FULLTEXT DEL 1 AV 3
10-Q – 2026-05-01 – tpg-20260331.htm
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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 March 31, 2026
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 April 28, 2026, there were 153,854,054 shares of the registrant’s Class A common stock, 6,605,963 shares of the registrant’s nonvoting Class A common stock and 223,852,327 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 March 31, 2026 and December 31, 202 5
6
Condensed Consolidated Statements of Operations (unaudited) for the Three Months Ended March 31 , 202 6 and 202 5
7
Condensed Consolidated Statements of Changes in Equity (unaudited) for the Three Months Ended March 31 , 202 6 and 202 5
8
Condensed Consolidated Statements of Cash Flows (unaudited) for the Th ree Months Ended March 31 , 202 6 and 202 5
10
Notes to Condensed Consolidated Financial Statements
11
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
51
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
98
Item 4.
Controls and Procedures
98
Part II. Other Information
Item 1.
Legal Proceedings
99
Item 1A.
Risk Factors
99
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
99
Item 3.
Defaults Upon Senior Securities
99
Item 4.
Mine Safety Disclosures
99
Item 5.
Other Information
99
Item 6.
Exhibits
100
Signatures
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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, 2025 (our “Annual Report”) filed with the United States Securities and Exchange Commission (“SEC”) on February 17, 2026 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.
• “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)
March 31, 2026 December 31, 2025
Assets
Cash and cash equivalents $ 851,399 $ 826,105
Restricted cash (a)
13,251 13,166
Due from affiliates 367,663 573,590
Investments (includes assets pledged of $ 576,451 and $ 603,322 as of March 31, 2026 and December 31, 2025, respectively (a) )
9,049,455 9,211,816
Intangible assets, net 623,712 659,839
Goodwill 498,188 498,188
Right-of-use assets 584,027 552,254
Deferred tax assets 884,166 860,676
Other assets 435,485 297,301
Total assets $ 13,307,346 $ 13,492,935
Liabilities and Equity
Liabilities
Accounts payable and accrued expenses $ 258,552 $ 230,523
Due to affiliates 738,623 694,632
Debt obligations (a)
2,342,953 1,722,547
Accrued performance allocation compensation 5,014,659 5,399,750
Operating lease liabilities 641,992 604,593
Other liabilities 585,796 704,515
Total liabilities 9,582,575 9,356,560
Commitments and contingencies (Note 12)
Equity
Class A common stock $ 0.001 par value, 2,340,000,000 shares authorized ( 160,321,166 and 153,113,961 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively)
160 153
Class B common stock $ 0.001 par value, 750,000,000 shares authorized ( 223,852,327 and 224,331,812 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively)
224 224
Preferred stock, $ 0.001 par value, 25,000,000 shares authorized ( 0 issued and outstanding as of March 31, 2026 and December 31, 2025)
— —
Additional paid-in-capital 1,530,686 1,476,444
Accumulated deficit ( 397,691 ) ( 291,604 )
Non-controlling interests 2,591,392 2,951,158
Total equity 3,724,771 4,136,375
Total liabilities and equity $ 13,307,346 $ 13,492,935
_________________
(a) The Company’s consolidated total assets and liabilities as of March 31, 2026 and December 31, 2025 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 March 31,
2026 2025
Revenues
Fees and other $ 620,022 $ 543,455
Capital allocation-based (loss) income ( 120,016 ) 491,421
Total revenues 500,006 1,034,876
Expenses
Compensation and benefits:
Cash-based compensation and benefits 237,188 223,570
Equity-based compensation 255,136 205,832
Performance allocation compensation ( 66,148 ) 298,705
Total compensation and benefits 426,176 728,107
General, administrative and other 147,941 164,311
Depreciation and amortization 41,752 31,382
Interest expense 32,738 24,060
Total expenses 648,607 947,860
Investment income (loss)
Net losses from investment activities ( 1,131 ) ( 2,087 )
Interest, dividends and other 9,008 9,248
Total investment income 7,877 7,161
(Loss) income before income taxes ( 140,724 ) 94,177
Income tax (benefit) expense ( 17,448 ) 6,349
Net (loss) income ( 123,276 ) 87,828
Net (loss) income attributable to non-controlling interests ( 121,822 ) 62,435
Net (loss) income attributable to TPG Inc. $ ( 1,454 ) $ 25,393
Net income (loss) per share data:
Net (loss) income available to Class A common stock per share
Basic $ ( 0.05 ) $ 0.08
Diluted $ ( 0.22 ) $ 0.00
Weighted-average shares of Class A common stock outstanding
Basic 159,635,235 117,408,263
Diluted 383,711,322 369,358,961
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 December 31, 2025 153,113,961 224,331,812 $ 153 $ 224 $ 1,476,444 $ ( 291,604 ) $ 1,185,217 $ 2,951,158 $ 4,136,375
Net loss — — — — — ( 1,454 ) ( 1,454 ) ( 121,822 ) ( 123,276 )
Equity-based compensation — — — — 77,344 — 77,344 167,277 244,621
Capital contributions — — — — — — — 384,493 384,493
Dividends/distributions — — — — — ( 104,633 ) ( 104,633 ) ( 222,299 ) ( 326,932 )
Shares issued for net settlement of equity-based awards 4,928,096 — 5 — ( 5 ) — — — —
Withholding taxes paid on net settlement of equity-based awards — — — — ( 94,690 ) — ( 94,690 ) ( 114,272 ) ( 208,962 )
Deferred tax effects for Exchange of Common Units to TPG Inc. Class A common stock and other equity reallocations — — — — 2,233 — 2,233 — 2,233
Equity reallocation between controlling and non-controlling interest — — — — 18,065 — 18,065 ( 18,065 ) —
Deconsolidation of previously consolidated entities — — — — — — — ( 496,984 ) ( 496,984 )
Shares issued in connection with Jackson Transaction 2,279,109 — 2 — 51,295 — 51,297 61,906 113,203
Shares retired — ( 479,485 ) — ( 0 ) 0 — — — —
Balance at March 31, 2026 160,321,166 223,852,327 $ 160 $ 224 $ 1,530,686 $ ( 397,691 ) $ 1,133,379 $ 2,591,392 $ 3,724,771
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 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 — — — — — 25,393 25,393 62,435 87,828
Equity-based compensation — — — — 52,616 — 52,616 148,632 201,248
Capital contributions — — — — — — — 62,212 62,212
Dividends/distributions — — — — — ( 65,524 ) ( 65,524 ) ( 214,710 ) ( 280,234 )
Shares issued for net settlement of equity-based awards 4,554,542 — 5 — ( 5 ) — — — —
Withholding taxes paid on net settlement of equity-based awards — — — — ( 66,506 ) — ( 66,506 ) ( 113,606 ) ( 180,112 )
Deferred tax effects for Exchange of Common Units to TPG Inc. Class A common stock and other equity reallocations 9,786,354 ( 9,786,354 ) 10 ( 10 ) 15,784 — 15,784 — 15,784
Equity reallocation between controlling and non-controlling interest — — — — 77,215 — 77,215 ( 77,215 ) —
Balance at March 31, 2025 123,552,251 245,970,148 $ 124 $ 246 $ 1,049,823 $ ( 227,114 ) $ 823,079 $ 2,675,636 $ 3,498,715
See accompanying notes to Condensed Consolidated Financial Statements.
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TPG Inc.
Condensed Consolidated Statements of Cash Flows (unaudited)
(dollars in thousands)
Three Months Ended March 31,
2026 2025
Operating activities:
Net (loss) income $ ( 123,276 ) $ 87,828
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Equity-based compensation 255,136 205,832
Performance allocation compensation ( 66,148 ) 298,705
Net losses from investment activities 1,131 2,087
Capital allocation-based loss (income) 120,016 ( 491,421 )
Depreciation and amortization 41,752 31,382
Non-cash lease expense 15,436 14,176
Other non-cash activities ( 15,236 ) 2,063
Changes in operating assets and liabilities:
Purchases of investments ( 450,422 ) ( 191,135 )
Proceeds from investments 609,400 430,412
Due from affiliates 73,795 537
Other assets ( 14,791 ) ( 4,454 )
Accounts payable and accrued expenses 28,061 27,960
Due to affiliates 64,086 39,286
Accrued performance allocation compensation ( 317,462 ) ( 236,959 )
Other liabilities ( 44,929 ) ( 18,111 )
Net cash provided by operating activities 176,549 198,188
Investing activities:
Purchase of Jackson common stock ( 500,000 ) —
Purchases of fixed assets ( 16,265 ) ( 6,347 )
Net cash used in investing activities ( 516,265 ) ( 6,347 )
Financing activities:
Proceeds from debt obligations 1,058,000 255,000
Repayment of debt obligations ( 433,000 ) ( 54,000 )
Issuance costs on debt obligations ( 5,202 ) —
Withholding taxes paid on net settlement of equity-based awards ( 208,962 ) ( 180,112 )
Contributions from holders of non-controlling interests 311,118 62,212
Dividends/Distributions ( 326,928 ) ( 260,877 )
Tax Receivable Agreement payments ( 29,931 ) —
Net cash provided by (used in) financing activities $ 365,095 $ ( 177,777 )
Net change in cash, cash equivalents and restricted cash $ 25,379 $ 14,064
Cash, cash equivalents and restricted cash, beginning of period 839,271 821,192
Cash, cash equivalents and restricted cash, end of period $ 864,650 $ 835,256
Supplemental disclosures of other cash flow information:
Cash paid for income taxes $ 19,232 $ 6,839
Cash paid for interest 38,761 27,683
Reconciliation of cash, cash equivalents and restricted cash, end of period:
Cash and cash equivalents $ 851,399 $ 821,971
Restricted cash 13,251 13,285
Cash, cash equivalents and restricted cash, end of period $ 864,650 $ 835,256
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 March 31, 2026, TPG Inc. held approximately 42 % 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, 2025 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 year have been reclassified to conform to the financial statement presentation as of and for the period ended March 31, 2026.
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 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, limited 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.
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.
Revenues
Revenues consisted of the following (in thousands):
Three Months Ended March 31,
2026 2025
Management fees $ 479,429 $ 418,951
Monitoring fees 10,073 7,858
Transaction fees 64,917 47,454
Incentive fees 8,205 6,201
Expense reimbursements and other 57,398 62,991
Total fees and other 620,022 543,455
Performance allocations ( 138,391 ) 450,560
Capital interests 18,375 40,861
Total capital allocation-based (loss) income ( 120,016 ) 491,421
Total revenues $ 500,006 $ 1,034,876
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TPG Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
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.
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.
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TPG Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
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.
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 0.35 % 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 months ended March 31, 2026 and 2025 these amounts totaled $ 8.8 million and $ 7.1 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
Monitoring fees are earned for providing oversight and advisory services to certain portfolio companies. Monitoring fees are based upon the contractual terms of the related agreements with the underlying portfolio company and are recognized as such services are provided. 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.
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TPG Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
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.
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.
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TPG Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
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 March 31, 2026 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.
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.
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TPG Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
Compensation and Benefits
Cash-based compensation and benefits includes (i) salaries and wages, (ii) benefits and (iii) discretionary cash bonuses. Bonuses are accrued over the service period to which they relate.
Compensation expense related to the issuance of equity-based awards is measured at grant-date fair value. Compensation expense for awards that vest over a future service period is recognized over the relevant service period on a straight-line basis. Compensation expense for awards that do not require future service is recognized immediately. Compensation expense for awards that contain both market and service conditions is based on grant-date fair value that factors in the probability that the market conditions will be achieved and is recognized on a tranche-by-tranche basis using the accelerated attribution method. The requisite service period for those awards is the longer of the explicit service period and the derived service period. Compensation expense for awards that contain both performance and service conditions is recognized, if the Company deems it probable that the performance condition will be met, over the longer of the implicit or explicit service period. Compensation expense for awards to recipients with retirement eligibility provisions (allowing such recipient to continue vesting upon departure from TPG) is either expensed immediately or amortized to the retirement eligibility date. The Company recognizes equity-based award forfeitures in the period in which they occur as a reversal of previously recognized compensation expense.
Performance allocation compensation expense and accrued performance allocation compensation is the portion of performance allocations that TPG allocates to certain of its employees and certain other advisors of the Company. Performance allocations due to our partners and professionals are accounted for as compensation expense in conjunction with the recognition of the related performance allocations and, until paid, are recognized as accrued performance allocation compensation. Accordingly, upon a reversal of performance allocations, the related compensation expense, if any, is also reversed.
Net Income (Loss) Per Share of Class A Common Stock
Basic income (loss) per share of Class A common stock is calculated by dividing net income (loss) attributable to TPG Inc. by the weighted-average shares of Class A common stock, unvested participating shares of Class A common stock outstanding for the period and vested deferred restricted shares of Class A common stock that have been earned for which issuance of the related shares of Class A common stock is deferred until future periods. Diluted income (loss) per share of Class A common stock reflects the impact of all dilutive securities. Unvested participating shares of common stock are excluded from the computation in periods of loss as they are not contractually obligated to share in losses.
The Company applies the treasury stock method to determine the dilutive weighted-average common shares represented by the unvested restricted stock units (“RSUs”). The Company applies the if-converted method to the TPG Operating Group partnership units to determine the dilutive impact, if any, of the exchange right included in the TPG Operating Group partnership units.
Cash, Cash Equivalents and Restricted Cash
Cash and cash equivalents include cash on deposit with banks and other short-term investments with an initial maturity of 90 days or less. Restricted cash balances relate to cash balances reserved for the payment of interest on the Company’s privately placed securitization notes (“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).
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TPG Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
Financial instruments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets will typically have a higher degree of input observability and a lesser degree of judgment applied in determining fair value.
The three levels of the fair value hierarchy under ASC 820 are as follows:
Level I – Quoted prices (unadjusted) in active markets for identical financial instruments at the measurement date are used. The types of instruments generally included in Level I are publicly listed equities and debt.
Level II – Pricing inputs are other than quoted prices included within Level I that are observable for the financial instrument, either directly or indirectly. Level II pricing inputs include quoted prices for similar financial instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, inputs other than quoted prices that are observable for the instrument, and inputs that are derived principally from or corroborated by observable market data by correlation or other means. The types of instruments generally included in Level II are restricted securities listed in active markets, corporate bonds and loans.
Level III – Pricing inputs are unobservable and include situations where there is little, if any, market activity for the financial instrument. The inputs used in determination of fair value require significant judgment and estimation. The types of instruments generally included in Level III are privately held debt, equity securities and contingent consideration.
In some cases, the inputs used to measure fair value might fall within different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the instrument is categorized in its entirety is determined based on the lowest level input that is significant to the instrument. Assessing the significance of a particular input to the valuation of an instrument in its entirety requires judgment and considers factors specific to the instrument. The categorization of an instrument within the hierarchy is based upon the pricing transparency of the instrument and does not necessarily correspond to the perceived risk of that instrument.
In certain instances, an instrument that is measured and reported at fair value may be transferred into or out of Level I, II, or III of the fair value hierarchy.
In certain cases, debt and equity securities are valued on the basis of prices from an orderly transaction between market participants provided by reputable dealers or pricing services. In determining the value of a particular instrument, pricing services may use certain information with respect to transactions in such instruments, quotations from dealers, pricing matrices, market transactions of comparable instruments and various relationships between instruments. When a security is valued based on dealer quotes, the Company subjects those quotes to various criteria in making the determination as to whether a particular instrument would qualify for treatment as a Level II or Level III instrument. Some of the factors considered include the number and quality of quotes, the standard deviations of the observed quotes and the corroboration of the quotes to independent pricing services.
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.
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TPG Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
Business Combinations
The Company accounts for business combinations using the acquisition method under ASC Topic 805, Business Combinations (“ASC 805”) under which the purchase price of the acquisition is allocated to the assets acquired and liabilities assumed generally using the fair values determined by management as of the acquisition date. Management’s determination of fair value of assets acquired and liabilities assumed at the acquisition date is based on the best information available in the circumstances and may incorporate management’s own assumptions and involve a significant degree of judgment. Management uses its best estimates and assumptions to accurately assign fair value to the tangible and identifiable intangible assets acquired and liabilities assumed at the acquisition date as well as the useful lives of those acquired intangible assets. Examples of critical estimates in valuing certain of the intangible assets we have acquired include, but are not limited to, future expected cash inflows and outflows, future fundraising assumptions, expected useful life, discount rates and income tax rates. Our estimates for future cash flows are based on historical data, various internal estimates and certain external sources, and are based on assumptions that are consistent with the plans and estimates we are using to manage the underlying assets acquired. Unanticipated events and circumstances may occur that could affect the accuracy or validity of such assumptions, estimates or actual results. For business combinations accounted for under the acquisition method, the purchase consideration, including the fair value of certain elements of contingent consideration as of the acquisition date, in excess of the fair value of net assets acquired is recorded as goodwill.
Goodwill
Goodwill represents the excess of consideration transferred, the fair value in any non-controlling interest in the acquiree and the fair value of any previously held equity interest in the acquiree over the net of the acquisition-date values of the identifiable assets and liabilities assumed. Goodwill is not amortized. Goodwill is reviewed for impairment at least annually utilizing a qualitative or quantitative approach, and more frequently if circumstances indicate impairment may have occurred. The impairment testing for goodwill under the qualitative approach is based first on an assessment to determine if it is more likely than not that the fair value of the Company’s reporting unit is less than its respective carrying value. If it is determined that it is more likely than not that the reporting unit’s fair value is less than its carrying value, the Company performs a quantitative analysis. When the quantitative approach indicates an impairment, an impairment loss is recognized to the extent by which the carrying value exceeds the fair value, not to exceed the total amount of goodwill. As of March 31, 2026, 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
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TPG Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
to, collateral assumptions, the term of the lease, and the economic environment in which the lease is denominated at the commencement date.
The Company elected the package of practical expedients provided under the guidance. The practical expedient package applies to leases commenced prior to the adoption of ASC Topic 842, Leases (“ASC 842”) and permits companies not to reassess whether existing or expired contracts are or contain a lease, the lease classification, and any initial direct costs for any existing leases. The Company has elected to not separate the lease and non-lease components within the contract. Therefore, all fixed payments associated with the lease are included in the ROU asset and the lease liability. These costs often relate to the fixed payments for items such as common area maintenance and other operating costs in addition to a base rent. Any variable payments related to the lease are recorded as lease expense when and as incurred. The Company has elected this practical expedient for all lease classes. The Company did not elect the hindsight practical expedient. The Company has elected the short-term lease expedient. A short-term lease is a lease that, as of the commencement date, has a lease term of 12 months or less and does not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise. For such leases, the Company will not apply the recognition requirements of ASC 842 and instead will recognize the lease payments as lease cost on a straight-line basis over the lease term. Additionally, the Company elected the practical expedient which allows an entity to not reassess whether any existing land easements are or contain leases.
The Company’s leases primarily consist of operating leases for real estate, which have remaining terms of one to 15 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.
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TPG Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
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.
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.
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TPG Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
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 segment expenses regularly provided to the CODM are the same as those shown on the Company’s Condensed Consolidated Statement of Operations. The Company operates collaboratively across product lines through shared investment themes and relies on shared support functions that span across product lines. The CODM uses consolidated net income as one of the primary measures to make resource allocation decisions and assess the performance of the Company across reporting periods. There is no difference between segment assets and total consolidated assets. As the Company operates as a single segment, the accounting policies utilized by the segment are consistent with those included in the Condensed Consolidated Financial Statements herein.
Recently Adopted Accounting Guidance
In May 2025, the Financial Accounting Standards Board (“FASB”) issued ASU 2025-04, Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606)—Clarifications to Share-Based Consideration Payable to a Customer , which requires that a grantor apply the guidance in Topic 718, Compensation—Stock Compensation, to measure and classify share-based consideration payable to a customer. The amended guidance also requires a reporting entity to assess if share-based consideration payable to a customer contains vesting conditions, including whether or not those vesting conditions represent service conditions or performance conditions. The Company early adopted ASU 2025-04 on January 1, 2026 on a retrospective basis and adoption of the ASU did not have a material impact on the Condensed Consolidated Financial Statements.
In September 2025, the FASB issued 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, determined it is probable that the project will be completed and determined the software will be used to perform the function intended. The Company early adopted the ASU on a prospective basis on January 1, 2026 and the adoption did not result in a material impact on the Condensed Consolidated Financial Statements.
Recent Accounting Pronouncements
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.
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TPG Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
3. Acquisition
Peppertree Acquisition
On July 1, 2025 (the “Peppertree Acquisition Date”), the Company and certain of its affiliated entities completed the acquisition (the “Peppertree Acquisition”) of the business of Peppertree Capital Management, Inc. (“Peppertree”) pursuant to the terms and conditions set forth in the transaction agreement (the “Peppertree Transaction Agreement”), as amended May 28, 2025, with Peppertree and certain affiliated entities and equity holders thereof (together with Peppertree, the “Peppertree Parties”), a specialized digital infrastructure investment firm with a focus on wireless communications towers. As a result of the Peppertree Acquisition, the Company expanded its platform diversity, with Peppertree’s alternative investment focus in wireless communications towers and related critical communication infrastructure assets.
The Company accounted for the Peppertree Acquisition as a business combination under ASC 805, with assets acquired and liabilities assumed recorded at fair value as of July 1, 2025, subject to adjustments for provisional amounts through the measurement period, which is limited to one year from the Peppertree Acquisition Date.
Pursuant to the Peppertree Transaction Agreement, the Company acquired Peppertree for both cash and non-cash consideration under U.S. GAAP equal to $ 389.6 million (“Peppertree Purchase Price”) as described below. The following table summarizes the fair value of amounts recognized for the assets acquired and liabilities assumed and resulting goodwill as of the Peppertree Acquisition Date (in thousands):
July 1, 2025
Purchase Price
Cash (a)
$ 235,659
Nonvoting Class A common stock (b)
153,973
Total Purchase Price $ 389,632
Recognized amounts of identifiable assets acquired and liabilities assumed
Cash and cash equivalents $ 505
Due from affiliates 2,933
Investments 561,945
Right-of-use asset 1,577
Intangible assets 248,900
Other assets 1,502
Total assets 817,362
Accounts payable and accrued expenses 23,006
Accrued performance allocation compensation 403,052
Operating lease liability 1,577
Other liabilities 4,455
Total liabilities 432,090
Assets acquired/liabilities assumed 385,272
Total Purchase Price 389,632
Non-controlling interest of Peppertree 57,749
Goodwill $ 62,109
_________________
(a) Cash consideration includes $ 2.5 million held in escrow on behalf of the sellers.
(b) Represents the fair value of approximately 2.9 million shares of nonvoting Class A common stock issued to certain Peppertree Parties upon consummation of the Peppertree Acquisition. The fair value of the shares of nonvoting Class A common stock was based on a $ 52.84 closing price for the shares of Class A common stock on the Peppertree Acquisition Date.
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TPG Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
Pursuant to the terms of the Peppertree Transaction Agreement, the Company granted 5.4 million Common Units of TPG Operating Group (including an equal number of shares of Class B common stock of the Company) and 0.3 million restricted stock units of the Company to certain Peppertree Parties, which are deemed to be compensatory under U.S. GAAP and are not part of the Purchase Price. Additionally, certain Peppertree Parties will be entitled to an earnout payment of up to $ 300.0 million (the “Peppertree Earnout Payment”) upon the satisfaction of certain fee-related revenue and fundraising targets by Peppertree, payable, at the Company’s election and subject to certain limitations set forth in the Peppertree Transaction Agreement, in cash, Common Units (including an equal number of shares of Class B common stock) or a combination thereof. The Peppertree Earnout Payment is treated as post-combination compensation expense, as services are required from such Peppertree Parties post-closing. See Note 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 Peppertree Acquisition Date, with the excess Purchase Price recorded as goodwill. A third-party valuation specialist assisted the Company with the fair value estimates for the assets acquired and liabilities assumed. The Company recorded $ 62.1 million of goodwill as of the Peppertree Acquisition Date. Goodwill is primarily attributable to the scale, skill sets, operations and expected synergies that can be achieved subsequent to the Acquisition. The goodwill recorded is not deductible for tax purposes.
The fair value and weighted average estimated useful lives of the acquired identifiable intangible assets as of the Peppertree Acquisition Date consist of the following (in thousands):
Fair Value Valuation Methodology Estimated Average Useful Life (in years)
Management contracts $ 181,700 Multi-period excess earnings method ("MPEEM")
4 - 9
Contractual performance fee allocations 65,200 Discounted cash flow analysis 6
Trade name 2,000 Relief from royalty method 4.5
Fair value of intangible assets acquired $ 248,900
The Company recognized $ 8.9 million in acquisition-related costs during the three months ended March 31, 2025. These costs are included 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 months ended March 31, 2025, as if the acquisition was completed as of January 1, 2024 (in thousands):
Three Months Ended March 31, 2025
Revenues $ 1,075,877
Net income (loss) attributable to TPG Inc./controlling interest 21,951
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TPG Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
These pro forma amounts have been calculated after applying the following material adjustments that were directly attributable to the Peppertree Acquisition:
• adjustments to include the impact of the additional amortization that would have been recorded assuming the fair value adjustments to intangible assets had been applied on January 1, 2024;
• adjustments to include additional equity-based compensation expense related to Common Units and restricted stock units issued to Peppertree Parties, as if the grants occurred on January 1, 2024;
• adjustments for changes in the performance allocation compensation to Peppertree Parties in connection with the Peppertree Acquisition; and
• adjustments to include transaction costs in net income as if the Peppertree Acquisition occurred on January 1, 2024.
4. Investments
Investments consist of the following (in thousands):
March 31, 2026 December 31, 2025
Equity method - performance allocations $ 6,845,509 $ 7,309,239
Equity method - capital interests (includes assets pledged of $ 496,120 and $ 521,124 as of March 31, 2026 and December 31, 2025, respectively)
1,352,383 1,801,436
Equity investments 748,528 —
Investments held to maturity, at amortized cost (includes assets pledged of $ 80,331 and $ 82,198 as of March 31, 2026 and December 31, 2025, respectively)
85,687 88,480
Equity method - other 17,348 12,661
Total investments $ 9,049,455 $ 9,211,816
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 March 31,
2026 2025
Net gains of equity method investments - other $ 3,329 $ 474
Net (losses) gains from equity investments ( 4,460 ) 11
Net losses of investments held for sale and other — ( 2,572 )
Total net losses from investment activities $ ( 1,131 ) $ ( 2,087 )
Investments Held to Maturity, at Amortized Cost
In connection with the acquisition of Angelo Gordon, the Company acquired investments held to maturity, and the carrying value of these investments are included in investments on the 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 $ 87.2 million and $ 90.0 million at March 31, 2026 and December 31, 2025, 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 months ended March 31, 2026 and 2025, the Company did no t recognize any impairment losses on an equity method investment without a readily determinable fair value.
Equity Investments
On February 11, 2026, the Company entered into a long-term, strategic investment management partnership (the “Jackson Transaction”) with Jackson Financial Inc. (“Jackson”) whereby the Company will serve as an investment manager for select general account assets of subsidiaries of Jackson. In connection with the Transaction, the TPG Operating Group purchased 4,715,554 shares of common stock. The fair value of the shares purchased are included in Investments on the Condensed Consolidated Statements of Financial Condition and, as the shares purchased have a readily determinable fair value, changes in fair value are recorded within net gains (losses) from investment activities in the Company’s Condensed Consolidated Statements of Operations each reporting period.
5. Fair Value Measurement
The following tables summarize the valuation of the Company’s assets and liabilities that fall within the fair value hierarchy (in thousands):
March 31, 2026
Level I Level II Level III Total
Assets, at fair value
Equity investments $ 498,528 $ — $ 250,000 $ 748,528
Total assets, at fair value $ 498,528 $ — $ 250,000 $ 748,528
Liabilities, at fair value
Aggregate Annual Cash Holdback Amount $ — $ — $ 72,450 $ 72,450
Earnout Payment — — 15,642 15,642
Total liabilities, at fair value $ — $ — $ 88,092 $ 88,092
December 31, 2025
Level I Level II Level III Total
Liabilities, at fair value
Aggregate Annual Cash Holdback Amount $ — $ — $ 70,875 $ 70,875
Earnout Payment — — 13,727 13,727
Total liabilities, at fair value $ — $ — $ 84,602 $ 84,602
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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 March 31,
2026 2025
Assets, at fair value
Balance, beginning of period $ — $ 121,995
Purchases 252,988 55,137
Change in unrealized value ( 2,988 ) 2,131
Balance, end of period $ 250,000 $ 179,263
Liabilities, at fair value
Balance, beginning of period $ 84,602 $ 140,760
Change in unrealized value
3,490 4,980
Payments — —
Balance, end of period $ 88,092 $ 145,740
Total realized and unrealized gains and losses recorded for Level III assets carried at fair value 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 liabilities carried at fair value 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 March 31, 2026 and December 31, 2025. 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 March 31, 2026 Valuation Technique(s) Unobservable Input(s) (a)
Range (Weighted Average) (b)
Assets, at fair value
Equity investments $ 250,000 Last transaction price N/A N/A
$ 250,000
Liabilities, at fair value
Aggregate Annual Cash Holdback Amount $ 72,450 Present value Discount rate 8.0 %
Earnout Payment 15,642 Multiple probability simulation Estimated revenue volatility 27.8 %
$ 88,092
_________________
(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, 2025 Valuation Technique(s) Unobservable Input(s) (a)
Range (Weighted Average) (b)
Liabilities, at fair value
Aggregate Annual Cash Holdback Amount $ 70,875 Present value Discount rate 8.0 %
Earnout Payment 13,727 Multiple probability simulation Estimated revenue volatility 20.1 %
$ 84,602
______________
(a) In determining certain of these inputs, management evaluates a variety of factors including economic conditions, industry and market developments, market valuations of comparable companies and company-specific developments including exit strategies and realization opportunities. Management has determined that market participants would take these inputs into account when valuing the instruments.
(b) Inputs weighted based on fair value of instruments in range.
6. Intangible Assets and Goodwill
Intangible Assets, Net
The following table summarizes the carrying values of intangible assets as of March 31, 2026 and December 31, 2025 (in thousands):
March 31, 2026 December 31, 2025
Gross Carrying Value Accumulated Amortization Net Carrying Value Gross Carrying Value Accumulated Amortization Net Carrying Value
Contractual performance fee allocations (a)
$ 378,200 $ ( 159,494 ) $ 218,706 $ 378,200 $ ( 145,052 ) $ 233,148
Management contracts (a)
468,700 ( 109,356 ) 359,344 468,700 ( 92,216 ) 376,484
Technology 46,000 ( 27,792 ) 18,208 46,000 ( 24,917 ) 21,083
Investor relationships 25,000 ( 9,896 ) 15,104 25,000 ( 9,375 ) 15,625
Trade name (a)
17,500 ( 7,144 ) 10,356 17,500 ( 6,328 ) 11,172
Other intangible assets (a), (b)
2,994 ( 1,000 ) 1,994 2,994 ( 667 ) 2,327
Total intangible assets, net $ 938,394 $ ( 314,682 ) $ 623,712 $ 938,394 $ ( 278,555 ) $ 659,839
_________________
(a) Includes intangible assets with a net carrying value of $ 216.1 million as of March 31, 2026 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 March 31, 2026 and December 31, 2025.
The Company recognized no impairment losses on intangible assets during the three months ended March 31, 2026 and 2025.
Intangible asset amortization expense was $ 36.1 million and $ 26.6 million for the three months ended March 31, 2026 and 2025, 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 March 31, 2026 (in thousands):
Remainder of 2026 $ 108,381
2027 141,258
2028 120,415
2029 94,810
2030 46,616
Thereafter 111,238
Total $ 622,718
Goodwill
As of March 31, 2026 and December 31, 2025, the carrying value of the Company’s goodwill was $ 498.2 million.
As of March 31, 2026, 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 months ended March 31, 2026 and 2025, TPG did not provide any amounts to unconsolidated VIEs other than its obligated commitments.
The maximum exposure to loss represents the loss of assets recognized by TPG relating to non-consolidated entities and any amounts due to non-consolidated entities.
The assets and liabilities recognized in the Company’s 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):
March 31, 2026 December 31, 2025
Investments (includes assets pledged of $ 496,120 and $ 521,124 as of March 31, 2026 and December 31, 2025, respectively)
$ 1,325,809 $ 1,774,815
Due from affiliates 224,010 408,022
Potential clawback obligation 2,663,408 2,456,516
Due to affiliates 96,325 72,266
Maximum exposure to loss $ 4,309,552 $ 4,711,619
Additionally, cumulative performance allocations of $ 6.8 billion and $ 7.3 billion as of March 31, 2026 and December 31, 2025, respectively, are subject to reversal in the event of future losses.
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TPG Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
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 March 31, 2026 and December 31, 2025, the carrying amount of Secured Notes issued by the VIEs was $ 246.3 million and $ 246.2 million, respectively, and is shown in the Company’s Condensed Consolidated Statements of Financial Condition as debt obligations, net of unamortized issuance costs of $ 3.7 million and $ 3.8 million, respectively.
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):
March 31, 2026 December 31, 2025
Cash and cash equivalents $ 46,801 $ 5,473
Restricted cash 13,251 13,166
Participation rights receivable (a)
496,120 521,124
Due from affiliates 434 435
Total assets $ 556,606 $ 540,198
Accrued interest $ 3,450 $ 191
Due to affiliates and other 125 131
Secured notes, net 246,260 246,183
Total liabilities $ 249,835 $ 246,505
_________________
(a) Participation rights receivable related to VIE securitization transactions are included in investments in the Company’s Condensed Consolidated Statements of Financial Condition .
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TPG Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
8. Debt Obligations
On February 26, 2026, the Notes Issuer completed an offering of $ 500.0 million aggregate principal amount of Senior Notes due 2031 (the “2031 Senior Notes”). The 2031 Senior Notes will mature on May 15, 2031, unless earlier accelerated, redeemed or repurchased. The 2031 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 2031 Senior Notes bear interest at a rate of 4.875 % per annum, which is payable semi-annually in arrears on May 15 and November 15 of each year, beginning on November 15, 2026. The 2031 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 2031 Senior Notes issuance have been capitalized and are amortized over the life of the 2031 Senior Notes.
The following table summarizes the Company’s and its subsidiaries’ debt obligations (in thousands):
As of March 31, 2026 As of December 31, 2025
Maturity Date Borrowing Amount Carrying Value Interest Rate Carrying Value Interest Rate
Senior Unsecured Revolving Credit Facility (a)
May 2030 $ 1,750,000 $ 125,000 4.72 % $ — 4.74 %
2034 Senior Notes (b)
March 2034 600,000 594,862 5.88 % 594,700 5.88 %
2036 Senior Notes (c)
January 2036 500,000 491,596 5.38 % 491,353 5.38 %
2031 Senior Notes (d)
May 2031 500,000 494,860 4.88 % — — %
Subordinated Notes (e)
March 2064 400,000 390,375 6.95 % 390,311 6.95 %
Secured Notes - Tranche A (f)
June 2038 200,000 196,993 5.33 % 196,931 5.33 %
Secured Notes - Tranche B (f)
June 2038 50,000 49,267 4.75 % 49,252 4.75 %
364-Day Revolving Credit Facility (g)
April 2026 300,000 — 5.67 % — 5.69 %
Subordinated Credit Facility (h)
August 2027 30,000 — 6.02 % — 6.04 %
Total debt obligations $ 4,330,000 $ 2,342,953 $ 1,722,547
_________________
(a) As of March 31, 2026, 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 0.20 % per annum or (ii) at a term SOFR rate plus a 0.10 % per annum adjustment and an applicable margin not to exceed 1.20 %.
(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) On August 14, 2025, the Notes Issuer issued $ 500.0 million aggregate principal amount of Senior Notes due 2036 (the “2036 Senior Notes” and, collectively with the 2031 Senior Notes and the 2034 Senior Notes, the “Senior Notes”) with interest payable semi-annually in arrears on January 15 and July 15 of each year, beginning on January 15, 2026.
(d) On February 26, 2026, the Notes Issuer issued $ 500.0 million aggregate principal amount of 2031 Senior Notes with interest payable semi-annually in arrears on May 15 and November 15 of each year, beginning on November 15, 2026.
(e) 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.
(f) 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.
(g) 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. This facility was increased to $ 300.0 million in April 2025 and subsequently extended in April 2026 to a new termination date of April 7, 2027.
(h) On August 2014, 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.
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TPG Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
At March 31, 2026, 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):
March 31, 2026 December 31, 2025
2034 Senior Notes (a)
$ 608,082 $ 627,402
2036 Senior Notes (a)
482,270 499,380
2031 Senior Notes (a)
491,015 —
Subordinated Notes (b)
399,680 397,600
Secured Notes - Tranche A (c)
199,830 198,960
Secured Notes - Tranche B (c)
49,282 49,070
_________________
(a) Fair value is based on indicative quotes and the notes are classified as Level II within the fair value hierarchy.
(b) Fair value is based on quoted prices in active markets since the debt is publicly listed and the notes are classified as Level I within the fair value hierarchy.
(c) Fair value is based on current market rates and credit spreads of the Company’s Senior Notes and debt with similar maturities. The notes are classified as Level II within the fair value hierarchy.
In the case of the Company’s Senior Unsecured Revolving Credit Facility, Subordinated Credit Facility and 364 -Day Credit Facility, the fair values approximate the carrying amounts represented in the Condensed Consolidated Financial Statements due to their variable rate nature.
During the three months ended March 31, 2026 and 2025 the Company incurred interest expense of $ 31.2 million and $ 22.4 million respectively, on its debt obligations.
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 March 31, 2026 and December 31, 2025, the Company has recognized net deferred tax assets before the considerations of valuation allowances in the amount of $ 1.1 billion and $ 993.9 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. 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.
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TPG Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
As of March 31, 2026 and December 31, 2025, the Company has recognized a valuation allowance of $ 198.9 million and $ 141.3 million, respectively, which primarily relates to the Company’s investment in the TPG Operating Group. In evaluating the realizability of the deferred tax asset related to the Company’s investment in the TPG Operating Group, the Company determined that a portion of excess income tax basis in the TPG Operating Group will only reverse upon a sale of the Company’s interest in the TPG Operating Group which is not expected to occur in the foreseeable future. The Company has recognized valuation allowances against certain foreign tax credits available for use in the United States in the amount of $ 0.5 million, which are expected to expire unutilized, The Company also recognized a valuation allowance of $ 0.2 million primarily related to foreign net operating loss carryforwards, as it is more likely than not that this portion of our foreign deferred tax assets is not realizable.
As of March 31, 2026 and December 31, 2025, 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 $ 782.2 million and $ 811.6 million, respectively. Approximately $ 475.5 million of the Tax Receivable Agreement liability is attributable to Related Parties further described in Note 10 and $ 306.7 million is attributable to non-affiliates recorded in other liabilities. During the three months ended March 31, 2026, there were no Common Units exchanged for Class A common stock. During the three months ended March 31, 2026, the Company made payments of $ 29.9 million in connection with the Tax Receivable Agreement.
The Company’s effective tax rate was 12.4 % and 6.7 % for the three months ended March 31, 2026 and 2025, 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 compensation expense that is not tax deductible and (iii) tax benefits related to equity-based compensation windfalls.
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 months ended March 31, 2026, the actual consolidated effective income tax rate was used to determine the Company’s income tax provision.
During the three months ended March 31, 2026, there were no material changes to uncertain tax positions. 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.
In December 2021, the Organization for Economic Cooperation and Development (“OECD”) released the Pillar Two Model rules (also referred to as the global minimum tax or Global Anti-Base Erosion “GloBE” rules), which were designed to ensure multinational enterprises pay a certain level of tax within every jurisdiction in which they operate. Several jurisdictions in which the Company operates have enacted these rules. In January 2026, the OECD released Administrative Guidance that introduced new Safe Harbors including one that exempts U.S.-parented multinational groups from various aspects of the GloBE rules. The Company will continue to monitor for legislative changes related to this guidance. As of March 31, 2026, the Company has analyzed enacted legislation and determined that the effects of Pillar Two are not material to the Company’s financial statements.
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TPG Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
10. Related Party Transactions
Due From and Due To Affiliates
Due from affiliates and due to affiliates consist of the following (in thousands):
March 31, 2026 December 31, 2025
Portfolio companies $ 61,523 $ 68,787
Partners and employees 2,872 3,542
Other related entities 79,258 93,239
Unconsolidated VIEs 224,010 408,022
Due from affiliates $ 367,663 $ 573,590
Portfolio companies $ 17,512 $ 18,788
Partners and employees 559,373 579,039
Other related entities 65,413 24,539
Unconsolidated VIEs 96,325 72,266
Due to affiliates $ 738,623 $ 694,632
Affiliate receivables and payables historically have been settled in the normal course of business without formal payment terms, generally do not require any form of collateral and do not bear interest.
Tax Receivable Agreement
Pursuant to the Exchange Agreement, certain current and former employees and partners of TPG Partner Holdings are authorized to exchange Common Units for an equal number of shares of Class A Common Stock. During the three months ended March 31, 2026, there were no Common Units exchanged. As of March 31, 2026 and December 31, 2025, the Company has recorded a Tax Receivable Agreement liability of $ 475.5 million and $ 495.1 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. During the three months ended March 31, 2026, the Company made payments of $ 29.9 million in connection with the Tax Receivable Agreement, of which $ 19.9 million was paid to related parties.
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 three months ended March 31, 2026 and 2025 totaled $ 89.7 million and $ 53.9 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.
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TPG Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
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 March 31, 2026.
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 months ended March 31, 2026 and 2025 were $ 3.1 million and $ 3.2 million, respectively, and recorded in fees and other in the Condensed Consolidated Statements of Operations.
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 March 31,
2026 2025
Lease cost (a) :
Operating lease cost $ 24,087 $ 22,546
Short-term lease costs 330 212
Variable lease cost 4,588 3,081
Sublease income ( 605 ) ( 581 )
Total lease cost $ 28,400 $ 25,258
Weighted-average remaining lease term 12.6 12.7
Weighted-average discount rate 5.56 % 5.55 %
_________________
(a) Office rent expense for the three months ended March 31, 2026 and 2025, was $ 23.9 million and $ 22.6 million, respectively.
Supplemental Condensed Consolidated Statements of Cash Flows information related to leases were as follows (in thousands):
Three Months Ended March 31,
2026 2025
Cash paid for amounts included in the measurement of lease liabilities $ 16,724 $ 11,608
Right-of-use assets obtained in exchange for new operating lease liabilities 75,108 391,107
Other non-cash changes in right-of-use assets and operating lease liabilities ( 27,899 ) 726
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TPG Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
The following table shows the undiscounted cash flows on an annual basis for operating lease liabilities as of March 31, 2026 (in thousands):
Year Due Lease Amount (a)
Remainder of 2026 $ ( 8,325 )
2027 85,299
2028 83,409
2029 80,890
2030 75,954
Thereafter 645,860
Total future undiscounted operating lease payments
963,087
Less: imputed interest ( 321,095 )
Present value of operating lease liabilities
$ 641,992
_________________
(a) Net of tenant improvement allowances .
12. Commitments and Contingencies
Guarantees
Certain of the Company’s consolidated entities have provided guarantees for obligations related to third-party lending programs that enable certain of our eligible employees to obtain financing for capital contributions into TPG funds. At March 31, 2026, the amounts outstanding related to these guarantees were $ 84.0 million, and the maximum obligations guaranteed under these agreements is $ 350.6 million.
Commitments
At March 31, 2026, the TPG Operating Group had unfunded investment commitments of $ 717.0 million to the investment funds that the Company manages and other strategic investments.
Contingent Obligations (Clawback) With Affiliates
The governing agreements of the TPG funds that pay performance allocations generally include a clawback provision that, if triggered, may give rise to a contingent obligation requiring the general partner to return amounts to the fund for distribution to the fund investors at the end of the life of the fund. Performance allocations received by the general partners of the respective TPG funds are subject to clawback to the extent the performance allocations received by the general partners exceeds the amount the general partners are ultimately entitled to receive based on cumulative fund results.
At March 31, 2026, if all investments held by the TPG funds were liquidated at their current unrealized fair value, there would be clawback of $ 6.2 million, net of tax, for which a performance fee reserve was recorded within other liabilities in the Condensed Consolidated Statements of Financial Condition.
At March 31, 2026, if all remaining investments were deemed worthless, a possibility management views as remote, the amount of performance allocations subject to potential clawback would be $ 2,663.4 million.
During the three months ended March 31, 2026, the general partners made no payments on the clawback liability.
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TPG Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
Legal Actions and Other Proceedings
From time to time, the Company is involved in legal proceedings, litigation and claims incidental to the conduct of our business, including with respect to acquisitions, bankruptcy, insolvency and other types of proceedings. Such lawsuits may involve claims against our portfolio companies that adversely affect the value of certain investments owned by TPG’s funds. The Company’s business is also subject to extensive regulation, which has and may result in the Company becoming subject to examinations, inquiries and investigations by various U.S. and non-U.S. governmental and regulatory agencies, including but not limited to the SEC, Department of Justice, state attorneys general, Financial Industry Regulatory Authority and the U.K. Financial Conduct Authority. Such examinations, inquiries and investigations may result in the commencement of civil, criminal or administrative proceedings or fines against the Company or its personnel.
The Company accrues a liability for legal proceedings in accordance with U.S. GAAP. In particular, the Company establishes an accrued liability for loss contingencies when a settlement arising from a legal proceeding is both probable and reasonably estimable. If the matter is not probable or reasonably estimable, no such liability is recorded. Examples of this include: (i) the proceedings may be in early stages; (ii) damages sought may be unspecified, unsupportable, unexplained or uncertain; (iii) discovery may not have started or is incomplete; (iv) there may be uncertainty as to the outcome of pending appeals or motions; (v) there may be significant factual issues to be resolved or (vi) there may be novel legal issues or unsettled legal theories to be presented or a large number of parties. Consequently, management is unable to estimate a range of potential loss, if any, related to such matters. Even when the Company accrues a liability for a loss contingency in such cases, there may be an exposure to loss in excess of any amounts accrued. Loss contingencies may be, in part or in whole, subject to insurance or other payments such as contributions and/or indemnity, which may reduce any ultimate loss.
Based on information presently known by management, the Company has not recorded a potential liability related to any pending legal proceeding except as disclosed below, and is not subject to any legal proceedings that we expect to have a material impact on our operations, financial positions or cash flows. It is not possible, however, to predict the ultimate outcome of all pending legal proceedings, and the claimants in the matter discussed below seek potentially large and indeterminate amounts. As such, although we do not consider such an outcome likely, given the inherent unpredictability of legal proceedings, it is possible that an adverse outcome in the matter described below or certain other matters could have a material effect on the Company’s financial results in any particular period.
Since 2011, a number of TPG-related entities and individuals, including David Bonderman and Jim Coulter, have been named as defendants/respondents in a series of lawsuits in the United States, United Kingdom, and Luxembourg concerning an investment TPG held from 2005-2007 in a Greek telecommunications company, known then as TIM Hellas (“Hellas”). Entities and individuals related to Apax Partners, a London based investment firm also invested in Hellas at the time, have been named in the lawsuits as well. The cases all allege generally that a late 2006 refinancing of the Hellas group of companies was improper.
To date, most of the lawsuits filed in New York Federal and State courts against TPG and Apax-related defendants have been dismissed, with those dismissals upheld on appeal, or the appeal period has passed. In one New York State court case, the New York Court of Appeals recently affirmed a decision by the Appellate Division granting summary judgment to the TPG-related parties on the sole remaining claim in that case, thereby ending that case in TPG’s favor. In February 2018, a High Court case in London against a number of TPG and Apax-related parties and individuals was abandoned by the claimants in the early days of a scheduled six-week trial with costs of $ 9.5 million awarded to the TPG and Apax-related parties, of which $ 3.4 million was awarded to TPG. A lawsuit pending in the District Court of Luxembourg against two former TPG partners and two individuals related to Apax involved in the investment has been decided after trial in their favor on all claims and is now on appeal.
In addition to the Luxembourg appeal, there are additional cases against TPG and Apax-related parties pending in New York state court. In one case, the Court granted and denied in part motions to dismiss by all defendants, paring back the parties, claims and amounts at issue, and appeals of that decision are pending. Finally, a third group of plaintiffs, similarly situated to those in the other cases, filed new claims in 2024 seeking recovery from numerous TPG and Apax-related parties. The prior noted stayed federal actions have now been dismissed with prejudice by court order and stipulation.
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TPG Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
The Company believes that the lawsuits related to the Hellas investment are without merit and intends to continue to defend them vigorously.
Indemnifications
In the normal course of business, the Company enters into contracts that contain a variety of representations and warranties that provide general indemnifications. In addition, certain of the Company’s funds have provided certain indemnities relating to environmental and other matters and has provided nonrecourse carve-out guarantees for fraud, willful misconduct and other customary wrongful acts, each in connection with the financing of certain real estate investments that the Company has made. The Company’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Company that have not yet occurred. However, based on experience, the Company expects the risk of material loss to be remote.
13. Net Income (Loss) Per Class A Common Share
The Company calculates its basic and diluted income (loss) per share using the two-class method for all periods presented, which defines unvested share-based payment awards that contain nonforfeitable rights to dividends as participating securities. The two-class method is an allocation formula that determines income per share for each share of common stock and participating securities according to dividends declared and participation rights in undistributed earnings. Under this method, all income (distributed and undistributed) is allocated to common shares and participating securities based on their respective rights to receive dividends.
In computing the dilutive effect that the exchange of TPG Operating Group partnership units would have on net income available to Class A common stock per share, TPG considered that net income (loss) available to holders of shares of Class A common stock would increase due to the elimination of non-controlling interests in the TPG Operating Group, inclusive of any tax impact. The hypothetical conversion may be dilutive to the extent there is activity at the TPG Inc. level that has not previously been attributed to the non-controlling interests or if there is a change in tax rate as a result of a hypothetical conversion.
The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted net income (loss) per share of Class A common stock (in thousands, except share and per share data):
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TPG Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
Three Months Ended March 31,
2026 2025
Numerator:
Net (loss) income $ ( 123,276 ) $ 87,828
Less:
Net (loss) income attributable to non-controlling interests ( 121,822 ) 62,435
Net (loss) income attributable to Class A Common Stockholders prior to distributions ( 1,454 ) 25,393
Reallocation of earnings to unvested participating restricted stock units (a)
( 6,553 ) ( 15,559 )
Net (loss) income attributable to Class A Common Stockholders - Basic ( 8,007 ) 9,834
Net loss assuming exchange of non-controlling interest ( 77,771 ) ( 8,455 )
Net (loss) income attributable to Class A Common Stockholders - Diluted $ ( 85,778 ) $ 1,379
Denominator:
Weighted-Average Shares of Common Stock Outstanding - Basic 159,635,235 117,408,263
Exchange of Common Units to Class A Common Stock 224,076,087 251,950,698
Weighted-Average Shares of Common Stock Outstanding - Diluted 383,711,322 369,358,961
Net (loss) income available to Class A common stock per share
Basic $ ( 0.05 ) $ 0.08
Diluted $ ( 0.22 ) $ 0.00
Dividends declared per share of Class A Common Stock (b)
$ 0.61 $ 0.53
_________________
(a) No undistributed losses were allocated to unvested participating RSUs during the three months ended March 31, 2026 and 2025, as the holders do not have a contractual obligation to share in the losses of the Company with common stockholders.
(b) Dividends declared reflects the calendar date of the declaration for each distribution. The first quarter dividends were declared on May 1, 2026 and are payable on May 26, 2026.
14. Equity-Based Compensation
Restricted Stock Unit Awards
Under the Company’s Omnibus Equity Incentive Plan (the “Omnibus Plan”), the Company is permitted to grant equity awards representing ownership interests in TPG Inc.’s Class A common stock. On March 3, 2026, an additional 6,383,349 shares of Class A common stock were registered, increasing the share reserve to 37,744,577 , of which 30,658,394 were available to be issued as of March 31, 2026.
Service Awards
Ordinary Service Awards
In the ordinary course of business, the Company grants equity awards subject to service conditions, granted as part of the Company’s standard incentive structure initiatives. These units generally vest over a term of three to five years . These awards are referred to as “Ordinary Service Awards.”
From time to time, the Company also grants equity awards that are subject to service conditions, a portion of which are granted on a non-standard basis to reward or incentivize key contributions that advance the Company’s long-term goals of value creation. These non-standard awards are referred to as “Special Purpose Service Awards,” and collectively with Ordinary Service Awards, “Service Awards.” Dividend equivalents are paid on the vested and unvested portion of the Service Awards when the dividend occurs.
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TPG Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
Special Purpose Service Awards
In conjunction with the IPO in 2022, TPG employees, certain of the Company’s executives and certain non-employees received one-time grants of equity-based awards in the form of Special Purpose Service Awards which entitle the holder to one share of Class A common stock upon vesting. These units generally vest over a term of four to six years .
In conjunction with the acquisition of Angelo Gordon, the Company agreed to grant an aggregate of 8.4 million Special Purpose Service Awards to former Angelo Gordon employees to promote retention post-closing, of which 5.1 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 .
Special Purpose IPO Executive Service Awards
Under the Omnibus Plan and in conjunction with the IPO, the Company granted 1.1 million restricted stock units as Special Purpose Service Awards in order to incentivize and retain key members of management and further their alignment with our shareholders (the “IPO Executive Service Awards”). The IPO Executive Service Awards are subject to service-based vesting conditions over a five-year service period with vesting having commenced on the second anniversary of the grant date. Compensation expense for these awards is recognized on a straight-line basis.
Special Purpose CEO Service Award
Under the Omnibus Plan, the Company granted a long-term performance incentive award to the Company’s CEO on November 30, 2023, comprised of 2.6 million restricted stock units as Special Purpose Service Awards, intended to incentivize the CEO to drive stockholder value in a manner that is aligned with stockholder interests, reward him for organic and inorganic Company growth, and bring his compensation in-line with peer competitors in order to promote and ensure retention (the “CEO Service Award”). The CEO Service Award is subject to service-based vesting conditions over a four-year service period and is scheduled to vest 25 % on each of January 13, 2025, 2026, 2027 and 2028. Compensation expense for this award is recognized on a straight-line basis.
Special Purpose Executive Chairman Service Award
Under the Omnibus Plan, the Company granted a long-term performance incentive award to the Company’s Executive Chairman on August 19, 2025, comprised of 0.3 million restricted stock units as Special Purpose Service Awards, intended to incentivize the Executive Chairman to drive stockholder value in a manner that is aligned with stockholder interests, including recognizing the Executive Chairman’s role in the establishment of the firm’s Impact platform and incentivizing his continued leadership of the platform (the “Executive Chairman Service Award”). The Executive Chairman Service Award is subject to service-based vesting conditions over a four-year service period and is scheduled to vest 25 % on each of July 15, 2026, 2027, 2028 and 2029. Compensation expense for this award is recognized on a straight-line basis.
The following table summarizes the outstanding RSUs for Service Awards as of March 31, 2026 (in millions, including share data):
Units Outstanding as of March 31, 2026 Compensation Expense for the Three Months Ended, Unrecognized Compensation Expense as of March 31, 2026
March 31, 2026 March 31, 2025
Restricted Stock Units
Ordinary Service Awards 13.1 $ 54.0 $ 42.8 $ 654.0
Special Purpose Service Awards 7.9 30.8 32.1 239.6
Total Service Award RSUs 21.0 $ 84.8 $ 74.9 $ 893.6
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TPG Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
For the three months ended March 31, 2026 and 2025 the Company granted 7.4 million and 3.4 million Service Awards, respectively. The grant date fair value was the public share price on each respective grant date.
The following table presents the rollforward of the Company’s unvested Service Awards for the three months ended March 31, 2026 (awards in millions):
Service Awards Weighted-Average Grant Date Fair Value
Balance at December 31, 2025 21.6 $ 40.10
Granted 7.4 58.20
Vested ( 7.8 ) 35.97
Forfeited ( 0.2 ) 31.74
Balance at March 31, 2026 21.0 48.06