Jackson Financial (NYSE: JXN) EVP earns 25,922.67-share award

Rhea-AI Filing Summary

Jackson Financial Inc. EVP and General Counsel Carrie Chelko reported the acquisition of 25,922.67 shares of Jackson Financial common stock on February 2, 2026 at a price of $0.00 per share, bringing her directly held stake to 98,130.12 shares.

According to the footnote, these shares (including accrued dividend equivalents) were earned under a 2023 Performance Share Unit award that vests in a single tranche on March 10, 2026, subject to continued employment. The PSUs convert into common stock on a one-for-one basis.

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

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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^*

Chelko Carrie

(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 General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
02/02/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/02/2026		A(1)		25,922.67	A	$0.00	98,130.12	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 (and accrued dividend equivalents) earned based on achievement of performance metrics of the 2023 Performance Share Unit Award ("PSU") that cliff vest on March 10, 2026, subject to continued employment through such date. The PSUs will convert 1:1 into common stock.

Remarks:

Power of Attorney on file.

	/s/ Kristan L. Richardson, as Attorney-in-Fact	02/04/2026
	** 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.

FAQ

What insider transaction did JXN disclose for EVP and General Counsel Carrie Chelko?

Jackson Financial reported that EVP and General Counsel Carrie Chelko acquired 25,922.67 shares of common stock at $0.00 per share. The shares were earned from a 2023 performance share unit award, increasing her directly held position to 98,130.12 shares after the transaction.

How many Jackson Financial (JXN) shares does Carrie Chelko own after this Form 4?

After the reported transaction, Carrie Chelko beneficially owns 98,130.12 Jackson Financial common shares directly. This total reflects the addition of 25,922.67 shares earned under a 2023 performance share unit award that converted into common stock.

What is the nature of the 25,922.67-share award reported for JXN EVP Carrie Chelko?

The 25,922.67 shares represent common stock and accrued dividend equivalents earned from a 2023 Performance Share Unit award. The award is tied to achievement of performance metrics and will cliff vest on March 10, 2026, assuming continued employment through that date.

At what price were the Jackson Financial shares acquired in the Chelko Form 4?

The 25,922.67 Jackson Financial shares reported for Carrie Chelko were acquired at $0.00 per share. This indicates a compensation-related grant rather than an open-market purchase, arising from the vesting and conversion mechanics of a prior 2023 performance share unit award.

When do the performance share units underlying Chelko’s JXN award vest?

The performance share units tied to Carrie Chelko’s 2023 award are scheduled to cliff vest on March 10, 2026. Vesting is contingent on her continued employment through that date, after which the PSUs convert to common stock on a one-for-one basis.

What role does performance play in the 2023 PSU award reported for JXN’s Carrie Chelko?

The 2023 Performance Share Unit award for Carrie Chelko is earned based on achievement of specified performance metrics. Shares and accrued dividend equivalents were credited according to those results, with the units converting to common stock at a one-to-one ratio upon vesting in March 2026.