Jackson Financial Inc.·4

Mar 12, 4:20 PM ET

Chelko Carrie 4

4 · Jackson Financial Inc. · Filed Mar 12, 2026

Research Summary

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Updated

Jackson Financial (JXN) EVP Carrie Chelko Receives Award, Withholds Shares

What Happened

  • Carrie Chelko, EVP and General Counsel of Jackson Financial (JXN), had 15,687.03 shares withheld to satisfy tax-withholding obligations tied to vested restricted share units (RSUs) and performance share units (PSUs) and received a new grant of 5,730 RSUs.
  • The withheld shares were reported as four disposals on 2026-03-10 at $108.87 per share, totaling approximately $1,707,847. The new award (5,730 RSUs) was granted on the same date (value reported as $0 on grant; RSUs convert 1:1 to common stock as they vest).

Key Details

  • Transaction date(s): March 10, 2026; Form 4 filed March 12, 2026 (timely).
  • Withheld (disposed) shares: 15,687.03 shares total across four tax-withholding events at $108.87/share (~$1,707,847).
    • 1,780.62 shares withheld — $193,856
    • 11,253.67 shares withheld — $1,225,187
    • 1,579.25 shares withheld — $171,933
    • 1,073.49 shares withheld — $116,871
  • Award (acquired): 5,730 RSUs granted (Code A); grant reported 3/10/2026. These RSUs vest 1:1 in three equal tranches beginning on the first anniversary, subject to continued employment.
  • Footnotes: Withholdings tied to vesting of prior RSU/PSU grants (March 10, 2023 RSUs/PSUs; March 10, 2024 and March 10, 2025 RSU tranches). RSUs/PSUs convert 1:1 to common stock; fractional shares applied to tax obligations.
  • Shares owned after transaction: Not specified in the provided filing excerpt.
  • Other: Power of Attorney on file.

Context

  • These were tax-withholding disposals (transaction code F), not open-market sales, and reflect routine tax withholding when equity awards vest rather than an active decision to sell shares for investment reasons.
  • The new RSU grant vests over time (three equal annual tranches), so future conversions into common stock are contingent on continued employment.

Insider Transaction Report

Form 4
Period: 2026-03-10
Chelko Carrie
EVP and General Counsel
Transactions
  • Tax Payment

    Common Stock

    [F1]
    2026-03-10$108.87/sh1,780.62$193,85696,349.5 total
  • Tax Payment

    Common Stock

    [F2]
    2026-03-10$108.87/sh11,253.67$1,225,18785,095.83 total
  • Tax Payment

    Common Stock

    [F3]
    2026-03-10$108.87/sh1,579.25$171,93383,516.58 total
  • Tax Payment

    Common Stock

    [F4]
    2026-03-10$108.87/sh1,073.49$116,87182,443.09 total
  • Award

    Common Stock

    [F5]
    2026-03-10+5,73088,173.09 total
Footnotes (5)
  • [F1]Shares withheld to pay the reporting person's tax withholding obligation upon vesting of the third and final tranche of the March 10, 2023, restricted share units ("RSUs"). The RSUs will convert 1:1 into common stock. Upon vesting, net shares were distributed and the related fractional share was applied to cover the tax obligation for the reporting person.
  • [F2]Shares withheld to pay the reporting person's tax withholding obligation upon cliff vesting of the earned March 10, 2023, performance share units ("PSUs"). The PSUs will convert 1:1 into common stock. Upon vesting, net shares were distributed and the related fractional share was applied to cover the tax obligation for the reporting person.
  • [F3]Shares withheld to pay the reporting person's tax withholding obligation upon vesting of the second tranche of the March 10, 2024, restricted share units ("RSUs"). The RSUs will convert 1:1 into common stock. Upon vesting, net shares were distributed and the related fractional share was applied to cover the tax obligation for the reporting person.
  • [F4]Shares withheld to pay the reporting person's tax withholding obligation upon vesting of the first tranche of the March 10, 2025, restricted share units ("RSUs"). The RSUs will convert 1:1 into common stock. Upon vesting, net shares were distributed and the related fractional share was applied to cover the tax obligation for the reporting person.
  • [F5]Reflects the March 10, 2026, annual grant of restricted share units which vest on a 1:1 basis in three equal tranches, beginning on the first anniversary of the grant date, subject to the reporting person's continued employment through such dates.
Signature
/s/ Kristan L. Richardson, as Attorney-in-Fact|2026-03-12

Documents

1 file
  • 4
    form4.xmlPrimary

    STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES