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Insider award: TPG (TPG) director gains 36,524 partnership units via Form 4

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

TPG Inc. director Jeffrey K. Rhodes reported an automatic award of 36,524 TPG Partner Holdings, L.P. units on February 11, 2026. The Form 4 shows this derivative acquisition at a price of $0 per unit, increasing his indirectly owned TPG Partner Holdings units to 6,310,481 through a personal investment vehicle.

The additional units were allocated under the partnership agreement after forfeiture by a former partner. These TPG Partner Holdings units can ultimately be exchanged for cash or, at TPG Inc.’s election, shares of Class A common stock on a one-for-one basis, with related TPG Operating Group II units exchanged and an equal number of Class B shares cancelled for no additional consideration.

The filing notes that Rhodes may be deemed to beneficially own these securities only to the extent of his pecuniary interest and explicitly disclaims beneficial ownership beyond that economic stake.

Positive

  • None.

Negative

  • None.
Insider Rhodes Jeffrey K.
Role Director
Type Security Shares Price Value
Grant/Award TPG Partner Holdings, L.P. Units 36,524 $0.00 --
Holdings After Transaction: TPG Partner Holdings, L.P. Units — 6,310,481 shares (Indirect, By Personal Investment Vehicle)
Footnotes (1)
  1. On February 11, 2026, 36,524 additional units ("TPH Units") of TPG Partner Holdings, L.P. ("Partner Holdings") were allocated automatically to the Reporting Person in accordance with Partner Holdings' limited partnership agreement upon their forfeiture by a former partner of Partner Holdings. Pursuant to the Amended and Restated Exchange Agreement filed by TPG Inc. (the "Issuer") with the Securities and Exchange Commission (the "Commission") on November 2, 2023, TPH Units are ultimately exchangeable for cash or, at the Issuer's election, shares of Class A common stock of the Issuer on a one-for-one basis, subject to customary conversion rate adjustments and transfer restrictions (the "exchange consideration"). Upon an exchange of TPH Units, an equal number of Common Units of TPG Operating Group II, L.P. held by TPG Group Holdings (SBS), L.P. ("Group Holdings"), of which Partner Holdings is an indirect limited partner, are exchanged on a one-for-one basis for the exchange consideration, and an equal number of shares of Class B common stock of the Issuer also held by Group Holdings will be automatically cancelled for no additional consideration. Each share of Class B common stock entitles the holder to ten votes per share but carries no economic rights. Because of the relationship between the Reporting Person and the entity holding these securities, the Reporting Person may be deemed to beneficially own these securities to the extent of the greater of the Reporting Person's direct or indirect pecuniary interest in the profits, capital accounts or distributions of the holder. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of the Reporting Person's pecuniary interest therein, if any. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Person is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities in excess of the Reporting Person's pecuniary interest.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Rhodes Jeffrey K.
(Last) (First) (Middle)
301 COMMERCE STREET
SUITE 3300
(Street)
FORT WORTH TX 76102
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
TPG Inc. [ TPG ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/11/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
TPG Partner Holdings, L.P. Units (2) 02/11/2026 A(1) 36,524 (2) (2) Class A Common Stock(2) 36,524 $0 6,310,481 I By Personal Investment Vehicle(3)(4)
Explanation of Responses:
1. On February 11, 2026, 36,524 additional units ("TPH Units") of TPG Partner Holdings, L.P. ("Partner Holdings") were allocated automatically to the Reporting Person in accordance with Partner Holdings' limited partnership agreement upon their forfeiture by a former partner of Partner Holdings.
2. Pursuant to the Amended and Restated Exchange Agreement filed by TPG Inc. (the "Issuer") with the Securities and Exchange Commission (the "Commission") on November 2, 2023, TPH Units are ultimately exchangeable for cash or, at the Issuer's election, shares of Class A common stock of the Issuer on a one-for-one basis, subject to customary conversion rate adjustments and transfer restrictions (the "exchange consideration"). Upon an exchange of TPH Units, an equal number of Common Units of TPG Operating Group II, L.P. held by TPG Group Holdings (SBS), L.P. ("Group Holdings"), of which Partner Holdings is an indirect limited partner, are exchanged on a one-for-one basis for the exchange consideration, and an equal number of shares of Class B common stock of the Issuer also held by Group Holdings will be automatically cancelled for no additional consideration. Each share of Class B common stock entitles the holder to ten votes per share but carries no economic rights.
3. Because of the relationship between the Reporting Person and the entity holding these securities, the Reporting Person may be deemed to beneficially own these securities to the extent of the greater of the Reporting Person's direct or indirect pecuniary interest in the profits, capital accounts or distributions of the holder. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of the Reporting Person's pecuniary interest therein, if any.
4. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Person is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities in excess of the Reporting Person's pecuniary interest.
Remarks:
(5) Jennifer Chu is signing on behalf of Mr. Rhodes pursuant to the power of attorney dated August 16, 2025, which was previously filed with the Commission.
/s/ Jennifer L. Chu, as attorney-in-fact (5) 02/13/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did TPG (TPG) disclose for Jeffrey K. Rhodes?

TPG disclosed that director Jeffrey K. Rhodes acquired 36,524 TPG Partner Holdings, L.P. units on February 11, 2026. The units were allocated automatically after forfeiture by a former partner, increasing his indirectly held derivative units to 6,310,481 at a price of $0 per unit.

Was the TPG (TPG) insider transaction a purchase or an automatic award?

The transaction was an automatic award, not an open-market purchase. 36,524 TPG Partner Holdings, L.P. units were allocated to Jeffrey K. Rhodes under the partnership agreement after another partner’s forfeiture, with the Form 4 classifying it as a grant or other acquisition at $0 per unit.

How many TPG Partner Holdings units does Jeffrey K. Rhodes hold after this Form 4?

After the reported transaction, Jeffrey K. Rhodes indirectly beneficially owns 6,310,481 TPG Partner Holdings, L.P. units. The Form 4 states these are held through a personal investment vehicle and reflects the increase from the 36,524 additional units allocated on February 11, 2026.

Can the reported TPG Partner Holdings units be exchanged for TPG (TPG) Class A shares?

Yes. The filing explains that TPG Partner Holdings units are ultimately exchangeable for cash or, at TPG Inc.’s election, one share of Class A common stock per unit, subject to customary adjustments, with corresponding operating group units exchanged and an equal number of Class B shares cancelled.

What is the voting and economic structure tied to TPG’s Class B common stock mentioned in the filing?

The filing notes that each share of TPG’s Class B common stock carries ten votes but no economic rights. When TPG Partner Holdings units are exchanged, an equal number of Class B shares held by TPG Group Holdings are automatically cancelled for no additional consideration.