Jackson Financial EVP reports 702.2-share withholding after RSU vesting

Rhea-AI Filing Summary

Christopher Raub, Executive Vice President and director of Jackson Financial Inc. (JXN), reported a transaction dated 09/10/2025 on Form 4. The filing shows a disposition of 702.2 shares of Jackson Financial common stock at a price of $96.87 per share, leaving the reporting person with 30,248.5 shares beneficially owned, direct. The form notes the shares were withheld to cover tax obligations upon vesting of the second tranche of a September 10, 2023 restricted share unit award; net shares were distributed and fractional shares applied to tax withholding.

The action appears to be a routine tax-related share withholding rather than an open-market sale; a power of attorney is on file and the form was signed by an attorney-in-fact on 09/12/2025.

Insights

Securities Analyst

TL;DR: Routine tax-withholding disposition of RSUs; non-material to company fundamentals.

The reported disposition of 702.2 shares at $96.87 reflects shares withheld to satisfy tax obligations on vested restricted share units. This is a common insider administrative transaction and does not indicate an intent to liquidate additional holdings or a change in insider confidence. The remaining direct holding of 30,248.5 shares suggests continued ownership alignment with shareholders. No derivative activity or unusual codes beyond standard withholding are present.

Corporate Governance Expert

TL;DR: Compliance-focused filing showing standard withholding; governance implications are minimal.

The filing documents proper Section 16 reporting for an officer and director and discloses that withholding occurred to meet tax obligations on RSU vesting. The use of a power of attorney for signature is routine. There are no indications of problematic insider trading patterns or governance-related red flags in this single disclosure.

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
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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^*

Raub Christopher

(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)
	Executive Vice President

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		702.2(1)	D	$96.87	30,248.5	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 second tranche of the September 10, 2023, 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 did JXN insider Christopher Raub report on Form 4?

The Form 4 reports a disposition of 702.2 shares at $96.87 per share on 09/10/2025, leaving 30,248.5 shares beneficially owned, direct.

Why were the 702.2 shares disposed of by the JXN insider?

The filing states the shares were withheld to cover tax obligations upon vesting of the second tranche of a restricted share unit award dated 09/10/2023.

Does the Form 4 show any derivative or option transactions for JXN?

No. Table II for derivative securities contains no reported transactions; the filing only reports a non-derivative share disposition.

Who signed the Form 4 for the reporting person?

The Form 4 was signed by Kristan L. Richardson, as Attorney-in-Fact on 09/12/2025; a power of attorney is on file.

Is this transaction considered unusual or material for JXN?

The filing characterizes the transaction as routine tax withholding on RSU vesting; the experts in the filing context rate it as neutral/not materially impactful.