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TPG Inc. (TPG) allocates 60 Partner Holdings units to chief accounting officer

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Form Type
4

Rhea-AI Filing Summary

Davidson Martin reported acquisition or exercise transactions in this Form 4 filing.

TPG Inc. reported that Chief Accounting Officer Martin Davidson received an automatic allocation of 60 TPG Partner Holdings, L.P. units on August 5, 2026, following the forfeiture of these units by a former partner under the partnership agreement. This increased his directly held TPH Units to 633,263. The units are ultimately exchangeable on a one-for-one basis for either cash or, at TPG’s election, shares of Class A common stock, with a corresponding exchange of Operating Group II Common Units and cancellation of an equal number of Class B shares that carry ten votes per share but no economic rights.

Positive

  • None.

Negative

  • None.
Insider Davidson Martin
Role Chief Accounting Officer
Type Security Shares Price Value
Grant/Award TPG Partner Holdings, L.P. Units F2, F1 60 $0.00 $0.00
Holdings After Transaction: TPG Partner Holdings, L.P. Units — 633,263 shares (Direct)
Footnotes (2)
  1. F1. On August 5, 2026, 60 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. F2. 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.
TPH Units acquired 60 units Automatic allocation on August 5, 2026 following forfeiture by a former partner
TPH Units held after transaction 633,263 units Direct holdings of Martin Davidson after the August 5, 2026 allocation
Transaction price per unit $0.0000 Reported acquisition price for the 60 TPG Partner Holdings, L.P. units
Underlying Class A shares 60 shares Each acquired TPH Unit is exchangeable one-for-one into Class A common stock or cash
Class B voting power 10 votes per share Each Class B common share provides ten votes but has no economic rights
TPG Partner Holdings, L.P. Units financial
"60 additional units ("TPH Units") of TPG Partner Holdings, L.P."
Amended and Restated Exchange Agreement regulatory
"Pursuant to the Amended and Restated Exchange Agreement filed by TPG Inc."
exchange consideration financial
"for the exchange consideration, and an equal number of Common Units"
Class B common stock financial
"an equal number of shares of Class B common stock of the Issuer"
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What transaction did TPG (TPG) report for Martin Davidson in this Form 4?

Martin Davidson, TPG’s Chief Accounting Officer, received an automatic allocation of 60 TPG Partner Holdings, L.P. units on August 5, 2026. The allocation resulted from the forfeiture of these units by a former partner under the partnership agreement.

How many TPG Partner Holdings units does Martin Davidson hold after this transaction at TPG (TPG)?

After the August 5, 2026 allocation of 60 units, Martin Davidson holds 633,263 TPG Partner Holdings, L.P. units directly. These figures come from the post-transaction holdings reported in the Form 4.

What are TPH Units and how can they be exchanged at TPG (TPG)?

TPH Units are units of TPG Partner Holdings, L.P. that are ultimately exchangeable for cash or, at TPG Inc.’s election, Class A common stock on a one-for-one basis. The exchange is subject to customary conversion rate adjustments and transfer restrictions.

What happens to Class B common stock when TPH Units are exchanged at TPG (TPG)?

When TPH Units are exchanged, an equal number of Class B common shares held by TPG Group Holdings are automatically cancelled for no consideration. Each Class B share carries ten votes per share but has no economic rights.

Was the TPG (TPG) Form 4 transaction made under a Rule 10b5-1 trading plan?

The Form 4’s Rule 10b5-1 checkbox is not marked as affirming plan usage, and no footnote describes the transaction as under a Rule 10b5-1 trading plan. The filing presents it as an automatic partnership allocation.
SEC Form 4
FORM 4UNITED 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*
Davidson Martin

(Last)(First)(Middle)
301 COMMERCE STREET, SUITE 3300

(Street)
FORT WORTH TEXAS 76102

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
TPG Inc. [ TPG ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Accounting Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/05/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
TPG Partner Holdings, L.P. Units(2)08/05/2026A(1)60 (2) (2)Class A Common Stock(2)60$0633,263D
Explanation of Responses:
1. On August 5, 2026, 60 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.
Remarks:
(3) Jennifer Chu is signing on behalf of Mr. Davidson 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(3)08/07/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)