[Form 4] Jackson Financial Inc. Insider Trading Activity

Rhea-AI Filing Summary

Reporting person Lily Fu Claffee, a director of Jackson Financial Inc. (JXN), reported an acquisition on 09/25/2025 of 339.07 shares of common stock as an award (Transaction Code A) recorded at a $0.00 price. The filing states these shares represent dividend equivalent units (DEUs) credited on restricted share units and unvested restricted stock and that the DEUs follow the same terms as the underlying awards. Following the transaction, Claffee beneficially owns 43,643.1 shares (reported as direct ownership). The form was signed by an attorney-in-fact on 09/29/2025.

Positive

• Acquisition of 339.07 shares via dividend equivalent units increased the director's beneficial holding to 43,643.1 shares
• DEUs follow same terms as the underlying restricted awards, preserving alignment between compensation and shareholder interests

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Director received a small, routine equity-related award via dividend equivalents; ownership increased modestly.

The Form 4 discloses a non-cash grant of 339.07 shares as dividend equivalent units tied to existing restricted equity awards. This is a standard mechanism to preserve economic parity between cash dividends and equity compensation for unvested awards. The filing confirms the DEUs carry the same vesting and transfer restrictions as the underlying awards, which limits immediate liquidity and governance change. The change raises the director's reported beneficial holdings to 43,643.1 shares but does not indicate exercised options, sales, or other market transactions.

Securities Analyst

TL;DR: Transaction is non-cash and routine; immaterial to market valuation given its size and nature.

The entry shows an acquisition coded as A at $0.00 reflecting DEUs rather than an open-market purchase. The reported 339.07-share increase is small relative to the total reported holding and no cash consideration or derivative exercise is noted. There are no sales or transfers disclosed that would signal insider monetization. From a disclosure perspective, the form is complete within its scope, identifying direct beneficial ownership and the nature of the award.

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).

1. Name and Address of Reporting Person^*

Claffee Lily Fu

(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
	Officer (give title below)		Other (specify below)

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		339.07	A	$0.00	43,643.1	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. These shares reflect additional restricted share units received as dividend equivalent units ("DEUs") on restricted share units and unvested restricted stock. The DEUs are subject to the same terms and conditions as the underlying equity awards on which they accrue.

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 transaction did JXN director Lily Fu Claffee report on Form 4?

She reported an acquisition of 339.07 shares on 09/25/2025 recorded as dividend equivalent units (DEUs) on restricted awards.

How many JXN shares does Lily Fu Claffee beneficially own after the reported transaction?

The filing reports 43,643.1 shares of beneficial ownership following the transaction.

Were any shares sold or bought on the open market in this Form 4 for JXN?

No. The transaction is coded as an acquisition of DEUs at a $0.00 price, not an open-market purchase or sale.

What are the dividend equivalent units (DEUs) described in the filing?

The filing states the DEUs are credited on restricted share units and unvested restricted stock and are subject to the same terms and conditions as the underlying awards.

Who signed the Form 4 for the reporting person?

The form was signed by Kristan L. Richardson, as Attorney-in-Fact, on 09/29/2025.