Form 8-K

8-K — Jackson Financial Inc.

Accession: 0001104659-26-036151

Filed: 2026-03-27

Period: 2026-03-27

CIK: 0001822993

SIC: 6311 (LIFE INSURANCE)

Item: Other Events

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): March 27, 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 8.01. Other Events.

On March 27, 2026, Jackson Financial Inc. (the “Company”

or “JFI”) filed with the U.S. Securities and Exchange Commission (the “SEC”), a prospectus supplement (the “Prospectus

Supplement”) relating to the resale of up to 4,715,554 shares of JFI’s common stock, $0.01 par value per share (the “Shares”),

by the selling securityholder identified in the Prospectus Supplement, or any of its pledgees, donees, assignees and successors-in-interest,

or collectively, the permitted transferees. The Prospectus Supplement was filed to supplement and amend the base prospectus dated January

17, 2025, which together form a part of the Company’s existing automatic shelf registration statement on Form S-3ASR (File No. 333-284340),

filed by the Company with the SEC on January 17, 2025, and effective upon that filing.

The filing of the Prospectus Supplement is not itself a sale of securities

by the selling securityholder and does not necessarily mean that the selling securityholder will choose to sell any shares of common

stock. If any shares of common stock are sold by the selling securityholder, the Company will not receive any proceeds from that sale.

The Company is filing this current report to provide the legal opinion

as to the validity of the shares of common stock covered by the Prospectus Supplement, which is attached hereto as Exhibit 5.1 and is

incorporated herein by reference.

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 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.

We routinely

use our investor relations website, at investors.jackson.com, 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

5.1

Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.

23.1

Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1).

104

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

SIGNATURE

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 hereunto duly authorized.

JACKSON FINANCIAL INC.

Date: March 27, 2026

By:

/s/ Don W. Cummings

Name:

Don W. Cummings

Title:

Executive Vice President and Chief Financial Officer

EX-5.1 — EXHIBIT 5.1

EX-5.1

Filename: tm269868d1_ex5-1.htm · Sequence: 2

Exhibit 5.1

Skadden,

Arps, Slate, Meagher & Flom llp

One Manhattan

West

New York, NY 10001

TEL: (212) 735-3000

FAX: (212) 735-2000

www.skadden.com

March 27, 2026

Jackson Financial Inc.

1 Corporate Way

Lansing, Michigan 48951

517-381-5500

FIRM/AFFILIATE

OFFICES

-----------

BOSTON

CHICAGO

HOUSTON

LOS ANGELES

PALO ALTO

WASHINGTON, D.C.

WILMINGTON

-----------

ABU DHABI

BEIJING

BRUSSELS

FRANKFURT

HONG KONG

LONDON

MUNICH

PARIS

SÃO PAULO

SEOUL

SINGAPORE

TOKYO

TORONTO

Re:

Jackson Financial Inc.

Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as special United States counsel to

Jackson Financial Inc., a Delaware corporation (the “Company”), in connection with the resale by the selling securityholder

identified on Schedule 1 hereto (the “Selling Securityholder”) of up to 4,715,554 shares (the “Shares”)

of the Company's common stock, par value $0.01 per share (“Common Stock”), issued pursuant to the Investment Agreement,

dated January 5, 2026, (the “Investment Agreement”), by and among the Company, Jackson Brooke LLC, TPG Inc. and

TPG Operating Group II, L.P., as amended by that certain Joinder to the Investment Agreement, dated March 13, 2026, (the “Joinder”),

by TPG Jackson Holdings, L.P.

This opinion letter is being furnished in accordance

with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933 (the “Securities Act”).

In rendering the opinions stated herein, we have

examined and relied upon the following:

(a) the registration statement on Form S-3ASR File No. 333-284340 of the Company relating to common stock and other securities

of the Company filed on January 17, 2025 with the Securities and Exchange Commission (the “Commission”) under

the Securities Act, allowing for delayed offerings pursuant to Rule 415 of the General Rules and Regulations under the Securities

Act (the “Rules and Regulations”), including the information deemed to be a part of the registration statement

pursuant to Rule 430B of the Rules and Regulations (such registration statement being hereinafter referred to as the “Registration

Statement”);

(b) the prospectus, dated January 17, 2025 (the “Base Prospectus”), which forms a part of and is included in the

Registration Statement;

Jackson Financial Inc.

March 27, 2026

Page 2

to the offering of the Shares in the form filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations;

(d) an executed copy of the Investment Agreement;

(e) an executed copy of the Joinder;

(f) an executed copy of a certificate of Andrea Goodrich, Senior Vice President, Corporate Law and Corporate Secretary, dated the date

hereof (the “Secretary’s Certificate”);

(g) a copy of the Company’s Fourth Amended and Restated Certificate of Incorporation, certified by the Secretary of State of the

State of Delaware as of March 27, 2026, and certified pursuant to the Secretary’s Certificate as being in effect on the date

of the resolutions referred to below and as of the date hereof (the “Certificate of Incorporation”);

(h) a copy of the Company’s Amended and Restated Bylaws, and certified pursuant to the Secretary’s Certificate as being in

effect on the date of the resolutions referred to below and as of the date hereof (the “Bylaws”); and

(i) a copy of certain resolutions of the Board of Directors of the Company, adopted on January 2, 2026, certified pursuant to the

Secretary’s Certificate.

We have also examined originals or copies, certified

or otherwise identified to our satisfaction, of such records of the Company and the Selling Securityholder and such agreements, certificates

and receipts of public officials, certificates of officers or other representatives of the Company and the Selling Securityholder and

others, and such other documents as we have deemed necessary or appropriate as a basis for the opinions stated below.

In our examination, we have assumed the genuineness

of all signatures, including electronic signatures, the legal capacity and competency of all natural persons, the authenticity of all

documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic,

certified or photocopied copies, and the authenticity of the originals of such copies. With respect to our opinion set forth below, we

have assumed that (i) the Company received the consideration for the Shares set forth in the Investment Agreement and the Joinder

and the applicable board resolutions and (ii) the issuance of the Shares has been registered in the Company’s share registry.

Jackson Financial Inc.

March 27, 2026

Page 3

As to any facts relevant to the opinions stated herein

that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives

of the Company and the Selling Securityholder and others and of public officials, including the facts and conclusions set forth in the

Secretary’s Certificate and the Certificate of Incorporation and the factual representations and warranties set forth in the Investment

Agreement.

We do not express any opinion with respect to the

laws of any jurisdiction other than the General Corporation Law of the State of Delaware (the “DGCL”).

As used herein, “Organizational Documents”

means the Certificate of Incorporation and the Bylaws.

Based

upon the foregoing and subject to the qualifications and assumptions stated herein, we are of the opinion that the Shares have

been duly authorized by all requisite corporate action on the part of the Company under the DGCL and have been validly issued and are

fully paid and nonassessable.

In addition, in rendering the foregoing opinion we

have assumed that:

(a) the

Company’s issuance of the Shares did not (i) except to the extent expressly stated in the opinions contained herein, violate

any statute to which the Company or such issuance is subject, or (ii) constitute a violation of, or a breach under, or require the

consent or approval of any other person under, any agreement or instrument binding on the Company (except that we do not make this assumption

with respect to the Organizational Documents or those agreements or instruments expressed to be governed by the laws of the State of New

York which are listed in Part II of the Registration Statement or the Company’s Annual Report on Form 10-K for the year

ended December 31, 2025, although we have assumed compliance with any covenant, restriction or provision with respect to financial

ratios or tests or any aspect of the financial condition or results of operations of the Company contained in such agreements or instruments);

and

(b) the

Company’s authorized capital stock was at the time of issuance of the Shares as set forth in the Certificate of Incorporation and

is as set forth in the Certificate of Incorporation and we have relied solely on the certified copy thereof issued by the Secretary of

State of the State of Delaware and have not made any other inquiries or investigations.

This opinion letter shall be interpreted in accordance

with customary practice of United States lawyers who regularly give opinions in transactions of this type.

We hereby consent to the reference to our firm under

the heading “Legal Matters” in the Prospectus. We also hereby consent to the filing of this opinion letter with the Commission

as an exhibit to the Company’s Current Report on Form 8-K being filed on the date hereof and incorporated by reference into

the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is

required under Section 7 of the Securities Act or the Rules and Regulations. This opinion letter is expressed as of the date

hereof unless otherwise expressly stated, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated

or assumed herein or of any subsequent changes in applicable laws.

Very truly yours,

/s/ Skadden, Arps, Slate, Meagher & Flom LLP

Schedule I

Selling Securityholder

Maximum Number

of Securities to be Offered

TPG Jackson Holdings, L.P.

4,715,554 shares of Common Stock

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