Amendment to a Schedule 13G filing reports that TPG GP A, LLC and principals James G. Coulter and Jon Winkelried do not beneficially own any ordinary shares of Viking Holdings Ltd. The filing explains TPG GP A's control chain through multiple TPG entities to TPG VII Valhalla, which directly held Ordinary Shares, and notes that TPG GP A and the two individuals may have been deemed to beneficially own those shares by virtue of that relationship, although each reporting person disclaims beneficial ownership except for any pecuniary interest. The cover-page items report 0.00 shares and 0.00% of the class for each reporting person, and the document is filed jointly under an Agreement of Joint Filing referenced as an exhibit.
Positive
Clear disclosure of the control chain from TPG GP A to TPG VII Valhalla, improving transparency
Explicit reporting of zero beneficial ownership (0.00 shares, 0.00%) for each reporting person reduces ambiguity
Negative
None.
Insights
TL;DR: Joint filing indicates no current beneficial ownership by TPG GP A, Coulter or Winkelried in Viking Holdings Ltd (0.00 shares, 0.00%).
The filing clarifies the control chain from TPG GP A through several affiliated entities to TPG VII Valhalla, which historically held Ordinary Shares. While the text states TPG GP A "may have been deemed" to beneficially own those shares and that Coulter and Winkelried could be similarly deemed, the explicit data on the cover pages record zero beneficial ownership and zero percent ownership for each reporting person. The joint-filing agreement is incorporated by reference, and customary disclaimers limit claimed beneficial ownership to pecuniary interest only. For investors this filing is largely informational and does not indicate an active ownership stake by these reporting persons in VIK.
TL;DR: Governance disclosure outlines complex ownership structure but reports no beneficial holdings by the named reporting persons.
The statement is consistent with routine Schedule 13G/A practice when control relationships exist across funds and general partners: it describes the chain of control linking TPG GP A to an entity that held Viking shares, while formally reporting nil beneficial ownership on the cover pages. The inclusion of disclaimers by Coulter and Winkelried and the joint-filing agreement exhibit are standard to clarify legal attribution versus economic ownership. Materially, this filing does not signal a change in control or a new stake in Viking Holdings Ltd.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
Viking Holdings Ltd
(Name of Issuer)
Ordinary Shares, $0.01 par value per share
(Title of Class of Securities)
G93A5A101
(CUSIP Number)
06/30/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
G93A5A101
1
Names of Reporting Persons
TPG GP A, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.00 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
G93A5A101
1
Names of Reporting Persons
James G. Coulter
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.00 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP No.
G93A5A101
1
Names of Reporting Persons
Jon Winkelried
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.00 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Viking Holdings Ltd
(b)
Address of issuer's principal executive offices:
94 Pitts Bay Road, Pembroke Bermuda HM 08
Item 2.
(a)
Name of person filing:
This Amendment No. 3 to Schedule 13G is being filed jointly by TPG GP A, LLC, a Delaware limited liability company ("TPG GP A"), James G. Coulter and Jon Winkelried (each, a "Reporting Person" and, together, the "Reporting Persons"), pursuant to an Agreement of Joint Filing incorporated by reference herein in accordance with Rule 13d-1(k)(1) under the Act.
TPG GP A exercises direct or indirect control over entities that collectively hold 100% of the shares of Class B common stock (which represents a majority of the combined voting power of the common stock) of TPG Inc., a Delaware corporation, which is the sole member of TPG GPCo, LLC, a Delaware limited liability company, which is the sole member of TPG Holdings II-A, LLC, a Delaware limited liability company, which is the general partner of TPG Operating Group II, L.P., a Delaware limited partnership, which is the sole member of TPG Holdings I-A, LLC, a Delaware limited liability company, which is the general partner of TPG Operating Group I, L.P., a Delaware limited partnership, which is the sole member of TPG GenPar VII Advisors, LLC, a Delaware limited liability company, which is the general partner of TPG GenPar VII, L.P., a Delaware limited partnership, which is the sole member of TPG VII SPV GP, LLC, a Delaware limited liability company, which is the general partner of TPG VII Valhalla Holdings, L.P., a Delaware limited partnership ("TPG VII Valhalla"), which directly held Ordinary Shares ("Ordinary Shares") of Viking Holdings Ltd (the "Issuer").
Because of the relationship of TPG GP A to TPG VII Valhalla, TPG GP A may have been deemed to have beneficially owned the Ordinary Shares held by TPG VII Valhalla. TPG GP A is controlled by entities owned by Messrs. Coulter and Winkelried. Because of the relationship of Messrs. Coulter and Winkelried to TPG GP A, each of Messrs. Coulter and Winkelried may have been deemed to have beneficially owned the Ordinary Shares held by TPG VII Valhalla. Messrs. Coulter and Winkelried disclaim beneficial ownership of the securities held by TPG VII Valhalla except to the extent of their pecuniary interest therein.
(b)
Address or principal business office or, if none, residence:
The principal business address of each of the Reporting Persons is as follows:
c/o TPG Inc.
301 Commerce Street, Suite 3300
Fort Worth, Texas 76102
(c)
Citizenship:
See response to Item 4 of each of the cover pages.
(d)
Title of class of securities:
Ordinary Shares, $0.01 par value per share
(e)
CUSIP No.:
G93A5A101
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
See responses to Item 9 on each cover page.
(b)
Percent of class:
See responses to Item 11 on each cover page.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See responses to Item 5 on each cover page.
(ii) Shared power to vote or to direct the vote:
See responses to Item 6 on each cover page.
(iii) Sole power to dispose or to direct the disposition of:
See responses to Item 7 on each cover page.
(iv) Shared power to dispose or to direct the disposition of:
See responses to Item 8 on each cover page.
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See response to Item 2(a) above.
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
Not Applicable
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:
08/14/2025
James G. Coulter
Signature:
/s/ Gerald Neugebauer
Name/Title:
Gerald Neugebauer on behalf of James G. Coulter (1)
Date:
08/14/2025
Jon Winkelried
Signature:
/s/ Gerald Neugebauer
Name/Title:
Gerald Neugebauer on behalf of Jon Winkelried (2)
Date:
08/14/2025
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).
Exhibit Information
Exhibit 1 Agreement of Joint Filing as required by Rule 13d-1(k)(1) under the Act.*
* Incorporated herein by reference to the 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, which was previously filed with the Securities and Exchange Commission (the "Commission") as 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.
Does this Schedule 13G/A show TPG GP A, James G. Coulter or Jon Winkelried own VIK shares?
No; the cover pages report 0.00 shares and 0.00% ownership for each reporting person.
Why does the filing describe a control chain if reported ownership is zero?
The filing explains the organizational relationships linking TPG GP A through affiliated entities to TPG VII Valhalla, which historically held Ordinary Shares; this clarifies potential deemed ownership even though reported beneficial ownership is zero.
Does the filing transfer or change ownership of Viking Holdings Ltd shares?
No transfer or change in share ownership is stated; the filing is a disclosure regarding relationships and potential deemed ownership, with reported holdings at 0.00.
Is there an agreement governing the joint filing?
Yes; an Agreement of Joint Filing is incorporated by reference as an exhibit and governs the joint submission by the reporting persons.
Do Coulter and Winkelried claim ownership of the shares held by TPG VII Valhalla?
They disclaim beneficial ownership of those securities except to the extent of any pecuniary interest.
