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Form 4: TPG insider awarded 6,979 TPH units, 1-for-1 exchange

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

Rhea-AI Filing Summary

TPG Inc. (TPG) reported an insider transaction on Form 4. The company’s Chief Executive Officer, who is also a director and 10% owner, disclosed the automatic allocation of 6,979 TPG Partner Holdings, L.P. (“TPH”) Units on 11/04/2025, triggered by the forfeiture of units by a former partner under the partnership agreement.

The allocation was recorded as 4,749 units direct, 1,487 units indirect via a personal investment vehicle, and 743 units indirect via a family trust. Under an exchange agreement, TPH Units are exchangeable for cash or, at the issuer’s election, one-for-one into TPG Class A common stock, with customary adjustments. Upon exchange, an equal number of Class B shares are cancelled; Class B carries ten votes per share and no economic rights.

Following the transactions, derivative securities beneficially owned were reported as 11,483,789 units direct, 4,004,136 units indirect via the personal investment vehicle, and 2,000,840 units indirect via the family trust.

Positive

  • None.

Negative

  • None.

Insights

Routine Form 4 allocation with one-for-one exchange rights; neutral.

The filing records an automatic allocation of 6,979 TPH Units on 11/04/2025 due to a former partner’s forfeiture, consistent with the partnership agreement. The units are split across direct and indirect holdings, reflecting the reporting person’s various ownership channels.

Per the exchange agreement, TPH Units can be exchanged for cash or for Class A shares on a one-for-one basis, with equal Class B shares cancelled (Class B has ten votes per share and no economic rights). This maintains voting structure without creating additional economic claims at exchange.

Post-transaction derivative holdings were reported as 11,483,789 direct, 4,004,136 via a personal vehicle, and 2,000,840 via a family trust. Actual market impact depends on future exchange decisions by the holder.

Insider WINKELRIED JON
Role Chief Executive Officer
Type Security Shares Price Value
Grant/Award TPG Partner Holdings, L.P. Units 4,749 $0.00 --
Grant/Award TPG Partner Holdings, L.P. Units 1,487 $0.00 --
Grant/Award TPG Partner Holdings, L.P. Units 743 $0.00 --
Holdings After Transaction: TPG Partner Holdings, L.P. Units — 11,483,789 shares (Direct); TPG Partner Holdings, L.P. Units — 4,004,136 shares (Indirect, By Personal Investment Vehicle)
Footnotes (1)
  1. On November 4, 2025, 6,979 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 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. 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.
Form 4 Insider Transactions: What Each Field Means →
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
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*
WINKELRIED JON
(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 X 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
11/04/2025
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) 11/04/2025 A(1) 4,749 (2) (2) Class A Common Stock(2) 4,749 $0 11,483,789 D
TPG Partner Holdings, L.P. Units (2) 11/04/2025 A(1) 1,487 (2) (2) Class A Common Stock(2) 1,487 $0 4,004,136 I By Personal Investment Vehicle(3)(4)
TPG Partner Holdings, L.P. Units (2) 11/04/2025 A(1) 743 (2) (2) Class A Common Stock(2) 743 $0 2,000,840 I By Family Trust(3)(4)
Explanation of Responses:
1. On November 4, 2025, 6,979 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 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. Winkelried pursuant to the power of attorney dated August 16, 2025, which is attached hereto as an exhibit. Exhibit 24.1 - Power of Attorney.
/s/ Jennifer L. Chu, as attorney-in-fact (5) 11/06/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did TPG (TPG) report?

An automatic allocation of 6,979 TPG Partner Holdings, L.P. units was reported on 11/04/2025 due to forfeiture by a former partner.

How were the 6,979 TPH Units allocated for the TPG insider?

4,749 units direct, 1,487 units indirect via a personal investment vehicle, and 743 units indirect via a family trust.

What are TPH Units exchangeable into under TPG’s agreement?

They are exchangeable for cash or, at the issuer’s election, one-for-one into Class A common stock, subject to customary adjustments.

What happens to Class B shares when TPH Units are exchanged at TPG?

An equal number of Class B shares are automatically cancelled; each Class B share has ten votes and no economic rights.

What are the post-transaction derivative holdings reported for the TPG insider?

11,483,789 units direct, 4,004,136 units indirect via a personal investment vehicle, and 2,000,840 units indirect via a family trust.

Does the TPG insider claim full beneficial ownership of indirect holdings?

No. The insider disclaims beneficial ownership beyond their pecuniary interest per Rule 16a-1(a)(4).