Form 8-K

8-K — TPG Inc.

Accession: 0001880661-26-000040

Filed: 2026-06-22

Period: 2026-06-15

CIK: 0001880661

SIC: 6282 (INVESTMENT ADVICE)

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

Item: Financial Statements and Exhibits

Documents

8-K — tpg-20260615.htm (Primary)

EX-99.1 (pressreleaseofpgincdatedju.htm)

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8-K

8-K (Primary)

Filename: tpg-20260615.htm · Sequence: 1

tpg-20260615

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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):

June 15, 2026

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

Fort Worth, TX

76102

(Address of principal executive offices) (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. ☐

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

On June 15, 2026, TPG Inc. (the “Company”) appointed Axel André as Chief Financial Officer of the Company, effective July 27, 2026 (the “Effective Date”). On the Effective Date, Jack Weingart, the Company’s current Chief Financial Officer, will transition from his role as Chief Financial Officer fully into his position as Chief Executive Officer of the Company’s Global Wealth Solutions business, a role Mr. Weingart added to his responsibilities in 2025 focused on leading and building out the Company’s wealth platform.

Mr. André, 50, has served as Executive Vice President and Chief Financial Officer of Reinsurance Group of America, Incorporated (“RGA”) since August 2024. Prior to joining RGA, Mr. André served as Chief Financial Officer of American Equity Life, Jackson National and American International Group’s Individual Retirement business. Mr. André began his career at Goldman Sachs, where he ultimately served as Managing Director of Global Insurance Strategies for the Investment Management Division.

Pursuant to the terms of the offer provided to Mr. André (the “Offer”), Mr. André will receive an annual base salary of $500,000 and will be eligible to receive an annual discretionary incentive allocation as determined by the Company in its sole discretion, with an expected allocation for 2026 of approximately $3,500,000. The Company may determine to provide the annual discretionary incentive allocation in the form of cash and/or restricted stock units (“RSUs”) under the Company's Omnibus Equity Incentive Plan (the “Plan”), as determined by the Company in its sole discretion. The Offer also provides that Mr. André will be eligible to participate in the Company’s standard employee benefit plans.

Pursuant to the Offer, Mr. André will receive a one-time payment of $100,000 subject to certain clawback provisions. In addition, Mr. André will be granted a long-term performance incentive award in the form of RSUs and performance-based RSUs (“PRSUs”) under the Plan with a total aggregate face value of $15,000,000 (the “Award”). On the date of grant, the face value of the Award will be converted into a number of RSUs and PRSUs based on the 30-trading day volume weighted average trading price of a share of the Company’s Class A common stock leading up to and including the date of grant (or the Company’s then-current conversion methodology), such that the RSUs represent 50% of the face value of the Award and the PRSUs represent 50% of the face value of the Award. Each RSU and PRSU represents a contingent right to receive one share of the Company’s Class A common stock when the applicable vesting conditions are satisfied. Provided that Mr. André continues to provide services to the Company or its affiliates through the applicable service vesting date, (i) the RSUs will vest in five equal annual installments beginning on the regularly scheduled quarterly vesting date aligned to the first anniversary of the grant date and (ii) the PRSUs will service vest in four equal annual installments beginning on the regularly scheduled quarterly vesting date aligned to the second anniversary of the grant date, and are only earned upon the achievement of a stock price vesting condition that will be met when the 30-trading day volume weighted average trading price of a share of Class A common stock meets or exceeds certain stock price hurdles (each, a “Market Price Performance Hurdle”). One-third of each service vesting tranche of the PRSUs is eligible to be earned and vest following achievement of the applicable Market Price Performance Hurdles, which will represent premiums of 125%, 150% and 175% of the closing price of a share of Class A common stock on the date of grant. The Market Price Performance Hurdles for the PRSUs with respect to the 125% and 150% premiums must be achieved by July 27, 2030 and the Market Price Performance Hurdle for the other PRSUs must be achieved by July 27, 2032 (the “Performance Periods”). If the applicable Market Price Performance Hurdle is not achieved during the applicable Performance Period, the applicable PRSUs will be forfeited. Vested RSUs and PRSUs will settle promptly following the applicable vesting date. The Award is subject to the Company’s recoupment policy and, to the extent applicable, the Company’s Dodd-Frank clawback policy. Dividend equivalents are paid on vested but unsettled and unvested RSUs when the dividend occurs. Dividend equivalents accrue for vested and unvested PRSUs and are paid only if and when both the applicable service and performance vesting conditions are satisfied. In the event Mr. André’s employment is terminated prior to the RSUs or PRSUs vesting, any then-unvested RSUs or PRSUs, as applicable, will immediately terminate and be forfeited in their entirety. In the event Mr. André’s employment is terminated for cause or he breaches restrictive covenants entered into in connection with the Award, all dividends and dividend equivalents received in the two years prior will also be terminated, forfeited or repaid. The Offer also provides that Mr. André is expected to participate in the Company’s platform-level program with an expected allocation for 2026 of $4,000,000, with participation in the program on the Company’s standard terms and conditions applicable to senior partners as described in the Company’s proxy statement filed with the Securities and Exchange Commission on April 21, 2026.

In connection with his appointment, Mr. André is expected to enter into the Company’s standard indemnification agreement for its officers.

There are no arrangements or understandings between Mr. André and any other person pursuant to which Mr. André was appointed as Chief Financial Officer of the Company. There are no family relationships between Mr. André and any director or executive officer of the Company, and he has no interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

On June 22, 2026, the Company issued a press release announcing the foregoing changes. The full text of the press release is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

99.1

Press Release, dated June 22, 2026.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

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/ Jennifer L. Chu

Name: Jennifer L. Chu

Title: Chief Legal Officer and General Counsel

Date: June 22, 2026

EX-99.1

Filename: pressreleaseofpgincdatedju.htm · Sequence: 2

Document

Exhibit 99.1

TPG Appoints Axel André as Chief Financial Officer

SAN FRANCISCO & FORT WORTH, TX – June 22, 2026 – TPG Inc. (NASDAQ: TPG), a leading global alternative asset management firm, today announced that Axel André has been named Partner and Chief Financial Officer of TPG, effective July 27, 2026. Mr. André will succeed Jack Weingart, who will transition fully into his position as the CEO of TPG’s Global Wealth Solutions business, a role he added to his responsibilities last year focused on leading and building out the firm’s wealth platform.

“Over the past five years, TPG has transformed into a scaled and diversified platform shaping the future of alternative investing,” said Jon Winkelried, Chief Executive Officer of TPG. “Axel brings a unique set of skills, which we view as highly complementary to our expanding set of capabilities, and the strategic vision to continue accelerating our growth strategy. He is stepping into this role with a strong foundation beneath him at a time of significant momentum for the firm, and we are pleased to welcome him to the firm.”

Mr. André brings decades of experience driving the financial strategy of both public corporations and investment management organizations. He joins TPG from Reinsurance Group of America, Incorporated (NYSE: RGA), where he served as Executive Vice President and Chief Financial Officer, and was a member of the Executive Committee. Prior to RGA, Mr. André was Chief Financial Officer of American Equity Life and Jackson National, and earlier served as Chief Financial Officer and Chief Risk Officer of the Individual and Group Retirement Services division of AIG. His career began at Goldman Sachs, where he ultimately served as Managing Director of Global Insurance Strategies for the Investment Management Division.

“In an evolving alternatives landscape, TPG stands out for its distinct approach, entrepreneurial culture, and consistent, strong performance across market cycles,” said Mr. André. “I am thrilled to join the firm at a time of transformational growth, and I look forward to partnering with teams across the business to support TPG’s continued success, execute on long-term growth goals, and deliver for all of our stakeholders.”

TPG's Global Wealth Solutions business has experienced significant momentum since inception as an important and fast-growing source of capital. Given the scale of the opportunity ahead and importance to the franchise, Mr. Weingart will dedicate his full attention to leading the next phase of growth for this business.

“Jack has been a critical part of our growth since our IPO, and his leadership has played an important role in guiding TPG through a transformative period of expansion and diversification,” added Winkelried. “Private wealth is a key strategic priority and an area of significant opportunity and momentum. Under Jack’s leadership, T-POP, our private equity evergreen business, has had a strong first year, and the broader platform continues to resonate with individuals seeking access to unique private markets opportunities and the power of our franchise. As we continue to broaden our offerings across asset classes, we view Jack as the right leader to build on all we’ve achieved to date.”

“As I deepen my focus on our Global Wealth Solutions business, I look forward to continuing to expand our offerings and bring the full strength of the TPG franchise to more individuals around the world,” said Mr. Weingart. “TPG is continuing to shape the future of alternative asset management, and the strength of our firm and offerings are clear.”

About TPG

TPG is a leading global alternative asset management firm, founded in San Francisco in 1992, with $306 billion of assets under management and investment and operational teams around the world. TPG invests across a broadly diversified set of strategies, including private equity, impact, credit, real estate, and market solutions, and our unique strategy is driven by collaboration, innovation, and inclusion. Our teams combine deep product and sector experience with broad capabilities and expertise to develop differentiated insights and add value for our fund investors, portfolio companies, management teams, and communities.

Forward-Looking Statements

This announcement may contain forward-looking statements based on our beliefs and assumptions and on information currently available to us. Forward-looking statements can be identified by words such as “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects,” and similar references to future periods, or by the inclusion of forecasts or projections. Examples of forward-looking statements include, but are not limited to, statements we make regarding the outlook for our future business and financial performance, estimated operational metrics, business strategy, and plans and objectives of management for future operations.

Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict. As a result, actual results may differ materially from those contemplated by the forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include the inability to recognize the anticipated benefits, or unexpected costs related to the integration, of acquired companies; our ability to manage growth and execute our business plan; and regional, national, or global political, economic, business, competitive, market, and regulatory conditions and uncertainties, among various other risks. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements and risk factors discussed from time to time in the Company’s filings with the Securities and Exchange Commission (the “SEC”), including, but not limited to, those described under the section entitled “Risk Factors” in our Annual Report on Form 10-K filed with the SEC on February 17, 2026 and subsequent filings with the SEC, which can be found at the SEC’s website at http://www.sec.gov.

For the reasons described above, we caution you against relying on any forward-looking statements, which should also be read in conjunction with the other cautionary statements that are included elsewhere in this announcement and related public filings. Any forward-looking statement made by us in this announcement speaks only as of the date on which we make it. Factors or events that could cause actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments, or otherwise, except as may be required by law. No recipient should, therefore, rely on these forward-looking statements as representing the views of the Company or its management as of any date subsequent to the date of the document.

This announcement does not constitute an offer to sell or the solicitation of an offer to buy any securities or an offer of any TPG fund.

Contacts

Luke Barrett & Ethan Cherry

media@tpg.com

Gary Stein & Evanny Huang

shareholders@tpg.com

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