Jackson Financial Inc. — Director's Dealing 2023

Mar 28, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Jackson Financial Inc. (JXN)
CIK: 0001822993
Period of Report: 2022-02-02

Reporting Person: Smith Craig Donald (CEO, CIO & Pres PPM America)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-02-02	Common Stock	M	11192.76	$0.00	Acquired	137152.00	Direct
2022-04-02	Common Stock	D	11192.76	$43.21	Disposed	125959.24	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-02-02	Restricted Share Units	$	A	11192.76	Acquired		Common Stock (11192.76)	Direct
2022-04-02	Restricted Share Units	$	M	11192.76	Disposed		Common Stock (11192.76)	Direct

Footnotes

F1: Reflects the acquisition of cash-settled units earned based on achievement of performance metrics of the 47,163 Jackson Financial Inc. Performance Share Units ("PSUs"), which were converted from the 2019 PLTIP PSUs on October 4, 2021. All of the earned units vested on April 2, 2022. The previously filed Form 4 failed to report the acquisition of the cash-settled earned units, and reported the acquisition of only the 75% of share-settled earned units.

F2: Reflects the cash settlement of 25% of the converted units that were earned on February 2, 2022, and vested on April 2, 2022.

F3: The reported number, 11,192.76, does not reflect the total of (a) the number of earned "restricted share units" settled in cash, and (b) dividend equivalents from December 2021 and March 2022, all of which vested on April 2, 2022. On March 24, 2022, we erroneously over-reported 137.97
dividend equivalents distributed on the earned 33,575.27 "restricted share units" (75% settled in shares) in Table I that should have been reported on the same date but in Table II on the earned 11,192.76 "restricted share units" (25% settled in cash). Despite the incorrect reporting in Table I, upon vesting, the 137.97 dividend equivalents settled in cash, not shares.