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TPG invests $500M in Jackson (NYSE: JXN) for 6.5% equity stake

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Form Type
8-K

Rhea-AI Filing Summary

Jackson Financial Inc. entered a long-term strategic partnership with TPG Inc., highlighted by a $500 million common equity investment from TPG into Jackson. In return, Jackson issued 4,715,554 shares of its common stock to TPG, representing an approximate 6.5% equity stake at issuance.

As part of the deal, a Jackson subsidiary received 2,279,109 shares of TPG Class A common stock, and the firms established a non-exclusive investment management arrangement with a 10-year initial term and automatic one-year renewals through year 15. TPG will provide investment grade asset-based finance and direct lending capabilities to support Jackson’s spread-based business and future insurance solutions.

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Insights

$500M equity deal brings new credit capabilities and growth capital.

Jackson is partnering with TPG through a $500 million common equity investment, in exchange for 4,715,554 Jackson shares (about 6.5% stake). Jackson also receives 2,279,109 TPG Class A shares, creating a reciprocal ownership link.

The partnership adds a long-dated, non-exclusive investment management arrangement with a 10-year initial term and automatic annual renewals through year 15. TPG will supply investment grade asset-based finance and direct lending strategies, complementing Jackson’s in-house asset management capabilities.

Strategically, the capital is intended to accelerate growth in Jackson’s spread-based business and support new insurance solutions. Actual benefits will depend on future credit performance and deployment of the new strategies, as well as broader market conditions described in Jackson’s risk disclosures.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): February 11, 2026

 

Jackson Financial Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   001-40274   98-0486152
(State or other jurisdiction of incorporation or
organization)
  (Commission File
Number)
  (I.R.S. Employer Identification No.)

 

1 Corporate Way, Lansing, Michigan

     

48951

(Address of principal executive offices)       (Zip Code)

 

(517) 381-5500

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class   Trading Symbol(s)   Name of Exchange on Which Registered
         
Common Stock, Par Value $0.01 Per Share   JXN   New York Stock Exchange
         
Depositary Shares, each representing a 1/1,000th interest in a share of Fixed-Rate Reset Noncumulative Perpetual Preferred Stock, Series A   JXN PRA   New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

 

 

 

 

 

 

Item 8.01 Other Events.

 

On February 11, 2026, Jackson Financial Inc. (the “Company”), Jackson Brooke LLC (“JBLLC”), TPG Inc. (“TPG”) and TPG Operating Group II, L.P. (“TPG Partnership”) closed the transactions contemplated under a previously announced investment agreement (the “Investment Agreement”), entered into on January 5, 2026, among the parties, including (i) the issuance and sale by the Company to TPG Partnership of 4,715,554 shares of the Company’s common stock, (ii) the receipt by JBLLC of 2,279,109 shares of TPG’s Class A common stock, and (iii) the entry by certain subsidiaries of the Company and affiliates of TPG Partnership into various investment management agreements, as contemplated by the Investment Agreement. See the Company’s Current Report on Form 8-K dated January 5, 2026, for more information.

 

A copy of the Company’s press release announcing the closing, issued on February 11, 2026, is furnished as Exhibit 99.1 to this Report.

 

************

 

SAFE HARBOR

 

The information in this report (including Exhibit 99.1) contains forward-looking statements about future events and circumstances and their effects upon revenues, expenses and business opportunities. Generally speaking, any statement in this report (including Exhibit 99.1) not based upon historical fact is a forward-looking statement. Forward-looking statements can also be identified by the use of forward-looking or conditional words, such as “could,“ “should,“ “can,“ “continue,“ “estimate,“ “forecast,“ “intend,“ “look,“ “may,“ “expect,“ “believe,“ “anticipate,“ “plan,“ “predict,“ “remain,“ “future,“ “confident,“ and “commit“ or similar expressions. In particular, statements regarding plans, strategies, prospects, targets and expectations regarding the business and industry are forward-looking statements. They reflect expectations, are not guarantees of performance and speak only as of the dates the statements are made. We caution investors that these forward-looking statements are subject to known and unknown risks and uncertainties that may cause actual results to differ materially from those projected, expressed, or implied. Other factors that could cause actual results to differ materially from those in the forward-looking statements include those reflected in Part I, Item 1A. Risk Factors and Part II, Item 7. Management‘s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the U.S. Securities and Exchange Commission (“SEC“) on February 26, 2025, and elsewhere in the Company’s reports filed with the SEC. Except as required by law, Jackson Financial Inc. does not undertake to update such forward-looking statements. You should not rely unduly on forward-looking statements.

 

WEBSITE INFORMATION

 

Visit investors.jackson.com to view information regarding Jackson Financial Inc. We routinely use our investor relations website, at investors.jackson.com, as a primary channel for disclosing key information to our investors. We may use our website as a means of disclosing material, non-public information and for complying with our disclosure obligations. Accordingly, investors should monitor our investor relations website, in addition to following our press releases, filings with the SEC, public conference calls, presentations, and webcasts. We and certain of our senior executives may also use social media channels to communicate with our investors and the public about our Company and other matters, and those communications could be deemed to be material information. The information contained on, or that may be accessed through, our website, our social media channels, or our executives’ social media channels, is not incorporated by reference into and is not part of this report.

 

Item 9.01.Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
     
99.1   Press Release, dated February 11, 2026
     
104   Cover Page Interactive Data File (the coverage page XBRL tags are embedded within the Inline XBRL Document).

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

  JACKSON FINANCIAL INC.
   
  By: /s/ Don W. Cummings
    Don W. Cummings
    Executive Vice President and Chief Financial Officer
    (Principal Financial Officer)
Date: February 11, 2026    

 

 

 

Exhibit 99.1

 

FOR IMMEDIATE RELEASE

 

Jackson Financial Inc. and TPG Inc. Announce Launch of Long-Term Strategic Partnership

 

Partnership to accelerate Jackson’s growth strategy, create opportunities to meet the strong demand for consumer-value oriented products and drive long-term value for Jackson stakeholders

 

LANSING, Mich. — February 11, 2026 ¾ Jackson Financial Inc.1 (NYSE: JXN) (Jackson®) announced today the closing of the previously announced long-term strategic partnership with TPG Inc. (NASDAQ: TPG). The partnership includes a $500 million common equity investment from TPG to help accelerate Jackson’s growth in its spread-based business and provide flexibility for future innovative insurance solutions. Jackson and TPG established a non-exclusive investment management arrangement with a 10-year initial term and automatic 1-year renewals through year 15 with TPG providing Investment Grade Asset Based Finance and Direct Lending investment capabilities to complement the asset management capabilities of PPM America, Inc., a Jackson subsidiary.

 

In exchange for the investment from TPG, Jackson today issued to TPG 4,715,554 shares of its common stock, representing an approximate 6.5% common equity stake in Jackson Financial Inc. at the time of the issuance. Additionally, TPG issued to a wholly owned, indirect subsidiary of Jackson 2,279,109 shares of TPG Class A common stock.

 

“We are thrilled to officially launch our partnership with TPG, an important step forward in further strengthening our competitiveness and advancing Jackson’s long-term growth strategy,” commented Laura Prieskorn, President and Chief Executive Officer of Jackson. “This collaboration reflects a strong cultural alignment and shared commitment to innovation, disciplined execution and delivering meaningful value to our clients. By bringing together TPG’s extensive structuring, asset class and sector expertise with our core strengths as a leading retirement services firm, we are confident this relationship will enhance our ability to drive sustained growth and shareholder value.”

 

“Our partnership with Jackson is a testament to the power of our franchise, our differentiated credit capabilities, and the investment expertise that we’ve built over decades,” said Jon Winkelried, Chief Executive Officer of TPG. “We’ve developed a strong relationship with the Jackson team, and it’s clear that our goals for this partnership are closely aligned. We are excited about this next leg of growth for our credit and insurance strategies, which further positions TPG to be the partner-of-choice for clients as they seek customized asset management solutions.”

 

# # # #

 

 

1 Jackson Financial Inc. is a U.S. holding company and the direct parent of Jackson Holdings LLC (JHLLC). The wholly-owned direct and indirect subsidiaries of JHLLC include Jackson National Life Insurance Company, Brooke Life Insurance Company, PPM America, Inc. and Jackson National Asset Management LLC.

 

 

 

 

ABOUT JACKSON

 

Jackson® (NYSE: JXN) is committed to helping clarify the complexity of retirement planning—for financial professionals and their clients. Through our range of annuity products, financial know-how, history of award-winning service* and streamlined experiences, we strive to reduce the confusion that complicates retirement planning. We take a balanced, long-term approach to responsibly serving all our stakeholders, including customers, shareholders, distribution partners, employees, regulators and community partners. We believe by providing clarity for all today, we can help drive better outcomes for tomorrow. For more information, visit www.jackson.com.

 

*SQM (Service Quality Measurement Group) Call Center Awards Program for 2004 and 2006-2024. (Criteria used for Call Center World Class FCR Certification is 80% or higher of customers getting their contact resolved on the first call to the call center (FCR) for 3 consecutive months or more.)

 

Jackson® is the marketing name for Jackson Financial Inc., Jackson National Life Insurance Company® (Home Office: Lansing, Michigan) and Jackson National Life Insurance Company of New York® (Home Office: Purchase, New York).

 

ABOUT TPG

 

TPG is a leading global alternative asset management firm, founded in San Francisco in 1992, with $303 billion2 of assets under management and investment and operational teams around the world. TPG invests across a broadly diversified set of strategies, including private equity, impact, credit, real estate, and market solutions, and its unique strategy is driven by collaboration, innovation, and inclusion. TPG’s teams combine deep product and sector experience with broad capabilities and expertise to develop differentiated insights and add value for our fund investors, portfolio companies, management teams, and communities.

 

2 As of December 31, 2025

 

SAFE HARBOR

 

The information in this press release contains forward-looking statements about future events and circumstances and their effects upon revenues, expenses and business opportunities. Generally speaking, any statement in this release not based upon historical fact is a forward-looking statement. Forward-looking statements can also be identified by the use of forward-looking or conditional words, such as “could,” “should,” “can,” “continue,” “estimate,” “forecast,” “intend,” “look,” “may,” “expect,” “believe,” “anticipate,” “plan,” “predict,” “remain,” “future,” “confident” and “commit” or similar expressions. In particular, statements regarding plans, strategies, prospects, targets and expectations regarding the business and industry are forward-looking statements. They reflect expectations, are not guarantees of performance and speak only as of the dates the statements are made. The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements: the possibility that the expected benefits related to the transaction may not materialize as expected; and the occurrence of any event, change, or other circumstance that could give rise to the right of either the Company or TPG to terminate one or more of the transaction agreements. We caution investors that these forward-looking statements are subject to known and unknown risks and uncertainties that may cause actual results to differ materially from those projected, expressed, or implied. Other factors that could cause actual results to differ materially from those in the forward-looking statements include those reflected in Part I, Item 1A. Risk Factors and Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 26, 2025, and elsewhere in the Company’s reports filed with the SEC. Except as required by law, Jackson Financial Inc. does not undertake to update such forward-looking statements. You should not rely unduly on forward-looking statements.

 

WEBSITE INFORMATION

 

Visit investors.jackson.com to view information regarding Jackson Financial Inc. We routinely use our investor relations website as a primary channel for disclosing key information to our investors. We may use our website as a means of disclosing material, non-public information and for complying with our disclosure obligations. Accordingly, investors should monitor our investor relations website, in addition to following our press releases, filings with the SEC, public conference calls, presentations, and webcasts. We and certain of our senior executives may also use social media channels to communicate with our investors and the public about our Company and other matters, and those communications could be deemed to be material information. The information contained on, or that may be accessed through, our website, our social media channels, or our executives’ social media channels is not incorporated by reference into and is not part of this release.

 

# # #

 

 

 

 

Jackson Investor Relations Contact:

Andrew Campbell

andrew.campbell@jackson.com

 

TPG Investor Relations Contact:

Gary Stein and Evanny Huang

shareholders@tpg.com

 

Jackson Media Contact:

Layton Meng

mediarelations@jackson.com

 

TPG Media Contact:

Luke Barrett and Julia Sottosanti

media@tpg.com

 

PR3765 02/26

 

 

FAQ

What transaction did Jackson Financial Inc. (JXN) announce with TPG?

Jackson Financial Inc. closed a long-term strategic partnership with TPG, centered on a $500 million common equity investment into Jackson and reciprocal share issuances. The arrangement is designed to support Jackson’s spread-based business and future insurance solutions.

How large is TPG’s equity stake in Jackson Financial Inc. (JXN)?

In exchange for its $500 million investment, TPG received 4,715,554 Jackson common shares, representing an approximate 6.5% equity stake at the time of issuance. This ownership position aligns TPG’s interests with Jackson’s long-term performance.

What does Jackson receive from TPG as part of the partnership?

A wholly owned, indirect Jackson subsidiary received 2,279,109 shares of TPG Class A common stock. Alongside this equity, Jackson gains access to TPG’s investment grade asset-based finance and direct lending capabilities under a long-term investment management arrangement.

How long does the Jackson–TPG investment management arrangement last?

Jackson and TPG established a non-exclusive investment management arrangement with a 10-year initial term and automatic one-year renewals through year 15. This long duration supports stable collaboration around credit strategies and asset management for Jackson’s spread-based business.

How will the TPG partnership support Jackson Financial Inc.’s growth plans?

The partnership is intended to accelerate Jackson’s growth in its spread-based business and provide flexibility for future innovative insurance solutions. TPG’s credit expertise and capital aim to help Jackson meet demand for consumer-value oriented retirement products over the long term.

Is the Jackson–TPG partnership exclusive for investment management services?

The investment management arrangement between Jackson and TPG is explicitly described as non-exclusive. Jackson can therefore continue working with other asset managers while leveraging TPG’s investment grade asset-based finance and direct lending capabilities alongside its existing internal platform.

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Jackson Financial Inc

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JXN Stock Data

7.62B
66.44M
1.73%
95.56%
4.06%
Insurance - Life
Life Insurance
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United States
LANSING