SEC EDGAR · 10-Q
10-Q – 2025-11-04 – tpg-20250930.htm
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Omsättning
- Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 115
- The TPG funds are considered investment companies under Accounting Standards Codification (“ASC” or the “Codification”) Topic 946, Financial Services – Investment Companies (“ASC 946”). The Company, along with the TPG funds, applies the specialized accounting promulgated in ASC 946 and, as such, neither the Company nor the TPG funds consolidate wholly-owned, majority-owned and/or controlled portfolio companies. The TPG funds record all investments in the portfolio companies at fair value. Invest | When observable prices are not available for investments, the general partners use the market and income approaches to determine fair value. The market approach consists of utilizing observable market data, such as current trading or acquisition multiples of comparable companies, and applying it to key financial metrics, such as earnings before interest, depreciation and taxes, of the portfolio company. The comparability of the identified set of comparable companies to the portfolio company, amo
- Fees and Other | Fees and other are accounted for as contracts with customers under ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). The guidance for contracts with customers provides a five-step framework that requires the Company to (i) identify the contract with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract and (v) recognize revenue when the Compan | 17
- Revenue Streams | Customer
- Variable or Fixed Consideration | Revenue Recognition | Classification of Uncollected Amounts (b)
- TPG funds, portfolio companies and third-parties | Expense reimbursements incurred at a point in time relate to providing investment, management and monitoring services. Other revenue is performed over time | Expense reimbursements and other are fixed consideration
- Management Fees | The Company provides investment management services to the TPG funds, limited partners, separately managed accounts (“SMAs”) and clients, and other vehicles in exchange for a management fee. Management fees also include catch-up fees, also known as out-of-period management fees, which are fees paid in any given period that relate to a prior period, usually as the result of a new limited partner coming into a fund in a subsequent close. Management fees are determined quarterly based on an annual | 18
- Incentive Fees | The Company provides investment management services to certain TPG funds and other vehicles in exchange for a management fee as discussed above and, in some cases, an incentive fee when the Company is not entitled to performance allocations, as further discussed below. Incentive fees are considered variable consideration in the scope of the revenue guidance as these fees are affected by changes in the fair value of investments over the performance period. The Company recognizes incentive fees on | Expense Reimbursements and Other
EBITDA
- Market comparable Adjusted EBITDA multiple 9.25 x - 10.00 x ( 9.30 x)
- Product: TPG AG Middle Market Direct Lending | TPG AG Middle Market Direct Lending (“MMDL”) and TPG Twin Brook Capital Partners focus on sourcing, underwriting and actively managing a diversified portfolio of lower middle market, senior secured loans, including revolvers and first lien debt, and seek to deliver stable and attractive returns while minimizing volatility and protecting the downside. As a direct lender to private equity backed lower middle market companies primarily with $25 million of EBITDA or less, the product focuses on sour | 59
Rörelseresultat
- As of September 30, 2025 and December 31, 2024, the Company has recognized net deferred tax assets before the considerations of valuation allowances in the am oun t of $ 976.7 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 Com | 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 amou | As of September 30, 2025 and December 31, 2024, the Company has recognized a valuation allowance of $ 132.1 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
Periodens resultat
- Income tax expense 28,906 13,881 44,481 40,657 | Net income (loss) 199,230 ( 21,425 ) 317,169 ( 88,009 )
- Net income (loss) attributable to non-controlling interests in TPG Operating Group 34,375 ( 33,503 ) ( 8,589 ) ( 145,832 ) | Net income attributable to other non-controlling interests 97,715 3,117 218,284 47,320
- Net income (loss) attributable to non-controlling interests in TPG Operating Group 34,375 ( 33,503 ) ( 8,589 ) ( 145,832 ) | Net income attributable to other non-controlling interests 97,715 3,117 218,284 47,320 | Net income attributable to TPG Inc. $ 67,140 $ 8,961 $ 107,474 $ 10,503
- Net income attributable to other non-controlling interests 97,715 3,117 218,284 47,320 | Net income attributable to TPG Inc. $ 67,140 $ 8,961 $ 107,474 $ 10,503
- Net income (loss) per share data: | Net income (loss) available to Class A common stock per share
- Net income (loss) per share data: | Net income (loss) available to Class A common stock per share | Basic $ 0.33 $ 0.04 $ 0.43 $ ( 0.04 )
- Balance at June 30, 2025 144,596,915 224,858,284 $ 145 $ 225 $ 1,258,871 $ ( 267,366 ) $ 991,875 $ 2,567,581 $ 3,559,456 | Net income — — — — — 67,140 67,140 132,090 199,230 | Equity-based compensation — — — — 68,596 — 68,596 167,073 235,669
- Balance at June 30, 2024 102,813,336 261,954,046 $ 103 $ 262 $ 832,373 $ ( 118,513 ) $ 714,225 $ 2,591,991 $ 3,306,216 | Net income (loss) — — — — — 8,961 8,961 ( 30,386 ) ( 21,425 ) | Equity-based compensation — — — — 45,929 — 45,929 183,228 229,157
Kassaflöde
- Supplemental disclosures of other cash flow information: | Cash paid for income taxes $ 27,379 $ 23,726
- When observable prices are not available for investments, the general partners use the market and income approaches to determine fair value. The market approach consists of utilizing observable market data, such as current trading or acquisition multiples of comparable companies, and applying it to key financial metrics, such as earnings before interest, depreciation and taxes, of the portfolio company. The comparability of the identified set of comparable companies to the portfolio company, amo | The general partners, depending on the type of investment or stage of the portfolio company’s lifecycle, may also utilize a discounted cash flow analysis, an income approach, in combination with the market approach in determining fair value of investments. The income approach involves discounting projected cash flows of the portfolio company at a rate commensurate with the level of risk associated with those cash flows. In accordance with ASC Topic 820, Fair Value Measurement (“ASC 820”) market | In applying valuation techniques used in the determination of fair value, the general partners assume a reasonable period of time for liquidation of the investment and take into consideration the financial condition and operating results of the underlying portfolio company, the nature of the investment, restrictions on marketability, market conditions, foreign currency exposures and other factors. In determining the fair value of investments, the general partners exercise significant judgment an
- Investments Held for Sale and Other | Investments held for sale and other are held primarily for the purpose of selling in the near term. The Company elects the fair value option, in accordance with ASC Topic 825, Financial Instruments , for certain investments held for sale with changes in fair value recognized in net gains (losses) from investment activities in the Condensed Consolidated Financial Statements. Such election is irrevocable and is applied on an investment-by-investment basis at initial recognition. Management believe
- Contractual performance fee allocations 65,200 Discounted cash flow analysis 6 | Trade name 2,000 Relief from royalty method 4.5
- Assets | Investments held for sale and other $ 121,995 Discounted cash flow Yield 18.6 % - 24.7 % ( 20.8 %)
- The Subordinated Notes issued by the Notes Issuer are guaranteed on a junior, unsecured basis by the Guarantors, and the Senior Notes issued by the Notes Issuer are guaranteed on a senior, unsecured basis by the Guarantors. As used herein, “Obligor Group” means the Notes Issuer and the Guarantors on a combined basis. The Guarantors fully and unconditionally guarantee payments of principal, premium, if any, and interest (i) on the Subordinated Notes on a subordinated, unsecured basis and (ii) on | The Obligor Group entities are holding companies in which the primary assets are the ownership interests in certain consolidated subsidiaries. Accordingly, the Obligor Group has no independent means of generating revenue or cash flow, and its ability to service its debt and guarantee obligations depends upon the results of operations and cash flows of its consolidated subsidiaries. As of September 30, 2025 and December 31, 2024, the Obligor Group held investments in its non-guarantor subsidiarie | The following summarized financial information is provided in accordance with the reporting requirements of Rule 13-01 under SEC Regulation S-X for the Obligor Group and is not intended to present the financial position or results of operations of the Obligor Group in accordance with U.S. GAAP. The tables present summarized financial information of the Obligor Group on a combined basis after elimination of intercompany transactions and balances within the Obligor Group as of September 30, 2025 a
Likvida medel
- Assets | Cash and cash equivalents $ 1,080,304 $ 808,017 | Restricted cash (1)
- Reconciliation of cash, cash equivalents and restricted cash, end of period: | Cash and cash equivalents $ 1,080,304 $ 1,164,491 | Restricted cash 13,283 13,329
- 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 (“Secured Notes”).
- Cash and cash equivalents $ 505 | Due from affiliates 2,933
- September 30, 2025 December 31, 2024 | Cash and cash equivalents $ 47,077 $ 21,297 | Restricted cash 13,283 13,175
- Assets | Cash and cash equivalents $ 1,080,304 $ 808,017 | Investments 8,686,758 7,503,281
- Cash and cash equivalents increased $272.3 million during the nine months ended September 30, 2025 primarily due to $1,275.0 million of net proceeds from our debt obligations, partially offset by repayments of $766.0 million on our Senior Unsecured Revolving Credit Facility and 364-Day Revolving Credit Facility, as well as payments of dividends and distributions to our Class A common stockholders and to holders of non-controlling interests in subsidiaries. | Investments increased $1,183.5 million during the nine months ended September 30, 2025 primarily due to net capital allocation-based income of $1,469.9 million, purchases of $565.3 million and $561.9 million related to the acquisition of Peppertree, which we completed in July 2025, which were partially offset by proceeds of $1,534.7 million.
- We have historically derived revenues primarily from third-party assets under management and have required limited capital resources to support the working capital or operating needs of our business. We believe that our current sources of liquidity described below are sufficient to meet our projected capital needs and other obligations as they arise for at least the next twelve months. To the extent that our current liquidity is insufficient to fund future activities, we may need to raise additi | As of September 30, 2025, our total liquidity was $3,090.3 million, comprised of $1,080.3 million of cash and cash equivalents, excluding $13.3 million of restricted cash, as well as $1,680.0 million, $30.0 million and $300.0 million of incremental borrowing capacity under the Senior Unsecured Revolving Credit Facility, Subordinated Credit Facility and 364-Day Credit Facility, respectively. Total cash of $1,093.6 million as of September 30, 2025 includes $153.3 million of cash that is attributab | Sources of Liquidity
Nettoskuld
- Net income (loss) $ 317,169 $ ( 88,009 ) | Adjustments to reconcile net income (loss) to net cash provided by operating activities: | Equity-based compensation 573,836 697,855
- Net cash provided by operating activities 1,076,098 720,220
- Purchases of fixed assets ( 19,480 ) ( 26,668 ) | Net cash used in investing activities ( 254,634 ) ( 43,002 )
- Net cash used in financing activities $ ( 549,069 ) $ ( 177,769 ) | Net change in cash, cash equivalents and restricted cash $ 272,395 $ 499,449
- These exchanges resulted in an increase in the tax basis of our investment in the TPG Operating Group and are subject to the Tax Receivable Agreement. During the nine months ended September 30, 2025, we recognized an additional liability associated with the Tax Receivable Agreement in the amount of $476.1 million in connection with the Exchange Agreement. As of September 30, 2025 and December 31, 2024, Tax Receivable Agreement liability, which is included in due to affiliates in the Condensed Co | Net Cash Flows | The following table presents a summary of our cash flows for the periods presented:
- ($ in thousands) | Net cash provided by operating activities $ 1,076,098 $ 720,220 | Net cash used in investing activities (254,634) (43,002)
- Net cash provided by operating activities $ 1,076,098 $ 720,220 | Net cash used in investing activities (254,634) (43,002) | Net cash used in financing activities (549,069) (177,769)
- Net cash used in investing activities (254,634) (43,002) | Net cash used in financing activities (549,069) (177,769) | Net change in cash, cash equivalents and restricted cash 272,395 499,449
Antal aktier
- (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 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 Acquisition Date. | Pursuant to the terms of the 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 Earn | The total Purchase Price was allocated to the fair value of assets acquired and liabilities assumed as of the 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 Acquisition Date. Goodwill is primarily attributable to the scale, skill sets, operations and expected synergies that can be a
- 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 nine months ended September 30, 2025, these current and former partners and employees exchanged 35,939,394 Common Units, as described in Note 15 to the Condensed Consolidated Financial Statements. These exchanges resulted in an increase in the Company’s tax basis of its investment in | Fund Investments
- Unvested Units/Shares Outstanding as of September 30, 2025 Compensation Expense for the Three Months Ended, Compensation Expense for the Nine Months Ended, Unrecognized Compensation Expense as of September 30, 2025 | September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024
- 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 nine months ended September 30, 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
- The future exchanges by owners of Common Units for cash from a substantially concurrent public offering, reorganization or private sale (based on the price per share of the Class A common stock on the day before the pricing of such public offering or private sale) or, at our election, for shares of our Class A common stock on a one-for-one basis (or, in certain cases, for shares of nonvoting Class A common stock) are expected to produce or otherwise deliver to us favorable tax attributes that ca | 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 nine months ended September 30, 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
- Recent Sales of Unregistered Securities | As previously disclosed in our Current Report on Form 8-K filed with the SEC on May 6, 2025, on May 3, 2025, we entered into a definitive agreement to acquire the Peppertree business in a cash and equity transaction. As noted in the Current Report, in connection with the closing of the Peppertree acquisition, on July 1, 2025, the Peppertree Parties received (i) 5.4 million Common Units, subject to certain adjustments, (ii) 0.3 million RSUs that, subject to the terms and conditions of the RSUs, w | On July 1, 2025, we filed a prospectus supplement to our shelf registration statement on Form S-3 (File No. 333-277340), which became automatically effective upon filing with the SEC, registering the resale of up to 2,913,939 shares of our Class A common stock delivered to certain equity holders of Peppertree on the Acquisition Date. Subject to the terms of the Amended and Restated Investor Rights Agreement and the Amended and Restated Exchange Agreement, the holders of Common Units are entitled
Antal anställda
- 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 | Net Income (Loss) Per Share of Class A Common Stock
- 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 Condensed Consolidated Financial Statements. | Business Combinations
- Portfolio companies $ 47,927 $ 55,914 | Partners and employees 2,853 2,657 | Other related entities 78,864 47,606
- Portfolio companies $ 10,549 $ 10,731 | Partners and employees 565,043 373,452 | Other related entities 87,073 23,715
- 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 nine months ended September 30, 2025, these current and former partners and employees exchanged 35,939,394 Common Units, as described in Note 15 to the Condensed Consolidated Financial Statements. These exchanges resulted in an increase in the Company’s tax basis of its investment in | Fund Investments
- Guarantees | Certain of the Company’s consolidated entities have provided guarantees for obligations related to a third-party lending program that enables certain of our eligible employees to obtain financing for capital contributions into TPG funds. At September 30, 2025, the amounts outstanding related to these guarantees were $ 85.2 million, and the maximum obligations guaranteed under these agreements is $ 203.7 million. | Commitments
- 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 TPG 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 6.1 million are outstanding to date. These units generally vest over a term of five years .
- 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 TPG 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 6.1 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 .
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Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2025
OR
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 001-41222
TPG Inc.
(Exact name of registrant as specified in its charter)
Delaware 87-2063362
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
301 Commerce Street, Suite 3300 76102
Fort Worth, TX (Zip Code)
( 817 ) 871-4000
Registrant’s telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Class A common stock TPG The Nasdaq Stock Market LLC
(Nasdaq Global Select Market)
6.950% Subordinated Notes due 2064 TPGXL The Nasdaq Stock Market LLC
(Nasdaq Global Market)
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer x Accelerated filer ¨
Non-accelerated filer ¨ Smaller reporting company ¨
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
As of October 31, 2025, there were 146,498,655 shares of the registrant’s Class A common stock, 6,605,963 shares of the registrant’s nonvoting Class A common stock and 224,965,710 shares of the registrant’s Class B common stock outstanding.
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Page
Part I. Financial Information
Item 1.
Financial Statements
Unaudited Condensed Consolidated Financial Statements
Condensed Consolidated Statements of Financial Condition (unaudited) as of September 30, 2025 and December 31, 2024
6
Condensed Consolidated Statements of Operations (unaudited) for the Three and Ni ne Months Ended September 30, 2025 and 2024
7
Condensed Consolidated Statements of Changes in Equity (unaudited) for the Three and Nine Months Ended September 30 , 2025 and 2024
8
Condensed Consolidated Statements of Cash Flows (unaudited) for the Nine Months Ended September 30 , 2025 and 2024
12
Notes to Condensed Consolidated Financial Statements
13
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
55
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
114
Item 4.
Controls and Procedures
114
Part II. Other Information
Item 1.
Legal Proceedings
115
Item 1A.
Risk Factors
115
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
115
Item 3.
Defaults Upon Senior Securities
115
Item 4.
Mine Safety Disclosures
115
Item 5.
Other Information
115
Item 6.
Exhibits
116
Signatures
2
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Cautionary Note Regarding Forward-Looking Statements
This report may contain forward-looking statements. Forward-looking statements can be identified by words such as “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects” and similar references to future periods, or by the inclusion of forecasts or projections. Examples of forward-looking statements include, but are not limited to, statements we make regarding the outlook for our future business and financial performance, estimated operational metrics, business strategy and plans and objectives of management for future operations, including, among other things, statements regarding expected growth, future capital expenditures, fund performance, dividends and dividend policy and debt service obligations, such as those contained in “Item 2.—Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, our actual results may differ materially from those contemplated by any forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include the inability to recognize the anticipated benefits, or unexpected costs related to the integration, of acquired companies; our ability to manage growth and execute our business plan; and regional, national or global political, economic, business, competitive, market and regulatory conditions and uncertainties, including, but not limited to, those described in “Item 1A.—Risk Factors” herein and in our Annual Report on Form 10-K for the year ended December 31, 2024 (our “Annual Report”) filed with the United States Securities and Exchange Commission (“SEC”) on February 18, 2025 and in subsequent filings with the SEC, as such factors may be updated from time to time in our periodic filings with the SEC, which are accessible on the SEC’s website at https://www.sec.gov, and “Item 2.—Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
For the reasons described above, we caution you against relying on any forward-looking statements, which should also be read in conjunction with the other cautionary statements that are included elsewhere in this report. Any forward-looking statement made by us in this Quarterly Report on Form 10-Q speaks only as of the date on which we make it. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.
Website and Social Media Disclosure
We use our website (https://www.tpg.com), Rise website (https://therisefund.com), TPG Angelo Gordon website (https://www.angelogordon.com), TPG Private Equity Opportunities website (https://tpop.tpg.com), TPG Twin Brook website (https://twincp.com), TPG Twin Brook Capital Income Fund website (https://agtbcap.com), Microsites (https://software.tpg.com, https://healthcare.tpg.com), TPG LinkedIn (https://www.linkedin.com/company/tpg-capital), TPG Angelo Gordon LinkedIn (https://www.linkedin.com/company/tpg-angelo-gordon), TPG Twin Brook LinkedIn (https://www.linkedin.com/company/twin-brook-capital-partners), Peppertree LinkedIn (https://www.linkedin.com/company/peppertree-capital), X (formerly known as Twitter) (https://x.com/tpg), Vimeo (https://vimeo.com/user52190696), TPG YouTube (https://www.youtube.com/@tpg-inc), Rise YouTube (https://www.youtube.com/channel/UCo8p2iF_I5p-Wr2_MQlzedw/featured), TPG Instagram (https://www.instagram.com/TPG_INCORPORATED) and Rise Instagram (https://www.instagram.com/therisefund/?hl=en) accounts as channels of distribution of company information. The information we post through these channels may be deemed material. Accordingly, investors should monitor these channels, in addition to following our press releases, SEC filings and public conference calls and webcasts. In addition, you may automatically receive email alerts and other information about TPG when you enroll your email address by visiting the “Email Alerts” section of our website at https://shareholders.tpg.com. The contents of our website, any alerts and social media channels are not, however, a part of this report.
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TERMS USED IN THIS REPORT
As used in this Quarterly Report on Form 10-Q, unless the context otherwise requires, references to:
• “TPG,” “the Company,” “we,” “our” and “us,” or like terms, refer to TPG Inc. and its consolidated subsidiaries taken as a whole.
• “Angelo Gordon” refers, collectively, to Angelo, Gordon & Co., L.P. (“AG OpCo”) and AG Funds L.P. (“AG CarryCo”), each a Delaware limited partnership. Following the closing of the acquisition, we refer to Angelo Gordon as “TPG Angelo Gordon.”
• “Class A common stock” refers to Class A common stock of TPG Inc., which entitles the holder to one vote per share. When we use the term “Class A common stock” in this Quarterly Report on Form 10-Q, we are referring exclusively to such voting Class A common stock and not to “nonvoting Class A common stock.”
• “Class B common stock” refers to Class B common stock of TPG Inc., which entitles the holder to ten votes per share until the Sunset but carries no economic rights.
• “Common Unit” refers to a common unit in the TPG Operating Group.
• “Exchange Act” refers to the Securities Exchange Act of 1934, as amended.
• “Exchange Agreement” refers to the Amended and Restated Exchange Agreement entered into by TPG Inc. and the other parties thereto on November 1, 2023.
• “Excluded Assets” refers to the assets and economic entitlements transferred to RemainCo listed in Schedule A to the master contribution agreement entered into in connection with the Reorganization (as defined herein), which primarily include (i) minority interests in certain sponsors unaffiliated with TPG, (ii) the right to certain performance allocations in TPG funds, (iii) certain co-invest interests and (iv) cash.
• “Founders” refers to David Bonderman and James G. (“Jim”) Coulter.
• “GP LLC” refers to TPG GP A, LLC, the owner of the general partner of TPG Group Holdings.
• “Guarantors” refers to TPG Inc., and certain indirect consolidated subsidiaries of the Company, including TPG Operating Group I, L.P., TPG Operating Group III, L.P. and TPG Holdings II Sub, L.P., that agreed to guarantee the Senior Notes (as defined herein) and Subordinated Notes (as defined herein).
• “Investor Rights Agreement” refers to the Amended and Restated Investor Rights Agreement entered into by TPG Inc. and the other parties thereto on November 1, 2023.
• “IPO” refers to our initial public offering of Class A common stock of TPG Inc. that was completed on January 18, 2022.
• “nonvoting Class A common stock” refers to the nonvoting Class A common stock of TPG Inc., which has no voting rights and is convertible into shares of Class A common stock upon transfer to a third party as and when permitted by the Investor Rights Agreement.
• “Notes Issuer” refers to TPG Operating Group II, L.P., an indirect consolidated subsidiary of the Company.
• “our funds” refers to the funds, investment vehicles and other entities and accounts that are managed or co-managed by TPG for which we, directly or indirectly, act as general partner or in a similar capacity.
• “Peppertree” refers to the business of Peppertree Capital Management, Inc., an Ohio corporation. Following the closing of the acquisition, we refer to Peppertree as “TPG Peppertree.”
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• “RemainCo” refers to, collectively, Tarrant Remain Co I, L.P., a Delaware limited partnership, Tarrant Remain Co II, L.P., a Delaware limited partnership, and Tarrant Remain Co III, L.P., a Delaware limited partnership, which own the Excluded Assets, and Tarrant Remain Co GP, LLC, a Delaware limited liability company serving as their general partner.
• “Reorganization” refers to the corporate reorganization, which included a corporate conversion of TPG Partners, LLC to a Delaware corporation named TPG Inc., in conjunction with the IPO. Unless the context suggests otherwise, references in this report to “TPG,” “the Company,” “we,” “us” and “our” refer (i) prior to the completion of the Reorganization and IPO to TPG Group Holdings SBS, L.P. and its consolidated subsidiaries and (ii) from and after the completion of the Reorganization and IPO to TPG Inc. and its consolidated subsidiaries.
• “Securities Act” refers to the Securities Act of 1933, as amended.
• “Sunset” refers to the event that will occur on the date that a majority of the independent directors are elected at the first annual meeting of stockholders (or pursuant to a consent of stockholders in lieu thereof) after the earlier of (i) the earliest date specified in a notice delivered to the Company by GP LLC and its members pursuant to that certain GP LLC limited liability company agreement promptly following the earliest of: (a) the date that is three months after the date that neither Founder continues to be a member of GP LLC, (b) a vote of GP LLC to trigger the Sunset and (c) upon 60-days advance notice, the date determined by either Founder who is then a member of the Control Group to trigger the Sunset, if, following a period of at least 60 days, the requisite parties are unable to agree on the renewal of Mr. Winkelried’s employment agreement or the selection of a new Chief Executive Officer (“CEO”) in the event that Mr. Winkelried ceases to serve as our CEO, and (ii) the first day of the quarter immediately following the fifth anniversary of the IPO.
• “Tax Receivable Agreement” refers to the Amended and Restated Tax Receivable Agreement entered into by TPG Inc. and the other parties thereto on November 1, 2023.
• “TPG general partner entities” refers to certain entities that (i) serve as the general partner of certain TPG funds and (ii) are, or historically were, consolidated by TPG Group Holdings.
• “TPG Group Holdings” refers to TPG Group Holdings (SBS), L.P., a Delaware limited partnership that is considered our predecessor for accounting purposes and is a TPG Partner Vehicle and direct owner of certain Common Units and Class B common stock.
• “TPG Operating Group” refers (i) for periods prior to giving effect to the Reorganization, to the TPG Operating Group partnerships and their respective consolidated subsidiaries; (ii) for periods beginning after giving effect to the Reorganization through November 1, 2023, (A) to the TPG Operating Group partnerships and their respective consolidated subsidiaries and (B) not to RemainCo and (iii) for periods after November 1, 2023, to TPG Operating Group II, L.P., a Delaware limited partnership, and its respective consolidated subsidiaries, including TPG Operating Group I, L.P. and TPG Operating Group III, L.P.
• “TPG Operating Group partnerships” refers to TPG Operating Group I, L.P., a Delaware limited partnership formerly named TPG Holdings I, L.P., TPG Operating Group II, L.P., a Delaware limited partnership formerly named TPG Holdings II, L.P., and TPG Operating Group III, L.P., a Delaware limited partnership formerly named TPG Holdings III, L.P.
• “TPG Partner Holdings” refers to TPG Partner Holdings, L.P., a Delaware limited partnership, which is a TPG Partner Vehicle that indirectly owns substantially all of the economic interests of TPG Group Holdings, a TPG Partner Vehicle.
• “TPG Partner Vehicles” refers to, collectively, the vehicles through which the Founders and current and former TPG partners (including such persons’ related entities and estate planning vehicles) hold their equity in the TPG Operating Group, including TPG Group Holdings and TPG Partner Holdings.
In addition, for definitions of “Gross IRR,” “Net IRR,” “Gross MoM,” “Net IRR,” “Net MoM” and related terms, see “Item 2.—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Operating Metrics—Fund Performance Metrics.”
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PART I – FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)
TPG Inc.
Condensed Consolidated Statements of Financial Condition (unaudited)
(dollars in thousands, except share data)
September 30, 2025 December 31, 2024
Assets
Cash and cash equivalents $ 1,080,304 $ 808,017
Restricted cash (1)
13,283 13,175
Due from affiliates 361,076 447,012
Investments (includes assets pledged of $ 682,068 and $ 720,933 as of September 30, 2025 and December 31, 2024, respectively (1) )
8,686,758 7,503,281
Intangible assets, net 696,115 533,707
Goodwill 498,188 436,079
Right-of-use assets 566,442 208,501
Deferred tax assets 852,951 352,951
Other assets 264,606 232,386
Total assets $ 13,019,723 $ 10,535,109
Liabilities and Equity
Liabilities
Accounts payable and accrued expenses $ 443,126 $ 211,914
Due to affiliates 739,810 465,137
Debt obligations (1)
1,792,030 1,281,984
Accrued performance allocation compensation 5,042,995 4,376,523
Operating lease liabilities 607,562 223,131
Other liabilities 621,044 384,431
Total liabilities 9,246,567 6,943,120
Commitments and contingencies (Note 12)
Equity
Class A common stock $ 0.001 par value, 2,340,000,000 shares authorized ( 152,807,493 and 109,211,355 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively)
153 109
Class B common stock $ 0.001 par value, 750,000,000 shares authorized ( 224,965,710 and 255,756,502 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively)
225 256
Preferred stock, $ 0.001 par value, 25,000,000 shares authorized ( 0 issued and outstanding as of September 30, 2025 and December 31, 2024)
— —
Additional paid-in-capital 1,437,586 970,719
Accumulated deficit ( 294,439 ) ( 186,983 )
Non-controlling interests 2,629,631 2,807,888
Total equity 3,773,156 3,591,989
Total liabilities and equity $ 13,019,723 $ 10,535,109
_________________
(1) The Company’s consolidated total assets and liabilities as of September 30, 2025 and December 31, 2024 include assets and liabilities of variable interest entities (“VIEs”). These assets can be used only to satisfy obligations of the VIEs, and the creditors of the VIEs have recourse only to these assets, and not to TPG Inc. See Notes 2, 7 and 8 to the Condensed Consolidated Financial Statements .
See accompanying notes to Condensed Consolidated Financial Statements.
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TPG Inc.
Condensed Consolidated Statements of Operations (unaudited)
(dollars in thousands, except share and per share data)
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Revenues
Fees and other $ 596,499 $ 524,733 $ 1,709,028 $ 1,559,828
Capital allocation-based income 627,018 330,670 1,469,902 863,840
Total revenues 1,223,517 855,403 3,178,930 2,423,668
Expenses
Compensation and benefits:
Cash-based compensation and benefits 213,966 205,641 646,157 603,463
Equity-based compensation 158,382 242,405 573,836 697,855
Performance allocation compensation 419,420 223,637 951,562 553,824
Total compensation and benefits 791,768 671,683 2,171,555 1,855,142
General, administrative and other 166,198 141,262 512,844 463,078
Depreciation and amortization 41,035 32,400 103,225 97,444
Interest expense 32,322 21,789 81,690 64,413
Total expenses 1,031,323 867,134 2,869,314 2,480,077
Investment income (loss)
Net gains (losses) from investment activities 212 ( 8,483 ) ( 2,666 ) ( 30,333 )
Interest, dividends and other 35,730 12,670 54,700 39,390
Total investment income 35,942 4,187 52,034 9,057
Income (loss) before income taxes 228,136 ( 7,544 ) 361,650 ( 47,352 )
Income tax expense 28,906 13,881 44,481 40,657
Net income (loss) 199,230 ( 21,425 ) 317,169 ( 88,009 )
Net income (loss) attributable to non-controlling interests in TPG Operating Group 34,375 ( 33,503 ) ( 8,589 ) ( 145,832 )
Net income attributable to other non-controlling interests 97,715 3,117 218,284 47,320
Net income attributable to TPG Inc. $ 67,140 $ 8,961 $ 107,474 $ 10,503
Net income (loss) per share data:
Net income (loss) available to Class A common stock per share
Basic $ 0.33 $ 0.04 $ 0.43 $ ( 0.04 )
Diluted $ 0.20 $ ( 0.08 ) $ 0.15 $ ( 0.37 )
Weighted-average shares of Class A common stock outstanding
Basic 150,527,419 103,358,212 133,901,421 98,073,675
Diluted 378,345,947 364,836,508 372,649,226 364,651,518
See accompanying notes to Condensed Consolidated Financial Statements.
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TPG Inc.
Condensed Consolidated Statements of Changes in Equity (unaudited)
(dollars in thousands, except share data)
Shares of TPG Inc. TPG Inc.
Class A Common Stock
Class B Common Stock
Class A Common Stock, at par value
Class B Common Stock, at par value
Additional Paid-In Capital Accumulated Deficit Total TPG Inc. Equity Non-Controlling Interests
Total Equity
Balance at June 30, 2025 144,596,915 224,858,284 $ 145 $ 225 $ 1,258,871 $ ( 267,366 ) $ 991,875 $ 2,567,581 $ 3,559,456
Net income — — — — — 67,140 67,140 132,090 199,230
Equity-based compensation — — — — 68,596 — 68,596 167,073 235,669
Capital contributions — — — — — — — 105,180 105,180
Dividends/distributions — — — — — ( 94,213 ) ( 94,213 ) ( 424,378 ) ( 518,591 )
Shares issued for net settlement of equity-based awards 143,599 — 0 — ( 0 ) — — — —
Withholding taxes paid on net settlement of equity-based awards — — — — ( 1,291 ) — ( 1,291 ) ( 1,568 ) ( 2,859 )
Exchange of Common Units to TPG Inc. Class A Common stock and related deferred tax effects 5,153,040 ( 5,153,040 ) 5 ( 5 ) 8,954 — 8,954 — 8,954
Equity reallocation between controlling and non-controlling interest — — — — ( 51,509 ) — ( 51,509 ) 51,509 —
Deconsolidation of previously consolidated entities — — — — — — — ( 25,607 ) ( 25,607 )
Acquisition of Peppertree 2,913,939 5,372,330 3 5 153,965 — 153,973 57,751 211,724
Shares retired — ( 111,864 ) — ( 0 ) 0 — — — —
Balance at September 30, 2025 152,807,493 224,965,710 $ 153 $ 225 $ 1,437,586 $ ( 294,439 ) $ 1,143,525 $ 2,629,631 $ 3,773,156
See accompanying notes to Condensed Consolidated Financial Statements.
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TPG Inc.
Condensed Consolidated Statements of Changes in Equity (unaudited)
(dollars in thousands, except share data)
Shares of TPG Inc. TPG Inc.
Class A Common Stock Class B Common Stock Class A Common Stock, at par value Class B Common Stock, at par value Additional Paid-In Capital Accumulated Deficit Total TPG Inc. Equity Non-Controlling Interests Total Equity
Balance at June 30, 2024 102,813,336 261,954,046 $ 103 $ 262 $ 832,373 $ ( 118,513 ) $ 714,225 $ 2,591,991 $ 3,306,216
Net income (loss) — — — — — 8,961 8,961 ( 30,386 ) ( 21,425 )
Equity-based compensation — — — — 45,929 — 45,929 183,228 229,157
Capital contributions — — — — — — — 91,001 91,001
Dividends/distributions — — — — — ( 47,142 ) ( 47,142 ) ( 171,440 ) ( 218,582 )
Shares issued for net settlement of equity-based awards 73,391 — 0 — ( 0 ) — — — —
Withholding taxes paid on net settlement of equity-based awards — — — — ( 321 ) — ( 321 ) ( 670 ) ( 991 )
Exchange of Common Units to TPG Inc. Class A Common stock and related deferred tax effects 1,042,119 ( 1,042,119 ) 1 ( 1 ) 1,713 — 1,713 — 1,713
Equity reallocation between controlling and non-controlling interest — — — — ( 205 ) — ( 205 ) 205 —
Balance at September 30, 2024 103,928,846 260,911,927 $ 104 $ 261 $ 879,489 $ ( 156,694 ) $ 723,160 $ 2,663,929 $ 3,387,089
See accompanying notes to Condensed Consolidated Financial Statements.
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TPG Inc.
Condensed Consolidated Statements of Changes in Equity (unaudited)
(dollars in thousands, except share data)
Shares of TPG Inc. TPG Inc.
Class A Common Stock Class B Common Stock Class A Common Stock, at par value Class B Common Stock, at par value Additional Paid-In Capital Accumulated Deficit Total TPG Inc. Equity Other Non-Controlling Interests Total Equity
Balance at December 31, 2024 109,211,355 255,756,502 $ 109 $ 256 $ 970,719 $ ( 186,983 ) $ 784,101 $ 2,807,888 $ 3,591,989
Net income — — — — — 107,474 107,474 209,695 317,169
Equity-based compensation — — — — 179,174 — 179,174 461,371 640,545
Capital contributions — — — — — — — 266,345 266,345
Dividends/distributions — — — — — ( 214,930 ) ( 214,930 ) ( 864,994 ) ( 1,079,924 )
Shares issued for net settlement of equity-based awards 4,742,805 — 5 — ( 5 ) — — — —
Withholding taxes paid on net settlement of equity-based awards — — — — ( 68,485 ) — ( 68,485 ) ( 116,077 ) ( 184,562 )
Exchange of Common Units to TPG Inc. Class A Common stock and related deferred tax effects 35,939,394 ( 35,939,394 ) 36 ( 36 ) 55,684 — 55,684 — 55,684
Equity reallocation between controlling and non-controlling interest — — — — 146,534 — 146,534 ( 146,534 ) —
Deconsolidation of previously consolidated entities — — — — — — — ( 45,814 ) ( 45,814 )
Acquisition of Peppertree 2,913,939 5,372,330 3 5 153,965 — 153,973 57,751 211,724
Shares retired — ( 223,728 ) — ( 0 ) 0 — — — —
Balance at September 30, 2025 152,807,493 224,965,710 $ 153 $ 225 $ 1,437,586 $ ( 294,439 ) $ 1,143,525 $ 2,629,631 $ 3,773,156
See accompanying notes to Condensed Consolidated Financial Statements.
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TPG Inc.
Condensed Consolidated Statements of Changes in Equity (unaudited)
(dollars in thousands, except share data)
Shares of TPG Inc. TPG Inc.
Class A Common Stock Class B Common Stock Class A Common Stock, at par value Class B Common Stock, at par value Additional Paid-In Capital Accumulated Deficit Total TPG Inc. Equity Other Non-Controlling Interests Total Equity
Balance at December 31, 2023 80,596,501 281,657,626 $ 80 $ 282 $ 613,476 $ ( 34,681 ) $ 579,157 $ 2,781,977 $ 3,361,134
Net income (loss) — — — — — 10,503 10,503 ( 98,512 ) ( 88,009 )
Equity-based compensation — — — — 123,652 — 123,652 534,752 658,404
Capital contributions — — — — — — — 128,902 128,902
Dividends/distributions — — — — — ( 132,516 ) ( 132,516 ) ( 501,752 ) ( 634,268 )
Shares issued for net settlement of equity-based awards 2,586,646 — 3 — ( 3 ) — — — —
Withholding taxes paid on net settlement of equity-based awards — — — — ( 19,660 ) — ( 19,660 ) ( 42,870 ) ( 62,530 )
Exchange of Common Units to TPG Inc. Class A Common stock 20,745,699 ( 20,745,699 ) 21 ( 21 ) 23,456 — 23,456 — 23,456
Equity reallocation between controlling and non-controlling interest — — — — 138,568 — 138,568 ( 138,568 ) —
Balance at September 30, 2024 103,928,846 260,911,927 $ 104 $ 261 $ 879,489 $ ( 156,694 ) $ 723,160 $ 2,663,929 $ 3,387,089
See accompanying notes to Condensed Consolidated Financial Statements.
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TPG Inc.
Condensed Consolidated Statements of Cash Flows (unaudited)
(dollars in thousands)
Nine Months Ended September 30,
2025 2024
Operating activities:
Net income (loss) $ 317,169 $ ( 88,009 )
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Equity-based compensation 573,836 697,855
Performance allocation compensation 951,562 553,824
Net losses from investment activities 2,666 30,333
Capital allocation-based income ( 1,469,902 ) ( 863,840 )
Depreciation and amortization 103,225 97,444
Non-cash lease expense 42,081 27,151
Other non-cash activities 14,124 33,191
Changes in operating assets and liabilities:
Purchases of investments ( 565,334 ) ( 519,323 )
Proceeds from investments 1,660,787 843,211
Due from affiliates ( 37,171 ) ( 12,813 )
Other assets ( 35,548 ) 3,257
Accounts payable and accrued expenses 207,938 279,836
Due to affiliates 50,919 41,969
Accrued performance allocation compensation ( 686,917 ) ( 332,775 )
Other liabilities ( 53,337 ) ( 71,091 )
Net cash provided by operating activities 1,076,098 720,220
Investing activities:
Acquisition of Peppertree ( 235,154 ) —
Acquisition of TPG Angelo Gordon — ( 16,334 )
Purchases of fixed assets ( 19,480 ) ( 26,668 )
Net cash used in investing activities ( 254,634 ) ( 43,002 )
Financing activities:
Proceeds from debt obligations 1,284,000 1,318,500
Repayment of debt obligations ( 766,000 ) ( 919,500 )
Issuance costs on debt obligations ( 8,972 ) ( 16,632 )
Withholding taxes paid on net settlement of equity-based awards ( 184,562 ) ( 62,530 )
Contributions from holders of other non-controlling interests 132,449 128,902
Dividends/Distributions ( 977,718 ) ( 626,509 )
Settlement of contingent liabilities ( 18,646 ) —
Tax receivable agreement payments ( 9,620 ) —
Net cash used in financing activities $ ( 549,069 ) $ ( 177,769 )
Net change in cash, cash equivalents and restricted cash $ 272,395 $ 499,449
Cash, cash equivalents and restricted cash, beginning of period 821,192 678,371
Cash, cash equivalents and restricted cash, end of period $ 1,093,587 $ 1,177,820
Supplemental disclosures of other cash flow information:
Cash paid for income taxes $ 27,379 $ 23,726
Cash paid for interest 70,292 49,868
Reconciliation of cash, cash equivalents and restricted cash, end of period:
Cash and cash equivalents $ 1,080,304 $ 1,164,491
Restricted cash 13,283 13,329
Cash, cash equivalents and restricted cash, end of period $ 1,093,587 $ 1,177,820
See accompanying notes to Condensed Consolidated Financial Statements.
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TPG Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
1. Organization
TPG Inc., along with its consolidated subsidiaries (collectively “TPG,” or the “Company”) is a leading global alternative asset manager on behalf of third-party investors under the “TPG” brand name. TPG Inc. includes the consolidated accounts of management companies, general partners of pooled investment entities and variable interest entities, in which the Company is the primary beneficiary, held by TPG Operating Group II, L.P., a holding company (“TPG Operating Group”).
As of September 30, 2025, TPG Inc. held approximately 40 % of the outstanding Common Units of the TPG Operating Group.
2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements (the “Condensed Consolidated Financial Statements”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the Company’s Condensed Consolidated Financial Statements. The operating results presented for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the entire year. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission. All dollar amounts are stated in thousands unless otherwise indicated. All intercompany transactions and balances have been eliminated. Certain comparative amounts for the prior fiscal period have been reclassified to conform to the financial statement presentation as of and for the period ended September 30, 2025.
The Condensed Consolidated Financial Statements include the accounts of TPG Inc., TPG Operating Group and their consolidated subsidiaries, management companies, the general partners of funds and entities that meet the definition of a variable interest entity (“VIE”) for which the Company is considered the primary beneficiary.
Use of Estimates
The preparation of the Condensed Consolidated Financial Statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the Condensed Consolidated Financial Statements, and the reported amounts of revenues, expenses, and investment income during the reporting periods. Actual results could differ from those estimates and such differences could be material to the Condensed Consolidated Financial Statements.
Principles of Consolidation
The types of entities TPG assesses for consolidation include subsidiaries, management companies, broker-dealers, general partners of investment funds, investment funds, special purpose acquisition companies (“SPACs”) and other entities. Each of these entities is assessed for consolidation on a case by case basis depending on the specific facts and circumstances surrounding that entity.
TPG first considers whether an entity is considered a VIE and therefore whether to apply the consolidation guidance under the VIE model. Entities that do not qualify as VIEs are assessed for consolidation as voting interest entities (“VOE”) under the voting interest model.
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TPG Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
An entity is considered to be a VIE if any of the following conditions exist: (i) the equity investment at risk is not sufficient to finance the activities of the entity without additional subordinated financial support, (ii) as a group, the holders of the equity investment at risk lack the power to direct the activities that most significantly impact the entity’s economic performance or the obligation to absorb the expected losses or right to receive the expected residual returns, and (iii) the voting rights of some holders of the equity investment at risk are disproportionate to their obligation to absorb losses or right to receive returns, and substantially all of the activities are conducted on behalf of the holder of equity investment at risk with disproportionately few voting rights. For limited partnerships, partners lack power if neither (i) a simple majority or lower threshold (including a single limited partner) with equity at risk is able to exercise substantive kick-out rights through voting interests over the general partner, nor (ii) limited partners with equity at risk are able to exercise substantive participating rights over the general partners.
TPG consolidates all VIEs in which it is the primary beneficiary. An entity is determined to be the primary beneficiary if it holds a controlling financial interest in a VIE. A controlling financial interest is defined as (i) the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. The consolidation guidance requires an analysis to determine (i) whether an entity in which TPG holds a variable interest is a VIE and (ii) whether TPG’s involvement, through holding an interest directly or indirectly in the entity or contractually through other variable interests, would give it a controlling financial interest. Performance of that analysis requires judgment. The analysis can generally be performed qualitatively; however, if it is not readily apparent that TPG is not the primary beneficiary, a quantitative analysis may also be performed. TPG factors in all economic interests including interests held through related parties, to determine if it holds a variable interest. Fees earned by TPG that are customary and commensurate with the level of effort required for the services provided, and where TPG does not hold other economic interests in the entity that would absorb more than an insignificant amount of the expected losses or returns of the entity, would not be considered variable interests. TPG determines whether it is the primary beneficiary of a VIE at the time it becomes involved with a VIE and continuously reconsiders that conclusion when facts and circumstances change.
Entities that are determined not to be VIEs are generally considered to be VOEs and are evaluated under the voting interest model. TPG consolidates VOEs that it controls through a majority voting interest or through other means.
Investments
Investments consist of investments in private equity funds, real estate funds, hedge funds and credit funds, including our share of any performance allocations and equity method and other proprietary investments. Investments denominated in currencies other than the U.S. dollar are valued based on the spot rate of the respective currency at the end of the reporting period with changes related to exchange rate movements reflected in the Condensed Consolidated Financial Statements.
Equity Method – Performance Allocations and Capital Interests
Investments in which the Company is deemed to have significant influence, but not control, are accounted for using the equity method of accounting except in cases where the fair value option has been elected. The Company as general partner has significant influence over the TPG funds in which it invests but does not consolidate. The Company uses the equity method of accounting for these interests whereby it records both its proportionate and disproportionate allocation of the underlying profits or losses of these entities in revenues in the accompanying Condensed Consolidated Financial Statements. The carrying amounts of equity method investments are included in investments in the Condensed Consolidated Financial Statements. The Company evaluates its equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may not be recoverable. The difference between the carrying value and its estimated fair value is recognized as an impairment when the loss is deemed other than temporary.
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TPG Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
The TPG funds are considered investment companies under Accounting Standards Codification (“ASC” or the “Codification”) Topic 946, Financial Services – Investment Companies (“ASC 946”). The Company, along with the TPG funds, applies the specialized accounting promulgated in ASC 946 and, as such, neither the Company nor the TPG funds consolidate wholly-owned, majority-owned and/or controlled portfolio companies. The TPG funds record all investments in the portfolio companies at fair value. Investments in publicly traded securities are generally valued at quoted market prices based upon the last sales price on the measurement date. Discounts are applied, where appropriate, to reflect restrictions on the marketability of the investment.
When observable prices are not available for investments, the general partners use the market and income approaches to determine fair value. The market approach consists of utilizing observable market data, such as current trading or acquisition multiples of comparable companies, and applying it to key financial metrics, such as earnings before interest, depreciation and taxes, of the portfolio company. The comparability of the identified set of comparable companies to the portfolio company, among other factors, is considered in the application of the market approach.
The general partners, depending on the type of investment or stage of the portfolio company’s lifecycle, may also utilize a discounted cash flow analysis, an income approach, in combination with the market approach in determining fair value of investments. The income approach involves discounting projected cash flows of the portfolio company at a rate commensurate with the level of risk associated with those cash flows. In accordance with ASC Topic 820, Fair Value Measurement (“ASC 820”) market participant assumptions are used in the determination of the discount rate.
In applying valuation techniques used in the determination of fair value, the general partners assume a reasonable period of time for liquidation of the investment and take into consideration the financial condition and operating results of the underlying portfolio company, the nature of the investment, restrictions on marketability, market conditions, foreign currency exposures and other factors. In determining the fair value of investments, the general partners exercise significant judgment and use the best information available as of the measurement date. Due to the inherent uncertainty of valuations, the fair values reflected in the accompanying Condensed Consolidated Financial Statements may differ materially from values that would have been used had a readily available market existed for such investments and may differ materially from the values that may ultimately be realized.
Investments Held to Maturity
The Company holds investments in the notes issued by collateralized loan obligation (“CLO”) funds that are held to maturity. The Company has the intent and ability to hold these investments until maturity. Held to maturity securities are stated at amortized cost, adjusted for amortization of premiums and accretion of discounts to maturity computed under the effective interest method. The effective interest method uses projected cash flows and includes uncertainties and contingencies that are difficult to predict and are subject to future events that may impact estimated interest income prospectively. Certain tranches of the notes were purchased at a discount and are being amortized back to par value until they mature at various dates between 2033 to 2035. If the Company failed to keep these investments as held to maturity it would be required to reclassify them as trading securities and would measure at fair value. Where applicable, impairment is recognized related to investments in the CLO funds in accordance with U.S. GAAP. The CLO funds evaluate securities for impairment on a security-by-security basis based on adverse changes in expected cash flows.
Equity Method Investments – Other
The Company holds non-controlling, limited partnership interests in certain other partnerships in which it has significant influence over their operations. The Company uses the equity method of accounting for these interests whereby it records its proportionate share of the underlying income or losses of these entities in net gains (losses) from investment activities in the accompanying Condensed Consolidated Financial Statements. The carrying amounts of equity method investments are included in investments in the Condensed Consolidated Financial Statements. The Company evaluates its equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may not be recoverable. The difference between the carrying value and its estimated fair value is recognized as an impairment when the loss is deemed other than temporary and recorded in net gains (losses) from investment activities within the Condensed Consolidated Financial Statements.
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TPG Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
Equity Method – Fair Value Option
The Company elects the fair value option for certain investments that would otherwise be accounted for using the equity method of accounting. Such election is irrevocable and is applied on an investment-by-investment basis at initial recognition. The fair value of such investments is based on quoted prices in an active market. Changes in the fair value of these equity method investments are recognized in net gains (losses) from investment activities in the Condensed Consolidated Financial Statements.
Equity Investments
The Company holds non-controlling ownership interests in which it does not have significant influence over their operations. The Company records such investments at fair value.
Investments Held for Sale and Other
Investments held for sale and other are held primarily for the purpose of selling in the near term. The Company elects the fair value option, in accordance with ASC Topic 825, Financial Instruments , for certain investments held for sale with changes in fair value recognized in net gains (losses) from investment activities in the Condensed Consolidated Financial Statements. Such election is irrevocable and is applied on an investment-by-investment basis at initial recognition. Management believes that the election of the fair value option for investments held for sale improves financial reporting by presenting the most relevant market indication of investments held for sale. The Company records investments held for sale and other at fair value using discounted cash flow and market comparable approaches. Interest income on investments held for sale and other is calculated based upon the contractual rate of the investment, where applicable, and recorded in interest, dividends and other in the Condensed Consolidated Financial Statements. For investments held for sale, up-front costs and certain other fees are expensed as incurred, or at the time of funding for the respective investment.
Loan Held for Sale
From time to time, the Company may enter into transactions in which it arranges short-term funding for affiliates, such as portfolio companies or investees, as part of the Company’s capital markets activities. The Company invests in loans issued by portfolio companies that are held for sale. Loans held for sale are recorded at the lower of amortized cost basis or fair value, in which the fair value approximates the carrying amounts represented in the Condensed Consolidated Financial Statements.
Non-Controlling Interests
Non-controlling interests consists of ownership interests held by third-party investors in certain entities that are consolidated, but not 100% owned. The aggregate of the income or loss and corresponding equity that is not owned by the Company is included in non-controlling interests in the Condensed Consolidated Financial Statements. Allocation of income to non-controlling interest holders is based on the respective entities’ governing documents.
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TPG Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
Revenues
Revenues consisted of the following (in thousands):
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Management fees $ 470,522 $ 410,773 $ 1,342,004 $ 1,231,534
Monitoring fees 8,584 8,596 22,192 19,821
Transaction fees 30,747 38,976 112,814 112,274
Incentive fees 7,340 5,557 20,309 13,917
Expense reimbursements and other 79,306 60,831 211,709 182,282
Total fees and other 596,499 524,733 1,709,028 1,559,828
Performance allocations 592,932 307,953 1,379,281 798,473
Capital interests 34,086 22,717 90,621 65,367
Total capital allocation-based income 627,018 330,670 1,469,902 863,840
Total revenues $ 1,223,517 $ 855,403 $ 3,178,930 $ 2,423,668
Fees and Other
Fees and other are accounted for as contracts with customers under ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). The guidance for contracts with customers provides a five-step framework that requires the Company to (i) identify the contract with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract and (v) recognize revenue when the Company satisfies its performance obligations. In determining the transaction price, the Company includes variable consideration only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized would not occur when the uncertainty associated with the variable consideration is resolved.
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TPG Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
Revenue Streams
Customer
Performance Obligations satisfied over time or
point in time (a)
Variable or Fixed Consideration
Revenue Recognition
Classification of Uncollected Amounts (b)
Management Fees
TPG funds, limited partners and other vehicles
Asset management services are satisfied over time (daily) because the customer receives and consumes the benefits of the advisory services daily
Consideration is variable since over time the management fee varies based on fluctuations in the basis of the calculation of the fee
Management fees are recognized each reporting period based on the value provided to the customer for that reporting period
Due from affiliates – unconsolidated VIEs
Monitoring Fees
Portfolio companies In connection with the investment advisory services provided, the Company earns monitoring fees for providing oversight and advisory services to certain portfolio companies over time
Consideration is variable when based on fluctuations in the basis of the calculation of the fee
Consideration is fixed when based on a fixed agreed-upon amount
Monitoring fees are recognized each reporting period based on the value provided to the customer for that reporting period
Due from affiliates – portfolio companies
Transaction Fees
Portfolio companies, third-parties and other vehicles
The company provides advisory services, debt and equity arrangements, and underwriting and placement services for a fee at a point in time
Consideration is fixed and is based on a point in time
Transaction fees are recognized on or shortly after the transaction is completed
Due from affiliates – portfolio companies
Other assets – other
Incentive Fees
TPG funds, limited partners and other vehicles
Investment management services performed over a period of time that result in achievement of minimum investment return levels
Consideration is variable since incentive fees are contingent upon the TPG Fund or vehicles achieving more than the stipulated investment threshold return
Incentive fees are recognized at the end of the performance measurement period if the investment performance is achieved
Due from affiliates – unconsolidated VIEs
Expense
Reimbursements and other
TPG funds, portfolio companies and third-parties
Expense reimbursements incurred at a point in time relate to providing investment, management and monitoring services. Other revenue is performed over time
Expense reimbursements and other are fixed consideration
Expense reimbursements and other are recognized as the expenses are incurred or services are rendered
Due from affiliates – portfolio companies and unconsolidated VIEs
Other assets – other
_________________
(a) There were no significant judgments made in evaluating when a customer obtains control of the promised service for performance obligations satisfied at a point in time.
(b) See Note 10 to the Condensed Consolidated Financial Statements for amounts classified in due from affiliates.
Management Fees
The Company provides investment management services to the TPG funds, limited partners, separately managed accounts (“SMAs”) and clients, and other vehicles in exchange for a management fee. Management fees also include catch-up fees, also known as out-of-period management fees, which are fees paid in any given period that relate to a prior period, usually as the result of a new limited partner coming into a fund in a subsequent close. Management fees are determined quarterly based on an annual rate and are generally based upon a percentage of capital committed, net funded capital commitments, cost of investments, Net Asset Value (“NAV”) or actively invested capital or as otherwise defined in the respective management agreements. Since some of the factors that cause management fees to fluctuate are outside of the Company’s control, management fees are considered constrained and are not included in the transaction price until the uncertainty relating to the constraint is subsequently resolved. However, as these fees are payable on a regular basis, the uncertainty relating to the constraint becomes resolved and revenue is accordingly recognized at the end of the period. After the contract is established, management does not make any significant judgments in determining the transaction price.
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TPG Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
Management fee rates generally range between the following:
Management fee base Low High
Committed capital 0.50 % 2.00 %
Actively invested capital 0.25 % 2.00 %
Net funded capital commitments 0.50 % 1.75 %
Cost of investments 0.33 % 1.00 %
NAV 0.50 % 2.00 %
Under the terms of the management agreements with certain TPG funds, the Company is required to reduce management fees payable by funds by an agreed upon percentage of certain fees, including monitoring and transaction fees earned from portfolio companies. These amounts are generally applied as a reduction of the management fee that is otherwise billed to the investment fund and are recorded as a reduction of revenues in the Condensed Consolidated Statements of Operations. For the three and nine months ended September 30, 2025 these amounts totaled $ 5.8 million and $ 24.2 million, respectively. For three and nine months ended September 30, 2024 these amounts totaled $ 10.2 million and $ 40.1 million, respectively. Amounts payable to investment funds are recorded in due to affiliates in the Condensed Consolidated Financial Statements. See Note 10 to the Condensed Consolidated Financial Statements.
Monitoring Fees
The Company provides monitoring services to certain portfolio companies in exchange for a fee, which is recognized over time as services are rendered. After the monitoring contract is established, there are no significant judgments made in determining the transaction price.
Transaction Fees
The Company provides capital structuring and other advice to portfolio companies, third parties and other vehicles generally in connection with debt and equity arrangements, as well as underwriting and placement services for a fee at a point in time when the underlying advisory services rendered are complete. Transaction fees are separately negotiated for each transaction and are generally based on the underlying transaction value. After the contract is established, management makes no significant judgments when determining the transaction price.
Incentive Fees
The Company provides investment management services to certain TPG funds and other vehicles in exchange for a management fee as discussed above and, in some cases, an incentive fee when the Company is not entitled to performance allocations, as further discussed below. Incentive fees are considered variable consideration in the scope of the revenue guidance as these fees are affected by changes in the fair value of investments over the performance period. The Company recognizes incentive fees only when these amounts are no longer subject to significant reversal, which is typically at the end of a defined performance period and/or upon expiration of the associated clawback period. After the contract is established, there are no significant judgments made when determining the transaction price.
Expense Reimbursements and Other
In providing investment management and advisory services to TPG funds and monitoring services to the portfolio companies, TPG routinely contracts for services from third parties. In situations where the Company is viewed, for accounting purposes only, as having incurred these third-party costs on behalf of the TPG funds or portfolio companies, the cost of such services is presented net as a reduction of the Company’s revenues. In all other situations, the expenses and related reimbursements associated with these services are presented on a gross basis, which are classified as part of the Company’s expenses, and reimbursements of such costs are classified as expense reimbursements within revenues in the Condensed Consolidated Financial Statements. After the contract is established, there are no significant judgments made when determining the transaction price.
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TPG Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
Capital Allocation-Based Income (Loss)
Capital allocation-based income (loss) is earned from the TPG funds when the Company has a general partner’s capital interest and is entitled to a disproportionate allocation of investment income (referred to hereafter as “performance allocations”). The Company records capital allocation-based income (loss) under the equity method of accounting assuming the fund was liquidated as of each reporting date pursuant to each TPG fund’s governing agreements. Accordingly, these general partner interests are accounted for outside of the scope of ASC 606.
Other arrangements surrounding contractual incentive fees through an advisory contract are separate and distinct and accounted for in accordance with ASC 606. In these incentive fee arrangements, the Company’s economics in the entity do not involve an allocation of capital. See discussion above regarding “Incentive Fees.”
Open-end funds can issue and redeem interests to investors on an on-going basis at the then-current net asset values subject to the fund’s policies as specified in governing documents. The Company generally receives performance allocations from its open-end funds based on a percentage of annual fund profits, reduced by minimum return hurdles, and subject to prior year loss carry-forwards. Performance allocations are either paid in the first quarter following the performance year or during the calendar year if there are investor redemptions and are generally not subject to repayment by the Company. Performance allocations attributed to certain non-liquid investments (“side pocket investments”) owned by open-end funds are paid when the associated side pocket investments are realized.
Performance allocations for closed-end funds are allocated to the general partners based on cumulative fund performance as of each reporting date, and after specified investment returns to the funds’ limited partners are achieved. At the end of each reporting period, the TPG funds calculate and allocate the performance allocations that would then be due to the general partner for each TPG fund, pursuant to the TPG fund governing agreements, as if the fair value of the underlying investments were realized as of such date, irrespective of whether such amounts have been realized. As the fair value of underlying investments (and the investment returns to the funds’ limited partners) varies between reporting periods, it is necessary to make adjustments to amounts recorded as performance allocations to reflect either (i) positive performance resulting in an increase in the performance allocations allocated to the general partner or (ii) negative performance that would cause the amount due to the general partner to be less than the amount previously recognized, resulting in a negative adjustment to performance allocations allocated to the general partner. In each case, performance allocations are calculated on a cumulative basis and cumulative results are compared to amounts previously recorded with a current period adjustment, positive or negative, recorded.
The Company ceases to record negative performance allocations once previously recognized performance allocations for a TPG fund have been fully reversed, including realized performance allocations. The general partner is not obligated to make payments for guaranteed returns or hurdles of a fund and, therefore, cannot have negative performance allocations over the life of a fund. Accrued but unpaid performance allocations as of the reporting date are reflected in investments in the Company’s Condensed Consolidated Financial Statements. 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 partner exceed the amount the general partner is ultimately entitled to receive based on cumulative fund results. Generally, the actual clawback liability does not become due until eighteen months after the realized loss is incurred; however, individual fund terms vary. For disclosures at September 30, 2025 related to clawback, see Note 12 to the Condensed Consolidated Financial Statements. Revenue related to performance allocations for consolidated TPG funds is eliminated in consolidation.
The Company earns management fees, incentive fees and capital allocation-based income (loss) from investment funds and other vehicles whose primary focus is making investments in varying geographical locations and earns transaction and monitoring fees from portfolio companies located in varying geographies, including North America, Europe and Asia-Pacific. The primary geographic region in which the Company invests is North America and the majority of its revenues from contracts with customers is also generated in North America.
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TPG Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
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 Condensed 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 Condensed 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 Condensed 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 Condensed Consolidated Financial Statements.
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.
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TPG Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
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 (“Secured Notes”).
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.
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TPG Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
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.
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 Condensed 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 Condensed 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.
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TPG Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
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 September 30, 2025, we believe it is more likely than not that the fair value of our reporting unit exceeds its carrying value.
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 Condensed 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.
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TPG Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
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 Condensed 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 Condensed Consolidated Financial Statements (see Note 11 to the Condensed Consolidated Financial Statements).
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 Condensed 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 Condensed 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 Condensed 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 Condensed 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 Condensed 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 Condensed Consolidated Statements of Financial Condition. Cash received under a repurchase agreement is recognized as a liability within other liabilities in the Condensed Consolidated Statements of Financial Condition. Interest expense is recognized on an effective yield basis and is included within interest expense in the Condensed Consolidated Statements of Operations.
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TPG Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
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 Condensed 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 Condensed 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 chief operating decision maker (the “CODM”), its Chief Executive Officer (“CEO”), manages the business on a consolidated basis. 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 evaluate the performance of the Company. 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 Condensed Consolidated Financial Statements herein.
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 Condensed Consolidated Financial Statements.
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TPG Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
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 Condensed Consolidated Financial Statements and disclosures.
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 Condensed Consolidated Financial Statements and disclosures.
On December 14, 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures , which is primarily applicable to public companies and 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 ASU is effective for the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, with early adoption permitted.
3. Acquisition
Peppertree Acquisition
On July 1, 2025 (the “Acquisition Date”), the Company and certain of its affiliated entities completed the acquisition (the “Acquisition”) of the business of Peppertree Capital Management, Inc. (“Peppertree”) pursuant to the terms and conditions set forth in the transaction agreement (the “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 Acquisition, the Company expanded its platform diversity, with Peppertree’s alternative investment focus in wireless communications towers and related critical communication infrastructure assets.
The Company accounted for the 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 Acquisition Date. Peppertree contributed revenues of $ 18.2 million and net income of $ 14.7 million to the Company for the period ended September 30, 2025.
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TPG Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
Pursuant to the Transaction Agreement, the Company acquired Peppertree for both cash and non-cash consideration under U.S. GAAP equal to $ 389.6 million (“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 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 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 Acquisition Date.
Pursuant to the terms of the 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 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 14 to the Condensed Consolidated Financial Statements for details.
The total Purchase Price was allocated to the fair value of assets acquired and liabilities assumed as of the 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 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.
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TPG Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
The fair value and weighted average estimated useful lives of the acquired identifiable intangible assets as of the 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 nine months ended September 30, 2025, the Company incurred $ 20.4 million of acquisition-related costs that were expensed and reported within general, administrative and other expenses in the Condensed Consolidated Statements of Operations.
The following unaudited pro forma information presents a summary of the Company’s Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2025 and 2024, as if the acquisition was completed as of January 1, 2024 (in thousands):
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Revenues $ 1,223,517 $ 928,778 $ 3,275,290 $ 2,544,190
Net income (loss) attributable to TPG Inc./controlling interest 69,518 10,277 101,123 ( 11,508 )
These pro forma amounts have been calculated after applying the following material adjustments that were directly attributable to the 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 Acquisition; and
• adjustments to include transaction costs in net income as if the Acquisition occurred on January 1, 2024.
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TPG Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
4. Investments
Investments consist of the following (in thousands):
September 30, 2025 December 31, 2024
Equity method - performance allocations $ 6,913,996 $ 5,958,079
Equity method - capital interests (includes assets pledged of $ 599,884 and $ 647,448 as of September 30, 2025 and December 31, 2024, respectively)
1,672,047 1,284,255
Loan held for sale — 47,880
Investments held to maturity, at amortized cost (includes assets pledged of $ 82,184 and $ 73,485 as of September 30, 2025 and December 31, 2024, respectively)
88,329 78,941
Investments held for sale and other (a)
— 121,995
Equity method - other 12,386 12,003
Equity investments — 128
Total investments $ 8,686,758 $ 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 Condensed Consolidated Financial Statements. The following table summarizes net gains (losses) from investment activities (in thousands):
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Net gains (losses) of investments held for sale and other $ 345 $ 32 $ ( 2,227 ) $ 440
Net losses of equity method investments, fair value option — ( 7,244 ) — ( 25,804 )
Net losses of equity method investments - other ( 133 ) ( 228 ) ( 656 ) ( 1,172 )
Net (losses) gains from equity investments — ( 1,043 ) 217 ( 3,797 )
Total net gains (losses) from investment activities $ 212 $ ( 8,483 ) $ ( 2,666 ) $ ( 30,333 )
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 Condensed Consolidated Statements of Financial Condition. As of September 30, 2025, the short-term funding arrangement had been settled.
Investments Held to Maturity, at Amortized Cost
In connection with the acquisition of TPG Angelo Gordon, the Company acquired investments held to maturity, and the carrying value of these investments are included in investments on the Condensed 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 $ 90.3 million and $ 81.6 million at September 30, 2025 and December 31, 2024, respectively.
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TPG Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
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 three and nine months ended September 30, 2025 and 2024, the Company did no t recognize any impairment losses on an equity method investment without a readily determinable fair value.
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):
September 30, 2025
Level I Level II Level III Total
Liabilities
Aggregate Annual Cash Holdback Amount $ — $ — $ 93,447 $ 93,447
Earnout Payment — — 17,605 17,605
Total liabilities $ — $ — $ 111,052 $ 111,052
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 Condensed Consolidated Financial Statements.
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TPG Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
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):
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Investments held for sale and other
Balance, beginning of period $ 178,023 $ 40,169 $ 121,995 $ —
Purchases 2,017 41,023 62,778 80,784
Proceeds ( 171,921 ) — ( 182,546 ) —
Change in unrealized value ( 8,119 ) 32 ( 2,227 ) 440
Balance, end of period $ — $ 81,224 $ — $ 81,224
Financial liabilities
Balance, beginning of period $ 132,619 $ 159,307 $ 140,760 $ 156,299
Unrealized (gains) losses, net
( 21,567 ) 4,510 ( 11,062 ) 7,518
Payments — — ( 18,646 ) —
Balance, end of period $ 111,052 $ 163,817 $ 111,052 $ 163,817
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 Condensed 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 Condensed Consolidated Statements of Operations.
The following tables provide qualitative information about instruments categorized in Level III of the fair value hierarchy as of September 30, 2025 and December 31, 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):
Fair Value as of September 30, 2025 Valuation Technique(s) Unobservable Input(s) (a)
Range (Weighted Average) (b)
Liabilities
Aggregate Annual Cash Holdback Amount $ 93,447 Present value Discount rate 8.0 %
Earnout Payment 17,605 Multiple probability simulation Estimated revenue volatility 22.4 %
$ 111,052
_______________
(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.
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TPG Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
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.
6. Intangible Assets and Goodwill
Intangible Assets, Net
The following table summarizes the carrying values of intangible assets as of September 30, 2025 and December 31, 2024 (in thousands):
September 30, 2025 December 31, 2024
Gross Carrying Value Accumulated Amortization Net Carrying Value Gross Carrying Value Accumulated Amortization Net Carrying Value
Contractual performance fee allocations (a)
$ 378,200 $ ( 130,610 ) $ 247,590 $ 313,000 $ ( 92,718 ) $ 220,282
Management contracts (a)
468,700 ( 74,926 ) 393,774 302,000 ( 53,680 ) 248,320
Technology 46,000 ( 22,042 ) 23,958 46,000 ( 13,417 ) 32,583
Investor relationships 25,000 ( 8,854 ) 16,146 25,000 ( 7,292 ) 17,708
Trade name (a)
17,500 ( 5,513 ) 11,987 15,500 ( 3,288 ) 12,212
Other intangible assets (a), (b)
2,994 ( 334 ) 2,660 8,494 ( 5,892 ) 2,602
Total intangible assets, net
$ 938,394 $ ( 242,279 ) $ 696,115 $ 709,994 $ ( 176,287 ) $ 533,707
_______________
(a) Includes intangible assets with a net carrying value of $ 239.4 million as of September 30, 2025 related to the acquisition of Peppertree described in Note 3 to the Condensed Consolidated Financial Statements.
(b) Includes indefinite-lived intangible assets of $ 1.0 million as of September 30, 2025 and December 31, 2024.
The Company recognized no impairment losses on intangible assets during the three and nine months ended September 30, 2025 and 2024.
Intangible asset amortization expense was $ 36.0 million and $ 88.5 million for the three and nine months ended September 30, 2025, respectively, and $ 27.6 million and $ 82.7 million for the three and nine months ended September 30, 2024, respectively.
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TPG Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
The following table presents estimated remaining amortization expense for finite-lived intangible assets that existed as of September 30, 2025 (in thousands):
Remainder of 2025 $ 36,276
2026 144,508
2027 141,258
2028 120,415
2029 94,810
Thereafter 157,854
Total $ 695,121
Goodwill
The following table summarizes the carrying value of the Company’s goodwill as of September 30, 2025 and 2024 (in thousands):
September 30,
2025 2024
Goodwill
Balance, beginning of period $ 436,079 $ 436,079
Acquisition 62,109 —
Balance, end of period $ 498,188 $ 436,079
As of September 30, 2025, there have been no impairment losses recognized on goodwill.
7. Variable Interest Entities
TPG consolidates VIEs in which it is considered the primary beneficiary as described in Note 2 to the Condensed 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 three and nine months ended September 30, 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.
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TPG Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
The assets and liabilities recognized in the Company’s Condensed 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):
September 30, 2025 December 31, 2024
Investments (includes assets pledged of $ 599,884 and $ 647,448 as of September 30, 2025 and December 31, 2024, respectively)
$ 1,646,633 $ 1,257,220
Due from affiliates 231,432 340,835
Potential clawback obligation 2,436,800 2,140,355
Due to affiliates 77,145 57,239
Maximum exposure to loss $ 4,392,010 $ 3,795,649
Additionally, cumulative performance allocations of $ 6.9 billion and $ 6.0 billion as of September 30, 2025 and December 31, 2024, respectively, are subject to reversal in the event of future losses.
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 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 Condensed Consolidated Statements of Operations.
Securitization Vehicles
Certain subsidiaries of the Company issued $ 250.0 million in privately placed Secured 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.
As of September 30, 2025 and December 31, 2024, the carrying amount of Secured Notes issued by the VIEs was $ 246.1 million and $ 245.9 million, respectively, and is shown in the Company’s Condensed Consolidated Statements of Financial Condition as debt obligations, net of unamortized issuance costs of $ 3.9 million and $ 4.1 million, respectively.
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TPG Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
The following table depicts the total assets and liabilities related to VIE securitization transactions included in the Company’s Condensed Consolidated Statements of Financial Condition (in thousands):
September 30, 2025 December 31, 2024
Cash and cash equivalents $ 47,077 $ 21,297
Restricted cash 13,283 13,175
Participation rights receivable (a)
599,884 647,448
Due from affiliates 435 435
Total assets $ 660,679 $ 682,355
Accrued interest $ 3,450 $ 191
Due to affiliates and other 212 162
Secured notes, net 246,106 245,875
Total liabilities $ 249,768 $ 246,228
_______________
(a) Participation rights receivable related to VIE securitization transactions are included in investments in the Company’s Condensed Consolidated Statements of Financial Condition .
8. 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”). 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 September 30, 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 $ 70,000 5.18 % $ — 5.43 %
2034 Senior Notes (b)
March 2034 600,000 594,538 5.88 % 594,051 5.88 %
2036 Senior Notes (c)
January 2036 500,000 491,138 5.38 % — — %
Subordinated Notes (d)
March 2064 400,000 390,248 6.95 % 390,058 6.95 %
Secured Notes - Tranche A (e)
June 2038 200,000 196,869 5.33 % 196,683 5.33 %
Secured Notes - Tranche B (e)
June 2038 50,000 49,237 4.75 % 49,192 4.75 %
364-Day Revolving Credit Facility (f)
April 2026 300,000 — 6.13 % 52,000 6.33 %
Subordinated Credit Facility (g)
August 2027 30,000 — 6.48 % — 6.68 %
Total debt obligations $ 3,830,000 $ 1,792,030 $ 1,281,984
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TPG Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
_______________
(a) As of September 30, 2025, the senior unsecured revolving credit facility, as amended (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 0.25 % per annum or (ii) at a term SOFR rate plus a 0.10 % per annum adjustment and an applicable margin not to exceed 1.25 %. 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. During the nine months ended September 30, 2025, the Company borrowed $ 630.0 million from the Senior Unsecured Revolving Credit Facility for working capital purposes and repaid $ 560.0 million.
(b) On March 5, 2024, the Notes Issuer issued $ 600.0 million aggregate principal amount of Senior Notes due 2034 (the “2034 Senior Notes”) 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 (the “Subordinated Notes”) 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 7 to the Condensed Consolidated Financial Statements.
(f) On April 14, 2023, a consolidated subsidiary of the Company entered into a 364 -day revolving credit facility (the “ 364 -Day 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) A consolidated subsidiary of the Company entered into two $ 15.0 million subordinated revolving credit facilities (collectively, the “Subordinated Credit Facility”), 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.
At September 30, 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):
Fair Value as of
September 30, 2025 December 31, 2024
2034 Senior Notes (a)
$ 633,804 $ 614,844
2036 Senior Notes (a)
501,385 —
Subordinated Notes (b)
413,120 406,720
Secured Notes - Tranche A (c)
200,000 196,403
Secured Notes - Tranche B (c)
49,730 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 2034 Senior Notes and 2036 Senior Notes (collectively, the “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 Condensed Consolidated Financial Statements due to their variable rate nature.
During the three and nine months ended September 30, 2025, the Company incurred interest expense of $ 28.2 million and $ 74.7 million respectively, on its debt obligations. During the three and nine months ended September 30, 2024, the Company incurred interest expense of $ 19.6 million and $ 56.1 million, respectively, on its debt obligations.
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TPG Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
9. 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.
As of September 30, 2025 and December 31, 2024, the Company has recognized net deferred tax assets before the considerations of valuation allowances in the am oun t of $ 976.7 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 exchange of Common Units for Class A common stock during the period. 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.
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 September 30, 2025 and December 31, 2024, the Company has recognized a valuation allowance of $ 132.1 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.
As of September 30, 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 $ 794.7 million and $ 331.3 million, respectively. During the nine months ended September 30, 2025, the Company recorded an increase to the liability pursuant to the Tax Receivable Agreement of $ 476.1 million related to exchanges throughout the period, as detailed in Note 15 to the Condensed Consolidated Financial Statements. During the nine months ended September 30, 2025, the Company made payments of $ 9.6 million in connection with the Tax Receivable Agreement.
The Company’s effective tax rate was 12.7 % and ( 184.0 )% for the three months ended September 30, 2025 and 2024, respectively and 12.3 % and ( 85.9 )% for the nine months ended September 30, 2025 and 2024, respectively. The Company’s effective tax rate is dependent on many factors, including the estimated amount of income subject to tax. Consequently, the effective tax rate can vary from period to period. The Company’s overall effective tax rate in each of the periods described above deviates from the statutory rate primarily because (i) a portion of income and losses are allocated to non-controlling interests, and the tax liability on such income or loss is borne by the holders of such non-controlling interests; (ii) certain income tax effects in connection with equity-based compensation net of the executive compensation limitations under IRC Section 162(m); and (iii) local income taxes related to certain subsidiaries.
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TPG Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
Applicable accounting standards provide that the Company may estimate an annual effective tax rate and apply that rate to year-to-date income for each interim period. However, because the Company’s forecast of income before taxes is highly variable due to changes in market conditions, the actual effective income tax rate for the year-to-date period represents a better estimate of the consolidated annual effective income tax rate. Accordingly, for the three and nine months ended September 30, 2025 and 2024, the actual consolidated effective income tax rate was used to determine the Company’s income tax provision.
During the three and nine months ended September 30, 2025 and 2024, there were no material changes to the uncertain tax positions, and the Company does not expect there to be any material changes to uncertain tax positions within the next twelve months. The Company files its tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by U.S. federal, state, local and foreign tax authorities. Although the outcome of tax audits is always uncertain, the Company does not believe the outcome of any future audit will have a material adverse effect on the Company’s Condensed Consolidated Financial Statements.
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 expects the OBBBA to have minimal impact on the income tax provision and has reflected the impact in the results for the quarter ended September 30, 2025. The Company will continue to evaluate the 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, with a January 1, 2024 effective date. In June 2025, the G7 agreed to exclude U.S. Multi-National Entities from certain aspects of the Pillar 2 global minimum tax rules (the “G7 Pillar Two Statement”) in exchange for the U.S. not imposing retaliatory taxes in the OBBBA. The Company is monitoring developments, including the G7 Pillar Two Statement, which has not yet been incorporated into the OECD framework, and will continue to assess any potential impact. As of September 30, 2025, the Company has analyzed enacted legislation and determined that the effects of Pillar Two, if any, are not material to the Company’s financial statements.
10. Related Party Transactions
Due From and Due To Affiliates
Due from affiliates and due to affiliates consist of the following (in thousands):
September 30, 2025 December 31, 2024
Portfolio companies $ 47,927 $ 55,914
Partners and employees 2,853 2,657
Other related entities 78,864 47,606
Unconsolidated VIEs 231,432 340,835
Due from affiliates $ 361,076 $ 447,012
Portfolio companies $ 10,549 $ 10,731
Partners and employees 565,043 373,452
Other related entities 87,073 23,715
Unconsolidated VIEs 77,145 57,239
Due to affiliates $ 739,810 $ 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.
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TPG Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
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 nine months ended September 30, 2025, these current and former partners and employees exchanged 35,939,394 Common Units, as described in Note 15 to the Condensed 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 nine months ended September 30, 2025, the Company recorded an additional Tax Receivable Agreement liability in the amount of $ 476.1 million in connection with certain current and former employees and partners of TPG Partner Holdings. As of September 30, 2025 and December 31, 2024, the Company has recorded a Tax Receivable Agreement liability of $ 483.5 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 Condensed 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 nine months ended September 30, 2025 and 2024 totaled $ 155.5 million and $ 115.1 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 Condensed 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 September 30, 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 three and nine months ended September 30, 2025 were $ 3.2 million and $ 9.6 million, respectively, and recorded in fees and other in the Condensed Consolidated Statements of Operations. The fees earned by the Company for the three and nine months ended September 30, 2024 were $ 4.2 million and $ 12.8 million, respectively.
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TPG Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
11. 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):
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Lease cost (a) :
Operating lease cost $ 22,368 $ 11,858 $ 67,292 $ 35,797
Short-term lease costs 245 139 829 628
Variable lease cost 2,894 2,878 8,550 8,448
Sublease income ( 610 ) ( 592 ) ( 1,787 ) ( 1,884 )
Total lease cost $ 24,897 $ 14,283 $ 74,884 $ 42,989
Weighted-average remaining lease term 12.2 6.1
Weighted-average discount rate 5.60 % 5.09 %
_______________
(a) Office rent expense for the three and nine months ended September 30, 2025 was $ 22.0 million and $ 67.1 million, respectively. Office rent expense for the three and nine months ended September 30, 2024 was $ 11.9 million and $ 36.0 million, respectively.
Supplemental Condensed Consolidated Statements of Cash Flows information related to leases were as follows (in thousands):
Nine Months Ended September 30,
2025 2024
Cash paid for amounts included in the measurement of lease liabilities $ 42,241 $ 29,766
Right-of-use assets obtained in exchange for new operating lease liabilities 398,931 —
Other non-cash changes in right-of-use assets and operating lease liabilities 1,091 4,616
The following table shows the undiscounted cash flows on an annual basis for operating lease liabilities as of September 30, 2025 (in thousands):
Year Due Lease Amount (a)
Remainder of 2025 $ 14,506
2026 2,805
2027 85,936
2028 88,398
2029 85,791
Thereafter 632,253
Total future undiscounted operating lease payments
909,689
Less: imputed interest ( 302,127 )
Present value of operating lease liabilities
$ 607,562
_______________
(a) Net of tenant improvement allowances
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TPG Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)