On March 19, 2026 (the "Closing Date"), pursuant to separate Purchase Agreements among Jackson Financial Inc. (the "Company"), BofA Securities, Inc., Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC, as representatives of the several initial purchasers, and the Trusts (as defined herein), (i) Grand River Funding Trust I, a Delaware statutory trust (the "2036 Trust"), completed the issuance and sale of 500,000 of its Pre-Capitalized Trust Securities redeemable February 15, 2036 (the "2036 P-Caps") for an aggregate purchase price of $500,000,000, and (ii) Grand River Funding Trust II, a Delaware statutory trust (the "2056 Trust" and, together with the 2036 Trust, the "Trusts"), completed the issuance and sale of 400,000 of its Pre-Capitalized Trust Securities redeemable February 15, 2056 (the "2056 P-Caps" and, together with the 2036 P-Caps, the "P-Caps") for an aggregate purchase price of $400,000,000, in private placements pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). The P-Caps will serve as a new source of on-demand capital and liquidity for the Company providing the Company the right at its election (as described below) at any time (i) over a ten-year period to issue its 6.311% Senior Notes due 2036 (the "2036 Senior Notes") to the 2036 Trust, and (ii) over a thirty-year period to issue its 7.280% Senior Notes due 2056 (the "2056 Senior Notes" and, together with the 2036 Senior Notes, the "Senior Notes"). The P-Caps do not carry registration rights and may be held only by "qualified institutional buyers," as defined in Rule 144A under the Securities Act, that are also "qualified purchasers" for purposes of Section 3(c)(7) of the Investment Company Act of 1940, as amended (the "Investment Company Act"). The Trusts each invested the proceeds from the sale of its P-Caps in a portfolio of principal and interest strips of U.S. Treasury securities (the "Eligible Assets").

On the Closing Date, the Company also entered into separate facility agreements (each, a "Facility Agreement") with each Trust and The Bank of New York Mellon Trust Company, N.A., as trustee for the Senior Notes. The Facility Agreements provide that the applicable Trust will grant the Company the right to require it to purchase, on one or more occasions, from the Company (each, an "Issuance Right") the applicable Senior Notes in an aggregate principal amount, at any one time outstanding and held by the applicable Trust, in the case of the 2036 Trust, of up to $500,000,000 aggregate principal amount of the Company's 2036 Senior Notes and, in the case of the 2056 Trust, of up to $400,000,000 aggregate principal amount of the Company's 2056 Senior Notes. The Company has agreed to pay to the 2036 Trust and the 2056 Trust a semi-annual facility fee (each, a "Facility Fee") calculated at a rate of 2.066% per annum and 2.430% per annum, respectively, applied to the unexercised portion of the applicable Issuance Right. The Company may direct each Trust to grant the right to exercise the applicable Issuance Right with respect to all or a designated amount of the applicable Senior Notes to one or more assignees (who are consolidated subsidiaries of the Company or persons to whom the Company has an obligation) (each, an "Issuance Right Assignee"), who may cause the applicable Senior Notes to be issued to such Trust and receive the corresponding portion of Eligible Assets that would otherwise have been delivered to the Company pursuant to the exercise of such Issuance Right. On the Closing Date, the Company also entered into separate trust expense reimbursement agreements with each Trust, pursuant to which the Company agreed to reimburse the Trusts for their expenses in connection with the transaction, including the fees of the trustees of the Trusts.

An Issuance Right in respect of a Trust will be exercised automatically in full if (1) the Company fails to pay the applicable Facility Fee under the applicable Facility Agreement when due, or any amount due and owing under the applicable trust expense reimbursement agreement on any distribution date, or fails on any distribution date to purchase and pay for any Eligible Assets that are due and unpaid on such distribution date and are required to be purchased at their face amount from that Trust pursuant to the terms of the applicable Facility Agreement and such failure is not cured (including payment in full of the special facility fee due as a result of such failure) within 30 days of such distribution date or (2) upon certain bankruptcy events involving the Company.

The Company will be required to exercise each Issuance Right in full if (1) it reasonably believes that its consolidated net worth, determined in accordance with U.S. GAAP, but excluding accumulated other comprehensive income (or loss) and equity of non-controlling interests attributable thereto, has fallen below $2.75 billion, which amount may be adjusted from time to time upon the occurrence of certain specified events, (2) an event of default under the indenture that governs the Senior Notes has occurred or would have occurred had the Senior Notes been outstanding, or (3)(A) certain events relating to each Trust's status as an "investment company" under the Investment Company Act, are reasonably likely to occur or have occurred and (B)(x) within five business days of such determination, the transaction agreements have not been amended to prevent or cease such event or (y) it has been reasonably determined that no such amendment is possible. In addition, at any time following exercise of an Issuance Right in respect of a Trust in whole or in part, other than upon a redemption, an automatic exercise or a required exercise as described in this paragraph, the Company will have the right to repurchase any or all of the Senior Notes then held by such Trust in exchange for Eligible Assets that entitle such Trust to receive payments of principal and interest in the same amounts as such Trust would have received on the Eligible Assets that it delivered to the Company or any Issuance Right Assignee upon the exercise of the Issuance Right in respect of the Senior Notes to be so repurchased.