Class A common stock
- Symbol
- TPG
- Exchange
- NASDAQ
- Classification
- COMMON
- Status
- Current
Current Report · Items 3.02, 7.01, 8.01, 9.01 · 8-K
TPG Inc.
TPGNASDAQEQUITYCurrent
Unregistered Sales of Equity Securities · Regulation FD Disclosure · Other Events
Item 3.02 Unregistered Sales of Equity Securities. On January 6, 2026, TPG Inc. (“TPG” or the “Company”) announced that it and its affiliate, TPG Operating Group II, L.P. (“TPG Operating Group”), entered into a definitive agreement (the “Investment Agreement”) providing for a long-term, strategic investment management partnership (the “Transaction”) with Jackson Financial Inc.…
Press release in this filing
TPG and Jackson Financial Inc. Announce Strategic Partnership to Accelerate Growth →Company context
TPG is a leading global alternative asset management firm, founded in San Francisco in 1992, with $286 billioni 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 our unique strategy is driven by collaboration, innovation, and inclusion. Our 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.
Current securities
Recent company filings
- Results of Operations and Financial ConditionOct 29, 2026
- S-3ASR filingOct 16, 2026
- Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory ArrangementsSep 8, 2026
- SCHEDULE 13D/A - filed by TPG GP A, LLC regarding TPG Inc.Aug 18, 2026
- 4 filingAug 7, 2026
Registered securities in this filing
TPG Inc. · 8-K · Filed 2026-01-06
6.950% Subordinated Notes due 2064
- Symbol
- TPGXL
- Exchange
- NASDAQ
- Classification
- DEBT
- Status
- Current
Disclosure sections
Item 3.02Item 3.02 - Unregistered Sales of Equity
Item 3.02 Unregistered Sales of Equity Securities.
On January 6, 2026, TPG Inc. (“TPG” or the “Company”) announced that it and its affiliate, TPG Operating Group II, L.P. (“TPG Operating Group”), entered into a definitive agreement (the “Investment Agreement”) providing for a long-term, strategic investment management partnership (the “Transaction”) with Jackson Financial Inc. (“Jackson”) whereby one or more TPG affiliates will serve as the investment manager for select general account assets of subsidiaries of Jackson (the “Managed Assets”). In furtherance of the Transaction, pursuant to the Investment Agreement, TPG agreed to issue to a subsidiary of Jackson 2,279,109 shares of Class A common stock of TPG (“Class A Shares”) at the Transaction’s closing (the “Closing”). In addition, TPG Operating Group agreed to purchase 4,715,554 shares of common stock, par value $0.01 per share, of Jackson at the Closing. The consummation of the Transaction is subject to customary closing conditions and is anticipated to close in the first quarter of 2026.
In addition, if, at any time prior to the tenth anniversary of the Closing, the Managed Assets equal or exceed $20 billion, then, subject to the terms and conditions of an option agreement to be entered into in connection with the Closing, a subsidiary of Jackson will have the option to require TPG to issue a number of Class A Shares then equal to $150 million (the “Option Shares”).
The Class A Shares issuable in connection with the Investment Agreement, including the Option Shares, if any, will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act, as a transaction by an issuer not involving any public offering.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure.
On January 6, 2026, TPG issued a press release announcing, among other things, the parties’ entry into the strategic partnership, subject to the Closing. The press release is furnished as Exhibit 99.1 to this report.
On January 6, 2026, TPG posted an investor presentation regarding the Transaction to its website, https://www.tpg.com. The presentation is furnished as Exhibit 99.2 to this report.
As provided in General Instruction B.2 of Form 8-K, the information in this Item 7.01, including Exhibits 99.1 and 99.2, shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information or Exhibits 99.1 and 99.2 be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filing.
Item 8.01Item 8.01 - Other Events
Item 8.01 Other Events.
Pursuant to the Investment Agreement, Jackson is subject to certain restrictions on its ability to dispose of the Class A Shares it receives in the Transaction, including a prohibition on any sales during the two-year period following Closing and thereafter (i) a requirement to hold at least $150 million in Class A Shares through the fifth anniversary of Closing, (ii) a provision limiting sales of Class A Shares during any six-month period to no more than 0.2% of the number of Class A Shares outstanding and (iii) a right of first offer for TPG Operating Group to purchase any Class A Shares Jackson proposes to sell, subject to specified procedures. In addition, the Investment Agreement provides for the filing by TPG of a shelf registration statement (or a supplement or amendment to an existing shelf registration statement) relating to the resale of the Class A Shares held by Jackson.
In addition, the Investment Agreement includes certain limitations on TPG Operating Group’s ability to (i) acquire additional shares of Jackson common stock and (ii) dispose of the shares of Jackson common stock acquired in the Transaction, including a prohibition on any sales of such shares during the two-year period following Closing. Commencing two years after the Closing, TPG Operating Group will have the ability to sell shares of Jackson common stock subject to, among other things, an ownership floor of $500 million through the fifth anniversary of the Closing. Following the fifth anniversary, TPG Operating Group may sell additional shares of Jackson common stock, subject to, among other things, ownership floors that will step down on an annual basis through the seventh anniversary, after which TPG Operating Group will be subject to an ownership floor of $100 million. During any six-month period, TPG Operating Group may not sell more than 2.0% of the number of shares of Jackson common stock outstanding.
Filed exhibits (2)
Exhibit 99.1 TPG and Jackson Financial Inc. Announce Strategic Partnership to Accelerate Growth TPG and Jackson Financial Inc. to establish long-term, strategic investment management partnership, with a minimum commitment of $12 billion of AUM and strong economic incentives aligned to a long-term target of $20 billion Partnership expected to commence with an allocation to TPG Credit, initially focused on Investment Grade Asset Based Finance and Direct Lending, with opportunities to expand into other strategies over time TPG to make $500 million minority investment in Jackson, representing an approximate 6.5% pro forma ownership stake in the Company; Jackson to receive $150 million in TPG shares, priced at market, further aligning long-term partnership and incentives San Francisco; Fort Worth, Texas & Lansing, Mich. - January 6, 2026 - TPG Inc. (NASDAQ: TPG), a leading global alternative asset management firm and Jackson Financial Inc. (NYSE: JXN) (Jackson®), a leading U.S. retirement services firm, today announced that they have established a long-term, strategic investment management partnership. Under the agreement, TPG will manage a minimum commitment of $12 bil…
Open exhibit ↗Exhibit 99.2 TPG and Jackson Establish Long-Term Strategic Partnership January 2026 Important Notices This presentation is being provided by TPG Inc. (“TPG,” “we,” “our,” “us,” or the “Company”) solely for informational purposes for its public stockholders. To the maximum extent permitted by law, none of us or our affiliates, directors, officers, partners, employees, agents, or advisors or any other person accepts any liability related to the use or misuse of the information contained in this presentation. The Company and TPG Operating Group II, L.P. (“TPG Operating Group”) have entered into a definitive agreement (the “Investment Agreement”) providing for a long-term, strategic investment management partnership (the “Transaction”) with Jackson Financial Inc. (“Jackson”) whereby one or more TPG affiliates will serve as the investment manager for select general account assets of subsidiaries of Jackson. In furtherance of the Transaction, pursuant to the Investment Agreement, TPG agreed to issue to a subsidiary of Jackson an aggregate of $150 million of shares of Class A common stock of TPG at the Transaction’s closing (the “Closing”). In addition, TPG, through TPG Operating Group, …
Open exhibit ↗