, Inc. (the “Acquired Portfolio”), a Maryland corporation, which is currently operated as a mutual fund, into AB Equity Income ETF, a newly-created series of AB Active ETFs, Inc., a Maryland corporation (the “Acquiring Portfolio”).

   The Acquiring Portfolio is an exchange-traded fund (“ETF”) and has the same investment objective, strategies and fundamental investment policies as the Acquired Portfolio. As an ETF, the Acquiring Portfolio’s shares will be listed and traded on NYSE Arca, Inc. (the “Exchange”) following the Conversion. The Conversion will be accomplished in accordance with the Agreement and Plan of Acquisition and Dissolution (the “Plan”). The form of Plan is attached as Exhibit A to the Information Statement/Prospectus.

   The Plan provides for (i) the transfer of all of the assets of the Acquired Portfolio to the Acquiring Portfolio, (ii) the assumption by the Acquiring Portfolio of all of the liabilities of the Acquired Portfolio, (iii) the receipt of shares of the Acquiring Portfolio and cash (corresponding to any fractional Acquired Portfolio shares), with an aggregate value equal to the value of your Acquired Portfolio shares as of the closing date of the Conversion, and (iv) the cessation of operations and termination of the Acquired Portfolio. Shares of the Acquiring Portfolio will be transferred to each stockholder’s brokerage account. If a stockholder does not hold their Acquired Portfolio shares in a brokerage account, the Acquired Portfolio stockholder will not receive a distribution of the Acquiring Portfolio’s shares and in lieu thereof will receive cash in redemption of their Acquired Portfolio shares, which could be a taxable event for the stockholder.

   The IMPORTANT NOTICE ABOUT YOUR ACCOUNT HOLDING ACQUIRED PORTFOLIO SHARES – QUESTIONS AND ANSWERS, beginning on page vii, provides important information about actions to take with respect to your account in order to ensure the seamless transition from holding Acquired Portfolio shares to holding shares of the Acquiring Portfolio.

Q.     Has the Board of Directors approved the Conversion?

A.     Yes. The Board of Directors overseeing the management of the Acquired Portfolio approved the Conversion. After considering the recommendation of AllianceBernstein L.P. (the “Adviser”), the Board of Directors of AB Equity Income Fund, Inc. (the “Acquired Portfolio Board” or a “Board”), including all of the Independent Directors (i.e., Directors who are not “interested persons” of the Acquired Portfolio as defined in the Investment Company Act of 1940, as amended (the “1940 Act”)), determined that participating in the Conversion is in the best interests of the Acquired Portfolio and that the interests of existing Acquired Portfolio’s stockholders will not be diluted as a result of the Conversion.

   The Board of Directors of AB Active ETFs, Inc. (the “Acquiring Portfolio Board” or a “Board”), including all of the Independent Directors, also determined that the Conversion is in the best interest of the Acquiring Portfolio and that the interests of existing Acquiring Portfolio’s stockholders will not be diluted as a result of the Conversion.

Q.     Why is the Conversion occurring?

A.     The Board concluded that the Conversion, which was recommended by the Adviser, is in the best interests of the Acquired Portfolio because it is expected to provide certain potential benefits including lower total expenses, intra-day share trading flexibility, increased transparency of portfolio holdings and enhanced tax efficiency and higher invested assets due to reduced cash holdings. Prior to approving the Conversion, the Board also took into consideration the differing risks and costs of the Portfolios, as set forth in more detail in the Information Statement/Prospectus. In reaching their conclusions, the Board considered the different advisory fee structures of

the Portfolios, including a comparison of the fees and expenses for each Portfolio and the pro forma combined Portfolio, as well as the costs and expenses of the Conversion, including that the Conversion will be tax-free to stockholders in most instances (as discussed further in the Information Statement/Prospectus under “Information About the Plan – Federal Income Tax Consequences”). The Board considered that, expenses of the Acquired Portfolio relating to the Conversion will be borne by the Acquired Portfolio, and expenses of the Acquiring Portfolio relating to the Conversion will be borne by the Adviser pursuant to the unitary fee schedule (as discussed further in the Information Statement/Prospectus under “Information About the Plan – Who will bear the expenses of the Conversion?”). The Board also considered that the Acquired Portfolio and the Acquiring Portfolio have identical investment objectives, fundamental investment policies, and portfolio management teams, and substantially similar investment strategies.

Q.     How will the Conversion affect me as a stockholder?

A.     When the Conversion is consummated, you will cease to be a stockholder of the Acquired Portfolio and will become a stockholder of the Acquiring Portfolio, so long as you hold your shares of the Acquired Portfolio in a brokerage account that can hold shares of the Acquiring Portfolio. Upon completion of the Conversion, you will own shares of the Acquiring Portfolio having an aggregate NAV equal to the value of the Acquired Portfolio shares you owned when the Conversion happened, as adjusted for fractional shares (see below). Shares of the Acquiring Portfolio will be transferred to your brokerage account, or if you do not have a brokerage account that can hold shares of the Acquiring Portfolio, your Acquired Portfolio shares will be redeemed and you will receive a cash payment in redemption of those shares, which may be taxable. The Acquiring Portfolio does not issue fractional shares. As a result, some stockholders who are otherwise receiving shares of the Acquiring Portfolio may receive a small cash payment as of the closing date, which will be taxable, in lieu of a portion of their Acquired Portfolio shares.

   After the Conversion, individual shares of the Acquiring Portfolio may be purchased and sold on the Exchange, the national securities exchange on which the Acquiring Portfolio shares are listed. Should you decide to purchase or sell shares of the Acquiring Portfolio after the Conversion, you will need to place a trade through a broker who will execute your trade on the exchange at then current market prices. Because Acquiring Portfolio shares trade at market prices rather than at NAV, Acquiring Portfolio shares may trade at a price less than (discount) or greater than (premium) the Portfolio’s NAV per share. As with all ETFs, your broker may charge a commission for purchase and sales transactions, although most ETFs trade with no transaction fees (NTF) or commissions on many platforms.

Q.     Am I Being Asked to Vote on the Conversion?

A.     No. Stockholders are not required to approve the Conversion under Maryland law or the 1940 Act.

Q.     Will the Conversion affect the way my investments are managed?

A.     No. The Adviser is also the investment adviser to the Acquiring Portfolio, and the Acquiring Portfolio will be managed by the same portfolio management team and will have an identical investment objective, identical fundamental policies and substantially similar investment strategies as the Acquired Portfolio.

   For additional information, please see the sections entitled “Comparison of Investment Objectives and Policies” and “Principal Risks” in the attached Information Statement/Prospectus.

Q.     Are there any differences in risks between the Acquired Portfolio and Acquiring Portfolio?

A.     Yes. While many of the risks of investing in the Acquired Portfolio and the Acquiring Portfolio are substantially similar, the Acquiring Portfolio will be subject to certain risks unique to operating as an ETF. For example, you will be subject to the risk that shares of the Acquiring Portfolio will trade at market prices that are above (premium) or below (discount) the Acquiring Portfolio’s NAV per share, whereas shares of the Acquired Portfolio are purchased and sold at prices based upon their NAV as next determined after an order is received. You will also be subject to the risk that the Acquiring Portfolio’s “authorized participants,” which are the only entities that are permitted to engage in creation or redemption transactions directly with the Acquiring Portfolio, do not engage in such transactions, which could cause the Acquiring Portfolio’s shares to trade at a discount to NAV and possibly face trading halts and/or delisting.

   For additional discussion of these and other risk factors, please see the section entitled “Principal Risks.” We discuss these risks later in the Information Statement/Prospectus.

Q.     Will the fees and expenses of the Acquiring Portfolio be lower than the fees and expenses of the Acquired Portfolio?

A.     Yes. The Acquiring Portfolio is expected to have a lower total expense ratio than the total expense ratio of each share class of the Acquired Portfolio after taking into consideration fees waived and/or expenses reimbursed pursuant to a waiver agreement and an expense limitation agreement between the Adviser and the Acquired Portfolio.

   More information on the effects of the potential expense reductions is available in the Information Statement/Prospectus.

Q.     Are there other benefits that I could experience as a stockholder of the Acquiring Portfolio?

A.     Yes. In addition to lower total expenses, as a stockholder of the Acquiring Portfolio you could also benefit from intra-day trading flexibility, increased transparency of portfolio holdings, and the potential for enhanced tax efficiency.

·  Trading Flexibility. As a stockholder of the Acquired Portfolio, you can only purchase or redeem your Acquired Portfolio shares at a price based on the Acquired Portfolio’s NAV that is next calculated after your order is received by the Acquired Portfolio. This NAV is calculated once per business day. As a stockholder of the Acquiring Portfolio, however, you will be able to purchase and sell shares of the Acquiring Portfolio throughout a trading day on the secondary market. These trades will occur at then current market prices, which may be higher or lower than the Acquiring Portfolio’s NAV per share. This intraday liquidity will give you the opportunity to act on purchase and sale decisions throughout the trading day, rather than waiting to transact at the Acquiring Portfolio’s NAV per share.

·  Increased Transparency. Currently, the Acquired Portfolio only provides periodic disclosure of its complete portfolio holdings. In contrast, the Acquiring Portfolio will make its complete portfolio holdings public each business day. This holdings information, along with other information about the Acquiring Portfolio, will be found on the Acquiring Portfolio’s website at www.abfunds.com.

·  Enhanced Tax Efficiency. Stockholders of the Acquired Portfolio also are expected to benefit from the potential for greater tax efficiency with the ETF structure. While the tax treatment of ETFs and mutual funds is the same, the mechanics of the creation and redemption process for ETFs allows ETFs to acquire securities in-kind and redeem securities in-kind, which generally allows stockholders of an ETF to defer the realization of a portion of capital gains as the result of the ETF’s portfolio transactions. In contrast, when portfolio securities are sold within a mutual fund (either to rebalance the mutual fund’s holdings or to raise cash for redemptions), the sale can result in the realization of capital gains by the mutual fund that impact all taxable stockholders of the mutual fund.

Q.     What other differences should I be aware of as a stockholder of the Acquiring Portfolio?

A.     Currently, as a stockholder of the Acquired Portfolio, which is a mutual fund, you can only purchase or redeem your Acquired Portfolio shares at a price based on the Acquired Portfolio’s NAV that is next calculated after your order is received by the Acquired Portfolio, subject to any applicable sales charges and fees.

   By contrast, Acquiring Portfolio shares, which are ETF shares, may only be purchased and sold on the secondary market through a broker at then current market prices. When you buy or sell shares of the Acquiring Portfolio through a broker, you may incur a brokerage commission or other charges imposed by the broker. Furthermore, as discussed in more detail below, not all account types can hold shares of ETFs.

   In addition, currently, the Acquired Portfolio operates with a multiple class structure. A multiple class fund is an open-end investment company that issues two or more classes of shares representing interests in the same investment portfolio, but with different availability and eligibility criteria, sales charges, expenses, dividends and distributions. By contrast, the Acquiring Portfolio, by virtue of operating in an ETF structure, will not issue multiple classes of shares and all stockholders will own shares of common stock of the Acquiring Portfolio rather than a particular class of shares.

   Additionally, the way that dividends are received differs between the Acquired Portfolio and Acquiring Portfolio. Stockholders of the Acquired Portfolio may make an election to receive dividends and distributions in cash or in shares at the time you purchase Acquired Portfolio shares. Stockholders of the Acquired Portfolio may participate in a fund-sponsored dividend reinvestment plan. The election can be changed at any time prior to a record date for a dividend. The Acquiring Portfolio does not offer a fund-sponsored dividend reinvestment plan. Stockholders of the Acquiring Portfolio who purchase shares on the secondary market will receive all income dividends and capital gains distributions from their brokers in cash, unless the stockholder’s broker provides an option for the reinvestment of dividends and distributions. See the section entitled “Dividends and Distributions” in the Information Statement/Prospectus for additional information.

Q.     Will stockholders have to pay any sales load, commission or other similar fee in connection with the Conversion?

A.     No. Stockholders will not pay any sales load, commission or other similar fee in connection with receiving Acquiring Portfolio (ETF) shares in the Conversion.

Q.     When will the Conversion take place?

A.     The Conversion is expected to close on or about November 20, 2026 (the “Closing Date”). The Acquired Portfolio intends to publicly disclose material developments with respect to the Conversion, including any changes to the Closing Date.

Q.     Who will bear the expenses of the Conversion?

A.     Under the Plan, direct expenses relating to the Conversion, including audit fees, printing and mailing costs and fees of counsel to the Portfolios (excluding fees for counsel to the disinterested Directors) are expected to be borne by the Adviser and the Portfolios as follows:

(i)     Legal Expenses:

(a)     Legal expenses of the Acquiring Portfolio relating to the Conversion, including legal expenses relating to the offering of shares of the Acquiring Portfolio will be borne by the Adviser pursuant to the Acquiring Portfolio’s unitary fee arrangement.

(b)     Legal expenses of the Acquired Portfolio relating to the Conversion will be borne by the Acquired Portfolio.

(ii)     Other Conversion Costs: Other offering costs of the Acquiring Portfolio will be borne by the Adviser pursuant to the unitary fee structure. With respect to the other Conversion costs of the Conversion, such costs will be allocated (a) 50% to the Acquiring Portfolio and borne by the Adviser pursuant to the unitary fee structure and (b) 50% to the Acquired Portfolio.

Q.     Will the Conversion result in any federal tax liability to me?

A.     The Conversion is intended to be treated as a tax-free Conversion for U.S. federal income tax purposes. If the Conversion qualifies for tax-free treatment, Acquired Portfolio stockholders who are U.S. citizens or permanent residents would recognize no gain or loss for U.S. federal income tax purposes upon the exchange of Acquired Portfolio shares for Acquiring Portfolio shares pursuant to the Conversion (except with respect to cash received).

   In addition, as described above, you may also experience tax consequences if your investment is liquidated and the cash value of your Acquired Portfolio shares is returned to you or if your Acquired Portfolio shares are transferred by your financial intermediary to a different investment option because you did not hold your Acquired Portfolio shares through a brokerage account that can accept shares of the Acquiring Portfolio on the Closing Date of the Conversion.

   Stockholders should consult their tax advisors about possible federal, state, local and foreign tax consequences of the Conversion, if any, because the information about tax consequences in this document relates to the U.S. federal income tax consequences of the Conversion only.

Q.     Can I purchase, redeem or exchange Acquired Portfolio shares before the Conversion takes place?

A.     Yes. You can purchase Acquired Portfolio shares until November 13, 2026. You can exchange or redeem Acquired Portfolio shares until November 19, 2026. Any shares of the Acquired Portfolio that are not exchanged or redeemed prior to closing of the Conversion will be used to determine the number of Acquiring Portfolio shares and/or amount of cash you will receive in the Conversion, unless your shares of the Acquired Portfolio are not held in a brokerage account that can hold ETF shares. If you do not hold your shares in a brokerage account, your shares will be redeemed immediately before the Conversion, which could be a taxable event for you.

Q.     Whom do I contact for further information?

A.     You can contact your financial advisor or other financial intermediary for further information. You also may contact the Adviser at 800-221-5672. You can also find information online at www.abfunds.com.

   Important additional information about the Conversion is set forth in the accompanying Information Statement/Prospectus. Please read it carefully.

IMPORTANT NOTICE ABOUT YOUR ACCOUNT HOLDING ACQUIRED PORTFOLIO SHARES

QUESTIONS AND ANSWERS

   The following is a brief Q&A that provides information to help you to determine if you need to take action with respect to your account holding Acquired Portfolio shares prior to the Conversion in order to receive shares of the Acquiring Portfolio.

Q.     What types of accounts can receive shares of the Acquiring Portfolio as part of the Conversion?

A.     If you hold your Acquired Portfolio shares in a brokerage account that permits you to purchase securities traded in the stock market, such as ETFs or other types of stocks, then you will be eligible to receive shares of the Acquiring Portfolio in the Conversion. No further action is required.

Q.     What types of accounts cannot receive shares of the Acquiring Portfolio in the Conversion?

A.     The following account types generally cannot hold shares of ETFs:

·    Fund Direct Accounts. If you hold your Acquired Portfolio shares in an account directly with the Acquired Portfolio at its transfer agent, AllianceBernstein Investor Services, Inc. (“ABIS”) (a “fund direct account”), you should transfer your Acquired Portfolio shares to a brokerage account that can accept shares of the Acquiring Portfolio prior to the Conversion.

For this purpose, a fund direct account includes a fund direct individual retirement account (“IRA”). If you hold your Acquired Portfolio shares through a fund direct IRA and do not take action prior to the Conversion, your Acquired Portfolio shares will be exchanged for shares of AB Government Money Market Portfolio equal in value to the NAV of the Acquired Portfolio shares. You have a fund direct account if you receive quarterly account statements directly from the Acquired Portfolio and not from a third-party broker-dealer.

·    Non-Accommodating Brokerage Accounts. If you hold your Acquired Portfolio shares in a brokerage account with a financial intermediary that only allows you to hold shares of mutual funds in the account, you will need to contact your financial intermediary to set up a brokerage account that permits investment in ETF shares.

·    Non-Accommodating Retirement Accounts. If you hold your Acquired Portfolio shares through an IRA or group retirement plan whose plan sponsor does not have the ability to hold shares of ETFs on its platform, you may need to make a new investment selection in your non-accommodating retirement account or your financial intermediary may divest you from the Acquired Portfolio and select a different investment option prior to the Conversion.

If you are unsure about the ability of your account to accept shares of the Acquiring Portfolio, please call 800-221-5672 or contact your financial advisor or other financial intermediary.

Q.     How do I transfer my Acquired Portfolio shares from a fund direct account to a brokerage account that accepts ETF shares?

A.     Transferring your Acquired Portfolio shares from a fund direct account to a brokerage account should be a simple process. If you have a brokerage account or a relationship with a brokerage firm, please contact your broker and inform the broker that you would like to transfer a mutual fund position that you hold directly with the Acquired Portfolio into your brokerage account. Also inform your broker that such an account will need to be set up to accept ETF shares. If you don’t have a brokerage account or a relationship with a brokerage firm, you will need to open an account.

We suggest you provide your broker with a copy of your quarterly statement from the Acquired Portfolio. Your broker will require your account number with the Acquired Portfolio, which can be found on your statement. Your broker will help you complete a form to initiate the transfer. Once you sign that form, your broker will submit the form to the Acquired Portfolio’s transfer agent directly, and the shares will be transferred into your brokerage account. The sooner you initiate this transfer, the better.

Q.     How do I transfer my Acquired Portfolio shares from a non-accommodating brokerage account to a brokerage account that will accept Acquiring Portfolio shares?

A.     The broker where you hold your Acquired Portfolio shares should be able to assist you in changing the characteristics of your brokerage account to an account that is permitted to hold ETF shares. Contact your broker right away to make the necessary changes to your account.

Q.     What will happen if I do not have a brokerage account that can accept Acquiring Portfolio shares at the time of the Conversion?

A.     If you do not hold your Acquired Portfolio shares through that type of brokerage account, you will not receive shares of the Acquiring Portfolio in the Conversion. Instead, your Acquired Portfolio shares will be liquidated and you will receive a cash payment in redemption of your Acquired Portfolio shares. If you hold your Acquired Portfolio shares through a fund direct IRA and do not take action prior to the Conversion, your Acquired Portfolio shares will be exchanged for shares of AB Government Money Market Portfolio equal in value to the NAV of your Acquired Portfolio shares. Alternatively, if you hold your Acquired Portfolio shares through an account with a financial intermediary that is not able to hold shares of the Acquiring Portfolio, like many group

retirement plans, your financial intermediary may transfer your investment to a different investment option prior to the Conversion. In some cases, the liquidation of your Acquired Portfolio shares and your receipt of cash, or the transfer of your investment, may be subject to fees and expenses charged by your intermediary and may also be subject to tax. It may take time for you to receive your cash payments. Payment of redemption proceeds may take up to seven days. Please consult with your financial intermediary for more information on the impact that the Conversion will have on you and your investments.

Q.     What if I don’t want to hold ETF shares?

A.     If you don’t want to receive Acquiring Portfolio shares in the Conversion, you may redeem your Acquired Portfolio shares or exchange those shares for shares of another eligible mutual fund prior to the Conversion. Currently, the Acquired Portfolio expects the last day to redeem your Acquired Portfolio shares or exchange your Acquired Portfolio shares for shares of another eligible mutual fund will be November 19, 2026. Generally, there are no costs or fees associated with an exchange of Acquired Portfolio shares. The redemption or exchange of your Acquired Portfolio shares may be a taxable event.

INFORMATION STATEMENT/PROSPECTUS

Acquisition of the Assets and Assumption of the Liabilities of

AB EQUITY INCOME FUND, INC.

By, and in Exchange for the Shares of,

AB ACTIVE ETFs, INC. — AB EQUITY INCOME ETF

66 Hudson Boulevard East, 28^th Floor

New York, New York 10001

July [__], 2026

This Information Statement/Prospectus is being furnished to you as a stockholder of AB Equity Income Fund, Inc. (the “Acquired Portfolio”), a Maryland corporation (“AB Equity Income Fund”), to inform you of a plan to reorganize the Acquired Portfolio into an exchange-traded fund (“ETF”), which will be managed by AllianceBernstein L.P. (the “Adviser”).

The Acquired Portfolio will be reorganized into AB Equity Income ETF (the “Acquiring Portfolio”), a newly-created series of AB Active ETFs, Inc., a Maryland corporation (together with AB Equity Income Fund, the “Companies” and, each, a “Company”), and the Acquired Portfolio will subsequently be liquidated (the “Conversion”). We sometimes refer to each of the Acquired Portfolio and Acquiring Portfolio as a “Portfolio” and together, the “Portfolios.”

The Board of Directors of AB Equity Income Fund (who are also the Directors of AB Active ETFs, Inc.) (the “Acquired Portfolio Board” or “Board”) approved the Conversion. The Acquired Portfolio Board, including all of the Independent Directors (i.e., directors who are not “interested persons” of the Acquired Portfolio as defined in the Investment Company Act of 1940, as amended (the “1940 Act”)), determined that, for the Acquired Portfolio, participation in the Conversion is in the best interests of the Acquired Portfolio and that the interests of existing Acquired Portfolio stockholders will not be diluted as a result of the Conversion.

The Board of Directors of AB Active ETFs, Inc. (who are also the Directors of the Acquired Portfolio) (the “Acquiring Portfolio Board” or “Board”) also approved the Conversion. The Acquiring Portfolio Board, including all of the Independent Directors (i.e., directors who are not “interested persons” of the Acquiring Portfolio as defined in the 1940 Act), determined that, for the Acquiring Portfolio, participation in the Conversion is advisable and in the best interests of the Acquiring Portfolio and that the interests of existing Acquiring Portfolio’s stockholders will not be diluted as a result of the Conversion.

The Conversion will be accomplished in accordance with the Agreement and Plan of Acquisition and Dissolution (the “Plan”). The Plan provides for (i) the transfer of all of the assets of the Acquired Portfolio to the Acquiring Portfolio, (ii) the assumption by the Acquiring Portfolio of all of the liabilities of the Acquired Portfolio, (iii) the receipt of shares of the Acquiring Portfolio and cash (corresponding to any fractional Acquired Portfolio shares), with an aggregate value equal to the value of your Acquired Portfolio shares as of the Closing Date (as defined below), and (iv) the cessation of operations and termination of the Acquired Portfolio. A copy of the form of the Plan is included as Exhibit A to this Information Statement/Prospectus.

For U.S. federal income tax purposes, the Conversion is structured to be a tax-free reorganization under the Internal Revenue Code of 1986, as amended (the “Code”). If you are a stockholder of the Acquired Portfolio at the

closing of the Conversion, you will receive shares of the Acquiring Portfolio and, in some cases, cash that combined with the shares will have the same value as your Acquired Portfolio shares on that date. Shares of the Acquiring Portfolio are not issued in fractional shares. As a result, cash will be paid to some stockholders in lieu of fractional shares of the Acquiring Portfolio, which may be taxable. In addition, if you do not hold your Acquired Portfolio shares through a brokerage account that can accept shares of the Acquiring Portfolio on the Closing Date of the Conversion, you will not receive shares of the Acquiring Portfolio as part of the Conversion. Instead, your Acquired Portfolio shares will be liquidated and you will receive a cash payment in redemption of your Acquired Portfolio shares. If you hold your Acquired Portfolio shares through a fund direct individual retirement account (“IRA”) and do not take action prior to the Conversion, your Acquired Portfolio shares will be exchanged for shares of AB Government Money Market Portfolio equal in value to the net asset value (“NAV”) of your Acquired Portfolio shares. Alternatively, if you hold your Acquired Portfolio shares through an account with a financial intermediary that is not able to hold shares of the Acquiring Portfolio, like many group retirement plans, your financial intermediary may transfer your investment in the Acquired Portfolio to a different investment option prior to the Conversion. In some cases, the liquidation of your Acquired Portfolio shares and your receipt of cash, or the transfer of your investment, may be subject to fees and expenses and may also be subject to tax. It may take time for you to receive your cash. Payment of redemption proceeds may take up to seven days. Please consult with your financial intermediary for more information on the impact that the Conversion will have on you and your investments.

THIS INFORMATION STATEMENT/PROSPECTUS IS FOR INFORMATION PURPOSES ONLY, AND YOU DO NOT NEED TO DO ANYTHING IN RESPONSE TO RECEIVING IT. IF YOU WOULD LIKE TO RECEIVE ETF SHARES UPON THE CLOSING DATE OF THE CONVERSION, PLEASE CONFIRM WHETHER YOUR BROKERAGE ACCOUNT CAN ACCEPT SHARES OF AN ETF (AND, IF NOT, TAKE THE ACTIONS DESCRIBED HEREIN). IF YOU DO NOT WISH TO RECEIVE ETF SHARES IN CONNECTION WITH THE CONVERSION, PLEASE SEE BELOW FOR THE EXPECTED LAST DAYS TO EXCHANGE OR REDEEM ACQUIRED PORTFOLIO SHARES.

WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE NOT REQUESTED TO SEND US A PROXY. STOCKHOLDERS ARE NOT ENTITLED TO VOTE ON THE CONVERSION.

The Acquired Portfolio and the Acquiring Portfolio have identical investment objectives, fundamental investment policies, substantially similar investment strategies, and identical portfolio management teams. The principal executive offices of AB Equity Income Fund and AB Active ETFs, Inc. are located at 66 Hudson Boulevard East, 28^th Floor, New York, New York 10001.

Shares of the Acquiring Portfolio will be listed for trading on NYSE Arca, Inc. (the “Exchange”).

The Conversion is anticipated to occur after the close of trading on or about November 20, 2026 (the “Closing Date”). The Closing Date may be delayed. The Acquired Portfolio intends to publicly disclose any changes to the Closing Date. In preparation for the closing of the Conversion, purchase orders must be received by the Acquired Portfolio by November 13, 2026 and exchange orders and redemption orders must be received by the Acquired Portfolio by November 19, 2026. These dates may change if the Closing Date of the Conversion changes.

Any Acquired Portfolio shares that you hold after the final redemption date will be used to determine the number of Acquiring Portfolio shares and/or amount of cash that you will receive in the Conversion.

Your newly-issued shares of the Acquiring Portfolio received in the Conversion can be traded on the Exchange beginning on November 23, 2026, unless there is a change to the Closing Date.

This Information Statement/Prospectus, which you should read carefully and retain for future reference, sets forth the information that you should know before investing. This Information Statement/Prospectus, which constitutes part of a Registration Statement filed by AB Active ETFs, Inc. with the Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended, does not include certain information contained elsewhere in the Registration Statement. Reference is hereby made to the Registration Statement and to the exhibits

and amendments thereto for further information with respect to the Acquiring Portfolio and the shares offered. Statements contained herein concerning the provisions of documents are necessarily summaries of such documents.

A statement of additional information relating to this Information Statement/Prospectus and the proposed Conversion (the “Statement of Additional Information”), dated July [__], 2026, is available upon request and without charge by contacting the Portfolios. The Statement of Additional Information also is incorporated herein by reference and is legally deemed to be part of this Information Statement/Prospectus.

The following additional materials are incorporated herein by reference and are legally deemed to be part of this Information Statement/Prospectus.

The file numbers of AB Equity Income Fund are 811-07916 and 33-66630 and the file numbers of AB Active ETFs, Inc. are 811-23799 and 333-264818.

The Acquired Portfolio can be reached by calling 800-221-5672 or by writing to AllianceBernstein Investor Services, Inc. (“ABIS”), P.O. Box 786003, San Antonio, TX 78278-6003.

The prospectus, statement of additional information, and Annual Reports and Semi-Annual Reports of the Acquired Portfolio are available at www.abfunds.com.

You may request free copies of the prospectus and SAI of the Acquired Portfolio (including any supplement thereto) and the prospectus and SAI of the Acquiring Portfolio from ABIS by calling 800-221-5672, or by writing to P.O. Box 786003, San Antonio, Texas 78278-6003.

You may also request free copies of the prospectus and SAI of the Acquiring Portfolio from Foreside Fund Services, LLC (“Foreside”) by calling (800) 243-5994, or by writing to Three Canal Plaza, Suite 100, Portland, Maine 04101.

All available materials have been filed with the SEC.

AB Equity Income Fund and AB Active ETFs, Inc. also file proxy materials, information statements, reports, and other information with the SEC in accordance with the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the 1940 Act. These materials can be obtained electronically from the EDGAR database on the SEC’s Internet site (http://www.sec.gov) or, after paying a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov.

This Information Statement/Prospectus dated July [_], 2026, is expected to be mailed to stockholders of the Acquired Portfolio on or about July [_], 2026.

AN INVESTMENT IN A PORTFOLIO IS NOT A DEPOSIT OF ANY BANK AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY. AN INVESTMENT IN A PORTFOLIO INVOLVES INVESTMENT RISK, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.

LIKE ALL FUNDS, THE U.S. SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS INFORMATION STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

TABLE OF CONTENTS

SUMMARY

This is only a summary of certain information contained in this Information Statement/Prospectus. Stockholders should carefully read the more complete information in the rest of this Information Statement/Prospectus, including the Plan relating to the Conversion, a form of which is attached to this Information Statement/Prospectus in Exhibit A, and the Acquiring Portfolio Prospectus, which accompanies this Information Statement/Prospectus. For purposes of this Information Statement/Prospectus, the terms “stockholder”, “you”, and “your” refer to stockholders of the Acquired Portfolio.

What is happening to the Acquired Portfolio?

The Acquired Portfolio, which is currently operated as a mutual fund, will be reorganized into an ETF through the conversion of the Acquired Portfolio into the newly-created Acquiring Portfolio, which has identical investment objectives and fundamental investment policies as the Acquired Portfolio. As an ETF, the Acquiring Portfolio’s shares will be traded on the NYSE Arca, Inc. (the “Exchange”). The transaction between the Acquired Portfolio and the Acquiring Portfolio is referred to in this Information Statement/Prospectus as the “Conversion.” The Conversion will be accomplished in accordance with the Plan.  For reference purposes, the names of the Acquired Portfolio and Acquiring Portfolio are set forth below.

How will the Conversion work?

The Plan provides for (i) the transfer of all of the assets of the Acquired Portfolio to the Acquiring Portfolio, (ii) the assumption by the Acquiring Portfolio of all of the liabilities of the Acquired Portfolio, (iii) the receipt of shares of the Acquiring Portfolio and cash (corresponding to any fractional Acquired Portfolio shares) by a stockholder of the Acquired Portfolio with an aggregate value equal to the value of the stockholder’s Acquired Portfolio shares as of the Closing Date, and (iv) the cessation of operations and termination of the Acquired Portfolio. Stockholders of the Acquired Portfolio will not be assessed any sales charges or other stockholder fees in connection with the Conversion.  

Shares of the Acquiring Portfolio will be transferred to each stockholder’s brokerage account if such brokerage account is able to hold ETF shares. If a stockholder does not hold their Acquired Portfolio shares in a brokerage account, or a stockholder holds their Acquired Portfolio shares in a brokerage account that cannot hold ETF shares, the Acquired Portfolio stockholder will not receive a distribution of the Acquiring Portfolio’s shares. Instead, the stockholder will receive a cash payment in redemption of their Acquired Portfolio shares before the Conversion is effected. This exchange will occur on the Closing Date of the Conversion, which is the specific date on which the Conversion takes place.  The Closing Date of the Conversion is expected to occur after the close of business on or about November 20, 2026.

Why is the Conversion happening and did the Boards approve the Conversion?

After considering the recommendation of the Adviser, the Directors of the Acquired Portfolio Board (who are also the Directors of AB Active ETFs, Inc.) and the Directors of the Acquiring Portfolio Board determined that the Conversion is in the best interests of the Acquired Portfolio and Acquiring Portfolio and that the interests of stockholders of the Acquired Portfolio will not be diluted as a result of the Conversion. 

The Acquiring Portfolio will pursue an identical investment objective and have identical fundamental investment policies and substantially similar investment strategies as the Acquired Portfolio. The Adviser will

continue as the investment adviser of the Acquiring Portfolio after the Conversion and no change in portfolio managers will result from the Conversion.

Expected benefits include:

The Acquired Portfolio Board considered that there are certain risks and considerations associated with the Conversion, including (i) the risk that shares of an ETF trade in the secondary market at prices that differ from their NAV; (ii) that as stockholders of an ETF after the Conversion, stockholders may bear certain costs with respect to maintaining brokerage accounts and selling Acquiring Portfolio shares that the stockholders did not experience as mutual fund stockholders; (iii) that certain account types generally cannot hold shares of ETFs; and (iv) certain other risks associated with ETF shares as compared to mutual funds. They also discussed the costs of the Conversion and who would bear them, as discussed elsewhere herein, and the tax efficiency considerations noted above. However, the Acquired Portfolio Board believes that the benefits of the ETF structure outweigh these risks, costs and other considerations.

The Acquired Portfolio Board, including all of the Directors who are not “interested persons” (as defined in the 1940 Act) (together, the “Independent Directors”), after careful consideration, has determined that the Conversion is in the best interests of the Acquired Portfolio and will not dilute the interests of the existing stockholders of the Acquired Portfolio.  The Acquired Portfolio Board made this determination, upon the recommendation of the Adviser, based on various factors that are discussed in this Information Statement/Prospectus, under the discussion of the Conversion in the section entitled “Reasons for the Conversion and Board Considerations.”

Similarly, the Board of Directors of AB Active ETFs, Inc., including all of the Independent Directors, has approved the Conversion with respect to the Acquiring Portfolio. The Board of Directors of AB Active ETFs, Inc. has determined that the Conversion is advisable and in the best interests of the Acquiring Portfolio and will not dilute the interests of the existing stockholders of the Acquiring Portfolio.

How will the Conversion affect me?

When the Conversion is consummated, you will cease to be a stockholder of the Acquired Portfolio and will become a stockholder of the Acquiring Portfolio. As described in more detail above, upon completion of the Conversion, you will receive shares of the Acquiring Portfolio and in certain cases, cash, having an aggregate value equal to the aggregate value of the Acquired Portfolio shares you owned on the Closing Date of the Conversion. Shares of the Acquiring Portfolio are not issued in fractional shares. In addition to Acquiring Portfolio shares received in the Conversion, those stockholders will also receive a cash payment in lieu of the fractional shares that would otherwise have been issued in the Conversion, and that cash payment is expected to be taxable unless the account is tax advantaged. Some stockholders hold their shares in brokerage accounts with an intermediary who is able to manage fractional share allocations. For those stockholders, no cash payment in lieu of fractional shares is required.

In order to receive shares of the Acquiring Portfolio as part of the Conversion, you must hold your Acquired Portfolio shares through a brokerage account that can accept shares of the Acquiring Portfolio on the Closing Date of the Conversion. If you do not hold your Acquired Portfolio shares through that type of brokerage account, you will not receive shares of the Acquiring Portfolio as part of the Conversion. Instead, your investment will be liquidated and you will receive a cash payment in redemption of your Acquired Portfolio shares. If you hold your Acquired Portfolio shares through a fund direct IRA and do not take action prior to the Conversion, your Acquired Portfolio shares will be exchanged for shares of AB Government Money Market Portfolio equal in value to the aggregate value of your Acquired Portfolio shares. Alternatively, if you hold your Acquired Portfolio shares through an account with a financial intermediary that is not able to hold shares of the Acquiring Portfolio, like many group retirement plans, your financial intermediary may transfer your investment in the Acquired Portfolio to a different investment option prior to the Conversion. In some cases, the liquidation of your Acquired Portfolio shares and your receipt of cash, or the transfer of your investment, may be subject to fees and expenses and may also be subject to tax. It may take time for you to receive your cash. Payment of redemption proceeds may take up to seven days. Please consult with your financial intermediary for more information on the impact that the Conversion will have on you and your investments.

If you do not currently hold your Acquired Portfolio shares through a brokerage account that can hold shares of the Acquiring Portfolio, please see the separate Q&A that accompanies this Information Statement/Prospectus, for additional actions that you must take to receive shares of the Acquiring Portfolio as part of the Conversion. No further action is required for stockholders that hold Acquired Portfolio shares through a brokerage account that can hold shares of the Acquiring Portfolio.

After the Conversion, individual shares of the Acquiring Portfolio may only be purchased and sold by most investors (other than Authorized Participants, as defined herein, that may acquire and redeem shares in Creation Units) in the secondary market. Shares of the Acquiring Portfolio will be listed on the Exchange. Shares of the Acquiring Portfolio may also be traded on other national securities exchanges, electronic crossing networks, and other alternative trading systems. Should you decide to purchase or sell shares of the Acquiring Portfolio after the Conversion, you will need to place a trade through a broker who will execute your trade in the secondary market at prevailing market prices. Because the Acquiring Portfolio’s shares will trade at market prices rather than at NAV,

the Acquiring Portfolio’s shares may trade at a price less than (discount) or greater than (premium) the Acquiring Portfolio’s NAV. As with all ETFs, your broker may charge a commission for purchase and sales transactions.

The Acquired Portfolio operates in a multiple class structure. A multiple class fund is an open-end investment company that issues two or more classes of shares representing interests in the same investment portfolio, but with different availability and eligibility criteria, sales charges, expenses, dividends and distributions. In contrast, the Acquiring Portfolio, by virtue of operating in an ETF structure, will not issue multiple classes of shares. Unlike stockholders of the Acquired Portfolio, stockholders of the Acquiring Portfolio will not own a particular class of shares.

Who will bear the expenses of the Conversion?

Under the Plan, direct expenses relating to the Conversion, including audit fees, printing and mailing costs and fees of counsel to the Portfolios (excluding fees for counsel to the disinterested Directors) are expected to be borne by the Adviser and the Portfolios as follows:

(a) Legal expenses of the Acquiring Portfolio relating to the Conversion, including legal expenses relating to the offering of shares of the Acquiring Portfolio will be borne by the Adviser pursuant to the Acquiring Portfolio’s unitary fee arrangement.

(b) Legal expenses of the Acquired Portfolio relating to the Conversion will be borne by the Acquired Portfolio.

(ii)        Other Conversion Costs: Other offering costs of the Acquiring Portfolio will be borne by the Adviser pursuant to the unitary fee structure. With respect to the other Conversion costs of the Conversion, such costs will be allocated (a) 50% to the Acquiring Portfolio and borne by the Adviser pursuant to the unitary fee structure and (b) 50% to the Acquired Portfolio.

What are the federal income tax consequences of the Conversion?

As a condition to the closing of the Conversion, the Acquired Portfolio and Acquiring Portfolio must receive an opinion of Seward & Kissel LLP (“Seward & Kissel”) to the effect that the Conversion will constitute a “reorganization” within the meaning of Section 368(a) of the Code.  Accordingly, it is expected that neither you nor, in general, the Acquiring Portfolio will recognize gain or loss as a direct result of the Conversion of the Acquired Portfolio (except with respect to cash received by a stockholder in lieu of fractional shares, if any), and the holding period and aggregate tax basis for Acquiring Portfolio shares that you receive will be the same as the holding period and aggregate tax basis of Acquired Portfolio shares that you surrender in the Conversion.  If you do not hold your Acquired Portfolio shares through a brokerage account that can receive ETF shares in the Conversion, your Acquired Portfolio shares will be liquidated, in which case you will receive a cash payment, or your shares of the Acquired Portfolio will be exchanged for shares of AB Government Money Market Portfolio.  In some cases, the liquidation or transfer of your investment could be subject to fees, expenses and potentially, tax on the increase in value of your investment. Prior to the consummation of the Conversion, you may redeem your Acquired Portfolio shares, generally resulting in the recognition of gain or loss for U.S. federal income tax purposes.

You should consult your tax advisor regarding the effect, if any, of the Conversion, in light of your individual circumstances.  You should also consult your tax advisor about state and local tax consequences.   For more information about the tax consequences of the Conversion, please see the section “Information About the Plan—Federal Income Tax Consequences.”

How do the Portfolios’ investment objectives, investment strategies, and investment policies compare?

  The Acquired Portfolio and Acquiring Portfolio have identical investment objectives, identical fundamental investment policies, and substantially similar investment strategies.

What are the principal risks of an investment in the Portfolios?

The risks of an investment in the Acquired Portfolio and the Acquiring Portfolio are identical, except that the Acquiring Portfolio is subject to certain risks and considerations unique to operating as an ETF. The Acquiring Portfolio is subject to the following risks for ETFs:

For further information about the risks of investments in the Portfolios, see “Principal Risks” below.

How will the Conversion affect the fees and expenses that I pay as a stockholder of a Portfolio?

The Acquiring Portfolio is expected to have a lower total expense ratio than the total expense ratio of each share class of the Acquired Portfolio because the Acquiring Portfolio’s unitary investment advisory fee and other expenses will be lower than the advisory fee and other expenses of the Acquired Portfolio after taking into consideration the fee waivers and expense limitations agreed to by the Adviser with respect to the share classes of the Acquired Portfolio. The lower total expense ratio of the Acquiring Portfolio is attributable primarily to its advisory fee arrangement, which has been established as a unitary fee and priced in comparison to other ETFs with a similar fee arrangement and similar investment objectives, policies and strategies. A comparison of the fees and expenses of the Acquired Portfolio and Acquiring Portfolio is provided below under the heading, “Comparison of Fees.”

What are the distribution arrangements for the Portfolios?

AllianceBernstein Investments, Inc. (“ABI”) serves as the distributor and principal underwriter for the Acquired Portfolio shares. The Acquiring Portfolio is distributed by Foreside Fund Services, LLC (“Foreside”),

which serves as the principal underwriter for the shares of the Acquiring Portfolio. Foreside and ABI are registered with the SEC as broker-dealers under the Exchange Act, and each is a member of the Financial Industry Regulatory Association (“FINRA”). Foreside or its agent distributes Creation Units for the Acquiring Portfolio on an agency basis. Foreside does not maintain a secondary market in shares of the Acquiring Portfolio. Foreside has no role in determining the investment policies of the Acquiring Portfolio or the securities that are purchased or sold by the Portfolio. Foreside’s principal address is Three Canal Plaza, Suite 100, Portland, Maine 04101.

What are the Portfolios’ arrangements for purchases, exchanges and redemptions?

The Acquired Portfolio and Acquiring Portfolio have different procedures for purchasing, exchanging and redeeming shares. You may refer to the Acquiring Portfolio’s Prospectus, which accompanies this Information Statement/Prospectus, under the section titled “Investing in the Fund” for the procedures applicable to purchases and sales of the shares of the Acquiring Portfolio, which are also summarized below. Only Authorized Participants may purchase or redeem ETF shares directly from the Acquiring Portfolio, in Creation Units, which are large blocks of shares. Retail stockholders purchase and sell shares in the secondary market at a market price on an exchange. The Acquired Portfolio Prospectus provides information under the sections titled “How to Buy Shares,” “How to Exchange Shares” and “How to Sell or Redeem Shares” with respect to the procedures applicable to purchases, exchanges and sales of Acquired Portfolio shares, which are also summarized below.

Acquired Portfolio

You may purchase the Acquired Portfolio’s Class A or Class C shares through financial intermediaries, such as broker-dealers or banks. You also may purchase shares directly from the Acquired Portfolio’s principal underwriter, ABI, if you are: (i) making an initial investment and the Acquired Portfolio has received and accepted a completed Mutual Fund Application identifying a financial intermediary with which ABI has an agreement; (ii) an existing Acquired Portfolio stockholder with an account held directly with the Acquired Portfolio; or (iii) an employee of the Adviser or any of its affiliates. These purchases may be subject to an initial sales charge, an asset-based sales charge or contingent deferred sales charge (“CDSC”).

Class Z shares are available to persons participating in certain fee-based programs sponsored and maintained by registered broker-dealers or other financial intermediaries with omnibus account arrangements with the Acquired Portfolio.

You may purchase Advisor Class shares through your financial advisor at NAV. Advisor Class shares may be purchased and held solely: (i) through accounts established under a fee-based program, sponsored and maintained by a registered broker-dealer or other financial intermediary and approved by ABI; (ii) through a defined contribution employee benefit plan (e.g., a 401(k) plan) that purchases shares directly without the involvement of a financial intermediary; and (iii) by investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Acquired Portfolio. Advisor Class shares may also be available on brokerage platforms of firms that have agreements with ABI to offer such shares when acting solely on an agency basis for the purchase or sale of such shares. If you transact in Advisor Class shares through one of these programs, you may be required to pay a commission and/or other forms of compensation to the broker. Shares of the Acquired Portfolio are available in other share classes that have different fees and expenses.

Class A, Class I and Class Z shares are available at NAV, without an initial sales charge, to 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit-sharing and money purchase pension plans, defined benefit plans, and non-qualified deferred compensation plans where plan level or omnibus accounts are held on the books of the Acquired Portfolio (“group retirement plans”).

Class A shares are also available at NAV to the AllianceBernstein Link, AllianceBernstein Individual 401(k) and AllianceBernstein SIMPLE IRA plans but only if such plans have at least $250,000 in plan assets or 100 employees, and to certain defined contribution retirement plans that do not have plan level or omnibus accounts on the books of the Acquired Portfolio.

Class I and Class Z shares generally are not available to retail non-retirement accounts, traditional and Roth IRAs, Coverdell Education Savings Accounts, SEPs, SAR-SEPs, SIMPLE IRAs and individual 403(b) plans.

Class I shares are not currently available to group retirement plans in the AllianceBernstein-sponsored programs known as the “Informed Choice” programs.

Class I and Class Z shares are also available to certain institutional clients of the Adviser that invest at least $2,000,000 in the Acquired Portfolio.

You may exchange your Acquired Portfolio shares for shares of the same class of other AB Mutual Funds provided that the other fund offers the same class of shares and, in the case of retirement plans, is an investment option under the plan. Exchanges of shares are made at the next-determined NAV, without sales or service charges, after your order is received in proper form. All exchanges are subject to the minimum investment restrictions set forth in the prospectus for the AB Mutual Fund whose shares are being acquired. You may request an exchange either directly or through your financial intermediary or, in the case of retirement plan participants, by following the procedures specified by your plan sponsor or plan recordkeeper. In order to receive a day’s NAV, ABIS must receive and confirm your telephone exchange request by the Fund Closing Time, on that day. The Acquired Portfolio may modify, restrict or terminate the exchange privilege on 60 days’ written notice.

You may “redeem” your shares (i.e., sell your shares to a Portfolio) on any day the Exchange is open, either directly or through your financial intermediary or, in the case of retirement plan participants, by following the procedures specified by your plan sponsor or plan recordkeeper. For Advisor Class and Class Z shares, if you are in doubt about what procedures or documents are required by your fee-based program or employee benefit plan to sell your shares, you should contact your financial advisor.

Your sale price will be the next-determined NAV, less any applicable CDSC, after the Acquired Portfolio receives your redemption request in proper form.

Acquiring Portfolio

Shares of the Acquiring Portfolio may be acquired or redeemed directly from the Acquiring Portfolio only in Creation Units or multiples thereof. Only an Authorized Participant may engage in creation or redemption transactions directly with the Acquiring Portfolio. Once created, shares of the Acquiring Portfolio generally trade in the secondary market in amounts less than a Creation Unit.

Shares of the Acquiring Portfolio are expected to be listed and traded on the Exchange, and individual investors can purchase or sell shares in the secondary market through a financial intermediary. The Acquiring Portfolio does not impose any minimum investment for shares of the Acquiring Portfolio purchased on an exchange or otherwise in the secondary market.

When buying or selling shares of the Acquiring Portfolio through a financial intermediary, you may incur a brokerage commission and other charges. The commission is frequently a fixed amount and may be a significant proportional cost for investors seeking to buy or sell small amounts of shares. In addition, you may incur the cost of the “spread,” that is, any difference between the bid price and the ask price. The spread varies over time for shares of the Acquiring Portfolio based on the Acquiring Portfolio’s trading volume and market liquidity, and is generally lower if the Acquiring Portfolio has high trading volume and market liquidity, and higher if the Acquiring Portfolio has little trading volume and market liquidity (which is often the case for funds that are newly launched or small in size). The Acquiring Portfolio’s spread may also be impacted by the liquidity of the underlying securities held by the Acquiring Portfolio, particularly for newly launched or smaller funds or in instances of significant volatility of the underlying securities.

The trading prices of the Acquiring Portfolio’s shares in the secondary market generally differ from the Acquiring Portfolio’s daily NAV and are affected by market forces such as the supply of and demand for ETF shares and underlying securities held by the Acquiring Portfolio, economic conditions and other factors.

The Acquiring Portfolio’s NAV is calculated on any day that the NYSE is open at the close of regular trading (ordinarily, 4:00 p.m., Eastern Time, but sometimes earlier, as in the case of scheduled half-day trading or unscheduled suspensions of trading). To calculate NAV, the Acquiring Portfolio’s assets are valued and totaled, liabilities are subtracted, and the balance, called net assets, is divided by the number of shares outstanding. If the Acquiring Portfolio invests in securities that are primarily traded on foreign exchanges that trade on weekends or

other days when the Acquiring Portfolio does not price its shares, the NAV of the Acquiring Portfolio’s shares may change on days when stockholders will not be able to purchase or redeem their shares in the Acquiring Portfolio.

COMPARISON OF SOME IMPORTANT FEATURES OF THE PORTFOLIOS

Comparison of Performance

The Acquiring Portfolio is a newly-formed “shell” fund that has not yet commenced operations, and therefore, has no performance history predating the Conversion. The Acquiring Portfolio has been organized solely in connection with the Conversion to acquire all of the assets and liabilities of the Acquired Portfolio and continue the business of the Acquired Portfolio. Prior to the Conversion, Class A shares, Class C shares, Class I shares and Class Z shares of the Acquired Portfolio will be converted automatically into Advisor Class shares of the Acquired Portfolio. After the Conversion, the Advisor Class shares of the Acquired Portfolio will remain the “accounting survivor” for the Acquiring Portfolio. This means that the Acquiring Portfolio will continue to show the historical investment performance and returns of the Acquired Portfolio’s Advisor Class shares (even after liquidation).

The historical performance of the Acquired Portfolio, as it is to be adopted by the Acquiring Portfolio, is included in the Acquiring Portfolio’s prospectus that has accompanied this Information Statement/Prospectus.

Comparison of Fees

Stockholders of the Portfolios pay various fees and expenses, either directly or indirectly. The tables below show the fees and expenses that you would pay if you were to buy, hold or sell shares of each Portfolio. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below. The fees and expenses in the tables appearing below are based on the expenses of the Acquired Portfolio’s shares for the fiscal year ended November 30, 2025 and the anticipated expenses of the Acquiring Portfolio during its first year of operation. 

Prior to the Conversion, Class A shares, Class C shares, Class I shares and Class Z shares of the Acquired Portfolio will be converted automatically into Advisor Class shares.

The tables also show the pro forma expenses of the combined Acquiring Portfolio after giving effect to the Conversion, based on pro forma net assets as of April 30, 2026.  Pro forma numbers are estimated in good faith and are hypothetical. Actual expenses may vary significantly. You will not pay any sales load, contingent deferred sales charge, brokerage commission, redemption fee, or other transaction fee in connection with the receipt of ETF shares from the Conversion.

Fees

Stockholders Fees (fees paid directly from your investment)

Annual Portfolio Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)  

Expense Examples

The Examples are intended to help you compare the cost of investing in the Acquired Portfolio with the cost of investing in the Acquiring Portfolio. The Examples assume that you invest $10,000 in the Portfolios for the time periods indicated and then redeem all of your shares at the end of those periods. The Examples also assume that your investment has a 5% return each year, that the Portfolios’ operating expenses stay the same, that Class C shares convert automatically to Class A shares after eight years, as applicable, and that any fee waiver remains in effect for only the first year. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

* If you do not redeem your shares at the end of the period, your expenses would be decreased by approximately $100.

Comparison of Investment Advisory Fees

The Portfolios have different advisory fee structures, as described below. For the Conversion, the Acquiring Portfolio’s investment advisory fee rate, structured as a unitary fee, will be lower than the advisory fee rate currently applicable under the Acquired Portfolio’s investment advisory contract. The Acquired Portfolio has not acquired sufficient assets to trigger an advisory fee breakpoint. The table below summarizes the advisory fee rates.

Acquired Portfolio 

The Acquired Portfolio has a tiered advisory fee rate with breakpoints at specific asset levels. For its services to the Acquired Portfolio, the Adviser receives from the Acquired Portfolio an advisory fee as follows (as an annual percentage of average daily net assets): 0.50% of the first $2.5 billion; 0.45 % of the excess over $2.5 billion up to $5 billion; 0.40% of the excess over $5 billion. The fee is accrued daily and paid monthly.

Fee Waiver and/or Expense Reimbursement

 The Adviser has contractually agreed to waive its fees and/or bear certain expenses to the extent necessary to limit total operating expenses on an annual basis from exceeding 0.90%, 1.65%, 0.65%, 0.65% and 0.65% of the average daily net assets for the Class A, Class C, Advisor Class, Class I and Class Z shares, respectively. This fee waiver and/or expense reimbursement agreement will remain in effect until February 28, 2027, and may only be terminated or changed with the consent of the Acquired Portfolio’s Board. In addition, this agreement will be

automatically extended for one-year terms unless the Adviser provides notice of termination to the Acquired Portfolio at least 60 days prior to the end of the period.

Acquiring Portfolio 

For its services to the Acquiring Portfolio, the Adviser receives from the Acquiring Portfolio a monthly unitary advisory fee at an annual rate of 0.39% the Acquiring Portfolio’s average daily net assets. 

Under the unitary fee structure, the Adviser is responsible for the Acquiring Portfolio's expenses, including the cost of transfer agency, custody, fund administration, legal, audit and other services as well as acquired fund fees and expenses for affiliated money market funds, but excluding fee payments under the Acquiring Portfolio’s investment advisory agreement, interest, taxes, acquired fund fees and expenses for unaffiliated funds, if any, brokerage commissions and other expenses connected with the execution of portfolio transactions, distribution and service fees payable pursuant to a Rule 12b-1 plan, if any, litigation, and extraordinary expenses. 

There is no Fee Waiver and/or Expense Reimbursement arrangement with respect to the Acquiring Portfolio. 

Comparison of Investment Objectives and Policies 

The investment objectives of the Portfolios are identical, and the principal investment strategies of the Portfolios are substantially similar, as shown in the following table.

Principal Risks

The risks associated with an investment in the Acquired Portfolio and the Acquiring Portfolio are identical, except that the Acquiring Portfolio is subject to certain risks unique to operating as an ETF. Below the principal risks for the Acquired Portfolio and Acquiring Portfolio are identified followed by a description of each risk.

The Acquired Portfolio and the Acquiring Portfolio are both subject to the following risks: Market Risk, Currency Risk, Derivatives Risk and Management Risk. Additionally, AB Equity Income ETF is subject to Equity Securities Risk, Foreign (Non-U.S.) Investments Risk, ETF Share Price and Net Asset Value Risk, Authorized Participant Risk and Active Trading Market Risk.

Each of these risks is more fully described below.

As with all investments, you may lose money by investing in the Portfolio.

Dividends and Distributions

Dividends from net investment income from the Acquired Portfolio, if any, are declared and paid quarterly. Dividends from net investment income from the Acquiring Portfolio, if any, are declared and paid monthly. The Portfolios distribute their net realized capital gains, if any, to stockholders at least annually, generally in December. You will be taxed on dividends and capital gains generally in the year you receive them, except that dividends declared in October, November or December and paid in January of the following year will be taxable to you in the year they are declared.

 The way that dividends are received differs between the Acquired Portfolio and Acquiring Portfolio. Stockholders of the Acquired Portfolio may make an election to receive dividends and distributions in cash or in

shares at the time you purchase Acquired Portfolio shares. Stockholders of the Acquired Portfolio may participate in a fund-sponsored dividend reinvestment plan. The election can be changed at any time prior to a record date for a dividend. There is no sales or other charge in connection with the reinvestment of dividends or capital gains distributions with respect to the Acquired Portfolio. If a stockholder receives an income dividend or capital gains distribution in cash the stockholder may, within 120 days following the date of its payment, reinvest the dividend or distribution in additional Acquired Portfolio shares without charge by returning to the Adviser, with appropriate instructions, the check representing the dividend or distribution. Thereafter, unless the stockholder otherwise specifies, the stockholder will be deemed to have elected to reinvest all subsequent dividends and distributions in Acquired Portfolio shares.

The Acquiring Portfolio does not offer a fund-sponsored dividend reinvestment plan. Stockholders of the Acquiring Portfolio who purchase shares on the secondary market will receive all income dividends and capital gains distributions from their brokers in cash, unless the stockholder’s broker provides an option for the reinvestment of dividends and distributions. Dividends and distributions in cash may be reinvested automatically in additional whole shares of the Acquiring Portfolio only if the broker through whom the stockholder holds their shares makes such an option available. Such shares will generally be reinvested by the broker based upon the market price of those shares and investors may be subject to customary brokerage commissions charged by the broker. Stockholders should consult with their broker about applicable dividend reinvestment options and associated fees and expenses.

Pricing and Valuation Arrangements

The Acquired Portfolio and Acquiring Portfolio apply similar procedures for calculating their NAV per share.

The Portfolios’ NAVs are calculated at the close of regular trading on any day that the NYSE is open (ordinarily, 4:00 p.m., Eastern Time, but sometimes earlier, as in the case of scheduled half-day trading or unscheduled suspensions of trading). To calculate NAV, a Portfolio’s assets are valued and totaled, liabilities are subtracted, and the balance, called net assets, is divided by the number of shares outstanding. If a Portfolio invests in securities that are primarily traded on foreign exchanges that trade on weekends or other days when the Portfolio does not price its shares, the NAV of the Portfolio’s shares may change on days when stockholders will not be able to purchase or redeem their shares in the Portfolio.

Each Portfolio values its securities at market value determined on the basis of market quotations or, if market quotations are not readily available or are unreliable, at “fair value” as determined in accordance with procedures approved by each Portfolio’s Board. Pursuant to these procedures, the Adviser, as each Portfolio’s “valuation designee” pursuant to Rule 2a-5 under the 1940 Act, is responsible for making all fair value determinations relating to a Portfolio’s portfolio investments, subject to oversight by the Portfolio’s Board.

When making a fair value determination, the Adviser may take into account any factors it deems appropriate. The Adviser may determine fair value based upon developments related to a specific security, current valuations of foreign stock indices (as reflected in U.S. futures markets) and/or U.S. sector or broader stock market indices. The prices of securities used by a Portfolio to calculate its NAV may differ from quoted or published prices for the same securities. Making a fair value determination involves subjective judgments, and it is possible that the fair value determined for a security is materially different than the value that could be realized upon the sale of that security.

With respect to the Acquired Portfolio, factors considered in fair value pricing may include, but are not limited to, interest rates, foreign currency exchange rates, levels of publicly available benchmarks, prices of futures contracts or comparable securities, or information obtained by analysis of the issuers’ financial statements. Because most fixed-income securities are not traded on exchanges, they are primarily valued using fair value prices provided by independent pricing services when the valuation designee reasonably believes that such prices reflect the fair value of the instrument.

The Acquiring Portfolio generally determines the value of a security that is primarily traded on a non-U.S. exchange as of the close of trading on that exchange. The value of that security is then converted to its U.S. Dollar equivalent at the foreign exchange rate in effect at 4:00 p.m., London time, on the day the value of the security is determined. Factors considered in fair value pricing may include, but are not limited to, information obtained by contacting the issuer or analysts, or by analysis of the issuers’ financial statements. The Acquiring Portfolio may value its securities using fair value prices based on independent pricing services.

Management of the Portfolios 

The Board of Directors of each Company, which is comprised of the same persons, oversees the management of the business and affairs of the Portfolios. The Board of Directors approves all significant agreements between each respective Portfolio and persons or companies furnishing services to it, including a Portfolio’s agreements with the Adviser, custodian and transfer and dividend disbursing agent. The day-to-day operations of each Portfolio are delegated to its officers and the Portfolio’s Adviser, subject to the Portfolio’s investment objective and policies and to general oversight by the Portfolio’s Board of Directors. After the consummation of the Conversion, the directors and officers of the Acquiring Portfolio will continue to serve as the directors and officers of the combined Portfolio.

The Conversion will not result in any changes to the Acquiring Portfolio’s portfolio management team. The management of, and investment decisions for the Acquired Portfolio’s portfolio are made by the U.S. Equity Income Senior Investment Management Team.

For additional information about the portfolio management of each Portfolio, see “Management of the Funds – Portfolio Managers” in each Portfolio’s Prospectus. 

INFORMATION ABOUT THE CONVERSION

Reasons for the Conversion and Board Considerations 

At a meeting of the Boards of Directors (the “Board Meeting”), the Adviser recommended that the Directors of each Company (who are the same persons) approve the proposed Plan and Conversion because of certain benefits associated with the ETF structure, which the Adviser believes will better serve the interests of stockholders. In a mutual fund, when portfolio securities are sold, either to rebalance holdings or to raise cash for redemptions, the sale can create capital gains that impact all taxable stockholders of the mutual fund. In contrast, the mechanics of the creation and redemption process for ETFs allows ETFs to acquire securities in-kind and redeem securities in-kind, generally reducing the realization of capital gains by the ETFs for the same processes. As a result, stockholders of an ETF that creates and redeems its shares primarily in-kind generally realize most of their capital gains in respect of their investment in the ETF when they sell their ETF shares.

The Acquiring Portfolio will pursue an identical investment objective and apply identical fundamental investment policies and substantially similar investment strategies as the Acquired Portfolio, but has the risks and benefits of operating in the ETF structure. The Adviser will continue as the investment adviser of the Acquiring Portfolio after the Conversion and no change in portfolio managers will result from the Conversion. The Acquiring Portfolio will have a lower management fee rate than that of the Acquired Portfolio and the Acquiring Portfolio, under its unitary fee structure, is expected to experience lower overall expenses as compared to the Acquired Portfolio.

In considering the Plan, each Board requested and received information from the Adviser regarding the Conversion, including: (1) the specific terms of the Plan; (2) the investment objectives, investment strategies, and fundamental policies of the Acquired Portfolio and the Acquiring Portfolio; (3) comparative data analyzing the fees and expenses of the Portfolios; (4) the comparative data analyzing the risks and benefits of operating in the ETF structure compared to the mutual fund structure; (5) the proposed plans for ongoing management, distribution, and operation of the Acquiring Portfolio; (6) the management, financial position, and business of the Adviser and its

affiliates; and (7) the potential tax and other impacts of the Conversion on the Acquired Portfolio and its stockholders.

With respect to the information listed above, each Board considered that, among other information: (1) the Conversion is structured to be a tax-free reorganization under the Code, and the expected receipt of shares of the Acquiring Portfolio and cash (corresponding to any fractional Acquired Portfolio shares), with an aggregate value equal to the value of your Acquired Portfolio shares as of the Closing Date of the Conversion; (2) the Acquired Portfolio and the Acquiring Portfolio have identical investment objectives and fundamental investment policies, substantially similar investment strategies, and the same portfolio management team; (3) the management fee of the Acquiring Portfolio is equal to or less than the management fee of the Acquired Portfolio (at the last breakpoint, if applicable) in the Acquired Portfolio’s management fee, and the Acquiring Portfolio is expected to experience significantly lower overall expenses as compared to the Acquired Portfolio under its unitary fee structure; (4) the plans for the ongoing management, distribution, and operation of the Acquiring Portfolio as an ETF will benefit tax conscious stockholders; and (5) AllianceBernstein L.P. is the adviser of both the Acquired Portfolio and Acquiring Portfolio and the terms of the investment advisory agreements are materially the same other than with respect to the investment advisory fees. Each Board also considered that the Conversion met the conditions under Rule 17a-8 under the 1940 Act to be consummated without the vote of stockholders of the Acquired Portfolio or Acquiring Portfolio. Each Board also considered information presented by the Adviser concerning alternatives to the Conversion.

After consideration, each Board, including all of the Independent Directors, determined that the Conversion would be advisable and in the best interests of the Acquired Portfolio and the Acquiring Portfolio and that the interests of existing stockholders of the Acquired Portfolio would not be diluted as a result of the Conversion. Each Board has unanimously approved the Plan and Conversion.

In making these determinations, each Board, including all of the Independent Directors, considered a number of factors, including the potential benefits and costs of the Conversion to the stockholders of the Acquired Portfolio. These considerations included the following:

Each Board also considered, among other things:

Based upon their evaluation of the relevant information presented to it, and in light of its duties under federal and state law, each Board, including all of the Independent Directors (who consulted with their independent legal counsel concerning this matter), unanimously concluded that completing the Conversion is advisable and in the best interests of the stockholders of the Acquired Portfolio and the Acquiring Portfolio and that no dilution of value would result to the stockholders of the Acquired Portfolio from the Conversion. 

Also at the Board Meeting, each Board approved the Plan on behalf of the Acquiring Portfolio.

INFORMATION ABOUT THE PLAN

This is only a summary of the Plan. You should read the form of Plan, which is attached as Exhibit A to this Information Statement/Prospectus, for complete information about the Conversion.

How will the Conversion be carried out? 

As provided in the Plan, the Acquiring Portfolio will acquire all the assets and assume all the liabilities, expenses and obligations of the Acquired Portfolio on the closing date of the Conversion (the “Closing Date”). In return, the Acquiring Portfolio will issue, and the Acquired Portfolio will distribute to its stockholders, a number of shares (and cash in lieu of fractional shares, if any) of the Acquiring Portfolio, determined by dividing the net value of all the assets of the Acquired Portfolio by the NAV per share of the Acquiring Portfolio. For this purpose, the Plan provides the times for and methods of determining the net value of the assets of each Portfolio. The Plan provides that stockholders of the Acquired Portfolio will be credited with shares of the Acquiring Portfolio corresponding to the aggregate value of the Acquired Portfolio shares that the stockholder holds of record at the Closing Date except as noted below.

Shares of the Acquiring Portfolio will be transferred to each stockholder’s brokerage account. If a stockholder does not hold their Acquired Portfolio shares through a brokerage account that can accept shares of the Acquiring Portfolio on the Closing Date of the Conversion, the stockholder will not receive shares of the Acquiring Portfolio as part of the Conversion. Instead, the stockholder’s Acquired Portfolio shares will be liquidated, and the stockholder will receive a cash payment in redemption of the stockholder’s Acquired Portfolio shares. If you hold your Acquired Portfolio shares through a fund direct IRA and do not take action prior to the Conversion, your Acquired Portfolio shares will be exchanged for shares of AB Government Money Market Portfolio equal in value to the NAV of your Acquired Portfolio shares. Alternatively, if you hold your Acquired Portfolio shares through an account with a financial intermediary that is not able to hold shares of the Acquiring Portfolio, like many group retirement plans, your financial intermediary may transfer your investment in the Acquired Portfolio to a different investment option prior to the Conversion.

Following the distribution of Acquiring Portfolio shares in full liquidation of the Acquired Portfolio, the Acquired Portfolio will wind up its affairs and terminate as soon as is reasonably possible after the Conversion.

The Conversion is expected to be consummated in the fourth quarter of 2026. Under applicable legal and regulatory requirements, none of the Acquired Portfolio’s stockholders will be entitled to exercise objecting stockholders’ appraisal rights, i.e., to demand the fair value of their shares in connection with the Conversion. Therefore, stockholders will be bound by the terms of the Conversion under the Plan. However, any stockholder of the Acquired Portfolio may redeem shares of common stock prior to the Conversion.

The parties may agree to amend the Plan to the extent permitted by law. If the Companies agree, the Plan may be terminated or abandoned at any time before the Conversion.

The Companies have made representations and warranties in the Plan that are customary in matters such as the Conversion. The Plan contains a number of conditions precedent that must occur before the Acquired Portfolio or Acquiring Portfolio is obligated to proceed with the Conversion. One of these conditions requires that the Companies shall have received a tax opinion, as described below, that the consummation of the Conversion will not result in the recognition of gain or loss for U.S. federal income tax purposes for the Acquired Portfolio, the Acquiring Portfolio or their stockholders. The receipt of a tax opinion is a condition of the Conversion that cannot be waived.

Although stockholder approval of the Conversion is not required and the Adviser does not anticipate that the Conversion will be terminated, if the Conversion is terminated, stockholders of the Acquired Portfolio would be notified of the change and the Acquired Portfolio would continue to operate as a mutual fund. If the Conversion is not consummated, the expenses of the Acquired Portfolio relating to the Conversion will be borne by the Acquired Portfolio, and expenses of the Acquiring Portfolio relating to the Conversion will be borne by the Adviser pursuant to the unitary fee schedule.

Who will bear the expenses of the Conversion?

Under the Plan, direct expenses relating to the Conversion, including audit fees, printing and mailing costs and fees of counsel to the Portfolios (excluding fees for counsel to the disinterested Directors) are expected to be borne by the Adviser and the Portfolios as follows:

(a) Legal expenses of the Acquiring Portfolio relating to the Conversion, including legal expenses relating to the offering of shares of the Acquiring Portfolio will be borne by the Adviser pursuant to the Acquiring Portfolio’s unitary fee arrangement.

(b) Legal expenses of the Acquired Portfolio relating to the Conversion will be borne by the Acquired Portfolio.

(ii)        Other Conversion Costs: Other offering costs of the Acquiring Portfolio will be borne by the Adviser pursuant to the unitary fee structure. With respect to the other Conversion costs of the Conversion, such costs will be allocated (a) 50% to the Acquiring Portfolio and borne by the Adviser pursuant to the unitary fee structure and (b) 50% to the Acquired Portfolio.

Federal Income Tax Consequences

The following is a general summary of some of the important U.S. federal income tax consequences of the Conversion and is based upon the current provisions of the Code, the existing U.S. Treasury Regulations thereunder, current administrative rulings of the U.S. Internal Revenue Service (“IRS”) and published judicial decisions, all of which are subject to change, possibly with retroactive effect. These considerations are general in nature and individual stockholders should consult their own tax advisors as to the federal, state, local, and foreign tax considerations applicable to them and their individual circumstances. These same considerations generally do not apply to stockholders who hold their shares in a tax-advantaged account, such as an IRA or qualified retirement plan.

The Conversion is intended to be a tax-free “reorganization” within the meaning of Section 368(a) of the Code for U.S. federal income tax purposes. As a condition to the consummation of the Conversion, Seward & Kissel LLP will deliver an opinion (“Tax Opinion”) to AB Equity Income Fund and AB Active ETFs, Inc. to the effect that, based on the facts and assumptions stated therein (as well as certain representations made on behalf of the

Acquired Portfolio and Acquiring Portfolio) and the existing U.S. federal income tax law, and conditioned on the Conversion being completed in accordance with the Plan, for U.S. federal income tax purposes:

Notwithstanding the foregoing, no opinion will be expressed as to the tax consequences of the Conversion on contracts or securities on which gain or loss is recognized upon the transfer of an asset regardless of whether such transfer would otherwise be a nonrecognition transaction under the Code. The Portfolios have not requested or will not request an advance ruling from the IRS as to the U.S. federal income tax consequences of the Conversion.

The Tax Opinion for the Conversion is not binding on the IRS or the courts and is not a guarantee that the tax consequences of the Conversion will be as described above. If the Conversion were consummated but the IRS or the courts were to determine that the Conversion did not qualify as a tax-free reorganization under the Code, and thus was taxable, the Acquired Portfolio would recognize gain or loss on the transfer of its assets to the Acquiring Portfolio, and each stockholder of the Acquired Portfolio that held shares in a taxable account would recognize a taxable gain or loss equal to the difference between its tax basis in its Acquired Portfolio shares and the fair market value of the shares of the Acquiring Portfolio it received.

The tax year of the Acquired Portfolio is expected to continue with the Acquiring Portfolio, and the capital gains, if any, resulting from portfolio turnover prior to the Conversion will be carried over to the Acquiring Portfolio. If the Conversion were to end the tax year of the Acquired Portfolio (which is not the intended or expected outcome as of the date of this Information Statement/Prospectus), it would accelerate distributions to stockholders from the Acquired Portfolio for its short tax year ending on the Closing Date. Such distributions would be taxable and would include any capital gains resulting from portfolio turnover prior to the Conversion. If determined necessary by the Portfolios, the Acquired Portfolio will declare a distribution to stockholders, which together with all previous distributions will have the effect of distributing to stockholders all of its investment company taxable income (computed without regard to the deduction for dividends paid), net tax-exempt income, if any, and net realized capital gains, if any, through the Closing Date.

General Limitation on Losses. Assuming the Conversion qualifies as a tax-free reorganization, as expected, the Acquiring Portfolio will succeed to the tax attributes of the Acquired Portfolio upon the closing of the Conversion, including any capital loss carryovers that could have been used by the Acquired Portfolio to offset its future realized capital gains, if any, for U.S. federal income tax purposes. The capital loss carryovers of the Acquired Portfolio will be available to offset future gains recognized by the combined Portfolio. Capital losses of a Portfolio arising in taxable years beginning after December 22, 2010 may be carried forward indefinitely to offset future capital gains.

If, as is anticipated, at the time of the closing of the Conversion, the Acquiring Portfolio has either no assets or de minimis assets incident to its organization, there will be no change of ownership of the Acquired Portfolio as a result of the Conversion. Thus, the Conversion is not expected to result in any limitation on the use by the Acquiring Portfolio of the Acquired Portfolio’s capital loss carryovers, if any. However, the capital losses of the Acquiring Portfolio, as the successor in interest to the Acquired Portfolio, may subsequently become subject to an annual limitation as a result of sales of the Acquiring Portfolio shares or other reorganization transactions in which the Acquiring Portfolio might engage post-Conversion.

The foregoing description of the U.S. federal income tax consequences of the Conversion applies generally to stockholders who are not tax-exempt investors and does not take into account your particular facts and circumstances. Consult your own tax advisor about the effect of state, local, foreign, and other tax laws because this discussion only relates to U.S. federal income tax laws.

CAPITAL STRUCTURE AND STOCKHOLDER RIGHTS

The Acquired Portfolio is AB Equity Income Fund. AB Equity Income Fund is an open-end, registered management investment company. AB Equity Income Fund was organized as a Maryland corporation in 1980 under the name “Alliance Utility Income Fund, Inc.” The name of the Fund became “AllianceBernstein Utility Income Fund, Inc.” on February 28, 2001. AB Equity Income Fund changed its name to “AllianceBernstein Equity Income Fund, Inc.” on September 1, 2010, and to “AB Equity Income Fund, Inc.” on January 20, 2015. The operations of AB Equity Income Fund are governed by its charter, Bylaws, and Maryland law. AB Equity Income Fund also must adhere to the 1940 Act, the rules and regulations promulgated by the SEC thereunder, and any applicable state securities laws.

The Acquiring Portfolio is a series of AB Active ETFs, Inc. AB Active ETFs, Inc. is an open-end, registered management investment company. AB Active ETFs, Inc. was organized as a Maryland corporation on July 12, 2010 under the name “AllianceBernstein Active ETFs, Inc.”. The Company’s name was changed to “AB Active ETFs, Inc.” on May 5, 2022. The operations of AB Active ETFs, Inc. are governed by its charter, Bylaws and Maryland law. AB Active ETFs, Inc. also must adhere to the 1940 Act, the rules and regulations promulgated by the SEC thereunder, and any applicable state securities laws.

Comparisons of the organizational documents governing AB Equity Income Fund and AB Active ETFs, Inc. are provided in Exhibit B to this Information Statement/Prospectus.

Following the Conversion, stockholders of the Acquired Portfolio will receive shares of the Acquiring Portfolio and cash (corresponding to any fractional Acquired Portfolio shares), with an aggregate value equal to the value of your Acquired Portfolio shares as of the Closing Date. Acquiring Portfolio shares will be credited to the Acquired Portfolio stockholder’s brokerage account and Acquired Portfolio shares will be cancelled. If a stockholder does not have a brokerage account that can accommodate shares of an ETF at the time of the Conversion of the Acquired Portfolio, the stockholder will not receive a distribution of Acquiring Portfolio shares and instead, the stockholder’s shares will be redeemed by the Acquired Portfolio prior to the Conversion, and such Acquired Portfolio stockholder will receive a cash payment in redemption of their Acquired Portfolio shares.

What are the capitalizations of the Portfolios?

The following table sets forth the unaudited capitalization of the Acquired Portfolio and Acquiring Portfolio as of April 30, 2026, and the unaudited pro forma combined capitalization of the Acquiring Portfolio as adjusted to give effect to the proposed Conversion. The following are examples of the number of shares of the Acquiring Portfolio that would have been exchanged for the shares of the Acquired Portfolio if the Conversion had been consummated, and do not reflect the number of shares or value of shares that would actually be received if the Conversion, as described, occurs. Pro forma numbers are estimated in good faith and are hypothetical. Pro forma numbers do not reflect any potential liquidation of stockholders associated with the Conversion or cash paid in lieu of fractional Acquiring Portfolio shares.

_____________________

The information in the capitalization table above is for informational purposes only. There is no assurance that the Conversion will be consummated. Moreover, if consummated, the capitalization of the Acquired Portfolio and Acquiring Portfolio is likely to be different at the Closing Date as a result of daily share purchase and redemption activity in the Acquired Portfolio. Accordingly, the foregoing should not be relied upon to reflect the number of shares of the Acquiring Portfolio that actually will be received on or after such date.

ADDITIONAL INFORMATION ABOUT THE ACQUIRING PORTFOLIO
AND ACQUIRED PORTFOLIO

How do the fundamental investment policies of the Portfolios compare?

The fundamental investment policies of the Acquired Portfolio and the Acquiring Portfolio are identical. 

Where can I find more financial and performance information about the Portfolios?

Additional information is available in the Portfolios’ prospectuses, statements of additional information, and the most recent annual and semi-annual stockholder reports and filings on Form N-CSR, as applicable. Because the Acquiring Portfolio has not yet commenced operations, no stockholder reports filed on Form N-CSR are available.

The prospectus of the Acquired Portfolio, as well as the prospectus of the Acquiring Portfolio, are incorporated herein by reference and are legally deemed to be part of this Information Statement/Prospectus. A copy of the Acquired Portfolio prospectus is available upon request from ABIS by calling 800-221-5672, free of charge. A copy of the Acquiring Portfolio prospectus accompanies this Information Statement/Prospectus.

The Statement of Additional Information also is incorporated herein by reference and is legally deemed to be part of this Information Statement/Prospectus. The statement of additional information of the Acquired Portfolio and the statement of additional information of the Acquiring Portfolio, are incorporated therein by reference, and are available upon request.

The applicable prospectuses, statements of additional information, and the most recent annual and semi-annual stockholder reports have been filed with the SEC and are available, free of charge, by (i) calling ABIS toll-free at 800-221-5672, (ii) accessing the documents at the Portfolios’ website at https://www.abfunds.com, or (iii) writing to the Portfolios at the address listed above. In addition, these documents may be obtained from the EDGAR database on the SEC’s Internet site at https://www.sec.gov. You also may obtain this information upon payment of a duplicating fee, by e-mailing the SEC at the following address: publicinfo@sec.gov.

PRINCIPAL STOCKHOLDERS

As of June 5, 2026, the Acquiring Portfolio was not operational and, therefore, had no stockholders. As of June 5, 2026, the Directors and officers of the Acquired Portfolio as a group beneficially owned less than 1% of the outstanding shares of common stock of the Acquired Portfolio. To the knowledge of the Acquired Portfolio, the following table shows the persons owning, as of June 5, 2026, either of record or beneficially, 5% or more of the outstanding shares of each class of the Acquired Portfolio and the percentage of the combined class’s shares to be owned by the persons if the Conversion had been consummated as of that date.

A stockholder who beneficially owns more than 25% of the Acquired Portfolio’s outstanding voting securities is presumed to “control” the Acquired Portfolio, as that term is defined in the 1940 Act, and may have a significant impact on matters submitted to a stockholder vote.

Pro forma numbers are estimated in good faith and are hypothetical. Pro forma numbers do not reflect any potential liquidation of stockholders associated with the Conversion or cash paid in lieu of fractional Acquiring Portfolio shares.

(a) Class A, C, I and Z shares of the Acquired Portfolio will each be converted to Advisor Class shares prior to the Conversion.

(b) On a pro forma basis assuming the value of the stockholder’s interest in the Acquired Portfolio on the date of the Conversion, is the same as on the Record Date.

 ADDITIONAL INFORMATION

Administrator.  The Adviser, with principal offices at 501 Commerce Street, Nashville, TN 37203, serves as the administrator for the Acquired Portfolio. State Street Bank and Trust Company, located at One Congress Street, Suite 1, Boston, MA 02114, serves as the administrator for the Acquiring Portfolio.

Transfer Agent. ABIS, an indirect wholly-owned subsidiary of the Adviser, located principally at 8000 IH 10 W, 13^th Floor, San Antonio, Texas 78230, acts as the transfer agent for the Acquired Portfolio. State Street Bank and Trust Company, located at One Congress Street, Suite 1, Boston, MA 02114, serves as the transfer agent for the Acquiring Portfolio.

Custodian.  State Street Bank and Trust Company, One Congress Street, Suite 1, Boston, MA 02114, serves as custodian and accounting agent for the Acquired Portfolio and the Acquiring Portfolio.

Distributor. ABI, an indirect wholly-owned subsidiary of the Adviser, located at 501 Commerce Street, Nashville, TN 37203, is the distributor of the Acquired Portfolio’s shares. Foreside, located at Three Canal Plaza, Suite 100, Portland, Maine 04101, is the distributor of the Acquiring Portfolio’s shares.

Independent Registered Public Accounting Firm. Ernst & Young, LLP, located at One Manhattan West, New York, New York 10001, serves as the independent registered public accounting firm to the Acquired Portfolio and Acquiring Portfolio.

Stockholders Sharing the Same Address.  Normally, if two or more stockholders share the same address, only one copy of the Information Statement/Prospectus is being delivered to that address, unless the Portfolio(s) have received contrary instructions from one or more of the stockholders at that shared address. Upon written or oral request, the Acquiring Portfolio will deliver promptly a separate copy of the Information Statement/Prospectus to a stockholder at a shared address. Please call the transfer agent at 800-221-5672, if you would like to receive a separate copy of the Information Statement/Prospectus.

Fund Counsel. Seward & Kissel LLP, 1901 L Street, N.W., Suite 700, Washington, D.C. 20036, is counsel to AB Equity Income Fund and AB Active ETFs, Inc.

FINANCIAL HIGHLIGHTS

The Acquiring Portfolio is new and has no performance history as of the date of this Information Statement/Prospectus. The Acquiring Portfolio will adopt the financial history, including the Financial Highlights, of the Acquired Portfolio’s Advisor Class shares following the Conversion. Prior to the Conversion, the Acquired Portfolio’s Class A, C, I and Z shares will be converted automatically into Advisor Class shares. The Financial Highlights information for the Acquired Portfolio is presented below as it will be adopted by the Acquiring Portfolio following the Conversion.

The financial highlights tables are intended to help you understand the Acquired Portfolio’s financial performance for the past five years. Certain information reflects financial results for a single share of the Acquired Portfolio. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Acquired Portfolio (assuming reinvestment of all dividends and distributions). Except as otherwise indicated, this information for the Acquired Portfolio has been audited by Ernst & Young, LLP, independent registered public accounting firm, whose report, along with the Acquired Portfolio’s financial statements, is included in the Acquired Portfolio’s Form N-CSR and is available upon request.

Acquired Portfolio

See footnote summary on pages 40-41.

See footnote summary on pages 40-41.

See footnote summary on pages 40-41.

See footnote summary on pages 40-41.

†	During the year ended November 30, 2025, the Adviser reimbursed the Fund for overpayment of prior years’ omnibus account services, sub-accounting services and related transfer agency expenses. The impact of the reimbursement to the financial highlights is as follows:

EXHIBIT A 

FORM OF AGREEMENT AND PLAN OF ACQUISITION AND DISSOLUTION  

RELATING TO THE REORGANIZATION OF THE ASSETS AND LIABILITIES OF

AB EQUITY INCOME FUND, INC.

As of

[_________], 2026

This Agreement and Plan of Acquisition and Dissolution (the “Plan”) is made as of this [_] day of [_________], 2026, by and among AB Active ETFs, Inc., a Maryland corporation (the “ETF Company”), on behalf of AB Equity Income ETF (the “Acquiring Fund”), a series of the ETF Company, AB Equity Income Fund, Inc., a Maryland corporation (the “Acquired Fund”, and together with the Acquiring Fund, the “Funds”), and solely for purposes of Section 23, AllianceBernstein L.P., the investment adviser to the Acquiring Fund and the Acquired Fund (the “Adviser”).

WHEREAS, the Acquiring Fund is a series of the ETF Company, and each of the ETF Company and the Acquired Fund is an open-end management investment company registered with the Securities and Exchange Commission (the “SEC”) under the Investment Company Act of 1940, as amended (the “1940 Act”);

WHEREAS, the parties desire that the Acquired Fund transfer all of the Assets (as hereinafter defined) to the Acquiring Fund in exchange for shares of equal net asset value of the Acquiring Fund (“Acquisition Shares”) and distribute the Acquisition Shares to stockholders (“Stockholders”) of the Acquired Fund (the “Acquisition”); and that the Acquired Fund thereafter liquidate and dissolve;

WHEREAS, the Acquiring Fund is a “shell” series of the ETF Company created for the purpose of acquiring the Assets and assuming the Liabilities of the Acquired Fund; and

WHEREAS, the parties intend that the Acquisition qualify as a “reorganization” within the meaning of Section 368(a) of the United States Internal Revenue Code of 1986, as amended (the “Code”), and any successor provisions, and that with respect to the Acquisition, Acquiring Fund and the Acquired Fund will each be a “party to a reorganization” within the meaning of Section 368(b) of the Code;

Now, therefore, the Acquiring Fund and the Acquired Fund agree as follows:

In addition to the terms elsewhere defined herein, each of the following terms shall have the meaning indicated for that term as follows:

The Acquiring Fund shall promptly prepare and file the N-14 Registration Statement with the SEC, and the Acquiring Fund and the Acquired Fund also shall make any other required or appropriate filings with respect to the actions contemplated hereby.

The Acquiring Fund and the Acquired Fund shall take the following steps with respect to the Acquisition, as applicable:

The Acquired Fund and the Acquiring Fund also shall take the following steps, as applicable:

Following distribution by the Acquired Fund to its Stockholders of all Acquisition Shares delivered to the Acquired Fund, the Acquired Fund shall wind up its affairs and shall take all steps as are necessary and proper to dissolve as soon as is reasonably possible after the Effective Time. The Acquired Fund shall be dissolved in accordance with the laws of the State of Maryland and the Acquired Fund’s charter, by filing articles of dissolution (the “Articles of Dissolution”) with the State Department of Assessments and Taxation of Maryland (the “SDAT”). Upon the SDAT’s acceptance of the Articles of Dissolution for record or such other time established under the Articles of Dissolution (not to exceed 30 days after the Articles of Dissolution are accepted for record), as provided by Section 3-408(a) of the Maryland General Corporation Law, the Acquired Fund shall be dissolved.

The Acquired Fund represents and warrants to the Acquiring Fund as follows:

The Acquiring Fund represents and warrants to the Acquired Fund as follows:

The obligations of the Acquiring Fund and the Acquired Fund with respect to the Acquisition shall be subject to the following conditions precedent:

The opinion will be based on certain factual certifications made by officers of the Funds and will also be based on customary assumptions and subject to certain qualifications. The opinion is not a guarantee that the tax consequences of the Acquisition will be as described above.

Notwithstanding this subparagraph (d), Seward & Kissel LLP will express no view with respect to the effect of the Acquisition on any transferred asset as to which any unrealized gain or loss is required to be recognized at the end of a taxable year (or on the termination or transfer thereof) under federal income tax principles. Each Fund shall agree to make and provide additional factual representations to Seward & Kissel LLP with respect to the Funds that are reasonably necessary to enable Seward & Kissel LLP to deliver the tax opinion. Notwithstanding anything in this Plan to the contrary, neither Fund may waive in any material respect the conditions set forth under this subparagraph (d).

The obligations of the Acquired Fund, as applicable, with respect to the Acquisition shall be subject to the following conditions precedent:

In rendering such opinion, Seward & Kissel LLP may (i) rely on the opinion of Venable LLP as to matters of Maryland law to the extent set forth in such opinion, (ii) make assumptions regarding the authenticity, genuineness and/or conformity of documents and copies thereof without independent verification thereof, (iii) limit such opinion to applicable federal and state law, (iv) define the word “knowledge” and related terms to mean the knowledge of attorneys then with such firm who have devoted substantive attention to matters directly related to this Plan and (v) rely on certificates of officers or directors of the Acquiring Fund as to factual matters.

The obligations of Acquiring Fund with respect to the Acquisition shall be subject to the following conditions precedent:

In rendering such opinion, Seward & Kissel LLP may (i) rely on the opinion of Venable LLP as to matters of Maryland law, (ii) make assumptions regarding the authenticity, genuineness and/or conformity of documents and copies thereof without independent verification thereof, (iii) limit such opinion to applicable federal and state law, (iv) define the word “knowledge” and related terms to mean the knowledge of attorneys then with such firm who have devoted substantive attention to matters directly related to this Plan and (v) rely on certificates of officers or directors of the Acquired Fund as to factual matters.  

10.   Closing

11.   Survival of Representations and Warranties

12.   Termination of Plan

A majority of either party’s Board of Directors may terminate this Plan with respect to the applicable Fund at any time before the applicable Effective Time if: (a) the Fund’s conditions precedent set forth in Sections 7, 8 or 9 as appropriate, are not satisfied; or (b) the Board of Directors determines that the consummation of the Acquisition is not in the best interests of the Acquiring Fund or Acquired Fund, as applicable, and gives notice of such termination to the other party.

13.   Governing Law

This Plan and the transactions contemplated hereby shall be governed, construed and enforced in accordance with the laws of the State of New York, except to the extent preempted by federal law, without regard to conflicts of law principles.

14.   Brokerage Fees

Each party represents and warrants that there are no brokers or finders entitled to receive any payments in connection with the transactions provided for in this Plan.

15.   Amendments

The parties may, by agreement in writing authorized by their respective Board of Directors, amend this Plan at any time.

16.   Waivers

At any time prior to the Closing Date, either party may, by written instrument signed by it, (a) waive the effect of any inaccuracies in the representations and warranties made to it contained herein and (b) waive compliance with any of the agreements, covenants or conditions made for its benefit contained herein. Any waiver shall apply only to the particular inaccuracy or requirement for compliance waived, and not any other or future inaccuracy or lack of compliance.

17.   Indemnification of Directors

The ETF Company, on behalf of the Acquiring Fund, agrees that all rights to indemnification and all limitations of liability existing in favor of the Acquired Fund’s current and former directors and officers, acting in their capacities as such, with respect to the Acquired Fund, under the Acquired Fund’s charter and Bylaws as in effect as of the date of this Plan shall survive the Acquisition as obligations of the Acquiring Fund and shall continue in full force and effect, without any amendment thereto, and shall constitute rights which may be asserted against the Acquiring Fund, its successors or assigns.

18.   Cooperation and Further Assurances

Each party will cooperate with the other in fulfilling its obligations under this Plan and will provide such information and documentation as is reasonably requested by the other in carrying out this Plan’s terms. Each party will provide such further assurances concerning the performance of its obligations hereunder and execute all documents for or in connection with the consummation of the Acquisition as, with respect to such assurances or documents, the other shall deem necessary or appropriate.

19.   Updating of N-14 Registration Statement

If at any time prior to the Effective Time, a party becomes aware of any untrue statement of a material fact or omission to state a material fact required to be stated therein or necessary to make the statements made not misleading in the N-14 Registration Statement, the party discovering the item shall notify the other party and the parties shall cooperate in promptly preparing, filing and clearing with the SEC and, if appropriate, distributing to Stockholders appropriate disclosure with respect to the item.

20.   Limitation on Liabilities

The obligations of the Acquired Fund, the ETF Company and the Acquiring Fund shall not bind any of the directors, stockholders, nominees, officers, agents, employees or agents of the Acquired Fund, the ETF Company or the Acquiring Fund personally, but shall bind only the Acquired Fund, the ETF Company or the Acquiring Fund, as appropriate. The execution and delivery of this Plan by an officer of either party shall not be deemed to have been made by the officer individually or to impose any liability on the officer personally, but shall bind only the Acquired Fund or ETF Company, as appropriate.

21.   Dissolution of the Acquired Fund

If the parties complete the Acquisition, the Acquired Fund shall terminate its registration under the 1940 Act and the 1933 Act and will dissolve.

22.   Notices

Any notice, report, statement, certificate or demand required or permitted by any provision of this Plan shall be in writing and shall be given in person or by telecopy, certified mail or overnight express courier to:

For the Acquired Fund:

AB Equity Income Fund, Inc.

66 Hudson Boulevard East, 28th Floor

New York, New York 10001

Attention: Secretary

For Acquiring Fund:

AB Active ETFs, Inc. – AB Equity Income ETF

66 Hudson Boulevard East, 28th Floor

New York, New York 10001

Attention: Secretary

23.   Expenses

Direct expenses relating to the Acquisition, including audit fees, printing and mailing costs and fees of counsel to the Funds (excluding fees for counsel to the disinterested Directors) are expected to be borne by the Adviser and the Funds as follows:

(i)        Legal Expenses:

(a) Legal expenses of the Acquiring Fund relating to the Acquisition, including legal expenses relating to the offering of shares of the Acquiring Fund will be borne by the Adviser pursuant to the Acquiring Fund’s unitary fee arrangement.

(b) Legal expenses of the Acquired Fund relating to the Acquisition will be borne by the Acquired Fund.

(ii)        Other Acquisition Costs: Other offering costs of the Acquiring Fund will be borne by the Adviser pursuant to the unitary fee structure. With respect to the other Acquisition costs of the Acquisition, such costs will be allocated (a) 50% to the Acquiring Fund and borne by the Adviser pursuant to the unitary fee structure and (b) 50% to the Acquired Fund.

24.   General

This Plan supersedes all prior agreements between the parties with respect to the subject matter hereof and may be amended only in writing signed by both parties. The headings contained in this Plan are for reference only and shall not affect in any way the meaning or interpretation of this Plan. Whenever the context so requires, the use in this Plan of the singular will be deemed to include the plural and vice versa. Nothing in this Plan, expressed or implied, confers upon any other person any rights or remedies under or by reason of this Plan. Neither party may assign or transfer any right or obligation under this Plan without the written consent of the other party.

[Signature Page to Follow]

In Witness Whereof, the parties hereto have executed this Agreement and Plan of Acquisition and Dissolution as of the day and year first above written.

AB Equity Income Fund, Inc.

AB Active ETFs, Inc. – AB Equity Income ETF

AllianceBernstein L.P. (solely for purposes of Section 23)

EXHIBIT B

COMPARISON OF GOVERNING DOCUMENTS

The main material differences between the charters and Bylaws of the Companies relate to the fact that the Acquired Portfolio operates as a mutual fund, while the Acquiring Portfolio operates as an ETF. For more information, stockholders should review the applicable charter and Bylaws in their entirety.

In addition, the following is a summary of the Limitation of Liability and Indemnification of Directors and Officers provisions from the charters and Bylaws of the Companies.

Limitation of Liability and Indemnification of Directors and Officers

Maryland law permits a Maryland corporation to include in its charter a provision limiting the liability of its directors and officers to the corporation and its stockholders for money damages except for liability resulting from (a) actual receipt of an improper benefit or profit in money, property or services or (b) active and deliberate dishonesty established by a final judgment as being material to the cause of action. The charters of the Companies contain such a provision that eliminates directors’ and officers’ liability to the maximum extent permitted by Maryland law. This limitation of liability does not protect any such person against any liability to a Company or any stockholder thereof to which such person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the satisfaction of such person’s office.

The charters and Bylaws of the Companies generally provide for the indemnification of officers and directors, as applicable, to the full extent permitted by law. This indemnification does not protect any such person against any liability to a Company or any stockholder thereof to which such person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the satisfaction of such person’s office. The directors (each an “Indemnitee”) have entered into an indemnification agreement with each Company under which the Company has agreed to indemnify each Indemnitee against any covered expense and covered liability reasonably incurred by the Indemnitee in connection with any covered proceeding arising as a result of the Indemnitee’s service to the Company, to the fullest extent permitted by law. In addition, the indemnification agreement adopts certain presumptions and procedures that may make the indemnification process and advancement of expenses more efficient.

STATEMENT OF ADDITIONAL INFORMATION

Dated [_____], 2026

Registration Statement on Form N-14 Filed by:

AB ACTIVE ETFs, INC.

66 Hudson Boulevard East, 28th Floor

New York, New York 10001

Acquisition of the Assets and Assumption of the Liabilities of:

AB Equity Income Fund, Inc.

By, and in Exchange for the Shares of,

AB Equity Income ETF (a series of AB Active ETFs, Inc.)

This Statement of Additional Information (the “SAI”) is being furnished to you as a stockholder of AB Equity Income Fund, Inc. (the “Acquired Portfolio”), a Maryland corporation, in connection with acquisition of all of the assets and liabilities of the Acquired Portfolio by AB Equity Income ETF, a newly-created series of AB Active ETFs, Inc. (the “Acquiring Portfolio”) as described in the Information Statement/Prospectus (the “Conversion”). The Acquired Portfolio and the Acquiring Portfolio are collectively referred to as the “Portfolios” and each, a “Portfolio.” 

This SAI is not a prospectus, and should be read in conjunction with the Information Statement/Prospectus, dated [_____], 2026, relating to the Conversion. The Information Statement/Prospectus and any of the materials incorporated by reference into this SAI are available upon request, without charge, by writing to AllianceBernstein Investor Services, Inc. at P.O. Box 786003 San Antonio, TX 78278-6003 or by calling (800) 221-5672 for Information or (800) 227-4618 for Literature.

Contents of the SAI

This SAI consists of this Cover Page and the following documents, each of which was filed electronically with the Securities and Exchange Commission (the “SEC”) and is incorporated by reference herein (is legally considered to be part of this SAI):

Because the Acquiring Portfolio was newly-created for the purposes of the Conversion, the Acquiring Portfolio has not published annual or semi-annual shareholder reports. The Acquiring Portfolio is a newly-created shell series of AB Active ETFs, Inc. with no assets or liabilities that will commence operations upon consummation of the Conversion and continue the operations of the Acquired Portfolio. The Advisor Class shares of the Acquired Portfolio shall be the accounting and performance survivor in the Conversion, and AB Equity Income ETF, as the corporate survivor in the Conversion, shall adopt the accounting and performance history of the Advisor Class shares of the Acquired Portfolio.

Supplemental Financial Information

Tables showing the fees and expenses of the Acquiring Portfolio and the Acquired Portfolio, and the fees and expenses of the Acquiring Portfolio on a pro forma basis after giving effect to the proposed Conversion, are included in the “Comparison of Fees” section in the Information Statement/Prospectus. The Conversion will not result in a material change to the Acquired Portfolio’s investment portfolio due to the investment objective and fundamental investment policies of the Acquired Portfolio being identical, and the investment strategies of the Acquired Portfolio being substantially similar, to the Acquiring Portfolio. As a result, a schedule of investments of the Acquired Portfolio modified to show the effects of such change is not required and is not included. There are no material differences in the accounting, valuation and tax policies of the Acquired Portfolio as compared to those of the Acquiring Portfolio.

Part C – Other Information.

ITEM 15. Indemnification.

It is the Registrant’s policy to indemnify its directors and officers, employees and other agents to the maximum extent permitted by Section 2-418 of the General Corporation Law of the State of Maryland, which is incorporated by reference herein, and as set forth in Article EIGHTH of Registrant’s Articles of Amendment and Restatement of Articles of Incorporation filed as Exhibit (a), Article IX of the Registrant’s Amended and Restated By-laws filed as Exhibit (b) and Section 6 of the Distribution Services Agreement filed as Exhibit (e), as set forth below. The Adviser’s liability for any loss suffered by the Registrant or its shareholders is set forth in Section 4 of the Investment Advisory Contract filed as Exhibit (d), as set forth below. 

The liability of the Registrant’s directors and officers is dealt with in Article EIGHTH of Registrant’s Articles of Amendment and Restatement of Articles of Incorporation, as set forth below. 

ARTICLE EIGHTH OF THE REGISTRANT’S ARTICLES OF AMENDMENT AND RESTATEMENT OF ARTICLES OF INCORPORATION READS AS FOLLOWS: 

(1)       To the maximum extent that Maryland law in effect from time to time permits limitation of the liability of directors and officers of a corporation, no present or former director or officer of the Corporation shall be liable to the Corporation or its stockholders for money damages. 

(2)       The Corporation shall have the power, to the maximum extent permitted by Maryland law in effect from time to time, to obligate itself to indemnify, and to pay or reimburse reasonable expenses in advance of final disposition of a proceeding to, (a) any individual who is a present or former director or officer of the Corporation or (b) any individual who, while a director or officer of the Corporation and at the request of the Corporation, serves or has served as a director, officer, partner or trustee of another corporation, real estate investment trust, partnership, joint venture, trust, employee benefit plan, limited liability company or any other enterprise from and against any claim or liability to which such person may become subject or which such person may incur by reason of his or her service in such capacity. The Corporation shall have the power, with the approval of the Board of Directors, to provide such indemnification and advancement of expenses to a person who served a predecessor of the Corporation in any of the capacities described in (a) or (b) above and to any employee or agent of the Corporation or a predecessor of the Corporation. 

(3)       The provisions of this Article EIGHTH shall be subject to the limitations of the Investment Company Act. 

(4)       Neither the amendment nor repeal of this Article EIGHTH, nor the adoption or amendment of any other provision of the Charter or Bylaws inconsistent with this Article EIGHTH, shall apply to or affect in any respect the applicability of the preceding sections of this Article EIGHTH with respect to any act or failure to act which occurred prior to such amendment, repeal or adoption.

ARTICLE IX OF THE REGISTRANT’S AMENDED AND RESTATED BYLAWS READS AS FOLLOWS: 

To the maximum extent permitted by Maryland law in effect from time to time, the Corporation shall indemnify and, without requiring a preliminary determination of the ultimate entitlement to indemnification, shall pay or reimburse reasonable expenses in advance of final disposition of a proceeding to (a) any individual who is a present or former director or officer of the Corporation and who is made or threatened to be made a party to the proceeding by reason of his or her service in any such capacity or (b) any individual who, while a director or officer of the Corporation and at the request of the Corporation, serves or has served as a director, officer, partner or trustee of another corporation, real estate investment trust, partnership, joint venture, trust, employee benefit plan or other enterprise and who is made or threatened to be made a party to the proceeding by reason of his or her service in any such capacity. The rights to indemnification and advance of expenses provided by the Charter and these Bylaws shall vest immediately upon election of a director or officer. The Corporation may, with the approval of its Board of Directors or any duly authorized committee thereof, provide such indemnification and advance for expenses to a person who served a predecessor of the Corporation in any of the capacities described in (a) or (b) above and to any employee or agent of the Corporation or a predecessor of the Corporation. The termination of any claim, action, suit or other proceeding involving any person, by judgment, settlement (whether with or without court approval) or conviction or upon a plea of guilty or nolo contendere, or its equivalent, shall not create a presumption that such person did not meet the standards of conduct required for indemnification or payment of expenses to be required or permitted under Maryland law, these Bylaws or the Charter. Any indemnification or advance of expenses made pursuant to this Article shall be subject to applicable requirements of the 1940 Act. The indemnification and payment of expenses provided in these Bylaws shall not be deemed exclusive of or limit in any way other rights to which any person seeking indemnification or payment of expenses may be or may become entitled under any bylaw, regulation, insurance, agreement or otherwise. 

Neither the amendment nor repeal of this Article, nor the adoption or amendment of any other provision of the Bylaws or Charter inconsistent with this Article, shall apply to or affect in any respect the applicability of the preceding paragraph with respect to any act or failure to act which occurred prior to such amendment, repeal or adoption. 

The Investment Advisory Contract between the Registrant and AllianceBernstein L.P. provides that AllianceBernstein L.P. will not be liable under such agreement for any mistake of judgment or in any event whatsoever, except for lack of good faith, and that nothing therein shall be deemed to protect, or purport to protect, AllianceBernstein L.P. against any liability to Registrant or its security holders to which it would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder, or by reason of its reckless disregard of its obligations and duties thereunder.

The Distribution Services Agreement between the Registrant and Foreside Fund Services, LLC (the “Distributor”) provides that the Registrant agrees to indemnify and hold harmless the Distributor, its affiliates and each of their respective directors, officers and employees and agents and any person who controls the Distributor within the meaning of Section 15 of the Securities Act of 1933, as amended (the “1933 Act”) (any of the Distributor, its officers, employees, agents and directors or such control persons, for purposes of this paragraph, a “Distributor Indemnitee”) against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages or expense and reasonable counsel fees incurred in connection therewith) (“Losses”) that a Distributor Indemnitee may incur arising out of or based upon: (i) Distributor serving as distributor for the Registrant pursuant to the Distribution Services Agreement; (ii) the allegation of any wrongful act of the Registrant or any of its directors, officers, employees or affiliates in connection with its duties and responsibilities in the Distribution Services Agreement; (iii) any claim that the Registration Statement, Prospectus, Statement of Additional Information, product description, shareholder reports, Marketing Materials and advertisements specifically approved by the Registrant and Investment Adviser or other information filed or made public by the Registrant (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein (and in the case of the Prospectus, Statement of Additional Information and product description, in light of the circumstances under which they were made) not misleading under the 1933 Act, or any other statute or the common law, unless such statement or omission was made in reliance upon, and in conformity with, information furnished to the Registrant, in writing, by the Distributor for use in such Registration Statement, Prospectus, Statement of Additional Information, product description, shareholder report, Marketing Materials or advertisement; (iv) the breach by the Registrant of any obligation, representation or warranty contained in the Distribution Services Agreement; or (v) the Registrant’s failure to comply in any material respect with applicable securities laws. The Distributor shall act in good faith and in a commercially reasonable manner to mitigate any Losses it may suffer.

In no case (i) is the indemnification provided by an indemnifying party to be deemed to protect against any liability the indemnified party would otherwise be subject to by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under the Distribution Services Agreement, or (ii) is the indemnifying party to be liable under Section 6 of the Distribution Services Agreement with respect to any claim made against any indemnified party unless the indemnified party notifies the indemnifying party in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the indemnified party (or after the indemnified party shall have received notice of service on any designated agent). 

The foregoing summaries are qualified by the entire text of Registrant’s articles of Restatement of Articles of Incorporation, Amended and Restated By-Laws, the Investment Advisory Contract between the Registrant and AllianceBernstein L.P. and the Distribution Services Agreement between the Registrant and Foreside Fund Services, LLC.

Insofar as indemnification for liabilities arising under the 1933 Act may be permitted to directors, officers and controlling persons of the Registrant by the Registrant pursuant to the Registrant’s organizational instruments or otherwise, the Registrant is aware that in the opinion of the Securities and Exchange Commission (“SEC”), such indemnification is against public policy as expressed in the 1933 Act and, therefore, is 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.

In accordance with Release No. IC-11330 (September 2, 1980), the Registrant will indemnify its directors, officers, investment adviser and principal underwriters only if (1) a final decision on the merits was issued by the court or other body before whom the proceeding was brought that the person to be indemnified (the “indemnitee”) was not liable by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office (“disabling conduct”) or (2) a reasonable determination is made, based upon a review of the facts, that the indemnitee was not liable by reason of disabling conduct, by (a) the vote of a majority of a quorum of the directors who are neither “interested persons” of the Registrant as defined in section 2(a)(19) of the Investment Company Act of 1940 nor parties to the proceeding (“disinterested, non-party directors”), or (b) an independent legal counsel in a written opinion. The Registrant will advance attorneys fees or other expenses incurred by its directors, officers, investment adviser or principal underwriters in defending a proceeding, upon the undertaking by or on behalf of the indemnitee to repay the advance unless it is ultimately determined that he is entitled to indemnification and, as a condition to the advance, (1) the indemnitee shall provide a security for his undertaking, (2) the Registrant shall be insured against losses arising by reason of any lawful advances, or (3) a majority of a quorum of disinterested, non-party directors of the Registrant, or an independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe that the indemnitee ultimately will be found entitled to indemnification. 

The Registrant participates in a joint director’s liability insurance policy issued by the ICI Mutual Insurance Company. Under this policy, outside trustees and directors are covered up to the limits specified for any claim against them for acts committed in their capacities as trustee or director. A pro rata share of the premium for this coverage is charged to each participating investment company. In addition, the Adviser’s liability insurance policy, which is issued by a number of underwriters, including Greenwich Insurance Company as primary underwriter, extends to officers of the Registrant and such officers are covered up to the limits specified for any claim against them for acts committed in their capacities as officers of the investment companies sponsored by the Adviser. 

The independent directors and the interested advisory director (each an “Indemnitee”) have entered into an indemnification agreement with the Registrant under which the Registrant has agreed to indemnify each Indemnitee against any covered expense and covered liability reasonably

incurred by the Indemnitee in connection with any covered proceeding arising as a result of the Indemnitee’s service to the Registrant, to the fullest extent permitted by law. In addition, the indemnification agreement adopts certain presumptions and procedures that may make the indemnification process and advancement of expenses more efficient.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement on Form N-14 to be signed on its behalf by the undersigned, duly authorized, in the City and State of New York, on the 26^th day of June, 2026.

As required by the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated:

Index to Exhibits

ATTACHMENTS / EXHIBITS

SEWARD KISSEL LLP

d12178183_ex-14.htm

d12178183_ex-16.htm