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TPG Inc. (NASDAQ: TPG) director granted 620 Partner Holdings units

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Rhodes Jeffrey K. reported acquisition or exercise transactions in this Form 4 filing.

TPG Inc. director Jeffrey K. Rhodes reported an automatic allocation of 620 TPG Partner Holdings, L.P. units on August 5, 2026, following forfeiture by a former partner. These units are held indirectly through a personal investment vehicle, bringing that entity’s holdings to 6,311,101 units and remaining subject to existing exchange features.

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Insider Rhodes Jeffrey K.
Role Director
Type Security Shares Price Value
Grant/Award TPG Partner Holdings, L.P. Units F2, F1, F3, F4 620 $0.00 $0.00
Holdings After Transaction: TPG Partner Holdings, L.P. Units — 6,311,101 shares (Indirect, By Personal Investment Vehicle)
Footnotes (4)
  1. F1. On August 5, 2026, 620 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. F2. 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. F3. Because of the relationship between the Reporting Person and the entity 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. F4. 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.
TPH Units acquired 620 units Automatic allocation on August 5, 2026 after forfeiture by a former partner
Indirect TPH Units after transaction 6,311,101 units Units held indirectly through a personal investment vehicle following the allocation
Exchange ratio 1 TPH Unit for 1 share of Class A common stock or cash Per Amended and Restated Exchange Agreement filed November 2, 2023
Class B common stock voting rights 10 votes per share Each Class B share has 10 votes and no economic rights
Transaction price per unit $0.00 per unit Reported grant or allocation price for 620 TPH Units
TPG Partner Holdings, L.P. Units financial
"On August 5, 2026, 620 additional units of TPG Partner Holdings, L.P. were allocated"
Amended and Restated Exchange Agreement regulatory
"Pursuant to the Amended and Restated Exchange Agreement filed by TPG Inc."
pecuniary interest financial
"beneficially own these securities to the extent of the greater of the Reporting Person's direct or indirect pecuniary interest"
Rule 16a-1(a)(4) regulatory
"Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934"
Class B common stock financial
"an equal number of shares of Class B common stock of the Issuer will be automatically cancelled"
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.

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Form 4 Insider Transactions: What Each Field Means →

FAQ

What insider transaction did TPG (TPG) director Jeffrey K. Rhodes report?
Jeffrey K. Rhodes reported an automatic allocation of 620 TPG Partner Holdings, L.P. units on August 5, 2026. The allocation arose from units forfeited by a former partner and was reported as indirectly held through a personal investment vehicle.

How many TPG Partner Holdings units does the entity associated with Jeffrey K. Rhodes hold after this Form 4?
Following the allocation, the entity associated with Jeffrey K. Rhodes holds 6,311,101 TPG Partner Holdings, L.P. units indirectly. Rhodes may be deemed to beneficially own only to the extent of his pecuniary interest, which he expressly disclaims beyond that.

What are TPG Partner Holdings units and how can they affect TPG (TPG) Class A common stock?
TPG Partner Holdings units are ultimately exchangeable one-for-one for cash or, at TPG’s election, shares of Class A common stock. Each exchange also triggers a corresponding exchange of TPG Operating Group II units and cancellation of an equal number of Class B shares.

How are voting rights structured for Class B common stock mentioned in the TPG (TPG) filing?
Each share of Class B common stock carries ten votes per share but no economic rights. When TPG Partner Holdings units are exchanged, an equal number of Class B shares held by a related entity are automatically cancelled for no additional consideration.

Does the TPG (TPG) Form 4 state that the transaction was under a Rule 10b5-1 trading plan?
The document-level Rule 10b5-1 checkbox is not checked, and the footnotes do not describe a trading plan. The reported allocation instead occurred automatically under the partnership agreement after a former partner’s forfeiture.

How does Jeffrey K. Rhodes describe his beneficial ownership of the reported TPG securities?
The filing states that Rhodes may be deemed to beneficially own the securities only to the extent of his pecuniary interest. He disclaims beneficial ownership of any equity securities in excess of that pecuniary interest, consistent with Rule 16a-1(a)(4).
SEC Form 4
FORM 4UNITED 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
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
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*
Rhodes Jeffrey K.
(Last)(First)(Middle)
301 COMMERCE STREET
SUITE 3300
(Street)
FORT WORTH TEXAS 76102
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
TPG Inc. [ TPG ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/05/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
TPG Partner Holdings, L.P. Units(2)08/05/2026A(1)620 (2) (2)Class A Common Stock(2)620$06,311,101IBy Personal Investment Vehicle(3)(4)
Explanation of Responses:
1. On August 5, 2026, 620 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 entity 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) Jennifer Chu is signing on behalf of Mr. Rhodes pursuant to the power of attorney dated August 16, 2025, which was previously filed with the Commission.
/s/ Jennifer L. Chu, as attorney-in-fact(5)08/07/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR