TPG Inc. 8-K

What Happened
On January 6, 2026, TPG Inc. announced a definitive Investment Agreement with Jackson Financial Inc. to form a long-term strategic investment management partnership under which TPG affiliates will manage select Jackson general account assets (the “Managed Assets”). At closing (anticipated in Q1 2026), TPG will issue 2,279,109 Class A common shares to a Jackson subsidiary, and TPG Operating Group II, L.P. (a TPG affiliate) will purchase 4,715,554 shares of Jackson common stock. The Class A shares issuable in the transaction (including any future Option Shares) are being issued in a private transaction relying on the Section 4(a)(2) exemption from registration.

Key Details

• TPG to issue 2,279,109 Class A shares to a Jackson subsidiary at closing (unregistered under the Securities Act).
• TPG Operating Group to buy 4,715,554 shares of Jackson common stock at closing.
• If Managed Assets reach or exceed $20 billion before the 10th anniversary of closing, Jackson’s subsidiary may exercise an option to receive additional Class A Shares equal to $150 million (the “Option Shares”).
• Transfer and sale restrictions: Jackson faces a two-year lock-up, must hold at least $150 million in Class A Shares through the fifth anniversary, and may not sell more than 0.2% of TPG’s Class A shares outstanding in any six‑month period; TPG Operating Group faces a two‑year lock-up on Jackson shares, an ownership floor of $500 million through year five (stepping down to $100 million after year seven), and a six‑month sale cap of 2.0% of Jackson’s outstanding shares.
• TPG will file a shelf registration (or supplement) to allow resale of the Class A Shares held by Jackson.

Why It Matters
This agreement creates a strategic fee‑generating relationship by giving TPG the opportunity to manage a portion of Jackson’s general account assets, which could provide recurring management revenue if the partnership closes and assets are placed with TPG. The immediate issuance of 2,279,109 Class A shares and the potential $150 million Option Shares could affect TPG’s share count and ownership composition, although the shares are being issued in a private placement with transfer restrictions designed to limit short‑term sales. The detailed lock-ups and sale caps for both parties also limit near‑term liquidity for the new shareholders, while a shelf registration will set up a potential future resale path for Jackson’s holdings. The transaction remains subject to customary closing conditions and is anticipated to close in the first quarter of 2026.