Devkumar Dilip Ganguly - 15 Sep 2022 Form 4 Insider Report for Jackson Financial Inc. (JXN)

Footnote F1

Reflects 75% of the acquisition on September 15, 2022, of dividend equivalents in the form of Restricted Share Units ("RSUs"), which are subject to the same terms and conditions as the underlying equity originally reported on October 4, 2021, as converted unvested Prudential plc Restricted Stock where the total amount of 39,314 JFI RSUs acquired reflect the underlying: (a) JFI common stock received as a demerger dividend plus (b) converted JFI common stock. These RSUs vest on April 9, 2023, subject to continued employment through such date. Upon vesting, 75% of the total number of RSUs will settle in shares, and the remaining 25% of the RSUs will be paid out in cash (see Footnote 5). Upon vesting, full shares will be distributed but the fractional shares will be used for share withholding to cover related tax obligations for the Section 16 Officer.

Footnote F2

Reflects the acquisition on September 15, 2022, of dividend equivalents in the form of Restricted Share Units ("RSUs"), which are subject to the same terms and conditions as the underlying equity originally granted to the recipient on October 4, 2021, as part of the Annual Award of 15,003 RSUs. These RSUs vest over 30 months in three 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. Upon vesting, full shares will be distributed but the fractional shares will be used for share withholding to cover related tax obligations for the Section 16 Officer.

Footnote F3

Reflects the acquisition on September 15, 2022, of dividend equivalents in the form of Restricted Share Units ("RSUs"), which are subject to the same terms and conditions as the underlying equity originally granted to the recipient on October 4, 2021, as part of the 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. Upon vesting, full shares will be distributed but the fractional shares will be used for share withholding to cover related tax obligations for the Section 16 Officer.

Footnote F4

Reflects the acquisition on September 15, 2022, of dividend equivalents in the form of Restricted Share Units ("RSUs"), which are subject to the same terms and conditions as the underlying equity originally granted to the recipient on March 10, 2022, as part of the 2022 Annual Restricted Share Unit Award of 11,247 RSUs. These RSUs vest over three years, 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. Upon vesting, full shares will be distributed but the fractional shares will be used for share withholding to cover related tax obligations for the Section 16 Officer.

Footnote F5

Reflects 25% of the acquisition on September 15, 2022, of dividend equivalents in the form of Restricted Share Units ("RSUs"), which are subject to the same terms and conditions as the underlying equity, as described in Footnote 1, above. As previously reported, 25% of the total RSUs granted or acquired upon vesting will be settled in cash.