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TPG Inc. (TPG) chair reports RSU vesting, tax share withholding transaction

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

TPG Inc. executive chairman James G. Coulter, who is also a director and 10% owner, reported equity-related transactions on January 13, 2026. TPG Inc. withheld 102,240 shares of Class A common stock at $66.03 per share to cover taxes due on the vesting and settlement of previously granted restricted stock units (RSUs). Coulter was also credited with 151,503 RSUs, each representing a contingent right to receive one share of Class A common stock, with one-third scheduled to vest on each of the first three anniversaries of the grant date. Following these transactions, he reported 877,529 shares held directly and 2,159,831 shares held indirectly through a family trust, for which he disclaims beneficial ownership beyond his pecuniary interest.

Positive

  • None.

Negative

  • None.
Insider COULTER JAMES G
Role Executive Chairman
Type Security Shares Price Value
Tax Withholding Class A Common Stock 102,240 $66.03 $6.75M
Grant/Award Class A Common Stock 151,503 $0.00 --
holding Class A Common Stock -- -- --
Holdings After Transaction: Class A Common Stock — 726,026 shares (Direct); Class A Common Stock — 2,159,831 shares (Indirect, By Family Trust)
Footnotes (1)
  1. On January 13, 2026, TPG Inc. (the "Issuer") withheld 102,240 shares of Class A common stock ("Class A common stock") of the Issuer from the Reporting Person for payment of the tax liability incident to the vesting and settlement of restricted stock units ("RSUs") previously granted by the Issuer. Represents RSUs. Each RSU represents a contingent right to receive one share of Class A common stock. 1/3 of the RSUs will vest on each of the first, second and third anniversaries of the date of grant. 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*
COULTER JAMES G
(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 X 10% Owner
X Officer (give title below) Other (specify below)
Executive Chairman
3. Date of Earliest Transaction (Month/Day/Year)
01/13/2026
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
Class A Common Stock 01/13/2026 F(1) 102,240 D $66.03 726,026 D
Class A Common Stock 01/13/2026 A 151,503 A (2) 877,529 D
Class A Common Stock 2,159,831 I By Family Trust(3)(4)
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
Explanation of Responses:
1. On January 13, 2026, TPG Inc. (the "Issuer") withheld 102,240 shares of Class A common stock ("Class A common stock") of the Issuer from the Reporting Person for payment of the tax liability incident to the vesting and settlement of restricted stock units ("RSUs") previously granted by the Issuer.
2. Represents RSUs. Each RSU represents a contingent right to receive one share of Class A common stock. 1/3 of the RSUs will vest on each of the first, second and third anniversaries of the date of grant.
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 Mr. Coulter pursuant to the power of attorney dated August 16, 2025, which was previously filed with the Securities and Exchange Commission.
/s/ Jennifer L. Chu, as attorney-in-fact (5) 01/15/2026
** 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 insider transactions did TPG (TPG) report for James G. Coulter?

On January 13, 2026, James G. Coulter reported that TPG Inc. withheld 102,240 shares of Class A common stock at $66.03 per share for taxes related to RSU vesting and credited him with 151,503 RSUs.

Why did TPG Inc. withhold 102,240 shares from James G. Coulter?

TPG Inc. withheld 102,240 shares of Class A common stock from James G. Coulter to pay the tax liability arising from the vesting and settlement of previously granted restricted stock units.

What are the terms of the 151,503 RSUs reported by TPG (TPG)?

The 151,503 RSUs each represent a contingent right to receive one share of TPG Inc. Class A common stock. One-third of the RSUs will vest on each of the first, second and third anniversaries of the grant date.

How many TPG Inc. shares does James G. Coulter hold directly and indirectly?

After the reported transactions, James G. Coulter reported 877,529 shares of Class A common stock held directly and 2,159,831 shares held indirectly through a family trust.

What does the family trust holding mean in this TPG Form 4 filing?

The filing states that shares are held indirectly by a family trust. Because of his relationship to the entity, James G. Coulter may be deemed a beneficial owner only to the extent of his pecuniary interest, and he disclaims beneficial ownership beyond that.

What is James G. Coulter’s role at TPG Inc. in this Form 4?

James G. Coulter is reported as a director, executive chairman, and a 10% owner of TPG Inc. in this insider transaction filing.