MIDLAND NATIONAL LIFE INSURANCE COMPANY

INFORMATION ABOUT MIDLAND NATIONAL

Generally

We are Midland National Life Insurance Company, a stock life insurance company. We were organized in 1906, in South Dakota, as a mutual life insurance company at that time named “The Dakota Mutual Life Insurance Company.” We were reincorporated as a stock life insurance company, in 1909. Our name “Midland” was adopted in 1925. We were re-domesticated to Iowa in 1999. We are licensed to do business in 49 states, the District of Columbia, Puerto Rico, the Virgin Islands, Guam and the Mariana Islands.

Midland National is a subsidiary of Sammons Financial Group, which is a wholly-owned subsidiary of Sammons Enterprises, Inc., Dallas, Texas. Sammons Enterprises has controlling or substantial stock interests in a large number of other companies engaged in the areas of insurance, corporate services, and industrial distribution.

Midland National relies on the exemption from filing reports under the Securities Exchange Act of 1934 provided by Rule 12h-7.

Midland National’s Business

Midland National Life Insurance Company and Subsidiaries (“Midland National” or the “Company”) is a wholly owned subsidiary of Sammons Financial Group, Inc. (“SFG”). Midland National has three wholly owned subsidiaries. MNL Reinsurance Company (“MNL Re”), Solberg Reinsurance Company (“Solberg Re”) and Canal Reinsurance Company (“Canal Re”) are captive reinsurance companies domiciled in Iowa. Midland National offers individual life and annuity products in 49 states and the District of Columbia. The Company is affiliated through common ownership with North American Company for Life and Health Insurance (“North American”) and Sammons Institutional Group, Inc. (“SIG”).

We develop innovative products and services in order to provide our distribution partners with a comprehensive suite of insurance products and services. We rely on feedback from customers, employees, registered representatives and agents, supplemented with a variety of industry information and customer databases, to develop new products to meet the demands of an evolving market. As a result, we are typically expanding product offerings in the rapidly growing indexed annuity and life space with emphasis on multiple indexes and crediting methods as well as innovative lifetime withdrawal features. Our suite of products is balanced across the customer spectrum. We believe our products are conservatively designed to achieve appropriate levels of index-based interest crediting through market cycles. Our complementary suite of product lines is designed to allow us to meet profit targets and growth objectives.

We distribute our products through multiple channels including independent agents, broker-dealers, benefit consultants and third-party marketers. In particular, we intend to continue to leverage the independent distribution channel, which has proven to be an effective model and focus on building relationships with a core group of distribution partners that result in persistency of production.

We strive to maintain profitability of our business over varying interest rate environments by monitoring and managing a close asset and liability duration match. We employ an asset liability management program which includes quarterly projections of asset and liability cash flows over a wide range of interest rate scenarios reflecting dynamic contract holder behavior.

Our operating framework includes a focus on operational efficiency, which we believe should allow us to continue to offer competitively priced products and earn attractive returns.

Competition

The markets for insurance products and retirement solutions are highly competitive. We compete for customers and agents with a large number of other insurers as well as noninsurance financial services companies, such as banks, broker-dealers and investment managers, some of which may have greater financial resources and brand recognition than we do. We believe that competition is affected by various factors, including but not limited to, perceived financial strength and claims-paying ability, ratings, investment performance, size and strength of the agency force, distribution capabilities, commission structure, range of product lines and product quality, price and features, customer service and general reputation.

The level of competition among providers of life insurance, annuities and other retirement solutions products may increase as a result of the continuing consolidation of the financial services industry. Mergers and consolidations could increase, as companies seek to improve their competitive position through increased market share, economies of scale and diversification of products and services.

Financial strength ratings

An insurance company’s claims paying ability and financial strength ratings are an important factor in establishing its competitive position relative to other insurance companies. Ratings are important in maintaining public confidence in us and our ability to market our products. Rating organizations annually review the financial performance and condition of insurers, including Midland National. The current financial strength/claims paying ability ratings for Midland National are set forth in the chart below.

Midland National’s Ratings

Rating Agency

Rating

Outlook

S&P

A+

Stable

A.M. Best

A+

Stable

Fitch

A+

Stable

The ratings are meaningful to current and prospective contract holders and we believe give Midland National a competitive advantage in the Company’s target markets over competitors with lower ratings.

Risk Factors Related to Midland National and Its Business

The operating results of life and annuity insurance companies as reported under statutory accounting principles have historically been subject to significant fluctuations. The financial position and operating results of Midland National are subject to certain risk factors discussed more fully below. You should consider and read carefully all of the risks and uncertainties described below, as well as the other information contained in this prospectus, including our financial statements included elsewhere in this prospectus. This prospectus also contains forward-looking statements and estimates that involve risks and uncertainties. See “Cautionary Statement Regarding Forward-Looking Information.”

The course of the novel coronavirus (COVID-19) pandemic, and responses to it, have been and may continue to be uncertain and difficult to predict, and could materially and adversely affect the Company’s business, results of operations, and financial condition.

Major public health issues, including the novel coronavirus COVID-19 pandemic (the “COVID-19 pandemic”), have caused and may continue to cause a large number of illnesses and deaths. Government authorities and other persons exercising governmental, political, or related authority or influence and other organizations may not effectively respond to the spread and severity of the COVID-19 pandemic, and their actions and the resulting impacts are unpredictable. The ultimate spread, duration, and severity of the COVID-19 pandemic, and of government authorities’ actions to address it, are uncertain, and may persist. Adverse conditions may worsen over time. Actions to respond to the COVID-19 pandemic have reduced and altered economic activity and financial markets. New information about the severity and duration of the COVID-19 pandemic or other public health issues, and government authorities, business, and societal reactions to that information, may increase the severity or duration of the COVID-19 pandemic and its effects.

The COVID-19 pandemic, and its effect on financial markets, could continue to adversely impact the Company’s investment portfolio. Market volatility may slow or prevent the Company from reacting to market events as effectively as it otherwise could. When the Company sells its investment holdings, it may not receive the prices it seeks, and may sell at a price lower than its carrying value, due to market volatility or other disruptions. Borrowers may delay or fail to pay principal and interest when due, tenants and residents may delay or fail to pay rent according to the terms of their lease and government authorities may delay or place a moratorium on

foreclosures, evictions or otherwise impair enforcement actions, affecting the value of the Company’s real estate investments, mortgage-backed securities, and other investments, and the cash flows they produce.

A continued slowdown in U.S. or global economic conditions brought on by the COVID-19 pandemic could adversely affect the values and cash flows of assets in the Company’s investment portfolio, especially if prolonged. Certain asset classes in the Company’s investment portfolio related to commercial real estate or companies in industries that could be most severely impacted by the economic disruption, including, but not limited to, oil and gas, gaming and lodging, retail and airlines, or tied to certain commodities, could suffer significant declines in valuation.

Government authorities’ actions, including activity by the U.S. Federal Reserve and other central banks, in response to the COVID-19 pandemic could cause sustained volatility in the interest rate environment, which could adversely affect the Company’s business and financial results.

The COVID-19 pandemic could increase claims under many of the Company’s policies and contracts. The impact of the COVID-19 pandemic on claims in each quarter may be greater than in prior quarters. In addition, an increased number of policyholders and contract holders may have lower income or assets, and may have difficulty paying premiums and fees. Government authorities may require (or suggest) “no lapse” in policy coverage for uncertain or prolonged periods of time, regardless of whether the Company receives premiums or is able to assess fees against policyholder or contract holder account balances. Legal and regulatory responses to the COVID-19 pandemic and related public health issues may also include the extension of insurance coverage beyond the Company’s policy or contract language, and/or changes to insurance policy or annuity contract conditions such as premium grace periods, suspension of cancellations, and extensions of proof of loss deadlines. These changes may cause additional expenses to adjust or override automated notification systems. Government authorities may also purport to change policy coverage, including retroactively, exposing the Company to risks and costs it was unable to foresee or underwrite. The Company may also voluntarily (or in response to requirements, guidance, or pressure) adopt customer accommodations, such as waiving exclusions, forgoing rate increases or implementing lower rate increases than the Company would in the ordinary course of its business, relaxation of claim documentation requirements, premium credit or accommodations for customers experiencing economic or other distress as a result of the COVID-19 pandemic. Policyholders or contract holders seeking sources of liquidity due to COVID-19 pandemic-related economic uncertainty and increased unemployment may withdraw, surrender or take policy loans at greater rates than the Company expected.

As a result of the COVID-19 pandemic, the Company’s cost of reinsurance on future reinsurance agreements could increase, or it may find reinsurance less available.

Policyholders and contract holders may change their behavior in unexpected ways. For example, they may surrender policies or contracts, take withdrawals and policy loans, change their premium payment practices, exercise product options, or take other actions as a result of the COVID-19 pandemic and government authorities’ efforts to respond to it. If policyholder and contract holder lapse and surrender rates significantly exceed the Company’s expectations, it could have a material adverse effect on the Company’s business, financial condition, results of operation, liquidity and cash flows.

We face risks related to recent increases in incidents of social, civil and political unrest, which could disrupt our operations.

Our business, including our investments, could be adversely affected by recent increases in incidents of social, civil and political unrest taking place in the U.S. and elsewhere. There can be no assurance as to when such civil unrest will end or that it will not escalate in the future. Any continuation or future escalation in such civil unrest, or a failure to restore public and social order by the governmental authorities in affected markets, could adversely affect the security and stability of the localities in which we operate, which could disrupt our operations, or the security and stability of the obligors on our investments. Any such impacts could increase the default rate, or negatively affect the carrying value, of such investments, which could have a material adverse effect on our business, financial condition and results of operations.

If difficult conditions in the global capital markets and the economy generally persist, they may materially adversely affect our business and results of operations.

Our business and results of operations are materially affected by conditions in the global capital markets and the economy generally. Stressed conditions, volatility and disruptions in financial asset classes or various markets, including global capital markets, can have an adverse effect on us, in part because we have a large investment portfolio and our insurance liabilities are sensitive to changing market factors. Global market factors, including interest rates, credit spreads, equity prices, equity market volatility, economic uncertainty, the impact of public health crises (e.g. the COVID-19 pandemic) and reactions and responses thereto, real estate markets, consumer spending, business investment, government spending, the volatility and strength of the capital markets, deflation, inflation, counterparty risks, changes in laws or regulations (including laws relating to the financial markets generally or the taxation or regulation of the insurance industry), trade barriers, commodity prices, currency exchange rates and controls and national and international political circumstances (including governmental instability, wars, terrorist acts or security operations) can all affect our financial condition, as well as the volume, profitability and results of our business operations, either directly or by virtue of their impact on the business and economic environment generally and on general levels of economic activity, employment and customer behavior specifically. Disruptions in one market or asset class can also spread to other markets or asset classes. Upheavals in the financial markets can also affect our financial condition (including our liquidity and capital levels) as a result of mismatched impacts on the value of our assets and our liabilities.

At times, throughout the past several years, volatile conditions have characterized financial markets. Significant market volatility, and government actions taken in response thereto, may exacerbate some of the risks we face.

To the extent these uncertain financial market conditions persist, our revenues and net investment income are exposed to these risks and may be adversely affected as a result. Similarly, sustained periods of low interest rates could cause our profit margins to erode. Also, in the event of extreme prolonged market events, such as a global credit crisis, we could incur significant capital and/or operating losses. Even in the absence of a market downturn, we are exposed to substantial risk of loss due to market volatility.

We are also exposed to risks associated with the potential financial instability of our customers, whether individual or institutional, many of whom may be adversely affected by the volatile conditions in the capital markets. Due to the macro-economic challenges currently affecting the economy of the U.S. and other parts of the world, customers may experience serious cash flow problems and other financial difficulties. As a result, they may modify, delay, or cancel plans to purchase our products, or may make changes in the mix of products purchased that are unfavorable to us. Any inability of current and/or potential customers to pay for our products may adversely affect our earnings and cash flow.

In addition, we are susceptible to risks associated with the potential financial instability of the vendors on which we rely to provide services or to whom we delegate certain functions. The same conditions that may affect our customers also could adversely affect our vendors, causing them to significantly and quickly increase their prices or reduce their output. Our business depends on our ability to

perform, in an efficient and uninterrupted fashion, our necessary business functions, and any interruption in the services provided by third parties could also adversely affect our cash flow, profitability, and financial condition.

Adverse capital and credit market conditions may significantly affect our ability to meet liquidity needs, our access to capital and our cost of capital.

The capital and credit markets may be subject to periods of extreme volatility and disruption, which could cause our liquidity and credit capacity to be limited.

We need liquidity to pay our operating expenses, maintain our securities lending activities, support our hedging programs, and fund maturing liabilities. Without sufficient liquidity, we could be forced to curtail our operations, and our business and financial results may suffer.

In the event market or other conditions have an adverse impact on our capital and liquidity and our current resources do not satisfy our needs, we may have to seek additional financing. The availability of additional financing will depend on a variety of factors, such as the then current market conditions, regulatory considerations, availability of credit to us and the financial services industry generally, our credit ratings and credit capacity, and the perception of our customers and lenders regarding our long- or short-term financial prospects if we incur large operating or investment losses or if the level of our business activity decreases due to a market downturn. Similarly, our access to funds may be impaired if regulatory authorities or rating agencies take negative actions against us. Our internal sources of liquidity may prove to be insufficient and, in such case, we may not be able to successfully obtain additional financing on favorable terms, or at all.

Our liquidity requirements may change if, among other things, we are required to return significant amounts of cash collateral on short notice under our securities lending requirements.

Disruptions, uncertainty or volatility in the capital and credit markets may also limit our access to capital needed to operate our business, most significantly in our insurance company subsidiaries. Such market conditions may limit our ability to replace, in a timely manner, maturing liabilities; satisfy regulatory capital requirements; and access the capital necessary to grow our business. As a result, we may be forced to delay raising capital, issue different types of securities than we would have otherwise, less effectively deploy such capital, issue shorter tenor securities than we prefer, or bear an unattractive cost of capital, which could decrease our profitability and significantly reduce our financial flexibility. Our results of operations, financial condition, cash flows and statutory capital position could be materially adversely affected by disruptions in the financial markets.

We are exposed to significant financial and capital markets risks that may adversely affect our results of operations, financial condition and liquidity, and may cause our net investment income to vary from period to period.

We are exposed to significant financial and capital markets risks, including changes in interest rates, credit spreads, equity prices, real estate markets, market volatility, global economic performance in general, the performance of specific obligors, including governments, included in our investment portfolio and other factors outside our control.

Interest rate risk. Some of our products, principally life insurance and fixed annuities, expose us to the risk that changes in interest rates will reduce our investment margin or “spread,” or the difference between the amounts that we are obligated to pay under the contracts in our general account and the rate of return we earn on general account investments intended to support obligations under such contracts. Our spread is a key component of our net income.

During periods when interest rates are low, we may be forced to reinvest proceeds from investments that have matured or have been prepaid or sold at lower yields, which will reduce our investment margin. Moreover, during periods when interest rates are low, borrowers may prepay or redeem fixed income securities and mortgage loans in our investment portfolio with greater frequency in order to borrow at lower market rates, thereby exacerbating this risk. Although lowering interest crediting rates can help offset decreases in spreads on some products, our ability to lower these rates could be limited by competition or contractually guaranteed minimum rates and may not match the timing or magnitude of changes in asset yields. As a result, our spread could decrease or potentially become negative.

A decline in market interest rates could also reduce our return on investments that do not support particular policy obligations. During periods of sustained lower interest rates, policy liabilities may not be sufficient to meet future policy obligations and may need to be

strengthened. Accordingly, declining and sustained lower interest rates may materially affect our results of operations, financial position and cash flows and significantly reduce our profitability.

Increases in market interest rates could also negatively affect our profitability. In periods of rapidly increasing interest rates, we may not be able to replace, in a timely manner, the investments in our general account with higher yielding investments needed to fund the higher crediting rates necessary to keep interest sensitive products competitive. We, therefore, may have to accept a lower spread and, thus, lower profitability or face a decline in sales and greater loss of existing contracts and related assets. In addition, policy loans, surrenders and withdrawals may tend to increase as contract holders seek investments with higher perceived returns as interest rates rise. This process may result in cash outflows requiring that we sell investments at a time when the prices of those investments are adversely affected by the increase in market interest rates, which may result in realized investment losses. An increase in market interest rates could also have a material adverse effect on the value of our investment portfolio, for example, by decreasing the estimated fair values of the fixed income securities that comprise a substantial portion of our investment portfolio.

We are also affected by the monetary policies of the Federal Reserve. In an attempt to curb rising inflation, the Federal Reserve and other central banks raised interest rates multiple times in 2022 and 2023. As the Federal Reserve changes the target range for the benchmark federal funds rate, this may adversely affect the economy and could generate volatility in debt and equity markets. AsIf the

Federal Reserve moves short-term interest rates higher, this could lead to declining values on fixed income investments. The actions of the Federal Reserve may have an impact on the pricing levels of risk-bearing investments, and may adversely impact the level of product sales. It is unclear whether and how interest rates will change in future periods.

Although we take measures to manage the economic risks of investing in a changing interest rate environment, we may not be able to mitigate the interest rate risk of our fixed income investments relative to our liabilities.

Credit Spreads. Our exposure to credit spreads primarily relates to market price volatility and cash flow variability associated with changes in such spreads. Market volatility can make it difficult to value certain of our securities if trading becomes less frequent. In such case, valuations may include assumptions or estimates that may have significant period-to-period changes, which could have a material adverse effect on our results of operations or financial condition. If there is a resumption of significant volatility in the markets, it could cause changes in credit spreads and defaults and a lack of pricing transparency which, individually or in tandem, could have a material adverse effect on our results of operations, financial condition, liquidity or cash flows.

Equity Risk. Our primary exposure to equity risk relates to the potential for lower earnings associated with certain of our businesses where fee income is earned based upon the estimated fair value of the assets under administration. Downturns and volatility in securities markets can have an adverse effect on the revenues and investment returns from our investment products and services.

In addition, we invest a portion of our investments in alternative assets, such as private equity and private debt funds. The amount and timing of net investment income from such funds tends to be uneven as a result of the performance of the underlying investments. The timing of distributions from such funds, which depends on particular events relating to the underlying investments, as well as the funds’ schedules for making distributions and their needs for cash, can be difficult to predict. Significant volatility could adversely impact returns and net investment income on these alternative investment classes. In addition, the estimated fair value of such investments may be impacted by downturns or volatility in securities markets.

Real Estate Risk. Our primary exposure to real estate risk relates to residential mortgage-backed securities (“RMBS”), commercial mortgage-backed securities (“CMBS”) and residential and commercial mortgage loans. Our exposure to these risks stems from various factors, including real estate supply and demand, geographic and extreme weather events and conditions, and interest rate fluctuations. General economic conditions and the recovery rate in the real estate sectors will continue to influence the performance of these investments. These factors, which are beyond our control, could have a material adverse effect on our results of operations, financial condition, liquidity or cash flows.

Credit Risk. There is a risk that issuers of our investments may default or that other parties may not be able to pay amounts due to us and our subsidiaries. We manage our investments to limit credit risk by diversifying our portfolio among various security types and industry sectors. In addition, we take into account default risk in our product pricing. Although we believe that we carefully manage these risks, there can be no guarantee that credit risk will be managed successfully in all situations. Any failure to successfully manage credit risk could have a material adverse effect on our results of operations, financial condition, liquidity or cash flows.

Our participation in securities lending programs and a repurchase program subjects us to potential liquidity and other risks.

We participate in a reverse repurchase program, which is considered part of a securities lending program, whereby we sell fixed income securities to third-party repurchase counterparties, primarily major brokerage firms and commercial banks, with a concurrent agreement to repurchase those same securities at a determined future date. The cash proceeds received under the repurchase program are typically invested in fixed income securities and cannot be returned prior to the scheduled repurchase date; however, market conditions on the repurchase date may limit our ability to enter into new agreements. The repurchase of securities or our inability to enter into new repurchase agreements would require us to return the cash collateral proceeds associated with such transactions on the repurchase or maturity date.

For repurchase transactions, the securities held as invested collateral (i.e., securities that we have purchased with cash collateral received) generally have floating rate coupons that match the floating rate liabilities to minimize the impact of interest rate risk. However, in some cases, the maturity of the securities held as invested collateral may exceed the term of the related securities under repurchase agreements and the estimated fair value may fall below the amount of cash received as collateral and invested. If we are required to return significant amounts of cash collateral on short notice and we are forced to sell securities to meet the return obligation, we may have difficulty selling such collateral that is invested in securities in a timely manner, be forced to sell securities in

a volatile or illiquid market for less than we otherwise would have been able to realize under normal market conditions, or both. In addition, under adverse capital market and economic conditions, liquidity may broadly deteriorate, which would further restrict our ability to sell securities. If we decrease the amount of our securities lending and repurchase activities over time, the amount of net investment income generated by these activities will also likely decline.

We may have difficulty selling certain holdings in our investment portfolio in a timely manner and realizing full value given their illiquid nature.

There may be a limited market for certain investments we hold in our investment portfolio, making them relatively illiquid. These include privately-placed fixed maturity securities, mortgage loans, policy loans, leveraged leases, equity real estate, such as real estate joint ventures and funds, and other limited partnership interests. In recent years, even some of our very high quality investments experienced reduced liquidity during periods of market volatility or disruption. If we were forced to sell certain of our investments during periods of market volatility or disruption, market prices may be lower than our carrying value in such investments. This could result in realized losses which could have a material adverse effect on our net income and financial position.

The determination of the amount of expected credit losses taken on our investments is highly subjective and could materially impact our business, financial condition and results of operations.

The determination of the amount of expected credit losses vary by investment type and is based on our periodic case-by-case evaluation and assessment of known and inherent risks associated with the respective asset class. Such evaluations and assessments are revised as conditions change and new information becomes available. Management updates its evaluations regularly and reflects changes in expected credit losses in operations as such evaluations are revised. Such evaluations and assessments can change significantly from period to period, especially in times of high market volatility. There can be no assurance that management has identified all securities that could ultimately impact the level of impairments taken and allowances reflected in the financial statements. Furthermore, additional credit losses may need to be taken or provided for in the future. Historical trends may not be indicative of future credit losses.

Defaults on commercial mortgage loans and volatility in performance may adversely affect our business, financial condition and results of operations.

Commercial mortgage loans may face heightened delinquency and default risk due to economic conditions which may have a negative impact on the performance of the underlying collateral, resulting in declining values and an adverse impact on the obligors of such instruments. An increase in the default rate of our commercial mortgage loan investments could have an adverse effect on our business, financial condition and results of operations.

In addition, the carrying value of commercial mortgage loans is negatively impacted by such factors. The carrying value of commercial mortgage loans is stated at outstanding principal less any loan loss allowances recognized. Considerations in determining allowances include, but are not limited to, the following: (i) declining debt service coverage ratios and increasing loan to value ratios; (ii) bankruptcy filings of major tenants or affiliates of the borrower on the property; (iii) catastrophic events at the property; and (iv) other subjective events or factors, including whether the terms of the debt will be restructured. There can be no assurance that management’s assessment of loan loss allowances on commercial mortgage loans will not change in future periods, which could lead to investment losses.

Our investment managers select investments that could be substantially below return expectations, below the returns of our competitors investments, or result in losses. Our investment managers select individual investments pursuant to broad authority within their stated guidelines, and we do not approve each investment decision made by these managers.

Our investment portfolio adheres to investment guidelines and policies and risk limits, however our investment managers are allowed considerable discretion within the context of an Enterprise Risk Management (“ERM”) overlay as well as other compliance measures authorized by our Investment Committee. The discretion afforded to our investment managers may result in investment returns that are substantially below expectations or that result in losses, which would materially and adversely affect our business operations and results. Our historical investment performance should not be considered as indicative of future results of our investment portfolio.

Exposure to limited partnerships investments could adversely affect our investment portfolio.

We owned $[3,092] million and $[2,279] million of investments in limited partnerships at December 31, 2023 and December 31, 2022, respectively. As of December 31, 2023 and December 31, 2022, we had future funding commitments relating to limited partnerships of $[1,146] million and $[1,201] million, respectively. These investments consist primarily of domestic and international private equity funds, private debt funds, infrastructure funds and other miscellaneous alternative investments. These investments may produce investment income which fluctuates from period to period and is less predictable and more variable than may be the case with more conventional asset classes. In addition, many of these assets have limitations on redemptions and trading, which may cause them to be substantially less liquid than more conventional asset classes, such as publicly traded fixed income securities and equities.

If we do not appropriately structure our hedges in relation to our anticipated liabilities, our ability to conduct our businesses could be adversely affected.

We actively seek to hedge our securities market exposure, including exposure through the writing of indexed annuity products and indexed universal life products. Our ability to measure and manage risk and to implement our investment strategy and hedging arrangements is crucial to our success. If we do not properly structure such hedges to meet our expected liabilities, we could be forced

to liquidate investments in order to pay any difference between the amount paid under the hedges and the amounts due for such liabilities, which could have an adverse impact on our financial condition or results of operations.

The success of our investment strategy and hedging arrangements will also be affected by general economic conditions. These conditions may cause volatile interest rates and securities markets, which in turn could increase the cost of hedging. Volatility or illiquidity in the markets could significantly and negatively affect our ability to appropriately execute our hedging strategies.

A downgrade or a potential downgrade in Midland National’s financial strength ratings could harm our competitive position.

Rating agencies regularly review the financial performance and condition of insurers, including Midland National. The current financial strength/claims paying ability ratings for Midland National as assigned by S&P, A.M. Best and Fitch were A+ (Strong), A+ (Superior) and A+, respectively. These ratings indicate a rating agency’s view of our ability to meet the obligations applicable to our in-force insurance contracts.

The rating agencies assign ratings based upon consideration of several qualitative and quantitative factors, including the rated company’s operating performance and investment results, products, risk profile, and capital resources. The rating agencies may also consider factors that may be outside of the rated company’s control, including changes in general economic conditions or their

sentiment towards a particular industry. A downgrade in the ratings of Midland National could have an adverse effect on our business, financial condition and results of operations. In addition, a downgrade in the ratings of Midland National could adversely affect, among other things, (a) its ability to sell certain of its products, (b) the rate of contract surrenders and withdrawals and (c) the return on the insurance and annuity products it issues and, ultimately, the results of its operations. In addition, there can be no assurance that a rating will be maintained for any given period of time or that a rating will not be lowered or withdrawn in its entirety.

We cannot predict what actions rating agencies may take in the future that could adversely affect our business, including changes to their respective capital sufficiency models. As with other companies in the financial services industry, our ratings could be downgraded at any time and without any notice by any rating agency, and any such downgrade could adversely affect our business, financial condition and results of operations.

We may not be able to mitigate the reserve strain associated with Regulation 830 and NAIC Actuarial Guideline 38, potentially resulting in a negative impact on our capital position or in a need to increase prices and/or reduce sales of term or universal life products.

The NAIC Model Regulation entitled “Valuation of Life Insurance Policies,” commonly known as “Regulation 830” or “Model #830,” requires insurers to establish additional statutory reserves for certain term life insurance policies with long-term premium guarantees and for certain universal life policies with secondary guarantees. In addition, NAIC Actuarial Guideline 38 (“AG38”) clarifies the application of Model #830 with respect to certain universal life insurance policies with secondary guarantees. Many of our term insurance products and an increasing number of our universal life insurance products are affected by Model #830 and AG38, respectively. The application of both Model #830 and AG38 involves numerous interpretations. At times, there may be differences of opinion between management and state insurance departments regarding the application of these and other actuarial standards. Such differences of opinion may lead to a state insurance regulator requiring greater reserves to support insurance liabilities than management estimated.

Model # 830 and AG38 require Midland National to establish statutory reserves for applicable term and universal life products at a level that exceeds what the company’s actuarial assumptions for the applicable business would otherwise require. We have implemented, and may implement in the future, reinsurance and capital management actions to mitigate the capital impact of Model #830 and AG38, including the use of letters of credit and the implementation of other transactions that provide acceptable collateral to support the reinsurance of the liabilities to wholly owned reinsurance captives or to third-party reinsurers. These arrangements are subject to review by state insurance regulators.

As of January 1, 2015, our insurance company subsidiaries became subject to a new actuarial guideline, NAIC Actuarial Guideline 48 (“AG48”), that affects the types of assets insurance companies can use in captive reinsurance companies to back the reserves they hold for term and universal life products. Specifically, AG48 prescribes an actuarial method to determine the portion of the assets held to support reserves for certain term and universal life policies that must be “primary securities,” which are defined as cash and securities rated by the Securities Valuation Office of the NAIC (subject to some limited exceptions) or, in limited cases, certain other assets. AG48 provides that reserves in excess of those calculated with the prescribed actuarial method may be supported or financed with a broader range of assets, referred to as “other securities.” AG48 applies to certain term and universal life insurance policies written from and after January 1, 2015, or written prior to January 1, 2015, but not included in a captive reinsurer financing arrangement as of December 31, 2014. The NAIC adopted a revised Credit for Reinsurance Model Law in January 2016 and the Term and Universal Life Insurance Reserve Financing Model Regulation in December 2016 to replace AG48. Effective July 1, 2017, Iowa substantially adopted the revised Credit for Reinsurance Model Law. Effective January 10, 2018, Iowa substantially adopted the Term and Universal Life Insurance Reserve Financing Model Regulation, replacing AG48 for Iowa ceding insurers.

We cannot provide assurance that there will not be regulatory challenges to the reinsurance and capital management actions we have taken to date, or those we may take in the future, or that acceptable collateral obtained through such transactions will continue to be available or available on a cost- effective basis. The result of those potential challenges, as well as the inability to obtain acceptable collateral, could require us to increase statutory reserves, incur higher operating and/or tax costs or reduce sales.

Certain of the reserve financing facilities we have put in place will mature prior to the run off of the liabilities they support. As a result, we cannot provide assurance that we will be able to continue to implement actions either to mitigate the impact of Model #830, AG38 and AG48 on future sales of term and universal life insurance products or maintain collateral support related to our captives or

existing third-party reinsurance arrangements to which one of our captive reinsurance subsidiaries is a party. If we are unable to continue to implement those actions or maintain existing collateral support, we may be required to increase statutory reserves or incur higher operating costs than we currently anticipate. Because term and universal life insurance are particularly price-sensitive products, any increase in premiums charged on these products to compensate us for the increased statutory reserve requirements or higher costs of reinsurance may result in a significant loss of volume and materially and adversely affect our life insurance business.

A significant portion of our institutional funding is obtained from a Federal Home Loan Bank, which subjects us to liquidity risks associated with sourcing a large concentration of our funding from one counterparty.

A significant portion of our institutional funding is obtained from the FHLB, which primarily serves as a source of funding to complement our securities lending program. As of December 31, 2023 and December 31, 2022, we had $3.1 billion of FHLB borrowings outstanding. Should the FHLB choose to change its definition of eligible collateral, or if the market value of the pledged collateral decreases in value due to changes in interest rates or credit ratings, we may be required to post additional amounts of collateral in the form of cash or other eligible collateral. If we do not have assets maturing concurrently with the maturing liability, we could be required to renew maturing agreements at higher costs. Additionally, we may be required to find other sources to replace this funding if we lose access to the FHLB funding. This could occur if our creditworthiness falls below the FHLB’s requirements or if

legislative or other political actions cause changes to the FHLB’s mandate or to the eligibility of life insurance companies to be members of the FHLB system.

Our products and services are complex and are frequently sold through intermediaries, and a failure to properly perform services or the misrepresentation of our products or services could have an adverse effect on our revenues and income.

Many of our products and services are complex and are frequently sold through intermediaries. In particular, our insurance businesses are reliant on intermediaries to describe and explain our products to their potential customers, and although we take precautions to avoid this result, such intermediaries may be deemed to have acted on our behalf. The intentional or unintentional misrepresentation of our products and services in advertising materials or other external communications, or inappropriate activities by our personnel or an intermediary, could result in liability for us and have an adverse effect on our reputation and business prospects, as well as lead to potential regulatory actions or litigation.

The insurance business is a heavily regulated industry and changes in state and federal regulation may affect our profitability.

We are subject to regulation under applicable insurance statutes, including insurance holding company statutes, in the various states in which Midland National transacts business. Midland National is domiciled in Iowa and is licensed to transact its insurance business in, and is subject to regulation and supervision by, insurance regulators in all U.S. states and territories, except New York and American Samoa. The ability of Midland National to continue to conduct its business is dependent upon the maintenance of its licenses in these various jurisdictions.

State insurance laws regulate most aspects of Midland National’s insurance business. Insurance regulatory authorities in the United States have broad administrative powers with respect to, among other things:

• licensing companies and agents to transact business;

• calculating the value of assets to determine compliance with statutory requirements;

• mandating certain insurance benefits;

• regulating certain premium rates;

• reviewing and approving policy forms;

• regulating unfair trade and claims practices, including through the imposition of restrictions on marketing and sales practices, distribution arrangements and payment of inducements;

• establishing and revising statutory capital and reserve requirements and solvency standards;

• fixing maximum interest rates on insurance policy loans and minimum rates for guaranteed crediting rates on life insurance policies and annuity contracts;

• approving future rate increases;

• approving changes in control of insurance companies;

• restricting the payment of dividends and other transactions between affiliates; and

• regulating the types, amounts and valuation of investments.

These laws and regulations affecting the insurance industry are complex and subject to change. Moreover, they are administered and enforced by a number of different regulatory authorities, including state insurance regulators, state securities administrators, the SEC, the Financial Industry Regulatory Authority, Inc. (“FINRA”), the U.S. Department of Labor (the “DOL”), the U.S. Department of Justice, and state attorneys general, each of which exercises a degree of interpretive latitude. In some cases, these laws and regulations are designed to protect or benefit the interests of a specific constituency rather than a range of constituencies. For example, state insurance laws and regulations are generally intended to protect or benefit contract holders rather than shareholders or holders of other securities of insurance companies or their holding companies. These laws and regulations may in some respects limit our insurance company subsidiaries’ ability to grow and improve the profitability of their businesses.

State insurance regulators and the NAIC regularly re-examine existing laws and regulations applicable to insurance companies and their products. Changes in these laws and regulations, or in interpretations thereof, can be made for the benefit of the consumer, or for other reasons, at the expense of the insurer, and thus could have an adverse effect on the financial condition and results of operations of our insurance company subsidiaries. Midland National cannot guarantee that the impact of any NAIC recommendations or proposed or future legislation or rule-making in the U.S. or elsewhere will not have an adverse effect on the results of operations or financial condition of our insurance company subsidiaries.

As increased scrutiny has been placed upon the insurance regulatory framework, a number of state legislatures have considered or enacted legislative proposals that alter, and in many cases increase, state authority to regulate insurance companies and holding company systems. In December 2010, the NAIC adopted amendments to the Insurance Holding Company System Regulatory Act and Model Regulation (the “Amended Holding Company Model Act”). The Amended Holding Company Model Act introduced the concept of “enterprise risk” within an insurance holding company system. The Amended Holding Company Model Act imposes more extensive informational requirements on parents and other affiliates of licensed insurers with the purpose of protecting the licensed companies from enterprise risk, including requiring an annual enterprise risk report by the ultimate controlling person identifying the material risks within the insurance holding company system that could pose enterprise risk to the licensed companies. In September

2012, the NAIC adopted the Risk Management and Own Risk and Solvency Assessment (“ORSA”) Model Act, which requires insurers to maintain a framework for identifying, assessing, monitoring, managing and reporting on the “material and relevant risks” associated with the insurer’s (or insurance group’s) current business plans. Under the ORSA Model Act, certain insurers must undertake an internal risk management review no less often than annually (but also at any time when there are significant changes to the risk profile of the insurer or its insurance group) in accordance with the ORSA Guidance Manual adopted by the NAIC, and prepare a summary report (“ORSA Report”) assessing the adequacy of the insurer’s risk management and capital in light of its current and future business plans. The ORSA Report is filed with a company’s lead state regulator and will be available to other domiciliary regulators within the holding company system. In November 2014, the NAIC adopted the Corporate Governance Annual Disclosure Model Act and Model Regulation (together, the “Corporate Governance Model Act”), which require an insurer to provide an annual disclosure regarding its corporate governance practices to its domestic regulator and lead state regulator. As adopted by the NAIC, the requirements of the Corporate Governance Model Act were effective January 1, 2016, with the first annual disclosure due by June 1, 2016. In December 2014, the NAIC promulgated additional amendments to the Amended Holding Company Model Act (the “Revised Amended Holding Company Model Act”) for consideration by the various states that address the authority of an insurance commissioner to act as the group-wide supervisor for an internationally active insurance group or to acknowledge the authority of another regulatory official, from another jurisdiction, to so act.

Each of the Amended Holding Company Model Act, the ORSA Model Act, the Corporate Governance Model Act and the Revised Amended Holding Company Model Act must be adopted by the individual states for the new requirements to apply to U.S. domestic insurers, and specifically in Iowa for the changes to apply to our insurance company subsidiaries. Iowa has substantially adopted the Amended Holding Company Model Act, the ORSA Model Act, the Corporate Governance Model Act and the Revised Amended Holding Company Model Act. Although the federal government currently does not directly regulate the insurance business, federal legislation and administrative policies in several areas, including pension regulation, financial services regulation, securities regulation, federal taxation, and environmental, social, and governance (“ESG”) considerations, can significantly and adversely affect the insurance business.

In July 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) was enacted and signed into law. The Dodd-Frank Act made extensive changes to the laws regulating the financial services industry and required various federal agencies to adopt a broad range of new rules and regulations.

Among other things, the Dodd-Frank Act imposed a comprehensive new regulatory regime on the over-the-counter (“OTC”) derivatives marketplace. Title VII of the Dodd-Frank Act (“Title VII”) subjected “swap dealers”, “major swap participants”, “security-based swap dealers” and “major security- based swap participants” (each as defined in the legislation and further clarified by the rulemaking) to registration and substantial supervision and regulation, including capital standards, margin requirements, business conduct standards, recordkeeping and reporting requirements. Title VII also requires central clearing for certain derivatives transactions that the U.S. Commodities Futures Trading Commission (“CFTC”) determines must be cleared and are accepted for clearing by a “derivatives clearing organization” (subject to certain exceptions) and that certain transactions subject to the mandatory clearing requirement be executed on a regulated exchange or swap execution facility. Title VII also provided the CFTC with authority to impose position limits across markets, including the swap market. The ongoing implementation and finalization of the Title VII requirements and its related regulations may adversely affect our ability to hedge risks associated with our business, including our fixed index annuity business, by increasing the costs of, imposing regulatory restrictions on, or reducing liquidity for derivatives transactions that we use to hedge such risks. Further, centralized clearing of derivatives transactions exposes us to concentrated risk of default by a clearinghouse with respect to our cleared derivative transactions.

The Dodd-Frank Act also established the Financial Stability Oversight Council (the “FSOC”) and authorized the FSOC to designate non-bank financial companies as systemically important financial institutions (“SIFIs”), thereby subjecting them to enhanced prudential standards and supervision by the Board of Governors of the Federal Reserve System (“Federal Reserve”). The prudential standards for non-bank SIFIs include enhanced RBC requirements, leverage limits, liquidity requirements, single counterparty exposure limits, governance requirements for risk management, stress test requirements, special debt-to-equity limits for certain companies, early remediation procedures, and recovery and resolution planning. In April 2023, FSOC proposed new guidance to revise the process for designating non-bank financial companies as a SIFI. If the FSOC were to designate SFG as a non-bank SIFI, SFG would become subject to certain of these enhanced prudential standards.

The Dodd-Frank Act also established a Federal Insurance Office (the “FIO”) within the Treasury Department. The Dodd-Frank Act authorizes the FIO to assist the Secretary of the Treasury Department in negotiating covered agreements. A covered agreement is an

agreement between the U.S. and one or more foreign governments, authorities or regulatory entities, regarding prudential measures with respect to insurance or reinsurance. The FIO is further charged with determining, in accordance with the procedures and standards established under the Dodd-Frank Act, whether state laws are preempted by a covered agreement.

Pursuant to this authority, in September 2017, the U.S. and the EU signed a covered agreement to address, among other things, reinsurance collateral and insurance group supervision requirements (the “EU Covered Agreement”), and the U.S. released the Policy Statement, providing the U.S.’ interpretation of certain provisions in the EU Covered Agreement. The Policy Statement provides that the U.S. expects that the group capital calculation developed by the NAIC will satisfy the EU Covered Agreement’s group capital assessment requirement. See “Regulation—Capital Requirements.” In addition, on December 18, 2018, a Bilateral Agreement between the U.S. and U.K. on Prudential Measures Regarding Insurance and Reinsurance, or the “UK Covered Agreement,” was signed in anticipation of the United Kingdom’s exit from the EU.

U.S. state regulators had until September 22, 2022 to adopt reinsurance reforms removing reinsurance collateral requirements for EU and UK reinsurers that meet the prescribed minimum conditions set forth in the applicable EU Covered Agreement or UK Covered Agreement or state laws imposing such reinsurance collateral requirements may be subject to federal preemption. The NAIC has

adopted revisions to the Credit for Reinsurance Model Law and Model Regulation that would, if adopted into law by state legislatures, implement the reinsurance collateral provisions of the EU Covered Agreement and UK Covered Agreement. Iowa has substantially adopted such amendments to the Credit for Reinsurance Model Law and Regulation. We cannot predict with any certainty what the impact of implementation of the EU Covered Agreement or the UK Covered Agreement will be on our business and whether the interpretation of the provisions of the EU Covered Agreement and the UK Covered Agreement will change.

The Company is required to comply with Statutory Accounting Principles (“SAP”). SAP and various components of SAP (such as actuarial reserving methodologies) are subject to review by the NAIC and its task forces and committees, as well as state insurance departments, in an effort to address emerging issues and otherwise improve or alter financial reporting. Various proposals are currently pending before committees and task forces of the NAIC, some of which, if adopted, would negatively affect our reported financial position or operations. See “Regulation—NAIC—Recent Statutory Accounting Principles Working Group Proposals.”

Compliance with applicable laws and regulations is time consuming and personnel-intensive, and changes in these laws and regulations may materially increase the Company’s direct and indirect compliance efforts and other expenses of doing business.

The regulatory framework at the state and federal level applicable to our insurance company subsidiaries’ products is evolving. The changing regulatory framework could affect the design of such products and our insurance company subsidiaries’ ability to sell certain products. Any changes in these laws and regulations could materially and adversely affect Midland National’s business, financial condition or results of operations. In addition, there is risk that any particular regulator’s or enforcement authority’s interpretation of a legal issue may change over time to Midland National’s detriment, or that changes in the overall legal environment may, even absent any particular regulator’s or enforcement authority’s interpretation of a legal issue changing, cause Midland National to change its views regarding the actions it needs to take from a legal risk management perspective, thus necessitating changes to its practices that may, in some cases, limit its ability to grow and improve the profitability of its business.

We face risks relating to litigation, including the costs of such litigation, management distraction and the potential for damage awards, which may adversely impact our business.

We are occasionally involved in litigation, both as a defendant and as a plaintiff. In addition, state regulatory bodies, such as state insurance departments, the SEC, FINRA, the DOL and other regulatory bodies regularly make inquiries and conduct examinations or investigations concerning our compliance with, among other things, insurance laws, securities laws, ERISA, and laws governing the activities of broker-dealers. Such regulatory examinations and investigations may result in fines, recommendations for corrective action or other regulatory actions. Companies in the life insurance and annuity business have faced litigation, including class action lawsuits, alleging improper product design, improper sales practices and similar claims. Plaintiffs in class action and other lawsuits against Midland National may seek very large or indeterminate amounts, including compensatory, liquidated, punitive and/or treble damages, which may remain unknown for substantial periods of time. Civil jury verdicts have been returned against insurers and other financial services companies involving sales, underwriting practices, product design, product disclosure, administration, denial or delay of benefits, charging excessive or impermissible fees, recommending unsuitable products to customers, breaching fiduciary or other duties to customers, refund or claims practices, alleged agent misconduct, failure to properly supervise representatives, relationships with agents or other persons with whom the insurer does business, payment of sales or other contingent commissions and other matters. Such lawsuits can result in substantial judgments that are disproportionate to actual damages, including material amounts of punitive or non-economic compensatory damages. In some states, juries, judges and arbitrators have substantial discretion in awarding punitive, or non-economic, compensatory damages, which creates the potential for unpredictable material adverse judgments or awards in any given lawsuit or arbitration. Arbitration awards are subject to very limited appellate review. In addition, in some class action and other lawsuits, financial services companies have made material settlement payments. In any event, responding to any such inquiries, examinations, investigations and lawsuits, regardless of the ultimate outcome of the proceeding, is time-consuming and expensive and can divert the time and effort of our management from its business. Moreover, even if we ultimately prevail in any such litigation, regulatory action or investigation, we could suffer significant harm to our reputation, which could have a material adverse effect on our business, financial condition and results of operations, including our ability to attract new customers, retain current customers and recruit and retain employees and agents.

Our business may be negatively affected by adverse publicity or increased governmental and regulatory actions with respect to us, other well-known companies or the financial services industry in general.

Governmental scrutiny with respect to matters relating to compensation and other business practices in the financial services industry has increased dramatically in the past several years and has resulted in more aggressive and intense regulatory supervision and the application and enforcement of more stringent standards. The 2008 financial crisis and the current political and public sentiment regarding financial institutions has resulted in a significant amount of adverse press coverage, as well as adverse statements or charges by regulators and elected officials. Press coverage and other public statements that assert some form of wrongdoing, regardless of the factual basis for the assertions being made, could result in some type of inquiry or investigation by regulators, legislators and/or law enforcement officials or in lawsuits. Responding to these inquiries, investigations and lawsuits, regardless of the ultimate outcome of the proceeding, is time-consuming and expensive and can divert the time and effort of our senior management from its business. Adverse publicity, governmental scrutiny, pending or future investigations by regulators or law enforcement agencies and/or legal proceedings involving us can also have a negative impact on our reputation and on the morale and performance of employees, and on business retention and new sales, which could adversely affect our businesses and results of operations.

Changes in U.S. federal and state securities laws and regulations may affect our operations and our profitability.

U.S. federal and state securities laws, and FINRA rules apply to sales of our variable annuity products (which are considered to be both insurance products and securities) as well as to sales of third-party investment products. As a result, some of our subsidiaries and

the products they offer are subject to regulation under these federal and state securities laws. Our insurance subsidiaries’ separate accounts are registered as investment companies under the Investment Company Act of 1940. Some variable annuity contracts issued by our insurance company subsidiaries also are registered under the Securities Act of 1933. One of our other subsidiaries is registered as a broker-dealer under the Securities Exchange Act of 1934 with the SEC and is a member of, and subject to, regulation by FINRA, and is also registered as a broker-dealer in various states, as applicable. Securities laws and regulations are primarily intended to ensure the integrity of the financial markets and to protect the securities markets and investment advisory and brokerage clients. Broker-dealers are subject to laws and regulations governing all aspects of the securities business including, but not limited to, sales and trading practices. These laws and regulations generally grant supervisory agencies broad administrative powers, including the power to limit or restrict the conduct of business for failure to comply with those laws and regulations. A number of changes have recently been proposed to the laws and regulations that govern the conduct of our variable insurance products and retirement business and our distributors that could have a material adverse effect on our results of operations and financial condition. Changes to these laws or regulations that restrict the conduct of our business could have an adverse effect on our results of operations and financial condition.

Changes in federal income taxation laws, including any reduction in individual income tax rates, may affect sales of our products and profitability.

The annuity and life insurance products that we market generally provide the contract holder with certain federal income tax advantages. For example, federal income taxation on any increases in non-qualified Insurance Contract values (i.e. the “inside build-up”) is deferred until it is received by the contract holder. With other savings investments, such as certificates of deposit and taxable bonds, the increase in value is generally taxed each year as it is realized. Additionally, life insurance death benefits are generally exempt from income tax.

From time to time, various tax law changes have been proposed that could have an adverse effect on our business, including the elimination of all or a portion of the income tax advantages described above for annuities and life insurance. If legislation were enacted to eliminate all or a portion of the tax deferral for annuities, such a change would have an adverse effect on our ability to sell non-qualified annuities. Non-qualified annuities are annuities that are not sold to a qualified retirement vehicle.

The amount of Midland National’s statutory capital it must hold can vary significantly from time to time and is sensitive to a number of factors outside of our control, including securities market and credit market conditions.

Insurance regulators and the NAIC prescribe accounting standards and statutory capital and reserve requirements for SFG’s insurance company subsidiaries. The NAIC has established regulations that provide minimum capitalization requirements based on RBC formulas for life, health and property and casualty companies. The RBC formula for life companies establishes capital requirements relating to insurance, business, asset and interest rate risks, including equity, interest rate and expense recovery risks associated with variable life, annuities and group annuities that contain death benefits or certain living benefits.

In any particular year, statutory surplus amounts and RBC ratios may increase or decrease depending on a variety of factors, including the amount of statutory income or losses, the amount of additional capital Midland National must hold to support business growth, changes in securities market levels, the value of certain fixed maturity and equity securities in Midland National’s investment portfolio, changes in interest rates, as well as changes to the NAIC RBC formulas. Increases in the amount of required statutory reserves reduce the statutory capital used in calculating Midland National’s RBC ratios.

In addition, there have been recent regulatory changes made by, and continue to be projects underway with various working groups of the NAIC that may impact the classification and capital charges of our investments held by our insurance company subsidiaries. Such changes could lead to a lower RBC ratio for our insurance company subsidiaries. A material decrease in our insurance company subsidiaries’ RBC ratios could adversely affect our business.

Reinsurance may not be available, affordable or adequate to protect us against losses.

As part of our overall risk management strategy, we purchase reinsurance for certain risks underwritten by our various business segments. While reinsurance agreements generally bind the reinsurer for the life of the business reinsured at generally fixed pricing, market conditions beyond our control determine the availability and cost of the reinsurance protection for new business. In certain circumstances, the price of reinsurance for business already reinsured may also increase. Any decrease in the amount of reinsurance will increase our risk of loss and any increase in the cost of reinsurance will, absent a decrease in the amount of reinsurance, reduce our earnings. Accordingly, we may be forced to incur additional expenses for reinsurance or may not be able to obtain sufficient reinsurance on acceptable terms, which could adversely affect our ability to write future business or result in the assumption of more risk with respect to those policies we issue. If the counterparties to our reinsurance or indemnification arrangements or to the derivatives we use to hedge our business risks default or fail to perform, we may be exposed to risks we had sought to mitigate, which could materially adversely affect our financial condition and results of operations.

We use reinsurance, indemnification and derivatives to mitigate our risks in various circumstances. In general, reinsurance does not relieve us of our direct liability to our contract holders, even when the reinsurer is liable to us.

Accordingly, we bear credit risk with respect to our reinsurers and indemnitors. A reinsurer’s or indemnitor’s insolvency, inability or unwillingness to make payments under the terms of reinsurance agreements or indemnity agreements with us could have a material adverse effect on our financial condition and results of operations, including our liquidity.

Differences between actual claims experience and underwriting and reserving assumptions may adversely affect our financial results.

Our earnings significantly depend upon the extent to which our actual claims experience is consistent with the assumptions we use in setting prices for our products and establishing liabilities for future policy benefits and claims. Such amounts are established based on estimates by actuaries of how much we will need to pay for future benefits and claims. To the extent that actual claims experience is less favorable than the underlying assumptions we used in establishing such liabilities, we could be required to increase our liabilities.

Due to the nature of the underlying risks and the high degree of uncertainty associated with the determination of liabilities for future policy benefits and claims, we cannot determine precisely the amounts which we will ultimately pay to settle our liabilities. Such amounts may vary from the estimated amounts, particularly when those payments may not occur until well into the future (including deviations resulting from errors in the calculation of estimated amounts). We evaluate our liabilities periodically based on accounting requirements, which change from time to time, the assumptions used to establish the liabilities, as well as our actual experience. If the liabilities originally established for future benefit payments prove inadequate, we must increase them. Such increases would affect earnings negatively in the period in which the increase is made and have a material adverse effect on our business, results of operations and financial condition.

Our risk management policies and procedures, including hedging programs, may prove inadequate for the risks we face, which could negatively affect our business or result in losses.

We have developed risk management policies and procedures and expect to continue to do so in the future. Nonetheless, our policies and procedures to identify, monitor and manage risks may not be fully effective, particularly during extremely turbulent times. Many of our methods of managing risk and exposures are based upon observed historical market behavior or statistics based on historical models. As a result, these methods may not predict future exposures, which could be significantly greater than historical measures indicate. Other risk management methods depend on the evaluation of information regarding markets, customers, catastrophe occurrence (including public health crises such as the COVID-19 pandemic) or other matters that is publicly available or otherwise accessible to us. This information may not always be accurate, complete, up-to-date or properly evaluated. Management of operational, legal and regulatory risks requires, among other things, policies and procedures to record and verify large numbers of transactions and events. These policies and procedures may not be fully effective.

We employ various strategies, including hedging and reinsurance, with the objective of mitigating risks inherent in our business and operations. These risks include current or future changes in the fair value of our assets and liabilities, current or future changes in cash flows, the effect of interest rates, securities markets and credit spread changes, the occurrence of credit defaults, currency fluctuations and changes in mortality and longevity. We seek to control these risks by, among other things, entering into reinsurance contracts and derivative instruments, such as swaps, options, futures and forward contracts. Developing an effective strategy for dealing with these risks is complex, and no strategy can completely insulate us from such risks. Our hedging strategies also rely on assumptions and projections regarding our assets, liabilities, general market factors and the creditworthiness of our counterparties that may prove to be incorrect or prove to be inadequate. Accordingly, our hedging activities may not have the desired beneficial impact on our results of operations or financial condition. Hedging strategies involve transaction costs and other costs, and if we terminate a hedging arrangement, we may also be required to pay additional costs, such as transaction fees or breakage costs. We may incur losses on transactions after taking into account our hedging strategies. Further, the nature, timing, design or execution of our hedging transactions could actually increase our risks and losses. Our hedging strategies and the derivatives that we use, or may use in the future, may not adequately mitigate or offset the hedged risk and our hedging transactions may result in losses.

We face competition from companies that have greater financial resources, broader arrays of products, higher ratings and stronger financial performance, which may impair our ability to retain existing customers, attract new customers and maintain our profitability and financial strength.

We operate in a highly competitive industry. Many of our competitors are substantially larger and enjoy substantially greater financial resources, higher ratings by rating agencies, broader and more diversified product lines and more widespread agency relationships.

Our annuity products compete with index, fixed rate and variable annuities sold by other insurance companies and also with mutual fund products, traditional bank investments and other retirement funding alternatives offered by asset managers, banks and broker-dealers. Our insurance products compete with those of other insurance companies, financial intermediaries and other institutions based on a number of factors, including premium rates, policy terms and conditions, service provided to distribution channels and contract holders, ratings by rating agencies, reputation and commission structures.

Our ability to compete depends in part on returns and other benefits we make available to our contract holders through our life insurance and annuity products. We will not be able to accumulate and retain assets under management for our products if our investment results underperform the market or the competition, since such underperformance likely would result in asset withdrawals and reduced sales.

We compete for distribution sources for our products. We believe that our success in competing for distributors depends on our financial strength, the services we provide to and the relationships we develop with these distributors, as well as offering competitive commission structures. Our distributors are generally free to sell products from whichever providers they wish, which makes it important for us to continually offer distributors products and services they find attractive. If our products or services fall short of

distributors’ needs, we may not be able to establish and maintain satisfactory relationships with distributors of our life insurance and annuity products. Our ability to compete in the past has also depended in part on our ability to develop innovative new products and bring them to market more quickly than our competitors. In order for us to compete in the future, we will need to continue to bring innovative products to market in a timely fashion. Otherwise, our revenues and profitability could suffer.

If we are unable to attract and retain national marketing organizations and independent agents, sales of our products may be reduced.

We distribute our life insurance and annuity products through a variable cost distribution network. We must attract and retain such marketers and agents to sell our products. Insurance companies compete vigorously for productive agents. We compete with other life insurance companies for marketers and agents primarily on the basis of our financial position, support services, compensation and product features. Such marketers and agents may promote products offered by other life insurance companies that may offer a larger variety of products than we do. Our competitiveness for such marketers and agents also depends upon the long-term relationships we develop with them. There can be no assurance that such relationships will continue in the future. If we are unable to attract and retain sufficient marketers and agents to sell our products, our ability to compete and our revenues would suffer.

Our profitability may decline if mortality rates or persistency rates or other assumptions differ significantly from pricing expectations.

We set prices for many of our insurance and annuity products based upon expected claims and payment patterns, using assumptions for mortality, persistency (how long a contract stays in force) and interest rates. In addition to the potential effect of natural or man-made disasters and catastrophic occurrences and pandemics, significant changes in mortality could emerge gradually over time, due to changes in the natural environment, the health habits of the insured population, effectiveness of treatment for disease or disability, or other factors. In addition, we could fail to accurately anticipate changes in other pricing assumptions, including changes in interest and inflation rates. Significant negative deviations in actual experience from our pricing assumptions could have a material adverse effect on the profitability of our products. Our earnings are significantly influenced by the claims paid under our insurance contracts and will vary from period to period depending upon the amount of claims incurred. There is only limited predictability of claims experience within any given month or year. Our future experience may not match our pricing assumptions or our past results. As a result, our business, financial condition and results of operations could be materially adversely affected.

Guarantees within certain of our products may decrease our earnings, increase the volatility of our results, result in higher risk costs and expose us to increased counterparty risk.

Certain of our life and annuity products include guaranteed benefits, including guaranteed minimum death benefits, guaranteed minimum withdrawal benefits, guaranteed minimum accumulation benefits, and guaranteed minimum income benefits. These guarantees are designed to protect contract holders against significant downturns in securities markets and interest rates. Any such periods of significant and sustained downturns in securities markets, increased equity volatility, or reduced interest rates could result in an increase in the valuation of our liabilities associated with those products. An increase in these liabilities would result in a decrease in our net income.

We use risk management strategies to mitigate the liability exposure and the volatility of net income associated with these liabilities. These strategies involve the use of reinsurance, which may not be completely effective. For example, in the event that reinsurers are unable or unwilling to pay, we remain liable for the guaranteed benefits.

Furthermore, we are subject to the risk that changes in contract holder behavior or mortality, combined with adverse market events, produce economic losses not addressed by the risk management techniques employed. These, individually or collectively, may have a material adverse effect on our results of operations, including net income, financial condition or liquidity.

The loss of key employees could disrupt our operations.

Our success depends in part on the continued service of key executives and our ability to attract and retain additional executives and employees. The loss of key employees, or our inability to recruit and retain additional qualified personnel, could cause disruption in our business and prevent us from fully implementing our business strategies, which could materially and adversely affect our business, growth and profitability. We also rely upon the knowledge and experience of employees involved in functions that require technical expertise in order to provide for sound operational controls for our overall enterprise, including the accurate and timely preparation of required regulatory filings and financial statements and operation of internal controls. A loss of such employees could adversely impact our ability to execute key operational functions and could adversely affect our operational controls.

Any failure to protect the confidentiality of client information could adversely affect our reputation and have a material adverse effect on our business, financial condition and results of operations and other aspects of our business.

Pursuant to U.S. federal and state laws, and laws of other jurisdictions in which we operate, various government agencies have established rules protecting the privacy and security of personal information, including personally identifiable policyholder information. In addition, most U.S. states and a number of jurisdictions outside the U.S., have enacted laws, which vary significantly from jurisdiction to jurisdiction, to safeguard the privacy and security of personal information, including personally identifiable policyholder information. Further, the Gramm-Leach-Bliley Act of 1999, imposes privacy and data security requirements on financial institutions, including obligations to protect and safeguard consumers’ nonpublic personal information and records, and limits the ability to share and reuse such information with third parties. Many regulators have indicated an intention to take more aggressive enforcement actions regarding cybersecurity and data privacy matters, and private litigation resulting from such matters is increasing and resulting in progressively larger judgments and settlements.

Regulatory activity related to privacy, data protection, and cybersecurity has continued to increase in recent years. In October 2017, the NAIC adopted the Insurance Data Security Model Law. The model law requires that insurance companies establish a cybersecurity program and includes specific technical safeguards as well as requirements regarding governance, incident planning, data management, system testing, vendor oversight and regulator notification. Several states have either implemented the model law or are anticipated to implement it in the near future, or have otherwise adopted similar laws. The NAIC is also considering a new Consumer Privacy Protection Model Law (to replace the corresponding existing model law) that would include stronger provisions related to consumer rights, consent, and notification as well as third-party service agreements, data retention and deletion policies, and data sharing agreements. In addition, the SEC has recently proposed and/or adopted several new regulations related to cybersecurity and privacy, including rules that would require registered investment companies, including our registered separate accounts, to adopt and implement comprehensive cybersecurity policies and procedures and disclose significant cybersecurity incidents in the prospectuses for variable annuities. We are actively monitoring regulatory developments in these areas.

Many of our employees have access to, and routinely process, personal information of clients through a variety of media, including IT systems. We rely on various internal processes and controls to protect the confidentiality of client information that is accessible to, or in the possession of, our company and our employees. It is possible that an employee could, intentionally or unintentionally, disclose or misappropriate confidential client information, including personally identifiable policyholder information, or our data could be the subject of a cybersecurity attack. Publicly-reported cybersecurity threats and incidents have increased in recent years, and financial services companies and their third-party service providers are increasingly the targets of cyberattacks involving encryption and/or threat to disclose personal or confidential information (i.e., ransomware) or disruptions of communications (i.e., denial of service) to extort money or for other malicious purposes. The use of remote or flexible work arrangements, remote access tools, and mobile technology have expanded potential cyberattack surfaces. If we fail to maintain adequate internal controls or if our employees fail to comply with our policies and procedures, misappropriation or intentional or unintentional inappropriate disclosure or misuse of client information, including personally identifiable policyholder information, could occur. Such internal control inadequacies or non-compliance could materially damage our reputation or lead to civil or criminal penalties, which, in turn, could have a material adverse effect on our business, financial condition and results of operations. We could also suffer harm to our business and reputation if attempted cyber-attacks are publicized. The regulatory trend toward broad consumer and general public notification of such incidents could exacerbate the harm. Further, our third-party service providers, including third parties to whom we outsource certain of our functions, are also subject to the risks outlined above, any one of which could result in damage to our reputation, our incurring substantial costs or other negative consequences to us. If we or any of our third-party service providers fail to protect the confidentiality of client information, it could have a material adverse effect on our business, financial condition and results of operations.

In addition, we analyze customer data to better manage our business. There has been increased scrutiny, including from regulators, regarding the use of “big data,” such as using it to set product pricing. Our ability to use data to gain insights into and manage our business may be limited in the future by regulatory scrutiny. We cannot predict what, if any, actions may be taken with regard to “big data,” but any inquiries into such use by regulators or other governmental authorities could cause reputational harm and any limitations could have a material impact on our business, financial condition and results of operations.

Controls and business continuity plans surrounding our Information Technology (“IT”) could fail or security could be compromised, which could damage our business and adversely affect our financial condition and results of operations.

Our business is highly dependent upon the effective operation of our IT. We rely on IT throughout our business for a variety of functions, including processing claims and applications, providing information to contract holders and distributors, performing actuarial analyses and maintaining financial records. We have also begun to offer term life insurance products, and may in the future offer other of our products, through digital distribution platforms. Despite the implementation of security and back-up measures, our

IT may be vulnerable to physical or electronic intrusions, computer viruses or other attacks (including ransomware and malware), programming errors and similar disruptive problems. Due to the increasing sophistication of cyberattacks, it is possible a cybersecurity incident may occur and persist for some time without detection. The failure of controls and/or business continuity plans surrounding our IT for any reason could cause significant interruptions to our operations, which could result in a material adverse effect on our business, financial condition or results of operations. We plan to continue to make significant investments in IT to support the growth of our business.

We retain confidential information within our IT, and we rely on sophisticated commercial technologies to maintain the security of those systems. Anyone who is able to circumvent our security measures and penetrate our IT could access, view, misappropriate, alter, or delete any information in the systems, including personally identifiable contract holder information and proprietary business information. Federal regulatory requirements and all fifty states require entities to provide notification to affected state residents and, in certain instances, state and federal regulators in the event of certain security breaches affecting personal information or information systems that contain personal information or confidential information. Any compromise of the security of our computer systems or those of our third- party business partners and service providers, that results in unauthorized access to our data could expose us to a disruption and challenges relating to our daily operations, as well as to data loss, litigation, damages, fines and penalties, significant increases in compliance costs and reputational damage, any of which could have an adverse effect on our business, financial condition and results of operations and other expenses.

Advancements in artificial intelligence, machine learning, and large language models pose risks and challenges to our business.

State regulators and the NAIC are evaluating existing regulatory frameworks for insurance industry wide use of artificial intelligence, machine learning, and large language models (collectively “AI”). Regulators are concerned about the privacy and protection of individual consumer data and about bias and discrimination resulting from the use of AI in algorithms and predictive models that are used by insurance companies, either directly or indirectly through third party service providers. In addition, there has been increased scrutiny regarding the use of AI on large data sets for activities such as price optimization. In December 2023, the NAIC adopted a model bulletin on the use of AI by insurers, which was intended to remind insurance carriers that decisions impacting consumers that are made or supported by advanced analytical and computational technologies, including AI, must comply with all applicable insurance laws and regulations, including unfair trade practices. The bulletin also sets forth state insurance regulators’ expectations on how insurers should govern the use of such technologies by or on behalf of the insurer to make or support such decisions. Our ability to adopt new technologies may be inhibited by the emergence of industry-wide standards, a changing legislative and regulatory environment, an inability to develop appropriate governance and controls, a lack of internal product and engineering expertise, resistance to change from consumers, or lack of appropriate change management processes or the complexity of our systems. In addition, our adoption of new technologies and our introduction of new products and services may expose us to new or enhanced risks, particularly in areas where we have less experience or our existing governance and control systems may be insufficient, which could require us to make substantial expenditures or subject us to legal liability, heightened regulatory scrutiny and brand or reputational harm.

Our potential uses of AI or the use of AI by our third party service providers may be subject to various risks including flaws or limitations in the large language models or training datasets that may result in biased or inaccurate results, ethical considerations, and the ability to safely deploy and implement governance and controls for such systems. Laws and regulations related to AI are evolving, and there is uncertainty as to potential adoption of new laws and regulations and the application of existing laws and regulations to use of AI, which may restrict or impose burdensome and costly requirements on the use of AI. In addition, there has been considerable patent and other intellectual property development activity in the AI industry, which has resulted in litigation based on allegations of infringement or other violations of intellectual property rights. We may receive claims from third parties, including our competitors, alleging that our use of AI technology infringes on or violates such third party's intellectual property rights. Adverse consequences of these risks related to AI could undermine the decisions, predictions or analysis such technologies produce and subject us to competitive harm, legal liability, heightened regulatory scrutiny and brand or reputational harm.

We may not be successful in implementing our business strategy of developing new products and services.

As part of our business strategy, we plan to develop innovative products and services in order to provide our distribution partners with a comprehensive suite of life and annuity products and services. Due to the inherent uncertainties, such new and expanded strategic initiatives expose us to a number of risks and challenges, including the following: new and expanded business activities may require unanticipated capital expenditures and involve additional compliance requirements; new and expanded business activities may result in less growth or profit from what we currently anticipate, and there can be no assurance that such business activities will become profitable at the level we desire or at all; we may fail to identify and enter into new business opportunities in a timely fashion, putting us at a disadvantage vis-à-vis competitors; and we may need to hire or retrain personnel who are able to supervise and conduct the relevant business activities.

We may also seek, evaluate or engage in potential acquisitions, mergers, joint ventures, strategic alliances or other similar opportunities. The prospects of these initiatives are uncertain, and there can be no assurance that we will be able to successfully implement or grow new ventures, and these ventures may prove more difficult or costly than what we originally anticipated. In addition, we regularly review the profitability and growth potential of our existing and new business. As a result of such review, we may decide to exit from or to reduce the resources that we allocate to new ventures in the future. There is a risk that these ventures

may not achieve profitability or operational efficiencies to the extent originally anticipated, and we may fail to recover investments or expenditures that we have already made. Any of the foregoing may have a material adverse effect on our business, results of operations, financial condition and cash flows.

Regulatory changes regarding the standard of care or standard of conduct applicable to entities and individuals that recommend or sell our products may have a material and adverse effect on our business.

The financial services industry has seen many instances of regulations implemented at both the state and federal levels, which will and may continue to impact the way retirement advice is provided and products are manufactured, distributed, and sold. In 2016, the Department of Labor (DOL) issued rulemaking redefining the term “fiduciary” and significantly expanding the circumstances under which certain insurance companies may become fiduciaries of employee benefit plans and individual retirement accounts (“IRAs”). This rule was struck down by the Fifth Circuit Court of Appeals on March 15, 2018. In 2020, DOL finalized a new “best interest” prohibited transaction exemption (“PTE”) for investment advice fiduciaries under ERISA. The preamble of the PTE restored the five– part test for determining fiduciary status that existed prior to the 2016 rule, but it also asserted that advice to roll over assets from a qualified plan or an IRA may constitute investment advice. On October 31, 2023, the DOL released a proposed rule that would amend the definition of the term “Fiduciary” as it relates to ERISA plans and IRAs. The DOL’s proposed rule and any subsequent legal challenges to the rule could require the Company or our distributors to reevaluate or change our current business practices and could incur significant ongoing compliance costs.

The Securities and Exchange Commission (SEC) created an entirely new set of rules revising, and in some cases, interpreting standard of care rules for securities transactions. Since the SEC’s Regulation Best Interest became effective on June 30, 2020, it has been a focus of SEC ~~examination.~~examination and enforcement activity. In addition, a majority of states have adopted the 2020 revisions to the National Association of Insurance Commissioners (NAIC) Suitability in Annuity Transactions Model Regulation. However, some individual states have proposed or adopted individual state fiduciary rules. Although most states have pursued uniformity, the standards in each state can vary in scope, applicability, and timing of implementation.

There remains significant uncertainty surrounding the final form that this regulatory framework may take. Regulatory uncertainty will continue as additional state and federal proposals are introduced and deliberated, and the results could change the way investment advisers, agents, and financial institutions conduct business, how our products are marketed and offered by distributors, impact customer demand, or increase our compliance burdens and expenses. For example, our distributors may choose to limit the products they offer, or we may find it necessary to adjust compensation arrangements, replace or engage additional distributors, or to limit the advice or assistance that we can provide to owners of our insurance products. Inconsistencies among the rules adopted by federal and state regulators could increase this impact.

Catastrophic event risks such as terrorist attacks, floods, severe storms or hurricanes, computer cyber- terrorism, or public health crises (such as the COVID-19 pandemic) could have a material and adverse effect on our business in several respects by:

• causing long-term interruptions in our service and the services provided by our significant vendors;

• creating economic uncertainty, and reducing or halting economic activity;

• disrupting the financial markets and adversely affecting the value, volatility, and liquidity of securities and other instruments;

• increasing mortality or mortality risks that could adversely affect our claims experience, the actuarial assumptions that underlie our insurance products, and the costs of reinsurance.

The extent to which these types of catastrophic events, including the recent COVID-19 pandemic, may impact our business, results of operations, financial condition, liquidity, or prospects will depend on future developments that are highly uncertain and cannot be predicted.

The evolving landscape of environmental, social and governance standards could adversely affect our reputation or business results and could lead to litigation or regulatory proceedings that harm our financial condition.

Customers, regulators, and other market participants may evaluate our business or other practices according to a variety of environmental, social and governance ("ESG") standards, expectations, or metrics, all of which may evolve, may be subjective or underdeveloped in nature, and may reflect contrasting or conflicting values. Standard-setting organizations and regulators including, but not limited to, the NAIC, SEC, and state insurance regulators, have proposed or adopted, or may propose or adopt, ESG rules or standards applicable to us. For example, the NAIC has generally modified the Insurer Climate Risk Disclosure survey to align with aspects of the Financial Stability Board's Task Force on Climate-Related Financial Disclosures (“TCFD”) framework, a recognized framework of recommendations that were developed to enhance climate-related disclosures. The SEC has also adopted new disclosure rules that generally require a wide range of registered companies, including us, to provide extensive disclosures and financial information on climate-related risk in their registration statements and periodic reports filed with the SEC. In October 2023, the Governor of California signed two bills into law that will require significant climate-related disclosures (in some cases beyond the disclosures required by the SEC's new rules) by large entities doing business in that state. In addition, certain organizations that provide information to investors have developed ratings for evaluating companies on their approach to different ESG matters. Due to the sometimes conflicting, uncertain, and subjective ESG regulatory and market environment, we may be seen as acting inconsistently with ESG standards or values from the perspective of certain customers, regulators, or other constituents. As a result, we may face

adverse regulatory, customer, media, or public scrutiny related to ESG that potentially could have a negative impact on our business or reputation or lead to legal challenges.

Recent failures in the United States banking system could impact the Company through additional regulatory action, economic impact, and changes to policyholder behavior.

In 2023, the US banking system experienced failures of Silvergate Bank, Silicon Valley Bank, Signature Bank and First Republic Bank and significant liquidity concerns across the banking industry, particularly among regional banks. Regulators have acted and continue to focus on further potential systemic risk. ~~The Company does have exposure to non-Systematically Important Financial Banks (“SIBs”), including preferred stock holding in First Republic Bank.~~ As of December 31, ~~2022,~~2023, less than 1% of the Company’s cash was deposited with non-SIBs. The Company is continuing to monitor the risks related to these events and all potential impacts to the Company. Potential impacts may include impacts to the Company’s investment portfolio, which could result in fair value changes and/or credit losses if economic conditions persist or worsen, including contagion to other areas of the US economy not currently experiencing economic stress. The Company may also see changes in policyholder behavior, including banks and/or assumptions including potential increase in policyholder surrenders or withdrawals. We continue to closely monitor these events. If other banks or financial institutions enter receivership or become insolvent in the future, there could be a material adverse effect on our business and financial condition.

Directors, Executive Officers and Corporate Governance

Set out below are the names and ages, as of April 19, 2024, of the directors and executive officers of Midland National and a description of the business experience of each of the respective individuals.

Name

Age

Position

Esfandyar E. Dinshaw

President, Chairman of the Board & Chief Executive Officer

Gerald R. Blair

President – Sammons Life Insurance Group

William L. Lowe

President – Sammons Institutional Group and Director

Joseph E. Paul

President – Sammons Corporate Markets

Teri L. Ross

President – Shared Services

Robert R. TeKolste

President – Sammons Independent Annuity Group and Director

David C. Attaway

Senior Vice President, Chief Financial Officer & Treasurer

Darron K. Ash

Director

Willard Bunn, III

Director

James Roderick Clark

Director

Thomas Corcoran

Director

Susan T. Deakins

Director

George A. Fisk

Director

William D. Heinz

Director

Michael M. Masterson

Director

Executive Officers and Directors

Esfandyar Dinshaw currently serves as Chief Executive Officer and Chairman of the Board of Sammons Financial Group, Inc. Mr. Dinshaw is also President of Sammons Enterprises, Inc. and serves on the Board of Directors and Executive Committee. He also serves as Chairman of the Board for North American Company for Life and Health Insurance, Sammons Financial Group, Inc., Canal Reinsurance, MNL Reinsurance, and Solberg Reinsurance. Mr. Dinshaw has more than 40 years of experience in the insurance industry with four different companies. Mr. Dinshaw has Bachelor of Science degrees from both the University of Karachi and Drake University. He currently serves on the Board of the American Council of Life Insurers and is a past Chairman of the Board for LL Global (parent organization of LIMRA & LOMA), both insurance industry-related organizations.

Jerry Blair, ChFC, LLIF, is President – Sammons Life Group providing strategic direction for the individual life business of Sammons Financial Group. Mr. Blair is ultimately responsible for individual life insurance results for Midland National Life Insurance Company and North American Company for Life and Health in the personal producing general agent, IMO, MGA, NMO and registered representative channels. His 37 years of experience in the insurance industry have provided a diverse background including personal sales, agent and registered representative recruiting, marketing and distribution management. Mr. Blair previously served as Chief Distribution and Sales Officer for Sammons Financial Group’s Life division. Prior to that, he served as the Chief Distribution Officer for Midland National Life. Mr. Blair joined Sammons Financial Group in 2005 as the Vice President of Life Sales for Midland National.

William Lowe is President – Sammons Institutional Group. Inc., a member company of Sammons Financial Group. SIG provides individual retirement solutions to financial professionals in banks and broker/dealers through its wholesale divisions, Sammons Retirement Solutions and Midland Retirement Distributors. Prior to joining Sammons Financial Group in 2011, Bill spent 17 years at ING in a variety of leadership roles. In his over 37 years in the financial services industry, Bill has managed a broker/dealer, run 401(k), IRA, and annuity businesses, and has a successful track record creating and distributing 401(k)s, variable annuities, fixed annuities, life insurance, mutual fund products, and managed accounts. Bill has a bachelor's degree in Business Administration and Computer Science from Doane University. He has participated in executive programs at Dartmouth and the University of Chicago, and completed the CEDEP General Management Program at Insead in Fountainebleu, France. He is a General Securities Principal, Investment Advisory Representative, Chartered Life Underwriter, Chartered Financial Consultant, and Fellow of the Life Management Institute. He is currently on the boards of the Insured Retirement Institute in Washington, D.C. and Meals from the Heartland in West Des Moines, Iowa.

Joseph Paul is President – Sammons Corporate Markets at the Company. Mr. Paul has more than 30 years in the financial services industry. He is a member of the Society of Actuaries and the American Academy of Actuaries. He joined the Company in 2004, after serving as vice president at Clarica Life Insurance Company. Prior to his position at Clarica, Mr. Paul worked in the individual actuarial department of Minnesota Mutual Life Insurance Company. He holds a Bachelor of Arts degree in mathematics and a minor in physics from College of St. Thomas.

Teri Ross is President – Shared Services at the Company. As president of this division, Ms. Ross is responsible for the operations of the agency, new business, underwriting, policy administration, and claims departments. She also oversees the information technology functions for the Company. Shared Services is the largest division at the Company, with over 1,200 employees who provide service to more than 1.6 million in-force life and annuity policies. She has over 30 years of experience in the financial services industry. Ms.

Ross is a member of the Global Insurance Chief Operating Officer Roundtable (GICOOR). She has received numerous industry designations including Fellow, Life Management Institute (FLMI); LIMRA Leadership Institute Fellow (LLIF); Associate, Secure Retirement Institute (ASRI); Associate, Annuity Products and Administration (AAPA); and Associate, Customer Service (ACS). She has passed the Series 6, 7, 24, and 66 exams administered by FINRA. She serves on the board of Young Women’s Resource Center. Ms. Ross is a graduate of the University of Northern Iowa where she received a B.A. in management.

Robert TeKolste, CLU, LLIF, is President, Sammons Independent Annuity Group at the Company. With more than 30 years of experience in the insurance industry, he has a diverse background including sales, marketing, and operations management, and has served in sales and marketing management roles for industry-leading insurance companies. He previously served as president of the Company’s Shared Services division, and was responsible for the agency, new business, underwriting, policy administration, claims, and information technology business functions. Mr. TeKolste has a Bachelor of Science degree from Drake University in Des Moines, Iowa.

David Attaway is Senior Vice President, Chief Financial Officer & Treasurer of Midland National and North American. Mr. Attaway has over 20 years of financial services experience. Prior to joining Midland National and North American in May 2018, he was the Chief Financial Officer at Athene USA and its subsidiaries from October 2013 to July 2017. Prior to joining Athene, he held the position of Chief Financial Officer and other roles with a predecessor to Athene since 2003. Prior to joining the insurance industry, Mr. Attaway held various financial reporting positions and was an auditor with Ernst & Young. Mr. Attaway has a Bachelor of Science degree in accounting from Clemson University in Clemson, South Carolina.

Darron Ash currently serves on the board of directors for Midland National Life Insurance Company, North American Company for Life and Health Insurance and Sammons Financial Group, Inc. Mr. Ash is the Chief Executive Officer and Executive Committee member for Sammons Enterprises, Inc., and has been with Sammons since 2006. Mr. Ash joined Sammons with 17 years of experience in the public accounting, private equity, consumer products manufacturing, and professional services industries. Mr. Ash has a B.B.A degree in science from Texas A&M University and a Master of Business Administration in finance from the University of Texas.

Willard Bunn, III is an Independent Director of Midland National Life Insurance Company, North American Company for Life and Health Insurance, and Sammons Financial Group, Inc. Mr. Bunn currently is the Senior Advisor of Colonnade Advisors. He has served as chairman, chief executive, and/or director of several commercial banks in the course of his 50-year career. Mr. Bunn’s career in the banking industry began at Chemical Bank in New York before he returned to Springfield, Illinois in 1978 to serve as Executive Vice President, and eventually Chairman and Chief Executive Officer of Marine Corporation, a multibank holding company with $1.2 billion of assets. Following Marine’s merger with Banc One, he was appointed Chairman and Chief Executive Officer of Banc One Illinois Corporation, a position which he held until 1994. Mr. Bunn went on to serve in various management positions with two investment banking firms. He served as a Director of Baytree Bank of Lake Forest, Illinois from its founding in 2000 and as Chairman of the Bank from April 2010 to August 2012. He served on the Board of Directors of CIB Marine Bancshares, Inc. until April 2020, a bank holding company based in Waukesha, Wisconsin. In addition, he served as Chairman of the Board for the Poetry Foundation until June 2020, a literary organization and publisher of Poetry magazine. Mr. Bunn is currently a Trustee Emeritus at Lawrenceville School. He serves as an advisory director of Chicago-based Campus2Career Transition Services, and a member of the valuation committee of The Banc Funds Company. Mr. Bunn holds a BA from Princeton University and an MBA from the University of Virginia. In addition, he holds the Series 79 securities license.

James Roderick Clark is an Independent Director serving on the board of directors for Sammons Enterprises, Inc., Midland National Life Insurance Company, North American Company for Life and Health Insurance, and Sammons Financial Group, Inc. Mr. Clark retired in 2009, after 35 years in the oilfield services business. Prior to retirement, he was President and Chief Operating Officer of Baker Hughes Incorporated, and was responsible for 30,000 employees operating in more than 90 countries. Before Baker Hughes, Mr. Clark was President of Sperry-Sun, a Halliburton company, from 1996 to 1999. He served on the Board of Directors of Ensco plc

from 2008 to 2019 when Ensco merged with Rowan Companies plc, forming Valaris plc. Mr. Clark retired from the Board of Directors of Valaris in December 2019. He has served on the Board of Trustees of Dallas Theological Seminary since 2006. Mr. Clark has a Bachelor of Arts degree from the University of Texas and a Master of Business Administration from the University of Texas.

Thomas Corcoran is an Independent Director serving on the board of directors of Midland National Life Insurance Company, North American Company for Life and Health Insurance, and Sammons Financial Group, Inc., and also as Chairman of Sammons Enterprises, Inc. He was a founder of FelCor Lodging Trust in 1991, a publicly-traded real estate investment trust focused exclusively on hotels. He served as Chief Executive Officer of FelCor from its founding until beginning his tenure as non-executive Chairman of its Board in 2006. Mr. Corcoran served as Chairman of FelCor until its merger with RLJ Lodging Trust in 2017. In addition to his role with Sammons, he is the Chairman and CEO of TCOR Hotel Partners, LLC. TCOR owns four hotels in Dallas and Austin, Texas, Jacksonville, Florida, and Baltimore, Maryland and seeks to acquire additional premium select service hotels. Mr. Corcoran’s other board appointments include the American Hotel & Lodging Association (AH&LA) and Dallas College Foundation. He is Past Chairman of AH&LA and Past Chairman of the IHG Owners Association. Mr. Corcoran has a Bachelor of Arts degree from Washburn University and a Juris Doctor degree from Washburn University Law School.

Susan T. Deakins is an Independent Director serving on the board of directors for Sammons Financial Group, Inc., Midland National Life Insurance Company, and North American Company for Life and Health Insurance. Ms. Deakins formerly served as a board member for Vantis Life Insurance Company and Vantis Life Insurance Company of New York and Chair, Director, SVP and CFO of PIA Reinsurance Company of Delaware I. She also previously served as Director, EVP and CFO for The Penn Insurance & Annuity Company, EVP, CFO and Treasurer for The Penn Mutual Life Insurance Company, CFO and Treasurer for Longevity Insurance Company, and as an Audit Committee member for Janney Montgomery Scott, LLC. Ms. Deakins holds a Bachelor of Science degree in economics from Wharton School, University of Pennsylvania and is a member of the Society of Actuaries.

George A. Fisk is an Independent Director serving on the board of directors of Sammons Enterprises, Inc., Midland National Life Insurance Company, North American Company for Life and Health Insurance, and Sammons Financial Group, Inc. Mr. Fisk served as a shareholder of Fisk & Robinson, P.C. for over twenty years until it merged with McGladrey, LLP in 2001. He served as partner with McGladrey, LLP until 2004 when he became Vice Chairman and CEO of Legacy Texas Group. He served in that capacity until 2014 when Legacy Texas Group was acquired by Viewpoint Financial subsequently Legacy Texas Financial. He served as independent director of Legacy Texas Financial and its successor, Prosperity Bancshares Inc until 2022. He has worked in the financial services sector for more than 40 years. In addition to Prosperity Bancshares, Inc., he is a former director of the Federal Reserve Bank of Dallas, Independent Bankers Financial Inc., Freeman Company and the Texas Tech Graduate School of Banking. Mr. Fisk holds an B.A. in government from Texas Tech University and an M.B.A. in banking and Finance from the University of North Texas. Mr. Fisk is a Certified Public Accountant.

William Heinz is a director of Midland National Life Insurance Company and North American Company for Life and Health Insurance. He currently is a partner at the law firm Jenner & Block LLP in Chicago. He previously served on the Board of Directors of Partners Financial Group, a bank holding company, for approximately 10 years, from the time of its founding through its subsequent acquisition. He currently serves as counsel to the board of trustees of a Big Ten university, and has served as counsel on Sarbanes Oxley issues to the Audit Committees of publicly traded companies. Mr. Heinz is a Fellow of the American College of Trial Lawyers. He has served as the past State Chair for Upstate Illinois for the American College of Trial Lawyers, and has served in a variety of leadership roles at the Illinois State Bar Association, the Chicago Bar Association and the Association of Professional Responsibility Mr. Heinz has a Bachelor of Science degree from Millikin University and a Juris Doctor degree from the University of Illinois.

Michael Masterson is a director of Midland National Life Insurance Company and North American Company for Life and Health Insurance. Mr. Masterson was the Company’s past Chairman and CEO prior to his retirement in 2011. Mr. Masterson earned a Bachelor of Arts degree from the University of Minnesota and is a graduate of the University of Minnesota Executive Program, the Harvard Executive Program in Competitive Strategies, and the LIMRA Leadership Institute. He has also earned his CLU, ChFC, and LLIF designations and has been a member of various industry boards, including the LIMRA International Board, the National Endowment for Financial Education and the American Council of Life Insurers (ACLI) Board.

Executive Compensation

This section is a review, summary and overview of our executive compensation program.

Compensation Philosophy and Strategy

The focus when designing Midland National’s Executive Compensation program is on recruitment, retention and to reward talented individuals and we do so by providing fair and competitive total compensation. This is accomplished through structured compensation to avoid excessive risk taking and/or behaviors, but which encourages entrepreneurship and promotes exceptional performance. Our compensation programs are also designed to promote ethical long-term thinking consistent with our objective of creating ever increasing enterprise economic value through solid financial performance. We provide incentives to enhance shareholder value, drive value creation, increase profits and promote the best returns on capital invested. We recognize individuals who make significant contributions to Midland National’s performance.

Total compensation is based on a holistic approach and may include any or all of the following: annual base salary, annual bonus or incentive compensation, long-term bonus or other long-term compensation, deferred compensation, retirement plans such as ESOP, supplemental executive retirement plans and welfare benefits such as life, health and disability insurance.

Compensation will be market driven as determined by periodic independent surveys. We will regularly survey the marketplace to determine how our total compensation compares with similar positions, as well as comparison with peer companies where possible. The mix of compensation elements may vary due to specific market conditions for specialized jobs.

As an ESOP owned enterprise, it may not be possible to be competitive with the stock equity programs of peer publicly held companies or total compensation plans of private equity firms. Executive compensation must be consistent with the principles of employer ownership and long term value creation. While Executives have higher levels of responsibility and accountability, Midland National’s results reflect the efforts of all employees.

Performance-based compensation will be discretionary and not strictly formulaic. Discretion includes consideration of circumstances (positive or negative) beyond the control of the Executive that affect performance. In making decisions on compensation for Executives, both the Executive Committee and Independent Committee (Compensation Committee) will be guided by the fundamental principles of fairness. Both Committees have the discretion to make compensation decisions that reflect the individual contributions of an Executive to perpetuate Midland National’s existence by creating ever increasing enterprise economic value for the benefit of current and future generations of its employees in order to achieve equity, both internally and in the relevant marketplace.

Since the Executive Committee’s principal focus and duties concern perpetuating Midland National’s existence by creating ever increasing enterprise economic value for the benefit of current and future generations of its employees, it is desirable that the design of compensation programs for members support this focus.

Variable compensation elements for members should emphasize a focus on both the overall performance of Midland National, plus the performance of the Controlled Investments over which any member has lead management oversight responsibility. The overall performance of Midland National will generally be determined by the change in value year to year.

The Executive Committee will have oversight responsibility for the compensation of Midland National Senior Executives. As a general rule, this “covered group” will include the senior most leaders of any business unit, and their direct reports. There may be exceptions warranted where more are included in the covered group, however it will be rare to have fewer covered by this oversight. All recommendations for compensation changes, promotions, bonuses and awards will be reviewed on a “one over one” basis. For example, compensation changes requested for a subordinate will require the approval of at least one level above the requestor. The direct superior will have responsibility for making the compensation recommendation for a subordinate. Executive Committee approval will be required for any changes impacting the people and positions they oversee. With the exception of Executive Committee compensation, all recommendations will be reviewed and approved by the next higher level of management.

Annual rewards/incentives for team results should keenly focus leaders on a balance of both short and long term financial results. Individual Leadership Development Plans (LDP’s) and Discretionary Bonus Objectives (DBO’s) will also be reflected in the annual rewards/incentives.

Through this strategy, not only will we be able to attract and retain the top talent needed to achieve our growth and financial performance objectives, we will also incentivize our top talent to achieve the best possible results.

Compensation Principles

Determination of annual and long-term incentive awards is discretionary and will not use indexes or mechanical formulas. When a percentage of base pay is used to calculate a variable compensation award, the base compensation on the last day of the performance period should be used to determine the amount of variable award.

Role of the Executive Committee and Board of Directors

The Board of Directors consists of the Executive Committee members and the Independent Directors. The Executive Committee will have oversight responsibility for the compensation of Midland National Senior Executives. As a general rule, this “covered group” will include the senior most leaders of any business unit, and their direct reports.

Role of the Compensation Committee of the Board of Directors of Midland National

The Independent Directors serve as the Compensation Committee. The Compensation Committee is responsible for reviewing and approving the Compensation Philosophy and Programs as recommended by the Executive Committee. The Compensation Committee is also responsible for creating the compensation incentive programs and plans for the Executive Committee. The Compensation Committee reviews and approves the compensation recommendations for the Executive Committee direct reports. The Compensation Committee is responsible for determining and approving the compensation awards (base, bonus, L-TIP) for the Executive Committee and Key Officers.

Role of Human Resources

The Human Resources Department is responsible for the administrative and support tasks related to compensation review and administration, as assigned by the Executive Committee and Compensation Committee. The Human Resources’ role includes preparing the compensation materials for the review of the Executive Committee and Compensation Committee, evaluating outside data and comparing to our organization, researching and understanding compensation plans in the market and assisting with the design of Company compensation programs and plans, and assisting the Compensation Consultant with relevant information and data.

Role of Compensation Consultant

When needed, the Company has retained Compensation consultants to assist and provide services including serving as an advisor to senior management on various issues relating to executive compensation practices. They also provide relevant market data and analysis and assist us in evaluating the competitiveness of the total compensation program.

Elements of the Total Rewards for our Executive Officers Compensation

• Base Salary

• Annual Executive Incentive Plan

• Employee Stock Ownership Plan (ESOP) (for some)

• Supplemental ESOP Plan (for some)

• Long-Term Incentive Plan (for some)

• Deferred Compensation Plan (for some)

• Executive Perquisites (Club memberships, cars, etc.)

Base Salary

Our base compensation is designed to be competitive with our industry peers for each position. We do not seek to be the highest or the lowest, but strive to maintain a balanced mid-range approach, recognizing the value of all other forms of compensation. Base compensation may vary between individuals in like positions based on comparative job performance and experience. Additionally, we will attempt to promote exceptional performance through forms of variable pay which are intended to recognize and reward both individual and collective performance.

Compensation for Senior Executives is market driven as determined by periodic independent surveys (typically conducted every two to three years) for comparable responsibilities. Time in position, performance and experience will be used to determine positioning in the range.

Base salary is considered to be the least effective compensation tool for driving desired business results.

Annual Executive Incentive Plan (Bonus)

Focus is on variable “at risk” compensation. There are two components, operational performance and accomplishment of Discretionary Bonus Objectives (DBO’s).

We place a significant emphasis on operational performance such as annual financial results, with the balance of focus on personal accomplishments and DBO’s. Awards are not linear and not formulaic. Fairness and equity should be the benchmark rather than mechanical formulas. Awards should be based on what the individual has accomplished. A participant should not be rewarded for results that were due primarily to positive external factors, nor should a participant be significantly penalized for economic conditions that were uncontrollable and unavoidable.

Awards are based on a look back over the previous year’s results.

• Were the business initiatives identified in the prior year implemented in a timely and competent manner?

• Were there any unforeseen obstacles encountered and how well were these managed?

• Were overall business results achieved in a collaborative and sustainable manner?

• What was the degree of stretch in the business plan targets?

Changes to the design and format of this plan are made periodically as market conditions warrant and may occur during a plan year.

ESOP

Currently, the value of the ESOP as a retirement plan far exceeds that of most other retirement plans in existence. It is a long term plan that focuses employees on their contribution to value creation. For the Senior Executives participating in this plan, the portion of the

ESOP that exceeds typical retirement plans is considered to be a form of long term compensation. This important component of compensation must be taken into consideration when determining the total rewards associated with a position.

ESOP Supplemental Executive Retirement Plan (SERP)

ESOP SERP A

IRS regulations limit qualified retirement plan contributions for highly compensated employees. This plan provides a “make whole” for qualified retirement benefits lost due to treasury limitations. There is an ESOP SERP A Plan and an ESOP SERP B Plan. Previous participation in the ESOP SERP A plan has been limited to the top leaders in each Business Unit. The ESOP award for each participant will be determined and any “lost benefit” not received from the ESOP due to maximum allocation limitations is calculated for each participant and placed in a phantom share account. The account can only be accessed after separation from service. If an individual is a participant in the ESOP SERP A they should also be a candidate for entry into the Deferred Compensation plan.

Contributions grow in value on the same basis as the qualified plan contributions. Timing and form of payment must be elected in advance. Changes to the design and format of this plan are made periodically as market conditions warrant.

ESOP SERP B

For the ESOP SERP B there is a review each year of potential new participants. The ESOP SERP B plan is not a phantom share account as is the ESOP SERP A plan but is instead a cash account. The cash account will be credited with an annual interest at the Executive Committee’s discretion. There is also a specific vesting requirement for the ESOP SERP B plan. The account can only be accessed after separation from service and upon attainment of 55 years of age and 10 years of service.

Long-Term Incentive Plan (LTIP)

Focus is on achievement of critical long-term financial goals, with particular emphasis on the creation of shareholder value. When reviewing business unit value we will look at value growth realized at the annual valuation, as well as dividends from the Business Units and cash invested in the Business Units. Not formulaic, to the extent possible performance and awards should be determined based on individual business unit results.

Participation typically includes the top operational leader in the business unit (President or CEO of a business unit) as well as other executives and key employees considered to be high potentials in the business unit.

Currently, LTIP bonus targets are a percentage of a participant’s base salary. The LTIP individual bonus target percentage varies by participant. Performance is measured over a three-year period. Effective for performance cycles commencing on and after January 1, 2022, upon the Board’s determination of a performance award for any performance cycle, 100% of such award will be immediately vested. For performance cycles commencing before January 1, 2022, upon the Board’s determination of the performance award for any performance cycle, 50% of the award vested in the year following the performance period and 25% vested in each of the following two years. Changes to the design and format of this plan are made periodically in order to respond to changes in the operating environment.

Deferred Compensation Plan

This plan provides a limited number of executives an opportunity to defer any form of cash compensation (base salary, annual Incentive or L-TIP).

This core purpose of Deferred Compensation is to increase focus on value creation. Therefore, it is desirable to link the interest credit or growth factor of these deferrals to the value created at SFG. This can be accomplished in a variety of ways such as stock price growth, Return on Investment (ROI), etc.

Limitations on upside potential and downside risk are provided in the current plan.

Taxes are deferred until actual receipt of funds. Timing and form of payments must be elected in advance. Currently, both a lump sum and annual installment option are available. Changes to the design and format of this plan are made periodically as market conditions warrant.

Executive Perquisites

Automobile allowances and club memberships are provided where competitive market conditions warrant.

Other Compensation and Benefits

In addition to the compensation and benefits noted, we also offer our employees, including our Named Executive Officers (defined below), a benefits package that includes group health, dental and vision coverage, group life insurance, short and long-term disability coverage and various deferred compensation and retirement benefits.

The programs are reviewed annually to ensure that the benefits offered are beneficial to our employees, cost-effective and are competitive within our industry.

Tax-Qualified Retirement Plans

The following tax-qualified retirement plans are offered to eligible employees, including our Named Executive Officers:

Sammons Enterprises, Inc. 401(k) Plan

Sammons Enterprises, Inc. sponsors the 401(k) Plan, a tax-qualified plan for its eligible employees, including the Named Executive Officers. Eligible employees may contribute to the 401(k) Plan on a before tax or after tax Roth 401(k) basis (or any combination of the foregoing), up to a percentage of annual eligible compensation as defined in the plan. Before-tax and Roth 401(k) contributions are subject to contribution limits and compensation limits imposed by the Internal Revenue Code of 1986, as amended (the “Code”). There is no company match.

Sammons Enterprises, Inc. Employee Stock Ownership Plan (“ESOP”). The ESOP is a plan designed to allow employees of a Sammons Enterprises, Inc. (“Sammons”) company that has adopted the ESOP, to accumulate a retirement benefit based on the value of Sammons Stock while an individual is actively employed by a Sammons company. The ESOP enables employees to acquire a retirement benefit based on the value of Sammons Stock without cost to the employee. Employees can use this benefit to increase their income in their retirement years.

Security Ownership of Certain Beneficial Owners and Management

SEI indirectly owns 100% of the voting securities of Midland National. SEI’s principal executive offices are located at 5949 Sherry Lane Dallas, Texas 75225. SEI is 100% owned by its Employee Stock Ownership Trust (ESOT).

Summary Compensation Table

The following table is a summary of information regarding the total compensation paid to our Named Executive Officers for the periods indicated.


Name and principal position (a)	Year (b)	Salary ($) (c)		Bonus ($) (d)		Stock awards ($) (e)	Option awards ($) (f)	Non-equity incentive plan compensation ($) (g)	Change in pension value and nonqualified deferred compensation earnings ($) (h)		All other compensation ($) (i)		Total ($) (j)
Esfandyar E. Dinshaw	2023	$	1,175,000	$	4,536,286				$	3,600,079	$	91,558	$	9,402,923
Chairman & CEO	2022	1,033,551		2,569,714					2,070,860		92,435		5,766,560
	2021	946,691		1,907,919					1,581,046		77,942		4,513,598

Robert R. TeKolste	2023	653,627		881,574					1,979,176		80,094		3,594,471
President—Sammons	2022	627,522		855,608					990,404		72,176		2,545,710
Institutional Annuity Group	2021	598,559		907,370					686,120		117,032		2,309,081

William L. Lowe	203	647,775		1,272,235					398,771		80,384		2,399,165
President—Sammons	2022	621,904		1,287,727					462,455		76,381		2,448,467
Institutional Group	2021	593,201		1,173,220					916,116		87,475		2,770,012

John D Melvin	2023	745,033		763,000					—		74,318		1,582,351
Senior Vice President	2022	717,500		330,000					—		403,631		1,451,131
Chief Investment Officer	2021	275,961		—					—		33,732		309,693

David C. Attaway	2023	474,300		457,234					—		74,878		1,006,412
Vice President, Chief	2022	457,500		453,330					—		66,703		977,533
Financial Officer & Treasurer	2021	336,632		176,773					—		52,465		565,870

CEO PAY RATIO

In accordance with SEC rules, we determined the annual total compensation of our median compensated employee and presented a comparison of that annual total compensation to the annual total compensation of our CEO, Esfandyar Dinshaw.

•The 2023 annual total compensation of our CEO was $9,402,923.

•The 2023 annual total compensation of our median compensated employee was $122,070.35.

Accordingly, the ratio of our CEO's annual total compensation to the annual total compensation of our median compensated employee for 2023 was 42 to 1.

Determining the Median Compensated Employee

To determine the median compensated employee, we took the following steps:

•We identified the Company’s employee population (excluding our CEO), consisting of full-time, part-time, and temporary employees, as of December 31, 2023. As of December 31, 2023, our employee population consisted of 1,956 individuals.

•Compensation for full-time employees hired after January 1, 2023, was annualized for the full year 2023.

•We identified our median compensated employee, using total compensation as our compensation measure, which included base salary, bonus compensation, and allocations under the Employee Stock Ownership Plan (“ESOP”). This methodology was consistently applied to all our employees included in the calculation and is consistent with the methodology we use for our NEOs as set forth in the 2023 Summary Compensation Table.

•With respect to the annual total compensation of our CEO, we included the amounts reported in the 2023 Summary Compensation Table included in this prospectus.

Our pay ratio and compensation amount have been calculated using methodologies and assumptions consistent with the SEC rules. The ratio and compensation amount may not be directly comparable to those of other companies because the methodologies and assumptions used to identify the median employee and determine that employee's total compensation may vary significantly among companies.

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Transactions with Related Persons Promoter and Certain Control Persons (amounts in $1,000’s)

The Company pays fees to SEI under management contracts that cover certain investment, accounting, employee benefit and management services. The Company was charged $61,772, $45,222 and $36,321 in 2023, 2022 and 2021, respectively, related to these contracts.

In 2013, the Company issued guaranteed investment contracts (“GICs”) to SEI for $102,000. In 2016, the Company issued additional GICs of $100,000. During 2020, the contracts were surrendered. In 2021, the Company reissued GICs to SEI for ~~$200,000.~~$200,000 that had been surrendered in 2020. These contracts totaling $200,000 in 2023 and 2022, respectively, are included in liabilities for deposit type funds in the statements of admitted assets, liabilities and capital and surplus. In 2022, $101,000 of the contracts were surrendered. The remaining contracts have an account value of $86,115 and $100,687 at December 31, 2023 and 2022, respectively, and are included in liabilities for deposit type funds in the statements of admitted assets, liabilities and capital and surplus. Interest incurred on these contracts was $3,612, $1,689 and $1,386 in 2023, 2022 and 2021, respectively.

The Company pays investment management fees to an affiliate, Guggenheim Partners Investment Management Inc. (“GPIM”). SEI holds an indirect interest in Guggenheim. During 2023, 2022 and 2021, the Company incurred fees of $38,669, $39,252 and $53,321, respectively, for these investment management services. ~~In 2022, the fee structure changed from being calculated based on the average fair value of invested assets under management multiplied by a contractual rate, to a fixed fee structure.~~

The Company ~~entered an agreement effective July 31, 2022~~pays investment fees to ~~receive investment management services from~~ SFGAM, an affiliate registered investment ~~advisor which was established in 2022.~~advisor. During 2023 and 2022 ~~2021,~~, the Company incurred $20,597 ~~$5,141,~~ and ~~$0,~~$5,141, respectively, for these investment management services. The fee is calculated based on the average fair value of invested assets under management multiplied by a contractual rate.

Guggenheim Commercial Real Estate Finance, LLC, (an indirect subsidiary of Guggenheim) provides commercial mortgage loan origination and servicing services for the Company. The Company incurred expense of $7,219, $8,528 and $7,651 in 2023, 2022 and 2021, respectively, for these commercial mortgage services. The fee is calculated monthly based on the outstanding principal balance of the commercial mortgage loans and real estate owned multiplied by a contractual rate.

In December 2020, the Company originated a commercial mortgage loan for Pathfinder Ranches, LLC, which is an indirect subsidiary of SEI in the amount of $25,000. The loan had an interest rate of 4.35% and was to mature in 2027. During 2022, Pathfinder Ranches, LLC prepaid the entire remaining principal of the loan. A prepayment fee of $4,718 was collected at the time of the payoff. Interest earned on this loan was $0 , $1,147 and ~~$1,147~~$1,088 in 2023 ~~and~~, 2022 respectively.

At December 31, 2023, the Company holds an investment security issued by GPIM. The security is reported in ~~invested assets~~bonds in the statements of admitted assets, liabilities, and capital and surplus at December 31, 2023 ~~(8.60%~~(9% interest, $50,948 par, $50,948 reported value, due 2029). At December 31, 2022, the security was reported in invested assets in the statements of admitted assets, liabilities, and capital and surplus (6.82% interest, $51,406 par, $51,383 reported value, due 2023).

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Company also holds $1,804,865 and $1,316,224 of limited partnership interests in affiliates which are reported in other invested assets in the statements of admitted assets, liabilities, and capital and surplus at December 31, 2023 and 2022, respectively.

The Company provided certain investment, accounting, policy administration and management services to North American. The Company received reimbursements of $181,206, $156,558 and $147,536 in 2023, 2022 and 2021, respectively, for the costs incurred to render such services.

The Company provides certain insurance and noninsurance services to MNL Re. The Company received reimbursements of $100 in each of 2023, 2022 and 2021 for the costs incurred to render such services.

The Company provides certain insurance and noninsurance services to Solberg Re. The Company received reimbursements of $100 in each of 2023, 2022 and 2021 for the costs incurred to render such services.

The Company provides certain insurance and noninsurance services to Canal Re. The Company received reimbursements of $100 in each of 2023, 2022, and 2021 for the costs incurred to render such services.

The Company provided certain investment, accounting, payroll administration and management ~~series~~services to SIG for which it was reimbursed $8,399, $6,019 and $6,305 in 2023, 2022 and 2021, respectively, for costs incurred to render such services.

The Company provides certain investment, accounting, payroll administration and management services to SFN for which it was reimbursed $22,075, $22,781 and $24,945 in 2023, 2022 and 2021, respectively, for costs incurred to render such services.

The Company provides certain accounting, payroll administration and management services to Beacon. The Company received reimbursements of $1,353, $747, and $270 in 2023, 2022 and 2021, respectively, for the costs incurred to render such services.

The Company provides certain accounting, payroll administration and management services to SFGAM. The Company received reimbursements of $979, $454, and $0 in 2023, 2022 and 2021, respectively, for the costs incurred to render such services.

The Company provides certain insurance and noninsurance services to SFG Bermuda. The Company received reimbursements of $2,343, $1,500, and $500 in 2023, 2022 and 2021, respectively, for the costs incurred to render such services.

The Company issued surplus notes payable to SFG. The borrowings were $1,237,000 as of December 31, 2023 and 2022. The Company paid interest to SFG in the amount of $79,550, $72,330, and $65,213 in 2023, 2022 and 2021, respectively.

The Company is party to a coinsurance agreement with North American. In this indemnity agreement, the Company assumes 80% of all policies issued by North American on or after January 1, 2014 of specific annuity plans. The Company recognized $762, $779 and

~~$775~~ $775 at December 31, 2023, 2022 and 2021, respectively, of premium under this agreement in the statement of operations. The Company retrocedes 100% of this business to a third party reinsurer through a modified coinsurance agreement.

The Company has a coinsurance agreement with MNL Re, an affiliated limited purpose subsidiary life insurance company. The agreement has subsequently been amended to extend the term and increase the life insurance policies covered under the agreement. The Company ceded a defined block of permanent life insurance products to MNL Re. The Company recognized reserve credits of $1,140,561 and $1,299,032 under this agreement on December 31, 2023 and 2022, respectively, which are reflected as a component of liabilities for future policy benefits. The Company recognized $840,810 and $779,076 at December 31, 2023 and 2022, respectively, of funds held under coinsurance under this agreement in the statements of admitted assets, liabilities and capital and surplus. The reserve credit was supported by a contingent note guarantee (“LLC Note”) with a balance of $277,556 and $513,753 for 2023 and 2022, respectively. The LLC Note held by MNL Re, which functions in a manner similar to a standby letter of credit and which Midland National is a beneficiary, is an admitted asset under Iowa prescribed practice and the surplus generated by this prescribed

practice has been retained in the carrying value of MNL Re.

The Company has a coinsurance agreement with Solberg Re, an affiliated limited purpose subsidiary life insurance company. The agreement has subsequently been amended to extend the term and increase the life insurance policies covered under the agreement. The Company ceded a defined block of term life insurance to Solberg Re. The Company received experience refunds related to this agreement of $5,925, $789 and $10,241 during the years ended December 31, 2023, 2022 and 2020, respectively. The Company recognized reserve credits of $502,917, and $524,486 under this agreement on December 31, 2023 and 2022, respectively, which are reflected as a component of liabilities for future policy benefits in the statements of admitted assets, liabilities and capital and surplus. The Company recognized $200,043 and $201,852 at December 31, 2023 and 2022, respectively, of funds held under coinsurance under this agreement which is reported as funds held under coinsurance in the statements of admitted assets, liabilities and capital and

surplus. The reserve credit was supported by an LLC Note with a balance of $302,874 and $322,634 for 2023 and 2022, respectively. The LLC Note held by Solberg Re, which functions in a manner similar to a standby letter of credit and which Midland National is a beneficiary, is an admitted asset under Iowa prescribed practice and the surplus generated by this prescribed practice has been retained in the carrying value of Solberg Re.

The Company entered into a coinsurance agreement with Canal Re, an affiliated limited purpose subsidiary life insurance company. The Company ceded a defined block of term life insurance products to Canal Re. The Company received experience refunds related to this agreement of $20,594, $27,653, and $25,549 during the years ended December 31, 2023, 2022, and 2021 respectively. The Company recognized reserve credits of $435,321 and $395,144 under this agreement on December 31, 2023 and 2022, respectively, which are reflected as a component of liabilities for future policy benefits in the statements of admitted assets, liabilities and capital and surplus. The Company recognized $191,674 and $166,262 at December 31, 2023 and 2022 of funds held under coinsurance under this agreement which is reported as funds held under coinsurance in the statements of admitted assets, liabilities and capital and surplus. The reserve credit was supported by an LLC Note with a balance of $243,647 and $228,882 for 2023 and 2022, respectively. The LLC Note held by Canal Re, which functions in a manner similar to a standby letter of credit and which Midland National is a beneficiary, is an admitted asset under Iowa prescribed practice and the surplus generated by this prescribed practice has been retained in the carrying value of Canal Re.

On October 31, 2021, the Company entered into a funds withheld coinsurance agreement with SFG Bermuda, an affiliated company domiciled in Bermuda, under which the Company ceded 100% of certain fixed index annuity policies issued prior to October 1, 2021. The Company also cedes 80% of all fixed index annuity policies issued on or after October 1, 2021. On July 1, 2022 the Company began ceding 80% of all fixed annuity policies issued. The Company ceded premiums of $3,410,246 during 2021, which includes the initial ceding premium on the inforce business ceded. The Company recognized $8,258,985 and $6,963,526 at December 31, 2023 and 2022, respectively, of funds withheld under coinsurance under this agreement as a component of funds held under coinsurance in the statements of admitted assets, liabilities and capital and surplus. Reserve credits of $8,265,651 and $6,952,687 associated with this agreement are reported as a component of liabilities for future policy benefits in the statements of admitted assets, liabilities and capital and surplus as of December 31, 2023 and 2022, respectively. The treaty also involved the coinsurance of interest maintenance reserves generated by the assets in the funds withheld portfolio. Interest maintenance reserve credits associated with this treaty of

~~$332,649~~ $332,649 and $393,146 are reported as a component of interest maintenance reserves in the statements of admitted assets, liabilities and capital and surplus as of December 31, 2023 and 2022.

On April 26, 2023 and June 28, 2023, the Company established investment subsidiaries New Roots M Trust and Stone Roots M Trust, respectively, for the purpose of purchasing and managing residential mortgage loans. The Company held investments of $418,403 and $240,039, for New Roots M Trust and Stone Roots M Trust, respectively, which is being reported as a component of common stock subsidiaries in the statements of admitted assets, liabilities and capital and surplus as of December 31, 2023.

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EXPERTS

The financial statements of Midland National Life Insurance Company as of December 31, 2023 and December 31, 2022 ~~and~~ for each of the three years in the period ended December 31, 2023 included in this Prospectus have been so included in reliance on the report of ~~[To Be Provided By Amendment],~~PricewaterhouseCoopers LLP an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

~~The financial statements of Midland National Life Insurance Company Separate Account C are in the SAI. The SAI is part of the registration statement filed on Form N-4.~~

~~100~~86

Management’s Discussion and Analysis of Financial Conditions and Results of Operation

FINANCIAL INFORMATION

As an insurance company, we are required by state insurance regulation to hold a specified amount of reserves in order to meet the contractual obligations to our contract holders. Our reserves may be held in our general account, or with respect to certain products in our separate accounts. We monitor our reserves so that we hold sufficient amounts to cover actual or expected contract and claims payments. It is important to note, however, that there is no guarantee that we will always be able to meet our claims-paying obligations, and that there are risks to purchasing any insurance product or contract.

State insurance regulators also require insurance companies to maintain a minimum amount of capital, which acts as a cushion in the event that the insurer suffers a financial impairment, based on the inherent risks in the insurer’s operations. These risks include those associated with losses that we may incur as the result of defaults on the payment of interest or principal on our general account and separate accounts’ assets, as well as the loss in market value of those investments. We may also experience liquidity risk if our general account assets cannot be readily converted into cash to meet obligations to our contract holders or to provide collateral necessary to finance our business operations.

We strive to maintain a solid risk-adjusted capitalization for our current business strategy and related investment risks. Our capital position is supported by our operations and our fixed-income investment portfolio. In addition, we are subject to state insurance regulations based on the risk-based capital (“RBC”) requirements of the National Association of Insurance Commissioners (“NAIC”) and report our RBC based on a formula calculated by applying factors to various asset, premium and statutory reserve items, as well as taking into account our risk characteristics. We currently target a RBC ratio (company action level) of 400%.

Selected Financial Data

~~101~~


	Year Ended December 31,
(dollars in thousands)	2023		2022		2021		2020		2019
Statement of Operations Data:
Premium considerations:
Life	$	807,826	$	1,998,424	$	2,903,919	$	862,658	$	834,451
Annuity	3,696,976		1,995,393		1,173,790		5,587,095		2,421,597
Total premium considerations	4,504,802		3,993,817		4,077,709		6,449,753		3,256,048
Net investment income and other revenues	2,207,200		2,241,413		1,525,509		1,982,908		2,262,883
Total revenues	6,712,002		6,235,230		5,603,218		8,432,661		5,518,931
Total benefits and expenses	6,078,873		5,559,484		4,495,024		7,961,534		5,042,205
Net gain from operations before federal income taxes and before realized capital gains or (losses)	633,129		675,746		1,108,194		471,127		476,726
Net income	$	321,233	$	512,344	$	956,597	$	152,626	$	371,200

	As of December 31,
(dollars in thousands)	2023		2022		2021		2020		2019
Balance Sheet Data:
Cash and invested assets	$	68,225,875	$	68,506,437	$	65,411,142	$	59,094,762	$	53,060,013
Total admitted assets	78,231,381		77,808,910		74,338,746		67,262,504		60,416,251
Aggregate reserves for life and annuity contracts	43,750,545		45,321,010		43,928,249		43,223,475		38,935,399
Other liabilities	29,582,243		27,424,383		25,162,055		19,833,970		17,628,421
Total liabilities	73,332,788		72,745,393		69,090,304		63,057,445		56,563,820
Total capital and surplus	4,898,593		5,063,517		5,248,442		4,205,059		3,852,431

~~Management’s Discussion and Analysis of Financial Conditions and Results of Operation~~

The following discussion provides an assessment of the statutory basis financial position and results of operations of Midland National. Statutory accounting practices (“SAP”) financial information is prepared and presented in accordance with accounting practices prescribed or permitted by the NAIC and the Iowa Insurance Division. Certain differences exist between SAP and GAAP. See Note 1 of Midland National’s statutory basis audited financial statements, which are included elsewhere in this document, for a detail discussion of these differences.

~~Cautionary Statement Regarding Forward-Looking Statements~~

This prospectus contains forward-looking statements which can be identified by the use of terms such as “believes,” “expects,” “may,” “will,” “shall,” “should,” “would,” “could,” “seeks,” “intends,” “plans,” “estimates,” “anticipates” or other comparable terms. Forward-looking statements are subject to risks and uncertainty. Future events and outcomes may differ materially from those made or suggested by the forward-looking statements contained in this prospectus. We do not assume any responsibility for actual future results that differ from expectations reflected in forward-looking statements. For more information about the risks and uncertainties that may cause actual results to differ materially from forward-looking statements, please see “Risk Factors” in Section 7—Midland National Life Insurance Company.

~~Overview~~

Midland National is a life insurance company domiciled in the state of Iowa. The Company offers a variety of financial and retirement products through multiple distribution channels. Its insurance products include life insurance, including bank and credit union-owned life insurance, and fixed and variable annuities.

~~102~~87

Our primary sources of earnings are (i) the spread that we earn on our investments (i.e., net investment income less cost of money, which includes interest credited to contract holder accounts and costs of hedging) and (ii) mortality gains (i.e., premiums and other revenues offset by life death benefits and increases in reserves), offset by general and administrative expenses.

~~Analysis of Results of Operations—Years Ended December 31, 2023 and 2022~~

~~The following table presents the statutory results of operations for the periods indicated:~~

Year Ended December 31, % Change
(dollars in thousands) 2023 2022
Revenues:
     Life premium $ 807,826 $ 1,998,424 -60 %
     Annuity considerations 3,696,976 1,995,393 85 %
     Net investment income 2,340,965 2,188,896 7 %
     Other income (133,765) 52,517 -355 %
          Total revenues 6,712,002 6,235,230 8 %
Benefits and Expenses:
     Policyholder benefits 6,715,688 3,151,700 113 %
     Change in policyholder reserves (1,570,465) 1,392,761 -213 %
     Operating costs and other items 899,140 876,196 3 %
     Transfers to interest maintenance reserve ceded 22,238 39,327 -43 %
     Transfers to interest maintenance reserve - market value adjustments 12,221 — NM
     Net transfers to (from) separate accounts 12,272 99,500 -88 %
               Total Benefits and Expenses 6,078,873 5,559,484 9 %
Operating results before Federal income taxes and realized capital gains
   (losses)
633,129 675,746 -6 %
Federal income taxes 29,816 130,924 -77 %
Operating results before realized gains (losses) 603,313 544,822 11 %
Realized gains (losses) net of federal income taxes (282,080) (32,478) 769 %
               Net income $ 321,233 $ 512,344 -37 %

Operating results before Federal income taxes and realized capital gains (losses) decreased 6% for the twelve months ended December 31, 2023 compared to the twelve-month period ended December 31, 2022. This decrease is primarily attributable to lower investment income from alternative investments and a reduction in earnings from company owned life insurance. In addition, earnings were impacted by lower equity markets which resulted in lower hedge proceeds relative to the increase in reserves on index products in 2023 compared to 2022. The Company cedes 80% of fixed index annuity policies issued on or after October 1, 2021 as well as 80% of MYGA policies issued on or after July 1, 2022. The Company recognized reserve credits of $8,265,651 million under this agreement as of December 31, 2023. The premium ceded in 2023 was $1,573,412 million.

~~Net income decreased 37% in 2023 compared to 2022. This decrease was driven by the same factors that impacted operating results in 2023 compared to 2022 as described in the previous paragraph.~~

~~Revenues~~

~~Total revenues increased 8% in the twelve months ended December 31, 2023 compared to the twelve months ended December 31, 2022. Following is a discussion of the primary contributors to this increase.~~

Life insurance premiums decreased 60%. This decrease was primarily due to decrease in sales of bank owned life insurance. Annuity considerations in 2023 were 85% higher than 2022. Direct premiums increased in 2023 due to higher sales of fixed indexed annuities and multi-year guarantee annuities and an increase in issuance of new Pension Risk Transfer (“PRT”) policies.

~~Net investment income increased 7% in the 2023 period compared to 2022. The following table provides a summary of the components of net investment income:~~

~~103~~

Year Ended December 31, % Change
(dollars in thousands) 2023 2022
Revenues:
     Bonds $ 2,534,053 $ 2,351,761 8 %
     Preferred stocks 78,691 88,961 -12 %
     Common stocks 14,703 15,105 -3 %
     Mortgage loans 176,173 183,527 -4 %
     Real estate 6,525 6,525 — %
     Policy loans 29,270 23,969 22 %
��   Cash and short-term investments 79,043 6,106 1195 %
     Derivative instruments (255,426) (403,530) -37 %
     Other invested assets 166,654 197,483 -16 %
     Other investment income 5,344 3,283 63 %
               Total gross investment income 2,835,030 2,473,190 15 %
     Less: investment expenses 494,065 284,294 74 %
               Net investment income $ 2,340,965 $ 2,188,896 7 %

The increase in 2023 is primarily attributable to an increase in income from short-term investments and derivative instruments. Derivative instruments primarily consist of derivatives purchased to economically hedge our exposure to fixed indexed annuity and universal life insurance policyholder obligations. Midland National recognizes index options and futures payouts as investment income. This income is also impacted by a corresponding increase in policyholder reserves. Index option and futures payouts decreased in 2023 compared to 2022 due to the relative decrease in annual returns on equity market indices during 2023 compared to 2022. Excluding derivative instruments, net investment income increased —% in 2023 compared to 2022. The decrease in net investment income, excluding derivative instruments, is attributable to decreased earnings from other invested assets and from indexed linked securities reported as bonds, partially offset by higher levels of invested assets.

The increase in other income is attributable to a smaller reserve adjustment on reinsurance ceded in 2023 (negative $279 million) compared to 2022 (negative $304 million). The reserve adjustments on reinsurance ceded relate to surrender activity on a closed block of annuities reinsured through a modified coinsurance agreement with an unaffiliated party and the decrease in other income related to this item is offset by a corresponding increase in net policy outflows ceded on the block reinsured. These increases were offset by decrease in earnings from MNL’s company owned life insurance (inco~~me of $XX million in~~ ~~2023~~ ~~compared to $XX million in~~ ~~2022~~).

~~Benefits and Expenses~~

Policyholder benefits increased 113% in 2023 compared to 2022. This was primarily attributable to a decline in net surrenders on annuities and a decline in life insurance death benefits incurred. Surrender and withdrawal benefits are offset by a corresponding decrease in policyholder reserves. The life death benefits result in an impact to operating earnings by the amount of benefit paid above the amount of policyholder reserve released, net of reinsurance.

Change in policyholder reserves decreased 213% in 2023 compared to 2022. The increase in FIA, MYG and PRT sales in 2023 resulted in a larger increase in reserves. The $1,573 million of reinsurance premium ceded to SFG Bermuda during 2023 generated a reduction of reserve, and lower bank owned life and corporate owned life insurance sales in 2023 resulted in a lower increase in reserves relative to 2022.

Operating costs and other items increased 3% in 2023 compared to 2022. This is primarily due to increases in salaries and other costs associated with growth related initiatives of the Company and higher commissions due to increases in life and annuity sales.

~~Within the funds withheld coinsurance treaty with an affiliate, SFG Bermuda, the Company recognized realized gains(losses) ceded of $— million and~~ ~~$(52)~~ million, respectively in 2023 and 2022 , which was reported as a component of other income in revenue. The Company also recognized transfers to interest maintenance reserve (“IMR”) ceded of $— million and $39 million in 2023 and 2022, respectively associated with the coinsurance of any IMR generated from net realized losses/gains generated on the assets in the funds withheld portfolio. The remaining unamortized ceded IMR balance of $332,649 million associated with this treaty is reported as a component of interest maintenance reserve in the statement of admitted assets, liabilities and capital and surplus as of December 31, 2023.

Net transfers to (from) separate accounts were $12 million in 2023 compared to $100 million in 2022, due to a decrease in variable annuity premium in 2023. Transfers to (from) separate accounts consist of the net transfer of premiums and benefits related to our

~~104~~

variable life, variable annuity and bank owned life insurance. This transfer has no impact on the Company’s operations as the transferred premiums and benefits are reported elsewhere in the statement of operations.

~~Federal Income Taxes~~

The effective Federal income tax rate applicable to operations in 2023 was (70)% compared to 4% in 2022. The decrease in the effective tax rate is primarily attributable to the impact of the tax credit bonds held and tax exempt income.

~~Realized Gains (Losses) Net of Federal Income Taxes~~

Realized losses net of federal income taxes in 2023 were $(282) million compared to losses of $32 million in 2022. For statutory reporting purposes, realized gains (losses) reported on the statement of operations are net of gains and losses transferred to the Interest Maintenance Reserve (“IMR”). Amounts transferred to IMR, which is a liability reported in the statement of financial position, are gains and losses resulting from changes in interest rates and are amortized into operations over the estimated remaining lives of the securities sold. Gains and losses reported in the statement of operations are credit and non-interest related. The losses reported in 2023 were primarily due to other than temporary impairments taken during 2023 that were driven by residual impacts in the aircraft sector, emerging market, high yield and privately placed direct lending credit exposure deterioration as well as an intent to sell a specific subset of securities prior to recovery. The losses reported in 2022 were primarily due to other that temporary impairments taken during 2022 that were driven by residual impacts in the aircraft sector, emerging market, high yield and privately placed direct lending credit exposure deterioration as well as an intent to sell a specific subset of securities prior to recovery.

~~Analysis of Results of Operations—Years Ended December 31, 2022 and 2021~~

~~Selected Financial Data~~

~~105~~

Year Ended December 31,
(dollars in thousands) 2022 2021 2020 2019 2018
Statement of Operations Data:
Premium considerations:
Life $ 1,998,424 $ 2,903,919 $ 862,658 $ 834,451 $ 1,154,707
Annuity 1,995,393 1,173,790 5,587,095 2,421,597 2,526,365
Total premium considerations 3,993,817 4,077,709 6,449,753 3,256,048 3,681,072
Net investment income and other revenues 2,241,413 1,525,509 1,982,908 2,262,883 2,350,711
Total revenues 6,235,230 5,603,218 8,432,661 5,518,931 6,031,783
Total benefits and expenses 5,559,484 4,495,024 7,961,534 5,042,205 5,522,022
Net gain from operations before federal income taxes and before
realized capital gains or (losses)
675,746 1,108,194 471,127 476,726 509,761
Net income $ 512,344 $ 956,597 $ 152,626 $ 371,200 $ 401,605
As of December 31,
(dollars in thousands) 2022 2021 2020 2019 2018
Balance Sheet Data:
Cash and invested assets $ 68,506,437 $ 65,411,142 $ 59,094,762 $ 53,060,013 $ 51,705,164
Total admitted assets 77,808,910 74,338,746 67,262,504 60,416,251 57,914,703
Aggregate reserves for life and annuity contracts 45,321,010 43,928,249 43,223,475 38,935,399 37,541,225
Other liabilities 27,424,383 25,162,055 19,833,970 17,628,421 16,802,270
Total liabilities 72,745,393 69,090,304 63,057,445 56,563,820 54,343,495
Total capital and surplus 5,063,517 5,248,442 4,205,059 3,852,431 3,571,208

Management’s Discussion and Analysis of Financial Conditions and Results of Operation

Cautionary Statement Regarding Forward-Looking Statements

Overview

Analysis of Results of Operations—Years Ended December 31, 2023 and 2022

The following table presents the statutory results of operations for the periods indicated:


	Year Ended December 31,				% Change
(dollars in thousands)	2023		2022
Revenues:
Life premium	$	807,826	$	1,998,424	-60	%
Annuity considerations	3,696,976		1,995,393		85	%
Net investment income	2,340,965		2,188,896		7	%
Investment income ceded - funds withheld reinsurance	(418,926)		(254,135)		65	%
Other income	285,161		306,652		-7	%
Total revenues	6,712,002		6,235,230		8	%
Benefits and Expenses:
Policyholder benefits	6,715,688		3,151,700		113	%
Change in policyholder reserves	(1,570,465)		1,392,761		-213	%
Operating costs and other items	899,140		876,196		3	%
Transfers to interest maintenance reserve ceded	22,238		39,327		-43	%
Transfers to interest maintenance reserve - market value adjustments	12,221		—		NM
Net transfers to (from) separate accounts	12,272		99,500		-88	%
Total Benefits and Expenses	6,078,873		5,559,484		9	%
Operating results before Federal income taxes and realized capital gains (losses)	633,129		675,746		-6	%
Federal income taxes	29,816		130,924		-77	%
Operating results before realized gains (losses)	603,313		544,822		11	%
Realized gains (losses) net of federal income taxes	(282,080)		(32,478)		769	%
Net income	$	321,233	$	512,344	-37	%

~~106~~

Operating results before Federal income taxes and realized capital gains (losses) decreased 6% for the twelve months ended December 31, 2023 compared to the twelve-month period ended December 31, 2022. This decrease is primarily attributable to lower investment income from alternative investments. In 2022, the Company ceded to an affiliate, SFG Bermuda, 80% of fixed index annuity (FIA) policies issued on or after October 1, 2021 as well as 80% of multi-year-guarantee (MYG) fixed annuity policies issued between July 1, 2022 and December 31, 2023. Throughout 2023, the Company continued to ceded 80% of FIA policies issued where living benefit riders were available, but discontinued ceding FIA policies issued on or after April 1, 2023 where living benefit riders were not available. The Company recognized reserve credits of $8,265,651 million under this agreement as of December 31, 2023. The premium ceded in 2023 was $1,573,412 million.

Net income decreased 37% in 2023 compared to 2022. This decrease was driven by an increase in realized losses incurred, primarily on preferred stocks in 2023 compared to 2022 as described in the previous paragraph.

Revenues

Total revenues increased 8% in the twelve months ended December 31, 2023 compared to the twelve months ended December 31, 2022. Following is a discussion of the primary contributors to this increase.

Life insurance premiums decreased 60%. This decrease was primarily due to a $1.1 billion decrease in sales of bank owned life insurance. Annuity considerations in 2023 were 85% higher than 2022. Direct premiums increased in 2023 due to higher sales of fixed indexed annuities a reduction in ceded annuity premium due to the discontinuation of reinsurance on new sales of fixed indexed annuities without living benefit riders, discontinuation of reinsurance of sales of multi-year guarantee fixed annuities and an increase in Pension Risk Transfer (“PRT”) sales.

Net investment income increased 7% in the 2023 period compared to 2022. The following table provides a summary of the components of net investment income:


	Year Ended December 31,				% Change
(dollars in thousands)	2023		2022
Revenues:
Bonds	$	2,534,053	$	2,351,761	8	%
Preferred stocks	78,691		88,961		-12	%
Common stocks	14,703		15,105		-3	%
Mortgage loans	176,173		183,527		-4	%
Real estate	6,525		6,525		—	%
Policy loans	29,270		23,969		22	%
Cash and short-term investments	79,043		6,106		1195	%
Derivative instruments	(255,426)		(403,530)		-37	%
Other invested assets	166,654		197,483		-16	%
Other investment income	5,344		3,283		63	%
Total gross investment income	2,835,030		2,473,190		15	%
Less: investment expenses	494,065		284,294		74	%
Net investment income	$	2,340,965	$	2,188,896	7	%

The increase in 2023 is primarily attributable to an increase in income from short-term investments and derivative instruments, partially offset by increases in investment expenses, primarily related to securities lending and interest paid on federal home loan bank (FHLB) advances. Derivative instruments primarily consist of derivatives purchased to economically hedge our exposure to fixed indexed annuity and universal life insurance policyholder obligations. Midland National recognizes index options and futures payouts as investment income. This income is also impacted by a corresponding decrease in policyholder reserves. Index option and futures payouts increased in 2023 compared to 2022 due to the relative increase in annual returns on equity market indices during 2023 compared to 2022. Excluding derivative instruments, net investment income was relatively flat, an increase of 0.15% in 2023 compared to 2022. The increase in net investment income, excluding derivative instruments, is attributable to higher earnings on short term investments, higher investment income on floating rate assets due to the increase in interest rates, partially offset by decreased earnings from other invested assets and higher investment expenses associated with securities lending and interest on FHLB advances as a result of the increase in interest rates.

The decrease in other income is attributable to a reduction in commission allowances on reinsurance ceded in 2023 compared to 2022 due to a reduction in annuity premiums ceded to the Company’s affiliate, SFG Bermuda. This was partially offset by a reduction in reserve adjustments on reinsurance ceded in 2023 ($279 million) compared to 2022 (negative $304 million). The reserve adjustments

on reinsurance ceded relate to surrender activity on a closed block of annuities reinsured through a modified coinsurance agreement with an unaffiliated party and the decrease in other income related to this item is offset by a corresponding increase in net policy outflows ceded on the block reinsured. Other income was also impacted by an increase in earnings from MNL’s company owned life insurance (income of $126 million in 2023 compared to $33 million in 2022).

Benefits and Expenses

Policyholder benefits increased 113% in 2023 compared to 2022. This was primarily attributable to an increase in net surrenders on annuities. $2.1 billion of the increase was on surrenders of multi-year-guarantee (MYG) fixed annuity policies due to a large block of policies sold during 2020 with a three year guarantee period. $1.2 billion of the increase was on surrenders bank and credit owned life insurance products which experienced higher surrenders in early 2023. The remainder of the increase in policy benefits was due to general increases in surrender activity due to higher interest rates, partially offset by a decline in life insurance death benefits incurred. Surrender and withdrawal benefits are offset by a corresponding decrease in policyholder reserves. The life death benefits result in an impact to operating earnings by the amount of benefit paid above the amount of policyholder reserve released, net of reinsurance.

Change in policyholder reserves decreased 213% in 2023 compared to an increase in reserves of $1,393 million in 2022. The increase in MYG and bank and credit owned life surrenders in 2023 reference in the previous section resulted in a large decrease in reserves. The decline in sales of bank-owned life insurance in 2023 compared to 2022 also contributed to the lower increase in policyholder reserves. $1,573

Within the funds withheld coinsurance treaty with an affiliate, SFG Bermuda, the Company recognized realized gains(losses) ceded of $(45) million and $(52) million, respectively in 2023 and 2022 , which was reported as a component of other income in revenue. The Company also recognized transfers to interest maintenance reserve (“IMR”) ceded of $22 million and $39 million in 2023 and 2022, respectively associated with the coinsurance of any IMR generated from net realized losses/gains generated on the assets in the funds withheld portfolio. The remaining unamortized ceded IMR balance of $332,649 million associated with this treaty is reported as a component of interest maintenance reserve in the statement of admitted assets, liabilities and capital and surplus as of December 31, 2023.

Net transfers to (from) separate accounts were $12 million in 2023 compared to $100 million in 2022, due to a decrease in bank-owned life insurance premium allocated to the separate account, a decrease in variable annuity premium and an increase in variable annuity surrenders in 2023. Transfers to (from) separate accounts consist of the net transfer of premiums and benefits related to our variable life, variable annuity and bank owned life insurance. This transfer has no impact on the Company’s operations as the transferred premiums and benefits are reported elsewhere in the statement of operations.

Federal Income Taxes

The effective Federal income tax rate applicable to operations in 2023 was (70)% compared to 4% in 2022. The decrease in the effective tax rate is primarily attributable to the relatively low level of pre-tax income due to realized losses combined with the impact of the tax credit bonds held and tax exempt income.

Realized Gains (Losses) Net of Federal Income Taxes

Realized losses net of federal income taxes in 2023 were $(282) million compared to losses of $32 million in 2022. For statutory reporting purposes, realized gains (losses) reported on the statement of operations are net of gains and losses transferred to the Interest Maintenance Reserve (“IMR”). Amounts transferred to IMR, which is a liability reported in the statement of financial position, are gains and losses resulting from changes in interest rates and are amortized into operations over the estimated remaining lives of the securities sold. Gains and losses reported in the statement of operations are credit and non-interest related. The losses reported in 2023 were primarily due to the disposal of preferred stocks, including one significant loss on a preferred stock of a regional bank, disposal of other equity securities and some interest rate swaps. The losses reported in 2022 were primarily due to other that temporary impairments taken during 2022 that were driven by residual impacts in the aircraft sector, emerging market, high yield and privately placed direct lending credit exposure deterioration as well as an intent to sell a specific subset of securities prior to recovery.

Analysis of Results of Operations—Years Ended December 31, 2022 and 2021

Selected Financial Data


	Year Ended December 31,
(dollars in thousands)	2022		2021		2020		2019		2018
Statement of Operations Data:
Premium considerations:
Life	$	1,998,424	$	2,903,919	$	862,658	$	834,451	$	1,154,707
Annuity	1,995,393		1,173,790		5,587,095		2,421,597		2,526,365
Total premium considerations	3,993,817		4,077,709		6,449,753		3,256,048		3,681,072
Net investment income and other revenues	2,241,413		1,525,509		1,982,908		2,262,883		2,350,711
Total revenues	6,235,230		5,603,218		8,432,661		5,518,931		6,031,783
Total benefits and expenses	5,559,484		4,495,024		7,961,534		5,042,205		5,522,022
Net gain from operations before federal income taxes and before realized capital gains or (losses)	675,746		1,108,194		471,127		476,726		509,761
Net income	$	512,344	$	956,597	$	152,626	$	371,200	$	401,605

	As of December 31,
(dollars in thousands)	2022		2021		2020		2019		2018
Balance Sheet Data:
Cash and invested assets	$	68,506,437	$	65,411,142	$	59,094,762	$	53,060,013	$	51,705,164
Total admitted assets	77,808,910		74,338,746		67,262,504		60,416,251		57,914,703
Aggregate reserves for life and annuity contracts	45,321,010		43,928,249		43,223,475		38,935,399		37,541,225
Other liabilities	27,424,383		25,162,055		19,833,970		17,628,421		16,802,270
Total liabilities	72,745,393		69,090,304		63,057,445		56,563,820		54,343,495
Total capital and surplus	5,063,517		5,248,442		4,205,059		3,852,431		3,571,208

Management’s Discussion and Analysis of Financial Conditions and Results of Operation

Cautionary Statement Regarding Forward-Looking Statements

Overview

Analysis of Results of Operations—Years Ended December 31, 2022 and 2021

The following table presents the statutory results of operations for the periods indicated:


		Year Ended December 31,				% Change			Year Ended December 31,				% Change
(dollars in thousands)	(dollars in thousands)	2022		2021				(dollars in thousands)	2022		2021
Revenues:	Revenues:							Revenues:
Life premium	Life premium	$	1,998,424	$	2,903,919	-31	%	Life premium	$	1,998,424	$	2,903,919	-31	%
Annuity considerations	Annuity considerations	1,995,393		1,173,790		70	%	Annuity considerations	1,995,393		1,173,790		70	%
Net investment income	Net investment income	2,188,896		3,450,756		-37	%	Net investment income	2,188,896		3,450,756		-37	%
Other income	Other income	52,517		(1,925,247)		-103	%	Other income	52,517		(1,925,247)		-103	%
Total revenues	Total revenues	6,235,230		5,603,218		11	%	Total revenues	6,235,230		5,603,218		11	%
Benefits and Expenses:	Benefits and Expenses:							Benefits and Expenses:
Policyholder benefits	Policyholder benefits	3,151,700		3,260,079		-3	%	Policyholder benefits	3,151,700		3,260,079		-3	%
Change in policyholder reserves	Change in policyholder reserves	1,392,761		704,775		98	%	Change in policyholder reserves	1,392,761		704,775		98	%
Operating costs and other items	Operating costs and other items	876,196		786,727		11	%	Operating costs and other items	876,196		786,727		11	%
Transfers to interest maintenance reserve ceded	Transfers to interest maintenance reserve ceded	39,327		(513,281)		N/A		Transfers to interest maintenance reserve ceded	39,327		(513,281)		-108	%
Net transfers to (from) separate accounts	Net transfers to (from) separate accounts	99,500		256,724		-61	%	Net transfers to (from) separate accounts	99,500		256,724		-61	%
Total Benefits and Expenses	Total Benefits and Expenses	5,559,484		4,495,024		24	%	Total Benefits and Expenses	5,559,484		4,495,024		24	%
Operating results before Federal income taxes and realized capital gains (losses)	Operating results before Federal income taxes and realized capital gains (losses)	675,746		1,108,194		-39	%	Operating results before Federal income taxes and realized capital gains (losses)	675,746		1,108,194		-39	%
Federal income taxes	Federal income taxes	130,924		122,814		7	%	Federal income taxes	130,924		122,814		7	%
Operating results before realized gains (losses)	Operating results before realized gains (losses)	544,822		985,380		-45	%	Operating results before realized gains (losses)	544,822		985,380		-45	%
Realized gains (losses) net of federal income taxes	Realized gains (losses) net of federal income taxes	(32,478)		(28,783)		13	%	Realized gains (losses) net of federal income taxes	(32,478)		(28,783)		13	%
Net income	Net income	$	512,344	$	956,597	-46	%	Net income	$	512,344	$	956,597	-46	%

Operating results before Federal income taxes and realized capital gains (losses) decreased 39% for the twelve months ended December 31, 2022 compared to the twelve-month period ended December 31, 2021. This decrease is primarily attributable to lower investment income from alternative investments and a reduction in earnings from company owned life insurance. In addition, earnings were impacted by lower equity markets which resulted in lower hedge proceeds relative to the increase in reserves on index products in 2022 compared to 2021. On October 1, 2021 the Company entered into a funds withheld coinsurance agreement with SFG Bermuda, an affiliated company domiciled in Bermuda. Under this indemnity agreement, the Company ceded 100% of certain fixed index annuity policies issued prior to October 1, 2021. The Company also cedes 80% of fixed index annuity policies issued on or after October 1, 2021 as well as 80% of MYGA policies issued on or after July 1, 2022. The Company recognized reserve credits of $6,953 million under this agreement as of December 31, 2022. The premium ceded in 2022 was $3,789 million.

Net income decreased 46% in 2022 compared to 2021. This decrease was driven by the same factors that impacted operating results in 2022 compared to 2021 as described in the previous paragraph.

Revenues

Total revenues increased 11% in the twelve months ended December 31, 2022 compared to the twelve months ended December 31, 2021. Following is a discussion of the primary contributors to this increase.

Life insurance premiums decreased 31%. This decrease was primarily due to decrease in sales of bank owned life insurance. Annuity considerations in 2022 were 70% higher than 2021. This increase was primarily due to a $2.9 million ceded premium recorded in 2021 associated with the reinsurance of an inforce block of fixed indexed annuities to SFG Bermuda. Direct premiums increased in 2022 due to higher sales of fixed indexed annuities and multi-year guarantee annuities and an increase in issuance of new Pension Risk Transfer (“PRT”) policies.

Net investment income decreased 37% in the 2022 period compared to 2021. The following table provides a summary of the components of net investment income:

~~107~~92


	Year Ended December 31,				% Change
(dollars in thousands)	2022		2021
Revenues:
Bonds	$	2,351,761	$	2,313,227	2	%
Preferred stocks	88,961		79,100		12	%
Common stocks	15,105		13,208		14	%
Mortgage loans	183,527		188,120		-2	%
Real estate	6,525		10,074		-35	%
Policy loans	23,969		21,190		13	%
Cash and short-term investments	6,106		2,397		155	%
Derivative instruments	(403,530)		764,920		-153	%
Other invested assets	197,483		289,754		-32	%
Other investment income	3,283		2,318		42	%
Total gross investment income	2,473,190		3,684,308		-33	%
Less: investment expenses	284,294		233,552		22	%
Net investment income	$	2,188,896	$	3,450,756	-37	%

The decrease in 2022 is primarily attributable to an decrease in income from derivative instruments. Derivative instruments primarily consist of derivatives purchased to economically hedge our exposure to fixed indexed annuity and universal life insurance policyholder obligations. Midland National recognizes index options and futures payouts as investment income. This income is also impacted by a corresponding increase in policyholder reserves. Index option and futures payouts decreased in 2022 compared to 2021 due to the relative decrease in annual returns on equity market indices during 2022 compared to 2021. Excluding derivative instruments, net investment income decreased 3% in 2022 compared to 2021. The decrease in net investment income, excluding derivative instruments, is attributable to decreased earnings from other invested assets and from indexed linked securities reported as bonds, partially offset by higher levels of invested assets.

The increase in other income is attributable to a smaller reserve adjustment on reinsurance ceded in 2022 (negative -$304 million) compared to 2021 (negative $1,577 million). The reserve adjustments on reinsurance ceded relate to surrender activity on a closed block of annuities reinsured through a modified coinsurance agreement with an unaffiliated party and the decrease in other income related to this item is offset by a corresponding increase in net policy outflows ceded on the block reinsured. These increases were offset by decrease in earnings from MNL’s company owned life insurance (income of $33 million in 2022 compared to $176 million in 2021).

Benefits and Expenses

Policyholder benefits decreased 3% in 2022 compared to 2021. This was primarily attributable to a decline in net surrenders on annuities and a decline in life insurance death benefits incurred. Surrender and withdrawal benefits are offset by a corresponding decrease in policyholder reserves. The life death benefits result in an impact to operating earnings by the amount of benefit paid above the amount of policyholder reserve released, net of reinsurance.

Change in policyholder reserves increased 98% in 2022 compared to 2021. The increase in FIA, MYG and PRT sales in 2022 resulted in a larger increase in reserves. The $3,789 million of reinsurance premium ceded to SFG Bermuda during 2022 generated a reduction of reserve, and lower bank owned life and corporate owned life insurance sales in 2022 resulted in a lower increase in reserves relative to 2021.

Operating costs and other items increased 11% in 2022 compared to 2021. This is primarily due to increases in salaries and other costs associated with growth related initiatives of the Company and higher commissions due to increases in life and annuity sales.

Within the funds withheld coinsurance treaty with an affiliate, SFG Bermuda, the Company recognized realized gains(losses) ceded of ($52) million and $649 million, respectively in 2022 and 2021 , which was reported as a component of other income in revenue. The Company also recognized transfers to interest maintenance reserve (“IMR”) ceded of $39 million and ($513) million in 2022 and 2021, respectively associated with the coinsurance of any IMR generated from net realized losses/gains generated on the assets in the funds withheld portfolio. The remaining unamortized ceded IMR balance of $393 million associated with this treaty is reported as a component of interest maintenance reserve in the statement of admitted assets, liabilities and capital and surplus as of December 31, 2022.

Net transfers to (from) separate accounts were $100 million in 2022 compared to $257 million in 2021, due to a decrease in variable annuity premium in 2022. Transfers to (from) separate accounts consist of the net transfer of premiums and benefits related to our

~~108~~

Federal Income Taxes

The effective Federal income tax rate applicable to operations in 2022 was 4% compared to 14% in 2021. The decrease in the effective tax rate is primarily attributable to the impact of the tax credit bonds held and tax exempt income.

Realized Gains (Losses) Net of Federal Income Taxes

Realized losses net of federal income taxes in 2022 were $32 million compared to losses of $29 million in 2021. For statutory reporting purposes, realized gains (losses) reported on the statement of operations are net of gains and losses transferred to the Interest Maintenance Reserve (“IMR”). Amounts transferred to IMR, which is a liability reported in the statement of financial position, are gains and losses resulting from changes in interest rates and are amortized into operations over the estimated remaining lives of the securities sold. Gains and losses reported in the statement of operations are credit and non-interest related. The losses reported in 2022 and 2021 were primarily due to other than temporary impairments taken during 2022 that were driven by residual impacts in the aircraft sector, emerging market, high yield and privately placed direct lending credit exposure deterioration as well as an intent to sell a specific subset of securities prior to recovery. The losses reported in 2021 are primarily related to emerging market credit exposure deterioration and residual impacts in the aircraft sector from the post-pandemic era.

Liquidity and Capital Resources

Liquidity

Cash inflows consist primarily of premiums and deposits on insurance and annuity products, investment income and proceeds from sales or maturities of investments. Cash outflows consist primarily of benefits to policyholders and beneficiaries, payments for policy and contract surrenders, dividends to Sammons Financial Group, payments for investments acquired, operating expenses and taxes.

Midland National structures its investment portfolio to provide liquidity for timely payment of policy benefits, operational expenses and other obligations such as dividends. Midland National’s cash and short-term invested assets were $1,709 million and $722 million at December 31, 2023 and December 31, 2022, respectively.

Net cash (used) provided by operating activities was $(1,235) million and $1,451 million for the years ended December 31, 2023 and December 31, 2022, respectively. Net cash flow from operating activities primarily consists of net investment income and premium receipts from insurance contracts less benefit payments, operating expenses and income taxes. The ~~increase~~decrease in cash ~~provided~~used by operating activities in 2022 is primarily due ~~a reduction in surrenders, deaths and benefits paid to policyholders and~~ an increase in ~~ceding allowances received~~surrenders of a block of three year multi-year guarantee (MYG) fixed annuities sold during 2020 that reached the end of their guarantee period in 2023 and increases in surrenders on ~~reinsurance ceded, partially offset~~bank and credit owned life insurance. Cash provided by ~~a reduction in~~sales of indexed annuities and other products exceeded cash ~~flow from~~outflows on those products. Net cash provided by investment income ~~from~~including derivatives used to hedge indexed life and annuity ~~liabilities.~~liabilities increased in 2023 compared to 2022 due to higher interest rates and higher derivative cash flow due to higher equity markets associated with indexed life and annuity policyholder allocations.

Cash flow ~~from~~provided (used) by investments was $957 million in 2023 and $(4,903) million in 2022. The increase is driven by the purchase or sales of investments of cash generated or used by operating and financing activities and to increase the balance in cash and short-term investments in 2023 compared to 2022.

Cash flow provided by financing activities was $1,264 million and $2,145 million for the years ended December 31, 2023 and 2022, respectively. The decrease in cash flow in 2023 was primarily due to a smaller increase in the funds withheld ~~balance attributed continued ceded premium to SFG Bermuda, which offset ceded premium in operating activities partially offset by net outflows~~balances, primarily on ~~deposit type contracts and dividends paid. The increase of cash in 2022 was primarily due to an increase in the funds withheld balance attributed to the execution of~~ the SFG Bermuda treaty ~~which~~due to a decrease in premiums ceded under that agreement in 2023 compared to 2022. This is offset by ceded premium reported in operating activities.

Midland National is a member of the FHLB of Des Moines. The FHLB membership provides the Company a borrowing facility with access to low cost funding. As members of the FHLB, Midland National is required to purchase and hold the FHLB common stock. In addition, Midland National is required to purchase activity common stock equal to 5% of outstanding borrowings. As of December 31, 2023, Midland National owned a total of $148 million of membership and activity common stock of the FHLB.

The Company utilizes the FHLB borrowing ability as a source of funding to complement its security lending program. The Company had total outstanding borrowings from the FHLB of $3,073 million at December 31, 2023 and December 31, 2022. These borrowings are fully secured by assets pledged as collateral to the FHLB. The total borrowing capacity available to the Company is dependent on the type and amount of assets eligible to be pledged as collateral. The Company believes it has sufficient assets available to be pledged as collateral to meet any unexpected liquidity need in the foreseeable future.

The Company utilizes a security lending program (primarily repurchase agreements) to enhance investment income. This program could be used as a source of short-term funds if the need arose. As of December 31, 2023 and December 31, 2022, the Company had outstanding repurchase agreements of $4,766 million and $4,806 million, respectively. The repurchase agreements involve the sale of

~~109~~

securities and an agreement to repurchase the same securities at a later date at an agreed-upon price. Our policy requires that, at all times during the term of the repurchase agreements, cash or other types of collateral provided is sufficient to allow the counterparty to fund substantially all of the cost of purchasing replacement assets. The cash proceeds received under these repurchase agreements are typically invested in fixed income securities. The Company accounts for these transactions as secured borrowings, where the amount borrowed is tied to the fair value of the underlying collateral securities. The collateral for these agreements is reported in bonds in the balance sheet of the Company. Iowa, the state of domicile for the Company, limits the amount of securities lending to 10% of policyholder legal reserves. As of December 31, 2023, Midland National’s securities lending was 10.72% of policyholder legal reserves.

At December 31, 2023 Midland National had outstanding capital commitments to limited partnerships of $1,146 million.

Insurance Policyholder Liabilities

Liquidity needs vary by product. Factors that affect each product’s need for liquidity include interest rate levels, contract size, competitive products, termination or surrender charges, market value adjustments, federal income taxes, benefit levels and level of underwriting risk. To help assure that obligations will be met when they fall due, the Company uses asset/liability cash flow management techniques that take into consideration current and total investment return requirements, asset and liability durations, risk tolerance, and cash flow requirements. The Company closely monitors the general account to assess asset/liability matching and to modify investment strategies and rebalance investment portfolio durations as necessary. The fair values for liabilities under all insurance contracts are taken into consideration in the overall management of interest rate risk.

The Company’s product features enhance its liquidity position. Virtually all individual deferred annuity products and universal life products contain surrender charges for varying durations, reducing the risk that customers will seek withdrawals during the period surrender charges are in place. Surrender charges allow the Company to better plan the maturities of its invested assets by reducing the risk that future cash outflows will exceed anticipated levels. Also, 0%85% of the Company’s in-force annuity products (measured by reserves) at December 31, 2023 had a market value adjustment (“MVA”) that protects the Company when surrenders occur as a result of changes in market interest rates.

The following table provides a summary of statutory annuity reserves by withdrawal characteristics:(1)


		December 31, 2023					December 31, 2023
(dollars in millions)	(dollars in millions)	Annuity Reserve Amount		Percent of Total		(dollars in millions)	Annuity Reserve Amount		Percent of Total
Subject to discretionary withdrawal:	Subject to discretionary withdrawal:					Subject to discretionary withdrawal:
With fair value adjustment	With fair value adjustment	$	26,579,667	63	%	With fair value adjustment	$	26,579,668	64	%
At fair value	At fair value	2,227,994		5	%	At fair value	2,227,994		5	%
At book value less surrender charge of 5% or more	At book value less surrender charge of 5% or more	61,634		—	%	At book value less surrender charge of 5% or more	61,634		0	%
Total with adjustment or fair value	Total with adjustment or fair value	28,869,295		69	%	Total with adjustment or fair value	28,869,296		69	%
At book value without adjustment	At book value without adjustment	11,243,510		27	%	At book value without adjustment	11,243,510		27	%
Not subject to discretionary withdrawal	Not subject to discretionary withdrawal	1,816,732		4	%	Not subject to discretionary withdrawal	1,816,733		4	%
Total	Total	41,929,538		100	%	Total	41,929,539		100	%
Reinsurance ceded	Reinsurance ceded	10,673,187				Reinsurance ceded	10,673,187
Total net of reinsurance	Total net of reinsurance	$	31,256,351			Total net of reinsurance	$	31,256,352

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

~~122~~106

~~AUDITED~~ F

MIDLAND NATIONAL LIFE INSURANCE COMPANY

(a wholly owned subsidiary of Sammons Financial Group, Inc.)

FINANCIAL STATEMENTS – STATUTORY BASIS AND SUPPLEMENTAL SCHEDULES

FOR THE YEARS ENDED DECEMBER 31, 2023, 2022 and 2021

107


MIDLAND NATIONAL LIFE INSURANCE COMPANY (a wholly owned subsidiary of Sammons Financial Group, Inc.) TABLE OF CONTENTS DECEMBER 31, 2023, 2022 and 2021


			Page(s)
Midland National Life Insurance Company
Financial Statements
Report of Independent Auditors			109
Statements of Admitted Assets, Liabilities and Capital and Surplus- Statutory Basis			111
Statements of Operations- Statutory Basis			112
Statements of Changes in Capital and Surplus- Statutory Basis			113
Statements of Cash Flow- Statutory Basis			114
Notes to Statutory Financial Statements- Statutory Basis			115

108

Report of Independent Auditors

~~[To Be Provided By Amendment]~~

To the Board of Directors and Management of Midland National Life Insurance Company

Opinions

We have audited the accompanying statutory basis financial statements of Midland National Life Insurance Company (the “Company”), which comprise the statements of admitted assets, liabilities and capital and surplus - statutory basis as of December 31, 2023, and 2022, and the related statements of operations – statutory basis, changes in capital and surplus – statutory basis, and of cash flows- statutory basis for each of the three years in the period ended December 31, 2023, including the related notes (collectively referred to as the “financial statements”).

Unmodified Opinion on Statutory Basis of Accounting

In our opinion, the accompanying financial statements present fairly, in all material respects, the admitted assets, liabilities and capital and surplus – statutory basis of the Company as of December 31, 2023, and 2022, and the results of its operations and its cash flows – statutory basis for each of the three years in the period ended December 31, 2023, in accordance with the accounting practices prescribed or permitted by the Iowa Insurance Division described in Note 1.

Adverse Opinion on U.S. Generally Accepted Accounting Principles

In our opinion, because of the significance of the matter discussed in the Basis for Adverse Opinion on

U.S. Generally Accepted Accounting Principles section of our report, the accompanying financial statements do not present fairly, in accordance with accounting principles generally accepted in the United States of America, the financial position of the Company as of December 31, 2023 and 2022, or the results of its operations or its cash flows for each of the three years in the period ended December 31, 2023.

Basis for Opinions

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

Basis for Adverse Opinion on U.S. Generally Accepted Accounting Principles

As described in Note 1 to the financial statements, the financial statements are prepared by the Company on the basis of the accounting practices prescribed or permitted by the Iowa Insurance Division, which is a basis of accounting other than accounting principles generally accepted in the United States of America.

The effects on the financial statements of the variances between the statutory basis of accounting described in Note 1 and accounting principles generally accepted in the United States of America, although not reasonably determinable, are presumed to be material.

109

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with the accounting practices prescribed or permitted by the Iowa Insurance Division. Management is also responsible for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

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

Auditors’ Responsibilities for the Audit of the Financial Statements

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

In performing an audit in accordance with US GAAS, we:

•Exercise professional judgment and maintain professional skepticism throughout the audit.

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

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

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

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

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

Des Moines, Iowa

April 15, 2024

110


MIDLAND NATIONAL LIFE INSURANCE COMPANY (a wholly owned subsidiary of Sammons Financial Group, Inc.) STATEMENTS OF ADMITTED ASSETS, LIABILITIES AND CAPITAL AND SURPLUS - STATUTORY BASIS AS OF DECEMBER 31, 2023 and 2022 (Dollars in Thousands, except par value)


	2023		2022
ADMITTED ASSETS
Bonds	$	54,716,780	$	56,710,124
Stocks
Preferred	986,390		1,653,807
Common - subsidiaries	890,229		264,909
Common - other	247,960		309,008
Mortgage loans	3,790,420		3,835,425
Real estate	98,402		99,050
Policy loans	528,710		459,745
Cash, cash equivalents and short-term investments	1,709,358		722,450
Receivable for securities	11,171		4,686
Derivative instruments	641,206		621,508
Other invested assets	4,605,249		3,825,725
Total cash and invested assets	68,225,875		68,506,437
Policy premiums due, deferred or uncollected	171,900		169,886
Accrued investment income	534,434		621,057
Current federal income tax receivable	263,886		113,935
Net deferred tax asset	358,793		387,692
Company owned life insurance	1,859,865		1,733,483
Admitted disallowed interest maintenance reserve	74,012		18,231
Other admitted assets	87,163		88,149
Separate account assets	6,655,453		6,170,040
Total admitted assets	$	78,231,381	$	77,808,910
LIABILITIES AND CAPITAL AND SURPLUS
Liabilities for future policy benefits	$	43,750,545	$	45,321,010
Liabilities for deposit-type contracts	443,181		479,550
Policy and contract claims	264,962		251,547
Other policyholder funds	2,973		3,001
Total policyholder liabilities	44,461,661		46,055,108
Amounts payable for reinsurance	30,353		26,065

Asset valuation reserve	734,535		590,241
Repurchase agreements, FHLB advances and collateral on derivatives	8,197,190		8,029,978
Payable for securities	140,165		182,503
Funds held under coinsurance	12,477,074		11,378,268
Derivative instruments	249,442		286,138
Accrued expenses and other liabilities	732,437		387,443

Separate account liabilities	6,309,931		5,809,649
Total liabilities	73,332,788		72,745,393
Capital and surplus
Common stock - $1 par value; 2,549,439 shares authorized, issued, and outstanding	2,549		2,549
Surplus notes	1,237,000		1,237,000
Additional paid-in capital	793,927		793,927
Other surplus funds	74,012		—
Unassigned surplus	2,791,105		3,030,041
Total capital and surplus	4,898,593		5,063,517
Total liabilities and capital and surplus	$	78,231,381	$	77,808,910

111


MIDLAND NATIONAL LIFE INSURANCE COMPANY (a wholly owned subsidiary of Sammons Financial Group, Inc.) STATEMENTS OF OPERATIONS – STATUTORY BASIS FOR THE YEARS ENDED DECEMBER 31, 2023, 2022 and 2021 (Dollars in Thousands)


	2023		2022		2021
REVENUES
Life insurance and annuity premiums and other considerations	$	4,516,010	$	4,001,982	$	4,091,787
Net investment income	2,340,965		2,188,896		3,450,756
Commissions and expense allowances on reinsurance ceded	310,311		447,227		243,438
Amortization of interest maintenance reserve (asset)	(9,005)		(5,181)		23,476
Reserve adjustments on reinsurance ceded	(278,686)		(303,636)		(1,576,570)
Investment income ceded - funds withheld reinsurance	(418,926)		(254,135)		(967,336)
Other income	251,333		160,077		337,667
Total revenues	6,712,002		6,235,230		5,603,218

BENEFITS AND EXPENSES
Life and annuity policy benefits	6,715,688		3,151,700		3,277,665
Increase (decrease) in liabilities for future life and annuity policy benefits	(1,570,465)		1,392,761		704,775
Commissions	504,352		499,681		434,736
General expenses	344,437		314,645		275,720
Insurance taxes, licenses and fees	38,130		61,870		76,271
Transfers to interest maintenance reserve ceded	22,238		39,327		(513,281)
Transfers to interest maintenance reserve - market value adjustments	12,221		—		(17,586)
Net transfers to separate accounts	12,272		99,500		256,724
Total benefits and expenses	6,078,873		5,559,484		4,495,024
Net gain from operations before federal income taxes and net realized capital losses	633,129		675,746		1,108,194
Federal income tax expense	29,816		130,924		122,814
Net gain from operations before net realized capital losses	603,313		544,822		985,380

Net realized capital losses	(282,080)		(32,478)		(28,783)

Net income	$	321,233	$	512,344	$	956,597

112


MIDLAND NATIONAL LIFE INSURANCE COMPANY (a wholly owned subsidiary of Sammons Financial Group, Inc.) STATEMENTS OF CHANGES IN CAPITAL AND SURPLUS – STATUTORY BASIS FOR THE YEARS ENDED DECEMBER 31, 2023, 2022 and 2021 (Dollars in Thousands)


	Common Stock		Surplus Notes		Additional Paid-In Capital		Other Surplus		Unassigned Surplus		Total Capital and Surplus
Balances at December 31, 2020	$	2,549	$	1,037,000	$	793,927	$	—	$	2,371,583	$	4,205,059
Net income	—		—		—		—		956,597		956,597
Change in net unrealized capital gains (losses)	—		—		—		—		(39,962)		(39,962)
Change in net deferred income tax	—		—		—		—		54,769		54,769
Change in nonadmitted assets	—		—		—		—		26,861		26,861
Change in liability for reinsurance in unauthorized and certified companies	—		—		—		—		(25)		(25)

Change in asset valuation reserve	—		—		—		—		(182,835)		(182,835)




Change in surplus as a result of reinsurance	—		—		—		—		464,272		464,272
Dividends to stockholder	—		—		—		—		(299,652)		(299,652)
OPEB SSAP92 adjustment	—		—		—		—		2,708		2,708
Change in accounting principle	—		—		—		—		60,650		60,650

Balances at December 31, 2021	2,549		1,037,000		793,927		—		3,414,966		5,248,442
Net income	—		—		—		—		512,344		512,344
Change in net unrealized capital gains (losses)	—		—		—		—		(299,475)		(299,475)
Change in net deferred income tax	—		—		—		—		80,458		80,458
Change in nonadmitted assets	—		—		—		—		(144,035)		(144,035)
Change in liability for reinsurance in unauthorized and certified companies	—		—		—		—		246		246

Change in asset valuation reserve	—		—		—		—		99,353		99,353
Surplus (contributed to) withdrawn from Separate Accounts during period	—		—		—		—		(10,000)		(10,000)
Other changes in surplus in Separate Accounts statement	—		—		—		—		10,000		10,000
Change in surplus notes	—		200,000		—		—		—		200,000

Change in surplus as a result of reinsurance	—		—		—		—		(66,063)		(66,063)
Dividends to stockholder	—		—		—		—		(574,000)		(574,000)
OPEB SSAP92 adjustment	—		—		—		—		6,247		6,247


Balances at December 31, 2022	2,549		1,237,000		793,927		—		3,030,041		5,063,517
Net income	—		—		—		—		321,233		321,233
Change in net unrealized capital gains (losses)	—		—		—		—		86,504		86,504
Change in net deferred income tax	—		—		—		—		(11,103)		(11,103)
Change in nonadmitted assets	—		—		—		—		(25,026)		(25,026)


Change in asset valuation reserve	—		—		—		—		(144,294)		(144,294)
Surplus (contributed to) withdrawn from Separate Accounts during period	—		—		—		—		80,321		80,321
Other changes in surplus in Separate Accounts statement	—		—		—		—		(70,517)		(70,517)


Change in surplus as a result of reinsurance	—		—		—		—		(65,644)		(65,644)
Dividends to stockholder	—		—		—		—		(320,000)		(320,000)
Change in admitted disallowed interest maintenance reserve	—		—		—		74,012		(74,012)		—
OPEB SSAP92 adjustment	—		—		—		—		20,100		20,100

Correction of error from prior periods	—		—		—		—		(36,498)		(36,498)
Balances at December 31, 2023	$	2,549	$	1,237,000	$	793,927	$	74,012	$	2,791,105	$	4,898,593

113


MIDLAND NATIONAL LIFE INSURANCE COMPANY (a wholly owned subsidiary of Sammons Financial Group, Inc.) STATEMENTS OF CASH FLOW – STATUTORY BASIS FOR THE YEARS ENDED DECEMBER 31, 2023, 2022 and 2021 (Dollars in Thousands)


	2023		2022		2021

OPERATING ACTIVITIES
Life insurance and annuity premiums and other considerations	$	4,517,150	$	3,996,937	$	4,088,513
Net investment income	2,235,897		1,974,329		3,243,915
Other income	357,530		433,394		875,971
Benefits paid	(6,961,809)		(3,421,869)		(4,850,647)
Net transfers to separate account	(11,717)		(95,057)		(257,988)
Insurance expenses paid	(1,313,859)		(1,165,497)		(1,708,220)
Federal income taxes paid	(57,757)		(271,633)		(172,760)
Net cash provided (used) by operating activities	(1,234,565)		1,450,604		1,218,784

INVESTING ACTIVITIES
Proceeds from investments sold, matured or repaid
Bonds	7,456,372		11,537,942		13,845,623
Preferred and common stocks	680,905		386,777		235,378
Mortgage loans	407,525		701,630		1,115,348

Other invested assets	295,808		268,929		705,944
Miscellaneous proceeds	5,476		49,373		99,393
Cost of investments acquired
Bonds	(5,542,615)		(15,668,480)		(18,064,480)
Preferred and common stocks	(711,564)		(225,116)		(862,211)
Mortgage loans	(382,133)		(873,182)		(358,167)
Real estate	(1,974)		(1,510)		(1,717)
Other invested assets	(1,085,829)		(911,304)		(1,303,835)
Miscellaneous applications	(95,602)		(124,756)		(110,536)
Net change in policy loans	(68,906)		(42,879)		(12,695)
Net cash provided (used) in investing activities	957,463		(4,902,576)		(4,711,955)

FINANCING ACTIVITIES
Surplus notes	—		200,000		—
Company owned life insurance	—		(400,000)		—
Capital and paid in surplus	—		—		175,000
Net change in collateral liability	207,158		(199,473)		55,077
Net change in repurchase agreements and FHLB advances	(39,947)		296,992		329,376
Net withdrawals on deposit-type contract	(55,671)		(123,118)		226,724
Dividends paid to stockholder	(320,000)		(574,000)		(299,652)
Net change in funds held under coinsurance	1,096,456		3,471,541		3,363,753
Net change in remittances and items not allocated	351,342		(564,169)		295,258
Other cash provided (used)	24,671		36,912		(70,664)
Net cash provided by financing activity and other sources	1,264,010		2,144,685		4,074,872

RECONCILIATION OF CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS
Net change in cash, cash equivalents and short-term investments	986,908		(1,307,287)		581,701
Cash, cash equivalents and short-term investments:
Beginning of year	722,450		2,029,737		1,448,036
End of year	$	1,709,358	$	722,450	$	2,029,737


SUPPLEMENTAL CASH FLOW
Non-cash transactions:

Capitalized Interest	$	63,298	$	31,370	$	50,111

114


MIDLAND NATIONAL LIFE INSURANCE COMPANY (a wholly owned subsidiary of Sammons Financial Group, Inc.) NOTES TO FINANCIAL STATEMENTS – STATUTORY BASIS AS OF DECEMBER 31, 2023, 2022 and 2021 (Dollars in Thousands)

1.NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES AND PROCEDURES

Organization

Midland National Life Insurance Company (“Midland National” or the “Company”) is a stock life insurance company domiciled in the state of Iowa. The Company operates predominantly in the individual life and annuity business of the life insurance industry and is licensed to operate in 49 states, the District of Columbia, and several U.S. territories. The Company is a wholly owned subsidiary of Sammons Financial Group, Inc. (“SFG”), which is a wholly owned subsidiary of Sammons Enterprises, Inc. (“SEI”). MNL Reinsurance Company (“MNL Re”), Solberg Reinsurance Company (“Solberg Re”) and Canal Reinsurance Company (“Canal Re”), subsidiaries of Midland National, are captive reinsurance companies domiciled in Iowa, and New Roots M Trust (“NRMT”) and Stone Roots M Trust (“SRMT”), are investment subsidiaries of Midland National. The Company is affiliated through common ownership with North American Company for Life and Health Insurance (“North American”), including its subsidiaries New Roots N Trust ("NRNT") and Stone Roots N Trust ("SRNT"), Sammons Securities, Inc. (“Sammons Securities”), Sammons Institutional Group, Inc. (“SIG”), Sammons Financial Network, LLC (“SFN”), SFG Tenura, LLC (“Tenura”), Heyday Insurance Agency, LLC (“Heyday”), Beacon Capital Management, Inc. (“Beacon”), SFG Bermuda, LTD (“SFG Bermuda”), Property Disposition, Inc. (“PDI”), SFG Asset Management, LLC ("SFGAM"), SFG Fortuna ("Fortuna"), NorthRock Partners Holdco, LLC ("NorthRock"), and Sammons Financial Group Wealth Management Holdings, LLC (“SFGWM”).

Basis of presentation

The Company is domiciled in Iowa and prepares its statutory basis financial statements in accordance with accounting practices prescribed or permitted by the Iowa Insurance Division. Prescribed statutory accounting practices ("SAP") include state laws, regulations and general administrative rules, as well as a variety of publications of the National Association of Insurance Commissioners (“NAIC”), including the NAIC Annual Statement Instructions, and the NAIC Accounting Practices and Procedures Manual (“NAIC SAP”). The NAIC SAP was promulgated within a set of approved and published Statements of Statutory Accounting Principles (“SSAP”). Permitted practices encompass all accounting practices not so prescribed. The Company’s capital and surplus was adequate for regulatory purposes prior to the effect of the prescribed practices described below and would not have been subject to a risk-based capital triggering event. The Company’s financial statements reflect the following prescribed practices in 2023, 2022 and 2021:

a.Iowa Bulletin 07-06 – In 2006 the Commissioner of Insurance of the State of Iowa issued Bulletin 07-06 that allows a prescribed practice for Iowa domiciled companies. This prescribed practice instructs insurance companies to use other than market value for assets held in separate accounts where general account guarantees are present on such separate accounts. Based on this prescribed practice the Company adopted Bulletin 07-06 in 2006 and presents the assets on its Bank-Owned Life Insurance (“BOLI”), Pension Risk Transfer (“PRT”) and Registered Index-Linked Annuity (“RILA”) Separate Accounts at amortized cost except for derivatives in the RILA separate account that are presented at market value. The impact of applying this prescribed practice had no impact on 2023 statutory net income; however, capital and surplus as of December 31, 2023 is increased by $253,580 as a result of this prescribed practice. The impact of applying this prescribed practice had no impact on 2022 statutory net income; however, capital and surplus as of December 31, 2022 is increased by $358,693 as a result of this prescribed practice. The impact of applying this prescribed practice had no impact on 2021 statutory net income; however, capital and surplus as of December 31, 2021 is decreased by $232,837 as a result of this prescribed practice.

115


MIDLAND NATIONAL LIFE INSURANCE COMPANY (a wholly owned subsidiary of Sammons Financial Group, Inc.) NOTES TO FINANCIAL STATEMENTS – STATUTORY BASIS AS OF DECEMBER 31, 2023, 2022 and 2021 (Dollars in Thousands)

b.Iowa Administrative Code 191 – Chapter 97, “Accounting for Certain Derivative Instruments Used to Hedge the Growth in Interest Credited for Indexed Insurance Products and Accounting for the Indexed Insurance Products Reserve” (“IAC 191-97”). This prescribed practice allows insurance companies domiciled in Iowa to account for eligible derivative assets at amortized cost, if the insurance company can demonstrate it meets the criteria for an economic hedge. Eligible derivative assets include call or put options that are purchased to hedge the growth in interest credited to an indexed product as a direct result of changes in the related external index or indices, or call or put options that are written to offset all or a portion of a purchased call or put option. Other derivative instruments such as index futures, swaps and swaptions that may be used to hedge the growth in interest credited to the policy as a direct result of changes in the related indices would still be accounted for at fair value since an amortized cost for those instruments does not exist. IAC 191-97 also prescribes that insurance companies determine indexed annuity reserve calculations based on the Guideline 35 Reserve assuming the fair value of the call option(s) associated with the current index term is zero, regardless of the observable market for such option(s). At the conclusion of the index term, credited interest is reflected in the reserve as realized, based on actual index performance. This prescribed accounting practice must be applied to both the indexed reserves and the call/put options used to hedge indexed insurance products. The impact of applying this prescribed practice decreased the Company’s statutory net income for the year ended December 31, 2023 by $348,606 and the cumulative effect on capital and surplus at December 31, 2023 was a decrease of $276,991. The impact of applying this prescribed practice increased the Company’s statutory net income for the year ended December 31, 2022 by $306,761 and the cumulative effect on capital and surplus at December 31, 2022 was an increase of $71,615. The impact of applying this prescribed practice increased the Company’s statutory net income for the year ended December 31, 2021 by $16,763 and the cumulative effect on capital and surplus at December 31, 2021 was a decrease of $235,146.

Under either the NAIC basis or the IAC 191-97, the Company elects to establish a voluntary reserve to offset the timing mismatch between the derivative instruments and the hedged liabilities, if that mismatch results in an increase in surplus. Under the IAC 191-97, a timing mismatch occurs related to the emergence of earnings. The impact of equity markets is reflected in investment income from futures during the policyholder’s contract years, but is not reflected in the reserve until the policy anniversary, at which time the index credit is applied to the account value. The voluntary reserve established as of December 31, 2023 is $6,374 which offsets the portion of investment income on futures that has been determined to represent earnings that will be used to fund index credits that have not yet been applied to policy account balances. This eliminates the mismatch of the assets and the liabilities calculated in accordance with IAC 191-97. Under the NAIC basis, a voluntary reserve of $283,365 would have been established as of December 31, 2023 to eliminate the timing mismatch of the assets and liabilities. The impact of applying this prescribed practice, net of the effect of the difference between the above mentioned voluntary reserve and the voluntary reserve that would have been established without the prescribed practice resulted in a decrease to the Company’s statutory net income of $71,615 year ended December 31, 2023 and there was no cumulative impact on the Company’s capital and surplus at December 31, 2023. The voluntary reserve established as of December 31, 2022 was $0 as the timing mismatch between the futures and the hedged liabilities resulted in a $1,370 decrease to the Company’s statutory net income and surplus calculated in accordance with IAC 191-97. Under the NAIC basis, a voluntary reserve of $0 would have been established as of December 31, 2022 as the timing mismatch between futures and hedged liabilities would have resulted in a $72,985 decrease to the Company’s statutory net income and surplus. The impact of applying this prescribed practice, net of the effect of the difference between the above mentioned voluntary reserve and the voluntary reserve that would have been established without the prescribed practice resulted in an increase to the Company’s statutory net income of $71,615 for the year ended December 31, 2022 and increased the Company’s capital and surplus by $71,615 at December 31, 2022. The voluntary reserve established as of December 31, 2021 is $117,560 which offsets the portion of investment income on futures that has been determined to represent earnings that will be

116


MIDLAND NATIONAL LIFE INSURANCE COMPANY (a wholly owned subsidiary of Sammons Financial Group, Inc.) NOTES TO FINANCIAL STATEMENTS – STATUTORY BASIS AS OF DECEMBER 31, 2023, 2022 and 2021 (Dollars in Thousands)

used to fund index credits that have not yet been applied to policy account balances. This eliminates the timing mismatch of the assets and liabilities calculated in accordance with IAC 191-97. Under the NAIC basis, a voluntary reserve of $352,707 would have been established as of December 31, 2021 to eliminate the timing mismatch of the assets and liabilities. The impact of applying this prescribed practice, net of the effect of the difference between the above mentioned voluntary reserve and the voluntary reserve that would have been established without the prescribed practice resulted in no impact to the Company’s statutory net income for the year ended December 31, 2021 and there was no cumulative impact to the Company’s capital and surplus at December 31, 2021.

c.Iowa Administrative Code 191 – Chapter 43, “Annuity Mortality Tables For Use in Determining Reserve Liabilities For Annuities” (“IAC 191-43”) allows a prescribed practice for Iowa domiciled companies. This prescribed practice allows insurance companies domiciled in Iowa to use the Annuity 2000 Mortality Table for determining the minimum standard of valuation for annuities issued during 2015. SSAP 51 requires the 2012 Individual Annuity Reserving (“IAR”) Mortality Table for determining the minimum standard of valuation for annuities issued on or after January 1, 2015. The impact of applying this prescribed practice increased the Company’s statutory net income for the year ended December 31, 2023 by $150 and the cumulative effect on capital and surplus at December 31, 2023 was an increase of $20,326. The impact of applying this prescribed practice increased the Company’s statutory net income for the year ended December 31, 2022 by $1,247 and the cumulative effect on capital and surplus at December 31, 2022 was an increase of $20,176. The impact of applying this prescribed practice decreased the Company’s statutory net income for the year ended December 31, 2021 by $38,342 and the cumulative effect on capital and surplus at December 31, 2021 was an increase of $18,929.

117


MIDLAND NATIONAL LIFE INSURANCE COMPANY (a wholly owned subsidiary of Sammons Financial Group, Inc.) NOTES TO FINANCIAL STATEMENTS – STATUTORY BASIS AS OF DECEMBER 31, 2023, 2022 and 2021 (Dollars in Thousands)

The following table compares the Company’s statutory income and capital and surplus according to the NAIC practices to those prescribed by the State of Iowa:


	For the years ended December 31,
	2023		2022		2021
Net Income:
(1) Midland National state basis	$	321,233	$	512,344	$	956,597
(2) State prescribed practice that increase(decrease) NAIC SAP:
(a) Economic hedge of call option derivative assets (IAC 191-97)	(348,606)		306,761		16,763
(b) Deferral of 2012 annuity mortality table (IAC 191-43)	150		1,247		(38,342)
(3) NAIC SAP (1-2=3)	$	669,689	$	204,336	$	978,176

Surplus:
(4) Midland National state basis	$	4,898,593	$	5,063,517	$	5,248,442
(5) State prescribed practices that increase(decrease) NAIC SAP:
(a) Book value of separate account assets (Bulletin 07-06)	253,580		358,693		(232,837)
(b) Economic hedge of call option derivative assets (IAC 191-97)	(276,991)		71,615		(235,146)
(c) Deferral of 2012 annuity mortality table (IAC 191-43)	20,326		20,176		18,929
(6) NAIC SAP (4-5=6)	$	4,901,678	$	4,613,033	$	5,697,496

The Company has coinsurance agreements with MNL Re, Solberg Re and Canal Re, which are affiliated limited purpose subsidiary life insurance companies. The Company recognizes reserve credits under these agreements. The reserve credits at MNL Re, Solberg Re and Canal Re are supported by contingent note guarantees ("LLC Notes"). The LLC Notes held by MNL Re, Solberg Re and Canal Re function in a manner similar to a standby letter of credit and which the Company is a beneficiary, are admitted assets under Iowa prescribed practice and the surplus generated by the prescribed practice has been retained in the carrying value of MNL Re, Solberg Re and Canal Re. Under NAIC Accounting principles, the LLC Notes would be non-admitted assets.

The impact of the Company’s limited purpose subsidiary life insurance companies applying this prescribed practice has no impact the Company’s statutory net income but the cumulative effect on the Company's capital and surplus was an increase of $1,720,567, $2,191,125, and $2,306,047 as of December 31, 2023, 2022, and 2021, respectively.

If the Company’s subsidiaries had not utilized this prescribed practice, the result would not have triggered a regulatory event at the Company.

The Company’s investment in MNL Re, Solberg Re and Canal Re at December 31, 2023 was $99,864, $60,555 and $71,368, respectively. If the Company’s subsidiaries had not used this prescribed practice, the Company’s investment in MNL Re, Solberg Re and Canal Re at December 31, 2023, respectively, would have been negative $636,970, negative $465,266 and negative $386,545.

The Company reports investment income ceded on funds withheld coinsurance as part of revenue in the statements of operations. Under SAP, investment income ceded on funds withheld coinsurance should be reported as an expense. The difference in presentation does not impact the Company’s statutory net income nor the Company’s capital and surplus. The Iowa Insurance Division does not object to the Company’s presentation of investment income ceded on funds withheld coinsurance.

SAP differs in some respects from accounting principles generally accepted in the United States (“GAAP”). The more significant of these differences are as follows:

118


MIDLAND NATIONAL LIFE INSURANCE COMPANY (a wholly owned subsidiary of Sammons Financial Group, Inc.) NOTES TO FINANCIAL STATEMENTS – STATUTORY BASIS AS OF DECEMBER 31, 2023, 2022 and 2021 (Dollars in Thousands)

•Acquisition costs of acquiring new business are charged to current operations as incurred rather than deferred and amortized over the life of the policies;

•Policy reserves on traditional life products are based on statutory mortality and interest rates which may differ from reserves based on expected mortality, interest and withdrawals which include a provision for possible unfavorable deviation from such assumptions. In addition, SAP requires additional reserves according to actuarial guidelines that are not required for GAAP;

•Policy reserves on universal life and investment products are based on discounting methodologies utilizing statutory interest rates rather than interest rates used to calculate full account values. In addition, SAP requires additional reserves according to actuarial guidelines that are not required by GAAP;

•Changes in deferred tax assets (“DTAs”) are recorded directly to surplus as opposed to being an item of income tax benefit or expenses for GAAP. Admittance testing may result in a charge to surplus for non-admitted portions of DTAs;

•An Interest Maintenance Reserve (“IMR”) liability, prescribed by the NAIC, reflects the net accumulated unamortized realized capital gains and losses, net of tax, attributable to changes in market interest rates. Such gains and losses are deferred into the reserve when incurred, rather than recognized as gains or losses in the statement of operations, then amortized back into operations over the expected remaining period to maturity of the investment that was sold. When cumulative capital losses exceed capital gains, a negative IMR liability occurs in which case admittance is subject to certain restrictions. surplus. There were non-admitted IMR assets of $19,106 and $0 recorded at 2023 and 2022, respectively;

•An Asset Valuation Reserve (“AVR”) liability has been recorded in accordance with the formula prescribed by the NAIC which represents a provision for future impairments of bonds, equity securities, mortgage loans, real estate and other invested assets including temporary declines in the estimated realizable value of such investments. Changes in the AVR reserve are charged directly to unassigned surplus;

•Under SAP, certain assets designated as “non-admitted assets” are excluded from the statements of admitted assets, liabilities and capital and surplus and are charged directly to statutory unassigned surplus as follows:


	2023		2022		Changes in 2023
Policy loans	$	1,442	$	1,501	$	(59)
Other invested assets	—		329		(329)
Agents' balances	13,860		13,040		820
Amounts recoverable from reinsurers	655		7,600		(6,945)
Net deferred tax asset	216,747		242,738		(25,991)
Electronic data processing equipment	58,238		33,128		25,110
Furniture and equipment	945		1,139		(194)
Other assets	90,280		57,666		32,614
Total nonadmitted assets	$	382,167	$	357,141	$	25,026

Under GAAP, such assets would be recorded at their net realizable or book value;

119


MIDLAND NATIONAL LIFE INSURANCE COMPANY (a wholly owned subsidiary of Sammons Financial Group, Inc.) NOTES TO FINANCIAL STATEMENTS – STATUTORY BASIS AS OF DECEMBER 31, 2023, 2022 and 2021 (Dollars in Thousands)

•For universal life and investment products, revenues consist of premiums received rather than policy charges for the cost of insurance, policy administration charges, amortization of policy initiation fees and surrender charges assessed; benefits consist of amounts incurred rather than the excess of the benefits incurred over the policy account value released;

•Available-for-sale and trading bonds rated by the NAIC as five or higher are reported at amortized cost rather than fair value. Available-for-sale and trading bonds rated by the NAIC as six are reported at the lower of amortized cost or fair value with changes in fair value reported as a change in surplus. Credit impairments directly reduce the amortized cost of the impaired securities. Under GAAP reporting, available-for-sale and trading bonds are reported at fair value. For available-for-sale securities, changes in fair value due to drivers other than credit are presented as a component of other comprehensive income. An allowance for expected credit losses is recognized against potentially credit impaired securities with the change in the allowance recognized as a component of net income. All changes in the fair value of trading securities are recognized as a component of net income;

•Redeemable preferred stocks rated three or higher are reported at amortized cost. Redeemable preferred stocks rated by the NAIC as four or lower are reported at the lower of amortized cost or fair value with changes in fair value reported as a change in surplus. Under GAAP, redeemable preferred stocks are reported at fair value with changes in fair value presented as a component of other comprehensive income. Perpetual preferred stocks are carried at fair value not to exceed the current effective call price, regardless of NAIC designations. Unrealized gains and losses are recognized in surplus. Under GAAP, perpetual preferred stocks are reported at fair value with change in fair value presented as a component of earnings;

•Common stocks, other than common stocks of affiliates, are reported at fair value with changes in fair value reported as a change in surplus. Under GAAP, common stocks, other than common stocks of affiliates, are reported at fair value with changes in fair value presented as a component of net income;

•Common stock of subsidiaries is recorded based on the underlying audited statutory equity of the respective entity’s financial statements. GAAP requires consolidation of subsidiaries;

•The assets and liabilities for reinsurance transactions are generally recorded on a net basis versus a gross basis for GAAP;

•In accordance with IAC 191-97, option derivative instruments that hedge the growth in interest credited to the hedged policy as a direct result of changes in the related indices are carried on the statutory statements of admitted assets, liabilities and capital and surplus at amortized cost and any amortization or proceeds from terminated or expired options is reported in income. Other derivative instruments, such as index futures that are used to hedge the growth in interest credited to the hedged policy as a direct result of changes in the related indices, are carried at fair value since an amortized cost for these instruments does not exist and the change in fair values is reported as income. Other derivative instruments not qualifying for hedge accounting are carried at fair value with changes in the fair value being recorded directly to unassigned surplus. Derivative instruments not qualifying for hedge accounting are carried on the GAAP balance sheet at fair value, with changes in fair value recognized through income. Under GAAP, indexed life and annuity liabilities and funds withheld coinsurance treaties include embedded derivatives and the change in fair value of the embedded derivative is recognized through income;

•Under SAP, the statements of cash flow reconcile to changes in cash, cash equivalents and short-term investments with original maturities of one year or less. Under GAAP, the statements of cash flow reconcile to changes in cash;

120


MIDLAND NATIONAL LIFE INSURANCE COMPANY (a wholly owned subsidiary of Sammons Financial Group, Inc.) NOTES TO FINANCIAL STATEMENTS – STATUTORY BASIS AS OF DECEMBER 31, 2023, 2022 and 2021 (Dollars in Thousands)

•Recognition of the changes in equity from limited partnership investments is recorded directly to surplus under SAP reporting purposes; whereas for GAAP reporting, the equity method reports the change in the equity value through earnings as a component of net investment income;

•The Company, in accordance with GAAP, performs an analysis related to variable interest entities (“VIE”) on all entities with which it has a financial interest to determine if financial results require consolidation as a primary beneficiary of the VIE. SAP reporting requirements do not require such an analysis;

•Surplus notes issued by the Company are included in capital and surplus under SAP whereas GAAP reporting includes surplus notes in debt.

•Under SAP, when total consideration received on securities called before their maturity is greater than the par value of that security, the excess of consideration received over par value is reported as net investment income, while the excess of par value over book value is report as realized capital gains. Under GAAP reporting there is no such requirement to bifurcate total consideration between net investment income and realized capital gains/(losses). As such, the Company recognizes the excess of total consideration received over book value as part of realized capital gains/(losses) for GAAP reporting purposes.

•Under SAP, all leases are considered to be operating leases and rental expense is recognized over the lease term without recognition of a right-to-use asset or lease liability. GAAP requires recognition of a right-of-use asset and lease liability on the balance sheet for all operating and capital leases.

Other significant accounting policies are as follows:

Use of estimates

The preparation of the financial statements in conformity with SAP requires management to make estimates and assumptions that affect the reported amounts of admitted assets and liabilities and disclosure of contingent assets and liabilities at the dates of the statements of admitted assets, liabilities and capital and surplus, and reported amounts of revenues and benefits and expenses during the reporting periods. Actual results could differ significantly from those estimates.

The most significant areas that require the use of management’s estimates relate to the determination of the fair values of financial assets and liabilities, derivatives and derivative instruments, impairments of securities, income taxes, and liabilities for future policy benefits.

Fair value of financial assets, financial liabilities and financial instruments

Fair value estimates are significantly affected by the assumptions used, including discount rates and estimates of future cash flows. Although fair value estimates are calculated using assumptions that management believes are appropriate, changes in assumptions could cause these estimates to vary materially. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in some cases, could not be realized in the immediate settlement of the instruments. Certain financial liabilities (including non-investment type insurance contracts) and all nonfinancial instruments are excluded from the disclosure requirements. Accordingly, the aggregate fair value amounts presented in Note 2 may not represent the underlying value to the Company.

The Company uses the following methods and assumptions in estimating the fair value of its financial instruments:

Investment securities

121


MIDLAND NATIONAL LIFE INSURANCE COMPANY (a wholly owned subsidiary of Sammons Financial Group, Inc.) NOTES TO FINANCIAL STATEMENTS – STATUTORY BASIS AS OF DECEMBER 31, 2023, 2022 and 2021 (Dollars in Thousands)

Fair value for bonds and preferred stocks is obtained primarily from independent pricing sources, broker quotes and fair value/cash flow models. Fair value is based on quoted market prices, where available. For bonds and preferred stocks not actively traded, fair value is estimated using values obtained from independent pricing services or broker quotes. When values are not available from pricing services or broker quotes, such as private placements including corporate securities, asset-backed securities, commercial mortgage-backed securities and residential mortgage-backed securities, fair value may be estimated by discounting expected future cash flows using a current market rate applicable to the yield, credit quality, and maturity of the investments. The fair value of unaffiliated common stocks is based on quoted market prices, where available, and for those common stocks not actively traded, fair values are obtained from independent pricing services or internal fair value/cash flow models.

Mortgage loans

Fair value for mortgage loans is estimated using a duration-adjusted pricing methodology that reflects changes in market interest rates and the specific interest-rate sensitivity of each mortgage. Price changes derived from the monthly duration-adjustments are applied to the mortgage portfolio. Each modeled mortgage is assigned a spread corresponding to its risk profile. These spreads are adjusted for current market conditions. The discount rates used include internally generated illiquidity and default factors.

Cash, cash equivalents and short-term investments

Cash consists of deposits held by various commercial and custodial banks. Cash equivalents consists of short-term highly liquid investments, which are readily convertible to cash. Short-term investments primarily consist of fixed income securities acquired with less than one year to maturity. The Company has deposits with certain financial institutions which exceed federally insured limits. Fair value approximates amortized cost due to the nature and short-term duration of cash, cash equivalents and short-term investments.

Derivative instruments

Fair value for options is based on internal financial models or counterparty quoted prices. Variation margin accounts, consisting of cash balances applicable to open futures contracts, held by counterparties are reported at the cash balances, which is equal to fair value. Fair value for interest rate swaps, interest rate floors and foreign currency forwards is based on exchange prices, broker quoted prices or fair values provided by the counterparties.

Other invested assets

Other invested assets consist of limited partnerships, limited liability companies, residual equity interests, collateral loans, surplus notes and reverse mortgages. The carrying amounts for other invested assets other than collateral loans, surplus notes, residual equity interests and reverse mortgages, which are carried at amortized cost, represent the Company’s share of each entity’s underlying equity reported to the Company. There is a limited market for these other invested assets and the fair value is determined based on inputs received from the entities. Fair value of residual equity interests, surplus notes and collateral loans are obtained using the same techniques as investment securities. Fair value for reverse mortgages are obtained using the same techniques as mortgage loans.

122


MIDLAND NATIONAL LIFE INSURANCE COMPANY (a wholly owned subsidiary of Sammons Financial Group, Inc.) NOTES TO FINANCIAL STATEMENTS – STATUTORY BASIS AS OF DECEMBER 31, 2023, 2022 and 2021 (Dollars in Thousands)

Company owned life insurance

The Company is the owner and beneficiary of life insurance policies reported at their cash surrender values pursuant to SSAP No. 21R in the statements of admitted assets, liabilities and capital and surplus. The underlying investment characteristics of the investment vehicle are categorized as follows at December 31:


	2023		2022
Bonds	$	482,532	$	520,190
Mutual funds	35,526		30,409
Cash and short-term investments	115,923		165,178
Other invested assets	1,225,884		1,017,706
Total company owned life insurance	$	1,859,865	$	1,733,483

Investment-type insurance contracts

Fair value for the Company’s liabilities under investment-type insurance contracts is estimated using two methods. For those contracts without a defined maturity, the fair value is estimated as the amount payable on demand (cash surrender value). For those contracts with known maturities, fair value is estimated using discounted cash flow calculations using interest rates currently being offered for similar contracts with maturities consistent with the contracts being valued. The reported value of the Company’s investment-type insurance contracts includes the fair value of indexed life and annuity embedded derivatives which are calculated using discounted cash flow valuation techniques based on current interest rates adjusted to reflect credit risk and additional risk margins.

Repurchase agreements, FHLB advances and collateral on derivative instruments

The fair value of the Company’s repurchase agreements is tied to the fair value of the underlying collateral securities. The fair value of FHLB advances is estimated using a discounted cash flow calculation with the current interest rate and maturity of the contract. The fair value of collateral on derivative instruments approximates the carrying value due to the short-term nature of the investment. These investments primarily consist of cash and fixed income securities.

Investments and Investment Income

Bonds

Bonds not backed by other loans, loan-backed bonds, collateralized mortgage obligations (“CMOs”) and other structured securities are carried at amortized cost using the interest method, except for those bonds with an NAIC designation of six or those securities which have an other-than-temporary impairment, which are reported at the lower of amortized cost or fair value.

For CMOs and mortgage-backed securities, the Company recognizes income using a constant effective yield based on anticipated prepayments and the estimated economic life of the securities. When actual prepayments differ from anticipated prepayments, the effective yield is recalculated to reflect actual payments to date and anticipated future payments. When actual prepayments differ from anticipated prepayments, the effective yield is recalculated prospectively to reflect actual payments to date and anticipated future payments for loan backed securities under SSAP 43R. When actual prepayments differ from anticipated prepayments for highly rated CMO’s and mortgage-backed securities, the effective yield is recalculated retrospectively to reflect actual payments to date and anticipated future payments under SSAP 26R. This adjustment is included in net investment income. Included in this category are approximately $10,854 and $46,237 of mortgage-backed securities that are all or partially collateralized by sub-prime mortgages at December 31, 2023 and 2022, respectively. A sub-prime mortgage is defined as a mortgage with one or more of the following attributes: weak credit score, high debt-to-income ratio, high loan-to-

123


MIDLAND NATIONAL LIFE INSURANCE COMPANY (a wholly owned subsidiary of Sammons Financial Group, Inc.) NOTES TO FINANCIAL STATEMENTS – STATUTORY BASIS AS OF DECEMBER 31, 2023, 2022 and 2021 (Dollars in Thousands)

value ratio or undocumented income. At December 31, 2023 and 2022, 99% and 93%, respectively, of the Company’s securities with sub-prime exposure are rated as investment grade.

Stocks

Perpetual preferred stocks are carried at fair value, not to exceed the current stated call price. Redeemable preferred stocks are stated at cost except for those with an NAIC designation of four or lower which are stated at the lower of cost or fair value. Dividend income is recognized when dividends are declared.

Investments in common stocks are carried at fair value, which is based on NAIC Securities Valuation Office (“SVO”) prices. For common stocks without SVO prices, fair value is estimated using independent pricing services or internally developed pricing models.

Investment in common stocks of the affiliated insurance subsidiaries are valued at audited statutory capital and surplus. The audited statutory capital and surplus of MNL Re, Solberg Re and Canal Re reflects the utilization of prescribed practices allowed by the State of Iowa for reinsurance transactions entered into by MNL Re, Solberg Re and Canal Re with the Company and North American. Refer to Note 9 for further discussion of the reinsurance transactions and prescribed practices for MNL Re, Solberg Re and Canal Re. Undistributed earnings or losses of the subsidiary and unrealized appreciation or depreciation on common stocks are reflected as unrealized capital gains and losses directly in unassigned surplus.

Investments in common stock of affiliated subsidiaries NRNT and SRNT are valued at audited GAAP equity. Undistributed earnings or losses of the subsidiary and unrealized appreciation or depreciation on common stocks are reflected as unrealized capital gains and losses directly in unassigned surplus.

Mortgage loans

Mortgage loans consist principally of commercial mortgage loans and are carried at the adjusted unpaid balances. The Company’s lending policies allow for primarily first-lien mortgages that generally do not exceed 77% of the fair market value of the property allowing for sufficient excess collateral to absorb losses should the Company be required to foreclose and take possession of the collateral. The mortgage portfolio invests primarily in larger metropolitan areas across the U.S. and is diversified by type of property. Property and casualty insurance is required on all properties covered by mortgage loans at least equal to the excess of the loan over the maximum loan which would be permitted by law on the land without the buildings. Interest income on non-performing loans is generally recognized on a cash basis.

Policy loans

Policy loans are carried at the unpaid principal balance to the extent it does not exceed the cash surrender value. Amounts in excess of cash surrender value are non-admitted.

Cash, cash equivalents and short-term investments

Cash and cash equivalents are stated at cost and short-term investments acquired with less than one year to maturity are stated at amortized cost.

Other invested assets

Other invested assets are comprised of limited partnerships, limited liability companies, residual equity interests, collateral loans, surplus notes and reverse mortgages. Limited partnerships and limited liability companies are valued in accordance with SSAP No. 48, Joint Ventures, Partnerships, and Limited Liability Companies and SSAP No. 97, Investments in Subsidiary, Controlled, and Affiliated Entities, a Replacement of SSAP No. 88 that allow the Company to carry these interests based on the underlying tax or GAAP audited equity of the investee. Residual equity interest, surplus notes and collateral loans are

124


MIDLAND NATIONAL LIFE INSURANCE COMPANY (a wholly owned subsidiary of Sammons Financial Group, Inc.) NOTES TO FINANCIAL STATEMENTS – STATUTORY BASIS AS OF DECEMBER 31, 2023, 2022 and 2021 (Dollars in Thousands)

carried at amortized cost under SSAP No. 43R, SSAP No. 41R and SSAP No. 21R, respectively. The reverse mortgages are first liens on the related residential properties located primarily in California and Florida. These reverse mortgages are valued in accordance with SSAP No. 39, Reverse Mortgages that allow the Company to carry these securities at remaining principal balances. Income on reverse mortgages is recognized using effective yield based on the contractual interest rate and anticipated repayment of the mortgage.

Other-than-temporary impairment losses

The Company reviews its investments to determine if declines in fair value are other-than-temporary. If the fair value of a fixed income security is less than its amortized cost basis or an equity security is less than its original cost basis at the statements of admitted assets, liabilities, and capital and surplus date, the Company must assess whether the impairment is other-than-temporary.

The Company evaluates factors in its assessment of whether a decline in value is other-than-temporary. Some of the factors evaluated include the issuer’s ability to pay the amounts due according to the contractual terms of the investment, the length of time and magnitude by which the fair value is less than amortized cost, adverse conditions specifically related to the security, changes to the rating of the security by a rating agency, changes in the quality of underlying credit enhancements and changes in the fair value of the security subsequent to the statements of admitted assets, liabilities, and capital and surplus date.

When an other-than-temporary impairment (“OTTI”) has occurred, the amount of the impairment charged against earnings depends on whether the Company intends to sell the security or more likely than not will be required to sell the security before recovery of its amortized cost basis. If the Company intends to sell the security or more likely than not will be required to sell the security before recovery of its amortized cost basis, the entire impairment is recognized as a charge against earnings. If the Company does not intend to sell the security and it is not more likely than not it will be required to sell the security before recovery of its amortized cost basis, the impairment is bifurcated into an interest related loss and a non-interest related loss for loan-backed and structured securities. The non-interest related loss is measured as the difference between the present value of cash flows expected to be collected from the loan-backed security and the loan-backed security’s amortized cost. The amount of the non-interest related loss is recognized as a charge against earnings. The difference between the fair value of the impaired loan-backed security and the present value of cash flows expected to be collected is the interest related impairment. For stocks, non loan-backed and other than structured securities the impairment is not bifurcated and is charged against earnings.

The Company uses a single best estimate of cash flows approach and uses the effective yield prior to the date of impairment to calculate the present value of cash flows. The Company’s assumptions for residential mortgage-backed securities, commercial mortgage-backed securities, other asset-backed securities and collateralized debt obligations include collateral pledged, scheduled interest payments, default levels, delinquency rates and the level of nonperforming assets for the remainder of the investments’ expected term. The Company’s assumptions for corporate and other fixed maturity securities include scheduled interest payments and an estimated recovery value, generally based on a percentage return of the current market value.

After an other-than-temporary write-down, the new cost basis is the prior amortized cost less the non-interest related loss. The adjusted cost basis is generally not adjusted for subsequent recoveries in fair value. However, if the Company can reasonably estimate future cash flows after a write-down and the expected cash flows indicate some or all of the non-interest related loss will be recovered, the discount or reduced premium recorded is amortized over the remaining life of the security. Amortization in this instance is computed using the prospective method and is determined based on the current estimate of the amount and timing of future cash flows.

125


MIDLAND NATIONAL LIFE INSURANCE COMPANY (a wholly owned subsidiary of Sammons Financial Group, Inc.) NOTES TO FINANCIAL STATEMENTS – STATUTORY BASIS AS OF DECEMBER 31, 2023, 2022 and 2021 (Dollars in Thousands)

For common and preferred stocks, OTTI has occurred when the Company determines that it does not have the ability or intent to hold the security until a recovery of the original cost or the Company determines that the security will not recover to original cost within a reasonable amount of time. The Company determines what constitutes a reasonable amount of time on a security by security basis by considering all available evidence including the length of time and magnitude by which the fair value of the security is less than original cost.

Investment income

Investment income is recorded when earned and includes interest and dividends received and accrued, amortization of purchased premium and accretion of discounts on securities, certain proceeds from derivatives and equity earnings from limited partnerships. Investment expenses are reported as a reduction in investment income.

Net realized investment gains (losses)

Realized capital gains and losses are determined on the basis of specific identification of the investments and are reported net of related federal income taxes and IMR.

Net unrealized investment gains (losses)

Unrealized capital gains and losses on bonds, preferred stocks, common stocks, derivatives that do not qualify for hedge accounting and other invested assets are reported as a component of surplus net of related income taxes.

See Note 3 for further discussion of the Company’s investments and investment income.

Derivatives and derivative instruments

Derivative instruments consist of options, futures, interest rate floors, interest rate swaps, and foreign currency forwards. Futures are reported at the cash balances held in counterparty variation margin accounts, which equals fair value. Options, interest rate floors, interest rate swaps and foreign currency forwards are reported at fair value, with the exception of call and put options which are carried in accordance with IAC 191-97 as discussed in the prescribed practice footnote. The Company does not sell or settle its options prior to maturity.

The Company primarily uses derivative instruments to manage its fixed indexed and policy obligation interest guarantees and interest rate risks applicable to its investments. To mitigate these risks, the Company enters into interest rate swaps, interest rate floors, futures contracts and equity indexed call and put options. To qualify for hedge accounting, the Company is required to formally document the hedging relationship at the inception of each derivative transaction. This documentation includes the specific derivative instrument, risk management objective, hedging strategy, identification of the hedged item, specific risk being hedged and how effectiveness will be assessed. To be considered an effective hedge, the derivative must be highly effective in offsetting the variability of the cash flows or the changes in fair value of the hedged item. Effectiveness is evaluated on a retrospective and prospective basis. The Company has no derivatives that are accounted for under hedge accounting. The Company also uses foreign currency forwards to protect itself against currency fluctuations on financial instruments denominated in foreign currencies.

The agreements between the Company and its derivatives counterparties require the posting of collateral when the fair value of the derivative instruments exceeds the cost of the instruments. Collateral posted by counterparties is reported in the statements of admitted assets, liabilities, and capital and surplus as a component of cash, cash equivalents, and short-term investments with a corresponding liability reported as a component of repurchase agreements, FHLB advances and collateral on derivative instruments.

126


MIDLAND NATIONAL LIFE INSURANCE COMPANY (a wholly owned subsidiary of Sammons Financial Group, Inc.) NOTES TO FINANCIAL STATEMENTS – STATUTORY BASIS AS OF DECEMBER 31, 2023, 2022 and 2021 (Dollars in Thousands)

Collateral posted by the Company is reported in the statements of admitted assets, liabilities, and capital and surplus as a component of other invested assets.

See Note 4 for further discussion of the Company’s derivatives and derivative instruments.

Accrued investment income

Accrued investment income consists of amounts due on invested assets. It excludes amounts the Company does not expect to receive or is 90 days past due. The aggregate deferred interest at December 31, 2023 was $0. The cumulative amounts of paid-in-kind (“PIK”) interest included in the current principal balance at December 31, 2023 was $132,223. At December 31, 2023, the gross, nonadmitted, and admitted interest income due and accrued was as follows:


	2023
Gross	$	534,434
Nonadmitted	—
Admitted	534,434

Interest maintenance reserve

During 2023, SAPWG adopted INT23-01, allowing admittance of net negative IMR subject to certain exclusions and restrictions. The Company elected to apply this guidance beginning September 30, 2023. The general account had net negative (disallowed) IMR of $93,118. Insulated separate accounts did not have negative IMR as of December 31, 2023. $74,012 of negative IMR was admitted in the general account. Adjusted capital and surplus was $4,461,768. The admitted IMR is 1.7% of adjusted capital and surplus. Admitted IMR is reported in Other surplus funds on the Statements of Admitted Assets.

The Company has $11,481 in unamortized losses in IMR from derivatives that were reported at fair value prior to the termination of the derivative.

Fixed income investments generating IMR losses comply with the reporting entity’s documented investment or liability management policies, without deviation. IMR losses for fixed income related derivatives, although in accordance with prudent and documented risk management procedures in accordance with the Company’s derivative and use plans, are not admitted. Asset sales that generated admitted negative IMR were not compelled by liquidity pressure.

Future policy benefits and policy and contract claims

Life, annuity, and accident and health benefit reserves are developed by actuarial methods and are determined based on published tables using statutorily specified interest rates and valuation methods that are intended to provide, in the aggregate, reserves that are greater than or equal to the minimum or guaranteed policy cash values or the amounts required by the Iowa Insurance Division.

The liability for future policy benefits provides amounts adequate to discharge estimated future obligations on policies in force. Reserves for life policies issued through 2019 are computed principally by the Net Level Reserve Method and the Commissioners’ Reserve Valuation Method using interest rates ranging from 2.50% to 6.00% and mortality assumptions (primarily Commissioners' Standard Ordinary mortality tables 1941, 1958, 1980, 2001, 2017) as prescribed by regulatory authorities. Starting in 2020, reserves for life policy issues are calculated as the greatest of the stochastic, deterministic and net premium reserve as defined in VM-20. The stochastic and deterministic reserves are principles based reserves using prudent estimate assumptions for interest, mortality and other assumptions. The net premium reserve is calculated using rates of interest from 3.00% to 4.50% and 2017 Commissioners Standard Ordinary mortality.

127


MIDLAND NATIONAL LIFE INSURANCE COMPANY (a wholly owned subsidiary of Sammons Financial Group, Inc.) NOTES TO FINANCIAL STATEMENTS – STATUTORY BASIS AS OF DECEMBER 31, 2023, 2022 and 2021 (Dollars in Thousands)

The NAIC adopted revisions to Actuarial Guideline XXXVIII (“AG38”), effective December 31, 2012. AG38 8D applies to policies issued July 1, 2005 to December 31, 2012 containing secondary guarantees with multiple sets of charges. AG38 8D requires that for this business a company needs to calculate the reserve as it had as of December 31, 2011 (“2011 method”), as well as calculate the deterministic reserve as prescribed under the Valuation Manual (“VM method”) adopted by the NAIC on August 17, 2012, with prescribed changes to have projected asset yields and discount rates, and hold the greater of the two. The Company has calculated its gross and net of reinsurance reserves under both methods described above and holds the greater of the two reserves calculated on both a gross and net basis. The impact of performing the VM method calculations resulted in a gross reserve of $153,980 and a net reserve of $133,198 over what would have been calculated if only using the 2011 method as of December 31, 2023. The impact of performing the VM method calculations resulted in a gross reserve of $594,798 and a net reserve of $319,612 over what would have been calculated if only using the 2011 method as of December 31, 2022.

Reserves for deferred annuities are computed on the basis of interest rates ranging from 2.50% to 8.75% and the reserves for immediate annuities range from 1.00% to 11.25%.

The liability for policy and contract claims includes provisions for reported claims and estimates for claims incurred but not reported, based on the terms of the related policies and contracts and on prior experience. Claim liabilities are based on estimates and are subject to future changes in claim severity and frequency. Estimates are periodically reviewed and adjustments to such liabilities are reflected in current operations.

Reinsurance

For annuity coinsurance and life insurance mortality reinsurance arrangements, reinsurance premiums, claims and claim adjustment expenses are accounted for on a basis consistent with those used in accounting for the original policies issued and the terms of the reinsurance contracts. The Company remains contingently liable for the liabilities ceded in the event the reinsurers are unable to meet their obligations under the reinsurance agreements. To limit the possibility of such losses, the Company evaluates the financial condition of its reinsurers and monitors its concentration of credit risk. The Company generally reinsures with companies rated “A” or better by A.M. Best. The Company monitors these ratings on an on-going basis as a reinsurer may be downgraded after an agreement has been entered.

Premiums and related costs

Premiums are recognized as revenue over the premium-paying period. Annuity considerations are recognized as revenue when received. Commissions and other costs applicable to the acquisition of policies are charged to operations as incurred.

Repurchase agreements

As part of its investment strategy, the Company enters into repurchase agreements to increase the Company’s investment return. The Company accounts for these transactions as secured borrowings, where the amount borrowed is tied to the fair value of the underlying collateral securities. Repurchase agreements involve a sale of securities and an agreement to repurchase the same securities at a later date at an agreed-upon price. These agreements are a bilateral trade agreement.

A majority of the Company’s repurchase agreement arrangements are for contractual terms of greater than one year. As a result, the par value and fair value of the securities sold under agreement to repurchase can change during the term of the repurchase agreement due to amortization, pay downs and changes in fair values. In situations where the underlying collateral subject to repurchase has a fair value greater or less than the contractual requirements under the repurchase agreement, the Company or counterparties are required to post additional collateral. Generally, the amount advanced by the counterparty cannot be less than 95% of the fair value of the underlying collateral sold under the agreement to repurchase.

128


MIDLAND NATIONAL LIFE INSURANCE COMPANY (a wholly owned subsidiary of Sammons Financial Group, Inc.) NOTES TO FINANCIAL STATEMENTS – STATUTORY BASIS AS OF DECEMBER 31, 2023, 2022 and 2021 (Dollars in Thousands)

Income taxes

Under SSAP No. 101, income taxes incurred are charged or credited to net income based upon amounts estimated to be payable or recoverable for the current year. The Company recognizes deferred income tax assets and liabilities for the expected future tax effects attributable to temporary differences between financial statement and tax return bases of assets and liabilities, based on enacted rates and other provisions of the tax laws. All changes in deferred tax assets and liabilities are reported directly in surplus, including the effect of a change in tax laws or rates in the period in which such change is enacted. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that all or some portion of the deferred tax assets will not be realized. Adjusted deferred income tax assets, after valuation allowance, are further subjected to an admissibility test. Admitted adjusted deferred tax assets are limited to (1) the amount of federal income taxes paid in prior year that can be recovered through loss carrybacks for existing temporary differences that reverse during a timeframe corresponding with IRS tax loss carryback provisions, which currently allow only capital loss carrybacks, plus (2) the lesser of the remaining gross deferred income taxes expected to be realized within three years of the balance sheet date or 15% of adjusted capital and surplus, plus (3) the amount of remaining gross deferred income tax assets that can be offset against existing deferred income tax liabilities. The remaining deferred income tax assets in excess of the above are non-admitted. The Company files a consolidated federal income tax return with its subsidiaries, MNL Re, Solberg Re and Canal Re.

If applicable, the Company’s liability for income taxes would include a liability for uncertain tax positions, interest and penalties which relate to tax years still subject to review by the IRS or other taxing jurisdictions.

The Company made an accounting policy election to disregard CAMT status when evaluating deferred tax assets under the regular corporate tax system associated with the Inflation Reduction Act of 2022 (the Act).

See Note 13 for the Company’s SSAP No. 101 calculation.

Variable life and annuity products

A portion of the separate accounts held by the Company are funds on which investment income and gains or losses accrue directly to certain policyholders. The assets of these accounts are legally separated and are not subject to the claims that may arise out of any other business of the Company. The Company reports these separate account assets at fair value; the underlying investment risks are assumed by the policyholders. The fair value of the variable separate accounts assets are based on market quoted net asset values of the underlying mutual funds. The Company records the related liabilities at amounts equal to the fair value of the underlying assets. The Company reflects these assets and liabilities in the separate account assets and liabilities lines in the statements of admitted assets, liabilities and capital and surplus. The Company records the fees earned for administrative and contract holder services performed for the separate accounts in other income of the statements of operations.

Separate accounts guaranteed by the general account

Another portion of the separate accounts held by the Company relates to individual bank owned life insurance policies that are non-indexed with fixed guarantees, pension risk transfer policies and registered index-linked annuities. The assets in these separate accounts are carried at book value in accordance with the prescribed practice promulgated by the State of Iowa except for derivatives in the RILA separate account that are held at market value. The Company assumes the underlying risk for the performance of the assets in these separate accounts. The Company reflects these assets and liabilities in the separate account assets and liabilities lines in the statements of admitted assets, liabilities and capital and surplus.

129


MIDLAND NATIONAL LIFE INSURANCE COMPANY (a wholly owned subsidiary of Sammons Financial Group, Inc.) NOTES TO FINANCIAL STATEMENTS – STATUTORY BASIS AS OF DECEMBER 31, 2023, 2022 and 2021 (Dollars in Thousands)

Correction of errors

During 2023, the Company recorded an error correction related to an over accrual of net investment income in prior periods on certain investments. As a result of this correction, surplus has been decreased by $36,498 as a correction of an error in the 2023 statements of changes in capital and surplus. The Company does not view this error as a material misrepresentation of its 2022 statutory financial statements.

2.FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying value and estimated fair value of the Company’s financial instruments are as follows:


	December 31, 2023
Type of Financial Instrument	Estimated Fair Value		Carrying Value		(Level 1)		(Level 2)		(Level 3)		Not Practicable (Carrying Value)

Financial assets:
Bonds	$	48,965,730	$	54,716,780	$	—	$	43,823,680	$	5,142,050	$	—
Preferred stocks	951,265		986,390		—		942,881		8,384		—
Common stocks - other	247,960		247,960		95,864		148,276		3,820		—
Mortgage loans	3,646,156		3,790,420		—		3,646,156		—		—
Policy loans	528,710		528,710		—		528,710		—		—
Cash, cash equivalents and short-term investments	1,709,173		1,709,358		339,129		1,370,044		—		—
Derivative instruments	1,744,190		641,206		7,295		1,736,895		—		—
Other invested assets	1,537,311		1,542,032		—		810,107		727,204		11,660
Separate accounts	6,334,467		6,655,453		3,010,291		3,189,136		135,040		—

Financial liabilities:
Liabilities for deposit-type contracts	$	451,762	$	443,181	$	—	$	—	$	451,762	$	—
Repurchase agreements, FHLB advances and collateral on derivative instruments	8,089,458		8,197,190		358,445		7,731,013		—		—
Derivative instruments	851,587		249,442		—		851,587		—		—

130


MIDLAND NATIONAL LIFE INSURANCE COMPANY (a wholly owned subsidiary of Sammons Financial Group, Inc.) NOTES TO FINANCIAL STATEMENTS – STATUTORY BASIS AS OF DECEMBER 31, 2023, 2022 and 2021 (Dollars in Thousands)


	December 31, 2022
Type of Financial Instrument	Estimated Fair Value		Carrying Value		(Level 1)		(Level 2)		(Level 3)		Not Practicable (Carrying Value)

Financial assets:
Bonds	$	48,930,547	$	56,710,124	$	—	$	44,114,787	$	4,815,760	$	—
Preferred stocks	1,601,753		1,653,807		—		1,594,819		6,934		—
Common stocks - other	309,008		309,008		172,306		132,912		3,790		—
Mortgage loans	3,666,321		3,835,425		—		3,666,321		—		—
Policy loans	459,745		459,745		—		459,745		—		—
Cash, cash equivalents and short-term investments	720,895		722,450		477,259		243,636		—		—
Derivative instruments	555,182		621,508		4,342		550,840		—		—
Other invested assets	1,478,247		1,585,747		—		774,261		703,986		17,133
Separate accounts	5,715,998		6,170,040		2,755,051		2,822,444		138,503		—

Financial liabilities:
Liabilities for deposit-type contracts	$	486,123	$	479,550	$	—	$	—	$	486,123	$	—
Repurchase agreements, FHLB advances and collateral on derivative instruments	7,838,841		8,029,978		151,286		7,687,555		—		—
Derivative instruments	243,868		286,138		—		243,868		—		—

Included in various investment related line items in the statements of admitted assets, liabilities and capital and surplus are certain financial instruments carried at fair value. Other financial instruments are periodically measured at fair value, such as when impaired, or for certain bonds and preferred stocks when carried at the lower of cost or fair value.

The Company has certain financial instruments for which it is not practicable to estimate fair value. These instruments are Build America Bond tax credits that have been stripped from the principal portion of the bond. The tax credits are nontransferable. Therefore, there is no active market for the tax credits and the fair value is not readily estimable.

Fair value measurements

Fair value is based on an exit price, which is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value guidance also establishes a hierarchical disclosure framework which prioritizes and ranks the level of market price observability used in measuring financial instruments at fair value. Market price observability is affected by a number of factors, including the type of instrument and the characteristics specific to the instrument. Financial instruments with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.

The Company determines the fair value of its investments, in the absence of observable market prices, using the valuation methodologies described below applied on a consistent basis. For some investments, market activity may be minimal or nonexistent and management’s determination of fair value is then based on the best information available in the circumstances and may incorporate management’s own assumptions, which involves a significant degree of judgment.

131


MIDLAND NATIONAL LIFE INSURANCE COMPANY (a wholly owned subsidiary of Sammons Financial Group, Inc.) NOTES TO FINANCIAL STATEMENTS – STATUTORY BASIS AS OF DECEMBER 31, 2023, 2022 and 2021 (Dollars in Thousands)

Investments for which market prices are not observable are generally private investments, securities valued using non-binding broker quotes, or securities with very little trading activity. Fair values of private investments are determined by reference to public market or private transactions or valuations for comparable companies or assets in the relevant asset class when such amounts are available. If these are not available, a discounted cash flow analysis using interest spreads adjusted for the maturity/average life differences may be used. Spread adjustments are intended to reflect an illiquidity premium and take into account a variety of factors including but not limited to senior unsecured versus secured, par amount outstanding, number of holders, maturity, average life, composition of lending group, debt rating, credit default spreads, default rates and credit spreads applicable to the security sector. These valuation methodologies involve a significant degree of judgment.

Financial instruments measured and reported at fair value are classified and disclosed in one of the following categories:

Level 1 – Quoted prices are available in active markets that the Company has the ability to access for identical financial instruments as of the reporting date. The types of financial instruments included in Level 1 are listed equities, mutual funds, money market funds, non-interest bearing cash, exchange traded futures and separate account assets. As required by the fair value measurements guidance, the Company does not adjust the quoted price for these financial instruments, even in situations where it holds a large position and a sale could reasonably impact the quoted price.

Level 2 – Fair values are based on quoted prices for similar assets or liabilities in active and inactive markets. Inactive markets involve few transactions for similar assets or liabilities and the prices are not current or price quotations vary substantially over time or among market makers, which would include some broker quotes. Level 2 inputs also include corroborated market data such as interest rate spreads, yield curves, volatilities, prepayment speeds, credit risks and default rates. Financial instruments that are generally included in this category include corporate bonds, asset-backed securities, CMOs, short-term investments, less liquid and restricted equity securities and over-the-counter derivatives.

Level 3 – Pricing inputs are unobservable for the financial instrument and include situations where there is little, if any, market activity for the financial instrument. These inputs may reflect the Company’s estimates of the assumptions that market participants would use in valuing the financial instruments. Financial instruments that are included in this category generally include private corporate securities and collateralized debt obligations.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, a financial instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial instrument. From time to time there may be movements between levels as inputs become more or less observable, which may depend on several factors including the activity of the market for the specific security, the activity of the market for similar securities, the level of risk spreads and the source of the information from which the Company obtains the information.

The Company relies on third party pricing services and independent broker quotes to value bonds and equity securities. The third party pricing services use discounted cash flow models or the market approach to value the securities when the securities are not traded on an exchange. The following characteristics are considered in the valuation process: benchmark yields, reported trades, issuer spreads, bids, offers, benchmark and comparable securities, estimated cash flows and prepayment speeds.

The Company performs both quantitative and qualitative analysis of the prices. The review includes initial and ongoing review of the third party pricing methodologies, back testing of recent trades, and review of pricing trends and statistics.

132


MIDLAND NATIONAL LIFE INSURANCE COMPANY (a wholly owned subsidiary of Sammons Financial Group, Inc.) NOTES TO FINANCIAL STATEMENTS – STATUTORY BASIS AS OF DECEMBER 31, 2023, 2022 and 2021 (Dollars in Thousands)

The following tables summarize the valuation of the Company’s financial instruments carried at fair value as presented in the statements of admitted assets, liabilities and capital and surplus, by the fair value hierarchy levels defined in the fair value measurements guidance. Methods and assumptions used to determine the fair values are described in Note 1.


	December 31, 2023
	Level 1			Level 2			Level 3		Net Asset Value		Total
Financial assets (carried at fair value):
Bonds	$	—		$	4,700		$	2,567	$	—	$	7,267
Preferred stocks	—			696,120			8,000		—		704,120
Common stocks - other	95,864			148,276			3,820		—		247,960
Derivative instruments - interest rate swaps	—			2,860			—		—		2,860

Derivative instruments - futures	7,295			—			—		—		7,295
Separate account assets (a)	2,940,919			—			—		—		2,940,919

Financial liabilities (carried at fair value):
Derivative instruments - interest rate floors and swaps	$	—	12,530	$	8,653	—	$	—	$	—	$	8,653
Derivative instruments - foreign exchange forwards	—			1,761			—		—		1,761


	December 31, 2022
	Level 1		Level 2		Level 3		Net Asset Value		Total
Financial assets (carried at fair value):
Bonds - industrial & miscellaneous	$	—	$	4,516	$	11,304	$	—	$	15,820
Preferred stocks	—		1,364,999		—		—		1,364,999
Common stocks - other	172,306		132,912		3,790		—		309,008
Derivative instruments - interest rate floors and swaps	—		14,950		—		—		14,950
Derivative instruments - foreign exchange forwards	—		1,835		—		—		1,835
Derivative instruments - futures	4,342		—		—		—		4,342
Separate account assets (a)	2,684,558		—		—		—		2,684,558

Financial liabilities (carried at fair value):
Derivative instruments - interest rate floors and swaps	$	—	$	12,530	$	—	$	—	$	12,530
Derivative instruments - foreign exchange forwards	—		1,678		—		—		1,678

(a)Fair values and changes in fair values of separate account assets generally accrue directly to policyholders and are not included in the Company’s revenues, benefits, expenses or surplus. The amounts shown in the previous tables include only the assets for the variable life insurance and variable annuity separate accounts; the amounts exclude the assets for the separate accounts guaranteed by the general account.

Included in bonds are those that have been impaired at the reporting date or NAIC 6 and are carried at fair value. SVO valuations are used for some bonds when available. SVO valuations are based upon publicly available prices for identical or similar assets or on valuation models or matrices using observable inputs.

133


MIDLAND NATIONAL LIFE INSURANCE COMPANY (a wholly owned subsidiary of Sammons Financial Group, Inc.) NOTES TO FINANCIAL STATEMENTS – STATUTORY BASIS AS OF DECEMBER 31, 2023, 2022 and 2021 (Dollars in Thousands)

Bonds not valued using SVO valuations are those that have been impaired but not designated as in default by the SVO. Fair values for such securities may be determined utilizing unobservable inputs.

The changes in financial instruments measured at fair value, excluding accrued interest income, for which Level 3 inputs were used to determine fair value are as follows:


	December 31, 2023
	Beginning Balance		Transfers into Level 3		Transfers out of Level 3		Total gains and (losses) included in Net Income		Total gains and (losses) in Surplus		Purchases		Sales		Ending Balance
Financial assets (carried at fair value):
Bonds - industrial & miscellaneous	$	11,304	$	—	$	—	$	—	$	(554)	$	—	$	(8,183)	$	2,567
Preferred stocks	—		8,000		—		—		—		—		—		8,000
Common stocks - other	3,790		—		—		—		30		—		—		3,820
Total assets	$	15,094	$	8,000	$	—	$	—	$	(524)	$	—	$	(8,183)	$	14,387


	December 31, 2022
	Beginning Balance		Transfers into Level 3		Transfers out of Level 3		Total gains and (losses) included in Net Income		Total gains and (losses) in Surplus		Purchases		Sales		Ending Balance
Financial assets (carried at fair value):
Bonds - industrial & miscellaneous	$	—	$	11,304	$	—	$	—	$	—	$	—	$	—	$	11,304

Common stocks - other	6,114		—		—		—		(948)		73		(1,449)		3,790
Total assets	$	6,114	$	11,304	$	—	$	—	$	(948)	$	73	$	(1,449)	$	15,094

134


MIDLAND NATIONAL LIFE INSURANCE COMPANY (a wholly owned subsidiary of Sammons Financial Group, Inc.) NOTES TO FINANCIAL STATEMENTS – STATUTORY BASIS AS OF DECEMBER 31, 2023, 2022 and 2021 (Dollars in Thousands)

3.INVESTMENTS AND INVESTMENT INCOME

Bond and stock investments

The admitted value, gross unrealized gains, gross unrealized losses and estimated fair value of investments in bonds and preferred stocks are as follows:


	December 31, 2023
	Admitted Value		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Bonds
U.S. governments	$	3,396,220	$	6,709	$	633,930	$	2,768,999
All other governments	1,248,653		140		309,890		938,903
U.S. special revenue & special assessment obligations, non-guaranteed	12,223,325		134,437		1,485,697		10,872,065
Industrial and miscellaneous	36,771,743		287,338		3,741,240		33,317,841
Bank loans	748,234		9,411		20,898		736,747
Parent, subsidiaries and affiliates	328,605		3,561		991		331,175
Total bonds	$	54,716,780	$	441,596	$	6,192,646	$	48,965,730

Preferred stocks	$	986,390	$	1,423	$	36,548	$	951,265


	December 31, 2022
	Admitted Value		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Bonds
U.S. governments	$	3,372,011	$	4,027	$	730,439	$	2,645,599
All other governments	1,303,556		1,720		343,952		961,324
U.S. special revenue & special assessment obligations, non-guaranteed	12,642,252		120,823		1,658,597		11,104,478
Industrial and miscellaneous	37,734,661		104,779		5,214,106		32,625,334
Bank loans	1,292,873		8,857		52,730		1,249,000
Parent, subsidiaries and affiliates	364,771		2,469		22,428		344,812
Total bonds	$	56,710,124	$	242,675	$	8,022,252	$	48,930,547

Preferred stocks	$	1,653,807	$	912	$	52,966	$	1,601,753

135


MIDLAND NATIONAL LIFE INSURANCE COMPANY (a wholly owned subsidiary of Sammons Financial Group, Inc.) NOTES TO FINANCIAL STATEMENTS – STATUTORY BASIS AS OF DECEMBER 31, 2023, 2022 and 2021 (Dollars in Thousands)

The cost, gross unrealized gains, gross unrealized losses, and admitted value of common stocks - subsidiaries and common stocks - other are as follows:


	December 31, 2023
	Cost		Gross Unrealized Gains		Gross Unrealized Losses		Admitted Value
Subsidiaries	$	782,822	$	107,407	$	—	$	890,229
Other	256,428		47		8,515		247,960
Total	$	1,039,250	$	107,454	$	8,515	$	1,138,189


	December 31, 2022
	Cost		Gross Unrealized Gains		Gross Unrealized Losses		Admitted Value
Subsidiaries	$	101,422	$	163,487	$	—	$	264,909
Other	340,438		18		31,448		309,008
Total	$	441,860	$	163,505	$	31,448	$	573,917

The admitted value and estimated fair value of investments in bonds, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties:


	2023
	Admitted Value		Estimated Fair Value

Due in one year or less	$	640,913	$	642,857
Due after one year through five years	4,662,846		4,601,919
Due after five years through ten years	6,899,048		6,436,041
Due after ten years	28,068,287		23,948,933
Securities not due at a single maturity date (primarily mortgage-backed securities)	14,445,686		13,335,980
Total bonds	$	54,716,780	$	48,965,730

As of December 31, 2023, the Company had 8 bonds rated 5GI with a book adjusted carrying value of $43,508 and fair value of $45,126. As of December 31, 2022, the Company had 17 bonds rated 5GI with a book adjusted carrying value of $116,435 and fair value of $96,426. There were no preferred stocks rated 5GI as of December 31, 2023 or December 31, 2022.

136


MIDLAND NATIONAL LIFE INSURANCE COMPANY (a wholly owned subsidiary of Sammons Financial Group, Inc.) NOTES TO FINANCIAL STATEMENTS – STATUTORY BASIS AS OF DECEMBER 31, 2023, 2022 and 2021 (Dollars in Thousands)

Gross unrealized losses

The Company’s gross unrealized losses and estimated fair value on its bonds and preferred stocks, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, are as follows:


	December 31, 2023
	Less than 12 Months				12 Months or More				Total
	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
Bonds
U.S. governments	$	133,567	$	962	$	2,440,915	$	632,968	$	2,574,482	$	633,930
All other governments	6,577		2,205		929,184		307,685		935,761		309,890
U.S. special revenue & special assessment obligations, non-guaranteed	355,913		5,329		7,828,557		1,480,368		8,184,470		1,485,697
Industrial and miscellaneous	1,977,341		87,288		23,450,646		3,653,952		25,427,987		3,741,240
Bank loans	72,611		3,863		243,805		17,035		316,416		20,898
Parent, subsidiaries and affiliates	—		—		58,187		991		58,187		991
Total bonds	2,546,009		99,647		34,951,294		6,092,999		37,497,303		6,192,646



Preferred stocks - redeemable	—		—		147,002		36,548		147,002		36,548
Total bonds and preferred stocks	$	2,546,009	$	99,647	$	35,098,296	$	6,129,547	$	37,644,305	$	6,229,194


	December 31, 2022
	Less than 12 Months				12 Months or More				Total
	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
Bonds
U.S. government	$	1,632,556	$	337,322	$	800,744	$	393,117	$	2,433,300	$	730,439
All other governments	591,550		179,751		346,675		164,201		938,225		343,952
U.S. special revenue & special assessment obligations, non-guaranteed	7,986,743		1,242,951		877,623		415,646		8,864,366		1,658,597
Industrial and miscellaneous	23,298,708		3,559,964		6,319,592		1,654,142		29,618,300		5,214,106
Bank loans	784,235		40,296		158,788		12,434		943,023		52,730
Parent, subsidiaries and affiliates	85,870		20,867		48,004		1,561		133,874		22,428
Total bonds	34,379,662		5,381,151		8,551,426		2,641,101		42,931,088		8,022,252



Preferred stocks - redeemable	184,634		52,966		—		—		184,634		52,966
Total bonds and preferred stocks	$	34,564,296	$	5,434,117	$	8,551,426	$	2,641,101	$	43,115,722	$	8,075,218

137


MIDLAND NATIONAL LIFE INSURANCE COMPANY (a wholly owned subsidiary of Sammons Financial Group, Inc.) NOTES TO FINANCIAL STATEMENTS – STATUTORY BASIS AS OF DECEMBER 31, 2023, 2022 and 2021 (Dollars in Thousands)

At December 31, 2023, the Company held 15,817 positions in bonds and preferred stocks. The table above includes 11,572 positions of 1,438 issuers as of December 31, 2023. As of December 31, 2023, 90% of the unrealized losses on bonds were securities rated investment grade. Investment grade securities are defined as those securities rated 1 or 2 by the SVO. Preferred stocks in the above table consist primarily of non-redeemable preferred stocks. At December 31, 2023, bonds and preferred stocks in an unrealized loss position had fair value equal to 86% of amortized cost.

The following summarizes the unrealized losses by investment category as of December 31, 2023.

U.S. government

The unrealized losses on U.S. government securities represent 10% of total unrealized losses at December 31, 2023. The total unrealized losses in this category have decreased at December 31, 2023 compared to December 31, 2022. The unrealized losses are due to securities with book yields lower than the market yield available on similar securities at December 31, 2023. Interest rates declined during 2023 due to tightening credit spreads causing increases in the fair values of U.S. government securities held compared to 2022. The previous table indicates less than 1% of the unrealized losses have been in an unrealized loss position for twelve months or less. The Company did not take any OTTI on U.S. government securities in 2023. The Company took impairment losses of $6,653 in 2022 on U.S. government securities due to the intent to sell those securities. The Company does not intend to sell and has the ability to retain all other U.S. government securities until recovery of each security’s amortized cost; therefore, the securities in these categories are not considered to be other-than-temporarily impaired at December 31, 2023.

All other governments

The unrealized losses on all other governments represent 5% of total unrealized losses at December 31, 2023. The total unrealized losses in this category have decreased at December 31, 2023 compared to December 31, 2022. The unrealized losses are applicable to securities with yields lower than the market yield available on similar securities at December 31, 2023. Interest rates declined during 2023 due to tightening credit spreads causing increases in the fair values of all other government securities held compared to 2022. The previous table indicates 1% of the unrealized losses have been in an unrealized loss position for twelve months or less. The Company does not intend to sell and has the ability to retain the investment until recovery of each security’s amortized cost; therefore, the securities in these categories are not considered to be other-than-temporarily impaired at December 31, 2023.

U.S. special revenue and special assessment obligations, non-guaranteed

The unrealized losses on U.S. special revenue and special assessment obligations, non-guaranteed, represent 24% of total unrealized losses at December 31, 2023. The total unrealized losses in this category have decreased at December 31, 2023 compared to December 31, 2022. The unrealized losses are applicable to securities with book yields higher than the market yield available on similar securities at December 31, 2023. Interest rates decreased during 2023 due to tightening of credit spreads causing increases in the fair values of U.S. special revenue and special assessment obligations, non-guaranteed securities held compared to 2022. The table indicates less than 1% of the unrealized losses have been in an unrealized loss position for twelve months or less. The Company recognized $21,554 of OTTI in 2023 on securities that the Company did not have the intent to hold until recover of value. The Company recognized OTTI of $6,098 on these securities in 2022. For loan-backed and structured securities, the analysis includes comparing the present value of future cash flows to the security’s amortized cost. In all other cases, if the Company does not intend to sell the securities prior to recovery and has the ability to retain the investment until recovery of the security’s amortized cost, the security is not considered to be other-than-temporarily impaired.

138


MIDLAND NATIONAL LIFE INSURANCE COMPANY (a wholly owned subsidiary of Sammons Financial Group, Inc.) NOTES TO FINANCIAL STATEMENTS – STATUTORY BASIS AS OF DECEMBER 31, 2023, 2022 and 2021 (Dollars in Thousands)

Industrial and miscellaneous

The unrealized losses on industrial and miscellaneous, represent 60% of unrealized losses at December 31, 2023 and are primarily in corporate bonds, private asset backed securities and collateralized debt obligations backed by various assets. The unrealized losses in this category have decreased at December 31, 2023 compared to December 31, 2022. Interest rates declined during 2023 due to tightening credit spreads causing increases in the fair values of industrial and miscellaneous securities held compared to 2022. The table indicates 2% of the unrealized losses have been in an unrealized loss position for twelve months or less. The Company reviews its security positions with unrealized losses on an on-going basis and recognizes OTTI if evidence indicates a loss will be incurred. The Company recognized OTTI of $78,272 in 2023 on industrial & miscellaneous securities due to the inability or lack of intent to hold the securities until recovery. In 2022, the Company recognized OTTI of $72,502 on industrial and miscellaneous securities. In all other cases, if the Company does not intend to sell the securities prior to recovery and has the intent and ability to retain the investment until recovery of the security’s amortized cost; the security is not considered to be other-than-temporarily impaired.

Bank loans

The unrealized losses on bank loans, represent less than 1% of unrealized losses at December 31, 2023. The unrealized losses in this category have decreased slightly at December 31, 2023 compared to December 31, 2022. The table indicates 18% of the unrealized losses have been in an unrealized loss position for less than twelve months. Interest rates declined during 2023 due to tightening credit spreads causing increases in the fair values of bank loans held compared to 2022. The Company recognized $5,851 of OTTI on bank loans in 2023. The Company recognized OTTI of $5,478 on bank loans in 2022. In all other cases, if the Company does not intend to sell the securities prior to recovery and has the ability to retain the investment until recovery of the security’s amortized cost; the security is not considered to be other-than-temporarily impaired

Parent, subsidiaries and affiliates

The unrealized losses on parent, subsidiaries and affiliates, represent less than 1% of unrealized losses at December 31, 2023. The unrealized losses in this category have decreased at December 31, 2023 compared to December 31, 2022. The table indicates that none of the unrealized losses have been in an unrealized loss position for less than twelve months. The Company does not intend to sell and has the ability to retain the investment until recovery of each security’s amortized cost; therefore, the securities in these categories are not considered to be other-than-temporarily impaired at December 31, 2023.

Preferred stocks

This category, which represents 1% of unrealized losses at December 31, 2023, consists of redeemable preferred stocks in the industrial and miscellaneous sector, primarily financial institutions. The unrealized losses in this category have decreased at December 31, 2023 compared to December 31, 2022. The table indicates that none of the unrealized losses have been in an unrealized loss position for less than twelve months. The Company reviews its security positions with unrealized losses on an on-going basis and recognizes OTTI if evidence indicates a loss will be incurred. The Company recognized OTTI of $147,250 in 2023 related to securities from a financial institution that was taken over by regulators. Other than previously mentioned, the Company does not intend to sell and has the ability to retain the investment until recovery of each security’s amortized cost; therefore, the securities in these categories are not considered to be other-than-temporarily impaired at December 31, 2023.

139


MIDLAND NATIONAL LIFE INSURANCE COMPANY (a wholly owned subsidiary of Sammons Financial Group, Inc.) NOTES TO FINANCIAL STATEMENTS – STATUTORY BASIS AS OF DECEMBER 31, 2023, 2022 and 2021 (Dollars in Thousands)

Other-than-temporary impairments

As a result of the Company’s review of OTTI of investment securities, OTTI recognized on loan-backed and structured securities is summarized in the following table:


CUSIP	Book/Adjusted Carrying Value Amortized Cost Before Current Period OTTI		Recognized OTTI		Amortized Cost After OTTI		Fair Value at time of OTTI		Date of Financial Statement Where Reported
78520EAA4	$	47,721	$	208	$	47,513	$	45,696	3/31/2023
693342AH0	19,351		9		19,342		19,326		3/31/2023
682337AA8	32,500		128		32,372		31,313		3/31/2023
46619XAA1	8,144		179		7,965		7,331		3/31/2023
46619RAA4	14,191		465		13,726		12,841		3/31/2023
46617TAA2	10,827		76		10,751		9,929		3/31/2023
46590UAA0	39,433		386		39,047		35,725		3/31/2023
456606AF9	255		81		174		177		3/31/2023
02149HBR0	680		220		460		440		6/30/2023
05532CAK5	747		234		513		468		6/30/2023
05532EAR6	7,262		2,229		5,033		4,952		6/30/2023
12668A2P9	2,461		479		1,982		1,869		6/30/2023
45660LA25	1,633		48		1,585		1,210		6/30/2023
46616PAA1	17,562		509		17,053		16,168		6/30/2023
46616QAA9	6,954		230		6,724		6,328		6/30/2023
46616VAA8	11,309		869		10,440		9,891		6/30/2023
61748JAE7	2,398		457		1,941		1,112		6/30/2023
74958WAB2	1,626		84		1,542		1,214		6/30/2023
76113NAC7	1,791		126		1,665		1,470		6/30/2023
80306AAA8	19,116		683		18,433		15,630		6/30/2023
12479RAF4	8,331		95		8,236		7,910		6/30/2023
693342AJ6	18,343		65		18,278		11,969		6/30/2023
88240TAB7	22,907		55		22,852		19,367		6/30/2023
00103CAJ8	6,243		518		5,725		5,725		9/30/2023
61748JAE7	1,926		779		1,147		1,057		9/30/2023
038779AB0	48,181		5,527		42,654		42,655		9/30/2023
40166L703	884		328		556		565		9/30/2023
05532VBB2	188		24		164		158		12/31/2023
07388DAC2	928		23		905		804		12/31/2023
12639MFA8	1,565		187		1,378		1,303		12/31/2023
17309KAK3	806		32		774		755		12/31/2023


			$	15,333

Impairments of $9,318 and $6,015 were recognized during the year due to intent to sell and the amortized cost basis of the security exceeding the present value of expected future cash flows from the security, respectively. Additionally, no impairments were recognized during the year due to the inability or lack of intent to retain the investment for a period of time sufficient to recover the amortized cost basis.

140


MIDLAND NATIONAL LIFE INSURANCE COMPANY (a wholly owned subsidiary of Sammons Financial Group, Inc.) NOTES TO FINANCIAL STATEMENTS – STATUTORY BASIS AS OF DECEMBER 31, 2023, 2022 and 2021 (Dollars in Thousands)

Net investment income and net realized capital gains (losses)

The major categories of net investment income reflected in the statements of operations are summarized as follows:


	2023		2022		2021
Bonds	$	2,534,053	$	2,351,761	$	2,313,227
Preferred stocks	78,691		88,961		79,100
Common stocks	14,703		15,105		13,208
Mortgage loans	176,173		183,527		188,120
Real estate	6,525		6,525		10,074
Policy loans	29,270		23,969		21,190
Cash, cash equivalents and short-term investments	79,043		6,106		2,397
Derivative instruments	(255,426)		(403,530)		764,920
Other invested assets	166,654		197,483		289,754
Other investment income	5,344		3,283		2,318
Total gross investment income	2,835,030		2,473,190		3,684,308
Less: Investment expenses	494,065		284,294		233,552
Net investment income	$	2,340,965	$	2,188,896	$	3,450,756

Investment expenses consist primarily of investment advisory fees, interest expense on repurchase agreements, interest expense on FHLB advances, interest on surplus notes, interest related to derivative collateral liabilities and other expenses related to the administration of investments.

The Company recognized $61, $22,546, and $76,125 of net investment income for the years ended December 31, 2023, 2022, and 2021, respectively related to prepayment penalties or acceleration fees on bonds in the general account that were called. The total number of called bonds in the general account were 1, 30, and 83 for the years ended December 31, 2023, 2022, and 2021, respectively.

The Company recognized $0, $678, and $3,225 of net investment income for the years ended December 31, 2023, 2022, and 2021, respectively related to prepayment penalties or acceleration fees on bonds in the separate account that were called. The total number of called bonds in the separate account were 0, 7, and 16 for the years ended December 31, 2023, 2022, and 2021, respectively.

141


MIDLAND NATIONAL LIFE INSURANCE COMPANY (a wholly owned subsidiary of Sammons Financial Group, Inc.) NOTES TO FINANCIAL STATEMENTS – STATUTORY BASIS AS OF DECEMBER 31, 2023, 2022 and 2021 (Dollars in Thousands)

The major categories of net realized capital gains (losses) reflected in the statements of operations are summarized as follows:


	2023		2022		2021
Bonds	$	(222,049)	$	(232,283)	$	666,002
Preferred stocks	(240,506)		(511)		3,713

Common stocks - other	(25,172)		(1,450)		17,119
Mortgage loans	(12,541)		(70)		13,022

Short-term investments	—		(23)		599
Derivative instruments	(18,165)		13,952		3,604
Other invested assets	4,572		362		27,039
Realized capital gains (losses)	(513,861)		(220,023)		731,098
Income tax effects	122,649		30,414		(180,995)
Amounts transferred to IMR (net of federal income taxes of $(29,010), $(41,769) and $153,881)	109,132		157,131		(578,886)
Net realized capital losses	$	(282,080)	$	(32,478)	$	(28,783)

Proceeds from the sale of investments in bonds and the gross gains and losses realized on these sales (excluding OTTI losses, maturities, calls, exchanges and prepayments) were as follows:


	2023		2022		2021
Proceeds from sales	$	5,304,764	$	7,633,843	$	7,345,316
Gross realized gains	63,968		101,055		742,989
Gross realized losses	(293,228)		(231,403)		(38,326)

The gross realized gains (losses) on the bonds represent the difference between the proceeds from the sale of the bonds and the basis of the bonds, which is primarily amortized cost.

Mortgage loans

The following table summarizes the Company’s mortgage loans by property type:


	2023				2022
	Carrying Value		% of Total		Carrying Value		% of Total
Office	$	1,549,095	41	%	$	1,679,943	44	%
Retail	779,294		21	%	770,983		20	%
Hotel	745,283		20	%	646,030		17	%
Industrial	387,114		10	%	302,512		8	%
Multi-family	192,096		5	%	275,721		7	%
Other	122,914		3	%	123,418		3	%
Medical	14,624		0	%	36,818		1	%

Total	$	3,790,420	100	%	$	3,835,425	100	%

142


MIDLAND NATIONAL LIFE INSURANCE COMPANY (a wholly owned subsidiary of Sammons Financial Group, Inc.) NOTES TO FINANCIAL STATEMENTS – STATUTORY BASIS AS OF DECEMBER 31, 2023, 2022 and 2021 (Dollars in Thousands)

Mortgage loans by United States geographic locations are as follows:


	2023				2022
	Carrying Value		% of Total		Carrying Value		% of Total
Pacific	$	1,148,049	30	%	$	1,061,650	27	%
South Atlantic	924,705		24	%	946,011		25	%
Middle Atlantic	830,001		22	%	914,950		24	%
Mountain	494,743		13	%	364,931		10	%
New England	163,628		4	%	167,405		4	%
West North Central	74,350		2	%	75,909		2	%
East North Central	63,122		2	%	120,789		3	%
East South Central	61,107		2	%	136,932		4	%
West South Central	30,715		1	%	46,848		1	%
	$	3,790,420	100	%	$	3,835,425	100	%

The Company’s mortgage loans by origination year are as follows:


	Carrying Value		% of Total
2023	$	300,200	8	%
2022	934,103		25	%
2021	330,585		9	%
2020	142,486		4	%
2019 and prior	2,083,046		54	%
	$	3,790,420	100	%

The Company has no outstanding commitments on mortgage loans at December 31, 2023.

Any loan delinquent on contractual payments over 90 days past due is considered non-performing. At December 31, 2023, there were two non-performing commercial mortgage loans, with carrying values of $6,769 that were over 90 days past due on contractual payments. At December 31, 2022, there were no non-performing commercial loans that were over 90 days past due on contractual payments.

Mortgage loan equivalent ratings are based on the expected loss of the security rather than the probability of defaults. Ratings are assessed by looking at the financial condition of the borrower to make required payments, including the value of the underlying collateral, the market in which the collateral is operating and the level of associated debt.

143


MIDLAND NATIONAL LIFE INSURANCE COMPANY (a wholly owned subsidiary of Sammons Financial Group, Inc.) NOTES TO FINANCIAL STATEMENTS – STATUTORY BASIS AS OF DECEMBER 31, 2023, 2022 and 2021 (Dollars in Thousands)

Information regarding the Company’s credit quality indicators for its recorded investment in mortgage loans, gross of valuation allowances is as follows:


	December 31, 2023				December 31, 2022
	Carrying Value		% of Total		Carrying Value		% of Total
Internal credit risk grade:
CM1	$	1,748,099	46	%	1,487,058		39	%
CM2	1,725,213		46	%	2,099,831		54	%
CM3	267,915		7	%	191,230		5	%
CM4	15,829		0	%	37,742		1	%

In or near default	33,364		1	%	19,564		1	%
Total mortgage loans	$	3,790,420	100	%	$	3,835,425	100	%

The Company acquired 6 new commercial mortgage loans in 2023 with interest rates ranging from 4.58% to 6.70%.

Information regarding the Company’s loan to value ratio for its recorded investment in mortgage loans, gross of valuation allowances is as follows:


	December 31, 2023				December 31, 2022
	Carrying Value		% of Total		Carrying Value		% of Total
Less than 50%	$	2,108,878	56	%	$	2,343,810	60	%
50% to 60%	939,488		25	%	1,137,486		30	%
61% to 70%	735,060		19	%	334,565		9	%
71% to 80%	6,994		0	%	—		0	%
81% to 90%	—		0	%	—		0	%
91% to 100%	—		0	%	—		0	%
Over 100%	$	—	0	%	$	19,564	1	%
Total mortgage loans	$	3,790,420	100	%	$	3,835,425	100	%

The loan-to-value ratio is determined using the most recent appraised value. Appraisals are ordered at origination, and updated when and if there is an indication of a possible significant collateral decline or there are loan modifications or refinance requests. A loan-to-value ratio in excess of 100% indicates the unpaid loan amount exceeds the underlying collateral.

The Company reviews its mortgage loans for impairment on an on-going basis.It considers such factors as delinquency of payments, decreases in the value of underlying properties, the financial condition of the mortgagor and the impact of general economic conditions in the geographic areas of the properties collateralizing the mortgages. Once the determination is made that a mortgage loan is impaired, the primary consideration used to determine the amount of the impairment is the fair market value of the underlying property. The Company assumes it would receive the proceeds from the sale of the underlying property less sale expenses. The Company maintains a general allowance for mortgage loan losses. The allowance is determined through an analysis of specific loans that are believed to have a higher risk of credit impairment. The Company held an allowance of $12,207 and $3,456 at December 31, 2023 and 2022, respectively.

144


MIDLAND NATIONAL LIFE INSURANCE COMPANY (a wholly owned subsidiary of Sammons Financial Group, Inc.) NOTES TO FINANCIAL STATEMENTS – STATUTORY BASIS AS OF DECEMBER 31, 2023, 2022 and 2021 (Dollars in Thousands)

Three mortgage loans were impaired during the year ended December 31, 2023, via direct write down of the carrying amount of the loans in the amount of $11,442. The impairments were recognized in net realized capital losses in the statements of operations. There were no mortgage loans impaired during the year ended December 31, 2022. One mortgage loan was impaired during the year ended December 31, 2021, via direct write down of the carrying amount of the loan in the amount of $5,936. The impairment was recognized in net realized capital losses in the statements of operations.

The recorded investment and unpaid principal balance of the impaired mortgage loans are $45,570 and $57,012, respectively, as of December 31, 2023. The average recorded investment in impaired loans was $34,176 and $23,391 for the years ended December 31, 2023 and 2022, respectively.

The Company did not take ownership of real estate in satisfaction of any mortgage loans during 2023 and 2022. Real estate acquired through foreclosure is a component of real estate in the statement of admitted assets, liabilities, and capital and surplus.

Credit risk concentration

The Company generally strives to maintain a diversified invested assets portfolio. Credit risk concentrations to any single issuer or groups of issuers with similar credit profiles are closely monitored. Other than investments in U.S. government or U.S. government agencies, the Company has no significant concentration of credit risk.

Restricted assets

The following assets are subject to applicable restrictions under each of the following areas:


	December 31, 2023
Restricted Asset Category	Total Admitted Restricted		Gross Restricted to Total Assets		Admitted Restricted to Total Admitted Assets
Subject to repurchase agreements	$	6,204,335	8	%	8	%
FHLB capital stock	148,276		0	%	0	%
On deposit with states	3,274		0	%	0	%
Pledged as collateral to FHLB	3,072,795		4	%	4	%
Pledged as collateral not captured in other categories	45,632		0	%	0	%
Total restricted assets	$	9,474,312	12	%	12	%


	December 31, 2022
Restricted Asset Category	Total Admitted Restricted		Gross Restricted to Total Assets		Admitted Restricted to Total Admitted Assets
Subject to repurchase agreements	$	5,580,088	7	%	7	%
FHLB capital stock	132,912		0	%	0	%
On deposit with states	3,295		0	%	0	%
Pledged as collateral to FHLB	3,072,795		4	%	4	%
Pledged as collateral not captured in other categories	48,119		0	%	0	%
Total restricted assets	$	8,837,209	11	%	11	%

145


MIDLAND NATIONAL LIFE INSURANCE COMPANY (a wholly owned subsidiary of Sammons Financial Group, Inc.) NOTES TO FINANCIAL STATEMENTS – STATUTORY BASIS AS OF DECEMBER 31, 2023, 2022 and 2021 (Dollars in Thousands)

Other

FHLB

The Company is a member of FHLB of Des Moines. In order to maintain its membership and borrow funds, the Company is required to purchase FHLB equity securities. As of December 31, 2023 and 2022, the Company owns common stock totaling $148,276 and $132,912, respectively, which is carried at cost. Resale of these securities is restricted only to FHLB. As a member of FHLB, the Company can borrow money provided that FHLB’s collateral and stock ownership requirements are met. The maximum amount a member can borrow is equal to thirty percent of the Company’s asset balance as of the prior quarter end subject to availability of acceptable collateral. The interest rate and repayment terms differ depending on the type of advance and the term selected. At December 31, 2023 and 2022, the Company had outstanding advances of $3,072,795 from FHLB (see Note 7).

Deposits with regulatory authorities

At December 31, 2023 and 2022, securities (primarily bonds) with admitted carrying values of $3,274 and $3,295 respectively, were on deposit with regulatory authorities as required by law.

146


MIDLAND NATIONAL LIFE INSURANCE COMPANY (a wholly owned subsidiary of Sammons Financial Group, Inc.) NOTES TO FINANCIAL STATEMENTS – STATUTORY BASIS AS OF DECEMBER 31, 2023, 2022 and 2021 (Dollars in Thousands)

4.DERIVATIVES AND DERIVATIVE INSTRUMENTS

The following table presents the notional amounts, estimated fair value and carrying value of derivatives:


	December 31, 2023
	Notional Amount		Estimated Fair Value		Carrying Value
Assets:
Derivative instruments:
Call options	$	24,598,064	$	1,734,035	$	631,051
Futures	44,103		7,295		7,295


Interest rate swaps	82,000		2,860		2,860
			$	1,744,190	$	641,206
Liabilities:
Derivative instruments:
Interest rate swaps	$	400,000	$	8,653	$	8,653
Foreign exchange forwards	73,311		1,761		1,761
Written options	9,187,699		841,173		239,028
			$	851,587	$	249,442


	December 31, 2022
	Notional Amount		Estimated Fair Value		Carrying Value
Assets:
Derivative instruments:
Call options	$	23,095,880	$	546,347	$	599,246
Futures	1,537		4,342		4,342
Interest rate floors	113,000		—		—
Foreign exchange forwards	56,136		1,835		1,835
Interest rate swaps	887,000		2,658		16,085
			$	555,182	$	621,508
Liabilities:
Derivative instruments:
Interest rate swaps	$	950,000	$	12,648	$	12,648
Foreign exchange forwards	52,781		1,678		1,678
Written options	7,618,908		229,542		271,812
			$	243,868	$	286,138

147


MIDLAND NATIONAL LIFE INSURANCE COMPANY (a wholly owned subsidiary of Sammons Financial Group, Inc.) NOTES TO FINANCIAL STATEMENTS – STATUTORY BASIS AS OF DECEMBER 31, 2023, 2022 and 2021 (Dollars in Thousands)

The following table presents the impact of derivatives on net investment income and change in unrealized capital gains (losses):


	2023		2022		2021
Gain (loss) recognized in net investment income
Options	$	(253,237)	$	(335,498)	$	553,436
Futures	(860)		(72,914)		208,649
Interest rate swaps	(1,143)		3,550		(144)
Interest rate floors	(186)		1,332		2,979
	$	(255,426)	$	(403,530)	$	764,920

Gain (loss) recognized in net unrealized gains (losses):
Interest rate swaps	$	(3,273)	$	(3,813)	$	1,293
Interest rate floors	186		(3,430)		(3,711)

Foreign exchange derivatives	(1,918)		1,877		31
	$	(5,005)	$	(5,366)	$	(2,387)

The Company accounts for its financial options, futures, interest rate swaps, and other derivatives in accordance with SSAP 86, Accounting for Derivative Instruments and Hedging, Income Generation, and Replication (Synthetic Asset) Transactions, except for those options accounted for in accordance with IAC 191-97, as discussed in Note 1. Following is a discussion of the various derivatives used by the Company.

Options and futures

The Company has indexed annuity and indexed universal life products that provide for a guaranteed base return and a higher potential return tied to several major equity market indices. In order to fund these benefits the Company purchases index options that compensate the Company for any appreciation over the strike price and offsets the corresponding increase in the policyholder obligation. The Company also enters futures contracts to compensate it for increases in the same indices. The Company classifies these options and futures as derivative instruments.

In accordance with IAC 191-97, the Company carries financial options at amortized cost and amortizes the cost of the index options against investment income over the term of the option. When the options mature, any value received by the Company is reflected as investment income.

The futures contracts have no initial cost and are marked to market daily. That daily mark-to-market is settled through the Company’s variation margin accounts maintained with the counterparty. The Company reports the change in the futures variation margin accounts as investment income.

The hedged annuity liabilities are reported in the statutory statements of admitted assets, liabilities and capital and surplus as a component of liabilities for future policy benefits in accordance with IAC 191-97 and credited indexed returns are reflected in the reserve as realized based on actual index performance. The hedged life liabilities are reported in the statutory statements of admitted assets, liabilities and capital and surplus as a component of liabilities for future policy benefits equal to the implied fair value appreciation of the index options until the policy anniversary date. At the anniversary date, the annuity and life policyholder account values are revalued with amounts credited to the policyholders recognized as a component of increase in aggregate reserves.

148


MIDLAND NATIONAL LIFE INSURANCE COMPANY (a wholly owned subsidiary of Sammons Financial Group, Inc.) NOTES TO FINANCIAL STATEMENTS – STATUTORY BASIS AS OF DECEMBER 31, 2023, 2022 and 2021 (Dollars in Thousands)

Other derivative instruments

The Company has entered into interest rate floor and interest rate swap agreements to help manage its overall exposure to interest rate changes. These other derivative instruments do not hedge specific assets or liabilities and as such are not accounted for under hedge accounting. In accordance with SSAP 86, these swaps and floors are reported at fair value in the statements of admitted assets, liabilities and capital and surplus and changes in the fair value are reported as a change in unassigned surplus. The Company recognizes income (expense) on interest rate floor and swaps through investment income. This income is received or paid on reset/settlement date and is accrued until the next reset date.

The Company has entered into foreign currency forwards to protect itself against currency fluctuations on foreign currency denominated financial instruments. These forwards are reported at fair value in the statutory statements of admitted assets, liabilities, and capital and surplus and changes in fair value are reported as a component of change in unassigned surplus.

The following relates to interest rate swaps and interest rate floors. The interest rates are measured against SOFR:


	2023	2022
Interest rate swaps:
Fixed rates	0.72% to 3.23%	0.43% to 4.34%
Variable rates	5.61%	4.30% to 4.77%
Interest rate floors, strike rates	0.00%	3.00%

Long-dated corporate bonds with fixed coupons are paired with long dated fixed to float interest rate swaps in replication transactions. This replication asset, together with a shorter term float to fixed interest rate swap, helps match the duration and cash flows of the assets and liabilities. The interest rate swaps that are part of a replicated asset are carried at amortized cost consistent with the cash component of the replicated asset. At December 31, 2023, the Company did not hold any interest rate swaps that were part of replication assets. At December 31, 2022, the Company held interest rate swaps that were part of replication assets with a fair value of $(12,173) and a carrying value of $1,135.

Collateral on derivatives

As a result of market value changes, certain financial institutions involved in the interest rate swap agreements and financial options deposit cash with the Company to collateralize these obligations. The cash collateral and the amount that the Company was permitted to repledge were $358,445 and $151,286 at December 31, 2023 and 2022, respectively. The obligation to repay the collateral is reflected in repurchase agreements, FHLB advances and collateral on derivatives in the statements of admitted assets, liabilities and capital and surplus.

The Company generally limits its selection of counterparties that are obligated under its non-exchange traded derivative contracts to those with investment grade ratings. As of December 31, 2023, no counterparty had more than 2% exposure to the fair value of the Company’s derivative contracts. Entering into such agreements from financial institutions with long-standing performance records minimizes the credit risk. The amounts of such exposure are essentially the net replacement cost or fair value for such agreements with each counterparty, as well as any interest due the Company from the last interest payment period less any collateral posted by the financial institution.

5.OFFSETTING OF ASSETS AND LIABILITIES

Certain of the Company’s derivative instruments are subject to enforceable master netting arrangements that provide for the net settlement of all derivative contracts between the Company and counterparty in the event of default or upon the occurrence of certain termination events. Collateral support agreements are

149


MIDLAND NATIONAL LIFE INSURANCE COMPANY (a wholly owned subsidiary of Sammons Financial Group, Inc.) NOTES TO FINANCIAL STATEMENTS – STATUTORY BASIS AS OF DECEMBER 31, 2023, 2022 and 2021 (Dollars in Thousands)

also in place requiring the Company or the counterparty to pledge collateral in the event minimum thresholds have been reached, typically related to the fair value of the outstanding derivatives. Additionally, certain of the Company’s repurchase agreements provide for net settlement on termination of the agreement.

The Company reports derivative instruments and repurchase agreements on a gross basis within the statements of admitted assets, liabilities, and capital and surplus.

The tables below present the Company’s gross and net derivative instruments and gross and net repurchase agreements by asset and liabilities:


	December 31, 2023
	Gross Amounts Presented in the Balance Sheet		Collateral- Financial Instruments and/or Cash		Net Amount
Offsetting of financial assets:
Derivatives	$	641,206	$	358,445	$	282,761
Total financial assets	$	641,206	$	358,445	$	282,761

Offsetting of financial liabilities:
Derivatives	$	249,442	$	—	$	249,442
Repurchase agreements	4,765,951		4,765,951		—
Total financial liabilities	$	5,015,392	$	4,765,951	$	249,442


	December 31, 2022
	Gross Amounts Presented in the Balance Sheet		Collateral- Financial Instruments and/or Cash		Net Amount
Offsetting of financial assets:
Derivatives	$	621,508	$	151,286	$	470,222
Total financial assets	$	621,508	$	151,286	$	470,222

Offsetting of financial liabilities:
Derivatives	$	286,138	$	—	$	286,138
Repurchase agreements	4,805,897		4,805,897		—
Total financial liabilities	$	5,092,035	$	4,805,897	$	286,138

6.REAL ESTATE AND EQUIPMENT

The Company purchases and capitalizes various classes of assets in the regular course of its insurance operations. These assets are amortized using the straight-line and accelerated declining balance methodologies over a specified period of years that varies with the class of asset that ranges from 3 years to 39 years. The depreciation expense recorded in 2023, 2022 and 2021 was $25,927, $19,886 and $22,935, respectively. Following is a summary of the capitalized assets (including the Company’s office buildings and real estate acquired in satisfaction of mortgage loans) and the related accumulated depreciation for the major classes of assets:

150


MIDLAND NATIONAL LIFE INSURANCE COMPANY (a wholly owned subsidiary of Sammons Financial Group, Inc.) NOTES TO FINANCIAL STATEMENTS – STATUTORY BASIS AS OF DECEMBER 31, 2023, 2022 and 2021 (Dollars in Thousands)


	Range of Useful Lives	2023		2022

Land	N/A	$	10,936	$	10,936
Land improvements	15 years	1,099		1,099
Buildings and improvements	39 years	100,853		98,879
Leasehold improvements	10 years	2,115		2,162
Furniture and fixtures	7 years	6,203		6,335
Computer equipment and software	3 years	292,356		262,931
Other	5 years	38		38
		413,600		382,380
Accumulated depreciation		(250,389)		(242,523)
Nonadmitted		(60,802)		(36,059)
Net admitted value		$	102,409	$	103,798

The net admitted value of these assets is reflected in the following lines in the Company’s statements of admitted assets, liabilities and capital and surplus:


	2023		2022
Real Estate	$	98,402	$	99,050
Other admitted assets	4,007		4,748

At December 31, 2023 and 2022, real estate consists of $98,402 and $99,050, respectively, for the Company’s offices.

7.FHLB ADVANCES

The Company is a member of FHLB of Des Moines. In accordance with the FHLB membership agreement, the Company can be required to purchase FHLB common stock in order to borrow funds. These borrowings are reported as FHLB advances in the statements of admitted assets, liabilities and capital and surplus. The Company purchased $15,364 and $0 of additional common stock in 2023 and 2022, respectively. The Company did not sell any common stock in 2023 or 2022. In addition, the Company has posted mortgage loans and agency MBS/CMO fixed income securities with fair values in excess of the amount of the borrowings as collateral.

The amount of FHLB stock held is as follows:


	2023		2022
Membership stock - class A	$	10,000	$	10,000
Activity stock	138,276		122,912
Total	$	148,276	$	132,912

The Class A Membership Stock is not eligible for redemption.

At December 31, 2023 and 2022, the Company had outstanding advances of $3,072,795. It is not part of the Company’s strategy to utilize these funds for operations, and any funds obtained from the FHLB of Des Moines for use in general operations would be accounted for consistent with SSAP No. 15 as borrowed money. The purpose of the advances is to complement the Company’s repurchase agreement program.

151


MIDLAND NATIONAL LIFE INSURANCE COMPANY (a wholly owned subsidiary of Sammons Financial Group, Inc.) NOTES TO FINANCIAL STATEMENTS – STATUTORY BASIS AS OF DECEMBER 31, 2023, 2022 and 2021 (Dollars in Thousands)

The advances are reported as a component of repurchase agreements, FHLB advances and collateral on derivatives in the statements of admitted assets, liabilities and capital and surplus. The borrowings outstanding at December 31, 2023 is as follows:


Maturity Date	Advance		Rate
1/11/2024	$	75,000	1.93%
4/1/2024	57,000		0.57%
10/4/2024	70,000		5.51%
10/30/2024	150,000		5.50%
12/18/2024	65,000		5.43%
2/3/2025	2,000		4.63%
2/10/2025	85,000		4.65%
2/11/2025	88,960		0.86%
2/14/2025	50,000		4.64%
3/14/2025	400,000		1.03%
3/17/2025	400,000		4.65%
3/18/2025	200,000		0.90%
5/2/2025	90,000		0.95%
5/19/2025	70,000		4.30%
6/27/2025	155,455		2.55%
2/3/2026	48,000		4.34%
2/10/2026	60,000		4.32%
2/14/2026	80,000		4.31%
6/26/2026	155,455		4.49%
9/9/2026	203,125		1.28%
11/20/2026	150,000		0.88%
11/23/2026	157,800		0.88%
12/18/2026	260,000		0.89%
	$	3,072,795

Interest expense incurred during 2023, 2022 and 2021 was $61,853, $42,178 and $57,009, respectively, and is reported as a component of net investment income in the statements of operations. The Company has determined the actual maximum borrowing capacity as $3,889,653. The Company calculated this amount in accordance with limitations in the FHLB capital plan (e.g., current FHLB capital stock, limitations in the FHLB capital plan, current and potential acquisitions of FHLB capital stock, etc.).

152


MIDLAND NATIONAL LIFE INSURANCE COMPANY (a wholly owned subsidiary of Sammons Financial Group, Inc.) NOTES TO FINANCIAL STATEMENTS – STATUTORY BASIS AS OF DECEMBER 31, 2023, 2022 and 2021 (Dollars in Thousands)

The amount of collateral pledged to the FHLB is as follows:


Amount pledged as of reporting date	Fair Value	Carrying Value	Aggregate total borrowing
2023	4,727,913	5,389,439	3,072,795
2022	4,797,917	5,339,067	3,072,795

Maximum amount pledged during reporting period	Fair Value	Carrying Value	Amount borrowed at time of maximum collateral
2023	5,010,209	5,576,742	3,072,795
2022	4,881,464	5,383,561	3,072,795

153


MIDLAND NATIONAL LIFE INSURANCE COMPANY (a wholly owned subsidiary of Sammons Financial Group, Inc.) NOTES TO FINANCIAL STATEMENTS – STATUTORY BASIS AS OF DECEMBER 31, 2023, 2022 and 2021 (Dollars in Thousands)

8.REPURCHASE AGREEMENTS

The following tables summarizes the repurchase agreements accounted for as a secured borrowing for the Company:

Type of Repo Trades Used

2023

First
Quarter

Second
Quarter

Third
Quarter

Fourth
Quarter

Bilateral (YES/NO)

YES

Tri-party (YES/NO)

YES

Original (flow) & residual maturity


	2023
	First Quarter		Second Quarter		Third Quarter		Fourth Quarter
Maximum amount
Open - no maturity	$	141,398	$	121,398	$	121,398	$	1,398
Overnight	160,000		15,000		105,000		494,969
2 days to 1 week	220,000		248,577		178,000		494,969
>1 week to 1 month	220,000		1,054,412		203,400		494,969
>1 month to 3 months	59,000		579,398		344,969		494,969
>3 months to 1 year	1,789,367		1,789,367		1,082,969		1,107,000
>1 year	3,091,133		3,564,153		3,739,553		3,681,553

Ending balance
Open - no maturity	$	121,398	$	121,398	$	1,398	$	1,398
Overnight	—		—		—		—
2 days to 1 week	—		—		—		—
>1 week to 1 month	—		105,000		—		—
>1 month to 3 months	—		248,400		344,969		415,000
>3 months to 1 year	1,789,367		904,969		588,000		837,000
>1 year	2,855,133		3,386,153		3,681,553		3,512,553

154


MIDLAND NATIONAL LIFE INSURANCE COMPANY (a wholly owned subsidiary of Sammons Financial Group, Inc.) NOTES TO FINANCIAL STATEMENTS – STATUTORY BASIS AS OF DECEMBER 31, 2023, 2022 and 2021 (Dollars in Thousands)

Securities sold under repo- secured borrowing


	2023
	First Quarter		Second Quarter		Third Quarter		Fourth Quarter
Maximum amount
Book adjusted carrying value ("BACV")	XXX		XXX		XXX		$	5,580,088
Nonadmitted - subset of BACV	XXX		XXX		XXX		XXX
Fair value	$	4,915,296	$	5,310,025	$	5,310,025	$	5,310,025

Ending Balance
BACV	XXX		XXX		XXX		$	6,204,335
Nonadmitted - subset of BACV	XXX		XXX		XXX		XXX
Fair value	$	4,915,296	$	5,310,025	$	5,075,045	$	5,244,522

Securities sold under repo- secured borrowing by NAIC designation


	As of December 31, 2023
	NONE		NAIC 1		NAIC 2		NAIC 3
Bonds – BACV	$	—	$	1,209,153	$	1,806,089	$	—
Bonds – FV	—		983,586		1,597,301		—
LB & SS – BACV	—		3,189,093		—		—
LB & SS – FV	—		2,909,734		—		—
Total assets – BACV	$	—	$	4,398,246	$	1,806,089	$	—
Total assets – FV	$	—	$	3,893,320	$	1,597,301	$	—

As of December 31, 2023

NAIC 4

NAIC 5

NAIC 6

Non-Admitted

Bonds – BACV

—

Bonds – FV

—

LB & SS – BACV

—

LB & SS – FV

—

Total assets – BACV

—

Total assets – FV

—

155


MIDLAND NATIONAL LIFE INSURANCE COMPANY (a wholly owned subsidiary of Sammons Financial Group, Inc.) NOTES TO FINANCIAL STATEMENTS – STATUTORY BASIS AS OF DECEMBER 31, 2023, 2022 and 2021 (Dollars in Thousands)

Collateral received- secured borrowing


	2023
	First Quarter		Second Quarter		Third Quarter		Fourth Quarter
Maximum Amount
Cash	$	5,680,897	$	7,372,303	$	5,775,289	$	6,769,827
Securities (FV)	—		—		—		—

Ending Balance
Cash	$	4,765,897	$	4,765,920	$	4,615,920	$	4,765,951
Securities (FV)	—		—		—		—

Cash and non-cash collateral received- secured borrowing by NAIC designation


	As of December 31, 2023
	NONE		NAIC 1		NAIC 2		NAIC 3
Ending balance
Cash	$	4,765,951	$	—	$	—	$	—
Total collateral assets – FV	$	4,765,951	$	—	$	—	$	—

	As of December 31, 2023
	NAIC 4		NAIC 5		NAIC 6		Does Not Qualify As Admitted
Ending balance
Cash	$	—	$	—	$	—	$	—
Total collateral assets – FV	$	—	$	—	$	—	$	—

Allocation of aggregate collateral by remaining contractual maturity


	As of December 31, 2023
	Fair Value
Overnight and continuous	$	1,398

31 to 90 days	415,000
> 90 days	4,349,553

156


MIDLAND NATIONAL LIFE INSURANCE COMPANY (a wholly owned subsidiary of Sammons Financial Group, Inc.) NOTES TO FINANCIAL STATEMENTS – STATUTORY BASIS AS OF DECEMBER 31, 2023, 2022 and 2021 (Dollars in Thousands)

Allocation of aggregate collateral reinvested by remaining contractual maturity


	As of December 31, 2023
	Amortized Cost		Fair Value

31 to 60 days	$	769	$	769



181 to 365 days	4,522		4,567
1 to 2 years	15,247		15,032
2 to 3 years	70,689		64,308
> 3 years	5,027,910		4,681,991

Liability to return collateral- secured borrowing


	2023
	FIRST QUARTER		SECOND QUARTER		THIRD QUARTER		FOURTH QUARTER
Maximum amount
Cash (collateral - all)	$	5,680,897	$	7,372,303	$	5,775,289	$	6,769,827
Securities collateral (FV)	—		—		—		—

Ending balance
Cash (collateral - all)	$	4,765,897	$	4,765,920	$	4,615,920	$	4,765,951
Securities collateral (FV)	—		—		—		—

In addition to the securities summarized in the maturity distribution above, the Company holds short-term investments representing the balance of the repurchase agreement liabilities. The Master Repurchase Agreements with the various counterparties do not require the Company to invest the proceeds in securities with maturities matching the maturities of the repurchase agreement liabilities. As previously stated, a majority of the Company’s repurchase agreements are for terms of greater than one year. The Company has sufficient cash flows from operations and investment maturities, pay downs and calls to meet the repurchase obligations under the outstanding agreements. In addition, the Company has the ability to sell securities to meet future repayment obligations under the agreements.

9.REINSURANCE

The Company is primarily involved in the cession and, to a lesser degree, assumption of life and annuity reinsurance with other companies. Reinsurance premiums and claims ceded and assumed for the years ended December 31 are as follows:


	2023				2022				2021
	Ceded		Assumed		Ceded		Assumed		Ceded		Assumed

Premiums written	$	2,034,325	$	857	$	4,267,463	$	874	$	3,904,711	$	1,666
Claims incurred	470,866		8,767		461,340		12,820		528,126		21,882
Reserve changes	800,289		(85,762)		3,366,335		(74,936)		3,480,002		(354,673)

Premiums and benefits incurred are stated net of the amounts of premiums and claims assumed and ceded. Policy benefit reserves and policy claims and benefits payable are reported net of the related reinsurance

157


MIDLAND NATIONAL LIFE INSURANCE COMPANY (a wholly owned subsidiary of Sammons Financial Group, Inc.) NOTES TO FINANCIAL STATEMENTS – STATUTORY BASIS AS OF DECEMBER 31, 2023, 2022 and 2021 (Dollars in Thousands)

receivables. These receivables are recognized in a manner consistent with the liabilities related to the underlying reinsured contracts.

The Company is a party to a reinsurance agreement with North American. In this indemnity agreement, the Company assumes 80% of all policies issued by North American on or after January 1, 2014 of specific annuity plans. The Company recognized $762, $779 and $775 at December 31, 2023, 2022 and 2021, respectively, of premium under this agreement in the statements of operations. The Company retrocedes 100% of this business to a third party reinsurer through a modified coinsurance agreement.

The Company is a party to a modified coinsurance agreement with a third-party reinsurer. This indemnity agreement covers 80% of all policies issued by the Company on or after January 1, 2014 of specific annuity plans along with 100% of the business the Company assumes from North American in the coinsurance agreement discussed in the previous paragraph. In this agreement, the Company retains, on behalf of the reinsurer, assets equal to the statutory liabilities associated with the reinsured policies. The Company recognized $623,214 and $877,162 at December 31, 2023 and 2022, respectively, of modified coinsurance reserves under this agreement in the statements of admitted assets, liabilities, and capital and surplus.

The Company is party to a reinsurance agreement providing for the coinsurance of 30% for certain policies that were acquired from an acquisition in 2002. The reinsurer assumes 30% of the net premiums and benefits related to this block of business and reimburses the Company for various expenses related to this business through the expense allowances provided for in the agreement. Reserve credits of $244,157 and $255,315 associated with this agreement are reported as a component of liabilities for future policy benefits in the statements of admitted assets, liabilities, and capital and surplus as of December 31, 2023 and 2022, respectively.

The Company is a party to two funds withheld coinsurance agreements with a third-party reinsurer. These are indemnity agreements that cover 50% of substantially all policies of specific annuity plans issued from January 1, 2002 through March 31, 2005, 60% of substantially all policies of specific annuity plans issued from April 1, 2005 through February 29, 2008 and 50% of substantially all policies of specific annuity plans issued from March 1, 2008 through November 30, 2013 of specific annuity plans. In these agreements, the Company agrees to withhold, on behalf of the assuming company, assets equal to the statutory reserve associated with these policies. A funds withheld liability of $2,156,571 and $2,542,336 is reflected as a component of funds held under coinsurance in the statements of admitted assets, liabilities and capital and surplus as of December 31, 2023 and 2022, respectively.

The Company is a party to a coinsurance agreements with a third-party reinsurer. This indemnity agreement covers 100% of all policies issued from January 1, 2008 through September 30, 2009 of specific annuity plans. Reserve credits of $77,241 and $107,993, associated with this agreement are reported as a component of liabilities for future policy benefits in the statements of admitted assets, liabilities, and capital and surplus as of December 31, 2023 and 2022, respectively. In addition, reserve credits of $1,105 and $1,690 associated with this agreement are reported as a component of policy and contract claims in the statements of admitted assets, liabilities, and capital and surplus as of December 31, 2023 and 2022, respectively.

The Company is party to a coinsurance and yearly renewable term agreement with a third-party reinsurer that was effective on January 1, 2016. The Company ceded policies issued during 2016 for specific annuity plans. Premiums ceded under this agreement of $28,214, $25,719 and $20,352 are reported as a component of life insurance and annuity premiums and other considerations in the statements of operations for the year ended December 31, 2023, 2022 and 2021, respectively. Reserve credits of $159,599 and $152,896 associated with this agreement are reported as a component of liabilities for future policy benefits in the statements of admitted assets, liabilities and capital and surplus as of December 31, 2023 and 2022, respectively. A funds withheld liability of $122,541 and $96,129 is reflected as a component of funds held under coinsurance in the statements of admitted assets, liabilities and capital and surplus as of December 31, 2023 and 2022, respectively.

158


MIDLAND NATIONAL LIFE INSURANCE COMPANY (a wholly owned subsidiary of Sammons Financial Group, Inc.) NOTES TO FINANCIAL STATEMENTS – STATUTORY BASIS AS OF DECEMBER 31, 2023, 2022 and 2021 (Dollars in Thousands)

The Company has a coinsurance agreement with MNL Re, an affiliated limited purpose subsidiary life insurance company. The agreement has subsequently been amended to extend the term and increase the life insurance policies covered under the agreement. The Company ceded a defined block of permanent life insurance products to MNL Re. The Company recognized reserve credits of $1,140,561 and $1,299,032 under this agreement on December 31, 2023 and 2022, respectively, which are reflected as a component of liabilities for future policy benefits in the statements of admitted assets, liabilities and capital and surplus. The Company recognized $840,810 and $779,076 at December 31, 2023 and 2022, respectively, of funds held under coinsurance under this agreement in the statements of admitted assets, liabilities and capital and surplus. The reserve credit was supported by a contingent note guarantee (“LLC Note”) with a balance of $277,556 and $513,753 for 2023 and 2022, respectively. The LLC Note held by MNL Re, which functions in a manner similar to a standby letter of credit and which Midland National is a beneficiary, is an admitted asset under Iowa prescribed practice and the surplus generated by this prescribed practice has been retained in the carrying value of MNL Re.

On December 31, 2011, the Company entered into a coinsurance agreement with Solberg Re, an affiliated limited purpose subsidiary life insurance company. The agreement has subsequently been amended to extend the term and increase the life insurance policies covered under the agreement. The Company ceded a defined block of term life insurance to Solberg Re. The Company received experience refunds related to this agreement of $5,925, $789 and $10,241 during the years ended December 31, 2023, 2022 and 2021, respectively. The Company recognized reserve credits of $502,917 and $524,486 under this agreement on December 31, 2023 and 2022, respectively, which are reflected as a component of liabilities for future policy benefits in the statements of admitted assets, liabilities and capital and surplus. The Company recognized $200,043 and $201,852 at December 31, 2023 and 2022, respectively, of funds held under coinsurance under this agreement which is reported as funds held under coinsurance in the statements of admitted assets, liabilities and capital and surplus. The reserve credit was supported by an LLC Note with a balance of $302,874 and $322,634 for 2023 and 2022, respectively. The LLC Note held by Solberg Re, which functions in a manner similar to a standby letter of credit and which Midland National is a beneficiary, is an admitted asset under Iowa prescribed practice and the surplus generated by this prescribed practice has been retained in the carrying value of Solberg Re.

On September 30, 2019, the Company entered into a coinsurance agreement with Canal Re, an affiliated limited purpose subsidiary life insurance company. The Company ceded a defined block of term life insurance products to Canal Re. The Company received experience refunds related to this agreement of $20,594 and $27,653 during the years ended December 31, 2023 and 2022, respectively. The Company recognized reserve credit of $435,321 and $395,144 under this agreement on December 31, 2023 and 2022, respectively, which is reflected as a component of liabilities for future policy benefits in the statements of admitted assets, liabilities and capital and surplus. The Company recognized $191,674 and $166,262 at December 31, 2023 and 2022, respectively, of funds held under coinsurance under this agreement which is reported as funds held under coinsurance in the statements of admitted assets, liabilities and capital and surplus. The reserve credit was supported by an LLC Note with a balance of $243,647 and $228,882 for 2023 and 2022, respectively. The LLC Note held by Canal Re, which functions in a manner similar to a standby letter of credit and which Midland National is a beneficiary, is an admitted asset under Iowa prescribed practice and the surplus generated by this prescribed practice has been retained in the carrying value of Canal Re.

On December 31, 2020, the Company entered into a coinsurance agreement with a third party reinsurer. The Company has ceded a defined block of permanent life insurance products to the third party reinsurer. The Company recognized $706,449 and $629,087 at December 31, 2023 and 2022, respectively, of funds held under coinsurance under this agreement as a component of funds held under coinsurance in the statements of admitted assets, liabilities and capital and surplus. A reserve credit of $966,389 and $853,955 associated with this agreement is reported as a component of liabilities for future policy benefits in the statements of admitted assets, liabilities and capital and surplus as of December 31, 2023 and 2022, respectively.

159


MIDLAND NATIONAL LIFE INSURANCE COMPANY (a wholly owned subsidiary of Sammons Financial Group, Inc.) NOTES TO FINANCIAL STATEMENTS – STATUTORY BASIS AS OF DECEMBER 31, 2023, 2022 and 2021 (Dollars in Thousands)

On October 31, 2021, the Company entered into a funds withheld coinsurance agreement with SFG Bermuda, an affiliated company domiciled in Bermuda, under which the Company ceded 100% of certain fixed index annuity policies issued prior to October 1, 2021. The Company also cedes 80% of certain new fixed index annuity policies including attached riders issued on or after October 1, 2021. During 2022 the Company ceded 80% of certain multi-year guarantee fixed annuity policies with issued dates of July 1, 2022 through December 31, 2022 to SFG Bermuda. Effective October 1, 2023, for new policies issued on or after October 1, 2023, the 80% quota share is structured as a combination of funds withheld and coinsurance. The Company recognized $8,258,985 and $6,963,526 at December 31, 2023 and 2022, respectively, of funds held under coinsurance under this agreement as a component of funds held under coinsurance in the statements of admitted assets, liabilities and capital and surplus. A reserve credit of $8,265,651 and $6,952,687 associated with this agreement is reported as a component of liabilities for future policy benefits in the statements of admitted assets, liabilities and capital and surplus as of December 31, 2023 and 2022, respectively. The treaty also involved the coinsurance of interest maintenance reserve generated by the assets in the funds withheld portfolio. An interest maintenance reserve credit associated with this treaty of $332,649 and $393,146 is reported as a component of interest maintenance reserves in the statements of admitted assets, liabilities, and capital and surplus as of December 31, 2023 and 2022, respectively.

On March 6, 2019, the Insurance Commissioner of the Delaware Department of Insurance entered into a Rehabilitation and Injunction Order with Scottish Re (U.S.) Inc. (“SRUS”). On May 3, 2023, the Receiver notified the court that it has concluded that SRUS should be liquidated. The Motion for the Entry of a Liquidation and Injunction Order was filed with the court on July 14, 2023. The Order resulted in the cancellation of all reinsurance treaties as of September 30, 2023.

During 2023, due to the cancellation of the reinsurance treaty, the Company wrote off $4,145 in reserve credits, net of previous impairments for reinsurance agreements it had with SRUS. The Company has no remaining reserve credits for future claims related to reinsurance agreements with SRUS. The Company has receivables of $10,333 from SRUS for claims prior to treaty cancellation, net of impairments. Total impairments of $2,275 have been recognized on the receivables, of which $1,315 was recognized in 2023. No amounts are disputed by SRUS or its Receiver. The entire net receivable is admitted. The timing of collection is uncertain given liquidation is in progress.

The estimated amount of the aggregate reduction in surplus (for agreements other than those under which the reinsurer may unilaterally cancel for reasons other than the nonpayment of premiums or other similar credits) for nonperformance or termination of all reinsurance agreements, by either party, is $839,918 as of December 31, 2023.

160


MIDLAND NATIONAL LIFE INSURANCE COMPANY (a wholly owned subsidiary of Sammons Financial Group, Inc.) NOTES TO FINANCIAL STATEMENTS – STATUTORY BASIS AS OF DECEMBER 31, 2023, 2022 and 2021 (Dollars in Thousands)

10.FUTURE POLICY BENEFITS AND POLICY PREMIUMS DUE, DEFERRED OR UNCOLLECTED

Reserves for life contracts and deposit-type contracts

The Company waives deduction of deferred fractional premiums upon death of the insured. For policies without flexible premiums the Company returns any portion of the final premium beyond the policy month of death. Reserves include the excess of the surrender value over the reserve as otherwise computed. Additional premiums plus the regular gross premium for the true age are charged for substandard lives. Mean reserves are determined by computing the regular mean reserve for the plan at the true age and holding, in addition, one-half (50%) of the extra premium charge for the year for fixed premium plans and one-half of the extra risk charge for the month for flexible premium plans.

At December 31, 2023 and 2022, the Company had $11,708,703 and $12,839,472, respectively, of insurance in force for which the gross premiums are less than the net premiums according to the standard of valuation set by the State of Iowa. At December 31, 2023 and 2022, reserves to cover the above insurance totaled $284,825 and $283,017, respectively, before reinsurance ceded.

The Company fully adopted valuation manual standard 20 (“VM-20”) as of January 1, 2020. The VM-20 reserving methodology is a principles based approach required for life insurance policies which uses prudent estimate assumptions. At December 31, 2023 and 2022, the Company held VM-20 reserves for the applicable life insurance policies in the amount of $4,770,874 and $4,884,171, respectively. These reserves were reflected in the liabilities for future policy benefits and as a decrease to unassigned surplus in the statements of admitted assets, liabilities and capital and surplus.

The Company adopted valuation manual standard 21 (“VM-21”) as of January 1, 2020. The VM-21 reserving methodology is a principles based approach required for variable annuity policies which uses prudent estimate assumptions for interest and other assumptions. The adoption of VM-21 resulted in a reduction of the applicable reserves on variable annuity policies in the amount of $12,573 and was reflected in the liabilities for future policy benefits and as an increase to unassigned surplus in the statements of admitted assets, liabilities and capital and surplus. The Company elected to record the full impact in 2020 rather than electing to grade in the change in valuation basis. At December 31, 2023 and 2022, the Company held VM-21 reserves for the applicable life insurance policies in the amount of $2,508,375 and $2,362,433, respectively. These reserves were reflected in the liabilities for future policy benefits and as a decrease to unassigned surplus in the statements of admitted assets, liabilities and capital and surplus.

161


MIDLAND NATIONAL LIFE INSURANCE COMPANY (a wholly owned subsidiary of Sammons Financial Group, Inc.) NOTES TO FINANCIAL STATEMENTS – STATUTORY BASIS AS OF DECEMBER 31, 2023, 2022 and 2021 (Dollars in Thousands)

Analysis of annuity actuarial reserves and deposit liabilities by withdrawal characteristics

A portion of the Company’s liabilities for future policy benefits relate to liabilities established on a variety of products that are not subject to significant mortality and morbidity risk; however, there may be certain restrictions placed upon the amount of funds that can be withdrawn without penalty. The amount of reserves on these products, by withdrawal characteristics and the related percentage of the total, are summarized as follows at December 31:

Individual Annuities


	2023
	General Account		Separate Account with Guarantees		Separate Account Nonguaranteed		Total		Percent
Subject to discretionary withdrawal
With market value adjustment	$	25,183,274	$	—	$	—	$	25,183,274	70	%
At book value less current surrender charge of 5% or more	58,776		—		—		58,776		0	%
At fair value - separate account non- guaranteed	—		—		2,227,994		2,227,994		6	%
Total with market value adjustment	25,242,050		—		2,227,994		27,470,044		76	%

At book value without adjustment (minimal or no charge or adjustment)	8,344,795		—		—		8,344,795		23	%

Not subject to discretionary withdrawal	264,454		93,956		—		358,410		1	%
Total	33,851,299		93,956		2,227,994		36,173,249		100	%
Reinsurance ceded	9,344,979		—		—		9,344,979
Total (gross - ceded)	$	24,506,320	$	93,956	$	2,227,994	$	26,828,270

Amount included in book value less surrender charges above that will move to book value without adjustment for the first time within the year after the statement date:	$	18,814

162


MIDLAND NATIONAL LIFE INSURANCE COMPANY (a wholly owned subsidiary of Sammons Financial Group, Inc.) NOTES TO FINANCIAL STATEMENTS – STATUTORY BASIS AS OF DECEMBER 31, 2023, 2022 and 2021 (Dollars in Thousands)


	2022
	General Account		Separate Account with Guarantees		Separate Account Nonguaranteed		Total		Percent
Subject to discretionary withdrawal
With market value adjustment	$	25,469,004	$	—	$	—	$	25,469,004	71	%
At book value less current surrender charge of 5% or more	86,203		—		—		86,203		0	%
At fair value - separate account non- guaranteed	—		—		2,060,022		2,060,022		6	%
Total with market value adjustment	25,555,207		—		2,060,022		27,615,229		77	%

At book value without adjustment (minimal or no charge or adjustment)	8,161,713		—		—		8,161,713		22	%

Not subject to discretionary withdrawal	274,838		10,764		—		285,602		1	%
Total	33,991,758		10,764		2,060,022		36,062,544		100	%
Reinsurance ceded	8,247,561		—		—		8,247,561
Total (gross - ceded)	$	25,744,197	$	10,764	$	2,060,022	$	27,814,983

Amount included in book value less surrender charges above that will move to book value without adjustment for the first time within the year after the statement date:	$	31,280

Group Annuities


	2023
	General Account		Separate Account with Guarantees		Separate Account Nonguaranteed		Total		Percent
Subject to discretionary withdrawal
With market value adjustment	$	1,394,471	$	—	$	—	$	1,394,471	26	%
At book value less current surrender charge of 5% or more	2,858		—		—		2,858		0	%
At fair value - separate account non- guaranteed	—		—		—		—		—	%
Total with market value adjustment	1,397,329		—		—		1,397,329		26	%

At book value without adjustment (minimal or no charge or adjustment)	2,688,618		—		—		2,688,618		51	%

Not subject to discretionary withdrawal	1,095,114		131,423		—		1,226,537		23	%
Total (gross: direct + assumed)	5,181,061		131,423		—		5,312,484		100	%
Reinsurance ceded	1,327,592		—		—		1,327,592
Total (gross - ceded)	$	3,853,469	$	131,423	$	—	$	3,984,892

Amount included in book value less surrender charges above that will move to book value without adjustment for the first time within the year after the statement date:	$	—

163


MIDLAND NATIONAL LIFE INSURANCE COMPANY (a wholly owned subsidiary of Sammons Financial Group, Inc.) NOTES TO FINANCIAL STATEMENTS – STATUTORY BASIS AS OF DECEMBER 31, 2023, 2022 and 2021 (Dollars in Thousands)


	2022
	General Account		Separate Account with Guarantees		Separate Account Nonguaranteed		Total		Percent
Subject to discretionary withdrawal
With market value adjustment	$	1,688,307	$	—	$	—	$	1,688,307	31	%
At book value less current surrender charge of 5% or more	4,681		—		—		4,681		0	%
At fair value - separate account non- guaranteed	—		—		—		—		—	%
Total with market value adjustment	1,692,988		—		—		1,692,988		31	%

At book value without adjustment (minimal or no charge or adjustment)	3,053,456		—		—		3,053,456		56	%

Not subject to discretionary withdrawal	656,666		88,355		—		745,021		13	%
Total (gross: direct + assumed)	5,403,110		88,355		—		5,491,465		100	%
Reinsurance ceded	1,535,335		—		—		1,535,335
Total (gross - ceded)	$	3,867,775	$	88,355	$	—	$	3,956,130

Amount included in book value less surrender charges above that will move to book value without adjustment for the first time within the year after the statement date:	$	—

Deposit-type Contracts


	2023
	General Account		Separate Account with Guarantees		Separate Account Nonguaranteed		Total		Percent
Subject to discretionary withdrawal
With market value adjustment	$	1,923	$	—	$	—	$	1,923	0	%
At book value less current surrender charge of 5% or more	—		—		—		—		—	%
At fair value - separate account non- guaranteed	—		—		—		—		—	%
Total with market value adjustment	1,923		—		—		1,923		—	%

At book value without adjustment (minimal or no charge or adjustment)	210,097		—		—		210,097		47	%

Not subject to discretionary withdrawal	231,778		8		—		231,786		53	%
Total (gross: direct + assumed	443,798		8		—		443,806		100	%
Reinsurance ceded	616		—		—		616
Total (gross - ceded)	$	443,182	$	8	$	—	$	443,190

Amount included in book value less surrender charges above that will move to book value without adjustment for the first time within the year after the statement date:	$	—

164


MIDLAND NATIONAL LIFE INSURANCE COMPANY (a wholly owned subsidiary of Sammons Financial Group, Inc.) NOTES TO FINANCIAL STATEMENTS – STATUTORY BASIS AS OF DECEMBER 31, 2023, 2022 and 2021 (Dollars in Thousands)


	2022
	General Account		Separate Account with Guarantees		Separate Account Nonguaranteed		Total		Percent
Subject to discretionary withdrawal
With market value adjustment	$	2,835	$	—	$	—	$	2,835	1	%
At book value less current surrender charge of 5% or more	—		—		—		—		—	%
At fair value - separate account non- guaranteed	—		—		—		—		—	%
Total with market value adjustment	2,835		—		—		2,835		1	%

At book value without adjustment (minimal or no charge or adjustment)	230,143		—		—		230,143		48	%

Not subject to discretionary withdrawal	247,214		9		—		247,223		51	%
Total (gross: direct + assumed	480,192		9		—		480,201		100	%
Reinsurance ceded	642		—		—		642
Total (gross - ceded)	$	479,550	$	9	$	—	$	479,559

Amount included in book value less surrender charges above that will move to book value without adjustment for the first time within the year after the statement date:	$	—

165


MIDLAND NATIONAL LIFE INSURANCE COMPANY (a wholly owned subsidiary of Sammons Financial Group, Inc.) NOTES TO FINANCIAL STATEMENTS – STATUTORY BASIS AS OF DECEMBER 31, 2023, 2022 and 2021 (Dollars in Thousands)

Analysis of life actuarial reserves by withdrawal characteristics


	2023
	General Account
	Account Value		Cash Value		Reserve
Subject to discretionary withdrawal, surrender values, or policy loans:
Universal life	$	9,393,963	$	9,364,331	$	9,315,275
Universal life with secondary guarantees	435,643		347,932		2,172,614
Indexed universal life	4,667,561		4,189,721		4,207,153
Indexed universal life with secondary guarantees	655,277		486,515		1,021,642
Other permanent cash value life insurance	195,531		195,531		319,661
Variable universal life	91,044		90,282		94,285

Not subject to discretionary withdrawal or no cash values:
Term policies without cash value	—		—		1,412,031
Accidental death benefits	—		—		638
Disability - active lives	—		—		6,998
Disability - disabled lives	—		—		41,105
Miscellaneous reserves	—		—		290,550
Total	15,439,019		14,674,312		18,881,952
Reinsurance ceded	659,441		524,627		3,491,214
Total net of reinsurance ceded	$	14,779,578	$	14,149,685	$	15,390,738

	2023
	Separate Account with Guarantees
	Account Value		Cash Value		Reserve
Subject to discretionary withdrawal, surrender values, or policy loans:
Universal life	$	3,124,939	$	3,124,939	$	3,124,190
Universal life with secondary guarantees	—		—		—
Indexed universal life	—		—		—
Indexed universal life with secondary guarantees	—		—		—
Other permanent cash value life insurance	—		—		—
Variable universal life	—		—		—

Not subject to discretionary withdrawal or no cash values:
Term policies without cash value	—		—		—
Accidental death benefits	—		—		—
Disability - active lives	—		—		—
Disability - disabled lives	—		—		—
Miscellaneous reserves	—		—		—
Total	3,124,939		3,124,939		3,124,190
Reinsurance ceded	—		—		—
Total net of reinsurance ceded	$	3,124,939	$	3,124,939	$	3,124,190


	2023
	Separate Account Non-guaranteed
	Account Value		Cash Value		Reserve

166


MIDLAND NATIONAL LIFE INSURANCE COMPANY (a wholly owned subsidiary of Sammons Financial Group, Inc.) NOTES TO FINANCIAL STATEMENTS – STATUTORY BASIS AS OF DECEMBER 31, 2023, 2022 and 2021 (Dollars in Thousands)


Subject to discretionary withdrawal, surrender values, or policy loans:
Universal life	$	—	$	—	$	—
Universal life with secondary guarantees	—		—		—
Indexed universal life	—		—		—
Indexed universal life with secondary guarantees	—		—		—
Other permanent cash value life insurance	—		—		—
Variable universal life	687,111		678,769		681,133

Not subject to discretionary withdrawal or no cash values:
Term policies without cash value	—		—		—
Accidental death benefits	—		—		—
Disability - active lives	—		—		—
Disability - disabled lives	—		—		—
Miscellaneous reserves	—		—		—
Total	687,111		678,769		681,133
Reinsurance ceded	—		—		—
Total net of reinsurance ceded	$	687,111	$	678,769	$	681,133

	2022
	General Account
	Account Value		Cash Value		Reserve
Subject to discretionary withdrawal, surrender values, or policy loans:
Universal life	$	9,875,415	$	9,840,206	$	9,736,529
Universal life with secondary guarantees	506,231		389,178		2,339,631
Indexed universal life	4,559,359		4,088,431		4,108,425
Indexed universal life with secondary guarantees	598,568		438,893		961,555
Other permanent cash value life insurance	190,130		190,130		305,570
Variable universal life	89,761		88,881		93,167

Not subject to discretionary withdrawal or no cash values:
Term policies without cash value	—		—		1,401,267
Accidental death benefits	—		—		675
Disability - active lives	—		—		7,369
Disability - disabled lives	—		—		39,504
Miscellaneous reserves	—		—		282,329
Total	15,819,464		15,035,719		19,276,021
Reinsurance ceded	652,819		509,803		3,567,007
Total net of reinsurance ceded	$	15,166,645	$	14,525,916	$	15,709,014




	2022
	Separate Account with Guarantees
	Account Value		Cash Value		Reserve
Subject to discretionary withdrawal, surrender values, or policy loans:
Universal life	$	2,990,787	$	2,990,787	$	2,990,132

167


MIDLAND NATIONAL LIFE INSURANCE COMPANY (a wholly owned subsidiary of Sammons Financial Group, Inc.) NOTES TO FINANCIAL STATEMENTS – STATUTORY BASIS AS OF DECEMBER 31, 2023, 2022 and 2021 (Dollars in Thousands)


Universal life with secondary guarantees	—		—		—
Indexed universal life	—		—		—
Indexed universal life with secondary guarantees	—		—		—
Other permanent cash value life insurance	—		—		—
Variable universal life	—		—		—

Not subject to discretionary withdrawal or no cash values:
Term policies without cash value	—		—		—
Accidental death benefits	—		—		—
Disability - active lives	—		—		—
Disability - disabled lives	—		—		—
Miscellaneous reserves	—		—		—
Total	2,990,787		2,990,787		2,990,132
Reinsurance ceded	—		—		—
Total net of reinsurance ceded	$	2,990,787	$	2,990,787	$	2,990,132

	2022
	Separate Account Non-guaranteed
	Account Value		Cash Value		Reserve
Subject to discretionary withdrawal, surrender values, or policy loans:
Universal life	$	—	$	—	$	—
Universal life with secondary guarantees	—		—		—
Indexed universal life	—		—		—
Indexed universal life with secondary guarantees	—		—		—
Other permanent cash value life insurance	—		—		—
Variable universal life	598,793		588,639		591,828

Not subject to discretionary withdrawal or no cash values:
Term policies without cash value	—		—		—
Accidental death benefits	—		—		—
Disability - active lives	—		—		—
Disability - disabled lives	—		—		—
Miscellaneous reserves	—		—		—
Total	598,793		588,639		591,828
Reinsurance ceded	—		—		—
Total net of reinsurance ceded	$	598,793	$	588,639	$	591,828

Policy premium due, deferred and uncollected

Gross premiums are amounts charged to the policyholder and recognized as income when due from policyholders under the terms of the insurance contract. Net premiums are the amount calculated on the basis of the interest and mortality table used to calculate the policy reserves. The difference between gross premium and net premium is referred to as loading and generally includes allowances for acquisition costs and other expenses, but also includes the differences in mortality and interest assumptions utilized for statutory reserving purposes.

168


MIDLAND NATIONAL LIFE INSURANCE COMPANY (a wholly owned subsidiary of Sammons Financial Group, Inc.) NOTES TO FINANCIAL STATEMENTS – STATUTORY BASIS AS OF DECEMBER 31, 2023, 2022 and 2021 (Dollars in Thousands)

Due, deferred and uncollected life insurance premiums (net of reinsurance ceded) are summarized as follows at December 31:


	2023				2022
	Gross		Net of Loading		Gross		Net of Loading
Ordinary - new business	$	8,416	$	540	$	8,324	$	519
Ordinary - renewal	83,555		171,360		85,613		169,367
	$	91,971	$	171,900	$	93,937	$	169,886

11.SEPARATE ACCOUNTS

The Company has separate accounts for its variable life and annuity business, a portion of its pension risk transfer business, registered index-linked annuity business, and a portion of its bank owned life insurance business. Information regarding the separate accounts of the Company is as follows:


	2023		2022
Reserves at December 31 for accounts with assets at:
Market value	$	2,909,126	$	2,651,850
Amortized cost	3,349,569		3,089,250
Total reserves	$	6,258,695	$	5,741,100
By withdrawal characteristics:

At book value without MV adjustment and with current
surrender charges less than 5%	$	6,033,316	$	5,641,981
Not subject to discretionary withdrawal	225,379		99,119
Total reserves	$	6,258,695	$	5,741,100

Following is a summary reconciliation of amounts reported as transfers to and from separate accounts in the summary of operations of the Company’s NAIC separate account annual statements with the amounts reported as net transfers to separate accounts in the accompanying statements of operations for the years ended December 31:


	2023		2022		2021
Reconciliations of net transfers to (from) separate accounts
Transfers of premiums to separate accounts	$	456,725	$	453,431	$	651,572
Transfers from separate accounts	(444,453)		(353,931)		(394,848)
Net transfers to (from) the separate accounts as reported in the statements of operations	$	12,272	$	99,500	$	256,724

The Company has variable annuities with guaranteed benefits including guaranteed death benefits and guaranteed living benefits. The total maximum guarantee provided to the separate account associated with guaranteed death benefits of $31,842, $125,286, $47,870, $48,759 and $48,744 as of December 31, 2023, 2022, 2021, 2020 and 2019, respectively. The risk charges remitted to the general account associated with these guarantees was $756, $800, $868, $747 and $512 for 2023, 2022, 2021, 2020 and 2019, respectively.

169


MIDLAND NATIONAL LIFE INSURANCE COMPANY (a wholly owned subsidiary of Sammons Financial Group, Inc.) NOTES TO FINANCIAL STATEMENTS – STATUTORY BASIS AS OF DECEMBER 31, 2023, 2022 and 2021 (Dollars in Thousands)

12.CAPITAL AND SURPLUS AND DIVIDEND RESTRICTIONS

The Company has 2,549 common stock shares authorized, issued and outstanding. The Company has no preferred stock outstanding. Without prior approval of its domiciliary commissioner, dividends to shareholders is limited by the laws of the Company’s state of incorporation, Iowa, to $603,313 in 2024 an amount that is based on restrictions relating to the 2023 net gain from operations and statutory surplus. Within these limitations, there are no restrictions placed on the portion of Company profits that may be paid as ordinary dividends to its stockholder. The unassigned surplus of $2,791,105 is unrestricted and held for the benefit of the Company’s stockholder.

During 2023, the Company paid ordinary cash dividends in the amounts of $100,000 on April 5, $36,000 on September 30, and $184,000 on December 31 to its stockholder, SFG.

On October 25, 2013, the Company issued a surplus note to its parent, SFG, for $142,000. This note is reported as a component of capital and surplus in the statement of admitted assets, liabilities and capital and surplus. The surplus note bears annual interest at 7.5% payable in semi-annual installments. The maturity date of the note is October 31, 2043. Payment of principal and interest on this note is subject to approval by the Iowa Insurance Division. The Company incurred interest expense of $10,650 in 2023, 2022 and 2021. The Company has recognized life-to-date interest of $110,150.

On December 30, 2014, the Company issued a surplus note to its parent, SFG, for $200,000. This note is reported as a component of capital and surplus in the statement of admitted assets, liabilities and capital and surplus. The surplus note bears annual interest at 7.0% payable in semi-annual installments. The maturity date of the note is December 30, 2044. Payment of principal and interest on this note is subject to approval by the Iowa Insurance Division. The Company incurred interest expense of $14,000 in 2023, 2022 and 2021. The Company has recognized life-to-date interest of $126,000.

On June 30, 2017, the Company issued a surplus note to its parent, SFG, for $295,000. This note is reported as a component of capital and surplus in the statement of admitted assets, liabilities and capital and surplus. The surplus note bears annual interest at 6.0% payable in semi-annual installments. The maturity date of the note is June 30, 2047. Payment of principal and interest on this note is subject to approval by the Iowa Insurance Division. The Company incurred interest expense of $17,700 in 2023, 2022, and 2021. The Company has recognized life-to-date interest of $112,747.

On December 30, 2017, the Company issued a surplus note to its parent, SFG, for $200,000. This note is reported as a component of capital and surplus in the statement of admitted assets, liabilities and capital and surplus. The surplus note bears an annual interest rate at 6.0% payable in semi-annual installments. The maturity date of the note is December 30, 2047. Payment of principal and interest on this note is subject to approval by the Iowa Insurance Division. The Company incurred interest expense of $12,000 in 2023, 2022, and 2021. The Company has recognized life-to-date interest of $72,000.

On December 30, 2020, the Company issued a surplus note to its parent, SFG, for $200,000. This note is reported as a component of capital and surplus in the statement of admitted assets, liabilities and capital and surplus. The surplus note bears an annual interest rate at 6.5% payable in semi-annual installments. The maturity date of the note is December 30, 2050. Payment of principal and interest on this note is subject to approval by the Iowa Insurance Division. The Company incurred interest expense of $13,000 in 2023 and 2022, respectively, and 10,863 in 2021. The Company has recognized life-to-date interest of $36,863.

On May 4, 2022, the Company issued a surplus note to its parent, SFG, for $200,000. This note is reported as a component of capital and surplus in the statement of admitted assets, liabilities and capital and surplus. The surplus note bears an annual interest rate at 6.1% payable in semi-annual installments. The maturity date of the note is March 31, 2052. Payment of principal and interest on this note is subject to approval by the Iowa Insurance Division. The Company incurred interest expense of $12,200 and $4,980 in 2023 and 2022, respectively. The Company has recognized life-to-date interest of $17,180.

170


MIDLAND NATIONAL LIFE INSURANCE COMPANY (a wholly owned subsidiary of Sammons Financial Group, Inc.) NOTES TO FINANCIAL STATEMENTS – STATUTORY BASIS AS OF DECEMBER 31, 2023, 2022 and 2021 (Dollars in Thousands)

13.INCOME TAXES

The components of the net deferred tax asset recognized by the Company at December 31 are as follows:


	2023						2022						Change
	Ordinary		Capital		Total		Ordinary		Capital		Total		Ordinary		Capital		Total
Gross deferred tax asset	$	633,770	$	51,622	$	685,392	$	609,794	$	154,122	$	763,916	$	23,976	$	(102,500)	$	(78,524)
Statutory valuation allowance	—		—		—		—		—		—		—		—		—
Adjusted gross deferred tax assets	633,770		51,622		685,392		609,794		154,122		763,916		23,976		(102,500)		(78,524)
Deferred tax assets nonadmitted	216,747		—		216,747		242,738		—		242,738		(25,991)		—		(25,991)
Subtotal net admitted deferred tax asset	417,023		51,622		468,645		367,056		154,122		521,178		49,967		(102,500)		(52,533)
Deferred tax liabilities	109,852		—		109,852		112,140		21,346		133,486		(2,288)		(21,346)		(23,634)
Net admitted deferred tax assets	$	307,171	$	51,622	$	358,793	$	254,916	$	132,776	$	387,692	$	52,255	$	(81,154)	$	(28,899)

171


MIDLAND NATIONAL LIFE INSURANCE COMPANY (a wholly owned subsidiary of Sammons Financial Group, Inc.) NOTES TO FINANCIAL STATEMENTS – STATUTORY BASIS AS OF DECEMBER 31, 2023, 2022 and 2021 (Dollars in Thousands)


	2023						2022						Change
	Ordinary		Capital		Total		Ordinary		Capital		Total		Ordinary		Capital		Total
Admission Calculation
Components SSAP No. 101:
(a) Federal income taxes paid in prior years recoverable through loss carrybacks	$	—	$	51,622	$	51,622	$	—	$	154,122	$	154,122	$	—	$	(102,500)	$	(102,500)
(b) Adjusted gross deferred tax assets expected to be realized after application of the threshold limitation	307,171		—		$	307,171	254,916		—		$	254,916	52,255		—		$	52,255
Adjusted gross deferred be realized following the balance sheet date	307,171		—		$	307,171	254,916		—		254,916		52,255		—		52,255
Adjusted gross deferred tax assets allowed per limitation threshold	XXX		XXX		680,367		XXX		XXX		700,918		XXX		XXX		(20,551)
(c) Adjusted gross deferred tax assets offset by gross deferred tax liabilities	109,852		—		$	109,852	112,140		—		112,140		(2,288)		—		$	(2,288)
Deferred tax assets admitted as the result of application of SSAP No. 101 (a)+(b)+(c)	$	417,023	$	51,622	$	468,645	$	367,056	$	154,122	$	521,178	$	49,967	$	(102,500)	$	(52,533)

172


MIDLAND NATIONAL LIFE INSURANCE COMPANY (a wholly owned subsidiary of Sammons Financial Group, Inc.) NOTES TO FINANCIAL STATEMENTS – STATUTORY BASIS AS OF DECEMBER 31, 2023, 2022 and 2021 (Dollars in Thousands)


	2023			2022
Ratio percentage used to determine recovery period and threshold limitation amount	785		%	753		%
Amount of adjusted capital and surplus used to determine recovery period and threshold limitation	$	4,535,779		$	4,671,065

The impact of tax planning strategies at December 31 is as follows:


	2023						2022						Change
	(1)			(2)			(3)			(4)			(5)			(6)
	Ordinary			Capital			Ordinary			Capital			(Col 1-3) Ordinary			(Col 2-4) Capital
Impact of tax-planning strategies
(a)Determination of adjusted gross deferred tax assets and net admitted deferred tax assets, by tax character as a percentage
1. Adjusted gross DTAs amount from note 9A1(c)	$	633,770		$	51,622		$	609,794		$	154,122		$	23,976		$	(102,500)
2. Percentage of adjusted gross DTAs by tax character attributable to the impact of tax planning strategies	2.0		%	7.5		%	1.1		%	17.4		%	0.9		%	(9.9)		%
3. Net admitted adjusted gross DTAs amount from note 9A1(e)	$	417,023		$	51,622		$	367,056		$	154,122		$	49,967		$	(102,500)
4. Percentage of net admitted adjusted gross DTAs by tax character admitted because of the impact of tax planning strategies	3.9		%	14.4		%	2.2		%	34.2		%	1.7		%	(19.8)		%

The Company’s tax-planning strategies do not include the use of reinsurance.

There are no deferred tax liabilities that have not been recognized.

Current income taxes incurred consist of the following major components at December 31:


	2023		2022		2021
Current income tax:
Federal income tax on operations	$	184,622	$	158,428	$	137,652
Federal income tax on net capital gains	(122,649)		(30,414)		180,995
Other	(154,806)		(27,504)		(14,838)
Federal and foreign income taxes incurred	$	(92,833)	$	100,510	$	303,809

173


MIDLAND NATIONAL LIFE INSURANCE COMPANY (a wholly owned subsidiary of Sammons Financial Group, Inc.) NOTES TO FINANCIAL STATEMENTS – STATUTORY BASIS AS OF DECEMBER 31, 2023, 2022 and 2021 (Dollars in Thousands)

The components of deferred tax assets and deferred tax liabilities are as follows:


	2023		2022		Change
Deferred tax assets:
Ordinary
Policyholder reserves	$	279,718	$	279,341	$	377
Investments	12,785		1,145		11,640
Deferred acquisition costs	270,517		267,781		2,736
Fixed assets	12,428		7,196		5,232
Compensation and benefits accrual	2,911		2,738		173
Pension accrual	31,565		31,114		451
Receivables - nonadmitted	138		1,596		(1,458)
Other (including items <5% of total ordinary tax assets)	23,708		18,883		4,825
Subtotal	633,770		609,794		23,976

Nonadmitted	216,747		242,738		(25,991)

Admitted ordinary deferred tax assets	417,023		367,056		49,967

Capital
Investments	51,622		154,122		(102,500)


Admitted capital deferred tax assets	51,622		154,122		(102,500)
Admitted deferred tax assets	$	468,645	$	521,178	$	(52,533)

Deferred Tax Liabilities:
Ordinary
Investments	$	37,395	$	29,240	$	8,155
Fixed assets	4,604		7,721		(3,117)
Deferred and uncollected premium	36,099		35,676		423
Policyholder reserves	25,206		38,298		(13,092)
Other (including items <5% of total ordinary tax liabilities)	6,548		1,205		5,343
Subtotal	109,852		112,140		(2,288)
Capital
Investments	—		21,346		(21,346)
Deferred tax liabilities	109,852		133,486		(23,634)
Net deferred tax assets	$	358,793	$	387,692	$	(28,899)

174


MIDLAND NATIONAL LIFE INSURANCE COMPANY (a wholly owned subsidiary of Sammons Financial Group, Inc.) NOTES TO FINANCIAL STATEMENTS – STATUTORY BASIS AS OF DECEMBER 31, 2023, 2022 and 2021 (Dollars in Thousands)

The provision for income taxes incurred is different from that which would be obtained by applying the statutory Federal income tax rate to income before income taxes. The significant items causing this difference for the year ended December 31, 2023, are as follows:


	Tax Effect		Effective Tax Rate
Provision computed at statutory rate	$	25,046	21.0	%
IMR amortization	439		0.4	%
Tax exempt income	(40,278)		(34.4)	%
Tax credits	(38,842)		(33.2)	%
Change in nonadmitted assets	(8,637)		(7.4)	%
Other	(19,458)		(16.6)	%
Total statutory income taxes	$	(81,730)	(70.2)	%

Federal income taxes incurred	$	(92,833)	(79.7)	%
Change in net deferred income taxes	11,103		9.5	%
Total statutory income taxes	$	(81,730)	(70.2)	%

At December 31, 2023, the Company had no operating loss or tax credit carryforwards available and has not made any deposits under Section 6603 of the Internal Revenue Code. The income taxes incurred in the current and prior years that will be available for recoupment in the event of a future capital loss are $0 in 2023, $0 in 2022 and $75,754 in 2021.

On August 16, 2022, the U.S. enacted the Inflation Reduction Act of 2022 (the Act). The Act contained various tax-related provisions, including the establishment of a new 15 percent corporate alternative minimum tax (CAMT) on adjusted financial statement income for certain large corporations effective for tax years beginning on or after January 1, 2023. Uncertainty remains regarding the continued implementation of and potential adjustments to the Act. The Company expects to be an applicable corporation subject to the new CAMT to 2023. However, the Company does not expect the CAMT will have a material impact on either its effective tax rate or cash tax liabilities.

The Company is under IRS examination for the years 2014-2022. Years prior to 2014 are closed. At this time, there have been no proposed adjustments and the Company does not anticipate any adjustments that will have a material effect on the financial statements.

175


MIDLAND NATIONAL LIFE INSURANCE COMPANY (a wholly owned subsidiary of Sammons Financial Group, Inc.) NOTES TO FINANCIAL STATEMENTS – STATUTORY BASIS AS OF DECEMBER 31, 2023, 2022 and 2021 (Dollars in Thousands)

14.EMPLOYEE BENEFIT PLANS

The Company provides certain postretirement health care and life insurance benefits for eligible active employees through health and welfare benefit plans. Substantially all employees working for the Company are eligible for those benefits at retirement. The type and amount of benefit varies based on the plan in effect for a particular employee group.

As of December 31, 2023, the Company anticipates contributing the following amounts to its health care plan:


2024	$	944
2025	—
2026	—
2027	—
2028	—
Thereafter	—

The following table summarizes the assets, benefit obligations and other information related to these plans as of December 31, 2023 and 2022:


	Underfunded
Change in Postretirement Benefits	2023		2022		2021
Benefit obligation at beginning of year	$	25,915	$	32,841	$	35,149
Service cost	1,048		1,674		1,600
Interest cost	1,174		948		814
Contribution by plan participants	376		447		509
Actuarial gain (loss)	(651)		(8,795)		(4,199)
Benefits paid	(1,478)		(1,200)		(1,032)
Plan amendments	(25,361)		—		—
Benefit obligation at end of year	$	1,023	$	25,915	$	32,841


	Postretirement Benefits
Change in plan assets	2023		2022
Fair value of plan assets at beginning of year	$	—	$	—
Actual return on plan assets	—		—
Foreign currency exchange rate changes	—		—
Reporting entity contribution	1,102		753
Aplan participants' contributions	376		447
Benefits paid	(1,478)		(1,200)
Business combinations, divestitures and settlements	—		—
Fair value of plan assets at end of year	$	—	$	—

176


MIDLAND NATIONAL LIFE INSURANCE COMPANY (a wholly owned subsidiary of Sammons Financial Group, Inc.) NOTES TO FINANCIAL STATEMENTS – STATUTORY BASIS AS OF DECEMBER 31, 2023, 2022 and 2021 (Dollars in Thousands)


	Postretirement Benefits
Components of net periodic benefit costs	2023		2022		2021
Service cost	$	1,048	$	1,674	$	1,600
Interest cost	1,174		948		814
Gains and losses	(493)		207		367
Prior service cost or credits	(96)		(96)		(96)
Total net periodic benefit cost	$	1,633	$	2,733	$	2,685


Amounts in unassigned funds (surplus) recognized	Postretirement Benefits
as components of net periodic benefit cost	2023		2022		2021
Net prior service cost or credit arising during the period	$	(25,361)	$	—	$	—
Net prior service cost or credit recognized	96		96		96
Net gain and loss arising during the period	(651)		(8,795)		(4,199)
Net gain and loss recognized	493		(207)		(367)
Items not yet recognized as a component of net periodic cost - current year	$	(25,423)	$	(8,906)	$	(4,470)


Amounts in unassigned funds (surplus) that have not
yet been recognized as components of net periodic	Postretirement Benefits
benefit cost	2023		2022
Net prior service cost or credit	$	(96)	$	—
Net recognized gains and losses	(5,522)		(298)

Weighted-average assumptions used to determine

Postretirement Benefits

net periodic benefit cost as of December 31

2023

2022

Weighted-average discount rate

5.00%

2.75%

Expected long-term rate of return on plan assets

n/a

Rate of compensation increase

n/a

Weighted-average assumptions used to determine

Postretirement Benefits

projected benefit obligation as of December 31

2023

2022

Weighted average discount rate

5.56%

5.00%

Rate of compensation increase

n/a

The Company participates in an Employee Stock Ownership Plan (“ESOP”) sponsored by SEI covering eligible employees of SFG. SFG pays and recognizes as an expense the current year allocation to its employees pursuant to the terms of a service agreement with SEI. SEI is responsible for funding employee distributions from the SEI ESOP to participants as they occur.

Compensation expense is recognized as shares to participants are committed to be released.

The expense for 2023, 2022 and 2021 was $43,268, $27,486 and $33,375, respectively.

177


MIDLAND NATIONAL LIFE INSURANCE COMPANY (a wholly owned subsidiary of Sammons Financial Group, Inc.) NOTES TO FINANCIAL STATEMENTS – STATUTORY BASIS AS OF DECEMBER 31, 2023, 2022 and 2021 (Dollars in Thousands)

15.OTHER RELATED PARTY TRANSACTIONS

In 2013, the Company issued guaranteed investment contracts (“GICs”) to SEI for $102,000. In 2016, the Company issued additional GICs of $100,000. During 2020, the contracts were surrendered. In 2021, Midland National reissued GICs to SEI for $200,000 that had been surrendered in 2020. In 2022, $101,000 of the contracts were surrendered. The remaining contracts have an account value of $86,115 and $100,687 at December 31, 2023 and 2022, respectively, and are included in liabilities for deposit type funds in the statements of admitted assets, liabilities and capital and surplus. Interest incurred on these contracts was $3,612, $1,689 and $1,386 in 2023, 2022 and 2021, respectively.

The Company pays investment fees to SFGAM, an affiliate registered investment advisor. During 2023 and 2022, the Company incurred $20,597 and $5,141, respectively, for these investment management services. The fee is calculated based on the average fair value of invested assets under management multiplied by a contractual rate.

In December 2020, the Company originated a commercial mortgage loan for Pathfinder Ranches, LLC, which is an indirect subsidiary of SEI in the amount of $25,000. The loan had a rate of 4.35% and was set to mature in 2027. In 2022, Pathfinder Ranches, LLC prepaid the entire remaining principal of the loan. A prepayment fee of $4,718 was collected at the time of the payoff. Interest earned on this loan was $0, $1,147, and $1,088 in 2023, 2022, and 2021, respectively.

On April 26, 2023 and June 28, 2023, the Company established New Roots M Trust and Stone Roots M Trust (collectively, the “Trusts”), respectively, for the purpose of purchasing and managing residential mortgage loans. These entities are considered subsidiary controlled affiliation investments (“SCA”) per

178


MIDLAND NATIONAL LIFE INSURANCE COMPANY (a wholly owned subsidiary of Sammons Financial Group, Inc.) NOTES TO FINANCIAL STATEMENTS – STATUTORY BASIS AS OF DECEMBER 31, 2023, 2022 and 2021 (Dollars in Thousands)

SSAP No. 97 8b(iii). The following table summarizes the balance sheet value and the NAIC filing response information as of December 31, 2023:

As of December 31, 2023

% of SCA Ownership

Gross Amt

Admitted Amt

Balance Sheet Value

SSAP No. 97 8b(iii) Entities

New Roots M Trust

100.0%

418,403

Stone Roots M Trust

100.0%

240,039

Total

658,442

Type of Filing1

Date of Filing

NAIC Response Received

Resubmission Required

Code2

NAIC Filing Response

SSAP No. 97 8b(iii) Entities

New Roots M Trust

6/21/2023

YES

Stone Roots M Trust

8/10/2023

YES

1 S1 - Sub-1

2 I - Immaterial

No portion of the carrying values of the Trusts was nonadmitted. As the Trusts were established in the current year, there has been no Sub 2 filing with the NAIC containing their valuations.

At December 31, 2023, the Company holds an investment security issued by GPIM. The security is reported in bonds in the statements of admitted assets, liabilities, and capital and surplus at December 31, 2023 (8.60% interest, $50,948 par, $50,948 reported value, due 2029). At December 31, 2022, the security was reported in bonds in the statements of admitted assets, liabilities, and capital and surplus (6.82% interest, $51,406 par, $51,383 reported value, due 2023).

The Company holds $277,657 and $313,388 of investments in debt securities issued by affiliates which are reported in bonds in the statements of admitted assets, liabilities, and capital and surplus at December 31, 2023 and December 31, 2022, respectively. The Company also holds $1,804,865 and $1,316,224 of limited partnership interests in affiliates which are reported in other invested assets in the statement of admitted assets, liabilities, and capital and surplus at December 31, 2023 and 2022, respectively.

The Company provides certain insurance and noninsurance services to MNL Re. The Company received reimbursements of $100 in each of 2023, 2022 and 2021 for the costs incurred to render such services.

The Company provides certain insurance and noninsurance services to Canal Re. The Company received reimbursements of $100 in each of 2023, 2022, and 2021, respectively, for the costs incurred to render such services.

179


MIDLAND NATIONAL LIFE INSURANCE COMPANY (a wholly owned subsidiary of Sammons Financial Group, Inc.) NOTES TO FINANCIAL STATEMENTS – STATUTORY BASIS AS OF DECEMBER 31, 2023, 2022 and 2021 (Dollars in Thousands)

The Company provided certain investment, accounting, payroll administration and management services to SIG for which it was reimbursed $8,399, $6,019 and $6,305 in 2023, 2022 and 2021, respectively, for costs incurred to render such services.

The Company provided certain investment, accounting, payroll administration and management services to SFN for which it was reimbursed $22,075, $22,781 and $24,945 in 2023, 2022 and 2021, respectively, for costs incurred to render such services.

The Company is party to coinsurance agreements with North American, MNL Re, Solberg Re, Canal Re, and SFG Bermuda. See Note 9 for further discussion of these transactions.

16.COMMITMENTS AND CONTINGENCIES

Limited partnership and reverse mortgage commitments

At December 31, 2023 and 2022, the Company had outstanding capital commitments to limited partnerships of $1,146,262 and $1,509,768, respectively. At December 31, 2023 and 2022, the Company had outstanding capital commitments on reverse mortgages of $6,991 and $5,463, respectively.

Lease commitments

The Company leases certain equipment and office space. Rental expense on operating leases of $1,224, $1,773 and $1,871 were incurred in 2023, 2022 and 2021, respectively. The approximate future minimum lease payments under these non-cancelable leases at December 31, 2023 are as follows:


2024	$	512
2025	446
2026	313
2027	331
2028	331
Thereafter	1,687

Other contingencies

Under insurance guaranty fund laws, in most states insurance companies doing business therein can be assessed up to prescribed limits for policyholder losses incurred by insolvent companies. The Company

180


MIDLAND NATIONAL LIFE INSURANCE COMPANY (a wholly owned subsidiary of Sammons Financial Group, Inc.) NOTES TO FINANCIAL STATEMENTS – STATUTORY BASIS AS OF DECEMBER 31, 2023, 2022 and 2021 (Dollars in Thousands)

does not believe such assessments will be materially different from amounts already provided for in the financial statements. Most of these laws do provide, however, that an assessment may be excused or deferred if it would threaten an insurer’s own financial strength.

The Company has, in the normal course of business, claims and lawsuits filed against it. In some cases the damages sought are substantially in excess of contractual policy benefits. The Company believes these claims and lawsuits, either individually or in the aggregate, will not materially affect the Company’s financial position or results of operations.

17.SUBSEQUENT EVENTS

The Company evaluated subsequent events through April 15, 2024, the date the financial statements were available to be issued.

On March 28, 2024 SFG made a capital contribution of $100 million to the Company. In addition, SFG issued a loan to the Company for $125 million.

There were no other subsequent event transactions that required disclosure in the financial statements.

181

~~OTHER~~SECTION 8—ADDITIONAL INFORMATION

~~THE REGISTERED SEPARATE ACCOUNT~~

~~Registered Separate Account.~~ ~~The Midland National Life Separate Account C invests your premiums that are allocated to,~~Inquiries and Contract Value that is transferred to, the Subaccounts. The Registered Separate Account was established under the insurance laws of the State of South Dakota in March 1991 and is now governed by Iowa law. It is registered with the Securities and Exchange Commission (SEC) under the Investment Company Act of 1940.

We are the legal owner of all assets held in the Registered Separate Account and use the assets to support your Contract and other variable annuity Contracts. We may permit charges owed to us to stay in the Registered Separate Account. Thus, we may also participate proportionately in the Registered Separate Account. These accumulated amounts belong to us and we may transfer them from the Registered Separate Account to our General Account. The assets in the Registered Separate Account equal to the reserves and other liabilities of the Registered Separate Account may not be charged with liabilities arising out of our other business. The obligations under the Contracts are our obligations. The income, gains and losses (realized and unrealized) of the Registered Separate Account are credited to or charged against the Registered Separate Account without regard to our other income, gains, or losses. Under certain unlikely circumstances, one Subaccount of the Registered Separate Account may be liable for claims relating to the operations of another Subaccount.

~~Our Right to Change How We Operate the Registered Separate Account.~~

~~We have the right to modify how we operate the Registered Separate Account. In making any changes, we may not seek approval of Owners (unless approval is required by law). We have the right to:~~

~~• add Investment Options to, or remove Investment Options from our Registered Separate Account;~~

~~• combine two or more Subaccounts;~~

• withdraw assets relating to our variable annuities from one Subaccount and put them into another. However, if required, we would first seek approval from the Securities and Exchange Commission;

• eliminate an Investment Portfolio’s shares and substitute shares of another Investment Portfolio or another open-end, registered investment company. This may happen if the Investment Portfolio’s shares are no longer available for investment or, if in our judgment, further investment in the Investment Portfolio is inappropriate in view of the Registered Separate Account’s purposes. However, if required, we would first seek approval from the Securities and Exchange Commission and the insurance regulator where the Contract is delivered;

~~• end the registration of our Registered Separate Account under the Investment Company Act of 1940;~~

• operate our Registered Separate Account under the direction of a committee or discharge such a committee at any time (the committee may be composed entirely of “interested persons” of Midland under the Investment Company Act of 1940); and

• operate our Registered Separate Account or one or more of the Subaccounts in any other form the law allows, including a form that allows us to make direct investments. In addition, we may disapprove any change in investment advisors or investment policies unless a law or regulation provides differently.

If any changes are made that result in a material change to any Subaccount, then you will be notified. We may, for example, cause the Subaccount to invest in another mutual fund other than or in addition to the current Investment Portfolios.

If you are enrolled in a dollar cost averaging, automatic rebalancing or a comparable program when an underlying Investment Portfolio merger, substitution or liquidation takes place, unless otherwise noted in a communication from us, your Accumulation Value invested in such Subaccounts will be transferred automatically to the designated surviving Subaccount, in the case of mergers; the replacement Subaccount, in the case of substitutions; and in the Default Account in the case of liquidations. Your DCA or automatic rebalancing enrollment instructions will be automatically updated to reflect the surviving Subaccount, the replacement Subaccount or the Default Account, as the case may be, for any continued and future transfers or premium payments.

~~If you want to transfer the amount in a Subaccount that is changed as a result of a fund merger, substitution or liquidation, you may do so, without charge, by writing to our Customer Service Center.~~

~~THE NON-REGISTERED SEPARATE ACCOUNT~~

To support our obligations under the Cycle Investments we have established under the Iowa Insurance Law, and hold assets in, the “non-unitized” separate account. The income, gains and losses, realized or unrealized, from assets allocated to this separate account will be credited to or charged against the account, without regard to other income, gains or losses of the Company.

We are the sole owner of the assets of the Non-Registered Separate Account. We may invest and trade the assets of the Non-Registered Separate Account in any manner we choose. The only restrictions on our investments of the assets held in the Non-Registered Separate Account are those set forth by Iowa Insurance Laws. While we plan to invest the assets of the separate Account in a manner that generates a return that approximates the change in the applicable Index, subject to the Cap Rate and Participation Rate, the Floor Rate and Buffer Rate, all benefits payable are determined according to the applicable Cycle Investment Unit Value. The

~~124~~

amounts payable under this Contract are determined by the Cycle Investment Unit Value, regardless of the performance of the assets held in the Non-Registered Separate Account. The Contract Owner does not participate in the performance of the assets held in the separate account.

~~We may, subject to applicable state law, transfer all assets allocated to the Non-Registered Separate Account to our General Account.~~

~~The separate account is not required to be registered, and is not registered, as an investment company under the Investment Company Act of 1940.~~

Our current plan is to invest Non-Registered Separate Account assets in fixed-income obligations, including but not limited to corporate bonds, mortgage-backed and asset-backed securities, government and agency issues and derivative contracts including but not limited to option contracts. We may also invest in interest rate swaps. Although the above generally describes our plan for investing the assets supporting our obligations under the Cycle Investments, we are not obligated to invest those assets according to any particular plan except as we may be required to by state insurance laws.

~~No Contract Owner participates in the investment results of any assets we hold in relation to the Cycle Investments.~~

While we hold assets in the Non-Registered Separate Account we have established under the Iowa Insurance Law to support our obligations under Cycle Investments, the Cycle Investments are General Account obligations.

~~MODIFICATION TO THE CONTRACT~~

~~Upon notice to you, we may modify the Contract to:~~

~~(a) permit the Contract or the Separate Accounts to comply with any applicable law or regulation issued by a government agency;~~

~~(b) assure continued qualification of the Contract under the Internal Revenue Code or other federal or state laws relating to retirement annuities or variable annuity Contracts;~~

~~(c) reflect a change in the operation of the Separate Accounts; or~~

~~(d) provide additional Investment Options.~~

~~In the event of such modifications, we will make an appropriate endorsement to the Contract.~~

~~ADMINISTRATIVE PROCEDURES~~Correspondence

If you have any questions about your ~~Contract~~Certificate or need to make changes, then contact the registered representative who sold you the ~~Contract,~~Certificate, or contact us at our Customer Service Center:

~~P.O. Box 9261~~222 South First Street, Suite 600

~~Des Moines, IA 50306-9261 (Regular Mail)~~Louisville, KY 40202

~~8300 Mills Civic Parkway~~

~~West Des Moines, IA 50266-3833 (Overnight Delivery)~~

~~Phone : (866) 747-3421~~Phone: (877) 575-2742 (toll-free)

~~Fax : (866) 511-7038 (toll-free)~~Fax: (502) 882-6040

You currently may send correspondence and transaction requests to us at the above Customer Service Center address or by facsimile or telephone at the numbers listed above. Our service representatives are available between the hours of 7:30 a.m. and 5:00 p.m. Monday through Friday (Central Standard Time), excluding holidays and any day the New York Stock Exchange is not open. Any requests for partial withdrawals, transfers, and surrenders sent to another number or address may not be considered received at our Customer Service ~~Center and will not receive that day’s price.~~Center. The procedures we follow for facsimile requests include a written confirmation sent directly to you following any transaction request. We will employ reasonable procedures to confirm that instructions communicated by telephone or facsimile are genuine. We may revoke facsimile, internet and telephone transaction privileges at any time for some or all ~~Owners.~~owners. The overnight mailing address is 222 South First Street, Suite 600, Louisville, KY 40202.

The procedures we follow for transactions initiated by telephone may include requirements that callers identify themselves and the ~~Owner~~owner by name, social security number, date of birth of the ~~Annuitant or~~ an ~~Owner,~~owner, or other identifying information. We disclaim any liability for losses resulting from unauthorized or allegedly unauthorized facsimile, internet or telephone requests that we believe to be genuine. We may record all telephone requests. There are risks associated with requests made by facsimile (possible falsification of faxed documents by others), internet or telephone (possible falsification of ~~Owner~~owner identity) when the original signed request is not sent to our Customer Service Center. You bear those risks.

Facsimile, internet, and telephone correspondence and transaction requests may not always be available. Facsimile, internet, and telephone systems can experience outages or slowdowns for a variety of reasons. These outages or slowdowns may prevent or delay our receipt of your request. If you are experiencing problems, you should mail your correspondence and transaction request to our Customer Service Center.

Electronic Account Information

You may elect to receive prospectuses, transaction confirmations, reports and other communications in electronic format, instead of receiving paper copies of these documents. The electronic delivery service is subject to various terms and conditions, including a requirement that you promptly notify us of any change in your e-mail address, in order to avoid any disruption of deliveries to you. You may elect to discontinue e-delivery at any time and may also request paper copies of any documents by contacting our Customer Service Center. You may obtain more information and assistance at https://retireone.com/constance/ or by writing us at our mailing address 222 South First Street, Suite 600, Louisville, KY 40202 or by telephone toll-free at (877) 747-3421.

State Variations

Certain provisions of the Certificates may be different than the general description in this prospectus, and certain options may not be available, because of legal restrictions in your state. See your Certificate for specific variations since any such variations will be included in your Certificate or endorsements attached to your Certificate. See your registered representative or contact our Customer Service Center. for additional information that may be applicable to your state. For more information see “APPENDIX A—STATE VARIATIONS” on page A-1. All material state variations are disclosed in Appendix A to this prospectus.

~~Change~~

Misstatement of ~~Address Notification. To protect you~~Age

If any Covered Person’s Age is misstated, benefits will be adjusted to what the correct age of the Covered Person would provide. Any underpayment made by us will be paid with the next payment. Any overpayment made by us will be deducted from ~~fraud~~future payments. However, if the Certificate would not have been issued had such age(s) not been misstated, the Certificate will be treated as void from inception and ~~theft,~~no benefits will be paid. In this case, we will refund any unearned Subscription Fee. Subscription Fees will be refunded on a pro-rated basis for the period beginning on the first day we discover the misstatement of age and ending on the last day of the calendar quarter. We may require proof of age at any time.

Evidence of Survival

Prior to paying the Coverage Amount upon the Covered Asset Pool Value declining to zero, we may ~~verify any changes~~require satisfactory evidence in ~~address you request~~writing that each Certificate Owner and Covered Person is alive. If the Certificate is held by ~~sending~~ a ~~confirmation~~non-natural owner, the Certificate Owner must promptly notify us in writing of the ~~change~~dissolution or the cessation of the legal existence of any Certificate Owner. We may periodically review publicly available sources to ~~both your old and new addresses.~~confirm the living status of any Certificate Owner or Covered Person. We may also ~~call you~~take any and all actions that we deem necessary to ~~verify~~address the ~~change~~death or dissolution of ~~address.~~a Certificate Owner or Covered Person, whether or not the Certificate Owner informs us about the same, including, but not limited to, terminating the Certificate. No payment will be made until we receive such evidence.

~~125~~182

Amendments

The Certificate is intended to qualify as an annuity contract for federal income tax purposes. The provisions of the Certificate are to be interpreted to maintain such qualification. To maintain such qualification, we may unilaterally amend the Certificate (and the base group contract) to reflect clarifications which may be needed or are appropriate to maintain such tax qualification or to conform the Certificate (and base group contract) to any applicable changes in tax qualification requirements. Please note that any impediment to our ability to exercise this right may result in adverse tax consequences.

We may also amend or delete any term or provision of the Certificate (and base group contract) based upon any change of law. A change of law may include, but is not limited to, any change in surplus or reserve requirements relating in any manner to this Certificate as well as the application of any new or additional laws, regulations, bulletins, directives or official interpretations with respect to the Certificate or contingent deferred annuities, generally. We may terminate the Certificate in any state if this type of Certificate is considered to be financial guaranty insurance. If the Certificate is terminated, the Coverage Amount will no longer be guaranteed and no payments will be made, including if the Covered Asset Pool Value were to drop to zero.

We may also amend the Certificate (or the base group contract) to add provisions required by any state insurance department, changes in legislation, judicial decree, or regulatory order.

We may, from time to time, offer existing Certificate Owners the right to relinquish any or all of their rights under their Certificate in consideration for any form of remuneration or other benefits, including exchanges of the Certificate for other investments that we may then be offering.

Regulation

We are regulated and supervised by the Iowa Insurance Department. We are subject to the insurance laws and regulations in every jurisdiction where we sell insurance and annuity contracts. The provisions of this Certificate may vary somewhat from jurisdiction to jurisdiction.

We submit annual reports on our operations and finances to insurance officials in all the jurisdictions where we sell insurance and annuity contracts. The officials are responsible for reviewing our reports to be sure that we are financially sound and are complying with the applicable laws and regulations. We are also subject to various federal securities laws and regulations.

LEGAL PROCEEDINGS

Midland National Life Insurance Company and its subsidiaries, like other life insurance companies, may be involved in lawsuits, including class action lawsuits. In some class action and other lawsuits involving insurers, substantial damages have been sought and/or material settlement payments have been made. Although the outcome of any litigation cannot be predicted with certainty, Midland National believes that, as of the date of this prospectus, there are no pending or threatened lawsuits that will have a materially adverse impact on the ~~Registered Separate Account, on the~~ ability of Sammons Financial Network, LLC (“Sammons Financial Network”) to perform under its distribution agreement, or on the ability of the Company to meet its obligations under the ~~contract.~~

~~DISTRIBUTION OF THE CONTRACT~~

We have entered into a distribution agreement with our affiliate, Sammons Financial Network for the distribution and sale of the Contracts. Sammons Financial Network is a Delaware limited liability company and its principal office is located at 8300 Mills Civic Parkway, West Des Moines, IA 50266. Sammons Financial Network is an indirect wholly owned subsidiary of Sammons Enterprises, Inc., of Dallas, Texas, the ultimate parent company of Midland National Life Insurance Company. Sammons Financial Network may enter into written sales agreements with other broker-dealers (“selling firms”) for the sale of the Contracts. We pay commissions to Sammons Financial Network for sales of the Contracts.

Sales commissions are based on each premium payment. The maximum commission payable on a premium payment is 6.50%. Where lower commissions are paid on premium payments, we may also pay trail commissions up to 1.00% beginning in the second Contract Year.

We also pay for Sammons Financial Network’s operating and other expenses, including the following sales expenses: sales representative training allowances; compensation and bonuses for the Sammons Financial Network’s management team; advertising expenses; and all other expenses of distributing the Contracts.

Sammons Financial Network pays selling firms all or a portion of the commissions received for their sales of the Contract. Registered representatives and their managers are also eligible for various cash benefits, such as bonuses, insurance benefits and financing arrangements, and non-cash compensation items that we may provide jointly with Sammons Financial Network. Sales of the Contract may help these registered representatives and their supervisors qualify for such benefits. This compensation may influence your registered representative to recommend this Contract over another investment.

Non-cash items that we and Sammons Financial Network may provide include conferences, seminars and trips (including travel, lodging and meals in connection therewith), entertainment, merchandise and other similar items.

A portion of the payments made to selling firms may be passed on to their registered representatives in accordance with their internal compensation programs. Those programs may also include other types of cash and non-cash compensation and other benefits. Ask your registered representative for further information about what your registered representative and the selling firm for which he or she works may receive in connection with your purchase of a Contract.

In addition to ordinary commissions, Sammons Financial Network operating and other expenses and non-cash items, we provide payments to certain third parties for training, product development, marketing and development efforts with selling firms, and other wholesaling and relationship management services. It is possible that these third parties, or their personnel, may also act as your registered investment advisor providing advice with respect to portfolio allocations in the Contract. Please be certain to review your registered investment advisor’s Form ADV Part 2A and 2B carefully for disclosure about their compensation and conflicts of interest in connection with the Contracts. Also note that your investment advisor could also be the broker-dealer, or a registered representative of the broker-dealer, who sold you the Contract; in that case, they would also receive commissions and other compensation for selling you the Contract, in addition to any investment advisory fees that you pay to your registered investment advisor (either directly or through partial withdrawals of your Accumulation Value in the Contract).

We intend to recoup commissions and other sales expenses indirectly through the following fees and charges deducted under the Contract: (a) the mortality and expense risks charge; (b) asset based administration charges, and (c) payments, if any, received from the investment portfolios, their distributors, service providers and/or managers. Commissions and other incentives or payments described above are not charged directly to you but they are reflected in the fees and charges that you do pay directly or indirectly.

~~PORTFOLIO VOTING RIGHTS~~

We invest the assets of our Registered Separate Account in shares of the Investment Portfolios. Midland National is the legal Owner of the shares and has the right to vote on certain matters. Among other things, we may vote:

~~• to elect the Funds’ or Trust’s Board of Directors/Trustees,~~

~~• to ratify the selection of independent auditors for the Investment Portfolios,~~

~~• on any other matters described in the Investment Portfolios’ current prospectuses or requiring a vote by shareholders under the Investment Company Act of 1940, and~~

~~• in some cases, to change the investment objectives and Contracts.~~

~~126~~

Even though we own the shares, we may give you the opportunity to tell us how to vote the number of shares that are allocated to your Contract. If the federal securities laws or regulations or interpretations of them change so that we are permitted to vote shares of the Investment Portfolio in our own right or to restrict Owner~~voting, then we may do so.~~

Fund companies determine if and how often shareholder meetings are held. As we receive notice of these meetings, we will ask for your voting instructions. The Investment Portfolios are not required to and generally do not hold a meeting in any given year.

If we do not receive instructions in time from all Owners, then we currently intend to vote those shares in the same proportion as we vote shares for which we have received instructions in that Investment Portfolio. We currently intend to vote any Investment Portfolio shares that we and our affiliates alone are entitled to vote in the same proportions that Owners vote. The effect of this proportional voting is that a small number of Owners may control the outcome of a vote.

~~How We Determine Your Voting Shares~~

You may participate in voting only on matters concerning the Investment Portfolios in which your Accumulation Value has been invested. We determine your voting shares in each Investment Option by dividing the amount of your Accumulation Value allocated to that Subaccount by the net asset value of one share of the corresponding Investment Portfolio. This is determined as of the record date set by the Fund’s/Trust’s Board of Directors/Trustees for the shareholders meeting.

If you have a voting interest, then we will provide you proxy material and a form for giving us voting instructions. In certain cases, we may disregard instructions relating to changes in the Investment Portfolio’s adviser or the investment adviser Contracts of the portfolios.

~~Voting Privileges of Participants in Other Companies~~

Other insurance companies own shares in the Investment Portfolios to support their variable life insurance and variable annuity products. We do not foresee any disadvantage to this. Nevertheless, each Fund’s/Trust’s Board of Directors/Trustees will monitor events to identify conflicts that may arise and determine appropriate action. If we disagree with any Investment Portfolio action, then we will see that appropriate action is taken to protect our Owners. If we ever believe that any of the Investment Portfolios are so large as to materially impair its investment performance, then we will consider exercising our right to remove or close the investing Subaccount.Certificates.

~~Suitability of the Contract~~

Because of the fees and expenses and possible loss of principal and earnings from prior periods, the Contracts are not appropriate for short-term investment. In addition, Non-Qualified Contracts may be most appropriate for those who have already made maximum use of other tax favored investment plans such as 401(k) plans. The tax-deferred feature of the Contract is most favorable to those in high tax brackets. The tax-deferred feature is not necessary for a tax-qualified plan. In such instances, purchasers should consider whether other features, such as the lifetime annuity payments make the Contract appropriate for their purposes. Before purchasing a Contract, you should obtain competent tax advice and financial advice both as to the tax treatment of the Contract and the suitability of the investment for your particular situation.

This Contract is not designed for resale or speculation, arbitrage, viatical settlements or any type of collective investment scheme. This Contract may not be traded on any stock exchange or secondary market. By purchasing this Contract, you represent and warrant that you are not purchasing or intending to use this Contract, for resale, speculation, arbitrage, viatical settlements or any type of collective investment scheme.

~~Other Products~~

We may offer other variable annuity contracts through our Registered Separate Account that also invest in some of the same portfolios. These annuity contracts may have different charges and may offer different benefits. We encourage you to carefully consider the costs and benefits of the Contract to ensure that it is consistent with your personal investment goals and needs. To obtain more information about these annuity contracts, contact your registered representative, or call us at (866) 747-3421.

~~Electronic Delivery~~

You may elect to receive prospectuses, transaction confirmations, reports and other communications in electronic format, instead of receiving paper copies of these documents. The electronic delivery service is subject to various terms and conditions, including a requirement that you promptly notify us of any change in your e-mail address, in order to avoid any disruption of deliveries to you. You may elect to discontinue e-Delivery at any time and may also request paper copies of any documents by contacting our Customer Service Center. You may obtain more information and assistance at www.SRSLiveWell.com~~or by writing us at our mailing address P.O. Box 9261 Des Moines, IA 50306-9261 or by telephone at (866) 747-3421.~~

~~100~~

~~Reports to Owners~~

We send you a quarterly report within 31 days after the end of each calendar quarter showing the Contract Value, Surrender Value, and the Death Benefit as of the end of the Calendar Quarter. The report will also show the allocation of your Contract Value and reflects amounts deducted since the last report.

Confirmation notices will be sent to you for premiums, partial withdrawals, surrenders, transfers of amounts between Investment Options and certain other financial transactions in compliance with applicable regulatory requirements.

~~You should promptly notify our Customer Service Center of any errors or discrepancies. We will review and correct any errors.~~

Unless you specifically request paper copies, we will make semi-annual reports with financial information on the portfolios available on a website. Each time a report is posted, we will send you a notice that includes a link to the report.

~~Assigning Your Contract~~

In general, you may assign your rights in a Non-Qualified Contract, however, we reserve the right, except to the extent prohibited by applicable laws, regulations, or actions of the state insurance commissioner, to refuse assignments or transfers at any time on a non-discriminatory basis. You must send a copy of the assignment to our Customer Service Center. The assignment does not take effect until we accept and approve it.. We are not responsible for the validity of the assignment or for any payment we make or any action we take before we record notice of the assignment. An absolute assignment is a change of Ownership. There may be tax consequences.

This Contract is not designed for resale, speculation, arbitrage, viatical settlements or any other type of collective investment scheme. This Contract may not be traded on any stock exchange or secondary market.

~~Exemption from Exchange Act Reporting~~

We are relying on the exemption provided by Rule 12h-7 under the 1934 Act. In reliance on that exemption, we do not file periodic and current reports that we would be otherwise required to file pursuant to Section 15(d) of the 1934 Act.

~~Payment of Contract Proceeds~~

~~We will generally pay any Death Benefits, withdrawals, or surrenders within seven days after receiving the required form(s) in Good Order at our Customer Service Center.~~

~~We may delay payment or transfers for one or more of the following reasons:~~

~~• We cannot determine the amount of the payment,~~

~~• the New York Stock Exchange is closed,~~

~~• trading in securities has been restricted by the SEC,~~

~~• an emergency exists or if for any reason it is not reasonably practicable to dispose of or fairly value the securities held in an Investment Option,~~

~~• The SEC by order permits us to delay payment to protect our Owners, or~~

~~• Your premium check(s) have not cleared your bank.~~

If, pursuant to SEC rules, any Investment Portfolio suspends payment of redemption proceeds including, in the case of a money market fund Subaccount (which is the Subaccount used as the Default Account), in connection with liquidation of the underlying portfolio then we will delay payment of any transfer (including a transfer under a DCA program), partial withdrawal, surrender, or Death Benefit from the corresponding Subaccount until the suspension of redemptions is lifted or the portfolio pays redemption proceeds.

Federal laws designed to counter terrorism and prevent money laundering by criminals might in certain circumstances require us to reject a premium payment and/or “freeze” an Owner’s account. If these laws apply in a particular situation, we would not be allowed to process any request for withdrawals, surrenders, or Death Benefits, make transfers, or continue making annuity payments. If a Contract or Investment Option is frozen, the applicable Contract Value would be moved to a special segregated interest bearing account and held in that account until we receive instructions from the appropriate federal regulator. We may also be required to provide information about you and your Contract to the government agencies and departments.

~~101~~188

APPENDIX ~~A – INVESTMENT PORTFOLIOS AVAILABLE UNDER THE CONTRACT~~

The following is a list of the portfolios currently available under the Contract. More information about the Portfolio Companies is available in the prospectuses for the Portfolio Companies, which can be amended from time to time and can be found online at ~~www.srslivewell.com/prospectus. You can also request this information at no cost by calling 866-747-3421 or sending an email request to~~ ~~SecuritiesPI@sfgmembers.com~~.

The current expenses and performance information below reflects fees and expenses of the Investment Portfolios, but does not reflect the other fees and expenses that your Contract may charge. Expenses would be higher and performance would be lower if these charges were included. Each investment portfolio’s past performance is not necessarily an indication of future performance.

Average Annual Total Returns
(as of 12/31/2023)
Type / Investment Objective Portfolio Company and Advisor / Subadvisor Current Expenses 1-Year Return 5-Year Return 10-Year Return
US Fund Money Market - Taxable
Fidelity® VIP Government Money Mkt Svc 21
0.49 4.67 1.58 0.97
Fidelity Management & Research Company LLC / FMR Investment Management (U.K.) Limited; Fidelity Management & Research (Japan) Limited; Fidelity Management & Research (HK) Ltd
US Insurance Global Large-Stock Growth American Funds IS® Global Growth 0.91 22.29 13.36 9.30
Capital Research and Management Company
US Insurance Small Growth ClearBridge Variable Small Cap Growth 1.05 8.12 9.29 7.62
Legg Mason Partners Fund Advisor, LLC / ClearBridge Investments, LLC
US Insurance Large Blend
DWS Equity 500 Index VIP2
0.65 25.49 14.96 11.37
DWS Investment Management Americas, Inc. / Northern Trust Investments Inc
US Insurance Intermediate Core-Plus Bond
Western Asset Core Plus VIT2
0.76 6.44 0.98 1.24
Legg Mason Partners Fund Advisor, LLC / Western
Asset Management Company Pte Ltd. –
Singapore; Western Asset Management
Company, LLC; Western Asset Management
Company Ltd. – Japan; Western Asset
Management Company Limited – UK;
Soft-Closed
US Insurance Moderate Allocation American Funds IS® Asset Allocation 0.80 14.02 8.93 6.98
Capital Research and Management Company
US Insurance Moderate Allocation Calvert VP SRI Balanced 0.89 16.42 9.99 7.14
Calvert Research and Management
US Insurance Large Growth Fidelity® VIP Growth Opportunities 0.88 45.30 18.79 15.44
Fidelity Management & Research Company LLC / FMR Investment Management (U.K.) Limited; Fidelity Management & Research (Japan) Limited; Fidelity Management & Research (HK) Ltd;
US Insurance Mid-Cap Blend Fidelity® VIP Mid Cap 0.86 14.80 12.17 7.85
Fidelity Management & Research
Company LLC / FMR Investment Management (U.K.) Limited; Fidelity Management & Research
(Japan) Limited; Fidelity Management & Research (HK) Ltd;
US Insurance Multisector Bond Lord Abbett Series Bond-Debenture 0.89 6.55 3.14 3.49
Lord, Abbett & Co LLC
US Insurance Short-Term Bond Lord Abbett Series Short Duration Inc 0.84 5.05 1.69
Lord, Abbett & Co LLC
US Insurance Inflation-Protected Bond PIMCO VIT Real Return Adv 0.87 3.57 3.05 2.15
Pacific Investment Management Company, LLC
US Insurance Ultrashort Bond PIMCO VIT Short-Term Adv 0.71 5.80 2.02 1.77
Pacific Investment Management Company, LLC
US Insurance Large Value
Principal Equity Income

0.88 11.00 10.53 8.92
Principal Global Investors, LLC

~~1 The Fidelity VIP Government Money Mkt Svc 2 Money Market Subaccount operates as the Default Account.~~

2 This investment option is subject to an expense reimbursement and/or fee waiver arrangement resulting in a temporary expense reduction. See the Investment Option’s prospectus for additional information.

~~APPENDIX B –~~ A—STATE VARIATIONS

The prospectus provides a general description of the ~~Contract,~~Certificate but your state of issue may provide different features from those described in the body of the prospectus.

~~All~~ As of the date of this prospectus, there are no material state ~~variations~~variations.

As of the date of this prospectus, several states are still pending approval. The Certificate is not offered in the ~~Contract are disclosed in this Appendix. For more information Contract variations applicable to your state, you may contact your registered representative or our Customer Service Center.~~

State Variation
Hawaii
•The following Cycle Investments are not available:
Index Cycle Term (# of years)
Cycle
Structure
Cycle
Floor/Buffer Rate
Crediting Type
Rate
Threshold
S&P500 1 Buffer -30% Cap 2.5%
S&P500 6 Buffer -10% Participation 10.0%
MSCI EAFE 1 Buffer -10% Cap 5.0%
MSCI EAFE 6 Buffer -10% Participation 10.0%
Russell 2000 1 Buffer -10% Cap 5.0%
Nasdaq-100 Max 30 1 Buffer -10% Cap 5.0%
Nasdaq-100 Max 30 1 Buffer -30% Cap 7.5%
Nasdaq-100 Max 30 6 Buffer -10% Participation 10.0%
Nasdaq-100 Max 30 6 Buffer -20% Participation 10.0%
Nasdaq-100 Max 30 6 Buffer -30% Participation 7.5%
Goldman Sachs DynaTrend Index 1 Floor -10% Cap 2.5%
Goldman Sachs DynaTrend Index 1 Buffer -10% Cap 5.0%
Goldman Sachs DynaTrend Index 1 Buffer -30% Cap 5.0%
Goldman Sachs DynaTrend Index 6 Floor -10% Cap 5.0%
Goldman Sachs DynaTrend Index 6 Buffer -10% Participation 10.0%
Goldman Sachs DynaTrend Index 6 Buffer -20% Participation 10.0%
Goldman Sachs DynaTrend Index 6 Buffer -30% Participation 7.5%
•The Fair Value calculation prior to the Cycle End Date for Cycle Investments that have a Cycle State Date on or after November 13, 2023 continues to incorporate the Proportional Cap Rate.
•The optional Return of Premium Death Benefit Rider is not available.
•The optional Waiver of Surrender Charges Rider is not available.
Indiana
•The Fair Value calculation prior to the Cycle End Date for Cycle Investments that have a Cycle State Date prior to December 22, 2023 continue to incorporate the Proportional Cap Rate.
Maryland
•The Fair Value calculation prior to the Cycle End Date for Cycle Investments that have a Cycle State Date prior to December 22, 2023 continue to incorporate the Proportional Cap Rate.
Massachusetts
•The Fair Value calculation prior to the Cycle End Date for Cycle Investments that have a Cycle State Date prior to January 19, 2024, continue to incorporate the Proportional Cap Rate.
following states: MN, MT, OR, SC, WA

Missouri
•The following Cycle Investments are not available:
Index Cycle Term (# of years) Cycle
Structure Cycle
Floor/Buffer Rate Crediting Type Rate
Threshold
S&P500 1 Buffer -30% Cap 2.5%
S&P500 6 Buffer -10% Participation 10.0%
MSCI EAFE 1 Buffer -10% Cap 5.0%
MSCI EAFE 6 Buffer -10% Participation 10.0%
Russell 2000 1 Buffer -10% Cap 5.0%
Nasdaq-100 Max 30 1 Buffer -10% Cap 5.0%
Nasdaq-100 Max 30 1 Buffer -30% Cap 7.5%
Nasdaq-100 Max 30 6 Buffer -10% Participation 10.0%
Nasdaq-100 Max 30 6 Buffer -20% Participation 10.0%
Nasdaq-100 Max 30 6 Buffer -30% Participation 7.5%
Goldman Sachs DynaTrend Index 1 Floor -10% Cap 2.5%
Goldman Sachs DynaTrend Index 1 Buffer -10% Cap 5.0%
Goldman Sachs DynaTrend Index 1 Buffer -30% Cap 5.0%
Goldman Sachs DynaTrend Index 6 Floor -10% Cap 5.0%
Goldman Sachs DynaTrend Index 6 Buffer -10% Participation 10.0%
Goldman Sachs DynaTrend Index 6 Buffer -20% Participation 10.0%
Goldman Sachs DynaTrend Index 6 Buffer -30% Participation 7.5%
•The Fair Value calculation prior to the Cycle End Date for Cycle Investments that have a Cycle State Date on or after November 13, 2023 continues to incorporate the Proportional Cap Rate.
•The optional Return of Premium Death Benefit Rider is not available.
•The optional Waiver of Surrender Charges Rider is not available.

Nebraska
•The following Cycle Investments are not available:
Index Cycle Term (# of years) Cycle
Structure Cycle
Floor/Buffer Rate Crediting Type Rate
Threshold
S&P500 1 Buffer -30% Cap 2.5%
S&P500 6 Buffer -10% Participation 10.0%
MSCI EAFE 1 Buffer -10% Cap 5.0%
MSCI EAFE 6 Buffer -10% Participation 10.0%
Russell 2000 1 Buffer -10% Cap 5.0%
Nasdaq-100 Max 30 1 Buffer -10% Cap 5.0%
Nasdaq-100 Max 30 1 Buffer -30% Cap 7.5%
Nasdaq-100 Max 30 6 Buffer -10% Participation 10.0%
Nasdaq-100 Max 30 6 Buffer -20% Participation 10.0%
Nasdaq-100 Max 30 6 Buffer -30% Participation 7.5%
Goldman Sachs DynaTrend Index 1 Floor -10% Cap 2.5%
Goldman Sachs DynaTrend Index 1 Buffer -10% Cap 5.0%
Goldman Sachs DynaTrend Index 1 Buffer -30% Cap 5.0%
Goldman Sachs DynaTrend Index 6 Floor -10% Cap 5.0%
Goldman Sachs DynaTrend Index 6 Buffer -10% Participation 10.0%
Goldman Sachs DynaTrend Index 6 Buffer -20% Participation 10.0%
Goldman Sachs DynaTrend Index 6 Buffer -30% Participation 7.5%
•The Fair Value calculation prior to the Cycle End Date for Cycle Investments that have a Cycle State Date on or after November 13, 2023 continues to incorporate the Proportional Cap Rate.
•The optional Return of Premium Death Benefit Rider is not available.
•The optional Waiver of Surrender Charges Rider is not available.
Oregon
•The Fair Value calculation prior to the Cycle End Date for Cycle Investments that have a Cycle State Date prior to [May 1], 2024, continue to incorporate the Proportional Cap Rate.
Pennsylvania
•The Fair Value calculation prior to the Cycle End Date for Cycle Investments that have a Cycle State Date prior to December 22, 2023 continue to incorporate the Proportional Cap Rate.

Utah
•The following Cycle Investments are not available:
Index Cycle Term (# of years) Cycle
Structure Cycle
Floor/Buffer Rate Crediting Type Rate
Threshold
S&P500 1 Buffer -30% Cap 2.5%
S&P500 6 Buffer -10% Participation 10.0%
MSCI EAFE 1 Buffer -10% Cap 5.0%
MSCI EAFE 6 Buffer -10% Participation 10.0%
Russell 2000 1 Buffer -10% Cap 5.0%
Nasdaq-100 Max 30 1 Buffer -10% Cap 5.0%
Nasdaq-100 Max 30 1 Buffer -30% Cap 7.5%
Nasdaq-100 Max 30 6 Buffer -10% Participation 10.0%
Nasdaq-100 Max 30 6 Buffer -20% Participation 10.0%
Nasdaq-100 Max 30 6 Buffer -30% Participation 7.5%
Goldman Sachs DynaTrend Index 1 Floor -10% Cap 2.5%
Goldman Sachs DynaTrend Index 1 Buffer -10% Cap 5.0%
Goldman Sachs DynaTrend Index 1 Buffer -30% Cap 5.0%
Goldman Sachs DynaTrend Index 6 Floor -10% Cap 5.0%
Goldman Sachs DynaTrend Index 6 Buffer -10% Participation 10.0%
Goldman Sachs DynaTrend Index 6 Buffer -20% Participation 10.0%
Goldman Sachs DynaTrend Index 6 Buffer -30% Participation 7.5%
•The Fair Value calculation prior to the Cycle End Date for Cycle Investments that have a Cycle State Date on or after November 13, 2023 continues to incorporate the Proportional Cap Rate.
•The optional Return of Premium Death Benefit Rider is not available.
•The optional Waiver of Surrender Charges Rider is not available.

Vermont
•The following Cycle Investments are not available:
Index Cycle Term (# of years) Cycle
Structure Cycle
Floor/Buffer Rate Crediting Type Rate
Threshold
S&P500 1 Buffer -30% Cap 2.5%
S&P500 6 Buffer -10% Participation 10.0%
MSCI EAFE 1 Buffer -10% Cap 5.0%
MSCI EAFE 6 Buffer -10% Participation 10.0%
Russell 2000 1 Buffer -10% Cap 5.0%
Nasdaq-100 Max 30 1 Buffer -10% Cap 5.0%
Nasdaq-100 Max 30 1 Buffer -30% Cap 7.5%
Nasdaq-100 Max 30 6 Buffer -10% Participation 10.0%
Nasdaq-100 Max 30 6 Buffer -20% Participation 10.0%
Nasdaq-100 Max 30 6 Buffer -30% Participation 7.5%
Goldman Sachs DynaTrend Index 1 Floor -10% Cap 2.5%
Goldman Sachs DynaTrend Index 1 Buffer -10% Cap 5.0%
Goldman Sachs DynaTrend Index 1 Buffer -30% Cap 5.0%
Goldman Sachs DynaTrend Index 6 Floor -10% Cap 5.0%
Goldman Sachs DynaTrend Index 6 Buffer -10% Participation 10.0%
Goldman Sachs DynaTrend Index 6 Buffer -20% Participation 10.0%
Goldman Sachs DynaTrend Index 6 Buffer -30% Participation 7.5%
•The Fair Value calculation prior to the Cycle End Date for Cycle Investments that have a Cycle State Date on or after November 13, 2023 continues to incorporate the Proportional Cap Rate.
•The optional Return of Premium Death Benefit Rider is not available.
•The optional Waiver of Surrender Charges Rider is not available.
Virginia
•The Fair Value calculation prior to the Cycle End Date for Cycle Investments that have a Cycle State Date prior to December 22, 2023 continue to incorporate the Proportional Cap Rate.

~~APPENDIX C – CYCLE INVESTMENT UNIT VALUE EXAMPLES~~

~~For~~ each active Cycle Investment, the Cycle Investment Unit Value will be calculated on each Cycle Business Day based on each (A) Cycle Investment’s Fair Value as determined by the Fair Value Calculation Agent;

~~(B) the number of Cycle Investment units held; and (C) the Floor Rate or Buffer Rate applicable to the Cycle Investment~~.

~~FOR CYCLE INVESTMENTS WITH A FLOOR RATE AND CAP RATE:~~

~~Start Date~~

~~The Initial Cycle Investment Unit Value will be set as $10 for each Cycle on the Start Date.~~

~~During the Cycle Term~~

~~For Cycle Investments that have a Cycle Start Date prior to November 13, 2023:~~

~~Each Cycle Business Day prior to Cycle End Date, the Cycle Investment Unit Value will be calculated as the lesser of:~~

~~(A) The Cycle Investment Unit Value based on the Fair Value~~

~~Each Business Day the Fair Value of each Cycle Investment will be determined by a Fair Value Calculation Agent.~~

~~The fair value per Cycle Units outstanding = Fair Value / number of Cycle Investment Units~~

~~and~~

~~(B) The Cycle Investment Unit Value adjusted for the Proportional Cap Rate~~

The percentage gain in the Cycle Investment Unit Value, prior to the Cycle End Date, is limited by the Proportional Cap Rate, which is the Cap Rate multiplied by the amount of time that has elapsed since the Cycle Start Date, divided by the Cycle Term.

The maximum Cycle Investment Unit Value is adjusted for the Proportional Cap Rate = { Initial Cycle Investment Unit Value} x {1 + (Cap Rate) x [(number of days elapsed since Start Date) / (number of days in a Cycle Term)]}. This is the maximum that the Cycle Investment Unit Value can be prior to the Cycle End Date.

~~Example 1:~~ ~~A Cycle Investment that is 150 days since the Cycle Start Date, has a 3 year Cycle Term, a 20% Cap Rate, a Fair Value of $1,250,000, and current number of Cycle Investment Units of 100,000.~~

~~(A) The fair value per Cycle Units outstanding = Fair Value / number of Cycle Investment Units = $1,250,000 / 100,000 = $12.50~~

(B) The initial Unit Value adjusted for the Proportional Cap Rate = {Initial Cycle Investment Unit Value} x {1 + ( Cap Rate) x [(number of days elapsed since Start Date) / (number of days in a Cycle Term)]} = $10 x {1+ 20% x (150/(365 x 3)} = $10.27. This is the maximum that the Cycle Investment Unit Value can be.

~~The Cycle Investment Unit Value = Lesser of (A) and (B) = Min {$12.50, $10.27} = $10.27.~~

~~Example 2:~~ ~~A Cycle Investment that is 150 days since the Start Date, has a 3 year Cycle Term, a 20% Cap Rate, a Fair Value of $900,000, and current number of Cycle Investment Units of 100,000.~~

~~(A) The fair value per Cycle Units outstanding = Fair Value / number of Cycle Investment Units = $900,000 / 100,000 = $9.00~~

(B) The maximum Cycle Investment Unit Value adjusted for the Proportional Cap Rate = {Initial Cycle Investment Unit Value} x {1 + ( Cap Rate) x [(number of days elapsed since Start Date) / (number of days in a Cycle Term)]} = $10 x {1+ 20% x (150/(365 x 3)} = $10.27. This is the maximum that the Cycle Investment Unit Value can be.

~~The Cycle Investment Unit Value = Lesser of (A) and (B) = Min {$9.00, $10.27} = $9.00.~~

~~For Cycle Investments that have a Cycle Start Date on or after November 13, 2023:~~

~~During the Cycle Term~~

~~Each Cycle Business Day prior to Cycle End Date, the Cycle Investment Unit Value will be calculated as: The Cycle Investment Unit Value based on the Fair Value~~

~~Each Business Day the Fair Value of each Cycle Investment will be determined by a Fair Value Calculation Agent. This is equivalent to the Fair Value / number of Cycle Investment Units.~~

~~Example 1:A Cycle Investment that is 150 days since the Cycle Start Date has a 3 year Cycle Term, a 20% Cap Rate, a Fair Value of $1,100,000, and the current number of Cycle Investment Units of 100,000.~~

~~The fair value per Cycle Units outstanding = Fair Value / number of Cycle Investment Units = $1,100,000 / 100,000 = $11.00~~

~~The Cycle Investment Unit Value = $11.00.~~

~~Example 2:A Cycle that is 150 days since the Cycle Start Date has a 3 year Cycle Term, a 20% Cap Rate, a Fair Value of $900,000, and the current number of Cycle Investment Units of 100,000.~~

~~The fair value per Cycle Units outstanding Unit Value = Fair Value / number of Cycle Investment Units = $900,000 / 100,000 = $9.00~~

~~The Cycle Investment Unit Value = $9.00.~~

During the Cycle Term prior to the Cycle End Date, no Floor Rate or Buffer Rate applies. Thus, during the Cycle Term, the decrease in the Cycle Investment Unit Value is not limited by Floor Rate or Buffer Rate protection. This means that you could lose all of your principal invested in a Cycle, if you take a withdrawal prior to the Cycle End Date.

Withdrawals from the Cycle Investment prior to the Cycle End Date are permitted and the impact of the withdrawal on the amount of investment remaining in the Cycle Investment is based on the dollar amount withdrawn and the Cycle Investment Unit Value at the time of the Withdrawal.

(A) The dollar amount of the Withdrawal is translated into number of Cycle Investment Units withdrawn as (dollar amount of the Withdrawal) / (Cycle Investment Unit Value at the time of the Withdrawal) = number of Cycle Investment Units withdrawn.

(B) The number of Cycle Investment Units remaining after the Withdrawal = (number of Cycle Investment Units prior to Withdrawal) – (number of Cycle Investment Units withdrawn [as calculated in (A) above]).

(C) Value of the remaining investment in the Cycle Investment = (number of Cycle Investment Units remaining after the Withdrawal [as calculated in (B) above]) x (Cycle Investment Unit Value at the time of the Withdrawal).

~~Example 1: A Cycle Investment prior to the Cycle End Date has a current Cycle Investment Unit Value of $10 and current number of Cycle Investment Units of 10,000 has withdrawals of $10,000.~~

~~(A) The number of Cycle Investment Units withdrawn = (dollar amount of the Withdrawal) / (Cycle Investment Unit Value at the time of the Withdrawal) = $10,000 / $10 = 1,000.~~

(B) The number of Cycle Investment Units remaining after the withdrawal = (number of Cycle Investment Units prior to the Withdrawal) – (number of Cycle Investment Units withdrawn) = 10,000 – 1,000 = 9,000.

(C) The value of the remaining investment in the Cycle Investment = (number of Cycle Investment Units remaining after the Withdrawal) x (Cycle Investment Unit Value at the time of the Withdrawal) = 9,000 x $10 = $90,000.

Example 2: A -10% Floor Cycle that had an initial Cycle Investment of $100,000, takes a withdrawal prior to the Cycle End Date. The current Cycle Investment Unit Value is $7.00 (note: if the Floor Rate applied prior to the Cycle End Date, the Cycle Investment Unit Value would be $9.00 = $10 * (1 + Cycle Floor Rate)) and current number of Cycle Investment Units of 10,000 has a withdrawal of $7,000.

~~(A) The number of Cycle Investment Units withdrawn = (dollar amount of the Withdrawal) / (Cycle Investment Unit Value at the time of the Withdrawal) = $7,000 / $7.00 = 1,000.~~

Example 3: A -10% Buffer Cycle that had an initial Cycle Investment of $100,000, takes a withdrawal prior to the Cycle End Date. The current Cycle Investment Unit Value is $7.00 (note: if the Buffer Rate applied prior to the Cycle End Date, the Cycle Investment Unit Value would be $8.00 = $10 * (30% + Cycle Buffer Rate)) and current number of Cycle Investment Units of 10,000 has a withdrawal of $7,000.

~~(A) The number of Cycle Investment Units withdrawn = (dollar amount of the Withdrawal) / (Cycle Investment Unit Value at the time of the Withdrawal) = $7,000 / $7.00 = 1,000.~~

~~On the Cycle End Date~~

The Cycle End Date Unit Value will equal the Cycle Investment Unit Value on the Cycle End Date subject to being no greater than the Cycle End Date Unit Value Cap (See D below) and being no less that the Cycle End Date Unit Value Floor (see E below).

~~(A) Initial Cycle Investment Unit Value:~~

~~1. The Initial Cycle Investment Unit Value = $10~~

~~(B) Change in the Index Value~~

~~The Change in the Index Value equals:~~

~~1. The last reported value of the Index on the Cycle End Date, minus the last reported value of the Index on the Start Date, divided by.~~

~~2. The last reported Value of the Index on the Start Date.~~

~~(C) Cycle End Date Initial Unit Value~~

~~The Cycle End Date’s initial Unit Value equals:~~

~~1. The Initial Cycle Investment Unit Value multiplied by~~

~~2. One plus the Change in Index Value, computed as set forth in (B) above.~~

~~(D) Cycle End Date Unit Value Cap~~

~~The Cycle End Date’s Unit Value Cap equals the Initial Cycle Investment Unit Value multiplied by (one plus the Cap Rate.)~~

~~(E) Cycle End Date Unit Value Floor~~

~~The Cycle End Date’s Unit Value Floor equals the Initial Cycle Investment Unit Value multiplied by (one plus the Floor Rate (which is a negative number)).~~

~~(F) Maturity Unit Value~~

~~Cycle Investment Unit Cycle Investment Value is the greater of (i) (E) ; or (ii) the lesser of (C)and (D).~~

~~Example 1:~~ ~~A Cycle Investment matures, the Cap Rate is 20%, Index Value on the Cycle End Date is 1,500, Index Value on the Cycle Start Date is 1,000, and the Floor Rate is -10%.~~

~~(A) Initial Cycle Investment Unit Value = $10.00~~

~~(B) Change in Index Value = (1,500 – 1,000)/1,000 = 50%~~

~~(C) Cycle End Date Initial Unit Value = $10 x (1+50%) = $15.00~~

~~(D) Cycle End Date Unit Value Cap = $10 x (1+20%) = $12.00~~

~~(E) Cycle End Date Unit Value Floor = $10 x (1+ -10%) = $9.00~~

~~Cycle Investment Unit Value = (C) subject to being no greater than (D) and no less than (E) = Max {$9.00 and Min($15.00, $12.00)} = $12.00~~

~~Example 2:~~ ~~A Cycle Investment matures, the Cap Rate is 20%, Index Value on the Cycle End Date is 800, Index Value on the Start Date is 1,000, and the Floor Rate is -10%.~~

~~(A) Initial Cycle Investment Unit Value = $10.00~~

~~(B) Change in Index Value = (800 – 1,000)/1,000 = -20%~~

~~(C) Cycle End Date initial Unit Value = $10 x (1+-20%) = $8.00~~

~~(D) Cycle End Date Unit Value Cap = $10 x (1+20%) = $12.00~~

~~(E) Cycle End Date Unit Value Floor = $10 x (1+ -10%) = $9.00~~

~~Cycle Investment Unit Value = (C) subject to being no greater than (D) and no less than (E) = Max{$9.00 and Min($8.00, $12.00)} = $9.00~~

~~Example 3:~~ ~~A Cycle Investment matures, the Cap Rate is 20%, Index Value on the Cycle End Date is 1,100, Index Value on the Start Date is 1,000, and the Floor Rate is -10%.~~

~~(A) Initial Cycle Investment Unit Value = $10.00~~

~~(B) Change in Index Value = (1,100 – 1,000)/1,000 = 10%~~

~~(C) Cycle End Date initial Unit Value = $10 x (1+10%) = $11.00~~

~~(D) Cycle End Date Unit Value Cap = $10 x (1+20%) = $12.00~~

~~(E) Cycle End Date Unit Value Floor = $10 x (1+ -10%) = $9.00~~

~~Cycle Investment Unit Value = (C) subject to being no greater than (D) and no less than (E) = Max{$9.00 and Min($11.00 , $12.00)} = $11.00~~

~~The value of investment in a Cycle Investment on the Cycle End Date is equal to the (number of Cycle Investment Units at the Cycle End Date) x (Cycle Investment Unit Value on the Cycle End Date).~~

Example 1: A Cycle on the Cycle End Date has a current Cycle Investment Unit Value of $12.31 and current number of Units of 10,000. The value of the investments in the Cycle on the Cycle End Date is $12.31 x 10,000 = $123,100.

~~FOR CYCLE INVESTMENTS WITH A BUFFER RATE AND CAP RATE:~~

~~Start Date~~

~~The Initial Cycle Investment Unit Value will be set as $10 for each Cycle Investment on the Start Date.~~

~~During the Cycle Term~~

~~For Cycle Investments that have a Cycle Start Date prior to November 13, 2023:~~

~~Each Cycle Business Day prior to Cycle End Date, the Cycle Investment Unit Value will be calculated as the lesser of:~~

~~(A) The Cycle Investment Unit Value based on the Fair Value~~

~~Each Business Day the Fair Value of each Cycle Investment will be determined by a Fair Value Calculation Agent.~~

~~The fair value per Cycle Units outstanding = Fair Value / number of Units~~

~~and~~

~~(B) The Cycle Investment Unit Value adjusted for the Proportional Cap Rate~~

The maximum Cycle Investment Unit Value is adjusted for the Proportional Cap Rate = { Initial Cycle Investment Unit Value } x {1 + ( Cap Rate) x [(number of days elapsed since Cycle Start Date) / (number of days in a Cycle Term)]}. This is the maximum that the Cycle Investment Unit Value can be prior to the Cycle End Date

~~Example 1:~~ ~~A Cycle Investment that is 150 days since the Cycle Start Date, has a one year Cycle Term, a 20% Cap Rate, a Fair Value of $1,250,000, and current number of Cycle Investment Units of 100,000.~~

~~(A) The fair value per Cycle Units outstanding = Fair Value / number of Cycle Investment Units = $1,250,000 / 100,000 = $12.50~~

(B) The maximum Cycle Investment Unit Value adjusted for the Proportional Cap Rate = {Initial Cycle Investment Unit Value} x {1 + (Cap Rate) x (number of days elapsed since Cycle Start Date) / (number of days in a Cycle Term)]} = $10 x {1+ 20% x (150/365)} = $10.82. This is the maximum that the Cycle Investment Unit Value can be.

~~Cycle Investment Unit Value = Lesser of (A) and (B) = Min {$12.50, $10.82} = $10.82~~

~~Example 2:~~ ~~A Cycle Investment that is 150 days since the Start Date, has a one year Cycle Term, a 20% Cap Rate, a Fair Value of $900,000, and current number of Cycle Investment Units of 100,000.~~

~~(A) The fair value per Cycle Units outstanding = Fair Value / number of Cycle Investment Units = $900,000 / 100,000 = $9.00~~

(B) The maximum Cycle Investment Unit Value adjusted for the Proportional Cap Rate = {Initial Cycle Investment Unit Value} x {1 + (Cap Rate) x [(number of days elapsed since Start Date) / (number of days in a Cycle Term)]}= $10 x {1+ 20% x (150/365)} = $10.82. This is the maximum that the Cycle Investment Unit Value can be.

~~Cycle Investment Unit Value = Lesser of (A) and (B) = Min {$9.00, $10.82} = $9.00~~

~~During the Cycle Term~~

~~For Cycle Investments that have a Cycle Start Date on or after November 13, 2023:~~

~~Each Cycle Business Day prior to Cycle End Date, the Cycle Investment Unit Value will be calculated as the Cycle Investment Unit Value based on the Fair Value~~

~~Each Business Day the Fair Value of each Cycle Investment will be determined by a Fair Value Calculation Agent. This is equivalent to the Fair Value / number of Cycle Investment Units~~

~~Example 1:A Cycle Investment that is 150 days since the Cycle Start Date, has a 3 year Cycle Term, a 35% Cap Rate, a Fair Value of $1,250,000, and the current number of Cycle Investment Units of 100,000.~~

~~The fair value per Cycle Units outstanding = Fair Value / number of Cycle Investment Units = $1,250,000 / 100,000 = $12.50~~

~~Cycle Investment Unit Value = $12.50.~~

~~Example 2:A Cycle Investment that is 150 days since the Cycle Start Date, has a 3 year Cycle Term, a 35% Cap Rate, a Fair Value of $490,000 and the current number of Cycle Investment Units of 100,000.~~

~~The fair value per Cycle Units outstanding = Fair Value / number of Cycle Investment Units = $490,000 / 100,000 = $4.90~~

~~Cycle Investment Unit Value = $4.90.~~

During the Cycle Term prior to the Cycle End Date, no Buffer Rate or Floor Rate applies. Thus, during the Cycle Term, the decrease in the Cycle Investment Unit Value is not limited by the Buffer Rate or Floor Rate protection.

(B) The number of Cycle Investment Units remaining after the Withdrawal = (number of Cycle Investment Unit prior to Withdrawal) – (number of Cycle Investment Units withdrawn [as calculated in (A) above]).

(C) Value of the remaining investment in the Cycle Investment = (number of Cycle Investment Units remaining after the Withdrawal [as calculated in (B) above]) * (Cycle Investment Unit Value at the time of the Withdrawal).

~~Example 1: A Cycle Investment prior to the Cycle End Date has a current Cycle Investment Unit Value of $10 and current number of Cycle Investment Units of 10,000 has withdrawals of $10,000.~~

~~(A) The number of Cycle Investment Units withdrawn = (dollar amount of the Withdrawal) / (Cycle Investment Unit Value at the time of the Withdrawal) = $10,000 / $10 = 1,000.~~

(C) The value of the remaining investment in the Cycle Investment = (number of Cycle Investment Units remaining after the Withdrawal) * (Cycle Investment Unit Value at the time of the Withdrawal) = 9,000 * $10 = $90,000.

~~On the Cycle End Date~~

The Cycle End Date Unit Value will equal the Cycle End Date Initial Unit Value subject to being no greater than the Cycle End Date Unit Value Cap (See D below) and for losses that occur in excess of the Cycle End Date Unit Value Buffer (see E below).

~~(A) Initial Cycle Investment Unit Value:~~

~~1. The Initial Cycle Investment Unit Value = $10~~

~~(B) Change in the Index Value:~~

~~The Change in the Index Value equals:~~

~~1. The last reported value of the Index on the Cycle End Date, minus the last reported value of the Index on the Cycle Start Date, divided by.~~

~~2. The last reported Value of the Index on the Cycle Start Date.~~

~~(C) Cycle End Date initial Unit Value~~

~~The Cycle End Date’s initial Unit Value equals:~~

~~1. The Initial Unit Value multiplied by~~

~~2. One plus the Change in Index Value, computed as set forth in (B) above.~~

~~(D) Cycle End Date Unit Value Cap~~

~~The Cycle End Date’s Unit Value Cap equals the Initial Cycle Investment Unit Value multiplied by one plus the Cap Rate.~~

~~(E) Cycle End Date Unit Value Buffer~~

If the Change in Index Value, as computed in (B) above, is greater than or equal to the Cycle Buffer Rate (i.e., is not a loss greater than the Buffer Rate) then the Cycle’s End Date Unit Value Buffer equals the Initial Unit Value. If the Change in the Index Value, as computed in (B) above, is less than the Cycle Buffer Rate (i.e., is a loss greater than the Buffer Rate) then the

~~Cycle’s End Date Unit Value Buffer equals the Initial Unit Value multiplied by one plus the quantity of the Change in Index Value minus the Buffer Rate.~~

~~(F) Maturity Unit Value~~

~~Cycle Investment Unit Value is the greater of (i) (E); or (ii) the lesser of (C) and (D).~~

~~Example 1:~~ ~~A Cycle Investment matures, the Cap Rate is 20%, Index Value on the Cycle End Date is 950, Index Value on the Start Date is 1,000, and the Buffer Rate is -10%.~~

~~(A) Initial Cycle Investment Unit Value = $10.00~~

~~(B) Change in Index Value = (950 – 1,000)/1,000 = -5.0%~~

~~(C) Cycle End Date initial Unit Value = $10 x (1+-5.0%) = $9.50~~

~~(D) Cycle End Date Unit Value Cap = $10 x (1+20%) = $12.00~~

~~(E) Cycle End Date Unit Value Buffer = $10.00; since the Change in Index Value of -5.0% is greater than Buffer Rate of -10%, the Cycle End Date Unit Value Buffer is the Initial Unit Value of $10.00.~~

~~Cycle Investment Unit Value = Greater of $10.00 versus Min{$9.50 , $12.00}, which is $10.00.~~

~~Example 2:~~ ~~A Cycle Investment matures, the Cap Rate is 20%, Index Value on the Cycle End Date is 800, Index Value on the Start Date is 1,000, and the Buffer Rate is -10%.~~

~~(A) Initial Unit Value = $10.00~~

~~(B) Change in Index Value = (800 – 1,000)/1,000 = -20.0%~~

~~(C) Cycle End Date Initial Unit Value = $10 x (1+-20.0%) = $8.00~~

~~(D) Cycle End Date Unit Value Cap = $10 x (1+20%) = $12.00~~

~~(E) Cycle End Date Unit Value Buffer = $9.00; since the Change in Index Value of -20.0% is less than the Buffer Rate of -10%, the Cycle End Date Unit Value Buffer is $10 * (1 + -20% - -10%) = $9.00.~~

~~Cycle Investment Unit Value = Greater of $9.00 versus Min{$8.00 , $12.00}, which is $9.00.~~

~~Example 3:~~ ~~A Cycle Investment matures, the Cap Rate is 20%, Index Value on the Cycle End Date is 1,100, Index Value on the Start Date is 1,000, and the Buffer Rate is -10%.~~

~~(A) Initial Cycle Investment Unit Value = $10.00~~

~~(B) Change in Index Value = (1,100 – 1,000)/1,000 = 10.0%~~

~~(C) Cycle End Date Initial Unit Value = $10 x (1+10.0%) = $11.00~~

~~(D) Cycle End Date Unit Value Cap = $10 x (1+20%) = $12.00~~

~~(E) Cycle End Date Unit Value Buffer = $10.00; since the Change in Index Value of 10% is greater than the Buffer Rate of -10%, the Cycle End Date Unit Value Buffer is $10.00.~~

~~Cycle Investment Unit Value = Greater of $10.00 versus Min{$11.00 , $12.00}, which is $11.00.~~

~~Example 4:~~ ~~A Cycle Investment matures, the Cap Rate is 20%, Index Value on the Cycle End Date is 1,500, Index Value on the Start Date is 1,000, and the Buffer Rate is -10%.~~

~~(A) Initial Unit Value = $10.00~~

~~(B) Change in Index Value = (1,500 – 1,000)/1,000 = 50.0%~~

~~(C) Cycle End Date Initial Unit Value = $10 x (1+50.0%) = $15.00~~

~~(D) Cycle End Date Unit Value Cap = $10 x (1+20%) = $12.00~~

~~(E) Cycle End Date Unit Value Buffer = $10.00; since the Change in Index Value of 50% is greater than the Buffer Rate of -10%, the Cycle End Date Unit Value Buffer is $10.00.~~

~~Cycle Investment Unit Value = Greater of $10.00 versus Min{$15.00, $12.00}, which is $12.00.~~

~~The value of investment in a Cycle Investment on the Cycle End Date is equal to the (number of Cycle Investment Units at the Cycle End Date) * (Cycle Investment Unit Value on the Cycle End Date).~~

~~Example 1:~~ A Cycle Investment on the Cycle End Date has a current Cycle Investment Unit Value of $12.31 and current number of Cycle Investment Units of 10,000 the value of the investments in the Cycle Investment on the Cycle End Date is $12.31 * 10,000 = $123,100.

~~FOR CYCLE INVESTMENTS WITH A BUFFER RATE AND A PARTICIPATION RATE:~~

~~Start Date~~

~~The Initial Cycle Investment Unit Value will be set as $10 for each Cycle Investment on the Start Date.~~

~~During the Cycle Term~~

~~Each Cycle Business Day prior to Cycle End Date, the Cycle Investment Unit Value will be calculated as the Cycle Investment Unit Value based on the Fair Value~~

~~Each Business Day the Fair Value of each Cycle Investment will be determined by a Fair Value Calculation Agent.~~

~~This is equivalent to the Fair Value / number of Cycle Investment Units.~~

~~Example 1:A Cycle Investment that is 150 days since the Cycle Start Date has a 6-year Cycle Term, an 80% Participation Rate, a Fair Value of $1,150,000, and current number of Cycle Investment Units of 100,000.~~

~~The fair value per Cycle Units outstanding = Fair Value / number of Cycle Investment Units = $1,150,000 / 100,000 = $11.50 Cycle Investment Unit Value = $11.50~~

~~Example 2:~~ ~~A Cycle Investment that is 150 days since the Start Date has a 6-year Cycle Term, an 110% Participation Rate, a Fair Value of $900,000, and current number of Cycle Investment Units of 100,000.~~

~~The fair value per Cycle Units outstanding = Fair Value / number of Cycle Investment Units = $900,000 / 100,000 = $9.00~~

~~Cycle Investment Unit Value = $9.00~~

A.The dollar amount of the Withdrawal is translated into number of Cycle Investment Units withdrawn as (dollar amount of the Withdrawal) / (Cycle Investment Unit Value at the time of the Withdrawal) = number of Cycle Investment Units withdrawn.

B.The number of Cycle Investment Units remaining after the Withdrawal = (number of Cycle Investment Unit prior to Withdrawal) – (number of Cycle Investment Units withdrawn [as calculated in (A) above]).

C.Value of the remaining investment in the Cycle Investment = (number of Cycle Investment Units remaining after the Withdrawal [as calculated in (B) above]) * (Cycle Investment Unit Value at the time of the Withdrawal).

~~Example 1:A Cycle Investment prior to the Cycle End Date has a current Cycle Investment Unit Value of $10 and current number of Cycle Investment Units of 10,000 has withdrawals of $10,000.~~

A.~~The number of Cycle Investment Units withdrawn = (dollar amount of the Withdrawal) / (Cycle Investment Unit Value at the time of the Withdrawal) = $10,000 / $10 = 1,000.~~

B.The number of Cycle Investment Units remaining after the withdrawal = (number of Cycle Investment Units prior to the Withdrawal) – (number of Cycle Investment Units withdrawn) = 10,000 – 1,000 = 9,000.

C.The value of the remaining investment in the Cycle Investment = (number of Cycle Investment Units remaining after the Withdrawal) * (Cycle Investment Unit Value at the time of the Withdrawal) = 9,000 * $10 = $90,000.

~~On the Cycle End Date~~

The Cycle End Date Unit Value will be determined with reference to the Participation Rate (See C below) if there is Index gain and will equal the Initial Unit Value subject to losses that occur in excess of the Cycle End Date Unit Value Buffer (see D below) if there is Index loss.

A.~~Initial Cycle Investment Unit Value:~~

1.~~The Initial Cycle Investment Unit Value = $10~~

B.~~Change in the Index Value:~~

~~The Change in the Index Value equals:~~

1.~~The last reported value of the Index on the Cycle End Date, minus the last reported value of the Index on the Cycle Start Date, divided by.~~

2.~~The last reported Value of the Index on the Cycle Start Date.~~

C.~~Maturity unit value – Index Gain~~

~~If the Change in Index Value, computed as set forth in (B) above is greater than or equal to zero, the Cycle End Date’s Unit Value equals:~~

1.~~The Initial Unit Value multiplied by~~

2.~~One plus~~

3.~~The Change in Index Value, computed as set forth in (B) above, multiplied by the Participation Rate.~~

D.~~Cycle End Date Unit Value Buffer~~

If the Change in Index Value, as computed in (B) above, is greater than or equal to the Buffer Rate (i.e., is not a loss greater than the Buffer Rate) then the Cycle’s End Date Unit Value Buffer equals the Initial Unit Value. If the Change in the Index Value, as computed in (B) above, is less than the Buffer Rate (i.e., is a loss greater than the Buffer Rate) then the Cycle’s End Date Unit Value Buffer equals the Initial Unit Value multiplied by one plus the quantity of the Change in Index Value minus the Buffer Rate.

E.~~Maturity unit value – Index Loss~~

~~If the Change in Index Value is less than zero, the Cycle End Date’s Unit Value is subject to (D).~~

~~Example 1:A Cycle Investment matures, the Participation Rate is 80%, Index Value on the Cycle End Date is 950, Index Value on the Start Date is 1,000, and the Buffer Rate is -10%.~~

A.~~Initial Cycle Investment Unit Value = $10.00~~

B.~~Change in Index Value = (950 – 1,000)/1,000 = -5.0%~~

C.~~Is not applicable in this example because the Change in Index Value, computed in (B) above, is less than 0~~

D.~~Cycle End Date Unit Value Buffer = $10.00; since the Change in Index Value of -5.0% is greater than Buffer Rate of -10%, the Cycle End Date Unit Value Buffer is the Initial Unit Value of $10.00.~~

~~Cycle Investment Unit Value = Cycle End Date Unit Value Buffer computed as set forth in (D) above, which is $10.00.~~

~~Example 2:A Cycle Investment matures, the Participation Rate is 80%, Index Value on the Cycle End Date is 800, Index Value on the Start Date is 1,000, and the Buffer Rate is -10%.~~

A.~~Initial Unit Value = $10.00~~

B.~~Change in Index Value = (800 – 1,000)/1,000 = -20.0%~~

C.~~Is not applicable in this example because the Change in Index Value, computed in (B) above, is less than 0~~

D.~~Cycle End Date Unit Value Buffer = $9.00; since the Change in Index Value of -20.0% is less than the Buffer Rate of -10%, the Cycle End Date Unit Value Buffer is $10 * (1 + -20% — 10%) = $9.00.~~

~~Cycle Investment Unit Value = Cycle End Date Unit Value Buffer computed as set forth in (D) above, which is $9.00.~~

~~Example 3:A Cycle Investment matures, the Participation Rate is 80%, Index Value on the Cycle End Date is 1,100, Index Value on the Start Date is 1,000, and the Buffer Rate is -10%.~~

A.~~Initial Cycle Investment Unit Value = $10.00~~

B.~~Change in Index Value = (1,100 – 1,000)/1,000 = 10.0%~~

C.~~Cycle End Date Unit Value = $10 × (1+80%*10.0%) = $10.80~~

D.~~Is not applicable in this example because the Change in Index Value computed in (B) above is greater than 0~~

~~Cycle Investment Unit Value =$10.80 as computed in (C), since the Change in Index Value, as computed in (B) above, is greater than 0.~~

~~The value of investment in a Cycle on the Cycle End Date is equal to the (number of Cycle Investment Units at the Cycle End Date) * (Cycle Investment Unit Value on the Cycle End Date).~~

~~Example 1:~~A Cycle Investment on the Cycle End Date has a current Cycle Investment Unit Value of $12.31 and current number of Cycle Investment Units of 10,000 the value of the investments in the Cycle Investment on the Cycle End Date is $12.31 * 10,000 = $123,100.

~~CYCLE INVESTMENT~~

~~The Contract Holder’s Cycle Investment on any Cycle Business Day is the number of Cycle Investment Units credited to the Contract Holder multiplied by the day’s Cycle Investment Unit Value.~~

~~Example 1:~~ On a Cycle Start Date a Contract Holder invests $100,000 in a Cycle Investment. The Initial Cycle Investment Unit Value is $10. After 6 months, the Cycle Investment Unit Value of the Cycle Investment is $13.00.

~~(A) Number of Cycle Investment Units = $100,000/10 = 10,000 Cycle Investment Units~~

~~(B) Cycle Investment after 6 months = 10,000 x $13.00 = $130,000~~

~~Example 2:~~ On a Cycle Start Date a Contract Holder invests $90,000 in a Cycle Investment. The Initial Cycle Investment Unit Value is $10. After 3 months, the Cycle Investment Unit Value of the Cycle Investment is $8.50.

~~(A) Number of Cycle Investment Units = $90,000/10 = 9,000 Cycle Investment Units~~

~~(B) Cycle Investment after 3 months = 9,000 x $8.50 = $76,500~~

~~Example 3:~~ On a Cycle Start Date a Contract Holder invests $250,000 in a Cycle Investment. The Initial Cycle Investment Unit Value is $10. After 10 months, the Cycle Investment Unit Value of the Cycle Investment is $12.00.

~~(A) Number of Cycle Investment Units = $250,000/10 = 25,000 Cycle Investment Units~~

~~(B) Cycle Investment after 10 months = 25,000 x $12.00 = $300,000~~

~~APPENDIX D – INDEX DISCLOSURES~~

The Cycle Investments track certain Securities Indices that are published by third parties. Midland National uses these Securities Indices under license from the Indices’ respective publishers. The following information about the Indices is included in this Prospectus in accordance with Midland National’s license agreements with the publishers of the Indices:

~~S&P 500® PRICE RETURN INDEX~~

~~Standard & Poor’s requires that the following disclaimer be included in this prospectus:~~

The Cycle Investments are not sponsored, endorsed, sold or promoted by Standard & Poor’s (“S&P”) or its third party licensors. Neither S&P nor its third party licensors makes any representation or warranty, express or implied, to the owners of the Contract or any member of the public regarding the advisability of investing in securities generally or in the Contract particularly or the ability of the S&P 500 Index (the “Index”) to track general stock market performance. S&P’s and its third party licensor’s only relationship to Midland National is the licensing of certain trademarks and trade names of S&P and the third party licensors and of the Index which is determined, composed and calculated by S&P or its third party licensors without regard to Midland National or the Contract. S&P and its third party licensors have no obligation to take the needs of Midland National or the owners of the Contract into consideration in determining, composing or calculating the Index. Neither S&P nor its third party licensors is responsible for and has not participated in the determination of the prices and amount of the Contract or the timing of the issuance or sale of the Contract or in the determination or calculation of the equation by which the Contract is to be converted into cash. S&P has no obligation or liability in connection with the administration, marketing or trading of the Contract.

NEITHER S&P, ITS AFFILIATES NOR THEIR THIRD PARTY LICENSORS GUARANTEE THE ADEQUACY, ACCURACY, TIMELINESS OR COMPLETENESS OF THE INDEX OR ANY DATA INCLUDED THEREIN OR ANY COMMUNICATIONS, INCLUDING BUT NOT LIMITED TO, ORAL OR WRITTEN COMMUNICATIONS (INCLUDING ELECTRONIC COMMUNICATIONS) WITH RESPECT THERETO. S&P, ITS AFFILIATES AND THEIR THIRD PARTY LICENSORS SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS OR DELAYS THEREIN. S&P MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE MARKS, THE INDEX OR ANY DATA INCLUDED THEREIN WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT WHATSOEVER SHALL S&P, ITS AFFILIATES OR THEIR THIRD PARTY LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, TRADING LOSSES, LOST TIME OR GOODWILL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE.

~~The name “S&P 500 Index” is a trademark of Standard & Poor’s and has been licensed for use by Midland National.~~

~~MSCI EAFE PRICE RETURN INDEX~~

THE CYCLE INVESTMENT OPTIONS ARE NOT SPONSORED, ENDORSED, SOLD OR PROMOTED BY MSCI INC. (“MSCI”), ANY OF ITS AFFILIATES, ANY OF ITS INFORMATION PROVIDERS OR ANY OTHER THIRD PARTY INVOLVED IN, OR RELATED TO, COMPILING, COMPUTING OR CREATING ANY MSCI INDEX (COLLECTIVELY, THE “MSCI PARTIES”). THE MSCI INDEXES ARE THE EXCLUSIVE PROPERTY OF MSCI. MSCI AND THE MSCI INDEX NAMES ARE SERVICE MARK(S) OF MSCI OR ITS AFFILIATES AND HAVE BEEN LICENSED FOR USE FOR CERTAIN PURPOSES BY MIDLAND NATIONAL. NONE OF THE MSCI PARTIES MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO THE ISSUER OR OWNERS OF THE CYCLE INVESTMENT OPTIONS OR ANY OTHER PERSON OR ENTITY REGARDING THE ADVISABILITY OF INVESTING IN THE CYCLE INVESTMENT OPTIONS GENERALLY OR IN THE CYCLE INVESTMENT OPTIONS PARTICULARLY OR THE ABILITY OF ANY MSCI INDEX TO TRACK CORRESPONDING STOCK MARKET PERFORMANCE. MSCI OR ITS AFFILIATES ARE THE LICENSORS OF CERTAIN TRADEMARKS, SERVICE MARKS AND TRADE NAMES AND OF THE MSCI INDEXES WHICH ARE DETERMINED, COMPOSED AND CALCULATED BY MSCI WITHOUT REGARD TO THE CYCLE INVESTMENT OPTIONS OR THE ISSUER OR OWNERS OF THE CYCLE INVESTMENT OPTIONS OR ANY OTHER PERSON OR ENTITY. NONE OF THE MSCI PARTIES HAS ANYDEALER PROSPECTUS DELIVERY OBLIGATION TO TAKE THE NEEDS OF THE ISSUER OR OWNERS OF THE CYCLE INVESTMENT OPTIONS OR ANY OTHER PERSON OR ENTITY INTO CONSIDERATION IN DETERMINING, COMPOSING OR CALCULATING THE MSCI INDEXES. NONE OF THE MSCI PARTIES IS RESPONSIBLE FOR OR HAS PARTICIPATED IN THE DETERMINATION OF THE TIMING OF, PRICES AT, OR QUANTITIES OF THE CYCLE INVESTMENT OPTIONS TO BE ISSUED OR IN THE DETERMINATION OR CALCULATION OF THE EQUATION BY OR THE CONSIDERATION INTO WHICH THE CYCLE INVESTMENT OPTIONS ARE REDEEMABLE. FURTHER, NONE OF THE MSCI PARTIES HAS ANY OBLIGATION OR LIABILITY TO THE ISSUER OR OWNERS OF THE CYCLE INVESTMENT OPTIONS OR ANY OTHER PERSON OR ENTITY IN CONNECTION WITH THE ADMINISTRATION, MARKETING OR OFFERING OF THE CYCLE INVESTMENT OPTIONS. ALTHOUGH MSCI SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN THE CALCULATION OF THE MSCI INDEXES FROM SOURCES THAT MSCI CONSIDERS RELIABLE, NONE OF THE MSCI PARTIES WARRANTS OR GUARANTEES THE ORIGINALITY, ACCURACY AND/OR THE COMPLETENESS OF ANY MSCI INDEX OR ANY DATA INCLUDED THEREIN. NONE OF THE MSCI PARTIES MAKES ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE ISSUER OF THE CYCLE INVESTMENT OPTIONS, OWNERS OF THE CYCLE INVESTMENT OPTIONS, OR ANY OTHER PERSON OR ENTITY, FROM THE USE OF ANY MSCI INDEX OR ANY DATA INCLUDED THEREIN. NONE OF THE MSCI PARTIES SHALL HAVE ANY LIABILITY FOR ANY ERRORS, OMISSIONS OR INTERRUPTIONS OF OR IN CONNECTION WITH ANY MSCI INDEX OR ANY DATA INCLUDED THEREIN. FURTHER, NONE OF THE MSCI PARTIES MAKES ANY EXPRESS OR IMPLIED WARRANTIES OF

ANY KIND, AND THE MSCI PARTIES HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO EACH MSCI INDEX AND ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL ANY OF THE MSCI PARTIES HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS) EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

~~RUSSELL 2000 PRICE RETURN INDEX~~

The Cycle Investment Options are not sponsored, endorsed, sold or promoted by Frank Russell Company (“Russell”). Russell makes no representation or warranty, express or implied, to the owners of the Cycle Investment Options or any member of the public regarding the advisability of investing in securities generally or in the Cycle Investment Options particularly or the ability of the Russell Index to track general stock market performance or a segment of the same. Russell’s publication of the Russell Index in no way suggests or implies an opinion by Russell as to the advisability of investment in any or all of the securities upon which the Russell Index is based. Russell’s only relationship to Midland National is the licensing of certain trademarks and trade names of Russell and of the Russell Index which is determined, composed and calculated by Russell without regard to Midland National or the Cycle Investment Options. Russell is not responsible for and has not reviewed the Cycle Investment Options nor any associated literature or publications and Russell makes no representation or warranty express or implied as to their accuracy or completeness, or otherwise. Russell reserves the right, at any time and without notice, to alter, amend, terminate or in any way change the Russell Index. Russell has no obligation or liability in connection with the administration, marketing or trading of the Cycle Investment Options.

RUSSELL DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE RUSSELL INDEX OR ANY DATA INCLUDED THEREIN AND RUSSELL SHALL HA VE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. RUSSELL MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY MIDLAND NATIONAL, INVESTORS, OWNERS OF THE CYCLE INVESTMENT OPTIONS, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE RUSSELL INDEX OR ANY DATA INCLUDED THEREIN. RUSSELL MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE RUSSELL INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL RUSSELL HA VE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS, EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

~~NASDAQ-100 MAX 30™ INDEX~~

~~This Index does not include dividends paid by the underlying companies.~~

~~The Cycle Investment Options are not sponsored, endorsed, sold or promoted by Nasdaq, Inc. its affiliates, or Salt Financial LLC (together referred to as the “Corporations~~”). The Corporations have not passed on the legality or suitability of, or the accuracy or adequacy of descriptions and disclosures relating to, the Cycle Investment Options. The Corporations make no representation or warranty, express or implied to the owners of the Cycle Investment Options or any member of the public regarding the advisability of investing in securities generally or in the Cycle Investment Options particularly, or the ability of the Nasdaq-100 Max 30™ Index (the “~~Index”) to track general stock market performance. The Corporations' only relationship to Midland National® Life Insurance Company (“Licensee~~”) is in the licensing of the Index and certain trade names of the Corporations and the use of the Index which is determined, composed and calculated by Nasdaq without regard to Licensee or the Cycle Investment Options. Nasdaq has no obligation to take the needs of the Licensee or the owners of the Cycle Investment Options into consideration in determining, composing or calculating the Index. The Corporations are not responsible for and have not participated in the determination of the timing of, prices at, or quantities of the Cycle Investment Options to be issued or in the determination or calculation of the equation by which the Cycle Investment Options are to be converted into cash. The Corporations have no liability in connection with the administration, marketing or trading of the Cycle Investment Options.

The Corporations do not guarantee the accuracy and/or uninterrupted calculation of the Index or any data included therein. The Corporations make no warranty, express or implied, as to results to be obtained by Licensee, owners of the Cycle Investment Options, or any other person or entity from the use of the Index or any data included therein. The Corporations make no express or implied warranties, and expressly disclaim all warranties of merchantability or fitness for a particular purpose or use with respect to the Index or any data included therein. Without limiting any of the foregoing, in no event shall the Corporations have any liability for any lost profits or special, incidental, punitive, indirect, or consequential damages, even if notified of the possibility of such damages.

~~Additional Information about the Nasdaq-100 Max 30~~TM ~~Index~~

~~The Nasdaq-100 Max 30™ Index (the “Index”) is administered by Nasdaq, Inc. (the “Index Administrator”). The description of the Index contained in~~ this Prospectus is based on rules formulated by the Index Administrator. The Index is the intellectual property of the Index Administrator, which reserves all rights with respect to its ownership of the Index, and has been licensed for use by Midland National Life Insurance Company in connection with the Contract. Index values are available through Nasdaq Global Index Watch (GIW) website at https://indexes.nasdaq.com/ under the symbol “NDXMAX30..”” symbol “NDXMAX30 Index.” As of the date of this Prospectus, the Index is expect~~ed to launch in 2024, and has no history of actual performance.~~

The Index tracks the performance of a rules-based investment methodology that, on each index trading day, selects a hypothetical weighting to its underlying asset to track for that index trading day. The underlying asset is the Nasdaq-100 Futures Excess Return™ Index.

The investment methodology tracked by the Index combines a volatility mean-reversion based methodology with a volatility targeting feature. Accordingly, on each index trading day, the Index’s allocation to the underlying asset is rebalanced. For each index trading day, the underlying asset allocation is determined by first determining a scalar based upon whether 20-day volatility of the underlying asset exceeds 40-day volatility of the underlying asset. This scalar equals 1.3 when shorter term volatility exceeds longer term, otherwise it equals 1.

Next, the Index targets a volatility level equal to 30%. The volatility estimate used to compute this exposure is based upon the truVol+ QQQ Variance developed by Salt Financial, which uses intraday data with the potential for same-day updates. Next, as described more fully below, the Index computes a target weight based upon a variance adjustment factor, a scalar and the aforementioned volatility target. A final exposure is computed limiting the weight to 300% and subjecting it to a maximum daily change of 15%. Finally, the Index is comprised of units which are determined by the prior day’s final exposure. The Index includes the deduction of 1% per annum on a daily basis.

~~The following table lists the underlying asset, its ticker symbol, its maximum weight and maximum change.~~

Underlying Asset Asset Maximum Change Asset Maximum Weight
Nasdaq-100 Futures Excess ReturnTM Index (NDXNQERTM)
15% 300%

~~Daily Index Rebalancing~~

~~On each index trading day, the Index is rebalanced as follows:~~

•First, the Index calculates, for each of two look-back periods (the prior twenty days and forty days), the realized volatility of the underlying asset. The Index then determines a scalar which is 1.3 if the shorter volatility exceeds the longer, otherwise 1.

•~~Second, the Index calculates the minimum of 300% and the ratio of 30% to an annualized volatility calculation of the variance of the truVol+ QQQ Variance, as provided by Salt Financial.~~

•Third, because the actual realized volatility of the Index may differ from the targeted volatility, the Index implements a variance adjustment factor in an attempt to more closely align the actual realized variance of the Index to the targeted variance. The variance adjustment factor is based upon the minimum of 300% and a ratio of 30% squared divided by an exponentially weighted moving average variance of the Index.

•Fourth, the Index calculates a target weight as the product of the aforementioned scalar, volatility ratio and variance adjustment factor. This measure is then subject to a minimum of 300% and a maximum daily change of 15%.

•Finally, a quantity of units of the underlying asset is computed from the prior weighting. The daily Index performance is based upon the product of the change in the underlying asset and the prior day’s number of units less a daily deduction of 1% per annum times the prior day’s Index level.

~~Underlying Index~~

~~The table below contains the underlying index’s futures contracts and futures exposure.~~

~~Underlying Index / Ticker~~

~~Futures Contracts~~

~~Futures Exposure~~

~~Nasdaq-100 Futures Excess ReturnTM Index (NDXNQER)~~

~~E-mini Nasdaq-100 Index® futures contracts~~

~~Large-cap non-financial US and foreign companies traded on the Nasdaq Stock Market~~

~~The underlying index is administered by the Index Administrator.~~

~~Selected Index Risk Considerations~~

•There can be no assurance that the Index will achieve positive returns and the level of the Index may decline significantly over any given period. A fundamental assumption underlying the Index’s methodology is that increases in short-term volatility relative to medium-term volatility are indicative of market opportunity. However, there can be no assurance that the historical performance that led to the selection of the hypothetical portfolio for a given day will be indicative of that portfolio’s future performance over that day. Accordingly, no assurance can be given that the Index will be successful or that the Index will outperform any alternative strategy that might be employed in respect of the underlying asset.

•The performance of the Index is “excess return”, which means that any unallocated exposure will not earn an interest rate. An excess return index may underperform an index which includes an interest accrual.

•The Index includes a daily deduction of 1% per annum which will exert a drag on Index performance, offsetting any positive performance of the hypothetical portfolio of the underlying asset for each day and exacerbating any negative performance, and may cause the level of the Index to decline even if the hypothetical portfolio of the underlying asset appreciates.

•The Index utilizes the truVol+ QQQ Variance from Salt Financial which may be an accurate measurement of the variance of the underlying asset. This could lead to exposure to the underlying assets greater than or less than would have been determined by an alternative measure.

•The lengths of the volatility look-back periods may not accurately capture the volatility trend of the underlying asset. For example, a look-back period may be too long, allowing the volatility earlier in the look-back period to mask more recent trends in the eligible underlying assets. Alternatively, a look-back period may be too short, failing to capture long-term trends in the volatility of the underlying asset.

•When the Index has leveraged exposure to the underlying index, any movements in levels of the underlying index may result in greater changes in the level of the Index than if leverage was not used. In particular, the use of leverage will magnify any negative performance of the underlying indices. For example, if the Index has 150% leveraged notional exposure to the underlying indices on any index trading day, a 2.00% decrease in the level of the underlying index on such index trading day would result in the level of the Index being reduced by 3.00%, plus the daily index deduction from the level of the Index described above.

•The Index allocates to a single underlying asset and as such the Index will be subject to the risks affecting that underlying asset on a concentrated basis. The Index will not realize any benefits from diversification.

•The Index applies limits to the weight that may be assigned to the underlying asset. These limits are fixed and may skew the allocations of the underlying asset in a way that reduces the potential performance of the Index.

•~~In addition, the Index is subject to additional risks, including, but not limited to the following:~~

◦~~The underlying asset of the Index is a futures-based index, and its performance may underperform the underlying asset tracked by the relevant futures contract.~~

◦~~The Index does not yet have any actual performance history and may perform in unanticipated ways.~~

◦Market disruption events could affect the level of the Index on any date and the policies of the Index Administrator, and changes that affect the Index or the underlying asset index, could adversely affect any investment linked to the Index.

◦The underlying index is futures-based, and futures markets are subject to a variety of different risks, including, but not limited to: (i) suspension or disruptions of market trading in futures contracts included in an underlying index may adversely affect the level of the Index; (ii) linking to a futures contract is different from linking to the applicable reference equity index (iii) negative roll yields will adversely affect the level of an underlying index over time and therefore the level of the Index.

The Index is described as tracking hypothetical portfolios of underlying assets because there is no actual portfolio of assets to which any investor in the Contracts is entitled or in which any investor has any ownership interest.

~~GOLDMAN SACHS DYNATREND INDEX~~

The Cycle Investment Options are not sponsored, endorsed, sold, guaranteed, underwritten, distributed or promoted by Goldman Sachs & Co. or any of its affiliates (including Goldman Sachs Asset Management, L.P.) (individually and collectively, “Goldman Sachs”) or its third party data providers. Goldman Sachs and its third party data providers make no representation or warranty, express or implied, regarding the advisability of investing in annuities generally or in registered index-linked annuities or the investment strategy underlying such Cycle Investment Options particularly, the ability of the Goldman Sachs DynaTrend Index (the “Index”) to perform as intended, the merit (if any) of obtaining exposure to the Index or the suitability of purchasing or holding interests in the Cycle Investment Options. The publication of the Index and the referencing of any asset or other factor of any kind in the Index do not constitute any form of investment recommendation or advice in respect of any such asset or other factor by Goldman Sachs and no person should rely upon it as such. Goldman Sachs does not act as an investment adviser or investment manager in respect of the Index or the Cycle Investment Options and does not accept any fiduciary duties in relation to the Index or any product. Goldman Sachs and its third party data providers do not have any obligation to take the needs of the holders of Cycle Investment Options into consideration in determining, composing or calculating the Index. GOLDMAN SACHS DOES NOT GUARANTEE THE ACCURACY AND/OR COMPLETENESS OF THE INDEX OR OF THE METHODOLOGY UNDERLYING THE INDEX, THE CALCULATION OF THE INDEX OR ANY DATA SUPPLIED BY IT FOR USE IN CONNECTION WITH THE CYCLE INVESTMENT OPTIONS. GOLDMAN SACHS HEREBY EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN OR IN THE CALCULATION THEREOF. GOLDMAN SACHS EXPRESSLY DISCLAIMS ALL LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGE EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

“Bloomberg®”, “Bloomberg Gold Subindex Total Return” and “Bloomberg Energy Subindex Total Return” are service marks of Bloomberg Finance L.P. and its affiliates, including Bloomberg Index Services Limited (“BISL”), the administrator of the indices (collectively, “Bloomberg”) and have been licensed for use for certain purposes by Goldman Sachs. Bloomberg is not affiliated with Goldman Sachs, and Bloomberg does not approve, endorse, review, or recommend investing in any products linked to the Goldman Sachs DynaTrend Index (the “Index”). Bloomberg does not guarantee the timeliness, accurateness, or completeness of any data or information relating to the Index.

The US Equity Futures Rolling Strategy Index; Emerging Markets Equity Futures Rolling Strategy Index; Japanese Equity Futures Rolling Strategy Index; US Government Bond Futures Rolling Strategy Index; European Government Bond Futures Rolling Strategy Index; Japanese Government Bond Futures Rolling Strategy Index (the "Rolling Future Indices”) are the exclusive property of Goldman Sachs International, which has contracted with S&P Opco, LLC (a subsidiary of S&P Dow Jones Indices LLC) ("S&P Dow Jones Indices”) to calculate and maintain the Rolling Future Indices. S&P® is a registered trademark of Standard & Poor's Financial Services LLC ("SPFS”); Dow Jones® is a registered trademark of Dow Jones Trademark Holdings LLC ("Dow Jones”); and, these trademarks have been licensed to S&P Dow Jones Indices. Neither S&P Dow Jones Indices, SPFS, Dow Jones nor any of their affiliates sponsor and promote the Rolling Future Indices and none shall be liable for any errors or omissions in calculating the Index.

The European Equity Futures Rolling Strategy Index (“FRSIEUE”) is a customized index and GSI has contracted with STOXX Limited, Zurich, Switzerland (“STOXX”) to maintain and calculate the FRSIEUE. STOXX and its licensor Dow Jones & Company, Inc. a Delaware corporation, New York, USA, do not have any legal obligations toward the purchasers of any product linked to the Index and cannot be held liable for any losses or damages which relate to investments in such product. Purchasers of the product are made aware and accept that index calculations are based on large quantities of data provided by third parties and are thus susceptible to errors and delays. This may result in errors and delays in the FRSIEUE which may have an impact on the Index.

MSCI AND NASDAQ HAVE NO CONNECTION, AFFILIATION, OBLIGATION, OR LIABILITY IN, TO, OR WITH GOLDMAN SACHS OR THE GOLDMAN SACHS INDEX AND DOES NOT SPONSOR, ENDORSE, RECOMMEND OR PROMOTE ANY GOLDMAN SACHS INDEX.

~~Additional Information about the Goldman Sachs DynaTrend Index~~

This is a summary description of the Index. More detailed information about the Index can be found in the rules of the Index (the “Rules”), which are available on the Index Calculation Agent’s website. The Index is subject to important risks. See “Risks Associated with the Indices” and the Rules for a discussion of the risks affecting the Index. The Rules, and not the summary description in this ~~Prospectus, govern the calculation and constitution of the Index and other decisions and actions relating to its maintenance.~~

~~The Goldman Sachs DynaTrend Index (the “Index”) is maintained by Goldman, Sachs & Co. LLC (the “Index Sponsor”). The des~~cription of the Index contained in this Prospectus is based on rules formulated by the Index Sponsor. The Index is the intellectual property of the Index Sponsor, which reserves all rights with respect to its ownership of the Index, and has been licensed for use by Midland National Life Insurance Company in connection with the Contract. The Index is calculated by Solactive AG (the “~~Index Calculation Agent”) and is reported by Bloomberg L.P. under the ticker symbol “DYNATRND.” As of the date of this Prospectus, the Index is expected to launch in 2024, and has no history of actual performance.~~

The Index tracks the performance of a rules-based investment methodology that, on each index trading day, selects a hypothetical portfolio of underlying assets to track for that index trading day. The underlying assets in each day’s hypothetical portfolio are selected from a universe of 11 eligible underlying assets consisting of 10 futures-based indices (each, an “~~underlying index”) and a money market position that accrues interest at a rate equal to the federal funds rate (the “money market position” and, together with the underlying indices, the “eligible underlying assets~~”). The 11 eligible underlying assets represent the following asset classes: (i) U.S. equities; (ii) other developed market equities; (iii) developed market fixed income; (iv) emerging market equities; (v) commodities; and (vi) cash equivalent.

The investment methodology tracked by the Index combines a momentum-based, or trend-following, asset allocation methodology with a volatility targeting feature. Accordingly, on each index trading day, the Index’s allocation to the eligible underlying assets is rebalanced. For each index trading day, the eligible underlying asset allocation is determined by first selecting, for each of three look-back periods (the prior nine months, six months and three months), the combination of eligible underlying assets and weights (the “portfolio”) that would have had the highest returns over such look-back period with an annualized volatility over such look-back period equal to the variable volatility target level (as described below) for that look-back period, subject to minimum and maximum weights for each eligible underlying asset and each asset class. Then, the weights for each eligible underlying asset in each of the three look-back periods for an index trading day are averaged to arrive at a target weight for each eligible underlying asset. Those target weights are then further averaged across 10 index trading days to result in a final weight for each eligible underlying asset in that index trading day’s hypothetical portfolio.

~~The variable volatility target level for each look-back period is based on the volatility of the US Equity Futures Rolling Strategy Index (the “US Equity Component~~”), and a volatility adjustment factor, as described below. Therefore, the Index targets a volatility level equal to approximately the volatility of the large capitalization segment of the U.S. equity market. As described more fully below, while the Index’s total notional exposure to the eligible underlying assets will always be equal to 100%, the Index may have leveraged notional exposure of up to 150% to the underlying indices (and, if so, will have negative exposure to the money market position such that the total weight to the portfolio will be 100%).

As a result of the constraints applied in its methodology, on any index trading day, the Index may include as few as one eligible underlying asset and may never include some of the underlying indices or asset classes.

~~See “Daily Index Rebalancing” and “Variable Volatility Target Level” below for more information on the daily rebalancing of the Index and the volatility targeting feature.~~

~~The following table lists each eligible underlying asset, its ticker symbol, its asset class and the maximum and minimum weights applicable to each eligible underlying asset and asset class.~~

Asset Class Asset Class Minimum Weight Asset Class Maximum Weight Eligible Underlying Asset / Ticker Eligible Underlying Asset Minimum Weight Eligible Underlying Asset Maximum Weight
US Equities 50% 150% US Equity Futures Rolling Strategy Index (FRSIUSE) 0%* 100%
US Technology Equity Futures Rolling Strategy Series Q Total Return Index (GSISNQET) 0%* 100%
Other Developed
Market Equities 0% 100% European Equity Futures Rolling Strategy Index (FRSIEUE) 0% 50%
Japanese Equity Futures Rolling Strategy Index (FRSIJPE) 0% 50%
Developed Market
Fixed Income 0% 100% US Government Bond Futures Rolling Strategy Index (FRSIUSB) 0% 50%
European Government Bond Futures Rolling Strategy Index (FRSIEUB) 0% 50%
Japanese Government Bond Futures Rolling Strategy Index (FRSIJPB) 0% 50%
Emerging Market Equities 0% 25% Emerging Markets Equity Futures Rolling Strategy Index (FRSIEME) 0% 25%
Commodities 0% 50% Bloomberg Gold Subindex Total Return (BCOMGCTR) 0% 25%
Bloomberg Energy Subindex Total Return (BCOMENTR) 0% 25%
Cash Equivalent -50% 100% Money Market Position -50%** 100%
* Although the weight of each underlying index in the US Equities asset class may be as low as 0%, their minimum combined weight must equal at least 50%.
** A negative weight to the money market position means that the Index will have notional short exposure to the money market position. See “Daily Index Rebalancing” below.

The performance of the Index is calculated on an “excess return” basis, which means that the performance of the Index will reflect the performance of each day’s hypothetical portfolio of eligible underlying assets ~~minus~~ ~~a notional interest rate equal to the federal funds rate.~~ The excess return deduction will exert a drag on Index performance, offsetting any positive performance of the hypothetical portfolio of eligible underlying assets for each day and exacerbating any negative performance, and may cause the level of the Index to decline even if the hypothetical portfolio of eligible underlying assets appreciates.

~~Daily Index Rebalancing~~

~~On each index trading day, the Index is rebalanced as follows:~~

•First, the Index identifies, for each of three look-back periods (the prior nine months, six months and three months), the portfolio of eligible underlying assets that would have had the highest return over that look-back period with an annualized volatility over that look-back period equal to the variable volatility target level for that look-back period, subject to minimum and maximum weights for each eligible underlying asset and each asset class. This results in three hypothetical portfolios of eligible underlying assets (one for each look-back period) for each index trading day. The look-back periods are measured from (and excluding) the day which falls respectively nine (9), six (6) or three (3) calendar months before the third index trading day prior to the given index trading day (or, if any such date is not an index trading day, the index trading day immediately preceding such day) to (and including) the third index trading day prior to the given index trading day.

•~~Second, a target weight is calculated for each eligible underlying asset, which equals the average of the weights of such eligible underlying asset in the three hypothetical portfolios.~~

•Finally, the target weights for each eligible underlying asset calculated in the above bullet are averaged over a weight averaging period relating to such index trading day to arrive at the final weight of each eligible underlying asset in that index trading day’s hypothetical portfolio. The weight averaging period for an index trading day will be the period from (but excluding) the tenth index trading day on which no index market disruption event occurs or is continuing with respect to any eligible underlying asset prior to such index trading day to (and including) such index trading day.

The Index’s total notional exposure to the eligible underlying assets will always be equal to 100%. However, the Index’s methodology to select the portfolio with the highest historical returns subject to the weighting and volatility constraints, allows the Index to have a notional exposure of up to 150% to the underlying indices. On any index trading day, if the Index has notional exposure to the underlying indices greater than 100%, the weight allocated to the money market position on that index trading day will be negative such that the total weight to all eligible underlying assets will equal 100%. A negative weight allocated to the money market position means that the Index will have notional short exposure to the money market position. The variable volatility target level for each look-

back period is based on the volatility of the US Equity Component, which has experienced relatively high levels of volatility in the past — meaning that the levels of the US Equity Component have changed substantially in relatively short periods — and may continue to experience levels of high volatility in the future. If the US Equity Component is experiencing relatively high volatility, the Index is expected to allocate a negative weighting to the money market position in order to select a portfolio of eligible underlying assets that meets the variable volatility target level. Therefore, the Index is expected to often allocate negative weight to the money market position and that negative allocation is expected to often be -50% (the lowest possible allocation to the money market position). When the Index allocates a negative weight (i.e., notional short exposure) to the money market position, such allocation will result in a negative accrual at the federal funds rate, which will result in a deduction on the level of the Index. Moreover, even when the Index allocates positive weight (i.e., notional long exposure) to the money market position, while such allocation will result in a positive accrual at the federal funds rate, such position will result in no return on the Index given such positive accrual is at the same rate as the excess return deduction and, thus, will be completely offset by the excess return deduction.

If on an index trading day, for any look-back period, no combination of target weights complies with the pre-defined weighting and volatility constraints, then the weight of the US Equity Component will be 100% and the weight of each other eligible underlying asset will be 0%.

~~Variable Volatility Target Level~~

In choosing the weights for the eligible underlying assets for each index trading day, the variable volatility target level determines the overall level of volatility that will be reflected by the eligible underlying assets – meaning that on each index trading day, when determining the portfolio of eligible underlying assets for each look-back period, the Index will select the weights of each eligible underlying asset that would have provided the highest returns over such look back period with an annualized volatility level equal to the variable volatility target level calculated for that look-back period. Volatility is a measurement of the average size of daily fluctuations in the price or value of an asset or portfolio of assets observed over a specified period. The variable volatility target level results in a targeted volatility level for the Index equal to approximately the volatility of the large capitalization segment of the U.S. equity market.

More specifically, on each index trading day, a variable volatility target level will be calculated for each of the three look-back periods and will be equal to the volatility of the US Equity Component calculated for that look-back period multiplied by a volatility adjustment factor for that look-back period. Because the actual realized volatility of the Index will differ from the targeted volatility, the Index implements a volatility adjustment factor in an attempt to more closely align the actual realized volatility of the Index to the targeted volatility. The volatility adjustment factor for each look-back period will increase or decrease the variable volatility target level for such look-back period depending on the difference between the volatility of the US Equity Component over such look-back period and the volatility of the Index over such look-back period. If the volatility of the Index for a look-back period is less than the volatility of the US Equity Component for that look-back period, the volatility adjustment factor will scale up the variable volatility target level for that look-back period, and if the volatility of the Index is greater than the volatility of the US Equity Component, the volatility adjustment factor will scale down the variable volatility target level for that look-back period. The volatility of the US Equity Component and the volatility of the Index for purposes of calculating the variable volatility target level are each calculated by the Index Calculation Agent for each look-back period based on the annualized daily returns of the applicable index over that look-back period.

~~Underlying Indices~~

~~The table below contains, for each underlying index, its futures contracts and futures exposure.~~

~~Underlying Index / Ticker~~

~~Futures Contracts~~

~~Futures Exposure~~

~~US Equity Futures Rolling Strategy Index (FRSIUSE)~~

~~E-mini S&P 500® Index futures contracts~~

~~U.S. Large cap companies~~

~~US Technology Equity Futures Rolling Strategy Series Q Total Return Index (GSISNQET)~~

~~E-mini Nasdaq-100 Index® futures contracts~~

~~Large-cap non-financial U.S. and foreign companies traded on the Nasdaq Stock Market~~

~~European Equity Futures Rolling Strategy Index (FRSIEUE)~~

~~EURO STOXX 50® Index futures contracts~~

~~50 European blue-chip companies~~

~~Japanese Equity Futures Rolling Strategy Index (FRSIJPE)~~

~~TOPIX® Index futures contracts~~

~~Domestic common stocks listed on the Tokyo Stock Exchange covering an extensive portion of the Japanese stock market~~

~~US Government Bond Futures Rolling Strategy Index (FRSIUSB)~~

~~Futures contracts on 10-Year U.S. Treasury Notes~~

~~U.S. Government Debt~~

~~European Government Bond Futures Rolling Strategy Index (FRSIEUB)~~

~~Futures contracts on federal bonds of the Federal Republic of Germany~~

~~German Government Debt (bonds which have a remaining term at the time of expiration of 8.5 to 10.5 years and a coupon of 6%)~~

~~Japanese Government Bond Futures Rolling Strategy Index (FRSIJPB)~~

~~Futures contracts on 10-Year Japanese Government Bond~~

~~Japanese Government Debt~~

~~Emerging Markets Equity Futures Rolling Strategy Index (FRSIEME)~~

~~E-mini MSCI Emerging Markets Index Futures contracts~~

~~Large and mid-cap companies in certain global emerging markets~~

~~Bloomberg Gold Subindex Total Return (BCOMGCTR)~~

~~Futures contracts on gold included in the Bloomberg Gold Subindex Total Return~~

~~Gold~~

~~Bloomberg Energy Subindex Total Return (BCOMENTR)~~

~~Futures contracts on energy included in the Bloomberg Energy Subindex Total Return~~

~~Energy commodities (WTI crude Oil, Brent crude oil, natural gas, gasoline, and heating oil)~~

With the exception of the Bloomberg Gold Subindex Total Return (BCOMGCTR) and the Bloomberg Energy Subindex Total Return (BCOMENTR), each of the underlying indices is sponsored by Goldman Sachs International. The European Equity Futures Rolling Strategy Index (FRSIEUE), the Japanese Equity Futures Rolling Strategy Index (FRSIJPE), the European Government Bond Futures Rolling Strategy Index (FRSIEUB) and the Japanese Government Bond Futures Rolling Strategy Index (FRSIJPB) (the “~~non U.S. components~~”) are comprised of assets that are denominated or trade in non-U.S. dollar currencies, and are converted to U.S. dollars for purposes of calculating the level of the Index. The non U.S. components are also subject to an internal simulated currency hedge, which, through a series of hypothetical currency hedging transactions, seeks to partially mitigate such eligible underlying assets’ exposure to exchange rate fluctuations in such currencies.

~~Selected Index Risk Considerations~~

•There can be no assurance that the Index will achieve positive returns and the level of the Index may decline significantly over any given period. A fundamental assumption underlying the Index’s methodology is that past trends are likely to continue into the future, so that the historical performance of a portfolio of underlying assets may be a good indicator of the future performance of that portfolio. However, there can be no assurance that the historical performance that led to the selection of the hypothetical portfolio for a given day will be indicative of that portfolio’s future performance over that day. Accordingly, no assurance can be given that the Index will be successful or that the Index will outperform any alternative strategy that might be employed in respect of the eligible underlying assets.

•The performance of the Index is calculated on an “excess return” basis, which means that the performance of the Index will reflect the performance of each day’s hypothetical portfolio of eligible underlying assets ~~minus~~ a notional interest rate equal to the federal funds rate. The excess return deduction will exert a drag on Index performance, offsetting any positive performance of the hypothetical portfolio of eligible underlying assets for each day and exacerbating any negative performance, and may cause the level of the Index to decline even if the hypothetical portfolio of eligible underlying assets appreciates.

•The lengths of the look-back periods may not accurately capture the performance trend of the eligible underlying assets. For example, a look-back period may be too long, allowing the performance earlier in the look-back period to mask more recent trends in the eligible underlying assets. Alternatively, a look-back period may be too short, failing to capture long-term trends in the performance of the eligible underlying assets. Furthermore, averaging the eligible underlying asset weights across the three look-back periods, and then further averaging such averaged target weights during the applicable weight averaging period, may obscure the effects of positive price momentum that might be evident by optimizing over a single time period, and may cause the Index to not reflect price momentum and not perform as well as an index that does not average values over different time periods.

•When the Index has leveraged exposure to the underlying indices, any movements in levels of the underlying indices may result in greater changes in the level of the Index than if leverage was not used. In particular, the use of leverage will magnify

any negative performance of the underlying indices. For example, if the Index has 150% leveraged notional exposure to the underlying indices on any index trading day, a 2.00% decrease in the levels of the underlying indices on such index trading day would result in the level of the Index being reduced by 3.00%, plus the excess return deduction from the level of the Index and the negative accrual on the money market position described above.

•Although the Index seeks to maintain a target volatility level equal to the variable volatility target level, there can be no assurance that the Index will achieve its targeted volatility level as historical trends in volatility are not necessarily indicative of future volatility. In addition, there is a time lag associated with the Index’s volatility targeting feature. Because the variable volatility target level is based on the volatility of the U.S. Equity Component measured over each of the three look-back periods, it may be some period of time before recent trends in volatility are sufficiently reflected in the calculation of the variable volatility target level.~~If the actual volatility of the Index differs from the targeted volatility, the Index may be adversely affected.~~

•The variable volatility target level for each look-back period is based on the volatility of the US Equity Component, which has experienced relatively high levels of volatility in the past and may continue to experience levels of high volatility in the future. A high volatility level reflects a greater likelihood that the eligible underlying assets will decline in value.

•The Index is expected to often allocate a negative weighting to the money market position, and such allocation will result in a negative accrual at the federal funds rate, which will result in a deduction on the level of the Index.

•Although the eligible underlying assets cover a number of different asset classes, there is no requirement that the hypothetical portfolio tracked by the Index for any given day be a diversified portfolio. As a result of the constraints applied in its methodology, on any index trading day, the Index may include as few as one eligible underlying asset and may never include some of the underlying indices or asset classes. At any time when the hypothetical portfolio is concentrated in a small number of eligible underlying assets and/or asset classes, the Index will be subject to the risks affecting those eligible underlying assets and/or asset classes on a concentrated basis. Moreover, even when the daily selected portfolio is allocated among a number of different eligible underlying assets and asset classes, those eligible underlying assets and asset classes may prove to be correlated with each other in decline, which means that they may all decline at the same time. In that case, the Index would not realize any benefits from diversification.

•The Index applies limits to the weight that may be assigned to each eligible underlying assets and to each asset class. These limits are fixed and may skew the allocations among the eligible underlying assets in a way that reduces the potential performance of the Index.

•~~In addition, the Index is subject to additional risks, including, but not limited to the following:~~

◦~~Each underlying index is a futures-based index, and the performance of each underlying index may underperform the underlying asset tracked by the relevant futures contract.~~

◦~~The lower performance of one eligible underlying asset may offset an increase in the other eligible underlying assets.~~

◦~~The Index does not yet have any actual performance history and may perform in unanticipated ways.~~

◦~~Certain eligible underlying assets are subject to an internal currency hedge, which may not be effective.~~

◦Market disruption events could affect the level of the Index on any date and the policies of the Index Sponsor and Index Calculation Agent, and changes that affect the Index or the underlying indices, could adversely affect any investment linked to the Index.

◦The underlying indices are futures-based indices, and futures markets are subject to a variety of different risks, including, but not limited to: (i) suspension or disruptions of market trading in futures contracts included in an underlying index may adversely affect the level of the Index; (ii) linking to a futures contract is different from linking to the applicable reference equity index or the spot price of the applicable physical commodity and (iii) negative roll yields will adversely affect the level of an underlying index over time and therefore the level of the Index.

~~Index Sponsor, Index Calculation Agent and Index Committee Determinations; Adjustments to the Index~~

The index committee (which is comprised of employees of The Goldman Sachs Group, Inc. or one or more of its affiliates) may exercise discretion in the case of any changes to the eligible underlying assets, and may make changes to the index methodology from time to time if it determines, in its sole discretion, that such changes are necessary or desirable in light of the goals of the index or to cure or correct any ambiguity, contradiction or defect, in the description or operation of the index. Upon the occurrence of certain disruption events affecting the eligible underlying assets, the index committee and/or the index calculation agent may exercise limited discretion in determining the values of the eligible underlying assets and the level of the Index. The Index Sponsor may decide to permanently cancel and discontinue calculating and publishing the Index at any time.

~~APPENDIX E – FAIR VALUE FORMULAS~~

~~We compute the Cycle Investment Unit Value using the Fair Value.~~

~~For Cycle Investments with a Cap Rate Crediting Type.~~

~~For Cycle Investments that have a Cycle Start Date prior to November 13, 2023:~~

The Cycle Business Day’s Cycle Investment Unit Value will equal the Fair Value per Cycle Values outstanding (see A Below) subject to the maximum Cycle Investment Unit Value Cap, which is adjusted for the Proportional Cap Rate (see B below).

~~A. Cycle Business Day Fair Value per Cycle Units outstanding~~

~~The Cycle Business Day Fair Value per Cycle Units outstanding equals the Cycle’s Fair Value divided by the total number of Cycle Investment Units outstanding, each as of that day.~~

~~B. Cycle Business Day maximum Cycle Investment Unit Value, which is adjusted for the Proportional Cap Rate~~

If the Cycle Business Day Fair Value per Cycle Units outstanding is greater than the Initial Cycle Investment Unit Value (i.e., $10.00), we determine the Cycle Business Day maximum Cycle Investment Unit Value, which is adjusted for the Proportional Cap Rate. The Cycle Business Day maximum Cycle Investment Unit Value, which is adjusted for the Proportional Cap Rate equals: (i) the Initial Cycle Investment Unit Value multiplied by (ii) one plus the Proportional Cap Rate. The Proportional Cap Rate is equal to the (i) the Cap Rate multiplied by (ii) the number of days lapsed during the Cycle Term divided by the number of days in the Cycle Term.

~~For Cycle Investments that have a Cycle Start Date on or after November 13, 2023:~~

~~The Cycle Business Day’s Cycle Investment Unit Value will equal the Fair Value per Cycle Values outstanding.~~

~~The Cycle Business Day Fair Value per Cycle Units outstanding equals the Cycle’s Fair Value divided by the total number of Cycle Investment Units outstanding, each as of that day.~~

The Floor Rate and the Buffer Rate do not apply during the Cycle Term prior to the Cycle End Date. Thus, there is no protection against any decrease in value of the Cycle Investment for withdrawals during the Cycle Term prior to the Cycle End Date.

On the Cycle End Date. For each Cycle Investment, we determine the Cycle Investment Unit Value on its Cycle End Date based on the change in the Index Value (see A below), the Cap Rate, and the Floor Rate or the Buffer Rate, as applicable. As of the Cycle End Date, we compute the Cycle End Date Initial Unit Value (see B below). The Cycle End Date Unit Value will equal the Cycle End Date Initial Unit Value subject to the Cycle End Date Unit Value Cap (see C below) and the Cycle End Date Unit Value Floor for Cycles Investments with Floor Rates (see D below) and the Cycle End Date Unit Value Cap (see C below) and the Buffer Rate (see E below) for Cycle Investments with Buffer Rates (see E below),

~~A. Change in the Index Value~~

~~The change in Index Value equals:~~

~~1) The last reported value of the Index on the Cycle End Date, minus the last reported value of the Index on the Cycle Start Date, divided by~~

~~2) The last reported value of the Index on the Cycle Start Date.~~

~~B. Cycle End Date Initial Unit Value~~

~~The Cycle End Date’s initial Unit Value equals:~~

~~1) The initial Unit Value multiplied by~~

~~2) One plus the Change in Index Value, computed as set forth in A above.~~

~~C. Cycle End Date Unit Value Cap~~

~~The Cycle End Date’s Unit Value Cap equals the Initial Cycle Investment Unit Value multiplied by one plus the Cap Rate.~~

~~D. Cycle End Date Unit Value Floor~~

~~The Cycle End Date Unit Value Floor equals the Initial Cycle Investment Unit Value multiplied by one plus the Floor Rate (which is a negative number).~~

~~E. Cycle End Date Unit Value Buffer~~

The Cycle End Date Unit Value Buffer equals any negative change in the Index Value offset by the Buffer Rate. If there is negative change of less than the Buffer Rate, then impact is 0% to Unit Value. If there is negative change greater than the Buffer Rate, then the Cycle End Date Unit Value Buffer is the Initial Cycle Investment Unit Value multiplied by one plus the difference between the change and the Buffer Rate (which is a negative number).

~~For Cycle Investments with a Participation Rate Crediting Type.~~ ~~The Cycle Business Day’s Cycle Investment Unit Value will equal the Fair Value per Cycle Values outstanding:~~

~~Cycle Business Day Fair Value per Cycle Units outstanding~~

~~The Cycle Business Day Fair Value per Cycle Units outstanding equals the Cycle’s Fair Value divided by the total number of Cycle Investment Units outstanding, each as of that day.~~

On the Cycle End Date. For each Cycle Investment, we determine the Cycle Investment Unit Value on its Cycle End Date based on the change in the Index Value (see A below), the Participation Rate, and the Floor Rate or the Buffer Rate, as applicable. The Cycle End Date Unit Value will be determined with reference to the Participation Rate (see B below) if there is Index gain. The Cycle End Date Unit Value will equal the Initial Unit Value subject to the Cycle End Date Unit Value Buffer (see C below),

A.~~Change in the Index Value~~

~~The change in Index Value equals:~~

1.~~The last reported value of the Index on the Cycle End Date, minus the last reported value of the Index on the Cycle Start Date, divided by~~

2.~~The last reported value of the Index on the Cycle Start Date.~~

B.~~Maturity unit value – Index gain~~

~~If the Change in Index Value, computed as set forth in A above, is greater than or equal to 0, the Cycle End Date’s Unit Value equals:~~

1.~~The initial Unit Value multiplied by~~

2.~~One plus~~

3.~~The Change in Index Value, computed as set forth in A above, multiplied by the Participation Rate.~~

C.~~Cycle End Date Unit Value Buffer~~

The Cycle End Date Unit Value Buffer equals any negative change in the Index Value offset by the Buffer Rate. If there is negative change of less than the Buffer Rate, then impact is 0% to Unit Value. If the Index performance is between 0% and the Buffer Rate, then impact is 0% to Unit Value. If the Index performance is less than the Buffer Rate, then the Cycle End Date Unit Value Buffer is the Initial Cycle Investment Unit Value multiplied by one plus the difference between the change and the Buffer Rate (which is a negative number).

~~Reporting.~~ For each Cycle Investment in which you invest, we will make electronically available to you on each Cycle Business Day (i) the number of Cycle Investment Units credited to your Cycle Investment(s) and (ii) the Cycle Investment Unit Value on the Business Day preceding the Cycle Business Day.

~~At least once each year, we will send you a report containing information required by applicable state law and the following:~~

~~1) The beginning date and end date for the reporting period;~~

~~2) For each Cycle Investment in which you invested during the reporting period;~~

a) The Start Date, Cycle Term, Floor Rate or Buffer Rate, Crediting Type (ie. Cap Rate or Participation Rate), and the value of the Index on the Start Date, and if there was a Cycle End Date, the value of the Index on the Cycle End Date;

~~b) The number of Cycle Investment Units credited to the Contract (i) at the beginning of the reporting period, and (ii) on the Cycle Business Day immediately prior to the date of the report;~~

~~c) The number of Cycle Investment Units redeemed and the Cycle Investment Unit Value in connection with each withdrawal made during the current reporting period;~~

~~d) The Cycle Investment Unit Value (i) at the beginning of the reporting period, and (ii) on the Cycle Business Day immediately prior to the date of the report;~~

~~3) The Index price for each Cycle Investment on the Start Date and, at the end of the current report period.~~

We have contracted with S&P Global Market Intelligence, an independent analytics firm, to be the Fair Value Calculation Agent to compute the Fair Value of a Cycle Investment Unit each Business Day during a Cycle Term. The Fair Value reflects the current value of financial instruments that would provide a return equal to the change in Index Value at the end of the Cycle Term subject to the Cap Rate/Participation Rate and subject to the Floor Rate/Buffer Rate. The Fair Value is based on a variety of factors considered by the Fair Value Calculation Agent, which include the change in the Index Value from the Cycle Start Date, volatility of the Index, changes in prevailing interest rates, ~~dividend yield on the index, changes in index level,~~ ~~and the time remaining until the Cycle End Date. Each of these factors is included in the applicable formulas for the Cycle Investment set forth below. The Fair Value is determined using~~

~~these formulas which are based on the economic value of hypothetical investments at the time of the valuation designed to match the Cycle Investment Value at the Cycle End Date.~~

The value of each of these financial instruments is determined by the Fair Value Calculation Agent using standard financial industry calculations. The call and put options are all valued using the Black-Scholes option valuation formula. The value of the zero-coupon bond is determined by a present value of the maturity value at an applicable interest rate. ~~For the derivatives valuation the we use a proxy risk-free interest rate (currently SOFR Rates~~). ~~For Cycle Investments that have a Cycle Start Date before November 13, 2023 the bond discount rate is a~~ ~~proxy for the risk-free interest rate (currently SOFR rates).~~ ~~For Cycle Investments that have a Cycle Start Date on or after November 13, 2023 the bond discount rate is a proxy for the appropriate credit rate (currently SOFR plus a spread~~).

~~Calculation of Fair Value for Cycle Investments with a Floor Rate and a Cap Rate:~~

The Fair Value Calculation Agent uses five hypothetical financial instruments to determine the Fair Value of a Cycle Investment during the Cycle Term. These hypothetical financial instruments are constructed to produce a return equal to the proceeds payable on a Cycle Investment on its Cycle End Date. These financial instruments are:

~~1) A zero-coupon bond with a maturity date equal to the Cycle End Date, plus;~~

~~2) An at-the-money call option. This is an option to buy a position in the Index on the Cycle End Date at a strike price equal to the price of the Index on the Cycle Start Date, less;~~

~~3) An at-the-money put option. This is an option to sell a position in the Index on the Cycle End Date at a strike price equal to the price of the Index on the Cycle Start Date, less;~~

4) An out-of-the-money call option. This is an option to buy a position in the Index on the Cycle End Date at a strike price equal to the price of the Index on the Cycle Start Date times (1 + Cap Rate), plus;

5) An out-of-the-money put option. This is an option to sell a position in the Index on the Cycle End Date at a strike price equal to the price of the Index on the Cycle Start Date times (1 + Floor Rate (which is a negative number)).

~~The formulas for the above components are:~~

~~1) Zero coupon bond = (Maturity Value) / [(1 + d)^T]~~

~~Whereas; d = the discount interest rate for the term T and T = time until Cycle End Date~~

~~2) Black-Scholes formula for a call option =~~ Ste-yT~~N(d~~1~~) – Ke-rTN(d~~2)~~; where~~

d1 ~~= [ln(S~~t~~/K) +~~ ~~(r—y + σ~~2~~/2)T] / σ~~√T

d2 ~~= d~~1 – σ√T

~~Below are the inputs to calculate the at-the-money call option:~~

St=~~theindexlevel~~at~~thetime~~of~~thevaluation~~

S0 ~~= the starting index level~~

K=~~strike price which~~is~~equal~~toS0(1-~~FloorRate)~~

~~N(x)~~=is~~cumulativeprobabilityfunctionforthestandardnormaldistribution r = risk free rate for term T less the annual dividend yield on the index~~

y=~~dividendyield~~

T=~~timeuntilCycleEndDate~~

~~σ = volatility of an at-the-money call option on the index that reflects the moneyness and term T at the time of the~~ ~~valuation~~

~~3) Black-Scholes formula for a put option =~~ ~~Ke-rTN(-d~~2) – Ste-yT~~N(-d~~1)~~; where~~

d1 ~~= [ln(S~~t~~/K) +~~ ~~(r—y + σ~~2~~/2)T] / σ~~√T

d2 ~~= d~~1 – σ√T

~~Below are the inputs to calculate the at-the-money put option:~~

St=~~theindexlevel~~at~~thetime~~of~~thevaluation~~

S0 ~~= the starting index level~~

K=~~strike price which~~is~~equal~~toS0(1-~~FloorRate)~~

~~N(x)~~=is~~cumulativeprobabilityfunctionforthestandardnormaldistribution r = risk free rate for term T less the annual dividend yield on the index~~

y=~~dividendyield~~

T=~~timeuntilCycleEndDate~~

~~σ = volatility of an at-the-money call option on the index that reflects the moneyness and term T at the time of the~~ ~~valuation~~

~~4) Black-Scholes formula for a call option =~~ Ste-yT~~N(d~~1~~) – Ke-rTN(d~~2)~~; where~~

d1 ~~= [ln(S~~t~~/K) +~~ ~~(r—y + σ~~2~~/2)T] / σ~~√T

d2 ~~= d~~1 – σ√T

~~Below are the inputs to calculate the out-of-the-money call option:~~

St=~~theindexlevel~~at~~thetime~~of~~thevaluation~~

S0 ~~= the starting index level~~

K=~~strike price which~~is~~equal~~toS0(1-~~FloorRate)~~

~~N(x)~~=is~~cumulativeprobabilityfunctionforthestandardnormaldistribution r = risk free rate for term T less the annual dividend yield on the index~~

y=~~dividendyield~~

T=~~timeuntilCycleEndDate~~

~~σ = volatility of an at-the-money call option on the index that reflects the moneyness and term T at the time of the~~ ~~valuation~~

~~5) Black-Scholes formula for a put option =~~ ~~Ke-rTN(-d~~2) – Ste-yT~~N(-d~~1)~~; where~~

d1 ~~= [ln(S~~t~~/K) +~~ ~~(r—y + σ~~2~~/2)T] / σ~~√T

d2 ~~= d~~1 – σ√T

~~Below are the inputs to calculate the out-of-the-money put option:~~

St=~~theindexlevel~~at~~thetime~~of~~thevaluation~~

S0 ~~= the starting index level~~

K=~~strike price which~~is~~equal~~toS0(1-~~FloorRate)~~

~~N(x)~~=is~~cumulativeprobabilityfunctionforthestandardnormaldistribution r = risk free rate for term T less the annual dividend yield on the index~~

y=~~dividendyield~~

T=~~timeuntilCycleEndDate~~

~~σ = volatility of an at-the-money call option on the index that reflects the moneyness and term T at the time of the~~ ~~valuation~~

~~Calculation of Fair Value for Cycle Investments with a Buffer Rate and a Cap Rate:~~

The Fair Value Calculation Agent uses four hypothetical financial instruments to determine the Fair Value of a Cycle Investment during the Cycle Term. These hypothetical financial instruments are constructed to produce a return equal to the proceeds payable on a Cycle Investment on its Cycle End Date. These financial instruments are:

~~1) A zero-coupon bond with a maturity date equal to the Cycle End Date, plus;~~

~~2) An at-the-money call option. This is an option to buy a position in the Index on the Cycle End Date at a strike price equal to the price of the Index on the Cycle Start Date, less;~~

3) An out-of-the-money call option. This is an option to buy a position in the Index on the Cycle End Date at a strike price equal to the price of the Index on the Cycle Start Date times (1 + Cap Rate), less;

4) An out-of-the-money put option. This is an option to sell a position in the Index on the Cycle End Date at a strike price equal to the price of the Index on the Cycle Start Date times (1 + Buffer Rate (which is a negative number)).

~~The formulas for the above components are:~~

~~1) Zero coupon bond = (Maturity Value) / [(1 + d)^T]~~

~~Whereas; d = the discount rate for term T (prevailing risk free rate, currently SOFR rate, for term T) and T = time until Cycle End Date~~

~~2) Black-Scholes formula for a call option =~~ Ste-yT~~N(d~~1~~) – Ke-rTN(d~~2)~~; where~~

d1 ~~= [ln(S~~t~~/K) +~~ ~~(r—y + σ~~2~~/2)T] / σ~~√T

d2 ~~= d~~1 – σ√T

~~Below are the inputs to calculate the at-the-money call option:~~

St=~~theindexlevel~~at~~thetime~~of~~thevaluation~~

S0 ~~= the starting index level~~

K=~~strike price which~~is~~equal~~toS0(1-~~FloorRate)~~

~~N(x)~~=is~~cumulativeprobabilityfunctionforthestandardnormaldistribution r = risk free rate for term T less the annual dividend yield on the index~~

y=~~dividendyield~~

T=~~timeuntilCycleEndDate~~

~~σ = volatility of an at-the-money call option on the index that reflects the moneyness and term T at the time of the~~ ~~valuation~~

~~3) Black-Scholes formula for a call option =~~ Ste-yT~~N(d~~1~~) – Ke-rTN(d~~2)~~; where~~

d1 ~~= [ln(S~~t~~/K) +~~ ~~(r—y + σ~~2~~/2)T] / σ~~√T

d2 ~~= d~~1 – σ√T

~~Below are the inputs to calculate the out-of-the-money call option:~~

St=~~theindexlevel~~at~~thetime~~of~~thevaluation~~

S0 ~~= the starting index level~~

K=~~strike price which~~is~~equal~~toS0(1-~~FloorRate)~~

~~N(x)~~=is~~cumulativeprobabilityfunctionforthestandardnormaldistribution r = risk free rate for term T less the annual dividend yield on the index~~

y=~~dividendyield~~

T=~~timeuntilCycleEndDate~~

~~σ = volatility of an at-the-money call option on the index that reflects the moneyness and term T at the time of the~~ ~~valuation~~

~~4) Black-Scholes formula for a put option =~~ ~~Ke-rTN(-d~~2) – Ste-yT~~N(-d~~1)~~; where~~

d1 ~~= [ln(S~~t~~/K) +~~ ~~(r—y + σ~~2~~/2)T] / σ~~√T

d2 ~~= d~~1 – σ√T

~~Below are the inputs to calculate the out-of-the-money put option:~~

St=~~theindexlevel~~at~~thetime~~of~~thevaluation~~

S0 ~~= the starting index level~~

K=~~strike price which~~is~~equal~~toS0(1-~~FloorRate)~~

~~N(x)~~=is~~cumulativeprobabilityfunctionforthestandardnormaldistribution r = risk free rate for term T less the annual dividend yield on the index~~

y=~~dividendyield~~

T=~~timeuntilCycleEndDate~~

~~σ = volatility of an at-the-money call option on the index that reflects the moneyness and term T at the time of the~~ ~~valuation~~

~~Calculation of Fair Value for Cycle Investments with a Buffer Rate and a Participation Rate:~~

The Fair Value Calculation Agent uses three hypothetical financial instruments to determine the Fair Value of a Cycle Investment during the Cycle Term. These hypothetical financial instruments are constructed to produce a return equal to the proceeds payable on a Cycle Investment on its Cycle End Date. These financial instruments are:

~~1) A zero-coupon bond with a maturity date equal to the Cycle End Date, plus;~~

2) An at-the-money call option for an amount equal to the Participation Rate. This is an option to buy a position in the Index on the Cycle End Date at a strike price equal to the price of the Index on the Cycle Start Date, less;

3) An out-of-the-money put option. This is an option to sell a position in the Index on the Cycle End Date at a strike price equal to the price of the Index on the Cycle Start Date times (1 + Buffer Rate (which is a negative number)). .

~~The formulas for the above components are:~~

~~1) Zero coupon bond = (Maturity Value) / [(1 + d)^T]~~

~~Whereas; d = the discount rate for term T and T = time until Cycle End Date~~

~~2) Black-Scholes formula for a call option times the Participation Rate = S~~te-yT~~N(d~~1~~) – Ke-rTN(d~~2~~); where~~

d1 ~~= [ln(S~~t~~/K) + (r—y + σ~~2~~/2)T] / σ√T~~

d2 ~~= d~~1 ~~– σ√T~~

St=~~theindexlevel~~at~~thetime~~of~~thevaluation~~

S0 ~~= the starting index level~~

K=~~strike price which~~is~~equal~~toS0(1-~~FloorRate)~~

~~N(x)~~=is~~cumulativeprobabilityfunctionforthestandardnormaldistribution r = risk free rate for term T less the annual dividend yield on the index~~

y=~~dividendyield~~

T=~~timeuntilCycleEndDate~~

~~σ = volatility of an at-the-money call option on the index that reflects the moneyness and term T at the time of the valuation~~

~~3) Black-Scholes formula for a put option = Ke-rTN(-d~~2~~) – S~~te-yT~~N(-d~~1~~); where~~

d1 ~~= [ln(S~~t~~/K) + (r—y + σ~~2~~/2)T] / σ√T~~

d2 ~~= d~~1 ~~– σ√T~~

~~Below are the inputs to calculate the out-of-the-money put option:~~

St=~~theindexlevel~~at~~thetime~~of~~thevaluation~~

S0 ~~= the starting index level~~

K=~~strike price which~~is~~equal~~toS0(1-~~FloorRate)~~

~~N(x)~~=is~~cumulativeprobabilityfunctionforthestandardnormaldistribution r = risk free rate for term T less the annual dividend yield on the index~~

y=~~dividendyield~~

T=~~timeuntilCycleEndDate~~

~~σ = volatility of an at-the-money call option on the index that reflects the moneyness and term T at the time of the valuation~~

~~Examples Fair Value Per Cycle Investment Unit: 6-Year Cycle; -10% Floor; Cap Rate Crediting Type with a Cycle State Date prior to November 13, 2023.~~

7) Proportional Cap Rate = $10 * (1 + Cap Rate * (Valuation Date / Cycle Term)) $11.17 $16.42
Cycle Investment Unit Value = Lessor 6) and 7) $9.48 $9.44
Assuming Change in Index Value +10% (for example from 1,000 to 1,100)
1) Fair Value hypothetical zero coupon bond (Bond) $8.40 $9.83
2) Fair Value of hypothetical at-the-money call option (ATM Call) $2.79 $1.31
3) Fair Value of hypothetical at-the-money put option (ATM Put) $0.95 $0.21
4) Fair Value of hypothetical out-of-the-money call option (OTM Call) $0.31 $0.00
5) Fair Value of hypothetical out-of-the-money put option (OTM Put) $0.70 $0.06
6) Fair Value {1) + 2) - 3) - 4) + 5)} $10.63 $10.98
7) Proportional Cap Rate = $10 * (1 + Cap Rate * (Valuation Date / Cycle Term)) $11.17 $16.42
Cycle Investment Unit Value = Lessor 6) and 7) $10.63 $10.98
Assuming Change in Index Value +40% (for example from 1,000 to 1,400)
1) Fair Value hypothetical zero coupon bond (Bond) $8.40 $9.83
2) Fair Value of hypothetical at-the-money call option (ATM Call) $5.09 $4.08
3) Fair Value of hypothetical at-the-money put option (ATM Put) $0.44 $0.01
4) Fair Value of hypothetical out-of-the-money call option (OTM Call) $1.21 $0.02
5) Fair Value of hypothetical out-of-the-money put option (OTM Put) $0.32 $0.00
6) Fair Value {1) + 2) - 3) - 4) + 5)} $12.15 $13.88
7) Proportional Cap Rate = $10 * (1 + Cap Rate * (Valuation Date / Cycle Term)) $11.17 $16.42
Cycle Investment Unit Value = Lessor 6) and 7) $11.17 $13.88
Input Values used above as follows
Bond discount rate 3.55% 3.55%
Annual dividend yield 1.43% 1.43%
Risk free rate 3.55% 3.55%
ATM Call volatility 20.86% 20.86%
ATM Put volatility 20.86% 20.86%
OTM Call volatility 14.55% 14.55%
OTM Put volatility 22.04% 22.04%

~~Examples Fair Value Per Cycle Investment Unit: 3-Year Cycle; -10% Floor; Cap Rate Crediting Type with a Cycle State Date prior to November 13, 2023.~~

1) Fair Value hypothetical zero coupon bond (Bond) $9.28 $9.82
2) Fair Value of hypothetical at-the-money call option (ATM Call) $0.69 $0.17
3) Fair Value of hypothetical at-the-money put option (ATM Put) $1.23 $1.05
4) Fair Value of hypothetical out-of-the-money call option (OTM Call) $0.04 $0.00
5) Fair Value of hypothetical out-of-the-money put option (OTM Put) $0.79 $0.46
6) Fair Value {1) + 2) - 3) - 4) + 5)} $9.49 $9.39
7) Proportional Cap Rate = $10 * (1 + Cap Rate * (Valuation Date / Cycle Term)) $11.00 $12.50
Cycle Investment Unit Value = Lessor 6) and 7) $9.49 $9.39
Assuming Change in Index Value +10% (for example from 1,000 to 1,100)
1) Fair Value hypothetical zero coupon bond (Bond) $9.28 $9.82
2) Fair Value of hypothetical at-the-money call option (ATM Call) $1.88 $1.26
3) Fair Value of hypothetical at-the-money put option (ATM Put) $0.48 $0.16
4) Fair Value of hypothetical out-of-the-money call option (OTM Call) $0.36 $0.03
5) Fair Value of hypothetical out-of-the-money put option (OTM Put) $0.29 $0.04
6) Fair Value {1) + 2) - 3) - 4) + 5)} $10.62 $10.94
7) Proportional Cap Rate = $10 * (1 + Cap Rate * (Valuation Date / Cycle Term)) $11.00 $12.50
Cycle Investment Unit Value = Lessor 6) and 7) $10.62 $10.94
Assuming Change in Index Value +40% (for example from 1,000 to 1,400)
1) Fair Value hypothetical zero coupon bond (Bond) $9.28 $9.82
2) Fair Value of hypothetical at-the-money call option (ATM Call) $4.41 $4.09
3) Fair Value of hypothetical at-the-money put option (ATM Put) $0.09 $0.00
4) Fair Value of hypothetical out-of-the-money call option (OTM Call) $1.95 $1.28
5) Fair Value of hypothetical out-of-the-money put option (OTM Put) $0.05 $0.00
6) Fair Value {1) + 2) - 3) - 4) + 5)} $11.72 $12.63
7) Proportional Cap Rate = $10 * (1 + Cap Rate * (Valuation Date / Cycle Term)) $11.00 $12.50
Cycle Investment Unit Value = Lessor 6) and 7) $11.00 $12.50
Input Values used above as follows
Bond discount rate 3.78% 3.78%
Annual dividend yield 1.43% 1.43%
Risk free rate 3.78% 3.78%
ATM Call volatility 18.38% 18.38%
ATM Put volatility 18.38% 18.38%
OTM Call volatility 13.77% 13.77%
OTM Put volatility 20.17% 20.17%

~~Examples Fair Value Per Cycle Investment Unit: 1-Year Cycle; -10% Floor; Cap Rate Crediting Type with a Cycle State Date prior to November 13, 2023.~~

5) Fair Value of hypothetical out-of-the-money put option (OTM Put) $2.74 $2.95
6) Fair Value {1) + 2) - 3) - 4) + 5)} $8.67 $8.93
7) Proportional Cap Rate = $10 * (1 + Cap Rate * (Valuation Date / Cycle Term)) $10.20 $11.00
Cycle Investment Unit Value = Lessor 6) and 7) $8.67 $8.93
Assuming Change in Index Value -10% (for example from 1,000 to 900)
1) Fair Value hypothetical zero coupon bond (Bond) $9.62 $9.92
2) Fair Value of hypothetical at-the-money call option (ATM Call) $0.25 $0.02
3) Fair Value of hypothetical at-the-money put option (ATM Put) $0.98 $0.96
4) Fair Value of hypothetical out-of-the-money call option (OTM Call) $0.03 $0.00
5) Fair Value of hypothetical out-of-the-money put option (OTM Put) $0.50 $0.26
6) Fair Value {1) + 2) - 3) - 4) + 5)} $9.37 $9.24
7) Proportional Cap Rate = $10 * (1 + Cap Rate * (Valuation Date / Cycle Term)) $10.20 $11.00
Cycle Investment Unit Value = Lessor 6) and 7) $9.37 $9.24
Assuming Change in Index Value +10% (for example from 1,000 to 1,100)
1) Fair Value hypothetical zero coupon bond (Bond) $9.62 $9.92
2) Fair Value of hypothetical at-the-money call option (ATM Call) $1.41 $1.07
3) Fair Value of hypothetical at-the-money put option (ATM Put) $0.17 $0.02
4) Fair Value of hypothetical out-of-the-money call option (OTM Call) $0.56 $0.17
5) Fair Value of hypothetical out-of-the-money put option (OTM Put) $0.08 $0.00
6) Fair Value {1) + 2) - 3) - 4) + 5)} $10.39 $10.81
7) Proportional Cap Rate = $10 * (1 + Cap Rate * (Valuation Date / Cycle Term)) $10.20 $11.00
Cycle Investment Unit Value = Lessor 6) and 7) $10.20 $10.81
Assuming Change in Index Value +40% (for example from 1,000 to 1,400)
1) Fair Value hypothetical zero coupon bond (Bond) $9.62 $9.92
2) Fair Value of hypothetical at-the-money call option (ATM Call) $4.22 $4.04
3) Fair Value of hypothetical at-the-money put option (ATM Put) $0.00 $0.00
4) Fair Value of hypothetical out-of-the-money call option (OTM Call) $3.07 $2.85
5) Fair Value of hypothetical out-of-the-money put option (OTM Put) $0.00 $0.00
6) Fair Value {1) + 2) - 3) - 4) + 5)} $10.77 $11.11
7) Proportional Cap Rate = $10 * (1 + Cap Rate * (Valuation Date / Cycle Term)) $10.20 $11.00
Cycle Investment Unit Value = Lessor 6) and 7) $10.20 $11.00
Input Values used above as follows
Bond discount rate 4.73% 4.73%
Annual dividend yield 1.43% 1.43%
Risk free rate 4.73% 4.73%
ATM Call volatility 15.87% 15.87%
ATM Put volatility 15.87% 15.87%
OTM Call volatility 12.95% 12.95%
OTM Put volatility 19.23% 19.23%

~~Examples Fair Value Per Cycle Investment Unit: 6-Year Cycle; -20% Buffer; Cap Rate Crediting Type with a Cycle State Date prior to November 13, 2023.~~

Component
6-Year Cycle;
-20% Buffer
6-Year Cycle;
-20% Buffer
Cycle Term (in months) 72 72
Valuation Date (months since Cycle Start Date) 12 66
Cap Rate 200% 200%
Time to End Date (in months) 60 6
Assuming Change in Index Value -40% (for example from 1,000 to 600)
1) Fair Value hypothetical zero coupon bond (Bond) $8.40 $9.83
2) Fair Value of hypothetical at-the-money call option (ATM Call) $0.33 $0.00
3) Fair Value of hypothetical out-of-the-money call option (OTM Call) $0.00 $0.00
4) Fair Value of hypothetical out-of-the-money put option (OTM Put) $1.91 $1.93
5) Fair Value {1) + 2) - 3) - 4)} $6.82 $7.90
6) Proportional Cap Rate = $10 * (1 + Cap Rate * (Valuation Date / Cycle Term)) $13.33 $28.33
Cycle Investment Unit Value = Lessor 5) and 6) $6.82 $7.90
Assuming Change in Index Value -10% (for example from 1,000 to 900)
1) Fair Value hypothetical zero coupon bond (Bond) $8.40 $9.83
2) Fair Value of hypothetical at-the-money call option (ATM Call) $1.54 $0.22
3) Fair Value of hypothetical out-of-the-money call option (OTM Call) $0.00 $0.00
4) Fair Value of hypothetical out-of-the-money put option (OTM Put) $0.86 $0.17
5) Fair Value {1) + 2) - 3) - 4)} $9.08 $9.87
6) Proportional Cap Rate = $10 * (1 + Cap Rate * (Valuation Date / Cycle Term)) $13.33 $28.33
Cycle Investment Unit Value = Lessor 5) and 6) $9.08 $9.87
Assuming Change in Index Value +10% (for example from 1,000 to 1,100)
1) Fair Value hypothetical zero coupon bond (Bond) $8.40 $9.83
2) Fair Value of hypothetical at-the-money call option (ATM Call) $2.79 $1.31
3) Fair Value of hypothetical out-of-the-money call option (OTM Call) $0.00 $0.00
4) Fair Value of hypothetical out-of-the-money put option (OTM Put) $0.50 $0.01
5) Fair Value {1) + 2) - 3) - 4)} $10.69 $11.12
6) Proportional Cap Rate = $10 * (1 + Cap Rate * (Valuation Date / Cycle Term)) $13.33 $28.33
Cycle Investment Unit Value = Lessor 5) and 6) $10.69 $11.12
Assuming Change in Index Value +40% (for example from 1,000 to 1,400)
1) Fair Value hypothetical zero coupon bond (Bond) $8.40 $9.83
2) Fair Value of hypothetical at-the-money call option (ATM Call) $5.09 $4.08
3) Fair Value of hypothetical out-of-the-money call option (OTM Call) $0.00 $0.00
4) Fair Value of hypothetical out-of-the-money put option (OTM Put) $0.23 $0.00
5) Fair Value {1) + 2) - 3) - 4)} $13.25 $13.91
6) Proportional Cap Rate = $10 * (1 + Cap Rate * (Valuation Date / Cycle Term)) $13.33 $28.33
Cycle Investment Unit Value = Lessor 5) and 6) $13.25 $13.91
Input Values used above as follows
Bond discount rate 3.55% 3.55%
Annual dividend yield 1.43% 1.43%
Risk free rate 3.55% 3.55%
ATM Call volatility 20.86% 20.86%
OTM Call volatility 7.68% 7.68%
OTM Put volatility 23.32% 23.32%

~~Examples Fair Value Per Cycle Investment Unit: 6-Year Cycle; -30% Buffer; Cap Rate Crediting Type with a Cycle State Date prior to November 13, 2023.~~

Component
6-Year Cycle;
-30% Buffer
6-Year Cycle;
-30% Buffer
Cycle Term (in months) 72 72
Valuation Date (months since Cycle Start Date) 12 66
Cap Rate 80% 80%
Time to End Date (in months) 60 6
Assuming Change in Index Value -40% (for example from 1,000 to 600)
1) Fair Value hypothetical zero coupon bond (Bond) $8.40 $9.83
2) Fair Value of hypothetical at-the-money call option (ATM Call) $0.33 $0.00
3) Fair Value of hypothetical out-of-the-money call option (OTM Call) $0.00 $0.00
4) Fair Value of hypothetical out-of-the-money put option (OTM Put) $1.40 $1.05
5) Fair Value {1) + 2) - 3) - 4)} $7.33 $8.78
6) Proportional Cap Rate = $10 * (1 + Cap Rate * (Valuation Date / Cycle Term)) $11.33 $17.33
Cycle Investment Unit Value = Lessor 5) and 6) $7.33 $8.78
Assuming Change in Index Value -10% (for example from 1,000 to 900)
1) Fair Value hypothetical zero coupon bond (Bond) $8.40 $9.83
2) Fair Value of hypothetical at-the-money call option (ATM Call) $1.54 $0.22
3) Fair Value of hypothetical out-of-the-money call option (OTM Call) $0.04 $0.00
4) Fair Value of hypothetical out-of-the-money put option (OTM Put) $0.60 $0.04
5) Fair Value {1) + 2) - 3) - 4)} $9.30 $10.00
6) Proportional Cap Rate = $10 * (1 + Cap Rate * (Valuation Date / Cycle Term)) $11.33 $17.33
Cycle Investment Unit Value = Lessor 5) and 6) $9.30 $10.00
Assuming Change in Index Value +10% (for example from 1,000 to 1,100)
1) Fair Value hypothetical zero coupon bond (Bond) $8.40 $9.83
2) Fair Value of hypothetical at-the-money call option (ATM Call) $2.79 $1.31
3) Fair Value of hypothetical out-of-the-money call option (OTM Call) $0.19 $0.00
4) Fair Value of hypothetical out-of-the-money put option (OTM Put) $0.35 $0.00
5) Fair Value {1) + 2) - 3) - 4)} $10.65 $11.13
6) Proportional Cap Rate = $10 * (1 + Cap Rate * (Valuation Date / Cycle Term)) $11.33 $17.33
Cycle Investment Unit Value = Lessor 5) and 6) $10.65 $11.13
Assuming Change in Index Value +40% (for example from 1,000 to 1,400)
1) Fair Value hypothetical zero coupon bond (Bond) $8.40 $9.83
2) Fair Value of hypothetical at-the-money call option (ATM Call) $5.09 $4.08
3) Fair Value of hypothetical out-of-the-money call option (OTM Call) $0.89 $0.00
4) Fair Value of hypothetical out-of-the-money put option (OTM Put) $0.16 $0.00
5) Fair Value {1) + 2) - 3) - 4)} $12.44 $13.90
6) Proportional Cap Rate = $10 * (1 + Cap Rate * (Valuation Date / Cycle Term)) $11.33 $17.33
Cycle Investment Unit Value = Lessor 5) and 6) $11.33 $13.90
Input Values used above as follows
Bond discount rate 3.55% 3.55%
Annual dividend yield 1.43% 1.43%
Risk free rate 3.55% 3.55%
ATM Call volatility 20.86% 20.86%
OTM Call volatility 13.86% 13.86%
OTM Put volatility 24.73% 24.73%

~~Examples Fair Value Per Cycle Investment Unit: 3-Year Cycle; -10% Buffer; Cap Rate Crediting Type with a Cycle State Date prior to November 13, 2023.~~

Component
3-Year Cycle;
-10% Buffer
3-Year Cycle;
-10% Buffer
Cycle Term (in months) 36 36
Valuation Date (months since Cycle Start Date) 12 30
Cap Rate 100% 100%
Time to End Date (in months) 24 6
Assuming Change in Index Value -40% (for example from 1,000 to 600)
1) Fair Value hypothetical zero coupon bond (Bond) $9.28 $9.82
2) Fair Value of hypothetical at-the-money call option (ATM Call) $0.03 $0.00
3) Fair Value of hypothetical out-of-the-money call option (OTM Call) $0.00 $0.00
4) Fair Value of hypothetical out-of-the-money put option (OTM Put) $2.62 $2.88
5) Fair Value {1) + 2) - 3) - 4)} $6.69 $6.94
6) Proportional Cap Rate = $10 * (1 + Cap Rate * (Valuation Date / Cycle Term)) $13.33 $18.33
Cycle Investment Unit Value = Lessor 5) and 6) $6.69 $6.94
Assuming Change in Index Value -10% (for example from 1,000 to 900)
1) Fair Value hypothetical zero coupon bond (Bond) $9.28 $9.82
2) Fair Value of hypothetical at-the-money call option (ATM Call) $0.69 $0.17
3) Fair Value of hypothetical out-of-the-money call option (OTM Call) $0.00 $0.00
4) Fair Value of hypothetical out-of-the-money put option (OTM Put) $0.79 $0.46
5) Fair Value {1) + 2) - 3) - 4)} $9.19 $9.53
6) Proportional Cap Rate = $10 * (1 + Cap Rate * (Valuation Date / Cycle Term)) $13.33 $18.33
Cycle Investment Unit Value = Lessor 5) and 6) $9.19 $9.53
Assuming Change in Index Value +10% (for example from 1,000 to 1,100)
1) Fair Value hypothetical zero coupon bond (Bond) $9.28 $9.82
2) Fair Value of hypothetical at-the-money call option (ATM Call) $1.88 $1.26
3) Fair Value of hypothetical out-of-the-money call option (OTM Call) $0.00 $0.00
4) Fair Value of hypothetical out-of-the-money put option (OTM Put) $0.29 $0.04
5) Fair Value {1) + 2) - 3) - 4)} $10.88 $11.04
6) Proportional Cap Rate = $10 * (1 + Cap Rate * (Valuation Date / Cycle Term)) $13.33 $18.33
Cycle Investment Unit Value = Lessor 5) and 6) $10.88 $11.04
Assuming Change in Index Value +40% (for example from 1,000 to 1,400)
1) Fair Value hypothetical zero coupon bond (Bond) $9.28 $9.82
2) Fair Value of hypothetical at-the-money call option (ATM Call) $4.41 $4.09
3) Fair Value of hypothetical out-of-the-money call option (OTM Call) $0.03 $0.00
4) Fair Value of hypothetical out-of-the-money put option (OTM Put) $0.05 $0.00
5) Fair Value {1) + 2) - 3) - 4)} $13.61 $13.90
6) Proportional Cap Rate = $10 * (1 + Cap Rate * (Valuation Date / Cycle Term)) $13.33 $18.33
Cycle Investment Unit Value = Lessor 5) and 6) $13.33 $13.90
Input Values used above as follows
Bond discount rate 3.78% 3.78%
Annual dividend yield 1.43% 1.43%
Risk free rate 3.78% 3.78%
ATM Call volatility 18.38% 18.38%
OTM Call volatility 11.69% 11.69%
OTM Put volatility 20.17% 20.17%

~~Examples Fair Value Per Cycle Investment Unit: 1-Year Cycle; -10% Buffer; Cap Rate Crediting Type with a Cycle State Date prior to November 13, 2023.~~

Component
1-Year Cycle;
-10% Buffer
1-Year Cycle;
-10% Buffer
Cycle Term (in months) 12 12
Valuation Date (months since Cycle Start Date) 2 10
Cap Rate 16% 16%
Time to End Date (in months) 10 2
Assuming Change in Index Value -40% (for example from 1,000 to 600)
1) Fair Value hypothetical zero coupon bond (Bond) $9.62 $9.92
2) Fair Value of hypothetical at-the-money call option (ATM Call) $0.00 $0.00
3) Fair Value of hypothetical out-of-the-money call option (OTM Call) $0.00 $0.00
4) Fair Value of hypothetical out-of-the-money put option (OTM Put) $2.74 $2.95
5) Fair Value {1) + 2) - 3) - 4)} $6.88 $6.98
6) Proportional Cap Rate = $10 * (1 + Cap Rate * (Valuation Date / Cycle Term)) $10.27 $11.33
Cycle Investment Unit Value = Lessor 5) and 6) $6.88 $6.98
Assuming Change in Index Value -10% (for example from 1,000 to 900)
1) Fair Value hypothetical zero coupon bond (Bond) $9.62 $9.92
2) Fair Value of hypothetical at-the-money call option (ATM Call) $0.25 $0.02
3) Fair Value of hypothetical out-of-the-money call option (OTM Call) $0.01 $0.00
4) Fair Value of hypothetical out-of-the-money put option (OTM Put) $0.50 $0.26
5) Fair Value {1) + 2) - 3) - 4)} $9.36 $9.68
6) Proportional Cap Rate = $10 * (1 + Cap Rate * (Valuation Date / Cycle Term)) $10.27 $11.33
Cycle Investment Unit Value = Lessor 5) and 6) $9.36 $9.68
Assuming Change in Index Value +10% (for example from 1,000 to 1,100)
1) Fair Value hypothetical zero coupon bond (Bond) $9.62 $9.92
2) Fair Value of hypothetical at-the-money call option (ATM Call) $1.41 $1.07
3) Fair Value of hypothetical out-of-the-money call option (OTM Call) $0.35 $0.05
4) Fair Value of hypothetical out-of-the-money put option (OTM Put) $0.08 $0.00
5) Fair Value {1) + 2) - 3) - 4)} $10.61 $10.94
6) Proportional Cap Rate = $10 * (1 + Cap Rate * (Valuation Date / Cycle Term)) $10.27 $11.33
Cycle Investment Unit Value = Lessor 5) and 6) $10.27 $10.94
Assuming Change in Index Value +40% (for example from 1,000 to 1,400)
1) Fair Value hypothetical zero coupon bond (Bond) $9.62 $9.92
2) Fair Value of hypothetical at-the-money call option (ATM Call) $4.22 $4.04
3) Fair Value of hypothetical out-of-the-money call option (OTM Call) $2.69 $2.46
4) Fair Value of hypothetical out-of-the-money put option (OTM Put) $0.00 $0.00
5) Fair Value {1) + 2) - 3) - 4)} $11.15 $11.51
6) Proportional Cap Rate = $10 * (1 + Cap Rate * (Valuation Date / Cycle Term)) $10.27 $11.33
Cycle Investment Unit Value = Lessor 5) and 6) $10.27 $11.33
Input Values used above as follows
Bond discount rate 4.73% 4.73%
Annual dividend yield 1.43% 1.43%
Risk free rate 4.73% 4.73%
ATM Call volatility 15.87% 15.87%
OTM Call volatility 11.96% 11.96%
OTM Put volatility 19.23% 19.23%

~~Examples Fair Value Per Cycle Investment Unit: 6-Year Cycle; -10% Floor; Cap Rate Crediting Type with a Cycle State Date on or after November 13, 2023.~~

Component
6-Year Cycle;
-10% Floor
6-Year Cycle;
-10% Floor
Cycle Term (in months) 72 72
Valuation Date (months since Cycle Start Date) 12 66
Cap Rate 70% 70%
Time to End Date (in months) 60 6
Assuming Change in Index Value -40% (for example from 1,000 to 600)
1) Fair Value hypothetical zero coupon bond (Bond) $8.49 $9.84
2) Fair Value of hypothetical at-the-money call option (ATM Call) $0.33 $0.00
3) Fair Value of hypothetical at-the-money put option (ATM put) $3.14 $3.87
4) Fair Value of hypothetical out-of-the-money call option (OTM Call) $0.00 $0.00
5) Fair Value of hypothetical out-of-the-money put option (OTM Put) $2.49 $2.89
6) Fair Value {1) + 2) - 3) - 4) + 5)} $8.17 $8.86
Assuming Change in Index Value -10% (for example from 1,000 to 900)
1) Fair Value hypothetical zero coupon bond (Bond) $8.49 $9.84
2) Fair Value of hypothetical at-the-money call option (ATM Call) $1.54 $0.22
3) Fair Value of hypothetical at-the-money put option (ATM put) $1.56 $1.11
4) Fair Value of hypothetical out-of-the-money call option (OTM Call) $0.08 $0.00
5) Fair Value of hypothetical out-of-the-money put option (OTM Put) $1.17 $0.51
6) Fair Value {1) + 2) - 3) - 4) + 5)} $9.57 $9.45
Assuming Change in Index Value +10% (for example from 1,000 to 1,100)
1) Fair Value hypothetical zero coupon bond (Bond) $8.49 $9.84
2) Fair Value of hypothetical at-the-money call option (ATM Call) $2.79 $1.31
3) Fair Value of hypothetical at-the-money put option (ATM put) $0.95 $0.21
4) Fair Value of hypothetical out-of-the-money call option (OTM Call) $0.31 $0.00
5) Fair Value of hypothetical out-of-the-money put option (OTM Put) $0.70 $0.06
6) Fair Value {1) + 2) - 3) - 4) + 5)} $10.72 $10.99
Assuming Change in Index Value +40% (for example from 1,000 to 1,400)
1) Fair Value hypothetical zero coupon bond (Bond) $8.49 $9.84
2) Fair Value of hypothetical at-the-money call option (ATM Call) $5.09 $4.08
3) Fair Value of hypothetical at-the-money put option (ATM put) $0.44 $0.01
4) Fair Value of hypothetical out-of-the-money call option (OTM Call) $1.21 $0.02
5) Fair Value of hypothetical out-of-the-money put option (OTM Put) $0.32 $0.00
6) Fair Value {1) + 2) - 3) - 4) + 5)} $12.24 $13.89
Input Values used above as follows
Bond discount rate 3.33% 3.33%
Annual dividend yield 1.43% 1.43%
Risk free rate 3.55% 3.55%
ATM Call volatility 20.86% 20.86%
ATM Put volatility 20.86% 20.86%
OTM Call volatility 14.55% 14.55%
OTM Put volatility 22.04% 22.04%

~~Examples Fair Value Per Cycle Investment Unit: 3-Year Cycle; -10% Floor; Cap Rate Crediting Type with a Cycle State Date on or after November 13, 2023.~~

Component
3-Year Cycle;
-10% Floor
3-Year Cycle;
-10% Floor
Cycle Term (in months) 36 36
Valuation Date (months since Cycle Start Date) 12 30
Cap Rate 30% 30%
Time to End Date (in months) 24 6
Assuming Change in Index Value -40% (for example from 1,000 to 600)
1) Fair Value hypothetical zero coupon bond (Bond) $9.36 $9.84
2) Fair Value of hypothetical at-the-money call option (ATM Call) $0.03 $0.00
3) Fair Value of hypothetical at-the-money put option (ATM put) $3.48 $3.86
4) Fair Value of hypothetical out-of-the-money call option (OTM Call) $0.00 $0.00
5) Fair Value of hypothetical out-of-the-money put option (OTM Put) $2.62 $2.88
6) Fair Value {1) + 2) - 3) - 4) + 5)} $8.53 $8.86
Assuming Change in Index Value -10% (for example from 1,000 to 900)
1) Fair Value hypothetical zero coupon bond (Bond) $9.36 $9.84
2) Fair Value of hypothetical at-the-money call option (ATM Call) $0.69 $0.17
3) Fair Value of hypothetical at-the-money put option (ATM put) $1.23 $1.05
4) Fair Value of hypothetical out-of-the-money call option (OTM Call) $0.04 $0.00
5) Fair Value of hypothetical out-of-the-money put option (OTM Put) $0.79 $0.46
6) Fair Value {1) + 2) - 3) - 4) + 5)} $9.57 $9.41
Assuming Change in Index Value +10% (for example from 1,000 to 1,100)
1) Fair Value hypothetical zero coupon bond (Bond) $9.36 $9.84
2) Fair Value of hypothetical at-the-money call option (ATM Call) $1.88 $1.26
3) Fair Value of hypothetical at-the-money put option (ATM put) $0.48 $0.16
4) Fair Value of hypothetical out-of-the-money call option (OTM Call) $0.36 $0.03
5) Fair Value of hypothetical out-of-the-money put option (OTM Put) $0.29 $0.04
6) Fair Value {1) + 2) - 3) - 4) + 5)} $10.70 $10.96
Assuming Change in Index Value +40% (for example from 1,000 to 1,400)
1) Fair Value hypothetical zero coupon bond (Bond) $9.36 $9.84
2) Fair Value of hypothetical at-the-money call option (ATM Call) $4.41 $4.09
3) Fair Value of hypothetical at-the-money put option (ATM put) $0.09 $0.00
4) Fair Value of hypothetical out-of-the-money call option (OTM Call) $1.95 $1.28
5) Fair Value of hypothetical out-of-the-money put option (OTM Put) $0.05 $0.00
6) Fair Value {1) + 2) - 3) - 4) + 5)} $11.79 $12.65
Input Values used above as follows
Bond discount rate 3.36% 3.36%
Annual dividend yield 1.43% 1.43%
Risk free rate 3.78% 3.78%
ATM Call volatility 18.38% 18.38%
ATM Put volatility 18.38% 18.38%
OTM Call volatility 13.77% 13.77%
OTM Put volatility 20.17% 20.17%

~~Examples Fair Value Per Cycle Investment Unit: 1-Year Cycle; -10% Floor; Cap Rate Crediting Type with a Cycle State Date on or after November 13, 2023.~~

Component
1-Year Cycle;
-10% Floor
1-Year Cycle;
-10% Floor
Cycle Term (in months) 12 12
Valuation Date (months since Cycle Start Date) 2 10
Cap Rate 12% 12%
Time to End Date (in months) 10 2
Assuming Change in Index Value -40% (for example from 1,000 to 600)
1) Fair Value hypothetical zero coupon bond (Bond) $9.71 $9.94
2) Fair Value of hypothetical at-the-money call option (ATM Call) $0.00 $0.00
3) Fair Value of hypothetical at-the-money put option (ATM put) $3.69 $3.94
4) Fair Value of hypothetical out-of-the-money call option (OTM Call) $0.00 $0.00
5) Fair Value of hypothetical out-of-the-money put option (OTM Put) $2.74 $2.95
6) Fair Value {1) + 2) - 3) - 4) + 5)} $8.76 $8.95
Assuming Change in Index Value -10% (for example from 1,000 to 900)
1) Fair Value hypothetical zero coupon bond (Bond) $9.71 $9.94
2) Fair Value of hypothetical at-the-money call option (ATM Call) $0.25 $0.02
3) Fair Value of hypothetical at-the-money put option (ATM put) $0.98 $0.96
4) Fair Value of hypothetical out-of-the-money call option (OTM Call) $0.03 $0.00
5) Fair Value of hypothetical out-of-the-money put option (OTM Put) $0.50 $0.26
6) Fair Value {1) + 2) - 3) - 4) + 5)} $9.46 $9.25
Assuming Change in Index Value +10% (for example from 1,000 to 1,100)
1) Fair Value hypothetical zero coupon bond (Bond) $9.71 $9.94
2) Fair Value of hypothetical at-the-money call option (ATM Call) $1.41 $1.07
3) Fair Value of hypothetical at-the-money put option (ATM put) $0.17 $0.02
4) Fair Value of hypothetical out-of-the-money call option (OTM Call) $0.56 $0.17
5) Fair Value of hypothetical out-of-the-money put option (OTM Put) $0.08 $0.00
6) Fair Value {1) + 2) - 3) - 4) + 5)} $10.48 $10.82
Assuming Change in Index Value +40% (for example from 1,000 to 1,400)
1) Fair Value hypothetical zero coupon bond (Bond) $9.71 $9.94
2) Fair Value of hypothetical at-the-money call option (ATM Call) $4.22 $4.04
3) Fair Value of hypothetical at-the-money put option (ATM put) $0.00 $0.00
4) Fair Value of hypothetical out-of-the-money call option (OTM Call) $3.07 $2.85
5) Fair Value of hypothetical out-of-the-money put option (OTM Put) $0.00 $0.00
6) Fair Value {1) + 2) - 3) - 4) + 5)} $10.86 $11.13
Input Values used above as follows
Bond discount rate 3.55% 3.55%
Annual dividend yield 1.43% 1.43%
Risk free rate 4.73% 4.73%
ATM Call volatility 15.87% 15.87%
ATM Put volatility 15.87% 15.87%
OTM Call volatility 12.95% 12.95%
OTM Put volatility 19.23% 19.23%

~~Examples Fair Value Per Cycle Investment Unit: 6-Year Cycle; -20% Buffer; Cap Rate with a Cycle State Date on or after November 13, 2023.~~

Component
6-Year Cycle;
-20% Buffer
6-Year Cycle;
-20% Buffer
Cycle Term (in months) 72 72
Valuation Date (months since Cycle Start Date) 12 66
Cap Rate 200% 200%
Time to End Date (in months) 60 6
Assuming Change in Index Value -40% (for example from 1,000 to 600)
1) Fair Value hypothetical zero coupon bond (Bond) $8.64 $9.85
2) Fair Value of hypothetical at-the-money call option (ATM Call) $0.33 $0.00
3) Fair Value of hypothetical out-of-the-money call option (OTM Call) $0.00 $0.00
4) Fair Value of hypothetical out-of-the-money put option (OTM Put) $1.91 $1.93
5) Fair Value {1) + 2) - 3) - 4)} $7.06 $7.93
Assuming Change in Index Value -10% (for example from 1,000 to 900)
1) Fair Value hypothetical zero coupon bond (Bond) $8.64 $9.85
2) Fair Value of hypothetical at-the-money call option (ATM Call) $1.54 $0.22
3) Fair Value of hypothetical out-of-the-money call option (OTM Call) $0.00 $0.00
4) Fair Value of hypothetical out-of-the-money put option (OTM Put) $0.86 $0.17
5) Fair Value {1) + 2) - 3) - 4)} $9.32 $9.90
Assuming Change in Index Value +10% (for example from 1,000 to 1,100)
1) Fair Value hypothetical zero coupon bond (Bond) $8.64 $9.85
2) Fair Value of hypothetical at-the-money call option (ATM Call) $2.79 $1.31
3) Fair Value of hypothetical out-of-the-money call option (OTM Call) $0.00 $0.00
4) Fair Value of hypothetical out-of-the-money put option (OTM Put) $0.50 $0.01
5) Fair Value {1) + 2) - 3) - 4)} $10.93 $11.15
Assuming Change in Index Value +40% (for example from 1,000 to 1,400)
1) Fair Value hypothetical zero coupon bond (Bond) $8.64 $9.85
2) Fair Value of hypothetical at-the-money call option (ATM Call) $5.09 $4.08
3) Fair Value of hypothetical out-of-the-money call option (OTM Call) $0.00 $0.00
4) Fair Value of hypothetical out-of-the-money put option (OTM Put) $0.23 $0.00
5) Fair Value {1) + 2) - 3) - 4)} $13.49 $13.93
Input Values used above as follows
Bond discount rate 2.97% 2.97%
Annual dividend yield 1.43% 1.43%
Risk free rate 3.55% 3.55%
ATM Call volatility 20.86% 20.86%
OTM Call volatility 7.68% 7.68%
OTM Put volatility 23.32% 23.32%

~~Examples Fair Value Per Cycle Investment Unit: 6-Year Cycle; -30% Buffer; Cap Rate with a Cycle State Date on or after November 13, 2023.~~

Component
6-Year Cycle;
-30% Buffer
6-Year Cycle;
-30% Buffer
Cycle Term (in months) 72 72
Valuation Date (months since Cycle Start Date) 12 66
Cap Rate 80% 80%
Time to End Date (in months) 60 6
Assuming Change in Index Value -40% (for example from 1,000 to 600)
1) Fair Value hypothetical zero coupon bond (Bond) $8.60 $9.85
2) Fair Value of hypothetical at-the-money call option (ATM Call) $0.33 $0.00
3) Fair Value of hypothetical out-of-the-money call option (OTM Call) $0.00 $0.00
4) Fair Value of hypothetical out-of-the-money put option (OTM Put) $1.40 $1.05
5) Fair Value {1) + 2) - 3) - 4)} $7.53 $8.80
Assuming Change in Index Value -10% (for example from 1,000 to 900)
1) Fair Value hypothetical zero coupon bond (Bond) $8.60 $9.85
2) Fair Value of hypothetical at-the-money call option (ATM Call) $1.54 $0.22
3) Fair Value of hypothetical out-of-the-money call option (OTM Call) $0.04 $0.00
4) Fair Value of hypothetical out-of-the-money put option (OTM Put) $0.60 $0.04
5) Fair Value {1) + 2) - 3) - 4)} $9.50 $10.03
Assuming Change in Index Value +10% (for example from 1,000 to 1,100)
1) Fair Value hypothetical zero coupon bond (Bond) $8.60 $9.85
2) Fair Value of hypothetical at-the-money call option (ATM Call) $2.79 $1.31
3) Fair Value of hypothetical out-of-the-money call option (OTM Call) $0.19 $0.00
4) Fair Value of hypothetical out-of-the-money put option (OTM Put) $0.35 $0.00
5) Fair Value {1) + 2) - 3) - 4)} $10.85 $11.16
Assuming Change in Index Value +40% (for example from 1,000 to 1,400)
1) Fair Value hypothetical zero coupon bond (Bond) $8.60 $9.85
2) Fair Value of hypothetical at-the-money call option (ATM Call) $5.09 $4.08
3) Fair Value of hypothetical out-of-the-money call option (OTM Call) $0.89 $0.00
4) Fair Value of hypothetical out-of-the-money put option (OTM Put) $0.16 $0.00
5) Fair Value {1) + 2) - 3) - 4)} $12.64 $13.93
Input Values used above as follows
Bond discount rate 3.07% 3.07%
Annual dividend yield 1.43% 1.43%
Risk free rate 3.55% 3.55%
ATM Call volatility 20.86% 20.86%
OTM Call volatility 13.86% 13.86%
OTM Put volatility 24.73% 24.73%

~~Examples Fair Value Per Cycle Investment Unit: 3-Year Cycle; -10% Buffer; Cap Rate with a Cycle State Date on or after November 13, 2023.~~

Component
3-Year Cycle;
-10% Buffer
3-Year Cycle;
-10% Buffer
Cycle Term (in months) 36 36
Valuation Date (months since Cycle Start Date) 12 30
Cap Rate 100% 100%
Time to End Date (in months) 24 6
Assuming Change in Index Value -40% (for example from 1,000 to 600)
1) Fair Value hypothetical zero coupon bond (Bond) $9.38 $9.84
2) Fair Value of hypothetical at-the-money call option (ATM Call) $0.03 $0.00
3) Fair Value of hypothetical out-of-the-money call option (OTM Call) $0.00 $0.00
4) Fair Value of hypothetical out-of-the-money put option (OTM Put) $2.62 $2.88
5) Fair Value {1) + 2) - 3) - 4)} $6.79 $6.96
Assuming Change in Index Value -10% (for example from 1,000 to 900)
1) Fair Value hypothetical zero coupon bond (Bond) $9.38 $9.84
2) Fair Value of hypothetical at-the-money call option (ATM Call) $0.69 $0.17
3) Fair Value of hypothetical out-of-the-money call option (OTM Call) $0.00 $0.00
4) Fair Value of hypothetical out-of-the-money put option (OTM Put) $0.79 $0.46
5) Fair Value {1) + 2) - 3) - 4)} $9.28 $9.55
Assuming Change in Index Value +10% (for example from 1,000 to 1,100)
1) Fair Value hypothetical zero coupon bond (Bond) $9.38 $9.84
2) Fair Value of hypothetical at-the-money call option (ATM Call) $1.88 $1.26
3) Fair Value of hypothetical out-of-the-money call option (OTM Call) $0.00 $0.00
4) Fair Value of hypothetical out-of-the-money put option (OTM Put) $0.29 $0.04
5) Fair Value {1) + 2) - 3) - 4)} $10.98 $11.06
Assuming Change in Index Value +40% (for example from 1,000 to 1,400)
1) Fair Value hypothetical zero coupon bond (Bond) $9.38 $9.84
2) Fair Value of hypothetical at-the-money call option (ATM Call) $4.41 $4.09
3) Fair Value of hypothetical out-of-the-money call option (OTM Call) $0.03 $0.00
4) Fair Value of hypothetical out-of-the-money put option (OTM Put) $0.05 $0.00
5) Fair Value {1) + 2) - 3) - 4)} $13.71 $13.93
Input Values used above as follows
Bond discount rate 3.24% 3.24%
Annual dividend yield 1.43% 1.43%
Risk free rate 3.78% 3.78%
ATM Call volatility 18.38% 18.38%
OTM Call volatility 11.69% 11.69%
OTM Put volatility 20.17% 20.17%

~~Examples Fair Value Per Cycle Investment Unit: 1-Year Cycle; -10% Buffer; Cap Rate with a Cycle State Date on or after November 13, 2023.~~

Component
1-Year Cycle;
-10% Buffer
1-Year Cycle;
-10% Buffer
Cycle Term (in months) 12 12
Valuation Date (months since Cycle Start Date) 2 10
Cap Rate 16% 16%
Time to End Date (in months) 10 2
Assuming Change in Index Value -40% (for example from 1,000 to 600)
1) Fair Value hypothetical zero coupon bond (Bond) $9.64 $9.93
2) Fair Value of hypothetical at-the-money call option (ATM Call) $0.00 $0.00
3) Fair Value of hypothetical out-of-the-money call option (OTM Call) $0.00 $0.00
4) Fair Value of hypothetical out-of-the-money put option (OTM Put) $2.74 $2.95
5) Fair Value {1) + 2) - 3) - 4)} $6.91 $6.98
Assuming Change in Index Value -10% (for example from 1,000 to 900)
1) Fair Value hypothetical zero coupon bond (Bond) $9.64 $9.93
2) Fair Value of hypothetical at-the-money call option (ATM Call) $0.25 $0.02
3) Fair Value of hypothetical out-of-the-money call option (OTM Call) $0.01 $0.00
4) Fair Value of hypothetical out-of-the-money put option (OTM Put) $0.50 $0.26
5) Fair Value {1) + 2) - 3) - 4)} $9.38 $9.69
Assuming Change in Index Value +10% (for example from 1,000 to 1,100)
1) Fair Value hypothetical zero coupon bond (Bond) $9.64 $9.93
2) Fair Value of hypothetical at-the-money call option (ATM Call) $1.41 $1.07
3) Fair Value of hypothetical out-of-the-money call option (OTM Call) $0.35 $0.05
4) Fair Value of hypothetical out-of-the-money put option (OTM Put) $0.08 $0.00
5) Fair Value {1) + 2) - 3) - 4)} $10.63 $10.95
Assuming Change in Index Value +40% (for example from 1,000 to 1,400)
1) Fair Value hypothetical zero coupon bond (Bond) $9.64 $9.93
2) Fair Value of hypothetical at-the-money call option (ATM Call) $4.22 $4.04
3) Fair Value of hypothetical out-of-the-money call option (OTM Call) $2.69 $2.46
4) Fair Value of hypothetical out-of-the-money put option (OTM Put) $0.00 $0.00
5) Fair Value {1) + 2) - 3) - 4)} $11.17 $11.52
Input Values used above as follows
Bond discount rate 4.45% 4.45%
Annual dividend yield 1.43% 1.43%
Risk free rate 4.73% 4.73%
ATM Call volatility 15.87% 15.87%
OTM Call volatility 11.96% 11.96%
OTM Put volatility 19.23% 19.23%

~~Examples Fair Value Per Cycle Investment Unit: 6-Year Cycle; -10% Buffer; Par Rate with a Cycle State Date on or after November 13, 2023.~~

Component
6-Year Cycle;
-10% Buffer
6-Year Cycle;
-10% Buffer
Cycle Term (in months) 72 72
Valuation Date (months since Cycle Start Date) 12 66
Par Rate 110% 110%
Time to End Date (in months) 60 6
Assuming Change in Index Value -40% (for example from 1,000 to 600)
1) Fair Value hypothetical zero coupon bond (Bond) $8.65 $9.86
2) Fair Value of hypothetical at-the-money call option (ATM Call) * Participation % $0.36 $0.00
3) Fair Value of hypothetical out-of-the-money put option (OTM Put) $2.49 $2.89
4) Fair Value {1) + 2) - 3)} $6.52 $6.97
Assuming Change in Index Value -10% (for example from 1,000 to 900)
1) Fair Value hypothetical zero coupon bond (Bond) $8.65 $9.86
2) Fair Value of hypothetical at-the-money call option (ATM Call) * Participation % $1.69 $0.24
3) Fair Value of hypothetical out-of-the-money put option (OTM Put) $1.17 $0.51
4) Fair Value {1) + 2) - 3)} $9.17 $9.59
Assuming Change in Index Value +10% (for example from 1,000 to 1,100)
1) Fair Value hypothetical zero coupon bond (Bond) $8.65 $9.86
2) Fair Value of hypothetical at-the-money call option (ATM Call) * Participation % $3.07 $1.44
3) Fair Value of hypothetical out-of-the-money put option (OTM Put) $0.70 $0.06
4) Fair Value {1) + 2) - 3)} $11.02 $11.23
Assuming Change in Index Value +40% (for example from 1,000 to 1,400)
1) Fair Value hypothetical zero coupon bond (Bond) $8.65 $9.86
2) Fair Value of hypothetical at-the-money call option (ATM Call) * Participation % $5.60 $4.49
3) Fair Value of hypothetical out-of-the-money put option (OTM Put) $0.32 $0.00
4) Fair Value {1) + 2) - 3)} $13.92 $14.34
Input Values used above as follows
Bond discount rate 2.95% 2.95%
Annual dividend yield 1.43% 1.43%
Risk free rate 3.55% 3.55%
ATM Call volatility 20.86% 20.86%
OTM Put volatility 22.04% 22.04%

~~Examples: Fair Value when market inputs change after issue versus if market inputs are the same as from issue.~~

~~Examples Fair Value Per Cycle Investment Unit: 6-Year Cycle; -10% Floor; Cap Rate Crediting Type with a Cycle State Date on or after November 13, 2023.~~

Component
6-Year Cycle;
-10% Floor
6-Year Cycle;
-10% Floor
Cycle Term (in months) 72 72
Valuation Date (months since Cycle Start Date) 6 24
Cap Rate 70% 70%
Time to End Date (in months) 66 48
Assuming Change in Index Value +5% (for example from 1,000 to 1050)
1) Fair Value hypothetical zero coupon bond (Bond) $8.35 $7.97
2) Fair Value of hypothetical at-the-money call option (ATM Call) $2.56 $2.22
3) Fair Value of hypothetical at-the-money put option (ATM Put) $1.10 $1.00
4) Fair Value of hypothetical out-of-the-money call option (OTM Call) $0.28 $0.14
5) Fair Value of hypothetical out-of-the-money put option (OTM Put) $0.83 $0.72
6) Fair Value {1) + 2) - 3) - 4) + 5)} $10.36 $9.77
Input Values used above as follows
Bond discount rate 3.33% 5.83%
Annual dividend yield 1.43% 1.43%
Risk free rate 3.55% 3.55%
ATM Call volatility 20.86% 20.86%
ATM Put volatility 20.86% 20.86%
OTM Call volatility 14.55% 14.55%
OTM Put volatility 22.04% 22.04%

~~Examples Fair Value Per Cycle Investment Unit: 3-Year Cycle; -10% Floor; Cap Rate Crediting Type with a Cycle State Date on or after November 13, 2023.~~

Component
3-Year Cycle;
-10% Floor
3-Year Cycle;
-10% Floor
Cycle Term (in months) 36 36
Valuation Date (months since Cycle Start Date) 6 12
Cap Rate 30% 30%
Time to End Date (in months) 30 24
Assuming Change in Index Value +2% (for example from 1,000 to 1020)
1) Fair Value hypothetical zero coupon bond (Bond) $9.21 $8.92
2) Fair Value of hypothetical at-the-money call option (ATM Call) $1.50 $1.34
3) Fair Value of hypothetical at-the-money put option (ATM Put) $0.77 $0.71
4) Fair Value of hypothetical out-of-the-money call option (OTM Call) $0.26 $0.17
5) Fair Value of hypothetical out-of-the-money put option (OTM Put) $0.50 $0.44
6) Fair Value {1) + 2) - 3) - 4) + 5)} $10.18 $9.81
Input Values used above as follows
Bond discount rate 3.36% 5.86%
Annual dividend yield 1.43% 1.43%
Risk free rate 3.78% 3.78%
ATM Call volatility 18.38% 18.38%
ATM Put volatility 18.38% 18.38%
OTM Call volatility 13.77% 13.77%
OTM Put volatility 20.17% 20.17%

~~Examples Fair Value Per Cycle Investment Unit: 1-Year Cycle; -10% Floor; Cap Rate with a Cycle State Date on or after November 13, 2023.~~

Component
1-Year Cycle;
-10% Floor
1-Year Cycle;
-10% Floor
Cycle Term (in months) 12 12
Valuation Date (months since Cycle Start Date) 2 6
Cap Rate 12% 12%
Time to End Date (in months) 10 6
Assuming Change in Index Value +1% (for example from 1,000 to 1010)
1) Fair Value hypothetical zero coupon bond (Bond) $9.71 $9.70
2) Fair Value of hypothetical at-the-money call option (ATM Call) $0.76 $0.58
3) Fair Value of hypothetical at-the-money put option (ATM Put) $0.40 $0.33
4) Fair Value of hypothetical out-of-the-money call option (OTM Call) $0.19 $0.09
5) Fair Value of hypothetical out-of-the-money put option (OTM Put) $0.19 $0.11
6) Fair Value {1) + 2) - 3) - 4) + 5)} $10.07 $9.98
Input Values used above as follows
Bond discount rate 3.55% 6.30%
Annual dividend yield 1.43% 1.43%
Risk free rate 4.73% 4.73%
ATM Call volatility 15.87% 15.87%
ATM Put volatility 15.87% 15.87%
OTM Call volatility 12.95% 12.95%
OTM Put volatility 19.23% 19.23%

~~The Statement of Additional Information (SAI) can provide you with more detailed information about the Contract, Midland National~~

Life Insurance Company and the Midland National Life Separate Account C, including more information about commissions and distribution expenses. For more information about the Contract and/or a free copy of the SAI or prospectus, contact your registered representative or our ~~Customer Service Center~~ ~~at:~~

~~Sammons Retirement Solutions~~

~~P.O. Box 9261~~

~~Des Moines, IA 50306-9261 (Regular Mail)~~

~~Sammons Retirement Solutions~~

~~8300 Mills Civic Parkway~~

~~West Des Moines, IA 50266-3833 (Overnight Mail)~~

~~Phone: (866) 747-3421~~

~~Facsimile: (866) 511-7038~~

Reports and other information about Midland National Life Insurance Company and Midland National Life Separate Account C are available on the Securities and Exchange Commission’s website at http://www.sec.gov. You may obtain copies of this information, upon your payment of a duplicating fee, by electronic request at this e-mail address: publicinfo@sec.gov.

~~Dealer Prospectus Delivery Obligations:~~

All dealers that effect transactions in these ~~securities are~~Certificates, whether or not participating in this offering, may be required to deliver a prospectus.

~~EDGAR Contract Identifier No. C000228204~~ This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

Where You Can Find More Information

This prospectus, which constitutes part of a registration statement, does not contain all of the information set forth in the registration statement. Parts of the registration statement are omitted from this prospectus in accordance with the rules and regulations of the SEC.

The registration statement, including exhibits, contains additional relevant information about us.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.Other Expenses of Issuance and Distribution

The following is a list of the estimated expenses to be incurred in connection with the securities being offered.


Registration Fees	~~69541.4~~$	3,395.74
Estimated Printing Fees	~~10000~~$	10,000.00
Estimated Legal Fees	~~150000~~$	150,000.00
Estimated Accounting Fees	~~150000~~$	100,000.00

Item 14. Indemnification of Directors and Officers

The by-laws of Midland National provide, in Article VII, as follows:

a) “The corporation shall, to the fullest extent permitted by the Iowa Business Corporation Act, as the same may be amended, indemnify every person who is, or was a director, officer or employee of the corporation, or any other corporation which he serves as such at the request of the corporation, from and against any and all liability and reasonable expenses that may be incurred in connection with or resulting from any claim, action, suit or other proceeding in which he may be involved as a party or otherwise, by reason of his being a director, officer or employee, whether or not he continues to be such as the time such liability or expense shall have been incurred.

b) The right of indemnification in this Section shall be in addition to any other right to which such director, officer or employee may otherwise be entitled by contract, vote of either stockholders or disinterested directors or as a matter of law; and in the event of such person’s death, such rights shall extend to his heirs and legal representatives. The provisions of this Section as severable, and if any provision be held invalid, all other provisions are fully in effect and the invalid provision shall only be curtailed to the extent necessary to make it enforceable to the fullest extent allowed by law.

c) Expenses including attorney’s fees may be advanced to such director, officer or employee as may be determined by the Board of Directors.

d) The Board of Directors, by majority vote, may elect to indemnify other agents of the corporation on a case-by-case basis.”

Item 15. Recent Sales of Unregistered Securities

Not applicable

Item 16. Exhibits and Financial Statement Schedules

(a) Exhibits No.


(1)(a)			Distribution Agreement ~~between~~by and among Sammons Financial Network, LLC and Midland National Life Insurance Company54

(2)			Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession—Not Applicable

(3)(a)			Articles of Incorporation of Midland National Life Insurance Company1

(b)			By-Laws of Midland National Life Insurance Company1

(4)(a)			Form of ~~Registered Index-Linked and Variable~~Contingent Deferred Annuity Contract32

(b)			Form of Application for ~~Registered Index-Linked and Variable~~Contingent Deferred Annuity Contract3

~~(c)~~			~~Form of Return of Death Benefit Rider~~2

~~(d)~~			~~Form of Waiver of Surrender Charge Rider~~2

~~(e)~~			~~Form of Participation Rate Crediting Type Endorsement~~2

(5)			Opinion ~~and Consent of Counsel~~re Legality75

(8)			Opinion re Tax Matters—Not applicable

(9)			Voting Trust Agreement—Not applicable

~~(10)~~			~~IHS Markit Master Agreement, effective as of August 12, 2019, between Markit North America Inc. and Sammons Financial Group, Inc.~~3

(15)			Letter re Unaudited Interim Financial Information—Not applicable

(16)			Letter re Change in Certifying Accountant—Not applicable

(21)			Subsidiaries of the Registrant43

(23)(a)			Consent of Independent Registered Public Accounting Firm75

(24)(a)			~~Powers~~Power of Attorney65

107			Calculation of Filing Fee Table85


1.			~~Incorporated herein by reference to~~ ~~Post-Effective Amendment No. 5~~ ~~for Form N-4 on February 23, 1998 (File No. 33-64016).~~

2.			~~Incorporated herein by reference to~~ P ~~ost-Effective Amendment No.~~ 4 ~~for Form S-1 on November 13, 2023 (File No. 333-255059).~~

3.			~~Incorporated herein by reference to~~ ~~Pre-Effective Amendment No. 1~~ ~~for Form N-4 on December 9, 2021 (File No. 333-255058).~~

4.			~~Incorporated herein by reference to~~ ~~Post-Effective Amendment No. 2~~ ~~for Form N-4 on March 1, 2024 (File No. 333-262682).~~

5.			~~Incorporated herein by reference to~~ ~~Post-Effective Amendment No. 1~~ ~~for Form S-1 on April 29, 2022 (File No. 333-254710~~

6.			~~Incorporated herein by reference to~~ ~~Post-Effective Amendment No. 2~~ ~~for Form S-1 on April 17, 2023 (File No. 333-255059)~~

7.			~~To Be Provided By Amendment~~

8.

1. Incorporated herein by reference to Post-Effective Amendment No. 5 for Form N-4 on February 23, 1998 (File No. 33-64016).

2. Incorporated herein by reference to Pre-Effective Amendment No. 1 for Form S-1 on August 12, 2021 (File No. 333-254710).

3. Incorporated herein by reference to Post-Effective Amendment No. 18 for Form N-4 on April 26, 2021 (File No. 333-176870).

4. Incorporated herein by reference to Post-Effective Amendment No. 1 for Form S-1 on April 29, 2022 (File No. 333-254710).

5. Filed herewith.

(b) Financial Statement Schedules are included in Part I of this Registration Statement.

Item 17. Undertakings

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (§ 230.424(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, if the registrant is subject to Rule 430C (§230.430C of this chapter), each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A (§ 230.430A of this chapter), shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: (i) any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 (§ 230.424 of this chapter); (ii) any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; (iii) the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and (iv) any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b) Insofar as indemnification for liabilities 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.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant, Midland National Life Insurance Company, has duly caused this Registration Statement on Form S-1 Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in Des Moines, Iowa on this nineteenth day of April, 2024.


By: MIDLAND NATIONAL LIFE INSURANCE COMPANY (REGISTRANT)

By:			/s/ *
			ESFANDYAR E. DINSHAW
			Chairman of the Board

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-1 Registration Statement has been signed below by the following persons in the capacities and on the date indicated.


Signatures			Title

/s/ * ESFANDYAR E. DINSHAW			President, Chairman of the Board of Directors, Chief Executive Officer (Principal Executive Officer)

/s/ * DAVID C. ATTAWAY			Senior Vice President, Chief Financial Officer & Treasurer (Principal Financial & Accounting Officer)

/s/ * DARRON K. ASH			Director

/s/ * WILLARD BUNN, III			Director

/s/ * JAMES RODERICK CLARK			Director

/s/ * THOMAS J. CORCORAN			Director

/s/ * SUSAN T. DEAKINS			Director

/s/ * GEORGE A. FISK			Director

/s/ * WILLIAM D. HEINZ			Director

/s/ * WILLIAM L. LOWE			Director
/s/ * MICHAEL M. MASTERSON			Director

/s/ * ROBERT R. TEKOLSTE			Director


*By:	/s/ Brett L. Agnew	Date: April 19, 2024
	Brett L. Agnew
	Attorney-in-Fact
	Pursuant to Power of Attorney

EXHIBIT INDEX


Item			Exhibit

16(5)			~~Exhibit~~Opinion and Consent of Counsel

16(23)(a)			Consent of Independent Registered Public Accounting Firm

16(24)(a)			Powers of Attorney

107			Calculation of Filing Fee Table

~~SIGNATURES~~

Pursuant to the requirements of the Securities Act of 1933, the Registrant, Midland National Life Insurance Company, has duly caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in Des Moines, Iowa on this nineteenth day of March, 2024.


~~By: MIDLAND NATIONAL LIFE INSURANCE COMPANY (REGISTRANT)~~

	~~By:~~	/s/ *
		E~~SFANDYAR~~ ~~E. DINSHAW~~
		~~Chairman of the Board~~

~~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 date indicated.~~


~~Signatures~~			~~Title~~

/s/ * E~~SFANDYAR~~ ~~E. DINSHAW~~			~~President, Chairman of the Board of Directors, Chief Executive Officer (Principal Executive Officer)~~
/s/ * D~~AVID~~ ~~C. ATTAWAY~~			~~Senior Vice President, Chief Financial Officer & Treasurer~~ ~~(Principal Financial & Accounting Officer)~~
/s/ * D~~ARRON~~ ~~K. A~~SH			~~Director~~
/s/ * W~~ILLARD~~ B~~UNN, III~~			~~Director~~
/s/ * J~~AMES~~ R~~ODERICK~~ C~~LARK~~			~~Director~~
/s/ * T~~HOMAS~~ ~~J. CORCORAN~~			~~Director~~
/s/ * S~~USAN~~ ~~T. DEAKINS~~			~~Director~~
/s/ * G~~EORGE~~ ~~A. FISK~~			~~Director~~
/s/ * W~~ILLIAM~~ ~~D. HEINZ~~			~~Director~~
/s/ * W~~ILLIAM~~ ~~L. LOWE~~			~~Director~~
/s/ * M~~ICHAEL~~ ~~M. MASTERSON~~			~~Director~~
/s/ * R~~OBERT~~ ~~R. T~~EK~~OLSTE~~			~~Director~~


*By:	~~/s/ Brett L. Agnew~~	~~March 19, 2024~~
	~~Brett L. Agnew~~
	~~Attorney-in-Fact~~
	~~Pursuant to Power of Attorney~~


Iowa	6311	46-0164570
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code)	(I.R.S. Employer Identification Number)


Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒ (Do not check if a smaller reporting company)	Smaller reporting company	☐

		Emerging growth company	☐


DEFINITIONS			1

~~IMPORTANT INFORMATION YOU SHOULD CONSIDER ABOUT THE CONTRACT~~INTRODUCTION			53

~~OVERVIEW OF THE MIDLAND LIVE WELL DYNAMIC ANNUITY~~SECTION 1—SUMMARY			107
Introduction			7
~~SUMMARY OF COMMON QUESTIONS RELATED TO THE CYCLE INVESTMENTS~~The Certificate			7
Investment Requirements			8
Coverage Base			8
Coverage Amount			8
Payment Percentage			9
Excess Withdrawal			12

~~FEE TABLE~~Subscription Fee			15

~~PRINCIPAL RISKS OF INVESTING IN THE CONTRACT~~			17

~~Risks of Investing in the Cycle Investments~~			1713
~~Changes to the Cycle Investments~~			17
~~Limited Participation in Positive Performance~~Free Look Period			18
~~Cap Rate~~			18
~~Cycle Investment Unit Value Based Upon Fair Value During Cycle Term~~SECTION 2—RISK FACTORS			19
~~Risk Associated with Indices~~SECTION 3—DESCRIPTION OF THE CERTIFICATE			1923
~~No Rights in~~Introduction to the ~~Securities Underlying the Index~~Certificate			2123
~~Replacement of the Index~~Coverage Plans			2223
~~Risks of Investing in the Subac~~c ~~ounts~~Core Coverage Plan			2223
~~Other General Risks of Investing in the Contract~~			22

~~THE LIVE WELL DYNAMIC ANNUITY CONTRACT~~			24

~~Purchasing the Contract~~CorePlus Coverage Plan			24
~~Right to Cancel~~CorePlus X Coverage Plan			24
~~Tax-free Section 1035 Exchanges~~			25

~~Additional Premium Payments~~			25
~~Allocation of Premium Payments~~			25
~~Changing Your Premium Payment Allocation Instructions~~			25

~~The Cycle Investment Options~~			26
~~Features of a Cycle Investment~~			26
~~Investing in~~Purchasing the ~~Cycle Investments~~Certificate			29
~~Cycle Investment Value~~Coverage Base			30
Coverage Amount			31
~~Cycle Investment Unit Value Calculation for Cycle Investments with a Floor Rate~~Excess Withdrawals			3233
~~Cycle Investment Unit Value Calculation for Cycle Investments with a Buffer Rate~~Covered Asset Pool Transfers			34
Subscription Fee			34
Advisory Fee			35
CERTIFICATE ELIGIBILITY AND OWNERSHIP			36
~~Transfers out~~Death of a ~~Cycle Investment~~Certificate Owner or Covered Person			4036
~~Withdrawals from Cycle Investments~~When Certificate Terminates			4036
~~Cycle End Date Payments; Rollovers~~Divorce			4137
~~Additional Information About the Indices~~Disapproved Financial Institution			4138
~~Replacement of the Index~~SECTION 4—INVESTMENT REQUIREMENTS			4239
~~Valuation of A Cycle Investment~~Covered Asset Pool Rules			4339
~~Cycle Investment Unit.~~			43
~~Cycle Investment Unit Value.~~			44

~~The Subaccount Investment Options~~			44
~~Availability of the Investment Portfolios~~			45
~~Your Accumulation Value (Contract Value allocated to the Subaccounts)~~			45
~~Accumulation Units~~			45
~~Transfers of Accumulation Value~~			46
~~Transfer Limitations~~			46


~~Processing Surrenders and Partial Withdrawals – Cycle Investment & Subaccounts~~			47
~~Benefits Under the Contract~~			49
~~Systematic Withdrawals~~			50
~~Dollar Cost Averaging (DCA)~~			50
~~Portfolio Rebalancing~~Asset Allocation Tiers			51
~~Death Benefit~~SECTION 5—DISTRIBUTION OF THE CERTIFICATES			5153

~~CHARGES, FEES AND DEDUCTIONS~~SECTION 6—TAX CONSIDERATIONS			54
~~Transaction Expenses~~Non-qualified Accounts			54
~~Annual Contract Expenses~~Qualified Accounts			5655
~~Investment Portfolio Charges~~			56

~~MATURITY DATE~~Other Tax Matters			57
~~Electing an Income Payment Option~~			57
~~Fixed Payment Options~~			58
~~Income Payment Options~~			58

~~FEDERAL TAX STATUS~~			58
~~Annuity Contracts in General~~			58
~~Qualified and Non-Qualified Contracts~~			58
~~Minimum Distribution Rules and Eligible Rollover Distributions~~			59
~~Diversification and Distribution Requirements~~			59
~~Owner Control~~			59
~~Surrenders and Partial Withdrawals~~			59
~~Multiple Contracts~~			60
~~Withholding~~			60
~~Annuity Payments~~			60
~~Partial Annuitization~~			60
~~Investment Income Surtax~~			60
~~Definition of Spouse under Federal Law~~			60
~~Annuity Contracts Purchased by Nonresident Aliens and Foreign Corporations~~			61
~~Taxation of Death Benefit Proceeds~~			61
~~Transfers, Assignments or Exchange of Contracts~~			61
~~Possible Tax Law Changes~~			61
~~Federal Estate, Gift and Generation-Skipping Transfer Taxes~~			61
~~Annuity Purchases by Residents of Puerto Rico~~			61
~~Foreign Tax Credits~~			61

SECTION 7—MIDLAND NATIONAL LIFE INSURANCE COMPANY			6258

INFORMATION ABOUT MIDLAND NATIONAL			6258
Generally			6258
Midland National’s Business			6258
Competition			6259
Financial strength ratings			6259
Risk Factors Related to Midland National and Its Business			6359
Directors, Executive Officers and Corporate Governance			7574
Executive Officers and Directors			7674
Executive Compensation			7876
Security Ownership of Certain Beneficial Owners and Management			8180
Transactions with Related Persons Promoters and Certain Control Persons ~~(amounts in $1,000’s)~~			8382

EXPERTS			~~100~~86


FINANCIAL INFORMATION			~~101~~87
Selected Financial Data			~~101~~87
Management’s Discussion and Analysis of Financial Conditions and Results of Operation			~~102~~88
Qualitative and Quantitative Disclosures about Market Risk			~~121~~105
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure			~~122~~106
Audited Financial Statements			~~123~~107

~~OTHER~~SECTION 8—ADDITIONAL INFORMATION			~~124~~182
~~The Registered Separate Account~~Inquiries and Correspondence			~~124~~182
~~The Non-Registered Separate~~Electronic Account Information			~~124~~182
~~Modification to the Contract~~State Variations			~~125~~182
~~Administrative Procedures~~Misstatement of Age			~~125~~182
Evidence of Survival			182
Amendments			188
Regulation			188
Legal Proceedings			~~126~~188
~~Distribution of the Contract~~Where You Can Find More Information			~~126~~196
~~Portfolio Voting Rights~~			~~126~~

APPENDIX ~~A – INVESTMENT PORTFOLIOS AVAILABLE UNDER THE CONTRACT~~A—STATE VARIATIONS			1

~~APPENDIX B – STATE VARIATIONS~~


Brett L. Agnew Midland National Life Insurance Company 8300 Mills Civic Parkway West Des Moines, Iowa			Dodie Kent Eversheds Sutherland New York, New York


Home Office			Service Center
8300 Mills Civic Parkway			222 South First Street
West Des Moines, IA 50266			Suite 600
(877) 586-0240			Louisville KY 40202
			(877) 575-2742


Annual Fee	Minimum	Maximum
Base Contract Expenses1	1.15%	1.15%
Investment Portfolios2 (Portfolio Company fees and expenses)	0.49%	1.05%
Optional benefits available for an additional charge3 (for a single optional benefit, if elected)	0.20%	0.30%

1 As a percentage of the Accumulation Value. These fees are not applied against the Cycle Investment Value 2 As a percentage of Investment Portfolio assets. These fees are not applied against the Cycle Investment Value. 3 As a percentage of Contract Value. These fees are applied pro-rata against all Investment Options, the Cycle Investment Value and amounts held in the Default Account.
Because your Contract is customizable, the choices you make affect how much you will pay. To help you understand the cost of owning your Contract, the following table shows the lowest and highest cost you could pay each year, based on current charges. This estimate assumes that you do not take withdrawals from the Contract, which could add surrender charges that substantially increase costs.


Core Plus X Coverage Plan Payment Percentage Adjustment
If the Ten Year Constant Maturity US Treasury Rate is Was:	0.00% to less than 5.00%	5.00% to less than 5.50%	5.50% to less than 6.50%	6.50% to less than 7.50%	7.50%+
For Issue Age <65, we will increase your Payment Percentage by:	0.00%	0.00%	0.50%	1.00%	1.50%
For Issue Age Issue Age 65+, we will increase your Payment Percentage by:	0.00%	0.50%	1.00%	1.50%	2.00%


Single Covered Person Attained Age at Time of First Partial Withdrawal	Time Since CDA Certificate Issue Date
	Less Than 5 Years	5 Years or More
60-64	3.50%	4.00%
65-74	4.50%	5.00%
75-79	5.00%	5.50%
80 and older	5.50%	6.00%


Younger Joint Covered Person Attained Age at Time of First Partial Withdrawal	Time Since CDA Certificate Issue Date
	Less Than 5 Years	5 Years or More
60-64	3.00%	3.50%


Core Plus X Coverage Plan Payment Percentage Adjustment
If the Ten Year Constant Maturity US Treasury Rate is Was:	0.00% to less than 4.00%	4.00% to less than 4.50%	4.50% to less than 5.50%	5.50% to less than 6.50%	6.50%+
For Issue Age <65, we will increase your Payment Percentage by:	0.00%	0.00%	0.50%	1.00%	1.50%
For Issue Age Issue Age 65+, we will increase your Payment Percentage by:	0.00%	0.50%	1.00%	1.50%	2.00%


Index	Cycle Term (# of years)	Cycle Structure	Cycle Floor/Buffer Rate	Crediting Type	Rate Threshold
S&P500	1	Floor	-10%	Cap	2.5%
S&P500	1	Buffer	-10%	Cap	5.0%
S&P500	1	Buffer	-30%	Cap	5.0%
S&P500	3	Floor	-10%	Cap	2.5%
S&P500	3	Buffer	-10%	Cap	5.0%
S&P500	6	Floor	-10%	Cap	5.0%
S&P500	6	Buffer	-10%	Participation	10.0%
S&P500	6	Buffer	-20%	Cap	10.0%
S&P500	6	Buffer	-30%	Cap	7.5%
MSCI EAFE	1	Buffer	-10%	Cap	5.0%
MSCI EAFE	6	Buffer	-10%	Participation	10.0%
Russell 2000	1	Buffer	-10%	Cap	5.0%
Nasdaq-100 Max 30	1	Buffer	-10%	Cap	5.0%
Nasdaq-100 Max 30	1	Buffer	-30%	Cap	7.5%
Nasdaq-100 Max 30	6	Buffer	-10%	Participation	10.0%
Nasdaq-100 Max 30	6	Buffer	-20%	Participation	10.0%
Nasdaq-100 Max 30	6	Buffer	-30%	Participation	7.5%
Goldman Sachs DynaTrend Index	1	Floor	-10%	Cap	2.5%
Goldman Sachs DynaTrend Index	1	Buffer	-10%	Cap	5.0%
Goldman Sachs DynaTrend Index	1	Buffer	-30%	Cap	5.0%
Goldman Sachs DynaTrend Index	6	Floor	-10%	Cap	5.0%
Goldman Sachs DynaTrend Index	6	Buffer	-10%	Participation	10.0%
Goldman Sachs DynaTrend Index	6	Buffer	-20%	Participation	10.0%
Goldman Sachs DynaTrend Index	6	Buffer	-30%	Participation	7.5%

Not all Cycle Investments are available in all states. See Appendix B: State Variations


Asset Allocation	Current Certificate Fee Percentage	Maximum
Tier A	0.75%	2.00%
Tier B	0.90%	2.50%
Tier C	1.10%	3.00%


Maximum Cycle Investment Loss on Cycle End Date
‘-10% Floor	‘-10% Buffer	‘-20% Buffer	‘-30% Buffer
-10%	-90%	-80%	-70%


~~Contract Owner Transaction Expenses~~						~~Charge~~
~~Sales Load Imposed on Premiums~~						~~None~~
~~Surrender Charge (as a percentage of premiums withdrawn)~~						8%
~~State Premium Tax~~1						~~0% to 3.5%~~
~~Transfer Fee~~2						~~$15~~
~~Fair Value Calculation~~3 ~~(as a percentage of the~~ amount ~~invested in Cycle Investments)~~						~~100%~~


Annual Contract Expenses	Current Charge	Maximum Charge
Base Contract Expenses (as a percentage of average Accumulation Value)1	1.15%	1.15%
Return of Premium Death Benefit Rider (as a percentage of Contract Value)2	0.20%	0.20%
Waiver of Surrender Charges Rider (as a percentage of Contract Value)2	0.30%	0.30%


Tier B	1.20%	2.50%
Tier C	1.40%	2.50%

Advisory Fee Is Deducted from the Covered Asset Pool
Asset Allocation	Current Certificate Fee Percentage	Maximum
Tier A	1.10%	2.00%
Tier B	1.30%	2.50%
Tier C	1.50%	3.00%


Advisory Fee Not Deducted from the Covered Asset Pool
Asset Allocation	Current Certificate Fee Percentage	Maximum
Tier A	1.30%	2.50%
Tier B	1.55%	3.00%
Tier C	1.80%	3.50%


Annual Investment Portfolio Expenses1 (expenses that are deducted from portfolios assets, including management fees, distribution, and/or service (12b-1) fees and other expenses)	Minimum		Maximum
Total annual operating expenses	0.49	%	1.05	%


Payment Percentages for Certificate with Single Covered Person On Lock-In Date
Single Covered Person Attained Age at Time of First Partial Withdrawal	Time Since CDA Certificate Issue Date
	Less Than 5 Years	5 Years or More
60-64	3.50%	4.00%
65-74	4.50%	5.00%
75-79	5.00%	5.50%
80 and older	5.50%	6.00%

Payment Percentages for Certificate with Joint Covered Persons On Lock-In Date
Younger Joint Covered Person Attained Age at Time of First Partial Withdrawal	Time Since CDA Certificate Issue Date
	Less Than 5 Years	5 Years or More
60-64	3.00%	3.50%
65-74	4.00%	4.50%
75-79	4.50%	5.00%
80 and older	5.00%	5.50%


Advisory Fee Not Deducted from the Covered Asset Pool
Asset Allocation	Current Subscription Fee Percentage	Maximum Subscription Fee Percentage1
Tier A	1.30%	2.50%
Tier B	1.55%	3.00%
Tier C	1.80%	3.50%


•Certificates issued prior to May 1, 2023						The Advisory Fee deduction may not exceed 1.00% of the Covered Asset Pool Value annually. Advisory Fees may not be deducted from the Covered Assets unless you elected this benefit at the time your Certificate was issued. If you elected to deduct the Advisory Fees from the Covered Asset Pool, there is an additional Certificate Fee Percentage.

•Certificates issued from May 1, 2023 to November 14, 2023						The Advisory Fee deduction may not exceed 1.00% of the Covered Asset Pool Value annually. You do not have to elect this benefit when your Certificate was issued. There is no additional Certificate Fee Percentage.

•Certificates issued on or after November 15, 2023						The Advisory Fee deduction may not exceed 1.25% of the Covered Asset Pool Value annually. You do not have to elect this benefit when your Certificate is issued. There is no additional Certificate Fee Percentage.


Fund						Asset Class
ARK Autonomous Tch & Rob						Alternative
ARK Fintech Innovation						Alternative
ARK Genomic Revolution						Alternative
ARK Innovation						Small/Mid Cap
ARK Next Gen Int ETF						Alternative
BlackRock Global Allocation Fund;Institutional						International
BlackRock Strategic Income Opps Port;Inst						Alternative
BlackRock Total Return Fund;Institutional						Core Fixed
BrandywineGLOBAL - Global Opportunities Bond Fd;A						International
BrandywineGLOBAL - Global Opportunities Bond Fd;IS						International
ClearBridge International Growth Fund;A						International
ClearBridge Large Cap Growth Fund;A						Core Equity
ClearBridge Large Cap Growth Fund;I						Core Equity
ClearBridge Large Cap Value Fund;A						Core Equity
ClearBridge Large Cap Value Fund;I						Core Equity
DFA Commodity Strategy Portfolio						Alternative
DFA Emerging Markets Core Equity Portfolio;Inst						Alternative
DFA Emerging Markets Social Core Equity Port;Inst						Alternative
DFA Emerging Mrkts Sustainability Core 1 Port;Inst						Alternative
DFA Global Allocation 25/75 Portfolio;Inst						International
DFA Global Allocation 60/40 Portfolio;Inst						International
DFA Global Core Plus Fixed Income Portfolio;Inst						Core Fixed
DFA Global Equity Portfolio;Institutional						International
DFA Global Real Estate Securities Portfolio						Alternative
DFA Global Sustainability Fixed Income Port;Inst						Core Fixed
DFA International Core Equity Portfolio;Inst						International
DFA International Real Estate Securities Port;Inst						Alternative
DFA International Small Cap Value Portfolio;Inst						International
DFA International Small Company Portfolio;Inst						International
DFA International Social Core Eqty Portfolio;Inst						International
DFA International Sustainability Core 1 Portfolio						International
DFA International Value Portfolio III;Inst						International
DFA International Vector Equity Portfolio;Inst						International
DFA International Hi Relative Profitability Ptfl;Inst						International
DFA Investment Grade Portfolio						Core Fixed
DFA Municipal Real Return Portfolio;Institutional						Core Fixed
DFA One-Year Fixed Income Portfolio;Institutional						Core Equity
DFA Real Estate Securities Portfolio;Institutional						Alternative
DFA Selectively Hedged Global Fixed Income Portfol						Core Fixed
DFA Short-Duration Real Return Portfolio;Instl						Core Fixed
DFA Social Fixed Income Portfolio;Institutional						Core Fixed
DFA Targeted Credit Portfolio;Institutional						Core Fixed
DFA Tax-Managed DFA International Value Port;Inst						International


DFA US Core Equity 1 Portfolio;Institutional						Core Equity
DFA US Core Equity 2 Portfolio;Institutional						Core Equity
DFA US Equity						Core Equity
DFA US High Relative Profitability Portfolio;Instl						Core Equity
DFA US Large Cap Value Portfolio III;Institutional						Core Equity
DFA US Large Company Portfolio;Inst						Core Equity
DFA US Social Core Equity 2 Portfolio;Inst						Core Equity
DFA US Sustainability Core 1 Portfolio;Inst						Core Equity
DFA US Vector Equity Portfolio;Institutional						Small/Mid Cap
Franklin DynaTech Fund;A						Core Equity
Franklin DynaTech Fund;Advisor Class						Core Equity
Franklin ETF:Inv Gr Corp						Core Fixed
Franklin ETF:US Core Bd						Core Fixed
Franklin ETF:US LC Mltfc						Core Equity
Franklin ETF:US Treas Bd						Core Fixed
Franklin Federal Intmdt-Term Tax-Free Inc Fd;A						Core Fixed
Franklin Federal Limited-Term Tax-Free Income;A						Core Fixed
Franklin High Income Fund;A						Alternative
Franklin High Yield Tax-Free Income Fund;A						Alternative
Franklin International Growth Fund;A						International
Franklin International Growth Fund;Advisor						International
Franklin Rising Dividends Fund;Advisor						Core Equity
Franklin Small Cap Growth Fund;A						Small/Mid Cap
Franklin Small Cap Value Fund;A						Small/Mid Cap
Franklin Small Cap Value Fund;Advisor						Small/Mid Cap
Invesco KBW Bank						Core Equity
Invesco Senior Loan						Core Fixed
iShares:0-5 HY Corp Bd						Alternative
iShares:1-3 Trs Bd ETF						Core Fixed
iShares:1-5 IG Corp Bd						Core Fixed
iShares:20+ Trs Bd ETF						Core Fixed
iShares:3-7 Trs Bd ETF						Core Fixed
iShares:7-10 Trs Bd ETF						Core Fixed
iShares:BR Sh Mat Bd						Core Fixed
iShares:Core MSCI EAFE						International
iShares:Core MSCI EmMkts						Alternative
iShares:Core S&P 500						Core Equity
iShares:Core S&P Sm-Cp						Small/Mid Cap
iShares:Core S&P Tot USM						Core Equity
iShares:Curr Hgd EAFE						International
iShares:ESG A 1-5Yr CB						Core Fixed
iShares:ESG A MSCI EAFE						International
iShares:ESG A MSCI EM						Alternative
iShares:ESG A MSCI USA						Core Equity
iShares:ESG A USD CB						Core Fixed
iShares:ESG US Aggr Bd						Core Fixed
iShares:Glbl Tech						International
iShares:iBoxx $HY Corp						Alternative


iShares:iBoxx $IG Corp						Core Fixed
iShares:JPM USD EM Bd						International
iShares:MSCI China						Alternative
iShares:MSCI EAFE Gro						International
iShares:MSCI EAFE Sm-Cp						International
iShares:MSCI Em Mkts						Alternative
iShares:MSCI Gl MV Fctr						International
iShares:MSCI KLD 400 Soc						Core Equity
iShares:MSCI USA ESG Sel						Core Equity
iShares:MSCI USA Mom Fct						Core Equity
iShares:MSCI USA MVF						Core Equity
iShares:MSCI USA QF						Core Equity
iShares:MSCI USA Val Fct						Core Equity
iShares:Natl Muni Bond						Core Fixed
iShares:Russ 1000 ETF						Core Equity
iShares:Russ 1000 Gr ETF						Core Equity
iShares:Russ 1000 Vl ETF						Core Equity
iShares:Russ 2000 ETF						Small/Mid Cap
iShares:Russ 2000 Gr ETF						Small/Mid Cap
iShares:Russ 2000 Vl ETF						Small/Mid Cap
IShares:Silver Trust						Alternative
iShares:US Fnl Svc ETF						Core Equity
iShares:US Med Dev ETF						Core Equity
iShares:US Treasury Bond						Core Fixed
Janus Henderson Developed World Bond Fund;I						International
Janus Henderson Developed World Bond Fund;T						International
Martin Currie Emerging Markets Fund;A						Alternative
Martin Currie Emerging Markets Fund;I						Alternative
Monarch Ambassador Inc						Core Fixed
Monarch Blue Chips Core						Core Equity
Monarch ProCap						International
PGIM Global Total Return Fund;Z						International
PIMCO ETF:Enh SM Act ETF						Core Fixed
PIMCO Intl Bond Fund (US Dollar-Hedged);Inst						International
PIMCO Total Return Fund;Institutional						Core Fixed
Schwab International Index Fund						International
Schwab S&P 500 Index Fund						Core Equity
Schwab Str:Intl Eqty ETF						International
Schwab Str:IT US Tr ETF						Core Fixed
Schwab Str:ST US Tr ETF						Core Fixed
Schwab Str:US Br Mkt ETF						Core Equity
Schwab Str:US LC Gro ETF						Core Equity
Schwab Str:US LC Val ETF						Core Equity
Schwab Str:US Lg Cap ETF						Core Equity
Schwab Str:US Md Cp ETF						Small/Mid Cap
Schwab Str:US Sm Cap ETF						Small/Mid Cap
Schwab Str:US TIPS ETF						Core Fixed
Schwab Total Stock Market Index Fund						Core Equity


No ROP Rider Fee
Year	Cycle Investment Value (CIV)	1) AV Growth	2) Quarterly ROP DB Fee Percentage	ROP DB Fee	Withdrawals	CIV After Fees and Withdrawals	Units	Unit Value	3) Impact of ROP DB Fee
0	$100,000.00	—	—	—	$0.00	$0.00	10,000.00	$0.00	—
Q1	$101,250.00	1.25%	—	—	$0.00	$0.00	10,000.00	$0.00	—
Q2	$102,515.63	1.25%	—	—	$10,000.00	-$10,000.00	9,024.54	-$1.11	—
Q3	$93,672.08	1.25%	—	—	$0.00	$0.00	9,024.54	$0.00	—
Q4	$94,842.98	1.25%	—	—	$10,000.00	-$10,000.00	8,073.01	-$1.24	—

Annual ROP DB Fee 0.20%
Year	Cycle Investment Value (CIV)	1) AV Growth	2) Quarterly ROP DB Fee Percentage	ROP DB Fee	Withdrawals	CIV After Fees and Withdrawals	Units	Unit Value	3) Impact of ROP DB Fee
0	$100,000.00	—	—	$0.00	$0.00	$100,000.00	10,000.00	$10.00	—
Q1	$101,250.00	1.25%	0.05%	$50.63	$0.00	$101,199.38	9,995.00	$10.13	-$50.63
Q2	$102,464.37	1.25%	0.05%	$51.23	$10,000.00	$92,413.14	9,014.54	$10.25	-$102.49
Q3	$93,568.31	1.25%	0.05%	$46.78	$0.00	$93,521.52	9,010.03	$10.38	-$150.56
Q4	$94,690.54	1.25%	0.05%	$47.35	$10,000.00	$84,643.19	8,054.00	$10.51	-$199.78


Sel Sector:C Dsc SPDR						Core Equity
Sel Sector:C Stp SPDR						Core Equity
Sel Sector:Energy SPDR						Core Equity
Sel Sector:Finl S SPDR						Core Equity
Sel Sector:H Care SPDR						Core Equity
Sel Sector:Indust SPDR						Core Equity
Sel Sector:Matrls SPDR						Core Equity
Sel Sector:Rl Est SPDR						Core Equity
Sel Sector:Tech SPDR						Core Equity
Sel Sector:Util SPDR						Core Equity
SPDR Bbg 1-3 Mo T-Bill						Core Fixed
SPDR Bbg EM Local Bd						Alternative
SPDR Bbg High Yield Bd						Alternative
SPDR EURO STOXX 50						International
SPDR Gold						Alternative
SPDR Ptf Dev World ex-US						International
SPDR Ptf Int Term Trs						Core Fixed
SPDR Ptf IT Corp Bond						Small/Mid Cap
SPDR Ptf LT Treasury						Core Fixed
SPDR Ptf S&P 500						Core Equity
SPDR Ptf S&P 500 Value						Core Equity
SPDR Ptf ST Corp Bond						Core Fixed
SPDR S&P 400 Mid Cap Gro						Small/Mid Cap
SPDR S&P 600 Sm Cap Gro						Small/Mid Cap
SPDR S&P 600 Sm Cap Val						Small/Mid Cap
Templeton Foreign Fund;Advisor						International
Templeton Global Bond Fund;A						International
Templeton Global Bond Fund;Advisor						International
TIAA-CREF Social Choice Equity Fund;Retail						Core Equity
VanEck:JPM EM LC Bond						Alternative
VanEck:Semiconductor						Alternative
Vanguard 500 Idx;ETF						Core Equity
Vanguard Dev Mkt;ETF						International
Vanguard EM G B;ETF						Alternative
Vanguard EM St I;ETF						Alternative
Vanguard Gro Idx;ETF						Core Equity
Vanguard Int Trs;ETF						Core Fixed
Vanguard Int-T B;ETF						Core Fixed
Vanguard Lg-Tm Bd;ETF						Core Fixed
Vanguard MC V I;ETF						Small/Mid Cap
Vanguard Md-Cp I;ETF						Small/Mid Cap
Vanguard RE Idx;ETF						Alternative
Vanguard SC G Id;ETF						Small/Mid Cap
Vanguard S-C Id;ETF						Small/Mid Cap
Vanguard SC V I;ETF						Small/Mid Cap
Vanguard Sh-Tm B;ETF						Core Fixed
Vanguard ST IPSI;ETF						Core Fixed
Vanguard Tot Bd;ETF						Core Fixed


Vanguard Tot I S;ETF						International
Vanguard Tot Itl BI;ETF						Core Fixed
Vanguard Total Bond Market Index Fund;Admiral						Core Fixed
Vanguard Val Idx;ETF						Core Equity
Western Asset Core Bond Fund;A						Core Fixed
Western Asset Core Plus Bond Fund;A						Core Fixed
Western Asset Core Plus Bond Fund;I						Core Fixed
Western Asset Short-Term Bond Fund;I						Core Fixed
AAM S&P Em Mk Hi Div Val						Alternative
American Funds AMCAP Fund;F2						Core Equity
American Funds American Balanced Fund;F2						Core Equity
American Funds American High-Income Trust;F2						Alternative
American Funds American Mutual Fund;F2						Core Equity
American Funds Bond Fund of America;F2						Core Fixed
American Funds Capital Income Builder;F2						International
American Funds Capital World Gro & Inc Fd;F2						International
American Funds Global Balanced Fund;F2						International
American Funds Growth Fund of America;F2						Core Equity
American Funds Income Fund of America;F2						Core Equity
American Funds Inflation Linked Bond Fund;F2						Core Fixed
American Funds Investment Co of America;F2						Core Equity
American Funds Multi-Sector Income Fund;F2						Core Fixed
American Funds New Perspective Fund;F2						International
American Funds New World Fund;F3						Alternative
American Funds SMALLCAP World Fund;F2						Alternative
American Funds Strategic Bond Fund;F2						Core Fixed
American Funds US Government Securities Fd;F2						Core Fixed
American Funds Washington Mutual Inv Fund;F2						Core Equity
Anfield Universal Fixed Income Fund;I						Alternative
Avantis Core Fixed Income Fund;Institutional						Core Fixed
Avantis Core Fxd Inc						Core Fixed
Avantis Core Mun Fxd Inc						Core Fixed
Avantis Core Municipal Fixed Income Fund;Instl						Core Fixed
Avantis Emerging Markets Equity Fund;Instl						Alternative
Avantis Emg Mkts Eq						Alternative
Avantis International Equity Fund;Instl						International
Avantis International Small Cap Value Fund;Instl						Alternative
Avantis Intl Equity						International
Avantis Intl SC Val						Alternative
Avantis US Equity						Core Equity
Avantis US Equity Fund;Instl						Core Equity
Avantis US Sm Cap Val						Small/Mid Cap
Avantis US Small Cap Value Fund;Instl						Small/Mid Cap
Bridgeway Omni Small-Cap Value Fund						Small/Mid Cap
Calamos Global Convertible Fund;I						International
Cambria Glbl Asset Alloc						International
Cambria Global Mom ETF						International
Cambria Global Tail Risk						Alternative


Cambria Tail Risk						Alternative
Cambria Trinity ETF						Alternative
Cantor Growth Equity Fund;Institutional						Core Equity
Credit Suisse Floating Rate High Income Fund;Inst						Alternative
Delaware Corporate Bond Fund;Institutional						Core Fixed
Delaware Covered Call Strategy Fund;Institutional						Core Equity
Delaware Diversified Income Fund;Institutional						Core Fixed
Delaware Emerging Markets Debt Corporate Fund;Inst						Alternative
Delaware Emerging Markets Fund;Institutional						Alternative
Delaware Floating Rate Fund;Inst						Alternative
Delaware Global Listed Real Assets Fund;Inst						Alternative
Delaware Hedged US Equity Oppty Fd;Inst						Core Equity
Delaware High-Yield Opportunities Fund;Inst						Alternative
Delaware International Small Cap Fund;Inst						Alternative
Delaware International Value Equity Fund;Inst						International
Delaware Ivy Core Equity Fund;I						Core Equity
Delaware Ivy International Core Equity Fund;I						International
Delaware Ivy Large Cap Growth Fund;I						Core Equity
Delaware Ivy Mid Cap Growth Fund;I						Small/Mid Cap
Delaware Ivy Mid Cap Income Opportunities Fund;I						Small/Mid Cap
Delaware Mid Cap Value;Institutional						Small/Mid Cap
Delaware Premium Income Fund;Institutional						Core Equity
Delaware Small Cap Growth Fund;Institutional						Small/Mid Cap
Delaware Small Cap Value Fund;Institutional						Small/Mid Cap
Delaware Value Fund;Institutional						Core Equity
DFA Core Fixed Income						Core Fixed
DFA Em Core Eqty Mkt						Alternative
DFA Emerging Markets Value Portfolio;Instutional						Alternative
DFA Five-Year Global Fixed Income Portfolio;Inst						International
DFA Infl-Protected Secs						Core Fixed
DFA International Value						International
DFA Intl Core Eqty Mkt						International
DFA Municipal Bond Portfolio;Institutional						Alternative
DFA National Muni Bd						Alternative
DFA Short-Durtn Fxd Inc						Core Fixed
DFA Short-Term Extended Quality Portfolio;Inst						International
DFA Short-Term Municipal Bond Portfolio;Inst						Alternative
DFA Two-Year Global Fixed Income Portfolio;Inst						International
DFA US Core Eqty Mkt						Core Equity
DFA US Core Equity 2						Core Equity
DFA US Small Cap Portfolio;Institutional						Small/Mid Cap
DFA US Tgt Value						Small/Mid Cap
DFA World Ex US Cr Eq 2						International
Diamond Hill Large Cap Fund;I						Core Equity
Diamond Hill Small-Mid Cap Fund;I						Small/Mid Cap
Eaton Vance Global Macro Absolute Return Fund;I						Alternative
Federated Hermes Opportunistic High Yld Bd Fd;Svc						Alternative
Fidelity 500 Index Fund						Core Equity


Fidelity Advisor Corporate Bond Fund;I						Core Fixed
Fidelity Advisor Diversified Stock Fund;I						Core Equity
Fidelity Advisor Dividend Growth Fund;I						Core Equity
Fidelity Advisor Government Income Fund;I						Core Fixed
Fidelity Advisor Investment Grade Bond Fund;I						Core Fixed
Fidelity Advisor Large Cap Fund;I						Core Equity
Fidelity Advisor Mid Cap Value Fund;I						Small/Mid Cap
Fidelity Advisor Stock Selector All Cap;I						Core Equity
Fidelity Advisor Sustainable Multi-Asset Fund;I						Core Equity
Fidelity Blue Chip G ETF						Core Equity
Fidelity Blue Chip V ETF						Core Equity
Fidelity EM Multifctr						Alternative
Fidelity Extended Market Index Fund						Small/Mid Cap
Fidelity High Dividend						Core Equity
Fidelity Intl Multifctr						International
Fidelity Large Cap Growth Index Fund						Small/Mid Cap
Fidelity Large Cap Value Index Fund						Core Equity
Fidelity Mid Cap Growth Index Fund						Small/Mid Cap
Fidelity Mid Cap Index Fund						Small/Mid Cap
Fidelity Mid Cap Value Index Fund						Small/Mid Cap
Fidelity MSCI Financials						Core Equity
Fidelity MSCI Real Est						Alternative
Fidelity MSCI Utilities						Alternative
Fidelity Small Cap Growth Index Fund						Small/Mid Cap
Fidelity Small Cap Index Fund						Small/Mid Cap
Fidelity Small Cap Value Index Fund						Small/Mid Cap
Fidelity Small-Mid MF						Small/Mid Cap
Fidelity Total Market Index Fund						Core Equity
Fidelity US Sustainability Index Fund						Core Equity
Fidelity:Corporate Bond						Core Fixed
Fidelity:Inv Grade Bond						Core Fixed
Fidelity:Total Bond						Core Fixed
First Eagle Global Fund;I						International
First Eagle Global Income Builder Fund;I						International
Franklin Convertible Securities Fund;Advisor						Alternative
FT III:Hrzn MV Dev Itl						International
FT III:Hrzn MV Domstc						Core Equity
FT III:Hrzn MV Sm/Mid						Small/Mid Cap
FT:Value Line Dividend						Core Equity
Goldman Sachs High Yield Municipal Fund;Inst						Alternative
Hartford Schroders International Mlt-Cp Val Fd;I						International
IndexIQ:Merger Arbitrage						Alternative
Inspire 100 ETF						Core Equity
Inspire Corporate Bond						Core Fixed
Inspire Global Hope ETF						Small/Mid Cap
Inspire Small/Mid Cap						Small/Mid Cap
Invesco Blt 2022 CB						Core Fixed
Invesco Blt 2023 CB						Core Fixed


Invesco QQQ Trust 1						Core Equity
Invesco S&P SmCp LV						Small/Mid Cap
iShares:0-5 IG Corp Bd						Core Fixed
iShares:CMBS ETF						Alternative
iShares:Core MSCI TIS						International
iShares:Cr MSCI Intl DM						International
iShares:Cybersec & Tech						Alternative
iShares:Exp Tech ETF						Alternative
iShares:Gen Immu & HC						Alternative
IShares:Gold Trust						Alternative
iShares:Interest Rt HCB						Alternative
iShares:MSCI China A						Alternative
iShares:MSCI MV EAFE MVF						International
iShares:Russ Mid-Cap						Small/Mid Cap
JPMorgan Hedged Equity Fund;I						Core Equity
JPMorgan Mid Cap Equity Fund;I						Small/Mid Cap
Loomis Sayles Bond Fund;N						Core Fixed
Lord Abbett High Yield Fund;I						Alternative
Matthews Asia Growth Fund;Institutional						International
Nuveen ESG Em Mkt Eqty						Alternative
Nuveen ESG Hi Yld Crp Bd						Alternative
Nuveen ESG Intl DM Eq						International
Nuveen ESG Large-Cap Gro						Core Equity
Nuveen ESG Large-Cap Val						Core Equity
Nuveen ESG Mid-Cap Gro						Small/Mid Cap
Nuveen ESG Mid-Cap Val						Small/Mid Cap
Nuveen ESG Small-Cap						Small/Mid Cap
Nuveen ESG US Aggr						Core Fixed
Schwab Str:1000 Index						Core Equity
Schwab Str:EM Eqty ETF						Alternative
Segall Bryant & Hamill Plus Bond Fd;Inst						Core Fixed
Sel Sector:Comm Svc SPDR						Core Equity
SPDR MSCI EAFE SF						International
SPDR Ptf Aggregate Bond						Core Fixed
SPDR Ptf MB Bd						Alternative
SPDR Ptf S&P 500 Growth						Core Equity
SPDR S&P 500 ETF						Core Equity
Thornburg Income Builder Fund;I						International
Thornburg International Equity Fund;I						International
Vanguard Balanced Index Fund;Admiral						Core Equity
Vanguard Developed Markets Index Fund;Admiral						International
Vanguard FTSE xUS;ETF						International
Vanguard Intermediate-Term Treasury Index Fd;Adm						Core Fixed
Vanguard International Explorer Fund;Investor						International
Vanguard MC Val;ETF						Core Equity
Vanguard S&P SC600;ETF						Small/Mid Cap
Vanguard Sht-Term Inflation-Protected Sec Idx;Adm						Core Fixed
Vanguard Total Stock Market Index Fund;Admiral						Core Equity


Vanguard TSM Idx;ETF						Core Equity
Versus Capital MultiMgr Real Estate Inc Fd LLC;I						Alternative
Versus Capital Real Assets Fund LLC						Alternative
Wasatch Global Opportunities Fund;Institutional						Alternative
Wasatch Small Cap Value Fund;Inst						Small/Mid Cap
WisdomTree:Dyn Curr HIE						International
WisdomTree:US MdCp Div						Small/Mid Cap
WisdomTree:US SmCp Div						Small/Mid Cap
WisdomTree:Yld Enh US AB						Core Fixed
Xtrackers MSCI AW xUS Hd						International
Xtrackers USD HY Corp Bd						Alternative
AQR International Momentum Style Fund;R6						International
AQR Large Cap Momentum Style Fund;R6						Core Equity
Cohen & Steers Preferred Securities & Income Fd;I						Core Fixed
DFA US Targeted Value Portfolio;Institutional						Small/Mid Cap
DoubleLine Low Dur Em Mkts Fixed Income;I						Core Fixed
DoubleLine Total Return Bond Fund;I						Core Fixed
FT III:Pfd Sec & Inc						Core Fixed
Goldman:AB US Lg Cap Eq						Core Equity
GQG Partners US Select Quality Equity Fund;Inst						Core Equity
Guggenheim Total Return Bond Fund;Institutional						Core Fixed
Invesco S&P 500 Qual						Core Equity
Invesco S&P500 LowVl						Core Equity
John Hancock Disciplined Value Mid Cap Fund;Inst						Small/Mid Cap
JPMorgan:Div Ret Intl Eq						International
LSV Small Cap Value Fund;Institutional						Small/Mid Cap
MetWest Total Return Bond Fund;I						Core Fixed
MFS International Intrinsic Value Fund;I						International
PIMCO Income Fund;Institutional						Core Fixed
PRIMECAP Odyssey Aggressive Growth Fund						Small/Mid Cap
Schwab Small-Cap Index Fund						Small/Mid Cap
Schwab Str:US Agg Bd ETF						Core Fixed
T Rowe Price Blue Chip Growth Fund						Core Equity
T Rowe Price QM US SmCp Gro Eqty Fd;I						Small/Mid Cap
TCW Core Fixed Income Fund;I						Core Fixed
Vanguard Equity Income Fund;Admiral						Core Equity
VanEck:FA High Yld Bond						Core Fixed
VanEck:MS Wide Moat						Core Equity


Model Name						Tier
American Funds Conservative Growth and Income Model Portfolio (F-2)						A
American Funds Growth and Income Model Portfolio (F-2)						C
American Funds Moderate Growth and Income Model Portfolio (F-2)						B
American Funds Retirement Income Model Portfolio - Enhanced (F2)						B
American Funds Retirement Income Model Portfolio - Moderate (F-2)						A
AWF Core-Statelite 40/60						A
AWF Core-Statelite 50/50						B
AWF Core-Statelite 60/40						B
AWF Pure Index - Large 60/40						B
Beacon Vantage - 2.0 Aggressive						A
Beacon Vantage - 3.0 Aggressive						A
BlackRock GA Selects - 40/60						A
BlackRock GA Selects - 60/40						B
BlackRock GA Selects - 80/20						C
BlackRock Target Allocation ETF - 50/50						A
BlackRock Target Allocation ETF - 60/40						B
BlackRock Target Allocation ETF - 80/20						C
Commonwealth PPS Select Active - Balance Equity						B
Commonwealth PPS Select Active - Primarily Equity						C
Commonwealth PPS Select Core/Satellite - Balance Equity						B
Commonwealth PPS Select Passive - Balance Equity						B
Commonwealth PPS Select Passive - Primarily Equity						C
Delaware Funds Premier Strategic Core Allocation - Moderate						C
Delaware Funds Premier Strategic Core Allocation - Moderately Aggressive						B
Delaware Funds Premier Strategic Core Allocation with Alternatives - Moderate						C
Delaware Funds Premier Strategic Core Allocation with Alternatives - Moderately Aggressive						B
Dimensional Core ETF Wealth - 40/60						A
Dimensional Core ETF Wealth - 60/40						B
Dimensional Core ETF Wealth - 80/20						C
Dimensional Core Market ETF Wealth - 40/60						A
Dimensional Core Market ETF Wealth - 60/40						B
Dimensional Core Market ETF Wealth - 80/20						C
Dimensional Core Plus Wealth - 40/60						A
Dimensional Core Plus Wealth - 60/40						B
Dimensional Core Plus Wealth - 80/20						C
Dimensional Core Wealth - 40/60						A
Dimensional Core Wealth - 60/40						B
Dimensional Core Wealth - 80/20						C
Dimensional Social Wealth - 40/60						A
Dimensional Social Wealth - 60/40						B
Dimensional Social Wealth - 80/20						C
Dimensional Sustainability Wealth - 40/60						A
Dimensional Sustainability Wealth - 60/40						B


Dimensional Sustainability Wealth - 80/20						C
Dimensional Tax-Sensitive Wealth - 40/60						A
Dimensional Tax-Sensitive Wealth - 60/40						B
Dimensional Tax-Sensitive Wealth - 80/20						C
Dynamic Wealth Advisors DFA Model Mid-size - 50%						C
Dynamic Wealth Advisors DFA Model Mid-size - 60%						B
Dynamic Wealth Advisors DFA Model Mid-size - 70%						C
Dynamic Wealth Advisors ETF Model Mid-size - 50%						B
Dynamic Wealth Advisors ETF Model Mid-size - 60%						B
Dynamic Wealth Advisors ETF Model Mid-size - 70%						C
Dynamic Wealth Advisors ETF Model Mid-size - 80%						C
Franklin Templeton FT-12 - Core Allocation Portfolio - Conservative Growth						A
Franklin Templeton FT-12 - Core Allocation Portfolio - Growth						C
Franklin Templeton FT-12 - Core Allocation Portfolio - Moderate Growth						B
Inspire Model - Tier A						A
Inspire Model - Tier B						B
Inspire Model - Tier C						C
Kingsview Investment Management Multi-Strat - Balanced						B
Kingsview Investment Management Multi-Strat - Conservative						A
Kingsview Investment Management Multi-Strat - Moderate Aggressive						C
Kingsview Investment Management Multi-Strat - Moderate conservative						A
Limerick LFG 2 Conservative Growth						A
Limerick LFG 3 Moderate Growth						B
Limerick LFG 4 Moderate Growth						C
Limerick LFG 5 Growth						C
Limerick LFG 1 Conservative Growth						A
Nuveen ESG Growth model portfolios - Aggessive growth						C
Nuveen ESG Growth model portfolios - Conservative Growth						A
Nuveen ESG Growth model portfolios - Moderate conservative growth						A
Nuveen ESG Growth model portfolios - Moderate growth						B
Peavine Capital - Growth						B
Peavine Capital - Moderate						A
Peavine Capital - Conservative						A
Pension & Wealth Management Advisors PWM Global - Aggressive Growth						C
Pension & Wealth Management Advisors PWM Global - Conservative						A
Pension & Wealth Management Advisors PWM Global - Growth and Income						B
SEI Tactical ETF - Growth						B
SEI Tactical ETF - Stability						A
SEI Tactical ETF - Stability/Growth						A
Wake Wealth Care Management						C
WealthCare Pure Gamma Domestic Core - non-Qual - Balanced (50e/50f)						A
WealthCare Pure Gamma Domestic Core - non-Qual - Conservative (30e/70f)						A
WealthCare Pure Gamma Domestic Core - non-Qual - Growth (80e/20f)						C
WealthCare Pure Gamma Domestic Core - non-Qual - Moderate Growth(65e/35f)						B
WealthCare Pure Gamma Domestic Core - Qual - Balanced (50e/50f)						A
WealthCare Pure Gamma Domestic Core - Qual - Conservative (30e/70f)						A
WealthCare Pure Gamma Domestic Core - Qual - Growth (80e/20f)						C
WealthCare Pure Gamma Domestic Core - Qual - Moderate Growth(65e/35f)						B


WealthCare Resilent Portfolios Domestic - non-Qual - Balanced (50e/50f)						A
WealthCare Resilent Portfolios Domestic - non-Qual - Conservative (30e/70f)						A
WealthCare Resilent Portfolios Domestic - non-Qual - Growth (80e/20f)						C
WealthCare Resilent Portfolios Domestic - non-Qual - Moderate Growth(65e/35f)						B
WealthCare Resilent Portfolios Domestic - Qual - Balanced (50e/50f)						A
WealthCare Resilent Portfolios Domestic - Qual - Conservative (30e/70f)						A
WealthCare Resilent Portfolios Domestic - Qual - Growth (80e/20f)						C
WealthCare Resilent Portfolios Domestic - Qual - Moderate Growth(65e/35f)						B