Did Jon Winkelried make any charitable share donations of TPG Inc. (TPG) stock?

Yes. On November 19, 2025, Jon Winkelried gifted 238,984 Class A shares. This was a bona fide charitable donation to an organization for which he received no payment or consideration, and it is reflected in the amended ownership disclosure.

TPG (TPG) executives detail 58% beneficial stake, Q2 2026 exchange

Q: What is the Q2 2026 Exchange described in the TPG (TPG) Schedule 13D/A?

The Q2 2026 Exchange involved 6,042,619 Common Units. These units were exchanged by certain partners for an equal number of Class A shares, with the same number of Class B shares cancelled, affecting the share mix underlying reported beneficial ownership.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

SCHEDULE 13D/A

Rhea-AI Filing Summary

TPG GP A, LLC and senior executives filed an amended Schedule 13D updating their beneficial ownership in TPG Inc. Based on 377,706,381 Class A shares, TPG GP A may be deemed to own 217,809,708 shares (57.7%), James G. Coulter 220,181,056 shares (58.3%) and Jon Winkelried 218,673,249 shares (57.9%).

The amendment records a Q2 2026 exchange where 6,042,619 Common Units were exchanged for the same number of Class A shares, with an equal number of Class B shares cancelled. It also notes Winkelried’s November 2025 charitable gift of 238,984 Class A shares and a new 376,961‑unit RSU award granted to him, vesting in thirds on January 13 of 2029, 2030 and 2031, subject to continued service, retirement, termination and change‑in‑control provisions.

Key Figures

TPG GP A beneficial ownership: 217,809,708 Class A shares James G. Coulter beneficial ownership: 220,181,056 Class A shares Jon Winkelried beneficial ownership: 218,673,249 Class A shares +4 more

7 metrics

TPG GP A beneficial ownership 217,809,708 Class A shares Approximately 57.7% of Class A shares under Rule 13d-3

James G. Coulter beneficial ownership 220,181,056 Class A shares Approximately 58.3% of Class A shares under Rule 13d-3

Jon Winkelried beneficial ownership 218,673,249 Class A shares Approximately 57.9% of Class A shares under Rule 13d-3

Total Class A share base 377,706,381 shares Outstanding or issuable Class A shares basis for ownership percentages

Q2 2026 Exchange size 6,042,619 Common Units Exchanged for an equal number of Class A shares; equal Class B cancelled

Winkelried RSU award 376,961 RSUs Granted January 13, 2026; vesting in thirds 2029, 2030, 2031

Charitable share gift 238,984 Class A shares Bona fide gift by Jon Winkelried on November 19, 2025

Key Terms

Common Units, Class B Common Stock, RSUs, Exchange Agreement, +2 more

6 terms

Common Units financial

"6,042,619 Common Units were ultimately distributed to certain partners of TPG Partner Holdings, L.P. and the API Entities"

Common units are the basic ownership stakes in a company, limited partnership, or trust that function like common stock: they give holders a claim on profits and often voting rights. Think of them as the ordinary seats at a table—the most directly affected by the business’s success or failure, so they typically offer higher upside but carry greater risk than preferred claims or creditors, which matters to investors evaluating potential return and safety.

Class B Common Stock financial

"217,809,708 shares of Class A Common Stock issuable upon exchange of 217,809,708 Common Units and the cancellation of a corresponding number of shares of Class B Common Stock"

A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.

RSUs financial

"The Award was granted on January 13, 2026, and is a grant of 376,961 restricted stock units ("RSUs") under the Issuer's Omnibus Equity Incentive Plan"

RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.

Exchange Agreement financial

"Pursuant to the Exchange Agreement, on May 14, 2026, 6,042,619 Common Units were ultimately distributed"

change in control financial

"In the event of a change in control where the unvested portion of the Award is not assumed, any then unvested portion will immediately vest"

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

qualifying termination financial

"A qualifying termination for this purpose would include a termination without cause, resignation for good reason, death or disability"

05/18/2026 - 05:00 PM

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 8)

TPG Inc.

(Name of Issuer)

Class A Common Stock, $0.001 par value per share

(Title of Class of Securities)

872657101

(CUSIP Number)

Jennifer L. Chu
TPG Inc., 301 Commerce Street, Suite 3300
Fort Worth, TX, 76102
817-871-4000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

05/14/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

Item 1.

Security and Issuer

(a)

Title of Class of Securities:

Class A Common Stock, $0.001 par value per share

(b)

Name of Issuer:

TPG Inc.

(c)

Address of Issuer's Principal Executive Offices:

301 Commerce Street, Suite 3300, Fort Worth, TEXAS , 76102.

Item 1 Comment:

This Amendment No. 8 (this "Amendment") amends and supplements the Schedule 13D filed by the Reporting Persons on November 2, 2023, as amended and supplemented by Amendment No. 1 filed on December 4, 2023, Amendment No. 2 filed on February 28, 2024, Amendment No. 3 filed on March 4, 2024, Amendment No. 4 filed on November 18, 2024, Amendment No. 5 filed on February 25, 2025, Amendment No. 6 filed on May 22, 2025 and Amendment No. 7 filed on August 20, 2025 (as so amended, the "Original Schedule 13D" and, as amended and supplemented by this Amendment, the "Schedule 13D"), with respect to the shares of Class A Common Stock. Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D.

Item 2.

Identity and Background

(a)

This Amendment amends and restates the second through fifth paragraphs of Item 2(a) of the Original Schedule 13D in their entirety as set forth below: "TPG GP A is the managing member of each of (i) TPG Group Holdings (SBS) Advisors, LLC, a Delaware limited liability company, and (ii) Alabama Investments (Parallel) GP, LLC, a Delaware limited liability company. TPG Group Holdings (SBS) Advisors, LLC is the general partner of TPG Group Holdings (SBS), L.P., a Delaware limited partnership, which directly holds 172,846,943 shares of Class B common stock, $0.001 par value per share ("Class B Common Stock"), of the Issuer. Alabama Investments (Parallel) GP, LLC is the general partner of each of (i) Alabama Investments (Parallel), LP, a Delaware limited partnership that directly holds 37,962,935 Common Units and a corresponding number of shares of Class B Common Stock, (ii) Alabama Investments (Parallel) Founder A, LP, a Delaware limited partnership that directly holds 665,000 Common Units and a corresponding number of shares of Class B Common Stock, and (iii) Alabama Investments (Parallel) Founder G, LP, a Delaware limited partnership (together with Alabama Investments (Parallel), LP and Alabama Investments (Parallel) Founder A, LP, the "API Entities") that directly holds 962,500 Common Units and a corresponding number of shares of Class B Common Stock. The Peppertree Holders (as defined below) directly hold an aggregate of 5,372,330 Common Units and an equal number of shares of Class B Common Stock. As a result of the agreements entered into by the Peppertree Holders, TPG GP A may be deemed to be the beneficial owner of the Common Units and shares of Class B Common Stock directly held by the Peppertree Holders. Excluding the securities beneficially owned by TPG Group Holdings (SBS), L.P., the API Entities and the Peppertree Holders, Mr. Coulter beneficially owns directly or indirectly 2,371,348 shares of Class A Common Stock, and Mr. Winkelried beneficially owns directly or indirectly 863,541 shares of Class A Common Stock. TPG GP A is owned by its members (collectively, the "Control Group"), whether directly or indirectly through entities owned or controlled by them. The Control Group is currently comprised of Messrs. Coulter, Winkelried, Davis and Sisitsky and makes decisions by a majority vote, subject to certain rights of Messrs. Coulter and Winkelried. Because of the relationship of Messrs. Coulter and Winkelried to TPG GP A, each of Messrs. Coulter and Winkelried may be deemed to be the beneficial owner of the Common Units and shares of Class B Common Stock beneficially owned by TPG GP A, TPG Group Holdings (SBS), L.P., the API Entities and the Peppertree Holders. Messrs. Coulter and Winkelried disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein."

(b)

This Amendment amends and restates Item 2(b) of the Original Schedule 13D in its entirety as set forth below: "The business address of each Reporting Person is c/o TPG Inc., 301 Commerce Street, Suite 3300, Fort Worth, Texas 76102. The following list includes the name, residence or business address and present principal occupation or employment of each director, executive officer and controlling person of TPG GP A (the "TPG GP A Officers"). All addresses are c/o TPG Inc., 301 Commerce Street, Suite 3300, Fort Worth, Texas 76102. James G. Coulter (Executive Chairman) Jon Winkelried (Chief Executive Officer) Jack Weingart (Chief Financial Officer) Todd Sisitsky (President) Anilu Vazquez-Ubarri (Chief Operating Officer) Jennifer L. Chu (General Counsel) Joann Harris (Chief Compliance Officer) Martin Davidson (Chief Accounting Officer) Steven A. Willmann (Treasurer) Jean-Baptiste Garcia (Vice President) Matthew White (Vice President)"

Item 4.

Purpose of Transaction

This Amendment amends and supplements Item 4 of the Original Schedule 13D by inserting the following before the penultimate paragraph: "November 2025 Charitable Donation On November 19, 2025, Mr. Winkelried made a bona fide gift of 238,984 shares of Class A Common Stock to a charitable organization for which no payment or consideration was received. Q2 2026 Exchange Pursuant to the Exchange Agreement, on May 14, 2026, 6,042,619 Common Units were ultimately distributed to certain partners of TPG Partner Holdings, L.P. and the API Entities in connection with the exchange by such partners of those Common Units for an equal number of shares of Class A Common Stock and the cancellation of an equal number of shares of Class B Common Stock (the "Q2 2026 Exchange")."

Item 5.

Interest in Securities of the Issuer

(a)

This Amendment amends and restates the second paragraph of Item 5 of the Original Schedule 13D in its entirety as set forth below: "(a)-(b) The following sentence is based on a total of 377,706,381 shares of Class A Common Stock outstanding, which is the sum of the (i) 153,854,054 shares of Class A Common Stock outstanding as of April 28, 2026, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the Commission on May 1, 2026, (ii) 6,042,619 shares of Class A Common Stock issued in connection with the Q2 2026 Exchange, and (iii) 217,809,708 shares of Class A Common Stock issuable upon exchange of 217,809,708 Common Units and the cancellation of a corresponding number of shares of Class B Common Stock. Pursuant to Rule 13d-3 under the Act, TPG GP A may be deemed to beneficially own 217,809,708 shares of Class A Common Stock, which constitutes approximately 57.7% of the outstanding shares of Class A Common Stock; Mr. Coulter may be deemed to beneficially own 220,181,056 shares of Class A Common Stock, which constitutes approximately 58.3% of the outstanding shares of Class A Common Stock; and Mr. Winkelried may be deemed to beneficially own 218,673,249 shares of Class A Common Stock, which constitutes approximately 57.9% of the outstanding shares of Class A Common Stock."

(b)

See response to Item 5(a) above.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

This Amendment amends and supplements Item 6 of the Original Schedule 13D by inserting the following before the final paragraph: "In addition to RSUs granted to the Issuer's executive officers as part of their annual compensation, including Mr. Coulter and Mr. Winkelried, as described in the Issuer's Proxy Statement on Schedule 14A for the year ending December 31, 2025, filed by the Issuer with the Commission on April 21, 2026, on December 18, 2025, the independent Compensation Committee of the Issuer's board of directors approved a long-term performance incentive award for Mr. Winkelried (the "Award"). The purposes of the Award are to encourage retention, align Mr. Winkelried's total incentives to market in a manner consistent with the Committee's view of his extraordinary performance and incentivize future performance and shareholder value creation. The Award was granted on January 13, 2026, and is a grant of 376,961 restricted stock units ("RSUs") under the Issuer's Omnibus Equity Incentive Plan (the "Plan"). Each RSU represents a contingent right to receive one share of Class A Common Stock when the applicable vesting conditions are satisfied. Provided that Mr. Winkelried continues to provide services to the Issuer or its affiliates through the applicable service vesting date, the RSUs are scheduled to vest 33% on each of January 13, 2029, 2030 and 2031 (each, an "RSU Vesting Date") and will be settled promptly following the applicable RSU Vesting Date, subject to accelerated vesting and settlement as described below. If Mr. Winkelried voluntarily terminates service without good reason and in a manner that does not constitute an orderly retirement any time prior to the final RSU Vesting Date, any then unvested portion of the Award will be automatically forfeited upon such termination. If Mr. Winkelried effects an orderly retirement prior to January 13, 2028, he will receive vesting credit through the next scheduled vesting date. If Mr. Winkelried effects an orderly retirement on or after January 13, 2028 or if his service is at any time terminated in a manner that constitutes a qualifying termination, any then unvested portion of the Award will be treated in the same manner as equity awards granted under the Plan are otherwise treated pursuant to Mr. Winkelried's employment agreement. A qualifying termination for this purpose would include a termination without cause, resignation for good reason, death or disability. For purposes of the Award, orderly retirement, cause, good reason and disability have the meanings set forth in Mr. Winkelried's employment agreement. In the event of a change in control where the unvested portion of the Award is not assumed, any then unvested portion will immediately vest. In the event of a change in control where the unvested portion of the Award is assumed, the Award will continue to vest on the existing vesting terms; provided that if Mr. Winkelried experiences a qualifying termination or effects an orderly retirement following the change in control, any then unvested portion of the Award will immediately vest. The Award is subject to the Issuer's recoupment policy and, to the extent applicable, the Issuer's Dodd-Frank clawback policy. Dividend equivalents are paid on unvested RSUs when the dividend occurs."

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

TPG GP A, LLC

Signature:	/s/ Matthew White
Name/Title:	Matthew White / Vice President
Date:	05/18/2026

Coulter James G.

Signature:	/s/ Gerald Neugebauer
Name/Title:	Gerald Neugebauer, on behalf of James G. Coulter (1)
Date:	05/18/2026

Winkelried Jon

Signature:	/s/ Gerald Neugebauer
Name/Title:	Gerald Neugebauer, on behalf of Jon Winkelried (2)
Date:	05/18/2026

Comments accompanying signature:

(1) Gerald Neugebauer is signing on behalf of Mr. Coulter pursuant to an authorization and designation letter dated January 10, 2024, which was previously filed with the Commission as an exhibit to a Form 4 filed by Mr. Coulter on February 7, 2024 (SEC File No. 001-41617). (2) Gerald Neugebauer is signing on behalf of Mr. Winkelried pursuant to an authorization and designation letter dated January 10, 2024, which was previously filed with the Commission as an exhibit to a Form 4 filed by Mr. Winkelried on February 7, 2024 (SEC File No. 001-41617).

Source: View Original Filing on SEC EDGAR

FAQ

How many TPG Inc. (TPG) shares are beneficially owned by TPG GP A, LLC?

TPG GP A may be deemed to beneficially own 217,809,708 Class A shares. This represents approximately 57.7% of the total 377,706,381 Class A shares, including shares issuable upon exchange of Common Units and cancellation of corresponding Class B shares.

What is James G. Coulter’s beneficial ownership in TPG Inc. (TPG)?

James G. Coulter may be deemed to beneficially own 220,181,056 Class A shares. This equals about 58.3% of the Class A stock, combining his direct and indirect holdings and interests attributed under Rule 13d‑3 in entities affiliated with TPG GP A.

What is Jon Winkelried’s beneficial ownership stake in TPG Inc. (TPG)?

Jon Winkelried may be deemed to beneficially own 218,673,249 Class A shares. This corresponds to roughly 57.9% of the Class A shares, including 863,541 shares he holds directly or indirectly plus interests attributed through TPG GP A and related entities.

What is the Q2 2026 Exchange described in the TPG (TPG) Schedule 13D/A?

The Q2 2026 Exchange involved 6,042,619 Common Units. These units were exchanged by certain partners for an equal number of Class A shares, with the same number of Class B shares cancelled, affecting the share mix underlying reported beneficial ownership.

What long-term RSU award did TPG Inc. (TPG) grant to Jon Winkelried?

TPG granted Jon Winkelried 376,961 restricted stock units under its equity plan. Each RSU represents one Class A share, vesting 33% on January 13 of 2029, 2030 and 2031, subject to continued service, retirement, termination and change‑in‑control provisions.