| Name | Relationship | Address | Signature | Signature date | CIK |
|---|---|---|---|---|---|
| TPG GP A, LLC | 10%+ Owner | C/O TPG INC., 301 COMMERCE STREET, SUITE 3300, FORT WORTH | /s/ Martin Davidson, Chief Accounting Officer, TPG GP A, LLC(6) | 2025-11-03 | 0001903793 |
| COULTER JAMES G | 10%+ Owner | C/O TPG INC., 301 COMMERCE STREET, SUITE 3300, FORT WORTH | /s/ Gerald Neugebauer on behalf of James G. Coulter(6)(7) | 2025-11-03 | 0001099776 |
| WINKELRIED JON | 10%+ Owner | C/O TPG INC., 301 COMMERCE STREET, SUITE 3300, FORT WORTH | /s/ Gerald Neugebauer on behalf of Jon Winkelried(6)(7) | 2025-11-03 | 0001366946 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | BETA | Series B Preferred Stock | Nov 3, 2025 | Common Stock | 12.2M | See Explanation of Responses | F1, F2, F3, F4, F5 | |||||||
| holding | BETA | Series C Preferred Stock | Nov 3, 2025 | Common Stock | 3.47M | See Explanation of Responses | F1, F2, F3, F4, F5 | |||||||
| holding | BETA | Series C-1 Preferred Stock | Nov 3, 2025 | Common Stock | 753K | See Explanation of Responses | F1, F2, F3, F4, F5 |
| 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. ("TPG Rise Belfry") |
| F2 | TPG Rise Belfry directly holds (i) 1,453,911 shares of Series B Preferred Stock, (ii) 4,042,394 shares of Series C Preferred Stock and (iii) 104,724 shares of Series C-1 Preferred Stock (together with the Series B Preferred Stock and the Series C Preferred Stock, the "Preferred Stock"), in each case of BETA Technologies, Inc. (the "Issuer"). |
| F3 | Pursuant to the Fifth Amended and Restated Certificate of Incorporation of the Issuer, as amended, the shares of Preferred Stock are 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. The number of shares of Common Stock underlying the Preferred Stock is reported herein after giving effect to the adjustment for accrued but unpaid dividends on the Preferred Stock. |
| F4 | Because of the relationship between the Reporting Persons and TPG Rise Belfry, 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. Each of TPG Rise Belfry and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of TPG Rise Belfry's or such Reporting Person's pecuniary interest therein, if any. |
| F5 | 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. |
6. The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. 7. 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.