Registration Nos. 333-222952

811-09725

WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT No. 11

AMENDMENT NO. 44

(Exact Name of Registrant)

(Name of Depositor)

(Depositors Telephone Number)

(Name and address of agent for service)

Approximate Date of Proposed Public Offering:

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date

until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become

effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on

such date as the Commission, acting pursuant to said Section 8(a), may determine.

 

3

Prospectus Supplement

Dated October 9, 2026

For

Certain Variable Life Insurance Policies and Variable Annuity Contracts

The following supplemental information should be read in conjunction with the Prospectuses and applicable

Updated Summary Prospectuses and Initial Summary Prospectus dated:

Special terms not defined herein have the meanings ascribed to them in the Prospectus.

On or about December 4, 2026 (the “Reorganization Date”), subject to shareholder approval, the following

“Target Funds” in which investment divisions (“subaccounts”) of the Separate Account currently may invest will

be reorganized into and with the corresponding “Acquiring Funds” (the “Reorganization”).

 

The Target Funds will no longer be available as variable investment options under the Policy or Contract after

the Reorganization Date. The corresponding Acquiring Funds of Target Funds that are available under your

Policy or Contract will be available as variable investment options under the Policy or Contract on December 4,

2026. On the Reorganization Date, all subaccount units corresponding to shares of the Target Funds will be

replaced with subaccount units corresponding to shares of the Acquiring Funds.

The Reorganization will be effected at the relative net asset values of the Target’s Fund’s and the Acquiring

Fund’s shares. Your Policy or Contract value immediately prior to the Reorganization will equal your Policy or

Contract value immediately after the Reorganization. There will be no tax consequences for you as a result of the

You may make changes to your investment allocations by submitting your written, electronic or telephone

instructions in Good Order by mail to The Guardian Insurance & Annuity Company, Inc., Individual Markets, P.

O. Box 981588, El Paso, TX 79998-1592 (regular mail) or 5951 Luckett Ct., Bldg. A, El Paso, TX 79998-1588

(overnight mail), or by calling 1-888-482-7342.

For 30 days prior to and for 30 days after the Reorganization Date, except with respect to any market

timing/short-term trading limitations as set forth in your Prospectus, there will be no exercise of any rights

reserved under the Policies to impose additional restrictions on transfers between subaccounts.

If your Policy or Contract value is automatically transferred on the Reorganization Date, you will receive a

confirmation showing the transfer of your Policy or Contract value from the subaccounts that invest in the Target

Funds to the subaccounts that invest in the corresponding Acquiring Funds. Due to the difference in unit values,

the number of units you receive in the subaccounts investing in the Acquiring Funds will be different from the

number of units you held in the subaccounts investing in the Target Funds.

Further, certain administrative programs will be impacted by the Reorganization. Specifically:

Except as set forth herein, all other provisions of the prospectus shall remain unchanged.

PART C

The following list sets forth the persons directly controlled by The Guardian Life Insurance Company of America (“Guardian Life”),

the parent company of GIAC. Those entities that are indented under another entity are subsidiaries of that entity and, therefore, indirect

subsidiaries of Guardian Life.

The By-Laws of The Guardian Insurance & Annuity Company, Inc. provide that the Company shall, to the fullest extent legally

permissible under the General Corporation Law of the State of Delaware, indemnify and hold harmless officers and directors of the

Corporation for certain liabilities reasonably incurred in connection with such person’s capacity as an officer or director.

The Certificate of Incorporation of The Guardian Insurance & Annuity Company, Inc. includes the following provision:

No director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for

breach of fiduciary duty as a director except for liability (i) for any breach of the director’s duty of loyalty to the

Corporation or its stockholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a

knowing violation of the law; (iii) under Section 164 of the Delaware General Corporation Law, or (iv) for any transaction

for which the director derived an improper personal benefit.

Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling

persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the

Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore,

unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of

expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or

proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant

will, unless in the opinion of its counsel, the matter has been settled by controlling precedent, submit to a court of appropriate

jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by

the final adjudication of such issue.

(a)

 

Park Avenue Securities LLC (“PAS”) is the principal underwriter for the Contract.

(b)

 

The following is a list of managers and principal officers of PAS.

Most of the Registrant’s accounts, books and other documents required to be maintained by Section 31(a) of the 1940 Act and the rules

promulgated thereunder are maintained by GIAC, the depositor, at 6255 Sterner’s Way, Bethlehem, Pennsylvania 18017. Documents

constituting the Registrant’s corporate records are also maintained by GIAC but are located at its Executive Office, 10 Hudson Yards,

New York, New York 10001.

None

The Depositor, GIAC, hereby undertakes and represents that the fees and charges deducted under the policy, in the aggregate, are

reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed by GIAC.

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant, The Guardian

Separate Account N has duly caused this Post-Effective Amendment No. 10 to the Registration Statement to be signed on its behalf by

the undersigned, thereunto duly authorized, in New York, New York.

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons

in the capacities and on the dates indicated.