03/06/2026 | Press release | Distributed by Public on 03/06/2026 13:16
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-08520
TIAA Separate Account VA-1
(Exact name of registrant as specified in charter)
730 Third Avenue
New York, New York 10017-3206
(Address of principal executive offices) (Zip code)
Rachael M. Zufall, Esq.
Teachers Insurance and Annuity Association of America
8500 Andrew Carnegie Boulevard
Charlotte, North Carolina 28262
(Name and address of agent for service)
Registrant's telephone number, including area code: (212) 490-9000
Date of fiscal year end: December 31
Date of reporting period: December 31, 2025
| Item 1. |
Reports to Stockholders. |
| Item 2. |
Code of Ethics. |
As of the end of the period covered by this report, the Registrant has adopted a code of ethics that applies to the Registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. There were no amendments to or waivers from the code during the period covered by this report. Upon request, a copy of the Registrant's code of ethics is available without charge by calling 800-842-2252.
| Item 3. |
Audit Committee Financial Expert. |
As of the end of the period covered by this report, the Registrant's Management Committee had determined that the Registrant has at least one "audit committee financial expert" (as defined in Item 3 of Form N-CSR) serving on its Audit and Compliance Committee. Joseph A. Carrier is the Registrant's audit committee financial expert and is "independent" for purposes of Item 3 of Form N-CSR.
| Item 4. |
Principal Accountant Fees and Services. |
TIAA Separate Account VA-1
The following tables show the amount of fees that PricewaterhouseCoopers LLP ("PwC"), the independent registered public accounting firm, billed to the Registrant during the Registrant's last two full fiscal years. The Audit and Compliance Committee approved in advance all audit services and non-audit services that PwC provided to the Registrant, except for those non-audit services that were subject to the pre-approval exception under Rule 2-01 of Regulation S-X (the "pre-approval exception"). The pre-approval exception for services provided directly to the Registrant waives the pre-approval requirement for services other than audit, review or attest services if: (A) the aggregate amount of all such services provided constitutes no more than 5% of the total amount of revenues paid by the Registrant during the fiscal year in which the services are provided; (B) the Registrant did not recognize the services as non-audit services at the time of the engagement; and (C) the services are promptly brought to the Audit and Compliance Committee's attention, and the Committee (or its delegate) approves the services before the audit is completed.
The Audit and Compliance Committee has delegated certain pre-approval responsibilities to its Chair.
SERVICES THAT THE REGISTRANT'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM BILLED TO THE REGISTRANT
| Fiscal Year Ended |
Audit Fees Billed to Registrant1 |
Audit-Related Fees Billed to Registrant2 |
Tax Fees Billed to Registrant3 |
All Other Fees Billed to Registrant4 |
||||||||||||
|
December 31, 2025 |
$56,625 | $0 | $0 | $0 | ||||||||||||
|
Percentage approved pursuant to pre-approval exception |
0% | 0% | 0% | 0% | ||||||||||||
|
December 31, 2024 |
$76,860 | $0 | $0 | $0 | ||||||||||||
|
Percentage approved pursuant to pre-approval exception |
0% | 0% | 0% | 0% | ||||||||||||
| 1 |
"Audit Fees" are the aggregate fees billed for professional services for the audit of the Registrant's annual financial statements and services provided in connection with statutory and regulatory filings. |
| 2 |
"Audit-Related Fees" are the aggregate fees billed for assurance and related services reasonably related to the performance of the audit or review of financial statements that are not reported under "Audit Fees". |
| 3 |
"Tax Fees" are the aggregate fees billed for professional services for tax compliance, tax advice, and tax planning. |
| 4 |
"All Other Fees" are the aggregate fees billed for products and services other than "Audit Fees", "Audit-Related Fees" and "Tax Fees". |
SERVICES THAT THE REGISTRANT'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM BILLED TO THE ADVISER AND AFFILIATED REGISTRANT SERVICE PROVIDERS
The following tables show the amount of fees billed by PwC to Teachers Advisors, LLC (the "Adviser"), and any entity controlling, controlled by or under common control with the Adviser that provides ongoing services to the Registrant ("Affiliated Fund Service Provider"), for engagements directly related to the Registrant's operations and financial reporting, during the Registrant's last two full fiscal years.
The tables also show the percentage of fees subject to the pre-approval exception. The pre-approval exception for services provided to the Adviser and any Affiliated Fund Service Provider (other than audit, review or attest services) waives the pre-approval requirement if: (A) the aggregate amount of all such services provided constitutes no more than 5% of the total amount of revenues paid by the Registrant, the Adviser and Affiliated Fund Service Providers during the fiscal year in which the services are provided that would have to be pre-approved by the Audit and Compliance Committee; (B) the Registrant did not recognize the services as non-audit services at the time of the engagement; and (C) the services are promptly brought to the Audit and
Compliance Committee's attention, and the Committee (or its delegate) approves the services before the Registrant's audit is completed.
| Fiscal Year Ended |
Audit-Related Fees Billed to Adviser
and Affiliated Fund |
Tax Fees Billed to Adviser
and Affiliated Fund |
All Other Fees Billed to Adviser
and Affiliated Fund |
|||||||||
|
December 31, 2025 |
$0 | $0 | $0 | |||||||||
|
Percentage approved pursuant to pre-approval exception |
0% | 0% | 0% | |||||||||
|
December 31, 2024 |
$0 | $0 | $0 | |||||||||
|
Percentage approved pursuant to pre-approval exception |
0% | 0% | 0% | |||||||||
NON-AUDIT SERVICES
The following table shows the amount of fees that PwC billed during the Registrant's last two full fiscal years for non-audit services. The Audit and Compliance Committee is required to pre-approve non-audit services that the Registrant's independent registered public accounting firm provides to the Adviser and any Affiliated Fund Service Provider, if the engagement related directly to the Registrant's operations and financial reporting (except for those subject to the pre-approval exception described above). The Audit and Compliance Committee requested and received information from PwC about any non-audit services rendered during the Registrant's last fiscal year to the Adviser and any Affiliated Fund Service Provider. The Committee considered this information in evaluating PwC's independence.
| Fiscal Year Ended |
Total Non-Audit Fees Billed to Registrant |
Total Non-Audit Fees Billed to Adviser and Affiliated Fund Service Providers (engagements related directly to the operations and financial reporting of the Registrant) |
Total Non-Audit Fees Billed to Adviser and Affiliated Fund Service Providers (all other engagements) |
Total | ||||||||||||
|
December 31, 2025 |
$0 | $0 | $11,542,000 | $11,542,000 | ||||||||||||
|
December 31, 2024 |
$0 | $0 | $293,312 | $293,312 | ||||||||||||
"Non-Audit Fees billed to Registrant" for both fiscal year ends represent "Tax Fees" and "All Other Fees" billed to the Registrant in their respective amounts from the previous table.
Less than 50 percent of the hours expended on the independent registered public accounting firm's engagement to audit the Registrant's financial statements for the most recent fiscal year were attributed to work performed by persons other than the independent registered public accounting firm's full-time, permanent employees.
Audit and Compliance Committee Pre-Approval Policies and Procedures. Generally, the Audit and Compliance Committee must approve (i) all non-audit services to be performed for the Registrant by the Registrant's independent registered public accounting firm and (ii) all audit and non-audit services to be performed by the Registrant's independent registered public accounting firm for the Affiliated Fund Service Providers with respect to the operations and financial reporting of the Registrant.
Item 4(i) and Item 4(j) are not applicable to the Registrant.
| Item 5. |
Audit Committee of Listed Registrants. |
Not applicable to this Registrant.
| Item 6. |
Investments. |
| (a) |
Schedule of Investments is included as part of the Portfolio of Investments filed under Item 1 of this Form N-CSR. |
| (b) |
Not applicable. |
| Item 7. |
Financial Statements and Financial Highlights for Open-End Management Investment Companies. |
Not applicable.
| Item 8. |
Changes in and Disagreements with Accountants for Open-End Management Investment Companies. |
Not applicable.
| Item 9. |
Proxy Disclosures for Open-End Management Investment Companies. |
Not applicable.
| Item 10. |
Remuneration Paid to Directors, Officers, and Others of Open-End Management Investment Companies. |
Not applicable.
| Item 11. |
Statement Regarding Basis for Approval of Investment Advisory Contract. |
Not applicable.
| Item 12. |
Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies. |
Not applicable.
| Item 13. |
Portfolio Managers of Closed-End Management Investment Companies. |
Not applicable.
| Item 14. |
Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers. |
Not applicable.
| Item 15. |
Submission of Matters to a Vote of Security Holders. |
There have been no material changes to the procedures by which contract owners may recommend nominees to the Registrant's Management Committee implemented after the Registrant last provided disclosure in response to this Item.
| Item 16. |
Controls and Procedures. |
| (a) |
The Registrant's principal executive and principal financial officers, or persons performing similar functions, have concluded that the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the "1940 Act") (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of this report that includes the disclosure required by this paragraph, based on their evaluation of the controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (17 CFR 240.13a-15(b) or 240.15d-15(b)). |
| (b) |
There were no changes in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting. |
| Item 17. |
Disclosure of Securities Lending Activities for Closed-End Management Investment Companies. |
| (a) |
Not applicable. |
| (b) |
Not applicable. |
| Item 18. |
Recovery of Erroneously Awarded Compensation. |
| (a) |
Not applicable. |
| (b) |
Not applicable. |
| Item 19. |
Exhibits. |
|
(a)(1) |
Not applicable because the code of ethics is available, upon request and without charge, by calling 800-842-2252 and there were no amendments during the period covered by this report. |
|
|
(a)(2) |
Not applicable. | |
|
(a)(3) |
||
|
(a)(4) |
Not applicable. | |
|
(a)(5) |
Not applicable. | |
|
(b) |
||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
TIAA Separate Account VA-1
|
Date: March 6, 2026 |
By: |
/s/ Christopher Stickrod |
||||
|
Christopher Stickrod |
||||||
|
Principal Executive Officer and Executive Vice President |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
|
Date: March 6, 2026 |
By: |
/s/ Christopher Stickrod |
||||
|
Christopher Stickrod |
||||||
|
Principal Executive Officer and Executive Vice President (principal executive officer) |
|
Date: March 6, 2026 |
By: |
/s/ Marc Cardella |
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|
Marc Cardella |
||||||
|
Vice President and Controller (principal financial officer) |