TPG partners exchange 6.55M units for Class A shares

Available on EDGAR 11/12/2026 - 04:11 PM EST Accepted by SEC EDGAR 11/12/2026 - 04:10 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

TPG Inc. (TPG) reported that, on November 9, 2026, certain partners exchanged 6,545,340 Common Units for the same number of Class A Common Stock shares, and an equal number of Class B Common Stock shares were cancelled.

TPG GP A may be deemed to beneficially own 204,303,570 Class A shares (54.0%); Executive Chairman James G. Coulter, 206,714,316 shares (54.6%); and Chief Executive Officer Jon Winkelried, 205,167,111 shares (54.2%). The percentages use a 378,292,329-share calculation that includes Class A shares outstanding, shares issued in the exchange, and shares issuable upon exchange of Common Units. Coulter and Winkelried disclaim beneficial ownership of certain securities except to the extent of their pecuniary interest.

Filing Explained

The amendment says TPG GP A is owned by a control group comprising James G. Coulter, Jon Winkelried and Kelvin Davis, which makes decisions by majority vote subject to certain rights of Coulter and Winkelried, and it also attributes shared beneficial ownership to Coulter and Winkelried because of their relationships to TPG GP A.

Key Figures

Common Units exchanged: 6,545,340 Common Units TPG GP A deemed beneficial ownership: 204,303,570 Class A shares James G. Coulter deemed beneficial ownership: 206,714,316 Class A shares +5 more

8 metrics

Common Units exchanged 6,545,340 Common Units Q4 2026 Exchange on November 9, 2026

TPG GP A deemed beneficial ownership 204,303,570 Class A shares 54.0% of the stated share-count calculation

James G. Coulter deemed beneficial ownership 206,714,316 Class A shares 54.6% of the stated share-count calculation

Jon Winkelried deemed beneficial ownership 205,167,111 Class A shares 54.2% of the stated share-count calculation

Share-count calculation 378,292,329 Class A shares Basis for the reported beneficial ownership percentages

TPG GP A beneficial ownership percentage 54.0% Based on the stated 378,292,329-share calculation

James G. Coulter beneficial ownership percentage 54.6% Based on the stated 378,292,329-share calculation

Jon Winkelried beneficial ownership percentage 54.2% Based on the stated 378,292,329-share calculation

Key Terms

Common Units, beneficial ownership, Rule 13d-3, pecuniary interest, +1 more

5 terms

Common Units financial

"204,303,570 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.

beneficial ownership regulatory

"may be deemed to beneficially own"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

Rule 13d-3 regulatory

"Pursuant to Rule 13d-3 under the Act"

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.

pecuniary interest financial

"except to the extent of their pecuniary interest therein"

Class B Common Stock financial

"cancellation of an equal 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What happened in TPG's Q4 2026 Exchange?

Certain partners exchanged 6,545,340 Common Units for the same number of Class A Common Stock shares on November 9, 2026. An equal number of Class B Common Stock shares were cancelled.

How many TPG shares did the reporting persons report as beneficially owned?

TPG GP A may be deemed to beneficially own 204,303,570 shares (54.0%), James G. Coulter 206,714,316 shares (54.6%), and Jon Winkelried 205,167,111 shares (54.2%). The percentages use a 378,292,329-share calculation that includes shares issuable upon exchange of Common Units.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 10)

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)

11/09/2026

(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 204,303,570.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 204,303,570.00

11

Aggregate amount beneficially owned by each reporting person

204,303,570.00

12

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

13

Percent of class represented by amount in Row (11)

54.0 %

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 378,292,329 shares of Class A Common Stock (as defined below) outstanding, which is the sum of the (i) 167,443,419 shares of Class A Common Stock outstanding as of October 30, 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 November 3, 2026, (ii) 6,545,340 shares of Class A Common Stock issued in connection with the Q4 2026 Exchange (as defined below), and (iii) 204,303,570 shares of Class A Common Stock issuable upon exchange of 204,303,570 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 204,303,570.00
9	Sole Dispositive Power 2,410,746.00
10	Shared Dispositive Power 204,303,570.00

11

Aggregate amount beneficially owned by each reporting person

206,714,316.00

12

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

13

Percent of class represented by amount in Row (11)

54.6 %

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 378,292,329 shares of Class A Common Stock outstanding, which is the sum of the (i) 167,443,419 shares of Class A Common Stock outstanding as of October 30, 2026, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the Commission on November 3, 2026, (ii) 6,545,340 shares of Class A Common Stock issued in connection with the Q4 2026 Exchange, and (iii) 204,303,570 shares of Class A Common Stock issuable upon exchange of 204,303,570 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 204,303,570.00
9	Sole Dispositive Power 863,541.00
10	Shared Dispositive Power 204,303,570.00

11

Aggregate amount beneficially owned by each reporting person

205,167,111.00

12

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

13

Percent of class represented by amount in Row (11)

54.2 %

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 378,292,329 shares of Class A Common Stock outstanding, which is the sum of the (i) 167,443,419 shares of Class A Common Stock outstanding as of October 30, 2026, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the Commission on November 3, 2026, (ii) 6,545,340 shares of Class A Common Stock issued in connection with the Q4 2026 Exchange, and (iii) 204,303,570 shares of Class A Common Stock issuable upon exchange of 204,303,570 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. 10 (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, Amendment No. 8 filed on May 18, 2026 and Amendment No. 9 filed on August 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 165,905,807 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 31,835,433 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 385,000 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 805,000 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. 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. James G. Coulter, Jon Winkelried and Kelvin Davis 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) Axel Andre (Chief Financial Officer) 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: "Q4 2026 Exchange Pursuant to the Exchange Agreement, on November 9, 2026, 6,545,340 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 "Q4 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 378,292,329 shares of Class A Common Stock outstanding, which is the sum of the (i) 167,443,419 shares of Class A Common Stock outstanding as of October 30, 2026, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the Commission on November 3, 2026, (ii) 6,545,340 shares of Class A Common Stock issued in connection with the Q4 2026 Exchange, and (iii) 204,303,570 shares of Class A Common Stock issuable upon exchange of 204,303,570 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 204,303,570 shares of Class A Common Stock, which constitutes approximately 54.0% of the outstanding shares of Class A Common Stock; Mr. Coulter may be deemed to beneficially own 206,714,316 shares of Class A Common Stock, which constitutes approximately 54.6% of the outstanding shares of Class A Common Stock; and Mr. Winkelried may be deemed to beneficially own 205,167,111 shares of Class A Common Stock, which constitutes approximately 54.2% 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:	11/12/2026

Coulter James G.

Signature:	/s/ Gerald Neugebauer
Name/Title:	Gerald Neugebauer, on behalf of James G. Coulter (1)
Date:	11/12/2026

Winkelried Jon

Signature:	/s/ Gerald Neugebauer
Name/Title:	Gerald Neugebauer, on behalf of Jon Winkelried (2)
Date:	11/12/2026

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).