Sisitsky Todd Benjamin 4
4 · TPG Inc. · Filed Feb 13, 2026
Research Summary
AI-generated summary of this filing
TPG President Todd Sisitsky Receives 63,719-Unit Award
What Happened
Todd Sisitsky, President and a director of TPG Inc., was allocated a total of 63,719 TPH units (derivative awards) on February 11, 2026. The Form 4 shows two award line items: 57,959 units and 5,760 units, each reported at $0.00 (award/automatic acquisition). The allocation occurred automatically upon forfeiture of units by a former partner of TPG Partner Holdings, L.P., so this was an administrative award rather than an open‑market purchase.
Key Details
- Transaction date: February 11, 2026; Form 4 filed February 13, 2026 (filed on time).
- Items reported: 57,959 units @ $0.00 (A) and 5,760 units @ $0.00 (A) — total 63,719 TPH Units (derivative).
- Shares/units owned after transaction: Not specified in this filing.
- Notable footnotes:
- F1: Allocation was automatic due to forfeiture by a former partner.
- F2: TPH Units are exchangeable one‑for‑one (subject to adjustments and restrictions) for cash or, at TPG’s election, shares of Class A common stock; related common units and Class B shares are adjusted/cancelled as described.
- F3–F4: Disclaimers that Sisitsky may be deemed to beneficially own only to the extent of his pecuniary interest; filing not an admission of broader beneficial ownership.
- Remarks: Form signed on Sisitsky’s behalf by Jennifer Chu under a power of attorney dated Aug 16, 2025.
Context
These are derivative unit awards in TPG Partner Holdings, not an open‑market buy or sell. Because the units are exchangeable for cash or Class A shares, their economic value depends on future exchange and conversion mechanics; the allocation here was automatic (forfeiture reallocation), so it’s primarily an administrative equity grant rather than a trading signal.
Insider Transaction Report
- Award
TPG Partner Holdings, L.P. Units
[F2][F1][F3][F4]2026-02-11+57,959→ 10,378,243 total(indirect: By Personal Investment Vehicle)→ Class A Common Stock (57,959 underlying) - Award
TPG Partner Holdings, L.P. Units
[F2][F1][F3][F4]2026-02-11+5,760→ 478,688 total(indirect: By Trust)→ Class A Common Stock (5,760 underlying)
Footnotes (4)
- [F1]On February 11, 2026, 63,719 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.