[Form 4] Jackson Financial Inc. Insider Trading Activity

Rhea-AI Filing Summary

Don W. Cummings, EVP and CFO of Jackson Financial Inc. (JXN), reported acquisitions on Form 4 dated 09/25/2025. The filing shows he acquired dividend equivalents in the form of restricted share units (RSUs) tied to five separate equity awards originally granted on March 10, 2023; March 10, 2024; March 10, 2024 (retention award); September 10, 2024; and March 10, 2025. Each line is reported as an acquisition (Code A) and lists the resulting beneficial ownership amounts after each transaction (for example, roughly 60,742 to 60,934 shares shown). The transactions were reported under a power of attorney and the Form 4 was signed by an attorney-in-fact on 09/29/2025.

Positive

• Executive-share alignment: Dividend equivalents converted to RSUs increase the reporting person's equity stake and align management with shareholders.
• Routine disclosure compliance: Transactions were properly reported on Form 4 and signed by an attorney-in-fact, indicating procedural compliance.

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine non-cash RSU dividend-equivalent accruals for the CFO; modest impact on share count and no cash proceeds reported.

The filing documents the accrual and conversion of dividend equivalents into restricted share units across five prior equity grants, all reported as acquisitions (Code A). These are non-cash, administrative equity increases that align executive compensation with shareholder outcomes but do not indicate open-market buying or selling pressure. The reported post-transaction beneficial ownership figures cluster around 60.7k–60.9k shares, suggesting incremental increases rather than material shifts in ownership percentage. No exercise prices or cash proceeds are reported, consistent with dividend-equivalent RSU treatment.

Corporate Governance Expert

TL;DR: Standard insider compensation mechanics; supports alignment without signaling major governance changes.

The disclosure states the acquisitions are dividend equivalents converted to RSUs tied to previously granted awards (including a retention award). This is a customary administrative disclosure that reinforces retention and alignment practices. The presence of a power of attorney and attorney-in-fact signature is procedural. There is no indication of unusual acceleration, forfeiture, or change in award terms in this filing; thus it appears routine from a governance perspective.

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).

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)
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		16.36	A	$0.00	60,742.32	D
Common Stock(2)	09/25/2025		A		46.72	A	$0.00	60,789.04	D
Common Stock(3)	09/25/2025		A		36.98	A	$0.00	60,826.02	D
Common Stock(4)	09/25/2025		A		30.19	A	$0.00	60,856.21	D
Common Stock(5)	09/25/2025		A		77.51	A	$0.00	60,933.72	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, 2024 as a Retention Award.

4. 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 September 10, 2024.

5. 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/ 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 did Don W. Cummings (JXN) report on Form 4 dated 09/25/2025?

He reported the acquisition of dividend equivalents converted to restricted share units (RSUs) related to five prior equity awards granted between March 10, 2023 and March 10, 2025.

Were any cash proceeds or sales reported by the insider in this Form 4?

No. The filing lists the transactions as acquisitions (Code A) of dividend equivalents in the form of RSUs and shows a $0.00 price for the reported items.

How many shares did the filing show as beneficially owned after the transactions?

The reported post-transaction beneficial ownership amounts are shown in the filing at approximately 60,742.32, 60,789.04, 60,826.02, 60,856.21, and 60,933.72 for the respective lines.

Do these transactions indicate open-market purchases or sales?

No. These entries are non-cash dividend equivalents converted into RSUs, not open-market purchases or dispositions.

Who signed the Form 4 and how was it filed?

The Form 4 was signed by Kristan L. Richardson as Attorney-in-Fact on 09/29/2025, and a power of attorney is on file per the remarks.