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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): October 3, 2025
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.
Retirement of Craig D. Smith, President and
CEO of PPM America, Inc.
On October 3, 2025, Craig D. Smith,
President and CEO of PPM America, Inc. (“PPM”), an indirect, wholly-owned subsidiary of Jackson Financial
Inc. (“JFI” or the “Company”), notified JFI that he intends to retire effective December 31, 2025.
While a search is conducted for his
successor, Mr. Smith will begin to transition his day-to-day leadership responsibilities of PPM to Christopher A. Raub,
President, Jackson National Life Insurance Company (“JNLIC”), who will serve as the interim leader of PPM following Mr. Smith’s retirement. Mr. Raub has spent
more than 25 years with Jackson in various roles, including Chief Risk Officer of Jackson and senior managing director and head of
insurance assets at PPM. While serving in this interim capacity, Mr. Raub will maintain his responsibilities as President of
JNLIC, including oversight of Jackson’s distribution, product development, operations, information technology and
sub-advisor/fund accounting functions.
Retirement of Marcia Wadsten, Senior Advisor
and former Executive Vice President and Chief Financial Officer
On October 7, 2025, JNLIC entered into
a retirement agreement (the “Retirement Agreement”) with Marcia Wadsten, former senior advisor of JNLIC and former chief financial
officer of JFI, in connection with Ms. Wadsten’s last day of employment on September 26, 2025. Under the terms and conditions
of the Retirement Agreement and consistent with the terms of the Jackson Financial Inc. 2021 Omnibus Incentive Plan as it relates to qualifying
retirement, JNLIC will make payments in shares of JFI common stock to Ms. Wadsten for previously granted long-term incentive plan
awards, contingent upon the achievement of performance metrics and other provisions set forth in the applicable program documents and
upon payment terms set forth in the award agreements. The Retirement Agreement also includes provisions regarding restrictive covenants
relating to confidential information, non-solicitation, non-competition and a release. Ms. Wadsten will receive other compensation
pursuant to certain Company plans, including health and welfare, retirement, and other benefits typically available to our executives.
The foregoing is a summary description of the
material provisions of the Wadsten Retirement Agreement, a copy of which will be filed as an exhibit to JFI’s Form 10-K for
the fiscal year ending December 31, 2025.
Item 7.01. Regulation FD Disclosure.
On October 8, 2025, the Company issued
a press release announcing the retirement of Mr. Smith as President
and CEO of PPM America, Inc. A copy of that press release is furnished as Exhibit 99.1.
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,” “will,” “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. 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, 2024, as filed with the U.S. Securities
and Exchange Commission (“SEC”) on February 26, 2025, 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 |
| 99.1 |
|
Press release issued October 8, 2025, announcing Craig Smith’s retirement. |
| 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 hereunto duly authorized.
| |
JACKSON
FINANCIAL INC. |
| |
|
| |
By: |
/s/
Carrie L. Chelko |
| |
|
Carrie
L. Chelko |
| |
|
Executive
Vice President and General Counsel |
| Date:
October 8, 2025 |
|
|
