[Form 4] Jackson Financial Inc. Insider Trading Activity

Rhea-AI Filing Summary

Jackson Financial Inc. director and President & CEO Craig D. Smith acquired dividend equivalents in the form of restricted share units on 09/25/2025, tied to equity grants originally made on March 10, 2023, March 10, 2024, and March 10, 2025. The Form 4 reports three non‑derivative acquisitions (code A) with zero cash price, increasing reported beneficial ownership to 109,259.64, 109,353.12, and 109,443.55 shares after each respective grant credit. The filing was signed by an attorney‑in‑fact on 09/29/2025 and notes a power of attorney on file.

Positive

• Disclosure completed for dividend equivalents settled as restricted share units, showing transparent insider reporting
• Acquisitions are non‑cash dividend equivalents consistent with existing equity grants, not opportunistic open‑market trades

Negative

• None.

Insights

Financial Analyst

TL;DR: Insider received dividend equivalents as RSUs, modestly increasing reported holdings; transaction appears routine and non‑cash.

The Form 4 shows the reporting person acquired dividend equivalents credited as restricted share units tied to prior equity grants dated March 10 in 2023, 2024 and 2025. All transactions are coded A and recorded at $0.00, indicating non‑cash accruals rather than open‑market purchases or option exercises. The incremental increases in beneficial ownership are small in absolute terms relative to large public company floats and reflect standard compensation mechanics rather than strategic buying or dilution events.

Corporate Governance Expert

TL;DR: This is a routine compensation related filing; disclosure is timely and documents use of a power of attorney.

The disclosure identifies the reporting person as President & CEO and Director and explains the acquisitions as dividend equivalents settled in restricted share units subject to the original grant terms. The presence of an attorney‑in‑fact signature and an explicit remark that a power of attorney is on file indicates proper procedural handling of the filing. No departures, elections, or amendments to grant terms are stated.

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).

1. Name and Address of Reporting Person^*

Smith Craig Donald

(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)
	President and CEO PPM America

3. Date of Earliest Transaction (Month/Day/Year)
09/25/2025

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(1)	09/25/2025		A		59.25	A	$0.00	109,259.64	D
Common Stock(2)	09/25/2025		A		93.48	A	$0.00	109,353.12	D
Common Stock(3)	09/25/2025		A		90.43	A	$0.00	109,443.55	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. Acquired dividend equivalents in the form of restricted share units that are subject to the same terms and conditions as the underlying equity granted to the reporting person on March 10, 2023.

2. Acquired dividend equivalents in the form of restricted share units that are subject to the same terms and conditions as the underlying equity granted to the reporting person on March 10, 2024.

3. Acquired dividend equivalents in the form of restricted share units that are subject to the same terms and conditions as the underlying equity granted to the reporting person on March 10, 2025.

Remarks:

Power of Attorney on file.

	/s/ Kristan L. Richardson, as Attorney-in-Fact	09/29/2025
	** 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.

FAQ

What did Craig D. Smith report on the Form 4 for JXN?

He reported acquisitions of dividend equivalents in the form of restricted share units on 09/25/2025, tied to grants from March 10, 2023, 2024 and 2025.

How many Jackson Financial (JXN) shares did the filing show after the transactions?

The reported beneficial ownership amounts after the credits were 109,259.64, 109,353.12, and 109,443.55 shares respectively.

Were the transactions purchases paid in cash?

No. Each transaction is reported at a price of $0.00, indicating these were non‑cash dividend equivalents credited as RSUs.

Who signed the Form 4 filing?

The form was signed by Kristan L. Richardson as Attorney‑in‑Fact on 09/29/2025, and the filing notes a power of attorney on file.

Does the Form 4 indicate any change to the underlying equity grant terms?

No. The explanation states the dividend equivalents are subject to the same terms and conditions as the underlying equity grants; no amendments are disclosed.