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Item 1A. Risk Factors

2026-02-24 compared with 2025-02-26 · 129 added, 155 removed, 225 unchanged (56% of the section changed)

You should carefully consider the risk factors below, in addition to the other information in this Form 10-K, when evaluating our Company.

These risk factors are important to understanding the Form 10-K and our other filings with the SEC.

These risk factors are important to understanding this Form 10-K and other reports we file with the SEC, as well as understanding our business.

The risks described below are not the only ones we face.

The occurrence of any of the following risks or additional risks and uncertainties not presently known to us or that we currently believe to be immaterial could cause a material adverse effect on our business, financial condition, results of operations and cash flows.

In any such case, the trading price of our common stock could decline.

We also more generally face risks faced by companies engaged in financial services, insurance and other businesses, including the effects of disasters, catastrophes, terrorist acts, epidemics and pandemics on us, our vendors and third parties;

adverse outcomes from internal and external vendor operational risks;

our ability to recruit, motivate and retain qualified and experienced employees in a market competing for key associates, senior managers and executive officers;

and, our ability to meet customer, investor and regulator expectations with respect to corporate responsibility and governance.

The occurrence of one or more of these risks, or additional risks and uncertainties not presently known to us or that we currently believe to be immaterial, could cause a material adverse effect on “our business” – meaning, when that phrase or a similar phrase is used in the descriptions below, a material adverse effect on one or more of “our business, financial condition, liquidity, results of operations and cash flows.” In any such case, the trading price of our common stock could decline.

In addition, many of these risks are interrelated and could occur under similar business and economic conditions, and the occurrence of certain of them could, in turn, cause the emergence or exacerbate the effect of others.

This Form 10-K also contains forward-looking statements and estimates that involve risks and uncertainties.

Our actual results could differ materially from those anticipated in the forward-looking statements as a result of specific factors, including the risks and uncertainties described below.

Our actual results could differ materially from those anticipated in the forward-looking statements as a result of specific factors, including the risks and uncertainties described in this Part 1A.

See, also, “Forward-Looking Statements – Cautionary Language” in Part I.

Risks Related to Conditions in Global Financial Markets and the Economy

General conditions in the global financial markets and the economy could have a material adverse effect on our business, financial condition, liquidity, results of operations and cash flows.

General conditions in the global financial markets and the economy could have a material adverse effect on our business.

Volatility in global financial markets and general economic downturns could have a material adverse impact on us.

Factors including the availability and cost of credit, economic policy and other U.S.

government actions, Federal Reserve actions, prolonged periods of high interest rates, supply chain issues, pandemics and related government responses, geopolitical conflicts ( e.g.

, the Ukraine-Russia and Israel-Palestine conflicts), and international trade disputes may contribute to increased volatility in global financial markets.

These factors could impact businesses and consumer confidence and cause economic uncertainty, with a consequent slowdown in economic activity potentially impacting global financial markets.

government actions, Federal Reserve actions, prolonged periods of high interest rates and/or high inflation, supply chain issues, pandemics and related government responses, geopolitical conflicts ( e.g.

, the Ukraine-Russia and Israel-Palestine conflicts), international trade disputes, and government shutdowns may contribute to increased volatility in global financial markets.

These factors could impact businesses and consumer confidence and cause economic uncertainty, with a consequent slowdown in economic activity potentially impacting global financial markets, investment returns, and liquidity.

Those events and conditions could also have an adverse effect on the availability and cost of reinsurance protections and could affect the availability, cost and effectiveness of hedging instruments resulting in a material adverse impact on our profitability.

Policyholders’ responses to an economic downturn through retention and withdrawal behavior could adversely affect our business by reducing sales and decreasing the profitability of the existing business.

In an economic downturn, our customers may choose to utilize guaranteed benefits differently than we have assumed, potentially taking, for example, partial withdrawals more regularly.

If significantly more customers close their annuity accounts than we expect, the loss of fee income or spread income could have a material adverse effect on our business, financial well-being and financial performance.

Conversely, if significantly more customers than we expect keep their annuity accounts open, the increased cost of providing guaranteed living benefits could have a material adverse effect on our business, financial well-being and financial performance.

Equity market movements could lead to losses related to:

(i) when the market declines, guaranteed benefits offered in our products, lower fee-based income, and losses from equity-related investments;

(ii) when the market increases, equity-linked interest credits offered in our products;

The economic environment may have an adverse effect on our business by decreasing the profitability of our existing business due to unexpected policyholder behavior.

For example, in an economic downturn our customers may choose to utilize guaranteed benefits differently than we have assumed, such as taking partial withdrawals more regularly or closing their accounts at a lower rate than we expect, which could increase guaranteed benefits payable.

Conversely, in a strong equity environment, more customers might close their annuity accounts than we expect, which could lead to the loss of expected fee or spread income.

Unexpected policyholder behavior could have a material adverse effect on our business, financial well-being and financial performance.

Part I | Item 1A.

Equity market movements could lead to financial loss related to:

(i) when the market declines, higher payments on guaranteed benefits offered in our products, lower fee-based income, and losses from equity-related investments;

(ii) when the market increases, higher costs on equity-linked interest credits offered in our products;

and (iii) when the market is volatile, our hedging being less effective than we expect.

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A decline in the value of equity-related investments in our general account asset portfolio may also reduce our earnings and capital.

Part I | Item 1A.

Our derivative-based hedging program is used to mitigate financial loss related to the equity market risk associated with guaranteed benefits and equity-linked interest credits.

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Higher rates may make current product offerings more attractive than what existing policyholders have purchased, while simultaneously reducing the market value of assets backing our liabilities.

This creates an incentive for our policyholders to lapse their products in an environment where selling assets could cause realized losses.

This creates an incentive for our policyholders to lapse their products in an environment where selling assets could cause realized losses or where we expect their variable annuity guarantees to be profitable.

In addition, higher interest rates may contribute to lower separate account balances on variable annuity policies, which include interest rate sensitive funds, and lower income from fees that are proportional to the separate account balances.

Our derivative-based hedging program is used to mitigate financial loss related to the interest rate risk associated with guaranteed benefits.

Our derivative-based hedging program is used to mitigate financial loss related to the interest rate risk associated with guaranteed benefits and registered index-linked annuity account values.

The hedging program could be less effective in mitigating risk during periods of high interest rate volatility, which could have a negative impact on our financial performance.

The level of interest rates also affects the cost of our equity hedges.

Lower interest rates generally increase the cost of hedging the guaranteed benefits associated with variable annuities.

Higher interest rates generally increase the cost of hedging the equity-linked interest crediting associated with registered index-linked annuities.

Part I | Item 1A.

Our investment management business’ revenues and results of operations depend on the market value and the composition of our assets under management, which could fluctuate significantly based on various factors, including many factors outside of our control.

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The value and composition of our assets under management could be adversely affected by several factors including market factors, client preferences, product trends, investment performance, and fee changes, any of which, alone or in the aggregate, could adversely impact our business revenues and results of operations.

Our former parent, Prudential plc and its affiliates are significant clients of PPM.

Prudential and its affiliates represent $23.5 billion or 32% of PPM’s total assets under management.

PPM’s investment management agreements with Prudential and its affiliates are terminable at any time or on short notice by either party, and Prudential and its affiliates are under no obligation to maintain any level of assets under management with PPM.

If Prudential and its affiliates were to terminate their investment management agreements with PPM, it could cause material disruption in the operations and investment advisory capabilities of PPM, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Part I | Item 1A.

Our former parent, Prudential plc, and its affiliates are significant clients of PPM, representing $29.8 billion or 32% of PPM’s total assets under management.

PPM’s investment management agreements with its customers, including Prudential and its affiliates, are terminable at any time or on short notice by either party.

Prudential and its affiliates are under no obligation to maintain any level of assets under management with PPM.

If they were to terminate their investment management agreements, it could cause material disruption in the operations and investment advisory capabilities of PPM, which could have a material adverse effect on our business.

Disruptions or volatility in financial market conditions could limit our ability to buy or sell investments and derivative instruments or negatively impact our liquidity.

We rely on liquidity in the financial markets for the trading of fixed income or equity investments and derivatives to acquire, rebalance or liquidate investment positions.

We rely on access to efficiently functioning financial markets for the trading of fixed income or equity investments and derivatives to acquire, rebalance or liquidate investment positions.

Disruptions in the financial markets that limit our ability to execute these transactions could have a material impact on returns from our investment portfolio, the effectiveness of our hedging program, and our variable annuity customers’ ability to invest in or sell separate account funds.

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Additionally, as our over-the-counter bilateral hedging transactions become subject to initial margin requirements, we would need assets of sufficient quality to satisfy those requirements.

Without sufficient liquidity, we could be required to curtail or limit our operations and our hedging program, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Without sufficient liquidity, we could be required to curtail or limit our operations and our hedging program, which could have a material adverse effect on our business.

Volatility in credit spreads, or ratings downgrades, defaults, or impairments in our general or separate account assets, could negatively impact earnings and statutory capital.

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Tightening credit spreads would reduce the investment yields available on new asset purchases in our general account, impacting our investment income.

Widening of the credit spreads on assets held in the general account could lead to higher levels of other than temporary impairments or defaults, either of which would reduce statutory capital.

Widening of the credit spreads on assets held in the general account could lead to lower market value of assets, or higher levels of other than temporary impairments or defaults, any of which would reduce regulatory capital.

We may also experience lower fee-based income as a result of higher credit spreads that reduce variable annuity sub-account values invested in assets exposed to credit risk.

General account asset ratings downgrades, defaults, or impairments

Credit rating downgrades of the issuers of debt instruments held in our general account would require us to hold more capital in support of these investments and reduce our statutory risk-based capital ratio (“RBC”), which is a key measure considered when regulators evaluate an insurance company’s ability to make dividend distributions.

Asset ratings downgrades, defaults, or impairments

Credit rating downgrades of the issuers of debt instruments held in our general account would require us to hold more capital in support of these investments and reduce our statutory risk-based capital ratio (“RBC”), which is a key measure considered when regulators evaluate, among other things, an insurance company’s ability to make dividend distributions.

Defaults or valuation impairments on debt securities and commercial mortgages held in our general account could result in investment losses and reduce earnings and capital.

We may also experience lower fee-based income as a result of defaults or impairments that reduce variable annuity sub-account values invested in assets exposed to credit risk.

Part I | Item 1A.

Difficulties faced by other financial institutions could adversely affect us.

We have exposure to financial institutions in the form of unsecured bank accounts and debt instruments, unsecured money market and prime funds, and equity investments.

Losses or impairments to the carrying value of these assets could cause a material adverse effect on our business, financial condition, results of operations and cash flows.

Losses or impairments to the carrying value of these assets could cause a material adverse effect on our business.

Risks Related to Ratings, Liquidity and Capital Management

An actual or potential downgrade in our financial strength or issuer credit ratings could result in a loss of business and cause a material adverse effect on our business, financial condition, results of operations and cash flows.

Financial strength ratings, which various rating agencies publish as measures of an insurance company’s ability to meet obligations to its customers, are important to maintaining stakeholder confidence and our ability to distribute products.

An actual or potential downgrade in our financial strength or issuer credit ratings could result in a loss of business and cause a material adverse effect on our business.

A downgrade in any of our ratings could directly or indirectly lead to negative impacts on:

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• our ability to obtain new reinsurance or obtain it on reasonable terms;

Part I | Item 1A.

• our ability to maintain existing derivative contracts or purchase new derivative contracts, which are used to manage risk, on acceptable terms or at all;

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As a holding company, Jackson Financial depends on the ability of its subsidiaries to pay dividends and make other distributions to meet its obligations and liquidity needs.

Jackson Financial is the holding company for all our operations and is a separate legal entity from its subsidiaries.

Dividends and other distributions from Jackson Financial’s subsidiaries, including payments on internal debt, are Jackson Financial’s principal sources of capital that fund payment of principal and interest on its outstanding indebtedness, corporate operating expenses, shareholder dividends, stock repurchases and other obligations.

The inability of our subsidiaries to pay dividends or provide other distributions could have a material adverse effect on our financial condition and cash flows and restrict our ability to pay dividends to our shareholders or repurchase stock.

The ability of our insurance subsidiaries to pay dividends and make other distributions to JFI depends on the impact such distributions may have on their financial strength ratings, their ability to meet applicable regulatory standards, and their ability to receive regulatory approvals to make such remittances to JFI.

Jackson Financial is a legal entity separate from its subsidiaries that conduct all of its operations.

Dividends and other distributions from Jackson Financial’s subsidiaries, including payments on internal debt, are Jackson Financial’s principal sources of cash that fund payment of principal and interest on its outstanding indebtedness, corporate operating expenses, shareholder dividends, common stock repurchases and other obligations.

The inability of its subsidiaries to pay dividends or provide other distributions could have a material adverse effect on its financial condition and cash flows and restrict its ability to pay dividends to its shareholders or repurchase common stock.

Business–Regulation–State Insurance Regulation” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Distributions from our Insurance Company Subsidiaries.”

Failing to deliver on Jackson’s cash obligations, such as policyholder benefits and derivative margin requirements, could have a significant negative impact on its ability to continue to sell products and access derivative markets.

JFI and its subsidiaries have significant liquidity needs to support daily cash flows, including operating expenses, interest payments, derivative-based margin requirements and policyholder withdrawals.

Jackson is exposed to liquidity risk primarily through its day-to-day business operations.

Cash needs arise, in significant part, from the obligation to meet margin requirements resulting from certain daily-settled derivative positions and the obligation to pay policyholder claims.

Failing to meet these cash obligations could result in negative reactions from rating agencies, investors and analysts, shareholders, customers and distributors, which could, in turn, lead to a decline in credit and financial strength ratings, share price and investor and policyholder confidence.

Part I | Item 1A.

We are subject to liquidity risks associated with sourcing a large concentration of our funding from the Federal Home Loan Bank of Indianapolis (“FHLBI”).

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See Note 10 of the Notes to Consolidated Financial Statements for a description of those funding agreements and related collateral requirements.

Additionally, we use agreements with the FHLBI to meet near-term liquidity needs, augmenting our repurchase agreement capacity from other counterparties.

Additionally, we use agreements with the FHLBI to meet near-term liquidity needs, augmenting our securities repurchase agreement capacity from other counterparties.

If the FHLBI were to change its definition of eligible collateral, we could be required to post additional amounts of collateral in the form of cash or other assets.

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In the past, some of our high-quality investments experienced reduced liquidity during periods of market volatility or disruption.

If we were required to liquidate these investments on short notice, we could have difficulty doing so and could be forced to sell them for less than we otherwise would have been able to realize, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Part I | Item 1A.

Our use of financial derivative transactions to hedge risks associated with our operations exposes us to counterparty credit risk that could lead to a financial loss.

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Such a loss could also reduce available capital.

Our use of reinsurance to mitigate a portion of the risks that we face exposes us to counterparty credit risk that could cause a material adverse impact on our business, financial condition, results of operations and cash flows.

Our use of reinsurance to mitigate a portion of the risks that we face exposes us to counterparty credit risk that could cause a material adverse impact on our business.

We use reinsurance to mitigate a portion of the financial, longevity and mortality risks inherent in some of our in force annuity and life insurance products.

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Jackson may make inefficient decisions regarding the use of capital to meet business objectives, fund strategic initiatives and return capital to shareholders.

We make capital deployment decisions on an ongoing basis, which include growing organically through sales of our products, growing inorganically through acquisitions, returning capital to shareholders, and increasing capital strength.

Failure to make decisions about deploying or retaining capital efficiently could result in decreased shareholder value and confidence.

We make capital deployment decisions on an ongoing basis, which include growing organically through sales and diversification of our products, growing inorganically through acquisitions, returning capital to shareholders, and increasing capital strength.

Failure to make decisions about deploying or retaining capital efficiently or effectively could result in decreased shareholder value and confidence.

Part I | Item 1A.

Risks Related to Product Design, Assumptions, and Models

The design and pricing of our products can impact our competitiveness in the marketplace, negatively affect our earnings and capitalization, and increase the volatility of our financial results.

Our failure to design or maintain products that provide competitive benefits and features or that do not conform to distributor requirements could result in short- or long-term loss of sales, loss of distributor selling agreements, and reputational risk that would adversely impact Jackson’s growth and profitability.

Our failure to design or maintain products that provide competitive benefits and features or that do not conform to distributor requirements could result in short- or long-term loss of sales, loss of distributor motivation and selling agreements, and reputational risk that would adversely impact Jackson’s growth and profitability.

Improperly priced products may result in revenue streams that cannot support our liabilities, expenses, and hedging program, and could negatively impact our profitability.

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It is not possible to precisely predict persistency (policyholder choosing to keep their policy) or mortality, and actual results may differ significantly from assumptions.

Should actual experience deviate from our assumptions for persistency and mortality rates, this difference may have an adverse effect on our business, financial condition, results of operations and cash flows.

Should actual experience deviate from our assumptions for persistency and mortality rates, this difference may have an adverse effect on our business.

Similarly, if policyholders with guaranteed benefits utilize them differently than our assumptions, the Company's reserves may be inadequate to cover its liabilities, resulting in losses affecting income and capital.

Part I | Item 1A.

We rely on complex models to predict behavior, identify potential risks and estimate financial performance, which models may be ineffective due to incomplete or inaccurate assumptions or errors in data collection, analysis or interpretation that could result in materially inaccurate risk assessments and output.

We rely on complex models to predict behavior, identify potential risks and estimate financial performance, and these models may be ineffective due to incomplete or inaccurate assumptions or errors in data collection, analysis or interpretation that could result in materially inaccurate model output.

We use complex models to predict customer behavior, identify risks and establish reserves.

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Some of these tools form an integral part of our decision-making framework.

The use of inaccurate models, errors in data collection and analysis, or misuse of model results, could result in poor business and strategic decision-making that could have an adverse financial, regulatory, operational or reputational impact on the Company.

The subjective determination of the amount of allowances and impairments taken on our investments could cause a material adverse effect on our business, financial condition, results of operations and cash flows.

The subjective determination of the amount of allowances and impairments taken on our investments could cause a material adverse effect on our business.

The manner of determining the amount of allowances and impairments varies by investment type and is based upon our evaluation and assessment of known and inherent risks associated with an asset class.

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See Note 4 of the Notes to Consolidated Financial Statements for further information.

Part I | Item 1A.

Risks Related to the Distribution of Our Products

Our failure to describe accurately the features and options of our annuities, failure to administer those features and options consistent with their descriptions or mishandling of customer complaints could adversely impact our business, financial condition, results of operations and cash flows.

Our annuities contain many options and features, and we rely on our affiliate and/or third-party distributors to describe and explain our products to investors and our customers.

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Should we fail to review each complaint and investigate the potential causes, the complaint could evolve into a litigated matter, or we could face regulatory fines, penalties, or reputational damage.

If we do not design our products in accordance with applicable law, those products may not achieve the intended objectives and could adversely impact our business, financial condition, and results of operations.

federal income tax law imposes requirements relating to annuity and insurance product design, administration and investments that are conditions for beneficial tax treatment of such products under the Internal Revenue Code of 1986, as amended (the “Code”).

If we do not design our products in accordance with applicable law, those products may not achieve the intended objectives and could adversely impact our business.

State and federal securities and insurance laws also impose requirements relating to annuity and insurance product design, offering, distribution, and administration.

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If legal proceedings were to occur, they could adversely impact our business, financial well-being and financial performance.

Part I | Item 1A.

We could experience difficulties in distributing our products through third-party distribution partners, which are a primary source of our sales.

We distribute our products through a variety of third-party distribution partners under agreements that can be terminated by either party with or without cause.

Failure to maintain an understanding of the changing market, what products our competitors are selling, and what channels have opportunity for growth can contribute to the loss of key distribution partners resulting in the Company’s inability to meet or exceed planned sales goals and is detrimental to our overall distribution strategy.

Failure to maintain an understanding of the changing market, what products our competitors are selling, and what channels have opportunity for growth can contribute to the loss of key distribution partners resulting in our inability to meet or exceed planned sales goals and is detrimental to our overall distribution strategy.

Key distributors could terminate their relationship with us, reduce their distribution contracts with us, or reduce the amount of sales they produce for us.

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An increase in bank, wirehouse and broker-dealer consolidation activity could increase competition for access to distributors, result in greater distribution expenses and impair our ability to market products through these channels.

Any of these changes in distribution could materially and adversely impact our business, financial condition, and results of operations.

Any of these changes in distribution could materially and adversely impact our business.

Consolidation of distributors or other industry changes could also increase the likelihood that distributors will try to renegotiate the terms of any existing selling agreements to terms less favorable to us.

Part I | Item 1A.

Competition could adversely affect our market share and financial results.

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Our ability to generate appropriate returns will depend significantly on our capacity to anticipate and respond appropriately to consumer demand, digital and other technological advances, the need for economies of scale and the consequential impact of consolidation, regulatory actions, and other factors.

We may not continue to compete effectively, which could cause a material adverse effect on our business, financial condition, results of operations and cash flows.

Part I | Item 1A.

We may not continue to compete effectively, which could cause a material adverse effect on our business.

Risks Related to Legal, Tax and Regulatory Matters

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These laws and regulations are complex and subject to change.

We are monitoring known regulatory actions that could potentially impact our business;

however, at this time, we cannot predict what form those regulations may take or their potential impact.

The recent change in executive administration in the federal government adds to the uncertainty of policy and regulatory direction.

Any of these laws and regulations, existing or in the future, could have an unknown or material adverse impact on us.

We monitor known regulatory developments that could potentially impact our business;

however, at this time, we cannot predict what form those developing regulations may take or their potential impact.

The efforts of the current federal government administration to change the structure, role and focus of government adds to the uncertainty of policy and regulatory direction.

Any of these laws and regulations, existing or in the future, could have an unknown or material adverse impact on our business.

See, "Item 1.

Business—Regulation" for additional discussion on the impact of such laws and regulations.

Moreover, these laws and regulations are administered and enforced by a number of different governmental and self- regulatory authorities, including state insurance regulators, state securities administrators, the SEC, FINRA, the DOL, the U.S.

Department of Justice, the U.S.

Internal Revenue Service and state attorneys general, each of which exercises a degree of interpretive latitude.

Moreover, these laws and regulations are administered and enforced by a number of different government and self- regulatory authorities, including state insurance regulators, state securities administrators, the SEC, FINRA, the DOL, the DOJ, the U.S.

Internal Revenue Service and state attorneys general, each of which exercises a degree of interpretive latitude and differing or overlapping regulatory focus.

Failure to adhere to these laws and regulations, or respond to changes in them, could result in regulatory action including fines, restrictions in our ability to sell our products, and reputational impact.

A decrease in the risk-based capital ("RBC") ratio (as a result of a reduction in statutory capital and surplus or increase in RBC requirements) of our insurance subsidiaries could result in increased scrutiny by insurance regulators and rating agencies, which could lead to corrective measures and ratings downgrades that would adversely affect our business, financial condition, results of operations and cash flows.

The NAIC established model regulations that provide minimum capitalization requirements for insurance companies based on risk-based capital formulas.

NAIC model regulations provide minimum capitalization requirements for insurance companies based on RBC formulas.

Each of our U.S.

insurance subsidiaries is subject to RBC standards or other minimum regulatory capital and surplus requirements imposed under the laws of its respective jurisdiction of domicile.

A failure to meet these requirements could subject our subsidiaries to further examination or corrective action imposed by insurance regulators, including limitations on their ability to write additional business, increased regulatory supervision, seizure or liquidation.

insurance subsidiaries is subject to RBC standards or other minimum regulatory capital and surplus requirements under the laws of its respective jurisdiction of domicile.

A failure to meet these requirements could subject our subsidiaries to further examination or corrective action imposed by insurance regulators, including limitations on our insurance subsidiaries' ability to write additional business, increased regulatory supervision, seizure or liquidation.

Any corrective action imposed could cause a material adverse effect on our business, financial well-being and financial performance.

A decline in the RBC ratio of one or more of our insurance subsidiaries, whether or not it results in a failure to meet applicable RBC requirements, could limit our insurance subsidiaries’ ability to make dividends or distributions to us, could result in a loss of customers or new business, or could influence ratings agencies to downgrade financial strength ratings, each of which could cause a material adverse effect on our business, financial condition, results of operations and cash flows.

Part I | Item 1A.

In any particular year, total adjusted capital amounts and RBC ratios could change due to a variety of factors, including:

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• changes to the RBC formulas and the interpretation of the NAIC’s instructions with respect to RBC calculation methodologies.

Part I | Item 1A.

In addition, rating agencies may implement changes to their own internal models, which differ from the RBC capital model, that have the effect of increasing or decreasing the amount of capital our insurance subsidiaries should hold relative to the rating agencies’ expectations.

In addition, rating agencies may implement changes to their own internal ratings evaluation models, which differ from the NAIC's RBC capital model, that have the effect of increasing or decreasing the amount of capital our insurance subsidiaries should hold relative to the rating agencies’ expectations.

Under stressed or stagnant capital market conditions and with the aging of existing insurance liabilities, without offsets from new business, the amount of additional statutory reserves that an insurance subsidiary is required to hold could materially increase.

Any of these would decrease the total adjusted capital available for use in calculating an RBC ratio.

To the extent that an insurance subsidiary’s RBC ratio is deemed to be insufficient, we may seek to take actions either to increase the insurance subsidiary’s capitalization or reduce the capitalization requirements.

If we were unable to accomplish those actions, the rating agencies could view this as a reason for a ratings downgrade.

Any of these events would decrease the total adjusted capital available for use in calculating an RBC ratio.

To the extent that an insurance subsidiary’s RBC ratio is deemed to be insufficient, we may seek to take actions either to increase the insurance subsidiary’s capitalization or to reduce the capitalization requirements.

If we were unable to accomplish those actions, the rating agencies could view that circumstance as a reason for a ratings downgrade.

Changes in U.S.

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Additionally, life insurance death benefits are generally exempt from income tax.

From time to time, proposed tax law changes could, for example, eliminate all or a portion of the income tax advantages described above for annuities and life insurance.

Proposed tax law changes could, for example, eliminate all or a portion of the income tax advantages described above for annuities and life insurance.

If legislation were enacted to reduce or eliminate the tax deferral for annuities, such a change would have an adverse effect on our ability to sell our annuities.

Moreover, if the treatment of annuities were changed prospectively, and the tax-favored status of existing contracts was grandfathered, holders of existing contracts would be less likely to surrender or rollover their contracts.

These tax law changes, if implemented, could have a material adverse effect on our business, financial condition, results of operations and cash flows.

These tax law changes, if implemented, could have a material adverse effect on our business.

In 2023, the Inflation Reduction Act of 2022 (“IRA”) established a new 15 percent corporate alternative minimum tax (“CAMT”) on large applicable corporations.

The Company is a large applicable corporation and is subject to the tax each year starting in 2023.

The implementation of the CAMT contemplates that the U.S.

Department of Treasury issues final regulatory guidance.

It remains difficult to predict the specific final guidance or the definition of adjusted financial statement income.

The Company is a large applicable corporation and has been subject to the CAMT since 2023.

The CAMT-related provisions contemplate that the U.S.

Department of Treasury would issue final regulatory guidance.

It remains difficult to predict the specific final guidance or the definition of adjusted financial statement income that is subject to the tax.

In the absence of further guidance, despite our federal net operating loss and foreign tax credit carryforwards, we may be required to pay tax equal to 15 percent of our pre-tax financial statement income, as adjusted by the CAMT, which includes certain items that are non-economic and can fluctuate significantly based on the movement of interest rates and equity markets.

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corporate income tax rate could have a material adverse effect on our results of operations and cash flows.

Part I | Item 1A.

Our investment advisory agreements with clients are subject to termination or non-renewal on short notice.

Our investment advisory subsidiaries’ written investment management agreements with their clients are terminable without penalty at any time or upon relatively short notice by either party.

Our investment advisory subsidiaries’ investment management agreements with their clients are terminable without penalty at any time or upon relatively short notice by either party.

Moreover, our investment advisory subsidiaries’ investment management agreements with SEC-registered investment companies (each, an “RIC”), including the RICs affiliated with Jackson that serve as the sole investment options for our variable annuities, may be terminated at any time, without payment of any penalty, by each RIC’s Board of Trustees (including a majority of the independent trustees) or by vote of a majority of the outstanding voting securities of the RIC on not more than 60 days’ notice.

The investment management agreements pursuant to which our investment advisory subsidiaries manage RICs must be renewed and approved by each RICs’ Boards of Trustees or by vote of a majority of the outstanding voting securities of the RIC (including a majority of each RIC’s independent trustees) annually.

A significant majority of an RIC’s trustees are independent.

The RIC investment management agreements must be renewed and approved by each RIC’s Board of Trustees or by vote of a majority of the outstanding voting securities of the RIC (including a majority of that RIC’s independent trustees) annually.

A significant majority of each RIC’s trustees are independent.

Consequently, the Board of Trustees of each RIC may not approve the investment management agreement each year or may condition its approval on revised terms that are materially adverse to us.

Part I | Item 1A.

Also, as required by the Investment Company Act of 1940, as amended (the “Investment Company Act”), each investment advisory agreement with a RIC automatically terminates upon its assignment, although new investment advisory agreements may be approved by the RIC’s Board of Trustees and shareholders.

The Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”), also requires approval or consent of investment advisory agreements by clients in the event of an assignment of the agreement.

An “assignment” for purposes of both the Investment Company Act and the Investment Advisers Act includes a sale of a controlling block of the voting stock of the investment adviser or its parent company, or a change in control of the investment adviser.

Also, as required by the Investment Company Act of 1940, as amended (the “IC Act”), each investment advisory agreement with a RIC automatically terminates upon its assignment, although new investment advisory agreements may be approved by the RIC’s Board of Trustees and shareholders.

The Investment Advisers Act of 1940, as amended (the “IA Act”), also requires approval or consent of investment advisory agreements by clients in the event of an assignment of the agreement.

An “assignment,” for purposes of both the IC Act and the IA Act, includes a sale of a controlling block of the voting stock of the investment adviser or its parent company, or a change in control of the investment adviser.

If an assignment were to occur, clients may not approve it, which event could have a material adverse effect on our business.

Changes to comply with new and potential laws or regulations that impose fiduciary or best interest standards in connection with the sale of our products could materially increase our costs, decrease our sales and result in a material adverse impact on our business, financial condition, results of operations and cash flows.

Regulators continue to propose and adopt fiduciary rules, best interest standards and other similar laws and regulations applicable to the sale of annuities.

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See Note 2 of the Notes to Consolidated Financial Statements for a description of recently adopted and pending changes in accounting principles .

Our operating insurance companies are also subject to statutory accounting practices prescribed or permitted by their states of domicile, whose accounting practices are driven by the NAIC.

Any changes in the method of calculating reserves for our products under statutory accounting practices could result in increases in, and volatility of, reserve and capital requirements.

For example, the NAIC is currently working to revise the economic scenarios that are inputs to the calculation of statutory reserves and required capital for many insurance products.

Those revisions, which are expected to be finalized prior to 2026, could result in a material impact on the level and volatility of our statutory surplus and required statutory capital.

Legal and regulatory investigations and actions are increasingly common in our industry and could result in a material adverse effect on our business, financial condition, results of operations and cash flows.

We face a significant risk of litigation and regulatory investigations and actions in the ordinary course of operating our business, including the risk of class action lawsuits, arbitration claims, government subpoenas, regulatory investigations, examinations, actions, and other claims.

Given the inherent unpredictability of litigation, the unfavorable resolution of one or more pending litigation matters, or future litigation or actions, inquiries, investigations or examinations, could have a material adverse effect on our business, financial well-being and financial performance.

Our operating insurance companies are also subject to Statutory Accounting Principles prescribed or permitted by their states of domicile, whose accounting practices are driven by the NAIC.

Any changes in the method of calculating reserves for our products under Statutory Accounting Principles could result in increases in, and volatility of, reserve and capital requirements.

For example, the NAIC has implemented new economic scenarios that are inputs to the calculation of statutory reserves and required capital for many insurance products.

Those revisions took effect on January 1, 2026, and could result in a material impact on the level and volatility of our statutory surplus and required statutory capital.

Part I | Item 1A.

Legal and regulatory investigations and actions are increasingly common in our industry and could result in a material adverse effect on our business.

We face risks of litigation and regulatory investigations and actions in the ordinary course of operating our business, including the risk of class action lawsuits, arbitration claims, government subpoenas, regulatory investigations, examinations, actions, and other claims.

Even if we ultimately prevail in any litigation, arbitration, or any action or investigation by governmental authorities or regulators, we could suffer significant reputational harm, which could have a material adverse effect on our business, financial well-being and financial performance.

See Note 16 of the Notes to Consolidated Financial Statements for further information.

Part I | Item 1A.

Risks Related to Information Technology, Security and Data

Our information technology systems could fail, which could cause a material adverse effect on our business, financial condition, results of operations and cash flows.

Our business operations depend on the ability to process large numbers of transactions for numerous and diverse products, which requires the effective operation of our information technology systems.

Risks Related to Information Technology, Security, Artificial Intelligence, and Data

Our information technology systems could fail, which could cause a material adverse effect on our business.

Our business operations depend on the ability to process efficiently and effectively large numbers of analytical models and transactions for numerous and diverse products.

We employ a large number of complex and interconnected information technology and finance systems, models, and user developed applications in our processes to support our business operations.

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We could experience significant impacts to our business operations if our technology lacks sufficient system capacity, scalability, stability, or if they underperform, or if our data or technology systems suffer an outage impacting availability, due to a disaster or cyberattack.

Our systems change management controls may not work as designed, which could result in an unintended change being introduced into a production environment resulting in unexpected effects on functionality, or experience limited availability of one or more systems or devices, or our ability to recover data might be hindered by the impact of a ransomware attack, any or all of which could cause material disruption to normal business operations.

Our systems change management controls may not work as designed, which could result in an unintended change being introduced into an active production environment and cause unexpected effects on functionality.

We could experience limited availability of one or more systems or devices, or our ability to recover data might be hindered by the impact of a ransomware attack.

Any or all of the foregoing could cause material disruption to our normal business operations.

Our information technology systems, and those of our third-party vendors and service providers, are vulnerable to physical or electronic intrusions, computer viruses, ransomware or other attacks potentially exposing confidential customer or associate data or proprietary business information.

We are exposed to continuously evolving risks of attempts to disrupt the availability, confidentiality and integrity of our information technology systems, which could result in disruption to key operations or loss of the availability, confidentiality or integrity of customer, associate, or other data.

Artificial intelligence (“AI”) developments and availability have increased the scale, sophistication, and unpredictability of those attempts, and the nature and costs of efforts to thwart them.

We have been, and likely will continue to be, subject to potential damage from computer viruses, attempts to access confidential information, including customer data, and cybersecurity attacks such as “denial of service” attacks, phishing, sophisticated and automated attacks, and other disruptive software campaigns.

Our security measures, including information security policies, standards, administrative, technical, and physical controls, associate training and other preventative actions may not fully protect us from such events.

, hacking, phishing, malware, etc.), or through a third-party relationship, resulting in financial losses, regulatory fines, and impact to our reputation.

Customer, associate or representative data, or strictly confidential or proprietary non-public business information could be disclosed to unauthorized parties due to associate error, a cyberattack (e.g., hacking, phishing, malware, etc.), or through a third-party relationship, resulting in financial losses, regulatory penalties, customer attrition, and reputational damage.

Increased cybersecurity threats and computer crime also pose a risk of litigation, regulatory investigations, and other penalties.

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Any breach in the security of our information technology systems could result in the disclosure or misuse of confidential or proprietary business information, including sensitive customer, supplier, or associate data maintained in the ordinary course of our business.

Any such event, or any failure to comply with these data privacy requirements or other laws in this area, could cause damage to our reputation, result in loss of revenue, and could result in legal liability or penalties.

Any such event, or any failure to comply with these data privacy requirements or other laws in this area, could cause damage to our reputation, customer attrition, loss of revenue, and could result in legal liability or penalties.

In addition, we could incur large expenditures to investigate, remediate, and recover networks or information systems and protect against similar future events.

Part I | Item 1A.

We retain confidential information in our information systems and in cloud-based systems (including customer transactional data and personal data about our distribution partners, customers, and our own associates).

We rely on commercial technologies and third parties to maintain the security of those systems.

We rely on commercial technologies and third parties to maintain the security of those systems, yet even strong internal safeguards cannot offset exposure if critical third parties’ systems are compromised.

Anyone who circumvents our security measures and penetrates our information systems, or the cloud-based systems we use, has and could access, view, misappropriate, alter or delete any information in the systems, including customer data and proprietary business information.

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Our associates, distribution partners and other third-party partners use portable computers or mobile devices that could contain similar information to that in our information systems, and these devices have been and could be lost, stolen or damaged.

Part I | Item 1A.

Any compromise of our information technology systems or of the third-party partners' systems that results in the unauthorized access or disclosure of personal data or proprietary business information could damage our reputation in the marketplace, deter customers from purchasing our products, subject us to civil and criminal liability and require us to incur significant technical, legal and other expenses, any of which could cause a material adverse effect on our business, financial condition, results of operations, and cash flows.

Jackson is exposed to the risk of incomplete, inaccurate, or misinterpreted data being utilized for reporting or decision-making purposes.

Our business depends on the performance of complex information technology systems and the effective management and use of quality and reliable data.

This data could become incomplete, inaccurate, or misinterpreted due to inadequate or failed internal and external processes, systems or deliberate human actions, inactions, or error, resulting in misinterpretation of the data or inability to make strategic or timely decisions, which could cause a material adverse effect on our business, financial condition, results of operations and cash flows.

The use of artificial intelligence processes may result in errors in analysis and decision-making that could cause adverse effects on our business, financial condition, results of operations and cash flows.

Artificial intelligence (“AI”) is an evolving technology that potentially offers opportunities for businesses to gain efficiencies, pursue growth, or improve customer, employee or other stakeholder experiences.

The use of artificial intelligence may result in errors in analysis and decision-making that could cause adverse effects on our business.

Artificial intelligence (“AI”) is a rapidly evolving technology that potentially offers opportunities for businesses to gain efficiencies, pursue growth, or improve customer, employee or other stakeholder experiences.

We are selectively exploring the use of AI where it can provide meaningful benefit to our business and have established processes to review and help detect AI newly introduced in existing technology platforms and services;

however, the risk remains that there could be embedded AI features that remain undisclosed or undetected.

The use of AI could result in unintended consequences such as biased, discriminatory or otherwise unfair decision-making, misrepresent data leading to negative impacts on decision-making, or be subject to cyberattacks.

Such consequences should any materialize, could result in a material adverse effect on our business, regulatory fines and impact to our reputation.

Should any such consequences materialize, they could result in a material adverse effect on our business, regulatory fines and an impact on our reputation.

In addition, new and currently unforeseeable regulatory issues could also arise due to the developing and uncertain regulatory environment around AI.

General Risk Factors

Adverse outcomes from the operational risks inherent in our business could disrupt our business, and have a negative impact on our business, financial condition, results of operations and cash flows.

Operational risks are inherent to our businesses and include direct or indirect losses resulting from inadequate or failed internal and external processes, systems or deliberate human actions, inactions, or error.

Our policies and procedures may not be fully effective in identifying, monitoring, or mitigating our risk exposure against all types of risk.

We are exposed to risks related to natural and man-made disasters and catastrophes, diseases, epidemics, pandemics, malicious acts, terrorist acts, civil unrest, and global climate change.

We face exposure from the effects of natural or man-made catastrophic events (such as natural disasters, pandemics, cyberattacks, acts of terrorism, civil unrest, and other catastrophes), and other external events.

These risks could also adversely impact us through our distribution partners and our third-party relationships that provide outsourcing services such as policy administration, technology, and data hosting and administration.

Jackson could suffer a major and prolonged business interruption impacting its ability to deliver on its commitments to customers and other stakeholders, due to a disruption to the communication or utility infrastructures, availability or accessibility of our business locations or people due to a variety of natural or man- made events or actions.

If associates are unable to perform regular business operations, we could suffer a significant business interruption, negatively impacting customers or other stakeholders.

We could face direct or indirect effects of, or responses to, climate change.

Climate change regulation may affect the prospects of companies and other entities whose securities we hold, the value of those securities, or our willingness to continue to hold those securities.

Climate change may also influence investor sentiment with respect to the Company and investments in our portfolio, including real estate investments.

We cannot predict the long-term impacts on us from climate change or related regulation.

A failure to identify and address these global climate issues and related impacts could cause a material adverse effect on the achievement of our business objectives.

Part I | Item 1A.

Our inability to recruit, motivate and retain key associates and experienced and productive associates could cause a material adverse effect on our business, financial condition, and results of operations.

Our business depends on our ability to attract, motivate, and retain highly skilled, and often highly specialized, technical, investment, actuarial, managerial, and executive personnel.

Intense competition exists for key associates with demonstrated abilities, and we may be unable to retain or hire such associates.

Our success also depends on the continued service of our key senior management team, including executive officers and senior managers.

The unexpected loss of services of one or more of our key associates could have a material adverse effect on our operations due to their skills, knowledge of our business, their years of industry experience and the potential difficulty in promptly finding qualified replacement associates.

Our succession plans may not operate effectively, and our compensation plans may not be effective in helping us retain our key associates, the loss of one or more of whom could cause a material adverse effect on our business, financial condition, and results of operations.

Adverse outcomes from the operational risks of our material outsourcing partners, could disrupt our business, and have a negative impact on our business, financial condition, results of operations and cash flows.

We rely on the performance and operations of a number of third-party relationships providing services including back-office support, information technology infrastructure, customer facing operations and services, product distribution and services (including through digital channels), and investment operations.

Failure to adequately oversee our third-party partners, or the failure of a partner (or of its information technology and operational systems and processes) could result in significant disruption to business operations impacting customers, and could have adverse reputational, regulatory and legal implications, thereby causing a material adverse effect on our business, financial well-being and financial performance.

We face risks arising from acquisitions or other complex strategic transactions.

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We face a number of risks arising from such transactions, including difficulties in assimilating and retaining associates and intermediaries, incurring unforeseen liabilities that arise in connection with such transactions, or facing unfavorable market conditions that could negatively impact our expectations for such transactions.

Further, strategic transactions could require us to increase our leverage or, if we issue shares to fund an acquisition, would dilute holdings of existing shareholders.

Further, strategic transactions could require us to increase our leverage or, if we issue shares to fund an acquisition, to dilute holdings of existing shareholders.

These risks could prevent us from realizing the expected benefits from acquisitions and could result in the impairment of goodwill and other intangible assets recognized at the time of acquisition.

In addition, should we pursue a strategy to complement our organic growth by exploring opportunities for acquisitions, it could be materially and adversely affected by the increasingly competitive nature of the life insurance and annuity merger and acquisition market and the increased participation of non-traditional buyers in the life insurance and annuity merger and acquisition market.

We may not meet investors’ or regulators’ corporate responsibility expectations;

and our customers, prospective investors or shareholders, or those considering such a relationship with us, may negatively evaluate our business or other practices according to a variety of corporate responsibility expectations.

Some of our regulators have proposed corporate responsibility rules or announced that they intend to review our practices against corporate responsibility standards;

others may yet do so.

Our investors or other stakeholders may evaluate our practices by corporate responsibility criteria that are continually evolving and not always clear.

These standards and expectations may also reflect contrasting or conflicting values or agendas.

Our decisions or priorities must necessarily and simultaneously consider our business goals and interests.

We define our own corporate purpose, in part, by the sustainability of our practices and our impact on all our stakeholders.

Our practices may not change in the way or at the rate stakeholders expect.

As a result, our efforts to conduct our business in accordance with expectations may involve compromises, at least in the short run.

We may fail to meet our corporate responsibility commitments.

Our policies and processes to evaluate and manage corporate responsibility expectations in coordination with other business priorities may not be completely effective or satisfy investors, regulators, or other stakeholders.

We may face adverse regulatory, investor, or other stakeholder scrutiny resulting in business, reputational, or legal challenges.

Part I | Item 1A.

We could face direct or indirect effects of, or responses to, climate change.

Climate change regulation may affect the prospects of companies and other entities whose securities we hold, the value of those securities, or our willingness to continue to hold those securities.

Climate change may also influence investor sentiment with respect to the Company and investments in our portfolio, including real estate investments.

We cannot predict the long-term impacts on us from climate change or related regulation.

A failure to identify and address these global climate issues and related impacts could cause a material adverse effect on the achievement of our business objectives.

The market price of our common stock could be volatile and could decline.

Stock markets are subject to volatility unrelated to the operating performance of particular companies.

These broad market fluctuations could adversely affect the trading price of our common stock.

In addition, the market price of our common stock could fluctuate significantly due to, among other factors, our results of operations and any capital markets activities, investors’ perceptions of us relative to other companies in the insurance industry and other industries, and actions on the part of regulators or rating agencies.

Applicable insurance laws could make it difficult to effect a change of control of our Company.

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Or, a court could determine that the exclusive forum provision is unenforceable.

If a court were to find the choice of forum provision contained in our certificate of incorporation to be inapplicable to, or unenforceable in respect of, one or more specified types of actions and proceedings, we could incur additional costs associated with resolving such action in other jurisdictions, which could materially and adversely affect our business, financial condition, results of operations and cash flows.

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 1A. Risk Factors