TPG insider filing: 92,181 partner units added; exchangeable for Class A shares

Rhea-AI Filing Summary

Jon Winkelried, who serves as a director, CEO and a 10% owner of TPG Inc., reported an automatic allocation of 92,181 additional TPG Partner Holdings, L.P. units on 08/08/2025. Those partnership units are exchangeable under TPG's Amended and Restated Exchange Agreement for cash or, at the issuer's election, one share of Class A common stock per unit, subject to conversion adjustments and transfer restrictions. The filing breaks the allocation into 62,780 units held directly, 19,605 units held indirectly through a personal investment vehicle, and 9,796 units held indirectly through a family trust, with corresponding reported beneficial ownership totals of 11,479,040 (direct), 4,002,649 (personal vehicle) and 2,000,097 (family trust). The reporting person disclaims ownership except to the extent of any pecuniary interest; Joann Harris signed the form as attorney-in-fact.

Insights

Financial Analyst

TL;DR: CEO received 92,181 TPH units that are exchangeable one-for-one into Class A shares, modestly increasing his economic stake.

The transaction is an automatic allocation of partnership units rather than an open-market purchase, so it reflects entitlement under partner-governance rules rather than a discretionary buy. The units convert one-for-one into Class A common stock or cash under the exchange agreement, preserving economic exposure with conversion timing and transfer restrictions. Reported post-transaction beneficial figures show meaningful existing holdings: 11.48 million shares direct and additional indirect holdings via investment and trust vehicles, which underscores continued concentrated insider exposure.

Corporate Governance Expert

TL;DR: Allocation increases CEO's partnership units; governance structure ties unit exchanges to Class A equity and cancels Class B voting shares.

The filing reiterates the structural mechanics of TPG's exchange arrangement: when partnership units are exchanged, corresponding common units and Class B common stock held by Group Holdings are exchanged or cancelled, and Class B shares carry ten votes but no economic rights. That mechanism affects the balance between economic ownership and voting power when conversions occur. The reporting person also disclaims beneficial ownership beyond pecuniary interest, and the filing was executed via power of attorney, indicating routine procedural handling.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

WINKELRIED JON

(Last) (First) (Middle)

301 COMMERCE STREET, SUITE 3300

(Street)

FORT WORTH TX 76102

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TPG Inc. [ TPG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/08/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
TPG Partner Holdings, L.P. Units	(2)	08/08/2025		A(1)		62,780		(2)	(2)	Class A Common Stock(2)	62,780	$0	11,479,040	D
TPG Partner Holdings, L.P. Units	(2)	08/08/2025		A(1)		19,605		(2)	(2)	Class A Common Stock(2)	19,605	$0	4,002,649	I	By Personal Investment Vehicle(3)(4)
TPG Partner Holdings, L.P. Units	(2)	08/08/2025		A(1)		9,796		(2)	(2)	Class A Common Stock(2)	9,796	$0	2,000,097	I	By Family Trust(3)(4)

Explanation of Responses:

1. On August 8, 2025, 92,181 additional units ("TPH Units") of TPG Partner Holdings, L.P. ("Partner Holdings") were allocated automatically to the Reporting Person in accordance with Partner Holdings' limited partnership agreement upon their forfeiture by a former partner of Partner Holdings.

2. 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.

3. 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.

4. 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.

Remarks:

(5) Joann Harris is signing on behalf of Mr. Winkelried pursuant to the power of attorney dated December 29, 2021, which was previously filed with the Commission.

	/s/ Joann Harris, as attorney-in-fact (5)	08/12/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What did Jon Winkelried report on Form 4 for TPG (TPG)?

The filing reports an automatic allocation of 92,181 TPG Partner Holdings, L.P. units to Jon Winkelried on 08/08/2025.

How were the 92,181 TPH units allocated among holdings?

The allocation is shown as 62,780 units directly held, 19,605 units by a personal investment vehicle, and 9,796 units by a family trust.

Can TPH units be converted to TPG common stock?

Yes. Under the Amended and Restated Exchange Agreement, TPH Units are exchangeable one-for-one for cash or, at the issuer's election, shares of Class A common stock, subject to adjustments and restrictions.

What were the reported beneficial ownership totals following the transaction?

The filing shows post-transaction beneficial ownership of 11,479,040 shares (direct), 4,002,649 (personal investment vehicle indirect), and 2,000,097 (family trust indirect).

Who signed the Form 4 on behalf of Jon Winkelried?

Joann Harris signed the form as attorney-in-fact for Mr. Winkelried pursuant to a previously filed power of attorney.