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Item 8. Financial Statements and Supplementary Data

2024-02-23 compared with 2023-02-24 · 736 added, 645 removed, 1168 unchanged (54% of the section changed)

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We have audited the accompanying consolidated statements of financial condition of TPG Inc.

(the "Company") as of December 31, 2022 and 2021, the related consolidated statements of operations, changes in equity, and cash flows, for each of the three years in the period ended December 31, 2022, and the related notes (collectively referred to as the "financial statements").

and subsidiaries (the "Company") as of December 31, 2023 and 2022, the related consolidated statements of operations, changes in equity, and cash flows, for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the "financial statements").

We also have audited the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

As described in Management's Annual Report on Internal Control over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Angelo Gordon & Co, L.P., AG Funds L.P., and AG Partners Investments, L.P.

(collectively, “Angelo Gordon”), which was acquired on November 1, 2023, and whose financial statements constitute 19.2% of the Company’s total assets and 9.8% of total revenues of the consolidated financial statement amounts as of and for the year ended December 31, 2023.

Accordingly, our audit did not include the internal control over financial reporting at Angelo Gordon.

Basis for Opinion

These financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company's financial statements based on our audits.

The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on these financial statements and an opinion on the Company’s internal control over financial reporting based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

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We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures to respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audits also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Fair Value — Underlying Investments Without Readily Determinable Fair Values Used in the Calculation of Performance Allocations — Refer to Notes 2 and 4 of the financial statements

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The Company, as a general partner, is entitled to an allocation of income from certain TPG Funds (“TPG Funds”), assuming certain investment returns are achieved, referred to as “Performance Allocations”.

Performance Allocations are accrued based on cumulative fund performance to date, and after specified investment returns to the TPG Funds’ limited partners are achieved.

Performance Allocations are accrued based on cumulative fund performance as of each reporting date, and after specified investment returns to the TPG Funds’ limited partners are achieved.

The fair value of the underlying investments held by the TPG Funds is a significant input into this calculation.

As the fair value of underlying investments varies between reporting periods, adjustments are made to amounts recorded as Performance Allocations, which are recorded as revenues, to reflect either (a) positive performance resulting in an increase in the Performance Allocations or (b) negative performance that would cause the amount due to the general

partner to be less than the amount previously recognized as revenue, resulting in a negative adjustment to Performance Allocations.

In each case, Performance Allocations are calculated on a cumulative basis and cumulative results are compared to amounts previously recorded, with a current period adjustment.

As the fair value of underlying investments varies between reporting periods, it is necessary to make adjustments to amounts recorded as Performance Allocations to reflect either (a) positive performance resulting in an increase in the Performance Allocations or (b) negative performance that would cause the amount due to the general partner to be less than the amount previously recognized, resulting in a negative adjustment to Performance Allocations.

In each case, Performance Allocations are calculated on a cumulative basis and cumulative results are compared to amounts previously recorded with a current period adjustment, positive or negative, recorded.

Accrued but unpaid Performance Allocations as of the reporting date are reflected in Investments in the consolidated statements of financial condition.

We considered the valuation of investments without readily determinable fair values used in the calculation of Performance Allocations as a critical audit matter because of the valuation techniques, assumptions, and subjectivity of the unobservable inputs used in the valuation.

Auditing the fair value of these investments required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists who possess significant investment valuation expertise.

We identified the valuation of certain investments without readily determinable fair values used in the calculation of Performance Allocations as a critical audit matter because of the valuation techniques, assumptions, and subjectivity of the unobservable inputs used in the valuation, and changes in the fair value of these investments directly impacts the amount of Performance Allocations the Company accrues for the period.

Auditing these inputs required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists who possess significant investment valuation expertise.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the valuation techniques, assumptions, and unobservable pricing inputs used by management to estimate the fair values of investments with unobservable inputs (“Level III”) included the following, among others:

Our audit procedures related to valuation techniques, assumptions, and unobservable pricing inputs used by management to estimate the fair values of certain investments with unobservable inputs (“Level III”) included the following, among others:

• We involved more senior, more experienced audit team members to perform audit procedures.

• We tested the design and implementation of controls over the determination of the fair value of Level III Investments.

• We tested the effectiveness of internal controls over the determination of the fair value of certain Level III Investments.

• We utilized our fair value specialists to assist in the evaluation of management’s valuation methodologies and valuation assumptions including the unobservable pricing inputs used to estimate fair value.

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• We assessed the consistency by which management applied its valuation process.

• We evaluated management’s ability to accurately forecast future revenues and/or operating margins by comparing actual results to management’s historical forecasts.

• We evaluated management’s ability to accurately forecast future revenues and operating margins by comparing actual results to management’s historical forecasts.

• We evaluated management’s ability to accurately estimate the fair value of Level III investments by comparing the previous estimates of fair value to subsequent market transactions.

Intangible Assets - Valuation of Investment Management Agreement and Acquired Carried Interest Intangible Assets for the Angelo Gordon Acquisition – Refer to Note 3 of the financial statements

Critical Audit Matter Description

On November 1, 2023, the Company completed the acquisition of Angelo Gordon and its subsidiaries.

The acquisition was accounted for as a business combination under ASC Topic 805, Business Combinations, with the assets acquired and liabilities assumed recorded at fair value, including identified intangible assets.

The intangible assets included investment management agreements and acquired carried interest.

Management, with the assistance of a third-party valuation specialist, estimated the fair value of the intangible assets by discounting the forecasted future cash flows.

The determination of fair value of the identified intangible assets involves significant estimates and assumptions related to the forecasted future cash flows and the selection of the discount rates.

We identified the valuation of the investment management agreement and acquired carried interest intangible assets as a critical audit matter because the fair value determination requires management to make significant valuation estimates and assumptions in determining the forecasted future cash flows and the selection of the respective discount rates.

Performing audit procedures to evaluate the reasonableness of these estimates and assumptions required a high degree of auditor judgment and an increased extent of effort, including the involvement of our fair value specialists who possess significant valuation expertise.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the forecasts of future cash flows and the selection of the discount rate for the investment management agreement and acquired carried interest intangible assets included the following, among others:

• We involved more senior, more experienced audit team members to perform audit procedures.

• We tested the effectiveness of controls over the valuation of the investment management agreement and acquired carried interest intangible assets, including management’s controls over forecasts of future cash flows and selection of the discount rate.

• We assessed the knowledge, skill, ability, and objectivity of management’s valuation specialist and evaluated the work performed.

• With the assistance of our fair value specialists, we evaluated the reasonableness of the (1) valuation methodology and (2) discount rate by:

• Testing the source information underlying the determination of the discount rate and testing the mathematical accuracy of the calculation.

• Developing a range of independent estimates and comparing those to the discount rate selected by management.

• We assessed the reasonableness of management’s forecasts of future cash flows by comparing the projections to governing documents, market data, industry data, and historical results, where applicable.

• We evaluated whether the estimated future cash flows were consistent with evidence obtained in other areas of the audit, including the consideration of any contradictory evidence.

/s/ DELOITTE & TOUCHE LLP

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6,724,112 5,329,868

Intangible assets 649,508 136,187

Goodwill 436,079 230,194

Other assets 462,625 263,011

Assets of consolidated TPG Funds and Public SPACs (1) :

Assets of consolidated Public SPACs (1) :

Cash and cash equivalents — 5,097

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Due to affiliates 143,175 139,863

Secured borrowings, net (1)

Debt obligations (1)

945,052 444,566

Senior unsecured term loan 199,307 199,494

Accrued performance allocation compensation 4,096,052 3,269,889

Other liabilities 652,463 226,090

Liabilities of consolidated TPG Funds and Public SPACs (1) :

Liabilities of consolidated Public SPACs (1) :

Derivative liabilities — 667

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Redeemable equity attributable to consolidated Public SPACs (1)

653,635 1,000,027

Class A common stock $ 0.001 par value, 2,340,000,000 shares authorized ( 80,596,501 and 79,240,058 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively)

Class B common stock $ 0.001 par value, 750,000,000 shares authorized ( 281,657,626 and 229,652,641 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively)

Preferred stock, $ 0.001 par value, 25,000,000 shares authorized ( 0 issued and outstanding as of December 31, 2022 and December 31, 2021, respectively)

Preferred stock, $ 0.001 par value, 25,000,000 shares authorized ( 0 issued and outstanding as of December 31, 2023 and December 31, 2022)

Additional paid-in-capital 613,476 506,639

Retained earnings 2,724 —

Partners’ capital controlling interests — 1,606,593

Retained (deficit) earnings ( 34,681 ) 2,724

Other non-controlling interests 2,781,977 2,576,199

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Income (loss) from investments:

Net (losses) gains from investment activities ( 110,131 ) 353,219 ( 5,839 )

Gain on deconsolidation — — 401,695

Net gains (losses) from investment activities 6,564 ( 110,131 ) 353,219

Interest, dividends and other 42,622 9,168 6,460

Investment income of consolidated TPG Funds and Public SPACs:

Net gains (losses) from investment activities — 23,392 ( 18,691 )

Unrealized gains (losses) on derivative liabilities of Public SPACs 12,382 211,822 ( 239,269 )

Net gains from investment activities — — 23,392

Unrealized gains on derivative liabilities of Public SPACs 667 12,382 211,822

Interest, dividends and other 7,692 6,741 10,321

Total investment (loss) income ( 81,840 ) 605,214 151,429

(Loss) income before income taxes ( 23,752 ) 4,665,035 1,448,711

Total investment income (loss) 57,545 ( 81,840 ) 605,214

Income (loss) before income taxes 83,653 ( 23,752 ) 4,665,035

Income tax expense 60,268 32,483 9,038

Net (loss) income ( 56,235 ) 4,655,997 1,438,932

Net income (loss) 23,385 ( 56,235 ) 4,655,997

Net (loss) income attributable to redeemable equity in Public SPACs prior to Reorganization and IPO — ( 517 ) 155,131

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Balance at January 1, 2021 $ 2,460,868 — — $ — $ — $ — $ — $ — $ — $ 2,259,834 $ 4,720,702

Net income (loss) 927,578 — — — — — — — — 707,260 1,634,838

Capital contributions 7,824 — — — — — — — — 21,155 28,979

Capital distributions ( 403,849 ) — — — — — — — — ( 377,630 ) ( 781,479 )

Change in receivable from sale of non-controlling interests in consolidated entities 9,145 — — — — — — — — 1,688 10,833

Deconsolidation of previously consolidated entities — — — — — — — — — ( 163,744 ) ( 163,744 )

Change in redemption value of redeemable non-controlling interest ( 97,803 ) — — — — — — — — ( 166,816 ) ( 264,619 )

Balance at December 31, 2020 $ 2,460,868 — — $ — $ — $ — $ — $ — $ — $ 2,259,834 $ 4,720,702

Shares of TPG Inc.

Partners' Capital Class A Common Stock Class B Common Stock Class A Common Stock, at par value Class B Common Stock, at par value Additional Paid-In Capital Retained Earnings (Deficit) Accumulated Other Comprehensive Income (Loss) Total TPG Inc.

Equity Other Non-Controlling Interests Total Partners' Capital/

Balance at January 1, 2021 $ 2,460,868 — — $ — $ — $ — $ — $ — $ — $ 2,259,834 $ 4,720,702

Net income 2,025,754 — — — — — — — — 2,475,112 4,500,866

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See accompanying notes to Consolidated Financial Statements.

Consolidated Statements of Changes in Equity

(dollars in thousands, except share data)

Shares of TPG Inc.

Class A Common Stock Class B Common Stock Class A Common Stock, at par value Class B Common Stock, at par value Additional Paid-In Capital Retained Earnings (Deficit) Total TPG Inc.

Equity Other Non-Controlling Interests Total Partners' Capital/

Balance at January 1, 2023 79,240,058 229,652,641 $ 79 $ 230 $ 506,639 $ 2,724 $ 509,672 $ 2,576,199 $ 3,085,871

Net income (loss) — — — — — $ 80,090 80,090 ( 68,749 ) 11,341

Equity-based compensation — — — — 49,579 — 49,579 590,443 640,022

Capital contributions — — — — — — — 21,769 21,769

Dividends/distributions — — — — ( 117,495 ) ( 117,495 ) ( 539,309 ) ( 656,804 )

Change in redemption value of redeemable non-controlling interest — — — — 1,457 — 1,457 25,971 27,428

Shares issued for net settlement of equity-based awards 356,443 — 0 — 0 — — — —

Withholding taxes paid on net settlement of equity-based awards — — — — ( 1,752 ) — ( 1,752 ) ( 5,126 ) ( 6,878 )

Deferred tax effects resulting from changes in equity — — — — ( 767 ) — ( 767 ) — ( 767 )

Exchange of Common Units to TPG Inc.

Class A Common stock 1,000,000 ( 1,000,000 ) 1 ( 1 ) 1,085 — 1,085 — 1,085

Acquisition (see Note 3) — 53,004,985 — 53 ( 53 ) — — 238,067 238,067

Equity reallocation between controlling and non-controlling interest — — — — 57,288 — 57,288 ( 57,288 ) —

Balance at December 31, 2023 80,596,501 281,657,626 $ 80 $ 282 $ 613,476 $ ( 34,681 ) $ 579,157 $ 2,781,977 $ 3,361,134

See accompanying notes to Consolidated Financial Statements.

Consolidated Statements of Cash Flows

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Operating activities:

Net (loss) income $ ( 56,235 ) $ 4,655,997 $ 1,438,932

Net income (loss) $ 23,385 $ ( 56,235 ) $ 4,655,997

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

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Performance allocation compensation 591,676 416,556 —

Loss (gain) from investment activities 110,131 ( 353,219 ) 5,839

Gain on deconsolidation — — ( 401,695 )

Net (gains) losses from investment activities ( 6,564 ) 110,131 ( 353,219 )

Capital allocation-based income ( 855,285 ) ( 756,252 ) ( 3,998,483 )

Other non-cash activities 100,628 29,939 45,729

Net (gains) losses from investment activities of consolidated TPG Funds and Public SPACs ( 12,382 ) ( 235,214 ) 257,960

Unrealized gains from investment activities of consolidated TPG Funds and Public SPACs ( 667 ) ( 12,382 ) ( 235,214 )

Changes in operating assets and liabilities:

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Proceeds from investments 798,478 1,567,684 2,179,064

Change in consolidation and other — — ( 10,976 )

Due from affiliates 41,268 ( 42,378 ) ( 42,826 )

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Investing activities:

Acquisitions, net of cash acquired (Note 3) ( 356,835 ) — 24,817

Repayments of notes receivable from affiliates — 14,937 23,282

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Purchases of fixed assets ( 16,728 ) ( 2,449 ) ( 1,791 )

Acquisition of NewQuest — 24,817 —

Transfers related to Reorganization Activities (see Note 1) — ( 75,000 ) —

Deconsolidation of previously consolidated vehicles (see Note 4) — — ( 107,221 )

Transfers related to Reorganization Activities — — ( 75,000 )

Net cash used in investing activities ( 373,563 ) ( 3,012 ) ( 37,745 )

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Reorganization activities — 2,124 —

Proceeds from senior unsecured term loan — 200,000 —

Borrowings on revolving credit facility to affiliate — — 150,000

Repayments of revolving credit facility to affiliate — ( 50,000 ) ( 100,000 )

Proceeds from subordinated credit facility 30,000 — 55,000

Repayments of subordinated credit facility ( 30,000 ) — ( 55,000 )

Proceeds from sale of non-controlling interests — — 10,833

Proceeds from debt obligations 651,000 30,000 200,000

Repayment of debt obligations ( 150,000 ) ( 30,000 ) ( 50,000 )

Issuance costs on debt obligations ( 900 ) — ( 520 )

Withholding taxes paid on net settlement of equity-based awards ( 6,878 ) — —

Contributions from holders of other non-controlling interests 21,769 7,822 4,636

See accompanying notes to Consolidated Financial Statements.

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2023 2022 2021

Debt issuance costs — ( 520 ) —

Contributions from holders of other non-controlling interests 7,822 4,636 7,884

Distributions to holders of other non-controlling interests prior to Reorganization and IPO — ( 318,942 ) ( 1,009,242 )

Contributions from partners prior to Reorganization and IPO — — 7,824

Dividends/Distributions ( 643,224 ) ( 662,812 ) —

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Distributions to holders of non-controlling interests — — ( 12,840 )

Net cash (used in) provided by financing activities ( 1,238,080 ) ( 1,322,566 ) 250,329

Net cash used in financing activities $ ( 789,234 ) $ ( 1,238,080 ) $ ( 1,322,566 )

Net change in cash, cash equivalents and restricted cash $ ( 442,279 ) $ 134,786 $ 114,509

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Cash, cash equivalents and restricted cash, end of period $ 678,371 $ 1,120,650 $ 985,864

Supplemental disclosures of other cash flow information (a):

Supplemental disclosures of other cash flow information:

Cash paid for income taxes $ 51,130 $ 48,327 $ 8,548

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Supplemental disclosures of non-cash operating activities:

Conversion from notes receivable from affiliate to equity method investments — — ( 8,380 )

Investment in equity method investments — — ( 3,138 )

In-kind proceeds from investments — — 36,334

Proceeds receivable on sale of investments ( 6,244 ) ( 31,104 ) ( 7,750 )

Increase in due from affiliates — — ( 3,045 )

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Deferred underwriting related to Public SPACs 22,750 12,250 ( 35,441 )

Distributions in-kind to partners — — ( 57,281 )

Distributions in-kind to holders of other non-controlling interests — — ( 33,197 )

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Distributions payable to holders of other non-controlling interests 17,779 3,964 355,282

Distributions payable to holders of non-controlling interests in consolidated funds — — 2,028

Repayments of notes receivable to affiliates — — 3,045

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TPG Inc., along with its consolidated subsidiaries (collectively “TPG,” or the “Company”) is a leading global alternative asset manager on behalf of third-party investors under the “TPG” brand name.

includes the consolidated accounts of management companies, general partners of pooled investment entities and Special Purpose Acquisition Companies (“Public SPACs” and/or “SPACs”), which are held in one of three holding companies (TPG Operating Group I, L.P., TPG Operating Group II, L.P.

and TPG Operating Group III, L.P.) (collectively the “TPG Operating Group”).

includes the consolidated accounts of management companies, general partners of pooled investment entities and variable interest entities, in which the Company is the primary beneficiary, held by TPG Operating Group II, L.P., a holding company (“TPG Operating Group”).

Reorganization and IPO

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The TPG Operating Group (and the entities through which its direct and indirect partners held their interests) was restructured and recapitalized.

On December 31, 2021, the TPG Operating Group transferred certain assets to Tarrant Remain Co I, L.P., Tarrant Remain Co II, L.P., Tarrant Remain Co III, L.P., and Tarrant Remain Co GP, LLC, a Delaware limited liability company serving as their general partner (collectively “RemainCo”) and distributed the interests in RemainCo to the owners of the TPG Operating Group.

On December 31, 2021, the TPG Operating Group transferred certain assets to RemainCo and distributed the interests in RemainCo to the owners of the TPG Operating Group.

Following the transfer of certain assets, the Company deconsolidated certain TPG Funds (“TPG Funds”) as of December 31, 2021 as the Company is no longer their primary beneficiary.

The following table summarizes the impact of the deconsolidation of the TPG Funds, which resulted from the transfer of economic entitlements to RemainCo related to the TPG Funds we previously consolidated, on the Consolidated Statement of Financial Condition as of December 31, 2021 (in thousands):

Balances prior to Reorganization Impact of Reorganization December 31, 2021

Assets of consolidated TPG Funds:

Cash and cash equivalents $ 972 $ ( 972 ) $ —

Investments 254,453 ( 254,453 ) —

Due from affiliates 1,862 ( 1,862 ) —

Due from counterparty 97,768 ( 97,768 ) —

Other assets 486 ( 486 ) —

Total assets $ 355,541 $ ( 355,541 ) $ —

Liabilities and Partners' Capital

Liabilities of consolidated TPG Funds:

Accounts payable and accrued expenses $ 1,183 $ ( 1,183 ) $ —

Securities sold, not yet purchased 63,350 ( 63,350 ) —

Due to affiliates 524 ( 524 ) —

Due to counterparty 8,920 ( 8,920 ) —

Other liabilities 2,524 ( 2,524 ) —

Total liabilities 76,501 ( 76,501 ) —

Partners’ capital controlling interests 65,481 ( 65,481 ) —

Non-controlling interests in consolidated TPG Funds 213,559 ( 213,559 ) —

Total partners’ capital 279,040 ( 279,040 ) —

Total liabilities and partners' capital $ 355,541 $ ( 355,541 ) $ —

Notes to Consolidated Financial Statements

On January 12, 2022, the following steps were completed:

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The underwriters’ exercise of their option in addition to the IPO related transactions resulted in a total of 70,811,664 and 8,258,901 of Class A voting and Class A non-voting common stock outstanding, respectively.

TPG Inc.’s ownership of the TPG Operating Group totaled approximately 26 % on December 31, 2022.

As of December 31, 2023, TPG Inc.’s legal ownership of the TPG Operating Group totaled approximately 22 % .

Notes to Consolidated Financial Statements

Summary of Significant Accounting Policies

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Certain comparative amounts for the prior fiscal period have been reclassified to conform to the financial statement presentation as of and for the period ended December 31, 2023.

The Consolidated Financial Statements include the accounts of TPG Inc., TPG Operating Group (formerly known as “the Holdings Companies”) and their consolidated subsidiaries, TPG’s management companies, the general partners of TPG funds and entities that meet the definition of a variable interest entity (“VIE”) for which the Company is considered the primary beneficiary.

The prior period financial statements present the consolidated accounts of TPG Group Holdings, which is considered the predecessor for accounting purposes.

The Consolidated Financial Statements include the accounts of TPG Inc., TPG Operating Group and their consolidated subsidiaries, management companies, the general partners of funds and entities that meet the definition of a variable interest entity (“VIE”) for which the Company is considered the primary beneficiary.

The financial statements for periods prior to the Reorganization and IPO present the consolidated accounts of TPG Group Holdings, which is considered the predecessor for accounting purposes.

Following the completion of our IPO, TPG Inc.

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GAAP, as the Company’s predecessor was considered the primary beneficiary.

Following the Reorganization and IPO, the Company no longer has a controlling financial interest in certain TPG Funds and continues to have a controlling financial interest in Public SPACs.

Following the Reorganization and IPO, the Company no longer has a controlling financial interest in certain TPG Funds.

Public SPACs are consolidated pursuant to U.S.

Consequently, the accompanying Consolidated Financial

Notes to Consolidated Financial Statements

Statements include the assets, liabilities, revenues, expenses and cash flows of such certain consolidated Public SPACs.

GAAP, and the accompanying Consolidated Financial Statements include the assets, liabilities, revenues, expenses and cash flows of the consolidated Public SPACs.

The ownership interest in certain TPG Funds held by entities or persons outside of TPG are reflected as other non-controlling interests in the accompanying Consolidated Financial Statements for fiscal years beginning prior to January 1, 2022.

All of the management fees, performance allocations (as defined herein) and other amounts earned from the consolidated TPG Funds and Public SPACs are eliminated in consolidation.

All of the management fees and other amounts earned from the consolidated TPG Funds and Public SPACs are eliminated in consolidation.

In addition, the equivalent expense amounts recorded by the consolidated TPG Funds and Public SPACs are also eliminated, with such reduction of expenses allocated to controlling interest holders.

Accordingly, the consolidation of these entities has no net effect on net income attributable to TPG Inc., its predecessor, or net income attributable to other non-controlling interests.

TPG Funds’ investments (the “Portfolio Companies”) are considered affiliates due to the nature of the Company’s ownership interests.

Accordingly, the consolidation of these entities has no net effect on net income attributable to TPG Inc.

or net income attributable to other non-controlling interests.

Use of Estimates

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An entity is considered to be a VIE if any of the following conditions exist:

(i) the equity investment at risk is not sufficient to finance the activities of the entity without additional subordinated financial support, (ii) as a group, the holders of the equity investment at risk lack the power to direct the activities that most significantly impact the entity’s economic performance or the obligation to absorb the expected losses or right to receive the expected residual returns, and (iii) the voting rights of some holders of the equity investment at risk are disproportionate to their obligation to absorb losses or right to receive returns, and substantially all of the activities are conducted on behalf of the holder of equity investment at risk with disproportionately few voting rights.

Notes to Consolidated Financial Statements

performance or the obligation to absorb the expected losses or right to receive the expected residual returns, and (iii) the voting rights of some holders of the equity investment at risk are disproportionate to their obligation to absorb losses or right to receive returns, and substantially all of the activities are conducted on behalf of the holder of equity investment at risk with disproportionately few voting rights.

For limited partnerships, partners lack power if neither (i) a simple majority or lower threshold (including a single limited partner) with equity at risk is able to exercise substantive kick-out rights through voting interests over the general partner, nor (ii) limited partners with equity at risk are able to exercise substantive participating rights over the general partners.

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TPG consolidates VOEs that it controls through a majority voting interest or through other means.

Notes to Consolidated Financial Statements

The TPG Funds do not consolidate wholly-owned, majority-owned or controlled investments in Portfolio Companies, nor do the TPG Funds account for investments in Portfolio Companies over which they exert significant influence under the equity method of accounting.

Rather, these investments are carried at fair value as described below in the section entitled Fair Value Measurement.

As of December 31, 2021, the Company no longer consolidates such TPG Funds (see Note 1 to the Consolidated Financial Statements).

Investments consist of investments in private equity funds, real estate funds, hedge funds and credit funds, including our share of any performance allocations and equity method and other proprietary investments.

Investments denominated in currencies other than the U.S.

dollar are valued based on the spot rate of the respective currency at the end of the reporting period with changes related to exchange rate movements reflected in the Consolidated Statements of Operations.

Equity Method – Performance Allocations and Capital Interests

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When observable prices are not available for investments, the general partners use the market and income approaches to determine fair value.

The market approach consists of utilizing observable market data, such as current trading or acquisition multiples of comparable companies, and applying it to key financial metrics, such as earnings before interest, depreciation and taxes, of the Portfolio Company.

Notes to Consolidated Financial Statements

interest, depreciation and taxes, of the portfolio company.

The comparability of the identified set of comparable companies to the portfolio company, among other factors, is considered in the application of the market approach.

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Due to the inherent uncertainty of valuations, the fair values reflected in the accompanying Consolidated Financial Statements may differ materially from values that would have been used had a readily available market existed for such investments and may differ materially from the values that may ultimately be realized.

Notes to Consolidated Financial Statements

Investments Held to Maturity

The Company holds investments in the notes issued by CLO funds that are held to maturity.

The Company has the intent and ability to hold these investments until maturity.

Held to maturity securities are stated at amortized cost, adjusted for amortization of premiums and accretion of discounts to maturity computed under the effective interest method.

The effective interest method uses projected cash flows and includes uncertainties and contingencies that are difficult to predict and are subject to future events that may impact estimated interest income prospectively.

Certain tranches of the notes were purchased at a discount and are being amortized back to par value until they mature at various dates between 2033 to 2035.

If the Company failed to keep these investments as held to maturity it would be required to reclassify them as trading securities and would measure at fair value.

Where applicable, impairment is recognized related to investments in the CLO funds in accordance with U.S.

The CLO funds evaluate securities for impairment on a security-by-security basis based on adverse changes in expected cash flows.

Those investments were fair valued in purchase accounting as discussed in Note 3.

Equity Method Investments – Other

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Changes in the fair value of these equity method investments are recognized in net gains (losses) from investment activities in the Consolidated Financial Statements.

Notes to Consolidated Financial Statements

Equity Investments

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Allocation of income to non-controlling interest holders is based on the respective entities’ governing documents.

Notes to Consolidated Financial Statements

Revenues consisted of the following (in thousands):

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Management fees $ 1,187,947 $ 919,830 $ 718,344

Fee credits ( 11,461 ) ( 13,630 ) ( 20,012 )

Monitoring fees 10,866 14,330 14,324

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Incentive Fees

TPG Funds and other vehicles

TPG funds, limited partners and other vehicles

Investment management services performed over a period of time that result in achievement of minimum investment return levels

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Management Fees

The Company provides investment management services to the TPG Funds, limited partners and other vehicles in exchange for a management fee.

Management fees are determined quarterly based on an annual rate and are generally based upon a percentage of the capital committed or capital invested during the investment period.

Thereafter, management fees are generally based on a percentage of actively invested capital or as otherwise defined in the respective management agreements.

The Company provides investment management services to the TPG funds, limited partners, SMAs and clients, and other vehicles in exchange for a management fee.

Management fees also include catch-up fees, also known as out of period management fees, which are fees paid in any given period that relate to a prior period, usually as the result of a new limited partner coming into a fund in a subsequent close.

Management fees are determined quarterly based on an annual rate and are generally based upon a percentage of capital committed, net funded capital commitments, cost of investments, Net Asset Value (“NAV”) or actively invested capital or as otherwise defined in the respective management agreements.

Since some of the factors that cause management fees to fluctuate are outside of the Company’s control, management fees are considered constrained and are not included in the transaction price until the uncertainty relating to the constraint is subsequently resolved.

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Notes to Consolidated Financial Statements

Management fees earned generally range from 0.50 % to 2.00 % of committed capital during the commitment period and from 0.25 % to 2.00 % of actively invested capital after the commitment period or at an annual rate of fund gross assets, as defined in the respective partnership agreements of the TPG Funds.

Management fees charged to consolidated TPG Funds and SPACs are eliminated in consolidation.

Management fee rates generally range between the following:

Management fee base Low High

Committed capital 0.50 % 2.00 %

Actively invested capital 0.25 % 2.00 %

Net funded capital commitments 0.63 % 1.75 %

Cost of investments 0.50 % 1.00 %

NAV 0.50 % 1.50 %

Under the terms of the management agreements with certain TPG funds, the Company is required to reduce management fees payable by funds by an agreed upon percentage of certain fees, including monitoring and transaction fees earned from portfolio companies.

These amounts are generally applied as a reduction of the management fee that is otherwise billed to the investment fund and are recorded as a reduction of revenues in the Consolidated Statement of Operations.

For the years ended December 31, 2023, 2022 and 2021, these amounts totaled $ 6.4 million, $ 11.5 million and $ 13.6 million, respectively.

Amounts payable to investment funds are recorded in due to affiliates in the Consolidated Financial Statements.

See Note 1 4 to the Consolidated Financial Statements.

Management fees charged to consolidated Public SPACs are eliminated in consolidation.

Monitoring Fees

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Transaction fees are separately negotiated for each transaction and are generally based on the underlying transaction value.

After the contract is established, management makes no significant judgements when determining the transaction price.

Under the terms of the management agreements with certain TPG Funds, the Company is required to reduce management fees payable by funds by an agreed upon percentage of certain fees, including monitoring and transaction fees earned from Portfolio Companies (“Fee Credits”).

Investment funds receive the benefit of Fee Credits only with respect to monitoring and transaction fees that are allocable to the fund’s investment in the Portfolio Company and not, for example, any fees allocable to capital invested through co-investment vehicles.

Fee Credits are calculated after deducting certain costs incurred in connection with reimbursements of specialized operational services associated with providing specialized operations and consulting services to the funds and Portfolio Companies.

Fee Credits are recognized by investment funds concurrently with the recognition of monitoring fees and transaction fees.

Since Fee Credits are payable to investment funds, amounts of Fee Credits are generally applied as a reduction of the management fee that is otherwise billed to the investment fund.

Fee Credits are recorded as a reduction of revenues in the Consolidated Statement of Operations.

Fee Credits payable to investment funds are recorded in due to affiliates in the Consolidated Financial Statements.

See Note 1 5 to the Consolidated Financial Statements.

After the contract is established, management makes no significant judgments when determining the transaction price.

Incentive Fees

The Company provides investment management services to certain TPG funds and other vehicles in exchange for a management fee as discussed above and, in some cases, an incentive fee when the Company is not entitled to performance allocations, as further discussed below.

Incentive fees are considered variable consideration as these fees are subject to reversal, and therefore the recognition of such fees is deferred until the end of the measurement period when the performance-based incentive fees become fixed and determinable.

Incentive fees are considered variable consideration in the scope of the revenue guidance as these fees are affected by changes in the fair value of investments over the performance period.

The Company recognizes incentive fees only when these amounts are no longer subject to significant reversal, which is typically at the end of a defined performance period and/or upon expiration of the associated clawback period.

After the contract is established, there are no significant judgments made when determining the transaction price.

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See discussion above regarding “Incentive Fees”.

Performance allocations are allocated to the general partners based on cumulative fund performance as of each reporting date, and after specified investment returns to the funds’ limited partners are achieved.

Open-end funds can issue and redeem interests to investors on an on-going basis at the then-current net asset values subject to the fund’s policies as specified in governing documents.

The Company generally receives performance allocations from its open-end funds based on a percentage of annual fund profits, reduced by minimum return hurdles, and subject to prior year loss carry-forwards.

Performance allocations are either paid in the first quarter following the performance year or during the calendar year if there are investor redemptions and are generally not subject to repayment by the Company.

Performance allocations attributed to certain non-liquid investments (“side pocket investments”) owned by open-end funds is paid when the associated side pocket investments are realized.

Performance allocations for closed-end funds are allocated to the general partners based on cumulative fund performance as of each reporting date, and after specified investment returns to the funds’ limited partners are achieved.

At the end of each reporting period, the TPG funds calculate and allocate the performance allocations that would then be due to the general partner for each TPG fund, pursuant to the TPG fund governing agreements, as if the fair value of the underlying investments were realized as of such date, irrespective of whether such amounts have been realized.

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Revenue related to performance allocations for consolidated TPG funds is eliminated in consolidation.

The Company earns management fees, incentive fees and capital allocation-based income (loss) from investment funds and other vehicles whose primary focus is making investments in specified geographical locations and earns transaction and monitoring fees from portfolio companies located in varying geographies.

For the years ended December 31, 2022, 2021 and 2020, over 10 % of consolidated revenues were generated in the United States.

For the year ended December 31, 2022, 87 %, 5 % and 8 % of consolidated revenues were generated in the Americas, Europe/Middle East and Asia-Pacific, respectively.

For the year ended December 31, 2021, 66 %, 6 % and 28 % of consolidated revenues were generated in the Americas, Europe/Middle East and Asia-Pacific, respectively.

For the year ended December 31, 2020, 77 %, 4 % and 19 % of consolidated revenues were generated in the Americas, Europe/Middle East and Asia-Pacific, respectively.

The determination of the geographic region was based on the geographic focus of the associated investment vehicle or where the portfolio company is headquartered.

The Company earns management fees, incentive fees and capital allocation-based income (loss) from investment funds and other vehicles whose primary focus is making investments in varying geographical locations and earns transaction and monitoring fees from portfolio companies located in varying geographies, including North America, Europe and Asia-Pacific.

The primary geographic region in which the Company invests in is North America and the majority of its revenues from contracts with customers are also generated in North America.

Notes to Consolidated Financial Statements

Investment Income

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The carrying value of equity method investments in proprietary investments where the Company exerts significant influence is generally determined based on the amounts invested, adjusted for the equity in earnings or losses of the investee allocated based on the Company’s ownership percentage, less distributions and any impairment.

The Company records its proportionate share of investee’s equity in earnings or losses based on the most recently available financial

Notes to Consolidated Financial Statements

information, which in certain cases may lag the date of TPG’s financial statements by up to three calendar months.

Income from equity method investments is recorded in net gains (losses) from investment activities on the Consolidated Statements of Operations.

The Company records its proportionate share of investee’s equity in earnings or losses based on the most recently available financial information, which in certain cases may lag the date of TPG’s financial statements by up to three calendar months.

Income from equity method investments is recorded in net gains (losses) from investment activities on the Consolidated Financial Statements.

Income from equity method investments for which the fair value option was elected

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Discounts are applied, where appropriate, to reflect restrictions on the marketability of the investment.

Income from equity method investments for which the fair value option was elected is recorded in net gains (losses) from investment activities on the Consolidated Statements of Operations.

Income from equity method investments for which the fair value option was elected is recorded in net gains (losses) from investment activities on the Consolidated Financial Statements.

Income from equity investments

Income from equity investments, which represent investments held through equity securities of an investee that the Company does not hold significant influence over, includes realized gains from the sale of investments and unrealized gains and losses result from observable price changes in orderly transactions for the identical or a similar investment of the same issuer.

Income from equity investments is recorded in net gains (losses) from investment activities on the Consolidated Statements of Operations.

Net gains (losses) from investment activities of consolidated TPG Funds and Public SPACs

Net gains (losses) from investment activities includes realized gains and losses from the sale of equity, securities sold and not yet purchased, debt and derivative instruments other than warrants and forward purchase agreements (“FPAs”), and unrealized gains and losses from changes in the fair value of such instruments.

Realized gains and losses are recognized on the date the transaction is completed.

These instruments are generally valued at quoted market prices based upon the last sales price on the measurement date.

Discounts are applied, where appropriate, to reflect restrictions on the marketability of the investment.

Net gains from investment activities of consolidated TPG Funds and Public SPACs are recorded in net gains (losses) from investment activities of consolidated TPG Funds and Public SPACs on the Consolidated Statements of Operations.

Income from equity investments is recorded in net gains (losses) from investment activities on the Consolidated Financial Statements.

Unrealized gains (losses) from derivative liabilities of Public SPACs

Unrealized gains (losses) from derivative liabilities of Public SPACs includes unrealized gains and losses from changes in fair value of warrants and FPAs.

Unrealized gains (losses) from derivative liabilities of Public SPACs includes unrealized gains and losses from changes in fair value of warrants and forward purchase agreements (“FPAs”).

Interest, dividends and other

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Compensation expense for awards that do not require future service is recognized immediately.

Compensation expense for awards that contain market and service conditions is based on grant-date fair value that factors in the probability that the market conditions will be achieved and is recognized on a tranche by tranche basis using the accelerated attribution method.

The requisite service period for those awards is the longer of the explicit service period and

Compensation expense for awards that contain both market and service conditions is based on grant-date fair value that factors in the probability that the market conditions will be achieved and is recognized on a tranche by tranche basis using the accelerated attribution method.

The requisite service period for those awards is the longer of the explicit service period and the derived service period.

Compensation expense for awards that contain both performance and service conditions is recognized, if the Company deems it probable that the performance condition will be met, over the longer of the implicit or explicit service period.

Compensation expense for awards to recipients with retirement eligibility provisions (allowing such recipient to continue vesting upon departure from TPG) is either expensed immediately or amortized to the retirement

Notes to Consolidated Financial Statements

the derived service period.

eligibility date.

The Company recognizes equity-based award forfeitures in the period they occur as a reversal of previously recognized compensation expense.

Prior to the IPO, all performance allocation payments in the form of legal form equity made to the Company’s partners were paid pro rata based on ownership percentages in the underlying investment partnership and accounted for as distributions on the equity held by such partners during such period.

For the period in 2022 prior to the IPO, there were no performance allocations earned, allocated or distributed with respect to partnership interests.

Performance allocation compensation expense and accrued performance allocation compensation is the portion of performance allocations that TPG allocates to certain of its employees and certain other advisors of the Company.

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Assets Held in Trust Accounts

Proceeds from equity issued by certain consolidated Public SPACs have been deposited into trust accounts (“Trust Accounts”) and may only be utilized for specific purposes.

Therefore, such cash and investments are reported separately in assets held in Trust Accounts on the Consolidated Statements of Financial Condition.

As of December 31, 2022 and December 31, 2021, TPG Pace Beneficial II Corp.

(“YTPG”) assets held in Trust Accounts were deposited into a non-interest-bearing U.S.

Proceeds from equity issued by certain consolidated Public SPACs had been deposited into trust accounts (“Trust Accounts”) and could only be utilized for specific purposes.

Therefore, such cash and investments are reported separately in assets held in Trust Accounts on the Consolidated Financial Statements.

As of December 31, 2023, TPG Pace Beneficial II Corp.

(“YTPG”) had no assets held in Trust Accounts and held no cash.

As of December 31, 2022, YTPG assets held in Trust Accounts were deposited into a non-interest-bearing U.S.

based account.

On April 17, 2023, YTPG used these funds to redeem all of its outstanding Class A ordinary shares, par value $ 0.0001 (the “YTPG Class A Ordinary Shares”).

See Note 15 to the Consolidated Financial Statements.

As of December 31, 2023, AfterNext HealthTech Acquisition Corp.

(“AFTR”) assets held in Trust Accounts were invested in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S.

(“AFTR”) had no assets held in Trust Accounts and held no cash.

As of December 31, 2022, AFTR assets held in Trust Accounts were invested in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S.

government treasury obligations.

As of December 31, 2021, these assets were deposited into a non-interest-bearing U.S.

based trust account.

On August 16, 2023, AFTR used these funds to redeem its outstanding Class A ordinary shares, par value $ 0.0001 (the “AFTR Class A Ordinary Shares”).

See Note 15 to the Consolidated Financial Statements.

Notes to Consolidated Financial Statements

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These derivative contracts are not designated as hedging instruments for accounting purposes.

These derivatives are agreements in which a consolidated Public SPAC and a counterparty agree to exchange cash flows based on agreed-upon terms.

As a result of the derivative transaction, the Company is exposed to the risk that counterparties will fail to fulfill their contractual obligations.

To mitigate such counterparty risk, the applicable Public SPAC only enters into contracts with major financial institutions, all of which have investment grade ratings.

These derivatives were agreements in which a consolidated Public SPAC and a counterparty agreed to exchange cash flows based on agreed-upon terms.

As a result of the derivative transaction, the Company was exposed to the risk that counterparties would have failed to fulfill their contractual obligations.

To mitigate such counterparty risk, the applicable Public SPAC only entered into contracts with major financial institutions, all of which had investment grade ratings.

Counterparty credit risk is evaluated in determining the fair value of the derivative instruments.

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The Company accounts for warrants and FPAs of the consolidated Public SPAC’s ordinary shares that are not indexed to its own stock as liabilities at fair value on the balance sheet.

These warrants and FPAs are subject to remeasurement at each balance sheet date and any change in fair value is recognized in the Company’s Consolidated Statements of Operations.

These warrants and FPAs are subject to remeasurement at each balance sheet date and any change in fair value is recognized in the Company’s Consolidated Financial Statements.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance.

For issued or modified warrants and FPAs that do not meet all the criteria for equity classification, the warrants and FPAs are required to be recorded as a liability at their initial fair value on the date of issuance, and each balance sheet date thereafter.

Changes in the estimated fair value of the warrants and FPAs are recognized as a non-cash gain or loss on the Consolidated Statements of Operations.

Changes in the estimated fair value of the warrants and FPAs are recognized as a non-cash gain or loss on the Consolidated Financial Statements.

Fair Value Measurement

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Financial assets and financial liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

Except for secured borrowings, the fair value of the Company’s assets and liabilities, including our Senior Unsecured Term Loan, which qualify as financial instruments under ASC 820, approximates the carrying amounts represented in the Consolidated Statements of Financial Condition due to their short-term nature and in the case of our Senior Unsecured Term Loan due to its variable rate nature.

Except for secured borrowings, the fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, approximates the carrying amounts represented in the Consolidated Financial Statements due to their short-term nature.

In the case of our senior unsecured term loan and senior unsecured revolving credit facility, the fair values approximate the carrying amounts represented in the Consolidated Financial Statements due to their variable rate nature.

See Note 12 to the Consolidated Financial Statements.

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Receivables from and payables to affiliates are recorded at their expected settlement amount in due from and due to affiliates in the Consolidated Financial Statements.

Business Combinations

The Company accounts for business combinations using the acquisition method under ASC Topic 805, Business Combinations (“ASC 805”) under which the purchase price of the acquisition is allocated to the assets acquired and liabilities assumed using the fair values determined by management as of the acquisition date.

Management’s determination of fair value of assets acquired and liabilities assumed at the acquisition date is based on the best information available in the circumstances and may incorporate management’s own assumptions and involve a significant degree of judgment.

Management uses its best estimates and assumptions to accurately assign fair value to the tangible and identifiable intangible assets acquired and liabilities assumed at the acquisition date as well as the useful lives of those acquired intangible assets.

Examples of critical estimates in valuing certain of the intangible assets we have acquired include, but are not limited to, future expected cash inflows and outflows, future fundraising assumptions, expected useful life, discount rates and income tax rates.

Our estimates for future cash flows are based on historical data, various internal estimates and certain external sources, and are based on assumptions that are consistent with the plans and estimates we are using to manage the underlying assets acquired.

Unanticipated events and circumstances may occur that could affect the accuracy or validity of such assumptions, estimates or actual results.

For business combinations accounted for under the acquisition method, the purchase consideration, including the fair value of certain elements of contingent consideration as of the acquisition date, in excess of the fair value of net assets acquired is recorded as goodwill.

Goodwill represents the excess of the purchase price over the fair value of acquired identifiable net tangible and intangible assets.

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Intangible Assets

The Company’s intangible assets consist of the fair value of its interests in future promote of certain funds and the fair value of acquired investor relationships representing the fair value of management fees earned from existing investors in future funds.

Finite-lived intangible assets are amortized over their estimated useful lives, which range from five to twelve years , and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the intangible asset may not be recoverable.

Amortization expense is included in depreciation and amortization expense in the Consolidated Statements of Operations.

The Company’s intangible assets primarily consist of the fair value of its interests in future promote of certain funds and the fair value of acquired investor relationships representing the fair value of management fees earned from existing investors in future funds.

Finite-lived intangible assets are amortized over their estimated useful lives, which range from two to 20 years, and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the intangible asset may not be recoverable.

Amortization expense is included in depreciation and amortization expense in the Consolidated Financial Statements.

Operating Leases

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Operating lease liabilities are recognized at the commencement date based on the present value of the lease payments over the lease term.

To the extent these payments are fixed or determinable, they are included as part of the lease payments used to measure the lease liability.

To the extent these payments are fixed or determinable, they are included as part of the lease payments used to

Notes to Consolidated Financial Statements

measure the lease liability.

The Company’s ROU assets are recognized as the initial measurement of the lease liabilities plus any initial direct costs and any prepaid lease payments less lease incentives received, if any.

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The Company has elected the short-term lease expedient.

A short-term lease is a lease that, as of the commencement date, has a lease term of 12 months or less and does not include an option to purchase the underlying

Notes to Consolidated Financial Statements

asset that the lessee is reasonably certain to exercise.

A short-term lease is a lease that, as of the commencement date, has a lease term of 12 months or less and does not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise.

For such leases, the Company will not apply the recognition requirements of ASC Topic 842, Leases (“ASC 842”) and instead will recognize the lease payments as lease cost on a straight-line basis over the lease term.

Additionally, the Company elected the practical expedient which allows an entity to not reassess whether any existing land easements are or contain leases.

The Company’s leases primarily consist of operating leases for real estate, which have remaining terms of 1 to 11 years.

Some of those leases include options to extend for additional terms ranging from 2 to 10 years.

The Company’s leases primarily consist of operating leases for real estate, which have remaining terms of one to 10 years.

Some of those leases include options to extend for additional terms ranging from one to 10 years.

The Company’s other leases, including those for office equipment, vehicles, and aircrafts, are not significant.

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From time to time, the Company enters into certain sublease agreements that have terms similar to the remaining terms of the master lease agreements between TPG and the landlord.

Sublease income is recorded as an offset to general, administrative and other in the accompanying Consolidated Statements of Operations.

In response to the COVID-19 pandemic, the Financial Accounting Standards Board (“FASB”) provided relief under ASC 842.

Under this relief, companies can make a policy election on how to treat lease concessions resulting directly from the COVID-19 pandemic, provided that the modified contracts result in total cash flows that are substantially the same or less than the cash flows in the original contract.

The Company made the policy election to account for lease concessions that result from the COVID-19 pandemic as if they were made under enforceable rights in the original contract.

Additionally, the Company made the policy election to account for these concessions outside of the lease modification framework described under ASC 842.

The Company records accruals for deferred rental payments and recognizes rent abatements or concessions as variable lease costs in the periods incurred.

Operating lease expense is recognized on a straight-line basis over the lease term and is recorded within general, administrative and other in the accompanying Consolidated Statements of Operations (see N o te 1 7 to the Consolidated Financial Statements).

Sublease income is recorded as an offset to general, administrative and other in the accompanying Consolidated Financial Statements.

Operating lease expense is recognized on a straight-line basis over the lease term and is recorded within general, administrative and other in the accompanying Consolidated Financial Statements (see Note 1 6 to the Consolidated Financial Statements).

Fixed assets consist primarily of leasehold improvements, furniture, fixtures and equipment, computer hardware and software and other fixed assets which are recorded at cost, less accumulated depreciation.

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Gains and losses resulting from remeasurement are included in general, administrative and other in the accompanying Consolidated Statements of Operations.

Foreign currency gains and losses resulting from transactions in currencies other than the functional currency are also included in general, administrative and other in the Consolidated Statements of Operations during the period the transaction occurred.

Foreign currency gains and losses resulting from transactions in

Notes to Consolidated Financial Statements

currencies other than the functional currency are also included in general, administrative and other in the Consolidated Statements of Operations during the period the transaction occurred.

Repurchase Agreements

The Company, through its a subsidiary, has financed the purchase of certain investments in the debt tranches of certain CLO Funds through a repurchase agreement.

The Company records these investments as an asset and the related borrowings under the repurchase agreements are recorded as a liability on the Consolidated Statements of Financial Condition.

The amount borrowed is the amount equal to the debt investment outstanding in the CLO.

Interest income earned and interest expense incurred on the repurchase obligation are reported on the Consolidated Statements of Operations.

Accrued interest receivable on investments and accrued interest payable on repurchase agreements are included in accounts payable and accrued expenses on the Consolidated Statements of Financial Condition.

Securities sold under agreements to repurchase are accounted for as collateralized financing transactions.

The Company provides securities to counterparties to collateralize amounts borrowed under repurchase agreements on terms that permit the counterparties to repledge or resell the securities to others.

Securities transferred to counterparties under repurchase agreements are included within investments in the Consolidated Statements of Financial Condition.

Cash received under a repurchase agreement is recognized as a liability within other liabilities in the Consolidated Statements of Financial Condition.

Interest expense is recognized on an effective yield basis and is included within interest expense in the Consolidated Statements of Operations.

Redeemable Equity from Consolidated Public SPACs

Redeemable equity from consolidated Public SPACs represents the shares issued by the Company’s consolidated Public SPACs that are redeemable for cash by the public shareholders in the event of an election to redeem by individual public shareholders at the time of the business combination.

The Company accounts for redeemable equity in accordance with ASC Topic 480-10-S99, Distinguishing Liabilities from Equity (“ASC 480”), which states redemption provisions not

Notes to Consolidated Financial Statements

solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity.

The Company accounts for redeemable equity in accordance with ASC Topic 480-10-S99, Distinguishing Liabilities from Equity (“ASC 480”), which states redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity.

The redeemable non-controlling interests are initially recorded at their original issuance price and are subsequently allocated their proportionate share of the underlying gains or losses of the Public SPACs.

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If a Public SPAC is unable to complete a business combination within the time period required by its governing documents, this equity becomes redeemable and is reclassified out of redeemable equity and into Public SPAC current redeemable equity in accordance with ASC 480 as the Public SPAC prepares for dissolution.

As a result of the Reorganization, the Company is treated as a corporation for U.S.

The Company is treated as a corporation for U.S.

federal and state income tax purposes.

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(federal, state and local) and foreign jurisdictions as a result of their entity classification for tax reporting purposes.

The provision for income taxes in the historical Consolidated Statements of Operations consists of U.S.

The provision for income taxes in the historical Consolidated Financial Statements consists of U.S.

(federal, state and local) and foreign income taxes with respect to certain consolidated subsidiaries.

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The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period in which the enactment date occurs.

Notes to Consolidated Financial Statements

Under ASC Topic 740, Income Taxes , a valuation allowance is established when management believes it is more likely than not that a deferred tax asset will not be realized.

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The Company reviews its tax positions quarterly and adjusts its tax balances as new information becomes available.

The Company recognizes interest and penalties relating to unrecognized tax benefits as income tax expense (benefit) within the Consolidated Statement of Operations.

The Company operates its business in a single operating and reportable segment, consistent with how its chief operating decision maker reviews financial performance and allocates resources.

The Company recognizes interest and penalties relating to unrecognized tax benefits as income tax expense (benefit) within the Consolidated Financial Statements.

The Company has identified its Chief Executive Officer as its chief operating decision maker (the “CODM”).

The Company operates its business in a single operating and reportable segment, consistent with how the CODM reviews financial performance and allocates resources.

The Company operates collaboratively across product lines with a single expense pool.

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Recent Accounting Pronouncements

On December 14, 2023, the FASB issued Accounting Standards Update 2023-09 entitled Improvements to Income Tax Disclosures (ASU 2023-09) , which is primarily applicable to public companies and requires a significant expansion of the granularity of the income tax rate reconciliation as well as an expansion of other income tax disclosures.

ASU 2023-09 requires a company to disclose specific income tax categories within the rate reconciliation table and provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income (or loss) by the applicable statutory income tax rate.

There are also additional disclosures related to income taxes paid disaggregated by jurisdictions, and to income taxes paid.

The ASU is effective for annual periods beginning after December 15, 2024.

The guidance will be applied on a prospective basis with the option to apply the standard retrospectively.

Early adoption is permitted.

The Company is currently evaluating the impact of adoption of ASU 2023-09 on its Consolidated Financial Statements and disclosures.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

The ASU requires public entities to disclose, on an annual and interim basis, significant segment expenses that are regularly provided to the CODM and included within each reported measure of segment profit or loss and an amount and description of the composition of other segment items.

The ASU also requires public entities to provide all annual disclosures about a reportable segments profit or loss and assets in interim periods.

Further, if the CODM uses more than one measure of a segments profitability, the entity would be permitted to disclose those additional measures.

All disclosure requirements under ASU 2023-07 are applicable to public entities with a single reportable segment.

The ASU is effective for the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, with early adoption permitted.

The Company is currently evaluating the impact of adoption of ASU 2023-07 on its Consolidated Financial statements and disclosures.

On October 9, 2023, the FASB issued ASU 2023-06, Disclosure Improvements:

Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative , which amends the disclosure or presentation requirements related to various subtopics in the FASB Accounting Standards Codification (the “Codification”).

The ASU was issued in response to the SEC’s August 2018 final rule that updated and simplified disclosure requirements that the SEC believed were “redundant, duplicative, overlapping, outdated, or superseded.” The new guidance is intended to align U.S.

GAAP requirements with those of the SEC and to facilitate the application of U.S.

GAAP for all entities.

The effective date for each amendment will be the date on which the SEC’s removal of that related disclosure requirement from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited.

The Company does not expect the adoption of ASU 2023-06 to have a material impact on its Consolidated Financial Statements.

Recently Adopted Accounting Guidance

In June 2022, the FASB issued Accounting Standard Update (“ASU”) 2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (“ASU 2022-03”) which (1) clarifies the guidance in ASC 820 on the fair value measurement of an equity security that is subject to a contractual sale restriction and (2) requires specific disclosures related to such an equity security.

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This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years, with early adoption permitted.

The Company does not expect the adoption of ASU 2022-03 to have a material impact to its Consolidated Financial Statements.

Recently Adopted Accounting Guidance

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740):

Simplifying the Accounting for Income Taxes .

The amendments in this update simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740.

The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance.

ASU 2019-12 is effective for public entities for annual reporting periods beginning after December 15, 2020 and interim periods within those reporting periods, with early adoption permitted.

For all other entities, the amendments are effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022.

The Company adopted ASU 2019-12 on January 1, 2022.

Based on the Company’s existing application of ASC 740, the new guidance did not have a material impact on the Company’s consolidated financial statements.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848):

Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”).

ASU 2020-04 provides optional expedients and exceptions to U.S.

GAAP requirements for modifications to debt agreements, leases, derivatives, and other contracts related to the expected market transition from the London Interbank Offered Rate (“LIBOR”), and certain other floating rate benchmark indices to alternative reference rates.

ASU 2020-04 generally considers contract modifications related to reference rate reform to be an event that does not require contract remeasurement at the modification date nor a reassessment of a previous accounting determination.

In January 2021, the FASB clarified the scope of that guidance with the issuance of ASU 2021-01, Reference Rate Reform:

This ASU provides optional guidance for a limited period of time to ease the burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting.

These optional expedients and exceptions are effective as of March 12, 2020 through June 2023.

Adoption is permitted at any time.

The Company elected to apply the optional expedient for contract modifications this year in conjunction with the amendments to its credit facilities as further described in Note 12 to the Consolidated Financial Statements.

In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815 – 40) (“ASU 2020-06”).

ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity.

The ASU’s amendments are effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years.

The Company’s adoption of ASU 2020-06 on January 1, 2022 did not have a material impact to its Consolidated Financial Statements.

The Company’s adoption of ASU 2022-03 on a prospective basis beginning January 1, 2023 did not have a material impact to its Consolidated Financial Statements.

Notes to Consolidated Financial Statements

In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt – Modifications and Extinguishments (Subtopic 470-50), Compensation – Stock Compensation (Topic 718), and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40):

Issuer’s Accounting for Certain Modification or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU 2021-04”).

The amendments in this ASU affect all entities that issue freestanding written call options that are classified in equity, particularly when a freestanding equity-classified written call option is modified or exchanged and remains equity-classified after the modification or exchange.

ASU 2021-04 is effective for fiscal years beginning after December 15, 2021 and interim periods within those fiscal years.

Early adoption is permitted.

This ASU is applied prospectively to modifications or exchanges occurring on or after the effective date of the ASU.

The Company has no written call options classified in equity and as a result, the adoption of ASU 2021-04 did not have any impact to its Consolidated Financial Statements.

On July 1, 2021 (the “Acquisition Date”), the Company completed the acquisition (the “Acquisition”) of the controlling interests with governance rights of NewQuest Holdings (Cayman) Limited (“NQ Manager”) and NewQuest Partners Master G.P.

(“NQ GP” and, together with NQ Manager, “NewQuest”).

The Company initially acquired a 33.3 % interest (the “Tranche 1”) in NewQuest in July 2018, which was presented as an equity method investment within investments on the Consolidated Statements of Financial Condition.

On the Acquisition Date, the Company acquired the governance rights of NewQuest and an additional 33.3 % of NQ Manager (the “Tranche 2”) for $ 38.0 million, bringing the Company’s total ownership in NQ Manager to 66.7 % and NQ GP to 33.3 %.

The operating results of NewQuest have been included in the Company’s Consolidated Financial Statements since the Acquisition Date.

The Acquisition was accounted for as a business combination under ASC Topic 805, Business Combinations (“ASC 805”) that was achieved in stages.

As a result of the change of control, the Company was required to remeasure its pre-existing equity investment in NewQuest at fair value prior to consolidation.

The Company estimated the fair value of its 33.3 % pre-existing investment in NewQuest to be approximately $ 155.4 million.

The remeasurement resulted in the recognition of a pre-tax gain of $ 95.0 million, which is presented within net gains (losses) from investment activities on the Consolidated Statements of Operations.

The consideration paid to acquire Tranche 2 consisted of $ 5.0 million in cash, contingent consideration valued at $ 8.4 million and equity interests of the acquirer valued at $ 24.6 million.

The contingent consideration is based on raising additional fee-paying capital commitments by NewQuest during the fundraising period for NewQuest Fund V, whereby the first $ 5.0 million is earned if NewQuest surpasses $ 1.0 billion in fee payment capital commitments, and an additional $ 5.0 million is earned if it surpasses $ 1.75 billion.

The fair value measurement of the Company's contingent consideration was determined using a discounted cash flow model and Level III inputs and the information provided by the Company’s management of the likelihood of achieving earnout, discounted at a rate of 12.5 %.

At December 31, 2022, the Company believes that it is probable that it will meet the conditions for the first contingent payment.

The Company no longer believes that the conditions for the second payment will be met which resulted in a $ 4.2 million reduction of the contingent liability during the year ended December 31, 2022, recorded in general, administrative and other on the Consolidated Statements of Operations.

The equity interests of the acquirer issued as consideration include a minority interest of 0.08 % in the Holding Companies valued at $ 5.8 million at the Acquisition Date and minority interests in select businesses ranging from 4.2 % to 4.7 % valued at $ 18.8 million in the aggregate at the Acquisition Date.

Angelo Gordon Acquisition

On November 1, 2023 (the “Acquisition Date”), the Company and certain of its affiliated entities (the “TPG Parties”) completed the acquisition (the “Acquisition”) of all of the voting interests and significant economics in Angelo, Gordon & Co., L.P., AG Funds L.P.

and AG Partners, L.P.

(collectively, “Angelo Gordon”) and certain of their affiliated entities (together with Angelo Gordon, the “Angelo Gordon Parties”), an alternative investment firm focused on credit and real estate investing, pursuant to the terms and conditions set forth in the Transaction Agreement (as amended, the “Transaction Agreement”), dated as of May 14, 2023, by and among the TPG Parties and Angelo Gordon Parties.

As a result of the Acquisition, the Company expanded its platform diversity, with Angelo Gordon’s alternative investment focus on credit and real estate investing.

The Acquisition was accounted for as a business combination under ASC Topic 805, Business Combinations (“ASC 805”) with assets acquired and liabilities assumed recorded at fair value.

Pursuant to the Transaction Agreement, the Company acquired Angelo Gordon for both cash and non-cash consideration under U.S.

GAAP equal to $ 1,145.9 million (“Purchase Price”) as described below.

The Purchase Price includes a combination of:

• $ 740.7 million in cash paid at closing;

• $ 18.8 million in payable as of December 31, 2023 to the escrow agent on behalf of the sellers of Angelo Gordon, subject to adjustment;

• 9.2 million vested Common Units (and an equal number of Class B common stock) and 43.8 million unvested Common Units which are deemed to be compensatory under U.S.

• the rights to an aggregate cash payment, payable in three payments of $ 50.0 million each, reflecting an aggregate of $ 150.0 million (the “Aggregate Annual Cash Holdback Amount”);

• the non-compensatory portion under U.S.

GAAP of a total earnout payment of up to $ 400.0 million in value (the “Earnout Payment”), subject to the satisfaction of certain fee-related revenue (“FRR”) targets during the period beginning on January 1, 2026 and ending on December 31, 2026 (the “Measurement Period”).

Notes to Consolidated Financial Statements

The following table summarizes the fair value of the consideration transferred to acquire NewQuest (in thousands):

Cash paid $ 5,000

Contingent consideration 8,400

Equity interests of the acquirer 24,600

Total consideration for acquired ownership interest - Tranche 2 38,000

Fair value of previously held equity method investment - Tranche 1 155,400

Fair value of non-controlling interest in NewQuest 301,189

Total purchase consideration $ 494,589

The total consideration was allocated to the fair value of assets acquired and liabilities assumed as of the Acquisition Date, with the excess purchase price recorded as goodwill.

A third-party valuation specialist assisted the Company with the fair value estimates for the total enterprise value, fair value of the Company’s existing investment in NewQuest, the net tangible and identifiable intangible assets, and the fair values of the controlling and non-controlling interest in NewQuest.

The determination of fair values require extensive use of accounting estimates and management judgment.

Certain of these estimates are material.

The fair values are based on estimates and assumptions from data currently available and were determined using a discounted cash flow model and Level III inputs, which includes estimates of future cash flows for performance fee allocations and fee related earnings over a specific earning period, at a discount rate that ranges between 12.5 % - 25.0 %, and estimated economic lives.

Total purchase consideration $ 494,589

Net assets acquired

Tangible assets

Cash $ 29,817

The following table summarized the fair value of amounts recognized for the assets acquired and liabilities assumed and resulting goodwill as of the Acquisition Date (in thousands):

November 1, 2023

Purchase Price

Amounts payable to seller (2)

Common Units (3)

Fair value of Aggregate Annual Cash Holdback Amount (4)

Fair value of Earnout Payment (5)

Total Purchase Price $ 1,145,915

Recognized amounts of identifiable assets acquired and liabilities assumed

Cash and cash equivalents $ 383,868

Due from affiliates 184,252

Investments 1,046,375

Intangible assets 547,500

Other assets 172,282

Performance fee allocations 80,278

Capital interests 28,389

Total assets 2,334,277

Accounts payable and accrued expenses 304,797

Due to affiliates 150,228

Liabilities and other ( 7,630 )

Net book value of tangible assets 113,295

Intangible assets

Contractual performance fee allocations 132,600

Management contracts 20,000

Investor relationships 25,000

Total intangible assets 177,600

Accrued performance allocation compensation 744,903

Other liabilities 190,147

Total liabilities 1,390,075

Assets acquired/liabilities assumed 944,202

Total Purchase Price 1,145,915

Non-controlling interest of Angelo Gordon 4,172

Goodwill $ 205,885

Total net assets acquired $ 494,589

Controlling interest in NewQuest $ 193,400

Non-controlling interest in NewQuest 301,189

The Company recorded goodwill on its books, which is included in other assets on the Consolidated Statements of Financial Condition.

As of December 31, 2021, approximately $ 5.0 million of goodwill was deductible for income tax purposes.

Goodwill is primarily attributable to the scale, skill sets, operations, and synergies that can be achieved subsequent to the Acquisition.

(1) Represents the closing cash consideration of $ 740.7 million, which is comprised of $ 270.7 million of cash on hand and $ 470.0 million of proceeds from drawing on the Company’s Senior Unsecured Revolving Credit Facility.

Out of the closing cash consideration of $ 740.7 million, $ 100.0 million was held in escrow on behalf of the sellers.

(2) Represents the expected difference between the estimated cash consideration paid at closing and the final cash consideration to be determined no later than 120 days from closing in accordance with the terms of the Transaction Agreement.

(3) Represents the fair value of approximately 9.2 million vested Common Units granted to the Angelo Gordon partners upon consummation of the Acquisition.

The fair value of Common Units is based on a $ 28.18 closing price for the shares of Class A common stock on the Acquisition Date, adjusted for a discount for lack of marketability.

Approximately 43.8 million unvested Common Units and 8.4 million RSUs available to be granted in connection with the Acquisition are considered compensatory under U.S.

GAAP and are not part of the Purchase Price.

Refer to Note 19 for details.

(4) Represents the estimated fair value of the Aggregate Annual Cash Holdback Amount of $ 150.0 million, which is payable in three equal annual installments of $ 50.0 million, subject to the absence of promote shortfall in each respective calendar year (2024, 2025 and 2026).

The estimated fair value of $ 125.2 million, reflected as contingent consideration, was determined using a present value approach.

Inputs to fair value include the present value period and the discount rate applied to the annual payments.

(5) Represents the estimated fair value of the non-compensatory portion of the Earnout Payment expected to be paid in the form of cash and vested Common Units to Angelo Gordon partners upon satisfaction of certain FRR targets during the Measurement Period.

This amount, reflected as contingent consideration, was determined using a multiple probability simulation approach.

Inputs to the fair value include probability adjusted FRR amounts and FRR target thresholds.

The compensatory portion of the Earnout Payment to the Angelo Gordon partners is treated as post-combination compensation expense, as services are required from such partners post-Closing.

See Note 19 for details.

The total Purchase Price was allocated to the fair value of assets acquired and liabilities assumed as of the Acquisition Date, with the excess Purchase Price recorded as goodwill.

A third-party valuation specialist assisted the Company with the fair value estimates for the assets acquired and liabilities assumed.

As the Acquisition Date was close to

Notes to Consolidated Financial Statements

The fair value and weighted average estimated useful lives of identifiable intangible assets acquired in the Acquisition and recorded in other assets on the Consolidated Statements of Financial Condition at Acquisition Date consist of the following:

Fair Value Average Useful Life

($ in thousands) (in years)

Contractual performance fee allocations $ 132,600 6.7

Management contracts 20,000 3.5

Investor relationships 25,000 12

Total Intangible Assets $ 177,600

The following pro forma information presents a summary of the Company’s Consolidated Statements of Operations for the years ended December 31, 2021 and 2020, as if the acquisition was completed as of January 1, 2020 (in thousands):

Years ended December 31,

Fees and other $ 991,689 $ 911,675

Capital allocation-based income 4,021,806 1,278,054

Total revenues 5,013,495 2,189,729

Total expenses 944,453 874,596

Net gains from investment activities 584,621 144,641

Net income $ 4,653,663 $ 1,459,774

Net income (loss) attributable to redeemable equity in Public SPACs $ 155,131 $ ( 195,906 )

Net income (loss) attributable to non-controlling interests in consolidated TPG Funds 19,287 ( 12,380 )

Net income attributable to other non-controlling interests 2,464,132 740,565

Net income attributable to controlling interests 2,015,113 927,495

In January 2022, the Company completed its acquisition of the remaining 33.3 % interest in NQ Manager in exchange for equity interests in the Company, which consisted of 1,638,866 shares of Class A common stock and 1,072,998 Common Units of the TPG Operating Group.

December, 31, 2023, the purchase accounting analysis is subject to subsequent adjustments that are identified through the measurement period, which is limited to one year from the Acquisition Date.

The Company recorded $ 205.9 million of goodwill as of the Acquisition Date.

Goodwill is primarily attributable to the scale, skill sets, operations and expected synergies that can be achieved subsequent to the Acquisition.

The goodwill recorded is not expected to be deductible for tax purposes.

The fair value and weighted average estimated useful lives of identifiable intangible assets acquired in the Acquisition consist of the following (in thousands):

Fair Value Valuation Methodology Estimated Average Useful Life (in years)

Investment management agreements $ 287,000 Multi-period excess earnings method ("MPEEM")

Acquired carried interest 199,000 Discounted cash flow analysis 6.5

Technology 46,000 Replacement cost analysis and relief from royalty analysis 4

Trade name 15,500 Relief from royalty method 5.5

Fair value of intangible assets acquired $ 547,500

During the year ended December 31, 2023, the Company incurred $ 73.4 million of acquisition related costs that were expensed and reported within general, administrative and other expenses in the Consolidated Statements of Operations.

Angelo Gordon’s revenues and net income of $ 234.0 million and $ 38.7 million, respectively, are included in the Company’s Consolidated Statements of Operations from the Acquisition Date through December 31, 2023.

The following unaudited pro forma information presents a summary of the Company’s Consolidated Statements of Operations for the years ended December 31, 2023 and 2022, as if the acquisition was completed as of January 1, 2022 (in thousands):

Year Ended December 31,

Revenues $ 3,045,143 $ 2,600,420

Net income (loss) attributable to TPG Inc./controlling interest

66,550 ( 25,798 )

These pro forma amounts have been calculated after applying the following material adjustments that were directly attributable to the Acquisition:

• adjustments to exclude amounts related to Angelo Gordon’s CLOs that were deconsolidated as of June 30, 2023 in accordance with the terms of the Transaction Agreement;

• adjustments to include the impact of the additional amortization that would have been recorded assuming the fair value adjustments to intangible assets had been applied on January 1, 2022;

• adjustments to interest expense for additional funding obtained by TPG in connection with the Acquisition;

• adjustments to include additional equity-based compensation expense related to Common Units and RSUs issued to Angelo Gordon partners and professionals, as if the grants occurred on January 1, 2022;

• adjustments for changes in the performance allocation compensation to Angelo Gordon partners in connection with the Acquisition;

Notes to Consolidated Financial Statements

• adjustments to allocation of net income to reflect the pro-rata economic ownership attributable to TPG post Acquisition;

• adjustments to reflect the tax effects of the Angelo Gordon Acquisition and the related adjustments as if Angelo Gordon had been included in the Company’s results as of January 1, 2022;

• adjustments to include transaction costs in earnings as if the Acquisition occurred on January 1, 2022.

NewQuest Acquisition

In January 2022, the Company completed its acquisition of the remaining 33.3 % interest in NewQuest Holdings (Cayman) Limited (“NQ Manager”) in exchange for equity interests in the Company, which consisted of 1,638,866 shares of Class A common stock and 1,072,998 Common Units of the TPG Operating Group.

All of the granted equity interests are subject to a three-year service vesting condition and as such, will be recognized on a straight-line basis as post-combination compensation expense.

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This transaction was an acquisition under common control in which no gain or loss was recognized.

Notes to Consolidated Financial Statements

Investments consist of the following (in thousands):

Equity method - performance allocations $ 5,664,550 $ 4,677,017

Equity method - capital interests (includes assets pledged of $ 475,110 and $ 492,276 )

Equity method - capital interests (includes assets pledged of $ 570,806 and $ 475,110 as of December 31, 2023 and December 31, 2022, respectively)

923,440 607,964

Investments held to maturity, at amortized cost (includes assets pledged of $ 77,723 as of December 31, 2023)

Equity method - fair value option 36,171 20,907

Equity investments 12,072 97,899

Equity method - other 11,761 11,908

Equity investments 4,678 12,072

Total investments $ 6,724,112 $ 5,329,868

Net gains (losses) from performance allocations and capital interests are disclosed in the Revenue section of Note 2 t o the Consolidated Financial Statements.

The following table summarizes net (losses) gains from investment activities (in thousands):

Net gains (losses) from performance allocations and capital interests are disclosed in the Revenue section of Note 2 to the Consolidated Statements of Operations.

The following table summarizes net gains (losses) from investment activities (in thousands):

Year Ended December 31,

2023 2022 2021

Net (losses) gains from investment activities

Net (losses) gains of equity method investments, fair value option (a)

Net gains (losses) of equity method investments, fair value option (a)

$ 15,264 $ ( 25,106 ) $ 45,435

Net gains of equity method investments - other (b)

Net (losses) gains of equity method investments - other (b)

( 1,306 ) 802 230,186

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( 7,394 ) ( 85,827 ) 77,598

Total net (losses) gains from investment activities $ ( 110,131 ) $ 353,219 $ ( 5,839 )

Gain on deconsolidation (d)

$ — $ — $ 401,695

Total net gains (losses) from investment activities $ 6,564 $ ( 110,131 ) $ 353,219

(a) In September 2021, TPG Pace Tech Opportunities Corp.

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(b) Includes pre-tax gain of $ 95.0 million for the year ended December 31, 2021 on remeasurement of the Company’s pre-existing equity investment in NewQuest at fair value prior to consolidation.

See N ote 3 to the Consolidated Financial Statements.

(“TPGS”) completed a business combination which resulted in a gain on deconsolidation of TPGS in an amount of $ 109.9 million.

(d) On May 1, 2020, the Company deconsolidated the assets, liabilities, and partners’ capital of the Former Affiliate and remeasured the retained investment in the Former Affiliate at fair value and recognized a gain of $ 401.7 million.

Notes to Consolidated Financial Statements

There were no activities related to deconsolidation of previously consolidated TPG Funds and Public SPACs during the year ended December 31, 2022.

The following table presents the supplemental cash flow disclosures from activities related to deconsolidation of previously consolidated TPG Funds and Public SPACs during the year ended December 31, 2021 (in thousands):

Cash and cash equivalents $ 491,523

Investments held in Trust Accounts 430,265

Other assets 3,696

Derivative liabilities of Public SPACs ( 50,898 )

Other liabilities ( 32,580 )

Accounts payable and accrued expenses ( 7,278 )

Notes payable to affiliates ( 2,000 )

Amounts due to shareholders ( 500,000 )

Redeemable equity ( 430,265 )

Controlling interests 36,386

Other non-controlling interests 61,151

Investments Held to Maturity, at Amortized Cost

In connection with the Acquisition described in Note 3, the Company acquired investments held to maturity, and the carrying value of these investments are included in investments on the Consolidated Statements of Financial Condition.

The Company estimates an allowance for credit losses (“ACL”) on the investments classified as held to maturity securities.

The fair value of investments held to maturity, excluding ACL of $ 1.9 million, is $ 83.8 million as of December 31, 2023.

Equity Method Investments, Fair Value Option

On September 20, 2021, PACE completed a business combination with Nerdy, Inc.

(“NRDY”), a leading platform for delivering live online learning.

At the time of the business combination, a reconsideration event occurred whereby the Company no longer has control over PACE.

As a result, the Company deconsolidated PACE and recorded a gain of $ 122.7 million, which is included in net gains (losses) from investment activities.

As of December 31, 2022 and December 31, 2021, the Company held a 9.0 % and 9.4 % beneficial ownership interest in NRDY, respectively, consisting of 7.7 million shares of Class A common stock, 4.0 million earnout shares and 4.9 million earnout warrants, with an aggregate fair value of $ 20.9 million and $ 46.0 million, respectively.

The warrants entitle the Company to acquire one share of Class A common stock at a price of $ 11.50 per share and expire on September 20, 2026.

The earnout shares and warrants are contingent upon NRDY achieving certain market share price milestones or in the event of a change of control, within five years after September 20, 2021.

As of December 31, 2023, the Company held a 6.1 % beneficial ownership interest in Nerdy Inc.

(“NRDY”), consisting of 10.5 million shares of Class A common stock, with an aggregate fair value of $ 36.2 million.

In September 2023, the Company exchanged, in a non-cash transaction, 4.9 million warrants for 1.2 million shares of Class A common stock in NRDY and surrendered 2.4 million Class A earnout shares for cancellation, with the remaining 1.6 million Class A earnout shares no longer being subject to forfeiture.

As of December 31, 2022, the Company held a 9.0 % beneficial ownership interest in NRDY, consisting of 7.7 million shares of Class A common stock, 4.0 million Class A earnout shares and 4.9 million warrants, with an aggregate fair value of $ 20.9 million.

Equity Method Investments

From 2009 to May 2020, TPG and Sixth Street (the “Former Affiliate”) were in a strategic partnership in which the Former Affiliate served as the dedicated global credit and credit-related investing platform associated with TPG.

In May 2020, TPG and the Former Affiliate completed a transaction to become independent, unaffiliated businesses.

As part of the agreement and in order to complete regulatory disaffiliation, TPG retained a minority economic interest in the Former Affiliate and no longer held a controlling financial interest in the Former Affiliate’s management companies or general partners of pooled investment entities.

Post-closing, TPG held an 11 % interest across all of the Former Affiliate’s businesses, plus an approximate 30 % interest in select vehicles with finite lives.

On May 1, 2020, the Company deconsolidated the assets, liabilities, and partners’ capital of the Former Affiliate.

As a result of the deconsolidation, the Company remeasured the retained investment in Former Affiliate at fair value at the time of the transaction, recognized a gain on deconsolidation in accordance with U.S.

GAAP of $ 401.7 million and increased its investment in the Former Affiliate’s underlying net assets by the aforementioned gain.

Determining the fair value of the Former Affiliate involved making significant estimates and assumptions.

The Company used a combination of the income and market-based approaches to estimate fair value, which were based, respectively, on discounted estimated future cash flows from earnings and market valuation multiples of comparable businesses and transactions.

Of this basis difference, $ 28.6 million related to specific investment funds of the Former Affiliate and was amortized on a straight-line basis over the funds’ estimated remaining lives.

The amortization was recognized in net gains (losses) from investment activities in the Consolidated Statements of Operations.

The remaining amount related to equity method goodwill recognized upon deconsolidation which was not amortized.

The Company accounted for its investment in the Former Affiliate using the equity method of accounting until the Reorganization.

In conjunction with the Reorganization described in Note 1 to the Consolidated Financial Statements, the Company transferred its investment in the Former Affiliate to RemainCo on December 31, 2021 resulting in the derecognition of its investment in the Former Affiliate.

Notes to Consolidated Financial Statements

The following table presents the supplemental cash flow disclosures from activities related to deconsolidation of the Former Affiliate during the year ended December 31, 2020 (in thousands):

Cash and cash equivalents $ 107,221

Due from affiliates 87,302

Investments 202,192

Right-of-use assets 6,064

Lease liabilities ( 6,946 )

Other assets 25,846

Accounts payable and accrued expenses ( 44,828 )

Due to affiliates ( 113,879 )

Other liabilities ( 99,533 )

Other non-controlling interests ( 163,744 )

The Company evaluates its equity method investments in which it has not elected the fair value option for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may not be recoverable.

During the years ended December 31, 2023, 2022 and 2021, the Company did no t recognize any impairment losses on an equity method investment without a readily determinable fair value.

During the year ended December 31, 2020, the Company recognized impairment losses of $ 4.3 million on an equity method investment without a readily determinable fair value based on significant deterioration of earnings performance.

Equity Investments

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2023 2022 2021

Interest, dividends and other $ 1,362,962 $ 2,467,862 $ 1,078,999

Revenues $ 11,092,500 $ 5,838,155 $ 25,609,002

Expenses 4,134,838 1,855,509 1,871,086

Net gains from investment activities 4,475,193 23,141,140 9,103,461

Net income $ 6,957,662 $ 3,982,646 $ 23,737,916

Investment Activities of Consolidated TPG Funds

As part of the Reorganization described in Note 1 to the Consolidated Financial Statements, all TPG Funds were deconsolidated as of December 31, 2021, thus the Company had no gains (losses) from investment activities of consolidated TPG Funds for the year ended December 31, 2022.

Net gains from investment activities of consolidated TPG Funds was $ 23.4 million for the year ended December 31, 2021 and net losses from investment activities of consolidated TPG Funds was $ 18.7 million for the year ended December 31, 2020.

Net gains from investment activities of consolidated TPG Funds were $ 23.4 million for the year ended December 31, 2021.

Cash and cash equivalents $ 491,523

Investments held in Trust Accounts 430,265

Other assets 3,696

Derivative liabilities of Public SPACs ( 50,898 )

Other liabilities ( 32,580 )

Accounts payable and accrued expenses ( 7,278 )

Notes payable to affiliates ( 2,000 )

Amounts due to shareholders ( 500,000 )

Redeemable equity ( 430,265 )

Controlling interests 36,386

Other non-controlling interests 61,151

Derivative Instruments

2 unchanged sentences

These warrants and FPAs are included in derivative liabilities of Public SPACs on the Consolidated Statements of Financial Condition.

As of December 31, 2022 and December 31, 2021, the fair value of the warrants and FPAs were $ 0.7 million and $ 13.0 million, respectively.

There were no related offsets or cash collateral pledged or received for the warrants and FPAs as of December 31, 2022 and December 31, 2021.

For the years ended December 31, 2022 and 2021, the Company recorded unrealized gains on warrants and FPAs totaling $ 12.4 million and $ 211.8 million, respectively.

For the year ended December 31, 2020, the Company recorded unrealized losses on warrants and FPAs totaling $ 239.3 million.

As of December 31, 2023 and December 31, 2022, the Company did not hold any FPAs.

Notes to Consolidated Financial Statements

The consolidated Public SPACs’ derivative instruments were as follows (in thousands):

December 31, 2022 December 31, 2021

Derivatives not designated as hedging instruments under Subtopic 815-20:

Liability derivatives:

Public warrants $ 667 $ 11,662

Forward purchase agreements — 1,386

Derivative liabilities of Public SPACs $ 667 $ 13,048

As of December 31, 2023, the Company held no warrants.

As of December 31, 2022, the fair value of the warrants totaled $ 0.7 million.

There were no related offsets or cash collateral pledged or received for the warrants as of December 31, 2023 and December 31, 2022.

For the years ended December 31, 2023, 2022 and 2021, the Company recorded unrealized gains on warrants and FPAs totaling $ 0.7 million, $ 12.4 million and $ 211.8 million, respectively.

Net gains (losses) on derivative instruments are included in the Consolidated Statements of Operations as net gains (losses) from investment activities of consolidated TPG Funds and Public SPACs or unrealized gains (losses) on derivative liabilities of Public SPACs.

The following are net gains (losses) recognized on derivative instruments of consolidated TPG Funds and Public SPACs (in thousands):

The following are net gains recognized on derivative instruments of consolidated TPG Funds and Public SPACs (in thousands):

Year Ended December 31,

1 unchanged sentence

Realized losses, net on total return swaps $ — $ — $ ( 10,269 )

Realized (losses) gains, net on foreign currency forwards — ( 175 ) 1,922

Unrealized gains (losses), net on total return swaps — 10,068 ( 10,807 )

Unrealized gains (losses), net on foreign currency forwards — 28 ( 717 )

Realized losses, net on foreign currency forwards — — ( 175 )

Unrealized gains, net on total return swaps — — 10,068

Unrealized gains, net on foreign currency forwards — — 28

Total net losses on derivative instruments from investment activities of consolidated TPG Funds — — ( 348 )

Unrealized gains (losses), net on public warrants 10,996 52,128 ( 46,730 )

Unrealized gains (losses), net on forward purchase agreements 1,386 159,694 ( 192,539 )

Total net gains (losses) on derivative instruments of Public SPACs 12,382 211,822 ( 239,269 )

Net gains (losses) on derivative instruments $ 12,382 $ 211,474 $ ( 254,010 )

Unrealized gains, net on public warrants 667 10,996 52,128

Unrealized gains, net on forward purchase agreements — 1,386 159,694

Total net gains on derivative instruments of Public SPACs 667 12,382 211,822

Net gains on derivative instruments $ 667 $ 12,382 $ 211,474

Fair Value Measurement

The following tables summarize the valuation of the Company’s financial assets and liabilities and those non-financial assets and liabilities that fall within the fair value hierarchy (in thousands):

The following tables summarize the valuation of the Company’s financial assets and liabilities that fall within the fair value hierarchy (in thousands):

December 31, 2023

3 unchanged sentences

Total assets $ 40,849 $ — $ — $ 40,849

Liabilities of consolidated Public SPACs (a) :

Public warrants $ 667 $ — $ — $ 667

Aggregate Annual Cash Holdback Amount (a)

$ — $ — $ 126,779 $ 126,779

Earnout Payment (a)

— — 29,520 29,520

Total liabilities $ — $ — $ 156,299 $ 156,299

_______________

(a) The FPAs related to TPG PACE Beneficial Finance Corp.

("TPGY") were terminated at zero fair value on October 11, 2022.

(a) Contingent consideration related to the acquisition of Angelo Gordon described in Note 3 to the Consolidated Financial Statements.

Notes to Consolidated Financial Statements

6 unchanged sentences

Public warrants $ 667 $ — $ — $ 667

Forward purchase agreements — — 1,386 1,386

Total liabilities $ 667 $ — $ — $ 667

The valuation methodology used in the determination of the fair value of financial instruments for which Level III inputs were used at December 31, 2022 and December 31, 2021 included a combination of the market approach and income approach.

The valuation methodology used in the determination of the changes in fair value of financial instruments for which Level III inputs were used at December 31, 2023 included a combination of the present value approach and multiple probability simulation approach.

The following tables summarize the changes in the fair value of financial instruments for which the Company has used Level III inputs to determine fair value (in thousands):

Year Ended December 31,

Equity security assets

Financial liabilities

Balance, beginning of period $ — $ —

Realized gains, net — 4,025

Unrealized losses, net — ( 3,778 )

Purchases — 708

Proceeds — ( 8,223 )

Deconsolidation (a)

Acquisition (a)

Unrealized losses 3,826 —

Balance, end of period $ 156,299 $ —

1 unchanged sentence

Balance, beginning of period $ — $ 1,386

Unrealized gains, net ( 1,386 ) ( 164,695 )

Transfers (b)

Unrealized gains — ( 1,386 )

Balance, end of period $ — $ —

_______________

(a) $ 5.1 million for the year ended December 31, 2021 represents the impact of the deconsolidation of certain TPG Funds in conjunction with the Reorganization described in Note 1 to the Consolidated Financial Statements.

(b) Transfers out of Level III derivative liabilities of $ 31.5 million for the year ended December 31, 2021 were due to the deconsolidation of PACE.

See Note 4 to the Consolidated Financial Statements.

Total realized and unrealized gains and losses recorded for Level III investments are reported in net gains (losses) from investment activities of consolidated TPG Funds and Public SPACs and unrealized gains (losses) on derivative liabilities of Public SPACs in the Consolidated Statements of Operations.

As of December 31, 2022, there are no investments categorized as Level III of the fair value hierarchy.

The following tables provide qualitative information about investments categorized in Level III of the fair value hierarchy as of December 31, 2021.

(a) Contingent consideration established in connection with the acquisition of Angelo Gordon described in Note 3 to the Consolidated Financial Statements.

Total realized and unrealized gains and losses recorded for Level III financial liabilities and derivative liabilities are reported in interest, dividends and other and unrealized gains (losses) on derivative liabilities of Public SPACs, respectively, in the Consolidated Statements of Operations.

The following tables provide qualitative information about instruments categorized in Level III of the fair value hierarchy as of December 31, 2023.

In addition to the techniques and inputs noted in the table below, in accordance with the valuation policy, other valuation techniques and methodologies are used when determining fair value measurements.

The below table

The below table is not intended to be all-inclusive, but rather provides information on the significant Level III inputs as they relate to the Company’s fair value measurements (fair value measurements in thousands):

Notes to Consolidated Financial Statements

is not intended to be all-inclusive, but rather provides information on the significant Level III inputs as they relate to the Company’s fair value measurements (fair value measurements in thousands):

Fair Value December 31, 2023 Valuation

1 unchanged sentence

Range (Weighted

Forward purchase agreements $ 1,386 Market comparables Implied volatility 13.0 %

Aggregate Annual Cash Holdback Amount $ 126,779 Present value Discount rate 8.0 %

Earnout Payment 29,520 Multiple probability simulation Estimated revenue volatility 22.8 %

_______________

(a) In determining certain of these inputs, management evaluates a variety of factors including economic conditions, industry and market developments, market valuations of comparable companies and company-specific developments including exit strategies and realization opportunities.

Management has determined that market participants would take these inputs into account when valuing the investments.

(b) Inputs weighted based on fair value of investments in range.

Management has determined that market participants would take these inputs into account when valuing the instruments.

(b) Inputs weighted based on fair value of instruments in range.

Intangible Assets and Goodwill

As discussed in Note 3 to the Consolidated Financial Statements, on July 1, 2021, the Company completed the acquisition of NewQuest, which resulted in the recognition of goodwill of $ 203.7 million and certain identifiable intangible assets, which are presented in other assets on the Consolidated Statements of Financial Condition.

The following table summarizes the carrying amounts of goodwill and intangible assets as of December 31, 2022 and 2021 (in thousands):

As discussed in Note 3 to the Consolidated Financial Statements, the Company completed the acquisition of Angelo Gordon on November 1, 2023, which resulted in the recognition of certain identifiable intangible assets and goodwill, which are presented as intangible assets and goodwill, respectively, on the Consolidated Statements of Financial Condition.

Intangible Assets

The following table summarizes the carrying values of intangible assets as of December 31, 2023 and 2022 (in thousands):

Gross Carrying Value Accumulated Amortization Net Carrying Value Gross Carrying Value Accumulated Amortization Net Carrying Value

Contractual performance fee allocations (a)

2 unchanged sentences

307,000 ( 20,553 ) 286,447 20,000 ( 9,375 ) 10,625

Investor relationships (a)

Technology (a)

46,000 ( 1,917 ) 44,083 — — —

Other intangibles 1,096 1,121

Investor relationships 25,000 ( 5,208 ) 19,792 25,000 ( 3,125 ) 21,875

Trade name (a)

15,500 ( 500 ) 15,000 — — —

Total intangible assets and goodwill $ 366,381 $ 394,745

Other intangible assets (b)

8,494 ( 1,201 ) 7,293 1,494 ( 398 ) 1,096

(a) Intangibles related to the acquisition of NewQuest described in Note 3 to the Consolidated Financial Statements.

(b) Includes $ 203.7 million of goodwill related to the acquisition of NewQuest described in Note 3 to the Consolidated Financial Statements.

No impairment losses on goodwill or intangible assets were recorded during the years ended December 31, 2022, 2021 and 2020.

Intangible asset amortization expense was $ 28.4 million, $ 19.8 million and less than $ 0.1 million for the years ended December 31, 2022, 2021 and 2020, respectively.

The following table presents estimated remaining amortization expense for intangible assets that existed as of December 31, 2022 (in thousands):

Total intangible assets $ 733,594 $ ( 84,086 ) $ 649,508 $ 179,094 $ ( 42,907 ) $ 136,187

_______________

(a) Includes intangible assets with a net carrying value of $ 540.4 million as of December 31, 2023 related to the acquisition of Angelo Gordon described in Note 3 to the Consolidated Financial Statements.

(b) Includes infinite-lived intangible assets of $ 1.0 million as of December 31, 2023 and 2022.

No impairment losses on intangible assets were recorded during the years ended December 31, 2023, 2022 and 2021.

Intangible asset amortization expense was $ 41.2 million, $ 28.4 million and $ 19.8 million for the years ended December 31, 2023, 2022 and 2021, respectively.

Notes to Consolidated Financial Statements

The following table presents estimated remaining amortization expense for finite-lived intangible assets that existed as of December 31, 2023 (in thousands):

2024 $ 110,220

1 unchanged sentence

Total $ 648,514

The following table summarizes the carrying value of the Company’s goodwill as of December 31, 2023 and 2022 (in thousands):

Balance, beginning of period $ 230,194 $ 230,194

Acquisition 205,885 —

Balance, end of period $ 436,079 $ 230,194

No impairment losses on goodwill were recorded during the years ended December 31, 2023, 2022 and 2021.

Other assets consist of the following (in thousands):

1 unchanged sentence

Leasehold improvements $ 142,545 $ 39,946

Other fixed assets 11,347 10,709

Computer hardware and software 33,955 8,874

Furniture, fixtures and equipment 13,728 6,878

Other fixed assets 31,350 11,347

Accumulated depreciation ( 139,900 ) ( 42,992 )

Total fixed assets, net 81,678 24,053

Goodwill 230,194 230,194

Intangible assets, net 136,187 164,551

Right-of-use assets 227,610 130,357

2 unchanged sentences

Other assets $ 462,625 $ 263,011

Notes to Consolidated Financial Statements

Accounts Payable and Accrued Expenses, and Other Liabilities

6 unchanged sentences

Clawback liability (see Note 17) 58,317 58,317

Contingent consideration 156,299 —

Repurchase agreements 83,336 —

Other 118,974 19,886

Other liabilities $ 652,463 $ 226,090

Contingent Consideration

In connection with the Acquisition described in Note 3, the Company recorded contingent consideration liabilities of $ 152.5 million to reflect the estimated fair value of the contingent consideration for the Earnout Payment and Aggregate Annual Cash Holdback Amount as of the Acquisition Date.

Contingent consideration is included in other liabilities on the Consolidated Statements of Financial Condition.

Contingent consideration is remeasured at each reporting period, and any changes in fair value are recognized as interest, dividends and other in the Consolidated Statements of Operations.

As of December 31, 2023, other liabilities include $ 156.3 million related to contingent consideration.

Repurchase Agreements

In connection with the Acquisition described in Note 3, the Company holds various investments in CLO funds.

Northwoods European Management, LLC (“ECLO”), a consolidated subsidiary of the Company has a master repurchase agreement with NWCC Cayman LLC (“Nearwater”) with respect to the Company’s investment in the debt tranches of various CLO Funds.

The repurchase agreement extends a facility of a maximum of 100,000 Euros to ECLO for future investment in the debt issued by CLO Funds.

The repurchase agreement bears interest at a rate of 0.5 % spread above the interest earned by ECLO on the tranches of notes subject to the master repurchase agreement.

The weighted average interest rate for the period December 31, 2023 is 6.1 %.

ECLO had outstanding borrowings under the repurchase agreement with Nearwater as of December 31, 2023 to finance its investments in the debt of three CLO Funds with maturity dates ranging from November 25, 2033 through March 15, 2034.

At December 31, 2023, $ 62.8 million of borrowings are outstanding on the facility which is recorded in other liabilities on the Consolidated Statements of Financial Condition.

ECLO pledges as collateral its investments in the debt of the CLO Funds fully collateralizing all outstanding borrowings drawn under the repurchase agreement.

All outstanding borrowings drawn from the repurchase agreement mature in a period greater than 90 days.

ECLO entered into an additional master repurchase agreement with Citibank, N.A.

on December 22, 2021, to finance the purchase of the Company’s investment in one of the CLO funds managed by the entity.

The repurchase agreement bears interest at a rate of 0.5 % spread above the interest earned by ECLO on the tranches of notes subject to the master repurchase agreement.

The weighted average interest rate for the periods ended December 31, 2023 is 6.3 %.

ECLO had outstanding borrowings under the repurchase agreement as of December 31, 2023 to finance the investment in the debt of one CLO Fund with a maturity date of October 15, 2035.

As of December 31, 2023, $ 20.5 million of borrowings are

Notes to Consolidated Financial Statements

outstanding on the repurchase agreement which is recorded in other liabilities on the Consolidated Statements of Financial Condition.

ECLO pledges as collateral its investments in the debt of the CLO Funds fully collateralizing all outstanding borrowings drawn under the repurchase agreement.

All outstanding borrowings drawn from the repurchase agreement mature in a period greater than 90 days.

Credit and Market Risk

25 unchanged sentences

Interest rate changes may therefore affect the amount of interest payments, future earnings and cash flows.

Notes to Consolidated Financial Statements

TPG’s derivative financial instruments contain credit risk to the extent that its counterparties may be unable to meet the terms of the agreements.

1 unchanged sentence

The participants in such markets are typically not subject to credit evaluation and regulatory oversight unlike members of exchange-based markets.

This exposes the Company to the risk that a counterparty will not

Notes to Consolidated Financial Statements

settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the applicable contract (whether or not such dispute is bona fide) or because of a credit or liquidity problem, causing the Company to suffer losses.

This exposes the Company to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the applicable contract (whether or not such dispute is bona fide) or because of a credit or liquidity problem, causing the Company to suffer losses.

Such “counterparty risk” is accentuated for contracts with longer maturities where events may intervene to prevent settlement, or where the Company has concentrated its transactions with a single or small group of counterparties.

15 unchanged sentences

The assets and liabilities recognized in the Company’s Consolidated Statements of Financial Condition related to its interest in these non-consolidated VIEs and its maximum exposure to loss relating to non-consolidated VIEs were as follows (in thousands):

Investments (includes assets pledged of $ 475,110 and $ 492,276 )

December 31, 2023 December 31, 2022

Investments (includes assets pledged of $ 570,806 and $ 475,110 as of December 31, 2023 and December 31, 2022, respectively)

$ 903,119 $ 607,964

Due from affiliates 293,233 88,847

VIE-related assets 5,373,828 6,050,667

Potential clawback obligation 1,910,247 1,869,395

1 unchanged sentence

Maximum exposure to loss $ 3,162,861 $ 2,613,778

Additionally, cumulative performance allocations of $ 5.7 billion and $ 4.7 billion as of December 31, 2023 and 2022, respectively, are subject to reversal in the event of future losses.

In conjunction with the Reorganization described in Note 1 to the Consolidated Financial Statements, the TPG Operating Group and RemainCo entered into certain agreements to effectuate the go-forward relationship between the entities.

1 unchanged sentence

As a result, RemainCo represents a non-consolidated VIE.

Notes to Consolidated Financial Statements

RemainCo Performance Earnings Agreement

In accordance with the TPG Operating Group’s agreement with RemainCo (the “RemainCo Performance Earnings Agreement”), RemainCo is entitled to distributions in respect of performance allocations from TPG funds as described below.

For certain existing TPG Funds that are advanced in their life cycles, which we refer to as the “Excluded Funds,”

Notes to Consolidated Financial Statements

RemainCo is generally entitled to receive distributions of performance allocations not previously designated for partners and employees or unaffiliated third parties, and the TPG Operating Group is not entitled to further performance allocations from the Excluded Funds.

For certain existing TPG funds that are advanced in their life cycles, which we refer to as the “Excluded Funds,” RemainCo is generally entitled to receive distributions of performance allocations not previously designated for partners and employees or unaffiliated third parties, and the TPG Operating Group is not entitled to further performance allocations from the Excluded Funds.

For TPG funds of a more recent vintage and for future TPG funds, which we collectively refer to as the “Included Funds,” RemainCo is entitled to a base performance allocation ranging from 10 % to 15 % (subject to limited exceptions, including TPG funds acquired in a business combination or formed with meaningful participation by the counterparty of such business combination) depending upon the Included Fund (the “Base Entitlement”).

7 unchanged sentences

The maximum Performance Allocation Increase in any year is $ 40.0 million.

In the calendar year 2023, the Performance Allocation Increase to the holders of Promote Units was $ 29.2 million.

In the calendar year 2022, there was no Performance Allocation Increase.

RemainCo Administrative Services Agreement

The TPG Operating Group has entered into an administrative services agreement with RemainCo whereby the TPG Operating Group provides RemainCo with certain administrative services, including maintaining RemainCo’s books and records, tax and financial reporting and similar support which began on January 1, 2022.

In exchange for these services, RemainCo pays the TPG Operating Group an annual administration fee in the amount of 1 % per annum of the net asset value of RemainCo’s assets, with such amount payable quarterly in advance and recorded in expense reimbursements and other within revenues in the Consolidated Statements of Operations.

Securitization Vehicles

5 unchanged sentences

In 2019, certain subsidiaries of the Company issued an additional $ 50.0 million in privately placed securitization notes.

Notes to Consolidated Financial Statements

The transfer of Participation Rights to the special purpose entities are considered sales for legal purposes.

4 unchanged sentences

Additionally, the Participation Rights and other assets directly held by the VIEs are not available to satisfy the general obligations of the Company.

Notes to Consolidated Financial Statements

As the primary beneficiary of these entities, the Company is exposed to credit, interest rate and market risk from the Participation Rights in the VIEs.

1 unchanged sentence

The Company may also be exposed to interest rate risk arising from the secured notes issued by the VIEs.

The secured notes issued by the VIEs are shown on the Company’s Consolidated Statements of Financial Condition as secured borrowings, net of unamortized issuance costs as of December 31, 2022 and December 31, 2021 of $ 4.7 million and $ 5.1 million, respectively.

As of December 31, 2023 and December 31, 2022, the carrying amount of secured notes issued by the VIEs was $ 245.6 million and $ 245.3 million, respectively, and is shown in the Company’s Consolidated Statements of Financial Condition as debt obligations, net of unamortized issuance costs of $ 4.4 million and $ 4.7 million, respectively.

The following table depicts the total assets and liabilities related to VIE securitization transactions included in the Company’s Consolidated Statements of Financial Condition (in thousands):

December 31, 2023 December 31, 2022

Cash and cash equivalents $ 6,057 $ 33,612

10 unchanged sentences

(a) Participation rights receivable related to VIE securitization transactions are included in investments in the Company’s Consolidated Statements of Financial Condition .

Notes to Consolidated Financial Statements

Debt Obligations

The following table summarizes the Company’s and its subsidiaries’ debt obligations (in thousands):

2 unchanged sentences

Senior Unsecured Revolving Credit Facility (a)

March 2011 July 2027 $ 700,000 $ — 5.46 % $ — 1.85 %

Subordinated Credit Facility (b)

August 2014 August 2024 30,000 — 6.71 % — 2.35 %

Senior Unsecured Term Loan (c)

December 2021 December 2024 200,000 199,307 5.46 % 199,494 1.10 %

Secured Borrowings - Tranche A (d)

March 2011 September 2028 $ 1,200,000 $ 501,000 6.45 % $ — 5.46 %

Senior Unsecured Term Loan (b)

December 2021 March 2026 200,000 198,485 6.45 % 199,307 5.46 %

Secured Borrowings - Tranche A (c)

May 2018 June 2038 200,000 196,434 5.33 % 196,186 5.33 %

Secured Borrowings - Tranche B (d)

Secured Borrowings - Tranche B (c)

October 2019 June 2038 50,000 49,133 4.75 % 49,073 4.75 %

364-Day Revolving Credit Facility (d)

April 2023 April 2024 150,000 — 7.35 % — — %

Subordinated Credit Facility (e)

August 2014 August 2025 30,000 — 7.70 % — 6.71 %

Total debt obligations $ 1,830,000 $ 945,052 $ 444,566

_______________

(a) In March 2011, TPG Holdings, L.P.

entered into a $ 400.0 million credit facility (the “Senior Unsecured Revolving Credit Facility”).

Between 2018 and 2021, TPG Holdings, L.P.

entered into the first, second, third and fourth amendments to the Senior Unsecured Revolving Credit Facility to, among other things, release the collateral package under the facility, reduce commitments to $ 300.0 million and to provide for successor borrowers.

In July 2022, TPG Operating Group II, L.P., as borrower, entered into a fifth amendment and restatement of the Senior Unsecured Revolving Credit Facility (the “Amended Senior Unsecured Revolving Credit Facility”) to among other things, (i) extend the maturity date of the revolving credit facility from November 2025 to July 2027, (ii) increase the aggregate revolving commitments thereunder from $ 300.0 million to $ 700.0 million and (iii) replace LIBOR as the applicable reference rate with the Secured Overnight Financing Rate (“SOFR”) and otherwise conform the credit facility to accommodate SOFR as the reference rate.

Dollar-denominated principal amounts outstanding under the Amended

Notes to Consolidated Financial Statements

Senior Unsecured Revolving Credit Facility accrue interest, at the option of the applicable borrower, either (i) at a base rate plus applicable margin not to exceed 0.25 % per annum or (ii) at a term SOFR rate plus a 0.10 % per annum adjustment and an applicable margin not to exceed 1.25 %.

The Company is also required to pay a quarterly commitment fee on the unused commitments under the Amended Senior Unsecured Revolving Credit Facility not to exceed 0.15 % per annum, as well as certain customary fees for any issued letters of credit.

In August 2022, the Company entered into a first amendment to the Amended Senior Unsecured Revolving Credit Facility, which provides that if the Company is not publicly rated, the applicable margin for borrowings under the facility may be determined using the Company’s leverage ratio.

(b) A consolidated subsidiary of the Company entered into two $ 15.0 million subordinated revolving credit facilities (collectively, the “Subordinated Credit Facility”), for a total commitment of $ 30.0 million.

The Subordinated Credit Facility is available for direct borrowings and is guaranteed by certain members of the TPG Operating Group.

In August 2022, the subsidiary extended the maturity date of the Subordinated Credit Facility from August 2023 to August 2024 and replaced LIBOR as the applicable reference rate with SOFR, and otherwise conforms the agreements to accommodate SOFR as the reference rate.

(c) In December 2021, the Company entered into a credit agreement (the “Senior Unsecured Term Loan Agreement”) pursuant to which the lenders thereunder agreed to make term loans in a principal amount of up to $ 300.0 million during the period commencing on December 2, 2021 and ending on the date that is 30 days thereafter.

Unused commitments were terminated at the end of such period.

The term loans had an interest rate of LIBOR plus 1.00 % and will mature in December 2024.

In July 2022, the Company entered into an amended and restated term loan agreement (the “Amended Senior Unsecured Term Loan Agreement”).

The Amended Senior Unsecured Term Loan Agreement, among other things, replaces LIBOR as the applicable reference rate with SOFR, and otherwise conforms the term loan agreement to accommodate SOFR as the reference rate.

Principal amounts outstanding under the Amended Senior Unsecured Term Loan Agreement accrue interest, at the option of the borrower, either (i) at a base rate plus an applicable margin of 0.00 % or (ii) at a term SOFR rate plus a 0.10 % per annum adjustment and an applicable margin of 1.00 %.

(d) The Company’s secured borrowings are issued using on-balance sheet securitization vehicles, as further discussed in Note 1 1 to the Consolidated Financial Statements.

(a) The Senior Unsecured Revolving Credit Facility, as amended, has aggregate revolving commitments of $ 1.2 billion and is scheduled to mature on September 26, 2028.

Dollar-denominated principal amounts outstanding under the Amended Senior Unsecured Revolving Credit Facility accrue interest, at the option of the applicable borrower, either (i) at a base rate plus applicable margin not to exceed 0.25 % per annum or (ii) at a term SOFR rate plus a 0.10 % per annum adjustment and an applicable margin not to exceed 1.25 %.

The Senior Unsecured Revolving Credit Facility contains customary representations, covenants and events of default.

Financial covenants consist of a maximum leverage ratio and a requirement to keep a minimum amount of fee-earning assets under management, each tested quarterly.

At December 31, 2023, the Company is in compliance with these covenants and conditions.

During the year ended December 31, 2023, the Company borrowed $ 470.0 million from the Senior Unsecured Revolving Credit Facility to partially fund the cash consideration of the Acquisition, and an additional $ 31.0 million for working capital purposes.

(b) The Senior Unsecured Term Loan is scheduled to mature on March 31, 2026.

Principal amounts outstanding under the Senior Unsecured Term Loan Agreement accrue interest, at the option of the borrower, either (i) at a base rate plus an applicable margin of 0.00 % or (ii) at a term SOFR rate plus a 0.10 % per annum adjustment and an applicable margin of 1.00 %.

(c) The Company’s secured borrowings are issued using on-balance sheet securitization vehicles, as further discussed in Note 11 to the Consolidated Financial Statements.

The secured borrowings are repayable only from collections on the underlying securitized equity method investments and restricted cash.

3 unchanged sentences

The secured borrowings contain an optional redemption feature giving the Company the right to call the notes in full or in part.

If the secured borrowings are not redeemed on or prior to June 20, 2028, the Company will pay additional interest equal to 4.00 % per annum.

If the secured borrowings are not redeemed on or prior to June 20, 2028, the Company is required to pay additional interest equal to 4.00 % per annum.

The secured borrowings contain covenants and conditions customary in transactions of this nature, including negative pledge provisions, default provisions and operating covenants, limitations on certain consolidations, mergers and sales of assets.

At December 31, 2023, the Company is in compliance with these covenants and conditions.

(d) On April 14, 2023, a consolidated subsidiary of the Company entered into a 364 -day revolving credit facility (the “364-Day Credit Facility”) with Mizuho Bank, Ltd., acting as administrative agent, to provide the subsidiary with revolving borrowings of up to $ 150.0 million.

Borrowings under the 364 -Day Credit Facility are subject to one of three interest rates depending on the type of drawdown requested.

Alternate Base Rate (“ABR”) loans are denominated in US Dollars and subject to a variable interest rate computed daily as the higher of the Federal Funds Rate plus 0.50 % or the one-month Term SOFR plus 1.00 %, plus an applicable margin of between 1.00 % and 2.00 %, depending on the term of the loan.

Term Benchmark Loans may be denominated in US Dollars or Euros, and are subject to a fixed interest rate computed as the SOFR rate for a period comparable to the term of the loan in effect two business days prior to the date of borrowing, plus an applicable margin of between 2.00 % and 3.00 %, depending on the term of the loan.

Risk-Free Rate (“RFR”) loans are denominated in Sterling and subject to a fixed interest rate computed daily as the Sterling Overnight Index Average (“SONIA”) in effect five business days prior to the date of borrowing, plus an applicable margin of between 2.00 % and 3.00 %, depending on the term of the loan.

The subsidiary is also required to a pay a quarterly facility fee equal to 0.30 % per annum of the total facility capacity of $ 150.0 million, as well as certain customary fees for any issued loans.

The Company entered into an equity commitment letter in connection with the 364 -Day Credit Facility, committing to provide capital contributions, if and when required, to the consolidated subsidiary throughout the life of the facility.

(e) A consolidated subsidiary of the Company entered into two $ 15.0 million subordinated revolving credit facilities (collectively, the “Subordinated Credit Facility”), for a total commitment of $ 30.0 million.

The Subordinated Credit Facility is available for direct borrowings and is guaranteed by certain members of the TPG Operating Group.

In August 2023, the subsidiary extended the maturity date of the Subordinated Credit Facility from August 2024 to August 2025.

The interest rate for borrowings under the Subordinated Credit Facility is calculated at a term SOFR rate plus a 0.10 % per annum adjustment and 2.25 %.

Notes to Consolidated Financial Statements

During the years ended December 31, 2023, 2022 and 2021, the Company incurred interest expense of $ 31.8 million, $ 19.0 million and $ 14.3 million, respectively, on its debt obligations.

At December 31, 2023 and 2022, the fair value of the Company’s senior unsecured term loan was $ 200.0 million and $ 199.2 million, respectively, which approximates its carrying amount represented in the Consolidated Statements of Financial Condition due to its variable rate nature.

At December 31, 2023 and 2022, the estimated fair value of the secured borrowings based on current market rates and credit spreads for debt with similar maturities was $ 240.7 million and $ 231.5 million, respectively, and the carrying value, excluding unamortized issuance costs, was $ 250.0 million at December 31, 2023 and 2022.

At December 31, 2022, the fair value of the Company’s Senior Unsecured Term Loan was $ 199.2 million, which approximates its carrying amount represented in the Consolidated Statements of Financial Condition due to its variable rate nature.

During January 2024, the Company drew $ 58.5 million under its Senior Unsecured Revolving Credit Facility.

As a result of the Reorganization, the Company is treated as a corporation for U.S.

federal and state income tax purposes.

We are subject to U.S.

federal and state income taxes, in addition to local and foreign income taxes, with respect to our allocable share of taxable income generated by the TPG Operating Group partnerships.

The Company is subject to U.S.

federal and state income taxes, in addition to local and foreign income taxes, with respect to its allocable share of taxable income generated by the TPG Operating Group.

Prior to the Reorganization, the Company was treated as a partnership for U.S.

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federal and state income taxes except for certain consolidated subsidiaries that were subject to taxation in the U.S.

(federal, state and local) and foreign jurisdictions as a result of their entity classification for tax reporting purposes.

(federal, state and local) and in foreign jurisdictions.

The income (loss) before income taxes includes the following components (in thousands):

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$ 83,653 $ ( 23,752 ) $ 4,665,035

Notes to Consolidated Financial Statements

The Company has provided U.S.

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Income tax expense (benefit) $ 60,268 $ 32,483 $ 9,038

Notes to Consolidated Financial Statements

Income taxes are provided at the applicable statutory rates.

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Deferred tax assets

Investment in TPG Operating Group $ 86,571 $ 99,018

Accruals 1,245 2,063

Investment basis differences 99,018 —

Equity based compensation 10,674 —

Lease liabilities 12,638 —

Fixed Assets 629 369

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Net operating loss carryforwards 25 —

Equity based compensation 20,021 10,674

Lease liability 2,029 12,638

Foreign tax credit 1,830 —

Other 5,797 603

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Fixed assets — 155

Straight-line rent — 7

Other 218 ( 314 )

Intangibles 6,989 218

Deferred tax liabilities, net $ 8,879 $ 11,572

As of December 31, 2022, the Company has recognized net deferred tax assets before the considerations of valuation allowances in the amount of $ 113.8 million which primarily relate to excess income tax basis versus book basis differences in connection with the Company’s investment in the TPG Operating Group partnerships.

The excess of income tax basis in the TPG Operating Group partnerships was primarily due to the Reorganization which resulted in a step-up in the tax basis of certain assets to the Company that will be recovered as those underlying assets are sold or the tax basis is amortized.

A portion of the excess income tax basis in the TPG Operating Group partnerships will only reverse upon a sale

Notes to Consolidated Financial Statements

of the Company’s interest in the TPG Operating Group partnerships which is not expected to occur in the foreseeable future.

As a result, the Company has recognized a valuation allowance in the amount of $ 80.3 million against its net deferred tax assets of $ 113.8 million (resulting in net deferred tax assets after valuation allowance of $ 33.5 million) as of December 31, 2022, as it is more-likely-than not that this portion of our deferred tax assets is not realizable.

As of December 31, 2023 and 2022, the Company has recognized net deferred tax assets before the considerations of valuation allowances in the amount of $ 109.3 million and $ 113.8 million, respectively, which primarily relate to excess income tax basis versus book basis differences in connection with the Company’s investment in the TPG Operating Group.

The excess of income tax basis in the TPG Operating Group was primarily due to the Reorganization which resulted in a step-up in the tax basis of certain assets to the Company that will be recovered as those underlying assets are sold or the tax basis is amortized.

At December 31, 2023, the Company has foreign tax credits available in the U.S., in the amount of $ 1.8 million, which will begin to expire in 2032, if not utilized.

The Company does not have any U.S.

federal, state or foreign net operating loss carryforwards, net of valuation allowance, for the period ended December 31, 2023.

The Company evaluates the realizability of its deferred tax asset on a quarterly basis and adjusts the valuation allowance when it is more-likely-than-not that all or a portion of the deferred tax asset may not be realized.

Additionally, and concurrent with the Reorganization, the Company recorded a payable pursuant to the Tax Receivable Agreement within other liabilities in the Consolidated Statements of Financial Condition of $ 18.3 million.

At December 31, 2022, the Company did not have any foreign or federal net operating loss carryforwards, any state or local net operating losses, or any foreign tax credit carryforwards, net of valuation allowance.

The Company also considers projections of taxable income in evaluating its ability to utilize deferred tax assets.

Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment.

In projecting its taxable income, the Company begins with historic results and incorporates assumptions of the amount of future pretax operating income.

The assumptions about future taxable income require significant judgment and are consistent with the plans and estimates that the Company uses to manage its business.

The Company’s projections of future taxable income that include the effects of originating and reversing temporary differences, including those for the tax basis intangibles, indicate that it is more likely than not that the benefits from the deferred tax asset will be realized.

As of December 31, 2023 and 2022, the Company has recognized a valuation allowance of $ 92.6 million and $ 80.3 million, respectively, which primarily relates to the Company’s investment in the TPG Operating Group.

In evaluating the realizability of the deferred tax asset related to the Company’s investment in the TPG Operating Group, the Company determined that the excess income tax basis in the TPG Operating Group will only reverse upon a sale of the Company’s interest in the TPG Operating Group which is not expected to occur in the foreseeable future.

Notes to Consolidated Financial Statements

In addition, the Company has recognized valuation allowances against certain foreign tax credits available for use in the U.S., in the amount of $ 0.9 million, which are expected to expire, as well as a valuation allowance of $ 5.1 million against certain foreign deferred tax assets as it is more-likely-than not that this portion of our deferred tax assets is not realizable.

The current year net increase in our valuation allowance, as compared to the prior year, was $ 12.3 million of which a $ 18.7 million increase was charged to income tax expense, a $ 12.1 million decrease was recognized through equity and a $ 5.7 million increase was recognized through Goodwill in connection with the Acquisition.

Additionally, the Company recorded a payable pursuant to the Tax Receivable Agreement within other liabilities in the Consolidated Statements of Financial Condition of $ 24.6 million, related to the Reorganization and subsequent exchanges of TPG Operating Group partnership units for common stock.

The following table reconciles the U.S.

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Equity based compensation ( 1.3 ) 2.0 —

Change in TPG Operating Group Partnerships tax basis estimate

Change in TPG Operating Group tax basis estimate

Return to Provision ( 0.9 ) 3.9 —

Change in valuation allowance 20.8 ( 4.3 ) —

Other ( 1.7 ) — —

Change in tax status of statutory subsidiaries 2.9 — —

Other reconciling items 0.2 ( 1.7 ) —

Effective income tax rate 72.0 % ( 136.8 %) 0.2 %

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Consequently, the effective tax rate can vary from period to period.

The Company’s overall effective tax rate in each of the periods described above deviates from the statutory rate primarily because (i) the Company was not subject to U.S.

federal taxes prior to the Reorganization and (ii) a portion of income and losses are allocated to non-controlling interests, and the tax liability on such income or loss is borne by the holders of such non-controlling interests.

In addition, during the year ended December 31, 2022, the Company recognized an income tax benefit in connection with certain changes in estimate of the income tax basis of the Company's investments in the TPG Operating Group partnerships at the time of the Reorganization.

The Company’s overall effective tax rate in each of the periods described above deviates from the statutory rate because (i) the Company was not subject to U.S.

federal taxes prior to the Reorganization and (ii) the portion of income and losses that are allocated to non-controlling interests, as the tax liability on such income or loss is borne by the holders of such non-controlling interests.

In addition, during the year ended December 31, 2023, the Company recognized additional income tax expense due to the increase in valuation allowance as a result of the pre-closing reorganization transactions of certain TPG Parties (the “Pre-Closing TPG Transactions”).

Further, for the year ended December 31, 2022, an additional income tax benefit was recognized in connection with certain changes in estimate of the income tax basis of the Company's investments in the TPG Operating Group at the time of the Reorganization.

Notes to Consolidated Financial Statements

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The Company recognizes interest accrued on uncertain tax benefits in income tax expense.

For the years ended December 31, 2022, 2021, 2020, the Company recognized interest of $ 1.1 million, $ 0.9 million and $ 0.8 million, respectively.

The Company recognized penalties of $ 1.3 million for each of the years ended December 31, 2022, 2021, 2020.

For the years ended December 31, 2023, 2022 and 2021, the Company recognized interest of $ 0.9 million, $ 1.1 million and $ 0.9 million, respectively.

The Company recognized penalties of $ 1.1 million, $ 1.3 million and $ 1.3 million for the years ended December 31, 2023, and 2022 and 2021, respectively.

As of December 31, 2023, the Company has unrecognized tax benefits of $ 4.0 million, which, if recognized, would impact the effective tax rate.

The Company does not believe that it has any tax position for which it is reasonably possible that it will be required to record significant amounts of unrecognized tax benefits within the next twelve months.

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At December 31, 2023, U.S.

federal tax returns related to predecessor entities for the years 2019 through 2021 are generally open under the normal statute of limitations and therefore subject to examination.

federal tax returns related to 2022 and predecessor entities for the years 2020 through 2021 are generally open under the normal statute of limitations and therefore subject to examination.

State and local tax returns of our predecessor entities are generally open to audit for tax years between 2019 to 2021.

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The Company files its tax returns as prescribed by the tax laws of the jurisdictions in which it operates.

Although the outcome of tax audits is always uncertain, the Company does not believe the outcome of any future audit will have a material adverse effect on the Company’s Consolidated Financial Statements.

On August 16, 2022, the Inflation Reduction Act of 2022 (“IRA”) was enacted in the United States.

The IRA, among other things, includes a 15% minimum tax on adjusted financial statement income of corporations with average annual adjusted financial statement income in excess of $1 billion over a three-year period, a 1% excise tax on stock repurchases and additional clean energy tax incentives.

The IRA applies to tax years beginning after December 31, 2022.

The Company will continue to evaluate its future impact as regulations are issued by the U.S.

Department of the Treasury.

Sale of non-controlling interests in consolidated entities

In June 2017, the Holdings Companies sold an equity interest in the Former Affiliate of 1.5625 % to a strategic investor for an aggregate price of $ 50.0 million.

The Holdings Companies received $ 17.5 million in proceeds upon closing with the balance to be paid in equal installments over three years .

The Company received $ 10.8 million in the year ended December 31, 2020.

The payments are shown in the Consolidated Statements of Changes in Equity.

As of December 31, 2020, the receivable for the sale of non-controlling interests in consolidated entities had been settled in full.

The sale of the equity interests was subject to a put provision whereby, under limited circumstances, the Holdings Companies would be required to repurchase all the equity interest previously sold in excess of any distributions received.

This provision expired in June 2022.

Although the outcome of tax audits is always uncertain, the Company does not believe the outcome of any current or future audit will have a material adverse effect on the Company’s Consolidated Financial Statements.

Notes to Consolidated Financial Statements

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Due from affiliates and due to affiliates consist of the following (in thousands):

Year Ended December 31,

Portfolio companies $ 60,227 $ 57,492

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Fund Investments

Certain of the Company’s investment professionals and other individuals have made discretionary investments of their own capital in the TPG Funds.

Certain of the Company’s investment professionals and other individuals have made investments of their own capital in the TPG funds.

These investments are generally not subject to management fees or performance allocations at the discretion of the general partner.

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The Company disclosed revenues in Note 2 to the Consolidated Financial Statements.

Loans to Affiliates

From time to time, the Company may enter into transactions in which it arranges short-term funding for affiliates, such as portfolio companies, as part of the Company’s capital markets activities.

Under this arrangement, the Company may draw all or substantially all of its availability for borrowings under the 364-Day Credit Facility.

Borrowings made under this facility are generally expected to be repaid promptly as these short-term fundings are intended to be syndicated to third parties.

Notes Receivable from Affiliates

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Certain of these loans are collateralized by underlying investment interests of the borrowers.

The outstanding balance of these notes was $ 1.6 million and $ 1.0 million at December 31, 2022 and December 31, 2021, respectively.

These notes generally incur interest at floating rates, and such interest, which is included in interest, dividends and other in the Consolidated Financial Statements, totaled less than $ 0.1 million for the year ended December 31, 2022, and $ 0.5 million for each of the years ended December 31, 2021 and 2020 .

The outstanding balance of these notes was $ 0.1 million and $ 1.6 million as of December 31, 2023 and 2022, respectively, which is included in other assets in the Consolidated Statements of Financial Condition.

These notes generally incur interest at floating rates, and such interest, which is included in interest, dividends and other in the Consolidated Statements of Operations, totaled less than $ 0.1 million for each of the years ended December 31, 2023 and 2022, and $ 0.5 million for the year ended December 31, 2021.

Notes to Consolidated Financial Statements

Aircraft Services

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The termination of the leases resulted in the derecognition of a right-of-use asset and a corresponding lease liability of $ 13.6 million.

For the year ended December 31, 2022, the Company made no lease payments to entities controlled by certain partners of the Company.

For the year ended December 31, 2021, such lease payments, which were paid to entities controlled by certain partners of the Company, totaled $ 4.9 million.

Notes to Consolidated Financial Statements

RemainCo Administrative Services Agreement

The fees earned by the Company for the year ended December 31, 2022 were $ 19.8 million and recorded in expense reimbursements and other within revenues in the Consolidated Financial Statements.

In exchange for services provided by TPG Operating Group, RemainCo pays TPG Operating Group an annual administration fee in the amount of 1 % per annum of the net asset value of RemainCo’s assets, with such amount payable quarterly in advance.

The fees earned by the Company for the years ended December 31, 2023 and 2022 were $ 17.8 million and $ 19.8 million, respectively, and recorded in fees and other in the Consolidated Statements of Operations.

Other Related Party Transactions

The Company has entered into contracts to provide services or facilities for a fee with certain related parties.

A portion of these fees are recognized within expense reimbursements and other in the amount of $ 23.5 million, $ 21.8 million and $ 16.6 million for the years ended December 31, 2022, 2021 and 2020, respectively.

A portion of these fees are recognized as fees and other in the Consolidated Statements of Operations in the amount of $ 28.9 million, $ 23.5 million and $ 21.8 million for the years ended December 31, 2023, 2022 and 2021 respectively.

During the years ended December 31, 2023, 2022 and 2021, these related parties have made payments associated with these arrangements of $ 35.8 million, $ 26.2 million and $ 27.9 million, respectively.

Redeemable equity attributable to consolidated Public SPACs

Redeemable Equity

Investment in SPACs

The Company invests in and sponsors SPACs which are formed for the purposes of effecting a merger, asset acquisition, stock purchase, reorganization or other business combination.

In the IPO of each of these SPACs, either common shares or units (which include one Class A ordinary share and, in some cases, a fraction of a redeemable public warrant which entitles the holder to purchase one share of Class A ordinary shares at a fixed exercise price) are sold to investors.

Each SPAC provides its public shareholders the option to redeem their shares either (i) in connection with a shareholder meeting to approve the business combination or (ii) by means of a tender offer.

The Company has invested in and sponsored SPACs which were formed for the purposes of effecting a merger, asset acquisition, stock purchase, reorganization or other business combination.

In the IPO of each of these SPACs, either common shares or units (which include one Class A ordinary share and, in some cases, a fraction of a redeemable public warrant which entitled the holder to purchase one share of Class A ordinary shares at a fixed exercise price) were sold to investors.

Each SPAC provided its public shareholders the option to redeem their shares either (i) in connection with a shareholder meeting to approve the business combination or (ii) by means of a tender offer.

Assets held in Trust Accounts relate to gross proceeds received from the IPO and can only be used for the initial business combination and any possible investor redemptions.

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The ownership interest in each SPAC which is not owned by the Company is reflected as redeemable equity attributable to Public SPACs in the accompanying Consolidated Financial Statements.

As of August 16, 2023, the Company no longer had any investment in consolidated Public SPACs.

The Company consolidates these SPACs during the period before the initial business combination, and therefore the Class F ordinary shares, Class G ordinary shares, private placement shares, private placement warrants and FPAs with consolidated related parties are eliminated in consolidation.

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AFTR sold 25,000,000 units at a price of $ 10.00 per unit for total IPO proceeds of $ 250.0 million.

Each unit consists of one Class A ordinary share of AFTR at $ 0.0001 par value and one-third of one warrant.

Each unit consisted of one Class A ordinary share of AFTR at $ 0.0001 par value and one-third of one warrant.

On August 16, 2023, AFTR redeemed all of its AFTR Class A Ordinary Shares at a per-share redemption price of approximately $ 10.41 , because AFTR did not consummate an initial business combination within the time period required by its Amended and Restated Memorandum and Articles of Association.

As of August 16, 2023, the AFTR Class A Ordinary Shares were deemed cancelled and represented only the right to receive the redemption amount, and there were no redemption rights or liquidating distributions with respect to AFTR’s warrants, which expired with no value.

After August 16, 2023, AFTR ceased all operations except for those required to wind up its business.

In April 2021, YTPG, a SPAC, completed an initial public offering.

YTPG sold 40,000,000 shares at a price of $ 10.00 per share for total IPO proceeds of $ 400.0 million.

Each share consists of one Class A ordinary share of YTPG at $ 0.0001 par value.

Prior to the IPO, YTPG entered into FPAs for an aggregate purchase price of $ 175.0 million, of which the Company is responsible for $ 24.9 million as of December 31, 2022.

Each share consisted of one YTPG Class A Ordinary Share of YTPG at $ 0.0001 par value.

Notes to Consolidated Financial Statements

On April 17, 2023, YTPG redeemed all of its YTPG Class A Ordinary Shares at a per-share redemption price of approximately $ 10.00 , because YTPG did not consummate an initial business combination within the time period required by its Amended and Restated Memorandum and Articles of Association.

As of April 17, 2023, the YTPG Class A Ordinary Shares were deemed cancelled and represented only the right to receive the redemption amount.

FPAs entered into by YTPG at the time of its IPO were terminated on April 17, 2023.

After April 17, 2023, YTPG ceased all operations except for those required to wind up its business.

In October 2020, TPG PACE Beneficial Finance Corp.

(”TPGY”), a SPAC, completed an initial public offering.

TPGY sold 35,000,000 units at a price of $ 10.00 per unit for total IPO proceeds of $ 350.0 million.

TPGY sold 35,000,000 units at a price of $ 10.00 per unit for a total IPO price of $ 350.0 million.

Each unit consisted of one Class A ordinary share of TPGY at $ 0.0001 par value and one-fifth of one warrant.

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As of October 11, 2022, the Class A Shares were deemed cancelled and represented only the right to receive the Redemption Amount.

There will be no redemption rights or

Notes to Consolidated Financial Statements

liquidating distributions with respect to the TPGY’s warrants, which expired with no value.

There will be no redemption rights or liquidating distributions with respect to the TPGY’s warrants, which expired with no value.

FPAs entered into by TPGY at the time of its IPO were terminated on October 11, 2022.

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Offering costs for the year ended December 31, 2021 totaled approximately $ 54.1 million, inclusive of $ 32.7 million in deferred underwriting commissions, and were charged to redeemable equity.

Offering costs for the year ended December 31, 2020 totaled approximately $ 46.0 million, inclusive of $ 28.0 million in deferred underwriting commissions.

The Company had no such activity for the year ended December 31, 2022.

Approximately $ 44.7 million of the offering costs were related to the issuance of Class A ordinary shares and charged to redeemable equity and approximately $ 1.3 million of the offering costs were related to the warrant liabilities and charged to the Consolidated Statement of Operations.

As of December 31, 2022 and 2021, the redeemable equity consisted of 65.0 million and 100.0 million outstanding Class A ordinary shares, respectively.

These interests were classified outside of partners’ capital totaling $ 653.6 million and $ 1,000.0 million, respectively, which represented the full redemption value and equals the assets held in Trust Accounts.

The Company had no such activity during the years ended December 31, 2023 and 2022.

As of December 31, 2023, the Company held no redeemable equity.

As of December 31, 2022, the redeemable equity consisted of 65.0 million outstanding Class A ordinary shares, and these interests were classified outside of partners’ capital totaling $ 653.6 million, which represented the full redemption value and equaled the assets held in Trust Accounts.

The following table summarizes the adjustments to redeemable equity (in thousands):

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Bifurcation of warrant liabilities — — ( 12,500 )

Net income (loss) attributable to redeemable equity 14,648 155,131 ( 195,906 )

Net income attributable to redeemable equity 12,044 14,648 155,131

Redemptions / withdrawals ( 661,001 ) ( 352,014 ) ( 304,760 )

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Cash paid for amounts included in the measurement of lease liabilities $ 34,492 $ 28,458 $ 29,224

Non-cash right-of-use assets obtained in exchange for new operating lease liabilities 6,311 5,634 6,035

Right-of-use assets obtained in the Acquisition (see Note 3) 107,716 — —

Other non-cash changes in right-of-use assets 13,057 6,311 5,634

Non-cash right-of-use assets and lease liability termination ( 743 ) ( 13,375 ) —

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Maturity Date Guarantee Amount

April 2024 $ 150,000

August 2025 30,000

December 2024 200,000

March 2026 200,000

June 2026 60,000

December 2026 116,284

July 2027 700,000

September 2028 1,200,000

June 2030 32,972

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Letters of Credit

The Company had $ 0.5 million and $ 0.7 million in letters of credit outstanding at December 31, 2022 and 2021, respectively.

At December 31, 2022, the third party investors of the consolidated Public SPACs had unfunded capital commitments of $ 150.1 million to the consolidated Public SPACs.

At December 31, 2022, the TPG Operating Group had unfunded investment commitments of $ 365.8 million to the TPG Funds, consolidated Public SPACs and other strategic investments.

The Company had $ 0.5 million in letters of credit outstanding for each of the years ended December 31, 2023 and 2022.

As of August 16, 2023, the Company no longer had any investment in or commitments to consolidated Public SPACs.

At December 31, 2023, the TPG Operating Group had unfunded investment commitments of $ 521.3 million to the investment funds that the Company manages and other strategic investments.

Contingent Obligations (Clawback) With Affiliates

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Performance allocations received by the general partners of the respective TPG funds are subject to clawback to the extent the performance allocations received by the general partners exceeds the amount the general partners are ultimately entitled to receive based on cumulative fund results.

At December 31, 2022, if all investments held by the TPG funds were liquidated at their current unrealized fair value, there would be clawback of $ 58.3 million, net of tax, for which a performance fee reserve was recorded within other liabilities in the Consolidated Financial Statements.

At December 31, 2022, if all remaining investments were deemed worthless, a possibility management views as remote, the amount of performance allocations subject to potential clawback would be $ 1,869.4 million on a pre-tax basis.

At December 31, 2023, if all investments held by the TPG funds were liquidated at their current unrealized fair value, there would be clawback of $ 58.3 million, net of tax, for which a performance fee reserve was recorded within other liabilities in the Consolidated Statements of Financial Condition.

At December 31, 2023, if all remaining investments were deemed worthless, a possibility management views as remote, the amount of performance allocations subject to potential clawback would be $ 1,910.2 million.

During the year ended December 31, 2023, the general partners made no payments on the clawback liability.

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The Company accrues a liability for legal proceedings in accordance with U.S.

GAAP, in particular, the Company establishes an accrued liability for loss contingencies when a settlement arising from a legal proceeding is both probable and reasonably estimable.

In particular, the Company establishes an accrued liability for loss contingencies when a settlement arising from a legal proceeding is both probable and reasonably estimable.

If the matter is not probable or reasonably estimable, no such liability is recorded.

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(ii) damages sought may be unspecified, unsupportable, unexplained or uncertain;

(iii) discovery may not have been started or is incomplete;

(iii) discovery may not have started or is incomplete;

(iv) there may be uncertainty as to the outcome of pending appeals or motions;

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Consequently, management is unable to estimate a range of potential loss, if any, related to such matters.

Even when the Company accrues a liability for a loss contingency such cases, there may be an exposure to loss in excess of any amounts accrued.

Even when the Company accrues a liability for a loss contingency in such cases, there may be an exposure to loss in excess of any amounts accrued.

Loss contingencies may be, in part or in whole, subject to insurance or other payments such as contributions and/or indemnity, which may reduce any ultimate loss.

In November 2019, it became probable that the Company would settle a dispute with the Internal Revenue Service for approximately $ 7.5 million.

This settlement did not result in a change to the Company’s previously filed Federal income tax returns.

In the fourth quarter of 2020, the Company recorded this expected settlement amount in general, administrative, and other in the Consolidated Statements of Operations and the offsetting payable in accounts payable and accrued expenses in the Consolidated Statements of Financial Condition.

In December 2020, the Company settled the dispute with the Internal Revenue Service by making a payment of approximately $ 7.8 million and recorded additional expenses of $ 0.3 million in general, administrative, and other in the Consolidated Statements of Operations.

Based on information presently known by management, the Company has not recorded a potential liability related to any pending legal proceeding and is not subject to any legal proceedings that we expect to have a material impact on our operations, financial positions or cash flows.

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In February 2018, a High Court case in London against a number of TPG and Apax-related parties and individuals was abandoned by the claimants in the early days of a scheduled six-week trial with costs of $ 9.5 million awarded to the TPG and Apax-related parties, of which $ 3.4 million was awarded to TPG.

Notes to Consolidated Financial Statements

In addition to the Luxembourg appeal, two cases in New York state court are active against TPG and Apax-related parties concerning the Hellas investment.

Motions to dismiss by all defendants were made in both actions with the Court now having granted and denied in part those motions, paring back the parties, claims and amounts at issue.

Appeals are pending as to the ruling in one matter (with immediate appeals possible as to the ruling in the other).

No trial date has been set in either of the two active actions.

Appeals are pending as to the dismissal ruling in one matter (with immediate appeals possible as to the dismissal ruling in the other).

The court has ruled on summary judgment motions in one case, further paring back the parties and claims in the case.

Appeals are pending as to those summary judgment rulings as well.

There is no pending trial date in either action.

The prior noted stayed federal actions have now been dismissed by court order and stipulation.

The Company believes that the suits related to the Hellas investment are without merit and intends to continue to defend them vigorously.

Notes to Consolidated Financial Statements

In October 2022, the Company received a document request from the SEC focusing on the use and retention of business-related electronic communications, which, as has been publicly reported, is part of an industry-wide review.

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Net Income (Loss) Per Class A Common Share

Basic and diluted net income (loss) per share of Class A common stock is presented from January 13, 2022 through December 31, 2022, the period following the Reorganization and IPO.

There were no shares of Class A common stock outstanding prior to January 13, 2022, therefore no income per share information has been presented for any period prior to that date.

The Company calculates its basic and diluted income (loss) per share using the two-class method for all periods presented, which defines unvested share-based payment awards that contain nonforfeitable rights to dividends as participating securities.

4 unchanged sentences

level that has not previously been attributed to the non-controlling interests or if there is a change in tax rate as a result of a hypothetical conversion.

Basic and diluted net income (loss) per share of Class A common stock for the year ended December 31, 2022 is presented from January 13, 2022 through December 31, 2022, the period following the Reorganization and IPO.

There were no shares of Class A common stock outstanding prior to January 13, 2022, therefore no income per share information has been presented for any period prior to that date.

Notes to Consolidated Financial Statements

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Net income attributable to Class A Common Stockholders prior to distributions 80,090 92,426

Reallocation of earnings to unvested participating restricted stock units ( 4,994 )

Reallocation of earnings to unvested participating restricted stock units (a)

( 8,872 ) ( 4,994 )

Net income attributable to Class A Common Stockholders - Basic 71,218 87,432

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Reallocation of income from participating securities assuming exchange of Common Units — 132

Net income (loss) attributable to Class A Common Stockholders - Diluted $ ( 59,569 )

Net (loss) income attributable to Class A Common Stockholders - Diluted $ ( 11,682 ) $ ( 59,569 )

Weighted-Average Shares of Common Stock Outstanding - Basic 80,334,871 79,255,411

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Net income (loss) available to Class A common stock per share

Basic $ 0.89 $ 1.10

Diluted $ ( 0.04 ) $ ( 0.19 )

Dividends declared per share of Class A Common Stock (a)

(a) Dividends declared reflects the calendar date of the declaration for each distribution.

Dividends declared per share of Class A Common Stock (b)

$ 1.40 $ 1.09

(a) No undistributed losses were allocated to unvested participating restricted stock units during the year ended December 31, 2023 and the year ended December 31, 2022, as the holders do not have a contractual obligation to share in the losses of the Company with common stockholders.

(b) Dividends declared reflects the calendar date of the declaration for each distribution.

The fourth quarter dividends were declared on February 13, 2024 and are payable on March 8, 2024.

Equity-Based Compensation

In conjunction with the IPO, TPG employees, certain of the Company’s executives and certain non-employees received grants of equity-based awards in the form of restricted stock units which entitle the holder to one share of Class A common stock upon vesting.

These grants were issued as part of the IPO to promote broad ownership of the firm among its employees and further align its interests with those of its shareholders.

As a result of the Reorganization and the IPO, the Company’s current partners hold restricted indirect interests in Common Units through TPG Partner Holdings, L.P.

(“TPG Partner Holdings”) and indirect economic interests through RemainCo.

In conjunction with the Reorganization, TPG Partner Holdings distributed its interest in RemainCo and the underlying assets as part of a common control transaction to its existing owners, which are the Company’s current and former partners.

No changes were made to the terms of the unvested units.

TPG Partner Holdings and RemainCo are presented as non-controlling interest holders within our Consolidated Financial Statements.

The interests in TPG Partner Holdings (“TPH Units”) and indirectly in RemainCo (“RPH Units”) are generally subject to both service-based vesting, primarily over a four to seven-year period from the date of grant or, in certain cases, to performance conditions.

Holders of these interests participate in distributions regardless of

Notes to Consolidated Financial Statements

the vesting status.

Additionally, as a result of the Reorganization, the IPO and the acquisition of the final 33.3 % of NQ Manager discussed in Note 3 to the Consolidated Financial Statements, certain TPG partners and NewQuest principals were granted Common Units directly at TPG Operating Group (“TOG Units”) and Class A common stock (collectively with “TOG Units,” the “Other IPO-Related Awards”) subject to both service and performance conditions, which are deemed probable of achieving.

The following table summarizes the granted and outstanding awards for the year ended December 31, 2022 (in millions, including share data):

Shares / Units Granted for the year ended December 31, 2022 Shares / Units Outstanding as of

December 31, 2022 Compensation Expense for the year ended December 31, 2022 Unrecognized Compensation Expense as of December 31, 2022

Equity-Based Compensation

Restricted Stock Awards

Under the Company’s 2021 Omnibus Equity Incentive Plan (the “Omnibus Plan”), the Company is permitted to grant equity awards representing ownership interests in TPG Inc.’s Class A common stock.

On January 13, 2022, the Omnibus Plan became effective and the Company authorized for issuance 30,694,780 shares of TPG Inc.’s Class A common stock.

On January 6, 2023, additional 12,797,983 shares of Class A common stock were registered, increasing the share reserve to 30,889,270 of which 14,245,386 may be issued as of December 31, 2023.

In conjunction with the IPO in 2022, TPG employees, certain of the Company’s executives and certain non-employees received one-time grants of equity-based awards in the form of restricted stock units which entitle the holder to one share of Class A common stock upon vesting.

In conjunction with the Angelo Gordon Acquisition, described in Note 3, the Company granted 7.0 million of RSUs (the “Acquisition Service Awards”) to former Angelo Gordon employees to promote retention post closing.

These units generally vest over a term of five years .

There are approximately 1.4 million of Angelo Gordon Service Awards to be granted at a later date.

Further, in the ordinary course of business the Company also grants equity awards that are subject to either service conditions (“Service Awards”), a combination of service and performance conditions (“Performance Condition Awards”) or a combination of service and market conditions (“Market Condition Awards”).

The following table summarizes the outstanding restricted stock unit awards as of December 31, 2023 (in millions, including share data):

Units Outstanding as of

December 31, 2023 Compensation Expense for the Year Ended Unrecognized Compensation Expense as of December 31, 2023

December 31, 2023 December 31, 2022

Restricted Stock Units

IPO Service-Vesting Awards 10.2 9.4 $ 68.9 $ 215.5

IPO Executive Service-Vesting Awards 1.1 1.1 6.3 26.2

IPO Executive Performance Condition Awards 1.1 1.1 5.2 13.0

Ordinary Service-Vesting Awards 0.7 0.7 2.8 16.0

Ordinary Performance-Vesting Awards 0.1 0.1 0.6 3.0

Special Purpose Awards:

IPO Service Awards 9.3 $ 61.0 $ 75.2 $ 158.6

IPO Market Condition Awards 1.1 6.5 5.2 6.5

Acquisition Service Awards 7.0 12.8 — 189.0

Executive Service Awards 2.6 1.9 — 88.9

Executive Market Condition Awards 3.9 2.3 — 79.8

Ordinary Awards:

Service Awards 4.4 44.3 2.8 103.4

Performance Condition Awards 0.1 1.0 0.6 2.0

Total Restricted Stock Units 28.4 $ 129.8 $ 83.8 $ 628.2

Other IPO-Related Awards

Unvested TOG Common Units 2.4 2.2 $ 24.3 $ 40.9

Unvested Class A Common Stock 1.8 1.7 17.1 35.1

Total Other IPO-Related Awards 4.2 3.9 $ 41.4 $ 76.0

Unvested Units at IPO Unvested Units Outstanding as of

December 31, 2022 Compensation Expense for the year ended December 31, 2022 Unrecognized Compensation Expense as of December 31, 2022

TPH and RPH Units

TPH units 66.6 50.3 $ 426.9 $ 1,211.6

RPH units 0.6 0.4 81.7 209.7

Total TPH and RPH Units 67.2 50.7 $ 508.6 $ 1,421.3

Restricted Stock Units

On January 13, 2022, the Omnibus Plan became effective and the Company authorized for issuance 30,694,780 shares of TPG Inc.’s Class A common stock, which, pursuant to the Omnibus Plan’s evergreen provision, such share reserve was increased to 43,492,763 shares of TPG Inc.’s Class A common stock on January 6, 2023.

For the year ended December 31, 2022, the Company recorded equity-based compensation expense o f $ 83.8 million.

IPO and Ordinary Service-Vesting Awards

Under the Omnibus Plan, the Company granted equity awards that are subject to service-based vesting, primarily over a four to six-year period from the date of grant (“Service-Vesting Awards”).

Holders of the Service-Vesting Awards participate in dividends whether the awards are unvested or vested.

For the years ended December 31, 2023 and 2022, the Company recorded total restricted stock unit compensation expense o f $ 129.8 million and $ 83.8 million, respectively.

The expense associated with awards granted to certain non-employees of the Company is recognized in general, administrative and other in our Consolidated Statements of Operations and tota led $ 3.7 million and $ 7.1 million for the years ended December 31, 2023 and 2022, respectively.

For the years ended December 31, 2023 and 2022, the Company had 562,790 and 169,493 restricted stock units vest at a fair value of $ 18.5 million and $ 4.6 million, respectively (excluding vested, but unsettled units).

The restricted stock units were settled by issuing 356,443 shares of TPG Inc.

Class A Common stock, net of withholding tax of $ 6.9 million for the year ended December 31, 2023 (excluding vested, but unsettled units) and by issuing 169,493 shares of TPG Inc.

Class A Common stock for the year ended December 31, 2022.

Notes to Consolidated Financial Statements

The Company awarded 10.2 million of restricted stock units to employees and certain non-employees of the Company in conjunction with the IPO.

Additionally, for the year ended December 31, 2022, the Company issued 0.7 million of ordinary Service-Vesting Awards.

The related expense associated with awards granted to certain non-employees of the Company is recognized in general, administrative and other in our Consolidated Statements of Operations and totaled $ 7.1 million for the year ended December 31, 2022 .

This excludes 2.2 million of restricted stock units granted to certain executives (“Executive Awards”) in conjunction with the IPO.

The fair value is based on the grant date fair value, which considers the public share price of the Company’s Class A common stock.

The following table presents the rollforward of the Company’s unvested Service-Vesting Awards for the year ended December 31, 2022 (awards in millions):

Service-Vesting Awards Weighted-Average Grant Date Fair Value

Service Awards

For the year ended December 31, 2023, the Company issued 7.0 million of Acquisition Service Awards and 13.6 million of Ordinary Service Awards.

The grant date fair value of the Acquisition Awards was the closing public share price of the Company’s Class A common stock on November 1, 2023 of $ 28.18 , and for the Ordinary Service Awards the public share price on their respective grant date.

The following table presents the rollforward of the Company’s unvested Service Awards for the year ended December 31, 2023 (awards in millions):

Service Awards Weighted-Average Grant Date Fair Value

Balance at December 31, 2022 11.2 $ 30.68

Granted 13.6 31.51

Vested, settled ( 0.2 ) 29.50

Vested ( 0.6 ) 29.29

Forfeited ( 0.9 ) 30.11

Balance at December 31, 2023 23.3 $ 30.62

As of December 31, 2022, there was approximately $ 231.5 million of total estimated unrecognized compensation expense related to unvested Service-Vesting Awards, which is expected to be recognized over the weighted average remaining requisite service period of 3.5 years.

Subsequent to December 31, 2022, we gra nted 3.7 million in O rdinary Service-Vesting Awards.

The units will vest in equal tranches over a period of three years .

Ordinary Performance-Vesting Awards

Under the Omnibus Plan, the Company also granted 0.1 million of ordinary equity awards that are subject to both service and performance conditions (“Performance-Vesting Awards”).

As of December 31, 2023, there was approximately $ 539.8 million of total estimated unrecognized compensation expense related to unvested Service Awards, which is expected to be recognized over the weighted average remaining requisite service period of 3.7 years.

In January 2024, the Company issued 2.4 million shares of Class A common stock in connection with the first vesting of both IPO and Ordinary Service Awards.

In January 2024, the Company granted 3.6 million in Ordinary Service Awards and 0.9 million in Acquisition Service Awards.

The units vest in equal tranches over a period of three to five years .

Performance Condition Awards

In 2022 the Company also granted 0.1 million of Ordinary Performance Condition Awards.

The weighted-average grant date fair value per share was $ 26.93 for these awards.

For year ended December 31, 2022, the Company recorded equity-based compensation expense of $ 0.6 million.

Further, as of December 31, 2022, there was approximately $ 3.0 million of total estimated unrecognized compensation expense related to unvested Performance-Vesting Awards, which is expected to be recognized over the weighted average remaining requisite service period of 3.1 years.

IPO Executive Awards

The Company recorded equity-based compensation expense of $ 1.0 million and $ 0.6 million for the years ended December 31, 2023 and 2022, respectively.

Further, as of December 31, 2023, there was approximately $ 2.0 million of total estimated unrecognized compensation expense related to unvested Ordinary Performance Condition Awards, which is expected to be recognized over the weighted average remaining requisite service period of 2.1 years.

Market Condition Awards

Under the Omnibus Plan, the Company also granted 2.2 million of Executive Awards in order to incentivize and retain key members of management and further their alignment with our shareholders in conjunction with the IPO.

The Executive Awards includes awards of (i) 1.1 million restricted stock units subject to service-based vesting over a five-year service period beginning with the second anniversary of the grant date (“Executive Service-Vesting Awards”) and (ii) 1.1 million market and service based restricted stock units (“Executive Performance Condition Awards”).

Each Executive Performance Condition Award is comprised of two parts:

(i) a time-based component requiring a five-year service period (“Type I”) and (ii) a market price component with a target Class A common stock share price at either $ 44.25 within five years or $ 59.00 within eight years (“Type II”).

Dividend equivalents are paid on vested and unvested Executive Service-Vesting Awards when the dividend occurs.

Dividend equivalents accrue for vested and unvested Executive Performance Condition Awards and are paid only when both the applicable service and performance conditions are satisfied.

The fair value of the Executive Service-Vesting Awards, $ 32.5 million, is based on the grant date fair value, which considers the public share price of the Company’s Class A common stock.

The Executive Awards include awards of (i) 1.1 million restricted stock units subject to service-based vesting over a five-year service period beginning with the second anniversary of the grant date (included in IPO Service Awards) and (ii) 1.1 million market and service based restricted stock units (“IPO Market Condition Awards”).

Each IPO Market Condition Award is comprised of two parts:

(i) a time-based component requiring a five-year service period and (ii) a market price component with a target Class A common stock share price at either $ 44.25 within five years or $ 59.00 within eight years.

Dividend equivalents are paid on vested and unvested Executive Service Awards when the dividend occurs.

Dividend equivalents accrue for vested and unvested IPO Market Condition Awards and are paid only when both the applicable service and performance conditions are satisfied.

Compensation expense for Executive Service Awards is recognized on a straight-line basis and for the IPO Market Condition Awards using the accelerated attribution method on a tranche by tranche basis.

Executive Awards

Under the Omnibus Plan, the Company granted a long-term performance incentive award to the Company’s Chief Executive Officer, Jon Winkelried, on November 30, 2023.

The award comprised of 2.6 million Executive Service Awards

Notes to Consolidated Financial Statements

and 3.9 million Executive Market Condition Awards and is intended to incentivize Mr.

Winkelried to drive shareholder value in a manner that is aligned with stockholder interests, reward him for organic and inorganic Company growth, and bring his compensation in-line with peer competitors in order to promote and ensure retention.

The Service Awards vest ratably over a term of five years .

The Market Condition Awards are scheduled to service vest ratably over a period of five years , and are only earned upon achievement of a stock price vesting condition that will be met when the 30-day volume weighted average trading price of a share of Class A common stock meets or exceeds certain stock price hurdles.

25 % of each service vesting tranche of the Market Condition Awards are eligible to be earned and vest following achievement of each of the following Class A common stock prices:

$ 52.50 (“Type I”), $ 58.45 (“Type II”), $ 64.05 (“Type III”) and $ 70.00 (“Type IV”).

These stock price hurdles represent a premium of 150 %, 167 %, 183 % and 200 % of the closing price of a share of Class A common stock on the date of grant.

The first market hurdle must be achieved by January 13, 2029, and the remaining hurdles by January 13, 2030.

If the applicable market hurdles are not achieved by the specified periods, the applicable Market Condition Awards will be forfeited.

Dividend equivalents are paid on vested and unvested Service Awards when the dividend occurs.

Dividend equivalents accrue for vested and unvested Market Condition Awards and are paid only if and when both the applicable service and market conditions are satisfied.

The fair value of the Executive Service Awards is based on the grant date fair value, which considers the public share price of the Company’s Class A common stock.

Compensation expense for those awards is recognized on a straight-line basis.

The grant date fair value of the Executive Performance Condition Awards made during the year ended December 31, 2022 was $ 18.2 million and was based on a Monte-Carlo simulation valuation model.

The grant date fair value of the Executive Market Condition Awards made during the year ended December 31, 2023 was based on a Monte-Carlo simulation valuation model.

Compensation expense for those awards is recognized using the accelerated attribution method on a tranche by tranche basis.

Notes to Consolidated Financial Statements

The following table presents the rollforwards of the Company’s unvested Executive Awards for the year ended December 31, 2022 (awards in millions):

Executive Service-Vesting Awards Grant Date Fair Value Executive Performance Condition Awards Weighted Average Grant Date Fair Value

Balance at December 31, 2021 — $ — — $ —

Granted 1.1 29.50 1.1 16.58

Vested — — — —

Forfeited — — — —

Balance at December 31, 2022 1.1 $ 29.50 1.1 $ 16.58

Below is a summary of the grant date fair value based on the Monte-Carlo simulation valuation model.

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Type II $ 22.24

Significant Assumptions Type I Type II

Type III $ 20.32

Type IV $ 18.37

Significant Assumptions Type I Type II Type III Type IV

TPG Class A common stock share price as of valuation date $ 35.00 $ 35.00 $ 35.00 $ 35.00

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Risk-free rate 4.27 % 4.3 % 4.3 % 4.3 %

Cost of Equity 10.7 % 10.7 %

As of December 31, 2022 , there was approximately $ 26.2 million of total estimated unrecognized compensation expense related to unvested Executive Service-Vesting Awards, which is expected to be recognized over the weighted average remaining requisite service period of 4.0 years.

There was approximately $ 13.0 million of unrecognized compensation expense related to unvested Executive Performance Condition Awards, which is expected to be recognized over the weighted average remaining requisite service period of 2.8 years.

TPH and RPH Awards

We account for the TPH Units and RPH Units as compensation expense in accordance with ASC Topic 718, Compensation – Stock Compensation (“ASC 718”).

The following table presents the roll forwards of the Company’s unvested Market Condition Awards for the year ended December 31, 2023 (awards in millions):

Market Condition Awards Weighted Average Grant Date Fair Value

Balance at December 31, 2022 1.1 $ 16.58

Granted 3.9 21.10

Forfeited — —

Balance at December 31, 2023 5.0 $ 20.10

As of December 31, 2023 , there was approximately $ 86.3 million of total estimated unrecognized compensation expense related to unvested Market Condition Awards, which is expected to be recognized over the weighted average remaining requisite service period of 3.2 years.

Notes to Consolidated Financial Statements

As a result of the Reorganization and the IPO in 2022, the Company’s current partners hold restricted indirect interests in Common Units through TPG Partner Holdings and indirect economic interests through RemainCo.

TPG Partner Holdings and RemainCo are presented as non-controlling interest holders within the Company’s Consolidated Financial Statements.

The interests in TPG Partner Holdings (“TPH Units”) and indirectly in RemainCo (“RPH Units”) are generally subject to service, or, in certain cases, to both service and performance conditions.

Holders of these interests participate in distributions regardless of the vesting status.

Additionally, as a result of the Reorganization, the IPO and the acquisition of the final 33.3 % of NQ Manager in 2022 discussed in Note 3 to the Consolidated Financial Statements, certain TPG partners and NewQuest principals were granted Common Units directly at TPG Operating Group and Class A common stock subject to both service and performance conditions, which are deemed probable of achieving.

In conjunction with the Angelo Gordon Acquisition, as described in Note 3, the Company granted 43.8 million of unvested Common Units to former Angelo Gordon partners (the “Acquisition Common Units”), which are considered compensatory under ASC 718.

The grant fair value of the Acquisition Common Units was based on a $ 28.18 closing price for the Class A Shares on November 1, 2023, applying an applicable discount for lack of marketability.

These units generally vest over a term of five years and participate in distributions at the TPG Operating Group along with all vested equity.

The following table summarizes the outstanding Other Awards as of December 31, 2023 (in millions, including share data):

Unvested Units/Shares Outstanding as of December 31, 2023 Compensation Expense for the Year Ended Unrecognized Compensation Expense as of December 31, 2023

December 31, 2023 December 31, 2022

TPH and RPH Units

TPH units 37.2 $ 363.3 $ 426.9 $ 847.1

RPH units 0.3 73.3 81.7 133.9

Total TPH and RPH Units 37.5 $ 436.6 $ 508.6 $ 981.0

Common Units and Class A Common Stock

Common Units 1.6 $ 17.5 $ 24.3 $ 18.5

Class A Common Stock 1.1 17.6 17.1 17.7

Acquisition Common Units 43.8 37.4 — 1,073.0

Total TOG Units and Class A Common Stock 46.5 $ 72.5 $ 41.4 $ 1,109.2

TPH and RPH Units

The Company accounts for the TPH Units and RPH Units as compensation expense in accordance with ASC Topic 718, Compensation – Stock Compensation (“ASC 718”).

The unvested TPH and RPH Units are recognized as equity-based compensation subject to primarily service vesting conditions and in certain cases performance conditions, which are currently deemed probable of achieving.

The Company recognized compensation expense of $ 508.6 million for the year ended December 31, 2022.

The Company had no such compensation expense for the year ended December 31, 2021.

The Company recognized compensation expense of $ 436.6 million and $ 508.6 million for the years ended December 31, 2023 and 2022, respectively.

There is no additional dilution to our stockholders related to these interests.

Contractually these units are only related to non-controlling interest holders of the TPG Operating Group, and there is no impact to the allocation of income and distributions to TPG Inc.

Therefore, we have allocated these expense amounts to our non-controlling interest holders.

Therefore, the Company has allocated these expense amounts to its non-controlling interest holders.

Notes to Consolidated Financial Statements

The following table presents the rollforwards of the Company’s unvested TPH Units and RPH Units for the period commencing on January 13, 2022 and ending on December 31, 2022 (units in millions):

The following table presents the roll forwards of the Company’s unvested TPH Units and RPH Units for the year ended December 31, 2023 (units in millions):

TPH Units RPH Units

Partnership Units Grant Date Fair Value Partnership Units Grant Date Fair Value

Balance at January 13, 2022 34.0 $ 23.60 0.6 $ 457.10

Granted 34.2 25.06 — —

Balance at December 31, 2022 50.3 $ 24.38 0.4 $ 457.10

Reallocated 0.7 28.41 — —

Vested ( 13.1 ) 24.13 ( 0.1 ) 457.10

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Balance at December 31, 2023 37.2 24.54 0.3 457.10

As of December 31, 2022, there was approximately $ 1,421.3 million of total estimated unrecognized compensation expense related to unvested TPH and RPH Units.

Other IPO-Related Awards

In accordance with ASC 718 the Other IPO-Related Awards are also recognized as equity-based compensation.

The expense for the year ended December 31, 2022 totaled $ 41.4 million.

The Company had no such expense for the year ended December 31, 2021.

TPH Units, which were forfeited by certain holders upon termination, were reallocated to certain existing unit holders in accordance with the applicable governing documents.

The grant date fair value of the reallocated awards was determined based on the fair value of TPG’s common stock at the time of reallocation.

As of December 31, 2023, there was approximately $ 981.0 million of total estimated unrecognized compensation expense related to outstanding unvested awards, of which TPH Units and RPH Units represe nted $ 847.1 million and $ 133.9 million, respectively.

Common Units and Class A Common Stock

In accordance with ASC 718, all Other Awards are also recognized as equity-based compensation.

The expense for totaled $ 72.5 million and $ 41.4 million for the years ended December 31, 2023 and 2022, respectively.

As TPG Operating Group holders would accrete pro-rata or benefit directly upon forfeiture of those awards, this compensation expense was allocated pro-rata to all controlling and non-controlling interest holders of TPG Inc.

The weighted average grant date fair value of the TOG Units was $ 27.29 and of Class A common stock was $ 29.50 .

Total unrecognized compensation expense related to outstanding unvested awards as of December 31, 2022 was $ 76.0 million, of which our TOG Units and Class A common stock represented $ 40.9 million and $ 35.1 million, respectively.

The following table presents the roll forwards of the Company’s unvested TOG Units and Class A Common Stock Awards for the year ended December 31, 2023 (awards in millions):

Common Units Class A Common Stock

Partnership Units Grant Date Fair Value Partnership Units Grant Date Fair Value

Balance at December 31, 2022 2.2 $ 27.29 1.7 $ 29.50

Granted 43.8 25.36 — —

Vested ( 0.6 ) 27.29 ( 0.6 ) 29.50

Forfeited — — — —

Balance at December 31, 2023 45.4 25.43 1.1 29.50

Total unrecognized compensation expense related to outstanding unvested awards as of December 31, 2023 was $ 1,109.2 million, of which the TOG Units and Class A common stock represented $ 1,091.5 million and $ 17.7 million, respectively.

Other Liability-Classified Awards

In conjunction with the Acquisition discussed in Note 3, the Company granted liability-classified Common Unit awards with a grant date fair value of $ 206.6 million to Angelo Gordon partners.

Those awards represent the compensatory portion of the Earnout Payment under ASC 718 and as such, require both continuous service over a period of five years and the satisfaction of the FRR targets during the Measurement Period defined in Note 3.

These liability-classified awards will be settled with a variable number of both vested and unvested Common Units upon the satisfaction of the FRR targets and do not participate in TPG Operating Group distributions before settlement.

The fair value of these awards will be remeasured every reporting period and is based on the satisfaction of the respective FRR targets.

During the year ended December 31, 2023, the Company recognized compensation expense of $ 12.4 million related to its liability-classified awards with a corresponding increase in Other liabilities.

Compensation expense for those

Notes to Consolidated Financial Statements

awards is recognized using the accelerated attribution method on a tranche by tranche basis.

Total unrecognized compensation expense related to these awards as of December 31, 2023 was $ 194.1 million.

Certain employees of the Company receive awards (“TRTX Awards”) from TPG RE Finance Trust, Inc.

(“TRTX”), a publicly traded real estate investment trust, externally managed and advised by TPG RE Finance Trust Management, L.P., a wholly-owned subsidiary of the Company, for services provided to TRTX.

Generally, the TRTX Awards vest over four years for employees and at grant date for directors of TRTX.

The TRTX Awards granted to certain employees of the Company are recorded in other assets and due to affiliates in the Consolidated Statements of Financial Condition.

The grant date fair value of the asset is amortized through compensation and benefits expense on a straight-line basis over the vesting period in the Consolidated Statements of Operations.

Compensation and benefits expense is offset by related management fees earned by the Company from TRTX.

During the year ended December 31, 2023 the Company recognized $ 7.2 million of management fees and compensation and benefits expense.

During the year ended December 31, 2022 the Company recognized le ss than $ 0.01 million of such expense.

Other Compensation Matters

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The Company incurred discretionary bonus expense of $ 220.7 million, $ 205.4 million and $ 340.9 million for the years ended December 31, 2023, 2022 and 2021, respectively.

Certain employees of the Company receive awards from TPG RE Finance Trust, Inc.

Generally, these awards vest over four years for employees and at grant date for directors of TRTX.

The awards granted to certain employees of the Company are recorded in other assets and due to affiliates on the grant date in the Consolidated Statements of Financial Condition.

The grant date fair value of the asset is amortized through compensation and benefits expense on a straight-line basis over the vesting period in the Consolidated Statements of Operations.

Compensation and benefits expense is offset by related management fees earned by the Company from TRTX.

During the year ended December 31, 2022, the Company recognized less than $ 0.01 million of management fees and compensation and benefits expense.

For the year ended December 31, 2021, the Company recognized $ 9.5 million of such expense.

Notes to Consolidated Financial Statements

The Company has two classes of common stock outstanding, Class A common stock and Class B common stock.

The Company has three classes of common stock outstanding, Class A common stock, nonvoting Class A common stock and Class B common stock.

Class A common stock is traded on the Nasdaq Global Select Market.

5 unchanged sentences

Holders of the Class B common stock are not entitled to dividends in respect of their shares of Class B common stock.

As of December 31, 2022, 79,240,058 shares of Class A common stock were outstanding, 229,652,641 shares of Class B common stock were outstanding, and there were no shares of preferred stock outstanding.

Dividends and distributions are reflected in the Consolidated Statements of Stockholders’ Equity when declared by the board of directors.

In connection with the Acquisition described in Note 3, the Company issued 9.2 million Common Units where all Common Units issued are accompanied by an equal number of Class B common stock.

As of December 31, 2023, 72,337,600 shares of Class A common stock and 8,258,901 shares of nonvoting Class A common stock were outstanding, 281,657,626 shares of Class B common stock were outstanding, and there were no shares of preferred stock outstanding.

Dividends and distributions are reflected in the Consolidated Statements of Changes in Equity when declared by the board of directors.

Dividends are made to Class A common stockholders and distributions are made to holders of non-controlling interests in subsidiaries.

The following is a summary of cash dividends declared per share on the Company’s Class A common stock during the year ended December 31, 2022:

The table below presents information regarding the quarterly dividends on the Class A common stock, which were made at the sole discretion of the Board of Directors of the Company.

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

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November 9, 2022 November 21, 2022 December 2, 2022 0.26

On February 15, 2023, the Company’s board of directors declared and approved a cash dividend for the fourth quarter of 2022 of $ 0.50 per share of Class A common stock of record at the close of business on February 27, 2023, payable on March 10, 2023.

February 15, 2023 February 27, 2023 March 10, 2023 0.50

Total 2022 Dividend Year $ 1.59

May 15, 2023 May 25, 2023 June 5, 2023 $ 0.20

August 8, 2023 August 18, 2023 September 1, 2023 0.22

November 7, 2023 November 17, 2023 December 1, 2023 0.48

February 13, 2024 February 23, 2024 March 8, 2024 0.44

Total 2023 Dividend Year (through Q4 2023) $ 1.34

Exchange of Common Units

Pursuant to the exchange agreement entered into at the time of our IPO (the “Exchange Agreement”), on March 30, 2023 a pre-IPO Investor exchanged 1,000,000 Common Units of each TPG Operating Group partnership for 1,000,000 shares of Class A common stock.

This exchange resulted in the issuance of 1,000,000 shares of Class A common stock and the cancellation of 1,000,000 shares of Class B common stock for no additional consideration.

Subsequent Events

Other than the events noted in Note 20 and Note 21 to the Consolidated Financial Statements, there have been no additional events since December 31, 2022 that require recognition or disclosure in the Consolidated Financial Statements.

Other than the events noted in Notes 12, 19 and 20 to the Consolidated Financial Statements, there have been no additional events since December 31, 2023 that require recognition or disclosure in the Consolidated Financial Statements.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosures

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 8. Financial Statements and Supplementary Data