{"url_path":"/sec/jxn/8-k/2026-06-15/item-2-03","section_key":"item-2-03","section_title":"Item 2.03 Creation of a Direct Financial Obligation or an Obligation","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-15","source_url":"https://www.sec.gov/Archives/edgar/data/1822993/0001104659-26-074038-index.html","accession_number":"0001104659-26-074038","cik":"0001822993","ticker":"JXN","issuer_name":"Jackson Financial Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1822993/0001104659-26-074038-index.html","primary_entity_key":"0001822993","primary_entity_name":"Jackson Financial Inc."},"word_count":1100,"has_tables":true,"body_markdown":"**Item 2.03 Creation of a Direct Financial Obligation or an Obligation\nunder an Off-Balance Sheet Arrangement of a Registrant.**\n\n \n\nOn June 15, 2026, Jackson Financial Inc. (the “Company”)\nissued $750 million aggregate principal amount of its 6.150% Senior Notes due 2037 (the “Senior Notes”). The Senior Notes\nwill mature on January 15, 2037. Interest on the Senior Notes accrues at the rate of 6.150% per annum and is payable semi-annually\non January 15 and July 15 of each year, commencing July 15, 2026. Prior to October 15, 2036 (the “Par Call Date”),\nthe Senior Notes will be redeemable at the Company’s option, in whole or in part, at a redemption price equal to the greater of\n(1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the\nredemption date (assuming the Senior Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of\ntwelve 30-day months) at the Treasury Rate (as defined in the Supplemental Indenture referred to below) plus 25 basis points, less (b) interest\naccrued and unpaid to the date of redemption, and (2) 100% of the principal amount of the Senior Notes to be redeemed plus, in either\ncase, accrued and unpaid interest thereon to the redemption date. On or after the Par Call Date, the Senior Notes will be redeemable at\nthe Company’s option, in whole or in part, at a redemption price equal to 100% of the principal amount of the Senior Notes to be\nredeemed, plus accrued and unpaid interest thereon to the redemption date. The Senior Notes are unsecured.\n\n \n\nThe Senior Notes were issued pursuant to the Company’s Indenture\ndated as of November 23, 2021 (the “Indenture”), with The Bank of New York Mellon Trust Company, N.A., as Trustee, as\nsupplemented by a supplemental indenture (the “Supplemental Indenture”) providing for the terms of the Senior Notes. The Indenture\ncontains covenants that restrict the Company’s ability, with specified exceptions, to (i) incur debt secured by any capital\nstock of Jackson National Life Insurance Company (“JNLIC”), or any entity (other than the Company) having direct or indirect\ncontrol of JNLIC, unless the Senior Notes are secured equally and ratably with (or prior to) such secured debt so long as such debt is\nso secured; (ii) sell or otherwise dispose of any shares of capital stock of JNLIC, or any entity (other than the Company) having\ndirect or indirect control of JNLIC; and (iii) merge with or into or consolidate with another entity or convey, lease or otherwise\ntransfer all or substantially all of the Company’s assets to any other entity. Events of default include failure to pay interest\nor principal, cross defaults to material indebtedness, and insolvency and bankruptcy events.\n\n \n\nThe net proceeds of the Senior Notes are expected to be used for general\ncorporate purposes, which may include, among other things, (i) repaying or redeeming at or before maturity, the Company’s $400,000,000\n5.170% Senior Notes due June 8, 2027 and/or JNLIC’s $250,000,000 8.15% surplus notes due March 15, 2027.\n\n \n\nThe Senior Notes were sold pursuant to an Underwriting Agreement dated\nJune 8, 2026 with Deutsche Bank Securities Inc., BNP Paribas Securities Corp., J.P. Morgan Securities LLC, and SC America Securities,\nLLC, as representatives of several underwriters named therein (the “Underwriters”). A copy of the Underwriting Agreement is\nfiled as Exhibit 1.1 to this report. The Senior Notes were sold pursuant to the Company’s registration statement on Form S-3\n(File No. 333-284340).\n\n \n\nCertain Underwriters or their affiliates have engaged in, and may in\nthe future engage in, other commercial and investment banking and commercial dealings in the ordinary course of business with the Company\nand its affiliates. The Underwriters and their affiliates have received, or may in the future receive, customary fees and commissions\nfor these transactions.\n\n \n\nA copy of the Indenture and the Supplemental Indenture, which sets\nforth the terms of the Senior Notes, are attached to this report as Exhibits 4.1 and 4.2, respectively, and are incorporated in this report\nby reference.\n\n \n\nIn connection with the issuance of the Senior Notes, Willkie Farr &\nGallagher LLP provided the Company with the legal opinion letter attached to this report as Exhibit 5.1.\n\n \n\n**SAFE HARBOR**\n\n \n\nThe information in this report contains forward-looking statements\nabout future events and circumstances and their effects upon revenues, expenses and business opportunities. Generally speaking, any statement\nin this report not based upon historical fact is a forward-looking statement. Forward-looking statements can also be identified by the\nuse of forward-looking or conditional words, such as “could,” “should,” “can,” “continue,”\n“estimate,” “forecast,” “intend,” “look,” “may,” “expect,” “believe,”\n“anticipate,” “plan,” “predict,” “remain,” “future,” “confident”\nand “commit” or similar expressions. In particular, statements regarding plans, strategies, prospects, targets and expectations\nregarding the business and industry are forward-looking statements. They reflect expectations, are not guarantees of performance and speak\nonly as of the dates the statements are made. We caution investors that these forward-looking statements are subject to known and unknown\nrisks and uncertainties that may cause actual results to differ materially from those projected, expressed or implied. Other factors that\ncould cause actual results to differ materially from those in the forward-looking statements include those reflected in Part I, Item\n1A. Risk Factors and Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations\nin our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the U.S. Securities and Exchange Commission\n(the “SEC”) on February 24, 2026, and elsewhere in the Company’s reports filed with the SEC. Except as required\nby law, Jackson Financial Inc. does not undertake to update such forward-looking statements. You should not rely unduly on forward-looking\nstatements.\n\n \n\n \n\n \n\n \n\n**WEBSITE INFORMATION**\n\n \n\nVisit investors.jackson.com to view information regarding Jackson Financial\nInc. We routinely use our investor relations website as a primary channel for disclosing key information to our investors. We may use\nour website as a means of disclosing material, non-public information and for complying with our disclosure obligations. Accordingly,\ninvestors should monitor our investor relations website, in addition to following our press releases, filings with the SEC, public conference\ncalls, presentations, and webcasts. We and certain of our senior executives may also use social media channels to communicate with our\ninvestors and the public about our Company and other matters, and those communications could be deemed to be material information. The\ninformation contained on, or that may be accessed through, our website, our social media channels, or our executives’ social media\nchannels is not incorporated by reference into and is not part of this report."}