Jackson Financial (JXN) files prospectus supplement for resale of 4.7M common shares

Rhea-AI Filing Summary

Jackson Financial Inc. filed a Form 8-K to note that it has submitted a prospectus supplement covering the resale of up to 4,715,554 shares of its common stock by a selling securityholder and its permitted transferees under an existing automatic shelf registration on Form S-3ASR.

The filing explains that this prospectus supplement does not itself represent a sale and the selling securityholder is not required to sell any shares. If shares are sold, Jackson Financial will not receive any proceeds, as all sale proceeds would go to the selling securityholder.

The Form 8-K also provides a legal opinion on the validity of the common shares, furnished as Exhibit 5.1 with an associated consent, and includes standard forward-looking statement cautions and references to existing risk factors in the company’s latest Form 10-K.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 27, 2026

Jackson Financial Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-40274		98-0486152
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

1 Corporate Way, Lansing, Michigan				48951
(Address of principal executive offices)				(Zip Code)

(517) 381-5500

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Exchange on Which Registered
Common Stock, Par Value $0.01 Per Share		JXN		New York Stock Exchange
Depositary Shares, each representing a 1/1,000th interest in a share of Fixed-Rate Reset Noncumulative Perpetual Preferred Stock, Series A		JXN PRA		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

Item 8.01. Other Events.

On March 27, 2026, Jackson Financial Inc. (the “Company” or “JFI”) filed with the U.S. Securities and Exchange Commission (the “SEC”), a prospectus supplement (the “Prospectus Supplement”) relating to the resale of up to 4,715,554 shares of JFI’s common stock, $0.01 par value per share (the “Shares”), by the selling securityholder identified in the Prospectus Supplement, or any of its pledgees, donees, assignees and successors-in-interest, or collectively, the permitted transferees. The Prospectus Supplement was filed to supplement and amend the base prospectus dated January 17, 2025, which together form a part of the Company’s existing automatic shelf registration statement on Form S-3ASR (File No. 333-284340), filed by the Company with the SEC on January 17, 2025, and effective upon that filing.

The filing of the Prospectus Supplement is not itself a sale of securities by the selling securityholder and does not necessarily mean that the selling securityholder will choose to sell any shares of common stock. If any shares of common stock are sold by the selling securityholder, the Company will not receive any proceeds from that sale.

The Company is filing this current report to provide the legal opinion as to the validity of the shares of common stock covered by the Prospectus Supplement, which is attached hereto as Exhibit 5.1 and is incorporated herein by reference.

SAFE HARBOR

The information in 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 SEC on February 24, 2026, and elsewhere in the Company’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.

We routinely use our investor relations website, at investors.jackson.com, as a primary channel for disclosing key information to our investors. We may use our website as a means of disclosing material, non-public information and for complying with our disclosure obligations. Accordingly, investors should monitor our investor relations website, in addition to following our press releases, filings with the SEC, public conference calls, presentations, and webcasts. We and certain of our senior executives may also use social media channels to communicate with our investors and the public about our Company and other matters, and those communications could be deemed to be material information. The information contained on, or that may be accessed through, our website, our social media channels, or our executives’ social media channels, is not incorporated by reference into and is not part of this report.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
5.1		Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.
23.1		Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1).
104		Cover Page Interactive Data File (the coverage page XBRL tags are embedded within the Inline XBRL Document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		JACKSON FINANCIAL INC.
Date: March 27, 2026	By:	/s/ Don W. Cummings
	Name:	Don W. Cummings
	Title:	Executive Vice President and Chief Financial Officer

FAQ

What did Jackson Financial Inc. (JXN) disclose in this Form 8-K?

Jackson Financial Inc. disclosed it filed a prospectus supplement for the resale of up to 4,715,554 common shares by a selling securityholder. The update is administrative, tied to its existing automatic shelf registration, and includes related legal opinion exhibits and forward-looking statement cautions.

How many Jackson Financial (JXN) shares are covered by the new prospectus supplement?

The prospectus supplement covers the potential resale of up to 4,715,554 shares of Jackson Financial common stock. These shares may be sold by a single identified selling securityholder and its permitted transferees under the company’s existing automatic shelf registration statement on Form S-3ASR.

Will Jackson Financial Inc. receive proceeds from the resale of these JXN shares?

Jackson Financial Inc. will not receive any proceeds from the resale of these common shares. Any sales under the prospectus supplement would be executed by the selling securityholder or its permitted transferees, with all sale proceeds going to them rather than the company.

What is the purpose of the legal opinion included in Jackson Financial’s 8-K?

The Form 8-K is used to provide a legal opinion on the validity of the common shares covered by the prospectus supplement. This opinion, issued by Skadden, Arps, Slate, Meagher & Flom LLP, appears as Exhibit 5.1, with a related consent included as Exhibit 23.1.

How does this Jackson Financial (JXN) filing relate to its automatic shelf registration?

The prospectus supplement amends and supplements a base prospectus that forms part of Jackson Financial’s existing automatic shelf registration statement on Form S-3ASR. That registration became effective upon filing and allows the registered resale of the specified common shares by the selling securityholder.

Does this Jackson Financial 8-K indicate that share sales will definitely occur?

The disclosure states the prospectus supplement does not itself constitute a sale and does not mean shares will definitely be sold. The selling securityholder is not obligated to sell any common shares, so actual sales will depend on its future decisions and market conditions.

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-5.1 EXHIBIT 5.1 25.0 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.6 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 26.2 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 36.2 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 24.9 KB