Jackson Financial Inc.-美国存托凭证招股说明书（2026年3月27日版）

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, 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 selling 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 reference 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. The date of this prospectus supplement is March27, 2026. ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which adds to and updatesinformation contained in the accompanying prospectus as well as the documents incorporated by referenceinto this prospectus supplement. The second part, the accompanying prospectus, gives more generalinformation about the common stock that may be offered from time to time. To the extent any inconsistencyor conflict exists between the information included in this prospectus supplement and the information You should not consider any information in this prospectus supplement or the accompanyingprospectus to be investment, legal or tax advice. You should consult your own counsel, accountants andother advisers for legal, tax, business, financial and related advice regarding the purchase of the securities It is important for you to read and consider all information contained in this prospectus supplement andthe accompanying prospectus in making your investment decision. You should also read and consider theinformation contained in this prospectus supplement under the headings “Where You Can Find More You should not assume that the information contained in or incorporated by reference in this prospectussupplement or the accompanying prospectus is accurate as of any date other than the date of the applicable FORWARD-LOOKING STATEMENTS — CAUTIONARY LANGUAGE Certain statements made in this prospectus supplement are “forward-looking statements” within themeaning of the Private Securities Litigation Reform Act of 1995. A forward-looking statement is a statementthat is not a historical fact and includes any statement that may predict, forecast, indicate or imply futureresults, performance or achievements. Forward-looking statements can also be identified by the use offorward-looking or conditional words, such as “could,” “should,” “can,” “continue,” “estimate,” “forecast,” 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 statementsare made. We caution investors that these forward-looking statements are subject to known and unknown Other factors that could cause actual results to differ materially from those in the forward-lookingstatements include those related to conditions in global financial markets and the economy, our ratings,liquidity and capital management, our product design, assumptions, and models, the distribution of ourproducts, legal, tax and regulatory matters, information technology, security, artificial intelligence, and data,and other factors and risks, including those reflected in PartI, Item1A. Risk Factors and PartII, Item7. Certain financial data included in this report consists of n