TPG director reports award of 70,788 TPH units

TPG Inc. director Kelvin L. Davis, through personal investment vehicles, indirectly acquired 70,788 additional TPG Partner Holdings, L.P. units on February 11, 2026 at a stated price of $0.

Rhea-AI Filing Summary

TPG Inc. director Kelvin L. Davis, through personal investment vehicles, indirectly acquired 70,788 additional TPG Partner Holdings, L.P. units on February 11, 2026 at a stated price of $0. These units were automatically allocated to him after forfeiture by a former partner under the partnership agreement.

Following this award, his indirect beneficial interest rose to 11,602,827 TPH units. Under an exchange agreement, each TPH unit is ultimately exchangeable for cash or, at TPG Inc.’s election, one share of Class A common stock, with related Operating Group units exchanged and an equal number of Class B shares cancelled. Davis disclaims beneficial ownership beyond his pecuniary interest.

Insider Trade Summary

Grant/Award: 70,788 shares

Grant/Award 1 txn

Insider Davis Kelvin L.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	TPG Partner Holdings, L.P. Units	70,788	$0.00	$0.00

Holdings After Transaction: TPG Partner Holdings, L.P. Units — 11,602,827 contracts (Indirect, By Personal Investment Vehicles)

Footnotes (4)

1. F1. On February 11, 2026, 70,788 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.
3. 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.
4. 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.

FAQ

What insider transaction did TPG (TPG) report for Kelvin L. Davis?

TPG reported that director Kelvin L. Davis, via personal investment vehicles, indirectly acquired 70,788 TPG Partner Holdings, L.P. units on February 11, 2026 at a stated price of $0, increasing his indirect beneficial interest to 11,602,827 TPH units.

How many TPG Partner Holdings units does Kelvin L. Davis now indirectly hold?

After the February 11, 2026 allocation of 70,788 additional TPG Partner Holdings, L.P. units, investment vehicles associated with director Kelvin L. Davis now indirectly hold 11,602,827 TPH units, according to the Form 4 beneficial ownership figure reported for his indirect pecuniary interest.

At what price were the 70,788 TPG Partner Holdings units allocated?

The 70,788 TPG Partner Holdings, L.P. units allocated to entities associated with Kelvin L. Davis on February 11, 2026 carried a reported transaction price per unit of $0. They were automatically reallocated after forfeiture by a former partner under the partnership agreement.

How can TPG Partner Holdings units held for Kelvin L. Davis be exchanged?

Under an exchange agreement, each TPG Partner Holdings, L.P. unit is ultimately exchangeable for cash or, at TPG Inc.’s election, one share of TPG Class A common stock, subject to customary adjustments, with related Operating Group units exchanged and an equal number of Class B shares cancelled.

Does Kelvin L. Davis claim full beneficial ownership of all reported TPG-related units?

No. The filing states Kelvin L. Davis 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.

Why were 70,788 TPG Partner Holdings units reallocated to vehicles for Kelvin L. Davis?

The 70,788 TPH units were automatically allocated to entities associated with Kelvin L. Davis in accordance with the TPG Partner Holdings, L.P. limited partnership agreement after those units were forfeited by a former partner of the partnership.

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Accepted by SEC EDGAR 02/13/2026 - 05:10 PM Learn about SEC filing dates

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^*

Davis Kelvin L.

(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)		70,788		(2)	(2)	Class A Common Stock(2)	70,788	$0	11,602,827	I	By Personal Investment Vehicles(3)(4)

Explanation of Responses:

1. On February 11, 2026, 70,788 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. Davis 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).
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