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TPG $500,000,000 4.875% notes due 2031

TPG Inc. completed an offering of $500,000,000 aggregate principal amount of 4.875% Senior Notes due 2031 through subsidiary TPG Operating Group II, L.P.

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

TPG Inc. completed an offering of $500,000,000 aggregate principal amount of 4.875% Senior Notes due 2031 through subsidiary TPG Operating Group II, L.P. The notes are unsecured, unsubordinated obligations of the issuer and are fully and unconditionally guaranteed by several indirect subsidiaries and the company.

The notes, issued under an existing indenture and a third supplemental indenture, bear 4.875% annual interest from February 26, 2026, payable semi-annually on May 15 and November 15 starting November 15, 2026. They were issued off a Form S-3ASR shelf registration, mature on May 15, 2031, and were sold under an underwriting agreement with major investment banks.

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Insights

TPG raises $500,000,000 in new unsecured senior notes due 2031.

TPG Operating Group II, L.P. issued $500,000,000 of 4.875% Senior Notes due May 15, 2031, with interest starting February 26, 2026. The notes sit as unsecured, unsubordinated obligations, which places them alongside other senior unsecured debt in the capital structure.

The notes are fully and unconditionally guaranteed on a joint and several basis by TPG Inc. and key operating subsidiaries, also as unsecured and unsubordinated obligations. This structure ties repayment to the broader TPG group rather than a single issuing entity.

The securities were issued off an automatic shelf registration on Form S-3ASR and sold under an underwriting agreement with Wells Fargo Securities, BofA Securities, and Morgan Stanley & Co., indicating a standard marketed transaction. Future disclosures in periodic reports can provide context on leverage, interest expense, and use of proceeds.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

What type of securities did TPG (TPG) issue in this filing?
TPG issued $500,000,000 aggregate principal amount of 4.875% Senior Notes due 2031. These are unsecured, unsubordinated obligations of TPG Operating Group II, L.P., and are fully and unconditionally guaranteed by TPG Inc. and certain indirect subsidiaries.

What is the interest rate and payment schedule on TPG (TPG) 4.875% Senior Notes?
The notes carry a fixed annual interest rate of 4.875%, accruing from February 26, 2026. Interest is payable semi-annually in arrears on May 15 and November 15 of each year, with the first payment due on November 15, 2026.

When do TPG (TPG) 4.875% Senior Notes mature?
The 4.875% Senior Notes issued by TPG Operating Group II, L.P. mature on May 15, 2031, unless redeemed earlier. This provides investors with a defined medium-term maturity profile under the senior unsecured debt of the TPG group.

Who guarantees the new TPG (TPG) 4.875% Senior Notes?
The notes are fully and unconditionally guaranteed, jointly and severally, by TPG Inc., TPG Operating Group I, L.P., TPG Operating Group III, L.P., and TPG Holdings II Sub, L.P. These guarantees are unsecured and unsubordinated obligations of each guarantor.

Under what documentation were TPG (TPG) 4.875% Senior Notes issued?
The notes were issued under a senior indenture dated March 5, 2024, as supplemented by a Third Supplemental Indenture dated February 26, 2026. Together, these documents govern key terms of the $500,000,000 4.875% Senior Notes due 2031.

How were TPG (TPG) 4.875% Senior Notes offered and registered?
The notes were offered pursuant to an Underwriting Agreement with Wells Fargo Securities, BofA Securities, and Morgan Stanley & Co. They were registered under the Securities Act via a shelf registration statement on Form S-3ASR, allowing public issuance under pre-cleared terms.

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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 26, 2026

 

 

TPG Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-41222   87-2063362

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

301 Commerce Street, Suite 3300

Fort Worth, TX

     76102
(Address of principal executive offices)     (Zip Code)

(817) 871-4000

(Registrant’s telephone number, including area code)

Not Applicable

(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 (see General Instruction A.2. below):

 

  ☐

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 each exchange
on which registered

Class A common stock   TPG   The Nasdaq Stock Market LLC
    (Nasdaq Global Select Market)
6.950% Subordinated Notes due 2064   TPGXL   The Nasdaq Stock Market LLC
    (Nasdaq Global Market)

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 1.01

Entry into a Material Definitive Agreement.

The information required by this Item 1.01 is included in Item 2.03 and is incorporated herein by reference.

 

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On February 26, 2026, TPG Inc. (the “Company”), TPG Operating Group I, L.P., TPG Operating Group III, L.P. and TPG Holdings II Sub, L.P., each indirect subsidiaries of the Company (together with the Company, the “Guarantors”), and TPG Operating Group II, L.P., an indirect subsidiary of the Company (the “Issuer”), completed an offering of $500,000,000 aggregate principal amount of its 4.875% Senior Notes due 2031 (the “Notes”). The Notes were issued pursuant to an indenture, dated March 5, 2024 (the “Base Indenture”), as supplemented by the third supplemental indenture, dated February 26, 2026 (the “Third Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), with U.S. Bank Trust Company, National Association, as trustee. The Notes have been registered under the Securities Act of 1933, as amended, by a shelf registration statement on Form S-3ASR (Registration No. 333-277384).

The Notes bear interest at an annual rate of 4.875% accruing from February 26, 2026. Interest is payable semi-annually in arrears on May 15 and November 15 of each year, commencing on November 15, 2026. The Notes are unsecured and unsubordinated obligations of the Issuer. The Notes will mature on May 15, 2031, unless earlier redeemed. The Notes are fully and unconditionally guaranteed (the “Guarantees”), jointly and severally, by each of the Guarantors. The Guarantees are unsecured and unsubordinated obligations of the Guarantors.

Further information concerning the Notes and the Guarantees and related matters is set forth in the Company’s Prospectus Supplement dated February 19, 2026, which was filed with the Securities and Exchange Commission on February 23, 2026.

The preceding is a summary of the terms of the Indenture and the Notes, and is qualified in its entirety by reference to the Base Indenture filed as Exhibit 4.1 hereto, the Third Supplemental Indenture filed as Exhibit 4.2 hereto and the form of the Notes filed as Exhibit 4.3 hereto, each of which is incorporated herein by reference as though they were fully set forth herein.

 

Item 8.01

Other Events.

In connection with the issuance and sale of the Notes, the Issuer and the Guarantors entered into an Underwriting Agreement (the “Underwriting Agreement”), dated February 19, 2026, with Wells Fargo Securities, LLC, BofA Securities, Inc. and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein. The Underwriting Agreement is filed as Exhibit 1.1 hereto and is incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
No.

   

Description of Exhibit

 1.1    Underwriting Agreement, dated February 19, 2026, by and among TPG Inc., TPG Operating Group I, L.P., TPG Operating Group II, L.P, TPG Operating Group III, L.P., TPG Holdings II Sub, L.P., Wells Fargo Securities, LLC, BofA Securities, Inc. and Morgan Stanley & Co. LLC.
 4.1    Senior Indenture, dated as of March 5, 2024, among TPG Operating Group II, L.P., the Guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the TPG Inc. Current Report on Form 8-K filed on March 5, 2024).
 4.2    Third Supplemental Indenture, dated as of February 26, 2026, among TPG Operating Group II, L.P., the Guarantors named therein and U.S. Bank Trust Company, National Association, as trustee.
 4.3    Form of 4.875% Senior Notes due 2031 (included in Exhibit 4.2 hereto).
 5.1    Opinion of Davis Polk & Wardwell LLP.
23.1    Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1).
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

TPG INC.
By:  

/s/ Jennifer L. Chu

Name:   Jennifer L. Chu
Title:   Chief Legal Officer and General Counsel

Date: February 26, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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