WINKELRIED JON 4
4 · TPG Inc. · Filed Feb 13, 2026
Research Summary
AI-generated summary of this filing
TPG CEO Jon Winkelried Receives 98,894-Unit Award
What Happened
- Jon Winkelried, CEO of TPG Inc. (TPG), was granted a total of 98,894 derivative units of TPG Partner Holdings, L.P. on February 11, 2026. The Form 4 reports three award line items: 67,353 units, 21,032 units and 10,509 units, each recorded at $0.00 (transaction code A — award/grant).
- These are partnership units (derivative interests) rather than direct shares of TPG Class A common stock; the filing shows no cash paid for these units.
Key Details
- Transaction date: February 11, 2026; Form 4 filed February 13, 2026 (timely filing).
- Reported items: 67,353 units @ $0.00; 21,032 units @ $0.00; 10,509 units @ $0.00 — total 98,894 units.
- Shares/units owned after transaction: Not specified in the provided filing excerpt.
- Notable footnotes:
- F1: Units were automatically allocated following forfeiture by a former partner of Partner Holdings.
- F2: Under an exchange agreement, these TPH Units are exchangeable one-for-one for cash or, at TPG’s election, Class A common stock (subject to adjustments and transfer restrictions). Exchange of units also triggers related common unit exchanges and cancellation of Class B shares (Class B has voting but no economic rights).
- F3/F4: The reporting person may be deemed to beneficially own these securities only to the extent of any pecuniary interest and disclaims ownership beyond that.
- Remarks: Filing signed by Jennifer Chu under power of attorney for Mr. Winkelried.
Context
- These were awarded partnership units (derivative securities), not an open‑market purchase or sale of Class A shares. Such awards can be administrative (e.g., reallocation on forfeiture) and do not necessarily indicate a personal purchase decision.
- Because the units are exchangeable into cash or Class A shares under the exchange agreement, their eventual economic value will depend on TPG’s election and customary conversion mechanics.
Insider Transaction Report
Form 4
TPG Inc.TPG
WINKELRIED JON
DirectorChief Executive Officer10% Owner
Transactions
- Award
TPG Partner Holdings, L.P. Units
[F2][F1]2026-02-11+67,353→ 11,551,142 total→ Class A Common Stock (67,353 underlying) - Award
TPG Partner Holdings, L.P. Units
[F2][F1][F3][F4]2026-02-11+21,032→ 4,025,168 total(indirect: By Personal Investment Vehicle)→ Class A Common Stock (21,032 underlying) - Award
TPG Partner Holdings, L.P. Units
[F2][F1][F3][F4]2026-02-11+10,509→ 2,011,349 total(indirect: By Trust)→ Class A Common Stock (10,509 underlying)
Footnotes (4)
- [F1]On February 11, 2026, 98,894 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.
Signature
/s/ Jennifer L. Chu, as attorney-in-fact (5)|2026-02-13