[Form 4] TPG Inc. Insider Trading Activity

Rhea-AI Filing Summary

TPG Inc. Form 4: Director Davis Kelvin L. was allocated 65,985 additional TPG Partner Holdings, L.P. units (TPH Units) that were automatically reallocated following forfeiture by a former partner. TPH Units are exchangeable by contract for cash or, at the issuer's election, for shares of the issuer's Class A common stock on a one-for-one basis, subject to customary adjustments and transfer restrictions.

The filing reports that, following the allocation, the reporting person is shown as having indirect beneficial ownership of 11,755,596 shares of Class A common stock through personal investment vehicles. The report notes the reporting person disclaims beneficial ownership except to the extent of any pecuniary interest, and the form is signed by an attorney-in-fact on the reporting person's behalf.

Positive

• 65,985 TPH Units allocated to the reporting person, increasing their economic stake in issuer-linked units
• TPH Units are exchangeable 1-for-1 for cash or Class A common stock per the issuer's exchange agreement, providing clear conversion mechanics
• Reported indirect beneficial ownership of 11,755,596 Class A shares following the allocation, clearly disclosed as held via personal investment vehicles
• Filing includes ownership disclaimers and Rule 16a-1 compliance, and the report was executed by an attorney-in-fact, indicating procedural completeness

Negative

• None.

Insights

Securities Analyst

TL;DR Director received 65,985 TPH Units; these are exchangeable for Class A shares or cash and increase reported indirect holdings materially.

The allocation of 65,985 TPH Units was automatic upon forfeiture by a former partner, increasing the reporting person's indirect reported economic exposure to the issuer. Under the exchange agreement disclosed in the filing, each TPH Unit can convert on a one-for-one basis into cash or a share of Class A common stock at the issuer's election, meaning these units represent potential incremental Class A economic interest if exchanged for stock. The filing transparently discloses the nature of indirect ownership and includes the reporting person's disclaimer limiting beneficial ownership to pecuniary interest.

Corporate Governance Expert

TL;DR Allocation affects ownership mix and references automatic cancellation mechanics for related Class B shares on exchange.

The filing explains that when TPH Units are exchanged for the exchange consideration, an equal number of Class B common shares held by a related holder are to be cancelled for no additional consideration. Because Class B shares carry enhanced voting rights (ten votes per share) but no economic rights, the described exchange-and-cancellation mechanism is a governance-relevant feature disclosed in the filing. The report also documents that the reported ownership is held indirectly via personal investment vehicles, and includes the formal Rule 16a-1 disclaimer on beneficial ownership scope.

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

OMB APPROVAL

OMB Number:			3235-0287
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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^*

Davis Kelvin L.

(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		10% Owner
	Officer (give title below)		Other (specify below)

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)		65,985		(2)	(2)	Class A Common Stock(2)	65,985	$0	11,755,596	I	By Personal Investment Vehicles(3)(4)

Explanation of Responses:

1. On August 8, 2025, 65,985 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. Davis pursuant to the power of attorney dated December 30, 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.
* 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.

FAQ

What did TPG insider Davis (TPG) receive in this Form 4 filing?

The filing shows 65,985 TPH Units were allocated to Davis Kelvin L. as a result of forfeiture by a former partner.

Are TPH Units convertible into TPG (TPG) stock?

Yes. The filing states TPH Units are exchangeable for cash or Class A common stock on a one-for-one basis, subject to customary adjustments and transfer restrictions.

How many Class A shares does the filing report after the transaction?

Following the allocation, the reporting person is shown as indirectly beneficially owning 11,755,596 Class A shares through personal investment vehicles.

Was the transaction an acquisition, sale, or allocation?

The filing describes an automatic allocation of units upon forfeiture by a former partner; it is not reported as a sale.

Does the reporting person claim full beneficial ownership of these securities?

No. The reporting person disclaims beneficial ownership except to the extent of any pecuniary interest, per the filing and Rule 16a-1 language.