Davis Kelvin L. 4
4 · TPG Inc. · Filed Feb 13, 2026
Research Summary
AI-generated summary of this filing
TPG Director Kelvin L. Davis Receives 70,788-Unit Award
What Happened Kelvin L. Davis, a director of TPG Inc. (TPG), was allocated 70,788 additional units of TPG Partner Holdings, L.P. ("TPH Units") on February 11, 2026. The Form 4 reports the acquisition as an award/grant (code A) at $0.00 per unit (derivative award), meaning no cash was paid in the reported transaction. These units are derivative interests that may be exchanged for cash or, at the issuer's election, one share of TPG Class A common stock per unit (subject to adjustments and restrictions).
Key Details
- Transaction date: February 11, 2026; Form 4 filed February 13, 2026 (appears timely).
- Instrument: 70,788 TPH Units allocated (reported as a derivative award, acquisition price $0.00).
- Shares/units owned after transaction: not specified in the filing.
- Footnotes of note:
- The units were automatically allocated following forfeiture by a former partner of Partner Holdings (F1).
- TPH Units are exchangeable one-for-one for cash or Class A common stock (Issuer’s election), with related cancellations of Class B common stock and customary adjustments (F2).
- The reporting person disclaims beneficial ownership except to the extent of any pecuniary interest; Rule 16a-1 note clarifies this filing isn’t an admission of broader beneficial ownership (F3, F4).
- Filing signed on behalf of Mr. Davis by Jennifer Chu under a power of attorney dated Aug 16, 2025.
Context This was a derivative award of partnership units, not a cash purchase or open-market sale. For retail investors, such awards often reflect internal equity allocation mechanics (here, automatic allocation after forfeiture) rather than a direct buy/sell signal by the director. Because these units can be exchanged for cash or stock under the exchange agreement, they represent potential future economic exposure to TPG common shares rather than immediate stock issuance.
Insider Transaction Report
- Award
TPG Partner Holdings, L.P. Units
[F2][F1][F3][F4]2026-02-11+70,788→ 11,602,827 total(indirect: By Personal Investment Vehicles)→ Class A Common Stock (70,788 underlying)
Footnotes (4)
- [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.
- [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.