What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2026-02-24 compared with 2025-02-26 · 210 added, 216 removed, 480 unchanged (47% of the section changed)

Jackson Financial Inc.

(“Jackson Financial” or “JFI”) is a financial services company focused on helping Americans grow and protect their retirement savings and income to enable them to pursue financial freedom for life in the United States (“U.S.”).

(“Jackson Financial” or “JFI”) is a financial services company focused on helping Americans in the United States (“U.S.”) secure their financial futures.

We believe we are well-positioned in our markets because of our differentiated products and our well-known brand among distributors and advisors.

2 unchanged sentences

population transitions into retirement.

We refer to Jackson Financial and its subsidiaries collectively as the “Company,” “we,” “our” or “us.”

Jackson Financial, a Delaware corporation, was previously a majority-owned subsidiary of Prudential plc (“Prudential”), London, England, and was the holding company for Prudential’s U.S.

The Company's demerger from Prudential was completed on September 13, 2021.

Financial Statements and Supplementary Data, Note 1.

Business and Basis of Presentation for further discussion.

Our principal operating subsidiary, Jackson National Life Insurance Company ("Jackson National Life" or "Jackson"), was founded in Jackson, Michigan in 1961.

We are headquartered in Lansing, Michigan and also maintain offices in Franklin, Tennessee and Chicago, Illinois.

Our insurance company subsidiaries are licensed to distribute insurance products in all 50 U.S.

states and the District of Columbia.

We refer to Jackson Financial and its subsidiaries and affiliates collectively, as the “Company,” “we,” “our,” or “us.”

We offer a diverse suite of annuities to retail investors in the U.S.

Our variable annuities have been among the best-selling products of their kind in the U.S.

principally due to the differentiated features we offer as compared to our competitors, in particular the wider range of investment options and greater freedom to invest across multiple investment options.

We also offer registered index-linked annuity ("RILA"), fixed index, fixed, and payout annuities.

principally due to the differentiated features we offer as compared to our competitors and, in particular the wider range of investment options and greater freedom to invest across multiple investment options.

We also offer registered index-linked, fixed index, fixed, and payout annuities.

We sell our annuity products through an industry-leading distribution network that includes independent broker-dealers, wirehouses, regional broker-dealers, banks, independent registered investment advisors, third-party platforms, and insurance agents.

We were the eighth largest retail annuity company in the U.S.

for the nine months ended September 30, 2024, and the ninth largest for the year ended December 31, 2023, as measured by sales, according to the latest available report from Life Insurance Marketing and Research Association ("LIMRA") , a worldwide insurance and related financial services trade association.

We were the seventh largest retail annuity company in the U.S.

for the nine months ended September 30, 2025, and the eighth largest for the year ended December 31, 2024, as measured by sales, according to the latest available report from Life Insurance Marketing and Research Association ("LIMRA") , a worldwide insurance and related financial services trade association.

Our total retail annuity sales for the years ended December 31, 2025 and 2024 were $19.7 billion and $17.8 billion, respectively.

8 unchanged sentences

These core strengths enable us to produce an attractive financial profile, reflected by our record of generating profitable growth and earning attractive returns.

In addition, we have shown a commitment to long-term capital return to common shareholders through our share repurchase program and common shareholder dividends.

In addition, we have shown a commitment to long-term capital return to common shareholders through our share repurchase program and dividends.

The table below presents selected financial and operating measures:

1 unchanged sentence

(in millions, except percentages)

Operating Metrics:

Total Sales $ 23,211 $ 19,849

Assets Under Management ("AUM") 351,059 324,718

Income Metrics:

Net income (loss) attributable to Jackson Financial Inc.

1 unchanged sentence

Adjusted Operating Earnings (1)

Capital Returned to Common Shareholders 631 464

Return on Equity ("ROE") Attributable to Common Shareholders (0.2) % 9.4 %

1 unchanged sentence

14.7 % 12.9 %

Capital Metrics:

Amount of common shares repurchased under share repurchase program 634 415

Dividends on common shares 228 216

Jackson Financial, Inc.

Net cash provided by operating activities (Parent Company Only) 12 51

Free cash flow (1)

Jackson statutory risk-based capital ratio (2)

3 unchanged sentences

(2) Based on a Company Action Level basis.

Jackson Financial, a Delaware corporation, became an independent public company on September 13, 2021.

Our principal operating subsidiary, Jackson National Life Insurance Company ("Jackson National Life" or "Jackson"), was founded in Jackson, Michigan in 1961.

We are headquartered in Lansing, Michigan and also maintain offices in Franklin, Tennessee and Chicago, Illinois.

Our insurance company subsidiaries are licensed to distribute insurance products in all 50 U.S.

states and the District of Columbia.

How We Generate Revenues and Profitability

2 unchanged sentences

Management's Discussion and Analysis of Financial Condition and Results of Operations — Executive Summary for more information on the sources of our revenues and expenses, and the impact of our hedging program upon our reported net income.

Part I | Item 1.

Business | Our Product Offerings by Segment

Our Product Offerings by Segment

We manage our business through three reportable segments:

Retail Annuities, Institutional Products, and Closed Life and Annuity Blocks.

Retail Annuities Institutional Products Closed Life and Annuity Blocks

• Variable annuities

• Registered index-linked annuities

• Fixed and fixed index annuities

• Payout annuities

• Our lifetime income solutions offering in the defined contributions market

• Results of our subsidiary, Jackson National Asset Management LLC ("JNAM"), which manages the separate account assets associated with our variable annuities

• Traditional guaranteed investment contracts

• Funding agreements issued in conjunction with our participation in the U.S.

Federal Home Loan Bank ("FHLB") mortgage-collateralization loan advance program.

• Funding agreements backed by medium-term notes

• Funding agreements backed by commercial paper

• Primarily blocks of business that have been acquired since 2004, including:

◦ Various protection products, primarily whole life, universal life, variable universal life, and term life insurance products

◦ Fixed, fixed index, and payout annuities

We report certain activities and items that are not included in these reportable segments in Corporate and Other, including the results of our subsidiary, PPM Holdings, Inc.

3 unchanged sentences

retirement market.

Our Retail Annuities segment includes our variable, registered index-linked, fixed index, fixed, and payout annuities as well as our lifetime income solutions offering in the defined contribution market.

Our annuities are designed to offer customers investment opportunities to:

2 unchanged sentences

• provide a source of income in the form of minimum payments for life and minimum payments to beneficiaries upon death.

See “Key Operating Measures” under Part II, Item 7, Management’s Discussion and Analysis of Results of Operations and Financial Condition for information regarding sales and account values of our annuity products.

Part I | Item 1.

Business | Our Product Offerings by Segment

Our annuity sales for the years ended December 31, 2024 and 2023, and the account value as of December 31, 2024 and 2023, were as follows (in millions):

Sales Account Value Sales Account Value

Variable Annuities

RILA 5,674 11,685 2,890 5,219

Fixed index annuities 181 816 (1)

Fixed annuities 1,433 2,515 (1)

193 1,218 (1)

(1) Net of reinsurance

Variable Annuities

Our variable annuities offer our customers full participation in market returns through a broad selection of funds in a variety of investments, including equities and fixed income.

Optional benefits offer customers guaranteed minimum protection based on their eligible contributions, adjusted for withdrawals, and are designed to protect against market volatility and investment performance risk.

Absent optional benefits, the value of a variable annuity is determined by the performance of the customer-selected investment in a range of asset classes.

Optional benefits, on which we assume risk, offer customers guaranteed minimum protection based on their eligible contributions, adjusted for withdrawals, and are designed to protect against market volatility and investment performance risk.

The principal features of our variable annuity optional guaranteed benefits are:

Features of our Optional Guaranteed Benefits Referred To As Acronym

Guaranteed minimum payments for the customer’s lifetime based on a fixed annual percentage of the benefit base

Guaranteed Minimum Withdrawal Benefits for Life

GMWB for Life

Guaranteed minimum payments for the customer’s lifetime based on a fixed annual percentage of the benefit base Guaranteed Minimum Withdrawal Benefits for Life GMWB for Life

Guaranteed minimum payments based on a fixed annual percentage of the benefit base, for at least the amount of the customer’s total eligible contributions Guaranteed Minimum Withdrawal Benefits GMWB

6 unchanged sentences

Enhanced GMDB 10 % 11 %

We reinsure the risks associated with our optional benefits through Brooke Life Reinsurance Company (“Brooke Re”), a Michigan captive insurance company and our wholly-owned subsidiary.

See Part II, Item 7 – Management’s Discussion and Analysis of Financial Position and Results of Operations -Executive Summary for more information.

The investment freedom and optional guaranteed benefits valued by our customers and distribution partners have remained generally consistent over our history.

As a result, we have strong brand recognition with distributors and advisors, as demonstrated by the +42 Net Promoter Score (“NPS”) for our variable annuities, compared to an industry average NPS of +33, based on advisor surveys conducted by Market Metrics in 2024.

In addition, the results of our subsidiary, Jackson National Asset Management LLC ("JNAM") are included within our Retail Annuities segment.

The separate account assets associated with our variable annuities are managed by JNAM, a wholly-owned registered investment advisor that provides investment advisory, fund accounting and administration services to the funds offered within our variable annuities.

As a result, we have strong brand recognition with distributors and advisors, as demonstrated by the +46 Net Promoter Score (“NPS”) for our annuities, compared to an industry average NPS of +37, based on advisor surveys conducted by Market Metrics in 2025.

JNAM is a wholly-owned registered investment advisor that provides investment advisory, fund accounting and administration services to the funds offered within our variable annuities.

JNAM selects, monitors and actively manages the investment advisors that manage the funds we offer within our variable annuities.

1 unchanged sentence

As of December 31, 2025, JNAM managed $257.3 billion of assets.

Part I | Item 1.

Business | Our Product Offerings by Segment

Jackson National Life is part of the AllianceBernstein L.P.

3 unchanged sentences

For the years ended December 31, 2025 and 2024, we had defined contribution products sales of $212 million and $189 million through the platform, respectively.

Part I | Item 1.

Business | Our Product Offerings by Segment

The RILA market has been the fastest growing category in the annuity market over the last five years, growing at a compound annual growth rate of 27% from 2021 through 2025.

In 2021, we successfully launched Jackson Market Link Pro SM and Jackson Market Link Pro Advisory SM , our commission and advisory-based suite of RILAs.

In the second quarter of 2023, we enhanced our RILA suite of products with the launch of Jackson Market Link Pro SM II and Jackson Market Link Pro Advisory SM II.

In 2021, we successfully launched our commission and advisory-based suite of RILAs, which we continue to enhance to meet customer needs.

Our RILA suite offers our customers access to market returns through market index-linked investment options, subject to a cap, and offers a variety of guarantees designed to modify or limit losses.

Specifically, our RILA offers a number of options for a customizable product, including several combinations of crediting strategies, index options, term lengths, and levels of downside protection in the form of "floors" or "buffers".

Downside protection beyond a specified percentage loss is provided through a “floor,” which establishes the maximum percentage loss in the selected market index-linked investment option that a customer will experience in a down market.

Specifically, our RILA suite offers a number of options for a customizable product, including several combinations of crediting strategies, index options, term lengths, and levels of downside protection in the form of "floors" or "buffers." Downside protection beyond a specified percentage loss is provided through a “floor,” which establishes the maximum percentage loss in the selected market index-linked investment option that a customer will experience in a down market.

Any loss in excess of the floor is insured and borne by us.

4 unchanged sentences

We believe the RILA market presents us with a compelling growth opportunity in our traditional channels with the potential to earn attractive risk-adjusted returns.

Fixed Index Annuities

Our fixed index annuities offer a guaranteed minimum crediting rate that may be lower than a traditional fixed annuity and allow the customer discretion in the allocation of assets to either fixed accounts (which offer a fixed interest rate that is similar to our fixed annuities regardless of market performance) or to indexed funds with the potential for additional growth based on the performance of a reference market index (generally, the S&P 500 or MSCI Europe, Australasia, and Far East index), subject to a cap.

Our fixed index annuities also offer an optional guaranteed minimum payments for life benefit.

Fixed Annuities

1 unchanged sentence

In addition to our traditional fixed annuities, we currently market multi-year guaranteed annuities with three different guaranteed crediting rate periods.

Our fixed annuities do not offer guaranteed minimum payments for life benefits but can be annuitized or converted into a series of income payments that offers such benefits, such as payout annuities.

Our fixed annuities do not offer guaranteed minimum payments for life benefits but can be annuitized or converted into a series of income payments that offer such benefits, such as payout annuities.

Fixed Index Annuities

Our fixed index annuities also offer both embedded and optional guaranteed minimum payments for the customer's lifetime.

We reinsure certain of our fixed and fixed index annuities through Hickory Brooke Reinsurance Company (“Hickory Re”), a Michigan captive insurance company and our wholly-owned subsidiary.

See Part II, Item 7 – Management’s Discussion and Analysis of Financial Position and Results of Operations -Executive Summary for more information.

Institutional Products

Our Institutional Products segment consists of traditional guaranteed investment contracts, funding agreements (including agreements issued in conjunction with our participation in the U.S.

Federal Home Loan Bank ("FHLB") program) and medium-term funding agreement-backed notes.

Our institutional products provide us with an additional source of investment spread-based income, and generally guarantee our customers the payment of principal and interest at a fixed or floating rate over a term of two to ten years.

This investment spread-based income is the difference between the rate of return we earn on the deposit and the interest payable to the customers that purchase these products.

5 unchanged sentences

Closed Life and Annuity Blocks

Our Closed Life and Annuity Blocks segment is primarily composed of blocks of business that have been acquired since 2004.

The segment includes various protection products, primarily whole life, universal life, variable universal life, and term life insurance products, as well as fixed, fixed index, and payout annuities.

We historically offered traditional and interest-sensitive life insurance products but discontinued new sales of life insurance products in 2012, as we believe opportunistically acquiring mature blocks of life insurance policies is a more efficient means of diversifying our in-force business than selling new life insurance products.

5 unchanged sentences

Our investment and asset allocation guidelines are designed to provide us with a competitive rate of return on invested assets, support the profitable growth of our business, and support our goal of maintaining appropriate capitalization from both a regulatory and ratings perspective.

PPM also provides investment management services to our former parent's affiliates in Asia, former affiliates in the United Kingdom and other third parties across markets, including public fixed income, private equity, private debt and commercial real estate.

PPM also provides investment management services to third parties across markets, including public fixed income, private equity, private debt and commercial real estate.

As of December 31, 2025, PPM managed approximately $93.7 billion of assets.

3 unchanged sentences

• approximately 500 broker-dealer distribution partners and more than 121,000 appointed advisors across the three traditional broker-dealer channels including independent broker-dealers;

banks and other financial institutions;

and wirehouses and regional broker-dealers;

• more than 1,700 registered investment advisors ("RIAs") who have a Jackson RIA agreement and are able to access Jackson advisory solutions through an outsourced insurance desk.

Collectively these firms have more than 22,000 investment advisory representatives without a broker-dealer registration .

banks and other financial institutions, and wirehouses and regional broker-dealers;

• more than 2,100 registered investment advisory firms ("RIAs") who have a Jackson RIA agreement.

The RIAs can access Jackson advisory solutions through an outsourced insurance desk including Jackson's RIA Support Desk.

Collectively these firms have more than 28,000 investment advisory representatives ("IARs") without a broker-dealer registration .

In addition, Jackson National Life Distributors LLC ("JNLD") is a registered broker-dealer with the U.S.

1 unchanged sentence

Our strong presence in multiple distribution channels helps position us as a leading provider of retirement savings and income solutions.

According to LIMRA LOMA U.S.

According to LIMRA U.S.

Individual Annuity Sales Industry report, for the nine months ended September 30, 2025, we accounted for 13.6% of all sales in the U.S.

14 unchanged sentences

In 2025, Jackson received the Highest Customer Service — Financial Industry award from Service Quality Measurement Group, Inc.

("SQM") for the 13th straight year.

According to the Operations Managers’ Roundtable, we ranked 2 nd for overall operational capabilities in 2023 and 2024 by our broker-dealer partners.

for the 14th straight year.

Underwriting and Product Design

Our key underwriting and product design practices include:

• In 2012, we developed and launched Elite Access, our investment-only variable annuity that does not include GMWB, GMWB for Life or Enhanced GMDB benefits.

Since that time, it has been the industry’s best-selling investment-only variable annuity.

• In 2021, we successfully launched our commission and advisory based suite of RILAs.

• Elite Access, our investment-only variable annuity that does not include GMWB, GMWB for Life or Enhanced GMDB benefits.

• RILA, with commission and advisory based suite of products.

• All our variable annuities, including our flagship variable annuity, Perspective II, may be purchased without any guaranteed living benefits.

• For those products that include optional guaranteed benefits, we focus on living benefits that are easier to manage in terms of risk, such as GMWB and GMWB for Life.

• For those products that include optional guaranteed benefits, we focus on benefits that are easier to manage in terms of risk, such as GMWB for Life and GMDB.

• We no longer offer guaranteed living benefits that we believe offer us a lower risk-adjusted return, such as Guaranteed Minimum Income Benefits ("GMIBs");

instead, we utilize third-party reinsurance to mitigate the risks that we face relating to those benefits.

• We have designed substantially all of our products such that the guarantee fee charged to the customer is calculated based on the benefit base, rather than the account value, which supports our hedging program by stabilizing the guarantee fees we earn.

instead, we utilize third-party reinsurance to mitigate the risks that we face relating to those previously offered benefits.

• We have designed substantially all of our products such that the guarantee fee charged to the customer is calculated based on the benefit base, rather than the account value that is affected by market fluctuations, which supports our hedging program by stabilizing the guarantee fees we earn.

• Less than 4% of our in-force variable annuity policies, based on account value as of December 31, 2025, were sold prior to the 2008 financial crisis, a period when many variable annuities sold by our competitors were uneconomically priced and offered difficult to manage guarantee features.

1 unchanged sentence

We monitor experience on a regular basis, and we incorporate new experience data and emerging trends to ensure our actuarial assumptions and models reflect the appropriate mix of all available information and expert judgment.

Our core dynamic hedging program seeks to offset changes in economic liability associated with variable annuity guaranteed benefits due to equity market and interest rate movements, while our macro hedging program seeks to provide additional liquidity and statutory capital protection as needed.

We also use third-party reinsurance to mitigate a portion of the risks we face, principally in certain of our in-force annuity and life insurance products with regard to longevity and mortality risks and with regard to the vast majority of our GMIB optional benefit features.

Historically, we have managed and diversified our overall mortality and longevity risks through acquisitions.

1 unchanged sentence

Consistent with our financial goals, we may opportunistically explore acquisitions we believe provide attractive risk-adjusted returns.

Hedging and Reinsurance

Our core dynamic hedging program seeks to offset impacts of equity market and interest rate movements on the economic liabilities associated with variable annuity guaranteed benefits and with annuities subject to index interest crediting (RILA and FIA), while our macro hedging program seeks to provide additional liquidity and statutory capital protection as needed.

See Part II, Item 7 – Management’s Discussion and Analysis of Financial Position and Results of Operations -Executive Summary for more information.

We use third-party reinsurance to mitigate a portion of the risks we face, principally in certain of our in-force annuity and life insurance products with regard to longevity and mortality risks and with regard to the vast majority of our GMIB optional benefit features.

Part I | Item 1.

12 unchanged sentences

Increased consolidation among banks and other financial services companies could create firms with even stronger competitive positions, negatively impact the insurance industry’s sales, increase competition for access to distribution partners, increase distribution expenses, and impair the ability to market annuities to the current customer base or expand the customer base.

Despite the increasing competition, we believe that our competitive strengths position us well in the current competitive environment.

Despite the increasing competition, we believe that our core strengths position us well in the current competitive environment.

See "Competition could adversely affect our market share and financial results" under Item 1A.

Risk Factors— “ Risks Related to the Distribution of Our Products.

1 unchanged sentence

Enterprise Risk Management Framework

Our risk management framework (the “Framework”) defines our approach for identifying, assessing, managing, monitoring and reporting material risks to our business and is reviewed by the Company’s management and Jackson Financial’s Board of Directors (the "Board of Directors" or the "Board") on an annual basis to ensure it meets stakeholders' expectations and remains in compliance with regulatory requirements.

Our enterprise risk management framework (the “Framework”) defines our approach for identifying, assessing, managing, monitoring and reporting material risks to our business.

The Framework is reviewed on an annual basis by the Company's management and Jackson Financial’s Board of Directors (the "Board of Directors" or the "Board") to ensure it meets stakeholders' expectations and remains in compliance with regulatory requirements.

The Framework is designed to provide clear direction and embed risk management in day-to-day decision making and is organized around six core components, described below.

3 unchanged sentences

We embed risk management in the business using a three lines model:

• Risk Ownership and Management (first line):

Risk Ownership and Management Risk Oversight and Challenge Independent Assurance

Our business function leaders have primary ownership of risk management relating to their area of expertise.

• Risk Oversight and Challenge (second line):

Our Risk team focuses on risk oversight and challenge, especially related to top financial, non-financial and business risks.

Our Compliance team oversees and ensures appropriate frameworks are in place to manage compliance and regulatory requirements.

• Independent Assurance (third line):

Our Internal Audit team provides independent, objective, and risk-based assessment and reporting on the overall effectiveness of risk management, control, and governance processes across the organization.

The Internal Audit team is directly overseen by the Board Audit Committee and operates pursuant to a charter that is reviewed and approved annually by that Committee.

The Internal Audit team is directly overseen by our Board’s Audit Committee and operates pursuant to a charter that is reviewed and approved annually by that Committee.

Part I | Item 1.

Business | Risk Management

Risk Appetite and Limits

1 unchanged sentence

Our Board's Finance and Risk Committee approves and monitors a set of risk limits ("Risk Limits") that support compliance with the Risk Appetite.

Part I | Item 1.

Business | Risk Management

Risk Identification, Assessment, Measurement and Management

We operate an enterprise-wide risk identification and risk and control self-assessment ("RCSA") process to develop a holistic view of the material financial, non-financial and business risks we face and our control environment.

We operate an enterprise-wide risk identification and risk and control self-assessment process to develop a holistic view of the material financial, non-financial and business risks we face and our control environment.

We also monitor the external environment for emerging risks.

2 unchanged sentences

Risk monitoring and reporting processes facilitate risk-based decision making by management, and risk management oversight by management and Board committees.

Risk escalation processes exist to ensure Risk Appetite or Risk Limit breaches along with material non-financial risk events are escalated in a timely manner to executive management, management forums, boards, and board committees, as appropriate, in a timely manner.

Risk escalation processes exist to ensure Risk Appetite or Risk Limit breaches and along with material non-financial risk events are escalated in a timely manner to executive management, management forums, boards, and board committees, as appropriate, in a timely manner.

Risk Response and Recovery Plans

5 unchanged sentences

We employ various financial risk management strategies to limit losses and manage exposures to significant risks within established Risk Limits.

Market Risk Management:

Our primary market risk exposure results from interest rate fluctuations, equity price movements and changes in credit spreads.

Quantitative and Qualitative Disclosures about Market Risk for further information regarding our market risk exposures, and how we manage these risks.

Counterparty Risk Management:

The inability of a banking, derivative or reinsurance counterparty to satisfy its obligations could expose us to material risk.

Part I | Item 1.

Business | Risk Management

Market Risk Management Our primary market risk exposure results from interest rate fluctuations, equity price movements and changes in credit spreads.

Counterparty Risk Management The inability of a banking, derivative or reinsurance counterparty to satisfy its obligations could expose us to material risk.

A key component of our counterparty risk management strategy is collateralization of the value of contracts we hold with a given counterparty.

Collateral requirements are specified contractually.

In addition, we have placed formal limits on the amount of exposure we are willing to accept for a given counterparty, after consideration of collateral held both in aggregate and by risk source (banking, derivatives, reinsurance);

In addition, we have placed formal limits on the amount of exposure we are willing to accept for a given counterparty, after consideration of collateral held both in the aggregate and by risk source ( e.g.

, banking, derivatives, reinsurance);

these limits vary based on the credit worthiness of the counterparty.

Asset-Liability Management:

We use asset-liability duration and cash flow management techniques to ensure that obligations arising from our products will be met when they become due.

Asset-Liability Management We use asset-liability duration and cash flow management techniques to ensure that obligations arising from our products will be met when they become due.

These techniques consider current and future investment returns, asset and liability durations, risk tolerance and cash flow requirements.

2 unchanged sentences

This analysis includes dynamic cash flow testing of assets and liabilities, by product, under a variety of interest rate scenarios to provide assurance that current assets and associated yields will be enough to satisfy obligations as they come due.

Hedging Program:

Our hedging program seeks to balance three risk management objectives:

Hedging Program Our hedging program seeks to balance three risk management objectives:

protecting against the economic impact of adverse market conditions, protecting statutory capital, and stabilizing statutory distributable earnings throughout market cycles.

Quantitative and Qualitative Disclosures of Market Risk for further information regarding our hedging program, and how we use it to manage market risk.

Third-Party Reinsurance:

We utilize third-party reinsurance to mitigate a portion of the risks that we face, principally in certain of our in-force annuity and life insurance products related to longevity and mortality risks and specific features of

Part I | Item 1.

Business | Risk Management

our variable annuities.

Third-Party Reinsurance We utilize third-party reinsurance to mitigate a portion of the risks that we face, principally in certain of our in-force annuity and life insurance products related to longevity and mortality risks and specific features of our variable annuities.

We have entered into reinsurance contracts to manage the full spectrum of risk exposure on certain blocks of business.

The majority of our in-force fixed annuity and fixed index annuity businesses, as well as the legacy block of GMIBs on variable annuities, has been ceded to highly-rated unaffiliated reinsurers.

Pricing and Reserving:

Factors considered in product pricing primarily include expected investment returns, interest rates, market volatility, mortality, longevity, persistency, benefit utilization and operating expenses as well as other features of certain annuity products.

Pricing and Reserving Factors considered in product pricing primarily include expected investment returns, interest rates, market volatility, mortality, longevity, persistency, benefit utilization and operating expenses as well as other features of certain annuity products.

Our product pricing models also take into account capital requirements, risk profile, target returns and operating expenses.

1 unchanged sentence

Those assumptions are regularly updated and reflect a mix of available information and internal subject matter expert judgment.

1 See Item 7A.

Quantitative and Qualitative Disclosures about Market Risk for further information regarding our market risk exposures, and how we manage these risks.

Non-Financial Risk

1 unchanged sentence

Examples of key “non-financial” risks include cyberattacks and information security breaches, failure of third parties to provide contracted services, fraud, model risk and conflicts of interest.

Part I | Item 1.

Business | Risk Management

We regularly assess and report on our key risks to the Board's Finance and Risk Committee and have management forums in place to manage and oversee our relevant non-financial risks.

8 unchanged sentences

• our relationships with customers.

Part I | Item 1.

Business | Regulation

The following table sets forth the primary regulatory authority for each of our operating subsidiaries:

3 unchanged sentences

states in which Jackson is authorized to transact business;

also, certain of the company’s separate accounts are registered pursuant to the Investment Company Act of 1940 and are subject to regulation and supervision by the SEC.

Jackson National Life Insurance Company of New York (domiciled in New York) Subject to regulation and supervision by the New York State Department of Financial Services ("NYSDFS");

and certain of the company’s separate accounts are registered pursuant to the Investment Company Act of 1940 and are subject to regulation and supervision by the SEC.

also, certain of the company’s separate accounts are registered pursuant to the Investment Company Act of 1940, as amended (the" IC Act"), and are subject to regulation and supervision by the SEC.

Jackson National Life Insurance Company of New York (domiciled in New York) Subject to regulation and supervision by the New York Department of Financial Services ("NYS-DFS");

and certain of the company’s separate accounts are registered pursuant to the IC Act and are subject to regulation and supervision by the SEC.

Brooke Life Insurance Company (domiciled in Michigan) Subject to regulation and supervision by DIFS

Brooke Life Reinsurance Company (domiciled in Michigan) Subject to regulation and supervision by DIFS

Hickory Brooke Reinsurance Company (domiciled in Michigan) Subject to regulation and supervision by DIFS

Jackson National Asset Management LLC SEC-registered investment adviser

1 unchanged sentence

SEC-registered investment adviser

Jackson National Life Distributors LLC SEC-registered broker-dealer and subject to regulation and supervision by the Financial Industry Regulatory Authority ("FINRA") and state securities administrators.

Jackson National Life Distributors LLC SEC-registered broker-dealer, a Financial Industry Regulatory Authority ("FINRA") member firm, and also regulated by state securities administrators.

Part I | Item 1.

Business | Regulation

These laws and regulations affect, among other things, how we conduct business, our permitted investments and financial condition, marketing and investment disclosures, cybersecurity and privacy requirements, and applicable accounting standards.

2 unchanged sentences

Department of Labor (the “DOL”), the U.S.

Department of Justice, and state attorneys general.

Department of Justice (the "DOJ"), and state attorneys general.

Generally, these laws and regulations are designed to protect or benefit the interests of a specific constituency, such as, for example, state insurance laws and regulations that are generally intended to protect or benefit purchasers or users of insurance products.

3 unchanged sentences

Allegan Street, 7th Floor, Lansing, Michigan.

Part I | Item 1.

Business | Regulation

As part of their regulatory oversight process, state insurance departments conduct periodic examinations, generally once every three to five years, of the books, records, accounts and business practices of insurers domiciled in their states.

1 unchanged sentence

State and federal insurance and securities regulatory authorities and other state law enforcement agencies and attorneys general also, from time to time, make inquiries and conduct examinations or investigations regarding our compliance with among other things, insurance laws and securities laws.

The most recent DIFS and NYSDFS examinations of Jackson and Jackson National Life Insurance Company of New York ("Jackson NY"), respectively, concluded in 2023 with no material findings.

The most recent completed DIFS and NYS-DFS examinations of Jackson and Jackson National Life Insurance Company of New York ("Jackson NY"), respectively, concluded in 2023 with no material findings.

Insurance companies are subject to continued scrutiny by various state regulators, the federal government and the NAIC.

7 unchanged sentences

State regulatory authorities generally enforce these provisions through periodic market conduct examinations, with emphasis in recent years on improper life insurance pricing and sales practices, misleading sales presentations targeting the elderly, and product suitability for potential customers.

Part I | Item 1.

Business | Regulation

Annuity Suitability Regulation

1 unchanged sentence

The revised model imposes a “best interest” standard of conduct and includes a “safe harbor” for fiduciary advisors who recommend annuities.

Under the safe harbor, as it applies to the “care” elements of the Annuity Suitability Model Regulation, investment advisors offering annuities need only comply with the Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”).

As of January 1, 2025, forty-eight states, including Michigan, have adopted the model law or substantially similar requirements.

NYSDFS' amended insurance regulation (Regulation 187, "Suitability and Best Interest in Life Insurance and Annuity Transactions") incorporates the “best interest” standard for the sale of annuities and expands the application of this standard beyond annuity transactions to include sales of life insurance policies to consumers.

The regulation has been broadly adopted by state insurance regulators.

NYS-DFS' amended insurance regulation (Regulation 187, "Suitability and Best Interest in Life Insurance and Annuity Transactions") incorporates the “best interest” standard for the sale of annuities and expands the application of this standard beyond annuity transactions to include sales of life insurance policies to consumers.

Guaranty Associations and Similar Arrangements

8 unchanged sentences

We believe that our investments complied with these requirements at December 31, 2025.

Part I | Item 1.

Business | Regulation

Surplus and Capital;

11 unchanged sentences

Mandatory control level Less than 35% Regulator must rehabilitate or liquidate the insurer

As of December 31, 2024, Jackson's and Jackson NY’s total adjusted capital and RBC minimum required levels substantially exceeded the standards of their respective states of domicile and the NAIC.

Part I | Item 1.

Business | Regulation

As of December 31, 2025, Jackson's and Jackson NY’s total adjusted capital and RBC levels substantially exceeded the standards of their respective states of domicile and the NAIC.

We believe that we will be able to maintain our RBC ratios in excess of “company action level” through appropriate risk management, investing and capital management, and claims handling.

8 unchanged sentences

The CFTC has primary jurisdiction over swaps, which constitute the vast majority of the market, and the SEC has primary jurisdiction over security-based swaps.

Part I | Item 1.

Business | Regulation

Dodd-Frank Act requirements and similar non-U.S.

9 unchanged sentences

banking regulators and the CFTC, have implemented margin requirements for uncleared derivatives generally in accordance with the recommendations of the Basel Committee on Bank Supervision and International Organization of Securities Commissions.

The variation margin requirements require us to exchange variation margin (comprised of specified liquid instruments and subject to required haircuts) when entering into uncleared swaps and security-based swaps with regulated entities.

We completed the required legal documentation and changes to our operational processes in 2021 to accommodate the exchange of initial margin with U.S.

and European Union swap dealers, when necessary.

These margin requirements require us to exchange variation margin (comprised of specified liquid instruments and subject to required haircuts) when entering into uncleared swaps and security-based swaps with regulated entities.

Banking regulators' rules applicable to certain qualified financial contracts with banking institutions and their applicable affiliates, such as many derivatives contracts, securities lending agreements and repurchase agreements, generally require the inclusion of contractual provisions that limit or delay certain rights of their counterparties, including counterparties’ default rights (such as the right to terminate the contracts or foreclose on collateral) and restrictions on assignments and transfers of credit enhancements (such as guarantees) arising in connection with the banking institution or an applicable affiliate becoming subject to a bankruptcy, insolvency, resolution or similar proceeding.

Our qualified financial contracts are subject to these rules and contain the relevant provisions.

Part I | Item 1.

Business | Regulation

The Dodd-Frank Act created the Financial Stability Oversight Council (the “FSOC”).

4 unchanged sentences

The impact of this change could increase the chance that the Company becomes subject to additional regulatory measures.

Part I | Item 1.

Business | Regulation

The Dodd-Frank Act also authorizes the Federal Insurance Office ("FIO") to assist the Secretary of the Treasury Department in negotiating covered agreements.

2 unchanged sentences

The FIO is further charged with determining, in accordance with the procedures and standards established under the Dodd-Frank Act, whether state laws are preempted by a covered agreement.

Pursuant to this authority, in September 2017, the U.S.

and the European Union signed a covered agreement (the “EU Covered Agreement”) to address, among other things, reinsurance collateral requirements.

In addition, on December 18, 2018, the Treasury Department and the Office of the U.S.

Trade Representative signed a Bilateral Agreement between the U.S.

and the United Kingdom on Prudential Measures Regarding Insurance and Reinsurance in anticipation of the United Kingdom’s potential exit from the European Union (the “UK Covered Agreement” and, together with the EU Covered Agreement, the “Covered Agreements”).

There are covered agreements (the “Covered Agreements”) between the U.S.

and the European Union and the U.S.

and the United Kingdom.

On June 25, 2019, the NAIC adopted amendments to the Credit for Reinsurance Model Law and Model Regulation to conform to the requirements of the Covered Agreements.

As of December 31, 2023, 50 states and the District of Columbia have enacted and promulgated the Model Law and Model Regulation.

Additionally, five other U.S.

jurisdictions have adopted regulations or memorandums of understanding consistent with the Model Law and Model Regulation.

This regulation has been broadly adopted.

SEC’s Regulation Best Interest

On June 5, 2019, the SEC adopted a package of investment advice reforms designed to enhance investor protections while preserving retail investor access and choice.

The most significant element of the package is a rule (known as “Regulation Best Interest”) establishing a best interest standard of conduct for broker-dealers and their representatives when they make recommendations to retail investors.

Regulation Best Interest, which became effective on June 30, 2020, enhances the duties and disclosure requirements that apply to our broker-dealer and investment adviser subsidiaries when they provide recommendations and investment advice to retail investors, as well as our representatives that provide such services.

Regulation Best Interest, which became effective on June 30, 2020, establishes a best interest standard of conduct for broker-dealers and their representatives when they make recommendations to retail investors.

It enhances the duties and disclosure requirements that apply to our broker-dealer and investment adviser subsidiaries when they provide recommendations and investment advice to retail investors, as well as our representatives that provide such services.

The reforms increase the regulatory burden on broker-dealers selling our products, but also provide a more consistent regulatory standard that could provide benefits to the overall insurance and investment market.

10 unchanged sentences

The proposed changes to PTE 84-24 also impose certain supervisory obligations on insurance carriers that are similar to obligations already covered under the NAIC Suitability in Annuity Transactions Model Regulation.

The 2024 Fiduciary Advice Rule is currently being challenged in two separate litigation matters and the DOL has been stayed from enforcing the rule.

The 2024 Fiduciary Advice Rule is currently being challenged in two separate litigation matters.

In these cases, it does not appear that the Government will ultimately oppose the relief sought by the plaintiffs, making it likely that the 2024 Fiduciary Advice rule will be permanently vacated.

Part I | Item 1.

Business | Regulation

Depending on the outcome of the litigation, we may need to take certain additional actions to comply with, or assist our distributors in their compliance with, the 2024 Fiduciary Advice Rule.

The 2024 Fiduciary Advice Rule may also lead to changes to our compensation practices and product offerings and increase litigation risk, which could adversely affect our results of operations and financial condition.

Nonetheless, because the distribution of annuities is primarily through intermediaries, most of which have implemented systems and processes to align to existing state and federal fiduciary and/or best interest standards, we believe that we will have more limited exposure to the 2024 Fiduciary Advice Rule.

While the rule may not have a material impact on our business, it may impede certain investors’ access to financial advice or annuities that provide guaranteed income streams.

USA PATRIOT Act of 2001

3 unchanged sentences

Artificial Intelligence Regulations

Artificial Intelligence (“AI”) has recently been a focus area for state and federal regulators.

Artificial Intelligence (“AI”) has become a focus area for state and federal regulators.

In December of 2023, the NAIC adopted the Model Bulletin:

1 unchanged sentence

The Model AI Bulletin provides guidance to state regulators and calls on insurers to implement specific controls, emphasizing responsible AI use and adherence to certain laws on unfair discrimination and trade practices, along with governance and claims practices.

As of January 1, 2025, twenty states have adopted the Model AI Bulletin.

Additionally, Colorado has enacted laws and regulations for insurers related to unfair discrimination, bias testing, and governance practices related to AI.

A majority of states have adopted the Model AI Bulletin.

Additionally, Colorado has enacted laws and regulations for insurers related to unfair discrimination, bias testing, and governance practices in the use of AI.

New York has also published guidance for insurers on these topics as well.

Equal Employment Opportunity Commission (EEOC) has issued several guidance documents, including joint guidance with the Department of Justice, in an effort to ensure that existing and developing AI technologies are used fairly and consistently with federal equal employment opportunity laws.

Equal Employment Opportunity Commission (the "EEOC") issued several guidance documents, including joint guidance with the DOJ, in an effort to ensure that existing and developing AI technologies are used fairly and consistently with federal equal employment opportunity laws.

They have cautioned that while AI and other technology may offer benefits, the use of such technologies in making employment decisions can potentially result in inadvertent violations of anti-discrimination laws.

2 unchanged sentences

Cybersecurity is subject to increased scrutiny by insurance regulators.

In 2017, the NYSDFS adopted 23 NYCRR 500 (the “NYSDFS Cybersecurity Regulation”), which requires covered businesses in New York to have a comprehensive cybersecurity program that aligns to the National Institute of Standards and Technology Cybersecurity Framework and requires policies and procedures in several specific areas including, personnel, training, access privileges, penetration testing, vulnerability management, encryption, multifactor authentication, application security, data minimization, incident response planning, and notification and vendor management.

The NYSDFS has pursued enforcement actions and penalties for violations demonstrating the significant risk of noncompliance.

On November 1, 2023, the NYSDFS further amended the NYSDFS Cybersecurity Regulation to include requirements relating to risk assessments, cybersecurity policies, penetration testing, monitoring, and certain audit requirements.

The effective dates of the regulation were rolled out in phases beginning in December of 2023 and continuing into 2025.

The NAIC has adopted the Insurance Data Security Model Law establishing standards for data security, investigation, and notification of a breach of data security for insurance companies.

As of January 2025, twenty-six states (including Michigan, effective January 1, 2021) had adopted the model law.

Importantly, the drafters of the Data Security Model Law intend that a licensee’s compliance with the NYSDFS Cybersecurity Regulation will constitute compliance with the Data Security Model Law.

We have taken the necessary steps to comply with this regulation.

Federal law and regulation require financial institutions to protect the security and confidentiality of customer information, and to notify customers about their policies and practices relating to their collection, disclosure and securing the confidentiality of customer information.

Federal and state laws also regulate disclosures of customer information.

On July 26, 2023, the SEC expanded its public company disclosure rules to enhance and standardize disclosures related to cybersecurity.

See Part I, Item 1C.

Cybersecurity.

On May 15, 2024, the SEC adopted amendments to Regulation S-P, governing how certain financial institutions handle nonpublic personal information.

The amendments require covered institutions, such as broker-dealers, investment companies, registered investment advisers, and transfer agents, to develop an incident response program that requires, among other things, procedures to timely notify affected individuals whose sensitive personal information was, or is reasonably likely to have been, accessed or used without authorization.

These amendments became effective for larger entities on December 3, 2025.

In 2017, the NYS-DFS adopted cybersecurity regulation, requiring covered businesses in New York to have a comprehensive cybersecurity program that aligns to the National Institute of Standards and Technology Cybersecurity Framework and requiring policies and procedures in several specific areas including, personnel, training, access privileges, penetration testing, vulnerability management, encryption, multifactor authentication, application security, data minimization, incident response planning, and notification and vendor management.

The NYS-DFS has pursued enforcement actions and penalties for violations demonstrating the significant risk of noncompliance.

On November 1, 2023, the NYS-DFS further amended its cybersecurity regulation to include requirements relating to risk assessments, cybersecurity policies, penetration testing, monitoring, and certain audit requirements that are now fully effective.

Part I | Item 1.

Business | Regulation

The California Consumer Privacy Act of 2018 (the “CCPA”) grants all California residents the right to know what information a business has collected from them and the sourcing and sharing of that information, as well as a right to have a business delete their personal information (with some exceptions).

• California.

The California Consumer Privacy Act of 2018 (the “CCPA”) grants all California residents the right to know what information a business has collected from them and the sourcing and sharing of that information, as well as additional consumer rights, such as deletion of their personal information collected (with some exceptions).

The CCPA’s definition of “personal information” is more expansive than those found in other privacy laws applicable to us in the U.S.

1 unchanged sentence

The California Privacy Rights Act (the “CPRA”), effective January 1, 2023, imposes additional obligations on companies that collect California residents’ personal information, including providing a right to correct personal information, additional protections for certain uses of sensitive personal information, and certain limitations on data use and data sharing that does not involve a sale.

The CPRA also creates a new California Privacy Protection Agency, which will be charged with enforcing both the CCPA and the CPRA.

Federal law and regulation require financial institutions to protect the security and confidentiality of customer information, notify customers about their policies and practices relating to their collection, disclosure and securing the confidentiality of customer information.

Federal and state laws also regulate disclosures of customer information.

On July 26, 2023, the SEC adopted amendments to its public company disclosure rules to enhance and standardize disclosures related to cybersecurity.

The amendments significantly expand registrants’ public company annual disclosures, providing investors and other stakeholders with more standardized information about a public company’s cybersecurity risk management, strategy, and governance.

The CPRA also created a new California Privacy Protection Agency (the “CPPA”), which is charged with enforcing the CCPA as amended by the CPRA.

The CPPA promulgated regulations pursuant to the CCPA on March 29, 2023, establishing rules, procedures, and guidance for businesses to comply with the CCPA.

On September 23, 2025, the CPPA promulgated additional regulations covering requirements for cybersecurity audits, risk assessments, automated decision-making technology (“ADMT”), insurance companies, and updates to the existing CCPA regulations.

These regulations will become effective over a phased period of time with cybersecurity audits taking effect for Jackson on April 1, 2028, risk assessments as of January 1, 2026, and ADMT requirements beginning January 1, 2027.

The NAIC has adopted the Insurance Data Security Model Law establishing standards for data security, investigation, and notification of a breach of data security for insurance companies.

A majority of states have adopted the model law.

Importantly, the drafters of the Data Security Model Law intend that a licensee’s compliance with the NYS-DFS Cybersecurity Regulation will constitute compliance with the Data Security Model Law.

We have taken the necessary steps to comply with this regulation.

On October 21, 2019, the NAIC formed a Privacy Protections (H) Working Group (“PPWG”) to review state insurance privacy protections regarding the collection, use and disclosure of information gathered in connection with insurance transactions.

On August 5, 2024, the PPWG Chairman released draft amendments to NAIC Model Law #672 (Privacy of Consumer Financial and Health Information Regulation).

Over the past several months, the PPWG has opened the draft exposures to public comment and will continue to consider comments received on the amendments to the model law.

Privacy protection is also gaining attention in state legislatures nationwide.

There are now nineteen states with comprehensive privacy laws.

With the exception of California, these laws do not apply to Jackson National Life and other financial institutions subject to the Gramm-Leach-Bliley Act.

In addition, in 2023 Michigan enacted a data privacy bill that has the same exclusion for financial institutions.

While the final direction of these proposed statutes and regulations is not clear, they could result in additional requirements for Jackson Financial or its subsidiaries.

After the initial draft exposure, the PPWG has released several draft exposures for public comment.

The PPWG does not have a firm timeline for releasing additional sections of the revised model law for public comment but received an extension to continue work into 2026.

The PPWG has indicated it intends to complete work on the revised regulation by the 2026 Summer National Meeting.

Privacy protection has gained attention in state legislatures nationwide.

There are now nineteen states with comprehensive privacy laws and multiple additional states with active bills.

With the exception of California, these laws generally do not apply, or have limited applicability, to Jackson National Life and other financial institutions subject to the Gramm-Leach-Bliley Act.

Cybersecurity - Cybersecurity Risk Management and Strategy in this Form 10-K.

7 unchanged sentences

The state insurance regulators, however, may find that “control” exists in circumstances in which a person owns or controls less than 10% of voting securities.

These laws and regulations may discourage potential acquisition proposals and may delay, deter or prevent a change of control involving us, including through unsolicited transactions that some of our shareholders might consider desirable.

Part I | Item 1.

Business | Regulation

Restrictions on Paying Dividends

2 unchanged sentences

Dividends in excess of prescribed limits and transactions above a specified size between an insurer and its affiliates require the approval of the insurance regulator in the insurer’s state of domicile.

For example, under the Michigan Insurance Code, DIFS must approve insurance companies' requests to pay a dividend or distribution out of earned surplus.

For example, under the Michigan Insurance Code of 1956, as amended, DIFS must approve insurance companies' requests to pay a dividend or distribution out of earned surplus.

The insurance statutes of New York permit payment of ordinary dividends without regulatory approval if they meet one of two standards:

One standard allows a domestic stock life insurer to pay an ordinary dividend out of earned surplus.

The second standard allows an insurer to pay an ordinary dividend out of other than earned surplus if such insurer does not have sufficient positive earned surplus to pay an ordinary dividend.

(i) a domestic stock life insurer may pay an ordinary dividend out of earned surplus or (ii) an insurer may pay an ordinary dividend out of other than earned surplus if such insurer does not have sufficient positive earned surplus to pay an ordinary dividend.

However, dividends in excess of prescribed limits, based on prior year’s earnings and surplus of the insurance company, are considered extraordinary transactions and require explicit approval from the applicable regulator.

6 unchanged sentences

Broker-Dealer Regulation

JNLD is registered as a broker-dealer with the SEC and is registered as a broker-dealer in all applicable states.

Jackson National Life Distributors LLC ("JNLD") is registered as a broker-dealer with the SEC and is registered as a broker-dealer in all applicable states.

JNLD is also a member of, and subject to regulation by, FINRA, a self-regulatory organization subject to SEC oversight.

3 unchanged sentences

Investment Adviser Regulation

Jackson National Asset Management LLC ("JNAM") is registered with the SEC as an investment adviser pursuant to the Investment Advisers Act.

The investment companies (mutual funds) for which JNAM serves as an investment adviser are subject to SEC registration and regulation pursuant to the Securities Act, and the Investment Company Act of 1940.

Jackson National Asset Management LLC ("JNAM") is registered with the SEC as an investment adviser pursuant to the IA Act.

The investment companies (mutual funds) for which JNAM serves as an investment adviser are subject to SEC registration and regulation pursuant to the Securities Act, and the IC Act.

The mutual funds advised by JNAM comprise the investment options within the variable products offered by Jackson National Life.

In addition, each variable annuity and variable life product is subject to SEC registration and regulation.

Part I | Item 1.

Business | Regulation

PPM America, Inc.

("PPM") is registered with the SEC as an investment adviser under the Investment Advisers Act.

("PPM") is registered with the SEC as an investment adviser under the IA Act.

PPM serves as the investment adviser to Jackson National Life and as the primary U.S.

2 unchanged sentences

mutual funds for which JNAM serves as investment adviser.

In addition, PPM serves as an investment adviser and sub-adviser to our former parent's Asian affiliates and other institutional clients primarily for U.S.

In addition, PPM serves as an investment adviser and sub-adviser to certain former affiliates and other institutional clients primarily for U.S.

focused portfolios.

PPM has established a distribution function to further extend its investment advisory capabilities to the institutional marketplace with separate account and institutional product offerings.

mutual funds for which PPM serves as adviser and sub-adviser are subject to U.S.

mutual funds for which PPM serves as sub-adviser are subject to U.S.

federal regulation, and similar vehicles organized outside of the U.S.

are also subject to regulation under applicable local law.

Part I | Item 1.

Business | Regulation

The business of our investment adviser subsidiaries will be impacted by SEC regulatory initiatives with respect to the investment management business.

2 unchanged sentences

(ii) enhanced reporting regimes for investment advisers;

(iii) implementing liquidity risk management programs for exchange-traded funds (“ETFs”) and open-end funds, other than money market funds;

(iii) implementing liquidity risk management programs for exchange-traded funds and open-end funds, other than money market funds;

(iv) reforms relating to money market funds that require institutional and prime money market funds to use a floating net asset value ("NAV"), and permit money market funds to impose liquidity fees and redemption gates;

2 unchanged sentences

registered funds.

As noted above, the SEC has also recently proposed comprehensive reforms to improve cybersecurity risk management for registered investment advisers and registered funds.

These rules increased the reporting and disclosure requirements for our investment adviser subsidiaries.

These increased regulatory and compliance burdens could be costly and may impede the growth of our investment adviser subsidiaries.

The SEC, beginning in late 2020, instituted a comprehensive regulatory agenda focusing on environmental, social, and governance issues.

In March 2022, the SEC proposed regulations requiring disclosures concerning the estimated impact of climate change on businesses and how companies manage and govern climate change risk.

In addition, among other actions, the SEC solicited comments to potential changes to the “names rule” under the Investment Company Act to reflect the effect of environmental, social and governance factors on a fund’s investment objectives and performance.

The Company engages in activities that promote the sustainability of Jackson's business, including positive governance practices.

See “Corporate Responsibility below in this Form 10-K.

Commodities Regulation

JNAM is registered as a “commodity pool operator” with the National Futures Association (“NFA”) pursuant to the Commodity Futures Trade Commission (“CFTC”) regulations and acts as a commodity pool operator with respect to the operation of certain of the mutual funds.

Jackson National Asset Management LLC ("JNAM") is registered as a “commodity pool operator” with the National Futures Association (the “NFA”) pursuant to the CFTC regulations and acts as a commodity pool operator with respect to the operation of certain of the mutual funds.

The CFTC is a federal agency whose responsibilities include the regulation of commodity interests and enforcement of the Commodity Exchange Act of 1974.

8 unchanged sentences

To that end, we take thoughtful steps to consume energy more efficiently.

In its third year, the on-site solar farm at our home office in Lansing, MI continues to generate renewable energy, thereby reducing our need for external power generation.

In its fourth year, the on-site solar farm at our home office in Lansing, Michigan continues to generate renewable energy, thereby reducing our need for external power generation.

Valuing our Communities

7 unchanged sentences

Strong Governance and Business Practices

We are committed to governance policies and practices that serve the interest of the Company and its stakeholders, starting with only independent directors on all Board committees.

JFI's Board seeks directors with a broad range of professional experience, skills, and perspectives who support our commitment to broad range of thought and experience.

We are committed to governance policies and practices that serve the interest of the Company and its stakeholders, starting with only independent directors serving on all Board committees.

JFI's Board seeks directors with a broad range of professional attributes, skills, and experience who support our commitment to our corporate values and long-term value creation.

Jackson also has a risk management framework embedded across the Company, supporting the effectiveness of risk management and the control environment including independent Board oversight of corporate responsibility risks.

5 unchanged sentences

We offer significant career opportunities, competitive merit-based compensation, world-class facilities, and the ability to work for a purpose-driven organization.

Our Company's four corporate values — Empower, Respect, Execute and Create — guide our associate practices and decisions.

Our Company's four corporate values — Respect, Empower, Create, and Execute — guide our associate practices and decisions.

We had approximately 3,890 associates as of December 31, 2025, comprised of approximately 3,090 full-time associates and approximately 800 part-time associates, including our Strategic Support Program associates (a flexible, cost-efficient, part-time workforce that provides just-in-time scale).

8 unchanged sentences

Through learning and development programs, succession and talent management processes, and competitive rewards and recognition, our high-performing associates are empowered to innovate and challenge one another to be their best selves.

In 2024, Jackson expanded its mentoring program to support the long-term career growth of associates, adding a group mentoring option to reach even more associates.

The mentoring program began in 2021 and in its fourth year is still seeing strong participation including:

• Participation from approximately 80 mentors and over 230 mentees;

• More than 1,500 hours of mentoring reported by participants;

• 4.8 out of 5 rating in overall program and relationship satisfaction.

Our strategic approach to workforce enablement focuses on ways to attract and retain highly talented people and cultivates an environment where our associates are encouraged to bring our best selves to work every day.

In 2025, we launched our Skills Marketplace, an internal talent warehouse that provides insight into skills that exist internally for open roles and future needs, allowing us to source, develop, and deploy talent where we need it.

The Skills Marketplace allows associates the ability to document, track, and assess their unique skills to personalize and enhance their career development and opportunities for growth.

Associates can explore and select training based on the skills they want to develop to drive their career aspirations.

We recognize our associates’ backgrounds and unique experiences through our voluntary, associate-led Business Resource Associate Groups (“BRAGs”).

5 unchanged sentences

Business | Human Capital Resources

A cross-functional team redesigned Jackson’s onboarding program to deliver a more inclusive and engaging experience from offer acceptance through a new associate’s first month.

Key enhancements include a dedicated technology team, a balanced mix of classroom learning, team integration, and Jackson knowledge sessions, and the expansion of our Welcome Ambassador program to provide every new hire with a dedicated Ambassador beginning on day one.

Through these efforts, Jackson continues to invest in an onboarding experience that reflects our values, fosters belonging and sets the foundation for long-term engagement and success.

Benefits and Rewards

9 unchanged sentences

Our "Living Life Well" program helps ensure that Jackson associates are provided supportive health, safety and financial wellness resources both at work and at home.

These efforts cultivate a supportive and well-balanced corporate culture and help define the future of our success.

These efforts cultivate a supportive and well-balanced corporate culture and help define our future success.

The health and safety of our associates is a top priority.

1 unchanged sentence

At the office, associates also have access to a complete training system and highly qualified team of experts to help associates achieve their personal fitness, nutritional and lifestyle goals.

We currently operate 24 Occupational, Safety and Health Administration ("OSHA") related programs, including our standard air and water quality programs, in a comprehensive corporate health and safety effort to meet OSHA and American National Standards Institute ("ANSI") Z10-02019 standards.

We offer programs that support the mental health of associates, including confidential support for more serious issues involving emotional stress and well-being.

10 unchanged sentences

Available Information

We make available free of charge, through our website, investors.jackson.com, our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, our proxy and information statements, and any amendments to those reports or statements as soon as reasonably practicable after these materials are electronically filed with, or furnished to, the U.S.

We make available free of charge, through our website, i nvestors.jackson.com , our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, our proxy and information statements, and any amendments to those reports or statements as soon as reasonably practicable after these materials are electronically filed with, or furnished to, the U.S.

Securities and Exchange Commission (the "SEC").

4 unchanged sentences

We and certain of our senior executives may also use social media channels to communicate with our investors and the public about our Company and other matters, and those communications could be deemed to be material information.

Neither the content of Jackson’s website, jackson.com, nor the content of our executives’ social media channels is incorporated by reference into this Report or in any other report or document filed with the SEC, and any references to Jackson’s website are intended to be inactive textual references only.

None of the content of Jackson’s website, jackson.com , the content of our social media channels or the content of our executives’ social media channels is incorporated by reference into this Form 10-K or in any other report or document filed with the SEC, and any references to Jackson’s website are intended to be inactive textual references only.

Part I | Item 1.

3 unchanged sentences

as of February 25, 2026 1, 2 .

Each executive officer serves until his or her successor has been elected or appointed and qualified, or until his or her earlier death, resignation or removal.

Each executive officer serves until his or her successor has been elected or appointed or until his or her earlier death, resignation or removal.

Name Age Positions and Offices Held and Principal Occupation

2 unchanged sentences

Anderson oversees Financial Operations, Financial Reporting, and Investment Accounting.

From September 2021 until June 2, 2024, Mr.

Anderson served as the Vice President, Controller of Jackson National Life Insurance Company, a wholly-owned indirect subsidiary of Jackson Financial Inc.

From September 2021 to June 2024, Mr.

Anderson served as Vice President, Controller of Jackson National Life Insurance Company, a wholly-owned, indirect subsidiary of Jackson Financial Inc.

Prior to joining Jackson, from February 2017 through September 2021, Mr.

1 unchanged sentence

Anderson is a Certified Public Accountant.

Savvas (Steve) P.

Binioris 53 Executive Vice President and Chief Risk Officer of Jackson Financial Inc., a position held since April 14, 2025.

Previously, Mr.

Binioris served as the Company's Senior Vice President and Chief Actuary beginning February 2020.

Prior to coming to Jackson, Mr.

Binioris held positions with Sun Life Financial and London Life.

Binioris is a Fellow in the Society of Actuaries, a member of the American Academy of Actuaries, and is a designated Chartered Financial Analyst.

Chelko 52 Executive Vice President and General Counsel of Jackson Financial Inc., a position held since September 2021.

As Executive Vice President and General Counsel, Ms.

Chelko oversees Legal, Compliance, Corporate Communications and Responsibility, Shared Services & Operations (Legal), and Government Relations.

From September 13, 2021 until August 2022, Ms.

Chelko oversees Legal, Compliance, Enterprise Marketing and Communications, Shared Services & Operations (Legal), and Government Relations.

From September 13, 2021 to August 2022, Ms.

Chelko also served as Corporate Secretary of Jackson Financial Inc.

From August 30, 2021 until September 13, 2021, Ms.

From August 30, 2021 to September 13, 2021, Ms.

Chelko was Executive Vice President of Jackson Financial Inc.

1 unchanged sentence

Chelko was Senior Vice President and Chief Compliance Officer of Fidelity Investments, Personal Investing.

Prior to Fidelity, from May 2013 through March 2020, Ms.

Chelko served as the Senior Vice President and Chief Counsel at Lincoln Financial Group.

Cummings 61 Executive Vice President and Chief Financial Officer of Jackson Financial Inc., a position assumed on June 3, 2024.

Cummings 62 Executive Vice President and Chief Financial Officer of Jackson Financial Inc., a position held since June 2024.

Previously Mr.

Cummings served as the Company’s Senior Vice President, Controller and Chief Accounting Officer beginning December 2020.

Prior to coming to Jackson, Mr.

Previously, Mr.

Cummings served as interim Chief Financial Officer at Fortitude Reinsurance Company Ltd.

since 2019, and previously held various finance roles at American International Group, Inc., including Global Corporate Controller.

Prieskorn 57 Chief Executive Officer and President of Jackson Financial Inc., a position assumed in February 2021.

and Global Corporate Controller at American International Group, Inc.

Prieskorn 58 Chief Executive Officer and President of Jackson Financial Inc., a position held since February 2021.

Since February 2021, Ms.

3 unchanged sentences

Christopher A.

Raub 54 Executive Vice President and Chief Risk Officer of Jackson Financial Inc., a position assumed in April 2023.

Prior to his appointment as the Chief Risk Officer of Jackson Financial, Mr.

Raub served as Senior Managing Director of Insurance, PPM America, Inc., a subsidiary of JFI (“PPM”), since April 2019.

Raub 55 Executive Vice President of Jackson Financial Inc.

and President of Jackson National Life Insurance Company, a position held since April 14, 2025.

Prior to that appointment, from April 2023 through April 2025, Mr.

Raub served as Executive Vice President and Chief Risk Officer of Jackson Financial Inc.

Between April 2019 to April 2023, Mr.

Raub held various roles at PPM America, Inc., an indirect subsidiary of JFI, including Senior Managing Director of Insurance.

Part I | Item 1.

Business | Information about our Executive Officers

Romine 59 Executive Vice President of Jackson National Life Insurance Company, a position assumed in September 2022.

Romine continues to serve as President and Chief Executive Officer of Jackson National Life Distributors LLC, a role assumed in December 2021.

Prior to serving in this role, Mr.

Romine served as the President of Advisory Solutions for JNLD from February 2018 to December 2021.

Smith 57 Executive Vice President of Jackson National Life Insurance Company, a position assumed in September 2022.

Smith continues to serve as President, Chief Executive Officer and Chief Investment Officer of PPM America, Inc., a role assumed in January 2021.

Prior to this role, Mr.

Smith served as Chief Investment Officer, since 2018.

Smith is a designated Charter Financial Analyst.

1 Marcia Wadsten, age 58, ceased to be an executive officer as of June 2, 2024, and transitioned to employment as a Senior Advisor for Jackson National Life Insurance Company on June 3, 2024.

Previously, Ms.

Wadsten served as Executive Vice President and Chief Financial Officer, a position assumed in February 2021.

Romine, age 60, ceased employment as of August 5, 2025.

Romine served as Executive Vice President of Jackson National Life Insurance Company, since September 2022, and President and Chief Executive Officer of Jackson National Life Distributors LLC, a position held since December 2021.

2 On December 31, 2025, Craig D.

Smith, age 58, retired as Executive Vice President of Jackson National Life Insurance Company, a role assumed in September 2022, and President and Chief Executive Officer of PPM America, Inc., a position held since January 2021.

Part I | Item 1A.

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 1. Business