Rhodes Jeffrey K. 4
4 · TPG Inc. · Filed Feb 13, 2026
Research Summary
AI-generated summary of this filing
TPG Director Jeffrey Rhodes Receives 36,524 Partner Units
What Happened
- Jeffrey K. Rhodes, a director of TPG Inc. (TPG), was automatically allocated 36,524 units of TPG Partner Holdings, L.P. ("TPH Units") on February 11, 2026. The filing reports these as a derivative acquisition (36,524 @ $0.00).
- The units were allocated due to forfeiture by a former partner of Partner Holdings (footnote F1). No cash was paid by Mr. Rhodes for this allocation.
Key Details
- Transaction date: February 11, 2026; Filing date: February 13, 2026 (appears timely under Section 16 reporting rules).
- Amount: 36,524 TPH Units; Reported transaction price: $0.00 (derivative award/acquisition).
- Post-transaction holdings: Not specified in the filing (beneficial ownership is disclaimed except to the extent of any pecuniary interest—see F3 and F4).
- Material footnotes: F1 (automatic allocation upon forfeiture); F2 (TPH Units are exchangeable for cash or, at issuer’s election, one-for-one for Class A common stock, with related conversion/cancellation mechanics); F3–F4 (disclaimer and Rule 16 clarification). Filing signed via power of attorney (Jennifer Chu) per remarks.
Context
- These TPH Units are derivative economic interests in a partnership (not a direct open-market stock purchase). Under the exchange agreement, TPH Units can ultimately be exchanged for cash or TPG Class A shares (subject to adjustments and restrictions), so they represent potential future economic exposure rather than immediate Class A stock.
- This is an internal allocation tied to partnership unit mechanics rather than a buy/sell signal in the open market. The filing is factual and does not imply managerial intent.
Insider Transaction Report
Form 4
TPG Inc.TPG
Rhodes Jeffrey K.
Director
Transactions
- Award
TPG Partner Holdings, L.P. Units
[F2][F1][F3][F4]2026-02-11+36,524→ 6,310,481 total(indirect: By Personal Investment Vehicle)→ Class A Common Stock (36,524 underlying)
Footnotes (4)
- [F1]On February 11, 2026, 36,524 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.
Signature
/s/ Jennifer L. Chu, as attorney-in-fact (5)|2026-02-13