Sec Form 4 Filing - Ganguly Devkumar Dilip @ Jackson Financial Inc. - 2023-04-09

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 Ganguly Devkumar Dilip 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 & Chief Operating Officer (Last) (First) (Middle) 1 CORPORATE WAY 3. Date of Earliest Transaction (MM/DD/YY) 04/09/2023 (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 04/09/2023 F 19,542.36 ( 1 ) D $ 35.79 106,747.62 D Common Stock 04/09/2023 M( 2 ) 14,770.72 A $ 0 121,518.34 D Common Stock 04/09/2023 D( 3 ) 14,770.72 D $ 35.79 106,747.62 D Common Stock 04/09/2023 F 14,306.45 ( 4 ) D $ 35.79 92,441.17 D Common Stock 04/09/2023 M( 5 ) 10,812.75 A $ 0 103,253.92 D Common Stock 04/09/2023 D( 6 ) 10,812.75 D $ 35.79 92,441.17 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 ( 2 ) 04/09/2023 M 14,770.72 04/09/2023 04/09/2023 Common Stock 14,770.72 $ 35.79 ( 2 ) 10,812.75 D restricted share units ( 5 ) 04/09/2023 M 10,812.75 04/09/2023 04/09/2023 Common Stock 10,812.75 $ 35.79 ( 5 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Ganguly Devkumar Dilip 1 CORPORATE WAY LANSING, MI48951 EVP & Chief Operating Officer Signatures /s/ Kristan L. Richardson, as Attorney-in-Fact 04/11/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares withheld to cover tax obligations due upon the vesting of the earned restricted share units settled in shares, based on achievement of performance metrics of the Converted 2020 PLTIP (2020 PLTIPs). ( 2 )Reflects the conversion of 14,770.72 earned shares upon the vesting of the cash-settled portion of the 2020 PLTIPs previously reported in Table II when the shares were earned. ( 3 )Reflects the disposition for cash of 14,770.72 earned shares upon the vesting of the cash-settled portion of the 2020 PLTIPs previously reported in Table II when the shares were earned. ( 4 )Shares withheld to cover tax obligations due upon the vesting of earned restricted share units settled in shares, based on achievement of performance metrics of the Converted Prudential RSPs (Pru RSPs). ( 5 )Reflects the conversion of 10,812.75 earned shares upon the vesting of the cash-settled portion of the Pru RSPs previously reported in Table II when the shares were earned. ( 6 )Reflects the disposition for cash of 10,812.75 earned shares upon the vesting of the cash-settled portion of the Pru RSPs previously reported in Table II when the shares were earned.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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