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424B3 1 tm269870-1_424b3.htm 424B3 tm269870-1_424b3 - none - 6.4778716s

Filed Pursuant to Rule 424(b)(3)

Registration Statement No. 333-284340

Prospectus Supplement
(to Prospectus dated January 17, 2025)

Jackson Financial Inc.

Up to 4,715,554 Shares of Common Stock

This prospectus supplement relates to the sale of up to 4,715,554 shares of our common stock by the selling securityholder identified herein, and supplements and amends the prospectus dated January 17, 2025. The common stock covered by this prospectus supplement represents all of the shares issued pursuant to that certain Investment Agreement (as may be amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Investment Agreement”), dated as of January 5, 2026, by and among Jackson Financial Inc. (the “Company”), Jackson Brooke LLC, TPG Inc. and TPG Operating Group II, L.P. (the “Buyer”), as amended by that certain Joinder to the Investment Agreement, dated March 13, 2026, (the “Joinder”), duly executed by TPG Jackson Holdings, L.P. This prospectus supplement relates to the resale, from time to time, by the selling securityholder identified in this prospectus supplement, or any of its pledgees, donees, assignees and successors-in-interest, or collectively, the permitted transferees, of shares of our common stock covered by this prospectus supplement. This prospectus supplement, together with the prospectus described above, may be used by the selling securityholder to resell shares of our common stock from time to time.

Our registration of the shares of common stock covered by this prospectus supplement does not mean that the selling securityholder will offer or sell any of the shares of common stock. The selling securityholder and any of its permitted transferees may offer and sell the shares of common stock covered by this prospectus supplement from time to time through one or more underwriters, broker-dealers or agents. If the common stock is sold through underwriters, broker-dealers or agents, the selling securityholder will be responsible for underwriting discounts or commissions or agent’s commissions. The common stock may be sold in one or more transactions at fixed prices, at market prices or varying prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. See “Plan of Distribution” herein.

We will not receive any proceeds from the sale of shares of common stock by the selling securityholder pursuant to this prospectus supplement.

Our common stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol “JXN.” On March 26, 2026, the closing price for our common stock, as reported on the NYSE, was $105.94 per share. Investing in our common stock involves a high degree of risk. See “Risk Factors” in our most recent Annual Report on Form 10-K and those contained in our other filings with the SEC that are incorporated by reference herein before you make your investment decision.

Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is March 27, 2026.

	Page
PROSPECTUS SUPPLEMENT
ABOUT THIS PROSPECTUS SUPPLEMENT		S-1
FORWARD-LOOKING STATEMENTS – CAUTIONARY LANGUAGE		S-2
RISK FACTORS		S-4
USE OF PROCEEDS		S-6
SELLING SECURITYHOLDER		S-7
U.S. FEDERAL TAX CONSIDERATIONS FOR NON-U.S. HOLDERS OF OUR COMMON STOCK		S-9
PLAN OF DISTRIBUTION		S-12
WHERE YOU CAN FIND MORE INFORMATION		S-13
DOCUMENTS INCORPORATED BY REFERENCE		S-13
LEGAL MATTERS		S-14
EXPERTS		S-14

	PROSPECTUS
	ABOUT THIS PROSPECTUS					1
	FORWARD-LOOKING STATEMENTS – CAUTIONARY LANGUAGE					2
	JACKSON FINANCIAL INC.					3
	RISK FACTORS					4
	USE OF PROCEEDS					5
	GENERAL DESCRIPTION OF SECURITIES					6
	DESCRIPTION OF SENIOR AND SUBORDINATED DEBT SECURITIES					7
	DESCRIPTION OF JUNIOR SUBORDINATED DEBT SECURITIES					18
	DESCRIPTION OF CAPITAL STOCK					28
	DESCRIPTION OF DEPOSITARY SHARES					40
	DESCRIPTION OF WARRANTS					41
	DESCRIPTION OF PURCHASE CONTRACTS					42
	DESCRIPTION OF UNITS					43
	PLAN OF DISTRIBUTION					44
	LEGAL MATTERS					46
	EXPERTS					46
	WHERE YOU CAN FIND MORE INFORMATION					46
	DOCUMENTS INCORPORATED BY REFERENCE					46

SEC Form 424B3 filed by Jackson Financial Inc.