Form 485BPOS NATIONWIDE LIFE INS CO
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E-mailAs filed with the Securities and Exchange Commission on April 27, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933File No. 333-289519
Pre-Effective Amendment No.
☐
Post-Effective Amendment No. 8
☒
(Check appropriate box or boxes.)
Nationwide Life Insurance Company
(Name of Insurance Company)
One Nationwide Plaza, Columbus, Ohio 43215
(Address of Insurance Company's Principal Executive Offices) (Zip Code)
(614) 249-7111
Insurance Company's Telephone Number, including Area Code
Denise L. Skingle, Senior Vice President and Secretary
One Nationwide Plaza, Columbus, Ohio 43215
One Nationwide Plaza, Columbus, Ohio 43215
(Name and Address of Agent for Service)
May 1, 2026
Approximate Date of Proposed Public Offering
It is proposed that this filing will become effective (check appropriate box):
☐ immediately upon filing pursuant to paragraph (b)
☒ on May 1, 2026 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)
Nationwide DefenderSM Annuity
Individual Single Purchase Payment Deferred Annuity Contract with Index-Linked Strategies
Issued by
Nationwide Life Insurance Company
The date of this prospectus is May 1, 2026.
This prospectus describes the Nationwide DefenderSM Annuity, an individual single purchase payment deferred annuity contract with index-linked strategies (the "Contract").
The Contract described in this prospectus is not available in Oregon, New York, or the Virgin Islands.
This prospectus contains important information about the Contract that should be understood before investing. Please read this prospectus carefully and keep it for future reference.
Index-linked annuity contracts are complex investments and involve risks, including the risk of substantial loss of your principal investment. Only one Purchase Payment is allowed under the Contract.
Prior to an election to annuitize the Contract, the Contract offers as investment options a Fixed Strategy providing principal protection and a guaranteed fixed rate of interest, and Index Strategies that are based in part on the performance of a specified market index over a period of time, subject to a level of protection against loss. Additional information about the investment options is available in "Appendix A: Investment Options Available Under the Contract."
All Index Strategies have a percentage of downside protection called a "Buffer" that provides limited protection against loss from negative Index Performance. The currently offered Index Strategies provide either a 10% or 20% Buffer. A higher percentage Buffer provides more protection against loss than a Buffer with a lower percentage. The maximum amount of loss you could experience due to negative Index Performance at the end of a Strategy Term, after taking into account the Buffer, would be 90% for the 10% Buffer and 80% for the 20% Buffer. At the Contract’s minimum Buffer of 5% (guaranteed for the life of the Contract), the maximum amount of loss you could experience due to negative Index Performance at the end of a Strategy Term, after taking into account the Buffer, would be 95%.
The Contract limits the amount the Contract Owner can earn on an Index Strategy. For an Index Strategy with a Cap Rate, the Cap Rate is the maximum amount of gain that may be applied to the Index Strategy on a Strategy Term End Date. The Cap Rate is guaranteed to never be less than 0.05%. For an Index Strategy with a Cap+ Rate, the Participation Rate, which applies only to Index Performance in excess of the Cap+ Rate, will limit gains if it is less than 100%. For Index Strategies with Cap+ Rates, the Cap+ Rate is guaranteed to always be at least 0.05% and the Participation Rate is guaranteed to always be at least 0.05%.
The Contract is intended to be a long-term investment vehicle to assist investors in saving for and living in retirement and is not appropriate for investors who need ready access to cash. Withdrawals and full surrenders may be subject to a contingent deferred sales charge and a market value adjustment which may reduce the amount of the withdrawal. Under extreme circumstances, a negative Market Value Adjustment could result in a loss of 100% of the Contract Value withdrawn. All or a portion of any withdrawal may be subject to federal income taxes and withdrawals before age 59½ may be subject to a 10% penalty tax.
The Daily ISE Percentage is used to calculate the Index Strategy Value before the end of a Strategy Term. If amounts are withdrawn or fully surrendered from an Index Strategy before the end of a Strategy Term, including for a Performance Lock, deduction of a fee, payment of the Death Benefit, or Annuitization, a loss may result if the Daily ISE Percentage is negative. In extreme circumstances, a negative Daily ISE Percentage could result in the loss of 100% of the Index Strategy Value. A prospective purchaser should not buy the Contract if they are not willing to assume the risks associated with the Contract.
All guarantees under the Contract are subject to Nationwide’s creditworthiness and claims-paying ability.
The Contract is not a bank deposit, is not FDIC insured, and is not insured or endorsed by any bank or government agency. The Contract may not be available in every state. The SEC has not approved or disapproved these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Additional information about certain investment products, including registered index-linked annuities, has been prepared by the SEC’s staff and is available at Investor.gov.
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The availability of certain Strategies, Contract benefits, or other Contract features described in this prospectus may vary depending on the broker-dealer through which the Contract is sold (see "Appendix E: Financial Intermediary Variations" for additional information).
Under state insurance laws, Contract Owners have the right, during a limited period of time, to examine their Contract and decide if they want to keep it or cancel it. This right is referred to as a "free look" right and no CDSC or MVA will apply to this cancellation. The length of this time period depends on state law and may vary depending on whether the purchase is a replacement of another annuity contract. For ease of administration, Nationwide will honor any free look cancellation request that is in good order and received at the Service Center or postmarked within 30 days after the Contract issue date (see "Right to Examine and Cancel" and "Contacting the Service Center").
If the Contract Owner elects to cancel the Contract pursuant to the free look provision, where required by law, Nationwide will return the Purchase Payment, less any applicable federal and state income tax withholding. Otherwise, where required by law, Nationwide will return the Contract Value, less any applicable federal and state income tax withholding. If the Contract Value is returned, it may be more or less than the Purchase Payment and if a negative Daily ISE Percentage is applied, a loss may result. The Contract Owner should review this prospectus, or consult with their investment professional, for additional information about the specific cancellation terms that apply (see "Right to Examine and Cancel").
Nationwide reserves the right to add or remove the Index Strategies offered, change the Indexes, and limit the number of offered Index Strategies to only one. If all but one Index Strategy is terminated, the Contract Owner will be limited to investing in Strategies with terms that may not be acceptable to the Contract Owner.
An investment in an Index Strategy does not represent an investment in the linked index or any securities or other assets included in the linked index. Each Index is a "price-return" index, meaning its performance does not reflect any dividends or distributions by the Index's component companies.
Prospective purchasers may obtain an application to purchase the Contract through broker-dealers that have been appointed by Nationwide as insurance agents and that have selling agreements with Nationwide Investment Services Corporation ("NISC"), the principal underwriter for the Contracts. Nationwide may stop offering the Contracts at any time.
This prospectus does not constitute an offering in any jurisdiction in which the Contract may not lawfully be sold.
For information on how to contact Nationwide, see Contacting the Service Center.
| For information on how to contact Nationwide, see Contacting the Service Center. |
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Glossary of Special Terms
| Annuitant - The person upon whose life any life-contingent annuity payments depend and the person whose death triggers payment of the Death Benefit. The Annuitant is also the person to whom annuity payments are made during Annuitization. |
| Annuitization - The period during which annuity payments are received by the Annuitant. |
| Annuitization Date - The date on which annuity payments begin. |
| Annuity Commencement Date - The date on which annuity payments are scheduled to begin. |
| Beneficiary - A person designated by the Contract Owner who may receive certain benefits under the Contract, including the Death Benefit. |
| Buffer - The maximum percentage of loss that Nationwide will absorb when calculating the percentage of gain or loss for an Index Strategy on a Strategy Term End Date. The percentage of gain or loss on the Strategy Term End Date is referred to as the Term End Index Strategy Earnings Percentage. Negative Index Performance beyond the Buffer results in a negative Term End Index Strategy Earnings Percentage which will reduce the value of the Index Strategy. The full protection of the Buffer only applies to amounts held until the end of the Strategy Term. |
| Business Day - Each day the New York Stock Exchange is open for regular trading. A Business Day ends at the same time that regular trading on the New York Stock Exchange closes (typically 4:00 p.m. Eastern Time). |
| Cap Rate - For Index Strategies with Cap Rates, the maximum positive percentage of gain that may be applied when calculating the percentage of gain or loss for an Index Strategy on a Strategy Term End Date. The percentage of gain or loss on the Strategy Term End Date is referred to as the Term End Index Strategy Earnings Percentage. An Index Strategy’s Cap Rate is declared prior to each Strategy Term and may be different each Strategy Term. |
| Cap+ Rate - For Index Strategies with Cap+ Rates, the declared percentage of Index Performance that determines when a Participation Rate is applied when calculating the percentage of gain or loss for an Index Strategy on a Strategy Term End Date. The percentage of gain or loss on the Strategy Term End Date is referred to as the Term End Index Strategy Earnings Percentage. For Index Strategies with Cap+ Rates, all Index Performance up to the Cap+ Rate is applied, and then any Index Performance in excess of the Cap+ Rate is applied based upon a Participation Rate, which may be greater or less than, or equal to, 100%. Both the Cap+ Rate and Participation Rate are declared prior to each Strategy Term and may be different each Strategy Term. |
| Charitable Remainder Trust - A trust meeting the requirements of Section 664 of the Code. |
| Co-Annuitants - The persons designated by the Contract Owner to receive the benefit associated with the Spousal Protection Feature. If there is a Co-Annuitant, references to Co-Annuitants will apply to both the Annuitant and Co- Annuitant, and references to a Co-Annuitant will apply to either of them, unless the context requires otherwise. |
| Code - The Internal Revenue Code of 1986, as amended. |
| Contingent Annuitant - The person who becomes the Annuitant if the Annuitant dies before the Annuitization Date. |
| Contingent Beneficiary - The person or entity designated by the Contract Owner to receive any benefits accorded the Beneficiary if the Beneficiary is not living when the Annuitant dies. |
| Contingent Deferred Sales Charge (CDSC) - A charge that may be assessed if a partial withdrawal or full surrender is taken during the first six Contract Years. |
| Contract - The Nationwide Defender Annuity Contract, the individual single purchase payment deferred annuity contract with index-linked strategies described in this prospectus. |
| Contract Anniversary - Beginning with the Date of Issue, each recurring twelve month anniversary of the Date of Issue while the Contract remains in force. |
| Contract Owner - The person who owns all rights under the Contract prior to the Annuitization Date, along with any Joint Owner. As the context requires, "you" refers to a potential or existing Contract Owner. |
| Contract Value - The sum of the Fixed Strategy Value and Index Strategy Values for each of the Index Strategies. |
| Contract Year - The twelve month period starting on the Date of Issue and each Contract Anniversary. |
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| Crediting Factors - The different values that are used to calculate the gain or loss for the Strategies. For the Fixed Strategy, the Crediting Factors are the Fixed Strategy Rate and Strategy Term. For Index Strategies with Cap Rates, the Crediting Factors are the Index, Strategy Term, Buffer, Participation Rate, and Cap Rate. For Index Strategies with Cap+ Rates, the Crediting Factors are the Index, Strategy Term, Buffer, Participation Rate, and Cap+ Rate. See each Crediting Factor’s definition in this "Glossary of Special Terms" section for a description of each Crediting Factor. |
| Daily Index Strategy Earnings Percentage (Daily ISE Percentage) - A percentage used to calculate Index Strategy Earnings on any day during a Strategy Term other than the Strategy Term End Date. The full benefit of any gains in an Index Strategy only applies to amounts held until the end of a Strategy Term. The Daily ISE Percentage does not apply to the Fixed Strategy. |
| Date of Issue - The date the Purchase Payment is applied to the Contract. |
| Death Benefit - The benefit payable upon the death of the Annuitant (or Co-Annuitant, if applicable) provided such death occurs before the Annuitization Date while the Contract is in force and there is no Contingent Annuitant. |
| Fixed Strategy - An investment option under the Contract offering guaranteed interest rates funded by the General Account of Nationwide. |
| Fixed Strategy Rate - The annualized interest rate credited daily to amounts allocated to the Fixed Strategy during a Strategy Term. |
| Fixed Strategy Value - The value of the Fixed Strategy calculated at the end of each Business Day. The Fixed Strategy Value is equal to the amount allocated to the Fixed Strategy plus any interest credited. |
| Free Withdrawal - Any portion of the Free Withdrawal Amount that is withdrawn from the Contract. |
| Free Withdrawal Amount - While the CDSC and MVA are in effect, the amount that the Contract Owner can withdraw from the Contract each Contract Year without incurring a CDSC or an MVA. It is described in the "Waiver or Reduction of the CDSC or MVA" section. |
| General Account - All assets of Nationwide other than those of the Separate Account or in other separate accounts of Nationwide. |
| Home Office - Nationwide's main office located in Columbus, Ohio. |
| Index - The third party market index associated with an Index Strategy. |
| Index Performance - The change in an Index Value, expressed as a percentage, between the first day of a Strategy Term (or another date for a substitute Index) and a specific future day during that Strategy Term. The Index Performance may be positive, negative, or equal to zero. |
| Index Value - On a Business Day, the closing value of the Index as provided to Nationwide by the Index provider. If for any reason, the closing value of an Index on a Business Day is not provided to Nationwide by the Index provider, the Index Value on that Business Day will be the most recent closing value provided to Nationwide by the Index provider on a previous Business Day. On a day other than a Business Day, the Index Value for an Index will be the closing value of the Index for the previous Business Day. |
| Index Strategy - An investment option under the Contract that is linked to the performance of an index. |
| Index Strategy Basis - A value used to calculate the Index Strategy Value and the Index Strategy Earnings. On the first day of a Strategy Term, the Index Strategy Basis equals the amount allocated to the Index Strategy. During a Strategy Term the Index Strategy Basis is adjusted for withdrawals (including applicable CDSC and MVA), applicable premium taxes, fees, transfers out due to a Performance Lock, and the application of any applicable Term End ISE Percentage. |
| Index Strategy Earnings - The amount applied to the Index Strategy Basis to determine an Index Strategy’s Index Strategy Value. Index Strategy Earnings are represented as a dollar amount and can be positive, negative, or equal to zero. On the Strategy Term End Date, the Index Strategy Earnings are equal to the Term End ISE Percentage multiplied by the Index Strategy Basis. On any other day during a Strategy Term, Index Strategy Earnings are equal to the Daily ISE Percentage multiplied by the Index Strategy Basis. Index Strategy Earnings before the end of a Strategy Term are an estimated present value of what the Index Strategy Earnings will be at the end of the Strategy Term. |
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| Index Strategy Value - The value of an Index Strategy calculated at the end of each Business Day. The Index Strategy Value is equal to the Index Strategy Basis plus Index Strategy Earnings (which may be positive, negative, or equal to zero). The Index Strategy Value is the amount used when processing a withdrawal or full surrender, a Death Benefit payment, a transfer among Strategies, Performance Lock, the calculation of any applicable charge or fee, or an annuitization request. |
| Individual Retirement Account - An account that qualifies for favorable tax treatment under Section 408(a) of the Code but does not include Roth IRAs. |
| Individual Retirement Annuity (IRA) - An annuity which qualifies for favorable tax treatment under Section 408(b) of the Code but does not include Roth IRAs or Simple IRAs. |
| Investment-Only Contract - A Contract purchased by a qualified pension, profit-sharing, or stock bonus plan as defined by Section 401(a) of the Code. |
| Joint Owner - The person designated as a second person (in addition to the Contract Owner) to possess an undivided interest in the Contract. If there is a Joint Owner, references to Contract Owner and Joint Owner will apply to both of them, or either of them, unless the context requires otherwise. |
| Market Value Adjustment (MVA) - An adjustment that may be applied if a partial withdrawal or full surrender is taken during the first six Contract Years. |
| Nationwide - Nationwide Life Insurance Company. As the context requires, "we," "us," and "our" refer to Nationwide. |
| Non-Qualified Contract - A Contract which does not qualify for favorable tax treatment as a Qualified Plan, IRA, Roth IRAs, SEP IRA, or Simple IRA. |
| Participation Rate - A percentage that represents the proportion of the Index Performance used in the calculation of the Term End ISE Percentage. An Index Strategy’s Participation Rate is declared prior to each Strategy Term and may be different each Strategy Term. Participation Rates only apply when the Index Performance is positive. |
| Performance Lock - A feature that allows the Contract Owner to transfer Index Strategy Value to the Fixed Strategy on a date other than a Strategy Term End Date. Nationwide assesses a Performance Lock Fee for Performance Locks. |
| Purchase Payment - Money paid into the Contract by the Contract Owner. |
| Qualified Plan - A retirement plan that receives favorable tax treatment under Section 401 of the Code, including Investment-Only Contracts. In this prospectus, all provisions applicable to Qualified Plans also apply to Investment- Only Contracts unless specifically stated otherwise. |
| Quarterversary - Beginning with the Date of Issue, each recurring quarterly date during which the Contract remains in force. |
| Remaining Free Withdrawal Amount - The amount that the Contract Owner can withdraw from the Contract during the remainder of that Contract Year without incurring a CDSC or an MVA, based on the Free Withdrawals already taken that Contract Year. |
| Roth IRA - An annuity contract which qualifies for favorable tax treatment under Section 408A of the Code. |
| Separate Account - The Index-Linked Annuity Separate Account. |
| Service Center - The department of Nationwide responsible for receiving all service and transaction requests relating to the Contract. For service and transaction requests submitted other than by telephone (including fax requests), the Service Center is Nationwide’s mail and document processing facility. For service and transaction requests communicated by telephone, the Service Center is Nationwide’s operations processing facility. Information on how to contact the Service Center may be found under Contacting the Service Center. |
| Simple IRA - An annuity contract which qualifies for favorable tax treatment under Section 408(p) of the Code. |
| Simplified Employee Pension IRA (SEP IRA) - An annuity contract which qualifies for favorable tax treatment under Section 408(k) of the Code. |
| Strategies - Investment options under the Contract. Unless otherwise specified, the term Strategies refers to the Fixed Strategy and Index Strategies collectively. |
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| Strategy Term - For the Fixed Strategy, the initial Strategy Term begins on the Date of Issue and ends on the first Contract Anniversary, and each subsequent Strategy Term begins on each Contract Anniversary and ends on the following Contract Anniversary. For an Index Strategy, the Strategy Term is the total maturity time of the Index Strategy, expressed in years. |
| Strategy Term End Date - The last day of a Strategy Term. A Strategy Term End Date is the same calendar day as the Date of Issue. |
| Surrender Value - The amount available upon full surrender of the Contract. It is equal to the Contract Value less any applicable CDSC and premium taxes, plus any applicable MVA. |
| Term End Index Strategy Earnings Percentage (Term End ISE Percentage) - A percentage used to calculate Index Strategy Earnings on the Strategy Term End Date. How the Term End ISE Percentage is calculated depends on whether the Index Strategy is an Index Strategy with Cap Rate or an Index Strategy with Cap+ Rate. See, "Term End Index Strategy Earnings Percentage" for a description of how the Term End ISE Percentage is calculated for each type of Index Strategy. |
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Available Information
The SEC maintains a website (www.sec.gov) that contains the prospectus and other information.
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Overview of the Contract
Purpose of the Contract
The Contract is intended to be a long-term investment vehicle to assist investors in saving for and living in retirement. It provides the Contract Owner with a stream of periodic income payments upon retirement. During the years leading up to those income payments, the Contract Owner manages his/her assets in the Contract according to their specific goals and risk preferences by directing the allocation and reallocation among a variety of investment options. Contract growth is tax-deferred, meaning that gains in the Contract are not taxable until withdrawn from the Contract. Finally, in the event that the Annuitant dies before beginning income payments, the Contract offers a Death Benefit.
Prospective purchasers should consult with a financial professional to determine whether this Contract is appropriate for them, taking into consideration their particular needs, including investment objectives, risk tolerance, investment time horizon, marital status, tax situation, and other personal characteristics. Generally speaking, this Contract is intended to provide benefits to a single individual and his/her beneficiaries. The Contract is not intended to be used by institutional investors, in connection with other Nationwide contracts that have the same Annuitant, or in connection with other Nationwide contracts that have different Annuitants but the same Contract Owner. It is not intended to be sold to a terminally ill Contract Owner or Annuitant.
The Contract may not be currently available in all states, may vary in your state, or may not be available through all selling firms or financial professionals. In addition, a selling firm may elect to make available only certain Strategies, features, or benefits to its clients. A selling firm’s marketing materials may describe only those Strategies, features, and benefits available through the firm. A selling firm may limit the Strategies available through the firm when the Contract is purchased. For additional information on all Strategies that are available under the Contract as described in this prospectus, please contact your financial professional or the Service Center.
Phases of the Contract
The Contract exists in two separate phases: accumulation (savings) and annuitization (income).
Accumulation Phase
During the accumulation phase, the Contract offers a variety of investment options to which the Contract Owner can allocate and reallocate his/her Contract Value. The investment options available under the Contract consist of a Fixed Strategy, which provides principal protection and credits interest daily at a specified rate, and Index Strategies, which credit positive or negative earnings at the end of a Strategy Term based, in part, on the performance of an Index. Additional information about the investment options is available in "Appendix A: Investment Options Available Under the Contract".
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Nationwide assesses an annual Product Fee, charged quarterly on the Contract Value allocated to Index Strategies. For Contracts issued on or after June 1, 2025, the Product Fee is 0.00%, and for Contracts issued before June 1, 2025, the Product Fee is 1.10%. The Product Fee is not assessed on Contract Value allocated to the Fixed Strategy.
Annuitization Phase
During the annuitization phase, Nationwide makes periodic fixed income payments to the Annuitant. At the time of annuitization, the Annuitant elects the duration of the annuity payments – either for a fixed period of time or for the duration of the Annuitant’s (and possibly the Annuitant’s spouse’s) life. After annuitization begins, the only value associated with the Contract is the stream of annuity payments; unless otherwise specified in the annuity option, the Annuitant cannot withdraw value from the Contract over and above the annuity payments. Additionally, once annuitization has begun, there is no Death Benefit, which means that upon the death of the Annuitant (and the Annuitant’s spouse if a joint annuity option was elected), all payments stop and the Contract terminates, unless the particular annuitization option provides otherwise.
Contract Features
Investment Options. Prior to the Annuitization Date, Contract Owners can allocate Contract Value to the Fixed Strategy and Index Strategies. At the end of a Strategy Term, Contract Owners can reallocate the assets allocated to the maturing Strategy to any other available Strategy, subject to certain restrictions.
Deposits to the Contract. The Contact is a single purchase payment annuity. Subsequent purchase payments are not permitted.
Withdrawals from the Contract. Contract Owners can withdraw some or all of their Contract Value at any time prior to the Annuitization Date. Withdrawals may be subject to a Contingent Deferred Sales Charge (CDSC), a Market Value Adjustment (MVA), the Daily ISE Percentage calculation, taxes, and tax penalties.
Free Withdrawals. During the first six Contract Years, the Contract Owner may take withdrawals, called Free Withdrawals, that do not incur a CDSC or MVA. The total dollar amount of Free Withdrawals that can be taken each Contract Year is the Free Withdrawal Amount. While not subject to a CDSC or MVA, Free Withdrawals are subject to the Daily ISE Percentage calculation if they are taken from an Index Strategy before the end of a Strategy Term.
Performance Lock. The Performance Lock feature provides the Contract Owner with a one-time transfer during a Strategy Term of the full Index Strategy Value to the Fixed Strategy. The amount transferred to the Fixed Strategy will earn interest until the next Contract Anniversary. Nationwide assesses a fee when the Contact Owner requests a Performance Lock (see "Performance Lock").
Death Benefit. During the accumulation phase, the Contract contains a standard Death Benefit (the Contract Value) at no additional charge.
Optional Death Benefit. A Death Benefit option is available for an additional charge, which may provide a greater Death Benefit than the standard Death Benefit. The optional Death Benefit is:
•
The Return of Premium Death Benefit Option
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Spousal Protection Feature. The standard Death Benefit and Return of Premium Death Benefit Option contain the Spousal Protection Feature, which allows a surviving spouse to continue the Contract while receiving the economic benefit of the Death Benefit upon the death of the other spouse, subject to certain conditions.
Annuity Payments. On the Annuitization Date, Nationwide will make annuity payments based on the annuity payment option chosen prior to Annuitization.
Tax Deferral. Generally, Contract Owners will not be taxed on any earnings on the assets in the Contract until such earnings are distributed from the Contract. How each Contract’s distributions are taxed depends on the type of contract issued. Note that if this Contract is issued in connection with a plan that qualifies for special income tax treatment under the Code, the Contract does not provide additional tax deferral benefits (see "Appendix C: Contract Types and Tax Information").
Cancellation of the Contract. Under state insurance laws, Contract Owners have the right, during a limited period of time, to examine their Contract and decide if they want to keep it or cancel it. Nationwide will honor any free look cancellation request that is in good order and received at the Service Center or postmarked within 30 days after the Contract issue date (see "Right to Examine and Cancel" and "Contacting the Service Center").
Contract Adjustments
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Important Information You Should Consider About the Contract
| FEES, EXPENSES, AND ADJUSTMENTS (see "Fee Table" and "Charges and Adjustments") |
| Are There Charges or Adjustments for Early Withdrawals? |
Yes. ● If you withdraw money from the Contract within date, you may be assessed a Contingent Deferred Sales Charge (or "CDSC") of up to following the Contract’s issue date could result in a CDSC of up to $ be greater if there is a negative Daily ISE Percentage, negative MVA, taxes, or tax penalties. See "Contingent Deferred Sales Charges (CDSC). ● ● | ||
| Are There Transaction Charges |
| ||
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| FEES, EXPENSES, AND ADJUSTMENTS (see "Fee Table" and "Charges and Adjustments") |
| Are there Ongoing Fees and Expenses? |
Yes. The table below describes the fees and expenses that you may pay each year, depending on the investment options and optional benefits chosen. Please refer to your contract specifications page for information about the specific fees you will pay each year based on the options you have elected. | ||
| Annual Fee |
Minimum |
Maximum | |
| Base Contract |
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| Optional benefits available for an additional charge (for a single optional benefit, if elected) |
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| 1 2 | |||
| Because each contract is customizable, the options elected affect how much each Contract Owner will pay. To help you understand the cost of owning the Contract, the following table shows the lowest and highest cost a Contract Owner could pay each year, based on current charges. This estimate assumes that no withdrawals are taken from the Contract, which could add a CDSC, MVA, and negative Daily ISE Percentage adjustment that substantially increases costs. | |||
| Lowest Annual Cost Estimate: $ |
Highest Annual Cost Estimate: $ | ||
| Assumes: ● Investment of $100,000 ● 5% annual appreciation ● No optional benefit ● No CDSC or MVA ● No transfers or withdrawals |
Assumes: ● Investment of $100,000 ● 5% annual appreciation ● Most expensive combination of optional benefits ● No CDSC or MVA ● No transfers or withdrawals | ||
| RISKS | |
| Is There a Risk of Loss from Poor Performance? |
|
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| RISKS |
| Is This a Short-Term Investment? |
|
| What Are the Risks Associated with the Investment Options? |
|
15
| RISKS |
| What Are the Risks Related to the Insurance Company? |
|
| RESTRICTIONS | |
| Are There Restrictions on the Investment Options? |
|
| Are There Any Restrictions on Contract Benefits? |
|
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| TAXES | |
| What are the Contract’s Tax Implications? |
|
| CONFLICTS OF INTEREST | |
| How Are Investment Professionals Compensated? |
|
| Should I Exchange My Contract? |
|
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| Transaction Expenses | |
| Maximum Contingent Deferred Sales Charge1 ("CDSC") (as a percentage of purchase payments withdrawn) |
|
| Number of Completed Years |
0 |
1 |
2 |
3 |
4 |
5 |
6+ |
| CDSC Percentage |
8% |
8% |
7% |
6% |
5% |
4% |
0% |
| Maximum Performance Lock Fee (as a percentage of the Index Strategy Value subject to the Performance Lock) |
|
| Adjustments | |
| Daily ISE Percentage Maximum Potential Loss1 (as a percentage of the Index Strategy Basis) |
|
| MVA Maximum Potential Loss2 (as a percentage of the Index Strategy Basis) |
|
| Annual Contract Expenses | |
| Base Contract Expenses (as a percentage of the total of all Index Strategy Values) |
|
| Return of Premium Death Benefit Option (as a percentage of the total of all Index Strategy Values) |
|
| | |
| | |
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Nationwide
The Contract is issued by Nationwide, with its home office at One Nationwide Plaza, Columbus, Ohio 43215. Nationwide is obligated to pay all amounts promised under the Contract, subject to its creditworthiness and claims-paying ability.
Nationwide is relying on the exemption provided by Rule 12h-7 under the Securities Exchange Act of 1934 ("1934 Act"). In reliance on that exemption, Nationwide does not file periodic reports that would be otherwise required under the 1934 Act.
The Contracts are distributed by the general distributor, Nationwide Investment Services Corporation ("NISC"), One Nationwide Plaza, Columbus, Ohio 43215. NISC is a wholly-owned subsidiary of Nationwide.
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26
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| Buffer |
The Amount Nationwide Will Credit at the End of the Strategy Term |
| 10% |
-15% |
| 20% |
-5% |
| Buffer |
The Amount Nationwide Will Credit at the End of the Strategy Term |
| 10% |
0% |
| 20% |
0% |
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Participation Rate = 100%
Cap Rate = 20%
Buffer = 10%
Step 2: Compare Step 1 value to Cap Rate (10% is less than 20% Cap Rate)
Term End ISE Percentage = 10%
Participation Rate = 100%
Cap Rate = 20%
Buffer = 10%
Step 2: Compare Step 1 value to Cap Rate (30% is greater than 20% Cap Rate)
Term End ISE Percentage = 20%
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Participation Rate = 100%
Cap Rate = 20%
Buffer = 10%
Note: The Participation Rate does not apply when Index Performance is negative.
Term End ISE Percentage = -5%
Participation Rate = 100%
Cap Rate = 20%
Buffer = 10%
Note: The Participation Rate does not apply when Index Performance is negative.
Term End ISE Percentage = 0%
Participation Rate = 125%
Cap Rate = no Cap Rate declared
Buffer = 10%
Note: No comparison to Cap Rate since no Cap Rate was declared.
Term End ISE Percentage = 12.5%
Participation Rate = 125%
Cap Rate = no Cap Rate declared
Buffer = 10%
Note: The Participation Rate does not apply when Index Performance is negative.
Term End ISE Percentage = -10%
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Participation Rate = 50% (Only applies to Index Performance above the Cap+ Rate)
Cap+ Rate= 10%
Buffer = 10%
Note: Since Index Performance is less than Cap+ Rate the Participation Rate does not apply.
Term End ISE Percentage = 5%
Participation Rate = 50%
Cap+ Rate = 10%
Buffer = 10%
Step 2: multiply the Index Performance in excess of the Cap+ Rate by the Participation Rate = 5% (10% x 50%)
Step 3: add Step 2 value to the Cap+ Rate = 15% (5% + 10%)
Term End ISE Percentage = 15%
Participation Rate = 50%
Cap+ Rate= 10%
Buffer = 10%
Note: The Participation Rate does not apply when Index Performance is negative.
Term End ISE Percentage = -10%
Participation Rate = 50%
Cap+ Rate= 10%
Buffer = 10%
Note: The Participation Rate does not apply when Index Performance is negative.
Term End ISE Percentage = 0%
31
Nasdaq-100 Index® 1 Year with Cap Rate & 10% Buffer
MSCI EAFE Index 1 Year with Cap Rate & 10% Buffer
S&P MidCap 400® Index 1 Year with Cap Rate & 10% Buffer
S&P 500® Index 1 Year with Cap Rate & 10% Buffer
S&P 500® Index 1 Year with Cap Rate & 20% Buffer
S&P 500® Index 3 Year with Cap Rate & 10% Buffer
S&P 500® Index 3 Year with Cap Rate & 20% Buffer
S&P 500® Index 6 Year with Cap Rate & 10% Buffer
S&P 500® Index 6 Year with Cap Rate & 20% Buffer
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35
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Contacting the Service Center
All inquiries, paperwork, information requests, service requests, and transaction requests should be made to the Service Center:
•
By telephone at 1-800-848-6331 (TDD 1-800-238-3035)
•
By mail to P.O. Box 182021, Columbus, Ohio 43218-2021
•
By Internet at www.nationwide.com
Nationwide will use reasonable procedures to confirm that instructions are genuine and will not be liable for following instructions that it reasonably determined to be genuine. Nationwide may record telephone requests. Telephone and computer systems may not always be available. Any telephone system or computer can experience outages or slowdowns for a variety of reasons. The outages or slowdowns could prevent or delay processing. Although Nationwide has taken precautions to support heavy use, it is still possible to incur an outage or delay. To avoid technical difficulties, submit transaction requests by mail.
Nationwide may be required to provide information about the Contract to government regulators. If mandated under applicable law, Nationwide may be required to reject a Purchase Payment and to refuse to process transaction requests under the Contract until instructed otherwise by the appropriate regulator.
Charges and Adjustments
Product Fee
Nationwide assesses an annual Product Fee, charged quarterly on the Contract Value allocated to Index Strategies. For Contracts issued on or after June 1, 2025, the Product Fee is 0.00%, and for Contracts issued before June 1, 2025, the Product Fee is 1.10%. On each Quarterversary, the Product Fee is calculated as follows:
For Contracts issued on or after June 1, 2025:
| Total of all Index Strategy Values on a Quarterversary |
X |
0.00% 4 |
For Contracts issued before June 1, 2025:
| Total of all Index Strategy Values on a Quarterversary |
X |
1.10% 4 |
The Product Fee is deducted proportionally from the Index Strategies based on the Contract Value in the Index Strategies at the time the Product Fee is assessed. The Product Fee is not assessed on the Fixed Strategy Value.
The Product Fee compensates Nationwide for providing the insurance benefits under the contract, including Nationwide’s obligation to credit earnings under the Contract and to pay annuity payments upon Annuitization. It also compensates Nationwide for assuming the risk that Annuitants will live longer than assumed and for guaranteeing that charges will not
38
increase regardless of actual expenses. It also reimburses Nationwide for administrative costs it incurs resulting from providing contract benefits, including preparation of the contract and prospectus, confirmation statements, annual account statements and annual reports, legal and accounting fees, as well as various related expenses. Nationwide may realize a profit from this fee.
Contingent Deferred Sales Charges (CDSC)
Partial withdrawals or a full surrender during the first six Contract Years may be subject to a CDSC. After the sixth Contract Year, no withdrawals, including a full surrender, are subject to CDSCs.
When a CDSC is imposed, the charge will equal the applicable "CDSC Percentage" multiplied by the dollar amount of the withdrawal. The CDSC Percentage will depend on the number of Contract Years you have completed when you take a withdrawal. The CDSC Percentage schedule starts at 8% for the first two Contract Years and then declines with each completed Contract Year thereafter until it reaches 0% after six completed Contract Years. The CDSC Percentage schedule is as follows:
| Number of Completed Contract Years |
CDSC Percentage |
| 0 |
8% |
| 1 |
8% |
| 2 |
7% |
| 3 |
6% |
| 4 |
5% |
| 5 |
4% |
| 6+ |
0% |
CDSCs are intended to reimburse Nationwide for expenses that we incur in connection with the sale of the Contract. If expenses are greater than the CDSC, the shortfall will be made up from Nationwide’s general assets, which may indirectly include portions of the Product Fee, since Nationwide may generate a profit from this fee.
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Long-Term Care Event
An LTC Event occurs if at any time after the first Contract Anniversary, the Contract Owner (or Annuitant if the Contract Owner is not a natural person) is confined to a Long-Term Care Facility or Hospital beginning after the Date of Issue and is confined for a continuous period of 90 days or more. If there is a Joint Owner, the confinement of the Contract Owner or Joint Owner may qualify as an LTC Event. An LTC Event waiver claim (including written proof of confinement) must be received by Nationwide while the confinement is ongoing or within 90 days after the confinement ends. If it was not reasonably possible to give written proof of confinement in the time required, Nationwide will not reduce or deny the increase in Remaining Free Withdrawal Amount if such proof is given as soon as reasonably possible. In any event, the written proof required must be given no later than one year from after the confinement ends unless the Contract Owner was legally incapacitated.
A "Hospital" is defined as a state licensed facility which is operated as a hospital according to the law of the jurisdiction in which it is located; operates primarily for the care and treatment of sick or injured persons as inpatients; provides continuous 24 hours a day nursing service by or under the supervision of a registered graduate professional nurse (R.N.) or a licensed practical nurse (L.P.N.); is supervised by a staff of physicians; and has medical and diagnostic facilities.
A "Long-Term Care Facility" is defined as a state licensed skilled nursing facility or intermediate care facility that does not include: a home for the aged or mentally ill, a community living center, or a place that primarily provides domiciliary, residency, or retirement care; or a place owned or operated by a member of the Contract Owner's immediate family.
Terminal Illness or Injury Event
A TI Event occurs if at any time after the first Contract Anniversary, the Contract Owner (or Annuitant if the Contract Owner is not a natural person) is diagnosed by a physician (who is not a party to the Contract nor an immediate family member of a party to the Contract) as having a Terminal Illness or Injury beginning after the Date of Issue. If there is a Joint Owner, the Terminal Illness or Injury of the Contract Owner or Joint Owner may qualify as a TI Event.
A "Terminal Illness or Injury" is defined as an illness or injury diagnosed after the Date of Issue by a physician that is expected to result in death within 12 months of diagnosis.
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Performance Lock Fee
Nationwide assesses a Performance Lock Fee any time it processes a Performance Lock request. The Performance Lock Fee is assessed on the Index Strategy Value that is subject to the Performance Lock request and is 0.10% for every year remaining in the Strategy Term as of the date of the Performance Lock request, with partial years rounded up to the next full year. It is calculated as follows:
| Index Strategy Value subject to Performance Lock Request |
X |
0.10% |
X |
Number of years remaining in the Strategy Term (partial years are rounded up to the next full year) |
This means that the Performance Lock Fee increases for every year remaining in a Strategy Term. The maximum Performance Lock Fee percentage that can be assessed on the Index Strategy Value as a result of a Performance Lock request is 0.60%. This occurs if a Contract Owner requests a Performance Lock in the first year of a six-year Strategy Term (Index Strategy Value subject to Performance Lock request X 0.10% X 6 years).
Additionally, because Nationwide rounds partial years up to the next full year when calculating the Performance Lock Fee, Contract Owners should carefully consider the timing of their request and the impact the rounding will have on a Performance Lock Fee. For example, for Strategy Terms greater than 1 year, if a Performance Lock request is made on the day before a Contract Anniversary, the Performance Lock Fee would be 0.10% more than if the request was made on or after the Contract Anniversary.
See "Performance Lock" for additional detail.
Return of Premium Death Benefit Option
If the Return of Premium Death Benefit Option is elected, Nationwide assesses an annual fee of 0.15%, charged quarterly on the Contract Value allocated to Index Strategies. On each Quarterversary, the Return of Premium Death Benefit Option fee is calculated as follows:
| Total of all Index Strategy Values on a Quarterversary |
X |
0.15% 4 |
The fee is deducted proportionally from the Index Strategies in which the Contract Owner is allocated based on the Contract Value in the Index Strategies at the time the fee is assessed. The Return of Premium Death Benefit Option fee is not assessed on the Fixed Strategy Value.
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Premium Taxes
Certain states or other governmental entities charge premium tax on purchase payments. Nationwide will charge against the Contract Value any premium taxes levied by a state or other government entity. Premium tax rates currently range from 0% to 3.5% and vary from state to state. The range is subject to change. Nationwide will assess premium taxes to the Contract at the time Nationwide is assessed the premium taxes by the state. Premium taxes may be deducted from Death Benefit proceeds.
The Contract in General
Types of Contracts Issued
The Contract can be categorized under the Code as a:
•
Charitable Remainder Trust
•
Individual Retirement Annuity (IRA)
•
Investment-Only Contract (Qualified Plans)
•
Non-Qualified Contract
•
Roth IRA
•
Simplified Employee Pension IRA ("SEP IRA")
•
Simple IRA
If the Contract is purchased as an Individual Retirement Account or Roth IRA, the Contract will not provide any additional tax deferral benefits.
See "Appendix C: Contract Types and Tax Information" for additional detail.
Purchase Payment
The Contract is issued in consideration of the single Purchase Payment paid by the Contract Owner. Only one Purchase Payment is allowed under the Contract. A Purchase Payment should be made payable to Nationwide Life Insurance Company and submitted to the Service Center. All purchase payments must be paid in the currency of the United States of America. The minimum Purchase Payment is $25,000.
Nationwide reserves the right to reject a Purchase Payment that is comprised of multiple payments paid to Nationwide over a period of time. If Nationwide permits multiple payments as part of a Purchase Payment, the Contract will not be issued until all such payments are received. Nationwide reserves the right to hold such multiple payments in a non-interest bearing account until the Date of Issue.
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Nationwide reserves the right to refuse any purchase payment that would result in the cumulative total for all contracts issued by Nationwide or its affiliates or subsidiaries on the life of any one Annuitant or owned by any one Contract Owner to exceed $1,000,000. Its decision as to whether or not to accept a purchase payment in excess of that amount will be based on one or more factors, including, but not limited to: age, spouse age (if applicable), Annuitant age, state of issue, total purchase payments, optional benefits elected, current market conditions, and current hedging costs. All such decisions will be based on internally established actuarial guidelines and will be applied in a nondiscriminatory manner. In the event that Nationwide does not accept a purchase payment under these guidelines, the purchase payment will be immediately returned in its entirety in the same manner as it was received. Any references in this prospectus to purchase payment amounts in excess of $1,000,000 are assumed to have been approved by Nationwide.
Nationwide reserves the right to refuse any application for the Contract. If Nationwide refuses an application, it will return the Purchase Payment.
Allocating the Purchase Payment
The Purchase Payment is allocated according to Contract Owner instructions on the application. The Purchase Payment may be allocated to the Fixed Strategy and up to ten Index Strategies. There is no minimum dollar amount that can be allocated to a Strategy. Allocations to Strategies must be in whole percentages. If an incomplete application is not completed within five Business Days after receipt at the Service Center, the prospective purchaser will be informed of the reason for the delay. The Purchase Payment will be returned unless the prospective purchaser specifically consents to allow Nationwide to hold the Purchase Payment until the application is completed.
Date of Issue
The Date of Issue is the date Nationwide issues the Contract. The Purchase Payment is applied to the Contract on the Date of Issue. The Date of Issue will be the date as of which Nationwide has both received the Purchase Payment and approved the Contract application.
State Variations
This prospectus describes the material rights and obligations under the Contract. Certain provisions of the Contract may be different from the general description in this prospectus due to variations required by state law. For example, state law may require different right to examine and cancel periods. The state in which the Contract is issued also governs whether certain features will vary under the Contract. All material rights and obligations under the Contract will be included in the Contract or in riders or endorsements attached to the Contract. To review a copy of your Contract and any riders or endorsements, contact the Service Center. For more detailed information regarding provisions that vary by state, please see "Appendix B: State Variations."
Contestability
Except in certain circumstances involving fraud and where permitted by state law, Nationwide will not contest the contract after it has been in force during the lifetime of the Annuitant for two years after the Date of Issue or effective date of certain contract changes, as defined in the contract.
Non-Participating
The Contract is non-participating, meaning that the Contract will not share in Nationwide’s profits or surplus.
Money Laundering
In order to comply with the USA PATRIOT Act and rules promulgated thereunder, Nationwide has implemented procedures designed to prevent contracts described in this prospectus from being used to facilitate money laundering or the financing of terrorist activities. If mandated under applicable law, Nationwide may be required to reject a purchase payment and/or block a Contract Owner’s account and thereby refuse to process any request for transfers, withdrawals, surrenders, or death benefits until instructions are received from the appropriate regulators. Nationwide may also be required to provide additional information about a Contract Owner or a Contract Owner’s account to governmental regulators.
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Replacements
If the Contract described in this prospectus is replacing another variable annuity, the mortality tables used to determine the amount of annuity payments for this Contract may be less favorable than those in the contract being replaced. Additionally, upon replacement, all benefits accrued under the replaced contract are forfeited. The issuance of this Contract as a replacement for any investment product may result in the payment of compensation to the financial professional, which could create a conflict of interest.
Payments to Minors
Nationwide will not pay insurance proceeds directly to minors. Contact a legal advisor for options to facilitate the timely availability of monies intended for a minor’s benefit.
Misstatements of Age or Sex
If the age or sex of the Contract Owner, Joint Owner, Annuitant, Co-Annuitant, Contingent Annuitant, Beneficiary or Contingent Beneficiary is misstated, all payments and benefits under the Contract will be adjusted. Payments and benefits will be based on the correct age or sex. Proof of age of any of these individuals may be required at any time, in a form satisfactory to Nationwide. When the age or sex of any individual named in the application, including any supplemental applications, has been misstated, the dollar amount of any overpayment will be deducted from the next payment or payments due under the Contract.
The dollar amount of any underpayment made by Nationwide as a result of an age or sex misstatement will be paid in full with the next payment due under the Contract. The dollar amount of any overpayment made by Nationwide as a result of an age or sex misstatement will reduce the next payment due under the Contract, and will continue to reduce subsequent payments under the Contract, until all of the overpayment is recouped. Any adjustment for overpayment or underpayment will include interest charged or credited, as applicable, at the rate required by law, but not exceeding 6%.
Distribution, Promotional, and Sales Expenses
Nationwide pays commissions to the firms that sell the Contracts. The maximum gross commission that Nationwide will pay on the sale of the Contracts is 8.00% of purchase payments. Note: The individual financial professionals typically receive only a portion of this amount; the remainder is retained by the firm. Nationwide may also, instead of a premium based commission, pay an asset-based commission (sometimes referred to as "trails" or "residuals"), or a combination of the two.
In addition to or partially in lieu of commission, and to the extent permitted by SEC and FINRA rules and other applicable laws and regulations, Nationwide may also pay the selling firms a marketing allowance, which is based on the firm’s ability and demonstrated willingness to promote and market Nationwide’s products. How any marketing allowance is spent is determined by the firm, but generally will be used to finance firm activities that may contribute to the promotion and marketing of Nationwide’s products, which may include but not be limited to providing conferences or seminars, sales or training programs, advertising and sales campaigns regarding the contracts, and payments to assist a firm in connection with its administrative systems, operations and marketing expenses and/or other events or activities sponsored by the firms.
Nationwide may also host training and/or educational meetings including the cost of travel, accommodations and meals for firms that sell the Contracts as well as assist such firms with marketing or advertisement costs.
For more information on the exact compensation arrangement associated with this Contract, consult your financial professional.
General Account and Separate Account
The assets in Nationwide’s general account are chargeable with claims by any of its contract owners and creditors, and are subject to the liabilities arising from any of its businesses. Nationwide’s general account assets do not include the assets in the Index-Linked Annuity Separate Account, an insulated separate account where Nationwide holds assets to support future Index Strategy Earnings. Nationwide’s general account assets also do not include the assets in any other insulated Nationwide separate accounts.
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Nationwide exercises sole discretion over the investment of its general account assets, and Nationwide bears the associated investment risk. Contract Owners will not share in the investment experience of Nationwide’s general account assets. Nationwide invests its general account assets in accordance with state insurance law.
The Index-Linked Annuity Separate Account is a non-unitized separate account and is not registered with the U.S. Securities and Exchange Commission under the Investment Company Act of 1940. Nationwide owns and controls the assets in the Index-Linked Annuity Separate Account and Contract Owners do not have any interest in or claim to the assets in the Index-Linked Annuity Separate Account. Unlike some variable annuities that utilize separate accounts, Contract Owners do not share in the investment performance of the assets in the Index-Linked Annuity Separate Account. The Index-Linked Annuity Separate Account was established under the laws of Ohio. The assets in the Index-Linked Annuity Separate Account are not subject to claims by Nationwide’s creditors or subject to liabilities arising from any of Nationwide’s other businesses.
Nationwide may invest the assets of the Index-Linked Annuity Separate Account in any asset permitted under state law, including hedging instruments such as derivative contracts. Nationwide may move assets between the Index-Linked Annuity Separate Account and the general account. Where permitted by applicable law, Nationwide reserves the right to make certain changes to the structure and operation of the Index-Linked Annuity Separate Account. Nationwide will not make any such changes without receiving any necessary approval of any applicable state insurance department.
Treatment of Unclaimed Property
Every state has unclaimed property laws which generally declare annuity contracts to be abandoned after a period of inactivity of three to five years from the contract’s Annuity Commencement Date or the date Nationwide becomes informed that a Death Benefit is due and payable. For example, if the payment of a Death Benefit has been triggered, but, if after a thorough search, Nationwide is still unable to locate the beneficiary of the Death Benefit, or the beneficiary does not come forward to claim the Death Benefit in a timely manner, the Death Benefit will be surrendered and placed in a non-interest bearing account. While in the non-interest bearing account, Nationwide will continue to perform due diligence required by state law. Once the state mandated period has expired, Nationwide will escheat the Death Benefit to the abandoned property division or unclaimed property office of the state in which the beneficiary or the Contract Owner last resided, as shown on Nationwide’s books and records, or to Ohio, Nationwide’s state of domicile. If a claim is subsequently made, the state is obligated to pay any such amount (without interest) to the designated recipient upon presentation of proper documentation.
To prevent escheatment, it is important to update beneficiary designations - including complete names, complete addresses, phone numbers, and social security numbers - as they change. Such updates should be sent to the Service Center.
| Name of Benefit |
Purpose |
Maximum Fee |
Brief Description of Restrictions/Limitations |
| |
|
|
|
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| Name of Benefit |
Purpose |
Maximum Fee |
Brief Description of Restrictions/Limitations |
| |
|
|
|
| |
|
|
|
| Name of Benefit |
Purpose |
Maximum Fee |
Current Fee |
Brief Description of Restrictions/ Limitations |
| |
|
(assessed each Quarter- versary by multiplying the total of all Index Strategy Values by 0.15% divided by 4) |
(assessed each Quarter- versary by multiplying the total of all Index Strategy Values by 0.15% divided by 4) |
|
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| Name of Benefit |
Purpose |
Maximum Fee |
Current Fee |
Brief Description of Restrictions/ Limitations |
| |
|
each year remaining in the Strategy Term as of the date of the Performance Lock request (with partial years rounded up to the next full year) multiplied by the Index Strategy Value subject to the Performance Lock request |
each year remaining in the Strategy Term as of the date of the Performance Lock request (with partial years rounded up to the next full year) multiplied by the Index Strategy Value subject to the Performance Lock request |
|
| Example: |
| On June 1, which is before her Annuitization Date, Ms. P passes away. She has elected the standard death benefit. On the date of Ms. P’s death, her Contract Value = $24,000. The death benefit for Ms. P’s contract will equal $24,000. |
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| Example: |
| On June 1, which is before her Annuitization Date, Ms. P passes away. Her death benefit contains the Spousal Protection Feature. The death benefit on Ms. P’s contract equals $24,000. |
| Ms. P was married to Mr. P at the time of her death. Under the Spousal Protection Feature, assuming all conditions were met, Mr. P has the option, instead of receiving the $24,000 death benefit, to continue the contract as if it were his own. If he elects to do so, the Contract Value, if it is lower than $24,000, will be adjusted to equal the $24,000 death benefit. From that point forward, the contract will be his and all provisions of the contract apply. Upon Mr. P’s death, his beneficiary will then receive a death benefit equal to the elected death benefit under the contract. |
| Total of all Index Strategy Values on a Quarterversary |
X |
0.15% 4 |
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| Example: |
| On June 1, which is before her Annuitization Date, Ms. P passes away. She has elected the Return of Premium Death Benefit Option. On the date of Ms. P’s death, her Contract Value = $24,000 and her total purchase payments (adjusted for amounts withdrawn) = $26,000. The death benefit for Ms. P’s contract will equal $26,000. |
| Index Strategy Value subject to Performance Lock Request |
X |
0.10% |
X |
Number of years remaining in the Strategy Term (partial years are rounded up to the next full year) |
| Example: |
| Ms. P is allocated to an Index Strategy with a 6-year Strategy Term and requests a Performance Lock with 4 years and 10 months remaining in the Strategy Term. At the end of the Business Day on the day the Performance Lock is processed, the Index Strategy Value is $142,000. The amount of Index Strategy Value transferred to the Fixed Strategy will be $141,290 ($142,000 minus the Performance Lock Fee of $142,000 x 0.10% x 5 years (4 years and 10 months is rounded up to the next full year)). |
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| The amount transferred into the Fixed Strategy will earn interest at the Fixed Strategy Rate until the next Contract Anniversary at which time the Contract Owner can elect to either transfer out of the Fixed Strategy to an available Index Strategy or remain in the Fixed Strategy subject to a newly declared Fixed Strategy Rate. |
Ownership and Interests in the Contract
Contract Owner
Prior to the Annuitization Date, the Contract Owner has all rights under the Contract, unless a Joint Owner is named. If a Joint Owner is named, each Joint Owner has all rights under the Contract. Purchasers who name someone other than themselves as the Contract Owner will have no rights under the contract.
On the Annuitization Date, the Contract Owner cedes all ownership rights to the Annuitant and the Annuitant becomes the Contract Owner, unless the Contract Owner is a Charitable Remainder Trust. If the Contract Owner is a Charitable Remainder Trust, the Charitable Remainder Trust continues to be the Contract Owner after Annuitization.
Joint Owner
Prior to Annuitization, Joint Owners each own an undivided interest in the Contract.
Non-Qualified Contract Owners can name a Joint Owner at any time before the Annuitization Date. However, Joint Owners must be spouses at the time joint ownership is requested, unless state law requires Nationwide to allow non-spousal Joint Owners. Joint ownership is not permitted for Contracts owned by a non-natural Contract Owner.
Generally, the exercise of any ownership rights under the Contract must be in writing and signed by both Joint Owners. However, if a written election, signed by both Contract Owners, authorizing Nationwide to allow the exercise of ownership rights independently by either Joint Owner is submitted, Nationwide will permit Joint Owners to act independently. If such an authorization is submitted, Nationwide will not be liable for any loss, liability, cost, or expense for acting in accordance with the instructions of either Joint Owner.
If either Joint Owner dies before the Annuitization Date, the Contract continues with the surviving Joint Owner as the remaining Contract Owner.
On the Annuitization Date, both Joint Owners cede all ownership rights to the Annuitant and the Annuitant becomes the Contract Owner.
Annuitant
Prior to the Annuitization Date, the Annuitant has no interest in the contract, but must be named in the application. Only Non-Qualified Contract Owners may name someone other than himself/herself as the Annuitant. This Annuitant must be age 85 or younger on the date the application is signed, unless Nationwide approves a request for an Annuitant of greater age.
On the Annuitization Date, the Annuitant becomes the new owner and has all ownership rights in the contract. The Annuitant is the person who receives annuity payments and the person upon whose continuation of life any annuity payment involving life contingencies depends.
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Contingent Annuitant
Prior to the Annuitization Date, if the Annuitant dies before the Annuitization Date, the Contingent Annuitant becomes the Annuitant and all provisions of the Contract that are based on the Annuitant’s death prior to the Annuitization Date will be based on the death of the Contingent Annuitant. Only Non-Qualified Contract Owners may name a Contingent Annuitant. Once the Contingent Annuitant becomes the Annuitant, a new Contingent Annuitant cannot be named.
On the date the application is signed, the Contingent Annuitant must be age 85 or younger unless Nationwide approves a request to name an older Contingent Annuitant.
Co-Annuitant
Prior to the Annuitization Date, a Co-Annuitant is entitled to receive the benefit of the Spousal Protection Feature, provided all of the requirements set forth in the "Spousal Protection Feature" section are met. A Co-Annuitant, if named, must be the Annuitant’s spouse. If either Co-Annuitant dies before the Annuitization Date, the surviving Co-Annuitant may continue the Contract and will receive the benefit of the Spousal Protection Feature.
After the Annuitization Date, the Co-Annuitant has no interest in the Contract.
Joint Annuitant
Prior to Annuitization, there is no joint annuitant.
At Annuitization, if applicable, a joint annuitant is named. The joint annuitant is designated as a second person (in addition to the Annuitant) upon whose continuation of life any annuity payment involving life contingencies depends.
Beneficiary And Contingent Beneficiary
Prior to Annuitization, the Beneficiary is the person who is entitled to the Death Benefit if the Annuitant (and Contingent Annuitant, if applicable) dies before the Annuitization Date and there is no Joint Owner. The Contract Owner can name more than one Beneficiary. Multiple Beneficiaries will share the death benefit equally, unless otherwise specified.
A Contingent Beneficiary will succeed to the rights of the Beneficiary if no Beneficiary is alive when a Death Benefit is paid. The Contract Owner can name more than one Contingent Beneficiary. Multiple Contingent Beneficiaries will share the Death Benefit equally, unless otherwise specified.
After Annuitization, the Beneficiaries and Contingent Beneficiaries have no interest in the Contract.
Changes to the Parties to the Contract
To the extent allowed by state law, we reserve the right to refuse our consent to any request to change the Contract Owner at any time on a non-discriminatory basis if the change would violate or result in noncompliance with any applicable state or federal law or regulation. Prior to the Annuitization Date (and subject to any existing assignments), the Contract Owner may request to change the following:
•
Contract Owner (Non-Qualified Contracts only);
•
Joint Owner (must be the Contract Owner’s spouse);
•
Annuitant (subject to Nationwide’s underwriting and approval);
•
Contingent Annuitant (subject to Nationwide’s underwriting and approval);
•
Co-Annuitant (subject to Nationwide’s underwriting and approval);
•
Beneficiary; or
•
Contingent Beneficiary
The Contract Owner must submit the request to Nationwide in writing and Nationwide must receive the request at the Service Center before the Annuitization Date. Once Nationwide receives and records the change request, the change will be effective as of the date the written request was signed (unless otherwise specified by the Contract Owner), whether or not the Contract Owner or Annuitant is living at the time it was recorded. The change will not affect any action taken by Nationwide before the change was recorded. Nationwide reserves the right to reject any change request that would alter the nature of the risk that Nationwide assumed when it originally issued the Contract.
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If the Contract Owner is not a natural person and there is a change of the Annuitant, distributions will be made as if the Contract Owner died at the time of the change, regardless of whether the Contract Owner named a Contingent Annuitant.
Any request to change the Contract Owner must be signed by the existing Contract Owner and the person designated as the new Contract Owner. Nationwide may require a signature guarantee. Changes in contract ownership may result in federal income taxation and may be subject to state and federal gift taxes. Certain features under the Contract may have specific requirements as to who can be named as the Contract Owner, Annuitant, Co-Annuitant, and/or Beneficiary in order to receive the benefit of the feature. Changes to the parties to the Contract may result in the termination or loss of benefit of these features.
If Nationwide permits an assignment or a change in ownership of the Contract, the Death Benefit under the Contract will be the Surrender Value unless the requirements specified under the "Impact of Ownership Changes and Assignment on the Death Benefit" section are satisfied.
Assignment
To the extent allowed by state law, Nationwide reserves the right to refuse its consent to any assignment at any time on a non-discriminatory basis if the assignment would violate or result in noncompliance with any applicable state or federal law or regulation. The Contract Owner may request to assign or transfer rights under the Contract by sending Nationwide a signed and dated request. Nationwide will not be bound by an assignment until it acknowledges the assignment.
If Nationwide consents to an assignment, the assignment takes effect on the date it is signed, unless otherwise specified by the request. Nationwide is not responsible for the validity of an assignment, any tax consequences of any assignment, or for any payment or other settlement made prior to our receipt and consent of and assignment.
Upon assignment or a change in ownership of the Contract, the Death Benefit under the Contract will be the Surrender Value unless the requirements specified under the "Impact of Ownership Changes and Assignment on the Death Benefit" section are satisfied.
Impact Of Ownership Changes and Assignment on the Death Benefit
If the Contract Owner is changed, or if the Contract is assigned, prior to the Death Benefit becoming payable, the Death Benefit will equal the Surrender Value, except in any of the following circumstances:
(1)
The new Contract Owner or assignee assumes full ownership of the Contract. We reserve the right to determine when such circumstances occur in our sole discretion. Examples of such circumstances may include (a) when ownership is transferred from an individual to a revocable trust for the benefit of the same individual; (b) when ownership changes due to a change in a Contract Owner’s spouse; or (c) when ownership changes because there is a change to a court appointed guardian representing the Contract Owner during the Contract Owner’s lifetime.
(2)
Ownership of a Contract as an IRA or Roth IRA is being changed from one custodian to another, from the Contract Owner to a custodian, or from a custodian to the Contract Owner.
(3)
The assignment is for the purpose of effectuating an exchange pursuant to Section 1035 of the Code.
(4)
The change is the removal of a Contract Owner or Joint Owner when the Contract is jointly owned.
Beneficially Owned Contracts
A beneficially owned contract is a contract that is inherited or purchased by a beneficiary and the beneficiary holds the contract as a beneficiary (as opposed to treating the contract as his/her own) to facilitate the distribution of a Death Benefit or Contract Value in accordance with the applicable federal tax laws (see "Appendix C: Contract Types and Tax Information"). An owner of a beneficially owned contract is referred to as a "beneficial owner."
There are two types of beneficially owned contracts, a "continued beneficially owned contract" and a "purchased beneficially owned contract." A continued beneficially owned contract is when a beneficiary inherits a contract and continues that contract as a beneficial owner. A "purchased beneficially owned contract" is when a beneficiary purchases a new contract using a death benefit or contract value that the beneficiary inherited under a different annuity contract.
Not all options and features described in this prospectus are available to beneficially owned contracts:
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•
Withdrawals under beneficially owned contracts are subject to applicable CDSC and MVA except when the withdrawals are made from a continued beneficially owned contract that is inherited as death benefit proceeds (as opposed to inherited contract value).
•
A beneficial owner must be both the Contract Owner and the Annuitant of a beneficially owned contract, and no additional parties may be named, except that a purchased beneficially owned contract may name a Co-Annuitant, if applicable.
•
No changes to the parties will be permitted on any beneficially owned contract, except that a beneficial owner may request changes to their successor beneficiary(ies).
•
Beneficially owned contracts cannot be assigned, except that a beneficial owner may assign rights to the distribution payments.
•
There is no death benefit payable on a on a continued beneficially owned contract. After the death of the beneficial owner, any remaining death benefit or contract value to be distributed will be payable to a successor beneficiary in accordance with applicable federal tax laws.
A beneficiary who is the surviving spouse of a contract owner has the option under the tax laws to continue the contract as the sole contract owner and treat the contract as the spouse’s own. If a spouse continues the contract as the sole contract owner, the spouse will not be treated as a beneficial owner and this section will not apply.
Operation of the Contract
Contract Value and Strategy Values
The Contract Value is calculated each Business Day and is the sum of the Fixed Strategy Value and the Index Strategy Values for each of the Index Strategies.
The Fixed Strategy Value is equal to the amount allocated to the Fixed Strategy plus any interest credited.
The Index Strategy Value is calculated separately for each Index Strategy and is equal to the Index Strategy’s Index Strategy Basis plus the Index Strategy Earnings (which may be positive, negative, or equal to zero).
Index Strategy Basis
The Index Strategy Basis is a value used to calculate the Index Strategy Value and the Index Strategy Earnings. The Index Strategy Basis is not a cash value under the Contract and cannot be surrendered, although it is a component of the Index Strategy Value which represents the value that can be surrendered.
On the first day of a Strategy Term, the Index Strategy Basis of an Index Strategy equals the amount allocated to the Index Strategy. On any day during a Strategy Term other than the Strategy Term End Date, the Index Strategy Basis is equal to the Index Strategy Basis on the first day of the Strategy Term minus any partial withdrawals (including any applicable CDSC), fees, or premium taxes, and plus any MVA that occurred during the Strategy Term. On the Strategy Term End Date, after the Index Strategy Value is calculated, the Index Strategy Basis is reset to equal the Index Strategy Value.
Partial withdrawals, fees, and premium taxes reduce the Index Strategy Basis in the same proportion that the partial withdrawal, fee, or premium tax reduced the Index Strategy’s Index Strategy Value on the date the transaction occurs. Specifically, the reduction to an Index Strategy’s Index Strategy Basis is calculated as follows:
| Total partial withdrawal, fee, and/or premium tax deducted from Index Strategy Value on a specific date Index Strategy Value on the date of the transaction |
X |
Index Strategy Basis on the date of the transaction |
The practical effect of this formula is that when the Index Strategy Basis is greater than the Index Strategy Value at the time of the transaction, the Index Strategy Basis will be reduced by more than the dollar amount of the withdrawal, fee, or premium tax. For example, if a $5,000 withdrawal is taken and on that date the Index Strategy Value is $125,000 and the Index Strategy Basis is $150,000, the Index Strategy Value will be reduced by $5,000 and the Index Strategy Basis will be reduced by $6,000 ($5,000/$125,000 x $150,000 = $6,000).
The Index Strategy Basis will also increase during a Strategy Term if an adjustment is made to the Index Strategy Value under the Return of Premium Death Benefit Option. The Strategy Basis will increase by the same percentage that the Strategy Value increased due to this adjustment.
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Surrender Value
The Surrender Value is the amount available upon full surrender of the Contract. The Surrender Value is equal to the Contract Value less any applicable CDSC and premium taxes, and plus any applicable MVA. Nationwide may deduct taxes from the Surrender Value.
A full surrender of the Fixed Strategy Value is subject to minimum amounts required by state law. Nationwide guarantees that any full surrender of the Fixed Strategy Value will be at least equal to the minimums required by state law.
Index Strategy Earnings
Index Strategy Earnings can be positive, negative, or equal to zero. How Index Strategy Earnings are calculated depends on the day of the Strategy Term on which they are calculated. On the Strategy Term End Date, Index Strategy Earnings are calculated using a percentage called the Term End ISE Percentage, which is calculated by applying the applicable Buffer, Participation Rate, and Cap Rate or Cap+ Rate to the Index Performance as described in the "Term End Index Strategy Earnings Percentage (Term End ISE Percentage)" section. On any other day during the Strategy Term, Index Strategy Earnings are calculated using a percentage called the Daily ISE Percentage as described in the "Daily Index Strategy Earnings Percentage (Daily ISE Percentage)" section.
Term End Index Strategy Earnings Percentage (Term End ISE Percentage)
On the Strategy Term End Date, Index Strategy Earnings equal the Index Strategy Basis on the Strategy Term End Date multiplied by the Term End ISE Percentage.
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Right to Examine and Cancel
The Contract Owner has the right to examine and cancel the Contract. If the Contract Owner elects to cancel the Contract, he/she may return it to the Service Center within a certain period of time known as the "free look" period. Depending on the state in which the Contract was purchased (and, in some states, if the Contract is purchased as a replacement for another annuity contract), the free look period may be 10 days or longer. For ease of administration, Nationwide will honor any free look cancellation request that is in good order and received at the Service Center or postmarked within 30 days after the Date of Issue regardless of the state in which your Contract was issued.
Where state law requires the return of purchase payments for free look cancellations, Nationwide will return the Purchase Payment applied to the Contract, less any withdrawals from the Contract and any applicable federal and state income tax withholding. Where state law requires the return of contract value for free look cancellations, Nationwide will return the Contract Value as of the date of the cancellation, less any withdrawals from the Contract and any applicable federal and state income tax withholding.
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Withdrawals
The Contract Owner may take a partial withdrawal or full surrender of the Contract at any time prior to the Annuitization Date or the death of the Annuitant. Withdrawals from the Contract may be subject to a CDSC and MVA. Withdrawals from the Contract may also be subject to income tax, and Contract Owners taking withdrawals before 59½ may be subject to a 10% tax penalty (see "Appendix C: Contract Types and Tax Information").
On any day other than the Strategy Term End Date, Nationwide uses the Daily ISE Percentage to calculate Index Strategy Earnings, which is an estimated present value of what the Index Strategy Earnings will be at the end of the Strategy Term. The method used to calculate the Daily ISE Percentage may result in losses even if negative Index Performance is within the Buffer or losses even when the Index Performance has increased since the beginning of the Strategy Term. These losses are realized when a partial withdrawal or full surrender is taken. See "Daily Index Strategy Earnings Percentage (Daily ISE Percentage)."
The Contract Owner must submit a request for a partial withdrawal or full surrender to the Service Center. Nationwide will not process a request until it is received by Nationwide in good order. Nationwide will not consider the request to be in good order unless the request (i) is in writing or another form that Nationwide deems acceptable and (ii) includes all the information necessary for Nationwide to process the request. For a partial withdrawal, the withdrawal must be at least $100. Nationwide reserves the right to require that the signature(s) associated with any partial withdrawal or full surrender request be guaranteed by a qualifying institution or other firm qualified to give such a guaranty.
Nationwide has the right to suspend or delay the date of any partial withdrawal or full surrender payment when the partial withdrawal or full surrender request is in a form that is not acceptable to Nationwide. Nationwide further reserves the right to delay payment of a partial withdrawal or full surrender for up to six months from the date the request is received by Nationwide, subject to regulatory approval.
When Nationwide receives a completed partial withdrawal or full surrender request (including all information necessary for Nationwide to process the partial withdrawal or full surrender), Nationwide will process the request by deducting the amount requested from the Contract Value. The amount received by the Contract Owner will be equal to the amount of the partial withdrawal or full surrender requested, minus any applicable CDSC and any applicable taxes (including premium taxes), plus any applicable MVA.
Unless otherwise specified by the Contract Owner, partial withdrawals will be taken proportionally from the Strategies in which the Contract Owner is allocated based on the Contract Value in the Strategies at the time of the request. In addition, partial withdrawals reduce the Index Strategy Basis in the same proportion that the partial withdrawal reduces the Index Strategy’s Index Strategy Value on the date the partial withdrawal occurs. When the Index Strategy Basis is greater than the Index Strategy Value at the time of a withdrawal, a proportional reduction will reduce the Index Strategy Basis by more than the dollar amount of the withdrawal.
If a full surrender of the Contract is requested, the Contract Owner will receive the Surrender Value. See "Surrender Value." A full surrender terminates the Contract.
For tax purposes, a withdrawal will be treated as a withdrawal of earnings first.
Partial Withdrawal Treated as a Full Surrender
Nationwide may treat a request for a partial withdrawal as a request for a full surrender of the Contract if: (a) the partial withdrawal would reduce the Contract Value to an amount less than $5,000; and (b) the Purchase Payment minus the sum of any withdrawals is less than $5,000.
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| Example: |
| Ms. H elects to take Systematic Withdrawals equal to $5,000 on a quarterly basis. Each quarter Nationwide will withdraw $5,000 from Ms. H’s contract proportionally from each Strategy, and will mail her a check or wire the funds to the financial institution of her choice. |
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Annuity Commencement Date
The Annuity Commencement Date is the date on which annuity payments are scheduled to begin. Generally, the Contract Owner designates the Annuity Commencement Date at the time of application. If no Annuity Commencement Date is designated at the time of application, Nationwide will establish the Annuity Commencement Date as the date the Annuitant reaches age 90. The Contract Owner may initiate a change to the Annuity Commencement Date at any time. Additionally, Nationwide will notify the Contract Owner approximately 90 days before the impending Annuity Commencement Date of the opportunity to change the Annuity Commencement Date or Annuitize the Contract.
Any request to change the Annuity Commencement Date must meet the following requirements:
•
the request is made prior to the Annuitization Date;
•
the requested date is at least two years after the Date of Issue;
•
the requested date is not later than the first day of the first calendar month after the Annuitant’s 115th birthday unless approved by Nationwide; and
•
the request for change is made in writing, submitted to the Service Center and approved by Nationwide.
Generally, Nationwide will not initiate Annuitization until specifically directed to do so. However, for Non-Qualified Contracts only, Nationwide will automatically initiate Annuitization within 45 days after the Annuity Commencement Date (whether default or otherwise), unless (1) Nationwide has had direct contact with the Contract Owner (indicating that the contract is not abandoned); or (2) the Contract Owner has taken some type of action which is inconsistent with the desire to annuitize.
Annuitizing the Contract
Annuitization
Annuitization is the period during which annuity payments are received. Annuitization is irrevocable once annuity payments have begun. Upon the Annuitization Date, the Annuitant must elect an annuity payment option.
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Annuity purchase rates are used to determine the amount of the annuity payments based upon the annuity payment option elected. Actual purchase rates used to determine annuity payments will be those in effect on the Annuitization Date. Annuity benefits at the time of their commencement will not be less than those that would be provided by the application of the Surrender Value to purchase a single premium immediate annuity contract at purchase rates offered by Nationwide at the time to the same class of annuitants.
Any optional death benefit that the Contract Owner elects will automatically terminate upon Annuitization.
Fixed Annuity Payments
Fixed annuity payments provide for level annuity payments. Premium taxes are deducted prior to determining fixed annuity payments. The fixed annuity payments will remain level unless the annuity payment option provides otherwise.
Lump sum annuity payment options are not available.
Frequency and Amount of Payments
Annuity payments are based on the annuity payment option elected.
Nationwide reserves the right to change the frequency of payments if the amount of any payment becomes less than $100. The payment frequency will be changed to an interval that will result in payments of at least $100. Nationwide will send annuity payments no later than 10 Business Days after each annuity payment date.
Annuity Payment Options
The Annuitant must elect an annuity payment option before the Annuitization Date. If the Annuitant does not elect an annuity payment option, the fixed single life annuity with 240 monthly payments guaranteed annuity payment option will be assumed as the automatic form of payment upon Annuitization. Once elected or assumed, the annuity payment option may not be changed.
Not all of the annuity payment options may be available in all states. Additionally, the annuity payment options available may be limited based on the Annuitant’s age (and the joint annuitant’s age, if applicable) or requirements under the Code.
Nationwide reserves the right to refuse any purchase payment that would result in the cumulative total for all contracts issued by Nationwide on the life of any one Annuitant or owned by any one Contract Owner to exceed $1,000,000. If a Contract Owner does not submit purchase payments in excess of $1,000,000, or if Nationwide has refused to accept purchase payments in excess of $1,000,000, the references in this provision to purchase payments in excess of $1,000,000 will not apply. If the Contract Owner is permitted to submit purchase payments in excess of $1,000,000, additional restrictions apply, as follows.
Annuity Payment Options for Contracts with Total Purchase Payments and/or Surrender Value Annuitized Less Than or Equal to $2,000,000
If, at the Annuitization Date, the total of the purchase payment made to the contract and/or the Surrender Value annuitized is less than or equal to $2,000,000, the annuity payment options available are:
•
Single life;
•
Joint and survivor; and
•
Single life with a 10 or 20 year term certain.
Each of the annuity payment options is discussed more thoroughly below.
Single Life
The single life annuity payment option provides for annuity payments to be paid during the lifetime of the Annuitant. This option is not available if the Annuitant is 86 or older on the Annuitization Date.
Payments will cease with the last payment before the Annuitant’s death. For example, if the Annuitant dies before the second annuity payment date, the Annuitant will receive only one payment. The Annuitant will only receive two annuity payments if he or she dies before the third payment date, and so on. No death benefit will be paid.
No withdrawals other than the scheduled annuity payments are permitted.
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Joint and Survivor
The joint and survivor annuity payment option provides for annuity payments to continue during the joint lifetimes of the Annuitant and joint annuitant. After the death of either the Annuitant or joint annuitant, payments will continue for the life of the survivor. This option is not available if the Annuitant or joint annuitant is 86 or older on the Annuitization Date.
Payments will cease with the last payment due prior to the death of the last survivor of the Annuitant and joint annuitant. As is the case of the single life annuity payment option, there is no guaranteed number of payments. Therefore, it is possible that if the Annuitant dies before the second annuity payment date, the Annuitant will receive only one annuity payment. No death benefit will be paid.
No withdrawals other than the scheduled annuity payments are permitted.
Single Life with a 10 or 20 Year Term Certain
The single life with a 10 or 20 year term certain annuity payment option provides that monthly annuity payments will be paid during the Annuitant’s lifetime or for the term selected, whichever is longer. The term may be either 10 or 20 years.
If the Annuitant dies before the end of the 10 or 20 year term, payments will be paid to the beneficiary for the remainder of the term.
No withdrawals other than the scheduled annuity payments are permitted.
Any Other Option
Annuity payment options not set forth in this provision may be available. Any annuity payment option not set forth in this provision must be approved by Nationwide.
Annuity Payment Options for Contracts with Total Purchase Payments and/or Surrender Value Annuitized Greater Than $2,000,000
If, at the Annuitization Date, the total of the purchase payment made to the contract and/or the Contract Value to be annuitized is greater than $2,000,000, Nationwide may limit the annuity payment option to the longer of:
1)
a fixed single life annuity with a 20 year term certain; or
2)
a fixed single life annuity with a term certain to age 95.
Annuitization of Amounts Greater Than $5,000,000
Additionally, Nationwide may limit the amount that may be annuitized on a single life to $5,000,000. If the total amount to be annuitized is greater than $5,000,000 under this contract and/or for all Nationwide issued annuity contracts with the same Annuitant, the Contract Owner must:
1)
reduce the amount to be annuitized to $5,000,000 or less by taking a partial withdrawal from the Contract;
2)
reduce the amount to be annuitized to $5,000,000 or less by exchanging the portion of the Contract Value in excess of $5,000,000 to another annuity contract; or
3)
annuitize the portion of the Contract Value in excess of $5,000,000 under an annuity payment option with a term certain, if available.
Statements and Reports
Prior to the Annuitization Date, statements will be sent to the Contract Owner’s last known address. Contract Owners should promptly notify the Service Center of any address change.
Nationwide will mail to Contract Owners:
•
statements showing the Contract’s quarterly activity; and
•
confirmation statements showing transactions that affect the Contract’s value.
Contract Owners can receive information from Nationwide faster and reduce the amount of mail they receive by signing up for Nationwide’s eDelivery program. Nationwide will notify Contract Owners by email when important documents (statements, prospectuses and other documents) are ready to view, print, or download from Nationwide’s secure server. To choose this option, go to nationwide.com/login.
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Contract Owners should review statements carefully. All errors or corrections must be reported to Nationwide immediately to assure proper crediting to the Contract. Unless Nationwide is notified within 30 days of receipt of the statement, Nationwide will assume statements are correct.
Legal Proceedings
Nationwide Life Insurance Company
Nationwide Financial Services, Inc. (NFS, or collectively with its subsidiaries, (the "Company") was formed in November 1996. NFS is the holding company for Nationwide Life Insurance Company (NLIC), Nationwide Life and Annuity Insurance Company (NLAIC) and other companies that comprise the life insurance and retirement savings operations of the Nationwide group of companies (Nationwide). This group includes Nationwide Financial Network (NFN), an affiliated distribution network that markets directly to its customer base. NFS is incorporated in Delaware and maintains its principal executive offices in Columbus, Ohio.
The Company is subject to legal and regulatory proceedings in the ordinary course of its business. These include proceedings specific to the Company and proceedings generally applicable to business practices in the industries in which the Company operates. The outcomes of these proceedings cannot be predicted due to their complexity, scope, and many uncertainties. The Company believes, however, that based on currently known information, the ultimate outcome of all pending legal and regulatory proceedings is not likely to have a material adverse effect on the Company’s financial condition.
The various businesses conducted by the Company are subject to oversight by numerous federal and state regulatory entities, including but not limited to the Securities and Exchange Commission, the Financial Industry Regulatory Authority, the Department of Labor, the Internal Revenue Service, the Office of the Comptroller of the Currency, and state insurance authorities. Such regulatory entities may, in the normal course of business, be engaged in general or targeted inquiries, examinations and investigations of the Company and/or its affiliates. With respect to all such scrutiny directed at the Company or its affiliates, the Company is cooperating with regulators.
Financial Statements
Financial statements for Nationwide are located in the Statement of Additional Information. A current Statement of Additional Information may be obtained, without charge, by contacting the Service Center, or can be found online at https://nw.onlineprospectus.net/NW/c000265036nw/?ctype=product_sai.
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| Index1 |
Type of Index |
Strategy Term |
Index Crediting Methodology |
Current Buffer (if held until end of Strategy Term) |
Minimum Cap Rate (for the life of the Index Strategy) |
Minimum Participation Rate (for the life of the Index Strategy) |
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Minimum Guaranteed Fixed Strategy Rate |
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Appendix B: State Variations
Described below are the variations to certain prospectus disclosures resulting from state law or the instruction provided by state insurance authorities as of the date of this prospectus. Information regarding a state’s requirements does not mean that Nationwide currently offers contracts within that jurisdiction. These variations are subject to change without notice and additional variations may be imposed as required by specific states.
| State |
State Law Variations |
| California |
● The Death Benefit does not change to Surrender Value upon assignment or a change in ownership of the Contract. ● The CDSC and MVA waiver under the Increase in Remaining Free Withdrawal Amount after a Long-Term Care and Terminal Illness or Injury (CDSC And MVA Waiver) section is not available. |
| Connecticut |
● The Death Benefit does not change to Surrender Value upon assignment or a change in ownership of the Contract. ● Under the Long-Term Care Event subsection of the Increase in Remaining Free Withdrawal Amount after a Long-Term Care and Terminal Illness or Injury (CDSC And MVA Waiver) section, an LTC Event must be after the second Contract Anniversary. |
| Florida |
● Purchase Payments for any other annuity contract issued by Nationwide to the Contract Owner, Annuitant, or Contingent Annuitant will not be considered for purposes of determining whether the Purchase Payment under this Contract exceeds $1,000,000. ● The Annuity Commencement Date must be at least one year after the Date of Issue. ● The Death Benefit does not change to Surrender Value upon assignment or a change in ownership of the Contract. |
| Hawaii |
● Joint Owners are not limited to spouses. |
| Illinois |
● The Contract will not be contested. ● Misstatements made as to the sex of the Contract Owner, Joint Owner, Annuitant, Co- Annuitant, Contingent Annuitant, Beneficiary or Contingent Beneficiary are excluded from the Misstatements of Age or Sex section. |
| Massachusetts |
● The CDSC and MVA waiver under the Increase in Remaining Free Withdrawal Amount After a Long-Term Care or Terminal Illness or Injury Event (CDSC and MVA Waiver) section is not available. |
| Montana |
● Misstatements made as to the sex of the Contract Owner, Joint Owner, Annuitant, Co- Annuitant, Contingent Annuitant, Beneficiary or Contingent Beneficiary are excluded from the Misstatements of Age or Sex section. |
| New Jersey |
● The Contract Owner, Joint Owner, Beneficiary and Contingent Beneficiary are excluded from the Misstatements of Age or Sex section. ● Under the Purchase Payment section, purchase payments for any other annuity contract issued by Nationwide with the same Contract Owner or Annuitant does not apply to Nationwide’s reservation of right to refuse any Purchase Payment in excess of $1,000,000 under this Contract. |
| Pennsylvania |
● Joint Owners are not limited to spouses. ● The CDSC and MVA waiver under the Increase in Remaining Free Withdrawal Amount After a Long-Term Care or Terminal Illness or Injury Event (CDSC and MVA Waiver) section is not available. |
| Texas |
● Under the Terminal Illness or Injury Event subsection of the Increase in Remaining Free Withdrawal Amount after a Long-Term Care and Terminal Illness or Injury (CDSC And MVA Waiver) section, a TI Event can occur at any time after the Date of Issue. ● Under the Purchase Payment section, purchase payments for any other annuity contract issued by Nationwide with the same Contract Owner or Annuitant does not apply to Nationwide’s reservation of right to refuse any Purchase Payment in excess of $1,000,000 under this Contract. |
| Washington |
● A CDSC and MVA waiver for a "Terminal Illness or Injury Event" is not available under The Increase in Remaining Free Withdrawal Amount After a Long-Term Care or Terminal Illness or Injury Event (CDSC and MVA Waiver) section. |
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Appendix C: Contract Types and Tax Information
Types of Contracts
The contracts described in this prospectus are classified according to the tax treatment to which they are subject under the Internal Revenue Code (the "Code"). Following is a general description of the various contract types. Eligibility requirements, tax benefits (if any), limitations, and other features of the contracts will differ depending on contract type.
Non-Qualified Contracts
A non-qualified contract is a contract that does not qualify for certain tax benefits under the Code, such as deductibility of purchase payments, and which is not an IRA, Roth IRA, SEP IRA, Simple IRA, or part of a pension plan or employer-sponsored retirement program.
Upon the death of the owner of a non-qualified contract, mandatory distribution requirements are imposed to ensure distribution of the entire balance in the contract within a required period.
Non-qualified contracts that are owned by natural persons allow the deferral of taxation on the income earned in the contract until it is distributed or deemed to be distributed. Non-qualified contracts that are owned by non-natural persons, such as trusts, corporations, and partnerships are generally subject to current income tax on the income earned inside the contract, unless the non-natural person owns the contract as an agent of a natural person.
Charitable Remainder Trusts
Charitable Remainder Trusts are trusts that meet the requirements of Section 664 of the Code. An annuity that has a Charitable Remainder Trust endorsement is not a Charitable Remainder Trust; the endorsement is merely to facilitate ownership of the contract by a Charitable Remainder Trust. Non-Qualified Contracts that are issued to Charitable Remainder Trusts will differ from other Non-Qualified Contracts in three respects:
(1)
Waiver of sales charges. In addition to any sales load waivers included in the contract, Charitable Remainder Trusts may also withdraw the difference between:
(a)
the contract value on the day before the withdrawal; and
(b)
the total amount of purchase payments made to the contract (less an adjustment for amounts surrendered).
(2)
Contract ownership at annuitization. On the annuitization date, if the contract owner is a Charitable Remainder Trust, the Charitable Remainder Trust will continue to be the contract owner and the annuitant will NOT become the contract owner.
(3)
Recipient of death benefit proceeds. With respect to the death benefit proceeds, if the contract owner is a Charitable Remainder Trust, the death benefit is payable to the Charitable Remainder Trust. Any designation in conflict with the Charitable Remainder Trust’s right to the death benefit will be void.
While these provisions are intended to facilitate a Charitable Remainder Trust's ownership of this contract, the rules governing Charitable Remainder Trusts are numerous and complex. A Charitable Remainder Trust that is considering purchasing this contract should seek the advice of a qualified tax and/or financial professional prior to purchasing the contract.
Individual Retirement Annuities (IRAs)
IRAs are contracts that satisfy the provisions of Section 408(b) of the Code, including the following requirements:
•
the contract is not transferable by the owner;
•
the premiums are not fixed;
•
if the contract owner is younger than age 50, the annual premium cannot exceed $7,500; if the contract owner is age 50 or older, the annual premium cannot exceed $8,600 (although rollovers of greater amounts from Qualified Plans, tax sheltered annuities, certain 457 governmental plans, and other IRAs can be received);
•
certain minimum distribution requirements must be satisfied after the owner attains their "applicable age" as defined in the Code;
•
the entire interest of the owner in the contract is nonforfeitable; and
•
after the death of the owner, additional distribution requirements may be imposed to ensure distribution of the entire balance in the contract within the statutory period of time.
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As used herein, the term "individual retirement plans" shall refer to both individual retirement annuities and individual retirement accounts that are described in Section 408 of the Code.
For further details regarding IRAs, refer to the disclosure statement provided when the IRA was established and the annuity contract’s IRA endorsement.
Roth IRAs
Roth IRA contracts are contracts that satisfy the provisions of Section 408A of the Code, including the following requirements:
•
the contract is not transferable by the owner;
•
the premiums are not fixed;
•
if the contract owner is younger than age 50, the annual premium cannot exceed $7,500; if the contract owner is age 50 or older, the annual premium cannot exceed $8,600 (although rollovers of greater amounts from other Roth IRAs and other individual retirement plans can be received);
•
the entire interest of the owner in the contract is nonforfeitable; and
•
after the death of the owner, certain distribution requirements may be imposed to ensure distribution of the entire balance in the contract within the statutory period of time.
For further details regarding Roth IRAs, please refer to the disclosure statement provided when the Roth IRA was established and the annuity contract’s IRA endorsement.
Simplified Employee Pension IRAs (SEP IRA)
A SEP IRA is a written plan established by an employer for the benefit of employees which permits the employer to make contributions to an IRA established for the benefit of each employee.
An employee may make deductible contributions to a SEP IRA subject to the same restrictions and limitations as an IRA. In addition, the employer may make contributions to the SEP IRA, subject to dollar and percentage limitations imposed by both the Code and the written plan.
A SEP IRA plan must satisfy:
•
minimum participation rules;
•
top-heavy contribution rules;
•
nondiscriminatory allocation rules; and
•
requirements regarding a written allocation formula.
In addition, the plan cannot restrict withdrawals of non-elective contributions, and must restrict withdrawals of elective contributions before March 15th of the following year.
Simple IRAs
A Simple IRA is an Individual Retirement Annuity that is funded exclusively by a qualified salary reduction arrangement and satisfies:
•
vesting requirements;
•
participation requirements; and
•
administrative requirements.
The funds contributed to a Simple IRA cannot be commingled with funds in other individual retirement plans or SEP IRAs.
A Simple IRA cannot receive rollover distributions except from another Simple IRA.
Investment Only (Qualified Plans)
Contracts that are owned by Qualified Plans are not intended to confer tax benefits on the beneficiaries of the plan; they are used as investment vehicles for the plan. The income tax consequences to the beneficiary of a Qualified Plan are controlled by the operation of the plan, not by operation of the assets in which the plan invests.
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Beneficiaries of Qualified Plans should contact their employer and/or trustee of the plan to obtain and review the plan, trust, summary plan description and other documents for the tax and other consequences of being a participant in a Qualified Plan.
Federal Tax Considerations
Federal Income Taxes
The tax consequences of purchasing a contract described in this prospectus will depend on:
•
the type of contract purchased;
•
the purposes for which the contract is purchased; and
•
the personal circumstances of individual investors having interests in the contracts.
Existing tax rules are subject to change and may affect individuals differently depending on their situation. Nationwide does not guarantee the tax status of any contracts or any transactions involving the contracts.
The following is a brief summary of some of the federal income tax considerations related to the types of contracts sold in connection with this prospectus. In addition to the federal income tax, distributions from annuity contracts may be subject to state and local income taxes. Nothing in this prospectus should be considered to be tax advice. Purchasers and prospective purchasers of the contract should consult a financial professional, tax advisor, or legal counsel to discuss the taxation and use of the contracts.
IRAs, SEP IRAs, and Simple IRAs
Distributions from IRAs, SEP IRAs, and Simple IRAs are generally taxed as ordinary income when received. If any of the amounts contributed to the Individual Retirement Annuity was non-deductible for federal income tax purposes, then a portion of each distribution is excludable from income.
The portion of a distribution that is excludable from income is based on the ratio of the amount by which non-deductible purchase payments exceed prior non-taxable distributions to total account balances at the time of the distribution. The owner of an IRA, SEP IRA, or Simple IRA must annually report the amount of non-deductible purchase payments, the amount of any distribution, the amount by which non-deductible purchase payments for all years exceed nontaxable distributions for all years, and the total balance of all IRAs, SEP IRAs, or Simple IRAs. Depending on the circumstance of the owner, all or a portion of the contributions (purchase payments) made to the account may be deducted for federal income tax purposes.
IRAs may receive rollover contributions from other individual retirement accounts, other individual retirement annuities, tax sheltered annuities, certain 457 governmental plans, and qualified retirement plans (including 401(k) plans).
When the owner of an IRA attains their applicable age, the IRA owner is required to begin taking certain minimum distributions. In addition, upon the death of the owner of an IRA, the Code imposes mandatory distribution requirements to ensure distribution of the entire contract value within the required statutory period. Due to the Treasury Regulation’s valuation rules, the amount used to compute the mandatory distributions may exceed the contract value.
If the contract owner dies before the contract is completely distributed, the balance will be included in the contract owner’s gross estate for tax purposes.
One-Rollover-Per-Year Limitation
A contract owner can receive a distribution from an IRA and roll it into another IRA within 60 days from the date of the distribution and not have the amount of the distribution included in taxable income. Only one rollover per year from a contract owner’s IRA is allowed. The one-year period begins on the date the contract owner receives the IRA distribution, and not on the date the IRA was rolled over.
The one-rollover-per-year limitation applies in the aggregate to all the IRAs that a taxpayer owns. This means that a contract owner cannot make an IRA rollover distribution if, within the previous one-year period, an IRA rollover distribution was taken from any other IRAs owned by the taxpayer. Also, rollovers between an individual’s Roth IRAs would prevent a separate rollover between the individual’s traditional IRAs within the one-year period, and vice versa.
Direct transfers of IRA funds between IRA trustees are not subject to the one rollover per year limitation because such transfers are not considered rollover distributions. Also, a rollover from a traditional IRA to a Roth IRA (a conversion) is not subject to the one rollover per year limitation, and such a rollover is disregarded in applying the one rollover per year limitation to other rollovers.
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Roth IRAs
Distributions of earnings from Roth IRAs are taxable or nontaxable depending upon whether they are "qualified distributions" or "non-qualified distributions." A "qualified distribution" is nontaxable if it is made after the Roth IRA has satisfied the five-year rule and meets one of the following requirements:
•
it is made on or after the date on which the contract owner attains age 59½;
•
it is made to a beneficiary (or the contract owner’s estate) on or after the death of the contract owner;
•
it is attributable to the contract owner’s disability; or
•
it is used for expenses attributable to the purchase of a home for a qualified first-time buyer.
The five-year rule is satisfied if a five taxable-year period has passed beginning with the first tax year in which a contribution is made to any Roth IRA established by the owner.
A non-qualified distribution is not includable in gross income to the extent that the distribution, when added to all previous distributions, does not exceed the total amount of contributions made to the Roth IRA. Any non-qualified distribution in excess of total contributions is includable in the contract owner’s gross income as ordinary income in the year that it is distributed to the contract owner.
A Roth IRA can receive a rollover from an individual retirement plan or another eligible retirement plan; however, the amount rolled over from the individual retirement plan or other eligible retirement plan to the Roth IRA is required to be included in the owner's federal gross income at the time of the rollover and will be subject to federal income tax. However, a rollover or conversion of an amount from an IRA or eligible retirement plan cannot be recharacterized back to an IRA.
Special rules apply for Roth IRAs that have proceeds received from an individual retirement plan prior to January 1, 1999 if the owner elected the special four-year income averaging provisions that were in effect for 1998.
If the contract owner dies before the contract is completely distributed, the balance will be included in the contract owner’s gross estate for tax purposes.
10% Additional Tax for Early Withdrawal
If distributions of income from an IRA, SEP IRA, Simple IRA, or Roth IRA are made prior to the date that the owner attains the age of 59½ years, the income is subject to an additional penalty tax of 10% unless an exception applies. (For Simple IRAs, the 10% penalty is increased to 25% if the distribution is made during the 2-year period beginning on the date that the individual first participated in the Simple IRA.) The 10% penalty tax can be avoided if the distribution is:
•
made to a beneficiary on or after the death of the owner;
•
attributable to the owner becoming disabled (as defined in the Code);
•
part of a series of substantially equal periodic payments made not less frequently than annually for the life (or life expectancy) of the owner, or the joint lives (or joint life expectancies) of the owner and his or her designated beneficiary. Substantially equal periodic payments must continue until the later of reaching age 59½ or five years from the date of the first periodic payment. Modification of payments during that time period will result in retroactive application of the 10% additional penalty tax;
•
used for qualified higher education expenses; or
•
used for expenses attributable to the purchase of a home for a qualified first-time buyer.
Non-Qualified Contracts
Non-Qualified Contracts - Natural Persons as Contract Owners
Generally, the income earned inside a non-qualified annuity contract that is owned by a natural person is not taxable until it is distributed from the contract.
Distributions before the annuitization date are taxable to the contract owner to the extent that the cash value of the contract exceeds the investment in the contract at the time of the distribution. In general, the investment in the contract is equal to the purchase payments made with after-tax dollars reduced by any prior nontaxable distribution. Distributions, for this purpose, include full and partial surrenders, any portion of the contract that is assigned or pledged as collateral for a loan, amounts borrowed from the contract, or any portion of the contract that is transferred by gift. For these purposes, a transfer by gift may occur upon annuitization if the contract owner and the annuitant are not the same individual.
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In determining the taxable amount of a distribution that is made prior to the annuitization date, all annuity contracts issued after October 21, 1988 by the same company to the same contract owner during the same calendar year will be treated as one annuity contract.
A special rule applies to distributions from contracts that have investments in the contract that were made prior to August 14, 1982. For those contracts, distributions that are made prior to the annuitization date are treated first as the nontaxable recovery of the investment in the contract as of that date. A distribution in excess of the amount of the investment in the contract as of August 14, 1982, will be treated as taxable income.
With respect to annuity distributions on or after the annuitization date, a portion of each annuity payment is excludable from taxable income. The amount excludable from each annuity payment is determined by multiplying the annuity payment by a fraction which is equal to the contract owner’s investment in the contract, divided by the expected return on the contract. Once the entire investment in the contract is recovered, all distributions are fully includable in income. The maximum amount excludable from income is the investment in the contract. If the annuitant dies before the entire investment in the contract has been excluded from income, and as a result of the annuitant's death no more payments are due under the contract, then the unrecovered investment in the contract may be deducted on his or her final tax return.
The Code provides that a portion of a non-qualified annuity contract may be annuitized for either (a) a period of 10 years or greater, or (b) for the life or lives of one or more persons. The portion of the contract annuitized would be treated as if it were a separate annuity contract. This means that an annuitization date can be established for a portion of the annuity contract annuitized and the above description of the taxation of annuity distributions after the annuitization date would apply to the portion of the contract that has been annuitized. The investment in the contract is required to be allocated pro rata between the portion of the contract that is annuitized and the portion that is not. All other benefits under the contract (e.g., death benefit) would also be reduced pro rata. For example, if 1/3 of the cash value of the contract were to be annuitized, the death benefit would also be reduced by 1/3.
The Code imposes a penalty tax if a distribution is made before the contract owner reaches age 59½. The amount of the penalty is 10% of the portion of any distribution that is includable in gross income. The penalty tax does not apply if the distribution is:
•
the result of a contract owner’s death;
•
the result of a contract owner’s disability (as defined in the Code);
•
one of a series of substantially equal periodic payments made over the life (or life expectancy) of the contract owner or the joint lives (or joint life expectancies) of the contract owner and the beneficiary selected by the contract owner to receive payment under the annuity payment option selected by the contract owner. Substantially equal periodic payments must continue until the later of reaching age 59½ or five years. Modification of payments during that time period will result in retroactive application of the 10% additional penalty tax; or
•
is allocable to an investment in the contract before August 14, 1982.
If the contract owner dies before the contract is completely distributed, the balance will be included in the contract owner’s gross estate for tax purposes.
Non-Qualified Contracts - Non-Natural Persons as Contract Owners
The previous discussion related to the taxation of non-qualified contracts owned by natural persons (individuals). Different rules (the so-called "non-natural persons" rules) apply if the contract owner is not a natural person.
Generally, contracts owned by corporations, partnerships, trusts, and similar entities are not treated as annuity contracts for most purposes of the Code. Therefore, income earned under a non-qualified contract that is owned by a non-natural person is taxed as ordinary income during the taxable year in which it is earned. Taxation is not deferred, even if the income is not distributed out of the contract. The income is taxable as ordinary income, not capital gain.
The non-natural persons rules do not apply to all entity-owned contracts. For purposes of the non-natural persons rule, a contract that is owned by a non-natural person as an agent of an individual is treated as owned by the individual. This would allow the contract to be treated as an annuity under the Code, allowing tax deferral. However, this exception does not apply when the non-natural person is an employer that holds the contract under a non-qualified deferred compensation arrangement for one or more employees.
The non-natural persons rules also do not apply to contracts that are:
•
acquired by the estate of a decedent by reason of the death of the decedent;
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•
issued in connection with certain qualified retirement plans and individual retirement plans;
•
purchased by an employer upon the termination of certain qualified retirement plans; or
•
immediate annuities within the meaning of Section 72(u) of the Code.
If the annuitant, who is the individual treated as owning the contract, dies before the contract is completely distributed, the balance may be included in the annuitant’s gross estate for tax purposes, depending on the obligations that the non-natural owner may have owed to the annuitant.
Exchanges
As a general rule, federal income tax law treats an exchange of property in the same manner as a taxable sale of the property. However, pursuant to Section 1035 of the Code, an annuity contract may be exchanged tax-free for another annuity contract. If the exchange includes the receipt of other property, such as cash, in addition to another annuity contract, special rules may cause a portion of the transaction to be taxable to the extent of the value of the other property.
Tax Treatment of a Partial 1035 Exchange With Subsequent Withdrawal
Partial exchanges may be treated as a tax-free exchange under Code Section 1035. IRS Rev. Proc. 2011-38 addresses the income tax consequences of the direct transfer of a portion of the cash value of an annuity contract in exchange for the issuance of a second annuity contract (a partial exchange). A direct transfer that satisfies the revenue procedure will be treated as a tax-free exchange under Section 1035 of the Code if, for a period of at least 180 days from the date of the direct transfer, there are no distributions or surrenders from either annuity contract involved in the exchange. In addition, the 180-day period will be deemed to have been satisfied with respect to amounts received as an annuity for a period of 10 years or more, or as an annuity for the life of one or more persons. The taxation of distributions (other than distributions described in the immediately preceding sentence) received from either contract within the 180-day period will be determined using general tax principles. For example, they could be treated as taxable "boot" in an otherwise tax-free exchange, or as a distribution from the new contract. Please discuss any tax consequences concerning any contemplated or completed transactions with a professional tax advisor.
Additional Medicare Tax
Section 1411 of the Code imposes a surtax of 3.8% on certain net investment income received by individuals and certain trusts and estates. The surtax is imposed on the lesser of (a) net investment income or (b) the excess of the modified adjusted gross income over a threshold amount. For individuals, the threshold amount is $250,000 (married filing jointly); $125,000 (married filing separately); or $200,000 (other individuals). The threshold for estates and trusts is $16,000.
Modified adjusted gross income is equal to adjusted gross income with several modifications; consult with a qualified tax advisor regarding how to determine modified adjusted gross income for purposes of determining the applicability of the surtax.
Net investment income includes, but is not limited to, interest, dividends, capital gains, rent and royalty income, and income from nonqualified annuities. Net investment income does not include, among other things, distributions from certain qualified plans (such as IRAs, Roth IRAs, and plans described in Code Sections 401(a), 401(k), 403(a), 403(b) or 457(b)); however, such distributions, to the extent that they are includible in income for federal income tax purposes, are includible in modified adjusted gross income.
Required Distributions
The Code requires that certain distributions be made from the contracts issued in conjunction with this prospectus. Following is an overview of the required distribution rules applicable to each type of contract. Consult a qualified tax or financial professional for more specific required distribution information.
Required Distributions – General Information
In general, depending on the type of contract, the Code requires that minimum distributions begin during the contract owner’s lifetime. In addition, the Code requires that upon the death of the contract owner, minimum distributions must be made to the contract owner’s beneficiary. A beneficiary is an individual or other entity that the contract owner designates to receive death proceeds upon the contract owner’s death. The distribution rules in the Code make a distinction between "beneficiary" and "designated beneficiary" when determining the life expectancy that may be used for payments that are made after the death of the contract owner from IRAs, SEP IRAs, Simple IRAs, Roth IRAs, and non-qualified annuity
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contracts. A designated beneficiary is a natural person (individual) who is designated by the contract owner as the beneficiary under the contract. Non-natural beneficiaries (e.g. charities, estates, or certain trusts) are not designated beneficiaries for the purpose of required distributions and the life expectancy of such a beneficiary is zero.
Life expectancies and joint life expectancies will be determined in accordance with the relevant guidance provided by the Internal Revenue Service and the Treasury Department, including but not limited to Treasury Regulation 1.72-9 and Treasury Regulation 1.401(a)(9)-9.
Required distributions paid upon the death of the contract owner are paid to the beneficiary or beneficiaries stipulated by the contract owner. How quickly the distributions must be made may be determined with respect to the life expectancies of the beneficiaries. For non-qualified contracts, the beneficiaries used in the determination of the distribution period are those in effect on the date of the contract owner’s death. For contracts other than non-qualified contracts, the beneficiaries used in the determination of the distribution period do not have to be determined until September 30 of the year following the contract owner’s death. Any beneficiary that is not a designated beneficiary has a life expectancy of zero.
Required Distributions for Non-Qualified Contracts
Code Section 72(s) requires Nationwide to make certain minimum distributions when a contract owner dies. The following distributions will be made in accordance with the following requirements:
(1)
If any contract owner dies on or after the annuitization date and before the entire interest in the contract has been distributed, then the remaining interest must be distributed at least as rapidly as the distribution method in effect on the contract owner's death.
(2)
If any contract owner dies before the annuitization date, then the entire interest in the contract (consisting of either the death benefit or the contract value reduced by charges set forth elsewhere in the contract) must be distributed within five years of the contract owner’s death, provided however:
(a)
any interest payable to or for the benefit of a designated beneficiary may be distributed over the life of the designated beneficiary or over a period not longer than the life expectancy of the designated beneficiary. Payments must begin within one year of the contract owner's death unless otherwise permitted by federal income tax regulations; and
(b)
if the designated beneficiary is the surviving spouse of the deceased contract owner, the spouse can choose to become the contract owner instead of receiving a death benefit. Any distributions required under these distribution rules will be made upon that spouse’s death.
In the event that the contract owner is not a natural person (e.g., a trust or corporation), but is acting as an agent for a natural person, for purposes of these distribution provisions:
(a)
the death of the annuitant will be treated as the death of a contract owner;
(b)
any change of annuitant will be treated as the death of a contract owner; and
(c)
in either case, the appropriate distribution will be made upon the death or change, as the case may be.
These distribution provisions do not apply to any contract exempt from Section 72(s) of the Code by reason of Section 72(s)(5) or any other law or rule.
The Code does not require that minimum distributions during the contract owner’s lifetime.
Required Distributions for IRAs, SEP IRAs, Simple IRAs, and Roth IRAs
Required Distributions During the Life of the Contract Owner
Distributions must begin no later than the required beginning date which is April 1 of the calendar year following the calendar year in which the contract owner reaches their applicable age. The applicable age is:
| If the individual was born… |
The applicable age is… |
| Before July 1, 1949 |
70½ |
| After June 30, 1949 and before 1951 |
72 |
| After 1950 and before 1960 |
73 |
| After 1959 |
75 |
Distributions may be paid in a lump sum or in substantially equal payments over:
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(a)
the life of the contract owner or the joint lives of the contract owner and the contract owner's designated beneficiary; or
(b)
a period not longer than the period determined under the table in Treasury Regulation 1.401(a)(9)-9, which is the deemed joint life expectancy of the contract owner and a person 10 years younger than the contract owner. If the designated beneficiary is the spouse of the contract owner, the period may not exceed the longer of the period determined under such table or the joint life expectancy of the contract owner and the contract owner's spouse, determined in accordance with Treasury Regulation 1.401(a)(9)-9.
For IRAs, SEP IRAs, and Simple IRAs, required distributions do not have to be withdrawn from this contract if they are being withdrawn from another IRA, SEP IRA, or Simple IRA of the contract owner.
If the contract owner's entire interest in the IRA, SEP IRA, or Simple IRA will be distributed in equal or substantially equal payments over a period described in (a) or (b) above, the payments must begin on or before the required beginning date. The required beginning date is April 1 of the calendar year following the calendar year in which the contract owner reaches age 70½ (age 72 for those contract owners who turn age 70½ on or after January 1, 2020). The rules for Roth IRAs do not require distributions to begin during the contract owner's lifetime, therefore, the required beginning date is not applicable to Roth IRAs.
Required Distributions Upon Death of a Contract Owner
For death of a contract owner before January 1, 2020, please consult your tax advisor or legal counsel regarding the post-death minimum distribution rules that apply. If the contract owner dies on or after January 1, 2020, and the designated beneficiary is not an eligible designated beneficiary as defined under Code Section 401(a)(9), then the entire balance of the contract must be distributed by December 31st of the tenth year following the contract owner’s death. This 10-year post-death distribution period applies regardless of whether the contract owner dies before or after the contract owner’s required beginning date. Where a contract owner dies after their required beginning date, a designated beneficiary who is not an eligible designated beneficiary must continue to take annual distributions during the 10-year post-death distribution period, based generally on their life expectancy, with the entire balance of the contract required to be distributed by the end of the 10-year post-death period. Please discuss with your tax advisor about the impact this may have on your situation.
In the case of an eligible designated beneficiary, which includes (1) the contract owner’s surviving spouse, (2) a minor child of the contract owner, (3) a disabled individual, (4) a chronically ill individual, or (5) an individual not more than 10 years younger than the contract owner, the entire balance of the contract can be distributed over a period not exceeding the life or life expectancy of the eligible designated beneficiary provided that distributions begin by December 31st of the calendar year after the calendar year of the contract owner’s death. If an eligible designated beneficiary dies before the entire interest is distributed, the remaining interest must be distributed by December 31st of the tenth year following the eligible designated beneficiary’s death.
A distribution in the form of annuity payments (an annuitization) that began on or after January 1, 2020 while the contract owner was alive may need to be commuted or modified after the contract owner’s death in order to comply with the post-death distribution requirements. However, distributions in the form of annuity payments (an annuitization) that began prior to January 1, 2020, while the contract owner was alive, can continue under that method after the death the contract owner without modification.
In addition, a beneficiary who is not an eligible designated beneficiary or a designated beneficiary must withdraw the entire account balance by December 31st of the fifth year following the contract owner’s death.
Regardless of whether the contract owner dies before, or on or after January 1, 2020, a designated beneficiary who is the surviving spouse of the deceased contract owner may choose to become the contract owner. Any distributions required under these distribution rules will be made upon that spouse’s death.
Purchasers and prospective purchasers should consult a financial professional, tax advisor or legal counsel to discuss the taxation and use of the contracts.
If distribution requirements are not met, a penalty tax of 25% is levied on the difference between the amount that should have been distributed for that year and the amount that actually was distributed for that year. The penalty tax is reduced to 10% if the required distribution not taken is distributed within a "correction window" as defined under the Code.
For IRAs, SEP IRAs, and Simple IRAs, all or a portion of each distribution will be included in the recipient's gross income and taxed as ordinary income tax rates. The portion of a distribution that is taxable is based on the ratio between the amount by which non-deductible purchase payments exceed prior non-taxable distributions and total account balances at
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the time of the distribution. The owner of an IRA, SEP IRA, or Simple IRA must annually report the amount of non-deductible purchase payments, the amount of any distribution, the amount by which non-deductible purchase payments for all years exceed non taxable distributions for all years, and the total balance of all IRAs, SEP IRAs, or Simple IRAs.
Distributions from Roth IRAs may be either taxable or nontaxable, depending upon whether they are "qualified distributions" or "non-qualified distributions."
Other Considerations
Same-Sex Marriages, Domestic Partnership, and Other Similar Relationships
The Treasury issued final regulations that address what relationships are considered marriages for federal tax purposes. The final regulation’s definition of a marriage reflects the United States Supreme Court holdings in Windsor and Obergefell, as well as Rev. Proc. 2017-13.
The final regulations define the terms "spouse," "husband," "wife," and "husband and wife" to be gender neutral so that these terms can apply equally to same sex couples and opposite sex couples. In addition, the regulations adopt the "place of celebration" rule to determine marital status for federal tax purposes. Therefore, a marriage of two individuals is recognized for federal tax purposes if the marriage is recognized by a state, possession, or territory of the US in which the marriage was entered into, regardless of the couple’s place of domicile.
Consistent with IRS Rev. Proc. 2013-17, the final regulations provide that relationships entered into as civil unions or registered domestic partnerships that are not denominated as marriages under state law are not marriages for federal tax purposes. Therefore, the favorable income-tax deferral options afforded by federal tax law to a married spouse under Code Sections 72 and 401(a)(9) are not available to individuals who have entered into these formal relationships.
Withholding
The taxable portion of a distribution from a contract is subject to federal income tax. Nationwide is required to withhold the tax from the distributions unless the contract owner requests otherwise. Under some circumstances, the Code will not permit contract owners to waive withholding. Such circumstances include:
•
if the payee does not provide Nationwide with a taxpayer identification number; or
•
if Nationwide receives notice from the Internal Revenue Service that the taxpayer identification number furnished by the payee is incorrect.
If a contract owner is prohibited from waiving withholding, as described above, the portion of the distribution that represents income will be subject to withholding rates established by Section 3405 of the Code.
If the distribution is from a Tax Sheltered Annuity, it will be subject to mandatory 20% withholding that cannot be waived, unless:
•
the distribution is made directly to another Tax Sheltered Annuity, qualified pension or profit-sharing plan described in Section 401(a), an eligible deferred compensation plan described in Section 457(b) which is maintained by an eligible employer described in section 457(e)(1)(A) or individual retirement plan; or
•
the distribution satisfies the minimum distribution requirements imposed by the Code.
Non-Resident Aliens
Generally, the taxable portion of a distribution from a contract to a non-resident alien is subject to federal income tax at a rate of 30% of the amount of income that is distributed.
Nationwide is required to withhold this amount and send it to the Internal Revenue Service. Some distributions to non-resident aliens may be subject to a lower (or no) tax if a treaty applies. In order to obtain the benefits of such a treaty, the non-resident alien must:
(1)
provide Nationwide with a properly completed withholding certificate claiming the treaty benefit of a lower tax rate or exemption from tax; and
(2)
provide Nationwide with an individual taxpayer identification number.
If the non-resident alien does not meet the above conditions, Nationwide will withhold 30% of income from the distribution.
Another exemption from the 30% withholding rate is available if the non-resident alien provides Nationwide with sufficient evidence that:
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(1)
the distribution is connected to the non-resident alien’s conduct of business in the United States;
(2)
the distribution is includable in the non-resident alien’s gross income for United States federal income tax purposes; and
(3)
provide Nationwide with a properly completed withholding certificate claiming the exemption.
Note that for the preceding exemption, the distributions would be subject to the same withholding rules that are applicable to payments to United States persons.
This prospectus does not address any tax matters that may arise by reason of application of the laws of a non-resident alien’s country of citizenship and/or country of residence. Purchasers and prospective purchasers should consult a financial professional, tax advisor or legal counsel to discuss the applicability of laws of those jurisdictions to the purchase or ownership of a contract.
FATCA
Under Sections 1471 through 1474 of the Internal Revenue Code (commonly referred to as FATCA), distributions from a contract to a foreign financial institution or to a nonfinancial foreign entity, each as described by FATCA, may be subject to United States tax withholding at a flat rate equal to 30% of the taxable amount of the distribution, irrespective of the status of any beneficial owner of the contract or of the distribution. Nationwide may require a contract owner to provide certain information or documentation (e.g., Form W-9 or Form W-8BEN) to determine its withholding requirements under FATCA.
Federal Estate, Gift and Generation Skipping Transfer Taxes
The following transfers may be considered a gift for federal gift tax purposes:
•
a transfer of the contract from one contract owner to another; or
•
a distribution to someone other than a contract owner.
Upon the contract owner’s death, the value of the contract may be subject to estate taxes, even if all or a portion of the value is also subject to federal income taxes.
Section 2612 of the Code may require Nationwide to determine whether a death benefit or other distribution is a "direct skip" and the amount of the resulting generation skipping transfer tax, if any. A direct skip is when property is transferred to, or a death benefit or other distribution is made to:
(a)
an individual who is two or more generations younger than the contract owner; or
(b)
certain trusts, as described in Section 2613 of the Code (generally, trusts that have no beneficiaries who are not two or more generations younger than the contract owner).
If the contract owner is not an individual, then for this purpose only, "contract owner" refers to any person:
•
who would be required to include the contract, death benefit, distribution, or other payment in his or her federal gross estate at his or her death; or
•
who is required to report the transfer of the contract, death benefit, distribution, or other payment for federal gift tax purposes.
If a payment is subject to the generation skipping transfer tax, Nationwide may be required to deduct the amount of the transfer tax from the death benefit, distribution or other payment, and remit it directly to the Internal Revenue Service.
Charge for Tax
Nationwide is not required to maintain a capital gain reserve liability on non-qualified contracts. If tax laws change requiring a reserve, Nationwide may implement and adjust a tax charge.
State Taxation
The tax rules across the various states and localities are not uniform and therefore are not discussed in this prospectus. Tax rules that may apply to contracts issued in U.S. territories such as Puerto Rico and Guam are also not discussed. Purchasers and prospective purchasers should consult a financial professional, tax advisor or legal counsel to discuss the taxation and use of the contracts.
76
Appendix D: Additional Index Disclosures
77
78
79
80
Appendix E: Financial Intermediary Variations
Some broker-dealers that have entered into selling agreements with Nationwide (or an affiliate) to sell this Contract impose restrictions on their financial professionals that prohibit or limit the recommendation of specific features, benefits, and Strategies that are described in this prospectus. Those restrictions are made by the broker-dealer and may or may not be known to Nationwide. To the extent Nationwide is aware of any such restrictions, they are noted below. The list below is not exhaustive; it is based on information that Nationwide could obtain without unreasonable effort or expense and does not reflect restrictions the knowledge of which rests peculiarly with unaffiliated broker-dealers. Applicants/Contract Owners should discuss broker-dealer restrictions on features, benefits, and Strategies directly with their financial professional.
To the best of Nationwide’s knowledge and unless otherwise indicated, the restrictions noted below are imposed at the time of application only. It is possible that the restrictions could be imposed after Contract issuance if transactions are communicated from the Contract Owner through the financial professional, then to Nationwide. Contract Owners can contact Nationwide directly by contacting the Service Center (see Contacting the Service Center).
Merrill Lynch
•
If an applicant is applying for a qualified contract (Qualified Plan, IRA, Roth IRA, SEP IRA, or Simple IRA), financial professionals of this firm will not recommend this contract unless the applicant elects the Return of Premium Death Benefit Option.
Morgan Stanley
•
Financial professionals of this firm will not recommend this contract if the Annuitant is older than 75 at the time of application.
•
Financial professionals of this firm will not recommend an Index Strategy with a Participation Rate of less than
50%.
81
The Statement of Additional Information contains additional information about Nationwide. To obtain a free copy of the Statement of Additional Information, request other information about the Contract, or to make any other service requests, contact Nationwide at 1-800-848-6331 or by one of the other methods described in Contacting the Service Center.
The Statement of Additional Information has been filed with the SEC and is incorporated by reference into this prospectus. The SAI is also available at https://nw.onlineprospectus.net/NW/c000265036nw/?ctype=product_sai.
Reports and other information about Nationwide are available on the SEC’s website at http://www.sec.gov. Copies of this information may be obtained, upon payment of a duplicating fee, by electronic request at the following email address: [email protected].
SEC Contract Identifier: C000265036
STATEMENT OF ADDITIONAL INFORMATION
May 1, 2026
Individual Single Purchase Payment Deferred Annuity Contract with Index-Linked Stategies
Issued by Nationwide Life Insurance Company
This Statement of Additional Information is not a prospectus. It contains information in addition to and more detailed than set forth in the prospectus and should be read in conjunction with the prospectus dated May 1, 2026. The prospectus may be obtained from Nationwide Life Insurance Company by writing P.O. Box 182021, Columbus, Ohio 43218-2021 or calling 1-800-848-6331, TDD 1-800-238-3035. Capitalized terms in this Statement of Additional Information correspond to terms defined in the prospectus.
TABLE OF CONTENTS
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| 9 |
General Information and History
Nationwide Life Insurance Company ("Nationwide") is a stock life insurance company organized under the laws of the State of Ohio in March of 1929 with its Home Office at One Nationwide Plaza, Columbus, Ohio 43215. Nationwide provides life insurance, annuities and retirement products. Nationwide is admitted to do business in all states, the District of Columbia, Guam, the U.S. Virgin Islands, and Puerto Rico. Nationwide is a member of the Nationwide group of companies and all of its common stock is owned by Nationwide Financial Services, Inc. ("NFS"), a holding company. Nationwide Corporation owns all of NFS's common stock and is a holding company, as well. All of Nationwide Corporation's common stock is held by Nationwide Mutual Insurance Company (95.2%) and Nationwide Mutual Fire Insurance Company (4.8%), the ultimate controlling persons of the Nationwide group of companies.
Services
Nationwide, which has responsibility for administration of the contracts, maintains records of the name, address, taxpayer identification number, and other pertinent information for each Contract Owner, the number and type of contract issued to each Contract Owner, and records with respect to the Contract Value.
Distribution, Promotional, and Sales Expenses
In addition to or partially in lieu of commission, Nationwide may pay the selling firms a marketing allowance, which is based on the firm's ability and demonstrated willingness to promote and market Nationwide's products. How any marketing allowance is spent is determined by the firm, but generally will be used to finance firm activities that may contribute to the promotion and marketing of Nationwide's products. Nationwide makes certain assumptions about the amount of marketing allowance it will pay and takes these assumptions into consideration when pricing the contracts. For the contracts described in the prospectus, Nationwide assumed 0.50% (of the purchase payment amount) for the marketing allowance. The actual amount of the marketing allowance may be higher or lower than this assumption. If the actual amount of marketing allowance paid is more than what was assumed, Nationwide will fund the difference. Nationwide generally does not profit from any excess marketing allowance if the amount assumed was higher than what is actually paid. Any excess would be spent on additional marketing for the contracts. For more information about marketing allowance or how a particular selling firm uses marketing allowances, consult with your financial professional.
When Nationwide is made aware that a Qualified Plan has been orphaned, commission payments payable with respect to that Qualified Plan will cease and commission payments that would have been due will not be sent to the Qualified Plan. An orphaned Qualified Plan is a plan without an agent or firm of record.
Financial Statements
The December 31, 2025 financial statements of Nationwide Life Insurance Company are incorporated into this SAI by reference to Nationwide’s most recent Form N-VPFS ("Form N-VPFS") filed with the SEC.
Independent Registered Public Accounting Firm
The statutory financial statements and financial statement schedules of Nationwide Life Insurance Company have been incorporated by reference herein in reliance upon the reports of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.
The KPMG LLP report dated March 23, 2026 of Nationwide Life Insurance Company includes explanatory language that states that the financial statements are prepared by Nationwide Life Insurance Company using statutory accounting practices prescribed or permitted by the Ohio Department of Insurance, which is a basis of accounting other than U.S. generally accepted accounting principles. Accordingly, the KPMG LLP audit report states that the financial statements are not presented fairly in accordance with U.S. generally accepted accounting principles and further states that those financial statements are presented fairly, in all material respects, in accordance with statutory accounting practices prescribed or permitted by the Ohio Department of Insurance.
The KPMG LLP report dated March 23, 2026 of Nationwide Life Insurance Company also contains an emphasis of matter paragraph that states that Nationwide Life Insurance Company’s subsidiary received permission from the Ohio Department of Insurance in 2023 to account for an excess of loss reinsurance recoverable as an admitted asset. Under
2
prescribed statutory accounting practices, the excess of loss reinsurance recoverable would not be an admitted asset. As of December 31, 2025, 2024 and 2023, that permitted accounting practice increased statutory surplus over what it would have been had that prescribed accounting practice been followed. KPMG LLP’s opinions are not modified with respect to this matter.
Purchase of Securities Being Offered
The contracts will be sold by licensed insurance agents in the states where the contracts may be lawfully sold. Such agents will be registered representatives of broker-dealers registered under the Securities Exchange Act of 1934 who are members of the Financial Industry Regulatory Authority (FINRA).
Underwriters
The contracts, which are offered continuously, are distributed by Nationwide Investment Services Corporation ("NISC"), One Nationwide Plaza, Columbus, Ohio 43215, a wholly owned subsidiary of Nationwide. For contracts issued in Michigan, all references to NISC will mean Nationwide Investment Svcs. Corporation. No underwriting commissions have been paid by Nationwide to NISC in any of the last three fiscal years.
Daily Index Strategy Earnings Percentage (Daily ISE Percentage)
The Daily ISE Percentage is calculated using the following formula:
A – B + (t/T) x B, where:
A: A proxy of the fair value, as of the current date, of the hypothetical derivatives that represents Nationwide’s obligation to provide the Term End ISE Percentage on the Strategy Term End Date
B: A proxy of the fair value, as of the first day of the Strategy Term, of the hypothetical derivatives that represents Nationwide’s obligation to provide the Term End ISE Percentage on the Strategy Term End Date
t: Time elapsed since the first day of the Strategy Term, in years
T: Strategy Term length
Proxy Fair Value of the Hypothetical Derivatives
The proxy fair value of the hypothetical derivatives is calculated using an options valuation model called the Black Scholes model. The model uses a variety of market inputs to estimate the derivative’s value on a specific day. See, "Market Inputs" below for detail on the inputs that Nationwide uses.
The valuation of these financial instruments is based on standard methods for valuing derivatives and based on inputs from third party vendors. The methodology used to value these financial instruments is determined solely by Nationwide and may vary from other estimated valuations or the actual selling price of identical financial instruments. Nationwide may, but is not required to, hold actual investments corresponding to the hypothetical derivatives.
For any Business Day when a value needed to calculate the Daily ISE Percentage is unavailable, Nationwide will use the unavailable value’s previous Business Day’s value to calculate the Daily ISE Percentage. If a third party that provides these values later provides a value for a Business Day when the value was not provided to Nationwide or was otherwise not available, Nationwide will recalculate the impacted transactions and Contract Values according to the value provided to Nationwide. This recalculation could result in changes to transactions and Contract Values that occurred when a value was not provided by the third party provider.
Types of Derivatives
Nationwide uses the following derivatives in its fair value methodology:
•
At-the-Money Call (AMC) – an option to buy a position in the Index on the Strategy Term End Date at the strike price of one. On a Term End Date, the AMC’s value is equal to the Index Performance, but no less than 0.
•
Out-of-the-Money Call (OMC) – an option to buy a position in the Index on the Strategy Term End Date at the strike price of (one plus the Cap Rate) or (one plus the Cap+ Rate). On a Term End Date, the OMC’s value is equal to the Index Performance minus the Cap Rate or Cap+ Rate, but no less than 0.
3
•
Out-of-the-Money Put (OMP) – an option to sell a position in the Index on the Strategy Term End Date at the strike price of (one minus the Buffer). On a Term End Date, the OMP’s value is equal to (zero minus the Buffer) minus the Index Performance, but no less than 0.
The proxy fair value for Cap Strategies is equal to: (Participation Rate x AMC) – OMC – OMP.
The proxy fair value for Cap+ Strategies is equal to: AMC – (1- Participation Rate) x OMC – OMP.
Market Inputs
Nationwide uses the following market inputs to value the derivatives:
•
Index Performance
•
Strike price – the strike price varies by each derivative as follows:
•
For an AMC, the strike price is equal to 1.
•
For an OMC, the strike price is equal to (1 plus the Cap Rate) or (1 plus the Cap+ Rate).
•
For an OMP, the strike price is equal to (1 minus the Buffer).
•
Risk-free Rate – interest rate derived using option quotes from Bloomberg or another independent third-party financial institution. Linear interpolation is used to derive the rate corresponding to the exact Time Remaining needed for the input.
•
Dividend Yield – implied dividend rate for the entire Index derived using option quotes from Bloomberg or another independent third-party financial institution. Linear interpolation is used to derive the rate corresponding to the exact Time Remaining needed for the input.
•
Volatility – implied option volatility using quotes from Bloomberg or another independent third-party financial institution. The quotes may be approximated using observed option prices. Direct sources for implied volatility are generally not available because options in the marketplace do not directly align with the time remaining in the Strategy Term and strike prices for each of the hypothetical derivatives underlying the calculation of Index Strategy Value for each Index Strategy. For each derivative, linear interpolation is used to derive the volatility corresponding to the exact moneyness and Time Remaining needed for the input.
•
Time Remaining – the number of days remaining in the Strategy Term divided by 365.25
Examples
| |
1-Year Cap |
1-Year Cap+ |
3-Year Cap (no Cap Rate declared for the Strategy Term) |
6-Year Cap (no Cap Rate declared for the Strategy Term) |
| Strategy Term Start Date |
|
|
|
|
| Strategy Term |
1 |
1 |
3 |
6 |
| Participation Rate |
100% |
60% |
115% |
130% |
| Cap/Cap+ Rate |
23% |
15% |
N/A |
N/A |
| Buffer |
10% |
10% |
10% |
20% |
| |
|
|
|
|
| Index Performance |
0% |
0% |
0% |
0% |
| Risk-free Rate |
3.0% |
3.0% |
3.5% |
3.5% |
| Dividend Yield |
1.5% |
1.5% |
1.5% |
1.5% |
| Volatility - AMC |
23% |
23% |
20% |
20% |
| Volatility - OMC |
17% |
20% |
N/A |
N/A |
| Volatility - OMP |
26% |
26% |
22% |
25% |
| |
|
|
|
|
| Strategy Basisi |
$1,000 |
$1,000 |
$1,000 |
$1,000 |
| Strategy Value |
$1,000 |
$1,000 |
$1,000 |
$1,000 |
4
| |
1-Year Cap |
1-Year Cap+ |
3-Year Cap (no Cap Rate declared for the Strategy Term) |
6-Year Cap (no Cap Rate declared for the Strategy Term) |
| |
|
|
|
|
| AMC |
9.690% |
9.690% |
15.675% |
22.236% |
| OMC |
1.186% |
3.385% |
0% |
0% |
| OMP |
5.042% |
5.042% |
7.328% |
8.352% |
| |
|
|
|
|
| Proxy Fair Valueii (B) |
3.462% |
3.294% |
10.698% |
20.555% |
| | ||||
| Unless Otherwise Noted, Examples Use the Following Time Input | ||||
| Years Elapsed since Strategy Term start (t) |
0.5 |
0.5 |
0.5 |
0.5 |
| Years Remaining in Strategy Term |
0.5 |
0.5 |
2.5 |
5.5 |
| Index Performance of -25%, other inputs unchanged | ||||
| Index Performance |
-25% |
-25% |
-25% |
-25% |
| |
|
|
|
|
| AMC |
0.240% |
0.240% |
3.322% |
8.256% |
| OMC |
0.000% |
0.005% |
0% |
0% |
| OMP |
15.595% |
15.595% |
16.621% |
14.194% |
| |
|
|
|
|
| Proxy Fair Value (A) |
-15.356% |
-15.358% |
-12.801% |
-3.461% |
| Daily ISE Percentageiii (A – B + t/T x B) |
-17.087% |
-17.005% |
-21.716% |
-22.303% |
| Index Strategy Earnings |
-$170.87 |
-$170.05 |
-$217.16 |
-$223.03 |
| Strategy Value |
$829.13 |
$829.95 |
$782.84 |
$776.97 |
| The Strategy Values in the next row show what the Strategy Values would be at the end of the Strategy Term when calculated with the Term End ISE Percentage, assuming all assumptions in the example above did not change until the end of the Strategy Term. Not all of the assumptions above are used in the Term End ISE Percentage calculation. See the Index Strategy Earnings section of the prospectus for details on the Term End ISE Percentage calculation. | ||||
| Strategy Value at the end of the Strategy Term |
$850.00 |
$850.00 |
$850.00 |
$950.00 |
| Index Performance of -5%, other inputs unchanged | ||||
| Index Performance |
-5% |
-5% |
-5% |
-5% |
| |
|
|
|
|
| AMC |
4.356% |
4.356% |
11.399% |
18.283% |
| OMC |
0.086% |
0.666% |
0% |
0% |
| OMP |
4.262% |
4.262% |
8.063% |
8.966% |
| |
|
|
|
|
| Proxy Fair Value |
0.008% |
-0.172% |
5.045% |
14.802% |
| Daily ISE Percentage |
-1.723% |
-1.819% |
-3.870% |
-4.041% |
| Index Strategy Earnings |
-$17.23 |
-$18.19 |
-$38.70 |
-$40.41 |
| Strategy Value |
$982.77 |
$981.81 |
$961.30 |
$959.59 |
5
| |
1-Year Cap |
1-Year Cap+ |
3-Year Cap (no Cap Rate declared for the Strategy Term) |
6-Year Cap (no Cap Rate declared for the Strategy Term) |
| The Strategy Values in the next row show what the Strategy Values would be at the end of the Strategy Term when calculated with the Term End ISE Percentage, assuming all assumptions in the example above did not change until the end of the Strategy Term. Not all of the assumptions above are used in the Term End ISE Percentage calculation. See the Index Strategy Earnings section of the prospectus for details on the Term End ISE Percentage calculation. | ||||
| Strategy Value at the end of the Strategy Term |
$1,000.00 |
$1,000.00 |
$1,000.00 |
$1,000.00 |
| Index Performance of 0%, other inputs unchanged | ||||
| Index Performance |
0% |
0% |
0% |
0% |
| |
|
|
|
|
| AMC |
6.779% |
6.779% |
14.249% |
21.317% |
| OMC |
0.265% |
1.406% |
0% |
0% |
| OMP |
2.842% |
2.842% |
6.650% |
8.007% |
| |
|
|
|
|
| Proxy Fair Value |
3.672% |
3.374% |
9.736% |
19.705% |
| Daily ISE Percentage |
1.941% |
1.727% |
0.821% |
0.863% |
| Index Strategy Earnings |
$19.41 |
$17.27 |
$8.21 |
$8.63 |
| Strategy Value |
$1,019.41 |
$1,017.27 |
$1,008.21 |
$1,008.63 |
| The Strategy Values in the next row show what the Strategy Values would be at the end of the Strategy Term when calculated with the Term End ISE Percentage, assuming all assumptions in the example above did not change until the end of the Strategy Term. Not all of the assumptions above are used in the Term End ISE Percentage calculation. See the Index Strategy Earnings section of the prospectus for details on the Term End ISE Percentage calculation. | ||||
| Strategy Value at the end of the Strategy Term |
$1,000.00 |
$1,000.00 |
$1,000.00 |
$1,000.00 |
| Index Performance of 0%, Time Remaining=0.25 years | ||||
| Time in years Elapsed since Strategy Term start (t) |
0.75 |
0.75 |
2.75 |
5.75 |
| Time Remaining in Strategy Term |
0.25 |
0.25 |
0.25 |
0.25 |
| Index Performance |
0% |
0% |
0% |
0% |
| |
|
|
|
|
| AMC |
4.745% |
4.745% |
4.210% |
4.210% |
| OMC |
0.026% |
0.426% |
0% |
0% |
| OMP |
1.375% |
1.375% |
0.860% |
0.149% |
| |
|
|
|
|
| Proxy Fair Value (A) |
3.344% |
3.200% |
3.982% |
5.325% |
| Daily ISE Percentage (A - B + t/T x B) |
2.478% |
2.376% |
3.091% |
4.468% |
| Index Strategy Earnings |
$24.78 |
$23.76 |
$30.91 |
$44.68 |
| Strategy Value |
$1,024.78 |
$1,023.76 |
$1,030.91 |
$1,044.68 |
| The Strategy Values in the next row show what the Strategy Values would be at the end of the Strategy Term when calculated with the Term End ISE Percentage, assuming all assumptions in the example above did not change until the end of the Strategy Term. Not all of the assumptions above are used in the Term End ISE Percentage calculation. See the Index Strategy Earnings section of the prospectus for details on the Term End ISE Percentage calculation. | ||||
| Strategy Value at the end of the Strategy Term |
$1,000.00 |
$1,000.00 |
$1,000.00 |
$1,000.00 |
6
| |
1-Year Cap |
1-Year Cap+ |
3-Year Cap (no Cap Rate declared for the Strategy Term) |
6-Year Cap (no Cap Rate declared for the Strategy Term) |
| Index Performance of +25%, other inputs unchanged | ||||
| Index Performance |
25% |
25% |
25% |
25% |
| |
|
|
|
|
| AMC |
26.173% |
26.173% |
32.238% |
38.803% |
| OMC |
7.428% |
13.399% |
0% |
0% |
| OMP |
0.256% |
0.256% |
2.430% |
4.613% |
| |
|
|
|
|
| Proxy Fair Value (A) |
18.489% |
20.557% |
34.644% |
45.831% |
| Daily ISE Percentage (A – B + t/T x B) |
16.758% |
18.910% |
25.729% |
26.988% |
| Index Strategy Earnings |
$167.58 |
$189.10 |
$257.29 |
$269.88 |
| Strategy Value |
$1,167.58 |
$1,189.10 |
$1,257.29 |
$1,269.88 |
| The Strategy Values in the next row show what the Strategy Values would be at the end of the Strategy Term when calculated with the Term End ISE Percentage, assuming all assumptions in the example above did not change until the end of the Strategy Term. Not all of the assumptions above are used in the Term End ISE Percentage calculation. See the Index Strategy Earnings section of the prospectus for details on the Term End ISE Percentage calculation. | ||||
| Strategy Value at the end of the Strategy Term |
$1,230.00 |
$1,210.00 |
$1,287.50 |
$1,325.00 |
| Index Performance of -5%, Risk-free Rate down 0.50%, other inputs unchanged | ||||
| Index Performance |
-5% |
-5% |
-5% |
-5% |
| Risk-free Rate |
2.50% |
2.50% |
3.00% |
3.00% |
| |
|
|
|
|
| AMC |
4.270% |
4.270% |
10.922% |
17.293% |
| OMC |
0.081% |
0.642% |
0% |
0% |
| OMP |
4.350% |
4.350% |
8.524% |
9.746% |
| |
|
|
|
|
| Proxy Fair Value (A) |
-0.161% |
-0.337% |
4.036% |
12.735% |
| Daily ISE Percentage (A – B + t/T x B) |
-1.892% |
-1.984% |
-4.879% |
-6.107% |
| Index Strategy Earnings |
-$18.92 |
-$19.84 |
-$48.79 |
-$61.07 |
| Strategy Value |
$981.08 |
$980.16 |
$951.21 |
$938.93 |
| The Strategy Values in the next row show what the Strategy Values would be at the end of the Strategy Term when calculated with the Term End ISE Percentage, assuming all assumptions in the example above did not change until the end of the Strategy Term. Not all of the assumptions above are used in the Term End ISE Percentage calculation. See the Index Strategy Earnings section of the prospectus for details on the Term End ISE Percentage calculation. | ||||
| Strategy Value at the end of the Strategy Term |
$1,000.00 |
$1,000.00 |
$1,000.00 |
$1,000.00 |
| Index Performance of 0%, dividend up 2%, volatility down 4%, other inputs unchanged | ||||
| Index Performance |
0% |
0% |
0% |
0% |
| Dividend Yield |
3.5% |
3.5% |
3.5% |
3.5% |
| Volatility - AMC |
19% |
19% |
16% |
16% |
| Volatility - OMC |
13% |
16% |
N/A |
N/A |
| Volatility - OMP |
22% |
22% |
18% |
21% |
7
| |
1-Year Cap |
1-Year Cap+ |
3-Year Cap (no Cap Rate declared for the Strategy Term) |
6-Year Cap (no Cap Rate declared for the Strategy Term) |
| |
|
|
|
|
| AMC |
5.153% |
5.153% |
9.236% |
12.317% |
| OMC |
0.039% |
0.595% |
0% |
0% |
| OMP |
2.209% |
2.209% |
5.939% |
7.637% |
| |
|
|
|
|
| Proxy Fair Value (A) |
2.904% |
2.705% |
4.682% |
8.374% |
| Daily ISE Percentage (A – B + t/T x B) |
1.173% |
1.058% |
-4.233% |
-10.468% |
| Index Strategy Earnings |
$11.73 |
$10.58 |
-$42.33 |
-$104.68 |
| Strategy Value |
$1,011.73 |
$1,010.58 |
$957.67 |
$895.32 |
| The Strategy Values in the next row show what the Strategy Values would be at the end of the Strategy Term when calculated with the Term End ISE Percentage, assuming all assumptions in the example above did not change until the end of the Strategy Term. Not all of the assumptions above are used in the Term End ISE Percentage calculation. See the Index Strategy Earnings section of the prospectus for details on the Term End ISE Percentage calculation. | ||||
| Strategy Value at the end of the Strategy Term |
$1,000.00 |
$1,000.00 |
$1,000.00 |
$1,000.00 |
i For the examples, the Index Strategy Basis is not adjusted for the Product Fee.
ii
Proxy fair value equal to, for Cap Strategies, Participation Rate * AMC - OMC - OMP, or, for Cap+ Strategies, AMC - (1-Participation Rate) * OMC – OMP.
iii
Daily ISE Percentage is equal to the proxy fair value minus the starting proxy fair value, plus time elapsed over Strategy Term times the starting proxy fair value.
Market Value Adjustment (MVA) Examples
Examples
Nationwide calculates the MVA Factor using the following formula:
MVA Factor = MVA Scaling Factor x (A – B) x N/12, where:
A = Initial Market Value Reference Rate
B = Market Value Reference Rate on the date the withdrawal is processed
N = Number of whole months (partial months will be rounded up to the next whole month) remaining in the MVA Period, calculated from the date that the withdrawal is processed
Both examples assume the following:
•
The MVA Scaling Factor is 1.0
•
The Initial Market Value Reference Rate is 3.50%
Example 1:
Assume:
•
The MVA is calculated 13-1/2 months after the Date of Issue
•
The Market Value Reference Rate on that date is 4.00%
Then the MVA Factor is calculated using the following values:
•
A is 3.50%
•
B is 4.00%
•
N is 59 (i.e., there are 58-1/2 months remaining in the MVA Period (72 months – 13-1/2 months), which is rounded up to 59 months)
The MVA Factor on that date is -2.46% (i.e., 1.00 x (3.50% - 4.00%) x 59/12)
8
In addition, for any MVA applicable to a Fixed Strategy withdrawal, the MVA amount applicable to the Fixed Strategy will never be larger (either positive or negative) than the following calculated immediately prior to the full surrender or partial withdrawal:
M x A, where:
M = MVA Base attributable to the Fixed Strategy / (Fixed Strategy Value – Remaining Free Withdrawal Amount attributable to the Fixed Strategy)
A =
Fixed Strategy Value minus the CDSC applicable to the Fixed Strategy, if any, that would apply on full surrender, minus the Minimum Nonforfeiture Value, but not less than zero
Example 2:
Assume:
•
The MVA is calculated 39 months after the Date of Issue
•
The Market Value Reference Rate on that date is 6.10%
•
The Contract Value is $150,000. The Index Strategy Value is $100,000, while the Fixed Strategy Value is $50,000
•
The Minimum Nonforfeiture Value of the Fixed Strategy is $44,500
•
The Remaining Free Withdrawal Amount is $15,000
Then the MVA Factor is calculated using the following values:
•
A is 3.50%
•
B is 6.10%
•
N is 33 (i.e., there are 33 months remaining in the MVA Period 72 months – 39 months)
•
The CDSC percentage rate 39 months after the Date of Issue is 6%
The MVA Factor on that date is -7.15% (i.e., 1.00 x (3.50% - 6.10%) x 33/12)
Assume the Contract Owner surrenders the Contract in full, meaning $100,000 is withdrawn from the Index Strategy and $50,000 is withdrawn from the Fixed Strategy. The amount of Remaining Free Withdrawal Amount attributable to the Fixed Strategy is therefore $5,000 (i.e., 15,000 * 50,000/150,000)
The limit on the MVA attributable to the Fixed Strategy is equal to:
M x A, where:
M = (50,000 – 5,000) / (50,000 – 5,000) = 1
A =
50,000 – (50,000 – 5,000) * 6% – 44,500 = 2,800
M x A = $2,800
The limit applies both positively and negatively. The MVA attributable to the Fixed Strategy cannot be more than $2,800 or less than -$2,800.
Before applying the limit, the MVA amounts are equal to:
Index Strategy: MVA Base * MVA Factor = (100,000 – 10,000) * -7.15% = -$6,435.00
Fixed Strategy: MVA Base * MVA Factor = (50,000 – 5,000) * -7.15% = -$3,217.50
With the limit, the MVA applicable to the Fixed Strategy cannot be lower than -$2,800. Therefore, the total MVA is -$9,235 (i.e., -6,435 + -2,800).
Changes in and Disagreements with Accountants
9
PART C. OTHER INFORMATION
Item 27. Exhibits
a)
Not Applicable.
b)
Not Applicable.
c)
Amended and Restated Distribution Agreement dated November 1, 2022 between Nationwide Life Insurance Company, Nationwide Life and Annuity Insurance Company, Jefferson National Life Insurance Company, and Nationwide Investment Services Corporation – Filed previously with Post-Effective Amendment No. 29 on November 1, 2022 (333-124048) and hereby incorporated by reference.
d)
1)
2)
3)
4)
5)
6)
7)
8)
e)
f)
Depositor’s Certificate of Incorporation and By-Laws –
1)
2)
3)
g)
Not Applicable.
h)
Not Applicable.
i)
Not Applicable.
j)
Not Applicable
k)
l)
Consent of Independent Registered Public Accounting Firm – Attached hereto.
m)
Not Applicable.
n)
Not Applicable.
o)
Form of Initial Summary Prospectus – Filed previously with Post-Effective Amendment No. 1 on August 22, 2025 (333-289519) and hereby incorporated by reference.
p)
Power of Attorney – Attached hereto.
q)
Not Applicable.
r)
Historical Current Limits on Index Gains:
| Index |
Buffer |
Term |
1/1/2025 |
2/1/2025 |
3/1/2025 |
4/1/2025 |
5/1/2025 |
6/1/2025 |
7/1/2025 |
8/1/2025 |
9/1/2025 |
10/1/2025 |
11/1/2025 |
12/1/2025 |
| MSCI EAFE Index |
10% |
1 |
|
|
|
|
|
|
|
|
|
|
|
|
| Nasdaq-100 Index® |
10% |
1 |
|
|
|
|
|
|
|
|
|
|
|
|
| Russell 2000 Index® |
10% |
1 |
|
|
|
|
|
|
|
|
|
|
|
|
| Russell 2000 Index® |
10% |
3 |
|
|
|
|
|
|
|
|
|
|
|
|
| Russell 2000 Index® |
10% |
6 |
|
|
|
|
|
|
|
|
|
|
|
|
| S&P MidCap 400® |
10% |
1 |
|
|
|
|
|
|
|
|
|
|
|
|
| S&P 500® |
10% |
1 |
|
|
|
|
|
|
|
|
|
|
|
|
| S&P 500® |
10% |
3 |
|
|
|
|
|
|
|
|
|
|
|
|
| S&P 500® |
10% |
6 |
|
|
|
|
|
|
|
|
|
|
|
|
| S&P 500® |
20% |
1 |
|
|
|
|
|
|
|
|
|
|
|
|
| S&P 500® |
20% |
3 |
|
|
|
|
|
|
|
|
|
|
|
|
| S&P 500® |
20% |
6 |
|
|
|
|
|
|
|
|
|
|
|
|
| Index |
Buffer |
Term |
1/1/2025 |
2/1/2025 |
3/1/2025 |
4/1/2025 |
5/1/2025 |
6/1/2025 |
7/1/2025 |
8/1/2025 |
9/1/2025 |
10/1/2025 |
11/1/2025 |
12/1/2025 |
| MSCI EAFE Index |
10% |
1 |
|
|
|
|
|
|
|
|
|
|
|
|
| Nasdaq-100 Index® |
10% |
1 |
|
|
|
|
|
|
|
|
|
|
|
|
| Russell 2000 Index® |
10% |
1 |
|
|
|
|
|
|
|
|
|
|
|
|
| Russell 2000 Index® |
10% |
3 |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
| Russell 2000 Index® |
10% |
6 |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
| S&P MidCap 400® |
10% |
1 |
|
|
|
|
|
|
|
|
|
|
|
|
| S&P 500® |
10% |
1 |
|
|
|
|
|
|
|
|
|
|
|
|
| S&P 500® |
10% |
3 |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
|
|
|
|
|
|
|
| S&P 500® |
10% |
6 |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
| S&P 500® |
20% |
1 |
|
|
|
|
|
|
|
|
|
|
|
|
| S&P 500® |
20% |
3 |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
|
|
|
|
|
|
|
| S&P 500® |
20% |
6 |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
|
2
| Index |
Buffer |
Term |
1/1/2025 |
2/1/2025 |
3/1/2025 |
4/1/2025 |
5/1/2025 |
6/1/2025 |
7/1/2025 |
8/1/2025 |
9/1/2025 |
10/1/2025 |
11/1/2025 |
12/1/2025 |
| MSCI EAFE Index |
10% |
1 |
100.00% |
100.00% |
100.00% |
100.00% |
100.00% |
100.00% |
100.00% |
100.00% |
100.00% |
100.00% |
100.00% |
100.00% |
| Nasdaq-100 Index® |
10% |
1 |
100.00% |
100.00% |
100.00% |
100.00% |
100.00% |
100.00% |
100.00% |
100.00% |
100.00% |
100.00% |
100.00% |
100.00% |
| Russell 2000 Index® |
10% |
1 |
100.00% |
100.00% |
100.00% |
100.00% |
100.00% |
100.00% |
100.00% |
100.00% |
100.00% |
100.00% |
100.00% |
100.00% |
| Russell 2000 Index® |
10% |
3 |
115.00% |
115.00% |
115.00% |
115.00% |
115.00% |
115.00% |
115.00% |
115.00% |
110.00% |
110.00% |
115.00% |
115.00% |
| Russell 2000 Index® |
10% |
6 |
125.00% |
125.00% |
125.00% |
125.00% |
125.00% |
125.00% |
125.00% |
125.00% |
120.00% |
120.00% |
120.00% |
120.00% |
| S&P MidCap 400® |
10% |
1 |
100.00% |
100.00% |
100.00% |
100.00% |
100.00% |
100.00% |
100.00% |
100.00% |
100.00% |
100.00% |
100.00% |
100.00% |
| S&P 500® |
10% |
1 |
100.00% |
100.00% |
100.00% |
100.00% |
100.00% |
100.00% |
100.00% |
100.00% |
100.00% |
100.00% |
100.00% |
100.00% |
| S&P 500® |
10% |
3 |
120.00% |
120.00% |
120.00% |
120.00% |
120.00% |
125.00% |
125.00% |
125.00% |
120.00% |
120.00% |
125.00% |
125.00% |
| S&P 500® |
10% |
6 |
135.00% |
135.00% |
135.00% |
135.00% |
135.00% |
135.00% |
135.00% |
130.00% |
125.00% |
125.00% |
125.00% |
125.00% |
| S&P 500® |
20% |
1 |
100.00% |
100.00% |
100.00% |
100.00% |
100.00% |
100.00% |
100.00% |
100.00% |
100.00% |
100.00% |
100.00% |
100.00% |
| S&P 500® |
20% |
3 |
110.00% |
110.00% |
110.00% |
110.00% |
110.00% |
115.00% |
115.00% |
115.00% |
110.00% |
110.00% |
115.00% |
115.00% |
| S&P 500® |
20% |
6 |
120.00% |
120.00% |
120.00% |
120.00% |
120.00% |
120.00% |
120.00% |
120.00% |
115.00% |
115.00% |
115.00% |
115.00% |
| Index |
Buffer |
Term |
1/1/2025 |
2/1/2025 |
3/1/2025 |
4/1/2025 |
5/1/2025 |
6/1/2025 |
7/1/2025 |
8/1/2025 |
9/1/2025 |
10/1/2025 |
11/1/2025 |
12/1/2025 |
| MSCI EAFE Index |
10% |
1 |
40.00% |
40.00% |
40.00% |
40.00% |
40.00% |
40.00% |
40.00% |
40.00% |
40.00% |
40.00% |
45.00% |
45.00% |
| Nasdaq-100 Index® |
10% |
1 |
20.00% |
20.00% |
20.00% |
20.00% |
20.00% |
20.00% |
20.00% |
20.00% |
20.00% |
20.00% |
22.00% |
22.00% |
| Russell 2000 Index® |
10% |
1 |
25.00% |
25.00% |
25.00% |
25.00% |
25.00% |
25.00% |
25.00% |
25.00% |
25.00% |
25.00% |
30.00% |
30.00% |
| Russell 2000 Index® |
10% |
3 |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
| Russell 2000 Index® |
10% |
6 |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
| S&P MidCap 400® |
10% |
1 |
23.00% |
23.00% |
23.00% |
23.00% |
23.00% |
23.00% |
23.00% |
23.00% |
23.00% |
23.00% |
25.00% |
25.00% |
| S&P 500® |
10% |
1 |
24.50% |
24.50% |
24.50% |
24.50% |
24.50% |
24.50% |
24.50% |
24.50% |
24.50% |
24.50% |
25.00% |
25.00% |
| S&P 500® |
10% |
3 |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
| S&P 500® |
10% |
6 |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
| S&P 500® |
20% |
1 |
14.00% |
14.00% |
14.00% |
14.00% |
14.00% |
14.00% |
14.00% |
14.00% |
14.00% |
14.00% |
15.00% |
15.00% |
| S&P 500® |
20% |
3 |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
| S&P 500® |
20% |
6 |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
3
| Index |
Buffer |
Term |
7/1/2025 |
8/1/2025 |
9/1/2025 |
10/1/2025 |
11/1/2025 |
12/1/2025 |
| MSCI EAFE Index |
10% |
1 |
100.00% |
100.00% |
100.00% |
100.00% |
100.00% |
100.00% |
| Nasdaq-100 Index® |
10% |
1 |
100.00% |
100.00% |
100.00% |
100.00% |
100.00% |
100.00% |
| Russell 2000 Index® |
10% |
1 |
100.00% |
100.00% |
100.00% |
100.00% |
100.00% |
100.00% |
| Russell 2000 Index® |
10% |
3 |
115.00% |
115.00% |
115.00% |
120.00% |
120.00% |
115.00% |
| Russell 2000 Index® |
10% |
6 |
135.00% |
135.00% |
135.00% |
140.00% |
140.00% |
135.00% |
| S&P MidCap 400® |
10% |
1 |
100.00% |
100.00% |
100.00% |
100.00% |
100.00% |
100.00% |
| S&P 500® |
10% |
1 |
100.00% |
100.00% |
100.00% |
100.00% |
100.00% |
100.00% |
| S&P 500® |
10% |
3 |
130.00% |
130.00% |
130.00% |
135.00% |
135.00% |
135.00% |
| S&P 500® |
10% |
6 |
150.00% |
150.00% |
150.00% |
155.00% |
155.00% |
150.00% |
| S&P 500® |
20% |
1 |
100.00% |
100.00% |
100.00% |
100.00% |
100.00% |
100.00% |
| S&P 500® |
20% |
3 |
115.00% |
115.00% |
115.00% |
120.00% |
120.00% |
120.00% |
| S&P 500® |
20% |
6 |
140.00% |
140.00% |
140.00% |
145.00% |
145.00% |
140.00% |
| Index |
Buffer |
Term |
7/1/2025 |
8/1/2025 |
9/1/2025 |
10/1/2025 |
11/1/2025 |
12/1/2025 |
| MSCI EAFE Index |
10% |
1 |
40.00% |
40.00% |
40.00% |
45.00% |
45.00% |
45.00% |
| Nasdaq-100 Index® |
10% |
1 |
22.00% |
22.00% |
22.00% |
25.00% |
25.00% |
25.00% |
| Russell 2000 Index® |
10% |
1 |
26.00% |
26.00% |
26.00% |
30.00% |
30.00% |
30.00% |
| Russell 2000 Index® |
10% |
3 |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
| Russell 2000 Index® |
10% |
6 |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
| S&P MidCap 400® |
10% |
1 |
23.00% |
23.00% |
23.00% |
25.00% |
25.00% |
25.00% |
| S&P 500® |
10% |
1 |
25.00% |
25.00% |
25.00% |
30.00% |
30.00% |
30.00% |
| S&P 500® |
10% |
3 |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
| S&P 500® |
10% |
6 |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
| S&P 500® |
20% |
1 |
14.50% |
14.50% |
14.50% |
16.00% |
15.00% |
15.00% |
| S&P 500® |
20% |
3 |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
| S&P 500® |
20% |
6 |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
Uncapped |
4
Item 28. Directors and Officers of the Insurance Company
The business address of the Directors and Officers of the Insurance Company is:
One Nationwide Plaza, Columbus, Ohio 43215
One Nationwide Plaza, Columbus, Ohio 43215
| |
|
| President and Chief Operating Officer and Director |
Hawley, Craig A. |
| Executive Vice President-Chief Marketing Officer |
Bair, Ann S. |
| Executive Vice President-Chief Technology Officer |
Carrel, Michael W. |
| Executive Vice President-Chief Human Resources Officer |
Clements, Vinita J. |
| Executive Vice President and Director |
Frommeyer, Timothy G. |
| Executive Vice President-Chief Legal Officer |
Howard, Mark S. |
| Executive Vice President-Chief Customer, Strategy & Innovation Officer |
Mahaffey, Michael W. |
| Senior Vice President-Strategic Planning |
Amodeo, Daniel W. |
| Senior Vice President-Investment Management Group |
Aniano, Joseph N. |
| Senior Vice President-Corporate Controller and Chief Accounting Officer |
Benson, James D. |
| Senior Vice President-Chief Economist |
Bostjancic, Kathleen |
| Senior Vice President-P&C Legal |
Boyer, John N. |
| Senior Vice President-Human Resources Business Partner |
Bretz, Angela D. |
| Senior Vice President-Internal Audit |
Burchwell, Jason E. |
| Senior Vice President-Nationwide Pet |
Carnes, Joel R.M. |
| Senior Vice President-Chief Investment Officer |
Coleman, Joel L. |
| Senior Vice President-Chief Compliance Officer |
Dankovic, Rae Ann |
| Senior Vice President-Chief Risk Officer |
Diem, Klaus K. |
| Senior Vice President-Institutional Life |
Dowdy, Jessica |
| Senior Vice President-External Affairs |
English, Steven M. |
| Senior Vice President-Trial Division |
Failor, Scott E. |
| Senior Vice President-Corporate Operations & Litigation Legal |
Furniss, Natalie T. |
| Senior Vice President-Chief Financial Officer - Financial Services and Director |
Ginnan, Steven A. |
| Senior Vice President-PL Product and Underwriting |
Griffin, Sarah E. |
| Senior Vice President-Chief Financial Officer - Property & Casualty |
Guerrero, Oscar |
| Senior Vice President-Human Resources Business Partner |
Hairston, Mia S. |
| Senior Vice President-Underwriting Performance - E&S/Specialty and Commercial |
Hespe, Julie |
| Senior Vice President-Legal - NF |
Innis-Thompson, Janice |
| Senior Vice President-Management Liability & Specialty - E&S/Specialty |
Iorio, Thomas A. |
| Senior Vice President-Marketing - Enterprise Brand Strategy & Activation |
Jackson, Richard W. |
| Senior Vice President-Retirement Solutions |
Jestice, Kevin T. |
| Senior Vice President-E&S/Specialty and Commercial Lines |
Johnston, Russell M. |
| Senior Vice President-Chief Innovation and Digital Officer |
Kandhari, Chetan D. |
| Senior Vice President-Property & Casualty Commercial Lines |
Kempton, Casey E. |
| Senior Vice President-Chief Technology Officer - Technology Strategy, Data & Innovation |
Kolp, Melanie A. |
| Senior Vice President-Nationwide Annuity and Director |
Kotecha, Kush V. |
| Senior Vice President-Chief Technology Officer - Nationwide Financial |
Kuamoo, Misty C. |
| Senior Vice President-Business Performance - Property & Casualty |
Kyung, Jennifer |
| Senior Vice President-Nationwide Agribusiness |
Liggett, Brad R. |
| Senior Vice President-Programs & Alternative Risk - E&S/Specialty |
Lopes, John S. |
| Senior Vice President-Culture & Talent Acquisition |
Lucas, Giavonni |
| Senior Vice President-Chief Information Security Officer |
Lukens, Todd |
| Senior Vice President-Marketing Management - P&C |
MacKenzie, Jennifer B. |
| Senior Vice President-Group Benefits |
Murray, Lindsey E. |
| Senior Vice President-Contract & Brokerage Underwriting - E&S/Specialty |
Nelson, David N. |
| Senior Vice President-Corporate Development and Finance |
O'Brien, Kevin G. |
| Senior Vice President-NF Strategic Customer Solutions |
Perez, J.J. |
| Senior Vice President-Talent & Organization Effectiveness |
Pheister, Erin R. |
| Senior Vice President-Agribusiness Distribution and Underwriting |
Pollitt, Dirk |
| Senior Vice President-Retirement Solutions Distribution |
Ricklin, Suzanne |
5
| Senior Vice President-Marketing Management - Financial Services |
Rodriguez, Kristi L. |
| Senior Vice President-Personal Lines Operations |
Rommel, Jeff M. |
| Senior Vice President-Chief Customer Officer |
Samuel, Michelle |
| Senior Vice President-Finance, Strategy & Governance Legal & Corporate Secretary |
Skingle, Denise L. |
| Senior Vice President-Nationwide Life and Director |
Snyder, Holly R. |
| Senior Vice President-Total Rewards |
Sonneman, Christopher P. |
| Senior Vice President-Sales - Life |
Spencer, Frank W. |
| Senior Vice President-Commercial Lines - Middle Market |
Talkowski, Kristina M. |
| Senior Vice President-Personal Lines Sales & Distribution |
Tripp, Michael N. |
| Senior Vice President-Chief Technology Officer - Property & Casualty |
Vasudeva, Guruprasad C. |
| Senior Vice President-E-Risk Services - E&S/Specialty |
Walsh, James |
| Senior Vice President-Programs - E&S/Specialty |
Wayne, Amber M. |
| Senior Vice President-Human Resources Business Partner |
Webster, Cynthia S. |
| Senior Vice President-Commercial Lines - Small Market |
Williams, George M. |
| Director |
Walker, Kirt A. |
Item 29. Persons Controlled by or Under Common Control with the Insurance Company.
Following is a list of entities directly or indirectly controlled by or under common control with the Insurance Company. Ownership is indicated through indentation. Unless otherwise indicated, each subsidiary is either wholly-owned or majority-owned by the parent company immediately preceding it. (For example, Nationwide Fund Distributors, LLC is either wholly-owned or majority owned by NFS Distributors, Inc.) Separate accounts that have been established pursuant to board resolution but are not, and have never been, active are omitted.
| Company |
Jurisdiction of Domicile |
Brief Description of Business |
| Nationwide Financial Services, Inc. |
Delaware |
The company acts primarily as a holding company for companies within the Nationwide organization that offer or distribute life insurance, long-term savings and retirement products. |
| NFS Distributors, Inc. |
Delaware |
The company acts primarily as a holding company for Nationwide Financial Services, Inc. companies. |
| Nationwide Financial General Agency, Inc. |
Pennsylvania |
The company is a multi-state licensed insurance agency. |
| Nationwide Fund Distributors, LLC |
Delaware |
The company is a limited purpose broker-dealer. |
| Nationwide Fund Management, LLC |
Delaware |
The company provides administration, transfer and dividend disbursing agent services to various mutual fund entities. |
| Nationwide Retirement Solutions, Inc. |
Delaware |
The company markets and administers deferred compensation plans for public employees. |
| Nationwide Securities, LLC |
Delaware |
The company is a general purpose broker-dealer and investment adviser registered with the Securities and Exchange Commission. |
| Nationwide Trust Company, FSB |
Federal |
This is a federal savings bank chartered by the Office of Thrift Supervision in the United States Department of Treasury to exercise deposit, lending, agency, custody and fiduciary powers and to engage in activities permissible for federal savings banks under the Home Owners’ Loan Act of 1933. |
| Nationwide Financial Services Capital Trust |
Delaware |
The trust’s sole purpose is to issue and sell certain securities representing individual beneficial interests in the assets of the trust |
| 525 Cleveland Avenue, LLC |
Ohio |
This is a limited liability company organized under the laws of the State of Ohio. The company was formed to provide remedial real property cleanup prior to sale. |
| Nationwide Life Insurance Company 2 |
Ohio |
The corporation provides individual life insurance, group and health insurance, fixed and variable annuity products and other life insurance products. |
| Jefferson National Life Insurance Company2,3 |
Texas |
The company provides life, health and annuity products. |
| Jefferson National Life Annuity Account C2,3 |
|
A separate account issuing variable annuity products. |
6
| Company |
Jurisdiction of Domicile |
Brief Description of Business |
| Jefferson National Life Annuity Account E2,3 |
|
A separate account issuing variable annuity products. |
| Jefferson National Life Annuity Account F2,3 |
|
A separate account issuing variable annuity products. |
| Jefferson National Life Annuity Account G2,3 |
|
A separate account issuing variable annuity products. |
| Nationwide Jefferson National VA Separate Account 12,3 |
New York |
A separate account issuing variable annuity products. |
| MFS Variable Account2,3 |
Ohio |
A separate account issuing variable annuity contracts. |
| Nationwide Multi-Flex Variable Account2,3 |
Ohio |
A separate account issuing variable annuity contracts. |
| Nationwide Variable Account2,3 |
Ohio |
A separate account issuing variable annuity contracts. |
| Nationwide Variable Account-II2,3 |
Ohio |
A separate account issuing variable annuity contracts. |
| Nationwide Variable Account-32,3 |
Ohio |
A separate account issuing variable annuity contracts. |
| Nationwide Variable Account-42,3 |
Ohio |
A separate account issuing variable annuity contracts. |
| Nationwide Variable Account-52,3 |
Ohio |
A separate account issuing variable annuity contracts. |
| Nationwide Variable Account-62,3 |
Ohio |
A separate account issuing variable annuity contracts. |
| Nationwide Variable Account-72,3 |
Ohio |
A separate account issuing variable annuity contracts. |
| Nationwide Variable Account-82,3 |
Ohio |
A separate account issuing variable annuity contracts. |
| Nationwide Variable Account-92,3 |
Ohio |
A separate account issuing variable annuity contracts. |
| Nationwide Variable Account-102,3 |
Ohio |
A separate account issuing variable annuity contracts. |
| Nationwide Variable Account-112,3 |
Ohio |
A separate account issuing variable annuity contracts. |
| Nationwide Variable Account-122,3 |
Ohio |
A separate account issuing variable annuity contracts. |
| Nationwide Variable Account-132,3 |
Ohio |
A separate account issuing variable annuity contracts. |
| Nationwide Variable Account-142,3 |
Ohio |
A separate account issuing variable annuity contracts. |
| Nationwide Variable Account-152,3 |
Ohio |
A separate account issuing variable annuity contracts. |
| Nationwide Provident VA Separate Account 12,3 |
Pennsylvania |
A separate account issuing variable annuity contracts. |
| Nationwide VLI Separate Account2,3 |
Ohio |
A separate account issuing variable life insurance policies. |
| Nationwide VLI Separate Account-22,3 |
Ohio |
A separate account issuing variable life insurance policies. |
| Nationwide VLI Separate Account-32,3 |
Ohio |
A separate account issuing variable life insurance policies. |
| Nationwide VLI Separate Account-42,3 |
Ohio |
A separate account issuing variable life insurance policies. |
| Nationwide VLI Separate Account-52,3 |
Ohio |
A separate account issuing variable life insurance policies. |
| Nationwide VLI Separate Account-62,3 |
Ohio |
A separate account issuing variable life insurance policies. |
| Nationwide VLI Separate Account-72,3 |
Ohio |
A separate account issuing variable life insurance policies. |
| Nationwide Provident VLI Separate Account 12,3 |
Pennsylvania |
A separate account issuing variable life insurance policies. |
| Nationwide Investment Services Corporation3 |
Oklahoma |
This is a limited purpose broker-dealer and distributor of variable annuities and variable life products for Nationwide Life Insurance Company and Nationwide Life and Annuity Insurance Company. The company also provides educational services to retirement plan sponsors and its participants. |
| Nationwide Financial Assignment Company3 |
Ohio |
The company is an administrator of structured settlements. |
| Nationwide Investment Advisors, LLC3 |
Ohio |
The company provides investment advisory services. |
| Eagle Captive Reinsurance, LLC3 |
Ohio |
The company is engaged in the business of insurance |
| Nationwide Life and Annuity Insurance Company2,3 |
Ohio |
The company engages in underwriting life insurance and granting, purchasing and disposing of annuities. |
| Nationwide VA Separate Account-A2,3 |
Ohio |
A separate account issuing variable annuity contracts. |
| Nationwide VA Separate Account-B2,3 |
Ohio |
A separate account issuing variable annuity contracts. |
| Nationwide VA Separate Account-C2,3 |
Ohio |
A separate account issuing variable annuity contracts. |
| Nationwide VA Separate Account-D2,3 |
Ohio |
A separate account issuing variable annuity contracts. |
7
| Company |
Jurisdiction of Domicile |
Brief Description of Business |
| Nationwide Provident VA Separate Account A2,3 |
Delaware |
A separate account issuing variable annuity contracts. |
| Nationwide VL Separate Account-C2,3 |
Ohio |
A separate account issuing variable life insurance policies. |
| Nationwide VL Separate Account-D2,3 |
Ohio |
A separate account issuing variable life insurance policies. |
| Nationwide VL Separate Account-G2,3 |
Ohio |
A separate account issuing variable life insurance policies. |
| Nationwide Provident VLI Separate Account A2,3 |
Delaware |
A separate account issuing variable life insurance policies. |
| Olentangy Reinsurance, LLC3 |
Vermont |
The company is a captive life reinsurance company. |
| Nationwide SBL, LLC |
Ohio |
The company is a lender offering securities-back lines of credit. |
| Nationwide Life and Benefits Insurance Company (formerly, Direct General Life Insurance Company) |
South Carolina |
The company is a South Carolina stock life insurance company that previously offered a life product only, but is filing stop loss products in majority of states and a fully insured small group health product in a limited number of states. |
| NSM Sales Corporation |
Nevada |
The company is a sales and distribution organization for group health product and ancillary third-party products. |
| The Association Benefits Solution, LLC |
Delaware |
The company is a program manager for self-funded group health program where it coordinates and manages offerings to employers looking for an "off the shelf" solution to self-fund employee health plans. |
| Registered Investment Advisors Services, Inc. |
Texas |
The company is a technology company that facilitates third-party money management services for registered investment advisors. |
| Nationwide Fund Advisors4 |
Delaware |
The trust acts as a registered investment advisor. |
1
This subsidiary/entity is controlled by its immediate parent through contractual association.
2
This subsidiary/entity files separate financial statements.
3
Information for this subsidiary/entity is included in the consolidated financial statements of its immediate parent.
4
This subsidiary/entity is a business trust.
Item 30. Indemnification
Provision is made in Nationwide’s Amended and Restated Code of Regulations and expressly authorized by the General Corporation Law of the State of Ohio, for indemnification by Nationwide of any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that such person is or was a director, officer or employee of Nationwide, against expenses, including attorneys fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, to the extent and under the circumstances permitted by the General Corporation Law of the State of Ohio.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 ("Act") may be permitted to directors, officers or persons controlling Nationwide pursuant to the foregoing provisions, Nationwide has been informed 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 Underwriter
Nationwide Investment Services Corporation ("NISC")
8
a)
NISC serves as principal underwriter and general distributor for the following separate investment accounts of Nationwide or its affiliates:
| Jefferson National Life Annuity Account C |
Nationwide Variable Account-14 |
| Jefferson National Life Annuity Account E |
Nationwide Variable Account-15 |
| Jefferson National Life Annuity Account F |
Nationwide VA Separate Account-A |
| Jefferson National Life Annuity Account G |
Nationwide VA Separate Account-B |
| Nationwide Jefferson National VA Separate Account 1 |
Nationwide VA Separate Account-C |
| MFS Variable Account |
Nationwide VA Separate Account-D |
| Nationwide Multi-Flex Variable Account |
Nationwide VLI Separate Account |
| Nationwide Variable Account |
Nationwide VLI Separate Account-2 |
| Nationwide Variable Account-II |
Nationwide VLI Separate Account-3 |
| Nationwide Variable Account-3 |
Nationwide VLI Separate Account-4 |
| Nationwide Variable Account-4 |
Nationwide VLI Separate Account-5 |
| Nationwide Variable Account-5 |
Nationwide VLI Separate Account-6 |
| Nationwide Variable Account-6 |
Nationwide VLI Separate Account-7 |
| Nationwide Variable Account-7 |
Nationwide VL Separate Account-C |
| Nationwide Variable Account-8 |
Nationwide VL Separate Account-D |
| Nationwide Variable Account-9 |
Nationwide VL Separate Account-G |
| Nationwide Variable Account-10 |
Nationwide Provident VA Separate Account 1 |
| Nationwide Variable Account-11 |
Nationwide Provident VA Separate Account A |
| Nationwide Variable Account-12 |
Nationwide Provident VLI Separate Account 1 |
| Nationwide Variable Account-13 |
Nationwide Provident VLI Separate Account A |
b)
Directors and Officers of NISC:
| President and Director |
Perez, J.J. |
| Senior Vice President and Secretary |
Skingle, Denise L. |
| Vice President and Assistant Secretary |
Garman, David A. |
| Vice President and Assistant Secretary |
Wolf, Bonnie L. |
| Vice President-Chief Tax Officer |
Scheiderer, Kevin P. |
| Vice President-CFO IPS - Individual Life |
Wild, Keith D. |
| Chief Compliance Officer and AML Officer |
Deleget, J. Brian |
| Associate Vice President and Assistant Treasurer |
Hacker, Hope C. |
| Associate Vice President and Assistant Treasurer |
Radabaugh, Nathan |
| Associate Vice President and Treasurer |
Roswell, Ewan T. |
| Associate Vice President and Assistant Treasurer |
Walker, Tonya G. |
| Assistant Secretary |
Bowman, Heidi K. |
| Assistant Secretary |
Dokko, David H. |
| Director |
Jestice, Kevin T. |
| Director |
Kotecha, Kush V. |
The business address of the Directors and Officers of NISC is:
One Nationwide Plaza, Columbus, Ohio 43215.
One Nationwide Plaza, Columbus, Ohio 43215.
c)
| Name of Principal Underwriter |
Net Underwriting Discounts |
Compensation on Redemption |
Brokerage Commissions |
Other Compensation |
| Nationwide Investment Services Corporation |
N/A |
N/A |
N/A |
N/A |
9
| Name of Contract |
Number of Contracts outstanding |
Total value attributable to the Index-Linked Option 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) |
| |
|
$ |
|
$ |
$ |
No |
Item 32. Location of Accounts and Records
Steven A. Ginnan
Nationwide Life Insurance Company
One Nationwide Plaza
Columbus, OH 43215
Nationwide Life Insurance Company
One Nationwide Plaza
Columbus, OH 43215
Item 33. Management Services
Not Applicable
Item 34. Fee Representation and Undertakings
Nationwide Life Insurance Company hereby undertakes (1) to file, during any period in which offers or sales are being made, a post-effective amendment to the registration statement to include any prospectus required by section 10(a)(3) of the Securities Act of 1933; and (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.
10
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it meets the requirements of Rule 485(b) under the Securities Act of 1933 for effectiveness of the Registration Statement and has duly caused this registration statement to be signed on its behalf by the undersigned, duly authorized, in the City of Columbus, and State of Ohio, on April 27, 2026.
| Nationwide Life Insurance Company |
| (Insurance Company) |
| By: /s/ Craig A. Hawley* |
| Craig A. Hawley President and Chief Operating Officer |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated, on April 27, 2026.
| /s/ CRAIG A. HAWLEY* |
|
| Craig A. Hawley, President and Chief Operating Officer and Director (Principal Executive Officer) |
|
| /s/ KUSH V. KOTECHA* |
|
| Kush V. Kotecha, Senior Vice President-Nationwide Annuity and Director |
|
| /s/ HOLLY R. SNYDER* |
|
| Holly R. Snyder, Senior Vice President-Nationwide Life and Director |
|
| /s/ TIMOTHY G. FROMMEYER* |
|
| Timothy G. Frommeyer, Executive Vice President and Director |
|
| /s/ STEVEN A. GINNAN* |
|
| Steven A. Ginnan, Senior Vice President-Chief Financial Officer – Financial Services and Director (Chief Financial Officer) |
|
| /s/ KIRT A. WALKER* |
|
| Kirt A. Walker, Director |
|
| /s/ JAMES D. BENSON* |
|
| James D. Benson, Senior Vice President-Corporate Controller and Chief Accounting Officer (Principal Accounting Officer) |
|
| |
*By: /s/ Jamie M. Ruff |
| |
Jamie M. Ruff Attorney-in-Fact Pursuant to Power of Attorney |
11
ATTACHMENTS / EXHIBITS
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