JXN EVP & CFO withholds shares for FICA taxes on RSU vesting

Rhea-AI Filing Summary

Jackson Financial Inc. (JXN) EVP and CFO reports tax-related share withholding

Jackson Financial Inc.'s Executive Vice President and Chief Financial Officer reported two transactions in company common stock dated 11/20/2025. The filing shows that 150.64 shares and 386.72 shares of common stock were withheld at a price of $91.82 per share. These withholdings were used to cover FICA taxes triggered when the executive became retirement eligible.

Both transactions relate to the accelerated vesting, on a 1:1 basis, of restricted share units granted on September 10, 2024 (mid-cycle grant) and March 10, 2025 (annual grant. After these transactions, the executive beneficially owned 60,783.08 and then 60,396.36 shares of Jackson common stock, held directly.

Insider Trade Summary

Net Seller: 537.36 shares

Net Sell 2 txns

Insider Cummings Don W

Role EVP and CFO

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	150.64	$91.82	$14K
Exercise Price or Tax Liability	Common Stock	386.72	$91.82	$36K

Holdings After Transaction: Common Stock — 60,396.36 shares (Direct)

Footnotes (2)

1. F1. Reflects the withholding of shares of common stock issued upon the accelerated vesting, on a 1:1 basis, of an equal number of restricted share units granted as part of the September 10, 2024 mid-cycle grant, to pay FICA taxes associated with the reporting person becoming retirement eligible.
2. F2. Reflects the withholding of shares of common stock issued upon the accelerated vesting, on a 1:1 basis, of an equal number of restricted share units granted as part of the March 10, 2025 annual grant, to pay FICA taxes associated with the reporting person becoming retirement eligible.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 11/24/2025 - 02:15 PM Learn about SEC filing dates

FAQ

What did Jackson Financial Inc. (JXN) disclose in this Form 4 filing?

The filing reports that Jackson Financial Inc.'s EVP and CFO had shares of common stock withheld on 11/20/2025 to pay FICA taxes related to the accelerated vesting of restricted share units upon becoming retirement eligible.

How many Jackson Financial (JXN) shares were withheld in these transactions?

The filing shows that 150.64 shares and 386.72 shares of Jackson Financial Inc. common stock were withheld, each at a price of $91.82 per share.

What grants are associated with the Jackson Financial (JXN) EVP and CFO’s share withholding?

The withholdings relate to shares issued upon accelerated vesting of restricted share units granted as part of the September 10, 2024 mid-cycle grant and the March 10, 2025 annual grant.

How many Jackson Financial (JXN) shares does the EVP and CFO own after these transactions?

Following the reported transactions, the executive beneficially owned 60,396.36 shares of Jackson Financial Inc. common stock, held in direct ownership form.

Is this Jackson Financial (JXN) Form 4 related to a Rule 10b5-1 trading plan?

The form includes a checkbox for indicating a transaction made under a Rule 10b5-1(c) trading plan, but the excerpt does not show that this box was checked for the reported transactions.

Why were Jackson Financial (JXN) shares withheld instead of sold on the market?

The explanation states the shares were withheld to pay FICA taxes associated with the reporting person becoming retirement eligible, in connection with the accelerated vesting of restricted share units.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Cummings Don W

(Last) (First) (Middle)

1 CORPORATE WAY

(Street)

LANSING MI 48951

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Jackson Financial Inc. [ JXN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP and CFO

3. Date of Earliest Transaction (Month/Day/Year)
11/20/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/20/2025		F(1)		150.64	D	$91.82	60,783.08	D
Common Stock	11/20/2025		F(2)		386.72	D	$91.82	60,396.36	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Reflects the withholding of shares of common stock issued upon the accelerated vesting, on a 1:1 basis, of an equal number of restricted share units granted as part of the September 10, 2024 mid-cycle grant, to pay FICA taxes associated with the reporting person becoming retirement eligible.

2. Reflects the withholding of shares of common stock issued upon the accelerated vesting, on a 1:1 basis, of an equal number of restricted share units granted as part of the March 10, 2025 annual grant, to pay FICA taxes associated with the reporting person becoming retirement eligible.

Remarks:

Power of Attorney on file.

	/s/ Kristan L. Richardson, as Attorney-in-Fact	11/24/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.