JXN CEO reports RSU vesting-related share withholding on Form 4

Rhea-AI Filing Summary

Jackson Financial Inc. (JXN) CEO, President and Director reported a routine equity compensation-related transaction on a Form 4. On 11/20/2025, 1,454.35 shares of common stock were withheld at $91.82 per share, coded "F" for tax withholding.

The withheld shares came from common stock issued upon the accelerated vesting, on a 1:1 basis, of an equal number of restricted share units from the March 10, 2025 annual grant, to cover FICA taxes as the executive became retirement eligible. After this transaction, the reporting person beneficially owned 429,898.79 shares of Jackson Financial common stock directly.

Insider Trade Summary

Net Seller: 1,454.35 shares

Net Sell 1 txn

Insider Prieskorn Laura Louene

Role CEO and President

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	1,454.35	$91.82	$134K

Holdings After Transaction: Common Stock — 429,898.79 shares (Direct)

Footnotes (1)

1. F1. Reflects the withholding of shares of common stock issued upon the accelerated vesting, on a 1:1 basis, of an equal number of restricted share units granted as part of the March 10, 2025 annual grant, to pay FICA taxes associated with the reporting person becoming retirement eligible.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 11/24/2025 - 02:16 PM Learn about SEC filing dates

FAQ

What did Jackson Financial (JXN) disclose in this Form 4 filing?

The filing reports that the CEO, President and Director had 1,454.35 shares of common stock withheld on 11/20/2025 to cover tax obligations tied to equity awards.

What is the nature of the JXN CEO's share transaction on 11/20/2025?

It was a tax-related transaction coded "F", where 1,454.35 shares were withheld at $91.82 per share rather than an open-market sale.

Why were Jackson Financial (JXN) shares withheld from the CEO?

The shares were withheld to pay FICA taxes associated with the CEO becoming retirement eligible, following the accelerated vesting of restricted share units from the March 10, 2025 annual grant.

How many Jackson Financial (JXN) shares does the reporting person own after this Form 4 transaction?

After the transaction, the reporting person beneficially owned 429,898.79 shares of Jackson Financial common stock directly.

Does this JXN Form 4 indicate any new option or derivative activity?

No derivative securities are reported as acquired or disposed; the activity relates only to common stock tied to vesting restricted share units.

What equity award was involved in the Jackson Financial (JXN) CEO's tax withholding?

The transaction reflects shares issued upon the accelerated vesting, on a 1:1 basis, of restricted share units granted as part of the March 10, 2025 annual grant.

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).

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)
11/20/2025

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	11/20/2025		F(1)		1,454.35	D	$91.82	429,898.79	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. Reflects the withholding of shares of common stock issued upon the accelerated vesting, on a 1:1 basis, of an equal number of restricted share units granted as part of the March 10, 2025 annual grant, to pay FICA taxes associated with the reporting person becoming retirement eligible.

Remarks:

Power of Attorney on file.

	/s/ Kristan L. Richardson, as Attorney-in-Fact	11/24/2025
	** 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.