TPG Form 4: 1,584 TPH Units added; total derivatives 3,409,782
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
TPG Inc. (TPG) director reported an acquisition of 1,584 TPG Partner Holdings, L.P. (TPH) Units on November 4, 2025 at a price of $0, allocated automatically following a former partner’s forfeiture under the partnership agreement.
TPH Units are ultimately exchangeable for cash or, at the company’s election, one-for-one into Class A common stock, subject to customary adjustments and transfer restrictions. After the reported transaction, 3,409,782 derivative securities were beneficially owned indirectly by personal investment vehicles.
Positive
- None.
Negative
- None.
Insider Trade Summary
1 transaction reported
Mixed
1 txn
Insider
Raj Nehal
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | TPG Partner Holdings, L.P. Units | 1,584 | $0.00 | -- |
Holdings After Transaction:
TPG Partner Holdings, L.P. Units — 3,409,782 shares (Indirect, By Personal Investment Vehicles)
Footnotes (1)
- On November 4, 2025, 1,584 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. Pursuant to the Amended and Restated Exchange Agreement filed by TPG Inc. (the "Issuer") with the Securities and Exchange 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. 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. 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.
FAQ
What did TPG (TPG) disclose in this Form 4?
A director acquired 1,584 TPG Partner Holdings, L.P. Units on 11/04/2025 at $0, allocated after a former partner’s forfeiture.
What are TPH Units exchangeable into for TPG (TPG)?
They are exchangeable for cash or, at the issuer’s election, Class A common stock on a one-for-one basis, subject to adjustments and transfer restrictions.
How many derivative securities were held after the transaction?
The filing reports 3,409,782 derivative securities beneficially owned indirectly by personal investment vehicles.
What was the transaction code and price?
Transaction code A (acquisition) at a price of $0.
What is the reporting person’s relationship to TPG (TPG)?
The reporting person is a Director.
What voting rights are tied to Class B common stock referenced?
Each share of Class B common stock carries ten votes per share and no economic rights; such shares are cancelled upon exchange mechanics described.