SEC Form 8-K filed by TPG Operating Group II L.P. 6.950% Fixed-Rate Junior Subordina

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 20, 2025

TPG Inc.

(Exact name of registrant as specified in its charter)

(817) 871-4000

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

On May 20, 2025, TPG Inc. (the “Company”), TPG OpCo Holdings, L.P. and TPG Operating Group II, L.P entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC (the “Underwriter”) and DB Holdings I, L.P., a vehicle controlled by, and for the benefit of, the estate of David Bonderman (the “Selling Stockholder”), pursuant to which the Selling Stockholder agreed to sell 21,000,000 shares (the “Shares”) of the Company’s Class A common stock, par value $0.001 per share, to the Underwriter at a purchase price of $46.57 per share (the “Offering”). The Offering closed on May 22, 2025. The Offering consisted entirely of secondary shares sold by the Selling Stockholder. The Company did not sell any Shares in the Offering and will not receive any proceeds from the sale of the Shares.

The Offering of the Shares was made pursuant to a shelf registration statement on Form S-3 (File No. 333-277340) (the “Registration Statement”) filed with the U.S. Securities and Exchange Commission (“SEC”) on February 26, 2024, a base prospectus included in the Registration Statement, and a preliminary prospectus supplement and final prospectus supplement, filed with the SEC on May 20, 2025 and May 21, 2025, respectively.

The Underwriting Agreement contains customary representations, warranties and covenants and includes the terms and conditions for the sale of the Shares by the Selling Stockholder, indemnification and contribution obligations and other terms and conditions customary in agreements of this type.

A copy of the Underwriting Agreement is filed as Exhibit 1.1 hereto. The above description is qualified in its entirety by reference to such exhibit.

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 22, 2025