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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): June 22, 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 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 22, 2026, Gregory T. Durant notified Jackson Financial Inc.
(the “Company”) that he was resigning from the Company’s Board of Directors for health reasons, effective immediately.
At the time of his resignation, Mr. Durant was chair, and a member, of the Board’s Audit Committee and a member of the Board’s
Compensation Committee. The resignation was not the result of any disagreement between Mr. Durant and the Company.
Acknowledging Mr. Durant’s valued service, Steven A. Kandarian,
chair of the Board of Directors, said, “Greg’s remarkable career exemplifies a steadfast commitment to strong financial operations
and governance. I greatly value his leadership, integrity, and thoughtful approach to oversight and am thankful for his service on the
Jackson board over the last five years.”
Mr. Kandarian has been appointed to replace Mr. Durant as the Chair
of the Audit Committee.
************
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 U.S. Securities and Exchange Commission (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.
WEBSITE INFORMATION
Visit investors.jackson.com to view information regarding Jackson Financial
Inc. We routinely use our investor relations website 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 |
| 104 |
|
Cover Page Interactive Data File (the coverage page XBRL tags are embedded within the Inline XBRL Document). |
SIGNATURES
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 thereunto duly authorized.
| |
JACKSON FINANCIAL INC. |
|
| |
|
|
| |
|
|
|
|
| |
By: |
|
/s/
Carrie L. Chelko |
|
| |
|
|
Carrie L. Chelko |
|
| |
|
|
Executive Vice President and General Counsel |
|
| Date: June 25, 2026 |
|
|
|
|
