Cummings Don W 4

What Happened

• Don W. Cummings, Executive Vice President and Chief Financial Officer of Jackson Financial (JXN), had 10,929.98 shares withheld to cover tax withholding on vested restricted share units (RSUs) and performance share units (PSUs). The withheld shares were reported as dispositions on 2026-03-10 at $108.87 per share for total proceeds of approximately $1,189,947.
• On the same date he received a new annual grant of 8,595 restricted share units (RSUs) (reported as an acquisition at $0.00), which vest 1:1 in three equal tranches beginning on the first anniversary of the grant.

Key Details

• Transaction date(s): March 10, 2026 (report filed March 12, 2026).
• Withheld shares (to pay tax obligations): 816.33; 5,751.38; 1,165.55; 1,957.74; 1,238.98 — total 10,929.98 shares at $108.87 each, total ≈ $1,189,947.
• Grant (award): 8,595 RSUs at $0.00 (vest 1:1 in three equal annual tranches; see footnote F6).
• Footnotes: Withholdings relate to tax obligations on vesting of RSUs/PSUs from awards dated March 10, 2023–2025 (fractional shares applied to cover tax), and the new 2026 RSU grant vests over three tranches.
• Transaction codes: F = tax withholding (dispositions to cover taxes); A = award/grant.
• Shares owned after transaction: not specified in the filing.
• Timeliness: Reported on March 12, 2026 for transactions on March 10, 2026 (no late filing flag shown). Power of Attorney on file.

Context

• These were tax-withholding dispositions tied to the vesting of equity awards (not open-market sales). Such withholding is a routine administrative step when RSUs/PSUs vest and does not necessarily indicate a voluntary sale or a change in the insider’s view of the company. The new RSU grant represents future compensation subject to vesting conditions.