Jackson Financial Inc-A美股招股说明书(2026-03-27版)

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 theselling securityholder identified herein, and supplements and amends the prospectus dated January17, 2025.The common stock covered by this prospectus supplement represents all of the shares issued pursuant tothat certain Investment Agreement (as may be amended, restated, supplemented or otherwise modified fromtime to time in accordance with its terms, the “Investment Agreement”), dated as of January5, 2026, by andamong Jackson Financial Inc. (the “Company”), Jackson Brooke LLC, TPG Inc. and TPG Operating GroupII, L.P. (the “Buyer”), as amended by that certain Joinder to the Investment Agreement, dated March13,2026, (the “Joinder”), duly executed by TPG Jackson Holdings, L.P. This prospectus supplement relates tothe resale, from time to time, by the selling securityholder identified in this prospectus supplement, or anyof its pledgees, donees, assignees and successors-in-interest, or collectively, the permitted transferees, ofshares of our common stock covered by this prospectus supplement. This prospectus supplement, togetherwith the prospectus described above, may be used by the selling securityholder to resell shares of ourcommon stock from time to time. Our registration of the shares of common stock covered by this prospectus supplement does not meanthat the selling securityholder will offer or sell any of the shares of common stock. The sellingsecurityholder and any of its permitted transferees may offer and sell the shares of common stock coveredby this prospectus supplement from time to time through one or more underwriters, broker-dealers oragents. If the common stock is sold through underwriters, broker-dealers or agents, the sellingsecurityholder will be responsible for underwriting discounts or commissions or agent’s commissions. Thecommon stock may be sold in one or more transactions at fixed prices, at market prices or varying pricesprevailing 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 securityholderpursuant to this prospectus supplement. Our common stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol “JXN.”On March26, 2026, the closing price for our common stock, as reported on the NYSE, was $105.94 pershare.Investing in our common stock involves a high degree of risk. See “Risk Factors” in our most recent AnnualReport on Form 10-K and those contained in our other filings with the SEC that are incorporated by referenceherein before you make your investment decision. Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any other regulatory body hasapproved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectussupplement or the accompanying prospectus. Any representation to the contrary is a criminal offense. TABLE OF CONTENTS PROSPECTUS SUPPLEMENTABOUT THIS PROSPECTUS SUPPLEMENTS-1FORWARD-LOOKING STATEMENTS – CAUTIONARY LANGUAGES-2RISK FACTORSS-4USE OF PROCEEDSS-6SELLING SECURITYHOLDERS-7U.S. FEDERAL TAX CONSIDERATIONS FOR NON-U.S. HOLDERS OF OUR COMMONSTOCKS-9PLAN OF DISTRIBUTIONS-12WHERE YOU CAN FIND MORE INFORMATIONS-13DOCUMENTS INCORPORATED BY REFERENCES-13LEGAL MATTERSS-14EXPERTSS-14PROSPECTUSABOUT THIS PROSPECTUS1FORWARD-LOOKING STATEMENTS – CAUTIONARY LANGUAGE2JACKSON FINANCIAL INC.3RISK FACTORS4USE OF PROCEEDS5GENERAL DESCRIPTION OF SECURITIES6DESCRIPTION OF SENIOR AND SUBORDINATED DEBT SECURITIES7DESCRIPTION OF JUNIOR SUBORDINATED DEBT SECURITIES18DESCRIPTION OF CAPITAL STOCK28DESCRIPTION OF DEPOSITARY SHARES40DESCRIPTION OF WARRANTS41DESCRIPTION OF PURCHASE CONTRACTS42DESCRIPTION OF UNITS43PLAN OF DISTRIBUTION44LEGAL MATTERS46EXPERTS46WHERE YOU CAN FIND MORE INFORMATION46DOCUMENTS INCORPORATED BY REFERENCE46 You should rely only on the information incorporated by reference or provided in this prospectussupplement and the accompanying prospectus or which we or the selling securityholder provides to you. Wehave not, and the selling securityholder has not, authorized anyone to provide you with additional or differentinformation. If anyone provided you with additional or different information, you should not rely on it. We arenot, and the selling securityholder is not, making an offer to sell the common stock in any jurisdiction where itsoffer or sale is not permitted. You should assume that the information contained in this prospectus supplement,the accompanying prospectus and the documents incorporated by reference herein and therein is accurate onlyas of their respective dates. Our business, financial condition, results of operations and prospects may havechanged since those dates. ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this p