Form 485BPOS GUARDIAN INSURANCE &

October 3, 2025 1:49 PM EDT

Registration No. 333-272291

 

 
 

SECURITIES AND EXCHANGE COMMISSION

100 F Street, N.E.

Room 1680

WASHINGTON, D.C. 20549

202-551-5850

 

 

FORM N-4

 

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

PRE-EFFECTIVE AMENDMENT NO.  

POST-EFFECTIVE AMENDMENT NO. 8 

 

 

THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.

(Name of Insurance Company)

 

 

10 Hudson Yards, New York, New York 10001

(Address of Insurance Company’s Principal Executive Offices)

212-598-8714

(Insurance Company’s Telephone Number, including Area Code)

 

 

 

Patrick D. Ivkovich, Senior Counsel

The Guardian Insurance & Annuity Company, Inc.

10 Hudson Yards

New York, New York 10001

212-598-8714

(Name and Address of Agent for Service)

  

Copy to:

Dodie C. Kent, Esq.

Eversheds Sutherland (US) LLP

1114 Avenue of the Americas, 40th Floor

New York, NY 10036-7703

 

 

Approximate Date of Proposed Public Offering: Continuously on and after the effective date of this registration statement.

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

 

 

immediately upon filing pursuant to paragraph (b)

 

 

on October 3, 2025 pursuant to paragraph (b)

 

 

60 days after filing pursuant to paragraph (a)(1)

 

 

on (date) pursuant to paragraph (a)(1) of rule 485 under the Securities Act of 1933 (“Securities Act”).

If appropriate, check the following box:

 

 

This post-effective amendment designates a new effective date for a previously filed post-effective amendment.

Check each box that appropriately characterizes the Registrant:

 

 

New Registrant (as applicable, a Registered Separate Account or Insurance Company that has not filed a Securities Act registration statement or amendment thereto within 3 years preceding this filing)

 

 

Emerging Growth Company (as defined by Rule 12b-2 under the Securities Exchange Act of 1934 (“Exchange Act”))

 

 

If an Emerging Growth Company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act

 

 

Insurance Company relying on Rule 12h-7 under the Exchange Act

 

 

Smaller reporting company (as defined by Rule 12b-2 under the Exchange Act)

This Post-Effective Amendment No. 8 incorporates by reference the information contained in the Prospectus and Statement of Additional Information of Post-Effective Amendment No. 5 to the Registration Statement on Form N-4 (Reg. No. 333-272291), filed on April 30, 2025

 

 
 


PART C

OTHER INFORMATION

Item 27. Exhibits

 

(a)   Board of Directors Resolution – Not Applicable
(b)   Custodian Agreements – Not Applicable
(c)   Underwriting Agreement – Incorporated herein by reference to Post-Effective Amendment No.  20 to the Registration Statement on Form N-4 (Reg. No. 333-153840), filed on April 27, 2015.
(d)(1)   Form of Single Premium Deferred Registered Index-Linked Annuity Contract – Incorporated herein by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form S-1 (Reg. No. 333-272291), filed on February  2, 2024.
(d)(2)   Form of Point-to-Point with Buffer Protection Index Strategy Rider – Incorporated herein by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form S-1 (Reg. No. 333-272291), filed on February 2, 2024.
(d)(3)   Form of Point-to-Point with Floor Protection Index Strategy Rider – Incorporated herein by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form S-1 (Reg. No. 333-272291), filed on February 2, 2024.
(d)(4)   Form of Fixed Rate Strategy Rider – Incorporated herein by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form S-1 (Reg. No. 333-272291), filed on February 2, 2024.
(d)(5)   Form of Return of Premium Death Benefit Rider – Incorporated herein by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form S-1 (Reg. No. 333-272291), filed on February 2, 2024.
(d)(6)   Form of Waiver of Surrender Charge for Terminal Illness and Nursing Care Rider – Incorporated herein by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form S-1 (Reg. No. 333-272291), filed on February  2, 2024.
(e)   Form of Application for Single Premium Deferred Registered Index-Linked Annuity Contract – Incorporated herein by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form S-1 (Reg. No. 333-272291), filed on February  2, 2024.
(f)(1)   Certificate of Incorporation of The Guardian Insurance  & Annuity Company, Inc. – Incorporated herein by reference to the Registration Statement on Form N-4, Reg. No. 333-187762, Accession Number: 0001193125 13-143901, filed on April 4, 2013.
(f)(2)   By-Laws of The Guardian Insurance  & Annuity Company, Inc. – Incorporated herein by reference to the Registration Statement on Form N-4 (Reg. No. 333-187762), Accession Number: 0001193125 13-143901, filed on April 4, 2013.
(g)   Reinsurance Contracts – Not Applicable
(h)   Participation Agreements – Not Applicable
(i)   Administrative Contracts – Not Applicable
(j)   Other Material Contracts – Not Applicable
(k)   Opinion re Legality – Incorporated herein by reference to the Registration Statement on Form N-4 (Reg. No. 333-272291), Accession Number: 0001193125-24-283083, filed on December 20, 2024.
(l)   Consent of Independent Public Accounting Firm – Filed herein
(m)   Omitted Financial Statements – Not Applicable
(n)   Initial Capital Agreements – Not Applicable
(o)   Form of Initial Summary Prospectus – Incorporated herein by reference to the Registration Statement on Form N-4 (Reg. No. 333-272291), Accession Number: 0001193125-24-283083, filed on December 20, 2024.


(p)   

Powers of Attorney –

 

(1) Incorporated herein by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form S-1 (Reg. No. 333-272291), filed on February  2, 2024.

 

(2) Power of attorney executed by Jeffrey Turcotte – Incorporated herein by reference to Post-Effective Amendment No. 5 to the Registration Statement on Form N-4 (Reg. No. 333-272291), filed on April 30, 2025.

 

(3) Power of attorney executed by Keith Namiot and Andrew Gordon – Incorporated herein by reference to Post-Effective Amendment No. 7 to the Registration Statement on Form N-4 (Reg. No. 333-272291), filed on August 27, 2025.

(q)    Letter Regarding Change in Certifying Accountant – Not Applicable
(r)   

Historical Current Limits on Index Gains – Incorporated herein by reference to Pre-Effective Amendment No. 5 to the Registration Statement on Form N-4 (Reg. No. 333-272291), filed on April 30, 2025.

 

Item 28.

Directors and Officers of the Insurance Company

The following is a list of directors and principal officers of The Guardian Insurance & Annuity Company, Inc. (“GIAC”).

THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.

DIRECTOR & OFFICER ROSTER

 

Name and Principal Business Address:

  

Positions and Offices with Depositor

Keith Namiot

10 Hudson Yards, New York, NY 10001

   Director and President

Andrew Gordon

10 Hudson Yards, New York, NY 10001

   Director

Kevin Molloy

10 Hudson Yards, New York, NY 10001

   Director

Jeffrey Turcotte

10 Hudson Yards, New York, NY 10001

   Director and Chief Actuary

Nicholas Liolis

10 Hudson Yards, New York, NY 10001

   Chief Investment Officer

Maurice Gordon

10 Hudson Yards, New York, NY 10001

   Senior Managing Director, Head of Private Equity

Kermitt Brooks

10 Hudson Yards, New York, NY 10001

   Chief Legal Officer

Harris Oliner

10 Hudson Yards, New York, NY 10001

   Associate General Counsel, Corporate Secretary

Mark Tynkov

10 Hudson Yards, New York, NY 10001

   Illustration Actuary

Carl Desrochers

700 South Street, Pittsfield, MA 01201

   Head of IM Finance and Actuarial

Robert J. Crimmins

10 Hudson Yards, New York, NY 10001

   Managing Director, Fixed Income Strategy

John Gargana

10 Hudson Yards, New York, NY 10001

   Managing Director, Head of Structured Products & Fixed Income Trading


Name and Principal Business Address:

  

Positions and Offices with Depositor

Chi M. Kwok

10 Hudson Yards, New York, NY 10001

   Managing Director, Actuary, Asset Liability Management

David Padulo

10 Hudson Yards, New York, NY 10001

   Managing Director, Co-Head Investment Grade Corporates

Cheng Wang

10 Hudson Yards, New York, NY 10001

   Managing Director, Private Equity

Peter O’Brien

10 Hudson Yards, New York, NY 10001

   Managing Director, Chief Administration Officer

Jeff Butscher

6255 Sterner’s Way, Bethlehem, PA 18017

   Chief Compliance Officer & Rule 38a-1 Chief Compliance Officer

Stuart Carlisle

10 Hudson Yards, New York, NY 10001

   Head of Product Fund Management

Kimberly Delaney Geissel

6255 Sterner’s Way, Bethlehem, PA 18017

   Strategic Initiatives Executive

Debra Udicious

10 Hudson Yards, New York, NY 10001

   Corporate Treasurer

Andrew Baj

10 Hudson Yards, New York, NY 10001

   Derivatives Officer

Larry Weiss

10 Hudson Yards, New York, NY 10001

   Head of Asset Management Accounting & Mutual Fund Treasurer

Nahulan Ethirveerasingam

10 Hudson Yards, New York, NY 10001

   Head of Annuity Product Management

Alex D. Borress

101 Crawfords Corner Rd. Holmdel, NJ 07733

   Senior Lead Actuary, Head of Life & Annuity Pricing

Mordechai Shapiro

10 Hudson Yards, New York, NY 10001

   Senior Director, Actuary, Asset & Liability Management

Demetrios Tsaparas

10 Hudson Yards, New York, NY 10001

   Senior Director, Structured Products

Martin Vernon

10 Hudson Yards, New York, NY 10001

   Managing Director, Co-Head Investment Grade Corporates

Shawn P. McGrath

700 South Street, Pittsfield, MA 01201

   Individual Markets Controller

Christian Mele

6255 Sterner’s Way, Bethlehem, PA 18017

   Head of GIAC Annuity & New Business Operations

Mariana Slepovitch

10 Hudson Yards, New York, NY 10001

   Senior Actuary, Corporate

Tyla Reynolds

10 Hudson Yards, New York, NY 10001

   Assistant General Counsel, Assistant Corporate Secretary

Lisa DiMario

10 Hudson Yards, New York, NY 10001

   Assistant Treasurer

Brian Hagan

10 Hudson Yards, New York, NY 10001

   Anti-Money Laundering Officer

John J. Monahan

6255 Sterner’s Way, Bethlehem, PA 18017

   Senior Compliance Lead, Individual Markets


Item 29.

Persons Controlled by or under Common Control with the Insurance Company

The following list sets forth the persons directly controlled by The Guardian Life Insurance Company of America (“Guardian Life”), the parent company of GIAC, the insurance company Registrant. Those entities that are indented under another entity are subsidiaries of that entity and, therefore, indirect subsidiaries of Guardian Life.

 

LOGO

 

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Item 30. Indemnification

The By-Laws of The Guardian Insurance & Annuity Company, Inc. provide that the Company shall, to the fullest extent legally permissible under the General Corporation Law of the State of Delaware, indemnify and hold harmless officers and directors of the Corporation for certain liabilities reasonably incurred in connection with such person’s capacity as an officer or director.

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

No director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law; (iii) under Section 164 of the Delaware General Corporation Law, or (iv) for any transaction for which the director derived an improper personal benefit.

Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel, the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

Item 31. Principal Underwriters

(a) Park Avenue Securities LLC (“PAS”) is the principal underwriter for the Contract. In addition, PAS is the distributor of variable annuity and variable life insurance contracts currently offered by GIAC through its separate accounts, The Guardian/Value Line Separate Account, The Guardian Separate Account A, The Guardian Separate Account B, The Guardian Separate Account C, The Guardian Separate Account E, The Guardian Separate Account F, The Guardian Separate Account K, The Guardian Separate Account M, The Guardian Separate Account N, The Guardian Separate Account Q, The Guardian Separate Account R, Separate Account 1 and Separate Account 2 which are all registered as unit investment trusts under the 1940 Act.

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

PARK AVENUE SECURITIES LLC

MANAGER & OFFICER ROSTER

 

OFFICER AND PRINCIPAL BUSINESS ADDRESS

 

OFFICER TITLE

Marianne Caswell   Manager and President
10 Hudson Yards, New York, NY 10001  

Michael Perry

  Manager

10 Hudson Yards, New York, NY 10001

 
Leyla Lesina   Manager
10 Hudson Yards, New York, NY 10001  
Carl Desrochers   Manager
700 South Street, Pittsfield, MA 01201  
Harris Oliner   Associate General Counsel, Corporate Secretary
10 Hudson Yards, New York, NY 10001  


OFFICER AND PRINCIPAL BUSINESS ADDRESS

 

OFFICER TITLE

Carly Maher   Head of Wealth Management Strategy and Business Operations
10 Hudson Yards, New York, NY 10001  
Jack Fatica   Head of Wealth Management Business Development
10 Hudson Yards, New York, NY 10001  
Ravin Puri   Corporate Development and Partnerships Lead
10 Hudson Yards, New York, NY 10001  
Joshua Hergan   Assistant General Counsel
10 Hudson Yards, New York, NY 10001  
Joe Gallo   Chief Compliance Officer
10 Hudson Yards, New York, NY 10001  
Shawn McGrath   Individual Markets Controller
700 South Street, Pittsfield, MA 01201  
Allen Boggs   Head of Supervision and Business Risk
10 Hudson Yards, New York, NY 10001  
Damon Gruss   Leader – Advisor Advocacy and Escalations
10 Hudson Yards, New York, NY 10001  
Michael Ryniker   Head of Operations
10 Hudson Yards, New York, NY 10001  
Amy Estrada   Manager of Operations
10 Hudson Yards, New York, NY 10001  
Brandon Bloeth   Senior Manager, Wealth Management Strategic Initiatives
10 Hudson Yards, New York, NY 10001  
Robert D. Grauer   Associate General Counsel, Assistant Corporate Secretary
10 Hudson Yards, New York, NY 10001  
Tyla Reynolds   Assistant General Counsel, Assistant Corporate Secretary
10 Hudson Yards, New York, NY 10001  
Kyle Hooper   Senior Counsel, Assistant Corporate Secretary
10 Hudson Yards, New York, NY 10001  
Rose Burachio   Assistant Corporate Secretary
10 Hudson Yards, New York, NY 10001  
Brian Hagan   Anti-Money Laundering Compliance Officer
101 Crawfords Corner Rd, Holmdel, PA 07733  

PAS, as the principal underwriter of the Contract, received, either directly or indirectly, the following commissions or other compensation from GIAC during the fiscal year ended December 31, 2024.

 

Name of Principal
Underwriter

   Net Underwriting
Discounts
     Compensation
on Redemption
     Brokerage
Commission
     Other
Compensation
 

Park Avenue Securities LLC

     N/A        N/A        N/A        N/A  


Item 31A. Information about Contracts with Index-Linked Options and Fixed Options Subject to a Contract Adjustment

 

Name of
Contract

  Number of
Contracts
Outstanding
    Total Value
Attributable to
the Index-

and/or Fixed
Option subject to
a Contract
Adjustment
    Number
of
Contracts
Sold
During
the Prior
Calendar
Year
    Gross Premiums
Received During
the Prior
Calendar Year
    Amount of
Contract
Value
Redeemed
During the
Prior
Calendar
Year
    Combination
Contract
(Yes/No)
 

Guardian MarketPerform®

    513     $ 82,468,162.92       514     $ 77,141,918.44     $ 67,166.62       No  

Item 32. Location of Accounts and Records

Not Applicable.

Item 33. Management Services

Not Applicable.

Item 34. Fee Representation and Undertakings

GIAC hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to include any prospectus required by section 10(a)(3) of the Securities Act; and

(2) For purposes of determining any liability under the Securities Act, 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.


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant, The Guardian Insurance & Annuity Company, Inc., certifies that it meets all of the requirements for effectiveness of this registration statement under Rule 485(b) under the Securities Act and has duly caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in New York, New York on this 3rd day of October, 2025.

 

THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC. (REGISTRANT)
By:  

/s/ Keith Namiot*

 

Keith Namiot

  President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Signatures

  

Title

/s/ Keith Namiot*

Keith Namiot

  

President and Director

(Principal Executive Officer)

/s/ Carl Desrochers*

Carl Desrochers

  

Head of IM Finance and Actuarial

(Principal Financial & Accounting Officer)

/s/ Andrew Gordon*

Andrew Gordon

  

Director

/s/ Kevin Molloy*

Kevin Molloy

  

Director

/s/ Jeffrey Turcotte*

Jeffrey Turcotte

  

Chief Actuary & Director

 

*By: /s/ Patrick D. Ivkovich

    Date: October 3, 2025
Patrick D. Ivkovich    
Attorney-In-Fact    
Pursuant to Power of Attorney.    


EXHIBIT INDEX

 

Item

  

Exhibit

(l)    Consent of Independent Public Accounting Firm

ATTACHMENTS / EXHIBITS

CONSENT OF INDEPENDENT PUBLIC ACCOUNTING FIRM



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