[Form 4] TPG Inc. Insider Trading Activity

Rhea-AI Filing Summary

TPG Inc. director Jeffrey K. Rhodes received an automatic allocation of 34,047 TPH Units on 08/08/2025 following forfeiture by a former partner. Those TPH Units are exchangeable under the companys Amended and Restated Exchange Agreement for cash or, at the issuers election, one share of Class A common stock per unit, subject to customary conversion adjustments and transfer restrictions.

As described, an equal number of Common Units held by Group Holdings would be exchanged for the exchange consideration and an equal number of Class B common shares held by Group Holdings would be cancelled for no additional consideration; Class B shares carry 10 votes per share but no economic rights. The filing states the Reporting Person may be deemed to beneficially own these securities only to the extent of his pecuniary interest, and shows 6,271,376 underlying Class A shares beneficially owned following the reported transactions, held indirectly by a personal investment vehicle.

Positive

• Acquisition of 34,047 TPH Units was recorded for the Reporting Person, increasing his allocated units.
• TPH Units are exchangeable one-for-one (subject to adjustments) for Class A common stock under the Amended and Restated Exchange Agreement, preserving conversion optionality.
• Total underlying Class A interest reported as 6,271,376 shares following the transaction, held indirectly via a personal investment vehicle.

Negative

• Exchange consideration is subject to transfer restrictions and conversion adjustments, which may limit immediate liquidity or transferability.
• Reporting Person disclaims beneficial ownership except to the extent of pecuniary interest, indicating limited direct control over the securities.
• Class B shares to be cancelled for no additional consideration; Class B carries 10 votes per share but no economic rights, affecting voting-class structure rather than economic ownership.

Insights

Financial Analyst

Routine equity allocation with limited immediate economic impact; exchangeability preserves optionality for conversion to Class A shares.

The allocation of 34,047 TPH Units to Mr. Rhodes was automatic under the partnership agreement, not a market purchase. The units exchangeability into Class A common stock on a one-for-one basis maintains potential economic exposure while remaining subject to conversion adjustments and transfer restrictions, which can limit immediacy of liquidity or transfer. The filing expressly limits Rhodess beneficial ownership to his pecuniary interest and shows 6,271,376 underlying Class A shares held indirectly, indicating material indirect exposure but not necessarily a change in direct voting control by the reporting person.

Corporate Governance Expert

Transaction is a governance-structured reallocation; cancellation of Class B shares on exchange affects voting-class structure but involves no new cash consideration.

The mechanics described—exchange of TPH Units and Common Units in tandem with automatic cancellation of Class B shares—preserve the issuers pre-defined capital structure mechanics. Notably, Class B shares carry 10 votes per share but no economic rights and will be cancelled upon exchange for no consideration, underscoring that these transfers affect voting-class composition rather than direct economic transfers to the reporting person. The Reporting Persons disclaimer of beneficial ownership except for pecuniary interest is consistent with indirect holdings via a personal investment vehicle.

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

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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^*

Rhodes Jeffrey K.

(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)		34,047		(2)	(2)	Class A Common Stock(2)	34,047	$0	6,271,376	I	By Personal Investment Vehicle(3)(4)

Explanation of Responses:

1. On August 8, 2025, 34,047 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) Joann Harris is signing on behalf of Mr. Rhodes pursuant to the power of attorney dated December 15, 2023, 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 transaction did the TPG (TPG) Form 4 report for Jeffrey K. Rhodes?

The Form 4 reports an automatic allocation of 34,047 TPH Units to Jeffrey K. Rhodes on 08/08/2025 upon forfeiture by a former partner.

Can the TPH Units be converted into TPG Class A shares?

Yes. Under the Amended and Restated Exchange Agreement, each TPH Unit is ultimately exchangeable for cash or, at the issuers election, one share of Class A common stock per unit, subject to conversion adjustments and transfer restrictions.

How many underlying Class A shares does the filing show after the transaction?

The filing shows 6,271,376 underlying Class A shares beneficially owned following the reported transactions, held indirectly.

Does the Reporting Person claim direct beneficial ownership of these securities?

The reporting person disclaims beneficial ownership except to the extent of his pecuniary interest, and the securities are held indirectly by a personal investment vehicle.

What happens to Class B common stock when an exchange occurs?

An equal number of Class B common shares held by Group Holdings will be automatically cancelled for no additional consideration upon an exchange of TPH Units and Common Units.