Jackson Financial Inc. — Director's Dealing 2021

Oct 7, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Jackson Financial Inc. (JXN)
CIK: 0001822993
Period of Report: 2021-10-04

Reporting Person: Harris Bradley Olan (EVP and Chief Risk Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-10-04	Restricted Share Units	$	A	50000	Acquired		Common Stock (50000)	Direct
2021-10-04	Restricted Share Units	$	A	15003	Acquired		Common Stock (15003)	Direct
2021-10-04	Restricted Share Units	$	A	5626	Acquired		Common Stock (5626)	Direct

Footnotes

F1: On September 17, 2021, participant acquired JFI Restricted Share Units (RSUs) upon the conversion of the unvested Prudential plc Restricted Stock received previously under the 2015 Prudential Restricted Stock Plan, where the total amount of JFI RSUs acquired reflect: (a) JFI shares of common stock received as a demerger dividend (one share of JXN for every 20 shares of Prudential plc ADR), plus (b) JFI shares of common stock - determined by calculating the value of the original Prudential plc unvested restricted stock award (using (i) the 10-day average closing value of Prudential plc ADR immediately after September 20, 2021, divided by (ii) the 10-day average closing price of JFI common stock immediately after September 20, 2021). The RSUs fully vest on April 9, 2023.

F2: Acquired Jackson Financial Inc. (JFI) Restricted Share Units (RSU) and Performance Share Units (PSU) pursuant to the Jackson Financial Inc. 2021 Omnibus Incentive Plan, which was approved by shareholders on April 21, 2021. The JFI 2021 Annual Incentive Awards were approved by JFI's Board of Directors' Compensation Committee on September 20, 2021. The RSUs vest over three years in three installments with the first third vesting on the one-year anniversary of the Grant Date on October 4, 2022, the next third vesting on the two-year anniversary of the Grant Date on October 4, 2023, and the remaining third vesting on April 4, 2024, subject to the Officer's continued employment through such dates.

F3: Acquired Jackson Financial Inc. (JFI) Restricted Share Units (RSU) pursuant to the JFI 2021 Omnibus Incentive Plan, which was approved by shareholders on April 21, 2021. The Celebration Award was approved by JFI's Board of Directors' Compensation Committee on September 20, 2021. The RSUs granted under the Celebration Award fully vest on the one-year anniversary of the Grant Date on October 4, 2022, subject to the Officer's continued employment through such date. Each RSU may be paid out in either shares (1 RSU equals 1 share of common stock) or cash equal to the Fair Market Value of one share of JFI common stock.