[Form 4] TPG Inc. Insider Trading Activity

Rhea-AI Filing Summary

Davidson Martin, an officer serving as Chief Accounting Officer of TPG Inc. (TPG), was allocated 3,276 additional units of TPG Partner Holdings, L.P. ("TPH Units") on 08/08/2025 after those units were forfeited by a former partner. TPH Units are contractually exchangeable, on a one-for-one basis subject to customary adjustments and transfer restrictions, for cash or shares of the issuer's Class A common stock, per an amended exchange agreement filed on 11/02/2023. The filing discloses beneficial ownership via derivative holdings of 629,440 shares of Class A common stock following the reported transaction. The exchange mechanics also provide for the cancellation of an equal number of Class B shares held by Group Holdings; each Class B share carries ten votes but no economic rights.

Positive

• Insider economic alignment: Allocation increases the reporting person’s stake that is exchangeable into public equity, aligning interests with Class A holders.
• Clear conversion mechanics: TPH Units are explicitly exchangeable one-for-one for cash or Class A common stock under the amended exchange agreement, providing transparent paths to economic realization.

Negative

• Complex capital structure: Conversion triggers cancellation of Class B shares that carry ten votes but no economic rights, highlighting potentially shifting voting dynamics.
• Minor incremental change: The allocation of 3,276 units is small relative to the reported 629,440 derivative-linked Class A share position, so the immediate economic impact is limited.

Insights

Securities Analyst

TL;DR: A small allocation of 3,276 TPH Units increases an insider's economic exposure; holdings remain largely derivative-based.

The allocation of 3,276 TPH Units is an acquisition by operation of the partnership agreement, not an open-market purchase, which modestly raises the reporting person’s derivative-linked economic stake in TPG. The filing shows 629,440 Class A shares beneficially owned via derivative positions after the allocation, indicating that the reporting person’s exposure is substantial but the incremental change from this single allocation is small relative to that total. The exchange agreement means these units are convertible to cash or Class A shares on a one-for-one basis, preserving economic alignment with public equity while preserving complex voting mechanics tied to Class B shares.

Corporate Governance Expert

TL;DR: Transaction is routine under partnership rules; conversion features interact with multi-class voting structure.

The automatic allocation resulting from a partner forfeiture is a contractual mechanics event rather than a discretionary insider purchase or sale. Material governance detail: upon exchange of TPH Units, an equal number of Class B shares held by Group Holdings will be cancelled for no additional consideration; Class B shares carry 10 votes each but no economic rights. That fact is important for understanding how economic conversions affect the company’s voting structure, though this specific allocation (3,276 units) is small in absolute terms relative to the reporting person’s total derivative-linked claim of 629,440 Class A shares.

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^*

Davidson Martin

(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 Accounting Officer

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)		3,276		(2)	(2)	Class A Common Stock(2)	3,276	$0	629,440	D

Explanation of Responses:

1. On August 8, 2025, 3,276 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.

Remarks:

(3) Joann Harris is signing on behalf of Mr. Davidson pursuant to the power of attorney dated December 29, 2021, which was previously filed with the Commission.

	/s/ Joann Harris, as attorney-in-fact (3)	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.
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FAQ

What transaction did Davidson Martin report on TPG Form 4?

The report discloses an automatic allocation of 3,276 TPH Units to Davidson Martin due to forfeiture by a former partner, recorded on 08/08/2025.

How many Class A shares does the filing show beneficially owned after the transaction?

The filing shows beneficial ownership via derivative holdings of 629,440 shares of Class A common stock following the reported transaction.

Can TPH Units be converted into TPG common stock?

Yes. Per the amended exchange agreement filed on 11/02/2023, TPH Units are exchangeable one-for-one for cash or shares of Class A common stock, subject to customary conversion adjustments and transfer restrictions.

What is Davidson Martin’s role at TPG?

The reporting person is an officer of TPG and is listed as the Chief Accounting Officer on the Form 4.

What happens to Class B shares upon exchange of TPH Units?

Upon an exchange of TPH Units, an equal number of Class B common stock shares held by Group Holdings will be automatically cancelled for no additional consideration; each Class B share has ten votes but carries no economic rights.