Form 8-K

8-K — Jackson Financial Inc.

Accession: 0001104659-26-115848

Filed: 2026-10-14

Period: 2026-10-12

CIK: 0001822993

SIC: 6311 (LIFE INSURANCE)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

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UNITED STATES

SECURITIES AND

EXCHANGE COMMISSION

Washington, D.C.

20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934

Date of Report (Date of earliest event reported): October 12, 2026

Jackson

Financial Inc.

(Exact name of registrant as specified in its

charter)

Delaware

001-40274

98-0486152

(State or other jurisdiction of incorporation or

organization)

(Commission

File

Number)

(I.R.S.

Employer Identification No.)

1 Corporate Way,

Lansing,

Michigan

48951

(Address of principal executive

offices)

(Zip Code)

(517) 381-5500

(Registrant’s telephone number, including

area code)

N/A

(Former name or former address, if changed

since last report)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities

Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange

Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under

the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under

the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section

12(b) of the Act:

Title of Each Class

Trading

Symbol(s)

Name of Exchange on Which Registered

Common Stock, Par Value $0.01 Per Share

JXN

New

York Stock Exchange

Depositary Shares, each representing a 1/1,000th interest in a share of Fixed-Rate Reset Noncumulative Perpetual Preferred Stock, Series A

JXN PRA

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.02. Departure of Directors or Certain Officers; Election

of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

October 12, 2026, the Board of Directors (the “Board”) of Jackson Financial Inc. (“JFI” or the “Company”)

elected Donald C. Templin as a new director of the Company for a term to end at the Company’s 2027 Annual Meeting of Shareholders.

Mr. Templin was elected to fill the vacancy relating to Gregory Durant’s resignation earlier this year. At the same time, Mr. Templin

was also appointed to serve as a member of the Board’s Audit Committee and Compensation Committee. He joins Mr. Russell Noles in

qualifying as an audit committee financial expert under the applicable SEC rules. The Board determined that Mr. Templin also qualifies

as an independent director under the New York Stock Exchange listing standards and the heightened independence standards applicable to

audit and compensation committee members.

Mr. Templin is the former Executive Vice President and Chief Financial

Officer of Voya Financial, Inc. Prior to Voya, at Marathon Petroleum Corporation he held senior leadership roles, including Executive

Vice President and Chief Financial Officer. His earlier career includes a long tenure as a certified public accountant at PricewaterhouseCoopers

LLP, culminating in his role as Managing Partner of the Audit Practice in Georgia, Alabama and Tennessee. In the past 13 years, Mr. Templin

has served as an independent director on three public company boards, of which he was an audit committee member for two of those boards.

Mr. Templin holds a B.A. in Accounting from Grove City College.

Mr. Templin, as a non-employee director, will receive director compensation

in accordance with the Company’s non-employee annual director compensation program. The director compensation program consists of

an annual cash retainer of $125,000, an annual equity grant with a value of $185,000, and additional cash compensation for service, if

applicable, as chair of a committee. Mr. Templin’s compensation will be prorated for any partial year of service. There are no arrangements

or understandings between Mr. Templin and any other person pursuant to which he was elected as a director.

The Company and Mr. Templin will enter into an indemnification agreement,

to be dated and effective October 12, 2026, which will provide him with contractual rights to indemnification and expenses. There are

no related person transactions reportable under Item 5.02 of Form 8-K and Item 404(a) of Regulation S-K.

Item 7.01. Regulation FD Disclosure.

A copy of the Company's press release announcing Mr. Templin’s

election as a director is attached hereto as Exhibit 99.1.

The information in Exhibit 99.1 shall not be deemed “filed”

for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section,

nor shall it be deemed incorporated by reference in any filing under the Securities Act, except as shall be expressly set forth in such

a filing.

************

SAFE HARBOR

The information in this report contains forward-looking statements

about future events and circumstances and their effects upon revenues, expenses and business opportunities. Generally speaking, any statement

in this report not based upon historical fact is a forward-looking statement. Forward-looking statements can also be identified by the

use of forward-looking or conditional words, such as “could,” “should,” “can,” “continue,”

“estimate,” “forecast,” “intend,” “look,” “may,” “expect,” “believe,”

“anticipate,” “plan,” “predict,” “remain,” “future,” “confident”

and “commit” or similar expressions. In particular, statements regarding plans, strategies, prospects, targets and expectations

regarding the business and industry are forward-looking statements. They reflect expectations, are not guarantees of performance and speak

only as of the dates the statements are made. We caution investors that these forward-looking statements are subject to known and unknown

risks and uncertainties that may cause actual results to differ materially from those projected, expressed or implied. Other factors that

could cause actual results to differ materially from those in the forward-looking statements include those reflected in Part I, Item 1A.

Risk Factors and

Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual

Report on Form 10-K for the year ended December 31, 2025, as filed with the U.S. Securities and Exchange Commission (the “SEC”)

on February 24, 2026, and elsewhere in the Company’s reports filed with the SEC. Except as required by law, Jackson Financial Inc.

does not undertake to update such forward-looking statements. You should not rely unduly on forward-looking statements.

WEBSITE INFORMATION

Visit investors.jackson.com to view information regarding Jackson Financial

Inc. We routinely use our investor relations website as a primary channel for disclosing key information to our investors. We may use

our website as a means of disclosing material, non-public information and for complying with our disclosure obligations. Accordingly,

investors should monitor our investor relations website, in addition to following our press releases, filings with the SEC, public conference

calls, presentations, and webcasts. We and certain of our senior executives may also use social media channels to communicate with our

investors and the public about our Company and other matters, and those communications could be deemed to be material information. The

information contained on, or that may be accessed through, our website, our social media channels, or our executives’ social media

channels is not incorporated by reference into and is not part of this report.

Item 9.01. Financial Statements

and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1

Press Release announcing Mr. Templin’s election, dated October 14, 2026.

104

Cover Page Interactive Data File (the coverage page XBRL tags are embedded within the Inline XBRL Document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,

as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

JACKSON FINANCIAL INC.

By:

/s/ Carrie

L. Chelko

Carrie L. Chelko

Executive Vice President and General Counsel

Date: October 14, 2026

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2627496d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

FOR IMMEDIATE RELEASE

Don Templin Elected to Jackson’s Board

of Directors

LANSING,

Mich. ¾ October 14, 2026 ¾

Jackson Financial Inc.1

(NYSE: JXN) (Jackson®) announced today that its Board of Directors has elected Donald C. (“Don”) Templin as

a new independent director. He was also appointed as a member of the Board’s Audit and Compensation committees.

“I am pleased to welcome Don to Jackson’s Board of Directors,”

said Steve Kandarian, independent chair of the Jackson board. “His experience as a financial leader in the insurance and energy

industries, combined with his extensive audit expertise, gives him a deep understanding of complex, highly regulated businesses and long-term

capital allocation. We are confident Don will bring a valuable perspective to our Board.”

“I am honored to join Jackson’s Board of Directors at such

an exciting time for the company,” Templin said. “Jackson has established a strong position in the retirement industry through

its financial discipline, commitment to its policyholders and focus on long-term value creation. I look forward to working with my fellow

directors to provide thoughtful oversight and support the company’s continued success.”

Templin is the former Executive Vice President and Chief Financial Officer

of Voya Financial. Prior to Voya, he held senior leadership roles at Marathon Petroleum Corporation, including Executive Vice President

and Chief Financial Officer. His earlier career also included a 26-year tenure as a certified public accountant at PricewaterhouseCoopers

LLC, culminating in his role as Managing Partner of the Audit Practice in Georgia, Alabama and Tennessee. In the past 13 years, he also

has served as an independent director on three public company boards, of which he was an audit committee member for two of those boards.

Templin holds a Bachelor of Arts in Accounting from Grove City College.

# # # #

ABOUT JACKSON

Jackson®

(NYSE: JXN) is committed to helping clarify the complexity of retirement planning—for financial professionals and their clients.

Through our range of annuity products, financial know-how, history of award-winning service* and streamlined experiences, we strive to

reduce the confusion that complicates retirement planning. We take a balanced, long-term approach to responsibly serving all our stakeholders,

including customers, shareholders, distribution partners, employees, regulators and community partners. We believe by providing clarity

for all today, we can help drive better outcomes for tomorrow. For more information, visit www.jackson.com.

*SQM (Service Quality Measurement Group) Call Center Awards Program

for 2004 and 2006-2025. (Criteria used for Call Center World Class FCR Certification is 80% or higher of customers getting their contact

resolved on the first call to the call center (FCR) for three consecutive months or more.)

Jackson® is the marketing name for Jackson

Financial Inc., Jackson National Life Insurance Company® (Home Office: Lansing,

1 Jackson Financial

Inc. is a U.S. holding company and the direct parent of Jackson Holdings LLC (JHLLC). The wholly-owned direct and indirect subsidiaries

of JHLLC include Jackson National Life Insurance Company, Brooke Life Insurance Company, PPM America, Inc. and Jackson National Asset

Management, LLC.

Michigan) and Jackson National Life Insurance

Company of New York® (Home Office: Purchase, New York).

SAFE HARBOR STATEMENT

The information in this press release contains forward-looking statements

about future events and circumstances and their effects upon revenues, expenses and business opportunities. Generally speaking, any statement

in this release not based upon historical fact is a forward-looking statement. Forward-looking statements can also be identified by the

use of forward-looking or conditional words, such as “could,” “should,” “can,” “continue,”

“estimate,” “forecast,” “intend,” “look,” “may,” “will,” “expect,”

“believe,” “anticipate,” “plan,” “predict,” “remain,” “future,”

“confident” and “commit” or similar expressions. In particular, statements regarding plans, strategies, prospects,

targets and expectations regarding the business and industry are forward-looking statements. They reflect expectations, are not guarantees

of performance and speak only as of the dates the statements are made. We caution investors that these forward-looking statements are

subject to known and unknown risks and uncertainties that may cause actual results to differ materially from those projected, expressed,

or implied. Factors that could cause actual results to differ materially from those in the forward-looking statements include those reflected

in Part I, Item 1A. Risk Factors and Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

in our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the U.S. Securities and Exchange Commission (the

“SEC”) on February 26, 2025, and elsewhere in the Company’s reports filed with the SEC. Except as required by law, Jackson

Financial Inc. does not undertake to update such forward-looking statements. You should not rely unduly on forward-looking statements.

WEBSITE INFORMATION

Visit investors.jackson.com to view information regarding Jackson Financial

Inc. We routinely use our investor relations website as a primary channel for disclosing key information to our investors. We may use

our website as a means of disclosing material, non-public information and for complying with our disclosure obligations. Accordingly,

investors should monitor our investor relations website, in addition to following our press releases, filings with the SEC, public conference

calls, presentations, and webcasts. We and certain of our senior executives may also use social media channels to communicate with our

investors and the public about our Company and other matters, and those communications could be deemed to be material information. The

information contained on, or that may be accessed through, our website, our social media channels, or our executives’ social media

channels is not incorporated by reference into and is not part of this release.

# # #

Media Contact:

Amanda Chaney

mediarelations@jackson.com

Investor Relations Contact:

Andrew Campbell

investorrelations@jackson.com

PR3877 10/26

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