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Filing Details

Accession Number:: 0000947871-25-000558
Form Type:: 13D Filing
Publication Date:: 2025-05-21 20:00:00

Filed By:: TPG GP A, LLC
Company:: Tpg Inc.
Filing Date:: 2025-05-22
SEC Url:: 13D Filing

Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name	Sole Voting Power	Shared Voting Power	Sole Dispositive Power	Shared Dispositive Power	Aggregate Amount Owned Power	Percent of Class
TPG GP A, LLC	0	224,970,148	0	224,970,148	224,970,148	62.0%
Coulter James G.	2,470,886	224,970,148	2,470,886	224,970,148	227,441,034	62.7%
Winkelried Jon	682,757	224,970,148	682,757	224,970,148	225,652,905	62.2%

Filing

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)

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)

05/20/2025

(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. Checkbox not checked

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

CUSIP No.

872657101

Name of reporting person

TPG GP A, LLC

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

(a)

(b)

SEC use only

Source of funds (See Instructions)

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

Checkbox not checked

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 224,970,148.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 224,970,148.00

Aggregate amount beneficially owned by each reporting person

224,970,148.00

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

Checkbox not checked

Percent of class represented by amount in Row (11)

62.0 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person:

The percentage beneficial ownership set forth in response to Item 11 above assumes that there is a total of 362,961,100 shares of Class A Common Stock (as defined below) outstanding, which is the sum of the (i) 116,990,952 shares of Class A Common Stock outstanding as of May 15, 2025, as reported in the Prospectus Supplement filed by the Issuer (as defined below) with the Securities and Exchange Commission (the "Commission") on May 21, 2025, (ii) 21,000,000 shares of Class A Common Stock issued in connection with the Q2 2025 Block Exchange (as defined below), and (iii) 224,970,148 shares of Class A Common Stock issuable upon exchange of 224,970,148 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 No.

872657101

Name of reporting person

Coulter James G.

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

(a)

(b)

SEC use only

Source of funds (See Instructions)

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

Checkbox not checked

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 2,470,886.00
8	Shared Voting Power 224,970,148.00
9	Sole Dispositive Power 2,470,886.00
10	Shared Dispositive Power 224,970,148.00

Aggregate amount beneficially owned by each reporting person

227,441,034.00

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

Checkbox not checked

Percent of class represented by amount in Row (11)

62.7 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person:

The percentage beneficial ownership set forth in response to Item 11 above assumes that there is a total of 362,961,100 shares of Class A Common Stock outstanding, which is the sum of the (i) 116,990,952 shares of Class A Common Stock outstanding as of May 15, 2025, as reported in the Prospectus Supplement filed by the Issuer with the Commission on May 21, 2025, (ii) 21,000,000 shares of Class A Common Stock issued in connection with the Q2 2025 Block Exchange, and (iii) 224,970,148 shares of Class A Common Stock issuable upon exchange of 224,970,148 Common Units and the cancellation of a corresponding number of shares of Class B Common Stock.

SCHEDULE 13D

CUSIP No.

872657101

Name of reporting person

Winkelried Jon

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

(a)

(b)

SEC use only

Source of funds (See Instructions)

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

Checkbox not checked

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 682,757.00
8	Shared Voting Power 224,970,148.00
9	Sole Dispositive Power 682,757.00
10	Shared Dispositive Power 224,970,148.00

Aggregate amount beneficially owned by each reporting person

225,652,905.00

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

Checkbox not checked

Percent of class represented by amount in Row (11)

62.2 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person:

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. 6 (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 and Amendment No. 5 filed on February 25, 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 paragraph of Item 2 of the Original Schedule 13D in its 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 180,950,047 shares of Class B common stock, $0.001 par value per share ("Class B Common Stock"), of the Issuer."

(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) Jordan Kolar (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: "Q2 2025 Block Exchange Pursuant to the Exchange Agreement, on May 20, 2025, 21,000,000 Common Units were ultimately distributed to a partner of TPG Partner Holdings, L.P. in connection with the block exchange by such partner 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 2025 Block 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 362,961,100 shares of Class A Common Stock outstanding, which is the sum of the (i) 116,990,952 shares of Class A Common Stock outstanding as of May 15, 2025, as reported in the Prospectus Supplement filed by the Issuer with the Commission on May 21, 2025, (ii) 21,000,000 shares of Class A Common Stock issued in connection with the Q2 2025 Block Exchange, and (iii) 224,970,148 shares of Class A Common Stock issuable upon exchange of 224,970,148 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 224,970,148 shares of Class A Common Stock, which constitutes approximately 62.0% of the outstanding shares of Class A Common Stock; Mr. Coulter may be deemed to beneficially own 227,441,034 shares of Class A Common Stock, which constitutes approximately 62.7% of the outstanding shares of Class A Common Stock; and Mr. Winkelried may be deemed to beneficially own 225,652,905 shares of Class A Common Stock, which constitutes approximately 62.2% 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/ Martin Davidson
Name/Title:	Martin Davidson / Chief Accounting Officer
Date:	05/22/2025

Coulter James G.

Signature:	/s/ Gerald Neugebauer
Name/Title:	Gerald Neugebauer, on behalf of James G. Coulter (1)
Date:	05/22/2025

Winkelried Jon

Signature:	/s/ Gerald Neugebauer
Name/Title:	Gerald Neugebauer, on behalf of Jon Winkelried (2)
Date:	05/22/2025

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).