TPG reports 6.7% Jackson Financial (JXN) stake in Schedule 13G

Rhea-AI Filing Summary

TPG GP A, LLC and related individuals reported a significant passive stake in Jackson Financial Inc. through a Schedule 13G filing. The group may be deemed to beneficially own 4,715,554 shares of common stock, representing 6.7% of the class, based on 70,816,945 shares outstanding as of February 11, 2026.

The shares are held directly by TPG Operating Group II, L.P., over which TPG GP A exercises control, while James G. Coulter and Jon Winkelried may be deemed to share beneficial ownership through their relationship to TPG GP A. They certify the securities were not acquired to change or influence control of Jackson Financial.

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Accepted by SEC EDGAR 02/13/2026 - 04:17 PM Learn about SEC filing dates

FAQ

What ownership stake in Jackson Financial (JXN) is reported in this Schedule 13G?

The filing reports beneficial ownership of 4,715,554 Jackson Financial common shares, representing 6.7% of the outstanding class. This percentage is based on 70,816,945 shares of common stock outstanding as of February 11, 2026, using issuer-provided information.

Who are the reporting persons in the Jackson Financial (JXN) Schedule 13G?

The Schedule 13G is filed jointly by TPG GP A, LLC, James G. Coulter, and Jon Winkelried. They file under a joint filing agreement and may be deemed to share beneficial ownership of the same 4,715,554 Jackson Financial common shares held through the TPG structure.

How are the Jackson Financial (JXN) shares held by the reporting group?

The 4,715,554 Jackson Financial common shares are held directly by TPG Operating Group II, L.P.. TPG GP A exercises control over entities that ultimately control this partnership, and Coulter and Winkelried may be deemed to beneficially own the shares through their interests in TPG GP A.

Do the reporting persons intend to influence control of Jackson Financial (JXN)?

The reporting persons certify the shares were not acquired and are not held for the purpose of changing or influencing control of Jackson Financial. They also state the holdings are not in connection with any transaction having that purpose or effect, consistent with a passive investment filing.

What voting and dispositive powers are reported over Jackson Financial (JXN) shares?

Each reporting person shows 0 shares with sole voting or dispositive power and 4,715,554 shares with shared voting and shared dispositive power. This reflects coordinated control over how these Jackson Financial common shares may be voted and disposed of through the TPG structure.

Where are the principal business offices of the Jackson Financial (JXN) reporting persons?

The principal business address for each reporting person is listed as c/o TPG Inc., 301 Commerce Street, Suite 3300, Fort Worth, Texas 76102. Jackson Financial’s own principal executive offices are at 1 Corporate Way, Lansing, MI 48951, as stated separately in the filing.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Jackson Financial Inc.

(Name of Issuer)

Common Stock, Par Value $0.01 Per Share

(Title of Class of Securities)

46817M107

(CUSIP Number)

02/11/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 46817M107

1

Names of Reporting Persons

TPG GP A, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 4,715,554.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,715,554.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,715,554.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

6.7 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: The percentage beneficial ownership set forth in response to Item 11 above is based on a total of 70,816,945 shares of Common Stock (as defined below) outstanding as of February 11, 2026, based on information provided by the Issuer (as defined below).

SCHEDULE 13G

CUSIP No. 46817M107

1

Names of Reporting Persons

COULTER, JAMES G

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 4,715,554.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,715,554.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,715,554.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

6.7 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: The percentage beneficial ownership set forth in response to Item 11 above is based on a total of 70,816,945 shares of Common Stock outstanding as of February 11, 2026, based on information provided by the Issuer.

SCHEDULE 13G

CUSIP No. 46817M107

1

Names of Reporting Persons

WINKELRIED JON

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 4,715,554.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,715,554.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,715,554.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

6.7 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: The percentage beneficial ownership set forth in response to Item 11 above is based on a total of 70,816,945 shares of Common Stock outstanding as of February 11, 2026, based on information provided by the Issuer.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Jackson Financial Inc.
(b)	Address of issuer's principal executive offices: 1 Corporate Way, Lansing, MI 48951
Item 2.
(a)	Name of person filing: This Schedule 13G is being filed jointly by TPG GP A, LLC, a Delaware limited liability company ("TPG GP A"), James G. Coulter and Jon Winkelried (each, a "Reporting Person" and, together, the "Reporting Persons"), pursuant to an Agreement of Joint Filing incorporated by reference herein in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the "Act"). TPG GP A exercises direct or indirect control over entities that collectively hold 100% of the shares of Class B common stock (which represents a majority of the combined voting power of the common stock) of TPG Inc., a Delaware corporation, which is the sole member of TPG GPCo, LLC, a Delaware limited liability company, which is the sole member of TPG Holdings II-A, LLC, a Delaware limited liability company, which is the general partner of TPG Operating Group II, L.P., a Delaware limited partnership ("TPG Operating Group"), which directly holds 4,715,554 shares of Common Stock, par value $0.01 per share ("Common Stock") of Jackson Financial Inc. (the "Issuer"). Because of the relationship of TPG GP A to TPG Operating Group, TPG GP A may be deemed to beneficially own the shares of Common Stock held by TPG Operating Group. TPG GP A is controlled by entities owned by Messrs. Coulter and Winkelried. Because of the relationship of Messrs. Coulter and Winkelried to TPG GP A, each of Messrs. Coulter and Winkelried may be deemed to beneficially own the shares of Common Stock held by TPG Operating Group. Messrs. Coulter and Winkelried disclaim beneficial ownership of the securities held by TPG Operating Group except to the extent of their pecuniary interest therein.
(b)	Address or principal business office or, if none, residence: The principal business address of each of the Reporting Persons is as follows: c/o TPG Inc. 301 Commerce Street, Suite 3300 Fort Worth, Texas 76102
(c)	Citizenship: See response to Item 4 of each of the cover pages.
(d)	Title of class of securities: Common Stock, Par Value $0.01 Per Share
(e)	CUSIP No.: 46817M107
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: See responses to Item 9 on each cover page.
(b)	Percent of class: See responses to Item 11 on each cover page.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See responses to Item 5 on each cover page.
	(ii) Shared power to vote or to direct the vote: See responses to Item 6 on each cover page.
	(iii) Sole power to dispose or to direct the disposition of: See responses to Item 7 on each cover page.
	(iv) Shared power to dispose or to direct the disposition of: See responses to Item 8 on each cover page.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. See response to Item 2(a) above.
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

TPG GP A, LLC

Signature:	/s/ Martin Davidson
Name/Title:	Martin Davidson / Chief Accounting Officer
Date:	02/13/2026

COULTER, JAMES G

Signature:	/s/ Gerald Neugebauer
Name/Title:	Gerald Neugebauer, on behalf of James G. Coulter (1)
Date:	02/13/2026

WINKELRIED JON

Signature:	/s/ Gerald Neugebauer
Name/Title:	Gerald Neugebauer, on behalf of Jon Winkelried (2)
Date:	02/13/2026

Comments accompanying signature: (1) Gerald Neugebauer is signing on behalf of Mr. Coulter pursuant to an authorization and designation letter dated January 10, 2024, which was previously filed with the Commission as an exhibit to a Form 4 filed by Mr. Coulter on February 7, 2024 (SEC File No. 001-41617). (2) Gerald Neugebauer is signing on behalf of Mr. Winkelried pursuant to an authorization and designation letter dated January 10, 2024, which was previously filed with the Commission as an exhibit to a Form 4 filed by Mr. Winkelried on February 7, 2024 (SEC File No. 001-41617).

Exhibit Information

Exhibit 1 - Agreement of Joint Filing as required by Rule 13d-1(k)(1) under the Act.* _______________ * Incorporated herein by reference to the Agreement of Joint Filing by TPG Group Holdings (SBS) Advisors, Inc., TPG GP A, LLC, TPG Advisors VII, Inc., TPG Advisors VI, Inc., TPG Advisors VI-AIV, Inc., TPG Asia Advisors VI, Inc., David Bonderman, James G. Coulter, Jon Winkelried and Karl Peterson dated as of January 18, 2022, which was previously filed with the Securities and Exchange Commission (the "Commission") as Exhibit 1 to Amendment No. 4 to Schedule 13D filed by TPG GP A, LLC, David Bonderman, James G. Coulter and Jon Winkelried on January 18, 2022 with respect to the shares of common stock of Allogene Therapeutics, Inc.