[Form 4] TPG Inc. Insider Trading Activity

Rhea-AI Filing Summary

Joann Harris, Chief Compliance Officer of TPG Inc., was allocated 2,124 additional TPH Units of TPG Partner Holdings, L.P. on 08/08/2025 following forfeiture by a former partner. The filing states these TPH Units are exchangeable, under an Amended and Restated Exchange Agreement filed on 11/02/2023, on a one‑for‑one basis for cash or, at the issuer's election, shares of Class A common stock, subject to customary conversion adjustments and transfer restrictions. Upon an exchange, equal common units held by Group Holdings convert one‑for‑one for the exchange consideration and an equal number of Class B shares held by Group Holdings will be cancelled for no additional consideration. The report notes Harris may be deemed to beneficially own these securities only to the extent of her pecuniary interest and disclaims ownership beyond that interest.

Positive

• 2,124 TPH Units were automatically allocated to the reporting person, providing a clear, disclosed economic interest.
• TPH Units are exchangeable one‑for‑one for cash or Class A common stock under the Amended and Restated Exchange Agreement.

Negative

• Equal number of Class B shares will be cancelled for no additional consideration upon exchange, which reduces super‑voting Class B shares held by Group Holdings.
• Reporting person disclaims beneficial ownership except to the extent of pecuniary interest, limiting clarity on actual control of the underlying securities.

Insights

Securities Analyst

TL;DR: A small automatic allocation of 2,124 TPH Units was recorded; units are exchangeable for Class A shares or cash under the issuer's exchange agreement.

The transaction recorded is a routine allocation under the partnership agreement and does not itself involve a market sale or purchase of the issuer's publicly traded stock. Material facts disclosed include the number of units allocated and the exchange mechanics that convert TPH Units into cash or Class A common stock on a one‑for‑one basis, subject to adjustments and transfer restrictions. The filing also discloses a beneficial ownership disclaimer limiting the reporting person's claim to these securities to her pecuniary interest.

Corporate Governance Expert

TL;DR: Exchange provisions convert partnership units into economic or equity interest and trigger cancellation of equivalent Class B shares, affecting governance structure when exchanges occur.

The filing explicitly describes that upon exchange of TPH Units, equal numbers of common units held by Group Holdings convert for the exchange consideration and equal Class B shares held by Group Holdings are cancelled for no additional consideration. That mechanism, stated in the exchange agreement, changes economic and voting instruments on a one‑for‑one basis when exercised and is a disclosed structural feature investors should understand.

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

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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^*

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)
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)		2,124		(2)	(2)	Class A Common Stock(2)	2,124	$0	409,723	I	By Personal Investment Vehicle(3)(4)

Explanation of Responses:

1. On August 8, 2025, 2,124 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.

	/s/ Joann Harris	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

Who filed the Form 4 for TPG (TPG)?

Joann Harris, identified as the Chief Compliance Officer of TPG Inc., is the reporting person on this Form 4.

What transaction is reported in the TPG (TPG) Form 4?

The report discloses an automatic allocation of 2,124 TPH Units of TPG Partner Holdings, L.P., allocated upon forfeiture by a former partner on 08/08/2025.

Are TPH Units exchangeable for TPG (TPG) Class A shares?

Yes. Under the Amended and Restated Exchange Agreement (filed 11/02/2023), TPH Units are exchangeable one‑for‑one for cash or, at the issuer's election, Class A common stock, subject to adjustments and transfer restrictions.

What happens to Class B shares when TPH Units are exchanged?

The filing states an equal number of Class B common shares held by Group Holdings will be automatically cancelled for no additional consideration upon an exchange.

Does Joann Harris claim beneficial ownership of these securities?

The filing notes Harris may be deemed to beneficially owndisclaims ownership beyond that pecuniary interest.