What changed in this filing

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Item 9A. Controls and Procedures

2024-02-23 compared with 2023-02-24 · 71 added, 39 removed, 147 unchanged (43% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) are designed to ensure that information required to be disclosed by us in reports we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the appropriate time periods, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely discussions regarding required disclosure.

Our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) are designed to ensure that information required to be disclosed by us in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the appropriate time periods, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely discussions regarding required disclosure.

In designing and evaluating our disclosure controls and procedures, management recognizes that any disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

12 unchanged sentences

In addition, 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.

We completed our acquisition of Angelo Gordon on November 1, 2023.

Consistent with guidance issued by the SEC that an assessment of a recently acquired business may be omitted from management’s report on internal control over financial reporting in the year of acquisition, management elected to exclude an assessment of the effectiveness of the Company’s internal control over financial reporting related to TPG Angelo Gordon.

Total assets and total revenues of TPG Angelo Gordon that were excluded from management’s assessment constitute 19.2% of the Company’s total assets and 9.8% of total revenues as of and for the year ended December 31, 2023.

Management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023 based on the framework established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this assessment, management has determined that the Company’s internal control over financial reporting as of December 31, 2022 was effective.

Based on this assessment,

management has determined that the Company’s internal control over financial reporting as of December 31, 2023 was effective.

Changes in Internal Control Over Financial Reporting

There has been no change in our internal control over financial reporting during the fiscal quarter ended December 31, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Attestation Report of the Independent Registered Public Accounting Firm

Deloitte & Touche LLP, our independent registered public accounting firm that audited the financial statements included in this Form 10-K, has issued its attestation report on our internal control over financial reporting as of December 31, 2023, which is included herein.

Other Information

(b) Our directors and officers (as defined in Exchange Act Rule 16a-1(f) of the Exchange Act) may from time to time enter into plans or other arrangements for the purchase or sale of our stock that are intended to satisfy the affirmative defense conditions of Rule 10b5–1(c) or may represent a non-Rule 10b5-1 trading arrangement under the Exchange Act.

During the quarter ended December 31, 2023 , Deborah Messemer, our independent director, adopted the following Rule 10b5-1 plan (the “Rule 10b5-1 Plan”):

Name Title Type of Trading Arrangement Security Date of Action Duration of Trading Arrangement Aggregate Number of Securities Covered

Deborah Messemer

Independent Director

Class A common stock

November 17, 2023

February 28, 2024 to July 31, 2024

10,479 shares of Class A common stock

The Rule 10b5-1 Plan reported above was adopted during an authorized trading period and when the plan participant was not in possession of material non-public information.

The Rule 10b5-1 Plan is subject to a number of conditions, including the price at which, and timing of when, sales may occur, and is subject to modification or termination in accordance with applicable law.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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Executive Compensation

Information relating to our executive officer and director compensation and the compensation committee of the board of directors will be in the 2023 Proxy Statement under the caption “Compensation Matters” and is incorporated in this Form 10-K by reference.

Information relating to our executive officer and director compensation and the compensation committee of the board of directors will be in the 2024 Proxy Statement under the caption “Executive Compensation” and is incorporated in this Form 10-K by reference.

Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters

Information relating to securities authorized for issuance under equity compensation plans, security ownership of certain beneficial owners of our common stock and information relating to the security ownership of our management will be in the 2023 Proxy Statement under the captions “Beneficial Ownership” and “Securities Authorized for Issuance under Equity Compensation Plans” and is incorporated in this Form 10-K by reference.

Information relating to securities authorized for issuance under equity compensation plans, security ownership of certain beneficial owners of our common stock and information relating to the security ownership of our management will be in the 2024 Proxy Statement under the caption “Security Ownership of Certain Beneficial Owners and Management” and is incorporated in this Form 10-K by reference.

Certain Relationships and Related Transactions, and Director Independence

Information regarding certain relationships and related transactions and director independence will be in the 2023 Proxy Statement under the captions “Certain Relationships and Related Transactions” and “Director Independence” and is incorporated in this Form 10-K by reference.

Information regarding certain relationships and related transactions and director independence will be in the 2024 Proxy Statement under the captions “Certain Relationships and Related Transactions” and “Controlled Company Status and Director Independence” and is incorporated in this Form 10-K by reference.

Principal Accounting Fees and Services

7 unchanged sentences

Exhibits are included below.

3.1 Am ended and Rest ated Certificate of Incorporation of TPG Inc.

(incorporated by reference to Exhibit 3 .1 to the Company’s C urrent Report on Form 8-K, filed on December 8, 2022 ).

3.2 Bylaws of TPG Inc.

(incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-8 , filed on January 13, 2022).

2.1 Transaction Agreement, dated May 14, 2023, among TPG Inc., TPG Operating Group II, L.P., TPG GP A, LLC, Angelo, Gordon & Co., L.P., AG Funds, L.P., AG Partner Investments, L.P., Alabama Investments (Parallel) Founder A L.P., Alabama Investments (Parallel) Founder G L.P., Alabama Investments (Parallel), LP, AG GP, LLC and Michael Gordon 2011 Revocable Trust (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed on May 15, 2023).

2.2 Amendment No.

1 to the Transaction Agreement, dated October 3, 2023, among TPG Operating Group II, L.P., AG GP, LLC and API Representative, LLC (incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K, filed on November 2, 2023).

2.3 Amendment No.

2 to the Transaction Agreement, dated October 31, 2023, between TPG Operating Group II, L.P.

and AG GP , LLC (incorporated by reference to Exhibit 2.3 to the Company’s Current Report on Form 8-K, filed on November 2, 2023).

3.1 Restated Certificate of Incorporation of TPG Inc.

(incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on November 13, 2023).

3.2 Amended and Restated Bylaws of TPG Inc.

(incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K, filed on June 12, 2023).

4.1* Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.

10.1 Sixth Amended and Restated Limited Partnership Agreement of TPG Operating Group I, L.P., dated as of January 12, 2022, among TPG Holdings I-A, LLC and the limited partners of TPG Operating Group I, L.P.

party thereto (incorporated by reference to Exhibit 10.

1 to the Company ’ s Annual Report on Form 10-K, filed on March 29, 2022) .

10.2 Sixth Amended and Restated Limited Partnership Agreement of TPG Operating Group II, L.P., dated as of January 12, 2022, among TPG Holdings II-A, LLC and the limited partners of TPG Operating Group II, L.P.

party thereto (incorporated by reference to Exhibit 10.2 to the Company ’ s Annual Report on Form 10-K, filed on March 29, 2022) .

10.3 Sixth Amended and Restated Limited Partnership Agreement of TPG Operating Group III, L.P., dated as of January 12, 2022, among TPG Holdings III-A, L.P.

and the limited partners of TPG Operating Group III, L.P.

party thereto (inco rporated by reference to Exhibit 10.3 to the Company ’ s Annual Report on Form 10-K, filed on March 29, 2022) .

Seventh Amended and Restated Limited Partnership Agreement of TPG Operating Group II, L.P., dated as of November 1, 2023, among TPG Holdings II-A, LLC and the limited partners of TPG Operating Group II, L.P .

10.2 Second Amended and Restated Limited Liability Company Agreement of TPG GP A, LLC, dated November 1, 2023, among TPG Partners, LLC and the members of TPG GP A, LLC party thereto (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed on November 2, 2023).

10.3 Omnibus Amendment to TPG Operating Group Limited Partnership Agreements, dated as of March 15, 2023, among the respective general partner of each of TPG Operating Group I, L.P., TPG Operating Group II, L.P.

and TPG Operating Group III, L.P.

(incorporated by reference to Exhibit 10.2 to Company’s Quarterly Report on Form 10-Q, filed on May 15, 2023).

10.4 Indenture, dated as of May 9, 2018 and Amended as of October 1, 2019 between TPG Holdings I FinanceCo, L.P., TPG Holdings II FinanceCo, L.P., TPG Holdings III FinanceCo, L.P.

Bank National Association, as trustee (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1, filed on December 16, 2021).

10.5 Fifth Amended and Restated Credit Agreement, dated as of July 15, 2022, among TPG Operating Group II, L.P., acting through its general partner, TPG Holdings II-A, LLC, the co-borrowers party thereto, the subsidiary borrowers from time to time party thereto, the lenders from time to time party thereto and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on July 18, 2022).

10.6 First Amendment Agreement to the Fifth Amended and Restated Credit Agreement, dated as of August 23, 2022, among TPG Operating Group II, L.P., the co-borrowers party thereto, the subsidiary borrowers from time to time party thereto, the lenders from time to time party thereto and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q, filed on November 9, 2022).

10.7 Amended and Restated Credit Agreement, dated as of July 15, 2022, among TPG Operating Group II, L.P., as borrower, TPG Operating Group I, L.P., TPG Holdings II Sub, L.P., TPG Operating Group III, L.P.

as guarantors, the lenders party thereto and Wells Fargo Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on July 18, 2022).

10.5 Sixth Amended and Restated Credit Agreement, dated as of September 26, 2023, among TPG Operating Group II, L.P., acting through its general partner, TPG Holdings II-A, LLC, the co-borrowers party thereto, the subsidiary borrowers from time to time party thereto, the lenders from time to time party thereto and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on September 27, 2023).

10.6 Second Amended and Restated Credit Agreement, dated as of September 26, 2023, among TPG Operating Group II, L.P.

as borrower, TPG Operating Group I, L.P., TPG Holdings II Sub, L.P., TPG Operating Group III, L.P., as guarantors, the lenders party thereto and Wells Fargo Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on September 27, 2023).

10.7 Reorganization Agreement, dated as of December 31, 2021, among TPG Holdings I, L.P., TPG Holdings II, L.P., TPG Holdings III, L.P., TPG Group Advisors (Cayman), Inc., TPG Group Advisors (Cayman), LLC, TPG Partner Holdings Advisors, Inc., TPG Group Holdings (SBS) Advisors, Inc., TPG Group Holdings (SBS) Advisors, LLC, David Bonderman, James G.

Coulter, Jon Winkelried and TPG GP A, LLC (incorporated by reference to Exhibit 10.7 to the Company’s Annual Report on Form 10-K, filed on March 29, 2022).

10.9 Tax Receivable Agreement, dated as of January 12, 2022, among TPG Inc., TPG OpCo Holdings, L.P., TPG Operating Group I, L.P., TPG Operating Group II, L.P., TPG Operating Group III, L.P.

and each of the other persons party thereto (incorporated by reference to Exhibit 10.8 to the Company ’ s Annual Report on Form 10-K, filed on March 29, 2022) .

10.10 Exchange Agreement, dated as of January 12, 2022, among TPG Inc., TPG OpCo Holdings, L.P., TPG Operating Group I, L.P., TPG Operating Group II, L.P., TPG Operating Group III, L.P.

and each of the other persons party thereto (incorporated by reference to Exhibit 10.9 to the Company ’ s Annual Report on Form 10-K, filed on March 29, 2022) .

10.11 Investor Rights Agreement, dated as of January 12, 2022, among TPG Inc., TPG Operating Group I, L.P., TPG Operating Group II, L.P., TPG Operating Group III, L.P., TPG Group Holdings (SBS), L.P., TPG New Holdings, LLC, TPG Partner Holdings, L.P.

and each of the other persons party thereto (incorporated by reference to Exhibit 10.10 to the Company ’ s Annual Report on Form 10-K, filed on March 29, 2022) .

10.8 Amended and Restated Tax Receivable Agreement, dated November 1, 2023, among TPG Inc., TPG OpCo Holdings, L.P., TPG Operating Group II, L.P., TPG GP A, LLC, Alabama Investments (Parallel), LP, Alabama Investments (Parallel) Founder A, LP, Alabama Investments (Parallel) Founder G, LP and API Representative, LLC.

(incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on November 2, 2023).

10.9 Amended and Restated Exchange Agreement, dated November 1, 2023, among TPG Inc., TPG Operating Group I, L.P., TPG Operating Group II, L.P., TPG Operating Group III, L.P., TPG OpCo Holdings, L.P., Alabama Investments (Parallel) LP, Alabama Investments (Parallel) Founder A, LP, Alabama Investments (Parallel) Founder G, LP and API Representative, LLC.(incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on November 2, 2023).

10.10 Amended and Restated Investor Rights Agreement, dated November 1, 2023, among TPG Inc., TPG GP A, LLC, Alabama Investments (Parallel) LP, Alabama Investments (Parallel) Founder A, LP, Alabama Investments (Parallel) Founder G, LP and API Representative, LLC.

(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on November 2, 2023).

10.11 Administrative Services Agreement, dated as of December 31, 2021, between TPG Global, LLC and Tarrant Remain Co GP, LLC (incorporated by reference to Exhibit 10.11 to the Company’s Annual Report on Form 10-K, filed on March 29, 2022).

7 unchanged sentences

Employment Agreement, dated as of December 15, 2021, among TPG Global, LLC, TPG Holdings, L.P., TPG Partner Holdings, L.P., TPG Group Advisors (Cayman), Inc., TPG Partners, LLC and James G.

Coulter (incorporated by reference to Exhibit 10.16 to the Company ’ s Annual Re port on Form 10-K , filed on March 29, 2022) .

Coulter (incorporated by reference to Exhibit 10.16 to the Company’s Annual Report on Form 10-K, filed on March 29, 2022).

Letter Agreement, dated as of December 15, 2021, among TPG Global, LLC, TPG Holdings, L.P., TPG Partner Holdings, L.P., TPG Group Advisors (Cayman), Inc., TPG Partners, LLC and David Bonderman (incorporated by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K, filed on March 29, 2022).

3 unchanged sentences

Davis (incorporated by reference to Exhibit 10.19 to the Company’s Registration Statement on Form S-1, filed on December 16, 2021).

10.21† Form of U.S.

Offer Letter for TPG Inc.

(incorporated by reference to Exhibit 10.20 to the Company’s Registration Statement on Form S-1, filed on December 16, 2021).

10.22† TPG Inc.

Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8, filed on January 13, 2022).

Form of Restricted Stock Unit Grant Agreement under the TPG Inc.

Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 10.22 to the Company ’ s Annual Report on Form 10-K, filed on March 29, 2022) .

Omnibus Equity Incentive Plan.

Form of Restricted Stock Unit Grant Agreement (Directors) under the TPG Inc.

1 unchanged sentence

Form of Performance Restricted Stock Unit Grant Agreement under the TPG Inc.

Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 10.24 to the Company ’ s Annual Report on Form 10-K, filed on March 29, 2022) .

Omnibus Equity Incentive Plan.

Restricted Stock Unit Grant Agreement, dated as of November 30, 2023, between TPG Inc.

and Jon Winkelried, under the TPG Inc.

Omnibus Equity Incentive Plan, and Performance Restricted Stock Unit Grant Agreement, dated as of November 30, 2023, between TPG Inc.

and Jon Winkelried, under the TPG Inc.

Omnibus Equity Incentive Plan.

Form of Platform Level Program Award Agreements.

Form of Platform Level Program Award Agreements for TPG Angelo Gordon

Partner Acknowledgment and Joinder Agreement, dated as of May 14, 2023, among Josh Baumgarten, TPG Operating Group II, L.P., AG Partner Investments, L.P., Alabama Investments (Parallel), LP, AG GP, LLC and Angelo, Gordon & Co., L.P.

Form of TPG Partner Holdings Interest Schedule (Individual) (incorporated by reference to Exhibit 10.25 to the Company’s Registration Statement on Form S-1, filed on December 16, 2021).

1 unchanged sentence

(incorporated by reference to Exhibit 10.26 to the Company’s Registration Statement on Form S-1, filed on December 16, 2021).

10.28 Amended and Restated Limited Liability Company Agreement of TPG GP A, LLC, dated as of January 12, 2022, among TPG Partners, LLC and the members of TPG GP A, LLC party thereto (incorporated by reference to Exhibit 10.27 to the Company ’ s Annual Report on Form 1 0-K, filed on March 29, 2022) .

10.31 Founder Exchange Agreement, dated as of January 12, 2022, among David Bonderman, James G.

4 unchanged sentences

Independent Director Compensation Policy.

14.1* TPG Inc.

Code of Conduct and Ethics.

(incorporated by reference to Exhibit 10.31 to the Company’s Annual Report on Form 10-K, filed on February 24, 2023).

21.1* List of subsidiaries.

2 unchanged sentences

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

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

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

Section 1350.

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

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

Section 1350.

97.1*† TPG Inc.

Dodd-Frank Clawback Policy.

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

37 unchanged sentences

February 23, 2024

/s/ Anilu Vasquez-Ubarri

/s/ Anilu Vazquez-Ubarri

Anilu Vazquez-Ubarri

February 23, 2024

/s/ Josh Baumgarten

Josh Baumgarten

Director February 23, 2024

/s/ Maya Chorengel

6 unchanged sentences

February 23, 2024

/s/ Nehal Raj

February 23, 2024

/s/ Jeffrey Rhodes

Jeffrey Rhodes

February 23, 2024

/s/ Ganen Sarvanathan

Ganen Sarvananthan

Ganen Sarvanathan

February 23, 2024

11 unchanged sentences

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 9A. Controls and Procedures