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Item 9A. Controls and Procedures

2025-02-26 compared with 2024-02-28 · 147 added, 120 removed, 138 unchanged (66% of the section changed)

3 unchanged sentences

During the period covered by this Report, we, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act).

We describe in Item 9A.

Controls and Procedures in the Company's Annual Report on Form 10-K for the year ended December 31, 2022 , the background of an identified material weakness relating to ineffective risk assessment of a process

level control used to determine our nonperformance risk adjustment in developing the discount rate used to estimate the fair

value of some of the guarantee features of our variable annuity products.

Due to this material weakness in our disclosure controls and procedures and internal control over financial reporting, our Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were not effective as of December 31, 2022.

As a result of the material weakness, our management identified the need for additional evidence supporting the review and challenge of inputs and results as well as enhancements to the governance process in developing the discount rate used to estimate the fair value of some of our guarantee features.

Our management has implemented new controls and enhanced certain existing controls to remediate the material weakness.

Management has evaluated the effectiveness of these new and enhanced controls and has concluded that these controls are operating effectively such that the material weakness is fully remediated as of December 31, 2023.

Management’s Report on Internal Control Over Financial Reporting

9 unchanged sentences

Accounting Firm” included in Item 8, Financial Statements and Supplementary Data.

Part II Item 9A.

Controls and Procedures

Changes in Internal Control Over Financial Reporting

As described above, the Company took steps to remediate the prior material weakness in its internal control over financial reporting.

Other than the changes to remediate the prior identified material weakness, there was no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the quarter ended December 31, 2023 , that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the quarter ended December 31, 2024 , that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Part II Item 9B.

Other Information

Insider Trading Arrangements

During the three months ended December 31, 2024, the following Rule 10b5-1trading arrangements (as defined in Item 408 of Regulation S-K) were adopted or terminated by directors and officers of Jackson Financial.

Any such contract, instruction or written plan for the purchase or sale of Jackson Financial’s securities is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) as defined under the securities laws.

NAME AND TITLE OF DIRECTOR OR OFFICER DATE OF ADOPTION OF TRADING ARRANGEMENT (1)

DURATION OF TRADING ARRANGEMENT (1)

# OF AGGREGATE SHARES TO BE SOLD PURSUANT TO THE TRADING ARRANGEMENT

Smith , Executive Vice President of Jackson National Life Insurance Company, and President, Chief Executive Officer and Chief Investment Officer of PPM America, Inc.

November 8, 2024 February 24, 2025 – April 7, 2025 32,154 shares of common stock

Smith’s Rule 10b5-1 trading plan (the “Plan”) is scheduled to expire upon the earlier of April 14, 2025, or the sale of all shares subject to the Plan.

Under the Plan, the first order to be executed is February 24, 2025, and the last order to be executed is April 7, 2025.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

1 unchanged sentence

Directors, Executive Officers and Corporate Governance

All information required by Items 10, 11, 12 (including equity compensation plan information), 13 and 14 of this Form 10-K is incorporated by reference from the definitive proxy statement for the Company's 2024 Annual Meeting of Shareholders, which will be filed with the SEC not later than 120 days after the close of the fiscal year pursuant to Regulation 14A;

Unless stated otherwise below, all information required by Items 10, 11, 12 (including equity compensation plan information), 13 and 14 of this Form 10-K is incorporated by reference from the definitive proxy statement for the Company's 2025 Annual Meeting of Shareholders, which will be filed with the SEC not later than 120 days after the close of the fiscal year pursuant to Regulation 14A;

provided that the information contained in the definitive proxy statement under the headings “Compensation Discussion and Analysis – Report of the Compensation Committee” and “Pay vs.

2 unchanged sentences

Business of this Form 10-K.

JFI Insider Trading Policy

On July 23, 2021, the Company adopted an insider trading policy governing the purchase, sale, and/or other disposition of the Company’s securities by its directors, officers and employees and that is reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable NYSE listing standards.

The current version of the Company’s Insider Trading Policy is attached as an exhibit to this Form 10-K.

Executive Compensation

4 unchanged sentences

See Item 10 above.

Part III Item 14.

Principal Accountant Fees and Services

See Item 10 above.

Part IV Item 15.

Exhibits, Financial Statement Schedules

The following documents are filed as exhibits hereto:

Number Description

2.1 Demerger Agreement, between Prudential plc and Jackson Financial Inc., dated as of August 6, 2021, incorporated by reference to Exhibit 2.1 of Jackson Financial Inc.’s Current Report on Form 8-K, dated August 6, 2021.

3.1 Third Amended and Restated Certificate of Incorporation of Jackson Financial Inc., dated as of June 9, 2022, incorporated by reference to Exhibit 3.1 of Jackson Financial Inc.’s Current Report on Form 8-K, dated June 10, 2022.

3.2 Certificate of Designations with respect to the Series A Preferred Stock of the Company, dated March 10, 2023, incorporated by reference to Exhibit 3.1 of Jackson Financial Inc.’s Current Report on Form 8-K, dated March 10, 2023.

3.3 Amended and Restated By-Laws of Jackson Financial Inc., dated as of December 8, 2022, incorporated by reference to Exhibit 3.3 of Jackson Financial Inc.’s Current Report on Form 8-K, dated December 12, 2022.

3.1 Fourth Amended and Restated Certificate of Incorporation of Jackson Financial Inc., effective as of May 23, 2024, incorporated by reference to Exhibit 3.3 to Jackson Financial Inc.’s Current Report on Form 8-K, filed May 29, 2024.

3.2 Amended and Restated By-Laws of Jackson Financial Inc., effective as of December 8, 2022, incorporated by reference to Exhibit 3.3 of Jackson Financial Inc.’s Current Report on Form 8-K, filed December 12, 2022.

3.3 Certificate of Designations with respect to the Series A Preferred Stock of the Company, dated March 10, 2023, incorporated by reference to Exhibit 3.1 of Jackson Financial Inc.’s Current Report on Form 8-K, filed March 13, 2023.

4.1 Form of Class A Common Stock Certificate, incorporated by reference to Exhibit 4.1 of Jackson Financial Inc.’s Amendment No.

1 to General Form for Registration of Securities on Form 10, dated April 16, 2021.

4.2 Indenture, dated as of November 23, 2021, between Jackson Financial Inc.

and The Bank of New York Mellon Trust Company, N.A., as Trustee, incorporated by reference to Exhibit 4.1 of Jackson Financial Inc.’s Current Report on Form 8-K, dated November 23, 2021.

4.3 Second Supplemental Indenture, dated as of November 23, 2021, between Jackson Financial Inc.

and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to the 3.125% Senior Notes due 2031, incorporated by reference to Exhibit 4.3 of Jackson Financial Inc.’s Current Report on Form 8-K, dated November 23, 2021.

4.4 Third Supplemental Indenture, dated as of November 23, 2021, between Jackson Financial Inc.

and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to the 4.000% Senior Notes due 2051, incorporated by reference to Exhibit 4.4 of Jackson Financial Inc.’s Current Report on Form 8-K, dated November 23, 2021.

4.5 Fourth Supplemental Indenture, dated as of June 8, 2022, between Jackson Financial Inc.

and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to the 5.170% Senior Notes due 2027, incorporated by reference to Exhibit 4.2 of Jackson Financial Inc.’s Current Report on Form 8-K, dated June 8, 2022.

4.6 Fifth Supplemental Indenture, dated as of June 8, 2022, between Jackson Financial Inc.

and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to the 5.670% Senior Notes due 2032, incorporated by reference to Exhibit 4.3 of Jackson Financial Inc.’s Current Report on Form 8-K, dated June 8, 2022.

1 to General Form for Registration of Securities on Form 10, fi led April 16, 2021.

4.2* Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended.

4.8 Deposit Agreement, dated as of March 13, 2023, among the Company, Equiniti Trust Company, as a depositary, and the holders from time to time of the depositary receipts described therein, incorporated by reference to Exhibit 4.1 of Jackson Financial Inc.’s Current Report on Form 8-K, dated March 10, 2023.

4.3 Indenture, dated as of November 23, 2021, between Jackson Financial Inc.

and The Bank of New York Mellon Trust Company, N.A., as Trustee, incorporated by reference to Exhibit 4.1 of Jackson Financial Inc.’s Current Report on Form 8-K, fil ed November 23, 2021.

4.3a Second Supplemental Indenture, dated as of November 23, 2021, between Jackson Financial Inc.

4.3b Third Supplemental Indenture, dated as of November 23, 2021, between Jackson Financial Inc.

4.3c Fourth Supplemental Indenture, dated as of June 8, 2022, between Jackson Financial Inc.

4.3d Fifth Supplemental Indenture, dated as of June 8, 2022, between Jackson Financial Inc.

4.4 Deposit Agreement, dated as of March 13, 2023, among Jackson Financial Inc., Equiniti Trust Company, as a depositary, and the holders from time to time of the depositary receipts described therein, incorporated by reference to Exhibit 4.1 of Jackson Financial Inc.’s Current Report on Form 8-K, filed March 13, 2023.

Part IV Item 15.

Exhibits, Financial Statement Schedules

4.9 Form of Depository Receipt between Jackson Financial Inc.

and Equiniti Trust Company dated as of March 13, 2023, incorporated by reference to Exhibit 4.2 of Jackson Financial Inc.’s Current Report on Form 8-K, dated March 10, 2023.

10.1 Revolving Credit Agreement, dated as of February 24, 2023, among Jackson Financial Inc., the Subsidiary Account Parties, as additional obligors, the Banks party thereto and Bank of America, N.A., as Administrative Agent, incorporated by reference to Exhibit 10.8 of Jackson Financial Inc.’s Annual Report on Form 10-K for the year ended December 31, 2022, dated March 1, 2023.

10.2 Uncommitted Money Market Line of Credit Agreement, dated as of April 6, 2023 by and among Jackson Financial Inc., Jackson National Life Insurance Company and SOCIÉTÉ GÉNÉRALE, incorporated by reference to Exhibit 10.5 of Jackson Financial Inc.’s Quarterly Report on Form 10-Q, for the quarter ended March 31, 2023, dated May 9, 2023.

10.3 Coinsurance Agreement, dated as of June 18, 2020, by and between Jackson National Life Insurance Company and Athene Life Re Ltd., incorporated by reference to Exhibit 10.2 of Jackson Financial Inc.’s General Form for Registration of Securities on Form 10, dated March 22, 2021.

10.4 Amendment No.

1 to Coinsurance Agreement, dated as of September 30, 2020, by and between Jackson National Life Insurance Company and Athene Life Re Ltd., incorporated by reference to Exhibit 10.2.1 of Jackson Financial Inc.’s General Form for Registration of Securities on Form 10, dated March 22, 2021.

4.4a Form of Depositary Receipt between Jackson Financial Inc.

and Equiniti Trust Company, dated as of March 13, 2023, incorporated by reference to Exhibit 4.2 of Jackson Financial Inc.’s Current Report on Form 8-K, filed March 13, 2023.

10.3a Amendment No.

10.4 Investment Agreement, dated as of June 18, 2020, by and between Athene Life Re Ltd.

and Brooke (Holdco1) Inc., incorporated by reference to Exhibit 10.3 of Jackson Financial Inc.’s General Form for Registration of Securities on Form 10, dated March 22, 2021.

and Brooke (Holdco1) Inc., incorporated by reference to Exhibit 10.3 of Jackson Financial Inc.’s General Form for Registration of Securities on Form 10, fil ed March 22, 2021.

10.5† Jackson Financial Inc.

1 unchanged sentence

of Jackson Financial Inc.’s Amendment No.

1 to its General Form for Registration of Securities on Form 10, dated April 16, 2021.

1 to its General Form for Registration of Securities on Form 10, fil ed April 16, 2021.

10.6 Form of Director Indemnification Agreement, incorporated by reference to Exhibit 10.7 of Jackson Financial Inc.’s Amendment No.

1 to its General Form for Registration of Securities on Form 10, dated April 16, 2021.

10.8† Offer Letter Agreement, dated as of January 8, 2020, by and between Chad Myers and Jackson National Life Insurance Company, incorporated by reference to Exhibit 10.16 of Jackson Financial Inc.’s General Form for Registration of Securities on Form 10, dated March 22, 2021.

10.9† Offer Letter Agreement, dated as of October 19, 2020, by and between Craig D.

Smith and PPM America, Inc., incorporated by reference to Exhibit 10.21 of Jackson National Life Insurance Company’s Pre-Effective Amendment No.

1 to its Registration Statement under the Securities Act of 1933 on Form S-1, dated April 17, 2023.

10.10† Letter Agreement, executed December 29, 2022, by and between P.

Chadwick Myers and Jackson National Life Insurance Company, incorporated by reference to Exhibit 10.12 of Jackson Financial Inc.’s Form 10-K, for the year ended December 31, 2022, dated March 1, 2023.

10.11† Offer Letter Agreement, dated as of February 10, 2021, by and between Laura L.

Prieskorn, incorporated by reference to Exhibit 10.19 of Jackson National Life Insurance Company’s Post-Effective Amendment No.

1 to its Registration Statement under the Securities Act of 1933 on Form S-1, dated April 22, 2022.

1 to its General Form for Registration of Securities on Form 10, fil ed April 16, 2021.

10.7† Offer Letter Agreement, dated and signed May 23, 2024, by and between Craig Anderson and Jackson National Life Insurance Company, incorporated by reference to Exhibit 10.3 of Jackson Financial Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, filed August 7, 2024.

10.8† Offer Letter Agreement, dated May 23, 2024 and signed May 24, 2024, by and between Don Cummings and Jackson National Life Insurance Company, incorporated by reference to Exhibit 10.4 of Jackson Financial Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, filed August 7, 2024.

10.9† Offer Letter Agreement, dated May 23, 2024 and signed May 28, 2024, by and between Marcia Wadsten and Jackson National Life Insurance Company, incorporated by reference to Exhibit 10.5 of Jackson Financial Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, filed August 7, 2024.

10.10† Offer Letter, dated as of December 13, 2021, by and between Scott E.

Romine, incorporated by reference to Exhibit 10.20 of Jackson National Life Insurance Company’s Post-Effective Amendment No.

1 to its Registration Statement under the Securities Act of 1933 on Form S-1, dated April 22, 2022.

1 to its Registration Statement under the Securities Act of 1933 on Form S-1, filed April 22, 2022.

10.11† Offer Letter, dated July 29, 2021, by and between Carrie Chelko and Jackson National Life Insurance Company, incorporated herein by reference to Exhibit 10.14 to Jackson National Life Insurance Company's Post Effective Amendment No.

3 to Form S-1 Registration Statement, filed April 9, 202 4 .

10.12† Offer Letter Agreement, dated as of February 10, 2021, by and between Laura L.

Prieskorn, incorporated by reference to Exhibit 10.19 of Jackson National Life Insurance Company’s Post-Effective Amendment No.

1 to its Registration Statement under the Securities Act of 1933 on Form S-1, filed April 22, 2022.

10.13† Offer Letter Agreement, dated as of February 10, 2021, by and between Marcia L.

Wadsten, incorporated by reference to Exhibit 10.21 of Jackson National Life Insurance Company’s Post-Effective Amendment No.

1 to its Registration Statement under the Securities Act of 1933 on Form S-1, dated April 22, 2022.

1 to its Registration Statement under the Securities Act of 1933 on Form S-1, filed April 22, 2022.

Part IV Item 15.

Exhibits, Financial Statement Schedules

10.14† Offer Letter Agreement, dated as of October 19, 2020, by and between Craig D.

Smith and PPM America, Inc., incorporated by reference to Exhibit 10.21 of Jackson National Life Insurance Company’s Pre-Effective Amendment No.

1 to its Registration Statement under the Securities Act of 1933 on Form S-1, filed April 17, 2023.

10.15† Form of 2024 Notice of Award of Restricted Share Units and 2024 Director Restricted Share Unit Agreement (annual equity retainer) between Jackson Financial Inc.

5 unchanged sentences

Noles, and Esta E.

Stecher, incorporated by reference to Exhibit 10.1 of Jackson Financial Inc.’s Quarterly Report on Form 10-Q, for the quarter ended June 30, 2023, dated August 8, 2023.

Stecher, incorporated by reference to Exhibit 10.1 of Jackson Financial Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, filed August 7, 2024.

10.16† Form of 2024 Notice of Award of Restricted Share Units and 2024 Director Restricted Share Units Agreement (annual equity in lieu of cash retainer) between Jackson Financial Inc.

and each of Lily Fu Claffee, Derek G.

Kirkland, Martin J.

Lippert, Russell G.

Noles, and Esta E.

Stecher, incorporated by reference to Exhibit 10.2 of Jackson Financial Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, filed August 7, 2024.

10.17† Form of 2023 Notice of Award of Restricted Share Units and 2023 Director Restricted Share Unit Agreement (annual equity retainer) between Jackson Financial Inc.

and each of Lily Fu Claffee, Gregory T.

Durant, Steven A.

Kandarian, Derek G.

Kirkland, Drew Lawton, Martin J.

Lippert, Russell G.

Noles, and Esta E.

Stecher, incorporated by reference to Exhibit 10.1 of Jackson Financial Inc.’s Quarterly Report on Form 10-Q, for the quarter ended June 30, 2023, fil ed August 8, 2023.

10.18† Form of 2023 Notice of Award of Restricted Share Units and 2023 Director Restricted Share Unit Agreement (annual equity in lieu of cash retainer) between Jackson Financial Inc.

1 unchanged sentence

Lippert and Esta E.

Stecher, incorporated by reference to Exhibit 10.2 of Jackson Financial Inc.’s Quarterly Report on Form 10-Q, for the quarter ended June 30, 2023, dated August 8, 2023.

Stecher, incorporated by reference to Exhibit 10.2 of Jackson Financial Inc.’s Quarterly Report on Form 10-Q, for the quarter ended June 30, 2023, fil ed August 8, 2023.

10.19† Form of Notice of Award of Restricted Shares and 2022 Director Restricted Shares Award Agreement (annual equity retainer), between Jackson Financial Inc.

Kirkland, incorporated by reference to Exhibit 10.1 of Jackson Financial Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, dated August 10, 2022.

Kirkland, incorporated by reference to Exhibit 10.1 of Jackson Financial Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, fil ed August 10, 2022.

10.20† Form of Notice of Award of Restricted Shares and 2022 Director Restricted Shares Award Agreement (equity in lieu of cash retainer), between Jackson Financial Inc.

Kirkland, incorporated by reference to Exhibit 10.2 of Jackson Financial Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, dated August 10, 2022.

Kirkland, incorporated by reference to Exhibit 10.2 of Jackson Financial Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, fil ed August 10, 2022.

10.21† Form of Notice of Award of Restricted Share Units and 2022 Director Restricted Share Unit Agreement (annual equity retainer), between Jackson Financial Inc.

4 unchanged sentences

Noles, and Esta E.

Stecher, incorporated by reference to Exhibit 10.3 of Jackson Financial Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, dated August 10, 2022.

Stecher, incorporated by reference to Exhibit 10.3 of Jackson Financial Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, fil ed August 10, 2022.

10.22† Form of Notice of Award of Restricted Share Units and 2022 Director Restricted Share Unit Agreement (equity in lieu of cash retainer), between Jackson Financial Inc.

1 unchanged sentence

Lippert, and Esta E.

Stecher, incorporated by reference to Exhibit 10.4 of Jackson Financial Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, dated August 10, 2022.

10.20† Form of Notice of Award of Performance Units and the 2021 Performance Unit Award Agreement, between Jackson Financial Inc.

Romine, incorporated herein by reference to Exhibit 10.25 to Jackson Financial Inc.’s Annual Report on Form 10-K for the year ended December 31, 2021, dated March 7, 2022.

10.21† Form of Notice of Award of Restricted Share Units and the 2021 Restricted Share Unit Award Agreement, between Jackson Financial Inc.

Romine, incorporated herein by reference to Exhibit 10.26 of Jackson Financial Inc.’s Annual Report on Form 10-K for the year ended December 31, 2021, dated March 7, 2022.

10.22† Form of Notice of Award of Restricted Share Units and 2023 Restricted Share Unit Award Agreement, between Jackson Financial Inc.

and each of Laura L.

Prieskorn, Scott E.

Romine, Craig D.

Smith and Marcia L.

Wadsten, incorporated by reference to Exhibit 10.14 of Jackson National Life Insurance Company’s Pre-Effective Amendment No.

1 to its Registration Statement under the Securities Act of 1933 on Form S-1, dated April 17, 2023.

10.23† Form of Notice of Award of Performance Share Units and 2023 Performance Share Unit Award Agreement, between Jackson Financial Inc.

and each of Laura L.

Prieskorn, Scott E.

Romine, Craig D.

Smith and Marcia L.

Wadsten, incorporated by reference to Exhibit 10.15 of Jackson National Life Insurance Company’s Pre-Effective Amendment No.

1 to its Registration Statement under the Securities Act of 1933 on Form S-1, dated April 17, 2023.

Part IV Item 15.

Exhibits, Financial Statement Schedules

10.24† Form of Notice of Award of Restricted Share Units and the 2022 Restricted Share Unit Award Agreement (including Notice that Restricted Share Units are share settled), between Jackson Financial Inc.

and each of P.

Chad Myers, Laura L.

Prieskorn, Scott E.

Romine, Craig D.

Smith and Marcia L.

Wadsten, incorporated by reference to Exhibit 10.11 of Jackson Financial Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, dated May 11, 2022.

10.25† Form of Notice of Award of Performance Units and the 2022 Amended and Restated Performance Unit Award Agreement (including Notice that Performance Units are share settled), between Jackson Financial Inc.

and each of P.

Chad Myers, Laura L.

Prieskorn, Scott E.

Romine, Craig D.

Smith and Marcia L.

Wadsten, incorporated by reference to Exhibit 10.13 of Jackson Financial Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, dated May 11, 2022.

10.26† Jackson Financial Inc.

Severance Plan, dated as of November 7, 2022, incorporated by reference to Exhibit 10.1 of Jackson Financial Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, dated November 10, 2022.

10.27† Form of Notice of Award of Performance Units and the 2021 Performance Unit Award Agreement (including Notice that Performance Units are share settled), between Jackson Financial Inc.

and each of P.

Chad Myers, Laura L.

Prieskorn, Craig D.

Smith, and Marcia L.

Wadsten, incorporated by reference to Exhibit 10.25 of Jackson Financial Inc.’s Annual Report on Form 10-K for the year ended December 31, 2021, dated March 7, 2022.

10.28† Form of Notice of Award of Restricted Share Units and the 2021 Restricted Share Unit Award Agreement, between Jackson Financial Inc.

and each of P.

Chad Myers, Laura L.

Prieskorn, Craig D.

Smith, and Marcia L.

Wadsten, incorporated by reference to Exhibit 10.26 of Jackson Financial Inc.’s Annual Report on Form 10-K for the year ended December 31, 2021, dated March 7, 2022.

Stecher, incorporated by reference to Exhibit 10.4 of Jackson Financial Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, fil ed August 10, 2022.

10.23† Form of the 2021 Director Restricted Share Unit Agreement and notice of grant (annual equity in lieu of cash retainer), between Jackson Financial Inc.

1 unchanged sentence

Lippert and Esta E.

Stecher, incorporated by reference to Exhibit 10.29 of Jackson Financial Inc.’s Annual Report on Form 10-K for the year ended December 31, 2021, dated March 7, 2022.

Stecher, incorporated by reference to Exhibit 10.29 of Jackson Financial Inc.’s Annual Report on Form 10-K for the year ended December 31, 2021, filed March 7, 2022.

10.24† Form of the 2021 Director Restricted Share Unit Agreement and Notice of grant (annual equity retainer), between Jackson Financial Inc.

6 unchanged sentences

Noles, and Esta E.

Stecher, incorporated by reference to Exhibit 10.30 of Jackson Financial Inc.’s Annual Report on Form 10-K for the year ended December 31, 2021, dated March 7, 2022.

Stecher, incorporated by reference to Exhibit 10.30 of Jackson Financial Inc.’s Annual Report on Form 10-K for the year ended December 31, 2021, filed March 7, 2022.

Part IV Item 15.

Exhibits, Financial Statement Schedules

10.25† Form of the 2021 Director Restricted Shares Award Agreement and Notice of grant (annual equity retainer October 1, 2021-May 31, 2022), between Jackson Financial Inc.

1 unchanged sentence

Kirkland and Russell G.

Noles, incorporated by reference to Exhibit 10.31 of Jackson Financial Inc.’s Annual Report on Form 10-K for the year ended December 31, 2021, dated March 7, 2022.

Noles, incorporated by reference to Exhibit 10.31 of Jackson Financial Inc.’s Annual Report on Form 10-K for the year ended December 31, 2021, filed March 7, 2022.

10.26† Form of the 2021 Converted Cash Retainer Director Restricted Shares Award Agreement and Notice of grant (annual equity in lieu of cash retainer October 1, 2021-May 31, 2022), between Jackson Financial Inc.

1 unchanged sentence

Noles and Derek G.

Kirkland, incorporated by reference to Exhibit 10.32 of Jackson Financial Inc.’s Annual Report on Form 10-K for the year ended December 31, 2021, dated March 7, 2022.

Kirkland, incorporated by reference to Exhibit 10.32 of Jackson Financial Inc.’s Annual Report on Form 10-K for the year ended December 31, 2021, filed March 7, 2022.

10.27† Form of the 2021 Director Restricted Shares Award Agreement - Founders' Award, between Jackson Financial Inc.

1 unchanged sentence

Kirkland and Russell G.

Noles, incorporated by reference to Exhibit 10.33 of Jackson Financial Inc.’s Annual Report on Form 10-K for the year ended December 31, 2021, dated March 7, 2022.

Noles, incorporated by reference to Exhibit 10.33 of Jackson Financial Inc.’s Annual Report on Form 10-K for the year ended December 31, 2021, filed March 7, 2022.

10.28† Form of the 2021 Director Restricted Share Unit Agreement - Founders' Award, between Jackson Financial Inc.

3 unchanged sentences

Lippert, and Esta E.

Stecher, incorporated by reference to Exhibit 10.34 of Jackson Financial Inc.’s Annual Report on Form 10-K for the year ended December 31, 2021, dated March 7, 2022.

Stecher, incorporated by reference to Exhibit 10.34 of Jackson Financial Inc.’s Annual Report on Form 10-K for the year ended December 31, 2021, filed March 7, 2022.

10.29† 2021 Director Restricted Share Unit Agreement - Founders' Award, dated as of December 24, 2021, between Jackson Financial Inc.

and Steven A Kandarian, incorporated by reference to Exhibit 10.40 of Jackson Financial Inc.’s Annual Report on Form 10-K for the year ended December 31, 2021, filed March 7, 2022.

10.30† Form of 2024 Notice of Award of Restricted Share Units and 2024 Restricted Share Unit Agreement (Mid-Cycle) between Jackson Financial Inc.

and each of Craig Anderson and Don Cummings, incorporated by reference to Exhibit 10.1 of Jackson Financial Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, filed November 6, 2024.

10.31† Form of 2024 Notice of Award of Performance Share Units and 2024 Performance Share Unit Agreement (Mid-Cycle) between Jackson Financial Inc.

and each of Craig Anderson and Don Cummings, incorporated by reference to Exhibit 10.2 of Jackson Financial Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, filed November 6, 2024.

10.32† Form of Notice of Award of Restricted Share Units and 2024 Restricted Share Unit Award Agreement between Jackson Financial Inc.

and each of Carrie L.

Chelko, Laura L.

Prieskorn, Scott E.

Romine, Craig D.

Smith and Marcia L.

Wadsten, incorporated by reference to Exhibit 10.1 of Jackson Financial Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, filed May 8, 2024.

10.33† Form of Notice of Award of Performance Units and 2024 Performance Unit Award Agreement between Jackson Financial Inc.

and each of Carrie L.

Chelko, Laura L.

Prieskorn, Scott E.

Romine, Craig D.

Smith and Marcia L.

Wadsten, incorporated by reference to Exhibit 10.2 of Jackson Financial Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, filed May 8, 2024.

10.34† Notice of Award of Restricted Share Units Retention Award and 2024 Restricted Share Unit Award Agreement Retention Award between Jackson Financial Inc.

Cummings, incorporated by reference to Exhibit 10.3 of Jackson Financial Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, filed May 8, 2024.

10.35† Form of Notice of Award of Restricted Share Units and 2023 Restricted Share Unit Award Agreement, between Jackson Financial Inc.

and each of Laura L.

Prieskorn, Scott E.

Romine, Craig D.

Smith and Marcia L.

Wadsten, incorporated by reference to Exhibit 10.14 of Jackson National Life Insurance Company’s Pre-Effective Amendment No.

1 to its Registration Statement under the Securities Act of 1933 on Form S-1, filed April 17, 2023.

10.36† Form of Notice of Award of Performance Share Units and 2023 Performance Share Unit Award Agreement, between Jackson Financial Inc.

and each of Laura L.

Prieskorn, Scott E.

Romine, Craig D.

Smith and Marcia L.

Wadsten, incorporated by reference to Exhibit 10.15 of Jackson National Life Insurance Company’s Pre-Effective Amendment No.

1 to its Registration Statement under the Securities Act of 1933 on Form S-1, filed April 17, 2023.

Part IV Item 15.

Exhibits, Financial Statement Schedules

10.35† 2021 Director Restricted Share Unit Agreement - Founders' Award, dated as of December 24, 2021, between Jackson Financial Inc.

and Steven A Kandarian, incorporated by reference to Exhibit 10.40 of Jackson Financial Inc.’s Annual Report on Form 10-K for the year ended December 31, 2021, dated March 7, 2022.

List of subsidiaries of Jackson Financial Inc.

10.37† Form of Notice of Award of Restricted Share Units and the 2022 Restricted Share Unit Award Agreement (including Notice that Restricted Share Units are share settled), between Jackson Financial Inc.

and each of P.

Chad Myers, Laura L.

Prieskorn, Scott E.

Romine, Craig D.

Smith and Marcia L.

Wadsten, incorporated by reference to Exhibit 10.11 of Jackson Financial Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, filed May 11, 2022.

10.38† Form of Notice of Award of Performance Units and the 2022 Amended and Restated Performance Unit Award Agreement (including Notice that Performance Units are share settled), between Jackson Financial Inc.

and each of P.

Chad Myers, Laura L.

Prieskorn, Scott E.

Romine, Craig D.

Smith and Marcia L.

Wadsten, incorporated by reference to Exhibit 10.13 of Jackson Financial Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, filed May 11, 2022.

10.39*† Form of Amendment to All Outstanding Performance Share Unit Award Agreements and All Outstanding Restricted Share Award Agreements (relating to agreements provided between January 1, 2022 through December 31, 2024) (regarding share delivery process upon death).

10.40† Jackson Financial Inc.

19.1* Jackson Financial Inc.

Insider Trading Policy (February 11, 2025).

List of S ubsidiaries of Jackson Financial Inc.

23.1* Consent of KPMG LLP, dated February 26 , 202 5 .

6 unchanged sentences

97.1* Jackson Financial Inc.

Compensation Clawback Policy

Compensation Clawback Policy (September 2024).

101.INS* Inline XBRL Instance Document – The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document

13 unchanged sentences

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Laura L.

Prieskorn and Marcia Wadsten, and each of them severally, his or her true and lawful attorney-in-fact, with full power of substitution and resubstitution, to sign in his or her name, place and stead, in any and all capacities, to do any and all things and execute any and all instruments that such attorney may deem necessary or advisable under the Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the U.S.

Prieskorn and Don W.

Cummings, and each of them severally, his or her true and lawful attorney-in-fact, with full power of substitution and re-substitution, to sign in his or her name, place and stead, in any and all capacities, to do any and all things and execute any and all instruments that such attorney may deem necessary or advisable under the Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the U.S.

Securities and Exchange Commission in connection with this Annual Report on Form 10-K and any and all amendments hereto, as fully for all intents and purposes as he or she might or could do in person, and hereby ratifies and confirms all said attorneys-in-fact and agents, each acting alone, and his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

4 unchanged sentences

Prieskorn President and Chief Executive Officer;

/s/ Marcia Wadsten Executive Vice President and Chief Financial Officer (Principal Financial Officer)

Marcia Wadsten

Cummings Senior Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer)

Cummings Executive Vice President and Chief Financial Officer (Principal Financial Officer)

Anderson Senior Vice President, Controller (Principal Accounting Officer)

/s/ Gregory T.

10 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures