GUARDIAN SEPARATE ACCT N OF THE GUARDIAN INS & ANNUITY CO (0001096266) (Filer)

Registration Nos. 333-222952

811-09725

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM

N-6

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

POST-EFFECTIVE AMENDMENT No. 11

and/or

REGISTRATION STATEMENT

UNDER

THE INVESTMENT COMPANY ACT OF 1940

AMENDMENT NO. 44

THE GUARDIAN SEPARATE ACCOUNT N

(Exact Name of Registrant)

THE GUARDIAN INSURANCE &

ANNUITYCOMPANY, INC.

(Name of Depositor)

10 Hudson Yards, New York, New York 10001

(Complete Address of Principal Executive Offices)

(212) 598-8714

(Depositors Telephone Number)

Patrick D. Ivkovich, Senior Counsel

The Guardian Insurance & Annuity Company, Inc.

10 Hudson Yards

New York, New York 10001

(Name and address of agent for service)

Approximate Date of Proposed Public Offering:

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date

until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become

effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on

such date as the Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE:

This Post-Effective Amendment No. 11 (“Amendment No.

11”) to Form N-6 Registration Statement No.333-222952 is being filed for the purpose

of including in the Registration Statement a Prospectus Supplement that describes the

reorganization of “Target Funds” into and with the corresponding “Acquiring Funds”

that we intend to make available to Contract Owners.

This Amendment No. 11

incorporates by reference the information contained in Parts A and B of Post-Effective

Amendment No. 10, as filed with the U.S. Securities and Exchange Commission on

May 1, 2026, and does not amend or delete the currently available Prospectuses,

Statement of Additional Information, or any subsequently filed supplements to the

Prospectuses and Statement of Additional Information, or other part of the

Registration Statement except as specifically noted herein.

3

Prospectus Supplement

Dated October 9, 2026

For

Certain Variable Life Insurance Policies and Variable Annuity Contracts

Issued By

THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.

The following supplemental information should be read in conjunction with the Prospectuses and applicable

Updated Summary Prospectuses and Initial Summary Prospectus dated:

1.

May 1, 2026 for Flexible Solutions

®

VUL (2018);

2.

May 1, 2019 for Executive Benefits (COLI) VUL

®

;

3.

May 1, 2019 for Flexible Solutions

®

VUL III;

4.

April 30, 2012 for Park Avenue Life (PAL) 95 Variable Whole Life Insurance Policy;

5.

April 30, 2012 for Park Avenue Life (PAL) 97 Variable Whole Life Insurance Policy;

6.

May 1, 2008 for Flexible Solutions

®

Variable Universal Life;

7.

May 1, 2008 for Flexible Solutions

®

Variable Universal Life Gold;

8.

May 1, 2008 for Park Avenue Survivorship Variable Universal Life (SVUL) – Millennium Series

®

;

9.

May 1, 2006 for Park Avenue Variable Universal Life (VUL) – Millennium Series

®

;

10.

May 1, 2005 for Park Avenue Life – Millennium Series

®

Variable Life Insurance Policy (PAL Millennium);

11.

May 1, 2002 for the Value Plus Single Premium Variable Life;

12.

May 1, 2001 for Park Avenue Variable Universal Life (VUL) – 97 Form;

13.

May 1, 1998 for the Select Guard Annual Premium Variable Life Insurance Policy.

14.

May 1, 2026 for The Guardian Investor

®

Group Variable Annuity;

15.

May 1, 1988 for The Guardian Variable Account 1 (VA-1) Variable Annuity; and

16.

May 1, 1988 for The Guardian Variable Account 2 (VA-2) Variable Annuity.

Special terms not defined herein have the meanings ascribed to them in the Prospectus.

NOTICE OF FUND REORGANIZATION

On or about December 4, 2026 (the “Reorganization Date”), subject to shareholder approval, the following

“Target Funds” in which investment divisions (“subaccounts”) of the Separate Account currently may invest will

be reorganized into and with the corresponding “Acquiring Funds” (the “Reorganization”).

4

The following table provides additional information about the Acquiring Funds:

 

5

* Current expenses are estimates. The Acquiring Funds are new Funds that have no actual operating history and

will commence operations on or about the Reorganization Date.

The Target Funds will no longer be available as variable investment options under the Policy or Contract after

the Reorganization Date. The corresponding Acquiring Funds of

the

Target Funds that are available under your

Policy or Contract will be available as variable investment options under the Policy or Contract on December 4,

2026. On the Reorganization Date, all subaccount units corresponding to shares of the Target Funds will be

replaced with subaccount units corresponding to shares of the Acquiring Funds.

The Reorganization will be effected at the relative net asset values of the Target’s Fund’s and the Acquiring

Fund’s shares. Your Policy or Contract value immediately prior to the Reorganization will equal your Policy or

Contract value immediately after the Reorganization. There will be no tax consequences for you as a result of the

6

Reorganization. The Reorganization will be performed at no cost to you. The fees and charges under your Policy

or Contract will not increase as a result of the Reorganization. Your rights and the Company’s obligations under

your Policy or Contract will not be altered in any way.

You may make changes to your investment allocations by submitting your written, electronic or telephone

instructions in Good Order by mail to The Guardian Insurance & Annuity Company, Inc., Individual Markets, P.

O. Box 981588, El Paso, TX 79998-1592 (regular mail) or 5951 Luckett Ct., Bldg. A, El Paso, TX 79998-1588

(overnight mail), or by calling 1-888-482-7342.

For 30 days prior to and for 30 days after the Reorganization Date, except with respect to any market

timing/short-term trading limitations as set forth in your Prospectus, there will be no exercise of any rights

reserved under the Policies to impose additional restrictions on transfers between subaccounts.

If your Policy or Contract value is automatically transferred on the Reorganization Date, you will receive a

confirmation showing the transfer of your Policy or Contract value from the subaccounts that invest in the Target

Funds to the subaccounts that invest in the corresponding Acquiring Funds. Due to the difference in unit values,

the number of units you receive in the subaccounts investing in the Acquiring Funds will be different from the

number of units you held in the subaccounts investing in the Target Funds.

Further, certain administrative programs will be impacted by the Reorganization. Specifically:

●

Dollar Cost Averaging (“DCA”) and Automatic Portfolio Rebalancing (“APR”):

If you are enrolled in a

DCA program or APR that includes the Target Funds, you may terminate your current allocation instructions

and provide new allocation instructions at any time. If you do not provide new allocation instructions prior to

the Reorganization Date, your enrollment will automatically be updated to replace the subaccounts that invest

in the Target Funds with the subaccounts that invest in the Acquiring Funds at the close of business on the

Reorganization Date.

●

Premium Allocation Instructions:

If you have premium allocation instructions on file that include the Target

Funds, you may change those allocation instructions by providing new allocation instructions at any time. If

you do not provide new allocation instructions prior to the Reorganization Date, your premium allocation

instructions on file will automatically be updated to replace the subaccounts that invest in the Target Funds

with the subaccounts that invest in the Acquiring Funds at the close of business on the Reorganization Date.

●

Automated Alert Program:

If you have any Automated Alerts on file that include the Target Funds, you may

change those Automated Alerts by providing new instructions at any time. If you do not provide new

instructions prior to the Reorganization Date, your Automated Alert instructions on file will automatically be

updated to replace the subaccounts that invest in the Target Funds with the subaccounts that invest in the

Acquiring Funds at the close of business on the Reorganization Date.

Except as set forth herein, all other provisions of the prospectus shall remain unchanged.

This PROSPECTUS Supplement Should Be Retained For Future Reference.

7

PART C

OTHER INFORMATION

Item 30.

Exhibits

(1)

Incorporated by reference to the Registration Statement on Form N-6 filed by the Registrant on May 21, 2008 (File No.

333-151073; Accession No. 0001193125-08-120023)

(2)

Incorporated by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-6 filed by the Registrant

on August 1, 2008 (File No. 333-151073; Accession No. 0001193125-08-163928)

(3)

Incorporated by reference to Pre-Effective Amendment No. 2 to the Registration Statement on Form N-6 filed by the Registrant

on August 26, 2008 (File No. 333-151073; Accession No. 0001193125-08-184460)

(4)

Incorporated by reference to Post-Effective Amendment No. 2 to the Registration Statement on Form N-6 filed by the Registrant

on April 27, 2010 (File No. 333-151073; Accession No. 0001193125-10-094621)

(5)

Incorporated by reference to Post-Effective Amendment No. 3 to the Registration Statement on Form N-6 filed by the Registrant

on April 27, 2011 (File No. 333-151073; Accession No. 0001193125-11-111532)

(6)

Incorporated by reference to Post-Effective No. 4 to the Registration Statement on Form N-6 filed by the Registrant on April 25,

2012 (File No. 333-148736; Accession No. 0001193125-12-181996)

(7)

Incorporated by reference to the Registration Statement on Form N-6 filed by the Registrant on May 2, 2013 (File No.

333-188304; Accession No. 0001193125-13-196448)

(8)

Incorporated by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-6 filed by the Registrant

on July 15, 2013 (File No. 333-188304; Accession No. 0001193125-13-290766)

(9)

Incorporated by reference to Pre-Effective Amendment No. 2 on Form N-6 filed by the Registrant on September 27, 2013 (File

No. 333-188304; Accession No. 0001193125-13-382543)

(10)

Incorporated by reference Post-Effective Amendment No. 1 to the Registration statement on Form N-6 filed by the Registrant on

April 25, 2014 (File No. 333-188304; Accession No. 0001193125-14-158833)

(11)

Incorporated by reference Post-Effective Amendment No. 2 to the Registration statement on Form N-6 filed by the Registrant on

April 24, 2015 (File No. 333-188304; Accession No. 0001193125-15-146150)

(12)

Incorporated by reference Post Effective Amendment No. 4 to the Registration statement on Form N-6 filed by the Registrant on

April 25, 2016 (File No. 333-188304; Accession No. 0001193125-16-553860)

(13)

Incorporated by reference to Post Effective Amendment No. 5 to the Registration statement on Form N-6 filed by the Registrant

on April 25, 2017 (File No. 333-188304; Accession No. 0001193125-17-136515)

(14)

Incorporated by reference to the Registration Statement on Form N-6 filed by the Registrant on February 9, 2018 (File No.

333-222952; Accession No. 0001193125-18-037623)

(15)

Incorporated by reference to Pre-Effective Amendment No. 1 to the Registration statement on Form N-6 filed by the Registrant

on May 9, 2018 (File No. 333-222952; Accession No. 0001193125-18-157034)

(16)

Incorporated by reference to Pre-Effective Amendment No. 2 to the Registration statement on Form N-6 filed by the Registrant

on July 30, 2018 (File No. 333-222952; Accession Number 0001193125-18-231161)

(17)

Incorporated by reference to Post-Effective Amendment No. 1 to the Registration Statement on Form N-6 filed by the Registrant

on April 26, 2019 (File No. 333-222952; Accession Number 0001193125-19-122119)

(18)

Incorporated by reference to Post-Effective Amendment No. 3 to the Registration Statement on Form N-6 filed by the Registrant

on April 27, 2020 (File No. 333-222952; Accession Number 0001193125-20-121151)

(19)

Incorporated by reference to Post-Effective Amendment No. 5 to the Registration Statement on Form N-6 filed by the Registrant

on April 26, 2021 (File No. 333-222952; Accession Number 0001193125-21-131842)

(20)

Incorporated by reference to Post-Effective Amendment No. 6 to the Registration Statement on Form N-6 filed by the Registrant

on April 27, 2022 (File No. 333-222952; Accession Number 0001193125-22-123699)

(21)

Incorporated by reference to Post-Effective Amendment No. 6 to the Registration Statement on Form N-6 filed by the Registrant

on February 17, 2021 (File No. 333-222952; Accession Number 0001193125-21-046635)

(22)

Incorporated by reference to Post-Effective Amendment No. 10 to the Registration Statement on Form N-6 filed by the

Registrant on May 1, 2026 (File No. 333-222952; Accession Number 0001193125-26-200677)

(23)

Filed herewith

Item 31.

Directors and Officers of the Insurance Company

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

THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.

DIRECTOR & OFFICER ROSTER

Item 32.

Persons Controlled by or under Common Control with the Insurance Company or the Registered Separate Account

The following list sets forth the persons directly controlled by The Guardian Life Insurance Company of America (“Guardian Life”),

the parent company of GIAC. Those entities that are indented under another entity are subsidiaries of that entity and, therefore, indirect

subsidiaries of Guardian Life.

Item 33.

Indemnification

The By-Laws of The Guardian Insurance & Annuity Company, Inc. provide that the Company shall, to the fullest extent legally

permissible under the General Corporation Law of the State of Delaware, indemnify and hold harmless officers and directors of the

Corporation for certain liabilities reasonably incurred in connection with such person’s capacity as an officer or director.

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

No director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for

breach of fiduciary duty as a director except for liability (i) for any breach of the director’s duty of loyalty to the

Corporation or its stockholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a

knowing violation of the law; (iii) under Section 164 of the Delaware General Corporation Law, or (iv) for any transaction

for which the director derived an improper personal benefit.

Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling

persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the

Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore,

unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of

expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or

proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant

will, unless in the opinion of its counsel, the matter has been settled by controlling precedent, submit to a court of appropriate

jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by

the final adjudication of such issue.

Item 34.

Principal Underwriters

(a)

Park Avenue Securities LLC (“PAS”) is the principal underwriter for the Contract.

In addition, PAS is the distributor of variable annuity and variable life insurance contracts currently offered by GIAC through its

separate accounts, The Guardian/Value Line Separate Account, The Guardian Separate Account A, The Guardian Separate Account B,

The Guardian Separate Account C, The Guardian Separate Account E, The Guardian Separate Account F, The Guardian Separate

Account K, The Guardian Separate Account M, The Guardian Separate Account N, The Guardian Separate Account Q, The Guardian

Separate Account R, Separate Account 1 and Separate Account 2 which are all registered as unit investment trusts under the 1940 Act.

(b)

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

PARK AVENUE SECURITIES LLC

MANAGER & OFFICER ROSTER

(c)

PAS, as the principal underwriter of the Contract, received, either directly or indirectly, the following commissions or other

compensation from GIAC during the fiscal year ended December 31, 2025.

Item 35.

Location of Accounts and Records

Most of the Registrant’s accounts, books and other documents required to be maintained by Section 31(a) of the 1940 Act and the rules

promulgated thereunder are maintained by GIAC, the depositor, at 6255 Sterner’s Way, Bethlehem, Pennsylvania 18017. Documents

constituting the Registrant’s corporate records are also maintained by GIAC but are located at its Executive Office, 10 Hudson Yards,

New York, New York 10001.

Item 36.

Management Services

None

Item 37.

Fee Representation

The Depositor, GIAC, hereby undertakes and represents that the fees and charges deducted under the policy, in the aggregate, are

reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed by GIAC.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant, The Guardian

Separate Account N has duly caused this Post-Effective Amendment No. 10 to the Registration Statement to be signed on its behalf by

the undersigned, thereunto duly authorized, in New York, New York.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons

in the capacities and on the dates indicated.

The Guardian Separate Account N

Exhibit Index