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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