Material Agreement, Financial Obligation (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

On June 30, 2026, Jackson Financial Inc. (the "Company") entered into a Revolving Credit Agreement dated as of June 30, 2026 (the "Credit Agreement") with a syndicate of banks and Wells Fargo Bank, National Association, as Administrative Agent. The Credit Agreement provides for borrowings for working capital and other general corporate purposes under aggregate commitments of $1.25 billion, with a sub-limit of $500 million available for letters of credit. The Credit Agreement further provides for the ability for the Company to request, subject to customary terms and conditions, an increase in commitments thereunder by up to an additional $500 million. Interest on borrowings may be based on a "Base Rate" (as defined in the Credit Agreement) or a "Term SOFR Rate" (as defined in the Credit Agreement), plus a margin ranging from 1.125% to 1.875% (in the case of borrowings based on the Term SOFR Rate) or from 0.125% to 0.875% (in the case of borrowings based on the Base Rate). The applicable margin is based upon the ratings assigned to the Company's senior, unsecured, non-credit enhanced debt. Borrowings under the Credit Agreement are unsecured.

Commitments under the Credit Agreement terminate on June 30, 2031.The Credit Agreement provides the Company with two options to extend the termination date of the commitments of the applicable Consenting Bank (as defined in the Credit Agreement) by one year for each such option, subject to the agreement of the Required Banks (as defined in the Credit Agreement) under the Credit Agreement. The Credit Agreement replaces the Company's existing $1 billion unsecured revolving credit agreement dated as of February 24, 2023, among the Company and a syndicate of banks and Bank of America, N. A., as Administrative Agent (the "2023 Credit Agreement"), which was scheduled to terminate in February 2028.

The Credit Agreement contains customary representations and warranties, affirmative and negative covenants and events of default (including a change of control provision) substantially similar to the 2023 Credit Agreement. The Credit Agreement contains financial maintenance covenants, including (i) a minimum adjusted consolidated net worth test of no less than the sum of (x) 65% of our adjusted consolidated net worth as of March 31, 2026, plus (y) 50% of the aggregate amount of any increase in adjusted consolidated net worth resulting from equity issuances by the Company and its consolidated subsidiaries after March 31, 2026, and (ii) a maximum consolidated indebtedness (including the outstanding principal amount of certain hybrid instruments) to total capitalization ratio test not to exceed 35%.

The foregoing summary is qualified in its entirety by reference to the full text of the Credit Agreement, which is attached as an Exhibit to this Form 8-K.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

See Item 1.01. Entry into a Material Definitive Agreement for information regarding the Credit Agreement entered June 30, 2026.