10-K – 2026-02-17 – tpg-20251231.htm

10.18†
Executive Retention Agreement, dated as of November 13, 2021, between TPG Partner Holdings, L.P. and Kelvin L. Davis (incorporated by reference to Exhibit 10.19 to the Company’s Registration Statement on Form S-1, filed on December 16, 2021).

10.19*†
Form of U.S. Offer Letter for TPG Inc.

10.20†
TPG Inc. Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8, filed on January 13, 2022).

10.21†
Form of Restricted Stock Unit Grant Agreement under the TPG Inc. Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 10.21 to the Company’s Annual Report on Form 10-K, filed on February 18 , 202 4 ).

10.22†
Form of Restricted Stock Unit Grant Agreement (Directors) under the TPG Inc. Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 10.23 to the Company’s Annual Report on Form 10-K, filed on March 29, 2022).

10.23†
Form of Performance Restricted Stock Unit Grant Agreement under the TPG Inc. Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 10.2 3 to the Company’s Annual Report on Form 10-K, filed on February 18, 2025).

10.24†
Form of Restricted Stock Unit Grant Agreement and Performance Restricted Stock Unit Grant Agreement ( incorporated by reference to Exhibit 10.5 to the Company ’ s Quarterly Report on Form 10-Q, filed on November 4, 2025).

10.25*†
Restricted Stock U nit Grant Agreement, dated as of January 13, 2026 , between TPG Inc. and Jon Winkelried, under the TPG Inc. Omnibus Equity Incentiv e Plan .

10.26†
Form of Platform Level Program Award Agreements (incorporated by reference to Exhibit 10.26 to the Company’s Annual Report on Form 10-K, filed on February 23, 2024).

10.27†
Form of TPG Partner Holdings Interest Schedule (Individual) (incorporated by reference to Exhibit 10.25 to the Company’s Registration Statement on Form S-1, filed on December 16, 2021).

10.28†
Form of Director and Officer Indemnification Agreement for TPG Inc. (incorporated by reference to Exhibit 10.26 to the Company’s Registration Statement on Form S-1, filed on December 16, 2021).

10.29 Founder Exchange Agreement, dated as of January 12, 2022, among David Bonderman, James G. Coulter, BondCo, Inc., CoulCo, Inc., TPG Holdings II Sub, L.P., TPG GP Advisors, Inc., TPG PEP GenPar Advisors, Inc., TPG GP A, LLC, New TPG GP Advisors, Inc., TPG Group Holdings (SBS) Advisors, Inc., TPG Partner Holdings Advisors, Inc. and TPG Inc. (incorporated by reference to Exhibit 10.28 to the Company’s Annual Report on Form 10-K, filed on March 29, 2022).

10.30 Founder Net Settlement Agreement, dated as of December 31 , 2021, among David Bonderman, James G. Coulter, TPG Europe, LLC, TPG Europe II, LLC, BondCo, Inc., CoulCo, Inc., TPG Holdings II Sub, L.P., TPG Global Advisors, LLC, TPG Global, LLC, TPG International, LLC and Tarrant Capital, LLC (incorporated by reference to Exhibit 10.29 to the Company’s Annual Report on Form 10-K, filed on March 29, 2022).

10.31*†
Independent Director Compensation Policy .

10.32†
Non-Employee Director Deferral Plan (i ncorporated by reference to Exhibit 10.4 to the Company ’ s Quarterly Report on Form 10-Q, filed on November 4, 2025) .

19.1*
Policy Prohibiting Insider Trading.

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21.1* List of subsidiaries.

22.1*
List of Notes Issuer and Guarantor Subsidiaries, Senior and Subordinated Notes .

23.1* Consent of Deloitte & Touche LLP as to TPG Inc.

31.1* Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2* Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1* Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.

32.2* Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.

97.1†
TPG Inc. Dodd-Frank Clawback Policy (incorporated by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K, filed on February 23, 2024).

101.INS* Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH* Inline XBRL Taxonomy Extension Schema Document
101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document
104* Cover Page Interactive Data File (embedded within the Inline XBRL document).

_________________
* Filed herewith
† Management compensatory plan or arrangement

Item 16. Form 10-K Summary
Not applicable .
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Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: February 17, 2026

/s/ Jon Winkelried

Jon Winkelried
Chief Executive Officer and Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature
Title
Date

/s/ James G. Coulter
James G. Coulter
Founding Partner, Executive Chairman and Director
February 17, 2026

/s/ Jon Winkelried
Jon Winkelried
Chief Executive Officer and Director (Principal Executive Officer)
February 17, 2026

/s/ Jack Weingart
Jack Weingart
Chief Financial Officer (Principal Financial Officer)
February 17, 2026

/s/ Martin Davidson
Martin Davidson
Chief Accounting Officer (Principal Accounting Officer)
February 17, 2026

/s/ Todd Sisitsky
Todd Sisitsky
Director
February 17, 2026

/s/ Anilu Vazquez-Ubarri
Anilu Vazquez-Ubarri
Director
February 17, 2026

/s/ Kelvin Davis
Kelvin Davis
Director
February 17, 2026

/s/ Nehal Raj
Nehal Raj
Director
February 17, 2026

/s/ Jeffrey Rhodes
Jeffrey Rhodes
Director
February 17, 2026

/s/ Ganen Sarvananthan
Ganen Sarvananthan
Director
February 17, 2026

/s/ David Trujillo
David Trujillo
Director
February 17, 2026

/s/ Gunther Bright
Gunther Bright
Director
February 17, 2026

/s/ Mary Cranston
Mary Cranston
Director
February 17, 2026

/s/ Deborah M. Messeme r
Deborah M. Messemer
Director
February 17, 2026

/s/ Kathy Elsesser
Kathy Elsesser
Director
February 17, 2026

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