TPG Inc. (NASDAQ: TPG) director awarded 1,206 partner units tied to Class A stock
Rhea-AI Filing Summary
Davis Kelvin L. reported acquisition or exercise transactions in this Form 4 filing.
TPG Inc. director Kelvin L. Davis reported an automatic allocation of 1,206 TPG Partner Holdings, L.P. units on August 5, 2026 after another partner’s forfeiture. He received 4 units directly (41,665 direct units after) and 1,202 through personal investment vehicles (11,604,029 indirect units). For those indirect holdings, he disclaims beneficial ownership beyond his pecuniary interest. These units are exchangeable one-for-one into cash or, at TPG’s election, Class A common stock under an existing exchange agreement.
Positive
- None.
Negative
- None.
Insider Trade Summary
2 transactions reported
Mixed
2 txns
Insider
Davis Kelvin L.
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | TPG Partner Holdings, L.P. Units F2, F1 | 4 | $0.00 | $0.00 |
| Grant/Award | TPG Partner Holdings, L.P. Units F2, F1, F3, F4 | 1,202 | $0.00 | $0.00 |
Holdings After Transaction:
TPG Partner Holdings, L.P. Units — 41,665 shares (Direct);
TPG Partner Holdings, L.P. Units — 11,604,029 shares (Indirect, By Personal Investment Vehicles)
Footnotes (4)
- F1. On August 5, 2026, 1,206 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.
- 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.
- F3. 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.
- F4. 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.
Key Figures
TPH Units allocated (total): 1,206 units
Direct TPH Units acquired: 4 units
Direct TPH Units after allocation: 41,665 units
+2 more
5 metrics
TPH Units allocated (total)
1,206 units
Additional TPG Partner Holdings, L.P. units automatically allocated on August 5, 2026
Direct TPH Units acquired
4 units
Units of TPG Partner Holdings, L.P. allocated directly to the reporting person
Direct TPH Units after allocation
41,665 units
Direct TPG Partner Holdings, L.P. units held following the August 5, 2026 allocation
Indirect TPH Units acquired
1,202 units
Units allocated to personal investment vehicles associated with the reporting person
Indirect TPH Units after allocation
11,604,029 units
TPG Partner Holdings, L.P. units held indirectly via personal investment vehicles
Key Terms
TPG Partner Holdings, L.P. Units, Amended and Restated Exchange Agreement, beneficial ownership, pecuniary interest, +1 more
5 terms
TPG Partner Holdings, L.P. Units financial
"1,206 additional units ("TPH Units") of TPG Partner Holdings, L.P. were allocated automatically"
Amended and Restated Exchange Agreement regulatory
"Pursuant to the Amended and Restated Exchange Agreement filed by TPG Inc."
beneficial ownership regulatory
"the Reporting Person may be deemed to beneficially own these securities"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
pecuniary interest financial
"except to the extent of the Reporting Person's pecuniary interest therein, if any"
Rule 16a-1(a)(4) regulatory
"Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934"
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What insider transaction did TPG (TPG) director Kelvin L. Davis report?
Kelvin L. Davis reported an automatic allocation of 1,206 TPG Partner Holdings (TPH) units on August 5, 2026. These units were allocated under the partnership agreement after a former partner forfeited them, not through an open-market purchase.
How many TPG Partner Holdings units does Kelvin L. Davis hold after this TPG (TPG) report?
After the allocation, Davis holds 41,665 TPH units directly and 11,604,029 TPH units indirectly through personal investment vehicles. The indirect holdings reflect entities associated with him, and he limits beneficial ownership to his pecuniary interest.
Are Kelvin Davis’s TPG (TPG) TPH units convertible into Class A common stock?
Yes. Under an Amended and Restated Exchange Agreement, each TPH unit is ultimately exchangeable for cash or, at TPG’s election, one share of Class A common stock, subject to customary adjustments and transfer restrictions and related exchanges of other partnership and Class B shares.
Were the TPG (TPG) units reported by Kelvin Davis bought on the open market?
No. The 1,206 TPH units were allocated automatically under the partnership agreement after forfeiture by a former partner. The transaction price is reported as $0.0000 per unit, indicating an allocation rather than a market purchase.
How does Kelvin L. Davis describe his beneficial ownership of indirect TPG (TPG) units?
For units held through personal investment vehicles, Davis states he may be deemed to beneficially own them only to the extent of his direct or indirect pecuniary interest and disclaims beneficial ownership of any equity securities beyond that interest.
Were Kelvin Davis’s TPG (TPG) transactions made under a Rule 10b5-1 trading plan?
No. The report indicates the transactions were not made under a Rule 10b5-1 trading plan. The allocation instead arose automatically from the partnership agreement when a former partner’s TPH units were forfeited.