TPG Inc.
For the period ended Mar 31, 2026. Filed May 1, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 1, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-04.
0001880661-25-000077
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-01.
0001880661-26-000033
Item 1A. Risk FactorsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 4 previous paragraphs and 2 current paragraphs.
1 unchanged; 0 reworded; 1 added; 3 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (1)
Removed paragraphs (3)
Previous report
Recent Sales of Unregistered Securities
Previous report
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.
Previous report
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.