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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM N-CSR

 

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-05398

 

 

AB VARIABLE PRODUCTS SERIES FUND, INC.

(Exact name of registrant as specified in charter)

 

 

66 Hudson Boulevard East

New York, New York 10005

(Address of principal executive offices) (Zip code)

 

 

Stephen M. Woetzel

AllianceBernstein L.P.

66 Hudson Boulevard East

New York, New York 10005

(Name and address of agent for service)

 

 

Registrant’s telephone number, including area code: (800) 221-5672

Date of fiscal year end: December 31, 2026

Date of reporting period: June 30, 2026

 

 
 


ITEM 1. REPORTS TO STOCKHOLDERS.

Class A

June 30, 2026 

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Portfolio Information

AB VPS Discovery Value Portfolio 

Semi-Annual Shareholder Report 

This semi-annual shareholder report contains important information about the AB VPS Discovery Value Portfolio (the “Portfolio”) for the period of January 1, 2026 to June 30, 2026. You can find additional information about the Portfolio at https://www.abfunds.com/link/AB/64VQ-A-S. You can also request this information by contacting us at (800) 227 4618.

What were the Portfolio costs for the last six months?

(Based on a hypothetical $10,000 investment)

Table Summary
Class Name
Cost of a $10,000 investment
Costs paid as a percentage of a $10,000 investment
Class A
$44
0.80%Footnote Reference*
Footnote Description
Footnote*
Annualized

Key Portfolio Statistics

Table Summary
Net Assets
$768,406,213
# of Portfolio Holdings
102
Portfolio Turnover Rate
35%
Total Advisory Fees Paid (Net)
$2,685,784

Graphical Representation of Holdings

10 Top Holdings

Table Summary
Company
U.S. $ Value
% of Net Assets
US Foods Holding Corp.
$12,969,799
1.7%
Hanover Insurance Group, Inc. (The)
$12,551,928
1.6%
BorgWarner, Inc.
$12,470,053
1.6%
Reliance, Inc.
$12,461,802
1.6%
Regal Rexnord Corp.
$11,970,000
1.6%
F5, Inc.
$11,808,272
1.5%
IDACORP, Inc.
$11,604,256
1.5%
UMB Financial Corp.
$11,356,986
1.5%
Tenet Healthcare Corp.
$11,088,231
1.5%
Everest Group Ltd.
$11,078,060
1.4%
Total
$119,359,387
15.5%

Sector Breakdown (% of Net Assets)

Table Summary
Industrials
23.3%
Financials
16.5%
Information Technology
12.8%
Consumer Discretionary
11.7%
Health Care
9.3%
Real Estate
6.9%
Materials
6.5%
Consumer Staples
5.7%
Utilities
3.5%
Energy
3.1%
Short-Term Investments
1.9%
Other assets less liabilities
-1.2%
Total
100.0%

Class A

1

Availability of Additional Information 

You can find additional information on the Portfolio’s website at https://www.abfunds.com/link/AB/64VQ-A-S, including the Portfolio's:

•   Prospectus

•   Financial information

•   Portfolio holdings

•   Proxy voting information

You can also request this information by contacting us at (800) 227 4618.

Householding

Shareholders who have consented to receive a single annual or semi-annual shareholder report at a shared address may revoke this consent by contacting us at (800) 227 4618.

 

The [A/B] logo and AllianceBernstein® are registered trademarks used by permission of the owner, AllianceBernstein L.P.

VPS-DV-A-0154-0626

Class A

2

Class B

June 30, 2026 

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Portfolio Information

AB VPS Discovery Value Portfolio 

Semi-Annual Shareholder Report 

This semi-annual shareholder report contains important information about the AB VPS Discovery Value Portfolio (the “Portfolio”) for the period of January 1, 2026 to June 30, 2026. You can find additional information about the Portfolio at https://www.abfunds.com/link/AB/64VQ-B-S. You can also request this information by contacting us at (800) 227 4618.

What were the Portfolio costs for the last six months?

(Based on a hypothetical $10,000 investment)

Table Summary
Class Name
Cost of a $10,000 investment
Costs paid as a percentage of a $10,000 investment
Class B
$57
1.05%Footnote Reference*
Footnote Description
Footnote*
Annualized

Key Portfolio Statistics

Table Summary
Net Assets
$768,406,213
# of Portfolio Holdings
102
Portfolio Turnover Rate
35%
Total Advisory Fees Paid (Net)
$2,685,784

Graphical Representation of Holdings

10 Top Holdings

Table Summary
Company
U.S. $ Value
% of Net Assets
US Foods Holding Corp.
$12,969,799
1.7%
Hanover Insurance Group, Inc. (The)
$12,551,928
1.6%
BorgWarner, Inc.
$12,470,053
1.6%
Reliance, Inc.
$12,461,802
1.6%
Regal Rexnord Corp.
$11,970,000
1.6%
F5, Inc.
$11,808,272
1.5%
IDACORP, Inc.
$11,604,256
1.5%
UMB Financial Corp.
$11,356,986
1.5%
Tenet Healthcare Corp.
$11,088,231
1.5%
Everest Group Ltd.
$11,078,060
1.4%
Total
$119,359,387
15.5%

Sector Breakdown (% of Net Assets)

Table Summary
Industrials
23.3%
Financials
16.5%
Information Technology
12.8%
Consumer Discretionary
11.7%
Health Care
9.3%
Real Estate
6.9%
Materials
6.5%
Consumer Staples
5.7%
Utilities
3.5%
Energy
3.1%
Short-Term Investments
1.9%
Other assets less liabilities
-1.2%
Total
100.0%

Class B

1

Availability of Additional Information 

You can find additional information on the Portfolio’s website at https://www.abfunds.com/link/AB/64VQ-B-S, including the Portfolio's:

•   Prospectus

•   Financial information

•   Portfolio holdings

•   Proxy voting information

You can also request this information by contacting us at (800) 227 4618.

Householding

Shareholders who have consented to receive a single annual or semi-annual shareholder report at a shared address may revoke this consent by contacting us at (800) 227 4618.

 

The [A/B] logo and AllianceBernstein® are registered trademarks used by permission of the owner, AllianceBernstein L.P.

VPS-DV-B-0154-0626

Class B

2

Class A

June 30, 2026 

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Portfolio Information

AB VPS Dynamic Asset Allocation Portfolio 

Semi-Annual Shareholder Report 

This semi-annual shareholder report contains important information about the AB VPS Dynamic Asset Allocation Portfolio (the “Portfolio”) for the period of January 1, 2026 to June 30, 2026. You can find additional information about the Portfolio at https://www.abfunds.com/link/AB/64VD-A-S. You can also request this information by contacting us at (800) 227 4618.

What were the Portfolio costs for the last six months?

(Based on a hypothetical $10,000 investment)

Table Summary
Class Name
Cost of a $10,000 investment
Costs paid as a percentage of a $10,000 investment
Class A
$43
0.85%Footnote Reference*
Footnote Description
Footnote*
Annualized

Key Portfolio Statistics

Table Summary
Net Assets
$238,983,900
# of Portfolio Holdings
1,396
Portfolio Turnover Rate
9%
Total Advisory Fees Paid (Net)
$764,317

Graphical Representation of Holdings

10 Top Holdings

Table Summary
Company
U.S. $ Value
% of Net Assets
NVIDIA Corp.
$7,810,113
3.3%
Apple, Inc.
$7,183,073
3.0%
U.S. Treasury Notes, 2.25%, due 11/15/27
$5,290,587
2.2%
Microsoft Corp.
$4,449,383
1.8%
Amazon.com, Inc.
$3,900,434
1.6%
Alphabet, Inc. - Class A
$3,517,950
1.5%
Broadcom, Inc.
$2,872,789
1.2%
U.S. Treasury Notes, 1.00%, due 07/31/28
$2,785,920
1.2%
Alphabet, Inc. - Class C
$2,761,627
1.2%
U.S. Treasury Notes, 4.25%, due 03/31/33
$2,440,732
1.0%
Total
$43,012,608
18.0%

Security Type Breakdown (% of Net Assets)

Table Summary
Common Stocks
63.1%
Governments - Treasuries
34.1%
Agencies
0.7%
Purchased Options - Puts
0.5%
Rights
0.0%
Warrants
0.0%
Short-Term Investments
0.7%
Other assets less liabilities
0.9%
Total
100.0%

Class A

1

Availability of Additional Information 

You can find additional information on the Portfolio’s website at https://www.abfunds.com/link/AB/64VD-A-S, including the Portfolio's:

•   Prospectus

•   Financial information

•   Portfolio holdings

•   Proxy voting information

You can also request this information by contacting us at (800) 227 4618.

Householding

Shareholders who have consented to receive a single annual or semi-annual shareholder report at a shared address may revoke this consent by contacting us at (800) 227 4618.

 

The [A/B] logo and AllianceBernstein® are registered trademarks used by permission of the owner, AllianceBernstein L.P.

VPS-DAA-A-0154-0626

Class A

2

Class B

June 30, 2026 

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Portfolio Information

AB VPS Dynamic Asset Allocation Portfolio 

Semi-Annual Shareholder Report 

This semi-annual shareholder report contains important information about the AB VPS Dynamic Asset Allocation Portfolio (the “Portfolio”) for the period of January 1, 2026 to June 30, 2026. You can find additional information about the Portfolio at https://www.abfunds.com/link/AB/64VD-B-S. You can also request this information by contacting us at (800) 227 4618.

What were the Portfolio costs for the last six months?

(Based on a hypothetical $10,000 investment)

Table Summary
Class Name
Cost of a $10,000 investment
Costs paid as a percentage of a $10,000 investment
Class B
$56
1.10%Footnote Reference*
Footnote Description
Footnote*
Annualized

Key Portfolio Statistics

Table Summary
Net Assets
$238,983,900
# of Portfolio Holdings
1,396
Portfolio Turnover Rate
9%
Total Advisory Fees Paid (Net)
$764,317

Graphical Representation of Holdings

10 Top Holdings

Table Summary
Company
U.S. $ Value
% of Net Assets
NVIDIA Corp.
$7,810,113
3.3%
Apple, Inc.
$7,183,073
3.0%
U.S. Treasury Notes, 2.25%, due 11/15/27
$5,290,587
2.2%
Microsoft Corp.
$4,449,383
1.8%
Amazon.com, Inc.
$3,900,434
1.6%
Alphabet, Inc. - Class A
$3,517,950
1.5%
Broadcom, Inc.
$2,872,789
1.2%
U.S. Treasury Notes, 1.00%, due 07/31/28
$2,785,920
1.2%
Alphabet, Inc. - Class C
$2,761,627
1.2%
U.S. Treasury Notes, 4.25%, due 03/31/33
$2,440,732
1.0%
Total
$43,012,608
18.0%

Security Type Breakdown (% of Net Assets)

Table Summary
Common Stocks
63.1%
Governments - Treasuries
34.1%
Agencies
0.7%
Purchased Options - Puts
0.5%
Rights
0.0%
Warrants
0.0%
Short-Term Investments
0.7%
Other assets less liabilities
0.9%
Total
100.0%

Class B

1

Availability of Additional Information 

You can find additional information on the Portfolio’s website at https://www.abfunds.com/link/AB/64VD-B-S, including the Portfolio's:

•   Prospectus

•   Financial information

•   Portfolio holdings

•   Proxy voting information

You can also request this information by contacting us at (800) 227 4618.

Householding

Shareholders who have consented to receive a single annual or semi-annual shareholder report at a shared address may revoke this consent by contacting us at (800) 227 4618.

 

The [A/B] logo and AllianceBernstein® are registered trademarks used by permission of the owner, AllianceBernstein L.P.

VPS-DAA-B-0154-0626

Class B

2

Class A

June 30, 2026 

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Portfolio Information

AB VPS Relative Value Portfolio 

Semi-Annual Shareholder Report 

This semi-annual shareholder report contains important information about the AB VPS Relative Value Portfolio (the “Portfolio”) for the period of January 1, 2026 to June 30, 2026. You can find additional information about the Portfolio at https://www.abfunds.com/link/AB/64VH-A-S. You can also request this information by contacting us at (800) 227 4618.

What were the Portfolio costs for the last six months?

(Based on a hypothetical $10,000 investment)

Table Summary
Class Name
Cost of a $10,000 investment
Costs paid as a percentage of a $10,000 investment
Class A
$31
0.59%Footnote Reference*
Footnote Description
Footnote*
Annualized

Key Portfolio Statistics

Table Summary
Net Assets
$1,131,763,472
# of Portfolio Holdings
80
Portfolio Turnover Rate
32%
Total Advisory Fees Paid (Net)
$2,925,796

Graphical Representation of Holdings

10 Top Holdings

Table Summary
Company
U.S. $ Value
% of Net Assets
Berkshire Hathaway, Inc. - Class B
$45,192,723
4.0%
RTX Corp.
$42,725,868
3.7%
JPMorgan Chase & Co.
$39,399,402
3.5%
Johnson & Johnson
$38,681,917
3.4%
Philip Morris International, Inc.
$35,316,165
3.1%
Alphabet, Inc. - Class C
$34,110,478
3.0%
Cisco Systems, Inc.
$33,702,798
3.0%
UnitedHealth Group, Inc.
$29,006,818
2.6%
Taiwan Semiconductor Manufacturing Co., Ltd. (Sponsored ADR)
$26,444,961
2.3%
Amazon.com, Inc.
$23,254,834
2.1%
Total
$347,835,964
30.7%

Sector Breakdown (% of Net Assets)

Table Summary
Industrials
18.0%
Financials
16.3%
Information Technology
15.3%
Health Care
13.5%
Consumer Discretionary
8.6%
Consumer Staples
8.1%
Energy
6.8%
Communication Services
6.7%
Materials
1.9%
Real Estate
1.3%
Others
0.9%
Short-Term Investments
1.8%
Other assets less liabilities
0.8%
Total
100.0%

Class A

1

Availability of Additional Information 

You can find additional information on the Portfolio’s website at https://www.abfunds.com/link/AB/64VH-A-S, including the Portfolio's:

•   Prospectus

•   Financial information

•   Portfolio holdings

•   Proxy voting information

You can also request this information by contacting us at (800) 227 4618.

Householding

Shareholders who have consented to receive a single annual or semi-annual shareholder report at a shared address may revoke this consent by contacting us at (800) 227 4618.

 

The [A/B] logo and AllianceBernstein® are registered trademarks used by permission of the owner, AllianceBernstein L.P.

VPS-RV-A-0154-0626

Class A

2

Class B

June 30, 2026 

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Portfolio Information

AB VPS Relative Value Portfolio 

Semi-Annual Shareholder Report 

This semi-annual shareholder report contains important information about the AB VPS Relative Value Portfolio (the “Portfolio”) for the period of January 1, 2026 to June 30, 2026. You can find additional information about the Portfolio at https://www.abfunds.com/link/AB/64VH-B-S. You can also request this information by contacting us at (800) 227 4618.

What were the Portfolio costs for the last six months?

(Based on a hypothetical $10,000 investment)

Table Summary
Class Name
Cost of a $10,000 investment
Costs paid as a percentage of a $10,000 investment
Class B
$44
0.84%Footnote Reference*
Footnote Description
Footnote*
Annualized

Key Portfolio Statistics

Table Summary
Net Assets
$1,131,763,472
# of Portfolio Holdings
80
Portfolio Turnover Rate
32%
Total Advisory Fees Paid (Net)
$2,925,796

Graphical Representation of Holdings

10 Top Holdings

Table Summary
Company
U.S. $ Value
% of Net Assets
Berkshire Hathaway, Inc. - Class B
$45,192,723
4.0%
RTX Corp.
$42,725,868
3.7%
JPMorgan Chase & Co.
$39,399,402
3.5%
Johnson & Johnson
$38,681,917
3.4%
Philip Morris International, Inc.
$35,316,165
3.1%
Alphabet, Inc. - Class C
$34,110,478
3.0%
Cisco Systems, Inc.
$33,702,798
3.0%
UnitedHealth Group, Inc.
$29,006,818
2.6%
Taiwan Semiconductor Manufacturing Co., Ltd. (Sponsored ADR)
$26,444,961
2.3%
Amazon.com, Inc.
$23,254,834
2.1%
Total
$347,835,964
30.7%

Sector Breakdown (% of Net Assets)

Table Summary
Industrials
18.0%
Financials
16.3%
Information Technology
15.3%
Health Care
13.5%
Consumer Discretionary
8.6%
Consumer Staples
8.1%
Energy
6.8%
Communication Services
6.7%
Materials
1.9%
Real Estate
1.3%
Others
0.9%
Short-Term Investments
1.8%
Other assets less liabilities
0.8%
Total
100.0%

Class B

1

Availability of Additional Information 

You can find additional information on the Portfolio’s website at https://www.abfunds.com/link/AB/64VH-B-S, including the Portfolio's:

•   Prospectus

•   Financial information

•   Portfolio holdings

•   Proxy voting information

You can also request this information by contacting us at (800) 227 4618.

Householding

Shareholders who have consented to receive a single annual or semi-annual shareholder report at a shared address may revoke this consent by contacting us at (800) 227 4618.

 

The [A/B] logo and AllianceBernstein® are registered trademarks used by permission of the owner, AllianceBernstein L.P.

VPS-RV-B-0154-0626

Class B

2

Class A

June 30, 2026

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Portfolio Information

AB VPS Balanced Hedged Allocation Portfolio 

Semi-Annual Shareholder Report

This semi-annual shareholder report contains important information about the AB VPS Balanced Hedged Allocation Portfolio (the “Portfolio”) for the period of January 1, 2026 to June 30, 2026. You can find additional information about the Portfolio at https://www.abfunds.com/link/AB/64VW-A-S. You can also request this information by contacting us at (800) 227 4618.

What were the Portfolio costs for the last six months?

(Based on a hypothetical $10,000 investment)

Table Summary
Class Name
Cost of a $10,000 investment
Costs paid as a percentage of a $10,000 investment
Class A
$38
0.75%Footnote Reference*
Footnote Description
Footnote*
Annualized

Key Portfolio Statistics

Table Summary
Net Assets
$151,854,121
# of Portfolio Holdings
15
Portfolio Turnover Rate
0%
Total Advisory Fees Paid (Net)
$324,191

Graphical Representation of Holdings

10 Top Holdings

Table Summary
Company
U.S. $ Value
% of Net Assets
iShares Core S&P 500 ETF
$53,395,857
35.2%
iShares Core MSCI EAFE ETF
$23,130,910
15.2%
iShares Core U.S. Aggregate Bond ETF
$23,052,442
15.2%
Vanguard Total Bond Market ETF
$22,977,330
15.1%
iShares Core MSCI Emerging Markets ETF
$11,498,192
7.6%
U.S. Treasury Inflation Index, 0.13%, due 01/15/32
$5,299,515
3.5%
Purchased Options - Calls, S&P 500 Index, USD 6800.00, due 12/17/27
$4,313,920
2.8%
Vanguard Real Estate ETF
$3,124,332
2.1%
Vanguard Mid-Cap ETF
$3,077,774
2.0%
Purchased Options - Puts, S&P 500 Index, USD 6800.00, due 12/17/27
$1,226,184
0.8%
Total
$151,096,456
99.5%

Portfolio Breakdown (% of Net Assets)

Table Summary
Investment Companies
92.4%
Inflation-Linked Securities
3.5%
Purchased Options - Calls
2.9%
Purchased Options - Puts
1.0%
Common Stocks
0.0%
Short-Term Investments
0.0%
Other assets less liabilities
0.2%
Total
100.0%

Class A

1

Availability of Additional Information 

You can find additional information on the Portfolio’s website at https://www.abfunds.com/link/AB/64VW-A-S, including the Portfolio's:

•   Prospectus

•   Financial information

•   Portfolio holdings

•   Proxy voting information

You can also request this information by contacting us at (800) 227 4618.

Householding

Shareholders who have consented to receive a single annual or semi-annual shareholder report at a shared address may revoke this consent by contacting us at (800) 227 4618.

 

The [A/B] logo and AllianceBernstein® are registered trademarks used by permission of the owner, AllianceBernstein L.P.

VPS-BHA-A-0154-0626

Class A

2

Class B

June 30, 2026

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Portfolio Information

AB VPS Balanced Hedged Allocation Portfolio 

Semi-Annual Shareholder Report

This semi-annual shareholder report contains important information about the AB VPS Balanced Hedged Allocation Portfolio (the “Portfolio”) for the period of January 1, 2026 to June 30, 2026. You can find additional information about the Portfolio at https://www.abfunds.com/link/AB/64VW-B-S. You can also request this information by contacting us at (800) 227 4618.

What were the Portfolio costs for the last six months?

(Based on a hypothetical $10,000 investment)

Table Summary
Class Name
Cost of a $10,000 investment
Costs paid as a percentage of a $10,000 investment
Class B
$51
1.00%Footnote Reference*
Footnote Description
Footnote*
Annualized

Key Portfolio Statistics

Table Summary
Net Assets
$151,854,121
# of Portfolio Holdings
15
Portfolio Turnover Rate
0%
Total Advisory Fees Paid (Net)
$324,191

Graphical Representation of Holdings

10 Top Holdings

Table Summary
Company
U.S. $ Value
% of Net Assets
iShares Core S&P 500 ETF
$53,395,857
35.2%
iShares Core MSCI EAFE ETF
$23,130,910
15.2%
iShares Core U.S. Aggregate Bond ETF
$23,052,442
15.2%
Vanguard Total Bond Market ETF
$22,977,330
15.1%
iShares Core MSCI Emerging Markets ETF
$11,498,192
7.6%
U.S. Treasury Inflation Index, 0.13%, due 01/15/32
$5,299,515
3.5%
Purchased Options - Calls, S&P 500 Index, USD 6800.00, due 12/17/27
$4,313,920
2.8%
Vanguard Real Estate ETF
$3,124,332
2.1%
Vanguard Mid-Cap ETF
$3,077,774
2.0%
Purchased Options - Puts, S&P 500 Index, USD 6800.00, due 12/17/27
$1,226,184
0.8%
Total
$151,096,456
99.5%

Portfolio Breakdown (% of Net Assets)

Table Summary
Investment Companies
92.4%
Inflation-Linked Securities
3.5%
Purchased Options - Calls
2.9%
Purchased Options - Puts
1.0%
Common Stocks
0.0%
Short-Term Investments
0.0%
Other assets less liabilities
0.2%
Total
100.0%

Class B

1

Availability of Additional Information 

You can find additional information on the Portfolio’s website at https://www.abfunds.com/link/AB/64VW-B-S, including the Portfolio's:

•   Prospectus

•   Financial information

•   Portfolio holdings

•   Proxy voting information

You can also request this information by contacting us at (800) 227 4618.

Householding

Shareholders who have consented to receive a single annual or semi-annual shareholder report at a shared address may revoke this consent by contacting us at (800) 227 4618.

 

The [A/B] logo and AllianceBernstein® are registered trademarks used by permission of the owner, AllianceBernstein L.P.

VPS-BHA-B-0154-0626

Class B

2

Class A

June 30, 2026 

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AB VPS International Value Portfolio 

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Portfolio Information

Semi-Annual Shareholder Report 

This semi-annual shareholder report contains important information about the AB VPS International Value Portfolio (the “Portfolio”) for the period of January 1, 2026 to June 30, 2026. You can find additional information about the Portfolio at https://www.abfunds.com/link/AB/64VF-A-S. You can also request this information by contacting us at (800) 227 4618.

What were the Portfolio costs for the last six months?

(Based on a hypothetical $10,000 investment)

Table Summary
Class Name
Cost of a $10,000 investment
Costs paid as a percentage of a $10,000 investment
Class A
$46
0.88%Footnote Reference*
Footnote Description
Footnote*
Annualized

Key Portfolio Statistics

Table Summary
Net Assets
$328,115,991
# of Portfolio Holdings
65
Portfolio Turnover Rate
23%
Total Advisory Fees Paid (Net)
$1,213,140

Graphical Representation of Holdings

10 Top Holdings

Table Summary
Company
U.S. $ Value
% of Net Assets
Tokyo Electron Ltd.
$12,557,713
3.8%
Shell PLC
$10,349,799
3.2%
Roche Holding AG
$8,365,194
2.5%
Sony Group Corp.
$7,407,668
2.3%
Resona Holdings, Inc.
$7,319,550
2.2%
Taiwan Semiconductor Manufacturing Co., Ltd.
$6,784,562
2.1%
Airbus SE
$6,647,606
2.0%
Industria de Diseno Textil SA
$6,415,996
2.0%
Anheuser-Busch InBev SA/NV
$6,339,687
1.9%
Novo Nordisk A/S - Class B
$6,333,262
1.9%
Total
$78,521,037
23.9%

Class A

1

Country Breakdown (% of Net Assets)

Table Summary
Japan
21.0%
United Kingdom
16.3%
France
12.1%
United States
9.1%
Italy
5.0%
Netherlands
4.5%
Denmark
3.6%
Spain
3.3%
Hong Kong
2.6%
Switzerland
2.6%
Germany
2.3%
Taiwan
2.1%
Belgium
1.9%
South Africa
1.8%
Others
9.4%
Short-Term Investments
2.1%
Other assets less liabilities
0.3%
Total
100.0%

Sector Breakdown (% of Net Assets)

Table Summary
Financials
23.4%
Industrials
18.7%
Health Care
10.1%
Consumer Discretionary
9.0%
Information Technology
8.8%
Consumer Staples
7.0%
Materials
6.3%
Communication Services
5.7%
Energy
4.3%
Real Estate
2.6%
Others
1.7%
Short-Term Investments
2.1%
Other assets less liabilities
0.3%
Total
100.0%

Availability of Additional Information 

You can find additional information on the Portfolio’s website at https://www.abfunds.com/link/AB/64VF-A-S, including the Portfolio's:

•   Prospectus

•   Financial information

•   Portfolio holdings

•   Proxy voting information

You can also request this information by contacting us at (800) 227 4618.

Householding

Shareholders who have consented to receive a single annual or semi-annual shareholder report at a shared address may revoke this consent by contacting us at (800) 227 4618.

 

The [A/B] logo and AllianceBernstein® are registered trademarks used by permission of the owner, AllianceBernstein L.P.

VPS-IV-A-0154-0626

Class A

2

Class B

June 30, 2026 

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AB VPS International Value Portfolio 

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Portfolio Information

Semi-Annual Shareholder Report 

This semi-annual shareholder report contains important information about the AB VPS International Value Portfolio (the “Portfolio”) for the period of January 1, 2026 to June 30, 2026. You can find additional information about the Portfolio at https://www.abfunds.com/link/AB/64VF-B-S. You can also request this information by contacting us at (800) 227 4618.

What were the Portfolio costs for the last six months?

(Based on a hypothetical $10,000 investment)

Table Summary
Class Name
Cost of a $10,000 investment
Costs paid as a percentage of a $10,000 investment
Class B
$59
1.13%Footnote Reference*
Footnote Description
Footnote*
Annualized

Key Portfolio Statistics

Table Summary
Net Assets
$328,115,991
# of Portfolio Holdings
65
Portfolio Turnover Rate
23%
Total Advisory Fees Paid (Net)
$1,213,140

Graphical Representation of Holdings

10 Top Holdings

Table Summary
Company
U.S. $ Value
% of Net Assets
Tokyo Electron Ltd.
$12,557,713
3.8%
Shell PLC
$10,349,799
3.2%
Roche Holding AG
$8,365,194
2.5%
Sony Group Corp.
$7,407,668
2.3%
Resona Holdings, Inc.
$7,319,550
2.2%
Taiwan Semiconductor Manufacturing Co., Ltd.
$6,784,562
2.1%
Airbus SE
$6,647,606
2.0%
Industria de Diseno Textil SA
$6,415,996
2.0%
Anheuser-Busch InBev SA/NV
$6,339,687
1.9%
Novo Nordisk A/S - Class B
$6,333,262
1.9%
Total
$78,521,037
23.9%

Class B

1

Country Breakdown (% of Net Assets)

Table Summary
Japan
21.0%
United Kingdom
16.3%
France
12.1%
United States
9.1%
Italy
5.0%
Netherlands
4.5%
Denmark
3.6%
Spain
3.3%
Hong Kong
2.6%
Switzerland
2.6%
Germany
2.3%
Taiwan
2.1%
Belgium
1.9%
South Africa
1.8%
Others
9.4%
Short-Term Investments
2.1%
Other assets less liabilities
0.3%
Total
100.0%

Sector Breakdown (% of Net Assets)

Table Summary
Financials
23.4%
Industrials
18.7%
Health Care
10.1%
Consumer Discretionary
9.0%
Information Technology
8.8%
Consumer Staples
7.0%
Materials
6.3%
Communication Services
5.7%
Energy
4.3%
Real Estate
2.6%
Others
1.7%
Short-Term Investments
2.1%
Other assets less liabilities
0.3%
Total
100.0%

Availability of Additional Information 

You can find additional information on the Portfolio’s website at https://www.abfunds.com/link/AB/64VF-B-S, including the Portfolio's:

•   Prospectus

•   Financial information

•   Portfolio holdings

•   Proxy voting information

You can also request this information by contacting us at (800) 227 4618.

Householding

Shareholders who have consented to receive a single annual or semi-annual shareholder report at a shared address may revoke this consent by contacting us at (800) 227 4618.

 

The [A/B] logo and AllianceBernstein® are registered trademarks used by permission of the owner, AllianceBernstein L.P.

VPS-IV-B-0154-0626

Class B

2

Class A

June 30, 2026 

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Portfolio Information

AB VPS Large Cap Growth Portfolio 

Semi-Annual Shareholder Report 

This semi-annual shareholder report contains important information about the AB VPS Large Cap Growth Portfolio (the “Portfolio”) for the period of January 1, 2026 to June 30, 2026. You can find additional information about the Portfolio at https://www.abfunds.com/link/AB/64VL-A-S. You can also request this information by contacting us at (800) 227 4618.

What were the Portfolio costs for the last six months?

(Based on a hypothetical $10,000 investment)

Table Summary
Class Name
Cost of a $10,000 investment
Costs paid as a percentage of a $10,000 investment
Class A
$32
0.64%Footnote Reference*
Footnote Description
Footnote*
Annualized

Key Portfolio Statistics

Table Summary
Net Assets
$1,038,275,945
# of Portfolio Holdings
63
Portfolio Turnover Rate
12%
Total Advisory Fees Paid (Net)
$2,968,864

Graphical Representation of Holdings

10 Top Holdings

Table Summary
Company
U.S. $ Value
% of Net Assets
NVIDIA Corp.
$105,173,107
10.1%
Alphabet, Inc. - Class C
$93,291,133
9.0%
Broadcom, Inc.
$58,012,956
5.6%
Microsoft Corp.
$56,678,897
5.4%
Meta Platforms, Inc. - Class A
$44,355,145
4.3%
Visa, Inc. - Class A
$41,073,363
4.0%
Amazon.com, Inc.
$35,497,645
3.4%
Eli Lilly & Co.
$34,321,689
3.3%
Apple, Inc.
$31,305,858
3.0%
Taiwan Semiconductor Manufacturing Co., Ltd. (Sponsored ADR)
$29,284,593
2.8%
Total
$528,994,386
50.9%

Sector Breakdown (% of Net Assets)

Table Summary
Information Technology
40.0%
Communication Services
16.2%
Health Care
12.3%
Consumer Discretionary
9.2%
Industrials
7.9%
Financials
5.8%
Consumer Staples
4.8%
Materials
1.1%
Short-Term Investments
2.8%
Other assets less liabilities
-0.1%
Total
100.0%

Class A

1

Availability of Additional Information 

You can find additional information on the Portfolio’s website at https://www.abfunds.com/link/AB/64VL-A-S, including the Portfolio's:

•   Prospectus

•   Financial information

•   Portfolio holdings

•   Proxy voting information

You can also request this information by contacting us at (800) 227 4618.

Householding

Shareholders who have consented to receive a single annual or semi-annual shareholder report at a shared address may revoke this consent by contacting us at (800) 227 4618.

 

The [A/B] logo and AllianceBernstein® are registered trademarks used by permission of the owner, AllianceBernstein L.P.

VPS-LCG-A-0154-0626

Class A

2

Class B

June 30, 2026 

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Portfolio Information

AB VPS Large Cap Growth Portfolio 

Semi-Annual Shareholder Report 

This semi-annual shareholder report contains important information about the AB VPS Large Cap Growth Portfolio (the “Portfolio”) for the period of January 1, 2026 to June 30, 2026. You can find additional information about the Portfolio at https://www.abfunds.com/link/AB/64VL-B-S. You can also request this information by contacting us at (800) 227 4618.

What were the Portfolio costs for the last six months?

(Based on a hypothetical $10,000 investment)

Table Summary
Class Name
Cost of a $10,000 investment
Costs paid as a percentage of a $10,000 investment
Class B
$45
0.89%Footnote Reference*
Footnote Description
Footnote*
Annualized

Key Portfolio Statistics

Table Summary
Net Assets
$1,038,275,945
# of Portfolio Holdings
63
Portfolio Turnover Rate
12%
Total Advisory Fees Paid (Net)
$2,968,864

Graphical Representation of Holdings

10 Top Holdings

Table Summary
Company
U.S. $ Value
% of Net Assets
NVIDIA Corp.
$105,173,107
10.1%
Alphabet, Inc. - Class C
$93,291,133
9.0%
Broadcom, Inc.
$58,012,956
5.6%
Microsoft Corp.
$56,678,897
5.4%
Meta Platforms, Inc. - Class A
$44,355,145
4.3%
Visa, Inc. - Class A
$41,073,363
4.0%
Amazon.com, Inc.
$35,497,645
3.4%
Eli Lilly & Co.
$34,321,689
3.3%
Apple, Inc.
$31,305,858
3.0%
Taiwan Semiconductor Manufacturing Co., Ltd. (Sponsored ADR)
$29,284,593
2.8%
Total
$528,994,386
50.9%

Sector Breakdown (% of Net Assets)

Table Summary
Information Technology
40.0%
Communication Services
16.2%
Health Care
12.3%
Consumer Discretionary
9.2%
Industrials
7.9%
Financials
5.8%
Consumer Staples
4.8%
Materials
1.1%
Short-Term Investments
2.8%
Other assets less liabilities
-0.1%
Total
100.0%

Class B

1

Availability of Additional Information 

You can find additional information on the Portfolio’s website at https://www.abfunds.com/link/AB/64VL-B-S, including the Portfolio's:

•   Prospectus

•   Financial information

•   Portfolio holdings

•   Proxy voting information

You can also request this information by contacting us at (800) 227 4618.

Householding

Shareholders who have consented to receive a single annual or semi-annual shareholder report at a shared address may revoke this consent by contacting us at (800) 227 4618.

 

The [A/B] logo and AllianceBernstein® are registered trademarks used by permission of the owner, AllianceBernstein L.P.

VPS-LCG-B-0154-0626

Class B

2

Class A

June 30, 2026 

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Portfolio Information

AB VPS Small Cap Growth Portfolio 

Semi-Annual Shareholder Report 

This semi-annual shareholder report contains important information about the AB VPS Small Cap Growth Portfolio (the “Portfolio”) for the period of January 1, 2026 to June 30, 2026. You can find additional information about the Portfolio at https://www.abfunds.com/link/AB/64VS-A-S. You can also request this information by contacting us at (800) 227 4618.

What were the Portfolio costs for the last six months?

(Based on a hypothetical $10,000 investment)

Table Summary
Class Name
Cost of a $10,000 investment
Costs paid as a percentage of a $10,000 investment
Class A
$50
0.90%Footnote Reference*
Footnote Description
Footnote*
Annualized

Key Portfolio Statistics

Table Summary
Net Assets
$57,184,346
# of Portfolio Holdings
116
Portfolio Turnover Rate
70%
Total Advisory Fees Paid (Net)
$75,258

Graphical Representation of Holdings

10 Top Holdings

Table Summary
Company
U.S. $ Value
% of Net Assets
Moog, Inc. - Class A
$1,110,037
1.9%
BrightSpring Health Services, Inc.
$1,058,235
1.9%
ESCO Technologies, Inc.
$932,857
1.6%
Chefs' Warehouse, Inc. (The)
$930,440
1.6%
Ultra Clean Holdings, Inc.
$913,432
1.6%
SiTime Corp.
$886,471
1.6%
Semtech Corp.
$879,008
1.5%
Guardant Health, Inc.
$868,974
1.5%
FirstCash Holdings, Inc.
$850,138
1.5%
Glaukos Corp.
$835,485
1.5%
Total
$9,265,077
16.2%

Sector Breakdown (% of Net Assets)

Table Summary
Health Care
25.8%
Industrials
23.4%
Information Technology
22.5%
Financials
9.4%
Consumer Discretionary
9.3%
Energy
3.5%
Consumer Staples
3.1%
Materials
2.7%
Communication Services
0.5%
Short-Term Investments
4.2%
Other assets less liabilities
-4.4%
Total
100.0%

Class A

1

Availability of Additional Information 

You can find additional information on the Portfolio’s website at https://www.abfunds.com/link/AB/64VS-A-S, including the Portfolio's:

•   Prospectus

•   Financial information

•   Portfolio holdings

•   Proxy voting information

You can also request this information by contacting us at (800) 227 4618.

Householding

Shareholders who have consented to receive a single annual or semi-annual shareholder report at a shared address may revoke this consent by contacting us at (800) 227 4618.

 

The [A/B] logo and AllianceBernstein® are registered trademarks used by permission of the owner, AllianceBernstein L.P.

VPS-SCG-A-0154-0626

Class A

2

Class B

June 30, 2026 

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Portfolio Information

AB VPS Small Cap Growth Portfolio 

Semi-Annual Shareholder Report 

This semi-annual shareholder report contains important information about the AB VPS Small Cap Growth Portfolio (the “Portfolio”) for the period of January 1, 2026 to June 30, 2026. You can find additional information about the Portfolio at https://www.abfunds.com/link/AB/64VS-B-S. You can also request this information by contacting us at (800) 227 4618.

What were the Portfolio costs for the last six months?

(Based on a hypothetical $10,000 investment)

Table Summary
Class Name
Cost of a $10,000 investment
Costs paid as a percentage of a $10,000 investment
Class B
$64
1.15%Footnote Reference*
Footnote Description
Footnote*
Annualized

Key Portfolio Statistics

Table Summary
Net Assets
$57,184,346
# of Portfolio Holdings
116
Portfolio Turnover Rate
70%
Total Advisory Fees Paid (Net)
$75,258

Graphical Representation of Holdings

10 Top Holdings

Table Summary
Company
U.S. $ Value
% of Net Assets
Moog, Inc. - Class A
$1,110,037
1.9%
BrightSpring Health Services, Inc.
$1,058,235
1.9%
ESCO Technologies, Inc.
$932,857
1.6%
Chefs' Warehouse, Inc. (The)
$930,440
1.6%
Ultra Clean Holdings, Inc.
$913,432
1.6%
SiTime Corp.
$886,471
1.6%
Semtech Corp.
$879,008
1.5%
Guardant Health, Inc.
$868,974
1.5%
FirstCash Holdings, Inc.
$850,138
1.5%
Glaukos Corp.
$835,485
1.5%
Total
$9,265,077
16.2%

Sector Breakdown (% of Net Assets)

Table Summary
Health Care
25.8%
Industrials
23.4%
Information Technology
22.5%
Financials
9.4%
Consumer Discretionary
9.3%
Energy
3.5%
Consumer Staples
3.1%
Materials
2.7%
Communication Services
0.5%
Short-Term Investments
4.2%
Other assets less liabilities
-4.4%
Total
100.0%

Class B

1

Availability of Additional Information 

You can find additional information on the Portfolio’s website at https://www.abfunds.com/link/AB/64VS-B-S, including the Portfolio's:

•   Prospectus

•   Financial information

•   Portfolio holdings

•   Proxy voting information

You can also request this information by contacting us at (800) 227 4618.

Householding

Shareholders who have consented to receive a single annual or semi-annual shareholder report at a shared address may revoke this consent by contacting us at (800) 227 4618.

 

The [A/B] logo and AllianceBernstein® are registered trademarks used by permission of the owner, AllianceBernstein L.P.

VPS-SCG-B-0154-0626

Class B

2

Class A

June 30, 2026 

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AB VPS Sustainable Global Thematic Portfolio 

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Portfolio Information

Semi-Annual Shareholder Report 

This semi-annual shareholder report contains important information about the AB VPS Sustainable Global Thematic Portfolio (the “Portfolio”) for the period of January 1, 2026 to June 30, 2026. You can find additional information about the Portfolio at https://www.abfunds.com/link/AB/64VA-A-S. You can also request this information by contacting us at (800) 227 4618.

What were the Portfolio costs for the last six months?

(Based on a hypothetical $10,000 investment)

Table Summary
Class Name
Cost of a $10,000 investment
Costs paid as a percentage of a $10,000 investment
Class A
$47
0.92%Footnote Reference*
Footnote Description
Footnote*
Annualized

Key Portfolio Statistics

Table Summary
Net Assets
$159,166,724
# of Portfolio Holdings
55
Portfolio Turnover Rate
62%
Total Advisory Fees Paid (Net)
$531,237

Graphical Representation of Holdings

10 Top Holdings

Table Summary
Company
U.S. $ Value
% of Net Assets
NVIDIA Corp.
$7,984,992
5.0%
Alphabet, Inc. - Class A
$7,626,275
4.8%
Taiwan Semiconductor Manufacturing Co., Ltd.
$6,547,891
4.1%
Apple, Inc.
$5,749,583
3.6%
Rockwell Automation, Inc.
$4,233,429
2.6%
Galderma Group AG
$3,748,334
2.4%
Broadcom, Inc.
$3,486,632
2.2%
Cummins, Inc.
$3,359,219
2.1%
NXP Semiconductors NV
$3,324,585
2.1%
Emerson Electric Co.
$3,318,217
2.1%
Total
$49,379,157
31.0%

Class A

1

Country Breakdown (% of Net Assets)

Table Summary
United States
55.7%
Japan
6.6%
United Kingdom
4.8%
Taiwan
4.1%
Italy
3.6%
Switzerland
3.6%
Hong Kong
2.6%
Brazil
1.5%
South Korea
1.5%
China
1.5%
Canada
1.2%
Austria
1.2%
Finland
1.1%
Netherlands
1.1%
Others
2.9%
Short-Term Investments
6.9%
Other assets less liabilities
0.1%
Total
100.0%

Sector Breakdown (% of Net Assets)

Table Summary
Information Technology
32.8%
Industrials
20.5%
Financials
12.5%
Health Care
11.5%
Communication Services
4.8%
Utilities
3.6%
Consumer Discretionary
2.9%
Real Estate
2.0%
Energy
1.2%
Materials
1.2%
Short-Term Investments
6.9%
Other assets less liabilities
0.1%
Total
100.0%

Availability of Additional Information 

You can find additional information on the Portfolio’s website at https://www.abfunds.com/link/AB/64VA-A-S, including the Portfolio's:

•   Prospectus

•   Financial information

•   Portfolio holdings

•   Proxy voting information

You can also request this information by contacting us at (800) 227 4618.

Householding

Shareholders who have consented to receive a single annual or semi-annual shareholder report at a shared address may revoke this consent by contacting us at (800) 227 4618.

 

The [A/B] logo and AllianceBernstein® are registered trademarks used by permission of the owner, AllianceBernstein L.P.

VPS-SGT-A-0154-0626

Class A

2

Class B

June 30, 2026 

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AB VPS Sustainable Global Thematic Portfolio 

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Portfolio Information

Semi-Annual Shareholder Report 

This semi-annual shareholder report contains important information about the AB VPS Sustainable Global Thematic Portfolio (the “Portfolio”) for the period of January 1, 2026 to June 30, 2026. You can find additional information about the Portfolio at https://www.abfunds.com/link/AB/64VA-B-S. You can also request this information by contacting us at (800) 227 4618.

What were the Portfolio costs for the last six months?

(Based on a hypothetical $10,000 investment)

Table Summary
Class Name
Cost of a $10,000 investment
Costs paid as a percentage of a $10,000 investment
Class B
$59
1.17%Footnote Reference*
Footnote Description
Footnote*
Annualized

Key Portfolio Statistics

Table Summary
Net Assets
$159,166,724
# of Portfolio Holdings
55
Portfolio Turnover Rate
62%
Total Advisory Fees Paid (Net)
$531,237

Graphical Representation of Holdings

10 Top Holdings

Table Summary
Company
U.S. $ Value
% of Net Assets
NVIDIA Corp.
$7,984,992
5.0%
Alphabet, Inc. - Class A
$7,626,275
4.8%
Taiwan Semiconductor Manufacturing Co., Ltd.
$6,547,891
4.1%
Apple, Inc.
$5,749,583
3.6%
Rockwell Automation, Inc.
$4,233,429
2.6%
Galderma Group AG
$3,748,334
2.4%
Broadcom, Inc.
$3,486,632
2.2%
Cummins, Inc.
$3,359,219
2.1%
NXP Semiconductors NV
$3,324,585
2.1%
Emerson Electric Co.
$3,318,217
2.1%
Total
$49,379,157
31.0%

Class B

1

Country Breakdown (% of Net Assets)

Table Summary
United States
55.7%
Japan
6.6%
United Kingdom
4.8%
Taiwan
4.1%
Italy
3.6%
Switzerland
3.6%
Hong Kong
2.6%
Brazil
1.5%
South Korea
1.5%
China
1.5%
Canada
1.2%
Austria
1.2%
Finland
1.1%
Netherlands
1.1%
Others
2.9%
Short-Term Investments
6.9%
Other assets less liabilities
0.1%
Total
100.0%

Sector Breakdown (% of Net Assets)

Table Summary
Information Technology
32.8%
Industrials
20.5%
Financials
12.5%
Health Care
11.5%
Communication Services
4.8%
Utilities
3.6%
Consumer Discretionary
2.9%
Real Estate
2.0%
Energy
1.2%
Materials
1.2%
Short-Term Investments
6.9%
Other assets less liabilities
0.1%
Total
100.0%

Availability of Additional Information 

You can find additional information on the Portfolio’s website at https://www.abfunds.com/link/AB/64VA-B-S, including the Portfolio's:

•   Prospectus

•   Financial information

•   Portfolio holdings

•   Proxy voting information

You can also request this information by contacting us at (800) 227 4618.

Householding

Shareholders who have consented to receive a single annual or semi-annual shareholder report at a shared address may revoke this consent by contacting us at (800) 227 4618.

 

The [A/B] logo and AllianceBernstein® are registered trademarks used by permission of the owner, AllianceBernstein L.P.

VPS-SGT-B-0154-0626

Class B

2


ITEM 2. CODE OF ETHICS.

Not applicable when filing a semi-annual report to shareholders.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

Not applicable when filing a semi-annual report to shareholders.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Not applicable when filing a semi-annual report to shareholders.

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable when filing a semi-annual report to shareholders.

ITEM 6. INVESTMENTS.

Please see Schedule of Investments contained in the Financial Statements included under Item 7 of this Form N-CSR.

ITEM 7. FINANCIAL STATEMENTS AND FINANCIAL HIGHLIGHTS FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES.


JUN06.30.26

 

LOGO

 

SEMI-ANNUAL FINANCIAL STATEMENTS AND ADDITIONAL INFORMATION

AB VARIABLE PRODUCTS

SERIES FUND, INC.

 

+  

AB BALANCED HEDGED ALLOCATION PORTFOLIO


Investment Products Offered

 

   

Are Not FDIC Insured

   

May Lose Value

   

Are Not Bank Guaranteed

AllianceBernstein Investments, Inc. (ABI) is the distributor of the AB family of mutual funds. ABI is a member of FINRA and is an affiliate of AllianceBernstein L.P., the Adviser of the funds.

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AB’s website at www.abfunds.com or go to the Securities and Exchange Commission’s (the “Commission”) website at www.sec.gov, or call AB at (800) 227 4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The Fund’s Form N-PORT reports are available on the Commission’s website at www.sec.gov.

The [A/B] logo and AllianceBernstein® are registered trademarks used by permission of the owner, AllianceBernstein L.P.


BALANCED HEDGED ALLOCATION PORTFOLIO
PORTFOLIO OF INVESTMENTS  
June 30, 2026 (unaudited)   AB Variable Products Series Fund

 

Company        


Shares
    U.S. $ Value  
                                     

INVESTMENT COMPANIES–92.4%

     

FUNDS AND INVESTMENT TRUSTS–92.4%(a)

     

iShares Core MSCI EAFE ETF

      239,500     $ 23,130,910  

iShares Core MSCI Emerging Markets ETF

      138,800       11,498,192  

iShares Core S&P 500 ETF

      71,300       53,395,857  

iShares Core U.S. Aggregate Bond ETF(b)

      232,900       23,052,442  

Vanguard Mid-Cap ETF

      38,200       3,077,774  

Vanguard Real Estate ETF(b)

      32,400       3,124,332  

Vanguard Total Bond Market ETF

      313,000       22,977,330  
     

 

 

 

Total Investment Companies
(cost $106,326,337)

        140,256,837  
     

 

 

 
    Principal
Amount
(000)
       
     

INFLATION-LINKED SECURITIES–3.5%

     

UNITED STATES–3.5%

     

U.S. Treasury Inflation Index 0.125%, 01/15/2032 (TIPS)
(cost $5,871,825)

    U.S.$       5,853       5,299,515  
     

 

 

 
    Notional
Amount
       

PURCHASED OPTIONS–CALLS–2.9%

     

OPTIONS ON EQUITY INDICES–2.9%

     

S&P 500 Index
Expiration: Dec 2027; Contracts: 32;
Exercise Price: USD 6,800.00;
Counterparty: Morgan Stanley & Co., Inc.(c) (premium paid $3,035,273)

    USD       21,760,000       4,313,920  
     

 

 

 
Company        



Notional

Amount

    U.S. $ Value  
                                     

PURCHASED OPTIONS–PUTS–1.0%

     

OPTIONS ON EQUITY INDICES–1.0%

     

S&P 500 Index
Expiration: Dec 2027; Contracts: 38;
Exercise Price: USD 6,800.00;
Counterparty: Morgan Stanley & Co., Inc.(c)

    USD       25,840,000     $ 1,226,184  

S&P 500 Index
Expiration: Dec 2027; Contracts: 11;
Exercise Price: USD 6,700.00;
Counterparty: Morgan Stanley & Co., Inc.(c)

    USD       7,370,000       335,170  
     

 

 

 

Total Purchased Options–Puts
(premium paid $2,688,520)

        1,561,354  
     

 

 

 
          Shares        

COMMON STOCKS–0.0%

     
     

ENERGY–0.0%

     

OIL, GAS & CONSUMABLE FUELS–0.0%

     

Gazprom PJSC(c)(d)(e)(f)

      31,460       –0 – 

LUKOIL PJSC(c)(d)(e)(f)

      790       –0 – 
     

 

 

 
      –0 – 
     

 

 

 

MATERIALS–0.0%

     

METALS & MINING–0.0%

     

MMC Norilsk Nickel PJSC (ADR)(c)(e)(f)

      2,540       –0 – 
     

 

 

 

Total Common Stocks
(cost $272,431)

      –0 – 
     

 

 

 

SHORT-TERM INVESTMENTS–0.0%

     

INVESTMENT COMPANIES–0.0%

     

AB Fixed Income Shares, Inc.–Government Money Market Portfolio–Class AB, 3.48%(a)(g)(h)
(cost $53,808)

      53,808       53,808  
     

 

 

 

TOTAL INVESTMENTS–99.8%
(cost $118,248,194)

        151,485,434  

Other assets less liabilities–0.2%

        368,687  
     

 

 

 

NET ASSETS–100.0%

      $ 151,854,121  
     

 

 

 

 

1


BALANCED HEDGED ALLOCATION PORTFOLIO
PORTFOLIO OF INVESTMENTS  
(continued)   AB Variable Products Series Fund

 

FUTURES (see Note D)

 

Description    Number of
Contracts
     Expiration
Month
     Current
Notional
    

Value and
Unrealized
Appreciation

(Depreciation)

 

Purchased Contracts

           

MSCI EAFE Futures

     7        September 2026      $ 1,100,855      $ (10,935

MSCI Emerging Markets Index Futures

     6        September 2026        527,190        (9,039

S&P 500 E-Mini Futures

     5        September 2026        1,887,062        12,585  

U.S. T-Note 10 Yr (CBT) Futures

     235        September 2026         25,824,297        213,343  
           

 

 

 
            $  205,954  
           

 

 

 

 

 

 

(a)   To obtain a copy of the fund’s shareholder report, please go to the Securities and Exchange Commission’s website at www.sec.gov. Additionally, shareholder reports for AB funds can be obtained by calling AB at (800) 227-4618.

 

(b)   Represents entire or partial securities out on loan. See Note E for securities lending information.

 

(c)   Non-income producing security.

 

(d)   Restricted and illiquid security.

 

Restricted & Illiquid Securities    Acquisition
Date
     Cost      Market
Value
     Percentage
of Net Assets
 

Gazprom PJSC

     09/28/2021-09/29/2021      $  154,386      $  –0 –       0.00

LUKOIL PJSC

     06/29/2018-07/09/2021        61,154        –0 –       0.00

 

(e)   Fair valued by the Adviser.

 

(f)   Security in which significant unobservable inputs (Level 3) were used in determining fair value.

 

(g)   The rate shown represents the 7-day yield as of period end.

 

(h)   Affiliated investments.

Currency Abbreviations:

USD—United States Dollar

Glossary:

ADR—American Depositary Receipt

CBT—Chicago Board of Trade

EAFE—Europe, Australia, and Far East

ETF—Exchange Traded Fund

MSCI—Morgan Stanley Capital International

PJSC—Public Joint Stock Company

TIPS—Treasury Inflation-Protected Securities

See notes to financial statements.

 

2


BALANCED HEDGED ALLOCATION PORTFOLIO
STATEMENT OF ASSETS & LIABILITIES  
June 30, 2026 (unaudited)   AB Variable Products Series Fund

 

ASSETS

  

Investments in securities, at value

  

Unaffiliated issuers (cost $118,194,386)

   $ 151,431,626 (a) 

Affiliated issuers (cost $53,808)

     53,808  

Cash

     13  

Cash collateral due from broker

     652,644  

Foreign currencies, at value (cost $5,144)

     5,583  

Receivable for capital stock sold

     16,492  

Receivable due from Adviser

     13,449  

Unaffiliated interest and dividends receivable

     4,181  

Affiliated dividends receivable

     3,179  

Other assets

     533  
  

 

 

 

Total assets

     152,181,508  
  

 

 

 

LIABILITIES

  

Payable for capital stock redeemed

     89,060  

Advisory fee payable

     56,658  

Administrative fee payable

     50,547  

Payable for variation margin on futures

     46,424  

Distribution fee payable

     28,483  

Audit and tax fee payable

     21,250  

Printing fee payable

     19,135  

Transfer Agent fee payable

     118  

Directors’ fees payable

     89  

Accrued expenses

     15,623  
  

 

 

 

Total liabilities

     327,387  
  

 

 

 

NET ASSETS

   $ 151,854,121  
  

 

 

 

COMPOSITION OF NET ASSETS

  

Capital stock, at par

   $ 14,465  

Additional paid-in capital

     115,151,530  

Distributable earnings

     36,688,126  
  

 

 

 

NET ASSETS

   $ 151,854,121  
  

 

 

 

Net Asset Value Per Share—1 billion shares of capital stock authorized, $.001 par value

 

Class      Net Assets        Shares
Outstanding
       Net Asset
Value
 
A      $ 14,554,313          1,361,953        $ 10.69  
B      $  137,299,808          13,103,171        $  10.48  

 

 

 

(a)   Includes securities on loan with a value of $1,309,757 (see Note E).

See notes to financial statements.

 

3


BALANCED HEDGED ALLOCATION PORTFOLIO
STATEMENT OF OPERATIONS  
Six Months Ended June 30, 2026 (unaudited)   AB Variable Products Series Fund

 

INVESTMENT INCOME

  

Dividends

  

Unaffiliated issuers (net of foreign taxes withheld of $1,361)

   $ 1,593,302  

Affiliated issuers

     50,337  

Interest

     133,688  

Securities lending income, net

     4,235  
  

 

 

 
     1,781,562  
  

 

 

 

EXPENSES

  

Advisory fee (see Note B)

     341,048  

Distribution fee—Class B

     171,550  

Transfer agency—Class A

     274  

Transfer agency—Class B

     2,625  

Legal

     84,187  

Administrative

     58,208  

Custody and accounting

     28,986  

Audit and tax

     28,886  

Printing

     24,332  

Directors’ fees

     8,897  

Miscellaneous

     7,911  
  

 

 

 

Total expenses

     756,904  

Less: expenses waived and reimbursed by the Adviser (see Notes B & E)

     (16,857
  

 

 

 

Net expenses

     740,047  
  

 

 

 

Net investment income

     1,041,515  
  

 

 

 

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS

  

Net realized gain (loss) on:

  

Investment transactions

     1,197,717  

Futures

     (995,026

Foreign currency transactions

     127  

Net change in unrealized appreciation (depreciation) of:

  

Investments

     7,871,396  

Futures

     596,826  

Foreign currency denominated assets and liabilities

     (169
  

 

 

 

Net gain on investment and foreign currency transactions

     8,670,871  
  

 

 

 

NET INCREASE IN NET ASSETS FROM OPERATIONS

   $ 9,712,386  
  

 

 

 

 

 

See notes to financial statements.

 

4


BALANCED HEDGED ALLOCATION PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS   AB Variable Products Series Fund

 

     Six Months Ended
June 30, 2026
(unaudited)
    Year Ended
December 31,
2025
 

INCREASE IN NET ASSETS FROM OPERATIONS

 

Net investment income

   $ 1,041,515     $ 2,806,176  

Net realized gain on investment and foreign currency transactions

     202,818       6,828,908  

Net change in unrealized appreciation (depreciation) of investments and foreign currency denominated assets and liabilities

     8,468,053       15,155,420  
  

 

 

   

 

 

 

Net increase in net assets from operations

     9,712,386       24,790,504  

Distributions to Shareholders

 

Class A

     –0 –      (1,073,344

Class B

     –0 –      (9,825,865

CAPITAL STOCK TRANSACTIONS

 

Net decrease

     (11,298,369     (16,797,702
  

 

 

   

 

 

 

Total decrease

     (1,585,983     (2,906,407

NET ASSETS

 

Beginning of period

     153,440,104       156,346,511  
  

 

 

   

 

 

 

End of period

   $ 151,854,121     $ 153,440,104  
  

 

 

   

 

 

 

 

 

 

See notes to financial statements.

 

5


BALANCED HEDGED ALLOCATION PORTFOLIO
NOTES TO FINANCIAL STATEMENTS  
June 30, 2026 (unaudited)   AB Variable Products Series Fund

 

NOTE A: Significant Accounting Policies

The AB Balanced Hedged Allocation Portfolio (the “Portfolio”) is a series of AB Variable Products Series Fund, Inc. (the “Fund”). The Portfolio’s investment objective is to maximize total return consistent with the determination of AllianceBernstein L.P. (the “Adviser”) of reasonable risk. The Portfolio is diversified as defined under the Investment Company Act of 1940 (the “1940 Act”). The Fund was incorporated in the State of Maryland as an open-end series investment company. The Fund offers eight separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

The Portfolio offers and sells its shares only to separate accounts of certain life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Sales are made without a sales charge at the Portfolio’s net asset value per share.

The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”), which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The Portfolio is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Portfolio securities are valued 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 and under the oversight of the Fund’s Board of Directors (the “Board”). Pursuant to these procedures, the Adviser serves as the Portfolio’s valuation designee pursuant to Rule 2a-5 of the 1940 Act. In this capacity, the Adviser is responsible, among other things, for making all fair value determinations relating to the Portfolio’s portfolio investments, subject to the Board’s oversight.

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed options are generally valued using market-based inputs, such as last traded prices, closing bid and ask prices, or settlement prices, as applicable; over-the-counter (“OTC”) options, including flexible exchange-traded options (“Flex Options”), are typically valued at transaction price on the trade date and thereafter valued using models that consider the terms of the option and/or relevant market inputs, as applicable; open futures are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. Government securities and any other debt instruments having 60 days or less remaining until maturity are generally valued at market by an independent pricing vendor, if a market price is available. If a market price is not available, the securities are valued at amortized cost. This methodology is commonly used for short-term securities that have an original maturity of 60 days or less, as well as short-term securities that had an original term to maturity that exceeded 60 days. In instances when amortized cost is utilized, the Valuation Committee (the “Committee”) must reasonably conclude that the utilization of amortized cost is approximately the same as the fair value of the security. Factors the Committee will consider include, but are not limited to, an impairment of the creditworthiness of the issuer or material changes in interest rates. Fixed-income securities, including mortgage-backed and asset-backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker-dealers. In cases where broker-dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Open-end mutual funds are valued at the closing net asset value per share, while exchange-traded funds are valued at the closing market price per share.

 

6


    AB Variable Products Series Fund

 

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value as deemed appropriate by the Adviser. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Portfolio may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Portfolio values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. To account for this, the Portfolio generally values many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability (including those valued based on their market values as described in Note A.1 above). Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Portfolio. Unobservable inputs reflect the Portfolio’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

 

   

Level 1—quoted prices in active markets for identical investments

   

Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

   

Level 3—significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The fair value of debt instruments, such as bonds, and over-the-counter derivatives is generally based on market price quotations, recently executed market transactions (where observable) or industry recognized modeling techniques and are generally classified as Level 2. Pricing vendor inputs to Level 2 valuations may include quoted prices for similar investments in active markets, interest rate curves, coupon rates, currency rates, yield curves, option adjusted spreads, default rates, credit spreads and other unique security features in order to estimate the relevant cash flows which are then discounted to calculate fair values. If these inputs are unobservable and significant to the fair value, these investments will be classified as Level 3.

Where readily available market prices or relevant bid prices are not available for certain equity investments, such investments may be valued based on similar publicly traded investments, movements in relevant indices since last available prices or based upon underlying company fundamentals and comparable company data (such as multiples to earnings or other multiples to equity). Where an investment is valued using an observable input, such as another publicly traded security, the investment will be classified as Level 2. If management determines that an adjustment is appropriate based on restrictions on resale, illiquidity or uncertainty, and such adjustment is a significant component of the valuation, the investment will be classified as Level 3. An investment will also be classified as Level 3 where management uses company fundamentals and other significant inputs to determine the valuation.

Options are valued using market-based inputs to models, broker or dealer quotations, or alternative pricing sources with reasonable levels of price transparency, where such inputs and models are available. Alternatively, the values may be obtained through unobservable management determined inputs and/or management’s proprietary models. Where models are used, the selection of a particular model to value an option depends upon the contractual terms of, and specific risks inherent in, the option as well as the availability of pricing information in the market. Valuation models require a variety of inputs, including contractual terms, market prices, measures of volatility and correlations of such inputs. Exchange traded options generally will be classified as Level 2. For options that do not trade on an exchange but trade in liquid markets, inputs can generally be verified and model selection does not involve significant management judgment. Options are classified within Level 2 on the fair value hierarchy when all of the significant inputs can be corroborated to market evidence. Otherwise such instruments are classified as Level 3.

 

7


BALANCED HEDGED ALLOCATION PORTFOLIO
NOTES TO FINANCIAL STATEMENTS  
(continued)   AB Variable Products Series Fund

 

Other fixed income investments, including non-U.S. government and corporate debt, are generally valued using quoted market prices, if available, which are typically impacted by current interest rates, maturity dates and any perceived credit risk of the issuer. Additionally, in the absence of quoted market prices, these inputs are used by pricing vendors to derive a valuation based upon industry or proprietary models which incorporate issuer specific data with relevant yield/spread comparisons with more widely quoted bonds with similar key characteristics. Those investments for which there are observable inputs are classified as Level 2. Where the inputs are not observable, the investments are classified as Level 3.

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of June 30, 2026:

 

     Level 1     Level 2     Level 3     Total  

Investments in Securities:

        

Assets:

        

Investment Companies

   $ 140,256,837     $    –0 –    $    –0 –    $ 140,256,837  

Inflation-Linked Securities

        –0 –      5,299,515       –0 –      5,299,515  

Purchased Options—Calls

     –0 –      4,313,920       –0 –      4,313,920  

Purchased Options—Puts

     –0 –      1,561,354       –0 –      1,561,354  

Common Stocks

     –0 –      –0 –      0 (a)      –0 – 

Short-Term Investments

     53,808       –0 –      –0 –      53,808  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Investments in Securities

     140,310,645       11,174,789       0 (a)      151,485,434  

Other Financial Instruments(b):

        

Assets:

        

Futures

     225,928       –0 –      –0 –      225,928 (c) 

Liabilities:

        

Futures

     (19,974     –0 –      –0 –      (19,974 )(c) 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

   $  140,516,599     $  11,174,789     $ 0 (a)    $  151,691,388  
  

 

 

   

 

 

   

 

 

   

 

 

 

 

(a)   The Portfolio held securities with zero market value at period end.

 

(b)   Other financial instruments include derivative instruments, such as futures, forwards and swaps. Derivative instruments are valued at the unrealized appreciation (depreciation) on the instrument. Other financial instruments may also include swaps with upfront premiums, written options and written swaptions which are valued at market value.

 

(c)   Only variation margin receivable (payable) at period end is reported within the statement of assets and liabilities. This amount reflects cumulative unrealized appreciation (depreciation) on futures and centrally cleared swaps as reported in the portfolio of investments. Where applicable, centrally cleared swaps with upfront premiums are presented here at market value.

3. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and ask prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Portfolio’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of foreign currency denominated assets and liabilities.

4. Taxes

It is the Portfolio’s policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

 

8


    AB Variable Products Series Fund

 

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Portfolio’s tax positions taken or expected to be taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

5. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Portfolio is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date the securities are purchased or sold. Investment gains or losses are determined on the identified cost basis. Non-cash dividends, if any, are recorded on the ex-dividend date at the fair value of the securities received. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income. The Portfolio accounts for distributions received from real estate investment trust (“REIT”) investments or from regulated investment companies as dividend income, realized gain, or return of capital based on information provided by the REIT or the investment company.

6. Class Allocations

All income earned and expenses incurred by the Portfolio are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Portfolio represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged proportionately to each portfolio or based on other appropriate methods. Realized and unrealized gains and losses are allocated among the various share classes based on respective net assets.

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. GAAP. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

8. Cash and Short-Term Investments

Cash and short-term investments include cash on hand and short-term investments with maturities of less than one year when purchased.

9. Segment Information

The Portfolio represents a single operating segment. An operating segment is defined in U.S. GAAP as a component of a public entity that engages in business activities from which it may recognize revenues and incur expenses, has operating results that are regularly reviewed by the public entity’s chief operating decision maker (“CODM”) to make decisions about resources to be allocated to the segment and assess its performance, and has discrete financial information available. The Portfolio’s President is the CODM. The CODM monitors the operating results of the Portfolio as a whole and the pre-determined Portfolio’s long term investment strategy, which is executed by the portfolio management group. The qualitative and quantitative information contained within the financial statements is used by the CODM to assess the segment’s performance versus the Portfolio’s comparative benchmark and to make resource allocation decisions. Segment assets are reflected on the statement of assets and liabilities and segment expenses are listed on the statement of operations.

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .45% of the first $2.5 billion, .425% of the next $2.5 billion and .40% in excess of $5 billion, of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly. The Adviser has agreed to waive its fees and bear certain expenses to the extent necessary to limit total operating expenses on an annual basis (the “Expense Caps”) to .75% and 1.00% of daily average net assets for Class A and Class B shares, respectively. For the six months ended June 30, 2026, such reimbursements/waivers amounted to $13,099. This fee waiver and/or expense reimbursement agreement extends through May 1, 2027, and then may be extended by the Adviser for additional one-year terms.

On March 26, 2026, Equitable Holdings, Inc. (“Equitable”), the owner of the Adviser, entered into an Agreement and Plan of Merger (“Merger Agreement”), by and among Equitable, Corebridge Financial, Inc. (“Corebridge”) and various Corebridge subsidiaries. Equitable and Corebridge have agreed, subject to the terms and conditions of the Merger Agreement, to effect an all-stock merger transaction to combine their respective businesses into a newly-formed company (the “Transaction”). The closing of the Transaction may be deemed an “assignment” of the investment advisory agreement

 

9


BALANCED HEDGED ALLOCATION PORTFOLIO
NOTES TO FINANCIAL STATEMENTS  
(continued)   AB Variable Products Series Fund

 

between the Fund and the Adviser. In order to ensure that the existing investment advisory services could continue uninterrupted, at a meeting held on May 5-7, 2026, the Boards of Directors/Trustees (the “Boards”) of the funds managed by the Adviser (the “AB Funds”), including the Fund, approved new investment advisory agreements with the Adviser, in connection with the Transaction. The Boards also agreed to call and hold a joint meeting of shareholders on August 3, 2026, for shareholders of each AB Fund to approve the new investment advisory agreement with the Adviser that would be effective after the closing of the Transaction. At the August 3, 2026 shareholder meeting, shareholders of the Portfolio approved the new investment advisory agreement.

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the six months ended June 30, 2026, the reimbursement for such services amounted to $58,208.

The Portfolio compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation retained by ABIS amounted to $1,063 for the six months ended June 30, 2026.

The Portfolio may invest in AB Government Money Market Portfolio which has a contractual annual advisory fee rate of .20% of the portfolio’s average daily net assets and bears its own expenses. Effective September 1, 2023, the Adviser has contractually agreed to waive .05% of the advisory fee of AB Government Money Market Portfolio (resulting in a net advisory fee of .15%) until August 31, 2024. In connection with the investment by the Portfolio in AB Government Money Market Portfolio, the Adviser has contractually agreed to waive its advisory fee from the Portfolio in an amount equal to the Portfolio’s pro rata share of the effective advisory fee of AB Government Money Market Portfolio, as borne indirectly by the Portfolio as an acquired fund fee and expense. For the six months ended June 30, 2026, such waiver amounted to $2,888.

A summary of the Portfolio’s transactions in AB mutual funds for the six months ended June 30, 2026 is as follows:

 

Portfolio

   Market Value
12/31/25
(000)
     Purchases
at Cost
(000)
     Sales
Proceeds
(000)
     Market Value
6/30/26
(000)
    Dividend
Income
(000)
 

AB Government Money Market Portfolio

   $ 4,209      $ 11,136      $ 15,291      $ 54     $ 50  

AB Government Money Market Portfolio*

     30        62,429        62,459        –0 –      1  
           

 

 

   

 

 

 

Total

            $ 54     $ 51  
           

 

 

   

 

 

 

 

*   Investments of cash collateral for securities lending transactions (see Note E).

NOTE C: Distribution Plan

The Portfolio has adopted a Distribution Plan (the “Plan”) for Class B shares pursuant to Rule 12b-1 under the 1940 Act. Under the Plan, the Portfolio pays distribution and servicing fees to AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, at an annual rate of up to .50% of the Portfolio’s average daily net assets attributable to Class B shares. The fees are accrued daily and paid monthly. The Board currently limits payments under the Plan to .25% of the Portfolio’s average daily net assets attributable to Class B shares. The Plan provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities.

The Portfolio is not obligated under the Plan to pay any distribution and servicing fees in excess of the amounts set forth above. The purpose of the payments to the Distributor under the Plan is to compensate the Distributor for its distribution services with respect to the sale of the Portfolio’s Class B shares. Since the Distributor’s compensation is not directly tied to its expenses, the amount of compensation received by it under the Plan during any year may be more or less than its actual expenses. For this reason, the Plan is characterized by the staff of the Securities and Exchange Commission as being of the “compensation” variety.

In the event that the Plan is terminated or not continued, no distribution or servicing fees (other than current amounts accrued but not yet paid) would be owed by the Portfolio to the Distributor.

The Plan also provides that the Adviser may use its own resources to finance the distribution of the Portfolio’s shares.

 

10


    AB Variable Products Series Fund

 

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2026 were as follows:

 

       Purchases      Sales  

Investment securities (excluding U.S. government securities)

     $ –0 –     $ 7,422,910  

U.S. government securities

       –0 –       –0 – 

The cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes. Accordingly, gross unrealized appreciation and unrealized depreciation are as follows:

 

Gross unrealized appreciation

   $ 37,741,333  

Gross unrealized depreciation

     (4,298,139
  

 

 

 

Net unrealized appreciation

   $ 33,443,194  
  

 

 

 

1. Derivative Financial Instruments

The Portfolio may use derivatives in an effort to earn income and enhance returns, to replace more traditional direct investments, to obtain exposure to otherwise inaccessible markets (collectively, “investment purposes”), or to hedge or adjust the risk profile of its portfolio.

The principal types of derivatives utilized by the Portfolio, as well as the methods in which they may be used are:

 

   

Futures

The Portfolio may buy or sell futures for investment purposes or for the purpose of hedging its portfolio against adverse effects of potential movements in the market. The Portfolio bears the market risk that arises from changes in the value of these instruments and the imperfect correlation between movements in the price of the futures and movements in the price of the assets, reference rates or indices which they are designed to track. Among other things, the Portfolio may purchase or sell futures for foreign currencies or options thereon for non-hedging purposes as a means of making direct investment in foreign currencies, as described below under “Currency Transactions”.

At the time the Portfolio enters into futures, the Portfolio deposits with the broker or segregates at its custodian cash or securities as collateral to satisfy initial margin requirements set by the exchange on which the transaction is effected. Pursuant to the contract, with respect to cash collateral, the Portfolio agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in the value of the contract; in the case of securities collateral, the Portfolio agrees to adjust the securities position held in the segregated account accordingly. Such receipts, payments or adjustments are known as variation margin and are recorded by the Portfolio as unrealized gains or losses. Risks may arise from the potential inability of a counterparty to meet the terms of the contract. The credit/counterparty risk for exchange-traded futures is generally less than privately negotiated futures, since the clearinghouse, which is the issuer or counterparty to each exchange-traded future, has robust risk mitigation standards, including the requirement to provide initial and variation margin. When the contract is closed, the Portfolio records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the time it was closed.

Use of long futures subjects the Portfolio to risk of loss in excess of the amounts shown on the statement of assets and liabilities, up to the notional value of the futures. Use of short futures subjects the Portfolio to unlimited risk of loss. Under some circumstances, futures exchanges may establish daily limits on the amount that the price of futures can vary from the previous day’s settlement price, which could effectively prevent liquidation of unfavorable positions.

During the six months ended June 30, 2026, the Portfolio held futures for hedging and non-hedging purposes.

 

   

Option Transactions

For hedging and investment purposes, the Portfolio may purchase and write (sell) put and call options on U.S. and foreign securities, including government securities, and foreign currencies that are traded on U.S. and foreign securities exchanges and over-the-counter markets. Among other things, the Portfolio may use options transactions for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions” and may use options strategies involving the purchase and/or writing of various combinations of call and/or put options, for hedging and investment purposes.

 

11


BALANCED HEDGED ALLOCATION PORTFOLIO
NOTES TO FINANCIAL STATEMENTS  
(continued)   AB Variable Products Series Fund

 

The risk associated with purchasing an option is that the Portfolio pays a premium whether or not the option is exercised. Additionally, the Portfolio bears the risk of loss of the premium and change in market value should the counterparty not perform under the contract. If a put or call purchased option by the Portfolio were permitted to expire without being sold or exercised, its premium would represent a loss to the Portfolio. Put and call purchased options are accounted for in the same manner as portfolio securities. The cost of securities acquired through the exercise of call options is increased by premiums paid. The proceeds from securities sold through the exercise of put options are decreased by the premiums paid.

When the Portfolio writes an option, the premium received by the Portfolio is recorded as a liability and is subsequently adjusted to the current market value of the written option. The Portfolio’s maximum payment for written put options equates to the number of shares multiplied by the strike price. In certain circumstances maximum payout amounts may be partially offset by recovery values of the respective referenced assets and upfront premium received upon entering into the contract. Premiums received from written options which expire unexercised are recorded by the Portfolio on the expiration date as realized gains from written options. The difference between the premium received and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain, or if the premium received is less than the amount paid for the closing purchase transaction, as a realized loss. If a call option is exercised, the premium received is added to the proceeds from the sale of the underlying security or currency in determining whether the Portfolio has realized a gain or loss. If a put option is exercised, the premium received reduces the cost basis of the security or currency purchased by the Portfolio. In writing an option, the Portfolio bears the market risk of an unfavorable change in the price of the security or currency underlying the written option. Exercise of the written option by the Portfolio could result in the Portfolio selling or buying a security or currency at a price different from the current market value.

During the six months ended June 30, 2026, the Portfolio held purchased options for hedging and non-hedging purposes.

During the six months ended June 30, 2026, the Portfolio had entered into the following derivatives:

 

   

Asset Derivatives

   

Liability Derivatives

 

Derivative Type

 

Statement of

Assets and Liabilities

Location

  Fair Value    

Statement of

Assets and Liabilities

Location

  Fair Value  

Interest rate contracts

  Receivable for variation margin on futures   $ 213,343    

Equity contracts

  Receivable for variation margin on futures     12,585   Payable for variation margin on futures   $ 19,974

Equity contracts

  Investments in securities, at value     5,875,274      
   

 

 

     

 

 

 

Total

    $ 6,101,202       $ 19,974  
   

 

 

     

 

 

 

 

*   Only variation margin receivable/payable at period end is reported within the statement of assets and liabilities. This amount reflects cumulative unrealized appreciation (depreciation) on futures and centrally cleared swaps as reported in the portfolio of investments.

 

Derivative Type

  

Location of Gain or (Loss) on Derivatives
Within Statement of Operations

   Realized Gain or
(Loss) on
Derivatives
    Change in Unrealized
Appreciation or
(Depreciation)
 

Interest rate contracts

   Net realized gain (loss) on futures; Net change in unrealized appreciation (depreciation) of futures    $ (1,303,522   $ 571,091  

Equity contracts

   Net realized gain (loss) on futures; Net change in unrealized appreciation (depreciation) of futures      308,496       25,735  

Equity contracts

   Net realized gain (loss) on investment transactions; Net change in unrealized appreciation (depreciation) of investments      (938,307     1,312,409  
     

 

 

   

 

 

 

Total

      $ (1,933,333   $ 1,909,235  
     

 

 

   

 

 

 

 

12


    AB Variable Products Series Fund

 

The following table represents the average monthly volume of the Portfolio’s derivative transactions during the six months ended June 30, 2026:

 

Futures:

  

Average notional amount of buy contracts

   $ 41,042,696  

Average notional amount of sale contracts

   $ 1,058,769 (a) 

Purchased Options:

  

Average notional amount

   $ 58,235,714  

 

(a)   Positions were open for three months during the period.

2. Currency Transactions

The Portfolio may invest in non-U.S. Dollar-denominated securities on a currency hedged or unhedged basis. The Portfolio may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and other options. The Portfolio may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Portfolio and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Portfolio may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

NOTE E: Securities Lending

The Portfolio may enter into securities lending transactions. Under the Portfolio’s securities lending program, all loans of securities will be collateralized continually by cash collateral and/or non-cash collateral. Non-cash collateral will include only securities issued or guaranteed by the U.S. government or its agencies or instrumentalities. If the Portfolio cannot sell or repledge any non-cash collateral, such collateral will not be reflected in the portfolio of investments. If a loan is collateralized by cash, the Portfolio will be compensated for the loan from a portion of the net return from the income earned on cash collateral after a rebate is paid to the borrower (in some cases, this rebate may be a “negative rebate” or fee paid by the borrower to the Portfolio in connection with the loan), and payments are made for fees of the securities lending agent and for certain other administrative expenses. If the Portfolio receives non-cash collateral, the Portfolio will receive a fee from the borrower generally equal to a negotiated percentage of the market value of the loaned securities. The Portfolio will have the right to call a loan and obtain the securities loaned at any time on notice to the borrower within the normal and customary settlement time for the securities. While the securities are on loan, the borrower is obligated to pay the Portfolio amounts equal to any dividend income or other distributions from the securities; however, these distributions will not be afforded the same preferential tax treatment as qualified dividends. The Portfolio will not be able to exercise voting rights with respect to any securities during the existence of a loan, but will have the right to regain ownership of loaned securities in order to exercise voting or other ownership rights. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent currently invests the cash collateral received in AB Government Money Market Portfolio, an eligible money market vehicle, in accordance with the investment restrictions of the Portfolio, and as approved by the Board. The collateral received on securities loaned is recorded as an asset as well as a corresponding liability in the statement of assets and liabilities. The collateral will be adjusted the next business day to maintain the required collateral amount. The amounts of securities lending income from the borrowers and AB Government Money Market Portfolio are reflected in the statement of operations. When the Portfolio earns net securities lending income from AB Government Money Market Portfolio, the income is inclusive of a rebate expense paid to the borrower. In connection with the cash collateral investment by the Portfolio in AB Government Money Market Portfolio, the Adviser has agreed to waive a portion of the Portfolio’s share of the advisory fees of AB Government Money Market Portfolio, as borne indirectly by the Portfolio as an acquired fund fee and expense. When the Portfolio lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. A principal risk of lending portfolio securities is that the borrower may fail to return the loaned securities upon termination of the loan and that the collateral will not be sufficient to replace the loaned securities. The lending agent has agreed to indemnify the Portfolio in the case of default of any securities borrower.

 

13


BALANCED HEDGED ALLOCATION PORTFOLIO
NOTES TO FINANCIAL STATEMENTS  
(continued)   AB Variable Products Series Fund

 

A summary of the Portfolio’s transactions surrounding securities lending for the six months ended June 30, 2026 is as follows:

 

                       

AB Government Money Market
Portfolio

 

Market Value of
Securities on
Loan*

   

Cash Collateral*

   

Market Value of
Non-Cash
Collateral*

   

Income from
Borrowers

   

Income
Earned

   

Advisory Fee
Waived

 
$ 1,309,757     $ –0 –    $ 1,350,248     $ 3,443     $ 792     $ 870  

 

*   As of June 30, 2026.

NOTE F: Capital Stock

Each class consists of 500,000,000 authorized shares. Transactions in capital shares for each class were as follows:

 

    SHARES           AMOUNT  
    Six Months Ended
June 30, 2026

(unaudited)
    Year Ended
December 31,
2025
          Six Months Ended
June 30, 2026

(unaudited)
    Year Ended
December 31,
2025
 

Class A

 

Shares sold

    30,546       19,613       $ 314,574     $ 193,087  

Shares issued in reinvestment of dividends and distributions

    –0 –      113,821         –0 –      1,073,343  

Shares redeemed

    (130,738     (354,432       (1,348,446     (3,416,562
 

 

 

   

 

 

     

 

 

   

 

 

 

Net decrease

    (100,192     (220,998     $ (1,033,872   $ (2,150,132
 

 

 

   

 

 

     

 

 

   

 

 

 

Class B

 

Shares sold

    216,514       612,057       $ 2,176,344     $ 5,807,517  

Shares issued on reinvestment of dividends and distributions

    –0 –      1,059,965         –0 –      9,825,866  

Shares redeemed

    (1,225,726     (3,203,412       (12,440,841     (30,280,953
 

 

 

   

 

 

     

 

 

   

 

 

 

Net decrease

    (1,009,212     (1,531,390     $ (10,264,497   $ (14,647,570
 

 

 

   

 

 

     

 

 

   

 

 

 

At June 30, 2026, certain shareholders of the Portfolio owned 69% in aggregate of the Portfolio’s outstanding shares. Significant transactions by such shareholders, if any, may impact the Portfolio’s performance.

NOTE G: Risks Involved in Investing in the Portfolio

Market Risk—The value of the Portfolio’s assets will fluctuate as the market or markets in which the Portfolio invests fluctuate. The value of the Portfolio’s investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other local, regional or global events, including public health crises (including the occurrence of a contagious disease or illness), terrorism, war, changing interest rate levels, the imposition of new or additional tariffs, or conflicts, any of which can affect large portions of the securities markets. It includes the risk that a particular style of investing may underperform the market generally.

Allocation Risk—The allocation of investments among the different investment styles, such as growth or value, equity or debt securities, or U.S. or non-U.S. securities may have a more significant effect on the Portfolio’s net asset value, or NAV, when one of these investment strategies is performing more poorly than others.

ETF Risk—ETFs are investment companies and are subject to market and selection risk. When the Portfolio invests in an ETF, the Portfolio bears its share of the ETF’s expenses and runs the risk that the ETF may not achieve its investment objective.

Foreign (Non-U.S.) Risk—Investments in securities of non-U.S. issuers may involve more risk than those of U.S. issuers. These securities may fluctuate more widely in price and may be more difficult to trade due to adverse market, economic, political, regulatory or other factors.

Emerging Market Risk—Investments in emerging market countries may involve more risks than investments in other foreign countries because the markets are less developed, less liquid and are subject to increased potential for market manipulation, and increased economic, political, regulatory or other uncertainties.

 

14


    AB Variable Products Series Fund

 

Investment in Other Investment Companies Risk—As with other investments, investments in other investment companies are subject to market and management risk. In addition, shareholders of the Portfolio bear both their proportionate share of expenses in the Portfolio (including management fees) and, indirectly, the expenses of the investment companies in which the Portfolio invests (to the extent these expenses are not waived or reimbursed by the Adviser).

Currency Risk—Fluctuations in currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce the Portfolio’s returns.

Interest Rate Risk—Changes in interest rates will affect the value of investments in fixed-income securities. When interest rates rise, the value of existing investments in fixed-income securities tends to fall and this decrease in value may not be offset by higher income from new investments. Interest rate risk is generally greater for fixed-income securities with longer maturities or durations. Changing interest rates may have unpredictable effects on the markets, may result in heightened market volatility and may detract from Portfolio performance. In addition, changes in monetary policy may exacerbate the risks associated with changing interest rates.

Credit Risk—An issuer or guarantor of a fixed-income security, or the counterparty to a derivatives or other contract, may be unable or unwilling to make timely payments of interest or principal, or to otherwise honor its obligations. The issuer or guarantor may default, causing a loss of the full principal amount of a security and accrued interest. The degree of risk for a particular security may be reflected in its credit rating. There is the possibility that the credit rating of a fixed-income security may be downgraded after purchase, which may adversely affect the value of the security.

Below Investment Grade Securities Risk—Investments in fixed-income securities with lower ratings (“junk bonds”) tend to have a higher probability that an issuer will default or fail to meet its payment obligations. These securities may be subject to greater price volatility due to such factors as specific corporate developments, interest rate sensitivity and negative perceptions of the junk bond market generally, and may be more difficult to trade than other types of securities.

Capitalization Risk—Investments in small- and mid-capitalization companies may be more volatile than investments in large-capitalization companies. Investments in small- and mid-capitalization companies may have additional risks because these companies have limited product lines, markets or financial resources.

Derivatives Risk—Derivatives may be difficult to price or unwind and leveraged so that small changes may produce disproportionate losses for the Portfolio. A short position in a derivative instrument involves the risk of a theoretically unlimited increase in the value of the underlying asset, reference rate or index, which could cause the Portfolio to suffer a potentially unlimited loss. Derivatives, especially over-the-counter derivatives, are also subject to counterparty risk, which is the risk that the counterparty (the party on the other side of the transaction) on a derivative transaction will be unable or unwilling to honor its contractual obligations to the Portfolio.

Leverage Risk—When the Fund borrows money or otherwise leverages its investments, its performance may be volatile because leverage tends to exaggerate the effect of any increase or decrease in the value of the Fund’s investments. The Fund may create leverage through the use of reverse repurchase agreements, forward currency exchange contracts, forward commitments, dollar rolls or futures or by borrowing money. The use of other types of derivative instruments by the Fund, such as options and swaps, may also result in a form of leverage. Leverage may result in higher returns to the Fund than if the Fund were not leveraged, but may also adversely affect returns, particularly if the market is declining.

Real Assets Risk—The Portfolio’s investments in securities linked to real assets involve significant risks, including financial, operating, and competitive risks. Investments in securities linked to real assets expose the Portfolio to adverse macroeconomic conditions, such as a rise in interest rates or a downturn in the economy in which the asset is located. Changes in inflation rates or in the market’s inflation expectations may adversely affect the market value of inflation-sensitive equities. The Portfolio’s investments in real estate securities have many of the same risks as direct ownership of real estate, including the risk that the value of real estate could decline due to a variety of factors that affect the real estate market generally. Investments in real estate investment trusts, or REITs, may have additional risks. REITs are dependent on the capability of their managers, may have limited diversification, and could be significantly affected by changes in tax laws. Some REITs may utilize leverage, which increases investment risk and may potentially increase the Portfolio’s losses.

Indemnification Risk—In the ordinary course of business, the Portfolio enters into contracts that contain a variety of indemnifications. The Portfolio’s maximum exposure under these arrangements is unknown. However, the Portfolio has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote. Therefore, the Portfolio has not accrued any liability in connection with these indemnification provisions.

 

15


BALANCED HEDGED ALLOCATION PORTFOLIO
NOTES TO FINANCIAL STATEMENTS  
(continued)   AB Variable Products Series Fund

 

Management Risk—The Portfolio is subject to management risk because it is an actively-managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions for the Portfolio, but there is no guarantee that its techniques will produce the intended results. Some of these techniques may incorporate, or rely upon, quantitative models, but there is no guarantee that these models will generate accurate forecasts, reduce risk or otherwise perform as expected.

NOTE H: Joint Credit Facility

A number of open-end mutual funds and ETFs managed by the Adviser, including the Fund, participate in a $380 million credit facility (the “Facility”) intended to provide short-term financing related to redemptions and other short-term liquidity requirements. The Facility, which will expire on June 23, 2027, may be renewed for an additional term dependent upon the election of the participating funds and lenders. A commitment fee of 0.15% per annum of the Facility amount is paid by the participating funds. The portion of the commitment fee related to the ETFs is paid by the Adviser pursuant to the ETF’s unitary fee structure. The Fund did not utilize the Facility during the six months ended June 30, 2026.

NOTE I: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2026 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2025 and December 31, 2024 were as follows:

 

       2025      2024  

Distributions paid from:

       

Ordinary income

     $ 10,899,209      $ 4,625,970  

Net long-term capital gains

       –0 –       1,628,849  
    

 

 

    

 

 

 

Total taxable distributions paid

     $ 10,899,209      $ 6,254,819  
    

 

 

    

 

 

 

As of December 31, 2025, the components of accumulated earnings (deficit) on a tax basis were as follows:

 

Undistributed ordinary income

   $ 8,697,986  

Undistributed capital gains

     3,331,297  

Accumulated capital and other losses

     (11,376,092 )(a) 

Unrealized appreciation (depreciation)

     26,322,549 (b) 
  

 

 

 

Total accumulated earnings (deficit)

   $ 26,975,740  
  

 

 

 

 

(a)   As of December 31, 2025, the cumulative deferred loss on straddles was $11,376,092.

 

(b)   The difference between book-basis and tax-basis unrealized appreciation (depreciation) is attributable primarily to the recognition for tax purposes of unrealized gains (losses) on certain derivative instruments.

For tax purposes, net realized capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of December 31, 2025, the Portfolio did not have any capital loss carryforwards.

NOTE J: Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Portfolio’s financial statements through this date.

 

16


 
BALANCED HEDGED ALLOCATION PORTFOLIO
FINANCIAL HIGHLIGHTS   AB Variable Products Series Fund

 

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

 

    CLASS A  
    Six Months
Ended
June 30, 2026
(unaudited)
    Year Ended December 31,  
    2025     2024     2023     2022     2021  

Net asset value, beginning of period

    $10.02       $9.17       $8.78       $8.28       $11.75       $10.61  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
           

Income From Investment Operations

           

Net investment income(a)(b)

    .08       .20       .18       .16       .15       .16  

Net realized and unrealized gain (loss) on investment and foreign currency transactions

    .59       1.38       .59       .89       (2.25     1.29  

Contributions from Affiliates

    –0 –      –0 –      –0 –      –0 –      .00 (c)      .00 (c) 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease) in net asset value from operations

    .67       1.58       .77       1.05       (2.10     1.45  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
           

Less: Dividends and Distributions

           

Dividends from net investment income

    –0 –      (.21     (.19     (.10     (.35     (.06

Distributions from net realized gain on investment transactions

    –0 –      (.52     (.19     (.45     (1.02     (.25
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total dividends and distributions

    –0 –      (.73     (.38     (.55     (1.37     (.31
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

    $10.69       $10.02       $9.17       $8.78       $8.28       $11.75  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
           

Total Return

           

Total investment return based on net asset value(d)(e)

    6.69     17.71     8.84     13.04     (18.99 )%      13.73
           

Ratios/Supplemental Data

           

Net assets, end of period (000’s omitted)

    $14,554       $14,647       $15,428       $15,843       $16,241       $21,879  

Ratio to average net assets of:

           

Expenses, net of waivers/reimbursements(f)‡

    .75 %(g)      .68     .66     .69     .63     .56

Expenses, before waiver/reimbursements(f)‡

    .77 %(g)      .69     .67     .70     .71     .75

Net investment income(b)

    1.60 %(g)      2.04     1.97     1.92     1.50     1.43

Portfolio turnover rate

    0     7     6     4     135 %(h)      63 %(h) 
           

‡ Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying

  

portfolios

    .04 %(g)      .05     .04     .04     .09     .20

 

 

See footnote summary on page 19.

 

17


BALANCED HEDGED ALLOCATION PORTFOLIO
FINANCIAL HIGHLIGHTS  
(continued)   AB Variable Products Series Fund

 

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

 

    CLASS B  
    Six Months
Ended
June 30, 2026
(unaudited)
    Year Ended December 31,  
    2025     2024     2023     2022     2021  

Net asset value, beginning of period

    $9.83       $9.01       $8.63       $8.15       $11.58       $10.47  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
           

Income From Investment Operations

           

Net investment income(a)(b)

    .07       .17       .15       .14       .12       .13  

Net realized and unrealized gain (loss) on investment and foreign currency transactions

    .58       1.35       .58       .87       (2.22     1.26  

Contributions from Affiliates

    –0 –      –0 –      –0 –      –0 –      .00 (c)      .00 (c) 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease) in net asset value from operations

    .65       1.52       .73       1.01       (2.10     1.39  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
           

Less: Dividends and Distributions

           

Dividends from net investment income

    –0 –      (.18     (.16     (.08     (.31     (.03

Distributions from net realized gain on investment transactions

    –0 –      (.52     (.19     (.45     (1.02     (.25
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total dividends and distributions

    –0 –      (.70     (.35     (.53     (1.33     (.28
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

    $10.48       $9.83       $9.01       $8.63       $8.15       $11.58  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
           

Total Return

           

Total investment return based on net asset value(d)(e)

    6.61     17.36     8.58     12.66     (19.17 )%      13.36
           

Ratios/Supplemental Data

           

Net assets, end of period (000’s omitted)

    $137,300       $138,793       $140,919       $156,998       $161,149       $223,893  

Ratio to average net assets of:

           

Expenses, net of waivers/reimbursements(f)‡

    1.00 %(g)      .93     .91     .94     .88     .81

Expenses, before waiver/reimbursements(f)‡

    1.02 %(g)      .94     .92     .95     .96     1.00

Net investment income(b)

    1.35 %(g)      1.80     1.71     1.66     1.24     1.20

Portfolio turnover rate

    0     7     6     4     135 %(h)      63 %(h) 
           

‡ Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying

  

portfolios

    .04 %(g)      .05     .04     .04     .09     .20

 

 

See footnote summary on page 19.

 

18


    AB Variable Products Series Fund

 

(a)   Based on average shares outstanding.

 

(b)   Net of expenses waived/reimbursed by the Adviser.

 

(c)   Amount is less than $.005.

 

(d)   Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Total investment return does not reflect (i) insurance company’s separate account related expense charges and (ii) the deductions of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares. Total investment return calculated for a period of less than one year is not annualized.

 

(e)   Includes the impact of proceeds received and credited to the Portfolio resulting from class action settlements, which enhanced the Portfolio’s performance for the six months ended June 30, 2026, the years ended December 31, 2025, December 31, 2024 and December 31, 2022 by .01%, .04%, .10% and .02%, respectively.

 

(f)   In connection with the Portfolio’s investments in affiliated underlying portfolios, the Portfolio incurs no direct expenses, but bears proportionate shares of the fees and expenses (i.e., operating, administrative and investment advisory fees) of the affiliated underlying portfolios. The Adviser has contractually agreed to waive its fees from the Portfolio in an amount equal to the Portfolio’s pro rata share of certain acquired fund fees and expenses, and for the six months ended June 30, 2026 and for the years ended December 31, 2025, December 31, 2024, December 31, 2023, December 31, 2022, and December 31, 2021, such waiver amounted to .00% (annualized), .01%, .01%, .01%, .08%, and .19%, respectively.

 

(g)   Annualized.

 

(h)   The Portfolio accounts for dollar roll transactions as purchases and sales.

See notes to financial statements.

 

19


BALANCED HEDGED ALLOCATION PORTFOLIO
CONTINUANCE DISCLOSURE   AB Variable Products Series Fund

 

INFORMATION REGARDING THE REVIEW AND APPROVAL OF THE FUND’S PROPOSED NEW ADVISORY AGREEMENT AND INTERIM ADVISORY AGREEMENT IN THE CONTEXT OF A POTENTIAL ASSIGNMENT

As described in more detail in the Proxy Statement for AB Variable Products Series Fund, Inc. (the “Company”) dated June 23, 2026, the Board of the Company, at a meeting held in-person on May 5-7, 2026, approved a new advisory agreement with the Adviser (the “Proposed Agreement”) in respect of each fund organized as a series of the Company (the “Funds”), including AB Balanced Hedged Allocation Portfolio (the “Fund”), in connection with an Agreement and Plan of Merger (the “Merger Agreement”) by and among Equitable Holdings, Inc. (“Equitable”) (the holder of a majority of the partnership interests in the Adviser and the indirect parent of AllianceBernstein Corporation, the general partner of the Adviser), Corebridge Financial, Inc. (“Corebridge”), and various Corebridge subsidiaries, pursuant to which Equitable and Corebridge have agreed, subject to the terms and conditions of the Merger Agreement, to effect an all-stock merger transaction to combine their respective businesses into a newly formed company. Because Equitable controls the Adviser, the Merger may result in an “assignment” (within the meaning of section 2(a)(4) of the Investment Company Act) of the current advisory agreement for the Company in respect of the Funds, including Fund, resulting in the automatic termination of such advisory agreement.

At the same meeting, the Board also considered and approved an interim advisory agreement with the Adviser (the “Interim Advisory Agreement”) for the Company in respect of the Funds, including the Fund, to be effective only in the event that stockholder approval of the Proposed Agreement had not been obtained as of the date of the Merger resulting in an “assignment” of the Adviser’s current advisory agreement and its automatic termination.

The stockholders of the Fund subsequently approved the Proposed Agreement at an annual meeting of stockholders called for the purpose of electing Directors and voting on the Proposed Agreement.

A discussion regarding the basis for the Boards’ approvals at the meeting held on May 5-7, 2026, is set forth below.

At a meeting of the Board held in-person on May 5-7, 2026, the Adviser presented its recommendation that the Board consider and approve the Proposed Agreement in respect of each Fund. The Current Agreement in respect of each Fund provides for automatic termination in the event of an assignment, and the closing of the transaction contemplated by the Merger Agreement may result in an assignment. The Proposed Agreement is being considered to take effect upon the closing, subject to stockholder approval. In connection with their approval of the Proposed Agreement in respect of each Fund, the Board considered its conclusions in connection with its most recent approval of the Current Agreement, in particular in cases where the last approval of the Current Agreement in respect of a Fund was relatively recent, including the Board’s general satisfaction with the nature and quality of services being provided and, as applicable, in the case of certain Funds, actions taken or to be taken in an effort to improve investment performance or reduce expense ratios. Also in connection with their approval of the Proposed Agreement, the Board considered a representation made to them at that time by the Adviser that there were no additional developments not already disclosed to the Board since their most recent approval of the Current Agreement in respect of a Fund that would be a material consideration to the Board in connection with their consideration of the Proposed Agreement, except for matters disclosed to the Board by the Adviser. The Directors considered the fact that the Proposed Agreement would have corresponding terms and conditions identical to those of the Current Agreement with the exception of the effective date and initial term under the Proposed Agreement.

The Directors considered their knowledge of the nature and quality of the services provided by the Adviser to each Fund gained from their experience as directors or trustees of the registered investment companies advised by the Adviser, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the Directors and its responsiveness, frankness and attention to concerns raised by the Directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the Funds. The Directors noted that they have four regular meetings each year, at each of which they review extensive materials and information from the Adviser, including information on the investment performance of each Fund.

The Directors also considered all factors they believed relevant, including the specific matters discussed below. During the course of their deliberations, the Directors evaluated, among other things, the reasonableness of the management fees of the Funds they oversee. The Directors did not identify any particular information that was all-important or controlling, and different Directors may have attributed different weights to the various factors. The Directors determined that the selection of the Adviser to manage the Funds, and the overall arrangements between the Funds and the Adviser, as provided in the Proposed Agreement, including the management fees, were fair and reasonable in light of the services performed under the

 

20


    AB Variable Products Series Fund

 

Current Agreement and to be performed under the Proposed Agreement, expenses incurred and to be incurred and such other matters as the Directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the Directors’ determinations included the following:

Nature, Extent and Quality of Services Provided

The Directors considered the scope and quality of services to be provided by the Adviser under the Proposed Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Funds. They also considered the information that had been provided to them by the Adviser concerning the anticipated implementation of the Merger Agreement and the Adviser’s representation that it did not anticipate that such implementation would affect the management or structure of the Adviser, have a material adverse effect on the Adviser, or adversely affect the quality of the services provided to the Funds by the Adviser and its affiliates. The Directors noted that the Adviser from time to time reviews each Fund’s investment strategies and from time to time proposes changes intended to improve the Fund’s relative or absolute performance for the Directors’ consideration. They also noted the professional experience and qualifications of each Fund’s portfolio management team and other senior personnel of the Adviser. The Directors also considered that the Proposed Agreement, similar to the Current Agreement, provides that the Funds will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services to the Funds by employees of the Adviser or its affiliates. Requests for these reimbursements are made on a quarterly basis and subject to approval by the Directors. Reimbursements, to the extent requested and paid, result in a higher rate of total compensation from the Funds to the Adviser than the fee rate stated in the Proposed Agreement. The Directors noted that the methodology to be used to determine the reimbursement amounts had been reviewed by an independent consultant at the request of the Directors. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Funds’ other service providers, also was considered. The Directors concluded that, overall, they were satisfied with the nature, extent and quality of services to be provided to each Fund under the Proposed Agreement.

Costs of Services to be Provided and Profitability

The Directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of each Fund to the Adviser for calendar years 2024 and 2025, as applicable, that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant at the request of the Directors. The Directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The Directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with a Fund, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Fund, as applicable. The Directors recognized that it is difficult to make comparisons of the profitability of the Proposed Agreement with the profitability of fund advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The Directors focused on the profitability of the Adviser’s relationship with each Fund before taxes and distribution expenses. The Directors noted that certain Funds, as applicable, were not profitable to the Adviser in one or more periods reviewed. The Directors concluded that the Adviser’s level of profitability from its relationship with the other Funds was not unreasonable.

Fall-Out Benefits

The Directors considered the other benefits to the Adviser and its affiliates from their relationships with the Funds and the money market fund advised by the Adviser in which the Funds invest, as applicable, including, but not limited to, as applicable, benefits relating to soft dollar arrangements (whereby investment advisers receive brokerage and research services from brokers that execute agency transactions for their clients) in the case of certain Funds; 12b-1 fees and sales charges received by the principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of the Class B shares of the Funds; brokerage commissions paid by certain Funds to brokers affiliated with the Adviser; and transfer agency fees paid by the Funds to a wholly owned subsidiary of the Adviser. The Directors recognized that the Adviser’s profitability would be somewhat lower, and that a Fund’s unprofitability to the Adviser would be exacerbated, without these benefits. The Directors understood that the Adviser also might derive reputational and other benefits from its association with the Funds.

Investment Results

In addition to the information reviewed by the Directors in connection with the Board meeting at which the Proposed Agreement was approved, the Directors receive detailed performance information for the Funds at each regular Board meeting during the year.

 

21


BALANCED HEDGED ALLOCATION PORTFOLIO
CONTINUANCE DISCLOSURE  
(continued)   AB Variable Products Series Fund

 

The Board’s consideration of the Proposed Agreement was informed by their most recent approval of the Current Agreement, and, in the case of certain Funds, their discussion with the Adviser of the reasons for those Funds’ underperformance in certain periods. The Directors also reviewed updated performance information and, in some cases, discussed with the Adviser the reasons for changes in performance or continued underperformance. On the basis of this review, the Directors determined to continue to monitor the performance of certain Funds closely and concluded that the investment performance of each other Fund was acceptable.

Management Fees and Other Expenses

The Directors considered the management fee rate payable by each Fund to the Adviser and information prepared by an independent service provider (the “15(c) provider”) concerning management fee rates payable by other funds in the same category as the Fund. The Directors recognized that it is difficult to make comparisons of management fees because there are variations in the services that are included in the fees paid by other funds. The Directors compared each Fund’s contractual management fee rate with a peer group median, and where applicable, took into account the impact on the management fee rate of the administrative expense reimbursement paid to the Adviser in the latest fiscal year.

The Directors also considered the Adviser’s fee schedule for other clients utilizing investment strategies similar to those of each Fund. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and in a report from the Funds’ Senior Vice President and noted the differences between a Fund’s fee schedule, on the one hand, and the Adviser’s institutional fee schedule and the schedule of fees charged by the Adviser to any offshore funds and for services to any sub-advised funds utilizing investment strategies similar to those of the Fund, on the other, as applicable. The Directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the Directors and that they had previously discussed with the Adviser its policies in respect of such arrangements.

The Adviser reviewed with the Directors the significantly greater scope of the services it provides to each Fund relative to institutional, offshore fund and sub-advised fund clients, as applicable. In this regard, the Adviser noted, among other things, that, compared to institutional and offshore or sub-advisory accounts, each Fund, as applicable, (i) demands considerably more portfolio management, research and trading resources due to significantly higher daily cash flows; (ii) has more tax and regulatory restrictions and compliance obligations; (iii) must prepare and file or distribute regulatory and other communications about fund operations; and (iv) must provide shareholder servicing to retail investors. The Adviser also reviewed the greater legal risks presented by the large and changing population of Fund stockholders who may assert claims against the Adviser in individual or class actions, and the greater entrepreneurial risk in offering new fund products, which require substantial investment to launch, may not succeed, and generally must be priced to compete with larger, more established funds resulting in lack of profitability to the Adviser until a new fund achieves scale. In light of the substantial differences in services rendered by the Adviser to institutional, offshore fund and sub-advised fund clients as compared to the Funds, and the different risk profile, the Directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

In connection with their review of each Fund’s management fee, the Directors also considered the total expense ratio of the Fund in comparison to the medians for a peer group and a peer universe selected by the 15(c) provider. The Directors also considered the Adviser’s expense caps for certain Funds. The Directors view expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to a Fund by others.

The Board’s consideration of the Proposed Agreement was informed by their most recent approval of the Current Agreement, and, in the case of certain Funds, their discussion with the Adviser of the reasons for those Funds’ expense ratios in certain periods. On the basis of this review, the Directors concluded that each Fund’s expense ratio was acceptable.

Economies of Scale

The Directors noted that the management fee schedules for certain Funds do not contain breakpoints and that they had discussed their strong preference for breakpoints in advisory contracts with the Adviser. The Directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the Funds, and presentations from time to time by the Adviser concerning certain of its views on economies of scale. The Directors also had requested and received from the Adviser certain updates on economies of scale in advance of the Board meeting. The Directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The Directors noted that there is no established methodology for setting breakpoints that

 

22


    AB Variable Products Series Fund

 

give effect to the fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The Directors observed that in the mutual fund industry as a whole, as well as among funds similar to each Fund, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The Directors also noted that the advisory agreements for many funds do not have breakpoints at all.

The Directors informed the Adviser that they would monitor the asset levels of the Funds without breakpoints and their profitability to the Adviser and anticipated revisiting the question of breakpoints in the future if circumstances warrant doing so.

Interim Advisory Agreement

In approving the Interim Advisory Agreement, the Board with the assistance of independent counsel, considered similar factors to those considered in approving the Proposed Agreement. The Interim Advisory Agreement approved by the Board is identical to the Proposed Agreement, as well as the Current Agreement, in all material respects except for its proposed effective and termination dates and pro-visions intended to comply with the requirements of the relevant SEC rule, such as provisions requiring escrow of advisory fees. Under the Interim Advisory Agreement, the Adviser would continue to manage a Fund until a new advisory agreement was approved by stockholders or until the end of the 150-day period after termination of the Current Agreement, whichever would occur earlier. All fees earned by the Adviser under the Interim Advisory Agreement would be held in escrow pending stockholder approval of the Proposed Agreement. Upon approval of a new advisory agreement by stockholders, the escrowed management fees would be paid to the Adviser, and the Interim Advisory Agreement would terminate.

Information Regarding the Review and Approval of the Fund’s Current Advisory Agreement

The disinterested directors (the “directors”) of AB Variable Products Series Fund, Inc. (the “Company”) unanimously approved the continuance of the Company’s Advisory Agreement with the Adviser in respect of AB Balanced Hedged Allocation Portfolio (the “Fund”) at a meeting held in-person on November 4-6, 2025 (the “Meeting”).

Prior to approval of the continuance of the Advisory Agreement, the directors had requested from the Adviser, and received and evaluated, extensive materials. They reviewed the proposed continuance of the Advisory Agreement with the Adviser and with experienced counsel who are independent of the Adviser, who advised on the relevant legal standards. The directors also reviewed additional materials, including comparative analytical data prepared by the Senior Vice President of the Fund. The directors also discussed the proposed continuance in private sessions with counsel.

The directors considered their knowledge of the nature and quality of the services provided by the Adviser to the Fund gained from their experience as directors or trustees of most of the registered investment companies advised by the Adviser, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the directors and its responsiveness, frankness and attention to concerns raised by the directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the AB Funds. The directors noted that they have four regular meetings each year, at each of which they review extensive materials and information from the Adviser, including information on the investment performance of the Fund and the money market fund advised by the Adviser in which the Fund invests a portion of its assets.

The directors also considered all factors they believed relevant, including the specific matters discussed below. During the course of their deliberations, the directors evaluated, among other things, the reasonableness of the advisory fee. The directors did not identify any particular information that was all-important or controlling, and different directors may have attributed different weights to the various factors. The directors determined that the selection of the Adviser to manage the Fund and the overall arrangements between the Fund and the Adviser, as provided in the Advisory Agreement, including the advisory fee, were fair and reasonable in light of the services performed, expenses incurred and such other matters as the directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the directors’ determinations included the following:

Nature, Extent and Quality of Services Provided

The directors considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Fund. The directors noted that the Adviser from time to time reviews the Fund’s investment strategies and from time to time proposes changes intended to improve the Fund’s relative or absolute performance for the directors’ consideration. They

 

23


BALANCED HEDGED ALLOCATION PORTFOLIO
CONTINUANCE DISCLOSURE  
(continued)   AB Variable Products Series Fund

 

also noted the professional experience and qualifications of the Fund’s portfolio management team and other senior personnel of the Adviser. The directors also considered that the Advisory Agreement provides that the Fund will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services to the Fund by employees of the Adviser or its affiliates. Requests for these reimbursements are made on a quarterly basis and subject to approval by the directors. Reimbursements, to the extent requested and paid, result in a higher rate of total compensation from the Fund to the Adviser than the fee rate stated in the Advisory Agreement. The directors noted that the methodology used to determine the reimbursement amounts had been reviewed by an independent consultant at the request of the directors. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Fund’s other service providers, also was considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Fund under the Advisory Agreement.

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of the Fund to the Adviser for calendar years 2023 and 2024 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant at the request of the directors. The directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Fund, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Fund. The directors recognized that it is difficult to make comparisons of the profitability of the Advisory Agreement with the profitability of fund advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability of the Adviser’s relationship with the Fund before taxes and distribution expenses. The directors noted that the Fund was not profitable to the Adviser in the periods reviewed.

Fall-Out Benefits

The directors considered the other benefits to the Adviser and its affiliates from their relationships with the Fund and the money market fund advised by the Adviser in which the Fund invests, including, but not limited to, benefits relating to soft dollar arrangements (whereby investment advisers receive brokerage and research services from brokers that execute agency transactions for their clients); 12b-1 fees and sales charges received by the Fund’s principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of the Fund’s Class B shares; brokerage commissions paid by the Fund to brokers affiliated with the Adviser; and transfer agency fees paid by the Fund to a wholly owned subsidiary of the Adviser. The directors recognized that the Fund’s unprofitability to the Adviser would be exacerbated without these benefits. The directors understood that the Adviser also might derive reputational and other benefits from its association with the Fund.

Investment Results

In addition to the information reviewed by the directors in connection with the Meeting, the directors receive detailed performance information for the Fund at each regular Board meeting during the year.

At the Meetings, the directors reviewed performance information prepared by an independent service provider (the “15(c) service provider”), showing the performance of the Class A shares of the Fund against a group of similar funds (“peer group”) and a larger group of similar funds (“peer universe”), each selected by the 15(c) service provider, and information prepared by the Adviser showing performance of the Class A shares against a broad-based securities market index, in each case for the 1-, 3-, 5- and 10-year periods July 31, 2025 and (in the case of comparisons with the broad-based securities market index) for the period from inception. Based on their review, the directors concluded that the Fund’s investment performance was acceptable.

Advisory Fees and Other Expenses

The directors considered the advisory fee rate payable by the Fund to the Adviser and information prepared by the 15(c) service provider concerning advisory fee rates payable by other funds in the same category as the Fund. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds. The directors compared the Fund’s contractual effective advisory fee rate with a peer group median and noted that it was lower than the median. They also noted that the Adviser’s total rate of compensation, taking into account the impact of the administrative expense reimbursement paid to the Adviser in the latest fiscal year, was equal to the median.

 

24


    AB Variable Products Series Fund

 

The Adviser informed the directors that there were no institutional accounts managed by the Adviser that utilize investment strategies similar to those of the Fund.

In connection with their review of the Fund’s advisory fee, the directors also considered the total expense ratio of the Class B shares of the Fund in comparison to the medians for a peer group and a peer universe selected by the 15(c) service provider. The Class B expense ratio of the Fund was based on the Fund’s latest fiscal year. The Adviser had agreed to cap the Fund’s expenses, and the directors noted that the Fund’s expense ratio was currently below the level of the Adviser’s cap. The directors noted that it was likely that the expense ratios of some of the other funds in the Fund’s category were lowered by waivers or reimbursements by those funds’ investment advisers, which in some cases might be voluntary or temporary. The directors view expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to the Fund by others. The directors noted that the Fund’s expense ratio was above the median of a peer group and equal to the median of a peer universe. After reviewing and discussing the Adviser’s explanation for this, the directors concluded that the Fund’s expense ratio was acceptable.

Economies of Scale

The directors noted that the advisory fee schedule for the Fund contains breakpoints that reduce the fee rates on assets above specified levels. The directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the AB Funds, and presentations from time to time by the Adviser concerning certain of its views on economies of scale. The directors also had requested and received from the Adviser certain updates on economies of scale in advance of the Meeting. The directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The directors noted that there is no established methodology for setting breakpoints that give effect to the fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The directors observed that in the mutual fund industry as a whole, as well as among funds similar to the Fund, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The directors also noted that the advisory agreements for many funds do not have breakpoints at all. Having taken these factors into account, the directors concluded that the Fund’s shareholders would benefit from a sharing of economies of scale in the event the Fund’s net assets exceed a breakpoint in the future.

 

25


VPS-BHA-0152-0626


JUN 06.30.26

 

LOGO

 

SEMI-ANNUAL FINANCIAL STATEMENTS AND ADDITIONAL INFORMATION

AB VARIABLE PRODUCTS SERIES FUND, INC.

 

+  

AB DYNAMIC ASSET ALLOCATION PORTFOLIO


 

 

 

Investment Products Offered

 

   

Are Not FDIC Insured

   

May Lose Value

   

Are Not Bank Guaranteed

AllianceBernstein Investments, Inc. (ABI) is the distributor of the AB family of mutual funds. ABI is a member of FINRA and is an affiliate of AllianceBernstein L.P., the Adviser of the funds.

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AB’s website at www.abfunds.com or go to the Securities and Exchange Commission’s (the “Commission”) website at www.sec.gov, or call AB at (800) 227 4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The Fund’s Form N-PORT reports are available on the Commission’s website at www.sec.gov.

The [A/B] logo and AllianceBernstein® are registered trademarks used by permission of the owner, AllianceBernstein L.P.


DYNAMIC ASSET ALLOCATION PORTFOLIO
PORTFOLIO OF INVESTMENTS  
June 30, 2026 (unaudited)   AB Variable Products Series Fund

 




Company
 

Shares

    U.S. $ Value  
                                    

COMMON STOCKS–63.1%

   
   

INFORMATION TECHNOLOGY–19.1%

   

COMMUNICATIONS EQUIPMENT–0.7%

   

Arista Networks, Inc.(a)

    1,806     $ 306,803  

Ciena Corp.(a)

    239       117,244  

Cisco Systems, Inc.

    6,679       784,515  

F5, Inc.(a)

    96       39,932  

Lumentum Holdings, Inc.(a)

    121       103,825  

Motorola Solutions, Inc.

    281       116,697  

Nokia Oyj

    8,496       113,305  

Telefonaktiebolaget LM Ericsson–Class B

    4,469       50,118  
   

 

 

 
      1,632,439  
   

 

 

 

ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS–0.8%

   

Amphenol Corp.–Class A

    2,079       366,569  

CDW Corp./DE

    216       30,378  

Celestica, Inc.(a)

    194       70,752  

Coherent Corp.(a)

    314       123,864  

Corning, Inc.

    1,344       343,298  

Fabrinet(a)(b)

    61       34,287  

Flex Ltd.(a)

    622       100,808  

Halma PLC

    626       32,720  

Hexagon AB–Class B

    3,511       29,048  

Ibiden Co., Ltd.

    393       59,336  

Jabil, Inc.

    178       68,615  

Keyence Corp.

    319       161,250  

Keysight Technologies, Inc.(a)

    290       101,520  

Kyocera Corp.

    1,979       43,890  

Murata Manufacturing Co., Ltd.

    2,738       196,547  

TDK Corp.

    3,205       71,902  

TE Connectivity PLC

    496       99,999  

Teledyne Technologies, Inc.(a)

    78       52,018  

Yokogawa Electric Corp.

    370       13,003  
   

 

 

 
      1,999,804  
   

 

 

 

IT SERVICES–0.6%

   

Accenture PLC–Class A

    1,038       129,169  

Capgemini SE

    259       26,002  

CGI, Inc.(b)

    318       20,554  

Cognizant Technology Solutions Corp.–Class A

    809       31,333  

CoreWeave, Inc.–Class A(a)

    460       45,788  

Fujitsu Ltd.

    2,868       56,987  

Indra Sistemas SA

    127       6,966  

International Business Machines Corp.

    1,586       445,999  

MongoDB, Inc.(a)

    132       44,339  

NEC Corp.

    2,076       50,119  

Nomura Research Institute Ltd.(b)

    639       17,927  

Obic Co., Ltd.

    547       12,846  



Company
 

Shares

    U.S. $ Value  
                                    

Okta, Inc.(a)

    286     $ 39,025  

Otsuka Corp.(b)

    386       6,608  

Shopify, Inc.–Class A(a)

    2,073       237,169  

Snowflake, Inc.(a)

    555       141,248  

Twilio, Inc.–Class A(a)

    243       50,138  

VeriSign, Inc.

    140       35,218  
   

 

 

 
      1,397,435  
   

 

 

 

SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–9.8%

   

Advanced Micro Devices, Inc.(a)

    2,757       1,601,569  

Advantest Corp.

    1,238       254,692  

Analog Devices, Inc.

    825       327,665  

Applied Materials, Inc.

    1,342       970,266  

ASM International NV

    79       90,849  

ASML Holding NV

    656       1,298,995  

Astera Labs, Inc.(a)

    230       111,095  

BE Semiconductor Industries NV

    120       39,630  

Broadcom, Inc.

    7,605       2,872,789  

Credo Technology Group Holding Ltd.(a)

    281       76,418  

Disco Corp.

    147       76,474  

Entegris, Inc.

    257       46,224  

First Solar, Inc.(a)

    173       40,821  

Infineon Technologies AG

    2,208       207,998  

Intel Corp.(a)

    7,429       1,037,311  

Kioxia Holdings Corp.(a)

    531       308,633  

KLA Corp.

    2,220       669,796  

Lam Research Corp.

    2,111       914,760  

Lasertec Corp.

    132       41,928  

Marvell Technology, Inc.

    1,442       429,557  

Microchip Technology, Inc.

    915       83,448  

Micron Technology, Inc.

    1,907       2,201,231  

Monolithic Power Systems, Inc.

    79       109,206  

Nova Ltd.(a)

    52       27,655  

NVIDIA Corp.

    39,033       7,810,113  

NXP Semiconductors NV

    427       120,000  

ON Semiconductor Corp.(a)

    665       62,869  

Qnity Electronics, Inc.

    354       57,812  

QUALCOMM, Inc.

    1,804       333,361  

Renesas Electronics Corp.

    2,926       90,322  

SCREEN Holdings Co., Ltd.(b)

    258       28,942  

STMicroelectronics NV

    1,069       79,075  

Teradyne, Inc.

    265       128,218  

Texas Instruments, Inc.

    1,539       458,730  

Tokyo Electron Ltd.

    758       367,519  

Tower Semiconductor Ltd.(a)

    189       48,935  
   

 

 

 
      23,424,906  
   

 

 

 

SOFTWARE–3.6%

   

Adobe, Inc.(a)

    683       140,029  

AppLovin Corp.–Class A(a)

    388       199,909  

Atlassian Corp.–Class A(a)

    287       22,326  

Autodesk, Inc.(a)

    357       69,408  

 

1


DYNAMIC ASSET ALLOCATION PORTFOLIO
PORTFOLIO OF INVESTMENTS  
(continued)   AB Variable Products Series Fund

 




Company
 

Shares

    U.S. $ Value  
                                    

Cadence Design Systems, Inc.(a)

    467     $ 175,274  

Check Point Software Technologies Ltd.(a)

    132       17,349  

Circle Internet Group, Inc.(a)

    251       15,720  

Cloudflare, Inc.–Class A(a)

    525       128,772  

Coinbase Global, Inc.–Class A(a)

    358       52,336  

Constellation Software, Inc./Canada

    34       64,008  

Crowdstrike Holdings, Inc.–Class A(a)

    417       318,229  

CyberArk Software Ltd.(a)(c)(d)

    92       4,140  

Dassault Systemes SE

    1,134       23,130  

Datadog, Inc.–Class A(a)

    528       137,470  

Descartes Systems Group, Inc. (The)(a)

    145       10,043  

Fair Isaac Corp.(a)

    39       46,596  

Fortinet, Inc.(a)

    1,063       163,298  

Gen Digital, Inc.

    896       22,301  

Intuit, Inc.

    468       122,148  

IREN Ltd.(a)

    548       25,060  

Microsoft Corp.

    11,928       4,449,383  

Nebius Group NV(a)(b)

    341       94,174  

Nemetschek SE

    98       5,966  

Octave Intelligence PLC (SDR)(a)

    367       5,920  

Oracle Corp.

    2,918       427,633  

Palantir Technologies, Inc.–Class A(a)

    3,682       429,579  

Palo Alto Networks, Inc.(a)

    1,371       467,538  

PTC, Inc.(a)

    201       22,836  

Roper Technologies, Inc.

    174       58,880  

Sage Group PLC (The)

    1,562       16,946  

Salesforce, Inc.

    1,349       211,334  

Samsara, Inc.–Class A(a)

    592       19,199  

SAP SE

    1,766       272,226  

ServiceNow, Inc.(a)

    1,769       175,626  

Strategy, Inc.(a)

    441       38,336  

Synopsys, Inc.(a)

    308       137,390  

Trimble, Inc.(a)

    396       20,267  

Tyler Technologies, Inc.(a)

    72       21,057  

WiseTech Global Ltd.(b)

    327       7,502  

Workday, Inc.–Class A(a)

    356       43,582  

Xero Ltd.(a)

    274       13,775  

Zoom Communications, Inc.(a)

    405       34,956  

Zscaler, Inc.(a)

    177       24,984  
   

 

 

 
      8,756,635  
   

 

 

 

TECHNOLOGY HARDWARE, STORAGE & PERIPHERALS–3.6%

   

Apple, Inc.

    24,824       7,183,073  

Canon, Inc.(b)

    1,353       34,651  

Dell Technologies, Inc.–Class C

    509       219,613  



Company
 

Shares

    U.S. $ Value  
                                    

Everpure, Inc.–Class A(a)

    531     $ 41,837  

FUJIFILM Holdings Corp.

    1,893       40,498  

Hewlett Packard Enterprise Co.

    2,244       101,227  

HP, Inc.

    1,546       33,919  

IonQ, Inc.(a)(b)

    573       30,518  

Logitech International SA (REG)

    292       27,392  

NetApp, Inc.

    334       51,690  

Seagate Technology Holdings PLC

    369       356,085  

Super Micro Computer, Inc.(a)

    863       25,312  

Western Digital Corp.

    585       373,651  
   

 

 

 
      8,519,466  
   

 

 

 
      45,730,685  
   

 

 

 

FINANCIALS–10.0%

   

BANKS–4.6%

   

ABN AMRO Bank NV

    1,044       44,403  

AIB Group PLC

    3,721       43,731  

ANZ Group Holdings Ltd.(b)

    5,097       124,389  

Banca Monte dei Paschi di Siena SpA

    3,211       39,904  

Banco Bilbao Vizcaya Argentaria SA

    9,526       239,834  

Banco BPM SpA

    1,921       33,219  

Banco Comercial Portugues SA

    13,768       16,290  

Banco de Sabadell SA

    8,070       28,596  

Banco Santander SA

    24,216       336,114  

Bank Hapoalim BM

    2,215       51,090  

Bank Leumi Le-Israel BM

    2,499       55,924  

Bank of America Corp.

    11,478       654,016  

Bank of Ireland Group PLC

    1,607       32,016  

Bank of Montreal

    1,164       205,732  

Bank of Nova Scotia (The)

    2,084       181,135  

Bankinter SA

    1,064       17,818  

Banque Cantonale Vaudoise (REG)(b)

    58       8,491  

Barclays PLC

    23,137       155,041  

BAWAG Group AG(e)

    124       24,860  

BNP Paribas SA

    1,676       195,745  

BOC Hong Kong Holdings Ltd.–Class H

    6,257       33,954  

BPER Banca SpA

    2,646       41,572  

CaixaBank SA

    5,939       84,145  

Canadian Imperial Bank of Commerce

    1,553       178,837  

Chiba Bank Ltd. (The)

    918       14,063  

Citigroup, Inc.

    2,884       403,645  

Citizens Financial Group, Inc.

    719       50,380  

Commerzbank AG

    1,146       48,813  

Commonwealth Bank of Australia(b)

    2,830       322,519  

Credit Agricole SA

    1,535       30,874  

Danske Bank A/S

    1,059       56,765  

DBS Group Holdings Ltd.

    3,486       176,513  

 

2


    AB Variable Products Series Fund

 




Company
 

Shares

    U.S. $ Value  
                                    

DNB Bank ASA

    1,374     $ 40,907  

Erste Group Bank AG

    521       69,730  

Fifth Third Bancorp

    1,531       86,303  

FinecoBank Banca Fineco SpA

    1,035       26,024  

First Citizens BancShares, Inc./NC–Class A

    13       27,050  

HSBC Holdings PLC

    29,055       549,409  

Huntington Bancshares, Inc./OH

    3,444       61,062  

ING Groep NV

    4,938       155,810  

Intesa Sanpaolo SpA

    23,555       161,900  

Israel Discount Bank Ltd.–Class A

    2,069       20,486  

Japan Post Bank Co., Ltd.

    3,023       57,535  

JPMorgan Chase & Co.

    4,535       1,484,442  

KBC Group NV

    388       52,994  

KeyCorp

    1,542       35,543  

Lloyds Banking Group PLC

    99,021       144,920  

M&T Bank Corp.

    252       59,979  

Mitsubishi UFJ Financial Group, Inc.

    18,060       359,808  

Mizrahi Tefahot Bank Ltd.

    264       17,485  

Mizuho Financial Group, Inc.

    3,999       192,067  

National Australia Bank Ltd.

    5,187       136,204  

National Bank of Canada

    655       103,410  

NatWest Group PLC

    13,494       119,070  

Nordea Bank Abp

    5,192       98,528  

Oversea-Chinese Banking Corp., Ltd.

    5,535       106,220  

Pinnacle Financial Partners, Inc.

    255       25,724  

PNC Financial Services Group, Inc. (The)

    680       167,430  

Raiffeisen Bank International AG

    222       14,192  

Regions Financial Corp.

    1,445       43,639  

Resona Holdings, Inc.

    3,511       45,777  

Royal Bank of Canada

    2,363       489,311  

Skandinaviska Enskilda Banken AB

    2,474       49,260  

Societe Generale SA

    1,080       95,591  

Standard Chartered PLC

    3,010       81,398  

Sumitomo Mitsui Financial Group, Inc.

    6,148       240,996  

Sumitomo Mitsui Trust Group, Inc.

    1,063       39,692  

Svenska Handelsbanken AB–Class A

    2,302       33,875  

Swedbank AB–Class A

    1,388       51,850  

Toronto-Dominion Bank (The)

    2,800       340,442  

Truist Financial Corp.

    2,098       104,522  

UniCredit SpA

    2,295       205,675  

United Overseas Bank Ltd.

    2,042       62,883  

US Bancorp

    2,625       158,550  

Wells Fargo & Co.

    5,181       428,158  

Westpac Banking Corp.(b)

    5,783       140,907  



Company
 

Shares

    U.S. $ Value  
                                    

Yokohama Financial Group, Inc.

    1,645     $ 17,716  
   

 

 

 
      10,934,902  
   

 

 

 

CAPITAL MARKETS–1.9%

   

3i Group PLC

    1,646       54,127  

Ameriprise Financial, Inc.

    153       70,190  

Amundi SA

    105       10,079  

Ares Management Corp.–Class A(b)

    355       39,515  

ASX Ltd.(b)

    330       12,178  

Bank of New York Mellon Corp. (The)

    1,161       167,892  

Blackrock, Inc.

    250       240,390  

Blackstone, Inc.

    1,255       147,676  

Brookfield Asset Management Ltd.–Class A(b)

    554       24,851  

Brookfield Corp.

    3,377       144,081  

Carlyle Group, Inc. (The)

    443       18,655  

Cboe Global Markets, Inc.

    177       42,953  

Charles Schwab Corp. (The)

    2,792       257,618  

CME Group, Inc.

    613       135,369  

CVC Capital Partners PLC(b)(e)

    356       5,179  

Daiwa Securities Group, Inc.

    2,123       21,055  

Deutsche Bank AG (REG)

    3,069       103,938  

Deutsche Boerse AG

    307       83,734  

EQT AB(b)

    731       20,680  

Euronext NV(e)

    131       20,954  

Futu Holdings Ltd. (ADR)

    83       7,780  

Goldman Sachs Group, Inc. (The)

    499       504,674  

Hong Kong Exchanges & Clearing Ltd.–Class H

    2,037       94,775  

IGM Financial, Inc.

    138       7,704  

Interactive Brokers Group, Inc.–Class A

    716       62,321  

Intercontinental Exchange, Inc.

    958       117,939  

Japan Exchange Group, Inc.

    1,614       20,427  

Julius Baer Group Ltd.

    394       34,042  

KKR & Co., Inc.

    1,055       96,828  

London Stock Exchange Group PLC

    754       81,519  

LPL Financial Holdings, Inc.

    136       38,308  

Macquarie Group Ltd.

    612       106,393  

Moody’s Corp.

    255       115,495  

Morgan Stanley

    2,004       418,916  

MSCI, Inc.

    121       67,765  

Nasdaq, Inc.

    769       60,613  

Nomura Holdings, Inc.

    4,961       43,557  

Northern Trust Corp.

    297       51,631  

Partners Group Holding AG

    39       31,944  

Raymond James Financial, Inc.

    300       45,609  

Robinhood Markets, Inc.–Class A(a)

    1,269       127,255  

S&P Global, Inc.

    513       208,924  

 

3


DYNAMIC ASSET ALLOCATION PORTFOLIO
PORTFOLIO OF INVESTMENTS  
(continued)   AB Variable Products Series Fund

 




Company
 

Shares

    U.S. $ Value  
                                    

SBI Holdings, Inc.

    894     $ 14,661  

Schroders PLC

    1,362       10,616  

Singapore Exchange Ltd.

    1,359       25,355  

State Street Corp.

    471       79,882  

T. Rowe Price Group, Inc.

    368       41,838  

TMX Group Ltd.

    468       15,321  

Tradeweb Markets, Inc.–Class A

    196       19,533  

UBS Group AG (REG)(a)

    6,078       301,232  
   

 

 

 
      4,473,971  
   

 

 

 

CONSUMER FINANCE–0.2%

   

American Express Co.

    899       304,087  

Capital One Financial Corp.

    1,011       202,827  

SoFi Technologies, Inc.(a)(b)

    2,156       38,657  

Synchrony Financial

    588       44,717  
   

 

 

 
      590,288  
   

 

 

 

FINANCIAL SERVICES–1.6%

   

Adyen NV(a)

    45       42,215  

Affirm Holdings, Inc.(a)(b)

    470       38,328  

Apollo Global Management, Inc.(b)

    709       83,882  

Banca Mediolanum SpA

    347       8,648  

Berkshire Hathaway, Inc.–Class B(a)

    2,351       1,176,417  

Block, Inc.(a)

    866       65,816  

Corebridge Financial, Inc.

    405       11,595  

Corpay, Inc.(a)

    106       35,327  

EXOR NV(c)

    149       11,415  

Fidelity National Information Services, Inc.

    870       33,826  

Fiserv, Inc.(a)

    904       44,341  

Global Payments, Inc.

    396       28,734  

Groupe Bruxelles Lambert NV

    124       11,306  

Industrivarden AB–Class A

    178       9,986  

Industrivarden AB–Class C

    271       14,883  

Infratil Ltd.(b)

    1,521       13,342  

Investor AB–Class B

    2,927       121,620  

L E Lundbergforetagen AB–Class B

    122       7,033  

M&G PLC

    3,769       16,815  

Mastercard, Inc.–Class A

    1,385       711,336  

Mitsubishi HC Capital, Inc.(b)

    1,488       12,087  

ORIX Corp.

    1,853       70,584  

PayPal Holdings, Inc.

    1,445       62,395  

Poste Italiane SpA

    773       25,303  

Rocket Cos., Inc.–Class A(a)(b)

    1,519       23,924  

Sofina SA(b)

    26       6,622  

Toast, Inc.–Class A(a)

    797       22,172  

Visa, Inc.–Class A

    2,842       975,062  

Washington H Soul Pattinson & Co., Ltd.

    578       18,476  

Wise Group PLC–Class A(a)

    1,214       14,553  
   

 

 

 
      3,718,043  
   

 

 

 



Company
 

Shares

    U.S. $ Value  
                                    

INSURANCE–1.7%

   

Admiral Group PLC

    440     $ 20,781  

Aegon Ltd.

    2,061       17,540  

Aflac, Inc.

    784       91,924  

Ageas SA/NV

    252       20,163  

AIA Group Ltd.–Class H

    17,768       162,670  

Allianz SE (REG)

    643       304,363  

Allstate Corp. (The)

    437       103,980  

American International Group, Inc.

    904       67,375  

Aon PLC–Class A

    344       114,101  

Arch Capital Group Ltd.(a)

    587       56,974  

Arthur J Gallagher & Co.

    435       99,863  

ASR Nederland NV

    265       20,013  

Aviva PLC

    5,123       44,169  

AXA SA

    2,651       132,840  

Brown & Brown, Inc.

    488       31,305  

Chubb Ltd.

    591       201,377  

Cincinnati Financial Corp.

    263       48,692  

Daiichi Life Group, Inc.

    5,818       63,525  

Erie Indemnity Co.–Class A(b)

    43       10,309  

Everest Group Ltd.

    68       24,292  

Fairfax Financial Holdings Ltd.

    32       52,634  

Fidelity National Financial, Inc.

    436       20,562  

Generali(b)

    1,376       67,084  

Gjensidige Forsikring ASA

    338       9,149  

Great-West Lifeco, Inc.

    420       26,762  

Hannover Rueck SE

    102       28,248  

Harel Insurance Investments & Financial Services Ltd.

    200       10,536  

Hartford Insurance Group, Inc. (The)

    465       61,622  

Helvetia Baloise Holding AG

    150       38,685  

iA Financial Corp., Inc.

    152       20,988  

Insurance Australia Group Ltd.

    3,775       21,113  

Intact Financial Corp.

    300       61,916  

Japan Post Holdings Co., Ltd.

    2,849       38,294  

Japan Post Insurance Co., Ltd.

    896       8,469  

Legal & General Group PLC

    8,856       33,576  

Loews Corp.

    287       32,491  

Manulife Financial Corp.

    2,835       114,979  

Mapfre SA

    1,562       7,734  

Markel Group, Inc.(a)

    21       41,013  

Marsh & McLennan Cos., Inc.

    815       135,836  

Medibank Pvt. Ltd.

    4,657       16,000  

MetLife, Inc.

    937       79,280  

MS&AD Insurance Group Holdings, Inc.

    2,019       52,332  

Muenchener Rueckversicherungs-Gesellschaft AG in Muenchen (REG)

    221       123,420  

NN Group NV

    445       39,013  

 

4


    AB Variable Products Series Fund

 




Company
 

Shares

    U.S. $ Value  
                                    

Phoenix Financial Ltd.

    385     $ 21,286  

Power Corp. of Canada(b)

    904       56,359  

Principal Financial Group, Inc.

    367       39,555  

Progressive Corp. (The)

    989       216,047  

Prudential Financial, Inc.

    588       63,463  

Prudential PLC

    4,268       56,688  

QBE Insurance Group Ltd.

    2,539       44,166  

Sampo Oyj–Class A

    4,040       42,428  

Sompo Holdings, Inc.

    1,382       52,503  

Standard Life PLC

    1,191       13,166  

Sun Life Financial, Inc.(b)

    937       73,566  

Suncorp Group Ltd.

    1,831       24,428  

Swiss Re AG

    572       90,919  

T&D Holdings, Inc.

    743       22,162  

Talanx AG

    100       12,648  

Tokio Marine Holdings, Inc.

    3,025       133,006  

Travelers Cos., Inc. (The)

    360       118,843  

Tryg A/S

    517       11,769  

Unipol Assicurazioni SpA

    607       16,966  

W R Berkley Corp.

    364       25,673  

Willis Towers Watson PLC

    160       41,819  

Zurich Insurance Group AG

    280       207,097  
   

 

 

 
      4,162,549  
   

 

 

 

MORTGAGE REAL ESTATE INVESTMENT TRUSTS (REITs)–0.0%

   

Annaly Capital Management, Inc.

    1,215       27,167  
   

 

 

 
      23,906,920  
   

 

 

 

INDUSTRIALS–7.4%

   

AEROSPACE & DEFENSE–1.6%

   

Airbus SE

    1,005       223,604  

Axon Enterprise, Inc.(a)

    129       72,319  

BAE Systems PLC

    4,954       121,406  

Boeing Co. (The)(a)

    1,262       273,185  

Bombardier, Inc.–Class B(a)

    141       32,464  

CAE, Inc.(a)(b)

    490       12,269  

CSG NV(a)(b)

    254       3,707  

Curtiss-Wright Corp.

    62       46,981  

Dassault Aviation SA

    29       9,526  

Elbit Systems Ltd.

    47       35,738  

FTAI Aviation Ltd.

    169       45,720  

General Dynamics Corp.

    389       137,799  

General Electric Co.

    1,767       660,381  

HEICO Corp.

    72       25,646  

HEICO Corp.–Class A

    128       33,012  

Hensoldt AG

    103       8,001  

Honeywell Aerospace, Inc.(a)

    537       118,720  

Howmet Aerospace, Inc.

    678       182,287  

Kongsberg Gruppen ASA

    706       21,276  

L3Harris Technologies, Inc.

    316       91,826  

Leonardo SpA

    684       36,724  

Lockheed Martin Corp.

    351       178,820  

Melrose Industries PLC

    2,111       13,311  

MTU Aero Engines AG

    91       37,920  



Company
 

Shares

    U.S. $ Value  
                                    

Northrop Grumman Corp.

    228     $ 116,123  

Rheinmetall AG

    79       89,885  

Rocket Lab Corp.(a)

    880       89,452  

Rolls-Royce Holdings PLC

    14,201       272,228  

RTX Corp.

    2,276       431,825  

Saab AB–Class B

    542       28,257  

Safran SA

    584       230,143  

Singapore Technologies Engineering Ltd.

    2,640       21,263  

Textron, Inc.

    294       26,969  

Thales SA

    157       40,349  

TransDigm Group, Inc.

    95       126,544  
   

 

 

 
      3,895,680  
   

 

 

 

AIR FREIGHT & LOGISTICS–0.2%

   

CH Robinson Worldwide, Inc.

    199       37,480  

Deutsche Post AG

    1,556       94,599  

DSV A/S

    325       77,335  

Expeditors International of Washington, Inc.

    225       36,670  

FedEx Corp.

    389       121,808  

InPost SA(a)

    423       7,455  

United Parcel Service, Inc.–Class B

    1,259       135,342  
   

 

 

 
      510,689  
   

 

 

 

BUILDING PRODUCTS–0.4%

   

AGC, Inc.(b)

    322       13,913  

Allegion PLC

    146       20,511  

Assa Abloy AB–Class B

    1,650       58,296  

Belimo Holding AG (REG)

    17       19,114  

Carlisle Cos., Inc.

    69       25,030  

Carrier Global Corp.

    1,271       93,228  

Cie de Saint-Gobain SA

    753       68,284  

Daikin Industries Ltd.

    446       68,032  

Geberit AG (REG)

    65       43,376  

Johnson Controls International PLC

    1,035       151,224  

Kingspan Group PLC

    259       23,686  

Lennox International, Inc.

    53       30,366  

Masco Corp.

    343       27,910  

Nibe Industrier AB–Class B

    2,412       8,966  

Otis Worldwide Corp.

    657       47,041  

ROCKWOOL A/S–Class B

    159       5,100  

Trane Technologies PLC

    374       183,694  
   

 

 

 
      887,771  
   

 

 

 

COMMERCIAL SERVICES & SUPPLIES–0.3%

   

Brambles Ltd.

    2,283       30,825  

Cintas Corp.

    575       97,796  

Copart, Inc.(a)

    1,507       42,482  

Dai Nippon Printing Co., Ltd.

    613       11,248  

Element Fleet Management Corp.

    673       13,890  

GFL Environmental, Inc.(b)

    414       15,223  

RB Global, Inc.(b)

    314       36,555  

Rentokil Initial PLC

    4,271       24,289  

 

5


DYNAMIC ASSET ALLOCATION PORTFOLIO
PORTFOLIO OF INVESTMENTS  
(continued)   AB Variable Products Series Fund

 




Company
 

Shares

    U.S. $ Value  
                                    

Republic Services, Inc.

    340     $ 72,447  

Rollins, Inc.

    489       20,411  

Secom Co., Ltd.

    671       26,656  

Securitas AB–Class B

    808       13,270  

TOPPAN Holdings, Inc.(b)

    374       11,859  

Veralto Corp.

    415       36,802  

Verisure PLC(a)(b)

    393       4,382  

Waste Connections, Inc.

    432       72,010  

Waste Management, Inc.

    681       151,781  
   

 

 

 
      681,926  
   

 

 

 

CONSTRUCTION & ENGINEERING–0.3%

   

ACS Actividades de Construccion y Servicios SA

    299       43,970  

AtkinsRealis Group, Inc.(b)

    277       17,203  

Bouygues SA

    375       20,941  

Comfort Systems USA, Inc.

    59       116,935  

Eiffage SA

    116       17,111  

EMCOR Group, Inc.

    75       62,241  

Ferrovial NV(b)

    802       54,970  

HOCHTIEF AG

    25       14,491  

Kajima Corp.

    670       24,423  

MasTec, Inc.(a)

    103       42,854  

Obayashi Corp.

    1,053       21,280  

Quanta Services, Inc.

    254       182,890  

Shimizu Corp.

    818       12,954  

Skanska AB–Class B

    559       14,954  

Stantec, Inc.

    193       13,312  

Taisei Corp.

    241       21,334  

Vinci SA

    788       115,086  

WSP Global, Inc.

    228       28,270  
   

 

 

 
      825,219  
   

 

 

 

ELECTRICAL EQUIPMENT–1.2%

   

ABB Ltd. (REG)

    3,001       326,447  

AMETEK, Inc.

    387       93,631  

Bloom Energy Corp.–Class A(a)

    457       138,334  

Eaton Corp. PLC

    656       279,535  

Emerson Electric Co.

    950       135,993  

Fuji Electric Co., Ltd.

    234       19,821  

Fujikura Ltd.

    2,551       101,126  

Furukawa Electric Co., Ltd.

    1,110       33,386  

GE Vernova, Inc.

    456       535,736  

Hubbell, Inc.

    90       47,088  

Legrand SA

    432       73,200  

Mitsubishi Electric Corp.

    3,216       117,945  

NIDEC Corp.(a)

    1,412       23,209  

Prysmian SpA

    476       80,131  

Rockwell Automation, Inc.

    190       94,065  

Schneider Electric SE

    927       303,338  

Siemens Energy AG

    1,310       249,740  

Vertiv Holdings Co.–Class A

    615       205,914  

Vestas Wind Systems A/S

    1,622       45,924  
   

 

 

 
      2,904,563  
   

 

 

 



Company
 

Shares

    U.S. $ Value  
                                    

GROUND TRANSPORTATION–0.5%

   

Ayvens SA(e)

    563     $ 7,416  

Canadian National Railway Co.

    875       104,420  

Canadian Pacific Kansas City Ltd.(b)

    1,509       130,828  

Central Japan Railway Co.

    1,270       27,108  

CSX Corp.

    3,145       149,482  

East Japan Railway Co.(b)

    1,630       34,064  

Fedex Freight Holding Co., Inc.(a)

    194       29,294  

Grab Holdings Ltd.–Class A(a)(b)

    4,030       15,193  

Hankyu Hanshin Holdings, Inc.(b)

    383       10,077  

JB Hunt Transport Services, Inc.

    128       37,047  

MTR Corp., Ltd.–Class H(b)

    2,631       10,261  

Norfolk Southern Corp.

    380       119,544  

Old Dominion Freight Line, Inc.

    317       68,662  

Seibu Holdings, Inc.

    336       6,582  

TFI International, Inc.(b)

    132       19,001  

Uber Technologies, Inc.(a)

    3,013       217,418  

Union Pacific Corp.

    1,004       273,088  

West Japan Railway Co.(b)

    693       11,607  

XPO, Inc.(a)

    194       39,827  
   

 

 

 
      1,310,919  
   

 

 

 

INDUSTRIAL CONGLOMERATES–0.4%

   

3M Co.

    891       144,262  

CK Hutchison Holdings Ltd.–Class H

    4,533       38,420  

Hikari Tsushin, Inc.

    30       6,592  

Hitachi Ltd.

    7,477       206,934  

Honeywell International, Inc.

    538       120,346  

Investment AB Latour–Class B

    230       4,571  

Jardine Matheson Holdings Ltd.

    273       16,835  

Keppel Ltd.

    2,386       20,238  

Lifco AB–Class B

    358       11,733  

Siemens AG (REG)

    1,256       403,813  

Smiths Group PLC

    515       17,494  

Swire Pacific Ltd.–Class H

    593       6,194  
   

 

 

 
      997,432  
   

 

 

 

MACHINERY–1.4%

   

Alfa Laval AB

    489       29,172  

Alstom SA(a)

    586       10,238  

Atlas Copco AB–Class A

    4,258       86,306  

Atlas Copco AB–Class B

    2,507       44,444  

Caterpillar, Inc.

    787       838,076  

CNH Industrial NV(b)

    1,468       16,486  

Cummins, Inc.

    234       166,891  

Daifuku Co., Ltd.

    530       23,479  

Daimler Truck Holding AG

    777       37,474  

 

6


    AB Variable Products Series Fund

 




Company
 

Shares

    U.S. $ Value  
                                    

Deere & Co.

    411     $ 260,710  

Dover Corp.

    228       51,136  

Ebara Corp.(b)

    773       30,273  

Epiroc AB–Class A

    1,045       28,671  

Epiroc AB–Class B

    643       14,924  

FANUC Corp.

    1,578       72,661  

Fortive Corp.

    482       29,445  

GEA Group AG

    248       17,029  

Graco, Inc.

    280       21,171  

IDEX Corp.

    125       28,369  

IHI Corp.

    1,648       27,824  

Illinois Tool Works, Inc.

    463       125,228  

Indutrade AB

    462       9,560  

Ingersoll Rand, Inc.

    662       54,277  

Kawasaki Heavy Industries Ltd.(b)

    1,242       22,477  

Knorr-Bremse AG

    109       12,683  

Komatsu Ltd.

    1,455       56,814  

Kone Oyj–Class B

    556       31,628  

Kubota Corp.(b)

    1,637       27,391  

Makita Corp.

    367       13,198  

Metso Oyj

    1,086       18,884  

Minebea Mitsumi, Inc.

    560       16,611  

Mitsubishi Heavy Industries Ltd.

    5,419       123,134  

Nordson Corp.

    90       27,152  

PACCAR, Inc.

    890       106,907  

Parker-Hannifin Corp.

    213       208,340  

Pentair PLC

    273       20,928  

Rational AG

    9       6,593  

Sandvik AB

    1,750       72,266  

Schindler Holding AG

    78       25,857  

SKF AB–Class B

    577       14,821  

SMC Corp.

    92       41,132  

Snap-on, Inc.

    88       35,411  

Spirax Group PLC

    125       11,340  

Techtronic Industries Co., Ltd.–Class H

    2,320       38,608  

Trelleborg AB–Class B

    326       13,582  

VAT Group AG(e)

    52       45,600  

Volvo AB–Class B

    2,624       89,257  

Wartsila Oyj Abp(b)

    825       31,509  

Westinghouse Air Brake Technologies Corp.

    288       77,645  

Xylem, Inc./NY

    411       48,584  

Yangzijiang Shipbuilding Holdings Ltd.

    4,368       11,587  
   

 

 

 
      3,273,783  
   

 

 

 

MARINE TRANSPORTATION–0.0%

   

AP Moller–Maersk A/S–Class A

    4       9,233  

AP Moller–Maersk A/S–Class B

    6       14,253  

Kawasaki Kisen Kaisha Ltd.

    594       9,105  

Kuehne & Nagel International AG (REG)

    92       22,323  

Mitsui OSK Lines Ltd.(b)

    568       18,196  



Company
 

Shares

    U.S. $ Value  
                                    

Nippon Yusen KK

    657     $ 21,250  

SITC International Holdings Co., Ltd.–Class H

    2,283       9,158  
   

 

 

 
      103,518  
   

 

 

 

PASSENGER AIRLINES–0.1%

   

ANA Holdings, Inc.

    273       4,998  

Delta Air Lines, Inc.

    278       26,037  

Deutsche Lufthansa AG (REG)

    1,014       11,619  

International Consolidated Airlines Group SA(b)

    1,949       12,373  

Qantas Airways Ltd.

    1,254       9,213  

Ryanair Holdings PLC

    706       22,069  

Singapore Airlines Ltd.(b)

    2,535       15,075  

United Airlines Holdings, Inc.(a)

    137       18,631  
   

 

 

 
      120,015  
   

 

 

 

PROFESSIONAL SERVICES–0.4%

   

Automatic Data Processing, Inc.

    681       152,510  

Broadridge Financial Solutions, Inc.

    197       26,979  

Bureau Veritas SA

    537       16,448  

Computershare Ltd.

    880       23,305  

Equifax, Inc.

    204       32,379  

Experian PLC

    1,523       51,330  

Intertek Group PLC

    260       20,014  

Jacobs Solutions, Inc.

    199       25,074  

Leidos Holdings, Inc.

    202       20,800  

Paychex, Inc.

    545       53,590  

Recruit Holdings Co., Ltd.

    2,241       155,926  

RELX PLC

    3,019       95,415  

SGS SA (REG)

    317       36,760  

SS&C Technologies Holdings, Inc.

    357       22,152  

Thomson Reuters Corp.(b)

    222       18,096  

TransUnion

    326       23,518  

Verisk Analytics, Inc.

    222       39,856  

Wolters Kluwer NV

    383       24,765  
   

 

 

 
      838,917  
   

 

 

 

TRADING COMPANIES & DISTRIBUTORS–0.5%

   

AddTech AB–Class B

    440       15,549  

AerCap Holdings NV

    272       39,652  

Beijer Ref AB–Class B

    691       10,128  

Brenntag SE

    195       11,857  

Bunzl PLC

    548       19,125  

Fastenal Co.

    1,942       93,274  

Ferguson Enterprises, Inc.

    329       78,082  

ITOCHU Corp.

    9,379       107,039  

Marubeni Corp.

    2,387       69,590  

Mitsubishi Corp.

    5,109       136,677  

Mitsui & Co., Ltd.

    3,996       111,580  

Rexel SA

    375       16,429  

 

7


DYNAMIC ASSET ALLOCATION PORTFOLIO
PORTFOLIO OF INVESTMENTS  
(continued)   AB Variable Products Series Fund

 




Company
 

Shares

    U.S. $ Value  
                                    

SGH Ltd.(b)

    344     $ 11,112  

Sumitomo Corp.

    6,868       66,013  

Sunbelt Rentals Holdings, Inc.

    694       50,626  

Toromont Industries Ltd.

    138       22,693  

Toyota Tsusho Corp.

    1,078       40,125  

United Rentals, Inc.

    107       121,219  

Watsco, Inc.(b)

    59       24,587  

WW Grainger, Inc.

    74       100,670  
   

 

 

 
      1,146,027  
   

 

 

 

TRANSPORTATION INFRASTRUCTURE–0.1%

   

Aena SME SA

    1,268       38,639  

Aeroports de Paris SA

    54       7,042  

Auckland International Airport Ltd.(b)

    2,874       13,643  

Getlink SE

    418       8,885  

Transurban Group(b)

    5,276       52,459  
   

 

 

 
      120,668  
   

 

 

 
      17,617,127  
   

 

 

 

HEALTH CARE–5.7%

   

BIOTECHNOLOGY–0.9%

   

AbbVie, Inc.

    2,991       752,655  

Abivax SA(a)

    90       11,870  

Alnylam Pharmaceuticals, Inc.(a)

    224       67,431  

Amgen, Inc.

    911       329,891  

Argenx SE(a)

    105       97,321  

Biogen, Inc.(a)

    248       53,583  

CSL Ltd.

    821       65,503  

Genmab A/S(a)

    103       28,238  

Gilead Sciences, Inc.

    2,099       265,188  

Incyte Corp.(a)

    286       32,421  

Insmed, Inc.(a)

    356       37,957  

Natera, Inc.(a)

    228       61,890  

Neurocrine Biosciences, Inc.(a)

    161       27,134  

Regeneron Pharmaceuticals, Inc.

    176       109,743  

Revolution Medicines, Inc.(a)

    274       51,315  

Swedish Orphan Biovitrum AB(a)

    302       14,395  

United Therapeutics Corp.(a)

    67       36,303  

Vertex Pharmaceuticals, Inc.(a)

    430       213,594  
   

 

 

 
      2,256,432  
   

 

 

 

HEALTH CARE EQUIPMENT & SUPPLIES–0.8%

   

Abbott Laboratories

    2,945       267,229  

Becton Dickinson & Co.

    482       72,941  

BioMerieux

    65       5,103  

Boston Scientific Corp.(a)

    2,513       107,255  

Cochlear Ltd.(b)

    111       9,324  

Coloplast A/S–Class B

    213       12,131  

Cooper Cos., Inc. (The)(a)

    330       23,664  

Demant A/S(a)

    143       5,874  



Company
 

Shares

    U.S. $ Value  
                                    

Dexcom, Inc.(a)

    651     $ 43,845  

Edwards Lifesciences Corp.(a)

    975       88,199  

EssilorLuxottica SA

    509       95,576  

Fisher & Paykel Healthcare Corp., Ltd.

    993       22,059  

GE HealthCare Technologies, Inc.

    772       49,416  

Hoya Corp.

    572       92,264  

IDEXX Laboratories, Inc.(a)

    134       70,543  

Insulet Corp.(a)

    117       17,813  

Intuitive Surgical, Inc.(a)

    601       239,006  

Koninklijke Philips NV

    1,303       35,435  

Medline, Inc.–Class A(a)

    625       24,650  

Medtronic PLC

    2,171       169,837  

Olympus Corp.

    1,790       18,743  

ResMed, Inc.

    246       47,940  

Siemens Healthineers AG

    572       22,309  

Smith & Nephew PLC

    1,300       18,788  

Sonova Holding AG (REG)

    97       23,022  

STERIS PLC

    166       34,955  

Straumann Holding AG (REG)

    214       28,130  

Stryker Corp.

    583       183,552  

Terumo Corp.

    2,253       30,770  

Zimmer Biomet Holdings, Inc.

    327       28,151  
   

 

 

 
      1,888,524  
   

 

 

 

HEALTH CARE PROVIDERS & SERVICES–0.8%

   

Cardinal Health, Inc.

    398       94,549  

Cencora, Inc.

    312       88,290  

Centene Corp.(a)

    832       53,406  

Cigna Group (The)

    446       122,953  

CVS Health Corp.

    2,151       222,521  

Elevance Health, Inc.

    371       143,477  

Fresenius Medical Care AG

    322       14,577  

Fresenius SE & Co. KGaA

    714       32,620  

HCA Healthcare, Inc.

    265       103,321  

Humana, Inc.

    203       80,636  

Labcorp Holdings, Inc.

    139       38,920  

McKesson Corp.

    207       156,409  

Quest Diagnostics, Inc.

    186       39,423  

Sigma Healthcare Ltd.(b)

    8,783       16,723  

Sonic Healthcare Ltd.(b)

    773       11,124  

UnitedHealth Group, Inc.

    1,535       637,992  
   

 

 

 
      1,856,941  
   

 

 

 

HEALTH CARE TECHNOLOGY–0.0%

   

Pro Medicus Ltd.(b)

    97       13,713  

Veeva Systems, Inc.–Class A(a)

    249       44,190  
   

 

 

 
      57,903  
   

 

 

 

LIFE SCIENCES TOOLS & SERVICES–0.4%

   

Agilent Technologies, Inc.

    478       63,493  

 

8


    AB Variable Products Series Fund

 




Company
 

Shares

    U.S. $ Value  
                                    

Danaher Corp.

    1,077     $ 205,147  

Eurofins Scientific SE

    193       15,103  

Illumina, Inc.(a)

    252       44,309  

IQVIA Holdings, Inc.(a)

    287       55,454  

Lonza Group AG (REG)(a)

    134       90,397  

Mettler-Toledo International, Inc.(a)

    34       43,435  

QIAGEN NV

    348       13,462  

Sartorius AG (Preference Shares)

    43       11,281  

Sartorius Stedim Biotech

    49       10,160  

Thermo Fisher Scientific, Inc.

    628       314,854  

Waters Corp.(a)

    166       62,257  

West Pharmaceutical Services, Inc.

    122       43,798  
   

 

 

 
      973,150  
   

 

 

 

PHARMACEUTICALS–2.8%

   

Astellas Pharma, Inc.

    2,907       38,886  

AstraZeneca PLC

    2,557       477,403  

Bayer AG (REG)

    1,661       91,867  

Bristol-Myers Squibb Co.

    3,452       198,904  

Chugai Pharmaceutical Co., Ltd.

    1,136       52,475  

Daiichi Sankyo Co., Ltd.

    2,883       46,359  

Eisai Co., Ltd.

    431       10,865  

Eli Lilly & Co.

    1,358       1,628,826  

Financiere de Tubize SA(b)

    34       8,982  

GSK PLC

    6,859       180,069  

Haleon PLC

    15,061       69,403  

Ipsen SA

    57       10,985  

Johnson & Johnson

    4,073       1,034,420  

Kyowa Kirin Co., Ltd.(b)

    400       6,366  

Merck & Co., Inc.

    4,180       537,130  

Merck KGaA

    219       36,714  

Novartis AG (REG)

    3,097       484,037  

Novo Nordisk A/S–Class B

    5,446       261,555  

Orion Oyj–Class B

    185       15,197  

Otsuka Holdings Co., Ltd.

    712       47,390  

Pfizer, Inc.

    9,618       231,601  

Recordati Industria Chimica e Farmaceutica SpA

    177       10,376  

Roche Holding AG

    1,345       552,911  

Roche Holding AG (BR)(a)

    61       25,557  

Royalty Pharma PLC–Class A

    695       38,969  

Sandoz Group AG

    530       47,888  

Sanofi SA

    1,845       157,754  

Shionogi & Co., Ltd.

    1,279       21,854  

Takeda Pharmaceutical Co., Ltd.

    2,690       85,743  

Teva Pharmaceutical Industries Ltd. (Sponsored ADR)(a)

    1,969       66,710  

UCB SA(b)

    206       61,670  

Zoetis, Inc.

    711       51,092  
   

 

 

 
      6,589,958  
   

 

 

 
      13,622,908  
   

 

 

 



Company
 

Shares

    U.S. $ Value  
                                    

CONSUMER DISCRETIONARY–5.6%

   

AUTOMOBILE COMPONENTS–0.1%

   

Aisin Corp.

    770     $ 10,454  

Aptiv PLC(a)

    360       22,097  

Bridgestone Corp.(b)

    1,805       38,059  

Cie Generale des Etablissements Michelin SCA

    1,046       40,407  

Continental AG

    186       15,391  

Denso Corp.

    2,830       32,585  

Magna International, Inc.

    441       28,999  

Sumitomo Electric Industries Ltd.

    4,832       89,668  
   

 

 

 
      277,660  
   

 

 

 

AUTOMOBILES–1.2%

   

Bayerische Motoren Werke AG

    474       31,117  

Bayerische Motoren Werke AG (Preference Shares)

    90       5,926  

Dr. Ing. h.c. F. Porsche AG (Preference Shares)(e)

    185       9,236  

Ferrari NV

    205       76,198  

Ford Motor Co.

    6,626       92,101  

General Motors Co.

    1,528       117,778  

Honda Motor Co., Ltd.

    6,132       55,236  

Isuzu Motors Ltd.(b)

    873       11,625  

Mercedes-Benz Group AG

    1,221       61,415  

Nissan Motor Co., Ltd.(a)

    3,925       7,267  

Porsche Automobil Holding SE (Preference Shares)

    259       8,000  

Renault SA

    313       8,992  

Rivian Automotive, Inc.–Class A(a)(b)

    1,360       23,596  

Stellantis NV(a)(b)

    3,429       19,588  

Subaru Corp.

    879       12,860  

Suzuki Motor Corp.

    2,657       32,138  

Tesla, Inc.(a)

    4,759       2,001,635  

Toyota Motor Corp.

    16,024       268,442  

Volkswagen AG (Preference Shares)

    349       27,997  

Yamaha Motor Co., Ltd.(b)

    1,506       11,435  
   

 

 

 
      2,882,582  
   

 

 

 

BROADLINE RETAIL–2.0%

   

Amazon.com, Inc.(a)

    16,365       3,900,434  

Canadian Tire Corp., Ltd.–Class A(b)

    81       11,157  

Cie Financiere Richemont SA (REG)–Class A

    1,029       237,522  

Dollarama, Inc.

    461       60,985  

eBay, Inc.

    720       80,460  

MercadoLibre, Inc.(a)

    77       130,699  

Next PLC

    194       37,431  

Pan Pacific International Holdings Corp.

    3,223       16,336  

Prosus NV(a)

    2,212       96,119  

Rakuten Group, Inc.(a)

    2,387       11,142  

Ryohin Keikaku Co., Ltd.(b)

    855       18,689  

 

9


DYNAMIC ASSET ALLOCATION PORTFOLIO
PORTFOLIO OF INVESTMENTS  
(continued)   AB Variable Products Series Fund

 




Company
 

Shares

    U.S. $ Value  
                                    

Sea Ltd. (ADR)(a)

    636     $ 60,948  

Wesfarmers Ltd.

    1,920       120,160  
   

 

 

 
      4,782,082  
   

 

 

 

DISTRIBUTORS–0.0%

   

D’ieteren Group(b)

    36       7,028  

Genuine Parts Co.

    235       27,725  
   

 

 

 
      34,753  
   

 

 

 

DIVERSIFIED CONSUMER SERVICES–0.0%

   

Pearson PLC

    799       12,697  
   

 

 

 

HOTELS, RESTAURANTS & LEISURE–0.9%

   

Accor SA

    317       18,388  

Airbnb, Inc.–Class A(a)

    716       102,460  

Amadeus IT Group SA(b)

    743       43,466  

Aristocrat Leisure Ltd.

    918       38,903  

Booking Holdings, Inc.

    1,324       235,990  

Carnival Corp., Ltd.

    2,162       61,768  

Chipotle Mexican Grill, Inc.(a)

    2,202       74,868  

Compass Group PLC

    2,875       92,889  

Darden Restaurants, Inc.

    194       39,966  

Delivery Hero SE(a)

    282       11,540  

Domino’s Pizza, Inc.

    51       15,098  

DoorDash, Inc.–Class A(a)

    624       115,147  

Evolution AB(a)(e)

    207       14,210  

Expedia Group, Inc.

    198       50,664  

Flutter Entertainment PLC(a)

    236       24,112  

Galaxy Entertainment Group Ltd.–Class H

    3,332       12,544  

Hilton Worldwide Holdings, Inc.

    387       127,888  

Hyatt Hotels Corp.–Class A(b)

    66       12,793  

InterContinental Hotels Group PLC

    241       41,424  

Las Vegas Sands Corp.

    505       23,326  

Lottery Corp., Ltd. (The)(b)

    3,763       14,959  

Marriott International, Inc./MD–Class A

    370       137,118  

McDonald’s Corp.

    1,201       324,642  

Oriental Land Co., Ltd./Japan(b)

    1,827       27,821  

Restaurant Brands International, Inc.

    543       39,386  

Royal Caribbean Cruises Ltd.

    431       136,855  

Sands China Ltd.–Class H

    4,105       6,849  

Sodexo SA

    131       7,577  

Starbucks Corp.

    1,926       196,818  

Yum! Brands, Inc.

    467       74,655  

Zensho Holdings Co., Ltd.(b)

    156       7,767  
   

 

 

 
      2,131,891  
   

 

 

 

HOUSEHOLD DURABLES–0.2%

   

DR Horton, Inc.

    441       71,830  

Garmin Ltd.

    277       65,799  



Company
 

Shares

    U.S. $ Value  
                                    

Lennar Corp.–Class A

    346     $ 31,309  

NVR, Inc.(a)

    4       27,254  

Panasonic Holdings Corp.

    3,943       110,930  

PulteGroup, Inc.

    324       44,456  

Sekisui House Ltd.

    1,009       20,977  

SharkNinja, Inc.(a)(b)

    144       21,927  

Sony Group Corp.

    9,878       198,785  
   

 

 

 
      593,267  
   

 

 

 

LEISURE PRODUCTS–0.0%

   

Bandai Namco Holdings, Inc.

    852       19,750  

Shimano, Inc.(b)

    121       12,906  
   

 

 

 
      32,656  
   

 

 

 

SPECIALTY RETAIL–0.9%

   

AutoZone, Inc.(a)

    28       89,486  

Avolta AG(a)

    168       11,224  

Best Buy Co., Inc.

    336       25,496  

Burlington Stores, Inc.(a)

    106       33,581  

Carvana Co.(a)

    1,088       71,612  

Dick’s Sporting Goods, Inc.

    102       23,135  

Fast Retailing Co., Ltd.

    323       165,487  

H & M Hennes & Mauritz AB–Class B

    715       12,299  

Home Depot, Inc. (The)

    1,684       593,913  

Industria de Diseno Textil SA

    1,844       116,232  

Kingfisher PLC

    2,858       10,731  

Lowe’s Cos., Inc.

    947       208,804  

Nitori Holdings Co., Ltd.(b)

    653       9,676  

O’Reilly Automotive, Inc.(a)

    1,415       130,307  

Ross Stores, Inc.

    531       113,023  

Sanrio Co., Ltd.(b)

    1,619       10,953  

TJX Cos., Inc. (The)

    1,871       283,457  

Tractor Supply Co.

    889       28,101  

Ulta Beauty, Inc.(a)

    74       33,373  

Williams-Sonoma, Inc.

    201       46,853  

Zalando SE(a)

    357       10,344  
   

 

 

 
      2,028,087  
   

 

 

 

TEXTILES, APPAREL & LUXURY GOODS–0.3%

   

adidas AG

    274       56,233  

Asics Corp.(b)

    1,149       31,251  

Deckers Outdoor Corp.(a)

    240       23,830  

Gildan Activewear, Inc.(b)

    297       15,312  

Hermes International SCA

    44       80,463  

Kering SA

    121       34,227  

Lululemon Athletica, Inc.(a)

    168       19,182  

LVMH Moet Hennessy Louis Vuitton SE

    421       232,838  

Moncler SpA

    372       21,649  

NIKE, Inc.–Class B

    2,028       83,249  

Pandora A/S

    127       14,591  

Swatch Group AG (The)

    5       1,222  

Tapestry, Inc.

    342       50,062  
   

 

 

 
      664,109  
   

 

 

 
      13,439,784  
   

 

 

 

 

10


    AB Variable Products Series Fund

 




Company
 

Shares

    U.S. $ Value  
                                    

COMMUNICATION SERVICES–5.1%

   

DIVERSIFIED TELECOMMUNICATION SERVICES–0.6%

   

AST SpaceMobile, Inc.(a)(b)

    402     $ 35,722  

AT&T, Inc.

    11,806       244,384  

BCE, Inc.(b)

    525       11,309  

BT Group PLC

    9,691       24,448  

Cellnex Telecom SA(b)

    808       24,156  

Charter Communications, Inc.–Class A(a)(b)

    138       19,625  

Comcast Corp.–Class A

    6,067       148,945  

Deutsche Telekom AG (REG)

    5,806       158,296  

Elisa Oyj

    240       10,072  

HKT Trust & HKT Ltd.–Class H

    5,769       8,583  

Koninklijke KPN NV

    6,472       31,964  

NTT, Inc.

    50,984       45,352  

Orange SA

    3,148       59,367  

Singapore Telecommunications Ltd.

    12,537       42,801  

Space Exploration Technologies Corp.–Class A(a)

    887       151,553  

Swisscom AG (REG)

    50       38,566  

Telecom Italia SpA/Milano(a)

    3,051       27,780  

Telefonica SA(b)

    6,232       25,045  

Telenor ASA

    1,041       14,913  

Telia Co. AB

    3,989       19,430  

Telstra Group Ltd.

    6,650       23,321  

TELUS Corp.

    871       9,212  

Verizon Communications, Inc.

    7,068       299,259  
   

 

 

 
      1,474,103  
   

 

 

 

ENTERTAINMENT–0.6%

   

Capcom Co., Ltd.(b)

    451       8,296  

CTS Eventim AG & Co. KGaA

    97       5,666  

Electronic Arts, Inc.

    381       78,120  

Konami Group Corp.

    164       17,966  

Liberty Media Corp.-Liberty Formula One–Class C(a)

    360       34,250  

Live Nation Entertainment, Inc.(a)

    265       48,524  

Netflix, Inc.(a)

    7,120       508,368  

Nexon Co., Ltd.(b)

    503       6,685  

Nintendo Co., Ltd.

    1,850       77,774  

ROBLOX Corp.–Class A(a)

    1,007       54,761  

Spotify Technology SA(a)

    248       113,864  

Take-Two Interactive Software, Inc.(a)

    297       74,244  

Toho Co., Ltd./Tokyo

    893       7,143  

Universal Music Group NV

    1,710       35,824  

Walt Disney Co. (The)

    2,995       288,269  

Warner Bros Discovery, Inc.(a)

    3,984       106,213  
   

 

 

 
      1,465,967  
   

 

 

 



Company
 

Shares

    U.S. $ Value  
                                    

INTERACTIVE MEDIA & SERVICES–3.5%

   

Alphabet, Inc.–Class A

    9,844     $ 3,517,950  

Alphabet, Inc.–Class C

    7,816       2,761,627  

CAR Group Ltd.(b)

    609       10,871  

LY Corp.

    4,365       11,618  

Meta Platforms, Inc.–Class A

    3,713       2,091,496  

REA Group Ltd.(b)

    89       8,574  

Reddit, Inc.–Class A(a)

    195       33,848  

Scout24 SE

    118       9,765  
   

 

 

 
      8,445,749  
   

 

 

 

MEDIA–0.1%

   

EchoStar Corp.–Class A(a)(b)

    220       22,330  

Fox Corp.–Class A

    339       17,682  

Fox Corp.–Class B

    228       10,680  

Informa PLC

    2,151       25,807  

News Corp.–Class A

    619       15,370  

Omnicom Group, Inc.(b)

    482       35,104  

Publicis Groupe SA

    387       38,244  
   

 

 

 
      165,217  
   

 

 

 

WIRELESS TELECOMMUNICATION SERVICES–0.3%

   

Airtel Africa PLC(e)

    1,296       5,634  

KDDI Corp.

    4,957       83,266  

Millicom International Cellular SA(b)

    157       14,249  

Rogers Communications, Inc.–Class B

    617       20,073  

SoftBank Corp.

    48,654       62,128  

SoftBank Group Corp.

    6,278       232,871  

Tele2 AB–Class B

    927       16,132  

T-Mobile US, Inc.

    838       140,558  

Vodafone Group PLC

    31,203       41,299  
   

 

 

 
      616,210  
   

 

 

 
      12,167,246  
   

 

 

 

CONSUMER STAPLES–3.2%

   

BEVERAGES–0.6%

   

Anheuser-Busch InBev SA/NV

    1,519       125,515  

Asahi Group Holdings Ltd.

    2,379       22,616  

Carlsberg AS–Class B

    159       20,807  

Coca-Cola Co. (The)

    6,550       532,318  

Coca-Cola Europacific Partners PLC(b)

    339       33,924  

Coca-Cola HBC AG(a)

    339       22,098  

Constellation Brands, Inc.–Class A

    235       32,686  

Davide Campari-Milano NV(b)

    989       6,161  

Diageo PLC

    3,765       75,827  

Heineken Holding NV

    203       15,458  

Heineken NV

    487       40,890  

Keurig Dr. Pepper, Inc.

    2,182       71,417  

Kirin Holdings Co., Ltd.(b)

    1,311       22,610  

 

11


DYNAMIC ASSET ALLOCATION PORTFOLIO
PORTFOLIO OF INVESTMENTS  
(continued)   AB Variable Products Series Fund

 




Company
 

Shares

    U.S. $ Value  
                                    

Monster Beverage Corp.(a)

    1,199     $ 115,248  

PepsiCo, Inc.

    2,311       312,909  

Pernod Ricard SA

    331       24,060  

Suntory Beverage & Food Ltd.(b)

    209       5,824  
   

 

 

 
      1,480,368  
   

 

 

 

CONSUMER STAPLES DISTRIBUTION & RETAIL–1.0%

   

Aeon Co., Ltd.

    3,648       30,169  

Alimentation Couche-Tard, Inc.

    1,164       74,194  

Carrefour SA

    996       18,491  

Casey’s General Stores, Inc.

    62       49,277  

Coles Group Ltd.

    2,271       38,252  

Costco Wholesale Corp.

    750       701,602  

Dollar General Corp.

    372       42,821  

Dollar Tree, Inc.(a)(b)

    317       38,341  

Empire Co., Ltd.–Class A

    194       6,794  

George Weston Ltd.

    255       18,304  

J Sainsbury PLC

    2,884       12,239  

Jeronimo Martins SGPS SA

    479       9,174  

Kesko Oyj–Class B

    462       10,329  

Koninklijke Ahold Delhaize NV

    1,495       60,162  

Kroger Co. (The)

    932       51,754  

Loblaw Cos. Ltd.

    936       42,462  

Marks & Spencer Group PLC

    3,492       17,238  

Metro, Inc./CN

    321       20,524  

Seven & i Holdings Co., Ltd.

    3,193       38,292  

Sysco Corp.

    809       67,616  

Target Corp.

    766       100,047  

Tesco PLC

    10,796       65,813  

Walmart, Inc.

    7,414       839,710  

Woolworths Group Ltd.(b)

    2,066       57,083  
   

 

 

 
      2,410,688  
   

 

 

 

FOOD PRODUCTS–0.5%

   

Ajinomoto Co., Inc.

    1,447       52,756  

Archer-Daniels-Midland Co.

    815       62,266  

Associated British Foods PLC(b)

    478       12,566  

Barry Callebaut AG (REG)(b)

    4       5,531  

Bunge Global SA

    213       22,734  

Chocoladefabriken Lindt & Spruengli AG

    2       23,234  

Danone SA

    1,066       87,133  

General Mills, Inc.

    902       31,390  

Hershey Co. (The)

    250       43,863  

Kerry Group PLC–Class A

    270       24,767  

Kikkoman Corp.(b)

    1,147       11,766  

Kraft Heinz Co. (The)

    1,451       34,273  

Lotus Bakeries NV

    1       13,263  

Magnum Ice Cream Co. NV (The)(a)(b)

    828       14,414  

McCormick & Co., Inc./MD

    429       21,630  



Company
 

Shares

    U.S. $ Value  
                                    

Mondelez International, Inc.–Class A

    2,167     $ 125,339  

Mowi ASA

    736       13,596  

Nestle SA (REG)

    4,933       505,954  

Orkla ASA

    1,228       12,911  

Salmar ASA

    115       5,382  

Saputo, Inc.

    411       11,905  

Tyson Foods, Inc.–Class A

    477       27,308  

WH Group Ltd.–Class H

    13,016       13,801  

Wilmar International Ltd.

    2,707       7,555  
   

 

 

 
      1,185,337  
   

 

 

 

HOUSEHOLD PRODUCTS–0.4%

   

Church & Dwight Co., Inc.

    401       38,849  

Clorox Co. (The)

    204       19,470  

Colgate-Palmolive Co.

    1,289       118,175  

Essity AB–Class B

    968       27,408  

Henkel AG & Co. KGaA

    154       12,187  

Henkel AG & Co. KGaA (Preference Shares)

    256       21,530  

Kimberly-Clark Corp.

    561       61,581  

Procter & Gamble Co. (The)

    3,930       576,295  

Reckitt Benckiser Group PLC

    1,086       70,735  

Unicharm Corp.(b)

    1,811       10,495  
   

 

 

 
      956,725  
   

 

 

 

PERSONAL CARE PRODUCTS–0.3%

   

Beiersdorf AG

    154       13,263  

Estee Lauder Cos., Inc. (The)–Class A

    418       33,001  

Kao Corp.(b)

    1,534       30,402  

Kenvue, Inc.

    3,241       61,935  

L’Oreal SA

    406       177,973  

Shiseido Co., Ltd.(b)

    676       10,911  

Unilever PLC

    3,694       221,890  
   

 

 

 
      549,375  
   

 

 

 

TOBACCO–0.4%

   

Altria Group, Inc.

    2,826       203,331  

British American Tobacco PLC

    3,395       210,093  

Imperial Brands PLC

    1,252       46,272  

Japan Tobacco, Inc.(b)

    1,860       68,633  

Philip Morris International, Inc.

    2,635       476,698  
   

 

 

 
      1,005,027  
   

 

 

 
      7,587,520  
   

 

 

 

ENERGY–2.3%

   

ENERGY EQUIPMENT & SERVICES–0.2%

   

Baker Hughes Co.

    1,677       93,073  

Halliburton Co.

    1,412       47,937  

SLB Ltd.

    2,538       117,992  

TechnipFMC PLC

    676       44,819  

Tenaris SA

    544       15,059  
   

 

 

 
      318,880  
   

 

 

 

 

12


    AB Variable Products Series Fund

 




Company
 

Shares

    U.S. $ Value  
                                    

OIL, GAS & CONSUMABLE FUELS–2.1%

   

Aker BP ASA

    534     $ 16,292  

ARC Resources Ltd.

    957       20,108  

Bollore SE

    1,045       4,845  

BP PLC

    26,548       163,635  

Cameco Corp.

    736       75,019  

Canadian Natural Resources Ltd.

    3,527       139,563  

Cenovus Energy, Inc.(b)

    2,229       55,307  

Cheniere Energy, Inc.

    346       82,697  

Chevron Corp.

    3,121       517,337  

ConocoPhillips

    2,067       214,885  

Devon Energy Corp.

    1,854       76,607  

Diamondback Energy, Inc.

    321       56,425  

Enbridge, Inc.

    3,689       200,050  

ENEOS Holdings, Inc.

    4,348       32,186  

Eni SpA

    3,072       72,074  

EOG Resources, Inc.

    906       117,535  

EQT Corp.

    1,004       53,383  

Equinor ASA

    1,189       37,493  

Expand Energy Corp.

    406       37,023  

Exxon Mobil Corp.

    7,028       960,868  

Galp Energia SGPS SA

    689       14,603  

Idemitsu Kosan Co., Ltd.

    1,307       9,655  

Imperial Oil Ltd.(b)

    245       27,512  

Inpex Corp.(b)

    1,490       30,066  

Keyera Corp.

    477       19,161  

Kinder Morgan, Inc.

    3,198       102,240  

Marathon Petroleum Corp.

    498       127,324  

Neste Oyj

    715       23,345  

Occidental Petroleum Corp.

    1,251       60,761  

OMV AG

    249       15,648  

ONEOK, Inc.

    1,065       92,591  

Pembina Pipeline Corp.

    983       45,482  

Phillips 66

    678       114,616  

Repsol SA(b)

    1,869       46,696  

Santos Ltd.

    5,491       27,240  

Shell PLC

    9,495       368,928  

Suncor Energy, Inc.

    2,007       107,974  

Targa Resources Corp.

    354       94,922  

TC Energy Corp.(b)

    1,761       116,618  

Texas Pacific Land Corp.

    99       43,326  

TotalEnergies SE

    3,330       257,494  

Tourmaline Oil Corp.

    622       26,007  

Valero Energy Corp.

    505       131,522  

Var Energi ASA

    1,583       6,559  

Whitecap Resources, Inc.(b)

    2,052       21,312  

Williams Cos., Inc. (The)

    2,068       153,735  

Woodside Energy Group Ltd.(b)

    3,214       62,156  
   

 

 

 
      5,080,825  
   

 

 

 
      5,399,705  
   

 

 

 

MATERIALS–2.0%

   

CHEMICALS–0.7%

   

Air Liquide SA

    1,076       213,077  

Air Products & Chemicals, Inc.

    358       104,958  



Company
 

Shares

    U.S. $ Value  
                                    

Akzo Nobel NV

    260     $ 17,681  

Asahi Kasei Corp.

    2,078       23,112  

BASF SE

    1,509       80,661  

CF Industries Holdings, Inc.

    260       28,148  

Corteva, Inc.

    1,135       96,123  

Dow, Inc.

    1,217       33,297  

DSM-Firmenich AG(a)

    279       26,482  

DuPont de Nemours, Inc.

    231       31,333  

Ecolab, Inc.

    430       119,802  

Evonik Industries AG

    433       7,857  

ICL Group Ltd.

    1,200       6,019  

International Flavors & Fragrances, Inc.

    421       33,352  

Linde PLC

    784       406,849  

LyondellBasell Industries NV– Class A

    436       22,955  

Mitsubishi Chemical Group Corp.

    2,011       14,111  

Nippon Paint Holdings Co., Ltd.(b)

    1,603       10,456  

Nippon Sanso Holdings Corp.(b)

    293       10,869  

Nitto Denko Corp.

    1,148       22,585  

Novonesis Novozymes B–Class B

    596       37,619  

Nutrien Ltd.(b)

    814       51,282  

PPG Industries, Inc.

    378       45,848  

Resonac Holdings Corp.

    297       33,038  

RPM International, Inc.

    216       24,008  

Sherwin-Williams Co. (The)

    397       136,695  

Shin-Etsu Chemical Co., Ltd.

    2,769       120,699  

Syensqo SA

    119       8,798  

Symrise AG

    225       22,570  

Toray Industries, Inc.

    2,162       15,144  

Yara International ASA

    269       11,830  
   

 

 

 
      1,817,258  
   

 

 

 

CONSTRUCTION MATERIALS–0.2%

   

Amrize Ltd.(a)

    842       44,879  

Buzzi SpA

    130       6,659  

CRH PLC

    1,132       121,124  

Heidelberg Materials AG

    224       42,733  

Holcim AG(a)

    977       88,089  

Martin Marietta Materials, Inc.

    102       58,823  

Vulcan Materials Co.

    221       65,197  
   

 

 

 
      427,504  
   

 

 

 

CONTAINERS & PACKAGING–0.1%

   

Amcor PLC

    781       33,856  

Avery Dennison Corp.

    130       21,106  

Ball Corp.

    428       26,707  

CCL Industries, Inc.–Class B

    245       15,974  

International Paper Co.

    851       32,423  

Packaging Corp. of America

    151       35,980  

Smurfit Westrock PLC

    886       40,987  
   

 

 

 
      207,033  
   

 

 

 

 

13


DYNAMIC ASSET ALLOCATION PORTFOLIO
PORTFOLIO OF INVESTMENTS  
(continued)   AB Variable Products Series Fund

 




Company
 

Shares

    U.S. $ Value  
                                    

METALS & MINING–1.0%

   

Agnico Eagle Mines Ltd.

    846     $ 131,447  

Alamos Gold, Inc.–Class A

    710       21,526  

Anglo American PLC

    1,793       87,951  

Antofagasta PLC

    583       29,589  

ArcelorMittal SA

    721       43,471  

Barrick Mining Corp.

    2,833       104,171  

BHP Group Ltd.

    8,592       358,054  

Boliden AB

    481       27,178  

Coeur Mining, Inc.

    1,749       28,544  

Endeavour Mining PLC

    361       17,682  

Equinox Gold Corp.

    1,267       12,346  

Evolution Mining Ltd.

    3,434       28,395  

First Quantum Minerals Ltd.(a)

    1,164       31,795  

Fortescue Ltd.(b)

    2,733       36,377  

Franco-Nevada Corp.

    326       68,023  

Freeport-McMoRan, Inc.

    2,430       152,823  

Fresnillo PLC

    311       11,326  

Glencore PLC(a)

    15,874       108,236  

Ivanhoe Mines Ltd.–Class A(a)

    1,326       10,387  

JFE Holdings, Inc.(b)

    973       9,394  

JX Advanced Metals Corp.

    927       25,585  

Kinross Gold Corp.

    2,025       47,946  

Lundin Gold, Inc.

    171       9,225  

Lundin Mining Corp.

    1,156       28,169  

Lynas Rare Earths Ltd.(a)

    1,532       19,223  

Mitsui Kinzoku Co., Ltd.

    92       24,618  

Newmont Corp.

    1,826       170,548  

Nippon Steel Corp.

    8,177       27,091  

Norsk Hydro ASA

    2,174       19,672  

Northern Star Resources Ltd.

    2,299       30,438  

Nucor Corp.

    376       83,754  

Pan American Silver Corp.

    713       31,964  

PLS Group Ltd.(a)

    5,312       18,615  

Reliance, Inc.

    86       32,130  

Rio Tinto Ltd.(b)

    629       75,681  

Rio Tinto PLC

    1,804       170,667  

South32 Ltd.

    7,586       20,599  

Steel Dynamics, Inc.

    233       53,464  

Sumitomo Metal Mining Co., Ltd.

    406       18,831  

Teck Resources Ltd.–Class B

    774       46,099  

Wheaton Precious Metals Corp.

    768       86,393  
   

 

 

 
      2,359,427  
   

 

 

 

PAPER & FOREST PRODUCTS–0.0%

   

Stora Enso Oyj–Class R(b)

    933       9,953  

Svenska Cellulosa AB SCA–Class B

    1,003       10,258  

UPM-Kymmene Oyj

    892       23,644  
   

 

 

 
      43,855  
   

 

 

 
      4,855,077  
   

 

 

 



Company
 

Shares

    U.S. $ Value  
                                    

UTILITIES–1.6%

   

ELECTRIC UTILITIES–1.0%

   

Acciona SA(b)

    42     $ 13,307  

Alliant Energy Corp.

    437       33,339  

American Electric Power Co., Inc.

    919       125,728  

BKW AG

    40       6,726  

Chubu Electric Power Co., Inc.

    1,121       21,181  

CK Infrastructure Holdings Ltd.–Class H

    1,022       7,792  

CLP Holdings Ltd.–Class H

    2,777       25,956  

Constellation Energy Corp.

    521       129,401  

Contact Energy Ltd.

    1,584       8,388  

Duke Energy Corp.

    1,316       166,579  

Edison International

    651       48,467  

EDP SA

    4,952       25,869  

Elia Group SA/NV(b)

    74       11,784  

Emera, Inc.

    512       27,159  

Endesa SA

    528       23,990  

Enel SpA

    12,893       147,888  

Entergy Corp.

    774       88,902  

Evergy, Inc.

    389       33,621  

Eversource Energy

    635       45,891  

Exelon Corp.

    1,730       80,653  

FirstEnergy Corp.

    929       44,165  

Fortis, Inc./Canada

    858       49,154  

Fortum Oyj

    759       17,559  

Hydro One Ltd.(e)

    558       23,016  

Iberdrola SA

    10,284       255,964  

Kansai Electric Power Co., Inc. (The)

    1,602       22,639  

NextEra Energy, Inc.

    3,526       309,477  

NRG Energy, Inc.

    345       50,391  

Origin Energy Ltd.

    2,913       22,142  

PG&E Corp.

    3,724       62,638  

Power Assets Holdings Ltd.–Class H

    2,342       17,066  

PPL Corp.

    1,272       46,237  

Redeia Corp. SA(b)

    686       11,655  

Southern Co. (The)

    1,906       182,423  

SSE PLC

    2,050       66,138  

Terna–Rete Elettrica Nazionale

    2,379       27,780  

Verbund AG

    115       7,288  

Xcel Energy, Inc.

    1,055       84,716  
   

 

 

 
      2,373,069  
   

 

 

 

GAS UTILITIES–0.1%

   

AltaGas Ltd.

    526       19,430  

APA Group

    2,238       15,681  

Atmos Energy Corp.

    280       48,235  

Hong Kong & China Gas Co., Ltd.–Class H

    18,931       15,722  

Italgas SpA

    1,031       11,939  

Naturgy Energy Group SA

    697       21,847  

Osaka Gas Co., Ltd.

    572       19,273  

Snam SpA

    3,410       24,617  

Tokyo Gas Co., Ltd.

    502       19,009  
   

 

 

 
      195,753  
   

 

 

 

 

14


    AB Variable Products Series Fund

 




Company
 

Shares

    U.S. $ Value  
                                    

INDEPENDENT POWER AND RENEWABLE ELECTRICITY PRODUCERS–0.1%

   

Brookfield Renewable Corp.

    234     $ 8,699  

EDP Renewables SA(b)

    542       8,756  

Enlight Renewable Energy Ltd.(a)

    235       20,752  

Meridian Energy Ltd.

    2,239       7,407  

OPC Energy Ltd.(a)

    288       8,920  

Orsted AS(a)

    782       17,579  

RWE AG

    975       63,053  

Vistra Corp.

    572       90,736  
   

 

 

 
      225,902  
   

 

 

 

MULTI-UTILITIES–0.4%

   

Ameren Corp.

    468       52,903  

Canadian Utilities Ltd.–Class A(b)

    217       8,066  

CenterPoint Energy, Inc.

    1,104       48,620  

Centrica PLC

    7,810       17,699  

CMS Energy Corp.

    521       39,857  

Consolidated Edison, Inc.

    623       68,922  

Dominion Energy, Inc.

    1,486       101,479  

DTE Energy Co.

    352       53,634  

E.ON SE

    3,796       78,061  

Engie SA

    3,009       94,707  

National Grid PLC

    8,409       138,696  

NiSource, Inc.

    811       38,563  

Public Service Enterprise Group, Inc.

    843       68,418  

Sembcorp Industries Ltd.(b)

    1,511       7,432  

Sempra

    1,105       102,445  

Veolia Environnement SA

    1,003       41,796  

WEC Energy Group, Inc.

    551       64,340  
   

 

 

 
      1,025,638  
   

 

 

 

WATER UTILITIES–0.0%

   

American Water Works Co., Inc.

    330       43,421  

Severn Trent PLC

    458       17,930  

United Utilities Group PLC

    1,187       20,597  
   

 

 

 
      81,948  
   

 

 

 
      3,902,310  
   

 

 

 

REAL ESTATE–1.1%

   

DIVERSIFIED REITS –0.0%

   

CapitaLand Integrated Commercial Trust(a)

    10,315       18,928  

Covivio SA/France

    90       5,511  

Land Securities Group PLC

    1,260       10,855  

Stockland(b)

    4,096       11,551  

WP Carey, Inc.

    371       26,526  
   

 

 

 
      73,371  
   

 

 

 

HEALTH CARE REITs–0.2%

   

Ventas, Inc.

    804       71,395  

Welltower, Inc.

    1,191       270,321  
   

 

 

 
      341,716  
   

 

 

 



Company
 

Shares

    U.S. $ Value  
                                    

INDUSTRIAL REITs–0.1%

   

CapitaLand Ascendas REIT(a)

    6,961     $ 13,406  

Goodman Group(b)

    3,371       72,734  

Prologis, Inc.

    1,576       213,501  

Segro PLC

    2,060       23,897  
   

 

 

 
      323,538  
   

 

 

 

OFFICE REITs–0.0%

   

Gecina SA

    75       6,301  

Nippon Building Fund, Inc.(b)

    13       10,084  
   

 

 

 
      16,385  
   

 

 

 

REAL ESTATE MANAGEMENT & DEVELOPMENT–0.2%

   

Azrieli Group Ltd.

    74       10,033  

CapitaLand Investment Ltd./Singapore(b)

    3,959       7,630  

CBRE Group, Inc.–Class A(a)

    499       67,210  

CK Asset Holdings Ltd.–Class H

    2,959       16,717  

CoStar Group, Inc.(a)

    710       20,107  

Daito Trust Construction Co., Ltd.

    481       9,189  

Daiwa House Industry Co., Ltd.

    948       25,688  

Fastighets AB Balder–Class B(a)

    1,167       6,225  

FirstService Corp.(b)

    70       9,954  

Henderson Land Development Co., Ltd.–Class H

    2,251       7,139  

Hongkong Land Holdings Ltd.

    1,636       11,655  

Hulic Co., Ltd.(b)

    779       8,157  

Mitsubishi Estate Co., Ltd.

    1,749       44,602  

Mitsui Fudosan Co., Ltd.

    4,194       38,872  

Sagax AB–Class B(b)

    372       5,916  

Sino Land Co., Ltd.–Class H

    6,415       8,426  

Sumitomo Realty & Development Co., Ltd.

    989       22,962  

Sun Hung Kai Properties Ltd.–Class H

    2,205       31,737  

Swiss Prime Site AG (REG)(a)

    154       25,129  

Unibail-Rodamco-Westfield

    183       21,416  

Vonovia SE

    1,510       37,251  

Wharf Real Estate Investment Co., Ltd.–Class H

    2,567       7,010  
   

 

 

 
      443,025  
   

 

 

 

RESIDENTIAL REITs–0.1%

   

AvalonBay Communities, Inc.

    235       44,342  

Equity Residential

    570       38,720  

Essex Property Trust, Inc.

    109       31,784  

Invitation Homes, Inc.

    912       27,552  

 

15


DYNAMIC ASSET ALLOCATION PORTFOLIO
PORTFOLIO OF INVESTMENTS  
(continued)   AB Variable Products Series Fund

 




Company
       

Shares

    U.S. $ Value  
                                      

Mid-America Apartment Communities, Inc.

      197     $ 27,371  

Sun Communities, Inc.

      208       24,941  
     

 

 

 
        194,710  
     

 

 

 

RETAIL REITs–0.2%

     

Kimco Realty Corp.

      1,140       28,899  

Klepierre SA

      364       15,213  

Link REIT–Class H

      4,424       20,644  

Realty Income Corp.

      1,577       97,711  

Regency Centers Corp.

      279       22,247  

Scentre Group

      8,831       23,540  

Simon Property Group, Inc.

      549       122,784  

Vicinity Ltd.(b)

      6,669       11,883  
     

 

 

 
        342,921  
     

 

 

 

Specialized REITs–0.3%

     

American Tower Corp.

      788       128,893  

Crown Castle, Inc.

      737       55,813  

Digital Realty Trust, Inc.

      581       104,336  

Equinix, Inc.

      167       174,079  

Extra Space Storage, Inc.

      357       51,872  

Gaming & Leisure Properties, Inc.

      455       20,261  

Iron Mountain, Inc.

      503       63,534  

Public Storage

      267       84,989  

SBA Communications Corp.

      179       31,586  

VICI Properties, Inc.

      1,847       49,038  

Weyerhaeuser Co.

      1,219       29,183  
     

 

 

 
        793,584  
     

 

 

 
        2,529,250  
     

 

 

 

Total Common Stocks
(cost $40,846,311)

        150,758,532  
     

 

 

 
          Principal
Amount
(000)
       

GOVERNMENTS– TREASURIES–34.1%

     

UNITED STATES–34.1%

 

   

U.S. Treasury Bonds

     

1.125%, 05/15/2040

    U.S.$       562       355,553  

1.125%, 08/15/2040

      69       43,233  

1.25%, 05/15/2050

      242       114,939  

2.00%, 02/15/2050

      304       177,292  

2.25%, 08/15/2046

      3,083       2,011,592  

2.25%, 08/15/2049

      287       178,568  

2.25%, 02/15/2052

      2,209       1,330,413  

2.375%, 11/15/2049

      584       371,708  

2.375%, 05/15/2051

      1,716       1,072,786  

2.50%, 02/15/2045

      212       148,912  

2.50%, 05/15/2046

      386       265,263  

2.75%, 08/15/2047

      254       179,878  



Company
       

Principal
Amount
(000)

    U.S. $ Value  
                                      

2.875%, 05/15/2043

    U.S.$       221     $ 169,430  

2.875%, 08/15/2045

      37       27,752  

2.875%, 11/15/2046

      187       136,305  

2.875%, 05/15/2049

      313       222,541  

2.875%, 05/15/2052

      417       288,719  

3.00%, 05/15/2045

      265       201,524  

3.00%, 02/15/2047

      238       176,901  

3.00%, 05/15/2047

      409       303,905  

3.00%, 02/15/2048

      350     257,963  

3.00%, 08/15/2048

      792       580,557  

3.00%, 02/15/2049

      257       187,150  

3.125%, 02/15/2043

      487       389,052  

3.50%, 02/15/2039

      555       499,336  

3.625%, 08/15/2043

      1,177       1,002,047  

3.625%, 05/15/2053

      247       197,126  

3.75%, 11/15/2043

      194       167,831  

4.00%, 11/15/2052

      248       212,327  

4.25%, 05/15/2039

      134       129,242  

4.25%, 08/15/2054

      261       233,422  

4.375%, 11/15/2039

      502       487,683  

4.375%, 08/15/2043

      195       183,580  

4.50%, 02/15/2036

      693       700,723  

4.50%, 08/15/2039

      179       176,342  

4.625%, 02/15/2055

      267       253,965  

4.625%, 11/15/2055

      234       222,666  

4.75%, 02/15/2037

      279       286,613  

4.75%, 05/15/2055

      2,036       1,975,238  

4.75%, 08/15/2055

      585       568,107  

4.75%, 02/15/2056

      282       274,025  

4.875%, 08/15/2045

      4       3,971  

5.00%, 05/15/2056

      240       242,625  

5.25%, 11/15/2028

      2,017       2,062,902  

5.375%, 02/15/2031

      359       376,088  

5.50%, 08/15/2028

      762       780,759  

6.125%, 11/15/2027

      1,389       1,422,736  

6.25%, 05/15/2030

      374       401,115  

U.S. Treasury Notes

     

0.625%, 05/15/2030

      934       815,660  

0.625%, 08/15/2030

      572       495,015  

0.75%, 01/31/2028

      1,330       1,260,746  

0.875%, 11/15/2030

      566       491,447  

1.00%, 07/31/2028

      2,971       2,785,920  

1.375%, 11/15/2031

      681       588,161  

1.50%, 02/15/2030

      1,257       1,145,322  

1.625%, 05/15/2031

      247       219,490  

1.875%, 02/15/2032

      1,787       1,576,329  

2.25%, 08/15/2027

      988       967,252  

2.25%, 11/15/2027

      5,428       5,290,587  

2.375%, 05/15/2029

      171       162,538  

2.75%, 02/15/2028

      645       630,396  

2.75%, 08/15/2032

      949       871,156  

2.875%, 05/15/2028

      400       391,043  

2.875%, 05/15/2032

      2,242       2,081,660  

3.125%, 11/15/2028

      912       890,599  

3.125%, 08/31/2029

      727       704,331  

3.375%, 05/15/2033

      1,115       1,053,341  

3.50%, 04/30/2028

      794       784,763  

3.50%, 02/15/2029

      1,286       1,264,801  

 

16


    AB Variable Products Series Fund

 




Company
       

Principal
Amount
(000)

    U.S. $ Value  
                                      

3.50%, 09/30/2029

    U.S.$       832     $ 815,165  

3.50%, 02/15/2033

      1,420       1,354,975  

3.625%, 03/31/2028

      1,209       1,197,505  

3.625%, 08/15/2028

      1,419       1,403,480  

3.625%, 08/31/2029

      807       793,843  

3.75%, 12/31/2028

      1,202       1,189,678  

3.75%, 12/31/2030

      503       493,608  

3.875%, 03/15/2028

      1,210       1,204,035  

3.875%, 04/15/2029

      278       275,915  

3.875%, 05/15/2029

      1,174       1,165,103  

3.875%, 09/30/2032

      520       508,503  

3.875%, 08/15/2033

      1,128       1,097,281  

3.875%, 08/15/2034

      868       838,144  

4.00%, 06/30/2028

      694       691,659  

4.00%, 01/31/2029

      561       558,633  

4.00%, 07/31/2029

      752       748,036  

4.00%, 01/31/2033

      1,158       1,138,368  

4.00%, 02/15/2034

      1,299       1,269,164  

4.125%, 10/31/2031

      957       952,290  

4.125%, 11/15/2032

      1,062       1,052,839  

4.125%, 04/30/2033

      2,245       2,220,796  

4.25%, 06/30/2029

      567       567,828  

4.25%, 03/31/2033

      2,448       2,440,732  

4.25%, 06/30/2033

      433       431,376  

4.25%, 11/15/2034

      316       312,840  

4.25%, 05/15/2035

      1,037       1,024,551  

4.25%, 08/15/2035

      480       473,629  

4.375%, 08/31/2028

      1,306       1,311,008  

4.375%, 11/30/2030

      493       496,351  

4.375%, 05/15/2034

      1,051       1,051,228  

4.375%, 05/15/2036

      286       284,525  

4.50%, 05/31/2029

      1,211       1,221,874  

4.50%, 11/15/2033

      1,206       1,218,457  

4.625%, 09/30/2028

      578       583,599  

4.625%, 04/30/2029

      1,925       1,948,565  

4.625%, 02/15/2035

      705       715,830  
     

 

 

 

Total Governments–
Treasuries
(cost $86,690,662)

        81,574,375  
     

 

 

 

AGENCIES–0.7%

     

AGENCY DEBENTURES–0.7%

     

Federal Home Loan Banks 4.625%, 11/17/2026

      800       801,856  

Federal National Mortgage Association
6.625%, 11/15/2030

      900       985,572  
     

 

 

 

Total Agencies
(cost $1,779,495)

        1,787,428  
     

 

 

 
                                      

PURCHASED OPTIONS–PUTS–0.5%

     

OPTIONS ON EQUITY INDICES–0.5%

     

Euro STOXX 50 Price EUR Index
Expiration: Jun 2027; Contracts: 820;
Exercise Price: EUR 5,100.00;
Counterparty: UBS AG(a)

    EUR       4,182,000     106,640  

FTSE 100 Index
Expiration: Mar 2027; Contracts: 90;
Exercise Price: GBP 9,200.00;
Counterparty: UBS AG(a)

    GBP       828,000       15,466  

FTSE 100 Index
Expiration: Mar 2027; Contracts: 50;
Exercise Price: GBP 9,200.00;
Counterparty: UBS AG(a)

    GBP       460,000       8,593  

FTSE 100 Index
Expiration: Mar 2027;
Contracts: 30;
Exercise Price: GBP 9,200.00;
Counterparty: UBS AG(a)

    GBP       276,000       5,156  

FTSE 100 Index
Expiration: Mar 2027;
Contracts: 20;
Exercise Price: GBP 9,200.00;
Counterparty: UBS AG(a)

    GBP       184,000       3,437  

Nikkei 225 Index
Expiration: Jun 2027;
Contracts: 9,000; Exercise Price: JPY 52,500.00; Counterparty: UBS AG(a)

    JPY       472,500,000       134,257  

S&P 500 Index
Expiration: May 2027;
Contracts: 4,900;
Exercise Price: USD 6,175.00;
Counterparty: Morgan Stanley & Co., International PLC(a)

    USD       30,257,500       657,822  

 

17


DYNAMIC ASSET ALLOCATION PORTFOLIO
PORTFOLIO OF INVESTMENTS  
(continued)   AB Variable Products Series Fund

 




Company
       

Notional
Amount

    U.S. $ Value  
                                      

S&P 500 Index
Expiration: May 2027;
Contracts: 1,100;
Exercise Price: USD 6,175.00;
Counterparty: Morgan Stanley & Co., International PLC(a)

    USD       6,792,500     $ 147,691  

S&P 500 Index
Expiration: May 2027; Contracts: 600;
Exercise Price: USD 6,175.00;
Counterparty: Morgan Stanley & Co., International PLC(a)

    USD       3,705,000       80,558  
     

 

 

 

Total Purchased Options–Puts
(premium paid $1,462,232)

        1,159,620  
     

 

 

 
          Shares        

RIGHTS–0.0%

     

INDUSTRIALS–0.0%

     

CONSTRUCTION & ENGINEERING–0.0%

     

ACS Actividades de Construccion y Servicios SA(a)

      299       628  
     

 

 

 

FINANCIALS–0.0%

     

CAPITAL MARKETS–0.0%

     

Hologic, Inc. (CVR)(a)(c)(d)

      407       4  
     

 

 

 

Total Rights
(cost $641)

        632  
     

 

 

 

WARRANTS–0.0%

     

INFORMATION TECHNOLOGY–0.0%

     

SOFTWARE–0.0%

     

Constellation Software, Inc./Canada, expiring 03/31/2040(a)(b)(c)(d)
(cost $0)

      52       –0 – 
     

 

 

 



Company
        Shares     U.S. $ Value  
                                      

SHORT-TERM INVESTMENTS–0.5%

     

INVESTMENT COMPANIES–0.5%

     

AB Fixed Income Shares, Inc.–Government Money Market Portfolio–Class AB, 3.48%(f)(g)(h)
(cost $1,245,605)

      1,245,605     $ 1,245,605  
     

 

 

 

TOTAL INVESTMENTS BEFORE SECURITY LENDING COLLATERAL FOR SECURITIES
LOANED–98.9%
(cost $132,024,946)

        236,526,192  
     

 

 

 

INVESTMENTS OF CASH COLLATERAL FOR SECURITIES
LOANED–0.2%

     

INVESTMENT COMPANIES–0.2%

     

AB Fixed Income Shares, Inc. - Government Money Market Portfolio–Class AB, 3.48%(f)(g)(h)
(cost $372,982)

      372,982       372,982  
     

 

 

 

TOTAL INVESTMENTS–99.1%
(cost $132,397,928)

        236,899,174  

Other assets less liabilities–0.9%

        2,084,726  
     

 

 

 

NET ASSETS–100.0%

      $ 238,983,900  
     

 

 

 

 

18


    AB Variable Products Series Fund

 

FUTURES (see Note D)

 

Description    Number of
Contracts
     Expiration
Month
     Current
Notional
    

Value and
Unrealized
Appreciation

(Depreciation)

 

Purchased Contracts

           

Euro STOXX 50 Index Futures

     40        September 2026      $ 2,904,946      $ 22,303  

Long Gilt Futures

     59        September 2026        6,981,623        100,631  

Micro S&P 500 E-Mini Futures

     4        September 2026        150,965        1,362  

MSCI Emerging Markets Index Futures

     11        September 2026        966,515        (16,572

Nikkei 225 (OSE) Futures

     1        September 2026        431,686        26,319  

S&P 500 E-Mini Futures

     27        September 2026        10,190,138        67,949  

TOPIX Index Futures

     19        September 2026        4,677,696        77,417  

U.S. T-Note 2 Yr (CBT) Futures

     25        September 2026        5,153,320        (5,292

U.S. Ultra Bond (CBT) Futures

     15        September 2026        1,742,344        34,155  

Sold Contracts

           

FTSE 100 Index Futures

     4        September 2026        559,311        (5

MSCI Singapore ETS Index Futures

     1        July 2026        36,981        184  

S&P/TSX 60 Index Futures

     15        September 2026        4,348,387        602  

SPI 200 Futures

     16        September 2026        2,430,426        33,058  

U.S. T-Note 5 Yr (CBT) Futures

     8        September 2026        856,375        (1,042

U.S. T-Note 10 Yr (CBT) Futures

     43        September 2026        4,725,297        (18,776
           

 

 

 
            $  322,293  
           

 

 

 

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note D)

 

Counterparty    Contracts to
Deliver
(000)
     In Exchange
For
(000)
     Settlement
Date
     Unrealized
Appreciation
(Depreciation)
 

Barclays Capital, Inc.

     AUD        1,295        USD        929        07/09/2026      $ 32,673  

Barclays Capital, Inc.

     JPY        168,076        USD        1,046        08/27/2026        8,013  

Barclays Capital, Inc.

     USD        1,576        EUR        1,364        09/11/2026        (12,598

BNP Paribas SA

     USD        690        AUD        963        07/09/2026        (23,739

Citibank NA

     NZD        964        USD        548        07/09/2026        810  

Citibank NA

     GBP        3,778        USD        5,106        07/16/2026        94,672  

Citibank NA

     CHF        1,708        USD        2,173        09/11/2026        42,738  

Deutsche Bank AG

     AUD        921        USD        659        07/09/2026        21,583  

Goldman Sachs Bank USA

     NZD        1,623        USD        954        07/09/2026        31,755  

Goldman Sachs Bank USA

     USD        976        AUD        1,405        07/09/2026        (3,420

Goldman Sachs Bank USA

     GBP        480        USD        635        07/16/2026        (1,877

Goldman Sachs Bank USA

     USD        562        GBP        421        07/16/2026        (3,221

HSBC Bank USA

     CAD        7,417        USD        5,382        07/09/2026        150,895  

HSBC Bank USA

     NZD        1,540        USD        895        07/09/2026        20,490  

HSBC Bank USA

     USD        845        AUD        1,200        07/09/2026        (14,192

HSBC Bank USA

     USD        913        NZD        1,540        07/09/2026        (38,421

Morgan Stanley Bank NA

     AUD        756        USD        531        07/09/2026        8,130  

Morgan Stanley Bank NA

     USD        1,365        JPY        217,427        08/27/2026        (22,135

Morgan Stanley Bank NA

     CHF        1,024        USD        1,293        09/11/2026        15,613  

Morgan Stanley Bank NA

     EUR        6,777        USD        7,891        09/11/2026        124,560  

State Street Bank & Trust Co.

     AUD        1,856        USD        1,330        07/09/2026        44,928  

State Street Bank & Trust Co.

     CAD        2,978        USD        2,160        07/09/2026        59,521  

State Street Bank & Trust Co.

     NZD        19        USD        11        07/09/2026        389  

 

19


DYNAMIC ASSET ALLOCATION PORTFOLIO
PORTFOLIO OF INVESTMENTS  
(continued)   AB Variable Products Series Fund

 

Counterparty    Contracts to
Deliver
(000)
     In Exchange
For
(000)
     Settlement
Date
     Unrealized
Appreciation
(Depreciation)
 

State Street Bank & Trust Co.

     USD        1,961        AUD        2,749        07/09/2026      $ (57,876

State Street Bank & Trust Co.

     USD        2,062        CAD        2,838        07/09/2026        (60,556

State Street Bank & Trust Co.

     USD        958        NZD        1,623        07/09/2026        (36,444

State Street Bank & Trust Co.

     GBP        3,401        USD        4,572        07/16/2026        60,410  

State Street Bank & Trust Co.

     USD        5,048        GBP        3,755        07/16/2026        (66,726

State Street Bank & Trust Co.

     JPY        92,356        USD        579        08/27/2026        8,365  

State Street Bank & Trust Co.

     USD        153        NOK        1,496        09/10/2026        (1,855

State Street Bank & Trust Co.

     USD        340        SEK        3,284        09/10/2026        426  

State Street Bank & Trust Co.

     USD        326        SEK        3,148        09/10/2026        (520

State Street Bank & Trust Co.

     EUR        654        USD        762        09/11/2026        12,025  

State Street Bank & Trust Co.

     USD        28        CHF        22        09/11/2026        (544

State Street Bank & Trust Co.

     USD        368        EUR        322        09/11/2026        640  

UBS

     USD        1,643        NZD        2,839        07/09/2026        (30,408
                 

 

 

 
   $  364,104  
                 

 

 

 

CENTRALLY CLEARED CREDIT DEFAULT SWAPS (see Note D)

 

Description   

Fixed
Rate
(Pay)

Receive

    Payment
Frequency
    

Implied
Credit
Spread at

June 30,
2026

    Notional
Amount (000)
     Market
Value
    

Upfront
Premiums
Paid

(Received)

     Unrealized
Appreciation
(Depreciation)
 

Sale Contracts

                  

CDX-NAHY Series 46, 5 Year Index, 06/20/2031*

     5.00     Quarterly        3.03     USD 2,376      $  195,197      $  (233,835    $  429,032  

 

*   Termination date.

 

(a)   Non-income producing security.

 

(b)   Represents entire or partial securities out on loan. See Note E for securities lending information.

 

(c)   Fair valued by the Adviser.

 

(d)   Security in which significant unobservable inputs (Level 3) were used in determining fair value.

 

(e)   Security is exempt from registration under Rule 144A or Regulation S of the Securities Act of 1933. These securities are considered restricted, but liquid and may be resold in transactions exempt from registration. At June 30, 2026, the aggregate market value of these securities amounted to $156,104 or 0.1% of net assets.

 

(f)   The rate shown represents the 7-day yield as of period end.

 

(g)   Affiliated investments.

 

(h)   To obtain a copy of the fund’s shareholder report, please go to the Securities and Exchange Commission’s website at www.sec.gov. Additionally, shareholder reports for AB funds can be obtained by calling AB at (800) 227-4618.

Currency Abbreviations:

AUD—Australian Dollar

CAD—Canadian Dollar

CHF—Swiss Franc

EUR—Euro

GBP—Great British Pound

JPY—Japanese Yen

NOK—Norwegian Krone

NZD—New Zealand Dollar

SEK—Swedish Krona

USD—United States Dollar

 

20


    AB Variable Products Series Fund

 

Glossary:

ADR—American Depositary Receipt

CBT—Chicago Board of Trade

CDX-NAHY—North American High Yield Credit Default Swap Index

CVR—Contingent Value Rights

ETS—Emission Trading Scheme

FTSE—Financial Times Stock Exchange

MSCI—Morgan Stanley Capital International

OSE—Osaka Securities Exchange

REG—Registered Shares

REIT—Real Estate Investment Trust

SPI—Share Price Index

TOPIX—Tokyo Price Index

TSX—Toronto Stock Exchange

See notes to financial statements.

 

21


DYNAMIC ASSET ALLOCATION PORTFOLIO
STATEMENT OF ASSETS & LIABILITIES  
June 30, 2026 (unaudited)   AB Variable Products Series Fund

 

ASSETS

  

Investments in securities, at value

  

Unaffiliated issuers (cost $130,779,341)

   $ 235,280,587 (a) 

Affiliated issuers (cost $1,618,587—including investment of cash collateral for securities loaned of $372,982)

     1,618,587  

Cash collateral due from broker

     2,138,114  

Foreign currencies, at value (cost $116,337)

     115,463  

Unaffiliated interest and dividends receivable

     801,883  

Unrealized appreciation on forward currency exchange contracts

     738,636  

Receivable for investment securities sold

     638,866  

Receivable due from Adviser

     10,685  

Affiliated dividends receivable

     7,113  

Receivable for variation margin on centrally cleared swaps

     3,690  

Receivable for capital stock sold

     839  

Other assets

     127,699  
  

 

 

 

Total assets

     241,482,162  
  

 

 

 

LIABILITIES

  

Due to custodian

     3,675  

Cash collateral due to broker

     513,600  

Payable for investment securities purchased

     779,596  

Unrealized depreciation on forward currency exchange contracts

     374,532  

Payable for collateral received on securities loaned

     372,982  

Advisory fee payable

     138,139  

Payable for variation margin on futures

     53,892  

Distribution fee payable

     49,289  

Administrative fee payable

     47,137  

Payable for capital stock redeemed

     25,700  

Foreign capital gains tax payable

     148  

Transfer Agent fee payable

     118  

Directors’ fees payable

     3  

Accrued expenses

     139,451  
  

 

 

 

Total liabilities

     2,498,262  
  

 

 

 

NET ASSETS

   $ 238,983,900  
  

 

 

 

COMPOSITION OF NET ASSETS

 

Capital stock, at par

   $ 20,854  

Additional paid-in capital

     121,220,869  

Distributable earnings

     117,742,177  
  

 

 

 

NET ASSETS

   $ 238,983,900  
  

 

 

 

Net Asset Value Per Share—1 billion shares of capital stock authorized, $.001 par value 

 

Class      Net Assets        Shares
Outstanding
       Net Asset
Value
 
A      $ 226,215          19,611.39        $ 11.53  
B      $  238,757,685          20,834,423        $  11.46  
                                  

 

(a)   Includes securities on loan with a value of $3,288,072 (see Note E).

See notes to financial statements.

 

22


DYNAMIC ASSET ALLOCATION PORTFOLIO
STATEMENT OF OPERATIONS  
Six Months Ended June 30, 2026 (unaudited)   AB Variable Products Series Fund

 

INVESTMENT INCOME

  

Dividends

  

Unaffiliated issuers(net of foreign taxes withheld of $96,421)

   $ 1,355,934  

Affiliated issuers

     32,991  

Interest

     1,566,581  

Securities lending income, net

     8,433  
  

 

 

 
     2,963,939  
  

 

 

 

EXPENSES

  

Advisory fee (see Note B)

     836,327  

Distribution fee—Class B

     298,419  

Transfer agency—Class A

     1  

Transfer agency—Class B

     1,538  

Custody and accounting

     77,279  

Administrative

     56,916  

Audit and tax

     33,845  

Legal

     23,162  

Printing

     22,521  

Directors’ fees

     9,383  

Miscellaneous

     27,763  
  

 

 

 

Total expenses

     1,387,154  

Less: expenses waived and reimbursed by the Adviser (see Notes B & E)

     (72,010
  

 

 

 

Net expenses

     1,315,144  
  

 

 

 

Net investment income

     1,648,795  
  

 

 

 

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS

  

Net realized gain (loss) on:

  

Investment transactions(a)

     12,497,731  

Forward currency exchange contracts

     (103,981

Futures

     (406,964

Swaps

     (418,250

Foreign currency transactions

     (13,267

Net change in unrealized appreciation (depreciation) of:

  

Investments(b)

     (1,091,363

Forward currency exchange contracts

     470,266  

Futures

     483,619  

Swaps

     434,117  

Foreign currency denominated assets and liabilities

     (28,684
  

 

 

 

Net gain on investment and foreign currency transactions

     11,823,224  
  

 

 

 

NET INCREASE IN NET ASSETS FROM OPERATIONS

   $ 13,472,019  
  

 

 

 

 

 

 

(a)   Net of foreign realized capital gains taxes of $116.

 

(b)   Net of decrease in accrued foreign capital gains taxes on unrealized gains of $1,619.

See notes to financial statements.

 

23


 
DYNAMIC ASSET ALLOCATION PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS   AB Variable Products Series Fund

 

     Six Months Ended
June 30, 2026
(unaudited)
    Year Ended
December 31,
2025
 

INCREASE IN NET ASSETS FROM OPERATIONS

    

Net investment income .

   $ 1,648,795     $ 2,868,411  

Net realized gain on investment and foreign currency transactions

     11,555,269       8,861,339  

Net change in unrealized appreciation (depreciation) of investments and foreign currency denominated assets and liabilities

     267,955       19,081,593  
  

 

 

   

 

 

 

Net increase in net assets from operations

     13,472,019       30,811,343  

Distributions to Shareholders

    

Class A

     –0 –      (3,736

Class B

     –0 –      (3,926,533

CAPITAL STOCK TRANSACTIONS

    

Net decrease

     (19,403,513     (33,383,682
  

 

 

   

 

 

 

Total decrease .

     (5,931,494     (6,502,608

NET ASSETS

    

Beginning of period .

     244,915,394       251,418,002  
  

 

 

   

 

 

 

End of period

   $ 238,983,900     $ 244,915,394  
  

 

 

   

 

 

 

 

 

See notes to financial statements.

 

24


DYNAMIC ASSET ALLOCATION PORTFOLIO
NOTES TO FINANCIAL STATEMENTS  
June 30, 2026 (unaudited)   AB Variable Products Series Fund

 

NOTE A: Significant Accounting Policies

The AB Dynamic Asset Allocation Portfolio (the “Portfolio”) is a series of AB Variable Products Series Fund, Inc. (the “Fund”). The Portfolio’s investment objective is to maximize total return consistent with AllianceBernstein L.P. (the “Adviser”) determination of reasonable risk. The Portfolio is diversified as defined under the Investment Company Act of 1940 (the “1940 Act”). The Fund was incorporated in the State of Maryland as an open-end series investment company. The Fund offers eight separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

The Portfolio offers and sells its shares only to separate accounts of certain life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Sales are made without a sales charge at the Portfolio’s net asset value per share.

The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”), which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The Portfolio is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Portfolio securities are valued 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 and under the oversight of the Portfolio’s Board of Directors (the “Board”). Pursuant to these procedures, Adviser serves as the Portfolio’s valuation designee pursuant to Rule 2a-5 of the 1940 Act. In this capacity, the Adviser is responsible, among other things, for making all fair value determinations relating to the Portfolio’s portfolio investments, subject to the Board’s oversight.

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed options are generally valued using market-based inputs, such as last traded prices, closing bid and ask prices, or settlement prices, as applicable; over-the-counter (“OTC”) options, including flexible exchange-traded options (“Flex Options”), are typically valued at transaction price on the trade date and thereafter valued using models that consider the terms of the option and/or relevant market inputs, as applicable; open futures are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. Government securities and any other debt instruments having 60 days or less remaining until maturity are generally valued at market by an independent pricing vendor, if a market price is available. If a market price is not available, the securities are valued at amortized cost. This methodology is commonly used for short-term securities that have an original maturity of 60 days or less, as well as short-term securities that had an original term to maturity that exceeded 60 days. In instances when amortized cost is utilized, the Valuation Committee (the “Committee”) must reasonably conclude that the utilization of amortized cost is approximately the same as the fair value of the security. Factors the Committee will consider include, but are not limited to, an impairment of the creditworthiness of the issuer or material changes in interest rates. Fixed-income securities, including mortgage-backed and asset-backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker-dealers. In cases where broker-dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Open-end mutual funds are valued at the closing net asset value per share, while exchange-traded funds are valued at the closing market price per share.

 

25


DYNAMIC ASSET ALLOCATION PORTFOLIO
NOTES TO FINANCIAL STATEMENTS  
(continued)   AB Variable Products Series Fund

 

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value as deemed appropriate by the Adviser. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Portfolio may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Portfolio values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. To account for this, the Portfolio generally values many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability (including those valued based on their market values as described in Note A.1 above). Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Portfolio. Unobservable inputs reflect the Portfolio’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

 

   

Level 1—quoted prices in active markets for identical investments

   

Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

   

Level 3—significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The fair value of debt instruments, such as bonds, and over-the-counter derivatives is generally based on market price quotations, recently executed market transactions (where observable) or industry recognized modeling techniques and are generally classified as Level 2. Pricing vendor inputs to Level 2 valuations may include quoted prices for similar investments in active markets, interest rate curves, coupon rates, currency rates, yield curves, option adjusted spreads, default rates, credit spreads and other unique security features in order to estimate the relevant cash flows which are then discounted to calculate fair values. If these inputs are unobservable and significant to the fair value, these investments will be classified as Level 3.

Where readily available market prices or relevant bid prices are not available for certain equity investments, such investments may be valued based on similar publicly traded investments, movements in relevant indices since last available prices or based upon underlying company fundamentals and comparable company data (such as multiples to earnings or other multiples to equity). Where an investment is valued using an observable input, such as another publicly traded security, the investment will be classified as Level 2. If management determines that an adjustment is appropriate based on restrictions on resale, illiquidity or uncertainty, and such adjustment is a significant component of the valuation, the investment will be classified as Level 3. An investment will also be classified as Level 3 where management uses company fundamentals and other significant inputs to determine the valuation.

Options are valued using market-based inputs to models, broker or dealer quotations, or alternative pricing sources with reasonable levels of price transparency, where such inputs and models are available. Alternatively, the values may be obtained through unobservable management determined inputs and/or management’s proprietary models. Where models are used, the selection of a particular model to value an option depends upon the contractual terms of, and specific risks inherent in, the option as well as the availability of pricing information in the market. Valuation models require a variety of inputs, including contractual terms, market prices, measures of volatility and correlations of such inputs. Exchange traded options generally will be classified as Level 2. For options that do not trade on an exchange but trade in liquid markets, inputs can generally be verified and model selection does not involve significant management judgment. Options are classified within Level 2 on the fair value hierarchy when all of the significant inputs can be corroborated to market evidence. Otherwise such instruments are classified as Level 3.

 

26


    AB Variable Products Series Fund

 

Other fixed income investments, including non-U.S. government and corporate debt, are generally valued using quoted market prices, if available, which are typically impacted by current interest rates, maturity dates and any perceived credit risk of the issuer. Additionally, in the absence of quoted market prices, these inputs are used by pricing vendors to derive a valuation based upon industry or proprietary models which incorporate issuer specific data with relevant yield/spread comparisons with more widely quoted bonds with similar key characteristics. Those investments for which there are observable inputs are classified as Level 2. Where the inputs are not observable, the investments are classified as Level 3.

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of June 30, 2026:

 

       Level 1      Level 2      Level 3     Total  

Investments in Securities:

            

Assets:

            

Common Stocks

     $ 114,898,157      $ 35,856,235      $ 4,140     $ 150,758,532  

Governments—Treasuries

       –0 –       81,574,375        –0 –      81,574,375  

Agencies

       –0 –       1,787,428        –0 –      1,787,428  

Purchased Options—Puts

       –0 –       1,159,620        –0 –      1,159,620  

Rights

       628        –0 –       4       632  

Warrants

       –0 –       –0 –       0 (a)      –0 – 

Short-Term Investments

       1,245,605        –0 –       –0 –      1,245,605  

Investments of Cash Collateral for Securities Loaned in Affiliated Money Market Fund

       372,982        –0 –       –0 –      372,982  
    

 

 

    

 

 

    

 

 

   

 

 

 

Total Investments in Securities

       116,517,372        120,377,658        4,144 (a)      236,899,174  

Other Financial Instruments(b):

            

Assets:

            

Futures

       363,980        –0 –       –0 –      363,980 (c) 

Forward Currency Exchange Contracts

       –0 –       738,636        –0 –      738,636  

Centrally Cleared Credit Default Swaps

       –0 –       195,197        –0 –      195,197 (c) 

Liabilities:

            

Futures

       (41,687      –0 –       –0 –      (41,687 )(c) 

Forward Currency Exchange Contracts

       –0 –       (374,532      –0 –      (374,532
    

 

 

    

 

 

    

 

 

   

 

 

 

Total

     $ 116,839,665      $ 120,936,959      $ 4,144 (a)    $ 237,780,768  
    

 

 

    

 

 

    

 

 

   

 

 

 

 

(a)   The Portfolio held securities with zero market value at period end.

 

(b)   Other financial instruments include derivative instruments, such as futures, forwards and swaps. Derivative instruments are valued at the unrealized appreciation (depreciation) on the instrument. Other financial instruments may also include swaps with upfront premiums, written options and written swaptions which are valued at market value.

 

(c)   Only variation margin receivable (payable) at period end is reported within the statement of assets and liabilities. This amount reflects cumulative unrealized appreciation (depreciation) on futures and centrally cleared swaps as reported in the portfolio of investments. Where applicable, centrally cleared swaps with upfront premiums are presented here at market value.

3. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and ask prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Portfolio’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of foreign currency denominated assets and liabilities.

 

27


DYNAMIC ASSET ALLOCATION PORTFOLIO
NOTES TO FINANCIAL STATEMENTS  
(continued)   AB Variable Products Series Fund

 

4. Taxes

It is the Portfolio’s policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Portfolio’s tax positions taken or expected to be taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

5. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Portfolio is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date the securities are purchased or sold. Investment gains or losses are determined on the identified cost basis. Non-cash dividends, if any, are recorded on the ex-dividend date at the fair value of the securities received. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income. The Portfolio accounts for distributions received from real estate investment trust (“REIT”) investments or from regulated investment companies as dividend income, realized gain, or return of capital based on information provided by the REIT or the investment company.

6. Class Allocations

All income earned and expenses incurred by the Portfolio are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Portfolio represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged proportionately to each portfolio or based on other appropriate methods. Realized and unrealized gains and losses are allocated among the various share classes based on respective net assets.

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. GAAP. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

8. Cash and Short-Term Investments

Cash and short-term investments include cash on hand and short-term investments with maturities of less than one year when purchased.

9. Segment Information

The Portfolio represents a single operating segment. An operating segment is defined in U.S. GAAP as a component of a public entity that engages in business activities from which it may recognize revenues and incur expenses, has operating results that are regularly reviewed by the public entity’s chief operating decision maker (“CODM”) to make decisions about resources to be allocated to the segment and assess its performance, and has discrete financial information available. The Portfolio’s President is the CODM. The CODM monitors the operating results of the Portfolio as a whole and the pre-determined Portfolio’s long term investment strategy, which is executed by the portfolio management group. The qualitative and quantitative information contained within the financial statements is used by the CODM to assess the segment’s performance versus the Portfolio’s comparative benchmark and to make resource allocation decisions. Segment assets are reflected on the statement of assets and liabilities and segment expenses are listed on the statement of operations.

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .70% of the Portfolio’s average daily net assets. The Adviser has agreed to waive its fees and bear certain expenses to the extent necessary to limit total operating expenses on an annual basis (the “Expense Caps”) to .85% and 1.10% of daily average net assets for Class A and Class B shares, respectively. The Expense Caps will remain in effect until May 1, 2027, and

 

28


    AB Variable Products Series Fund

 

then may be extended by the Adviser for additional one-year terms. For the six months ended June 30, 2026, such reimbursements/waivers amounted to $69,554.

On March 26, 2026, Equitable Holdings, Inc. (“Equitable”), the owner of the Adviser, entered into an Agreement and Plan of Merger (“Merger Agreement”), by and among Equitable, Corebridge Financial, Inc. (“Corebridge”) and various Corebridge subsidiaries. Equitable and Corebridge have agreed, subject to the terms and conditions of the Merger Agreement, to effect an all-stock merger transaction to combine their respective businesses into a newly-formed company (the “Transaction”). The closing of the Transaction may be deemed an “assignment” of the investment advisory agreement between the Portfolio and the Adviser. In order to ensure that the existing investment advisory services could continue uninterrupted, at a meeting held on May 5-7, 2026, the Boards of Directors/Trustees (the “Boards”) of the funds managed by the Adviser (the “AB Funds”), including the Portfolio, approved new investment advisory agreements with the Adviser, in connection with the Transaction. The Boards also agreed to call and hold a joint meeting of shareholders on August 3, 2026, for shareholders of each AB Fund to approve the new investment advisory agreement with the Adviser that would be effective after the closing of the Transaction. At the August 3, 2026 shareholder meeting, shareholders of the Portfolio approved the new investment advisory agreement.

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the six months ended June 30, 2026, the reimbursement for such services amounted to $56,916.

The Portfolio compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation retained by ABIS amounted to $1,063 for the six months ended June 30, 2026.

The Portfolio may invest in AB Government Money Market Portfolio which has a contractual annual advisory fee rate of .20% of the portfolio’s average daily net assets and bears its own expenses. Effective September 1, 2023, the Adviser has contractually agreed to waive .05% of the advisory fee of AB Government Money Market Portfolio (resulting in a net advisory fee of .15%) until August 31, 2024. In connection with the investment by the Portfolio in AB Government Money Market Portfolio, the Adviser has contractually agreed to waive its advisory fee from the Portfolio in an amount equal to the Portfolio’s pro rata share of the effective advisory fee of AB Government Money Market Portfolio, as borne indirectly by the Portfolio as an acquired fund fee and expense. For the six months ended June 30, 2026, such waiver amounted to $1,817.

A summary of the Portfolio’s transactions in AB mutual funds for the six months ended June 30, 2026 is as follows:

 

Portfolio

  Market Value
12/31/25

(000)
    Purchases
at Cost

(000)
    Sales
Proceeds

(000)
    Market Value
6/30/26

(000)
    Dividend
Income

(000)
 

AB Government Money Market Portfolio

  $ 729     $ 21,038     $ 20,521     $ 1,246     $ 33  

AB Government Money Market Portfolio*

    2,224       4,486       6,337       373       0 ** 
       

 

 

   

 

 

 

Total

        $ 1,619     $ 33  
       

 

 

   

 

 

 

 

*   Investments of cash collateral for securities lending transactions (see Note E).

 

**   Amount is less than $500.

NOTE C: Distribution Plan

The Portfolio has adopted a Distribution Plan (the “Plan”) for Class B shares pursuant to Rule 12b-1 under the 1940 Act. Under the Plan, the Portfolio pays distribution and servicing fees to AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, at an annual rate of up to .50% of the Portfolio’s average daily net assets attributable to Class B shares. The fees are accrued daily and paid monthly. The Board currently limits payments under the Plan to .25% of the Portfolio’s average daily net assets attributable to Class B shares. The Plan provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities.

The Portfolio is not obligated under the Plan to pay any distribution and servicing fees in excess of the amounts set forth above. The purpose of the payments to the Distributor under the Plan is to compensate the Distributor for its distribution services with respect to the sale of the Portfolio’s Class B shares. Since the Distributor’s compensation is not directly tied to its expenses, the amount of compensation received by it under the Plan during any year may be more or less than its actual expenses. For this reason, the Plan is characterized by the staff of the Securities and Exchange Commission as being of the “compensation” variety.

 

29


DYNAMIC ASSET ALLOCATION PORTFOLIO
NOTES TO FINANCIAL STATEMENTS  
(continued)   AB Variable Products Series Fund

 

In the event that the Plan is terminated or not continued, no distribution or servicing fees (other than current amounts accrued but not yet paid) would be owed by the Portfolio to the Distributor.

The Plan also provides that the Adviser may use its own resources to finance the distribution of the Portfolio’s shares.

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2026 were as follows:

 

       Purchases        Sales  

Investment securities (excluding U.S. government securities)

     $ 5,137,718        $ 25,245,635  

U.S. government securities

       16,939,929          16,429,293  

The cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes. Accordingly, gross unrealized appreciation and unrealized depreciation are as follows:

 

Gross unrealized appreciation

   $ 112,857,639  

Gross unrealized depreciation

     (7,240,964
  

 

 

 

Net unrealized appreciation

   $ 105,616,675  
  

 

 

 

1. Derivative Financial Instruments

The Portfolio may use derivatives in an effort to earn income and enhance returns, to replace more traditional direct investments, to obtain exposure to otherwise inaccessible markets (collectively, “investment purposes”), or to hedge or adjust the risk profile of its portfolio.

The principal types of derivatives utilized by the Portfolio, as well as the methods in which they may be used are:

 

   

Futures

The Portfolio may buy or sell futures for investment purposes or for the purpose of hedging its portfolio against adverse effects of potential movements in the market. The Portfolio bears the market risk that arises from changes in the value of these instruments and the imperfect correlation between movements in the price of the futures and movements in the price of the assets, reference rates or indices which they are designed to track. Among other things, the Portfolio may purchase or sell futures for foreign currencies or options thereon for non-hedging purposes as a means of making direct investment in foreign currencies, as described below under “Currency Transactions”.

At the time the Portfolio enters into futures, the Portfolio deposits with the broker or segregates at its custodian cash or securities as collateral to satisfy initial margin requirements set by the exchange on which the transaction is effected. Pursuant to the contract, with respect to cash collateral, the Portfolio agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in the value of the contract; in the case of securities collateral, the Fund agrees to adjust the securities position held in the segregated account accordingly. Such receipts, payments or adjustments are known as variation margin and are recorded by the Portfolio as unrealized gains or losses. Risks may arise from the potential inability of a counterparty to meet the terms of the contract. The credit/counterparty risk for exchange-traded futures is generally less than privately negotiated futures, since the clearinghouse, which is the issuer or counterparty to each exchange-traded future, has robust risk mitigation standards, including the requirement to provide initial and variation margin. When the contract is closed, the Portfolio records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the time it was closed.

Use of long futures subjects the Portfolio to risk of loss in excess of the amounts shown on the statement of assets and liabilities, up to the notional value of the futures. Use of short futures subjects the Portfolio to unlimited risk of loss. Under some circumstances, futures exchanges may establish daily limits on the amount that the price of futures can vary from the previous day’s settlement price, which could effectively prevent liquidation of unfavorable positions.

During the six months ended June 30, 2026, the Portfolio held futures for hedging and non-hedging purposes.

 

30


    AB Variable Products Series Fund

 

   

Forward Currency Exchange Contracts

The Portfolio may enter into forward currency exchange contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign portfolio holdings, to hedge certain firm purchase and sale commitments denominated in foreign currencies and for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”.

A forward currency exchange contract is a commitment to purchase or sell a foreign currency at a future date at a negotiated forward rate. The gain or loss arising from the difference between the original contract and the closing of such contract would be included in net realized gain or loss on forward currency exchange contracts. Fluctuations in the value of open forward currency exchange contracts are recorded for financial reporting purposes as unrealized appreciation and/or depreciation by the Portfolio. Risks may arise from the potential inability of a counterparty to meet the terms of a contract and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar.

During the six months ended June 30, 2026, the Portfolio held forward currency exchange contracts for hedging and non-hedging purposes.

 

   

Option Transactions

For hedging and investment purposes, the Portfolio may purchase and write (sell) put and call options on U.S. and foreign securities, including government securities, and foreign currencies that are traded on U.S. and foreign securities exchanges and over-the-counter markets. Among other things, the Portfolio may use options transactions for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions” and may use options strategies involving the purchase and/or writing of various combinations of call and/or put options, for hedging and investment purposes.

The risk associated with purchasing an option is that the Portfolio pays a premium whether or not the option is exercised. Additionally, the Portfolio bears the risk of loss of the premium and change in market value should the counterparty not perform under the contract. If a put or call purchased option by the Portfolio were permitted to expire without being sold or exercised, its premium would represent a loss to the Portfolio. Put and call purchased options are accounted for in the same manner as portfolio securities. The cost of securities acquired through the exercise of call options is increased by premiums paid. The proceeds from securities sold through the exercise of put options are decreased by the premiums paid.

When the Portfolio writes an option, the premium received by the Portfolio is recorded as a liability and is subsequently adjusted to the current market value of the written option. The Portfolio’s maximum payment for written put options equates to the number of shares multiplied by the strike price. In certain circumstances maximum payout amounts may be partially offset by recovery values of the respective referenced assets and upfront premium received upon entering into the contract. Premiums received from written options which expire unexercised are recorded by the Portfolio on the expiration date as realized gains from written options. The difference between the premium received and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain, or if the premium received is less than the amount paid for the closing purchase transaction, as a realized loss. If a call option is exercised, the premium received is added to the proceeds from the sale of the underlying security or currency in determining whether the Portfolio has realized a gain or loss. If a put option is exercised, the premium received reduces the cost basis of the security or currency purchased by the Portfolio. In writing an option, the Portfolio bears the market risk of an unfavorable change in the price of the security or currency underlying the written option. Exercise of the written option by the Portfolio could result in the Portfolio selling or buying a security or currency at a price different from the current market value.

During the six months ended June 30, 2026, the Portfolio held purchased options for hedging and non-hedging purposes.

 

   

Swaps

The Portfolio may enter into swaps for investment purposes or to hedge its exposure to interest rates, credit risk, equity markets or currencies. The Portfolio may also enter into swaps for non-hedging purposes as a means of gaining market exposures, making direct investments in foreign currencies, as described below under “Currency Transactions.” A swap is an agreement that obligates two parties to exchange a series of cash flows at specified

 

31


DYNAMIC ASSET ALLOCATION PORTFOLIO
NOTES TO FINANCIAL STATEMENTS  
(continued)   AB Variable Products Series Fund

 

intervals based upon or calculated by reference to changes in specified prices, rates or indexes for a specified amount of an underlying asset or inflation. The payment flows are usually netted against each other, with the difference being paid by one party to the other. In addition, collateral may be pledged or received by the Portfolio in accordance with the terms of the respective swaps to provide value and recourse to the Fund or its counterparties in the event of default, bankruptcy or insolvency by one of the parties to the swap.

Risks may arise as a result of the failure of the counterparty to the swap to comply with the terms of the swap. The loss incurred by the failure of a counterparty is generally limited to the net interim payment to be received by the Portfolio, and/or the termination value at the end of the contract. Therefore, the Portfolio considers the creditworthiness of each counterparty to a swap in evaluating potential counterparty risk. This risk is mitigated by having a netting arrangement between the Portfolio and the counterparty and by the posting of collateral by the counterparty to the Portfolio to cover the Portfolio’s exposure to the counterparty. Additionally, risks may arise from unanticipated movements in interest rates, inflation or in the value of the underlying securities. The Portfolio accrues for the interim payments on swaps on a daily basis, with the net amount recorded within unrealized appreciation (depreciation) of swaps on the statement of assets and liabilities, where applicable. Once the interim payments are settled in cash, the net amount is recorded as realized gain (loss) on swaps on the statement of operations, in addition to any realized gain (loss) recorded upon the termination of swaps. Upfront premiums paid or received for swaps are recognized as cost or proceeds on the statement of assets and liabilities and are amortized on a straight line basis over the life of the contract. Amortized upfront premiums are included in net realized gain (loss) from swaps on the statement of operations. Fluctuations in the value of swaps are recorded as a component of net change in unrealized appreciation (depreciation) of swaps on the statement of operations.

Certain standardized swaps, including certain interest rate swaps and credit default swaps, are subject to mandatory central clearing. Cleared swaps are transacted through futures commission merchants (“FCMs”) that are members of central clearinghouses, with the clearinghouse serving as central counterparty, similar to transactions in futures contracts. Centralized clearing will be required for additional categories of swaps on a phased-in basis based on requirements published by the Securities and Exchange Commission and Commodity Futures Trading Commission.

At the time the Portfolio enters into a centrally cleared swap, the Portfolio deposits with the broker or segregates at its custodian cash or securities as collateral to satisfy initial margin requirements set by the clearinghouse on which the transaction is effected. Pursuant to the contract, with respect to cash collateral, the Portfolio agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in the value of the contract; in the case of securities collateral, the Portfolio agrees to adjust the securities position held in the segregated account accordingly. Such receipts, payments or adjustments are known as variation margin and are recorded by the Portfolio as unrealized gains or losses. Risks may arise from the potential inability of a counterparty to meet the terms of the contract. The credit/counterparty risk for centrally cleared swaps is generally less than non-centrally cleared swaps, since the clearinghouse, which is the issuer or counterparty to each centrally cleared swap, has robust risk mitigation standards, including the requirement to provide initial and variation margin. When the contract is closed, the Portfolio records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the time it was closed.

Credit Default Swaps:

The Portfolio may enter into credit default swaps, including to manage its exposure to the market or certain sectors of the market, to reduce its risk exposure to defaults by corporate and sovereign issuers held by the Portfolio, or to create exposure to corporate or sovereign issuers to which it is not otherwise exposed. The Portfolio may purchase credit protection (“Buy Contract”) or provide credit protection (“Sale Contract”) on the referenced obligation of the credit default swap. During the term of the swap, the Portfolio receives/(pays) fixed payments from/(to) the respective counterparty, calculated at the agreed upon rate applied to the notional amount. If the Portfolio is a buyer/(seller) of protection and a credit event occurs, as defined under the terms of the swap, the Portfolio will either (i) receive from the seller/(pay to the buyer) of protection an amount equal to the notional amount of the swap (the “Maximum Payout Amount”) and deliver/(take delivery of) the referenced obligation or (ii) receive/(pay) a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation. In certain circumstances Maximum Payout Amounts may be partially offset by recovery values of the respective referenced obligations, upfront premium received upon entering into the

 

32


    AB Variable Products Series Fund

 

agreement, or net amounts received from settlement of buy protection credit default swaps entered into by the Portfolio for the same referenced obligations with the same counterparty.

Credit default swaps may involve greater risks than if the Portfolio had invested in the referenced obligation directly. Credit default swaps are subject to general market risk, liquidity risk, counterparty risk and credit risk. If the Portfolio is a buyer of protection and no credit event occurs, it will lose the payments it made to its counterparty. If the Portfolio is a seller of protection and a credit event occurs, the value of the referenced obligation received by the Portfolio coupled with the periodic payment s previously received, may be less than the Maximum Payout Amount it pays to the buyer, resulting in a net loss to the Portfolio.

Implied credit spreads over U.S. Treasuries of comparable maturity utilized in determining the market value of credit default swaps on issuers as of period end are disclosed in the portfolio of investments. The implied spreads serve as an indicator of the current status of the payment/performance risk and typically reflect the likelihood of default by the issuer of the referenced obligation. The implied credit spread of a particular reference obligation also reflects the cost of buying/selling protection and may reflect upfront payments required to be made to enter into the agreement. Widening credit spreads typically represent a deterioration of the referenced obligation’s credit soundness and greater likelihood of default or other credit event occurring as defined under the terms of the agreement. A credit spread identified as “Defaulted” indicates a credit event has occurred for the referenced obligation.

During the six months ended June 30, 2026, the Portfolio held credit default swaps for hedging and non-hedging purposes.

Total Return Swaps:

The Portfolio may enter into total return swaps in order to take a “long” or “short” position with respect to an underlying referenced asset. The Portfolio is subject to market price volatility of the underlying referenced asset. A total return swap involves commitments to pay interest in exchange for a market linked return based on a notional amount. To the extent that the total return of the security, group of securities or index underlying the transaction exceeds or falls short of the offsetting interest obligation, the Portfolio will receive a payment from or make a payment to the counterparty.

During the six months ended June 30, 2026, the Portfolio held total return swaps for hedging and non-hedging purposes.

The Portfolio typically enters into International Swaps and Derivatives Association, Inc. Master Agreements (“ISDA Master Agreement”) with its OTC derivative contract counterparties in order to, among other things, reduce its credit risk to OTC counterparties. ISDA Master Agreements include provisions for general obligations, representations, collateral and events of default or termination. Under an ISDA Master Agreement, the Portfolio typically may offset with the OTC counterparty certain derivative financial instruments’ payables and/or receivables with collateral held and/or posted and create one single net payment (close-out netting) in the event of default or termination. In the event of a default by an OTC counterparty, the return of collateral with market value in excess of the Portfolio’s net liability, held by the defaulting party, may be delayed or denied.

The Portfolio’s ISDA Master Agreements may contain provisions for early termination of OTC derivative transactions in the event the net assets of the Portfolio decline below specific levels (“net asset contingent features”). If these levels are triggered, the Portfolio’s OTC counterparty has the right to terminate such transaction and require the Portfolio to pay or receive a settlement amount in connection with the terminated transaction. If OTC derivatives were held at period end, please refer to netting arrangements by the OTC counterparty table below for additional details.

 

33


DYNAMIC ASSET ALLOCATION PORTFOLIO
NOTES TO FINANCIAL STATEMENTS  
(continued)   AB Variable Products Series Fund

 

During the six months ended June 30, 2026, the Portfolio had entered into the following derivatives:

 

   

Asset Derivatives

   

Liability Derivatives

 

Derivative Type

 

Statement of

Assets and Liabilities

Location

  Fair Value    

Statement of

Assets and Liabilities

Location

  Fair Value  

Interest rate contracts

  Receivable for variation margin on futures   $ 134,786   Payable for variation margin on futures   $ 25,110

Equity contracts

  Receivable for variation margin on futures     229,194   Payable for variation margin on futures     16,577

Credit contracts

 

Receivable for variation

margin on centrally cleared swaps

    429,032    

Foreign currency contracts

  Unrealized appreciation on forward currency exchange contracts     738,636     Unrealized depreciation on forward currency exchange contracts     374,532  

Equity contracts

 

Investments in securities,

at value

    1,159,620      
   

 

 

     

 

 

 

Total

    $ 2,691,268       $ 416,219  
   

 

 

     

 

 

 

 

*   Only variation margin receivable/payable at period end is reported within the statement of assets and liabilities. This amount reflects cumulative unrealized appreciation (depreciation) on futures and centrally cleared swaps as reported in the portfolio of investments.

 

Derivative Type

  

Location of Gain or (Loss) on Derivatives
Within Statement of Operations

   Realized Gain or
(Loss) on
Derivatives
    Change in Unrealized
Appreciation or
(Depreciation)
 

Interest rate contracts

   Net realized gain (loss) on futures; Net change in unrealized appreciation (depreciation) of futures    $ (330,393   $ 225,975  

Equity contracts

   Net realized gain (loss) on futures; Net change in unrealized appreciation (depreciation) of futures      (76,571     257,644  

Foreign currency contracts

   Net realized gain (loss) on forward currency exchange contracts; Net change in unrealized appreciation (depreciation) of forward currency exchange contracts      (103,981     470,266  

Equity contracts

   Net realized gain (loss) on investment transactions; Net change in unrealized appreciation (depreciation) of investments      (649,876     (78,792

Credit contracts

   Net realized gain (loss) on swaps; Net change in unrealized appreciation (depreciation) of swaps      (412,725     429,032  

Equity contracts

   Net realized gain (loss) on swaps; Net change in unrealized appreciation (depreciation) of swaps      (5,525     5,085  
     

 

 

   

 

 

 

Total

      $ (1,579,071   $ 1,309,210  
     

 

 

   

 

 

 

 

34


    AB Variable Products Series Fund

 

The following table represents the average monthly volume of the Portfolio’s derivative transactions during the six months ended June 30, 2026:

 

Futures:

  

Average notional amount of buy contracts

   $ 28,681,364  

Average notional amount of sale contracts

   $ 8,231,344  

Forward Currency Exchange Contracts:

  

Average principal amount of buy contracts

   $ 16,431,272  

Average principal amount of sale contracts

   $ 28,566,157  

Purchased Options:

  

Average notional amount

   $ 44,815,065  

Centrally Cleared Credit Default Swaps:

  

Average notional amount of sale contracts

   $ 2,376,000 (a) 

Total Return Swaps:

  

Average notional amount

   $ 243,892 (b) 

 

(a)   Positions were open for two months during the period.

 

(b)   Positions were open for three months during the period.

For financial reporting purposes, the Portfolio does not offset derivative assets and derivative liabilities that are subject to netting arrangements in the statement of assets and liabilities.

All OTC derivatives held at period end were subject to netting arrangements. The following table presents the Portfolio’s derivative assets and liabilities by OTC counterparty net of amounts available for offset under ISDA Master Agreements (“MA”) and net of the related collateral received/pledged by the Portfolio as of June 30, 2026. Exchange-traded derivatives and centrally cleared swaps are not subject to netting arrangements and as such are excluded from the table.

 

Counterparty

   Derivative Assets
Subject To a MA
     Derivatives
Available for
Offset
    Cash Collateral
Received*
    Security Collateral
Received*
    Net Amount of
Derivative Assets
 

Barclays Capital, Inc.

   $ 40,686      $ (12,598   $ –0 –    $    –0 –    $ 28,088  

Citibank NA

     138,220        –0 –      –0 –      –0 –      138,220  

Deutsche Bank AG

     21,583        –0 –      –0 –      –0 –      21,583  

Goldman Sachs Bank USA

     31,755        (8,518     –0 –      –0 –      23,237  

HSBC Bank USA

     171,385        (52,613     –0 –      –0 –      118,772  

Morgan Stanley Bank NA

     148,303        (22,135     (126,168     –0 –      –0 – 

State Street Bank & Trust Co.

     186,704        (186,704     –0 –      –0 –      –0 – 

UBS/UBS AG

     1,159,620        (30,408     (203,600     –0 –      925,612  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Total

   $ 1,898,256      $ (312,976   $ (329,768   $ –0 –    $ 1,255,512
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Counterparty

   Derivative Liabilities
Subject To a MA
     Derivatives
Available for
Offset
    Cash Collateral
Pledged*
    Security Collateral
Pledged*
    Net Amount of
Derivative Liabilities
 

Barclays Capital, Inc.

   $ 12,598      $ (12,598   $ –0 –    $ –0 –    $ –0 – 

BNP Paribas SA

     23,739        –0 –      –0 –      –0 –      23,739  

Goldman Sachs Bank USA

     8,518        (8,518     –0 –      –0 –      –0 – 

HSBC Bank USA

     52,613        (52,613     –0 –      –0 –      –0 – 

Morgan Stanley Bank NA

     22,135        (22,135     –0 –      –0 –      –0 – 

State Street Bank & Trust Co.

     224,521        (186,704     –0 –      –0 –      37,817  

UBS/UBS AG

     30,408        (30,408     –0 –      –0 –      –0 – 
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Total

   $ 374,532      $ (312,976   $ –0 –    $ –0 –    $ 61,556
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

 

*   The actual collateral received/pledged may be more than the amount reported due to over-collateralization.

 

^   Net amount represents the net receivable/payable that would be due from/to the counterparty in the event of default or termination. The net amount from OTC financial derivative instruments can only be netted across transactions governed under the same master agreement with the same counterparty.

 

35


DYNAMIC ASSET ALLOCATION PORTFOLIO
NOTES TO FINANCIAL STATEMENTS  
(continued)   AB Variable Products Series Fund

 

2. Currency Transactions

The Portfolio may invest in non-U.S. Dollar-denominated securities on a currency hedged or unhedged basis. The Portfolio may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and other options. The Portfolio may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Portfolio and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Portfolio may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

NOTE E: Securities Lending

The Portfolio may enter into securities lending transactions. Under the Portfolio’s securities lending program, all loans of securities will be collateralized continually by cash collateral and/or non-cash collateral. Non-cash collateral will include only securities issued or guaranteed by the U.S. government or its agencies or instrumentalities. If the Portfolio cannot sell or repledge any non-cash collateral, such collateral will not be reflected in the portfolio of investments. If a loan is collateralized by cash, the Portfolio will be compensated for the loan from a portion of the net return from the income earned on cash collateral after a rebate is paid to the borrower (in some cases, this rebate may be a “negative rebate” or fee paid by the borrower to the Portfolio in connection with the loan), and payments are made for fees of the securities lending agent and for certain other administrative expenses. If the Portfolio receives non-cash collateral, the Portfolio will receive a fee from the borrower generally equal to a negotiated percentage of the market value of the loaned securities. The Portfolio will have the right to call a loan and obtain the securities loaned at any time on notice to the borrower within the normal and customary settlement time for the securities. While the securities are on loan, the borrower is obligated to pay the Portfolio amounts equal to any dividend income or other distributions from the securities; however, these distributions will not be afforded the same preferential tax treatment as qualified dividends. The Portfolio will not be able to exercise voting rights with respect to any securities during the existence of a loan, but will have the right to regain ownership of loaned securities in order to exercise voting or other ownership rights. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent currently invests the cash collateral received in AB Government Money Market Portfolio, an eligible money market vehicle, in accordance with the investment restrictions of the Portfolio, and as approved by the Board. The collateral received on securities loaned is recorded as an asset as well as a corresponding liability in the statement of assets and liabilities. The collateral will be adjusted the next business day to maintain the required collateral amount. The amounts of securities lending income from the borrowers and AB Government Money Market Portfolio are reflected in the statement of operations. When the Portfolio earns net securities lending income from AB Government Money Market Portfolio, the income is inclusive of a rebate expense paid to the borrower. In connection with the cash collateral investment by the Portfolio in AB Government Money Market Portfolio, the Adviser has agreed to waive a portion of the Portfolio’s share of the advisory fees of AB Government Money Market Portfolio, as borne indirectly by the Portfolio as an acquired fund fee and expense. When the Portfolio lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. A principal risk of lending portfolio securities is that the borrower may fail to return the loaned securities upon termination of the loan and that the collateral will not be sufficient to replace the loaned securities. The lending agent has agreed to indemnify the Portfolio in the case of default of any securities borrower.

A summary of the Portfolio’s transactions surrounding securities lending for the six months ended June 30, 2026 is as follows:

 

                       

 AB Government Money Market 

Portfolio

 

Market Value of
Securities

on Loan*

   

Cash Collateral*

   

Market Value of

Non-Cash
Collateral*

   

Income from
Borrowers

   

Income

Earned

   

Advisory Fee
Waived

 
$ 3,288,072     $ 372,982     $ 3,068,166     $ 7,939     $ 494     $ 639  

 

*   As of June 30, 2026.

 

36


    AB Variable Products Series Fund

 

NOTE F: Capital Stock

Each class consists of 500,000,000 authorized shares. Transactions in capital shares for each class were as follows:

 

    SHARES           AMOUNT  
    Six Months Ended
June 30, 2026
(unaudited)
    Year Ended
December 31,
2025
          Six Months Ended
June 30, 2026
(unaudited)
    Year Ended
December 31,
2025
 

Class A

 

Shares sold

    1,133       2,033       $ 12,587     $ 20,885  

Shares issued in reinvestment of dividends

    –0 –      363         –0 –      3,736  

Shares redeemed

    (864     (2,377       (9,588     (24,573
 

 

 

   

 

 

     

 

 

   

 

 

 

Net increase

    269       19       $ 2,999     $ 48  
 

 

 

   

 

 

     

 

 

   

 

 

 

Class B

 

Shares sold

    142,738       442,364       $ 1,566,278     $ 4,515,897  

Shares issued on reinvestment of dividends

    –0 –      382,703         –0 –      3,926,532  

Shares redeemed

    (1,896,200     (4,082,961       (20,972,790     (41,826,159
 

 

 

   

 

 

     

 

 

   

 

 

 

Net decrease

    (1,753,462     (3,257,894     $ (19,406,512   $ (33,383,730
 

 

 

   

 

 

     

 

 

   

 

 

 

At June 30, 2026, certain shareholders of the Portfolio owned 92% in aggregate of the Portfolio’s outstanding shares. Significant transactions by such shareholders, if any, may impact the Portfolio’s performance.

NOTE G: Risks Involved in Investing in the Portfolio

Market Risk—The value of the Portfolio’s assets will fluctuate as the market or markets in which the Portfolio invests fluctuate. The value of the Portfolio’s investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other local, regional or global events, including public health crises (including the occurrence of a contagious disease or illness), terrorism, war, changing interest rate levels, the imposition of new or additional tariffs, or conflicts, any of which can affect large portions of the securities markets. It includes the risk that a particular style of investing may underperform the market generally.

Allocation Risk—The allocation of investments among different global asset classes may have a significant adverse effect on the Portfolio’s net asset value, or NAV, when one of these asset classes is performing more poorly than others. As both the direct investments and derivatives positions will be periodically adjusted to reflect the Adviser’s view of market and economic conditions, there will be transaction costs that may be, over time, significant. In addition, there is a risk that certain asset allocation decisions may not achieve the desired results and, as a result, the Portfolio may incur significant losses.

Interest Rate Risk—Changes in interest rates will affect the value of investments in fixed-income securities. When interest rates rise, the value of existing investments in fixed-income securities tends to fall and this decrease in value may not be offset by higher income from new investments. Interest rate risk is generally greater for fixed-income securities with longer maturities or durations. Changing interest rates may have unpredictable effects on the markets, may result in heightened market volatility and may detract from Portfolio performance. In addition, changes in monetary policy may exacerbate the risks associated with changing interest rates.

Credit Risk—An issuer or guarantor of a fixed-income security, or the counterparty to a derivatives or other contract, may be unable or unwilling to make timely payments of interest or principal, or to otherwise honor its obligations. The issuer or guarantor may default, causing a loss of the full principal amount of a security and accrued interest. The degree of risk for a particular security may be reflected in its credit rating. There is the possibility that the credit rating of a fixed-income security may be downgraded after purchase, which may adversely affect the value of the security. Investments in fixed-income securities with lower ratings tend to have a higher probability that an issuer will default or fail to meet its payment obligations.

Foreign (Non-U.S.) Risk—The Portfolio’s investments in securities of non-U.S. issuers may involve more risk than those of U.S. issuers. These securities may fluctuate more widely in price and may be more difficult to trade due to adverse market, economic, political, regulatory or other factors.

Emerging Market Risk—Investments in emerging market countries may involve more risks than investments in other foreign countries because the markets are less developed, less liquid and are subject to increased potential for market manipulation, and increased economic, political, regulatory or other uncertainties.

 

37


DYNAMIC ASSET ALLOCATION PORTFOLIO
NOTES TO FINANCIAL STATEMENTS  
(continued)   AB Variable Products Series Fund

 

Currency Risk—Fluctuations in currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce its returns.

ETF Risk—ETFs, are investment companies. When the Portfolio invests in an ETF, the Portfolio bears its share of the ETF’s expenses and runs the risk that the ETF may not achieve its investment objective.

Derivatives Risk—Derivatives may be difficult to price or unwind and leveraged so that small changes may produce disproportionate losses for the Portfolio. A short position in a derivative instrument involves the risk of a theoretically unlimited increase in the value of the underlying asset, reference rate or index, which could cause the Portfolio to suffer a potentially unlimited loss. Derivatives, especially over-the-counter derivatives, are also subject to counterparty risk, which is the risk that the counterparty (the party on the other side of the transaction) on a derivative transaction will be unable or unwilling to honor its contractual obligations to the Portfolio.

Leverage Risk—When the Portfolio borrows money or otherwise leverages its portfolio, its NAV may be more volatile because leverage tends to exaggerate the effect of changes in interest rates and any increase or decrease in the value of the Portfolio’s investments. The Portfolio may create leverage through the use of reverse repurchase agreements, forward commitments, or by borrowing money.

Illiquid Investments Risk—Illiquid investments risk exists when certain investments are or become difficult to purchase or sell. Difficulty in selling such investments may result in sales at disadvantageous prices affecting the value of your investment in the Portfolio. Causes of illiquid investments risk may include low trading volumes, large positions and heavy redemptions of Portfolio shares.

Capitalization Risk—Investments in small-and mid-capitalization companies may be more volatile than investments in large-capitalization companies. Investments in small-and mid-capitalization companies may have additional risks because these companies have limited product lines, markets or financial resources.

Real Estate Risk— The Portfolio’s investments in real estate securities have many of the same risks as direct ownership of real estate, including the risk that the value of real estate could decline due to a variety of factors that affect the real estate market generally. Investments in real estate investment trusts, or REITs, may have additional risks. REITs are dependent on the capability of their managers, may have limited diversification, and could be significantly affected by changes in taxes. Some REITs may utilize leverage, which increases investment risk and may potentially increase the Portfolio’s losses.

Indemnification Risk—In the ordinary course of business, the Portfolio enters into contracts that contain a variety of indemnifications. The Portfolio’s maximum exposure under these arrangements is unknown. However, the Portfolio has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote. Therefore, the Portfolio has not accrued any liability in connection with these indemnification provisions.

Management Risk—The Portfolio is subject to management risk because it is an actively-managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions for the Portfolio, but there is no guarantee that its techniques will produce the intended results. Some of these techniques may incorporate, or rely upon, quantitative models, but there is no guarantee that these models will generate accurate forecasts, reduce risk or otherwise perform as expected.

NOTE H: Joint Credit Facility

A number of open-end mutual funds and ETFs managed by the Adviser, including the Fund, participate in a $380 million credit facility (the “Facility”) intended to provide short-term financing related to redemptions and other short-term liquidity requirements. The Facility, which will expire on June 23, 2027, may be renewed for an additional term dependent upon the election of the participating funds and lenders. A commitment fee of 0.15% per annum of the Facility amount is paid by the participating funds. The portion of the commitment fee related to the ETFs is paid by the Adviser pursuant to the ETF’s unitary fee structure. The Fund did not utilize the Facility during the six months ended June 30, 2026.

 

38


    AB Variable Products Series Fund

 

NOTE I: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2026 will be determined at the end of the current fiscal Year. The tax character of distributions paid during the fiscal years ended December 31, 2025 and December 31, 2024 were as follows:

 

       2025        2024  

Distributions paid from:

         

Ordinary income

     $ 3,930,269        $ 2,803,638  
    

 

 

      

 

 

 

Total taxable distributions paid

     $ 3,930,269        $ 2,803,638  
    

 

 

      

 

 

 

As of December 31, 2025, the components of accumulated earnings (deficit) on a tax basis were as follows:

 

Undistributed ordinary income

   $ 2,158,777  

Accumulated capital and other losses

     (1,563,700 )(a) 

Unrealized appreciation (depreciation)

     103,675,113 (b) 
  

 

 

 

Total accumulated earnings (deficit)

   $ 104,270,190  
  

 

 

 

 

(a)   As of December 31, 2025, the Portfolio had a net capital loss carryforward of $1,463,604. During the fiscal year, the Portfolio utilized $9,636,936 of capital loss carry forwards to offset current year net realized gains. As of December 31, 2025, the cumulative deferred loss on straddles was $100,096.

 

(b)   The differences between book-basis and tax-basis unrealized appreciation (depreciation) are attributable primarily to the recognition for tax purposes of unrealized gains (losses) on certain derivative instruments, return of capital distributions received from underlying securities, the tax treatment of passive foreign investment companies (PFICs), corporate restructuring, and the tax deferral of losses on wash sales.

For tax purposes, net realized capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of December 31, 2025, the Portfolio had a net short-term capital loss carryforward of $1,463,604, which may be carried forward for an indefinite period.

NOTE K: Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Funds’ financial statements through this date.

 

39


 
DYNAMIC ASSET ALLOCATION PORTFOLIO
FINANCIAL HIGHLIGHTS   AB Variable Products Series Fund

 

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

 

    CLASS A  
    Six Months
Ended
June 30, 2026

(unaudited)
    Year Ended December 31,  
    2025     2024     2023     2022     2021  

Net asset value, beginning of period

    $10.89       $9.77       $8.95       $7.94       $14.94       $13.89  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
           

Income From Investment Operations

           

Net investment income(a)(b)

    .09       .14       .13       .12       .12       .14  

Net realized and unrealized gain (loss) on investment and foreign currency transactions

    .55       1.17       .82       .96       (2.57     1.20  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease) in net asset value from operations

    .64       1.31       .95       1.08       (2.45     1.34  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
           

Less: Dividends and Distributions

           

Dividends from net investment income

    –0 –      (.19     (.13     (.07     (.38     (.29

Distributions from net realized gain on investment transactions

    –0 –      –0 –      –0 –      –0 –      (4.17     –0 – 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total dividends and distributions

    –0 –      (.19     (.13     (.07     (4.55     (.29
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

    $11.53       $10.89       $9.77       $8.95       $7.94       $14.94  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
           

Total Return

           

Total investment return based on net asset value(c)

    5.97     13.54     10.65     13.70     (18.45 )%      9.67
           

Ratios/Supplemental Data

           

Net assets, end of period (000’s omitted)

    $226       $211       $189       $226       $231       $412  

Ratio to average net assets of:

           

Expenses, net of waivers/reimbursements(d)‡

    .85 %(e)      .85     .85     .85     .84     .82

Expenses, before waiver/reimbursements(d)‡

    .91 %(e)      .95     .88     .93     .91     .83

Net investment income(b)

    1.64 %(e)      1.41     1.41     1.42     1.10     .98

Portfolio turnover rate

    9     12     11     12     16     32
           

‡ Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying

  

portfolios

    .00 %(e)      .00     .00     .00     .01     .01

 

 

 

See footnote summary on page 42.

 

40


    AB Variable Products Series Fund

 

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

 

    CLASS B  
    Six Months
Ended
June 30, 2026

(unaudited)
    Year Ended December 31,  
    2025     2024     2023     2022     2021  

Net asset value, beginning of period

    $10.83       $9.72       $8.90       $7.89       $14.85       $13.80  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
           

Income From Investment Operations

           

Net investment income(a)(b)

    .08       .12       .11       .10       .09       .12  

Net realized and unrealized gain (loss) on investment and foreign currency transactions

    .55       1.16       .81       .96       (2.56     1.16  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease) in net asset value from operations

    .63       1.28       .92       1.06       (2.47     1.28  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
           

Less: Dividends and Distributions

           

Dividends from net investment income

    –0 –      (.17     (.10     (.05     (.32     (.23

Distributions from net realized gain on investment transactions

    –0 –      –0 –      –0 –      –0 –      (4.17     –0 – 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total dividends and distributions

    –0 –      (.17     (.10     (.05     (4.49     (.23
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

    $11.46       $10.83       $9.72       $8.90       $7.89       $14.85  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
           

Total Return

           

Total investment return based on net asset value(c)

    5.82     13.21     10.43     13.48     (18.68 )%      9.28
           

Ratios/Supplemental Data

           

Net assets, end of period (000’s omitted)

    $238,758       $244,704       $251,229       $253,591       $235,366       $301,920  

Ratio to average net assets of:

           

Expenses, net of waivers/reimbursements(d)‡

    1.10 %(e)      1.10     1.10     1.10     1.09     1.06

Expenses, before waiver/reimbursements(d)‡

    1.16 %(e)      1.20     1.13     1.18     1.17     1.07

Net investment income(b)

    1.38 %(e)      1.16     1.16     1.18     .87     .80

Portfolio turnover rate

    9     12     11     12     16     32
           

‡ Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying

  

portfolios

    .00 %(e)      .00     .00     .00     .01     .01

 

 

See footnote summary on page 42.

 

41


DYNAMIC ASSET ALLOCATION PORTFOLIO
FINANCIAL HIGHLIGHTS  
(continued)   AB Variable Products Series Fund

 

(a)   Based on average shares outstanding.

 

(b)   Net of expenses waived/reimbursed by the Adviser.

 

(c)   Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Total investment return does not reflect (i) insurance company’s separate account related expense charges and (ii) the deductions of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares. Total investment return calculated for a period of less than one year is not annualized.

 

(d)   In connection with the Portfolio’s investments in affiliated underlying portfolios, the Portfolio incurs no direct expenses, but bears proportionate shares of the fees and expenses (i.e., operating, administrative and investment advisory fees) of the affiliated underlying portfolios. The Adviser has contractually agreed to waive its fees from the Portfolio in an amount equal to the Portfolio’s pro rata share of certain acquired fund fees and expenses, and for the year ended December 31, 2022, such waiver amounted to .01%.

 

(e)   Annualized.

See notes to financial statements.

 

42


 
 
DYNAMIC ASSET ALLOCATION PORTFOLIO   AB Variable Products Series Fund

 

INFORMATION REGARDING THE REVIEW AND APPROVAL OF THE FUND’S PROPOSED NEW ADVISORY AGREEMENT AND INTERIM ADVISORY AGREEMENT IN THE CONTEXT OF A POTENTIAL ASSIGNMENT

As described in more detail in the Proxy Statement for AB Variable Products Series Fund, Inc. (the “Company”) dated June 23, 2026, the Board of the Company, at a meeting held in-person on May 5-7, 2026, approved a new advisory agreement with the Adviser (the “Proposed Agreement”) in respect of each fund organized as a series of the Company (the “Funds”), including AB Dynamic Asset Allocation Portfolio (the “Fund”), in connection with an Agreement and Plan of Merger (the “Merger Agreement”) by and among Equitable Holdings, Inc. (“Equitable”) (the holder of a majority of the partnership interests in the Adviser and the indirect parent of AllianceBernstein Corporation, the general partner of the Adviser), Corebridge Financial, Inc. (“Corebridge”), and various Corebridge subsidiaries, pursuant to which Equitable and Corebridge have agreed, subject to the terms and conditions of the Merger Agreement, to effect an all-stock merger transaction to combine their respective businesses into a newly formed company. Because Equitable controls the Adviser, the Merger may result in an “assignment” (within the meaning of section 2(a)(4) of the Investment Company Act) of the current advisory agreement for the Company in respect of the Funds, including Fund, resulting in the automatic termination of such advisory agreement.

At the same meeting, the Board also considered and approved an interim advisory agreement with the Adviser (the “Interim Advisory Agreement”) for the Company in respect of the Funds, including the Fund, to be effective only in the event that stockholder approval of the Proposed Agreement had not been obtained as of the date of the Merger resulting in an “assignment” of the Adviser’s current advisory agreement and its automatic termination.

The stockholders of the Fund subsequently approved the Proposed Agreement at an annual meeting of stockholders called for the purpose of electing Directors and voting on the Proposed Agreement.

A discussion regarding the basis for the Boards’ approvals at the meeting held on May 5-7, 2026, is set forth below.

At a meeting of the Board held in-person on May 5-7, 2026, the Adviser presented its recommendation that the Board consider and approve the Proposed Agreement in respect of each Fund. The Current Agreement in respect of each Fund provides for automatic termination in the event of an assignment, and the closing of the transaction contemplated by the Merger Agreement may result in an assignment. The Proposed Agreement is being considered to take effect upon the closing, subject to stockholder approval. In connection with their approval of the Proposed Agreement in respect of each Fund, the Board considered its conclusions in connection with its most recent approval of the Current Agreement, in particular in cases where the last approval of the Current Agreement in respect of a Fund was relatively recent, including the Board’s general satisfaction with the nature and quality of services being provided and, as applicable, in the case of certain Funds, actions taken or to be taken in an effort to improve investment performance or reduce expense ratios. Also in connection with their approval of the Proposed Agreement, the Board considered a representation made to them at that time by the Adviser that there were no additional developments not already disclosed to the Board since their most recent approval of the Current Agreement in respect of a Fund that would be a material consideration to the Board in connection with their consideration of the Proposed Agreement, except for matters disclosed to the Board by the Adviser. The Directors considered the fact that the Proposed Agreement would have corresponding terms and conditions identical to those of the Current Agreement with the exception of the effective date and initial term under the Proposed Agreement.

The Directors considered their knowledge of the nature and quality of the services provided by the Adviser to each Fund gained from their experience as directors or trustees of the registered investment companies advised by the Adviser, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the Directors and its responsiveness, frankness and attention to concerns raised by the Directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the Funds. The Directors noted that they have four regular meetings each year, at each of which they review extensive materials and information from the Adviser, including information on the investment performance of each Fund.

The Directors also considered all factors they believed relevant, including the specific matters discussed below. During the course of their deliberations, the Directors evaluated, among other things, the reasonableness of the management fees of the Funds they oversee. The Directors did not identify any particular information that was all-important or controlling, and different Directors may have attributed different weights to the various factors. The Directors determined that the selection of the Adviser to manage the Funds, and the overall arrangements between the Funds and the Adviser, as provided in the Proposed Agreement, including the management fees, were fair and reasonable in light of the services performed under the

 

43


 
DYNAMIC ASSET ALLOCATION PORTFOLIO
(continued)   AB Variable Products Series Fund

 

Current Agreement and to be performed under the Proposed Agreement, expenses incurred and to be incurred and such other matters as the Directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the Directors’ determinations included the following:

Nature, Extent and Quality of Services Provided

The Directors considered the scope and quality of services to be provided by the Adviser under the Proposed Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Funds. They also considered the information that had been provided to them by the Adviser concerning the anticipated implementation of the Merger Agreement and the Adviser’s representation that it did not anticipate that such implementation would affect the management or structure of the Adviser, have a material adverse effect on the Adviser, or adversely affect the quality of the services provided to the Funds by the Adviser and its affiliates. The Directors noted that the Adviser from time to time reviews each Fund’s investment strategies and from time to time proposes changes intended to improve the Fund’s relative or absolute performance for the Directors’ consideration. They also noted the professional experience and qualifications of each Fund’s portfolio management team and other senior personnel of the Adviser. The Directors also considered that the Proposed Agreement, similar to the Current Agreement, provides that the Funds will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services to the Funds by employees of the Adviser or its affiliates. Requests for these reimbursements are made on a quarterly basis and subject to approval by the Directors. Reimbursements, to the extent requested and paid, result in a higher rate of total compensation from the Funds to the Adviser than the fee rate stated in the Proposed Agreement. The Directors noted that the methodology to be used to determine the reimbursement amounts had been reviewed by an independent consultant at the request of the Directors. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Funds’ other service providers, also was considered. The Directors concluded that, overall, they were satisfied with the nature, extent and quality of services to be provided to each Fund under the Proposed Agreement.

Costs of Services to be Provided and Profitability

The Directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of each Fund to the Adviser for calendar years 2024 and 2025, as applicable, that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant at the request of the Directors. The Directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The Directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with a Fund, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Fund, as applicable. The Directors recognized that it is difficult to make comparisons of the profitability of the Proposed Agreement with the profitability of fund advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The Directors focused on the profitability of the Adviser’s relationship with each Fund before taxes and distribution expenses. The Directors noted that certain Funds, as applicable, were not profitable to the Adviser in one or more periods reviewed. The Directors concluded that the Adviser’s level of profitability from its relationship with the other Funds was not unreasonable.

Fall-Out Benefits

The Directors considered the other benefits to the Adviser and its affiliates from their relationships with the Funds and the money market fund advised by the Adviser in which the Funds invest, as applicable, including, but not limited to, as applicable, benefits relating to soft dollar arrangements (whereby investment advisers receive brokerage and research services from brokers that execute agency transactions for their clients) in the case of certain Funds; 12b-1 fees and sales charges received by the principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of the Class B shares of the Funds; brokerage commissions paid by certain Funds to brokers affiliated with the Adviser; and transfer agency fees paid by the Funds to a wholly owned subsidiary of the Adviser. The Directors recognized that the Adviser’s profitability would be somewhat lower, and that a Fund’s unprofitability to the Adviser would be exacerbated, without these benefits. The Directors understood that the Adviser also might derive reputational and other benefits from its association with the Funds.

Investment Results

In addition to the information reviewed by the Directors in connection with the Board meeting at which the Proposed Agreement was approved, the Directors receive detailed performance information for the Funds at each regular Board meeting during the year.

 

44


 
  AB Variable Products Series Fund

 

The Board’s consideration of the Proposed Agreement was informed by their most recent approval of the Current Agreement, and, in the case of certain Funds, their discussion with the Adviser of the reasons for those Funds’ underperformance in certain periods. The Directors also reviewed updated performance information and, in some cases, discussed with the Adviser the reasons for changes in performance or continued underperformance. On the basis of this review, the Directors determined to continue to monitor the performance of certain Funds closely and concluded that the investment performance of each other Fund was acceptable.

Management Fees and Other Expenses

The Directors considered the management fee rate payable by each Fund to the Adviser and information prepared by an independent service provider (the “15(c) provider”) concerning management fee rates payable by other funds in the same category as the Fund. The Directors recognized that it is difficult to make comparisons of management fees because there are variations in the services that are included in the fees paid by other funds. The Directors compared each Fund’s contractual management fee rate with a peer group median, and where applicable, took into account the impact on the management fee rate of the administrative expense reimbursement paid to the Adviser in the latest fiscal year.

The Directors also considered the Adviser’s fee schedule for other clients utilizing investment strategies similar to those of each Fund. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and in a report from the Funds’ Senior Vice President and noted the differences between a Fund’s fee schedule, on the one hand, and the Adviser’s institutional fee schedule and the schedule of fees charged by the Adviser to any offshore funds and for services to any sub-advised funds utilizing investment strategies similar to those of the Fund, on the other, as applicable. The Directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the Directors and that they had previously discussed with the Adviser its policies in respect of such arrangements.

The Adviser reviewed with the Directors the significantly greater scope of the services it provides to each Fund relative to institutional, offshore fund and sub-advised fund clients, as applicable. In this regard, the Adviser noted, among other things, that, compared to institutional and offshore or sub-advisory accounts, each Fund, as applicable, (i) demands considerably more portfolio management, research and trading resources due to significantly higher daily cash flows; (ii) has more tax and regulatory restrictions and compliance obligations; (iii) must prepare and file or distribute regulatory and other communications about fund operations; and (iv) must provide shareholder servicing to retail investors. The Adviser also reviewed the greater legal risks presented by the large and changing population of Fund stockholders who may assert claims against the Adviser in individual or class actions, and the greater entrepreneurial risk in offering new fund products, which require substantial investment to launch, may not succeed, and generally must be priced to compete with larger, more established funds resulting in lack of profitability to the Adviser until a new fund achieves scale. In light of the substantial differences in services rendered by the Adviser to institutional, offshore fund and sub-advised fund clients as compared to the Funds, and the different risk profile, the Directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

In connection with their review of each Fund’s management fee, the Directors also considered the total expense ratio of the Fund in comparison to the medians for a peer group and a peer universe selected by the 15(c) provider. The Directors also considered the Adviser’s expense caps for certain Funds. The Directors view expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to a Fund by others.

The Board’s consideration of the Proposed Agreement was informed by their most recent approval of the Current Agreement, and, in the case of certain Funds, their discussion with the Adviser of the reasons for those Funds’ expense ratios in certain periods. On the basis of this review, the Directors concluded that each Fund’s expense ratio was acceptable.

Economies of Scale

The Directors noted that the management fee schedules for certain Funds do not contain breakpoints and that they had discussed their strong preference for breakpoints in advisory contracts with the Adviser. The Directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the Funds, and presentations from time to time by the Adviser concerning certain of its views on economies of scale. The Directors also had requested and received from the Adviser certain updates on economies of scale in advance of the Board meeting. The Directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The Directors noted that there is no established methodology for setting breakpoints that

 

45


 
DYNAMIC ASSET ALLOCATION PORTFOLIO
(continued)   AB Variable Products Series Fund

 

give effect to the fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The Directors observed that in the mutual fund industry as a whole, as well as among funds similar to each Fund, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The Directors also noted that the advisory agreements for many funds do not have breakpoints at all.

The Directors informed the Adviser that they would monitor the asset levels of the Funds without breakpoints and their profitability to the Adviser and anticipated revisiting the question of breakpoints in the future if circumstances warrant doing so.

Interim Advisory Agreement

In approving the Interim Advisory Agreement, the Board with the assistance of independent counsel, considered similar factors to those considered in approving the Proposed Agreement. The Interim Advisory Agreement approved by the Board is identical to the Proposed Agreement, as well as the Current Agreement, in all material respects except for its proposed effective and termination dates and pro-visions intended to comply with the requirements of the relevant SEC rule, such as provisions requiring escrow of advisory fees. Under the Interim Advisory Agreement, the Adviser would continue to manage a Fund until a new advisory agreement was approved by stockholders or until the end of the 150-day period after termination of the Current Agreement, whichever would occur earlier. All fees earned by the Adviser under the Interim Advisory Agreement would be held in escrow pending stockholder approval of the Proposed Agreement. Upon approval of a new advisory agreement by stockholders, the escrowed management fees would be paid to the Adviser, and the Interim Advisory Agreement would terminate.

Information Regarding the Review and Approval of the Fund’s Current Advisory Agreement

The disinterested directors (the “directors”) of AB Variable Products Series Fund, Inc. (the “Company”) unanimously approved the continuance of the Company’s Advisory Agreement with the Adviser in respect of AB Dynamic Asset Allocation Portfolio (the “Fund”) at a meeting held in-person on November 4-6, 2025 (the “Meeting”).

Prior to approval of the continuance of the Advisory Agreement, the directors had requested from the Adviser, and received and evaluated, extensive materials. They reviewed the proposed continuance of the Advisory Agreement with the Adviser and with experienced counsel who are independent of the Adviser, who advised on the relevant legal standards. The directors also reviewed additional materials, including comparative analytical data prepared by the Senior Vice President of the Fund. The directors also discussed the proposed continuance in private sessions with counsel.

The directors considered their knowledge of the nature and quality of the services provided by the Adviser to the Fund gained from their experience as directors or trustees of most of the registered investment companies advised by the Adviser, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the directors and its responsiveness, frankness and attention to concerns raised by the directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the AB Funds. The directors noted that they have four regular meetings each year, at each of which they review extensive materials and information from the Adviser, including information on the investment performance of the Fund and the underlying funds advised by the Adviser in which the Fund invests a portion of its assets.

The directors also considered all factors they believed relevant, including the specific matters discussed below. During the course of their deliberations, the directors evaluated, among other things, the reasonableness of the advisory fee. The directors did not identify any particular information that was all-important or controlling, and different directors may have attributed different weights to the various factors. The directors determined that the selection of the Adviser to manage the Fund and the overall arrangements between the Fund and the Adviser, as provided in the Advisory Agreement, including the advisory fee, were fair and reasonable in light of the services performed, expenses incurred and such other matters as the directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the directors’ determinations included the following:

Nature, Extent and Quality of Services Provided

The directors considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Fund. The directors noted that the Adviser from time to time reviews the Fund’s investment strategies and from

 

46


 
  AB Variable Products Series Fund

 

time to time proposes changes intended to improve the Fund’s relative or absolute performance for the directors’ consideration. They also noted the professional experience and qualifications of the Fund’s portfolio management team and other senior personnel of the Adviser. The directors also considered that the Advisory Agreement provides that the Fund will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services to the Fund by employees of the Adviser or its affiliates. Requests for these reimbursements are made on a quarterly basis and subject to approval by the directors. Reimbursements, to the extent requested and paid, result in a higher rate of total compensation from the Fund to the Adviser than the fee rate stated in the Advisory Agreement. The directors noted that the methodology used to determine the reimbursement amounts had been reviewed by an independent consultant at the request of the directors. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Fund’s other service providers, also was considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Fund under the Advisory Agreement.

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of the Fund to the Adviser for calendar years 2023 and 2024 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant at the request of the directors. The directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Fund, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Fund. The directors recognized that it is difficult to make comparisons of the profitability of the Advisory Agreement with the profitability of fund advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability of the Adviser’s relationship with the Fund before taxes and distribution expenses. The directors concluded that the Adviser’s level of profitability from its relationship with the Fund was not unreasonable.

Fall-Out Benefits

The directors considered the other benefits to the Adviser and its affiliates from their relationships with the Fund and the money market fund advised by the Adviser in which the Fund invests, including, but not limited to, benefits relating to soft dollar arrangements (whereby investment advisers receive brokerage and research services from brokers that execute agency transactions for their clients); 12b-1 fees and sales charges received by the Fund’s principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of the Fund’s Class B shares; brokerage commissions paid by the Fund to brokers affiliated with the Adviser; and transfer agency fees paid by the Fund to a wholly owned subsidiary of the Adviser. The directors recognized that the Adviser’s profitability would be somewhat lower without these benefits. The directors understood that the Adviser also might derive reputational and other benefits from its association with the Fund.

Investment Results

In addition to the information reviewed by the directors in connection with the Meeting, the directors receive detailed performance information for the Fund at each regular Board meeting during the year.

At the Meeting, the directors reviewed performance information prepared by an independent service provider (the “15(c) service provider”), showing the performance of the Class A shares of the Fund against a group of similar funds (“peer group”) and a larger group of similar funds (“peer universe”), each selected by the 15(c) service provider, and information prepared by the Adviser showing performance of the Class A shares against a broad-based securities market index, in each case for the 1-, 3-, 5- and 10-year periods July 31, 2025 and (in the case of comparisons with the broad-based securities market index) for the period from inception. Based on their review and their discussion with the Adviser of the reasons for the Fund’s underperformance in the periods reviewed, the directors determined to continue to monitor the Fund’s performance closely.

Advisory Fees and Other Expenses

The directors considered the advisory fee rate payable by the Fund to the Adviser and information prepared by the 15(c) service provider concerning advisory fee rates payable by other funds in the same category as the Fund. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees payable by other funds. The directors compared the Fund’s contractual advisory fee rate with a peer

 

47


 
DYNAMIC ASSET ALLOCATION PORTFOLIO
(continued)   AB Variable Products Series Fund

 

group median and noted that it was equal to the median. They also noted that the Adviser’s total rate of compensation, taking into account the impact of the administrative expense reimbursement paid to the Adviser in the latest fiscal year, was above the median.

The directors also considered the Adviser’s fee schedule for other clients utilizing investment strategies similar to those of the Fund. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and in a report from the Fund’s Senior Vice President and noted the differences between the Fund’s fee schedule, on the one hand, and the Adviser’s institutional fee schedule and the schedule of fees charged by the Adviser to any offshore funds and for services to any sub-advised funds utilizing investment strategies similar to the those of Fund, on the other. The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements.

The Adviser reviewed with the directors the significantly greater scope of the services it provides to the Fund relative to institutional, offshore fund and sub-advised fund clients. In this regard, the Adviser noted, among other things, that, compared to institutional and offshore or sub-advisory accounts, the Fund (i) demands considerably more portfolio management, research and trading resources due to significantly higher daily cash flows; (ii) has more tax and regulatory restrictions and compliance obligations; (iii) must prepare and file or distribute regulatory and other communications about fund operations; and (iv) must provide shareholder servicing to retail investors. The Adviser also reviewed the greater legal risks presented by the large and changing population of Fund shareholders who may assert claims against the Adviser in individual or class actions, and the greater entrepreneurial risk in offering new fund products, which require substantial investment to launch, may not succeed, and generally must be priced to compete with larger, more established funds resulting in lack of profitability to the Adviser until a new fund achieves scale. In light of the substantial differences in services rendered by the Adviser to institutional, offshore fund and sub-advised fund clients as compared to the Fund, and the different risk profile, the directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

In connection with their review of the Fund’s advisory fee, the directors also considered the total expense ratio of the Class A shares of the Fund in comparison to the medians for a peer group and a peer universe selected by the 15(c) service provider. The Class A expense ratio of the Fund was based on the Fund’s latest fiscal year and reflected the impact of the Adviser’s expense cap for the Fund. The directors noted that it was likely that the expense ratios of some of the other funds in the Fund’s category were lowered by waivers or reimbursements by those funds’ investment advisers, which in some cases might be voluntary or temporary. The directors view expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to the Fund by others. The directors noted that the Fund’s expense ratio was above the medians. After reviewing and discussing the Adviser’s explanations of the reasons for this, the directors concluded that the Fund’s expense ratio was acceptable.

Economies of Scale

The directors noted that the advisory fee schedule for the Fund does not contain breakpoints and that they had previously discussed their strong preference for breakpoints in advisory contracts with the Adviser. The directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the AB Funds, and presentations from time to time by the Adviser concerning certain of its views on economies of scale. The directors also had requested and received from the Adviser certain updates on economies of scale in advance of the Meeting. The directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The directors noted that there is no established methodology for setting breakpoints that give effect to the fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The directors observed that in the mutual fund industry as a whole, as well as among funds similar to the Fund, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The directors also noted that the advisory agreements for many funds do not have breakpoints at all. The directors informed the Adviser that they would monitor the Fund’s asset level (which was well below the level at which they would anticipate adding an initial breakpoint) and its profitability to the Adviser and anticipated revisiting the question of breakpoints in the future if circumstances warranted doing so.

 

48


VPS-DAA-0152-0626


JUN 06.30.26

 

LOGO

 

SEMI-ANNUAL FINANCIAL STATEMENTS AND ADDITIONAL INFORMATION

AB VARIABLE PRODUCTS SERIES FUND, INC.

 

+  

AB DISCOVERY VALUE PORTFOLIO

 

 

 


 

 

 

Investment Products Offered

 

   

Are Not FDIC Insured

   

May Lose Value

   

Are Not Bank Guaranteed

AllianceBernstein Investments, Inc. (ABI) is the distributor of the AB family of mutual funds. ABI is a member of FINRA and is an affiliate of AllianceBernstein L.P., the Adviser of the funds.

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AB’s website at www.abfunds.com or go to the Securities and Exchange Commission’s (the “Commission”) website at www.sec.gov, or call AB at (800) 227 4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The Fund’s Form N-PORT reports are available on the Commission’s website at www.sec.gov.

The [A/B] logo and AllianceBernstein® are registered trademarks used by permission of the owner, AllianceBernstein L.P.


DISCOVERY VALUE PORTFOLIO  
PORTFOLIO OF INVESTMENTS  
June 30, 2026 (unaudited)   AB Variable Products Series Fund

 




Company
  Shares     U.S. $ Value  
                                  

COMMON STOCKS–99.3%

   

INDUSTRIALS–23.3%

   

AIR FREIGHT & LOGISTICS–2.4%

   

CH Robinson Worldwide, Inc.

    56,132     $ 10,571,901  

GXO Logistics, Inc.(a)

    155,820       7,900,074  
   

 

 

 
      18,471,975  
   

 

 

 

BUILDING PRODUCTS–0.9%

   

Gibraltar Industries, Inc.(a)

    154,879       6,985,043  
   

 

 

 

CONSTRUCTION & ENGINEERING–1.8%

   

Cardinal Infrastructure Group, Inc.–Class A(a)(b)

    40,827       3,845,904  

WillScot Holdings Corp.(b)

    355,293       10,253,756  
   

 

 

 
      14,099,660  
   

 

 

 

ELECTRICAL EQUIPMENT–1.6%

   

Regal Rexnord Corp.

    50,254       11,970,000  
   

 

 

 

GROUND TRANSPORTATION–1.4%

   

ArcBest Corp.

    10,632       1,526,117  

Knight-Swift Transportation Holdings, Inc.

    122,917       9,571,547  
   

 

 

 
      11,097,664  
   

 

 

 

MACHINERY–6.3%

   

CNH Industrial NV(b)

    503,201       5,650,947  

JBT Marel Corp.(b)

    64,857       9,404,265  

Oshkosh Corp.

    65,251       10,014,724  

Pentair PLC

    81,688       6,262,202  

Tennant Co.(b)

    85,216       7,459,809  

Terex Corp.

    131,077       9,488,664  
   

 

 

 
      48,280,611  
   

 

 

 

MARINE TRANSPORTATION–1.1%

   

Kirby Corp.(a)

    59,367       8,072,131  
   

 

 

 

PASSENGER AIRLINES–0.6%

   

Alaska Air Group, Inc.(a)

    89,986       4,697,269  
   

 

 

 

PROFESSIONAL SERVICES–4.5%

   

CACI International, Inc.–Class A(a)

    15,531       7,194,891  

First Advantage Corp.(a)(b)

    539,431       9,736,730  

ICF International, Inc.

    94,012       6,849,714  

KBR, Inc.

    84,147       2,905,596  

Robert Half, Inc.(b)

    260,615       8,000,880  
   

 

 

 
      34,687,811  
   

 

 

 

TRADING COMPANIES & DISTRIBUTORS–2.7%

   

Boise Cascade Co.

    85,923       6,670,203  

Core & Main, Inc.–Class A(a)

    130,329       6,288,374  

GATX Corp.

    45,502       8,062,499  
   

 

 

 
      21,021,076  
   

 

 

 
      179,383,240  
   

 

 

 
                 

FINANCIALS–16.5%

   

BANKS–8.8%

   

First BanCorp/Puerto Rico

    342,447     8,927,593  

First Citizens BancShares, Inc./NC–Class A

    4,548       9,463,433  

Flagstar Bank NA(b)

    536,235       8,011,351  

Independent Bank Corp.(b)

    66,885       5,599,612  

Texas Capital Bancshares, Inc.

    75,363       7,781,983  

UMB Financial Corp.

    79,553       11,356,986  

WaFd, Inc.

    248,254       9,525,506  

Wintrust Financial Corp.

    41,791       6,716,650  
   

 

 

 
      67,383,114  
   

 

 

 

CAPITAL MARKETS–2.6%

   

Invesco Ltd.

    283,542       7,482,673  

PJT Partners, Inc.–Class A(b)

    42,090       6,353,065  

Stifel Financial Corp.

    91,148       6,359,396  
   

 

 

 
      20,195,134  
   

 

 

 

FINANCIAL SERVICES–2.0%

   

HA Sustainable Infrastructure Capital, Inc.(b)

    249,948       9,760,469  

Voya Financial, Inc.

    13,448       1,217,448  

Walker & Dunlop, Inc.

    82,383       4,506,350  
   

 

 

 
      15,484,267  
   

 

 

 

INSURANCE–3.1%

   

Everest Group Ltd.

    31,011       11,078,060  

Hanover Insurance Group, Inc. (The)

    58,621       12,551,928  
   

 

 

 
      23,629,988  
   

 

 

 
      126,692,503  
   

 

 

 

INFORMATION TECHNOLOGY–12.8%

   

COMMUNICATIONS EQUIPMENT–2.3%

   

Calix, Inc.(a)

    167,069       6,235,015  

F5, Inc.(a)

    28,388       11,808,272  
   

 

 

 
      18,043,287  
   

 

 

 

ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS–4.8%

   

Crane NXT Co.(b)

    180,880       9,253,821  

Plexus Corp.(a)

    36,253       10,900,190  

TD SYNNEX Corp.

    38,104       10,186,723  

Zebra Technologies Corp.–Class A(a)

    24,854       6,543,064  
   

 

 

 
      36,883,798  
   

 

 

 

IT SERVICES–0.4%

   

Globant SA(a)(b)

    97,540       2,822,808  
   

 

 

 

SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–1.9%

   

FormFactor, Inc.(a)

    46,909       7,502,156  

Universal Display Corp.

    79,854       6,914,558  
   

 

 

 
      14,416,714  
   

 

 

 

 

1


DISCOVERY VALUE PORTFOLIO  
PORTFOLIO OF INVESTMENTS  
(continued)   AB Variable Products Series Fund

 




Company
  Shares     U.S. $ Value  
                 

SOFTWARE–3.4%

   

ACI Worldwide, Inc.(a)

    162,351     $ 8,164,632  

Commvault Systems, Inc.(a)

    57,030       8,082,862  

Dynatrace, Inc.(a)

    143,917       6,319,395  

Nice Ltd. (Sponsored ADR)(a)(b)

    40,580       3,686,693  
   

 

 

 
      26,253,582  
   

 

 

 
      98,420,189  
   

 

 

 

CONSUMER DISCRETIONARY–11.7%

   

AUTOMOBILE COMPONENTS–2.9%

   

BorgWarner, Inc.

    187,802       12,470,053  

Versigent PLC(a)

    226,996       9,536,102  
   

 

 

 
      22,006,155  
   

 

 

 

DISTRIBUTORS–0.8%

   

Pool Corp.

    26,579       5,711,827  
   

 

 

 

DIVERSIFIED CONSUMER SERVICES–3.0%

   

ADT, Inc.

    1,082,507       7,036,295  

Frontdoor, Inc.(a)

    133,600       10,366,024  

Laureate Education, Inc.(a)

    156,349       5,678,596  
   

 

 

 
      23,080,915  
   

 

 

 

HOTELS, RESTAURANTS & LEISURE–1.7%

   

Hyatt Hotels Corp.–Class A(b)

    35,056       6,795,255  

Norwegian Cruise Line Holdings Ltd.(a)

    289,276       6,106,617  
   

 

 

 
      12,901,872  
   

 

 

 

HOUSEHOLD DURABLES–0.4%

   

Taylor Morrison Home Corp.(a)

    46,138       3,309,940  
   

 

 

 

LEISURE PRODUCTS–2.0%

   

Brunswick Corp./DE

    73,849       6,221,040  

Hasbro, Inc.

    110,123       9,095,058  
   

 

 

 
      15,316,098  
   

 

 

 

SPECIALTY RETAIL–0.9%

   

Bath & Body Works, Inc.

    311,248       7,199,166  
   

 

 

 
      89,525,973  
   

 

 

 

HEALTH CARE–9.3%

   

HEALTH CARE EQUIPMENT & SUPPLIES–3.8%

   

Envista Holdings Corp.(a)

    357,745       9,426,581  

Globus Medical, Inc.–Class A(a)

    131,725       10,407,592  

Integer Holdings Corp.(a)(b)

    52,865       4,940,234  

STERIS PLC

    21,983       4,628,961  
   

 

 

 
      29,403,368  
   

 

 

 
                 

HEALTH CARE PROVIDERS & SERVICES–3.3%

   

BrightSpring Health Services, Inc.(a)

    117,923     8,223,950  

Encompass Health Corp.

    61,534       6,219,857  

Tenet Healthcare Corp.(a)

    59,270       11,088,231  
   

 

 

 
      25,532,038  
   

 

 

 

LIFE SCIENCES TOOLS & SERVICES–2.2%

   

Bio-Techne Corp.(b)

    112,764       7,966,776  

ICON PLC(a)

    49,411       8,583,185  
   

 

 

 
      16,549,961  
   

 

 

 
      71,485,367  
   

 

 

 

REAL ESTATE–6.9%

   

DIVERSIFIED REITS–0.6%

   

Broadstone Net Lease, Inc.

    211,611       4,373,999  
   

 

 

 

HEALTH CARE REITS–0.5%

   

American Healthcare REIT, Inc.

    71,630       3,735,505  
   

 

 

 

HOTEL & RESORT REITS–0.7%

   

Ryman Hospitality Properties, Inc.

    39,130       5,030,162  
   

 

 

 

INDUSTRIAL REITS–0.8%

   

STAG Industrial, Inc.

    165,076       6,282,793  
   

 

 

 

OFFICE REITS–1.2%

   

COPT Defense Properties

    243,492       8,860,674  
   

 

 

 

REAL ESTATE MANAGEMENT & DEVELOPMENT–1.2%

   

Jones Lang LaSalle, Inc.(a)

    30,638       9,496,248  
   

 

 

 

RESIDENTIAL REITS–0.8%

   

Independence Realty Trust, Inc.

    389,070       6,493,578  
   

 

 

 

RETAIL REITS–0.7%

   

Brixmor Property Group, Inc.

    160,363       5,056,245  
   

 

 

 

SPECIALIZED REITS–0.4%

   

CubeSmart

    86,990       3,459,592  
   

 

 

 
      52,788,796  
   

 

 

 

MATERIALS–6.5%

   

CHEMICALS–3.3%

   

Avient Corp.

    233,774       8,640,287  

Element Solutions, Inc.

    164,205       7,840,789  

RPM International, Inc.

    77,942       8,663,253  
   

 

 

 
      25,144,329  
   

 

 

 

CONSTRUCTION MATERIALS–0.8%

   

Eagle Materials, Inc.

    28,518       6,416,550  
   

 

 

 

CONTAINERS & PACKAGING–0.8%

   

O-I Glass, Inc.(a)

    642,154       6,183,943  
   

 

 

 

 

2


    AB Variable Products Series Fund

 




Company
  Shares     U.S. $ Value  
                 

METALS & MINING–1.6%

   

Reliance, Inc.

    33,356     $ 12,461,802  
   

 

 

 
      50,206,624  
   

 

 

 

CONSUMER STAPLES–5.7%

   

CONSUMER STAPLES DISTRIBUTION & RETAIL–5.0%

   

BJ’s Wholesale Club Holdings, Inc.(a)(b)

    86,943       7,583,168  

Dollar Tree, Inc.(a)(b)

    78,305       9,470,990  

Sprouts Farmers Market, Inc.(a)

    97,017       8,205,698  

US Foods Holding Corp.(a)

    126,844       12,969,799  
   

 

 

 
      38,229,655  
   

 

 

 

HOUSEHOLD PRODUCTS–0.7%

   

WD-40 Co.

    22,463       5,472,885  
   

 

 

 
      43,702,540  
   

 

 

 

UTILITIES–3.5%

   

ELECTRIC UTILITIES–1.5%

   

IDACORP, Inc.

    76,697       11,604,256  
   

 

 

 

GAS UTILITIES–1.6%

   

Chesapeake Utilities Corp.

    43,333       5,307,426  

ONE Gas, Inc.

    85,326       6,576,075  
   

 

 

 
      11,883,501  
   

 

 

 

INDEPENDENT POWER AND RENEWABLE ELECTRICITY PRODUCERS–0.4%

   

Fervo Energy Co.–Class A(a)

    106,629       3,116,766  
   

 

 

 
      26,604,523  
   

 

 

 

ENERGY–3.1%

   

ENERGY EQUIPMENT & SERVICES–1.4%

   

TechnipFMC PLC

    166,487       11,038,088  
   

 

 

 

OIL, GAS & CONSUMABLE FUELS–1.7%

   

Magnolia Oil & Gas Corp.–Class A

    245,176       6,271,602  

Matador Resources Co.(b)

    131,639       6,552,990  
   

 

 

 
      12,824,592  
   

 

 

 
      23,862,680  
   

 

 

 

Total Common Stocks
(cost $629,370,006)

      762,672,435  
   

 

 

 
                 

SHORT-TERM INVESTMENTS–1.3%

   

INVESTMENT COMPANIES–1.3%

   

AB Fixed Income Shares, Inc.–Government Money Market Portfolio–Class AB, 3.48%(c)(d)(e)
(cost $9,870,588)

    9,870,588     9,870,588  
   

 

 

 

TOTAL INVESTMENTS BEFORE SECURITY LENDING COLLATERAL FOR SECURITIES LOANED–100.6%
(cost $639,240,594)

      772,543,023  
   

 

 

 

INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED–0.6%

   

INVESTMENT COMPANIES–0.6%

   

AB Fixed Income Shares, Inc.–Government Money Market Portfolio–Class AB, 3.48%(c)(d)(e)
(cost $4,712,555)

    4,712,555       4,712,555  
   

 

 

 

TOTAL INVESTMENTS–101.2%
(cost $643,953,149)

      777,255,578  

Other assets less liabilities–(1.2)%

      (8,849,365
   

 

 

 

Net Assets–100.0%

    $ 768,406,213  
   

 

 

 

 

 
(a)   Non-income producing security.

 

(b)   Represents entire or partial securities out on loan. See Note E for securities lending information.

 

(c)   The rate shown represents the 7-day yield as of period end.

 

(d)   Affiliated investments.

 

(e)   To obtain a copy of the fund’s shareholder report, please go to the Securities and Exchange Commission’s website at www.sec.gov. Additionally, shareholder reports for AB funds can be obtained by calling AB at (800) 227-4618.

Glossary:

ADR—American Depositary Receipt

REIT—Real Estate Investment Trust

See notes to financial statements.

 

3


DISCOVERY VALUE PORTFOLIO  
STATEMENT OF ASSETS & LIABILITIES  
June 30, 2026 (unaudited)   AB Variable Products Series Fund

 

ASSETS

 

Investments in securities, at value

  

Unaffiliated issuers (cost $629,370,006)

   $ 762,672,435 (a) 

Affiliated issuers (cost $14,583,143—including investment of cash collateral for securities loaned of $4,712,555)

     14,583,143  

Cash

     46  

Receivable for investment securities sold

     1,178,185  

Unaffiliated dividends receivable

     661,860  

Affiliated dividends receivable

     21,433  

Receivable for capital stock sold

     3,514  

Receivable due from Adviser

     1,717  
  

 

 

 

Total assets

     779,122,333  
  

 

 

 

LIABILITIES

 

Payable for collateral received on securities loaned

     4,712,555  

Payable for investment securities purchased

     4,301,241  

Payable for capital stock redeemed

     1,016,755  

Advisory fee payable

     460,625  

Distribution fee payable

     88,555  

Administrative fee payable

     54,731  

Transfer Agent fee payable

     118  

Accrued expenses

     81,540  
  

 

 

 

Total liabilities

     10,716,120  
  

 

 

 

NET ASSETS

   $ 768,406,213  
  

 

 

 

COMPOSITION OF NET ASSETS

 

Capital stock, at par

   $ 39,157  

Additional paid-in capital

     538,592,549  

Distributable earnings

     229,774,507  
  

 

 

 

NET ASSETS

   $ 768,406,213  
  

 

 

 

Net Asset Value Per Share—1 billion shares of capital stock authorized, $.001 par value

 

Class      Net Assets        Shares
Outstanding
       Net Asset
Value
 
A      $  326,135,127          16,435,490        $  19.84  
B      $ 442,271,086          22,721,688        $ 19.46  

 

 

 

(a)   Includes securities on loan with a value of $101,375,257 (see Note E).

See notes to financial statements.

 

4


DISCOVERY VALUE PORTFOLIO  
STATEMENT OF OPERATIONS  
Six Months Ended June 30, 2026 (unaudited)   AB Variable Products Series Fund

 

INVESTMENT INCOME

  

Dividends

  

Unaffiliated issuers (net of foreign taxes withheld of $9,490)

   $ 5,159,328  

Affiliated issuers

     95,490  

Interest

     570  

Securities lending income, net

     75,711  
  

 

 

 
   $ 5,331,099  
  

 

 

 

EXPENSES

  

Advisory fee (see Note B)

     2,693,155  

Distribution fee—Class B

     523,061  

Transfer agency—Class A

     1,500  

Transfer agency—Class B

     2,093  

Administrative

     51,001  

Custody and accounting

     43,341  

Legal

     35,688  

Printing

     22,957  

Audit and tax

     22,814  

Directors’ fees

     11,740  

Miscellaneous

     10,205  
  

 

 

 

Total expenses

     3,417,555  

Less: expenses waived and reimbursed by the Adviser (see Notes B & E)

     (7,371
  

 

 

 

Net expenses

     3,410,184  
  

 

 

 

Net investment income

     1,920,915  
  

 

 

 

REALIZED AND UNREALIZED GAIN ON INVESTMENT TRANSACTIONS

  

Net realized gain on investment transactions

     59,863,139  

Net change in unrealized appreciation (depreciation) of investments

     67,817,546  
  

 

 

 

Net gain on investment transactions

     127,680,685  
  

 

 

 

NET INCREASE IN NET ASSETS FROM OPERATIONS

   $ 129,601,600  
  

 

 

 

 

 

See notes to financial statements.

 

5


 
DISCOVERY VALUE PORTFOLIO  
STATEMENT OF CHANGES IN NET ASSETS   AB Variable Products Series Fund

 

     Six Months Ended
June 30, 2026
(unaudited)
    Year Ended
December 31,
2025
 

INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS

    

Net investment income

   $ 1,920,915     $ 4,870,656  

Net realized gain on investment transactions

     59,863,139       32,700,171  

Net change in unrealized appreciation (depreciation) of investments

     67,817,546       (18,749,102
  

 

 

   

 

 

 

Net increase in net assets from operations

     129,601,600       18,821,725  

Distributions to Shareholders

    

Class A

     –0 –      (32,524,477

Class B

     –0 –      (48,010,858

CAPITAL STOCK TRANSACTIONS

    

Net increase (decrease)

     (47,435,847     50,925,401  
  

 

 

   

 

 

 

Total increase (decrease)

     82,165,753       (10,788,209

NET ASSETS

    

Beginning of period

     686,240,460       697,028,669  
  

 

 

   

 

 

 

End of period

   $ 768,406,213     $ 686,240,460  
  

 

 

   

 

 

 

 

 

See notes to financial statements.

 

6


DISCOVERY VALUE PORTFOLIO  
NOTES TO FINANCIAL STATEMENTS  
June 30, 2026 (unaudited)   AB Variable Products Series Fund

 

NOTE A: Significant Accounting Policies

The AB Discovery Value Portfolio (the “Portfolio”) is a series of AB Variable Products Series Fund, Inc. (the “Fund”). The Portfolio’s investment objective is long-term growth of capital. The Portfolio is diversified as defined under the Investment Company Act of 1940 (the “1940 Act”). The Fund was incorporated in the State of Maryland as an open-end series investment company. The Fund offers eight separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

The Portfolio offers and sells its shares only to separate accounts of certain life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Sales are made without a sales charge at the Portfolio’s net asset value per share.

The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”), which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The Portfolio is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Portfolio securities are valued 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 and under the oversight of the Fund’s Board of Directors (the “Board”). Pursuant to these procedures, AllianceBernstein L.P. (the “Adviser”) serves as the Portfolio’s valuation designee pursuant to Rule 2a-5 of the 1940 Act. In this capacity, the Adviser is responsible, among other things, for making all fair value determinations relating to the Portfolio’s portfolio investments, subject to the Board’s oversight.

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed options are generally valued using market-based inputs, such as last traded prices, closing bid and ask prices, or settlement prices, as applicable; over-the-counter (“OTC”) options, including flexible exchange-traded options (“Flex Options”), are typically valued at transaction price on the trade date and thereafter valued using models that consider the terms of the option and/or relevant market inputs, as applicable; open futures are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. Government securities and any other debt instruments having 60 days or less remaining until maturity are generally valued at market by an independent pricing vendor, if a market price is available. If a market price is not available, the securities are valued at amortized cost. This methodology is commonly used for short-term securities that have an original maturity of 60 days or less, as well as short-term securities that had an original term to maturity that exceeded 60 days. In instances when amortized cost is utilized, the Valuation Committee (the “Committee”) must reasonably conclude that the utilization of amortized cost is approximately the same as the fair value of the security. Factors the Committee will consider include, but are not limited to, an impairment of the creditworthiness of the issuer or material changes in interest rates. Fixed-income securities, including mortgage-backed and asset-backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker-dealers. In cases where broker-dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Open-end mutual funds are valued at the closing net asset value per share, while exchange-traded funds are valued at the closing market price per share.

 

7


DISCOVERY VALUE PORTFOLIO  
NOTES TO FINANCIAL STATEMENTS  
(continued)   AB Variable Products Series Fund

 

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value as deemed appropriate by the Adviser. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Portfolio may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Portfolio values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. To account for this, the Portfolio generally values many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability (including those valued based on their market values as described in Note A.1 above). Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Portfolio. Unobservable inputs reflect the Portfolio’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

 

   

Level 1—quoted prices in active markets for identical investments

   

Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

   

Level 3—significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

Where readily available market prices or relevant bid prices are not available for certain equity investments, such investments may be valued based on similar publicly traded investments, movements in relevant indices since last available prices or based upon underlying company fundamentals and comparable company data (such as multiples to earnings or other multiples to equity). Where an investment is valued using an observable input, such as another publicly traded security, the investment will be classified as Level 2. If management determines that an adjustment is appropriate based on restrictions on resale, illiquidity or uncertainty, and such adjustment is a significant component of the valuation, the investment will be classified as Level 3. An investment will also be classified as Level 3 where management uses company fundamentals and other significant inputs to determine the valuation.

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of June 30, 2026:

 

       Level 1      Level 2      Level 3      Total  

Investments in Securities:

             

Assets:

             

Common Stocks(a)

     $ 762,672,435      $ –0 –     $ –0 –     $ 762,672,435  

Short-Term Investments

       9,870,588        –0 –       –0 –       9,870,588  

Investments of Cash Collateral for Securities Loaned in Affiliated Money Market Fund

       4,712,555        –0 –       –0 –       4,712,555  
    

 

 

    

 

 

    

 

 

    

 

 

 

Total Investments in Securities

       777,255,578        –0 –       –0 –       777,255,578  

Other Financial Instruments(b)

       –0 –       –0 –       –0 –       –0 – 
    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     $ 777,255,578      $    –0 –     $    –0 –     $ 777,255,578  
    

 

 

    

 

 

    

 

 

    

 

 

 

 

(a)   See Portfolio of Investments for sector classifications.

 

(b)   Other financial instruments include derivative instruments, such as futures, forwards and swaps. Derivative instruments are valued at the unrealized appreciation (depreciation) on the instrument. Other financial instruments may also include swaps with upfront premiums, written options and written swaptions which are valued at market value.

 

8


    AB Variable Products Series Fund

 

3. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and ask prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Portfolio’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of foreign currency denominated assets and liabilities.

4. Taxes

It is the Portfolio’s policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Portfolio’s tax positions taken or expected to be taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

5. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Portfolio is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date the securities are purchased or sold. Investment gains or losses are determined on the identified cost basis. Non-cash dividends, if any, are recorded on the ex-dividend date at the fair value of the securities received. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income. The Portfolio accounts for distributions received from real estate investment trust (“REIT”) investments or from regulated investment companies as dividend income, realized gain, or return of capital based on information provided by the REIT or the investment company.

6. Class Allocations

All income earned and expenses incurred by the Portfolio are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Portfolio represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged proportionately to each portfolio or based on other appropriate methods. Realized and unrealized gains and losses are allocated among the various share classes based on respective net assets.

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. GAAP. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

8. Cash and Short-Term Investments

Cash and short-term investments include cash on hand and short-term investments with maturities of less than one year when purchased.

9. Segment Information

The Portfolio represents a single operating segment. An operating segment is defined in U.S. GAAP as a component of a public entity that engages in business activities from which it may recognize revenues and incur expenses, has operating

 

9


DISCOVERY VALUE PORTFOLIO  
NOTES TO FINANCIAL STATEMENTS  
(continued)   AB Variable Products Series Fund

 

results that are regularly reviewed by the public entity’s chief operating decision maker (“CODM”) to make decisions about resources to be allocated to the segment and assess its performance, and has discrete financial information available. The Portfolio’s President is the CODM. The CODM monitors the operating results of the Portfolio as a whole and the pre-determined Portfolio’s long term investment strategy, which is executed by the portfolio management group. The qualitative and quantitative information contained within the financial statements is used by the CODM to assess the segment’s performance versus the Portfolio’s comparative benchmark and to make resource allocation decisions. Segment assets are reflected on the statement of assets and liabilities and segment expenses are listed on the statement of operations.

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .75% of the first $2.5 billion, .65% of the next $2.5 billion and .60% in excess of $5 billion, of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly. The Adviser has agreed to waive its fees and bear certain expenses to the extent necessary to limit total operating expenses on an annual basis (the “Expense Caps”) to 1.20% and 1.45% of daily average net assets for Class A and Class B shares, respectively. For the six months ended June 30, 2026, there were no expenses waived by the Adviser.

On March 26, 2026, Equitable Holdings, Inc. (“Equitable”), the owner of the Adviser, entered into an Agreement and Plan of Merger (“Merger Agreement”), by and among Equitable, Corebridge Financial, Inc. (“Corebridge”) and various Corebridge subsidiaries. Equitable and Corebridge have agreed, subject to the terms and conditions of the Merger Agreement, to effect an all-stock merger transaction to combine their respective businesses into a newly-formed company (the “Transaction”). The closing of the Transaction may be deemed an “assignment” of the investment advisory agreement between the Portfolio and the Adviser. In order to ensure that the existing investment advisory services could continue uninterrupted, at a meeting held on May 5-7, 2026, the Boards of Directors/Trustees (the “Boards”) of the funds managed by the Adviser (the “AB Funds”), including the Portfolio, approved new investment advisory agreements with the Adviser, in connection with the Transaction. The Boards also agreed to call and hold a joint meeting of shareholders on August 3, 2026, for shareholders of each AB Fund to approve the new investment advisory agreement with the Adviser that would be effective after the closing of the Transaction. At the August 3, 2026 shareholder meeting, shareholders of the Portfolio approved the new investment advisory agreement.

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the six months ended June 30, 2026, the reimbursement for such services amounted to $51,001.

The Portfolio compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation retained by ABIS amounted to $1,063 for the six months ended June 30, 2026.

The Portfolio may invest in AB Government Money Market Portfolio which has a contractual annual advisory fee rate of .20% of the portfolio’s average daily net assets and bears its own expenses. Effective September 1, 2023, the Adviser has contractually agreed to waive .05% of the advisory fee of AB Government Money Market Portfolio (resulting in a net advisory fee of .15%) until August 31, 2024. In connection with the investment by the Portfolio in AB Government Money Market Portfolio, the Adviser has contractually agreed to waive its advisory fee from the Portfolio in an amount equal to the Portfolio’s pro rata share of the effective advisory fee of AB Government Money Market Portfolio, as borne indirectly by the Portfolio as an acquired fund fee and expense. For the six months ended June 30, 2026, such waiver amounted to $5,502.

A summary of the Portfolio’s transactions in AB mutual funds for the six months ended June 30, 2026 is as follows:

 

Portfolio

   Market Value
12/31/25
(000)
     Purchases
at Cost
(000)
     Sales
Proceeds
(000)
     Market Value
6/30/26
(000)
     Dividend
Income
(000)
 

AB Government Money Market Portfolio

   $ 3,706      $ 119,512      $ 113,348      $ 9,870      $ 95  

AB Government Money Market Portfolio*

     1,790        40,183        37,260        4,713        5  
           

 

 

    

 

 

 

Total

            $ 14,583      $ 100  
           

 

 

    

 

 

 

 

*   Investments of cash collateral for securities lending transactions (see Note E).

 

10


    AB Variable Products Series Fund

 

NOTE C: Distribution Plan

The Portfolio has adopted a Distribution Plan (the “Plan”) for Class B shares pursuant to Rule 12b-1 under the 1940 Act. Under the Plan, the Portfolio pays distribution and servicing fees to AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, at an annual rate of up to .50% of the Portfolio’s average daily net assets attributable to Class B shares. The fees are accrued daily and paid monthly. The Board currently limits payments under the Plan to .25% of the Portfolio’s average daily net assets attributable to Class B shares. The Plan provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities.

The Portfolio is not obligated under the Plan to pay any distribution and servicing fees in excess of the amounts set forth above. The purpose of the payments to the Distributor under the Plan is to compensate the Distributor for its distribution services with respect to the sale of the Portfolio’s Class B shares. Since the Distributor’s compensation is not directly tied to its expenses, the amount of compensation received by it under the Plan during any year may be more or less than its actual expenses. For this reason, the Plan is characterized by the staff of the Securities and Exchange Commission as being of the “compensation” variety.

In the event that the Plan is terminated or not continued, no distribution or servicing fees (other than current amounts accrued but not yet paid) would be owed by the Portfolio to the Distributor.

The Plan also provides that the Adviser may use its own resources to finance the distribution of the Portfolio’s shares.

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2026 were as follows:

 

       Purchases      Sales  

Investment securities (excluding U.S. government securities)

     $ 252,053,836      $ 299,810,185  

U.S. government securities

       –0 –       –0 – 

The cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes. Accordingly, gross unrealized appreciation and unrealized depreciation are as follows:

 

Gross unrealized appreciation

   $ 163,929,825  

Gross unrealized depreciation

     (30,627,396
  

 

 

 

Net unrealized appreciation

   $ 133,302,429  
  

 

 

 

1. Derivative Financial Instruments

The Portfolio may use derivatives in an effort to earn income and enhance returns, to replace more traditional direct investments, to obtain exposure to otherwise inaccessible markets (collectively, “investment purposes”), or to hedge or adjust the risk profile of its portfolio.

The Portfolio did not engage in derivatives transactions for the six months ended June 30, 2026.

2. Currency Transactions

The Portfolio may invest in non-U.S. Dollar-denominated securities on a currency hedged or unhedged basis. The Portfolio may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and other options. The Portfolio may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Portfolio and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Portfolio may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

NOTE E: Securities Lending

The Portfolio may enter into securities lending transactions. Under the Portfolio’s securities lending program, all loans of securities will be collateralized continually by cash collateral and/or non-cash collateral. Non-cash collateral will include only securities issued or guaranteed by the U.S. government or its agencies or instrumentalities. If the Portfolio cannot sell or repledge any non-cash collateral, such collateral will not be reflected in the portfolio of investments. If a loan is collateralized

 

11


DISCOVERY VALUE PORTFOLIO  
NOTES TO FINANCIAL STATEMENTS  
(continued)   AB Variable Products Series Fund

 

by cash, the Portfolio will be compensated for the loan from a portion of the net return from the income earned on cash collateral after a rebate is paid to the borrower (in some cases, this rebate may be a “negative rebate” or fee paid by the borrower to the Portfolio in connection with the loan), and payments are made for fees of the securities lending agent and for certain other administrative expenses. If the Portfolio receives non-cash collateral, the Portfolio will receive a fee from the borrower generally equal to a negotiated percentage of the market value of the loaned securities. The Portfolio will have the right to call a loan and obtain the securities loaned at any time on notice to the borrower within the normal and customary settlement time for the securities. While the securities are on loan, the borrower is obligated to pay the Portfolio amounts equal to any dividend income or other distributions from the securities; however, these distributions will not be afforded the same preferential tax treatment as qualified dividends. The Portfolio will not be able to exercise voting rights with respect to any securities during the existence of a loan, but will have the right to regain ownership of loaned securities in order to exercise voting or other ownership rights. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent currently invests the cash collateral received in AB Government Money Market Portfolio, an eligible money market vehicle, in accordance with the investment restrictions of the Portfolio, and as approved by the Board. The collateral received on securities loaned is recorded as an asset as well as a corresponding liability in the statement of assets and liabilities. The collateral will be adjusted the next business day to maintain the required collateral amount. The amounts of securities lending income from the borrowers and AB Government Money Market Portfolio are reflected in the statement of operations. When the Portfolio earns net securities lending income from AB Government Money Market Portfolio, the income is inclusive of a rebate expense paid to the borrower. In connection with the cash collateral investment by the Portfolio in AB Government Money Market Portfolio, the Adviser has agreed to waive a portion of the Portfolio’s share of the advisory fees of AB Government Money Market Portfolio, as borne indirectly by the Portfolio as an acquired fund fee and expense. When the Portfolio lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. A principal risk of lending portfolio securities is that the borrower may fail to return the loaned securities upon termination of the loan and that the collateral will not be sufficient to replace the loaned securities. The lending agent has agreed to indemnify the Portfolio in the case of default of any securities borrower.

A summary of the Portfolio’s transactions surrounding securities lending for the six months ended June 30, 2026 is as follows:

 

                         AB Government Money 
Market Portfolio
 

Market Value of
Securities
on Loan*

   

Cash Collateral*

   

Market Value of
Non-Cash
Collateral*

   

Income from
Borrowers

   

Income
Earned

   

Advisory Fee
Waived

 
$ 101,375,257     $ 4,712,555     $ 99,558,428     $ 70,329     $ 5,382     $ 1,869  

 

*   As of June 30, 2026.

NOTE F: Capital Stock

Each class consists of 500,000,000 authorized shares. Transactions in capital shares for each class were as follows:

 

    SHARES           AMOUNT  
    Six Months Ended
June 30, 2026
(unaudited)
    Year Ended
December 31,
2025
          Six Months Ended
June 30, 2026
(unaudited)
    Year Ended
December 31,
2025
 

Class A

         

Shares sold

    380,204       1,573,695       $ 6,911,873     $ 26,944,196  

Shares issued in reinvestment of dividends and distributions

    –0 –      2,037,875         –0 –      32,524,478  

Shares redeemed

    (1,001,537     (1,368,207       (18,115,316     (23,542,270
 

 

 

   

 

 

     

 

 

   

 

 

 

Net increase (decrease)

    (621,333     2,243,363       $ (11,203,443   $ 35,926,404  
 

 

 

   

 

 

     

 

 

   

 

 

 

Class B

         

Shares sold

    493,887       1,348,577       $ 8,639,593     $ 22,845,221  

Shares issued on reinvestment of dividends and distributions

    –0 –      3,059,965         –0 –      48,010,857  

Shares redeemed

    (2,524,428     (3,274,643       (44,871,997     (55,857,081
 

 

 

   

 

 

     

 

 

   

 

 

 

Net increase (decrease)

    (2,030,541     1,133,899       $ (36,232,404   $ 14,998,997  
 

 

 

   

 

 

     

 

 

   

 

 

 

 

12


    AB Variable Products Series Fund

 

At June 30, 2026, certain shareholders of the Portfolio owned 73% in aggregate of the Portfolio’s outstanding shares. Significant transactions by such shareholders, if any, may impact the Portfolio’s performance.

NOTE G: Risks Involved in Investing in the Portfolio

Market Risk—The value of the Portfolio’s assets will fluctuate as the market or markets in which the Portfolio invests fluctuate. The value of the Portfolio’s investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other local, regional or global events, including public health crises (including the occurrence of a contagious disease or illness), terrorism, war, changing interest rate levels, the imposition of new or additional tariffs, or conflicts, any of which can affect large portions of the securities markets. It includes the risk that a particular style of investing may underperform the market generally.

Sector Risk—The Portfolio may have more risk than a more diversified portfolio because it may invest to a significant extent in one or more particular market sectors, such as the industrials or financials sector. To the extent it does so, market or economic factors affecting the relevant sector(s) could have a major effect on the value of the Portfolio’s investments.

Capitalization Risk—Investments in small- and mid-capitalization companies may be more volatile than investments in large-capitalization companies. Investments in small- and mid-capitalization companies may have additional risks because these companies have limited product lines, markets or financial resources.

Foreign (Non-U.S.) Risk—Investments in securities of non-U.S. issuers may involve more risk than those of U.S. issuers. These securities may fluctuate more widely in price and may be more difficult to trade due to adverse market, economic, political, regulatory or other factors. In addition, the value of the Fund’s investments may decline because of factors such as unfavorable or unsuccessful government actions, reduction in government or central bank support, economic sanctions and tariffs and potential responses to those sanctions and tariffs.

Currency Risk—Fluctuations in currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce its returns.

Derivatives Risk—Derivatives may be difficult to price or unwind and leveraged so that small changes may produce disproportionate losses for the Portfolio. A short position in a derivative instrument involves the risk of a theoretically unlimited increase in the value of the underlying asset, reference rate or index, which could cause the Portfolio to suffer a potentially unlimited loss. Derivatives, especially over-the-counter derivatives, are also subject to counterparty risk, which is the risk that the counterparty (the party on the other side of the transaction) on a derivative transaction will be unable or unwilling to honor its contractual obligations to the Portfolio.

Indemnification Risk—In the ordinary course of business, the Portfolio enters into contracts that contain a variety of indemnifications. The Portfolio’s maximum exposure under these arrangements is unknown. However, the Portfolio has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote. Therefore, the Portfolio has not accrued any liability in connection with these indemnification provisions.

Management Risk—The Portfolio is subject to management risk because it is an actively-managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions for the Portfolio, but there is no guarantee that its techniques will produce the intended results. Some of these techniques may incorporate, or rely upon, quantitative models, but there is no guarantee that these models will generate accurate forecasts, reduce risk or otherwise perform as expected.

NOTE H: Joint Credit Facility

A number of open-end mutual funds and ETFs managed by the Adviser, including the Fund, participate in a $380 million credit facility (the “Facility”) intended to provide short-term financing related to redemptions and other short-term liquidity requirements. The Facility, which will expire on June 23, 2027, may be renewed for an additional term dependent upon the election of the participating funds and lenders. A commitment fee of 0.15% per annum of the Facility amount is paid by the participating funds. The portion of the commitment fee related to the ETFs is paid by the Adviser pursuant to the ETF’s unitary fee structure. The Fund did not utilize the Facility during the six months ended June 30, 2026.

 

13


DISCOVERY VALUE PORTFOLIO  
NOTES TO FINANCIAL STATEMENTS  
(continued)   AB Variable Products Series Fund

 

NOTE I: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2026 will be determined at the end of the current fiscal Year. The tax character of distributions paid during the fiscal years ended December 31, 2025 and December 31, 2024 were as follows:

 

       2025        2024  

Distributions paid from:

         

Ordinary income

     $ 17,497,825        $ 10,009,617  

Net long-term capital gains

       63,037,510          30,737,950  
    

 

 

      

 

 

 

Total taxable distributions paid

     $ 80,535,335        $ 40,747,567  
    

 

 

      

 

 

 

As of December 31, 2025, the components of accumulated earnings (deficit) on a tax basis were as follows:

 

Undistributed ordinary income

   $ 7,121,022  

Undistributed capital gains

     29,059,846  

Unrealized appreciation (depreciation)

     63,992,038 (a) 
  

 

 

 

Total accumulated earnings (deficit)

   $ 100,172,906  
  

 

 

 

 

(a)   The differences between book-basis and tax-basis unrealized appreciation (depreciation) are attributable primarily to return of capital distributions received from underlying securities and the tax deferral of losses on wash sales.

For tax purposes, net realized capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of December 31, 2025, the Portfolio did not have any capital loss carryforwards.

NOTE J: Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Funds’ financial statements through this date.

 

14


 
DISCOVERY VALUE PORTFOLIO  
FINANCIAL HIGHLIGHTS   AB Variable Products Series Fund

 

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

 

    CLASS A  
    Six Months
Ended
June 30, 2026
(unaudited)
    Year Ended December 31,  
    2025     2024     2023     2022     2021  

Net asset value, beginning of period

    $16.59       $18.32       $17.71       $16.62       $23.46       $17.39  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
           

Income From Investment Operations

           

Net investment income(a)(b)

    .06       .15       .16       .15       .19       .21  

Net realized and unrealized gain (loss) on investment transactions

    3.19       .29       1.54       2.61       (3.74     6.03  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease) in net asset value from operations

    3.25       .44       1.70       2.76       (3.55     6.24  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
           

Less: Dividends and Distributions

           

Dividends from net investment income

    –0 –      (.15     (.16     (.19     (.22     (.17

Distributions from net realized gain on investment transactions

    –0 –      (2.02     (.93     (1.48     (3.07     –0 – 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total dividends and distributions

    –0 –      (2.17     (1.09     (1.67     (3.29     (.17
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

    $19.84       $16.59       $18.32       $17.71       $16.62       $23.46  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
           

Total Return

           

Total investment return based on net asset value(c)

    19.59     2.89     10.02     17.18     (15.63 )%      35.95
           

Ratios/Supplemental Data

           

Net assets, end of period (000’s omitted)

    $326,135       $282,958       $271,351       $259,538       $228,586       $286,390  

Ratio to average net assets of:

           

Expenses, net of waivers/reimbursements

    .80 %(d)      .82     .81     .81     .80     .80

Expenses, before waiver/reimbursements

    .81 %(d)      .82     .81     .81     .80     .80

Net investment income(b)

    .68 %(d)      .87     .86     .91     1.00     .98

Portfolio turnover rate

    35     62     53     49     42     54
           

 

 

 

See footnote summary on page 16.

 

15


DISCOVERY VALUE PORTFOLIO  
FINANCIAL HIGHLIGHTS  
(continued)   AB Variable Products Series Fund

 

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

 

    CLASS B  
    Six Months
Ended
June 30, 2026
(unaudited)
    Year Ended December 31,  
    2025     2024     2023     2022     2021  

Net asset value, beginning of period

    $16.29       $18.02       $17.44       $16.39       $23.17       $17.19  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
           

Income From Investment Operations

           

Net investment income(a)(b)

    .04       .10       .11       .11       .14       .16  

Net realized and unrealized gain (loss) on investment transactions

    3.13       .29       1.52       2.56       (3.68     5.95  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease) in net asset value from operations

    3.17       .39       1.63       2.67       (3.54     6.11  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
           

Less: Dividends and Distributions

           

Dividends from net investment income

    –0 –      (.10     (.12     (.14     (.17     (.13

Distributions from net realized gain on investment transactions

    –0 –      (2.02     (.93     (1.48     (3.07     –0 – 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total dividends and distributions

    –0 –      (2.12     (1.05     (1.62     (3.24     (.13
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

    $19.46       $16.29       $18.02       $17.44       $16.39       $23.17  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
           

Total Return

           

Total investment return based on net asset value(c)

    19.46     2.64     9.72     16.86     (15.82 )%      35.60
           

Ratios/Supplemental Data

           

Net assets, end of period (000’s omitted)

    $442,271       $403,282       $425,678       $458,537       $431,086       $563,741  

Ratio to average net assets of:

           

Expenses, net of waivers/reimbursements

    1.05 %(d)      1.07     1.06     1.06     1.05     1.05

Expenses, before waiver/reimbursements

    1.06 %(d)      1.07     1.06     1.06     1.05     1.05

Net investment income(b)

    .43 %(d)      .62     .61     .65     .74     .73

Portfolio turnover rate

    35     62     53     49     42     54
           

 

 

 

(a)   Based on average shares outstanding.

 

(b)   Net of expenses waived/reimbursed by the Adviser.

 

(c)   Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Total investment return does not reflect (i) insurance company’s separate account related expense charges and (ii) the deductions of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares. Total investment return calculated for a period of less than one year is not annualized.

 

(d)   Annualized.

See notes to financial statements.

 

16


 
DISCOVERY VALUE PORTFOLIO  
CONTINUANCE DISCLOSURE   AB Variable Products Series Fund

 

INFORMATION REGARDING THE REVIEW AND APPROVAL OF THE FUND’S PROPOSED NEW ADVISORY AGREEMENT AND INTERIM ADVISORY AGREEMENT IN THE CONTEXT OF A POTENTIAL ASSIGNMENT

As described in more detail in the Proxy Statement for AB Variable Products Series Fund, Inc. (the “Company”) dated June 23, 2026, the Board of the Company, at a meeting held in-person on May 5-7, 2026, approved a new advisory agreement with the Adviser (the “Proposed Agreement”) in respect of each fund organized as a series of the Company (the “Funds”), including AB Discovery Value Portfolio (the “Fund”), in connection with an Agreement and Plan of Merger (the “Merger Agreement”) by and among Equitable Holdings, Inc. (“Equitable”) (the holder of a majority of the partnership interests in the Adviser and the indirect parent of AllianceBernstein Corporation, the general partner of the Adviser), Corebridge Financial, Inc. (“Corebridge”), and various Corebridge subsidiaries, pursuant to which Equitable and Corebridge have agreed, subject to the terms and conditions of the Merger Agreement, to effect an all-stock merger transaction to combine their respective businesses into a newly formed company. Because Equitable controls the Adviser, the Merger may result in an “assignment” (within the meaning of section 2(a)(4) of the Investment Company Act) of the current advisory agreement for the Company in respect of the Funds, including Fund, resulting in the automatic termination of such advisory agreement.

At the same meeting, the Board also considered and approved an interim advisory agreement with the Adviser (the “Interim Advisory Agreement”) for the Company in respect of the Funds, including the Fund, to be effective only in the event that stockholder approval of the Proposed Agreement had not been obtained as of the date of the Merger resulting in an “assignment” of the Adviser’s current advisory agreement and its automatic termination.

The stockholders of the Fund subsequently approved the Proposed Agreement at an annual meeting of stockholders called for the purpose of electing Directors and voting on the Proposed Agreement.

A discussion regarding the basis for the Boards’ approvals at the meeting held on May 5-7, 2026, is set forth below.

At a meeting of the Board held in-person on May 5-7, 2026, the Adviser presented its recommendation that the Board consider and approve the Proposed Agreement in respect of each Fund. The Current Agreement in respect of each Fund provides for automatic termination in the event of an assignment, and the closing of the transaction contemplated by the Merger Agreement may result in an assignment. The Proposed Agreement is being considered to take effect upon the closing, subject to stockholder approval. In connection with their approval of the Proposed Agreement in respect of each Fund, the Board considered its conclusions in connection with its most recent approval of the Current Agreement, in particular in cases where the last approval of the Current Agreement in respect of a Fund was relatively recent, including the Board’s general satisfaction with the nature and quality of services being provided and, as applicable, in the case of certain Funds, actions taken or to be taken in an effort to improve investment performance or reduce expense ratios. Also in connection with their approval of the Proposed Agreement, the Board considered a representation made to them at that time by the Adviser that there were no additional developments not already disclosed to the Board since their most recent approval of the Current Agreement in respect of a Fund that would be a material consideration to the Board in connection with their consideration of the Proposed Agreement, except for matters disclosed to the Board by the Adviser. The Directors considered the fact that the Proposed Agreement would have corresponding terms and conditions identical to those of the Current Agreement with the exception of the effective date and initial term under the Proposed Agreement.

The Directors considered their knowledge of the nature and quality of the services provided by the Adviser to each Fund gained from their experience as directors or trustees of the registered investment companies advised by the Adviser, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the Directors and its responsiveness, frankness and attention to concerns raised by the Directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the Funds. The Directors noted that they have four regular meetings each year, at each of which they review extensive materials and information from the Adviser, including information on the investment performance of each Fund.

The Directors also considered all factors they believed relevant, including the specific matters discussed below. During the course of their deliberations, the Directors evaluated, among other things, the reasonableness of the management fees of the Funds they oversee. The Directors did not identify any particular information that was all-important or controlling, and different Directors may have attributed different weights to the various factors. The Directors determined that the selection of the Adviser to manage the Funds, and the overall arrangements between the Funds and the Adviser, as provided in the Proposed Agreement, including the management fees, were fair and reasonable in light of the services performed under the Current Agreement and to be performed under the Proposed Agreement, expenses incurred and to be incurred and such

 

17


DISCOVERY VALUE PORTFOLIO  
CONTINUANCE DISCLOSURE  
(continued)   AB Variable Products Series Fund

 

other matters as the Directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the Directors’ determinations included the following:

Nature, Extent and Quality of Services Provided

The Directors considered the scope and quality of services to be provided by the Adviser under the Proposed Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Funds. They also considered the information that had been provided to them by the Adviser concerning the anticipated implementation of the Merger Agreement and the Adviser’s representation that it did not anticipate that such implementation would affect the management or structure of the Adviser, have a material adverse effect on the Adviser, or adversely affect the quality of the services provided to the Funds by the Adviser and its affiliates. The Directors noted that the Adviser from time to time reviews each Fund’s investment strategies and from time to time proposes changes intended to improve the Fund’s relative or absolute performance for the Directors’ consideration. They also noted the professional experience and qualifications of each Fund’s portfolio management team and other senior personnel of the Adviser. The Directors also considered that the Proposed Agreement, similar to the Current Agreement, provides that the Funds will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services to the Funds by employees of the Adviser or its affiliates. Requests for these reimbursements are made on a quarterly basis and subject to approval by the Directors. Reimbursements, to the extent requested and paid, result in a higher rate of total compensation from the Funds to the Adviser than the fee rate stated in the Proposed Agreement. The Directors noted that the methodology to be used to determine the reimbursement amounts had been reviewed by an independent consultant at the request of the Directors. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Funds’ other service providers, also was considered. The Directors concluded that, overall, they were satisfied with the nature, extent and quality of services to be provided to each Fund under the Proposed Agreement.

Costs of Services to be Provided and Profitability

The Directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of each Fund to the Adviser for calendar years 2024 and 2025, as applicable, that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant at the request of the Directors. The Directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The Directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with a Fund, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Fund, as applicable. The Directors recognized that it is difficult to make comparisons of the profitability of the Proposed Agreement with the profitability of fund advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The Directors focused on the profitability of the Adviser’s relationship with each Fund before taxes and distribution expenses. The Directors noted that certain Funds, as applicable, were not profitable to the Adviser in one or more periods reviewed. The Directors concluded that the Adviser’s level of profitability from its relationship with the other Funds was not unreasonable.

Fall-Out Benefits

The Directors considered the other benefits to the Adviser and its affiliates from their relationships with the Funds and the money market fund advised by the Adviser in which the Funds invest, as applicable, including, but not limited to, as applicable, benefits relating to soft dollar arrangements (whereby investment advisers receive brokerage and research services from brokers that execute agency transactions for their clients) in the case of certain Funds; 12b-1 fees and sales charges received by the principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of the Class B shares of the Funds; brokerage commissions paid by certain Funds to brokers affiliated with the Adviser; and transfer agency fees paid by the Funds to a wholly owned subsidiary of the Adviser. The Directors recognized that the Adviser’s profitability would be somewhat lower, and that a Fund’s unprofitability to the Adviser would be exacerbated, without these benefits. The Directors understood that the Adviser also might derive reputational and other benefits from its association with the Funds.

Investment Results

In addition to the information reviewed by the Directors in connection with the Board meeting at which the Proposed Agreement was approved, the Directors receive detailed performance information for the Funds at each regular Board meeting during the year.

 

18


    AB Variable Products Series Fund

 

The Board’s consideration of the Proposed Agreement was informed by their most recent approval of the Current Agreement, and, in the case of certain Funds, their discussion with the Adviser of the reasons for those Funds’ underperformance in certain periods. The Directors also reviewed updated performance information and, in some cases, discussed with the Adviser the reasons for changes in performance or continued underperformance. On the basis of this review, the Directors determined to continue to monitor the performance of certain Funds closely and concluded that the investment performance of each other Fund was acceptable.

Management Fees and Other Expenses

The Directors considered the management fee rate payable by each Fund to the Adviser and information prepared by an independent service provider (the “15(c) provider”) concerning management fee rates payable by other funds in the same category as the Fund. The Directors recognized that it is difficult to make comparisons of management fees because there are variations in the services that are included in the fees paid by other funds. The Directors compared each Fund’s contractual management fee rate with a peer group median, and where applicable, took into account the impact on the management fee rate of the administrative expense reimbursement paid to the Adviser in the latest fiscal year.

The Directors also considered the Adviser’s fee schedule for other clients utilizing investment strategies similar to those of each Fund. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and in a report from the Funds’ Senior Vice President and noted the differences between a Fund’s fee schedule, on the one hand, and the Adviser’s institutional fee schedule and the schedule of fees charged by the Adviser to any offshore funds and for services to any sub-advised funds utilizing investment strategies similar to those of the Fund, on the other, as applicable. The Directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the Directors and that they had previously discussed with the Adviser its policies in respect of such arrangements.

The Adviser reviewed with the Directors the significantly greater scope of the services it provides to each Fund relative to institutional, offshore fund and sub-advised fund clients, as applicable. In this regard, the Adviser noted, among other things, that, compared to institutional and offshore or sub-advisory accounts, each Fund, as applicable, (i) demands considerably more portfolio management, research and trading resources due to significantly higher daily cash flows; (ii) has more tax and regulatory restrictions and compliance obligations; (iii) must prepare and file or distribute regulatory and other communications about fund operations; and (iv) must provide shareholder servicing to retail investors. The Adviser also reviewed the greater legal risks presented by the large and changing population of Fund stockholders who may assert claims against the Adviser in individual or class actions, and the greater entrepreneurial risk in offering new fund products, which require substantial investment to launch, may not succeed, and generally must be priced to compete with larger, more established funds resulting in lack of profitability to the Adviser until a new fund achieves scale. In light of the substantial differences in services rendered by the Adviser to institutional, offshore fund and sub-advised fund clients as compared to the Funds, and the different risk profile, the Directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

In connection with their review of each Fund’s management fee, the Directors also considered the total expense ratio of the Fund in comparison to the medians for a peer group and a peer universe selected by the 15(c) provider. The Directors also considered the Adviser’s expense caps for certain Funds. The Directors view expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to a Fund by others.

The Board’s consideration of the Proposed Agreement was informed by their most recent approval of the Current Agreement, and, in the case of certain Funds, their discussion with the Adviser of the reasons for those Funds’ expense ratios in certain periods. On the basis of this review, the Directors concluded that each Fund’s expense ratio was acceptable.

Economies of Scale

The Directors noted that the management fee schedules for certain Funds do not contain breakpoints and that they had discussed their strong preference for breakpoints in advisory contracts with the Adviser. The Directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the Funds, and presentations from time to time by the Adviser concerning certain of its views on economies of scale. The Directors also had requested and received from the Adviser certain updates on economies of scale in advance of the Board meeting. The Directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The Directors noted that there is no established methodology for setting breakpoints that

 

19


DISCOVERY VALUE PORTFOLIO  
CONTINUANCE DISCLOSURE  
(continued)   AB Variable Products Series Fund

 

give effect to the fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The Directors observed that in the mutual fund industry as a whole, as well as among funds similar to each Fund, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The Directors also noted that the advisory agreements for many funds do not have breakpoints at all.

The Directors informed the Adviser that they would monitor the asset levels of the Funds without breakpoints and their profitability to the Adviser and anticipated revisiting the question of breakpoints in the future if circumstances warrant doing so.

Interim Advisory Agreement

In approving the Interim Advisory Agreement, the Board with the assistance of independent counsel, considered similar factors to those considered in approving the Proposed Agreement. The Interim Advisory Agreement approved by the Board is identical to the Proposed Agreement, as well as the Current Agreement, in all material respects except for its proposed effective and termination dates and pro-visions intended to comply with the requirements of the relevant SEC rule, such as provisions requiring escrow of advisory fees. Under the Interim Advisory Agreement, the Adviser would continue to manage a Fund until a new advisory agreement was approved by stockholders or until the end of the 150-day period after termination of the Current Agreement, whichever would occur earlier. All fees earned by the Adviser under the Interim Advisory Agreement would be held in escrow pending stockholder approval of the Proposed Agreement. Upon approval of a new advisory agreement by stockholders, the escrowed management fees would be paid to the Adviser, and the Interim Advisory Agreement would terminate.

Information Regarding the Review and Approval of the Fund’s Current Advisory Agreement

The disinterested directors (the “directors”) of AB Variable Products Series Fund, Inc. (the “Company”) unanimously approved the continuance of the Company’s Advisory Agreement with the Adviser in respect of AB Discovery Value Portfolio (the “Fund”) at a meeting held in-person on May 5-7, 2026 (the “Meeting”).

Prior to approval of the continuance of the Advisory Agreement, the directors had requested from the Adviser, and received and evaluated, extensive materials. They reviewed the proposed continuance of the Advisory Agreement with the Adviser and with experienced counsel who are independent of the Adviser, who advised on the relevant legal standards. The directors also reviewed additional materials, including comparative analytical data prepared by the Senior Vice President of the Fund. The directors also discussed the proposed continuance in private sessions with counsel.

The directors considered their knowledge of the nature and quality of the services provided by the Adviser to the Fund gained from their experience as directors or trustees of most of the registered investment companies advised by the Adviser, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the directors and its responsiveness, frankness and attention to concerns raised by the directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the AB Funds. The directors noted that they have four regular meetings each year, at each of which they review extensive materials and information from the Adviser, including information on the investment performance of the Fund.

The directors also considered all factors they believed relevant, including the specific matters discussed below. During the course of their deliberations, the directors evaluated, among other things, the reasonableness of the advisory fee. The directors did not identify any particular information that was all-important or controlling, and different directors may have attributed different weights to the various factors. The directors determined that the selection of the Adviser to manage the Fund and the overall arrangements between the Fund and the Adviser, as provided in the Advisory Agreement, including the advisory fee, were fair and reasonable in light of the services performed, expenses incurred and such other matters as the directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the directors’ determinations included the following:

Nature, Extent and Quality of Services Provided

The directors considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Fund. The directors noted that the Adviser from time to time reviews the Fund’s investment strategies and from time to time proposes changes intended to improve the Fund’s relative or absolute performance for the directors’ consideration. They also noted the professional experience and qualifications of the Fund’s portfolio management team and other

 

20


    AB Variable Products Series Fund

 

senior personnel of the Adviser. The directors also considered that the Advisory Agreement provides that the Fund will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services to the Fund by employees of the Adviser or its affiliates. Requests for these reimbursements are made on a quarterly basis and subject to approval by the directors. Reimbursements, to the extent requested and paid, result in a higher rate of total compensation from the Fund to the Adviser than the fee rate stated in the Advisory Agreement. The directors noted that the methodology used to determine the reimbursement amounts had been reviewed by an independent consultant at the request of the directors. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Fund’s other service providers, also was considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Fund under the Advisory Agreement.

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of the Fund to the Adviser for calendar years 2024 and 2025 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant at the request of the directors. The directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Fund, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Fund. The directors recognized that it is difficult to make comparisons of the profitability of the Advisory Agreement with the profitability of fund advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability of the Adviser’s relationship with the Fund before taxes and distribution expenses. The directors concluded that the Adviser’s level of profitability from its relationship with the Fund was not unreasonable.

Fall-Out Benefits

The directors considered the other benefits to the Adviser and its affiliates from their relationships with the Fund and the money market fund advised by the Adviser in which the Fund invests, including, but not limited to, benefits relating to soft dollar arrangements (whereby investment advisers receive brokerage and research services from brokers that execute agency transactions for their clients); 12b-1 fees and sales charges received by the Fund’s principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of the Fund’s Class B shares; brokerage commissions paid by the Fund to brokers affiliated with the Adviser; and transfer agency fees paid by the Fund to a wholly owned subsidiary of the Adviser. The directors recognized that the Adviser’s profitability would be somewhat lower without these benefits. The directors understood that the Adviser also might derive reputational and other benefits from its association with the Fund.

Investment Results

In addition to the information reviewed by the directors in connection with the Meeting, the directors receive detailed performance information for the Fund at each regular Board meeting during the year.

At the Meeting, the directors reviewed performance information prepared by an independent service provider (the “15(c) service provider”), showing the performance of the Class A Shares of the Fund against a group of similar funds (“peer group”) and a larger group of similar funds (“peer universe”), each selected by the 15(c) service provider, and information prepared by the Adviser showing performance of the Class A Shares against a broad-based securities market index, in each case for the 1-, 3-, 5- and 10-year periods ended February 28, 2026 and (in the case of comparisons with the broad-based securities market index) for the period from inception. Based on their review, the directors concluded that the Fund’s investment performance was acceptable.

Advisory Fees and Other Expenses

The directors considered the advisory fee rate payable by the Fund to the Adviser and information prepared by the 15(c) service provider concerning advisory fee rates payable by other funds in the same category as the Fund. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds. The directors compared the Fund’s contractual effective advisory fee rate with a peer group median and noted that it was lower than the median. They also noted that the Adviser’s total rate of compensation, taking into account the impact of the administrative expense reimbursement paid to the Adviser in the latest fiscal year, was close to the median.

 

21


DISCOVERY VALUE PORTFOLIO  
CONTINUANCE DISCLOSURE  
(continued)   AB Variable Products Series Fund

 

The directors also considered the Adviser’s fee schedule for other clients utilizing investment strategies similar to those of the Fund. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and in a report from the Fund’s Senior Vice President and noted the differences between the Fund’s fee schedule, on the one hand, and the Adviser’s institutional fee schedule and the schedule of fees charged by the Adviser to any offshore funds and for services to any sub-advised funds utilizing investment strategies similar to those of the Fund, on the other. The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The directors also compared the advisory fee rate for the Fund with that for another fund advised by the Adviser utilizing similar investment strategies.

The Adviser reviewed with the directors the significantly greater scope of the services it provides to the Fund relative to institutional, offshore fund and sub-advised fund clients. In this regard, the Adviser noted, among other things, that, compared to institutional and offshore or sub-advisory accounts, the Fund (i) demands considerably more portfolio management, research and trading resources due to significantly higher daily cash flows; (ii) has more tax and regulatory restrictions and compliance obligations; (iii) must prepare and file or distribute regulatory and other communications about fund operations; and (iv) must provide shareholder servicing to retail investors. The Adviser also reviewed the greater legal risks presented by the large and changing population of Fund shareholders who may assert claims against the Adviser in individual or class actions, and the greater entrepreneurial risk in offering new fund products, which require substantial investment to launch, may not succeed, and generally must be priced to compete with larger, more established funds resulting in lack of profitability to the Adviser until a new fund achieves scale. In light of the substantial differences in services rendered by the Adviser to institutional, offshore fund and sub-advised fund clients as compared to the Fund, and the different risk profile, the directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

In connection with their review of the Fund’s advisory fee, the directors also considered the total expense ratio of the Class A shares of the Fund in comparison to the medians for a peer group and a peer universe selected by the 15(c) service provider. The Class A expense ratio of the Fund was based on the Fund’s latest fiscal year. The Adviser had agreed to cap the Fund’s expenses, but the directors noted that the Fund’s expense ratio was currently below the level of the Adviser’s cap. The directors noted that it was likely that the expense ratios of some of the other funds in the Fund’s category were lowered by waivers or reimbursements by those funds’ investment advisers, which in some cases might be voluntary or temporary. The directors view expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to the Fund by others. The directors noted that the Fund’s expense ratio was equal to the median of a peer group and lower than the median of a peer universe. Based on their review, the directors concluded that the Fund’s expense ratio was acceptable.

Economies of Scale

The directors noted that the advisory fee schedule for the Fund contains breakpoints that reduce the fee rates on assets above specified levels. The directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the AB Funds, and presentations from time to time by the Adviser concerning certain of its views on economies of scale. The directors also had requested and received from the Adviser certain updates on economies of scale in advance of the Meeting. The directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The directors noted that there is no established methodology for setting breakpoints that give effect to the fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The directors observed that in the mutual fund industry as a whole, as well as among funds similar to the Fund, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The directors also noted that the advisory agreements for many funds do not have breakpoints at all. Having taken these factors into account, the directors concluded that the Fund’s shareholders would benefit from a sharing of economies of scale in the event the Fund’s net assets exceed a breakpoint in the future.

 

22


VPS-DV-0152-0626


JUN 06.30.26

 

LOGO

 

SEMI-ANNUAL FINANCIAL STATEMENTS AND ADDITIONAL INFORMATION

AB VARIABLE PRODUCTS
SERIES FUND, INC.

 

+  

AB INTERNATIONAL VALUE PORTFOLIO


Investment Products Offered

 

   

Are Not FDIC Insured

   

May Lose Value

   

Are Not Bank Guaranteed

AllianceBernstein Investments, Inc. (ABI) is the distributor of the AB family of mutual funds. ABI is a member of FINRA and is an affiliate of AllianceBernstein L.P., the Adviser of the funds.

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AB’s website at www.abfunds.com or go to the Securities and Exchange Commission’s (the “Commission”) website at www.sec.gov, or call AB at (800) 227 4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The Fund’s Form N-PORT reports are available on the Commission’s website at www.sec.gov.

The [A/B] logo and AllianceBernstein® are registered trademarks used by permission of the owner, AllianceBernstein L.P.


INTERNATIONAL VALUE PORTFOLIO  
PORTFOLIO OF INVESTMENTS  
June 30, 2026 (unaudited)   AB Variable Products Series Fund

 




Company
  Shares     U.S. $ Value  
                                   

COMMON STOCKS–97.6%

   

FINANCIALS–23.4%

   

BANKS–15.6%

   

ABN AMRO Bank NV

    146,655     $ 6,237,504  

Barclays PLC

    712,193       4,772,405  

BNP Paribas SA

    53,198       6,213,162  

BPER Banca SpA

    383,523       6,025,567  

Danske Bank A/S

    106,460       5,706,531  

Erste Group Bank AG

    39,360       5,267,860  

Eurobank SA

    881,803       4,205,645  

Japan Post Bank Co., Ltd.

    290,400       5,526,993  

Resona Holdings, Inc.

    561,400       7,319,550  
   

 

 

 
      51,275,217  
   

 

 

 

INSURANCE–7.8%

   

Aegon Ltd.

    473,250       4,027,540  

ASR Nederland NV

    61,232       4,624,291  

AXA SA

    122,247       6,125,726  

Beazley PLC

    323,827       5,526,193  

Prudential PLC

    381,337       5,064,921  
   

 

 

 
      25,368,671  
   

 

 

 
      76,643,888  
   

 

 

 

INDUSTRIALS–18.7%

   

AEROSPACE & DEFENSE–5.1%

   

Airbus SE

    29,878       6,647,606  

BAE Systems PLC

    171,878       4,212,150  

Melrose Industries PLC

    906,861       5,718,345  
   

 

 

 
      16,578,101  
   

 

 

 

BUILDING PRODUCTS–1.5%

   

Daikin Industries Ltd.(a)

    31,800       4,850,731  
   

 

 

 

CONSTRUCTION & ENGINEERING–1.4%

   

Vinci SA

    31,063       4,536,691  
   

 

 

 

ELECTRICAL EQUIPMENT–1.3%

   

Mitsubishi Electric Corp.

    118,800       4,356,929  
   

 

 

 

GROUND TRANSPORTATION–0.9%

   

Keisei Electric Railway Co., Ltd.(a)

    396,600       2,838,279  
   

 

 

 

MACHINERY–3.2%

   

CNH Industrial NV

    356,756       4,006,370  

RENK Group AG

    63,060       3,044,004  

Techtronic Industries Co., Ltd.–Class H

    212,000       3,528,010  
   

 

 

 
      10,578,384  
   

 

 

 

PASSENGER AIRLINES–1.4%

   

Ryanair Holdings PLC (Sponsored ADR)(a)

    73,349       4,749,348  
   

 

 

 

PROFESSIONAL SERVICES–3.9%

   

Bureau Veritas SA

    146,111       4,475,202  

Persol Holdings Co., Ltd.

    2,038,700       3,102,029  



Company
  Shares     U.S. $ Value  
                                   

RELX PLC

    164,314     $ 5,193,112  
   

 

 

 
      12,770,343  
   

 

 

 
      61,258,806  
   

 

 

 

HEALTH CARE–10.1%

   

HEALTH CARE EQUIPMENT & SUPPLIES–1.4%

   

ResMed, Inc.

    23,370       4,554,346  
   

 

 

 

LIFE SCIENCES TOOLS & SERVICES–1.4%

   

ICON PLC(b)

    26,772       4,650,564  
   

 

 

 

PHARMACEUTICALS–7.3%

   

Haleon PLC

    1,077,194       4,963,866  

Novo Nordisk A/S–Class B

    131,869       6,333,262  

Roche Holding AG

    20,349       8,365,194  

Takeda Pharmaceutical Co., Ltd.

    136,500       4,350,888  
   

 

 

 
      24,013,210  
   

 

 

 
      33,218,120  
   

 

 

 

CONSUMER DISCRETIONARY–9.0%

   

AUTOMOBILE COMPONENTS–0.9%

   

Toyo Tire Corp.(a)

    128,600       2,977,531  
   

 

 

 

HOTELS, RESTAURANTS & LEISURE–2.5%

   

Accor SA

    85,260       4,945,499  

Yum China Holdings, Inc.

    84,227       3,442,357  
   

 

 

 
      8,387,856  
   

 

 

 

HOUSEHOLD DURABLES–2.3%

   

Sony Group Corp.

    368,100       7,407,668  
   

 

 

 

SPECIALTY RETAIL–1.9%

   

Industria de Diseno Textil SA

    101,789       6,415,996  
   

 

 

 

TEXTILES, APPAREL & LUXURY GOODS–1.4%

   

Burberry Group PLC(b)

    318,712       4,502,540  
   

 

 

 
      29,691,591  
   

 

 

 

INFORMATION TECHNOLOGY–8.8%

   

SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–7.0%

   

NXP Semiconductors NV

    12,345       3,469,315  

Taiwan Semiconductor Manufacturing Co., Ltd.

    86,000       6,784,562  

Tokyo Electron Ltd.

    25,900       12,557,713  
   

 

 

 
      22,811,590  
   

 

 

 

TECHNOLOGY HARDWARE, STORAGE & PERIPHERALS–1.8%

   

Samsung Electronics Co., Ltd.

    26,576       5,897,138  
   

 

 

 
      28,708,728  
   

 

 

 

 

1


INTERNATIONAL VALUE PORTFOLIO  
PORTFOLIO OF INVESTMENTS  
(continued)   AB Variable Products Series Fund

 




Company
  Shares     U.S. $ Value  
                                   

CONSUMER STAPLES–7.0%

   

BEVERAGES–3.4%

   

Anheuser-Busch InBev SA/NV

    76,724     $ 6,339,687  

Coca-Cola Europacific Partners PLC

    47,798       4,783,146  
   

 

 

 
      11,122,833  
   

 

 

 

CONSUMER STAPLES DISTRIBUTION & RETAIL–1.2%

   

Tesco PLC

    665,320       4,055,854  
   

 

 

 

FOOD PRODUCTS–1.1%

   

Toyo Suisan Kaisha Ltd.(a)

    55,600       3,561,078  
   

 

 

 

HOUSEHOLD PRODUCTS–1.3%

   

Reckitt Benckiser Group PLC

    65,729       4,281,163  
   

 

 

 
      23,020,928  
   

 

 

 

MATERIALS–6.3%

   

CHEMICALS–1.9%

   

Arkema SA

    36,105       2,277,503  

Tosoh Corp.

    213,000       3,868,295  
   

 

 

 
      6,145,798  
   

 

 

 

CONSTRUCTION MATERIALS–1.2%

   

CRH PLC

    38,277       4,095,639  
   

 

 

 

METALS & MINING–3.2%

   

Anglo American PLC

    121,963       5,982,582  

Norsk Hydro ASA

    491,359       4,446,197  
   

 

 

 
      10,428,779  
   

 

 

 
      20,670,216  
   

 

 

 

COMMUNICATION SERVICES–5.7%

   

DIVERSIFIED TELECOMMUNICATION SERVICES–2.5%

   

Deutsche Telekom AG (REG)

    161,345       4,398,955  

Koninklijke KPN NV

    790,010       3,901,680  
   

 

 

 
      8,300,635  
   

 

 

 

ENTERTAINMENT–0.7%

   

Toho Co., Ltd./Tokyo(a)

    296,500       2,371,526  
   

 

 

 

MEDIA–1.4%

   

Publicis Groupe SA

    44,873       4,434,479  
   

 

 

 

WIRELESS TELECOMMUNICATION SERVICES–1.1%

   

Tele2 AB–Class B

    205,428       3,574,857  
   

 

 

 
      18,681,497  
   

 

 

 

ENERGY–4.3%

   

ENERGY EQUIPMENT & SERVICES–3.1%

   

Shell PLC

    267,211       10,349,799  
   

 

 

 



Company
  Shares     U.S. $ Value  
                                   

OIL, GAS & CONSUMABLE FUELS–1.2%

   

Santos Ltd.

    787,676     $ 3,907,570  
   

 

 

 
      14,257,369  
   

 

 

 

REAL ESTATE–2.6%

   

DIVERSIFIED REITs–1.4%

   

Merlin Properties Socimi SA

    263,744       4,627,687  
   

 

 

 

REAL ESTATE MANAGEMENT & DEVELOPMENT–1.2%

   

Mitsui Fudosan Co., Ltd.

    410,600       3,805,613  
   

 

 

 
      8,433,300  
   

 

 

 

UTILITIES–1.7%

   

ELECTRIC UTILITIES–1.7%

   

Enel SpA

    487,864       5,595,989  
   

 

 

 

Total Common Stocks
(cost $240,202,051)

      320,180,432  
   

 

 

 

SHORT-TERM INVESTMENTS–2.1%

   

INVESTMENT COMPANIES–2.1%

   

AB Fixed Income Shares, Inc.–Government Money Market Portfolio–Class AB, 3.48%(c)(d)(e)
(cost $7,031,844)

    7,031,844       7,031,844  
   

 

 

 

TOTAL INVESTMENTS BEFORE SECURITY LENDING COLLATERAL FOR SECURITIES LOANED–99.7%
(cost $247,233,895)

      327,212,276  
   

 

 

 

INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED–0.0%

   

INVESTMENT COMPANIES–0.0%

   

AB Fixed Income Shares, Inc.–Government Money Market Portfolio–Class AB, 3.48%(c)(d)(e)
(cost $52,850)

    52,850       52,850  
   

 

 

 

TOTAL INVESTMENTS–99.7%
(cost $247,286,745)

      327,265,126  

Other assets less liabilities–0.3%

      850,865  
   

 

 

 

NET ASSETS–100.0%

    $ 328,115,991  
   

 

 

 

 

2


    AB Variable Products Series Fund

 

Country Breakdown (% of Net Assets)

Japan

     21.0%  

United Kingdom

     16.3    

France

     12.1    

United States

     9.1    

Italy

     5.0    

Netherlands

     4.5    

Denmark

     3.6    

Spain

     3.3    

Hong Kong

     2.6    

Switzerland

     2.5    

Germany

     2.3    

Taiwan

     2.1    

Belgium

     1.9    

South Africa

     1.8    

Others

     9.4    

Short-Term Investments

     2.2    

Other assets less liabilities

     0.3    
  

 

 

 

Total

     100.0%  
  

 

 

 

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note D)

 

Counterparty   

Contracts to

Deliver
(000)

     In Exchange
For
(000)
     Settlement
Date
     Unrealized
Appreciation
(Depreciation)
 

Bank of America NA

     BRL        8,082        USD        1,561        07/02/2026      $ (4,325

Bank of America NA

     USD        1,584        BRL        8,082        07/02/2026        (18,488

Bank of America NA

     KRW        7,244,404        USD        4,899        07/16/2026        214,788  

Bank of America NA

     USD        891        CNH        6,008        08/07/2026        (4,601

Bank of America NA

     JPY        243,383        USD        1,520        08/27/2026        16,902  

Barclays Capital, Inc.

     AUD        1,128        USD        800        07/09/2026        19,102  

Barclays Capital, Inc.

     USD        991        GBP        728        07/16/2026        (25,853

Barclays Capital, Inc.

     JPY        642,648        USD        4,018        08/27/2026        47,677  

Barclays Capital, Inc.

     EUR        740        USD        861        09/11/2026        13,402  

Citibank NA

     BRL        8,082        USD        1,554        07/02/2026        (11,350

Citibank NA

     USD        1,561        BRL        8,082        07/02/2026        4,325  

Citibank NA

     USD        2,132        AUD        2,970        07/09/2026        (75,653

Citibank NA

     GBP        10,130        USD        13,685        07/16/2026        247,845  

Citibank NA

     USD        1,842        GBP        1,372        07/16/2026        (21,923

Citibank NA

     USD        1,542        BRL        8,082        08/04/2026        11,300  

Citibank NA

     JPY        175,956        USD        1,093        08/27/2026        6,475  

Citibank NA

     EUR        782        USD        899        09/11/2026        3,043  

Citibank NA

     USD        20,956        CHF        16,471        09/11/2026        (412,139

Citibank NA

     USD        5,816        SGD        7,506        09/18/2026        17,260  

Deutsche Bank AG

     USD        771        GBP        571        07/16/2026        (13,071

Goldman Sachs Bank USA

     AUD        1,349        USD        962        07/09/2026        28,265  

Goldman Sachs Bank USA

     USD        838        GBP        616        07/16/2026        (20,787

Goldman Sachs Bank USA

     JPY        133,481        USD        829        08/27/2026        4,889  

Goldman Sachs Bank USA

     USD        1,344        EUR        1,180        09/11/2026        8,235  

HSBC Bank USA

     NZD        1,359        USD        806        07/09/2026        34,096  

HSBC Bank USA

     GBP        3,449        USD        4,627        07/16/2026        52,467  

HSBC Bank USA

     KRW        3,154,061        USD        2,166        07/16/2026        126,795  

 

3


INTERNATIONAL VALUE PORTFOLIO  
PORTFOLIO OF INVESTMENTS  
(continued)   AB Variable Products Series Fund

 

Counterparty   

Contracts to

Deliver
(000)

     In Exchange
For
(000)
     Settlement
Date
     Unrealized
Appreciation
(Depreciation)
 

HSBC Bank USA

     USD        1,483        KRW        2,269,073        07/16/2026      $ (15,808

HSBC Bank USA

     USD        3,615        ILS        10,586        08/06/2026        (55,008

HSBC Bank USA

     NOK        8,463        USD        855        09/10/2026        1,100  

JPMorgan Chase Bank

     USD        1,596        NZD        2,705        07/09/2026        (59,545

JPMorgan Chase Bank

     USD        816        GBP        605        07/16/2026        (13,255

Morgan Stanley Bank NA

     USD        20,310        AUD        28,388        07/09/2026        (657,662

Morgan Stanley Bank NA

     GBP        851        USD        1,159        07/16/2026        29,742  

Morgan Stanley Bank NA

     KRW        1,474,280        USD        959        07/16/2026        5,562  

Morgan Stanley Bank NA

     USD        1,086        GBP        805        07/16/2026        (19,195

Morgan Stanley Bank NA

     USD        1,213        KRW        1,836,470        07/16/2026        (25,636

Morgan Stanley Bank NA

     TWD        150,317        USD        4,739        07/21/2026        23,230  

Morgan Stanley Bank NA

     CNH        19,583        USD        2,891        08/07/2026        629  

Morgan Stanley Bank NA

     USD        15,325        JPY        2,443,242        08/27/2026        (231,077

Morgan Stanley Bank NA

     NOK        18,492        USD        1,888        09/10/2026        21,963  

Morgan Stanley Bank NA

     USD        6,289        SEK        60,870        09/10/2026        13,399  

Morgan Stanley Bank NA

     EUR        15,721        USD        18,295        09/11/2026        279,091  

Morgan Stanley Bank NA

     EUR        1,106        USD        1,264        09/11/2026        (3,361

Standard Chartered Bank

     USD        940        GBP        710        07/16/2026        1,660  

Standard Chartered Bank

     TWD        29,091        USD        923        07/21/2026        10,017  

State Street Bank & Trust Co.

     USD        1,712        GBP        1,271        07/16/2026        (26,943

State Street Bank & Trust Co.

     USD        851        MXN        14,877        08/06/2026        (2,653

State Street Bank & Trust Co.

     CHF        875        USD        1,086        09/11/2026        (5,095

State Street Bank & Trust Co.

     EUR        935        USD        1,075        09/11/2026        3,221  

UBS

     GBP        1,921        USD        2,609        07/16/2026        60,765  

UBS

     USD        1,743        GBP        1,288        07/16/2026        (33,921

UBS

     USD        1,895        JPY        303,980        08/27/2026        (16,908

UBS

     USD        892        EUR        775        09/11/2026        (4,167
                 

 

 

 
                  $  (471,179
                 

 

 

 

 

 

 

(a)   Represents entire or partial securities out on loan. See Note E for securities lending information.

 

(b)   Non-income producing security.

 

(c)   The rate shown represents the 7-day yield as of period end.

 

(d)   Affiliated investments.

 

(e)   To obtain a copy of the fund’s shareholder report, please go to the Securities and Exchange Commission’s website at www.sec.gov. Additionally, shareholder reports for AB funds can be obtained by calling AB at (800) 227-4618.

Currency Abbreviations:

AUD—Australian Dollar

BRL—Brazilian Real

CHF—Swiss Franc

CNH—Chinese Yuan Renminbi (Offshore)

EUR—Euro

GBP—Great British Pound

ILS—Israeli Shekel

JPY—Japanese Yen

KRW—South Korean Won

MXN—Mexican Peso

NOK—Norwegian Krone

NZD—New Zealand Dollar

SEK—Swedish Krona

SGD—Singapore Dollar

TWD—New Taiwan Dollar

USD—United States Dollar

 

4


    AB Variable Products Series Fund

 

Glossary:

ADR—American Depositary Receipt

REG—Registered Shares

REIT—Real Estate Investment Trust

See notes to financial statements.

 

5


INTERNATIONAL VALUE PORTFOLIO  
STATEMENT OF ASSETS & LIABILITIES  
June 30, 2026 (unaudited)   AB Variable Products Series Fund

 

ASSETS

  

Investments in securities, at value

  

Unaffiliated issuers (cost $240,202,051)

   $ 320,180,432 (a) 

Affiliated issuers (cost $7,084,694—including investment of cash collateral for securities loaned of $52,850)

     7,084,694  

Foreign currencies, at value (cost $553,588)

     548,898  

Unrealized appreciation on forward currency exchange contracts

     1,307,245  

Unaffiliated dividends receivable

     234,137  

Receivable for capital stock sold

     33,913  

Affiliated dividends receivable

     24,971  

Receivable due from Adviser

     1,443  

Other assets

     1,106,889  
  

 

 

 

Total assets

     330,522,622  
  

 

 

 

LIABILITIES

  

Unrealized depreciation on forward currency exchange contracts

     1,778,424  

Advisory fee payable

     201,440  

Payable for capital stock redeemed

     165,607  

Distribution fee payable

     55,080  

Payable for collateral received on securities loaned

     52,850  

Administrative fee payable

     52,335  

Transfer Agent fee payable

     118  

Accrued expenses

     100,777  
  

 

 

 

Total liabilities

     2,406,631  
  

 

 

 

NET ASSETS

   $ 328,115,991  
  

 

 

 

COMPOSITION OF NET ASSETS

  

Capital stock, at par

   $ 14,440  

Additional paid-in capital

     184,697,719  

Distributable earnings

     143,403,832  
  

 

 

 

NET ASSETS

   $ 328,115,991  
  

 

 

 

Net Asset Value Per Share—1 billion shares of capital stock authorized, $.001 par value

 

Class      Net Assets        Shares
Outstanding
       Net Asset
Value
 
A      $ 59,419,710          2,602,503        $ 22.83  
B      $  268,696,281          11,837,596        $  22.70  

 

 

 

(a)   Includes securities on loan with a value of $12,203,783 (see Note E).

See notes to financial statements.

 

6


INTERNATIONAL VALUE PORTFOLIO  
STATEMENT OF OPERATIONS  
Six Months Ended June 30, 2026 (unaudited)   AB Variable Products Series Fund

 

INVESTMENT INCOME

  

Dividends

  

Unaffiliated issuers (net of foreign taxes withheld of $507,545)

   $ 5,738,204  

Affiliated issuers

     119,276  

Securities lending income, net

     10,193  
  

 

 

 
     5,867,673  
  

 

 

 

EXPENSES

  

Advisory fee (see Note B)

     1,222,443  

Distribution fee—Class B

     334,885  

Transfer agency—Class A

     572  

Transfer agency—Class B

     2,637  

Custody and accounting

     54,558  

Administrative

     47,779  

Printing

     37,076  

Audit and tax

     29,275  

Legal

     24,076  

Directors’ fees

     9,681  

Miscellaneous

     15,941  
  

 

 

 

Total expenses

     1,778,923  

Less: expenses waived and reimbursed by the Adviser (see Notes B & E)

     (9,303
  

 

 

 

Net expenses

     1,769,620  
  

 

 

 

Net investment income

     4,098,053  
  

 

 

 

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS

  

Net realized gain (loss) on:

  

Investment transactions

     18,152,404  

Forward currency exchange contracts

     1,969,644  

Foreign currency transactions

     (93,719

Net change in unrealized appreciation (depreciation) of:

 

Investments

     5,399,183  

Forward currency exchange contracts

     (1,234,826

Foreign currency denominated assets and liabilities

     (36,676
  

 

 

 

Net gain on investment and foreign currency transactions

     24,156,010  
  

 

 

 

NET INCREASE IN NET ASSETS FROM OPERATIONS

   $ 28,254,063  
  

 

 

 

 

 

See notes to financial statements.

 

7


 
INTERNATIONAL VALUE PORTFOLIO  
STATEMENT OF CHANGES IN NET ASSETS   AB Variable Products Series Fund

 

     Six Months Ended
June 30, 2026
(unaudited)
    Year Ended
December 31,
2025
 

INCREASE IN NET ASSETS FROM OPERATIONS

    

Net investment income

   $ 4,098,053     $ 5,324,698  

Net realized gain on investment and foreign currency transactions

     20,028,329       44,208,851  

Net change in unrealized appreciation (depreciation) of investments and foreign currency denominated assets and liabilities

     4,127,681       50,395,598  

Contributions from affiliates (see Note B)

     –0 –      26,405  
  

 

 

   

 

 

 

Net increase in net assets from operations

     28,254,063       99,955,552  

Distributions to Shareholders

    

Class A

     –0 –      (1,334,003

Class B

     –0 –      (5,513,961

CAPITAL STOCK TRANSACTIONS

    

Net decrease

     (19,759,157     (27,613,168
  

 

 

   

 

 

 

Total increase

     8,494,906       65,494,420  

NET ASSETS

    

Beginning of period

     319,621,085       254,126,665  
  

 

 

   

 

 

 

End of period

   $ 328,115,991     $ 319,621,085  
  

 

 

   

 

 

 

 

 

See notes to financial statements.

 

8


INTERNATIONAL VALUE PORTFOLIO  
NOTES TO FINANCIAL STATEMENTS  
June 30, 2026 (unaudited)   AB Variable Products Series Fund

 

NOTE A: Significant Accounting Policies

The AB International Value Portfolio (the “Portfolio”) is a series of AB Variable Products Series Fund, Inc. (the “Fund”). The Portfolio’s investment objective is long-term growth of capital. The Portfolio is diversified as defined under the Investment Company Act of 1940 (the “1940 Act”). The Fund was incorporated in the State of Maryland as an open-end series investment company. The Fund offers eight separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

The Portfolio offers and sells its shares only to separate accounts of certain life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Sales are made without a sales charge at the Portfolio’s net asset value per share.

The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”), which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The Portfolio is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Portfolio securities are valued 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 and under the oversight of the Fund’s Board of Directors (the “Board”). Pursuant to these procedures, AllianceBernstein L.P. (the “Adviser”) serves as the Portfolio’s valuation designee pursuant to Rule 2a-5 of the 1940 Act. In this capacity, the Adviser is responsible, among other things, for making all fair value determinations relating to the Portfolio’s portfolio investments, subject to the Board’s oversight.

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed options are generally valued using market-based inputs, such as last traded prices, closing bid and ask prices, or settlement prices, as applicable; over-the-counter (“OTC”) options, including flexible exchange-traded options (“Flex Options”), are typically valued at transaction price on the trade date and thereafter valued using models that consider the terms of the option and/or relevant market inputs, as applicable; open futures are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. Government securities and any other debt instruments having 60 days or less remaining until maturity are generally valued at market by an independent pricing vendor, if a market price is available. If a market price is not available, the securities are valued at amortized cost. This methodology is commonly used for short-term securities that have an original maturity of 60 days or less, as well as short-term securities that had an original term to maturity that exceeded 60 days. In instances when amortized cost is utilized, the Valuation Committee (the “Committee”) must reasonably conclude that the utilization of amortized cost is approximately the same as the fair value of the security. Factors the Committee will consider include, but are not limited to, an impairment of the creditworthiness of the issuer or material changes in interest rates. Fixed-income securities, including mortgage-backed and asset-backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker-dealers. In cases where broker-dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Open-end mutual funds are valued at the closing net asset value per share, while exchange-traded funds are valued at the closing market price per share.

 

9


INTERNATIONAL VALUE PORTFOLIO  
NOTES TO FINANCIAL STATEMENTS  
(continued)   AB Variable Products Series Fund

 

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value as deemed appropriate by the Adviser. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Portfolio may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Portfolio values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. To account for this, the Portfolio generally values many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability (including those valued based on their market values as described in Note A.1 above). Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Portfolio. Unobservable inputs reflect the Portfolio’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

 

   

Level 1—quoted prices in active markets for identical investments

   

Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

   

Level 3—significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The fair value of debt instruments, such as bonds, and over-the-counter derivatives is generally based on market price quotations, recently executed market transactions (where observable) or industry recognized modeling techniques and are generally classified as Level 2. Pricing vendor inputs to Level 2 valuations may include quoted prices for similar investments in active markets, interest rate curves, coupon rates, currency rates, yield curves, option adjusted spreads, default rates, credit spreads and other unique security features in order to estimate the relevant cash flows which are then discounted to calculate fair values. If these inputs are unobservable and significant to the fair value, these investments will be classified as Level 3.

Where readily available market prices or relevant bid prices are not available for certain equity investments, such investments may be valued based on similar publicly traded investments, movements in relevant indices since last available prices or based upon underlying company fundamentals and comparable company data (such as multiples to earnings or other multiples to equity). Where an investment is valued using an observable input, such as another publicly traded security, the investment will be classified as Level 2. If management determines that an adjustment is appropriate based on restrictions on resale, illiquidity or uncertainty, and such adjustment is a significant component of the valuation, the investment will be classified as Level 3. An investment will also be classified as Level 3 where management uses company fundamentals and other significant inputs to determine the valuation.

 

10


    AB Variable Products Series Fund

 

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of June 30, 2026:

 

       Level 1      Level 2     Level 3      Total  

Investments in Securities:

            

Assets:

            

Common Stocks:

            

Financials

     $ –0 –     $ 76,643,888     $    –0 –     $ 76,643,888  

Industrials

       11,857,747        49,401,059       –0 –       61,258,806  

Health Care

       9,204,910        24,013,210       –0 –       33,218,120  

Consumer Discretionary

       3,442,357        26,249,234       –0 –       29,691,591  

Information Technology

       3,469,315        25,239,413       –0 –       28,708,728  

Consumer Staples

       4,783,146        18,237,782       –0 –       23,020,928  

Materials

       4,095,639        16,574,577       –0 –       20,670,216  

Communication Services

       2,371,526        16,309,971       –0 –       18,681,497  

Energy

       –0 –       14,257,369       –0 –       14,257,369  

Real Estate

       –0 –       8,433,300       –0 –       8,433,300  

Utilities

       –0 –       5,595,989       –0 –       5,595,989  

Short-Term Investments

       7,031,844        –0 –      –0 –       7,031,844  

Investments of Cash Collateral for Securities Loaned in Affiliated Money Market Fund

       52,850        –0 –      –0 –       52,850  
    

 

 

    

 

 

   

 

 

    

 

 

 

Total Investments in Securities

       46,309,334        280,955,792 (a)      –0 –       327,265,126  

Other Financial Instruments(b):

            

Assets:

            

Forward Currency Exchange Contracts

      
–0
– 
     1,307,245       –0 –       1,307,245  

Liabilities:

            

Forward Currency Exchange Contracts

       –0 –       (1,778,424     –0 –       (1,778,424
    

 

 

    

 

 

   

 

 

    

 

 

 

Total

     $ 46,309,334      $ 280,484,613     $ –0 –     $ 326,793,947  
    

 

 

    

 

 

   

 

 

    

 

 

 

 

(a)   A significant portion of the Portfolio’s foreign equity investments are categorized as Level 2 investments since they are valued using fair value prices based on third party vendor modeling tools to the extent available, see Note A.1

 

(b)   Other financial instruments include derivative instruments, such as futures, forwards and swaps. Derivative instruments are valued at the unrealized appreciation (depreciation) on the instrument. Other financial instruments may also include swaps with upfront premiums, written options and written swaptions which are valued at market value.

3. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and ask prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Portfolio’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of foreign currency denominated assets and liabilities.

4. Taxes

It is the Portfolio’s policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

 

11


INTERNATIONAL VALUE PORTFOLIO  
NOTES TO FINANCIAL STATEMENTS  
(continued)   AB Variable Products Series Fund

 

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Portfolio’s tax positions taken or expected to be taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

5. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Portfolio is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date the securities are purchased or sold. Investment gains or losses are determined on the identified cost basis. Non-cash dividends, if any, are recorded on the ex-dividend date at the fair value of the securities received. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income. The Portfolio accounts for distributions received from real estate investment trust (“REIT”) investments or from regulated investment companies as dividend income, realized gain, or return of capital based on information provided by the REIT or the investment company.

6. Class Allocations

All income earned and expenses incurred by the Portfolio are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Portfolio represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged proportionately to each portfolio or based on other appropriate methods. Realized and unrealized gains and losses are allocated among the various share classes based on respective net assets.

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. GAAP. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

8. Cash and Cash Equivalents

Cash and short-term investments include cash on hand and short-term investments with maturities of less than one year when purchased.

9. Segment Information

The Portfolio represents a single operating segment. An operating segment is defined in U.S. GAAP as a component of a public entity that engages in business activities from which it may recognize revenues and incur expenses, has operating results that are regularly reviewed by the public entity’s chief operating decision maker (“CODM”) to make decisions about resources to be allocated to the segment and assess its performance, and has discrete financial information available. The Portfolio’s President is the CODM. The CODM monitors the operating results of the Portfolio as a whole and the pre-determined Portfolio’s long term investment strategy, which is executed by the portfolio management group. The qualitative and quantitative information contained within the financial statements is used by the CODM to assess the segment’s performance versus the Portfolio’s comparative benchmark and to make resource allocation decisions. Segment assets are reflected on the statement of assets and liabilities and segment expenses are listed on the statement of operations.

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .75% of the first $2.5 billion, .65% of the next $2.5 billion and .60% in excess of $5 billion, of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly. The Adviser has agreed to waive its fees and bear certain expenses to the extent necessary to limit total operating expenses on an annual basis (the “Expense Caps”) to 1.20% and 1.45% of daily average net assets for Class A and Class B shares, respectively. Effective May 9, 2025, the Adviser has voluntarily agreed to waive its fees and bear certain expenses to the extent necessary to limit total operating expenses on an annual basis to .90% and 1.15% of the daily average net assets for the Class A and Class B, respectively. Prior to May 9, 2025, the Adviser had voluntarily agreed to waive its fees and bear certain expenses to the extent necessary to limit total operating expenses on an annual basis to .92% and 1.17% of the daily average net assets for the Class A and Class B, respectively. For the six months ended June 30, 2026, there were no expenses waived by the Adviser.

On March 26, 2026, Equitable Holdings, Inc. (“Equitable”), the owner of the Adviser, entered into an Agreement and Plan of Merger (“Merger Agreement”), by and among Equitable, Corebridge Financial, Inc. (“Corebridge”) and various Core-

 

12


    AB Variable Products Series Fund

 

bridge subsidiaries. Equitable and Corebridge have agreed, subject to the terms and conditions of the Merger Agreement, to effect an all-stock merger transaction to combine their respective businesses into a newly-formed company (the “Transaction”). The closing of the Transaction may be deemed an “assignment” of the investment advisory agreement between the Portfolio and the Adviser. In order to ensure that the existing investment advisory services could continue uninterrupted, at a meeting held on May 5-7, 2026, the Boards of Directors/Trustees (the “Boards”) of the funds managed by the Adviser (the “AB Funds”), including the Portfolio, approved new investment advisory agreements with the Adviser, in connection with the Transaction. The Boards also agreed to call and hold a joint meeting of shareholders on August 3, 2026, for shareholders of each AB Fund to approve the new investment advisory agreement with the Adviser that would be effective after the closing of the Transaction. At the August 3, 2026 shareholder meeting, shareholders of the Portfolio approved the new investment advisory agreement.

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the six months ended June 30, 2026, the reimbursement for such services amounted to $47,779.

The Portfolio compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation retained by ABIS amounted to $1,063 for the six months ended June 30, 2026.

The Portfolio may invest in AB Government Money Market Portfolio which has a contractual annual advisory fee rate of .20% of the portfolio’s average daily net assets and bears its own expenses. Effective September 1, 2023, the Adviser has contractually agreed to waive .05% of the advisory fee of AB Government Money Market Portfolio (resulting in a net advisory fee of .15%) until August 31, 2024. In connection with the investment by the Fund in AB Government Money Market Portfolio, the Adviser has contractually agreed to waive its advisory fee from the Portfolio in an amount equal to the Fund’s pro rata share of the effective advisory fee of AB Government Money Market Portfolio, as borne indirectly by the Fund as an acquired fund fee and expense. For the six months ended June 30, 2026, such waiver amounted to $6,821.

A summary of the Portfolio’s transactions in AB mutual funds for the six months ended June 30, 2026 is as follows:

 

Portfolio

   Market Value
12/31/25
     Purchases
at Cost
     Sales
Proceeds
     Market Value
6/30/26
     Dividend
Income
(000)
 

AB Government Money Market Portfolio

   $ 13,750        41,023      $ 47,741      $ 7,032      $ 119  

AB Government Money Market Portfolio*

     10,195        25,398        35,540        53        2  
           

 

 

    

 

 

 

Total

            $ 7,085      $ 121  
           

 

 

    

 

 

 

 

*   Investments of cash collateral for securities lending transactions (see Note E).

During the year ended December 31, 2025, the Adviser reimbursed the Portfolio $26,405 for trading losses incurred due to a trade entry error.

NOTE C: Distribution Plan

The Portfolio has adopted a Distribution Plan (the “Plan”) for Class B shares pursuant to Rule 12b-1 under the 1940 Act. Under the Plan, the Portfolio pays distribution and servicing fees to AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, at an annual rate of up to .50% of the Portfolio’s average daily net assets attributable to Class B shares. The fees are accrued daily and paid monthly. The Board currently limits payments under the Plan to .25% of the Portfolio’s average daily net assets attributable to Class B shares. The Plan provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities.

The Portfolio is not obligated under the Plan to pay any distribution and servicing fees in excess of the amounts set forth above. The purpose of the payments to the Distributor under the Plan is to compensate the Distributor for its distribution services with respect to the sale of the Portfolio’s Class B shares. Since the Distributor’s compensation is not directly tied to its expenses, the amount of compensation received by it under the Plan during any year may be more or less than its actual expenses. For this reason, the Plan is characterized by the staff of the Securities and Exchange Commission as being of the “compensation” variety.

In the event that the Plan is terminated or not continued, no distribution or servicing fees (other than current amounts accrued but not yet paid) would be owed by the Portfolio to the Distributor.

 

13


INTERNATIONAL VALUE PORTFOLIO  
NOTES TO FINANCIAL STATEMENTS  
(continued)   AB Variable Products Series Fund

 

The Plan also provides that the Adviser may use its own resources to finance the distribution of the Portfolio’s shares.

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2026 were as follows:

 

     Purchases     Sales  

Investment securities (excluding U.S. government securities)

   $ 74,286,603     $ 82,035,941  

U.S. government securities

     –0 –      –0 – 

The cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes. Accordingly, gross unrealized appreciation and unrealized depreciation are as follows:

 

Gross unrealized appreciation

   $ 89,168,168  

Gross unrealized depreciation

     (9,660,966
  

 

 

 

Net unrealized appreciation

   $ 79,507,202  
  

 

 

 

1. Derivative Financial Instruments

The Portfolio may use derivatives in an effort to earn income and enhance returns, to replace more traditional direct investments, to obtain exposure to otherwise inaccessible markets (collectively, “investment purposes”), or to hedge or adjust the risk profile of its portfolio.

The principal type of derivative utilized by the Portfolio, as well as the methods in which they may be used are:

 

   

Forward Currency Exchange Contracts

The Portfolio may enter into forward currency exchange contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign portfolio holdings, to hedge certain firm purchase and sale commitments denominated in foreign currencies and for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”.

A forward currency exchange contract is a commitment to purchase or sell a foreign currency at a future date at a negotiated forward rate. The gain or loss arising from the difference between the original contract and the closing of such contract would be included in net realized gain or loss on forward currency exchange contracts. Fluctuations in the value of open forward currency exchange contracts are recorded for financial reporting purposes as unrealized appreciation and/or depreciation by the Portfolio. Risks may arise from the potential inability of a counterparty to meet the terms of a contract and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar.

During the six months ended June 30, 2026, the Portfolio held forward currency exchange contracts for hedging purposes.

The Portfolio typically enters into International Swaps and Derivatives Association, Inc. Master Agreements (“ISDA Master Agreement”) with its OTC derivative contract counterparties in order to, among other things, reduce its credit risk to OTC counterparties. ISDA Master Agreements include provisions for general obligations, representations, collateral and events of default or termination. Under an ISDA Master Agreement, the Portfolio typically may offset with the OTC counterparty certain derivative financial instruments’ payables and/or receivables with collateral held and/or posted and create one single net payment (close-out netting) in the event of default or termination. In the event of a default by an OTC counterparty, the return of collateral with market value in excess of the Portfolio’s net liability, held by the defaulting party, may be delayed or denied.

The Portfolio’s ISDA Master Agreements may contain provisions for early termination of OTC derivative transactions in the event the net assets of the Portfolio decline below specific levels (“net asset contingent features”). If these levels are triggered, the Portfolio’s OTC counterparty has the right to terminate such transaction and require the Portfolio to pay or receive a settlement amount in connection with the terminated transaction. If OTC derivatives were held at period end, please refer to netting arrangements by the OTC counterparty table below for additional details.

 

14


    AB Variable Products Series Fund

 

During the six months ended June 30, 2026, the Portfolio had entered into the following derivatives:

 

   

Asset Derivatives

   

Liability Derivatives

 

Derivative Type

 

Statement of
Assets and Liabilities
Location

  Fair Value    

Statement of
Assets and Liabilities
Location

  Fair Value  

Foreign currency contracts

  Unrealized appreciation on forward currency exchange contracts   $ 1,307,245     Unrealized depreciation on forward currency exchange contracts   $ 1,778,424  
   

 

 

     

 

 

 

Total

    $ 1,307,245       $ 1,778,424  
   

 

 

     

 

 

 

 

Derivative Type

  

Location of Gain or (Loss) on Derivatives
Within Statement of Operations

   Realized Gain or
(Loss) on
Derivatives
     Change in Unrealized
Appreciation or
(Depreciation)
 

Foreign currency contracts

   Net realized gain (loss) on forward currency exchange contracts; Net change in unrealized appreciation (depreciation) of forward currency exchange contracts    $ 1,969,644      $ (1,234,826
     

 

 

    

 

 

 

Total

      $ 1,969,644      $ (1,234,826
     

 

 

    

 

 

 

The following table represents the average monthly volume of the Portfolio’s derivative transactions during the six months ended June 30, 2026:

 

Forward Currency Exchange Contracts:

  

Average principal amount of buy contracts

   $ 101,051,951  

Average principal amount of sale contracts

   $ 81,784,977  

For financial reporting purposes, the Portfolio does not offset derivative assets and derivative liabilities that are subject to netting arrangements in the statement of assets and liabilities.

All OTC derivatives held at period end were subject to netting arrangements. The following table presents the Portfolio’s derivative assets and liabilities by OTC counterparty net of amounts available for offset under ISDA Master Agreements (“MA”) and net of the related collateral received/pledged by the Portfolio as of June 30, 2026. Exchange-traded derivatives and centrally cleared swaps are not subject to netting arrangements and as such are excluded from the table.

 

Counterparty

   Derivative Assets
Subject To a MA
     Derivatives
Available for
Offset
    Cash Collateral
Received*
    Security Collateral
Received*
    Net Amount of
Derivative

Assets
 

Bank of America NA

   $ 231,690      $ (27,414   $    –0 –    $    –0 –    $ 204,276  

Barclays Capital, Inc.

     80,181        (25,853     –0 –      –0 –      54,328  

Citibank NA

     290,248        (290,248     –0 –      –0 –      –0 – 

Goldman Sachs Bank USA

     41,389        (20,787     –0 –      –0 –      20,602  

HSBC Bank USA

     214,458        (70,816     –0 –      –0 –      143,642  

Morgan Stanley Bank NA

     373,616        (373,616     –0 –      –0 –      –0 – 

Standard Chartered Bank

     11,677        –0 –      –0 –      –0 –      11,677  

State Street Bank & Trust Co.

     3,221        (3,221     –0 –      –0 –      –0 – 

UBS

     60,765        (54,996     –0 –      –0 –      5,769  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Total

   $ 1,307,245      $ (866,951   $ –0 –    $ –0 –    $ 440,294
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

 

15


INTERNATIONAL VALUE PORTFOLIO

 

NOTES TO FINANCIAL STATEMENTS

 

(continued)

  AB Variable Products Series Fund

 

Counterparty

   Derivative Liabilities
Subject To a MA
     Derivatives
Available
for Offset
    Cash Collateral
Pledged*
    Security Collateral
Pledged*
    Net Amount of
Derivative
Liabilities
 

Bank of America NA

   $ 27,414      $ (27,414   $    –0 –    $    –0 –    $ –0 – 

Barclays Capital, Inc.

     25,853        (25,853     –0 –      –0 –      –0 – 

Citibank NA

     521,065        (290,248     –0 –      –0 –      230,817  

Deutsche Bank AG

     13,071        –0 –      –0 –      –0 –      13,071  

Goldman Sachs Bank USA

     20,787        (20,787     –0 –      –0 –      –0 – 

HSBC Bank USA

     70,816        (70,816     –0 –      –0 –      –0 – 

JPMorgan Chase Bank

     72,800        –0 –      –0 –      –0 –      72,800  

Morgan Stanley Bank NA

     936,931        (373,616     –0 –      –0 –      563,315  

State Street Bank & Trust Co.

     34,691        (3,221     –0 –      –0 –      31,470  

UBS

     54,996        (54,996     –0 –      –0 –      –0 – 
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Total

   $ 1,778,424      $ (866,951   $ –0 –    $ –0 –    $ 911,473
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

 

*   The actual collateral received/pledged may be more than the amount reported due to over-collateralization.

 

^   Net amount represents the net receivable/payable that would be due from/to the counterparty in the event of default or termination. The net amount from OTC financial derivative instruments can only be netted across transactions governed under the same master agreement with the same counterparty.

2. Currency Transactions

The Portfolio may invest in non-U.S. Dollar-denominated securities on a currency hedged or unhedged basis. The Portfolio may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and other options. The Portfolio may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Portfolio and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Portfolio may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

NOTE E: Securities Lending

The Portfolio may enter into securities lending transactions. Under the Portfolio’s securities lending program, all loans of securities will be collateralized continually by cash collateral and/or non-cash collateral. Non-cash collateral will include only securities issued or guaranteed by the U.S. government or its agencies or instrumentalities. If the Portfolio cannot sell or repledge any non-cash collateral, such collateral will not be reflected in the portfolio of investments. If a loan is collateralized by cash, the Portfolio will be compensated for the loan from a portion of the net return from the income earned on cash collateral after a rebate is paid to the borrower (in some cases, this rebate may be a “negative rebate” or fee paid by the borrower to the Portfolio in connection with the loan), and payments are made for fees of the securities lending agent and for certain other administrative expenses. If the Portfolio receives non-cash collateral, the Portfolio will receive a fee from the borrower generally equal to a negotiated percentage of the market value of the loaned securities. The Portfolio will have the right to call a loan and obtain the securities loaned at any time on notice to the borrower within the normal and customary settlement time for the securities. While the securities are on loan, the borrower is obligated to pay the Portfolio amounts equal to any dividend income or other distributions from the securities; however, these distributions will not be afforded the same preferential tax treatment as qualified dividends. The Portfolio will not be able to exercise voting rights with respect to any securities during the existence of a loan, but will have the right to regain ownership of loaned securities in order to exercise voting or other ownership rights. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent currently invests the cash collateral received in AB Government Money Market Portfolio, an eligible money market vehicle, in accordance with the investment restrictions of the Portfolio, and as approved by the Board. The collateral received on securities loaned is recorded as an asset as well as a corresponding liability in the statement of assets and liabilities. The collateral will be adjusted the next business day to maintain the required collateral amount. The amounts of securities lending income from the borrowers and AB Government Money Market Portfolio are reflected in the statement of operations. When the Portfolio earns net securities lending income from AB Government Money Market Portfolio, the income is inclusive of a rebate expense paid to the borrower. In connection with the cash collateral investment by the Portfolio in AB Government Money Market Portfolio, the Adviser has

 

16


    AB Variable Products Series Fund

 

agreed to waive a portion of the Portfolio’s share of the advisory fees of AB Government Money Market Portfolio, as borne indirectly by the Portfolio as an acquired fund fee and expense. When the Portfolio lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. A principal risk of lending portfolio securities is that the borrower may fail to return the loaned securities upon termination of the loan and that the collateral will not be sufficient to replace the loaned securities. The lending agent has agreed to indemnify the Portfolio in the case of default of any securities borrower.

A summary of the Portfolio’s transactions surrounding securities lending for the six months ended June 30, 2026 is as follows:

 

                       

AB Government Money Market
Portfolio

 

Market Value of

Securities
on Loan*

   

Cash Collateral*

   

Market Value of

Non-Cash
Collateral*

   

Income from
Borrowers

   

Income
Earned

   

Advisory Fee
Waived

 
$ 12,203,783     $ 52,850     $ 12,891,157     $ 8,186     $ 2,007     $ 2,482  

 

*   As of June 30, 2026.

NOTE F: Capital Stock

Each class consists of 500,000,000 authorized shares. Transactions in capital shares for each class were as follows:

 

    SHARES           AMOUNT  
    Six Months Ended
June 30, 2026
(unaudited)
    Year Ended
December 31,
2025
          Six Months Ended
June 30, 2026
(unaudited)
    Year Ended
December 31,
2025
 

Class A

 

Shares sold

    152,015       295,375       $ 3,379,760     $ 5,377,201  

Shares issued in reinvestment of dividends

    –0 –      66,616         –0 –      1,334,003  

Shares redeemed

    (290,817     (645,127       (6,436,223     (12,027,025
 

 

 

   

 

 

     

 

 

   

 

 

 

Net decrease

    (138,802     (283,136     $ (3,056,463   $ (5,315,821
 

 

 

   

 

 

     

 

 

   

 

 

 

Class B

 

Shares sold

    386,350       1,384,137       $ 8,569,602     $ 24,902,578  

Shares issued on reinvestment of dividends

    –0 –      276,130         –0 –      5,513,961  

Shares redeemed

    (1,145,380     (2,905,289       (25,272,296     (52,713,886
 

 

 

   

 

 

     

 

 

   

 

 

 

Net decrease

    (759,030     (1,245,022     $ (16,702,694   $ (22,297,347
 

 

 

   

 

 

     

 

 

   

 

 

 

At June 30 2026, certain shareholders of the Portfolio owned 54% in aggregate of the Portfolio’s outstanding shares. Significant transactions by such shareholders, if any, may impact the Portfolio’s performance.

NOTE G: Risks Involved in Investing in the Portfolio

Market Risk—The value of the Portfolio’s assets will fluctuate as the market or markets in which the Portfolio invests fluctuate. The value of the Portfolio’s investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other local, regional or global events, including public health crises (including the occurrence of a contagious disease or illness), terrorism, war, changing interest rate levels, the imposition of new or additional tariffs, or conflicts, any of which can affect large portions of the securities markets. It includes the risk that a particular style of investing may underperform the market generally.

Foreign (Non-U.S.) Risk—Investments in securities of non-U.S. issuers may involve more risk than those of U.S. issuers. These securities may fluctuate more widely in price and may be more difficult to trade due to adverse market, economic, political, regulatory or other factors. In addition, the value of the Fund’s investments may decline because of factors such as unfavorable or unsuccessful government actions, reduction in government or central bank support, economic sanctions and tariffs and potential responses to those sanctions and tariffs.

Emerging Market Risk—Investments in emerging market countries may involve more risks than investments in other foreign countries because the markets are less developed, less liquid and are subject to increased potential for market manipulation, and increased economic, political, regulatory or other uncertainties.

 

17


INTERNATIONAL VALUE PORTFOLIO

 

NOTES TO FINANCIAL STATEMENTS

 

(continued)

  AB Variable Products Series Fund

 

Currency Risk—Fluctuations in currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce its returns.

Derivatives Risk—Derivatives may be difficult to price or unwind and leveraged so that small changes may produce disproportionate losses for the Portfolio. A short position in a derivative instrument involves the risk of a theoretically unlimited increase in the value of the underlying asset, reference rate or index, which could cause the Portfolio to suffer a potentially unlimited loss. Derivatives, especially over-the-counter derivatives, are also subject to counterparty risk, which is the risk that the counterparty (the party on the other side of the transaction) on a derivative transaction will be unable or unwilling to honor its contractual obligations to the Portfolio.

Leverage Risk—When the Portfolio borrows money or otherwise leverages its investments, its performance may be volatile because leverage tends to exaggerate the effect of any increase or decrease in the value of the Portfolio’s investments. The Portfolio may create leverage through the use of reverse repurchase arrangements, forward currency exchange contracts, forward commitments, dollar rolls or futures or by borrowing money. The use of other types of derivative instruments by the Portfolio, such as options and swaps, may also result in a form of leverage. Leverage may result in higher returns to the Portfolio than if the Portfolio were not leveraged, but may also adversely affect returns, particularly if the market is declining.

Indemnification Risk—In the ordinary course of business, the Portfolio enters into contracts that contain a variety of indemnifications. The Portfolio’s maximum exposure under these arrangements is unknown. However, the Portfolio has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote. Therefore, the Portfolio has not accrued any liability in connection with these indemnification provisions.

Management Risk—The Portfolio is subject to management risk because it is an actively-managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions for the Portfolio, but there is no guarantee that its techniques will produce the intended results. Some of these techniques may incorporate, or rely upon, quantitative models, but there is no guarantee that these models will generate accurate forecasts, reduce risk or otherwise perform as expected.

NOTE H: Joint Credit Facility

A number of open-end mutual funds and ETFs managed by the Adviser, including the Fund, participate in a $380 million credit facility (the “ Facility”) intended to provide short-term financing related to redemptions and other short-term liquidity requirements. The Facility, which will expire on June 23, 2027, may be renewed for an additional term dependent upon the election of the participating funds and lenders. A commitment fee of 0.15% per annum of the Facility amount is paid by the participating funds. The portion of the commitment fee related to the ETFs is paid by the Adviser pursuant to the ETF’s unitary fee structure. The Fund did not utilize the Facility during the six months ended June 30, 2026.

NOTE I: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2026 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2025 and December 31, 2024 were as follows:

 

     2025      2024  

Distributions paid from:

     

Ordinary income

   $ 6,847,964      $ 6,345,990  
  

 

 

    

 

 

 

Total taxable distributions paid

   $ 6,847,964      $ 6,345,990  
  

 

 

    

 

 

 

 

18


    AB Variable Products Series Fund

 

As of December 31, 2025, the components of accumulated earnings (deficit) on a tax basis were as follows:

 

Undistributed ordinary income

   $ 17,092,276  

Undistributed capital gains

     25,861,973 (a) 

Unrealized appreciation (depreciation)

     72,195,519 (b) 
  

 

 

 

Total accumulated earnings (deficit)

   $ 115,149,768  
  

 

 

 

 

(a)   During the fiscal year, the Portfolio utilized $2,624,144 of capital loss carry forwards to offset current year net realized gains.

 

(b)   The differences between book-basis and tax-basis unrealized appreciation (depreciation) are attributable primarily to the recognition for tax purposes of unrealized gains (losses) on certain derivative instruments, the tax treatment of passive foreign investment companies (PFICs), and the tax deferral of losses on wash sales.

For tax purposes, net realized capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of December 31, 2025, the Portfolio did not have any capital loss carryforwards.

NOTE J: Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Fund’s financial statements through this date.

 

19


 
INTERNATIONAL VALUE PORTFOLIO  
FINANCIAL HIGHLIGHTS   AB Variable Products Series Fund

 

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

 

    CLASS A  
    Six Months
Ended
June 30, 2026
(unaudited)
    Year Ended December 31,  
    2025     2024     2023     2022     2021  

Net asset value, beginning of period

    $20.92       $15.12       $14.79       $12.95       $15.72       $14.45  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
           

Income From Investment Operations

           

Net investment income(a)(b)

    .30       .37       .35       .29       .44       .37  

Net realized and unrealized gain (loss) on investment and foreign currency transactions

    1.61       5.91       .40       1.67       (2.58     1.22  

Contributions from affiliates

    –0 –      .00 (c)      –0 –      –0 –      –0 –      –0 – 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease) in net asset value from operations

    1.91       6.28       .75       1.96       (2.14     1.59  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
           

Less: Dividends and Distributions

           

Dividends from net investment income

    –0 –      (.48     (.42     (.12     (.60     (.32

Return of Capital

    –0 –      –0 –      –0 –      –0 –      (.03     –0 – 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total dividends and distributions

    –0 –      (.48     (.42     (.12     (.63     (.32
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

    $22.83       $20.92       $15.12       $14.79       $12.95       $15.72  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
           

Total Return

           

Total investment return based on net asset value(d)(e)

    9.13     41.70     5.07     15.15     (13.61 )%      11.08
           

Ratios/Supplemental Data

           

Net assets, end of period (000’s omitted)

    $59,420       $57,342       $45,730       $44,286       $40,197       $45,175  

Ratio to average net assets of:

           

Expenses, net of waivers/reimbursements‡

    .88 %(f)      .90     .90     .90     .88     .90

Expenses, before waiver/reimbursements‡

    .89 %(f)      .92     .92     .90     .89     .90

Net investment income(b)

    2.72 %(f)      2.01     2.26     2.03     3.24     2.34

Portfolio turnover rate

    23     48     51     46     37     43
                                                 

 

 

 

See footnote summary on page 21.

 

20


    AB Variable Products Series Fund

 

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

 

    CLASS B  
    Six Months
Ended
June 30, 2026
(unaudited)
    Year Ended December 31,  
    2025     2024     2023     2022     2021  

Net asset value, beginning of period

    $20.82       $15.06       $14.71       $12.90       $15.62       $14.34  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
           

Income From Investment Operations

           

Net investment income(a)(b)

    .27       .32       .31       .26       .40       .32  

Net realized and unrealized gain (loss) on investment and foreign currency transactions

    1.61       5.88       .40       1.65       (2.56     1.23  

Contributions from affiliates

    –0 –      .00 (c)      –0 –      –0 –      –0 –      –0 – 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease) in net asset value from operations

    1.88       6.20       .71       1.91       (2.16     1.55  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
           

Less: Dividends and Distributions

           

Dividends from net investment income

    –0 –      (.44     (.36     (.10     (.53     (.27

Return of Capital

    –0 –      –0 –      –0 –      –0 –      (.03     –0 – 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total dividends and distributions

    –0 –      (.44     (.36     (.10     (.56     (.27
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

    $22.70       $20.82       $15.06       $14.71       $12.90       $15.62  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
           

Total Return

           

Total investment return based on net asset value(d)(e)

    9.03     41.27     4.81     14.83     (13.80 )%      10.86
           

Ratios/Supplemental Data

           

Net assets, end of period (000’s omitted)

    $268,696       $262,279       $208,397       $241,282       $223,060       $304,737  

Ratio to average net assets of:

           

Expenses, net of waivers/reimbursements‡

    1.13 %(f)      1.15     1.14     1.15     1.13     1.15

Expenses, before waiver/reimbursements‡

    1.14 %(f)      1.17     1.17     1.15     1.14     1.15

Net investment income(b)

    2.47 %(f)      1.76     2.04     1.80     2.98     2.08

Portfolio turnover rate

    23     48     51     46     37     43
                                                 

 

(a)   Based on average shares outstanding.

 

(b)   Net of expenses waived/reimbursed by the Adviser.

 

(c)   Amount is less than $.005.

 

(d)   Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Total investment return does not reflect (i) insurance company’s separate account related expense charges and (ii) the deductions of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares. Total investment return calculated for a period of less than one year is not annualized.

 

(e)   Includes the impact of proceeds received and credited to the Portfolio resulting from class action settlements, which enhanced the Portfolio’s performance for the years ended December 31, 2025, December 31, 2024 and December 31, 2022 by .12%, .01% and .01%, respectively.

 

(f)   Annualized.

See notes to financial statements.

 

21


 
 
INTERNATIONAL VALUE PORTFOLIO   AB Variable Products Series Fund

 

INFORMATION REGARDING THE REVIEW AND APPROVAL OF THE FUND’S PROPOSED NEW ADVISORY AGREEMENT AND INTERIM ADVISORY AGREEMENT IN THE CONTEXT OF A POTENTIAL ASSIGNMENT

As described in more detail in the Proxy Statement for AB Variable Products Series Fund, Inc. (the “Company”) dated June 23, 2026, the Board of the Company, at a meeting held in-person on May 5-7, 2026, approved a new advisory agreement with the Adviser (the “Proposed Agreement”) in respect of each fund organized as a series of the Company (the “Funds”), including AB International Value Portfolio (the “Fund”), in connection with an Agreement and Plan of Merger (the “Merger Agreement”) by and among Equitable Holdings, Inc. (“Equitable”) (the holder of a majority of the partnership interests in the Adviser and the indirect parent of AllianceBernstein Corporation, the general partner of the Adviser), Corebridge Financial, Inc. (“Corebridge”), and various Corebridge subsidiaries, pursuant to which Equitable and Corebridge have agreed, subject to the terms and conditions of the Merger Agreement, to effect an all-stock merger transaction to combine their respective businesses into a newly formed company. Because Equitable controls the Adviser, the Merger may result in an “assignment” (within the meaning of section 2(a)(4) of the Investment Company Act) of the current advisory agreement for the Company in respect of the Funds, including Fund, resulting in the automatic termination of such advisory agreement.

At the same meeting, the Board also considered and approved an interim advisory agreement with the Adviser (the “Interim Advisory Agreement”) for the Company in respect of the Funds, including the Fund, to be effective only in the event that stockholder approval of the Proposed Agreement had not been obtained as of the date of the Merger resulting in an “assignment” of the Adviser’s current advisory agreement and its automatic termination.

The stockholders of the Fund subsequently approved the Proposed Agreement at an annual meeting of stockholders called for the purpose of electing Directors and voting on the Proposed Agreement.

A discussion regarding the basis for the Boards’ approvals at the meeting held on May 5-7, 2026, is set forth below.

At a meeting of the Board held in-person on May 5-7, 2026, the Adviser presented its recommendation that the Board consider and approve the Proposed Agreement in respect of each Fund. The Current Agreement in respect of each Fund provides for automatic termination in the event of an assignment, and the closing of the transaction contemplated by the Merger Agreement may result in an assignment. The Proposed Agreement is being considered to take effect upon the closing, subject to stockholder approval. In connection with their approval of the Proposed Agreement in respect of each Fund, the Board considered its conclusions in connection with its most recent approval of the Current Agreement, in particular in cases where the last approval of the Current Agreement in respect of a Fund was relatively recent, including the Board’s general satisfaction with the nature and quality of services being provided and, as applicable, in the case of certain Funds, actions taken or to be taken in an effort to improve investment performance or reduce expense ratios. Also in connection with their approval of the Proposed Agreement, the Board considered a representation made to them at that time by the Adviser that there were no additional developments not already disclosed to the Board since their most recent approval of the Current Agreement in respect of a Fund that would be a material consideration to the Board in connection with their consideration of the Proposed Agreement, except for matters disclosed to the Board by the Adviser. The Directors considered the fact that the Proposed Agreement would have corresponding terms and conditions identical to those of the Current Agreement with the exception of the effective date and initial term under the Proposed Agreement.

The Directors considered their knowledge of the nature and quality of the services provided by the Adviser to each Fund gained from their experience as directors or trustees of the registered investment companies advised by the Adviser, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the Directors and its responsiveness, frankness and attention to concerns raised by the Directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the Funds. The Directors noted that they have four regular meetings each year, at each of which they review extensive materials and information from the Adviser, including information on the investment performance of each Fund.

The Directors also considered all factors they believed relevant, including the specific matters discussed below. During the course of their deliberations, the Directors evaluated, among other things, the reasonableness of the management fees of the Funds they oversee. The Directors did not identify any particular information that was all-important or controlling, and different Directors may have attributed different weights to the various factors. The Directors determined that the selection of the Adviser to manage the Funds, and the overall arrangements between the Funds and the Adviser, as provided in the Proposed Agreement, including the management fees, were fair and reasonable in light of the services performed under the

 

22


    AB Variable Products Series Fund

 

Current Agreement and to be performed under the Proposed Agreement, expenses incurred and to be incurred and such other matters as the Directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the Directors’ determinations included the following:

Nature, Extent and Quality of Services Provided

The Directors considered the scope and quality of services to be provided by the Adviser under the Proposed Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Funds. They also considered the information that had been provided to them by the Adviser concerning the anticipated implementation of the Merger Agreement and the Adviser’s representation that it did not anticipate that such implementation would affect the management or structure of the Adviser, have a material adverse effect on the Adviser, or adversely affect the quality of the services provided to the Funds by the Adviser and its affiliates. The Directors noted that the Adviser from time to time reviews each Fund’s investment strategies and from time to time proposes changes intended to improve the Fund’s relative or absolute performance for the Directors’ consideration. They also noted the professional experience and qualifications of each Fund’s portfolio management team and other senior personnel of the Adviser. The Directors also considered that the Proposed Agreement, similar to the Current Agreement, provides that the Funds will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services to the Funds by employees of the Adviser or its affiliates. Requests for these reimbursements are made on a quarterly basis and subject to approval by the Directors. Reimbursements, to the extent requested and paid, result in a higher rate of total compensation from the Funds to the Adviser than the fee rate stated in the Proposed Agreement. The Directors noted that the methodology to be used to determine the reimbursement amounts had been reviewed by an independent consultant at the request of the Directors. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Funds’ other service providers, also was considered. The Directors concluded that, overall, they were satisfied with the nature, extent and quality of services to be provided to each Fund under the Proposed Agreement.

Costs of Services to be Provided and Profitability

The Directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of each Fund to the Adviser for calendar years 2024 and 2025, as applicable, that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant at the request of the Directors. The Directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The Directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with a Fund, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Fund, as applicable. The Directors recognized that it is difficult to make comparisons of the profitability of the Proposed Agreement with the profitability of fund advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The Directors focused on the profitability of the Adviser’s relationship with each Fund before taxes and distribution expenses. The Directors noted that certain Funds, as applicable, were not profitable to the Adviser in one or more periods reviewed. The Directors concluded that the Adviser’s level of profitability from its relationship with the other Funds was not unreasonable.

Fall-Out Benefits

The Directors considered the other benefits to the Adviser and its affiliates from their relationships with the Funds and the money market fund advised by the Adviser in which the Funds invest, as applicable, including, but not limited to, as applicable, benefits relating to soft dollar arrangements (whereby investment advisers receive brokerage and research services from brokers that execute agency transactions for their clients) in the case of certain Funds; 12b-1 fees and sales charges received by the principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of the Class B shares of the Funds; brokerage commissions paid by certain Funds to brokers affiliated with the Adviser; and transfer agency fees paid by the Funds to a wholly owned subsidiary of the Adviser. The Directors recognized that the Adviser’s profitability would be somewhat lower, and that a Fund’s unprofitability to the Adviser would be exacerbated, without these benefits. The Directors understood that the Adviser also might derive reputational and other benefits from its association with the Funds.

Investment Results

In addition to the information reviewed by the Directors in connection with the Board meeting at which the Proposed Agreement was approved, the Directors receive detailed performance information for the Funds at each regular Board meeting during the year.

 

23


 
INTERNATIONAL VALUE PORTFOLIO  
(continued)   AB Variable Products Series Fund

 

The Board’s consideration of the Proposed Agreement was informed by their most recent approval of the Current Agreement, and, in the case of certain Funds, their discussion with the Adviser of the reasons for those Funds’ underperformance in certain periods. The Directors also reviewed updated performance information and, in some cases, discussed with the Adviser the reasons for changes in performance or continued underperformance. On the basis of this review, the Directors determined to continue to monitor the performance of certain Funds closely and concluded that the investment performance of each other Fund was acceptable.

Management Fees and Other Expenses

The Directors considered the management fee rate payable by each Fund to the Adviser and information prepared by an independent service provider (the “15(c) provider”) concerning management fee rates payable by other funds in the same category as the Fund. The Directors recognized that it is difficult to make comparisons of management fees because there are variations in the services that are included in the fees paid by other funds. The Directors compared each Fund’s contractual management fee rate with a peer group median, and where applicable, took into account the impact on the management fee rate of the administrative expense reimbursement paid to the Adviser in the latest fiscal year.

The Directors also considered the Adviser’s fee schedule for other clients utilizing investment strategies similar to those of each Fund. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and in a report from the Funds’ Senior Vice President and noted the differences between a Fund’s fee schedule, on the one hand, and the Adviser’s institutional fee schedule and the schedule of fees charged by the Adviser to any offshore funds and for services to any sub-advised funds utilizing investment strategies similar to those of the Fund, on the other, as applicable. The Directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the Directors and that they had previously discussed with the Adviser its policies in respect of such arrangements.

The Adviser reviewed with the Directors the significantly greater scope of the services it provides to each Fund relative to institutional, offshore fund and sub-advised fund clients, as applicable. In this regard, the Adviser noted, among other things, that, compared to institutional and offshore or sub-advisory accounts, each Fund, as applicable, (i) demands considerably more portfolio management, research and trading resources due to significantly higher daily cash flows; (ii) has more tax and regulatory restrictions and compliance obligations; (iii) must prepare and file or distribute regulatory and other communications about fund operations; and (iv) must provide shareholder servicing to retail investors. The Adviser also reviewed the greater legal risks presented by the large and changing population of Fund stockholders who may assert claims against the Adviser in individual or class actions, and the greater entrepreneurial risk in offering new fund products, which require substantial investment to launch, may not succeed, and generally must be priced to compete with larger, more established funds resulting in lack of profitability to the Adviser until a new fund achieves scale. In light of the substantial differences in services rendered by the Adviser to institutional, offshore fund and sub-advised fund clients as compared to the Funds, and the different risk profile, the Directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

In connection with their review of each Fund’s management fee, the Directors also considered the total expense ratio of the Fund in comparison to the medians for a peer group and a peer universe selected by the 15(c) provider. The Directors also considered the Adviser’s expense caps for certain Funds. The Directors view expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to a Fund by others.

The Board’s consideration of the Proposed Agreement was informed by their most recent approval of the Current Agreement, and, in the case of certain Funds, their discussion with the Adviser of the reasons for those Funds’ expense ratios in certain periods. On the basis of this review, the Directors concluded that each Fund’s expense ratio was acceptable.

Economies of Scale

The Directors noted that the management fee schedules for certain Funds do not contain breakpoints and that they had discussed their strong preference for breakpoints in advisory contracts with the Adviser. The Directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the Funds, and presentations from time to time by the Adviser concerning certain of its views on economies of scale. The Directors also had requested and received from the Adviser certain updates on economies of scale in advance of the Board meeting. The Directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The Directors noted that there is no established methodology for setting breakpoints that

 

24


    AB Variable Products Series Fund

 

give effect to the fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The Directors observed that in the mutual fund industry as a whole, as well as among funds similar to each Fund, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The Directors also noted that the advisory agreements for many funds do not have breakpoints at all.

The Directors informed the Adviser that they would monitor the asset levels of the Funds without breakpoints and their profitability to the Adviser and anticipated revisiting the question of breakpoints in the future if circumstances warrant doing so.

Interim Advisory Agreement

In approving the Interim Advisory Agreement, the Board with the assistance of independent counsel, considered similar factors to those considered in approving the Proposed Agreement. The Interim Advisory Agreement approved by the Board is identical to the Proposed Agreement, as well as the Current Agreement, in all material respects except for its proposed effective and termination dates and pro-visions intended to comply with the requirements of the relevant SEC rule, such as provisions requiring escrow of advisory fees. Under the Interim Advisory Agreement, the Adviser would continue to manage a Fund until a new advisory agreement was approved by stockholders or until the end of the 150-day period after termination of the Current Agreement, whichever would occur earlier. All fees earned by the Adviser under the Interim Advisory Agreement would be held in escrow pending stockholder approval of the Proposed Agreement. Upon approval of a new advisory agreement by stockholders, the escrowed management fees would be paid to the Adviser, and the Interim Advisory Agreement would terminate.

Information Regarding the Review and Approval of the Fund’s Current Advisory Agreement

The disinterested directors (the “directors”) of AB Variable Products Series Fund, Inc. (the “Company”) unanimously approved the continuance of the Company’s Advisory Agreement with the Adviser in respect of AB International Value Portfolio (the “Fund”) at a meeting held in-person on May 5-7, 2026 (the “Meeting”).

Prior to approval of the continuance of the Advisory Agreement, the directors had requested from the Adviser, and received and evaluated, extensive materials. They reviewed the proposed continuance of the Advisory Agreement with the Adviser and with experienced counsel who are independent of the Adviser, who advised on the relevant legal standards. The directors also reviewed additional materials, including comparative analytical data prepared by the Senior Vice President of the Fund. The directors also discussed the proposed continuance in private sessions with counsel.

The directors considered their knowledge of the nature and quality of the services provided by the Adviser to the Fund gained from their experience as directors or trustees of most of the registered investment companies advised by the Adviser, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the directors and its responsiveness, frankness and attention to concerns raised by the directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the AB Funds. The directors noted that they have four regular meetings each year, at each of which they review extensive materials and information from the Adviser, including information on the investment performance of the Fund.

The directors also considered all factors they believed relevant, including the specific matters discussed below. During the course of their deliberations, the directors evaluated, among other things, the reasonableness of the advisory fee. The directors did not identify any particular information that was all-important or controlling, and different directors may have attributed different weights to the various factors. The directors determined that the selection of the Adviser to manage the Fund and the overall arrangements between the Fund and the Adviser, as provided in the Advisory Agreement, including the advisory fee, were fair and reasonable in light of the services performed, expenses incurred and such other matters as the directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the directors’ determinations included the following:

Nature, Extent and Quality of Services Provided

The directors considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Fund. The directors noted that the Adviser from time to time reviews the Fund’s investment strategies and from time to time proposes changes intended to improve the Fund’s relative or absolute performance for the directors’ consideration. They also noted the professional experience and qualifications of the Fund’s portfolio management team and other

 

25


 
INTERNATIONAL VALUE PORTFOLIO  
(continued)   AB Variable Products Series Fund

 

senior personnel of the Adviser. The directors also considered that the Advisory Agreement provides that the Fund will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services to the Fund by employees of the Adviser or its affiliates. Requests for these reimbursements are made on a quarterly basis and subject to approval by the directors. Reimbursements, to the extent requested and paid, result in a higher rate of total compensation from the Fund to the Adviser than the fee rate stated in the Advisory Agreement. The directors noted that the methodology used to determine the reimbursement amounts had been reviewed by an independent consultant at the request of the directors. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Fund’s other service providers, also was considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Fund under the Advisory Agreement.

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of the Fund to the Adviser for calendar years 2024 and 2025 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant at the request of the directors. The directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Fund, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Fund. The directors recognized that it is difficult to make comparisons of the profitability of the Advisory Agreement with the profitability of fund advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability of the Adviser’s relationship with the Fund before taxes and distribution expenses. The directors concluded that the Adviser’s level of profitability from its relationship with the Fund was not unreasonable.

Fall-Out Benefits

The directors considered the other benefits to the Adviser and its affiliates from their relationships with the Fund and the money market fund advised by the Adviser in which the Fund invests, including, but not limited to, benefits relating to soft dollar arrangements (whereby investment advisers receive brokerage and research services from brokers that execute agency transactions for their clients); 12b-1 fees and sales charges received by the Fund’s principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of the Fund’s Class B shares; brokerage commissions paid by the Fund to brokers affiliated with the Adviser; and transfer agency fees paid by the Fund to a wholly owned subsidiary of the Adviser. The directors recognized that the Adviser’s profitability would be somewhat lower without these benefits. The directors understood that the Adviser also might derive reputational and other benefits from its association with the Fund.

Investment Results

In addition to the information reviewed by the directors in connection with the Meeting, the directors receive detailed performance information for the Fund at each regular Board meeting during the year.

At the Meeting, the directors reviewed performance information prepared by an independent service provider (the “15(c) service provider”), showing the performance of the Class A Shares of the Fund against a group of similar funds (“peer group”) and a larger group of similar funds (“peer universe”), each selected by the 15(c) service provider, and information prepared by the Adviser showing performance of the Class A Shares against a broad-based securities market index, in each case for the 1-, 3-, 5- and 10-year periods ended February 28, 2026 and (in the case of comparisons with the broad-based securities market index) for the period from inception. Based on their review, the directors concluded that the Fund’s investment performance was acceptable.

Advisory Fees and Other Expenses

The directors considered the advisory fee rate payable by the Fund to the Adviser and information prepared by the 15(c) service provider concerning advisory fee rates payable by other funds in the same category as the Fund. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds. The directors compared the Fund’s contractual effective advisory fee rate with a peer group median and noted that it was lower than the median. They also noted that the Adviser’s total rate of compensation, taking into account the administrative expense reimbursement paid to the Adviser in the latest fiscal year, was close to the median.

 

26


    AB Variable Products Series Fund

 

The directors also considered the Adviser’s fee schedule for other clients utilizing investment strategies similar to those of the Fund. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and in a report from the Fund’s Senior Vice President and noted the differences between the Fund’s fee schedule, on the one hand, and the Adviser’s institutional fee schedule, on the other. The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The directors also compared the advisory fee rate for the Fund with that for another fund advised by the Adviser utilizing similar investment strategies.

The Adviser reviewed with the directors the significantly greater scope of the services it provides to the Fund relative to institutional clients. In this regard, the Adviser noted, among other things, that, compared to institutional accounts, the Fund (i) demands considerably more portfolio management, research and trading resources due to significantly higher daily cash flows; (ii) has more tax and regulatory restrictions and compliance obligations; (iii) must prepare and file or distribute regulatory and other communications about fund operations; and (iv) must provide shareholder servicing to retail investors. The Adviser also reviewed the greater legal risks presented by the large and changing population of Fund shareholders who may assert claims against the Adviser in individual or class actions, and the greater entrepreneurial risk in offering new fund products, which require substantial investment to launch, may not succeed, and generally must be priced to compete with larger, more established funds resulting in lack of profitability to the Adviser until a new fund achieves scale. In light of the substantial differences in services rendered by the Adviser to institutional clients as compared to the Fund, and the different risk profile, the directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

In connection with their review of the Fund’s advisory fee, the directors also considered the total expense ratio of the Class A shares of the Fund in comparison to the medians for a peer group and a peer universe selected by the 15(c) service provider. The Class A expense ratio of the Fund was based on the Fund’s latest fiscal year and reflected the impact of the Adviser’s expense cap for the Fund, which had bee requested by the directors. The directors noted that it was likely that the expense ratios of some of the other funds in the Fund’s category were lowered by waivers or reimbursements by those funds’ investment advisers, which in some cases might be voluntary or temporary. The directors view expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to the Fund by others. The directors noted that the Fund’s expense ratio was above the median of a peer group and lower than the median of a peer universe. After reviewing and discussing the Adviser’s explanations of the reasons for this, the directors concluded that the Fund’s expense ratio was acceptable.

Economies of Scale

The directors noted that the advisory fee schedule for the Fund contains breakpoints that reduce the fee rates on assets above specified levels. The directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the AB Funds, and presentations from time to time by the Adviser concerning certain of its views on economies of scale. The directors also had requested and received from the Adviser certain updates on economies of scale in advance of the Meeting. The directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The directors noted that there is no established methodology for setting breakpoints that give effect to the fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The directors observed that in the mutual fund industry as a whole, as well as among funds similar to the Fund, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The directors also noted that the advisory agreements for many funds do not have breakpoints at all. Having taken these factors into account, the directors concluded that the Fund’s shareholders would benefit from a sharing of economies of scale in the event the Fund’s net assets exceed a breakpoint in the future.

 

27


VPS-IV-0152-0626


JUN 06.30.26

 

LOGO

 

SEMI-ANNUAL FINANCIAL STATEMENTS AND ADDITIONAL INFORMATION

AB VARIABLE PRODUCTS

SERIES FUND, INC.

 

+  

AB LARGE CAP GROWTH PORTFOLIO


 

 

 

Investment Products Offered

 

   

Are Not FDIC Insured

   

May Lose Value

   

Are Not Bank Guaranteed

AllianceBernstein Investments, Inc. (ABI) is the distributor of the AB family of mutual funds. ABI is a member of FINRA and is an affiliate of AllianceBernstein L.P., the Adviser of the funds.

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AB’s website at www.abfunds.com or go to the Securities and Exchange Commission’s (the “Commission”) website at www.sec.gov, or call AB at (800) 227 4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The Fund’s Form N-PORT reports are available on the Commission’s website at www.sec.gov.

The [A/B] logo and AllianceBernstein® are registered trademarks used by permission of the owner, AllianceBernstein L.P.


LARGE CAP GROWTH PORTFOLIO  
PORTFOLIO OF INVESTMENTS  
June 30, 2026 (unaudited)   AB Variable Products Series Fund

 

Company

  Shares     U.S. $ Value  
                                    

COMMON STOCKS–97.3%

   

INFORMATION TECHNOLOGY–40.0%

   

COMMUNICATIONS EQUIPMENT–0.6%

   

Motorola Solutions, Inc.

    15,650     $ 6,499,289  
   

 

 

 

IT SERVICES–0.8%

   

Shopify, Inc.–Class A(a)

    71,612       8,176,658  
   

 

 

 

SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–27.0%

   

Advanced Micro Devices, Inc.(a)

    14,913       8,663,111  

Applied Materials, Inc.

    23,443       16,949,289  

ASML Holding NV (REG)

    7,580       15,079,955  

Astera Labs, Inc.(a)

    16,620       8,027,792  

Broadcom, Inc.

    153,575       58,012,956  

KLA Corp.

    46,800       14,120,028  

NVIDIA Corp.

    525,629       105,173,107  

QUALCOMM, Inc.

    29,684       5,485,306  

Taiwan Semiconductor Manufacturing Co., Ltd. (Sponsored ADR)

    61,320       29,284,593  

Texas Instruments, Inc.

    65,186       19,429,991  
   

 

 

 
      280,226,128  
   

 

 

 

SOFTWARE–8.6%

   

AppLovin Corp.–Class A(a)

    17,357       8,942,847  

Cadence Design Systems, Inc.(a)

    43,845       16,455,905  

Manhattan Associates, Inc.(a)

    24,091       3,354,672  

Microsoft Corp.

    151,946       56,678,897  

Procore Technologies, Inc.(a)

    76,290       3,098,900  
   

 

 

 
      88,531,221  
   

 

 

 

TECHNOLOGY HARDWARE, STORAGE & PERIPHERALS–3.0%

   

Apple, Inc.

    108,190       31,305,858  
   

 

 

 
      414,739,154  
   

 

 

 

COMMUNICATION SERVICES–16.2%

   

ENTERTAINMENT–2.3%

   

Netflix, Inc.(a)

    331,510       23,669,814  
   

 

 

 

INTERACTIVE MEDIA & SERVICES–13.9%

   

Alphabet, Inc.–Class C

    264,034       93,291,133  

Meta Platforms, Inc.–Class A

    78,743       44,355,145  

Reddit, Inc.–Class A(a)

    39,280       6,818,222  
   

 

 

 
      144,464,500  
   

 

 

 
      168,134,314  
   

 

 

 

Company

  Shares     U.S. $ Value  
                                    

HEALTH CARE–12.3%

   

BIOTECHNOLOGY–1.6%

   

Argenx SE (ADR)(a)

    3,790     3,516,248  

Genmab A/S (Sponsored ADR)(a)

    105,277       2,891,959  

Vertex Pharmaceuticals, Inc.(a)

    20,365       10,115,907  
   

 

 

 
      16,524,114  
   

 

 

 

HEALTH CARE EQUIPMENT & SUPPLIES–3.1%

   

Dexcom, Inc.(a)

    91,680       6,174,648  

Edwards Lifesciences Corp.(a)

    38,080       3,444,717  

Intuitive Surgical, Inc.(a)

    32,893       13,080,888  

Stryker Corp.

    30,230       9,517,613  
   

 

 

 
      32,217,866  
   

 

 

 

HEALTH CARE PROVIDERS & SERVICES–2.0%

   

McKesson Corp.

    11,180       8,447,608  

UnitedHealth Group, Inc.

    30,630       12,730,747  
   

 

 

 
      21,178,355  
   

 

 

 

HEALTH CARE TECHNOLOGY–0.9%

   

Veeva Systems, Inc.–Class A(a)

    50,835       9,021,688  
   

 

 

 

LIFE SCIENCES TOOLS & SERVICES–1.4%

   

Mettler-Toledo International, Inc.(a)

    6,313       8,064,921  

Waters Corp.(a)

    18,236       6,839,229  
   

 

 

 
      14,904,150  
   

 

 

 

PHARMACEUTICALS–3.3%

   

Eli Lilly & Co.

    28,615       34,321,689  
   

 

 

 
      128,167,862  
   

 

 

 

CONSUMER DISCRETIONARY–9.2%

   

AUTOMOBILES–0.7%

   

Ferrari NV(b)

    18,548       6,905,235  
   

 

 

 

BROADLINE RETAIL–3.4%

   

Amazon.com, Inc.(a)

    148,937       35,497,645  
   

 

 

 

HOTELS, RESTAURANTS & LEISURE–1.6%

   

Cava Group, Inc.(a)

    57,810       4,536,929  

Chipotle Mexican Grill, Inc.(a)

    158,690       5,395,460  

Texas Roadhouse, Inc.

    33,980       6,565,955  
   

 

 

 
      16,498,344  
   

 

 

 

HOUSEHOLD DURABLES–0.4%

   

Garmin Ltd.

    19,930       4,734,172  
   

 

 

 

 

1


LARGE CAP GROWTH PORTFOLIO  
PORTFOLIO OF INVESTMENTS  
(continued)   AB Variable Products Series Fund

 

Company

  Shares     U.S. $ Value  
                                    

SPECIALTY RETAIL–3.1%

   

Home Depot, Inc. (The)

    49,694     $ 17,526,080  

TJX Cos., Inc. (The)

    95,390       14,451,585  
   

 

 

 
      31,977,665  
   

 

 

 
      95,613,061  
   

 

 

 

INDUSTRIALS–7.9%

   

AEROSPACE & DEFENSE–2.0%

   

General Electric Co.

    55,540       20,756,964  
   

 

 

 

BUILDING PRODUCTS–1.0%

   

Trane Technologies PLC

    14,760       7,249,522  

Trex Co., Inc.(a)

    64,364       3,220,774  
   

 

 

 
      10,470,296  
   

 

 

 

CONSTRUCTION & ENGINEERING–0.4%

   

Quanta Services, Inc.

    6,243       4,495,210  
   

 

 

 

ELECTRICAL EQUIPMENT–0.7%

   

Eaton Corp. PLC

    18,530       7,896,004  
   

 

 

 

GROUND TRANSPORTATION–0.9%

   

Saia, Inc.(a)

    21,330       8,983,343  
   

 

 

 

MACHINERY–0.6%

   

ITT, Inc.

    29,640       5,861,606  
   

 

 

 

PROFESSIONAL SERVICES–1.5%

   

Broadridge Financial Solutions, Inc.

    32,760       4,486,482  

Verisk Analytics, Inc.

    60,377       10,839,483  
   

 

 

 
      15,325,965  
   

 

 

 

TRADING COMPANIES & DISTRIBUTORS–0.8%

   

United Rentals, Inc.

    7,570       8,575,977  
   

 

 

 
      82,365,365  
   

 

 

 

FINANCIALS–5.8%

   

CAPITAL MARKETS–0.7%

   

Cboe Global Markets, Inc.

    29,799       7,231,323  
   

 

 

 

FINANCIAL SERVICES–4.4%

   

Toast, Inc.–Class A(a)

    155,950       4,338,529  

Visa, Inc.–Class A

    119,716       41,073,363  
   

 

 

 
      45,411,892  
   

 

 

 

INSURANCE—0.7%

   

Progressive Corp. (The)

    32,760       7,156,422  
   

 

 

 
      59,799,637  
   

 

 

 

CONSUMER STAPLES–4.8%

   

BEVERAGES–2.7%

   

Celsius Holdings, Inc.(a)(b)

    154,191       4,514,712  

Monster Beverage Corp.(a)

    247,215       23,762,306  
   

 

 

 
      28,277,018  
   

 

 

 

Company

  Shares     U.S. $ Value  
                                    

CONSUMER STAPLES DISTRIBUTION & RETAIL–2.1%

   

Costco Wholesale Corp.

    22,865     21,389,522  
   

 

 

 
      49,666,540  
   

 

 

 

MATERIALS–1.1%

   

CHEMICALS–1.1%

   

Sherwin-Williams Co. (The)

    34,511       11,882,827  
   

 

 

 

Total Common Stocks
(cost $488,653,375)

      1,010,368,760  
   

 

 

 

RIGHTS–0.0%

   

HEALTH CARE–0.0%

   

HEALTH CARE PROVIDERS & SERVICES–0.0%

   

ABIOMED, Inc. (CVR)(a)(c)(d)
(cost $11,601)

    11,373       28,717  
   

 

 

 

SHORT-TERM INVESTMENTS–2.8%

   

INVESTMENT COMPANIES–2.8%

   

AB Fixed Income Shares, Inc.–Government Money Market Portfolio–Class AB, 3.48%(e)(f)(g)
(cost $28,780,297)

    28,780,297       28,780,297  
   

 

 

 

TOTAL INVESTMENTS–100.1%
(cost $517,445,273)

      1,039,177,774  

Other assets less liabilities–(0.1)%

      (901,829
   

 

 

 

NET ASSETS–100.0%

    $ 1,038,275,945  
   

 

 

 

 

 

 

(a)   Non-income producing security.

 

(b)   Represents entire or partial securities out on loan. See Note E for securities lending information.

 

(c)   Fair valued by the Adviser.

 

(d)   Security in which significant unobservable inputs (Level 3) were used in determining fair value.

 

(e)   The rate shown represents the 7-day yield as of period end.

 

(f)   Affiliated investments.

 

(g)   To obtain a copy of the fund’s shareholder report, please go to the Securities and Exchange Commission’s website at www.sec.gov. Additionally, shareholder reports for AB funds can be obtained by calling AB at (800) 227-4618.

 

Glossary:

 

ADR—American Depositary Receipt

CVR—Contingent Value Rights

REG—Registered Shares

See notes to financial statements.

 

2


LARGE CAP GROWTH PORTFOLIO  
STATEMENT OF ASSETS & LIABILITIES  
June 30, 2026 (unaudited)   AB Variable Products Series Fund

 

ASSETS

 

Investments in securities, at value

  

Unaffiliated issuers (cost $488,664,976)

   $ 1,010,397,477 (a) 

Affiliated issuers (cost $28,780,297)

     28,780,297  

Cash

     12,181  

Receivable for investment securities sold

     847,266  

Receivable for capital stock sold

     465,453  

Unaffiliated dividends receivable

     145,820  

Affiliated dividends receivable

     25,591  

Receivable due from Adviser

     1,473  

Other assets

     4,504  
  

 

 

 

Total assets

     1,040,680,062  
  

 

 

 

LIABILITIES

  

Payable for investment securities purchased

     836,976  

Payable for capital stock redeemed

     764,558  

Advisory fee payable

     510,190  

Distribution fee payable

     132,611  

Administrative fee payable

     47,515  

Transfer Agent fee payable

     118  

Accrued expenses

     112,149  
  

 

 

 

Total liabilities

     2,404,117  
  

 

 

 

NET ASSETS

   $ 1,038,275,945  
  

 

 

 

COMPOSITION OF NET ASSETS

  

Capital stock, at par

   $ 11,781  

Additional paid-in capital

     430,563,236  

Distributable earnings

     607,700,928  
  

 

 

 

NET ASSETS

   $ 1,038,275,945  
  

 

 

 

Net Asset Value Per Share—1 billion shares of capital stock authorized, $.001 par value

 

Class      Net Assets        Shares
Outstanding
       Net Asset
Value
 
A      $  389,724,633          4,072,627        $  95.69  
B      $ 648,551,312          7,707,950        $ 84.14  

 

 

 

(a)   Includes securities on loan with a value of $10,828,288 (see Note E).

See notes to financial statements.

 

3


LARGE CAP GROWTH PORTFOLIO  
STATEMENT OF OPERATIONS  
Six Months Ended June 30, 2026 (unaudited)   AB Variable Products Series Fund

 

INVESTMENT INCOME

  

Dividends

  

Unaffiliated issuers (net of foreign taxes withheld of $43,849)

   $ 3,249,321  

Affiliated issuers

     260,066  

Interest

     92  

Securities lending income, net

     6,818  
  

 

 

 
     3,516,297  
  

 

 

 

EXPENSES

  

Advisory fee (see Note B)

     2,983,883  

Distribution fee—Class B

     771,609  

Transfer agency—Class A

     1,708  

Transfer agency—Class B

     2,796  

Administrative

     55,288  

Custody and accounting

     47,196  

Legal

     43,503  

Printing

     35,273  

Audit and tax

     20,621  

Directors’ fees

     13,074  

Miscellaneous

     14,468  
  

 

 

 

Total expenses

     3,989,419  

Less: expenses waived and reimbursed by the Adviser (see Notes B & E)

     (15,019
  

 

 

 

Net expenses

     3,974,400  
  

 

 

 

Net investment loss

     (458,103
  

 

 

 

REALIZED AND UNREALIZED GAIN ON INVESTMENT TRANSACTIONS

  

Net realized gain on investment transactions

     20,437,385  

Net change in unrealized appreciation (depreciation) of investments

     13,726,185  
  

 

 

 

Net gain on investment transactions

     34,163,570  
  

 

 

 

NET INCREASE IN NET ASSETS FROM OPERATIONS

   $ 33,705,467  
  

 

 

 

 

 

See notes to financial statements.

 

4


 
LARGE CAP GROWTH PORTFOLIO  
STATEMENT OF CHANGES IN NET ASSETS   AB Variable Products Series Fund

 

     Six Months Ended
June 30, 2026
(unaudited)
    Year Ended
December 31,
2025
 

INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS

 

Net investment loss

   $ (458,103   $ (2,170,785

Net realized gain on investment transactions

     20,437,385       68,686,399  

Net change in unrealized appreciation (depreciation) of investments

     13,726,185       52,647,743  
  

 

 

   

 

 

 

Net increase in net assets from operations

     33,705,467       119,163,357  

Distributions to Shareholders

    

Class A

     –0 –      (32,728,516

Class B

     –0 –      (56,400,976

CAPITAL STOCK TRANSACTIONS

 

Net increase (decrease)

     (10,911,840     33,955,120  
  

 

 

   

 

 

 

Total increase

     22,793,627       63,988,985  

NET ASSETS

 

Beginning of period

     1,015,482,318       951,493,333  
  

 

 

   

 

 

 

End of period

   $ 1,038,275,945     $ 1,015,482,318  
  

 

 

   

 

 

 

 

 

 

 

See notes to financial statements.

 

5


LARGE CAP GROWTH PORTFOLIO  
NOTES TO FINANCIAL STATEMENTS  
June 30, 2026 (unaudited)   AB Variable Products Series Fund

 

NOTE A: Significant Accounting Policies

The AB Large Cap Growth Portfolio (the “Portfolio”) is a series of AB Variable Products Series Fund, Inc. (the “Fund”). The Portfolio’s investment objective is long-term growth of capital. The Portfolio is diversified as defined under the Investment Company Act of 1940 (the “1940 Act”). The Fund was incorporated in the State of Maryland as an open-end series investment company. The Fund offers eight separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

The Portfolio offers and sells its shares only to separate accounts of certain life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Sales are made without a sales charge at the Portfolio’s net asset value per share.

The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”), which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The Portfolio is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Portfolio securities are valued 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 and under the oversight of the Fund’s Board of Directors (the “Board”). Pursuant to these procedures, AllianceBernstein L.P. (the “Adviser”) serves as the Portfolio’s valuation designee pursuant to Rule 2a-5 of the 1940 Act. In this capacity, the Adviser is responsible, among other things, for making all fair value determinations relating to the Portfolio’s portfolio investments, subject to the Board’s oversight.

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed options are generally valued using market-based inputs, such as last traded prices, closing bid and ask prices, or settlement prices, as applicable; over-the-counter (“OTC”) options, including flexible exchange-traded options (“Flex Options”), are typically valued at transaction price on the trade date and thereafter valued using models that consider the terms of the option and/or relevant market inputs, as applicable; open futures are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. Government securities and any other debt instruments having 60 days or less remaining until maturity are generally valued at market by an independent pricing vendor, if a market price is available. If a market price is not available, the securities are valued at amortized cost. This methodology is commonly used for short-term securities that have an original maturity of 60 days or less, as well as short-term securities that had an original term to maturity that exceeded 60 days. In instances when amortized cost is utilized, the Valuation Committee (the “Committee”) must reasonably conclude that the utilization of amortized cost is approximately the same as the fair value of the security. Factors the Committee will consider include, but are not limited to, an impairment of the creditworthiness of the issuer or material changes in interest rates. Fixed-income securities, including mortgage-backed and asset-backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker-dealers. In cases where broker-dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Open-end mutual funds are valued at the closing net asset value per share, while exchange-traded funds are valued at the closing market price per share.

 

6


    AB Variable Products Series Fund

 

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value as deemed appropriate by the Adviser. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Portfolio may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Portfolio values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. To account for this, the Portfolio generally values many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability (including those valued based on their market values as described in Note A.1 above). Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Portfolio. Unobservable inputs reflect the Portfolio’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

 

   

Level 1—quoted prices in active markets for identical investments

   

Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

   

Level 3—significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

Where readily available market prices or relevant bid prices are not available for certain equity investments, such investments may be valued based on similar publicly traded investments, movements in relevant indices since last available prices or based upon underlying company fundamentals and comparable company data (such as multiples to earnings or other multiples to equity). Where an investment is valued using an observable input, such as another publicly traded security, the investment will be classified as Level 2. If management determines that an adjustment is appropriate based on restrictions on resale, illiquidity or uncertainty, and such adjustment is a significant component of the valuation, the investment will be classified as Level 3. An investment will also be classified as Level 3 where management uses company fundamentals and other significant inputs to determine the valuation.

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of June 30, 2026:

 

       Level 1      Level 2      Level 3      Total  

Investments in Securities:

             

Assets:

             

Common Stocks(a)

     $ 1,010,368,760      $ –0 –     $ –0 –     $ 1,010,368,760  

Rights

       –0 –       –0 –       28,717        28,717  

Short-Term Investments

       28,780,297        –0 –       –0 –       28,780,297  
    

 

 

    

 

 

    

 

 

    

 

 

 

Total Investments in Securities

       1,039,149,057        –0 –       28,717        1,039,177,774  

Other Financial Instruments(b)

       –0 –       –0 –       –0 –       –0 – 
    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     $ 1,039,149,057      $    –0 –     $ 28,717      $ 1,039,177,774  
    

 

 

    

 

 

    

 

 

    

 

 

 

 

(a)   See Portfolio of Investments for sector classifications.

 

(b)   Other financial instruments include derivative instruments, such as futures, forwards and swaps. Derivative instruments are valued at the unrealized appreciation (depreciation) on the instrument. Other financial instruments may also include swaps with upfront premiums, written options and written swaptions which are valued at market value.

 

7


LARGE CAP GROWTH PORTFOLIO  
NOTES TO FINANCIAL STATEMENTS  
(continued)   AB Variable Products Series Fund

 

3. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and ask prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Portfolio’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of foreign currency denominated assets and liabilities.

4. Taxes

It is the Portfolio’s policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Portfolio’s tax positions taken or expected to be taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

5. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Portfolio is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date the securities are purchased or sold. Investment gains or losses are determined on the identified cost basis. Non-cash dividends, if any, are recorded on the ex-dividend date at the fair value of the securities received. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income. The Portfolio accounts for distributions received from real estate investment trust (“REIT”) investments or from regulated investment companies as dividend income, realized gain, or return of capital based on information provided by the REIT or the investment company.

6. Class Allocations

All income earned and expenses incurred by the Portfolio are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Portfolio represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged proportionately to each portfolio or based on other appropriate methods. Realized and unrealized gains and losses are allocated among the various share classes based on respective net assets.

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. GAAP. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

8. Cash and Short-Term Investments

Cash and short-term investments include cash on hand and short-term investments with maturities of less than one year when purchased.

9. Segment Information

The Portfolio represents a single operating segment. An operating segment is defined in U.S. GAAP as a component of a public entity that engages in business activities from which it may recognize revenues and incur expenses, has operating

 

8


    AB Variable Products Series Fund

 

results that are regularly reviewed by the public entity’s chief operating decision maker (“CODM”) to make decisions about resources to be allocated to the segment and assess its performance, and has discrete financial information available. The Portfolio’s President is the CODM. The CODM monitors the operating results of the Portfolio as a whole and the pre-determined Portfolio’s long term investment strategy, which is executed by the portfolio management group. The qualitative and quantitative information contained within the financial statements is used by the CODM to assess the segment’s performance versus the Portfolio’s comparative benchmark and to make resource allocation decisions. Segment assets are reflected on the statement of assets and liabilities and segment expenses are listed on the statement of operations.

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .60% of the first $2.5 billion, .50% of the next $2.5 billion and .45% in excess of $5 billion, of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly.

On March 26, 2026, Equitable Holdings, Inc. (“Equitable”), the owner of the Adviser, entered into an Agreement and Plan of Merger (“Merger Agreement”), by and among Equitable, Corebridge Financial, Inc. (“Corebridge”) and various Corebridge subsidiaries. Equitable and Corebridge have agreed, subject to the terms and conditions of the Merger Agreement, to effect an all-stock merger transaction to combine their respective businesses into a newly-formed company (the “Transaction”). The closing of the Transaction may be deemed an “assignment” of the investment advisory agreement between the Portfolio and the Adviser. In order to ensure that the existing investment advisory services could continue uninterrupted, at a meeting held on May 5-7, 2026, the Boards of Directors/Trustees (the “Boards”) of the funds managed by the Adviser (the “AB Funds”), including the Portfolio, approved new investment advisory agreements with the Adviser, in connection with the Transaction. The Boards also agreed to call and hold a joint meeting of shareholders on August 3, 2026, for shareholders of each AB Fund to approve the new investment advisory agreement with the Adviser that would be effective after the closing of the Transaction. At the August 3, 2026 shareholder meeting, shareholders of the Portfolio approved the new investment advisory agreement.

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the six months ended June 30, 2026, the reimbursement for such services amounted to $55,288.

The Portfolio compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation retained by ABIS amounted to $1,063 for the six months ended June 30, 2026.

The Portfolio may invest in AB Government Money Market Portfolio which has a contractual annual advisory fee rate of .20% of the portfolio’s average daily net assets and bears its own expenses. Effective September 1, 2023, the Adviser has contractually agreed to waive .05% of the advisory fee of AB Government Money Market Portfolio (resulting in a net advisory fee of .15%) until August 31, 2024. In connection with the investment by the Portfolio in AB Government Money Market Portfolio, the Adviser has contractually agreed to waive its advisory fee from the Portfolio in an amount equal to the Portfolio’s pro rata share of the effective advisory fee of AB Government Money Market Portfolio, as borne indirectly by the Portfolio as an acquired fund fee and expense. For the six months ended June 30, 2026, such waiver amounted to $14,823.

A summary of the Portfolio’s transactions in AB mutual funds for the six months ended June 30, 2026 is as follows:

 

Portfolio

   Market Value
12/31/25
(000)
    Purchases
at Cost
(000)
     Sales
Proceeds
(000)
     Market Value
6/30/26
(000)
    Dividend
Income
(000)
 

AB Government Money Market Portfolio

   $ 30,888     $ 60,288      $ 62,396      $ 28,780     $ 260  

AB Government Money Market Portfolio*

     –0 –      6,949        6,949        –0 –      0 ** 
          

 

 

   

 

 

 

Total

           $ 28,780     $ 260  
          

 

 

   

 

 

 

 

*   Investments of cash collateral for securities lending transactions (see Note E).
**   Amount is less than $500.

NOTE C: Distribution Plan

The Portfolio has adopted a Distribution Plan (the “Plan”) for Class B shares pursuant to Rule 12b-1 under the 1940 Act. Under the Plan, the Portfolio pays distribution and servicing fees to AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, at an annual rate of up to .50% of the Portfolio’s average daily net assets attribut-

 

9


LARGE CAP GROWTH PORTFOLIO  
NOTES TO FINANCIAL STATEMENTS  
(continued)   AB Variable Products Series Fund

 

able to Class B shares. The fees are accrued daily and paid monthly. The Board currently limits payments under the Plan to .25% of the Portfolio’s average daily net assets attributable to Class B shares. The Plan provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities.

The Portfolio is not obligated under the Plan to pay any distribution and servicing fees in excess of the amounts set forth above. The purpose of the payments to the Distributor under the Plan is to compensate the Distributor for its distribution services with respect to the sale of the Portfolio’s Class B shares. Since the Distributor’s compensation is not directly tied to its expenses, the amount of compensation received by it under the Plan during any year may be more or less than its actual expenses. For this reason, the Plan is characterized by the staff of the Securities and Exchange Commission as being of the “compensation” variety.

In the event that the Plan is terminated or not continued, no distribution or servicing fees (other than current amounts accrued but not yet paid) would be owed by the Portfolio to the Distributor.

The Plan also provides that the Adviser may use its own resources to finance the distribution of the Portfolio’s shares.

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2026 were as follows:

 

     Purchases     Sales  

Investment securities (excluding U.S. government securities)

   $ 123,414,594     $ 132,744,847  

U.S. government securities

     –0 –      –0 – 

The cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes. Accordingly, gross unrealized appreciation and unrealized depreciation are as follows:

 

Gross unrealized appreciation

   $ 539,659,284  

Gross unrealized depreciation

     (17,926,783
  

 

 

 

Net unrealized appreciation

   $ 521,732,501  
  

 

 

 

1. Derivative Financial Instruments

The Portfolio may use derivatives in an effort to earn income and enhance returns, to replace more traditional direct investments, to obtain exposure to otherwise inaccessible markets (collectively, “investment purposes”), or to hedge or adjust the risk profile of its portfolio.

The Portfolio did not engage in derivatives transactions for the six months ended June 30, 2026.

2. Currency Transactions

The Portfolio may invest in non-U.S. Dollar-denominated securities on a currency hedged or unhedged basis. The Portfolio may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and other options. The Portfolio may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Portfolio and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Portfolio may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

NOTE E: Securities Lending

The Portfolio may enter into securities lending transactions. Under the Portfolio’s securities lending program, all loans of securities will be collateralized continually by cash collateral and/or non-cash collateral. Non-cash collateral will include only securities issued or guaranteed by the U.S. government or its agencies or instrumentalities. If the Portfolio cannot sell or repledge any non-cash collateral, such collateral will not be reflected in the portfolio of investments. If a loan is collateralized by cash, the Portfolio will be compensated for the loan from a portion of the net return from the income earned on cash collateral after a rebate is paid to the borrower (in some cases, this rebate may be a “negative rebate” or fee paid by the borrower to the Portfolio in connection with the loan), and payments are made for fees of the securities lending agent and for certain other administrative expenses. If the Portfolio receives non-cash collateral, the Portfolio will receive a fee from the borrower generally equal to a negotiated percentage of the market value of the loaned securities. The Portfolio will have the

 

10


    AB Variable Products Series Fund

 

right to call a loan and obtain the securities loaned at any time on notice to the borrower within the normal and customary settlement time for the securities. While the securities are on loan, the borrower is obligated to pay the Portfolio amounts equal to any dividend income or other distributions from the securities; however, these distributions will not be afforded the same preferential tax treatment as qualified dividends. The Portfolio will not be able to exercise voting rights with respect to any securities during the existence of a loan, but will have the right to regain ownership of loaned securities in order to exercise voting or other ownership rights. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent currently invests the cash collateral received in AB Government Money Market Portfolio, an eligible money market vehicle, in accordance with the investment restrictions of the Portfolio, and as approved by the Board. The collateral received on securities loaned is recorded as an asset as well as a corresponding liability in the statement of assets and liabilities. The collateral will be adjusted the next business day to maintain the required collateral amount. The amounts of securities lending income from the borrowers and AB Government Money Market Portfolio are reflected in the statement of operations. When the Portfolio earns net securities lending income from AB Government Money Market Portfolio, the income is inclusive of a rebate expense paid to the borrower. In connection with the cash collateral investment by the Portfolio in AB Government Money Market Portfolio, the Adviser has agreed to waive a portion of the Portfolio’s share of the advisory fees of AB Government Money Market Portfolio, as borne indirectly by the Portfolio as an acquired fund fee and expense. When the Portfolio lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. A principal risk of lending portfolio securities is that the borrower may fail to return the loaned securities upon termination of the loan and that the collateral will not be sufficient to replace the loaned securities. The lending agent has agreed to indemnify the Portfolio in the case of default of any securities borrower.

A summary of the Portfolio’s transactions surrounding securities lending for the six months ended June 30, 2026 is as follows:

 

Market Value of
Securities

on Loan*

   

Cash Collateral*

   

Market Value of
Non-Cash
Collateral*

   

Income from
Borrowers

    AB Government Money
Market Portfolio
 
 

Income

Earned

   

Advisory Fee
Waived

 
$ 10,828,288     $ –0 –    $ 11,278,916     $ 6,745     $ 73     $ 196  

 

*   As of June 30, 2026.

NOTE F: Capital Stock

Each class consists of 500,000,000 authorized shares. Transactions in capital shares for each class were as follows:

 

    SHARES           AMOUNT  
    Six Months Ended
June 30, 2026

(unaudited)
    Year Ended
December 31,
2025
          Six Months Ended
June 30, 2026

(unaudited)
    Year Ended
December 31,
2025
 

Class A

 

Shares sold

    204,277       306,354       $ 18,717,779     $ 27,471,336  

Shares issued in reinvestment of dividends and distributions

    –0 –      368,150         –0 –      32,728,516  

Shares redeemed

    (352,445     (662,084       (32,419,540     (59,712,722
 

 

 

   

 

 

     

 

 

   

 

 

 

Net increase (decrease)

    (148,168     12,420       $ (13,701,761   $ 487,130  
 

 

 

   

 

 

     

 

 

   

 

 

 

Class B

 

Shares sold

    470,146       941,008       $ 37,709,172     $ 75,440,827  

Shares issued on reinvestment of distributions

    –0 –      719,951         –0 –      56,400,976  

Shares redeemed

    (431,325     (1,212,970       (34,919,251     (98,373,813
 

 

 

   

 

 

     

 

 

   

 

 

 

Net increase

    38,821       447,989       $ 2,789,921     $ 33,467,990  
 

 

 

   

 

 

     

 

 

   

 

 

 

At June 30, 2026, certain shareholders of the Portfolio owned 72% in aggregate of the Portfolio’s outstanding shares. Significant transactions by such shareholders, if any, may impact the Portfolio’s performance.

NOTE G: Risks Involved in Investing in the Portfolio

Market Risk—The value of the Portfolio’s assets will fluctuate as the market or markets in which the Portfolio invests fluctuate. The value of the Portfolio’s investments may decline, sometimes rapidly and unpredictably, simply because of

 

11


LARGE CAP GROWTH PORTFOLIO  
NOTES TO FINANCIAL STATEMENTS  
(continued)   AB Variable Products Series Fund

 

economic changes or other local, regional or global events, including public health crises (including the occurrence of a contagious disease or illness), terrorism, war, changing interest rate levels, the imposition of new or additional tariffs, or conflicts, any of which can affect large portions of the securities markets. It includes the risk that a particular style of investing may underperform the market generally.

Focused Portfolio Risk—Investments in a limited number of companies may have more risk because changes in the value of a single security may have a more significant effect, either negative or positive, on the Portfolio’s net asset value than would be the case if the Portfolio were invested in a larger number of companies.

Sector Risk—The Portfolio may have more risk than a more diversified portfolio because it may invest to a significant extent in one or more particular market sectors, such as the information technology sector. To the extent it does so, market or economic factors affecting the relevant sector(s) could have a major effect on the value of the Portfolio’s investments.

Foreign (Non-U.S.) Risk—Investments in securities of non-U.S. issuers may involve more risk than those of U.S. issuers. These securities may fluctuate more widely in price and may be more difficult to trade due to adverse market, economic, political, regulatory or other factors. In addition, the value of the Fund’s investments may decline because of factors such as unfavorable or unsuccessful government actions, reduction in government or central bank support, economic sanctions and tariffs and potential responses to those sanctions and tariffs.

Derivatives Risk—Derivatives may be difficult to price or unwind and leveraged so that small changes may produce disproportionate losses for the Portfolio. A short position in a derivative instrument involves the risk of a theoretically unlimited increase in the value of the underlying asset, reference rate or index, which could cause the Portfolio to suffer a potentially unlimited loss. Derivatives, especially over-the-counter derivatives, are also subject to counterparty risk, which is the risk that the counterparty (the party on the other side of the transaction) on a derivative transaction will be unable or unwilling to honor its contractual obligations to the Portfolio.

Indemnification Risk—In the ordinary course of business, the Portfolio enters into contracts that contain a variety of indemnifications. The Portfolio’s maximum exposure under these arrangements is unknown. However, the Portfolio has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote. Therefore, the Portfolio has not accrued any liability in connection with these indemnification provisions.

Management Risk—The Portfolio is subject to management risk because it is an actively-managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions for the Portfolio, but there is no guarantee that its techniques will produce the intended results. Some of these techniques may incorporate, or rely upon, quantitative models, but there is no guarantee that these models will generate accurate forecasts, reduce risk or otherwise perform as expected.

NOTE H: Joint Credit Facility

A number of open-end mutual funds and ETFs managed by the Adviser, including the Fund, participate in a $380 million credit facility (the “Facility”) intended to provide short-term financing related to redemptions and other short-term liquidity requirements. The Facility, which will expire on June 23, 2027, may be renewed for an additional term dependent upon the election of the participating funds and lenders. A commitment fee of 0.15% per annum of the Facility amount is paid by the participating funds. The portion of the commitment fee related to the ETFs is paid by the Adviser pursuant to the ETF’s unitary fee structure. The Fund did not utilize the Facility during the six months ended June 30, 2026.

 

12


    AB Variable Products Series Fund

 

NOTE I: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2026 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2025 and December 31, 2024 were as follows:

 

     2025     2024  

Distributions paid from:

    

Ordinary income

   $ –0 –    $ 199,068  

Net long-term capital gains

     89,129,492       37,991,973  
  

 

 

   

 

 

 

Total taxable distributions paid

   $ 89,129,492     $ 38,191,041  
  

 

 

   

 

 

 

As of December 31, 2025, the components of accumulated earnings (deficit) on a tax basis were as follows:

 

Undistributed capital gains

   $ 69,163,341  

Unrealized appreciation (depreciation)

     504,832,120 (a) 
  

 

 

 

Total accumulated earnings (deficit)

   $ 573,995,461  
  

 

 

 

 

(a)   The differences between book-basis and tax-basis unrealized appreciation (depreciation) is attributable primarily to the tax deferral of losses on wash sales.

For tax purposes, net realized capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of June 30 2026, the Portfolio did not have any capital loss carryforwards.

NOTE J: Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Portfolio’s financial statements through this date.

 

13


 
LARGE CAP GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS   AB Variable Products Series Fund

 

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

 

    CLASS A  
    Six Months
Ended
June 30, 2026
(unaudited)
    Year Ended December 31,  
    2025     2024     2023     2022     2021  

Net asset value, beginning of period

    $92.55       $89.31       $74.50       $58.90       $93.09       $77.09  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
           

Income From Investment Operations

           

Net investment income (loss)(a)(b)

    .03       (.07     (.04     .11       (.05     (.19

Net realized and unrealized gain (loss) on investment transactions

    3.11       11.47       18.41       20.12       (25.48     22.16  

Contributions from Affiliates

    –0 –      –0 –      –0 –      .00 (c)      –0 –      –0 – 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease) in net asset value from operations

    3.14       11.40       18.37       20.23       (25.53     21.97  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
           

Less: Dividends and Distributions

           

Dividends from net investment income

    –0 –      –0 –      (.05     –0 –      –0 –      –0 – 

Distributions from net realized gain on investment transactions

    –0 –      (8.16     (3.51     (4.63     (8.66     (5.97
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total dividends and distributions

    –0 –      (8.16     (3.56     (4.63     (8.66     (5.97
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

    $95.69       $92.55       $89.31       $74.50       $58.90       $93.09  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
           

Total Return

           

Total investment return based on net asset value(d)(e)

    3.39     13.13     25.26     35.13     (28.51 )%      28.98
           

Ratios/Supplemental Data

           

Net assets, end of period (000’s omitted)

    $389,725       $390,630       $375,852       $330,245       $260,596       $389,051  

Ratio to average net assets of:

           

Expenses, net of waivers/reimbursements(f)‡

    .64 %(g)      .65     .65     .65     .65     .65

Expenses, before waiver/reimbursements(f)‡

    .65 %(g)      .65     .65     .66     .65     .65

Net investment income (loss)(b)

    .06 %(g)      (.07 )%      (.04 )%      .17     (.07 )%      (.22 )% 

Portfolio turnover rate

    12     22     27     30     34     17
           

‡ Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying

  

portfolios

    .00 %(g)      .00     .00     .01     .00     .00

 

 

 

See footnote summary on page 15.

 

14


    AB Variable Products Series Fund

 

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

 

    CLASS B  
    Six Months
Ended
June 30, 2026

(unaudited)
    Year Ended December 31,  
    2025     2024     2023     2022     2021  

Net asset value, beginning of period

    $81.48       $79.72       $66.96       $53.45       $85.67       $71.51  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
           

Income From Investment Operations

           

Net investment loss(a)(b)

    (.07     (.26     (.22     (.05     (.20     (.37

Net realized and unrealized gain (loss) on investment transactions

    2.73       10.18       16.49       18.19       (23.36     20.50  

Contributions from Affiliates

    –0 –      –0 –      –0 –      .00 (c)      –0 –      –0 – 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease) in net asset value from operations

    2.66       9.92       16.27       18.14       (23.56     20.13  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
           

Less: Dividends

           

Dividends from net investment income

    –0 –      (8.16     (3.51     (4.63     (8.66     (5.97
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

    $84.14       $81.48       $79.72       $66.96       $53.45       $85.67  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
           

Total Return

           

Total investment return based on net asset value(d)(e)

    3.27     12.85     24.95     34.78     (28.69 )%      28.65
           

Ratios/Supplemental Data

           

Net assets, end of period (000’s omitted)

    $648,551       $624,852       $575,641       $443,248       $330,487       $490,111  

Ratio to average net assets of:

           

Expenses, net of waivers/reimbursements(f)‡

    .89 %(g)      .90     .90     .90     .90     .90

Expenses, before waiver/reimbursements(f)‡

    .90 %(g)      .90     .90     .91     .90     .90

Net investment loss(b)

    (.19 )%(g)      (.32 )%      (.29 )%      (.08 )%      (.32 )%      (.47 )% 

Portfolio turnover rate

    12     22     27     30     34     17
           

‡ Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying

  

portfolios

    .00 %(g)      .00     .00     .01     .00     .00

 

 

 

(a)   Based on average shares outstanding.

 

(b)   Net of expenses waived/reimbursed by the Adviser.

 

(c)   Amount is less than $.005.

 

(d)   Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Total investment return does not reflect (i) insurance company’s separate account related expense charges and (ii) the deductions of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares. Total investment return calculated for a period of less than one year is not annualized.

 

(e)   Includes the impact of proceeds received and credited to the Portfolio resulting from class action settlements, which enhanced the Portfolio’s performance for the years ended December 31, 2025 and December 31, 2024 by .01% and .11%, respectively.

 

(f)   In connection with the Portfolio’s investments in affiliated underlying portfolios, the Portfolio incurs no direct expenses, but bears proportionate shares of the fees and expenses (i.e., operating, administrative and investment advisory fees) of the affiliated underlying portfolios. The Adviser has contractually agreed to waive its fees from the Portfolio in an amount equal to the Portfolio’s pro rata share of certain acquired fund fees and expenses, and for the year ended December 31, 2023, such waiver amounted to .01%.

 

(g)   Annualized.

See notes to financial statements.

 

15


 
LARGE CAP GROWTH PORTFOLIO  
CONTINUANCE DISCLOSURE   AB Variable Products Series Fund

 

INFORMATION REGARDING THE REVIEW AND APPROVAL OF THE FUND’S PROPOSED NEW ADVISORY AGREEMENT AND INTERIM ADVISORY AGREEMENT IN THE CONTEXT OF A POTENTIAL ASSIGNMENT

As described in more detail in the Proxy Statement for AB Variable Products Series Fund, Inc. (the “Company”) dated June 23, 2026, the Board of the Company, at a meeting held in-person on May 5-7, 2026, approved a new advisory agreement with the Adviser (the “Proposed Agreement”) in respect of each fund organized as a series of the Company (the “Funds”), including AB Large Cap Growth Portfolio (the “Fund”), in connection with an Agreement and Plan of Merger (the “Merger Agreement”) by and among Equitable Holdings, Inc. (“Equitable”) (the holder of a majority of the partnership interests in the Adviser and the indirect parent of AllianceBernstein Corporation, the general partner of the Adviser), Corebridge Financial, Inc. (“Corebridge”), and various Corebridge subsidiaries, pursuant to which Equitable and Corebridge have agreed, subject to the terms and conditions of the Merger Agreement, to effect an all-stock merger transaction to combine their respective businesses into a newly formed company. Because Equitable controls the Adviser, the Merger may result in an “assignment” (within the meaning of section 2(a)(4) of the Investment Company Act) of the current advisory agreement for the Company in respect of the Funds, including Fund, resulting in the automatic termination of such advisory agreement.

At the same meeting, the Board also considered and approved an interim advisory agreement with the Adviser (the “Interim Advisory Agreement”) for the Company in respect of the Funds, including the Fund, to be effective only in the event that stockholder approval of the Proposed Agreement had not been obtained as of the date of the Merger resulting in an “assignment” of the Adviser’s current advisory agreement and its automatic termination.

The stockholders of the Fund subsequently approved the Proposed Agreement at an annual meeting of stockholders called for the purpose of electing Directors and voting on the Proposed Agreement.

A discussion regarding the basis for the Boards’ approvals at the meeting held on May 5-7, 2026, is set forth below.

At a meeting of the Board held in-person on May 5-7, 2026, the Adviser presented its recommendation that the Board consider and approve the Proposed Agreement in respect of each Fund. The Current Agreement in respect of each Fund provides for automatic termination in the event of an assignment, and the closing of the transaction contemplated by the Merger Agreement may result in an assignment. The Proposed Agreement is being considered to take effect upon the closing, subject to stockholder approval. In connection with their approval of the Proposed Agreement in respect of each Fund, the Board considered its conclusions in connection with its most recent approval of the Current Agreement, in particular in cases where the last approval of the Current Agreement in respect of a Fund was relatively recent, including the Board’s general satisfaction with the nature and quality of services being provided and, as applicable, in the case of certain Funds, actions taken or to be taken in an effort to improve investment performance or reduce expense ratios. Also in connection with their approval of the Proposed Agreement, the Board considered a representation made to them at that time by the Adviser that there were no additional developments not already disclosed to the Board since their most recent approval of the Current Agreement in respect of a Fund that would be a material consideration to the Board in connection with their consideration of the Proposed Agreement, except for matters disclosed to the Board by the Adviser. The Directors considered the fact that the Proposed Agreement would have corresponding terms and conditions identical to those of the Current Agreement with the exception of the effective date and initial term under the Proposed Agreement.

The Directors considered their knowledge of the nature and quality of the services provided by the Adviser to each Fund gained from their experience as directors or trustees of the registered investment companies advised by the Adviser, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the Directors and its responsiveness, frankness and attention to concerns raised by the Directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the Funds. The Directors noted that they have four regular meetings each year, at each of which they review extensive materials and information from the Adviser, including information on the investment performance of each Fund.

The Directors also considered all factors they believed relevant, including the specific matters discussed below. During the course of their deliberations, the Directors evaluated, among other things, the reasonableness of the management fees of the Funds they oversee. The Directors did not identify any particular information that was all-important or controlling, and different Directors may have attributed different weights to the various factors. The Directors determined that the selection of the Adviser to manage the Funds, and the overall arrangements between the Funds and the Adviser, as provided in the Proposed Agreement, including the management fees, were fair and reasonable in light of the services performed under the

 

16


    AB Variable Products Series Fund

 

Current Agreement and to be performed under the Proposed Agreement, expenses incurred and to be incurred and such other matters as the Directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the Directors’ determinations included the following:

Nature, Extent and Quality of Services Provided

The Directors considered the scope and quality of services to be provided by the Adviser under the Proposed Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Funds. They also considered the information that had been provided to them by the Adviser concerning the anticipated implementation of the Merger Agreement and the Adviser’s representation that it did not anticipate that such implementation would affect the management or structure of the Adviser, have a material adverse effect on the Adviser, or adversely affect the quality of the services provided to the Funds by the Adviser and its affiliates. The Directors noted that the Adviser from time to time reviews each Fund’s investment strategies and from time to time proposes changes intended to improve the Fund’s relative or absolute performance for the Directors’ consideration. They also noted the professional experience and qualifications of each Fund’s portfolio management team and other senior personnel of the Adviser. The Directors also considered that the Proposed Agreement, similar to the Current Agreement, provides that the Funds will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services to the Funds by employees of the Adviser or its affiliates. Requests for these reimbursements are made on a quarterly basis and subject to approval by the Directors. Reimbursements, to the extent requested and paid, result in a higher rate of total compensation from the Funds to the Adviser than the fee rate stated in the Proposed Agreement. The Directors noted that the methodology to be used to determine the reimbursement amounts had been reviewed by an independent consultant at the request of the Directors. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Funds’ other service providers, also was considered. The Directors concluded that, overall, they were satisfied with the nature, extent and quality of services to be provided to each Fund under the Proposed Agreement.

Costs of Services to be Provided and Profitability

The Directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of each Fund to the Adviser for calendar years 2024 and 2025, as applicable, that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant at the request of the Directors. The Directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The Directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with a Fund, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Fund, as applicable. The Directors recognized that it is difficult to make comparisons of the profitability of the Proposed Agreement with the profitability of fund advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The Directors focused on the profitability of the Adviser’s relationship with each Fund before taxes and distribution expenses. The Directors noted that certain Funds, as applicable, were not profitable to the Adviser in one or more periods reviewed. The Directors concluded that the Adviser’s level of profitability from its relationship with the other Funds was not unreasonable.

Fall-Out Benefits

The Directors considered the other benefits to the Adviser and its affiliates from their relationships with the Funds and the money market fund advised by the Adviser in which the Funds invest, as applicable, including, but not limited to, as applicable, benefits relating to soft dollar arrangements (whereby investment advisers receive brokerage and research services from brokers that execute agency transactions for their clients) in the case of certain Funds; 12b-1 fees and sales charges received by the principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of the Class B shares of the Funds; brokerage commissions paid by certain Funds to brokers affiliated with the Adviser; and transfer agency fees paid by the Funds to a wholly owned subsidiary of the Adviser. The Directors recognized that the Adviser’s profitability would be somewhat lower, and that a Fund’s unprofitability to the Adviser would be exacerbated, without these benefits. The Directors understood that the Adviser also might derive reputational and other benefits from its association with the Funds.

Investment Results

In addition to the information reviewed by the Directors in connection with the Board meeting at which the Proposed Agreement was approved, the Directors receive detailed performance information for the Funds at each regular Board meeting during the year.

 

17


LARGE CAP GROWTH PORTFOLIO  
CONTINUANCE DISCLOSURE  
(continued)   AB Variable Products Series Fund

 

The Board’s consideration of the Proposed Agreement was informed by their most recent approval of the Current Agreement, and, in the case of certain Funds, their discussion with the Adviser of the reasons for those Funds’ underperformance in certain periods. The Directors also reviewed updated performance information and, in some cases, discussed with the Adviser the reasons for changes in performance or continued underperformance. On the basis of this review, the Directors determined to continue to monitor the performance of certain Funds closely and concluded that the investment performance of each other Fund was acceptable.

Management Fees and Other Expenses

The Directors considered the management fee rate payable by each Fund to the Adviser and information prepared by an independent service provider (the “15(c) provider”) concerning management fee rates payable by other funds in the same category as the Fund. The Directors recognized that it is difficult to make comparisons of management fees because there are variations in the services that are included in the fees paid by other funds. The Directors compared each Fund’s contractual management fee rate with a peer group median, and where applicable, took into account the impact on the management fee rate of the administrative expense reimbursement paid to the Adviser in the latest fiscal year.

The Directors also considered the Adviser’s fee schedule for other clients utilizing investment strategies similar to those of each Fund. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and in a report from the Funds’ Senior Vice President and noted the differences between a Fund’s fee schedule, on the one hand, and the Adviser’s institutional fee schedule and the schedule of fees charged by the Adviser to any offshore funds and for services to any sub-advised funds utilizing investment strategies similar to those of the Fund, on the other, as applicable. The Directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the Directors and that they had previously discussed with the Adviser its policies in respect of such arrangements.

The Adviser reviewed with the Directors the significantly greater scope of the services it provides to each Fund relative to institutional, offshore fund and sub-advised fund clients, as applicable. In this regard, the Adviser noted, among other things, that, compared to institutional and offshore or sub-advisory accounts, each Fund, as applicable, (i) demands considerably more portfolio management, research and trading resources due to significantly higher daily cash flows; (ii) has more tax and regulatory restrictions and compliance obligations; (iii) must prepare and file or distribute regulatory and other communications about fund operations; and (iv) must provide shareholder servicing to retail investors. The Adviser also reviewed the greater legal risks presented by the large and changing population of Fund stockholders who may assert claims against the Adviser in individual or class actions, and the greater entrepreneurial risk in offering new fund products, which require substantial investment to launch, may not succeed, and generally must be priced to compete with larger, more established funds resulting in lack of profitability to the Adviser until a new fund achieves scale. In light of the substantial differences in services rendered by the Adviser to institutional, offshore fund and sub-advised fund clients as compared to the Funds, and the different risk profile, the Directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

In connection with their review of each Fund’s management fee, the Directors also considered the total expense ratio of the Fund in comparison to the medians for a peer group and a peer universe selected by the 15(c) provider. The Directors also considered the Adviser’s expense caps for certain Funds. The Directors view expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to a Fund by others.

The Board’s consideration of the Proposed Agreement was informed by their most recent approval of the Current Agreement, and, in the case of certain Funds, their discussion with the Adviser of the reasons for those Funds’ expense ratios in certain periods. On the basis of this review, the Directors concluded that each Fund’s expense ratio was acceptable.

Economies of Scale

The Directors noted that the management fee schedules for certain Funds do not contain breakpoints and that they had discussed their strong preference for breakpoints in advisory contracts with the Adviser. The Directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the Funds, and presentations from time to time by the Adviser concerning certain of its views on economies of scale. The Directors also had requested and received from the Adviser certain updates on economies of scale in advance of the Board meeting. The Directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and

 

18


    AB Variable Products Series Fund

 

not only in respect of a single fund. The Directors noted that there is no established methodology for setting breakpoints that give effect to the fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The Directors observed that in the mutual fund industry as a whole, as well as among funds similar to each Fund, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The Directors also noted that the advisory agreements for many funds do not have breakpoints at all.

The Directors informed the Adviser that they would monitor the asset levels of the Funds without breakpoints and their profitability to the Adviser and anticipated revisiting the question of breakpoints in the future if circumstances warrant doing so.

Interim Advisory Agreement

In approving the Interim Advisory Agreement, the Board with the assistance of independent counsel, considered similar factors to those considered in approving the Proposed Agreement. The Interim Advisory Agreement approved by the Board is identical to the Proposed Agreement, as well as the Current Agreement, in all material respects except for its proposed effective and termination dates and pro-visions intended to comply with the requirements of the relevant SEC rule, such as provisions requiring escrow of advisory fees. Under the Interim Advisory Agreement, the Adviser would continue to manage a Fund until a new advisory agreement was approved by stockholders or until the end of the 150-day period after termination of the Current Agreement, whichever would occur earlier. All fees earned by the Adviser under the Interim Advisory Agreement would be held in escrow pending stockholder approval of the Proposed Agreement. Upon approval of a new advisory agreement by stockholders, the escrowed management fees would be paid to the Adviser, and the Interim Advisory Agreement would terminate.

Information Regarding the Review and Approval of the Fund’s Current Advisory Agreement

The disinterested directors (the “directors”) of AB Variable Products Series Fund, Inc. (the “Company”) unanimously approved the continuance of the Company’s Advisory Agreement with the Adviser in respect of AB Large Cap Growth Portfolio (the “Fund”) at a meeting held in-person on May 5-7, 2026 (the “Meeting”).

Prior to approval of the continuance of the Advisory Agreement, the directors had requested from the Adviser, and received and evaluated, extensive materials. They reviewed the proposed continuance of the Advisory Agreement with the Adviser and with experienced counsel who are independent of the Adviser, who advised on the relevant legal standards. The directors also reviewed additional materials, including comparative analytical data prepared by the Senior Vice President of the Fund. The directors also discussed the proposed continuance in private sessions with counsel.

The directors considered their knowledge of the nature and quality of the services provided by the Adviser to the Fund gained from their experience as directors or trustees of most of the registered investment companies advised by the Adviser, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the directors and its responsiveness, frankness and attention to concerns raised by the directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the AB Funds. The directors noted that they have four regular meetings each year, at each of which they review extensive materials and information from the Adviser, including information on the investment performance of the Fund.

The directors also considered all factors they believed relevant, including the specific matters discussed below. During the course of their deliberations, the directors evaluated, among other things, the reasonableness of the advisory fee. The directors did not identify any particular information that was all-important or controlling, and different directors may have attributed different weights to the various factors. The directors determined that the selection of the Adviser to manage the Fund and the overall arrangements between the Fund and the Adviser, as provided in the Advisory Agreement, including the advisory fee, were fair and reasonable in light of the services performed, expenses incurred and such other matters as the directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the directors’ determinations included the following:

Nature, Extent and Quality of Services Provided

The directors considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Fund. The directors noted that the Adviser from time to time reviews the Fund’s investment strategies and from time to time proposes changes intended to improve the Fund’s relative or absolute performance for the directors’

 

19


LARGE CAP GROWTH PORTFOLIO  
CONTINUANCE DISCLOSURE  
(continued)   AB Variable Products Series Fund

 

consideration. They also noted the professional experience and qualifications of the Fund’s portfolio management team and other senior personnel of the Adviser. The directors also considered that the Advisory Agreement provides that the Fund will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services to the Fund by employees of the Adviser or its affiliates. Requests for these reimbursements are made on a quarterly basis and subject to approval by the directors. Reimbursements, to the extent requested and paid, result in a higher rate of total compensation from the Fund to the Adviser than the fee rate stated in the Advisory Agreement. The directors noted that the methodology used to determine the reimbursement amounts had been reviewed by an independent consultant at the request of the directors. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Fund’s other service providers, also was considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Fund under the Advisory Agreement.

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of the Fund to the Adviser for calendar years 2024 and 2025 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant at the request of the directors. The directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Fund, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Fund. The directors recognized that it is difficult to make comparisons of the profitability of the Advisory Agreement with the profitability of fund advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability of the Adviser’s relationship with the Fund before taxes and distribution expenses. The directors concluded that the Adviser’s level of profitability from its relationship with the Fund was not unreasonable.

Fall-Out Benefits

The directors considered the other benefits to the Adviser and its affiliates from their relationships with the Fund and the money market fund advised aby the Adviser in which the Fund invests, including, but not limited to, benefits relating to soft dollar arrangements (whereby investment advisers receive brokerage and research services from brokers that execute agency transactions for their clients); 12b-1 fees and sales charges received by the Fund’s principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of the Fund’s Class B shares; brokerage commissions paid by the Fund to brokers affiliated with the Adviser; and transfer agency fees paid by the Fund to a wholly owned subsidiary of the Adviser. The directors recognized that the Adviser’s profitability would be somewhat lower without these benefits. The directors understood that the Adviser also might derive reputational and other benefits from its association with the Fund.

Investment Results

In addition to the information reviewed by the directors in connection with the Meeting, the directors receive detailed performance information for the Fund at each regular Board meeting during the year.

At the Meeting, the directors reviewed performance information prepared by an independent service provider (the “15(c) service provider”), showing the performance of the Class A Shares of the Fund against a group of similar funds (“peer group”) and a larger group of similar funds (“peer universe”), each selected by the 15(c) service provider, and information prepared by the Adviser showing performance of the Class A Shares against a broad-based securities market index, in each case for the 1-, 3-, 5- and 10-year periods ended February 28, 2026 and (in the case of comparisons with the broad-based securities market index) for the period from inception. The directors discussed with the Adviser the reasons for the Fund’s underperformance in certain periods and determined to continue to monitor the Fund’s performance closely.

Advisory Fees and Other Expenses

The directors considered the advisory fee rate payable by the Fund to the Adviser and information prepared by the 15(c) service provider concerning advisory fee rates payable by other funds in the same category as the Fund. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds. The directors compared the Fund’s contractual effective advisory fee rate with a peer group median and noted that it was lower than the median. They also noted that the Adviser’s total rate of compensation, taking into account the impact of the administrative expense reimbursement paid to the Adviser in the latest fiscal year, was lower than the median.

 

20


    AB Variable Products Series Fund

 

The directors also considered the Adviser’s fee schedule for other clients utilizing investment strategies similar to those of the Fund. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and in a report from the Fund’s Senior Vice President and noted the differences between the Fund’s fee schedule, on the one hand, and the Adviser’s institutional fee schedule and the schedule of fees charged by the Adviser to any offshore funds and for services to any sub-advised funds utilizing investment strategies similar to those of the Fund, on the other. The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The directors also compared the advisory fee rate for the Fund with that for another fund advised by the Adviser utilizing similar investment strategies.

The Adviser reviewed with the directors the significantly greater scope of the services it provides to the Fund relative to institutional, offshore fund and sub-advised fund clients. In this regard, the Adviser noted, among other things, that, compared to institutional and offshore or sub-advisory accounts, the Fund (i) demands considerably more portfolio management, research and trading resources due to significantly higher daily cash flows; (ii) has more tax and regulatory restrictions and compliance obligations; (iii) must prepare and file or distribute regulatory and other communications about fund operations; and (iv) must provide shareholder servicing to retail investors. The Adviser also reviewed the greater legal risks presented by the large and changing population of Fund shareholders who may assert claims against the Adviser in individual or class actions, and the greater entrepreneurial risk in offering new fund products, which require substantial investment to launch, may not succeed, and generally must be priced to compete with larger, more established funds resulting in lack of profitability to the Adviser until a new fund achieves scale. In light of the substantial differences in services rendered by the Adviser to institutional, offshore fund and sub-advised fund clients as compared to the Fund, and the different risk profile, the directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

In connection with their review of the Fund’s advisory fee, the directors also considered the total expense ratio of the Class A shares of the Fund in comparison to the medians for a peer group and a peer universe selected by the 15(c) service provider. The Class A expense ratio of the Fund was based on the Fund’s latest fiscal year. The directors noted that it was likely that the expense ratios of some of the other funds in the Fund’s category were lowered by waivers or reimbursements by those funds’ investment advisers, which in some cases might be voluntary or temporary. The directors view expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to the Fund by others. The directors noted that the Fund’s expense ratio was lower than the medians. Based on their review, the directors concluded that the Fund’s expense ratio was acceptable.

Economies of Scale

The directors noted that the advisory fee schedule for the Fund contains breakpoints that reduce the fee rates on assets above specified levels. The directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the AB Funds, and presentations from time to time by the Adviser concerning certain of its views on economies of scale. The directors also had requested and received from the Adviser certain updates on economies of scale in advance of the Meeting. The directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The directors noted that there is no established methodology for setting breakpoints that give effect to the fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The directors observed that in the mutual fund industry as a whole, as well as among funds similar to the Fund, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The directors also noted that the advisory agreements for many funds do not have breakpoints at all. Having taken these factors into account, the directors concluded that the Fund’s shareholders would benefit from a sharing of economies of scale in the event the Fund’s net assets exceed a breakpoint in the future.

 

21


VPS-LCG-0152-0626


JUN 06.30.26

 

LOGO

 

SEMI-ANNUAL FINANCIAL STATEMENTS AND ADDITIONAL INFORMATION

AB VARIABLE PRODUCTS SERIES FUND, INC.

 

+  

AB RELATIVE VALUE PORTFOLIO

 

 

 


 

Investment Products Offered

 

   

Are Not FDIC Insured

   

May Lose Value

   

Are Not Bank Guaranteed

AllianceBernstein Investments, Inc. (ABI) is the distributor of the AB family of mutual funds. ABI is a member of FINRA and is an affiliate of AllianceBernstein L.P., the Adviser of the funds.

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AB’s website at www.abfunds.com or go to the Securities and Exchange Commission’s (the “Commission”) website at www.sec.gov, or call AB at (800) 227 4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The Fund’s Form N-PORT reports are available on the Commission’s website at www.sec.gov.

The [A/B] logo and AllianceBernstein® are registered trademarks used by permission of the owner, AllianceBernstein L.P.


RELATIVE VALUE PORTFOLIO  
PORTFOLIO OF INVESTMENTS  
June 30, 2026 (unaudited)   AB Variable Products Series Fund

 




Company
   Shares      U.S. $ Value  
                                       

COMMON STOCKS–97.4%

     

INDUSTRIALS–18.0%

     

AEROSPACE & DEFENSE–4.4%

     

Curtiss-Wright Corp.

     9,119      $ 6,910,013  

RTX Corp.

     225,193        42,725,868  
     

 

 

 
        49,635,881  
     

 

 

 

BUILDING PRODUCTS–2.2%

     

Allegion PLC

     60,688        8,526,057  

Owens Corning

     99,300        15,784,728  
     

 

 

 
        24,310,785  
     

 

 

 

COMMERCIAL SERVICES & SUPPLIES–1.3%

     

Veralto Corp.

     168,541        14,946,216  
     

 

 

 

ELECTRICAL EQUIPMENT–1.2%

     

Generac Holdings, Inc.(a)

     27,399        8,022,701  

nVent Electric PLC

     32,955        5,589,498  
     

 

 

 
        13,612,199  
     

 

 

 

GROUND TRANSPORTATION–2.7%

     

CSX Corp.

     79,435        3,775,546  

JB Hunt Transport Services, Inc.

     33,843        9,795,179  

Landstar System, Inc.

     47,430        9,808,998  

Union Pacific Corp.

     27,470        7,471,840  
     

 

 

 
        30,851,563  
     

 

 

 

MACHINERY–4.8%

     

Allison Transmission Holdings, Inc.

     90,659        10,220,896  

ITT, Inc.

     67,644        13,377,277  

PACCAR, Inc.

     145,781        17,511,214  

Westinghouse Air Brake Technologies Corp.

     48,783        13,151,897  
     

 

 

 
        54,261,284  
     

 

 

 

PROFESSIONAL SERVICES–0.5%

     

Paycom Software, Inc.(b)

     48,060        6,040,181  
     

 

 

 

TRADING COMPANIES & DISTRIBUTORS–0.9%

     

MSC Industrial Direct Co., Inc.–Class A

     85,007        10,111,583  
     

 

 

 
        203,769,692  
     

 

 

 

FINANCIALS–16.3%

     

BANKS–7.0%

     

Citigroup, Inc.

     119,901        16,781,344  

East West Bancorp, Inc.

     82,220        10,613,780  

JPMorgan Chase & Co.

     120,366        39,399,402  

Wells Fargo & Co.

     143,378        11,848,758  
     

 

 

 
        78,643,284  
     

 

 

 
                                       

CAPITAL MARKETS–0.9%

     

Raymond James Financial, Inc.

     69,350      10,543,281  
     

 

 

 

FINANCIAL SERVICES–6.1%

     

Berkshire Hathaway, Inc. –Class B(a)

     90,315        45,192,723  

Jack Henry & Associates, Inc.

     48,280        6,650,087  

Mastercard, Inc.–Class A

     33,337        17,121,883  
     

 

 

 
        68,964,693  
     

 

 

 

INSURANCE–2.3%

     

Axis Capital Holdings Ltd.

     96,114        10,326,488  

Progressive Corp. (The)

     74,150        16,198,068  
     

 

 

 
        26,524,556  
     

 

 

 
        184,675,814  
     

 

 

 

INFORMATION TECHNOLOGY–15.3%

     

COMMUNICATIONS EQUIPMENT–3.0%

     

Cisco Systems, Inc.

     286,930        33,702,798  
     

 

 

 

ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS–1.5%

     

Flex Ltd.(a)

     48,060        7,789,084  

Zebra Technologies Corp. –Class A(a)

     35,625        9,378,638  
     

 

 

 
        17,167,722  
     

 

 

 

SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–8.5%

     

Intel Corp.(a)

     126,311        17,636,805  

Micron Technology, Inc.

     11,464        13,232,781  

NVIDIA Corp.

     35,420        7,087,188  

QUALCOMM, Inc.

     62,590        11,566,006  

Taiwan Semiconductor Manufacturing Co., Ltd. (Sponsored ADR)

     55,374        26,444,961  

Texas Instruments, Inc.

     67,765        20,198,713  
     

 

 

 
        96,166,454  
     

 

 

 

SOFTWARE–1.2%

     

Microsoft Corp.

     36,970        13,790,549  
     

 

 

 

TECHNOLOGY HARDWARE, STORAGE & PERIPHERALS–1.1%

     

NetApp, Inc.

     82,070        12,701,153  
     

 

 

 
        173,528,676  
     

 

 

 

HEALTH CARE–13.5%

     

BIOTECHNOLOGY–1.3%

     

Regeneron Pharmaceuticals, Inc.

     8,595        5,359,326  

 

1


RELATIVE VALUE PORTFOLIO  
PORTFOLIO OF INVESTMENTS  
(continued)   AB Variable Products Series Fund

 




Company
   Shares      U.S. $ Value  
                                       

United Therapeutics Corp.(a)

     17,867      $ 9,680,877  
     

 

 

 
        15,040,203  
     

 

 

 

HEALTH CARE EQUIPMENT & SUPPLIES–0.9%

     

Align Technology, Inc.(a)

     39,712        6,697,826  

ResMed, Inc.(b)

     19,146        3,731,172  
     

 

 

 
        10,428,998  
     

 

 

 

HEALTH CARE PROVIDERS & SERVICES–4.9%

     

HCA Healthcare, Inc.

     32,080        12,507,671  

Quest Diagnostics, Inc.

     65,370        13,855,171  

UnitedHealth Group, Inc.

     69,790        29,006,818  
     

 

 

 
        55,369,660  
     

 

 

 

LIFE SCIENCES TOOLS & SERVICES–3.0%

     

Agilent Technologies, Inc.

     126,643        16,821,990  

Charles River Laboratories International, Inc.(a)

     72,500        16,442,275  
     

 

 

 
        33,264,265  
     

 

 

 

PHARMACEUTICALS–3.4%

 

  

Johnson & Johnson

     152,309        38,681,917  
     

 

 

 
        152,785,043  
     

 

 

 

CONSUMER DISCRETIONARY–8.6%

     

AUTOMOBILE COMPONENTS–0.4%

     

BorgWarner, Inc.

     66,899        4,442,093  
     

 

 

 

BROADLINE RETAIL–2.1%

     

Amazon.com, Inc.(a)

     97,570        23,254,834  
     

 

 

 

HOTELS, RESTAURANTS & LEISURE–1.3%

     

Yum! Brands, Inc.

     95,057        15,195,812  
     

 

 

 

HOUSEHOLD DURABLES–0.7%

     

DR Horton, Inc.

     47,340        7,710,739  
     

 

 

 

SPECIALTY RETAIL–4.1%

     

Dick’s Sporting Goods, Inc.(b)

     66,972        15,189,919  

Lowe’s Cos., Inc.

     86,760        19,129,713  

Ross Stores, Inc.

     47,988        10,214,246  

Ulta Beauty, Inc.(a)

     4,640        2,092,547  
     

 

 

 
        46,626,425  
     

 

 

 
        97,229,903  
     

 

 

 

CONSUMER STAPLES–8.1%

     

BEVERAGES–0.6%

     

Constellation Brands, Inc.–Class A

     50,740        7,057,426  
     

 

 

 
                                       

CONSUMER STAPLES DISTRIBUTION & RETAIL–4.4%

     

Casey’s General Stores, Inc.

     7,612      6,049,941  

Target Corp.

     102,480        13,384,913  

US Foods Holding Corp.(a)

     97,430        9,962,218  

Walmart, Inc.

     174,061        19,714,149  
     

 

 

 
        49,111,221  
     

 

 

 

TOBACCO–3.1%

     

Philip Morris International, Inc.

     195,214        35,316,165  
     

 

 

 
        91,484,812  
     

 

 

 

ENERGY–6.8%

     

ENERGY EQUIPMENT & SERVICES–1.5%

     

Cactus, Inc.–Class A(b)

     149,287        7,647,973  

SLB Ltd.

     194,690        9,051,138  
     

 

 

 
        16,699,111  
     

 

 

 

OIL, GAS & CONSUMABLE FUELS–5.3%

     

APA Corp.

     195,781        6,376,587  

Chevron Corp.

     119,166        19,752,956  

ConocoPhillips

     111,117        11,551,724  

EOG Resources, Inc.

     135,456        17,572,707  

Phillips 66

     29,538        4,993,399  
     

 

 

 
        60,247,373  
     

 

 

 
        76,946,484  
     

 

 

 

COMMUNICATION SERVICES–6.7%

     

DIVERSIFIED TELECOMMUNICATION SERVICES–0.9%

     

AT&T, Inc.

     462,697        9,577,828  
     

 

 

 

ENTERTAINMENT–1.1%

     

Walt Disney Co. (The)

     105,449        10,149,466  

Warner Music Group Corp.–Class A

     83,107        2,249,707  
     

 

 

 
        12,399,173  
     

 

 

 

INTERACTIVE MEDIA & SERVICES–4.7%

     

Alphabet, Inc.–Class C

     96,540        34,110,478  

Meta Platforms, Inc.–Class A

     34,390        19,371,543  
     

 

 

 
        53,482,021  
     

 

 

 
        75,459,022  
     

 

 

 

MATERIALS–1.9%

     

METALS & MINING–1.9%

     

Freeport-McMoRan, Inc.

     173,150        10,889,404  

Steel Dynamics, Inc.

     45,590        10,461,081  
     

 

 

 
        21,350,485  
     

 

 

 

 

2


    AB Variable Products Series Fund

 




Company
   Shares      U.S. $ Value  
                                       

REAL ESTATE–1.3%

     

REAL ESTATE MANAGEMENT & DEVELOPMENT–0.6%

     

Jones Lang LaSalle, Inc.(a)

     23,138      $ 7,171,623  
     

 

 

 

SPECIALIZED REITS–0.7%

     

Public Storage

     23,184        7,379,699  
     

 

 

 
        14,551,322  
     

 

 

 

UTILITIES–0.9%

     

ELECTRIC UTILITIES–0.9%

     

American Electric Power Co., Inc.

     76,230        10,429,026  
     

 

 

 

Total Common Stocks
(cost $786,738,025)

        1,102,210,279  
     

 

 

 

SHORT-TERM INVESTMENTS–1.8%

     

INVESTMENT COMPANIES–1.8%

     

AB Fixed Income Shares, Inc.–Government Money Market Portfolio– Class AB, 3.48%(c)(d)(e)
(cost $20,081,170)

     20,081,170        20,081,170  
     

 

 

 

TOTAL INVESTMENTS–99.2%
(cost $806,819,195)

        1,122,291,449  

Other assets less liabilities–0.8%

        9,472,023  
     

 

 

 

NET ASSETS–100.0%

      $ 1,131,763,472  
     

 

 

 

 

 
(a)   Non-income producing security
(b)   Represents entire or partial securities out on loan. See Note E for securities lending information.
(c)   The rate shown represents the 7-day yield as of period end.
(d)   Affiliated investments.
(e)   To obtain a copy of the fund’s shareholder report, please go to the Securities and Exchange Commission’s website at www.sec.gov. Additionally, shareholder reports for AB funds can be obtained by calling AB at (800) 227-4618.

Glossary:

ADR–American Depositary Receipt

REIT–Real Estate Investment Trust

See notes to financial statements.

 

3


RELATIVE VALUE PORTFOLIO  
STATEMENT OF ASSETS & LIABILITIES  
June 30, 2026 (unaudited)   AB Variable Products Series Fund

 

ASSETS

 

Investments in securities, at value

  

Unaffiliated issuers (cost $786,738,025)

   $ 1,102,210,279 (a) 

Affiliated issuers (cost $20,081,170)

     20,081,170  

Cash

     28,833  

Receivable for capital stock sold

     11,913,315  

Unaffiliated dividends receivable

     621,396  

Affiliated dividends receivable

     104,724  

Receivable due from Adviser

     6,012  

Other assets

     759,953  
  

 

 

 

Total assets

     1,135,725,682  
  

 

 

 

LIABILITIES

 

Payable for capital stock redeemed

     3,143,824  

Advisory fee payable

     504,189  

Distribution fee payable

     148,669  

Administrative fee payable

     52,334  

Transfer Agent fee payable

     118  

Accrued expenses

     113,076  
  

 

 

 

Total liabilities

     3,962,210  
  

 

 

 

NET ASSETS

   $ 1,131,763,472  
  

 

 

 

COMPOSITION OF NET ASSETS

  

Capital stock, at par

   $ 31,988  

Additional paid-in capital

     723,548,147  

Distributable earnings

     408,183,337  
  

 

 

 

NET ASSETS

   $ 1,131,763,472  
  

 

 

 

Net Asset Value Per Share—1 billion shares of capital stock authorized, $.001 par value

 

Class      Net Assets        Shares
Outstanding
       Net Asset
Value
 
A      $  404,678,659          11,219,762        $  36.07  
B      $ 727,084,813          20,768,605        $ 35.01  

 

 

 

 

(a)   Includes securities on loan with a value of $20,688,970 (see Note E).

See notes to financial statements.

 

4


RELATIVE VALUE PORTFOLIO  
STATEMENT OF OPERATIONS  
Six Months Ended June 30, 2026 (unaudited)   AB Variable Products Series Fund

 

INVESTMENT INCOME

  

Dividends

  

Unaffiliated issuers (net of foreign taxes withheld of $23,535)

   $ 8,238,524  

Affiliated issuers

     542,629  

Interest

     151  

Securities lending income, net

     14,063  
  

 

 

 
     8,795,367  
  

 

 

 

EXPENSES

  

Advisory fee (see Note B)

     2,957,069  

Distribution fee—Class B

     878,633  

Transfer agency—Class A

     1,818  

Transfer agency—Class B

     3,432  

Custody and accounting

     48,458  

Administrative

     47,779  

Printing

     45,075  

Legal

     44,269  

Audit and tax

     21,394  

Directors’ fees

     13,418  

Miscellaneous

     13,625  
  

 

 

 

Total expenses

     4,074,970  

Less: expenses waived and reimbursed by the Adviser (see Notes B & E)

     (31,273
  

 

 

 

Net expenses

     4,043,697  
  

 

 

 

Net investment income

     4,751,670  
  

 

 

 

REALIZED AND UNREALIZED GAIN ON INVESTMENT TRANSACTIONS

  

Net realized gain on Investment transactions

     56,742,809  

Net change in unrealized appreciation of investments

     76,378,736  
  

 

 

 

Net gain on investment transactions

     133,121,545  
  

 

 

 

NET INCREASE IN NET ASSETS FROM OPERATIONS

   $ 137,873,215  
  

 

 

 

 

 

See notes to financial statements.

 

5


 
RELATIVE VALUE PORTFOLIO  
STATEMENT OF CHANGES IN NET ASSETS   AB Variable Products Series Fund

 

     Six Months Ended
June 30, 2026
(unaudited)
    Year Ended
December 31,
2025
 

INCREASE IN NET ASSETS FROM OPERATIONS

    

Net investment income

   $ 4,751,670     $ 10,680,667  

Net realized gain on investment transactions

     56,742,809       23,268,918  

Net change in unrealized appreciation of investments

     76,378,736       68,337,009  

Contributions from Affiliates (see Note B)

     –0 –      249  
  

 

 

   

 

 

 

Net increase in net assets from operations

     137,873,215       102,286,843  

DISTRIBUTIONS TO SHAREHOLDERS

    

Class A

     –0 –      (32,422,724

Class B

     –0 –      (66,099,147

CAPITAL STOCK TRANSACTIONS

    

Net increase (decrease)

     (62,599,222     130,290,250  
  

 

 

   

 

 

 

Total increase

     75,273,993       134,055,222  

NET ASSETS

    

Beginning of period

     1,056,489,479       922,434,257  
  

 

 

   

 

 

 

End of period

   $ 1,131,763,472     $ 1,056,489,479  
  

 

 

   

 

 

 

 

 

See notes to financial statements.

 

6


RELATIVE VALUE PORTFOLIO  
NOTES TO FINANCIAL STATEMENTS  
June 30, 2026 (unaudited)   AB Variable Products Series Fund

 

NOTE A: Significant Accounting Policies

The AB Relative Value Portfolio (the “Portfolio”) is a series of AB Variable Products Series Fund, Inc. (the “Fund”). The Portfolio’s investment objective is long-term growth of capital. The Portfolio is diversified as defined under the Investment Company Act of 1940 (the “1940 Act”). The Fund was incorporated in the State of Maryland as an open-end series investment company. The Fund offers eight separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

The Portfolio offers and sells its shares only to separate accounts of certain life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Sales are made without a sales charge at the Portfolio’s net asset value per share.

The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”), which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The Portfolio is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Portfolio securities are valued 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 and under the oversight of the Fund’s Board of Directors (the “Board”). Pursuant to these procedures, AllianceBernstein L.P. (the “Adviser”) serves as the Portfolio’s valuation designee pursuant to Rule 2a-5 of the 1940 Act. In this capacity, the Adviser is responsible, among other things, for making all fair value determinations relating to the Portfolio’s portfolio investments, subject to the Board’s oversight.

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed options are generally valued using market-based inputs, such as last traded prices, closing bid and ask prices, or settlement prices, as applicable; over-the-counter (“OTC”) options, including flexible exchange-traded options (“Flex Options”), are typically valued at transaction price on the trade date and thereafter valued using models that consider the terms of the option and/or relevant market inputs, as applicable; open futures are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. Government securities and any other debt instruments having 60 days or less remaining until maturity are generally valued at market by an independent pricing vendor, if a market price is available. If a market price is not available, the securities are valued at amortized cost. This methodology is commonly used for short term securities that have an original maturity of 60 days or less, as well as short term securities that had an original term to maturity that exceeded 60 days. In instances when amortized cost is utilized, the Valuation Committee (the “Committee”) must reasonably conclude that the utilization of amortized cost is approximately the same as the fair value of the security. Factors the Committee will consider include, but are not limited to, an impairment of the creditworthiness of the issuer or material changes in interest rates. Fixed-income securities, including mortgage-backed and asset-backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker-dealers. In cases where broker-dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Open-end mutual funds are valued at the closing net asset value per share, while exchange-traded funds are valued at the closing market price per share.

 

7


RELATIVE VALUE PORTFOLIO  
NOTES TO FINANCIAL STATEMENTS  
(continued)   AB Variable Products Series Fund

 

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value as deemed appropriate by the Adviser. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Portfolio may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Portfolio values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. To account for this, the Portfolio generally values many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability (including those valued based on their market values as described in Note A.1 above). Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Portfolio. Unobservable inputs reflect the Portfolio’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

 

   

Level 1—quoted prices in active markets for identical investments

   

Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

   

Level 3—significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

Where readily available market prices or relevant bid prices are not available for certain equity investments, such investments may be valued based on similar publicly traded investments, movements in relevant indices since last available prices or based upon underlying company fundamentals and comparable company data (such as multiples to earnings or other multiples to equity). Where an investment is valued using an observable input, such as another publicly traded security, the investment will be classified as Level 2. If management determines that an adjustment is appropriate based on restrictions on resale, illiquidity or uncertainty, and such adjustment is a significant component of the valuation, the investment will be classified as Level 3. An investment will also be classified as Level 3 where management uses company fundamentals and other significant inputs to determine the valuation.

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of June 30, 2026:

 

       Level 1      Level 2      Level 3      Total  

Investments in Securities:

             

Assets:

             

Common Stocks(a)

     $ 1,102,210,279      $ –0 –     $ –0 –     $ 1,102,210,279  

Short-Term Investments

       20,081,170        –0 –       –0 –       20,081,170  
    

 

 

    

 

 

    

 

 

    

 

 

 

Total Investments in Securities

       1,122,291,449        –0 –       –0 –       1,122,291,449  

Other Financial Instruments(b)

       –0 –       –0 –       –0 –       –0 – 
    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     $ 1,122,291,449      $    –0 –     $    –0 –     $ 1,122,291,449  
    

 

 

    

 

 

    

 

 

    

 

 

 

 

(a)   See Portfolio of Investments for sector classifications.

 

(b)   Other financial instruments include derivative instruments, such as futures, forwards and swaps. Derivative instruments are valued at the unrealized appreciation (depreciation) on the instrument. Other financial instruments may also include swaps with upfront premiums, written options and written swaptions which are valued at market value.

 

8


    AB Variable Products Series Fund

 

3. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and ask prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturi ties of foreign fixed income investments, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Portfolio’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of foreign currency denominated assets and liabilities.

4. Taxes

It is the Portfolio’s policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Portfolio’s tax positions taken or expected to be taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

5. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Portfolio is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date the securities are purchased or sold. Investment gains or losses are determined on the identified cost basis. Non-cash dividends, if any, are recorded on the ex-dividend date at the fair value of the securities received. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income. The Portfolio accounts for distributions received from real estate investment trust (“REIT”) investments or from regulated investment companies as dividend income, realized gain, or return of capital based on information provided by the REIT or the investment company.

6. Class Allocations

All income earned and expenses incurred by the Portfolio are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Portfolio represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged proportionately to each portfolio or based on other appropriate methods. Realized and unrealized gains and losses are allocated among the various share classes based on respective net assets.

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. GAAP. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

8. Cash and Short-Term Investments

Cash and short-term investments include cash on hand and short-term investments with maturities of less than one year when purchased.

9. Segment Information

The Portfolio represents a single operating segment. An operating segment is defined in U.S. GAAP as a component of a public entity that engages in business activities from which it may recognize revenues and incur expenses, has operating

 

9


RELATIVE VALUE PORTFOLIO  
NOTES TO FINANCIAL STATEMENTS  
(continued)   AB Variable Products Series Fund

 

results that are regularly reviewed by the public entity’s chief operating decision maker (“CODM”) to make decisions about resources to be allocated to the segment and assess its performance, and has discrete financial information available. The Portfolio’s President is the CODM. The CODM monitors the operating results of the Portfolio as a whole and the pre-determined Portfolio’s long term investment strategy, which is executed by the portfolio management group. The qualitative and quantitative information contained within the financial statements is used by the CODM to assess the segment’s performance versus the Portfolio’s comparative benchmark and to make resource allocation decisions. Segment assets are reflected on the statement of assets and liabilities and segment expenses are listed on the statement of operations.

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .55% of the first $2.5 billion, .45% of the next $2.5 billion and .40% in excess of $5 billion, of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly.

On March 26, 2026, Equitable Holdings, Inc. (“Equitable”), the owner of the Adviser, entered into an Agreement and Plan of Merger (“Merger Agreement”), by and among Equitable, Corebridge Financial, Inc. (“Corebridge”) and various Corebridge subsidiaries. Equitable and Corebridge have agreed, subject to the terms and conditions of the Merger Agreement, to effect an all-stock merger transaction to combine their respective businesses into a newly-formed company (the “Transaction”). The closing of the Transaction may be deemed an “assignment” of the investment advisory agreement between the Portfolio and the Adviser. In order to ensure that the existing investment advisory services could continue uninterrupted, at a meeting held on May 5-7, 2026, the Boards of Directors/Trustees (the “Boards”) of the funds managed by the Adviser (the “AB Funds”), including the Portfolio, approved new investment advisory agreements with the Adviser, in connection with the Transaction. The Boards also agreed to call and hold a joint meeting of shareholders on August 3, 2026, for shareholders of each AB Fund to approve the new investment advisory agreement with the Adviser that would be effective after the closing of the Transaction. At the August 3, 2026 shareholder meeting, shareholders of the Portfolio approved the new investment advisory agreement.

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the six months ended June 30, 2026, the reimbursement for such services amounted to $47,779.

The Portfolio compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation retained by ABIS amounted to $1,063 for the six months ended June 30, 2026.

The Portfolio may invest in AB Government Money Market Portfolio which has a contractual annual advisory fee rate of .20% of the portfolio’s average daily net assets and bears its own expenses. Effective September 1, 2023, the Adviser has contractually agreed to waive .05% of the advisory fee of AB Government Money Market Portfolio (resulting in a net advisory fee of .15%) until August 31, 2024. In connection with the investment by the Portfolio in AB Government Money Market Portfolio, the Adviser has contractually agreed to waive its advisory fee from the Portfolio in an amount equal to the Portfolio’s pro rata share of the effective advisory fee of AB Government Money Market Portfolio, as borne indirectly by the Portfolio as an acquired fund fee and expense. For the six months ended June 30, 2026, such waiver amounted to $31,255.

A summary of the Portfolio’s transactions in AB mutual funds for the six months ended June 30, 2026 is as follows:

 

Portfolio

   Market Value
12/31/25
(000)
    Purchases
at Cost
(000)
     Sales
Proceeds
(000)
     Market Value
6/30/26
(000)
    Dividend
Income
(000)
 

AB Government Money Market Portfolio

   $ 13,258     $ 147,934      $ 141,111      $ 20,081     $ 543  

AB Government Money Market Portfolio*

     –0 –      5,170        5,170        –0 –      0 ** 
          

 

 

   

 

 

 

Total

           $ 20,081     $ 543  
          

 

 

   

 

 

 

 

*   Investments of cash collateral for securities lending transactions (see Note E).
**   Amount is less than $500.

During the year ended December 31, 2025, the Adviser reimbursed the Portfolio $249 for trading losses incurred due to NAV entry errors.

 

10


    AB Variable Products Series Fund

 

NOTE C: Distribution Plan

The Portfolio has adopted a Distribution Plan (the “Plan”) for Class B shares pursuant to Rule 12b-1 under the 1940 Act. Under the Plan, the Portfolio pays distribution and servicing fees to AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, at an annual rate of up to .50% of the Portfolio’s average daily net assets attributable to Class B shares. The fees are accrued daily and paid monthly. The Board currently limits payments under the Plan to .25% of the Portfolio’s average daily net assets attributable to Class B shares. The Plan provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities.

The Portfolio is not obligated under the Plan to pay any distribution and servicing fees in excess of the amounts set forth above. The purpose of the payments to the Distributor under the Plan is to compensate the Distributor for its distribution services with respect to the sale of the Portfolio’s Class B shares. Since the Distributor’s compensation is not directly tied to its expenses, the amount of compensation received by it under the Plan during any year may be more or less than its actual expenses. For this reason, the Plan is characterized by the staff of the Securities and Exchange Commission as being of the “compensation” variety.

In the event that the Plan is terminated or not continued, no distribution or servicing fees (other than current amounts accrued but not yet paid) would be owed by the Portfolio to the Distributor.

The Plan also provides that the Adviser may use its own resources to finance the distribution of the Portfolio’s shares.

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2026 were as follows:

 

       Purchases      Sales  

Investment securities (excluding U.S. government securities)

     $ 336,647,338      $ 409,747,650  

U.S. government securities

       –0 –       –0 – 

The cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes. Accordingly, gross unrealized appreciation and unrealized depreciation are as follows:

 

Gross unrealized appreciation

   $ 329,918,475  

Gross unrealized depreciation

     (14,446,221
  

 

 

 

Net unrealized appreciation

   $ 315,472,254  
  

 

 

 

1. Derivative Financial Instruments

The Portfolio may use derivatives in an effort to earn income and enhance returns, to replace more traditional direct investments, to obtain exposure to otherwise inaccessible markets (collectively, “investment purposes”), or to hedge or adjust the risk profile of its portfolio.

The Portfolio did not engage in derivatives transactions for the six months ended June 30, 2026.

2. Currency Transactions

The Portfolio may invest in non-U.S. Dollar-denominated securities on a currency hedged or unhedged basis. The Portfolio may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and other options. The Portfolio may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Portfolio and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Portfolio may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

NOTE E: Securities Lending

The Portfolio may enter into securities lending transactions. Under the Portfolio’s securities lending program, all loans of securities will be collateralized continually by cash collateral and/or non-cash collateral. Non-cash collateral will include only securities issued or guaranteed by the U.S. government or its agencies or instrumentalities. If the Portfolio cannot sell or repledge any non-cash collateral, such collateral will not be reflected in the portfolio of investments. If a loan is collateralized by cash, the Portfolio will be compensated for the loan from a portion of the net return from the income earned on cash

 

11


RELATIVE VALUE PORTFOLIO  
NOTES TO FINANCIAL STATEMENTS  
(continued)   AB Variable Products Series Fund

 

collateral after a rebate is paid to the borrower (in some cases, this rebate may be a “negative rebate” or fee paid by the borrower to the Portfolio in connection with the loan), and payments are made for fees of the securities lending agent and for certain other administrative expenses. If the Portfolio receives non-cash collateral, the Portfolio will receive a fee from the borrower generally equal to a negotiated percentage of the market value of the loaned securities. The Portfolio will have the right to call a loan and obtain the securities loaned at any time on notice to the borrower within the normal and customary settlement time for the securities. While the securities are on loan, the borrower is obligated to pay the Portfolio amounts equal to any dividend income or other distributions from the securities; however, these distributions will not be afforded the same preferential tax treatment as qualified dividends. The Portfolio will not be able to exercise voting rights with respect to any securities during the existence of a loan, but will have the right to regain ownership of loaned securities in order to exercise voting or other ownership rights. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent currently invests the cash collateral received in AB Government Money Market Portfolio, an eligible money market vehicle, in accordance with the investment restrictions of the Portfolio, and as approved by the Board. The collateral received on securities loaned is recorded as an asset as well as a corresponding liability in the statement of assets and liabilities. The collateral will be adjusted the next business day to maintain the required collateral amount. The amounts of securities lending income from the borrowers and AB Government Money Market Portfolio are reflected in the statement of operations. When the Portfolio earns net securities lending income from AB Government Money Market Portfolio, the income is inclusive of a rebate expense paid to the borrower. In connection with the cash collateral investment by the Portfolio in AB Government Money Market Portfolio, the Adviser has agreed to waive a portion of the Portfolio’s share of the advisory fees of AB Government Money Market Portfolio, as borne indirectly by the Portfolio as an acquired fund fee and expense. When the Portfolio lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. A principal risk of lending portfolio securities is that the borrower may fail to return the loaned securities upon termination of the loan and that the collateral will not be sufficient to replace the loaned securities. The lending agent has agreed to indemnify the Portfolio in the case of default of any securities borrower.

A summary of the Portfolio’s transactions surrounding securities lending for the six months ended June 30, 2026 is as follows:

 

                        AB Government Money Market
Portfolio
 

Market Value of
Securities
on Loan*

   

Cash Collateral*

   

Market Value of
Non-Cash
Collateral*

   

Income from
Borrowers

   

Income
Earned

   

Advisory Fee
Waived

 
$ 20,688,970     $ –0–     $ 21,394,155     $ 14,049     $ 14     $ 18  

 

*   As of June 30, 2026.

NOTE F: Capital Stock

Each class consists of 500,000,000 authorized shares. Transactions in capital shares for each class were as follows:

 

    SHARES           AMOUNT  
    Six Months Ended
June 30, 2026
(unaudited)
    Year Ended
December 31,
2025
          Six Months Ended
June 30, 2026
(unaudited)
    Year Ended
December 31,
2025
 

Class A

         

Shares sold

    829,204       4,931,518       $ 28,814,223     $ 158,193,222  

Shares issued in reinvestment of dividends and distributions

    –0 –      1,090,573         –0 –      32,422,724  

Shares redeemed

    (1,014,893     (1,272,084       (34,300,240     (40,185,289
 

 

 

   

 

 

     

 

 

   

 

 

 

Net increase (decrease)

    (185,689     4,750,007       $ (5,486,017   $ 150,430,657  
 

 

 

   

 

 

     

 

 

   

 

 

 

Class B

         

Shares sold

    372,462       1,928,163       $ 12,305,822     $ 59,521,711  

Shares issued on reinvestment of dividends and distributions

    –0 –      2,285,586         –0 –      66,099,147  

Shares redeemed

    (2,115,898     (4,752,598       (69,419,027     (145,761,265
 

 

 

   

 

 

     

 

 

   

 

 

 

Net decrease

    (1,743,436     (538,849     $ (57,113,205   $ (20,140,407
 

 

 

   

 

 

     

 

 

   

 

 

 

 

12


    AB Variable Products Series Fund

 

At June 30, 2026, certain shareholders of the Portfolio owned 50% in aggregate of the Portfolio’s outstanding shares. Significant transactions by such shareholders, if any, may impact the Portfolio’s performance.

NOTE G: Risks Involved in Investing in the Portfolio

Market Risk—The value of the Portfolio’s assets will fluctuate as the market or markets in which the Portfolio invests fluctuate. The value of the Portfolio’s investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other local, regional or global events, including public health crises (including the occurrence of a contagious disease or illness), terrorism, war, changing interest rate levels, the imposition of new or additional tariffs, or conflicts, any of which can affect large portions of the securities markets. It includes the risk that a particular style of investing may underperform the market generally.

Sector Risk—The Portfolio may have more risk than a more diversified portfolio because it may invest to a significant extent in one or more particular market sectors, such as the financials or health care sector. To the extent it does so, market or economic factors affecting the relevant sector(s) could have a major effect on the value of the Portfolio’s investments.

Capitalization Risk—Investments in small- and mid-capitalization companies may be more volatile than investments in large-capitalization companies. Investments in small- and mid-capitalization companies may have additional risks because these companies have limited product lines, markets or financial resources.

Derivatives Risk—Derivatives may be difficult to price or unwind and leveraged so that small changes may produce disproportionate losses for the Portfolio. A short position in a derivative instrument involves the risk of a theoretically unlimited increase in the value of the underlying asset, reference rate or index, which could cause the Portfolio to suffer a potentially unlimited loss. Derivatives, especially over-the-counter derivatives, are also subject to counterparty risk, which is the risk that the counterparty (the party on the other side of the transaction) on a derivative transaction will be unable or unwilling to honor its contractual obligations to the Portfolio.

Indemnification Risk—In the ordinary course of business, the Portfolio enters into contracts that contain a variety of indemnifications. The Portfolio’s maximum exposure under these arrangements is unknown. However, the Portfolio has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote. Therefore, the Portfolio has not accrued any liability in connection with these indemnification provisions.

Management Risk—The Portfolio is subject to management risk because it is an actively-managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions for the Portfolio, but there is no guarantee that its techniques will produce the intended results. Some of these techniques may incorporate, or rely upon, quantitative models, but there is no guarantee that these models will generate accurate forecasts, reduce risk or otherwise perform as expected.

NOTE H: Joint Credit Facility

A number of open-end mutual funds and ETFs managed by the Adviser, including the Fund, participate in a $380 million credit facility (the “Facility”) intended to provide short-term financing related to redemptions and other short-term liquidity requirements. The Facility, which will expire on June 23, 2027, may be renewed for an additional term dependent upon the election of the participating funds and lenders. A commitment fee of 0.15% per annum of the Facility amount is paid by the participating funds. The portion of the commitment fee related to the ETFs is paid by the Adviser pursuant to the ETF’s unitary fee structure. The Fund did not utilize the Facility during the six months ended June 30, 2026.

NOTE I: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2026 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2025 and December 31, 2024 were as follows:

 

       2025        2024  

Distributions paid from:

         

Ordinary income

     $ 10,306,651        $ 11,941,310  

Net long-term capital gains

       88,215,220          32,320,037  
    

 

 

      

 

 

 

Total taxable distributions paid

     $ 98,521,871        $ 44,261,347  
    

 

 

      

 

 

 

 

13


RELATIVE VALUE PORTFOLIO  
NOTES TO FINANCIAL STATEMENTS  
(continued)   AB Variable Products Series Fund

 

As of December 31, 2025, the components of accumulated earnings (deficit) on a tax basis were as follows:

 

Undistributed ordinary income

   $ 10,704,119  

Undistributed capital gains

     25,420,187  

Unrealized appreciation (depreciation)

     234,185,818 (a) 
  

 

 

 

Total accumulated earnings (deficit)

   $ 270,310,124  
  

 

 

 

 

(a)   The difference between book-basis and tax-basis unrealized appreciation (depreciation) is attributable primarily to the tax deferral of losses on wash sales.

For tax purposes, net realized capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of December 31, 2025, the Portfolio did not have any capital loss carryforwards.

NOTE J: Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Funds’ financial statements through this date.

 

14


 
RELATIVE VALUE PORTFOLIO  
FINANCIAL HIGHLIGHTS   AB Variable Products Series Fund

 

Selected Data For A Share of Capital Stock Outstanding Throughout Each Period

 

          CLASS A  
    Six Months
Ended
June 30, 2026
(unaudited)
    Year Ended December 31,  
    2025     2024     2023     2022     2021  

Net asset value, beginning of period

    $31.74       $31.68       $29.50       $29.00       $36.83       $28.97  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
           

Income From Investment Operations

           

Net investment income(a)(b)

    .18       .39       .42       .47       .48       .38  

Net realized and unrealized gain (loss) on investment transactions

    4.15       2.72       3.36       2.86       (2.21     7.76  

Contributions from Affiliates

    –0 –      .00 (c)      –0 –      –0 –      –0 –      –0 – 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease) in net asset value from operations

    4.33       3.11       3.78       3.33       (1.73     8.14  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
           

Less: Dividends and Distributions

           

Dividends from net investment income

    –0 –      (.37     (.47     (.45     (.49     (.28

Distributions from net realized gain on investment transactions

    –0 –      (2.68     (1.13     (2.38     (5.61     –0 – 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total dividends and distributions

    –0 –      (3.05     (1.60     (2.83     (6.10     (.28
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

    $36.07       $31.74       $31.68       $29.50       $29.00       $36.83  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Return

           

Total investment return based on net asset value(d)(e)

    13.64     10.47     13.02     12.03     (4.19 )%      28.15
           

Ratios/Supplemental Data

           

Net assets, end of period (000’s omitted)

    $404,679       $362,035       $210,860       $174,389       $157,648       $170,190  

Ratio to average net assets of:

           

Expenses, net of waivers/reimbursements‡(f)

    .59 %(g)      .59     .60     .60     .59     .59

Expenses, before waiver/reimbursements‡(f)

    .59 %(g)      .60     .60     .61     .59     .59

Net investment income(b)

    1.05 %(g)      1.23     1.33     1.65     1.50     1.13

Portfolio turnover rate

    32     74     58     70     66     51
           

‡ Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying

  

portfolios

    .01 %(g)      .01     .01     .01     .00     .00

 

 

 

 

See footnote summary on page 17.

 

15


RELATIVE VALUE PORTFOLIO  
FINANCIAL HIGHLIGHTS  
(continued)   AB Variable Products Series Fund

 

Selected Data For A Share of Capital Stock Outstanding Throughout Each Period

 

          CLASS B  
    Six Months
Ended
June 30, 2026
(unaudited)
    Year Ended December 31,  
    2025     2024     2023     2022     2021  

Net asset value, beginning of period

    $30.85       $30.87       $28.78       $28.36       $36.12       $28.43  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
           

Income From Investment Operations

           

Net investment income(a)(b)

    .13       .30       .34       .39       .39       .29  

Net realized and unrealized gain (loss) on investment transactions

    4.03       2.65       3.28       2.79       (2.16     7.61  

Contributions from affiliates

    –0 –      .00 (c)      –0 –      –0 –      –0 –      –0 – 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease) in net asset value from operations

    4.16       2.95       3.62       3.18       (1.77     7.90  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
           

Less: Dividends and Distributions

           

Dividends from net investment income

    –0 –      (.29     (.40     (.38     (.38     (.21

Distributions from net realized gain on investment transactions

    –0 –      (2.68     (1.13     (2.38     (5.61     –0 – 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total dividends and distributions

    –0 –      (2.97     (1.53     (2.76     (5.99     (.21
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

    $35.01       $30.85       $30.87       $28.78       $28.36       $36.12  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Return

           

Total investment return based on net asset value(d)(e)

    13.48     10.20     12.76     11.72     (4.42 )%      27.84
           

Ratios/Supplemental Data

           

Net assets, end of period (000’s omitted)

    $727,085       $694,454       $711,574       $684,361       $677,187       $752,562  

Ratio to average net assets of:

           

Expenses, net of waivers/reimbursements‡(f)

    .84 %(g)      .84     .85     .85     .84     .84

Expenses, before waiver/reimbursements‡(f)

    .84 %(g)      .85     .85     .86     .84     .85

Net investment income(b)

    .80 %(g)      .98     1.08     1.40     1.25     .87

Portfolio turnover rate

    32%       74     58     70     66     51
           

‡ Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying

  

portfolios

    .01 %(g)      .01     .01     .01     .00     .00

 

 

 

 

See footnote summary on page 17.

 

16


    AB Variable Products Series Fund

 

(a)   Based on average shares outstanding.

 

(b)   Net of expenses waived/reimbursed by the Adviser.

 

(c)   Amount is less than $.005.

 

(d)   Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Total investment return does not reflect (i) insurance company’s separate account related expense charges and (ii) the deductions of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares. Total investment return calculated for a period of less than one year is not annualized.

 

(e)   Includes the impact of proceeds received and credited to the Portfolio resulting from class action settlements, which enhanced the Portfolio’s performance for the years ended December 31, 2025 and December 31, 2024 by .02% and .10%.

 

(f)   In connection with the Portfolio investments in affiliated underlying portfolios, the Portfolio incurs no direct expenses, but bears proportionate shares of the fees and expenses (i.e., operating, administrative and investment advisory fees) of the affiliated underlying portfolios. The Adviser has contractually agreed to waive its fees from the Portfolio in an amount equal to the Portfolio pro rata share of certain acquired fund fees and expenses, and for the for the six months ended June 30, 2026 and for the years ended December 31, 2025 and December 31, 2023, such waiver amounted to .01% (annualized), .01% and .01%, respectively.

 

(g)   Annualized.

See notes to financial statements.

 

17


 
RELATIVE VALUE PORTFOLIO  
CONTINUANCE DISCLOSURE   AB Variable Products Series Fund

 

INFORMATION REGARDING THE REVIEW AND APPROVAL OF THE FUND’S PROPOSED NEW ADVISORY AGREEMENT AND INTERIM ADVISORY AGREEMENT IN THE CONTEXT OF A POTENTIAL ASSIGNMENT

As described in more detail in the Proxy Statement for AB Variable Products Series Fund, Inc. (the “Company”) dated June 23, 2026, the Board of the Company, at a meeting held in-person on May 5-7, 2026, approved a new advisory agreement with the Adviser (the “Proposed Agreement”) in respect of each fund organized as a series of the Company (the “Funds”), including AB Relative Value Portfolio (the “Fund”), in connection with an Agreement and Plan of Merger (the “Merger Agreement”) by and among Equitable Holdings, Inc. (“Equitable”) (the holder of a majority of the partnership interests in the Adviser and the indirect parent of AllianceBernstein Corporation, the general partner of the Adviser), Corebridge Financial, Inc. (“Corebridge”), and various Corebridge subsidiaries, pursuant to which Equitable and Corebridge have agreed, subject to the terms and conditions of the Merger Agreement, to effect an all-stock merger transaction to combine their respective businesses into a newly formed company. Because Equitable controls the Adviser, the Merger may result in an “assignment” (within the meaning of section 2(a)(4) of the Investment Company Act) of the current advisory agreement for the Company in respect of the Funds, including Fund, resulting in the automatic termination of such advisory agreement.

At the same meeting, the Board also considered and approved an interim advisory agreement with the Adviser (the “Interim Advisory Agreement”) for the Company in respect of the Funds, including the Fund, to be effective only in the event that stockholder approval of the Proposed Agreement had not been obtained as of the date of the Merger resulting in an “assignment” of the Adviser’s current advisory agreement and its automatic termination.

The stockholders of the Fund subsequently approved the Proposed Agreement at an annual meeting of stockholders called for the purpose of electing Directors and voting on the Proposed Agreement.

 

A discussion regarding the basis for the Boards’ approvals at the meeting held on May 5-7, 2026, is set forth below.

At a meeting of the Board held in-person on May 5-7, 2026, the Adviser presented its recommendation that the Board consider and approve the Proposed Agreement in respect of each Fund. The Current Agreement in respect of each Fund provides for automatic termination in the event of an assignment, and the closing of the transaction contemplated by the Merger Agreement may result in an assignment. The Proposed Agreement is being considered to take effect upon the closing, subject to stockholder approval. In connection with their approval of the Proposed Agreement in respect of each Fund, the Board considered its conclusions in connection with its most recent approval of the Current Agreement, in particular in cases where the last approval of the Current Agreement in respect of a Fund was relatively recent, including the Board’s general satisfaction with the nature and quality of services being provided and, as applicable, in the case of certain Funds, actions taken or to be taken in an effort to improve investment performance or reduce expense ratios. Also in connection with their approval of the Proposed Agreement, the Board considered a representation made to them at that time by the Adviser that there were no additional developments not already disclosed to the Board since their most recent approval of the Current Agreement in respect of a Fund that would be a material consideration to the Board in connection with their consideration of the Proposed Agreement, except for matters disclosed to the Board by the Adviser. The Directors considered the fact that the Proposed Agreement would have corresponding terms and conditions identical to those of the Current Agreement with the exception of the effective date and initial term under the Proposed Agreement.

The Directors considered their knowledge of the nature and quality of the services provided by the Adviser to each Fund gained from their experience as directors or trustees of the registered investment companies advised by the Adviser, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the Directors and its responsiveness, frankness and attention to concerns raised by the Directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the Funds. The Directors noted that they have four regular meetings each year, at each of which they review extensive materials and information from the Adviser, including information on the investment performance of each Fund.

The Directors also considered all factors they believed relevant, including the specific matters discussed below. During the course of their deliberations, the Directors evaluated, among other things, the reasonableness of the management fees of the Funds they oversee. The Directors did not identify any particular information that was all-important or controlling, and different Directors may have attributed different weights to the various factors. The Directors determined that the selection of the Adviser to manage the Funds, and the overall arrangements between the Funds and the Adviser, as provided in the Proposed Agreement, including the management fees, were fair and reasonable in light of the services performed under the

 

18


    AB Variable Products Series Fund

 

Current Agreement and to be performed under the Proposed Agreement, expenses incurred and to be incurred and such other matters as the Directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the Directors’ determinations included the following:

Nature, Extent and Quality of Services Provided

The Directors considered the scope and quality of services to be provided by the Adviser under the Proposed Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Funds. They also considered the information that had been provided to them by the Adviser concerning the anticipated implementation of the Merger Agreement and the Adviser’s representation that it did not anticipate that such implementation would affect the management or structure of the Adviser, have a material adverse effect on the Adviser, or adversely affect the quality of the services provided to the Funds by the Adviser and its affiliates. The Directors noted that the Adviser from time to time reviews each Fund’s investment strategies and from time to time proposes changes intended to improve the Fund’s relative or absolute performance for the Directors’ consideration. They also noted the professional experience and qualifications of each Fund’s portfolio management team and other senior personnel of the Adviser. The Directors also considered that the Proposed Agreement, similar to the Current Agreement, provides that the Funds will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services to the Funds by employees of the Adviser or its affiliates. Requests for these reimbursements are made on a quarterly basis and subject to approval by the Directors. Reimbursements, to the extent requested and paid, result in a higher rate of total compensation from the Funds to the Adviser than the fee rate stated in the Proposed Agreement. The Directors noted that the methodology to be used to determine the reimbursement amounts had been reviewed by an independent consultant at the request of the Directors. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Funds’ other service providers, also was considered. The Directors concluded that, overall, they were satisfied with the nature, extent and quality of services to be provided to each Fund under the Proposed Agreement.

Costs of Services to be Provided and Profitability

The Directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of each Fund to the Adviser for calendar years 2024 and 2025, as applicable, that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant at the request of the Directors. The Directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The Directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with a Fund, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Fund, as applicable. The Directors recognized that it is difficult to make comparisons of the profitability of the Proposed Agreement with the profitability of fund advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The Directors focused on the profitability of the Adviser’s relationship with each Fund before taxes and distribution expenses. The Directors noted that certain Funds, as applicable, were not profitable to the Adviser in one or more periods reviewed. The Directors concluded that the Adviser’s level of profitability from its relationship with the other Funds was not unreasonable.

Fall-Out Benefits

The Directors considered the other benefits to the Adviser and its affiliates from their relationships with the Funds and the money market fund advised by the Adviser in which the Funds invest, as applicable, including, but not limited to, as applicable, benefits relating to soft dollar arrangements (whereby investment advisers receive brokerage and research services from brokers that execute agency transactions for their clients) in the case of certain Funds; 12b-1 fees and sales charges received by the principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of the Class B shares of the Funds; brokerage commissions paid by certain Funds to brokers affiliated with the Adviser; and transfer agency fees paid by the Funds to a wholly owned subsidiary of the Adviser. The Directors recognized that the Adviser’s profitability would be somewhat lower, and that a Fund’s unprofitability to the Adviser would be exacerbated, without these benefits. The Directors understood that the Adviser also might derive reputational and other benefits from its association with the Funds.

Investment Results

In addition to the information reviewed by the Directors in connection with the Board meeting at which the Proposed Agreement was approved, the Directors receive detailed performance information for the Funds at each regular Board meeting during the year.

 

19


RELATIVE VALUE PORTFOLIO  
CONTINUANCE DISCLOSURE  
(continued)   AB Variable Products Series Fund

 

The Board’s consideration of the Proposed Agreement was informed by their most recent approval of the Current Agreement, and, in the case of certain Funds, their discussion with the Adviser of the reasons for those Funds’ underperformance in certain periods. The Directors also reviewed updated performance information and, in some cases, discussed with the Adviser the reasons for changes in performance or continued underperformance. On the basis of this review, the Directors determined to continue to monitor the performance of certain Funds closely and concluded that the investment performance of each other Fund was acceptable.

Management Fees and Other Expenses

The Directors considered the management fee rate payable by each Fund to the Adviser and information prepared by an independent service provider (the “15(c) provider”) concerning management fee rates payable by other funds in the same category as the Fund. The Directors recognized that it is difficult to make comparisons of management fees because there are variations in the services that are included in the fees paid by other funds. The Directors compared each Fund’s contractual management fee rate with a peer group median, and where applicable, took into account the impact on the management fee rate of the administrative expense reimbursement paid to the Adviser in the latest fiscal year.

The Directors also considered the Adviser’s fee schedule for other clients utilizing investment strategies similar to those of each Fund. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and in a report from the Funds’ Senior Vice President and noted the differences between a Fund’s fee schedule, on the one hand, and the Adviser’s institutional fee schedule and the schedule of fees charged by the Adviser to any offshore funds and for services to any sub-advised funds utilizing investment strategies similar to those of the Fund, on the other, as applicable. The Directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the Directors and that they had previously discussed with the Adviser its policies in respect of such arrangements.

The Adviser reviewed with the Directors the significantly greater scope of the services it provides to each Fund relative to institutional, offshore fund and sub-advised fund clients, as applicable. In this regard, the Adviser noted, among other things, that, compared to institutional and offshore or sub-advisory accounts, each Fund, as applicable, (i) demands considerably more portfolio management, research and trading resources due to significantly higher daily cash flows; (ii) has more tax and regulatory restrictions and compliance obligations; (iii) must prepare and file or distribute regulatory and other communications about fund operations; and (iv) must provide shareholder servicing to retail investors. The Adviser also reviewed the greater legal risks presented by the large and changing population of Fund stockholders who may assert claims against the Adviser in individual or class actions, and the greater entrepreneurial risk in offering new fund products, which require substantial investment to launch, may not succeed, and generally must be priced to compete with larger, more established funds resulting in lack of profitability to the Adviser until a new fund achieves scale. In light of the substantial differences in services rendered by the Adviser to institutional, offshore fund and sub-advised fund clients as compared to the Funds, and the different risk profile, the Directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

In connection with their review of each Fund’s management fee, the Directors also considered the total expense ratio of the Fund in comparison to the medians for a peer group and a peer universe selected by the 15(c) provider. The Directors also considered the Adviser’s expense caps for certain Funds. The Directors view expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to a Fund by others.

The Board’s consideration of the Proposed Agreement was informed by their most recent approval of the Current Agreement, and, in the case of certain Funds, their discussion with the Adviser of the reasons for those Funds’ expense ratios in certain periods. On the basis of this review, the Directors concluded that each Fund’s expense ratio was acceptable.

Economies of Scale

The Directors noted that the management fee schedules for certain Funds do not contain breakpoints and that they had discussed their strong preference for breakpoints in advisory contracts with the Adviser. The Directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the Funds, and presentations from time to time by the Adviser concerning certain of its views on economies of scale. The Directors also had requested and received from the Adviser certain updates on economies of scale in advance of the Board meeting. The Directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and

 

20


    AB Variable Products Series Fund

 

not only in respect of a single fund. The Directors noted that there is no established methodology for setting breakpoints that give effect to the fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The Directors observed that in the mutual fund industry as a whole, as well as among funds similar to each Fund, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The Directors also noted that the advisory agreements for many funds do not have breakpoints at all.

The Directors informed the Adviser that they would monitor the asset levels of the Funds without breakpoints and their profitability to the Adviser and anticipated revisiting the question of breakpoints in the future if circumstances warrant doing so.

Interim Advisory Agreement

In approving the Interim Advisory Agreement, the Board with the assistance of independent counsel, considered similar factors to those considered in approving the Proposed Agreement. The Interim Advisory Agreement approved by the Board is identical to the Proposed Agreement, as well as the Current Agreement, in all material respects except for its proposed effective and termination dates and pro-visions intended to comply with the requirements of the relevant SEC rule, such as provisions requiring escrow of advisory fees. Under the Interim Advisory Agreement, the Adviser would continue to manage a Fund until a new advisory agreement was approved by stockholders or until the end of the 150-day period after termination of the Current Agreement, whichever would occur earlier. All fees earned by the Adviser under the Interim Advisory Agreement would be held in escrow pending stockholder approval of the Proposed Agreement. Upon approval of a new advisory agreement by stockholders, the escrowed management fees would be paid to the Adviser, and the Interim Advisory Agreement would terminate.

Information Regarding the Review and Approval of the Fund’s Current Advisory Agreement

The disinterested directors (the “directors”) of AB Variable Products Series Fund, Inc. (the “Company”) unanimously approved the continuance of the Company’s Advisory Agreement with the Adviser in respect of AB Relative Value Portfolio (formerly AB Growth and Income Portfolio) (the “Fund”) at a meeting held in-person on May 5-7, 2026 (the “Meeting”).

Prior to approval of the continuance of the Advisory Agreement, the directors had requested from the Adviser, and received and evaluated, extensive materials. They reviewed the proposed continuance of the Advisory Agreement with the Adviser and with experienced counsel who are independent of the Adviser, who advised on the relevant legal standards. The directors also reviewed additional materials, including comparative analytical data prepared by the Senior Vice President of the Fund. The directors also discussed the proposed continuance in private sessions with counsel.

The directors considered their knowledge of the nature and quality of the services provided by the Adviser to the Fund gained from their experience as directors or trustees of most of the registered investment companies advised by the Adviser, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the directors and its responsiveness, frankness and attention to concerns raised by the directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the AB Funds. The directors noted that they have four regular meetings each year, at each of which they review extensive materials and information from the Adviser, including information on the investment performance of the Fund.

The directors also considered all factors they believed relevant, including the specific matters discussed below. During the course of their deliberations, the directors evaluated, among other things, the reasonableness of the advisory fee. The directors did not identify any particular information that was all-important or controlling, and different directors may have attributed different weights to the various factors. The directors determined that the selection of the Adviser to manage the Fund and the overall arrangements between the Fund and the Adviser, as provided in the Advisory Agreement, including the advisory fee, were fair and reasonable in light of the services performed, expenses incurred and such other matters as the directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the directors’ determinations included the following:

Nature, Extent and Quality of Services Provided

The directors considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Fund. The directors noted that the Adviser from time to time reviews the Fund’s investment strategies and from

 

21


RELATIVE VALUE PORTFOLIO  
CONTINUANCE DISCLOSURE  
(continued)   AB Variable Products Series Fund

 

time to time proposes changes intended to improve the Fund’s relative or absolute performance for the directors’ consideration. They also noted the professional experience and qualifications of the Fund’s portfolio management team and other senior personnel of the Adviser. The directors also considered that the Advisory Agreement provides that the Fund will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services to the Fund by employees of the Adviser or its affiliates. Requests for these reimbursements are made on a quarterly basis and subject to approval by the directors. Reimbursements, to the extent requested and paid, result in a higher rate of total compensation from the Fund to the Adviser than the fee rate stated in the Advisory Agreement. The directors noted that the methodology used to determine the reimbursement amounts had been reviewed by an independent consultant at the request of the directors. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Fund’s other service providers, also was considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Fund under the Advisory Agreement.

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of the Fund to the Adviser for calendar years 2024 and 2025 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant at the request of the directors. The directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Fund, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Fund. The directors recognized that it is difficult to make comparisons of the profitability of the Advisory Agreement with the profitability of fund advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability of the Adviser’s relationship with the Fund before taxes and distribution expenses. The directors concluded that the Adviser’s level of profitability from its relationship with the Fund was not unreasonable.

Fall-Out Benefits

The directors considered the other benefits to the Adviser and its affiliates from their relationships with the Fund and the money market fund advised by the Adviser in which the Fund invests, including, but not limited to, benefits relating to soft dollar arrangements (whereby investment advisers receive brokerage and research services from brokers that execute agency transactions for their clients); 12b-1 fees and sales charges received by the Fund’s principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of the Fund’s Class B shares; brokerage commissions paid by the Fund to brokers affiliated with the Adviser; and transfer agency fees paid by the Fund to a wholly owned subsidiary of the Adviser. The directors recognized that the Fund’s profitability to the Adviser would be somewhat lower without these benefits. The directors understood that the Adviser also might derive reputational and other benefits from its association with the Fund.

Investment Results

In addition to the information reviewed by the directors in connection with the Meeting, the directors receive detailed performance information for the Fund at each regular Board meeting during the year.

At the Meeting, the directors reviewed performance information prepared by an independent service provider (the “15(c) service provider”), showing the performance of the Class A Shares of the Fund against a group of similar funds (“peer group”) and a larger group of similar funds (“peer universe”), each selected by the 15(c) service provider, and information prepared by the Adviser showing performance of the Class A Shares against a broad-based securities market index, in each case for the 1-, 3-, 5- and 10-year periods ended February 28, 2026 and (in the case of comparisons with the broad-based securities market index) for the period from inception. The directors discussed with the Adviser the reasons for the Fund’s underperformance in certain periods and determined to continue to monitor the Fund’s performance closely.

Advisory Fees and Other Expenses

The directors considered the advisory fee rate payable by the Fund to the Adviser and information prepared by the 15(c) service provider concerning advisory fee rates payable by other funds in the same category as the Fund. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds. The directors compared the Fund’s contractual effective advisory fee rate with a peer group median and noted that it was lower than the median. They also noted that the Adviser’s total rate of

 

22


    AB Variable Products Series Fund

 

compensation, taking into account the impact of the administrative expense reimbursement paid to the Adviser in the latest fiscal year, was lower than the median.

The directors also considered the Adviser’s fee schedule for other clients utilizing investment strategies similar to those of the Fund. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and in a report from the Fund’s Senior Vice President and noted the differences between the Fund’s fee schedule, on the one hand, and the Adviser’s institutional fee schedule and the schedule of fees charged by the Adviser to any offshore funds and for services to any sub-advised funds utilizing investment strategies similar to those of the Fund, on the other. The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The directors also compared the advisory fee rate for the Fund with that for another fund advised by the Adviser utilizing similar investment strategies.

The Adviser reviewed with the directors the significantly greater scope of the services it provides to the Fund relative to institutional, offshore fund and sub-advised fund clients. In this regard, the Adviser noted, among other things, that, compared to institutional and offshore or sub-advisory accounts, the Fund (i) demands considerably more portfolio management, research and trading resources due to significantly higher daily cash flows; (ii) has more tax and regulatory restrictions and compliance obligations; (iii) must prepare and file or distribute regulatory and other communications about fund operations; and (iv) must provide shareholder servicing to retail investors. The Adviser also reviewed the greater legal risks presented by the large and changing population of Fund shareholders who may assert claims against the Adviser in individual or class actions, and the greater entrepreneurial risk in offering new fund products, which require substantial investment to launch, may not succeed, and generally must be priced to compete with larger, more established funds resulting in lack of profitability to the Adviser until a new fund achieves scale. In light of the substantial differences in services rendered by the Adviser to institutional, offshore fund and sub-advised fund clients as compared to the Fund, and the different risk profile, the directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

In connection with their review of the Fund’s advisory fee, the directors also considered the total expense ratio of the Class A shares of the Fund in comparison to the medians for a peer group and a peer universe selected by the 15(c) service provider. The Class A expense ratio of the Fund was based on the Fund’s latest fiscal year. The directors noted that it was likely that the expense ratios of some of the other funds in the Fund’s category were lowered by waivers or reimbursements by those funds’ investment advisers, which in some cases might be voluntary or temporary. The directors view expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to the Fund by others. The directors noted that the Fund’s expense ratio was lower than the medians. Based on their review, the directors concluded that the Fund’s expense ratio was acceptable.

Economies of Scale

The directors noted that the advisory fee schedule for the Fund contains breakpoints that reduce the fee rates on assets above specified levels. The directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the AB Funds, and presentations from time to time by the Adviser concerning certain of its views on economies of scale. The directors also had requested and received from the Adviser certain updates on economies of scale in advance of the Meeting. The directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The directors noted that there is no established methodology for setting breakpoints that give effect to the fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The directors observed that in the mutual fund industry as a whole, as well as among funds similar to the Fund, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The directors also noted that the advisory agreements for many funds do not have breakpoints at all. Having taken these factors into account, the directors concluded that the Fund’s shareholders would benefit from a sharing of economies of scale in the event the Fund’s net assets exceed a breakpoint in the future.

 

23


VPS-RV-0152-0626


JUN 06.30.26

 

LOGO

 

SEMI-ANNUAL FINANCIAL STATEMENTS AND ADDITIONAL INFORMATION

AB VARIABLE PRODUCTS SERIES FUND, INC.

 

+  

AB SMALL CAP GROWTH PORTFOLIO


 

 

 

Investment Products Offered

 

   

Are Not FDIC Insured

   

May Lose Value

   

Are Not Bank Guaranteed

AllianceBernstein Investments, Inc. (ABI) is the distributor of the AB family of mutual funds. ABI is a member of FINRA and is an affiliate of AllianceBernstein L.P., the Adviser of the funds.

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AB’s website at www.abfunds.com or go to the Securities and Exchange Commission’s (the “Commission”) website at www.sec.gov, or call AB at (800) 227 4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The Fund’s Form N-PORT reports are available on the Commission’s website at www.sec.gov.

The [A/B] logo and AllianceBernstein® are registered trademarks used by permission of the owner, AllianceBernstein L.P.


SMALL CAP GROWTH PORTFOLIO  
PORTFOLIO OF INVESTMENTS  
June 30, 2026 (unaudited)   AB Variable Products Series Fund

 




Company
  Shares     U.S. $ Value  
                                 

COMMON STOCKS–100.2%

   
   

HEALTH CARE–25.8%

   

BIOTECHNOLOGY–13.1%

   

Apogee Therapeutics, Inc.(a)

    1,777     $ 235,861  

Ascendis Pharma A/S(a)

    1,375       366,740  

Avalo Therapeutics, Inc.(a)

    9,502       175,597  

Bridgebio Pharma, Inc.(a)

    5,153       383,795  

Celcuity, Inc.(a)

    3,120       326,414  

CG oncology, Inc.(a)(b)

    6,539       464,596  

Cogent Biosciences, Inc.(a)

    2,188       84,676  

Denali Therapeutics, Inc.(a)(b)

    13,143       338,038  

Dianthus Therapeutics, Inc.(a)

    3,812       371,594  

Eikon Therapeutics, Inc.(a)(b)

    8,739       114,044  

Erasca, Inc.(a)

    19,344       354,382  

Halozyme Therapeutics, Inc.(a)

    3,076       240,758  

Ideaya Biosciences, Inc.(a)(b)

    6,963       259,511  

Kymera Therapeutics, Inc.(a)(b)

    4,622       530,005  

Madrigal Pharmaceuticals, Inc.(a)

    696       373,717  

Mineralys Therapeutics, Inc.(a)

    8,262       222,909  

Newamsterdam Pharma Co. NV(a)(b)

    5,858       198,528  

Palvella Therapeutics, Inc.(a)

    1,977       302,125  

Parabilis Medicines, Inc.(a)

    6,296       172,321  

Relay Therapeutics, Inc.(a)(b)

    19,290       360,916  

Rhythm Pharmaceuticals, Inc.(a)

    4,206       466,992  

Vera Therapeutics, Inc.(a)(b)

    7,460       320,109  

Viridian Therapeutics, Inc.(a)(b)

    9,321       171,227  

Xenon Pharmaceuticals, Inc.(a)

    7,468       450,768  

Zenas Biopharma, Inc.(a)(b)

    8,665       219,918  
   

 

 

 
      7,505,541  
   

 

 

 

HEALTH CARE EQUIPMENT & SUPPLIES–2.7%

   

AtriCure, Inc.(a)

    14,504       405,822  

Glaukos Corp.(a)(b)

    5,978       835,485  

Kestra Medical Technologies Ltd.(a)(b)

    11,764       299,276  
   

 

 

 
      1,540,583  
   

 

 

 

HEALTH CARE PROVIDERS & SERVICES–3.9%

   

Billiontoone, Inc.–Class A(a)(b)

    2,420       290,351  

BrightSpring Health Services, Inc.(a)

    15,174       1,058,235  

Guardant Health, Inc.(a)

    5,792       868,974  
   

 

 

 
      2,217,560  
   

 

 

 

HEALTH CARE TECHNOLOGY–0.9%

   

HeartFlow, Inc.(a)(b)

    17,653       517,939  
   

 

 

 

LIFE SCIENCES TOOLS & SERVICES–1.2%

   

Alamar Biosciences, Inc.(a)(b)

    8,575       232,297  

Repligen Corp.(a)(b)

    3,538       482,725  
   

 

 

 
      715,022  
   

 

 

 

PHARMACEUTICALS–4.0%

   

Definium Therapeutics, Inc.(a)

    8,791       413,529  

Edgewise Therapeutics, Inc.(a)

    10,213       414,954  



Company
  Shares     U.S. $ Value  
                                 

Enliven Therapeutics, Inc.(a)

    7,287     $ 369,815  

Kardigan, Inc.(a)

    14,182       338,241  

Rapport Therapeutics, Inc.(a)(b)

    5,448       227,018  

Structure Therapeutics, Inc. (ADR)(a)

    2,910       156,180  

Trevi Therapeutics, Inc.(a)

    19,840       370,016  
   

 

 

 
      2,289,753  
   

 

 

 
      14,786,398  
   

 

 

 

INDUSTRIALS–23.4%

   

AEROSPACE & DEFENSE–6.0%

   

Aevex Corp.–Class A(a)(b)

    19,889       415,481  

Applied Aerospace & Defense, Inc.(a)(b)

    20,464       466,170  

Hawkeye 360, Inc.(a)

    12,015       242,944  

Karman Holdings, Inc.(a)(b)

    8,260       412,339  

Kratos Defense & Security Solutions, Inc.(a)

    10,184       507,774  

Moog, Inc.–Class A

    2,619       1,110,037  

Voyager Technologies, Inc.–Class A(a)(b)

    7,656       246,906  
   

 

 

 
      3,401,651  
   

 

 

 

BUILDING PRODUCTS–2.4%

   

Modine Manufacturing Co.(a)

    2,516       671,822  

Zurn Elkay Water Solutions Corp.–Class C

    13,824       698,527  
   

 

 

 
      1,370,349  
   

 

 

 

CONSTRUCTION & ENGINEERING–2.6%

   

Everus Construction Group, Inc.(a)

    4,222       700,641  

Legence Corp.–Class A(a)

    9,168       781,389  
   

 

 

 
      1,482,030  
   

 

 

 

ELECTRICAL EQUIPMENT–4.1%

   

Dpc Holdings Ltd.(a)(b)

    4,239       207,965  

ERock, Inc.–Class A(a)(b)

    15,694       227,563  

Forgent Power Solutions, Inc.–Class A(a)

    10,315       576,196  

Generac Holdings, Inc.(a)

    2,038       596,747  

Nextpower, Inc.–Class A(a)

    6,243       743,791  
   

 

 

 
      2,352,262  
   

 

 

 

GROUND TRANSPORTATION–1.2%

   

Saia, Inc.(a)

    1,583       666,696  
   

 

 

 

MACHINERY–5.1%

   

Enpro, Inc.

    2,155       812,284  

ESCO Technologies, Inc.

    2,665       932,857  

ITT, Inc.

    2,604       514,967  

SPX Technologies, Inc.(a)

    2,772       679,611  
   

 

 

 
      2,939,719  
   

 

 

 

PROFESSIONAL SERVICES–2.0%

   

FTI Consulting, Inc.(a)(b)

    4,026       599,914  

Planet Labs PBC(a)(b)

    16,807       556,816  
   

 

 

 
      1,156,730  
   

 

 

 
      13,369,437  
   

 

 

 

 

1


SMALL CAP GROWTH PORTFOLIO  
PORTFOLIO OF INVESTMENTS  
(continued)   AB Variable Products Series Fund

 




Company
  Shares     U.S. $ Value  
                                 

INFORMATION TECHNOLOGY–22.5%

   

COMMUNICATIONS EQUIPMENT–1.3%

   

Viavi Solutions, Inc.(a)

    15,317     $ 731,387  
   

 

 

 

ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS–5.6%

   

Advanced Energy Industries, Inc.

    2,216       826,280  

Allegro MicroSystems, Inc.(a)(b)

    9,176       638,833  

Littelfuse, Inc.

    1,191       542,298  

nLight, Inc.(a)

    7,929       552,017  

TTM Technologies, Inc.(a)

    3,303       617,727  
   

 

 

 
      3,177,155  
   

 

 

 

IT SERVICES–1.0%

   

DigitalOcean Holdings, Inc.(a)

    3,707       582,110  
   

 

 

 

SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–8.5%

   

Ambiq Micro, Inc.(a)

    5,241       462,780  

FormFactor, Inc.(a)

    3,282       524,890  

MACOM Technology Solutions Holdings, Inc.(a)

    1,065       405,094  

Navitas Semiconductor Corp.(a)

    22,171       397,304  

Semtech Corp.(a)

    5,431       879,008  

Silicon Motion Technology Corp. (ADR)

    1,194       397,996  

SiTime Corp.(a)

    1,189       886,471  

Ultra Clean Holdings, Inc.(a)(b)

    6,406       913,432  
   

 

 

 
      4,866,975  
   

 

 

 

SOFTWARE–6.1%

   

Core Scientific, Inc.(a)

    25,466       651,675  

Hut 8 Corp.(a)(b)

    6,607       762,745  

JFrog Ltd.(a)

    8,807       800,380  

Rubrik, Inc.–Class A(a)

    8,186       657,172  

Runway AI, Inc.(a)(c)(d)

    7,184       109,735  

ServiceTitan, Inc.–Class A(a)

    7,153       505,789  
   

 

 

 
      3,487,496  
   

 

 

 
      12,845,123  
   

 

 

 

FINANCIALS–9.4%

   

BANKS–0.9%

   

Western Alliance Bancorp

    6,550       538,410  
   

 

 

 

CAPITAL MARKETS–3.6%

   

Lincoln International, Inc.(a)

    11,850       282,859  

Marex Group PLC

    12,045       734,143  

Piper Sandler Cos.

    8,032       581,035  

Stifel Financial Corp.

    6,530       455,598  
   

 

 

 
      2,053,635  
   

 

 

 

CONSUMER FINANCE–3.1%

   

Dave, Inc.(a)

    1,616       602,105  

Figure Technology Solutions, Inc.–Class A(a)

    9,829       301,849  

FirstCash Holdings, Inc.(b)

    3,930       850,138  
   

 

 

 
      1,754,092  
   

 

 

 



Company
  Shares     U.S. $ Value  
                                 

FINANCIAL SERVICES–0.5%

   

Chime Financial, Inc.–Class A(a)

    15,080     $ 308,839  
   

 

 

 

INSURANCE–1.3%

   

Accelerant Holdings–Class A(a)(b)

    25,129       294,512  

Neptune Insurance Holdings, Inc.–Class A(a)

    13,726       432,369  
   

 

 

 
      726,881  
   

 

 

 
      5,381,857  
   

 

 

 

CONSUMER DISCRETIONARY–9.3%

   

DIVERSIFIED CONSUMER SERVICES–1.2%

   

Lincoln Educational Services Corp.(a)

    14,345       715,815  
   

 

 

 

HOTELS, RESTAURANTS & LEISURE–4.3%

   

Cava Group, Inc.(a)(b)

    8,628       677,125  

Navan, Inc.–Class A(a)

    21,031       480,979  

Rush Street Interactive, Inc.(a)

    26,268       781,210  

Texas Roadhouse, Inc.

    2,602       502,785  
   

 

 

 
      2,442,099  
   

 

 

 

HOUSEHOLD DURABLES–1.4%

   

SharkNinja, Inc.(a)(b)

    5,400       822,258  
   

 

 

 

LEISURE PRODUCTS–1.3%

   

YETI Holdings, Inc.(a)(b)

    14,734       730,217  
   

 

 

 

SPECIALTY RETAIL–1.1%

   

Murphy USA, Inc.

    1,134       611,079  
   

 

 

 
      5,321,468  
   

 

 

 

ENERGY–3.5%

   

OIL, GAS & CONSUMABLE FUELS–3.5%

   

Antero Midstream Corp.

    28,402       646,146  

Matador Resources Co.

    9,480       471,914  

Permian Resources Corp.–Class A

    32,108       591,108  

Uranium Energy Corp.(a)(b)

    29,670       316,282  
   

 

 

 
      2,025,450  
   

 

 

 

CONSUMER STAPLES–3.1%

   

CONSUMER STAPLES DISTRIBUTION & RETAIL–1.6%

   

Chefs’ Warehouse, Inc. (The)(a)

    9,682       930,440  
   

 

 

 

FOOD PRODUCTS–1.5%

   

Freshpet, Inc.(a)(b)

    9,219       545,027  

Once Upon a Farm PBC–Class A(a)(b)

    14,208       290,980  
   

 

 

 
      836,007  
   

 

 

 
      1,766,447  
   

 

 

 

MATERIALS–2.7%

   

CHEMICALS–1.3%

   

Element Solutions, Inc.

    15,241       727,758  
   

 

 

 

 

2


    AB Variable Products Series Fund

 




Company
  Shares     U.S. $ Value  
                                 

METALS & MINING–1.4%

   

Constellium SE(a)

    18,131     $ 577,835  

USA Rare Earth, Inc.(a)(b)

    10,222       220,591  
   

 

 

 
      798,426  
   

 

 

 
      1,526,184  
   

 

 

 

COMMUNICATION SERVICES–0.5%

   

MEDIA–0.5%

   

Liftoff Mobile, Inc.(a)(b)

    11,073       265,974  
   

 

 

 

Total Common Stocks (cost $40,664,084)

      57,288,338  
   

 

 

 

SHORT-TERM INVESTMENTS–0.6%

   

INVESTMENT COMPANIES–0.6%

   

AB Fixed Income Shares, Inc.–Government Money Market Portfolio–Class AB,
3.48%(e)(f)(g)
(cost $346,337)

    346,337       346,337  
   

 

 

 

TOTAL INVESTMENTS BEFORE SECURITY LENDING COLLATERAL FOR SECURITIES LOANED–100.8%
(cost $41,010,421)

      57,634,675  
   

 

 

 



Company
  Shares     U.S. $ Value  
                                 

INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED–3.6%

   

INVESTMENT COMPANIES–3.6%

   

AB Fixed Income Shares, Inc.–Government Money Market Portfolio–Class AB,
3.48%(e)(f)(g)
(cost $2,068,266)

    2,068,266     $ 2,068,266  
   

 

 

 

TOTAL INVESTMENTS–104.4%
(cost $43,078,687)

      59,702,941  

Other assets less liabilities–(4.4)%

      (2,518,595
   

 

 

 

NET ASSETS–100.0%

    $ 57,184,346  
   

 

 

 

 

 
(a)   Non-income producing security.

 

(b)   Represents entire or partial securities out on loan. See Note E for securities lending information.

 

(c)   Fair valued by the Adviser.

 

(d)   Security in which significant unobservable inputs (Level 3) were used in determining fair value.

 

(e)   The rate shown represents the 7-day yield as of period end.

 

(f)   Affiliated investments.

 

(g)   To obtain a copy of the fund’s shareholder report, please go to the Securities and Exchange Commission’s website at www.sec.gov. Additionally, shareholder reports for AB funds can be obtained by calling AB at (800) 227-4618.

Glossary:

ADR—American Depositary Receipt

See notes to financial statements.

 

3


SMALL CAP GROWTH PORTFOLIO  
STATEMENT OF ASSETS & LIABILITIES  
June 30, 2026 (unaudited)   AB Variable Products Series Fund

 

ASSETS

  

Investments in securities, at value

  

Unaffiliated issuers (cost $40,664,084)

   $ 57,288,338 (a) 

Affiliated issuers (cost $2,414,603—including investment of cash collateral for securities loaned of $2,068,266)

     2,414,603  

Receivable for investment securities sold

     287,651  

Receivable due from Adviser

     16,306  

Unaffiliated dividends receivable

     14,494  

Receivable for capital stock sold

     3,499  

Affiliated dividends receivable

     1,412  
  

 

 

 

Total assets

     60,026,303  
  

 

 

 

LIABILITIES

  

Payable for collateral received on securities loaned

     2,068,266  

Payable for investment securities purchased

     400,244  

Payable for capital stock redeemed

     216,315  

Administrative fee payable

     52,979  

Advisory fee payable

     33,761  

Distribution fee payable

     4,268  

Transfer Agent fee payable

     118  

Accrued expenses

     66,006  
  

 

 

 

Total liabilities

     2,841,957  
  

 

 

 

NET ASSETS

   $ 57,184,346  
  

 

 

 

COMPOSITION OF NET ASSETS

  

Capital stock, at par

   $ 3,856  

Additional paid-in capital

     32,007,003  

Distributable earnings

     25,173,487  
  

 

 

 

NET ASSETS

   $ 57,184,346  
  

 

 

 

Net Asset Value Per Share—1 billion shares of capital stock authorized, $.001 par value

 

Class      Net Assets        Shares
Outstanding
       Net Asset
Value
 
A      $  35,447,497          2,107,994        $  16.82  
B      $ 21,736,849          1,748,364        $ 12.43  

 

 

 

(a)   Includes securities on loan with a value of $13,965,046 (see Note E).

See notes to financial statements.

 

4


SMALL CAP GROWTH PORTFOLIO  
STATEMENT OF OPERATIONS  
Six Months Ended June 30, 2026 (unaudited)   AB Variable Products Series Fund

 

INVESTMENT INCOME

  

Dividends

  

Unaffiliated issuers

   $ 65,469  

Affiliated issuers

     12,057  

Interest

     31  

Securities lending income, net

     46,973  
  

 

 

 
     124,530  
  

 

 

 

EXPENSES

  

Advisory fee (see Note B)

     190,651  

Distribution fee—Class B

     24,373  

Transfer agency—Class A

     1,405  

Transfer agency—Class B

     875  

Administrative

     48,368  

Custody and accounting

     34,443  

Audit and tax

     20,621  

Legal

     17,701  

Printing

     15,795  

Directors’ fees

     8,621  

Miscellaneous

     4,536  
  

 

 

 

Total expenses

     367,389  

Less: expenses waived and reimbursed by the Adviser (see Notes B & E)

     (115,393
  

 

 

 

Net expenses

     251,996  
  

 

 

 

Net investment loss

     (127,466
  

 

 

 

REALIZED AND UNREALIZED GAIN ON INVESTMENT TRANSACTIONS

  

Net realized gain on investment transactions

     7,319,939  

Net change in unrealized appreciation (depreciation) of investments

     5,261,216  
  

 

 

 

Net gain on investment transactions

     12,581,155  
  

 

 

 

NET INCREASE IN NET ASSETS FROM OPERATIONS

   $ 12,453,689  
  

 

 

 

 

 

See notes to financial statements.

 

5


 
SMALL CAP GROWTH PORTFOLIO  

STATEMENT OF CHANGES IN NET ASSETS

  AB Variable Products Series Fund

 

     Six Months Ended
June 30, 2026
(unaudited)
    Year Ended
December 31,
2025
 

INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS

    

Net investment loss

   $ (127,466   $ (401,946

Net realized gain on investment transactions

     7,319,939       4,081,488  

Net change in unrealized appreciation (depreciation) of investments

     5,261,216       (827,321
  

 

 

   

 

 

 

Net increase in net assets from operations

     12,453,689       2,852,221  

CAPITAL STOCK TRANSACTIONS

    

Net decrease

     (3,198,650     (19,817,712
  

 

 

   

 

 

 

Total increase (decrease)

     9,255,039       (16,965,491

NET ASSETS

    

Beginning of period

     47,929,307       64,894,798  
  

 

 

   

 

 

 

End of period

   $ 57,184,346     $ 47,929,307  
  

 

 

   

 

 

 

 

 

See notes to financial statements.

 

6


SMALL CAP GROWTH PORTFOLIO  
NOTES TO FINANCIAL STATEMENTS  
June 30, 2026 (unaudited)   AB Variable Products Series Fund

 

NOTE A: Significant Accounting Policies

The AB Small Cap Growth Portfolio (the “Portfolio”) is a series of AB Variable Products Series Fund, Inc. (the “Fund”). The Portfolio’s investment objective is long-term growth of capital. The Portfolio is diversified as defined under the Investment Company Act of 1940 (the “1940 Act”). The Fund was incorporated in the State of Maryland as an open-end series investment company. The Fund offers eight separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

The Portfolio offers and sells its shares only to separate accounts of certain life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Sales are made without a sales charge at the Portfolio’s net asset value per share.

The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”), which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The Portfolio is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Portfolio securities are valued 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 and under the oversight of the Fund’s Board of Directors (the “Board”). Pursuant to these procedures, AllianceBernstein L.P. (the “Adviser”) serves as the Portfolio’s valuation designee pursuant to Rule 2a-5 of the 1940 Act. In this capacity, the Adviser is responsible, among other things, for making all fair value determinations relating to the Portfolio’s portfolio investments, subject to the Board’s oversight.

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed options are generally valued using market-based inputs, such as last traded prices, closing bid and ask prices, or settlement prices, as applicable; over-the-counter (“OTC”) options, including flexible exchange-traded options (“Flex Options”), are typically valued at transaction price on the trade date and thereafter valued using models that consider the terms of the option and/or relevant market inputs, as applicable; open futures are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. Government securities and any other debt instruments having 60 days or less remaining until maturity are generally valued at market by an independent pricing vendor, if a market price is available. If a market price is not available, the securities are valued at amortized cost. This methodology is commonly used for short-term securities that have an original maturity of 60 days or less, as well as short-term securities that had an original term to maturity that exceeded 60 days. In instances when amortized cost is utilized, the Valuation Committee (the “Committee”) must reasonably conclude that the utilization of amortized cost is approximately the same as the fair value of the security. Factors the Committee will consider include, but are not limited to, an impairment of the creditworthiness of the issuer or material changes in interest rates. Fixed-income securities, including mortgage-backed and asset-backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker-dealers. In cases where broker-dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Open-end mutual funds are valued at the closing net asset value per share, while exchange-traded funds are valued at the closing market price per share.

 

7


SMALL CAP GROWTH PORTFOLIO  
NOTES TO FINANCIAL STATEMENTS  
(continued)   AB Variable Products Series Fund

 

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value as deemed appropriate by the Adviser. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Portfolio may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Portfolio values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. To account for this, the Portfolio generally values many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability (including those valued based on their market values as described in Note A.1 above). Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Portfolio. Unobservable inputs reflect the Portfolio’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

 

   

Level 1—quoted prices in active markets for identical investments

   

Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

   

Level 3—significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

Where readily available market prices or relevant bid prices are not available for certain equity investments, such investments may be valued based on similar publicly traded investments, movements in relevant indices since last available prices or based upon underlying company fundamentals and comparable company data (such as multiples to earnings or other multiples to equity). Where an investment is valued using an observable input, such as another publicly traded security, the investment will be classified as Level 2. If management determines that an adjustment is appropriate based on restrictions on resale, illiquidity or uncertainty, and such adjustment is a significant component of the valuation, the investment will be classified as Level 3. An investment will also be classified as Level 3 where management uses company fundamentals and other significant inputs to determine the valuation.

 

8


    AB Variable Products Series Fund

 

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of June 30, 2026:

 

     Level 1     Level 2     Level 3     Total  

Investments in Securities:

        

Assets:

        

Common Stocks:

        

Health Care

   $ 14,786,398     $ –0 –    $ –0 –    $ 14,786,398  

Industrials

     13,369,437       –0 –      –0 –      13,369,437  

Information Technology

     12,735,388       –0 –      109,735       12,845,123  

Financials

     5,381,857       –0 –      –0 –      5,381,857  

Consumer Discretionary

     5,321,468       –0 –      –0 –      5,321,468  

Energy

     2,025,450       –0 –      –0 –      2,025,450  

Consumer Staples

     1,766,447       –0 –      –0 –      1,766,447  

Materials

     1,526,184       –0 –      –0 –      1,526,184  

Communication Services

     265,974       –0 –      –0 –      265,974  

Short-Term Investments

     346,337       –0 –      –0 –      346,337  

Investments of Cash Collateral for Securities Loaned in Affiliated Money Market Fund

     2,068,266       –0 –      –0 –      2,068,266  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Investments in Securities

     59,593,206       –0 –      109,735       59,702,941  

Other Financial Instruments(a)

     –0 –      –0 –      –0 –      –0 – 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

   $ 59,593,206     $    –0 –    $ 109,735     $ 59,702,941  
  

 

 

   

 

 

   

 

 

   

 

 

 

 

(a)   Other financial instruments include derivative instruments, such as futures, forwards and swaps. Derivative instruments are valued at the unrealized appreciation (depreciation) on the instrument. Other financial instruments may also include swaps with upfront premiums, written options and written swaptions which are valued at market value.

3. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and ask prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Portfolio’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of foreign currency denominated assets and liabilities.

4. Taxes

It is the Portfolio’s policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Portfolio’s tax positions taken or expected to be taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

 

9


SMALL CAP GROWTH PORTFOLIO  
NOTES TO FINANCIAL STATEMENTS  
(continued)   AB Variable Products Series Fund

 

5. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Portfolio is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date the securities are purchased or sold. Investment gains or losses are determined on the identified cost basis. Non-cash dividends, if any, are recorded on the ex-dividend date at the fair value of the securities received. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income. The Portfolio accounts for distributions received from real estate investment trust (“REIT”) investments or from regulated investment companies as dividend income, realized gain, or return of capital based on information provided by the REIT or the investment company.

6. Class Allocations

All income earned and expenses incurred by the Portfolio are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Portfolio represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged proportionately to each portfolio or based on other appropriate methods. Realized and unrealized gains and losses are allocated among the various share classes based on respective net assets.

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. GAAP. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

8. Cash and Short-Term Investments

Cash and short-term investments include cash on hand and short-term investments with maturities of less than one year when purchased.

9. Segment Information

The Portfolio represents a single operating segment. An operating segment is defined in U.S. GAAP as a component of a public entity that engages in business activities from which it may recognize revenues and incur expenses, has operating results that are regularly reviewed by the public entity’s chief operating decision maker (“CODM”) to make decisions about resources to be allocated to the segment and assess its performance, and has discrete financial information available. The Portfolio’s President is the CODM. The CODM monitors the operating results of the Portfolio as a whole and the pre-determined Portfolio’s long term investment strategy, which is executed by the portfolio management group. The qualitative and quantitative information contained within the financial statements is used by the CODM to assess the segment’s performance versus the Portfolio’s comparative benchmark and to make resource allocation decisions. Segment assets are reflected on the statement of assets and liabilities and segment expenses are listed on the statement of operations.

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .75% of the first $2.5 billion, .65% of the next $2.5 billion and .60% in excess of $5 billion, of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly. The Adviser has agreed to waive its fees and bear certain expenses to the extent necessary to limit total operating expenses (excluding expenses associated with acquired fund fees and expenses other than the advisory fees of any AB mutual funds in which the Portfolio may invest, interest expense, taxes, extraordinary expenses, and brokerage commissions and other transaction costs) on an annual basis (the “Expense Caps”) to .90% and 1.15% of daily average net assets for Class A and Class B shares, respectively. For the six months ended June 30, 2026, such reimbursements/waivers amounted to $113,908. This fee waiver and/or expense reimbursement agreement extends through May 1, 2027 and then may be extended by the Adviser for additional one-year terms.

On March 26, 2026, Equitable Holdings, Inc. (“Equitable”), the owner of the Adviser, entered into an Agreement and Plan of Merger (“Merger Agreement”), by and among Equitable, Corebridge Financial, Inc. (“Corebridge”) and various Corebridge subsidiaries. Equitable and Corebridge have agreed, subject to the terms and conditions of the Merger Agreement, to effect an all-stock merger transaction to combine their respective businesses into a newly-formed company (the “Transaction”). The closing of the Transaction may be deemed an “assignment” of the investment advisory agreement between the Portfolio and the Adviser. In order to ensure that the existing investment advisory services could continue uninterrupted, at a meeting held on May 5-7, 2026, the Boards of Directors/Trustees (the “Boards”) of the funds managed by the

 

10


    AB Variable Products Series Fund

 

Adviser (the “AB Funds”), including the Portfolio, approved new investment advisory agreements with the Adviser, in connection with the Transaction. The Boards also agreed to call and hold a joint meeting of shareholders on August 3, 2026, for shareholders of each AB Fund to approve the new investment advisory agreement with the Adviser that would be effective after the closing of the Transaction. At the August 3, 2026 shareholder meeting, shareholders of the Portfolio approved the new investment advisory agreement.

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the six months ended June 30, 2026, the reimbursement for such services amounted to $48,368.

The Portfolio compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation retained by ABIS amounted to $1,063 for the six months ended June 30, 2026.

The Portfolio may invest in AB Government Money Market Portfolio which has a contractual annual advisory fee rate of .20% of the portfolio’s average daily net assets and bears its own expenses. Effective September 1, 2023, the Adviser has contractually agreed to waive .05% of the advisory fee of AB Government Money Market Portfolio (resulting in a net advisory fee of .15%) until August 31, 2024. In connection with the investment by the Portfolio in AB Government Money Market Portfolio, the Adviser has contractually agreed to waive its advisory fee from the Portfolio in an amount equal to the Portfolio’s pro rata share of the effective advisory fee of AB Government Money Market Portfolio, as borne indirectly by the Portfolio as an acquired fund fee and expense. For the six months ended June 30, 2026, such waiver amounted to $695.

A summary of the Portfolio’s transactions in AB mutual funds for the six months ended June 30, 2026 is as follows:

 

Portfolio

   Market Value
12/31/25
(000)
     Purchases
at Cost
(000)
     Sales
Proceeds
(000)
     Market Value
6/30/26
(000)
     Dividend
Income
(000)
 

AB Government Money Market Portfolio

   $ 463      $ 14,900      $ 15,016      $ 347      $ 12  

AB Government Money Market Portfolio*

     1,572        12,312        11,816        2,068        9  
           

 

 

    

 

 

 

Total

            $ 2,415      $ 21  
           

 

 

    

 

 

 

 

*   Investments of cash collateral for securities lending transactions (see Note E).

NOTE C: Distribution Plan

The Portfolio has adopted a Distribution Plan (the “Plan”) for Class B shares pursuant to Rule 12b-1 under the 1940 Act. Under the Plan, the Portfolio pays distribution and servicing fees to AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, at an annual rate of up to .50% of the Portfolio’s average daily net assets attributable to Class B shares. The fees are accrued daily and paid monthly. The Board currently limits payments under the Plan to .25% of the Portfolio’s average daily net assets attributable to Class B shares. The Plan provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities.

The Portfolio is not obligated under the Plan to pay any distribution and servicing fees in excess of the amounts set forth above. The purpose of the payments to the Distributor under the Plan is to compensate the Distributor for its distribution services with respect to the sale of the Portfolio’s Class B shares. Since the Distributor’s compensation is not directly tied to its expenses, the amount of compensation received by it under the Plan during any year may be more or less than its actual expenses. For this reason, the Plan is characterized by the staff of the Securities and Exchange Commission as being of the “compensation” variety.

 

In the event that the Plan is terminated or not continued, no distribution or servicing fees (other than current amounts accrued but not yet paid) would be owed by the Portfolio to the Distributor.

The Plan also provides that the Adviser may use its own resources to finance the distribution of the Portfolio’s shares.

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2026 were as follows:

 

       Purchases      Sales  

Investment securities (excluding U.S. government securities)

     $ 35,494,506      $ 38,524,776  

U.S. government securities

       –0 –       –0 – 

 

11


SMALL CAP GROWTH PORTFOLIO  
NOTES TO FINANCIAL STATEMENTS  
(continued)   AB Variable Products Series Fund

 

The cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes. Accordingly, gross unrealized appreciation and unrealized depreciation are as follows:

 

Gross unrealized appreciation

   $ 18,170,711  

Gross unrealized depreciation

     (1,546,457
  

 

 

 

Net unrealized appreciation

   $ 16,624,254  
  

 

 

 

1. Derivative Financial Instruments

The Portfolio may use derivatives in an effort to earn income and enhance returns, to replace more traditional direct investments, to obtain exposure to otherwise inaccessible markets (collectively, “investment purposes”), or to hedge or adjust the risk profile of its portfolio.

The Portfolio did not engage in derivatives transactions for the six months ended June 30, 2026.

2. Currency Transactions

The Portfolio may invest in non-U.S. Dollar-denominated securities on a currency hedged or unhedged basis. The Portfolio may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and other options. The Portfolio may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Portfolio and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Portfolio may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

NOTE E: Securities Lending

The Portfolio may enter into securities lending transactions. Under the Portfolio’s securities lending program, all loans of securities will be collateralized continually by cash collateral and/or non-cash collateral. Non-cash collateral will include only securities issued or guaranteed by the U.S. government or its agencies or instrumentalities. If the Portfolio cannot sell or repledge any non-cash collateral, such collateral will not be reflected in the portfolio of investments. If a loan is collateralized by cash, the Portfolio will be compensated for the loan from a portion of the net return from the income earned on cash collateral after a rebate is paid to the borrower (in some cases, this rebate may be a “negative rebate” or fee paid by the borrower to the Portfolio in connection with the loan), and payments are made for fees of the securities lending agent and for certain other administrative expenses. If the Portfolio receives non-cash collateral, the Portfolio will receive a fee from the borrower generally equal to a negotiated percentage of the market value of the loaned securities. The Portfolio will have the right to call a loan and obtain the securities loaned at any time on notice to the borrower within the normal and customary settlement time for the securities. While the securities are on loan, the borrower is obligated to pay the Portfolio amounts equal to any dividend income or other distributions from the securities; however, these distributions will not be afforded the same preferential tax treatment as qualified dividends. The Portfolio will not be able to exercise voting rights with respect to any securities during the existence of a loan, but will have the right to regain ownership of loaned securities in order to exercise voting or other ownership rights. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent currently invests the cash collateral received in AB Government Money Market Portfolio, an eligible money market vehicle, in accordance with the investment restrictions of the Portfolio, and as approved by the Board. The collateral received on securities loaned is recorded as an asset as well as a corresponding liability in the statement of assets and liabilities. The collateral will be adjusted the next business day to maintain the required collateral amount. The amounts of securities lending income from the borrowers and AB Government Money Market Portfolio are reflected in the statement of operations. When the Portfolio earns net securities lending income from AB Government Money Market Portfolio, the income is inclusive of a rebate expense paid to the borrower. In connection with the cash collateral investment by the Portfolio in AB Government Money Market Portfolio, the Adviser has agreed to waive a portion of the Portfolio’s share of the advisory fees of AB Government Money Market Portfolio, as borne indirectly by the Portfolio as an acquired fund fee and expense. When the Portfolio lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. A principal risk of lending portfolio securities is that the borrower may fail to return the loaned securities upon termination of the loan and that the collateral will not be sufficient to replace the loaned securities. The lending agent has agreed to indemnify the Portfolio in the case of default of any securities borrower.

 

12


    AB Variable Products Series Fund

 

A summary of the Portfolio’s transactions surrounding securities lending for the six months ended June 30, 2026 is as follows:

 

                       

AB Government Money Market
Portfolio

 

Market Value of
Securities on
Loan*

   

Cash
Collateral*

   

Market Value of
Non-Cash
Collateral*

   

Income from
Borrowers

   

Income
Earned

   

Advisory Fee
Waived

 
$ 13,965,046     $ 2,068,266     $ 12,072,470     $ 37,513     $ 9,460     $ 790  

 

*   As of June 30, 2026.

NOTE F: Capital Stock

Each class consists of 500,000,000 authorized shares. Transactions in capital shares for each class were as follows:

 

    SHARES           AMOUNT  
    Six Months Ended
June 30, 2026
(unaudited)
    Year Ended
December 31,
2025
          Six Months Ended
June 30, 2026
(unaudited)
    Year Ended
December 31,
2025
 

Class A

         

Shares sold

    281,710       876,686       $ 4,025,427     $ 10,291,465  

Shares redeemed

    (391,133     (653,609       (5,722,018     (8,094,522
 

 

 

   

 

 

     

 

 

   

 

 

 

Net increase (decrease)

    (109,423     223,077       $ (1,696,591   $ 2,196,943  
 

 

 

   

 

 

     

 

 

   

 

 

 

Class B

         

Shares sold

    292,137       592,848       $ 2,908,362     $ 5,319,490  

Shares redeemed

    (410,934     (2,915,576       (4,410,421     (27,334,145
 

 

 

   

 

 

     

 

 

   

 

 

 

Net decrease

    (118,797     (2,322,728     $ (1,502,059   $ (22,014,655
 

 

 

   

 

 

     

 

 

   

 

 

 

At June 30, 2026, certain shareholders of the Portfolio owned 70% in aggregate of the Portfolio’s outstanding shares. Significant transactions by such shareholders, if any, may impact the Portfolio’s performance.

NOTE G: Risks Involved in Investing in the Portfolio

Market Risk—The value of the Portfolio’s assets will fluctuate as the market or markets in which the Portfolio invests fluctuate. The value of the Portfolio’s investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other local, regional or global events, including public health crises (including the occurrence of a contagious disease or illness), terrorism, war, changing interest rate levels, the imposition of new or additional tariffs, or conflicts, any of which can affect large portions of the securities markets. It includes the risk that a particular style of investing may underperform the market generally.

Sector Risk—The Portfolio may have more risk than a more diversified portfolio because it may invest to a significant extent in one or more particular market sectors, such as the information technology, industrials or health care sector. To the extent it does so, market or economic factors affecting the relevant sector(s) could have a major effect on the value of the Portfolio’s investments.

Capitalization Risk—Investments in small- and mid-capitalization companies may be more volatile than investments in large-capitalization companies. Investments in small- and mid-capitalization companies may have additional risks because these companies have limited product lines, markets or financial resources.

Foreign (Non-U.S.) Risk—Investments in securities of non-U.S. issuers may involve more risk than those of U.S. issuers. These securities may fluctuate more widely in price and may be more difficult to trade due to adverse market, economic, political, regulatory or other factors. In addition, the value of the Fund’s investments may decline because of factors such as unfavorable or unsuccessful government actions, reduction in government or central bank support, economic sanctions and tariffs and potential responses to those sanctions and tariffs.

Indemnification Risk—In the ordinary course of business, the Portfolio enters into contracts that contain a variety of indemnifications. The Portfolio’s maximum exposure under these arrangements is unknown. However, the Portfolio has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote. Therefore, the Portfolio has not accrued any liability in connection with these indemnification provisions.

 

13


SMALL CAP GROWTH PORTFOLIO  
NOTES TO FINANCIAL STATEMENTS  
(continued)   AB Variable Products Series Fund

 

Management Risk—The Portfolio is subject to management risk because it is an actively-managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions for the Portfolio, but there is no guarantee that its techniques will produce the intended results. Some of these techniques may incorporate, or rely upon, quantitative models, but there is no guarantee that these models will generate accurate forecasts, reduce risk or otherwise perform as expected.

NOTE H: Joint Credit Facility

A number of open-end mutual funds and ETFs managed by the Adviser, including the Fund, participate in a $380 million credit facility (the “Facility”) intended to provide short-term financing related to redemptions and other short-term liquidity requirements. The Facility, which will expire on June 23, 2027, may be renewed for an additional term dependent upon the election of the participating funds and lenders. A commitment fee of 0.15% per annum of the Facility amount is paid by the participating funds. The portion of the commitment fee related to the ETFs is paid by the Adviser pursuant to the ETF’s unitary fee structure. The Fund did not utilize the Facility during the six months ended June 30, 2026.

NOTE I: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2026 will be determined at the end of the current fiscal Year. The tax character of distributions paid during the fiscal years ended December 31, 2025 and December 31, 2024 were as follows:

 

     2025     2024  

Distributions paid from:

    

Ordinary income

   $    –0 –    $ 49,738  
  

 

 

   

 

 

 

Total taxable distributions paid

   $ –0 –    $ 49,738  
  

 

 

   

 

 

 

As of December 31, 2025, the components of accumulated earnings (deficit) on a tax basis were as follows:

 

Undistributed capital gains

   $ 3,603,755 (a) 

Unrealized appreciation (depreciation)

     9,116,043 (b) 
  

 

 

 

Total accumulated earnings (deficit)

   $ 12,719,798  
  

 

 

 

 

(a)   During the fiscal year, the Portfolio utilized $1,289,520 of capital loss carry forwards to offset current year net realized gains.

 

(b)   The differences between book-basis and tax-basis unrealized appreciation (depreciation) are attributable primarily to the tax treatment of passive foreign investment companies (PFICs) and the tax deferral of losses on wash sales.

For tax purposes, net realized capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of December 31, 2025, the Portfolio did not have any capital loss carryforwards.

NOTE J: Subsequent Events.

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Funds’ financial statements through this date.

 

14


 
SMALL CAP GROWTH PORTFOLIO  
FINANCIAL HIGHLIGHTS   AB Variable Products Series Fund

 

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

 

    CLASS A  
    Six Months
Ended
June 30, 2026

(unaudited)
    Year Ended December 31,  
    2025     2024     2023     2022     2021  

Net asset value, beginning of period

    $13.32       $12.71       $10.74       $9.10       $25.13       $28.76  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
           

Income From Investment Operations

           

Net investment loss(a)(b)

    (.03     (.07     (.05     (.04     (.06     (.20

Net realized and unrealized gain (loss) on investment transactions

    3.53       .68       2.05       1.68       (8.86     2.87  

Contributions from Affiliates

    –0 –      –0 –      –0 –      .00 (c)      –0 –      –0 – 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease) in net asset value from operations

    3.50       .61       2.00       1.64       (8.92     2.67  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
           

Less: Dividends and Distributions

           

Dividends from net investment income

    –0 –      –0 –      (.03     –0 –      –0 –      –0 – 

Distributions from net realized gain on investment transactions

    –0 –      –0 –      –0 –      –0 –      (7.11     (6.30
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total dividends and distributions

    –0 –      –0 –      (.03     –0 –      (7.11     (6.30
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

    $16.82       $13.32       $12.71       $10.74       $9.10       $25.13  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
           

Total Return

           

Total investment return based on net asset value(d)(e)

    26.20     4.80     18.64     18.02     (39.09 )%      9.46

Ratios/Supplemental Data

           

Net assets, end of period (000’s omitted)

    $35,447       $29,525       $25,353       $19,464       $17,213       $32,295  

Ratio to average net assets of:

           

Expenses, net of
waivers/reimbursements(f)‡

    .90 %(g)      .90     .90     .90     .90     .91

Expenses, before
waiver/reimbursements(f)‡

    1.35 %(g)      1.34     1.26     1.31     1.22     1.08

Net investment loss(b)

    (.40 )%(g)      (.55 )%      (.39 )%      (.38 )%      (.42 )%      (.71 )% 

Portfolio turnover rate

    70     106     92     69     67     67

 

 

See footnote summary on page 17.

 

15


SMALL CAP GROWTH PORTFOLIO  
FINANCIAL HIGHLIGHTS  
(continued)   AB Variable Products Series Fund

 

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

 

    CLASS B  
    Six Months
Ended
June 30, 2026

(unaudited)
    Year Ended December 31,  
    2025     2024     2023     2022     2021  

Net asset value, beginning of period

    $9.86       $9.44       $7.97       $6.77       $21.35       $25.36  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
           

Income From Investment Operations

           

Net investment loss(a)(b)

    (.03     (.07     (.06     (.05     (.07     (.24

Net realized and unrealized gain (loss) on investment transactions

    2.60       .49       1.53       1.25       (7.40     2.53  

Contributions from Affiliates

    –0 –      –0 –      –0 –      .00 (c)      –0 –      –0 – 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease) in net asset value from operations

    2.57       .42       1.47       1.20       (7.47     2.29  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
           

Less: Distributions

           

Distributions from net realized gain on investment

    –0 –      –0 –      –0 –      –0 –      (7.11     (6.30
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

    $12.43       $9.86       $9.44       $7.97       $6.77       $21.35  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
           

Total Return

           

Total investment return based on net asset value(d)(e)

    26.07     4.45     18.44     17.72     (39.26 )%      9.20

Ratios/Supplemental Data

           

Net assets, end of period (000’s omitted)

    $21,737       $18,404       $39,542       $37,663       $32,491       $54,079  

Ratio to average net assets of:

           

Expenses, net of
waivers/reimbursements(f)‡

    1.15 %(g)      1.15     1.15     1.15     1.15     1.15

Expenses, before
waiver/reimbursements(f)‡

    1.59 %(g)      1.54     1.51     1.56     1.47     1.31

Net investment loss(b)

    (.66 )%(g)      (.79 )%      (.66 )%      (.62 )%      (.67 )%      (.96 )% 

Portfolio turnover rate

    70     106     92     69     67     67

 

 

See footnote summary on page 17.

 

16


    AB Variable Products Series Fund

 

(a)   Based on average shares outstanding.

 

(b)   Net of expenses waived/reimbursed by the Adviser.

 

(c)   Amount is less than $.005.

 

(d)   Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Total investment return does not reflect (i) insurance company’s separate account related expense charges and (ii) the deductions of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares. Total investment return calculated for a period of less than one year is not annualized.

 

(e)   Includes the impact of proceeds received and credited to the Portfolio resulting from class action settlements, which enhanced the Portfolio’s performance for the years ended December 31, 2025, December 31, 2024, December 31, 2023 and December 31, 2021 by .04% .01%, .02%, and .03%, respectively.

 

(f)   The expense ratios presented below exclude interest/bank overdraft expense:

 

     Six Months
Ended
June 30, 2026

(unaudited)
    Year Ended December 31,  
    2025     2024     2023     2022     2021  

Class A

            

Net of waivers/reimbursements

     .90 %(h)      .90     .90     .90     .90     .90

Before waivers/reimbursements

     1.35 %(h)      1.34     1.26     1.31     1.22     1.07

Class B

            

Net of waivers/reimbursements

     1.15 %(h)      1.15     1.15     1.15     1.15     1.15

Before waivers/reimbursements

     1.59 %(h)      1.54     1.51     1.56     1.47     1.31

 

 

(g)   Annualized.

See notes to financial statements.

 

17


 
 
SMALL CAP GROWTH PORTFOLIO   AB Variable Products Series Fund

 

INFORMATION REGARDING THE REVIEW AND APPROVAL OF THE FUND’S PROPOSED NEW ADVISORY AGREEMENT AND INTERIM ADVISORY AGREEMENT IN THE CONTEXT OF A POTENTIAL ASSIGNMENT

As described in more detail in the Proxy Statement for AB Variable Products Series Fund, Inc. (the “Company”) dated June 23, 2026, the Board of the Company, at a meeting held in-person on May 5-7, 2026, approved a new advisory agreement with the Adviser (the “Proposed Agreement”) in respect of each fund organized as a series of the Company (the “Funds”), including AB Small Cap Growth Portfolio (the “Fund”), in connection with an Agreement and Plan of Merger (the “Merger Agreement”) by and among Equitable Holdings, Inc. (“Equitable”) (the holder of a majority of the partnership interests in the Adviser and the indirect parent of AllianceBernstein Corporation, the general partner of the Adviser), Corebridge Financial, Inc. (“Corebridge”), and various Corebridge subsidiaries, pursuant to which Equitable and Corebridge have agreed, subject to the terms and conditions of the Merger Agreement, to effect an all-stock merger transaction to combine their respective businesses into a newly formed company. Because Equitable controls the Adviser, the Merger may result in an “assignment” (within the meaning of section 2(a)(4) of the Investment Company Act) of the current advisory agreement for the Company in respect of the Funds, including Fund, resulting in the automatic termination of such advisory agreement.

At the same meeting, the Board also considered and approved an interim advisory agreement with the Adviser (the “Interim Advisory Agreement”) for the Company in respect of the Funds, including the Fund, to be effective only in the event that stockholder approval of the Proposed Agreement had not been obtained as of the date of the Merger resulting in an “assignment” of the Adviser’s current advisory agreement and its automatic termination.

The stockholders of the Fund subsequently approved the Proposed Agreement at an annual meeting of stockholders called for the purpose of electing Directors and voting on the Proposed Agreement.

A discussion regarding the basis for the Boards’ approvals at the meeting held on May 5-7, 2026, is set forth below.

At a meeting of the Board held in-person on May 5-7, 2026, the Adviser presented its recommendation that the Board consider and approve the Proposed Agreement in respect of each Fund. The Current Agreement in respect of each Fund provides for automatic termination in the event of an assignment, and the closing of the transaction contemplated by the Merger Agreement may result in an assignment. The Proposed Agreement is being considered to take effect upon the closing, subject to stockholder approval. In connection with their approval of the Proposed Agreement in respect of each Fund, the Board considered its conclusions in connection with its most recent approval of the Current Agreement, in particular in cases where the last approval of the Current Agreement in respect of a Fund was relatively recent, including the Board’s general satisfaction with the nature and quality of services being provided and, as applicable, in the case of certain Funds, actions taken or to be taken in an effort to improve investment performance or reduce expense ratios. Also in connection with their approval of the Proposed Agreement, the Board considered a representation made to them at that time by the Adviser that there were no additional developments not already disclosed to the Board since their most recent approval of the Current Agreement in respect of a Fund that would be a material consideration to the Board in connection with their consideration of the Proposed Agreement, except for matters disclosed to the Board by the Adviser. The Directors considered the fact that the Proposed Agreement would have corresponding terms and conditions identical to those of the Current Agreement with the exception of the effective date and initial term under the Proposed Agreement.

The Directors considered their knowledge of the nature and quality of the services provided by the Adviser to each Fund gained from their experience as directors or trustees of the registered investment companies advised by the Adviser, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the Directors and its responsiveness, frankness and attention to concerns raised by the Directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the Funds. The Directors noted that they have four regular meetings each year, at each of which they review extensive materials and information from the Adviser, including information on the investment performance of each Fund.

The Directors also considered all factors they believed relevant, including the specific matters discussed below. During the course of their deliberations, the Directors evaluated, among other things, the reasonableness of the management fees of the Funds they oversee. The Directors did not identify any particular information that was all-important or controlling, and different Directors may have attributed different weights to the various factors. The Directors determined that the selection of the Adviser to manage the Funds, and the overall arrangements between the Funds and the Adviser, as provided in the Proposed Agreement, including the management fees, were fair and reasonable in light of the services performed under the

 

18


    AB Variable Products Series Fund

 

Current Agreement and to be performed under the Proposed Agreement, expenses incurred and to be incurred and such other matters as the Directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the Directors’ determinations included the following:

Nature, Extent and Quality of Services Provided

The Directors considered the scope and quality of services to be provided by the Adviser under the Proposed Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Funds. They also considered the information that had been provided to them by the Adviser concerning the anticipated implementation of the Merger Agreement and the Adviser’s representation that it did not anticipate that such implementation would affect the management or structure of the Adviser, have a material adverse effect on the Adviser, or adversely affect the quality of the services provided to the Funds by the Adviser and its affiliates. The Directors noted that the Adviser from time to time reviews each Fund’s investment strategies and from time to time proposes changes intended to improve the Fund’s relative or absolute performance for the Directors’ consideration. They also noted the professional experience and qualifications of each Fund’s portfolio management team and other senior personnel of the Adviser. The Directors also considered that the Proposed Agreement, similar to the Current Agreement, provides that the Funds will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services to the Funds by employees of the Adviser or its affiliates. Requests for these reimbursements are made on a quarterly basis and subject to approval by the Directors. Reimbursements, to the extent requested and paid, result in a higher rate of total compensation from the Funds to the Adviser than the fee rate stated in the Proposed Agreement. The Directors noted that the methodology to be used to determine the reimbursement amounts had been reviewed by an independent consultant at the request of the Directors. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Funds’ other service providers, also was considered. The Directors concluded that, overall, they were satisfied with the nature, extent and quality of services to be provided to each Fund under the Proposed Agreement.

Costs of Services to be Provided and Profitability

The Directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of each Fund to the Adviser for calendar years 2024 and 2025, as applicable, that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant at the request of the Directors. The Directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The Directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with a Fund, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Fund, as applicable. The Directors recognized that it is difficult to make comparisons of the profitability of the Proposed Agreement with the profitability of fund advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The Directors focused on the profitability of the Adviser’s relationship with each Fund before taxes and distribution expenses. The Directors noted that certain Funds, as applicable, were not profitable to the Adviser in one or more periods reviewed. The Directors concluded that the Adviser’s level of profitability from its relationship with the other Funds was not unreasonable.

Fall-Out Benefits

The Directors considered the other benefits to the Adviser and its affiliates from their relationships with the Funds and the money market fund advised by the Adviser in which the Funds invest, as applicable, including, but not limited to, as applicable, benefits relating to soft dollar arrangements (whereby investment advisers receive brokerage and research services from brokers that execute agency transactions for their clients) in the case of certain Funds; 12b-1 fees and sales charges received by the principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of the Class B shares of the Funds; brokerage commissions paid by certain Funds to brokers affiliated with the Adviser; and transfer agency fees paid by the Funds to a wholly owned subsidiary of the Adviser. The Directors recognized that the Adviser’s profitability would be somewhat lower, and that a Fund’s unprofitability to the Adviser would be exacerbated, without these benefits. The Directors understood that the Adviser also might derive reputational and other benefits from its association with the Funds.

Investment Results

In addition to the information reviewed by the Directors in connection with the Board meeting at which the Proposed Agreement was approved, the Directors receive detailed performance information for the Funds at each regular Board meeting during the year.

 

19


 
SMALL CAP GROWTH PORTFOLIO  
(continued)   AB Variable Products Series Fund

 

The Board’s consideration of the Proposed Agreement was informed by their most recent approval of the Current Agreement, and, in the case of certain Funds, their discussion with the Adviser of the reasons for those Funds’ underperformance in certain periods. The Directors also reviewed updated performance information and, in some cases, discussed with the Adviser the reasons for changes in performance or continued underperformance. On the basis of this review, the Directors determined to continue to monitor the performance of certain Funds closely and concluded that the investment performance of each other Fund was acceptable.

Management Fees and Other Expenses

The Directors considered the management fee rate payable by each Fund to the Adviser and information prepared by an independent service provider (the “15(c) provider”) concerning management fee rates payable by other funds in the same category as the Fund. The Directors recognized that it is difficult to make comparisons of management fees because there are variations in the services that are included in the fees paid by other funds. The Directors compared each Fund’s contractual management fee rate with a peer group median, and where applicable, took into account the impact on the management fee rate of the administrative expense reimbursement paid to the Adviser in the latest fiscal year.

The Directors also considered the Adviser’s fee schedule for other clients utilizing investment strategies similar to those of each Fund. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and in a report from the Funds’ Senior Vice President and noted the differences between a Fund’s fee schedule, on the one hand, and the Adviser’s institutional fee schedule and the schedule of fees charged by the Adviser to any offshore funds and for services to any sub-advised funds utilizing investment strategies similar to those of the Fund, on the other, as applicable. The Directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the Directors and that they had previously discussed with the Adviser its policies in respect of such arrangements.

The Adviser reviewed with the Directors the significantly greater scope of the services it provides to each Fund relative to institutional, offshore fund and sub-advised fund clients, as applicable. In this regard, the Adviser noted, among other things, that, compared to institutional and offshore or sub-advisory accounts, each Fund, as applicable, (i) demands considerably more portfolio management, research and trading resources due to significantly higher daily cash flows; (ii) has more tax and regulatory restrictions and compliance obligations; (iii) must prepare and file or distribute regulatory and other communications about fund operations; and (iv) must provide shareholder servicing to retail investors. The Adviser also reviewed the greater legal risks presented by the large and changing population of Fund stockholders who may assert claims against the Adviser in individual or class actions, and the greater entrepreneurial risk in offering new fund products, which require substantial investment to launch, may not succeed, and generally must be priced to compete with larger, more established funds resulting in lack of profitability to the Adviser until a new fund achieves scale. In light of the substantial differences in services rendered by the Adviser to institutional, offshore fund and sub-advised fund clients as compared to the Funds, and the different risk profile, the Directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

In connection with their review of each Fund’s management fee, the Directors also considered the total expense ratio of the Fund in comparison to the medians for a peer group and a peer universe selected by the 15(c) provider. The Directors also considered the Adviser’s expense caps for certain Funds. The Directors view expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to a Fund by others.

The Board’s consideration of the Proposed Agreement was informed by their most recent approval of the Current Agreement, and, in the case of certain Funds, their discussion with the Adviser of the reasons for those Funds’ expense ratios in certain periods. On the basis of this review, the Directors concluded that each Fund’s expense ratio was acceptable.

Economies of Scale

The Directors noted that the management fee schedules for certain Funds do not contain breakpoints and that they had discussed their strong preference for breakpoints in advisory contracts with the Adviser. The Directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the Funds, and presentations from time to time by the Adviser concerning certain of its views on economies of scale. The Directors also had requested and received from the Adviser certain updates on economies of scale in advance of the Board meeting. The Directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The Directors noted that there is no established methodology for setting breakpoints that

 

20


    AB Variable Products Series Fund

 

give effect to the fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The Directors observed that in the mutual fund industry as a whole, as well as among funds similar to each Fund, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The Directors also noted that the advisory agreements for many funds do not have breakpoints at all.

The Directors informed the Adviser that they would monitor the asset levels of the Funds without breakpoints and their profitability to the Adviser and anticipated revisiting the question of breakpoints in the future if circumstances warrant doing so.

Interim Advisory Agreement

In approving the Interim Advisory Agreement, the Board with the assistance of independent counsel, considered similar factors to those considered in approving the Proposed Agreement. The Interim Advisory Agreement approved by the Board is identical to the Proposed Agreement, as well as the Current Agreement, in all material respects except for its proposed effective and termination dates and pro-visions intended to comply with the requirements of the relevant SEC rule, such as provisions requiring escrow of advisory fees. Under the Interim Advisory Agreement, the Adviser would continue to manage a Fund until a new advisory agreement was approved by stockholders or until the end of the 150-day period after termination of the Current Agreement, whichever would occur earlier. All fees earned by the Adviser under the Interim Advisory Agreement would be held in escrow pending stockholder approval of the Proposed Agreement. Upon approval of a new advisory agreement by stockholders, the escrowed management fees would be paid to the Adviser, and the Interim Advisory Agreement would terminate.

Information Regarding the Review and Approval of the Fund’s Current Advisory Agreement

The disinterested directors (the “directors”) of AB Variable Products Series Fund, Inc. (the “Company”) unanimously approved the continuance of the Company’s Advisory Agreement with the Adviser in respect of AB Small Cap Growth Portfolio (the “Fund”) at a meeting held-in person on May 5-7, 2026 (the “Meeting”).

Prior to approval of the continuance of the Advisory Agreement, the directors had requested from the Adviser, and received and evaluated, extensive materials. They reviewed the proposed continuance of the Advisory Agreement with the Adviser and with experienced counsel who are independent of the Adviser, who advised on the relevant legal standards. The directors also reviewed additional materials, including comparative analytical data prepared by the Senior Vice President of the Fund. The directors also discussed the proposed continuance in private sessions with counsel.

The directors considered their knowledge of the nature and quality of the services provided by the Adviser to the Fund gained from their experience as directors or trustees of most of the registered investment companies advised by the Adviser, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the directors and its responsiveness, frankness and attention to concerns raised by the directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the AB Funds. The directors noted that they have four regular meetings each year, at each of which they review extensive materials and information from the Adviser, including information on the investment performance of the Fund.

The directors also considered all factors they believed relevant, including the specific matters discussed below. During the course of their deliberations, the directors evaluated, among other things, the reasonableness of the advisory fee. The directors did not identify any particular information that was all-important or controlling, and different directors may have attributed different weights to the various factors. The directors determined that the selection of the Adviser to manage the Fund and the overall arrangements between the Fund and the Adviser, as provided in the Advisory Agreement, including the advisory fee, were fair and reasonable in light of the services performed, expenses incurred and such other matters as the directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the directors’ determinations included the following:

Nature, Extent and Quality of Services Provided

The directors considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Fund. The directors noted that the Adviser from time to time reviews the Fund’s investment strategies and from time to time proposes changes intended to improve the Fund’s relative or absolute performance for the directors’ consideration. They also noted the professional experience and qualifications of the Fund’s portfolio management team and other

 

21


 
SMALL CAP GROWTH PORTFOLIO  
(continued)   AB Variable Products Series Fund

 

senior personnel of the Adviser. The directors also considered that the Advisory Agreement provides that the Fund will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services to the Fund by employees of the Adviser or its affiliates. Requests for these reimbursements are made on a quarterly basis and subject to approval by the directors. Reimbursements, to the extent requested and paid, result in a higher rate of total compensation from the Fund to the Adviser than the fee rate stated in the Advisory Agreement. The directors noted that the methodology used to determine the reimbursement amounts had been reviewed by an independent consultant at the request of the directors. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Fund’s other service providers, also was considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Fund under the Advisory Agreement.

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of the Fund to the Adviser for calendar years 2024 and 2025. that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant at the request of the directors. The directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Fund, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Fund. The directors recognized that it is difficult to make comparisons of the profitability of the Advisory Agreement with the profitability of fund advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability of the Adviser’s relationship with the Fund before taxes and distribution expenses. The directors concluded that the Adviser’s level of profitability from its relationship with the Fund in 2024 was not unreasonable. The directors noted that the Fund was not profitable to the Adviser in 2025.

Fall-Out Benefits

The directors considered the other benefits to the Adviser and its affiliates from their relationships with the Fund and the money market fund advised by the Adviser in which the Fund invests, including, but not limited to, benefits relating to soft dollar arrangements (whereby investment advisers receive brokerage and research services from brokers that execute agency transactions for their clients); 12b-1 fees and sales charges received by the Fund’s principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of the Fund’s Class B shares; brokerage commissions paid by the Fund to brokers affiliated with the Adviser; and transfer agency fees paid by the Fund to a wholly owned subsidiary of the Adviser. The directors recognized that the Fund’s recent unprofitability to the Adviser would be exacerbated without these benefits. The directors understood that the Adviser also might derive reputational and other benefits from its association with the Fund.

Investment Results

In addition to the information reviewed by the directors in connection with the Meeting, the directors receive detailed performance information for the Fund at each regular Board meeting during the year.

At the Meeting, the directors reviewed performance information prepared by an independent service provider (the “15(c) service provider”), showing the performance of the Class A Shares of the Fund against a group of similar funds (“peer group”) and a larger group of similar funds (“peer universe”), each selected by the 15(c) service provider, and information prepared by the Adviser showing performance of the Class A Shares against a broad-based securities market index, in each case for the 1-, 3-, 5- and 10-year periods ended February 28, 2026 and (in the case of comparisons with the broad-based securities market index) for the period from inception. Based on their review and their discussion with the Adviser of the reasons for the Fund’s underperformance in certain periods, the directors concluded that the Fund’s investment performance was acceptable.

Advisory Fees and Other Expenses

The directors considered the advisory fee rate payable by the Fund to the Adviser and information prepared by the 15(c) service provider concerning advisory fee rates payable by other funds in the same category as the Fund. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds. The directors compared the Fund’s contractual effective advisory fee rate with a peer group median and noted that it was lower than the median. They also noted that the Adviser’s total rate of compensation, taking into account the administrative expense reimbursement paid to the Adviser in the latest fiscal year, was above the median and discussed with the Adviser the reasons it was above the median.

 

22


    AB Variable Products Series Fund

 

The directors also considered the Adviser’s fee schedule for other clients utilizing investment strategies similar to those of the Fund. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and in a report from the Fund’s Senior Vice President and noted the differences between the Fund’s fee schedule, on the one hand, and the Adviser’s institutional fee schedule and the schedule of fees charged by the Adviser to any offshore funds and for services to any sub-advised funds utilizing investment strategies similar to those of the Fund, on the other. The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The directors also compared the advisory fee rate for the Fund with that for another fund advised by the Adviser utilizing similar investment strategies.

The Adviser reviewed with the directors the significantly greater scope of the services it provides to the Fund relative to institutional, offshore fund and sub-advised fund clients. In this regard, the Adviser noted, among other things, that, compared to institutional and offshore or sub-advisory accounts, the Fund (i) demands considerably more portfolio management, research and trading resources due to significantly higher daily cash flows; (ii) has more tax and regulatory restrictions and compliance obligations; (iii) must prepare and file or distribute regulatory and other communications about fund operations; and (iv) must provide shareholder servicing to retail investors. The Adviser also reviewed the greater legal risks presented by the large and changing population of Fund shareholders who may assert claims against the Adviser in individual or class actions, and the greater entrepreneurial risk in offering new fund products, which require substantial investment to launch, may not succeed, and generally must be priced to compete with larger, more established funds resulting in lack of profitability to the Adviser until a new fund achieves scale. In light of the substantial differences in services rendered by the Adviser to institutional, offshore fund and sub-advised fund clients as compared to the Fund, and the different risk profile, the directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

In connection with their review of the Fund’s advisory fee, the directors also considered the total expense ratio of the Class A shares of the Fund in comparison to the medians for a peer group and a peer universe selected by the 15(c) service provider. The Class A expense ratio of the Fund was based on the Fund’s latest fiscal year and reflected the impact of the Adviser’s expense cap for the Fund. The directors noted that it was likely that the expense ratios of some of the other funds in the Fund’s category were lowered by waivers or reimbursements by those funds’ investment advisers, which in some cases might be voluntary or temporary. The directors view expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to the Fund by others. The directors noted that the Fund’s expense ratio was close to the median of a peer group and lower than the median of a peer universe. Based on their review, the directors concluded that the Fund’s expense ratio was acceptable.

Economies of Scale

The directors noted that the advisory fee schedule for the Fund contains breakpoints that reduce the fee rates on assets above specified levels. The directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the AB Funds, and presentations from time to time by the Adviser concerning certain of its views on economies of scale. The directors also had requested and received from the Adviser certain updates on economies of scale in advance of the Meeting. The directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The directors noted that there is no established methodology for setting breakpoints that give effect to the fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The directors observed that in the mutual fund industry as a whole, as well as among funds similar to the Fund, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The directors also noted that the advisory agreements for many funds do not have breakpoints at all. Having taken these factors into account, the directors concluded that the Fund’s shareholders would benefit from a sharing of economies of scale in the event the Fund’s net assets exceed a breakpoint in the future.

 

23


VPS-SCG-0152-0626


JUN 06.30.26

 

LOGO

 

SEMI-ANNUAL FINANCIAL STATEMENTS AND ADDITIONAL INFORMATION

AB VARIABLE PRODUCTS

SERIES FUND, INC.

 

+  

AB SUSTAINABLE GLOBAL THEMATIC PORTFOLIO


 

 

 

Investment Products Offered

 

   

Are Not FDIC Insured

   

May Lose Value

   

Are Not Bank Guaranteed

AllianceBernstein Investments, Inc. (ABI) is the distributor of the AB family of mutual funds. ABI is a member of FINRA and is an affiliate of AllianceBernstein L.P., the Adviser of the funds.

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AB’s website at www.abfunds.com or go to the Securities and Exchange Commission’s (the “Commission”) website at www.sec.gov, or call AB at (800) 227 4618.

 

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The Fund’s Form N-PORT reports are available on the Commission’s website at www.sec.gov.

The [A/B] logo and AllianceBernstein® are registered trademarks used by permission of the owner, AllianceBernstein L.P.


SUSTAINABLE GLOBAL THEMATIC PORTFOLIO
PORTFOLIO OF INVESTMENTS  
June 30, 2026 (unaudited)   AB Variable Products Series Fund

 




Company
  Shares     U.S. $ Value  
                                   

COMMON STOCKS–93.0%

   
   

INFORMATION TECHNOLOGY–32.8%

   

COMMUNICATIONS EQUIPMENT–0.8%

   

Calix, Inc.(a)

    35,650     $ 1,330,458  
   

 

 

 

ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS–4.7%

   

Flex Ltd.(a)

    15,528       2,516,623  

Halma PLC

    57,871       3,024,823  

TE Connectivity PLC

    9,890       1,993,923  
   

 

 

 
      7,535,369  
   

 

 

 

SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–18.3%

   

Advanced Micro Devices, Inc.(a)

    3,690       2,143,558  

Advantest Corp.

    8,500       1,748,691  

ASML Holding NV

    870       1,722,752  

Broadcom, Inc.

    9,230       3,486,632  

NVIDIA Corp.

    39,907       7,984,992  

NXP Semiconductors NV

    11,830       3,324,585  

Qnity Electronics, Inc.

    12,980       2,119,764  

Taiwan Semiconductor Manufacturing Co., Ltd.

    83,000       6,547,891  
   

 

 

 
      29,078,865  
   

 

 

 

SOFTWARE–3.8%

   

Cadence Design Systems, Inc.(a)

    6,110       2,293,205  

Crowdstrike Holdings, Inc.–Class A(a)

    2,675       2,041,400  

Microsoft Corp.

    4,662       1,739,019  
   

 

 

 
      6,073,624  
   

 

 

 

TECHNOLOGY HARDWARE, STORAGE & PERIPHERALS–5.2%

   

Apple, Inc.

    19,870       5,749,583  

Samsung Electronics Co., Ltd.

    11,010       2,443,087  
   

 

 

 
      8,192,670  
   

 

 

 
      52,210,986  
   

 

 

 

INDUSTRIALS–20.5%

   

AEROSPACE & DEFENSE–1.8%

   

Carpenter Technology Corp.

    4,590       2,831,296  
   

 

 

 

COMMERCIAL SERVICES & SUPPLIES–3.1%

   

Veralto Corp.

    24,384       2,162,373  

Waste Management, Inc.

    12,400       2,763,712  
   

 

 

 
      4,926,085  
   

 

 

 

ELECTRICAL EQUIPMENT–8.3%

   

Emerson Electric Co.

    23,180       3,318,217  

Prysmian SpA

    11,245       1,893,018  



Company
  Shares     U.S. $ Value  
                                   

Rockwell Automation, Inc.

    8,551     4,233,429  

Siemens Energy AG

    7,450       1,420,279  

Sieyuan Electric Co., Ltd.–Class A

    90,700       2,321,588  
   

 

 

 
      13,186,531  
   

 

 

 

INDUSTRIAL CONGLOMERATES–1.4%

   

Hitachi Ltd.

    84,100       2,327,560  
   

 

 

 

MACHINERY–5.9%

   

Cummins, Inc.

    4,710       3,359,219  

Daifuku Co., Ltd.

    63,600       2,817,481  

Metso Oyj

    99,130       1,723,772  

Sandvik AB

    36,100       1,490,755  
   

 

 

 
      9,391,227  
   

 

 

 
      32,662,699  
   

 

 

 

FINANCIALS–12.5%

   

BANKS–6.3%

   

BPER Banca SpA

    99,490       1,563,097  

Erste Group Bank AG

    13,850       1,853,655  

Fifth Third Bancorp

    43,970       2,478,589  

Intesa Sanpaolo SpA

    338,890       2,329,289  

NatWest Group PLC

    201,060       1,774,143  
   

 

 

 
      9,998,773  
   

 

 

 

CAPITAL MARKETS–1.6%

   

Bank of New York Mellon Corp. (The)

    17,670       2,555,259  
   

 

 

 

FINANCIAL SERVICES–2.0%

   

Visa, Inc.–Class A

    9,477       3,251,464  
   

 

 

 

INSURANCE–2.6%

   

AIA Group Ltd.–Class H

    302,450       2,768,999  

Prudential PLC

    103,330       1,372,430  
   

 

 

 
      4,141,429  
   

 

 

 
      19,946,925  
   

 

 

 

HEALTH CARE–11.5%

   

HEALTH CARE EQUIPMENT & SUPPLIES–1.6%

   

Edwards Lifesciences Corp.(a)

    27,290       2,468,653  
   

 

 

 

HEALTH CARE PROVIDERS & SERVICES–2.1%

   

Apollo Hospitals Enterprise Ltd.

    18,736       1,717,066  

McKesson Corp.

    2,110       1,594,316  
   

 

 

 
      3,311,382  
   

 

 

 

PHARMACEUTICALS–7.8%

   

AstraZeneca PLC

    15,290       2,854,707  

Galderma Group AG(a)

    16,480       3,748,334  

Johnson & Johnson

    10,510       2,669,225  

Merck & Co., Inc.

    24,690       3,172,665  
   

 

 

 
      12,444,931  
   

 

 

 
      18,224,966  
   

 

 

 

 

1


SUSTAINABLE GLOBAL THEMATIC PORTFOLIO
PORTFOLIO OF INVESTMENTS  
(continued)   AB Variable Products Series Fund

 




Company
  Shares     U.S. $ Value  
                                   

COMMUNICATION SERVICES–4.8%

   

INTERACTIVE MEDIA & SERVICES–4.8%

   

Alphabet, Inc.–Class A

    21,340     $ 7,626,275  
   

 

 

 

UTILITIES–3.6%

   

ELECTRIC UTILITIES–2.1%

   

NextEra Energy, Inc.

    37,637       3,303,400  
   

 

 

 

WATER UTILITIES–1.5%

   

Cia de Saneamento Basico do Estado de Sao Paulo SABESP

    427,073       2,452,091  
   

 

 

 
      5,755,491  
   

 

 

 

CONSUMER DISCRETIONARY–2.9%

   

AUTOMOBILE COMPONENTS–1.1%

   

Sumitomo Electric Industries Ltd.

    92,000       1,707,255  
   

 

 

 

HOUSEHOLD DURABLES–1.8%

   

SharkNinja, Inc.(a)(b)

    19,360       2,947,947  
   

 

 

 
      4,655,202  
   

 

 

 

REAL ESTATE–2.0%

   

HEALTH CARE REITS–2.0%

   

Welltower, Inc.

    14,290       3,243,401  
   

 

 

 



Company
  Shares     U.S. $ Value  
                                   

ENERGY–1.2%

   

OIL, GAS & CONSUMABLE FUELS–1.2%

   

Cameco Corp.

    18,740     1,908,856  
   

 

 

 

MATERIALS–1.2%

   

CHEMICALS–1.2%

   

Nissan Chemical Corp.

    35,000       1,841,120  
   

 

 

 

Total Common Stocks
(cost $112,498,855)

      148,075,921  
   

 

 

 

SHORT-TERM INVESTMENTS–6.9%

   

INVESTMENT COMPANIES–6.9%

   

AB Fixed Income Shares, Inc.–Government Money Market Portfolio–Class AB, 3.48%(c)(d)(e)
(cost $10,937,961)

    10,937,961       10,937,961  
   

 

 

 

TOTAL INVESTMENTS–99.9%
(cost $123,436,816)

      159,013,882  

Other assets less liabilities–0.1%

      152,842  
   

 

 

 

NET ASSETS–100.0%

    $ 159,166,724  
   

 

 

 

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note D)

 

Counterparty      Contracts to
Deliver
(000)
       In Exchange
For
(000)
       Settlement
Date
       Unrealized
Appreciation
(Depreciation)
 

Bank of America NA

       BRL        15,791          USD        3,095          07/02/2026        $ 36,123  

Bank of America NA

       USD        3,050          BRL        15,791          07/02/2026          8,450  

Bank of America NA

       KRW        1,310,543          USD        899          07/16/2026          51,857  

Bank of America NA

       USD        809          GBP        607          07/16/2026          (3,721)  

Bank of New York (The)

       GBP        535          USD        717          07/16/2026          7,517  

Barclays Capital, Inc.

       USD        1,083          CAD        1,483          07/09/2026          (37,439)  

Barclays Capital, Inc.

       USD        1,271          KRW        1,918,672          07/16/2026          (30,394)  

Barclays Capital, Inc.

       USD        514          JPY        81,961          08/27/2026          (7,271)  

BNP Paribas SA

       USD        683          INR        65,248          08/06/2026          4,842  

Citibank NA

       BRL        7,023          USD        1,357          07/02/2026          (3,758)  

Citibank NA

       USD        1,351          BRL        7,023          07/02/2026          9,863  

Citibank NA

       GBP        5,871          USD        7,936          07/16/2026          148,939  

Citibank NA

       USD        690          GBP        509          07/16/2026          (14,953)  

Citibank NA

       BRL        7,023          USD        1,340          08/04/2026          (9,820)  

Deutsche Bank AG

       USD        405          TWD        12,751          07/21/2026          (5,061)  

JPMorgan Chase Bank

       USD        848          CAD        1,164          07/09/2026          (27,112)  

Morgan Stanley Bank NA

       BRL        8,768          USD        1,694          07/02/2026          (4,692)  

Morgan Stanley Bank NA

       USD        1,736          BRL        8,768          07/02/2026          (37,770)  

Morgan Stanley Bank NA

       USD        2,609          AUD        3,647          07/09/2026          (84,490)  

Morgan Stanley Bank NA

       GBP        522          USD        705          07/16/2026          13,047  

 

2


    AB Variable Products Series Fund

 

Counterparty      Contracts to
Deliver
(000)
       In Exchange
For
(000)
       Settlement
Date
       Unrealized
Appreciation
(Depreciation)
 

Morgan Stanley Bank NA

       USD        3,044          GBP        2,306          07/16/2026        $ 15,127  

Morgan Stanley Bank NA

       TWD        34,231          USD        1,079          07/21/2026          5,290  

Morgan Stanley Bank NA

       USD        1,805          CNH        12,226          08/07/2026          (393)  

Morgan Stanley Bank NA

       JPY        447,551          USD        2,810          08/27/2026          45,562  

Morgan Stanley Bank NA

       EUR        1,509          USD        1,757          09/11/2026          27,735  

Standard Chartered Bank

       HKD        19,682          USD        2,519          09/11/2026          2,860  

State Street Bank & Trust Co.

       USD        477          CAD        651          07/09/2026          (17,614)  

State Street Bank & Trust Co.

       USD        464          GBP        346          07/16/2026          (4,676)  

State Street Bank & Trust Co.

       USD        549          ZAR        9,091          07/16/2026          4,962  

State Street Bank & Trust Co.

       USD        420          MXN        7,348          08/06/2026          (1,311)  

State Street Bank & Trust Co.

       CNH        3,190          USD        472          08/07/2026          1,105  

State Street Bank & Trust Co.

       USD        481          CNH        3,251          08/07/2026          (1,329)  

State Street Bank & Trust Co.

       JPY        65,808          USD        410          08/27/2026          2,981  

State Street Bank & Trust Co.

       USD        404          JPY        65,054          08/27/2026          (1,693)  

State Street Bank & Trust Co.

       SEK        3,763          USD        389          09/10/2026          (488)  

State Street Bank & Trust Co.

       CHF        313          USD        398          09/11/2026          7,662  

State Street Bank & Trust Co.

       EUR        354          USD        413          09/11/2026          6,966  

State Street Bank & Trust Co.

       USD        500          EUR        437          09/11/2026          1,115  

UBS

       USD        1,795          KRW        2,726,532          07/16/2026          (32,467)  

UBS

       TWD        13,736          USD        433          07/21/2026          2,143  

UBS

       CNH        3,700          USD        549          08/07/2026          2,957  
                         

 

 

 
                          $ 80,651  
                         

 

 

 

 

 

 

(a)   Non-income producing security.

 

(b)   Represents entire or partial securities out on loan. See Note E for securities lending information.

 

(c)   The rate shown represents the 7-day yield as of period end.

 

(d)   Affiliated investments.

 

(e)   To obtain a copy of the fund’s shareholder report, please go to the Securities and Exchange Commission’s website at www.sec.gov. Additionally, shareholder reports for AB funds can be obtained by calling AB at (800) 227-4618.

Currency Abbreviations:

AUD—Australian Dollar

BRL—Brazilian Real

CAD—Canadian Dollar

CHF—Swiss Franc

CNH—Chinese Yuan Renminbi (Offshore)

EUR—Euro

GBP—Great British Pound

HKD—Hong Kong Dollar

INR—Indian Rupee

JPY—Japanese Yen

KRW—South Korean Won

MXN—Mexican Peso

SEK—Swedish Krona

TWD—New Taiwan Dollar

USD—United States Dollar

ZAR—South African Rand

Glossary:

REIT—Real Estate Investment Trust

See notes to financial statements.

 

3


SUSTAINABLE GLOBAL THEMATIC PORTFOLIO
PORTFOLIO OF INVESTMENTS  
(continued)   AB Variable Products Series Fund

 

COUNTRY BREAKDOWN

(% of Net Assets)

United States

     55.7

Japan

     6.6  

United Kingdom

     4.8  

Taiwan

     4.1  

Italy

     3.6  

Switzerland

     3.6  

Hong Kong

     2.6  

Brazil

     1.5  

South Korea

     1.5  

China

     1.5  

Canada

     1.2  

Austria

     1.2  

Finland

     1.1  

Netherlands

     1.1  

Others

     2.9  

Short-Term Investments

     6.9  

Other assets less liabilities

     0.1  
  

 

 

 

Total

     100.0
  

 

 

 

 

4


SUSTAINABLE GLOBAL THEMATIC PORTFOLIO
STATEMENT OF ASSETS & LIABILITIES  
June 30, 2026 (unaudited)   AB Variable Products Series Fund

 

ASSETS

 

Investments in securities, at value

  

Unaffiliated issuers (cost $112,498,855)

   $ 148,075,921 (a) 

Affiliated issuers (cost $10,937,961)

     10,937,961  

Foreign currencies, at value (cost $228,169)

     227,971  

Unrealized appreciation on forward currency exchange contracts

     407,103  

Unaffiliated dividends receivable

     92,255  

Affiliated dividends receivable

     26,520  

Receivable due from Adviser

     7,990  

Receivable for capital stock sold

     5,521  

Other assets

     191,643  
  

 

 

 

Total assets

     159,972,885  
  

 

 

 

LIABILITIES

  

Unrealized depreciation on forward currency exchange contracts

     326,452  

Foreign capital gains tax payable

     141,316  

Payable for capital stock redeemed

     103,744  

Advisory fee payable

     96,927  

Administrative fee payable

     52,099  

Distribution fee payable

     18,531  

Transfer Agent fee payable

     118  

Accrued expenses

     66,975  
  

 

 

 

Total liabilities

     806,161  
  

 

 

 

NET ASSETS

   $ 159,166,724  
  

 

 

 

COMPOSITION OF NET ASSETS

  

Capital stock, at par

   $ 4,863  

Additional paid-in capital

     110,384,914  

Distributable earnings

     48,776,947  
  

 

 

 

NET ASSETS

   $ 159,166,724  
  

 

 

 

Net Asset Value Per Share—1 billion shares of capital stock authorized, $.001 par value

 

Class      Net Assets        Shares
Outstanding
       Net Asset
Value
 
A      $ 68,169,486          1,985,075        $ 34.34  
B      $  90,997,238          2,877,758        $  31.62  

 

 

 

(a)   Includes securities on loan with a value of $2,025,496 (see Note E).

See notes to financial statements.

 

5


SUSTAINABLE GLOBAL THEMATIC PORTFOLIO
STATEMENT OF OPERATIONS  
Six Months Ended June 30, 2026 (unaudited)   AB Variable Products Series Fund

 

INVESTMENT INCOME

  

Dividends

  

Unaffiliated issuers (net of foreign taxes withheld of $62,800)

   $ 1,024,498  

Affiliated issuers

     105,540  

Interest

     677  

Securities lending income, net

     741  
  

 

 

 
     1,131,456  
  

 

 

 

EXPENSES

  

Advisory fee (see Note B)

     575,636  

Distribution fee—Class B

     112,333  

Transfer agency—Class A

     1,461  

Transfer agency—Class B

     2,062  

Administrative

     47,544  

Custody and accounting

     39,001  

Audit and tax

     28,723  

Printing

     20,781  

Legal

     20,639  

Directors’ fees

     9,110  

Miscellaneous

     6,942  
  

 

 

 

Total expenses

     864,232  

Less: expenses waived and reimbursed by the Adviser (see Notes B & E)

     (44,399
  

 

 

 

Net expenses

     819,833  
  

 

 

 

Net investment income

     311,623  
  

 

 

 

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS

  

Net realized gain (loss) on:

  

Investment transactions(a)

     2,957,249  

Forward currency exchange contracts

     (412,956

Foreign currency transactions

     4,404  

Net change in unrealized appreciation (depreciation) of:

  

Investments(b)

     3,932,075  

Forward currency exchange contracts

     113,670  

Foreign currency denominated assets and liabilities

     (9,529
  

 

 

 

Net gain on investment and foreign currency transactions

     6,584,913  
  

 

 

 

NET INCREASE IN NET ASSETS FROM OPERATIONS

   $ 6,896,536  
  

 

 

 

 

 

 

(a)   Net of foreign realized capital gains taxes of $7,722.

 

(b)   Net of increase in accrued foreign capital gains taxes on unrealized gains of $29,227.

See notes to financial statements.

 

6


 
SUSTAINABLE GLOBAL THEMATIC PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS   AB Variable Products Series Fund

 

     Six Months Ended
June 30, 2026
(unaudited)
    Year Ended
December 31,
2025
 

INCREASE IN NET ASSETS FROM OPERATIONS

    

Net investment income

   $ 311,623     $ 13,189  

Net realized gain on investment and foreign currency transactions

     2,548,697       9,671,729  

Net change in unrealized appreciation (depreciation) of investments and foreign currency denominated assets and liabilities

     4,036,216       104,498  
  

 

 

   

 

 

 

Net increase in net assets from operations

     6,896,536       9,789,416  

DISTRIBUTIONS TO SHAREHOLDERS

    

Class A

     –0 –      (7,686,783

Class B

     –0 –      (12,409,898

CAPITAL STOCK TRANSACTIONS

    

Net increase (decrease)

     (5,334,327     7,042,096  
  

 

 

   

 

 

 

Total increase (decrease)

     1,562,209       (3,265,169

NET ASSETS

    

Beginning of period

     157,604,515       160,869,684  
  

 

 

   

 

 

 

End of period

   $ 159,166,724     $ 157,604,515  
  

 

 

   

 

 

 

 

 

See notes to financial statements.

 

7


SUSTAINABLE GLOBAL THEMATIC PORTFOLIO
NOTES TO FINANCIAL STATEMENTS  
June 30, 2026 (unaudited)   AB Variable Products Series Fund

 

NOTE A: Significant Accounting Policies

The AB Sustainable Global Thematic Portfolio (the “Portfolio”) is a series of AB Variable Products Series Fund, Inc. (the “Fund”). The Portfolio’s investment objective is long-term growth of capital. The Portfolio is diversified as defined under the Investment Company Act of 1940 (the “1940 Act”). The Fund was incorporated in the State of Maryland as an open-end series investment company. The Fund offers eight separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

The Portfolio offers and sells its shares only to separate accounts of certain life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Sales are made without a sales charge at the Portfolio’s net asset value per share.

The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”), which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The Portfolio is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Portfolio securities are valued 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 and under the oversight of the Fund’s Board of Directors (the “Board”). Pursuant to these procedures, AllianceBernstein L.P. (the “Adviser”) serves as the Portfolio’s valuation designee pursuant to Rule 2a-5 of the 1940 Act. In this capacity, the Adviser is responsible, among other things, for making all fair value determinations relating to the Portfolio’s portfolio investments, subject to the Board’s oversight.

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed options are generally valued using market-based inputs, such as last traded prices, closing bid and ask prices, or settlement prices, as applicable; over-the-counter (“OTC”) options, including flexible exchange-traded options (“Flex Options”), are typically valued at transaction price on the trade date and thereafter valued using models that consider the terms of the option and/or relevant market inputs, as applicable: open futures are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. Government securities and any other debt instruments having 60 days or less remaining until maturity are generally valued at market by an independent pricing vendor, if a market price is available. If a market price is not available, the securities are valued at amortized cost. This methodology is commonly used for short-term securities that have an original maturity of 60 days or less, as well as short-term securities that had an original term to maturity that exceeded 60 days. In instances when amortized cost is utilized, the Valuation Committee (the “Committee”) must reasonably conclude that the utilization of amortized cost is approximately the same as the fair value of the security. Factors the Committee will consider include, but are not limited to, an impairment of the creditworthiness of the issuer or material changes in interest rates. Fixed-income securities, including mortgage-backed and asset-backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker-dealers. In cases where broker-dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Open-end mutual funds are valued at the closing net asset value per share, while exchange-traded funds are valued at the closing market price per share.

 

8


    AB Variable Products Series Fund

 

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value as deemed appropriate by the Adviser. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Portfolio may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Portfolio values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. To account for this, the Portfolio generally values many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability (including those valued based on their market values as described in Note A.1 above). Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Portfolio. Unobservable inputs reflect the Portfolio’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

 

   

Level 1—quoted prices in active markets for identical investments

   

Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

   

Level 3—significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The fair value of debt instruments, such as bonds, and over-the-counter derivatives is generally based on market price quotations, recently executed market transactions (where observable) or industry recognized modeling techniques and are generally classified as Level 2. Pricing vendor inputs to Level 2 valuations may include quoted prices for similar investments in active markets, interest rate curves, coupon rates, currency rates, yield curves, option adjusted spreads, default rates, credit spreads and other unique security features in order to estimate the relevant cash flows which are then discounted to calculate fair values. If these inputs are unobservable and significant to the fair value, these investments will be classified as Level 3.

Where readily available market prices or relevant bid prices are not available for certain equity investments, such investments may be valued based on similar publicly traded investments, movements in relevant indices since last available prices or based upon underlying company fundamentals and comparable company data (such as multiples to earnings or other multiples to equity). Where an investment is valued using an observable input, such as another publicly traded security, the investment will be classified as Level 2. If management determines that an adjustment is appropriate based on restrictions on resale, illiquidity or uncertainty, and such adjustment is a significant component of the valuation, the investment will be classified as Level 3. An investment will also be classified as Level 3 where management uses company fundamentals and other significant inputs to determine the valuation.

 

9


SUSTAINABLE GLOBAL THEMATIC PORTFOLIO
NOTES TO FINANCIAL STATEMENTS  
(continued)   AB Variable Products Series Fund

 

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of June 30, 2026:

 

     Level 1      Level 2     Level 3      Total  

Investments in Securities:

          

Assets:

          

Common Stocks:

          

Information Technology

   $ 36,723,742      $ 15,487,244     $    –0 –     $ 52,210,986  

Industrials

     18,668,246        13,994,453       –0 –       32,662,699  

Financials

     8,285,312        11,661,613       –0 –       19,946,925  

Health Care

     9,904,859        8,320,107       –0 –       18,224,966  

Communication Services

     7,626,275        –0 –      –0 –       7,626,275  

Utilities

     5,755,491        –0 –      –0 –       5,755,491  

Consumer Discretionary

     2,947,947        1,707,255       –0 –       4,655,202  

Real Estate

     3,243,401        –0 –      –0 –       3,243,401  

Energy

     1,908,856        –0 –      –0 –       1,908,856  

Materials

     –0 –       1,841,120       –0 –       1,841,120  

Short-Term Investments

     10,937,961        –0 –      –0 –       10,937,961  
  

 

 

    

 

 

   

 

 

    

 

 

 

Total Investments in Securities

     106,002,090        53,011,792 (a)      –0 –       159,013,882  

Other Financial Instruments(b):

          

Assets:

          

Forward Currency Exchange Contracts

     –0 –       407,103       –0 –       407,103  

Liabilities:

          

Forward Currency Exchange Contracts

     –0 –       (326,452     –0 –       (326,452
  

 

 

    

 

 

   

 

 

    

 

 

 

Total

   $ 106,002,090      $ 53,092,443     $ –0 –     $ 159,094,533  
  

 

 

    

 

 

   

 

 

    

 

 

 

 

(a)   A significant portion of the Portfolio’s foreign equity investments are categorized as Level 2 investments since they are valued using fair value prices based on third party vendor modeling tools to the extent available, see Note A.1

 

(b)   Other financial instruments include derivative instruments, such as futures, forwards and swaps. Derivative instruments are valued at the unrealized appreciation (depreciation) on the instrument. Other financial instruments may also include swaps with upfront premiums, written options and written swaptions which are valued at market value.

3. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and ask prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Portfolio’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of foreign currency denominated assets and liabilities.

4. Taxes

It is the Portfolio’s policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

 

10


    AB Variable Products Series Fund

 

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Portfolio’s tax positions taken or expected to be taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

5. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Portfolio is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date the securities are purchased or sold. Investment gains or losses are determined on the identified cost basis. Non-cash dividends, if any, are recorded on the ex-dividend date at the fair value of the securities received. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income. The Portfolio accounts for distributions received from real estate investment trust (“REIT”) investments or from regulated investment companies as dividend income, realized gain, or return of capital based on information provided by the REIT or the investment company.

6. Class Allocations

All income earned and expenses incurred by the Portfolio are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Portfolio represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged proportionately to each portfolio or based on other appropriate methods. Realized and unrealized gains and losses are allocated among the various share classes based on respective net assets.

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. GAAP. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

8. Cash and Short-Term Investments

Cash and short-term investments include cash on hand and short-term investments with maturities of less than one year when purchased.

9. Segment Information

The Portfolio represents a single operating segment. An operating segment is defined in U.S. GAAP as a component of a public entity that engages in business activities from which it may recognize revenues and incur expenses, has operating results that are regularly reviewed by the public entity’s chief operating decision maker (“CODM”) to make decisions about resources to be allocated to the segment and assess its performance, and has discrete financial information available. The Portfolio’s President is the CODM. The CODM monitors the operating results of the Portfolio as a whole and the pre-determined Portfolio’s long term investment strategy, which is executed by the portfolio management group. The qualitative and quantitative information contained within the financial statements is used by the CODM to assess the segment’s performance versus the Portfolio’s comparative benchmark and to make resource allocation decisions. Segment assets are reflected on the statement of assets and liabilities and segment expenses are listed on the statement of operations.

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .75 % of the first $2.5 billion, .65% of the next $2.5 billion and .60% in excess of $5 billion, of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly. The Adviser has contractually agreed to waive its management fee and/or bear expenses of the Portfolio in order to reduce the Portfolio’s total operating expenses by an amount equal to .05% on an annual basis of the average net assets for Class A and Class B. For the six months ended June 30, 2026, such reimbursements/waivers amounted to $38,376. This fee waiver and/or expense reimbursement agreement extends through May 1, 2027 and then may be extended by the Adviser for additional one-year terms.

On March 26, 2026, Equitable Holdings, Inc. (“Equitable”), the owner of the Adviser, entered into an Agreement and Plan of Merger (“Merger Agreement”), by and among Equitable, Corebridge Financial, Inc. (“Corebridge”) and various Corebridge subsidiaries. Equitable and Corebridge have agreed, subject to the terms and conditions of the Merger Agreement, to effect an all-stock merger transaction to combine their respective businesses into a newly-formed company (the “Transaction”). The closing of the Transaction may be deemed an “assignment” of the investment advisory agreement

 

11


SUSTAINABLE GLOBAL THEMATIC PORTFOLIO
NOTES TO FINANCIAL STATEMENTS  
(continued)   AB Variable Products Series Fund

 

between the Portfolio and the Adviser. In order to ensure that the existing investment advisory services could continue uninterrupted, at a meeting held on May 5-7, 2026, the Boards of Directors/Trustees (the “Boards”) of the funds managed by the Adviser (the “AB Funds”), including the Portfolio, approved new investment advisory agreements with the Adviser, in connection with the Transaction. The Boards also agreed to call and hold a joint meeting of shareholders on August 3, 2026, for shareholders of each AB Fund to approve the new investment advisory agreement with the Adviser that would be effective after the closing of the Transaction. At the August 3, 2026 shareholder meeting, shareholders of the Portfolio approved the new investment advisory agreement.

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the six months ended June 30, 2026, the reimbursement for such services amounted to $47,544.

The Portfolio compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation retained by ABIS amounted to $1,063 for the six months ended June 30, 2026.

The Portfolio may invest in AB Government Money Market Portfolio which has a contractual annual advisory fee rate of .20% of the portfolio’s average daily net assets and bears its own expenses. Effective September 1, 2023, the Adviser has contractually agreed to waive .05% of the advisory fee of AB Government Money Market Portfolio (resulting in a net advisory fee of .15%) until August 31, 2024. In connection with the investment by the Portfolio in AB Government Money Market Portfolio, the Adviser has contractually agreed to waive its advisory fee from the Portfolio in an amount equal to the Portfolio’s pro rata share of the effective advisory fee of AB Government Money Market Portfolio, as borne indirectly by the Portfolio as an acquired fund fee and expense. For the six months ended June 30, 2026, such waiver amounted to $6,023.

A summary of the Portfolio’s transactions in AB mutual funds for the six months ended June 30, 2026 is as follows:

 

Portfolio

   Market Value
12/31/25

(000)
     Purchases
at Cost

(000)
     Sales
Proceeds

(000)
     Market Value
6/31/26

(000)
     Dividend
Income

(000)
 

AB Government Money Market Portfolio

   $ 7,392      $ 49,597      $ 46,051      $ 10,938      $ 106  

NOTE C: Distribution Plan

The Portfolio has adopted a Distribution Plan (the “Plan”) for Class B shares pursuant to Rule 12b-1 under the 1940 Act. Under the Plan, the Portfolio pays distribution and servicing fees to AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, at an annual rate of up to .50% of the Portfolio’s average daily net assets attributable to Class B shares. The fees are accrued daily and paid monthly. The Board currently limits payments under the Plan to .25% of the Portfolio’s average daily net assets attributable to Class B shares. The Plan provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities.

The Portfolio is not obligated under the Plan to pay any distribution and servicing fees in excess of the amounts set forth above. The purpose of the payments to the Distributor under the Plan is to compensate the Distributor for its distribution services with respect to the sale of the Portfolio’s Class B shares. Since the Distributor’s compensation is not directly tied to its expenses, the amount of compensation received by it under the Plan during any year may be more or less than its actual expenses. For this reason, the Plan is characterized by the staff of the Securities and Exchange Commission as being of the “compensation” variety.

In the event that the Plan is terminated or not continued, no distribution or servicing fees (other than current amounts accrued but not yet paid) would be owed by the Portfolio to the Distributor.

The Plan also provides that the Adviser may use its own resources to finance the distribution of the Portfolio’s shares.

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2026 were as follows:

 

       Purchases      Sales  

Investment securities (excluding U.S. government securities)

     $ 91,660,723      $ 100,595,260  

U.S. government securities

       –0 –       –0 – 

 

12


    AB Variable Products Series Fund

 

The cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes. Accordingly, gross unrealized appreciation and unrealized depreciation are as follows:

 

Gross unrealized appreciation

   $ 38,783,692  

Gross unrealized depreciation

     (3,125,975
  

 

 

 

Net unrealized appreciation

   $ 35,657,717  
  

 

 

 

1. Derivative Financial Instruments

The Portfolio may use derivatives in an effort to earn income and enhance returns, to replace more traditional direct investments, to obtain exposure to otherwise inaccessible markets (collectively, “investment purposes”), or to hedge or adjust the risk profile of its portfolio.

The principal type of derivative utilized by the Portfolio, as well as the methods in which they may be used are:

 

   

Forward Currency Exchange Contracts

The Portfolio may enter into forward currency exchange contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign portfolio holdings, to hedge certain firm purchase and sale commitments denominated in foreign currencies and for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”.

A forward currency exchange contract is a commitment to purchase or sell a foreign currency at a future date at a negotiated forward rate. The gain or loss arising from the difference between the original contract and the closing of such contract would be included in net realized gain or loss on forward currency exchange contracts. Fluctuations in the value of open forward currency exchange contracts are recorded for financial reporting purposes as unrealized appreciation and/or depreciation by the Portfolio. Risks may arise from the potential inability of a counterparty to meet the terms of a contract and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar.

During the six months ended June 30, 2026, the Portfolio held forward currency exchange contracts for hedging purposes.

The Portfolio typically enters into International Swaps and Derivatives Association, Inc. Master Agreements (“ISDA Master Agreement”) with its OTC derivative contract counterparties in order to, among other things, reduce its credit risk to OTC counterparties. ISDA Master Agreements include provisions for general obligations, representations, collateral and events of default or termination. Under an ISDA Master Agreement, the Portfolio typically may offset with the OTC counterparty certain derivative financial instruments’ payables and/or receivables with collateral held and/or posted and create one single net payment (close-out netting) in the event of default or termination. In the event of a default by an OTC counterparty, the return of collateral with market value in excess of the Portfolio’s net liability, held by the defaulting party, may be delayed or denied.

The Portfolio’s ISDA Master Agreements may contain provisions for early termination of OTC derivative transactions in the event the net assets of the Portfolio decline below specific levels (“net asset contingent features”). If these levels are triggered, the Portfolio’s OTC counterparty has the right to terminate such transaction and require the Portfolio to pay or receive a settlement amount in connection with the terminated transaction. If OTC derivatives were held at period end, please refer to netting arrangements by the OTC counterparty table below for additional details.

During the six months ended June 30, 2026, the Portfolio had entered into the following derivatives:

 

    

Asset Derivatives

    

Liability Derivatives

 

Derivative Type

  

Statement of
Assets and Liabilities
Location

   Fair Value     

Statement of
Assets and Liabilities
Location

   Fair Value  

Foreign currency contracts

   Unrealized appreciation on forward currency exchange contracts    $ 407,103      Unrealized depreciation on forward currency exchange contracts    $ 326,452  
     

 

 

       

 

 

 

Total

      $ 407,103         $ 326,452  
     

 

 

       

 

 

 

 

13


SUSTAINABLE GLOBAL THEMATIC PORTFOLIO
NOTES TO FINANCIAL STATEMENTS  
(continued)   AB Variable Products Series Fund

 

Derivative Type

  

Location of Gain or (Loss) on Derivatives

Within Statement of Operations

   Realized Gain or
(Loss) on
Derivatives
    Change in Unrealized
Appreciation or
(Depreciation)
 

Foreign currency contracts

   Net realized gain (loss) on forward currency exchange contracts; Net change in unrealized appreciation (depreciation) of forward currency exchange contracts    $ (412,956   $ 113,670  
     

 

 

   

 

 

 

Total

      $ (412,956   $ 113,670  
     

 

 

   

 

 

 

The following table represents the average monthly volume of the Portfolio’s derivative transactions during the six months ended June 30, 2026:

 

Forward Currency Exchange Contracts:

  

Average principal amount of buy contracts

   $ 34,864,390  

Average principal amount of sale contracts

   $ 42,082,172  

For financial reporting purposes, the Portfolio does not offset derivative assets and derivative liabilities that are subject to netting arrangements in the statement of assets and liabilities.

All OTC derivatives held at period end were subject to netting arrangements. The following table presents the Portfolio’s derivative assets and liabilities by OTC counterparty net of amounts available for offset under ISDA Master Agreements (“MA”) and net of the related collateral received/pledged by the Portfolio as of June 30, 2026. Exchange-traded derivatives and centrally cleared swaps are not subject to netting arrangements and as such are excluded from the table.

 

Counterparty

   Derivative Assets
Subject

To a MA
     Derivatives
Available for
Offset
    Cash Collateral
Received*
    Security Collateral
Received*
    Net Amount of
Derivative

Assets
 

Bank of America NA

   $ 96,430      $ (3,721   $    –0 –    $    –0 –    $ 92,709  

Bank of New York (The)

     7,517        –0 –      –0 –      –0 –      7,517  

BNP Paribas SA

     4,842        –0 –      –0 –      –0 –      4,842  

Citibank NA

     158,802        (28,531     –0 –      –0 –      130,271  

Morgan Stanley Bank NA

     106,761        (106,761     –0 –      –0 –      –0 – 

Standard Chartered Bank

     2,860        –0 –      –0 –      –0 –      2,860  

State Street Bank & Trust Co.

     24,791        (24,791     –0 –      –0 –      –0 – 

UBS

     5,100        (5,100     –0 –      –0 –      –0 – 
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Total

   $ 407,103      $ (168,904   $ –0 –    $ –0 –    $ 238,199 ^ 
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Counterparty

   Derivative Liabilities
Subject To a MA
     Derivatives
Available for
Offset
    Cash Collateral
Pledged*
    Security Collateral
Pledged*
    Net Amount of
Derivative
Liabilities
 

Bank of America NA

   $ 3,721      $ (3,721   $ –0 –    $ –0 –    $ –0 – 

Barclays Capital, Inc.

     75,104        –0 –      –0 –      –0 –      75,104  

Citibank NA

     28,531        (28,531     –0 –      –0 –      –0 – 

Deutsche Bank AG

     5,061        –0 –      –0 –      –0 –      5,061  

JPMorgan Chase Bank

     27,112        –0 –      –0 –      –0 –      27,112  

Morgan Stanley Bank NA

     127,345        (106,761     –0 –      –0 –      20,584  

State Street Bank & Trust Co.

     27,111        (24,791     –0 –      –0 –      2,320  

UBS

     32,467        (5,100     –0 –      –0 –      27,367  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Total

   $ 326,452      $ (168,904   $ –0 –    $    –0 –    $ 157,548 ^ 
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

 

*   The actual collateral received/pledged may be more than the amount reported due to over-collateralization.

 

^   Net amount represents the net receivable/payable that would be due from/to the counterparty in the event of default or termination. The net amount from OTC financial derivative instruments can only be netted across transactions governed under the same master agreement with the same counterparty.

 

14


    AB Variable Products Series Fund

 

2. Currency Transactions

The Portfolio may invest in non-U.S. Dollar-denominated securities on a currency hedged or unhedged basis. The Portfolio may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and other options. The Portfolio may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Portfolio and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Portfolio may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

NOTE E: Securities Lending

The Portfolio may enter into securities lending transactions. Under the Portfolio’s securities lending program, all loans of securities will be collateralized continually by cash collateral and/or non-cash collateral. Non-cash collateral will include only securities issued or guaranteed by the U.S. government or its agencies or instrumentalities. If the Portfolio cannot sell or repledge any non-cash collateral, such collateral will not be reflected in the portfolio of investments. If a loan is collateralized by cash, the Portfolio will be compensated for the loan from a portion of the net return from the income earned on cash collateral after a rebate is paid to the borrower (in some cases, this rebate may be a “negative rebate” or fee paid by the borrower to the Portfolio in connection with the loan), and payments are made for fees of the securities lending agent and for certain other administrative expenses. If the Portfolio receives non-cash collateral, the Portfolio will receive a fee from the borrower generally equal to a negotiated percentage of the market value of the loaned securities. The Portfolio will have the right to call a loan and obtain the securities loaned at any time on notice to the borrower within the normal and customary settlement time for the securities. While the securities are on loan, the borrower is obligated to pay the Portfolio amounts equal to any dividend income or other distributions from the securities; however, these distributions will not be afforded the same preferential tax treatment as qualified dividends. The Portfolio will not be able to exercise voting rights with respect to any securities during the existence of a loan, but will have the right to regain ownership of loaned securities in order to exercise voting or other ownership rights. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent currently invests the cash collateral received in AB Government Money Market Portfolio, an eligible money market vehicle, in accordance with the investment restrictions of the Portfolio, and as approved by the Board. The collateral received on securities loaned is recorded as an asset as well as a corresponding liability in the statement of assets and liabilities. The collateral will be adjusted the next business day to maintain the required collateral amount. The amounts of securities lending income from the borrowers and AB Government Money Market Portfolio are reflected in the statement of operations. When the Portfolio earns net securities lending income from AB Government Money Market Portfolio, the income is inclusive of a rebate expense paid to the borrower. In connection with the cash collateral investment by the Portfolio in AB Government Money Market Portfolio, the Adviser has agreed to waive a portion of the Portfolio’s share of the advisory fees of AB Government Money Market Portfolio, as borne indirectly by the Portfolio as an acquired fund fee and expense. When the Portfolio lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. A principal risk of lending portfolio securities is that the borrower may fail to return the loaned securities upon termination of the loan and that the collateral will not be sufficient to replace the loaned securities. The lending agent has agreed to indemnify the Portfolio in the case of default of any securities borrower.

A summary of the Portfolio’s transactions surrounding securities lending for the six months ended June 30, 2026 is as follows:

 

Market Value of
Securities

on Loan*

   

Cash Collateral*

   

Market Value of

Non-Cash
Collateral*

   

Income from
Borrowers

   

AB Government Money Market

Portfolio

 
  Income
Earned
    Advisory Fee
Waived
 
$ 2,025,496     $ –0–     $ 1,998,293     $ 741     $ –0–     $ –0–  

 

*   As of June 30, 2026.

 

15


SUSTAINABLE GLOBAL THEMATIC PORTFOLIO
NOTES TO FINANCIAL STATEMENTS  
(continued)   AB Variable Products Series Fund

 

NOTE F: Capital Stock

Each class consists of 500,000,000 authorized shares. Transactions in capital shares for each class were as follows:

 

    SHARES           AMOUNT  
    Six Months Ended
June 30, 2026
(unaudited)
    Year Ended
December 31,
2025
          Six Months Ended
June 30, 2026
(unaudited)
    Year Ended
December 31,
2025
 

Class A

         

Shares sold

    104,301       191,898       $ 3,359,781     $ 6,293,167  

Shares issued in reinvestment of distributions

    –0 –      235,863         –0 –      7,686,783  

Shares redeemed

    (61,553     (267,357       (2,025,408     (9,282,344
 

 

 

   

 

 

     

 

 

   

 

 

 

Net increase

    42,748       160,404       $ 1,334,373     $ 4,697,606  
 

 

 

   

 

 

     

 

 

   

 

 

 

Class B

         

Shares sold

    70,539       417,167       $ 2,120,079     $ 13,092,841  

Shares issued on reinvestment of distributions

    –0 –      412,701         –0 –      12,409,897  

Shares redeemed

    (293,567     (725,276       (8,788,779     (23,158,248
 

 

 

   

 

 

     

 

 

   

 

 

 

Net increase (decrease)

    (223,028     104,592       $ (6,668,700   $ 2,344,490  
 

 

 

   

 

 

     

 

 

   

 

 

 

At June 30, 2026, certain shareholders of the Portfolio owned 61% in aggregate of the Portfolio’s outstanding shares. Significant transactions by such shareholders, if any, may impact the Portfolio’s performance.

NOTE G: Risks Involved in Investing in the Portfolio

Market Risk—The value of the Portfolio’s assets will fluctuate as the market or markets in which the Portfolio invests fluctuate. The value of the Portfolio’s investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other local, regional or global events, including public health crises (including the occurrence of a contagious disease or illness), terrorism, war, changing interest rate levels, the imposition of new or additional tariffs, or conflicts, any of which can affect large portions of the securities markets. It includes the risk that a particular style of investing may underperform the market generally.

Sector Risk—The Portfolio may have more risk than a more diversified portfolio because it may invest to a significant extent in one or more particular market sectors, such as the information technology sector. To the extent it does so, market or economic factors affecting the relevant sector(s) could have a major effect on the value of the Portfolio’s investments.

ESG Risk—Applying ESG and sustainability criteria to the investment process may exclude securities of certain issuers for and, therefore, the Portfolio may forgo some market opportunities available to funds that do not use ESG or sustainability criteria. Securities of companies with ESG practices may shift into and out of favor depending on market and economic conditions, and the Portfolio’s performance may at times be better or worse than the performance of funds that do not use ESG or sustainability criteria. Furthermore, ESG and sustainability criteria are not uniformly defined, and the Fund’s ESG and sustainability criteria may differ from those used by other funds. In addition, in evaluating an investment, the Adviser is dependent upon information and data that may be incomplete, inaccurate or unavailable, which could adversely affect the analysis of the ESG and sustainability factors relevant to a particular investment.

Foreign (Non-U.S.) RiskInvestments in securities of non-U.S. issuers may involve more risk than those of U.S. issuers. These securities may fluctuate more widely in price and may be more difficult to trade due to adverse market, economic, political, regulatory or other factors. In addition, the value of the Fund’s investments may decline because of factors such as unfavorable or unsuccessful government actions, reduction in government or central bank support, economic sanctions and tariffs and potential responses to those sanctions and tariffs.

Emerging Market Risk—Investments in emerging market countries may involve more risks than investments in other foreign countries because the markets are less developed, less liquid and are subject to increased potential for market manipulation, and increased economic, political, regulatory or other uncertainties.

Currency Risk—Fluctuations in currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce its returns.

 

16


    AB Variable Products Series Fund

 

Capitalization Risk—Investments in small- and mid-capitalization companies may be more volatile than investments in large-capitalization companies. Investments in small- and mid-capitalization companies may have additional risks because these companies limited product lines, markets or financial resources.

Derivatives Risk—Derivatives may be difficult to price or unwind and leveraged so that small changes may produce disproportionate losses for the Portfolio. A short position in a derivative instrument involves the risk of a theoretically unlimited increase in the value of the underlying asset, reference rate or index, which could cause the Portfolio to suffer a potentially unlimited loss. Derivatives, especially over-the-counter derivatives, are also subject to counterparty risk, which is the risk that the counterparty (the party on the other side of the transaction) on a derivative transaction will be unable or unwilling to honor its contractual obligations to the Portfolio.

Focused Portfolio Risk—Investments in a limited number of companies may have more risk because changes in the value of a single security may have a more significant effect, either negative or positive, on the Portfolio’s net asset value, or NAV, than would be the case if the Portfolio were invested in a larger number of companies.

Indemnification Risk—In the ordinary course of business, the Portfolio enters into contracts that contain a variety of indemnifications. The Portfolio’s maximum exposure under these arrangements is unknown. However, the Portfolio has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote. Therefore, the Portfolio has not accrued any liability in connection with these indemnification provisions.

Management Risk—The Portfolio is subject to management risk because it is an actively-managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions for the Fund, but there is no guarantee that its techniques will produce the intended results. Some of these techniques may incorporate, or rely upon, quantitative models, but there is no guarantee that these models will generate accurate forecasts, reduce risk or otherwise perform as expected.

NOTE H: Joint Credit Facility

A number of open-end mutual funds and ETFs managed by the Adviser, including the Fund, participate in a $380 million credit facility (the “Facility”) intended to provide short-term financing related to redemptions and other short-term liquidity requirements. The Facility, which will expire on June 23, 2027, may be renewed for an additional term dependent upon the election of the participating funds and lenders. A commitment fee of 0.15% per annum of the Facility amount is paid by the participating funds. The portion of the commitment fee related to the ETFs is paid by the Adviser pursuant to the ETF’s unitary fee structure. The Fund did not utilize the Facility during the six months ended June 30, 2026.

NOTE I: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2026 will be determined at the end of the current fiscal Year. The tax character of distributions paid during the fiscal years ended December 31, 2025 and December 31, 2024 were as follows:

 

       2025      2024  

Distributions paid from:

       

Ordinary income

     $ 94,708      $ –0 – 

Net long-term capital gains

       20,001,973        498,881  
    

 

 

    

 

 

 

Total taxable distributions paid

     $ 20,096,681      $ 498,881  
    

 

 

    

 

 

 

As of December 31, 2025, the components of accumulated earnings (deficit) on a tax basis were as follows:

 

Undistributed capital gains

     $ 10,504,682  

Unrealized appreciation (depreciation)

       31,375,729 (a) 
    

 

 

 

Total accumulated earnings (deficit)

     $ 41,880,411  
    

 

 

 

 

(a)   The differences between book-basis and tax-basis unrealized appreciation (depreciation) are attributable primarily to the recognition for tax purposes of unrealized gains (losses) on certain derivative instruments and the tax deferral of losses on wash sales.

 

17


SUSTAINABLE GLOBAL THEMATIC PORTFOLIO
NOTES TO FINANCIAL STATEMENTS  
(continued)   AB Variable Products Series Fund

 

For tax purposes, net realized capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of December 31, 2025, the Portfolio did not have any capital loss carryforwards.

NOTE J: Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Funds’ financial statements through this date.

 

18


 
SUSTAINABLE GLOBAL THEMATIC PORTFOLIO
FINANCIAL HIGHLIGHTS   AB Variable Products Series Fund

 

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

 

    Class A  
    Six Months
Ended
June 30, 2026
(unaudited)
    Year Ended December 31,  
    2025     2024     2023     2022     2021  

Net asset value, beginning of period

    $32.83       $35.13       $33.17       $30.42       $46.20       $42.40  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
           

Income From Investment Operations

           

Net investment income (loss)(a)(b)

    .09       .06       .06       .10       .07       (.10

Net realized and unrealized gain (loss) on investment and foreign currency transactions

    1.42       2.13       2.00       4.68       (12.25     9.46  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease) in net asset value from operations

    1.51       2.19       2.06       4.78       (12.18     9.36  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Less: Dividends and Distributions

           

Dividends from net investment income

    –0 –      –0 –      –0 –      (.09     –0 –      –0 – 

Distributions from net realized gain on investment transactions

    –0 –      (4.49     (.10     (1.94     (3.60     (5.56
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total dividends and distributions

    –0 –      (4.49     (.10     (2.03     (3.60     (5.56
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

    $34.34       $32.83       $35.13       $33.17       $30.42       $46.20  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
           

Total Return

           

Total investment return based on net asset value(c)

    4.60     6.32     6.21     16.01     (26.98 )%      22.87
           

Ratios/Supplemental Data

           

Net assets, end of period (000’s omitted)

    $68,169       $63,761       $62,599       $58,246       $52,543       $70,723  

Ratio to average net assets of:

           

Expenses, net of waivers/reimbursements‡(d)

    .92 %(e)      .95     .91     .92     .90     .88

Expenses, before waiver/reimbursements‡(d)

    .98 %(e)      1.00     .96     .97     .96     .93

Net investment income (loss)(b)

    .56 %(e)      .16     .17     .32     .20     (.22 )% 

Portfolio turnover rate

    62     72     47     32     43     24
           

‡ Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying

  

portfolios

    .01 %(e)      .01     .00     .00     .00     .00

 

 

 

See footnote summary on page 20.

 

19


SUSTAINABLE GLOBAL THEMATIC PORTFOLIO
FINANCIAL HIGHLIGHTS  
(continued)   AB Variable Products Series Fund

 

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

 

    Class B  
    Six Months
Ended
June 30, 2026

(unaudited)
    Year Ended December 31,  
    2025     2024     2023     2022     2021  

Net asset value, beginning of period

    $30.26       $32.80       $31.05       $28.59       $43.80       $40.54  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
           

Income From Investment Operations

           

Net investment income (loss)(a)(b)

    .04       (.03     (.03     .02       (.02     (.20

Net realized and unrealized gain (loss) on investment and foreign currency transactions

    1.32       1.98       1.88       4.39       (11.59     9.02  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease) in net asset value from operations

    1.36       1.95       1.85       4.41       (11.61     8.82  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
           

Less: Dividends and Distributions

           

Dividends from net investment income

    –0 –      –0 –      –0 –      (.01     –0 –      –0 – 

Distributions from net realized gain on investment transactions

    –0 –      (4.49     (.10     (1.94     (3.60     (5.56
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total dividends and distributions

    –0 –      (4.49     (.10     (1.95     (3.60     (5.56
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

    $31.62       $30.26       $32.80       $31.05       $28.59       $43.80  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
           

Total Return

           

Total investment return based on net asset value(c)

    4.49     6.02     5.96     15.70     (27.17 )%      22.57
           

Ratios/Supplemental Data

           

Net assets, end of period (000’s omitted)

    $90,997       $93,844       $98,271       $105,499       $100,515       $149,808  

Ratio to average net assets of:

           

Expenses, net of waivers/reimbursements‡(d)

    1.17 %(e)      1.19     1.16     1.17     1.15     1.13

Expenses, before waiver/reimbursements‡(d)

    1.23 %(e)      1.25     1.21     1.22     1.21     1.18

Net investment income (loss)(b)

    .30 %(e)      (.09 )%      (.08 )%      .07     (.05 )%      (.47 )% 

Portfolio turnover rate

    62     72     47     32     43     24
           

‡ Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying

  

portfolios

    .01 %(e)      .01     .00     .00     .00     .00

 

 

 

(a)   Based on average shares outstanding.

 

(b)   Net of expenses waived/reimbursed by the Adviser.

 

(c)   Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Total investment return does not reflect (i) insurance company’s separate account related expense charges and (ii) the deductions of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares. Total investment return calculated for a period of less than one year is not annualized.

 

(d)   In connection with the Portfolio investments in affiliated underlying portfolios, the Portfolio incurs no direct expenses, but bears proportionate shares of the fees and expenses (i.e., operating, administrative and investment advisory fees) of the affiliated underlying portfolios. The Adviser has contractually agreed to waive its fees from the Portfolio in an amount equal to the Portfolio pro rata share of certain acquired fund fees and expenses, and for the for the six months ended June 30, 2026 and for the year ended December 31, 2025, such waiver amounted to .01% (annualized) and .01%, respectively.

 

(e)   Annualized.

See notes to financial statements.

 

20


 
SUSTAINABLE GLOBAL THEMATIC PORTFOLIO
CONTINUANCE DISCLOSURE   AB Variable Products Series Fund

 

INFORMATION REGARDING THE REVIEW AND APPROVAL OF THE FUND’S PROPOSED NEW ADVISORY AGREEMENT AND INTERIM ADVISORY AGREEMENT IN THE CONTEXT OF A POTENTIAL ASSIGNMENT

As described in more detail in the Proxy Statement for AB Variable Products Series Fund, Inc. (the “Company”) dated June 23, 2026, the Board of the Company, at a meeting held in-person on May 5-7, 2026, approved a new advisory agreement with the Adviser (the “Proposed Agreement”) in respect of each fund organized as a series of the Company (the “Funds”), including AB Sustainable Global Thematic Portfolio (the “Fund”), in connection with an Agreement and Plan of Merger (the “Merger Agreement”) by and among Equitable Holdings, Inc. (“Equitable”) (the holder of a majority of the partnership interests in the Adviser and the indirect parent of AllianceBernstein Corporation, the general partner of the Adviser), Corebridge Financial, Inc. (“Corebridge”), and various Corebridge subsidiaries, pursuant to which Equitable and Corebridge have agreed, subject to the terms and conditions of the Merger Agreement, to effect an all-stock merger transaction to combine their respective businesses into a newly formed company. Because Equitable controls the Adviser, the Merger may result in an “assignment” (within the meaning of section 2(a)(4) of the Investment Company Act) of the current advisory agreement for the Company in respect of the Funds, including Fund, resulting in the automatic termination of such advisory agreement.

At the same meeting, the Board also considered and approved an interim advisory agreement with the Adviser (the “Interim Advisory Agreement”) for the Company in respect of the Funds, including the Fund, to be effective only in the event that stockholder approval of the Proposed Agreement had not been obtained as of the date of the Merger resulting in an “assignment” of the Adviser’s current advisory agreement and its automatic termination.

The stockholders of the Fund subsequently approved the Proposed Agreement at an annual meeting of stockholders called for the purpose of electing Directors and voting on the Proposed Agreement.

A discussion regarding the basis for the Boards’ approvals at the meeting held on May 5-7, 2026, is set forth below.

At a meeting of the Board held in-person on May 5-7, 2026, the Adviser presented its recommendation that the Board consider and approve the Proposed Agreement in respect of each Fund. The Current Agreement in respect of each Fund provides for automatic termination in the event of an assignment, and the closing of the transaction contemplated by the Merger Agreement may result in an assignment. The Proposed Agreement is being considered to take effect upon the closing, subject to stockholder approval. In connection with their approval of the Proposed Agreement in respect of each Fund, the Board considered its conclusions in connection with its most recent approval of the Current Agreement, in particular in cases where the last approval of the Current Agreement in respect of a Fund was relatively recent, including the Board’s general satisfaction with the nature and quality of services being provided and, as applicable, in the case of certain Funds, actions taken or to be taken in an effort to improve investment performance or reduce expense ratios. Also in connection with their approval of the Proposed Agreement, the Board considered a representation made to them at that time by the Adviser that there were no additional developments not already disclosed to the Board since their most recent approval of the Current Agreement in respect of a Fund that would be a material consideration to the Board in connection with their consideration of the Proposed Agreement, except for matters disclosed to the Board by the Adviser. The Directors considered the fact that the Proposed Agreement would have corresponding terms and conditions identical to those of the Current Agreement with the exception of the effective date and initial term under the Proposed Agreement.

The Directors considered their knowledge of the nature and quality of the services provided by the Adviser to each Fund gained from their experience as directors or trustees of the registered investment companies advised by the Adviser, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the Directors and its responsiveness, frankness and attention to concerns raised by the Directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the Funds. The Directors noted that they have four regular meetings each year, at each of which they review extensive materials and information from the Adviser, including information on the investment performance of each Fund.

The Directors also considered all factors they believed relevant, including the specific matters discussed below. During the course of their deliberations, the Directors evaluated, among other things, the reasonableness of the management fees of the Funds they oversee. The Directors did not identify any particular information that was all-important or controlling, and different Directors may have attributed different weights to the various factors. The Directors determined that the selection of the Adviser to manage the Funds, and the overall arrangements between the Funds and the Adviser, as provided in the Proposed Agreement, including the management fees, were fair and reasonable in light of the services performed under the

 

21


SUSTAINABLE GLOBAL THEMATIC PORTFOLIO
CONTINUANCE DISCLOSURE
(continued)   AB Variable Products Series Fund

 

Current Agreement and to be performed under the Proposed Agreement, expenses incurred and to be incurred and such other matters as the Directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the Directors’ determinations included the following:

Nature, Extent and Quality of Services Provided

The Directors considered the scope and quality of services to be provided by the Adviser under the Proposed Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Funds. They also considered the information that had been provided to them by the Adviser concerning the anticipated implementation of the Merger Agreement and the Adviser’s representation that it did not anticipate that such implementation would affect the management or structure of the Adviser, have a material adverse effect on the Adviser, or adversely affect the quality of the services provided to the Funds by the Adviser and its affiliates. The Directors noted that the Adviser from time to time reviews each Fund’s investment strategies and from time to time proposes changes intended to improve the Fund’s relative or absolute performance for the Directors’ consideration. They also noted the professional experience and qualifications of each Fund’s portfolio management team and other senior personnel of the Adviser. The Directors also considered that the Proposed Agreement, similar to the Current Agreement, provides that the Funds will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services to the Funds by employees of the Adviser or its affiliates. Requests for these reimbursements are made on a quarterly basis and subject to approval by the Directors. Reimbursements, to the extent requested and paid, result in a higher rate of total compensation from the Funds to the Adviser than the fee rate stated in the Proposed Agreement. The Directors noted that the methodology to be used to determine the reimbursement amounts had been reviewed by an independent consultant at the request of the Directors. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Funds’ other service providers, also was considered. The Directors concluded that, overall, they were satisfied with the nature, extent and quality of services to be provided to each Fund under the Proposed Agreement.

Costs of Services to be Provided and Profitability

The Directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of each Fund to the Adviser for calendar years 2024 and 2025, as applicable, that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant at the request of the Directors. The Directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The Directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with a Fund, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Fund, as applicable. The Directors recognized that it is difficult to make comparisons of the profitability of the Proposed Agreement with the profitability of fund advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The Directors focused on the profitability of the Adviser’s relationship with each Fund before taxes and distribution expenses. The Directors noted that certain Funds, as applicable, were not profitable to the Adviser in one or more periods reviewed. The Directors concluded that the Adviser’s level of profitability from its relationship with the other Funds was not unreasonable.

Fall-Out Benefits

The Directors considered the other benefits to the Adviser and its affiliates from their relationships with the Funds and the money market fund advised by the Adviser in which the Funds invest, as applicable, including, but not limited to, as applicable, benefits relating to soft dollar arrangements (whereby investment advisers receive brokerage and research services from brokers that execute agency transactions for their clients) in the case of certain Funds; 12b-1 fees and sales charges received by the principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of the Class B shares of the Funds; brokerage commissions paid by certain Funds to brokers affiliated with the Adviser; and transfer agency fees paid by the Funds to a wholly owned subsidiary of the Adviser. The Directors recognized that the Adviser’s profitability would be somewhat lower, and that a Fund’s unprofitability to the Adviser would be exacerbated, without these benefits. The Directors understood that the Adviser also might derive reputational and other benefits from its association with the Funds.

Investment Results

In addition to the information reviewed by the Directors in connection with the Board meeting at which the Proposed Agreement was approved, the Directors receive detailed performance information for the Funds at each regular Board meeting during the year.

 

22


    AB Variable Products Series Fund

 

The Board’s consideration of the Proposed Agreement was informed by their most recent approval of the Current Agreement, and, in the case of certain Funds, their discussion with the Adviser of the reasons for those Funds’ underperformance in certain periods. The Directors also reviewed updated performance information and, in some cases, discussed with the Adviser the reasons for changes in performance or continued underperformance. On the basis of this review, the Directors determined to continue to monitor the performance of certain Funds closely and concluded that the investment performance of each other Fund was acceptable.

Management Fees and Other Expenses

The Directors considered the management fee rate payable by each Fund to the Adviser and information prepared by an independent service provider (the “15(c) provider”) concerning management fee rates payable by other funds in the same category as the Fund. The Directors recognized that it is difficult to make comparisons of management fees because there are variations in the services that are included in the fees paid by other funds. The Directors compared each Fund’s contractual management fee rate with a peer group median, and where applicable, took into account the impact on the management fee rate of the administrative expense reimbursement paid to the Adviser in the latest fiscal year.

The Directors also considered the Adviser’s fee schedule for other clients utilizing investment strategies similar to those of each Fund. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and in a report from the Funds’ Senior Vice President and noted the differences between a Fund’s fee schedule, on the one hand, and the Adviser’s institutional fee schedule and the schedule of fees charged by the Adviser to any offshore funds and for services to any sub-advised funds utilizing investment strategies similar to those of the Fund, on the other, as applicable. The Directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the Directors and that they had previously discussed with the Adviser its policies in respect of such arrangements.

The Adviser reviewed with the Directors the significantly greater scope of the services it provides to each Fund relative to institutional, offshore fund and sub-advised fund clients, as applicable. In this regard, the Adviser noted, among other things, that, compared to institutional and offshore or sub-advisory accounts, each Fund, as applicable, (i) demands considerably more portfolio management, research and trading resources due to significantly higher daily cash flows; (ii) has more tax and regulatory restrictions and compliance obligations; (iii) must prepare and file or distribute regulatory and other communications about fund operations; and (iv) must provide shareholder servicing to retail investors. The Adviser also reviewed the greater legal risks presented by the large and changing population of Fund stockholders who may assert claims against the Adviser in individual or class actions, and the greater entrepreneurial risk in offering new fund products, which require substantial investment to launch, may not succeed, and generally must be priced to compete with larger, more established funds resulting in lack of profitability to the Adviser until a new fund achieves scale. In light of the substantial differences in services rendered by the Adviser to institutional, offshore fund and sub-advised fund clients as compared to the Funds, and the different risk profile, the Directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

In connection with their review of each Fund’s management fee, the Directors also considered the total expense ratio of the Fund in comparison to the medians for a peer group and a peer universe selected by the 15(c) provider. The Directors also considered the Adviser’s expense caps for certain Funds. The Directors view expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to a Fund by others.

The Board’s consideration of the Proposed Agreement was informed by their most recent approval of the Current Agreement, and, in the case of certain Funds, their discussion with the Adviser of the reasons for those Funds’ expense ratios in certain periods. On the basis of this review, the Directors concluded that each Fund’s expense ratio was acceptable.

Economies of Scale

The Directors noted that the management fee schedules for certain Funds do not contain breakpoints and that they had discussed their strong preference for breakpoints in advisory contracts with the Adviser. The Directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the Funds, and presentations from time to time by the Adviser concerning certain of its views on economies of scale. The Directors also had requested and received from the Adviser certain updates on economies of scale in advance of the Board meeting. The Directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and

 

23


SUSTAINABLE GLOBAL THEMATIC PORTFOLIO
CONTINUANCE DISCLOSURE
(continued)   AB Variable Products Series Fund

 

not only in respect of a single fund. The Directors noted that there is no established methodology for setting breakpoints that give effect to the fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The Directors observed that in the mutual fund industry as a whole, as well as among funds similar to each Fund, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The Directors also noted that the advisory agreements for many funds do not have breakpoints at all.

The Directors informed the Adviser that they would monitor the asset levels of the Funds without breakpoints and their profitability to the Adviser and anticipated revisiting the question of breakpoints in the future if circumstances warrant doing so.

Interim Advisory Agreement

In approving the Interim Advisory Agreement, the Board with the assistance of independent counsel, considered similar factors to those considered in approving the Proposed Agreement. The Interim Advisory Agreement approved by the Board is identical to the Proposed Agreement, as well as the Current Agreement, in all material respects except for its proposed effective and termination dates and pro-visions intended to comply with the requirements of the relevant SEC rule, such as provisions requiring escrow of advisory fees. Under the Interim Advisory Agreement, the Adviser would continue to manage a Fund until a new advisory agreement was approved by stockholders or until the end of the 150-day period after termination of the Current Agreement, whichever would occur earlier. All fees earned by the Adviser under the Interim Advisory Agreement would be held in escrow pending stockholder approval of the Proposed Agreement. Upon approval of a new advisory agreement by stockholders, the escrowed management fees would be paid to the Adviser, and the Interim Advisory Agreement would terminate.

Information Regarding the Review and Approval of the Fund’s Current Advisory Agreement

The disinterested directors (the “directors”) of AB Variable Products Series Fund, Inc. (the “Company”) unanimously approved the continuance of the Company’s Advisory Agreement with the Adviser in respect of AB Sustainable Global Thematic Portfolio (the “Fund”) at a meeting held-in person on May 5-7, 2026 (the “Meeting”).

Prior to approval of the continuance of the Advisory Agreement, the directors had requested from the Adviser, and received and evaluated, extensive materials. They reviewed the proposed continuance of the Advisory Agreement with the Adviser and with experienced counsel who are independent of the Adviser, who advised on the relevant legal standards. The directors also reviewed additional materials, including comparative analytical data prepared by the Senior Vice President of the Fund. The directors also discussed the proposed continuance in private sessions with counsel.

The directors considered their knowledge of the nature and quality of the services provided by the Adviser to the Fund gained from their experience as directors or trustees of most of the registered investment companies advised by the Adviser, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the directors and its responsiveness, frankness and attention to concerns raised by the directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the AB Funds. The directors noted that they have four regular meetings each year, at each of which they review extensive materials and information from the Adviser, including information on the investment performance of the Fund.

The directors also considered all factors they believed relevant, including the specific matters discussed below. During the course of their deliberations, the directors evaluated, among other things, the reasonableness of the advisory fee. The directors did not identify any particular information that was all-important or controlling, and different directors may have attributed different weights to the various factors. The directors determined that the selection of the Adviser to manage the Fund and the overall arrangements between the Fund and the Adviser, as provided in the Advisory Agreement, including the advisory fee, were fair and reasonable in light of the services performed, expenses incurred and such other matters as the directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the directors’ determinations included the following:

Nature, Extent and Quality of Services Provided

The directors considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Fund. The directors noted that the Adviser from time to time reviews the Fund’s investment strategies and from time to time proposes changes intended to improve the Fund’s relative or absolute performance for the directors’

 

24


    AB Variable Products Series Fund

 

consideration. They also noted the professional experience and qualifications of the Fund’s portfolio management team and other senior personnel of the Adviser. The directors also considered that the Advisory Agreement provides that the Fund will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services to the Fund by employees of the Adviser or its affiliates. Requests for these reimbursements are made on a quarterly basis and subject to approval by the directors. Reimbursements, to the extent requested and paid, result in a higher rate of total compensation from the Fund to the Adviser than the fee rate stated in the Advisory Agreement. The directors noted that the methodology used to determine the reimbursement amounts had been reviewed by an independent consultant at the request of the directors. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Fund’s other service providers, also was considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Fund under the Advisory Agreement.

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of the Fund to the Adviser for calendar years 2024 and 2025 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant at the request of the directors. The directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Fund, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Fund. The directors recognized that it is difficult to make comparisons of the profitability of the Advisory Agreement with the profitability of fund advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability of the Adviser’s relationship with the Fund before taxes and distribution expenses. The directors concluded that the Adviser’s level of profitability from its relationship with the Fund was not unreasonable.

Fall-Out Benefits

The directors considered the other benefits to the Adviser and its affiliates from their relationships with the Fund and the money market fund advised by the Adviser in which the Fund invests, including, but not limited to, benefits relating to soft dollar arrangements (whereby investment advisers receive brokerage and research services from brokers that execute agency transactions for their clients); 12b-1 fees and sales charges received by the Fund’s principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of the Fund’s Class B shares; brokerage commissions paid by the Fund to brokers affiliated with the Adviser; and transfer agency fees paid by the Fund to a wholly owned subsidiary of the Adviser. The directors recognized that the Adviser’s profitability would be somewhat lower without these benefits. The directors understood that the Adviser also might derive reputational and other benefits from its association with the Fund.

Investment Results

In addition to the information reviewed by the directors in connection with the Meeting, the directors receive detailed performance information for the Fund at each regular Board meeting during the year.

At the Meeting, the directors reviewed performance information prepared by an independent service provider (the “15(c) service provider”), showing the performance of the Class A Shares of the Fund against a group of similar funds (“peer group”) and a larger group of similar funds (“peer universe”), each selected by the 15(c) service provider, and information prepared by the Adviser showing performance of the Class A Shares against a broad-based securities market index, in each case for the 1-, 3-, 5- and 10-year periods ended February 28, 2026. The directors discussed with the Adviser the reasons for the Fund’s underperformance in the periods reviewed and determined to continue to monitor the Fund’s performance closely.

Advisory Fees and Other Expenses

The directors considered the advisory fee rate payable by the Fund to the Adviser and information prepared by the 15(c) service provider concerning advisory fee rates payable by other funds in the same category as the Fund. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds. The directors compared the Fund’s contractual effective advisory fee rate (reflecting a contractual waiver of a portion of the advisory fee) with a peer group median and noted that it was lower than the median. They also noted that the Adviser’s total rate of compensation, taking into account the impact of the administrative expense reimbursement paid to the Adviser in the latest fiscal year, was close to the median.

 

25


SUSTAINABLE GLOBAL THEMATIC PORTFOLIO
CONTINUANCE DISCLOSURE
(continued)   AB Variable Products Series Fund

 

The directors also considered the Adviser’s fee schedule for other clients utilizing investment strategies similar to those of the Fund. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and in a report from the Fund’s Senior Vice President and noted the differences between the Fund’s fee schedule, on the one hand, and the Adviser’s institutional fee schedule and the schedule of fees charged by the Adviser to any offshore funds and for services to any sub-advised funds utilizing investment strategies similar to those of the Fund, on the other. The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The directors also compared the advisory fee rate for the Fund with that for another fund advised by the Adviser utilizing similar investment strategies.

The Adviser reviewed with the directors the significantly greater scope of the services it provides to the Fund relative to institutional, offshore fund and sub-advised fund clients. In this regard, the Adviser noted, among other things, that, compared to institutional and offshore or sub-advisory accounts, the Fund (i) demands considerably more portfolio management, research and trading resources due to significantly higher daily cash flows; (ii) has more tax and regulatory restrictions and compliance obligations; (iii) must prepare and file or distribute regulatory and other communications about fund operations; and (iv) must provide shareholder servicing to retail investors. The Adviser also reviewed the greater legal risks presented by the large and changing population of Fund shareholders who may assert claims against the Adviser in individual or class actions, and the greater entrepreneurial risk in offering new fund products, which require substantial investment to launch, may not succeed, and generally must be priced to compete with larger, more established funds resulting in lack of profitability to the Adviser until a new fund achieves scale. In light of the substantial differences in services rendered by the Adviser to institutional, offshore fund and sub-advised fund clients as compared to funds such as the Fund, and the different risk profile, the directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

In connection with their review of the Fund’s advisory fee, the directors also considered the total expense ratio of the Class A shares of the Fund in comparison to the medians for a peer group and a peer universe selected by the 15(c) service provider. The Class A expense ratio of the Fund was based on the Fund’s latest fiscal year. The directors noted that it was likely that the expense ratios of some of the other funds in the Fund’s category were lowered by waivers or reimbursements by those funds’ investment advisers, which in some cases might be voluntary or temporary. The directors view expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to the Fund by others. The directors noted that the Fund’s expense ratio was above the medians, after giving effect to a contractual fee waiver by the Adviser. After reviewing and discussing the Adviser’s explanations of the reasons for this, the directors concluded that the Fund’s expense ratio was acceptable.

Economies of Scale

The directors noted that the advisory fee schedule for the Fund contains breakpoints that reduce the fee rates on assets above specified levels. The directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the AB Funds, and presentations from time to time by the Adviser concerning certain of its views on economies of scale. The directors also had requested and received from the Adviser certain updates on economies of scale in advance of the Meeting. The directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The directors noted that there is no established methodology for setting breakpoints that give effect to the fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The directors observed that in the mutual fund industry as a whole, as well as among funds similar to the Fund, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The directors also noted that the advisory agreements for many funds do not have breakpoints at all. Having taken these factors into account, the directors concluded that the Fund’s shareholders would benefit from a sharing of economies of scale in the event the Fund’s net assets exceed a breakpoint in the future.

 

26


VPS-SGT-0152-0626


ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES.

There were no disagreements with accountants during the reporting period.

ITEM 9. PROXY DISCLOSURES FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES.

There were no shareholder meetings during the reporting period.

ITEM 10. REMUNERATION PAID TO DIRECTORS, OFFICERS, AND OTHERS OF OPEN-END MANAGEMENT INVESTMENT COMPANIES.

Aggregate remuneration paid to all Directors and advisory board members are included within the Financial Statements under Item 7 of this Form N-CSR.

ITEM 11. STATEMENT REGARDING BASIS FOR APPROVAL OF INVESTMENT ADVISORY CONTRACT.

Statement regarding basis for Approval of Investment Advisory Contract included within the Financial Statements under Item 7 of this Form N-CSR.


ITEM 12. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to the registrant.

ITEM 13. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to the registrant.

ITEM 14. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

Not applicable to the registrant.

ITEM 15. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

There have been no material changes to the procedures by which shareholders may recommend nominees to the Fund’s Board of Directors since the Fund last provided disclosure in response to this item.

ITEM 16. CONTROLS AND PROCEDURES.

(a) The registrant’s principal executive officer and principal financial officer have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-2(c) under the Investment Company Act of 1940, as amended) are effective at the reasonable assurance level based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this document.

(b) There were no changes in the registrant’s internal controls over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

ITEM 17. DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to the registrant.

ITEM 18. RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION.

Not applicable to the registrant.


ITEM 19. EXHIBITS.

The following exhibits are attached to this Form N-CSR:

 

EXHIBIT NO.

 

DESCRIPTION OF EXHIBIT

19(b)(1)   Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
19(b)(2)   Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
19(c)   Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant): AB Variable Products Series Fund, Inc.

 

By:  

/s/ Onur Erzan

  Onur Erzan
  President
Date:   August 14, 2026

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

By:  

/s/ Onur Erzan

  Onur Erzan
  President
Date:   August 14, 2026
By:  

/s/ Stephen M. Woetzel

  Stephen M. Woetzel
  Treasurer and Chief Financial Officer
Date:   August 14, 2026

ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

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