8-K
Jackson Financial Inc. (JXN)
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934
Date of Report (Date of earliest event reported): October 3, 2025
Jackson Financial Inc.
(Exact name of registrant as specified in itscharter)
| Delaware | 001-40274 | 98-0486152 |
|---|---|---|
| (State or other jurisdiction of incorporation or <br><br>organization) | (Commission<br> File<br><br> Number) | (I.R.S.<br> Employer Identification No.) |
| 1 Corporate Way**, Lansing** , Michigan | 48951 | |
| --- | --- | |
| (Address of principal executive<br> offices) | (Zip Code) |
(517) 381-5500
(Registrant’s telephone number, includingarea code)
N/A
(Former name or former address, if changedsince last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities<br>Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange<br>Act (17 CFR 240.14a-12) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under<br>the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under<br>the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Exchange on Which Registered |
|---|---|---|
| Common Stock, Par Value $0.01 Per Share | JXN | New<br> York Stock Exchange |
| Depositary Shares, each representing a 1/1,000th interest in a share of Fixed-Rate Reset Noncumulative Perpetual Preferred Stock, Series A | JXN PRA | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02 Departure of Directors or Certain Officers; Election ofDirectors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Retirement of Craig D. Smith, President andCEO of PPM America, Inc.
On October 3, 2025, Craig D. Smith, President and CEO of PPM America, Inc. (“PPM”), an indirect, wholly-owned subsidiary of Jackson Financial Inc. (“JFI” or the “Company”), notified JFI that he intends to retire effective December 31, 2025.
While a search is conducted for his successor, Mr. Smith will begin to transition his day-to-day leadership responsibilities of PPM to Christopher A. Raub, President, Jackson National Life Insurance Company (“JNLIC”), who will serve as the interim leader of PPM following Mr. Smith’s retirement. Mr. Raub has spent more than 25 years with Jackson in various roles, including Chief Risk Officer of Jackson and senior managing director and head of insurance assets at PPM. While serving in this interim capacity, Mr. Raub will maintain his responsibilities as President of JNLIC, including oversight of Jackson’s distribution, product development, operations, information technology and sub-advisor/fund accounting functions.
Retirement of Marcia Wadsten, Senior Advisorand former Executive Vice President and Chief Financial Officer
On October 7, 2025, JNLIC entered into a retirement agreement (the “Retirement Agreement”) with Marcia Wadsten, former senior advisor of JNLIC and former chief financial officer of JFI, in connection with Ms. Wadsten’s last day of employment on September 26, 2025. Under the terms and conditions of the Retirement Agreement and consistent with the terms of the Jackson Financial Inc. 2021 Omnibus Incentive Plan as it relates to qualifying retirement, JNLIC will make payments in shares of JFI common stock to Ms. Wadsten for previously granted long-term incentive plan awards, contingent upon the achievement of performance metrics and other provisions set forth in the applicable program documents and upon payment terms set forth in the award agreements. The Retirement Agreement also includes provisions regarding restrictive covenants relating to confidential information, non-solicitation, non-competition and a release. Ms. Wadsten will receive other compensation pursuant to certain Company plans, including health and welfare, retirement, and other benefits typically available to our executives.
The foregoing is a summary description of the material provisions of the Wadsten Retirement Agreement, a copy of which will be filed as an exhibit to JFI’s Form 10-K for the fiscal year ending December 31, 2025.
Item 7.01. Regulation FD Disclosure.
On October 8, 2025, the Company issued a press release announcing the retirement of Mr. Smith as President and CEO of PPM America, Inc. A copy of that press release is furnished as Exhibit 99.1.
SAFE HARBOR
The information in this report contains forward-looking statements about future events and circumstances and their effects upon revenues, expenses and business opportunities. Generally speaking, any statement in this report not based upon historical fact is a forward-looking statement. Forward-looking statements can also be identified by the use of forward-looking or conditional words, such as “could,” “should,” “can,” “continue,” “estimate,” “forecast,” “intend,” “look,” “may,” “will,” “expect,” “believe,” “anticipate,” “plan,” “predict,” “remain,” “future,” “confident,” and “commit” or similar expressions. In particular, statements regarding plans, strategies, prospects, targets and expectations regarding the business and industry are forward-looking statements. They reflect expectations, are not guarantees of performance and speak only as of the dates the statements are made. We caution investors that these forward-looking statements are subject to known and unknown risks and uncertainties that may cause actual results to differ materially from those projected, expressed, or implied. Factors that could cause actual results to differ materially from those in the forward-looking statements include those reflected in Part I, Item 1A. Risk Factors and Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the U.S. Securities and Exchange Commission (“SEC”) on February 26, 2025, and elsewhere in the Company’s reports filed with the SEC. Except as required by law, Jackson Financial Inc. does not undertake to update such forward-looking statements. You should not rely unduly on forward-looking statements.
We routinely use our investor relations website, at investors.jackson.com, as a primary channel for disclosing key information to our investors. We may use our website as a means of disclosing material, non-public information and for complying with our disclosure obligations. Accordingly, investors should monitor our investor relations website, in addition to following our press releases, filings with the SEC, public conference calls, presentations, and webcasts. We and certain of our senior executives may also use social media channels to communicate with our investors and the public about our Company and other matters, and those communications could be deemed to be material information. The information contained on, or that may be accessed through, our website, our social media channels, or our executives’ social media channels, is not incorporated by reference into and is not part of this report.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press release issued October 8, 2025, announcing Craig Smith’s retirement. |
| 104 | Cover Page Interactive Data File (the coverage page XBRL tags are embedded within the Inline XBRL Document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| JACKSON FINANCIAL INC. | ||
|---|---|---|
| By: | /s/<br>Carrie L. Chelko | |
| Carrie<br> L. Chelko | ||
| Executive<br> Vice President and General Counsel | ||
| Date:<br> October 8, 2025 |
Exhibit 99.1
FOR IMMEDIATE RELEASE
Craig Smith to Retire as PPM America Presidentand CEO
LANSING,Mich./CHICAGO, Ill. — October 8, 2025 ¾ Jackson Financial Inc.^1^ (NYSE: JXN) (Jackson^®^) and PPM America, Inc. (PPM), an indirect, wholly-owned subsidiary of Jackson, announced today that after nearly 20 years of service, Craig Smith, President and Chief Executive Officer of PPM, intends to retire on December 31, 2025. While a search is conducted for his successor, Smith will begin to transition his day-to-day leadership responsibilities of PPM to Chris Raub, President, Jackson National Life Insurance Company (JNLIC), who will serve as the interim leader of PPM following Smith’s retirement.
“I am deeply appreciative of Craig’s steadfast leadership and contributions over the years. During his tenure, he helped PPM navigate significant change and helped establish Jackson’s successful track record as a stand-alone public company,” commented Laura Prieskorn, President and Chief Executive Officer of Jackson. “Craig has fostered a collaborative, client-centric approach, positioning PPM and Jackson well for future growth and success. I wish Craig the absolute best in retirement.”
“I am grateful to have had the opportunity to lead one of the best asset management teams in the business,” commented Smith. “It is inspiring to be a part of a team that exhibits clear dedication to clients, stakeholders and each other every day. I look forward to seeing PPM continue to evolve and grow with an unwavering focus on delivering value for its clients well into the future.”
Prieskorn continued, “As we prepare for this transition in leadership, I am confident Chris is well-suited for this interim role. He will provide oversight for PPM’s executive leadership team with a continued focus on delivering world-class investment performance and service to all clients and executing on key growth initiatives through global institutional channels.”
Raub has spent more than 25 years with Jackson in various roles, including Chief Risk Officer of Jackson and senior managing director and head of insurance assets at PPM. While serving in this interim capacity, he will maintain his responsibilities as President of JNLIC, including oversight of Jackson’s distribution, product development, operations, information technology and sub-advisor/fund accounting functions.
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^1^Jackson Financial Inc. is a U.S. holding company and the direct parent of Jackson Holdings LLC (JHLLC). The wholly-owned direct and indirect subsidiaries of JHLLC include Jackson National Life Insurance Company, Brooke Life Insurance Company, PPM America, Inc. and Jackson National Asset Management, LLC.
ABOUT JACKSON
Jackson^®^ (NYSE: JXN) is committed to helping clarify the complexity of retirement planning—for financial professionals and their clients. Through our range of annuity products, financial know-how, history of award-winning service* and streamlined experiences, we strive to reduce the confusion that complicates retirement planning. We take a balanced, long-term approach to responsibly serving all our stakeholders, including customers, shareholders, distribution partners, employees, regulators and community partners. We believe by providing clarity for all today, we can help drive better outcomes for tomorrow. For more information, visit www.jackson.com.
*SQM (Service Quality Measurement Group) Call Center Awards Programfor 2004 and 2006-2024. (Criteria used for Call Center World Class FCR Certification is 80% or higher of customers getting theircontact resolved on the first call to the call center (FCR) for 3 consecutive months or more.)
Jackson^®^ is the marketing name for Jackson Financial Inc., Jackson National Life Insurance Company^®^ (Home Office: Lansing, Michigan) and Jackson National Life Insurance Company of New York^®^ (Home Office: Purchase, New York).
About PPM America
Our mission is to be seen by clients and their advisors as a consistentlyreliable partner to help them achieve their long-term value goals.
PPM is a US-based institutional asset manager with $83.51 billion in assets under management as of June 30, 2025.^1^ Established in Chicago in 1990, PPM exists to consistently support institutional clients in achieving their long-term value goals. We offer our Midwestern mentality of hard work, straight talk, full transparency and humility. Our success is supported by a team-based culture that encourages debate, collaboration and consistency. At the center of our belief is the fact that our best ideas to date have and can come from any team member anywhere in our firm. We believe the success of our investment culture is best demonstrated by the strong retention of our clients and investment professionals.
^1^ AUM includes committed but unfunded capital for PPM’s private equity and commercial real estate businesses. AUM includes both securities issued by PPM CLO vehicles held by PPM separately managed account clients and the underlying collateral assets of the CLO vehicles managed by PPM.
SAFE HARBOR
The information in this press release contains forward-looking statements about future events and circumstances and their effects upon revenues, expenses and business opportunities. Generally speaking, any statement in this release not based upon historical fact is a forward-looking statement. Forward-looking statements can also be identified by the use of forward-looking or conditional words, such as “could,” “should,” “can,” “continue,” “estimate,” “forecast,” “intend,” “look,” “may,” “will,” “expect,” “believe,” “anticipate,” “plan,” “predict,” “remain,” “future,” “confident” and “commit” or similar expressions. In particular, statements regarding plans, strategies, prospects, targets and expectations regarding the business and industry are forward-looking statements. They reflect expectations, are not guarantees of performance and speak only as of the dates the statements are made. We caution investors that these forward-looking statements are subject to known and unknown risks and uncertainties that may cause actual results to differ materially from those projected, expressed, or implied. Factors that could cause actual results to differ materially from those in the forward-looking statements include those reflected in Part I, Item 1A. Risk Factors and Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 26, 2025, and elsewhere in the Company’s reports filed with the SEC. Except as required by law, Jackson Financial Inc. does not undertake to update such forward-looking statements. You should not rely unduly on forward-looking statements.
WEBSITE INFORMATION
Visit investors.jackson.com to view information regarding Jackson Financial Inc. We routinely use our investor relations website as a primary channel for disclosing key information to our investors. We may use our website as a means of disclosing material, non-public information and for complying with our disclosure obligations. Accordingly, investors should monitor our investor relations website, in addition to following our press releases, filings with the SEC, public conference calls, presentations, and webcasts. We and certain of our senior executives may also use social media channels to communicate with our investors and the public about our Company and other matters, and those communications could be deemed to be material information. The information contained on, or that may be accessed through, our website, our social media channels, or our executives’ social media channels is not incorporated by reference into and is not part of this release.
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Jackson Media Contact:
Layton Meng
mediarelations@jackson.com
PPM Media Contact:
Julie Bruzek
media@ppmamerica.com
Investor Relations Contact:
Andrew Campbell
andrew.campbell@jackson.com
PR3742 10/25