Item 1.01. Entry into a Material Definitive Agreement.

On November 23, 2021, Jackson Financial Inc. (the "Company") issued $1.6 billion aggregate principal amount of its senior unsecured notes pursuant to the terms of a Purchase Agreement dated November 17, 2021 (the "Purchase Agreement") between the Company and Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the initial purchasers named therein (the "Initial Purchasers"). A copy of the Purchase Agreement is filed as Exhibit 1.1 to this Report. See Item 2.03 below for a description of the senior unsecured notes and related agreements.

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

On November 23, 2021, the Company issued $1.6 billion aggregate principal amount of its senior unsecured notes consisting of:

· $600 million aggregate principal amount of 1.125% Senior Notes due November

22, 2023 (the "2023 Notes"),

· $500 million aggregate principal amount of 3.125% Senior Notes due November

23, 2031 (the "2031 Notes") and

· $500 million aggregate principal amount of 4.000% Senior Notes due November 23,


   2051 (the "2051 Notes" and, together with the 2023 Notes and the 2031 Notes,
   the "Senior Notes").

The Senior Notes were issued pursuant to the Company's Indenture dated as of November 23, 2021, with The Bank of New York Mellon Trust Company, N.A., as Trustee, as supplemented by three supplemental indentures each dated as of November 23, 2021 (the "Supplemental Indentures") providing for the terms of the 2023 Notes, the 2031 Notes and the 2051 Notes. The Senior Notes were sold without registration under the Securities Act of 1933, as amended (the "Securities Act"), to "qualified institutional buyers" under Rule 144A under the Securities Act and to "non-U.S. persons" outside the United States in reliance upon Regulation S under the Securities Act.

The Company agreed in a Registration Rights Agreement dated November 23, 2021, with the Initial Purchasers, to file with the Securities and Exchange Commission a registration statement with respect to a registered offer to exchange the Senior Notes for new exchange notes having substantially identical terms as the Senior Notes, or, in certain circumstances, to register the resale of the Senior Notes on a shelf registration statement. If the exchange offer is not completed, or if a shelf registration statement is required and has not become effective, in either case by December 31, 2022, or if a shelf registration statement ceases to be effective or the prospectus contained therein ceases to be usable under certain circumstances (each, a "registration default"), then additional interest shall accrue on the principal amount of the Senior Notes of a particular series that are "registrable securities" at a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provided that the rate at which such additional interest accrues on such series may in no event exceed 0.50% per annum). The additional interest will cease to accrue when the registration default is cured. A copy of the Registration Rights Agreement is filed as Exhibit 10.1 to this Report.

On November 23, 2021, the proceeds of the Senior Notes were used, together with cash on hand, to repay the Company's $1.6 billion aggregate principal amount term loan due May 2022.

A brief summary of the terms of the Senior Notes follows:





                 2023 Notes            2031 Notes           2051 Notes
Interest rate    1.125%                3.125%               4.000%
Interest Payment May 22 and November   May 23 and November  May 23 and November
Dates            22, commencing May    23, commencing May   23, commencing May
                 22, 2022              23, 2022             23, 2022
Optional         Redeemable in whole   Redeemable in whole  Redeemable in whole
Redemption       or in part at         or in part at        or in part at
                 Company's option at   Company's option (i) Company's option (i)
                 any time prior to     at any time prior to at any time prior to
                 maturity at a         August 23, 2031 at a May 23, 2051 at a
                 redemption price      redemption price     redemption price
                 equal to the greater  equal to the greater equal to the greater
                 of 100% of the        of 100% of the       of 100% of the
                 principal amount to   principal amount to  principal amount to
                 be redeemed or a      be redeemed or a     be redeemed or a
                 "make-whole"          "make-whole"         "make-whole"
                 redemption price      redemption price     redemption price
                 calculated as         calculated as        calculated as
                 provided in the       provided in the      provided in the
                 applicable            applicable           applicable
                 Supplemental          Supplemental         Supplemental
                 Indenture, plus       Indenture, plus      Indenture, plus
                 accrued and unpaid    accrued and unpaid   accrued and unpaid
                 interest up to but    interest up to but   interest up to but
                 excluding the         excluding the        excluding the
                 redemption date       redemption date, and redemption date, and
                                       (ii) on or after     (ii) on or after May
                                       August 23, 2031 at a 23, 2051 at a
                                       redemption price     redemption price
                                       equal to 100% of the equal to 100% of the
                                       principal amount to  principal amount to
                                       be redeemed, plus    be redeemed, plus
                                       accrued and unpaid   accrued and unpaid
                                       interest up to but   interest up to but
                                       excluding the        excluding the
                                       redemption date      redemption date




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The Indenture contains covenants that restrict the Company's ability, with specified exceptions, to (i) incur debt secured by any capital stock of Jackson National Life Insurance Company ("JNLIC"), or any entity (other than the Company) having direct or indirect control of JNLIC, unless the Senior Notes are secured equally and ratably with (or prior to) such secured debt so long as such debt is so secured; (ii) sell or otherwise dispose of any shares of capital stock of JNLIC, or any entity (other than the Company) having direct or indirect control of JNLIC; and (iii) merge with or into or consolidate with another entity or convey, lease or otherwise transfer all or substantially all of the Company's assets to any other entity. Events of default include failure to pay interest or principal, cross defaults to material indebtedness, and insolvency and bankruptcy events.

A copy of the Indenture is attached to this Report as Exhibit 4.1 and is incorporated in this Report by reference. Copies of the Supplemental Indentures, which set forth the terms of the Senior Notes, are attached to this Report as Exhibits 4.2 (2023 Notes), 4.3 (2031 Notes) and 4.4 (2051 Notes) and are incorporated in this Report by reference.

Certain Initial Purchasers or their affiliates are lenders under the Company's credit facilities and, as such, received net proceeds from the offering of the Senior Notes in connection with the repayment of the Company's term loan due May 2022. In addition, in connection with the credit agreement that governs the Company's term loans, Citibank, N.A., an affiliate of Citigroup Global Markets Inc., acts as administrative agent and, (i) together with Morgan Stanley Senior Funding, Inc., Barclays Bank PLC, BofA Securities, Inc., JPMorgan Chase Bank, N.A. and Wells Fargo Securities, LLC, acted as joint lead arrangers and bookrunners, and (ii) Morgan Stanley Senior Funding, Inc. acted as a syndication agent. In connection with the Company's revolving credit facility, Citibank, N.A., an affiliate of Citigroup Global Markets Inc., acts as administrative agent and, together with Morgan Stanley Senior Funding, Inc., Barclays Bank PLC, BofA Securities, Inc., JPMorgan Chase Bank, N.A. and Wells Fargo Securities, LLC, acted as joint lead arrangers.

Certain Initial Purchasers or their affiliates have engaged in, and may in the future engage in, other commercial and investment banking and commercial dealings in the ordinary course of business with the Company and its affiliates. The Initial Purchasers and their affiliates have received, or may in the future receive, customary fees and commissions for these transactions.

Esta Stecher, the Chair of Goldman Sachs Bank USA and a board member of several banking and investment banking subsidiaries of The Goldman Sachs Group, Inc., is a director of the Company. Goldman Sachs & Co. LLC, one of the Initial Purchasers, is an affiliate of both Goldman Sachs Bank USA and The Goldman Sachs Group, Inc.

Item 9.01. Financial Statements and Exhibits.






(d) Exhibits.



Exhibit No.          Description
  1.1                  Purchase Agreement dated November 17, 2021 between Jackson
                     Financial Inc. and Citigroup Global Markets Inc., J.P.
                     Morgan Securities LLC and Morgan Stanley & Co. LLC, as
                     representatives of the initial purchasers named therein.
  4.1                  Indenture dated as of November 23, 2021 between Jackson
                     Financial Inc. and The Bank of New York Mellon Trust
                     Company, N.A., as Trustee.


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  4.2                  First Supplemental Indenture dated as of November 23, 2021
                     between Jackson Financial Inc. and The Bank of New York
                     Mellon Trust Company, N.A., as Trustee, relating to the 2023
                     Notes.
  4.3                  Second Supplemental Indenture dated as of November 23,
                     2021 between Jackson Financial Inc. and The Bank of New York
                     Mellon Trust Company, N.A., as Trustee, relating to the 2031
                     Notes.
  4.4                  Third Supplemental Indenture dated as of November 23, 2021
                     between Jackson Financial Inc. and The Bank of New York
                     Mellon Trust Company, N.A., as Trustee, relating to the 2051
                     Notes.
  10.1                 Registration Rights Agreement dated November 23, 2021
                     between Jackson Financial Inc. and Citigroup Global Markets
                     Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co.
                     LLC, as representatives of the initial purchasers named
                     therein.
104                  Cover Page Interactive Data File (the cover page XBRL tags
                     are embedded within the Inline XBRL Document)




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