Sec Form 4 Filing - Prieskorn Laura Louene @ Jackson Financial Inc. - 2023-12-14

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Prieskorn Laura Louene 2. Issuer Name and Ticker or Trading Symbol Jackson Financial Inc. [ JXN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO, President and Director (Last) (First) (Middle) 1 CORPORATE WAY 3. Date of Earliest Transaction (MM/DD/YY) 12/14/2023 (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 ( 1 ) 12/14/2023 A 215.05 A $ 0 288,352.37 D Common Stock ( 2 ) 12/14/2023 A 551.46 A $ 0 288,903.83 D Common Stock ( 3 ) 12/14/2023 A 744.42 A $ 0 289,690.14 ( 4 ) 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 Prieskorn Laura Louene 1 CORPORATE WAY LANSING, MI48951 X CEO, President and Director Signatures /s/ Kristan L. Richardson, as Attorney-in-Fact 12/18/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Acquired dividend equivalents in the form of Restricted Share Units ("RSUs"), which are subject to the same terms and conditions as the remaining underlying equity granted to the recipient as part of the October 2021 Annual Grant. These RSUs vest over 30 months in three installments. The first third vested on the one-year anniversary of the grant date, October 4, 2022, the next third vested on the two-year anniversary of the grant date, October 4, 2023, and the remaining third vests on April 4, 2024. Upon vesting, full shares are distributed and fractional shares are applied to shares withheld to cover tax obligations. ( 2 )Acquired dividend equivalents in the form of Restricted Share Units ("RSUs"), which are subject to the same terms and conditions as the remaining underlying equity granted to the recipient as part of the March 2022 Annual Grant. These RSUs vest over three years. The first third vested 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. Upon vesting, full shares are distributed and fractional shares are applied to shares withheld to cover tax obligations. ( 3 )Acquired dividend equivalents in the form of Restricted Share Units ("RSUs"), which are subject to the same terms and conditions as the underlying equity granted to the recipient as part of the March 2023 Annual Grant. These RSUs vest over three years, where the first third vests on the one-year anniversary of the grant date, March 10, 2024, the next third vests on the two-year anniversary of the grant date, March 10, 2025, and the remaining third vests on the three-year anniversary of the grant date, March 10, 2026. Upon vesting, full shares are distributed and fractional shares are applied to shares withheld to cover tax obligations. ( 4 )The total reflects adjustments to correct inadvertent errors in the number of shares awarded in the March 10, 2023, equity grant, and subsequent accruals of dividend equivalent units in March, June, and September, the number of RSUs that vested on an accelerated basis on November 29, 2023, and the number of shares withheld on that date.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.