Sec Form 4 Filing - Raub Christopher @ Jackson Financial Inc. - 2025-03-10

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Raub Christopher
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 Chief Risk Officer
(Last) (First) (Middle)
1 CORPORATE WAY
3. Date of Earliest Transaction (MM/DD/YY)
03/10/2025
(Street)
LANSING, MI48951
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 03/10/2025 M 3,174.98 ( 1 ) A $ 0 27,339.3 D
Common Stock 03/10/2025 D 3,174.98 ( 4 ) D $ 81.19 24,164.32 D
Common Stock 03/10/2025 M 3,274 ( 2 ) A $ 0 27,438.32 D
Common Stock 03/10/2025 D 3,274 ( 5 ) D $ 81.19 24,164.32 D
Common Stock 03/10/2025 M 2,742.52 ( 3 ) A $ 0 26,906.84 D
Common Stock 03/10/2025 D 2,742.52 ( 6 ) D $ 81.19 24,164.32 D
Common Stock 03/10/2025 F 1,056.25 ( 7 ) D $ 81.19 23,108.07 D
Common Stock 03/10/2025 A 5,437 ( 8 ) A $ 0 28,545.07 D
Common Stock 03/10/2025 S 2,000 ( 9 ) D $ 81.66 26,545.07 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
restricted share units ( 1 ) 03/10/2025 M( 1 ) 3,174.98 ( 1 ) ( 1 ) ( 1 ) Common Stock 3,174.98 $ 0 8,759.04 D
restricted share units ( 2 ) 03/10/2025 M( 2 ) 3,274 ( 2 ) ( 2 ) ( 2 ) Common Stock 3,274 $ 0 5,485.04 D
restricted share units ( 3 ) 03/10/2025 M( 3 ) 2,742.52 ( 3 ) ( 3 ) ( 3 ) Common Stock 2,742.52 $ 0 2,742.52 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Raub Christopher
1 CORPORATE WAY
LANSING, MI48951
EVP and Chief Risk Officer
Signatures
/s/ Kristan L. Richardson, as Attorney-in-Fact 03/12/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects the vesting of the third and final tranche of the March 10, 2022 restricted share units ("RSUs") and related dividend equivalents, which are paid out in cash. The RSUs will convert 1:1 into common stock.
( 2 )Reflects the cliff vesting of the earned March 10, 2022 performance share units ("PSUs") and related dividend equivalents, which are paid out in cash. The PSUs will convert 1:1 into common stock.
( 3 )Reflects the vesting of the second tranche of the March 10, 2023 restricted share units ("RSUs") and related dividend equivalents, which are paid out in cash. The RSUs will convert 1:1 into common stock.
( 4 )Reflects the cash settlement of 3174.98 converted shares awarded as part of the March 10, 2022 restricted share units, including related converted dividend equivalents.
( 5 )Reflects the cash settlement of 3274.00 converted earned March 10, 2022 performance share units, including related converted dividend equivalents.
( 6 )Reflects the cash settlement of 2742.52 converted shares awarded as part of the March 10, 2023 restricted share units, including related converted dividend equivalents.
( 7 )Shares withheld to pay the reporting person's tax withholding obligation upon vesting of the first 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.
( 8 )On March 10, 2025, the reporting person was granted 5,437 restricted share units ("RSUs"), vesting in three equal annual installments beginning on the first anniversary of the grant date. The RSUs will convert 1:1 into common stock.
( 9 )Shares were sold in a single transaction at $81.66.

Remarks:
Power of Attorney on file.

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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