Item 2. Management’s Discussion and Analysis
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
FORWARD-LOOKING STATEMENTS – CAUTIONARY LANGUAGE
The information in this Quarterly Report on Form 10-Q (this “report”) contains forward-looking statements about future events and circumstances and their effects upon revenues, expenses and business opportunities. Generally speaking, any statement in this report not based upon historical fact is a forward-looking statement. Forward-looking statements can also be identified by the use of forward-looking or conditional words, such as “could,” “should,” “can,” “continue,” “estimate,” “forecast,” “intend,” “look,” “may,” “expect,” “believe,” “anticipate,” “plan,” “predict,” “remain,” “future,” “confident,” and “commit” or similar expressions. In particular, statements regarding plans, strategies, prospects, targets and expectations regarding the business and industry are forward-looking statements. They reflect expectations, are not guarantees of performance and speak only as of the dates the statements are made. We caution investors that these forward-looking statements are subject to known and unknown risks and uncertainties that may cause actual results to differ materially from those projected, expressed, or implied. Other factors that could cause actual results to differ materially from those in the forward-looking statements include those reflected in Part I, Item 1A. Risk Factors and Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the U.S. Securities and Exchange Commission (the "SEC") on February 24, 2026, (the "2025 Annual Report"), and elsewhere in Jackson Financial Inc.’s reports filed with the SEC. Except as required by law, Jackson Financial Inc. does not undertake to update such forward-looking statements. You should not rely unduly on forward-looking statements.
Certain financial data included in this report consists of non-GAAP (Generally Accepted Accounting Principles) financial measures. These non-GAAP financial measures may not be comparable to similarly titled measures presented by other entities, nor should they be construed as an alternative to other financial measures determined in accordance with U.S. GAAP. Although the Company believes these non-GAAP financial measures provide useful information to investors in measuring the financial performance and condition of its business, investors are cautioned not to place undue reliance on any non-GAAP financial measures and ratios included in this report. A reconciliation of the non-GAAP financial measures to the most directly comparable U.S. GAAP financial measure can be found in the “Non-GAAP Financial Measures” in this report.
Certain financial data included in this report consists of statutory accounting principles (“statutory”) financial measures. These statutory financial measures are included in or derived from the Jackson National Life Insurance Company annual and/or quarterly statements filed with the Michigan Department of Insurance and Financial Services and are available in the investor relations section of the Company’s website at investors.jackson.com/financials/statutory-filings.
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Item 2 | Management’s Discussion and Analysis | Available Information & Principal Definitions
Available Information
We make available free of charge, through our website, investors.jackson.com , our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, our proxy and information statements, and any amendments to those reports or statements as soon as reasonably practicable after these materials are electronically filed with, or furnished to, the SEC. 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 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. 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. None of the content of Jackson’s website, jackson.com, the content of our social media channels or the content of our executives’ social media channels is incorporated by reference into this report or in any other report or document filed with the SEC, and any references to Jackson’s website are intended to be inactive textual references only.
Principal Definitions, Abbreviations, and Acronyms Used in the Text and Notes of this Report
we, us, our and the Company Jackson Financial Inc. and its consolidated subsidiaries, unless the context refers only to Jackson Financial Inc. as a corporate entity (which we refer to as "JFI" or "Jackson Financial")
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
Brooke Re Brooke Life Reinsurance Company, a direct subsidiary of Brooke Life, and a Michigan-based captive reinsurer
Hickory Re Hickory Brooke Reinsurance Company, a direct subsidiary of Brooke Re, and a Michigan-based captive reinsurer
Jackson Finance Jackson Finance LLC, our subsidiary
JNAM Jackson National Asset Management LLC, a direct subsidiary of Jackson National Life
PPMH PPM Holdings, Inc., our subsidiary
PPM PPM America, Inc., a subsidiary of PPMH
ACL Allowance for credit loss
Account value ("AV") or account balance The amount of money in a customer’s account. For example, the account value increases with additional premiums and investment gains, and it decreases with withdrawals, investment losses and fees.
Athene Athene Life Re Ltd. and its affiliates, including Athene Co-Invest Reinsurance Affiliate 1A Ltd.
Athene Reinsurance Transaction The funds withheld coinsurance agreement with Athene, entered on June 18, 2020, and effective June 1, 2020, to reinsure a 100% quota share of a block of our in-force fixed and fixed index annuity liabilities in exchange for approximately $1.2 billion in ceding commissions
AUM ("Assets under management") Investment assets that are managed by our subsidiaries and include: (i) assets managed by PPM, including our investment portfolio (but excluding assets held in funds withheld accounts for reinsurance transactions), (ii) third-party assets, and (iii) the separate account assets of our retail annuities managed and administered by JNAM
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Item 2 | Management’s Discussion and Analysis | Available Information & Principal Definitions
Benefit base A notional amount (not actual cash value) used to calculate guaranteed benefits within an owner's annuity contract and fees due in respect of those guaranteed benefits. The death benefit and living benefit within the same contract may have different benefit bases.
CMBS Commercial mortgage-backed securities
DAC ("Deferred acquisition costs") Represent the incremental costs related directly to the successful acquisition of new, and certain renewal, insurance policies and annuity contracts. The recognition of these costs has been deferred, and the deferred amounts are shown on the balance sheet as an asset, which is amortized over the estimated lives of those policies and contracts.
Deferred tax asset or Deferred tax liability Asset or liability that is recorded for the difference between financial reporting, or book basis, and the tax basis of an asset or a liability
Fixed Annuity An annuity that guarantees a set annual rate of return with interest at rates we determine, subject to specified minimums. Credited interest rates are guaranteed not to change for certain limited periods of time, after which rates may be reset.
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
GIC Guaranteed investment contract
Guarantee Fees Fees charged on our annuity contracts for optional benefit guarantees
GMAB ("Guaranteed minimum accumulation benefit") An add-on benefit (enhanced benefits available for an additional cost) that entitles an owner to a minimum payment, typically in a lump-sum, after a set period of time, referred to as the accumulation period. The minimum payment is based on the benefit base, which could be greater than the underlying account value.
GMDB ("Guaranteed minimum death benefit") An add-on benefit (enhanced benefits available for an additional cost) that guarantees an owner’s beneficiaries are entitled to a minimum payment based on the benefit base, which could be greater than the underlying account value, upon the death of the owner
GMIB ("Guaranteed minimum income benefit") An add-on benefit (available for an additional cost) where an owner is entitled to annuitize the policy and receive a minimum payment stream based on the benefit base, which could be greater than the payment stream resulting from current annuitization of the underlying account value
GMWB ("Guaranteed minimum withdrawal benefit") An add-on benefit (available for an additional cost) where an owner is entitled to withdraw a maximum amount of their benefit base each year, for which cumulative payments to the owner could be greater than the underlying account value
GMWB for Life ("Guaranteed minimum withdrawal benefit for life") An add-on benefit (available for an additional cost) where an owner is entitled to withdraw the guaranteed annual withdrawal amount each year for the duration of the policyholder’s life, regardless of account performance
NAIC National Association of Insurance Commissioners
NAV Net asset value
Net flows Net flows represent the net change in customer account balances during a period, after reflecting gross premium inflows and surrender, withdrawal and benefit payment outflows. Net flows do not include investment performance, interest credited to customer accounts and policy charges.
RBC ("Risk-based capital") Statutory minimum level of capital that is required by regulators for an insurer to support its operations
RBC ratio The ratio of statutory total adjusted capital to company action level required capital. A formal calculation is made annually during the fourth quarter of each year. In other periods, the ratio is estimated.
RILA A registered index-linked annuity, which offers market index-linked investment options, subject to a cap, and a variety of guarantees designed to modify or limit losses
RMBS Residential mortgage-backed securities
Variable annuity An annuity that offers tax-deferred investment into a range of asset classes and a variable return, which offers insurance features related to potential future income payments
VIE Variable interest entity
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Item 2 | Management’s Discussion and Analysis | Overview & Executive Summary
Overview of Management's Discussion and Analysis of Financial Condition and Results of Operations
Jackson Financial Inc. (“Jackson Financial” or “JFI”), along with its subsidiaries (collectively, the “Company,” which also may be referred to as “we,” “our” or “us”), is a financial services company. 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 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. Our market position is supported by our efficient and scalable operating platform and industry-leading distribution network. We believe these core strengths will enable us to grow profitably as an aging U.S. population transitions into retirement.
Executive Summary
This Management’s Discussion and Analysis of Financial Condition and Results of Operation highlights selected information and may not contain all the information that is important to current or potential investors in our securities. You should read this report, including the Condensed Consolidated Financial Statements (Unaudited) and related notes contained in Part I, Item 1 of this report, and our 2025 Annual Report , in their entirety for a more detailed description of events, trends, uncertainties, risks and critical accounting estimates affecting us.
We earn revenues predominantly from fee income, spread income resulting from what we earn on investments versus the interest we credit to contract holders, and margins on other insurance products. Our profitability is dependent on our ability to properly price and manage risk on insurance and annuity products, manage our portfolio of investments effectively, and control costs through expense discipline.
Due to funds withheld reinsurance arrangements, including the Athene Reinsurance Transaction, we hold significant assets whose investment performance accrues to the benefit of the applicable third-party reinsurer.
We experience net income volatility because we do not directly use hedging to offset the movement in our U.S. generally accepted accounting principles ("U.S. GAAP") market risk benefit liabilities as market conditions change from period to period. Our core dynamic hedging program seeks to offset impacts of equity market and interest rate movements on the economic liabilities associated with variable annuity guaranteed benefits and with annuities subject to index interest crediting (RILA and FIA), while our macro hedging program seeks to provide additional liquidity and statutory capital protection as needed. As a result, the changes in the fair value of the derivatives used as part of our overall hedging program are not expected to match the movements in the market risk benefit liabilities resulting in volatility from changes in fair value recorded to net income. Accordingly, we evaluate and manage the performance of our business using Adjusted Operating Earnings, a non-GAAP financial measure, which reduces the impact of market volatility by excluding changes in fair value of freestanding and embedded derivative instruments, market risk benefits and other items. See “Non-GAAP Financial Measures” below for information regarding our non-GAAP financial measures and reconciliations to the most comparable U.S. GAAP measures.
We manage our business through three reportable segments: Retail Annuities, Institutional Products, and Closed Life and Annuity Blocks. We report in Corporate and Other items that are not included in those three segments, including the results of PPM Holdings, Inc., the parent holding company of PPM America, Inc. ("PPM") that manages the majority of our general account investment portfolio. See Note 3 - Segment Information of the Notes to Condensed Consolidated Financial Statements for further information on our segments.
An understanding of several key operating measures, including sales, account value, net flows, benefit base and assets under management ("AUM"), is helpful in evaluating our results. See “Key Operating Measures” below. Finally, we are affected by various economic, industry and regulatory trends , which are described below under “Macroeconomic, Industry and Regulatory Trends.”
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Item 2 | Management’s Discussion and Analysis | Executive Summary
The table below presents selected financial and operating measures:
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
(in millions, except for percentages)
Net income (loss) attributable to Jackson Financial Inc. common shareholders $ 644 $ 168 $ 209 $ 133
Adjusted Operating Earnings (1)
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. (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 %
Adjusted Operating ROE Attributable to Common Shareholders on average equity (1)
19.4 % 12.7 % 16.5 % 13.1 %
(1) Non-GAAP financial 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.
Recent Events of Note
• Capital Returned to Common Shareholders: 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 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 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 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 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 reconciliations to the most comparable U.S. GAAP measures.
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Item 2 | Management’s Discussion and Analysis | Executive Summary
• Brooke Life Reinsurance Company (“Brooke Re”): During the first quarter of 2024, Jackson entered into a 100% coinsurance with funds withheld reinsurance transaction with Brooke Re, a Michigan captive insurer, with all economics of the transaction effective as of January 1, 2024. Jackson and Brooke Re are both direct subsidiaries of Brooke Life Insurance Company ("Brooke Life"). The transaction primarily provides for the cession from Jackson to Brooke Re of liabilities associated with certain guaranteed benefit riders under variable annuity contracts and similar products of Jackson (“market risk benefits”), both in-force on the transaction effective date and written in the future ( i.e. , on a “flow” basis). The reinsurance transaction eliminates upon consolidation at JFI. Holding company liquidity at JFI was not impacted by the transaction.
Brooke Re utilizes a modified U.S. GAAP approach for regulatory reporting purposes primarily related to market risk benefits, with the intent to increase alignment between assets and liabilities in response to changes in economic factors. The modifications include a fixed, long-term volatility assumption and adjustments to discount rates, guarantee fees and administrative expenses.
The transaction and related modified U.S. GAAP approach enable us to largely moderate the impact of the cash surrender value floor on Jackson’s total adjusted capital, statutory required capital, and RBC ratio and enable more efficient economic hedging of the underlying risks of Jackson’s business. Overall, this transaction allows us to optimize our hedging, stabilize capital generation, and produce more predictable financial results going forward.
• Long-term Strategic Partnership with TPG Inc. ("TPG") and formation of Hickory Brooke Reinsurance Company (“Hickory Re”): During the first quarter of 2026, Jackson entered into an agreement providing for a long-term strategic partnership with TPG, combining the strength of Jackson’s annuity product expertise and broad distribution network with TPG’s scaled private credit platform. The partnership aims to expand Jackson’s spread-based product sales and to provide flexibility for future innovative insurance solutions. The benefits of this strategic partnership include increased opportunities for new business and earnings diversification, enhanced profitability and greater long-term value for Jackson stakeholders.
Upon the transaction closing 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. PPM will continue to manage the majority of Jackson’s general account and both Jackson and PPM will retain oversight of Jackson’s investment portfolio. The combination of PPM and TPG’s complementary investment capabilities is expected to enhance Jackson’s profitability and competitive position.
As part of the closing, TPG Operating Group II, L.P. ("TPG Partnership") acquired an approximate 6.5% equity stake for $500 million in Jackson Financial consisting of 4,715,554 shares of JFI common stock. Additionally, TPG issued to Jackson Brooke LLC ("JBLLC"), a wholly owned, indirect subsidiary of Jackson Financial, $150 million equity stake in TPG representing 2,279,109 shares of TPG common stock. Under the terms of the agreement, TPG Partnership and JBLLC have agreed to certain limitations on their ability to divest their respective ownership stakes over time.
During the fourth quarter of 2025, Jackson entered into a reinsurance agreement with Hickory Re, on a quota-share coinsurance basis on certain fixed annuities and fixed index annuities issued by Jackson, including the annuitization of these contracts, with all economics of the transaction effective as of December 1, 2025. In consideration for the ceded contracts, Jackson transferred to Hickory Re an initial reinsurance premium consisting of assets with a market value equal to the estimated statutory reserve amount of the ceded contracts in the amount of $1.2 billion. In addition, Hickory Re will reinsure new sales by Jackson of fixed annuities and fixed index annuities. The reinsurance transaction eliminates upon consolidation at JFI.
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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. For regulatory reporting purposes, Hickory Re measures the liabilities for assumed contracts using a modified U.S. GAAP methodology that is intended to increase alignment between assets and liabilities in response to changes in economic factors.
The combination of these transactions is expected to increase Jackson’s future profitability, general account asset growth and capital generation, supporting growth in free cash flows and capital return to common shareholders.
Key Operating Measures
We use a number of operating measures, discussed below, which management believes provide useful information about our businesses and the operational factors underlying our financial performance.
Sales
Sales of annuities and institutional products include all money deposited by customers into new and existing contracts. 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 June 30, Six Months Ended June 30,
2026 2025 2026 2025
(in millions)
Sales
Variable annuities (1)
$ 2,734 $ 2,525 $ 5,247 $ 5,187
RILA 2,344 1,385 4,354 2,580
Fixed Index Annuities 654 39 1,331 74
Fixed Annuities 158 431 237 570
Total Retail Annuity Sales 5,890 4,380 11,169 8,411
Total Institutional Product Sales 1,401 930 1,511 2,529
Total Sales $ 7,291 $ 5,310 $ 12,680 $ 10,940
(1) Excludes certain internal exchanges.
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.
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Item 2 | Management’s Discussion and Analysis | Key Operating Measures
Account Value
Account value ("AV") generally refers to the account value of our variable annuities, RILA, fixed annuities, fixed index annuities, interest sensitive life, and institutional products. It reflects the total amount of customer invested assets that have accumulated within a respective product and equals cumulative customer contributions, which includes gross deposits or premiums, plus accrued credited interest plus or minus the impact of equity market movements, as applicable, less withdrawals and various fees. We believe account value is a useful metric in providing an understanding of, among other things, the sources of potential fee and spread income generation, potential benefit obligations and risk management priorities.
June 30, 2026 December 31, 2025
(in millions)
Account Value
GMWB For Life $ 179,314 $ 174,293
GMWB 6,233 6,080
GMIB 1,122 1,138
GMAB 570 366
No Living Benefits 64,115 60,880
Total Variable Annuity Account Value 251,354 242,757
RILA 26,149 20,282
Fixed Annuity (1)
3,611 3,432
Fixed Index Annuity (1)
2,735 1,517
Total Fixed & Fixed Index Annuity Account Value (1)
6,346 4,949
Payout Annuity (1)
571 595
Total Retail Annuities Account Value (1)
$ 284,420 $ 268,583
Total Institutional Products Account Value $ 11,018 $ 11,021
Total Closed Life and Annuity Blocks Account Value (1)
$ 7,167 $ 7,357
(1) Net of reinsurance.
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Item 2 | Management’s Discussion and Analysis | Key Operating Measures
Net Flows
Net flows represent the net change in customer account balances during a period, reflecting inflows from gross premiums received and outflows associated with surrenders, withdrawals and benefits payments. Net flows exclude investment performance, interest credited to customer accounts, transfers between fixed and variable benefits for variable annuities, and policy charges. We believe net flows is a useful metric in providing an understanding of, among other things, sales, ongoing premiums and deposits, the changes in account value from period to period, sources of potential fee and spread income, and policyholder behavior.
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
(in millions)
Net Flows:
Variable Annuity $ (4,939) $ (3,887) $ (9,897) $ (8,669)
RILA 2,142 1,314 3,988 2,444
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)
(2,070) (2,153) (4,545) (5,677)
Net flows ceded (641) (724) (1,217) (1,532)
Total Retail Annuities Net Flows, gross of reinsurance (2,711) (2,877) (5,762) (7,209)
Total Institutional Products Net Flows (13) 437 (635) 1,173
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 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. The more recent environment of higher interest rates and attractive annuity alternatives, such as RILA, combined with Jackson’s seasoned “out-of-the-money” book heightens exchange activity for us and the industry.
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Item 2 | Management’s Discussion and Analysis | Key Operating Measures
Benefit Base
Benefit base refers to a notional amount representing the value of a customer’s guaranteed benefit and, therefore, may be a different value from the invested assets in that customer’s account value. The benefit base may be used to calculate the fees for a customer’s guaranteed benefits within an annuity contract. The guaranteed death benefit and guaranteed living benefit within the same contract may not have the same benefit base. 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 June 30, 2026 and December 31, 2025:
June 30, 2026 December 31, 2025
Account Value Benefit Base Account Value Benefit Base
(in millions)
No Living Benefits $ 64,115 N/A $ 60,880 N/A
By Guaranteed Living Benefits:
GMWB for Life 179,314 174,212 174,293 174,976
GMWB 6,233 4,708 6,080 4,768
GMIB (1)
1,122 1,301 1,138 1,396
GMAB 570 515 366 343
Total $ 251,354 $ 180,736 $ 242,757 $ 181,483
By Guaranteed Death Benefit:
Return of AV (No GMDB) $ 34,371 N/A $ 32,326 N/A
Return of Premium 191,255 127,398 185,237 128,793
Highest Anniversary Value ("HAV") 13,443 12,263 13,157 12,367
Rollup 3,093 3,626 3,095 3,774
Combination HAV/Rollup 9,192 9,238 8,942 9,308
Total $ 251,354 $ 152,525 $ 242,757 $ 154,242
(1) Substantially all our GMIB benefits are reinsured.
Assets Under Management
AUM, or assets under management, includes: (i) investment assets managed by one of our subsidiaries, PPM, including our investment portfolio (but excluding assets held in funds withheld accounts for reinsurance transactions) and assets of other institutional clients and (ii) the separate account investment assets of our Retail Annuities segment managed and administered by another Company subsidiary, JNAM. Total AUM reflects exclusions between segments to avoid double counting. 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.
June 30, December 31,
2026 2025
(in millions)
Jackson Invested Assets $ 64,452 $ 58,440
Third Party Invested Assets (including CLOs) 36,615 35,294
Total PPM AUM 101,067 93,734
Total JNAM AUM 266,867 257,325
Total AUM $ 367,934 $ 351,059
Sales of RILA, fixed and fixed index annuities, and institutional products, along with a focus on growing its institutional client assets, contributed to the increase in PPM AUM. The increase in JNAM AUM primarily reflects favorable equity market performance.
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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, investments, cash flows, and capital and liquidity position.
Macroeconomic and Financial Market Conditions
Our business and results of operations are affected by macroeconomic factors. See “Risks to Conditions in Global Financial Markets and the Economy” in Part I, Item 1A. Risk Factors of our 2025 Annual Report for more information.
Government actions, including tariffs, sanctions or other barriers to international trade, restructuring of government services, responses to future pandemics, civil unrest, and geographic conflicts, and the effects that these or other government events could have on levels of U.S. economic activity, could also impact our business through any of their individual impacts on consumers’ behavior or on financial markets.
In the short- to medium-term, increased volatility could pressure sales and reduce demand for our products as consumers consider purchasing alternative products to meet their objectives. Our financial performance can be adversely affected by market volatility and equity market declines if the account values of our annuities against which we assess fees fluctuate, hedging costs increase, or revenues decline due to reduced sales and increased outflows.
Equity Market Environment
Our financial performance is impacted by equity market performance.
• Variable Annuity Fees: Fees we earn that are not associated with guaranteed benefits are mainly based on the account value, which increases as equity market levels increase.
• Index Interest Crediting on RILA and FIA Contracts: RILA and FIA products feature a crediting rate formulaically linked to the performance of an external equity index. The interest credited to the contract increases as equity market levels increase.
• Hedge Effectiveness in Face of Volatility: Our hedges could be less effective in periods of large directional movements, or we could experience more frequent or more costly rebalancing in periods of high volatility. This could lead to adverse performance versus our hedge targets and increased hedging costs.
• Basis Risk: We are exposed to basis risk, which results from our inability to purchase or sell hedge assets whose performance fully correlates to the performance of the funds into which customers allocate their assets. We make available to customers funds where we believe we can transact in sufficiently correlated hedge assets, yet we anticipate some variance in the performance of our hedge assets relative to customer funds. This variance may result in our hedge assets outperforming or underperforming the customer assets they are intended to match. This variance may be exacerbated during periods of high volatility, leading to a mismatch in our hedge results relative to our hedge targets, and potentially an adverse effect on our U.S. GAAP results.
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Item 2 | Management’s Discussion and Analysis | Macroeconomic, Industry and Regulatory Trends
Interest Rate Environment
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. If earnings on our investment portfolio decline, those GMICRs may result in net investment spread compression that negatively impacts earnings. Many of our annuities have GMICRs that reset at contractually specified times after issue, subject to a contractually specified minimum. In a rising interest rate environment, these GMICRs can increase over time. Conversely, in a falling interest rate environment, the interest crediting rate will eventually decrease; however, there may be a lag between interest rate movements and the GMICR reset, temporarily limiting our ability to lower crediting rates. 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.
• 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. This increases the amount of regulatory reserves that our insurance subsidiaries are required to hold, decreasing regulatory surplus, which could adversely affect our insurance subsidiaries' ability to pay dividends.
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Item 2 | Management’s Discussion and Analysis | Macroeconomic, Industry and Regulatory Trends
Credit Market Environment
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 ("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. Also, shifts in the credit quality or credit rating downgrades of our investments as a result of stressed credit conditions may impact the level of regulatory required capital for our insurance company subsidiaries. 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.
Consumer Behavior
We believe that many retirees look to tax-efficient savings products as a tool for addressing their unmet need for retirement planning. We believe our products are well-positioned to meet this increasing consumer demand. However, consumer behavior may be impacted by increased economic uncertainty, unemployment rates, inflation rates, declining equity markets, significant changes in interest rates and increased volatility of financial markets. In recent years, we have introduced or reintroduced products, such as RILA or fixed annuities, to better address changes in consumer demand and targeted distribution channels that meet changes in consumer preferences.
Demographics
We expect demographic trends in the U.S. population, in particular the increase in the number of retirement age individuals, to generate significant demand for our products. In addition, the potential risk to government social safety net programs and shifting of responsibility for retirement planning and financial security from employers and other institutions to employees, highlight the need for individuals to plan for their long-term financial security and will create additional opportunities to generate sustained demand for our products. We believe we are well-positioned to capture the increased demand generated by these demographic trends.
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Item 2 | Management’s Discussion and Analysis | Macroeconomic, Industry and Regulatory Trends
Regulatory Policy
We operate in a highly regulated industry. Our insurance company subsidiaries are regulated primarily at the state level, with some policies and products also subject to federal regulation. New federal and state regulations could impact our business model, as described below and in Part I. Business - Regulation in our 2025 Annual Report. Our ability to respond to changes in regulation and other legislative activity is critical to our long-term financial performance. T he following items could materially impact our business:
Legislative Reforms
In recent years, Congress approved legislation beneficial to our business model. The Setting Every Community Up for Retirement Enhancement Act of 2019 (the "SECURE Act"), approved by Congress on December 20, 2019, provides individuals with greater access to retirement products. Namely, it made it easier for 401(k) programs to offer annuities as an investment option by, among other things, creating a statutory safe harbor in ERISA for a retirement plan’s selection of an annuity provider. On December 29, 2022, Congress signed into law the SECURE 2.0 Act of 2022 (“SECURE 2.0”). SECURE 2.0 expands automatic enrollment programs, increases the age for required minimum distributions, and eliminates age requirements for traditional IRA contributions. These changes are intended to expand and increase Americans’ retirement savings.
Tax Laws
Our annuities offer investors the opportunity to benefit from tax deferrals. If U.S. tax laws change such that our annuities no longer offer tax-deferred advantages, demand for our products could materially decrease.
Changes to individual income tax rates and other elements of tax policy can make the tax deferral aspects of our products more or less attractive to consumers, affecting demand for our products.
Non-GAAP Financial Measures
In addition to presenting our results of operations and financial condition in accordance with U.S. GAAP, we use and report selected non-GAAP financial measures. Management believes that the use of these non-GAAP financial measures, together with relevant U.S. GAAP financial measures, provides a better understanding of our results of operations, financial condition and the underlying performance drivers of our business. These non-GAAP financial measures should be considered supplementary to our results of operations and financial condition that are presented in accordance with U.S. GAAP. Other companies may use similarly titled non-GAAP financial measures that are calculated differently from the way we calculate such measures. Consequently, our non-GAAP financial measures may not be comparable to similar measures used by other companies. These non-GAAP financial measures should not be viewed as substitutes for the most directly comparable financial measures calculated in accordance with U.S. GAAP.
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Item 2 | Management’s Discussion and Analysis | Non-GAAP Financial Measures
Adjusted Operating Earnings
Adjusted Operating Earnings is an after-tax non-GAAP financial measure, which we believe should be used to evaluate our financial performance on a consolidated basis by excluding certain items that may be highly variable from period to period due to accounting treatment under U.S. GAAP or that are non-recurring in nature, as well as certain other revenues and expenses that we do not view as driving our underlying performance. Adjusted Operating Earnings should not be used as a substitute for net income as calculated in accordance with U.S. GAAP. However, we believe the adjustments to net income are useful for gaining an understanding of our overall results of operations.
Adjusted Operating Earnings equals our Net income (loss) attributable to Jackson Financial Inc.'s common shareholders (which excludes income attributable to non-controlling interest and dividends on preferred stock) adjusted to eliminate the impact of the items described in the following numbered paragraphs. These items are excluded as they may vary significantly from period to period due to near-term market conditions or are otherwise not directly comparable or reflective of the underlying performance of our business. We believe these exclusions provide investors a better picture of the drivers of our underlying performance.
1. Net Hedging Results : Comprised of: (i) fees attributed to guaranteed benefits; (ii) net gains (losses) on hedging instruments which includes: (a) changes in the fair value of freestanding derivatives, and related commissions and expenses, used to manage the risk associated with market risk benefits and other benefit features, excluding earned income from periodic settlements and changes in settlement accruals on cross-currency swaps; and (b) investment income and change in fair value of certain non-derivative assets used to manage the risk associated with market risk benefits and other benefit features; and (iii) the movements in reserves, market risk benefits, benefit features accounted for as embedded derivative instruments adjusted to exclude the cost of hedging for certain indexed annuity products, and related claims and benefit payments (excluding impacts of actuarial assumption updates and model enhancements). We believe excluding these items removes the impact to both revenue and related expenses associated with Net Hedging Results.
2. Amortization of DAC Associated with Non-operating Items at Date of Transition to LDTI: Amortization of the balance of unamortized deferred acquisition costs, at January 1, 2021, the date of transition to current Long Duration Targeted Improvements ("LDTI") accounting guidance, associated with items excluded from pretax adjusted operating earnings prior to transition.
3. Actuarial Assumption Updates and Model Enhancements: The impact on the valuation of MRBs and embedded derivatives arising from our annual actuarial assumption updates and model enhancements review.
4. Net Realized Investment Gains and Losses: Comprised of: (i) realized investment gains and losses associated with the periodic sales or disposals of securities, excluding those held within our trading portfolio; (ii) impairments of securities, after adjustment for the non-credit component of the impairment charges; and (iii) foreign currency gain or loss on foreign denominated funding agreements and associated cross-currency swaps.
5. Change in Value of Funds Withheld Embedded Derivative and Net Investment Income on Funds Withheld Assets: Composed of: (i) the change in fair value of funds withheld embedded derivatives; and (ii) net investment income on funds withheld assets related to funds withheld reinsurance transactions.
6. Other Items : Comprised of: (i) the impact of investments that are consolidated in our financial statements due to U.S. GAAP accounting requirements, such as our investments in collateralized loan obligations ("CLOs"), but for which the consolidation effects are not consistent with our economic interest or exposure to those entities; (ii) impacts from derivatives not included in Net Hedging Results or Net Realized Investment Gains or Losses (see 1. and 4. above), excluding earned income from periodic settlements and changes in settlement accruals on cross-currency swaps; (iii) investment income (loss) related to mark-to-market on TPG shares, which are subject to certain sales restrictions; and (iv) one-time or other non-recurring items.
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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.
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 June 30, Six Months Ended June 30,
2026 2025 2026 2025
(in millions)
Net income (loss) attributable to Jackson Financial Inc common shareholders $ 644 $ 168 $ 209 $ 133
Add: dividends on preferred stock 11 11 22 22
Add: income tax expense (benefit) 5 4 25 5
Pretax income (loss) attributable to Jackson Financial Inc 660 183 256 160
Non-operating adjustments (income) loss:
Guaranteed benefits and hedging results:
Fees attributable to guarantee benefit reserves (714) (764) (1,485) (1,532)
Net gains (losses) on hedging instruments (176) 1,840 284 829
Market risk benefits (gains) losses, net (2,053) (2,203) (383) 43
Net reserve and embedded derivative movements 2,671 1,066 1,964 733
Total net hedging results (272) (61) 380 73
Amortization of DAC associated with non-operating items at date of transition to LDTI 118 127 239 255
Net realized investment (gains) losses 27 (30) 69 36
Net realized investment (gains) losses on funds withheld assets 297 327 456 715
Net investment income on funds withheld assets (201) (227) (400) (454)
Other items (11) 87 48 63
Total non-operating adjustments (42) 223 792 688
Pretax adjusted operating earnings 618 406 1,048 848
Less: operating income tax expense (benefit) 94 45 152 100
Adjusted operating earnings before dividends on preferred stock 524 361 896 748
Less: dividends on preferred stock 11 11 22 22
Adjusted operating earnings $ 513 $ 350 $ 874 $ 726
Adjusted Book Value Attributable to Common Shareholders and Adjusted Operating ROE Attributable to Common Shareholders
We use Adjusted Operating Return on Equity ("ROE") Attributable to Common Shareholders to manage our business and evaluate our financial performance that: (i) excludes items that vary from period to period due to accounting treatment under U.S. GAAP or that are non-recurring in nature, as such items may distort the underlying performance of our business; and (ii) is calculated by dividing our Adjusted Operating Earnings by average Adjusted Book Value Attributable to Common Shareholders.
Adjusted Book Value Attributable to Common Shareholders excludes Preferred Stock and AOCI attributable to Jackson Financial, which does not include AOCI arising from investments held within the funds withheld account related to the Athene Reinsurance Transaction.
We exclude AOCI attributable to Jackson Financial from Adjusted Book Value Attributable to Common Shareholders because our invested assets are generally invested to closely match the duration of our liabilities, which are longer duration in nature, and therefore we believe period-to-period fair market value fluctuations in AOCI to be inconsistent with this objective. We believe excluding AOCI attributable to Jackson Financial is more useful to investors in analyzing trends in our business because it removes those short-term fluctuations. 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.
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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. GAAP. However, we believe the adjustments to equity and earnings are useful to gaining an understanding of our overall results of operations.
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 June 30, Six Months Ended June 30,
2026 2025 2026 2025
(in millions, except percentages)
Net income (loss) attributable to Jackson Financial Inc. common shareholders $ 644 $ 168 $ 209 $ 133
Adjusted Operating Earnings 513 350 874 726
Total shareholders' equity $ 9,962 $ 10,354 $ 9,962 $ 10,354
Less: Preferred stock 533 533 533 533
Total common shareholders' equity 9,429 9,821 9,429 9,821
Adjustments to total common shareholders’ equity:
Exclude AOCI attributable to Jackson Financial Inc. (1)
1,387 1,233 1,387 1,233
Adjusted Book Value Attributable to Common Shareholders $ 10,816 $ 11,054 $ 10,816 $ 11,054
ROE Attributable to Common Shareholders 28.0 % 6.9 % 4.5 % 2.8 %
Adjusted Operating ROE Attributable to Common Shareholders on average equity 19.4 % 12.7 % 16.5 % 13.1 %
(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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Item 2 | Management’s Discussion and Analysis | Non-GAAP Financial Measures
Free Cash Flow
Free cash flow is Jackson Financial Inc. (Parent Company only) net cash provided by (used in) operating activities less preferred stock dividends and capital contributions to PPM or other subsidiaries, plus the return of capital from subsidiaries. Free cash flow should not be used as a substitute for Jackson Financial’s (Parent Company only) net cash provided by (used in) operating activities calculated in accordance with U.S. GAAP. 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 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 —
Capital contributed to Hickory Re — — (500) —
Jackson Financial expenses and other, net (38) (35) (75) (62)
Free Cash Flow $ 287 $ 290 $ 575 $ 503
(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. (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 June 30, Six Months Ended June 30,
2026 2025 2026 2025
(in millions)
Jackson Financial Inc. (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:
Issuance of treasury stock to TPG — — 500 —
Capital distributions from subsidiaries 325 325 605 520
Capital contributed to subsidiaries — — (500) —
Dividends on preferred stock (11) (11) (22) (22)
Total adjustments 314 314 583 498
Free cash flow $ 287 $ 290 $ 575 $ 503
Free Cash Flow Comprised of:
Issuance of treasury stock to TPG $ — $ — $ 500 $ —
Capital distributions from subsidiaries 325 325 605 520
Interest on surplus notes from subsidiary — — 45 45
Cash distributed to Jackson Financial 325 325 1,150 565
Capital contributed to Hickory Re — — (500) —
Parent company expenses (37) (29) (66) (57)
Net investment income and other income 8 6 15 14
Other, net (9) (12) (24) (19)
Jackson Financial expenses and other, net (38) (35) (75) (62)
Free cash flow $ 287 $ 290 $ 575 $ 503
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Item 2 | Management’s Discussion and Analysis | Consolidated Results of Operations
Consolidated Results of Operations
The following table sets forth, for the periods presented, certain data from our Condensed Consolidated Income Statements. 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 June 30, Six Months Ended June 30,
2026 2025 2026 2025
(in millions)
Revenues
Fee income $ 1,968 $ 1,942 $ 3,966 $ 3,928
Premiums 38 40 66 80
Net investment income:
Net investment income excluding funds withheld assets 727 491 1,268 1,019
Net investment income on funds withheld assets 201 227 400 454
Total net investment income 928 718 1,668 1,473
Net gains (losses) on derivatives and investments:
Net gains (losses) on derivatives and investments (2,487) (2,860) (2,204) (1,517)
Net gains (losses) on funds withheld reinsurance treaties (297) (327) (456) (715)
Total net gains (losses) on derivatives and investments (2,784) (3,187) (2,660) (2,232)
Other income 18 16 30 30
Total revenues 168 (471) 3,070 3,279
Benefits and Expenses
Death, other policy benefits and change in policy reserves, net of deferrals 221 256 479 500
(Gain) loss from updating future policy benefits cash flow assumptions, net 20 12 38 24
Market risk benefits (gains) losses, net (2,053) (2,203) (383) 43
Interest credited on other contract holder funds, net of deferrals and amortization 320 295 635 583
Interest expense 27 25 52 50
Operating costs and other expenses, net of deferrals 687 681 1,422 1,358
Amortization of deferred acquisition costs 281 274 562 549
Total benefits and expenses (497) (660) 2,805 3,107
Pretax income (loss) 665 189 265 172
Income tax expense (benefit) 5 4 25 5
Net income (loss) 660 185 240 167
Less: Net income (loss) attributable to noncontrolling interests 5 6 9 12
Net income (loss) attributable to Jackson Financial Inc. 655 179 231 155
Less: Dividends on preferred stock 11 11 22 22
Net income (loss) attributable to Jackson Financial Inc. common shareholders $ 644 $ 168 $ 209 $ 133
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Item 2 | Management’s Discussion and Analysis | Consolidated Results of Operations
Three Months Ended June 30, 2026 compared to Three Months Ended June 30, 2025
Pretax Income (Loss)
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
(in millions)
Net gains (losses) excluding derivatives and funds withheld assets $ (21) $ (109) $ 88
Net gains (losses) on freestanding derivatives 155 (1,755) 1,910
Net gains (losses) on embedded derivatives (excluding funds withheld reinsurance) (2,621) (996) (1,625)
Net gains (losses) on derivative instruments (2,466) (2,751) 285
Net gains (losses) on funds withheld reinsurance (297) (327) 30
Total net gains (losses) on derivatives and investments $ (2,784) $ (3,187) $ 403
◦ 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 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; and
• $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:
• $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; and
• $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.
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Item 2 | Management’s Discussion and Analysis | Consolidated Results of Operations
Income Taxes
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; and
• $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:
• $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)
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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; and
◦ 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; and
• $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 Taxes
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). The ETR, excluding significant, unusual or infrequently occurring items, differs from the statutory rate of 21% primarily due to the dividends received deduction and utilization of foreign tax credits. See Note 15 - Income Taxes of the Notes to Consolidated Financial Statements in our 2025 Annual Report and Note 15 - Income Taxes of the Notes to Condensed Consolidated Financial Statements in this report for more information.
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Item 2 | Management’s Discussion and Analysis | Segment Results of Operations
Segment Results of Operations
We manage our business through three reportable segments: Retail Annuities, Institutional Products, and Closed Life and Annuity Blocks. We report certain activities and items that are not included in these segments, including the results of PPM Holdings, Inc., the holding company of PPM, within Corporate and Other. The following tables and discussion represent an overall view of our results of operations for each segment.
Pretax Adjusted Operating Earnings by Segment
The following table summarizes pretax adjusted operating earnings (non-GAAP) from the Company's business segment operations and also provides a reconciliation of the segment measure to net income on a consolidated U.S. GAAP basis. As part of the Company’s asset liability management program, management monitors the allocation of invested assets supporting the Company’s contractual liabilities. 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 June 30, Six Months Ended June 30,
2026 2025 2026 2025
(in millions)
Pretax Adjusted Operating Earnings by Segment:
Retail Annuities $ 621 $ 417 $ 1,089 $ 837
Institutional Products 29 19 57 37
Closed Life and Annuity Blocks (10) 22 (39) 50
Corporate and Other (22) (52) (59) (76)
Pretax Adjusted Operating Earnings 618 406 1,048 848
Pre-tax reconciling items from adjusted operating income to net income (loss) attributable to Jackson Financial Inc.:
Guaranteed benefits and hedging results:
Fees attributable to guarantee benefit reserves 714 764 1,485 1,532
Net gains (losses) on hedging instruments 176 (1,840) (284) (829)
Market risk benefits gains (losses), net 2,053 2,203 383 (43)
Net reserve and embedded derivative movements (2,671) (1,066) (1,964) (733)
Total net hedging results 272 61 (380) (73)
Amortization of DAC associated with non-operating items at date of transition to LDTI (118) (127) (239) (255)
Net realized investment gains (losses) (27) 30 (69) (36)
Net realized investment gains (losses) on funds withheld assets (297) (327) (456) (715)
Net investment income on funds withheld assets 201 227 400 454
Other items 11 (87) (48) (63)
Total pre-tax reconciling items 42 (223) (792) (688)
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
Less: Dividends on preferred stock 11 11 22 22
Net income (loss) attributable to Jackson Financial Inc. common shareholders $ 644 $ 168 $ 209 $ 133
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Item 2 | Management’s Discussion and Analysis | Segment Results of Operations
Retail Annuities
The following table sets forth, for the periods presented, certain data underlying the pretax adjusted operating earnings results for our Retail Annuities segment. 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 June 30, Six Months Ended June 30,
2026 2025 2026 2025
(in millions)
Retail Annuities:
Operating Revenues
Fee income $ 1,140 $ 1,059 $ 2,251 $ 2,154
Premiums 18 20 23 34
Net investment income 388 204 708 391
Other income 7 7 13 14
Total Operating Revenues 1,553 1,290 2,995 2,593
Operating Benefits and Expenses
Death, other policy benefits and change in policy reserves 30 33 60 62
(Gain) loss from updating future policy benefits cash flow assumptions, net — (1) (1) (4)
Interest credited 130 101 248 195
Interest expense 5 5 11 11
Asset-based commission expenses 298 273 593 557
Other commission expenses 345 235 660 441
Sub-advisor expenses 74 78 150 158
General and administrative expenses 191 189 423 389
Deferral of acquisition costs (302) (185) (557) (343)
Amortization of deferred acquisition costs 161 145 319 290
Total Operating Benefits and Expenses 932 873 1,906 1,756
Pretax Adjusted Operating Earnings $ 621 $ 417 $ 1,089 $ 837
The following table summarizes a roll-forward of activity affecting account value for our Retail Annuities segment for the periods indicated:
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
(in millions)
Retail Annuities Account Value:
Balance as of beginning of period $ 257,123 $ 240,806 $ 268,583 $ 251,665
Premiums and deposits (1)
5,917 4,421 11,235 8,509
Surrenders, withdrawals, and benefits (1)
(7,987) (6,574) (15,780) (14,186)
Net flows (2,070) (2,153) (4,545) (5,677)
Investment performance 27,362 18,926 19,759 12,611
Change in value of equity option 2,620 993 1,856 598
Interest credited 124 101 240 195
Policy charges and other (739) (721) (1,473) (1,440)
Balance as of end of period, net of ceded reinsurance 284,420 257,952 284,420 257,952
Ceded reinsurance 11,679 13,704 11,679 13,704
Balance as of end of period, gross of reinsurance $ 296,099 $ 271,656 $ 296,099 $ 271,656
(1) Excludes certain internal exchanges.
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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 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 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; and
• $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:
• $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; and
• $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 $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.
110
Item 2 | Management’s Discussion and Analysis | Segment Results of Operations
Institutional Products
The following table sets forth, for the periods presented, certain data underlying the pretax adjusted operating earnings results for our Institutional Products segment. 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 June 30, Six Months Ended June 30,
2026 2025 2026 2025
(in millions)
Institutional Products:
Operating Revenues
Net investment income $ 140 $ 125 $ 283 $ 241
Total Operating Revenues 140 125 283 241
Operating Benefits and Expenses
Interest credited 109 104 223 201
General and administrative expenses 2 2 3 3
Total Operating Benefits and Expenses 111 106 226 204
Pretax Adjusted Operating Earnings $ 29 $ 19 $ 57 $ 37
The following table summarizes a roll-forward of activity affecting account value for our Institutional Products segment for the periods indicated:
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
(in millions)
Institutional Products:
Balance as of beginning of period $ 11,141 $ 9,262 $ 11,021 $ 8,384
Premiums and deposits 1,401 930 1,511 2,529
Surrenders, withdrawals, and benefits (1,414) (493) (2,146) (1,356)
Net flows (13) 437 (635) 1,173
Interest credited 109 104 223 201
Policy charges and other (1)
(219) 551 409 596
Balance as of end of period $ 11,018 $ 10,354 $ 11,018 $ 10,354
(1) Includes net deposit and withdrawal activity for FABCP funding agreements, which are generally short-term in nature. 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 June 30, 2026 compared to Three Months Ended June 30, 2025
Pretax Adjusted Operating Earnings
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.
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Item 2 | Management’s Discussion and Analysis | Segment Results of Operations
Account Value
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.
Closed Life and Annuity Blocks
The following table sets forth, for the periods presented, certain data underlying the pretax adjusted operating earnings results for our Closed Life and Annuity Blocks segment. 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 June 30, Six Months Ended June 30,
2026 2025 2026 2025
(in millions)
Closed Life and Annuity Blocks:
Operating Revenues
Fee income $ 102 $ 107 $ 205 $ 215
Premiums 22 21 47 50
Net investment income 140 181 286 368
Other income 5 5 11 11
Total Operating Revenues 269 314 549 644
Operating Benefits and Expenses
Death, other policy benefits and change in policy reserves, net of deferrals 135 154 306 308
(Gain) loss from updating future policy benefits cash flow assumptions, net 20 11 36 25
Interest credited 86 90 172 187
Other commission expenses 8 8 15 17
General and administrative expenses 28 27 55 54
Deferral of acquisition costs — — — (1)
Amortization of deferred acquisition costs 2 2 4 4
Total Operating Benefits and Expenses 279 292 588 594
Pretax Adjusted Operating Earnings $ (10) $ 22 $ (39) $ 50
112
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 $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; and
• $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.
113
Item 2 | Management’s Discussion and Analysis | Segment Results of Operations
Corporate and Other
Corporate and Other includes the operations of PPM Holdings, Inc., the parent holding company of PPM, and unallocated corporate revenue and expenses, as well as certain eliminations and consolidation adjustments. The following table sets forth, for the periods presented, certain data underlying the pretax adjusted operating earnings results for Corporate and Other. 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 June 30, Six Months Ended June 30,
2026 2025 2026 2025
(in millions)
Corporate and Other:
Operating Revenues
Fee income $ 10 $ 10 $ 21 $ 22
Net investment income 27 8 35 19
Other income 6 4 6 5
Total Operating Revenues 43 22 62 46
Operating Benefits and Expenses
Interest expense 22 20 41 39
Sub-advisor expenses (1) (2) (3) (4)
General and administrative expenses 44 56 83 87
Total Operating Benefits and Expenses 65 74 121 122
Pretax Adjusted Operating Earnings $ (22) $ (52) $ (59) $ (76)
Three Months Ended June 30, 2026 compared to Three Months Ended June 30, 2025
Pretax Adjusted Operating Earnings
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.
114
Item 2 | Management’s Discussion and Analysis | Investments
Investments
Our investment portfolio primarily consists of fixed-income securities and loans, publicly-traded corporate and government bonds, private securities and loans, asset-backed securities and mortgage loans. Asset-backed securities include mortgage-backed and other structured securities. The fair value of these and our other invested assets fluctuates depending on market and other general economic conditions and the interest rate environment and is affected by other economic factors.
Investment Strategy
Our overall investment strategy seeks to maintain a diversified and largely investment grade fixed income portfolio that is capital efficient, achieves risk-adjusted returns that support competitive pricing for our products, generates profitable growth of our business and maintains adequate liquidity to support our obligations. We utilize repurchase and reverse repurchase transactions as a part of our overall portfolio management program to assist with collateral requirements associated with our hedging program and other liquidity needs of our insurance subsidiaries.
Our investment program seeks to generate a competitive rate of return on our invested assets to support the profitable growth of our business, while maintaining investment portfolio allocations within the Company’s risk tolerance. This means maximizing risk-adjusted return within the context of a largely fixed income portfolio while also managing exposure to downside risk in a stressed environment, regulatory and rating agency capital models, overall portfolio yield, diversification and correlation with other investments and company exposures.
The investments within our investment portfolio are primarily managed by PPM, our wholly-owned registered investment advisor. Our investment strategy benefits from PPM’s ability to originate investments directly, as well as participate in transactions originated by banks, investment banks, commercial finance companies and other intermediaries. Certain investments held in funds withheld accounts for reinsurance transactions are managed by Apollo Insurance Solutions Group LP ("Apollo"), an Athene affiliate. See Note 8 - Reinsurance of the Notes to Condensed Consolidated Financial Statements for further details . We use other third-party investment managers for certain niche asset classes. 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. The fixed income portion of the SAA is assessed relative to a customized index of public corporate bonds that represents a close approximation of the maturity profile of our liabilities and a credit quality mix that is consistent with our risk tolerance. PPM’s objective is to outperform this index on a number of measures including portfolio yield, total return and capital loss due to downgrades and defaults. While PPM has access to a broad universe of potential investments, we believe grounding the investment program with a customized public corporate index that can be easily tracked and monitored helps guide PPM in meeting the risk and return expectations and assists with performance evaluation.
Recognizing the trade-offs between the level of risk, required capital, liquidity and investment return, the largest allocation within our investment portfolio is to investment grade fixed income securities. As previously mentioned, our investment manager accesses a broad universe of potential investments to construct the investment portfolio and considers the benefits of diversification across various sectors, collateral types and asset classes. To this end, our SAA and investment portfolio includes allocations to public and private corporate bonds (both investment grade and high yield), mortgage loans, structured securities, private equity and U.S. Treasury securities. These U.S. Treasury securities, while lower yielding than other alternatives, provide a higher level of liquidity and play a role in managing our interest rate exposure.
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Item 2 | Management’s Discussion and Analysis | Investments
Portfolio Composition
The following table summarizes the carrying values of our investments:
June 30, 2026 December 31, 2025
Investments excluding Funds Withheld Funds Withheld Total Investments excluding Funds Withheld Funds Withheld Total
(in millions)
Debt Securities, available-for-sale, net of allowance for credit losses $ 45,338 $ 6,870 $ 52,208 $ 39,374 $ 7,947 $ 47,321
Debt Securities, at fair value under fair value option 3,352 182 3,534 3,464 6 3,470
Equity securities, at fair value 209 53 262 84 88 172
Mortgage loans, net of allowance for credit losses 8,428 1,986 10,414 7,785 2,102 9,887
Mortgage loans, at fair value under fair value option — 595 595 — 324 324
Policy loans 856 3,628 4,484 878 3,548 4,426
Freestanding derivative instruments 416 6 422 452 (4) 448
Other invested assets 2,705 687 3,392 2,473 712 3,185
Total investments $ 61,304 $ 14,007 $ 75,311 $ 54,510 $ 14,723 $ 69,233
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 $3,392 million at June 30, 2026 from $3,185 million at December 31, 2025 .
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Item 2 | Management’s Discussion and Analysis | Investments
Debt Securities
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
Unrealized
Gains Gross Unrealized
Losses Fair
Value
U.S. government securities $ 4,335 $ — $ — $ 866 $ 3,469
Other government securities 1,288 — 8 184 1,112
Corporate securities
Utilities 7,155 — 47 504 6,698
Energy 3,954 5 34 218 3,765
Banking 3,724 — 30 110 3,644
Healthcare 3,881 — 21 332 3,570
Finance/Insurance 6,032 — 38 318 5,752
Technology/Telecom 2,907 — 9 196 2,720
Consumer goods 2,775 — 25 238 2,562
Industrial 1,913 — 15 81 1,847
Capital goods 1,926 — 15 103 1,838
Real estate 2,351 — 9 94 2,266
Media 972 — 4 102 874
Transportation 1,647 — 8 133 1,522
Retail 1,442 — 6 125 1,323
Other (1)
3,367 — 22 91 3,298
Total Corporate Securities 44,046 5 283 2,645 41,679
Residential mortgage-backed 456 1 20 29 446
Commercial mortgage-backed 2,087 — 4 62 2,029
Other asset-backed securities 7,137 18 16 128 7,007
Total Debt Securities $ 59,349 $ 24 $ 331 $ 3,914 $ 55,742
(1) No single remaining industry exceeds 3% of the portfolio.
117
Item 2 | Management’s Discussion and Analysis | Investments
December 31, 2025 Amortized
Cost Allowance for Credit Loss Gross
Unrealized
Gains Gross Unrealized
Losses Fair
Value
U.S. government securities $ 3,854 $ — $ 2 $ 851 $ 3,005
Other government securities 1,254 — 4 193 1,065
Corporate securities
Utilities 6,529 — 75 458 6,146
Energy 3,678 — 51 211 3,518
Banking 3,230 — 62 97 3,195
Healthcare 3,685 — 37 313 3,409
Finance/Insurance 5,816 — 83 300 5,599
Technology/Telecom 2,798 — 20 182 2,636
Consumer goods 2,753 — 40 267 2,526
Industrial 1,828 — 26 79 1,775
Capital goods 1,853 — 25 98 1,780
Real estate 1,869 — 21 79 1,811
Media 1,021 — 7 100 928
Transportation 1,559 — 16 125 1,450
Retail 1,328 — 10 116 1,222
Other (1)
3,097 — 45 75 3,067
Total Corporate Securities 41,044 — 518 2,500 39,062
Residential mortgage-backed 445 4 24 23 442
Commercial mortgage-backed 1,873 — 10 54 1,829
Other asset-backed securities 5,491 7 34 130 5,388
Total Debt Securities $ 53,961 $ 11 $ 592 $ 3,751 $ 50,791
(1) No single remaining industry exceeds 3% of the portfolio.
Evaluation of Available-For-Sale Debt Securities for Credit Loss
See Note 4 - Investments of the Notes to Condensed Consolidated Financial Statements for information about how we evaluate our available-for-sale debt securities for credit loss.
Equity Securities
Equity securities consist of investments in common and preferred stock and mutual fund investments. Common and preferred stock investments generally arise out of previous private equity investments or other settlements rather than as direct investments. Mutual fund investments typically represent investments made in our own mutual funds to seed those structures for external issuance at a later date. The following table summarizes our holdings:
June 30, December 31,
2026 2025
(in millions)
Common Stock $ 103 $ 7
Preferred Stock 98 135
Mutual Funds 61 30
Total $ 262 $ 172
Mortgage Loans
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.
118
Item 2 | Management’s Discussion and Analysis | Investments
The table below presents the carrying value, net of allowance for credit loss, of our mortgage loans by property type:
June 30, December 31,
2026 2025
(in millions)
Commercial:
Apartment $ 3,332 $ 2,866
Hotel 812 789
Office 1,212 1,171
Retail 1,650 1,664
Warehouse 2,266 2,217
Other 423 367
Total Commercial
9,695 9,074
Residential 1,490 1,270
Total 11,185 10,344
ACL (1)
(176) (133)
Total with ACL $ 11,009 $ 10,211
(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:
June 30, December 31,
2026 2025
(in millions)
United States:
East North Central $ 1,304 $ 1,075
East South Central 279 289
Middle Atlantic 1,414 1,250
Mountain 858 764
New England 201 211
Pacific 2,440 2,235
South Atlantic 2,314 2,165
West North Central 730 720
West South Central 1,352 1,292
Total United States 10,892 10,001
Foreign 117 210
Total $ 11,009 $ 10,211
119
Item 2 | Management’s Discussion and Analysis | Investments
The following table provides information about the credit quality of our mortgage loans:
June 30, December 31,
2026 2025
(in millions)
Commercial mortgage loans
Loan to value ratios:
Less than 70% $ 7,996 $ 7,276
70% - 80% 1,225 1,287
80% - 100% 171 246
Greater than 100% 146 148
Total 9,538 8,957
Residential mortgage loans
Performing 1,425 1,190
Nonperforming (1)
46 64
Total 1,471 1,254
Total mortgage loans $ 11,009 $ 10,211
(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:
June 30,
2026 2025
(in millions)
Balance at beginning of year $ 133 $ 121
Charge offs, net of recoveries (10) (6)
Reductions for mortgages disposed — (2)
Provision (release) 53 24
Balance at end of period $ 176 $ 137
The Company’s mortgage loans that are current and in good standing are accruing interest. Interest is not accrued on loans greater than 90 days delinquent or in process of foreclosure, when deemed uncollectible. Delinquency status is determined from the date of the first missed contractual payment. 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):
June 30, 2026 December 31, 2025
Recorded investment (1)
$ 23 $ 38
Unpaid principal balance 25 45
Related loan allowance — 1
Average recorded investment 24 29
Investment income recognized — 1
(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.
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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 June 30, 2026 and December 31, 2025.
Evaluation of Invested Assets
We perform regular evaluations of our invested assets. On a monthly basis, management identifies those investments that may require additional monitoring and carefully reviews the carrying value of such investments to determine whether specific investments should be placed on a non-accrual status and if an allowance for credit loss is required. In making these reviews, management principally considers the adequacy of any collateral, compliance with contractual covenants, the borrower’s recent financial performance, news reports and other externally generated information concerning the borrower’s affairs. In the case of publicly traded bonds, management also considers market value quotations, where available. For mortgage loans, management generally considers information concerning the mortgaged property, including factors impacting the current and expected payment status of the loan and, if available, the current fair value of the underlying collateral. For investments in partnerships, management reviews the financial statements and other information provided by the general partners.
To determine an allowance for credit loss, we consider a security’s forecasted cash flows as well as the severity of depressed fair values. Investment income is not accrued on securities in default and otherwise where the collection is uncertain. Subsequent receipts of interest on such securities are generally used to reduce the cost basis of the securities. 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 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
We establish, and carry as liabilities, actuarially determined amounts that are estimated as necessary to meet policy obligations or to provide for future annuity payments. Amounts for actuarial liabilities are computed and reported on the Condensed Consolidated Financial Statements in conformity with U.S. GAAP. For more details on Policyholder Liabilities, see "Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Estimates” included in our 2025 Annual Report.
Our policy and contract liabilities includes separate account liabilities, reserves for future policy benefits and claims payable, and other contract holder funds. 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.
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Item 2 | Management’s Discussion and Analysis | Policy and Contract Liabilities
The table below represents a breakdown of our policy and contract liabilities:
June 30, 2026 Separate Accounts Reserves for future policy benefits Other contract holder funds Market Risk Benefits Total
(in millions)
Variable Annuities $ 245,289 $ — $ 6,065 $ (4,919) $ 246,435
RILA (1)
— — 26,149 19 26,168
Fixed Annuities — — 9,221 2 9,223
Fixed Index Annuities (2)
— — 8,549 214 8,763
Payout Annuities — 1,172 826 — 1,998
Other Annuities — — — — —
Total Retail Annuities 245,289 1,172 50,810 (4,684) 292,587
Total Institutional Products — — 11,018 — 11,018
Total Closed Life and Annuity Blocks 98 8,031 11,296 6 19,431
Total Policy and Contract Liabilities 245,387 9,203 73,124 (4,678) 323,036
Claims payable and other — 1,431 161 — 1,592
Total $ 245,387 $ 10,634 $ 73,285 $ (4,678) $ 324,628
December 31, 2025 Separate Accounts Reserves for future policy benefits Other contract holder funds Market Risk Benefits Total
(in millions)
Variable Annuities $ 236,406 $ — $ 6,351 $ (4,265) $ 238,492
RILA (1)
— — 20,282 17 20,299
Fixed Annuities — — 9,494 2 9,496
Fixed Index Annuities (2)
— — 7,946 127 8,073
Payout Annuities — 1,169 854 — 2,023
Other Annuities — — — — —
Total Retail Annuities 236,406 1,169 44,927 (4,119) 278,383
Total Institutional Products — — 11,021 — 11,021
Total Closed Life and Annuity Blocks 90 8,422 11,551 6 20,069
Total Policy and Contract Liabilities 236,496 9,591 67,499 (4,113) 309,473
Claims payable and other — 1,305 164 — 1,469
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 $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.
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As of June 30, 2026:
• $245.4 billion or 76% of our policy and contract liabilities were backed by separate account assets. These separate account assets backed reserves primarily related to our variable annuities. Separate account liabilities are fully funded by cash flows from the customer’s corresponding separate account assets and are set equal to the fair value of such invested assets.
• $65.7 billion of our policy and contract liabilities were backed by our investment portfolio.
• $11.9 billion of our policy and contract liabilities were reinsured by Athene and backed by funds withheld assets.
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.
See Note 9 - Reserves for Future Policy Benefits and Claims Payable, Note 10 - Other Contract Holder Funds, Note 11 - Separate Account Assets and Liabilities, and Note 12 - Market Risk Benefits of the Notes to Condensed Consolidated Financial Statements for additional discussion on accounting policies around Reserves for future policy benefits and claims payable, Other contract holder funds, Separate account assets and liabilities and MRBs.
Liquidity and Capital Resources
Liquidity is our ability to generate sufficient cash flows to meet the cash requirements of operating, investing and financing activities. Capital refers to our long-term financial resources available to support the business operations and contribute to future growth. 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 six months ended June 30, 2026 .
Cash Flows
The following table presents a summary of our cash flow activity for the periods set forth below:
Six Months Ended June 30,
2026 2025
(in millions)
Net cash provided by (used in) operating activities $ 2,894 $ 2,767
Net cash provided by (used in) investing activities (5,447) (3,718)
Net cash provided by (used in) financing activities 2,835 968
Net increase (decrease) in cash, cash equivalents, and restricted cash 282 17
Cash, cash equivalents, and restricted cash at beginning of period 5,704 3,767
Total cash, cash equivalents, and restricted cash at end of period $ 5,986 $ 3,784
Cash flows from Operating Activities
The principal operating cash inflows from our insurance activities come from insurance premiums, fees charged on our products and net investment income. The principal operating cash outflows are the result of the payment of annuity and life insurance benefits, operating expenses and income tax , as well as interest expense. 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 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.
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Cash flows from Investing Activities
The principal cash inflows from our investment activities come from repayments of principal, proceeds from maturities and sales of investments, as well as settlements of freestanding derivatives. The principal cash outflows relate to purchases of investments and settlements of freestanding derivatives. It is not unusual to have a net cash outflow from investing activities because cash inflows from insurance operations are typically reinvested to fund insurance liabilities. We closely monitor and manage these risks through our comprehensive investment risk management process. 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 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
The principal cash inflows from our financing activities come from deposits of funds associated with policyholder account balances, issuance of securities and lending of securities. The principal cash outflows come from withdrawals associated with policyholder account balances, repayment of debt, and the return of securities on loan. 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 $1,867 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
Our insurance company subsidiaries have statutory surplus above the level needed to meet current regulatory requirements. RBC requirements are used as minimum capital requirements by the NAIC and the state insurance departments to identify companies that merit regulatory action. RBC is based on a formula that incorporates both factor-based components (applied to various asset, premium, and statutory reserve items) and model-based components. The formula considers the risk characteristics of the insurer, including asset risk, insurance risk, interest rate risk, market risk and business risk, and is calculated on an annual basis. The formula is used as an early warning regulatory tool to identify possible inadequately capitalized insurers for purposes of initiating regulatory action, and not to rank insurers generally. As of 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. In the past, our statutory TAC (total adjusted capital) may have been negatively impacted by minimum required reserving levels ( i.e. , cash surrender value floor) when reserve releases were limited and unable to offset losses from our hedging program.
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Holding Company Liquidity
As a holding company with no business operations of its own, Jackson Financial primarily derives cash flows from dividends and interest payments from its insurance subsidiaries. These principal sources of liquidity are expected to be supplemented by cash and short-term investments held by Jackson Financial, and access to bank lines of credit and the capital markets. 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. See Note 13. 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. See “Recent Events of Note” above in this Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Insurance Company Subsidiaries’ Liquidity
The liquidity sources for our insurance company subsidiaries include their cash, short-term investments, sales of publicly-traded bonds, insurance premiums, fees charged on their products, sales of annuities and institutional products, investment income, commercial repurchase agreements and utilization of borrowing facilities, including a short-term borrowing facility with the Federal Home Loan Bank of Indianapolis ("FHLBI").
The liquidity requirements for our insurance company subsidiaries include:
• liabilities associated with their insurance and reinsurance activities. Liabilities arising from insurance and reinsurance activities include the payment of policyholder benefits when due, cash payments in connection with policy surrenders and withdrawals and policy loans;
• purchases of new investments;
• management of derivative-related margin requirements. The derivative contracts are an integral part of our risk management program, especially for the management of our variable annuities program, and are managed in accordance with our hedging and risk management program. Our cash flows associated with collateral received from counterparties and posted with counterparties fluctuates with changes in the market value of the underlying derivative contract and/or the market value of the collateral. The net collateral position depends on changes in interest rates and equity markets related to the amount of the exposures hedged. 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 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; and
• funding of expenses including payment of commissions, operating expenses and taxes.
Significant increases in interest rates could create sudden increases in surrender and withdrawal requests by customers and contract holders and result in increased liquidity requirements at our insurance company subsidiaries. Significant increases in interest rates or equity markets may also result in higher margin and collateral requirements on our derivative portfolio.
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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 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. 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 June 30, 2026.
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 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
• Holding Company
Any declaration of cash dividends or stock repurchases by JFI are at the discretion of JFI’s Board of Directors and will depend on our financial condition, earnings, liquidity and capital requirements, regulatory constraints, level of indebtedness, preferred stock and other contractual restrictions with respect to paying cash dividends or repurchasing stock, restrictions imposed by Delaware law, general business conditions and any other factors that JFI’s Board of Directors deems relevant in making any such determination. Therefore, there can be no assurance that we will pay any cash dividends to holders of our stock or approve any further increase in the existing, or any new, common stock repurchase program, or any assurance as to the amount of any such cash dividends or stock repurchases.
Under Delaware law, dividends may be paid, or stock may be repurchased, out of “surplus,” or out of the current or the immediately preceding year's earnings. Surplus is defined as the fair market value of net assets minus stated capital. JFI is a holding company and has no direct operations. All of our business operations are conducted through our subsidiaries. Any dividends we pay, or stock repurchases we make, will depend upon the funds legally available for distribution, including dividends or distributions from our subsidiaries to us. The states in which our insurance subsidiaries are domiciled impose certain restrictions on our insurance subsidiaries’ ability to pay dividends to their parent companies. See “Distributions and Dividends - Insurance Company Subsidiaries” below for a discussion of those restrictions . Such restrictions, or any future restrictions adopted by the states in which our insurance subsidiaries are domiciled, could have the effect, under certain circumstances, of significantly reducing dividends or other amounts payable by our subsidiaries without affirmative approval of state regulatory authorities. 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 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.
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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 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
The ability of our insurance company subsidiaries to pay dividends is limited by applicable laws and regulations of the jurisdictions where such subsidiaries are domiciled as well as agreements entered into with regulators. These laws and regulations require, among other things, our insurance company subsidiaries to maintain minimum solvency requirements and limit the amount of dividends these subsidiaries can pay.
Subject to these limitations, our insurance company subsidiaries are permitted to pay ordinary dividends based on calculations specified under insurance laws of the relevant state of domicile, subject to prior notification to the appropriate regulatory agency. Any distributions above the amount permitted by statute in any twelve-month period are considered extraordinary dividends, and the approval of the appropriate regulator is required prior to payment. In Michigan, the Director of the Michigan Department of Insurance and Financial Services (the "Michigan Director of Insurance") may limit, or not permit, the payment of dividends from either Jackson or Brooke Life, Jackson's direct parent company, if it determines that the surplus of either of these subsidiaries is not reasonable in relation to their outstanding liabilities and is not adequate to meet their financial needs, as required by the Michigan Insurance Code of 1956, as amended (the "Michigan Insurance Code"). Unless otherwise approved by the Michigan Director of Insurance, dividends may only be paid from earned surplus. Also, surplus note arrangements and interest payments must be approved by the Michigan Director of Insurance and such interest payments to related parties reduce the otherwise calculated ordinary dividend capacity for that period. In New York, all dividends require approval from the New York State Department of Financial Services.
For 2026, ordinary dividend capacity for Jackson and Brooke Life is based on the greater of 10% of 2025 reported statutory capital and surplus or statutory net gain from operations. 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 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.
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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. Further, state insurance laws and regulations require that the statutory surplus of our insurance subsidiaries following any dividend or distribution must be reasonable in relation to their outstanding liabilities and adequate for the insurance subsidiaries’ financial needs. Along with solvency regulations, another primary consideration in determining the amount of capital used for dividends is the level of capital needed to maintain desired financial strength ratings from rating agencies, including A.M. Best, S&P, Moody’s and Fitch. Both regulators and rating agencies could become more conservative in their methodology and criteria, including increasing capital requirements for insurance company subsidiaries. We believe our insurance company subsidiaries have sufficient statutory capital and surplus to maintain their desired financial strength ratings.
Our Indebtedness
Senior Notes
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, 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, 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 – Debt of the Notes to Condensed Consolidated Financial Statements for information regarding the pre-capitalized trust securities and facility agreements.
Revolving Credit and Short-Term Borrowing Facilities
On 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 JFI’s senior, unsecured, non-credit enhanced debt.
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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 – 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. This agreement is an uncommitted short-term cash advance facility that provides an additional form of liquidity to Jackson and to Jackson Financial. The aggregate borrowing capacity under the agreement is $500 million and each cash advance request must be at least $100 thousand. The interest rate is set by the lender at the time of the borrowing and is fixed for the duration of the advance. Jackson and Jackson Financial are jointly and severally liable to repay any advance under the agreement, which must be repaid prior to the last day of the quarter in which the advance was drawn.
Surplus Notes
On March 15, 1997, our subsidiary, Jackson, issued 8.2% surplus notes in the principal amount of $250 million due March 15, 2027. These surplus notes are unsecured and subordinated to all present and future indebtedness, policy claims and other creditor claims and may not be redeemed at the option of the Company or any holder prior to maturity. Interest is payable semi-annually on March 15th and September 15th of each year. 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.
Federal Home Loan Bank
Jackson is a member of the FHLBI primarily for the purpose of participating in its collateralized loan advance program with funding facilities. Membership requires us to purchase and hold a minimum amount of FHLBI capital stock, plus additional stock based on outstanding advances. Advances are in the form of either notes or funding agreements issued to FHLBI. 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
During the first quarter of 2024, Jackson executed certain paired repurchase and reverse repurchase transactions totaling approximately $1.5 billion pursuant to master repurchase agreements with participating bank counterparties. Under these transactions, the Company lends securities ( e.g. , corporate debt securities) to bank counterparties in exchange for U.S. Treasury securities. The paired repurchase and reverse repurchase transactions are settled on a net basis. As a result, there was no cash exchanged at initiation of these transactions. The paired transactions are reported net within the Condensed Consolidated Balance Sheets. These transactions are evergreened and require at least 150-days' notice prior to termination. See “Collateral Upgrade Transactions” under Note 4 – Investments of the Notes to Condensed Consolidated Financial Statements for additional information .
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Financial Strength Ratings
Our access to funding and our related cost of borrowing, the attractiveness of certain of our subsidiaries’ products to customers, our attractiveness as a reinsurer to potential ceding companies and requirements for derivatives collateral posting are affected by our credit ratings and financial strength ratings, which are periodically reviewed by the rating agencies. Financial strength ratings and credit ratings are important factors affecting consumer confidence in an insurer and its competitive position in marketing products as well as critical factors considered by ceding companies in selecting a reinsurer.
Our principal insurance company subsidiaries are rated by A.M. Best, S&P, Moody’s and Fitch. Financial strength ratings represent the opinions of rating agencies regarding the financial ability of an insurer or reinsurer to meet its obligations under an insurance policy or reinsurance arrangement and generally involve quantitative and qualitative evaluations by rating agencies of a company’s financial condition and operating performance. Generally, rating agencies base their financial strength ratings upon information furnished to them by the company and upon their own investigations, studies and assumptions. Financial strength ratings are based upon factors of concern to customers, distribution partners and ceding companies and are not directed toward the protection of investors. 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 July 27, 2026, the financial strength ratings of our principal insurance subsidiaries were as follows :
Company A.M. Best Fitch Moody’s S&P
Jackson National Life Insurance Company
Rating A A A3 A
Outlook stable stable stable stable
Jackson National Life Insurance Company of New York
Rating A A A3 A
Outlook stable stable stable stable
Brooke Life Insurance Company
Rating A
Outlook stable
In evaluating our Company’s financial strength, the rating agencies evaluate a variety of factors including our strategy, market positioning and record, mix of business, profitability, leverage and liquidity, the adequacy and soundness of our reinsurance, the quality and estimated market value of our assets, the adequacy of our surplus, our capital structure, and the experience and competence of our management.
In addition to the financial strength ratings, rating agencies use an outlook statement to indicate a short- or medium-term trend which, if continued, may lead to a rating change. A positive outlook indicates a rating may be raised and a negative outlook indicates a rating may be lowered. A stable outlook is assigned when ratings are not likely to be changed. Outlooks should not be confused with expected stability of the issuer’s financial or economic performance. A stable outlook does not preclude a rating agency from changing a rating at any time without notice.
A.M. Best, S&P, Moody’s and Fitch review their ratings of insurance companies from time to time. There can be no assurance that any particular rating will continue for any given period of time or that it will not be changed or withdrawn entirely if, in their judgment, circumstances so warrant. 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.
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Item 2 | Management’s Discussion and Analysis | Impact of Recent Accounting Pronouncements
Impact of Recent Accounting Pronouncements
For a complete discussion of new accounting pronouncements affecting us, s ee Note 2 of the Notes to Condensed Consolidated Financial Statements.
Summary of Critical Accounting Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to adopt accounting policies and make estimates and assumptions that affect amounts reported in our Condensed Consolidated Financial Statements included elsewhere in this report. The most critical estimates are presented below.
The below critical accounting estimates are described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Estimates” and Notes 1 and 2 of the Notes to the Consolidated Financial Statements included in our 2025 Annual Report:
• reserves for future policy benefits and claims payable
• market risk benefits
• reinsurance
• income taxes and the ability to realize certain deferred tax benefits
• valuation and impairment of investments, including estimates related to expectations of credit losses on certain financial assets
• valuation of freestanding derivative instruments
• valuation of embedded derivatives
• net investment income
• contingent liabilities
• consolidation of variable interest entities
Off–Balance Sheet Arrangements
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.
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Item 3 | Quantitative and Qualitative Disclosures about Market Risk