[Form 4] TPG Inc. Insider Trading Activity

Rhea-AI Filing Summary

David Trujillo, a director of TPG Inc., was allocated 34,572 additional units of TPG Partner Holdings, L.P. ("TPH Units") on 08/08/2025 after those units were forfeited by a former partner. The filing states TPH Units are exchangeable one-for-one for cash or, at the issuer's election, shares of Class A common stock under an Amended and Restated Exchange Agreement filed with the SEC on November 2, 2023, subject to customary conversion adjustments and transfer restrictions. Upon exchange, corresponding Common Units held by Group Holdings are exchanged one-for-one and an equal number of Class B shares held by Group Holdings will be cancelled; Class B shares carry 10 votes per share but have no economic rights. The Form 4 reports beneficial ownership of 6,542,483 shares of Class A common stock following the reported transaction. Joann Harris signed on behalf of Mr. Trujillo as attorney-in-fact.

Insights

Financial Analyst

TL;DR: Routine equity-allocation to a director; conversion mechanics could affect share count if exchanged, but no immediate cash transaction reported.

The Form 4 documents an automatic allocation of 34,572 TPH Units to Director David Trujillo resulting from forfeiture by a former partner. The filing explicitly describes the exchange mechanics: TPH Units are exchangeable one-for-one for cash or Class A common stock per the Amended and Restated Exchange Agreement. That structure creates a clear pathway for future issuance of Class A shares if exchanges occur, which could increase outstanding Class A share count. However, the current event is an internal allocation rather than a sale or purchase; the filing does not report a cash consideration or a market transaction. Overall, the item appears routine and informational for investors monitoring insider holdings and potential dilution sources.

Corporate Governance Expert

TL;DR: Governance note — units awarded via forfeiture and exchange terms tied to preexisting agreement; highlights related-party unit mechanics and voting-class cancellation.

The report clarifies mechanics between TPH Units, Common Units held by Group Holdings, and Class B shares: on exchange an equal number of Common Units are exchanged and corresponding Class B shares are cancelled for no additional consideration. The filing reiterates that Class B shares carry ten votes each but no economic rights, underscoring the issuer's dual-class capital structure. Joann Harris executed the filing under a power of attorney, indicating standard administrative handling. From a governance perspective, the disclosure is transparent about conversion and cancellation mechanics but does not indicate any governance change or transfer of voting control resulting from this allocation alone.

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^*

Trujillo David

(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		10% Owner
	Officer (give title below)		Other (specify below)

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)		34,572		(2)	(2)	Class A Common Stock(2)	34,572	$0	6,542,483	D

Explanation of Responses:

1. On August 8, 2025, 34,572 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. Trujillo pursuant to the power of attorney dated December 30, 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).
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FAQ

What did TPG director David Trujillo receive in the Form 4 filing?

The filing shows Mr. Trujillo was allocated 34,572 TPH Units on 08/08/2025 due to forfeiture by a former partner.

Are the TPH Units convertible into TPG (TPG) stock?

Yes. The TPH Units are exchangeable one-for-one for cash or, at the issuer's election, shares of Class A common stock under an Amended and Restated Exchange Agreement.

How many Class A shares does the filing report after the transaction?

The Form 4 reports beneficial ownership of 6,542,483 shares of Class A common stock following the reported transaction.

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

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; Class B shares carry 10 votes each but no economic rights.

Who signed the Form 4 on behalf of David Trujillo?

The Form 4 was signed by Joann Harris as attorney-in-fact pursuant to a power of attorney dated December 30, 2021.