Jackson Financial Inc-A美股招股说明书(2026-06-09版)

Jackson Financial Inc. $750,000,000 6.150% Senior Notes due 2037 Jackson Financial Inc. is offering $750,000,000 aggregate principal amount of its 6.150% senior notesdue 2037 (the “notes”). We will pay interest semi-annually in arrears on the notes on January15 and July 15of each year, commencing on July 15, 2026. The notes will mature on January15, 2037. The notes will be our senior unsecured obligations and will rank equally in right of payment with all ofour existing and future senior unsecured indebtedness. We may redeem some or all of the notes from time to time and at any time at the redemption pricesdescribed under the section titled “Description of Notes — Optional Redemption.” Investing in the notes involves risks. See a discussion of certain risks in the “Risk Factors” section beginningon pageS-5of this prospectus supplement and the periodic reports we file with the Securities and ExchangeCommission that should be carefully considered before investing in the notes. Neither the Securities and Exchange Commission nor any other regulatory body has approved ordisapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement or theaccompanying prospectus. Any representation to the contrary is a criminal offense. (1)Plus accrued and unpaid interest, if any, from June 15, 2026. We do not intend to apply for a listing of the notes on any securities exchange or automated quotationsystem. Currently, there is no market for the notes. The underwriters expect to deliver the notes through the facilities of The Depository Trust Company(“DTC”) for the accounts of its participants, including Clearstream Banking, S.A. (“Clearstream”) andEuroclear Bank SA/NV (“Euroclear”), against payment in New York, New York on or about June 15, 2026. Joint Book-Running Managers CitigroupPNC Capital Markets LLCAcademy Securities BofA SecuritiesGoldman Sachs & Co. LLCUS Bancorp The date of this prospectus supplement is June 8, 2026. TABLE OF CONTENTS PROSPECTUS SUPPLEMENT PageABOUT THIS PROSPECTUS SUPPLEMENTS-1PROSPECTUS SUPPLEMENT SUMMARYS-2RISK FACTORSS-5FORWARD-LOOKING STATEMENTS — CAUTIONARY LANGUAGES-9USE OF PROCEEDSS-11CAPITALIZATIONS-12DESCRIPTION OF NOTESS-13LEGAL OWNERSHIP AND BOOK-ENTRY ISSUANCES-20U.S. FEDERAL INCOME TAX CONSIDERATIONSS-22CERTAIN ERISA CONSIDERATIONSS-26UNDERWRITINGS-28WHERE YOU CAN FIND MORE INFORMATIONS-34DOCUMENTS INCORPORATED BY REFERENCES-34LEGAL MATTERSS-35EXPERTSS-35 PROSPECTUS ABOUT 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 We have not, and the underwriters have not, authorized anyone to provide you with information differentfrom, or in addition to, that contained or incorporated by reference in this prospectus supplement, theaccompanying prospectus or any related free writing prospectus that we prepare or distribute. We and theunderwriters take no responsibility for, and can provide no assurances as to the reliability of, any otherinformation that others may give you. This prospectus supplement and the accompanying prospectus do notconstitute an offer to sell, or a solicitation of an offer to purchase, the notes offered by this prospectussupplement and the accompanying prospectus in any jurisdiction in which it is unlawful to make such offer orsolicitation. The information contained in this prospectus supplement, the accompanying prospectus, thedocuments incorporated by reference herein or therein or any free writing prospectus prepared by us is onlyaccurate as of the date of the document containing such information, regardless of the time of delivery of thisprospectus supplement and any sale of the notes. ABOUT THIS PROSPECTUS SUPPLEMENT As used in this prospectus supplement, unless the context otherwise requires, the terms “we,” “us,”“our” and “Company” mean Jackson Financial Inc. and its consolidated subsidiaries, and references to“JFI” or the “Issuer” are to Jackson Financial Inc. only. This document consists of two parts. The first part is this prospectus supplement, which describes thespecific terms of this offering. The second part is the accompanying prospectus, which contains moregeneral information, some of which may not apply to this offering. You should read this prospectussupplement and the accompanying prospectus, together with the documents identified under the headings“Where You Can Find More Information” and “Documents Incorporated by Reference” in this prospectussupplement and the accompanying prospectus. If the information set forth in this pros