TPG INC SEC Filings

On 08/08/2025 Sarvananthan Ganendran, a director of TPG Inc., was automatically allocated 14,388 additional units of TPG Partner Holdings, L.P. ("TPH Units") upon forfeiture by a former partner. The allocation is reported on a Form 4 and is described as an automatic allocation under the partnership agreement.

Under TPG's Amended and Restated Exchange Agreement, those TPH Units are exchangeable on a one-for-one basis for cash or, at the issuer's election, shares of Class A common stock subject to customary adjustments and transfer restrictions. The filing indicates the reporting person now directly beneficially owns 1,407,838 TPH Units (or the economic equivalent in Class A shares). The Form is signed by an attorney-in-fact under a previously filed power of attorney.

TPG Inc. director Jeffrey K. Rhodes received an automatic allocation of 34,047 TPH Units on 08/08/2025 following forfeiture by a former partner. Those TPH Units are exchangeable under the companys Amended and Restated Exchange Agreement for cash or, at the issuers election, one share of Class A common stock per unit, subject to customary conversion adjustments and transfer restrictions.

As described, an equal number of Common Units held by Group Holdings would be exchanged for the exchange consideration and an equal number of Class B common shares held by Group Holdings would be cancelled for no additional consideration; Class B shares carry 10 votes per share but no economic rights. The filing states the Reporting Person may be deemed to beneficially own these securities only to the extent of his pecuniary interest, and shows 6,271,376 underlying Class A shares beneficially owned following the reported transactions, held indirectly by a personal investment vehicle.

TPG Inc. director Raj Nehal was automatically allocated 20,899 additional TPH Units on 08/08/2025 after those units were forfeited by a former partner. Under an Amended and Restated Exchange Agreement filed November 2, 2023, those TPH Units are exchangeable one-for-one for cash or, at the issuer's election, shares of Class A common stock, subject to customary adjustments and transfer restrictions. The filing reports 3,408,198 underlying Class A shares beneficially owned following the transaction on an indirect basis through a personal investment vehicle; the reporting person disclaims ownership except to the extent of any pecuniary interest. The Form 4 was signed by Joann Harris as attorney-in-fact on 08/12/2025.

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.

TPG Inc. Form 4: Director Davis Kelvin L. was allocated 65,985 additional TPG Partner Holdings, L.P. units (TPH Units) that were automatically reallocated following forfeiture by a former partner. TPH Units are exchangeable by contract for cash or, at the issuer's election, for shares of the issuer's Class A common stock on a one-for-one basis, subject to customary adjustments and transfer restrictions.

The filing reports that, following the allocation, the reporting person is shown as having indirect beneficial ownership of 11,755,596 shares of Class A common stock through personal investment vehicles. The report notes the reporting person disclaims beneficial ownership except to the extent of any pecuniary interest, and the form is signed by an attorney-in-fact on the reporting person's behalf.

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.

James G. Coulter was allocated 196,189 additional units of TPG Partner Holdings, L.P. on 08/08/2025 after those units were forfeited by a former partner. Those units ("TPH Units") are exchangeable under TPG Inc.'s amended exchange agreement for cash or, at the issuer's election, one share of Class A common stock per unit, subject to customary adjustments and transfer restrictions. The filing shows 35,415,703 shares of Class A common stock as the number of shares underlying derivative holdings following the transaction, held indirectly through personal investment vehicles.

The report explains that upon an exchange of TPH Units, corresponding common units held by Group Holdings are exchanged for the exchange consideration and an equal number of Class B common shares held by Group Holdings will be cancelled for no additional consideration. The reporting person disclaims beneficial ownership except to the extent of any pecuniary interest and files this disclosure under Rule 16 reporting requirements.

TPG Inc. Chief Legal Officer Jennifer L. Chu reported that 45,914 performance stock units (PSUs) performance-vested upon achievement of the first price threshold on 08/07/2025. The PSUs were granted on 04/14/2025 and remain subject to service vesting on 04/01/2026; each PSU converts to one share of Class A common stock when both service and performance conditions are satisfied. The Form 4 tables show updated beneficial ownership totals of 206,613 Class A shares in Table I and 91,828 derivative securities in Table II following the reported transactions. The filing documents a compensation-related issuance tied to specified market-price performance milestones.

TPG Inc. through issuer TPG Operating Group II, L.P. is offering senior notes due in 2036, fully and unconditionally guaranteed by TPG, TPG Operating Group I, L.P., TPG Operating Group III, L.P. and TPG Holdings II Sub, L.P. The prospectus supplement states net proceeds will be used to repay a portion of the Senior Unsecured Revolving Credit Facility and for general corporate purposes. TPG reports $261.3 billion AUM as of June 30, 2025 and notes the July 1, 2025 acquisition of Peppertree Capital Management.

The supplement redacts the aggregate principal amount, coupon and exact issue and maturity dates. The notes are unsecured and will rank equally with existing unsubordinated indebtedness and senior to subordinated debt, but will be effectively subordinated to any secured debt and to obligations of non-guarantor subsidiaries. The indenture contains limited covenants, does not cap additional indebtedness, and permits issuance of additional notes in the future. Affiliates of several underwriters are lenders under the revolver and will receive a portion of proceeds, a disclosed conflict of interest.