10-Q – 2026-08-04 – tpg-20260630.htm

Platform: Market Solutions
TPG Peppertree Funds
Peppertree I 2004 $ 63  $ 44  $ 95  $ —  $ 95  16 % 2.1x 11 % 1.7x
Peppertree II 2008 24  21  57  —  57  30 % 2.8x 20 % 2.1x
Peppertree III 2011 55  49  105  4  109  16 % 2.2x 11 % 1.8x
Peppertree IV 2014 132  119  215  40  255  15 % 2.1x 11 % 1.7x
Peppertree V 2014 79  63  12  88  100  5 % 1.6x 2 % 1.2x
Peppertree VI 2016 230  204  171  421  592  17 % 2.9x 12 % 2.2x
Peppertree VII 2018 505  460  91  1,154  1,245  15 % 2.7x 12 % 2.1x
Peppertree VIII 2020 1,000  890  60  1,737  1,797  14 % 2.0x 10 % 1.6x
Peppertree IX 2022 1,500  1,300  116  1,778  1,894  12 % 1.5x 8 % 1.3x
Peppertree X 2023 2,040  1,386  2  1,752  1,754  22 % 1.3x 14 % 1.2x
Peppertree XI 1,033  —  —  —  —  NM NM NM NM
TPG Peppertree Funds 6,661  4,536  924  6,974  7,898  15 % 1.7x 11 % 1.5x
TPG GP Solutions
TGS I (12)
2022 1,864  1,573  222  1,927  2,149  61 % 1.5x 44 % 1.4x
TGS II (12)
2025 1,741  501  —  538  538  NM NM NM NM
TPG GP Solutions 3,605  2,074  222  2,465  2,687  61 % 1.5x 44 % 1.4x
NewQuest Funds
NewQuest I (12)
2011 390  291  767  —  767  48 % 3.2x 37 % 2.3x
NewQuest II (12)
2013 310  342  686  46  732  24 % 2.2x 18 % 1.8x
NewQuest III (12)
2016 541  544  574  141  715  6 % 1.3x 2 % 1.1x
NewQuest IV (12)
2020 1,000  967  340  1,318  1,658  16 % 1.7x 9 % 1.4x
NewQuest V (12)
2022 689  564  143  649  792  32 % 1.4x 20 % 1.3x
NewQuest Funds 2,930  2,708  2,510  2,154  4,664  32 % 1.8x 18 % 1.4x

The following table reflects the performance of our significant perpetual funds as of June 30, 2026 ($ in millions):

Fund Vintage Year (1)
AUM Total Return (10)

Platform: Credit
TPG Credit Solutions
Corporate Credit Opportunities (16)
1988 $ 395  10  %
Essential Housing Evergreen 2026 502  NM
TPG Asset Based Finance
MVP Fund (17)
2009 6,984  11  %
ABC Evergreen (17)
2024 4,410  22  %
TPG Direct Lending
TCAP (18)
2022 5,105  10  %
MMDL Evergreen (17)
2022 4,652  11  %
TPG Advantage Direct Lending 2025 1,184  NM
TPG Multi-Asset Credit
Dynamic Credit Income Fund (17)
1993 1,121  9  %

Platform: Market Solutions
T-POP (19)
2025 2,251  34  %

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_________________
Note:
Past performance is not indicative of future results.
“NM” signifies that the relevant data would not be meaningful. Performance metrics are generally deemed “NM” when, among other reasons, there has been limited time since initial investment.
Performance metrics generally exclude amounts attributable to the fund’s general partner, its affiliated entities and “friends-of-the-firm” entities that generally pay no or reduced management fees and performance allocations. These metrics also represent an average of returns for all included investors and do not necessarily reflect the actual return of any particular investor.
Amounts shown are in U.S. dollars.
Unless otherwise noted, when an investment is made in another currency, (i) Capital Invested is calculated using the exchange rate at the time of the investment, (ii) Unrealized Value is calculated using the exchange rate at the period end and (iii) Realized Value reflects actual U.S. dollar proceeds to the fund.
(1) Vintage Year represents the year in which the fund consummated its first investment (or, if earlier, received its first capital contributions from investors). For platforms other than Credit, for consistency with prior reporting, however, the Vintage Year classification of any fund that held its initial closing before 2018 represents the year of such fund’s initial closing.
(2) Capital Committed represents the amount of inception-to-date commitments a particular fund has received. Certain of our newer vintage funds are actively fundraising and capital committed is subject to change.
(3) Capital Invested represents cash outlays by the fund for its investments, whether funded through investor capital contributions or borrowing under the fund’s credit facility. For Credit funds, Capital Invested represents inception-to-date investor contributed capital net of returned contributions, excluding borrowings under the fund’s credit facility.
(4) Realized Value represents total cash received or earned by the fund in respect of such investment or investments through the period end, including all interest, dividends and other proceeds. For Credit funds, Realized Value represents inception-to-date capital distributed by the fund, including any performance distributions net of recalled distributions, if any.
(5) Unrealized Value, with respect to an investment in a publicly traded security, is based on the closing market price of the security as of the period end on the principal exchange on which the security trades, as adjusted by the general partner for any restrictions on disposition. Unrealized Value, with respect to an investment that is not a publicly traded security, represents the general partner’s estimate of the unrealized fair value of the fund’s investment. Unrealized Value, with respect to Credit funds, represents the ending NAV for such fund, which is the period end ending capital balances of the investors and general partner. Valuations entail a degree of subjectivity, and therefore actual value may differ from such estimated value and these differences may be material and adverse. Except as otherwise noted, valuations are as of the period end.
(6) Total Value is the sum of Realized Value and Unrealized Value of investments.
(7) Gross internal rate of return (“Gross IRR”) and Gross multiple of money (“Gross MoM”) represent investment level performance by the fund and incorporates the impact of fund level credit facilities, to the extent utilized by the fund. Gross IRR and Gross MoM exclude management fees, fund expenses (other than interest expense and other fees arising from amounts borrowed under the fund’s credit facility to fund investments) and performance allocations. Gross IRR is the discount rate at which (i) the present value of all Capital Invested in an investment or investments is equal to (ii) the present value of all realized and unrealized returns from such investment or investments.
(8) Net IRR represents the compound annualized return rate (i.e., the implied discount rate) of a fund, which is calculated using investor cash flows in the fund, including cash received from capital called from investors, cash distributed to investors and the investors’ ending capital balances as of the period end. Net IRR is the discount rate at which (i) the present value of all capital contributed by investors to the fund (which excludes, for the avoidance of doubt, any amounts borrowed by the fund in lieu of calling capital) is equal to (ii) the present value of all cash distributed to investors and the investors’ ending capital balances.
(9) Net MoM represents the multiple-of-money on contributions to the fund by investors. Net MoM is calculated as the sum of cash distributed to investors and the investors’ ending capital balances as of the period end, divided by the amount of capital contributed to the fund by investors (which amount excludes, for the avoidance of doubt, any amounts borrowed by the fund in lieu of calling capital).
(10) Total Return represents net performance data for investors (excluding certain classes/series with special fee arrangements), net of all expenses including actual quarterly management fees payable by the fund and the accrual of carried interest to the general partner.
(11) The Rise Climate Global South Fund excludes a $500 million commitment ($473 million of which was closed as of June 30, 2026) from ALTÉRRA Transformation LP made to a separate vehicle for purposes of deploying catalytic capital in connection with investments located in the Global South made by the Rise Climate II Fund and the Rise Climate Global South Fund.
(12) Unless otherwise specified, the fund performance information presented above for certain funds is, due to the nature of their strategy, as of March 31, 2026.
(13) Each TPG Direct Lending fund is comprised of four vehicles: onshore levered, onshore unlevered, offshore levered and offshore unlevered. Capital Committed, Capital Invested, Realized Value, Unrealized Value and Total Value for each fund are presented on a consolidated basis across the four vehicles. Performance metrics are presented only for the onshore levered vehicle of each fund. The Net IRRs and Net MoMs for TPG Direct Lending funds on a consolidated basis were: (i) for the onshore unlevered vehicles, 7% and 1.3x, (ii) for the offshore levered vehicles, 9% and 1.3x and (iii) for the offshore unlevered vehicles, 7% and 1.2x.
(14) Japanese-Yen denominated fund. Commitments, Capital Invested and Realized Value are calculated using the exchange rate at the end of the quarter in which the relevant commitment was made or transaction occurred, as applicable.
(15) Includes Euro denominated fund entity with Commitments, Capital Invested and Realized Value calculated using the exchange rate at the end of the quarter in which the relevant commitment was made or transaction occurred, as applicable. Performance metrics only reflects capital committed in U.S. dollars, which represents the majority of capital committed to each fund. Net IRR and Net MoM were: (i) for the euro-denominated vehicle of Europe Realty III, (4%) and 0.9x and (ii) for the euro-denominated vehicle of Europe Realty IV, 2% and 1.0x
(16) Total Return includes onshore investors participating directly through the master fund and investors through the offshore vehicle. Total Return for the offshore vehicle was 5%.
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(17) Total Returns for onshore funds only. Total Returns for the offshore vehicles were: (i) for the MVP Fund, 11%, (ii) for ABC Evergreen, 20%, (iii) for MMDL Offshore Evergreen, 9%, and (iv) for Dynamic Credit Income Fund (formerly Super Fund), 8%. MMDL Lux Offshore was recently launched and does not yet have a meaningful Total Return.
(18) Total Return is calculated as the change in NAV per share during the period, plus distributions per share (assuming dividends and distributions are reinvested) divided by the beginning NAV per share. Inception-to-date figures for Class I, Class D and Class S shares use the initial offering price per share as the beginning NAV. Total Return presented is for Class I and is prior to the impact of any potential upfront placement fees. An investment in TCAP is subject to a maximum upfront placement fee of 1.5% for Class D and 3.5% for Class S, which would reduce the amount of capital available for investment, if applicable. There are no upfront placement fees for Class I shares. Total Return has been annualized for periods less than or greater than one year.
(19) T-POP blended Total Return reflects a per unit return based on Class I and Class R-I, including reinvestment of any dividends received during the period (if applicable), and no upfront selling commission, net of all fees and expenses incurred by T-POP. Blended Total Return for Class S and R-S is 33%.
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Liquidity and Capital Resources
We have historically derived revenues primarily from third-party assets under management and have required limited capital resources to support the working capital or operating needs of our business. We believe that our current sources of liquidity described below are sufficient to meet our projected capital needs and other obligations as they arise for at least the next twelve months. To the extent that our current liquidity is insufficient to fund future activities, we may need to raise additional funds. In the future, we may attempt to raise additional capital through the sale of equity securities or through debt financing arrangements. If we raise additional funds by issuing equity securities, the ownership of our existing investors will be diluted. The incurrence of additional debt financing would result in incremental debt service obligations, and any future instruments governing such debt could include operating and financial covenants that could restrict our operations.
As of June 30, 2026, our total liquidity was $2,899.7 million, comprised of $944.7 million of cash and cash equivalents, excluding $13.2 million of restricted cash, as well as $1,625.0 million, $30.0 million and $300.0 million of incremental borrowing capacity under the Senior Unsecured Revolving Credit Facility, Subordinated Credit Facility and 364-Day Credit Facility, respectively. Total cash of $957.8 million as of June 30, 2026 includes $191.9 million of cash that is attributable to the TPG Operating Group and on balance sheet securitization vehicles.
Sources of Liquidity
We have multiple sources of liquidity to meet our capital needs, including:
• cash generated by our operating activities, such as management fees, monitoring, transaction and other fees, realized capital allocation-based income and investment sales from our consolidated funds;
• cash received from investing activities, including amounts received from notes receivable from affiliates; and
• cash received from our financing activities, including cash and funds available under our credit facilities.
Cash, Cash Equivalents and Restricted Cash
Our consolidated cash, cash equivalents and restricted cash totaled approximately $957.8 million at June 30, 2026.
Credit Facilities
Senior Unsecured Revolving Credit Facility
In March 2011, TPG Holdings, L.P. entered into a $400.0 million credit facility. As of June 30, 2026, the Senior Unsecured Revolving Credit Facility, as currently amended, had aggregate revolving commitments of $1.75 billion and a maturity date of May 30, 2030.
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%. We are also required to pay a quarterly commitment fee on the unused commitments under the Senior Unsecured Revolving Credit Facility not to exceed 0.15% per annum, as well as certain customary fees for any issued letters of credit.
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Senior Notes
The Notes Issuer has issued Senior Notes, on which interest is payable semi-annually, as discussed below. The Senior Notes will mature on the maturity dates discussed below, unless earlier accelerated, redeemed or repurchased. The 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 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.
2031 Senior Notes: On February 26, 2026, the Notes Issuer issued in an SEC-registered offering $500.0 million aggregate principal amount of Senior Notes due 2031. The 2031 Senior Notes bear interest at a rate of 4.875% per annum, which is payable semiannually in arrears on May 15 and November 15 of each year, beginning on November 15, 2026.
2036 Senior Notes : On August 14, 2025, the Notes Issuer issued in an SEC-registered offering $500.0 million aggregate principal amount of Senior Notes due 2036. The 2036 Senior Notes bear interest at a rate of 5.375% per annum, which is payable semi-annually in arrears on January 15 and July 15 of each year, beginning on January 15, 2026.
2034 Senior Notes : On March 5, 2024, the Notes Issuer issued in an SEC-registered offering $600.0 million aggregate principal amount of Senior Notes due 2034. The 2034 Senior Notes bear interest at a rate of 5.875% per annum, which is payable semi-annually in arrears on March 5 and September 5 of each year, beginning on September 5, 2024.
The payment of the principal of, premium, if any, and interest on the Senior Notes and the payment of any Senior Notes guarantee will:
• rank equally in right of payment with all existing and future unsecured and unsubordinated indebtedness, liabilities and other obligations of the Notes Issuer or the relevant Guarantor, including indebtedness under the Amended Senior Unsecured Revolving Credit Facility;
• rank senior in right of payment to all existing and future subordinated indebtedness, liabilities and other obligations of the Notes Issuer or the relevant Guarantor;
• be effectively subordinated to all existing and future secured indebtedness of the Notes Issuer or the relevant Guarantor, to the extent of the value of the assets securing such indebtedness; and
• be effectively subordinated in right of payment to all existing and future indebtedness, liabilities and other obligations of each subsidiary of the Issuer or the relevant Guarantor that is not itself the Notes Issuer or a Guarantor.
Subordinated Notes
On March 4, 2024, the Notes Issuer issued in an SEC-registered offering $400.0 million aggregate principal amount of Fixed-Rate Junior Subordinated Notes due 2064. The Subordinated Notes bear interest at a rate of 6.950% per annum, which is 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 interest payments for up to five consecutive years. The Subordinated Notes are unsecured, subordinated, and fully guaranteed by the Guarantors. The Subordinated Notes will mature on March 15, 2064, unless earlier accelerated, redeemed or repurchased. The Subordinated Notes may be redeemed at the Notes Issuer’s option (i) in whole at any time or in part from time to time on or after March 15, 2029 at a redemption price equal to their principal amount plus any accrued and unpaid interest, (ii) upon occurrence of a Tax Redemption Event, as defined in the Subordinated Notes’ First Supplemental Indenture, at a price equal to 100% of their principal amount plus any accrued and unpaid interest or (iii) in whole, but not in part, at any time prior to March 15, 2029, upon the occurrence of a Rating Agency Event, as defined in the Subordinated Notes’ First Supplemental Indenture, at a price equal to 102% of their principal amount plus any accrued and unpaid interest. The Subordinated Notes contain certain covenants as set forth in the Subordinated Notes’ Indenture and First Supplemental Indenture, 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.
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The payment of the principal of, premium, if any, and interest on the Subordinated Notes and the payment of any Subordinated Notes guarantee will:
• be subordinate and rank junior in right of payment to all existing and future senior indebtedness, including indebtedness under the Senior Unsecured Revolving Credit Facility;
• rank equally in right of payment with all existing and future parity indebtedness;
• be effectively subordinated to all existing and future secured indebtedness of the Notes Issuer or the relevant Guarantor, to the extent of the value of the assets securing such indebtedness; and
• be effectively subordinated in right of payment to all existing and future indebtedness, liabilities and other obligations (including policyholder liabilities and other payables) of each subsidiary of the Notes Issuer or the relevant Guarantor that is not itself the Notes Issuer or a Guarantor.
Secured Notes
As of June 30, 2026, we had $250.0 million aggregate principal amount of Secured Notes outstanding. Issued through on-balance sheet securitization vehicles, these Secured Notes are repaid solely from collections on underlying equity method investments and restricted cash. The Secured Notes consist of two tranches, both of which mature in June 2038, with interest payable semiannually: (i) Tranche A Secured Notes, issued in May 2018 at a fixed rate of 5.33%, with an aggregate principal balance of $200.0 million and (ii) Tranche B Secured Notes, issued in October 2019 at a fixed rate of 4.75%, with an aggregate principal balance of $50.0 million. The Secured Notes contain an optional redemption feature giving us the right to call the notes in full or in part. If the Secured Notes are not redeemed by June 20, 2028, the interest rate will increase by 4.00% per annum.
The Secured Notes contain customary covenants and conditions, including negative pledge provisions, default provisions and financial covenants and limitations on certain consolidations, mergers and sales of assets. As of June 30, 2026, we were in compliance with these covenants and conditions.
Subordinated Credit Facility
In August 2014, one of our consolidated subsidiaries entered into two subordinated revolving credit facilities with a total commitment of $30.0 million. The Subordinated Credit Facility is guaranteed by certain members of TPG Operating Group. In August 2025, the subsidiary extended the Subordinated Credit Facility's maturity date from August 2026 to August 2027. Borrowings bear interest at Term Secured Overnight Financing Rate (“SOFR”) plus a 0.10% per annum adjustment and 2.25%.
During the six months ended June 30, 2026, the subsidiary did not borrow or make repayments on the Subordinated Credit Facility, resulting in no amounts outstanding as of June 30, 2026.
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364-Day Credit Facility
On April 14, 2023, a consolidated subsidiary of the Company entered into a 364-day revolving credit facility with Mizuho Bank, Ltd., acting as administrative agent, to provide the subsidiary with revolving borrowings of up to $150.0 million. As currently amended, the 364-Day Credit Facility has revolving commitments in an aggregate principal amount of $300.0 million, with a maturity date of April 7, 2027. Borrowings under the 364-Day Credit Facility bear one of three interest rates depending on the type of drawdown requested. Alternate Base Rate (“ABR”) loans are denominated in U.S. Dollars and subject to a variable interest rate computed daily as the higher of the Federal Funds Rate plus 0.50% or the one-month Term SOFR plus 1.00%, plus an applicable margin of between 1.00% and 2.00%, depending on the loan term. Term Benchmark loans may be denominated in U.S. Dollars or Euros, and are subject to a fixed interest rate based on SOFR for a period comparable to the term of the loan in effect two business days prior to the date of borrowing, plus an applicable margin of between 2.00% and 3.00% depending on the loan term. Risk-Free Rate (“RFR”) loans are denominated in Sterling and subject to a fixed interest rate computed daily as the Sterling Overnight Index Average (“SONIA”) in effect five business days prior to the date of borrowing, plus an applicable margin of between 2.00% and 3.00%, depending on the loan term. The subsidiary is also required to pay a quarterly facility fee equal to 0.30% per annum of the $300.0 million total facility capacity, as well as certain customary fees for any issued loans.

In connection with the facility, the Company entered into an equity commitment letter, committing to provide capital contributions, if and when required, to the subsidiary throughout the life of the facility.
During the six months ended June 30, 2026, the subsidiary borrowed $116.0 million and made repayments of $116.0 million on the 364-Day Credit Facility, resulting in no amounts outstanding as of June 30, 2026.
Our Liquidity Needs
We expect that our primary liquidity needs include cash required to:
• support our working capital needs;
• fund cash operating expenses, including compensation and contingencies, including for clawback obligations or litigation matters;
• service debt obligations, including the payment of obligations at maturity, on interest payment dates or upon redemption, as well as any contingent liabilities that may give rise to future cash payments;
• continue growing our businesses, including seeding new strategies, pursuing strategic investments or acquisitions, funding our capital commitments made to existing and future funds and co-investments, meeting any net capital requirements of our broker-dealer or funding obligations of our capital markets business and otherwise supporting investment vehicles that we sponsor;
• pay amounts that may become due under the Tax Receivable Agreement;
• pay earnouts and contingent cash consideration associated with our acquisitions;
• pay cash dividends in accordance with our dividend policy for our Class A common stock;
• warehouse investments or seed portfolios for the benefit of one or more of our funds or other investment vehicles pending the expected contribution of committed capital by the investors in such vehicles and advance capital to them for other operational needs;
• manage risk retention for CLOs;
• address capital needs of regulated and other subsidiaries, including our broker-dealer;
• settle tax withholding obligations in connection with net share settlements of equity-based awards; and
• exchange Common Units pursuant to the Exchange Agreement or repurchase or redeem other securities issued by us.
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Contractual Obligations
In the ordinary course of business, we enter into contractual arrangements that require future cash payments. The following table sets forth information regarding our anticipated future cash payments under our contractual obligations as of June 30, 2026 (in thousands):

Payments Due by Period
Total 2026 2027 2028 2029 2030 2031 and Thereafter
Debt obligations (1)
$ 2,375,000  $ —  $ —  $ —  $ —  $ 125,000  $ 2,250,000 
Interest on debt obligations (2)
2,017,951  72,021  135,794  140,794  145,794  141,810  1,381,738 
Capital commitments (3)
701,025  701,025  —  —  —  —  — 
Operating lease obligations (4)
957,807  (9,623) 85,972  83,378  80,865  75,932  641,283 
Repurchase agreements 84,880  4,209  9,804  46,112  18,137  2,821  3,797 
Total contractual obligations $ 6,136,663  $ 767,632  $ 231,570  $ 270,284  $ 244,796  $ 345,563  $ 4,276,818 

_________________
(1) Debt obligations presented in the table reflect scheduled principal payments related to the Secured Notes, 2034 Senior Notes, 2036 Senior Notes, 2031 Senior Notes, Subordinated Notes and Senior Unsecured Revolving Credit Facility.
(2) Estimated interest payments on our debt obligations include estimated future interest payments based on the terms of the debt agreements. See Note 8 to the Condensed Consolidated Financial Statements for further discussion of these debt obligations.
(3) Capital commitments represent our obligations to provide general partner capital funding to the TPG funds. These amounts are generally due on demand, and accordingly, have been presented as obligations payable in the “2026” column. We generally utilize proceeds from return of capital distributions and proceeds from our Secured Notes to help fund these commitments.
(4) Net of tenant improvement allowances. Operating lease cash flows for 2026 include a net inflow resulting from expected tenant improvement allowance receipts.
Additional Contingent Obligations
As of June 30, 2026 and December 31, 2025, if all investments held by the TPG funds were liquidated at their current unrealized fair value, there would be clawback of $6.8 million and $7.9 million, respectively, primarily related to Asia V, for which a performance allocation reserve was recorded within other liabilities in the Condensed Consolidated Statements of Financial Condition. During the six months ended June 30, 2026, the general partners made no payments on the clawback liability. Additionally, if all remaining investments were deemed worthless, a possibility management views as remote, the amount of performance allocations subject to potential clawback as of June 30, 2026 and December 31, 2025 would be $2,635.8 million and $2,456.5 million, respectively.
As of June 30, 2026 and December 31, 2025, we had guarantees outstanding totaling $115.2 million and $168.4 million, respectively, related to a third-party lending program that enables certain of our eligible employees to obtain financing for capital contributions into TPG funds with a maximum potential exposure of $376.0 million and $348.7 million, respectively.
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Dividends
The table below presents information regarding the quarterly dividends on the Class A common stock, which were made at the sole discretion of our Executive Committee and Board of Directors.

Date Declared Record Date Payment Date Dividend per Class A Common Share

May 7, 2025 May 19, 2025 June 2, 2025 $ 0.41
August 6, 2025 August 18, 2025 September 2, 2025 0.59
November 4, 2025 November 14, 2025 December 1, 2025 0.45
February 5, 2026 February 19, 2026 March 5, 2026 0.61
Total 2025 Dividend Year (through Q4 2025) $ 2.06

May 1, 2026 May 11, 2026 May 26, 2026 $ 0.59
August 4, 2026 August 14, 2026 August 28, 2026 0.59
Total 2026 Dividend Year (through Q2 2026) $ 1.18

Tax Receivable Agreement
The future exchanges by owners of Common Units for cash from a substantially concurrent public offering, reorganization or private sale (based on the price per share of the Class A common stock on the day before the pricing of such public offering or private sale) or, at our election, for shares of our Class A common stock on a one-for-one basis (or, in certain cases, for shares of nonvoting Class A common stock) are expected to produce or otherwise deliver to us favorable tax attributes that can reduce our taxable income. We (and our wholly-owned subsidiaries) are a party to a tax receivable agreement, under which generally we (or our wholly-owned subsidiaries) are required to pay the beneficiaries of the Tax Receivable Agreement 85% of the applicable cash savings, if any, in U.S. federal, state and local income tax that we actually realize or, in certain circumstances, are deemed to realize as a result of the Covered Tax Items. We generally retain the benefit of the remaining 15% of the applicable tax savings. The payment obligations under the Tax Receivable Agreement are obligations of TPG Inc. (or our wholly-owned subsidiaries), and we expect that the payments we will be required to make under the Tax Receivable Agreement will be substantial.
Pursuant to the Exchange Agreement, certain holders of Common Units, including certain partners and employees, are authorized to exchange Common Units for an equal number of shares of Class A common stock. During the years ended December 31, 2025 and 2024, certain holders of Common Units exchanged Common Units for an equal number of shares of Class A common stock resulting in the issuance of shares of Class A common stock and the cancellation of an equal number of shares of Class B common stock for no additional consideration. Such issuances of shares of Class A common stock to such holders of Common Units were registered pursuant to the Company’s registration statements on Form S-3 filed on November 2, 2023 and September 13, 2024. For the periods ended June 30, 2026 and December 31, 2025, the following Common Units were exchanged for Class A common stock:

Exchange Date Class A Common Stock Issued

2025 Exchanges (a)

February 24, 2025 9,786,354
May 21, 2025 21,000,000
August 19, 2025 5,153,040

2026 Exchange (a)

May 29, 2026 6,042,619

_________________
(a) The issuances of shares of Class A common stock to such holders of Common Units were registered pursuant to the Company’s registration statements on Form S-3 filed on November 2, 2023 and September 13, 2024
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These exchanges resulted in an increase in the tax basis of our investment in the TPG Operating Group and are subject to the Tax Receivable Agreement. During the six months ended June 30, 2026, the Company made payments of $29.9 million in connection with the liability associated with the Tax Receivable Agreement. A portion of this liability is attributed to Related Parties and is recorded in due to affiliates and the remaining portion attributable to non-affiliates is recorded in other liabilities. As of June 30, 2026 and December 31, 2025, the portion included in due to affiliates in the Condensed Consolidated Statements of Financial Condition, was $508.0 million and $495.1 million, respectively. As of June 30, 2026 and December 31, 2025, amounts due to non-affiliates included in other liabilities were $340.2 million and $316.5 million, respectively.
Net Cash Flows
The following table presents a summary of our cash flows for the periods presented:

Six Months Ended June 30,
2026 2025

($ in thousands)
Net cash provided by operating activities $ 524,234  $ 584,055 
Net cash used in investing activities (535,721) (9,431)
Net cash provided by (used in) financing activities 130,830  (270,616)
Effect of exchange rate changes $ (787) $ — 
Net change in cash, cash equivalents and restricted cash $ 118,556  $ 304,008 
Cash, cash equivalents and restricted cash, beginning of period 839,271  821,192 
Cash, cash equivalents and restricted cash, end of period $ 957,827  $ 1,125,200 

Operating Activities
Net cash provided by operating activities was $524.2 million and $584.1 million for the six months ended June 30, 2026 and 2025, respectively. Key drivers consisted of performance allocation and investment proceeds totaling $1,001.6 million, partially offset by purchases of investments of $588.3 million, as well as other changes in operating assets and liabilities during the six months ended June 30, 2026. Cash provided by operating activities consisted of performance allocation and investment proceeds totaling $1,041.2 million, partially offset by other changes in operating assets and liabilities for the six months ended June 30, 2025.
Investing Activities
Net cash used in investing activities totaled $535.7 million and $9.4 million during the six months ended June 30, 2026 and 2025, respectively. Cash used in investing activities was primarily related to the purchase of Jackson common stock as described in Note 4 to the Condensed Consolidated Financial Statements and purchases of fixed assets. Cash used in investing activities during the six months ended June 30, 2025 was primarily related to the purchases of fixed assets.
Financing Activities
Net cash provided by financing activities was $130.8 million for the six months ended June 30, 2026, compared to net cash used in financing activities of $270.6 million for the six months ended June 30, 2025. During the six months ended June 30, 2026, cash provided by financing activities was primarily driven by the issuance of the 2031 Senior Notes in February 2026 and contributions from holders of non-controlling interests, partially offset by the payments of dividends and distributions to our Class A common stockholders and to holders of non-controlling interests in subsidiaries and withholding taxes paid on net settlement of equity-based awards. During the six months ended June 30, 2025, cash used by financing activities was primarily related to the payments of dividends and distributions to our Class A common stockholders and to holders of non-controlling interests in subsidiaries and withholding taxes paid on net settlement of equity-based awards, partially offset by the proceeds from the Senior Unsecured Revolving Credit Facility.
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Supplemental Guarantor Financial Information
The Subordinated Notes issued by the Notes Issuer are guaranteed on a junior, unsecured basis by the Guarantors, and the Senior Notes issued by the Notes Issuer are guaranteed on a senior, unsecured basis by the Guarantors. As used herein, “Obligor Group” means the Notes Issuer and the Guarantors on a combined basis. The Guarantors fully and unconditionally guarantee payments of principal, premium, if any, and interest (i) on the Subordinated Notes on a subordinated, unsecured basis and (ii) on the Senior Notes on a senior, unsecured basis. See Note 8 of the Condensed Consolidated Financial Statements for further discussion on these debt obligations.
The Obligor Group entities are holding companies in which the primary assets are the ownership interests in certain consolidated subsidiaries. Accordingly, the Obligor Group has no independent means of generating revenue or cash flow, and its ability to service its debt and guarantee obligations depends upon the results of operations and cash flows of its consolidated subsidiaries. As of June 30, 2026 and December 31, 2025, the Obligor Group held investments in its non-guarantor subsidiaries of $4.7 billion and $3.4 billion, respectively, and recognized income from investments in its non-guarantor subsidiaries of $0.7 billion for the six months ended June 30, 2026. In addition, in connection with any distribution by the consolidated subsidiaries, the Obligor Group would only receive its proportionate share of such distribution.
The following summarized financial information is provided in accordance with the reporting requirements of Rule 13-01 under SEC Regulation S-X for the Obligor Group and is not intended to present the financial position or results of operations of the Obligor Group in accordance with U.S. GAAP. The tables present summarized financial information of the Obligor Group on a combined basis after elimination of intercompany transactions and balances within the Obligor Group as of June 30, 2026 and December 31, 2025 and for the six months ended June 30, 2026.

June 30, 2026 December 31, 2025

($ in thousands)
Summarized Obligor Group Assets and Liabilities
Assets, less receivables from non-guarantor subsidiaries $ 1,619,199  $ 1,250,242 
Due from related parties, excluding non-guarantor subsidiaries 2,505  459 
Due from non-guarantor subsidiaries 150,934  157,758 
Liabilities, less payables to non-guarantor subsidiaries 2,576,138  1,964,844 
Due to related parties, excluding non-guarantor subsidiaries 525,835  511,968 
Due to non-guarantor subsidiaries 17,790  27,508 

Non-controlling interests in Obligor Group Assets and Liabilities (743,352) (633,381)

Six Months Ended June 30, 2026
($ in thousands)
Summarized Obligor Group Revenues, Net Income (Loss) and Non-Controlling Interests
Revenues from Obligor Group $ (14,745)
Net loss from Obligor Group's revenues and expenses (101,559)
Net loss attributable to non-controlling interests associated with Obligor Group's revenues and expenses (40,228)

Off-Balance Sheet Arrangements
We have not entered into any off-balance sheet arrangements, as defined in Regulation S-K.
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Critical Accounting Estimates
There has been no material change to our critical accounting estimates disclosed in our Annual Report. We prepare our Condensed Consolidated Financial Statements in accordance with U.S. GAAP. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of revenues, expenses, assets, and liabilities and disclosure of contingent assets and liabilities in our financial statements. We regularly assess these estimates; however, actual amounts could differ from those estimates. The impact of changes in estimates is recorded in the period in which they become known. For a description of our accounting policies, see Note 2, “Summary of Significant Accounting Policies,” to the Condensed Consolidated Financial Statements included elsewhere in this report and for a discussion of our policies and estimates, see “Item 2.—Management’s Discussion and Analysis of Financial Condition and Results of Operation” in our Annual Report on Form 10-K for the year ended December 31, 2025.

Item 3. Quantitative and Qualitative Disclosures About Market Risk
Our exposure to market risks primarily relates to our role as investment advisor or general partner to our TPG funds and the impact of movements in the underlying fair value of their investments. Except for the item disclosed below, there was no material change in our market risks during the three months ended June 30, 2026. For additional information, refer to our Annual Report on Form 10-K for the year ended December 31, 2025.

Through March 31, 2026, the functional currency of our international subsidiaries was the U.S. dollar. On April 1, 2026, we changed the functional currency of certain of our international subsidiaries from the U.S. dollar to the local currency. The change in the functional currency did not have a material impact on the Condensed Consolidated Financial Statements. See Note 2 of the Condensed Consolidated Financial Statements for further discussion on the change in functional currency.

Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) are designed to ensure that information required to be disclosed by us in reports we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the appropriate time periods, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely discussions regarding required disclosure.
In designing and evaluating our disclosure controls and procedures, management recognizes that any disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
We, under the supervision of and with participation of our management, including our Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the design and operation of our disclosure controls and procedures were effective as of June 30, 2026.
Changes in Internal Control Over Financial Reporting
During the quarter ended June 30, 2026, we implemented a new enterprise resource planning (“ERP”) system. The new ERP replaced our previous ERP including our accounting system and general ledger. As a result of this implementation, we modified certain existing controls and implemented new controls and procedures related to the new ERP system to maintain appropriate internal control over financial reporting during and after the system change.
Other than the ERP implementation described above, there were no changes in our internal control over financial reporting during the quarter ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION

Item 1. Legal Proceedings
From time to time, we are involved in litigation and claims incidental to the conduct of our business. Our business is also subject to extensive regulation, which may result in regulatory proceedings against us. See “Item 1A.—Risk Factors—Risks Related to Our Industry—Extensive regulation of our businesses affects our activities and creates the potential for significant liabilities and penalties. Increased regulatory focus on the alternative asset industry or legislative or regulatory changes could result in additional burdens and expenses on our business” in our Annual Report. We are not currently subject to any pending legal (including judicial, regulatory, administrative or arbitration) proceedings that we expect to have a material impact on our Condensed Consolidated Financial Statements. However, given the inherent unpredictability of these types of proceedings, an adverse outcome in certain matters could have a material effect on TPG’s financial results in any particular period. See Note 12, “Commitments and Contingencies,” to the Condensed Consolidated Financial Statements.

Item 1A. Risk Factors
For a discussion of our potential risks and uncertainties, see the information under “Item 1A.––Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.

Item 3. Defaults Upon Senior Securities
Not applicable.

Item 4. Mine Safety Disclosures
Not applicable.

Item 5. Other Information
Not applicable .

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Item 6. Exhibits
The following is a list of all exhibits filed or furnished as part of this report:
Exhibits are included below.
Exhibit No.
Description

3.1*
Restated Certificate of Incorporation of TPG Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on November 13, 2023).

3.2*
Certificate of Amendment of Restated Certificate of Incorporation of TPG Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on June 6, 2024).

3.3* Amended and Restated Bylaws of TPG Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed on June 12, 2023).

22.1* List of Notes Issuer and Guarantor Subsidiaries, Se nior and Subordinated Notes (inc orporated by reference to Exh ibit 22.1 to the Company ’ s Quarterly Report on Form 10-Q, filed on May 1, 2026) .

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

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

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

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

101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH Inline XBRL Taxonomy Extension Schema Document.

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

_________________
* Incorporated by reference

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Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: August 4, 2026

/s/ Axel André
Axel André
Chief Financial Officer (Principal Financial Officer and Authorized Signatory)

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