TPG GP A, LLC - 05 Nov 2025 Form 4 Insider Report for BETA Technologies, Inc.

Role
Former 10% Owner
Signature
/s/ Martin Davidson, Chief Accounting Officer, TPG GP A, LLC (5)
Issuer symbol
BETA on NYSE
Transactions as of
05 Nov 2025
Net transactions value
$0
Form type
4
Filing time
07 Nov 2025, 17:53:50 UTC
Previous filing
03 Nov 2025
Next filing
30 Dec 2025
SEC
View on sec.gov

Reporting Owners (3)

Name Relationship Address Signature Signature date CIK
TPG GP A, LLC Former 10% Owner C/O TPG INC., 301 COMMERCE STREET, SUITE 3300, FORT WORTH /s/ Martin Davidson, Chief Accounting Officer, TPG GP A, LLC (5) 07 Nov 2025 0001903793
COULTER JAMES G Former 10% Owner C/O TPG INC., 301 COMMERCE STREET, SUITE 3300, FORT WORTH /s/ Gerald Neugebauer, on behalf of James G. Coulter (5)(6) 07 Nov 2025 0001099776
WINKELRIED JON Former 10% Owner C/O TPG INC., 301 COMMERCE STREET, SUITE 3300, FORT WORTH /s/ Gerald Neugebauer, on behalf of Jon Winkelried (5)(6) 07 Nov 2025 0001366946

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BETA Class A Common Stock Conversion of derivative security +16,395,435 16,395,435 05 Nov 2025 See Explanation of Responses F1, F2, F3, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction BETA Series B Preferred Stock Conversion of derivative security -1,453,911 -100% 0 05 Nov 2025 Class A Common Stock 12,168,600 See Explanation of Responses F1, F2, F3, F4
transaction BETA Series C Preferred Stock Conversion of derivative security -483,263 -100% 0 05 Nov 2025 Class A Common Stock 3,474,010 See Explanation of Responses F1, F2, F3, F4
transaction BETA Series C-1 Preferred Stock Conversion of derivative security -104,724 -100% 0 05 Nov 2025 Class A Common Stock 752,825 See Explanation of Responses F1, F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

TPG GP A, LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Each of James G. Coulter and Jon Winkelried own entities that control TPG GP A, LLC (together with Messrs. Coulter and Winkelried, the "Reporting Persons"), which exercises direct or indirect control over entities that collectively hold 100% of the shares of Class B common stock (which represents a majority of the combined voting power of the common stock) of TPG Inc., which is the sole member of TPG GPCo, LLC, which is the sole member of TPG Holdings II-A, LLC, which is the general partner of TPG Operating Group II, L.P., which is the sole member of TPG Holdings I-A, LLC, which is the general partner of TPG Operating Group I, L.P., which is the sole member of TPG Rise Climate GenPar Advisors, LLC, which is the general partner of TPG Rise Climate GenPar, L.P., which is the sole member of TPG Rise Climate SPV GP, LLC, which is the general partner of TPG Rise Belfry, L.P., which directly holds 16,395,435 shares of Class A Common Stock of BETA Technologies, Inc. (the "Issuer").
F2 Pursuant to the Fifth Amended and Restated Certificate of Incorporation of the Issuer, as amended, the 1,453,911 shares of Series B Preferred Stock, 483,263 shares of Series C Preferred Stock and 104,724 shares of Series C-1 Preferred Stock (collectively, the "Preferred Stock"), in each case of the Issuer, held by TPG Rise Belfry, L.P. automatically converted into an aggregate of 16,395,435 shares of Class A Common Stock upon consummation of the Issuer's initial public offering on November 5, 2025. The shares of Preferred Stock had been convertible, at the option of the holder, at any time into shares of Common Stock of the Issuer at a conversion rate equal to one share of Common Stock per one share of Preferred Stock, subject to adjustment, including for accrued but unpaid dividends, if any.
F3 Because of the relationship between the Reporting Persons and TPG Rise Belfry, L.P., the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of TPG Rise Belfry, L.P. Each of TPG Rise Belfry, L.P. and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of TPG Rise Belfry, L.P.'s or such Reporting Person's pecuniary interest therein, if any.
F4 Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

Remarks:

5. The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. 6. Gerald Neugebauer is signing on behalf of Messrs. Coulter and Winkelried pursuant to authorization and designation letters dated January 10, 2024, which were previously filed with the Securities and Exchange Commission.