TPG Inc. (TPG) chair gains 210,464 exchangeable partnership units

Rhea-AI Filing Summary

TPG Inc. Executive Chairman and 10% owner James G. Coulter reported an automatic acquisition of 210,464 additional TPG Partner Holdings, L.P. units on February 11, 2026. These derivative securities are held indirectly through personal investment vehicles and bring his reported beneficial interest in such units to 35,641,042.

Under an existing exchange agreement, each TPG Partner Holdings, L.P. unit is ultimately exchangeable for cash or, at TPG Inc.’s election, one share of its Class A common stock, subject to customary adjustments and transfer restrictions. Any such exchange also triggers a corresponding exchange of operating group units and cancellation of an equal number of Class B shares with ten votes per share and no economic rights.

Insights

Equity compensation and governance analyst

Non-cash allocation of partnership units increases indirect derivative holdings.

James G. Coulter reported an automatic allocation of 210,464 TPG Partner Holdings, L.P. units, following the forfeiture of units by a former partner. The transaction is coded as an acquisition (A) at a price of $0, indicating no new cash outlay.

These units are derivative interests ultimately exchangeable for either cash or Class A common stock of TPG Inc. on a one-for-one basis, subject to adjustments and transfer restrictions. After this transaction, indirect derivative holdings total 35,641,042 units through personal investment vehicles.

Footnotes emphasize that Coulter may be deemed a beneficial owner only to the extent of his pecuniary interest and expressly disclaim ownership beyond that. The filing primarily documents a reallocation driven by another partner’s forfeiture, rather than open-market activity, so its immediate impact on common shareholders is limited.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider COULTER JAMES G

Role Executive Chairman

Type	Security	Shares	Price	Value
Grant/Award	TPG Partner Holdings, L.P. Units	210,464	$0.00	--

Holdings After Transaction: TPG Partner Holdings, L.P. Units — 35,641,042 shares (Indirect, By Personal Investment Vehicles)

Footnotes (1)

1. On February 11, 2026, 210,464 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^*

COULTER JAMES G

(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)
	Executive Chairman

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)		210,464		(2)	(2)	Class A Common Stock(2)	210,464	$0	35,641,042	I	By Personal Investment Vehicles(3)(4)

Explanation of Responses:

1. On February 11, 2026, 210,464 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. Coulter 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.

FAQ

What insider transaction did TPG (TPG) report in this Form 4?

The filing reports that Executive Chairman James G. Coulter acquired 210,464 TPG Partner Holdings, L.P. units on February 11, 2026. These derivative units were automatically allocated to him after a former partner forfeited them under the partnership agreement, with no cash price per unit.

How many TPG Partner Holdings, L.P. units does James G. Coulter hold after this transaction?

After the reported transaction, James G. Coulter is shown as indirectly beneficially owning 35,641,042 TPG Partner Holdings, L.P. units. These holdings are reported as being held through personal investment vehicles, reflecting his indirect pecuniary interest as described in the Form 4 footnotes.

How can TPG Partner Holdings, L.P. units be exchanged under TPG (TPG)’s agreements?

According to the filing, each TPG Partner Holdings, L.P. unit is ultimately exchangeable for cash or, at TPG Inc.’s election, one share of its Class A common stock. The exchange is on a one-for-one basis, subject to customary conversion adjustments and transfer restrictions under an Amended and Restated Exchange Agreement.

Does James G. Coulter fully own all the TPG-related securities reported in this Form 4?

The filing states that Coulter may be deemed to beneficially own the reported securities only to the extent of his direct or indirect pecuniary interest. He expressly disclaims beneficial ownership of any equity securities beyond that economic interest, consistent with Rule 16a-1(a)(4) under the Exchange Act.

What happens to TPG Inc. Class B shares when TPG Partner Holdings units are exchanged?

When TPG Partner Holdings, L.P. units are exchanged for cash or Class A stock, an equal number of Common Units of TPG Operating Group II, L.P. are also exchanged. At the same time, an equal number of TPG Inc. Class B shares are automatically cancelled for no additional consideration, though each Class B share carries ten votes.

Was the 210,464-unit acquisition by James G. Coulter an open-market purchase of TPG (TPG) stock?

No. The transaction reflects an automatic allocation of 210,464 partnership units under the partnership agreement after another partner’s forfeiture. It was reported as an acquisition of derivative securities at a price of $0, not an open-market purchase of TPG Inc. Class A common stock.