TPG (TPG) CEO Jon Winkelried allocated 98,894 Partner Holdings units

Rhea-AI Filing Summary

TPG Inc. Chief Executive Officer Jon Winkelried reported an automatic award of 98,894 TPG Partner Holdings, L.P. ("TPH") units on February 11, 2026. These TPH Units were allocated to him under the partnership agreement after forfeiture by a former partner.

The filing shows acquisitions of 67,353 TPH Units held directly, 21,032 TPH Units held indirectly through a personal investment vehicle, and 10,509 TPH Units held indirectly through a family trust, all at a price of $0 per unit.

According to an exchange agreement, TPH Units are ultimately exchangeable for cash or, at TPG Inc.’s election, an equal number of Class A common shares, with related exchanges and cancellations of operating group units and Class B shares. Winkelried disclaims beneficial ownership beyond his pecuniary interest.

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

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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^*

WINKELRIED JON

(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	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

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)		67,353		(2)	(2)	Class A Common Stock(2)	67,353	$0	11,551,142	D
TPG Partner Holdings, L.P. Units	(2)	02/11/2026		A(1)		21,032		(2)	(2)	Class A Common Stock(2)	21,032	$0	4,025,168	I	By Personal Investment Vehicle(3)(4)
TPG Partner Holdings, L.P. Units	(2)	02/11/2026		A(1)		10,509		(2)	(2)	Class A Common Stock(2)	10,509	$0	2,011,349	I	By Family Trust(3)(4)

Explanation of Responses:

1. On February 11, 2026, 98,894 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. Winkelried 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
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FAQ

What insider transaction did TPG (TPG) report for Jon Winkelried?

Jon Winkelried reported receiving 98,894 TPG Partner Holdings, L.P. units. These units were automatically allocated on February 11, 2026 after a former partner’s forfeiture, reflecting a non-cash acquisition under the limited partnership agreement rather than an open-market purchase.

How are the newly acquired TPG Partner Holdings units held by TPG (TPG) CEO?

The 98,894 TPH Units are split among direct and indirect holdings. Winkelried holds 67,353 units directly, 21,032 units through a personal investment vehicle, and 10,509 units through a family trust, as disclosed in the Form 4 derivative securities table.

At what price were the TPG Partner Holdings units acquired in this Form 4?

The reported TPG Partner Holdings, L.P. units were acquired at $0 per unit. The filing describes them as an automatic allocation under the partnership agreement, tied to forfeited units from a former partner, rather than a cash purchase transaction.

Can TPG Partner Holdings units be exchanged for TPG (TPG) Class A common stock?

Yes, TPH Units are ultimately exchangeable for cash or Class A common stock. Under an exchange agreement, each TPH Unit may be exchanged on a one-for-one basis for cash or, at TPG Inc.’s election, an equal number of Class A shares, subject to adjustments and restrictions.

What are the voting rights of TPG (TPG) Class B common stock mentioned in the filing?

Each Class B common share carries ten votes but no economic rights. When TPH Units are exchanged, a corresponding number of Class B shares held by an affiliated entity are automatically cancelled, aligning voting power with the exchanged economic interests.

Does Jon Winkelried claim full beneficial ownership of all reported TPG-related units?

No, Winkelried disclaims beneficial ownership beyond his pecuniary interest. The filing states he may be deemed to beneficially own securities held by related entities but expressly disclaims ownership except to the extent of his direct or indirect economic interest.