false
0001822993
0001822993
2026-03-19
2026-03-19
0001822993
us-gaap:CommonStockMember
2026-03-19
2026-03-19
0001822993
JXN:DepositaryShareseachrepresentinga11000thInterestinashareofFixedRateResetNoncumulativePerpetualPreferredStockSeriesAMember
2026-03-19
2026-03-19
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 19, 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 2.03 |
Creation of a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
On March 19, 2026 (the “Closing Date”),
pursuant to separate Purchase Agreements among Jackson Financial Inc. (the “Company”), BofA Securities, Inc., Goldman
Sachs & Co. LLC, Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC, as representatives of the several initial
purchasers, and the Trusts (as defined herein), (i) Grand River Funding Trust I, a Delaware statutory trust (the “2036 Trust”),
completed the issuance and sale of 500,000 of its Pre-Capitalized Trust Securities redeemable February 15, 2036 (the “2036
P-Caps”) for an aggregate purchase price of $500,000,000, and (ii) Grand River Funding Trust II, a Delaware statutory trust
(the “2056 Trust” and, together with the 2036 Trust, the “Trusts”), completed the issuance and sale of 400,000
of its Pre-Capitalized Trust Securities redeemable February 15, 2056 (the “2056 P-Caps” and, together with the 2036 P-Caps,
the “P-Caps”) for an aggregate purchase price of $400,000,000, in private placements pursuant to Rule 144A under the
Securities Act of 1933, as amended (the “Securities Act”). The P-Caps will serve as a new source of on-demand capital and
liquidity for the Company providing the Company the right at its election (as described below) at any time (i) over a ten-year period
to issue its 6.311% Senior Notes due 2036 (the “2036 Senior Notes”) to the 2036 Trust, and (ii) over a thirty-year period
to issue its 7.280% Senior Notes due 2056 (the “2056 Senior Notes” and, together with the 2036 Senior Notes, the “Senior
Notes”). The P-Caps do not carry registration rights and may be held only by “qualified institutional buyers,” as defined
in Rule 144A under the Securities Act, that are also “qualified purchasers” for purposes of Section 3(c)(7) of
the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Trusts each invested the proceeds from
the sale of its P-Caps in a portfolio of principal and interest strips of U.S. Treasury securities (the “Eligible Assets”).
On the Closing Date, the Company also entered into separate facility
agreements (each, a “Facility Agreement”) with each Trust and The Bank of New York Mellon Trust Company, N.A., as trustee
for the Senior Notes. The Facility Agreements provide that the applicable Trust will grant the Company the right to require it to purchase,
on one or more occasions, from the Company (each, an “Issuance Right”) the applicable Senior Notes in an aggregate principal
amount, at any one time outstanding and held by the applicable Trust, in the case of the 2036 Trust, of up to $500,000,000 aggregate principal
amount of the Company’s 2036 Senior Notes and, in the case of the 2056 Trust, of up to $400,000,000 aggregate principal amount of
the Company’s 2056 Senior Notes. The Company has agreed to pay to the 2036 Trust and the 2056 Trust a semi-annual facility fee (each,
a “Facility Fee”) calculated at a rate of 2.066% per annum and 2.430% per annum, respectively, applied to the unexercised
portion of the applicable Issuance Right. The Company may direct each Trust to grant the right to exercise the applicable Issuance Right
with respect to all or a designated amount of the applicable Senior Notes to one or more assignees (who are consolidated subsidiaries
of the Company or persons to whom the Company has an obligation) (each, an “Issuance Right Assignee”), who may cause the applicable
Senior Notes to be issued to such Trust and receive the corresponding portion of Eligible Assets that would otherwise have been delivered
to the Company pursuant to the exercise of such Issuance Right. On the Closing Date, the Company also entered into separate trust expense
reimbursement agreements with each Trust, pursuant to which the Company agreed to reimburse the Trusts for their expenses in connection
with the transaction, including the fees of the trustees of the Trusts.
An Issuance Right in respect of a Trust will be exercised automatically
in full if (1) the Company fails to pay the applicable Facility Fee under the applicable Facility Agreement when due, or any amount
due and owing under the applicable trust expense reimbursement agreement on any distribution date, or fails on any distribution date to
purchase and pay for any Eligible Assets that are due and unpaid on such distribution date and are required to be purchased at their face
amount from that Trust pursuant to the terms of the applicable Facility Agreement and such failure is not cured (including payment in
full of the special facility fee due as a result of such failure) within 30 days of such distribution date or (2) upon certain bankruptcy
events involving the Company.
The Company will be required to exercise each Issuance Right in full
if (1) it reasonably believes that its consolidated net worth, determined in accordance with U.S. GAAP, but excluding accumulated
other comprehensive income (or loss) and equity of non-controlling interests attributable thereto, has fallen below $2.75 billion, which
amount may be adjusted from time to time upon the occurrence of certain specified events, (2) an event of default under the indenture
that governs the Senior Notes has occurred or would have occurred had the Senior Notes been outstanding, or (3)(A) certain events
relating to each Trust’s status as an “investment company” under the Investment Company Act, are reasonably likely to
occur or have occurred and (B)(x) within five business days of such determination, the transaction agreements have not been amended
to prevent or cease such event or (y) it has been reasonably determined that no such amendment is possible. In addition, at any time
following exercise of an Issuance Right in respect of a Trust in whole or in part, other than upon a redemption, an automatic exercise
or a required exercise as described in this paragraph, the Company will have the right to repurchase any or all of the Senior Notes then
held by such Trust in exchange for Eligible Assets that entitle such Trust to receive payments of principal and interest in the same amounts
as such Trust would have received on the Eligible Assets that it delivered to the Company or any Issuance Right Assignee upon the exercise
of the Issuance Right in respect of the Senior Notes to be so repurchased.
The Company has the right to redeem, at its option, the Senior Notes
issued to a Trust at any time in whole or in part and, in lieu of issuing and selling Senior Notes to a Trust pursuant to any voluntary
exercise of an Issuance Right, the Company may elect to deliver a cash amount equal to the redemption price of the Senior Notes in exchange
for a corresponding portion of Eligible Assets. The redemption price of the Senior Notes being redeemed will equal the greater of the
principal amount of such Senior Notes or a make-whole redemption price, in each case, plus accrued and unpaid interest to, but excluding,
the date of redemption. A Trust will apply the redemption proceeds and such payments to redeem its P-Caps having an initial purchase price
equal to the principal amount of such Senior Notes on the redemption or payment date. The P-Caps are mandatorily redeemable, in the case
of the 2036 Trust on February 15, 2036, and, in the case of the 2056 Trust on February 15, 2056, and will be retired earlier
upon an early redemption of the applicable Senior Notes. A Trust will terminate upon the redemption of all its outstanding P-Caps or the
earlier occurrence of certain other events.
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
(“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 |
| 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 19, 2026 |
By: |
/s/ Don W. Cummings |
| |
Name: |
Don W. Cummings |
| |
Title: |
Executive Vice President and Chief Financial Officer |
