What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-05-05 compared with 2025-11-04 · 243 added, 294 removed, 1003 unchanged (35% of the section changed)

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Generally speaking, any statement in this report not based upon historical fact is a forward-looking statement.

Forward-looking statements can also be identified by the use of forward-looking or conditional words, such as “could,” “should,” “can,” “continue,” “estimate,” “forecast,” “intend,” “look,” “may,” “will,” “expect,” “believe,” “anticipate,” “plan,” “predict,” “remain,” “future,” “confident,” and “commit” or similar expressions.

Forward-looking statements can also be identified by the use of forward-looking or conditional words, such as “could,” “should,” “can,” “continue,” “estimate,” “forecast,” “intend,” “look,” “may,” “expect,” “believe,” “anticipate,” “plan,” “predict,” “remain,” “future,” “confident,” and “commit” or similar expressions.

In particular, statements regarding plans, strategies, prospects, targets and expectations regarding the business and industry are forward-looking statements.

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We caution investors that these forward-looking statements are subject to known and unknown risks and uncertainties that may cause actual results to differ materially from those projected, expressed, or implied.

Factors that could cause actual results to differ materially from those in the forward-looking statements include those reflected in Part I, Item 1A.

Other factors that could cause actual results to differ materially from those in the forward-looking statements include those reflected in Part I, Item 1A.

Risk Factors and Part II, Item 7.

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You should not rely unduly on forward-looking statements.

Certain financial data included in this release consists of non-GAAP (Generally Accepted Accounting Principles) financial measures.

Certain financial data included in this report consists of non-GAAP (Generally Accepted Accounting Principles) financial measures.

These non-GAAP financial measures may not be comparable to similarly titled measures presented by other entities, nor should they be construed as an alternative to other financial measures determined in accordance with U.S.

Although the Company believes these non-GAAP financial measures provide useful information to investors in measuring the financial performance and condition of its business, investors are cautioned not to place undue reliance on any non-GAAP financial measures and ratios included in this release.

A reconciliation of the non-GAAP financial measures to the most directly comparable U.S.

GAAP financial measure can be found in the “Non-GAAP Financial Measures” in this report.

Certain financial data included in this release consists of statutory accounting principles (“statutory”) financial measures.

These statutory financial measures are included in or derived from the Jackson National Life Insurance Company annual and/or quarterly statements filed with the Michigan Department of Insurance and Financial Services and available in the investor relations section of the Company’s website at investors.jackson.com/financials/statutory-filings.

Certain financial data included in this report consists of statutory accounting principles (“statutory”) financial measures.

These statutory financial measures are included in or derived from the Jackson National Life Insurance Company annual and/or quarterly statements filed with the Michigan Department of Insurance and Financial Services and are available in the investor relations section of the Company’s website at investors.jackson.com/financials/statutory-filings.

We routinely use our investor relations website, at investors.jackson.com , as a primary channel for disclosing key information to our investors.

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as a corporate entity (which we refer to as "JFI" or "Jackson Financial")

Jackson Jackson National Life Insurance Company, our primary operating subsidiary

Jackson Jackson National Life Insurance Company, our primary operating subsidiary (which we refer to as "Jackson National Life" or "Jackson")

Brooke Life Brooke Life Insurance Company, our subsidiary and the direct parent company of Jackson and Brooke Re

Brooke Re Brooke Life Reinsurance Company, a direct subsidiary of Brooke Life, and a Michigan-based captive reinsurer

Hickory Re Hickory Brooke Reinsurance Company, a direct subsidiary of Brooke Re, and a Michigan-based captive reinsurer

Jackson Finance Jackson Finance LLC, our subsidiary

JNAM Jackson National Asset Management LLC, a direct subsidiary of Jackson National Life

PPMH PPM Holdings, Inc., our subsidiary

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Athene Reinsurance Transaction The funds withheld coinsurance agreement with Athene, entered on June 18, 2020, and effective June 1, 2020, to reinsure a 100% quota share of a block of our in-force fixed and fixed index annuity liabilities in exchange for approximately $1.2 billion in ceding commissions

AUM ("Assets under management") Investment assets that are managed by our subsidiaries and includes:

(i) assets managed by PPM, including our investment portfolio (but excluding assets held in funds withheld accounts for reinsurance transactions), (ii) third-party assets (including those owned by our former parent and its affiliates), and (iii) the separate account assets of our retail annuities managed and administered by JNAM

AUM ("Assets under management") Investment assets that are managed by our subsidiaries and include:

(i) assets managed by PPM, including our investment portfolio (but excluding assets held in funds withheld accounts for reinsurance transactions), (ii) third-party assets, and (iii) the separate account assets of our retail annuities managed and administered by JNAM

Item 2 | Management’s Discussion and Analysis | Available Information & Principal Definitions

Benefit base A notional amount (not actual cash value) used to calculate guaranteed benefits within an owner's annuity contract and fees due in respect of those guaranteed benefits.

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CMBS Commercial mortgage-backed securities

Item 2 | Management’s Discussion and Analysis | Available Information & Principal Definitions

DAC ("Deferred acquisition costs") Represent the incremental costs related directly to the successful acquisition of new, and certain renewal, insurance policies and annuity contracts.

The recognition of these costs has been deferred, and the deferred amounts are shown on the balance sheet as an asset, which is amortized over the estimated lives of those policies and contracts.

Deferred tax asset or Deferred tax liability Asset or liability that is recorded for the difference between financial reporting, or book basis, and tax basis of an asset or a liability

Deferred tax asset or Deferred tax liability Asset or liability that is recorded for the difference between financial reporting, or book basis, and the tax basis of an asset or a liability

Fixed Annuity An annuity that guarantees a set annual rate of return with interest at rates we determine, subject to specified minimums.

Credited interest rates are guaranteed not to change for certain limited periods of time, after which rates may reset.

Credited interest rates are guaranteed not to change for certain limited periods of time, after which rates may be reset.

Fixed Index Annuity An annuity with an ability to share in the upside from certain financial markets, such as equity indices, and provides downside protection

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Jackson Financial Inc.

(“Jackson Financial” or “JFI”) along with its subsidiaries (collectively, the “Company,” which also may be referred to as “we,” “our” or “us”), is a financial services company domiciled in the state of Delaware, United States (“U.S.”).

Jackson Financial’s principal operating subsidiary, Jackson National Life Insurance Company ("Jackson"), is licensed to sell group and individual annuity products (including immediate, registered index-linked, fixed index, fixed and variable annuities), and various protection products including whole life, universal life, variable universal life and term life insurance products in all 50 states and the District of Columbia.

We help Americans secure their financial futures.

(“Jackson Financial” or “JFI”), along with its subsidiaries (collectively, the “Company,” which also may be referred to as “we,” “our” or “us”), is a financial services company.

Jackson Financial, domiciled in the state of Delaware, United States (“U.S.”), became an independent public company on September 13, 2021.

Jackson National Life Insurance Company ("Jackson") is licensed to sell group and individual annuity products (including immediate, registered index-linked, deferred fixed, fixed index, fixed and variable annuities), and various protection products, primarily whole life, universal life, variable universal life and term life insurance products, in all 50 states and the District of Columbia.

We help Americans in the U.S.

grow and protect their retirement savings and income to secure their financial future.

We believe that we are uniquely positioned in our markets because of our differentiated products, well-known brand and disciplined risk management.

Our market position is supported by our efficient and scalable operating platform and industry-leading distribution network.

We believe these core strengths enable us to grow profitably as an aging U.S.

We believe these core strengths will enable us to grow profitably as an aging U.S.

population transitions into retirement.

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This Management’s Discussion and Analysis of Financial Condition and Results of Operation highlights selected information and may not contain all the information that is important to current or potential investors in our securities.

You should read this report, including the Condensed Consolidated Financial Statements (Unaudited) and related notes contained in Part I, Item 1 of this report, and our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on February 26, 2025, (the "2024 Annual Report"), in their entirety for a more detailed description of events, trends, uncertainties, risks and critical accounting estimates affecting us.

You should read this report, including the Condensed Consolidated Financial Statements (Unaudited) and related notes contained in Part I, Item 1 of this report, and our 2025 Annual Report , in their entirety for a more detailed description of events, trends, uncertainties, risks and critical accounting estimates affecting us.

We earn revenues predominantly from fee income, spread income resulting from what we earn on investments versus the interest we credit to contract holders, and margins on other insurance products.

Our profitability is dependent on our ability to properly price and manage risk on insurance and annuity products, manage our portfolio of investments effectively, and control costs through expense discipline.

Due to funds withheld reinsurance arrangements, including the Athene Reinsurance Transaction, we hold significant assets whose investment performance accrues to the benefit of the related reinsurer.

Due to funds withheld reinsurance arrangements, including the Athene Reinsurance Transaction, we hold significant assets whose investment performance accrues to the benefit of the applicable third-party reinsurer.

We experience net income volatility because we do not directly use hedging to offset the movement in our U.S.

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The table below presents selected financial and operating measures:

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

(in millions) (in millions)

Three Months Ended March 31,

(in millions, except for percentages)

Net income (loss) attributable to Jackson Financial Inc.

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Adjusted Operating Earnings (1)

433 350 1,159 1,094

Amount of shares repurchased under share repurchase program 192 172

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Jackson Financial Inc.

Net cash provided by operating activities (Parent Company Only) 22 34 27 55

Net cash provided by (used in) operating activities (Parent Company Only) 19 29

Free cash flow (1)

216 278 719 527

Return on Equity ("ROE") Attributable to Common Shareholders (18.9) % (1.5) %

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• Capital Returned to Common Shareholders:

Since January 1, 2025 through September 30, 2025, we have returned $657 million to our common shareholders consisting of $173 million in dividends and $484 million in common share repurchases.

Our capital return target for common shareholders for 2025 is $700-$800 million and we expect full year capital return to exceed the top of this range.

Share repurchases, net of issuances for our share-based compensation, have reduced our outstanding shares of common stock from 73,380,643 at December 31, 2024 to 68,333,010 at September 30, 2025.

Since January 1, 2026 through March 31, 2026, we have returned $257 million to our common shareholders consisting of $65 million in dividends and $192 million in common share repurchases.

Our capital return target for common shareholders for 2026 is $900 million - $1.1 billion.

Our share repurchases, net of issuances for our share-based compensation, were 1,270,434 during the three months ended March 31, 2026.

Additionally, we re-issued 4,715,554 of treasury shares to TPG Inc.

during the three months ended March 31, 2026.

Our outstanding shares of common stock were 70,270,752 at March 31, 2026 and 66,825,632 at December 31, 2025.

See Note 19 of the Notes to Condensed Consolidated Financial Statements for further information on our share repurchases.

• Free Capital Generation and Free Cash Flow:

◦ Our free capital generation during the nine months ended September 30, 2025 exceeded $1 billion, meeting our expectation to exceed $1 billion in 2025, under normal market conditions.

◦ Our free capital generation during the three months ended March 31, 2026 exceeded $270 million.

Free capital generation represents Jackson’s aggregate statutory basis after-tax income from operations, realized gains (losses), unrealized gains (losses), and other surplus adjustments, adjusted for the change in estimated company action level required capital ("CAL") for Jackson calibrated to a 425% risk-based capital ("RBC") ratio.

We expect free capital generation in 2026 to be at or above $1.2 billion, assuming 5% equity market total return and rates following the year-end forward curve.

As explained below under “Liquidity and Capital Resources – Distributions and Dividends,” the payment of dividends or distributions from our capital generation is limited by applicable laws and regulations.

◦ The free cash flow at Jackson Financial (parent company only) was $216 million and $719 million during the three and nine months ended September 30, 2025, respectively, compared to $278 million and $527 million during the three and nine months ended September 30, 2024, respectively.

◦ The free cash flow at Jackson Financial (parent company only) during the three months ended March 31, 2026 was $288 million compared to $213 million during the three months ended March 31, 2025.

Free cash flow is a non-GAAP financial measure calculated as the difference between cash received by Jackson Financial from its subsidiaries less holding company expenses and other, net.

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GAAP measure.

Item 2 | Management’s Discussion and Analysis | Executive Summary

• Brooke Life Reinsurance Company (“Brooke Re”):

During the first quarter of 2024, Jackson entered into a 100% coinsurance with funds withheld reinsurance transaction with Brooke Re with all economics of the transaction effective as of January 1, 2024.

During the first quarter of 2024, Jackson entered into a 100% coinsurance with funds withheld reinsurance transaction with Brooke Re, a Michigan captive insurer, with all economics of the transaction effective as of January 1, 2024.

Jackson and Brooke Re are both direct subsidiaries of Brooke Life Insurance Company ("Brooke Life").

The transaction primarily provides for the cession from Jackson to Brooke Re of liabilities associated with certain guaranteed benefit riders under variable annuity contracts and similar products of Jackson (“market risk benefits”), both in-force on the transaction effective date and written in the future ( i.e.

, on a “flow” basis) as well as related future fees, claims and other benefits, and maintenance expenses in exchange for a ceding commission for the in-force business.

Jackson retains the variable annuity base contract, the annuity contract administration of the ceded business, and responsibility for investment management of the assets in the funds withheld account supporting the ceded liabilities.

Brooke Re recorded a ceding commission of approximately $1.2 billion to Jackson in connection with the execution of the reinsurance transaction.

, on a “flow” basis).

The reinsurance transaction eliminates upon consolidation at JFI.

Holding company liquidity at JFI was not impacted by the transaction.

Brooke Re is a Michigan captive insurer regulated by the Michigan Department of Insurance and Financial Services and created in the first quarter of 2024 for the express purpose of serving as the counterparty to the reinsurance transaction with Jackson described above.

Brooke Re was capitalized with assets contributed from Brooke Life of approximately $1.9 billion originating from Jackson as a return of capital to Brooke Life.

Item 2 | Management’s Discussion and Analysis | Executive Summary

Brooke Re utilizes a modified U.S.

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GAAP approach enable us to largely moderate the impact of the cash surrender value floor on Jackson’s total adjusted capital, statutory required capital, and RBC ratio and enable more efficient economic hedging of the underlying risks of Jackson’s business.

This outcome serves the interests of policyholders by protecting statutory capital through diminished non-economic hedging and related costs.

Overall, this transaction allows us to optimize our hedging, stabilize capital generation, and produce more predictable financial results going forward.

• Long-term Strategic Partnership with TPG Inc.

("TPG") and formation of Hickory Brooke Reinsurance Company (“Hickory Re”):

During the first quarter of 2026, Jackson entered into an agreement providing for a long-term strategic partnership with TPG, combining the strength of Jackson’s annuity product expertise and broad distribution network with TPG’s scaled private credit platform.

The partnership aims to expand Jackson’s spread-based product sales and to provide flexibility for future innovative insurance solutions.

The benefits of this strategic partnership include increased opportunities for new business and earnings diversification, enhanced profitability and greater long-term value for Jackson stakeholders.

Upon the transaction closing on February 11 2026, subsidiaries and affiliates of Jackson Financial and TPG entered into non-exclusive investment management arrangements with a 10-year initial term with automatic 1-year renewals through year 15, subject to various termination provisions, with TPG providing Investment Grade Asset Based Finance and Direct Lending investment capabilities to complement the asset management capabilities of PPM America, Inc.

("PPM"), a Jackson subsidiary.

The partnership is expected to strengthen investment capabilities within Jackson’s general account with a focus on maintaining a well-diversified investment strategy that appropriately balances risk and returns to support annuity product sales in various market environments.

PPM will continue to manage the majority of Jackson’s general account and both Jackson and PPM will retain oversight of Jackson’s investment portfolio.

The combination of PPM and TPG’s complementary investment capabilities is expected to enhance Jackson’s profitability and competitive position.

As part of the closing, TPG Operating Group II, L.P.

("TPG Partnership") acquired an approximate 6.5% equity stake for $500 million in Jackson Financial consisting of 4,715,554 shares of JFI common stock.

Additionally, TPG issued to Jackson Brooke LLC ("JBLLC"), a wholly owned, indirect subsidiary of Jackson Financial, $150 million equity stake in TPG representing 2,279,109 shares of TPG common stock.

Under the terms of the agreement, TPG Partnership and JBLLC have agreed to certain limitations on their ability to divest their respective ownership stakes over time.

During the fourth quarter of 2025, Jackson entered into a reinsurance agreement with Hickory Re, on a quota-share coinsurance basis on certain fixed annuities and fixed index annuities issued by Jackson, including the annuitization of these contracts, with all economics of the transaction effective as of December 1, 2025.

In consideration for the ceded contracts, Jackson transferred to Hickory Re an initial reinsurance premium consisting of assets with a market value equal to the estimated statutory reserve amount of the ceded contracts in the amount of $1.2 billion.

In addition, Hickory Re will reinsure new sales by Jackson of fixed annuities and fixed index annuities.

The reinsurance transaction eliminates upon consolidation at JFI.

Hickory Re, a Michigan captive insurer, was capitalized with a $150 million capital contribution consisting of excess cash from Jackson Financial.

The $500 million received by Jackson Financial from TPG upon closing of the transaction was used to make a further capital contribution to Hickory Re.

Hickory Re has been established to serve as a capital-efficient way to accelerate further sales growth of Jackson’s fixed and fixed index annuity products as we grow our spread-based business.

For regulatory reporting purposes, Hickory Re measures the liabilities for assumed contracts using a modified U.S.

GAAP methodology that is intended to increase alignment between assets and liabilities in response to changes in economic factors.

The combination of these transactions is expected to increase Jackson’s future profitability, general account asset growth and capital generation, supporting growth in free cash flows and capital return to shareholders.

Item 2 | Management’s Discussion and Analysis | Executive Summary

Key Operating Measures

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We believe sales statistics are useful to gaining an understanding of, among other things, the attractiveness of our products, how we can best meet our customers’ needs, evolving industry product trends and the performance of our business from period to period.

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

(in millions)

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(1) Excludes certain internal exchanges.

Higher retail annuity sales for the three months ended March 31, 2026, were primarily due to increased RILA and fixed index annuity sales.

In addition, sales of our institutional products were lower for the three months ended March 31, 2026, reflecting our opportunistic approach to this business, which depends on both the risk-adjusted return on investment opportunities available and the prevailing cost of funding required by purchasers.

Item 2 | Management’s Discussion and Analysis | Key Operating Measures

Higher retail annuity sales for the three and nine months ended September 30, 2025, were primarily due to increased RILA and variable annuity sales.

Sales of our fixed annuities remain strong as PPM America has added capabilities to source higher yielding assets supporting our spread based products.

In addition, sales of our institutional products were higher for the three and nine months ended September 30, 2025, reflecting our opportunistic approach to this business, which depends on both the risk-adjusted return on investment opportunities available and the prevailing cost of funding required by purchasers.

Account Value

Account value ("AV") generally refers to the account value of our variable annuities, RILA, fixed index annuities, fixed annuities, interest sensitive life, and institutional products.

Account value ("AV") generally refers to the account value of our variable annuities, RILA, fixed annuities, fixed index annuities, interest sensitive life, and institutional products.

It reflects the total amount of customer invested assets that have accumulated within a respective product and equals cumulative customer contributions, which includes gross deposits or premiums, plus accrued credited interest plus or minus the impact of equity market movements, as applicable, less withdrawals and various fees.

We believe account value is a useful metric in providing an understanding of, among other things, the sources of potential fee and spread income generation, potential benefit obligations and risk management priorities.

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

(in millions)

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RILA 21,394 20,282

Fixed Index Annuity (1)

Fixed Annuity (1)

Fixed Index Annuity (1)

Total Fixed & Fixed Index Annuity Account Value (1)

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Item 2 | Management’s Discussion and Analysis | Key Operating Measures

Net flows represent the net change in customer account balances during a period, reflecting gross premiums received and surrenders, withdrawals and benefits payments.

Net flows represent the net change in customer account balances during a period, reflecting inflows from gross premiums received and outflows associated with surrenders, withdrawals and benefits payments.

Net flows exclude investment performance, interest credited to customer accounts, transfers between fixed and variable benefits for variable annuities, and policy charges.

We believe net flows is a useful metric in providing an understanding of, among other things, sales, ongoing premiums and deposits, the changes in account value from period to period, sources of potential fee and spread income, and policyholder behavior.

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

(in millions)

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RILA 1,846 1,130

Fixed Index Annuity (1)

58 44 112 103

Fixed Annuity (1)

310 953 804 968

Fixed Index Annuity (1)

Payout Annuity (1)

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Total Closed Life and Annuity Blocks Net Flows (1)

(68) (74) (208) (253)

Total Net Flows $ (3,756) $ (3,665)

(1) Net of reinsurance.

Net flows, net of reinsurance, decreased for the three months ended September 30, 2025, but improved for the nine months ended September 30, 2025, compared to the three and nine months ended September 30, 2024.

The decrease for the three months ended September 30, 2025 was primarily driven by decreased fixed annuity sales, partially offset by increased RILA sales, compared to the prior year quarter.

Improved net flows for the nine months ended September 30, 2025 was primarily driven by increased institutional sales.

Elevated variable annuity surrenders and withdrawals were driven by some mature policies from higher sales years coming out of their surrender charge period, along with higher surrenders as guaranteed benefits are less in the money during times of strong equity market performance.

Net flows, net of reinsurance, decreased for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, driven by lower institutional sales, partially offset by increased RILA and fixed index annuity sales.

Elevated variable annuity surrenders and withdrawals were driven by mature policies from higher sales years coming out of their surrender charge period, along with higher surrenders as guaranteed benefits are less in the money during times of strong equity market performance.

The more recent environment of higher interest rates and attractive annuity alternatives, such as RILA, combined with Jackson’s seasoned “out-of-the-money” book heightens exchange activity for us and the industry.

Item 2 | Management’s Discussion and Analysis | Key Operating Measures

Benefit base refers to a notional amount that represents the value of a customer’s guaranteed benefit and, therefore, may be a different value from the invested assets in a customer’s account value.

Benefit base refers to a notional amount representing the value of a customer’s guaranteed benefit and, therefore, may be a different value from the invested assets in that customer’s account value.

The benefit base may be used to calculate the fees for a customer’s guaranteed benefits within an annuity contract.

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We believe benefit base is a useful metric for our variable annuity policies in providing an understanding of, among other things, fee income generation, potential optional guarantee benefit obligations and risk management priorities.

The following table shows variable annuity account value and benefit base as of September 30, 2025 and December 31, 2024:

September 30, 2025 December 31, 2024

The following table shows variable annuity account value and benefit base as of March 31, 2026 and December 31, 2025:

March 31, 2026 December 31, 2025

Account Value Benefit Base Account Value Benefit Base

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No Living Benefits $ 58,313 N/A $ 60,880 N/A

By Guaranteed Living Benefit:

By Guaranteed Living Benefits:

GMWB for Life 164,023 173,823 174,293 174,976

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Total $ 229,558 $ 153,126 $ 242,757 $ 154,242

(1) Substantially all of our GMIB benefits are reinsured.

(1) Substantially all our GMIB benefits are reinsured.

Assets Under Management

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We believe AUM is a useful metric for understanding, among other things, the sources of our earnings, net investment income and performance of our invested assets, customer directed investments and risk management priorities.

September 30, December 31,

March 31, December 31,

(in millions)

Jackson Invested Assets $ 59,229 $ 58,440

Institutional Invested Assets (including CLOs) 34,809 28,278

Third Party Invested Assets (including CLOs) 35,723 35,294

Total PPM AUM 94,952 93,734

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Sales of RILA, fixed and fixed index annuities, and institutional products, along with a focus on growing its institutional client assets, contributed to the increase in PPM AUM.

The increase in JNAM AUM primarily reflects favorable equity market performance.

The decrease in JNAM AUM primarily reflects unfavorable equity market performance.

Item 2 | Management’s Discussion and Analysis | Macroeconomic, Industry and Regulatory Trends

Macroeconomic, Industry and Regulatory Trends

We discuss a number of trends and uncertainties below that we believe could materially affect our future business performance, including our results of operations, investments, cash flows, and capital and liquidity position.

We highlight several trends and uncertainties below that we believe could materially affect our future business performance, including our results of operations, our investments, our cash flows, and our capital and liquidity position.

Macroeconomic and Financial Market Conditions

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Government actions, including tariffs, sanctions or other barriers to international trade, restructuring of government services, responses to future pandemics, civil unrest, and geographic conflicts, and the effects that these or other government events could have on levels of U.S.

economic activity, could also impact our business through any of their individual impacts on consumers’ behavior, economic activity or on financial markets.

economic activity, could also impact our business through any of their individual impacts on consumers’ behavior or on financial markets.

In the short- to medium-term, increased volatility could pressure sales and reduce demand for our products as consumers consider purchasing alternative products to meet their objectives.

Our financial performance can be adversely affected by market volatility and equity market declines if fees assessed on the account value of our annuities fluctuate, hedging costs increase, or revenues decline due to reduced sales and increased outflows.

Our financial performance can be adversely affected by market volatility and equity market declines if the account values of our annuities against which we assess fees fluctuate, hedging costs increase, or revenues decline due to reduced sales and increased outflows.

Equity Market Environment

Our financial performance is impacted by equity market performance.

• Variable Annuities Fees:

• Variable Annuity Fees:

Fees we earn that are not associated with guaranteed benefits are mainly based on the account value, which increases as equity market levels increase.

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RILA and FIA products feature a crediting rate formulaically linked to the performance of an external equity index.

The interest credited to the policy increases as equity market levels increase.

The interest credited to the contract increases as equity market levels increase.

• Hedge Effectiveness in Face of Volatility:

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• Basis Risk:

We also are exposed to basis risk, which results from our inability to purchase or sell hedge assets whose performance fully correlates to the performance of the funds into which customers allocate their assets.

We make available to customers funds where we believe we can transact in sufficiently correlated hedge assets, yet we anticipate some variance in the performance of our hedge assets and customer funds.

We are exposed to basis risk, which results from our inability to purchase or sell hedge assets whose performance fully correlates to the performance of the funds into which customers allocate their assets.

This variance may result in our hedge assets outperforming or underperforming the customer assets they are intended to match.

This variance may be exacerbated during periods of high volatility, leading to a mismatch in our hedge results relative to our hedge targets, and an adverse effect on our U.S.

This variance may be exacerbated during periods of high volatility, leading to a mismatch in our hedge results relative to our hedge targets, and potentially an adverse effect on our U.S.

GAAP results.

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Interest Rate Environment

Our business and financial performance are affected by periods of rising or falling interest rates and periods of interest rate volatility.

The interest rate environment has affected, and will continue to affect, our business and financial performance for the following reasons:

• Our hedges could be less effective in periods of large directional interest rate movements, or we could experience more frequent or more costly rebalancing in periods of high interest rate volatility.

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If earnings on our investment portfolio decline, those GMICRs may result in net investment spread compression that negatively impacts earnings.

Many of our annuities have GMICRs that reset at contractually specified times after issue, subject to a contractually specified minimum GMICR.

Many of our annuities have GMICRs that reset at contractually specified times after issue, subject to a contractually specified minimum.

In a rising interest rate environment, these GMICRs can increase over time.

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• Periods of rising interest rates impact investment-related activity, including investment income returns, net investment spread results, new money rates, mortgage loan prepayments, and bond redemptions.

Rising interest rates also impact the hedging results of our variable annuity business as the market values of interest rate hedges decline, thereby driving hedging losses.

Further, we expect near-term hedging losses from rising rates may be more than offset by changes in the fair value of the related guaranteed benefit liabilities, which are reduced with an increase in interest rates.

• Interest rate increases also expose us to disintermediation risk, where higher rates make currently sold fixed annuity products more attractive while simultaneously reducing the market value of assets backing our liabilities.

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This in turn decreases the volume of fees we collect based on the account value and increases the value of any guaranteed benefits.

• Increasing interest rates also increase the cash surrender values of some of our RILA.

• Increasing interest rates also increase the cash surrender values of some of our RILAs.

This increases the amount of regulatory reserves that our insurance subsidiaries are required to hold, decreasing regulatory surplus, which could adversely affect our insurance subsidiaries' ability to pay dividends.

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Conversely, as credit spreads tighten, the fair value of our existing investment portfolio generally increases, and the yield available on new investment purchases decreases.

While changing credit spreads impact the fair value of our investment portfolio, this revaluation is generally reflected in our accumulated other comprehensive income, or AOCI.

While changing credit spreads impact the fair value of our investment portfolio, this revaluation is generally reflected in our accumulated other comprehensive income or accumulated other comprehensive income ("AOCI").

The revaluation will impact net income in the cases of realized gains or losses from the sale of securities, changes in fair value of trading securities or securities carried at fair value under the fair value election, or potential changes in the allowance for credit loss ("ACL").

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This in turn decreases the volume of fees we collect based on the account value and increases the value of any guaranteed benefits.

With the execution of the Brooke Re transaction in the first quarter of 2024, we are now able to largely moderate the impact of the cash surrender value floor going forward.

In the past, our statutory total adjusted capital ("TAC") has been negatively impacted by rising equity markets or rising interest rates due to minimum required reserving levels ( i.e.

, the cash surrender value floor) when reserve releases are limited and unable to offset equity or interest rate hedging losses.

The risk-based capital, or RBC, ratio increased or decreased depending on the interaction between movements in TAC and movements in statutory required capital (the company action level, or "CAL”).

See “Recent Events of Note” above for more information regarding Brooke Re.

Consumer Behavior

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We believe our products are well-positioned to meet this increasing consumer demand.

However, consumer behavior may be impacted by increased economic uncertainty, unemployment rates, declining equity markets, significant changes in interest rates and increased volatility of financial markets.

However, consumer behavior may be impacted by increased economic uncertainty, unemployment rates, inflation rates, declining equity markets, significant changes in interest rates and increased volatility of financial markets.

In recent years, we have introduced or reintroduced products, such as RILA or fixed annuities, to better address changes in consumer demand and targeted distribution channels that meet changes in consumer preferences.

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Our ability to respond to changes in regulation and other legislative activity is critical to our long-term financial performance.

T he following regulations could materially impact our business:

Department of Labor Fiduciary Advice Rule

In April 2024, the Department of Labor (the "DOL") revised the definition of “fiduciary” and related Prohibited Transaction Exemptions ("PTE") (the “2024 Fiduciary Advice Rule”), redefining what constitutes fiduciary “investment advice” to Employee Retirement Income Security Act ("ERISA") plans and individual retirement accounts ("IRAs").

See Part I, Business – Regulation – “Federal Initiatives Impacting Insurance Companies – Department of Labor’s Fiduciary Advice Rule” in our 2024 Annual Report for more information regarding the 2024 Fiduciary Advice Rule.” The 2024 Fiduciary Advice Rule is currently being challenged in two separate litigation matters and the DOL has been stayed from enforcing the rule.

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 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.

We continue to analyze the impact of the adopted Fiduciary Advice Rule and, while we cannot predict the final rule’s impact, it could have an adverse effect on sales of annuities through our distribution partners and result in increased compliance costs to Jackson.

T he following items could materially impact our business:

Department of Labor Fiduciary Advice Rule Withdrawn

In April 2024, the Department of Labor (the "DOL") revised the definition of “fiduciary” and related Prohibited Transaction Exemptions ("PTEs") (the “2024 Fiduciary Advice Rule”), redefining what constitutes fiduciary “investment advice” to Employee Retirement Income Security Act ("ERISA") plans and individual retirement accounts ("IRAs").

See Part I, Business – Regulation – “Federal Initiatives Impacting Insurance Companies – Department of Labor’s Fiduciary Advice Rule” in our 2025 Annual Report for more information regarding the 2024 Fiduciary Advice Rule.

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

On March 18, 2026, the DOL officially withdrew the 2024 Fiduciary Advice Rule after the courts vacated the 2024 Fiduciary Advice Rule in each litigation matter.

Effectively, the withdrawal restored the pre-amendment versions of the PTEs and reinstated the DOL’s 1975 regulation providing that a person will be deemed an investment advice fiduciary if all elements of a five-part test are met.

Legislative Reforms

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Changes to individual income tax rates and other elements of tax policy can make the tax deferral aspects of our products more or less attractive to consumers, affecting demand for our products.

Item 2 | Management’s Discussion and Analysis | Non-GAAP Financial Measures

Non-GAAP Financial Measures

7 unchanged sentences

These non-GAAP financial measures should not be viewed as substitutes for the most directly comparable financial measures calculated in accordance with U.S.

Item 2 | Management’s Discussion and Analysis | Non-GAAP Financial Measures

Adjusted Operating Earnings

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(ii) net gains (losses) on hedging instruments which includes:

(a) changes in the fair value of freestanding derivatives, and related commissions and expenses, used to manage the risk associated with market risk benefits and other guaranteed benefit features, excluding earned income from periodic settlements and changes in settlement accruals on cross-currency swaps;

and (b) investment income and change in fair value of certain non-derivative assets used to manage the risk associated with market risk benefits and other guaranteed benefit features;

and (iii) the movements in reserves, market risk benefits, guaranteed benefit features accounted for as embedded derivative instruments, and related claims and benefit payments (excluding impacts of actuarial assumption updates and model enhancements).

(a) changes in the fair value of freestanding derivatives, and related commissions and expenses, used to manage the risk associated with market risk benefits and other benefit features, excluding earned income from periodic settlements and changes in settlement accruals on cross-currency swaps;

and (b) investment income and change in fair value of certain non-derivative assets used to manage the risk associated with market risk benefits and other benefit features;

and (iii) the movements in reserves, market risk benefits, benefit features accounted for as embedded derivative instruments adjusted to exclude the cost of hedging for certain indexed annuity products, and related claims and benefit payments (excluding impacts of actuarial assumption updates and model enhancements).

We believe excluding these items removes the impact to both revenue and related expenses associated with Net Hedging Results.

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and (ii) net investment income on funds withheld assets related to funds withheld reinsurance transactions.

Item 2 | Management’s Discussion and Analysis | Non-GAAP Financial Measures

Other Items :

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above), excluding earned income from periodic settlements and changes in settlement accruals on cross-currency swaps;

and (iii) one-time or other non-recurring items.

Operating income taxes are calculated using the prevailing corporate federal income tax rate of 21% while taking into account any items recognized differently in our financial statements and federal income tax returns, including the dividends received deduction and other tax credits.

(iii) investment income (loss) related to mark-to-market on TPG shares, which are subject to certain sales restrictions;

and (iv) one-time or other non-recurring items.

Operating income taxes are calculated using the prevailing corporate federal income tax rate of 21% while considering any items recognized differently in our financial statements and federal income tax returns, including the dividends received deduction and other tax credits.

For interim reporting periods, the Company uses an estimated annual effective tax rate (“ETR”) in computing its tax provision including consideration of discrete items.

Item 2 | Management’s Discussion and Analysis | Non-GAAP Financial Measures

The following is a reconciliation of Adjusted Operating Earnings to net income (loss) attributable to Jackson Financial common shareholders, the most comparable U.S.

GAAP measure.

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

(in millions)

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Adjusted Book Value Attributable to Common Shareholders excludes Preferred Stock and AOCI attributable to Jackson Financial, which does not include AOCI arising from investments held within the funds withheld account related to the Athene Reinsurance Transaction.

Item 2 | Management’s Discussion and Analysis | Non-GAAP Financial Measures

We exclude AOCI attributable to Jackson Financial from Adjusted Book Value Attributable to Common Shareholders because our invested assets are generally invested to closely match the duration of our liabilities, which are longer duration in nature, and therefore we believe period-to-period fair market value fluctuations in AOCI to be inconsistent with this objective.

3 unchanged sentences

However, we believe the adjustments to equity and earnings are useful to gaining an understanding of our overall results of operations.

Item 2 | Management’s Discussion and Analysis | Non-GAAP Financial Measures

The following is a reconciliation of Adjusted Book Value Attributable to Common Shareholders to total shareholders’ equity and a comparison of Adjusted Operating ROE Attributable to Common Shareholders to ROE Attributable to Common Shareholders, the most comparable U.S.

GAAP measure:

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

(in millions)

Three Months Ended March 31,

(in millions, except percentages)

Net income (loss) attributable to Jackson Financial Inc.

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Exclude AOCI attributable to Jackson Financial Inc.

1,341 1,047 1,341 1,047

Adjusted Book Value Attributable to Common Shareholders $ 10,372 $ 11,024

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Adjusted Operating ROE Attributable to Common Shareholders on average equity 13.8 % 13.6 %

(1) Excludes $(1,268) million and $(1,336) million related to the investments held within the funds withheld account related to the Athene Reinsurance Transaction as of September 30, 2025 and 2024, respectively, which are not attributable to Jackson Financial Inc.

(1) Excludes $(1,319) million and $(1,463) million related to the investments held within the funds withheld account related to the Athene Reinsurance Transaction as of March 31, 2026 and 2025, respectively, which are not attributable to Jackson Financial Inc.

and are therefore not included as an adjustment to total shareholders’ equity in the reconciliation of Adjusted Book Value Attributable to Common Shareholders to total shareholders’ equity.

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(Parent Company only) net cash provided by (used in) operating activities less preferred stock dividends and capital contributions to PPM or other subsidiaries, plus the return of capital from subsidiaries.

Free cash flow should not be used as a substitute for Jackson Financial’s net cash provided by (used in) operating activities calculated in accordance with U.S.

Free cash flow should not be used as a substitute for Jackson Financial’s (Parent Company only) net cash provided by (used in) operating activities calculated in accordance with U.S.

However, we believe these adjustments are useful to gaining an understanding of our overall available cash flow at Jackson Financial for return of capital to common shareholders and other corporate initiatives.

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

(in millions)

Dividends and distributions to parent (1)

$ 250 $ 300 $ 815 $ 595

Issuance of treasury stock to TPG 500 —

Capital contributed to Hickory Re (500) —

Jackson Financial expenses and other, net (37) (27)

Free Cash Flow $ 288 $ 213

(1) Cash distributed to Jackson Financial includes cash dividends and distributions of $205 million and $725 million and interest payments on surplus notes of $45 million and $90 million to Jackson Financial from its subsidiaries for the three and nine months ended September 30, 2025, respectively, and includes cash dividends and distributions of $255 million and $505 million and interest payments on surplus notes of $45 million and $90 million to JFI from its subsidiaries for the three and nine months ended September 30, 2024, respectively.

The following is a reconciliation of Jackson Financial net cash provided by operating activities (Parent Company only), the most comparable U.S.

(1) Cash distributed to Jackson Financial includes cash dividends and distributions of $280 million and interest payments on surplus notes of $45 million to Jackson Financial from its subsidiaries for the three months ended March 31, 2026, and includes cash dividends and distributions of $195 million and interest payments on surplus notes of $45 million to JFI from its subsidiaries for the three months ended March 31, 2025.

The following is a reconciliation of Jackson Financial, Inc.

net cash provided by (used in) operating activities (Parent Company only), the most comparable U.S.

GAAP measure, to Free Cash Flow:

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

(in millions)

Jackson Financial Inc.

Net cash provided by operating activities (Parent Company Only) $ 22 $ 34 $ 27 $ 55

Net cash provided by (used in) operating activities (Parent Company Only) $ 19 $ 29

Adjustments from net cash provided by operating activities to free cash flow:

Issuance of treasury stock to TPG 500 —

Capital distributions from subsidiaries 280 195

Capital contributed to subsidiaries (500) —

Dividends on preferred stock (11) (11)

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Free Cash Flow Comprised of:

Issuance of treasury stock to TPG $ 500 $ —

Capital distributions from subsidiaries 280 195

Interest on surplus note from subsidiary 45 45 90 90

Interest on surplus notes from subsidiary 45 45

Cash distributed to Jackson Financial 825 240

Capital contributed to Hickory Re (500) —

Parent company expenses (29) (28)

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The information contained in the table below should be read in conjunction with our Condensed Consolidated Financial Statements and the related notes elsewhere in this report:

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

(in millions)

25 unchanged sentences

Net income (loss) attributable to Jackson Financial Inc.

76 (469) 231 601

Dividends on preferred stock 11 11

2 unchanged sentences

Item 2 | Management’s Discussion and Analysis | Consolidated Results of Operations

Three Months Ended September 30, 2025 compared to Three Months Ended September 30, 2024

Three Months Ended March 31, 2026 compared to Three Months Ended March 31, 2025

Pretax Income (Loss)

Our pretax income (loss) increased by $651 million to $72 million for the three months ended September 30, 2025, from $(579) million for the three months ended September 30, 2024, primarily due to:

• $1,398 million favorable movements in market risk benefits (gains) losses, largely due to less unfavorable movements in interest rates during the three months ended September 30, 2025, compared to the prior year;

• $130 million increase in net investment income as a result of higher income on bonds and higher income on limited partnerships, which are recorded on a one quarter lag, partially offset by lower income on funds withheld assets during the three months ended September 30, 2025;

• $28 million decrease in operating costs and other expenses, net of deferrals, primarily due to lower incentive and deferred compensation expenses during the three months ended September 30, 2025, partially offset by higher asset-based non-deferrable commissions, due to higher account values in the current quarter.

These movements were partially offset by:

Our pretax income (loss) decreased by $383 million to $(400) million for the three months ended March 31, 2026, from $(17) million for the three months ended March 31, 2025, primarily due to:

• $831 million unfavorable change in total net gains (losses) on derivatives and investments as discussed below:

Three Months Ended September 30,

Three Months Ended March 31,

2026 2025 Variance

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◦ Volumes of freestanding derivatives can vary significantly period over period and movements in those derivatives are subject to interest rate or market movements.

The movements in interest rate hedges during the three months ended September 30, 2025 reflected relatively stable interest rates whereas the movements in interest rate hedges during the three months ended September 30, 2024 were primarily driven by a decrease in interest rates.

The movements in equity hedges during the three months ended September 30, 2025 were primarily driven by larger increases in equity markets compared to smaller increases during the three months ended September 30, 2024;

◦ Embedded derivative movements were unfavorable largely due to equity market increase impacts on our growing RILA block during the three months ended September 30, 2025, compared to the prior year.

The movements in interest rate hedges during the three months ended March 31, 2026 reflected a slight increase in interest rates whereas the movements in interest rate hedges during the three months ended March 31, 2025 were primarily driven by a decrease in interest rates.

The movements in equity hedges were primarily driven by losses on longer duration futures for the three months ended March 31, 2026.

These movements were partially offset by:

◦ Lower losses recognized on funds withheld reinsurance were driven by the impact of relatively stable interest rates impacting the value of the embedded derivative during the three months ended September 30, 2025, compared to a decrease in interest rates during the three months ended September 30, 2024.

• $38 million increase in interest credited on other contract holder funds, net of deferrals and amortization, primarily due to higher average institutional account balances during the three months ended September 30, 2025, compared to the prior year;

• $34 million increase in death, other policy benefits, and change in policy reserves, net of (gain) loss from updating future policy benefits cash flow assumptions, primarily due to changes in mortality and higher other policyholder benefits during the three months ended September 30, 2025, compared to the prior year.

◦ Embedded derivative movements were favorable largely due to equity market decrease impacts on our growing RILA block during the three months ended March 31, 2026, compared to the prior year;

◦ Lower losses recognized on funds withheld reinsurance were driven by a slight increase in interest rates impacting the value of the embedded derivative during the three months ended March 31, 2026, compared to a decrease in interest rates during the three months ended March 31, 2025.

• $58 million increase in operating costs and other expenses, net of deferrals, primarily due to higher incentive and deferred compensation expenses during the three months ended March 31, 2026, and higher other commissions, net of deferrals, driven by increased RILA and fixed index annuity sales compared to the prior year;

• $27 million increase in interest credited on other contract holder funds, net of deferrals and amortization, primarily due to higher average institutional account balances and increased retail new business during the three months ended March 31, 2026, compared to the prior year;

• $20 million increase in death, other policy benefits, and change in policy reserves, net of (gain) loss from updating future policy benefits cash flow assumptions, driven by higher death claim benefits due to the implementation of enhanced processes and data sources for identifying deceased policyholders during the three months ended March 31, 2026, compared to the prior year;

• $15 million decrease in net investment income as a result of lower income on equity securities and lower income on limited partnerships, which are recorded on a one quarter lag, partially offset by higher income on bonds and lower investment expenses during the three months ended March 31, 2026.

Item 2 | Management’s Discussion and Analysis | Consolidated Results of Operations

Income tax expense increased $94 million reflecting a reduction in benefit to $19 million for the three months ended September 30, 2025, from a benefit of $113 million for the three months ended September 30, 2024.

The provision for income tax in the current period led to an effective income tax rate ("ETR") of (32)% for the three months ended September 30, 2025, compared to the ETR of 19% for the three months ended September 30, 2024.

The change in the ETR during the three months ended September 30, 2025, compared to the three months ended September 30, 2024 was due to the relationship of the taxable income to the consolidated pre-tax income (loss), valuation allowance, the variance of the impact of tax adjustments related to prior year returns between those recorded in the current quarter compared to those recognized in the third quarter of 2024 and the benefit of IRS refund interest on carryback claims and amended returns.

The ETR, excluding significant unusual or infrequently occurring items, differs from the statutory rate of 21% primarily due to the dividends received deduction, utilization of foreign tax credits and valuation allowance.

See Note 15 - Income Taxes of the Notes to Consolidated Financial Statements in our 2024 Annual Report and Note 15 - Income Taxes of the Notes to Condensed Consolidated Financial Statements in this report for more information.

Nine Months Ended September 30, 2025 compared to Nine Months Ended September 30, 2024

Pretax Income (Loss)

Our pretax income (loss) decreased by $398 million to $244 million for the nine months ended September 30, 2025, from $642 million for the nine months ended September 30, 2024, primarily due to:

• $1,879 million in unfavorable movements in market risk benefits (gains) losses, net, primarily due to less favorable movements in interest rates and fund performance as well as unfavorable equity volatility movements in 2025, compared to the prior year;

• $135 million increase in death, other policy benefits, and change in policy reserves, net of (gain) loss from updating future policy benefits cash flow assumptions, primarily due to changes in mortality and higher other policyholder benefits;

• $85 million decrease in fee income primarily due to decreases in benefit-based guarantee fee income during 2025, and decreases in variable fee income due to market volatility in the second quarter of 2025, which resulted in lower average separate account values during that quarter, compared to the prior year;

• $75 million increase in interest credited on contract holder funds, net of deferrals and amortization, primarily due to higher average institutional account balances in 2025 and fixed annuity and RILA new business, compared to the prior year.

These movements were partially offset by:

• $1,588 million improvement in total net gains (losses) on derivatives and investments as discussed below:

Nine Months Ended September 30,

2025 2024 Variance

(in millions)

Net gains (losses) excluding derivatives and funds withheld assets $ (111) $ (82) $ (29)

Net gains (losses) on freestanding derivatives (829) (3,087) 2,258

Net gains (losses) on embedded derivatives (excluding funds withheld reinsurance) (1,709) (963) (746)

Net gains (losses) on derivative instruments (2,538) (4,050) 1,512

Net gains (losses) on funds withheld reinsurance (1,094) (1,199) 105

Total net gains (losses) on derivatives and investments $ (3,743) $ (5,331) $ 1,588

Item 2 | Management’s Discussion and Analysis | Consolidated Results of Operations

◦ Volumes of freestanding derivatives can vary significantly period over period and movements in those derivatives are subject to interest rate or market movements.

The movements in interest rate hedges during the nine months ended September 30, 2025 were primarily driven by a greater decrease in interest rates in the current year than during the prior year.

The movements in equity hedges during the nine months ended September 30, 2025 were primarily driven by smaller increases in equity markets compared to larger increases in equity markets during the nine months ended September 30, 2024;

◦ Embedded derivative movements were unfavorable largely due to equity market increase impacts on our growing RILA block, compared to the prior year.

• $121 million increase in net investment income as a result of higher income on bonds, lower expenses, and higher income on limited partnerships, which are recorded on a one quarter lag, partially offset by lower income on funds withheld assets during the nine months ended September 30, 2025;

• $33 million decrease in operating costs and other expenses, net of deferrals, primarily due to lower incentive and deferred compensation expenses during the nine months ended September 30, 2025, partially offset by higher other commissions expenses, net of deferrals, driven by higher retail sales, compared to prior year.

Income tax expense decreased $38 million, as reflected in a benefit of $14 million for the nine months ended September 30, 2025, from an expense of $24 million for the nine months ended September 30, 2024.

The provision for income tax in the current period led to an effective tax rate (“ETR”) of (6)% for the nine months ended September 30, 2025 compared to an ETR of 4% the nine months ended September 30, 2024.

The change in the ETR during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 was due to the relationship of the taxable income to the consolidated pre-tax income (loss), valuation allowance, the variance of the impact of tax adjustments related to prior year returns between those recorded in the current year compared to those recognized in 2024, and the benefit of IRS refund interest on carryback claims and amended returns.

• $576 million favorable movements in market risk benefits (gains) losses, largely due to the effects of increased interest rates, partially offset by the effects of negative fund performance and increases in volatility during the three months ended March 31, 2026, compared to the prior year.

Income tax expense increased $19 million reflecting an increase in expense to $20 million for the three months ended March 31, 2026, from an expense of $1 million for the three months ended March 31, 2025.

The provision for income tax in the current period led to an effective income tax rate ("ETR") of (5)% for the three months ended March 31, 2026, compared to the ETR of (6)% for the three months ended March 31, 2025.

The ETR, excluding significant unusual or infrequently occurring items, differs from the statutory rate of 21% primarily due to the dividends received deduction and utilization of foreign tax credits.

See Note 15 - Income Taxes of the Notes to Consolidated Financial Statements in our 2025 Annual Report and Note 15 - Income Taxes of the Notes to Condensed Consolidated Financial Statements in this report for more information.

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Also, s ee Note 3 - Segment Information of the Notes to Condensed Consolidated Financial Statements for further information regarding the calculation of pretax adjusted operating earnings:

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

(in millions)

19 unchanged sentences

Pretax income (loss) attributable to Jackson Financial Inc.

57 (582) 217 625

Income tax expense (benefit) 20 1

Net income (loss) attributable to Jackson Financial Inc.

76 (469) 231 601

Dividends on preferred stock 11 11

5 unchanged sentences

The information contained in the table below should be read in conjunction with our Condensed Consolidated Financial Statements and the related notes appearing elsewhere in this report:

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

(in millions)

9 unchanged sentences

(Gain) loss from updating future policy benefits cash flow assumptions, net (1) (3)

Interest credited on other contract holder funds, net of deferrals and amortization 109 88 304 260

Interest credited 118 94

Interest expense 6 6

8 unchanged sentences

The following table summarizes a roll-forward of activity affecting account value for our Retail Annuities segment for the periods indicated:

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

(in millions)

2 unchanged sentences

Premiums and deposits (1)

5,408 5,310 13,917 13,299

Surrenders, withdrawals, and benefits (1)

10 unchanged sentences

Item 2 | Management’s Discussion and Analysis | Segment Results of Operations

Three Months Ended September 30, 2025 compared to Three Months Ended September 30, 2024

Three Months Ended March 31, 2026 compared to Three Months Ended March 31, 2025

Pretax Adjusted Operating Earnings

Pretax adjusted operating earnings increased $36 million to $494 million for the three months ended September 30, 2025, from $458 million for the three months ended September 30, 2024, primarily due to:

• $16 million increase in fee income attributable to higher average separate account values during the three months ended September 30, 2025, compared to the prior year;

Pretax adjusted operating earnings increased $48 million to $468 million for the three months ended March 31, 2026, from $420 million for the three months ended March 31, 2025, primarily due to:

• $109 million increase in spread income due to $133 million higher investment income, partially offset by $24 million higher interest credited on contract holder funds, compared to the prior year.

Investment income was driven by higher debt securities income primarily due to higher invested asset balances.

Increased interest credited on contract holder funds was primarily due to higher fixed annuity and RILA new business.

Nine Months Ended September 30, 2025 compared to Nine Months Ended September 30, 2024

Pretax Adjusted Operating Earnings

Pretax adjusted operating earnings decreased $11 million to $1,331 million for the nine months ended September 30, 2025, from $1,342 million for the nine months ended September 30, 2024, primarily due to:

• $49 million increase in death, other policy benefits, and change in policy reserves, net of (gain) loss from updating future policy benefits cash flow assumptions, primarily attributable to higher other policyholder benefits during the nine months ended September 30, 2025;

• $15 million increase in commissions and general expenses, net of deferrals, reflecting higher other commissions expenses, net of deferrals, of $17 million during the nine months ended September 30, 2025, driven by higher retail sales compared to prior year;

• $15 million decrease in fee income primarily due to market volatility in the second quarter of 2025 which resulted in lower average separate account values during that quarter, compared to the prior year.

The increase in investment income was primarily driven by higher debt securities income related primarily to higher invested asset balances.

Higher interest credited on contract holder funds was primarily due to increased RILA, fixed index annuity, and fixed annuity new business, compared to prior year;

• $16 million increase in fee income attributable to higher average separate account values during the three months ended March 31, 2026, compared to the prior year.

These movements were partially offset by:

• $79 million increase in spread income primarily due to $123 million higher investment income and $44 million higher interest credited on contract holder funds compared to the prior year period.

Investment income was driven by higher debt securities income primarily due to higher invested asset balances.

Increased interest credited on contract holder funds was primarily due to higher fixed annuity and RILA new business.

• $51 million increase in commissions and general expenses, net of deferrals, reflecting higher general expenses of $32 million, primarily driven by higher incentive compensation, and higher other commissions, net of deferrals, of $12 million, reflecting higher RILA and fixed index annuity sales during the three months ended March 31, 2026 compared to the prior year.

Account Value

Retail annuities account value, net of reinsurance, increased $12 billion over the prior year period primarily due to positive variable annuity separate account returns driven by favorable market performance in 2025, as well as positive RILA and fixed annuity net flows over the period.

Item 2 | Management’s Discussion and Analysis | Segment Results of Operations

Retail Annuities account value, net of reinsurance, increased $16 billion over the prior year period primarily due to positive variable annuity separate account returns driven by favorable market performance during 2025, as well as positive RILA and fixed index annuity net flows over the last year, partially offset by unfavorable market performance in 2026.

Institutional Products

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The information contained in the table below should be read in conjunction with our Condensed Consolidated Financial Statements and the related notes appearing elsewhere in this report:

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

(in millions)

4 unchanged sentences

Operating Benefits and Expenses

Interest credited on other contract holder funds, net of deferrals and amortization 116 83 317 252

Interest credited 114 97

General and administrative expenses 1 1

1 unchanged sentence

Pretax Adjusted Operating Earnings $ 28 $ 18

Item 2 | Management’s Discussion and Analysis | Segment Results of Operations

The following table summarizes a roll-forward of activity affecting account value for our Institutional Products segment for the periods indicated:

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

(in millions)

6 unchanged sentences

Policy charges and other (1)

(40) 48 556 (13)

Balance as of end of period $ 11,141 $ 9,262

1 unchanged sentence

See Note 10 - Other Contract Holder Funds in the Notes to Condensed Consolidated Financial Statements elsewhere in this report for information regarding FABCP funding agreements.

Three Months Ended September 30, 2025 compared to Three Months Ended September 30, 2024

Pretax Adjusted Operating Earnings

Pretax adjusted operating earnings increased $14 million to $31 million for the three months ended September 30, 2025, from $17 million for the three months ended September 30, 2024, reflecting a $14 million increase in spread income primarily due to a $47 million increase in investment income, due to higher invested asset balances, partially offset by a $33 million increase in interest credited on contract holder funds, due to increased account values.

Item 2 | Management’s Discussion and Analysis | Segment Results of Operations

Nine Months Ended September 30, 2025 compared to Nine Months Ended September 30, 2024

Three Months Ended March 31, 2026 compared to Three Months Ended March 31, 2025

Pretax Adjusted Operating Earnings

Pretax adjusted operating earnings decreased $9 million to $68 million for the nine months ended September 30, 2025, from $77 million for the nine months ended September 30, 2024, reflecting an $8 million decrease in spread income primarily due to a $65 million increase in interest credited on contract holder funds, due to increased account values, partially offset by a $57 million increase in investment income, due to higher invested asset balances.

Pretax adjusted operating earnings increased $10 million to $28 million for the three months ended March 31, 2026, from $18 million for the three months ended March 31, 2025, reflecting a $10 million increase in spread income primarily due to a $27 million increase in investment income, due to higher invested asset balances, partially offset by a $17 million increase in interest credited on contract holder funds, due to increased account values.

Account Value

Institutional product account value increased from $7,929 million at September 30, 2024, to $10,877 million at September 30, 2025.

The increase in account value was primarily driven by an increased amount of FABN funding agreements and FABCP funding agreement in 2025.

Institutional Product account value increased from $9,262 million at March 31, 2025, to $11,141 million at March 31, 2026.

The increase in account value was primarily driven by an increased amount of FABN funding agreements and FABCP funding agreement s, compared to the prior year.

See Note 10 - Other Contract Holder Funds in the Notes to Condensed Consolidated Financial Statements elsewhere in this report for information regarding FABN and FABCP funding agreements.

Item 2 | Management’s Discussion and Analysis | Segment Results of Operations

Closed Life and Annuity Blocks

1 unchanged sentence

The information contained in the table below should be read in conjunction with our Condensed Consolidated Financial Statements and the related notes appearing elsewhere in this report:

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

(in millions)

9 unchanged sentences

(Gain) loss from updating future policy benefits cash flow assumptions, net 16 14

Interest credited on other contract holder funds, net of deferrals and amortization 88 104 275 309

Interest credited 86 97

Other commission expenses 7 9

4 unchanged sentences

Pretax Adjusted Operating Earnings $ (29) $ 28

Item 2 | Management’s Discussion and Analysis | Segment Results of Operations

Three Months Ended September 30, 2025 compared to Three Months Ended September 30, 2024

Pretax Adjusted Operating Earnings

Pretax adjusted operating earnings increased $8 million to $15 million for the three months ended September 30, 2025, from $7 million for the three months ended September 30, 2024, primarily due to:

• $50 million increase in spread income due to a $34 million increase in net investment income driven by higher income on limited partnerships, which are recorded on a one quarter lag, and a $16 million decrease in interest credited on other contract holder funds, net of deferrals and amortization, resulting from the continued run off of the closed block of life business.

These movements were partially offset by:

Nine Months Ended September 30, 2025 compared to Nine Months Ended September 30, 2024

Three Months Ended March 31, 2026 compared to Three Months Ended March 31, 2025

Pretax Adjusted Operating Earnings

Pretax adjusted operating earnings increased $4 million to $65 million for the nine months ended September 30, 2025, from $61 million for the nine months ended September 30, 2024, primarily due to:

• $105 million increase in spread income due to a $71 million increase in net investment income driven by higher income on limited partnerships, which are recorded on a one quarter lag, and a $34 million decrease in interest credited on contract holder funds, net of deferrals and amortization, resulting from the continued run off of the closed block of life business.

These movements were partially offset by:

• $73 million increase in death, other policy benefits, and change in policy reserves, net of (gain) loss from updating future policy benefits cash flow assumptions, primarily due to changes in mortality, partially offset by lower other policyholder benefits;

• $16 million decrease in fee income resulting from the continued run off of the closed block of life business.

Pretax adjusted operating earnings decreased $57 million to $(29) million for the three months ended March 31, 2026, from $28 million for the three months ended March 31, 2025, primarily due to:

• $30 million decrease in spread income due to a $41 million decrease in net investment income driven by lower income on limited partnerships, which are recorded on a one quarter lag, partially offset by an $11 million decrease in interest credited on other contract holder funds, net of deferrals and amortization, resulting from the continued run off of the closed block of life business;

• $19 million increase in death, other policy benefits, and change in policy reserves, net of (gain) loss from updating future policy benefits cash flow assumptions, driven by higher death claim benefits due to the implementation of enhanced processes and data sources for identifying deceased policyholders.

Item 2 | Management’s Discussion and Analysis | Segment Results of Operations

3 unchanged sentences

The information contained in the table below should be read in conjunction with our Condensed Consolidated Financial Statements and the related notes appearing elsewhere in this report:

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

(in millions)

11 unchanged sentences

Pretax Adjusted Operating Earnings $ (37) $ (24)

Three Months Ended September 30, 2025 compared to Three Months Ended September 30, 2024

Pretax Adjusted Operating Earnings

Pretax adjusted operating earnings improved $36 million to $(35) million for the three months ended September 30, 2025, from $(71) million for the three months ended September 30, 2024, primarily driven by a $25 million decrease in general and administrative expenses, due to lower incentive and deferred compensation expenses during the three months ended September 30, 2025, and a $9 million increase in net investment income.

Nine Months Ended September 30, 2025 compared to Nine Months Ended September 30, 2024

Three Months Ended March 31, 2026 compared to Three Months Ended March 31, 2025

Pretax Adjusted Operating Earnings

Pretax adjusted operating earnings improved $96 million to $(111) million for the nine months ended September 30, 2025, from $(207) million for the nine months ended September 30, 2024, primarily driven by a $46 million decrease in general and administrative expenses, due to lower incentive and deferred compensation expenses, a $28 million increase in other income primarily due to a one-time reinsurance related adjustment in 2024, and a $25 million increase in net investment income.

Pretax adjusted operating earnings decreased $13 million to $(37) million for the three months ended March 31, 2026, from $(24) million for the three months ended March 31, 2025, primarily driven by an $8 million increase in general and administrative expenses, due to higher deferred compensation expenses during the three months ended March 31, 2026.

Item 2 | Management’s Discussion and Analysis | Investments

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See Note 8 - Reinsurance of the Notes to Condensed Consolidated Financial Statements for further details .

We may also use other third-party investment managers for certain niche asset classes.

As of September 30, 2025, Apollo managed $12.0 billion of cash and investments and other third-party investment managers managed approximately $301 million of investments.

We use other third-party investment managers for certain niche asset classes.

As of March 31, 2026, Apollo managed $11.1 billion of cash and investments and other third-party investment managers managed approximately $599 million of investments.

Our Investment Committee has specified a target strategic asset allocation (“SAA”) that is designed to deliver the highest expected return within a defined risk tolerance while meeting other important objectives such as those mentioned in the second preceding paragraph.

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The following table summarizes the carrying values of our investments:

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Investments excluding Funds Withheld Funds Withheld Total Investments excluding Funds Withheld Funds Withheld Total

9 unchanged sentences

Total investments $ 56,996 $ 14,017 $ 71,013 $ 54,510 $ 14,723 $ 69,233

Available-for-sale debt securities increased to $46,087 million at September 30, 2025, from $40,289 million at December 31, 2024.

The amortized cost of available-for-sale debt securities increased to $49,228 million as of September 30, 2025, from $44,976 million as of December 31, 2024.

Further, net unrealized losses, after adjusting for allowance for credit loss, were $3,130 million as of September 30, 2025, compared to $4,679 million as of December 31, 2024.

Available-for-sale debt securities increased to $48,597 million at March 31, 2026, from $47,321 million at December 31, 2025.

The amortized cost of available-for-sale debt securities increased to $52,356 million as of March 31, 2026, from $50,491 million as of December 31, 2025.

Further, net unrealized losses, after adjusting for allowance for credit loss, were $3,742 million as of March 31, 2026, compared to $3,159 million as of December 31, 2025.

Other Invested Assets

Other invested assets increased to $3,049 million at September 30, 2025 from $2,864 million at December 31, 2024 .

Other invested assets increased to $3,246 million at March 31, 2026 from $3,185 million at December 31, 2025 .

Item 2 | Management’s Discussion and Analysis | Investments

Debt Securities

At September 30, 2025 and December 31, 2024, the amortized cost, allowance for credit loss, gross unrealized gains and losses, and fair value of debt securities, including trading securities and securities carried at fair value under the fair value option, were as follows (in millions):

September 30, 2025 Amortized

At March 31, 2026 and December 31, 2025, the amortized cost, allowance for credit loss, gross unrealized gains and losses, and fair value of debt securities, including trading securities and securities carried at fair value under the fair value option, were as follows (in millions):

March 31, 2026 Amortized

Cost Allowance for Credit Loss Gross

57 unchanged sentences

The following table summarizes our holdings:

September 30, December 31,

March 31, December 31,

(in millions)

4 unchanged sentences

Mortgage Loans

At September 30, 2025, commercial mortgage loans were collateralized by properties located in 34 states, the District of Columbia, and Europe.

At March 31, 2026, commercial mortgage loans were collateralized by properties located in 36 states, the District of Columbia, and Europe.

Residential mortgage loans were collateralized by properties located in 49 states, the District of Columbia, Mexico, and Europe.

1 unchanged sentence

The table below presents the carrying value, net of allowance for credit loss, of our mortgage loans by property type:

September 30, December 31,

March 31, December 31,

(in millions)

9 unchanged sentences

Total with ACL $ 10,444 $ 10,211

(1) At September 30, 2025 and December 31, 2024, a llowance for credit losses included $121 million and $116 million, respectively, for commercial loans and $22 million and $5 million, respectively, for residential loans.

(1) At March 31, 2026 and December 31, 2025, a llowance for credit losses included $137 million and $117 million, respectively, for commercial loans and $22 million and $16 million, respectively, for residential loans.

The table below presents the carrying value, net of allowance for credit loss, of our mortgage loans by region:

September 30, December 31,

March 31, December 31,

(in millions)

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The following table provides information about the credit quality of our mortgage loans:

September 30, December 31,

March 31, December 31,

(in millions)

11 unchanged sentences

Total mortgage loans $ 10,444 $ 10,211

(1) At September 30, 2025 and December 31, 2024, includes $22 million and $24 million, respectively, of loans 30-89 days past due and $16 million and $24 million, respectively, of loans 90 days or greater past due and supported with insurance or other guarantees provided by various governmental programs.

(1) At March 31, 2026 and December 31, 2025, includes $15 million and $19 million, respectively, of loans 30-89 days past due and $21 million and $16 million, respectively, of loans 90 days or greater past due and supported with insurance or other guarantees provided by various governmental programs.

The following table provides a summary of the allowance for credit losses related to our mortgage loans:

September 30,

(in millions)

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Delinquency status is determined from the date of the first missed contractual payment.

Accrued interest amounting to $2 million and $1 million were written off as of September 30, 2025 and 2024, respectively, relating to loans that were greater than 90 days delinquent or in the process of foreclosure.

No accrued interest was written off as of March 31, 2026 and 2025, relating to loans that were greater than 90 days delinquent or in the process of foreclosure.

The following table provides information about our impaired residential mortgage loans (in millions):

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Recorded investment (1)

3 unchanged sentences

Investment income recognized — 1

(1) At September 30, 2025 and December 31, 2024, includes $4 million and $2 million, respectively, of loans in process of foreclosure, all of which are loans supported with insurance or other guarantees provided by various governmental programs.

(1) At March 31, 2026 and December 31, 2025, includes $4 million and $4 million, respectively, of loans in process of foreclosure, all of which are loans supported with insurance or other guarantees provided by various governmental programs.

Item 2 | Management’s Discussion and Analysis | Investments

Derivative Instruments

Note 5 – Derivative Instruments of the Notes to Condensed Consolidated Financial Statements presents the aggregate contractual or notional amounts and the fair values of our freestanding and embedded derivatives instruments as of September 30, 2025 and December 31, 2024.

See Note 5 – Derivative Instruments of the Notes to Condensed Consolidated Financial Statements, that presents the aggregate contractual or notional amounts and the fair values of our freestanding and embedded derivatives instruments as of March 31, 2026 and December 31, 2025.

Evaluation of Invested Assets

16 unchanged sentences

Our policy and contract liabilities includes separate account liabilities, reserves for future policy benefits and claims payable, and other contract holder funds.

As of September 30, 2025, 90% of our policy and contract liabilities were in our Retail Annuities segment, 3% were in our Institutional Products segment and 7% were in our Closed Life and Annuity Blocks segment.

As of March 31, 2026, 90% of our policy and contract liabilities were in our Retail Annuities segment, 4% were in our Institutional Products segment and 6% were in our Closed Life and Annuity Blocks segment.

Item 2 | Management’s Discussion and Analysis | Policy and Contract Liabilities

The table below represents a breakdown of our policy and contract liabilities:

September 30, 2025 Separate Accounts Reserves for future policy benefits Other contract holder funds Market Risk Benefits Total

March 31, 2026 Separate Accounts Reserves for future policy benefits Other contract holder funds Market Risk Benefits Total

(in millions)

1 unchanged sentence

— — 21,394 32 21,426

Fixed Annuities — — 9,300 2 9,302

Fixed Index Annuities (2)

— — 8,255 165 8,420

Fixed Annuities — — 9,651 2 9,653

Payout Annuities — 1,156 840 — 1,996

10 unchanged sentences

— — 20,282 17 20,299

Fixed Annuities — — 9,494 2 9,496

Fixed Index Annuities (2)

— — 7,946 127 8,073

Fixed Annuities — — 9,615 1 9,616

Payout Annuities — 1,169 854 — 2,023

6 unchanged sentences

Total $ 236,496 $ 10,896 $ 67,663 $ (4,113) $ 310,942

(1) Includes the embedded derivative liabilities in other contract holder funds related to RILA of $5,439 million and $3,065 million at September 30, 2025 and December 31, 2024, respectively.

(2) Includes the embedded derivative liabilities related to fixed index annuity in other contract holder funds of $836 million and $877 million at September 30, 2025 and December 31, 2024, respectively.

(1) Includes the embedded derivative liabilities in other contract holder funds related to RILA of $5,499 million and $6,043 million at March 31, 2026 and December 31, 2025, respectively.

(2) Includes the embedded derivative liabilities related to fixed index annuity in other contract holder funds of $818 million and $863 million at March 31, 2026 and December 31, 2025, respectively.

Item 2 | Management’s Discussion and Analysis | Policy and Contract Liabilities

As of September 30, 2025:

As of March 31, 2026:

• $223.5 billion or 75% of our policy and contract liabilities were backed by separate account assets.

3 unchanged sentences

• $12.4 billion of our policy and contract liabilities were reinsured by Athene and backed by funds withheld assets.

As of September 30, 2025, 93% of fixed annuity, fixed-index annuity, and the fixed accounts of RILA and variable annuity correspond to crediting rates that are at the guaranteed minimum crediting rate.

As of March 31, 2026, 91% of fixed annuity, fixed-index annuity, and the fixed accounts of RILA and variable annuity correspond to crediting rates that are at the guaranteed minimum crediting rate.

We have the discretion, subject to contractual limitations and minimums, to reset the crediting terms on the majority of our fixed-index annuities and fixed annuities.

4 unchanged sentences

Our ability to generate and maintain sufficient liquidity and capital depends on the profitability of the businesses, timing of cash flows on investments and products, general economic conditions and access to the capital markets and alternate sources of liquidity and capital described herein.

The discussion below describes our liquidity and capital resources for the nine months ended September 30, 2025 .

The discussion below describes our liquidity and capital resources for the three months ended March 31, 2026 .

The following table presents a summary of our cash flow activity for the periods set forth below:

Nine Months Ended September 30,

Three Months Ended March 31,

(in millions)

9 unchanged sentences

The primary liquidity concern with respect to these cash flows is the risk of earlier than expected contract holder and policyholder benefit payments.

Cash flows provided by (used in) operating activities decreased by $131 million to $4,137 million for the nine months ended September 30, 2025, from $4,268 million for the nine months ended September 30, 2024.

Cash flows provided by (used in) operating activities decreased by $549 million to $1,045 million for the three months ended March 31, 2026, from $1,594 million for the three months ended March 31, 2025.

This was primarily due to the timing related to the settlement of certain short-term payables.

6 unchanged sentences

The primary liquidity concerns with respect to these cash flows are the risk of default by debtors or market disruptions that might impact the timing of investment related cash flows as well as derivative collateral needs, which could result in material liquidity needs for our insurance subsidiaries.

Cash flows provided by (used in) investing activities decreased $1,491 million to $(5,812) million during the nine months ended September 30, 2025, from $(4,321) million during the nine months ended September 30, 2024.

This decrease was primarily driven by increased purchases of debt securities, primarily driven by increased institutional and RILA sales in 2025, and decreased sales of debt securities during the nine months ended September 30, 2025, partially offset by lower outflows related to our hedging program for derivative settlements and collateral, compared to the prior year.

Cash flows provided by (used in) investing activities decreased $1,477 million to $(2,430) million during the three months ended March 31, 2026, from $(953) million during the three months ended March 31, 2025.

This change was primarily driven by higher outflows related to our hedging program for derivative settlements and collateral, compared to the prior year.

Cash flows from Financing Activities

2 unchanged sentences

The primary liquidity concerns with respect to these cash flows are market disruption and the risk of early policyholder withdrawal.

Cash flows provided by (used in) financing activities increased $2,047 million to $2,470 million during the nine months ended September 30, 2025, from $423 million during the nine months ended September 30, 2024.

This increase was primarily due to h igher deposits from increased institutional and RILA sales during the nine months ended September 30, 2025, partially offset by repayments on repurchase agreements and federal home loan bank notes during 2025.

Cash flows provided by (used in) financing activities improved $1,741 million to $1,220 million during the three months ended March 31, 2026, from $(521) million during the three months ended March 31, 2025.

This improvement was primarily due to h igher deposits from increased RILA and fixed index annuity sales during the three months ended March 31, 2026 in addition to no repayments on our federal home loan bank notes compared to prior year.

Statutory Capital

2 unchanged sentences

RBC is based on a formula that incorporates both factor-based components (applied to various asset, premium, and statutory reserve items) and model-based components.

The formula takes into account the risk characteristics of the insurer, including asset risk, insurance risk, interest rate risk, market risk and business risk, and is calculated on an annual basis.

The formula considers the risk characteristics of the insurer, including asset risk, insurance risk, interest rate risk, market risk and business risk, and is calculated on an annual basis.

The formula is used as an early warning regulatory tool to identify possible inadequately capitalized insurers for purposes of initiating regulatory action, and not to rank insurers generally.

As of September 30, 2025, our insurance companies were well in excess of the minimum required capital levels.

As of March 31, 2026, our insurance companies were well in excess of the minimum required capital levels.

With the execution of the Brooke Re transaction in the first quarter of 2024, we are able to largely moderate the impact of the cash surrender value floor going forward.

18 unchanged sentences

The net collateral position depends on changes in interest rates and equity markets related to the amount of the exposures hedged.

As of September 30, 2025, we were in a net collateral payable position of $92 million, compared to $150 million as of December 31, 2024;

As of March 31, 2026, we were in a net collateral payable position of $343 million, compared to $58 million as of December 31, 2025;

• repayment of principal and interest on debt, and payments of interest on surplus notes.

As of September 30, 2025, Jackson’s outstanding surplus notes and bank debt included $47 million of bank loans from the FHLBI, collateralized by mortgage-related securities and mortgage loans, and $250 million of surplus notes maturing in 2027;

As of March 31, 2026, Jackson’s outstanding surplus notes and bank debt included $43 million of bank loans from the FHLBI, collateralized by mortgage-related securities and mortgage loans, and $250 million of surplus notes maturing in 2027;

• funding of expenses including payment of commissions, operating expenses and taxes.

1 unchanged sentence

Significant increases in interest rates or equity markets may also result in higher margin and collateral requirements on our derivative portfolio.

Other factors that are not directly related to interest rates can also give rise to an increase in liquidity requirements including, changes in ratings from rating agencies, general policyholder concerns relating to the life insurance industry (e.g., the unexpected default of a large, unrelated life insurer) and competition from other products, including non-insurance products such as mutual funds, certificates of deposit and newly developed investment products.

Other factors not directly related to interest rates can also give rise to an increase in liquidity requirements, including changes in ratings from rating agencies, general policyholder concerns relating to the life insurance industry (e.g., the unexpected default of a large, unrelated life insurer) and competition from other products, including non-insurance products such as mutual funds, certificates of deposit and newly developed investment products.

Most of the life insurance and annuity products Jackson offers permit the policyholder or contract holder to withdraw or borrow funds or surrender cash values.

As of September 30, 2025, 100% of our RILA policy and contract liabilities were subject to surrender charges of at least 5% or at market value in the event of discretionary withdrawal by customers.

Further, more than half of Jackson’s general account reserves are not surrenderable, included surrender charges greater than 5%, or included market value adjustments to discourage early withdrawal of policy and contract funds as of September 30, 2025.

As of March 31, 2026, 100% of our RILA policy and contract liabilities were subject to surrender charges of at least 5% or at market value in the event of discretionary withdrawal by customers.

Item 2 | Management’s Discussion and Analysis | Liquidity and Capital Resources

1 unchanged sentence

Jackson’s principal sources of liquidity to meet unexpected cash outflows associated with sudden and severe increases in surrenders and withdrawals or benefit payments are its portfolio of liquid assets and its net operating cash flows.

As of September 30, 2025, the portfolio of cash, short-term investments and privately and publicly traded securities and equities that are unencumbered and unrestricted to sale, amounted to $34.3 billion.

As of March 31, 2026, the portfolio of cash, short-term investments and privately and publicly traded securities and equities that are unencumbered and unrestricted to sale, amounted to $38.9 billion.

Distributions and Dividends

11 unchanged sentences

See “Risk Factors—Risks relating to Financing and Liquidity - 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, including servicing debt, dividend payments and stock repurchases.” in our 2025 Annual Report.

During the third quarter of 2025, we paid a cash dividend of $0.50 per depositary share and $0.80 per common share on JFI's preferred and common stock totaling $11 million and $56 million, respectively.

On October 30, 2025, our Board of Directors approved a fourth quarter cash dividend on JFI's common stock of $0.80 per share, payable on December 18, 2025, to common shareholders of record on December 4, 2025.

During the first quarter of 2026, we paid a cash dividend of $0.50 per depositary share associated with our preferred stock and $0.90 per common share totaling $11 million and $65 million, respectively.

On May 1, 2026, our Board of Directors approved a second quarter cash dividend on JFI's common stock of $0.90 per share, payable on June 25, 2026, to common shareholders of record on June 11, 2026.

The Company also announced the declaration of a cash dividend of $0.50 per depositary share, each representing a 1/1,000th interest in a share of Fixed-Rate Reset Noncumulative Perpetual Preferred Stock, Series A.

The dividend will be payable on December 30 2025, to depositary shareholders of record at the close of business on December 4, 2025.

The dividend will be payable on June 30, 2026, to depositary shareholders of record at the close of business on June 11, 2026.

On February 11, 2026, Jackson and TPG completed the transaction announced on January 6, 2026, including the issuance by Jackson Financial to TPG of 4,715,554 shares of common stock for an aggregate purchase price of $500 million.

On September 18, 2025, our Board of Directors authorized an increase of $1 billion in our existing authorization to repurchase shares of our outstanding common stock as part of the Company's share repurchase program.

We repurchased a total of 1,636,094 shares and 5,523,157 shares of common stock for an aggregate purchase price of $154 million and $484 million in the three and nine months ended September 30, 2025, respectively, which were funded with cash on hand.

As of October 24, 2025, the Company had remaining authorization to purchase $1.1 billion of its common shares.

See Note 19 - Equity of the Notes to Condensed Consolidated Financial Statements in this report for further information on dividends to shareholders and share repurchases .

We repurchased a total of 1,714,620 shares of common stock for an aggregate purchase price of $192 million in the three months ended March 31, 2026, which were funded with cash on hand.

As of April 28, 2026, Jackson Financial had remaining authorization to purchase $753 million of its common shares.

Item 2 | Management’s Discussion and Analysis | Liquidity and Capital Resources

See Note 19 - Equity of the Notes to Condensed Consolidated Financial Statements in this report for further information on dividends to shareholders and share repurchases .

• Insurance Company Subsidiaries

3 unchanged sentences

Any distributions above the amount permitted by statute in any twelve-month period are considered extraordinary dividends, and the approval of the appropriate regulator is required prior to payment.

In Michigan, the Director of the Michigan Department of Insurance and Financial Services (the Michigan Director of Insurance) may limit, or not permit, the payment of dividends from either Jackson or Brooke Life, Jackson's direct parent company, if it determines that the surplus of either of these subsidiaries is not reasonable in relation to their outstanding liabilities and is not adequate to meet their financial needs, as required by the Michigan Insurance Code of 1956.

In Michigan, the Director of the Michigan Department of Insurance and Financial Services (the "Michigan Director of Insurance") may limit, or not permit, the payment of dividends from either Jackson or Brooke Life, Jackson's direct parent company, if it determines that the surplus of either of these subsidiaries is not reasonable in relation to their outstanding liabilities and is not adequate to meet their financial needs, as required by the Michigan Insurance Code of 1956, as amended (the "Michigan Insurance Code").

Unless otherwise approved by the Michigan Director of Insurance, dividends may only be paid from earned surplus.

3 unchanged sentences

This capacity is then reduced by cumulative dividends and other capital distributions in the preceding 12 months, subject to the availability of earned surplus.

As a result of cumulative dividends and other capital distributions occurring in the preceding 12 months as of September 30, 2025 , future dividends from both Jackson and Brooke Life are expected to be classified as extraordinary.

As a result of cumulative dividends and other capital distributions occurring in the 12 months preceding March 31, 2026 , future dividends from both Jackson and Brooke Life are generally expected to be classified as extraordinary.

There is a process within the Michigan Insurance Code to request extraordinary dividends that the companies have utilized previously.

8 unchanged sentences

Our Indebtedness

Facility Agreement for Senior Notes Issuance

In March 2026, the Company entered into a 10-year facility agreement with a Delaware trust in connection with that trust’s sale of $500 million of pre-capitalized trust securities, and a 30-year facility agreement with a separate Delaware trust in connection with that trust’s sale of $400 million of pre-capitalized trust securities.

The pre-capitalized trust securities are not considered to be debt of the Company.

Each facility agreement permits, and in certain instances requires, the Company to issue its senior notes to the applicable trust.

At March 31, 2026, the Company had not issued any senior notes under either facility agreement.

The Company incurred $7 million of origination costs, which were capitalized and reported in other assets and will be amortized over the terms of the respective facility agreements.

See Note 13 – Long-Term Debt of the Notes to Condensed Consolidated Financial Statements for information regarding the pre-capitalized trust securities and facility agreements.

Revolving Credit and Short-Term Borrowing Facilities

On February 24, 2023, the Company entered into a revolving credit facility (the "2023 Revolving Credit Facility") with a syndicate of banks and Bank of America, N.A., as Administrative Agent.

The 2023 Revolving Credit Facility replaced an existing revolving credit facility that was due to expire in February 2024.

The Company has a revolving credit facility (the "Revolving Credit Facility") with a syndicate of banks and Bank of America, N.A., as Administrative Agent.

The Revolving Credit Facility provides for borrowings for working capital and other general corporate purposes under aggregate commitments of $1.0 billion, with a sub-limit of $500 million available for letters of credit.

4 unchanged sentences

The credit agreement governing the Revolving Credit Facility contains a number of customary representations and warranties, affirmative and negative covenants and events of default (including a change of control provision).

See Note 13 – Long-Term Debt of Notes to Condensed Consolidated Financial Statements for information regarding financial maintenance covenants contained in the credit agreement.

We were in compliance with these covenants at September 30, 2025.

Jackson is a party to an Uncommitted Money Market Line Credit Agreement dated April 6, 2023, among Jackson, Jackson Financial, and Société Générale.

See Note 13 – Long-Term Debt of the Notes to Condensed Consolidated Financial Statements for information regarding financial maintenance covenants contained in the credit agreement.

We were in compliance with these covenants at March 31, 2026.

Jackson is a party to an Uncommitted Money Market Line Credit Agreement, among Jackson, Jackson Financial, and Société Générale.

This agreement is an uncommitted short-term cash advance facility that provides an additional form of liquidity to Jackson and to Jackson Financial.

6 unchanged sentences

Interest is payable semi-annually on March 15th and September 15th of each year.

Interest expense on the notes was $5 million and $15 million for the three and nine months ended September 30, 2025, respectively and interest expense on the notes was $5 million and $15 million for the three and nine months ended September 30, 2024, respectively.

Interest expense on the notes was $5 million and $5 million for the three months ended March 31, 2026 and 2025, respectively.

Under Michigan insurance law, for statutory reporting purposes, the surplus notes are not part of the legal liabilities of Jackson and are considered surplus funds.

Payments of interest or principal may only be made with the prior approval of the Michigan Director of Insurance and only out of surplus earnings that the Director determines to be available for such payments under Michigan insurance law.

Item 2 | Management’s Discussion and Analysis | Liquidity and Capital Resources

Federal Home Loan Bank

2 unchanged sentences

Advances are in the form of either notes or funding agreements issued to FHLBI.

As of September 30, 2025 and December 31, 2024, Jackson held a bank loan with an outstanding balance of $47 million and $52 million, respectively.

Item 2 | Management’s Discussion and Analysis | Liquidity and Capital Resources

As of March 31, 2026 and December 31, 2025, Jackson held a bank loan with an outstanding balance of $43 million and $47 million, respectively.

Collateral Upgrade Transactions

5 unchanged sentences

As a result, there was no cash exchanged at initiation of these transactions.

The paired transactions are reported net within the Consolidated Balance Sheets.

The paired transactions are reported net within the Condensed Consolidated Balance Sheets.

These transactions are evergreened and require at least 150-days' notice prior to termination.

9 unchanged sentences

Financial strength ratings are not recommendations to buy, sell or hold securities and may be revised or revoked at any time at the sole discretion of the rating organization.

As of October 24, 2025, the financial strength ratings of our principal insurance subsidiaries were as follows :

As of April 28, 2026, the financial strength ratings of our principal insurance subsidiaries were as follows :

Best Fitch Moody’s S&P

7 unchanged sentences

Outlook stable

In evaluating our Company’s financial strength, the rating agencies evaluate a variety of factors including our strategy, market positioning and record, mix of business, profitability, leverage and liquidity, the adequacy and soundness of our reinsurance, the quality and estimated market value of our assets, the adequacy of our surplus, our capital structure, and the experience and competence of our management.

Item 2 | Management’s Discussion and Analysis | Liquidity and Capital Resources

In addition to the financial strength ratings, rating agencies use an outlook statement to indicate a short- or medium-term trend which, if continued, may lead to a rating change.

24 unchanged sentences

Off–Balance Sheet Arrangements

See Note 13 - Long-term Debt regarding lender commitments under the Company's revolving credit facility and Note 16 - Commitments and Contingencies of the Notes to Condensed Consolidated Financial Statements regarding unfunded investment commitments to limited partnerships and limited liability companies.

See Note 13 - Long-term Debt regarding lender commitments under the Company's revolving credit facility and its pre-capitalized securities-related facility agreements and Note 16 - Commitments and Contingencies regarding unfunded investment commitments to limited partnerships and limited liability companies, of the Notes to Condensed Consolidated Financial Statements.

Item 3 | Quantitative and Qualitative Disclosures about Market Risk

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-Q

Item 2. Management’s Discussion and Analysis