What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-08-03 compared with 2026-05-05 · 260 added, 174 removed, 1072 unchanged (29% of the section changed)

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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.

We may use our website as a means of disclosing material, non-public information and for complying with our disclosure obligations.

Accordingly, investors should monitor our investor relations website, in addition to following our press releases, filings with the SEC, public conference calls, presentations, and webcasts.

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

The information contained on, or that may be accessed through, our website, our social media channels, or our executives' social media channels, is not incorporated by reference into and is not part of this report.

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

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The SEC’s website, www.sec.gov, contains financial reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

We use the investor relations page of our website, investors.jackson.com, as a primary channel for dissemination of important information, including news releases, analyst presentations, financial information, insider beneficial owner reports, and corporate governance information.

We routinely use the investor relations page of our website, investors.jackson.com, as a primary channel for dissemination of important information, including news releases, analyst presentations, financial information, insider beneficial owner reports, and corporate governance information.

We may use our website as a means of disclosing material, non-public information and for complying with our disclosure obligations.

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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 (which we refer to as "Jackson National Life" or "Jackson")

Jackson Jackson National Life Insurance Company, ("Jackson National Life") our primary operating subsidiary and its insurance subsidiaries (collectively "Jackson") (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

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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

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

General account assets The assets held in the general accounts of our insurance companies

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(“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 Financial 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 help Americans in the United States ("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.

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The table below presents selected financial and operating measures:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

(in millions, except for percentages)

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Adjusted Operating Earnings (1)

Amount of shares repurchased under share repurchase program 192 172

513 350 874 726

Amount of common shares repurchased under share repurchase program 227 158 419 330

Dividends on common shares 63 58 128 117

Jackson Financial Inc.

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

(Parent Company Only) Net cash provided by (used in) operating activities (27) (24) (8) 5

Free cash flow (1)

287 290 575 503

Return on Equity ("ROE") Attributable to Common Shareholders 28.0 % 6.9 % 4.5 % 2.8 %

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• Capital Returned to Common Shareholders:

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.

Since January 1, 2026 through June 30, 2026, we have returned $547 million to our common shareholders consisting of $128 million in dividends and $419 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.

Our share repurchases, net of issuances for our share-based compensation, were 3,355,900 shares during the six months ended June 30, 2026.

Additionally, during the first quarter of 2026, we re-issued 4,715,554 treasury shares to TPG Inc.

Our outstanding shares of common stock were 68,185,286 at June 30, 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 three months ended March 31, 2026 exceeded $270 million.

◦ Our free capital generation during the six months ended June 30, 2026 was $575 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.

We expect free capital generation in 2026 to be at or above $1.2 billion, assuming 5% equity market total return and interest rates following the December 31, 2025 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) during the three months ended March 31, 2026 was $288 million compared to $213 million during the three months ended March 31, 2025.

◦ The free cash flow at Jackson Financial (Parent Company only) during the three and six months ended June 30, 2026 was $287 million and $575 million compared to $290 million and $503 million during the three and six months ended June 30, 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.

See “Non-GAAP Financial Measures” below for information regarding our non-GAAP financial measures and reconciliation to the most comparable U.S.

GAAP measure.

See “Non-GAAP Financial Measures” below for information regarding our non-GAAP financial measures and reconciliations to the most comparable U.S.

GAAP measures.

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

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

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

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

Brooke Re utilizes a modified U.S.

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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.

Upon the transaction closing in February 2026, subsidiaries and affiliates of Jackson Financial and TPG entered into non-exclusive investment management arrangements having 10-year initial terms with automatic one-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 Financial 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.

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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.

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

Hickory Re, a Michigan captive insurer, was capitalized in December 2025 with a $150 million capital contribution consisting of excess cash from Jackson Financial.

The $500 million received by Jackson Financial from TPG 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.

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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 March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

(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.

Higher retail annuity sales for the three and six months ended June 30, 2026, were primarily due to increased RILA and fixed index annuity sales.

In addition, sales of our institutional products were higher for the three months ended June 30, 2026, but lower for the six months ended June 30, 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

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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.

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

(in millions)

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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 March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

(in millions)

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Fixed Annuity (1)

123 386 135 494

Fixed Index Annuity (1)

620 29 1,263 54

Payout Annuity (1)

(16) 5 (34) —

Total Retail Annuities Net Flows (1)

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Total Closed Life and Annuity Blocks Net Flows (1)

(73) (71) (156) (140)

Total Net Flows $ (2,797) $ (2,511) $ (6,553) $ (6,176)

(1) Net of reinsurance.

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.

Net flows, net of reinsurance, decreased for the three and six months ended June 30, 2026, compared to the three and six months ended June 30, 2025, driven by higher variable annuity surrenders and withdrawals and higher institutional product maturities, 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.

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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 March 31, 2026 and December 31, 2025:

March 31, 2026 December 31, 2025

The following table shows variable annuity account value and benefit base as of June 30, 2026 and December 31, 2025:

June 30, 2026 December 31, 2025

Account Value Benefit Base Account Value Benefit Base

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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.

March 31, December 31,

June 30, December 31,

(in millions)

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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 decrease in JNAM AUM primarily reflects unfavorable equity market performance.

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

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

Macroeconomic, Industry and Regulatory Trends

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.

We highlight several 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.

Macroeconomic and Financial Market Conditions

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

• Hedge Effec tiveness in Face of Volatility:

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.

This could lead to adverse performance versus our hedge targets and increased hedging costs.

• Adverse Reactions to Pricing Changes:

Pricing actions we take in response to decreasing interest rates may reduce the attractiveness of crediting rates, guaranteed benefits, and other product features.

This in turn may lead to reduced sales volumes.

• Impact of Low Interest Rates:

Low interest rate environments could also subject us to increased hedging costs or an increase in the amount of regulatory reserves that our insurance subsidiaries are required to hold for optional guaranteed benefits, decreasing regulatory surplus, which would adversely affect our insurance subsidiaries' ability to pay dividends.

In addition, low interest rates could also increase the perceived value of optional guaranteed benefit features to our customers, which in turn could lead to a higher utilization of withdrawal or annuitization features of annuity policies and higher persistency of those products over time.

• Minimum Interest Crediting Rates:

Some of our annuities have guaranteed minimum interest crediting rates (“GMICRs”) that limit our ability to reduce crediting rates.

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When policies have comparatively high GMICRs, in a subsequent low interest rate environment more customers are expected to hold on to their policies, which may result in lower lapses than previously expected.

• 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.

• Investment Activity:

The level of interest rates and the shape of the yield curve impact investment-related activity, including investment income returns, net investment spread results, new money rates, mortgage loan prepayments, and bond redemptions.

• Impact of Rising Interest Rates:

• Disintermediation Risk:

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.

This creates an incentive for our customers to lapse their products in an environment where selling assets causes us to realize losses.

• Decreased Bond Fund Valuations:

Additionally, rising interest rates decrease the value of bond funds held by variable annuity clients.

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

• Increased Cash Surrender Values:

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

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Conditions in fixed income markets impact our financial performance:

• Impact of Widening/Tightening Credit Spreads:

As credit spreads widen, the fair value of our existing investment portfolio generally decreases, although we generally expect the widening spreads to increase the yield on new fixed income investments.

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 accumulated other comprehensive income ("AOCI").

While changing credit spreads impact the fair value of our investment portfolio, this revaluation is generally reflected in our 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").

In addition, if credit conditions deteriorate due to a recession or other negative credit events in capital markets, we could experience an increase in defaults and other-than-temporary-impairments (“OTTI”).

Additionally, widening credit spreads decrease the value of bond funds held by variable annuity clients.

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

• Impact on Regulatory Capital:

OTTI in our underlying investments would reduce our insurance company subsidiaries' regulatory capital.

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As such, significant credit rating downgrades along with elevated defaults and OTTI losses would negatively impact our RBC ratio, which could impact available dividends from our insurance subsidiaries.

Additionally, widening credit spreads decrease the value of bond funds held by variable annuity clients.

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

Consumer Behavior

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

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

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 March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

(in millions)

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Changes in AOCI within the funds withheld account related to the Athene Reinsurance Transaction offset the related non-operating earnings from the Athene Reinsurance Transaction resulting in a minimal net impact on Adjusted Book Value of Jackson Financial.

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

Adjusted Book Value Attributable to Common Shareholders and Adjusted Operating ROE Attributable to Common Shareholders should not be used as substitutes for total shareholders’ equity and ROE as calculated using annualized net income and average equity in accordance with U.S.

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 March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

(in millions, except percentages)

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Exclude AOCI attributable to Jackson Financial Inc.

1,387 1,233 1,387 1,233

Adjusted Book Value Attributable to Common Shareholders $ 10,816 $ 11,054 $ 10,816 $ 11,054

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Adjusted Operating ROE Attributable to Common Shareholders on average equity 19.4 % 12.7 % 16.5 % 13.1 %

(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.

(1) Excludes $(1,238) million and $(1,390) million related to the investments held within the funds withheld account related to the Athene Reinsurance Transaction as of June 30, 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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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 March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

(in millions)

Dividends and distributions to parent (1)

$ 325 $ 325 $ 650 $ 565

Issuance of treasury stock to TPG — — 500 —

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Free Cash Flow $ 287 $ 290 $ 575 $ 503

(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.

(1) Cash distributed to Jackson Financial includes cash dividends and distributions of $325 million and $605 million and interest payments on surplus notes of nil and $45 million to Jackson Financial from its subsidiaries for the three and six months ended June 30, 2026, and includes cash dividends and distributions of $325 million and $520 million and interest payments on surplus notes of nil and $45 million to JFI from its subsidiaries for the three and six months ended June 30, 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.

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

GAAP measure, to Free Cash Flow:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

(in millions)

Jackson Financial Inc.

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

(Parent Company Only) Net cash provided by (used in) operating activities $ (27) $ (24) $ (8) $ 5

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

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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 March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

(in millions)

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Net income (loss) attributable to Jackson Financial Inc.

655 179 231 155

Dividends on preferred stock 11 11 22 22

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

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

Three Months Ended June 30, 2026 compared to Three Months Ended June 30, 2025

Pretax Income (Loss)

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 March 31,

Our pretax income (loss) increased by $476 million to $665 million for the three months ended June 30, 2026, from $189 million for the three months ended June 30, 2025, primarily due to:

• $403 million favorable change in total net gains (losses) on derivatives and investments as discussed below:

Three Months Ended June 30,

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 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.

The movements in equity hedges were primarily driven by impacts from the growth of our RILA block during the three months ended June 30, 2026.

The movements in interest rate hedges were primarily driven by an increase in interest rates during the three months ended June 30, 2026 compared to a decrease in interest rates during the three months ended June 30, 2025.

This was partially offset by:

◦ Embedded derivative movements were unfavorable largely due to increased market impacts on our growing RILA block during the three months ended June 30, 2026, compared to the prior year.

• $210 million increase in net investment income resulting from higher income on bonds, partially offset by lower income on funds withheld assets during the three months ended June 30, 2026;

• $27 million decrease 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 decreases in reserves due to run off of the closed block of life business during the three months ended June 30, 2026, compared to the prior year;

• $26 million increase in fee income, primarily due to higher variable fee income, due to higher average separate account values, partially offset by decreases in benefit-based guarantee fee income during the three months ended June 30, 2026, compared to the prior year.

These movements were partially offset by:

◦ 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.

• $150 million unfavorable movements in market risk benefits (gains) losses, primarily due to less favorable movements in interest rates, partially offset by more favorable fund performance and volatility movements during the three months ended June 30, 2026, compared to the prior year;

• $25 million increase in interest credited on other contract holder funds, net of deferrals and amortization, primarily due to increased retail new and in force business during the three months ended June 30, 2026, compared to the prior year.

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

Income tax expense increased $1 million reflecting an increase in expense to $5 million for the three months ended June 30, 2026, from an expense of $4 million for the three months ended June 30, 2025.

The provision for income tax in the current period led to an effective income tax rate ("ETR") of 1% for the three months ended June 30, 2026, compared to the ETR of 2% for the three months ended June 30, 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.

Six Months Ended June 30, 2026 compared to Six Months Ended June 30, 2025

Pretax Income (Loss)

Our pretax income (loss) increased by $93 million to $265 million for the six months ended June 30, 2026, from $172 million for the six months ended June 30, 2025, primarily due to:

• $426 million in favorable movements in market risk benefits (gains) losses, net, primarily due to more favorable movements in interest rates during the six months ended June 30, 2026, compared to the prior year;

• $195 million increase in net investment income resulting from higher income on bonds and lower expenses, partially offset by lower income on equity securities and funds withheld assets during the six months ended June 30, 2026;

• $38 million increase in fee income primarily due to higher variable fee income, due to higher average separate account values, partially offset by decreases in benefit-based guarantee fee income during six months ended June 30, 2026, compared to the prior year;

• $7 million decrease 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, partially offset by decreases in reserves due to these higher claims during the six months ended June 30, 2026, compared to prior year.

These movements were partially offset by:

• $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.

• $428 million unfavorable change in total net gains (losses) on derivatives and investments as discussed below:

Six Months Ended June 30,

2026 2025 Variance

(in millions)

Net gains (losses) excluding derivatives and funds withheld assets $ (68) $ (175) $ 107

Net gains (losses) on freestanding derivatives (279) (742) 463

Net gains (losses) on embedded derivatives (excluding funds withheld reinsurance) (1,857) (600) (1,257)

Net gains (losses) on derivative instruments (2,136) (1,342) (794)

Net gains (losses) on funds withheld reinsurance (456) (715) 259

Total net gains (losses) on derivatives and investments $ (2,660) $ (2,232) $ (428)

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

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

This movement was partially offset by:

◦ 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 equity hedges were primarily driven by impacts from the growth of our RILA block during the six months ended June 30, 2026.

The movements in interest rate hedges were primarily driven by an increase in interest rates during the six months ended June 30, 2026 compared to a decrease in interest rates during the prior year;

◦ Lower losses recognized on funds withheld reinsurance were driven by an increase in interest rates impacting the value of the embedded derivative during the six months ended June 30, 2026, compared to a decrease in interest rates during the prior year.

• $64 million increase in operating costs and other expenses, net of deferrals, primarily due to higher asset-based non-deferrable commissions, due to higher account values, and higher incentive compensation expenses during the six months ended June 30, 2026, compared to prior year;

• $52 million increase in interest credited on contract holder funds, net of deferrals and amortization, primarily due to increased retail new and in force business during the six months ended June 30, 2026 and higher average institutional account balances in 2026, compared to the prior year.

Income tax expense increased $20 million to an expense of $25 million for the six months ended June 30, 2026, from an expense of $5 million for the six months ended June 30, 2025.

The provision for income tax in the current period led to an effective tax rate (“ETR”) of 10% for the six months ended June 30, 2026 compared to an ETR of 3% the six months ended June 30, 2025.

The change in the ETR during the six months ended June 30, 2026 compared to the six months ended June 30, 2025 was due to the relationship of the taxable income to the consolidated pre-tax income (loss).

9 unchanged sentences

As part of the Company’s asset liability management program, management monitors the allocation of invested assets supporting the Company’s contractual liabilities.

During the first quarter of 2025, that monitoring resulted in the reallocation of certain invested assets across reportable segments and Corporate and Other.

The results of this reallocation are reflected in reported net investment income starting the second quarter of 2025.

The impact of the reallocation was not material to the prior period financial results and prior period financial figures were not recast to reflect the reallocated basis.

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 March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

(in millions)

19 unchanged sentences

Pretax income (loss) attributable to Jackson Financial Inc.

660 183 256 160

Income tax expense (benefit) 5 4 25 5

Net income (loss) attributable to Jackson Financial Inc.

655 179 231 155

Dividends on preferred stock 11 11 22 22

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 March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

(in millions)

20 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 March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

(in millions)

2 unchanged sentences

Premiums and deposits (1)

5,917 4,421 11,235 8,509

Surrenders, withdrawals, and benefits (1)

10 unchanged sentences

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

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

Three Months Ended June 30, 2026 compared to Three Months Ended June 30, 2025

Pretax Adjusted Operating Earnings

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:

Pretax adjusted operating earnings increased $204 million to $621 million for the three months ended June 30, 2026, from $417 million for the three months ended June 30, 2025, primarily due to:

• $155 million increase in spread income due to $184 million higher investment income, partially offset by $29 million higher interest credited on contract holder funds, 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.

Higher interest credited was primarily due to increased RILA and fixed index annuity new and in force business during the three months ended June 30, 2026, compared to prior year;

• $81 million increase in fee income primarily due to higher average separate account values, during the three months ended June 30, 2026, compared to the prior year.

These movements were partially offset by:

• $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.

• $16 million increase in commissions and general expenses, net of deferrals, primarily due to higher asset-based commission of $25 million, due to higher account values during the three months ended June 30, 2026, compared to the prior year.

Six Months Ended June 30, 2026 compared to Six Months Ended June 30, 2025

Pretax Adjusted Operating Earnings

Pretax adjusted operating earnings increased $252 million to $1,089 million for the six months ended June 30, 2026, from $837 million for the six months ended June 30, 2025, primarily due to:

• $264 million increase in spread income primarily due to $317 million higher investment income, partially offset by $53 million higher interest credited on contract holder funds compared to the prior year.

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

Increased interest credited was primarily due to increased RILA and fixed index annuity new and in force business during the six months ended June 30, 2026;

• $97 million increase in fee income primarily due higher average separate account values during the six months ended June 30, 2026, compared to prior year.

These movements were partially offset by:

• $67 million increase in commissions and general expenses, net of deferrals, reflecting higher asset-based commission of $36 million, due to higher account values during the six months ended June 30, 2026, and higher general expenses of $34 million primarily driven by higher incentive compensation during the six months ended June 30, 2026, compared to prior year.

Account Value

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.

Retail Annuities account value, net of reinsurance, increased $26 billion over the prior year period primarily due to positive variable annuity separate account returns driven by favorable market performance during 2026, as well as positive RILA and fixed index annuity net flows over the current period.

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

Institutional Products

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 March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

(in millions)

8 unchanged sentences

Pretax Adjusted Operating Earnings $ 29 $ 19 $ 57 $ 37

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 March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

(in millions)

6 unchanged sentences

Policy charges and other (1)

(219) 551 409 596

Balance as of end of period $ 11,018 $ 10,354 $ 11,018 $ 10,354

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

Three Months Ended June 30, 2026 compared to Three Months Ended June 30, 2025

Pretax Adjusted Operating Earnings

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.

Pretax adjusted operating earnings increased $10 million to $29 million for the three months ended June 30, 2026, from $19 million for the three months ended June 30, 2025, reflecting a $10 million increase in spread income primarily due to a $15 million increase in investment income, due to higher invested asset balances, partially offset by a $5 million increase in interest credited.

Six Months Ended June 30, 2026 compared to Six Months Ended June 30, 2025

Pretax Adjusted Operating Earnings

Pretax adjusted operating earnings increased $20 million to $57 million for the six months ended June 30, 2026, from $37 million for the six months ended June 30, 2025, reflecting an $20 million increase in spread income primarily due to a $42 million increase in investment income, due to higher invested asset balances, partially offset by a $22 million increase in interest credited, due to increased account values.

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

Account Value

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.

Institutional product account value increased from $10,354 million at June 30, 2025, to $11,018 million at June 30, 2026.

The increase in account value was primarily driven by an increased amount of FABN and FABCP funding agreements in 2025, partially offset by maturities of our existing funding agreements.

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 March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

(in millions)

16 unchanged sentences

Pretax Adjusted Operating Earnings $ (10) $ 22 $ (39) $ 50

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

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

Three Months Ended June 30, 2026 compared to Three Months Ended June 30, 2025

Pretax Adjusted Operating Earnings

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.

Pretax adjusted operating earnings decreased $32 million to $(10) million for the three months ended June 30, 2026, from $22 million for the three months ended June 30, 2025, primarily due to:

• $37 million decrease in spread income due to a $41 million decrease in net investment income primarily due to lower income on limited partnerships, which are recorded on a one quarter lag, partially offset by a $4 million decrease in interest credited, resulting from the continued run off of the closed block of life business.

This movement was partially offset by:

• $10 million decrease 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 decreases in reserves due to run off of the closed block of life business during the three months ended June 30, 2026, compared to prior year.

Six Months Ended June 30, 2026 compared to Six Months Ended June 30, 2025

Pretax Adjusted Operating Earnings

Pretax adjusted operating earnings decreased $89 million to $(39) million for the six months ended June 30, 2026, from $50 million for the six months ended June 30, 2025, primarily due to:

• $67 million decrease in spread income due to a $82 million decrease in net investment income primarily due to lower income on limited partnerships, which are recorded on a one quarter lag, partially offset by a $15 million decrease in interest credited, resulting from the continued run off of the closed block of life business;

• $10 million decrease in fee income resulting from the continued run off of the closed block of life business;

• $9 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, partially offset by decreases in reserves due to these higher claims and lower other policyholder benefits during the six months ended June 30, 2026.

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 March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

(in millions)

11 unchanged sentences

Pretax Adjusted Operating Earnings $ (22) $ (52) $ (59) $ (76)

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

Three Months Ended June 30, 2026 compared to Three Months Ended June 30, 2025

Pretax Adjusted Operating Earnings

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.

Pretax adjusted operating earnings improved $30 million to $(22) million for the three months ended June 30, 2026, from $(52) million for the three months ended June 30, 2025, primarily driven by a $19 million increase in net investment income and a $12 million decrease in general and administrative expenses, primarily due to lower deferred compensation expenses during the three months ended June 30, 2026.

Six Months Ended June 30, 2026 compared to Six Months Ended June 30, 2025

Pretax Adjusted Operating Earnings

Pretax adjusted operating earnings improved $17 million to $(59) million for the six months ended June 30, 2026, from $(76) million for the six months ended June 30, 2025, primarily driven by a $16 million increase in net investment income during the six months ended June 30, 2026.

Item 2 | Management’s Discussion and Analysis | Investments

12 unchanged sentences

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.

As of June 30, 2026, Apollo managed $10.5 billion of cash and investments and other third-party investment managers managed approximately $1.1 billion 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.

10 unchanged sentences

The following table summarizes the carrying values of our investments:

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

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

9 unchanged sentences

Total investments $ 61,304 $ 14,007 $ 75,311 $ 54,510 $ 14,723 $ 69,233

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.

Available-for-sale debt securities increased to $52,208 million at June 30, 2026, from $47,321 million at December 31, 2025.

The amortized cost of available-for-sale debt securities increased to $55,815 million as of June 30, 2026, from $50,491 million as of December 31, 2025.

Further, net unrealized losses, after adjusting for allowance for credit loss, were $3,583 million as of June 30, 2026, compared to $3,159 million as of December 31, 2025.

Other Invested Assets

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

Other invested assets increased to $3,392 million at June 30, 2026 from $3,185 million at December 31, 2025 .

Item 2 | Management’s Discussion and Analysis | Investments

Debt Securities

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

At June 30, 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):

June 30, 2026 Amortized

Cost Allowance for Credit Loss Gross

57 unchanged sentences

The following table summarizes our holdings:

March 31, December 31,

June 30, December 31,

(in millions)

4 unchanged sentences

Mortgage Loans

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

At June 30, 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 48 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:

March 31, December 31,

June 30, December 31,

(in millions)

9 unchanged sentences

Total with ACL $ 11,009 $ 10,211

(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.

(1) At June 30, 2026 and December 31, 2025, a llowance for credit losses included $157 million and $117 million, respectively, for commercial loans and $19 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:

March 31, December 31,

June 30, December 31,

(in millions)

14 unchanged sentences

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

March 31, December 31,

June 30, December 31,

(in millions)

11 unchanged sentences

Total mortgage loans $ 11,009 $ 10,211

(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.

(1) At June 30, 2026 and December 31, 2025, includes $16 million and $19 million, respectively, of loans 30-89 days past due and $17 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:

8 unchanged sentences

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

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.

Accrued interest amounting to $1 million and $1 million was written off as of June 30, 2026 and 2025, respectively, 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):

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Recorded investment (1)

3 unchanged sentences

Investment income recognized — 1

(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.

(1) At June 30, 2026 and December 31, 2025, includes $3 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

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

9 unchanged sentences

The provisions for impairment on mortgage loans are based on losses expected by management to be realized on transfers of mortgage loans to real estate, on the disposition and settlement of mortgage loans and on mortgage loans that management believes may not be collectible in full.

Accrual of interest on mortgage loans is generally suspended when principal or interest payments on mortgage loans are past due more than 90 days.

Accrual of interest on mortgage loans is suspended when principal or interest payments on mortgage loans are past due more than 90 days.

Interest is then accounted for on a cash basis.

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

Policy and Contract Liabilities

3 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 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.

As of June 30, 2026, 91% of our policy and contract liabilities were in our Retail Annuities segment, 3% 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:

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

June 30, 2026 Separate Accounts Reserves for future policy benefits Other contract holder funds Market Risk Benefits Total

(in millions)

27 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 $5,499 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.

(1) Includes the embedded derivative liabilities in other contract holder funds related to RILA of $8,395 million and $6,043 million at June 30, 2026 and December 31, 2025, respectively.

(2) Includes the embedded derivative liabilities related to fixed index annuity in other contract holder funds of $850 million and $863 million at June 30, 2026 and December 31, 2025, respectively.

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

As of March 31, 2026:

As of June 30, 2026:

• $245.4 billion or 76% of our policy and contract liabilities were backed by separate account assets.

3 unchanged sentences

• $11.9 billion of our policy and contract liabilities were reinsured by Athene and backed by funds withheld assets.

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.

As of June 30, 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 three months ended March 31, 2026 .

The discussion below describes our liquidity and capital resources for the six months ended June 30, 2026 .

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

Three Months Ended March 31,

Six Months Ended June 30,

(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 $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.

Cash flows provided by (used in) operating activities improved by $127 million to $2,894 million for the six months ended June 30, 2026, from $2,767 million for the six months ended June 30, 2025.

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

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

5 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 $1,477 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 provided by (used in) investing activities changed $1,729 million to $(5,447) million during the six months ended June 30, 2026, from $(3,718) million during the six months ended June 30, 2025.

This change was primarily driven by higher outflows related to increased purchases of debt securities, primarily driven by increased RILA and fixed index annuity sales, partially offset by inflows from 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 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.

Cash flows provided by (used in) financing activities improved $1,867 million to $2,835 million during the six months ended June 30, 2026, from $968 million during the six months ended June 30, 2025.

This improvement was primarily due to h igher deposits from increased RILA and fixed index annuity sales , proceeds received from the issuance of additional senior notes in 2026 and the issuance of treasury stock to TPG Inc., and no repayments on our federal home loan bank notes, partially offset by higher VA withdrawals, compared to the prior year.

Statutory Capital

4 unchanged sentences

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

As of June 30, 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.

6 unchanged sentences

We intend to maintain a minimum amount of cash and highly liquid securities at Jackson Financial adequate to fund two years of holding company fixed net expenses, which is currently targeted at $325 million but may change over time as we refinance existing debt or make changes to our debt and capital structure.

The target was updated to reflect the recent senior note and pre-capitalized trust securities issues.

Debt in the Notes to Condensed Consolidated Financial Statements for further information .

The main uses of liquidity for Jackson Financial are interest payments and debt repayment, holding company operating expenses, payment of dividends and other distributions to shareholders, which may include stock repurchases, and capital contributions, if needed, to our insurance company subsidiaries.

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

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;

As of June 30, 2026, we were in a net collateral payable position of $14 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 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;

As of June 30, 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.

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

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

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 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.

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 March 31, 2026.

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

As of June 30, 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.

Jackson uses a variety of asset liability management techniques to provide for the orderly provision of cash flow from investments and other sources as policies and contracts mature in accordance with their normal terms.

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 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.

As of June 30, 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 $42.9 billion.

Distributions and Dividends

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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 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 June 30, 2026, to depositary shareholders of record at the close of business on June 11, 2026.

During the second quarter of 2026, we paid 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, and $0.90 per common share totaling $11 million and $63 million, respectively.

On July 31, 2026, our Board of Directors approved a third quarter cash dividend on JFI's common stock of $0.90 per share, payable on September 24, 2026, to common shareholders of record on September 15, 2026.

The Company also announced the declaration of a cash dividend of $0.50 per depositary share.

The dividend will be payable on September 30, 2026, to depositary shareholders of record at the close of business on September 15, 2026.

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

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 1,714,620 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 .

We repurchased a total of 2,086,601 shares and 3,801,221 shares of common stock for an aggregate purchase price of $227 million and $419 million in the three and six months ended June 30, 2026, respectively, which were funded with cash on hand.

As of July 27, 2026, Jackson Financial had remaining authorization to purchase $526 million of its common shares.

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

• Insurance Company Subsidiaries

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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 12 months preceding March 31, 2026 , future dividends from both Jackson and Brooke Life are generally expected to be classified as extraordinary.

As a result of cumulative dividends and other capital distributions occurring in the 12 months preceding June 30, 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.

Brooke Life, as the sole owner of Jackson and Brooke Re, is the direct recipient of any dividend payments from those subsidiaries and must make dividend payments to its ultimate parent company, Jackson Financial, in order for any funds from our insurance company subsidiaries to reach Jackson Financial.

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

The maximum distribution permitted by law or contract is not necessarily indicative of an insurer’s actual ability to pay such distributions, which may be constrained by business and other considerations, such as imposition of withholding tax, the impact of such distributions on surplus, which could affect the insurer’s credit and financial strength ratings or competitive position, the ability to generate new annuity sales and the ability to pay future dividends or make other distributions.

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We believe our insurance company subsidiaries have sufficient statutory capital and surplus to maintain their desired financial strength ratings.

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

Our Indebtedness

On June 15, 2026, JFI issued $750 million aggregate principal amount of 6.150% Senior Notes due January 15, 2037 (the “2037 Notes”).

The 2037 Notes are unsecured.

The net proceeds of the 2037 Notes are expected to be used for general corporate purposes, which may include, among other things, repaying or redeeming at or before maturity, JFI's $400 million aggregate principal amount senior notes due June 8, 2027 and/or at maturity, Jackson National Life’s $250 million surplus notes due March 15, 2027.

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.

In March 2026, JFI 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.

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

The facility agreements are intended to provide a standby source of liquidity for the Company.

At June 30, 2026, JFI had not issued any senior notes under either facility agreement.

The Company incurred $8 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.

See Note 13 – 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

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.

The Revolving Credit Facility further provides for the ability to request, subject to customary terms and conditions, an increase in commitments thereunder by up to an additional $500 million.

Commitments under the Revolving Credit Facility terminate on February 24, 2028.

On June 30, 2026, JFI entered into $1.25 billion revolving credit facility with a syndicate of banks and Wells Fargo Bank, National Association, as Administrative Agent (the "2026 Revolving Credit Facility").

The 2026 Revolving Credit Facility replaced a prior $1.0 billion revolving credit facility that was scheduled to terminate in February 2028.

The 2026 Revolving Credit Facility provides for borrowings for working capital and other general corporate purposes , with a sub-limit of $500 million available for letters of credit.

The 2026 Revolving Credit Facility further provides the Company the options for the ability to request, subject to customary terms and conditions, an increase in commitments thereunder by up to an additional $500 million and an extension of the term of the commitments by up to two years.

Commitments under the 2026 Revolving Credit Facility terminate on June 30, 2031, unless extended.

Interest on borrowings may be based on a “Base Rate” (as defined in the 2026 Revolving Credit Facility) plus an adder ranging from 0.125% to 0.875%, or a “Term SOFR Rate” (as defined in the 2026 Revolving Credit Facility) plus an adder ranging from 1.125% to 1.875%.

The applicable adder is based upon the ratings assigned to the Company’s senior, unsecured, non-credit enhanced debt.

The applicable adder is based upon the ratings assigned to JFI’s senior, unsecured, non-credit enhanced debt.

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

The credit agreement governing the 2026 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 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.

See Note 13 – 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 June 30, 2026.

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

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

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

Interest expense on the notes was $5 million and $10 million for the three and six months ended June 30, 2026, respectively and was $5 million and $10 million for the three and six months ended June 30, 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

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

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.

As of June 30, 2026 and December 31, 2025, Jackson held a bank loan with an outstanding balance of $43 million and $47 million, respectively.

Collateral Upgrade Transactions

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See “Collateral Upgrade Transactions” under Note 4 – Investments of the Notes to Condensed Consolidated Financial Statements for additional information .

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

Financial Strength Ratings

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

As of July 27, 2026, the financial strength ratings of our principal insurance subsidiaries were as follows :

Best Fitch Moody’s S&P

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Outlook stable

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

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.

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While the degree to which ratings adjustments will affect sales of our annuities and institutional products, and persistency is unknown, if our ratings are negatively adjusted for any reason, we believe we could experience a material decline in the sales in our individual channel, origination in our institutional channel, and the persistency of our existing business.

Item 2 | Management’s Discussion and Analysis | Impact of Recent Accounting Pronouncements

Impact of Recent Accounting Pronouncements

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Off–Balance Sheet Arrangements

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.

See Note 13 - 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