Form 485BPOS COLLEGE RETIREMENT EQUIT

As filed with the U.S. Securities and Exchange Commission on April 29, 2026
Registration File No. 033-00480 and File No. 811-04415

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-3

College Retirement Equities Fund

(Exact Name of Registrant)

Not Applicable
(Name of Insurance Company)

730 Third Avenue
New York, New York 10017-3206

(Address of Insurance Company’s Principal Executive Offices)

Insurance Company’s Telephone Number, including Area Code: (212) 490-9000

Securities to be Registered: Interests in an open-end management investment company for individual and group
flexible payment deferred variable annuity contracts

Approximate Date of Proposed Public Offering:

As soon as practicable after effectiveness of the Registration Statement.

It is proposed that this filing will become effective (check appropriate box):

If appropriate, check the following box:

College Retirement Equities Fund (CREF)

Individual, group and tax-deferred variable annuity contracts

CREF can be used as an investment vehicle for long-term retirement savings or for other purposes. Before you invest in a CREF variable annuity contract, you need to carefully review this statutory prospectus (“Prospectus”). This document describes the variable annuity contracts CREF offers and contains essential information about the contracts and your investment options. Please read it carefully before investing and keep this document for your future reference.

You should be aware that investing in a CREF variable annuity contract involves financial risk and you could lose money. CREF does not guarantee the performance of your investments, and you bear all investment risks. This is an important consideration as you plan your financial future.

If you are an employee of a college, university, educational institution, research organization, governmental institution, or nonprofit organization, CREF offers you variable annuities and tax-deferred savings plans. CREF’s main purpose is to invest for your retirement through our investment options.

When you invest with CREF, you can choose from eight different investment accounts. Each Account offers four classes (each, a “class”) of accumulation or annuity units (collectively, “units”): Class R1, Class R2, Class R3, and Class R4. The class you select will determine specific aspects of your investment, including fees and features.

You or your employer can purchase a CREF variable annuity certificate or contract (which together will be referred to in this Prospectus as a “Contract”) in connection with certain types of retirement plans. CREF offers the following types of Contracts:

Subject to the terms of your Contract, if you are a new investor, you may be able to cancel your Contract within 10 days of receiving it without paying fees or penalties. Some states allow for a longer cancellation period. Upon cancellation, you will receive either a full refund of the amount you paid with your application or your total Contract value, depending on the circumstances. You should review this Prospectus carefully or consult with your financial professional to understand specific cancellation terms that may apply.

Additional information about certain investment products, including variable annuities, has been prepared by the Securities and Exchange Commission’s (“SEC”) staff and is available at Investor.gov.

The SEC has not approved or disapproved these securities or passed upon the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offense. The CREF Accounts are not insured or guaranteed by the U.S. Government, the Federal Deposit Insurance Corporation (“FDIC”) or any other governmental agency.

Table of contents

Special terms

This section defines key terms and phrases used in this Prospectus. To understand some definitions, you may have to refer to other defined terms.

● Account. Any of CREF’s investment portfolios. Each Account is a separate portfolio with its own investment objective, which offers four classes of units.

● Accumulation. The total value of your accumulation units under the Contract.

● Accumulation Phase. The period that begins with your first premium and continues until the entire Accumulation has been applied to purchase annuity income, has been transferred from an Account, or has been paid to you or a beneficiary.

● Accumulation Unit. A share of participation in an investment account for someone in the accumulation phase. Each class of each Account has its own accumulation unit value, which typically changes daily.

● Annuitant. The natural person whose life is used in determining the annuity payments to be received. You are the Annuitant under the Contract.

● Annuity. A written contract, typically between an individual or institutional (group) plan and an insurance company or similarly regulated entity, under which you make a single lump sum payment or a series of contributions in exchange for which the insurer or other entity agrees to make periodic payments to you.

● Annuity Partner. The person you name, if you choose to receive income under a two-life annuity, to receive an income for life if he or she survives you. In some Contracts, this person is referred to as the second annuitant.

● Annuity Phase. The period following the end of the Accumulation Period during which you (and your Annuity Partner, if you name one) receive annuity payments. Accumulations can be otherwise paid out without entering an Annuity Phase.

● Annuity Starting Date. The date you exchange accumulation units for annuity units in order to provide annuity payments, or the date you apply your Accumulation Units to a required minimum distribution annuity.

● Annuity Unit. A measure used to calculate the amount of annuity payments, which is based on the expenses of Class R3 of each Account.

● Beneficiary. Any person or institution you name, in a form satisfactory to us, to receive benefits if you die during the accumulation phase or if you (and your Annuity Partner, if you have one) die before the end of any guaranteed period.

● Business Day. Any day the New York Stock Exchange (“NYSE”) or its affiliated exchanges NYSE Arca Equities or NYSE American (collectively

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with NYSE, the “NYSE Exchanges”) is open for trading. A Business Day generally ends at 4 p.m. Eastern Time or when trading closes on the NYSE Exchanges, if earlier. A Business Day may end early only as of the latest closing time of the regular (or core) trading session of any of the NYSE Exchanges.

● Calendar Day. Any day of the year. Calendar days end at the same time as a Business Day.

● Class. Each Account issues four classes of units (Class R1, Class R2, Class R3 and Class R4), which have different administrative and distribution expenses.

● Commuted Value. The lump-sum amount that represents the present value of all future regular annuity payments due under an income option or method of payment not based on life contingencies. It is essentially the cash equivalent you would receive today instead of periodic payouts, actuarially calculated using factors such as interest rates, capital market assumptions, and life expectancy.

● Certificate. The CREF certificate issued to you when you received your contract, or if not then, on the later date you first participated in CREF, if applicable. The CREF certificate is a document you receive as an employee in a retirement plan (often through an employer) that outlines your participation in CREF, detailing your investments in the various CREF Accounts, and your option for lifetime income, serving as proof of your benefits under the CREF Contract.

● Contract. The individual, group and tax-deferred variable annuity Contracts described in this Prospectus under the section “The annuity contracts we offer,” including your certificate and any endorsements under the Contract.

● Eligible Institution. A nonprofit institution, including any governmental institution, organized in the United States.

● Employer. Your employer is the organization (e.g., plan sponsor) that remits your premiums that you invest under your Contract.

● Good Order. Actual receipt of an order along with all information and supporting legal documentation necessary to effect the transaction. The information and documentation generally include your complete application (or complete request for redemptions, transfers, or withdrawals or payment of death or other benefits), and any other information or supporting documentation we may require. With respect to purchase requests, “good order” also generally includes receipt of sufficient funds by us to effect the transaction. We may, in our sole discretion, determine whether any particular transaction request is in good order and reserve the right to change or waive any good order requirement at any time either in general or with respect to a particular plan, Contract, or transaction. In addition, it is also possible that if we

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are unable to reach you to obtain additional or missing information relating to incomplete applications, or if transaction requests are not in good order, the transaction may be canceled.

● Guaranteed Period. The period during which annuity payments remaining due after your death and the death of your Annuity Partner, if any, will continue to be paid to the payee named to receive them.

● Income Change Method. How you choose to have your annuity payments revalued. Under the annual income change method, your annuity payments are revalued once each year. Under the monthly income change method, your annuity payments are revalued every month.

● Income Option. Any of the ways you can elect to receive your annuity income. It is also referred to as an “annuity option.”

● Participant. Any person who owns a CREF Contract. Sometimes an employer can be a participant.

● Premiums. Monies invested to purchase Accumulation Units in one or more underlying Accounts. Premiums are subject to product-level fees and expenses such as investment management, administration, distribution, and mortality/expense charges.

● TIAA. Teachers Insurance and Annuity Association of America, which is the companion organization of CREF. TIAA offers variable and fixed annuities, such as TIAA Traditional, TIAA Real Estate Account, and TIAA Access, which may be offered alongside the CREF Accounts. TIAA is also the parent company of CREF’s investment adviser and distributor and serves as CREF’s administrator.

● Valuation Day. Any Business Day.

● You or Your. This means any Contract owner or any prospective Contract owner. In certain instances, in accordance with the terms of your employer plan, your employer may exercise or limit certain rights under your Contract or Certificate.

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Important information you should consider about the Contract

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Overview of the Contract

Purpose of the Contract

The Contract is a tax-deferred variable annuity contract designed for retirement planning and asset accumulation through investing in the Accounts. The Contract may be appropriate for you if you have a long investment time horizon and is not intended for individuals who may need to access invested funds within a short-term timeframe or on a frequent basis (except for the Money Market Account). In addition, the Contract is not intended for individuals who intend to engage in frequent transfers between the Accounts.

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Phases of the Contract

The Contract has two phases: (1) an accumulation phase (for savings) and (2) an annuity phase (for income). Generally speaking, the longer your accumulation phase, the greater your accumulated value may be for setting your annuity payouts and optional benefits should you choose to annuitize.

Accumulation phase

During the accumulation phase, earnings grow tax deferred until withdrawal and are taxed as ordinary income when withdrawn. Premiums are subject to your employer’s plan and IRC limits and may continue until the annuity starting date.

You can allocate your premiums across one or more of the Accounts available under the Contract and your employer’s plan. Amounts that you allocate to an Account will increase or decrease in dollar value depending on the investment performance of the Account. You bear the risk of any decline in the balance of your Contract resulting from the performance of the Accounts you have chosen. Your accumulation value could decline significantly, and there is a risk of loss of the entire amount invested. You should consider the investment objectives, risks, and charges and expenses of each Account carefully before making an investment decision. Additional information about each Account is provided in the Appendix at the end of this Prospectus.

At the end of the accumulation phase, if you choose to annuitize, we use the accumulated value of your investments to calculate the payments that will be made during the annuity phase.

Annuity phase

The annuity phase occurs after the annuity starting date and when you (and your Annuity Partner, if you name one) begin receiving regular annuity payments from your Contract. You will receive a stream of annuity payments for the payout period you elect. Subject to the provisions under your Contract and your employer’s plan, you can elect any one of the following options to receive annuity payments:

1. One-life annuity with or without a guaranteed period

2. Annuity for a fixed period

3. Two-life annuities with or without a guaranteed period

4. Required minimum distributions

5. Retirement transition benefit (single-sum payments)

Upon annuitization, your Accumulation is converted to Annuity payments and you will no longer be able to make any withdrawals from your Contract. Your Annuity Units remain allocated to the Accounts you selected. CREF participants can decide to fully or partially annuitize their investments in CREF when they desire to receive income payments. Partial annuitization is when a participant converts less than all of their Accumulation Units to Annuitization Units. If you partially annuitize, only the elected portion is applied to an income option (allocated to Annuity Units of the Accounts you selected), and the remainder of your Accumulation Units stays

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invested in the Accounts you selected. If you fully annuitize your entire Accumulation, generally, you will no longer be able to make withdrawals from your Contract, and all Accumulation Phase benefits terminate, including the death benefits. Please see CREF’s Statement of Additional Information (“SAI”) for additional detail about how the value of your Annuity Units and/or Accumulation Units is determined.

Subject to the provisions of your employer’s plan, you may elect an Income Test Drive, an optional feature that provides variable payments to you for a two-year period by taking withdrawals from your Contract. (See “Income Test Drive” below.)

Contract features

Withdrawals. Before your Contract is annuitized, you may take withdrawals. Withdrawals will reduce your account value and are subject to ordinary income tax and potential early withdrawal penalties if taken before age 59½.

Tax treatment. You can transfer money between Accounts tax-free, and if there are earnings on your investments, those earnings are generally tax deferred. You would be taxed when: (1) you make a withdrawal; (2) you surrender the Contract; (3) you receive an annuity payment from the Contract; (4) a death benefit is paid; or (5) if you default on a loan from your Contract.

Death benefits. The Contract includes a standard death benefit payable to your designated beneficiary at the time of your death.

Loans. Loans may be available for request under your employer’s plan, subject to applicable conditions (as discussed in further detail in section entitled “Loans” below).

Additional services. The Contract offers systematic options for withdrawals, transfers between Accounts, and financial intermediary fee payments, all subject to minimum amounts and/or scheduling requirements. These transactions may affect your Contract value and have tax implications.

Partial annuitization. Partial annuitization is when a participant converts less than all of their accumulation units to annuitization units. Under the terms of the Contract, CREF participants can decide to fully or partially annuitize their investments in CREF when they desire to receive lifetime income.

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Who we are and other related information

Corporate structure and registration

Founded by TIAA in New York in 1952 as the first ever variable annuity, CREF is a nonprofit membership corporation that operates as a diversified, open-end management investment company. Together, CREF and TIAA form one of the world’s largest retirement systems, primarily serving the education and research communities. As of December 31, 2025, CREF maintains net assets of

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approximately $292.0 billion, while the combined TIAA organization oversees approximately $1.506 trillion in total assets.

CREF is registered with the SEC under the Investment Company Act of 1940, as amended (the “1940 Act”), and, with its home office in New York, is subject to regulation by the New York State Department of Financial Services (“NYSDFS”) and the insurance departments of other jurisdictions where the Contracts are offered. For additional information, see the SAI.

The Accounts

CREF currently offers eight Accounts: Total Global Stock, Global Equities, Growth, S&P 500 Index, Core Bond, Inflation-Linked Bond, Responsible Balanced and Money Market. The Accounts are designed to fund individual and group variable contracts in retirement plans.

Although CREF owns the assets of each Account and the obligations under the Contract are obligations of CREF, each Account’s income, investment gains, and investment losses are credited to or charged against the assets of that Account without regard to CREF or the other Accounts’ other income, gains, or losses. Under New York law, no Account may be charged with liabilities of another Account.

It is important to understand that accumulation values will fluctuate based on investment performance. CREF provides no guarantees on investment returns, and participants assume all investment risks. CREF reserves the right to modify available Accounts through additions, removals, or mergers.

The availability of specific Accounts depends on your employer’s plan provisions. For qualified plans, earnings on accumulations are tax deferred until withdrawal or conversion to annuity income. You should carefully review all Contract documentation and consider consulting financial advisors before making investment decisions.

The information regarding each Account available under your Contract, including (i) its name; (ii) a statement concerning its investment objectives and strategies; (iii) its investment adviser; (iv) current expenses; and (v) performance is provided below in this Prospectus under “Appendix B—Additional information about the Accounts available under the Contract.” Expense information regarding the Accounts is located above in the section entitled “Fee and expense tables of each Contract.”

Portfolio holdings disclosure

A description of CREF’s policies and procedures with respect to the disclosure of the Accounts’ portfolio holdings is available in the SAI.

Voting rights

The number of votes a participant can cast is determined on an Account basis. Participants are entitled one vote per dollar of assets held in the

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Account’s accumulation fund and/or one vote per dollar of their assets underlying their annuity in the Account’s annuity fund on the record date.

For matters affecting all Accounts, every CREF participant may vote. However, when issues impact Accounts differently, voting is restricted to participants in affected Accounts only. Accounts unaffected by specific matters do not participate in those votes.

When matters concern individual classes, voting rights are limited to participants within the affected class. In cases where different classes have distinct interests, each class will vote separately.

Management of the Accounts

Investment management structure

TIAA-CREF Investment Management, LLC (“TCIM”), 730 Third Avenue, New York, NY 10017-3206, serves as the investment adviser for each CREF Account, subject to the Board of Trustees of CREF (“Board of Trustees” or “Board”) oversight. TCIM is a wholly controlled subsidiary of TIAA and is registered with the SEC under the Investment Advisers Act of 1940. Together with Teachers Advisors, LLC (“Advisors”), TCIM managed approximately $727.4 billion in assets as of December 31, 2025.

Management services and compensation

Under its investment management services agreement with CREF, TCIM’s duties include managing the assets of the Accounts, subject to Board of Trustees oversight. TCIM also coordinates with State Street Bank and Trust Company for the provision of portfolio accounting, custodial and related services for each Account. TCIM supervises and acts as liaison among certain other service providers to the Accounts. All services provided by TCIM to the Accounts are provided by TCIM at cost. During the fiscal year ended December 31, 2025, the Accounts reimbursed TCIM for its aggregate investment management expenses expressed as a percentage of the Accounts’ total net assets of .048%. TCIM offers its investment management services to the Accounts on an at-cost basis.

A discussion regarding the basis for the Board of Trustees’ approval of each Account’s investment management agreement is available in CREF’s most recent semiannual report to participants for the six-month period ended June 30.

Portfolio management

Each Account is managed by a team of portfolio managers, whose members are primarily responsible for the day-to-day management of the Account. The following is a list of members of the portfolio management teams primarily responsible for managing each Account’s investments, along with their relevant experience. The members of each team may change from time to time.

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The SAI provides additional disclosure about the compensation structure for each of the Accounts’ portfolio managers, the other accounts they manage, total assets in those accounts and potential conflicts of interest, as well as the portfolio managers’ ownership of accumulation units in each of the Accounts they manage.

Distribution framework

TIAA-CREF Individual & Institutional Services, LLC (“Services”), 730 Third Avenue, New York, NY 10017, a wholly controlled TIAA subsidiary, serves as the principal underwriter and distributor of the Contracts. Services is a SEC-registered broker-dealer and a member of FINRA. No commissions are paid to dealers as a percentage of purchase payments and underwriting commissions are not paid to Services for distribution of the Contracts. Each Account class pays an annual Rule 12b-1 fee to Services, which may not exceed 0.25% of average net assets, on an at-cost basis.

Administrative operations

TIAA, 730 Third Avenue, New York, NY 10017-3206, serves as CREF’s administrator and manages comprehensive administrative functions. These operations encompass participant recordkeeping, tax and financial reporting, accounting, legal, compliance, and Contract owner services. Administrative

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expenses are charged on an at-cost basis and may include expenses for direct services and plan-related recordkeeping and other support provided by TIAA entities for plans and participants using the Contracts.

About CREF’s expenses

CREF deducts expenses from the net assets of each class of each Account each Valuation Day for, among other services and expenses, investment management, administration, and distribution services. Please see the section above entitled “Fee and expense tables of each Contract” for the amounts of these estimated Account-level expenses. TIAA or subsidiaries of TIAA provide or arrange for the provision of these services for CREF on an “at cost” basis. CREF’s investment management, administration and distribution costs also include the cost of services provided by third parties. Each Account currently issues four classes of units under the Contracts: Class R1, Class R2, Class R3, and Class R4. There are differences among the expenses associated with each class, such as different administrative and distribution expenses, as described below.

Expense types

Investment management expenses. These expenses generally include investment management, portfolio accounting, and custodial services and are the same across all classes within an Account as a percentage of each class’s average daily net assets. These expenses are included in the category labeled “Management fees” in the expense table above.

Administrative expenses. Administrative expenses cover two types of expenses. The first type of expense is charged to each class to cover the administration and operations of CREF and the Contracts, including tax and financial reporting, accounting, legal and compliance, facilities and services for CREF, as well as expenses associated with participant-level Contract recordkeeping and other participant related services. The second type of expense is charged to Classes R1, R2, and R3 only and include certain costs associated with the provision by TIAA entities of recordkeeping (including costs related to administration of IRA Contracts), premium allocation, and other plan-related services for plans and their participants utilizing the Contracts. These administrative expenses are allocated to each CREF Account and to each class within an Account in accordance with applicable allocation procedures. This means participants invested in a particular CREF Account will be subject to different administrative expenses depending upon the class of the Account they own. These expenses are included in the category labeled “Other expenses: Administrative expenses” in the expense table above.

Distribution expenses. These expenses are paid under a distribution plan CREF has adopted authorizing payment of Rule 12b-1 or distribution expenses. These expenses are for all expenses associated with the provision of distribution

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services for the CREF Contracts and consistent with the administrative services, relate in part to expenses charged to each class and in part to expenses charged to Classes R1, R2, and R3 only. The distribution services include informing you about the Contracts and how you can invest, helping employers implement and manage retirement plans and for certain other purposes. The annual distribution expense charge will not be more than 0.25% of an Account’s average daily net assets attributable to any class. These expenses are allocated to each CREF Account and to each class within an Account in accordance with applicable allocation procedures. This means that participants invested in a particular CREF Account will be subject to different distribution expenses depending upon the class of the Account they own. These expenses are included in the category labeled “Other expenses: Distribution expenses” in the expense table above.

Mortality and expense risk charge. CREF deducts a mortality and expense risk charge paid to TIAA to guarantee CREF participants transferring funds to TIAA for the immediate purchase of lifetime payout annuities will not be charged more than the rate stipulated in the CREF Contract. This mortality and expense risk charge is a direct insurance charge and is not at-cost. This charge is the same across all Accounts and classes within an Account as a percentage of each class’s average daily net assets. This expense is included in the category labeled “Base contract expenses” in the expense table above.

Additional expense information

All expenses of an Account not specifically attributable to a particular class of that Account are generally allocated to each class of the Account on the basis of the net assets attributable to that class in relation to the aggregate net assets of the Account. Expenses attributable to a particular class are generally allocated to only that class based on the average daily net assets of all units within that class across all Accounts.

The estimated annual expense deduction rates that appear in this Prospectus reflect estimates of the amounts we currently expect to deduct to approximate the costs CREF will incur from May 1, 2026 through April 30, 2027. Actual expenses may be higher or lower.

After the end of every calendar quarter, CREF compares the amount deducted from each class of an Account with the expenses actually incurred by the class of the Account and, if there is a difference, it is added to or deducted from the class of the Account in equal daily installments over the remaining days of the quarter, provided that material differences may be repaid in the current calendar quarter, in accordance with accounting principles generally accepted in the United States of America. CREF’s at-cost deductions are based on projections of overall expenses and the assets of each class of an Account, and the size of any adjusting payments will be directly affected by how different the projections are from a class of an Account’s actual assets or expenses. To the extent that the cost projections substantially differ from an Account’s actual expenses, the cost deduction rates may be adjusted.

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The size of an Account’s assets can be affected by several factors, including premium growth, participant transfers into or out of the Account, and market performance affecting the value of the Account’s portfolio holdings. In addition, CREF’s operating expenses can fluctuate based on a number of factors, including participant transaction volume; operational efficiency; and technological, personnel, and other infrastructure costs. Historically, the adjusting payments have resulted in both upward and downward adjustments to CREF’s expense deductions for the following quarter.

CREF revises its expense rates (the daily deduction rate before the quarterly adjustment) from time to time, usually on an annual basis, in an effort to keep deductions as close as possible to actual expenses. CREF makes payments to Services for distribution services, pursuant to its 12b-1 plan, as described above.

TIAA plan pricing arrangements can affect the overall costs of retirement investment for employers and participants and are not reflected in the CREF “at cost” expenses described in this Prospectus. For example, because all Class R4 participants participate through employer retirement plans, the total expense to each Class R4 participant would include, in addition to the CREF expenses described in this Prospectus, plan-level fees for TIAA recordkeeping that the plan passes on to the participant. For Contracts offered under a retirement plan through your employer, please contact TIAA (as noted in the section of this Prospectus entitled “Information from TIAA: TIAA plan pricing, employer plan fees, and potential transfer fees” below) if you would like additional information.

Each Account currently issues four classes of units under the Contracts. CREF may in the future choose to offer additional or fewer classes of units of the Accounts.

Other than the Account-level expenses detailed in the section entitled “Fee and expense tables of each Contract” above, no other fees and expenses are charged by CREF, including no sales loads, charges for optional benefits, or administrative fees. No commissions are paid on transactions by CREF participants. All Account-level expenses are paid out of the assets of the Accounts. Depending upon your state of residence and personal circumstances, various premium and other tax consequences may apply to you. Some states assess premium taxes on the qualified accumulation based on current state insurance laws, subject to the provisions of your Contract, and our status in the state. Generally, premium taxes range from 0% to 1% on qualified annuity contract premiums, depending on the state. Please consult your personal tax advisor for more information on your personal tax circumstances.

Information from TIAA: TIAA plan pricing, employer plan fees, and potential transfer fees

TIAA provides recordkeeping and other plan-related services for many retirement plans and their participants investing in the CREF Accounts. An employer that sponsors a retirement plan typically agrees with TIAA on the

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services to be provided and a total price for providing these services to the plan and its participants. TIAA plan pricing arrangements can affect the overall costs of retirement investing for employers and participants. TIAA plan pricing arrangements are not reflected in the CREF Account expenses described in this Prospectus and may result in compensation to TIAA that is more or less than TIAA’s cost associated with services for any plan. In particular, although Class R4 participants will not be charged for any plan recordkeeping-related expenses through Class R4’s expense ratio, the overall expense to a participant would depend on the plan-level fees of TIAA for recordkeeping the plan passes on to a participant. The details of TIAA plan pricing arrangements are the sole responsibility of TIAA and the employer and are not reflected in this Prospectus. For additional information, call TIAA at 800-842-2252.

Your employer may, in accordance with the terms of your plan, instruct TIAA to withdraw amounts from your accumulations under your Retirement Choice or Retirement Choice Plus Contract, and, if your certificate so provides, on your GRA, GSRA, or GA Contract, to, among other things, meet the total plan price agreed to by TIAA and your employer for recordkeeping and other plan-related services. TIAA also reserves, in accordance with its procedures, the right to suspend or reinstate the employer’s instruction for a plan to make such withdrawals. The amount and the effective date of an employer plan fee withdrawal will be in accordance with the terms of your plan. Withdrawals are effected by TIAA solely at the instruction of the employer sponsoring the retirement plan, and a withdrawal cannot be revoked after its effective date under the plan.

Currently, TIAA does not charge CREF participants for transfers of their accumulations to the TIAA Traditional Annuity product. However, TIAA reserves the right to charge CREF participants in the accumulation phase a fee on transfers to TIAA Traditional in the future. CREF participants will receive prior notice of the imposition of such a transfer fee.

The annuity contracts we offer

Investment products and their tax implications

CREF offers various annuity contracts specifically designed for tax-qualified retirement plans under IRC Sections 401(a)/403(a) (including 401(k) plans), 403(b), 414(d), 415(m), 457(b), and 457(f), as well as Traditional, Roth, Rollover, and SEP IRAs. It is important to understand the tax advantages associated with these Contracts are solely derived from qualifying retirement plans or accounts. In contrast to many variable annuities, because these Contracts can invest in funds available to the general public, if the Contracts are not issued or purchased through one of these types of retirement plans, the taxes on gains will not be deferred. You should carefully consider the advantages and disadvantages of owning a variable annuity in a tax-qualified plan, as well as the costs and benefits of the Contract (including annuity income if you choose to

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annuitize all or a portion of our accumulation), before you purchase the Contract in a tax-qualified plan. We also offer non-qualified ATRA (After-Tax Retirement Annuity) Contracts. We are not making any representation regarding the tax qualification status of any plan.

Investment risk disclosure

As with all variable annuities, your accumulation value will fluctuate based on the investment performance of your selected Accounts over time. CREF does not guarantee investment performance of the Accounts, and investors bear the entire investment risk.

Contract types

The following contracts are available, subject to employer plan and eligibility requirements.

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Important considerations

● All transactions must be in good order, requiring complete documentation, and, where applicable, sufficient funds.

● Contract values are subject to market fluctuations.

● State regulatory approval may be pending for certain Contracts and they may not be currently available in your state. There are no material state variations of the same contract type from one state-specific contract to another state-specific contract in terms of features, restrictions, limitations, benefits and charges.

● We reserve the right to make changes to CREF, the Accounts or the Contracts as required by applicable laws or at our discretion, subject to necessary regulatory approvals.

● CREF may become an insurance company separate account of TIAA, as permitted by law and regulatory approvals.

● Special rules and restrictions apply to contracts, plans and IRAs, including income limitations. Consult your qualified tax advisor for more information.

Starting out and how to purchase a contract

Contract issuance

We will issue your Contract upon receiving a completed application or enrollment form in good order. Good order signifies our actual receipt of your transaction request accompanied by all necessary information and supporting legal documentation. For purchases, this includes sufficient funds to execute the transaction. We may, in our sole discretion, determine whether any particular transaction request (including, among others, a purchase, redemption, or withdrawal request or request to pay benefits) is in good order and reserve the right to change or waive any good order requirement at any time either in general or with respect to a particular plan, Contract or transaction.

Application processing

If we do not receive the necessary information and signed documentation within five Business Days of the receipt of the initial premium, we will return your initial premium at that time. Furthermore, if we cannot reach you to obtain additional or missing information, we may cancel the transaction.

Investment protocol

When we receive premiums from your employer and (where applicable) your completed application before receiving your specific allocation instructions, or if your allocation instructions violate employer plan restrictions or do not total 100%, we will invest all premiums in your employer’s designated default option. Your employer’s designation of a default option serves as an instruction to us for

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premium allocation. You must consult your plan documents or plan administrator to learn about your employer’s designated default option. Further, to the extent you hold an IRA Contract, the default option will be that fund or Account specified in your IRA forms.

Future premium management

Upon receiving complete allocation instructions in good order, we will follow your instructions for future premiums. However, you must specifically request the transfer of previously allocated premiums (and earnings or losses on them) from the default option to your chosen investments.

Premium contribution parameters

CREF currently does not restrict premium contribution amounts or their frequency, though we maintain the right to implement such restrictions. Your employer’s retirement plan may impose limitations on premium amounts. IRA contributions and IRC-qualified plans have specific restrictions regarding total annual premiums. There are currently no minimum account values and we do not charge a low balance fee.

Payment acceptance policy

We do not accept credit cards, money orders, traveler’s checks, or digital currencies, including virtual or cryptocurrency. Additionally, we will not accept third-party checks when the payor’s relationship to the Contract owner is not clearly identifiable on the check’s face.

Federal compliance requirements

Federal law requires financial institutions to obtain, verify, and record identifying information for all Contract purchasers. This includes your legal name, street address (post office boxes are not accepted), date of birth, and Social Security number. Additional information may be required. Without this information, we cannot issue a Contract or process transactions.

Regulatory oversight

Under certain circumstances, we may be required to block transactions, refuse premium payments, or decline transfer, withdrawal, or benefit requests until we receive appropriate regulatory clearance. We may also need to report account information to government regulators without prior notice or consent.

Class eligibility

CREF currently maintains four distinct unit classes (Class R1, Class R2, Class R3, and Class R4) for each Account. While investment allocation remains uniform across the Account’s portfolio for all classes, investors should be aware of

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differences in expense structures that directly impact their returns. Each class carries unique administrative and distribution expense ratios, and higher expense ratios associated with certain classes will result in diminished investment returns compared to classes with lower expense structures.

Eligibility for Classes R1, R2, and R3 is generally determined by total retirement plan assets invested across all CREF Accounts at the institutional level. For non-retirement plan assets, eligibility depends on the specific product vehicle holding CREF assets. Class R4 eligibility is restricted to institutions that have implemented Retirement Choice/Retirement Choice Plus Contracts and maintain an active recordkeeping services agreement with TIAA.

All annuity units and Individual Retirement Accounts (IRA) are consolidated with Class R3, which may change at CREF’s discretion.

Generally, class eligibility is as follows:

Please contact CREF directly if you have any questions or would like assistance in determining your class eligibility. CREF reserves the right to modify, suspend, or change eligibility requirements. CREF may add, delete, or modify one or more classes.

Choosing accounts

After you receive your Contract, you can allocate your premiums among the Accounts unless your employer’s plan blocks some Accounts. If you have RAs, GRAs, GSRAs, or Keoghs, your employer cannot block the Total Global Stock or Money Market Accounts. Allocations you make to an ATRA, SRA, or IRA are not subject to your employer’s plan. You can change your allocation for future premiums by:

● Using the TIAA website’s account access feature at tiaa.org

● Calling our Automated Telephone Service (24 hours a day) at 800-842-2252

● Writing to TIAA at P.O. Box 1259, Charlotte, NC 28201

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You may be required to complete and return certain forms (in good order) to effect these transactions.

Determining the value of your contract—accumulation units

To determine the amount of money in your account, we use a measure called an accumulation unit. The accumulation unit value (“AUV”) for each class of each Account depends on the Account’s investment performance and the expenses of that class. We calculate AUV at the end of each Valuation Day. Your accumulation equals the number of accumulation units you own in a class of an Account multiplied by the AUV for that class.

How we value assets

General valuation methods

TCIM oversees the calculation of the values of the portfolio assets in each Account as of the close of every Valuation Day. For Accounts other than the Money Market Account, we generally use market quotations or values obtained from independent pricing services to value securities and other instruments held by the Accounts. When market quotations are not readily available or not considered reliable, we will value the securities using fair value methodologies determined in good faith under procedures approved by the Board of Trustees.

Fixed-income securities valuation

For fixed-income instruments, we generally utilize matrix pricing, a form of fair value pricing. Fair value is also applied when events affecting investment values (as determined in TCIM’s discretion) occur between the time a security’s price is determined and when the AUV is calculated. For example, we will use a domestic security’s fair value when an exchange on which the security is principally traded closes early or when trading in the security is halted and does not resume before the AUV is calculated.

Fair value pricing may rely on quantitative models or individual judgment, potentially resulting in changes to the prices of portfolio securities that are used to calculate the AUV. While this approach is applied security-by-security, Accounts holding foreign securities generally experience fair value pricing more frequently than Accounts that do not hold foreign securities.

Foreign securities valuation

Fair value pricing is commonly applied to securities primarily traded outside the United States, particularly when there are market movements in the United States after foreign markets have closed, and there is the expectation that securities traded on foreign markets will adjust based on market movements in the United States when their markets open the next day. In these cases, we will fair value certain foreign securities when it is believed the last traded price on the foreign market does not reflect the value of that security at the end of any

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Valuation Day (generally 4:00 p.m. Eastern Time). This process helps prevent “stale price arbitrage” by market timers who might otherwise take advantage of the perceived price differences between closed foreign markets and U.S. markets to the detriment of longer-term investors. Fair value pricing for foreign securities will reduce some of the certainty in pricing obtained by using actual market close prices.