Form 8-K

8-K — Jackson Financial Inc.

Accession: 0001104659-26-085839

Filed: 2026-07-22

Period: 2026-07-16

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

Documents

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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): July 16, 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.

On July 16, 2026, Jackson Financial

Inc.’s (the “Company”) Board of Directors approved the following actions, each effective October 1, 2026:

· the

appointment of Don W. Cummings to serve as Chief Executive Officer and President and a director

of the Company; and

· the

appointment of Brian M. Walta to serve as Executive Vice President and Chief Financial Officer

of the Company.

Mr. Cummings is currently Executive

Vice President and Chief Financial Officer of the Company, a position he has held since June 2024. Previously, he served as the

Company’s Senior Vice President, Controller and Chief Accounting Officer beginning December 2020. Previously, Mr. Cummings

served as interim Chief Financial Officer at Fortitude Reinsurance Company Ltd. and Global Corporate Controller at American International

Group, Inc. Mr. Cummings is age 63.

Mr. Walta is currently Senior Vice

President, Planning and Asset Liability Management of the Company’s principal operating subsidiary, Jackson National Life Insurance

Company (“JNLIC”), a position he has held since 2024. He has experience in hedging, asset liability management, capital modeling,

and business plan forecasting. Previously, he served as Vice President, Asset Liability Management beginning in 2016. He has held various

positions with JNLIC with increasing responsibilities for asset liability management over a twenty-year period. He holds a Chartered

Financial Analyst certification from the CFA Institute, is a Fellow of the Society of Actuaries, and a member of the American Academy

of Actuaries. Mr. Walta is age 50.

Laura L. Prieskorn, who is currently

Chief Executive Officer and President and a director of the Company, announced her intention to retire from those positions and as a

director effective as of the end of the day on September 30, 2026. Thereafter, Ms. Prieskorn is expected to continue as an

advisor to the Company until December 31, 2026, to facilitate the transition in senior management.

As Chief Executive Officer and President,

Mr. Cummings will receive a compensation package including $1,050,000 base salary, a target bonus opportunity of 200% of base salary,

and a target annual long-term incentive award of $7,850,000. As Executive Vice President and Chief Financial Officer, Mr. Walta

will receive a compensation package including $600,000 base salary, a target bonus opportunity of 150% of base salary, and a target annual

long-term incentive award of $1,900,000. In both cases, the target bonus and long-term incentive awards for 2026 will be prorated based

upon the individual’s existing pre-promotion opportunity and the noted post-promotion opportunity. Both Mr. Cummings and Mr. Walta

also will receive other compensation pursuant to certain plans provided by the Company, including health and welfare, retirement, and

benefits typically available to our executives. Ms. Prieskorn is expected to continue to receive her current base salary in respect

of her advisory services. Her target bonus opportunity for 2026 will be pro rated through September 30, 2026.

Item 7.01. Regulation FD Disclosure.

On July 22, 2026, the Company issued

a press release announcing the changes in executive leadership. A copy of that press release is furnished as Exhibit 99.1 to this

Report.

The information in this Item (including

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, dated July 22, 2026, announcing changes in executive leadership.

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:

July 22, 2026

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2621047d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

FOR IMMEDIATE

RELEASE

Jackson

Announces CEO Retirement and Executive Leadership

Succession

Plan

Don

Cummings to succeed Laura Prieskorn as President and CEO; Brian Walta to become EVP and CFO

LANSING,

Mich. — July 22, 2026 — Jackson Financial Inc.1 (NYSE: JXN) (Jackson®) today announced Laura

Prieskorn, President and Chief Executive Officer, has shared her plans to retire at the end of 2026. Don Cummings, Executive Vice President

and Chief Financial Officer, will succeed Prieskorn as President and CEO and as a member of the JFI Board of Directors, effective October 1,

2026. Brian Walta will succeed Cummings as Executive Vice President and Chief Financial Officer, also effective October 1, 2026.

Prieskorn will serve as an advisor through December 31, 2026, to ensure a smooth leadership transition.

“Serving

as CEO has been an incredible honor and the highlight of my nearly 40 years with Jackson. I am deeply grateful to have worked alongside

so many talented colleagues and am proud of what we have accomplished together,” said Prieskorn. “Having partnered closely

with Don and Brian for many years, I have every confidence in them leading Jackson through its next chapter.”

“On

behalf of the Board of Directors, we sincerely thank Laura for her exceptional leadership and her unwavering commitment to Jackson, its

associates, shareholders and all other stakeholders,” said Steven A. Kandarian, Chairman of Jackson’s Board of Directors.

“She stepped into the CEO role during a pivotal and transitional time at Jackson, masterfully leading the company through its demerger

and overseeing significant growth during her tenure.

“Both

Don and Brian bring decades of leadership and industry experience to their next roles at Jackson. They are well-respected, commercially

minded leaders with a strong commitment to innovation and execution. We have the utmost confidence in Don’s and Brian’s ability

to sustain the company’s strong culture and to further execute on Jackson’s growth strategy.”

Cummings

has more than 30 years of industry experience. He joined Jackson in 2020 as Chief Accounting Officer and Controller and was promoted

to CFO in 2024. Prior to Jackson, Don served as the interim CFO at Fortitude Reinsurance Company and previously was the Global Corporate

Controller at American International Group, Inc. “I am incredibly honored by the Board’s trust and confidence in me.

I am excited for this next opportunity and look forward to serving with dedication,” said Cummings. “Jackson has a clear

growth strategy and an exceptional team of associates who are dedicated to serving our customers, shareholders and the communities where

we live and work. I look forward to building on our momentum and positioning Jackson for continued, long-term success.”

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.

Walta joined

Jackson in 1997 and has served in a variety of leadership roles. He has been responsible for leading critical financial and business

functions, including hedging, asset liability management, capital modeling and business plan forecasting. He holds a Chartered Financial

Analyst certification, is a Fellow of the Society of Actuaries, and is a member of the American Academy of Actuaries. “I am humbled

and excited to step into the CFO role and build on Jackson’s solid financial foundation. I look forward to maintaining strong financial

stewardship, supporting the company’s strategic growth priorities and delivering sustainable value for shareholders.”

# # #

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, Michigan) and Jackson

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

SAFE

HARBOR

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,” “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 release.

# #

Jackson

Media Contact:

Amanda Chaney

mediarelations@jackson.com

Investor

Relations Contact:

Andrew Campbell

andrew.campbell@jackson.com

PR3819 07/26

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