Sec Form 4 Filing - Myers Paul Chadwick @ Jackson Financial Inc. - 2022-03-23

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 Myers Paul Chadwick 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) Vice Chair, JHLLC (Last) (First) (Middle) 1 CORPORATE WAY 3. Date of Earliest Transaction (MM/DD/YY) 03/23/2022 (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( 1 ) 03/23/2022 A 2,310.57 A $ 44.62 469,820.3 D Common Stock( 2 ) 03/23/2022 A 674.58 A $ 44.62 470,494.88 D Common Stock( 3 ) 03/23/2022 A 70.26 A $ 44.62 470,565.14 D Common Stock( 4 ) 03/23/2022 A 2,175.21 A $ 44.62 472,740.35 D Common Stock( 5 ) 03/23/2022 A 679 A $ 44.62 473,419.35 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Myers Paul Chadwick 1 CORPORATE WAY LANSING, MI48951 Vice Chair, JHLLC Signatures /s/ Kristan L. Richardson, as Attorney-in-Fact 03/24/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The total number reflects the acquisition on March 23, 2022 of dividend equivalents in the form of 2,310.57 Restricted Share Units ("RSUs"), as well as the previously reported acquisition on December 9, 2021 of dividend equivalents in the form of 2,443.94 RSUs, which are subject to the same terms and conditions as the underlying equity originally granted to recipient on October 4, 2021 as part of converted unvested Prudential plc Restricted Stock received previously under the 2015 Prudential Restricted Stock Plan, where the total amount of 185,006 JFI RSUs acquired reflect: (a) JFI common stock received as a demerger dividend plus (b) JFI common stock. The RSUs fully vest on April 9, 2023, subject to continued employment through such date. ( 2 )The total number reflects the acquisition on March 23, 2022 of dividend equivalents in the form of 674.58 Restricted Share Units ("RSUs"), as well as the previously reported acquisition on December 9, 2021 of dividend equivalents in the form of 713.51 RSUs, which are subject to the same terms and conditions as the underlying equity originally granted to recipient on October 4, 2021 as part of Annual Award of 54,013 RSUs. These RSUs vest over 30 months in three equal installments with the first third vesting on the one-year anniversary of the grant date, October 4, 2022, the next third vesting on the two-year anniversary of the grant date, October 4, 2023, and the remaining third vesting on April 4, 2024, subject to continued employment through such dates. ( 3 )The total number reflects the acquisition on March 23, 2022 of dividend equivalents in the form of 70.26 Restricted Share Units ("RSUs"), as well as the previously reported acquisition on December 9, 2021 of dividend equivalents in the form of 74.32 RSUs, which are subject to the same terms and conditions as the underlying equity originally granted to recipient on October 4, 2021 as part of Celebration Award of 5,626 RSUs. These RSUs fully vest on the one-year anniversary of the grant date, October 4, 2022, subject to continued employment through such date. ( 4 )The total number reflects the acquisition on March 23, 2022 of dividend equivalents in the form of 2,175.21 Performance Share Units ("PSUs"), which are subject to the same terms and conditions as the underlying equity originally granted to recipient in 2019 from our former parent, Prudential plc, of 102,635 PSUs, which were converted into PSUs of Jackson Financial Inc. on September 13, 2021. Column 4 reflects the number of shares of common stock "earned" based on achievement of performance metrics for the period January 1, 2019 through December 31, 2021. The shares will not vest, or be delivered to Mr. Myers, until April 2, 2022, so long as Mr. Myers remains employed through such date. ( 5 )The total number reflects the acquisition on March 23, 2022 of dividend equivalents in the form of 679 Restricted Share Units ("RSUs"), which are subject to the same terms and conditions as the underlying equity originally granted to recipient on March 10, 2022 as part of the 2022 Annual Restricted Share Unit Award of 55,086 RSUs. The RSUs vest over three years in equal installments, where the first third vests on the one-year anniversary of the grant date, March 10, 2023, the next third vests on the two-year anniversary of the grant date, March 10, 2024, and the remaining third vests on the three-year anniversary of the grant date, March 10, 2025, subject to continued employment through such dates.

Remarks: Power of Attorney on file.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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