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22,419 TPG Partner Holdings units granted to TPG Inc. (TPG) director

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

Rhea-AI Filing Summary

TPG Inc. director Raj Nehal reported an indirect acquisition of derivative interests linked to TPG stock. On February 11, 2026, 22,419 additional TPG Partner Holdings, L.P. units were automatically allocated to an entity associated with him after forfeiture by a former partner. These units were acquired at $0 and increase the indirectly held derivative position to 3,432,201 units.

Under an exchange agreement, each unit can ultimately be exchanged for cash or, at TPG Inc.’s election, one share of Class A common stock, with related exchanges of operating group units and cancellation of Class B shares. Nehal disclaims beneficial ownership beyond his pecuniary interest.

Positive

  • None.

Negative

  • None.
Insider Raj Nehal
Role Director
Type Security Shares Price Value
Grant/Award TPG Partner Holdings, L.P. Units 22,419 $0.00 --
Holdings After Transaction: TPG Partner Holdings, L.P. Units — 3,432,201 shares (Indirect, By Personal Investment Vehicle)
Footnotes (1)
  1. On February 11, 2026, 22,419 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.
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*
Raj Nehal

(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) 22,419 (2) (2) Class A Common Stock(2) 22,419 $0 3,432,201 I By Personal Investment Vehicle(3)(4)
Explanation of Responses:
1. On February 11, 2026, 22,419 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. Raj 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 for Raj Nehal?

TPG director Raj Nehal reported an indirect acquisition of 22,419 TPG Partner Holdings, L.P. units at a price of $0. These units were automatically allocated after a former partner forfeited them, increasing his indirectly held derivative position to 3,432,201 units.

How many TPG Partner Holdings units does Raj Nehal hold after this transaction?

After the reported transaction, entities associated with Raj Nehal indirectly hold 3,432,201 TPG Partner Holdings, L.P. units. This reflects the addition of 22,419 units automatically allocated to his personal investment vehicle following the forfeiture of those units by a former partner.

Were the TPG Partner Holdings units purchased on the market or granted?

The 22,419 TPG Partner Holdings, L.P. units were not bought on the open market; they were automatically allocated to the reporting person’s associated entity at a price of $0, in accordance with the partnership agreement, after being forfeited by a former partner.

How can the reported TPG Partner Holdings units affect TPG Inc. common stock?

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. Upon such an exchange, corresponding operating group units are exchanged and an equal number of Class B common shares are cancelled.

What type of security did TPG (TPG) disclose in this Form 4 filing?

The Form 4 covers TPG Partner Holdings, L.P. units, classified as derivative securities. These units are ultimately exchangeable into cash or shares of TPG Inc.’s Class A common stock on a one-for-one basis, subject to customary adjustments and transfer restrictions defined in an exchange agreement.
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