What total Class A share count did the filing use to calculate percentages?

The filing uses a total of 371,265,314 Class A shares outstanding to compute ownership percentages.

TPG insiders hold >60% Class A; Peppertree acquisition and executive RSUs disclosed

Q: What did the Peppertree acquisition involve and what is the earnout exposure?

On July 1, 2025 TPG acquired Peppertree, issuing 5,372,330 Common Units and equal shares of Class B Common Stock, with an earnout of up to $300.0 million payable in cash, Common Units or Class A shares at the Issuer's election.

Q: What equity awards were granted to James G. Coulter in this filing?

Mr. Coulter was granted 321,389 RSUs and 482,083 PRSUs on August 19, 2025, subject to multi-year service vesting and market-price performance hurdles ranging from $90.98 to $121.30 per share.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

SCHEDULE 13D/A

Rhea-AI Filing Summary

TPG GP A, James G. Coulter and Jon Winkelried report consolidated beneficial ownership exceeding 60% of TPG Inc.'s Class A shares. The filing states 225,077,574 Class A shares are deemed beneficially owned by TPG GP A (approximately 60.6%) with Mr. Coulter and Mr. Winkelried reported as beneficial owners of approximately 61.2% and 60.8%, respectively, based on a stated total of 371,265,314 Class A shares.

The filing discloses the July 1, 2025 acquisition of Peppertree, which included issuance of 5,372,330 Common Units and equal shares of Class B stock and an earnout of up to $300.0 million. It also reports a Q3 2025 Exchange that converted 5,153,040 Common Units into Class A shares, a bona fide gift by Mr. Coulter of 200,000 Class A shares to charity, and a long-term equity award granted to Mr. Coulter consisting of 321,389 RSUs and 482,083 PRSUs subject to multi-year service and market-price hurdles.

Positive

Majority economic interest: Reporting persons beneficially own ~60.6% of Class A shares, providing clear control and decision-making alignment.
Peppertree acquisition completed with 5,372,330 Common Units issued, bringing strategic consolidation of Peppertree's business.
Executive incentives aligned to long-term stock performance: Mr. Coulter received 321,389 RSUs and 482,083 PRSUs with multi-year service and market-price vesting conditions.

Negative

High ownership concentration: Combined beneficial ownership above 60% limits influence of public minority shareholders.
Potential dilution and cash exposure from earnout: Up to $300.0 million earnout payable in cash, Common Units or Class A shares could dilute existing shareholders or require cash outlay.
Substantial shares issuable upon exchange: 225,077,574 shares issuable upon exchange of Common Units are included in ownership calculations and affect outstanding share base.

Insights

TL;DR: Reporting group controls a majority of Class A stock; transactions change share count and include earnout exposure.

TPG GP A's reported beneficial ownership of 225,077,574 shares, representing ~60.6% of Class A, indicates effective control of public Class A voting power when combined with related holders. The Peppertree Acquisition added 5,372,330 Common Units and a potential $300.0 million earnout that could be paid in cash, Common Units or Class A shares, creating potential dilution or cash outflow depending on form of consideration. The Q3 2025 Exchange increased Class A outstanding by 5,153,040 shares. Material items to quantify for valuation models are the current share count basis (371,265,314) and the maximum earnout exposure.

TL;DR: Concentrated ownership and voting arrangements raise governance implications for minority shareholders.

The filing details voting arrangements giving TPG GP A exclusive voting of shares received in the Peppertree transaction until the Sunset and describes the Control Group governance structure. With >60% beneficial ownership by insiders and related entities and exclusive proxy voting for Peppertree consideration, minority shareholder influence on corporate decisions is limited. The Award to Mr. Coulter includes time-based RSUs and performance PRSUs with high price hurdles, aligning executive pay to long-term stock performance but also creating potential future dilution if earned and settled in shares.

08/20/2025 - 07:14 PM

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)

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)

08/18/2025

(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. 7 (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 and Amendment No. 6 filed on May 22, 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 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 177,872,720 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 40,030,024 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 752,500 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 1,050,000 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 2,270,886 shares of Class A Common Stock, and Mr. Winkelried beneficially owns directly or indirectly 682,757 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."

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: "Peppertree Acquisition On July 1, 2025, TPG completed its acquisition (the "Peppertree Acquisition") of the business of Peppertree Capital Management, Inc. ("Peppertree") for closing consideration that included 5,372,330 Common Units and an equal number of shares of Class B Common Stock. In addition, upon the satisfaction of certain fee-related revenue and fundraising targets by Peppertree, certain Peppertree parties will be entitled to an earnout payment of up to $300.0 million payable, at the Issuer's election and subject to certain limitations, in cash, Common Units (including an equal number of shares of Class B Common Stock) or a combination thereof. In connection with the Peppertree Acquisition, the Peppertree parties that became holders of Common Units (the "Peppertree Holders") (i) joined the Investor Rights Agreement and Exchange Agreement and therefore are entitled, subject to the terms of those agreements, to have their Common Units exchanged for cash from a substantially concurrent primary equity offering or, at the Issuer's option, shares of Class A Common Stock, and (ii) agreed that, until the Sunset, TPG GP A (or its designee) shall have the exclusive right (and be irrevocably appointed as proxy) to vote all shares of Class B Common Stock received as consideration in the Peppertree Acquisition on all matters submitted to the vote of the Issuer's stockholders. August 2025 Charitable Donation On August 14, 2025, Mr. Coulter made a bona fide gift of 200,000 shares of Class A Common Stock to a charitable organization for which no payment or consideration was received. Q3 2025 Exchange Pursuant to the Exchange Agreement, on August 19, 2025, 5,153,040 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 2025 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 371,265,314 shares of Class A Common Stock outstanding, which is the sum of the (i) 141,034,700 shares of Class A Common Stock outstanding as of August 4, 2025, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the Commission on August 6, 2025, (ii) 5,153,040 shares of Class A Common Stock issued in connection with the Q3 2025 Exchange, and (iii) 225,077,574 shares of Class A Common Stock issuable upon exchange of 225,077,574 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 225,077,574 shares of Class A Common Stock, which constitutes approximately 60.6% of the outstanding shares of Class A Common Stock; Mr. Coulter may be deemed to beneficially own 227,348,460 shares of Class A Common Stock, which constitutes approximately 61.2% of the outstanding shares of Class A Common Stock; and Mr. Winkelried may be deemed to beneficially own 225,760,331 shares of Class A Common Stock, which constitutes approximately 60.8% 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, 2024, filed by the Issuer with the Commission on April 23, 2025, on July 29, 2025, the independent Compensation Committee of the Issuer's board of directors approved a long-term performance incentive award for Mr. Coulter (the "Award"). The Award is intended to incentivize Mr. Coulter to drive stockholder value in a manner that is aligned with stockholder interests, including by recognizing his role in the establishment of the Firm's Impact platform and incentivizing his continued leadership of the platform. The Award was granted on August 19, 2025, and is a grant of 321,389 restricted stock units ("RSUs") and 482,083 performance stock units ("PRSUs") under the Issuer's Omnibus Equity Incentive Plan (the "Plan"). Each RSU and PRSU represents a contingent right to receive one share of Class A Common Stock when the applicable vesting conditions are satisfied. Provided that Mr. Coulter continues to provide services to the Issuer or its affiliates through the applicable service vesting date, (i) the RSUs are scheduled to vest 25% on each of July 15, 2026, 2027, 2028 and 2029 (each, an "RSU Vesting Date"), and (ii) the PRSUs are scheduled to service vest 20% on each of July 15, 2026, 2027, 2028, 2029 and 2030, and are only earned upon achievement of a stock price vesting condition that will be met when the 30-trading day volume weighted average trading price of a share of Class A Common Stock meets or exceeds certain stock price hurdles (each, a "Market Price Performance Hurdle"). 25% of each service vesting tranche of the PRSUs are eligible to be earned and vest following achievement of four Class A Common Stock prices: $90.98, $101.29, $110.99 and $121.30. These stock price hurdles represent premiums of 150%, 167%, 183% and 200% of the closing price of a share of Class A Common Stock on the date of grant. The Market Price Performance Hurdle for the PRSUs with respect to the 150% premium must be achieved by July 15, 2030, and the Market Price Performance Hurdle for the other PRSUs must be achieved by July 15, 2031 (the "Performance Periods"). If the applicable Market Price Performance Hurdle is not achieved during the applicable Performance Period, the applicable PRSUs will be forfeited. Vested RSUs will be settled promptly following the applicable RSU Vesting Date, any PRSUs that vest prior to July 15, 2030 will be settled promptly following July 15, 2030, and any PRSUs that vest after July 15, 2030 will be settled promptly following July 15, 2031, subject to accelerated settlement in the event of death or a termination of employment following a change in control of the Issuer (or upon a change in control if the Award is not assumed). Upon Mr. Coulter's termination of service, any then unvested portion of the Award will be automatically forfeited; provided that in the case of an involuntary termination without cause, a resignation for good reason or termination due to death or disability, Mr. Coulter will receive credit for service vesting through the next scheduled service vesting date after his date of termination for both RSUs and PRSUs, and service-vested PRSUs (including those credited at termination) will remain eligible to vest if the applicable Market Price Performance Hurdle is achieved during the applicable Performance Period. For purposes of the RSUs and PRSUs, cause, good reason and disability have the meanings as set forth in Mr. Coulter's employment agreement. In the event of a change in control where the RSUs and PRSUs are not assumed, the performance condition for the PRSUs will be assessed based on the Class A Common Stock price at the change in control, and the RSUs and PRSUs will be deemed service vested. In the event of a change in control where the RSUs and PRSUs are assumed, the performance condition for the PRSUs will be assessed based on the Class A Common Stock price at the change in control and the RSUs and PRSUs will continue vesting on existing service vesting terms; provided that if Mr. Coulter is terminated without cause, resigns for good reason or is terminated due to death or disability within 12 months of the change in control, the RSUs and PRSUs will be deemed service vested. 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 vested and unvested RSUs when the dividend occurs. Dividend equivalents accrue for vested and unvested PRSUs and are paid only if and when both the applicable service and performance vesting conditions are satisfied."

Item 7.

Material to be Filed as Exhibits.

This Amendment amends and restates Item 7 of the Original Schedule 13D in its entirety as set forth below: "1 Agreement of Joint Filing by TPG Group Holdings (SBS) Advisors, Inc., TPG GP A, LLC, TPG Advisors VII, Inc., TPG Advisors VI, Inc., TPG Advisors VI-AIV, Inc., TPG Asia Advisors VI, Inc., David Bonderman, James G. Coulter, Jon Winkelried and Karl Peterson dated as of January 18, 2022 (incorporated herein by reference to Exhibit 1 to Amendment No. 4 to Schedule 13D filed by TPG GP A, LLC, David Bonderman, James G. Coulter and Jon Winkelried on January 18, 2022 with respect to the shares of common stock of Allogene Therapeutics, Inc.). 2. Transaction Agreement, dated May 14, 2023, among TPG Inc., TPG Operating Group II, L.P., TPG GP A, LLC, Angelo, Gordon & Co., L.P., AG Funds, L.P., AG Partner Investments, L.P., Alabama Investments (Parallel) Founder A L.P., Alabama Investments (Parallel) Founder G L.P., Alabama Investments (Parallel), LP, AG GP, LLC and Michael Gordon 2011 Revocable Trust (incorporated by reference to Exhibit 2.1 to the Issuer's Current Report on Form 8-K filed with the Commission on May 15, 2023). 3. Amendment No. 1 to Transaction Agreement, dated October 3, 2023, among TPG Inc., TPG Operating Group II, L.P., TPG GP A, LLC, Angelo, Gordon & Co., L.P., AG Funds, L.P., AG Partner Investments, L.P., Alabama Investments (Parallel) Founder A L.P., Alabama Investments (Parallel) Founder G L.P., Alabama Investments (Parallel), LP, AG GP, LLC and Michael Gordon 2011 Revocable Trust (incorporated by reference to Exhibit 2.2 to the Issuer's Current Report on Form 8-K filed with the Commission on November 2, 2023). 4. Amendment No. 2 to Transaction Agreement, dated October 31, 2023, among TPG Inc., TPG Operating Group II, L.P., TPG GP A, LLC, Angelo, Gordon & Co., L.P., AG Funds, L.P., AG Partner Investments, L.P., Alabama Investments (Parallel) Founder A L.P., Alabama Investments (Parallel) Founder G L.P., Alabama Investments (Parallel), LP, AG GP, LLC and Michael Gordon 2011 Revocable Trust (incorporated by reference to Exhibit 2.3 to the Issuer's Current Report on Form 8-K filed with the Commission on November 2, 2023). 5. Second Amended and Restated Limited Liability Company Agreement of TPG GP A, LLC, dated as of November 1, 2023, among TPG Inc. and the members of TPG GP A, LLC party thereto (incorporated by reference to Exhibit 10.4 to the Issuer's Current Report on Form 8-K, filed with the Commission on November 2, 2023). 6. Amended and Restated Exchange Agreement, dated as of November 1, 2023, among TPG Inc., TPG OpCo Holdings, L.P., TPG Operating Group I, L.P., TPG Operating Group II, L.P., TPG Operating Group III, L.P. and each of the other persons party thereto (incorporated by reference to Exhibit 10.2 to the Issuer's Current Report on Form 8-K filed with the Commission on November 2, 2023). 7. Amended and Restated Investor Rights Agreement, dated as of November 1, 2023, among TPG Inc., TPG Operating Group I, L.P., TPG Operating Group II, L.P., TPG Operating Group III, L.P., TPG Group Holdings (SBS), L.P., TPG New Holdings, LLC, TPG Partner Holdings, L.P. and each of the other persons party thereto (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the Commission on November 2, 2023). 8. Seventh Amended and Restated Limited Partnership Agreement of TPG Operating Group II, L.P., dated as of November 1, 2023, among TPG Holdings II-A, LLC and the limited partners of TPG Operating Group II, L.P. 9. Amended and Restated Tax Receivable Agreement, dated as of November 1, 2023, among TPG Inc., TPG OpCo Holdings, L.P., TPG Operating Group I, L.P., TPG Operating Group II, L.P., TPG Operating Group III, L.P. and each of the other persons party thereto (incorporated by reference to Exhibit 10.3 to the Issuer's Current Report on Form 8-K filed with the Commission on November 2, 2023). 10. Employment Agreement, dated as of December 15, 2021, among TPG Global, LLC, TPG Holdings, L.P., TPG Partner Holdings, L.P., TPG Group Advisors (Cayman), Inc. and Jon Winkelried (incorporated by reference to Exhibit 10.15 to the Issuer's Annual Report on Form 10-K, filed on March 29, 2022). 11. Underwriting Agreement, dated February 26, 2024 by and among TPG Inc., the underwriters listed in Schedule 1 thereto and the stockholders named in Schedule 2 thereto. 12. Form of Lock-Up Letter, by and among each of the selling stockholders listed in Schedule 2 to the Underwriting Agreement and the underwriters listed in Schedule 1 thereto (incorporated by reference to Exhibit A to Exhibit 11 to this Schedule 13D). 13. Employment Agreement, dated as of December 15, 2021, among TPG Global, LLC, TPG Holdings, L.P., TPG Partner Holdings, L.P., TPG Group Advisors (Cayman), Inc., TPG Partners, LLC and James G. Coulter (incorporated by reference to Exhibit 10.16 to the Issuer's Annual Report on Form 10-K, filed on March 29, 2022)."

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/ Martin Davidson
Name/Title:	Martin Davidson / Chief Accounting Officer
Date:	08/20/2025

Coulter James G.

Signature:	/s/ Gerald Neugebauer
Name/Title:	Gerald Neugebauer, on behalf of James G. Coulter (1)
Date:	08/20/2025

Winkelried Jon

Signature:	/s/ Gerald Neugebauer
Name/Title:	Gerald Neugebauer, on behalf of Jon Winkelried (2)
Date:	08/20/2025

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 Class A shares does TPG GP A beneficially own according to the Schedule 13D/A?

TPG GP A may be deemed to beneficially own 225,077,574 shares of Class A Common Stock, approximately 60.6% of the stated outstanding Class A shares.

What did the Peppertree acquisition involve and what is the earnout exposure?

On July 1, 2025 TPG acquired Peppertree, issuing 5,372,330 Common Units and equal shares of Class B Common Stock, with an earnout of up to $300.0 million payable in cash, Common Units or Class A shares at the Issuer's election.

What equity awards were granted to James G. Coulter in this filing?

Mr. Coulter was granted 321,389 RSUs and 482,083 PRSUs on August 19, 2025, subject to multi-year service vesting and market-price performance hurdles ranging from $90.98 to $121.30 per share.

Did any insider make a charitable donation noted in the filing?

Yes. On August 14, 2025 Mr. Coulter made a bona fide gift of 200,000 Class A Common Stock shares to a charitable organization.