Raj Nehal 4
4 · TPG Inc. · Filed Feb 13, 2026
Research Summary
AI-generated summary of this filing
TPG Director Raj Nehal Receives Award of 22,419 Partner Units
What Happened
Raj Nehal, a director of TPG Inc. (TPG), was allocated 22,419 additional units of TPG Partner Holdings, L.P. ("TPH Units") on February 11, 2026. The units were reported at $0.00 (a non‑cash derivative award/assignment), not a purchase or sale. These TPH Units are a derivative form of equity that can be exchanged for cash or, at TPG’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 filed February 13, 2026 (timely).
- Transaction type/code: Grant/award/acquisition (A) — 22,419 TPH Units reported at $0.00.
- Shares/units owned after transaction: Not specified in the filing.
- Footnotes of note:
- F1: Units were automatically allocated upon forfeiture by a former partner of Partner Holdings.
- F2: TPH Units are exchangeable one-for-one for cash or Class A shares per the November 2, 2023 Exchange Agreement; an equal number of certain common units and Class B shares held by related entities will be exchanged/cancelled. Class B shares carry voting power (10 votes each) but no economic rights.
- F3/F4: Reporting person disclaims beneficial ownership except to the extent of any pecuniary interest; filing not an admission of beneficial ownership under Rule 16a‑1(a)(4).
- Signature/filing: Signed on behalf of Mr. Nehal by Jennifer Chu under a power of attorney dated Aug 16, 2025.
Context
This is a derivative unit award (not a cash purchase or sale). For retail investors: TPH Units are not immediate shares of TPG common stock but can be converted into cash or shares per the exchange agreement, so the economic impact depends on future exchanges and TPG’s election. The allocation resulted from a forfeiture by a former partner and may reflect partnership administrative adjustments rather than a direct insider market transaction.
Insider Transaction Report
- Award
TPG Partner Holdings, L.P. Units
[F2][F1][F3][F4]2026-02-11+22,419→ 3,432,201 total(indirect: By Personal Investment Vehicle)→ Class A Common Stock (22,419 underlying)
Footnotes (4)
- [F1]On February 11, 2026, 22,419 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.