FULLTEXT DEL 5 AV 6
10-K – 2026-02-17 – tpg-20251231.htm
Investment Income
Income from Equity Method Investments
The carrying value of equity method investments in proprietary investments where the Company exerts significant influence is generally determined based on the amounts invested, adjusted for the equity in earnings or losses of the investee allocated based on the Company’s ownership percentage, less distributions and any impairment. The Company records its proportionate share of investee’s equity in earnings or losses based on the most recently available financial information, which in certain cases may lag the date of TPG’s financial statements by up to three calendar months. Income from equity method investments is recorded in net gains (losses) from investment activities on the Consolidated Financial Statements.
Income from Investments Held for Sale and Other
Income from investments held for sale and other includes unrealized gains and losses resulting from changes in the fair value of these investments during the period. Income from investments held for sale and other is recorded in net gains (losses) from investment activities on the Consolidated Financial Statements.
Income from Equity Method Investments for which the Fair Value Option Was Elected
Income from equity method investments for which the fair value option was elected includes realized gains and losses from the sale of investments, and unrealized gains and losses from changes in the fair value during the period as a result of quoted prices in an active market. Discounts are applied, where appropriate, to reflect restrictions on the marketability of the investment. Income from equity method investments for which the fair value option was elected is recorded in net gains (losses) from investment activities on the Consolidated Financial Statements.
Income from Equity Investments
Income from equity investments, which represent investments held through equity securities of an investee that the Company does not hold significant influence over, includes realized gains from the sale of investments and unrealized gains and losses result from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. Income from equity investments is recorded in net gains (losses) from investment activities on the Consolidated Financial Statements.
153
Table of Contents
TPG Inc.
Notes to Consolidated Financial Statements
Investment and other income of consolidated Public SPACs
Investment and other income of consolidated Public SPACs includes unrealized gains and losses from changes in fair value of warrants and forward purchase agreements (“FPAs”) and interest, dividends and other income related to Public SPACs.
Interest, Dividends and Other
Interest income is recognized as earned. Dividend income is recognized by the Company on the ex-dividend date, or in the absence of a formal declaration, on the date it is received.
Compensation and Benefits
Cash-based compensation and benefits includes (i) salaries and wages, (ii) benefits and (iii) discretionary cash bonuses. Bonuses are accrued over the service period to which they relate.
Compensation expense related to the issuance of equity-based awards is measured at grant-date fair value. Compensation expense for awards that vest over a future service period is recognized over the relevant service period on a straight-line basis. Compensation expense for awards that do not require future service is recognized immediately. Compensation expense for awards that contain both market and service conditions is based on grant-date fair value that factors in the probability that the market conditions will be achieved and is recognized on a tranche-by-tranche basis using the accelerated attribution method. The requisite service period for those awards is the longer of the explicit service period and the derived service period. Compensation expense for awards that contain both performance and service conditions is recognized, if the Company deems it probable that the performance condition will be met, over the longer of the implicit or explicit service period. Compensation expense for awards to recipients with retirement eligibility provisions (allowing such recipient to continue vesting upon departure from TPG) is either expensed immediately or amortized to the retirement eligibility date. The Company recognizes equity-based award forfeitures in the period in which they occur as a reversal of previously recognized compensation expense.
Performance allocation compensation expense and accrued performance allocation compensation is the portion of performance allocations that TPG allocates to certain of its employees and certain other advisors of the Company. Performance allocations due to our partners and professionals are accounted for as compensation expense in conjunction with the recognition of the related performance allocations and, until paid, are recognized as accrued performance allocation compensation. Accordingly, upon a reversal of performance allocations, the related compensation expense, if any, is also reversed.
Net Income (Loss) Per Share of Class A Common Stock
Basic income (loss) per share of Class A common stock is calculated by dividing net income (loss) attributable to TPG Inc. by the weighted-average shares of Class A common stock, unvested participating shares of Class A common stock outstanding for the period and vested deferred restricted shares of Class A common stock that have been earned for which issuance of the related shares of Class A common stock is deferred until future periods. Diluted income (loss) per share of Class A common stock reflects the impact of all dilutive securities. Unvested participating shares of common stock are excluded from the computation in periods of loss as they are not contractually obligated to share in losses.
The Company applies the treasury stock method to determine the dilutive weighted-average common shares represented by the unvested restricted stock units (“RSUs”). The Company applies the if-converted method to the TPG Operating Group partnership units to determine the dilutive impact, if any, of the exchange right included in the TPG Operating Group partnership units.
Cash, Cash Equivalents and Restricted Cash
Cash and cash equivalents include cash on deposit with banks and other short-term investments with an initial maturity of 90 days or less. Restricted cash balances relate to cash balances reserved for the payment of interest on the Company’s privately placed securitization notes.
154
Table of Contents
TPG Inc.
Notes to Consolidated Financial Statements
Fair Value Measurement
ASC 820 establishes a fair value hierarchy that prioritizes and ranks the level of observability of inputs used to measure financial assets and liabilities reported at fair value. The observability of inputs is impacted by a number of factors, including the type of instrument, characteristics specific to the instrument, market conditions and other factors. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level I measurements) and the lowest priority to unobservable inputs (Level III measurements).
Financial instruments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets will typically have a higher degree of input observability and a lesser degree of judgment applied in determining fair value.
The three levels of the fair value hierarchy under ASC 820 are as follows:
Level I – Quoted prices (unadjusted) in active markets for identical financial instruments at the measurement date are used. The types of instruments generally included in Level I are publicly listed equities and debt.
Level II – Pricing inputs are other than quoted prices included within Level I that are observable for the financial instrument, either directly or indirectly. Level II pricing inputs include quoted prices for similar financial instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, inputs other than quoted prices that are observable for the instrument, and inputs that are derived principally from or corroborated by observable market data by correlation or other means. The types of instruments generally included in Level II are restricted securities listed in active markets, corporate bonds and loans.
Level III – Pricing inputs are unobservable and include situations where there is little, if any, market activity for the financial instrument. The inputs used in determination of fair value require significant judgment and estimation. The types of instruments generally included in Level III are privately held debt, equity securities and contingent consideration.
In some cases, the inputs used to measure fair value might fall within different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the instrument is categorized in its entirety is determined based on the lowest level input that is significant to the instrument. Assessing the significance of a particular input to the valuation of an instrument in its entirety requires judgment and considers factors specific to the instrument. The categorization of an instrument within the hierarchy is based upon the pricing transparency of the instrument and does not necessarily correspond to the perceived risk of that instrument.
In certain instances, an instrument that is measured and reported at fair value may be transferred into or out of Level I, II, or III of the fair value hierarchy.
In certain cases, debt and equity securities are valued on the basis of prices from an orderly transaction between market participants provided by reputable dealers or pricing services. In determining the value of a particular instrument, pricing services may use certain information with respect to transactions in such instruments, quotations from dealers, pricing matrices, market transactions of comparable instruments and various relationships between instruments. When a security is valued based on dealer quotes, the Company subjects those quotes to various criteria in making the determination as to whether a particular instrument would qualify for treatment as a Level II or Level III instrument. Some of the factors considered include the number and quality of quotes, the standard deviations of the observed quotes and the corroboration of the quotes to independent pricing services.
155
Table of Contents
TPG Inc.
Notes to Consolidated Financial Statements
Level III instruments may include common and preferred equity securities, corporate debt, other privately issued securities and contingent consideration. When observable prices are not available for these securities, one or more valuation techniques (e.g., the market approach and/or the income approach) for which sufficient and reliable data is available are used. Within Level III, the use of the market approach generally consists of using comparable market transactions or other data, while the use of the income approach generally utilizes the net present value of estimated future cash flows, adjusted, as appropriate, for liquidity, credit, market and other risk factors. Due to the inherent uncertainty of these valuations, the fair values reflected in the accompanying Consolidated Financial Statements may differ materially from values that would have been used had a readily available market for the instruments existed and may differ materially from the values that may ultimately be realized. The period of time over which the underlying assets of the instruments will be liquidated is unknown.
Due From and Due To Affiliates
The Company considers current and former limited partners of funds and employees, including their related entities, entities controlled by the Company’s Founders but not consolidated by the Company, portfolio companies of TPG funds, and unconsolidated TPG funds to be affiliates (“Affiliates”). Receivables from and payables to Affiliates are recorded at their expected settlement amount in due from and due to Affiliates in the Consolidated Financial Statements.
Business Combinations
The Company accounts for business combinations using the acquisition method under ASC Topic 805, Business Combinations (“ASC 805”) under which the purchase price of the acquisition is allocated to the assets acquired and liabilities assumed generally using the fair values determined by management as of the acquisition date. Management’s determination of fair value of assets acquired and liabilities assumed at the acquisition date is based on the best information available in the circumstances and may incorporate management’s own assumptions and involve a significant degree of judgment. Management uses its best estimates and assumptions to accurately assign fair value to the tangible and identifiable intangible assets acquired and liabilities assumed at the acquisition date as well as the useful lives of those acquired intangible assets. Examples of critical estimates in valuing certain of the intangible assets we have acquired include, but are not limited to, future expected cash inflows and outflows, future fundraising assumptions, expected useful life, discount rates and income tax rates. Our estimates for future cash flows are based on historical data, various internal estimates and certain external sources, and are based on assumptions that are consistent with the plans and estimates we are using to manage the underlying assets acquired. Unanticipated events and circumstances may occur that could affect the accuracy or validity of such assumptions, estimates or actual results. For business combinations accounted for under the acquisition method, the purchase consideration, including the fair value of certain elements of contingent consideration as of the acquisition date, in excess of the fair value of net assets acquired is recorded as goodwill.
Goodwill
Goodwill represents the excess of consideration transferred, the fair value in any non-controlling interest in the acquiree and the fair value of any previously held equity interest in the acquiree over the net of the acquisition-date values of the identifiable assets and liabilities assumed. Goodwill is not amortized. Goodwill is reviewed for impairment at least annually utilizing a qualitative or quantitative approach, and more frequently if circumstances indicate impairment may have occurred. The impairment testing for goodwill under the qualitative approach is based first on an assessment to determine if it is more likely than not that the fair value of the Company’s reporting unit is less than its respective carrying value. If it is determined that it is more likely than not that the reporting unit’s fair value is less than its carrying value, the Company performs a quantitative analysis. When the quantitative approach indicates an impairment, an impairment loss is recognized to the extent by which the carrying value exceeds the fair value, not to exceed the total amount of goodwill. As of December 31, 2025, we believe it is more likely than not that the fair value of our reporting unit exceeds its carrying value.
156
Table of Contents
TPG Inc.
Notes to Consolidated Financial Statements
Intangible Assets
The Company’s intangible assets primarily consist of the fair value of its interests in future performance allocations from certain funds and the fair value of acquired investor relationships representing the fair value of management fees earned from existing investors in future funds. Finite-lived intangible assets are amortized over their estimated useful lives, which range from two to 13 years, and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the intangible asset may not be recoverable. Amortization expense is included in depreciation and amortization expense in the Consolidated Financial Statements.
Operating Leases
At contract inception, the Company determines if an arrangement contains a lease by evaluating whether (i) an identified asset has been deployed in a contract explicitly or implicitly and (ii) the Company obtains substantially all the economic benefits from the use of that underlying asset and directs how and for what purpose the asset is used during the term of the contract. Additionally, at contract inception the Company will evaluate whether the lease is an operating or finance lease. Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and operating lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease liabilities are recognized at the commencement date based on the present value of the lease payments over the lease term. To the extent these payments are fixed or determinable, they are included as part of the lease payments used to measure the lease liability. The Company’s ROU assets are recognized as the initial measurement of the lease liabilities plus any initial direct costs and any prepaid lease payments less lease incentives received, if any. The lease terms may include options to extend or terminate the lease which are accounted for when it is reasonably certain that the Company will exercise that option. If the discount rate implicit to the lease is not readily determinable, incremental borrowing rates of the Company are used. The incremental borrowing rates are based on the information available including, but not limited to, collateral assumptions, the term of the lease, and the economic environment in which the lease is denominated at the commencement date.
The Company elected the package of practical expedients provided under the guidance. The practical expedient package applies to leases commenced prior to the adoption of ASC Topic 842, Leases (“ASC 842”) and permits companies not to reassess whether existing or expired contracts are or contain a lease, the lease classification, and any initial direct costs for any existing leases. The Company has elected to not separate the lease and non-lease components within the contract. Therefore, all fixed payments associated with the lease are included in the ROU asset and the lease liability. These costs often relate to the fixed payments for items such as common area maintenance and other operating costs in addition to a base rent. Any variable payments related to the lease are recorded as lease expense when and as incurred. The Company has elected this practical expedient for all lease classes. The Company did not elect the hindsight practical expedient. The Company has elected the short-term lease expedient. A short-term lease is a lease that, as of the commencement date, has a lease term of 12 months or less and does not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise. For such leases, the Company will not apply the recognition requirements of ASC 842 and instead will recognize the lease payments as lease cost on a straight-line basis over the lease term. Additionally, the Company elected the practical expedient which allows an entity to not reassess whether any existing land easements are or contain leases.
The Company’s leases primarily consist of operating leases for real estate, which have remaining terms of one to 16 years. Some of those leases include options to extend for additional terms ranging from one to 10 years. The Company’s other leases, including those for office equipment, vehicles and aircraft, are not significant. Additionally, the Company’s leases do not contain restrictions or covenants that restrict the Company from incurring other financial obligations. The Company also does not provide any residual value guarantees for the leases. From time to time, the Company enters into certain sublease agreements that have terms similar to the remaining terms of the master lease agreements between TPG and the landlord. Sublease income is recorded as an offset to general, administrative and other in the accompanying Consolidated Financial Statements.
Operating lease expense is recognized on a straight-line basis over the lease term and is recorded within general, administrative and other in the accompanying Consolidated Financial Statements (see Note 15 to the Consolidated Financial Statements).
157
Table of Contents
TPG Inc.
Notes to Consolidated Financial Statements
Redeemable Equity from Consolidated Public SPACs
Redeemable equity from consolidated Public SPACs represents the shares issued by the Company’s consolidated Public SPACs that are redeemable for cash by the public shareholders in the event of an election to redeem by individual public shareholders at the time of the business combination. The Company accounts for redeemable equity in accordance with ASC Topic 480-10-S99, Distinguishing Liabilities from Equity (“ASC 480”), which states redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. The redeemable non-controlling interests are initially recorded at their original issuance price and are subsequently allocated their proportionate share of the underlying gains or losses of the Public SPACs. The Company adjusts the redeemable equity to full redemption value on a quarterly basis.
If a Public SPAC is unable to complete a business combination within the time period required by its governing documents, this equity becomes redeemable and is reclassified out of redeemable equity and into Public SPAC current redeemable equity in accordance with ASC 480 as the Public SPAC prepares for dissolution.
Fixed Assets
Fixed assets consist primarily of leasehold improvements, furniture, fixtures and equipment, computer hardware and software and other fixed assets which are recorded at cost, less accumulated depreciation. Leasehold improvements are amortized using the straight-line method, over the shorter of the respective estimated useful life or the lease term. Depreciation of furniture, fixtures, equipment and computer hardware and software is recorded over the estimated useful life of the asset, generally three to seven years , using the straight-line method. The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Upon the occurrence of a triggering event, management compares the estimated undiscounted cash flows associated with the long-lived asset to its carrying value to determine whether an impairment has occurred. If the undiscounted cash flows are less than the carrying value, an impairment is recorded as the difference between the fair value of the long-lived asset and its carrying value. Fair value is based on estimated discounted cash flows associated with the long-lived asset.
Foreign Currency
The functional currency of the Company’s international subsidiaries is the U.S. Dollar. Non-U.S. dollar denominated assets and liabilities of foreign operations are remeasured at rates of exchange as of the end of the reporting period. Non-U.S. dollar revenues and expenses of foreign operations are remeasured at average rates of exchange during the period. Gains and losses resulting from remeasurement are included in general, administrative and other in the accompanying Consolidated Statements of Operations. Foreign currency gains and losses resulting from transactions in currencies other than the functional currency are also included in general, administrative and other in the Consolidated Statements of Operations during the period the transaction occurred.
Repurchase Agreements
The Company, through its subsidiary, has financed the purchase of certain investments in the debt tranches of certain CLO funds through a repurchase agreement. The Company records these investments as an asset and the related borrowings under the repurchase agreements are recorded as a liability on the Consolidated Statements of Financial Condition. The amount borrowed is the amount equal to the debt investment outstanding in the CLO. Interest income earned and interest expense incurred on the repurchase obligation are reported on the Consolidated Statements of Operations. Accrued interest receivable on investments is included in other assets and accrued interest payable on repurchase agreements is included in accounts payable and accrued expenses on the Consolidated Statements of Financial Condition.
Securities sold under agreements to repurchase are accounted for as collateralized financing transactions. The Company provides securities to counterparties to collateralize amounts borrowed under repurchase agreements on terms that permit the counterparties to repledge or resell the securities to others. Securities transferred to counterparties under repurchase agreements are included within investments in the Consolidated Statements of Financial Condition. Cash received under a repurchase agreement is recognized as a liability within other liabilities in the Consolidated Statements of Financial Condition. Interest expense is recognized on an effective yield basis and is included within interest expense in the Consolidated Statements of Operations.
158
Table of Contents
TPG Inc.
Notes to Consolidated Financial Statements
Income Taxes
The Company is treated as a corporation for U.S. federal and state income tax purposes. The Company is subject to U.S. federal and state income taxes, in addition to local and foreign income taxes, with respect to our allocable share of taxable income generated by the TPG Operating Group partnerships. Prior to the Reorganization and the IPO, the Company was treated as a partnership for U.S. federal income tax purposes and therefore was not subject to U.S. federal and state income taxes except for certain consolidated subsidiaries that were subject to taxation in the United States (federal, state and local) and foreign jurisdictions as a result of their entity classification for tax reporting purposes. The provision for income taxes in the historical Consolidated Financial Statements consists of U.S. (federal, state and local) and foreign income taxes with respect to certain consolidated subsidiaries.
Deferred tax assets and liabilities are recognized for future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the periods in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period in which the enactment date occurs.
Under ASC Topic 740, Income Taxes , a valuation allowance is established when management believes it is more likely than not that a deferred tax asset will not be realized. The realization of deferred tax assets is dependent on the amount of our future taxable income. When evaluating the realizability of deferred tax assets, all evidence (both positive and negative) is considered. This evidence includes, but is not limited to, expectations regarding future earnings, future reversals of existing temporary tax differences and tax planning strategies.
Tax laws are complex and subject to different interpretations by the taxpayer and respective governmental taxing authorities. Significant judgment is required in determining tax expense and in evaluating tax positions including evaluating uncertainties. The Company reviews its tax positions quarterly and adjusts its tax balances as new information becomes available. The Company recognizes interest and penalties relating to unrecognized tax benefits as income tax expense (benefit) within the Consolidated Financial Statements.
Segment Reporting
The Company provides a variety of fee-based asset management services to the TPG funds, limited partners, SMAs and clients, and other vehicles, primarily in North America. The Company is also entitled to performance allocations from the TPG funds when the Company has a general partner interest. The Company operates its business as a single operating and reportable segment, as the Company’s CODM, its CEO, manages the business on a consolidated basis. The segment expenses regularly provided to the CODM are the same as those shown on the Company’s Consolidated Statement of Operations. The Company operates collaboratively across product lines through shared investment themes and relies on shared support functions that span across product lines. The CODM uses consolidated net income as one of the primary measures to make resource allocation decisions and assess the performance of the Company across reporting periods. There is no difference between segment assets and total consolidated assets. As the Company operates as a single segment, the accounting policies utilized by the segment are consistent with those included in the Consolidated Financial Statements herein.
Regulated Entities
At December 31, 2025, the Company consolidates a registered broker-dealer subsidiary that is subject to the minimum net capital requirements of the SEC and FINRA that may restrict the Company’s ability to withdraw funds from the broker-dealer. The broker-dealer has continuously operated in excess of its minimum net capital requirements.
Certain other U.S. and non-U.S. entities are subject to various investment adviser, commodity pool operator and trader regulations. This includes a number of U.S. entities that are registered as investment advisers with the SEC.
159
Table of Contents
TPG Inc.
Notes to Consolidated Financial Statements
Recent Accounting Pronouncements
In September, 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software , which is designed to modernize the accounting for software costs for internal-use software. ASU 2025-06 removes all references to prescriptive and sequential software development stages (referred to as “project stages”) and now states that a reporting entity should begin capitalizing costs once management has authorized and committed funding to the project and determined it is probable that the project will be completed and the software will be used to perform the function intended. The ASU is effective for the Company beginning after December 15, 2027, with early adoption permitted at the beginning of an annual reporting period. The Company is currently evaluating the impact of adoption of ASU 2025-06 on its Consolidated Financial Statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) . ASU 2024-03 aims to enhance transparency for users of financial statements by requiring public business entities to provide more detailed information about the types of expenses in commonly presented expense captions. In particular, ASU 2024-03 contains new required tabular disclosures related to the amounts of specified natural expenses (e.g., employee compensation, depreciation, intangible asset amortization) disclosed in a particular expense caption. Additionally, ASU 2024-03 clarifies that certain other expenses and gains or losses that must be disclosed under existing U.S. GAAP recorded in a relevant expense caption must also be presented in the same tabular disclosure. Lastly, ASU 2024-03 requires separate disclosure of selling expenses. ASU 2024-03 is effective for the Company beginning after December 15, 2026, with early adoption permitted. The Company is currently evaluating the impact of adoption of ASU 2024-03 on its Consolidated Financial Statements and disclosures.
Recently Adopted Accounting Guidance
On December 14, 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures , which requires a significant expansion of the granularity of the income tax rate reconciliation as well as an expansion of other income tax disclosures. ASU 2023-09 requires a company to disclose specific income tax categories within the rate reconciliation table and provide additional information for reconciling items that meet a quantitative threshold if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pre-tax income (or loss) by the applicable statutory income tax rate. There are also additional disclosures related to income taxes paid disaggregated by jurisdictions. The Company adopted ASU 2023-09 on a prospective basis and included additional disclosures within Note 12 “Income taxes” to comply with the requirements of ASU 2023-09.
On March 21, 2024, the FASB issued ASU 2024-01, Compensation—Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards , which provides illustrative guidance to help entities determine whether profits interest and similar awards should be accounted for as share-based payment arrangements within the scope of ASC Topic 718, Compensation—Stock Compensation . For public business entities, the amendments in this ASU are effective for annual periods beginning after December 15, 2024, and interim periods within those annual periods. The Company’s adoption of ASU 2024-01 on January 1, 2025 did not have a material impact on its Consolidated Financial Statements and disclosures.
3. Acquisition
Peppertree Acquisition
On July 1, 2025 (the “Peppertree Acquisition Date”), the Company and certain of its affiliated entities completed the acquisition (the “Peppertree Acquisition”) of the business of Peppertree Capital Management, Inc. (“Peppertree”) pursuant to the terms and conditions set forth in the transaction agreement (the “Peppertree Transaction Agreement”), as amended May 28, 2025, with Peppertree and certain affiliated entities and equity holders thereof (together with Peppertree, the “Peppertree Parties”), a specialized digital infrastructure investment firm with a focus on wireless communications towers. As a result of the Peppertree Acquisition, the Company expanded its platform diversity, with Peppertree’s alternative investment focus in wireless communications towers and related critical communication infrastructure assets.
160
Table of Contents
TPG Inc.
Notes to Consolidated Financial Statements
The Company accounted for the Peppertree Acquisition as a business combination under ASC Topic 805, Business Combinations (“ASC 805”), with assets acquired and liabilities assumed recorded at fair value as of July 1, 2025, subject to adjustments for provisional amounts through the measurement period, which is limited to one year from the Peppertree Acquisition Date. Peppertree contributed revenues of $ 66.9 million and net income of $ 37.3 million to the Company for the period ended December 31, 2025.
Pursuant to the Peppertree Transaction Agreement, the Company acquired Peppertree for both cash and non-cash consideration under U.S. GAAP equal to $ 389.6 million (“Peppertree Purchase Price”) as described below. The following table summarizes the fair value of amounts recognized for the assets acquired and liabilities assumed and resulting goodwill as of the Peppertree Acquisition Date (in thousands):
July 1, 2025
Purchase Price
Cash (a)
$ 235,659
Nonvoting Class A common stock (b)
153,973
Total Purchase Price $ 389,632
Recognized amounts of identifiable assets acquired and liabilities assumed
Cash and cash equivalents $ 505
Due from affiliates 2,933
Investments 561,945
Right-of-use asset 1,577
Intangible assets 248,900
Other assets 1,502
Total assets 817,362
Accounts payable and accrued expenses 23,006
Accrued performance allocation compensation 403,052
Operating lease liability 1,577
Other liabilities 4,455
Total liabilities 432,090
Assets acquired/liabilities assumed 385,272
Total Purchase Price 389,632
Non-controlling interest of Peppertree 57,749
Goodwill $ 62,109
_________________
(a) Cash consideration includes $ 2.5 million held in escrow on behalf of the sellers.
(b) Represents the fair value of approximately 2.9 million shares of nonvoting Class A common stock issued to certain Peppertree Parties upon consummation of the Peppertree Acquisition. The fair value of the shares of nonvoting Class A common stock was based on a $ 52.84 closing price for the shares of Class A common stock on the Peppertree Acquisition Date.
Pursuant to the terms of the Peppertree Transaction Agreement, the Company granted 5.4 million Common Units of TPG Operating Group (including an equal number of shares of Class B common stock of the Company) and 0.3 million restricted stock units of the Company to certain Peppertree Parties, which are deemed to be compensatory under U.S. GAAP and are not part of the Purchase Price. Additionally, certain Peppertree Parties will be entitled to an earnout payment of up to $ 300.0 million (the “Peppertree Earnout Payment”) upon the satisfaction of certain fee-related revenue and fundraising targets by Peppertree, payable, at the Company’s election and subject to certain limitations set forth in the Peppertree Transaction Agreement, in cash, Common Units (including an equal number of shares of Class B common stock) or a combination thereof. The Peppertree Earnout Payment is treated as post-combination compensation expense, as services are required from such Peppertree Parties post-closing. See Note 18 to the Consolidated Financial Statements for details.
161
Table of Contents
TPG Inc.
Notes to Consolidated Financial Statements
The total Purchase Price was allocated to the fair value of assets acquired and liabilities assumed as of the Peppertree Acquisition Date, with the excess Purchase Price recorded as goodwill. A third-party valuation specialist assisted the Company with the fair value estimates for the assets acquired and liabilities assumed. The Company recorded $ 62.1 million of goodwill as of the Peppertree Acquisition Date. Goodwill is primarily attributable to the scale, skill sets, operations and expected synergies that can be achieved subsequent to the Acquisition. The goodwill recorded is not deductible for tax purposes.
The fair value and weighted average estimated useful lives of the acquired identifiable intangible assets as of the Peppertree Acquisition Date consist of the following (in thousands):
Fair Value Valuation Methodology Estimated Average Useful Life (in years)
Management contracts $ 181,700 Multi-period excess earnings method ("MPEEM")
4 - 9
Contractual performance fee allocations 65,200 Discounted cash flow analysis 6
Trade name 2,000 Relief from royalty method 4.5
Fair value of intangible assets acquired $ 248,900
During the year ended December 31, 2025, the Company incurred $ 21.4 million of acquisition-related costs that were expensed and reported within general, administrative and other expenses in the Consolidated Statements of Operations.
The following unaudited pro forma information presents a summary of the Company’s Consolidated Statements of Operations for the years ended December 31, 2025 and 2024, as if the acquisition was completed as of January 1, 2024 (in thousands):
Year Ended December 31,
2025 2024
Revenues $ 4,766,572 $ 3,672,847
Net income (loss) attributable to TPG Inc./controlling interest 184,190 ( 1,503 )
These pro forma amounts have been calculated after applying the following material adjustments that were directly attributable to the Peppertree Acquisition:
• adjustments to include the impact of the additional amortization that would have been recorded assuming the fair value adjustments to intangible assets had been applied on January 1, 2024;
• adjustments to include additional equity-based compensation expense related to Common Units and restricted stock units issued to Peppertree Parties, as if the grants occurred on January 1, 2024;
• adjustments for changes in the performance allocation compensation to Peppertree Parties in connection with the Peppertree Acquisition; and
• adjustments to include transaction costs in net income as if the Peppertree Acquisition occurred on January 1, 2024.
162
Table of Contents
TPG Inc.
Notes to Consolidated Financial Statements
Angelo Gordon Acquisition
On November 1, 2023 (the “Angelo Gordon Acquisition Date”), the Company and certain of its affiliated entities (the “TPG Parties”) completed the acquisition (the “Angelo Gordon Acquisition”) of all of the voting interests and significant economics in Angelo, Gordon & Co., L.P., AG Funds L.P. and AG Partners, L.P. (collectively, “Angelo Gordon”) and certain of their affiliated entities (together with Angelo Gordon, the “Angelo Gordon Parties”), an alternative investment firm focused on credit and real estate investing, pursuant to the terms and conditions set forth in the transaction agreement (as amended, the “Angelo Gordon Transaction Agreement”), dated as of May 14, 2023, by and among the TPG Parties and Angelo Gordon Parties. As a result of the Angelo Gordon Acquisition, the Company expanded its platform diversity, with Angelo Gordon’s alternative investment focus on credit and real estate investing.
The Angelo Gordon Acquisition was accounted for as a business combination under ASC Topic 805, Business Combinations (“ASC 805”), with assets acquired and liabilities assumed recorded at fair value.
Pursuant to the Angelo Gordon Transaction Agreement, the Company acquired Angelo Gordon for both cash and non-cash consideration under U.S. GAAP equal to $ 1,143.4 million (“Angelo Gordon Purchase Price”) as described below. The Angelo Gordon Purchase Price included a combination of:
• $ 740.7 million in cash paid at closing;
• $ 16.3 million paid during the year ended December 31, 2024 to the sellers of Angelo Gordon as a result of post close net working capital adjustments;
• 9.2 million vested Common Units (and an equal number of Class B common stock) and 43.8 million unvested Common Units which are deemed to be compensatory under U.S. GAAP;
• the rights to an aggregate cash payment, payable in three payments of $ 50.0 million each, reflecting an aggregate of $ 150.0 million (the “Aggregate Annual Cash Holdback Amount”); and
• the non-compensatory portion under U.S. GAAP of a total earnout payment of up to $ 400.0 million in value (the “Angelo Gordon Earnout Payment”), subject to the satisfaction of certain fee-related revenue (“FRR”) targets during the period beginning on January 1, 2026 and ending on December 31, 2026 (the “Measurement Period”).
163
Table of Contents
TPG Inc.
Notes to Consolidated Financial Statements
As of December 31, 2024, the accounting for the Angelo Gordon Acquisition was complete. The following table summarizes the fair value of amounts recognized for the assets acquired and liabilities assumed and resulting goodwill as of the Angelo Gordon Acquisition Date (in thousands):
November 1, 2023
Purchase Price
Cash (a)
$ 740,703
Amounts payable to seller (b)
16,334
Common Units (c)
233,894
Fair value of Aggregate Annual Cash Holdback Amount (d)
125,158
Fair value of Earnout Payment (e)
27,315
Total Purchase Price $ 1,143,404
Recognized amounts of identifiable assets acquired and liabilities assumed
Cash and cash equivalents $ 383,868
Due from affiliates 184,252
Investments 1,046,375
Intangible assets 547,500
Other assets 172,282
Total assets 2,334,277
Accounts payable and accrued expenses 307,308
Due to affiliates 150,228
Accrued performance allocation compensation 744,903
Other liabilities 190,147
Total liabilities 1,392,586
Assets acquired/liabilities assumed 941,691
Total Purchase Price 1,143,404
Non-controlling interest of Angelo Gordon 4,172
Goodwill $ 205,885
_________________
(a) Represents the closing cash consideration of $ 740.7 million, which was comprised of $ 270.7 million of cash on hand and $ 470.0 million of proceeds from drawing on the Company’s Senior Unsecured Revolving Credit Facility. Out of the closing cash consideration of $ 740.7 million, $ 100.0 million was held in escrow on behalf of the sellers, which was fully released during the year ended December 31, 2024.
(b) Represents the difference between the estimated cash consideration paid at closing and the final cash consideration determined no later than April 30, 2024 in accordance with the amended terms of the Angelo Gordon Transaction Agreement, which was fully paid as of June 30, 2024.
(c) Represents the fair value of approximately 9.2 million vested Common Units granted to the Angelo Gordon partners upon consummation of the Angelo Gordon Acquisition. The fair value of Common Units was based on a $ 28.18 closing price for the shares of Class A common stock on the Angelo Gordon Acquisition Date, adjusted for a discount for lack of marketability. Approximately 43.8 million unvested Common Units and 8.4 million Service Awards available to be granted in connection with the Angelo Gordon Acquisition are considered compensatory under U.S. GAAP and are not part of the Angelo Gordon Purchase Price. Refer to Note 18 to the Consolidated Financial Statements for details.
(d) Represents the estimated fair value of the Aggregate Annual Cash Holdback Amount of $ 150.0 million, which is payable in three equal annual installments of $ 50.0 million, subject to the absence of promote shortfall in each respective calendar year (2024, 2025 and 2026). The estimated fair value of $ 125.2 million, reflected as contingent consideration, was determined using a present value approach. Inputs to fair value include the present value period and the discount rate applied to the annual payments.
(e) Represents the estimated fair value of the non-compensatory portion of the Angelo Gordon Earnout Payment expected to be paid in the form of cash and vested Common Units to Angelo Gordon partners upon satisfaction of certain FRR targets during the Measurement Period. This amount, reflected as contingent consideration, was determined using a multiple probability simulation approach. Inputs to the fair value include probability adjusted FRR amounts and FRR target thresholds. The compensatory portion of the Angelo Gordon Earnout Payment to the Angelo Gordon partners is treated as post-combination compensation expense, as services are required from such partners post-Closing. See Note 18 to the Consolidated Financial Statements for details.
164
Table of Contents
TPG Inc.
Notes to Consolidated Financial Statements
The total Purchase Price was allocated to the fair value of assets acquired and liabilities assumed as of the Angelo Gordon Acquisition Date, with the excess Purchase Price recorded as goodwill. A third-party valuation specialist assisted the Company with the fair value estimates for the assets acquired and liabilities assumed. The Company recorded $ 205.9 million of goodwill as of the Angelo Gordon Acquisition Date. Goodwill is primarily attributable to the scale, skill sets, operations and expected synergies that can be achieved subsequent to the Angelo Gordon Acquisition. The goodwill recorded is not deductible for tax purposes.
The fair value and weighted average estimated useful lives of the acquired identifiable intangible assets as of the Angelo Gordon Acquisition Date consist of the following (in thousands):
Fair Value Valuation Methodology Estimated Average Useful Life (in years)
Management contracts $ 287,000 Multi-period excess earnings method ("MPEEM")
5 - 12.5
Contractual performance fee allocations 199,000 Discounted cash flow analysis 6.5
Technology 46,000 Replacement cost analysis and relief from royalty analysis 4
Trade name 15,500 Relief from royalty method 5.5
Fair value of intangible assets acquired $ 547,500
The following unaudited pro forma information presents a summary of the Company’s Consolidated Statements of Operations fo r the years ended December 31, 2023 and 2022 , as if the acquisition was completed as of January 1, 2022 (in thousands):
Year Ended December 31,
2023 2022
Revenues $ 3,045,143 $ 2,600,420
Net income attributable to TPG Inc./controlling interest 66,550 ( 25,798 )
These pro forma amounts have been calculated after applying the following material adjustments that were directly attributable to the Angelo Gordon Acquisition:
• adjustments to exclude amounts related to Angelo Gordon’s CLOs that were deconsolidated as of September 30, 2023 in accordance with the terms of the Angelo Gordon Transaction Agreement;
• adjustments to include the impact of the additional amortization that would have been recorded assuming the fair value adjustments to intangible assets had been applied on January 1, 2022;
• adjustments to interest expense for additional funding obtained by TPG in connection with the Angelo Gordon Acquisition;
• adjustments to include additional equity-based compensation expense related to Common Units and Service Awards issued to Angelo Gordon partners and professionals, as if the grants occurred on January 1, 2022;
• adjustments for changes in the performance allocation compensation to Angelo Gordon partners in connection with the Angelo Gordon Acquisition;
• adjustments to allocation of net income to reflect the pro-rata economic ownership attributable to TPG post Angelo Gordon Acquisition;
• adjustments to reflect the tax effects of the Angelo Gordon Acquisition and the related adjustments as if Angelo Gordon had been included in the Company’s results as of January 1, 2022; and
165
Table of Contents
TPG Inc.
Notes to Consolidated Financial Statements
• adjustments to include transaction costs in earnings as if the Angelo Gordon Acquisition occurred on January 1, 2022.
4. Investments
Investments consist of the following (in thousands):
December 31,
2025 2024
Equity method - performance allocations $ 7,309,239 $ 5,958,079
Equity method - capital interests (includes assets pledged of $ 521,124 and $ 647,448 as of December 31, 2025 and December 31, 2024, respectively)
1,801,436 1,284,255
Loan held for sale — 47,880
Investments held to maturity, at amortized cost (includes assets pledged of $ 82,198 and $ 73,485 as of December 31, 2025 and December 31, 2024, respectively)
88,480 78,941
Investments held for sale and other (a)
— 121,995
Equity method - other 12,661 12,003
Equity investments — 128
Total investments $ 9,211,816 $ 7,503,281
_________________
(a) As of December 31, 2024, investments held for sale and other includes $ 78.1 million of investments held for sale for which the fair value option has been elected.
Net gains (losses) from performance allocations and capital interests are disclosed in the Revenue section of Note 2 to the Consolidated Financial Statements. The following table summarizes net gains (losses) from investment activities (in thousands):
Year Ended December 31,
2025 2024 2023
Net (losses) gains of investments held for sale and other $ ( 2,227 ) $ 2,572 $ —
Net (losses) gains of equity method investments, fair value option — ( 26,785 ) 15,264
Net losses of equity method investments - other ( 838 ) ( 1,217 ) ( 1,306 )
Net gains (losses) from equity investments 218 ( 3,896 ) ( 7,394 )
Total net (losses) gains from investment activities $ ( 2,847 ) $ ( 29,326 ) $ 6,564
Loan Held for Sale
As of December 31, 2024, the Company held a short-term funding arrangement as part of the Company’s capital markets activities for $ 47.9 million, which is recorded at amortized cost basis in investments on the Consolidated Statements of Financial Condition. As of December 31, 2025, the short-term funding arrangement had been settled.
Investments Held to Maturity, at Amortized Cost
In connection with the acquisition of Angelo Gordon, the Company acquired investments held to maturity, and the carrying value of these investments are included in investments on the Consolidated Statements of Financial Condition. The Company estimates an allowance for credit losses (“ACL”) on the investments classified as held to maturity securities. The fair value of investments held to maturity, excluding any reserves for credit losses, was $ 90.0 million and $ 81.6 million at December 31, 2025 and 2024, respectively.
166
Table of Contents
TPG Inc.
Notes to Consolidated Financial Statements
Equity Method Investments
The Company evaluates its equity method investments in which it has not elected the fair value option for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may not be recoverable. During the years ended December 31, 2025 and 2024, the Company did no t recognize any impairment losses on an equity method investment without a readily determinable fair value.
Summarized Financial Information
TPG evaluates each of its equity method investments to determine if any are significant as defined in the regulations promulgated by the SEC. As of and for the years ended December 31, 2025, 2024 and 2023, no individual equity method investment held by TPG met the significance criteria. As such, TPG is not required to present separate financial statements for any of its equity method investments.
The following table shows summarized financial information relating to the Consolidated Statements of Financial Condition for all of TPG’s equity method investments assuming 100 % ownership as of December 31, 2025 and 2024 (in thousands):
December 31,
2025 2024
Total assets $ 196,020,558 $ 153,574,291
Total liabilities 44,298,175 29,826,843
Total equity 151,722,383 123,747,448
The following table shows summarized financial information relating to the Consolidated Statements of Operations for all of TPG’s equity method investments assuming 100 % ownership for the years ended December 31, 2025, 2024 and 2023 (in thousands):
Year Ended December 31,
2025 2024 2023
Revenues $ 18,104,095 $ 13,639,080 $ 11,092,500
Expenses 4,442,523 4,379,772 4,134,838
Net income $ 13,661,572 $ 9,259,308 $ 6,957,662
5. Fair Value Measurement
The following tables summarize the valuation of the Company’s financial assets and liabilities that fall within the fair value hierarchy (in thousands):
December 31, 2025
Level I Level II Level III Total
Liabilities
Aggregate Annual Cash Holdback Amount $ — $ — $ 70,875 $ 70,875
Earnout Payment — — 13,727 13,727
Total liabilities $ — $ — $ 84,602 $ 84,602
167
Table of Contents
TPG Inc.
Notes to Consolidated Financial Statements
December 31, 2024
Level I Level II Level III Total
Assets
Investments held for sale and other (a)
$ — $ — $ 121,995 $ 121,995
Equity investments 128 — — 128
Total assets $ 128 $ — $ 121,995 $ 122,123
Liabilities
Aggregate Annual Cash Holdback Amount $ — $ — $ 107,991 $ 107,991
Earnout Payment — — 32,769 32,769
Total liabilities $ — $ — $ 140,760 $ 140,760
_________________
(a) Investments held for sale and other are held primarily for the purpose of selling in the near term as described in Note 2 to the Consolidated Financial Statements.
The following tables summarize the changes in the fair value of financial instruments for which the Company has used Level III inputs to determine fair value (in thousands):
Year Ended December 31,
2025 2024
Investments held for sale and other
Balance, beginning of period $ 121,995 $ —
Purchases 266,273 119,423
Proceeds ( 386,041 ) —
Change in unrealized value ( 2,227 ) 2,572
Balance, end of period $ — $ 121,995
Financial liabilities
Balance, beginning of period $ 140,760 $ 156,299
Unrealized gains, net
( 37,512 ) ( 15,539 )
Payments ( 18,646 ) —
Balance, end of period $ 84,602 $ 140,760
Total realized and unrealized gains and losses recorded for Level III investments held for sale and other are reported in net gains (losses) from investment activities in the Consolidated Statements of Operations. Total realized and unrealized gains and losses recorded for Level III financial liabilities are reported in interest, dividends and other in the Consolidated Statements of Operations.
The following tables provide qualitative information about instruments categorized in Level III of the fair value hierarchy as of December 31, 2025 and 2024. In addition to the techniques and inputs noted in the table below, in accordance with the valuation policy, other valuation techniques and methodologies are used when determining fair value measurements. The below table is not intended to be all-inclusive, but rather provides information on the significant Level III inputs as they relate to the Company’s fair value measurements (fair value measurements in thousands):
168
Table of Contents
TPG Inc.
Notes to Consolidated Financial Statements
Fair Value as of December 31, 2025 Valuation Technique(s) Unobservable Input(s) (a)
Range (Weighted Average) (b)
Liabilities
Aggregate Annual Cash Holdback Amount $ 70,875 Present value Discount rate 8.0 %
Earnout Payment 13,727 Multiple probability simulation Estimated revenue volatility 20.1 %
$ 84,602
_________________
(a) In determining certain of these inputs, management evaluates a variety of factors including economic conditions, industry and market developments, market valuations of comparable companies and company-specific developments including exit strategies and realization opportunities. Management has determined that market participants would take these inputs into account when valuing the instruments.
(b) Inputs weighted based on fair value of instruments in range.
Fair Value as of December 31, 2024 Valuation Technique(s) Unobservable Input(s) (a)
Range (Weighted Average) (b)
Assets
Investments held for sale and other $ 121,995 Discounted cash flow Yield 18.6 % - 24.7 % ( 20.8 %)
Market comparable Adjusted EBITDA multiple 9.25 x - 10.00 x ( 9.30 x)
$ 121,995
Liabilities
Aggregate Annual Cash Holdback Amount $ 107,991 Present value Discount rate 8.0 %
Earnout Payment 32,769 Multiple probability simulation Estimated revenue volatility 20.8 %
$ 140,760
______________
(a) In determining certain of these inputs, management evaluates a variety of factors including economic conditions, industry and market developments, market valuations of comparable companies and company-specific developments including exit strategies and realization opportunities. Management has determined that market participants would take these inputs into account when valuing the instruments.
(b) Inputs weighted based on fair value of instruments in range.
169
Table of Contents
TPG Inc.
Notes to Consolidated Financial Statements
6. Intangible Assets and Goodwill
Intangible Assets, Net
The following table summarizes the carrying values of intangible assets as of December 31, 2025 and December 31, 2024 (in thousands):
December 31,
2025 2024
Gross Carrying Value Accumulated Amortization Net Carrying Value Gross Carrying Value Accumulated Amortization Net Carrying Value
Contractual performance fee allocations (a)
$ 378,200 $ ( 145,052 ) $ 233,148 $ 313,000 $ ( 92,718 ) $ 220,282
Management contracts (a)
468,700 ( 92,216 ) 376,484 302,000 ( 53,680 ) 248,320
Technology 46,000 ( 24,917 ) 21,083 46,000 ( 13,417 ) 32,583
Investor relationships 25,000 ( 9,375 ) 15,625 25,000 ( 7,292 ) 17,708
Trade name (a)
17,500 ( 6,328 ) 11,172 15,500 ( 3,288 ) 12,212
Other intangible assets (a), (b)
2,994 ( 667 ) 2,327 8,494 ( 5,892 ) 2,602
Total intangible assets, net
$ 938,394 $ ( 278,555 ) $ 659,839 $ 709,994 $ ( 176,287 ) $ 533,707
_________________
(a) Includes intangible assets with a net carrying value of $ 227.7 million as of December 31, 2025 related to the acquisition of Peppertree described in Note 3 to the Consolidated Financial Statements.
(b) Includes indefinite-lived intangible assets of $ 1.0 million as of December 31, 2025 and December 31, 2024.
The Company recognized no material impairment losses on intangible assets during the years ended December 31, 2025 and 2024.
Intangible asset amortization expense was $ 124.8 million, $ 115.8 million and $ 41.2 million for the years ended December 31, 2025, 2024 and 2023, respectively.
The following table presents estimated remaining amortization expense for finite-lived intangible assets that existed as of December 31, 2025 (in thousands):
2026 $ 144,508
2027 141,258
2028 120,415
2029 94,810
2030 46,616
Thereafter 111,238
Total $ 658,845
170
Table of Contents
TPG Inc.
Notes to Consolidated Financial Statements
Goodwill
The following table summarizes the carrying value of the Company’s goodwill as of December 31, 2025 and 2024 (in thousands):
December 31,
2025 2024
Goodwill
Balance, beginning of period $ 436,079 $ 436,079
Acquisition 62,109 —
Balance, end of period $ 498,188 $ 436,079
As of December 31, 2025, there have been no impairment losses recognized on goodwill.
7. Other Assets
Other assets consist of the following (in thousands):
December 31,
2025 2024
Fixed assets, net:
Leasehold improvements $ 167,692 $ 161,962
Computer hardware and software 39,227 38,596
Furniture, fixtures and equipment 8,413 8,267
Other fixed assets 54,509 34,369
Accumulated depreciation ( 171,212 ) ( 153,740 )
Total fixed assets, net 98,629 89,454
Prepaid expenses 87,963 73,422
Deferred placement fees 48,802 26,858
Other 61,907 42,652
Other assets $ 297,301 $ 232,386
8. Accounts Payable and Accrued Expenses, and Other Liabilities
Accounts payable and accrued expenses consist of the following (in thousands):
December 31,
2025 2024
Trade accounts payable $ 46,936 $ 45,606
Accrued expenses 183,587 166,308
Accounts payable and accrued expenses $ 230,523 $ 211,914
171
Table of Contents
TPG Inc.
Notes to Consolidated Financial Statements
Other liabilities consist of the following (in thousands):
December 31,
2025 2024
Tax Receivable Agreement (see Note 12) $ 316,552 $ 22,465
Clawback liability (see Note 16) 7,925 5,450
Contingent consideration 84,602 140,760
Repurchase agreements 88,195 78,196
Liability classified awards (see Note 18) 23,935 67,703
Other 183,306 69,857
Other liabilities $ 704,515 $ 384,431
Tax Receivable Agreement
Pursuant to the Exchange Agreement, certain non-affiliate parties of TPG Partner Holdings are authorized to exchange Common Units for an equal number of shares of Class A Common Stock. During the year ended December 31, 2025, these non-affiliate parties exchanged 21,000,000 Common Units, as described in Note 12 to the Consolidated Financial Statements. These exchanges resulted in an increase in the Company’s tax basis of its investment in the TPG Operating Group and is subject to the Tax Receivable Agreement. Accordingly, the Company recorded an additional Tax Receivable Agreement liability in the amount of $ 294.1 million during the year ended December 31, 2025. As of December 31, 2025 and 2024, other liabilities include $ 316.6 million and $ 22.5 million, respectively, related to these non-affiliate parties.
Contingent Consideration
In connection with the Angelo Gordon Acquisition described in Note 3, the Company recorded contingent consideration liabilities of $ 152.5 million to reflect the estimated fair value of the contingent consideration for the Angelo Gordon Earnout Payment and Aggregate Annual Cash Holdback Amount as of the Angelo Gordon Acquisition Date. Contingent consideration is included in other liabilities on the Consolidated Statements of Financial Condition. Contingent consideration is remeasured at each reporting period, and any changes in fair value are recognized as interest, dividends and other in the Consolidated Statements of Operations. As of December 31, 2025 and 2024, other liabilities include $ 84.6 million and $ 140.8 million, respectively, related to contingent consideration.
Repurchase Agreements
In connection with the Angelo Gordon Acquisition described in Note 3, the Company holds various investments in CLO funds. Northwoods European Management, LLC (“ECLO”), a consolidated subsidiary of the Company has a master repurchase agreement with NWCC Cayman, LLC (“Nearwater”) with respect to the Company’s investment in the debt tranches of various CLO funds. The repurchase agreement extends a facility of a maximum of 100,000 Euros to ECLO for future investment in the debt issued by CLO funds. The repurchase agreement bears interest at a rate of 0.5 % spread above the interest earned by ECLO on the tranches of notes subject to the master repurchase agreement. The weighted average interest rate for the periods ended December 31, 2025 and 2024 is 4.4 % and 5.9 %, respectively.
ECLO had outstanding borrowings under the repurchase agreement with Nearwater as of December 31, 2025 and 2024 to finance its investments in the debt of three CLO funds with maturity dates ranging from November 25, 2033 through March 15, 2034. As of December 31, 2025 and 2024, borrowings of $ 66.3 million and $ 58.9 million, respectively, are outstanding on the facility which is recorded in other liabilities on the Consolidated Statements of Financial Condition. ECLO pledges as collateral its investments in the debt of the CLO funds fully collateralizing all outstanding borrowings drawn under the repurchase agreement. All outstanding borrowings drawn from the repurchase agreement mature in a period greater than 90 days.
172
Table of Contents
TPG Inc.
Notes to Consolidated Financial Statements
ECLO entered into an additional master repurchase agreement with Citibank, N.A. on December 22, 2021, to finance the purchase of the Company’s investment in one of the CLO funds managed by the entity. The repurchase agreement bears interest at a rate of 0.5 % spread above the interest earned by ECLO on the tranches of notes subject to the master repurchase agreement. The weighted average interest rate for the periods ended December 31, 2025 and 2024 is 4.4 % and 5.6 %, respectively. ECLO had outstanding borrowings under the repurchase agreement as of December 31, 2025 and 2024 to finance the investment in the debt of one CLO fund with a maturity date of October 15, 2035. As of December 31, 2025 and 2024, borrowings of $ 21.9 million and $ 19.3 million, respectively, are outstanding on the repurchase agreement which is recorded in other liabilities on the Consolidated Statements of Financial Condition. ECLO pledges as collateral its investments in the debt of the CLO funds fully collateralizing all outstanding borrowings drawn under the repurchase agreement. All outstanding borrowings drawn from the repurchase agreement mature in a period greater than 90 days.
9. Credit and Market Risk
The Company holds substantially all of its excess cash in bank deposits at highly rated banking corporations or investments in highly rated money market funds, which are included in cash and cash equivalents and restricted cash in the Consolidated Financial Statements. The Company continually monitors the risk associated with these deposits and investments. Management believes the carrying values of these assets are reasonable taking into consideration credit and market risks along with estimated collateral values, payment histories and other information.
In the normal course of business, TPG encounters market and credit risk concentrations. Market risk reflects changes in the value of investments due to changes in interest rates, credit spreads or other market factors. The TPG funds are subject to credit risk to the extent any counterparty is unable to deliver cash balances, securities, or the fair value of swaps, or clear security transactions on the TPG funds’ behalf. The settlement, clearing and depository operations for the TPG funds’ securities trading activities are performed pursuant to agreements with counterparties, which are primarily global financial institutions. The TPG funds manage this risk by monitoring daily the financial condition and credit quality of the parties with which the TPG funds conduct business, but in the event of default by any of the TPG funds’ counterparties, the loss to the TPG funds could be material.
The Company is subject to potential concentration risk related to the investors’ commitments to TPG funds. At December 31, 2025, no individual investor accounted for more than 10% of the total committed capital to TPG’s active funds.
Furthermore, certain of the TPG funds’ investments are made in private companies and there are generally no public markets for the underlying securities at the current time. The TPG funds’ ability to liquidate their publicly traded investments are often subject to limitations, including discounts that may be required to be taken on quoted prices due to the number of shares being sold. Subordinate investments held by TPG may be less marketable, or in some instances illiquid, because of the absence of registration under federal securities laws, contractual restrictions on transfer, the small size of the market and the small size of the issue (relative to issues of comparable interests). As a result, the TPG funds may encounter difficulty in selling its investments or may, if required to liquidate investments to satisfy redemption requests of its investors or debt service obligations, be compelled to sell such investments at less than fair value. Other limitations for TPG to dispose of an investment and realize value include currency fluctuations and natural disasters.
The TPG funds make investments outside of the United States. Investments outside the United States may be subject to less developed bankruptcy, corporate, partnership and other laws (which may have the effect of disregarding or otherwise circumventing the limited liability structures potentially causing the actions or liabilities of one fund or a portfolio company to adversely impact the TPG funds or an unrelated fund or portfolio company). Non-U.S. investments are subject to the same risks associated with the TPG funds’ U.S. investments as well as additional risks, such as fluctuations in foreign currency exchange rates, unexpected changes in regulatory requirements, heightened risk of political and economic instability, difficulties in managing non-U.S. investments, potentially adverse tax consequences and the burden of complying with a wide variety of foreign laws.
Furthermore, TPG is exposed to economic risk concentrations related to certain large investments as well as concentrations of investments in certain industries and geographies.
173
Table of Contents
TPG Inc.
Notes to Consolidated Financial Statements
TPG is exposed to economic risk concentrations insofar as the Company is dependent on the ability of the TPG funds that it manages to compensate it for the services it provides to these TPG funds. Further, the incentive income component of this compensation is based on the ability of such TPG funds to generate returns above certain specified thresholds.
Additionally, TPG is exposed to interest rate risk. TPG has debt obligations that have variable rates. Interest rate changes may therefore affect the amount of interest payments, future earnings and cash flows.
TPG’s derivative financial instruments contain credit risk to the extent that its counterparties may be unable to meet the terms of the agreements. Some of the markets in which the Company may effect its transactions are “over-the-counter” or “interdealer” markets. The participants in such markets are typically not subject to credit evaluation and regulatory oversight unlike members of exchange-based markets. This exposes the Company to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the applicable contract (whether or not such dispute is bona fide) or because of a credit or liquidity problem, causing the Company to suffer losses. Such “counterparty risk” is accentuated for contracts with longer maturities where events may intervene to prevent settlement, or where the Company has concentrated its transactions with a single or small group of counterparties. TPG attempts to minimize this risk by limiting its counterparties to major financial institutions with strong credit ratings.
10. Variable Interest Entities
TPG consolidates VIEs in which it is considered the primary beneficiary as described in Note 2 to the Consolidated Financial Statements. TPG’s investment strategies differ by TPG fund; however, the fundamental risks have similar characteristics, including loss of invested capital and loss of management fees and performance allocations. The Company does not provide performance guarantees and has no other financial obligation to provide funding to consolidated VIEs other than its own capital commitments.
The assets of consolidated VIEs may only be used to settle obligations of these consolidated VIEs. In addition, there is no recourse to the Company for the consolidated VIEs’ liabilities.
The Company holds variable interests in certain VIEs which are not consolidated as it is determined that the Company is not the primary beneficiary. The Company’s involvement with such entities is in the form of direct equity interests and fee arrangements. The fundamental risks have similar characteristics, including loss of invested capital and loss of management fees and performance allocations. Accordingly, disaggregation of TPG’s involvement by type of VIE would not provide more useful information. TPG may have an obligation as general partner to provide commitments to unconsolidated VIEs. For the years ended December 31, 2025 and 2024, TPG did not provide any amounts to unconsolidated VIEs other than its obligated commitments.
The maximum exposure to loss represents the loss of assets recognized by TPG relating to non-consolidated entities and any amounts due to non-consolidated entities.
The assets and liabilities recognized in the Company’s Consolidated Statements of Financial Condition related to its interest in these non-consolidated VIEs and its maximum exposure to loss relating to non-consolidated VIEs were as follows (in thousands):
December 31,
2025 2024
Investments (includes assets pledged of $ 521,124 and $ 647,448 as of December 31, 2025 and December 31, 2024, respectively)
$ 1,774,815 $ 1,257,220
Due from affiliates 408,022 340,835
Potential clawback obligation 2,456,516 2,140,355
Due to affiliates 72,266 57,239
Maximum exposure to loss $ 4,711,619 $ 3,795,649
Additionally, cumulative performance allocations of $ 7.3 billion and $ 6.0 billion as of December 31, 2025 and December 31, 2024, respectively, are subject to reversal in the event of future losses.
174
Table of Contents
TPG Inc.
Notes to Consolidated Financial Statements
RemainCo
The TPG Operating Group and RemainCo entered into certain agreements to effectuate the go-forward relationship between the entities. The arrangements discussed below represent the TPG Operating Group’s variable interests in RemainCo, which do not provide the TPG Operating Group with the power to direct the activities that most significantly impact RemainCo’s performance and operations. As a result, RemainCo represents a non-consolidated VIE.
RemainCo Performance Earnings Agreement
In accordance with the TPG Operating Group’s agreement with RemainCo (the “RemainCo Performance Earnings Agreement”), RemainCo is entitled to distributions in respect of performance allocations from TPG funds as described below. For certain existing TPG funds that are advanced in their life cycles, which we refer to as the “Excluded Funds,” RemainCo is generally entitled to receive distributions of performance allocations not previously designated for partners and employees or unaffiliated third parties, and the TPG Operating Group is not entitled to further performance allocations from the Excluded Funds. For TPG funds of a more recent vintage and for future TPG funds, which we collectively refer to as the “Included Funds,” RemainCo is entitled to a base performance allocation ranging from 10 % to 15 % (subject to limited exceptions, including TPG funds acquired in a business combination or formed with meaningful participation by the counterparty of such business combination) depending upon the Included Fund (the “Base Entitlement”).
With respect to any TPG Fund that holds a first closing involving non-affiliated investors (a “First Closing”) on or after the fifth anniversary of the IPO, the Base Entitlement will step down ratably for each annual period following the fifth anniversary of the IPO through the fifteenth anniversary. RemainCo will not be entitled to distributions of performance allocations with respect to TPG funds that have not held a First Closing on or prior to the fifteenth anniversary of the IPO. Once determined, RemainCo’s entitlement to the performance allocation percentage with respect to any TPG Fund will remain in effect for the life of the applicable fund.
RemainCo is obligated to fund its pro rata share of clawback obligations with respect to any TPG fund (in proportion to the Base Entitlement with respect to such TPG fund) either directly or through indemnity or similar obligations to the TPG Operating Group. In the event that the underlying assets of RemainCo are not sufficient to cover the clawback amount, the TPG Operating Group is obligated to cover any shortfall of the clawback. This shortfall covered by the TPG Operating Group would be required to be repaid by RemainCo out of future distributions.
Further, in the calendar years 2024 and 2023, if the amount otherwise available under the discretionary performance allocation program is less than $ 130.0 million and $ 120.0 million, respectively, our Chief Executive Officer can determine to increase the performance allocations available under such performance allocation program by an amount equal to the shortfall plus $ 10.0 million (which we refer to as “Performance Allocation Increases”), by allocating amounts to the holders of Promote Units that would have otherwise been distributable to RemainCo. The maximum Performance Allocation Increase in any year is $ 40.0 million. In the calendar years 2024 and 2023, the Performance Allocation Increase to the holders of Promote Units was $ 32.2 million and $ 29.2 million, respectively.
RemainCo Administrative Services Agreement
The TPG Operating Group has entered into an administrative services agreement with RemainCo whereby the TPG Operating Group provides RemainCo with certain administrative services, including maintaining RemainCo’s books and records, tax and financial reporting and similar support which began on January 1, 2022. In exchange for these services, RemainCo pays the TPG Operating Group an annual administration fee in the amount of 1 % per annum of the net asset value of RemainCo’s assets, with such amount payable quarterly in advance and recorded in expense reimbursements and other within revenues in the Consolidated Statements of Operations.
Securitization Vehicles
During 2018, certain subsidiaries of the Company issued $ 200.0 million in privately placed securitization notes. Certain equity interests of these subsidiaries serve as collateral for the notes. The Company used one or more special purpose entities that are considered VIEs to issue notes to third-party investors in the securitization transactions. The notes issued by these VIEs are backed by the cash flows related to the Company’s equity method investments (“Participation Rights”) in certain funds. The Company determined that it is the primary beneficiary of the securitization vehicles because
175
Table of Contents
TPG Inc.
Notes to Consolidated Financial Statements
(i) its servicing responsibilities for the Participation Rights give the Company the power to direct the activities that most significantly impact the performance of the VIEs, and (ii) its variable interests in the VIEs give the Company the obligation to absorb losses and the right to receive residual returns that could potentially be significant. In 2019, certain subsidiaries of the Company issued an additional $ 50.0 million in privately placed securitization notes.
The transfer of Participation Rights to the special purpose entities are considered sales for legal purposes. However, the Participation Rights and the related debt remain on the Company’s Consolidated Statements of Financial Condition. The Company recognizes interest expense on the Secured Notes issued by the special purpose entities.
The Participation Rights of the VIEs, cash and restricted cash serve as the sole source of repayment for the notes issued by these entities. Investors in the notes issued by the VIEs do not have recourse to the Company or to its other assets. Additionally, the Participation Rights and other assets directly held by the VIEs are not available to satisfy the general obligations of the Company.
As the primary beneficiary of these entities, the Company is exposed to credit, interest rate and market risk from the Participation Rights in the VIEs. However, the Company’s exposure to these risks did not change as a result of the transfer of Participation Rights to the VIEs. The Company may also be exposed to interest rate risk arising from the Secured Notes issued by the VIEs.
As of December 31, 2025 and December 31, 2024, the carrying amount of Secured Notes issued by the VIEs was $ 246.2 million and $ 245.9 million, respectively, and is shown in the Company’s Consolidated Statements of Financial Condition as debt obligations, net of unamortized issuance costs of $ 3.8 million and $ 4.1 million, respectively.
The following table depicts the total assets and liabilities related to VIE securitization transactions included in the Company’s Consolidated Statements of Financial Condition (in thousands):
December 31,
2025 2024
Cash and cash equivalents $ 5,473 $ 21,297
Restricted cash 13,166 13,175
Participation rights receivable (a)
521,124 647,448
Due from affiliates 435 435
Total assets $ 540,198 $ 682,355
Accrued interest $ 191 $ 191
Due to affiliates and other 131 162
Secured notes, net 246,183 245,875
Total liabilities $ 246,505 $ 246,228
_________________
(a) Participation rights receivable related to VIE securitization transactions are included in investments in the Company’s Consolidated Statements of Financial Condition .
176
Table of Contents
TPG Inc.
Notes to Consolidated Financial Statements
11. Debt Obligations
On August 14, 2025, the Notes Issuer completed an offering of $ 500.0 million aggregate principal amount of Senior Notes due 2036. The 2036 Senior Notes will mature on January 15, 2036, unless earlier accelerated, redeemed or repurchased. The 2036 Senior Notes are fully and unconditionally guaranteed, jointly and severally, by each of the Guarantors, and are unsecured and unsubordinated obligations of the Notes Issuer and the Guarantors. The 2036 Senior Notes bear interest at a rate of 5.375 % per annum, which is payable semi-annually in arrears on January 15 and July 15 of each year, beginning on January 15, 2026. The 2036 Senior Notes contain certain covenants which, subject to certain limitations, restrict the ability of the Notes Issuer and, as applicable, the Guarantors to merge, consolidate or sell, assign, transfer, lease or convey all or substantially all of their combined assets, or create liens on the voting stock of their subsidiaries. Transaction costs related to the 2036 Senior Notes issuance have been capitalized and are amortized over the life of the 2036 Senior Notes.
The following table summarizes the Company’s and its subsidiaries’ debt obligations (in thousands):
As of December 31, 2025 As of December 31, 2024
Maturity Date Borrowing Amount Carrying Value Interest Rate Carrying Value Interest Rate
Senior Unsecured Revolving Credit Facility (a)
May 2030 $ 1,750,000 $ — 4.74 % $ — 5.43 %
2034 Senior Notes (b)
March 2034 600,000 594,700 5.88 % 594,051 5.88 %
2036 Senior Notes (c)
January 2036 500,000 491,353 5.38 % — — %
Subordinated Notes (d)
March 2064 400,000 390,311 6.95 % 390,058 6.95 %
Secured Notes - Tranche A (e)
June 2038 200,000 196,931 5.33 % 196,683 5.33 %
Secured Notes - Tranche B (e)
June 2038 50,000 49,252 4.75 % 49,192 4.75 %
364-Day Revolving Credit Facility (f)
April 2026 300,000 — 5.69 % 52,000 6.33 %
Subordinated Credit Facility (g)
August 2027 30,000 — 6.04 % — 6.68 %
Total debt obligations $ 3,830,000 $ 1,722,547 $ 1,281,984
_________________
(a) As of December 31, 2025, the Senior Unsecured Revolving Credit Facility has aggregate revolving commitments of $ 1.75 billion. Dollar-denominated principal amounts outstanding under the Senior Unsecured Revolving Credit Facility accrue interest, at the option of the applicable borrower, either (i) at a base rate plus applicable margin not to exceed 0.20 % per annum or (ii) at a term SOFR rate plus a 0.10 % per annum adjustment and an applicable margin not to exceed 1.20 %. In May 2025, the Company amended the Senior Unsecured Revolving Credit Facility to extend the maturity date to May 1, 2030 and increased the size of the Senior Unsecured Revolving Credit Facility to $ 1.65 billion. In June 2025, the Company further amended the Senior Unsecured Revolving Credit Facility to increase the size of the Senior Unsecured Revolving Credit Facility to $ 1.75 billion.
(b) On March 5, 2024, the Notes Issuer issued $ 600.0 million aggregate principal amount of Senior Notes due 2034 with interest payable semi-annually in arrears on March 5 and September 5 of each year, beginning on September 5, 2024.
(c) The 2036 Senior Notes were issued on August 14, 2025 with interest payable semi-annually in arrears on January 15 and July 15 of each year, beginning on January 15, 2026.
(d) On March 4, 2024, the Notes Issuer issued $ 400.0 million aggregate principal amount of Fixed-Rate Junior Subordinated notes due 2064 with interest payable quarterly in arrears on March 15, June 15, September 15 and December 15 of each year, beginning on June 15, 2024, subject to the Notes Issuer’s right, on one or more occasions, to defer the payment of interest on the notes for up to five consecutive years.
(e) The Company’s Secured Notes are issued using on-balance sheet securitization vehicles, as further discussed in Note 10 to the Consolidated Financial Statements.
(f) On April 14, 2023, a consolidated subsidiary of the Company entered into a 364 -day revolving credit facility with Mizuho Bank, Ltd., acting as administrative agent, to provide the subsidiary with revolving borrowings of up to $ 150.0 million. In April 2025, the consolidated subsidiary amended the 364 -Day Credit Facility to increase the aggregate principal amount of the existing commitments to $ 300.0 million and extend the commitment termination date to April 9, 2026.
(g) On August 2014, a consolidated subsidiary of the Company entered into two $ 15.0 million subordinated revolving credit facilities, for a total commitment of $ 30.0 million. The Subordinated Credit Facility is available for direct borrowings and is guaranteed by certain members of the TPG Operating Group. In August 2025, the subsidiary extended the maturity date of the Subordinated Credit Facility from August 2026 to August 2027.
177
Table of Contents
TPG Inc.
Notes to Consolidated Financial Statements
At December 31, 2025, the Company was in compliance with all covenants under the debt obligations.
The following table provides information regarding the fair values of the Company’s debt which are carried at amortized cost (in thousands):
December 31,
2025 2024
2034 Senior Notes (a)
$ 627,402 $ 614,844
2036 Senior Notes (a)
499,380 —
Subordinated Notes (b)
397,600 406,720
Secured Notes - Tranche A (c)
198,960 196,403
Secured Notes - Tranche B (c)
49,070 48,194
_________________
(a) Fair value is based on indicative quotes and the notes are classified as Level II within the fair value hierarchy.
(b) Fair value is based on quoted prices in active markets since the debt is publicly listed and the notes are classified as Level I within the fair value hierarchy.
(c) Fair value is based on current market rates and credit spreads of the Company’s Senior Notes and debt with similar maturities. The notes are classified as Level II within the fair value hierarchy.
In the case of the Company’s Senior Unsecured Revolving Credit Facility, Subordinated Credit Facility and 364 -Day Credit Facility, the fair values approximate the carrying amounts represented in the Consolidated Financial Statements due to their variable rate nature.
During the years ended December 31, 2025, 2024 and 2023 the Company incurred interest expense of $ 102.3 million $ 77.1 million and $ 31.8 million respectively, on its debt obligations.
12. Income Taxes
As a result of the Reorganization, the Company is treated as a corporation for U.S. federal and state income tax purposes. The Company is subject to U.S. federal and state income taxes, in addition to local and foreign income taxes, with respect to its allocable share of taxable income generated by the TPG Operating Group. Prior to the Reorganization, the Company was treated as a partnership for U.S. federal income tax purposes and therefore was not subject to U.S. federal and state income taxes except for certain consolidated subsidiaries that were subject to taxation in the United States (federal, state and local) and in foreign jurisdictions.
The income (loss) before income taxes includes the following components (in thousands):
Year Ended December 31,
2025 2024 2023
Income (loss) before income taxes
United States $ 130,081 $ ( 144,214 ) $ 18,303
Foreign 536,497 119,390 65,350
$ 666,578 $ ( 24,824 ) $ 83,653
178
Table of Contents
TPG Inc.
Notes to Consolidated Financial Statements
The Company has provided U.S. federal, foreign and state and local corporate income tax for certain consolidated subsidiaries. The provision for income taxes consists of the following (in thousands):
Year Ended December 31,
2025 2024 2023
Current income taxes (benefit)
Federal $ 10,266 $ 26,460 $ 24,314
State and local 11,583 8,368 6,680
Foreign 15,327 11,906 9,198
37,176 46,734 40,192
Deferred income taxes (benefit)
Federal 56,528 15,412 18,258
State and local ( 14,758 ) 88 1,570
Foreign ( 11,953 ) ( 10,143 ) 248
29,817 5,357 20,076
Income tax expense (benefit) $ 66,993 $ 52,091 $ 60,268
179
Table of Contents
TPG Inc.
Notes to Consolidated Financial Statements
During 2025, we adopted ASU 2023-09 on a prospective basis. See Note 2—Summary of Significant Accounting Policies—Recently Adopted Accounting Guidance for additional details on the adoption of ASU 2023-09. A reconciliation of the U.S. federal statutory income tax rate to our effective tax rate pursuant to the disclosure requirements of ASU 2023-09 for the year ended December 31, 2025 is as follows (in thousands, except percentages):
Year Ended December 31, 2025
Provision for income taxes at U.S. federal statutory rate $ 139,981 21.0 %
State and local income taxes, net of federal benefit (a)
( 3,579 ) ( 0.5 )
Foreign tax effects:
Cayman Islands
Income not subject to tax ( 90,307 ) ( 13.6 )
Luxembourg
Income not subject to tax ( 15,962 ) ( 2.4 )
Other reconciling items ( 63 ) —
Other foreign jurisdictions ( 1,995 ) ( 0.3 )
Effect of changes in tax laws or rates enacted in the current period — —
Effect of cross-border tax laws:
Foreign branch 108,824 16.3
Tax credits:
Foreign tax credits ( 4,160 ) ( 0.6 )
Changes in valuation allowances 6,960 1.0
Nontaxable or nondeductible items:
Non-deductible compensation 34,524 5.2
Equity-based compensation windfall ( 14,209 ) ( 2.1 )
Other ( 776 ) ( 0.1 )
Changes in unrecognized tax benefits 1,492 0.2
Other adjustments:
Income passed through to partners ( 89,445 ) ( 13.4 )
Other ( 4,292 ) ( 0.6 )
Total tax provision and effective tax rate $ 66,993 10.1 %
________________
(a) State and local taxes in New York, California, Minnesota, and New York City made up the majority (greater than 50%) of the tax effect in this category.
180
Table of Contents
TPG Inc.
Notes to Consolidated Financial Statements
The following table reconciles the U.S. federal statutory tax rate to the effective income tax rate of the Company’s income tax expense for the years ended December 31, 2024 and December 31, 2023:
Year Ended December 31,
2024 2023
U.S. federal taxes at statutory rate 21.0 % 21.0 %
Income passed through to partners ( 73.5 ) 9.6
State and local income taxes ( 35.5 ) 12.0
Foreign taxes, net of U.S. foreign tax credits ( 36.8 ) 7.7
Equity-based compensation ( 104.0 ) ( 1.3 )
Change in TPG Operating Group tax basis estimate
— —
Return to Provision 13.9 ( 0.9 )
Change in valuation allowance 33.6 20.8
Change in tax status of statutory subsidiaries — 2.9
Other reconciling items ( 28.5 ) 0.2
Effective income tax rate ( 209.8 %) 72.0 %
Income taxes are provided at the applicable statutory rates. The tax effects of temporary differences resulted in the following deferred tax assets and liabilities (in thousands):
December 31,
2025 2024
Deferred tax assets
Investment in TPG Operating Group $ 944,708 $ 406,730
Accruals 13,621 10,782
Fixed assets 1,177 1,220
Net operating loss carryforwards 1,913 248
Equity-based compensation 37,034 21,752
Operating lease liabilities 5,283 2,116
Foreign tax credits 2,815 1,111
Other 712 236
1,007,263 444,195
Less: valuation allowance ( 141,265 ) ( 89,321 )
Deferred tax assets, net $ 865,998 $ 354,874
Deferred tax liabilities
Right-of-use assets $ 4,812 $ 1,869
Intangible assets, net 8,010 6,298
Other 514 53
Deferred tax liabilities, net $ 13,336 $ 8,220
181
Table of Contents
TPG Inc.
Notes to Consolidated Financial Statements
As of December 31, 2025 and December 31, 2024, the Company has recognized net deferred tax assets before the considerations of valuation allowances in the amount of $ 993.9 million and $ 436.0 million, respectively, which primarily relates to excess income tax basis versus book basis differences in connection with the Company’s investment in the TPG Operating Group. The excess of income tax basis in the TPG Operating Group is primarily due to the Reorganization and subsequent exchanges of Common Units for Class A common stock, including the exchanges of Common Units for Class A common stock. As a result of the Reorganization and subsequent exchanges, the Company recorded deferred tax assets generated by the step-up in the tax basis of assets, that will be recovered as those underlying assets are sold or the tax basis is amortized.
At December 31, 2025 the Company has foreign tax credits available in the United States in the amount of $ 2.8 million, which will begin to expire in 2033 if not utilized. The Company has U.S. federal and state and local net operating loss carryforwards of $ 0.7 million that may be carried forward indefinitely and approximately $ 1.2 million of net operating loss carryforwards related to foreign jurisdictions expected to expire beginning in 2026.
The Company evaluates the realizability of its deferred tax asset on a quarterly basis and adjusts the valuation allowance when it is more likely than not that all or a portion of the deferred tax asset may not be realized. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. In projecting its taxable income, the Company begins with historic results and incorporates assumptions of the amount of future pre-tax operating income. The assumptions about future taxable income require significant judgment and are consistent with the plans and estimates that the Company uses to manage its business. The Company’s projections of future taxable income that include the effects of originating and reversing temporary differences, including those for the tax basis intangibles, indicate that it is more likely than not that the benefits from our deferred tax assets will be realized.
As of December 31, 2025 and December 31, 2024, the Company has recognized a valuation allowance of $ 141.3 million and $ 89.3 million, respectively, which primarily relates to the Company’s investment in the TPG Operating Group. In evaluating the realizability of the deferred tax asset related to the Company’s investment in the TPG Operating Group, the Company determined that a portion of excess income tax basis in the TPG Operating Group will only reverse upon a sale of the Company’s interest in the TPG Operating Group which is not expected to occur in the foreseeable future. The Company has recognized valuation allowances against certain foreign tax credits available for use in the United States in the amount of $ 0.4 million, which are expected to expire unutilized, The Company also recognized a valuation allowance of $ 0.2 million primarily related to foreign net operating loss carryforwards, as it is more likely than not that this portion of our foreign deferred tax assets is not realizable.
The current year net increase in our valuation allowance, as compared to the prior year, was $ 51.9 million of which a $ 10.2 million increase was charged to income tax expense and a $ 41.7 million increase was recognized through equity.
As of December 31, 2025 and December 31, 2024, the Company’s liability pursuant to the Tax Receivable Agreement related to the Reorganization and subsequent exchanges of TPG Operating Group partnership units for common stock was $ 811.6 million and $ 331.3 million, respectively. Approximately $ 495.1 million of the Tax Receivable Agreement liability is attributable to Related Parties further described in Note 13 and $ 316.6 million is attributable to non-affiliates recorded in other liabilities. During the year ended December 31, 2025, certain holders of Common Units exchanged 35,939,394 Common Units for an equal number of shares of Class A Common Stock as described in Note 19 to the Consolidated Financial Statements. In connection with these exchanges, the Company recorded an additional liability pursuant to the Tax Receivable Agreement of $ 476.1 million. During the year, the liability pursuant to the Tax Receivable Agreement increased by an additional $ 13.8 million primarily due to changes in estimates used in measuring the liability, including updates to the state tax rates and other assumptions to estimate future payment obligations under the Tax Receivable Agreement. During the year ended December 31, 2025, the Company made payments of $ 9.6 million in connection with the Tax Receivable Agreement.
182
Table of Contents
TPG Inc.
Notes to Consolidated Financial Statements
The following is a tabular reconciliation of unrecognized tax benefits, excluding interest and penalties (in thousands):
Year Ended December 31,
2025 2024 2023
Unrecognized tax benefits - January 1 $ 1,998 $ 1,987 $ 2,024
Additions related to current year positions 581 28 711
Additions related to prior year positions
338 — —
Reductions for tax positions of prior years — — ( 360 )
Lapse of statute of limitations — — ( 386 )
Exchange rate fluctuations ( 78 ) ( 17 ) ( 2 )
Unrecognized tax benefits - December 31 $ 2,839 $ 1,998 $ 1,987
The Company recognizes interest and penalties accrued on uncertain tax benefits in income tax expense. For the years ended December 31, 2025, 2024 and 2023, the Company recognized interest of $ 1.3 million, $ 1.1 million and $ 0.9 million, respectively. The Company recognized penalties of $ 1.5 million, $ 1.1 million and $ 1.1 million for the years ended December 31, 2025, and 2024 and 2023, respectively.
As of December 31, 2025, the Company has unrecognized tax benefits and accrued interest and penalties of $ 5.7 million, which, if recognized, would impact the effective tax rate. The Company does not believe that it has any tax position for which it is reasonably possible that it will be required to record significant amounts of unrecognized tax benefits within the next twelve months. The Company applies the provisions of ASC 740, which clarifies the accounting and disclosure for uncertainty in tax positions. The Company analyzed its tax filing positions for all federal, state, local and foreign tax jurisdictions where it is required to file income tax returns, as well as for all open tax years in these jurisdictions.
In the normal course of business, the Company is subject to examination by U.S. federal and certain state, local and foreign tax regulators. At December 31, 2025, U.S. federal tax returns related to 2022 through 2024 and predecessor entities for the year 2021 are generally open under the normal statute of limitations and therefore subject to examination. State and local tax returns of our predecessor entities are generally open to audit for tax years between 2020 to 2021. In addition, certain foreign subsidiaries’ tax returns from 2011 to 2024 are also open for examination by various regulators. The Company files its tax returns as prescribed by the tax laws of the jurisdictions in which it operates. Although the outcome of tax audits is always uncertain, the Company does not believe the outcome of any current or future audit will have a material adverse effect on the Company’s Consolidated Financial Statements.
183
Table of Contents
TPG Inc.
Notes to Consolidated Financial Statements
Pursuant to the disclosure requirements of ASU 2023-09, the following table summarizes income taxes paid (net of refunds) exceeding 5 percent of total income taxes paid (net of refunds) in the following jurisdictions (in thousands):
Year Ended December 31, 2025
US Federal $ 4,783
US State and Local
California 1,693
New York City 10,125
Texas 1,692
Other 3,611
Foreign
India 1,611
Singapore 3,666
Other 3,105
Total income taxes paid (net of refunds) $ 30,286
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the United States. The OBBBA, among other things, includes an extension of certain expiring provisions of the Tax Cuts and Jobs Act. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The Company will continue to evaluate its future impact as regulations are issued by the U.S. Department of the Treasury.
In December 2021, the Organization for Economic Cooperation and Development (“OECD”) released the Pillar Two Model rules (also referred to as the global minimum tax or Global Anti-Base Erosion “GloBE” rules), which were designed to ensure multinational enterprises pay a certain level of tax within every jurisdiction in which they operate. Several jurisdictions in which the Company operates have enacted these rules. In January 2026, the OECD released Administrative Guidance that introduced new Safe Harbors including one that exempts U.S.-parented multinational groups from various aspects of the GloBE rules. The Company will continue to monitor for legislative changes related to this guidance. As of December 31, 2025, the Company has analyzed enacted legislation and determined that the effects of Pillar Two are not material to the Company’s financial statements.
184
Table of Contents
TPG Inc.
Notes to Consolidated Financial Statements
13. Related Party Transactions
Due From and Due To Affiliates
Due from affiliates and due to affiliates consist of the following (in thousands):
December 31,
2025 2024
Portfolio companies $ 68,787 $ 55,914
Partners and employees 3,542 2,657
Other related entities 93,239 47,606
Unconsolidated VIEs 408,022 340,835
Due from affiliates $ 573,590 $ 447,012
Portfolio companies $ 18,788 $ 10,731
Partners and employees 579,039 373,452
Other related entities 24,539 23,715
Unconsolidated VIEs 72,266 57,239
Due to affiliates $ 694,632 $ 465,137
Affiliate receivables and payables historically have been settled in the normal course of business without formal payment terms, generally do not require any form of collateral and do not bear interest.
Tax Receivable Agreement
Pursuant to the Exchange Agreement, certain current and former employees and partners of TPG Partner Holdings are authorized to exchange Common Units for an equal number of shares of Class A Common Stock. During the year ended December 31, 2025, these current and former partners and employees exchanged 14,939,394 Common Units, as described in Note 19 to the Consolidated Financial Statements. These exchanges resulted in an increase in the Company’s tax basis of its investment in the TPG Operating Group and is subject to the Tax Receivable Agreement. During the year ended December 31, 2025, the Company recorded an additional Tax Receivable Agreement liability in the amount of $ 189.9 million in connection with certain current and former employees and partners of TPG Partner Holdings. As of December 31, 2025 and December 31, 2024, the Company has recorded a Tax Receivable Agreement liability of $ 495.1 million and $ 308.9 million, respectively, in connection with certain current and former employees and partners of TPG Partner Holdings, which is included in the partners and employees balance in due to affiliates in the Consolidated Statements of Financial Condition.
Fund Investments
Certain of the Company’s investment professionals and other individuals have made investments of their own capital in the TPG funds. These investments are generally not subject to management fees or performance allocations at the discretion of the general partner. Investments made by these individuals during the years ended December 31, 2025 and 2024 totaled $ 320.4 million and $ 179.4 million, respectively.
Fee Income from Affiliates
Substantially all revenues are generated from TPG funds, limited partners of TPG funds, or portfolio companies. The Company disclosed revenues in Note 2 to the Consolidated Financial Statements.
185
Table of Contents
TPG Inc.
Notes to Consolidated Financial Statements
Loans to Affiliates
From time to time, the Company may enter into transactions in which it arranges short-term funding for affiliates, such as portfolio companies, as part of the Company’s capital markets activities. Under this arrangement, the Company may draw all or substantially all of its availability for borrowings under the 364-Day Credit Facility. Borrowings made under this facility are generally short-term fundings that are intended to be syndicated to third parties.
Line of Credit Arrangement
On August 26, 2025, TPG Operating Group II, L.P. entered into an unsecured, uncommitted line of credit (the “Line of Credit”) with an affiliate of TPG Private Equity Opportunities (“T-POP”) to provide for up to a maximum aggregate principal amount of $ 250.0 million. No amount was outstanding on the Line of Credit as of December 31, 2025.
RemainCo Administrative Services Agreement
In exchange for services provided by TPG Operating Group, RemainCo pays TPG Operating Group an annual administration fee in the amount of 1 % per annum of the net asset value of RemainCo’s assets, with such amount payable quarterly in advance. The fees earned by the Company for the years ended December 31, 2025, 2024 and 2023, were $ 12.7 million, $ 15.9 million and $ 17.8 million, respectively, and recorded in fees and other in the Consolidated Statements of Operations.
Other Related Party Transactions
The Company has entered into contracts to provide services or facilities for a fee from a former affiliate. As of April 2024, the contracts to provide services to such party have ended, and as such, no fees were recognized during the year ended December 31, 2025. A portion of these fees are recognized as fees and other in the Consolidated Statements of Operations in the amount of $ 10.9 million and $ 28.9 million for the years ended December 31, 2024 and 2023, respectively. During the years ended December 31, 2024 and 2023, these related parties made payments associated with these arrangements of $ 18.2 million and $ 35.8 million, respectively.
14. Redeemable Equity
Investment in SPACs
The Company has invested in and sponsored SPACs which were formed for the purposes of effecting a merger, asset acquisition, stock purchase, reorganization or other business combination. In the IPO of each of these SPACs, either common shares or units (which include one Class A ordinary share and, in some cases, a fraction of a redeemable public warrant which entitled the holder to purchase one share of Class A ordinary shares at a fixed exercise price) were sold to investors. Each SPAC provided its public shareholders the option to redeem their shares either (i) in connection with a shareholder meeting to approve the business combination or (ii) by means of a tender offer. Assets held in Trust Accounts related to gross proceeds received from the IPO and could only be used for the initial business combination and any possible investor redemptions. If the SPAC was unable to complete a business combination within a specified time frame, typically within 24 months of the IPO close date, the SPACs redeemed all public shares. The ownership interest in each SPAC which was not owned by the Company was reflected as redeemable equity attributable to Public SPACs in the accompanying Consolidated Financial Statements. During the year ended December 31, 2023 the Company redeemed all outstanding shares of the Public SPACs. As of December 31, 2025 and 2024 the Company no longer had any investment in consolidated Public SPACs.
The Company consolidated these SPACs during the period before the initial business combination, and therefore the Class F ordinary shares, Class G ordinary shares, private placement shares, private placement warrants and FPAs with consolidated related parties were eliminated in consolidation.
186
Table of Contents
TPG Inc.
Notes to Consolidated Financial Statements
The consolidated Public SPACs entered into derivative contracts in connection with their proprietary trading activities, including warrants and FPAs, which meet the definition of a derivative in accordance with ASC Topic 815, Derivatives and Hedging (“ASC 815”). As a result of the use of derivative contracts, the consolidated Public SPACs are exposed to the risk that counterparties will fail to fulfill their contractual obligations and are exposed to the volatility of the underlying instruments. As of December 31, 2025 and December 31, 2024, the Company did not hold any FPAs or warrants.
Net gains on derivative instruments are included in the Consolidated Statements of Operations as investment and other income of consolidated Public SPACs for the year ended December 31, 2023 was $ 0.7 million.
Redeemable equity from consolidated Public SPACs represents the shares issued by the Company’s consolidated Public SPACs that are redeemable for cash in the event of an election to redeem by individual public shareholders at the time of the business combination. Additionally, these shares become automatically redeemable with the Public SPAC’s failure to complete a business combination, tender offer or stockholder approval provisions. The ownership interest in each SPAC which is not owned by the Company is reflected as redeemable equity from consolidated Public SPACs in the accompanying Consolidated Financial Statements.
Offering costs related to Class A ordinary shares issued by SPACs consisted of legal, accounting, underwriting fees and other costs incurred that are directly related to the IPO. The Company had no such activity during the years ended December 31, 2025, 2024 and 2023.
As of December 31, 2025 and 2024, the Company held no redeemable equity.
The following table summarizes the adjustments to redeemable equity (in thousands):
Year Ended December 31, 2023
Beginning balance $ 653,635
Current and deferred offering costs 22,750
Net income attributable to redeemable equity 12,044
Redemptions / withdrawals ( 661,001 )
Change in redemption value of redeemable non-controlling interest ( 27,428 )
Total redeemable equity $ —
Supplemental non-cash financing activities related to deferred underwriting costs for Public SPACs for the Consolidated Statements of Cash Flows during the year ended December 31, 2023 was $ 22.8 million.
187
Table of Contents
TPG Inc.
Notes to Consolidated Financial Statements
15. Operating Leases
The following tables summarize the Company’s lease cost, cash flows, and other supplemental information related to its operating leases.
The components of lease expense were as follows (in thousands):
Year Ended December 31,
2025 2024 2023
Lease cost (a) :
Operating lease cost $ 90,121 $ 47,966 $ 29,878
Short-term lease costs 1,058 730 587
Variable lease cost 11,833 11,254 8,089
Sublease income ( 2,391 ) ( 2,482 ) ( 3,400 )
Total lease cost $ 100,621 $ 57,468 $ 35,154
Weighted-average remaining lease term 12.1 5.9 6.7
Weighted-average discount rate 5.62 % 5.03 % 5.09 %
_________________
(a) Office rent expense for the years ended December 31, 2025, 2024 and 2023, was $ 90.0 million, $ 48.2 million and $ 29.7 million, respectively.
Supplemental Consolidated Statements of Cash Flows information related to leases were as follows (in thousands):
Year Ended December 31,
2025 2024 2023
Cash paid for amounts included in the measurement of lease liabilities $ 54,046 $ 42,272 $ 34,492
Right-of-use assets obtained in the acquisition of Angelo Gordon — — 107,716
Right-of-use assets obtained in exchange for new operating lease liabilities 400,339 19,502 13,057
Other non-cash changes in right-of-use assets and operating lease liabilities ( 114 ) ( 2,038 ) ( 743 )
The following table shows the undiscounted cash flows on an annual basis for operating lease liabilities as of December 31, 2025 (in thousands):
Year Due Lease Amount (a)
2026 $ 6,020
2027 85,898
2028 88,345
2029 85,749
2030 80,286
Thereafter 551,877
Total future undiscounted operating lease payments
898,175
Less: imputed interest ( 293,582 )
Present value of operating lease liabilities
$ 604,593
_________________
(a) Net of tenant improvement allowances
188
Table of Contents
TPG Inc.
Notes to Consolidated Financial Statements
16. Commitments and Contingencies
Guarantees
Certain of the Company’s consolidated entities have provided guarantees for obligations related to third-party lending programs that enable certain of our eligible employees to obtain financing for capital contributions into TPG funds. At December 31, 2025, the amounts outstanding related to these guarantees were $ 168.4 million, and the maximum obligations guaranteed under these agreements is $ 348.7 million.
Commitments
At December 31, 2025, the TPG Operating Group had unfunded investment commitments of $ 595.9 million to the investment funds that the Company manages and other strategic investments.
Contingent Obligations (Clawback) With Affiliates
The governing agreements of the TPG funds that pay performance allocations generally include a clawback provision that, if triggered, may give rise to a contingent obligation requiring the general partner to return amounts to the fund for distribution to the fund investors at the end of the life of the fund. Performance allocations received by the general partners of the respective TPG funds are subject to clawback to the extent the performance allocations received by the general partners exceeds the amount the general partners are ultimately entitled to receive based on cumulative fund results.
At December 31, 2025, if all investments held by the TPG funds were liquidated at their current unrealized fair value, there would be clawback of $ 7.9 million, net of tax, for which a performance fee reserve was recorded within other liabilities in the Consolidated Statements of Financial Condition.
At December 31, 2025, if all remaining investments were deemed worthless, a possibility management views as remote, the amount of performance allocations subject to potential clawback would be $ 2,456.5 million.
During the year ended December 31, 2025, the general partners made no payments on the clawback liability.
Legal Actions and Other Proceedings
From time to time, the Company is involved in legal proceedings, litigation and claims incidental to the conduct of our business, including with respect to acquisitions, bankruptcy, insolvency and other types of proceedings. Such lawsuits may involve claims against our portfolio companies that adversely affect the value of certain investments owned by TPG’s funds. The Company’s business is also subject to extensive regulation, which has and may result in the Company becoming subject to examinations, inquiries and investigations by various U.S. and non-U.S. governmental and regulatory agencies, including but not limited to the SEC, Department of Justice, state attorneys general, Financial Industry Regulatory Authority and the U.K. Financial Conduct Authority. Such examinations, inquiries and investigations may result in the commencement of civil, criminal or administrative proceedings or fines against the Company or its personnel.
The Company accrues a liability for legal proceedings in accordance with U.S. GAAP. In particular, the Company establishes an accrued liability for loss contingencies when a settlement arising from a legal proceeding is both probable and reasonably estimable. If the matter is not probable or reasonably estimable, no such liability is recorded. Examples of this include: (i) the proceedings may be in early stages; (ii) damages sought may be unspecified, unsupportable, unexplained or uncertain; (iii) discovery may not have started or is incomplete; (iv) there may be uncertainty as to the outcome of pending appeals or motions; (v) there may be significant factual issues to be resolved or (vi) there may be novel legal issues or unsettled legal theories to be presented or a large number of parties. Consequently, management is unable to estimate a range of potential loss, if any, related to such matters. Even when the Company accrues a liability for a loss contingency in such cases, there may be an exposure to loss in excess of any amounts accrued. Loss contingencies may be, in part or in whole, subject to insurance or other payments such as contributions and/or indemnity, which may reduce any ultimate loss.
189
Table of Contents
TPG Inc.
Notes to Consolidated Financial Statements
Based on information presently known by management, the Company has not recorded a potential liability related to any pending legal proceeding except as disclosed below, and is not subject to any legal proceedings that we expect to have a material impact on our operations, financial positions or cash flows. It is not possible, however, to predict the ultimate outcome of all pending legal proceedings, and the claimants in the matter discussed below seek potentially large and indeterminate amounts. As such, although we do not consider such an outcome likely, given the inherent unpredictability of legal proceedings, it is possible that an adverse outcome in the matter described below or certain other matters could have a material effect on the Company’s financial results in any particular period.
Since 2011, a number of TPG-related entities and individuals, including David Bonderman and Jim Coulter, have been named as defendants/respondents in a series of lawsuits in the United States, United Kingdom, and Luxembourg concerning an investment TPG held from 2005-2007 in a Greek telecommunications company, known then as TIM Hellas (“Hellas”). Entities and individuals related to Apax Partners, a London based investment firm also invested in Hellas at the time, have been named in the lawsuits as well. The cases all allege generally that a late 2006 refinancing of the Hellas group of companies was improper.
To date, most of the lawsuits filed in New York Federal and State courts against TPG and Apax-related defendants have been dismissed, with those dismissals upheld on appeal, or the appeal period has passed. In one New York State court case, the New York Court of Appeals recently affirmed a decision by the Appellate Division granting summary judgment to the TPG-related parties on the sole remaining claim in that case, thereby ending that case in TPG’s favor. In February 2018, a High Court case in London against a number of TPG and Apax-related parties and individuals was abandoned by the claimants in the early days of a scheduled six-week trial with costs of $ 9.5 million awarded to the TPG and Apax-related parties, of which $ 3.4 million was awarded to TPG. A lawsuit pending in the District Court of Luxembourg against two former TPG partners and two individuals related to Apax involved in the investment has been decided after trial in their favor on all claims and is now on appeal.
In addition to the Luxembourg appeal, there are additional cases against TPG and Apax-related parties pending in New York state court. In one case, the Court granted and denied in part motions to dismiss by all defendants, paring back the parties, claims and amounts at issue, and appeals of that decision are pending. Finally, a third group of plaintiffs, similarly situated to those in the other cases, filed new claims in 2024 seeking recovery from numerous TPG and Apax-related parties. The prior noted stayed federal actions have now been dismissed with prejudice by court order and stipulation.
The Company believes that the lawsuits related to the Hellas investment are without merit and intends to continue to defend them vigorously.
In October 2022, the Company received a document request from the SEC focusing on the use and retention of business-related electronic communications, which, as has been publicly reported, is part of an industry-wide review. The Company cooperated with the SEC’s investigation and reached a settlement, which was announced and the associated settlement amount was paid in January 2025.
Indemnifications
In the normal course of business, the Company enters into contracts that contain a variety of representations and warranties that provide general indemnifications. In addition, certain of the Company’s funds have provided certain indemnities relating to environmental and other matters and has provided nonrecourse carve-out guarantees for fraud, willful misconduct and other customary wrongful acts, each in connection with the financing of certain real estate investments that the Company has made. The Company’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Company that have not yet occurred. However, based on experience, the Company expects the risk of material loss to be remote.
190
Table of Contents
TPG Inc.
Notes to Consolidated Financial Statements
17. Net Income (Loss) Per Class A Common Share
The Company calculates its basic and diluted income (loss) per share using the two-class method for all periods presented, which defines unvested share-based payment awards that contain nonforfeitable rights to dividends as participating securities. The two-class method is an allocation formula that determines income per share for each share of common stock and participating securities according to dividends declared and participation rights in undistributed earnings. Under this method, all income (distributed and undistributed) is allocated to common shares and participating securities based on their respective rights to receive dividends.
In computing the dilutive effect that the exchange of TPG Operating Group partnership units would have on net income available to Class A common stock per share, TPG considered that net income (loss) available to holders of shares of Class A common stock would increase due to the elimination of non-controlling interests in the TPG Operating Group, inclusive of any tax impact. The hypothetical conversion may be dilutive to the extent there is activity at the TPG Inc. level that has not previously been attributed to the non-controlling interests or if there is a change in tax rate as a result of a hypothetical conversion.
The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted net income (loss) per share of Class A common stock (in thousands, except share and per share data):
Year Ended December 31,
2025 2024 2023
Numerator:
Net income (loss) $ 599,585 $ ( 76,915 ) $ 23,385
Less:
Net income attributable to redeemable equity in Public SPACs — — 12,044
Net income (loss) attributable to non-controlling interests in TPG Operating Group 50,771 ( 175,927 ) ( 92,411 )
Net income attributable to other non-controlling interests 364,226 75,529 23,662
Net income attributable to Class A Common Stockholders prior to distributions 184,588 23,483 80,090
Reallocation of earnings to unvested participating restricted stock units (a)
( 60,814 ) ( 23,790 ) ( 8,872 )
Net income (loss) attributable to Class A Common Stockholders - Basic 123,774 ( 307 ) 71,218
Net income (loss) assuming exchange of non-controlling interest 44,133 ( 154,503 ) ( 82,900 )
Net income (loss) attributable to Class A Common Stockholders - Diluted $ 167,907 $ ( 154,810 ) $ ( 11,682 )
Denominator:
Weighted-Average Shares of Common Stock Outstanding - Basic 138,879,433 100,219,905 80,334,871
Exchange of Common Units to Class A Common Stock 235,246,175 264,505,674 237,609,625
Weighted-Average Shares of Common Stock Outstanding - Diluted 374,125,608 364,725,579 317,944,496
Net income (loss) available to Class A common stock per share
Basic $ 0.89 $ 0.00 $ 0.89
Diluted $ 0.45 $ ( 0.42 ) $ ( 0.04 )
Dividends declared per share of Class A Common Stock (b)
$ 1.98 $ 1.65 $ 1.40
_________________
(a) No undistributed losses were allocated to unvested participating RSUs during the years ended December 31, 2025, 2024 and 2023, as the holders do not have a contractual obligation to share in the losses of the Company with common stockholders.
(b) Dividends declared reflects the calendar date of the declaration for each distribution. The fourth quarter dividends were declared on February 5, 2026 and are payable on March 5, 2026.
191
Table of Contents
TPG Inc.
Notes to Consolidated Financial Statements
18. Equity-Based Compensation
Restricted Stock Unit Awards
Under the Company’s Omnibus Equity Incentive Plan (the “Omnibus Plan”), the Company is permitted to grant equity awards representing ownership interests in TPG Inc.’s Class A common stock. On February 27, 2025, an additional 6,540,183 shares of Class A common stock were registered, increasing the share reserve to 36,496,786 , of which 31,361,228 were available to be issued as of December 31, 2025.
Service Awards
Ordinary Service Awards
In the ordinary course of business, the Company grants equity awards subject to service conditions, granted as part of the Company’s standard incentive structure initiatives. These units generally vest over a term of three to five years . These awards are referred to as “Ordinary Service Awards.”
From time to time, the Company also grants equity awards that are subject to service conditions, a portion of which are granted on a non-standard basis to reward or incentivize key contributions that advance the Company’s long-term goals of value creation. These non-standard awards are referred to as “Special Purpose Service Awards,” and collectively with Ordinary Service Awards, “Service Awards.” Dividend equivalents are paid on the vested and unvested portion of the Service Awards when the dividend occurs.
Special Purpose Employee Service Awards
In conjunction with the IPO in 2022, TPG employees, certain of the Company’s executives and certain non-employees received one-time grants of equity-based awards in the form of Special Purpose Service Awards which entitle the holder to one share of Class A common stock upon vesting. These units generally vest over a term of four to six years .
In conjunction with the acquisition of Angelo Gordon, the Company agreed to grant an aggregate of 8.4 million Special Purpose Service Awards to former Angelo Gordon employees to promote retention post-closing, of which 6.0 million are outstanding to date. These units generally vest over a term of five years .
Additionally, in connection with the acquisition of Peppertree, the Company granted 0.3 million Special Purpose Service Awards to former Peppertree employees. These units generally vest over a term of five years .
Special Purpose IPO Executive Service Awards
Under the Omnibus Plan and in conjunction with the IPO, the Company granted 1.1 million restricted stock units as Special Purpose Service Awards in order to incentivize and retain key members of management and further their alignment with our shareholders (the “IPO Executive Service Awards”). The IPO Executive Service Awards are subject to service-based vesting conditions over a five-year service period with vesting having commenced on the second anniversary of the grant date. Compensation expense for these awards is recognized on a straight-line basis.
Special Purpose CEO Service Award
Under the Omnibus Plan, the Company granted a long-term performance incentive award to the Company’s CEO on November 30, 2023, comprised of 2.6 million restricted stock units as Special Purpose Service Awards, intended to incentivize the CEO to drive stockholder value in a manner that is aligned with stockholder interests, reward him for organic and inorganic Company growth, and bring his compensation in-line with peer competitors in order to promote and ensure retention (the “CEO Service Award”). The CEO Service Award is subject to service-based vesting conditions over a four-year service period and is scheduled to vest 25 % on each of January 13, 2025, 2026, 2027 and 2028. Compensation expense for this award is recognized on a straight-line basis.
192
Table of Contents
TPG Inc.
Notes to Consolidated Financial Statements
Special Purpose Executive Chairman Service Award
Under the Omnibus Plan, the Company granted a long-term performance incentive award to the Company’s Executive Chairman on August 19, 2025, comprised of 0.3 million restricted stock units as Special Purpose Service Awards, intended to incentivize the Executive Chairman to drive stockholder value in a manner that is aligned with stockholder interests, including recognizing the Executive Chairman’s role in the establishment of the firm’s Impact platform and incentivizing his continued leadership of the platform (the “Executive Chairman Service Award”). The Executive Chairman Service Award is subject to service-based vesting conditions over a four-year service period and is scheduled to vest 25 % on each of July 15, 2026, 2027, 2028 and 2029. Compensation expense for this award is recognized on a straight-line basis.
The following table summarizes the outstanding RSUs for Service Awards as of December 31, 2025 (in millions, including share data):
Units Outstanding as of December 31, 2025 Compensation Expense for the Year Ended December 31, Unrecognized Compensation Expense as of December 31, 2025
2025 2024
Restricted Stock Units
Ordinary Service Awards 9.7 $ 174.6 $ 94.2 $ 326.1
Special Purpose Service Awards 11.9 125.5 135.4 227.6
Total Service Award RSUs 21.6 $ 300.1 $ 229.6 $ 553.7
For the years ended December 31, 2025 and 2024 the Company granted 4.7 million and 6.9 million Service Awards, respectively. The grant date fair value was the public share price on each respective grant date.
The following table presents the rollforward of the Company’s unvested Service Awards for the year ended December 31, 2025 (awards in millions):
Service Awards Weighted-Average Grant Date Fair Value
Balance at December 31, 2024 25.3 $ 34.30
Granted 4.7 60.20
Vested ( 7.8 ) 33.93
Forfeited ( 0.6 ) 33.07
Balance at December 31, 2025 21.6 40.10
As of December 31, 2025, there was approximately $ 553.7 million of total estimated unrecognized compensation expense related to unvested Service Awards, which is expected to be recognized over the weighted average remaining requisite service period of 2.7 years.
Market and Performance Condition Awards
Ordinary Performance Condition Awards
During the ordinary course of business, the Company grants equity awards, subject to a combination of service and performance conditions, as part of the Company’s standard incentive structure initiatives. These awards are referred to as (“Ordinary Performance Condition Awards”).
From time to time, the Company grants equity awards that are subject to a combination of service and market conditions, granted on a non-standard basis to reward or incentivize key contributions that advance the Company’s long-term goals of value creation. These awards are referred to as (“Special Purpose Market Condition Awards,” and collectively with the Ordinary Performance Condition Awards, “Market and Performance Condition Awards”).
193
Table of Contents
TPG Inc.
Notes to Consolidated Financial Statements
Special Purpose IPO Executive Market Condition Awards
Under the Omnibus Plan and in conjunction with the IPO, the Company also granted 1.1 million restricted stock units as Special Purpose Market Condition Awards in order to incentivize and retain key members of management and further their alignment with our shareholders (the “IPO Executive Market Condition Awards”). The IPO Executive Market Condition Awards are subject to both market performance and service based vesting conditions, including (i) a time-based component requiring a five-year service period and (ii) a market price component with a target Class A common stock share price at $ 44.25 within five years and $ 59.00 within eight years. Dividend equivalents accrue on the vested and unvested Special Purpose Service Awards when the dividend occurs. Dividend equivalents accrue for the vested and unvested portions of the IPO Executive Market Condition Awards and are paid only when both the applicable service and market performance conditions are satisfied.
Compensation expense for the IPO Executive Market Condition Awards is recognized using the accelerated attribution method on a tranche-by-tranche basis. During 2024, both market price components of Class A common stock share price of $ 44.25 and $ 59.00 were met. During the year ended December 31, 2025, 0.2 million IPO Executive Market Condition Awards vested.
Special Purpose CEO Market Conditions Award
The long-term performance incentive award granted to the CEO under the Omnibus Plan on November 30, 2023, is also comprised of 3.9 million restricted stock units as Special Purpose Market Condition Awards, and is intended to incentivize the CEO to drive stockholder value in a manner that is aligned with stockholder interests, reward him for organic and inorganic Company growth, and bring his compensation in line with peer competitors in order to promote and ensure retention (the “CEO Market Conditions Award”).
The CEO Market Conditions Award is subject to both market performance and service based vesting conditions, including (i) a time-based component requiring a five-year service period and (ii) a market price component that is only achieved when the 30-day volume weighted average trading price of a share of Class A common stock meets or exceeds certain stock price hurdles. 25 % of each service vesting tranche of the CEO Market Conditions Award is eligible to be earned and vest following achievement of each of the following Class A common stock prices: $ 52.50 , $ 58.45 , $ 64.05 and $ 70.00 . These stock price hurdles represent a premium of 150 %, 167 %, 183 % and 200 %, respectively, of the closing price of a share of Class A common stock on the date of grant. The first market hurdle must be achieved by January 13, 2029, and the remaining hurdles by January 13, 2030. If the applicable market hurdles are not achieved by the specified periods, the applicable portions of the CEO Market Conditions Award will be forfeited. Restricted stock units from the CEO Market Conditions Award that (i) vest prior to January 13, 2029 will be settled promptly following January 13, 2029, and (ii) vest after January 13, 2029 will be settled promptly following January 13, 2030, subject to certain other accelerated settlement conditions. Dividend equivalents accrue for the vested and unvested portions of the CEO Market Conditions Award and are paid only if and when both the applicable service and market conditions are satisfied.
Compensation expense for the CEO Market Conditions Award is recognized using the accelerated attribution method on a tranche-by-tranche basis. During 2024, the first three market hurdles of the CEO Market Conditions Award of Class A common stock share prices of $ 52.50 , $ 58.45 and $ 64.05 were met. As such, 20 % of these tranches have vested or will vest on each of January 13, 2025, 2026, 2027, 2028 and 2029.
Special Purpose Executive Chairman Market Conditions Award
The long-term performance incentive award granted to the Executive Chairman under the Omnibus Plan on August 19, 2025, is also comprised of 0.5 million restricted stock units as Special Purpose Market Condition Awards, and is intended to incentivize the Executive Chairman to drive stockholder value in a manner that is aligned with stockholder interests, including recognizing the Executive Chairman’s role in the establishment of the firm’s Impact platform and incentivizing his continued leadership of the platform (the “Executive Chairman Market Conditions Award”).
The Executive Chairman Market Conditions Award is subject to both market performance and service based vesting conditions, including (i) a time-based component requiring a five-year service period and (ii) a market price component that is only achieved 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. 25 % of each service vesting tranche of the Executive Chairman Market
194
Table of Contents
TPG Inc.
Notes to Consolidated Financial Statements
Conditions Award is eligible to be earned and vest following achievement of each of the following Class A common stock prices: $ 90.98 , $ 101.29 , $ 110.99 and $ 121.30 . These stock price hurdles represent a premium of 150 %, 167 %, 183 % and 200 %, respectively, of the closing price of a share of Class A common stock on the date of grant. The first market hurdle must be achieved by July 15, 2030, and the remaining hurdles by July 15, 2031. If the applicable market hurdles are not achieved by the specified periods, the applicable portions of the Executive Chairman Market Conditions Award will be forfeited. Restricted stock units from the Executive Chairman Market Conditions Award that (i) vest prior to July 15, 2030, will be settled promptly following July 15, 2030, and (ii) vest after July 15, 2030, will be settled promptly following July 15, 2031, subject to certain other accelerated settlement conditions. Dividend equivalents accrue for the vested and unvested portions of the Executive Chairman Market Conditions Award and are paid only if and when both the applicable service and market conditions are satisfied.
Compensation expense for the Executive Chairman Market Conditions Award is recognized using the accelerated attribution method on a tranche-by-tranche basis.
The following table summarizes the outstanding RSUs for Market and Performance Condition Awards as of December 31, 2025 (in millions, including share data):
Units Outstanding as of December 31, 2025 Compensation Expense for the Year Ended December 31, Unrecognized Compensation Expense as of December 31, 2025
2025 2024
Restricted Stock Units
Ordinary Performance Condition Awards 1.0 $ 13.6 $ 3.1 $ 22.4
Special Purpose Market Condition Awards 4.2 32.2 29.2 41.6
Total Market and Performance Condition Award RSUs 5.2 $ 45.8 $ 32.3 $ 64.0
The following table presents the roll forward of the Company’s unvested Special Purpose Market Condition Awards for the year ended December 31, 2025 (awards in millions):
Market Condition Awards
Weighted Average Grant Date Fair Value
Balance at December 31, 2024 4.6 $ 20.41
Granted 0.5 38.27
Vested
( 0.2 ) 16.58
Vested, unsettled ( 0.6 ) 22.01
Forfeited ( 0.1 ) 16.59
Balance at December 31, 2025 4.2 22.49
As of December 31, 2025, there was approximately $ 41.6 million of total estimated unrecognized compensation expense related to unvested Special Purpose Market Condition Awards, which is expected to be recognized over the weighted average remaining requisite service period of 2.3 years.
Total Restricted Stock Units
For the years ended December 31, 2025, 2024 and 2023, the Company recorded total restricted stock unit compensation expense of $ 345.9 million , $ 261.9 million and $ 129.8 million, respectively. The expense associated with awards granted to certain non-employees of the Company is recognized in general, administrative and other in our Consolidated Statements of Operations and tot aled $ 14.0 million, $ 6.4 million and $ 3.7 million for the years ended December 31, 2025, 2024 and 2023, respectively.
195
Table of Contents
TPG Inc.
Notes to Consolidated Financial Statements
For the years ended December 31, 2025 and 2024, the Company had 8.1 million and 4.4 million restricted stock units vest at a fair value of $ 501.5 million and $ 179.1 million, respectively (excluding vested, but unsettled units). The restricted stock units were settled by issuing 5,049,790 shares of TPG Inc. Class A common stock, net of withholding tax of $ 190.6 million for the year ended December 31, 2025 and by issuing 2,713,730 shares of TPG Inc. Class A common stock, net of withholding tax of $ 68.0 million (excluding vested, but unsettled units) for the year ended December 31, 2024.
The following table summarizes all outstanding restricted stock unit awards as of December 31, 2025 (in millions, including share data):
Units Outstanding as of December 31, 2025 Compensation Expense for the Year Ended December 31, Unrecognized Compensation Expense as of December 31, 2025
2025 2024
Restricted Stock Units
Ordinary Awards:
Ordinary Service Awards 9.7 $ 174.6 $ 94.2 $ 326.1
Ordinary Performance Condition Awards 1.0 13.6 3.1 22.4
Special Purpose Awards:
Special Purpose Service Awards 11.9 125.5 135.4 227.6
Special Purpose Market Condition Awards 4.2 32.2 29.2 41.6
Total Restricted Stock Units 26.8 $ 345.9 $ 261.9 $ 617.7
In January 2026, the Company issued 4.9 million shares of Class A common stock in connection with the vesting of RSUs. In January 2026, the Company granted 5.0 million in RSUs. The units vest in equal tranches over a period of three to six years .
Other Awards
As a result of the Reorganization and the IPO in 2022, certain of the Company’s current partners hold restricted indirect interests in Common Units through TPG Partner Holdings and indirect economic interests through RemainCo. TPG Partner Holdings and RemainCo are presented as non-controlling interest holders within the Company’s Consolidated Financial Statements. The interests in TPG Partner Holdings (“TPH Units”) and indirectly in RemainCo (“RPH Units”) are generally subject to service, or, in certain cases, to both service and performance conditions. Holders of these interests participate in distributions regardless of the vesting status. Additionally, in conjunction with the Reorganization, the IPO and the acquisition of NewQuest, certain TPG partners and NewQuest principals were granted Common Units directly at TPG Operating Group and Class A common stock (collectively, the “Other IPO-Related Awards”) subject to both service and performance conditions.
In conjunction with the acquisition of Angelo Gordon, the Company granted 43.8 million of unvested Common Units to former Angelo Gordon partners (included in Common Units below), which are considered compensatory under ASC 718. These units generally vest over a term of five years and participate in distributions at the TPG Operating Group along with all vested equity.
In conjunction with the acquisition of Peppertree, the Company granted 5.4 million of unvested Common Units to Peppertree Co-Presidents (included in Common Units below), which are considered compensatory under ASC 718. These units generally vest over a term of five years and participate in distributions at the TPG Operating Group along with all vested equity.
196
Table of Contents
TPG Inc.
Notes to Consolidated Financial Statements
The following table summarizes the outstanding Other Awards as of December 31, 2025 (in millions, including share data):
Unvested Units/Shares Outstanding as of December 31, 2025 Compensation Expense for the Year Ended December 31, Unrecognized Compensation Expense as of December 31, 2025
2025 2024
TPH and RPH Units
TPH units 17.3 $ 253.8 $ 289.6 $ 381.4
RPH units 0.1 34.3 55.1 37.3
Total TPH and RPH Units 17.4 $ 288.1 $ 344.7 $ 418.7
Common Units and Class A Common Stock
Common Units 31.2 $ 227.8 $ 324.1 $ 787.0
Class A Common Stock — 0.4 17.2 —
Total Common Units and Class A Common Stock 31.2 $ 228.2 $ 341.3 $ 787.0
TPH and RPH Units
The Company accounts for the TPH Units and RPH Units as compensation expense in accordance with ASC 718. The unvested TPH and RPH Units are recognized as equity-based compensation subject to primarily service vesting conditions and in certain cases performance conditions, some of which are deemed probable of achieving. The Company recognized compensation expense of $ 288.1 million, $ 344.7 million and $ 436.6 million for the years ended December 31, 2025, 2024 and 2023, respectively. There is no additional dilution to our stockholders related to these interests. Contractually these units are only related to non-controlling interest holders of the TPG Operating Group, and there is no impact to the allocation of income and distributions to TPG Inc. Therefore, the Company has allocated these expense amounts to its non-controlling interest holders.
The following table presents the roll forwards of the Company’s unvested TPH Units and RPH Units for the year ended December 31, 2025 (units in millions):
TPH Units RPH Units
Partnership Units Grant Date Fair Value Partnership Units Grant Date Fair Value
Balance at December 31, 2024 26.1 $ 26.74 0.2 $ 457.10
Reallocated 0.9 57.88 — —
Vested ( 8.6 ) 24.58 ( 0.1 ) 457.10
Forfeited ( 1.1 ) 24.36 — 457.10
Balance at December 31, 2025 17.3 29.50 0.1 457.10
Certain forfeited TPH Units were reallocated to certain existing unit holders in accordance with the applicable governing documents. The grant date fair value of the reallocated awards was determined based on the fair value of TPG’s common stock at the time of reallocation. As of December 31, 2025, there was approximately $ 418.7 million of total estimated unrecognized compensation expense related to outstanding unvested awards, of which TPH Units and RPH Units represented $ 381.4 million and $ 37.3 million, respectively.
197
Table of Contents
TPG Inc.
Notes to Consolidated Financial Statements
Common Units and Class A Common Stock
In accordance with ASC 718, all Other Awards are also recognized as equity-based compensation. The Company recognized compensation expense of $ 228.2 million, $ 341.3 million and $ 72.5 million for the years ended December 31, 2025, 2024 and 2023, respectively. As TPG Operating Group holders would accrete pro-rata or benefit directly upon forfeiture of those awards, this compensation expense was allocated pro-rata to all controlling and non-controlling interest holders of TPG Inc.
The following table presents the roll forwards of the Company’s unvested TOG Units and Class A Common Stock Awards for the year ended December 31, 2025 (awards in millions):
Common Units Class A Common Stock
Partnership Units Grant Date Fair Value Partnership Units Grant Date Fair Value
Balance at December 31, 2024 36.0 $ 25.50 0.3 $ 29.50
Granted 5.4 47.56 — —
Reallocated — — — —
Vested ( 9.6 ) 25.43 ( 0.3 ) 29.50
Forfeited ( 0.6 ) 27.29 — —
Balance at December 31, 2025 31.2 29.28 0.0 29.50
Total unrecognized compensation expense related to outstanding unvested awards as of December 31, 2025 wa s $ 787.0 million.
Other Liability Classified Awards
As discussed in Note 3, the Company granted liability-classified Common Unit awards to certain Peppertree Parties in conjunction with the acquisition of Peppertree, which are considered liability-classified awards under ASC 718. The awards require both continuous service over an estimated period of five years and satisfaction of certain fee-related revenue targets during the period beginning on January 1, 2028 and ending on December 31, 2028 and certain fundraising targets. These liability-classified awards will be settled with a variable number of both vested and unvested Common Units upon the satisfaction of the fee-related revenue targets and do not participate in TPG Operating Group distributions before settlement. For the year ended December 31, 2025, the Company recognized compensation expense of $ 23.3 million related to these liability-classified awards with a corresponding increase in other liabilities.
In conjunction with the acquisition of Angelo Gordon, the Company granted liability-classified Common Unit awards to Angelo Gordon partners. Those awards represent the compensatory portion of the Earnout Payment under ASC 718 and as such, require both continuous service over a period of five years and the satisfaction of fee-related revenue targets during the period beginning on January 1, 2026 and ending on December 31, 2026. These liability-classified awards will be settled with a variable number of both vested and unvested Common Units upon the satisfaction of the fee-related revenue targets and do not participate in TPG Operating Group distributions before settlement. During 2025, the Company determined that it is not probable the Company will need to settle the Earnout Payment. As such, the Company reversed previously recorded equity-based compensation expense of $ 67.7 million for the year ended December 31, 2025, related to its liability-classified awards with a corresponding decrease in other liabilities. For the year ended December 31, 2024 and 2023, the Company recognized compensation expense of $ 55.3 million and $ 12.4 million, respectively, related to its liability-classified awards with a corresponding increase in other liabilities.
The fair value of the liability-classified awards discussed above will be remeasured every reporting period and are based on the satisfaction of the respective fee-related revenue and fundraising targets, if applicable. Compensation expense for these awards are recognized using the accelerated attribution method on a tranche-by-tranche basis. Total unrecognized compensation expense related to these awards as of December 31, 2025 was $ 142.8 million.
198
Table of Contents
TPG Inc.
Notes to Consolidated Financial Statements
TRTX Awards
Certain employees of the Company receive awards (“TRTX Awards”) from TPG RE Finance Trust, Inc. (“TRTX”), a publicly traded real estate investment trust, externally managed and advised by TPG RE Finance Trust Management, L.P., a wholly-owned subsidiary of the Company, for services provided to TRTX. Generally, the TRTX Awards vest over four years for employees and at grant date for directors of TRTX.
The TRTX Awards granted to certain employees of the Company are recorded in other assets and due to affiliates in the Consolidated Statements of Financial Condition. The grant date fair value of the asset is amortized through equity-based compensation expense on a straight-line basis over the vesting period in the Consolidated Statements of Operations. Equity-based compensation expense is offset by related management fees earned by the Company from TRTX. During the years ended December 31, 2025, 2024 and 2023, the Company recognized $ 8.3 million, $ 9.3 million and $ 7.2 million, respectively, of management fees and equity-based compensation expense.
Other Compensation Matters
TPG provides voluntary defined contribution plans for its U.S. and U.K. employees who meet certain eligibility requirements. The current defined contribution plan for U.S. employees is a 401(k) profit-sharing plan that was adopted in May 1996. The current defined contribution plan for U.K. employees is a pension plan that was adopted in January 2010. Employees may elect to make contributions up to legally established limits. Both plans provide for employer contributions at the Company’s discretion. The Company’s contribution expenses were $ 29.6 million, $ 26.6 million and $ 15.2 million, for the years ended December 31, 2025, 2024 and 2023, respectively.
Compensation includes a significant performance-based component in the form of discretionary bonuses. The Company incurred discretionary bonus expense of $ 346.5 million, $ 330.0 million and $ 220.7 million for the years ended December 31, 2025, 2024 and 2023, respectively.
19. Equity
The Company has three classes of common stock outstanding, Class A common stock, nonvoting Class A common stock and Class B common stock. Class A common stock is traded on the Nasdaq Global Select Market. The Company is authorized to issue 2,240,000,000 shares of Class A common stock with a par value of $ 0.001 per share, 100,000,000 shares of nonvoting Class A common stock, 750,000,000 shares of Class B common stock with a par value of $ 0.001 per share, and 25,000,000 shares of preferred stock with a par value of $ 0.001 per share. Each share of the Company’s Class A common stock entitles its holder to one vote, and each share of our Class B common stock entitles its holder to ten votes. Holders of Class A common stock and Class B common stock generally vote together as a single class on all matters presented to the Company’s stockholders for their vote or approval. The nonvoting Class A common stock have the same rights and privileges as, rank equally and share ratably with, and are identical in all respects as to all matters to, the Class A common stock, except that the nonvoting Class A common stock have no voting rights other than such rights as may be required by law. Holders of Class A common stock are entitled to receive dividends when and if declared by the board of directors. Holders of the Class B common stock are not entitled to dividends in respect of their shares of Class B common stock. As of December 31, 2025, 146,507,998 shares of Class A common stock and 6,605,963 shares of nonvoting Class A common stock were outstanding, 224,331,812 shares of Class B common stock were outstanding, and there were no shares of preferred stock outstanding.
Dividends and distributions
Dividends and distributions are reflected in the Consolidated Statements of Changes in Equity when declared by the board of directors. Dividends are made to Class A common stockholders and distributions are made to holders of non-controlling interests in subsidiaries.
199
Table of Contents
TPG Inc.
Notes to Consolidated Financial Statements
The table below presents information regarding the quarterly dividends on the Class A common stock, which were made at the sole discretion of the Board of Directors of the Company.
Date Declared Record Date Payment Date Dividend per Class A Common Share
May 8, 2024 May 20, 2024 June 3, 2024 $ 0.41
August 6, 2024 August 16, 2024 August 30, 2024 0.42
November 4, 2024 November 14, 2024 December 2, 2024 0.38
February 11, 2025 February 21, 2025 March 7, 2025 0.53
Total 2024 Dividend Year (through Q4 2024)
$ 1.74
May 7, 2025 May 19, 2025 June 2, 2025 $ 0.41
August 6, 2025 August 18, 2025 September 2, 2025 0.59
November 4, 2025 November 14, 2025 December 1, 2025 0.45
February 5, 2026 February 19, 2026 March 5, 2026 0.61
Total 2025 Dividend Year (through Q4 2025) $ 2.06
Exchanges of Common Units
Pursuant to the Exchange Agreement, certain holders of Common Units, including certain partners and employees, are authorized to exchange Common Units for an equal number of shares of Class A common stock. During the years ended December 31, 2025 and 2024, certain holders of Common Units exchanged Common Units for an equal number of shares of Class A common stock resulting in the issuance of shares of Class A common stock and the cancellation of an equal number of shares of Class B common stock for no additional consideration as follows:
Exchange Date Class A Common Stock Issued
2024 Exchanges (a)
February 27, 2024 17,704,987
May 21, 2024 1,998,593
August 19, 2024 1,042,119
November 15, 2024 5,155,425
2025 Exchanges (a)
February 24, 2025 9,786,354
May 21, 2025 21,000,000
August 19, 2025 5,153,040
_________________
(a) The issuance of the shares of Class A common stock to such holders of Common Units was registered pursuant to the Company’s registration statements on Form S-3 filed on November 2, 2023 and September 13, 2024.
200
Table of Contents
TPG Inc.
Notes to Consolidated Financial Statements
The supplemental non-cash financing activities related to equity for the Consolidated Statements of Cash Flows are as follows (in thousands):
Year Ended December 31,
2025 2024 2023
Distributions to holders of other non-controlling interests $ 462 $ 13,504 $ 17,779
Deferred tax assets 540,201 335,529 —
Due to affiliates 189,935 297,085 —
Other liabilities 286,131 — —
Additional paid-in-capital 64,135 38,444 —
Contributions from holders of other non-controlling interests 280,636 — —
Distributions in-kind to holders of other non-controlling interests 75,000 — —
Deconsolidation of previously consolidated entities 258,359 — —
20. Subsequent Events
On February 11, 2026, the Company closed the previously announced transaction to establish a long-term, strategic investment management partnership (the “Transaction”) with Jackson Financial Inc. (“Jackson”) whereby TPG will serve as an investment manager for select general account assets of subsidiaries of Jackson. In connection with the Transaction, TPG issued 2,279,109 shares of Class A common stock to a subsidiary of Jackson. In addition, on February 11, 2026, the TPG Operating Group purchased 4,715,554 shares of common stock, par value $ 0.01 per share, of Jackson. In connection with purchasing shares of common stock of Jackson, the Company borrowed $ 400.0 million on its Senior Unsecured Revolving Credit Facility.
Other than the events noted in the footnotes to the Consolidated Financial Statements, there have been no additional events since December 31, 2025 that require recognition or disclosure in the Consolidated Financial Statements.
201
Table of Contents
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosures
None.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) are designed to ensure that information required to be disclosed by us in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the appropriate time periods, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely discussions regarding required disclosure.
In designing and evaluating our disclosure controls and procedures, management recognizes that any disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
We, under the supervision of and with participation of our management, including our Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the design and operation of our disclosure controls and procedures were effective as of December 31, 2025.
Management’s Annual Report on Internal Control Over Financial Reporting
Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process designed under the supervision of its principal executive and principal financial officer and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of its consolidated financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles.
The Company’s internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of the Company’s assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and the directors; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its consolidated financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
We completed our acquisition of Peppertree on July 1, 2025. Consistent with guidance issued by the SEC that an assessment of a recently acquired business may be omitted from management’s report on internal control over financial reporting in the year of acquisition, management excluded an assessment of the effectiveness of the Company’s internal control over financial reporting related to Peppertree. Total assets and total revenues of Peppertree that were excluded from management’s assessment constitute 4.5% of the Company’s total assets as of December 31, 2025, and 1.4% of total revenues for the fiscal year ended December 31, 2025. Management’s basis for exclusion included the size and complexity of the acquired business and the timing between acquisition and fiscal year end.
202
Table of Contents
Management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025 based on the framework established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management has determined that the Company’s internal control over financial reporting as of December 31, 2025 was effective.
Changes in Internal Control Over Financial Reporting
There has been no change in our internal control over financial reporting during the fiscal quarter ended December 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Attestation Report of the Independent Registered Public Accounting Firm
Deloitte & Touche LLP, our independent registered public accounting firm that audited the financial statements included in this Form 10-K, has issued its attestation report on our internal control over financial reporting as of December 31, 2025, which is included herein.
Item 9B. Other Information
Not applicable.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
203
Table of Contents
Part III
Item 10. Directors, Executive Officers and Corporate Governance
Information about our directors and executive officers as well as corporate governance matters will be in our 2026 Proxy Statement, which is expected to be filed no later than 120 days after the end of our fiscal year ended December 31, 2025 under the captions “Corporate Governance,” “Election of Directors” and “Executive Officers” and is incorporated in this Form 10-K by reference.
Policy Prohibiting Insider Trading
We have adopted a Policy Prohibiting Insider Trading that governs the purchase, sale and/or other dispositions of our securities applicable to our personnel, including directors, officers, employees and other covered persons. We believe that our Policy Prohibiting Insider Trading is reasonably designed to promote compliance with insider trading laws, rules and regulations, and Nasdaq listing standards. A copy of our Policy Prohibiting Insider Trading is filed as Exhibit 19.1 to this Form 10-K.
Code of Conduct and Ethics
We have a code of conduct and ethics that applies to all of our directors, employees and officers. A copy of the code is available on our website located at www.tpg.com. Any amendments or waivers to our code for our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, will be disclosed on our Internet website promptly following the date of such amendment or waiver, as and if required by applicable law.
Corporate Governance Guidelines
We have adopted corporate governance guidelines in accordance with the corporate governance rules of Nasdaq. These guidelines cover a number of areas, including director responsibilities, director elections and re-elections, composition of the board of directors, including director qualifications and diversity and board committees, executive sessions, director access to management and, as necessary and appropriate, independent advisors, director orientation and continuing education, board materials, management succession and evaluations of the board of directors and the board’s committees. A copy of our corporate governance guidelines is available on our website at www.tpg.com.
Item 11. Executive Compensation
Information relating to our executive officer and director compensation and the compensation committee of the board of directors will be in the 2026 Proxy Statement under the caption “Executive Compensation” and is incorporated in this Form 10-K by reference.
Item 12. Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters
Information relating to securities authorized for issuance under equity compensation plans, security ownership of certain beneficial owners of our common stock and information relating to the security ownership of our management will be in the 2026 Proxy Statement under the caption “Security Ownership of Certain Beneficial Owners and Management” and is incorporated in this Form 10-K by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Information regarding certain relationships and related transactions and director independence will be in the 2026 Proxy Statement under the captions “Certain Relationships and Related Transactions” and “Controlled Company Status and Director Independence” and is incorporated in this Form 10-K by reference.
204
Table of Contents
Item 14. Principal Accounting Fees and Services
Information regarding principal accounting fees and services will be in the 2026 Proxy Statement under the caption “Ratification of Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu and their respective affiliates (collectively, the “Deloitte Entities”) as our Independent Registered Public Accounting Firm for 2025” and is incorporated in this Form 10-K by reference.
205
Table of Contents
Part IV
Item 15. Exhibits, Financial Statement Schedules
(a) The following documents are filed as part of this annual report.
1. Financial Statements :
See Item 8 above.
2. Financial Statement Schedules:
All schedules are omitted because they are not applicable or the required information is shown in the Consolidated Financial Statements or notes thereto.
3. Exhibits :
Exhibits are included below.
Exhibit No. Description
2.1 Transaction Agreement, dated May 14, 2023, among TPG Inc., TPG Operating Group II, L.P., TPG GP A, LLC, Angelo, Gordon & Co., L.P., AG Funds, L.P., AG Partner Investments, L.P., Alabama Investments (Parallel) Founder A L.P., Alabama Investments (Parallel) Founder G L.P., Alabama Investments (Parallel), LP, AG GP, LLC and Michael Gordon 2011 Revocable Trust (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed on May 15, 2023).
2.2 Amendment No. 1 to the Transaction Agreement, dated October 3, 2023, among TPG Operating Group II, L.P., AG GP, LLC and API Representative, LLC (incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K, filed on November 2, 2023).
2.3 Amendment No. 2 to the Transaction Agreement, dated October 31, 2023, between TPG Operating Group II, L.P. and AG GP, LLC (incorporated by reference to Exhibit 2.3 to the Company’s Current Report on Form 8-K, filed on November 2, 2023).
2.4 Amendment No. 3 to the Transaction Agreement, dated March 13, 2024, between TPG Operating Group II, L.P. and API Representative, LLC (incorporated by reference to Exhibit 2.1 to the Company’s Quarterly Report on Form 10-Q, filed on May 8, 2024).
3.1 Restated Certificate of Incorporation of TPG Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on November 13, 2023).
3.2 Certificate of Amendment of Restated Certificate of Incorporation of TPG Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on June 6, 2024).
3.3 Amended and Restated Bylaws of TPG Inc. (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K, filed on June 12, 2023).
4.1 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K, filed on February 18, 202 5 ) .
4.2 Subordinated Indenture, dated as of March 4, 2024, among TPG Operating Group II, L.P., the Guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on March 4, 2024).
4.3 First Supplemental Indenture, dated as of March 4, 2024, among TPG Operating Group II, L.P., the Guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed on March 4, 2024).
4.4 Form of 6.950% Subordinated Notes due 2064 (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K, filed on March 4, 2024).
4.5 Senior Indenture, dated as of March 5, 2024, among TPG Operating Group II, L.P., the Guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on March 5, 2024).
4.6 First Supplemental Indenture, dated as of March 5, 2024, among TPG Operating Group II, L.P., the Guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed on March 5, 2024).
4.7 Form of 5.875% Senior Notes due 2034 (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K, filed on March 5, 2024).
206
Table of Contents
4.8 Second Supplemental Indenture, dated as of August 14, 2025, among TPG Operating Group II, L.P., the Guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (inc orporated by reference to Exh ibit 4.2 to the Company ’ s Current Report on Form 8-K, filed on August 14, 2025).
4.9 Form of 5.375% Senior Notes due 2036 (incorporated by reference to Exhibit 4. 3 to the Company’s Current Report on Form 8-K, filed on August 14, 2025) .
10.1 Seventh Amended and Restated Limited Partnership Agreement of TPG Operating Group II, L.P., dated as of November 1, 2023, among TPG Holdings II-A, LLC and the limited partners of TPG Operating Group II, L.P. (incorporated by reference to Exhibit 10.1 to the Company’s Annual Report on Form 10-K, filed on February 23, 2024).
10.2 Second Amended and Restated Limited Liability Company Agreement of TPG GP A, LLC, dated November 1, 2023, among TPG Partners, LLC and the members of TPG GP A, LLC party thereto (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed on November 2, 2023).
10.3 Omnibus Amendment to TPG Operating Group Limited Partnership Agreements, dated as of March 15, 2023, among the respective general partner of each of TPG Operating Group I, L.P., TPG Operating Group II, L.P. and TPG Operating Group III, L.P. (incorporated by reference to Exhibit 10.2 to Company’s Quarterly Report on Form 10-Q, filed on May 15, 2023).
10.4 Indenture, dated as of May 9, 2018 and Amended as of October 1, 2019 between TPG Holdings I FinanceCo, L.P., TPG Holdings II FinanceCo, L.P., TPG Holdings III FinanceCo, L.P. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1, filed on December 16, 2021).
10.5 Seventh Amended and Restated Credit Agreement, dated as of May 1, 2025, among TPG Operating Group II, L.P., acting through its general partner, TPG Holdings II-A, LLC, the co-borrowers party thereto, the subsidiary borrowers from time to time party thereto, the lenders from time to time party thereto and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the C ompany ’ s Current Report on Form 8-K , filed on May 1, 2025) .
10.6 Accession Agreement, dated as of June 13, 2025, among Société Générale, Standard Chartered Bank, TPG Operating Group II, L.P., acting through its general partner, TPG Holdings II-A, LLC, th e co-borrowers party thereto, the subsidiary borrowers from time to time party thereto, the lenders from time to time party thereto and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q, filed on November 4, 2025).
10.7 Reorganization Agreement, dated as of December 31, 2021, among TPG Holdings I, L.P., TPG Holdings II, L.P., TPG Holdings III, L.P., TPG Group Advisors (Cayman), Inc., TPG Group Advisors (Cayman), LLC, TPG Partner Holdings Advisors, Inc., TPG Group Holdings (SBS) Advisors, Inc., TPG Group Holdings (SBS) Advisors, LLC, David Bonderman, James G. Coulter, Jon Winkelried and TPG GP A, LLC (incorporated by reference to Exhibit 10.7 to the Company’s Annual Report on Form 10-K, filed on March 29, 2022).
10.8 Amended and Restated Tax Receivable Agreement, dated November 1, 2023, among TPG Inc., TPG OpCo Holdings, L.P., TPG Operating Group II, L.P., TPG GP A, LLC, Alabama Investments (Parallel), LP, Alabama Investments (Parallel) Founder A, LP, Alabama Investments (Parallel) Founder G, LP and API Representative, LLC (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on November 2, 2023).
10.9 Amended and Restated Exchange Agreement, dated November 1, 2023, among TPG Inc., TPG Operating Group I, L.P., TPG Operating Group II, L.P., TPG Operating Group III, L.P., TPG OpCo Holdings, L.P., Alabama Investments (Parallel) LP, Alabama Investments (Parallel) Founder A, LP, Alabama Investments (Parallel) Founder G, LP and API Representative, LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on November 2, 2023).
10.10 Amended and Restated Investor Rights Agreement, dated November 1, 2023, among TPG Inc., TPG GP A, LLC, Alabama Investments (Parallel) LP, Alabama Investments (Parallel) Founder A, LP, Alabama Investments (Parallel) Founder G, LP and API Representative, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on November 2, 2023).
10.11 Administrative Services Agreement, dated as of December 31, 2021, between TPG Global, LLC and Tarrant Remain Co GP, LLC (incorporated by reference to Exhibit 10.11 to the Company’s Annual Report on Form 10-K, filed on March 29, 2022).
10.12 Performance Earnings Agreement, dated as of December 31, 2021, among Tarrant Remain Co I, L.P., Tarrant Remain Co II, L.P., Tarrant Remain Co III, L.P., TPG Holdings I, L.P., TPG Holdings II, L.P., TPG Holdings III, L.P. and TPG Partners, LLC (incorporated by reference to Exhibit 10.12 to the Company’s Annual Report on Form 10-K, filed on March 29, 2022).
207
Table of Contents
10.13 Master Contribution Agreement, dated as of December 31, 2021, among TPG Holdings I, L.P., TPG Holdings II, L.P., TPG Holdings III, L.P., Tarrant Remain Co I, L.P., Tarrant Remain Co II, L.P., Tarrant Remain Co III, L.P. and each of the other persons party thereto (incorporated by reference to Exhibit 10.13 to the Company’s Annual Report on Form 10-K, filed on March 29, 2022).
10.14 Form of Strategic Investor Transfer Agreement (incorporated by reference to Exhibit 10.14 to the Company’s Registration Statement on Form S-1, filed on December 16, 2021).
10.15†
Employment Agreement, dated as of December 15, 2021, among TPG Global, LLC, TPG Holdings, L.P., TPG Partner Holdings, L.P., TPG Group Advisors (Cayman), Inc. and Jon Winkelried (incorporated by reference to Exhibit 10.15 to the Company’s Annual Report on Form 10-K, filed on March 29, 2022).
10.16†
Employment Agreement, dated as of December 15, 2021, among TPG Global, LLC, TPG Holdings, L.P., TPG Partner Holdings, L.P., TPG Group Advisors (Cayman), Inc., TPG Partners, LLC and James G. Coulter (incorporated by reference to Exhibit 10.16 to the Company’s Annual Report on Form 10-K, filed on March 29, 2022).
10.17†
Letter Agreement, dated as of December 15, 2021, between TPG Global, LLC and Jonathan Coslet (incorporated by reference to Exhibit 10.18 to the Company’s Annual Report on Form 10-K, filed on March 29, 2022 ) .