[Form 4] Jackson Financial Inc. Insider Trading Activity

Rhea-AI Filing Summary

Jackson Financial insider Don W. Cummings, EVP and CFO, reported a routine withholding sale related to the vesting of restricted share units. On 09/10/2025 the form shows 792.42 shares were disposed at a price of $96.87 to cover the reporting person’s tax obligation on the first tranche of a September 10, 2024 restricted share unit award. After the withholding, the report lists 60,725.96 shares beneficially owned by the reporting person, held directly. The filing notes net shares were distributed and fractional shares applied to cover taxes.

Positive

• Reporting person retains substantial ownership: 60,725.96 shares held directly following the transaction
• Transparent disclosure: Filing includes explanation that shares were withheld to cover taxes and is signed by an attorney-in-fact

Negative

• Shares disposed: 792.42 shares were sold/withheld at $96.87 to satisfy tax obligations

Insights

Corporate Governance Expert

TL;DR: Routine insider tax-withholding sale on RSU vesting; no governance red flags.

The Form 4 documents a withholding disposition of 792.42 shares at $96.87 tied to RSU vesting, a common administrative event to satisfy tax obligations. The reporting person remains a significant direct holder with 60,725.96 shares after the transaction. The filing includes a power of attorney signature, which is standard for such administrative filings. There is no indication of unusual timing or additional derivative activity in this disclosure.

Securities/Filing Compliance Analyst

TL;DR: Disclosure appears complete for a withholding transaction; execution and explanation are consistent.

The entry uses transaction code F and provides an explanatory note that shares were withheld 1:1 to cover taxes upon vesting of an RSU award dated September 10, 2024. The reported post-transaction beneficial ownership figure is provided, and the form is signed by an attorney-in-fact, indicating proper procedural handling. This is a routine Form 4 disclosure without additional material transactions disclosed.

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

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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)
09/10/2025

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	09/10/2025		F		792.42(1)	D	$96.87	60,725.96	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 shares withheld to cover the reporting person's tax obligation upon vesting, on a 1:1 basis, of the first tranche of the September 10, 2024, restricted share unit award. Upon vesting, net shares were distributed and any related fractional share was applied to cover the tax obligation for the reporting person.

Remarks:

Power of Attorney on file.

	/s/ Kristan L. Richardson, as Attorney-in-Fact	09/12/2025
	** 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 transaction did Don W. Cummings report on the Form 4 for JXN?

The Form 4 reports a withholding disposition of 792.42 shares on 09/10/2025 at a price of $96.87 to cover taxes from RSU vesting.

Why were shares disposed according to the filing?

The filing states shares were withheld on a 1:1 basis to cover the reporting person’s tax obligation upon vesting of the first tranche of a September 10, 2024 restricted share unit award.

How many Jackson Financial (JXN) shares does the reporting person own after the transaction?

The Form 4 reports 60,725.96 shares beneficially owned by the reporting person following the reported transaction.

Who signed the Form 4 and when was it filed?

The form is signed by Kristan L. Richardson, as Attorney-in-Fact on 09/12/2025.

Does the filing indicate any derivative transactions or other security types?

No. Table II (derivative securities) contains no reported derivative transactions in this filing.