Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
|
TPG Twin Brook Capital Income Fund (Name of Issuer) |
Class I common shares of beneficial interest, par value $0.001 per share (Title of Class of Securities) |
00840T100 (CUSIP Number) |
Jennifer L. Chu TPG Inc., 301 Commerce Street, Suite 3300 Fort Worth, TX, 76102 (817) 871-4000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/29/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 00840T100 |
| 1 |
Name of reporting person
TPG GP A, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
17,336,880.05 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
18.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The percentage beneficial ownership set forth in response to Item 11 above is based on a total of 96,570,775.681 Common Shares (as defined below) outstanding as of the date of this report, as disclosed by the Issuer (as defined below) to the Reporting Persons (as defined below).
SCHEDULE 13D
|
| CUSIP No. | 00840T100 |
| 1 |
Name of reporting person
ANGELO GORDON & CO., L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 |
Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
17,336,880.05 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
18.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, PN |
Comment for Type of Reporting Person:
The percentage beneficial ownership set forth in response to Item 11 above is based on a total of 96,570,775.681 Common Shares outstanding as of the date of this report, as disclosed by the Issuer to the Reporting Persons.
SCHEDULE 13D
|
| CUSIP No. | 00840T100 |
| 1 |
Name of reporting person
AG GP LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
17,336,880.05 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
18.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC, OO |
Comment for Type of Reporting Person:
The percentage beneficial ownership set forth in response to Item 11 above is based on a total of 96,570,775.681 Common Shares outstanding as of the date of this report, as disclosed by the Issuer to the Reporting Persons.
SCHEDULE 13D
|
| CUSIP No. | 00840T100 |
| 1 |
Name of reporting person
COULTER, JAMES G | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
17,336,880.05 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
18.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The percentage beneficial ownership set forth in response to Item 11 above is based on a total of 96,570,775.681 Common Shares outstanding as of the date of this report, as disclosed by the Issuer to the Reporting Persons.
SCHEDULE 13D
|
| CUSIP No. | 00840T100 |
| 1 |
Name of reporting person
WINKELRIED JON | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
17,336,880.05 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
18.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The percentage beneficial ownership set forth in response to Item 11 above is based on a total of 96,570,775.681 Common Shares outstanding as of the date of this report, as disclosed by the Issuer to the Reporting Persons.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class I common shares of beneficial interest, par value $0.001 per share | |
| (b) | Name of Issuer:
TPG Twin Brook Capital Income Fund | |
| (c) | Address of Issuer's Principal Executive Offices:
245 Park Avenue, 26th Floor, New York,
NEW YORK
, 10167. | |
Item 1 Comment:
This Amendment No. 5 (the "Amendment") amends and supplements the Schedule 13D filed by the relevant Reporting Persons on January 9, 2023, as amended and supplemented by Amendment No. 1 filed on August 30, 2023, Amendment No. 2 filed on November 2, 2023, Amendment No. 3 filed on July 2, 2024, and Amendment No. 4 filed on December 30, 2025 (as so amended, the "Original Schedule 13D" and, as amended and supplemented by this Amendment, the "Schedule 13D"), with respect to the Common Shares of the Issuer. Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (a) |
This Amendment amends and restates the second paragraph of Item 2(a) of the Original Schedule 13D in its entirety as set forth below: "TPG GP A 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., a Delaware corporation, which is the sole member of TPG GPCo, LLC, a Delaware limited liability company, which is the sole member of TPG Holdings II-A, LLC, a Delaware limited liability company, which is the general partner of TPG Operating Group II, L.P., a Delaware limited partnership, which is the sole member of AG GP, which is the general partner of Angelo Gordon, which directly holds 161,736.426 Common Shares and is the (i) sole member of AGTB BDC Holdings GP LLC, a Delaware limited liability company, which is the general partner of AGTB BDC Holdings, L.P., a Cayman limited partnership ("BDC Holdings"), which directly holds 17,175,143.629 Common Shares; and (ii) investment advisor to BDC Holdings." | |
| Item 4. | Purpose of Transaction | |
Item 4 of the Original Schedule 13D is hereby amended to include the following: "Effective on January 2, 2026, BDC Holdings accepted a $10 million capital contribution from an investor for investment purposes. In connection with such capital contribution, BDC Holdings purchased additional Common Shares from the Issuer in its ongoing public offering. From time to time, to the extent BDC Holdings receives additional capital contributions, BDC Holdings may purchase additional Common Shares. In addition, each of Angelo Gordon and BDC Holdings may participate in the Issuer's distribution reinvestment plan (the "DRIP") from time to time. Each of Angelo Gordon and BDC Holdings directly holds 1,126.168 Common Shares and 198,650.728 Common Shares, respectively, received upon the reinvestment of distributions pursuant to the DRIP." | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | This Amendment amends and restates the second paragraph of Item 5(a)-(b) of the Original Schedule 13D in its entirety as set forth below: "The following sentence is based on a total of 96,570,775.681 Common Shares outstanding as of the date of this report, as disclosed by the Issuer to the Reporting Persons. Pursuant to Rule 13d-3 under the Act, the Reporting Persons may be deemed to beneficially own 17,336,880.055 Common Shares, which constitutes approximately 18.0% of the outstanding Common Shares." | |
| (b) | See response to Item 5(a) above. | |
| (c) | This Amendment amends Item 5(c) of the Original Schedule 13D to include the following: "Effective on January 2, 2026, BDC Holdings purchased 396,912.024 Common Shares at $25.1945 per Common Share (the "January 2026 Purchase Price"). The January 2026 Purchase Price was equal to the net asset value per Common Share as of December 31, 2025, as determined by the Issuer on January 29, 2026. In addition, BDC Holdings acquired an aggregate of 40,397.269 Common Shares in the past 60 days as a result of the DRIP. Except as otherwise reported herein and in the Amendment No. 4 to the Schedule 13D filed on December 30, 2025, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, without independent verification, any person named in Item 2 hereof, has effected any transaction in the Common Shares during the past 60 days." | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Comments accompanying signature:
(1) Gerald Neugebauer is signing on behalf of Mr. Coulter pursuant to an authorization and designation letter dated January 10, 2024, which was previously filed with the Commission as an exhibit to a Form 4 filed by Mr. Coulter on February 7, 2024 (SEC File No. 001-41617). (2) Gerald Neugebauer is signing on behalf of Mr. Winkelried pursuant to an authorization and designation letter dated January 10, 2024, which was previously filed with the Commission as an exhibit to a Form 4 filed by Mr. Winkelried on February 7, 2024 (SEC File No. 001-41617). |