[Form 4] Jackson Financial Inc. Insider Trading Activity

Rhea-AI Filing Summary

Carrie Chelko, EVP and General Counsel of Jackson Financial Inc. (JXN), reported acquisitions on 09/25/2025 of dividend equivalents paid as restricted share units related to equity grants dated March 10, 2023, March 10, 2024 and March 10, 2025. The filing shows three separate non-derivative acquisitions recorded as 31.14, 55.22 and 56.29 (units) with resulting beneficial ownership balances of 71,959.24, 72,014.46 and 72,070.75 shares following each transaction. These restricted share units are subject to the same terms as the underlying equity grants and require continued employment through each vesting date.

Positive

• Dividend equivalents were acquired as restricted share units tied to prior equity grants dated March 10, 2023, 2024 and 2025
• Transactions recorded on 09/25/2025 increased reported beneficial ownership to 72,070.75 shares at the highest reported balance
• No cash paid for the dividend equivalents (price reported as $0.00), indicating issuance as compensation adjustments

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine issuance of dividend equivalents as restricted share units aligns executive compensation with equity awards without immediate cash payout.

The Form 4 documents that the reporting person received dividend equivalents in the form of restricted share units tied to prior equity grants dated March 10 of 2023, 2024 and 2025. These units are subject to continued employment through vesting dates, indicating they function as compensation-related adjustments rather than open-market purchases or exercises. From a governance perspective, this is a standard mechanism to preserve parity between cash dividends and equity awards while maintaining vesting conditions.

Securities Analyst

TL;DR: Transactions are non-derivative award accruals on 09/25/2025 with modest incremental share counts reflected in beneficial ownership totals.

The reported entries are coded as acquisitions (A) of dividend equivalents settled as restricted share units with zero cash price reported. Each line updates the beneficial ownership total to 71,959.24, 72,014.46 and 72,070.75 shares respectively, showing incremental increases in reported holdings. There is no cash transaction or option exercise disclosed, and the filing confirms a power of attorney signature for the submission.

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).

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)
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		31.14	A	$0.00	71,959.24	D
Common Stock(2)	09/25/2025		A		55.22	A	$0.00	72,014.46	D
Common Stock(3)	09/25/2025		A		56.29	A	$0.00	72,070.75	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, subject to continued employment through each vesting date.

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, subject to continued employment through each vesting date.

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, subject to continued employment through each vesting date.

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 transactions did Carrie Chelko report on Form 4 for JXN?

She reported acquisitions on 09/25/2025 of dividend equivalents paid as restricted share units related to equity grants from March 10, 2023, 2024 and 2025.

How many restricted share unit amounts are shown in the filing?

Three amounts are shown: 31.14, 55.22 and 56.29 (units) with resulting beneficial ownership balances of 71,959.24, 72,014.46 and 72,070.75 shares respectively.

Were any cash payments made for these transactions?

No. The Form 4 reports a price of $0.00, indicating the dividend equivalents were issued as units rather than purchased for cash.

What conditions apply to these restricted share units?

The units are subject to the same terms and conditions as the underlying equity grants and require continued employment through each vesting date as stated in the filing.

What is the reporting person's role at Jackson Financial Inc.?

Carrie Chelko is listed as EVP and General Counsel and filed the Form 4 as an individual reporting person.