Form 4: TPG Inc. Director Kelvin L. Davis Receives Additional Partnership Units

Director Kelvin L. Davis received 16,344 additional units of TPG Partner Holdings, L.P. due to forfeiture by a former partner.

Summary

• On October 31, 2024, Kelvin L. Davis, a director of TPG Inc., was allocated 16,344 additional units of TPG Partner Holdings, L.P. (TPH Units).
• These units were forfeited by a former partner of Partner Holdings and automatically allocated to Mr. Davis according to the partnership agreement.
• TPH Units are exchangeable for cash or Class A common stock of TPG Inc. on a one-for-one basis.
• Upon exchange, an equal number of Common Units of TPG Operating Group II, L.P. held by TPG Group Holdings (SBS), L.P. are also exchanged, and an equal number of Class B common stock of the Issuer will be automatically cancelled for no additional consideration.
• Mr. Davis may be deemed to beneficially own these securities to the extent of his pecuniary interest, but he disclaims beneficial ownership beyond that extent.
• Following the transaction, Mr. Davis beneficially owns 11,625,685 TPG Partner Holdings, L.P. Units.

Sentiment

Score: 7

Explanation: The document reflects a routine transaction related to partnership unit allocation, which is neither particularly positive nor negative. The sentiment is neutral to slightly positive as it indicates the ongoing operation of the partnership agreement.

Future Outlook

The TPH Units are ultimately exchangeable for cash or, at the Issuer's election, shares of Class A common stock of the Issuer on a one-for-one basis, subject to customary conversion rate adjustments and transfer restrictions.

Industry Context

This filing reflects the standard practice of equity compensation and adjustments within publicly traded partnerships and investment firms like TPG Inc.

Comparison to Industry Standards

• TPG's structure with TPH Units exchangeable for Class A common stock is similar to structures used by other publicly traded private equity firms like Blackstone (BX) and KKR & Co. (KKR).
• These structures are designed to align the interests of the firm's partners with those of public shareholders.
• The forfeiture and reallocation of partnership units is a common occurrence in these types of firms, reflecting the dynamic nature of partnership agreements.

Stakeholder Impact

• The transaction has a minimal direct impact on shareholders, as it involves the reallocation of existing partnership units.
• The exchangeability of TPH Units for Class A common stock could potentially dilute existing shareholders over time, but this is a standard feature of the partnership structure.

Key Dates