Form 4: TPG Executive Chairman Coulter Adjusts Stock Holdings

TPG Executive Chairman James G. Coulter reported a tax-related disposition and RSU acquisition of Class A common stock on January 13, 2026.

Summary

• James G. Coulter, Executive Chairman, Director, and 10% Owner of TPG Inc., reported changes in his beneficial ownership of Class A common stock.
• On January 13, 2026, 102,240 shares of Class A common stock were withheld by TPG Inc. at a price of $66.03 per share to cover tax liabilities incident to the vesting and settlement of previously granted restricted stock units (RSUs).
• On the same date, 151,503 Class A common stock shares were acquired through the vesting of RSUs.
• Following these transactions, James G. Coulter directly beneficially owns 877,529 shares of Class A common stock.
• Additionally, 2,159,831 shares are indirectly beneficially owned through a Family Trust, though Mr. Coulter disclaims beneficial ownership beyond his pecuniary interest.

Sentiment

Score: 5

Explanation: The filing reports routine insider transactions related to equity compensation and tax withholding, which are neutral in sentiment regarding the company's operational performance or strategic direction.

Positives

• Acquisition of 151,503 shares of Class A common stock through RSU vesting, indicating continued equity compensation and alignment with shareholder interests.

Negatives

• Disposition of 102,240 shares of Class A common stock at $66.03 per share for tax withholding purposes, which reduces direct beneficial ownership.

Future Outlook

RSUs granted will vest in three equal annual installments on the first, second, and third anniversaries of the grant date.

Management Comments

• On January 13, 2026, TPG Inc. (the "Issuer") withheld 102,240 shares of Class A common stock ("Class A common stock") of the Issuer from the Reporting Person for payment of the tax liability incident to the vesting and settlement of restricted stock units ("RSUs") previously granted by the Issuer.
• Represents RSUs. Each RSU represents a contingent right to receive one share of Class A common stock. 1/3 of the RSUs will vest on each of the first, second and third anniversaries of the date of grant.
• Because of the relationship between the Reporting Person and the entity holding these securities, the Reporting Person may be deemed to beneficially own these securities to the extent of the greater of the Reporting Person's direct or indirect pecuniary interest in the profits, capital accounts or distributions of the holder. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of the Reporting Person's pecuniary interest therein, if any.

Industry Context

This filing is a routine insider transaction report and does not provide specific industry context or trends.

Stakeholder Impact

• Shareholders: Provides transparency on insider holdings and the structure of executive equity compensation.
• Management: Reflects ongoing equity compensation for a key executive, aligning their interests with long-term company performance.

Next Steps

• Future vesting of remaining restricted stock units on their respective anniversaries of the grant date.

Key Dates

Recommendation

This Form 4 filing details routine insider transactions involving the vesting of restricted stock units and the withholding of shares for tax purposes. It does not contain information related to the company's financial performance, strategic outlook, or any material events that would warrant a change in investment recommendation. Therefore, a 'hold' recommendation is appropriate as this filing provides no new fundamental data to alter an existing investment thesis.

Keywords

TPG, James G. Coulter, Form 4, SEC filing, beneficial ownership, Class A common stock, RSU, restricted stock units, insider transaction, equity compensation