Jackson Financial Inc. 8-K

What Happened
Jackson Financial Inc. announced on Jan. 5, 2026 that it entered into an Investment Agreement with TPG Inc. and an affiliate (TPG Operating Group II, L.P.) under which the company will sell 4,715,554 shares of common stock (about 6.5% post-issuance) for $500 million. The sale is being made in reliance on Section 4(a)(2) of the Securities Act and the closing is subject to customary conditions and potential reduction if TPG’s ownership would exceed 9.9% post-issuance. Jackson filed a press release and investor presentation on Jan. 6, 2026 disclosing the transaction.

Key Details

• Seller/parties: Jackson Financial Inc. and Jackson Brooke LLC; buyer: TPG Inc. and TPG Operating Group II, L.P.
• Shares & price: 4,715,554 shares (~6.5% post-issuance) for aggregate cash consideration of $500 million.
• Ownership cap: Number of shares may be reduced so TPG does not exceed 9.9% ownership post-close.
• Use of proceeds: $500M from TPG plus $150M of Jackson’s excess cash to capitalize new Michigan-based captive reinsurer, Hickory Brooke Reinsurance Company, intended to support growth of fixed and fixed-index annuity sales.
• Disclosure: Press release and investor presentation furnished Jan. 6, 2026 (Exhibits 99.1 and 99.2).

Why It Matters
This provides Jackson with immediate capital earmarked to capitalize a captive reinsurer (Hickory Re), a move the company says is intended to be a capital-efficient way to accelerate sales of fixed and fixed-index annuities. For investors, the deal dilutes existing shares by roughly 6.5% on a post-issuance basis but strengthens the company’s capacity to grow its annuity business; the transaction is subject to closing conditions and a cap to keep TPG below 9.9% ownership.