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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):

January 15, 2025

TPG Inc.

(Exact name of registrant as specified in its charter)

 

Delaware						001-41222			87-2063362
(State or other jurisdiction of incorporation)						(Commission File Number)			(IRS Employer Identification No.)
301 Commerce Street, Suite 3300									76102
Fort Worth, TX									(Zip Code)

(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:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A common stock

TPG

The Nasdaq Stock Market LLC (Nasdaq Global Select Market)

6.950% Subordinated Notes due 2064

TPGXL

The Nasdaq Stock Market LLC (Nasdaq Global Market)

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. ☐

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Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As part of TPG Inc.’s (the “Company”) previously disclosed long-term corporate governance transition to oversight by a majority independent board, on January 15, 2025, the board of directors of the Company appointed Kathy Elsesser as an independent director. Ms. Elsesser will serve as a member of the Audit Committee and Compensation Committee.

Ms. Elsesser will receive the same compensation available to other independent directors of the Company in accordance with the Company’s Independent Director Compensation Policy filed as Exhibit 10.33 to the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on February 23, 2024. Ms. Elsesser also entered into the Company’s standard indemnification agreement for independent directors.

Item 7.01 Regulation FD Disclosure.

A copy of the Company’s press release announcing the appointment of Ms. Elsesser as a director of the Company is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
99.1						Press Release of TPG Inc., dated January 15, 2025.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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 thereto duly authorized.

TPG INC.
By:						/s/ Bradford Berenson
Name:						Bradford Berenson
Title:						General Counsel

Date: January 15, 2025