Jackson Financial (NYSE: JXN) CFO nets shares after equity vesting and tax withholding

Rhea-AI Filing Summary

Jackson Financial Inc. executive vice president and CFO Don W. Cummings reported routine equity compensation activity in the form of restricted and performance share vesting and related tax withholding. On March 10, 2026, a total of 10,929.98 common shares were withheld at $108.87 per share to cover tax obligations tied to multiple tranches of previously granted RSUs and PSUs that vested and converted 1:1 into common stock. On the same date, he received an annual grant of 8,595 restricted share units at no purchase price, scheduled to vest in three equal annual installments. Following these transactions, Cummings directly holds 72,343.87 shares of Jackson Financial common stock. These F-code dispositions reflect tax payments rather than open-market sales, while the A-code entry represents a standard compensation 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).

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)
03/10/2026

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	03/10/2026		F		816.33(1)	D	$108.87	73,862.52	D
Common Stock	03/10/2026		F		5,751.38(2)	D	$108.87	68,111.14	D
Common Stock	03/10/2026		F		1,165.55(3)	D	$108.87	66,945.59	D
Common Stock	03/10/2026		F		1,957.74(4)	D	$108.87	64,987.85	D
Common Stock	03/10/2026		F		1,238.98(5)	D	$108.87	63,748.87	D
Common Stock	03/10/2026		A		8,595(6)	A	$0.00	72,343.87	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. Shares withheld to pay the reporting person's tax withholding obligation upon vesting of the third and final tranche of the March 10, 2023, restricted share units ("RSUs"). The RSUs will convert 1:1 into common stock. Upon vesting, net shares were distributed and the related fractional share was applied to cover the tax obligation for the reporting person.

2. Shares withheld to pay the reporting person's tax withholding obligation upon cliff vesting of the earned March 10, 2023, performance share units ("PSUs"). The PSUs will convert 1:1 into common stock. Upon vesting, net shares were distributed and the related fractional share was applied to cover the tax obligation for the reporting person.

3. Shares withheld to pay the reporting person's tax withholding obligation upon vesting of the second tranche of the March 10, 2024, restricted share units ("RSUs"). The RSUs will convert 1:1 into common stock. Upon vesting, net shares were distributed and the related fractional share was applied to cover the tax obligation for the reporting person.

4. Shares withheld to pay the reporting person's tax withholding obligation upon vesting of the final half of the March 10, 2024, restricted share units ("RSUs") Retention Award. The RSUs will convert 1:1 into common stock. Upon vesting, net shares were distributed and the related fractional share was applied to cover the tax obligation for the reporting person.

5. Shares withheld to pay the reporting person's tax withholding obligation upon vesting of the first tranche of the March 10, 2025, restricted share units ("RSUs"). The RSUs will convert 1:1 into common stock. Upon vesting, net shares were distributed and the related fractional share was applied to cover the tax obligation for the reporting person.

6. Reflects the March 10, 2026, annual grant of restricted share units which vest on a 1:1 basis in three equal tranches, beginning on the first anniversary of the grant date.

Remarks:

Power of Attorney on file.

	/s/ Kristan L. Richardson, as Attorney-in-Fact	03/12/2026
	** 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).
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FAQ

What insider transactions did Jackson Financial (JXN) disclose for CFO Don Cummings?

Jackson Financial reported that CFO Don Cummings had several equity awards vest, with 10,929.98 common shares withheld to satisfy tax obligations and an annual grant of 8,595 restricted share units. These events reflect compensation and tax mechanics rather than open-market buying or selling.

Were the Jackson Financial (JXN) CFO’s recent share dispositions open-market sales?

No. The reported F-code transactions for the Jackson Financial CFO were shares withheld to pay tax liabilities on vested RSUs and PSUs at $108.87 per share. These are administrative tax-withholding events, not discretionary open-market stock sales by the executive.

How many Jackson Financial (JXN) shares does the CFO hold after the Form 4 transactions?

After the reported vesting, tax withholding, and new grant, CFO Don Cummings directly holds 72,343.87 shares of Jackson Financial common stock. This figure reflects his updated equity position following the March 10, 2026 compensation-related transactions disclosed in the Form 4.

What new stock award did Jackson Financial (JXN) grant its CFO on March 10, 2026?

Jackson Financial granted CFO Don Cummings 8,595 restricted share units on March 10, 2026. These RSUs vest 1:1 into common stock in three equal annual tranches, beginning on the first anniversary of the grant date, representing a routine annual equity compensation award.

Why were Jackson Financial (JXN) shares withheld from the CFO’s vested awards?

Shares were withheld to cover the CFO’s tax withholding obligations when tranches of RSUs, a PSU award, and a retention RSU award vested. Instead of paying cash, 10,929.98 common shares were applied toward taxes at $108.87 per share, a standard compensation practice.