TPG Private Equity Opportunities L.P. Files 8-K

TL;DR

TPG Private Equity Opportunities L.P. filed an 8-K on 12/18/25 for unregistered equity sales.

AI Summary

TPG Private Equity Opportunities, L.P. filed an 8-K on December 18, 2025, reporting on unregistered sales of equity securities and other events. The filing details the company's incorporation in Delaware and provides contact information for its principal executive offices in Fort Worth, Texas.

Why It Matters

This filing indicates potential unregistered sales of equity securities, which could impact the company's capital structure and regulatory compliance.

Risk Assessment

Risk Level: medium — Unregistered sales of equity securities can carry regulatory risks and may indicate a need for capital or a change in financial strategy.

Key Numbers

• 000-56717 — SEC File Number (Identifies the company's filing with the SEC.)
• 99-4755034 — I.R.S. Employer Identification Number (Company's tax identification number.)

Key Players & Entities

• TPG Private Equity Opportunities, L.P. (company) — Registrant
• Delaware (jurisdiction) — State of incorporation
• Fort Worth, TX (location) — Principal executive offices
• December 18, 2025 (date) — Date of report

FAQ

Key Financial Figures

• $81.4 million — offering for aggregate consideration of $81.4 million. The following table details the Units
• $113.1 million — ggregate consideration of approximately $113.1 million. Item 8.01 - Other Events. Transacti
• $813,410 — Investment in the Aggregator (cost of $813,410) $ 908,836 Other Assets 114 Accrued

Filing Documents

• tpop-20251218.htm (8-K) — 52KB
• 0002050260-25-000098.txt ( ) — 162KB
• tpop-20251218.xsd (EX-101.SCH) — 2KB
• tpop-20251218_lab.xml (EX-101.LAB) — 20KB
• tpop-20251218_pre.xml (EX-101.PRE) — 12KB
• tpop-20251218_htm.xml (XML) — 3KB

02 - Unregistered Sales of Equity Securities

Item 3.02 - Unregistered Sales of Equity Securities. On December 1, 2025, TPG Private Equity Opportunities, L.P., a Delaware limited partnership (the "Fund" or "T-POP"), sold unregistered limited partnership units (the "Units") of the Fund as part of its continuous private offering for aggregate consideration of $81.4 million. The following table details the Units sold: Class Number of Units Sold Aggregate Consideration Class R-I 1,474,816 $ 42,904,980 Class R-S 1,328,984 $ 38,495,000 The offer and sale of the Units were made as part of the Fund's continuous private offering and were exempt from the registration provisions of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) and Regulation D thereunder. Units were sold to third-party investors, including through TPG Private Equity Opportunities (TE), L.P. ("Feeder TE"), a Delaware limited partnership, for certain investors with particular tax characteristics, such as tax-exempt investors and non-U.S. investors, and that invests all or substantially all of its assets indirectly in the Fund's Class R-I Units. Feeder TE issued to third party investors 773,364 of Class R-S_TE and 338,938 of Class R-I_TE, which are included in the Class R-I Units presented in the table above. The Fund, alongside certain parallel investment entities, invest substantially all of their assets in T-POP US Aggregator (CYM), L.P. (the "Aggregator", and collectively with the Fund, Feeder TE and such parallel investment entities, the "T-POP Fund Complex"). On December 1, 2025, the T-POP Fund Complex (inclusive of the Fund) issued interests for aggregate consideration of approximately $113.1 million.

01 - Other Events

Item 8.01 - Other Events. Transactional Net Asset Value The Fund calculates the transactional net asset value ("Transactional NAV") for purposes of establishing the price at which transactions in the respective Units are made. A description of the Fund's valuation process was included under "Calculation of Net Asset Value" within Item 9. Market Price of and Dividends on the Registrant's Common Equity and Related Limited Partner Matters of the Fund's Amendment No. 1 to the Registration Statement on Form 10, filed with the Securities and Exchange Commission on February 19, 2025. Transactional NAV is based on the month-end values of the Fund's investments and other assets and the deduction of any respective liabilities, including certain fees and expenses, in all cases as determined in accordance with the valuation policy that has been approved by the Fund's board of directors. Organizational and offering expenses advanced on the Fund's behalf by its investment manager will be recognized as a reduction to Transactional NAV ratably over 60 months beginning in June 2026, and servicing fees, as applicable, are recognized as a reduction to Transactional NAV on a monthly basis as such fees are accrued. Certain contingent tax liabilities may not be recognized as a reduction to Transactional NAV if the Fund's general partner reasonably expects such liabilities will not be recognized upon divestment of the underlying investment. Transactional NAV per Unit may differ from the Fund's net asset value as determined in accordance with accounting principles generally accepted in the United States of America ("GAAP"). The following table provides a breakdown of the major components of the Fund's Transactional Net Asset Value as of November 30, 2025 ($ in thousands): Components of T-POP's Transactional Net Asset Value November 30, 2025 Investment in the Aggregator (cost of $813,410) $ 908,836 Other Assets 114 Accrued Performance Participation Allocation (11,392) Servicing Fe

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View this 8-K filing on SEC EDGAR