BETA Technologies, Inc. received a large shareholder disclosure showing that investment entities affiliated with TPG report beneficial ownership of 16,395,435 shares of its Class A common stock. This stake represents 7.4% of the Class A shares outstanding.
The ownership is held directly by TPG Rise Belfry, L.P., with TPG GP A, LLC, and individuals James G. Coulter and Jon Winkelried reported as beneficial owners through a chain of control entities, although Messrs. Coulter and Winkelried disclaim beneficial ownership except for any pecuniary interest. The percentage is based on 220,528,649 Class A shares outstanding as of December 1, 2025.
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Insights
TPG-affiliated entities report a 7.4% passive stake in BETA Technologies.
The filing shows TPG Rise Belfry, L.P. directly holds 16,395,435 shares of BETA Technologies Class A common stock. Through a chain of general partners and holding companies, TPG GP A, LLC and its controllers may be deemed beneficial owners of this position.
The reported stake equals 7.4% of 220,528,649 Class A shares outstanding as of December 1, 2025. This is a Schedule 13G, which typically indicates a passive ownership posture rather than an activist intent, based on regulatory definitions.
Control relationships are detailed, and Messrs. Coulter and Winkelried expressly disclaim beneficial ownership beyond any pecuniary interest. Future changes in this stake or a shift from a 13G to a 13D would appear in subsequent beneficial ownership reports if they occur.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
BETA Technologies, Inc.
(Name of Issuer)
Class A Common Stock, par value $0.0001
(Title of Class of Securities)
086921103
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
086921103
1
Names of Reporting Persons
TPG GP A, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
16,395,435.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
16,395,435.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
16,395,435.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.4 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The percentage beneficial ownership in Row 11 above is based on a total of 220,528,649 shares of Class A Common Stock (as defined below) outstanding as of December 1, 2025, as reported on the Issuer's (as defined below) Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the "Commission") on December 4, 2025.
SCHEDULE 13G
CUSIP No.
086921103
1
Names of Reporting Persons
COULTER, JAMES G
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
16,395,435.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
16,395,435.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
16,395,435.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.4 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: The percentage beneficial ownership in Row 11 above is based on a total of 220,528,649 shares of Class A Common Stock outstanding as of December 1, 2025, as reported on the Issuer's Quarterly Report on Form 10-Q filed with the Commission on December 4, 2025.
SCHEDULE 13G
CUSIP No.
086921103
1
Names of Reporting Persons
WINKELRIED JON
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
16,395,435.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
16,395,435.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
16,395,435.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.4 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: The percentage beneficial ownership in Row 11 above is based on a total of 220,528,649 shares of Class A Common Stock outstanding as of December 1, 2025, as reported on the Issuer's Quarterly Report on Form 10-Q filed with the Commission on December 4, 2025.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
BETA Technologies, Inc.
(b)
Address of issuer's principal executive offices:
1150 Airport Drive, South Burlington, VT 05403
Item 2.
(a)
Name of person filing:
This Schedule 13G is being filed jointly by TPG GP A, LLC, a Delaware limited liability company ("TPG GP A"), James G. Coulter and Jon Winkelried (each, a "Reporting Person" and, together, the "Reporting Persons"), pursuant to an Agreement of Joint Filing incorporated by reference herein in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the "Act").
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 TPG Holdings I-A, LLC, a Delaware limited liability company, which is the general partner of TPG Operating Group I, L.P., a Delaware limited partnership, which is the sole member of TPG Rise Climate GenPar Advisors, LLC, a Delaware limited liability company, which is the general partner of TPG Rise Climate GenPar, L.P., a Delaware limited partnership, which is the sole member of TPG Rise Climate SPV GP, LLC, a Delaware limited liability company, which is the general partner of TPG Rise Belfry, L.P., a Delaware limited partnership ("TPG Rise Belfry"), which directly holds 16,395,435 shares of Class A Common Stock ("Class A Common Stock") of BETA Technologies, Inc. (the "Issuer").
Because of the relationship of TPG GP A to TPG Rise Belfry, TPG GP A may be deemed to beneficially own the shares of Class A Common Stock held by TPG Rise Belfry. TPG GP A is controlled by entities owned by Messrs. Coulter and Winkelried. Because of the relationship of Messrs. Coulter and Winkelried to TPG GP A, each of Messrs. Coulter and Winkelried may be deemed to beneficially own the shares of Class A Common Stock held by TPG Rise Belfry. Messrs. Coulter and Winkelried disclaim beneficial ownership of the securities held by TPG Rise Belfry except to the extent of their pecuniary interest therein.
(b)
Address or principal business office or, if none, residence:
The principal business address of each of the Reporting Persons is as follows:
c/o TPG Inc.
301 Commerce Street, Suite 3300
Fort Worth, Texas 76102
(c)
Citizenship:
See response to Item 4 of each of the cover pages.
(d)
Title of class of securities:
Class A Common Stock, par value $0.0001
(e)
CUSIP No.:
086921103
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
See responses to Item 9 on each cover page.
(b)
Percent of class:
See responses to Item 11 on each cover page.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See responses to Item 5 on each cover page.
(ii) Shared power to vote or to direct the vote:
See responses to Item 6 on each cover page.
(iii) Sole power to dispose or to direct the disposition of:
See responses to Item 7 on each cover page.
(iv) Shared power to dispose or to direct the disposition of:
See responses to Item 8 on each cover page.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See response to Item 2(a) above.
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
Not Applicable
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.
TPG GP A, LLC
Signature:
/s/ Martin Davidson
Name/Title:
Martin Davidson / Chief Accounting Officer
Date:
02/13/2026
COULTER, JAMES G
Signature:
/s/ Gerald Neugebauer
Name/Title:
Gerald Neugebauer, on behalf of James G. Coulter (1)
Date:
02/13/2026
WINKELRIED JON
Signature:
/s/ Gerald Neugebauer
Name/Title:
Gerald Neugebauer, on behalf of Jon Winkelried (2)
Date:
02/13/2026
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).
Exhibit Information
Exhibit 1 - Agreement of Joint Filing as required by Rule 13d-1(k)(1) under the Act.*
_______________
* Incorporated herein by reference to the Agreement of Joint Filing by TPG Group Holdings (SBS) Advisors, Inc., TPG GP A, LLC, TPG Advisors VII, Inc., TPG Advisors VI, Inc., TPG Advisors VI-AIV, Inc., TPG Asia Advisors VI, Inc., David Bonderman, James G. Coulter, Jon Winkelried and Karl Peterson dated as of January 18, 2022, which was previously filed with the Commission as Exhibit 1 to Amendment No. 4 to Schedule 13D filed by TPG GP A, LLC, David Bonderman, James G. Coulter and Jon Winkelried on January 18, 2022 with respect to the shares of common stock of Allogene Therapeutics, Inc.
What stake in BETA (BETA) do TPG-affiliated entities report on this Schedule 13G?
TPG-affiliated entities report beneficial ownership of 16,395,435 shares of BETA Technologies Class A common stock. This position represents 7.4% of the Class A shares outstanding, based on 220,528,649 shares reported as of December 1, 2025 in BETA’s Form 10-Q.
Who are the reporting persons on the BETA (BETA) Schedule 13G filing?
The reporting persons are TPG GP A, LLC, James G. Coulter, and Jon Winkelried. They report beneficial ownership through a chain of controlled entities that leads to TPG Rise Belfry, L.P., which directly holds the 16,395,435 Class A shares of BETA Technologies, Inc.
How is the 7.4% ownership in BETA (BETA) calculated in this Schedule 13G?
The 7.4% figure is calculated using 220,528,649 BETA Technologies Class A shares outstanding as of December 1, 2025. That share count comes from the company’s Form 10-Q filed on December 4, 2025, and serves as the denominator for the reported beneficial ownership percentage.
Which entity directly holds BETA (BETA) shares reported in the Schedule 13G?
The filing states that TPG Rise Belfry, L.P. directly holds 16,395,435 BETA Technologies Class A common shares. TPG GP A, LLC exercises control over intermediate entities that ultimately control TPG Rise Belfry, and may therefore be deemed a beneficial owner of these shares under SEC rules.
Do James G. Coulter and Jon Winkelried claim full beneficial ownership of BETA (BETA) shares?
James G. Coulter and Jon Winkelried may be deemed beneficial owners through their control of TPG GP A, LLC, but they each disclaim beneficial ownership of the securities held by TPG Rise Belfry, L.P. except to the extent of their pecuniary interest, according to the language in the Schedule 13G.
What type of securities are covered in this BETA (BETA) Schedule 13G filing?
The Schedule 13G covers BETA Technologies, Inc. Class A Common Stock with a par value of $0.0001 per share. The CUSIP number for this class is 086921103, and the filing reports beneficial ownership of 16,395,435 shares of this specific security class.
