Jackson Financial (JXN) CEO logs RSU grant and tax-withholding share disposals

Rhea-AI Filing Summary

Jackson Financial Inc. director and CEO Laura Louene Prieskorn reported compensation-related equity movements in common stock. She received a grant of 29,548 restricted share units on March 10, 2026, which vest in three equal annual tranches. On the same date, a total of 86,106.21 shares of common stock were withheld to satisfy tax withholding obligations tied to vesting RSUs and performance share units from prior grants, rather than sold in the open market.

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^*

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 and President

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		9,228.92(1)	D	$108.87	567,845.3	D
Common Stock	03/10/2026		F		64,615.51(2)	D	$108.87	503,229.79	D
Common Stock	03/10/2026		F		7,436.6(3)	D	$108.87	495,793.19	D
Common Stock	03/10/2026		F		4,825.18(4)	D	$108.87	490,968.01	D
Common Stock	03/10/2026		A		29,548(5)	A	$0.00	520,516.01	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 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.

5. 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).
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FAQ

What insider transactions did JXN CEO Laura Prieskorn report on March 10, 2026?

Laura Prieskorn reported a new equity grant and tax-related withholdings. She received 29,548 restricted share units and had 86,106.21 common shares withheld to cover tax obligations from vesting RSUs and PSUs, with no open-market share purchases or sales disclosed.

Were the Jackson Financial (JXN) insider Form 4 transactions open-market sales?

The reported dispositions were tax-withholding events, not open-market sales. All four "F" code transactions reflect shares withheld to pay tax obligations on vesting RSUs and PSUs, rather than discretionary sales of common stock into the market.

What equity award did the JXN CEO receive according to this Form 4 filing?

The CEO received 29,548 restricted share units as an annual grant. The RSUs were granted on March 10, 2026, and are scheduled to vest 1:1 into common stock in three equal tranches, beginning on the first anniversary of the grant date.

Why were 86,106.21 Jackson Financial (JXN) shares disposed of in the filing?

The 86,106.21 shares were withheld to cover tax liabilities. These dispositions relate to vesting of RSUs and PSUs granted in 2023 and 2024, where a portion of the resulting common shares was retained by the company for the reporting person’s tax withholding.

How do these JXN Form 4 transactions affect the CEO’s ownership stake?

The filing shows both new awards and tax-related share reductions. A fresh RSU grant increases potential future ownership, while tax-withholding dispositions modestly reduce current common stock holdings as part of routine compensation and tax settlement processes.

What types of equity awards are referenced in the JXN insider filing?

The filing references restricted share units (RSUs) and performance share units (PSUs). RSUs and PSUs convert 1:1 into common stock upon vesting, with this filing noting multiple vesting events and associated share withholdings for tax obligations.