Form 8-K

8-K — Jackson Financial Inc.

Accession: 0001104659-26-074038

Filed: 2026-06-15

Period: 2026-06-15

CIK: 0001822993

SIC: 6311 (LIFE INSURANCE)

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

Item: Financial Statements and Exhibits

Documents

8-K — tm2616971d4_8k.htm (Primary)

EX-1.1 — EXHIBIT 1.1 (tm2616971d4_ex1-1.htm)

EX-4.2 — EXHIBIT 4.2 (tm2616971d4_ex4-2.htm)

EX-5.1 — EXHIBIT 5.1 (tm2616971d4_ex5-1.htm)

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UNITED STATES

SECURITIES AND

EXCHANGE COMMISSION

Washington, D.C.

20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934

Date of

Report (Date of earliest event reported): June

15, 2026

Jackson Financial Inc.

(Exact name

of registrant as specified in its charter)

Delaware

001-40274

98-0486152

(State or other jurisdiction of incorporation)

(Commission

File

Number)

(I.R.S.

Employer Identification No.)

1 Corporate Way,

Lansing,

Michigan

48951

(Address of principal

executive offices)

(Zip Code)

(517) 381-5500

(Registrant’s

telephone number, including area code)

N/A

(Former name

or former address, if changed since 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

Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange

Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under

the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under

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

Class A Common Stock, Par Value $0.01 Per Share

JXN

New 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 under the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 under 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 2.03 Creation of a Direct Financial Obligation or an Obligation

under an Off-Balance Sheet Arrangement of a Registrant.

On June 15, 2026, Jackson Financial Inc. (the “Company”)

issued $750 million aggregate principal amount of its 6.150% Senior Notes due 2037 (the “Senior Notes”). The Senior Notes

will mature on January 15, 2037. Interest on the Senior Notes accrues at the rate of 6.150% per annum and is payable semi-annually

on January 15 and July 15 of each year, commencing July 15, 2026. Prior to October 15, 2036 (the “Par Call Date”),

the Senior Notes will be redeemable at the Company’s option, in whole or in part, at a redemption price equal to the greater of

(1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the

redemption date (assuming the Senior Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of

twelve 30-day months) at the Treasury Rate (as defined in the Supplemental Indenture referred to below) plus 25 basis points, less (b) interest

accrued and unpaid to the date of redemption, and (2) 100% of the principal amount of the Senior Notes to be redeemed plus, in either

case, accrued and unpaid interest thereon to the redemption date. On or after the Par Call Date, the Senior Notes will be redeemable at

the Company’s option, in whole or in part, at a redemption price equal to 100% of the principal amount of the Senior Notes to be

redeemed, plus accrued and unpaid interest thereon to the redemption date. The Senior Notes are unsecured.

The Senior Notes were issued pursuant to the Company’s Indenture

dated as of November 23, 2021 (the “Indenture”), with The Bank of New York Mellon Trust Company, N.A., as Trustee, as

supplemented by a supplemental indenture (the “Supplemental Indenture”) providing for the terms of the Senior Notes. 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.

The net proceeds of the Senior Notes are expected to be used for general

corporate purposes, which may include, among other things, (i) repaying or redeeming at or before maturity, the Company’s $400,000,000

5.170% Senior Notes due June 8, 2027 and/or JNLIC’s $250,000,000 8.15% surplus notes due March 15, 2027.

The Senior Notes were sold pursuant to an Underwriting Agreement dated

June 8, 2026 with Deutsche Bank Securities Inc., BNP Paribas Securities Corp., J.P. Morgan Securities LLC, and SC America Securities,

LLC, as representatives of several underwriters named therein (the “Underwriters”). A copy of the Underwriting Agreement is

filed as Exhibit 1.1 to this report. The Senior Notes were sold pursuant to the Company’s registration statement on Form S-3

(File No. 333-284340).

Certain Underwriters 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 Underwriters and their affiliates have received, or may in the future receive, customary fees and commissions

for these transactions.

A copy of the Indenture and the Supplemental Indenture, which sets

forth the terms of the Senior Notes, are attached to this report as Exhibits 4.1 and 4.2, respectively, and are incorporated in this report

by reference.

In connection with the issuance of the Senior Notes, Willkie Farr &

Gallagher LLP provided the Company with the legal opinion letter attached to this report as Exhibit 5.1.

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,” “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. Other 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, 2025, as filed with the U.S. Securities and Exchange Commission

(the “SEC”) on February 24, 2026, 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 report.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

1.1

Underwriting Agreement dated June 8, 2026, between Jackson Financial Inc. and Deutsche Bank Securities Inc., BNP Paribas Securities Corp., J.P. Morgan Securities LLC and SC America Securities, LLC, as representatives of the underwriters 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 (incorporated by reference to Exhibit 4.1 of Jackson Financial Inc.’s Current Report on Form 8-K, dated November 23, 2021).

4.2

Eighth Supplemental Indenture dated as of June 15, 2026, between Jackson Financial Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee.

4.3

Form of Senior Note (included as Exhibit A to Exhibit 4.2 above).

5.1

Opinion letter dated June 15, 2026 of Willkie Farr & Gallagher LLP

23.1

Consent of Willkie Farr & Gallagher LLP (included in Exhibit 5.1 above)

104

Cover Page Interactive Data File (the cover 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.

Date: June 15, 2026

By:

/s/ Don W.

Cummings

Name:

Don W.

Cummings

Title:

Executive Vice

President and Chief Financial Officer

EX-1.1 — EXHIBIT 1.1

EX-1.1

Filename: tm2616971d4_ex1-1.htm · Sequence: 2

Exhibit 1.1

JACKSON FINANCIAL INC.

$750,000,000 principal amount of 6.150% Senior

Notes due 2037

Underwriting Agreement

June 8, 2026

Deutsche Bank Securities Inc.

BNP Paribas Securities Corp.

J.P. Morgan Securities LLC

SG Americas Securities, LLC

As Representatives of the Underwriters

Deutsche Bank Securities Inc.

1 Columbus Circle

New York, New York 10019

BNP Paribas Securities Corp.

787 Seventh Avenue

New York, New York 10019

J.P. Morgan Securities LLC

270 Park Avenue

New York, New York 10017

SG Americas Securities, LLC

245 Park Avenue

New York, New York 10167

Ladies and Gentlemen:

Jackson Financial Inc., a corporation organized

under the laws of Delaware (the “Company”), proposes to issue and sell to the several underwriters named in Schedule II

hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $750,000,000

principal amount of its 6.150% Senior Notes due 2037 (the “Securities”). The Securities are to be issued under an indenture,

dated as of November 23, 2021 (the “Base Indenture”), between the Company and The Bank of New York Mellon Trust Company,

N.A., as trustee (the “Trustee”), as supplemented by the Eighth Supplemental Indenture, to be dated as of the Closing Date

(as defined below) (the “Eighth Supplemental Indenture”; and the Base Indenture, as supplemented and amended by the Eighth

Supplemental Indenture, being referred to herein as the “Indenture”). To the extent there are no additional parties listed

on Schedule II other than you, the term Representatives as used herein shall mean you as the Underwriters, and the terms shall be

construed as equivalents. The terms Representatives and Underwriters shall mean either the singular or plural as the context requires.

The use of the neuter in this Agreement shall include the feminine and masculine wherever appropriate.

The Company has prepared and

filed with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement as defined

in Rule 405 under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively,

the “Securities Act”), on Form S-3 (File No. 333-284340), including a base prospectus dated January 17, 2025,

relating to the Securities and other securities of the Company (the “Basic Prospectus”). The registration statement as amended

to the date of this Agreement, including the information (if any) deemed to be part of the registration statement pursuant to Rule 430B

under the Securities Act, is hereinafter referred to as the “Registration Statement.” The Basic Prospectus, as supplemented

by the prospectus supplement relating to the offering of the Securities, in the form first used to confirm sales of Securities (or in

the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities

Act), is hereinafter referred to as the “Prospectus.” The Basic Prospectus, as supplemented by the preliminary prospectus

supplement, dated June 8, 2026, relating to the offering of the Securities, in the form filed with the Commission pursuant to Rule 424(b) under

the Securities Act is hereinafter referred to as the “Preliminary Prospectus.”

For purposes of this Agreement, “free writing

prospectus” has the meaning set forth in Rule 405 under the Securities Act, “Disclosure Package” means the Preliminary

Prospectus together with any free writing prospectus set forth in Schedule III hereto and any writings in addition to the Preliminary

Prospectus that the parties expressly agree in writing to treat as part of the Disclosure Package (“Issuer Written Information”),

and “road show” means any road show as defined in Rule 433(h) under the Securities Act. As used herein, the terms

“Registration Statement,” “Basic Prospectus,” “Preliminary Prospectus,” “Disclosure Package”

and “Prospectus” shall include the documents incorporated by reference therein pursuant to Item 12 of Form S-3

under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus,

as the case may be. The terms “supplement,” “amendment,” and “amend” as used herein with respect

to the Registration Statement, the Prospectus, the Disclosure Package, any preliminary prospectus supplement or free writing prospectus

shall include all documents subsequently filed by the Company with the Commission pursuant to the Securities Exchange Act of 1934, as

amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”), that are deemed

to be incorporated by reference therein. “Execution Time” means the date and time that this Agreement is executed and delivered

by the parties hereto.

1.            Representations

and Warranties. The Company represents and warrants to, and agrees with, each Underwriter as set forth below in this Section 1.

(a)            The

Registration Statement is an “automatic shelf registration statement” as defined in Rule 405 under the Securities Act

that has been filed with the Commission not earlier than three years prior to the date hereof; the Registration Statement has become

effective; no order of the Commission suspending the effectiveness of the Registration Statement is in effect, and no proceedings for

such purpose or pursuant to Section 8A of the Securities Act are pending before or, to the Company’s knowledge, threatened

by the Commission. The Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) eligible to use

the Registration Statement as an automatic shelf registration statement and the Company has not received notice that the Commission objects

to the use of the Registration Statement, including as an automatic shelf registration statement.

(b)            (i) The

Registration Statement, when it became effective and as of the effective date of any amendment thereto, did not and will not contain

any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements

therein not misleading, and complied and will comply in all material respects with the Securities Act, (ii) the Prospectus, as of

the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date, will not contain any untrue statement

of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances

under which they were made, not misleading, and will comply in all material respects with the Securities Act, (iii) the Disclosure

Package, as of the time of each sale of the Securities in connection with the offering when the Prospectus is not yet available to prospective

purchasers and as of the Closing Date, did not and will not contain any untrue statement of a material fact or omit to state a material

fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading,

and will comply in all material respects with the Securities Act, (iv) any preliminary prospectus supplement filed as part of the

Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the Securities

Act, complied when so filed in all material respects with the Securities Act, and (v) each road show, if any, when considered together

with the Disclosure Package, does not contain any untrue statement of a material fact or omit to state a material fact necessary in order

to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided that the

representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement, the

Disclosure Package or the Prospectus based upon and in conformity with information relating to any Underwriter furnished to the Company

in writing by such Underwriter through you expressly for use therein, it being understood and agreed that the only such information furnished

by any Underwriter consists of the information described as such in Section 8(b) hereof. No statement of material fact included

in the Prospectus has been omitted from the Disclosure Package and no statement of material fact included in the Disclosure Package that

is required to be included in the Prospectus has been omitted therefrom.

than the Registration Statement, the Preliminary Prospectus and the Prospectus, the Company (including its agents and representatives,

other than the Underwriters in their capacity as such) has not made, used, authorized, approved or referred to and will not make, use,

authorize, approve or refer to any Issuer Written Information that constitutes an offer to sell or solicitation of an offer to buy the

Securities, other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities

Act or Rule 134 under the Securities Act, (ii) the documents set forth in Schedule III hereto, (iii) each road show

and (iv) any other written communications approved in writing in advance by the Representatives. Each such Issuer Written Information

complies in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed

in accordance with the Securities Act (to the extent required thereby) and does not conflict with the information contained in the Registration

Statement or the Disclosure Package, and, when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery

of, such Issuer Written Information, did not, and as of the Closing Date, will not, contain any untrue statement of a material fact or

omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were

made, not misleading, provided that the Company makes no representation and warranty with respect to any statements or omissions

made in each such Issuer Written Information based upon and in conformity with information relating to any Underwriter furnished to the

Company in writing by such Underwriter through the Representatives expressly for use in such Issuer Written Information, it being understood

and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.

(d)            The

documents filed or are to be filed pursuant to the Exchange Act and incorporated by reference in the Registration Statement, the Prospectus

and the Disclosure Package, when they were filed with the Commission conformed or will conform in all material respects to the requirements

of the Exchange Act, and none of such documents contained or will contain any untrue statement of a material fact or omitted or will

omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made,

not misleading.

(e)            The

Company is not an “ineligible issuer” in connection with the offering pursuant to Rules 164, 405 and 433 under the Securities

Act.

(f)             The

Company is not, and after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described

in the Disclosure Package and the Prospectus will not be, required to register as an “investment company” as such term is

defined in the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder.

(g)            The

Company has not taken, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any

stabilization or manipulation of the price of the Securities.

(h)            Each

of the Company and each Significant Subsidiary (as defined below) has been (i) duly incorporated or organized, as applicable, and

is validly existing and in good standing (to the extent that such concept is applicable) under the laws of its jurisdiction of incorporation

or organization, with power and authority (corporate and other) to own its properties and conduct its business as described in the Disclosure

Package and the Prospectus, and (ii) duly qualified to transact business and is in good standing under the laws of each other jurisdiction

in which it owns or leases properties or conducts any business that requires such qualification, except to the extent that the failure

to be so qualified, be in good standing or have such power or authority would not reasonably be expected to have a material adverse change

or effect, or any development involving a prospective material adverse change or effect, in or affecting (a) the business, properties,

general affairs, management, financial position, stockholders’ equity or results of operations of the Company and its subsidiaries,

taken as a whole or (b) the ability of the Company to perform its obligations under this Agreement, including the issuance and sale

of the Securities (a “Material Adverse Effect”). For purposes of this Agreement, “Significant Subsidiary” means

the subsidiaries listed on Annex A hereto.

(i)             All

of the issued shares of capital stock or other equity interests, as applicable, of each Significant Subsidiary of the Company have been

duly and validly authorized and issued, are fully paid and non-assessable and, except as disclosed in the Disclosure Package and the

Prospectus, are owned directly or indirectly by the Company, free and clear of all material liens, encumbrances, equities or claims.

(j)             The

subsidiaries listed on Annex A attached hereto are the only “significant subsidiaries” of the Company (as defined in

Rule 1-02 of Regulation S-X).

(k)            All

the outstanding shares of capital stock of the Company have been duly authorized and are validly issued, fully paid and non-assessable

and are not subject to any preemptive rights.

(l)             The

holders of outstanding shares of capital stock of the Company are not entitled to preemptive or other rights to subscribe for the Securities;

and, except as set forth in or contemplated in the Disclosure Package and the Prospectus, no options, warrants or other rights to purchase,

agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, shares of capital

stock of or ownership interests in the Company are outstanding.

(m)           Each

subsidiary of the Company that is required to be organized and licensed as an insurance company (each, an “Insurance Subsidiary”

and, collectively, the “Insurance Subsidiaries”) is duly organized and licensed as an insurance company in the jurisdiction

in which it is chartered or organized and is duly licensed or authorized as an insurer in each other jurisdiction where it is required

to be so licensed or authorized to conduct its business as described in the Disclosure Package and the Prospectus, except in each case

where the failure to be so licensed or authorized in each other jurisdiction would not reasonably be expected to have a Material Adverse

Effect; each of the Company and each Insurance Subsidiary has made all required filings under applicable insurance company statutes and

has filed all notices, reports, documents or other information required to be filed thereunder, except in each case where the failure

to do so would not reasonably be expected to have a Material Adverse Effect; each of the Company and each Insurance Subsidiary has all

other necessary authorizations, approvals, orders, consents, licenses, certificates, permits, registrations and qualifications, of and

from all insurance regulatory authorities necessary to conduct their respective existing businesses as described in the Disclosure Package

and the Prospectus, except where the failure to have such authorizations, approvals, orders, consents, licenses, certificates, permits,

registrations or qualifications, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect

and except as set forth or contemplated in the Disclosure Package and the Prospectus; none of the Company or any Insurance Subsidiary

has received any notification from any insurance regulatory authority to the effect that any additional authorization, approval, order,

consent, license, certificate, permit, registration or qualification from any insurance regulatory authority is needed to be obtained

by any of the Company or any Insurance Subsidiary other than in any case where the failure to acquire such additional authorization,

approval, order, consent, license, certificate, permit, registration or qualification, individually or in the aggregate, would not reasonably

be expected to have a Material Adverse Effect; except as set forth in the Disclosure Package and the Prospectus, no subsidiary of the

Company is currently prohibited, directly or indirectly, under any law, rule, regulation, agreement or other instrument to which it is

a party or is subject, from paying any dividends to the Company, from making any other distribution on such subsidiary’s capital

stock or similar ownership interest, from repaying to the Company any loans or advances to such subsidiary from the Company or from transferring

any of such subsidiary’s properties or assets to the Company or any other subsidiary of the Company except where such prohibition

would not reasonably be expected to have a Material Adverse Effect; and except as set forth in the Disclosure Package and the Prospectus,

no insurance regulatory authority having jurisdiction over any Insurance Subsidiary has issued any order or decree impairing, restricting

or prohibiting (i) the payment of dividends by any Insurance Subsidiary to its parent or the payment of dividends by such parent

to the Company (directly or indirectly through one or more intermediate holding companies directly or indirectly wholly owned by the

Company) or (ii) the continuation of the business of the Company or any of the Insurance Subsidiaries in all material respects as

presently conducted.

(n)            The

statements in the Disclosure Package and the Prospectus under the headings “Description of Notes,” “Description of

Senior and Subordinated Debt Securities” and “U.S. Federal Income Tax Considerations” fairly summarize in all material

respects the matters therein described.

(o)            This

Agreement has been duly authorized, executed and delivered by the Company. The Indenture has been duly authorized by the Company, has

been duly qualified under the Trust Indenture Act of 1939, as amended, and, assuming due authorization, execution and delivery thereof

by the Trustee, when executed and delivered by the Company, will constitute a legal, valid, binding instrument enforceable against the

Company in accordance with its terms (subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency,

moratorium or other laws affecting creditors’ rights generally from time to time in effect and to general principles of equity);

and the Securities have been duly authorized, and, when executed and authenticated in accordance with the provisions of the Indenture

and delivered to and paid for by the Underwriters, will have been duly executed and delivered by the Company and will constitute the

legal, valid and binding obligations of the Company enforceable against the Company in accordance with its terms and entitled to the

benefits of the Indenture (subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium

or other laws affecting creditors’ rights generally from time to time in effect and to general principles of equity).

(p)            The

execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement, the Indenture

and the Securities, including the issuance and sale of the Securities, or the consummation of any other of the transactions herein or

therein contemplated, or the fulfillment of the terms hereof or thereof will not (i) conflict with or result in a breach or violation

of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance

upon any property, right or asset of the Company or any of its subsidiaries pursuant to any indenture, mortgage, deed of trust, loan

agreement, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company

or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject; (ii) result

in any violation of the provisions of the certificate of incorporation or bylaws of the Company; or (iii) result in any violation

of any law or any judgment, order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company

or any subsidiary; except, in the case of clauses (i) and (iii) above, for any such conflict, breach, violation, default,

lien, charge, encumbrance, judgment, order or decree that, individually or in the aggregate, would not reasonably be expected to have

a Material Adverse Effect. No consent, approval, authorization, order, registration or qualification of or with any court or governmental

agency or body having jurisdiction over the Company is required for the execution and delivery by the Company of, and the performance

by the Company of its obligations under, this Agreement, the Indenture and the Securities, including the issuance and sale of the Securities,

or the consummation of any other of the transactions herein or therein contemplated, except such as may be required by the securities

or Blue Sky laws of the various states securities laws in which the Securities are offered and sold.

(q)            The

financial statements included or incorporated by reference in the Disclosure Package and the Prospectus, together with the related schedules

and notes, comply in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, including

the applicable accounting requirements of Regulation S-X (“Regulation S-X”), and present fairly in all material

respects the financial position of the Company and its subsidiaries at the dates indicated and the results of operations and changes

in cash flows of the Company and its subsidiaries for the periods specified; said financial statements have been prepared in conformity

with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved.

The supporting schedules, if any, present fairly in all material respects, in accordance with GAAP the information required to be stated

therein. Except as included or incorporated by reference therein, no historical or pro forma financial statements or supporting schedules

are required to be included or incorporated by reference in the Disclosure Package and the Prospectus under the Securities Act. The disclosure

contained in the Disclosure Package and the Prospectus under the heading “Non-GAAP Financial Measures” regarding “non-GAAP

financial measures” (as such term is defined by the rules and regulations of the Commission) complies in all material respects

with Item 10(e) of Regulation S-K of the Exchange Act.

(r)            Other

than as set forth in the Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions,

demands, claims, suits, arbitrations, inquiries or proceedings (“Actions”) pending to which the Company or any of its subsidiaries

is a party or of which any property or assets of the Company or any of its subsidiaries is the subject which, if determined adversely

to the Company or any of its subsidiaries, would, individually or in the aggregate, reasonably be expected to have a Material Adverse

Effect; to the Company’s knowledge, no such Actions are threatened by governmental authorities or others; and there are no such

Actions that are required to be included or incorporated by reference in the Disclosure Package and the Prospectus under the Securities

Act that are not so included or incorporated by reference.

(s)            The

Company and its subsidiaries have valid title to all real and personal property owned by them that are material to the business of the

Company and its subsidiaries, in each case free and clear of all liens, encumbrances and defects, except such as are described in the

Disclosure Package and the Prospectus or such as do not materially affect the value of such property and do not materially interfere

with the use made and proposed to be made of such property by the Company and its subsidiaries; and any real property held under lease

by the Company and its subsidiaries that are material to the business of the Company and its subsidiaries are held by them under valid

leases with such exceptions as do not materially interfere with the use made and proposed to be made of such property by the Company

and its subsidiaries.

(t)            Neither

the Company nor any of its Significant Subsidiaries is (i) in violation of its certificate of incorporation or bylaws (or other

applicable organizational document), (ii) in violation of any statute, judgment, law, order, rule, decree or regulation of any court

or governmental agency or body having jurisdiction over the Company or any of its Significant Subsidiaries or any of their properties

(including the insurance laws and regulations of the states of incorporation of the Company’s Insurance Subsidiaries and the insurance

laws and regulations of other applicable jurisdictions) or (iii) in default in the performance or observance of any obligation,

agreement, condition, covenant or condition contained in any indenture, contract, mortgage, deed of trust, note agreement, loan agreement,

lease or other agreement, obligation, condition, covenant or instrument to which it is a party or by which it or any of its properties

may be bound; except, in the case of the foregoing clauses (ii) and (iii), for such defaults as would not, individually or

in the aggregate, reasonably be expected to have a Material Adverse Effect.

(u)            KPMG

LLP, which has certified certain financial statements of the Company and its subsidiaries, is an independent registered public accounting

firm with respect to the Company and its subsidiaries as required by the Securities Act and the Public Company Accounting Oversight Board

(United States).

(v)            The

Company and each of its subsidiaries have filed all federal, state, local and foreign tax returns required to be filed by them through

the date hereof or have requested extensions thereof and have paid all taxes required to be paid by them (except for cases in which the

failure to file or pay would not reasonably be expected to have a Material Adverse Effect or except as currently being contested in good

faith and for which reserves required by GAAP have been created in the financial statements of the Company); and, except as described

in the Disclosure Package and the Prospectus, there is no tax deficiency that has been determined adversely to the Company or any of

its subsidiaries or any of their respective properties or assets (nor does the Company nor any of its subsidiaries have any notice or

knowledge of any tax deficiency which would reasonably be expected to be determined adversely to the Company or its subsidiaries or any

of their respective properties or assets); except, in each case, as would not, individually or in the aggregate, reasonably be expected

to have a Material Adverse Effect.

(w)            No

material labor dispute with the employees of the Company or any of its subsidiaries exists, except as described in the Disclosure Package

and the Prospectus, or, to the knowledge of the Company, is imminent; and the Company is not aware of any existing, threatened or imminent

labor disturbance by the employees of any of its principal suppliers, manufacturers or contractors that would reasonably be expected

to have a Material Adverse Effect.

(x)            The

Company and each of its subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and

in such amounts as are prudent and customary in the businesses in which they are engaged; all policies of insurance and fidelity or surety

bonds insuring the Company or any of its subsidiaries or their respective businesses, assets, officers and directors are, to the knowledge

of the Company, in full force and effect; the Company and its consolidated subsidiaries are in compliance with the terms of such policies

and instruments in all material respects; and there are no claims by the Company or any of its subsidiaries under any such policy or

instrument as to which any insurance company is denying liability or defending under a reservation of rights clause that would reasonably

be expected to have a Material Adverse Effect; neither the Company nor any of its subsidiaries has been refused any insurance coverage

sought or applied for; and neither the Company nor any of its subsidiaries has any reason to believe that it will not be able to renew

its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary

to continue its business at a cost that would not reasonably be expected to have a Material Adverse Effect, except as set forth in the

Disclosure Package and the Prospectus (exclusive of any supplement thereto).

(y)            The

Company and its subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state or foreign

regulatory authorities necessary to conduct their respective businesses, except where the failure to possess the same would not, individually

or in the aggregate, reasonably be expected to have a Material Adverse Effect; and neither the Company nor any of its subsidiaries has

received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit that,

individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to have

a Material Adverse Effect, except as described in the Disclosure Package and the Prospectus.

(z)            Except

as described in the Disclosure Package and the Prospectus, the Company maintains a system of internal controls that are sufficient to

provide reasonable assurance that (A) transactions are executed in accordance with management’s general or specific authorization,

(B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain

accountability for assets, (C) access to assets is permitted only in accordance with management’s general or specific authorization

and (D) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action

is taken with respect to any differences.

(aa)          (i) Each

employee benefit plan, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended

(“ERISA”), for which the Company or of its subsidiaries would have any liability (each, a “Plan”) has been maintained

in compliance in all material respects with the requirements of ERISA and the Internal Revenue Code of 1986, as amended (the “Code”);

(ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with

respect to any Plan excluding transactions effected pursuant to a statutory or administrative exemption; (iii) for each Plan that

is subject to the funding rules of Section 412 of the Code or Section 302 of ERISA, no such Plan has failed (whether or

not waived), or is reasonably expected to fail, to satisfy the minimum funding standards (within the meaning of Section 302 of ERISA

or Section 412 of the Code) applicable to such Plan; (iv) no such Plan is, or is reasonably expected to be, in “at risk

status” (within the meaning of Section 303(i) of ERISA) or “endangered status” or “critical status”

(within the meaning of Section 305 of ERISA); (v) no “reportable event” (within the meaning of Section 4043(c) of

ERISA) with regard to the funding rules of Section 412 of the Code and a Plan’s ability to pay benefits thereunder when

due has occurred; (vi) each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and

the Company shall undertake to maintain such qualification of each Plan and (vii) neither the Company nor any of its subsidiaries

has incurred, nor reasonably expects to incur, any material liability under Title IV of ERISA (other than contributions to the Plan

or premiums to the PBGC, in the ordinary course and without default) in respect of a Plan, except in each case with respect to the events

or conditions set forth in (i) through (vii) hereof, as would not, individually or in the aggregate, reasonably be expected

to have a Material Adverse Effect.

(bb)          The

operations of the Company and its subsidiaries are and have been conducted at all times in compliance in all material respects with the

requirements of applicable anti-money laundering laws, including, but not limited to, the Bank Secrecy Act of 1970, as amended by the

USA PATRIOT ACT of 2001, and the rules and regulations promulgated thereunder, and the applicable anti-money laundering laws of

the various jurisdictions in which the Company and its subsidiaries conduct business (collectively, the “Anti-Money Laundering

Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving

the Company or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company,

threatened.

(cc)          None

of the Company or any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or Affiliate of

the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government,

including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury, or the U.S. Department of

State and including, without limitation, the designation as a “specially designated national” or “blocked person,”

the European Union, His Majesty’s Treasury, the United Nations Security Council, or other relevant sanctions authority (collectively,

“Sanctions”), nor is the Company or any of its subsidiaries located, organized, or resident in a country or territory that

is the subject or target of Sanctions (including, without limitation, the Crimea, the Kherson, the Zaporizhzhia, the so-called Donetsk

People’s Republic and the so-called Luhansk People’s Republic regions and any other Covered Region of Ukraine identified

pursuant to Executive Order 14065, Cuba, Iran, North Korea and Syria (prior to July 1, 2025)), and the Company will not directly

or indirectly use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds

to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with

any person, or in any country or territory, that, at the time of such funding, is the subject or the target of Sanctions or (ii) in

any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter,

advisor, investor or otherwise) of Sanctions; since April 24, 2019, the Company and its subsidiaries have not knowingly engaged

in and are not now knowingly engaged in any dealings or transactions with any person, or in any country or territory, that at the time

of the dealing or transaction is or was the subject of Sanctions in a manner that would violate any Sanctions.

(dd)          (i) None

of the Company, any of its subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee, Affiliate or other

person associated with or acting on behalf of the Company or any of its subsidiaries has (A) made, offered, promised or authorized

any unlawful contribution, gift, entertainment or other unlawful expense (or taken any act in furtherance thereof); (B) made, offered,

promised or authorized any direct or indirect unlawful payment; or (C) violated or is in violation of any provision of the Foreign

Corrupt Practices Act of 1977, the Bribery Act 2010 of the United Kingdom or any other applicable anti-bribery or anti-corruption law;

and (ii) the Company and its Affiliates have conducted their businesses in compliance in all material respects with applicable anti-corruption

laws and have policies and procedures reasonably designed to promote and achieve compliance with such laws.

(ee)          Neither

the Company nor any of its subsidiaries has, since the date of the latest audited financial statements included or incorporated by reference

in the Disclosure Package and the Prospectus, (i) sustained any material loss or interference with its business from fire, explosion,

flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree

of any court or arbitrator or governmental or regulatory authority or (ii) entered into any transaction or agreement (whether or

not in the ordinary course of business) that is material to the Company and its subsidiaries taken as a whole or incurred any liability

or obligation, direct or contingent, that is material to the Company and its subsidiaries taken as a whole, in each case other than as

set forth or contemplated in the Disclosure Package and the Prospectus; and, since the respective dates as of which information is given

in the Disclosure Package, there has not been any material change in the capital stock (other than as a result of (i) the exercise,

if any, of stock options or the award, if any, of stock options or restricted stock in the ordinary course of business pursuant to the

Company’s equity plans that are described in the Disclosure Package and the Prospectus, (ii) the issuance, if any, of stock

upon conversion of Company securities as described in the Disclosure Package or the Prospectus or (iii) the purchase of outstanding

shares of the Company’s common stock pursuant to its stock repurchase program described in the Disclosure Package and the Prospectus)

or long-term debt of the Company and any of its subsidiaries.

(ff)           (A) There

has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to the Company or its

subsidiaries information technology and computer systems, networks, hardware, software, data and databases (including the data and information

of their respective customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company

and its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiaries), equipment

or technology (collectively, “IT Systems and Data”), (B) neither the Company nor its subsidiaries have been notified

of, and each of them have no knowledge of any event or condition that could result in, any security breach or incident, unauthorized

access or disclosure or other compromise to their IT Systems and Data and (C) the Company and its subsidiaries have implemented

controls, policies, procedures, and technological safeguards to maintain and protect, in all material respects, the integrity, continuous

operation, redundancy and security of their IT Systems and Data reasonably consistent with industry standards and practices, or as required

by applicable regulatory standards, except with respect to clauses (A) and (B), for any such security breach or incident, unauthorized

access or disclosure, or other compromises, as would not have a Material Adverse Effect on the Company and its subsidiaries, taken as

a whole. The Company and its subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments,

orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual

obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized

use, access, misappropriation or modification.

(gg)          The

Company and its subsidiaries own or have the right to use all patents, patent applications, trademarks, service marks, trade names, trademark

registrations, service mark registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade

secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property

and proprietary rights (collectively, “Intellectual Property”) material to and used in the conduct of their respective businesses.

(i) The Company and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise

violate any Intellectual Property of any person; (ii) there are no pending or threatened claims against the Company or any of its

subsidiaries relating to infringement of a third party’s Intellectual Property; and (iii) to the knowledge of the Company,

the Intellectual Property of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person,

in each case, in a manner that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(hh)          Neither

the Company nor any of its subsidiaries is a party to any contract, agreement or understanding with any person (other than this Agreement)

that would give rise to a valid claim against the Company or any of its subsidiaries or any Underwriter for a brokerage commission, finder’s

fee or like payment in connection with the issuance, offering and sale of the Securities.

(ii)            Nothing

has come to the attention of the Company that has caused the Company to believe that the statistical and market-related data included

in the Disclosure Package or the Prospectus is not based on or derived from sources that are reliable and accurate in all material respects.

(jj)            The

material forward-looking statements (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange

Act) included in the Disclosure Package, the Prospectus or any road show (the “Prospective Information”) has been so included

on a reasonable basis and in good faith, and the assumptions described in the Prospective Information accurately and fairly describe

in all material respects the key assumptions upon which the Prospective Information is based.

Any certificate signed by any officer of the Company

and delivered to the Representatives or counsel for the Underwriters in connection with the offering of the Securities shall be deemed

a representation and warranty by the Company, as to matters covered thereby.

2.        Purchase

and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company

agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase

price of 99.180% of the principal amount of the Securities, plus accrued interest, if any, from June 15, 2026 to the Closing Date,

the principal amount of Securities set forth opposite such Underwriter’s name in Schedule II hereto.

3.        Delivery

and Payment. Delivery of and payment for the Securities shall be made at 10:00 A.M., New York City time, on June 15, 2026,

or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate,

which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 8 hereof.

The time and date of such payment for the Securities are referred to herein as the “Closing Date.” As used herein, “Business

Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies

are authorized or obligated by law to close in the City of New York. Delivery of the Securities shall be made to the Representatives

for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the

purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to the account specified by the

Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall

otherwise instruct.

4.        Covenants

of the Underwriters. Each Underwriter severally covenants with the Company not to take any action that would result in the Company

being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter

that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.

5.        Agreements.

The Company agrees with each Underwriter that:

(a)            The

Company will furnish to each Underwriter and to counsel for the Underwriters, without charge, during the period referred to in Section 5(f) below,

as many copies of the materials contained in the Disclosure Package and the Prospectus and any amendments and supplements thereto as

they may reasonably request.

(b)            The

Company will prepare a final term sheet, containing solely a description of the final terms of the Securities and the offering thereof,

in the form approved by you and attached as Schedule I hereto.

Company will not amend or supplement the Registration Statement, Disclosure Package or the Prospectus other than by filing documents

under the Exchange Act that are incorporated by reference therein, without the prior written consent of the Representatives, which consent

shall not be unreasonably withheld or delayed; provided, however, that from the Execution Time to the Closing Date, the Company

will (i) not file any document under the Exchange Act that is incorporated by reference in the Disclosure Package or the Prospectus

unless, prior to such proposed filing, the Company has furnished the Representatives with a copy of such document for their review and

the Representatives have not reasonably objected to the filing of such document, and (ii) promptly advise the Representatives when

any document filed under the Exchange Act that is incorporated by reference in the Disclosure Package or the Prospectus shall have been

filed with the Commission.

(d)            To

furnish to you a copy of each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred to by the Company

and not to use or refer to any proposed free writing prospectus to which you reasonably object.

(e)            Not

to take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under

the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have

been required to file thereunder.

(f)            If

at any time prior to the completion of the sale of the Securities by the Underwriters (as determined by the Representatives), any event

occurs as a result of which the Disclosure Package or the Prospectus, as then amended or supplemented, would include an untrue statement

of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances

under which they were made when such Disclosure Package or Prospectus is delivered, not misleading, or if it should be necessary to amend

or supplement the Disclosure Package or the Prospectus to comply with applicable law, the Company will promptly (i) notify the Representatives

of any such event; (ii) subject to the requirements of Section 5(c), prepare an amendment or supplement that will correct such

statement or omission or effect such compliance; and (iii) supply any supplemented or amended Disclosure Package or Prospectus to

the several Underwriters and counsel for the Underwriters without charge in such quantities as they may reasonably request.

(g)            Without

the prior written consent of the Representatives, the Company has not given and will not give to any prospective purchaser of the Securities

any written information concerning the offering of the Securities other than materials contained in the Disclosure Package, the Prospectus

or any other offering materials prepared by or with the prior written consent of the Representatives.

(h)            The

Company will arrange, if necessary, for the qualification of the Securities for sale by the Underwriters under the laws of such jurisdictions

as the Representatives may designate and will maintain such qualifications in effect so long as required for the sale of the Securities,

provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so

qualified or to take any action that would subject it to service of process in suits, other than those arising out of the offering or

sale of the Securities, in any jurisdiction where it is not now so subject. The Company will promptly advise the Representatives of the

receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction

or the initiation or threatening of any proceeding for such purpose.

(i)             If

the third anniversary of the initial effectiveness date of the Registration Statement occurs before all the Securities have been sold

by the Underwriters, prior to the third anniversary to file a new shelf registration statement and to take any other action necessary

to permit the public offering of the Securities to continue without interruption; references herein to the Registration Statement shall

include the new registration statement that becomes effective with the Commission.

(j)             During

the period from the date hereof through and including the Closing Date, the Company will not, without the prior written consent of the

Representatives offer, sell, contract to sell, pledge, otherwise dispose of, or enter into any transaction which is designed to, or might

reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement

or otherwise) by the Company or any of its Affiliates or any person in privity with the Company or any of its Affiliates, directly or

indirectly, or announce the offering, of any debt securities issued or guaranteed by the Company (other than the Securities) that have

a tenor of more than one year.

(k)            The

Company will not take, directly or indirectly, any action designed to, or that has constituted or that might reasonably be expected to,

cause or result, under the Exchange Act or otherwise, in stabilization or manipulation of the price of any security of the Company to

facilitate the sale or resale of the Securities.

(l)             The

Company agrees to pay the costs and expenses relating to the following matters: (i) the preparation of the Indenture and the Securities

and the issuance of the Securities and the fees of the Trustee; (ii) the preparation, printing or reproduction of the materials

contained in the Disclosure Package and the Prospectus and each amendment or supplement to either of them; (iii) the printing (or

reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the materials

contained in the Disclosure Package and the Prospectus, and all amendments or supplements to either of them, as may, in each case, be

reasonably requested for use in connection with the offering and sale of the Securities; (iv) the preparation, printing, authentication,

issuance and delivery of the Securities; (v) any stamp or transfer taxes in connection with the original issuance and sale of the

Securities; (vi) the printing (or reproduction) and delivery of this Agreement, any blue sky memorandum and all other agreements

or documents printed (or reproduced) and delivered in connection with the offering of the Securities; (vii) up to $25,000 in connection

with any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several states

and any other jurisdictions specified pursuant to Section 5(h) (including filing fees and the reasonable fees and expenses

of counsel for the Underwriters relating to such registration and qualification); (viii) the transportation and other expenses incurred

by or on behalf of Company representatives in connection with presentations to prospective purchasers of the Securities; (ix) the

fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the

Company; (x) all filing fees and the reasonable fees and disbursements of counsel to the Underwriters, including fees and disbursements

of counsel incurred in connection with the review and qualification of the offering of the Securities by Financial Industry Regulatory

Authority, Inc., if any; and (xi) all other costs and expenses incident to the performance by the Company of its obligations

hereunder.

It, however, is understood that, except as provided

in this Section 5 and Sections 7 and 8 hereof, the Underwriters will pay all of their own costs and expenses, including the

fees of their counsel, transfer taxes on resale of any of the Securities by them, and any advertising expenses connected with any offers

they may make.

6.        Conditions

to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Securities shall be subject to the accuracy

of the representations and warranties of the Company contained herein at the Time of Sale, the Execution Time and the Closing Date, as

applicable, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance

by the Company of its obligations hereunder and to the following additional conditions:

(a)            The

Company shall have requested and caused Willkie Farr & Gallagher LLP, counsel for the Company, to furnish to the Representatives

an opinion and negative assurance letter, dated the Closing Date, and addressed to the Representatives, to the effect set forth in Annex B.

(b)            The

Representatives shall have received from Skadden, Arps, Slate, Meagher & Flom LLP, counsel for the Underwriters, an opinion

and disclosure letter, dated the Closing Date, and addressed to the Representatives, with respect to the issuance and sale of the Securities,

the Indenture, the Disclosure Package, the Prospectus and other related matters as the Representatives may reasonably require, and the

Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.

Company shall have furnished to the Representatives a certificate of the Company, signed by (x) the Chief Executive Officer and

President and (y) the principal financial or accounting officer of the Company, dated the Closing Date, to the effect that the signers

of such certificate have carefully examined the Disclosure Package and the Prospectus and any supplements or amendments thereto, and

this Agreement and that:

(i)            all

representations and warranties of the Company herein are, at and as of the Closing Date, true and correct (i) in the case of representations

and warranties which are qualified as to materiality, with the same effect as if made on the Closing Date, and (ii) in the case

of representations and warranties that are not so qualified, in all material respects, and that the Company shall have performed all

of its obligations hereunder to be performed at or prior to the Closing Date; and

(ii)           since

the date of the most recent financial statements included or incorporated by reference in the Disclosure Package and the Prospectus (exclusive

of any amendment or supplement thereto), there has been no material adverse change or effect, or any development involving a prospective

material adverse change or effect, in or affecting the business, properties, general affairs, management, financial position, stockholders’

equity or results of operations of the Company and its subsidiaries, taken as a whole, except as set forth in or contemplated in the

Disclosure Package and the Prospectus (exclusive of any amendment or supplement thereto).

(d)            At

the Execution Time and at the Closing Date, the Company shall have requested and caused KPMG LLP to furnish to the Representatives letters,

dated respectively as of the date of this Agreement and as of the Closing Date, in form and substance satisfactory to the Representatives

and confirming that they are independent accountants within the meaning of the Exchange Act, containing statements and information of

the type ordinarily included in accountants’ “comfort letters” to Underwriters with respect to the financial statements

and certain financial information contained or incorporated by reference in the Preliminary Prospectus and the Prospectus, provided

that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than three Business Days before the

Closing Date.

All references in this Section 6(d) to

the Preliminary Prospectus and the Prospectus include any amendment or supplement thereto at the date of the applicable letter.

(e)            The

Representatives shall have received, at the Execution Time and the Closing Date, a certificate of the Chief Financial Officer of the

Company dated respectively as of the Execution Time or the Closing Date, as applicable, in form and substance satisfactory to the Representatives

and in substantially the form attached hereto as Annex C, stating, as of such date, the conclusions and findings of such individual,

in his or her capacity as Chief Financial Officer of the Company, with respect to the financial information and such other matters as

reasonably requested by the Representatives.

(f)            The

Representatives shall have received, on and as of the Closing Date, reasonably satisfactory evidence of the good standing of the Company

and its Significant Subsidiaries in their respective jurisdictions of organization (to the extent that such concept is applicable), in

each case in writing or any standard form of telecommunication, from the appropriate governmental authorities of such jurisdictions,

provided that the evidence of good standing for those entities except for the Company may be as of any date reasonably satisfactory

to the Representatives, through and including the Closing Date.

(g)            Subsequent

to the Execution Time or, if earlier, the dates as of which information is given in the Disclosure Package (exclusive of any amendment

or supplement thereto) and the Prospectus (exclusive of any amendment or supplement thereto), there shall not have been any change, or

any development involving a prospective change, in or affecting the condition (financial or otherwise), prospects, earnings, business

or properties of the Company and its subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of

business, except as set forth in or contemplated in the Disclosure Package and the Prospectus (exclusive of any amendment or supplement

thereto), the effect of which is, in the sole judgment of the Representatives, so material and adverse as to make it impractical or inadvisable

to proceed with the offering or delivery of the Securities as contemplated in the Disclosure Package and the Prospectus (exclusive of

any amendment or supplement thereto).

(h)            The

Securities shall be eligible for clearance and settlement through The Depository Trust Company.

(i)             Subsequent

to the Execution Time, there shall not have been any decrease in the rating of any of the debt securities of the Company or any of its

subsidiaries by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 3(a)(62)

under the Exchange Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such

rating that does not indicate the direction of the possible change.

(j)            Prior

to the Closing Date, the Company shall have furnished to the Representatives such further information, certificates and documents as

the Representatives may reasonably request.

7.        Reimbursement

of Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the

Underwriters set forth in Section 6 hereof is not satisfied, because of any termination pursuant to clause (ii) of Section 10

hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any

provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally

through the Representatives on demand for all expenses (including reasonable fees and disbursements of counsel) that shall have been

incurred by them in connection with the proposed purchase and sale of the Securities.

8.        Indemnification

and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter, the directors, officers, employees

and agents of each Underwriter, each person, if any, who controls any Underwriter within the meaning of either Section 15 of the

Securities Act or Section 20 of the Exchange Act, and each affiliate of each Underwriter within the meaning of Rule 405 under

the Securities Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or

other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise out of, or are

based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any

amendment thereof or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary

in order to make the statements therein, not misleading, or (ii) any untrue statement or alleged untrue statement of a material

fact contained in the Prospectus (or any amendment or supplement thereto), any preliminary prospectus, the Disclosure Package, any Issuer

Written Information, any road show, or any other written information used by or on behalf of the Company in connection with the offer

and sale of the Securities, or in any amendment or supplement thereto, or caused by any omission or alleged omission to state therein

a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not

misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of or are based upon any such untrue

statement or omission or alleged untrue statement or omission based upon and in conformity with information relating to any Underwriter

furnished to the Company in writing by such Underwriter through the Representatives expressly for use therein, it being understood and

agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.

(b)            Each

Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the directors and officers of the Company

and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20

of the Exchange Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or

other expenses reasonably incurred in connection with defending or investigating any such action or claim) that arise out of or are based

upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus, the Prospectus, any

Issuer Written Information, any road show, or any other written information used by or on behalf of the Company in connection with the

offer or sale of the Securities, or in any amendment or supplement thereto, or arise out of or are based upon any omission or alleged

omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but

only with reference to information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives

expressly for use in the Registration Statement, Preliminary Prospectus, the Prospectus (or any amendment or supplement thereto), any

Issuer Written Information, any road show, or any other written information used by or on behalf of the Company in connection with the

offer or sale of the Securities, or in any amendment or supplement thereto; it being understood and agreed that the only such information

furnished by any Underwriter consists of the following information in the Preliminary Prospectus and the Prospectus furnished on behalf

of each Underwriter: the statements set forth in the third sentence of the eighth paragraph under the caption “Underwriting”

and the first sentence of the tenth paragraph under the caption “Underwriting.”

case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity

may be sought pursuant to Section 8(a) or 8(b), such person (the “indemnified party”) shall promptly notify the

person against whom such indemnity may be sought (the “indemnifying party”) in writing and the indemnifying party, upon request

of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and

any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to

such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses

of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall

have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded

parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be

inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in

respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction,

be liable for (A) the fees and expenses of more than one separate firm (in addition to any local counsel) for all Underwriters and

all persons, if any, who control any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20

of the Exchange Act or who are affiliates of any Underwriter within the meaning of Rule 405 under the Securities Act and (B) the

fees and expenses of more than one separate firm (in addition to any local counsel) for the Company, its directors, its officers and

each person, if any, who controls the Company within the meaning of either such Section, and that all such fees and expenses shall be

reimbursed as they are incurred. In the case of any such separate firm for the Underwriters and such control persons and affiliates of

any Underwriters, such firm shall be designated in writing by the Representatives. In the case of any such separate firm for the Company,

and such directors, officers and control persons of the Company, such firm shall be designated in writing by the Company. The indemnifying

party shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably

withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify

the indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without

the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which

any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless

such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter

of such proceeding.

(d)            To

the extent the indemnification provided for in Section 8(a) or 8(b) is unavailable to an indemnified party or insufficient

in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party under such paragraph, in lieu

of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result

of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received

by the indemnifying party or parties, on the one hand, and the indemnified party or parties, on the other hand, from the offering of

the Securities or (ii) if the allocation provided by clause 8(d)(i) above is not permitted by applicable law, in such

proportion as is appropriate to reflect not only the relative benefits referred to in clause 8(d)(i) above but also the relative

fault of the indemnifying party or parties, on the one hand, and of the indemnified party or parties, on the other hand, in connection

with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable

considerations. The relative benefits received by the Company, on the one hand, and the Underwriters, on the other hand, in connection

with the offering of the Securities shall be deemed to be in the same respective proportions as the net proceeds from the offering of

the Securities (before deducting expenses) received by the Company and the total underwriting discounts and commissions received by the

Underwriters, in each case as set forth in the table on the cover of the Prospectus, bear to the aggregate offering price of the Securities.

The relative fault of the Company, on the one hand, and the Underwriters, on the other hand, shall be determined by reference to, among

other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material

fact relates to information supplied by the Company or by the Underwriters and the parties’ relative intent, knowledge, access

to information and opportunity to correct or prevent such statement or omission. The Underwriters’ respective obligations to contribute

pursuant to this Section 8 are several in proportion to the respective number of Securities they have purchased hereunder, and not

joint.

(e)            The

Company and the Underwriters agree that it would not be just or equitable if contribution pursuant to this Section 8 were determined

by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation

that does not take account of the equitable considerations referred to in Section 8(d). The amount paid or payable by an indemnified

party as a result of the losses, claims, damages and liabilities referred to in Section 8(d) shall be deemed to include, subject

to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating

or defending any such action or claim. Notwithstanding the provisions of this Section 8, no Underwriter shall be required to contribute

any amount in excess of the amount by which the total price at which the Securities purchased and distributed by it were offered exceeds

the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement

or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the

Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The remedies

provided for in this Section 8 are not exclusive and shall not limit any rights or remedies which may otherwise be available to

any indemnified party at law or in equity.

(f)            The

indemnity and contribution provisions contained in this Section 8 and the representations, warranties and other statements of the

Company contained in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this

Agreement, (ii) any investigation made by or on behalf of any Underwriter, any person controlling any Underwriter or any affiliate

of any Underwriter, or the Company, its officers or directors or any person controlling the Company and (iii) acceptance of and

payment for any of the Securities.

9.        Default

by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased

by any such Underwriter hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations

under this Agreement, the Representatives may in their discretion arrange for the Representatives or another party or other parties to

purchase such Securities on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the Representatives

do not arrange for the purchase of such Securities, then the Company shall be entitled to a further period of thirty-six hours within

which to procure another party or other parties reasonably satisfactory to the Representatives to purchase such Securities on such terms.

If, after giving effect to any arrangements for the purchase of the Securities described in the preceding two sentences, the aggregate

principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of

the aggregate principal amount of Securities set forth in Schedule II hereto, the non-defaulting Underwriters shall be obligated

severally to take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names

in Schedule II hereto bears to the aggregate principal amount of Securities set forth opposite the names of all the non-defaulting

Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however,

that in the event that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed

to purchase shall exceed 10% of the aggregate principal amount of Securities set forth in Schedule II hereto after giving effect

to any arrangements for the purchase of the Securities described in the preceding two sentences, the non-defaulting Underwriters shall

have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting

Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any non-defaulting Underwriter or

the Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for

such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Prospectus

or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter

of its liability, if any, to the Company or any non-defaulting Underwriter for damages occasioned by its default hereunder. The term

“Underwriter” as used in this Agreement shall include any person substituted under this Section 9 with like effect (unless

the context otherwise requires) as if such person had originally been a party to this Agreement with respect to such Securities.

10.      Termination.

This Agreement shall be subject to termination in the absolute discretion of the Representatives, by notice given to the Company prior

to delivery of and payment for the Securities, if at any time prior to such time (i) trading in securities generally on the New

York Stock Exchange shall have been suspended or limited or minimum prices shall have been established on such exchange; (ii) trading

of any securities of the Company shall have been suspended on any national exchange; (iii) a banking moratorium shall have been

declared either by U.S. federal, Delaware or New York State authorities; (iv) there shall have occurred a material disruption in

commercial banking or securities settlement or clearance services; or (v) there shall have occurred any outbreak or escalation of

hostilities, declaration by the United States of a national emergency or war or other calamity or crisis the effect of which on financial

markets is such as to make it, in the sole judgment of the Representatives, impractical or inadvisable to proceed with the offering or

delivery of the Securities as contemplated in the Disclosure Package and the Prospectus (exclusive of any amendment or supplement thereto).

11.      Representations

and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company

or its officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless

of any investigation made by or on behalf of the Underwriters or the Company or any of the indemnified persons referred to in Section 8

hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the

termination or cancellation of this Agreement.

12.      Notices.

All communications hereunder will be in writing and effective only on receipt, and, if sent to the Representatives, will be delivered

by mail, with an email copy, as applicable to Deutsche Bank Securities Inc., 1 Columbus Circle, New York, NY 10019, Attention: Debt Capital

Markets Syndicate, Email: dbcapmarkets.gcnotices@list.db.com; BNP Paribas Securities Corp, 787 Seventh Avenue, New York, NY, 10019, Attn:

Syndicate Desk, Email: DL.US.Syndicate.Support@us.bnpparibas.com; J.P. Morgan Securities LLC, 270 Park Avenue, New York, New York 10017

(fax: (212) 834-6081), Attention: Investment Grade Syndicate Desk; SG Americas Securities, LLC, 245 Park Avenue, New York, NY 10167 United

States of America , Tel: +1 212-278-7631, Attention: High Grade Syndicate Desk, with a copy to Skadden, Arps, Slate, Meagher &

Flom LLP, One Manhattan West, New York, NY 10001, Attention: Dwight Yoo, Email: dwight.yoo@skadden.com; or, if sent to the Company, 1

Corporate Way, Lansing, MI 48951, Attention: Treasurer, Email: james.schultz@jackson.com, with copies, which shall not constitute notice,

to: Attention: General Counsel, Email: carrie.chelko@jackson.com, mb_corporatelegal@jackson.com, and notice@jackson.com; with a copy

to Willkie Farr & Gallagher LLP, 787 7th Ave, New York, NY 10019, Attention: Benjamin Nixon, Email: bnixon@willkie.com.

13.      Successors.

This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the indemnified

persons referred to in Section 8 hereof and their respective successors, and, except as expressly set forth in Section 5(k) hereof,

no other person will have any right or obligation hereunder.

14.      Integration.

This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriters,

or any of them, with respect to the subject matter hereof.

15.      Applicable

Law. This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed by and construed

in accordance with the internal laws of the State of New York.

16.      Waiver

of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND

ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

17.      No

Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale of the Securities pursuant to this Agreement

is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters and any affiliate through

which it may be acting, on the other, (b) the Underwriters are acting as principal and not as an agent or fiduciary of the Company

and (c) the Company’s engagement of the Underwriters in connection with the offering and the process leading up to the offering

is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making

its own judgments in connection with the offering (irrespective of whether any of the Underwriters has advised or is currently advising

the Company on related or other matters). The Company agrees that they will not claim that the Underwriters have rendered advisory services

of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process

leading thereto.

18.      Waiver

of Tax Confidentiality. Notwithstanding anything herein to the contrary, purchasers of the Securities (and each employee, representative

or other agent of a purchaser) may disclose to any and all persons, without limitation of any kind, the U.S. tax treatment and U.S. tax

structure of any transaction contemplated herein and all materials of any kind (including opinions or other tax analyses) that are provided

to the purchasers of the Securities relating to such U.S. tax treatment and U.S. tax structure, other than any information for which

nondisclosure is reasonably necessary in order to comply with applicable securities laws.

19.      Recognition

of the U.S. Special Resolution Regimes. (a) In the event that any Underwriter that is a Covered Entity becomes subject to a

proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation

in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution

Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United

States.

(b) In the event that any Underwriter that

is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime,

Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent

than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the

United States or a state of the United States.

As used in this Section 19, “BHC Act

Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C.

§ 1841(k); “Covered Entity” means any of the following: (i) a “covered entity” as that term is

defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b), (ii) a “covered bank” as that term

is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b) or (iii) a “covered FSI” as that

term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); “Default Right” has the meaning assigned

to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and “U.S.

Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder

and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

20.      Counterparts.

This Agreement may be signed in one or more counterparts, each of which shall constitute an original and all of which together shall

constitute one and the same agreement. The words “execution,” “signed,” “signature,” “delivery,”

and words of like import in or relating to this Agreement or any document to be signed in connection with this Agreement shall be deemed

to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect,

validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system,

as the case may be, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic means.

21.      Headings.

The section headings used herein are for convenience only and shall not affect the construction hereof

[Remainder of page left blank intentionally,

Signature page follow]

If the foregoing is in accordance with your understanding

of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent

a binding agreement between the Company and the several Underwriters.

Very truly yours,

Jackson Financial Inc.

By: /s/ Dean

Scott

Name: Dean Scott

Title: Senior Vice President, Corporate Development and Treasury

[Signature

Page to Underwriting Agreement]

The foregoing Agreement is hereby

confirmed and accepted as of the

date first above written.

Deutsche Bank Securities Inc.

BNP Paribas Securities Corp.

J.P. Morgan Securities LLC

SG Americas Securities, LLC

[Signature

Page to Underwriting Agreement]

By: Deutsche Bank Securities Inc.

By: /s/ Mary Hardgrove

Name:

Mary Hardgrove

Title:

Managing Director

By: /s/ Josh Warren

Name:

Josh Warren

Title:

Managing Director

By: BNP Paribas Securities Corp.

By: /s/ Amanda Asali

Name:

Amanda Asali

Title:

Managing Director

By: J.P. Morgan Securities LLC

By: /s/ Saee Athalye

Name:

Saee Athalye

Title:

Vice President

By: SG Americas Securities, LLC

By: /s/ Michael Shapiro

Name:

Michael Shapiro

Title:

Managing Director, Head of Debt Capital Markets

For themselves and the other several

Underwriters named in

Schedule II to the foregoing Agreement.

SCHEDULE I

PRICING TERM SHEET

Filed Pursuant to Rule 433

Registration Statement No. 333-284340

Relating to the Preliminary Prospectus Supplement

Dated June 8, 2026

(To Prospectus dated January 17, 2025)

Jackson Financial Inc.

$750,000,000 6.150% Senior Notes due 2037

Pricing Term Sheet

June 8, 2026

Issuer:

Jackson Financial Inc.

Security Title:

6.150% Senior Notes due 2037 (the “2037 Notes”)

Expected Ratings (Moody’s/S&P/Fitch):

[Redacted]**

Ranking:

Senior Unsecured

Pricing Date:

June 8, 2026

Settlement Date*:

June 15, 2026 (T+5)

Denominations:

$2,000 and integral multiples of $1,000 in excess thereof

Joint Book-Running Managers:

Deutsche Bank Securities Inc.

BNP Paribas Securities Corp.

J.P. Morgan Securities LLC

SG Americas Securities, LLC

Co-Managers:

BofA Securities, Inc.

BNY Mellon Capital Markets, LLC

Citigroup Global Markets Inc.

Goldman Sachs & Co. LLC

Morgan Stanley & Co. LLC

PNC Capital Markets LLC

U.S. Bancorp Investments, Inc.

Wells Fargo Securities, LLC

Academy Securities, Inc.

Principal Amount:

$750,000,000

Maturity Date:

January 15, 2037

Underwriting

Discount:

0.65%

Net Proceeds (after

Underwriting Discount and before Expenses) to the Issuer:

$743,850,000

Coupon:

6.150%

Interest Payment Dates:

Semi-annually in arrears

on January 15 and July 15 of each year, commencing on July 15, 2026 (short first interest period)

Benchmark Treasury:

4.375% due May 15,

2036

Benchmark Treasury

Price / Yield:

98-20 / 4.548%

Spread to Benchmark

Treasury:

162.5 bps

Reoffer Yield:

6.173%

Offering Price:

99.830% of principal amount

plus accrued interest, if any, from June 15, 2026

Optional Redemption:

Prior to October 15,

2036 (the “Par Call Date”), the 2037 Notes will be redeemable at the Issuer’s option, in whole or in part, at a

redemption price equal to the greater of (1) (a) the sum of the present values of the remaining scheduled payments of principal

and interest thereon discounted to the redemption date (assuming the 2037 Notes matured on the Par Call Date) on a semi-annual basis

(assuming a 360-day year consisting of twelve 30-day months) at the rate of T +25 bps, less (b) interest accrued to the date

of redemption, and (2) 100% of the principal amount of the 2037 Notes to be redeemed, plus, in either case, accrued and unpaid

interest thereon to the redemption date. On or after the Par Call Date, the 2037 Notes will be redeemable at the Issuer’s option,

in whole or in part, at a redemption price equal to 100% of the principal amount of the 2037 Notes to be redeemed, plus accrued and

unpaid interest thereon to the redemption date.

CUSIP/ISIN:

46817MAV9 / US46817MAV90

*Under Rule 15c6-1 under

the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in one business day

unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on any date prior

to the business day before delivery thereafter will be required, by virtue of the fact that the notes initially will settle in T+5, to

specify alternative settlement arrangements to prevent a failed settlement and should consult their own advisor.

** The security ratings above are not a recommendation to buy, sell

or hold the securities offered hereby. The ratings may be subject to revision or withdrawal at any time by Moody’s, S&P Global

Ratings or Fitch. Each of the security ratings above should be evaluated independently of any other security rating.

The Issuer has filed a registration statement (including a prospectus)

with the SEC for the offering to which this communication relates. Before you invest, you should read the preliminary prospectus supplement

and prospectus in that registration statement and other documents the Issuer has filed with the SEC for more complete information about

the Issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively,

the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by

calling Deutsche Bank Securities Inc. toll-free at 1-800-503-4611; BNP Paribas Securities Corp. toll-free at 1-800-854-5674; J.P. Morgan

Securities LLC collect at 1-212-834-4533; and SG Americas Securities, LLC toll-free at 1-855-881-2108.

ANY DISCLAIMER OR OTHER NOTICE THAT MAY APPEAR BELOW IS NOT

APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMER OR NOTICE WAS AUTOMATICALLY GENERATED AS A RESULT OF THIS

COMMUNICATION BEING SENT BY BLOOMBERG OR ANOTHER EMAIL SYSTEM.

SCHEDULE II

Underwriters

Principal

Amount of 6.150%

Senior Notes due 2037 to be

Purchased

Deutsche Bank Securities Inc.

U.S. $

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

Morgan Stanley & 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:

U.S. $ 750,000,000

SCHEDULE III

Free Writing Prospectuses

1.          Pricing

Term Sheet, dated June 8, 2026, filed pursuant to Rule 433 under the Securities Act, attached as Schedule I hereto.

ANNEX A

Significant Subsidiaries

Jackson Holdings LLC

Brooke Life Insurance Company

Jackson National Life Insurance Company

Brooke Life Reinsurance Company

Annex A-1

ANNEX B

Willkie Farr & Gallagher LLP Opinion

/ Negative Assurance Letter

[Omitted]

Annex B-1

ANNEX C

CFO Certificate

[Omitted]

Annex C-1

EX-4.2 — EXHIBIT 4.2

EX-4.2

Filename: tm2616971d4_ex4-2.htm · Sequence: 3

Exhibit 4.2

EIGHTH SUPPLEMENTAL INDENTURE

between

JACKSON FINANCIAL INC.,

ISSUER,

AND

The Bank of New York Mellon Trust Company, N.A.,

TRUSTEE

DATED AS OF JUNE 15,

2026

6.150% SENIOR NOTES DUE 2037

TABLE OF CONTENTS

Page

ARTICLE I

NOTES

SECTION 1.01

Definitions

SECTION 1.02

Establishment

SECTION 1.03

Payment of Principal and Interest

SECTION 1.04

Global Securities

SECTION 1.05

Defeasance

SECTION 1.06

No Sinking Fund

SECTION 1.07

Redemption at the Option of the Company

SECTION 1.08

Reporting Covenant

ARTICLE II

MISCELLANEOUS PROVISIONS

SECTION 2.01

Effectiveness

SECTION 2.02

Notes Unaffected by Other Supplemental Indentures

SECTION 2.03

Trustee Not Responsible for Recitals

SECTION 2.04

Ratification and Incorporation of Base Indenture

SECTION 2.05

Governing Law

SECTION 2.06

Separability

SECTION 2.07

Executed in Counterparts

EXHIBITS

Exhibit A          Form of

Notes

EIGHTH SUPPLEMENTAL INDENTURE, dated as of June 15,

2026 (this “Eighth Supplemental Indenture”), between Jackson Financial Inc., a Delaware corporation (the “Company”),

and The Bank of New York Mellon Trust Company, N.A., not in its individual capacity but solely in its capacity as trustee hereunder (together

with its successors and assigns in such capacity, the “Trustee”), supplementing the Indenture, dated as of November 23,

2021 (the “Base Indenture”), between the Company and the Trustee.

RECITALS

WHEREAS, the Company executed and delivered the

Base Indenture to the Trustee to provide for the future issuance of the Company’s senior debt securities (the “Securities”),

to be issued from time to time in one or more series as might be determined by the Company under the Base Indenture;

WHEREAS, pursuant to the terms of the Base Indenture

and this Eighth Supplemental Indenture (together, the “Indenture”), the Company has duly authorized the creation and

issuance of its 6.150% Senior Notes due 2037 (the “Notes”) in an initial aggregate principal amount of $750,000,000,

the form and substance of such Notes, and the terms, provisions and conditions thereof to be set forth herein as provided in the Indenture;

WHEREAS, the Company has requested that the Trustee,

in respect to the Notes, execute and deliver this Eighth Supplemental Indenture in such capacity; and

WHEREAS, all requirements necessary to make this

Eighth Supplemental Indenture a valid instrument in accordance with its terms and to make the Notes, when executed by the Company and

authenticated and delivered by the Trustee or an Authenticating Agent, the valid obligations of the Company, have been done and performed,

and the execution and delivery of this Eighth Supplemental Indenture has been duly authorized in all respects;

NOW THEREFORE, in consideration of the purchase

and acceptance of the Notes by the holders thereof, and for the purpose of setting forth, as provided in the Indenture, the form and

substance of the Notes, and the terms, provisions and conditions thereof, the parties hereto hereby agree as follows:

ARTICLE I

NOTES

SECTION 1.01         Definitions.

Unless the context otherwise requires or unless

otherwise set forth herein:

(a)            a

term not defined herein that is defined in the Base Indenture, has the same meaning when used in this Eighth Supplemental Indenture;

(b)            the

definition of any term in this Eighth Supplemental Indenture that is also defined in the Base Indenture, shall for the purposes of this

Eighth Supplemental Indenture supersede the definition of such term in the Base Indenture;

term defined anywhere in this Eighth Supplemental Indenture has the same meaning throughout;

(d)            the

definition of a term in this Eighth Supplemental Indenture is not intended to have any effect on the meaning or definition of an identical

term that is defined in the Base Indenture insofar as the use or effect of such term in the Base Indenture, as previously defined, is

concerned;

(e)            the

singular includes the plural and vice versa;

(f)            headings

are for convenience of reference only and do not affect interpretation; and

(g)            the

following terms have the meanings given to them in this Section 1.01(g):

“Interest Payment Date” shall

mean January 15 and July 15 of each year, commencing on July 15, 2026.

“Notes” means the Company’s

6.150% Senior Notes due 2037 that are issued under this Indenture, as amended or supplemented from time to time.

“Original Issue Date” means

June 15, 2026.

“Par Call Date” means October 15,

2036.

“Redemption Date” means the

date fixed for the redemption of the Notes by or pursuant to the Indenture.

“Regular Record Date” means

with respect to each Interest Payment Date, the close of business on each January 1 and July 1, as the case may be (whether

or not a Business Day) immediately preceding January 15 or July 15.

“Stated Maturity” means January 15,

2037.

SECTION 1.02         Establishment.

(a)            There

is hereby established a new series of Securities to be issued under the Indenture, to be designated as the Company’s “6.150%

Senior Notes due 2037”.

(b)            There

are to be authenticated and delivered the Notes, in an initial aggregate principal amount of $750,000,000. No further Notes shall be

authenticated and delivered, except as provided by Sections 2.04, 2.05, 2.07, 2.11, 3.03 or 9.04 of the Base Indenture; provided, however,

that the aggregate principal amount of the Notes may be increased in the future with no limit, without notice to or the consent of the

holders of the Notes, on the same terms and with the same CUSIP and ISIN numbers as the Notes, except for any difference, if applicable,

in the issue price, issue date, the first Interest Payment Date and the initial interest accrual date; provided that no Event of Default

with respect to the Notes shall have occurred and be continuing. The Notes shall be issued in fully registered form.

Notes shall be issued in the form of one or more Global Securities, registered in the name of the Depositary (as defined below) or its

nominee. Each Note and the Trustee’s or Authenticating Agent’s Certificate of Authentication thereof, shall be in substantially

the form set forth in Exhibit A hereto. The depositary with respect to the Notes shall be The Depository Trust Company (the “Depositary”).

(d)            Any

additional Notes authenticated and delivered pursuant to Section 1.02(b) shall be governed by this Eighth Supplemental Indenture

and shall rank equal in right of payment with the Notes issued on the date of this Eighth Supplemental Indenture and, together with the

Notes, shall be treated as a single series of Notes for all purposes.

(e)            Each

Note shall be dated the date of authentication thereof and shall bear interest from the Original Issue Date or from the most recent Interest

Payment Date to which interest has been paid or duly provided for to, but excluding, the Stated Maturity or any earlier Redemption Date.

SECTION 1.03         Payment

of Principal and Interest.

(a)            The

principal of the Notes shall be due at the Stated Maturity. The unpaid principal amount of the Notes shall bear interest at the rate

of 6.150% per year until paid or duly provided for. Interest shall be paid semi-annually in arrears on each Interest Payment Date, commencing

on July 15, 2026, to the Person in whose name the Notes are registered on the Regular Record Date for such Interest Payment Date;

provided that interest payable at the Stated Maturity or on a Redemption Date (in each case, whether or not an Interest Payment Date)

will be paid to the Person to whom principal is payable. Any such interest that is not so punctually paid or duly provided for will forthwith

cease to be payable to the holders of Notes on such Regular Record Date and may be paid as provided in Section 2.03 of the Base

Indenture.

(b)            Payments

of interest on the Notes will include interest accrued to but excluding the respective Interest Payment Dates. Interest payments for

the Notes shall be computed and paid on the basis of a 360-day year consisting of twelve 30-day months.

any date on which interest is payable on the Notes is not a Business Day, then payment of the interest payable on such date will be made

on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay), except that,

if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in

each case with the same force and effect as if made on the date the payment was originally payable.

(d)            The

Trustee is hereby designated as Security Registrar and Paying Agent for the Notes and all payments of the principal of, and premium,

if any, and interest due on the Notes at the Stated Maturity or upon redemption will be made upon surrender of the Notes at the Corporate

Trust Office of the Trustee in New York.

(e)            The

principal of, and premium, if any, and interest due on the Notes shall be paid in such coin or currency of the United States of America

as at the time of payment is legal tender for payment of public and private debts. Payments of interest (including interest on any Interest

Payment Date) will be made, subject to such surrender where applicable and subject, in the case of a Global Security, to the Trustee’s

or Paying Agent’s arrangements with the Depositary, at the option of the Company, (i) by check mailed to the address of the

Person entitled thereto as such address shall appear in the Security Register, or (ii) by wire transfer at such place and to such

account at a banking institution in the United States of America as may be designated in writing to the Trustee and Paying Agent at least

15 days prior to the date for payment by the Person entitled thereto.

SECTION 1.04         Global

Securities.

(a)            Except

under the limited circumstances described below, Notes represented by Global Securities will not be exchangeable for, and will not otherwise

be issuable as, Notes in definitive form. The Global Securities described above may not be transferred except by the Depositary to a

nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor

Depositary or a nominee of the successor Depositary.

(b)            Except

as otherwise provided in this Eighth Supplemental Indenture, owners of beneficial interests in such Global Securities will not be considered

the holders thereof for any purpose under the Indenture, and no Global Security representing a Note shall be exchangeable, except for

another Global Security of like denomination and to be registered in the name of the Depositary or its nominee or to a successor Depositary

or its nominee. The rights of holders of such Global Securities shall be exercised only through the Depositary.

Global Security shall be exchangeable in whole or, from time to time, in part for Notes in definitive registered form only as provided

in the Indenture. If (i) at any time the Depositary notifies the Company that it is unwilling or unable to continue as Depositary

for the Notes or if at any time the Depositary shall no longer be registered or in good standing as a “clearing agency”

registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended, or other applicable statute

or regulation, at such time as the Depositary is required to be so registered and the Depositary so notifies the Company and, in each

case, the Company does not appoint a successor Depositary within 90 days after the Company receives such notice or becomes aware of such

condition, as the case may be or (ii) subject to the procedures of the Depositary, the Company in its sole discretion determines

that the Notes shall be exchangeable for Notes in definitive registered form and executes and, in each case, delivers to the Trustee

or an Authenticating Agent a written order of the Company providing that the Notes shall be so exchangeable, the Notes shall be exchangeable

for Notes in definitive registered form; provided that the definitive Notes so issued in exchange for the Notes shall be in denominations

of $2,000 and any integral multiple of $1,000 in excess thereof, and be of like aggregate principal amount and tenor as the portion of

the Notes to be exchanged. Except as provided herein, owners of beneficial interests in the Notes will not be entitled to have Notes

registered in their names, will not receive or be entitled to physical delivery of Notes in definitive registered form and will not be

considered the holders thereof for any purpose under the Indenture. None of the Company, the Trustee, any Paying Agent nor the Security

Registrar shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial

ownership interests in the Notes, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Any Global Security that is exchangeable pursuant to this Section 1.04(c) shall be exchangeable for Notes registered in such

names as the Depositary shall direct.

SECTION 1.05         Defeasance.

The provisions of Sections 13.02 and 13.03 of

the Base Indenture will apply to the Notes. An election by the Company to defease the Notes may be evidenced by a Certificate.

SECTION 1.06         No

Sinking Fund.

The Notes shall not be entitled to any sinking

fund, and Sections 3.04, 3.05 and 3.06 of the Base Indenture will not apply to the Notes.

SECTION 1.07         Redemption

at the Option of the Company.

(a)            The

provisions of Sections 3.01, 3.02 and 3.03, as supplemented by the terms of this Eighth Supplemental Indenture, will apply to the Notes.

(b)            At

any time and from time to time prior to the Par Call Date, the Notes will be redeemable at the Company’s option, in whole or in

part, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater

of (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to

the Redemption Date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve

30-day months) at the Treasury Rate plus 25 basis points, less (b) interest accrued to the Redemption Date, and (2) 100% of

the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the Redemption Date.

any time and from time to time on or after the Par Call Date, the Notes will be redeemable at the Company’s option, in whole or

in part, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon

to the Redemption Date.

For purposes of this Section 1.07:

“Treasury Rate” means, with

respect to any redemption date, the yield determined by the Company in accordance with the following two paragraphs.

The Treasury Rate shall be determined by the Company

as of 4:15 p.m., New York City time (or as of such time as yields on U.S. government securities are posted daily by the Board of Governors

of the Federal Reserve System), on the third business day preceding the redemption date based upon the yield or yields for the most recent

day that appear as of such time on such day in the most recent statistical release published by the Board of Governors of the Federal

Reserve System designated as “Selected Interest Rates (Daily) - H.15” (or any successor designation or publication)

(“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal”

(or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the Company shall select, as

applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the

Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal

to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than

and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate

to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal

places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield

for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury

constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable,

of such Treasury constant maturity from the redemption date.

If on the third business day preceding the redemption

date H.15 TCM is no longer published, the Company shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual

equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such redemption date of the United

States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as applicable. If there is no United

States Treasury security maturing on the Par Call Date but there are two or more United States Treasury securities with a maturity date

equally distant from the Par Call Date, one with a maturity date preceding the Par Call Date and one with a maturity date following the

Par Call Date, the Company shall select the United States Treasury security with a maturity date preceding the Par Call Date. If there

are two or more United States Treasury securities maturing on the Par Call Date or two or more United States Treasury securities meeting

the criteria of the preceding sentence, the Company shall select from among these two or more United States Treasury securities the United

States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury

securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual

yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed

as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three

decimal places.

The Company’s actions and determinations

in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error. The Trustee will have no

duty to calculate or verify the calculation of the redemption price.

(d)            Notwithstanding

Section 3.02 of the Base Indenture, the notice of redemption with respect to any redemption pursuant to Section 3.01 need not

set forth the Redemption Price but only the manner of calculation thereof as described above. Notice of any redemption shall be mailed

or electronically delivered (or otherwise transmitted in accordance with the Depositary’s procedures) at least 10 days but not

more than 60 days before the Redemption Date to each holder of Notes to be redeemed.

SECTION 1.08         Reporting

Covenant.

(a)            For

so long as the Company is subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act, the

Company shall file with the Trustee and make available to the holders of the Securities (without exhibits), without cost to any holder,

copies of all documents that the Company files with, or furnishes to, the Commission under the Exchange Act, within 15 days after the

Company files them with, or furnishes them to, the Commission. Any such documents that are publicly available through the EDGAR system

of the Commission (or any successor system) shall be deemed to have been filed with the Trustee and made available to holders in accordance

with the Company’s obligations under this Section 1.08. If at any time the Company is not subject to Section 13 or Section 15(d) of

the Exchange Act, and to the extent not satisfied by the foregoing, the Company will make available to the holders of the Securities

and to prospective investors, for so long as any Securities are outstanding, in accordance with the rules and regulations prescribed

from time to time by the Commission, such information as may be required pursuant to Rule 144A(d)(4) of the Securities Act.

(b)            Delivery

of such reports, statements, information and documents to the Trustee shall be for informational purposes only and the Trustee’s

receipt of such reports, information and documents shall not constitute actual or constructive notice of any information contained therein

or determinable from information contained therein, including the Company’s compliance with any of the covenants contained in this

Indenture (as to which the Trustee will be entitled to conclusively rely upon an Officers’ Certificate). The Trustee shall not

be obligated to monitor or confirm, on a continuing basis or otherwise, the Company’s compliance with the covenants or with respect

to any reports or other documents filed with the SEC or EDGAR or any website under the Indenture.

ARTICLE II

MISCELLANEOUS PROVISIONS

SECTION 2.01         Effectiveness.

This Eighth Supplemental Indenture will become

effective upon its execution and delivery.

SECTION 2.02         Notes

Unaffected by Other Supplemental Indentures.

To the extent the terms of the Base Indenture

are amended as provided herein, no such amendment shall in any way affect the terms of any other supplemental indenture or any other

series of Securities. This Eighth Supplemental Indenture shall relate and apply solely to the Notes.

SECTION 2.03         Trustee

Not Responsible for Recitals.

The recitals herein contained are made by the

Company and not by the Trustee or the Agents, and neither the Trustee nor the Agents assume any responsibility for the correctness thereof.

Neither the Trustee nor the Agents make any representation as to the validity or sufficiency of this Eighth Supplemental Indenture or

the Notes.

SECTION 2.04         Ratification

and Incorporation of Base Indenture.

As supplemented hereby, the Base Indenture is

in all respects ratified and confirmed, and the Base Indenture and this Eighth Supplemental Indenture shall be read, taken and construed

as one and the same instrument.

SECTION 2.05         Governing

Law.

THIS EIGHTH SUPPLEMENTAL INDENTURE SHALL BE DEEMED

TO BE A CONTRACT MADE UNDER THE INTERNAL LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE

WITH THE LAWS OF THE STATE OF NEW YORK.

SECTION 2.06         Separability.

In case any one or more of the provisions contained

in this Eighth Supplemental Indenture or in the Notes shall for any reason be held to be invalid, illegal or unenforceable in any respect,

such invalidity, illegality or unenforceability shall not affect any other provisions of this Eighth Supplemental Indenture or of the

Notes, but this Eighth Supplemental Indenture and the Notes shall be construed as if such invalid or illegal or unenforceable provision

had never been contained herein or therein.

SECTION 2.07         Executed

in Counterparts.

This Eighth Supplemental Indenture may be executed

in any number of counterparts, each of which shall be an original; but such counterparts shall together constitute but one and the same

instrument. The words “execution,” “signed,” “signature,” and words of like import in this Eighth

Supplemental Indenture shall include images of manually executed signatures transmitted by facsimile, email or other electronic format

(including, without limitation, “pdf,” “tif” or “jpg”) and other electronic signatures (including

without limitation, DocuSign and AdobeSign or any other similar platform identified by the Company and reasonably available at no undue

burden or expense to the Trustee). The use of electronic signatures and electronic records (including, without limitation, any contract

or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity

and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by

applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures

and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions

Act or the Uniform Commercial Code. Without limitation to the foregoing, and anything in the Eighth Supplemental Indenture to the contrary

notwithstanding, (a) any Officers’ Certificate, company order, Opinion of Counsel, Security, amendment, notice, direction,

certificate of authentication appearing on or attached to any Security, supplemental indenture or other certificate, opinion of counsel,

instrument, agreement or other document delivered pursuant to this Eighth Supplemental Indenture may be executed, attested and transmitted

by any of the foregoing electronic means and formats and (b) all references in this Eighth Supplemental Indenture to the execution,

attestation or authentication of any Security or any certificate of authentication appearing on or attached to any Security by means

of a manual or facsimile signature shall be deemed to include signatures that are made or transmitted by any of the foregoing electronic

means or formats. The Trustee shall have no duty to inquire into or investigate the authenticity or authorization of any such electronic

signature and shall be entitled to conclusively rely on any such electronic signature without any liability with respect thereto.

IN WITNESS WHEREOF, the parties hereto have caused

this Eighth Supplemental Indenture to be duly executed by their respective officers thereunto duly authorized, all as of the day and

year first above written.

JACKSON FINANCIAL INC.,

as Issuer

By: /s/ Don W. Cummings

Name: Don W. Cummings

Title: Executive Vice President and Chief Financial Officer

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,

as Trustee

By: /s/ Peggy S. Guel

Name: Peggy Guel

Title: Vice President

[Jackson Financial Inc.

Senior Notes Offering 2026 — Eighth Supplemental Indenture]

EXHIBIT A

(FORM OF 6.150% SENIOR NOTES DUE 2037)

THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING

OF THE BASE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A NOMINEE OF THE DEPOSITORY. UNLESS THIS CERTIFICATE IS

PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”), A NEW YORK CORPORATION, TO JACKSON

FINANCIAL INC. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF

CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &

CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE

OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

EXCEPT AS OTHERWISE PROVIDED IN SECTION 1.04

OF THE EIGHTH SUPPLEMENTAL INDENTURE, THIS NOTE MAY BE TRANSFERRED IN WHOLE, BUT NOT IN PART, ONLY TO DTC, TO ANOTHER NOMINEE OF

DTC OR TO A SUCCESSOR DEPOSITARY OR TO A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

No. [●]

CUSIP No.: 46817MAV9

ISIN No.: US46817MAV90

JACKSON FINANCIAL INC.

Global Certificate initially representing

$750,000,000 aggregate principal amount of

6.150% Senior Notes due 2037

Regular Record

Date:

With respect

to each Interest Payment Date, the close of business on each January 1 and July 1, as the case may be (whether or not a

Business Day) immediately preceding January 15 or July 15.

Original Issue Date:

June 15, 2026

Stated Maturity:

January 15, 2037

Interest Payment Dates:

January 15 and July 15

of each year, commencing July 15, 2026

Interest Rate:

6.150% per year

Authorized Denomination:

$2,000 and any integral multiple of $1,000 in excess

thereof

This Global Certificate is in respect of a duly

authorized issue of 6.150% Senior Notes due 2037 (the “Notes”) of Jackson Financial Inc., a Delaware corporation (the

“Company,” which term includes any successor corporation under the Indenture referred to on the reverse hereof). The

Company, for value received, hereby promises to pay to Cede & Co., or registered assigns, the amount of principal of the Notes

represented by this Global Certificate on the Stated Maturity shown above, and to pay interest thereon from the Original Issue Date shown

above, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on

each Interest Payment Date as specified above, commencing July 15, 2026, and on the Stated Maturity at the Interest Rate per year

shown above until the principal hereof is paid or made available for payment and on any overdue principal and on any overdue installment

of interest at such rate to the extent permitted by law. The interest so payable, and punctually paid or duly provided for, on any Interest

Payment Date (other than an Interest Payment Date that is the Stated Maturity or any Redemption Date) will, as provided in the Indenture,

be paid to the Person in whose name this Note is registered at the close of business on the Regular Record Date as specified above next

preceding such Interest Payment Date, provided that any interest payable at Stated Maturity or on any Redemption Date will be

paid to the Person to whom principal is payable. Any such interest that is not so punctually paid or duly provided for will forthwith

cease to be payable to the holders on such Regular Record Date and may be paid as provided in Section 2.03 of the Base Indenture.

A-1

Payments of interest on this Note will include

interest accrued to but excluding the respective Interest Payment Dates. Interest payments for this Note shall be computed and paid on

the basis of a 360-day year consisting of twelve 30-day months. In the event that any date on which interest is payable on this Note

is not a Business Day, then payment of the interest payable on such date will be made on the next succeeding day that is a Business Day

(and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding

calendar year, payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made

on the date the payment was originally payable.

Payment of the principal of, and premium, if any,

and interest due on this Note at the Stated Maturity or upon redemption will be made upon surrender of this Note Corporate Trust Office

of the Trustee in the Borough of Manhattan, the City and State of New York. The principal of, and premium, if any, and interest due on

this Note shall be paid in such coin or currency of the United States of America as at the time of payment is legal tender for payment

of public and private debts. Payment of interest (including interest on any Interest Payment Date) will be made, subject to such surrender

where applicable and subject to the Trustee’s or any Paying Agent’s arrangements with the Depositary, at the option of the

Company, (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register,

or (ii) by wire transfer at such place and to such account at a banking institution in the United States of America as may be designated

in writing to the Trustee and Paying Agent at least 15 days prior to the date for payment by the Person entitled thereto.

This Note is an unsecured obligation of the Company

ranking equally in right of payment with all of the Company’s existing and future unsecured and unsubordinated indebtedness. This

Note ranks senior in right of payment to any subordinated indebtedness of the Company.

REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS

OF THIS NOTE SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT

THIS PLACE.

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Unless the certificate of authentication hereon

has been executed by the Trustee or an Authenticating Agent by manual or electronic signature, this Note shall not be entitled to any

benefit under the Indenture or be valid or obligatory for any purpose.

[Remainder of page intentionally left

blank.]

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IN WITNESS WHEREOF, the Company has caused this

instrument to be duly executed.

Dated:

JACKSON FINANCIAL INC.

By:

Name: Don W. Cummings

Title: Executive Vice President and Chief Financial Officer

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CERTIFICATE OF AUTHENTICATION

This is one of the Notes referred to in the within

mentioned Indenture.

THE

BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,

as Trustee

By:

Authorized Signatory

Dated:

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(Reverse of Note)

6.150% Senior Notes due 2037

1            This

Note is one of a duly authorized issue of senior debt securities of the Company (the “Securities”) issued and issuable

in one or more series under an Indenture, dated as of November 23, 2021 (the “Base Indenture”), as supplemented

by the Eighth Supplemental Indenture, dated as of June 15, 2026 (the “Eighth Supplemental Indenture,” and together

with the Base Indenture, the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A.,

as trustee (the “Trustee”), to which the Indenture and all indentures supplemental thereto reference is hereby made

for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the

holders of the Notes issued thereunder and of the terms upon which said Notes are, and are to be, authenticated and delivered. This Note

is one of the series designated on the face hereof as the 6.150% Senior Notes due 2037. Capitalized terms used herein for which no definition

is provided herein shall have the meanings set forth in the Indenture.

2            This

Note is exchangeable in whole or, from time to time, in part for Notes in definitive registered form only as provided herein and in the

Indenture. If (i) at any time the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for this

Note or if at any time the Depositary shall no longer be registered or in good standing as a “clearing agency” registered

pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation,

at such time as the Depositary is required to be so registered and the Depositary so notifies the Company and, in each case, the Company

does not appoint a successor Depositary within 90 days after the Company receives such notice or becomes aware of such condition, as

the case may be, (ii) any Event of Default or Default has occurred and is continuing with respect to the Notes or (iii) subject

to the procedures of the Depositary, the Company in its sole discretion determines that this Note shall be exchangeable for Notes in

definitive registered form and executes and delivers to the Security Registrar a written order of the Company providing that this Note

shall be so exchangeable, this Note shall be exchangeable for Notes in definitive registered form, provided that the definitive Notes

so issued in exchange for this Note shall be in denominations of $2,000 and integral multiples of $1,000 in excess thereof and be of

like aggregate principal amount and tenor as the portion of this Note to be exchanged. Except as provided herein or in the Eighth Supplemental

Indenture, owners of beneficial interests in this Note will not be entitled to have Notes registered in their names, will not receive

or be entitled to physical delivery of Notes in definitive registered form and will not be considered the holders thereof for any purpose

under the Indenture. None of the Company, the Trustee, any Paying Agent nor the Security Registrar shall have any responsibility or liability

for any aspect of the records relating to or payments made on account of beneficial ownership interests in this Note, or for maintaining,

supervising or reviewing any records relating to such beneficial ownership interests.

3            If

an Event of Default with respect to the Notes shall occur and be continuing, the principal of the Notes may be declared due and payable

in the manner, with the effect and subject to the conditions provided in the Indenture.

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4            The

Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations

of the Company and the rights of the holders of the Securities under the Indenture at any time by the Company and the Trustee with the

consent of the holders of not less than a majority in aggregate principal amount of the Securities at the time Outstanding of each series

to be affected. The Indenture also contains provisions permitting the holders of specified percentages in principal amount of the Notes

at the time Outstanding, on behalf of the holders of all Notes, to waive compliance by the Company with certain provisions of the Indenture

and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the holder of this Note shall be

conclusive and binding upon such holder and upon all future holders of this Note and of any Note issued upon the registration of transfer

hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note.

5            The

Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Company pursuant to this Note and

(b) restrictive covenants and the related Events of Default, upon compliance by the Company with certain conditions set forth therein,

which provisions apply to this Note.

6            (a)

At any time and from time to time prior to October 15, 2036 (the “Par Call Date”), the Notes will be redeemable

at the Company’s option, in whole or in part, at a redemption price (expressed as a percentage of principal amount and rounded

to three decimal places) equal to the greater of (1) (a) the sum of the present values of the remaining scheduled payments

of principal and interest thereon discounted to the Redemption Date (assuming the Notes matured on the Par Call Date) on a semi-annual

basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points, less (b) interest

accrued to the Redemption Date, and (2) 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued

and unpaid interest thereon to the Redemption Date.

(b)            At

any time and from time to time on or after the Par Call Date, the Notes will be redeemable at the Company’s option, in whole or

in part, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon

to the Redemption Date.

For purposes of this Section 6: