TPG Insider Filing: Chairman Receives RSUs and PRSUs with Market Hurdles

Rhea-AI Filing Summary

TPG Inc. insider filing: James G. Coulter, Chairman, Director and 10% owner, reported equity awards and holdings on 08/19/2025. He was granted 321,389 restricted stock units (RSUs) that vest 25% on each of July 15, 2026, 2027, 2028 and 2029, subject to continued service. He also received 482,083 performance stock units (PRSUs) that vest 20% on each of July 15 from 2026 through 2030 by service, and are eligible to earn based on specified Class A market price hurdles starting at $90.98 for partial vesting and higher hurdles through 2031. Following the transactions he directly holds 828,266 shares and may be deemed to beneficially own 2,159,831 shares indirectly through a family trust.

Positive

• Large equity awards issued: 321,389 RSUs and 482,083 PRSUs were granted, signaling alignment with shareholder value creation through service and performance vesting.
• Clear vesting and performance terms: RSUs vest 25% annually through 2029; PRSUs vest 20% annually through 2030 with specified market-price hurdles ($90.98 and higher) for performance vesting.
• Substantialholdings disclosed: Reporting Person directly owns 828,266 shares and indirectly may own 2,159,831 shares via a family trust.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Significant equity awards to a major insider with multi-year service and performance vesting, aligning compensation with long-term stock performance.

These disclosures show the Chairman received both time-based RSUs and performance-based PRSUs with multi-year vesting and explicit market-price hurdles. The structure ties realized value to sustained service and achievement of predetermined stock price levels, which typically aligns executive incentives with shareholder returns. The filing also confirms substantial indirect holdings via a family trust, which may limit the Chairman's ability to increase direct ownership quickly. No trading or cash purchase prices are reported for the awards.

Securities Analyst

TL;DR: Insider awards are material to executive compensation disclosure but present routine, not extraordinary, investor impact.

The reported RSU and PRSU quantities (321,389 and 482,083 respectively) are sizable in absolute terms and include clear vesting schedules and market-price performance hurdles. These are contingent awards (no exercise price) and will convert to Class A common stock if service and specified price conditions are met. The filing contains no indication of cash proceeds, dispositions, or immediate dilution from conversion at grant date.

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^*

COULTER JAMES G

(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)
	Chairman

3. Date of Earliest Transaction (Month/Day/Year)
08/19/2025

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
Class A Common Stock	08/19/2025		A		321,389	A	(1)	828,266	D
Class A Common Stock								2,159,831	I	By Family Trust(3)(4)

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
Class A Common Stock	(2)	08/19/2025		A		482,083		(2)	(2)	Class A Common Stock	482,083	$0	482,083	D

Explanation of Responses:

1. Represents an award of restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of Class A common stock ("Class A common stock") of TPG Inc. 25% of the RSUs will vest on each of July 15, 2026, 2027, 2028 and 2029, subject to the Reporting Person's continuous service through the vesting date.

2. Represents an award of performance stock units ("PRSUs"). Each PRSU represents a contingent right to receive one share of Class A common stock when both service and performance conditions are satisfied. 20% of the PRSUs service-vest on each of July 15, 2026, 2027, 2028, 2029 and 2030, subject to the Reporting Person's continuous service through the vesting date. 25% of each service-vesting tranche of the PRSUs are eligible to be earned and performance vest following achievement of each of the following Class A common stock prices: $90.98 (the "1.5x PRSUs"), $101.29, $110.99 and $121.30 (each, a "Market Price Performance Hurdle"), which represent a premium of 150%, 167%, 183% and 200% of the closing price of a share of Class A common stock on the date of grant. The Market Price Performance Hurdle for the 1.5x PRSUs must be achieved by July 15, 2030 to performance vest, and the Market Price Performance Hurdle for the other PRSUs must be achieved by July 15, 2031 to performance vest.

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 L. Chu is signing on behalf of Mr. Coulter 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)	08/20/2025
	** 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.
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FAQ

What equity awards did James G. Coulter report on Form 4 for TPG (TPG)?

He reported receiving 321,389 RSUs and 482,083 PRSUs on 08/19/2025.

When do the RSUs and PRSUs vest according to the filing?

RSUs vest 25% on each of July 15, 2026, 2027, 2028 and 2029; PRSUs vest 20% on each of July 15, 2026–2030 subject to service and performance conditions.

What performance hurdles apply to the PRSUs in the Form 4?

25% of each service-vesting tranche of PRSUs are eligible to earn based on Class A share price hurdles: $90.98 (1.5x), $101.29, $110.99 and $121.30, with deadlines in 2030–2031 as specified.

How many TPG Class A shares does Coulter beneficially own after the reported transactions?

The filing shows 828,266 shares directly and 2,159,831 shares indirectly (by family trust) following the reported transactions.

Did the Form 4 report any cash purchase price for the derivative awards?

No cash purchase price is reported; the PRSUs are shown with a $0 price and RSUs are contingent rights to receive shares.