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Item 1. Business

2025-02-18 compared with 2024-02-23 · 145 added, 211 removed, 334 unchanged (52% of the section changed)

TPG is a leading global alternative asset manager with $245.9 billion in assets under management (“AUM”) as of December 31, 2024.

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

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

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

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

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

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

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

We believe our distinctive business approach and diversified array of innovative investment platforms position us well to continue generating highly profitable, sustainable growth.

We offer a broad range of investment strategies across the alternative asset management landscape, primarily in private equity, credit and real estate, and have constructed a high-quality base of assets under management within attractive sub-segments of these asset classes.

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

From 2020 to December 31, 2024, our assets under management have grown 173.2% from $90.0 billion to $245.9 billion, which includes the impact of our highly strategic acquisition of Angelo Gordon, a scaled alternative investment firm focused on credit and real estate investing, on November 1, 2023.

The following table presents AUM over the last five years:

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($ in Billions)

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

Our differentiated operating model unites our investment products and global footprint around a cohesive commercial framework.

Our team-oriented culture fosters collaboration and alignment, supports our shared investment themes approach to sourcing and executing deals and leads to attractive returns for our investors.

As of December 31, 2024, we employed more than 1,900 people, comprised of approximately 670 investment and operations professionals, in offices across 16 countries, providing us with a substantial global footprint and network.

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

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

Through multiple decades of experience, we have developed an ecosystem of insight, engagement and collaboration across our platforms and products, which currently include approximately 350 active portfolio companies, more than 300 real estate properties and over 5,000 credit positions, across more than 30 countries.

Our firm consists of six multi-strategy investment platforms:

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

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

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

Each of our six investment platforms is comprised of a number of products that are complementary to each other and provide our clients with differentiated avenues for capital deployment.

Most of our products have raised multiple generations of funds, which we believe highlights the value these products provide to our clients.

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

Our Capital platform funds are organized in four primary products:

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

We pursue opportunities across geographies and specialize in sectors where we have developed deep thematic expertise over time.

Our Capital platform funds are organized in three primary products:

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

The following table presents certain data about our Capital platform as of December 31, 2024 (dollars in billions):

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$ 74 $ 37 10 $ 14 178

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

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

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

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

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

TPG Capital is our North America and Europe-focused private equity investing business, with $43.5 billion in assets under management as of December 31, 2024.

TPG Capital employs a sector-driven, highly thematic approach to sourcing and primarily seeks to invest in traditional buyouts, transformational deals such as corporate carve-outs and large-scale growth equity transactions.

We invest in market leaders with fundamentally strong business models that are expected to benefit from long-term secular growth trends.

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

TPG was one of the first alternative asset management firms to establish a dedicated Asia franchise and began investing in the region in 1994.

Currently, TPG Asia focuses on pursuing investments in the Asia-Pacific region, including Australia, India, Korea and Southeast Asia, with $21.4 billion in assets under management as of December 31, 2024.

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

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

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

Continuation Vehicles

Periodically, across our platforms, we identify portfolio companies in which certain of our limited partners would like to remain invested but which we own in a fund nearing the end of its life.

In these situations, we have utilized single-asset continuation vehicles (“CVs”) managed by TPG that allow the limited partners who choose to do so to remain invested in a portfolio company beyond the life of the TPG fund that initially invested in the company.

CVs are attractive for both our limited partners, who retain ongoing exposure to strong assets, and for TPG, as these vehicles extend the duration of our capital.

CVs provide opportunities for TPG to continue creating value for our investors and earning management and performance fees.

TPG Growth is our dedicated growth equity and middle market investing vehicle.

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

TPG Growth is our dedicated growth equity and middle market investing platform.

It provides us with a flexible mandate to invest in companies across our core sectors that are earlier in their life cycle, are smaller in size and/or have different profiles than would be considered for our Capital platform.

Our Growth funds are organized in four primary products:

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$ 28 $ 12 9 $ 5 72

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

TPG Growth is our dedicated growth equity and middle market investing product, with $18.1 billion in assets under management as of December 31, 2024.

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

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TPG Tech Adjacencies, or “TTAD”, with $7.1 billion in assets under management as of December 31, 2024, is a product we developed organically to pursue minority and/or structured investments in internet, software, digital media and other technology sectors.

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

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

TPG Digital Media

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

TPG Digital Media, or “TDM”, is a flexible source of capital focused on pursuing control equity investments in digital media.

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

TPG Life Sciences Innovation

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

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

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

TPG Life Sciences Innovation, or “LSI”, was launched in 2023 and seeks to invest in the life sciences sector in novel therapeutics as well as digital health, medical devices, diagnostics and tech-enabled services.

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

Our multi-fund Impact platform, which we believe is among the largest in the industry, pursues competitive, non-concessionary financial returns while also providing measurable societal benefits at scale, harnessing the diverse skills of a differentiated group of value-add stakeholders including:

• Y Analytics:

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

• The TPG Rise Global Advisory Board:

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

A group of experienced investors and global thought leaders with a deep personal and professional commitment to driving social and environmental change consistent with achieving non-concessionary financial returns.

• The TPG Rise Climate Coalition:

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

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

A partnership between TPG and 30 leading global corporations that are investors in TPG Rise Climate, to accelerate the sharing of knowledge, best practices and investment opportunities arising from the energy transition among the group and more broadly across the TPG Impact platform.

Based on our investment strategy and performance track record, we have demonstrated that our impact investments can deliver profit and positive impact in tandem.

Our Impact funds are organized in four primary products:

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

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

The following table presents certain data about our Impact platform as of December 31, 2024 (dollars in billions):

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The Rise Funds

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

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

The Rise Funds are our dedicated vehicles for investing globally in companies that generate a demonstrable and significant positive societal impact alongside business performance and strong returns, with $9.4 billion in assets under management as of December 31, 2024.

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

TPG Rise Climate

TPG Rise Climate is our dedicated climate impact investing product.

TPG Rise Climate has raised $7.3 billion in total commitments, and is innovative in matching significant capital from traditional limited partners with over $2.6 billion in commitments from 28 leading global corporations.

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

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

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

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

TPG NEXT is designed to support the next generation of diverse alternative asset managers.

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

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

Launched in 2021, TPG Rise Climate (“Rise Climate”) is our dedicated climate private equity impact investing product, which has raised $13.4 billion in total commitments.

TPG Rise Climate applies TPG’s private equity capabilities to pursue climate-related investments in thematic areas including clean electrons, clean molecules and materials, and negative emissions, all without sacrificing our focus on financial returns.

TPG Rise Climate has a global focus and invests opportunistically across buyouts and carve-outs and growth equity transactions.

TPG Rise Climate Transition Infrastructure

TPG Rise Climate Transition Infrastructure (“Rise Climate TI”) is our newly formed product focused on investing in infrastructure businesses and assets that we believe have or will have positive climate impact.

TPG Rise Climate Transition Infrastructure pursues a value-add infrastructure investment strategy, seeking to capture opportunities between core infrastructure and private equity within the energy transition, green mobility, negative emissions and sustainable fuels sectors.

TPG NEXT provides strategic minority capital and custom operational support to help emerging managers establish, build and scale their firms.

TPG announced the launch of the inaugural TPG NEXT fund in 2022 to use the power of TPG’s platform—including its capital, network and 30-plus year track record of business building—to accelerate the growth and de-risk the success of the next generation of alternative investment managers.

Firms that partner with TPG NEXT gain access to TPG’s network, operational and investment capabilities, and ecosystem to support strategic business building and expansion.

TPG Angelo Gordon

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

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

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

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

The following table presents certain data about our TPG AG Credit as of December 31, 2024 (dollars in billions):

AUM Fee-earning AUM Active Funds Available Capital Investment Professionals

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TPG AG Credit Solutions

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

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

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

TPG AG Credit Solutions, with $17.4 billion in assets under management as of December 31, 2024, invests in stressed, distressed and special situation corporate credit opportunities, primarily in North America and Europe, and can dynamically pivot between the public and private markets.

TPG AG Credit Solutions employs what we believe to be a differentiated, solutions-based approach that is capable of being executed in any market environment.

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

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

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

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

TPG AG Structured Credit & Specialty Finance

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

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

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

mortgage market.

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

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

MITT) (“MITT”), which is an externally-managed, publicly traded residential mortgage real estate investment trust.

As of December 31, 2024, TPG AG Structured Credit & Specialty Finance had $19.0 billion in assets under management.

TPG AG Middle Market Direct Lending

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

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

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

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

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

TPG AG issues U.S.

CLOs investing predominantly in U.S.

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

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

TPG AG Middle Market Direct Lending (“MMDL”) and TPG Twin Brook Capital Partners focus on sourcing, underwriting and actively managing a diversified portfolio of lower middle market, senior secured loans, including revolvers and first lien debt, and seek to deliver stable and attractive returns while minimizing volatility and protecting the downside.

As a direct lender to private equity backed lower middle market companies primarily with $25 million of EBITDA or less, the product focuses on sourcing differentiated opportunities from our long-standing and diverse set of sponsor relationships.

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

As of December 31, 2024, TPG AG Middle Market Direct Lending had $26.0 billion in assets under management.

TPG AG CLOs, with $7.6 billion in assets under management as of December 31, 2024 invests predominantly in non-investment grade senior secured bank loans.

TPG AG CLO investment team comprises of members in both New York and London.

CLOs invest in U.S.

dollar-denominated broadly syndicated loans, and the European CLOs invest in Euro-denominated loans and secured bonds.

Our global platform allows us to provide our investors with diversification across industries and geographies as we construct well diversified, liquid portfolios that are actively traded.

In addition to CLOs, the platform also manages bespoke performing credit vehicles and commingled closed end CLO funds.

TPG AG Multi-Strategy

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

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

TPG AG Multi-Strategy, with $2.3 billion in assets under management as of December 31, 2024, invests across the breadth of TPG AG Credit, with a geographic focus in the United States and Western Europe.

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

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

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

residential, consumer and asset-based loans and securities;

hybrid instruments;

and derivative securities, including currency and interest rate hedges.

TPG AG Multi-Strategy funds invest in, among other products, corporate loans and bonds, residential, consumer and asset-based loans and securities, hybrid instruments and derivative securities, including currency and interest rate hedges.

TPG AG Real Estate

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

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

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

We believe TPG AG Real Estate’s extensive and proprietary network of operating partners across each of the regions where we operate positions us to effectively identify inefficiencies and source opportunities on an off-market basis.

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

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

The following table presents certain data about our TPG AG Real Estate as of December 31, 2024 (dollars in billions):

AUM Fee-earning AUM Active Funds Available Capital Investment Professionals

$ 19 $ 14 30 $ 7 82

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

Real Estate, with $6.1 billion in assets under management as of December 31, 2024, manages assets across various product sectors and has been active in many of the major U.S.

real estate markets.

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

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

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

TPG AG Asia Real Estate

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

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

TPG AG Asia Real Estate, with $5.5 billion in assets under management as of December 31, 2024, manages assets across Asia, with investments primarily in Japan, South Korea, Hong Kong, China and Singapore.

TPG AG Asia Real Estate focuses on capitalizing on opportunistic investments primarily created through situations such as a lack of real estate expertise, illiquidity or distress.

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

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

TPG AG Europe Real Estate

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

TPG AG Europe Real Estate, with $5.0 billion in assets under management as of December 31, 2024, manages assets across Europe, with investments primarily located in major cities in Western Europe and the United Kingdom.

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

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

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

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

TPG AG Net Lease

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

TPG AG Net Lease, with $2.1 billion in assets under management as of December 31, 2024, focuses on single tenant commercial real estate, generally leased to non-investment grade tenants, largely acquired in simultaneous sale-leaseback transactions.

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

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

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

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

We invest in real estate through four primary products:

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

and (4) TPG Real Estate Credit Opportunities.

We established our TPG real estate investing practice in 2009 to pursue real estate investments systematically and at significant scale.

We invest in real estate through three primary products:

(1) TPG Real Estate Partners, (2) TPG Real Estate Thematic Advantage Core-Plus and (3) Real Estate Credit.

The following table presents certain data about our Real Estate platform as of December 31, 2024 (dollars in billions):

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TPG Real Estate Partners

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

TPG Real Estate Partners (“TREP”), with $11.1 billion in assets under management as of December 31, 2024, focuses on acquiring and building platforms, which we believe creates more efficient operating structures and ultimately results in scaled investments that may trade at premium entity-level pricing in excess of the net asset value of individual properties.

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

TPG Real Estate Thematic Advantage Core-Plus

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

TPG Real Estate Thematic Advantage Core-Plus (“TAC+”), with $1.8 billion in assets under management as of December 31, 2024, is an extension of our opportunistic real estate investment program.

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

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

Real Estate Credit

TPG RE Finance Trust, Inc.

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TPG Real Estate Credit Opportunities

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

TPG Real Estate Credit Opportunities (“TRECO”), which was established in 2023, is our opportunistic, real estate credit strategy targeting risk-adjusted returns through investments primarily in real estate-related high-yield senior and subordinate loans and securities.

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

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

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

Market Solutions

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$ 8 $ 5 8 $ 2 48

GP-led Secondaries

Our private markets solutions business provides single asset solutions to private asset owners, typically through continuation vehicles, funds or underlying third-party investment managers who will continue to control such assets in which the funds invest.

Our private markets solutions business is organized into two businesses:

(1) NewQuest and (2) TPG GP Solutions (“TGS”).

NewQuest Capital Partners

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

With $3.2 billion in assets under management as of December 31, 2024, NewQuest is principally focused on complex secondary transactions.

TPG GP Solutions

Established in 2021, TGS was created to invest in high-quality, stable private equity assets, which are principally based in North America and Europe, in partnership with third-party general partners.

With $1.9 billion in assets under management as of December 31, 2024, TGS brings a primary private equity approach to the general partner-led secondaries market that leverages the TGS team’s deep investing experience and the insights and expertise of the broader TPG ecosystem.

Public Market Investing

TPG Public Equities

TPEP seeks to generate superior risk-adjusted returns through deep, fundamental private equity-style research in the public markets.

TPG Public Equities (“TPEP”) seeks to generate superior risk-adjusted returns through deep, fundamental private equity-style research in the public markets.

TPEP is not siloed from our private investment businesses from an information perspective, which allows TPEP to collaborate with sector-focused teams across the rest of our firm and leverage TPG’s full intellectual capital and resources.

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

TPEP manages a $1.4 billion long / short fund and a $1.0 billion long-only fund as of December 31, 2024, both of which are managed with broad, opportunistic mandates.

Capital Markets

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

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

During the years ended December 31, 2024 and 2023, our capital markets business drove $203.3 million and $113.1 million in transaction revenue, respectively.

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

Private Markets Solutions

Our private markets solutions business is focused on pursuing investments in high-quality, stable private equity assets, alongside third-party sponsors, typically through continuation vehicles, funds or underlying third-party investment managers who will continue to control such assets in which the funds invest.

Our private markets solutions business is organized into two businesses:

(1) NewQuest and (2) TPG GP Solutions (“TGS”).

NewQuest Capital Partners

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

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

TPG GP Solutions

Established in 2021, TGS was created to invest in high-quality private equity assets, which are principally based in North America and Europe, in partnership with third-party general partners.

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

Organizational Structure

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Certain entities depicted below may be held through intervening entities not shown in the diagram.

(1) GP LLC (as defined herein) is owned by entities owned by Messrs.

Bonderman, Coulter and Winkelried.

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

(1) GP LLC (as defined herein) owns the entities that serves as the general partners of the entities that hold 100% of the shares of Class B common stock outstanding.

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

Environmental, Social and Governance (“ESG”)

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

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

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

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

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

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

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

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

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

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

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

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

Portfolio Board Diversity:

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

Employee Ownership:

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

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

Climate Change Action:

We have long recognized the importance of considering the opportunities and financially material risks posed by climate change.

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

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

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

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

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

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

We also provide support to investment professionals and certain portfolio companies regarding climate resilience and decarbonization aligned with their business strategies – either through direct advisory support or through reference to our external network of advisors and consultants.

Creating Innovative Platforms:

A key reflection of our commitment to environmental and social impact has been our creation of leading platforms for pursuing investments in companies that deliver a positive impact in addition to financial returns.

These have included:

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

TPG Rise Climate, which launched in 2021;

Evercare, which has been part of TPG since 2019;

and TPG NEXT, which made its first balance sheet investments in 2019 and launched in 2023.

This work plays an important role in seeking to bring scaling capital to environmentally and socially beneficial solutions beyond the venture stage.

See “—Platforms—Platform:

Impact” for further discussion of these platforms.

Responsible Investing at TPG

When financially material, we seek to integrate environmental, social and governance (“ESG”) factors into our investment process and operating philosophy to aid in business and financial risk mitigation and value creation.

Ultimately, our investment professionals determine what they believe to be material, and ESG considerations are never independent factors in our investment decisions;

rather, such factors are considered in the context of what we believe will advance the value of an investment during the relevant holding period.

Y Analytics, TPG’s dedicated in-house capability for assessing such factors, works collaboratively with our investment professionals to support TPG, our funds and our portfolio companies by evaluating and advising on ESG-related risk management and value creation opportunities.

Our goal is to identify and evaluate financially material, investment-specific sustainability risks and performance factors to be considered in the investment decision-making and monitoring processes to ultimately help drive long-term value for our investors and shareholders in accordance with our fiduciary duties.

The approach is customized to particular strategies and investment opportunities, as risks that are relevant or material to one strategy or investment may not be for another.

In addition, the extent to which financially material ESG considerations are taken into account will differ and in some cases may be limited due to, among other factors, the nature of the investments made, access to information and the ability to influence ESG outcomes at investee companies.

We do not apply categorical industry or other investment restrictions across our strategies, nor do we apply universal ESG targets or mandates across our investments or portfolio companies.

Human Capital Resources

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

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

As of December 31, 2024, we have over 1,900 full-time employees, comprised of approximately 670 investment and operations professionals, over 1,000 non-investment and fundraising professionals, and more than 230 support staff, located in offices across Asia-Pacific, Europe, the Middle East, and North America.

Talent Development and Retention

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

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

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

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We have instituted various “learning initiatives” as a part of our commitment to invest in the development of our employees.

These learning initiatives focus on a variety of areas, including culture, diversity, equity and inclusion (“DEI”), functional and technical knowledge, leadership and management and professional growth.

These learning initiatives focus on a variety of areas, including culture, functional and technical knowledge, inclusivity, leadership and management, and professional growth.

We have tailored learning initiatives for our new employees to facilitate their integration into the firm.

In addition to our learning initiatives, we provide our employees access to e-learning resources that have been curated based on our analysis of performance review data.

These curated learning paths align with our internal performance management competencies, including risk management, DEI and specific functional knowledge.

In furtherance of our goal of developing an inclusive workforce, over the past few years we have held firmwide training on unconscious bias, allyship, harassment awareness and prevention.

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

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

These curated learning paths align with our internal performance management competencies.

In furtherance of our goal of developing an inclusive workforce, over the past few years we have held firmwide training on various topics that support our culture of integrity and collaboration.

All employees have access to the online trainings throughout the year.

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

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In order to develop strong managers, we have equipped them with new resources, virtual and classroom trainings and communication mechanisms to help guide feedback and professional growth conversations.

Advancing Diversity, Equity and Inclusion

We believe that the quality of our investments and our ability to build great companies depend on the originality of our insights.

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

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

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

Investing in Diverse-led Investment Managers:

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

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

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

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

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

Investing in Our People:

In addition to the work of our DEI Council, we strive to ensure that our DEI strategy is embedded in the key pillars of our firm’s talent strategy, including recruiting, employee retention and employee development.

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

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

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

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

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

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

We seek to ensure that their careers are proactively managed and that they are developed for future opportunities.

For our annual performance processes over the last four years, 53% of our promotes below partner level, in addition to 33% of our partner promotes, have been racially or ethnically diverse, gender diverse or identify as LGBTQ+.

TPG supports the importance of racial and social equality.

We have released public statements regarding racial and social equality and women’s and LGBTQ+ rights, and have made financial contributions to and partnered with various non-profits focused on diversity, equity and inclusion.

We also joined organizations that support women and racial diversity, including those that support board and executive leadership diversity.

For more information on our portfolio board diversity initiative, see “—Environmental, Social and Governance Action” above.

Diversity and Inclusion

We believe that the quality of our investments and our ability to build great companies—including our own—depend on the originality of our insights, which is supported by having a diverse and inclusive workforce, representing a wide range of backgrounds and perspectives.

We strive to ensure that diversity of all kinds is embedded in the key pillars of our firm’s talent strategy, including recruiting, employee retention and employee development.

From a recruiting perspective, we have enhanced our collaborations with key external organizations to diversify our sourcing and networks as we seek to hire and retain the most qualified and outstanding candidates from a wide variety of backgrounds.

We have six affinity groups that help us cultivate and retain a diverse and inclusive workforce.

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

We seek to ensure that all employee careers are proactively managed and that they are developed for future opportunities.

Additionally, TPG NEXT provides strategic minority capital and custom operational support to help emerging managers establish, build and scale their firms.

TPG NEXT uses the power of TPG’s platform to accelerate the growth and de-risk the success of the next generation of alternative investment managers.

Health and Wellness

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

We offer employee well-being programs designed to meet the needs of our diverse employee population, including access to mental health support through our medical plan, access to online meditation platforms and learning resources that teach methods to mitigate burn out, focus on self-care and increase productivity.

We offer employee well-being programs designed to meet the diverse needs of our employee population, including access to mental health support through our medical plan, access to online meditation platforms and learning resources that teach methods to mitigate burn out, focus on self-care and increase productivity.

Compensation and Benefits

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Corporate Social Responsibility

We strive to invest in our local communities and engaging our people and other stakeholders in making a meaningful impact, whether through charitable donations or volunteer time.

We strive to invest in our local communities and engage our people and other stakeholders in making a meaningful impact, whether through charitable donations or volunteer time.

The firm hosts a wide range of volunteering opportunities, including serving meals at local shelters, mentoring local students, and building and coordinating delivery of care packages to U.S.

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

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

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

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

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

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

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

Investment Process

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

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

For our private equity investments, the due diligence effort also typically includes on-site visits, interviews and meetings with management, research, evaluation and analyses related to the

potential investment’s industry, markets, products and services, and competitive positioning, and background checks of the management team.

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

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Structure and Management of Investment Vehicles

We manage most of our funds and other similar private vehicles primarily by organizing a limited partnership or other limited liability entity to serve as the general partner of a limited partnership (a fund) organized by us to accept investors’ commitments.

We manage most of our funds primarily by organizing a limited partnership or other limited liability entity to serve as the general partner of a limited partnership (a fund) organized by us to accept investors’ commitments.

Investors in our funds generally make commitments to provide capital at the outset of a fund and deliver capital when called by us as investment opportunities become available.

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

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

We and our affiliates can also make commitments to our funds that generally are less than 5% of the fund’s total limited partner capital commitments.

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

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

There are non-U.S.

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

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

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

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

In addition, under certain current SEC interpretations, Section 7(d) of the Investment Company Act exempts from registration any non-U.S.

In addition, under certain current Securities and Exchange Commission (“SEC”) interpretations, Section 7(d) of the Investment Company Act exempts from registration any non-U.S.

investment fund all of whose outstanding securities are beneficially owned either by non-U.S.

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

Depending on the base on which management fees are calculated, negative performance of one or more investments in a fund may reduce the total management fee paid for the relevant period, but not the fee rate.

Depending on the base on

which management fees are calculated, negative performance of one or more investments in a fund may reduce the total management fee paid for the relevant period, but not the fee rate.

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

Management fees may also be offset by the investment advisers’ receipt of transaction, monitoring or other fees, as described in more detail under “Transaction, Monitoring and Other Fees” below.

Management fees received are generally not subject to clawback.

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

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

These funds generally permit investors to withdraw or redeem their interests periodically, in some cases following the expiration of a specified period of time when capital may not be withdrawn.

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

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

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

Transaction, Monitoring and Other Fees

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Performance allocations have historically accounted for a significant portion of the income we realize from our fund general partnership interests.

Performance allocations are generally calculated on a realized basis, and each general partner (or affiliate) is typically entitled to an allocation of 20% of the net realized profits (also taking into account, among other things, unrealized losses) generated by such fund.

Performance allocations are generally calculated on a realized basis, and each general partner (or affiliate) is typically entitled to an allocation of up to 20% of the net realized profits (also taking into account, among other things, unrealized losses) generated by such fund.

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

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Our general partner capital commitments are funded with cash and not with performance allocations or deferral of management fees.

In addition, certain qualified professionals are required and/or permitted, subject to certain restrictions, to invest in or alongside the funds we sponsor and manage.

In addition, certain qualified professionals are required and/or permitted,

subject to certain restrictions, to invest in or alongside the funds we sponsor and manage.

Fees assessed on such investments by our professionals may be eliminated or substantially reduced.

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Legal and Compliance

Our legal and compliance team includes over 80 attorneys, compliance professionals and paralegals.

Our legal and compliance team includes nearly 100 attorneys, compliance professionals and paralegals.

In addition to supporting our corporate functions, the legal team supports our investment team across all investments made by us on behalf of our clients and investors.

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

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

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

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

We could in the future decide that it is advisable to adjust or fully remove the information barrier, which could result in restrictions on our ability to buy or sell securities.

We could also in the future establish additional permanent or temporary information barriers, particularly as our business expands and diversifies.

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

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

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

The FSMA and related rules, including the FCA’s rules and guidance, govern most aspects of investment business, including provision of investment advice, use and safekeeping of client funds and securities, regulatory capital, record-keeping, approval standards for individuals, anti-money laundering and periodic reporting.

The FCA is responsible for administering these requirements and our compliance with the FSMA and related rules.

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

TPG Europe and AG Europe have permissions to engage in a number of FSMA-regulated activities, including advising on investments and arranging deals.

FSMA and related rules, including the FCA’s rules and guidance, govern most aspects of investment business, including provision of investment advice, use and/or safekeeping of client funds and securities, regulatory capital, record-keeping, approval standards for individuals, anti-money laundering and periodic regulatory reporting.

The FCA is responsible for administering these requirements and our compliance with FSMA and related rules.

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

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

Other Jurisdictions

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Website and Availability of SEC Filings

We use our website (https://www.tpg.com), Rise website (https://therisefund.com), Microsites (https://software.tpg.com, https://healthcare.tpg.com), LinkedIn (https://www.linkedin.com/company/tpg-capital), Twitter (https://twitter.com/tpg), Vimeo (https://vimeo.com/user52190696), Rise YouTube (https://www.youtube.com/channel/UCo8p2iF_I5p-Wr2_MQlzedw/featured) and Rise Instagram (https://www.instagram.com/therisefund/?hl=en) accounts as channels of distribution of company information.

We use our website (https://www.tpg.com), Rise website (https://therisefund.com), TPG Angelo Gordon website (https://www.angelogordon.com), TPG Twin Brook website (https://twincp.com), TPG Twin Brook Capital Income Fund website (https://agtbcap.com), Microsites (https://software.tpg.com, https://healthcare.tpg.com), TPG LinkedIn (https://www.linkedin.com/company/tpg-capital), TPG Angelo Gordon LinkedIn (https://www.linkedin.com/company/tpg-angelo-gordon), TPG Twin Brook LinkedIn (https://www.linkedin.com/company/twin-brook-capital-partners), X (formerly known as Twitter) (https://x.com/tpg), Vimeo (https://vimeo.com/user52190696), TPG YouTube (https://www.youtube.com/@tpg-inc), Rise YouTube (https://www.youtube.com/channel/UCo8p2iF_I5p-Wr2_MQlzedw/featured), TPG Instagram (https://www.instagram.com/TPG_INCORPORATED) and Rise Instagram (https://www.instagram.com/therisefund/?hl=en) accounts as channels of distribution of company information.

The information we post through these channels may be deemed material.

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

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

“Shareholders” page on our website.

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

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

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What changed 10-K

Item 1. Business