Pruco Life Flexible Premium Variable Annuity Account
12/19/2025 | Press release | Distributed by Public on 12/19/2025 15:29
Post-Effective Amendment to Registration Statement by Investment Company (Form 485BPOS)
Filed with the Securities and Exchange Commission on December 19, 2025
REGISTRATION NO. 333-162673
INVESTMENT COMPANY ACT NO. 811-07325
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
POST-EFFECTIVE AMENDMENT NO. 43 (File No. 333-162673)
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 220 (File No. 811-07325)
PRUCO LIFE FLEXIBLE PREMIUM VARIABLE ANNUITY ACCOUNT
(Exact Name of Registrant)
PRUCO LIFE INSURANCE COMPANY
(Name of Depositor)
213 WASHINGTON STREET
NEWARK, NEW JERSEY 07102-2992
(973)802-7333
(Address and telephone number of Depositor's principal executive offices)
CT CORPORATION SYSTEM
3800 NORTH CENTRAL AVENUE, SUITE 460
PHOENIX, ARIZONA 85012
(602)248-1145
(Name, address and telephone number of agent for service)
COPIES TO:
ELIZABETH L. GIOIA
VICE PRESIDENT
PRUCO LIFE INSURANCE COMPANY
ONE CORPORATE DRIVE
SHELTON, CONNECTICUT 06484
(203) 402-1624
Approximate Date of Proposed Sale to the Public: Continuous
It is proposed that this filing become effective: (check appropriate box)
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immediately upon filing pursuant to paragraph (b) of Rule 485 |
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on December 31, 2025 pursuant to paragraph (b) of Rule 485 |
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60 days after filing pursuant to paragraph (a)(i) of Rule 485 |
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on ____________ pursuant to paragraph (a)(i) of Rule 485 |
If appropriate, check the following box:
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This post-effective amendment designates a new effective date for a previously filed post-effective amendment. |
EXPLANATORY NOTE:
Registrant is filing this Post-Effective Amendment No. 43 to Registration Statement No. 333-162673 for the purpose of including in the Registration Statement a Prospectus supplement. This Post-Effective Amendment incorporates by reference the Prospectus and Statement of Additional Information included in Part A and Part B, respectively, of Post-Effective Amendment No. 42 filed on April 4, 2025.
PRUCO LIFE INSURANCE COMPANY
PRUCO LIFE FLEXIBLE PREMIUM VARIABLE ANNUITY ACCOUNT
PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY
PRUCO LIFE OF NEW JERSEY FLEXIBLE PREMIUM VARIABLE ANNUITY ACCOUNT
Supplement dated December 31, 2025
to Prospectuses and Updating Summary Prospectuses dated May 1, 2025
This Supplement should be read in conjunction with the current Prospectus and Updating Summary Prospectus ("Prospectus(es)") for your Annuity and should be retained for future reference. This Supplement is intended to update certain information in the Prospectus for the variable annuity you own and is not intended to be a prospectus or offer for any other variable annuity that you do not own. Defined terms used herein and not otherwise defined herein shall have the meanings given to them in the Prospectuses and Statements of Additional Information. If you would like another copy of the current Annuity or Portfolio Prospectus, please call us at 1-888-PRU-2888.
This Supplement describes changes to the variable investment options available in your Annuity.
AST Bond Portfolio 2025
Effective on or about December 31, 2025, the AST Bond Portfolio 2025 will be closed and liquidated and, as a result, all references to the AST Bond Portfolio 2025 will be deleted from the Prospectus.
AST Portfolio Addition
Effective on or about January 2, 2026, the AST Bond Portfolio 2037 (the "Portfolio") will be added to your Annuity as a variable investment option. Please note, however, that this variable investment option is not available for the allocation of Purchase Payments or for transfers - either incoming or outgoing. This Portfolio is available only with certain optional living benefits.
In conjunction with the changes described above, the table captioned "Portfolios Available Under the Annuity" in the "Appendix A" section of the Prospectus will be revised to add the following information:
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Fund Type
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Portfolio Company and Advisor/Subadvisor
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Current Expenses
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Average Annual Total Returns
(as of 12/31/2025)
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1-Year
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5-Year
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10-Year
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Fixed Income
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AST Bond Portfolio 2037*, ‡, 1, 2
PGIM Fixed Income
PGIM Limited
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0.96%
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N/A
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N/A
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N/A
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PGIM Fixed Income is a business unit of PGIM, Inc.
PGIM Investments LLC manages each of the Portfolios of the Advanced Series Trust (AST). AST Investment Services, Inc. serves as co-manager, along with PGIM Investments LLC, to many of the Portfolios of AST.
1 These Portfolios are also offered in other variable annuity contracts that utilize a predetermined mathematical formula to manage the guarantees offered in connection with optional benefits.
Those other variable annuity contracts offer certain optional living benefits that utilize a predetermined mathematical formula (the "formula") to manage the guarantees offered in connection with those optional benefits. The formula monitors each contract Owner's Account Value daily and, if necessary, will systematically transfer amounts among investment options. The formula transfers funds between the Sub-accounts for those variable annuity contracts and an AST bond Portfolio Sub-account or a fixed account (those AST bond Portfolios or a fixed account may not be available in connection with the annuity contracts offered through this prospectus). You should be aware that the operation of the formula in those other variable annuity contracts may result in large-scale asset flows into and out of the underlying Portfolios that are available with your contract. These asset flows could adversely impact the underlying Portfolios, including their risk profile, expenses and performance. Because transfers between the Sub-accounts and the AST bond Sub-account or a fixed account can be frequent and the amount transferred can vary from day to day, any of the underlying Portfolios could experience the following effects, among others:
(a)
a Portfolio's investment performance could be adversely affected by requiring a subadvisor to purchase and sell securities at inopportune times or by otherwise limiting the subadvisor's ability to fully implement the Portfolio's investment strategy;
(b)
the subadvisor may be required to hold a larger portion of assets in highly liquid securities than it otherwise would hold, which could adversely affect performance if the highly liquid securities underperform other securities (e.g., equities) that otherwise would have been held; and
(c)
a Portfolio may experience higher turnover and greater negative asset flows than it would have experienced without the formula, which could result in higher operating expense ratios and higher transaction costs for the Portfolio compared to other similar funds.
The efficient operation of the asset flows among Portfolios triggered by the formula depends on active and liquid markets. If market liquidity is strained, the asset flows may not operate as intended. For example, it is possible that illiquid markets or other market stress could cause delays in the transfer of cash from one Portfolio to another Portfolio, which in turn could adversely impact performance.
Before you allocate to the Sub-account with the AST Portfolios listed above, you should consider the potential effects on the Portfolios that are the result of the operation of the formula in the variable annuity contracts that are unrelated to your Variable Annuity. Please work with your financial professional to determine which Portfolios are appropriate for your needs.
2 Please note that you may not allocate Purchase Payments to the AST Investment Grade Bond Portfolio or the target date bond Portfolios (e.g., AST Bond Portfolio 2026).
* This information includes annual expenses that reflect temporary or other fee reductions or waivers. Please see the Portfolio prospectus for additional information.
‡ Please see additional information below regarding certain portfolios.
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AST Bond Portfolio 2037
The Portfolio will commence operations on or about January 2, 2026.
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THIS SUPPLEMENT SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE.
GENPRODSUP4
PART C
OTHER INFORMATION
ITEM 27. EXHIBITS:
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(b) |
Not Applicable. |
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(i) |
Not Applicable |
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(j) |
Not Applicable |
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(k) |
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(l)(1) |
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(l)(2) |
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(m) |
Not Applicable |
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(n) |
Not Applicable |
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(0) |
Not Applicable |
ITEM 28. DIRECTORS AND OFFICERS OF THE DEPOSITOR:
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NAME AND PRINCIPAL BUSINESS ADDRESS |
POSITION AND OFFICES WITH INSURANCE COMPANY |
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Reshma V. Abraham |
Director and Vice President |
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Markus Coombs |
Director, Chief Accounting Officer, Chief Financial Officer, and Vice President |
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Alan M. Finkelstein |
Director and Treasurer |
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Scott E. Gaul |
Director and Vice President |
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Bradley O. Harris |
Director |
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Salene Hitchcock-Gear |
Director |
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Daniel T. McNulty |
Chief Compliance Officer, Variable Life & Variable Annuities Registered Separate Accounts |
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Matthew Silver |
Chief Actuary and Senior Vice President |
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Dylan J. Tyson |
President & Chief Executive Officer and Director |
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Amy M. Woltman |
Chief Legal Officer, Vice President and Secretary |
ITEM 29. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR REGISTRANT:
The Registrant separate account may be deemed to be under common control (or where indicated, identical to) the following separate accounts that are sponsored either by the depositor or an insurer that is an affiliate of the depositor: The Prudential Discovery Premier Group Variable Contract Account, The Prudential Variable Appreciable Account, The Prudential Individual Variable Contract Account, The Prudential Variable Contract Account GI-2, The Prudential Qualified Individual Variable Contract Account, The Prudential Variable Contract Account-24, The Prudential Discovery Select Group Variable Annuity Contract Account (separate accounts of Prudential); the Pruco Life Flexible Premium Variable Annuity Account; the Pruco Life PRUvider Variable Appreciable Account; the Pruco Life Variable Universal Account, the Pruco Life Variable Insurance Account, the Pruco Life Variable Appreciable Account, the Pruco Life Single Premium Variable Life Account, the Pruco Life Single Premium Variable Annuity Account (separate accounts of Pruco Life Insurance Company ("Pruco Life")); the Pruco Life of New Jersey Flexible Premium Variable Annuity Account; the Pruco Life of New Jersey Variable Insurance Account, the Pruco Life of New Jersey Variable Appreciable Account, the Pruco Life of New Jersey Single Premium Variable Life Account, and the Pruco Life of New Jersey Single Premium Variable Annuity Account (separate accounts of Pruco Life Insurance Company of New Jersey ("Pruco Life of New Jersey")). Pruco Life, a life insurance company organized under the laws of Arizona, is a direct wholly-owned subsidiary of The Prudential Insurance Company of America and an indirect wholly-owned subsidiary of Prudential Financial, Inc. Pruco Life of New Jersey, a life insurance company organized under the laws of New Jersey, is a direct wholly-owned subsidiary of Pruco Life, and an indirect wholly-owned subsidiary of Prudential Financial, Inc.
The subsidiaries of Prudential Financial Inc. ("PFI") are listed under Exhibit 21.1 of the Annual Report on Form 10-K of PFI (Registration No. 001-16707), filed on February 13, 2025, the text of which is hereby incorporated by reference. In addition to those subsidiaries, Prudential holds all of the voting securities of Prudential's Gibraltar Fund, Inc., a Maryland corporation, in three of its separate accounts. Prudential's Gibraltar Fund, Inc. is registered as an open-end, diversified, management investment company under the Investment Company Act of 1940 (the "Act"). The separate accounts listed above are registered as unit investment trusts under the Act. Registrant may also be deemed to be under common control with The Prudential Variable Contract Account-2, The Prudential Variable Contract Account-10, and The Prudential Variable Account Contract Account-11, (separate accounts of The Prudential Insurance Company of America which are registered as open-end, diversified management investment companies).
ITEM 30. INDEMNIFICATION:
The Registrant, in conjunction with certain of its affiliates, maintains insurance on behalf of any person who is or was a trustee, director, officer, employee, or agent of the Registrant, or who is or was serving at the request of the Registrant as a trustee, director, officer, employee or agent of such other affiliated trust or corporation, against any liability asserted against and incurred by him or her arising out of his or her position with such trust or corporation.
Arizona, the state of organization of Pruco Life Insurance Company ("Pruco"), permits entities organized under its jurisdiction to indemnify directors and officers with certain limitations. The relevant provisions of Arizona law permitting indemnification can be found in Section 10-850 et. seq. of the Arizona Statutes Annotated. The text of Pruco's By-law, Article VIII, which relates to indemnification of officers and directors, is incorporated by reference to Exhibit 3(ii) to its form 10-Q filed August 15, 1997.
Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the "Securities Act") may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final adjudication of such issue.
ITEM 31. PRINCIPAL UNDERWRITERS:
(a) Prudential Annuities Distributors, Inc. (PAD)
PAD serves as principal underwriter for variable annuities issued by Pruco Life Insurance Company and Pruco Life Insurance Company of New Jersey. The separate accounts of those insurance companies, through which the bulk of the variable annuities are issued, are the Pruco Life Flexible Premium Variable Annuity Account, the Pruco Life of New Jersey Flexible Premium Variable Annuity Account, The Prudential Qualified Individual Variable Contract Account, The Prudential Individual Variable Contract Account, Prudential's Annuity Plan Account, Prudential's Investment Plan Account, and Prudential's Annuity Plan Account-2. In addition, PAD serves as principal underwriter for variable annuities issued by Fortitude Life Insurance & Annuity Company and its Fortitude Life Insurance & Annuity Company Variable Account B.
(b) Information concerning the directors and officers of PAD is set forth below:
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NAME |
POSITIONS AND OFFICES WITH UNDERWRITER |
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Suzanne Amari |
Director |
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Kevin M. Brayton |
Senior Vice President and Director |
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Tracey Carroll |
President and Director |
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Jessica Conley |
Vice President |
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Markus Coombs |
Director |
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Kelly Florio |
Anti-Money Laundering Officer |
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Scott P. Haggerty |
Chairman, Chief Executive Officer and Director |
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Christina A. Hartnett |
Vice President and Chief Operating Officer |
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Donald Mallavia |
Director |
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NAME |
POSITIONS AND OFFICES WITH UNDERWRITER |
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Shane T. McGrath |
Chief Compliance Officer and Vice President |
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Frank Papasavas |
Treasurer |
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Robert P. Smit |
Chief Financial Officer and Controller |
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Jordan Thomsen |
Chief Legal Officer and Secretary |
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Amy M. Woltman |
Vice President and Assistant Secretary |
(c) Commissions received by PAD during 2024 with respect to all individual annuities issued by Pruco Life.
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NAME OF PRINCIPAL UNDERWRITER |
NET UNDERWRITING |
COMPENSATION ON |
BROKERAGE |
COMPENSATION |
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Prudential Annuities Distributors, Inc.* |
$744,837,102 |
$-0- |
$-0- |
$-0- |
| * | PAD did not retain any of these commissions. |
ITEM 32. LOCATION OF ACCOUNTS AND RECORDS
Provided in the Registrant's most recent report on Form N-CEN.
ITEM 33. MANAGEMENT SERVICES
Summary of any contract not discussed in Part A and Part B of the registration statement under which management-related services are provided to the Registrant-Not applicable.
ITEM 34. FEE REPRESENTATION
Pruco Life hereby represents that the fees and charges deducted under the contracts described in this Registration Statement are in the aggregate reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed by Pruco Life.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this Registration Statement under Rule 485(b) under the Securities Act and has duly caused this post-effective amendment to be signed on its behalf by the undersigned, duly authorized, in the City of Newark and the State of New Jersey on this 19th day of December 2025.
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PRUCO LIFE FLEXIBLE PREMIUM VARIABLE ANNUITY ACCOUNT |
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By: |
Dylan J. Tyson* |
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Dylan J. Tyson |
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PRUCO LIFE INSURANCE COMPANY |
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By: |
Dylan J. Tyson* |
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Dylan J. Tyson |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
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SIGNATURE |
TITLE |
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Reshma V. Abraham*
Reshma V. Abraham |
Director and Vice President |
December 19, 2025 |
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Markus Coombs*
Markus Coombs |
Chief Financial Officer, Chief Accounting Officer, Vice President and Director |
December 19, 2025 |
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Alan M. Finkelstein*
Alan M. Finkelstein |
Director and Treasurer |
December 19, 2025 |
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Scott E. Gaul*
Scott E. Gaul |
Director and Vice President |
December 19, 2025 |
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Bradley O. Harris*
Bradley O. Harris |
Director |
December 19, 2025 |
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Salene Hitchcock-Gear*
Salene Hitchcock-Gear |
Director |
December 19, 2025 |
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Dylan J. Tyson*
Dylan J. Tyson |
Director, President and Chief Executive Officer |
December 19, 2025 |
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By: |
/s/ Elizabeth L. Gioia |
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Elizabeth L. Gioia |
| * | Executed by Elizabeth L. Gioia on behalf of those indicated pursuant to Power of Attorney. |
Pruco Life Flexible Premium Variable Annuity Account published this content on December 19, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on December 19, 2025 at 21:29 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]