[Form 4] TPG Inc. Insider Trading Activity

Rhea-AI Filing Summary

TPG Inc. director Raj Nehal was automatically allocated 20,899 additional TPH Units on 08/08/2025 after those units were forfeited by a former partner. Under an Amended and Restated Exchange Agreement filed November 2, 2023, those TPH Units are exchangeable one-for-one for cash or, at the issuer's election, shares of Class A common stock, subject to customary adjustments and transfer restrictions. The filing reports 3,408,198 underlying Class A shares beneficially owned following the transaction on an indirect basis through a personal investment vehicle; the reporting person disclaims ownership except to the extent of any pecuniary interest. The Form 4 was signed by Joann Harris as attorney-in-fact on 08/12/2025.

Positive

• Automatic allocation of 20,899 TPH Units recorded on 08/08/2025
• TPH Units are exchangeable one-for-one for cash or Class A common stock per the November 2, 2023 exchange agreement

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine automatic allocation of 20,899 TPH Units increases indirect exposure to 3,408,198 underlying Class A shares; exchangeable for cash or stock.

The filing documents an automatic allocation (transaction code A) of 20,899 TPH Units on 08/08/2025, recorded at a reported price of $0. These units are governed by the issuer's November 2, 2023 exchange agreement, meaning they can be converted one-for-one into cash or Class A common shares at the issuer's election. The filing shows the reporting person holds 3,408,198 underlying Class A shares on an indirect basis after the allocation. This disclosure is descriptive of ownership changes rather than a market trade and is therefore informational for shareholder cap table and dilution monitoring.

Corporate Governance Expert

TL;DR: Disclosure is standard: indirect ownership through a personal vehicle, a disclaimer of beneficial ownership, and a POA signature on the Form 4.

The Form 4 clarifies that the reported holdings are held indirectly through a personal investment vehicle and includes an explicit disclaimer limiting beneficial ownership to pecuniary interest. It also describes the exchange mechanics where corresponding Common Units and Class B common stock held by affiliated entities are adjusted or canceled upon exchange; the filing notes Class B shares carry ten votes but no economic rights. Signature was provided by Joann Harris under a power of attorney dated December 15, 2023, which was previously filed. The filing is a standard governance disclosure that documents allocations and exchange rights rather than a direct open-market acquisition or disposition.

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^*

Raj Nehal

(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)		20,899		(2)	(2)	Class A Common Stock(2)	20,899	$0	3,408,198	I	By Personal Investment Vehicle(3)(4)

Explanation of Responses:

1. On August 8, 2025, 20,899 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. Raj 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 did Raj Nehal acquire according to the Form 4 for TPG (TPG)?

The filing reports an automatic allocation of 20,899 TPH Units on 08/08/2025.

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

The filing reports 3,408,198 underlying Class A shares beneficially owned following the reported transaction.

Are the TPH Units exchangeable for TPG stock?

Yes. Per the Amended and Restated Exchange Agreement (filed 11/02/2023), TPH Units are exchangeable one-for-one for cash or Class A common stock, subject to adjustments and restrictions.

What ownership form is reported on the Form 4?

The reported ownership form is Indirect (I), held through a personal investment vehicle.

Who signed the Form 4 for Raj Nehal?

The Form 4 was signed by Joann Harris as attorney-in-fact on 08/12/2025, pursuant to a power of attorney dated December 15, 2023.