Jackson Financial Inc. — Director's Dealing 2021

Dec 13, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Jackson Financial Inc. (JXN)
CIK: 0001822993
Period of Report: 2021-12-09

Reporting Person: Kirkland Derek G (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-10-04	Restricted Shares	A	5626	$0.00	Acquired	5626	Direct
2021-12-09	Restricted Shares	A	74.32	$37.85	Acquired	5700.32	Direct
2021-10-04	Restricted Shares	A	3125	$0.00	Acquired	8825.32	Direct
2021-12-09	Restricted Shares	A	41.28	$37.85	Acquired	8866.60	Direct
2021-10-04	Restricted Shares	A	3745	$0.00	Acquired	12611.60	Direct
2021-12-09	Restricted Shares	A	49.47	$37.85	Acquired	12661.07	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-10-04	Restricted Share Units	$	A	278	Acquired		Common Stock (278)	Direct
2021-12-09	Restricted Share Units	$	A	3.67	Acquired		Common Stock (3.67)	Direct

Footnotes

F1: Acquired Jackson Financial Inc. (JFI) Restricted Shares (RS) pursuant to the Jackson Financial Inc. 2021 Omnibus Incentive Plan, which was approved by shareholders on April 21, 2021. The Director Founder's Award was approved by the JFI Board of Directors' Compensation Committee on September 20, 2021. The Restricted Shares vest over two years in two equal installments. The first half shall vest on the one-year anniversary of the Grant Date, October 4, 2022, and the remaining half shall vest on the second anniversary of the Grant Date, October 4, 2023, subject to Mr. Kirkland's continued service through such dates.

F2: Acquired Restricted Shares due to dividend reinvestment pursuant to terms of the Jackson Financial Inc. 2021 Omnibus Incentive Plan. The Restricted Shares vest over two years in two equal installments. The first half shall vest on the one-year anniversary of the Grant Date, October 4, 2022, and the remaining half shall vest on the second anniversary of the Grant Date, October 4, 2023, subject to Mr. Kirkland's continued service through such dates.

F3: As part of annual director compensation for the service period September 13, 2021 - May 31, 2022, participant elected for the "cash portion" of compensation to receive Restricted Shares, which vest(s) over eight months with three-eighths vesting on December 31, 2021, the next three-eighths vesting on March 31, 2022, and the remaining two-eighths vesting on May 31, 2022, subject to the Director's continued service through such dates.

F4: Acquired Restricted Shares due to dividend reinvestment pursuant to terms of the Jackson Financial Inc. 2021 Omnibus Incentive Plan. Restricted Shares vest over eight months with three-eighths vesting on December 31, 2021, the next three-eighths vesting on March 31, 2022, and the remaining two-eighths vesting on May 31, 2022, subject to the Director's continued service through such dates.

F5: As part of annual director compensation for the service period September 13, 2021 - May 31, 2022, participant elected to receive Restricted Shares for service provided from October 1, 2021 - May 31, 2022. The Restricted Shares fully vest on the first anniversary of the Grant Date, October 4, 2022, subject to the Director's continued service through such date.

F6: Acquired Restricted Shares due to dividend reinvestment pursuant to terms of the Jackson Financial Inc. 2021 Omnibus Incentive Plan. The Restricted Shares fully vest on the first anniversary of the Grant Date, October 4, 2022, subject to the Director's continued service through such date.

F7: As part of annual director compensation for the service period September 13, 2021 - May 31, 2022, participant elected to receive the equity component in Restricted Share Units (RSUs) for the service period September 13, 2021 - September 30, 2021, subject to the Director's continued service through such date. The RSUs will fully vest on the one year anniversary of the Grant Date, October 4, 2022. The RSUs shall be paid out in common stock on a 1-1 basis.

F8: Acquired Restricted Share Unit due to dividend reinvestment pursuant to terms of the Jackson Financial Inc. 2021 Omnibus Incentive Plan.

F9: The Restricted Share Units will fully vest on the one year anniversary of the Grant Date, October 4, 2022.