COULTER JAMES G 4
4 · TPG Inc. · Filed Feb 13, 2026
Research Summary
AI-generated summary of this filing
TPG 10% Owner James Coulter Receives 210,464 Partnership Units
What Happened James G. Coulter, reported as a 10% owner, was allocated 210,464 additional TPH units of TPG Partner Holdings, L.P. on February 11, 2026. The Form 4 lists this as an award/acquisition (code A) at $0.00 per unit (derivative instrument); no cash was paid. The filing was submitted to the SEC on February 13, 2026.
Key Details
- Transaction date: February 11, 2026; filing date: February 13, 2026 (timely filed).
- Amount: 210,464 TPH Units granted/allocated; reported price $0.00 (no cash consideration).
- Shares owned after transaction: not specified in the filing.
- Important footnotes:
- F1: Units were automatically allocated upon forfeiture by a former partner of Partner Holdings.
- F2: TPH Units are ultimately exchangeable one-for-one (subject to adjustments) for cash or, at TPG Inc.'s election, Class A common stock under an exchange agreement; related Common Units and Class B shares are adjusted/cancelled upon exchange.
- F3–F4: Because of Coulter’s relationship with the holding entities, he may be deemed to beneficially own these securities to the extent of his pecuniary interest; he disclaims beneficial ownership beyond any pecuniary interest. The filing notes this does not automatically establish broader beneficial ownership for Section 16 purposes.
- Filing signed by Jennifer Chu under a power of attorney for Mr. Coulter.
Context This was an allocation of partnership units (a derivative interest), not an open-market purchase or sale of company stock. TPH Units can be exchanged for cash or Class A shares under the exchange agreement, so the award can convert into economic exposure to TPG Inc. over time. As a reported 10% owner, Coulter’s item is institutional/ownership-related rather than routine executive buy/sell trading; it reflects a structural allocation within TPG’s partnership entities rather than a market-directed trade.
Insider Transaction Report
- Award
TPG Partner Holdings, L.P. Units
[F2][F1][F3][F4]2026-02-11+210,464→ 35,641,042 total(indirect: By Personal Investment Vehicles)→ Class A Common Stock (210,464 underlying)
Footnotes (4)
- [F1]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.
- [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.