Insider Filing: Jack Weingart Receives 25,700 TPG Partner Units
Rhea-AI Filing Summary
Jack Weingart, identified as an officer serving as Chief Financial Officer, received an automatic allocation of 25,700 TPH Units on 08/08/2025 following forfeiture by a former partner of TPG Partner Holdings, L.P. Under the issuer's amended exchange agreement, those TPH Units are exchangeable by formula for cash or, at the issuer's election, one-for-one for shares of Class A common stock, subject to customary adjustments and transfer restrictions. The filing reports 4,090,868 shares of Class A common stock beneficially owned following the transaction, and explains that an equal number of Class B shares held by a related entity will be cancelled upon exchanges; Class B shares carry ten votes per share but no economic rights. The reporting person disclaims beneficial ownership except to the extent of any pecuniary interest, and the form was signed by an attorney-in-fact on behalf of Mr. Weingart.
Positive
- 25,700 TPH Units were allocated to Jack Weingart on 08/08/2025 pursuant to the partnership agreement
- TPH Units are exchangeable one-for-one for Class A common stock or convertible to cash under the Amended and Restated Exchange Agreement
- Filing discloses total reported beneficial ownership of 4,090,868 Class A common shares following the transaction
Negative
- Reporting person disclaims beneficial ownership except to the extent of any pecuniary interest, limiting clarity on actual control
- Corresponding Class B shares will be automatically cancelled upon exchange; Class B shares carry ten votes per share but no economic rights
Insights
TL;DR Insider received 25,700 TPH Units that convert 1:1 into Class A shares; total reported beneficial holdings are 4,090,868 shares.
The allocation of 25,700 TPH Units to the CFO was automatic under the partnership agreement and does not reflect a cash purchase or open-market trade. The Amended and Restated Exchange Agreement governs conversion mechanics, permitting exchange into cash or Class A common stock on a one-for-one basis, which is important when assessing potential future share issuance or dilution scenarios. The filing also quantifies total reported beneficial ownership at 4,090,868 Class A shares, and includes standard disclaimers limiting the reporting person's claimed ownership to pecuniary interest.
TL;DR Allocation and exchange mechanics are routine; cancellation of corresponding Class B shares affects voting profile but carries no economic rights.
The filing clarifies that when TPH Units are exchanged, corresponding Common Units and an equal number of Class B common shares held by a related entity are exchanged or cancelled, respectively. Notably, Class B shares retain ten votes per share but no economic rights, and the cancellation mechanism reduces those high-vote shares upon exchange. The report includes the required disclaimers about beneficial ownership and was executed by an attorney-in-fact, consistent with established disclosure practices.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | TPG Partner Holdings, L.P. Units | 25,700 | $0.00 | -- |
Footnotes (1)
- On August 8, 2025, 25,700 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 (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. 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.
