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TPG Inc. (TPG) director gains 382 units, indirect stake 3.43M TPH

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

Rhea-AI Filing Summary

Raj Nehal reported acquisition or exercise transactions in this Form 4 filing.

TPG Inc. director Raj Nehal reported an automatic allocation of 382 TPG Partner Holdings, L.P. Units on August 5, 2026, after forfeiture by a former partner, increasing his indirect holdings through a personal investment vehicle to 3,432,583 units. These TPH Units are ultimately exchangeable, under an Amended and Restated Exchange Agreement, for cash or, at TPG Inc.'s election, shares of Class A common stock on a one-for-one basis. The filing states that Nehal may be deemed to beneficially own these securities only to the extent of his pecuniary interest and expressly disclaims ownership beyond that.

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Insider Raj Nehal
Role Director
Type Security Shares Price Value
Grant/Award TPG Partner Holdings, L.P. Units F2, F1, F3, F4 382 $0.00 $0.00
Holdings After Transaction: TPG Partner Holdings, L.P. Units — 3,432,583 shares (Indirect, By Personal Investment Vehicle)
Footnotes (4)
  1. F1. On August 5, 2026, 382 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 382 units Automatic allocation on August 5, 2026 under Partner Holdings' limited partnership agreement
Total TPH Units after transaction 3,432,583 units Indirect holdings by a personal investment vehicle following the allocation
Grant price $0.0000 per unit Reported transaction price per TPG Partner Holdings, L.P. Unit
Underlying Class A shares 382 shares Shares of Class A common stock underlying the acquired TPH Units on a one-for-one basis
Exchange ratio 1:1 TPH Units exchangeable for cash or, at TPG Inc.'s election, shares of Class A common stock
Class B voting power 10 votes per share Each share of Class B common stock carries voting rights but no economic rights
TPG Partner Holdings, L.P. Units financial
"382 additional units ("TPH 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
"except to the extent of the Reporting Person's pecuniary interest therein, if any"
beneficial owner regulatory
"shall not be deemed an admission that the Reporting Person is ... the beneficial owner"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

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Form 4 Insider Transactions: What Each Field Means →

FAQ

What transaction did TPG (TPG) report for director Raj Nehal?
TPG Inc. reported that director Raj Nehal received an automatic allocation of 382 TPG Partner Holdings, L.P. Units on August 5, 2026, after forfeiture by a former partner, increasing his indirect holdings through a personal investment vehicle to 3,432,583 units.

How many TPG Partner Holdings, L.P. Units does Raj Nehal now indirectly hold in TPG (TPG)?
After the August 5, 2026 allocation, the personal investment vehicle associated with Raj Nehal holds 3,432,583 TPG Partner Holdings, L.P. Units indirectly. The filing links these to Nehal, subject to his pecuniary interest, and includes an explicit disclaimer of beneficial ownership beyond that interest.

What can TPG Partner Holdings, L.P. Units be exchanged for at TPG (TPG)?
The reported TPH Units are exchangeable for cash or, at TPG Inc.'s election, shares of Class A common stock on a one-for-one basis. The exchange is governed by an Amended and Restated Exchange Agreement and is subject to customary conversion rate adjustments and transfer restrictions.

Does Raj Nehal claim full beneficial ownership of the reported TPG (TPG) securities?
No. The filing explains that Raj Nehal may be deemed to beneficially own the securities only to the extent of his direct or indirect pecuniary interest. It expressly disclaims beneficial ownership of any equity securities beyond that interest, citing Rule 16a-1(a)(4) under the Exchange Act.

How are Class B common shares of TPG (TPG) treated in the exchange mechanics?
Upon exchange of TPH Units, an equal number of Common Units and related Class B common shares held by an affiliate are involved. The filing states that each Class B share carries ten votes per share but no economic rights and is automatically cancelled for no additional consideration in the exchange.
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*
Raj Nehal
(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)382 (2) (2)Class A Common Stock(2)382$03,432,583IBy Personal Investment Vehicle(3)(4)
Explanation of Responses:
1. On August 5, 2026, 382 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. Raj 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