DEF 14A of Jackson Financial Inc., Apr 7, 2026

DEF 14A of Jackson Financial Inc.

Filed Apr 7, 2026 · FY20250001104659-26-040158

Open on EDGAR

  1. Table of Contents (continued)

    | 35 2025 Director Compensation Table | | | 36 Directors’ Stock Ownership Guidelines | | | 36 Director’s Matching Gift Program | | | 37 | Security Ownership | | 37 Security Ownership of Certain Beneficial Owners | | | 39 Security Ownership Directors and Management | | | 41 | Proposal 2 — Ratification of Independent Auditor | | 42 Pre-Approval Policy for Audit and Non-Audit Services | | | 42 Audit Fees, Audit-Related Fees and All Other Fees | | | 43 Report of the Audit Committee | | | 44 | Proposal 3 — Say-on-Pay | | 45 | Compensation Discussion and Analysis | | 45 Executive Summary | | | 47 Compensation Philosophy | | | 48 Our Compensation and Governance Practices | | | 49 Compensation Peer Group | | | 50 Elements of our Executive Compensation Program | | | 60 Compensation Committee Report | | | 61 | Executive Compensation Tables | | 61 Summary Compensation Table | | | 63 Grants of Plan-Based Awards for Fiscal Year 2025 | | | 65 Outstanding Equity Awards at Fiscal Year-End 2025 | | | 67 Stock Vested | | | 68 Fiscal Year 2025 Nonqualified Deferred Compensation Plan | | | 69 Potential Payments Upon Termination or Change in Control | | | 73 | CEO Pay Ratio | | 73 Median Employee Identification Process | | | 73 Calculation of the Pay Ratio | | | 74 | Pay vs. Performance | | 78 | Transparency | | 78 Availability of Governance Documents | | | 78 Political Activity | | | 78 Code of Conduct and Business Ethics / Code of Financial Ethics | | | 78 Insider Trading Policy | | | 78 Hedging and Pledging Prohibition | | | 79 Director Independence Analysis | | | 79 Certain Relationships and Related Persons Transactions | | | 81 | Questions and Answers | | 84 | Information not Incorporated into this Proxy Statement | | A-1 | Appendix A — Definitions and Non-GAAP Financial Measures |

  2. Our Director Nominees

    Our Director Nominees The Company has nominated highly qualified, independent leaders to serve on its Board of Directors. Our director nominees bring a varied mix of attributes, skills, experiences, and backgrounds to our Board, creating an effective Board focused on the long-term goals and needs of the Company’s shareholders and other stakeholders. We ask you to vote FOR all the director nominees listed in Proposal 1 — Election of Directors, below. Each director nominee attended at least 75% of the Board and committee meetings on which he or she sits. Detailed information regarding these individuals is set forth in this proxy statement summary and under Proposal 1. The Nominating and Governance Committee and the Board believe that the nominees provide the relevant and comprehensive attributes, skills, experiences, and backgrounds that, in light of Jackson’s business, structure, and challenges, are needed to provide highly effective oversight of the Company’s business, risks, and current and long-term strategic needs.

  3. Our Director Nominees

    | 4 | 2026 PROXY STATEMENT | |

  4. Our Director Nominees

    | Shareholder Engagement Highlights |

  5. Proposal 1 — Election of Directors

    Proposal 1 — Election of Directors

  6. Your Board recommends a vote FOR each of the Director nominees

    Your Board recommends a vote FOR each of the Director nominees The Company’s success and long-term value benefit from the attributes, skills, experiences, and backgrounds of its directors. The Board considers nominees who have demonstrated integrity and accomplishment in their business and professional careers and who possess the necessary experience and background to contribute to the Board and to Jackson. In addition, the nominees engage in continuing education and other programs to remain current in their particular areas of expertise, to further their understanding of corporate governance, and to gain knowledge in other matters relevant to Jackson. The Board nominees consist of highly qualified leaders with significant accomplishments in their respective fields. All Board nominees have a breadth of executive leadership experience. In these positions, they have developed extensive and wide-ranging management experience, including strategic and financial planning, public company financial reporting, governance, compliance, risk management, technology matters, and leadership development. The Board believes each of the current nominees qualifies for service on the Board of Directors. The Board and the Nominating and Governance Committee further believe the attributes, skills, experiences, and backgrounds of our directors provide us with a varied range of perspectives and the business acumen to effectively address the Company’s evolving needs and represent the best interests of JFI’s shareholders. Pursuant to our Amended and Restated By-Laws, each nominee for election in an uncontested election is elected by the affirmative vote of the majority of votes cast, which means that the votes cast “for” a nominee’s election must exceed the votes cast “against” such nominee’s election. As required by our Corporate Governance Guidelines, each nominee has tendered his or her irrevocable resignation to the Board that will be effective upon (i) the director receiving a greater number of votes “against” his or her election than votes “for” such election, and (ii) the Board’s acceptance of such resignation. Abstentions are not considered votes cast and will have no effect on the proposal. Broker non-votes will not affect the outcome of the vote.

  7. Your Board recommends a vote FOR each of the Director nominees

    | | 2026 PROXY STATEMENT | 9 |

  8. Our Director Nominees

    Our Director Nominees To assist with candidate assessment, the Nominating and Governance Committee utilizes a matrix, which is reviewed annually, of the relevant skills and experiences that evolve with the Company’s business and strategy. With this in mind, the Board, led by the Nominating and Governance Committee chair, identified the following skills and experiences as most relevant for the Company’s Board at this time. Our nine Board members self-identify their skills and qualifications and, as a whole, reflect a balanced and qualified Board, as indicated below.

  9. Our Director Nominees

    | 10 | 2026 PROXY STATEMENT | |

  10. Our Director Nominees

    | Lily Fu Claffee Independent Director Age: 56 Director since September 2021 Jackson Board Committees Audit Committee Nominating and Governance Committee | Qualifications and Expertise Provided to the Board Ms. Claffee’s extensive financial and regulatory experience in the public and private sectors provides a valuable resource for the Board. Her federal government experience and legal expertise enables the Board to better understand how to navigate the ever-changing regulatory environment in which the Company operates. Ms. Claffee’s current responsibilities at OneMain Financial include overseeing the company’s legal team, as well as corporate governance, compliance, information security, internal audit, corporate communications, government relations, and corporate responsibility. Experience OneMain Financial • Executive Vice President, Chief Legal Officer & Corporate Secretary (2021 to present) Fox Corporation • Executive Vice President, General Counsel and Head of Compliance of Fox News Media, a news organization owned by Fox Corporation (2018 to 2021) Chamber of Commerce of the United States • Chief Legal Officer and Corporate Secretary (2010 to 2018) • Executive Vice President, U.S. Chamber Litigation Center (2012 to 2018) Jones Day • Partner, Government Regulation (2009 to 2010) U.S. Department of Commerce • General Counsel (2008 to 2009) U.S. Department of Treasury • Deputy General Counsel (2006 to 2008) U.S. Department of Justice • Deputy Associate Attorney General (2005 to 2006) Mayer Brown LLP • Partner, Litigation & Antitrust (1994 to 2005) Education • J.D., University of Minnesota Law School • B.A., English Literature and Philosophy, University of Wisconsin – Madison Attributes and Skills • Executive Leadership • Corporate Governance • Finance and Capital Markets • Human Capital Management • Financial Services • Legal and Compliance • Risk Management • Technology, AI, and Cybersecurity |

  11. Our Director Nominees

    | | 2026 PROXY STATEMENT | 11 |

  12. Our Director Nominees

    | Gregory T. Durant Independent Director Age: 67 Director since September 2021 Jackson Board Committees Audit Committee (Chair) Compensation Committee | Qualifications and Expertise Provided to the Board Mr. Durant’s experience as senior executive of a global professional services firm with oversight responsibilities of policy and government relations efforts enhances the Board’s ability to monitor and oversee financial accounting, public policy, and human capital management risks. Experience Deloitte LLP • Vice Chairman (2019 until retirement in 2021) • Deputy Chief Executive Officer (2015 to 2019) • National Managing Partner, Clients and Industries (2011 to 2013) Other Boards • Deloitte LLP, Director (2005 to 2011) • Deloitte Touché Tohmatsu (2006 to 2008) • Carnegie Hall Board of Trustees, Trustee and member of its Finance & Operations Committee and Audit Committee (2012 to present) • University of Chicago Booth School of Business, Dean’s Advisory Council (2011 to 2020) • A Better Chance, Vice Chair (2010 to 2020) Education • M.B.A., University of Chicago Booth School of Business • B.B.A. in Accounting, Western Michigan University • CPA; member of the American Institute of Certified Public Accountants Attributes and Skills • Executive Leadership • Audit and Financial Reporting Expertise • Business Operations and Strategic Planning • Corporate Governance • Finance and Capital Markets • Investment Management • Human Capital Management • Financial Services |

  13. Our Director Nominees

    | 12 | 2026 PROXY STATEMENT | |

  14. Our Director Nominees

    | Steven A. Kandarian Independent Chair of the Board Age: 74 Director since February 2021 Jackson Board Committees Compensation Committee Nominating and Governance Committee (Chair) | Qualifications and Expertise Provided to the Board Mr. Kandarian has nearly two decades of senior executive leadership experience in the insurance and annuity industries, including managing the risks associated with large investment portfolios through various economic cycles. This experience allows him to effectively oversee management’s execution of the strategic plan and effectively monitor its operational and long-term investment decisions. Experience MetLife, Inc. • President and CEO (2011 until retirement in 2019) • Chair (2012 until retirement in 2019) • Chief Investment Officer (2005 to 2011) Pension Benefit Guaranty Corporation • Executive Director (2001 to 2004) Other Boards Public Company Boards • ExxonMobil Corporation, Director (2018 to present), Member of Compensation Committee, Nominating & Governance and Executive committees, former member of Environment, Safety & Policy Committee • AECOM, Independent Lead Director (2019 to 2021), Compensation Committee Chair, Audit Committee member • MetLife, Inc., Director (2011 to 2019), Chair (2012 to 2019) Other • Neuberger Berman, Director (2015 to present) • Damon Runyon Cancer Research Found., Director (2011 to present) • The Business Council, Member (2012 to present) • The Business Roundtable, Member (2011 to 2019) • Partnership for New York City, Director (2013 to 2019) • Institute of International Finance, Director (2014 to 2018), Insurance Regulatory Committee Chair (2015 to 2018) • Lincoln Center for the Performing Arts, Director (2012 to 2018) • Financial Services Forum, Member (2011 to 2016) • American Council of Life Insurers, Director (2012, 2013, 2015) • Economic Club of New York, Member (2012 to 2013) Education • M.B.A., Harvard Business School • J.D., Georgetown University Law Center • B.A. in Economics, Clark University Attributes and Skills • Executive Leadership • Audit and Financial Reporting Expertise • Business Operations and Strategic Planning • Corporate Governance • Finance and Capital Markets • Investment Management • Human Capital Management • Financial Services • Insurance • Risk Management • Marketing and Communications |

  15. Our Director Nominees

    | | 2026 PROXY STATEMENT | 13 |

  16. Our Director Nominees

    | Derek G. Kirkland Independent Director Age: 68 Director since September 2021 Jackson Board Committees Audit Committee Finance and Risk Committee | Qualifications and Expertise Provided to the Board Mr. Kirkland’s experience as a senior investment banking executive focused primarily on the insurance sector helps the Board oversee the Company’s capital allocation philosophy, strategy, and execution. His deep experience in M&A and knowledge of capital markets and equity valuation in the insurance sector also enable him to contribute to Board oversight of the Company’s long-term strategy. Experience Morgan Stanley • For over 30 years, Mr. Kirkland held several management positions, serving as Vice Chair of Investment Banking, Managing Director or Advisory Director, each at various times for 15 years until retiring in April 2020. Prior to that he served in a series of roles of increased responsibility. Harvard University • Senior Fellow at the Mossavar-Rahmani Center for Business and Government, Harvard University John F. Kennedy School of Government (2015 to 2016) Other Boards • Astia, Trustee (2026 to present) • Third Way, Trustee (2006 to present) Education • Master’s in Public Policy, John F. Kennedy School of Government at Harvard University • A.B. in History, Princeton University Attributes and Skills • Executive Leadership • Business Operations and Strategic Planning • Corporate Governance • Finance and Capital Markets • Human Capital Management • Financial Services • Insurance |

  17. Our Director Nominees

    | 14 | 2026 PROXY STATEMENT | |

  18. Our Director Nominees

    | Drew E. Lawton Independent Director Age: 67 Director since September 2021 Jackson Board Committees Compensation Committee Finance and Risk Committee | Qualifications and Expertise Provided to the Board Mr. Lawton’s executive leadership experience at large global insurance firms provides the Board with valuable industry perspective. His expertise in annuity products, financial risk, and investment management enables him to contribute to Board oversight of the Company’s investment, capital market, and human capital management risks. Experience New York Life Investment Management • Chief Executive Officer (2014 until retirement in 2015) • Senior Managing Director, Retail Annuities, Retirement Solutions and Traditional Investments (2010 to 2015) Fidelity Investments • President and CEO, Pyramis Global Advisors Trust Company, f/k/a Fidelity Management Trust Company (2002 to 2008) • Senior Vice President, Investment Services (1997 to 2002) Aetna Life & Casualty • Chief Marketing Officer, Aeltus Investment Management (1995 to 1997) • Head, 401k Marketing (1993 to 1995) • Equity Investments Product Manager (1991 to 1995) Other • Adjunct professor, University of North Texas (2021 to present) Other Boards • BlackRock iShares Trust, Board of Trustees, Independent Director (2016 to present) • Principal Mutual Funds, Director (2016 to 2016) • Fidelity Management Trust Company, Director (2002 to 2008) • Make-a-Wish Foundation of America, Director (2011 to 2017) • University of Virginia Frank Batten School of Leadership and Public Policy, Trustee (2016 to 2018) Education • M.B.A. in Finance, University of North Texas • B.A. in Administrative Science, Yale University Attributes and Skills • Executive Leadership • Business Operations and Strategic Planning • Corporate Governance • Finance and Capital Markets • Investment Management • Human Capital Management • Financial Services • Insurance • Marketing and Communications |

  19. Our Director Nominees

    | | 2026 PROXY STATEMENT | 15 |

  20. Our Director Nominees

    | Martin J. Lippert Independent Director Age: 66 Director since September 2021 Jackson Board Committees Finance and Risk Committee Nominating and Governance Committee | Qualifications and Expertise Provided to the Board Mr. Lippert has nearly four decades of leadership experience in the financial services industry, managing various business units and functions as well as serving on the executive committees at each of the financial institutions. Mr. Lippert’s depth of experience in global technology and operations including digital strategy, cybersecurity, anti-money laundering, and risk management in insurance and financial services bolsters the Board’s risk planning. His cybersecurity expertise strengthens oversight of critical technology infrastructure. Experience MetLife, Inc. • Executive Vice President of Global Technology and Operations (2011 until retirement in 2019) Citi • Chief Operations and Technology Officer (2008 to 2009) Royal Bank of Canada • Vice Chairman (1997 to 2008) BNY Mellon • Executive Vice President for Information Management and Research (1981 to 1997) Other Boards • Freddie Mac, Special Adviser (2009 to 2010) • Trillium Health Systems, Director (2004 to 2009) • AOL, Canada, Chair (2000 to 2002) • University of Pittsburgh, Board of Visitors (2018 to present) • New Leaders, Director (2010 to present) • Nile Global Inc. Advisory Board, Member (2020 to present) • Recipient of Peter J. Kight Lifetime Achievement Award for Innovation in Banking Education • B.S. in Business, University of Pittsburgh Attributes and Skills • Executive Leadership • Business Operations and Strategic Planning • Corporate Governance • Finance and Capital Markets • Human Capital Management • Financial Services • Insurance • Legal and Compliance • Marketing and Communications • Technology, AI, and Cybersecurity |

  21. Our Director Nominees

    | 16 | 2026 PROXY STATEMENT | |

  22. Our Director Nominees

    | Russell G. Noles Independent Director Age: 67 Director since September 2021 Jackson Board Committees Audit Committee Finance and Risk Committee (Chair) | Qualifications and Expertise Provided to the Board Mr. Noles has broad experience as a senior executive at large U.S. insurance and diversified financial services companies. His experience in finance, audit, and risk management, including implementing internal controls to mitigate operational, cybersecurity, financial, governance and technology risks, as well as supervisory oversight of IT, IS and Technology Operations, all contribute to Board oversight of these areas. Experience Nuveen • Chief Operating Officer (2017 until retirement in 2019) Teachers Insurance & Annuity Association (“TIAA”) • Chief Strategy Officer (2011 to 2017) • Senior Vice President, Product Development & Management (2008 to 2011) • Chief Auditor (2004 to 2008) • Acting Chief Financial Officer (2005 to 2006) St. Paul Travelers Companies • Vice President, Internal Audit (2001 to 2004) Other Boards • Metropolitan State University of Denver, Board of Trustees, Chair (2022 to 2023), Member (2019 to present) • Consumer Reports, Director, former Chair of Finance Committee and Investments Subcommittee (2019 to 2024) • TIAA-CREF Life Insurance Company, Director, Chair of Audit Committee (2008 to 2018) Education • M.B.A. in Finance, University of Denver • B. S. in Accounting, Metropolitan State University of Denver • CPA; member of the American Institute of Certified Public Accountants Attributes and Skills • Executive Leadership • Audit and Financial Reporting Expertise • Business Operations and Strategic Planning • Corporate Governance • Finance and Capital Markets • Investment Management • Human Capital Management • Financial Services • Insurance • Risk Management • Technology, AI, and Cybersecurity |

  23. Our Director Nominees

    | | 2026 PROXY STATEMENT | 17 |

  24. Our Director Nominees

    | Laura L. Prieskorn CEO, President and Director Age: 58 Director since February 2021 | Qualifications and Expertise Provided to the Board Ms. Prieskorn’s over 30-year tenure at Jackson Financial Inc., currently as Chief Executive Officer and President, contributes a wealth of direct business expertise and valuable internal perspective. Her experience across many senior roles at the Company adds institutional perspective of operations, investment strategy, human capital management, and risk management. Experience Jackson Financial Inc. • Chief Executive Officer (2021 to present) • Chief Operating Officer (2019 to 2021) • Senior Vice President, Chief Administration Officer (2009 to 2019) • Various positions (1991 to 2019) Other Boards • American Council of Life Insurers (2021 to present) Education • B.B.A. in Business Administration, Central Michigan University Attributes and Skills • Executive Leadership • Audit and Financial Reporting Expertise • Business Operations and Strategic Planning • Corporate Governance • Finance and Capital Markets • Investment Management • Human Capital Management • Financial Services • Insurance • Risk Management • Marketing and Communications • Technology, AI, and Cybersecurity |

  25. Our Director Nominees

    | 18 | 2026 PROXY STATEMENT | |

  26. Our Director Nominees

    | Esta E. Stecher Independent Director Age: 69 Director since September 2021 Jackson Board Committees Compensation Committee (Chair) Nominating and Governance Committee | Qualifications and Expertise Provided to the Board Ms. Stecher’s more than 25 years as a senior executive at a leading financial services firm in various executive roles contributes significant expertise in risk management, finance, financial services, and human capital management. Her expertise in operational, regulatory, and tax management within financial services provides a broad perspective and contributes to Board oversight. Experience Goldman Sachs • Chair of Goldman Sachs Bank USA (2016 to 2023) • CEO of Goldman Sachs Bank USA (2011 to 2016) • General Counsel (2000 to 2011) • Tax Director (1994 to 2000) Sullivan & Cromwell • Partner, Tax Group (1990 to 1994) • Associate, Tax Group (1982 to 1990) Other • Long Arc Capital, Board Advisor (2023 to present) • Revolut Holdings, Board Advisor (2023 to present) • Council on Foreign Relations, Member (2013 to present) Other Boards • Columbia Investment Management Company, Director (2019 to present) • Dana Farber Cancer Institute, Director (2017 to present) • GS Donor Advised Philanthropy Fund for Wealth Management, Chair (2020 to present) • Lincoln Center for the Performing Arts, Director (2018 to present), Chair of Audit Committee (2022 to present) • Perez Art Museum, Trustee (2025 to present) • University of Minnesota Foundation, Director (2017 to present) Education • J.D., Columbia University School of Law • B.A. in History, University of Minnesota Attributes and Skills • Executive Leadership • Audit and Financial Reporting Expertise • Business Operations and Strategic Planning • Corporate Governance • Finance and Capital Markets • Human Capital Management • Financial Services • Legal and Compliance • Risk Management |

  27. Our Director Nominees

    | | 2026 PROXY STATEMENT | 19 |

  28. Our Director Nominees

    | Director Attributes and Skills |

  29. Director Nominee Selection Process

    Director Nominee Selection Process The Nominating and Governance Committee’s process in evaluating potential nominees recommended by its members, other members of the Board, or other persons, begins with evaluation of the skills and experience necessary to provide independent oversight of management and the performance of current directors. If new directors are needed, the Nominating and Governance Committee conducts targeted efforts to identify and recruit individuals who have the

  30. Director Nominee Selection Process

    | | 2026 PROXY STATEMENT | 23 |

  31. Director Nominee Selection Process

    qualifications identified through the director nominee selection process. New candidates are screened, vetted, and meet with several current members of the Board as a part of the selection process. The Nominating and Governance Committee will recommend candidates selected for nomination to the Board for review, consideration, and approval as director nominees in our proxy statement. The Nominating and Governance Committee will evaluate candidates recommended by shareholders using the same criteria discussed above. Any shareholder who would like the Nominating and Governance Committee to consider a candidate for Board membership must send timely notice delivered in accordance with the requirements specified in our Amended and Restated By-Laws. Such notice shall include all information required to be disclosed in solicitation of proxies for election of directors, including the name and address of the proposing shareholder and the proposed candidate, the business, professional, and educational background of the proposed candidate, and a description of any agreement or relationship between the proposing shareholder and proposed candidate. Such notice shall also include a written consent of the proposed candidate to be identified as a nominee and to serve as a director if elected. The communication must be sent by mail or other delivery service to the attention of the Corporate Secretary at Jackson’s headquarters. See the Questions and Answers section of this proxy statement for more information.

  32. Annual Election of Directors

    Annual Election of Directors Jackson’s directors are elected for a one-year term at the annual meeting of shareholders. If elected in 2026, each of the Board’s nine nominees will serve until the 2027 annual meeting of shareholders. As permitted under Delaware law, majority voting is applied to elections of directors in uncontested elections.

  33. Director Compensation

    Director Compensation The Non-employee Directors’ annual compensation program consists of cash and equity components, with greater emphasis on equity compensation. While directors do not receive additional fees for service on our Board committees, the chairs of our Board committees receive an additional cash retainer. The table below summarizes the Non-employee Directors’ total annual compensation:

  34. Director Compensation

    | ANNUAL NON-EMPLOYEE DIRECTOR COMPENSATION | | | | Compensation Component | Non-employee Director (other than Chair) | Chair of the Board | | Annual Cash Retainer | $125,000 | $270,000 | | Annual Equity Retainer (intended $ value) | $185,000 | $330,000 | | Committee Chair Annual Cash Retainer | | | | Audit Committee | $35,000 | | | Compensation Committee | $30,000 | | | Finance & Risk Committee | $35,000 | | | Nominating & Governance Committee | $20,000 | |

  35. Director Compensation

    In 2025, Mercer (US) LLC (“Mercer”), the Board’s independent compensation consultant, presented its recommendations for director compensation based on a competitive study among our compensation peer group (which is described in the Compensation Peer Group section of the Compensation Discussion and Analysis). As a result, the Nominating & Governance Committee proposed to the Board an increase in the annual equity retainer for our Non-employee Directors, other than the Board Chair, to $185,000 from $165,000. No other increases were proposed. The Board approved this increase effective June 1, 2025. The Company compensates Non-employee Directors based on a Board-service year beginning June 1 and ending May 31 (each a “Service Year”), which timing generally aligns with the annual service of a director elected at the annual meeting of shareholders. As described above, our Non-employee Directors are entitled to receive an annual cash retainer, an annual equity retainer and, for those serving as chair of a Board committee, an additional committee chair cash retainer. Each Non-employee Director may choose to receive an equity award in lieu of a cash retainer with a target value equal to the cash retainer that would otherwise have been made to such director for the Service Year. The annual equity retainer and equity elected in lieu of the cash retainer payment are delivered in the form of restricted share units (“RSUs”) or, at the election of a Non-employee Director, in the form of restricted shares. Equity awards received in lieu of an annual cash retainer or committee chair cash retainer (as applicable) vest in equal quarterly installments after the grant date, consistent with the frequency of the quarterly payment of the annual cash retainer that the Non-employee Director would have otherwise received. The annual equity retainer cliff vests on the earlier of the first anniversary of the grant date or the date of the next annual meeting of shareholders, subject to the Non-employee Director’s continued service on the Board through such date. All vested RSUs settle in the Company’s common stock on a one-for-one basis upon the Non-employee Director’s departure from the Board. If a Non-employee Director elects to receive restricted shares rather than RSUs, such shares will settle in the Company’s common stock on a one-for-one basis upon vesting, but cannot be transferred or sold until the Non-employee Director departs from the Board. If the Company declares and pays a cash dividend on its common shares, a dividend equivalent equal to the cash dividend will be credited on then outstanding RSU and unvested restricted share awards. That dividend equivalent will be deemed reinvested in additional RSUs or unvested restricted shares, as applicable, and will be subject to the same vesting and other terms and conditions as the underlying RSU or unvested restricted share awards. Ms. Prieskorn, who is an employee of Jackson, does not receive any compensation for her service as a director.

  36. 2025 Annual Director Compensation

    2025 Annual Director Compensation Non-employee Directors (other than the Chair). For the 2025 Service Year, our Non-employee Directors, other than the Chair, were each awarded: (i) a cash retainer of $125,000 plus, as applicable, a committee chair cash retainer in an amount

  37. 2025 Annual Director Compensation

    | 34 | 2026 PROXY STATEMENT | |

  38. 2025 Annual Director Compensation

    as noted in the table above (or, if elected by the Non-employee Director, an equity award of equivalent value to the cash retainer(s)); and (ii) an annual equity retainer with an intended value of $185,000. The number of RSUs, or restricted shares, if so elected, comprising the equity awards was determined by dividing the intended value of the awards by $83.01, the average closing price of the Company’s common stock for the 10-trading day period immediately preceding the grant date of June 1, 2025, rounded down to the nearest whole share unit or share. Board Chair Compensation. For the 2025 Service Year, the Board Chair was awarded: (i) a cash retainer of $270,000, (ii) a committee chair cash retainer of $20,000 for serving as the Chair of the Nominating & Governance Committee, and (iii) an annual equity retainer with an intended value of $330,000. The number of RSUs comprising the equity award were determined by dividing the intended value by $83.01, the average closing price of the Company’s common stock for the 10- trading day period immediately preceding the grant date of June 1, 2025, rounded down to the nearest whole share unit or share.

  39. 2025 Director Compensation Table

    2025 Director Compensation Table The table below summarizes each Non-employee Director’s annual compensation for the calendar year ended December 31, 2025. The amounts reported below are impacted by the timing of certain Non-employee Director compensation payments primarily because the full grant date fair value of equity awards granted in lieu of the annual cash retainer for the 2025 Service Year are reported, whereas only the portion of the annual cash retainer earned during the fiscal year is reported for those receiving cash.

  40. 2025 Director Compensation Table

    | NAME | FEES EARNED OR PAID IN CASH(1)(3) | STOCK AWARDS(2)(3) | ALL OTHER COMPENSATION(4) | TOTAL | | Lily Fu Claffee | $124,373 | $184,122 | $0 | $308,495 | | Gregory T. Durant | $160,000 | $184,122 | $10,000 | $354,122 | | Steven A. Kandarian | $290,000 | $328,494 | $10,000 | $628,494 | | Derek G. Kirkland | $72,917 | $184,122 | $0 | $257,039 | | Drew E. Lawton | $125,000 | $184,122 | $10,000 | $319,122 | | Martin J. Lippert | $124,373 | $184,122 | $0 | $308,495 | | Russell G. Noles | $159,164 | $184,122 | $8,500 | $351,786 | | Esta E. Stecher | $154,206 | $184,122 | $10,000 | $348,328 |

  41. 2025 Director Compensation Table

    (1) For Messrs. Durant, Kandarian, Kirkland, and Lawton, the amounts in this column reflects cash received for their annual cash retainers and committee chair fees (if applicable) for service through December 31, 2025 (which includes the last five months of the 2024 Service Year and the first seven months of the 2025 Service Year). The amount in this column only reflects the cash Mr. Kirkland received for his annual cash retainer for the 2025 Service Year as he elected to receive equity in lieu of cash for his 2024 Service Year. The value of that award was reported in the 2024 Director Compensation Table in our 2025 Proxy Statement. For Mses. Claffee and Stecher and Messrs. Lippert and Noles, the amount in this column reflects the June 1, 2025 grant date fair value of RSUs for the 2025 Service Year, as they elected to receive equity in lieu of the cash retainer and committee chair fees (if applicable) for the 2025 Service Year. The grant date fair values for equity awards received in lieu of cash for the annual cash retainer were $124,373. The grant date fair values for equity awards received in lieu of cash for the committee chair fee for Ms. Stecher was $29,833 and for Mr. Noles was $34,791. (2) Non-employee Directors, other than Mr. Kandarian, received an annual equity award comprised of RSUs with a June 1, 2025 grant date fair value of $184,122 for Board service for the 2025 Service Year. Mr. Kandarian received an annual equity award comprised of RSUs with a June 1, 2025 grant date fair value of $328,494, for Board service for the 2025 Service Year. The stock price used to calculate the grant date fair value for RSU awards in these columns was $82.64. All fair values were computed using the share price at the date of grant, in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718 “Compensation — Stock Compensation.” See Note 18 to the Company’s Consolidated Financial Statements, included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, for additional information on the Company’s Incentive Plan.

  42. 2025 Director Compensation Table

    | | 2026 PROXY STATEMENT | 35 |

  43. 2025 Director Compensation Table

    The following table sets forth unvested RSUs and restricted stock awards held by each Non-employee Director as of December 31, 2025:

  44. 2025 Director Compensation Table

    | | STOCK AWARDS | | | | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED(A) (#) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED(B) ($) | | NAME | | | | Lily Fu Claffee | 3,054 | $325,709 | | Gregory T. Durant | 2,283 | $243,482 | | Steven A. Kandarian | 4,072 | $434,279 | | Derek G. Kirkland | 2,283 | $243,482 | | Drew E. Lawton | 2,283 | $243,482 | | Martin J. Lippert | 3,054 | $325,709 | | Russell G. Noles | 3,270 | $348,746 | | Esta E. Stecher | 3,239 | $345,439 |

  45. 2025 Director Compensation Table

    (A) The amounts in this column represent the number of outstanding unvested RSUs and/or restricted shares, including dividend equivalents credited as of December 31, 2025. (B) The values in this column were calculated by multiplying the number of unvested RSUs and/or restricted shares outstanding as of December 31, 2025, by $106.65, the closing price of Company common stock on December 31, 2025. (4) Represents Company charitable matching gift contributions made on behalf of Non-employee Directors who, in 2025, made charitable donations and received a match or the promise of a match for those 2025 donations under the Company’s charitable matching program. For material terms of the program, see, below, Director’s Matching Gift Program.

  46. Role of the Compensation Committee

    Role of the Compensation Committee The Compensation Committee discharges the Board’s responsibilities relating to executive compensation. Among other things, the Compensation Committee is responsible for: • Establishing and periodically reviewing the Company’s general compensation philosophy, strategy and principles, and, in consultation with senior management and considering shareholder feedback (including the results of our “say-on-pay” advisory vote), overseeing the development and implementation of compensation programs in accordance with those principles. • Annually reviewing and approving corporate goals and objectives relevant to the CEO’s total compensation, evaluating the CEO’s performance, and recommending for approval by the independent directors of the Board the CEO’s total compensation level. • Annually reviewing and approving corporate goals and objectives relevant to the compensation of the other NEOs; with input from the CEO, evaluating the performance of these executive officers, reporting the results to the Board, and reviewing and approving incentive compensation levels for NEOs other than the CEO. Reviewing and approving all compensation arrangements, including employment, consulting, retirement, severance, and change in control agreements for executive officers other than the CEO.

  47. The Role of the Compensation Committee’s Independent Compensation Consultant

    The Role of the Compensation Committee’s Independent Compensation Consultant In overseeing the Company’s compensation programs, the Compensation Committee develops programs based on its own deliberations and recommendations from management and from compensation and benefits consultants, including its independent compensation consultant, Mercer (US) LLC (“Mercer”). Mercer provides research, analysis, and independent advice on topics such as the compensation of our NEOs, executive compensation trends, and peer companies that may be utilized for comparative purposes. Mercer reports directly to the Compensation Committee, and the Compensation Committee may, at any time, replace the independent compensation consultant or hire additional consultants or advisors. At the Compensation Committee’s direction, Mercer attends Compensation Committee meetings, reviews and advises on all materials provided to the Compensation Committee for discussion and approval, and undertakes special projects as assigned. The Compensation Committee has assessed the independence of Mercer based on the New York Stock Exchange listed company standards and applicable SEC rules and regulations and concluded that Mercer’s engagement does not raise any conflicts of interest.

  48. Compensation Peer Group

    Compensation Peer Group When determining target compensation levels for our NEOs, the Compensation Committee reviews the current base salary, target short-term incentive, target equity-based long-term incentive (“LTI”) and target TDC of each NEO, and compares these compensation elements to equivalent roles at a select group of peer companies. This peer group is evaluated by the Compensation Committee on an annual basis, taking into account the advice of its independent compensation consultant. The companies in our peer group were selected after careful consideration of a range of relevant factors including size, industry, and companies with which we compete for executive talent, among other factors. The Compensation Committee considers pay data from the peer group as an important reference point in determining how to continue to provide competitive pay opportunities.

  49. Compensation Peer Group

    | | 2026 PROXY STATEMENT | 49 |

  50. Compensation Peer Group

    The peer group used as a reference point for 2025 executive compensation decisions was similar to the group used in 2024. In 2025, F&G Annuities & Life was added to the peer group based on its alignment with established peer selection criteria and its comparable lines of business. The 2025 peer group included the following companies:

  51. Compensation Peer Group

    | 2025 COMPENSATION PEER GROUP |

  52. Compensation Peer Group

    | Ameriprise Financial | Brighthouse Financial | CNO Financial | Corebridge Financial | | Equitable | F&G Annuities & Life | Genworth Financial | Guardian Life | | Lincoln National | Pacific Life | Principal Financial | Unum Group | | | Voya Financial | | |

  53. Short-Term Incentives for 2025

    Short-Term Incentives for 2025 The annual incentive plan is an important element of NEO compensation. The annual incentive focuses NEOs on the achievement of organizational and individual results within a performance year by providing variable compensation that is determined by performance, measured on a Company-wide basis or with respect to one or more business units, divisions or affiliates, and on individual performance. The target performance objectives are intended to balance the need to achieve our financial and strategic goals while setting challenging standards of performance. Mses. Prieskorn and Chelko and Messrs. Cummings, Smith, Raub, and Romine participate in the Jackson Annual Bonus Program. Mr. Smith also participates in the PPM America, Inc. (“PPM”) Bonus Pool to ensure pay-for-performance alignment in light of his Jackson responsibilities and his leadership of the PPM business. Half of his annual target bonus is determined under the Jackson Annual Bonus Program and the other half is determined under the PPM Bonus Pool. Details regarding these annual incentive programs are discussed below.

  54. Jackson Annual Bonus Program

    Jackson Annual Bonus Program Participants in the 2025 Jackson Annual Bonus Program are eligible to receive payouts based on achievements of certain performance measures established by the Compensation Committee at the beginning of each fiscal year. The Jackson Annual Bonus Program participants include the NEOs along with other senior leaders at the Company.

  55. Jackson Annual Bonus Program

    | | 2026 PROXY STATEMENT | 51 |

  56. Jackson Annual Bonus Program

    For the 2025 performance year, our Compensation Committee approved the following quantitative and qualitative performance measures:

  57. Jackson Annual Bonus Program

    | 2025 SHORT-TERM INCENTIVE PERFORMANCE METRICS |

  58. Jackson Annual Bonus Program

    | Goal | Weighting | Purpose | | Pretax Adjusted Operating Earnings | 60% | Measures profitability | | Controllable Costs | 20% | Reflects the strong historical, cultural, and strategic focus on cost management | | Key Strategic Objectives | 20% | Qualitative goals that encourage the achievement of various business objectives, including balance sheet health, growth, and culture initiatives • Balance Sheet Health ◦ Ensure balance sheet health at JNL & Brooke Life Reinsurance Company (“Brooke Re”) to support all stakeholder commitments and to position us to take advantage of strategic opportunities • Organic and Inorganic Growth ◦ Increase access to valuable retirement solutions by expanding our opportunities, evolving our existing product offerings, and launching new products to position us to be the retirement solution provider of choice • Culture ◦ Preservation of Jackson’s organizational culture that is built upon collaborative teamwork, respect, strong execution, and a commitment to employee professional growth and career advancement |

  59. 2025 Annual Bonus Performance Metric Results

    2025 Annual Bonus Performance Metric Results The table below describes the threshold, target, and maximum payout levels for each performance measure, including the performance outcome achieved and the payout percentage for each performance measure (including the overall cumulative payout percentage, which is used to determine the ultimate payout against the target annual cash incentive amount for each NEO). Based on 2025 performance, the Compensation Committee approved a payout in 2025 at 125.9% of the target amount.

  60. 2025 Annual Bonus Performance Metric Results

    | 2025 SHORT-TERM INCENTIVE PERFORMANCE METRIC RESULTS(1) | | | | | | | | | Goal | Weighting | Threshold | Target | Maximum | Performance Outcome | Payout Percentage | Weighted Payout | | | | 50% | 100% | 200% | | | | | Pretax Adjusted Operating Earnings(2) | 60% | $1,466m | $1,833m | $2,200m | $1,879m | 112.5% | 67.5% | | Controllable Costs(3) | 20% | $827m | $752m | $677m | $764m | 92.0% | 18.4% | | Key Strategic Objectives(4) | 20% | Goals described above | | | Maximum | 200.0% | 40.0% | | Cumulative Payout Percentage | | | | | | | 125.9% |

  61. 2025 Annual Bonus Performance Metric Results

    | 52 | 2026 PROXY STATEMENT | |

  62. 2025 Annual Bonus Performance Metric Results

    If the performance outcome is below the threshold level for a performance measure, then there is a 0% payout for such measure. If the performance outcome for a performance measure is between the threshold and target levels, or the target and maximum levels, then straight-line interpolation between the respective levels is used to determine the payout percentage. (2) See Appendix A for the reconciliation of “Pretax adjusted operating earnings” to the most comparable U.S. GAAP measure, and the adjustments made to “Pretax adjusted operating income” pursuant to the terms of the Annual Bonus Program. (3) See Appendix A for a description of “Controllable Costs” and the adjustments made to general and administrative expenses in determining “Controllable Costs” for purposes of the Annual Bonus Program. (4) The Compensation Committee determined that management exceeded the Key Strategic Objectives noting among other items, that: — Balance Sheet Health: Risk-based capital ratio (“RBC”) remained well above our target minimum of 425% throughout 2025; Brooke Re continues to prove its resiliency and self-sufficiency, maintaining a strong capital position through 2025. — Organic and Inorganic Growth: Exceeded goals in the number of multi-product producers, top producers, and new producers in our successful pursuit of organic growth; launched two new products helping drive further organic growth and diversification of our product suite and distribution results; and continued evaluation of inorganic growth opportunities culminating in our partnership with TPG. — Culture: Launched our Skills Marketplace, an internal talent warehouse that provides insight into skills that exist within Jackson as well as emerging skills within the market and across the industry, positioning us well to deliver on the Company’s talent and workforce planning needs as we deliver on our growth strategy. 2025 PPM Bonus Pool. The 2025 PPM Bonus Pool was approved by the Compensation Committee for PPM associates. The design of the PPM Bonus Pool captures PPM’s dual mandate for both managing the performance of Jackson’s general account and accumulating and managing the performance of third-party assets. The 2025 PPM Bonus Pool targets were established with the following weightings: managing the performance of the general account of JFI (40%) and third-party assets (30%), PPM controllable costs (10%), and key strategic objectives (20%). The key strategic objectives were focused on 1) acquiring new third-party assets under management (“AUM”), 2) maintaining and growing existing third-party AUM, 3) customer service, and 4) operational excellence. Based on 2025 performance, the Compensation Committee approved a payout in 2025 for the PPM Bonus Pool at 117.9% of the target amount.

  63. Annual Bonus Payout Amounts for Fiscal Year 2025

    Annual Bonus Payout Amounts for Fiscal Year 2025

  64. Annual Bonus Payout Amounts for Fiscal Year 2025

    | 2025 BASE SALARYX | ANNUAL BONUS TARGETX | APPROVED PAYOUT PERCENT | = | ANNUAL BONUS AMOUNT |

  65. Annual Bonus Payout Amounts for Fiscal Year 2025

    To receive an annual bonus, an NEO must remain employed by the Company through the payment date, except in cases of termination due to disability or qualifying retirement (each as defined in the Jackson OIP), death, or involuntary termination without cause, in which case the NEO will be paid a pro-rated bonus based on the portion of the performance year worked. The Compensation Committee, in its discretion, may vary individual bonus percentage payouts based on an individual NEO’s performance. For 2025, the cash bonuses for Messrs. Romine and Smith were delivered at the pool outcomes based on company performance for each annual bonus program in which they participated, in each case as governed by their respective separation/retirement agreements. Accordingly, a cash bonus at the earned amount of 125.9% of target for the Jackson Annual Bonus Program was awarded to Mr. Romine. Likewise, for the portion of his bonus related to the Jackson Annual Bonus Program, Mr. Smith received the earned amount of 125.9% of target and, for the portion provided under the PPM Bonus Pool, the earned amount of 117.9% of target, for an aggregate bonus of approximately 122% of target. In recognition of their contributions to the company’s extraordinary performance and accomplishments during 2025, including the formation of Hickory Re and our strategic partnership with TPG, as well as other initiatives critical in our acceleration of organic and inorganic growth, the Compensation Committee awarded Mses. Prieskorn and Chelko and Mr. Raub cash bonuses of 130% of target. In further recognition of his additional efforts and strategy development associated with this success, the Compensation Committee awarded Mr. Cummings a cash bonus of 135% of target.

  66. Annual Bonus Payout Amounts for Fiscal Year 2025

    | | 2026 PROXY STATEMENT | 53 |

  67. Annual Bonus Payout Amounts for Fiscal Year 2025

    The table below sets forth the 2025 target bonuses and actual bonus amounts earned for each of our NEOs. The cash bonuses earned by these NEOs are reflected in the “Non-Equity Incentive Compensation” column of our 2025 Summary Compensation Table.

  68. Annual Bonus Payout Amounts for Fiscal Year 2025

    | | 2025 SHORT-TERM INCENTIVE PROGRAM AWARDS | | | | NAMED EXECUTIVE OFFICER | Target Bonus | Payout as Percentage of Target | Approved Actual Bonus Amount | | Laura L. Prieskorn | $2,300,000 (200% of Base Salary) | 130% | $3,000,000 | | Don W. Cummings | $1,137,500 (175% of Base Salary) | 135% | $1,535,600 | | Craig D. Smith(1) | $1,914,000 (165% of Base Salary for Jackson) (165% of Base Salary for PPM) | 122% | $2,333,166 | | Chris A. Raub(2) | $978,041 (reflects blended pre- and post-promotion targets) | 130% | $1,271,500 | | Carrie L. Chelko | $885,000 (150% of Base Salary) | 130% | $1,150,500 | | Scott E. Romine(3) | $579,658 (150% of Base Salary through August 5, 2025) | 126% | $729,789 |

  69. Annual Bonus Payout Amounts for Fiscal Year 2025

    (1) Mr. Smith received a 2025 bonus based on his qualifying retirement effective December 31, 2025. (2) Mr. Raub’s 2025 target bonus increased to 175% from 150% of base salary effective with his promotion to Executive Vice President, Jackson Financial Inc., and President, Jackson National Life Insurance Company, effective April 14, 2025. His full-year 2025 target bonus was prorated based on his target bonus for the time spent in each role. (3) Mr. Romine’s 2025 bonus was pro-rated for the number of days worked in 2025.

  70. Long-Term Incentive Awards Granted in 2025

    Long-Term Incentive Awards Granted in 2025 Our LTI program is designed to incentivize the delivery of longer-term business goals, sustainable long-term returns for shareholders, and strategic priorities. In line with our pay-for-performance philosophy, LTI compensation forms a significant part of the compensation package for each of our NEOs. The LTI program also serves as a key tool for attracting and retaining senior-level talent and drives delivery of our longer-term business outcomes to align our NEOs’ interests with the interests of our shareholders. Under our LTI program, each NEO was granted an award of performance share units (“PSUs”) and restricted share units (“RSUs”) on March 10, 2025 (the “2025 Grant Date”). Upon his appointment as Executive Vice President, JFI and President, Jackson National Life Insurance Company, Mr. Raub was granted an additional LTI award on May 9, 2025 (the “2025 Off-Cycle Grant Date”), which brought his total 2025 LTI award to the new target approved by the Compensation Committee. Each NEO’s aggregate target LTI award for 2025 was granted 60% in the form of PSUs and 40% in the form of RSUs. The number of units granted to each NEO was determined by dividing the dollar value of the NEO’s target award by the average closing price of the Company’s common stock for the 10-trading day period immediately preceding the applicable grant date. Any PSUs and RSUs that vest will be settled on a one-for-one basis in shares of the Company’s common stock. If the Company declares and pays a cash dividend on its common shares, a dividend equivalent equal to the cash dividend will be credited on then outstanding PSU and RSU awards. That dividend equivalent will be deemed reinvested in additional PSUs or RSUs, as applicable, and will be subject to the same vesting and other terms and conditions as the underlying PSU or RSU awards. Dividend equivalents vest when, and to the extent, the underlying PSUs and RSUs vest. PSUs and RSUs vest subject to an NEO’s continued employment through the vesting date(s), except in cases of termination due to death, disability, termination without cause, termination for good reason, or qualifying retirement as set forth in

  71. Long-Term Incentive Awards Granted in 2025

    | 54 | 2026 PROXY STATEMENT | |

  72. Long-Term Incentive Awards Granted in 2025

    the Jackson OIP and the respective award agreements. The treatment of outstanding PSU and RSU awards upon an NEO’s termination and/or a change in control of the Company is described below in the Potential Payments Upon Termination or Change in Control section. 2025 PSU Awards. The 2025 PSUs may be earned based on the Company’s achievement of certain financial performance measures over a three-year performance period commencing on January 1, 2025 and ending on December 31, 2027. PSUs may vest between 0% and 200% of the target award based on the level of achievement of the performance measures. The performance measures used for the PSUs focus on critical financial measures and provide an equal balance between cash flow generation and return on equity. The performance measures are as follows: • Net Cash Flow to JFI (50%), which supports facilitation of debt repayment and shareholder capital return; and • Adjusted Operating Return on Equity Attributable to Common Shareholders (“Adjusted Operating ROE”) (50%), which helps ensure strong underlying financial performance of the business. A relative total shareholder return (“rTSR”) modifier is applied to the vesting result achieved from the Net Cash Flow to JFI and Adjusted Operating ROE metrics. This modifier assesses the Company’s total shareholder return over the three-year performance period compared to each company within the S&P Insurance Select Industry Index, an industry peer group, for the same period. As indicated in the schedule below, the modifier will be applied to the vesting results and may increase or decrease the vesting result by 20%. However, the maximum number of PSUs that can be earned cannot exceed the maximum target of 200%, regardless the impact of the rTSR modifier.

  73. Long-Term Incentive Awards Granted in 2025

    | rTSR Modifier | | | Performance Quartile | Payout Modifier | | Top Quartile | 120% | | 2nd and 3rd Quartiles | 100% | | Bottom Quartile | 80% |

  74. Long-Term Incentive Awards Granted in 2025

    The weighting and the threshold, target, and maximum performance goals for each of the two performance measures are set forth in the following table.

  75. Long-Term Incentive Awards Granted in 2025

    | 2025-2027 GOALS(1) | | | | | | Performance Measure | Weighting | Threshold (50% Payout) | Target (100% Payout) | Maximum (200% Payout) | | Net Cash Flow to JFI(2) | 50% | $1,553m | $3,106m | $4,659m | | Adjusted Operating ROE(2) | 50% | 12.6% | 15.7% | 18.8% |

  76. Long-Term Incentive Awards Granted in 2025

    (1) If the performance outcome is below the threshold level for a performance measure, then the payout percentage will be 0% for that measure. If the performance outcome is achieved between the threshold and target levels, or between the target and maximum levels, then the payout percentage will be determined by straight-line interpolation. (2) This is a non-GAAP measure. See Appendix A for a full description of Net Cash Flow to JFI and Adjusted Operating ROE. Any PSUs that are earned based on the achievement of the performance measures will vest on March 10, 2028, or in the case of the additional award granted to Mr. Raub on the Off-Cycle Grant Date in connection with his promotion, on May 9, 2028. The table below sets forth the target number of PSUs granted to each NEO in 2025 under our LTI program and the value of such PSUs based on a grant date fair value of $83.67 for awards granted on the 2025 Grant Date and $87.73 for the award granted to Mr. Raub on the Off-Cycle Grant Date, using a Monte Carlo valuation model.

  77. Long-Term Incentive Awards Granted in 2025

    | | 2026 PROXY STATEMENT | 55 |

  78. Long-Term Incentive Awards Granted in 2025

    | NEO | PSUs (#) | GRANT DATE FAIR VALUE ($) | | Laura L. Prieskorn | 52,412 | 4,385,312 | | Don W. Cummings | 14,578 | 1,219,741 | | Craig D. Smith | 17,007 | 1,422,976 | | Chris A. Raub | 14,325 | 1,223,619 | | Carrie L. Chelko | 10,586 | 885,731 | | Scott E. Romine | 13,536 | 1,132,557 |

  79. Long-Term Incentive Awards Granted in 2025

    2025 RSU Awards. The RSUs granted in 2025 will vest in equal tranches on the first, second and third anniversaries of the 2025 Grant Date, or in the case of Mr. Raub’s off-cycle grant, the 2025 Off-Cycle Grant Date. The table below sets forth the number of RSUs granted to each NEO in 2025 under our LTI program and the value of such RSUs based on the closing price of the Company’s common stock on the 2025 Grant Date of $81.19 and the 2025 Off-Cycle Grant Date of $84.41, as applicable.

  80. Long-Term Incentive Awards Granted in 2025

    | NEO | RSUs (#) | GRANT DATE FAIR VALUE ($) | | Laura L. Prieskorn | 34,941 | 2,836,860 | | Don W. Cummings | 9,718 | 789,004 | | Craig D. Smith | 11,338 | 920,532 | | Chris A. Raub | 9,550 | 788,608 | | Carrie L. Chelko | 7,057 | 572,958 | | Scott E. Romine | 9,024 | 732,659 |

  81. Performance-Based LTI Awards Vested in 2025

    Performance-Based LTI Awards Vested in 2025 Award achievement for the 2023 PSU Awards. The 2023 PSU awards had a three-year performance period commencing on January 1, 2023, and ending on December 31, 2025. These PSUs could vest between 0% and 200% of the target award based on the level of achievement of the performance measures. On February 2, 2026, the Compensation Committee approved the achievement of the performance measures for the 2023 PSU awards. The performance measures, certified achievement, and vesting percentages are described below. These awards vested on March 10, 2026, the third anniversary of the March 10, 2023 grant date.

  82. Performance-Based LTI Awards Vested in 2025

    | 2023-2025 GOALS(1) | | | | | | | | | Performance Measure | Weighting | Threshold (50% Payout) | Target (100% Payout) | Maximum (200% Payout) | Certified Achievement | Vesting Percentage | Weighted Payout | | Generation of Net Cash Flow Available to JFI(2) | 60% | $2,949m | $4,449m | $5,949m | $3,392m | 64.8% | 38.9% | | Adjusted Operating ROE(2) | 40% | 12.0% | 15.0% | 18.0% | 21.1% | 200.0% | 80.0% | | Vesting Based on Performance Measures | | | | | | | 118.9% | | rTSR Modifier Based on Top Quartile Ranking | | | | | | | 120.0% | | Approved Vesting Percent | | | | | | | 142.7% |

  83. Performance-Based LTI Awards Vested in 2025

    (1) If the performance outcome is below the threshold level for a performance measure, then the payout percentage will be 0% for such measure. If the performance outcome for a performance measure is between the threshold and target levels, or the target and maximum levels, then straight-line interpolation between the respective levels is used to determine the payout percentage. (2) This is a non-GAAP measure. See Appendix A for a full description of Generation of Net Cash Flow Available to JFI and Adjusted Operating ROE and the impact of adjustments made pursuant to the terms of each long-term incentive program. PPM Performance Incentive Award (the “PIA”) Plan. Messrs. Smith and Raub previously participated in the PIA Plan, which is intended to further align individual compensation to the investment performance delivered to PPM clients. The

  84. Performance-Based LTI Awards Vested in 2025

    | 56 | 2026 PROXY STATEMENT | |

  85. Performance-Based LTI Awards Vested in 2025

    PIA Plan awards previously granted to Messrs. Smith and Raub in 2022 vested in March 2025. The cash amount payable under this award ($396,928 for Mr. Smith and $57,622 for Mr. Raub) is included in the “Non-Equity Incentive Compensation” column of our Summary Compensation Table. Until November of 2024, the amount was determined based on returns in the PPM Core Plus Fixed Income Fund and the PPM High Yield Core Fund managed by PPM. Following the announced closure of these two funds, for the remainder of the three-year performance period, the amount was determined based on returns in the JNL/PPM America High Yield, Investment Grade Credit and Total Return Bond Funds. Over the three-year period, this represented a return of 8.0% on the original grant amounts of $367,500 for Mr. Smith and $53,350 for Mr. Raub.

  86. Nonqualified Deferred Compensation Plan

    Nonqualified Deferred Compensation Plan Jackson National Life Insurance Company Management Deferred Income Plan (the “MDIP”). All NEOs are eligible to participate in the MDIP, an unfunded, nonqualified deferred compensation plan offered to a select group of management and highly compensated associates. Participation in the MDIP is voluntary and provides participants the opportunity to defer compensation until a later date. Participants may elect to defer a portion of their salary and/or annual incentive bonus during an open enrollment period prior to the year in which the compensation is earned. Amounts deferred are credited to a bookkeeping account and are always 100% vested. A participant may direct the deemed investment of his or her account among the notional investment options available. A participant may elect to receive payment of deferred amounts upon termination of employment or after a specified calendar year. Payment options include a single lump sum or annual installments not to exceed 25 years. For more information on the Company’s deferred compensation plan, see the fiscal year 2025 Nonqualified Deferred Compensation table.

  87. Jackson Financial Inc. Severance Plan

    Jackson Financial Inc. Severance Plan All NEOs are eligible to participate in the Jackson Financial Inc. Severance Plan (the “Severance Plan”). The Compensation Committee adopted the Severance Plan, effective as of November 7, 2022, to provide severance benefits to a select group of officers. The CEO’s eligibility to participate in the Severance Plan was approved on November 7, 2022, by the independent directors of the Board. The Severance Plan provides for a lump sum cash payment to a participant in the event of his or her employment termination by the Company without cause or by the participant with good reason (each as defined in the Severance Plan). The participant’s receipt of that lump sum cash payment is conditioned upon the participant’s execution and non-revocation of a release of claims in favor of the Company. The amount of the lump sum cash payment for the NEO group in the event of a qualifying termination under the Severance Plan is calculated as: • for the CEO, a two times multiple of the “severance compensation basis”; and • for the other NEOs, a 1.5 multiple of the “severance compensation basis”. The “severance compensation basis” includes a participant’s annual base salary, target annual bonus for the year of termination, and the amount required for 12 months of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”). The Severance Plan also provides for the payment of a pro-rated annual bonus for the year in which the termination occurs and, if termination occurs before the annual bonus for the immediately prior year is paid, an earned annual bonus for that prior year. The payments are in addition to payments in respect of accrued rights, which include accrued but unpaid base salary, and benefits provided under the Company’s associate benefit plans upon a termination of employment. In the event of a termination for cause, the Severance Plan provides for the payment of the accrued rights, but not a lump sum cash payment, a pro-rated annual bonus, or an earned annual bonus. If the participant holds outstanding LTI awards at termination, those awards are treated in the manner set forth in the relevant plan document and award agreement(s).

  88. Summary Compensation Table

    Summary Compensation Table The following Summary Compensation Table and accompanying footnotes present important information regarding compensation for each of our NEOs. Additional information regarding the elements of compensation approved by the Compensation Committee is detailed in the Compensation Discussion and Analysis above.

  89. Summary Compensation Table

    | NAME AND PRINCIPAL POSITION | YEAR | SALARY ($)(1) | BONUS ($) | STOCK AWARDS ($)(2) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($)(3) | CHANGE IN PENSION VALUE AND NONQUALIFIED DEFERRED COMPENSATION EARNINGS ($)(4) | ALL OTHER COMPENSATION ($)(5) | TOTAL COMPENSATION ($) | | Laura L. Prieskorn Chief Executive Officer, President and Director | 2025 | 1,142,308 | — | 7,222,172 | 3,000,000 | — | 114,207 | 11,478,687 | | | 2024 | 1,084,616 | — | 8,007,381 | 2,950,200 | — | 146,127 | 12,188,324 | | | 2023 | 1,000,000 | — | 6,332,212 | 3,500,000 | — | 143,110 | 10,975,322 | | Don W. Cummings Executive Vice President and Chief Financial Officer | 2025 | 648,462 | — | 2,008,745 | 1,535,600 | — | 101,276 | 4,294,083 | | | 2024 | 538,462 | — | 2,492,717 | 1,208,500 | — | 80,138 | 4,319,817 | | Craig D. Smith President and CEO, PPM America, Inc. | 2025 | 573,846 | — | 2,343,508 | 2,730,094 | — | 42,000 | 5,689,448 | | | 2024 | 540,000 | — | 2,724,696 | 2,656,363 | — | 41,400 | 5,962,459 | | | 2023 | 537,693 | — | 2,201,589 | 2,524,569 | — | 42,050 | 5,305,901 | | Chris A. Raub Executive Vice President, JFI and President, Jackson National Life Insurance Company | 2025 | 572,116 | — | 2,012,227 | 1,329,122 | — | 42,000 | 3,955,465 | | Carrie L. Chelko Executive Vice President and General Counsel | 2025 | 586,923 | — | 1,458,689 | 1,150,500 | — | 55,446 | 3,251,558 | | | 2024 | 560,769 | — | 1,556,935 | 1,146,600 | — | 58,487 | 3,322,791 | | | 2023 | 500,769 | — | 1,120,317 | 1,092,400 | — | 49,199 | 2,762,685 | | Scott E. Romine Former President and CEO, Jackson National Life Distributors LLC | 2025 | 436,563 | — | 1,865,216 | 729,789 | — | 2,488,311 | 5,519,879 | | | 2024 | 650,000 | — | 2,001,798 | 1,307,500 | — | 41,400 | 4,000,698 | | | 2023 | 650,000 | — | 1,656,063 | 1,392,300 | — | 49,062 | 3,747,425 |

  90. Summary Compensation Table

    (1) Amounts reported in this column reflect the actual amount of base salary paid to each NEO in that year. For Mr. Romine, this column also includes accrued but unused personal time off paid upon his departure. (2) Amounts in this column reflect the aggregate grant date fair value of stock awards granted in the applicable year calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation — Stock Compensation (“ASC 718”). See Note 18 to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2025, for assumptions used to determine the values of these awards. The amounts included in this column for PSUs granted in 2025 under the Company’s LTI program are calculated based on the achievement of the performance goals at target levels for such awards. If the highest level of performance is achieved, based on the grant date fair value of $83.67 for awards granted on the 2025 Grant Date and $87.73 for the award granted to Mr. Raub on the Off-Cycle Grant Date, using a Monte Carlo valuation, the maximum value for the respective PSUs as of the date of grant are:

  91. Summary Compensation Table

    | Laura L. Prieskorn | Don W. Cummings | Craig D. Smith | Scott E. Romine | Carrie L. Chelko | Chris A. Raub | | $8,770,624 | $2,439,482 | $2,845,952 | $2,265,114 | $1,771,462 | $2,447,238 |

  92. Summary Compensation Table

    | | 2026 PROXY STATEMENT | 61 |

  93. Summary Compensation Table

    Amounts reported in this column reflect the amounts paid under the Company’s annual cash incentive plans for the 2025 performance year. For Messrs. Smith and Raub, also included are the amounts paid under the PIA. More information regarding the terms of the annual cash incentive awards is summarized under Compensation Discussion and Analysis — Short-Term Incentives for 2025, and for the PIA, under the Compensation Discussion and Analysis — Performance-Based LTI Awards Vested in 2025. The amount reported for Mr. Smith reflects the amounts paid under the Jackson Annual Bonus Plan ($1,204,863), the PPM Bonus Pool ($1,128,303) and the PIA (his 2022 award, which vested at a final value of $396,928 on March 10, 2025). The amount reported for Mr. Raub reflects the amounts paid under the Jackson Annual Bonus Plan ($1,271,500) and the PIA (his 2022 award, which vested at a final value of $57,622 on March 10, 2025). (4) No above-market earnings are reported for 2025 as the interest that would have been earned at 120% of the applicable federal long-term rates during 2025 was greater than the actual earnings during the period. (5) The following table reflects 2025 amounts included as “All Other Compensation” for each NEO.

  94. Summary Compensation Table

    | NAME | 401(K) COMPANY CONTRIBUTION ($) | PERQUISITES(A) ($) | SEVERANCE ($)(B) | TOTAL OTHER COMPENSATION ($) | | Laura L. Prieskorn | 42,000 | 72,207 | — | 114,207 | | Don W. Cummings | 42,000 | 59,276 | — | 101,276 | | Craig D. Smith | 42,000 | — | — | 42,000 | | Chris A. Raub | 42,000 | — | — | 42,000 | | Carrie L. Chelko | 42,000 | 13,446 | — | 55,446 | | Scott E. Romine | 14,250 | — | 2,474,061 | 2,488,311 |

  95. Summary Compensation Table

    (A) For Ms. Prieskorn, $53,671, and for Mr. Cummings, $44,276, in perquisites relate to personal use of the corporate aircraft. We determined the aggregate incremental cost of the personal use of our corporate aircraft to include trip fuel expenses, maintenance labor and parts, landing fees, trip catering and crew expenses. Fuel, landing fees and catering are specific to the trip. Maintenance labor and parts are industry average and aircraft specific for each hour of operation. Crew expenses are based on a daily per diem. Because our aircraft are used primarily for business travel, this methodology excludes fixed costs that do not change based on usage such as the salaries, benefits, training of pilots and crew, purchase or lease costs of aircraft and other fixed costs. The amounts above also reflect the reimbursement for financial planning / tax preparation services for Mr. Cummings and Ms. Chelko; the use of tickets to sporting events for Mses. Prieskorn and Chelko; and executive physicals for Mses. Prieskorn and Chelko. For Mr. Romine, $2,474,061 represents cash severance payments related to his departure from the Company under his Separation Agreement consistent with the Jackson Financial Inc. Severance Plan (the “Severance Plan”). For more information on amounts payable under the Severance Plan, see the Potential Payments Upon Termination or Change in Control section.

  96. Summary Compensation Table

    | 62 | 2026 PROXY STATEMENT | |

  97. Grants of Plan-Based Awards for Fiscal Year 2025

    Grants of Plan-Based Awards for Fiscal Year 2025 The following table provides information regarding awards granted to the NEOs in the last fiscal year pursuant to the Jackson Annual Bonus Program, the PPM Bonus Pool and the Jackson OIP. Fractional shares have been rounded to the nearest whole share for purposes of this proxy statement.

  98. Grants of Plan-Based Awards for Fiscal Year 2025

    | | | | ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS | | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS | | | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS (#) | GRANT DATE FAIR VALUE OF STOCK AWARDS ($)(2) | | AWARD | GRANT DATE(1) | APPROVAL DATE(1) | THRESHOLD ($) | TARGET ($) | MAXIMUM ($) | THRESHOLD (#) | TARGET (#) | MAXIMUM (#) | | | | Laura L. Prieskorn | | | | | | | | | | | | Jackson Annual Bonus Program(3) | | | 1,150,000 | 2,300,000 | 4,600,000 | | | | | | | LTI RSUs(4) | 3/10/2025 | 2/12/2025 | | | | | | | 34,941 | 2,836,860 | | LTI PSUs(5) | 3/10/2025 | 2/12/2025 | | | | 26,206 | 52,412 | 104,824 | | 4,385,312 | | Don W. Cummings | | | | | | | | | | | | Jackson Annual Bonus Program(3) | | | 568,750 | 1,137,500 | 2,275,000 | | | | | | | LTI RSUs(4) | 3/10/2025 | 2/11/2025 | | | | | | | 9,718 | 789,004 | | LTI PSUs(5) | 3/10/2025 | 2/11/2025 | | | | 7,289 | 14,578 | 29,156 | | 1,219,741 | | Craig D. Smith | | | | | | | | | | | | Jackson Annual Bonus Program(3) | | | 478,500 | 957,000 | 1,914,000 | | | | | | | PPM Bonus Pool(6) | | | 478,500 | 957,000 | 1,914,000 | | | | | | | LTI RSUs(4) | 3/10/2025 | 2/11/2025 | | | | | | | 11,338 | 920,532 | | LTI PSUs(5) | 3/10/2025 | 2/11/2025 | | | | 8,504 | 17,007 | 34,014 | | 1,422,976 | | Chris A. Raub | | | | | | | | | | | | Jackson Annual Bonus Program(3) | | | 489,021 | 978,041 | 1,956,082 | | | | | | | LTI RSUs (Annual)(4) | 3/10/2025 | 2/11/2025 | | | | | | | 5,437 | 441,430 | | LTI PSUs (Annual)(5) | 3/10/2025 | 2/11/2025 | | | | 4,078 | 8,156 | 16,312 | | 682,413 | | LTI RSUs (Off-Cycle)(4) | 5/9/2025 | 4/4/2025 | | | | | | | 4,113 | 347,178 | | LTI PSUs (Off-Cycle)(5) | 5/9/2025 | 4/4/2025 | | | | 3,085 | 6,169 | 12,338 | | 541,206 | | Carrie L. Chelko | | | | | | | | | | | | Jackson Annual Bonus Program(3) | | | 442,500 | 885,000 | 1,770,000 | | | | | | | LTI RSUs(4) | 3/10/2025 | 2/11/2025 | | | | | | | 7,057 | 572,958 | | LTI PSUs(5) | 3/10/2025 | 2/11/2025 | | | | 5,293 | 10,586 | 21,172 | | 885,731 | | Scott E. Romine | | | | | | | | | | | | Jackson Annual Bonus Program(3) | | | 289,829 | 579,658 | 1,159,315 | | | | | | | LTI RSUs(4) | 3/10/2025 | 2/11/2025 | | | | | | | 9,024 | 732,659 | | LTI PSUs(5) | 3/10/2025 | 2/11/2025 | | | | 6,768 | 13,536 | 27,072 | | 1,132,557 |

  99. Grants of Plan-Based Awards for Fiscal Year 2025

    (1) The 2025 LTI annual awards of PSUs and RSUs under the Jackson OIP were approved by our Board for Ms. Prieskorn on February 12, 2025, and by the Compensation Committee for the remaining NEOs on February 11, 2025, with a grant date of March 10, 2025. Mr. Raub’s additional Off-Cycle award of PSUs and RSUs under the Jackson OIP were approved by the Compensation Committee on April 4, 2025 with a grant date of May 9, 2025. The amounts in this column represent the aggregate grant date fair value of all equity-based awards granted to the NEOs in 2025 in accordance with ASC 718. The grant date fair value for RSUs that were granted on March 10, 2025, was

  100. Grants of Plan-Based Awards for Fiscal Year 2025

    | | 2026 PROXY STATEMENT | 63 |

  101. Grants of Plan-Based Awards for Fiscal Year 2025

    based on the closing price of the Company’s common stock of $81.19. The grant date fair value for Mr. Raub’s Off-Cycle RSUs that were granted on May 9, 2025 was based on the closing price of the Company’s common stock of $84.41. The grant date fair value for PSUs granted on March 10, 2025, was $83.67. The grant date fair value for Mr. Raub’s Off-Cycle PSUs granted on May 9, 2025 was $87.73. Both PSU grant date fair values were based on a Monte Carlo valuation model. (3) These amounts reflect the payout levels for the NEOs under the Jackson Annual Bonus Program based on the potential achievement of certain performance goals as discussed above in Compensation Discussion and Analysis — Short-Term Incentives for 2025 — Jackson Annual Bonus Program. For the actual amounts paid to the NEOs pursuant to the 2025 Jackson Annual Bonus Program, see the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table above. (4) RSUs granted under the Jackson OIP pursuant to our LTI program in 2025 will vest in three equal tranches on the first, second and third anniversaries of the grant date subject to each participant’s continued employment through the applicable vesting date, except as described in the Potential Payments Upon Termination or Change in Control section. The number of shares of common stock received on settlement will be increased by an additional number of shares to reflect the dividends that would have been payable during the vesting period. (5) PSUs granted under the Jackson OIP pursuant to our LTI program on March 10, 2025 will vest on March 10, 2028, and those granted on May 9, 2025 will vest on May 9, 2028, after completion of the three-year performance period from January 1, 2025 to December 31, 2027, and based on achievement of the performance goals and rTSR results as described above in Compensation Discussion and Analysis — Long-Term Incentive Awards Granted in 2025 and subject to each participant’s continued employment through the vesting date, except as described in the Potential Payments Upon Termination or Change in Control section. PSUs may vest between 0% and 200% of the target award based on the achievement of the performance measures. If the performance outcome for a performance measure is below the threshold level, then the payout percentage will be 0% for such measure. If the performance outcome for a performance measure is between the threshold and target levels, or the target and maximum levels, then straight-line interpolation between the respective levels is used to determine its payout percentage. The combined vesting results from the performance measures may be increased or decreased by 20% based on the rTSR results. However, the maximum number of PSUs that can be earned cannot exceed the maximum target of 200%, regardless the impact of the rTSR modifier. The number of shares of common stock received on settlement will be increased by an additional number of shares to reflect the dividends that would have been payable during the vesting period. These amounts reflect the payout levels for Mr. Smith under the PPM Bonus Pool based on the potential achievement of certain performance criteria as discussed above in Compensation Discussion and Analysis — Short-Term Incentives for 2025 — PPM 2025 Bonus Pool. For the actual amounts paid to Mr. Smith pursuant to the PPM Bonus Pool, see the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table above.

  102. Grants of Plan-Based Awards for Fiscal Year 2025

    | 64 | 2026 PROXY STATEMENT | |

  103. Outstanding Equity Awards at Fiscal Year-End 2025

    Outstanding Equity Awards at Fiscal Year-End 2025 The following table sets forth outstanding equity grants for each NEO as of December 31, 2025, including grants from 2023, 2024 and 2025.

  104. Outstanding Equity Awards at Fiscal Year-End 2025

    | | STOCK AWARDS | | | | | | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED(1) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED(2) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED(1) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED(2) | | NAME | (#) | ($) | (#) | ($) | | Laura L. Prieskorn | | | | | | 2023 LTI PSU Award(3) | | | 146,520 | 15,626,358 | | 2023 LTI RSU Award(4) | 22,103 | 2,357,285 | | | | 2024 LTI PSU Award(5) | | | 165,708 | 17,672,758 | | 2024 LTI RSU Award(6) | 35,624 | 3,799,300 | | | | 2025 LTI PSU Award(7) | | | 108,411 | 11,562,033 | | 2025 LTI RSU Award(8) | 34,672 | 3,697,769 | | | | Don W. Cummings | | | | | | 2023 LTI PSU Award(3) | | | 14,087 | 1,502,379 | | 2023 LTI RSU Award(4) | 2,121 | 226,205 | | | | 2024 LTI PSU Award(5) | | | 8,054 | 858,959 | | 2024 LTI RSU Award(6) | 6,058 | 646,086 | | | | 2024 Retention RSU Award(9) | 4,795 | 511,387 | | | | 2024 Mid-Cycle LTI PSU Award(10) | | | 17,616 | 1,878,746 | | 2024 Mid-Cycle LTI RSU Award(11) | 3,763 | 401,324 | | | | 2025 LTI PSU Award(7) | | | 30,154 | 3,215,924 | | 2025 LTI RSU Award(8) | 9,661 | 1,030,346 | | | | Craig D. Smith | | | | | | 2023 LTI PSU Award(3) | | | 50,942 | 5,432,964 | | 2023 LTI RSU Award(4) | 7,683 | 819,392 | | | | 2024 LTI PSU Award(5) | | | 56,386 | 6,013,567 | | 2024 LTI RSU Award(6) | 12,121 | 1,292,705 | | | | 2025 LTI PSU Award(7) | | | 35,178 | 3,751,734 | | 2025 LTI RSU Award(8) | 11,249 | 1,199,706 | | | | Chris A. Raub | | | | | | 2023 LTI PSU Award(3) | | | 4,179 | 445,690 | | 2023 LTI RSU Award(4) | 2,836 | 302,459 | | | | 2023 Mid-Cycle LTI PSU Award(12) | | | 11,248 | 1,199,599 | | 2023 Mid-Cycle LTI RSU Award(13) | 1,695 | 180,772 | | | | 2024 LTI PSU Award(5) | | | 24,166 | 2,577,304 | | 2024 LTI RSU Award(6) | 5,194 | 553,940 | | | | 2025 LTI PSU Award(7) | | | 16,870 | 1,799,186 | | 2025 LTI RSU Award(8) | 5,394 | 575,270 | | | | 2025 Off-Cycle LTI PSU Award(14) | | | 12,640 | 1,348,056 | | 2025 Off-Cycle LTI RSU Award(15) | 4,042 | 431,079 | | |

  105. Outstanding Equity Awards at Fiscal Year-End 2025

    | | 2026 PROXY STATEMENT | 65 |

  106. Outstanding Equity Awards at Fiscal Year-End 2025

    | | STOCK AWARDS | | | | | | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED(1) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED(2) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED(1) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED(2) | | NAME | (#) | ($) | (#) | ($) | | Carrie L. Chelko | | | | | | 2023 LTI PSU Award(3) | | | 25,923 | 2,764,688 | | 2023 LTI RSU Award(4) | 4,038 | 430,653 | | | | 2024 LTI PSU Award(5) | | | 32,220 | 3,436,263 | | 2024 LTI RSU Award(6) | 7,160 | 763,614 | | | | 2025 LTI PSU Award(7) | | | 21,897 | 2,335,315 | | 2025 LTI RSU Award(8) | 7,298 | 778,332 | | | | Scott E. Romine | | | | | | 2023 LTI PSU Award(3) | | | 38,320 | 4,086,828 | | 2023 LTI RSU Award(4) | 5,794 | 617,930 | | | | 2024 LTI PSU Award(5) | | | 41,426 | 4,418,083 | | 2024 LTI RSU Award(6) | 8,927 | 952,065 | | | | 2025 LTI PSU Award(7) | | | 27,998 | 2,985,987 | | 2025 LTI RSU Award(8) | 8,979 | 957,610 | | |

  107. Outstanding Equity Awards at Fiscal Year-End 2025

    (1) The amounts in these columns represent the number of outstanding PSUs and RSUs, including dividend equivalents credited as of December 31, 2025. (2) The values in these columns were calculated by multiplying the applicable number of RSUs/PSUs as of December 31, 2025, by $106.65, the closing price of the Company’s common stock on December 31, 2025. (3) The amounts in these rows reflect PSUs that were granted on March 10, 2023, under our LTI program. The performance period was January 1, 2023 through December 31, 2025. They were earned based on achievement of performance conditions during the performance period and vested on March 10, 2026. All 2023 PSUs shown are based on the number of PSUs outstanding on December 31, 2025, multiplied by the applicable vesting percentage based on the actual achievement of the performance conditions. (4) The amounts in these rows reflect RSUs that were granted on March 10, 2023, under our LTI program. The final tranche of this award vested on March 10, 2026. (5) The amounts in these rows reflect PSUs that were granted March 10, 2024, under our LTI program. The performance period is January 1, 2024, through December 31, 2026 with a vesting date of March 10, 2027. The number of PSUs shown is based on achievement at maximum performance level as the performance for these PSUs is above target performance level through December 31, 2025. However, the amount of these awards that are paid out, if any, will depend on the actual performance over the full performance period. (6) The amounts in these rows reflect RSUs that were granted on March 10, 2024, under our LTI program. The second tranche vested on March 10, 2026. The remaining unvested share units will vest on March 10, 2027. (7) The amounts in these rows reflect PSUs that were granted March 10, 2025, under our LTI program. The performance period is January 1, 2025, through December 31, 2027 with a vesting date of March 10, 2028. The number of PSUs shown is based on achievement at maximum performance level as the performance for these PSUs is above target performance level through December 31, 2025. However, the amount of these awards that are paid out, if any, will depend on the actual performance over the full performance period. (8) The amounts in these rows reflect RSUs that were granted on March 10, 2025, under our LTI program. The first tranche vested on March 10, 2026. The remaining unvested share units will vest on March 10, 2027, and March 10, 2028. The amounts in this row reflect RSUs that were granted as a retention award to Mr. Cummings on March 10, 2024, under our LTI program. The second and final tranche vested on March 10, 2026.

  108. Outstanding Equity Awards at Fiscal Year-End 2025

    | 66 | 2026 PROXY STATEMENT | |

  109. Outstanding Equity Awards at Fiscal Year-End 2025

    The amounts in these rows reflect PSUs that were granted to Mr. Cummings on September 10, 2024, under our LTI program. The performance period is January 1, 2024 through December 31, 2026 with a vesting date of September 10, 2027. The number of PSUs shown is based on achievement at maximum performance level as the performance for these PSUs is above target performance level through December 31, 2025. However, the amount of these awards that are paid out, if any, will depend on the actual performance over the full performance period. (11) The amounts in this row reflect RSUs that were granted to Mr. Cummings on September 10, 2024, under our LTI program. The remaining unvested share units will vest on September 10, 2026, and September 10, 2027. (12) The amounts in these rows reflect PSUs that were granted to Mr. Raub on September 10, 2023, under our LTI program. The performance period is January 1, 2023 through December 31, 2025. They were earned based on achievement of performance conditions during the performance period and will vest on September 10, 2026. The PSUs shown are based on the number of PSUs outstanding on December 31, 2025, multiplied by the applicable vesting percentage based on the actual achievement of the performance conditions. (13) The amounts in this row reflect RSUs that were granted to Mr. Raub on September 10, 2023, under our LTI program. The remaining unvested share units will vest on September 10, 2026. (14) The amounts in these rows reflect PSUs that were granted to Mr. Raub on May 9, 2025, under our LTI program. The performance period is January 1, 2025 through December 31, 2027 with a vesting date of May 9, 2028. The number of PSUs shown is based on achievement at maximum performance level as the performance for these PSUs is above target performance level through December 31, 2025. However, the amount of these awards that are paid out, if any, will depend on the actual performance over the full performance period. (15) The amounts in these rows reflect RSUs that were granted to Mr. Raub on May 9, 2025, under our LTI program. They will vest in substantially equal tranches on May 9, 2026, May 9, 2027, and May 9, 2028.

  110. Stock Vested

    Stock Vested The following table summarizes the value received from stock awards vested during 2025.

  111. Stock Vested

    | | STOCK AWARDS(1) | | | NAME | NUMBER OF SHARES ACQUIRED ON VESTING (#) | VALUE REALIZED ON VESTING ($)(2) | | Laura L. Prieskorn | 174,018 | 14,144,020 | | Don W. Cummings | 28,601 | 2,358,028 | | Craig D. Smith | 52,195 | 4,242,747 | | Chris A. Raub | 13,768 | 1,148,218 | | Carrie L. Chelko | 30,008 | 2,436,376 | | Scott E. Romine | 45,975 | 3,736,410 |

  112. Stock Vested

    (1) Includes dividend equivalents equal to dividends paid throughout the vesting period on the underlying RSU and PSU awards. The amount also reflects share units withheld on November 20, 2025, to cover employment taxes due on unvested grants of RSUs to comply with Internal Revenue Code tax withholding regulations that apply to equity grants with qualifying retirement vesting provisions. Amounts reported represent the total pre-tax value realized upon vesting, calculated as share units vested times the closing price of the Company’s common stock on the applicable vesting date (or the last NYSE trading day prior to the date vested).

  113. Stock Vested

    | | 2026 PROXY STATEMENT | 67 |

  114. Fiscal Year 2025 Nonqualified Deferred Compensation Plan

    Fiscal Year 2025 Nonqualified Deferred Compensation Plan The following table provides information on deferrals made by our NEOs in 2025, as well as their aggregate plan balances in the MDIP. We do not make Company contributions to the MDIP.

  115. Fiscal Year 2025 Nonqualified Deferred Compensation Plan

    | NAME | EXECUTIVE CONTRIBUTIONS IN LAST FISCAL YEAR ($) | AGGREGATE EARNINGS IN LAST FISCAL YEAR ($) | AGGREGATE WITHDRAWALS/ DISTRIBUTIONS ($) | AGGREGATE BALANCE AT LAST FISCAL YEAR END(1) ($) | | Laura L. Prieskorn | — | 112,406 | — | 2,427,993 | | Don W. Cummings | 483,400 | 140,531 | — | 1,307,886 | | Craig D. Smith | — | — | — | — | | Chris A. Raub | — | — | — | — | | Carrie L. Chelko | 374,669 | 130,951 | — | 1,183,909 | | Scott E. Romine | — | 13,270 | 59,765 | 228,928 |

  116. Fiscal Year 2025 Nonqualified Deferred Compensation Plan

    The following amounts included in the Aggregate Balance at Last Fiscal Year End column were reported as compensation in the Summary Compensation Table in prior years: Ms. Prieskorn — $76,146 and Mr. Romine — $12,287.

  117. Fiscal Year 2025 Nonqualified Deferred Compensation Plan

    | 68 | 2026 PROXY STATEMENT | |

  118. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The following table shows the estimated potential payments to each NEO as if the NEO’s employment had been terminated or a qualifying change in control had occurred as of December 31, 2025. These estimated benefits are provided under the terms of the Severance Plan and the incentive plans as described below. The actual amounts that would be paid to any NEO can only be determined at the time of an actual termination of employment or change in control and would vary from those listed below. The estimated amounts listed below are in addition to the amounts listed above in the Fiscal Year 2025 Nonqualified Deferred Compensation Plan table, as well as any retirement, welfare and other benefits that are available to our salaried associates generally.

  119. Potential Payments Upon Termination or Change in Control

    | | BASELINE CASH SEVERANCE(1) | PAYMENT OF ACCRUED BONUS | UNVESTED STOCK AWARDS | TOTAL | | NAME | ($) | ($)(2) | ($)(3) | ($) | | Laura L. Prieskorn | | | | | | Death | — | 2,895,700 | 35,422,159(4) | 38,317,859 | | Disability | — | 2,895,700 | 54,715,503(5) | 57,611,203 | | Involuntary Termination w/o Cause | 6,949,041 | 2,895,700 | 54,715,503(6) | 64,560,244 | | Resignation for Good Reason | 6,949,041 | 2,895,700 | 54,715,503(6) | 64,560,244 | | Qualifying Change in Control | — | — | 35,422,159(7) | 35,422,159 | | Qualifying Retirement | — | 2,895,700 | 54,715,503(6) | 57,611,203 | | Don W. Cummings | | | | | | Death | — | 1,432,100 | 6,845,063(4) | 8,277,163 | | Disability | — | 1,432,100 | 10,271,356(5) | 11,703,456 | | Involuntary Termination w/o Cause | 2,717,193 | 1,432,100 | 10,271,356(6) | 14,420,649 | | Resignation for Good Reason | 2,717,193 | 1,432,100 | 10,271,356(6) | 14,420,649 | | Qualifying Change in Control | — | — | 6,845,063(7) | 6,845,063 | | Qualifying Retirement | — | 1,432,100 | 9,759,969(6) | 11,192,069 | | Chris A. Raub | | | | | | Death | — | 1,293,597 | 6,058,841(4) | 7,352,438 | | Disability | — | 1,293,597 | 9,413,355(5) | 10,706,952 | | Involuntary Termination w/o Cause | 2,510,943 | 1,231,400 | 9,413,355(6) | 13,155,698 | | Resignation for Good Reason | 2,510,943 | 1,231,400 | 9,413,355(6) | 13,155,698 | | Qualifying Change in Control | — | 62,197 | 6,058,841(7) | 6,121,038 | | Qualifying Retirement | — | 1,293,597 | 9,413,355(6) | 10,706,952 | | Carrie L. Chelko | | | | | | Death | — | 1,114,200 | 6,795,818(4) | 7,910,018 | | Disability | — | 1,114,200 | 10,508,865(5) | 11,623,065 | | Involuntary Termination w/o Cause | 2,246,546 | 1,114,200 | 5,359,731(6) | 8,720,478 | | Resignation for Good Reason | 2,246,546 | 1,114,200 | 5,359,731(6) | 8,720,478 | | Qualifying Change in Control | — | — | 6,795,818(7) | 6,795,818 | | Qualifying Retirement | — | — | —(6) | — |

  120. Potential Payments Upon Termination or Change in Control

    (1) Represents the lump sum severance payment that the NEO would receive under the Severance Plan as a result of the indicated triggering event occurring on December 31, 2025, subject to the NEO executing and not revoking a release of claims in favor of the Company. A disability for purposes of the Severance Plan means a “disability” as approved by the Company’s long term disability insurance carrier; provided that in the case of any amount paid under the Severance Plan that is subject to Internal Revenue Code Section 409A, disability shall have the meaning set forth therein. Represents accrued cash payments that would be earned by each NEO under the Company’s Severance Plan as a result of the indicated triggering event occurring on December 31, 2025, which amounts are calculated based on actual

  121. Potential Payments Upon Termination or Change in Control

    | | 2026 PROXY STATEMENT | 69 |

  122. Potential Payments Upon Termination or Change in Control

    full year performance for the 2025 Jackson Annual Bonus Program. For Mr. Raub, except in the case of an involuntary termination without cause or resignation for good reason, also includes the value of the accelerated vesting of the outstanding awards granted in 2023 under the PIA Plan, assuming a triggering event on December 31, 2025. (3) The value of the lapse of the service vesting condition for unvested equity awards is calculated by multiplying the estimated number of PSUs and RSUs for which the service vesting is accelerated by the closing market price of the Company’s shares on December 31, 2025, which was $106.65. See the Termination Provisions section for a description of the treatment of each of our outstanding equity awards in each termination scenario and see the footnotes below for a description of how we determined the estimated number of vested performance-based awards included in this column in each termination scenario. (4) For the 2023, 2024, and 2025 PSUs, the values at death are based upon target performance levels. (5) For the 2024 and 2025 PSUs, the values for disability reflect achievement at the maximum performance level over the entire performance period (which assumption is based on performance through December 31, 2025). For the 2023 PSUs, values for disability are based on the actual value of the PSUs earned for the 2023-2025 performance period. (6) With the exception of Ms. Chelko, all NEOs meet the age and service requirements to be eligible for qualifying retirement (as defined in the applicable award agreement) for the awards granted under our LTI program. Therefore, in the event of an involuntary termination without cause or resignation for good reason (as defined in the applicable award agreement), the 2023, 2024, and 2025 LTI awards would be treated as if a qualifying retirement occurred, which permits the NEO to receive the full amount of the award over the full vesting period rather than pro-rata vesting upon a typical termination without cause. Ms. Chelko has not met the age and service requirements for a qualifying retirement and therefore no values are reported for the “Qualifying Retirement” row. Upon an involuntary termination without cause or resignation for good reason, LTI awards for Ms. Chelko would vest pro-rata based on the portion of the vesting period that elapsed prior to termination. Mr. Cummings’ retention award forfeits upon his qualifying retirement. For the 2023 PSUs, the table value in these rows represents the actual value of the PSUs earned for the 2023-2025 performance period. Values in these rows reflect achievement at maximum performance level for the 2024 PSUs and 2025 PSUs over the full performance period (which assumptions are based on performance through December 31, 2025), pro-rated in the case of Ms. Chelko. (7) While the Company does not have a change in control plan, the values reported are with respect to the accelerated vesting of outstanding unvested equity awards in the event of a qualifying change in control (as defined in the Jackson OIP) and assume that the awards are not assumed by the successor company in the change in control and that no substitute awards were granted. If the awards are assumed by the successor company and/or substitute awards are granted, no accelerated service vesting would occur without a qualifying termination. In connection with Mr. Romine’s departure from the Company on August 5, 2025, he received the following pursuant to the terms of the Company’s Severance Plan and the execution and non-revocation of a general release of claims in favor of the Company: 1) a cash severance payment of $2,474,061, 2) an annual bonus of $729,789, prorated for the portion of the performance period prior to his departure and calculated based on actual full year performance, and 3) continued vesting of his outstanding LTI awards, which had an aggregate target value of $7,290,814 based on the closing share price of $86.46 on his separation date, subject to continued compliance with certain restrictive covenants set forth in the award agreements. As Mr. Smith met the criteria for a qualifying retirement upon his departure from the Company on December 31, 2025, after the execution and non-revocation of a general release of claims in favor of the Company, he received 1) a full-year annual bonus of $2,333,166, calculated based on actual full year performance and 2) continued vesting of his outstanding LTI awards, which had an aggregate target value of $12,001,768 based on the closing share price of $106.65 on his separation date, subject to continued compliance with certain restrictive covenants set forth in the award agreements.

  123. Termination Provisions

    | CEO Pay Ratio |

  124. CEO Pay Ratio

    CEO Pay Ratio Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K require companies to disclose certain information about the annual total compensation of our “median employee” and the annual total compensation of our CEO, Ms. Laura L. Prieskorn.

  125. Calculation of the Pay Ratio

    Calculation of the Pay Ratio Once we identified our median employee, we combined all the elements of such associate’s compensation for 2025 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. With respect to the total annual compensation of our CEO, we used the amount reported in the “Total” column of our 2025 Summary Compensation Table presented in this proxy statement.

  126. Pay Ratio

    Pay Ratio For 2025, our last completed fiscal year: • The annual total compensation of our median employee was $98,054; and • The annual total compensation of our CEO, as reported in the Summary Compensation Table included in this proxy statement, was $11,478,687. Based on this information, for 2025 the pay ratio of the annual total compensation of our CEO to our median employee’s annual total compensation was 117 to 1. The above pay ratio and annual total compensation amount are reasonable estimates that have been calculated using methodologies and assumptions permitted by SEC rules. We note that the ratio and total compensation amount may not be directly comparable to those of other companies because the methodologies and assumptions used to identify the median employee and determine that associate’s total compensation, the composition and location of the workforce, and other factors that may vary significantly among companies.

  127. Alternative Pay Ratio Disclosure

    Alternative Pay Ratio Disclosure We employ a large number of temporary, on-call associates who generally work part-time hours on an as-needed basis. Again for 2025, our last completed fiscal year, we have chosen to provide an alternate disclosure that excludes this temporary, on call population of approximately 700 associates. • The annual total compensation of our median employee was $115,239; and • The annual total compensation of our CEO, as reported in the Summary Compensation Table included in this proxy statement, was $11,478,687. Based on this information, for 2025 the alternative pay ratio was 100 to 1.

  128. Alternative Pay Ratio Disclosure

    | | 2026 PROXY STATEMENT | 73 |

  129. Pay vs. Performance

    Pay vs. Performance Provided below is the Company’s “pay versus performance” disclosure as required by Item 402(v) of Regulation S-K for the years ending December 31, 2025, 2024, 2023, 2022 and 2021. The SEC-defined “Compensation Actually Paid” (“CAP”) data set forth in the table below, like total compensation disclosed in the Summary Compensation Table, does not reflect value actually realized by our executives or how our Compensation Committee evaluates compensation decisions in light of Company or individual performance. In particular, our Compensation Committee has not used CAP as a basis for making compensation decisions, nor did it use net income or the total shareholder return of a peer group for purposes of determining incentive compensation for 2021 or 2022. In addition, a significant portion of the CAP amounts shown relate to changes in values of unvested awards over the course of the reporting years. These unvested awards remain subject to significant risk from forfeiture conditions and possible future declines in value based on changes in our stock price. As described in detail in the Long-Term Incentive Awards Granted in 2025 section of our CD&A, our performance equity awards are subject to multi-year performance conditions tied to performance metrics and all of our equity awards are subject to time vesting conditions. The ultimate values actually realized by our NEOs from unvested equity awards, if any, will not be determined until the awards fully vest. Please refer to the CD&A for a discussion of our executive compensation program objectives and the ways in which we align executive compensation with performance.

  130. Pay vs. Performance

    | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | YEAR | SUMMARY COMPENSATION TABLE TOTAL FOR CEO (Current)(1)(2) ($) | SUMMARY COMPENSATION TABLE TOTAL FOR CEO (Former)(1)(2) ($) | COMPENSATION ACTUALLY PAID TO CEO (Current)(3) ($) | COMPENSATION ACTUALLY PAID TO CEO (Former)(3) ($) | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-CEO NEOs(1)(2) ($) | AVERAGE COMPENSATION ACTUALLY PAID TO NON-CEO NEOs(3) ($) | TOTAL SHAREHOLDER RETURN(4) ($) | PEER GROUP TOTAL SHAREHOLDER RETURN(4) ($) | NET INCOME ATTRIBUTABLE TO JFI COMMON SHAREHOLDERS (in millions)(5)) ($) | NET CASH FLOW TO JFI (in millions)(6) ($) | | 2025 | 11,478,687 | N/A | 22,404,998 | N/A | 4,542,087 | 7,043,599 | 506.17 | 176.34 | (17) | 1,000 | | 2024 | 12,188,324 | N/A | 33,007,822 | N/A | 4,425,707 | 9,904,637 | 398.78 | 162.63 | 902 | 896 | | 2023 | 10,975,322 | N/A | 17,295,316 | N/A | 4,310,911 | 6,304,782 | 226.00 | 127.55 | 899 | 652 | | 2022 | 9,094,713 | N/A | 5,599,466 | N/A | 4,999,825 | 3,069,991 | 143.75 | 113.34 | 6,186 | 682 | | 2021 | 14,454,175 | 23,748,559 | 20,073,657 | 16,838,202 | 6,816,506 | 7,994,202 | 162.50 | 109.16 | 3,417 | 174 |

  131. Pay vs. Performance

    (1) For each year shown, our CEO was Laura L. Prieskorn. In 2021, prior to our demerger from Prudential plc, Michael I. Falcon served as CEO until his separation on February 10, 2021, and Mr. Falcon is therefore included in the table as a former principal executive officer pursuant to SEC rules. In 2025, the additional NEOs were Don W. Cummings, Craig D. Smith, Chris A. Raub, Carrie L. Chelko, and Scott E. Romine. In 2024, the additional NEOs were Don W. Cummings, Craig D. Smith, Scott E. Romine, Carrie L. Chelko, and Marcia L. Wadsten. In 2023, the additional NEOs were Marcia L. Wadsten, Craig D. Smith, Scott E. Romine, and Carrie L. Chelko. In 2022, the additional NEOs were Marcia L. Wadsten, P. Chadwick Myers, Craig D. Smith, and Scott E. Romine. In 2021, the additional NEOs were Marcia L. Wadsten, P. Chadwick Myers, Craig D. Smith, Scott E. Romine, Mark B. Mandich, Andrew J. Bowden, and Axel P. André. Messrs. Bowden and André ceased employment with the Company on February 10, 2021, and Mr. Mandich ceased employment with the Company on May 1, 2021. Compensation and severance amounts in 2021 for Messrs. Falcon, André, Bowden, and Mandich were approved by the compensation committees of Prudential prior to the demerger. (2) The values reflected in this column reflect the “Total” compensation set forth in the Summary Compensation Table. See the footnotes to the Summary Compensation Table for further detail regarding the amounts in this column. This column is provided in accordance with Item 402(v) of Regulation S-K. CAP for our CEO, our former CEO and Average CAP for our other NEOs, including former NEOs. CAP is defined by the SEC and is computed in accordance with SEC rules by subtracting the amounts in the “Share Awards” column of the Summary Compensation Table for each year from the “Total” column of the Summary Compensation Table and then: (i) adding the fair value as of the end of the reported year of all awards granted during the reporting year that are outstanding and unvested as of the end of the reporting year; (ii) adding the amount equal to the change as of the end of the reporting year (from the end of the prior year) in fair value (whether positive or negative) of any awards granted in any prior year that are outstanding and unvested as of the end of the reporting year; (iii) adding, for awards that are granted and vest in the reporting year, the fair value as of the vesting date; (iv) adding the amount equal to the change as of the vesting date (from the end

  132. Pay vs. Performance

    | 74 | 2026 PROXY STATEMENT | |

  133. Pay vs. Performance

    of the prior fiscal year) in fair value (whether positive or negative) of any awards granted in any prior year for which all applicable vesting conditions were satisfied at the end of or during the reporting year; and (v) subtracting, for any awards granted in any prior year that are forfeited during the reporting year, the amount equal to the fair value at the end of the prior year. The following tables reflect the adjustments made to Summary Compensation Table total compensation to compute CAP:

  134. Pay vs. Performance

    | | 2025 | | | | CEO ($) | Average Other NEOs ($) | | SUMMARY COMPENSATION TABLE TOTAL COMPENSATION(A)(B) | 11,478,687 | 4,542,087 | | Minus Summary Compensation Table Stock Awards Value | 7,222,172 | 1,937,677 | | Plus Value of Unvested Equity Awards Granted in Applicable Year | 10,159,615 | 2,719,859 | | Plus Change in Value from Prior Year of Unvested Equity Awards | 8,871,771 | 1,873,405 | | Plus Value of Equity Awards Granted and Vested in Applicable Year | 133,538 | 29,566 | | Plus Change in Value from Prior Year of Equity Awards Vested in Current Year | -1,016,441 | -183,641 | | Minus Value of Equity Awards that were Forfeited in Applicable Year | — | — | | Compensation Actually Paid | 22,404,998 | 7,043,599 |

  135. Pay vs. Performance

    (A) Jackson does not maintain an associate pension program and therefore does not include a line for pension adjustments in the reconciliation. (B) The fair value of unvested time-based share awards, as well as the fair value of all share-based awards upon vesting, is based upon the closing sales price for a share of JFI common stock on the NYSE for the applicable date of measurement. The fair value of unvested performance share awards is based upon the probable outcome of the applicable performance conditions at the time of measurement. (4) Reflects the cumulative total shareholder return of the Company and the S&P Insurance Select Industry Index, which is an industry peer group reported in the performance graph included in the Company’s 2025 Annual Report on Form 10-K, for the periods ending on December 31, 2021, December 31, 2022, December 31, 2023, December 31, 2024, and December 31, 2025, assuming a $100 investment at the closing price on September 20, 2021 (the date that our Class A common stock commenced regular way trading on the NYSE), and the reinvestment of all dividends, where applicable. (5) We adopted Accounting Standards Update (“ASU”) 2018-12, “Targeted Improvements to the Accounting for Long-Duration Contracts” (“LDTI”), for our fiscal year beginning January 1, 2023, with a transition date of January 1, 2021. The adoption of the standard resulted in increases in net income attributable to Jackson Financial Inc. of $489 million and $234 million for the years ended December 31, 2022 and 2021, respectively, from the amounts reported prior to the adoption of LDTI. See Appendix A to this Proxy Statement for a reconciliation of Net Cash Flow to JFI to the most directly comparable financial measure or measures calculated and presented in accordance with U.S. GAAP. This financial performance measure may not be the most important financial measure each year and we may determine a different financial measure for future years.

  136. Pay vs. Performance

    | | 2026 PROXY STATEMENT | 75 |

  137. Pay vs. Performance

    The following graphs are provided to describe the relationship during 2021-2025 between the CAP to our CEO, our former CEO and the average CAP to our Non-CEO NEOs (each as set forth in the table above) to (i) the Company’s cumulative total shareholder return and the cumulative total shareholder return for the S&P Insurance Select Industry Index(1), (ii) our net income attributable to JFI common shareholders, and (iii) our Net Cash Flow to JFI (in each case as set forth in the table above). Please see the Compensation Discussion and Analysis section for more information regarding our compensation philosophy, which is designed to pay for performance. This is the same index as used last year, and the same index used in the Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which includes total shareholder returns.

  138. Pay vs. Performance

    | 76 | 2026 PROXY STATEMENT | |

  139. Pay vs. Performance

    In the Company’s assessment, the following represents the five most important financial performance measures used by the Company to link compensation actually paid to the Company’s named executive officers, for the most recently completed fiscal year, to Company performance. The measures are not ranked: • Net Cash Flow to JFI* • Pretax Adjusted Operating Earnings* • Controllable Costs* • Adjusted Operating ROE* • Relative Total Shareholder Return *Please see Appendix A for an explanation, or non-GAAP reconciliation, of this financial measure and adjustments thereto. The manner in which these financial performance measures, together with certain non-financial performance measures, determine the amounts of incentive compensation paid to our NEOs is described above in the Compensation Discussion and Analysis section.

  140. Pay vs. Performance

    | | 2026 PROXY STATEMENT | 77 |

  141. Our Directors and Executive Officers

    Our Directors and Executive Officers Several of the Company’s directors and executive officers serve or served as directors or executive officers of other organizations, including organizations with which Jackson has commercial or charitable relationships. The Company does not believe that any director or executive officer had a direct or indirect material interest in any such relationships during 2025 and through the date of this proxy statement.