Jackson Financial Inc. Announces \$750 Million Senior Notes Offering Due 2037

Key Highlights

• Jackson Financial Inc. (NYSE: JXN) has successfully priced a \$750 million public offering of 6.150% Senior Notes due 2037.
• The notes are senior unsecured obligations of the company and will mature on July 15, 2037.
• Net proceeds to the issuer (after underwriting discount and before expenses) are approximately \$743.85 million.
• The public offering was conducted pursuant to an automatic shelf registration statement on Form S-3 (File No. 333-284340).
• Joint book-running managers include Deutsche Bank Securities Inc., BNP Paribas Securities Corp., J.P. Morgan Securities LLC, and SG Americas Securities, LLC, among others.
• The offering settled on June 15, 2026.
• Interest on the notes will be paid semi-annually on January 15 and July 15 each year, commencing July 15, 2026.
• The benchmark Treasury for the offering is the 4.375% U.S. Treasury due May 15, 2036.

Detailed Terms of the Offering

Shareholder-Relevant and Potentially Price-Sensitive Information

• Capital Structure Impact: The issuance of \$750 million in senior notes will increase Jackson Financial’s long-term debt. This could affect leverage ratios and future capital allocation decisions, which are important for shareholder evaluation.
• Interest Commitments: At a 6.150% coupon, the company will have a significant recurring interest expense over the life of the notes, which may impact profitability and cash flows.
• Use of Proceeds: While the specific use of proceeds is not detailed in the summary, such capital raisings are often used for general corporate purposes, refinancing existing debt, or funding growth initiatives. Shareholders should monitor future disclosures regarding the deployment of these funds.
• No Sinking Fund: There is no sinking fund for the notes, meaning the company is not required to set aside funds for repayment prior to maturity.
• Redemption Features: The notes may be subject to redemption at the option of the company under certain conditions, which could affect future yield calculations for investors.
• Regulatory and Compliance: The offering was made under SEC Rule 144A and the company has covenanted to provide ongoing reporting to noteholders and the trustee. This ensures continued transparency but also subjects the company to ongoing compliance obligations.
• Forward-Looking Statements: The report includes a standard “Safe Harbor” statement, noting that forward-looking statements are subject to risks and uncertainties, and actual results may differ materially from those projected. Investors should review the company’s risk factors as disclosed in its most recent Form 10-K and other SEC filings.
• Legal Opinion: The legal counsel Willkie Farr & Gallagher LLP has provided a legal opinion confirming the validity of the notes and their compliance with applicable law.
• Underwriter Relationships: Several underwriters have ongoing commercial relationships with the company and may receive customary fees and commissions.
• Material Adverse Effect Clause: The underwriting agreement contains representations that there has been no material adverse change in the company’s financial position since its most recent financial statements, other than as disclosed.
• Insurance and Ratings: The company and its subsidiaries are insured by reputable insurers. The security ratings for the notes, though redacted, are subject to change and may influence market perceptions and pricing of the notes and the company’s shares.

Distribution Among Underwriters

The principal amount allocated to each key underwriter is as follows:

• Deutsche Bank Securities Inc.: \$123,750,000
• BNP Paribas Securities Corp.: \$123,750,000
• J.P. Morgan Securities LLC: \$123,750,000
• SG Americas Securities, LLC: \$123,750,000
• BofA Securities, Inc.: \$30,000,000
• BNY Mellon Capital Markets, LLC: \$30,000,000
• Citigroup Global Markets Inc.: \$30,000,000
• Goldman Sachs & Co. LLC: \$30,000,000
• PNC Capital Markets LLC: \$30,000,000
• U.S. Bancorp Investments, Inc.: \$30,000,000
• Wells Fargo Securities, LLC: \$30,000,000
• Academy Securities, Inc.: \$15,000,000
• Total: \$750,000,000

Investor Access to Offering Documents

Investors are strongly encouraged to review the preliminary prospectus supplement and the base prospectus for full details. Documents are available free of charge via the SEC’s EDGAR system at www.sec.gov. For further information or to obtain a prospectus, investors may contact any of the joint book-running managers.

Other Notable Provisions

• Jackson Financial Inc. is not considered an “ineligible issuer” and is not required to register as an investment company as a result of this offering.
• The company has covenanted not to take actions that could result in price manipulation or stabilization of the notes or its shares.
• There are no recent material adverse changes, legal actions, or regulatory proceedings that would adversely affect the company, other than those already disclosed.
• The notes will be eligible for clearance and settlement through The Depository Trust Company.

Important Disclaimers

Disclaimer: This article is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities. Investors should read the full prospectus and consult their own advisors before making any investment decision. The security ratings referenced are not a recommendation to buy, sell, or hold the securities and may be changed or withdrawn at any time. Statements regarding future events are forward-looking and subject to known and unknown risks and uncertainties that could cause actual results to differ materially. Past performance is not indicative of future results.

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