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TPG (NYSE: TPG) president Sisitsky awarded 63,719 TPG Partner Holdings units

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(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

TPG Inc. President and director Todd Benjamin Sisitsky reported an indirect acquisition of 63,719 TPG Partner Holdings, L.P. units on February 11, 2026. These TPH Units were automatically allocated to entities associated with him under the partnership agreement after forfeiture by a former partner.

Two indirect holdings increased: 57,959 TPH Units held through a personal investment vehicle and 5,760 TPH Units held through family trusts, both at a price of $0 per unit as a grant or other award. The filing notes these TPH Units are ultimately exchangeable into cash or, at TPG’s election, Class A common stock on a one-for-one basis, and Sisitsky disclaims beneficial ownership beyond his pecuniary interest.

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Insider Sisitsky Todd Benjamin
Role President
Type Security Shares Price Value
Grant/Award TPG Partner Holdings, L.P. Units 57,959 $0.00 --
Grant/Award TPG Partner Holdings, L.P. Units 5,760 $0.00 --
Holdings After Transaction: TPG Partner Holdings, L.P. Units — 10,378,243 shares (Indirect, By Personal Investment Vehicle)
Footnotes (1)
  1. On February 11, 2026, 63,719 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 entities 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*
Sisitsky Todd Benjamin
(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
X Officer (give title below) Other (specify below)
President
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) 57,959 (2) (2) Class A Common Stock(2) 57,959 $0 10,378,243 I By Personal Investment Vehicle(3)(4)
TPG Partner Holdings, L.P. Units (2) 02/11/2026 A(1) 5,760 (2) (2) Class A Common Stock(2) 5,760 $0 478,688 I By Family Trusts(3)(4)
Explanation of Responses:
1. On February 11, 2026, 63,719 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 entities 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. Sisitsky 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) report for Todd Benjamin Sisitsky?

Todd Benjamin Sisitsky reported an indirect acquisition of 63,719 TPG Partner Holdings, L.P. units. These units were automatically allocated to entities associated with him after a former partner forfeited them, and were recorded as a grant or other acquisition at $0 per unit.

How many TPG Partner Holdings, L.P. units did Sisitsky acquire through each entity?

He indirectly acquired 57,959 TPH Units through a personal investment vehicle and 5,760 TPH Units through family trusts. Both positions increased via an automatic allocation on February 11, 2026, rather than an open-market purchase, at a stated price of $0 per unit.

Are the TPG Partner Holdings, L.P. units reported by Sisitsky exchangeable into TPG Class A common stock?

Yes. The filing states TPH Units are ultimately exchangeable for cash or, at TPG Inc.’s election, for shares of its Class A common stock on a one-for-one basis, subject to customary adjustments and transfer restrictions defined in an Amended and Restated Exchange Agreement.

What is Todd Benjamin Sisitsky’s role at TPG Inc. in this Form 4?

He is identified as both a director and an officer of TPG Inc., serving as President. The Form 4 is filed for one reporting person and covers derivative securities (TPG Partner Holdings, L.P. units) held indirectly through a personal investment vehicle and family trusts associated with him.

Was cash paid for the TPG Partner Holdings, L.P. units acquired on February 11, 2026?

No cash consideration is indicated. The derivative transactions show a price of $0 per TPH Unit, and footnotes describe the 63,719 additional units as automatically allocated under the limited partnership agreement following forfeiture by a former partner of TPG Partner Holdings, L.P.