Jackson Financial (NYSE: JXN) EVP gets RSU grant as shares withheld for tax

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Jackson Financial Inc. executive vice president and general counsel Carrie Chelko reported routine equity compensation activity in common stock. On March 10, 2026, a total of 15,687.03 shares were withheld to cover tax obligations as previously granted RSUs and PSUs vested, at a price of $108.87 per share. The same day, she received a new annual grant of 5,730 restricted share units, which vest in three equal tranches beginning one year after the grant date. After these transactions, Chelko directly held about 88,173 shares of Jackson Financial common stock, reflecting compensation-related adjustments rather than open-market trading.

Insider Trade Summary

5 transactions reported

Mixed 5 txns

Insider Chelko Carrie

Role EVP and General Counsel

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	1,780.62	$108.87	$194K
Tax Withholding	Common Stock	11,253.67	$108.87	$1.23M
Tax Withholding	Common Stock	1,579.25	$108.87	$172K
Tax Withholding	Common Stock	1,073.49	$108.87	$117K
Grant/Award	Common Stock	5,730	$0.00	--

Holdings After Transaction: Common Stock — 96,349.5 shares (Direct)

Footnotes (1)

Shares withheld to pay the reporting person's tax withholding obligation upon vesting of the third and final tranche of the March 10, 2023, restricted share units ("RSUs"). The RSUs will convert 1:1 into common stock. Upon vesting, net shares were distributed and the related fractional share was applied to cover the tax obligation for the reporting person. Shares withheld to pay the reporting person's tax withholding obligation upon cliff vesting of the earned March 10, 2023, performance share units ("PSUs"). The PSUs will convert 1:1 into common stock. Upon vesting, net shares were distributed and the related fractional share was applied to cover the tax obligation for the reporting person. Shares withheld to pay the reporting person's tax withholding obligation upon vesting of the second tranche of the March 10, 2024, restricted share units ("RSUs"). The RSUs will convert 1:1 into common stock. Upon vesting, net shares were distributed and the related fractional share was applied to cover the tax obligation for the reporting person. Shares withheld to pay the reporting person's tax withholding obligation upon vesting of the first tranche of the March 10, 2025, restricted share units ("RSUs"). The RSUs will convert 1:1 into common stock. Upon vesting, net shares were distributed and the related fractional share was applied to cover the tax obligation for the reporting person. Reflects the March 10, 2026, annual grant of restricted share units which vest on a 1:1 basis in three equal tranches, beginning on the first anniversary of the grant date, subject to the reporting person's continued employment through such dates.

Form 4 Insider Transactions: What Each Field Means →

03/12/2026 - 04:20 PM

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^*

Chelko Carrie

(Last)

(First)

(Middle)

1 CORPORATE WAY

(Street)

LANSING

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 General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/10/2026		F		1,780.62⁽¹⁾	D	$108.87	96,349.5	D
Common Stock	03/10/2026		F		11,253.67⁽²⁾	D	$108.87	85,095.83	D
Common Stock	03/10/2026		F		1,579.25⁽³⁾	D	$108.87	83,516.58	D
Common Stock	03/10/2026		F		1,073.49⁽⁴⁾	D	$108.87	82,443.09	D
Common Stock	03/10/2026		A		5,730⁽⁵⁾	A	$0.00	88,173.09	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Shares withheld to pay the reporting person's tax withholding obligation upon vesting of the third and final tranche of the March 10, 2023, restricted share units ("RSUs"). The RSUs will convert 1:1 into common stock. Upon vesting, net shares were distributed and the related fractional share was applied to cover the tax obligation for the reporting person.

2. Shares withheld to pay the reporting person's tax withholding obligation upon cliff vesting of the earned March 10, 2023, performance share units ("PSUs"). The PSUs will convert 1:1 into common stock. Upon vesting, net shares were distributed and the related fractional share was applied to cover the tax obligation for the reporting person.

3. Shares withheld to pay the reporting person's tax withholding obligation upon vesting of the second tranche of the March 10, 2024, restricted share units ("RSUs"). The RSUs will convert 1:1 into common stock. Upon vesting, net shares were distributed and the related fractional share was applied to cover the tax obligation for the reporting person.

4. Shares withheld to pay the reporting person's tax withholding obligation upon vesting of the first tranche of the March 10, 2025, restricted share units ("RSUs"). The RSUs will convert 1:1 into common stock. Upon vesting, net shares were distributed and the related fractional share was applied to cover the tax obligation for the reporting person.

5. Reflects the March 10, 2026, annual grant of restricted share units which vest on a 1:1 basis in three equal tranches, beginning on the first anniversary of the grant date, subject to the reporting person's continued employment through such dates.

Remarks:

Power of Attorney on file.

	/s/ Kristan L. Richardson, as Attorney-in-Fact	03/12/2026
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Jackson Financial (JXN) EVP Carrie Chelko report in this Form 4?

Carrie Chelko reported compensation-related stock activity, not market trades. Shares were withheld to cover taxes on vesting RSUs and PSUs, and she received a new restricted share unit grant as part of her annual equity compensation.

How many Jackson Financial (JXN) shares were withheld for taxes in Chelko’s filing?

The filing shows 15,687.03 common shares withheld for tax obligations. These withholdings occurred as multiple tranches of previously granted restricted share units and performance share units vested and converted into common stock on March 10, 2026.

What new equity award did Carrie Chelko receive from Jackson Financial (JXN)?

Chelko received an annual grant of 5,730 restricted share units. According to the disclosure, these RSUs vest on a one-for-one basis in three equal tranches, starting on the first anniversary of the March 10, 2026 grant date, conditional on continued employment.

Are the transactions in Carrie Chelko’s Jackson Financial (JXN) Form 4 open-market sales?

No, the reported dispositions are tax-withholding events, not open-market sales. Shares were automatically withheld to satisfy tax liabilities upon vesting of RSUs and PSUs, which is a standard administrative mechanism for equity compensation.

How many Jackson Financial (JXN) shares does Carrie Chelko hold after these transactions?

After the reported equity award and tax-withholding entries, Chelko directly holds about 88,173 shares of Jackson Financial common stock. This figure reflects her position following the March 10, 2026 vesting and new restricted share unit grant.

What do the RSU and PSU vestings in Jackson Financial (JXN) indicate for Chelko?

The RSU and PSU vestings indicate previously granted long-term incentives reached their vesting dates. Units converted one-for-one into common stock, with net shares delivered to Chelko after withholding some shares to cover tax obligations associated with the income recognition.