Davis Kelvin L. 4

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.