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TPG insider filing shows 161 TPH Units and 409,884 indirect held

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

Rhea-AI Filing Summary

TPG Inc. (TPG) reported an insider transaction by an officer. On November 4, 2025, the reporting person, who serves as Chief Compliance Officer, was automatically allocated 161 TPG Partner Holdings, L.P. (TPH) Units under the partnership agreement following a former partner’s forfeiture.

Under the Amended and Restated Exchange Agreement, TPH Units are exchangeable for cash or, at TPG’s election, for Class A common stock on a one‑for‑one basis, subject to customary adjustments and transfer restrictions. Upon any such exchange, an equal number of TPG Operating Group II, L.P. Common Units are exchanged for the same consideration, and an equal number of Class B common shares are cancelled; Class B shares carry ten votes per share and no economic rights.

Following the reported transaction, the filing lists 409,884 derivative securities beneficially owned on an indirect basis by personal investment vehicles.

Positive

  • None.

Negative

  • None.
Insider Harris Joann
Role Chief Compliance Officer
Type Security Shares Price Value
Grant/Award TPG Partner Holdings, L.P. Units 161 $0.00 --
Holdings After Transaction: TPG Partner Holdings, L.P. Units — 409,884 shares (Indirect, By Personal Investment Vehicles)
Footnotes (1)
  1. On November 4, 2025, 161 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 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. 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*
Harris Joann
(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Compliance 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) 161 (2) (2) Class A Common Stock(2) 161 $0 409,884 I By Personal Investment Vehicles(3)(4)
Explanation of Responses:
1. On November 4, 2025, 161 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 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) Jennifer Chu is signing on behalf of Ms. Harris 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 did TPG (TPG) disclose in this Form 4?

An officer reported an automatic allocation of 161 TPH Units on November 4, 2025 due to a former partner’s forfeiture.

How many derivative securities are shown as owned after the transaction?

The filing shows 409,884 derivative securities beneficially owned following the transaction, held indirectly by personal investment vehicles.

What can TPH Units be exchanged into according to the agreement?

TPH Units are exchangeable for cash or, at TPG’s election, Class A common stock on a one-for-one basis, subject to customary adjustments and transfer restrictions.

What happens to Class B shares upon an exchange?

An equal number of Class B common shares are automatically cancelled; these carry ten votes per share and no economic rights.

What is the reporting person’s relationship to TPG (TPG)?

The reporting person is an officer, serving as Chief Compliance Officer.

How were the 161 TPH Units received?

They were automatically allocated under the partnership agreement upon forfeiture by a former partner of TPG Partner Holdings, L.P.