TPG Inc.

Recent Sales of Unregistered Securities

As previously disclosed in our Current Report on Form 8-K filed with the SEC on May 6, 2025, on May 3, 2025, we entered into a definitive agreement to acquire the Peppertree business in a cash and equity transaction. As noted in the Current Report, in connection with the closing of the Peppertree acquisition, on July 1, 2025, the Peppertree Parties received (i) 5.4 million Common Units, subject to certain adjustments, (ii) 0.3 million RSUs that, subject to the terms and conditions of the RSUs, will settle in shares of our Class A common stock, subject to certain adjustments, (iii) 2.9 million shares of our nonvoting Class A common stock and (iv) rights to an earnout payment of up to $165.4 million in value, subject to the satisfaction of certain fee-related revenue and fundraising targets by Peppertree. The Peppertree Earnout Payment is payable, at our election, subject to certain limitations set forth in the Transaction Agreement, in cash, Common Units (and an equal number of shares of Class B common stock) (the “Peppertree Earnout Equity Payment”). On July 1, 2025, we issued to the Peppertree Parties 5.4 million shares of Class B common stock. The Common Units, the shares of Class B common stock and the shares of nonvoting Class A common stock issued in connection with the Peppertree acquisition were not registered under the Securities Act, and were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act on the basis that the transaction did not involve a public offering.

On July 1, 2025, we filed a prospectus supplement to our shelf registration statement on Form S-3 (File No. 333-277340), which became automatically effective upon filing with the SEC, registering the resale of up to 2,913,939 shares of our Class A common stock delivered to certain equity holders of Peppertree on the Acquisition Date. Subject to the terms of the Amended and Restated Investor Rights Agreement and the Amended and Restated Exchange Agreement, the holders of Common Units are entitled to have their Common Units exchanged for cash from a substantially concurrent primary equity offering or (at our option) shares of Class A common stock.