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Item 9A. Controls and Procedures

2026-02-24 compared with 2025-02-26 · 82 added, 62 removed, 223 unchanged (39% of the section changed)

2 unchanged sentences

We maintain disclosure controls and procedures, which are designed to ensure that information required to be disclosed in the reports we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

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

During the period covered by this Form 10-K, we, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act).

Management’s Report on Internal Control Over Financial Reporting

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Insider Trading Arrangements

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

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

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

DURATION OF TRADING ARRANGEMENT (1)

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

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

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

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

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

During the three months ended December 31, 2025, none of our Section 16 officers or JFI directors adopted or terminated any contract, instruction or written plan for the purchase or sale of Jackson Financial’s securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or any "non-Rule 10b5-1 trading arrangement" (as defined in Item 408(c) of Regulation S-K).

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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Directors, Executive Officers and Corporate Governance

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

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

Unless stated otherwise below, all information required by Items 10, 11, 12 (including equity compensation plan information), 13 and 14 of this Form 10-K is incorporated by reference from the definitive proxy statement for the Company's 2026 Annual Meeting of Shareholders, which will be filed with the SEC not later than 120 calendar days after the close of the fiscal year pursuant to Regulation 14A;

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

Performance” shall not be deemed “filed” by virtue of this incorporation by reference.

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See Item 10 above.

Part III Item 14.

Principal Accountant Fees and Services

See Item 10 above.

Part IV Item 15.

Exhibits, Financial Statement Schedules

The following documents are filed as exhibits hereto:

Number Description

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Part IV Item 15.

Exhibits, Financial Statement Schedules

4.4a Form of Depositary Receipt between Jackson Financial Inc.

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

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

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

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

Part IV Item 15.

Exhibits, Financial Statement Schedules

10.3a Amendment No.

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

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

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

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

10.5† Jackson Financial Inc.

1 unchanged sentence

of Jackson Financial Inc.’s Amendment No.

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

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

10.6† Jackson Financial Inc.

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

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

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

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

10.8†* Retirement Agreement, dated January 20 , 2026 , by and between Craig Smith and PPM America, Inc.

10.9† Retirement Agreement, dated October 7, 2025, by and between Marcia Wadsten and Jackson National Life Insurance Company, incorporated by reference to Exhibit 10.2 of Jackson Financial Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, filed November 4, 2025.

10.10† Separation Agreement, dated August 14, 2025, by and between Scott Romine and Jackson National Life Distributors, LLC, incorporated by reference to Exhibit 10.1 of Jackson Financial Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, filed November 4, 2025.

10.11† Offer Letter Agreement, dated and signed April 7, 2025, by and between Christopher Raub and Jackson National Life Insurance Company, incorporated by reference to Exhibit 10.3 of Jackson Financial Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, filed May 7, 2025.

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

4 unchanged sentences

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

Part IV Item 15.

Exhibits, Financial Statement Schedules

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

6 unchanged sentences

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

Part IV Item 15.

Exhibits, Financial Statement Schedules

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

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10.21† Form of 2025 Notice of Award of Restricted Share Units and 2025 Director Restricted Share Units Agreement (annual equity in lieu of cash retainer) between Jackson Financial Inc.

and each of Lily Fu Claffee, Martin J.

Lippert, Russell G.

Noles, and Esta E.

Stecher, incorporated by reference to Exhibit 10.2 of Jackson Financial Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, filed August 5, 2025.

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

and each of Lily Fu Claffee, Gregory T.

Durant, Steven A.

Kandarian, Derek G.

Kirkland, Drew Lawton, Martin J.

Lippert, Russell G.

Noles, and Esta E.

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

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

and each of Lily Fu Claffee, Derek G.

10 unchanged sentences

Noles, and Esta E.

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

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

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

1 unchanged sentence

Lippert and Esta E.

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

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

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

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

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

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

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

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

Part IV Item 15.

Exhibits, Financial Statement Schedules

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

4 unchanged sentences

Noles, and Esta E.

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

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

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

1 unchanged sentence

Lippert, and Esta E.

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

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

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

11 unchanged sentences

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

Part IV Item 15.

Exhibits, Financial Statement Schedules

10.32† Form of the 2021 Director Restricted Share Unit Agreement and Notice of grant (annual equity retainer September 13, 2021-September 30, 2021), between Jackson Financial Inc.

and each of Derek G.

Kirland and Russell G.

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

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

18 unchanged sentences

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

10.38† Form of Notice of Award of Restricted Share Units and 2025 Restricted Share Unit Award Agreement (Mid-Cycle) between Jackson Financial Inc.

and Christopher A.

Raub, incorporated by reference to Exhibit 10.3 of Jackson Financial Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, filed August 5, 2025.

10.39† Form of Notice of Award of Performance Units and 2025 Performance Unit Award Agreement (Mid-Cycle) between Jackson Financial Inc.

and Christopher A.

Raub, incorporated by reference to Exhibit 10.4 of Jackson Financial Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, filed August 5, 2025 .

Part IV Item 15.

Exhibits, Financial Statement Schedules

10.40† Form of Notice of Award of Restricted Share Units and 2025 Restricted Share Unit Award Agreement between Jackson Financial Inc.

and each of Carrie L.

Chelko, Don W.

Cummings, Laura L.

Prieskorn, Scott E.

Romine and Craig D.

Smith, incorporated by reference to Exhibit 10.1 of Jackson Financial Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, filed May 7, 2025.

10.41† Form of Notice of Award of Performance Units and 2025 Performance Unit Award Agreement between Jackson Financial Inc.

and each of Carrie L.

Chelko, Don W.

Cummings, Laura L.

Prieskorn, Scott E.

Romine and Craig D.

Smith, incorporated by reference to Exhibit 10.2 of Jackson Financial Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, filed May 7, 2025.

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

32 unchanged sentences

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

Part IV Item 15.

Exhibits, Financial Statement Schedules

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

and each of P.

Chad Myers, Laura L.

Prieskorn, Scott E.

Romine, Craig D.

Smith and Marcia L.

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

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

and each of P.

Chad Myers, Laura L.

Prieskorn, Scott E.

Romine, Craig D.

Smith and Marcia L.

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

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

10.40† Jackson Financial Inc.

10.49† Form of Amendment to All Outstanding Performance Share Unit Award Agreements and All Outstanding Restricted Share Award Agreements (relating to agreements provided between January 1, 2022 through December 31, 2024) (regarding share delivery process upon death), incorporated by reference to Exhibit 10.39 of Jackson Financial Inc.’s Annual Report on Form 10-K for the year ended December 31, 2024, filed February 26, 2025.

19.1 Jackson Financial Inc.

Insider Trading Policy (February 11, 2025).

List of S ubsidiaries of Jackson Financial Inc.

Insider Trading Policy (September 17 , 2025), incorporated by reference to Exhibit 19.1 of Jackson Financial Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, filed November 4, 2025.

21.1* List of Subsidiaries of Jackson Financial Inc.

23.1* Consent of KPMG LLP, dated February 2 4 , 202 6 .

Part IV Item 15.

Exhibits, Financial Statement Schedules

31.1* Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

43 unchanged sentences

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

What changed 10-K

Item 9A. Controls and Procedures