Harris Joann 4
4 · TPG Inc. · Filed Feb 13, 2026
Research Summary
AI-generated summary of this filing
TPG (TPG) CCO Joann Harris Receives 2,278 TPH Units
What Happened Joann Harris, Chief Compliance Officer of TPG Inc., was allocated 2,278 additional units of TPG Partner Holdings, L.P. ("TPH Units") on February 11, 2026. The units were recorded as an award/acquisition at $0.00 (no cash paid). The filing treats these as derivative securities: under TPG’s exchange agreement the TPH Units are ultimately exchangeable one-for-one for cash or, at the issuer’s election, shares of Class A common stock (subject to adjustments and restrictions).
Key Details
- Transaction date: February 11, 2026; Form 4 filed February 13, 2026 (timely).
- Transaction type/code: A — Award/Acquisition of derivative units.
- Amount: 2,278 TPH Units; acquisition price reported $0.00.
- Shares/units owned after transaction: Not specified in the filing.
- Notable footnotes:
- F1: Units were automatically allocated due to forfeiture by a former partner of Partner Holdings.
- F2: TPH Units are exchangeable for cash or, at the issuer’s election, Class A common shares on a one-for-one basis; corresponding Common Units and Class B shares held by related entities are adjusted/cancelled upon exchange. Class B shares carry 10 votes per share but no economic rights.
- F3–F4: Reporting person may be deemed to beneficially own units to the extent of pecuniary interest; the filer disclaims broader beneficial ownership beyond that interest and cites Rule 16a-1(a)(4).
- Filing signature: Jennifer Chu signed on behalf of Ms. Harris under a power of attorney dated Aug 16, 2025.
Context This was an administrative allocation of partnership units (not an open-market purchase or sale) resulting from another partner’s forfeiture, and it does not reflect an out-of-pocket buy by the insider. Because these are derivative partnership units that can be exchanged for cash or Class A shares, they differ from a direct purchase of common stock. Retail investors typically place more informational weight on direct purchases or sales of common stock than on internal unit allocations like this.
Insider Transaction Report
- Award
TPG Partner Holdings, L.P. Units
[F2][F1][F3][F4]2026-02-11+2,278→ 412,162 total(indirect: By Personal Investment Vehicle)→ Class A Common Stock (2,278 underlying)
Footnotes (4)
- [F1]On February 11, 2026, 2,278 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 entity 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.