TPG Inc. (TPG) co-founders are deemed to own a majority stake

Rhea-AI Filing Summary

TPG Inc. (TPG) discloses updated ownership information in an amendment to a Schedule 13D. TPG GP A, LLC may be deemed to beneficially own 210,848,910 shares of Class A common stock, or 55.8% of the class. Co-founders James G. Coulter and Jon Winkelried may be deemed to beneficially own 213,259,656 shares (56.4%) and 211,712,451 shares (56.0%), respectively, under Rule 13d-3.

The figures assume a total of 377,918,766 Class A shares, including 160,109,058 shares outstanding as of July 31, 2026, 6,960,798 shares issued in a Q3 2026 exchange, and 210,848,910 shares issuable upon exchange of an equal number of Common Units and cancellation of corresponding Class B shares. The amendment also describes how various TPG-related entities and partners hold Common Units and Class B stock.

Key Figures

TPG GP A beneficial ownership: 210,848,910 shares Coulter beneficial ownership: 213,259,656 shares Winkelried beneficial ownership: 211,712,451 shares +5 more

8 metrics

TPG GP A beneficial ownership 210,848,910 shares Shares of Class A common stock TPG GP A may be deemed to beneficially own

Coulter beneficial ownership 213,259,656 shares Class A shares James G. Coulter may be deemed to beneficially own

Winkelried beneficial ownership 211,712,451 shares Class A shares Jon Winkelried may be deemed to beneficially own

Ownership percentage TPG GP A 55.8 % Percent of Class A common stock TPG GP A may be deemed to own

Ownership percentage Coulter 56.4 % Percent of Class A common stock Coulter may be deemed to own

Ownership percentage Winkelried 56.0 % Percent of Class A common stock Winkelried may be deemed to own

Total Class A shares baseline 377,918,766 shares Total Class A shares assumed outstanding for ownership calculations

Q3 2026 Exchange issuance 6,960,798 shares Class A shares issued in exchange for 6,960,798 Common Units

Key Terms

Common Units, Class B Common Stock, Exchange Agreement, beneficially own, +1 more

5 terms

Common Units financial

"210,848,910 shares of Class A Common Stock issuable upon exchange of 210,848,910 Common Units"

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

"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.

Exchange Agreement financial

"Pursuant to the Exchange Agreement, on August 14, 2026, 6,960,798 Common Units"

A written deal in which two parties agree to swap assets, securities or obligations under set terms—think of it as a formal swap or trade contract. For investors it matters because such agreements can change who owns what, alter a company’s capital structure, affect future cash flows or dilute existing shares, and therefore influence value and risk in a straightforward, contract-driven way.

beneficially own financial

"TPG GP A may be deemed to beneficially own 210,848,910 shares of Class A"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

Rule 13d-3 regulatory

"Pursuant to Rule 13d-3 under the Act, TPG GP A may be deemed"

Rule 13d-3 defines who is treated as the beneficial owner of a company’s shares for U.S. securities disclosure rules — essentially anyone who has the power to vote or direct how shares are voted, or the power to buy or sell them, even if they don’t hold the certificates. For investors this matters because crossing certain ownership thresholds triggers public filing and disclosure obligations and signals potential control or influence, much like having the keys to a car implies you can drive it even if it’s registered to someone else.

FAQ

How much of TPG Inc. (TPG) does TPG GP A, LLC beneficially own after this amendment?

TPG GP A, LLC may be deemed to beneficially own 210,848,910 shares of TPG Inc. Class A common stock, representing approximately 55.8% of the outstanding Class A shares, based on a total of 377,918,766 shares as described.

What are James G. Coulter’s beneficial holdings in TPG Inc. (TPG) according to the filing?

James G. Coulter may be deemed to beneficially own 213,259,656 shares of TPG Inc. Class A common stock, equal to about 56.4% of the class, including both directly held shares and shares deemed owned through related entities.

What are Jon Winkelried’s beneficial holdings in TPG Inc. (TPG)?

Jon Winkelried may be deemed to beneficially own 211,712,451 shares of TPG Inc. Class A common stock, representing approximately 56.0% of the outstanding Class A shares, combining his directly or indirectly held shares with those deemed owned via affiliated entities.

How many TPG Inc. (TPG) Class A shares are assumed outstanding in this Schedule 13D/A?

The ownership percentages are calculated using 377,918,766 TPG Inc. Class A shares, comprising 160,109,058 shares outstanding as of July 31, 2026, 6,960,798 shares issued in the Q3 2026 Exchange, and 210,848,910 shares issuable upon exchange of Common Units.

What is the Q3 2026 Exchange described for TPG Inc. (TPG)?

In the Q3 2026 Exchange, 6,960,798 Common Units were exchanged by certain partners for an equal number of TPG Inc. Class A shares, with an equal number of Class B shares canceled, increasing outstanding Class A stock and reducing Class B.

How many shares are issuable upon exchange of Common Units of TPG Inc. (TPG)?

There are 210,848,910 TPG Inc. Class A shares issuable upon exchange of 210,848,910 Common Units, together with cancellation of a corresponding number of Class B shares, and these potential shares are included in the beneficial ownership calculations.

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Available on EDGAR 08/18/2026 - 06:14 PM Accepted by SEC EDGAR 08/18/2026 - 06:13 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 9)

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)

08/14/2026

(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).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 872657101

1

Name of reporting person

TPG GP A, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 210,848,910.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 210,848,910.00

11

Aggregate amount beneficially owned by each reporting person

210,848,910.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

55.8 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

The percentage beneficial ownership set forth in response to Item 13 above assumes that there is a total of 377,918,766 shares of Class A Common Stock (as defined below) outstanding, which is the sum of the (i) 160,109,058 shares of Class A Common Stock outstanding as of July 31, 2026, as reported in the Quarterly Report on Form 10-Q filed by the Issuer (as defined below) with the Securities and Exchange Commission (the "Commission") on August 4, 2026, (ii) 6,960,798 shares of Class A Common Stock issued in connection with the Q3 2026 Exchange (as defined below), and (iii) 210,848,910 shares of Class A Common Stock issuable upon exchange of 210,848,910 Common Units (as defined below) and the cancellation of a corresponding number of shares of Class B Common Stock (as defined below).

SCHEDULE 13D

CUSIP Number(s): 872657101

1

Name of reporting person

Coulter James G.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 2,410,746.00
8	Shared Voting Power 210,848,910.00
9	Sole Dispositive Power 2,410,746.00
10	Shared Dispositive Power 210,848,910.00

11

Aggregate amount beneficially owned by each reporting person

213,259,656.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

56.4 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

The percentage beneficial ownership set forth in response to Item 13 above assumes that there is a total of 377,918,766 shares of Class A Common Stock outstanding, which is the sum of the (i) 160,109,058 shares of Class A Common Stock outstanding as of July 31, 2026, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the Commission on August 4, 2026, (ii) 6,960,798 shares of Class A Common Stock issued in connection with the Q3 2026 Exchange, and (iii) 210,848,910 shares of Class A Common Stock issuable upon exchange of 210,848,910 Common Units and the cancellation of a corresponding number of shares of Class B Common Stock.

SCHEDULE 13D

CUSIP Number(s): 872657101

1

Name of reporting person

Winkelried Jon

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 863,541.00
8	Shared Voting Power 210,848,910.00
9	Sole Dispositive Power 863,541.00
10	Shared Dispositive Power 210,848,910.00

11

Aggregate amount beneficially owned by each reporting person

211,712,451.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

56 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

The percentage beneficial ownership set forth in response to Item 13 above assumes that there is a total of 377,918,766 shares of Class A Common Stock outstanding, which is the sum of the (i) 160,109,058 shares of Class A Common Stock outstanding as of July 31, 2026, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the Commission on August 4, 2026, (ii) 6,960,798 shares of Class A Common Stock issued in connection with the Q3 2026 Exchange, and (iii) 210,848,910 shares of Class A Common Stock issuable upon exchange of 210,848,910 Common Units and the cancellation of a corresponding number of shares of Class B Common Stock.

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. 9 (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, Amendment No. 7 filed on August 20, 2025 and Amendment No. 8 filed on May 18, 2026 (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 169,591,631 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 34,554,949 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 455,000 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 875,000 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 2,410,746 shares of Class A Common Stock, and Mr. Winkelried beneficially owns directly or indirectly 863,541 shares of Class A Common Stock."
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: "Q3 2026 Exchange Pursuant to the Exchange Agreement, on August 14, 2026, 6,960,798 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 "Q3 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 377,918,766 shares of Class A Common Stock outstanding, which is the sum of the (i) 160,109,058 shares of Class A Common Stock outstanding as of July 31, 2026, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the Commission on August 4, 2026, (ii) 6,960,798 shares of Class A Common Stock issued in connection with the Q3 2026 Exchange, and (iii) 210,848,910 shares of Class A Common Stock issuable upon exchange of 210,848,910 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 210,848,910 shares of Class A Common Stock, which constitutes approximately 55.8% of the outstanding shares of Class A Common Stock; Mr. Coulter may be deemed to beneficially own 213,259,656 shares of Class A Common Stock, which constitutes approximately 56.4% of the outstanding shares of Class A Common Stock; and Mr. Winkelried may be deemed to beneficially own 211,712,451 shares of Class A Common Stock, which constitutes approximately 56.0% of the outstanding shares of Class A Common Stock."
(b)	See response to Item 5(a) above.

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:	08/18/2026

Coulter James G.

Signature:	/s/ Gerald Neugebauer
Name/Title:	Gerald Neugebauer, on behalf of James G. Coulter (1)
Date:	08/18/2026

Winkelried Jon

Signature:	/s/ Gerald Neugebauer
Name/Title:	Gerald Neugebauer, on behalf of Jon Winkelried (2)
Date:	08/18/2026

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).