Jackson Financial Inc. (JXN) Business
This page reproduces the company's own Item 1 Business text from the linked SEC filing. It is filer text, not grepcent analysis, scoring, or investment advice.
Informational only - not investment advice. See Disclaimer.
Item 1. Business
Overview
Jackson Financial Inc. (“Jackson Financial” or “JFI”) is a financial services company focused on helping Americans in the United States (“U.S.”) secure their financial futures. We believe we are well-positioned in our markets because of our differentiated products and our well-known brand among distributors and advisors. Our market position is supported by our efficient and scalable operating platform and industry-leading distribution network. We are confident these core strengths will enable us to grow as an aging U.S. population transitions into retirement. We refer to Jackson Financial and its subsidiaries and affiliates collectively, as the “Company,” “we,” “our,” or “us.”
We offer a diverse suite of annuities to retail investors in the U.S. Our variable annuities have been among the best-selling products of their kind in the U.S. principally due to the differentiated features we offer as compared to our competitors and, in particular the wider range of investment options and greater freedom to invest across multiple investment options. We also offer registered index-linked, fixed index, fixed, and payout annuities.
We sell our annuity products through an industry-leading distribution network that includes independent broker-dealers, wirehouses, regional broker-dealers, banks, independent registered investment advisors, third-party platforms, and insurance agents. We were the seventh largest retail annuity company in the U.S. for the nine months ended September 30, 2025, and the eighth largest for the year ended December 31, 2024, as measured by sales, according to the latest available report from Life Insurance Marketing and Research Association ("LIMRA"), a worldwide insurance and related financial services trade association. Our total retail annuity sales for the years ended December 31, 2025 and 2024 were $19.7 billion and $17.8 billion, respectively.
Our operating platform is scalable and efficient. We administer approximately 82% of our in-force policies on our in-house policy administration platform. The remainder of our business is administered through established third-party arrangements. We believe our operating platform provides us with a competitive advantage by allowing us to grow efficiently and provide superior customer service while maintaining a combined statutory operating expense-to-asset ratio of 27 basis points at our principal insurance company subsidiaries for the year ended December 31, 2025, which we believe is among the lowest in the life and annuity industry.
Product design and pricing are key aspects of our risk management approach, as is our hedging program. We intend to continue using our diverse product offerings, distribution capabilities, and operating platform to pursue growth opportunities.
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Part I | Item 1. Business | Overview
These core strengths enable us to produce an attractive financial profile, reflected by our record of generating profitable growth and earning attractive returns. In addition, we have shown a commitment to long-term capital return to common shareholders through our share repurchase program and dividends. The table below presents selected financial and operating measures:
| Years Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|
| 2025 | 2024 | ||||||
| (in millions, except percentages) | |||||||
| Operating Metrics: | |||||||
| Total Sales | $ | 23,211 | $ | 19,849 | |||
| Assets Under Management ("AUM") | 351,059 | 324,718 | |||||
| Income Metrics: | |||||||
| Net income (loss) attributable to Jackson Financial Inc. common shareholders | (17) | 902 | |||||
| Adjusted Operating Earnings (1) | 1,614 | 1,443 | |||||
| Return on Equity ("ROE") Attributable to Common Shareholders | (0.2) | % | 9.4 | % | |||
| Adjusted Operating ROE Attributable to Common Shareholders on average adjusted book value (1) | 14.7 | % | 12.9 | % | |||
| Capital Metrics: | |||||||
| Amount of common shares repurchased under share repurchase program | 634 | 415 | |||||
| Dividends on common shares | 228 | 216 | |||||
| Jackson Financial, Inc. Net cash provided by operating activities (Parent Company Only) | 12 | 51 | |||||
| Free cash flow (1) | 838 | 767 | |||||
| Jackson statutory risk-based capital ratio(2) | 567 | % | 572 | % | |||
| (1) Non-GAAP financial measure. See Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations — Non-GAAP Financial Measures for information regarding our non-GAAP financial measures and reconciliations to the most comparable U.S. GAAP measures. | |||||||
| (2) Based on a Company Action Level basis. |
Jackson Financial, a Delaware corporation, became an independent public company on September 13, 2021.
Our principal operating subsidiary, Jackson National Life Insurance Company ("Jackson National Life" or "Jackson"), was founded in Jackson, Michigan in 1961. We are headquartered in Lansing, Michigan and also maintain offices in Franklin, Tennessee and Chicago, Illinois. Our insurance company subsidiaries are licensed to distribute insurance products in all 50 U.S. states and the District of Columbia.
How We Generate Revenues and Profitability
We earn revenues predominantly from fee income, income from investments, and insurance premiums. Our profitability is dependent on our ability to properly price and manage risk on insurance and annuity products, to manage our portfolio of investments effectively, and to control costs through expense discipline. See Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations — Executive Summary for more information on the sources of our revenues and expenses, and the impact of our hedging program upon our reported net income.
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Part I | Item 1. Business | Our Product Offerings by Segment
Our Product Offerings by Segment
We manage our business through three reportable segments:
| Retail Annuities | Institutional Products | Closed Life and Annuity Blocks |
|---|---|---|
| •Variable annuities•Registered index-linked annuities•Fixed and fixed index annuities•Payout annuities•Our lifetime income solutions offering in the defined contributions market•Results of our subsidiary, Jackson National Asset Management LLC ("JNAM"), which manages the separate account assets associated with our variable annuities | •Traditional guaranteed investment contracts•Funding agreements issued in conjunction with our participation in the U.S. Federal Home Loan Bank ("FHLB") mortgage-collateralization loan advance program.•Funding agreements backed by medium-term notes•Funding agreements backed by commercial paper | •Primarily blocks of business that have been acquired since 2004, including:◦Various protection products, primarily whole life, universal life, variable universal life, and term life insurance products◦Fixed, fixed index, and payout annuities |
We report certain activities and items that are not included in these reportable segments in Corporate and Other, including the results of our subsidiary, PPM Holdings, Inc. ("PPMH"), and its subsidiary PPM America Inc. ("PPM").
Retail Annuities
We are one of the leading annuity providers in the U.S. retirement market. Our annuities are designed to offer customers investment opportunities to:
•grow their savings on a tax-deferred basis consistent with their objectives, ranging from annuities that offer full market participation to annuities that offer guaranteed fixed returns, including full or partial protection of principal;
•protect their assets using a variety of standard and optional guaranteed benefits and guaranteed minimum crediting rates; and
•provide a source of income in the form of minimum payments for life and minimum payments to beneficiaries upon death.
See “Key Operating Measures” under Part II, Item 7, Management’s Discussion and Analysis of Results of Operations and Financial Condition for information regarding sales and account values of our annuity products.
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Part I | Item 1. Business | Our Product Offerings by Segment
Variable Annuities
Our variable annuities offer our customers full participation in market returns through a broad selection of funds in a variety of investments, including equities and fixed income. Absent optional benefits, the value of a variable annuity is determined by the performance of the customer-selected investment in a range of asset classes. Optional benefits, on which we assume risk, offer customers guaranteed minimum protection based on their eligible contributions, adjusted for withdrawals, and are designed to protect against market volatility and investment performance risk. The principal features of our variable annuity optional guaranteed benefits are:
| Features of our Optional Guaranteed Benefits | Referred To As | Acronym |
|---|---|---|
| Guaranteed minimum payments for the customer’s lifetime based on a fixed annual percentage of the benefit base | Guaranteed Minimum Withdrawal Benefits for Life | GMWB for Life |
| Guaranteed minimum payments based on a fixed annual percentage of the benefit base, for at least the amount of the customer’s total eligible contributions | Guaranteed Minimum Withdrawal Benefits | GMWB |
| Death benefits that guarantee the annuity beneficiary will receive the higher of the current account value or the benefit base, which can be increased through roll-up and step-up features | Enhanced Guaranteed Minimum Death Benefits | Enhanced GMDB |
| Guaranteed minimum account value after a set period of time. | Guaranteed Minimum Accumulation Benefits | GMAB (1) |
(1) At December 31, 2025, GMAB represented a de minimis portion of account value.
As of December 31, 2025 and 2024, the percentage of our total variable annuity account value represented by those optional guaranteed benefits was as follows:
| 2025 | 2024 | ||||
|---|---|---|---|---|---|
| GMWB for Life | 72 | % | 73 | % | |
| GMWB | 3 | % | 3 | % | |
| Enhanced GMDB | 10 | % | 11 | % |
We reinsure the risks associated with our optional benefits through Brooke Life Reinsurance Company (“Brooke Re”), a Michigan captive insurance company and our wholly-owned subsidiary. See Part II, Item 7 – Management’s Discussion and Analysis of Financial Position and Results of Operations -Executive Summary for more information.
The investment freedom and optional guaranteed benefits valued by our customers and distribution partners have remained generally consistent over our history. As a result, we have strong brand recognition with distributors and advisors, as demonstrated by the +46 Net Promoter Score (“NPS”) for our annuities, compared to an industry average NPS of +37, based on advisor surveys conducted by Market Metrics in 2025.
JNAM is a wholly-owned registered investment advisor that provides investment advisory, fund accounting and administration services to the funds offered within our variable annuities. JNAM selects, monitors and actively manages the investment advisors that manage the funds we offer within our variable annuities. JNAM also directly manages asset allocation for funds of funds offered within our variable annuities. As of December 31, 2025, JNAM managed $257.3 billion of assets.
Jackson National Life is part of the AllianceBernstein L.P. platform of insurers that provide guaranteed income in its Lifetime Income Strategy retirement solution for defined contribution plans. Lifetime Income Strategy is offered to serve as a qualified default investment alternative. Similar to the GMWB options offered on our variable annuities, Lifetime Income Strategy is designed with a flexible guaranteed income option to offer plan participants control of their account, full access to their money, and guaranteed income in retirement. For the years ended December 31, 2025 and 2024, we had defined contribution products sales of $212 million and $189 million through the platform, respectively.
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Part I | Item 1. Business | Our Product Offerings by Segment
RILA
The RILA market has been the fastest growing category in the annuity market over the last five years, growing at a compound annual growth rate of 27% from 2021 through 2025. In 2021, we successfully launched our commission and advisory-based suite of RILAs, which we continue to enhance to meet customer needs. Our RILA suite offers our customers access to market returns through market index-linked investment options, subject to a cap, and offers a variety of guarantees designed to modify or limit losses. Specifically, our RILA suite offers a number of options for a customizable product, including several combinations of crediting strategies, index options, term lengths, and levels of downside protection in the form of "floors" or "buffers." Downside protection beyond a specified percentage loss is provided through a “floor,” which establishes the maximum percentage loss in the selected market index-linked investment option that a customer will experience in a down market. Any loss in excess of the floor is insured and borne by us. Partial downside protection is provided through a “buffer,” which establishes an initial range of loss in the market index-linked investment option selected (e.g., the first 20% of loss) that we will insure and bear. Any loss that exceeds the buffer will result in a loss of account value and be experienced by the customer. Our RILA generally includes a guaranteed minimum payment to beneficiaries upon death as well as an optional guaranteed minimum payments for life benefit. We believe the RILA market presents us with a compelling growth opportunity in our traditional channels with the potential to earn attractive risk-adjusted returns.
Fixed Annuities
Our fixed annuities offer a guaranteed minimum crediting rate that is typically higher than the interest rates offered by bank savings accounts or money market funds. In addition to our traditional fixed annuities, we currently market multi-year guaranteed annuities with three different guaranteed crediting rate periods. Our fixed annuities do not offer guaranteed minimum payments for life benefits but can be annuitized or converted into a series of income payments that offer such benefits, such as payout annuities.
Fixed Index Annuities
Our fixed index annuities offer a guaranteed minimum crediting rate that may be lower than a traditional fixed annuity and allow the customer discretion in the allocation of assets to either fixed accounts (which offer a fixed interest rate that is similar to our fixed annuities regardless of market performance) or to indexed funds with the potential for additional growth based on the performance of a reference market index (generally, the S&P 500 or MSCI Europe, Australasia, and Far East index), subject to a cap. Our fixed index annuities also offer both embedded and optional guaranteed minimum payments for the customer's lifetime.
We reinsure certain of our fixed and fixed index annuities through Hickory Brooke Reinsurance Company (“Hickory Re”), a Michigan captive insurance company and our wholly-owned subsidiary. See Part II, Item 7 – Management’s Discussion and Analysis of Financial Position and Results of Operations -Executive Summary for more information.
Institutional Products
Our institutional products provide us with an additional source of investment spread-based income, and generally guarantee our customers the payment of principal and interest at a fixed or floating rate over a set term. This investment spread-based income is the difference between the rate of return we earn on the deposit and the interest payable to the customers that purchase these products. We typically issue institutional products on an opportunistic basis depending on both the risk-adjusted return on investment opportunities available and the prevailing cost of funding required by customers that purchase our institutional products. For the year ended December 31, 2025, we had institutional product sales of $3.5 billion. As of December 31, 2025, we had institutional product account value of $11.0 billion.
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Part I | Item 1. Business | Our Product Offerings by Segment
Closed Life and Annuity Blocks
We historically offered traditional and interest-sensitive life insurance products but discontinued new sales of life insurance products in 2012, as we believe opportunistically acquiring mature blocks of life insurance policies is a more efficient means of diversifying our in-force business than selling new life insurance products. As of December 31, 2025, we had more than 1.3 million policies in-force. At December 31, 2025, our Closed Life and Annuity Blocks segment had $20.1 billion of total reserves.
Corporate and Other
Corporate and Other includes the operations of PPMH and its subsidiary, PPM, unallocated corporate income and expenses, and certain eliminations and consolidation adjustments.
PPM manages the majority of our general account investment portfolio. Our investment and asset allocation guidelines are designed to provide us with a competitive rate of return on invested assets, support the profitable growth of our business, and support our goal of maintaining appropriate capitalization from both a regulatory and ratings perspective. PPM also provides investment management services to third parties across markets, including public fixed income, private equity, private debt and commercial real estate. As of December 31, 2025, PPM managed approximately $93.7 billion of assets.
Distribution and Operations
Distribution Channels
As of December 31, 2025, our retail annuities are distributed through:
•approximately 500 broker-dealer distribution partners and more than 121,000 appointed advisors across the three traditional broker-dealer channels including independent broker-dealers; banks and other financial institutions, and wirehouses and regional broker-dealers; and
•more than 2,100 registered investment advisory firms ("RIAs") who have a Jackson RIA agreement. The RIAs can access Jackson advisory solutions through an outsourced insurance desk including Jackson's RIA Support Desk. Collectively these firms have more than 28,000 investment advisory representatives ("IARs") without a broker-dealer registration.
In addition, Jackson National Life Distributors LLC ("JNLD") is a registered broker-dealer with the U.S. Securities and Exchange Commission (the "SEC"), pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and is registered as a broker-dealer in all applicable states.
Our strong presence in multiple distribution channels helps position us as a leading provider of retirement savings and income solutions. According to LIMRA U.S. Individual Annuity Sales Industry report, for the nine months ended September 30, 2025, we accounted for 13.6% of all sales in the U.S. variable annuity market and ranked #2 in variable annuity sales. The industry-leading size of our wholesaling force propels our sales in the traditional variable annuity market to be more than double that of our closest competitor per ISS Market Intelligence's YTD third quarter 2025 Competitor Sales, Staffing and Productivity Benchmarking report. We are increasingly focused on growing sales through our Independent RIAs, Platforms & Agents ("IPA") channel. We facilitate the sale of annuities by RIAs by offering them use of an insurance support desk that satisfies insurance-related licensing and regulatory requirements. We believe there is a significant long-term opportunity to grow annuity sales through RIAs, who managed approximately $9.9 trillion in investor assets at the end of 2024, according to a report by Cerulli Associates.
We sell our institutional products through investment banks or other intermediaries to institutional and corporate investors, plan sponsors, and other eligible purchasers.
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Part I | Item 1. Business | Distribution and Operations
Operating Platform
Our in-house policy administration platform gives us flexibility to administer multiple product types through a single platform. We have more than 2.4 million life and annuity policies and currently administer approximately 82% of our in-force policies on our in-house platform, eliminating the burdens, costs and inefficiencies that would be involved in maintaining multiple legacy administration systems. We also have scalable third-party administration arrangements. Our ability to utilize both in-house and third-party administrative platforms gives us flexibility to convert and administer acquired business efficiently. We believe our operating platform provides a competitive advantage by allowing us to grow efficiently and provide superior customer service. In 2025, Jackson received the Highest Customer Service — Financial Industry award from Service Quality Measurement Group, Inc. for the 14th straight year.
Underwriting and Product Design
Our key underwriting and product design practices include:
•Elite Access, our investment-only variable annuity that does not include GMWB, GMWB for Life or Enhanced GMDB benefits.
•RILA, with commission and advisory based suite of products.
•All our variable annuities, including our flagship variable annuity, Perspective II, may be purchased without any guaranteed living benefits.
•For those products that include optional guaranteed benefits, we focus on benefits that are easier to manage in terms of risk, such as GMWB for Life and GMDB.
•We no longer offer guaranteed living benefits that we believe offer us a lower risk-adjusted return, such as Guaranteed Minimum Income Benefits ("GMIBs"); instead, we utilize third-party reinsurance to mitigate the risks that we face relating to those previously offered benefits.
•We have designed substantially all of our products such that the guarantee fee charged to the customer is calculated based on the benefit base, rather than the account value that is affected by market fluctuations, which supports our hedging program by stabilizing the guarantee fees we earn.
•Less than 4% of our in-force variable annuity policies, based on account value as of December 31, 2025, were sold prior to the 2008 financial crisis, a period when many variable annuities sold by our competitors were uneconomically priced and offered difficult to manage guarantee features.
We set what we believe are appropriate mortality and policyholder behavior assumptions as part of our pricing and reserving practices. We monitor experience on a regular basis, and we incorporate new experience data and emerging trends to ensure our actuarial assumptions and models reflect the appropriate mix of all available information and expert judgment.
Historically, we have managed and diversified our overall mortality and longevity risks through acquisitions. Since 2012, we have acquired more than $15.0 billion in life and annuity reserves. Consistent with our financial goals, we may opportunistically explore acquisitions we believe provide attractive risk-adjusted returns.
Hedging and Reinsurance
Our core dynamic hedging program seeks to offset impacts of equity market and interest rate movements on the economic liabilities associated with variable annuity guaranteed benefits and with annuities subject to index interest crediting (RILA and FIA), while our macro hedging program seeks to provide additional liquidity and statutory capital protection as needed. See Part II, Item 7 – Management’s Discussion and Analysis of Financial Position and Results of Operations -Executive Summary for more information.
We use third-party reinsurance to mitigate a portion of the risks we face, principally in certain of our in-force annuity and life insurance products with regard to longevity and mortality risks and with regard to the vast majority of our GMIB optional benefit features.
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Part I | Item 1. Business | Competition
Competition
The insurance industry is highly competitive, with several factors affecting our ability to compete effectively, including:
•the range of products offered,
•product terms and features,
•financial strength and credit ratings,
•brand strength and name recognition,
•investment management performance,
•fund management trends,
•responsiveness to developing demographic trends, and
•customer appetite for certain products and technological advances.
Our competitors include major stock and mutual insurance companies, private equity-backed insurance companies, mutual fund organizations, banks, and other financial services companies. In recent years, increased private equity and venture capital investments as well as substantial consolidation and convergence among companies in the insurance and financial services industries has resulted in increased competition from large, well-capitalized insurance and financial services firms that market products and services similar to ours. Increased consolidation among banks and other financial services companies could create firms with even stronger competitive positions, negatively impact the insurance industry’s sales, increase competition for access to distribution partners, increase distribution expenses, and impair the ability to market annuities to the current customer base or expand the customer base.
Despite the increasing competition, we believe that our core strengths position us well in the current competitive environment. See "Competition could adversely affect our market share and financial results" under Item 1A. Risk Factors— “Risks Related to the Distribution of Our Products.”
Risk Management
Enterprise Risk Management Framework
Our enterprise risk management framework (the “Framework”) defines our approach for identifying, assessing, managing, monitoring and reporting material risks to our business. The Framework is reviewed on an annual basis by the Company's management and Jackson Financial’s Board of Directors (the "Board of Directors" or the "Board") to ensure it meets stakeholders' expectations and remains in compliance with regulatory requirements. The Framework is designed to provide clear direction and embed risk management in day-to-day decision making and is organized around six core components, described below.
Enterprise Risk Management Framework - Core Components
Risk Governance & Culture
The Board oversees and approves the Framework and delegates risk oversight responsibilities to Board committees. We embed risk management in the business using a three lines model:
| Risk Ownership and Management | Risk Oversight and Challenge | Independent Assurance | ||
|---|---|---|---|---|
| Our business function leaders have primary ownership of risk management relating to their area of expertise. | Our Risk team focuses on risk oversight and challenge, especially related to top financial, non-financial and business risks. Our Compliance team oversees and ensures appropriate frameworks are in place to manage compliance and regulatory requirements. | Our Internal Audit team provides independent, objective, and risk-based assessment and reporting on the overall effectiveness of risk management, control, and governance processes across the organization. The Internal Audit team is directly overseen by our Board’s Audit Committee and operates pursuant to a charter that is reviewed and approved annually by that Committee. |
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Part I | Item 1. Business | Risk Management
Risk Appetite and Limits
We manage our business under a Board-approved risk appetite statement (the "Risk Appetite") that specifies the risk we are willing to accept in pursuit of our objectives. Our Board's Finance and Risk Committee approves and monitors a set of risk limits ("Risk Limits") that support compliance with the Risk Appetite.
Risk Identification, Assessment, Measurement and Management
We operate an enterprise-wide risk identification and risk and control self-assessment process to develop a holistic view of the material financial, non-financial and business risks we face and our control environment. We also monitor the external environment for emerging risks. See Item 1A. Risk Factors for a description of the risks we face.
Risk Monitoring, Reporting and Escalation
Risk monitoring and reporting processes facilitate risk-based decision making by management, and risk management oversight by management and Board committees. Risk escalation processes exist to ensure Risk Appetite or Risk Limit breaches and along with material non-financial risk events are escalated in a timely manner to executive management, management forums, boards, and board committees, as appropriate, in a timely manner.
Risk Response and Recovery Plans
We maintain a financial recovery plan and other risk response and recovery plans to remediate breaches of Risk Appetite or Risk Limits, strengthen capital or liquidity, or respond to significant non-financial risk events.
Risk Stress and Scenario Testing
We regularly perform stress and scenario testing to assess our risk profile and test our ability to manage through material financial and non-financial risk events.
Risk Management Strategies
Financial Risk
We employ various financial risk management strategies to limit losses and manage exposures to significant risks within established Risk Limits.
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Part I | Item 1. Business | Risk Management
| Market Risk Management | Our primary market risk exposure results from interest rate fluctuations, equity price movements and changes in credit spreads. 1 |
|---|---|
| Counterparty Risk Management | The inability of a banking, derivative or reinsurance counterparty to satisfy its obligations could expose us to material risk. A key component of our counterparty risk management strategy is collateralization of the value of contracts we hold with a given counterparty. Collateral requirements are specified contractually. In addition, we have placed formal limits on the amount of exposure we are willing to accept for a given counterparty, after consideration of collateral held both in the aggregate and by risk source (e.g., banking, derivatives, reinsurance); these limits vary based on the credit worthiness of the counterparty. |
| Asset-Liability Management | We use asset-liability duration and cash flow management techniques to ensure that obligations arising from our products will be met when they become due. These techniques consider current and future investment returns, asset and liability durations, risk tolerance and cash flow requirements. We closely monitor our investment portfolio to assess our asset-liability position and adjust the allocation of assets within the investment portfolio as necessary to reduce the risk of mismatched cash flows between our assets and obligations to our policyholders. To further support our asset-liability management process, we analyze the adequacy of reserves annually. This analysis includes dynamic cash flow testing of assets and liabilities, by product, under a variety of interest rate scenarios to provide assurance that current assets and associated yields will be enough to satisfy obligations as they come due. |
| Hedging Program | Our hedging program seeks to balance three risk management objectives: protecting against the economic impact of adverse market conditions, protecting statutory capital, and stabilizing statutory distributable earnings throughout market cycles. See Item 7A. Quantitative and Qualitative Disclosures of Market Risk for further information regarding our hedging program, and how we use it to manage market risk. |
| Third-Party Reinsurance | We utilize third-party reinsurance to mitigate a portion of the risks that we face, principally in certain of our in-force annuity and life insurance products related to longevity and mortality risks and specific features of our variable annuities. We have entered into reinsurance contracts to manage the full spectrum of risk exposure on certain blocks of business. The majority of our in-force fixed annuity and fixed index annuity businesses, as well as the legacy block of GMIBs on variable annuities, has been ceded to highly-rated unaffiliated reinsurers. |
| Pricing and Reserving | Factors considered in product pricing primarily include expected investment returns, interest rates, market volatility, mortality, longevity, persistency, benefit utilization and operating expenses as well as other features of certain annuity products. Our product pricing models also take into account capital requirements, risk profile, target returns and operating expenses. We set what we believe are appropriate assumptions as part of our pricing and reserving practices. Those assumptions are regularly updated and reflect a mix of available information and internal subject matter expert judgment. |
1 See Item 7A. Quantitative and Qualitative Disclosures about Market Risk for further information regarding our market risk exposures, and how we manage these risks.
Non-Financial Risk
In addition to the financial risks noted above, our business inherently faces operational and regulatory risks, which can lead to financial loss, negative impacts to customers and stakeholders, and regulatory scrutiny. Examples of key “non-financial” risks include cyberattacks and information security breaches, failure of third parties to provide contracted services, fraud, model risk and conflicts of interest.
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Part I | Item 1. Business | Risk Management
Governance
We regularly assess and report on our key risks to the Board's Finance and Risk Committee and have management forums in place to manage and oversee our relevant non-financial risks. Our policies, processes and controls (collectively, our internal control environment) are designed and implemented with a goal to minimize exposure to these risks and prevent material financial losses and operational events (direct or indirect) that adversely affect our ability to meet our commitments to customers. In addition, we have risk-specific response plans and processes in place to quickly identify and appropriately address control failures or other risk events when they occur. Our internal control environment, including compliance with internal policies, is regularly assessed for effectiveness, and oversight is provided by our Risk and Internal Audit teams.
Regulation
Our company is subject to, or affected by, many laws and regulations as a result of:
•our public company status,
•our ownership and operation of insurance companies,
•our ownership and operation of registered investment advisors and regulated broker-dealers,
•our use of derivatives, and
•our relationships with customers.
The following table sets forth the primary regulatory authority for each of our operating subsidiaries:
| Operating Entity | Primary Regulator |
|---|---|
| Jackson National Life Insurance Company (domiciled in Michigan) | Subject to regulation and supervision by the Michigan Department of Insurance and Financial Services ("DIFS"), and by insurance regulatory authorities in other U.S. states in which Jackson is authorized to transact business; also, certain of the company’s separate accounts are registered pursuant to the Investment Company Act of 1940, as amended (the" IC Act"), and are subject to regulation and supervision by the SEC. |
| Jackson National Life Insurance Company of New York (domiciled in New York) | Subject to regulation and supervision by the New York Department of Financial Services ("NYS-DFS"); and certain of the company’s separate accounts are registered pursuant to the IC Act and are subject to regulation and supervision by the SEC. |
| Brooke Life Insurance Company (domiciled in Michigan) | Subject to regulation and supervision by DIFS |
| Brooke Life Reinsurance Company (domiciled in Michigan) | Subject to regulation and supervision by DIFS |
| Hickory Brooke Reinsurance Company (domiciled in Michigan) | Subject to regulation and supervision by DIFS |
| Jackson National Asset Management LLC | SEC-registered investment adviser |
| PPM America, Inc. | SEC-registered investment adviser |
| Jackson National Life Distributors LLC | SEC-registered broker-dealer, a Financial Industry Regulatory Authority ("FINRA") member firm, and also regulated by state securities administrators. |
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Part I | Item 1. Business | Regulation
These laws and regulations affect, among other things, how we conduct business, our permitted investments and financial condition, marketing and investment disclosures, cybersecurity and privacy requirements, and applicable accounting standards. Further, they are complex, subject to change, and administered and enforced by multiple governmental authorities. The authorities include state insurance regulators, state securities administrators, the SEC, FINRA, the U.S. Department of Labor (the “DOL”), the U.S. Department of Justice (the "DOJ"), and state attorneys general. Generally, these laws and regulations are designed to protect or benefit the interests of a specific constituency, such as, for example, state insurance laws and regulations that are generally intended to protect or benefit purchasers or users of insurance products.
State Insurance Regulation
State insurance laws establish supervisory agencies with broad administrative and supervisory powers related to granting and revoking licenses to transact business, regulating marketing and other trade practices, establishing guaranty associations, licensing agents, prescribing and approving policy forms, regulating certain premium rates, regulating insurance holding company systems, establishing reserve requirements, prescribing the form and content of required financial statements and reports, performing financial and other examinations, determining the reasonableness and adequacy of statutory capital and surplus, regulating the type and amount of investments permitted, limiting the amount of dividends that can be paid and the size of transactions that can be consummated without first obtaining regulatory approval, regulating standards of business conduct and other related matters. Certain information and reports that each of Brooke Life and Jackson has filed with DIFS can be inspected during normal business hours at 530 W. Allegan Street, 7th Floor, Lansing, Michigan.
As part of their regulatory oversight process, state insurance departments conduct periodic examinations, generally once every three to five years, of the books, records, accounts and business practices of insurers domiciled in their states. Examinations are sometimes carried out in cooperation with other states' insurance regulators under guidelines promulgated by the NAIC. State and federal insurance and securities regulatory authorities and other state law enforcement agencies and attorneys general also, from time to time, make inquiries and conduct examinations or investigations regarding our compliance with among other things, insurance laws and securities laws. The most recent completed DIFS and NYS-DFS examinations of Jackson and Jackson National Life Insurance Company of New York ("Jackson NY"), respectively, concluded in 2023 with no material findings.
Insurance companies are subject to continued scrutiny by various state regulators, the federal government and the NAIC. Various states have considered or enacted legislation that in many cases increases states’ authority to regulate insurance companies. Although the federal government does not directly regulate the insurance business, federal legislation and administrative policies in several areas, including pension regulation, age and sex discrimination, financial services regulation, securities regulation and federal taxation, can significantly affect the insurance business. Legislation has been introduced from time to time in the U.S. Congress that could result in a more expansive federal role in the regulation of insurance companies. The NAIC has approved and recommended several regulatory initiatives designed to reduce the risk of insurance company insolvencies. These initiatives include investment and reserve requirements, risk-based capital (“RBC”) standards, restrictions on an insurance company’s ability to pay dividends to its shareholders, and the adoption of model laws, relating to risk management, financial exposure assessment, and governance structure disclosure.
State insurance laws and regulations also include provisions governing marketplace activity of life and annuity insurers, including provisions governing the form and content of disclosure to consumers, such as illustrations, advertising, sales practices and complaint handling. State regulatory authorities generally enforce these provisions through periodic market conduct examinations, with emphasis in recent years on improper life insurance pricing and sales practices, misleading sales presentations targeting the elderly, and product suitability for potential customers.
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Part I | Item 1. Business | Regulation
Annuity Suitability Regulation
On February 13, 2020, the NAIC approved revisions to the Suitability in Annuity Transactions Model Regulation (the “Annuity Suitability Model Regulation”). The revised model imposes a “best interest” standard of conduct and includes a “safe harbor” for fiduciary advisors who recommend annuities. Under the safe harbor, as it applies to the “care” elements of the Annuity Suitability Model Regulation, investment advisors offering annuities need only comply with the Investment Advisers Act of 1940, as amended (the “IA Act”). The regulation has been broadly adopted by state insurance regulators. NYS-DFS' amended insurance regulation (Regulation 187, "Suitability and Best Interest in Life Insurance and Annuity Transactions") incorporates the “best interest” standard for the sale of annuities and expands the application of this standard beyond annuity transactions to include sales of life insurance policies to consumers.
Guaranty Associations and Similar Arrangements
State laws require insurance companies doing business within their jurisdictions to participate in various types of guaranty associations or other similar arrangements. These guaranty associations and arrangements provide certain levels of protection to customers from losses under insurance policies issued by insurance companies that become impaired or insolvent. Typically, these guaranty associations levy assessments up to a prescribed limit on a member insurer's proportionate share of the business in the relevant jurisdiction of all member insurers in the lines of business in which the impaired or insolvent insurer is engaged. Some states permit member insurers to recover assessments that they paid through full or partial premium tax offsets, usually over a period of years. The aggregate assessments levied against us during the prior three years have not been material to our financial condition.
Regulation of Investments
We are subject to state laws and regulations that require diversification of our investment portfolios and limit the amount of investments in certain asset categories, such as below investment-grade fixed income securities, equity real estate, mortgages, other equity investments, foreign investments and derivatives. Failure to comply with these requirements would cause investments exceeding regulatory limitations to be treated as non-admitted assets for purposes of measuring surplus and, in most instances, would require divestiture of the non-qualifying investments. We believe that our investments complied with these requirements at December 31, 2025.
Surplus and Capital; RBC Requirements
The NAIC has developed RBC standards for life insurance companies as well as a model act for state legislatures to enact. The standards require that life insurance companies report on an RBC formula standard calculated by applying factors to various asset, premium and reserve items and separate model-based calculations of risk associated primarily with interest rate and market risks. The RBC formula takes into account the risk characteristics of a company, including asset risk, insurance risk, interest rate risk, market risk and business risk. The NAIC designed the formula as an early warning tool to identify potential inadequately capitalized companies and to possibly initiate regulatory action.
The Company reports its RBC ratio based on total adjusted capital, to its company action level amount. Using a company action level basis of reporting RBC, four levels of regulatory attention may be triggered if the RBC ratio is insufficient:
| RBC Level | RBC Ratio | Regulatory Attention |
|---|---|---|
| Company action level | Between 75% to 100% | Insurer must submit a plan to the regulator detailing corrective action it proposes to undertake |
| Regulatory action level | Between 50% to 75% | Insurer must submit a plan, but a regulator may also issue a corrective order requiring the insurer to comply within a specified period |
| Authorized control level | 35% to 50% | Regulatory response is the same as at the “Regulatory action level,” but in addition, the regulator may take action to rehabilitate or liquidate the insurer |
| Mandatory control level | Less than 35% | Regulator must rehabilitate or liquidate the insurer |
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Part I | Item 1. Business | Regulation
As of December 31, 2025, Jackson's and Jackson NY’s total adjusted capital and RBC levels substantially exceeded the standards of their respective states of domicile and the NAIC.
We believe that we will be able to maintain our RBC ratios in excess of “company action level” through appropriate risk management, investing and capital management, and claims handling. However, no assurances can be given that developments affecting us or our insurance subsidiaries, many of which could be outside of our control, will not cause our RBC ratios to fall below our targeted levels. See Item 1A. Risk Factors—“Risks Related to Legal, Tax and Regulatory Matters—A decrease in the risk-based capital ("RBC") ratio (as a result of a reduction in statutory capital and surplus or increase in RBC requirements) of our insurance subsidiaries could result in increased scrutiny by insurance regulators and rating agencies, which could lead to corrective measures and ratings downgrades that could adversely affect our business, financial condition, results of operations and cash flows.”
Federal Initiatives Impacting Insurance Companies
While the U.S. government does not directly regulate the insurance industry, federal initiatives can impact the insurance industry.
Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010
Title VII of the Dodd-Frank Act, and similar laws passed in jurisdictions outside the U.S., has significantly impacted the regulation of over-the-counter derivatives. In the U.S., the Commodity Futures Trading Commission (the “CFTC”) and the SEC regulate swaps and other derivatives. The CFTC has primary jurisdiction over swaps, which constitute the vast majority of the market, and the SEC has primary jurisdiction over security-based swaps.
Dodd-Frank Act requirements and similar non-U.S. regulations make it more costly to use derivatives and hedge investment exposures and may affect our returns. These regulations may impede our ability to utilize derivatives. Another factor increasing trading costs in both over-the-counter and exchange traded derivatives is the increased capital charges imposed on financial intermediaries, such as futures commission merchants and banks. As a result of these regulations, we expect costs to continue to rise, which could adversely impact our ability to implement our desired hedging strategies. As a result of the Dodd-Frank Act, the CFTC has adopted significant regulations changing the way swaps are traded in the U.S., including:
•imposing registration requirements on swap dealers and large market participants, known as major swap participants,
•subjecting a significant portion of the interest rate swap market and some of the credit default swap index market to mandatory exchange or swap execution facility trading and central clearing requirements, and
•imposing new requirements on swap transactions, including trade reporting and recordkeeping, know-your-customer and other sales practices, and documentation for swap transactions entered into with swap dealers and major swap participants.
Regulators around the world, including U.S. banking regulators and the CFTC, have implemented margin requirements for uncleared derivatives generally in accordance with the recommendations of the Basel Committee on Bank Supervision and International Organization of Securities Commissions. These margin requirements require us to exchange variation margin (comprised of specified liquid instruments and subject to required haircuts) when entering into uncleared swaps and security-based swaps with regulated entities.
Banking regulators' rules applicable to certain qualified financial contracts with banking institutions and their applicable affiliates, such as many derivatives contracts, securities lending agreements and repurchase agreements, generally require the inclusion of contractual provisions that limit or delay certain rights of their counterparties, including counterparties’ default rights (such as the right to terminate the contracts or foreclose on collateral) and restrictions on assignments and transfers of credit enhancements (such as guarantees) arising in connection with the banking institution or an applicable affiliate becoming subject to a bankruptcy, insolvency, resolution or similar proceeding. Our qualified financial contracts are subject to these rules and contain the relevant provisions.
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Part I | Item 1. Business | Regulation
The Dodd-Frank Act created the Financial Stability Oversight Council (the “FSOC”). The FSOC has the ability to designate certain insurance companies and insurance holding companies posing a systemic risk to the financial stability of the U.S., in which case those designated companies would become subject to heightened regulation by the Board of Governors of the U.S. Federal Reserve (the “Federal Reserve Board”). The Federal Reserve Board may limit those designated companies’ ability to enter into merger transactions, or to offer financial products, and may require them to terminate one or more activities, or impose conditions on how the designated companies conduct such activities. In November 2023, the FSOC adopted a new analytic framework for financial stability risks and updated guidance on its nonbank financial company determinations process, replacing prior "activities-based" guidance. The impact of this change could increase the chance that the Company becomes subject to additional regulatory measures.
The Dodd-Frank Act also authorizes the Federal Insurance Office ("FIO") to assist the Secretary of the Treasury Department in negotiating covered agreements. A covered agreement is an agreement between the U.S. and one or more foreign governments, authorities or regulatory entities, regarding prudential measures with respect to insurance or reinsurance. The FIO is further charged with determining, in accordance with the procedures and standards established under the Dodd-Frank Act, whether state laws are preempted by a covered agreement. There are covered agreements (the “Covered Agreements”) between the U.S. and the European Union and the U.S. and the United Kingdom. On June 25, 2019, the NAIC adopted amendments to the Credit for Reinsurance Model Law and Model Regulation to conform to the requirements of the Covered Agreements. This regulation has been broadly adopted.
SEC’s Regulation Best Interest
Regulation Best Interest, which became effective on June 30, 2020, establishes a best interest standard of conduct for broker-dealers and their representatives when they make recommendations to retail investors. It enhances the duties and disclosure requirements that apply to our broker-dealer and investment adviser subsidiaries when they provide recommendations and investment advice to retail investors, as well as our representatives that provide such services. The reforms increase the regulatory burden on broker-dealers selling our products, but also provide a more consistent regulatory standard that could provide benefits to the overall insurance and investment market. Also, FINRA adopted rules to align to Regulation Best Interest and is enforcing both the SEC regulations and its own rules relating to recommendations of investments to retail consumers.
Department of Labor’s Fiduciary Advice Rule
The DOL issued a regulatory action, effective February 16, 2021, that reinstated the text of the DOL’s 1975 investment advice regulation defining what constitutes fiduciary “investment advice” to Employee Retirement Income Security Act ("ERISA") plans and individual retirement accounts ("IRAs"). The related guidance provided by the DOL broadened the circumstances under which financial institutions, including insurance companies, could be considered fiduciaries under ERISA or the Federal income tax code. The rule and accompanying guidance faced hurdles, including a February 2023 U.S. District Court decision that vacated the roll over portion of the guidance, ruling that the DOL exceeded its authority in this area.
On April 25, 2024, the DOL revised the definition of “fiduciary” and related Prohibited Transaction Exemptions ("PTE") (the “2024 Fiduciary Advice Rule”), redefining what constitutes fiduciary “investment advice” to ERISA plans and IRAs. The rule again extends fiduciary status to one-time rollover recommendations and broadens the circumstances under which financial institutions and financial professionals, including insurance companies, could be considered fiduciaries under ERISA or the Federal income tax code, despite the recent U.S. District Court decision. The rule changes the applicability of PTE 84-24 specific to insurance commissions for annuity recommendations by narrowing it to independent insurance agents recommending non-securities products. The proposed changes to PTE 84-24 also impose certain supervisory obligations on insurance carriers that are similar to obligations already covered under the NAIC Suitability in Annuity Transactions Model Regulation. The 2024 Fiduciary Advice Rule is currently being challenged in two separate litigation matters. In these cases, it does not appear that the Government will ultimately oppose the relief sought by the plaintiffs, making it likely that the 2024 Fiduciary Advice rule will be permanently vacated.
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Part I | Item 1. Business | Regulation
USA PATRIOT Act of 2001
The USA PATRIOT Act of 2001 includes anti-money laundering and financial transparency laws as well as various regulations applicable to broker-dealers and other financial services companies, including insurance companies. Financial institutions are required to collect information regarding the identity of their customers, watch for and report suspicious transactions, respond to requests for information by regulatory authorities and law enforcement agencies and share information with other financial institutions. As a result, we are required to maintain certain internal compliance practices, procedures and controls.
Artificial Intelligence Regulations
Artificial Intelligence (“AI”) has become a focus area for state and federal regulators. In December of 2023, the NAIC adopted the Model Bulletin: Use of Artificial Intelligence Systems by Insurers (“Model AI Bulletin”). The Model AI Bulletin provides guidance to state regulators and calls on insurers to implement specific controls, emphasizing responsible AI use and adherence to certain laws on unfair discrimination and trade practices, along with governance and claims practices. A majority of states have adopted the Model AI Bulletin.
Additionally, Colorado has enacted laws and regulations for insurers related to unfair discrimination, bias testing, and governance practices in the use of AI. New York has also published guidance for insurers on these topics as well.
The U.S. Equal Employment Opportunity Commission (the "EEOC") issued several guidance documents, including joint guidance with the DOJ, in an effort to ensure that existing and developing AI technologies are used fairly and consistently with federal equal employment opportunity laws. They have cautioned that while AI and other technology may offer benefits, the use of such technologies in making employment decisions can potentially result in inadvertent violations of anti-discrimination laws. The EEOC’s guidance follows its agency-wide initiative, launched in 2021, to ensure that the use of software, including AI, machine learning, and other emerging technologies used in hiring and other employment decisions comply with the federal civil rights laws that the EEOC enforces.
Cybersecurity Regulations
Cybersecurity is subject to increased scrutiny by insurance regulators.
•Federal. Federal law and regulation require financial institutions to protect the security and confidentiality of customer information, and to notify customers about their policies and practices relating to their collection, disclosure and securing the confidentiality of customer information. Federal and state laws also regulate disclosures of customer information. On July 26, 2023, the SEC expanded its public company disclosure rules to enhance and standardize disclosures related to cybersecurity. See Part I, Item 1C. Cybersecurity.
On May 15, 2024, the SEC adopted amendments to Regulation S-P, governing how certain financial institutions handle nonpublic personal information. The amendments require covered institutions, such as broker-dealers, investment companies, registered investment advisers, and transfer agents, to develop an incident response program that requires, among other things, procedures to timely notify affected individuals whose sensitive personal information was, or is reasonably likely to have been, accessed or used without authorization. These amendments became effective for larger entities on December 3, 2025.
•New York. In 2017, the NYS-DFS adopted cybersecurity regulation, requiring covered businesses in New York to have a comprehensive cybersecurity program that aligns to the National Institute of Standards and Technology Cybersecurity Framework and requiring policies and procedures in several specific areas including, personnel, training, access privileges, penetration testing, vulnerability management, encryption, multifactor authentication, application security, data minimization, incident response planning, and notification and vendor management. The NYS-DFS has pursued enforcement actions and penalties for violations demonstrating the significant risk of noncompliance. On November 1, 2023, the NYS-DFS further amended its cybersecurity regulation to include requirements relating to risk assessments, cybersecurity policies, penetration testing, monitoring, and certain audit requirements that are now fully effective.
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Part I | Item 1. Business | Regulation
•California. The California Consumer Privacy Act of 2018 (the “CCPA”) grants all California residents the right to know what information a business has collected from them and the sourcing and sharing of that information, as well as additional consumer rights, such as deletion of their personal information collected (with some exceptions). The CCPA’s definition of “personal information” is more expansive than those found in other privacy laws applicable to us in the U.S. Failure to comply with the CCPA could result in regulatory fines, and the law grants a private right of action for any unauthorized disclosure of personal information as a result of failure to maintain reasonable security procedures. The California Privacy Rights Act (the “CPRA”), effective January 1, 2023, imposes additional obligations on companies that collect California residents’ personal information, including providing a right to correct personal information, additional protections for certain uses of sensitive personal information, and certain limitations on data use and data sharing that does not involve a sale. The CPRA also created a new California Privacy Protection Agency (the “CPPA”), which is charged with enforcing the CCPA as amended by the CPRA.
The CPPA promulgated regulations pursuant to the CCPA on March 29, 2023, establishing rules, procedures, and guidance for businesses to comply with the CCPA. On September 23, 2025, the CPPA promulgated additional regulations covering requirements for cybersecurity audits, risk assessments, automated decision-making technology (“ADMT”), insurance companies, and updates to the existing CCPA regulations. These regulations will become effective over a phased period of time with cybersecurity audits taking effect for Jackson on April 1, 2028, risk assessments as of January 1, 2026, and ADMT requirements beginning January 1, 2027.
•NAIC. The NAIC has adopted the Insurance Data Security Model Law establishing standards for data security, investigation, and notification of a breach of data security for insurance companies. A majority of states have adopted the model law. Importantly, the drafters of the Data Security Model Law intend that a licensee’s compliance with the NYS-DFS Cybersecurity Regulation will constitute compliance with the Data Security Model Law. We have taken the necessary steps to comply with this regulation.
On October 21, 2019, the NAIC formed a Privacy Protections (H) Working Group (“PPWG”) to review state insurance privacy protections regarding the collection, use and disclosure of information gathered in connection with insurance transactions. On August 5, 2024, the PPWG Chairman released draft amendments to NAIC Model Law #672 (Privacy of Consumer Financial and Health Information Regulation). After the initial draft exposure, the PPWG has released several draft exposures for public comment. The PPWG does not have a firm timeline for releasing additional sections of the revised model law for public comment but received an extension to continue work into 2026. The PPWG has indicated it intends to complete work on the revised regulation by the 2026 Summer National Meeting. Privacy protection has gained attention in state legislatures nationwide. There are now nineteen states with comprehensive privacy laws and multiple additional states with active bills. With the exception of California, these laws generally do not apply, or have limited applicability, to Jackson National Life and other financial institutions subject to the Gramm-Leach-Bliley Act.
See Item 1C. Cybersecurity - Cybersecurity Risk Management and Strategy in this Form 10-K.
Holding Company Regulation
We are subject to regulation under the insurance holding company laws of various jurisdictions. These laws and regulations vary by jurisdiction, but generally require each controlled insurance company to register with state regulatory authorities and file reports that provide information, including capital structure, ownership, financial condition, certain intercompany transactions and general business operations.
Restrictions on Acquiring “Control”
Insurance holding company regulations generally provide that no person, corporation or other entity may acquire control of an insurance company, or a controlling interest in any parent company of an insurance company, without the prior approval of such insurance company’s domiciliary state insurance regulator. Under the laws of each domiciliary state of our insurance subsidiaries, any person acquiring, directly or indirectly, 10% or more of the voting securities of an insurance company is presumed to have acquired “control” of the company. This statutory presumption of control may be rebutted by a showing that control does not, in fact, exist. The state insurance regulators, however, may find that “control” exists in circumstances in which a person owns or controls less than 10% of voting securities.
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Part I | Item 1. Business | Regulation
These laws and regulations may discourage potential acquisition proposals and may delay, deter or prevent a change of control involving us, including through unsolicited transactions that some of our shareholders might consider desirable.
Restrictions on Paying Dividends
As a holding company with no significant business operations of our own, we depend on dividends from our subsidiaries to meet our obligations. State insurance statutes also typically place restrictions and limitations on the amount of dividends or other distributions payable by insurance company subsidiaries to their parent companies. Dividends in excess of prescribed limits and transactions above a specified size between an insurer and its affiliates require the approval of the insurance regulator in the insurer’s state of domicile. For example, under the Michigan Insurance Code of 1956, as amended, DIFS must approve insurance companies' requests to pay a dividend or distribution out of earned surplus. The insurance statutes of New York permit payment of ordinary dividends without regulatory approval if they meet one of two standards: (i) a domestic stock life insurer may pay an ordinary dividend out of earned surplus or (ii) an insurer may pay an ordinary dividend out of other than earned surplus if such insurer does not have sufficient positive earned surplus to pay an ordinary dividend. However, dividends in excess of prescribed limits, based on prior year’s earnings and surplus of the insurance company, are considered extraordinary transactions and require explicit approval from the applicable regulator. See Item 1A. Risk Factors – “Risks Related to Ratings, Liquidity and Capital Management -- As a holding company, Jackson Financial depends on the ability of its subsidiaries to pay dividends and make other distributions to meet its obligations and liquidity needs.”
Broker-Dealer, Investment Adviser, Mutual Fund and Securities Regulation
We and certain policies and contracts offered by us are subject to regulation under the federal and state securities laws and regulations. Regulators administering these laws and regulations may conduct examinations of our operations and make requests for information. The primary intent of these laws and regulations is to protect investors in the securities markets and generally grant supervisory agencies broad administrative powers, including the power to limit or restrict the conduct of business for failure to comply.
Governmental regulatory authorities may institute administrative or judicial proceedings that may result in censure, fines, the issuance of cease-and-desist orders, trading prohibitions, the suspension or expulsion of a broker-dealer or member, its officers, registered representatives or employees, or other similar sanctions.
Broker-Dealer Regulation
Jackson National Life Distributors LLC ("JNLD") is registered as a broker-dealer with the SEC and is registered as a broker-dealer in all applicable states. JNLD is also a member of, and subject to regulation by, FINRA, a self-regulatory organization subject to SEC oversight. The SEC and FINRA also regulate the sales practices of broker-dealers. In recent years, both the SEC and FINRA have intensified their scrutiny of sales practices relating to variable annuities and variable life insurance. In addition, broker-dealers are also subject to regulation by state securities administrators in those states in which they conduct business, who may also conduct examinations and direct inquiries to broker-dealers.
Investment Adviser Regulation
Jackson National Asset Management LLC ("JNAM") is registered with the SEC as an investment adviser pursuant to the IA Act. The investment companies (mutual funds) for which JNAM serves as an investment adviser are subject to SEC registration and regulation pursuant to the Securities Act, and the IC Act. The mutual funds advised by JNAM comprise the investment options within the variable products offered by Jackson National Life. In addition, each variable annuity and variable life product is subject to SEC registration and regulation.
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Part I | Item 1. Business | Regulation
PPM America, Inc. ("PPM") is registered with the SEC as an investment adviser under the IA Act. PPM serves as the investment adviser to Jackson National Life and as the primary U.S. institutional investment adviser for certain other affiliated insurance company accounts as well as Jackson Financial. PPM also acts as a sub-adviser to certain U.S. mutual funds for which JNAM serves as investment adviser. In addition, PPM serves as an investment adviser and sub-adviser to certain former affiliates and other institutional clients primarily for U.S. focused portfolios. PPM has established a distribution function to further extend its investment advisory capabilities to the institutional marketplace with separate account and institutional product offerings. The U.S. mutual funds for which PPM serves as sub-adviser are subject to U.S. federal regulation, and similar vehicles organized outside of the U.S. are also subject to regulation under applicable local law.
The business of our investment adviser subsidiaries will be impacted by SEC regulatory initiatives with respect to the investment management business. In addition to rules discussed elsewhere, the SEC has adopted rules that include (i) new monthly and annual reporting requirements for certain U.S. registered funds; (ii) enhanced reporting regimes for investment advisers; (iii) implementing liquidity risk management programs for exchange-traded funds and open-end funds, other than money market funds; (iv) reforms relating to money market funds that require institutional and prime money market funds to use a floating net asset value ("NAV"), and permit money market funds to impose liquidity fees and redemption gates; (v) significant amendments to rules regarding advertisements by investment advisers; and (vi) significant changes to the regulations applicable to the use of derivatives by U.S. registered funds. These increased regulatory and compliance burdens could be costly and may impede the growth of our investment adviser subsidiaries.
Commodities Regulation
Jackson National Asset Management LLC ("JNAM") is registered as a “commodity pool operator” with the National Futures Association (the “NFA”) pursuant to the CFTC regulations and acts as a commodity pool operator with respect to the operation of certain of the mutual funds. The CFTC is a federal agency whose responsibilities include the regulation of commodity interests and enforcement of the Commodity Exchange Act of 1974. The NFA is a self-regulatory organization to which the CFTC has delegated, among other things, the administration and enforcement of commodity regulatory registration requirements and the regulation of its members. JNAM and the mutual funds have incurred additional regulatory compliance and reporting expenses as a result, which could reduce investment returns or harm the mutual fund’s ability to implement its investment strategy.
Corporate Responsibility
Jackson takes a balanced, long-term approach to serving its stakeholders, including shareholders, business partners, regulators, customers, associates and communities. Our commitments are described below and in more detail in our annual Corporate Responsibility Report. The Company’s annual Corporate Responsibility Report is not incorporated by reference in, and does not form a part of, this Form 10-K or any other of our SEC filings.
Sustainability
We are committed to doing our part to help create a more sustainable future for us all. To that end, we take thoughtful steps to consume energy more efficiently. In its fourth year, the on-site solar farm at our home office in Lansing, Michigan continues to generate renewable energy, thereby reducing our need for external power generation.
Valuing our Communities
We demonstrate our commitment to corporate responsibility with charitable donations that (i) generate impact in the communities we serve, (ii) engage associates in a culture of philanthropy, and (iii) grow awareness for our commitment to being a good corporate neighbor. We believe our community partnerships create shared value for Jackson, our associates and the communities in which we operate. We have a passionate and committed workforce that engages with the community and is generous with their time and resources. Jackson encourages community engagement by providing associates with paid time off for volunteering, nonprofit board training and placement, and matching gifts programs for associate charitable contributions and volunteer hours. Jackson’s philanthropic strategy aligns with its business purpose to build the foundation for financial freedom for all.
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Part I | Item 1. Business | Corporate Responsibility
Strong Governance and Business Practices
We are committed to governance policies and practices that serve the interest of the Company and its stakeholders, starting with only independent directors serving on all Board committees. JFI's Board seeks directors with a broad range of professional attributes, skills, and experience who support our commitment to our corporate values and long-term value creation. Jackson also has a risk management framework embedded across the Company, supporting the effectiveness of risk management and the control environment including independent Board oversight of corporate responsibility risks. Our Company has an ownership culture that focuses on providing exceptional value to advisors, policyholders, and shareholders. While our primary focus is to achieve sustainable, competitive returns for our shareholders, our internal portfolio management team at PPM considers the broader impact of its investment decisions to strong governance and business practices. Our internal asset management team at JNAM oversees external managers on our variable annuity platform and performs a robust due diligence process that includes consideration of the impact of a broad array of governance factors.
Human Capital Resources
Our strength lies in the people we employ and values-based culture we foster. We offer significant career opportunities, competitive merit-based compensation, world-class facilities, and the ability to work for a purpose-driven organization. Our Company's four corporate values — Respect, Empower, Create, and Execute — guide our associate practices and decisions.
We had approximately 3,890 associates as of December 31, 2025, comprised of approximately 3,090 full-time associates and approximately 800 part-time associates, including our Strategic Support Program associates (a flexible, cost-efficient, part-time workforce that provides just-in-time scale). Each of our associates play an important role in delivering on our brand promise of clarity for a more confident future. We make it our priority to offer opportunities for personal growth, talent development, and rewarding career paths for all Jackson team members. We believe our collaborative culture is one of our greatest strengths and is a significant factor in our ability to continue to be an industry leader.
Talent Development
We have an established history of developing talent from within. Our senior management team has an average tenure of over 20 years with the Company. We also recruit talent from outside the organization, bringing different ideas, experience and opinions to the Company. Our collaborative culture of respect fosters an environment where people can come together to accomplish great things as a team. Through learning and development programs, succession and talent management processes, and competitive rewards and recognition, our high-performing associates are empowered to innovate and challenge one another to be their best selves.
In 2025, we launched our Skills Marketplace, an internal talent warehouse that provides insight into skills that exist internally for open roles and future needs, allowing us to source, develop, and deploy talent where we need it. The Skills Marketplace allows associates the ability to document, track, and assess their unique skills to personalize and enhance their career development and opportunities for growth. Associates can explore and select training based on the skills they want to develop to drive their career aspirations.
Our strategic approach to workforce enablement focuses on ways to attract and retain highly talented people and cultivates an environment where our associates are encouraged to bring their best selves to work every day. We recognize our associates’ backgrounds and unique experiences through our voluntary, associate-led Business Resource Associate Groups (“BRAGs”). Supported by executive leadership and aligned with our mission and core values, our BRAGs provide opportunities to empower all associates to share their unique experiences with each other.
We have acted in several ways to improve our recruiting process, including how we approach job postings, develop position requirements, conduct interviews, and evaluate candidates. We also work with partners who help us strengthen our talent pool and recruit high quality candidates. Through these efforts, we are developing stronger leaders who support a culture of innovative thought and fair and equal consideration.
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Part I | Item 1. Business | Human Capital Resources
A cross-functional team redesigned Jackson’s onboarding program to deliver a more inclusive and engaging experience from offer acceptance through a new associate’s first month. Key enhancements include a dedicated technology team, a balanced mix of classroom learning, team integration, and Jackson knowledge sessions, and the expansion of our Welcome Ambassador program to provide every new hire with a dedicated Ambassador beginning on day one. Through these efforts, Jackson continues to invest in an onboarding experience that reflects our values, fosters belonging and sets the foundation for long-term engagement and success.
Benefits and Rewards
We recognize the contributions our associates make to our future and their futures by offering competitive salaries, wages, and benefits. Our comprehensive benefits package includes medical, dental, vision, and paid time off along with more innovative benefits including associate and dependent tuition reimbursement programs, paid parental leave, adoption assistance, paid time off to volunteer, and associate charitable gift matching. Our associates are compensated based on their job performance. This performance-driven structure aligns performance incentives with our business productivity strategy, serving to both encourage our associates and satisfy our other key stakeholders. To ensure fair pay, we work actively with a third-party consultant to conduct pay studies related to similar positions in competitive markets. We also have rigorous governance processes in place to ensure that we promote fair pay practices, reinforce strong risk management, and maintain independent oversight of our executive compensation.
Associate Health and Well-Being
We believe it is important to support our associates and are committed to providing a safe and healthy workplace. These efforts cultivate a supportive and well-balanced corporate culture and help define the future of our success. Our "Living Life Well" program helps ensure that Jackson associates are provided supportive health, safety and financial wellness resources both at work and at home. These efforts cultivate a supportive and well-balanced corporate culture and help define our future success.
The health and safety of our associates is a top priority. Our ergonomics program supports associate wellness by promoting evidence-based ergonomic principles for associates working remotely or at our offices. At the office, associates also have access to a complete training system and highly qualified team of experts to help associates achieve their personal fitness, nutritional and lifestyle goals. We currently operate 24 Occupational, Safety and Health Administration ("OSHA") related programs, including our standard air and water quality programs, in a comprehensive corporate health and safety effort to meet OSHA and American National Standards Institute Z10-02019 standards.
We offer programs that support the mental health of associates, including confidential support for more serious issues involving emotional stress and well-being. Our Employee Assistance Program offers online tools, as well as master's-level professionals available for confidential support around the clock. Additionally, we offer programs and educational tools to support associates’ financial well-being. These efforts help our associates build a more confident future for themselves, as well as for the long-term success of our Company and for our shareholders.
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Part I | Item 1. Business | Intellectual Property
Intellectual Property
We rely on a combination of copyright, trademark, service mark, and internet domain laws to establish and protect our intellectual property rights. We maintain a portfolio of trademarks, service marks, and internet domain names that we consider important to the marketing of our products and business, and that are registered with the U.S. Patent and Trademark Office. These trademarks and service marks include those entity and product names, that appear in this Form 10-K, and our logo, names of our other products, advisor platforms, optional benefit annuity riders and marketing-related taglines.
Available Information
We make available free of charge, through our website, investors.jackson.com, our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, our proxy and information statements, and any amendments to those reports or statements as soon as reasonably practicable after these materials are electronically filed with, or furnished to, the U.S. Securities and Exchange Commission (the "SEC"). The SEC’s website, www.sec.gov, contains financial reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.
We use the investor relations page of our website, investors.jackson.com, as a primary channel for dissemination of important information, including news releases, analyst presentations, financial information, insider beneficial owner reports, and corporate governance information. 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. None of the content of Jackson’s website, jackson.com, the content of our social media channels or the content of our executives’ social media channels is incorporated by reference into this Form 10-K or in any other report or document filed with the SEC, and any references to Jackson’s website are intended to be inactive textual references only.
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Part I | Item 1. Business | Information about our Executive Officers
Information about our Executive Officers
Below are the executive officers of Jackson Financial Inc. as of February 25, 20261, 2. Each executive officer serves until his or her successor has been elected or appointed or until his or her earlier death, resignation or removal.
| Name | Age | Positions and Offices Held and Principal Occupation |
|---|---|---|
| Craig A. Anderson | 59 | Senior Vice President and Controller of Jackson Financial Inc., a position held since June 2024. As Senior Vice President and Controller, Mr. Anderson oversees Financial Operations, Financial Reporting, and Investment Accounting. From September 2021 to June 2024, Mr. Anderson served as Vice President, Controller of Jackson National Life Insurance Company, a wholly-owned, indirect subsidiary of Jackson Financial Inc. Prior to joining Jackson, from February 2017 through September 2021, Mr. Anderson served as Senior Vice President, Life Controller, Life & Retirement Controller at American International Group Inc.'s (AIG) Life and Retirement business (now Corebridge Financial). Mr. Anderson is a Certified Public Accountant. |
| Savvas (Steve) P. Binioris | 53 | Executive Vice President and Chief Risk Officer of Jackson Financial Inc., a position held since April 14, 2025. Previously, Mr. Binioris served as the Company's Senior Vice President and Chief Actuary beginning February 2020. Prior to coming to Jackson, Mr. Binioris held positions with Sun Life Financial and London Life. Mr. Binioris is a Fellow in the Society of Actuaries, a member of the American Academy of Actuaries, and is a designated Chartered Financial Analyst. |
| Carrie L. Chelko | 52 | Executive Vice President and General Counsel of Jackson Financial Inc., a position held since September 2021. As Executive Vice President and General Counsel, Ms. Chelko oversees Legal, Compliance, Enterprise Marketing and Communications, Shared Services & Operations (Legal), and Government Relations. From September 13, 2021 to August 2022, Ms. Chelko also served as Corporate Secretary of Jackson Financial Inc. From August 30, 2021 to September 13, 2021, Ms. Chelko was Executive Vice President of Jackson Financial Inc. Prior to joining Jackson, from April 2020 through August 2021, Ms. Chelko was Senior Vice President and Chief Compliance Officer of Fidelity Investments, Personal Investing. |
| Don W. Cummings | 62 | Executive Vice President and Chief Financial Officer of Jackson Financial Inc., a position held since June 2024. Previously Mr. Cummings 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. |
| Laura L. Prieskorn | 58 | Chief Executive Officer and President of Jackson Financial Inc., a position held since February 2021. Since February 2021, Ms. Prieskorn also is a member of Jackson Financial's Board of Directors. Ms. Prieskorn has been with Jackson National Life Insurance Company for more than 30 years, serving in roles of increasing responsibilities. Ms. Prieskorn's prior management positions include Chief Operating Officer from April 2019 through February 2021. |
| Christopher A. Raub | 55 | Executive Vice President of Jackson Financial Inc. and President of Jackson National Life Insurance Company, a position held since April 14, 2025. Prior to that appointment, from April 2023 through April 2025, Mr. Raub served as Executive Vice President and Chief Risk Officer of Jackson Financial Inc. Between April 2019 to April 2023, Mr. Raub held various roles at PPM America, Inc., an indirect subsidiary of JFI, including Senior Managing Director of Insurance. |
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Part I | Item 1. Business | Information about our Executive Officers
1 Scott E. Romine, age 60, ceased employment as of August 5, 2025. Mr. Romine served as Executive Vice President of Jackson National Life Insurance Company, since September 2022, and President and Chief Executive Officer of Jackson National Life Distributors LLC, a position held since December 2021.
2 On December 31, 2025, Craig D. Smith, age 58, retired as Executive Vice President of Jackson National Life Insurance Company, a role assumed in September 2022, and President and Chief Executive Officer of PPM America, Inc., a position held since January 2021.
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