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TPG Inc. (TPG) Executive Chair awarded 3,577 TPG Partner Holdings units

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

Rhea-AI Filing Summary

TPG Inc. disclosed that Executive Chairman and 10% owner James G. Coulter indirectly acquired 3,577 TPG Partner Holdings, L.P. Units on August 5, 2026, at $0, automatically allocated to his personal investment vehicles after a former partner forfeited units. These units are exchangeable 1-for-1 into cash or Class A common stock, and associated entities now indirectly hold 35,644,619 units, which he may be deemed to beneficially own only to the extent of his pecuniary interest; related Class B shares carry ten votes per share but no economic rights and are cancelled upon exchange.

Positive

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Negative

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Insider COULTER JAMES G
Role Executive Chairman
Type Security Shares Price Value
Grant/Award TPG Partner Holdings, L.P. Units F2, F1, F3, F4 3,577 $0.00 $0.00
Holdings After Transaction: TPG Partner Holdings, L.P. Units — 35,644,619 shares (Indirect, By Personal Investment Vehicles)
Footnotes (4)
  1. F1. On August 5, 2026, 3,577 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 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. 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 3,577 units Additional TPG Partner Holdings, L.P. Units automatically allocated on August 5, 2026
Indirect TPH Units after transaction 35,644,619 units Total TPG Partner Holdings, L.P. Units indirectly held following the August 5, 2026 allocation
Transaction price per unit $0.0000 per unit Reported acquisition price for 3,577 TPG Partner Holdings, L.P. Units
Underlying Class A shares 3,577 shares Class A common stock potentially issuable upon exchange of the acquired TPH Units on a one-for-one basis
Class B common stock voting rights 10 votes per share Each share of Class B common stock carries voting rights but no economic rights
TPH Unit exchange ratio 1-for-1 Each TPH Unit exchangeable for cash or one share of Class A common stock, at the issuers election
TPG Partner Holdings, L.P. Units financial
"3,577 additional units of TPG Partner Holdings, L.P. were allocated automatically"
Amended and Restated Exchange Agreement regulatory
"Pursuant to the Amended and Restated Exchange Agreement filed by TPG Inc."
beneficial ownership financial
"the Reporting Person may be deemed to beneficially own these securities"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
pecuniary interest financial
"except to the extent of the Reporting Person's pecuniary interest therein"
Rule 16a-1(a)(4) regulatory
"Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934"

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Form 4 Insider Transactions: What Each Field Means →

FAQ

What transaction did James G. Coulter report in TPG (TPG) on this Form 4?
James G. Coulter, Executive Chairman and 10% owner of TPG Inc., indirectly acquired 3,577 TPG Partner Holdings, L.P. Units on August 5, 2026, at $0. The units were automatically allocated to entities associated with him after forfeiture by a former partner under the partnership agreement.

How are the reported TPG Partner Holdings, L.P. Units for TPG (TPG) exchangeable?
Under an Amended and Restated Exchange Agreement, each TPG Partner Holdings, L.P. Unit is ultimately exchangeable for cash or, at the issuers election, one share of Class A common stock, subject to customary adjustment and transfer restrictions, while related Class B shares are cancelled for no consideration.

How many TPG Partner Holdings units does James G. Coulter hold after this TPG (TPG) transaction?
Following the August 5, 2026 automatic allocation, entities associated with James G. Coulter indirectly hold 35,644,619 TPG Partner Holdings, L.P. Units. He may be deemed to beneficially own these securities only to the extent of his direct or indirect pecuniary interest in those entities profits or distributions.

What is the nature of ownership for the reported TPG (TPG) units?
The reported 3,577 TPG Partner Holdings, L.P. Units are held indirectly, coded as by personal investment vehicles. Because of these relationships, Coulter may be deemed to beneficially own the securities, but he disclaims beneficial ownership beyond his direct or indirect pecuniary interest, if any.

Was the reported TPG (TPG) insider transaction under a Rule 10b5-1 plan?
The Rule 10b5-1 checkbox is not marked as affirming a trading plan for this Form 4, and the footnotes describe an automatic allocation after a partner forfeiture. Together, these disclosures indicate the reported TPG transaction was not executed under a Rule 10b5-1 trading plan.
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*
COULTER JAMES G
(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)
XDirectorX10% Owner
XOfficer (give title below)Other (specify below)
Executive Chairman
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)3,577 (2) (2)Class A Common Stock(2)3,577$035,644,619IBy Personal Investment Vehicles(3)(4)
Explanation of Responses:
1. On August 5, 2026, 3,577 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) Jennifer Chu is signing on behalf of Mr. Coulter 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