ANGELO GORDON & CO., L.P. 4
4 · TPG Twin Brook Capital Income Fund · Filed Feb 2, 2026
Research Summary
AI-generated summary of this filing
TPG Twin Brook Capital Income Fund 10% Owner Buys $10M Shares
What Happened
TPG GP A, LLC (reported as a 10% owner) acquired 396,912.024 common shares of TPG Twin Brook Capital Income Fund on January 29, 2026. The shares were bought at $25.19 per share for an aggregate purchase price of $10,000,000. This was a purchase (P) reported on Form 4, which is typically seen as a direct investment rather than a sale.
Key Details
- Transaction date and price: 2026-01-29 at $25.19 per share (open market or private purchase, code P).
- Total purchased: 396,912.024 shares for $10,000,000.
- Shares owned after transaction: Not explicitly stated in the filing for TPG GP A; filing includes footnotes describing related entities’ holdings (see below).
- Filing date/timeliness: Form 4 filed 2026-02-02. This filing appears timely under Section 16 reporting rules (filed within the required business-day window).
- Notable footnotes: reporting persons include TPG GP A and related parties tied to Angelo, Gordon & Co., L.P.; Angelo Gordon and BDC Holdings hold significant Common Shares and the filing disclaims direct beneficial ownership except to the extent of pecuniary interest (see F1–F5).
- Joint filing and signature: The Form 4 is jointly filed pursuant to Rule 16a-3(j); Gerald Neugebauer signed on behalf of Messrs. Coulter and Winkelried under prior authorization.
Context
This transaction was an institutional purchase by a 10% owner entity (not an individual officer). Footnotes describe a complex ownership/management relationship involving TPG GP A, Angelo Gordon, and BDC Holdings; those relationships can create deemed beneficial ownership limited to pecuniary interests, per the filing. The purchase increases the reporting persons’ economic exposure but the filing disclaims broader beneficial ownership claims beyond pecuniary interests.
Insider Transaction Report
- Purchase
Common shares of beneficial interest, Class I
[F3][F1][F2][F4][F5]2026-01-29$25.19/sh+396,912.024$10,000,000→ 17,175,143.629 total(indirect: See Explanation of Responses)
- 161,736.426(indirect: See Explanation of Responses)
Common shares of beneficial interest, Class I
[F3][F1][F2][F4][F5]
Footnotes (5)
- [F1]Each of James G. Coulter and Jon Winkelried own entities that control TPG GP A, LLC ("TPG GP A"), which exercises direct or indirect control over entities that collectively hold 100% of the shares of Class B common stock (which represents a majority of the combined voting power of the common stock) of TPG Inc., which is the sole member of TPG GPCo, LLC, which is the sole member of TPG Holdings II-A, LLC, which is the general partner of TPG Operating Group II, L.P., which is the sole member of AG GP LLC ("AG GP"), which is the general partner of Angelo, Gordon & Co., L.P. ("Angelo Gordon" and, together with Messrs. Coulter and Winkelried, TPG GP A and AG GP, the "Reporting Persons").
- [F2]Angelo Gordon directly holds 161,736.426 Class I common shares of beneficial interest, par value $0.001 per share ("Common Shares"), of TPG Twin Brook Capital Income Fund (the "Issuer") and is the (i) sole member of AGTB BDC Holdings GP LLC, which is the general partner of AGTB BDC Holdings, L.P. ("BDC Holdings"), which directly holds 17,175,143.629 Common Shares; and (ii) investment advisor to BDC Holdings.
- [F3]Includes 198,650.728 Common Shares and 1,126.168 Common Shares directly held by BDC Holdings and Angelo Gordon, respectively, as a result of their participation in the Issuer's distribution reinvestment plan from time to time.
- [F4]Because of the relationship of the Reporting Persons to Angelo Gordon and BDC Holdings, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of Angelo Gordon and BDC Holdings. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein, if any.
- [F5]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 Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.