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Item 1. Business

2024-02-23 compared with 2023-02-24 · 224 added, 260 removed, 321 unchanged (60% of the section changed)

TPG is a leading global alternative asset manager with $221.6 billion in assets under management (“AUM”) as of December 31, 2023.

We have built our firm through over 30 years of successful innovation and organic growth, and we believe that we have delivered attractive risk-adjusted returns to our clients and established a premier investment business focused on the fastest-growing segments of both the alternative asset management industry and the global economy.

We have built our firm through more than 30 years of successful innovation and growth, and believe that we have delivered attractive risk-adjusted returns to our clients and established a premier investment business focused on the fastest-growing segments of both the alternative asset management industry and the global economy.

We believe that we have a distinctive business approach as compared to other alternative asset managers and a diversified, innovative array of investment platforms that position us well to continue generating sustainable growth across our business.

From inception through December 31, 2022, our traditional private equity funds have generated a 22% gross IRR and a 14% net IRR.

We primarily invest in complex asset classes such as private equity, real estate and public market strategies, which is distinct from most other asset managers that invest only in traditional asset classes such as stocks, bonds or commodities.

We primarily invest in complex asset classes such as private equity, credit, real estate and public market strategies, which is distinct from most other asset managers that invest only in traditional asset classes such as stocks, bonds or commodities.

We have constructed a high-quality base of assets under management within highly attractive sub-segments of the alternative asset management industry.

The strength of our investment performance and our ability to innovate within our business have led to consistent historical growth in our assets under management, all on a scaled infrastructure that gives our business a high degree of operating leverage.

The strength of our investment performance, our ability to innovate within our business and our focus on strategic, inorganic growth has led to consistent historical growth in our assets under management, all on a scaled infrastructure that gives our business a high degree of operating leverage.

From 2019 to December 31, 2023, our assets under management have grown 160.7% from $85.0 billion to $221.6 billion.

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($ in Billions)

As of December 31, 2022, we employed approximately 1,110 people, including more than 380 investment and operations professionals, in offices across 8 countries providing us with a substantial global footprint and network.

As of December 31, 2023, we employed approximately 1,850 people, including over 650 investment and operations professionals, in offices across 16 countries, providing us with a substantial global footprint and network.

Our investment and operations professionals are organized into industry sector teams, which share investment themes across platforms to drive firmwide pattern recognition.

Through multiple decades of experience, we have developed an ecosystem of insight, engagement and collaboration across our platforms and products, which currently include more than 300 active portfolio companies headquartered in more than 30 countries.

Our firm consists of five multi-product investment platforms:

(1) Capital, (2) Growth, (3) Impact, (4) Real Estate and (5) Market Solutions.

We have developed our investment platforms organically over time as we have identified areas where our track record and thematic depth provide opportunities to create differentiated solutions to address market needs.

Through multiple decades of experience, we have developed an ecosystem of insight, engagement and collaboration across our platforms and products, which currently include over 300 active portfolio companies, over 300 real estate properties and over 5,000 credit positions across more than 30 countries.

Our firm consists of six multi-strategy investment platforms:

(1) Capital, (2) Growth, (3) Impact, (4) TPG Angelo Gordon, (5) Real Estate and (6) Market Solutions.

We have developed our investment platforms organically over time by identifying areas where our track record and thematic depth provide opportunities to create differentiated solutions to address market needs.

We have also grown inorganically, including through our acquisition on November 1, 2023 of Angelo Gordon, an alternative investment firm focused on credit and real estate investing.

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AUM as of December 31, 2023.

Our Capital platform is focused on large-scale, control-oriented private equity investments.

Since inception, our Capital platform has invested over $87 billion and has created more than $80 billion of value, achieving a gross IRR of 23% and a net IRR of 15%.

In the last 12 months, the platform has generated value creation of 12%.

Our Capital platform funds are organized in four primary products:

(1) TPG Capital, (2) TPG Asia, (3) TPG Healthcare Partners and (4) Continuation Vehicles.

TPG Capital is our North America and Europe-focused private equity investing business, with $37.2 billion in assets under management and 78 investment professionals around the world.

The following table presents certain data about our Capital platform as of December 31, 2023 (dollars in billions):

AUM Fee-earning AUM Active Funds Available Capital Investment Professionals

$ 71 $ 39 10 $ 17 130

TPG Capital is our North America and Europe-focused private equity investing business, with $41.8 billion in assets under management and 83 investment professionals around the world as of December 31, 2023.

TPG Capital seeks to invest through leveraged buyouts and large-scale growth equity investments in market leaders with fundamentally strong business models which are expected to benefit from long-term secular growth trends.

We also seek to help our portfolio companies accelerate their growth under our ownership through operational improvements, by investing in organic and inorganic growth, and by leveraging our human capital team to upgrade or enhance our management teams and boards.

Since inception, TPG Capital has deployed $69.2 billion across ten funds, achieving a gross IRR of 23% and a net IRR of 15%.

In the last 12 months, the product has generated value creation of 16%.

TPG Asia consists of 48 investment professionals focused on pursuing investments in Australia, China, India, Korea and Southeast Asia, with $21.2 billion in assets under management.

TPG Asia consists of 47 investment professionals focused on pursuing investments in the Asia-Pacific region, including Australia, India, Korea and Southeast Asia, with $21.8 billion in assets under management as of December 31, 2023.

Our distributed regional footprint has provided a foundation to pursue the region’s highly attractive investing opportunities with both new and existing products and strategies.

We invest through a variety of transaction structures, including through partnerships with governments, families and large corporations.

Since inception, TPG Asia has deployed $14.2 billion across eight funds, achieving a gross IRR of 21% and a net IRR of 15%.

In the last 12 months, the product has experienced value loss of 1%.

We invest through a variety of transaction structures, including through partnerships with large corporations and families.

TPG Healthcare Partners

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THP provides our limited partners with a dedicated healthcare investment platform that touches all areas of healthcare, including providers, payors, pharmaceuticals, medical devices and healthcare technology.

THP has deployed $2.7 billion across two funds since inception and, in the last 12 months, has generated value creation of 4%.

Continuation Vehicles

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Our Growth platform provides us with a flexible mandate to capitalize on investment opportunities that are earlier in their life cycle, are smaller in size and/or have different profiles than would be considered for our Capital platform.

Our family of growth funds now accounts for $23.1 billion in assets under management.

Since its inception in 2007, our Growth platform has invested over $16 billion and created more than $13 billion of value, achieving a gross IRR of 21% and a net IRR of 15%.

In the last 12 months, the platform has generated value creation of 3%.

Our Growth funds are organized in three primary products:

(1) TPG Growth, (2) TPG Tech Adjacencies and (3) TPG Digital Media.

TPG Growth is our dedicated growth equity and middle market investing product, with $14.5 billion in assets under management and 44 dedicated investment professionals.

Our Growth funds are organized in four primary products:

(1) TPG Growth, (2) TPG Tech Adjacencies, (3) TPG Digital Media and (4) TPG Life Sciences Innovation.

The following table presents certain data about our Growth platform as of December 31, 2023 (dollars in billions):

AUM Fee-earning AUM Active Funds Available Capital Investment Professionals

$ 27 $ 12 10 $ 5 47

TPG Growth is our dedicated growth equity and middle market investing product, with $17.0 billion in assets under management and 47 dedicated investment professionals as of December 31, 2023.

TPG Growth seeks to make growth buyout and growth equity investments, primarily in North America and India.

Since inception, TPG Growth has deployed $13.4 billion across six funds and related vehicles, achieving a gross IRR of 21% and a net IRR of 15%.

In the last 12 months, the product has generated value creation of 4%.

TPG Tech Adjacencies

TPG Tech Adjacencies, or “TTAD”, is a product we developed organically to pursue minority structured investments in internet, software, digital media and other technology sectors.

TPG Tech Adjacencies, or “TTAD”, with $6.7 billion in assets under management as of December 31, 2023, is a product we developed organically to pursue minority and/or structured investments in internet, software, digital media and other technology sectors.

Specifically, TTAD aims to provide flexible capital for founders, employees and early investors looking for liquidity, as well as primary structured equity solutions for companies looking for additional, creative capital for growth.

Since inception, TTAD has deployed $3.1 billion across two funds, achieving a gross IRR of 33% and a net IRR of 25%.

In the last 12 months, the product has generated value creation of 1%.

TPG Digital Media

TPG Digital Media, or “TDM”, is a flexible source of capital to pursue opportunities to invest in digital media.

With $1.9 billion in assets under management, TDM seeks to pursue investments in businesses in which we have the opportunity to capitalize on our long history of studying and pursuing content-centric themes.

Since inception, TDM has deployed $0.4 billion, achieving a gross IRR of 28% and a net IRR of 23%.

In the last 12 months, the product has generated value creation of 21%.

TDM seeks to pursue investments in businesses in which we have the opportunity to capitalize on our long history of studying and pursuing content-centric themes.

TPG Life Sciences Innovation

TPG Life Sciences Innovation, or “LSI”, is a new product which will invest in the life sciences sector in novel therapeutics as well as digital health, medical devices, diagnostics, and tech-enabled services.

LSI will invest across different therapeutic areas and stages from company creation to IPO, and will leverage TPG’s broad experience in the healthcare sector.

Our multi-fund Impact platform pursues both competitive financial returns and measurable societal benefits at scale, harnessing the diverse skills of a differentiated group of stakeholders:

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A public benefit organization that is wholly owned by TPG and which we founded to provide impact research and rigorous assessment measures for impact investments, and today functions as TPG’s firm-wide ESG and impact performance arm.

• The Global Advisory Board (Founders Board):

• The TPG Rise Global Advisory Board:

A group of experienced investors and global thought leaders with a deep personal and professional commitment to driving social and environmental change.

• The Climate Coalition:

• The TPG Rise Climate Coalition:

A partnership between TPG and 28 leading global corporations to identify and share best practices for considering climate solutions investment opportunities through TPG Rise Climate.

Based on our investment strategy, we believe our impact investments can deliver profit and positive impact in tandem.

Since inception, our Impact platform has invested over $6 billion and has created more than $2 billion in value, achieving a gross IRR of 25% and a net IRR of 15%.

In the last 12 months, the platform has generated value creation of 3%.

Our Impact platform has $16.4 billion in assets under management.

Our Impact funds are organized in four primary products:

(1) The Rise Fund, (2) TPG Rise Climate, (3) Evercare and (4) TPG NEXT.

(1) The Rise Funds, (2) TPG Rise Climate, (3) Evercare and (4) TPG NEXT.

The following table presents certain data about our Impact platform as of December 31, 2023 (dollars in billions):

AUM Fee-earning AUM Active Funds Available Capital Investment Professionals

$ 19 $ 14 6 $ 5 60

The Rise Funds

The Rise Funds are our dedicated vehicles for investing in companies that generate a demonstrable and significant positive societal impact alongside business performance and strong returns, with approximately $7.5 billion in assets under management and 27 dedicated investment professionals.

The Rise Funds are our dedicated vehicles for investing in companies that generate a demonstrable and significant positive societal impact alongside business performance and strong returns, with $8.7 billion in assets under management and 27 dedicated investment professionals as of December 31, 2023.

The Rise Fund’s core areas of focus include climate and conservation, education, financial inclusion, food and agriculture, healthcare and impact services, and invest globally.

Since inception, The Rise Funds have deployed $4.1 billion across three funds, achieving gross IRR of 26% and a net IRR of 17%.

In the last 12 months, the product has generated value creation of 2%.

TPG Rise Climate

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In addition to committing capital to the fund, the companies joined TPG in forming the TPG Rise Climate Coalition, an effort focused on identifying and sharing best practices for considering investment opportunities, among the corporate group and more broadly across the TPG Impact platform.

TPG Rise Climate’s core areas of focus include clean energy, enabling climate-related solutions, decarbonized transport, greening industrials and agriculture and natural solutions.

The Evercare Health Fund (“Evercare”) is an emerging markets healthcare fund with $0.7 billion in assets under management that is striving to provide affordable, high-quality healthcare in emerging markets.

TPG Rise Climate’s core areas of focus include energy transition, green mobility, sustainable fuels, sustainable materials and products and carbon solutions.

The Evercare Health Fund (“Evercare”) is an emerging markets healthcare fund that is striving to provide affordable, high-quality healthcare in emerging markets.

Evercare’s investments are integrated under a common operating platform, The Evercare Group, an integrated healthcare delivery platform in emerging markets across Africa and South Asia, including India, Pakistan, Bangladesh, Kenya and Nigeria.

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TPG announced the launch of the TPG NEXT fund in 2022 to seed new managers, strengthen their access to capital, offer business building expertise and provide strategic advisory support to talent that is chronically underrepresented in alternative asset management.

TPG NEXT aims to increase the number of diverse-led firms in alternative assets, furthering an effort we began in 2019 with our investments in Harlem Capital, VamosVentures and Landspire.

As of December 31, 2022, TPG NEXT has total commitments of $0.5 billion from an anchor investor.

We established our real estate investing practice in 2009 to pursue real estate investments systematically and build the capabilities to do so at significant scale.

Since inception, our Real Estate platform has grown to $19.5 billion of assets under management, invested over $8.0 billion and created more than $3.0 billion in value, achieving a gross IRR of 24% and a net IRR of 16%.

In the last 12 months, the platform has generated value creation of 2%.

Today, we are investing in real estate through three primary products:

(1) TPG Real Estate Partners, (2) TPG Real Estate Thematic Advantage Core-Plus and (3) TPG RE Finance Trust, Inc.

TPG NEXT began investing in 2023 and aims to increase the number of diverse-led firms in alternative assets, furthering an effort we began in 2019 with our investments in Harlem Capital and VamosVentures.

TPG Angelo Gordon

TPG AG Credit

TPG Angelo Gordon’s alternative credit products (collectively referred to as “TPG AG Credit”) are:

(1) TPG AG Credit Solutions, (2) TPG AG Structured Credit & Specialty Finance, (3) TPG AG Middle Market Direct Lending, (4) TPG AG Collateralized Loan Obligations (“CLOs”), and (5) TPG AG Multi-Strategy.

TPG AG Credit’s capabilities span private and tradeable credit across corporate and asset-backed markets.

The following table presents certain data about our TPG AG Credit platform as of December 31, 2023 (dollars in billions):

AUM Fee-earning AUM Active Funds Available Capital Investment Professionals

$ 60 $ 40 73 $ 7 141

TPG AG Credit Solutions

TPG AG Credit Solutions, with $12.9 billion in assets under management and 21 investment professionals as of December 31, 2023, invests in stressed, distressed and special situation corporate credit opportunities, primarily in North America and Europe, and can dynamically pivot between the public and private markets.

We employ what we believe to be a differentiated, solutions-based approach that is capable of being executed in any market environment.

TPG AG Credit Solutions seeks to align with companies, financial sponsors and business owners and to use its structuring skill and capital base to create bespoke, bilaterally-negotiated financing transactions that help resolve complex and idiosyncratic financial challenges.

TPG AG Credit Solutions funds may also opportunistically invest in securities acquired at what the investment team believes are discounted prices relative to their intrinsic value and offer the potential for contractual income and/or price appreciation.

TPG AG Credit Solutions invests through its Credit Solutions and Essential Housing closed-ended funds, as well as its Corporate Credit Opportunities open-ended fund.

TPG AG Structured Credit & Specialty Finance

TPG AG Structured Credit & Specialty Finance focuses on major non-corporate credit sectors, including consumer, residential and commercial real estate, and specialty lending markets, and also has substantial CLO debt and equity investing capabilities.

TPG AG Structured Credit & Specialty Finance invests through Mortgage Value Partners Fund, an open-ended hedge fund, the Asset Based Credit Fund, a closed-ended fund, separately managed accounts (“SMAs”) and AG Mortgage Investment Trust, Inc.

MITT) (“MITT”), an externally-managed, publicly traded residential mortgage real estate investment trust focused on investing in a diversified risk-adjusted portfolio of residential mortgage-related assets in the U.S.

mortgage market.

As of December 31, 2023, TPG AG Structured Credit & Specialty Finance had $15.8 billion in assets under management and 30 investment professionals.

TPG AG Middle Market Direct Lending

TPG AG Middle Market Direct Lending, Twin Brook Capital Partners, focuses on sourcing, underwriting and actively managing a diversified portfolio of middle market, floating rate, senior secured loans, including revolvers, first lien debt and, opportunistically, second lien debt.

As a direct lender to private equity sponsored middle market companies, the product focuses on opportunities where we can receive a pricing premium relative to broadly syndicated loans and relies on ongoing borrower support from sponsors.

TPG AG Middle Market Direct Lending includes the MMDL closed-ended fund series, as well as a public, non-traded business development company (“BDC”), AG Twin Brook Capital Income Fund

As of December 31, 2023, TPG AG Middle Market Direct Lending had $20.6 billion in assets under management and 70 investment professionals.

TPG AG CLOs, with $8.4 billion in assets under management and 14 investment professionals as of December 31, 2023, invests predominantly in non-investment grade senior secured bank loans.

TPG AG issues U.S.

CLOs investing predominantly in U.S.

dollar-denominated loans, and Euro CLOs investing predominantly in Euro-denominated loans and secured bonds.

TPG AG CLOs include performing credit bespoke vehicles, collateralized loan obligation (“CLO”) funds and direct investment in the tranches of Northwoods CLOs.

TPG AG Multi-Strategy

TPG AG Multi-Strategy, with $2.0 billion in assets under management and 6 investment professionals as of December 31, 2023, invests across the breadth of TPG AG Credit, with a geographic focus in the United States and Western Europe.

TPG AG Multi-Strategy offers actively managed co-mingled funds, including its Super Fund (“Super Fund”), in addition to bespoke vehicles and various multi-strategy credit funds of one.

These funds invest in public and private investment opportunities sourced from across TPG AG Credit, as well as arbitrage strategies, including convertible arbitrage and merger arbitrage.

TPG AG Multi-Strategy funds invest in, among other products, corporate loans and bonds;

residential, consumer and asset-based loans and securities;

hybrid instruments;

and derivative securities, including currency and interest rate hedges.

TPG AG Real Estate

TPG Angelo Gordon’s real estate products (collectively referred to as “TPG AG Real Estate”) are (1) TPG AG U.S.

Real Estate, (2) TPG AG Asia Real Estate, (3) TPG AG Europe Real Estate, and (4) TPG AG Net Lease.

TPG AG Real Estate products in the United States, Asia and Europe primarily focus on the acquisition of equity interests of underperforming and undervalued assets in the United States, Asia and Europe, where we employ our opportunistic and value-add strategies to improve performance.

TPG AG Net Lease primarily invests in single tenant commercial real estate acquired in simultaneous sale-leaseback transactions.

The following table presents certain data about our TPG AG Real Estate platform as of December 31, 2023 (dollars in billions):

AUM Fee-earning AUM Active Funds Available Capital Investment Professionals

$ 18 $ 14 26 $ 7 85

Real Estate, with $6.8 billion in assets under management, manages assets across various product sectors and has been active in many of the major U.S.

real estate markets.

Real Estate focuses on purchasing what we believe to be underperforming and undervalued real estate assets, where we then execute an active asset management strategy to reposition and stabilize the properties.

Real Estate is diversified across property sectors, with a thematic portfolio construction focused on rental residential, industrial, self-storage, life science, student housing and medical office, among other sectors.

As of December 31, 2023, TPG AG U.S.

Real Estate had 28 real estate investment professionals in New York, Los Angeles and Bethesda focused by region and working with a network of over 90 local operating partners.

TPG AG Asia Real Estate

TPG AG Asia Real Estate, with $5.3 billion in assets under management, manages assets across Asia, with investments primarily in Japan, South Korea, Hong Kong, China and Singapore.

TPG AG Asia Real Estate focuses on capitalizing on opportunistic investments, primarily created through lack of real estate expertise, illiquidity or distress in many Asian markets.

The TPG AG Asia Real Estate portfolio includes office, industrial, residential, hotel, retail, life science and other asset types.

As of December 31, 2023, TPG AG Asia Real Estate had 20 real estate investment professionals in Hong Kong, Seoul and Tokyo working with a network of over 55 local operating partners.

TPG AG Europe Real Estate

TPG AG Europe Real Estate, with $4.1 billion in assets under management, manages assets across Europe, with investments primarily located in major cities in Western Europe and the United Kingdom.

TPG AG Europe Real Estate focuses on sub-performing and distressed real estate assets.

Business plans may range from modest lease-up and operational improvement to more significant value-add strategies, which may require complete capital restructuring or asset repositioning to stabilize.

The TPG AG Europe Real Estate portfolio includes industrial, residential, office, hotel, retail, student housing, self-storage and other asset types.

As of December 31, 2023, TPG AG Europe Real Estate had 20 real estate investment professionals in London, Milan, Amsterdam and Frankfurt working with a network of 50 local operating partners.

TPG AG Net Lease

TPG AG Net Lease, with $2.0 billion in assets under management, focuses on single tenant commercial real estate, generally leased to non-investment grade tenants, largely acquired in simultaneous sale-leaseback transactions.

TPG AG Net Lease primarily purchases existing facilities that are integral to the ongoing operations of the tenants, such as a company’s manufacturing plant or distribution centers.

TPG AG Net Lease manages assets primarily located within the United States, with certain assets in the United Kingdom, Western Europe, Canada and Mexico.

As of December 31, 2023, TPG AG Net Lease had 17 investment professionals across New York and London.

We established our TPG real estate investing practice in 2009 to pursue real estate investments systematically and build the capabilities to do so at significant scale.

We invest in real estate through four primary products:

(1) TPG Real Estate Partners, (2) TPG Real Estate Thematic Advantage Core-Plus, (3) TPG RE Finance Trust, Inc.

and (4) TPG Real Estate Credit Opportunities.

The following table presents certain data about our Real Estate platform as of December 31, 2023 (dollars in billions):

AUM Fee-earning AUM Active Funds Available Capital Investment Professionals

$ 18 $ 11 4 $ 8 53

TPG Real Estate Partners

TPG Real Estate Partners (“TREP”) focuses on acquiring and building platforms rather than investing on a property-by-property basis, which we believe creates more efficient operating structures and ultimately results in scaled investments that may trade at premium entity-level pricing in excess of the net asset value of individual properties.

TPG Real Estate Partners (“TREP”), with $11.3 billion in assets under management, focuses on acquiring and building platforms rather than investing on a property-by-property basis, which we believe creates more efficient operating structures and ultimately results in scaled investments that may trade at premium entity-level pricing in excess of the net asset value of individual properties.

TREP utilizes a distinct theme-based strategy for sourcing and executing proprietary investments and, over time, many of these themes have aligned with TPG’s broader thematic sector expertise, particularly those pertaining to the healthcare and technology sectors.

Since inception, TREP has invested $7.3 billion, achieving a gross IRR of 24% and a net IRR of 17%.

In the last 12 months, the product has generated value creation of 1%.

TPG Real Estate Thematic Advantage Core-Plus

TPG Real Estate Thematic Advantage Core-Plus (“TAC+”) is an extension of our opportunistic real estate investment program.

TPG Real Estate Thematic Advantage Core-Plus (“TAC+”), with $1.7 billion in assets under management, is an extension of our opportunistic real estate investment program.

TAC+ targets investments in stabilized (or near stabilized) high-quality real estate, particularly in thematic sectors where we have gained significant experience and conviction.

The investment strategy is designed to enhance traditional core-plus objectives of capital preservation and reliable current income generation by applying our differentiated thematic approach, strategy and skillset.

Since inception, TAC+ has invested $0.9 billion, achieving a gross IRR of 5% and a net IRR of 1%.

In the last 12 months, the product has generated value creation of 7%.

TPG RE Finance Trust, Inc.

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As of December 31, 2023, the TRTX loan investment portfolio consisted of 53 first mortgage loans (or interests therein) and total loan commitments of $3.7 billion.

TPG Real Estate Credit Opportunities

TPG Real Estate Credit Opportunities (TRECO) is our opportunistic, real estate credit strategy targeting risk-adjusted returns through investments primarily in real estate-related high-yield senior and subordinate loans and securities.

TRECO focuses on select sectors and geographies where we have distinct expertise informed by our longstanding practice around theme development.

The fund has a flexible mandate and will aim to invest opportunistically across the credit spectrum.

Market Solutions

Our Market Solutions platform leverages the broader TPG ecosystem to create differentiated products in order to address specific market opportunities.

Public Market Investing

Our Public Market Investing business consists of two different funds, TPG Public Equities (“TPEP”) and TPG Strategic Capital Fund (“TSCF”).

The following table presents certain data about our Market Solutions platform as of December 31, 2023 (dollars in billions):

AUM Fee-earning AUM Active Funds Available Capital Investment Professionals

$ 9 $ 6 10 $ 2 46

TPG Public Equities

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TPEP currently manages a $2.1 billion long / short fund and a $1.9 billion long-only fund, both of which are managed with broad, opportunistic mandates.

As of December 31, 2022, TPEP has generated an approximately 18,750 basis point positive spread between the return on invested capital on long positions relative to short positions, while capturing 154% of the MSCI World return with an average net exposure of 42%, achieving a total return before management fees, performance allocations and non-trading expenses of 168%.

TPG Strategic Capital Fund

TSCF is a product we created in 2020 in response to an opportunity we saw to combine the expertise of our private equity business to build long-term equity value with the firm’s public equity investing capabilities.

TSCF aims to make concentrated investments in public companies where we can work constructively with management and boards through meaningful strategic and operational transitions, leveraging the governance expertise and operational capabilities of the broader TPG platform.

Capital Markets

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• Equity Capital Markets:

(i) Act as lead advisor and underwriter on capital raises and the monetization of our ownership stakes in the public equity markets, including initial public offerings, SPACs, follow-on offerings, equity-linked products and subsequent realizations and (ii) provide dual-track and structured equity solutions advisory, among other services.

(i) Act as lead advisor and underwriter on capital raises and the monetization of our ownership stakes in the public equity markets, including initial public offerings, follow-on offerings, equity-linked products and subsequent realizations and (ii) provide dual-track and structured equity solutions advisory, among other services.

Through our capital markets activities, we generate underwriting, placement, arrangement, structuring and advisory fee revenue.

In 2022 and 2021, our capital markets business drove $106.0 million and $91.0 million in transaction revenue, respectively.

In 2023, 2022 and 2021, our capital markets business drove $113.1 million, $117.4 million and $104.9 million in transaction revenue, respectively.

We believe that the high margin profile of our business coupled with our consistent ability to deliver superior financing outcomes drives significant value to our portfolio companies and our stockholders.

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NewQuest seeks to acquire private equity positions on a secondary basis in underlying portfolio companies whose businesses are substantially based in the Asia Pacific region.

With an investment team of approximately 30 professionals and $2.9 billion in assets under management, NewQuest is principally focused on complex secondary transactions.

With an investment team of approximately 30 professionals and $3.0 billion in assets under management as of December 31, 2023, NewQuest is principally focused on complex secondary transactions.

TPG GP Solutions

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TGS brings a primary private equity approach to the general partner-led secondaries market that leverages the TGS team’s deep investing experience and the insights and expertise of the broader TPG ecosystem.

TPG Pace Group

We established TPG Pace in 2015 to sponsor SPACs (as defined herein), and have raised seven TPG Pace vehicles for over $4 billion in initial public offering proceeds.

TPG Pace’s dedicated SPAC team has delivered value to its business combinations by leveraging insights and skillsets from across the firm, including Capital Markets, Y Analytics and TPG Ops.

AfterNext HealthTech Acquisition Corp.

In 2021, we helped establish AfterNext HealthTech Acquisition Corp.

(“AFTR”), a SPAC focused on the intersection of healthcare and technology.

AFTR intends to acquire an innovative company that seeks access to the public equity markets and the intellectual capital of the AFTR team to help propel and accelerate the adoption of technologies across healthcare.

Organizational Structure

Historical Ownership Structure

Prior to our Reorganization (as defined herein) and IPO, the partners of the TPG Operating Group consisted of:

• Certain members of management, employees and former employees;

• Certain Pre-IPO Investors

The following diagram provides a simplified illustration of our historical ownership structure (excluding various intermediate entities):

Current Ownership Structure

The following diagram provides a simplified illustration of our organizational structure as of December 31, 2023.

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GP LLC owns the entity that serves as the general partner of the entity that holds 100% of the shares of Class B common stock outstanding.

(2) Consists of three limited partnerships.

One unit of the TPG Operating Group represents one unit of each of such three limited partnerships.

Competitive Strengths

Purpose-Built Investing Franchise with Optimal Mix of Scale and Growth

We are a longstanding leader in alternative asset management, with a strong brand that we have developed over multiple decades of successful investing and purposeful exposure to the fastest-growing areas of alternative asset management.

Today, our ecosystem is distributed across more than 30 countries, 18 active products and five growing platforms, providing us with multiple and diverse vectors for substantial growth.

At our current scale, we benefit from having significant resources, capabilities and pattern recognition yet being of a size from which we can continue to grow rapidly.

This growth potential is apparent in the character of our assets under management;

approximately $85 billion, representing 63% of our total of $135.0 billion, is attributable to funds raised since 2018.

Furthermore, our newer platforms have been strong contributors to our growth, with Impact and Market Solutions fee-related revenue growing from 7% and 6% of our total fee-related revenues, respectively, for the year ended December 31, 2018 to 17% and 15%, respectively, for the year ended December 31, 2022.

Differentiated Operating Model that Utilizes Shared Themes Across Platforms

Our platform-based investment and operations professionals are organized into industry sector teams, which share investment themes across platforms to drive firmwide knowledge.

Sector-focused investment and operating teams collaborate frequently on a formal and informal basis across deal sourcing, execution and value creation, which has contributed to a pattern of unique transactions and differentiated outcomes for our investments.

Our professionals are encouraged to identify and pursue compelling thematic investment opportunities unencumbered by specific capital requirements or transaction structures, and regardless of the platform in which they may ultimately fit.

This approach results in a broad and efficient firmwide, sector-enabled sourcing funnel.

Furthermore, cross-platform collaboration is supported and incentivized through the use of shared resources and compensation frameworks.

Platform Levered to the Highest-Growth Sectors of the Global Economy

We have built our platforms purposefully, with a focus on the most attractive sectors, geographies and products of alternative asset management.

The technology and healthcare sectors account for 37% and 25% of our invested capital since the start of 2018, respectively.

We believe our early specialization in these sectors positions us to capitalize on the powerful secular tailwinds in these industries, which we expect to continue to accelerate in the years ahead.

Similarly, impact funds have benefited from strong momentum in recent years, as U.S.

ESG-focused AUM grew to $8.4 trillion in 2022 representing 12.6% of total U.S.

assets under professional management, according to the US Sustainable and Impact Financings Report.

We believe we are the largest private equity impact investing platform, with $16.4 billion in assets under management.

We were one of the first alternative asset managers to establish a sizeable Asia franchise, which we formed in 1994.

We have since organically grown our total AUM in Asia to approximately $24 billion across products.

The Asia market is one of the highest-growth areas of alternative asset management, exhibiting a compound annual growth rate of 23% in AUM from 2010 to 2022, according to Preqin Ltd.

Value-Added Operations Approach

TPG established an in-house operations group, TPG Ops, in 1995.

As of December 31, 2022, TPG Ops consists of 53 operations professionals who have substantial specialized sector knowledge and functional experience.

TPG Ops professionals are fully integrated into our deal teams and incentivized in portfolio company performance, with an opportunity to share in the same investment-specific performance fees as our investment professionals.

We believe that our operations team is a core differentiator in our ability to drive strong growth in our portfolio companies and the resulting strong performance in our funds.

Further, TPG Ops enables us to underwrite investments that would be challenging for investors without our operational sophistication, providing us with a distinct advantage in sourcing, executing and managing complex but value-generative transactions.

Partnership Model Aligned with Our Strong and Growing Limited Partner Base

Our relationships with our limited partners have been fundamental to our ability to grow our firm and continue to innovate, both through existing and new products.

We are backed by approximately 550 institutional limited partners, with whom we have direct relationships.

Our committed capital as of December 31, 2022 is diversified across geographies and investor types.

By geography, 56% of our capital is from the United States, 18% is from Asia, 17% is from EMEA, 8% is from Canada and 1% is from Latin America.

By investor type, 45% of our capital is from pensions, 18% is from sovereign wealth funds, 17% is from fund of funds, 7% is from private wealth, 4% is from insurance, 4% is from financial institutions, 3% is from endowments and 2% is from other sources.

Experienced Team and Commitment to Good Governance

We believe that our people and the differentiated culture they create are fundamental drivers of our success.

Since our firm’s inception, we have focused on recruiting, developing and retaining exceptional talent.

As of December 31, 2022, of our approximately 1,110 employees, over 380 are investment and operations professionals and over 500 are functional professionals.

Of our investment, operational and functional professionals, approximately 130 are senior professionals leading sourcing, investment management and execution.

Consistent with our institutional commitment to good governance, we have established a clear and definite path for both founder succession and long-term governance of our company by an independent board of directors.

This plan will ensure both an increasing role in the governance and long-term strategic development of our company by our next generation of leaders, who are generally internally developed, and an orderly transition to permanent governance by a board elected by our company’s stockholders.

Growth Strategy

We will continue to drive value for our stockholders by pursuing multi-dimensional growth strategies.

Deploy Currently Committed Capital and Accelerate Embedded Operating Leverage

We have significant embedded growth in our platform due to our $43.0 billion of capital that is committed but not deployed, which accounts for 55% of our fee earning assets under management, and our $13.0 billion of assets under management that is subject to fee earning growth as of December 31, 2022.

As our platform grows, our firm benefits from economies of scale as we realize operating leverage.

Grow and Extend Existing Platforms

We have built a scaled, global and diversified investing franchise by expanding our platforms.

Across each of our fund platforms, we have continued to see meaningful increases relative to preceding fund cycles.

The current generation of funds in our Capital platform in aggregate is 37% larger than the previous one.

Similarly, our Growth and Real Estate Partners products have grown by 39% and 132%, respectively, since their prior cycles.

Across our existing platforms, we have developed $86 billion of assets under management through vintages raised since the start of 2018, which represents 63% of our December 31, 2022 assets under management.

In addition to our investing activity, our Capital Markets business has proved to be a strong contributor to our firm’s growth and profitability in recent years as we continue to expand our capabilities and build our team.

Develop New Products

In addition to the vertical expansion of our existing products, throughout our 30-year history we have built our business by incubating new platforms organically to expand our investment franchise horizontally into new product categories.

Our Growth platform is a strong example of our organic innovation playbook.

After many years of success investing with a growth-oriented mindset, we raised a dedicated growth fund in 2007.

As our successor growth funds have continued to scale, teams across our platforms have also identified and executed on opportunities adjacent to our dedicated growth products, including professionals from our Capital platform developing TPG Tech Adjacencies and TPG Digital Media.

We have also launched new funds and strategies from our Capital platform, including our Real Estate platform, and, more recently, TPG Healthcare Partners in 2019.

Since the start of 2018, our client and capital formation team has raised over $23 billion for nine new products.

In January 2023, TPG launched the TPG NEXT fund, a strategy designed to support the next generation of diverse alternative asset managers.

TPG launched TPG NEXT to seed new managers, strengthen their access to capital, offer business building expertise and provide strategic advisory support to talent that is chronically underrepresented in alternative asset management.

TPG NEXT aims to increase the number of diverse-led firms in alternative assets, furthering an effort we began in 2019 with our investments in Harlem Capital, VamosVentures and Landspire.

As of December 31, 2022, TPG NEXT has total commitments of $0.5 billion from an anchor investor.

We intend to continue our deliberate strategy of innovation and development of products to accelerate growth.

We believe that there are a number of highly attractive expansion opportunities for our business, including additional sector-specific products, asset classes and channels for capital raising.

Selectively Pursue Strategic Partnerships and M&A

We believe we are well-positioned to pursue inorganic growth opportunities in significant sub-sectors of alternative asset management which are complementary to our existing platform but which we do not address today.

As an example, in 2018, we began a strategic partnership with NewQuest, a private equity secondaries platform focused on the Asia Pacific region.

Following that initial minority investment, we utilized our people, resources and insight to support the business’ growth, which ultimately led to the platform scaling from approximately $0.9 billion in assets under management as of

June 30, 2018 to $2.4 billion in assets under management as of December 31, 2022.

On the back of our successful initial partnership, we launched a U.S.

and European secondaries business in 2020, and in 2021 we acquired a majority interest in NewQuest.

In January 2022, we closed the transaction to acquire an additional 33% interest in exchange for equity interests in the Company, which resulted in us owning 100% of the NewQuest management company.

These steps have created a global private market solutions practice that is a key contributor to our growing Market Solutions platform.

Recruit, Retain and Develop World-Class Talent

Attracting, retaining and developing world-class talent is fundamental to our business and is a strategic priority for our leadership team.

We utilize a highly disciplined recruiting strategy that is focused on identifying and attracting talented individuals from diverse backgrounds;

for the year ended December 31, 2022, 69% of new hires self-identified as diverse.

Our people are equipped with the tools that they need to succeed and grow professionally through ongoing training and a cultural emphasis on collaboration and mentorship.

Our ability to retain our professionals and cultivate their success within our firm is evidenced by the over 37% of our investment partners who joined the firm as junior professionals.

We are highly focused on ensuring that we continue to make TPG a coveted place to work and grow for our people.

Environmental, Social and Governance (“ESG”) Action

We have a longstanding commitment to fostering strong ESG performance as a firm and in our investment practices.

Reflecting an enduring commitment to build strong, sustainable companies, we first adopted our Global ESG Performance Policy in 2012, became a signatory to the UN Principles for Responsible Investment in 2013, became a supporter of the Taskforce on Climate-Related Financial Disclosures in 2019, and are a supporter of the Sustainability Accounting Standards Board (SASB, now part of IFRS Foundation).

In 2018, we elected to build an innovative capability focused on data-driven decision-making relating to the environmental and social impacts of our deployed capital, Y Analytics.

Y Analytics is our dedicated impact assessment and ESG performance arm, whose mission is to increase the amount and improve the effectiveness of capital allocation for the greater good.

Each year, we seek to continue to strengthen and deepen the integration of ESG performance throughout the firm in various ways.

Y Analytics provides leadership and support to our investment professionals on ESG topics throughout the lifecycle of investments.

ESG performance considerations are reflected in a variety of components of our investment due diligence processes.

Our goal in conducting ESG assessments is to use material, investment-specific sustainability risk and performance factors and indicators to determine the potential for ESG-related risk and value creation, and to support a holistic understanding and appropriate discussion of these findings during investment decision-making and post-closing.

In addition to investment-specific support, Y Analytics leads our ESG Strategy Council, which is comprised of senior members from multiple functions that touch ESG issues, including Legal and Compliance, Human Capital and Operations.

Our ESG objectives are also supported by our cross-functional Diversity, Equity and Inclusion Council and Cybersecurity Steering Committee.

(2) Includes pre-IPO investors and Angelo Gordon founder partners.

Environmental, Social and Governance (“ESG”)

We have a longstanding practice of integrating material ESG factors into our investment process.

Reflecting an enduring commitment to build strong, sustainable companies, we adopted our first ESG policy in 2012, became a signatory to the UN Principles for Responsible Investment in 2013, became a supporter of the Taskforce on Climate-Related Financial Disclosures in 2019, and are a supporter of the Sustainability Accounting Standards Board (SASB, now part of IFRS Foundation).

Each year, we seek to continue to deepen the analysis-driven insights from the integration of ESG factors into our investment processes and operating philosophy where we believe these efforts can contribute to value creation and risk mitigation.

Y Analytics is our purpose-built capability to understand and inform decision making about the environmental and social impacts of deployed capital.

The Y Analytics team supports TPG, our funds and our portfolio companies by assessing and advising on risk management and value creation through ESG performance.

It was created in 2018 to conduct impact assessments and measure ESG performance for the Rise Fund, but it has expanded to also provide leadership and support to our investment professionals on ESG topics throughout the lifecycle of investments.

ESG considerations are reflected in a variety of components of our investment due diligence processes.

Our goal in conducting ESG assessments is to use financially material, investment-specific sustainability risk and performance factors and indicators to determine the potential for ESG-related risk and value creation, and to support a holistic understanding and appropriate discussion of these findings during investment decision-making and post-closing.

In addition to investment-specific support, Y Analytics leads our ESG Strategy Council, which is comprised of members of our investment teams as well as representatives from Y Analytics and multiple other functions, including Legal and Compliance, Human Capital and Operations.

Our commitment to ESG is also supported by our cross-functional Diversity, Equity and Inclusion Council and Cybersecurity Steering Committee.

ESG matters are brought before our board of directors on a periodic basis.

We also advance ESG and impact-related priorities through firm initiatives and investment-related actions, including:

We also seek to advance ESG and impact-related priorities through firm initiatives and investment-related actions, including:

Portfolio Board Diversity:

Consistent with our core value of promoting diversity, equity and inclusion, we have advanced the diversity of our portfolio company boards in terms of gender, race, ethnicity and sexual orientation.

Currently, 87% of our portfolio company boards globally have gender diversity, 84% of our U.S.-headquartered portfolio companies’ boards have racial/ethnic diversity, and 217 gender or race/ethnicity diverse directors (excluding TPG professionals) have joined our portfolio company boards since the start of 2017.

Consistent with our core value of promoting diversity, equity and inclusion, we support the diversity of our portfolio company boards.

Employee Ownership:

Across our investing platforms, a range of our portfolio companies have established incentive profit-sharing programs to create economic opportunity for employees and deliver recruiting, retention and productivity benefits to companies.

In 2022, we became a founding member of Ownership Works, a non-profit advancing and implementing shared ownership programs.

In 2022, we became a founding member of Ownership Works, a non-profit advancing shared ownership programs, and continue to implement Ownership Works programs in our portfolio where appropriate.

Climate Change Action:

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Our climate strategy includes understanding our firm-wide operational and financed emissions and physical and transition-related risks in our portfolio.

We have analyzed, verified and publicly reported our firm-wide operational emissions for 2019, 2020, and 2021, purchased high-quality carbon credits to offset our emissions in each verified year, including for 2022, which are subject to ongoing verification.

We have analyzed, verified and publicly reported our firm-wide operational emissions for each year since 2019.

Our operational emissions footprint includes the emissions associated with our firm’s offices and our employees’ activities (Scope 1, Scope 2 and certain categories of Scope 3 emissions).

In addition to evaluating operational emissions reduction opportunities on an ongoing basis, we have purchased carbon credits we believe to be high-quality to address our measured and verified emissions in each verified year.

We intend to continue this process for 2023, for which emission measurement is subject to ongoing verification, as a complementary component of our broader climate strategy.

We do not deduct these purchased credits from our reported emissions.

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These have included:

The Rise Fund, which launched in 2016 and raised its successor fund in 2020;

The Rise Fund, which launched in 2016 and raised its successor funds in 2020 and 2023;

TPG Rise Climate, which launched in 2021;

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Impact” for further discussion of these platforms.

Continuing Commitment to Civic Engagement

We have always been engaged in our communities, supporting volunteerism and charitable donations.

At a firm level, we have focused much of our civic engagement on our commitment to equality.

We engage on public issues to advance equality, such as immigration, gender and racial discrimination, women’s issues and access to education.

For example, in 2017, we authored guidance for our portfolio companies encouraging preservation of Deferred Action for Childhood Arrivals (DACA) and providing support and financial resources to those impacted.

In 2018, we joined the Business Coalition for the Equality Act.

In 2019, we were the only private equity firm to sign an amicus brief to the U.S.

Supreme Court in support of non-discrimination protections for LGBTQ+ people in federal civil rights law.

Human Capital Resources

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We aim to foster a welcoming and inclusive work environment with opportunities for growth and development to attract and retain a high-performing team.

As of December 31, 2022, we have approximately 1,110 full-time employees, including over 380 investment and operations professionals, over 500 non-investment and fundraising professionals, and more than 170 support staff, located in offices across Asia, Australia, Europe and North America.

As of December 31, 2023, we have approximately 1,850 full-time employees, including over 650 investment and operations professionals, over 970 non-investment and fundraising professionals, and more than 200 support staff, located in offices across Asia-Pacific, Europe, the Middle East, and North America.

Talent Development and Retention

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We offer training and resources at each stage of the process to help ensure that employees have productive, thoughtful and candid performance conversations.

Employees who joined the firm as part of the acquisition of Angelo Gordon participated in a separate annual performance review process for 2023 and will begin to transition to our 360 review process in 2024.

In order to invest in our people and to foster community, we continue to expand our employee and manager training programs, as described in detail under “—Learning and Engagement Initiatives” below.

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Our harassment awareness and prevention training also covers protocols for bystander intervention.

Employees who joined the firm as part of the acquisition of Angelo Gordon participated in harassment awareness and prevention training in 2023 in jurisdictions where it is required, and all employees have access to the online training throughout the year.

We believe that external learning opportunities also benefit our employees and foster our culture of continuous learning.

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Promoting diversity, equity and inclusion is one of our core values, which is embedded into the highest levels of our firm and by our DEI Council.

The DEI Council is a 17-member partner steering committee led by our CEO and Chief Human Resources Officer, and is supported by three advisory groups driven by our people that focus on recruiting, external and ecosystem engagement and internal engagement.

The DEI Council is a 15-member partner steering committee led by our President and the Co-Managing Partner of Capital and our Head of Y Analytics.

Our actions include investing in diverse-led investment managers and investing in our people:

Investing in Diverse-led Investment Managers:

In 2019, we launched TPG NEXT to seed new managers, strengthen their access to capital, offer business building expertise and provide strategic advisory support to talent that is chronically underrepresented in alternative asset management.

We launched TPG NEXT to seed new managers, strengthen their access to capital, offer business building expertise and provide strategic advisory support to talent that is chronically underrepresented in alternative asset management.

The strategy aims to increase the number of diverse-led firms in alternative assets, aligning the industry more closely with broader demographic trends.

TPG NEXT leverages the full TPG ecosystem by combining capital, operating expertise and the broad reach of its network to help underrepresented founders and teams build businesses for the future.

The firm began investing in diverse managers in 2019 and has since backed three firms:

Harlem Capital, VamosVentures and LandSpire.

In January 2023, we announced the launch of the inaugural TPG NEXT fund, which is designed to back the next generation of underrepresented alternative asset managers.

TPG Next received $0.5 billion from an anchor investor and intends to continue to raise third-party capital to invest in what we believe are compelling opportunities set across the diverse manager landscape.

The firm began investing in diverse managers in 2019 and in 2023, we announced the launch of the inaugural TPG NEXT fund, which is designed to back the next generation of underrepresented alternative asset managers.

TPG Next continues to raise third-party capital to invest in what we believe are compelling opportunities set across the diverse manager landscape.

Investing in Our People:

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From a diversity recruiting perspective, we have enhanced our collaborations with key external organizations to diversify our sourcing and networks.

As a result, 69% of global new hires that we recruited during each of the years ended December 31, 2022 and 2021 are racially or ethnically diverse, gender diverse or identify as LGBTQ+.

As a result, 71% and 69% of global new hires that we recruited during each of the years ended December 31, 2023 and 2022, respectively, are racially or ethnically diverse, gender diverse or identify as LGBTQ+.

Employee retention also is a key part of our DEI strategy and efforts.

Our people are encouraged to engage with and support one another through our six affinity groups, which include Asian, Black, Hispanic/Latino, LGBTQ+, Veterans and Women groups, that were formed to cultivate and retain a diverse, equitable and inclusive workforce.

Partner-sponsored initiatives, such as our Associate Mentoring Program, Women’s Mentoring Program and Diversity Roundtable discussions,

are critical ways for us to ensure an inclusive employee experience.

Partner-sponsored initiatives, such as our Associate Mentoring Program, Women’s Mentoring Program and Diversity Roundtable discussions, are critical ways for us to ensure an inclusive employee experience.

With respect to employee development, we proactively build a diverse pipeline at all levels of the firm and actively identify talented diverse employees early in their careers.

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These include healthcare and insurance benefits, paid time-off, family leave and family planning resources.

During 2022, we transitioned back to working from our offices, which are in multiple locations.

We developed robust return-to-office protocols and implemented them to ensure consistency with applicable local government guidelines on social distancing, masking, testing, vaccination status and other safety measures.

We continue to monitor applicable public health and government guidance on the COVID-19 pandemic.

We care deeply about the overall emotional well-being of our employees.

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Additionally, we participate in corporate sponsorships and partnerships and offer a donation matching program.

At a firm level, we have focused much of our civic engagement on our commitment to equality.

We engage on public issues to advance equality, such as immigration, gender and racial discrimination, women’s issues and access to education.

In 2018, we joined the Business Coalition for the Equality Act.

In 2019, we were the only private equity firm to sign an amicus brief to the U.S.

Supreme Court in support of non-discrimination protections for LGBTQ+ people in federal civil rights law.

Investment Process

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Our investment professionals are actively involved in the investment process.

Generally, they directly or indirectly lead with identifying, evaluating, structuring, performing diligence, conveying terms, executing, monitoring and exiting investments, as well as pursuing operational improvements in our funds’ portfolio companies.

Deal teams strive to be creative and look for deals in which we can leverage our competitive advantages and sector and geographical experience.

Our deal teams perform significant research into each prospective investment, including a review of the Company’s performance, projection, market position, financial statements, comparisons of other public and private companies and comparative transactions and relevant industry and market data.

The due diligence effort also typically includes on-site visits, interviews and meetings with management, research, evaluation and analyses related to the Company’s industry, markets, products and services, and competitive positioning, and background checks of the management team.

Deal teams submit investment opportunities and analysis for review and consideration by the applicable platform’s Investment Review Committee (“IRC”).

The IRC is generally comprised of senior leaders and investment professionals of the applicable platform, and in many cases, senior leaders of the firm.

The IRC process involves detailed review of the transaction and investment thesis, business, risk factors and diligence issues, as well as financial models.

Considerations that IRCs take into account when evaluating an investment may include, depending on the nature of the investing business and its strategy, the quality, market position and growth potential of the target company or asset in which the fund proposes to invest, the quality and reputation of the target company’s management team, the sale process for such target company or asset, likely exit strategies and factors that could reduce the value of the target company or asset at exit, the target company or asset’s size and sensitivity to cash flow generation, the portfolio fit and macroeconomic trends in the relevant geographic region or industry.

After discussing the proposed deal with the deal team, the IRC will decide whether to give its preliminary approval to the deal team to continue evaluating and performing diligence on such potential investments and will direct the team on conveying necessary terms.

The IRC will typically conduct several meetings to consider a particular deal.

Both at such meetings and in other discussions with the deal team, our partners and other investment professionals will direct the deal team on terms, strategy, process and other important considerations.

Existing investments are reviewed and monitored on a regular basis by investment professionals and with routine portfolio company performance reporting to senior leaders of the applicable platforms.

In addition, our investment professionals and portfolio operations teams work directly with our portfolio company senior executives to identify opportunities to drive operational efficiencies and growth.

Generally, they directly or indirectly lead with identifying, evaluating, structuring, performing diligence, conveying terms, executing, monitoring and exiting investments.

We strive to be creative and look for deals in which we can leverage our competitive advantages and sector and geographical experience.

Our investment professionals perform significant research into each prospective investment, including, based on the type of investment a review of the prospective investment’s performance, projection, market position, capital structure, financial statements, comparisons of other public and private companies and comparative transactions and relevant industry and market data.

For our private equity investments, the due diligence effort also typically includes on-site visits, interviews and meetings with management, research, evaluation and analyses related to the potential investment’s industry, markets, products and services, and competitive positioning, and background checks of the management team.

For our businesses with an investment review committee, our investment professionals submit investment opportunities and analysis for review and consideration.

The investment review committees are generally comprised of senior leaders and investment professionals of the applicable platform, and in many cases, senior leaders of the firm.

The process involves detailed review of the transaction and investment thesis, business, risk factors and diligence issues, as well as financial models.

Considerations involved when evaluating an investment may include, depending on the nature of the investing business and its strategy, the quality, market position and growth potential of the target company or asset in which the fund proposes to invest, the quality and reputation of the target company’s management team, the sale process for such target company or asset, likely exit strategies and factors that could reduce the value of the target company or asset at exit, the target company or asset’s size and sensitivity to cash flow generation, the portfolio fit and macroeconomic trends in the relevant geographic region or industry.

After discussing the proposed deal with the deal team, the applicable investment review committee will decide whether to give its preliminary approval to the deal team to continue evaluating and performing diligence on such potential investments and will direct the team on conveying necessary terms.

The applicable investment review committee may conduct several meetings to consider a particular deal.

Both at such meetings and in other discussions with the deal team, the applicable investment review committee will direct our investment professionals on terms, strategy, process and other important considerations.

Existing investments are reviewed and monitored on a regular basis by investment professionals and with routine investment performance reporting to senior leaders of the applicable platforms.

In addition, where applicable, our investment professionals and portfolio operations teams work directly with our portfolio company senior executives to identify opportunities to drive operational efficiencies and growth.

Our investment professionals are also responsible for making recommendations with respect to when and how to exit an investment to maximize value for our investors.

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We determine the amount of initial capital commitments for such funds by taking into account current market opportunities and conditions, as well as investor expectations.

We and our affiliates generally also make a commitment to our funds, with this commitment typically ranging from 2% to 5% of the fund’s total limited partner capital commitments.

We and our affiliates generally also make a commitment to our funds, which can be as much as 5% of the fund’s total limited partner capital commitments.

Fund commitments are generally available for investment and other fund purposes during what we call the investment period or commitment period, which typically runs six or fewer years for each fund.

After that time, commitments may be used for follow-on investments and other fund purposes.

Generally, as each investment is realized, these funds first return the capital related to that investment, any previously realized or written down investments and certain fund expenses to fund investors and the general partner.

Our private equity funds then distribute funds in an amount to ensure that investors receive a “preferred return” – at least an 8% annual return on their investment – after which investors and our general partners generally receive 80% and 20%, respectively, of the fund’s remaining profits.

Our private investment funds typically have a term of ten years or more, subject to the potential for two one-year extensions with investor consent.

Dissolution of those funds can typically be accelerated upon a vote of investors (often 75% in interest, with a simple majority sufficing for some funds) not affiliated with us and terminated upon the occurrence of certain other specified events.

In the case of our separately managed accounts, primarily related to TPG Angelo Gordon, the investor, rather than we, generally controls the investment vehicle that holds or has custody of the investments we advise the vehicle to make.

For most of our historic TPG funds, as each investment is realized, these funds first return the capital related to that investment, any previously realized or written down investments and certain fund expenses to fund investors and the general partner.

The general partners of our historic TPG funds are then generally entitled to a performance allocation of 20% of the remaining profits, subject to preferred returns or high watermarks, where applicable.

The general partners of the TPG Angelo Gordon funds are generally entitled to a performance allocation of up to 20% after a catch-up allocation, subject to preferred returns or high watermarks, where applicable.

Certain funds may make distributions to the general partner to provide the general partner with cash sufficient to pay applicable federal, state and local tax liabilities to the extent distributions from such funds for the relevant year were otherwise insufficient to cover such tax liabilities.

Our private investment funds typically have a term of six to ten years or more, subject to the potential for extensions with investor consent.

Dissolution of certain of those funds may be accelerated upon a vote of investors (often 75% in interest, with a simple majority sufficing for some funds) not affiliated with us and terminated upon the occurrence of certain other specified events.

Ownership interests in most of our private funds are not, however, subject to redemption prior to termination of the funds.

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The general partner is responsible for all decisions concerning the day-to-day management and operations of the fund and relies upon the fund’s investment manager to implement such decisions pursuant to a management (or similar) agreement.

Generally, the limited partners of our funds take no part in the conduct or control of such funds, have no right or authority to act for or bind such funds, and have no influence over the voting or disposition of the securities or other assets held by such funds, although such limited partners may vote on certain partnership matters, including amendments to the partnership agreement or early liquidation of the partnership.

In addition, the governing agreements of many of our funds provide that in the event certain “key persons” do not devote the requisite time and attention, then the fund’s commitment period will generally be automatically suspended for 60 days and then terminate unless a majority in interest of the fund’s investors elect to continue the commitment period.

Generally, the limited partners of our funds take no part in the conduct or control of such funds, have no right or authority to act for or bind such funds, and have no influence over the voting or disposition of the securities or other assets held by such funds, although such limited partners may vote on certain partnership matters, including certain amendments to the partnership agreement or early liquidation of the partnership.

In addition, the governing agreements of many of our funds provide that in the event certain “key persons” do not devote the requisite time and attention, then the fund’s commitment period will generally be automatically suspended for a period of time, typically 60 or 90 days, and, depending on the fund’s governing documents, may be terminated unless a majority in interest of the fund’s investors elect to continue the commitment period or an appropriate successor is approved by the fund’s advisory committee.

Further, investors in such funds may have the right to vote to terminate the commitment period by a specified percentage in interest (including, in certain cases, a simple majority) vote in accordance with specified procedures.

The governing agreements of many of our funds also provide that investors have the right to terminate the investment period for any reason by a vote of 75% of the interests in such fund (with some funds only requiring a simple majority).

The governing agreements of certain funds also provide that investors have the right to terminate the investment period for any reason by a vote of 75% of the interests in such fund (with some funds only requiring a simple majority).

Most of our funds also have an advisory committee, comprising representatives of certain limited partners, which may consider or waive conflicts of interest or other restrictions in the partnership agreement or otherwise consult with the general partner on certain partnership matters.

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funds that are structured as corporate or non-partnership entities under applicable law.

One of the vehicles that we manage, TRTX, is a publicly traded corporation.

TRTX does not have redemption provisions or a requirement to return capital to investors upon exiting the investments made with such capital, except as required by applicable law (including distribution requirements that must be met to maintain real estate investment trust (“REIT”) status).

Two of the vehicles that we manage, TRTX and MITT, are publicly traded corporations.

We also manage TCAP, a business development company.

None of TRTX, MITT or TCAP have redemption provisions or a requirement to return capital to investors upon exiting the investments made with such capital, except as required by applicable law (including distribution requirements that must be met to maintain real estate investment trust (“REIT”) or regulated investment company (“RIC”) status, as applicable).

Our funds are each generally advised by a TPG entity serving as investment adviser that is registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”).

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Investment funds themselves typically do not register as investment companies under the Investment Company Act of 1940, as amended (the “Investment Company Act”), in reliance on Section 3(c) or Section 7(d) thereof.

purchasers” as defined under the Investment Company Act and purchase their interests in a private placement.

Section 3(c)(7) of the Investment Company Act exempts from the Investment Company Act’s registration requirements investment funds whose securities are owned exclusively by persons that, at the time of acquisition of such securities, are “qualified purchasers” as defined under the Investment Company Act and purchase their interests in a private placement.

Section 3(c)(1) of the Investment Company Act exempts from the Investment Company Act’s registration requirements investment funds whose securities are beneficially owned by not more than 100 persons that purchase their interests in a private placement.

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residents that are qualified purchasers and purchase their interests in a private placement.

Certain of our investment funds, however, rely on other exemptions from the Investment Company Act or register as investment companies under the Investment Company Act.

Certain of our investment funds, however, rely on other exemptions from the Investment Company Act or register as investment companies or business development companies under the Investment Company Act.

Incentive Arrangements and Fee Structure

Management Fees

A fund’s investment adviser generally receives a management fee based on a percentage of the fund’s capital commitments, or the fund’s invested capital, depending on the fund’s terms and stage in its lifecycle.

A fund’s investment adviser generally receives a management fee based on a percentage of the fund’s capital commitments, or the fund’s invested capital, funded commitments, cost of investments or Net Asset Value (“NAV”), depending on the fund’s terms and stage in its lifecycle.

Management fees are payable on a regular basis, typically quarterly or semi-annually, in the contractually prescribed amounts over the life of the fund.

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Management fees received are generally not subject to clawback.

The investment adviser of our TPEP funds generally receives a management fee based on a percentage of the fund’s net asset value.

The investment adviser of our funds generally receives a management fee based on a percentage of the fund’s net asset value.

These management fees are payable on a regular basis, typically quarterly.

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Decreases in the net asset value of investor’s capital accounts may reduce the total management fee paid for the relevant period, but generally not the fee rate.

Management fees received by TPEP’s investment adviser are also not subject to clawback.

The investment adviser of TRTX receives a base management fee based on the equity of the REIT, and an incentive management fee based upon the company’s core earnings, in each case payable quarterly in arrears.

Management fees received by TRTX’s investment adviser are also not subject to clawback.

We also provide investment management services to certain funds in which we earn management fees and incentive fees based on their equity value and core earnings, subject to preferred returns or high watermarks, where applicable.

The associated management fees and incentive fees are payable quarterly in arrears.

The management fees received by our investment advisers that earn fees based on equity value are also not subject to clawback.

Transaction, Monitoring and Other Fees

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Net realized income or loss is not netted between or among funds.

Performance allocations are subject to a preferred limited partner return typically of 8% per year, subject to a catch-up allocation to the general partner.

Performance allocations are subject to limited partner preferred returns or high watermarks, where applicable, and subject to a catch-up allocation to the general partner.

Generally, if at the termination of a fund (and in some cases at interim points in the life of a fund), the general partner received distributions of performance allocations over the life of the fund in excess of its allocable share under the applicable partnership agreement, the general partner will be obligated to repay an amount equal to the extent the previously distributed performance allocations exceeded its allocable share.

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To the extent we are required to fulfill a clawback obligation, we may decrease the amount of our dividends to our stockholders.

The clawback obligation operates with respect to a given fund’s own net investment performance only,

and performance allocations of other funds are not netted for determining this contingent obligation.

The clawback obligation operates with respect to a given fund’s own net investment performance only, and performance allocations of other funds are not netted for determining this contingent obligation.

Moreover, the governing agreements of most of our funds generally provide a guarantee of clawback obligations to fund investors from the TPG Operating Group (directly or indirectly) although we retain the right to pursue any remedies that we have against performance allocation distributees who do not return to us such distributions.

We have recorded a contingent repayment obligation of $58.3 million as of December 31, 2023, equal to the amount that would be due if the various funds were liquidated at their current carrying value.

Certain funds may make distributions to their partners, including the general partner, to provide them with cash sufficient to pay applicable federal, state and local tax liabilities attributable to the fund’s income that is allocable to them.

These distributions are referred to as tax distributions and to the extent received by a fund’s general partner are not subject to clawback.

For additional information concerning the clawback obligations we could face, see “Item 1A.

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We, in conjunction with our outside advisors and counsel, seek to manage our business and operations in compliance with such regulation and supervision.

The regulatory and legal requirements that apply to our activities are subject to change from time to time and may become more

restrictive, which may make compliance with applicable requirements more difficult or expensive or otherwise restrict our ability to conduct our business activities in the manner in which they are now conducted.

The regulatory and legal requirements that apply to our activities are subject to change from time to time and may become more restrictive, which may make compliance with applicable requirements more difficult or expensive or otherwise restrict our ability to conduct our business activities in the manner in which they are now conducted.

Our businesses have operated for many years within a legal framework that requires us to monitor and comply with a broad range of legal and regulatory developments that affect our activities.

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Our compliance policies and procedures address a variety of regulatory and compliance risks such as the handling of material non-public information, personal securities trading, anti-bribery, valuation of investments, document retention, potential conflicts of interest and the allocation of investment opportunities.

We generally operate without information barriers between our businesses.

In an effort to manage possible risks resulting from our decision not to implement these barriers, we maintain a list of issuers for which we have access to material, non-public information and in whose securities our funds and investment professionals are not permitted to trade.

We could in the future decide that it is advisable to establish information barriers, particularly as our business expands and diversifies.

In such event our ability to operate as an integrated platform will be restricted.

Although we have placed certain businesses behind permanent information barriers, we generally allow for information to flow freely among many of our other investment platforms.

In an effort to manage possible risks relating to the receipt of material, non-public information and our decision not to implement information barriers among many investment platforms, we maintain a list of issuers applicable to each side of an information barrier for which we have access to material, non-public information and in whose securities the funds, accounts and investment professionals on that side of the information barrier are not permitted to trade.

We could in the future decide that it is advisable to establish additional permanent or temporary information barriers, particularly as our business expands and diversifies.

In the event we establish additional information barriers, synergies across our businesses will be further reduced.

United States

Regulation as an Investment Adviser

Certain of our subsidiaries are registered with the SEC as investment advisers under the Advisers Act, including TPG Global Advisors, LLC, TPG Capital Advisors, LLC, TPG PEP Advisors, LLC, TPG Real Estate Advisors, LLC, TPG RE Finance Trust Management, L.P., TPG Solutions Advisors, LLC and the subsidiaries that are relying advisers and rely on umbrella registration to be registered as investment advisers with the SEC.

Certain of our subsidiaries are registered with the SEC as investment advisers under the Advisers Act, including TPG Global Advisors, LLC, TPG Capital Advisors, LLC, TPG PEP Advisors, LLC, TPG Real Estate Advisors, LLC, TPG RE Finance Trust Management, L.P., TPG Solutions Advisors, LLC, Angelo Gordon & Co., L.P., AGTB Fund Manager, LLC, and the subsidiaries that are relying advisers and rely on umbrella registration to be registered as investment advisers with the SEC.

All of our SEC-registered investment advisers are subject to the requirements and regulations of the Advisers Act that include anti-fraud provisions, upholding fiduciary duties to advisory clients, maintaining an effective compliance program, managing conflicts of interest, record-keeping and reporting requirements, and disclosure requirements.

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However, the value of these subsidiaries is not large enough to cause the TPG Operating Group’s holdings in investment securities to exceed the 40% threshold under section 3(a)(1)(C).

TPG Inc.’s assets consist primarily of units representing 25.6% of the TPG Operating Group held through its 100% interest in certain holding companies.

owner of the entities serving as the general partner of the TPG Operating Group partnerships and, in such capacity, indirectly controls all of the TPG Operating Group’s business and affairs.

TPG Inc.’s assets consist primarily of units representing approximately 22% of the TPG Operating Group held through its 100% interest in certain holding companies.

is also the owner of the entities serving as the general partner of the TPG Operating Group partnerships and, in such capacity, indirectly controls all of the TPG Operating Group’s business and affairs.

We do not believe TPG Inc.’s interests in these units or the general partners are investment securities.

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Regulation as a Real Estate Investment Trust

TRTX has elected and qualified to be taxed as a REIT under the U.S.

TRTX and MITT have elected and qualified to be taxed as a REIT under the U.S.

Internal Revenue Code of 1986, as amended (the “Code”).

To maintain its qualifications as a REIT, TRTX generally must distribute at least 90% of its net taxable income to its stockholders and meet, on a continuing basis, certain other complex requirements under the Code.

United Kingdom and the European Union

TPG Europe is our London-based affiliate that is authorized and regulated by the U.K.

To maintain its qualifications as a REIT, TRTX and MITT generally must distribute at least 90% of their respective net taxable income to its stockholders and meet, on a continuing basis, certain other complex requirements under the Code.

Regulation as a BDC

TCAP has elected to be regulated as a business development company under the Investment Company Act.

Many of the regulations governing TCAP restrict, among other things, the amount of leverage it can incur and co-investments and other transactions with other entities within our corporate structure.

Certain of our products may be restricted from engaging in transactions with TCAP.

AGTB Fund Manager, LLC, our subsidiary and affiliate, serves as the investment adviser to the BDC.

United Kingdom

TPG Europe LLP (“TPG Europe”) and Angelo, Gordon Europe LLP (“AG Europe”) are our London-based affiliates that are authorized and regulated by the U.K.

Financial Conduct Authority (“FCA”) under the Financial Services and Markets Act 2000 (the “FSMA”).

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Violations of these requirements may result in public or private censures, fines, imposition of additional requirements, injunctions, restitution orders, revocation or modification of permissions or registrations, the suspension or expulsion of officers or employees from performing certain functions within the financial services industry, or other similar consequences.

TPG Europe has permission to engage in a number of activities regulated under the FSMA, including advising on and arranging deals.

TPG Europe and AG Europe have permission to engage in a number of activities regulated under the FSMA, including advising on and arranging deals.

Other Jurisdictions

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Failure to comply with the laws and regulations governing these subsidiaries and funds that have been registered, licensed or authorized could expose us to liability and/or damage our reputation.

In Singapore, both TPG Capital (S) Pte.

and NewQuest Advisors (Singapore) Pte.

hold a capital market services license and are authorized by the Monetary Authority of Singapore to conduct fund management activities.

In Hong Kong, TPG Capital, Limited is licensed and authorized by the Hong Kong Securities and Futures Commission to engage in the business of dealing in securities and advising on securities, and NewQuest Capital Advisors (HK) Limited is licensed and authorized to engage in the business of asset management.

In India, NewQuest Advisors (India) LLP is registered with the Securities Exchange Board of India as an investment advisor.

In the Cayman Islands, NewQuest Holdings (Cayman) Limited is registered with the Cayman Islands Monetary Authority as a registered person and is authorized to conduct securities investment business, and each of the TPEP “master funds,” as well as each of the TPEP “offshore feeders,” is registered with the Cayman Islands Monetary Authority under the Mutual Funds Law.

In Mauritius, NewQuest Asia BE Limited held an unrestricted investment adviser license granted by the Financial Services Commission until January 21, 2022, when it surrendered the license after determining that holding the license had become unnecessary.

In Singapore, TPG Capital (S) Pte.

holds a capital market services license and is authorized by the Monetary Authority of Singapore to conduct fund management activities.

In Hong Kong, TPG Capital, Limited is licensed and authorized by the Hong Kong Securities and Futures Commission to engage in the business of dealing in securities and advising on securities, and Angelo, Gordon Hong Kong Limited is licensed and authorized by the Hong Kong Securities and Futures Commission to engage in the business of dealing in securities.

In the Cayman Islands, NewQuest Holdings (Cayman) Limited is registered with the Cayman Islands Monetary Authority as a registered person under the Securities Investment Business Act (As Revised) of the Cayman Islands and is authorized to conduct certain securities investment business activities, and each of the TPEP “master funds,” as well as each of the TPEP “offshore feeders,” is registered with the Cayman Islands Monetary Authority under the Mutual Funds Law.

In South Korea, Angelo, Gordon Asia Co.

holds an investment advisory license with the Financial Services Commission of South Korea.

In Japan, Angelo, Gordon International LLC is registered with the Japanese Financial Services Agency and the Kanto Local Finance Bureau.

Website and Availability of SEC Filings

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We also make available free of charge on our website or provide a link on our website to our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after those reports are electronically filed with, or furnished to, the SEC.

To access these filings, go to the “SEC Filings” portion of our “Shareholders” page on our website.

To access these filings, go to the “SEC Filings” portion of our

“Shareholders” page on our website.

You may also access the reports and other documents we file with the SEC at a website maintained by the SEC at www.sec.gov.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business