Davis Kelvin L. 4
4 · TPG Inc. · Filed Jun 18, 2026
Research Summary
AI-generated summary of this filing
TPG Director Kelvin L. Davis Acquires 41,661 Units (Derivative)
What Happened
- Kelvin L. Davis, a director of TPG Inc. (TPG), acquired 41,661 units of TPG Partner Holdings, L.P. ("TPH Units") on June 16, 2026. The transaction is reported as an "other acquisition or disposition (J)" of a derivative interest at $42.48 per unit, for a total reported value of $1,769,759.
- This was an acquisition of a derivative interest (TPH Units), not a direct open-market purchase of TPG Inc. common stock.
Key Details
- Transaction date and price: June 16, 2026 — 41,661 TPH Units at $42.48 each; total $1,769,759. Report filed: June 18, 2026 (timely under Section 16).
- Securities acquired: TPH Units of TPG Partner Holdings, L.P. (derivative interest), not direct Class A shares.
- Shares/units owned after transaction: Not specified in the Form 4. The filing includes a disclaimer (F3/F4) that Davis disclaims beneficial ownership except to the extent of any pecuniary interest.
- Notable footnotes:
- F2 — Under TPG’s Amended and Restated Exchange Agreement, TPH Units are exchangeable one-for-one for cash or, at the issuer’s election, Class A common stock (subject to adjustments and transfer restrictions). Upon exchange, related common units and Class B shares held by related entities are adjusted/cancelled (Class B shares carry 10 votes but no economic rights).
- F1 — The units were transferred from a trust for which Davis was the grantor to Davis.
- Filing signed by Jennifer Chu under a power of attorney dated Aug 16, 2025 (per Remarks).
- Filing timeliness: Filed June 18, 2026 for a June 16 transaction — within the two-business-day window required for Form 4s.
Context
- This was a derivative/unit acquisition rather than a straight purchase of TPG common stock. TPH Units can be converted into cash or TPG Class A shares per the exchange agreement, so economic exposure may be similar to stock but conversion is subject to issuer election and restrictions.
- The filing includes customary disclaimers about beneficial ownership (the reporting person may be deemed to beneficially own only to the extent of pecuniary interest). No 10b5-1, tax-withholding, or sale details were indicated.
Insider Transaction Report
Form 4
TPG Inc.TPG
Davis Kelvin L.
Director
Transactions
- Other
TPG Partner Holdings, L.P. Units
[F2][F1]2026-06-16$42.48/sh+41,661$1,769,759→ 41,661 total→ Class A Common Stock (41,661 underlying)
Holdings
- 11,602,827(indirect: By Personal Investment Vehicles)
TPG Partner Holdings, L.P. Units
[F2][F3][F4]→ Class A Common Stock (11,602,827 underlying)
Footnotes (4)
- [F1]On June 16, 2026, a trust for which the Reporting Person was the Grantor transferred to the Reporting Person 41,661 units ("TPH Units") of TPG Partner Holdings, L.P. ("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)|2026-06-18