TPG Inc. 8-K

What Happened
TPG Inc. filed an 8-K on Dec. 22, 2025 reporting that its independent Compensation Committee approved long‑term restricted stock unit (RSU) awards for CEO Jon Winkelried and other senior officers. The CEO award has a face value of $25,000,000 and will be granted on Jan. 13, 2026; RSU amounts will be determined using the 10‑trading‑day VWAP up to and including the grant date. The committee said the awards are intended to retain executives, align pay to market, and incentivize future performance and shareholder value creation.

Key Details

• CEO Jon Winkelried: $25,000,000 face‑value RSU award; vesting 33% on each of Jan. 13, 2029, 2030 and 2031; grant date Jan. 13, 2026; VWAP conversion of face value to RSUs.
• CFO Jack Weingart: $7,500,000 face‑value RSUs; COO Anilu Vazquez‑Ubarri: $5,000,000 face‑value RSUs; both vest 20% on each Jan. 13 of 2027–2031.
• Termination and acceleration: CEO unvested RSUs generally forfeited on voluntary termination without good reason (unless orderly retirement rules apply); qualifying terminations (without cause, for good reason, death or disability) and certain change‑in‑control scenarios provide for accelerated or special treatment per the employment agreement. CFO/COO unvested RSUs are forfeited upon any termination.
• Other terms: dividend equivalents are paid on unvested RSUs; awards are subject to the company’s recoupment policy and, if applicable, the Dodd‑Frank clawback policy.

Why It Matters
These awards increase long‑term equity compensation for TPG’s top executives and signal the board’s intent to retain leadership and align their pay with performance and market levels. For investors, larger multi‑year RSU packages dilute existing equity over time when settled in shares and tie management incentives to future stock performance and holding periods (through multi‑year vesting). The filing provides concrete dollar amounts, timelines and vesting/termination rules that affect how and when these grants could convert into stock.