[Form 4] Jackson Financial Inc. Insider Trading Activity

Rhea-AI Filing Summary

Schedule 13G highlights: Interactive Communications International, Inc. ("InComm"), HI Technology Corp ("HIT") and Merrill Brooks Smith have jointly disclosed a passive ownership position in Giftify, Inc. common stock.

• Shares owned: 2,595,370.
• Ownership percentage: 8.7 % of Giftify’s 29,684,336 outstanding shares (per the issuer’s SEC filings dated May 13 and June 5 2025).
• Voting & dispositive power: All three reporting persons share voting and dispositive power over the entire block; none holds sole power.
• Control structure: HIT owns and controls InComm; Smith is CEO and majority shareholder of HIT. Both HIT and Smith disclaim beneficial ownership despite shared power.
• Filing status: Filed on June 30 2025 for an event on December 29 2023, under Rule 13d-1(c) (passive investors).

The filing signals that a corporate group led by Smith has accumulated a sizeable, but non-controlling, stake. As a Schedule 13G (rather than 13D), the investors attest they are not pursuing control or activism. Nevertheless, an 8.7 % holding can influence corporate actions that require shareholder approval and may attract market attention to Giftify’s register.

Positive

• Significant passive stake: A coordinated group now owns 8.7 % of Giftify, indicating outside interest and potential support for management initiatives.

Negative

• None.

Insights

Securities Analyst

TL;DR: InComm group discloses 8.7 % passive stake in Giftify; no control intent stated.

At nearly one-tenth of shares outstanding, the InComm/HIT/Smith block represents a meaningful minority position. Because the group filed a 13G, they certify passive intent, limiting near-term governance impact. However, their shared voting power could become pivotal in closely contested matters, and their presence adds institutional credibility. The absence of sole power suggests coordinated decision-making inside the group. Overall, the disclosure is informative but not transformational for valuation absent activism or strategic transactions.

Corporate Governance Expert

TL;DR: New 8.7 % shareholder bloc may sway future votes despite passive stance.

The tri-party structure—InComm (FL), HIT (GA) and CEO-owner Merrill Brooks Smith—creates a concentrated voting unit. Even passive holders can influence M&A approvals, equity issuances or proxy battles if other investors are fragmented. Management should monitor engagement levels and disclosure updates in case the bloc shifts to a Schedule 13D. Because the investors expressly disclaim intent to change control, immediate governance risk is low; nonetheless, a single entity coordinating 8.7 % triggers watch-list status under many institutional voting policies.

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^*

Prieskorn Laura Louene

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO, President and Director

3. Date of Earliest Transaction (Month/Day/Year)
06/26/2025

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)	06/26/2025		A		194.69	A	$0.00	429,997.17	D
Common Stock(2)	06/26/2025		A		313.8	A	$0.00	430,310.97	D
Common Stock(3)	06/26/2025		A		318.31	A	$0.00	430,629.28	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/ Koreen A. Ryan, as Attorney-in-Fact	06/30/2025
	** 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

How many Giftify (CUSIP 74940T104) shares does InComm own?

The filing reports 2,595,370 common shares beneficially owned.

What percentage of Giftify’s outstanding shares does the 13G group hold?

The group’s holdings represent 8.7 % of the issuer’s outstanding common stock.

Is the stake considered passive or activist?

Filed under Rule 13d-1(c), the group certifies a passive investment intent (Schedule 13G).

Who controls the disclosed shares?

Shared control rests with InComm, HIT and Merrill Brooks Smith; none has sole voting or dispositive power.

Could this filing affect upcoming Giftify shareholder votes?

With 8.7 % voting power, the bloc could be influential in close votes even though it claims no control intent.