What changed in this filing

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Item 7. Management’s Discussion and Analysis

2025-02-18 compared with 2024-02-23 · 351 added, 1056 removed, 1070 unchanged (57% of the section changed)

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Our actual results may differ materially from those contained in or implied by any forward-looking statements.

Factors that could cause or contribute to these differences include, but are not limited to, those identified below and elsewhere in this report, particularly in “Cautionary Note Regarding Forward-Looking Statements,” “Item 1A.—Risk Factors” and “—Unaudited Pro Forma Condensed Consolidated Financial Information and Other Data.” We assume no obligation to update any of these forward-looking statements.

We assume no obligation to update any of these forward-looking statements.

On January 12, 2022, we completed a corporate reorganization (the “Reorganization”), which included a corporate conversion of TPG Partners, LLC to a Delaware corporation named TPG Inc., in conjunction with an initial public offering (the “IPO”) of our Class A common stock.

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We completed the Acquisition on November 1, 2023.

Accordingly, the results of TPG Angelo Gordon included in our consolidated results of operations are from November 1, 2023 through December 31, 2023.

Accordingly, the results of TPG Angelo Gordon included in our consolidated results of operations for the year ended December 31, 2023 are from November 1, 2023 through December 31, 2023.

The following discussion includes a comparison of our results for the years ended December 31, 2024 and 2023.

For a discussion of our results for the year ended December 31, 2022 and a comparison of results for the years ended December 31, 2023 and 2022, see Part II, Item 7 “ Management’s Discussion and Analysis of Financial Condition and Results of Operations ” of our Annual Report on Form 10-K for the year ended December 31, 2023, which specific discussion is incorporated herein by reference.

Business Overview

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

We primarily invest in complex asset classes such as private equity, credit, real estate and public market strategies.

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 multi-strategy investment platforms that position us well to continue generating sustainable growth across our business.

We are 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 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.

Trends Affecting our Business

Our business is affected by a variety of factors, including conditions in the financial markets and economic and political conditions.

Changes in global economic conditions and regulatory or other governmental policies or actions can materially affect the values of funds managed by TPG, as well as our ability to source attractive investments and deploy the capital that we have raised.

However, we believe our disciplined investment philosophy across our diversified investment platforms and our shared investment themes focusing on attractive and resilient sectors of the global economy has historically contributed to the stability of our performance throughout market cycles.

The market environment improved in 2023 as inflation slowed, the Federal Reserve tapered and ultimately paused its rate hiking cycle, and the domestic economy remained strong, all despite ongoing geopolitical instability and stress within the regional banking sector during the early part of the year.

Consumer Price Index (“CPI”) reading for the last month of 2023 showed a 3.1% year-over-year increase in prices, a much slower rate of increase relative to the December 2022 reading of 6.5%.

Core CPI, which excludes food and energy, also declined from 5.7% in December 2022 to 3.9% in the December 2023 reading.

As inflation tapered, the Federal Reserve began to slow its pace of rate hikes.

After increasing the target federal funds rate by 4.25% over the course of 2022, the Federal Reserve increased rates only by another 1.00% in 2023 via 0.25% increases at four of its first five meetings of 2023.

The Central Bank has held rates steady since, at 5.25% - 5.50%.

The timing of the Federal Reserve’s first rate cut and the pace of the rate cutting cycle remains a significant question impacting markets.

Economic data has remained strong despite the extended period of elevated rates.

added 2.8 million payrolls over the course of 2023, and the unemployment rate ended the year at 3.7%, a modest increase from 2022’s final reading of 3.4%.

Treasuries experienced a degree of volatility over the twelve months ending December 31, 2023, though finished the year relatively flat to yields seen at the end of 2022.

Treasury yields fell sharply early in the year, particularly

at the shorter end of the curve, as stress within the U.S.

regional banking sector drove a flight to safety.

Yields steadily widened over the following months, with the 10-Year Treasury touching above 5% in October.

However, Treasury bonds rallied significantly heading into the end of the year.

The 10 Year Treasury yield ended the year at 3.879%, little changed from its yield at the end of 2022.

2 Year Yields touched as high as 5.212% during 2023 but closed the year at 4.250%.

Economic dynamics and financial conditions provided an accommodating backdrop for global markets in 2024, with the combination of moderating inflation, easing monetary policy, continued economic growth and AI-related enthusiasm driving risk assets higher and credit spreads tighter.

economic activity continued to expand in 2024.

Quarter-over-quarter, real gross domestic product (“GDP”) grew at an annualized rate of 1.4%, 3.0% and 3.1%, respectively, for the first three quarters of 2024.

In aggregate, 2024 GDP is estimated to have grown 2.7% relative to 2023.

The labor market remained strong, though the unemployment rate ticked up slightly to end the year at 4.1%, up from 3.7% as of the end of 2023.

Despite the robust economic growth and resilience in the labor market, inflation in the United States moderated throughout 2024 but still remains elevated relative to the Federal Reserve long-term target of 2.0%.

The December reading of the U.S.

Consumer Price Index (“CPI”) showed prices increased 2.7% over the prior twelve months, a slower pace of growth than the 3.1% level observed as of the end of 2023.

Similarly, core CPI, which excludes food and energy, fell to 3.3% annual growth as of the latest reading, down from 4.0% as of the end of 2023.

The trajectory of inflation towards the Federal Reserve’s 2.0% target provided the central bank confidence to reduce interest rates during the year for the first time since the onset of the COVID-19 pandemic.

After holding target federal funds rate steady at 5.25%-5.50% for a year, the Federal Reserve cut rates by 50 basis points at its September 2024 meeting, followed by 25 basis point reductions at both its November and December 2024 meetings.

As of the end of 2024, the federal funds target range sits at 4.25%-4.50%, with additional cuts expected in 2025.

Treasury market was relatively volatile in 2024.

The yield curve steepened throughout the year as yields at the short end of the curve fell in response to rate cuts by the Federal Reserve, while longer dated bonds sold off.

Yields on the 10-Year Treasury ended the year 4.57%, up 69 basis points from the start of the year.

2-Year Treasury yields were flat year-over year, ending 2024 at 4.24%.

In corporate credit markets, both U.S.

and European high yield markets performed positively during 2023.

and European high yield generated positive performance in the fourth quarter of 2024.

According to J.P.

Morgan data, the U.S.

high yield market saw gains of 13.5% in the United States and the European market saw gains of 12.7% during the year.

Notably, lower-rated CCCs significantly outperformed higher-rated BBs over this period, generating returns of 19.9% and 11.8%, respectively.

high, yield bonds further tightened and ended the year at 377 basis points compared to 490 basis points to start the year.

In Europe, high yield spreads tightened 44 points ending the year at 449 basis points.

The high yield default rate rose modestly to 2.8% in the United States and 2.4% in Europe.

Morgan data, U.S.

high yield gained 0.3% and the European market returned 1.8% during the three-month period.

In the United States, high yield bond spreads tightened by 20 basis points to 325 basis points, while in Europe, high yield spreads tightened 48 basis points to end the quarter at 377 basis points.

The high yield default rate, measured on a trailing twelve-month basis, declined modestly from 1.6% to 1.5% in the United States but increased from 2.7% to 3.3% in Europe.

Additionally, the J.P.

Leveraged Loan Index posted a 2.40% return, and the J.P.

Morgan European Leveraged Loan Index posted a 13.6% return for the year ended 2023.

From a spread and yield basis, the US Leveraged Loan Index ended the year at a yield of 8.6% and 500 basis point spread while the European Leverage Loan Index ended the year at a yield of 7.96% and 542 basis point spread.

equity indices rallied significantly in 2023, after posting losses in 2022.

The S&P 500, Dow Jones, and Nasdaq gained 24.2%, 13.7%, and 43.4% respectively during the year.

Growth oriented sectors were market leaders, with the Information Technology and Communication Services sectors rising 56.4% and 54.4% respectively on the year.

Energy and Utilities were laggards, declining (4.8%) and (10.2%) respectively.

Volatility, as measured by the CBOE Volatility Index, continued its downward trend over the year from 21.7 at the start of the year to 12.5 at the end of 2023.

In commercial real estate, the Green Street Commercial Property Price Index ended December 2023 down 9.5% from its the beginning of 2023.

Commercial property transaction volume in the United States and Europe remained relatively muted, consistent with 2022, primarily due to continued elevated borrowing rates and reductions in liquidity and credit availability.

Major Asian markets faced similar challenges, with commercial property transaction volume for the year declining 17 year-over-year overall;

however, Q4 2023 saw an uptick in volume, registering a 3% rise year-on-year.

In Hong Kong full year 2023 investment volume reached HK$40.4 billion, marking the weakest period since 2008.

In China, transaction volume fell 13.0% year-over-year, largely due to prolonged overseas interest rate hikes and ongoing geopolitical tension.

Similarly, Japan saw investment volume decline 3.0% year-over-year, mostly due to a decrease in foreign investment.

residential real estate improved slightly during the quarter, with national U.S.

home prices rising approximately 6.0% year-to-date through November 2023, slightly above the peak recorded in June 2022 according to the S&P/Case-Shiller U.S.

National Home Price Index, in part due to constrained housing supply.

We are a holding company and our only business is to act as the owner of the entities serving as the general partner of the TPG Operating Group partnerships and our only material assets are Common Units representing approximately 22% of the legally outstanding Common Units and 100% of the interests in certain intermediate holding companies as of December 31, 2023.

Morgan European Leveraged Loan Index posted a 2.1% return for the third quarter of 2024.

From a spread and yield basis, the US Leveraged Loan Index ended the quarter at a yield of 8.2% and 426 basis point spread, while the European Leverage Loan Index ended the quarter at a yield of 7.1% and 480 basis point spread.

equity indices recorded significant gains during 2024, with the S&P 500, Nasdaq and Dow Jones rising 23.3%, 28.6% and 12.9%, respectively, during the year.

Indices were led higher by a collection of mega-cap stocks, including Nvidia, Microsoft, Amazon, Apple, Alphabet, Meta and Tesla, which collectively represent approximately one third of the S&P 500 as of December 31, 2024 — the highest level of concentration in the index’s history.

Technology sectors outperformed during the year, driven by AI-related enthusiasm, with Communication Services and Information Technology S&P sectors gaining 38.9% and 35.7%, respectively.

Materials, Healthcare and Real Estate sectors were relative laggards throughout the year, posting performances of (1.8%), 0.9% and 1.7%, respectively.

Volatility in the U.S.

equity market, as measured by the CBOE Volatility Index, was modestly higher year-over-year, ending 2024 at 17.4, up from 12.5 as of the end of 2023.

Global equity markets rose over 2024, though lagged the United States, with the MSCI Europe Index rising 5.8%, the MSCI Asia Index rising 7.2% and the MSCI World Index gaining 17.0% during the year.

We are a holding company and our only business is to act as the owner of the entities serving as the general partner of the TPG Operating Group partnerships and our only material assets are Common Units representing approximately 30% of the outstanding Common Units and 100% of the interests in certain intermediate holding companies as of December 31, 2024.

In our capacity as the sole indirect owner of the entities serving as the general partner of the TPG Operating Group partnerships, we indirectly control all of the TPG Operating Group’s business and affairs.

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• $740.7 million in cash paid at closing;

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

• $16.3 million paid during the year ended December 31, 2024 to the sellers of Angelo Gordon as a result of post close net working capital adjustments;

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

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

On November 1, 2023, Angelo Gordon had $75.3 billion in assets under management, with $57.4 billion attributable to its credit business and $17.9 billion attributable to its real estate business.

Operating Segments

We operate our business in a single operating and reportable segment, which is consistent with how our CEO, who is our chief operating decision maker, reviews financial performance and allocates resources.

We operate collaboratively across platforms with a single expense pool.

We operate our business in a single operating and reportable segment, as our CEO, who is our chief operating decision maker (the “CODM”), manages the business on a consolidated basis.

We operate collaboratively across product lines through shared investment themes and shared support functions that span across product lines.

Basis of Accounting

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When an entity is consolidated, we reflect the accounts of the consolidated entity, including its assets, liabilities, revenues, expenses, investment income, cash flows and other amounts, on a gross basis.

While the consolidation of an entity does not impact the amounts of net income attributable to controlling interests, the consolidation does impact the financial statement presentation in accordance with accounting principles generally accepted in the United States of America (“U.S.

This is a result of the fact that the accounts of the consolidated entities being reflected on a gross basis, with intercompany transactions eliminated, while the allocable share of those amounts that are attributable to third parties are reflected as single line items.

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GAAP to consolidate the majority of investment funds we advise in our Consolidated Financial Statements because we do not have a more than insignificant variable interest.

Following our Reorganization and IPO, we no longer have a controlling financial interest in certain TPG Funds.

Public SPACs are consolidated pursuant to U.S.

GAAP in the relevant periods presented.

Management fees and performance allocations from the consolidated Public SPACs are eliminated in the Consolidated Financial Statements.

The assets and liabilities of the consolidated Public SPACs are generally held within separate legal entities and, as a result, the liabilities of the consolidated Public SPACs are non-recourse to us.

Since we only consolidate a limited portion of our TPG investment funds, the performance of the consolidated Public SPACs is not necessarily consistent with or representative of the aggregate performance trends of our TPG investment funds.

The performance of the consolidated Public SPACs is not necessarily consistent with or representative of the aggregate performance trends of our TPG investment funds.

Key Financial Measures

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Fees and Other .

Fees and other consists primarily of (i) management and incentive fees, (ii) monitoring fees, (iii) transaction fees, (iv) incentive fee income and (v) expense reimbursements from unconsolidated funds, portfolio companies and third parties.

Fees and other consists primarily of (i) management fees, (ii) monitoring fees, (iii) transaction fees, (iv) incentive fee income and (v) expense reimbursements from unconsolidated funds, portfolio companies and third parties.

These fee arrangements are documented within the contractual terms of the governing agreements and are recognized when earned, which generally coincides with the period during which the related services are performed and in the case of transaction fees, upon closing of the transaction.

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Capital Allocation-Based Income (Loss) .

Capital allocation-based income (loss) is earned from the TPG funds when we have (i) a general partner’s capital interest and (ii) performance allocations which entitle us to a disproportionate

allocation of investment income or loss from investment funds.

Capital allocation-based income (loss) is earned from our funds when we have (i) a general partner’s capital interest and (ii) performance allocations which entitle us to a disproportionate allocation of investment income or loss from investment funds.

We are entitled to a performance allocation (typically 20%) based on cumulative fund or account performance to date, irrespective of whether such amounts have been realized.

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We account for our investment balances in the TPG funds, including performance allocations, under the equity method of accounting because we are presumed to have significant influence as the general partner or managing member;

however, we do not have control as defined by Accounting Standards Codification (“ASC”) Topic 810, Consolidation .

however, we do not have control as defined by ASC Topic 810, Consolidation .

The Company accounts for its general partner interests in capital allocation-based arrangements as financial instruments under ASC Topic 323, Investments – Equity Method and Joint Ventures as the general partner has significant governance rights in the TPG funds in which it invests which demonstrates significant influence.

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Bonuses are accrued over the service period to which they relate.

In addition, we have equity-based compensation arrangements that require certain TPG executives and employees to vest ownership of a portion of their equity interests over a service period of generally one to six years, which under U.S.

In addition, we have equity-based compensation arrangements that require certain TPG executives and employees to vest over a service period of generally one to five years, which under U.S.

GAAP will result in compensation charges over current and future periods.

In connection with our IPO and subsequent acquisition, we granted restricted stock units (“RSUs”) to executives and employees.

Distributions of performance allocations in the legal form of equity made directly or indirectly to our partners and professionals are allocated and distributed, when realized, pro rata based on ownership percentages in the underlying investment partnership and are accounted for as distributions on the equity held by such partners rather than as compensation and benefits expense prior to the Reorganization and IPO.

We account for these distributions as performance allocation compensation.

These distributions were accounted for as distributions on the equity held by such partners rather than as compensation and benefits expense prior to the Reorganization and IPO and are now accounted for as performance allocation compensation.

General, Administrative and Other .

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Interest expense includes interest paid and accrued on our outstanding debt and the amortization of deferred financing costs.

Expenses of Consolidated TPG Funds and Public SPACs.

Expenses of consolidated TPG Funds and Public SPACs consist of interest expense and other expenses related primarily to professional services fees, research expenses, trustee fees, travel expenses and other costs associated with organizing and offering these entities.

Expenses of Consolidated Public SPACs.

Expenses of consolidated Public SPACs consist of interest expense and other expenses related primarily to professional services fees, research expenses, trustee fees, travel expenses and other costs associated with organizing and offering these entities.

Investment Income

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Dividends and other investment income are recorded when the right to receive payment is established.

Net Gains from Investment Activities of consolidated TPG Funds and Public SPACs .

Net gains (losses) from investment activities includes (i) realized gains (losses) from the sale of equity, securities sold and not yet purchased, debt and derivative instruments and (ii) unrealized gains (losses) from changes in the fair value of such instruments.

Unrealized Gains (Losses) on Derivative Liabilities of Consolidated Public SPACs .

Unrealized gains (losses) on derivative liabilities of consolidated Public SPACs are changes in the fair value of derivative contracts entered into by our consolidated Public SPAC entities, which are included in current period earnings.

Interest, Dividends and Other of Consolidated TPG Funds and Public SPACs.

Interest income is recognized on an accrual basis to the extent that such amounts are expected to be collected using the effective interest method.

Dividends and other investment income are recorded when the right to receive payment is established.

Investment and Other Income of Consolidated Public SPACs.

Investment and other income of consolidated Public SPACs include changes in the fair value of derivative contracts entered into by our consolidated Public SPAC entities, which are included in current period earnings and interest, dividend and other income earned by the consolidated Public SPACs.

Income Tax Expense

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Year Ended December 31,

2023 2022 2021

(dollars in thousands, except share and per share data)

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Interest expense 87,511 38,528

Expenses of consolidated TPG Funds and Public SPACs:

Interest expense — — 740

Other 1,053 3,316 20,024

Expenses of consolidated Public SPACs — 1,053

Total expenses 3,578,323 2,363,803

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Income (loss) from investments:

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

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

Investment income of consolidated TPG Funds and Public SPACs:

Net gains from investment activities — — 23,392

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

Net (losses) gains from investment activities (29,326) 6,564

Interest, dividends and other 82,743 42,622

Investment and other income of consolidated Public SPACs — 8,359

Total investment income (loss) 53,417 57,545

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

(Loss) income before income taxes (24,824) 83,653

Income tax expense 52,091 60,268

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

Year Ended December 31,

2023 2022 2021

(dollars in thousands, except share and per share data)

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

Net income attributable to non-controlling interests in consolidated TPG Funds prior to Reorganization and IPO — — 19,287

Net income attributable to other non-controlling interests prior to Reorganization and IPO — 966 2,455,825

Net income attributable to TPG Group Holdings prior to Reorganization and IPO — 5,256 2,025,754

Net (loss) income (76,915) 23,385

Net income attributable to redeemable equity in Public SPACs — 12,044

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Management fees $ 1,637,990 $ 1,187,947 $ 450,043 38 %

Transaction, monitoring and other fees, net 113,108 117,422 (4,314) (4) %

Transaction, monitoring and other fees 203,256 113,108 90,148 80 %

Expense reimbursements and other 245,830 233,571 12,259 5 %

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Fees and other revenues increased by $552.4 million, or 36%, during the year ended December 31, 2024, compared to the year ended December 31, 2023.

This change resulted from a $268.1 million increase in management fees, a $24.2 million increase in expense reimbursements and other and a $4.3 million decrease in transaction, monitoring and other fees, net.

This change resulted from a $450.0 million increase in management fees, a $90.1 million increase in transaction, monitoring and other fees and a $12.3 million increase in expense reimbursements and other.

Management Fees .

Management fees increased by $450.0 million, or 38%, for the year ended December 31, 2024 compared to the year ended December 31, 2023.

This change was primarily driven by fee earning capital raised resulting in additional management fees of $107.6 million from TPG IX, $47.9 million from Asia VIII, $40.7 million from THP II, and $29.2 million from Rise III, each of which were activated during the third quarter of 2022.

Management fees also increased $87.3 million due to the additional fees earned from TPG Angelo Gordon, primarily $18.8 million from Middle Market Direct Lending funds, $12.4 million from Real Estate Multi-Strategy funds, and $9.8 million from Credit Solutions funds.

These increases were partially offset by a decrease in management fees of $36.9 million earned from Asia VII resulting from a decrease in fee earning AUM during the year ended December 31, 2023 compared to the year ended December 31, 2022.

Certain management fees totaling $41.5 million earned during the year ended December 31, 2023 were considered catch-up fees as a result of additional capital commitments from limited partners primarily related to TPG IX of $18.0 million, THP II of $8.7 million, Rise III of $6.7 million and Asia VIII in the amount of $6.3 million.

Transaction, Monitoring and Other Fees, Net .

Transaction, monitoring and other fees, net decreased by $4.3 million, or 4%, for the year ended December 31, 2023 compared to the year ended December 31, 2022.

This change was primarily driven by a $9.5 million decrease in transaction, monitoring and incentive fees earned from portfolio companies in our Real Estate and Capital platforms, partially offset by a $6.3 million increase in our Market Solutions platform as a result of increased capital markets activity among our portfolio companies involving our broker-dealer.

This change was primarily driven by an increase of $458.9 million in management fees from TPG Angelo Gordon, acquired in November 2023.

During the year ended December 31, 2024, we recognized additional fees of $283.5 million from TPG AG Credit, primarily driven by MVP Fund, MMDL III, MMDL IV and Credit Solutions II, and $175.4 million from TPG AG Real Estate, primarily driven by Realty Value XI, Realty Value X, Asia Realty V, Europe Realty IV, Net Lease Realty III and Net Lease Realty IV.

Management fees from our Capital platform decreased $19.8 million during the year ended December 31, 2024, primarily driven by a reduction of invested capital due to realizations for TPG VII and a step down in fee basis from committed to invested capital for TPG VIII during the fourth quarter of 2024.

During the fourth quarter of 2023, TPG IX and THP II recognized catch-up fees from new capital raised.

These decreases were partially offset by additional fees from Asia VIII due to fee earning capital raised and catch-up fees earned during the twelve months ended December 31, 2024.

Management fees from our Growth platform increased $10.9 million primarily attributable to Growth VI, which was activated during the fourth quarter of 2023, partially offset by a decrease in fees from Growth V, which primarily resulted from a step down in fee basis from committed to invested capital during the first quarter of 2024.

Management fees from our Impact platform decreased $2.1 million, primarily attributable to Rise Climate I, which had a step down in fee basis from committed to invested capital during the fourth quarter of 2024, partially offset by additional fees from Rise Climate II, which was activated during the third quarter of 2024.

Management fees from our Real Estate platform decreased $8.5 million, primarily attributable to TREP III, which had a step down in fee basis from committed to invested capital in the second quarter of 2023.

Management fees from our Market Solutions platform increased $9.9 million primarily attributable to TGS and NewQuest V as a result of additional fee earning capital raised during the twelve months ended December 31, 2024, partially offset by a decrease in fees from TPEP as a result of a decrease in fee earning AUM.

Certain management fees totaling $50.4 million earned during the year ended December 31, 2024 were considered catch-up fees as a result of additional capital commitments from limited partners.

Catch-up fees primarily consisted of $21.9 million for Asia VIII and $8.7 million for TGS.

Transaction, Monitoring and Other Fees .

Transaction, monitoring and other fees increased by $90.1 million for the year ended December 31, 2024 compared to the year ended December 31, 2023.

This change was primarily driven by a $42.0 million increase in our Market Solutions platform as a result of increased capital markets activity among our portfolio companies involving our broker-dealer and a $18.8 million increase in monitoring fees earned from portfolio companies primarily in our Capital platform.

Expense Reimbursements and Other .

Expense reimbursements and other increased by $12.3 million, or 5%, for the year ended December 31, 2024 compared to the year ended December 31, 2023.

This change was primarily driven by a $21.2 million increase in income from services rendered to TPG funds and a $5.1 million increase in additional reimbursements from funds, mainly due to increase in expense reimbursements attributable to TPG Angelo Gordon.

This change was primarily due to the acquisition of TPG Angelo Gordon in November 2023, partially offset by primarily lower income from our former affiliate.

As of April 2024, the contracts to provide services to such party have ended.

Performance Allocations.

Performance allocations increased by $88.1 million to $808.2 million, or 12%, for the year ended December 31, 2023 compared to the year ended December 31, 2022.

Realized performance allocations for the year ended December 31, 2023 and 2022 totaled $582.2 million and $1,409.8 million, respectively.

Unrealized performance allocation gains for the year ended December 31, 2023 was $226.0 million.

The change in unrealized performance allocations for the year ended December 31, 2022 was a loss of $689.7 million.

Performance allocations increased by $493.5 million, or 61%, for the year ended December 31, 2024 compared to the year ended December 31, 2023.

Realized performance allocation gains for the years ended December 31, 2024 and 2023 totaled $955.4 million and $582.2 million, respectively.

Unrealized performance allocation gains for the years ended December 31, 2024 and 2023 totaled $346.4 million and $226.0 million, respectively.

The table below highlights performance allocations for the years ended December 31, 2024 and 2023, and separates the entities listed into two categories to reflect the Reorganization:

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TPG Operating Group Shared:

TPG VII $ 13,538 $ 171,926 $ (158,388) (92) %

TPG VIII 318,945 445,242 (126,297) (28) %

TPG IX 32,253 1,146 31,107 NM

$ 560,616 $ 438,541 $ 122,075 28 %

Asia VII (7,058) 9,400 (16,458) (175) %

Asia VIII 23,241 — 23,241 NM

TPG Healthcare Partners 60,933 5,381 55,552 NM

TPG Healthcare Partners II 12,059 2,529 9,530 NM

TES 1,986 11,618 (9,632) (83) %

TPG AAF 31,051 135,098 (104,047) (77) %

Capital 438,541 732,335 (293,794) (40) %

Year Ended December 31,

2023 2022 Change %

($ in thousands)

Growth III (2)

362,398 121,669 240,729 198 %

Growth IV 64,362 21,141 43,221 204 %

Growth V 80,780 68,890 11,890 17 %

TTAD (13,195) 455 (13,650) NM

TDM (4,757) 33,305 (38,062) (114) %

Growth 121,669 75,960 45,709 60 %

Rise (3,649) (16,836) 13,187 78 %

Rise II 55,927 19,739 36,188 183 %

Rise Climate 177,333 — 177,333 NM

Impact 229,611 2,903 226,708 NM

TREP III (73,335) 12,728 (86,063) (676) %

Impact 135,176 229,611 (94,435) (41) %

TPG Angelo Gordon

TPG AG Credit 406,537 139,364 267,173 192 %

TPG AG Real Estate (104,983) (12,037) (92,946) (772) %

Real Estate 23,117 (73,335) 96,452 132 %

TPEP 33,455 9,107 24,348 267 %

NewQuest III (20,193) (17,590) (2,603) NM

NewQuest IV 1,157 18,374 (17,217) NM

NewQuest V 8,820 — 8,820 NM

Strategic Capital — (2,793) 2,793 NM

Market Solutions (29,734) 23,239 (52,973) (228) %

Credit Solutions II 53,539 — 53,539 NM

Credit Solutions II Dislocation A 17,157 — 17,157 NM

Credit Solutions I 15,303 — 15,303 NM

MVP 13,953 — 13,953 NM

MMDL IV 7,410 — 7,410 NM

MMDL III 4,001 — 4,001 NM

CDPQ Cap Solutions 2,814 — 2,814 NM

Asset Based Credit 2,643 — 2,643 NM

MMDL IV Annex 2,161 — 2,161 NM

MMDL V 2,104 — 2,104 NM

Other 18,279 — 18,279 NM

TPG Angelo Gordon Credit 139,364 — 139,364 NM

Net Lease Realty III 15,687 — 15,687 NM

Asia Realty IV (1,673) — (1,673) NM

Net Lease Realty IV (1,845) — (1,845) NM

Growth Capital I (2,315) — (2,315) NM

Realty X (3,828) — (3,828) NM

Europe Realty III (5,722) — (5,722) NM

Europe Realty II (15,586) — (15,586) NM

Other 3,245 — 3,245 NM

TPG Angelo Gordon Real Estate (12,037) — (12,037) — %

Total TPG Operating Group Shared:

$ 1,353,127 $ 867,052 $ 486,075 56 %

Year Ended December 31,

2023 2022 Change %

($ in thousands)

TPG Operating Group Excluded:

TPG IV $ (495) $ (569) $ 74 13 %

TPG V 3 — 3 NM

TPG VI (24,561) (19,913) (4,648) (23) %

Asia IV — 108 (108) NM

Asia V (24,388) (42,864) 18,476 43 %

MMI 1,329 117 1,212 NM

TPG TFP — (750) 750 NM

Capital $ (18,254) $ (48,112) $ 29,858 62 %

Growth II 1,383 8,977 (7,594) (85) %

Gator (22,945) 11,731 (34,676) (296) %

Biotech II — 203 (203) NM

Biotech III 12,566 (34,974) 47,540 136 %

Biotech IV (347) (533) 186 35 %

Biotech V — — — NM

Growth (30,044) (9,343) (20,701) (222) %

TREP II (250) (17,337) 17,087 99 %

DASA RE (1,099) (1,507) 408 27 %

Real Estate (3,063) (1,349) (1,714) (127) %

TSI — 124 (124) NM

Evercare — (13,731) 13,731 NM

Impact — (13,607) 13,607 NM

Total TPG Operating Group Excluded (3)

4 unchanged sentences

(2) After the Reorganization, we retained an economic interest in performance allocations from the Growth III and Asia VI general partner entities, which entitles us to a performance allocation equal to 10%;

however, we intend to allocate the full amount as performance allocation compensation expense.

As such, net income available to controlling interest holders is zero for each of these funds following the Reorganization.

(3) The TPG Operating Group Excluded entities’ performance allocations are not a component of net income attributable to TPG following the Reorganization;

however, the TPG general partner entities continue to be consolidated by us.

We transferred the rights to the performance allocations the TPG Operating Group historically would have received to RemainCo on December 31, 2021.

As such, net income available to controlling interest holders will be zero for each of the TPG Operating Group Excluded entities beginning January 1, 2022.

The increase in total performance allocations for the year ended December 31, 2023 compared to the year ended December 31, 2022 was primarily driven by higher realized and unrealized appreciation in TPG VIII, THP I, Growth IV, Growth V, Rise Climate and Rise II.

These increases were partially offset by lower realized and unrealized appreciation in TREP III and Asia VI.

Performance allocations also increased $127.3 million due to the acquisition of TPG Angelo Gordon primarily due to realized and unrealized appreciation from TPG AG Credit.

As of December 31, 2023, accrued performance allocations presented as investments in the Consolidated Statement of Financial Condition for Common Unit holders TPG Operating Group shared TPG general partner entities totaled $5.3 billion.

As of December 31, 2023, accrued performance allocations presented as investments in the Consolidated Statement of Financial Condition for Common Unit holders TPG Operating Group excluded TPG general partner entities totaled $0.4 billion.

Capital Interests .

Capital interests income increased by $10.9 million, or 30%, for the year ended December 31, 2023 compared to the year ended December 31, 2022.

This change was primarily driven by an increase in income from our investments in TRTX in our Real Estate platform and Rise Climate in our Impact platform.

These increases were partially offset by a decrease in income from our investments in TPG VII, TPG VIII and TPG AAF in our Capital platform.

Cash-Based Compensation and Benefits.

Cash-based compensation and benefits expense increased by $73.7 million, or 16%, for the year ended December 31, 2023 compared to the year ended December 31, 2022.

This change was primarily driven by a $63.9 million increase in salaries and benefits driven by an increase in headcount as a result of the Acquisition for the year ended December 31, 2023, and an $8.7 million increase in bonuses for the year ended December 31, 2023.

Equity-Based Compensation.

Equity-based compensation expense increased by $27.2 million for the year ended December 31, 2023 compared to the year ended December 31, 2022.

This change was primarily attributable to a net $36.6 million increase in expenses largely associated with RSUs granted to TPG employees and certain of our executives and a $12.8 million expense associated with RSUs granted to TPG Angelo Gordon employees as a result of the Angelo Gordon acquisition, partially offset by the vesting of certain Other Awards, as defined in Note 19, during the year ended December 31, 2022.

Performance Allocation Compensation.

Performance allocation compensation increased by $175.1 million for the year ended December 31, 2023 compared to the year ended December 31, 2022.

This change was primarily attributable to the increase in performance allocations, which drives the compensation allocated to our partners and professionals during the year ended December 31, 2023, inclusive of $103.4 million attributable to TPG Angelo Gordon.

General, Administrative and Other.

General and administrative expenses increased by $113.7 million, or 31%, for the year ended December 31, 2023 compared to the year ended December 31, 2022.

This change was primarily driven by a $78.0 million increase in professional fees and an increase of $7.6 million in travel and other administrative expenses.

General and administrative expense also increased $39.1 million from TPG Angelo Gordon.

These increases were partially offset by a decrease in insurance expenses, primarily related to a $20.6 million insurance policy purchased in connection with the IPO during the year ended December 31, 2022.

Depreciation and Amortization.

Depreciation and amortization increased by $14.7 million for the year ended December 31, 2023 compared to the year ended December 31, 2022.

This change was primarily due to the amortization of intangible assets resulting from the acquisition of Angelo Gordon in November 2023.

Interest Expense.

Interest expense increased by $16.9 million, or 78%, for the year ended December 31, 2023 compared to the year ended December 31, 2022, primarily due to higher interest rates on certain borrowings and increased interest expense on draws under our Senior Unsecured Revolving Credit Facility to partially fund the Acquisition.

Expenses of Consolidated TPG Funds and Public SPACs.

Expenses of consolidated TPG Funds and Public SPACs decreased by $2.3 million, or 68%, for the year ended December 31, 2023 compared to the year ended December 31, 2022.

Net Gains (Losses) from Investment Activities.

Net gains (losses) from investment activities was a gain of $6.6 million for year ended December 31, 2023 compared to a loss of $110.1 million for the year ended December 31, 2022.

This change was primarily attributable to a gain of $15.3 million from our investment in Nerdy Inc, partially offset by a loss of $7.7 million from our investment in Vacasa, Inc.

during the year ended December 31, 2023.

Interest, Dividends and Other.

Interest, dividends and other increased by $33.5 million for the year ended December 31, 2023 compared to the year ended December 31, 2022.

This change was primarily driven by additional interest income earned due to higher interest rates during the year ended December 31, 2023 compared to the year ended December 31, 2022.

Unrealized Gains on Derivative Liabilities of Public SPACs .

The $0.7 million and $12.4 million of unrealized gain on derivative instruments recognized during the year ended December 31, 2023 and 2022, respectively, were attributable to warrants issued by the consolidated Public SPAC entities and forward purchase agreements held by third parties.

The warrants held by public investors and forward purchase agreements are treated as liability instruments rather than equity instruments and subject to mark-to-market adjustments each period.

Upon the consummation of acquisitions of target companies by our Public SPACs or the wind down of a Public SPAC, the associated liability will no longer be included in our Consolidated Financial Statements.

Pursuant to the redemption of Class A Ordinary shares of AFTR and YTPG during the year ended December 31, 2023, we no longer have any derivative liabilities associated with SPACs in our Consolidated Financial Statements as of December 31, 2023.

Interest, Dividends and Other of Consolidated TPG Funds and Public SPACs.

Interest, dividends and other of consolidated TPG Funds and Public SPACs increased by $1.0 million, or 14%, for the year ended December 31, 2023 compared to the year ended December 31, 2022.

Income Tax Expense.

Income tax expense increased by $27.8 million for the year ended December 31, 2023 compared to the year ended December 31, 2022 primarily due to the Pre-Closing TPG Transactions, (as defined herein) which resulted in an increase to our valuation allowance for the year ended December 31, 2023.

Year Ended December 31, 2022 Compared to Year Ended December 31, 2021

Revenues consisted of the following for the years ended December 31, 2021 and December 31, 2020:

Year Ended December 31,

2022 2021 Change %

($ in thousands)

Management fees $ 919,830 $ 718,344 $ 201,486 28 %

Transaction, monitoring and other fees, net 117,422 104,930 12,492 12 %

Expense reimbursements and other 209,383 154,630 54,753 35 %

Total fees and other 1,246,635 977,904 268,731 27 %

Performance allocations 720,106 3,792,861 (3,072,755) (81) %

Capital interests 36,146 205,622 (169,476) (82) %

Total capital allocation-based income 756,252 3,998,483 (3,242,231) (81) %

Total revenues $ 2,002,887 $ 4,976,387 $ (2,973,500) (60) %

Fees and other revenues increased by $268.7 million, or 27%, during the year ended December 31, 2022 compared to the year ended December 31, 2021.

This change resulted from a $201.5 million increase in management fees, a $54.8 million increase in expense reimbursements and other and a $12.5 million increase in transaction, monitoring and other fees, net.

Management Fees .

Management fees increased by $201.5 million, or 28%, for the year ended December 31, 2022 compared to the year ended December 31, 2021.

This change was primarily driven by fee earning capital raised resulting in additional management fees of $40.3 million from TPG IX, $22.0 million from Asia VIII, $19.4 million from Rise III and $10.4 million from TPH II, each of which were activated during the third quarter of 2022;

$76.2 million from TREP IV, which was activated during the first quarter of 2022;

and $65.4 million from Rise Climate, which was activated during the third quarter of 2021.

These increases were partially offset by a decrease in management fees of $29.9 million earned from TPG VII resulting from a decrease in fee earning AUM during the year ended December 31, 2022 compared to the year ended December 31, 2021.

Certain management fees in the year ended December 31, 2022 were considered catch-up fees as a result of additional capital commitments from limited partners to Rise Climate and TTAD II in the amount of $2.8 million.

Transaction, Monitoring and Other Fees, Net .

Transaction, monitoring and other fees, net increased by $12.5 million, or 12%, for the year ended December 31, 2022 compared to the year ended December 31, 2021.

This change was primarily driven by a $9.6 million increase in transaction fees earned from portfolio companies in our Real Estate and Capital platforms and a $5.1 million increase in our Market Solutions platform as a result of increased capital markets activity among our portfolio companies involving our broker-dealer.

Expense Reimbursements and Other .

Expense reimbursements and other increased by $54.8 million, or 35%, for the year ended December 31, 2022 compared to the year ended December 31, 2021.

This change was primarily driven by a $18.4 million increase in additional reimbursements from TPG funds due to increased fundraising activities, $19.8 million in administrative service fees from RemainCo earned during the year ended December 31, 2022, and a $14.9 million increase in income from services rendered to TPG funds and Portfolio Companies.

Performance Allocations.

Performance allocations decreased by $3,072.8 million to $720.1 million, or 81%, for the year ended December 31, 2022 compared to the year ended December 31, 2021.

This change was primarily driven by an 8% appreciation of our realized and unrealized portfolio during the year ended December 31, 2022 compared to a 38% appreciation of our realized and unrealized portfolio during the year ended December 31, 2021.

Realized performance allocations for the year ended December 31, 2022 and 2021 totaled $1,409.8 million and $1,956.2 million, respectively.

The change in unrealized performance allocations for the year ended December 31, 2022 was a loss of $689.7 million.

Unrealized performance allocation gains for the year ended December 31, 2021 totaled $1,836.7 million.

The table below highlights performance allocations for the years ended December 31, 2022 and 2021, and separates the entities listed into two categories to reflect the Reorganization:

(i) TPG general partner entities from which the TPG Operating Group Common Unit holders are expected to receive a 20% performance allocation and (ii) TPG general partner entities from which the TPG Operating Group Common Unit holders are not expected to receive any performance allocation.

Year Ended December 31,

2022 2021 Change %

($ in thousands)

TPG Operating Group Shared:

TPG VII $ 171,926 $ 902,941 $ (731,015) (81) %

TPG VIII 445,242 558,759 (113,517) (20) %

1,146 — 1,146 NM

(50,005) 381,295 (431,300) (113) %

Asia VII 9,400 426,270 (416,870) (98) %

THP I 5,381 114,805 (109,424) (95) %

2,529 — 2,529 NM

TES 11,618 8,232 3,386 41 %

135,098 32,237 102,861 319 %

Capital 732,335 2,424,539 (1,692,204) (70) %

Growth III (1)

(47,831) 64,111 (111,942) (175) %

Growth IV 21,141 326,824 (305,683) (94) %

Growth V 68,890 82,612 (13,722) (17) %

TTAD I 455 108,458 (108,003) (100) %

TDM 33,305 54,325 (21,020) (39) %

Growth 75,960 636,330 (560,370) (88) %

Rise I (16,836) 142,938 (159,774) (112) %

Rise II 19,739 69,253 (49,514) (71) %

Impact 2,903 212,191 (209,288) (99) %

TREP III 12,728 152,658 (139,930) (92) %

Real Estate 12,728 152,658 (139,930) (92) %

TPEP 9,107 29,804 (20,697) (69) %

NewQuest 784 16,186 (15,402) (95) %

Strategic Capital (2,793) 2,793 (5,586) (200) %

Market Solutions 7,098 48,783 (41,685) (85) %

Total TPG Operating Group Shared:

831,024 3,474,501 (2,643,477) (76) %

Year Ended December 31,

2022 2021 Change %

($ in thousands)

TPG Operating Group Excluded:

TPG IV (569) 3,580 (4,149) (116) %

TPG VI (19,913) 32,031 (51,944) (162) %

Asia IV 108 1,430 (1,322) (92) %

Asia V (42,864) 74,956 (117,820) (157) %

MMI 117 1,333 (1,216) (91) %

TPG TFP (750) 201 (951) (473) %

Capital (63,871) 113,531 (177,402) (156) %

Growth II 8,977 45,141 (36,164) (80) %

Growth II Gator 11,731 65,167 (53,436) (82) %

Biotech II 203 (342) 545 159 %

Biotech III (34,974) 30,681 (65,655) (214) %

Biotech IV (533) 1,977 (2,510) (127) %

Biotech V — (4,095) 4,095 100 %

Growth (14,596) 138,529 (153,125) (111) %

TREP II (17,337) 40,000 (57,337) (143) %

DASA - Real Estate (1,507) (1,954) 447 23 %

Real Estate (18,844) 38,046 (56,890) (150) %

TSI 124 14,523 (14,399) (99) %

Evercare (13,731) 13,731 (27,462) (200) %

Impact (13,607) 28,254 (41,861) (148) %

Total TPG Operating Group Excluded (2)

$ (110,918) $ 318,360 $ (429,278) (135) %

Total Performance Allocations $ 720,106 $ 3,792,861 $ (3,072,755) (81) %

(1) After the Reorganization, we retained an economic interest in performance allocations from the Growth III and Asia VI general partner entities, which entitles us to a performance allocation equal to 10%;

however, we intend to allocate the full amount as performance allocation compensation expense.

however, we allocate the full amount as performance allocation compensation expense.

As such, net income available to controlling interest holders is zero for each of these funds following the Reorganization.

3 unchanged sentences

As such, net income available to controlling interest holders will be zero for each of the TPG Operating Group Excluded entities beginning January 1, 2022.

See “—Unaudited Pro Forma Condensed Consolidated Financial Information and Other Data” which reflects the projected impact of the Reorganization.

The decrease in total performance allocations for the year ended December 31, 2022 compared to the year ended December 31, 2021 was primarily driven by lower realized and unrealized appreciation in TPG VII, Asia VI, Asia VII, Growth III, Growth IV, THP I, Rise I and TREP III.

For the year ended December 31, 2022, our investments have generated realized and unrealized portfolio appreciation of 8% compared to 38% for the year ended December 31, 2021.

Performance allocation income was $1,301.8 million for year ended December 31, 2024 compared to $808.2 million for year ended December 31, 2023.

This change was primarily driven by higher performance allocations from our Capital, Growth and Real Estate platforms during the year ended December 31, 2024 compared to the year ended December 31, 2023, and from the acquisition of TPG Angelo Gordon in November 2023, which contributed $301.6 million of net gains during the year ended December 31, 2024.

Performance allocation income from our Capital platform was $560.6 million for the year ended December 31, 2024 compared to $438.5 million for the year ended December 31, 2023.

Performance allocation income for the year ended December 31, 2024 was largely driven by gains of $236.2 million from TPG VIII, $176.9 million from TPG VII and $174.8 million from TPG IX, partially offset by losses of $73.6 million from Asia VI and $56.4 million from Asia VII.

Performance allocation income for the year ended December 31, 2023 was primarily driven by gains of $318.9 million from TPG VIII and $60.9 million from THP I, partially offset by losses of $48.4 million from Asia VI.

Performance allocation income from our Growth platform was $362.4 million for the year ended December 31, 2024 compared to $121.7 million for the year ended December 31, 2023.

Performance allocation income for the year ended December 31, 2024 was primarily driven by $156.8 million from Growth IV, $120.8 million from Growth V and $83.6 million from TTAD II.

Performance allocation income for the year ended December 31, 2023 was primarily driven by gains of $80.8 million from Growth V and $64.4 million from Growth IV.

Performance allocation income from our Impact platform was $135.2 million for the year ended December 31, 2024 compared to $229.6 million for the year ended December 31, 2023.

Performance allocation income for the year ended December 31, 2024 was largely driven by gains of $63.9 million from Rise III, $45.2 million from Rise Climate I and $41.6 million from Rise II, partially offset by losses of $15.5 million from Rise I.

Performance allocation income for the year ended December 31, 2023 was primarily driven by gains of $177.3 million from Rise Climate I and $55.9 million from Rise II.

TPG AG Credit generated income of $406.5 million primarily attributable to $81.1 million from Credit Solutions II, $68.8 million from MVP, $37.7 million from MMDL IV, $25.7 million from ABC Fund and $20.8 million from Essential Housing II.

TPG AG Real Estate generated net losses of $105.0 million primarily attributable to $90.2 million from Realty Value X, $31.9 million from Europe Realty II, $29.9 million from Asia Realty IV and $12.5 million from Realty VIII, which were partially offset by gains of $41.8 million from Net Lease Realty III.

TREP III within the Real Estate platform generated $21.2 million of gains during the year ended December 31, 2024 compared to a losses of $73.3 million during the year ended December 31, 2023.

Performance allocation losses of $29.7 million from our Market Solutions platform were primarily driven by $32.1 million of loss from NewQuest IV and $29.4 million from NewQuest III, partially offset by net gains of $16.0 million from TPEP during the year ended December 31, 2024.

Performance allocation income for the year ended December 31, 2023 was primarily driven by gains of $33.5 million from TPEP and $8.8 million from NewQuest V, partially offset by net losses of $20.2 million from NewQuest III.

TPG Operating Group Excluded generated losses of $51.4 million during the year ended December 31, 2024 compared to a loss of $58.8 million during the year ended December 31, 2023.

Performance allocation losses for the year ended December 31, 2024 were primarily driven by losses of $27.2 million from Biotech III from our Growth platform and $9.5 million from Asia V from our Capital platform, partially offset by gains of $5.3 million from Biotech V from our Growth platform.

Performance allocation losses from TPG Operating Group Excluded for the year ended December 31, 2023 was primarily driven by losses of $24.6 million from TPG VI and $24.4 million from Asia V from our Capital platform and $22.9 million from Gator within our Growth platform, offset by gains of $12.6 million from Biotech III within our Growth platform.

As of December 31, 2024, accrued performance allocations presented as investments in the Consolidated Statement of Financial Condition for Common Unit holders TPG Operating Group shared TPG general partner entities totaled $5.7 billion.

1 unchanged sentence

Capital Interests.

Capital interests income decreased by $169.5 million, or 82%, for the year ended December 31, 2022 compared to the year ended December 31, 2021.

This change was primarily driven by a decrease in income from our investments in TPG VII, TPG VIII, Asia VI and Asia VII in our Capital platform, TRTX in our Real Estate platform, Growth III, Growth IV and TTAD I in our Growth platform, and Rise I in our Impact platform.

These decreases were partially offset by an increase in income from our investment in AAF in our Capital platform.

Capital interests income increased by $64.2 million for the year ended December 31, 2024 compared to the year ended December 31, 2023.

This change was primarily attributable to gains from our investments in TPG VII, TPG VIII, TPG IX, Rise III, TRTX, Growth V and MVP Fund, offset by losses from our investment in Asia VI and Asia VII during the year ended December 31, 2024.

During the year ended December 31, 2023, we recognized gains on our investments in TPG VII, TPG VIII and Rise Climate I offset by losses from our investments in Asia VI.

Cash-Based Compensation and Benefits.

Cash-based compensation and benefits expense decreased by $106.0 million, or 18%, for the year ended December 31, 2022 compared to the year ended December 31, 2021.

This change was primarily driven by a $127.7 million decrease in bonuses for senior professionals for the year ended December 31, 2022 which, following our Reorganization and IPO, are recorded in performance allocation compensation expense.

This decrease was partially offset by increases in salaries and benefits and accrued bonuses of $29.8 million and $11.0 million, respectively, driven by an increase in headcount for the year ended December 31, 2022.

Cash-based compensation and benefits expense increased by $288.0 million, or 53%, for the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily driven by the increase in headcount due to the acquisition of TPG Angelo Gordon in November 2023.

Equity-based Compensation.

Equity-based compensation expense increased by $627.7 million for the year ended December 31, 2022 compared to the year ended December 31, 2021.

This change was primarily attributable to the Reorganization and IPO, which resulted in $550.0 million of expense associated with unvested units granted prior to or in conjunction with the IPO to certain of our employees at TPG Partner Holdings, RemainCo, and the TPG Operating Group as well as $77.7 million of expense associated with RSUs granted to TPG employees and certain of our executives upon completion of our IPO in January 2022.

We had no such expense during the year ended December 31, 2021.

Equity-based compensation expense increased by $351.4 million, or 54%, for the year ended December 31, 2024 compared to the year ended December 31, 2023.

This change was primarily driven by an increase in compensatory equity awards under U.S.

GAAP associated with the TPG Angelo Gordon acquisition, and an increase in compensatory RSU grants to TPG employees, certain of our executives and TPG Angelo Gordon employees, as described in Note 19 to the Consolidated Financial Statements.

Performance Allocation Compensation.

Performance allocation compensation increased by $416.6 million for the year ended December 31, 2022 compared to the year ended December 31, 2021.

This change was primarily attributable to the recognition of partnership distributions to our partners and professionals as compensation expense following our IPO.

We had no such expense during the year ended December 31, 2021 as we were a private partnership.

Performance allocation compensation increased by $338.4 million, or 57%, for the year ended December 31, 2024 compared to the year ended December 31, 2023.

This change was primarily attributable to the increase in performance allocations that drives compensation attributable to our partners and professionals.

General, Administrative and Other.

General and administrative expenses increased by $101.2 million, or 21%, for the year ended December 31, 2024 compared to the year ended December 31, 2023.

This change was primarily driven by a $18.4 million increase in expenses related to our fundraising activities that are ultimately reimbursable from TPG funds, a $28.8 million increase in office overhead and other, inclusive of a $20.6 million insurance policy purchased in connection with the IPO and a $26.5 million increase of other administrative expenses.

This change was primarily driven by the increase in information technology costs, rent expenses and other administrative costs from TPG Angelo Gordon, which was acquired in November 2023.

Depreciation and Amortization.

Depreciation and amortization increased by $87.7 million for the year ended December 31, 2024 compared to the year ended December 31, 2023.

This change was primarily due to the amortization of intangible assets resulting from the acquisition of NewQuest in July 2021.

This change was primarily due to the amortization of intangible assets resulting from the acquisition of TPG Angelo Gordon in November 2023.

Interest Expense.

Interest expense increased by $5.3 million, or 33%, for the year ended December 31, 2022 compared to the year ended December 31, 2021 primarily due to higher interest rates on certain borrowings.

Expenses of Consolidated TPG Funds and Public SPACs.

Expenses of consolidated TPG Funds and Public SPACs decreased by $17.4 million, or 84%, for the year ended December 31, 2022 compared to the year ended December 31, 2021.

This change was primarily driven by a reduction in non-recurring professional services expenses as a result of business combinations associated with TPG PACE Tech Opportunities Corp.

(“PACE”) and TPG Pace Solutions Corp.

(“TPGS”) during the year ended December 31, 2021.

Interest expense increased by $49.0 million for the year ended December 31, 2024 compared to the year ended December 31, 2023 primarily due to additional interest expense on our Senior Notes and Subordinated Notes issued during the year ended December 31, 2024, as described in Note 12 to the Consolidated Financial Statements, and higher interest rates on certain borrowings.

Expenses of Consolidated Public SPACs.

Expenses of consolidated Public SPACs decreased by $1.1 million for the year ended December 31, 2024 compared to the year ended December 31, 2023.

This change was due to the redemption of all outstanding shares of the Public SPACs during the year ended December 31, 2023.

Net (Losses) Gains from Investment Activities.

Net losses from investment activities for the year ended December 31, 2022 were $110.1 million compared to a gain of $353.2 million for the year ended December 31, 2021.

This change was primarily attributable to a gain of $122.7 million recognized on the deconsolidation of PACE, a gain of $109.9 million on the deconsolidation of TPGS, and a gain of $95.0 million recognized on the acquisition of NewQuest during the year ended December 31, 2021.

Additionally, we incurred losses of $80.4 million and $25.1 million from our investments in Vacasa, Inc.

and Nerdy Inc, respectively, during the year ended December 31, 2022.

Following the Reorganization, we no longer recognize net gains or losses from certain strategic investments that were transferred to RemainCo on December 31, 2021.

Net (losses) gains from investment activities was a loss of $29.3 million for year ended December 31, 2024 compared to a gain of $6.6 million for the year ended December 31, 2023.

This change was primarily attributable to a net loss of $26.8 million from our investment in Nerdy Inc.

(“NRDY”) during the year ended December 31, 2024.

Interest, Dividends and Other.

Interest, dividends and other increased by $2.7 million, or 42%, for the year ended December 31, 2022 compared to the year ended December 31, 2021.

Net Gains (Losses) from Investment Activities of Consolidated TPG Funds and Public SPACs.

Net gains (losses) from investment activities of consolidated TPG Funds and Public SPACs had no activity during the year ended December 31, 2022 compared to a net gain of $23.4 million for the year ended December 31, 2021.

Following certain Reorganization activities, we no longer consolidate TPEP as we do not have a controlling financial interest.

Unrealized Gains on Derivative Liabilities of Public SPACs .

The $12.4 million and $211.8 million of unrealized gain on derivative instruments recognized during the year ended December 31, 2022 and 2021, respectively, were attributable to warrants issued by the consolidated Public SPAC entities and forward purchase agreements held by third parties.

The warrants held by public investors and forward purchase agreements are treated as liability instruments rather than equity instruments and subject to mark-to-market adjustments each period.

Interest, Dividends and Other of Consolidated TPG Funds and Public SPACs.

Interest, dividends and other of consolidated TPG Funds and Public SPACs decreased by $3.6 million, or 35%, for the year ended December 31, 2022 compared to the year ended December 31, 2021.

This change was primarily related to an expense reimbursement of EUR 15.0 million on the termination of a proposed business combination, recognized by TPG Pace Beneficial Finance Corp.

during the year ended December 31, 2021.

These decreases were partially offset by increased interest income resulting from higher interest rates on the balance of assets held in Trust Accounts by Consolidated Public SPACs.

Interest, dividends and other increased by $40.1 million for the year ended December 31, 2024 compared to the year ended December 31, 2023.

This change was primarily driven by additional interest income and dividend income from TPG Angelo Gordon, which was acquired in November 2023.

Investment and Other Income of Consolidated Public SPACs.

Investment and other income of consolidated Public SPACs recognized during the year ended December 31, 2023 was related to the interest income earned on the Assets held in Trust Account and the unrealized losses on derivative instruments warrants issued by the consolidated Public SPAC entities and forward purchase agreements held by third parties.

As of December 31, 2023, we no longer hold any Assets held in Trust Accounts or have any derivative liabilities associated with Public SPACs in our Consolidated Financial Statements due to the redemption of the outstanding shares of the Public SPACs during the year ended December 31, 2023.

Income Tax Expense.

Income tax expense increased by $23.4 million for the year ended December 31, 2022 compared to the year ended December 31, 2021.

This change was due to the Company now being treated as a corporation for U.S.

federal and state income taxes in connection with the Reorganization and IPO, beginning in January of 2022.

Income tax expense decreased by $8.2 million or 14% for the year ended December 31, 2024 compared to the year ended December 31, 2023 primarily due to income tax expense in connection with an increase in valuation allowance during the year ended December 31, 2023 as compared to an income tax benefit in connection with a decrease in valuation allowance during the year ended December 31, 2024, offset by an increase in certain compensation expenses that are not tax deductible incurred during the year ended December 31, 2024.

Unaudited Condensed Consolidated Statements of Financial Condition (U.S.

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Other assets 807,013 475,808

Assets of consolidated Public SPACs — 659,189

Total assets $ 10,535,109 $ 9,369,672

Liabilities, Redeemable Equity and Equity

Liabilities and Equity

Debt obligations $ 1,281,984 $ 945,052

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Other liabilities 819,476 824,259

Liabilities of consolidated Public SPACs — 23,653

Total liabilities 6,943,120 6,008,538

Redeemable equity from consolidated Public SPACs $ — $ 653,635

Class A common stock $0.001 par value, 2,340,000,000 shares authorized (109,211,355 and 80,596,501 shares issued and outstanding as of December 31, 2024 and December 31, 2023, respectively) 109 80

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Additional paid-in-capital 970,719 613,476

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

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

Accumulated deficit (186,983) (34,681)

Non-controlling interests 2,807,888 2,781,977

Total equity 3,591,989 3,361,134

Total liabilities, redeemable equity and equity $ 9,369,672 $ 7,941,738

Cash and cash equivalents decreased $442.3 million during the year ended December 31, 2023 primarily due to the acquisition of Angelo Gordon.

The acquisition resulted in cash paid of $740.7 million, which is comprised of $270.7 million of cash on hand and $470.0 million of proceeds from drawing on our Senior Unsecured Revolving Credit Facility.

This is partially offset by cash and cash equivalents acquired in the transaction of $383.9 million.

Investments increased $1,394.2 million during the year ended December 31, 2023 primarily attributable the acquisition of Angelo Gordon of $1,046.4 million.

Investments also increased due to net capital allocation-based income of $855.3 million, which was partially offset by net proceeds from performance allocations of $582.2 million.

Goodwill and intangible assets increased $719.2 million for the year ended December 31, 2023, primarily due to the acquisition of Angelo Gordon.

As a result of the acquisition, we recognized $547.5 million of intangible assets and $205.9 million of goodwill.

Debt obligations increased $500.5 million during the year ended December 31, 2023 primarily due to borrowings on our Senior Unsecured Revolving Credit Facility used to finance the Angelo Gordon acquisition.

Accrued performance allocation compensation increased $826.2 million for the year ended December 31, 2023, primarily attributable the acquisition of Angelo Gordon of $745.0 million and net increases in performance fee compensation expense of $591.7 million, partially offset by settlements of performance allocation compensation of $497.8 million during the year ended December 31, 2023.

Other liabilities increased $500.0 million for the year ended December 31, 2023.

The majority of the change is attributable to the acquisition of Angelo Gordon which resulted in $99.9 million of lease obligations, $80.3 million of accounts payable and accrued expenses, and $83.3 million of repurchase agreement liabilities as of December 31, 2023.

In addition, we recorded contingent consideration related to the acquisition valued at $156.3 million, as well as $73.8 million in amounts payable to the sellers of Angelo Gordon.

Redeemable equity from consolidated Public SPACs decreased $653.6 million primarily due to the redemption of Class A ordinary shares of YTPG and AFTR during the year ended December 31, 2023.

See Note 15 to our Consolidated Financial Statements.

Total equity increased $275.3 million, primarily due to the Common Units granted at fair value of $233.9 million in connection with the Angelo Gordon acquisition, as well as net income for the year ended December 31, 2023 of $23.4 million offset by payments of dividends and distributions to our Class A common stockholders and to holders of non-controlling interests in subsidiaries.

Total liabilities and equity $ 10,535,109 $ 9,369,672

Cash and cash equivalents increased $142.8 million during the year ended December 31, 2024 primarily due to $351.0 million of proceeds from our Senior Notes and Subordinated Notes offerings and our 364-Day Credit Facility, net of repayment of our outstanding borrowings under our Senior Unsecured Revolving Credit Facility and Senior Unsecured Term Loan, and cash generated from our operating activities, partially offset by payments of dividends and distributions to our Class A common stockholders and to holders of non-controlling interests in subsidiaries.

Investments increased $779.2 million during the year ended December 31, 2024 primarily due to net capital allocation-based income of $1,413.0 million and purchases of $862.8 million, which were partially offset by proceeds of $1,460.5 million.

Other assets increased $331.2 million during the year ended December 31, 2024 primarily due to the deferred tax assets recorded in connection with the exchange of Common Units described in Note 20 to the Consolidated Financial Statements.

Debt obligations increased $336.9 million during the year ended December 31, 2024 primarily due to the Senior Notes and Subordinated Notes offerings and borrowings under our 364-Day Credit Facility, offset by repayment of our outstanding borrowings under our Senior Unsecured Revolving Credit Facility and Senior Unsecured Term Loan.

Due to affiliates increased $322.0 million during the year ended December 31, 2024 primarily due to an increase of $308.9 million in expected payments to be made in future years in connection with certain exchanges of Common Units for Class A common stock subject to our Tax Receivable Agreement.

Accrued performance allocation compensation increased $280.5 million for the year ended December 31, 2024, primarily attributable to net increases in performance fee compensation expense of $930.1 million, partially offset by settlements of performance allocation compensation of $639.7 million during the year ended December 31, 2024.

Non-GAAP Financial Measures

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GAAP net income computed in accordance with U.S.

GAAP in that it does not include (i) unrealized performance allocations and related compensation and benefit expense, (ii) unrealized investment income, (iii) equity-based compensation expense, (iv) net income (loss) attributable to non-controlling interests in consolidated entities, or (v) certain other items, such as contingent reserves.

GAAP in that it does not include (i) unrealized performance allocations and related compensation expense, (ii) unrealized investment income, (iii) equity-based compensation expense, (iv) net income (loss) attributable to non-controlling interests in consolidated entities, or (v) certain other items, such as contingent reserves.

While we believe that the inclusion or exclusion of the aforementioned U.S.

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After-tax Distributable Earnings (“After-tax DE”) is a non-GAAP performance measure of our distributable earnings after reflecting the impact of income taxes.

We use it to assess how income tax expense affects amounts available to be distributed to our Class A common stock holders and Common Unit holders.

We use it to assess how income tax expense affects amounts available to be distributed to our Class A common stockholders and Common Unit holders.

After-tax DE differs from U.S.

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GAAP income tax expense adjusted to include only the current tax expense (benefit) calculated on U.S.

GAAP net income before income tax and includes the current payable under our Tax Receivable Agreement, which is recorded within other liabilities in our Consolidated Statements of Financial Condition.

GAAP net income before income tax and includes the current payable under our Tax Receivable Agreement, which is recorded within due to affiliates and other liabilities in our Consolidated Statements of Financial Condition.

Further, the current tax expense (benefit) utilized when determining After-tax DE reflects the benefit of deductions available to the Company on certain expense items that are excluded from the underlying calculation of DE, such as equity-based compensation charges.

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Fee-Related Revenues .

Fee-related revenues is a component of FRE.

Fee-related revenues (“FRR”) is a component of FRE.

Fee-related revenues is comprised of (i) management fees, (ii) fee-related performance revenues, (iii) transaction, monitoring and other fees, net, and (iv) other income.

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(i) measured and expected to be received on a recurring basis and (ii) not dependent on realization events from the underlying investments.

Fee-related revenue differs from revenue computed in accordance with U.S.

Fee-related revenues differs from revenue computed in accordance with U.S.

GAAP in that it excludes certain reimbursement expense arrangements.

Refer to “—Reconciliation to U.S.

GAAP Measures” to the comparable line items on the combined statements of operations.

GAAP Measures” to the comparable line items on the Consolidated Statements of Operations.

Fee-Related Expenses .

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Refer to “—Reconciliation to U.S.

GAAP Measures” to the comparable line items on the combined statements of operations.

GAAP Measures” to the comparable line items on the Consolidated Statements of Operations.

Fee-related revenues and fee-related expenses are presented separately in our calculation of non-GAAP measures in order to better illustrate the profitability of our FRE.

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Year Ended December 31,

2023 2022 2021

($ in thousands)

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After-Tax Distributable Earnings $ 837,275 $ 585,306 (1)

$ 700,263 $ 1,239,863

(1) Includes amounts from TPG Angelo Gordon from November 1, 2023, the date of the Acquisition, through December 31, 2023.

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Management fees increased by $447.0 million, or 38%, for the year ended December 31, 2024 compared to the year ended December 31, 2023.

This change was largely due to fee earning capital raised resulting in additional management fees of $130.9 million earned from the Capital platform, largely from the activation of TPG IX, Asia VIII and THP II in the third quarter of 2022, partially offset by a decrease of $36.7 million in Asia VII.

Management fees also increased $50.5 million and $33.6 million due to the additional fees earned from TPG AG Credit and TPG AG Real Estate, respectively, which we acquired in November 2023.

Management fees generated from the Impact platform increased $21.5 million, primarily due to the activation of Rise III in the second quarter of 2022.

Management fees for the Growth platform increased $13.7 million primarily from additional actively invested capital in TTAD II, and the activation of LSI in the first quarter of 2023.

This change was primarily driven by the increase of $436.6 million in management fees from TPG Angelo Gordon, acquired in November 2023.

During the year ended December 31, 2024, we recorded $311.0 million in fees from TPG AG Credit, primarily driven by MVP Fund, MMDL III, MMDL IV and Credit Solutions II, and $209.6 million from TPG AG Real Estate, primarily driven by Realty Value XI, Realty Value X, Asia Realty V, Europe Realty IV, Net Lease Realty III and Net Lease Realty IV.

Management fees from our Capital platform increased $0.6 million during the year ended December 31, 2024.

Fee earning capital raised during the year ended December 31, 2024 resulted in additional fees from Asia VIII, partially offset by catch-up fees earned during the fourth quarter of 2023 from TPG IX and realizations from TPG AAF in the third quarter of 2023.

Management fees from our Growth platform increased $12.0 million mainly due to Growth VI, which was activated during the fourth quarter of 2023, partially offset by a decrease in fees from Growth V largely due to a step down in fee basis from committed to invested capital during the first quarter of 2024.

Management fees from our Impact platform decreased $2.4 million, primarily attributable to Rise Climate I, which had a step down in fee basis from committed to invested capital during the fourth quarter of 2024, partially offset by additional fees from Rise Climate II, which was activated during the third quarter of 2024.

Management fees from our Real Estate platform decreased $8.5 million primarily due to TREP III, which had a step down in fee basis from committed to invested capital in the second quarter of 2023.

Management fees from our Market Solutions platform increased $8.8 million primarily due to TGS and NewQuest V as a result of additional fee earning capital raised during the twelve months ended December 31, 2024, partially offset by a decrease in fees from TPEP as a result of a decrease in fee earning AUM.

Certain management fees totaling $50.4 million earned during the year ended December 31, 2024, were considered catch-up fees as a result of additional capital commitments from limited partners.

Catch-up fees primarily consisted of $21.9 million for Asia VIII and $8.7 million for TGS.

Fee-related Performance Revenues

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TPG AG Credit $ 33,032 $ 1,642

Real Estate — 5,182

Total Fee-Related Performance Revenues $ 33,032 $ 1,642 (1)

(1) Includes amounts from TPG Angelo Gordon from November 1, 2023, the date of the Acquisition, through December 31, 2023.

Fee-related performance revenues decreased $3.5 million for the year ended December 31, 2023 compared to the year ended December 31, 2022.

Performance revenues for the year ended December 31, 2022 related to incentive fees earned from TRTX in our Real Estate platform.

Fee-related performance revenues increased $31.4 million for the year ended December 31, 2024 compared to the year ended December 31, 2023 due to the addition of TCAP and an MMDL SMA as part of the acquisition of TPG Angelo Gordon in November 2023.

Transaction, Monitoring and Other Fees, Net

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TPG AG Real Estate 2,119 105

Real Estate 1,895 —

Market Solutions 125,922 97,899

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(1) Includes amounts from TPG Angelo Gordon from November 1, 2023, the date of the Acquisition, through December 31, 2023.

Total other income increased by $2.1 million, or 4%, for the year ended December 31, 2023 compared to the year ended December 31, 2022.

Total other income decreased by $24.1 million, or 49%, for the year ended December 31, 2024 compared to the year ended December 31, 2023 primarily due to lower income from our former affiliate.

As of April 2024, the contracts to provide services to such party have ended.

Fee-Related Expenses

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(1) Includes amounts from TPG Angelo Gordon from November 1, 2023, the date of the Acquisition, through December 31, 2023.

Total cash-based compensation and benefits, net increased by $59.3 million, or 15%, for the year ended December 31, 2023 compared to the year ended December 31, 2022.

This change was primarily due to an increase in salaries of $39.6 million and benefits and other of $12.1 million as a result of headcount growth due to the acquisition of TPG Angelo Gordon.

Total cash-based compensation and benefits, net also increased due to an increase of $16.2 million in bonuses, primarily due to bonus expense for TPG Angelo Gordon.

Total cash-based compensation and benefits, net increased by $236.7 million, or 52%, for the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily driven by the increase in headcount due to the acquisition of TPG Angelo Gordon in November 2023.

These increases were partially offset by an increase in compensation reimbursements related to services provided to certain fund and portfolio companies of $16.1 million.

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(1) Includes amounts from TPG Angelo Gordon from November 1, 2023, the date of the Acquisition, through December 31, 2023.

Total fee-related performance compensation increased by $1.4 million for the year ended December 31, 2023 compared to the year ended December 31, 2022.

Total fee-related performance compensation increased by $15.1 million for the year ended December 31, 2024 compared to the year ended December 31, 2023 due to fees generated by TCAP and certain SMAs, which were part of the acquisition of TPG Angelo Gordon in November 2023.

Operating Expenses, Net

Operating expenses, net includes general and administrative expenses as well as reimbursements for professional services and travel expenses related to investment management and advisory services provided to investment funds that we manage and monitoring services provided to our portfolio companies.

Operating expenses, net were $277.3 million and $239.2 million for the year ended December 31, 2023 and 2022, respectively, with the increase of $38.1 million primarily due to an increase in professional fees of $22.9 million, travel expenses of $8.2 million, and other administrative expenses of $7.0 million.

Operating expenses, net were $361.7 million and $277.3 million for the years ended December 31, 2024 and 2023, respectively, with the increase of $84.5 million primarily driven by the increase in information technology costs, rent expenses and other administrative costs from TPG Angelo Gordon, which was acquired in November 2023.

Realized Performance Allocations, Net

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(1) Includes amounts from TPG Angelo Gordon from November 1, 2023, the date of the Acquisition, through December 31, 2023.

Realized performance allocations, net of $74.0 million for the year ended December 31, 2023 were largely generated from realizations of $39.5 million from TPG AAF and $14.9 million from TPG VIII in the Capital platform, $6.6 million from TPEP in the Market Solutions platform, and $4.1 million from TREP III within the Real Estate platform.

Realizations also include $5.6 million primarily from MVP Fund in TPG AG Credit.

This activity included realizations sourced from portfolio companies such as Creative Artists Agency, DirecTV and Alloy Properties.

Realized performance allocations, net of $194.6 million for the year ended December 31, 2024 were largely generated from realizations of $48.3 million from TPG VIII and $11.5 million from TPG VII in the Capital platform, $27.9 million from Growth IV in the Growth platform, $17.8 million from Rise Climate I in the Impact platform, and $14.4 million from MVP Fund and $13.5 million from MMDL IV in TPG AG Credit.

This activity included realizations sourced from portfolio companies such as Global Music Rights, Azoff Music, Nextracker, DirecTV and Viking Cruises.

Realized Investment Income and Other, Net

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($ in thousands)

Investments in TPG funds $ 27,543 $ 82,174

Investments in funds $ 27,882 $ 27,543

Non-core income (expense) (35,585) (74,784)

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(1) Includes amounts from TPG Angelo Gordon from November 1, 2023, the date of the Acquisition, through December 31, 2023.

Realized investment income and other, net decreased by $89.3 million, or 212%, due to lower realizations of $54.6 million from investments in funds we manage, plus additional non-core expenses of $34.6 million primarily driven by the Acquisition.

Depreciation expense increased $2.0 million, or 44%, for the year ended December 31, 2023 compared to the year ended December 31, 2022.

Realized investment income and other, net increased by $39.5 million, or 84%, due to a decrease in non-core expenses of $39.2 million.

Depreciation expense increased $13.8 million for the year ended December 31, 2024 compared to the year ended December 31, 2023 primarily due to the acquisition of TPG Angelo Gordon.

Interest Expense, Net

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(1) Includes amounts from TPG Angelo Gordon from November 1, 2023, the date of the Acquisition, through December 31, 2023.

The decrease in interest expense, net during the year ended December 31, 2023 compared to the year ended December 31, 2022 was primarily due to higher interest income from interest earned on cash and cash equivalents, partially offset by higher interest rates on certain borrowings and increased interest expense on draws under our Senior Unsecured Revolving Credit Facility to partially fund the Acquisition.

Distributable Earnings

The decrease in DE for the year ended December 31, 2023 compared to the year ended December 31, 2022 was primarily due to lower realized performance allocations, net, partially offset by a 34% increase in our Fee-Related Earnings.

Income taxes decreased $17.0 million for the year ended December 31, 2023 compared to the year ended December 31, 2022, driven by lower realized performance allocations, net.

Year Ended December 31, 2022 Compared to Year Ended December 31, 2021

Fee-Related Revenues

Fee-related revenues increased by $218.9 million, or 25%, for the year ended December 31, 2022 compared to the year ended December 31, 2021.

The increase was primarily due to additional management fees of $211.5 million and fee-related performance revenues of $5.2 million.

Management Fees

The following table presents management fees in our platforms for the years ended December 31, 2022 and 2021:

Year Ended December 31,

($ in thousands)

Capital $ 382,992 $ 335,376

Impact 179,742 106,096

Real Estate 153,908 70,442

Growth 141,735 142,388

Market Solutions 71,483 64,062

Total Management Fees $ 929,860 $ 718,364

Management fees increased by $211.5 million, or 29%, for the year ended December 31, 2022 compared to the year ended December 31, 2021.

This change was largely due to fee earning capital raised resulting in additional management fees of $83.5 million earned from the Real Estate platform, primarily as a result of the activation of TREP IV during the first quarter of 2022.

Management fees generated from the Impact platform increased $73.6 million, due to the activation of

Rise Climate in the third quarter of 2021, and Rise III in the second quarter of 2022.

The Capital platform had an increase of $47.6 million in management fees, largely from the activation of both TPG IX and Asia VIII in the third quarter of 2022, partially offset by a decrease of $30.0 million in TPG VII.

The Market Solutions platform also contributed $7.4 million to the overall management fee increase primarily due to the acquisition of NewQuest in July 2021.

Certain management fees earned during the year ended December 31, 2022 were considered catch-up fees as a result of additional capital commitments from limited partners to Rise Climate and TTAD II in the amount of $2.8 million.

Fee-related Performance Revenues

The following table presents fee-related performance revenues for the years ended December 31, 2022 and 2021:

Year Ended December 31,

($ in thousands)

Real Estate $ 5,182 $ —

Total Fee-Related Performance Revenues $ 5,182 $ —

Fee-related performance revenues increased $5.2 million for the year ended December 31, 2022 compared to the year ended December 31, 2021, attributable to the Real Estate platform driven by TRTX incentive fees.

Transaction, Monitoring and Other Fees, Net

The following table presents transaction, monitoring and other fees, net in our platforms for the years ended December 31, 2022 and 2021:

Year Ended December 31,

($ in thousands)

Market Solutions $ 91,425 $ 91,737

Impact 6,730 4,264

Capital 5,094 5,545

Growth 647 495

Total Transaction, Monitoring and Other Fees, Net $ 103,896 $ 102,041

Transaction, monitoring and other fees, net increased by $1.9 million, or 2%, for the year ended December 31, 2022 compared to the year ended December 31, 2021.

The following table presents other income for the years ended December 31, 2022 and 2021:

Year Ended December 31,

($ in thousands)

Former affiliate funds $ 27,915 $ 38,942

Other income 19,154 2,570

Other investments — 5,161

Total Other Income (1)

$ 47,069 $ 46,673

(1) Includes other income of $13.5 million during the year ended December 31, 2021, generated by certain other investments that were transferred to RemainCo as Excluded Assets on December 31, 2021.

Accordingly, there was no impact for the year ended December 31, 2022.

Total other income increased by $0.4 million, or 1%, for the year ended December 31, 2022 compared to the year ended December 31, 2021.

This change primarily resulted from an increase in income earned from RemainCo under the RemainCo administrative agreement, offset by the transfer of certain of our strategic investments to RemainCo on December 31, 2021.

Fee-Related Expenses

Fee-related expenses decreased by $56.4 million, or 8%, for the year ended December 31, 2022 compared to the year ended December 31, 2021, comprised primarily of lower cash-based compensation and benefits, net of $128.4 million partially offset by increased operating expenses, net of $72.1 million.

Cash-Based Compensation and Benefits, Net

The following table presents cash-based compensation and benefits, net for the years ended December 31, 2022 and 2021:

Year Ended December 31,

($ in thousands)

Salaries $ 197,587 $ 169,552

196,083 342,276

Benefits and other 71,061 71,065

Reimbursements (71,764) (61,480)

Total Cash-Based Compensation and Benefits, Net

$ 392,968 $ 521,413

(1) Includes bonus compensation of $140.3 million during the year ended December 31, 2021 for TPG senior professionals.

Total cash-based compensation and benefits, net decreased by $128.4 million, or 25%, for the year ended December 31, 2022 compared to the year ended December 31, 2021.

This change was primarily due to a decrease in bonuses of $146.2 million as a result of certain TPG senior professionals no longer receiving discretionary bonuses, and increased compensation reimbursements related to services provided to certain fund and portfolio companies.

The decrease was partially offset by increased salaries of $28.0 million driven by firm headcount expansion.

Operating Expenses, Net

Operating expenses, net includes general and administrative expenses as well as reimbursements for professional services and travel expenses related to investment management and advisory services provided to TPG funds and monitoring services provided to our portfolio companies.

Operating expenses, net were $239.2 million and $167.1 million for the year ended December 31, 2022 and 2021, respectively, with the increase of $72.1 million primarily due to an increase in professional fees of $26.1 million, travel expenses of $19.8 million, and other administrative expenses of $26.3 million.

Realized Performance Allocations, Net

The following table presents realized performance allocations, net from our platforms for the years ended December 31, 2022 and 2021:

Year Ended December 31,

($ in thousands)

Capital $ 250,382 $ 725,171

Impact 15,961 568

Growth 13,681 234,025

Real Estate 1,110 27,707

Market Solutions 1,249 12,132

Total Realized Performance Allocations, Net (1)

$ 282,383 $ 999,603

(1) Includes realized performance allocation, net of $794.9 million during the year ended December 31, 2021 attributable to the TPG Operating Group Excluded entities.

As previously described herein, these entities’ performance allocations are not a component of distributable earnings beginning in the fiscal year ending December 31, 2022.

Realized performance allocations, net of $282.4 million for the year ended December 31, 2022 were largely generated from realizations of $191.8 million from TPG VII, $25.9 million from TPG VIII and $19.4 million from Asia VII within the Capital platform.

Realizations within the Impact platform of $16.0 million were generated from Rise I.

This activity consisted of realizations sourced from portfolio companies including McAfee, Wind River, Kelsey-Seybold Clinics, Greencross, and DirecTV.

Realized performance allocations, net of $999.6 million for the year ended December 31, 2021 were largely generated from realizations in TPG VII of $501.6 million, TPG VI of $173.5 million and Asia VI of $28.4 million in the Capital platform.

Realizations from the Growth platform were generated from Growth III of $131.2 million, Growth II of $35.8 million, Biotech III of $27.8 million, TSI of $24.0 million and TTAD I of $11.2 million.

Realizations from the Real Estate platform were generated from Real Estate II of $24.5 million.

The activity consisted of realizations sourced from portfolio companies including Astound, Kindred at Home, Transplace Holdings, Creative Artists Agency, DirecTV and Medical Solutions.

Realized Investment Income and Other, Net

The following table presents realized investment income and other, net for the years ended December 31, 2022 and 2021:

Year Ended December 31,

($ in thousands)

Investments in TPG funds $ 82,174 $ 111,151

Other investments — 23,647

Non-core income (expense) (40,136) (42,078)

Total Realized Investment Income and Other, Net (1)

$ 42,038 $ 92,720

(1) Includes realized investment income and other, net of $26.0 million during the year ended December 31, 2021 generated by certain other investments that were transferred to RemainCo as of December 31, 2021.

Realized investment income and other, net decreased by $50.7 million, or 55%, resulting from lower realizations of $29.0 million from our investments in TPG funds and the transfer of certain of our strategic investments to RemainCo on December 31, 2021.

Depreciation expense decreased $2.2 million, or 32%, for the year ended December 31, 2022 compared to the year ended December 31, 2021.

Interest Expense, Net

The following table presents interest expense, net for the years ended December 31, 2022 and 2021:

Year Ended December 31,

($ in thousands)

Interest expense $ 21,601 $ 15,728

Interest (income) (7,806) (800)

Interest Expense, Net $ 13,795 $ 14,928

The decrease in interest expense, net during the year ended December 31, 2022 compared to the year ended December 31, 2021 was primarily due to higher interest income from interest earned on cash and cash equivalents, partially offset by higher interest rates on certain borrowings.

The increase in interest expense, net during the year ended December 31, 2024 compared to the year ended December 31, 2023 was primarily due to additional interest expense on our Senior Notes and Subordinated Notes issued during 2024.

Distributable Earnings

The decrease in DE for the year ended December 31, 2022 compared to the year ended December 31, 2021 was primarily due to lower realized performance allocations, net, partially offset by a 154% increase in our Fee-Related Earnings.

Income taxes increased $50.3 million for the year ended December 31, 2022 compared to the year ended December 31, 2021.

The increase in income taxes is a result of the Company being subject to federal income taxes subsequent to the Reorganization and IPO.

The increase in Distributable Earnings for the year ended December 31, 2024 compared to the year ended December 31, 2023 was primarily due to a 26% increase in our Fee-Related Earnings and an increase in realized performance allocations, net, partially offset by an increase in interest expense, net.

Income taxes increased $14.7 million for the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily due to an increase in distributable earnings allocable to TPG Inc.

Unaudited Non-GAAP Balance Sheet Measures

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Additionally, the book assets, book liabilities and net book value include the tax assets and liabilities of TPG Inc.

We utilize these measures to assess the unrealized value of our book assets after deducting for book liabilities as well as assess our indirect interest in accrued performance allocations from our TPG funds and our co-investments in TPG funds and third-party investments.

We utilize these measures to assess the unrealized value of our book assets after deducting for book liabilities as well as assess our indirect interest in accrued performance allocations from our funds and our co-investments in our funds and third-party investments.

We believe these measures are useful to investors as they provide additional insight into the net assets of the TPG Operating Group on a deconsolidated basis.

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Net Book Value $ 2,352,379 $ 2,321,075

During the year ended December 31, 2023, net book value increased primarily due to vested equity interest of $233.9 million recognized in connection with the acquisition of Angelo Gordon.

Net book value also increased due to increases in net accrued performance and investments in funds, primarily associated with TPG VIII, Rise Climate, Growth V, Growth IV and THP I.

This was partially offset by the distribution of proceeds received during the year ended December 31, 2023 from TPG AAF and TPG VIII.

During the year ended December 31, 2024, net book value increased as a consequence of net income exceeding distribution and other equity transactions including tax payments on RSU settlements and the payment of dividend equivalents.

Net income was driven by Fee Related Earnings and appreciation of accrued performance fee and coinvest positions led by TPG VII, TPG VIII, TPG IX, Growth IV, Growth V, AG Credit Solutions and AG Middle Marked Direct Lending.

Reconciliation to U.S.

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Year Ended December 31,

2023 2022 2021

($ in thousands)

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Expense reimbursements (217,049) (185,554)

Investment (income) loss and other (11,818) 5,462 21,984

Investment income and other (38,570) (11,818)

Fee-Related Revenues $ 1,831,457 $ 1,337,254

Year Ended December 31,

2023 2022 2021

($ in thousands)

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Interest expense (87,511) (38,528)

Expenses related to consolidated TPG Funds and Public SPACs (1,053) (3,316) (20,764)

Expenses related to consolidated Public SPACs — (1,053)

Expense reimbursements (217,049) (185,554)

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Year Ended December 31,

2023 2022 2021

($ in thousands)

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

Net (loss) income $ (76,915) $ 23,385

Net income attributable to redeemable interests in Public SPACs — (12,044)

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

Net income attributable to other non-controlling interests (75,529) (23,662)

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Unrealized performance allocations, net (79,935) (112,250)

Unrealized investment (income) loss (11,836) 48,796 (295,390)

Unrealized investment income (77,282) (11,836)

Unrealized gain on derivatives — (59)

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Realized performance allocations, net (194,582) (74,027)

Realized investment loss (income) and other, net 47,241 (42,038) (92,720)

Realized investment income and other, net 7,703 47,241

Depreciation expense 20,387 6,589

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Total GAAP Assets $ 10,535,109 $ 9,369,672

Impact of consolidated Public SPACs

Cash and cash equivalents — (5,097)

Assets held in Trust Account — (653,635)

Due from affiliates — (45)

Other assets — (412)

Subtotal for consolidated Public SPACs — (659,189)

Impact of other consolidated entities

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Total Book Assets $ 4,249,185 $ 3,562,274

($ in thousands) 2023 2022

Total GAAP Liabilities $ 6,943,120 $ 6,008,538

Impact of consolidated Public SPACs

Accounts payable and accrued expenses — (236)

Derivative liabilities of Public SPACs — (667)

Deferred underwriting — (22,750)

Subtotal for consolidated Public SPACs — (23,653)

Impact of other consolidated entities

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Total Book Liabilities $ 1,896,806 $ 1,241,199

Total GAAP redeemable equity from consolidated Public SPACs $ — $ 653,635

Impact of consolidated TPG Funds and Public SPACs (2)

Total Book redeemable equity from consolidated Public SPACs $ — $ —

Total GAAP Equity $ 3,591,989 $ 3,361,134

Impact of consolidated Public SPACs — 18,099

Impact of other consolidated entities (1,650,272) (1,446,074)

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GAAP financial statement amounts due to affiliates and other liabilities within accounts payable, accrued expenses and other for non-GAAP purposes.

(2) The $653.6 million redeemable equity represents ownership interest in each SPAC that is not owned by the TPG Operating Group and is presented separately from U.S.

GAAP partners’ capital in the accompanying Consolidated Financial Statements.

SUPPLEMENTAL UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION AND OTHER DATA

Defined terms included below have the same meaning as terms defined and included elsewhere in this Form 10-K.

The following unaudited pro forma condensed combined statement of operations for the year ended December 31, 2023 depicts the accounting required under U.S.

GAAP for the Acquisition, the related borrowing under the Senior Unsecured Revolving Credit Facility and certain changes in compensation arrangements assuming they occurred on January 1, 2023.

An unaudited pro forma condensed combined statement of financial condition is not presented because the Acquisition, the related borrowing under the Senior Unsecured Revolving Credit Facility and certain changes in compensation arrangements are fully reflected in the consolidated statement of financial condition of TPG Inc.

as of December 31, 2023 in this Annual Report on Form 10-K.

The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X.

Management believes this pro forma presentation is meaningful as the Acquisition is a material acquisition, which occurred close to year-end.

Pursuant to the Transaction Agreement, TPG purchased the Acquired Interests for a combination of cash, vested Common Units, the Aggregate Annual Cash Holdback Amount and the portion of the Earnout Payment not considered compensatory under U.S.

Total consideration in accordance with U.S.

GAAP was $1,145.9 million (“Purchase Price”) as described in Note 2.

All Common Units issued were accompanied by an equal number of Class B Shares.

TPG funded the cash consideration for the Acquisition by drawing $470.0 million under its Senior Unsecured Revolving Credit Facility and paid the remainder with cash on hand.

In addition to the Purchase Price, TPG issued to certain Angelo Gordon partners unvested Common Units and RSUs under the TPG Omnibus Plan, in each case as reflected in the Transaction Agreement.

The issuance of the unvested Common Units and RSUs is considered compensation under U.S.

GAAP, and is subject to ongoing service requirements intended to promote retention.

Additionally, following the consummation of the Acquisition, TPG aligned the compensation structure for Angelo Gordon partners with TPG’s, which resulted in replacing some historically received cash-based compensation with a greater share of performance allocation compensation.

The unaudited pro forma condensed combined financial information is being furnished solely for informational purposes and is not necessarily indicative of the results of operations that might have been achieved for the period indicated, nor is it necessarily indicative of the future results of the combined company.

It does not reflect potential revenue synergies or cost savings expected to be realized from the Acquisition.

No assurance can be given that cost savings or synergies will be realized at all.

The adjustments contained in the unaudited pro forma condensed combined financial information are based on currently available information and assumptions that we believe are reasonable in order to reflect, on a pro forma basis, the effect of the Acquisition, the financing and the change in compensation arrangements for Angelo Gordon subsequent to the closing of the Acquisition.

Such assumptions include, but are not limited to, the Purchase Price allocation of Angelo Gordon’s assets acquired and liabilities assumed based on fair value and post-combination compensation expense.

The unaudited pro forma condensed combined financial information does not project TPG’s results of operations for any future period or date.

The unaudited pro forma condensed consolidated financial information should be read together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the historical financial statements and related notes included elsewhere in this Annual Report on Form 10-K.

Unaudited Pro Forma Condensed Combined Statement of Operations and Other Data

For the Year Ended December 31, 2023

For the Year Ended December 31, 2023 For the period January 1 through October 31, 2023

($ in thousands, except share and per share amounts) TPG Inc.

Angelo Gordon Transaction Accounting Adjustments Notes Transaction Accounting Compensation Adjustments Notes Pro Forma Combined

Fees and other $ 1,534,626 $ 483,413 $ (464) 3 (A), (D) $ — $ 2,017,575

Capital allocation-based income (loss) 855,285 173,329 (1,046) 3 (A) — 1,027,568

Total revenues 2,389,911 656,742 (1,510) — 3,045,143

Compensation and benefits:

Cash-based compensation and benefits 547,377 338,226 — (92,720) 3 (J) 792,883

Equity-based compensation 654,922 13,438 — 267,507 3 (H) 935,867

Performance allocation compensation 591,676 83,337 — 52,880 3 (I) 727,893

Total compensation and benefits 1,793,975 435,001 — 227,667 2,456,643

General, administrative and other 482,574 245,116 839 3 (A), (E) (4,887) 3 (I) 723,642

Depreciation and amortization 47,673 8,315 70,300 3 (B) — 126,288

Interest expense 38,528 5,776 23,505 3 (C) — 67,809

Expenses of consolidated Public SPACs and Investment Funds:

Interest expense — 50,450 (50,450) 3 (A) — —

General, administrative and other — 956 (956) 3 (A) — —

Other 1,053 — — — 1,053

Total expenses 2,363,803 745,614 43,238 222,780 3,375,435

Investment income

Income (loss) from investments:

Net gains (losses) from investment activities 6,564 (3,736) — — 2,828

Interest, dividends and other 42,622 17,584 — — 60,206

Investment income of consolidated Public SPACs and Investment Funds:

Unrealized gains (losses) on derivative liabilities of Public SPACs 667 — — — 667

Net gains (losses) from consolidated fund investment activities — (12,148) 12,148 3 (A) — —

Interest, dividends and other 7,692 64,855 (64,855) 3 (A) — 7,692

Total investment income (loss) 57,545 66,555 (52,707) — 71,393

Income (loss) before income taxes 83,653 (22,317) (97,455) (222,780) (258,899)

Income tax expense 60,268 4,412 (8,266) 3 (F) (10,174) 3 (F) 46,240

Net (loss) income 23,385 (26,729) (89,189) (212,606) (305,139)

Net income attributable to redeemable equity in Public SPACs 12,044 — — — 12,044

Net loss attributable to non-controlling interests in TPG Operating Group (92,411) — (88,245) 3 (G) (178,547) 3 (H), (I) (359,203)

Net income (loss) attributable to other non-controlling interests 23,662 (1,332) 1,332 3 (G) — 23,662

Net income attributable to TPG Inc./controlling interest $ 80,090 $ (25,397) $ (2,276) $ (34,059) $ 18,358

Pro forma net income (loss) per share data:

Net income available to Class A common stock per share

Basic $ 0.89 $ 0.17

Diluted $ (0.04) $ (0.77)

Weighted-average shares of Class A common stock outstanding

Basic 80,334,871 80,596,501

Diluted 317,944,496 362,254,127

Notes to Unaudited Pro Forma Condensed Combined Financial Information

Note 1 – Basis of Presentation

The unaudited pro forma condensed combined financial information is derived from TPG’s and Angelo Gordon’s historical audited and unaudited consolidated financial statements and depicts the accounting for the Acquisition using the acquisition method of accounting in accordance with ASC 805, Business Combinations , with TPG being deemed the accounting acquirer.

ASC 805 references fair value, as defined under ASC 820, Fair Value Measurements and Disclosures .

Fair value determinations are inherently subjective, and reasonable persons evaluating the same facts and circumstances may develop different assumptions and arrive at different estimates.

The accounting for the related financing and the change in compensation arrangements is depicted under ASC 835, Interest, and ASC 718, Compensation - Stock Compensation, respectively .

Note 2 – Purchase Price

The following table provides additional information on the total Purchase Price (in thousands):

Amounts payable to seller (2)

Common Units (3)

Fair value of Aggregate Annual Cash Holdback Amount (4)

Fair value of Earnout Payment (5)

Total Purchase Price

_________________

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

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

Represents the expected difference between the Estimated Cash Consideration paid at closing and the Final Cash Consideration to be determined no later than 120 days from closing in accordance with the terms of the Transaction Agreement.

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

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

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

GAAP and not part of the Purchase Price.

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

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

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

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

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

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

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

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

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

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

Note 3 - Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Statement of Operations

(A) Reflects statement of operations activities that will not continue for the combined company, including:

Removal of amounts related to Angelo Gordon’s CLOs that were deconsolidated in Angelo Gordon’s unaudited consolidated financial statements as of June 30, 2023 in accordance with the terms of the Transaction Agreement.

Such activities include:

Removal of interest expense of $50.5 million, general, administrative and other of $1.0 million and total net investment income of $52.7 million for the year ended December 31, 2023.

Recognition of $3.0 million in management fee income (before the management fee reduction adjustment in Note (D)) and $1.0 million of capital allocation-based loss for the year ended December 31, 2023.

Removal of $1.3 million recorded within Angelo Gordon’s general, administrative and other expenses, related to an insurance policy for a founder partner of Angelo Gordon that did not continue after closing.

(B) The following table presents the amortization expense of the acquired finite lived intangible assets following the consummation of the Acquisition (refer to Note 3 to our Consolidated Financial Statements for estimated fair values and useful lives):

($ in thousands) Year Ended December 31, 2023

Trade name $ 2,818

Technology 11,500

Acquired carried interest 30,615

Investment management agreements 34,761

Non-compete agreements 4,667

Related intangible amortization recorded within historical TPG financials:

Total amortization pro forma adjustment $ 70,300

(C) Reflects an adjustment to interest expense of $25.2 million for the year ended December 31, 2023 related to the $470.0 million draw on the Company’s Senior Unsecured Revolving Credit Facility using an estimated effective interest rate of 6.54% per annum based on the terms of the facility.

The effective interest rate is based on the one-month SOFR plus 110 basis points.

The portion of historical unused commitment fee was reversed, partially offsetting the increase in interest expense.

A 0.25% change in the interest rate of the Senior Unsecured Revolving Credit Facility would cause a corresponding increase or decrease in interest expense of $1.2 million for the year ended December 31, 2023.

This adjustment also reflects the removal of interest expense of $1.7 million for the year ended December 31, 2023 as a result of the repayment and termination of an Angelo Gordon credit facility prior to closing.

(D) Represents the reduction of management fee income related to a certain fund where TPG did not acquire 100% of the on-going management fee stream.

This arrangement results in a reduction of management fees of $3.5 million for the year ended December 31, 2023.

(E) Represents the net increase of Angelo Gordon lease expense of $2.1 million for the year ended December 31, 2023, as a result of remeasuring Angelo Gordon’s right of use asset and lease liability balances in conjunction with the Acquisition.

(F) TPG Operating Group has been and is expected to continue to be treated as partnerships for U.S.

federal and state income tax purposes.

Following the Acquisition, the income from the Acquired Interests allocable to TPG Inc.

from its ownership interest in the TPG Operating Group, is subject to U.S.

federal income taxes and local income taxes.

As a result, the unaudited pro forma condensed combined financial information reflects adjustments to income tax expense to incorporate the income tax effects in connection with the additional allocable income from the Acquired Interests and the transaction accounting adjustments attributable to TPG Inc.

at a blended statutory income tax rate of 23.0%.

The blended statutory income tax rate was calculated on a pro forma basis, assuming the U.S.

federal rate currently in effect of 21% and the statutory income tax rates applicable to each state and local jurisdiction where we estimate our income will be taxable.

The applicable blended statutory tax rate used for the unaudited pro forma condensed combined financial information will likely vary from the actual effective tax rates in future periods subsequent to the Acquisition.

The following table summarizes pro forma income tax expense associated with Transaction Accounting Adjustments:

($ in thousands) Year Ended December 31, 2023

Additional allocable income from the Acquired Interests $ (25,397)

Transaction Accounting Adjustments attributable to TPG Inc.

Additional net income attributable to TPG Inc.

effective tax rate 23.0 %

Total income tax expense pro forma adjustment associated with Transaction Accounting Adjustments $ (8,266)

The following table summarizes pro forma income tax expense associated with Transaction Accounting Compensation Adjustments:

($ in thousands) Year Ended December 31, 2023

Transaction Accounting Compensation Adjustments attributable to TPG Inc.

effective tax rate 23.0 %

Total income tax expense pro forma adjustment associated with Transaction Accounting Compensation Adjustments $ (10,174)

(G) For purposes of the unaudited pro forma condensed combined statement of operations, TPG owns approximately 25.31% of the Common Units, while non-controlling interest holders of the TPG Operating Group, including former Angelo Gordon partners who received Common Units, own the remaining 74.69% for the year ended December 31, 2023.

The following table presents the calculation of the pro forma income attributable to other non-controlling interests in the TPG Operating Group:

($ in thousands) Year Ended December 31, 2023

Loss before provision for income taxes $ (258,899)

Provision for local and foreign income taxes 64,680

Net income attributable to redeemable equity in Public SPACs 12,044

Allocable Income (335,623)

Net loss attributable to non-controlling interest in TPG Operating Group and its consolidated subsidiaries (359,203)

Net income attributable to other non-controlling interests 23,662

TPG Inc.’s income before provision for income taxes in the TPG Operating Group (82)

Provision for income taxes (18,440)

Net income attributable to TPG Inc.

In order to reflect the net loss attributable to non-controlling interests in TPG Operating Group and to adjust historical allocations of loss to non-controlling interests for Angelo Gordon, we made pro forma adjustments of $88.2 million and $1.3 million, respectively, for the year ended December 31, 2023.

Transaction Accounting Adjustment - Compensation Adjustments

As described in the summary of the Acquisition above, TPG issued unvested Common Units and RSUs to Angelo Gordon partners that are considered compensatory under U.S.

GAAP and are not included in the Purchase Price.

Such offering of equity instruments is considered a separate transaction entered into between TPG and Angelo Gordon and is therefore presented separately from the Acquisition.

(H) At Closing, TPG issued to certain partners approximately 43.8 million unvested Common Units.

TPG also granted approximately 7.0 million RSUs to certain partners and professionals out of a pool of 8.4 million RSUs.

The unvested Common Units and RSUs were determined to be compensatory for the combined company.

The unvested Common Units and RSUs will generally vest over five years, subject to the recipient’s continued provision of services to the combined company through the vesting date.

A total grant date fair value of $1,110.4 million for the unvested Common Units will be recognized as post-combination compensation expense during the periods in which the Angelo Gordon partners provide services.

The grant date fair value of the unvested Common Units is based on the same inputs as the vested Common Units as detailed in Note 2.

The issuance of such unvested Common Units results in the recognition of an additional $186.9 million of compensation expense for year ended December 31, 2023.

A total grant date fair value of $201.8 million for the RSUs will be recognized as post-combination compensation expense during the periods in which the Angelo Gordon partners and employees provide services.

The grant date fair value of the RSUs is based on the closing price for the shares of Class A common stock on the grant date.

The RSU grants result in the recognition of an additional $31.9 million of compensation expense for the year ended December 31, 2023.

Additionally, post-combination expense is recognized for the portion of the Earnout Payment that requires provision of on-going services from Angelo Gordon partners.

As the Earnout Payment contains both a performance condition and a requisite service period, the Company recognizes compensation expense using the accelerated attribution method.

The compensatory portion of the Earnout Payment results in the recognition of an additional $62.1 million of compensation expense for the year ended December 31, 2023.

Angelo Gordon historical equity-based compensation of $13.4 million for the year ended December 31, 2023 is reversed.

(I) Reflects the additional performance allocation income that is attributed to certain partners of Angelo Gordon as a result of an additional 30% increase in their share of performance allocations.

Approximately $52.9 million for the year ended December 31, 2023 is reflected as additional performance allocation compensation allocated to those Angelo Gordon partners and professionals.

Within this amount, approximately $4.9 million represents cash amounts paid to certain legacy interest holders of Angelo Gordon, which were reflected within General, administrative and other expenses during the year ended December 31, 2023.

(J) Reflects the reduction of cash-based bonuses that were historically paid to certain Angelo Gordon partners and professionals and reflected within compensation and benefits, net.

After the Acquisition, the share of performance allocations to certain Angelo Gordon partners and professionals increased to approximately 80%.

Additionally, share-based compensation was granted to such partners in the form of unvested Common Units (as discussed in Note (H).

The reduction of cash-based bonuses amounts to $92.7 million for year ended December 31, 2023.

Note 4 - Earnings Per Share

The following table presents a reconciliation of the numerator and denominator used to compute pro forma basic and diluted net income (loss) per share (in thousands, except share and per share data):

December 31, 2023

Pro forma basic net income per share:

Net income attributable to redeemable equity in Public SPACs

Net loss attributable to non-controlling interests in TPG Operating Group

Net income attributable to other non-controlling interests

Net income attributable to Class A Common Stockholders prior to distributions 18,358

Reallocation of earnings to unvested participating restricted stock units(a) (5,024)

Net income attributable to Class A Common Stockholders - Basic 13,334

Reallocation of loss from participating securities assuming exchange of Common Units

Net loss attributable to Class A Common Stockholders - Diluted

Class A Common Stock outstanding - Basic (1)

Exchange of Common Units to Class A Common Stock (2)

Shares of Common Stock Outstanding - Diluted

Net income (loss) available to Class A common stock per share

Diluted $ (0.77)

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Represents the Class A Common Stock outstanding at Transaction closing.

The assumed exchange of Common Units to Class A Common Stock includes closing Common Units of 228.7 million and 53.0 million vested and unvested Common Units granted to the Angelo Gordon partners upon consummation of the Acquisition.

In computing the dilutive effect, if any, that share-based awards would have on earnings per share, TPG considers the reallocation of net income between holders of its Class A Shares and non-controlling interests.

Unaudited Pro Forma Non-GAAP Financial Measures

Distributable Earnings .

DE is used to assess performance and amounts potentially available for distributions to partners.

DE is derived from and reconciled to, but not equivalent to, its most directly comparable U.S.

GAAP measure of net income.

DE differs from U.S.

GAAP net income computed in accordance with U.S.

GAAP in that it does not include (i) unrealized performance allocations and related compensation and benefit expense, (ii) unrealized investment income, (iii) equity-based compensation expense, (iv) net income (loss) attributable to non-controlling interests in consolidated entities or (v) certain non-cash items, such as contingent reserves.

While TPG and Angelo Gordon believe that the inclusion or exclusion of the aforementioned U.S.

GAAP income statement items provides investors with a meaningful indication of core operating performance, the use of DE without consideration of the related U.S.

GAAP measures is not adequate due to the adjustments described herein.

This measure supplements U.S.

GAAP net income and should be considered in addition to and not in lieu of the results of operations presented in accordance with U.S.

After-Tax Distributable Earnings .

After-tax DE is a non-GAAP performance measure of our distributable earnings after reflecting the impact of income taxes.

We use it to assess how income tax expense affects amounts available to be distributed to holders of our Class A Shares and Common Unit holders.

After-tax DE differs from U.S.

GAAP net income computed in accordance with U.S.

GAAP in that it does not include the items described in the definition of DE herein;

however, unlike DE, it does reflect the impact of income taxes.

Income taxes, for purposes of determining After-tax DE, represent the total U.S.

GAAP income tax expense adjusted to include only the current tax expense (benefit) calculated on U.S.

GAAP net income before income tax and includes the current payable under our Tax Receivable Agreement, which is recorded within other liabilities in our Consolidated Statement of Financial Condition.

Further, the current tax expense (benefit) utilized when determining After-tax DE reflects the benefit of deductions available to TPG on certain expense items that are excluded from the underlying calculation of DE, such as equity-based compensation charges.

We believe that including the amount currently payable under the Tax Receivable Agreement and utilizing the current income tax expense (benefit), as described above, when determining After-tax DE is meaningful as it increases comparability between periods and more accurately reflects earnings that are available for distribution to stockholders.

TPG and Angelo Gordon believe that while the inclusion or exclusion of the aforementioned U.S.

GAAP income statement items provides investors with a meaningful indication of core operating performance, the use of After-tax DE without consideration of the related U.S.

GAAP measures is not adequate due to the adjustments described herein.

This measure supplements U.S.

GAAP net income and should be considered in addition to and not in lieu of the results of operations presented in accordance with U.S.

Fee-Related Earnings .

FRE is a supplemental performance measure and is used to evaluate our business and make resource deployment and other operational decisions.

FRE differs from net income computed in accordance with U.S.

GAAP in that it adjusts for the items included in the calculation of DE and also adjusts to exclude (i) realized performance allocations and related compensation expense, (ii) realized investment income from investments and financial instruments, (iii) net interest (interest expense less interest income), (iv) depreciation, (v) amortization and (vi) certain non-core income and expenses.

We use FRE to measure the ability of our business to cover compensation and operating expenses from fee revenues other than capital allocation-based income.

The use of FRE without consideration of the related U.S.

GAAP measures is not adequate due to the adjustments described herein.

Fee-Related Revenues .

Fee-related revenues is a component of FRE.

Fee-related revenues is comprised of (i) management fees, (ii) fee-related performance revenues, (iii) transaction, monitoring and other fees, net, and (iv) other income.

Fee-related performance revenues refers to incentive fees from perpetual capital vehicles that are:

(i) measured and expected to be received on a recurring basis and (ii) not dependent on realization events from the underlying investments.

Fee-related revenue differs from revenue computed in accordance with U.S.

GAAP in that it excludes certain reimbursement expense arrangements.

Refer to “Angelo Gordon Information—Management’s Discussion and Analysis of Financial Condition and Results of Operations of Angelo Gordon—Reconciliation to U.S.

GAAP Measures” to the comparable line items on the combined statements of operations.

Fee-Related Expenses .

Fee-related expenses is a component of FRE.

Fee-related expenses differs from expenses computed in accordance with U.S.

GAAP in that it is net of certain reimbursement arrangements and does not include performance allocation compensation.

Fee-related expenses is used in our review of the business.

Refer to “Angelo Gordon Information—Management’s Discussion and Analysis of Financial Condition and Results of Operations of Angelo Gordon—Reconciliation to U.S.

GAAP Measures” to the comparable line items on the combined statements of operations.

The following table sets forth the pro forma non-GAAP financial measures after Adjustments for the year ended December 31, 2023:

Year Ended December 31, 2023

Historical Pro Forma Adjustments

($ in thousands) TPG Inc.

Angelo Gordon Transaction Accounting Adjustments Notes Transaction Compensation Adjustments Notes Pro Forma

Non-GAAP Combined

Management fees $ 1,178,721 $ 401,193 $ (3,451) (6) $ — $ 1,576,463

Transaction, monitoring, and other fees, net 107,713 2,798 — — 110,511

Fee-related performance revenues 1,642 7,828 1,173 (5) — 10,643

Other income 49,178 (295) — — 48,883

Fee Related Revenues 1,337,254 411,524 (2,278) — 1,746,500

Cash-based compensation and benefits, net 452,270 327,246 — (92,720) (9) 686,796

Fee-related performance compensation 1,401 3,914 — — 5,315

Operating expenses, net 277,252 77,159 839 (1), (2) (4,887) (8) 350,363

Fee Related Expenses 730,923 408,319 839 (97,607) 1,042,474

Total Fee-Related Earnings $ 606,331 $ 3,205 $ (3,117) $ 97,607 $ 704,026

Realized performance allocations, net 74,027 85,038 — (39,713) (8) 119,352

Realized investment income and other, net (47,241) (48,037) — — (95,278)

Depreciation expense (6,589) (8,882) — — (15,471)

Interest expense, net 1,401 10,810 (23,505) (3), (4) — (11,294)

Distributable Earnings $ 627,929 $ 42,134 $ (26,622) $ 57,894 $ 701,335

Income taxes (42,623) (4,246) (794) (7) (2,963) (7) (50,626)

After-Tax Distributable Earnings $ 585,306 $ 37,888 $ (27,416) $ 54,931 $ 650,709

Notes to the Unaudited Pro Forma Non-GAAP Financial Measures

Transaction Accounting Adjustments

Relates to the removal of charges related to an insurance program of $1.3 million for the year ended December 31, 2023, that did not continue after the consummation of the Acquisition.

Relates to additional lease expense of $2.1 million as a result of the Acquisition.

Relates to the removal of interest expense of $1.7 million for the year ended December 31, 2023 for an Angelo Gordon credit facility that was repaid and terminated on September 25, 2023.

The Senior Unsecured Revolving Credit Facility carries an interest rate of 1 Month Term SOFR plus 110 basis points.

The impact of the adjustment is an increase to interest expense of $25.2 million for year ended December 31, 2023.

Relates to an increase to Fee-related performance revenues of $1.2 million for the year ended December 31, 2023 that would have been allocable to TPG as of January 1, 2023 for pro forma purposes.

Represents the reduction of management fee income related to a certain fund where the Company did not acquire 100% of the on-going management fee interests.

This arrangement results in a reduction of management fees of $3.5 million for the year ended December 31, 2023.

The TPG Operating Group has been and is expected to continue to be treated as partnerships for U.S.

federal and state income tax purposes.

Following the Acquisition, the income from the Acquired Interests allocable to TPG Inc.

from its partnership interest in the TPG Operating Group, will be subject to U.S.

federal income taxes in addition to state and local income taxes.

As a result, the pro forma non-GAAP financial measure incorporates the income tax effect in connection with the additional allocable income from the Acquired Interests and the transaction accounting adjustments attributable to TPG Inc.

at a blended statutory income tax rate of 23.0%.

The blended statutory income tax rate was calculated on a

pro forma basis, assuming the U.S.

federal rate currently in effect of 21% and the statutory income tax rates applicable to each state and local jurisdiction where we estimate our income will be taxable.

Transaction Accounting Adjustments - Compensation Related

As described in the summary of the Acquisition above, TPG issued unvested Common Units and RSUs to Angelo Gordon partners that are considered compensatory and not included in the Purchase Price.

Such offering of equity instruments was considered a separate transaction entered into by TPG and Angelo Gordon and is therefore presented separately from the Acquisition

Following the consummation of the Acquisition, TPG Operating Group received 20% of the performance allocations associated with the general partner entities of Angelo Gordon that TPG Operating Group retained an economic interest in.

TPG increased the share of performance allocations of certain partners and professionals from 45%-60% to approximately 80%.

The impact of this is a decrease in realized performance fees, net of $39.7 million for the year ended December 31, 2023 Within this amount, approximately $4.9 million represents cash amounts paid to certain legacy interest holders of Angelo Gordon, which were included within operating expenses, net during the year ended December 31, 2023.

This adjustment reflects the reduction of cash-based bonuses that were historically paid to Angelo Gordon partners within compensation and benefits, net, resulting in a decrease of $92.7 million for the year ended December 31, 2023.

After the Acquisition, the share of performance allocations for certain Angelo Gordon partners were increased to approximately 80%.

($ in thousands) Year Ended December 31, 2023

Total Pro Forma GAAP Net Loss $ (305,139)

Net income attributable to redeemable equity in Public SPACs (12,044)

Net income attributable to other non-controlling interests (8,630)

Amortization expense 97,268

Equity-based compensation expense 933,420

Unrealized performance allocations, net (114,014)

Unrealized investment income

Unrealized gains on derivatives

Income-tax expense (3,669)

Acquisition success fees

Non-recurring and other 7,428

Pro Forma After-tax Distributable Earnings $ 650,709

Income tax expense 50,626

Pro Forma Distributable Earnings $ 701,335

Realized performance fees, net (119,352)

Realized investment income and other, net 95,278

Depreciation expense 15,471

Interest expense, net 11,294

Total Pro Forma Fee-Related Earnings $ 704,026

Operating Metrics

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the aggregate par amount of collateral assets, including principal cash, for our collateralized loan obligation vehicles.

IPO proceeds held in trust, excluding interest, as well as forward purchase agreements and proceeds associated with the private investment in public equity related to our Public SPACs upon the consummation of a business combination.

Our definition of AUM is not based on any definition of AUM that may be set forth in the agreements governing the investment funds that we manage, or calculated pursuant to any regulatory definitions.

The tables below present rollforwards of our total AUM for the years ended December 31, 2023, 2022 and 2021:

The following table summarizes our AUM by platform as of December 31, 2024 and 2023:

($ in millions)

Capital $ 74,408 $ 71,310

Growth 28,062 26,516

Impact 26,569 19,079

TPG Angelo Gordon

TPG AG Credit 72,359 59,631

TPG AG Real Estate 18,674 18,268

Real Estate 17,622 17,940

Market Solutions 8,179 8,879

AUM as of end of period $ 245,873 $ 221,623

The table below presents rollforwards of our total AUM for the years ended December 31, 2024 and 2023:

Year Ended December 31,

2023 2022 2021

($ in millions)

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Changes in Investment Value and Other (2)

6,910 6,565 28,611

AUM as of end of period $ 245,873 $ 221,623

(1) Represents AUM of TPG Angelo Gordon as of November 1, 2023.

(1) Outflows represent redemptions and withdrawals.

(3) Changes in Investment Value and Other consists of changes in fair value, capital invested, available capital, and net fund-level asset related leverage activity plus other investment activities, including MITT’s acquisition of the assets of Western Asset Mortgage Capital Corporation during December 2023.

The following table summarizes our AUM by platform as of December 31, 2023, 2022 and 2021:

2023 2022 2021

(2) Changes in Investment Value and Other consists of changes in fair value, capital invested, available capital, and net fund-level asset related leverage activity plus other investment activities.

AUM increased approximately $24.2 billion during the year ended December 31, 2024.

This change was driven by capital raised of $30.1 billion and net increases in investment value of $19.0 billion, partially offset by realizations of $22.9 billion.

Capital raised was primarily attributable to Asia VIII within the Capital platform, Growth VI within the Growth platform, Rise Climate II and Rise Climate TI within the Impact platform, Credit Solutions III, MMDL V, and Essential Housing III within TPG AG Credit and TGS within the Market Solutions platform.

These increases were partially offset by realizations of $22.9 billion primarily attributable to TPG VII, TPG VIII and Asia VII within the Capital platform, Growth IV within the Growth platform, Rise Climate I within the Impact platform, Credit Solutions II Dislocation A, MMDL IV, Essential Housing II and Credit Solutions II within TPG AG Credit and Asia Realty IV and Realty Value X within TPG AG Real Estate.

AUM also increased due to investment appreciation during the year ended December 31, 2024.

Fee Earning Assets Under Management

Fee earning AUM (“FAUM”) represents only the AUM from which we are entitled to receive management fees.

FAUM is the sum of all the individual fee bases that are used to calculate our management fees and differs from AUM in the following respects:

(i) assets and commitments from which we are not entitled to receive a management fee are excluded (e.g., assets and commitments with respect to which we are entitled to receive only performance allocations or are otherwise not currently entitled to receive a management fee) and (ii) certain assets, primarily in our credit and real estate funds, have different methodologies for calculating management fees that are not based on the fair value of the respective funds’ underlying investments.

We believe this measure is useful to investors as it provides additional insight into the capital base upon which we earn management fees.

Our definition of FAUM is not based on any definition of AUM or FAUM that is set forth in the agreements governing the investment funds and products that we manage.

The following table summarizes our FAUM by platform as of December 31, 2024 and 2023:

($ in millions)

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Market Solutions 5,377 6,418

AUM as of end of period $ 221,623 $ 135,034 $ 113,618

AUM increased from approximately $135.0 billion as of December 31, 2022 to approximately $221.6 billion as of December 31, 2023.

This increase was primarily attributable to the $75.3 billion of assets managed by TPG Angelo Gordon, which we acquired in November 2023.

During the year ended December 31, 2023, new capital of $15.7 billion was raised primarily attributable to TPG IX and THP II within the Capital platform, Growth VI within the Growth platform, Rise III within the Impact platform and TRECO within the Real Estate platform.

Realizations totaled $10.2 billion and were primarily attributable to TPG VI, TPG VIII, Asia VI and TPG AAF within the Capital platform and TREP III within the Real Estate platform.

AUM increased from approximately $113.6 billion as of December 31, 2021 to approximately $135.0 billion as of December 31, 2022.

During the year ended December 31, 2022, new capital of $30.0 billion was raised primarily attributable to TPG IX, Asia VIII and THP II within the Capital platform, TREP IV within the Real Estate platform and Rise III within the Impact platform.

Realizations totaled $14.0 billion and were primarily attributable to TPG VII, TPG VIII and Asia VII within the Capital platform, Growth IV within the Growth platform, TRTX and TREP III within the Real Estate platform and Rise I within the Impact platform.

AUM also increased due to portfolio appreciation of 8% recognized during the year ended December 31, 2022.

Fee Earning Assets Under Management

Fee earning AUM, or FAUM, represents only the AUM from which we are entitled to receive management fees.

FAUM is the sum of all the individual fee bases that are used to calculate our management fees and differs from AUM in the following respects:

(i) assets and commitments from which we are not entitled to receive a management fee are excluded (e.g., assets and commitments with respect to which the firm is entitled to receive only performance allocations or are otherwise not currently entitled to receive a management fee) and (ii) certain assets, primarily in our credit and real estate funds, have different methodologies for calculating management fees that are not based on the fair value of the respective funds’ underlying investments.

We believe this measure is useful to investors as it provides additional insight into the capital base upon which we earn management fees.

Our definition of FAUM is not based on any definition of AUM or FAUM that is set forth in the agreements governing the investment funds and products that we manage.

The table below present rollforwards of our FAUM for the years ended December 31, 2023, 2022 and 2021:

FAUM as of end of period $ 141,286 $ 136,794

The table below presents rollforwards of our FAUM for the years ended December 31, 2024 and 2023:

Year Ended December 31,

2023 2022 2021

($ in millions)

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Fee Earning Capital Raised (1)

9,005 23,769 10,443

Net Change in Investment Activity (2)

(1,906) (1,109)

(1,109) (1,150) (866)

Reduction in Fee Base of Certain Funds (4)

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FAUM as of end of period $ 141,286 $ 136,794

(1) Represents FAUM of TPG Angelo Gordon as of November 1, 2023.

(2) Fee Earning Capital Raised represents capital raised by our funds for which management fees calculated based on commitments were activated during the period.

(3) Net Change in Investment Activity includes capital called or invested during the period, net of return of capital distributions and changes in net asset value of hedge funds.

It also includes adjustments related to funds with a fee structure based on the lower of cost or fair value.

(1) Fee Earning Capital Raised represents capital raised by our funds for which management fees calculated based on commitments or subscriptions were activated during the period.

(2) Net Change in Investment Activity includes capital called during the period, net of return of capital distributions and changes in net asset value of hedge funds.

It also includes adjustments related to funds with a fee structure based on the cost or value of investments.

(3) Outflows represent redemptions and withdrawals.

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It also includes reductions for funds that are no longer fee paying.

The following table summarizes our FAUM by platform as of December 31, 2023, 2022 and 2021:

2023 2022 2021

($ in millions)

Capital $ 38,972 $ 35,371 $ 26,208

Growth 12,339 10,830 10,514

Impact 13,727 12,739 10,801

TPG Angelo Gordon

TPG AG Credit 40,005 — —

TPG AG Real Estate 14,035 — —

Real Estate 11,298 13,324 6,235

Market Solutions 6,418 5,681 6,336

FAUM as of end of period $ 136,794 $ 77,945 $ 60,094

FAUM increased from $136.8 billion as of December 31, 2023 to $141.3 billion as of December 31, 2024.

The increase was primarily attributable to $51.6 billion of assets managed by TPG Angelo Gordon, which we acquired in November 2023.

This increase was also related to fee earning capital raised activity totaling $9.0 billion primarily attributable to the subsequent closings of TPG IX, Asia VIII and THP II within the Capital platform, which were activated during the third quarter of 2022, LSI and Growth VI within Growth platform, which were activated during the first and fourth quarters of 2023, respectively, and Rise III and TPG Next in the Impact platform, which were activated during the second quarter of 2022 and the fourth quarter of 2023, respectively.

These increases were partially offset by a $1.2 million decrease in actively invested capital related to TPG AAF.

For the year ended December 31, 2023, annualized weighted average management fees as a percentage of FAUM, which represent annualized management fees divided by the average of each applicable period’s FAUM, were 1.10%.

FAUM increased from $60.1 billion as of December 31, 2021 to $77.9 billion as of December 31, 2022.

The increase was related to fee earning capital raised activity totaling $23.8 billion primarily attributable to the activation of TPG IX, Asia VIII and THP II within the Capital platform, which were activated during the third quarter of 2022.

The increase was also attributable to the activation of TREP IV in the Real Estate platform, which was activated during the first quarter of 2022 and the activation of Rise III in the Impact platform, which was activated during the second quarter of 2022.

These increases were partially offset by a decrease in actively invested capital of TPG VII within the Capital platform and reduction in fee base of TPG VIII and Asia VII within the Capital platform.

This was driven by fee earning capital raised activity totaling $10.7 billion primarily attributable to the subsequent closings of Asia VIII within the Capital platform, which had its final close in April 2024, Growth VI within the Growth platform, which was activated during the fourth quarter of 2023, Rise Climate II and Rise Climate TI within the Impact platform, which had their initial closes during the third and fourth quarters of 2024, respectively, and TCAP within TPG AG Credit.

For the year ended December 31, 2024, annualized weighted average management fees as a percentage of FAUM, which represent annualized management fees divided by the average of each applicable period’s FAUM, were 1.17%.

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We believe this measure is useful to investors as it provides additional insight into the accrued performance to which the TPG Operating Group Common Unit holders are expected to receive.

The table below summarizes our net accrued performance by fund vintage year and platform as of December 31, 2023 and 2022:

The tables below summarize our net accrued performance by fund vintage year and platform as of December 31, 2024 and December 31, 2023:

($ in millions)

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Net Accrued Performance $ 974 $ 891

Net accrued performance were primarily comprised of TPG VII, TPG VIII, THP I, Asia VII, Growth IV, Growth V, Rise I, Rise II and Rise Climate as of December 31, 2023 and TPG VII, TPG VIII, Asia VII and Growth IV as of December 31, 2022.

Net accrued performance was primarily driven by TPG VII, TPG VIII, Asia VII, Growth IV, Growth V and Rise I as of December 31, 2024 and TPG VII, TPG VIII, Asia VI, Asia VII, Growth IV, Growth V, Rise I, Rise II and Rise Climate I as of December 31, 2023.

We also utilize Performance Generating AUM and Performance Eligible AUM as key metrics to understand AUM that could produce performance allocations or fee related performance revenues.

Performance Generating AUM refers to

the AUM of funds we manage that are currently above their respective hurdle rate or preferred return, and profit of such funds are being allocated to, or earned by, us in accordance with the applicable limited partnership agreements or other governing agreements.

Performance Generating AUM refers to the AUM of funds we manage that are currently above their respective hurdle rate or preferred return, and profit of such funds are being allocated to, or earned by, us in accordance with the applicable limited partnership agreements or other governing agreements.

Performance Eligible AUM refers to the AUM that is currently, or may eventually, produce performance allocations or fee-related performance revenues.

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FAUM Subject to Step-Up is included within FAUM.

The table below reflects AUM Subject to Fee Earning Growth by platform as of December 31, 2023, 2022 and 2021:

2023 2022 2021

The table below reflects AUM Subject to Fee Earning Growth by platform as of years ended December 31, 2024 and 2023:

($ in millions)

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TPG AG Real Estate 2,183 2,389

Real Estate — 777 678

Total FAUM Subject to Step-Up:

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Total AUM Subject to Fee Earning Growth $ 28,145 $ 24,395

As of December 31, 2023, AUM Not Yet Earning Fees was $14.1 billion, which primarily consisted of TPG VIII and Asia VII within the Capital platform, TTAD II and TDM within the Growth platform, TREP III and TAC+ within the Real Estate platform, MMDL V and Credit Solutions II within TPG AG Credit and Asia Realty IV and Japan Value within TPG AG Real Estate.

As of December 31, 2022, AUM Not Yet Earning Fees was $10.1 billion, which primarily consisted of TPG VII, TPG VIII and Asia VII within the Capital platform, TTAD II and TDM within the Growth platform, TAC+ within the Real Estate platform and TSCF within the Market Solutions platform.

Associated with FAUM Subject to Step-Up, management fee rates on undrawn commitments for these respective underlying funds range between 0.05% and 1.70% and step-up to rates in the range of 0.25% and 1.75% after capital is invested or as a fund reaches a certain point in its life where the fee rate for certain investors increases.

FAUM Subject to Step-Up as of December 31, 2023 relates primarily to TPG IX within the Capital platform, MMDL IV, MMDL V and Credit Solutions II within TPG AG Credit and Realty Value XI and Asia Realty V within TPG AG Real Estate.

As of December 31, 2024, AUM Not Yet Earning Fees was $19.2 billion, which primarily consisted of TPG VII, TPG VIII and Asia VII within the Capital platform, TTAD II and TDM within the Growth platform, Rise Climate I within the Impact platform, TREP III and TAC+ within the Real Estate platform, and MMDL V, Credit Solutions III and Essential Housing III within TPG AG Credit.

Associated with FAUM Subject to Step-Up, management fee rates for these respective underlying funds range between 0.24% and 1.75% and step-up to rates in the range of 0.25% and 1.75% after capital is invested or as a fund reaches a certain point in its life where the fee rate for certain investors increases.

FAUM Subject to Step-Up as of December 31, 2024 relates primarily to TPG IX within the Capital platform, Credit Solutions II and MMDL V within TPG AG Credit and Realty Value XI and Asia Realty V within TPG AG Real Estate.

Capital Raised

Capital raised is the aggregate amount of subscriptions and capital raised by our investment funds and co-investment vehicles during a given period, as well as the senior and subordinated notes issued through the firm’s CLOs and equity raised through our perpetual vehicles.

Capital raised is the aggregate amount of subscriptions and capital raised by our investment funds and co-investment vehicles during a given period, as well as the senior and subordinated notes issued through our CLOs and equity raised through our perpetual vehicles.

We believe this measure is useful to investors as it measures access to capital across TPG and our ability to grow our management fee base.

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Year Ended December 31,

2023 2022 2021

($ in millions)

8 unchanged sentences

Total Capital Raised $ 30,123 $ 15,743 (1)

$ 30,024 $ 20,456

(1) Includes amounts from TPG Angelo Gordon from November 1, 2023, the date of the Acquisition, through December 31, 2023.

Capital raised totaled approximately $30.1 billion for the year ended December 31, 2024.

This was primarily attributable to the fundraising activities of TPG IX and THP II within the Capital platform, Growth VI within the Growth platform, Rise III within the Impact platform and TRECO within the Real Estate platform during the year ended December 31, 2023.

Capital raised totaled approximately $30.0 billion for the year ended December 31, 2022.

This was primarily attributable to the fundraising activities of TPG IX, Asia VIII and THP II within the Capital platform, Rise III within the Impact platform, TREP IV within the Real Estate platform and TDM within the Growth platform during the year ended December 31, 2022.

This was primarily attributable to the fundraising activities of Asia VIII within the Capital platform, Growth VI within the Growth platform, Rise Climate II and Rise Climate TI within the Impact platform, Credit Solutions III, MMDL V and Essential Housing III within TPG AG Credit and TGS within the Market Solutions platform during the year ended December 31, 2024.

Available Capital

Available capital is the aggregate amount of unfunded capital commitments and recallable distributions that partners have committed to our funds and co-investment vehicles to fund future investments, as well as IPO and forward purchase agreement proceeds associated with our Public SPACs, and private investment in public equity commitments by investors upon the consummation of a business combination associated with our Public SPACs.

Available capital is the aggregate amount of unfunded capital commitments and recallable distributions that partners have committed to our funds and co-investment vehicles to fund future investments.

Available capital is reduced for investments completed using fund-level subscription-related credit facilities.

however, it is not reduced for investments that we have committed to make yet remain unfunded at the reporting date.

We believe this measure is useful to investors as it provides additional insight into the amount of capital that is available to our investment funds and co-investment vehicles to make future investments.

The table below presents available capital by platform as of December 31, 2024 and 2023:

2023 2022 2021

($ in millions)

8 unchanged sentences

Available Capital $ 57,602 $ 51,322

Available capital increased from approximately $43.0 billion as of December 31, 2022 to approximately $51.3 billion as of December 31, 2023.

The change was attributable to the $14.4 billion of available capital for TPG Angelo Gordon, which we acquired in November 2023.

Available capital for TPG AG Credit related to MMDL V and Essential Housing II within TPG AG Credit and Realty Value XI, Europe Realty IV and Asia Realty V within TPG AG Real Estate.

Available capital also increased due to fundraising activities of THP II within the Capital platform, Growth VI within the Growth platform and TRECO within the Real Estate platform during the year ended December 31, 2023.

These increases were partially offset by capital invested in TPG IX and Asia VIII within the Capital platform, Growth V within the Growth platform, Rise Climate within the Impact platform and TREP IV within the Real Estate platform.during the year ended December 31, 2023.

Available capital increased from approximately $28.4 billion as of December 31, 2021 to approximately $43.0 billion as of December 31, 2022.

The increase was attributable to capital raised in TPG IX, Asia VIII and THP II within the Capital platform, TREP IV within the Real Estate platform, and Rise III within the Impact platform, partially offset by capital invested in TPG VIII within the Capital platform and Rise Climate within the Impact platform.

Available capital totaled $57.6 billion as of December 31, 2024.

This is primarily attributable to the available capital for TPG VII, TPG VIII, TPG IX, Asia VIII and THP II within the Capital platform, Growth VI within the Growth platform, Rise Climate I, Rise Climate II and Rise Climate TI within the Impact platform, MMDL V, Credit Solutions III and Essential Housing II within TPG AG Credit, Europe Realty IV, Realty Value XI and Asia Realty V within TPG AG Real Estate, TREP IV within the Real Estate platform and TGS within the Market Solutions platform.

Capital Invested

Capital invested is the aggregate amount of capital invested during a given period by our investment funds, co-investment vehicles, CLOs, as well as SPACs in conjunction with the completion of a business combination and increases in gross assets of certain perpetual funds.

Capital invested is the aggregate amount of capital invested during a given period by our investment funds, co-investment vehicles and CLOs, as well as increases in gross assets of certain perpetual funds.

It excludes certain hedge fund activity, but includes investments made using investment financing arrangements like credit facilities, as applicable.

2 unchanged sentences

Year Ended December 31,

2023 2022 2021

($ in millions)

8 unchanged sentences

Capital Invested $ 32,944 $ 22,217 (1)

$ 16,553 $ 21,639

(1) Includes amounts from TPG Angelo Gordon from November 1, 2023, the date of the Acquisition, through December 31, 2023.

Capital invested was $22.2 billion for the year ended December 31, 2023, which was primarily attributable to TPG IX, Asia VIII and THP II within the Capital platform, Growth V within the Growth platform, Rise Climate within the Impact platform, TREP IV within the Real Estate platform and MITT within TPG AG Credit.

Capital invested was $16.6 billion for the year ended December 31, 2022 which was primarily attributable to TPG VIII within the Capital platform, Rise Climate within the Impact platform, TTAD II within the Growth platform and TRTX within the Real Estate platform.

Realizations represent distributions sourced from proceeds from the disposition of investments and current income, in addition to investment proceeds from Public SPACs in conjunction with the completion of a business combination.

Capital invested was $32.9 billion for the year ended December 31, 2024, which was primarily attributable to TPG IX and Asia VIII within the Capital platform, Growth VI within the Growth platform, Rise III and Rise Climate I within the Impact platform, Essential Housing III, MMDL V, TCAP, ABC Fund, MMDL Evergreen and Credit Solutions III within TPG AG Credit, Realty Value XI within TPG AG Real Estate and TREP IV within the Real Estate platform.

Realizations represent proceeds from the disposition of investments and current income, and in the case of credit funds, distributions sourced from realization proceeds.

The table below presents realizations by platform for the years ended December 31, 2024 and 2023:

Year Ended December 31,

2023 2022 2021

($ in millions)

8 unchanged sentences

Total Realizations $ 22,913 $ 10,234 (1)

$ 14,017 $ 24,103

(1) Includes amounts from TPG Angelo Gordon from November 1, 2023, the date of the Acquisition, through December 31, 2023.

Realizations were $10.2 billion for the year ended December 31, 2023 compared to $14.0 billion for the year ended December 31, 2022.

This was primarily attributable to a lower pace of realization activities in TPG VII within the Capital platform and Growth IV within the Growth platform, partially offset by higher realizations in TPG AAF and TPG VI within the Capital platform during the year ended December 31, 2023.

Realizations were $14.0 billion for the year ended December 31, 2022 compared to $24.1 billion for the year ended December 31, 2021.

This was primarily attributable to lower realization activities during the year ended December 31, 2022 in TPG VII, TPG VIII, Asia VII and THP I within the Capital platform, Growth IV and TTAD I within the Growth platform and TRTX and TREP III within the Real Estate platform.

Realizations were $22.9 billion for the year ended December 31, 2024.

This was primarily attributable to a higher pace of realization activities in TPG VII, TPG VIII and Asia VII within the Capital platform, Growth IV within the Growth platform, Rise Climate I within the Impact platform, Credit Solutions II Dislocation A, MMDL IV, Essential Housing II and Credit Solutions II within TPG AG Credit and Asia Realty IV and Realty Value X within TPG AG Real Estate during the year ended December 31, 2024.

Fund Performance Metrics

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Growth V 2020 3,558 3,280 668 4,893 5,561 24 % 1.7x 16 % 1.4x

Growth VI 2023 1,112 144 — 144 144 NM NM NM NM

Growth VI 2023 2,191 987 1 1,170 1,171 273 % 1.3x 72 % 1.1x

Growth Funds 16,647 15,398 16,147 13,787 29,934 20 % 2.0x 14 % 1.6x

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TTAD II 2021 3,198 2,179 214 2,669 2,883 18 % 1.3x 13 % 1.2x

TTAD III 381 — — — — NM NM NM NM

Tech Adjacencies Funds 5,153 3,676 1,393 4,168 5,561 20 % 1.5x 15 % 1.4x

TDM 2017 1,326 583 — 1,054 1,054 14 % 1.8x 11 % 1.6x

LSI 2023 367 84 — 84 84 NM NM NM NM

LSI 2023 410 160 — 163 163 (16 %) 0.9x (58 %) 0.7x

Fund Vintage Year (1)

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The Rise Funds 6,982 5,844 1,893 7,576 9,469 19 % 1.6x 12 % 1.4x

Rise Climate Funds

Rise Climate I 2021 7,268 5,483 1,077 6,339 7,416 29 % 1.4x 14 % 1.2x

Rise Climate II (20)

4,659 — — — — NM NM NM NM

Rise Climate Global South (20)

200 — — — — NM NM NM NM

Rise Climate TI

1,308 — — — — NM NM NM NM

Rise Climate Funds 13,435 5,483 1,077 6,339 7,416 29 % 1.4x 14 % 1.2x

TSI 2018 333 133 368 — 368 35 % 2.8x 25 % 2.1x

Evercare 2019 621 444 32 518 550 5 % 1.2x 1 % 1.0x

Rise Climate 2021 7,268 4,579 208 5,839 6,047 54 % 1.4x 27 % 1.2x

TPG NEXT 2023 510 3 — 3 3 NM NM NM NM

TPG NEXT (11)

2023 554 7 — 7 7 NM NM NM NM

TPG Real Estate Partners

DASA RE 2012 1,078 576 1,069 — 1,069 21 % 1.9x 15 % 1.6x

TREP II 2014 2,065 2,213 3,555 18 3,573 28 % 1.7x 18 % 1.5x

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NewQuest V (11)

2022 502 272 7 344 351 NM NM NM NM

2022 673 327 137 357 494 60 % 1.8x 42 % 1.5x

NewQuest Funds 2,914 2,461 2,219 1,984 4,203 34 % 1.8x 21 % 1.5x

2022 749 272 — 295 295 NM NM NM NM

2022 1,864 359 — 521 521 NM 3.0x NM 3.2x

TPG Angelo Gordon

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Credit Solutions II Dislocation A 2022 1,310 868 837 207 1,044 22 % 1.2x 16 % 1.2x

Credit Solutions 7,466 6,006 2,731 4,812 7,543 19 % 1.3x 14 % 1.2x

Credit Solutions III 2024 2,211 — — 80 80 NM NM NM NM

Credit Solutions 9,677 6,177 4,444 3,910 8,354 19 % 1.4x

Essential Housing

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Essential Housing II 2021 2,534 1,071 641 685 1,326 16 % 1.3x 12 % 1.2x

Essential Housing 3,176 1,527 529 1,214 1,743 14 % 1.2x 11 % 1.1x

Essential Housing III 2024 1,414 312 — 313 313 NM NM NM NM

Essential Housing 4,590 1,839 1,203 1,013 2,216 16 % 1.3x

Hybrid Solutions 155 — — — — NM

Structured Credit & Specialty Finance

ABC Fund 2021 1,005 653 29 709 738 17 % 1.1x 13 % 1.1x

2021 1,005 864 95 995 1,090 18 % 1.3x 14 % 1.2x

2024 393 — — (3) (3) NM NM NM NM

Structured Credit & Specialty Finance 1,398 864 95 992 1,087 18 % 1.3x 14 % 1.2x

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Asia Realty IV 2018 1,315 1,272 1,137 724 1,861 16 % 1.4x 11 % 1.3x

Asia Realty V 2022 1,854 326 17 346 363 NM NM NM NM

Asia Realty V 2022 2,007 832 49 931 980 35 % 1.2x 11 % 1.1x

Asia Realty 5,311 4,074 3,891 1,910 5,801 13 % 1.5x 9 % 1.3x

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Europe Real Estate

Europe Realty I 2014 570 1,184 1,709 15 1,724 24 % 2.0x 17 % 1.7x

Europe Realty I 2014 570 1,187 1,711 14 1,725 24 % 2.0x

Europe Realty II 2017 843 1,737 1,681 610 2,291 9 % 1.4x 7 % 1.3x

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Net Lease Realty II 2010 559 1,060 1,854 — 1,854 16 % 2.4x 11 % 2.0x

Net Lease Realty III 2013 1,026 2,352 2,202 1,002 3,204 12 % 1.8x 8 % 1.5x

Net Lease Realty III 2013 1,026 2,397 2,488 939 3,427 13 % 2.0x

Net Lease Realty IV 2019 997 1,921 1,327 853 2,180 9 % 1.3x 5 % 1.2x

Net Lease Realty V 99 — — — — NM NM NM NM

Net Lease 2,840 5,357 5,645 1,797 7,442 15 % 1.8x 10 % 1.5x

Net Lease Realty V 2024 194 153 101 55 156 NM NM

Net Lease 2,935 5,740 6,227 1,847 8,074 15 % 1.9x

The following table reflects the performance of our significant perpetual funds as of December 31, 2024 ($ in millions):

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2009 6,520 12 %

ABC Evergreen (18)

2024 1,003 NM

Middle Market Direct Lending

2022 3,365 10 %

MMDL Evergreen 2022 698 NM

MMDL Evergreen 2022 1,464 10 %

MMDL Offshore Evergreen 2024 748 NM

Multi-Strategy

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Total Returns for the offshore vehicles were:

(i) for the MVP Fund, 11% and (ii) for the Super Fund, 8%.

(i) for the MVP Fund, 11%, (ii) for ABC Evergreen, NM and (iii) for the Super Fund, 8%.

(19) TCAP launched on January 1, 2023.

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At the completion of the merger, AGTB’s final Net IRR was 6.1%.

(20) The Rise Climate Global South Fund excludes a $500 million commitment ($175 million of which was closed as of December 31, 2024) from ALTÉRRA Transformation LP made to a separate vehicle for purposes of deploying catalytic capital in connection with investments located in the Global South made by the Rise Climate II Fund and the Rise Climate Global South Fund.

Liquidity and Capital Resources

We have historically primarily derived revenues from third party assets under management and have required limited capital resources to support the working capital or operating needs of our business.

We believe that our current sources of liquidity described below are sufficient to meet our projected capital needs and other obligations as they arise for at least the next 12 months.

We have historically derived revenues primarily from third-party assets under management and have required limited capital resources to support the working capital or operating needs of our business.

We believe that our current sources of liquidity described below are sufficient to meet our projected capital needs and other obligations as they arise for at least the next twelve months.

To the extent that our current liquidity is insufficient to fund future activities, we may need to raise additional funds.

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The incurrence of additional debt financing would result in incremental debt service obligations, and any future instruments governing such debt could include operating and financial covenants that could restrict our operations.

As of December 31, 2023, our total liquidity was $1,544.2 million, comprised of $665.2 million of cash and cash equivalents, excluding $13.2 million of restricted cash, as well as $699.0 million and $30.0 million of incremental borrowing capacity under the Senior Unsecured Revolving Credit Facility and the Subordinated Credit Facility (each as defined herein), respectively and $150.0 million of the 364-day revolving credit facility.

As of December 31, 2024, our total liquidity was $2,136.0 million, comprised of $808.0 million of cash and cash equivalents, excluding $13.2 million of restricted cash, as well as $1,200.0 million and $30.0 million of incremental borrowing capacity under the Senior Unsecured Revolving Credit Facility and the Subordinated Credit Facility (each as defined herein), respectively and $98.0 million under the 364-Day Credit Facility.

Total cash of $821.2 million as of December 31, 2024 includes $147.1 million of cash that is attributable to the TPG Operating Group and on balance sheet securitization vehicles.

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• cash received from our financing activities, including cash and funds available under our credit facilities.

Cash and Cash Equivalents

Our consolidated cash and cash equivalents totaled approximately $678.4 million at December 31, 2023.

Cash, Cash Equivalents and Restricted Cash

Our consolidated cash, cash equivalents and restricted cash totaled approximately $821.2 million at December 31, 2024.

Credit Facilities

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

During the year ended December 31, 2023, we borrowed $470.0 million from the Senior Unsecured Revolving Credit Facility to partially fund the cash consideration of the Acquisition, and borrowed an additional $31.0 million for working capital purposes, resulting in a balance of $501.0 million outstanding at December 31, 2023.

During the year ended December 31, 2024, we used the net proceeds from the Senior Notes and Subordinated Notes to repay all the outstanding borrowings under the Senior Unsecured Revolving Credit Facility.

As of December 31, 2024, $1,200.0 million was available to be borrowed under the terms of the Senior Unsecured Revolving Credit Facility.

During January 2024, we drew $58.5 million under our Senior Unsecured Revolving Credit Facility.

During January 2025, the Company drew $180.0 million under its Senior Unsecured Revolving Credit Facility.

On March 5, 2024, the Notes Issuer issued in an SEC-registered offering $600.0 million aggregate principal amount of Senior Notes due 2034 (the “Senior Notes”).

The Senior Notes will mature on March 5, 2034, unless earlier accelerated, redeemed or repurchased.

The Senior Notes are fully and unconditionally guaranteed, jointly and severally, by each of the Guarantors, and are unsecured and unsubordinated obligations of the Notes Issuer and the Guarantors.

The Senior Notes bear interest at a rate of 5.875% per annum.

Interest on the Senior Notes is payable semi-annually in arrears on March 5 and September 5 of each year, beginning on September 5, 2024.

The Senior Notes contain certain covenants as set forth in the Senior Notes’ Indenture and First Supplement Indenture, which, subject to certain limitations, restrict the ability of the Notes Issuer and, as applicable, the Guarantors to merge, consolidate or sell, assign, transfer, lease or convey all or substantially all of their combined assets, or create liens on the voting stock of their subsidiaries.

The payment of the principal of, premium, if any, and interest on the Senior Notes and the payment of any Senior Notes guarantee will:

• rank equally in right of payment with all existing and future unsecured and unsubordinated indebtedness, liabilities and other obligations of the Notes Issuer or the relevant Guarantor, including indebtedness under the Amended Senior Unsecured Revolving Credit Facility and Senior Unsecured Term Loan Agreement;

• rank senior in right of payment to all existing and future subordinated indebtedness, liabilities and other obligations of the Notes Issuer or the relevant Guarantor;

• be effectively subordinated to all existing and future secured indebtedness of the Notes Issuer or the relevant Guarantor, to the extent of the value of the assets securing such indebtedness;

• be effectively subordinated in right of payment to all existing and future indebtedness, liabilities and other obligations of each subsidiary of the Issuer or the relevant Guarantor that is not itself the Notes Issuer or a Guarantor.

Subordinated Notes

On March 4, 2024, the Notes Issuer issued in an SEC-registered offering $400.0 million aggregate principal amount of Fixed-Rate Junior Subordinated Notes due 2064 (the “Subordinated Notes”).

The Subordinated Notes bear interest at a rate of 6.950% per annum.

Interest on the Subordinated Notes is payable quarterly in arrears on March 15, June 15, September 15 and December 15 of each year, beginning on June 15, 2024, subject to the Notes Issuer’s right, on one or more occasions, to defer the payment of interest on the notes for up to five consecutive years.

The Subordinated Notes are fully and unconditionally guaranteed, jointly and severally, by each of the Guarantors, and are unsecured and subordinated obligations of the Notes Issuer and the Guarantors.

The Subordinated Notes will mature on March 15, 2064, unless earlier accelerated, redeemed or repurchased.

The Subordinated Notes may be redeemed at the Notes Issuer’s option (i) in whole at any time or in part from time to time on or after March 15, 2029 at a redemption price equal to their principal amount plus any accrued and unpaid interest, (ii) upon occurrence of a Tax Redemption Event, as defined in the Subordinated Notes’ First Supplemental Indenture, at a price equal to 100% of their principal amount plus any accrued and unpaid interest or (iii) in whole, but not in part, at any time prior to March 15, 2029, upon the occurrence of a Rating Agency Event, as defined in the Subordinated Notes’ First Supplemental Indenture, at a price equal to 102% of their principal amount plus any accrued and unpaid interest.

The Subordinated Notes contain certain covenants as set forth in the Subordinated Notes’ Indenture and First Supplemental Indenture, which, subject to certain limitations, restrict the ability of the Notes Issuer and, as applicable, the Guarantors to merge, consolidate or sell, assign, transfer, lease or convey all or substantially all of their combined assets, or create liens on the voting stock of their subsidiaries.

The payment of the principal of, premium, if any, and interest on the Subordinated Notes and the payment of any Subordinated Notes guarantee will:

• be subordinate and rank junior in right of payment to all existing and future senior indebtedness, including indebtedness under the Amended Senior Unsecured Revolving Credit Facility and Senior Unsecured Term Loan Agreement;

• rank equally in right of payment with all existing and future parity indebtedness;

• be effectively subordinated to all existing and future secured indebtedness of the Notes Issuer or the relevant Guarantor, to the extent of the value of the assets securing such indebtedness;

• be effectively subordinated in right of payment to all existing and future indebtedness, liabilities and other obligations (including policyholder liabilities and other payables) of each subsidiary of the Notes Issuer or the relevant Guarantor that is not itself the Notes Issuer or a Guarantor.

As permitted under Rule 13-01(a)(4)(vi) of Regulation S-X, we have excluded alternative financial disclosures for the Notes Issuer and Guarantors.

Other than the guaranteed Senior Notes and Subordinated Notes and the associated interest expense, the Notes Issuer and Guarantors do not have any other material assets, liabilities or operations.

During the year ended December 31, 2024, we incurred interest expense of $52.5 million associated with the Senior Notes and Subordinated Notes.

For more information on our borrowings, see Note 12, “Debt Obligations”, to the Consolidated Financial Statements.

Senior Unsecured Term Loan

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The proceeds from the term loan were used to make a ratable distribution to each of our investors and are not available for our operations.

The Senior Unsecured Term Loan Agreement, as amended in July 2022 and September 2023, is scheduled to mature on March 31, 2026.

Principal amounts outstanding under the amended Senior Unsecured Term Loan Agreement accrue interest, at the option of the borrower, either (i) at a base rate plus an applicable margin of 0.00% or (ii) at a term SOFR rate plus a 0.10% per annum adjustment and an applicable margin of 1.00%.

As of December 31, 2023, $200.0 million was outstanding under the Senior Unsecured Term Loan Agreement.

During the year ended December 31, 2024, we used the net proceeds from the Senior Notes and Subordinated Notes to repay all the outstanding borrowings under the Senior Unsecured Term Loan.

The term of the Senior Unsecured Term Loan Agreement, as amended in July 2022 and September 2023, was scheduled to mature on March 31, 2026.

Principal amounts outstanding under the amended Senior Unsecured Term Loan Agreement accrued interest, at the option of the borrower, either (i) at a base rate plus an applicable margin of 0.00% or (ii) at a term SOFR rate plus a 0.10% per annum adjustment and an applicable margin of 1.00%.

Secured Borrowings

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The interest rate for borrowings under the Subordinated Credit Facility is calculated at a term Secured Overnight Financing Rate (“SOFR”) rate plus a 0.10% per annum adjustment and 2.25%.

During the year ended December 31, 2023, the subsidiary did not borrow or make repayments on the Subordinated Credit Facility, resulting in a zero balance outstanding at December 31, 2023.

During the year ended December 31, 2024, the subsidiary borrowed and made repayments of $60.0 million on the Subordinated Credit Facility, resulting in a zero balance outstanding at December 31, 2024.

364-Day Credit Facility

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Dollars or Euros, and are subject to a fixed interest rate computed as the SOFR rate for a period comparable to the term of the loan in effect two business days prior to the date of borrowing, plus an applicable margin of between 2.00% and 3.00%, depending on the term of the loan.

Risk-Free Rate (“RFR”) loans are denominated in Sterling and subject to a fixed interest rate computed daily as the Sterling Overnight Index Average (“SONIA”) in effect five business days prior to the date of borrowing, plus an applicable margin of between

2.00% and 3.00%, depending on the term of the loan.

The subsidiary is also required to a pay a quarterly facility fee equal to 0.30% per annum of the total facility capacity of $150.0 million, as well as certain customary fees for any issued loans.

The Company entered into an equity commitment letter in connection with the 364-Day Credit Facility, committing to provide capital contributions, if and when required, to the consolidated subsidiary throughout the life of the facility.

During the year ended December 31, 2023, the subsidiary borrowed and made repayments of $150.0 million on the 364-Day Credit Facility, resulting in a zero balance outstanding at December 31, 2023.

In April 2024, the consolidated subsidiary amended the 364-Day Credit Facility to extend the commitment termination date to April 11, 2025.

During the year ended December 31, 2024, the subsidiary borrowed $270.0 million and made repayments of $218.0 million on the 364-Day Credit Facility, resulting in a $52.0 million balance outstanding at December 31, 2024.

Our Liquidity Needs

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• service debt obligations, including the payment of obligations at maturity, on interest payment dates or upon redemption, as well as any contingent liabilities that may give rise to future cash payments;

• continue growing our businesses, including seeding new strategies, pursuing strategic investments or acquisitions, funding our capital commitments made to existing and future funds and co-investments, funding any net capital requirements of our broker-dealer and otherwise supporting investment vehicles that we sponsor;

• continue growing our businesses, including seeding new strategies, pursuing strategic investments or acquisitions, funding our capital commitments made to existing and future funds and co-investments, meeting any net capital requirements of our broker-dealer or funding obligations of our capital markets business and otherwise supporting investment vehicles that we sponsor;

• pay amounts that may become due under the Tax Receivable Agreement;

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• pay cash dividends in accordance with our dividend policy for our Class A common stock;

• warehouse investments in portfolio companies or other investments for the benefit of one or more of our funds or other investment pending contribution of committed capital by the investors in such vehicles and advance capital to them for other operational needs;

• risk retention for CLOs

• warehouse investments or seed portfolios for the benefit of one or more of our funds or other investment vehicles pending the expected contribution of committed capital by the investors in such vehicles and advance capital to them for other operational needs;

• manage risk retention for CLOs;

• address capital needs of regulated and other subsidiaries, including our broker-dealer;

• settle tax withholding obligations in connection with net share settlements of equity-based awards;

• exchange Common Units pursuant to the Exchange Agreement or repurchase or redeem other securities issued by us.

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Operating lease obligations (4)

Repurchase agreements (4)

994,519 38,927 64,502 87,175 86,090 84,762 633,063

Repurchase agreements 78,196 4,347 25,462 22,261 26,126 — —

Total contractual obligations $ 4,721,940 $ 816,587 $ 166,049 $ 185,521 $ 193,301 $ 170,847 $ 3,189,635

(1) Debt obligations presented in the table reflect scheduled principal payments related to the Securitization Notes, our senior unsecured term loan and our senior unsecured revolving credit facility.

(1) Debt obligations presented in the table reflect scheduled principal payments related to the Securitization Notes, Senior Notes, Subordinated Notes and 364-Day Credit Facility.

(2) Estimated interest payments on our debt obligations include estimated future interest payments based on the terms of the debt agreements.

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We generally utilize proceeds from return of capital distributions and proceeds from secured borrowings to help fund these commitments.

(4) See Note 9 to the Consolidated Financial Statements for further discussion of the repurchase agreements.

(4) Operating lease obligations includes future minimum payments for our operating leases, including leases that have been executed but have not yet commenced.

Additional Contingent Obligations

As of December 31, 2023 and December 31, 2022, if all investments held by the TPG funds were liquidated at their current unrealized fair value, there would be clawback of $58.3 million related to STAR, net of tax, for which a performance allocation reserve was recorded within other liabilities in the Consolidated Statements of Financial Condition.

The potential liquidation of STAR could require clawback payments.

Additionally, if all remaining investments were deemed worthless, a possibility management views as remote, the amount of performance allocations subject to projected clawback as of December 31, 2023 and December 31, 2022 would be $1,910.2 million and $1,869.4 million, respectively.

As of December 31, 2023 and December 31, 2022, we had guarantees outstanding totaling $73.6 million and $100.8 million, respectively, related to employee guarantees primarily related to a third-party lending program which enables certain of our eligible employees to obtain financing for co-invest capital commitment obligations with a maximum potential exposure of $176.3 million and $163.7 million, respectively.

As of December 31, 2024 and December 31, 2023, if all investments held by the TPG funds were liquidated at their current unrealized fair value, there would be clawback of $5.5 million and $58.3 million, respectively, related to Asia V and STAR, respectively, for which a performance allocation reserve was recorded within other liabilities in the Consolidated Statements of Financial Condition.

During the year ended December 31, 2024, the general partner made a payment of $58.3 million on the clawback liability related to STAR.

Additionally, if all remaining investments were deemed worthless, a possibility management views as remote, the amount of performance allocations subject to potential clawback as of December 31, 2024 and December 31, 2023 would be $2,140.4 million and $1,910.2 million, respectively.

As of December 31, 2024 and December 31, 2023, we had guarantees outstanding totaling $137.5 million and $73.6 million, respectively, related to a third-party lending program that enables certain of our eligible employees to obtain financing for capital contributions into TPG funds with a maximum potential exposure of $192.9 million and $176.3 million, respectively.

The table below presents information regarding the quarterly dividends on the Class A common stock, which were made at the sole discretion of our Executive Committee and Board of Directors.

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February 13, 2024 February 23, 2024 March 8, 2024 0.44

Total 2022 Dividend Year $ 1.59

Total 2023 Dividend Year (through Q4 2023) $ 1.34

May 8, 2024 May 20, 2024 June 3, 2024 $ 0.41

August 8, 2023 August 18, 2023 September 1, 2023 0.22

August 6, 2024 August 16, 2024 August 30, 2024 0.42

November 4, 2024 November 14, 2024 December 2, 2024 0.38

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(or our wholly-owned subsidiaries), and we expect that the payments we will be required to make under the Tax Receivable Agreement will be substantial.

On March 31, 2023, a pre-IPO Investor exchanged 1,000,000 Common Units of each TPG Operating Group partnership for 1,000,000 shares of Class A common stock.

This exchange resulted in an increase in the Company’s tax basis of its investment in the TPG Operating Group partnerships and is subject to the Tax Receivable Agreement.

The Company recognized an additional liability associated with the Tax Receivable Agreement in the amount of $6.3 million in connection with the exchange.

Pursuant to the Exchange Agreement, certain holders of Common Units, including certain partners and employees, are authorized to exchange Common Units for an equal number of shares of Class A common stock.

During the years ended December 31, 2024 and 2023, certain holders of Common Units exchanged Common Units for an equal number of shares of Class A common stock resulting in the issuance of shares of Class A common stock and the cancellation of an equal number of shares of Class B common stock for no additional consideration as follows:

Exchange Date Class A Common Stock Issued

2024 Exchanges (a)

February 27, 2024 17,704,987

May 21, 2024 1,998,593

August 19, 2024 1,042,119

November 15, 2024 5,155,425

2023 Exchange

March 30, 2023 1,000,000

(a) The issuance of the shares of Class A common stock to such holders of Common Units was registered pursuant to the Company’s registration statements on Form S-3 filed on November 2, 2023 and September 13, 2024.

These exchanges resulted in an increase in the tax basis of our investment in the TPG Operating Group and are subject to the Tax Receivable Agreement.

We recognized an additional liability associated with the Tax Receivable Agreement in the amount of $308.9 million in connection with the exchanges, which is included in the partners and employees balance in due to affiliates in the Consolidated Statements of Financial Condition.

Net Cash Flows

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Year Ended December 31,

2023 2022 2021

($ in thousands)

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Net cash used in financing activities (344,860) (789,234)

Net (decrease) increase in cash and cash equivalents (442,279) 134,786 114,509

Net change in cash, cash equivalents and restricted cash 142,821 (442,279)

Cash and cash equivalents, beginning of period 678,371 1,120,650

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Operating Activities

Operating activities provided $720.5 million and $1,375.9 million of cash for the year ended December 31, 2023 and 2022, respectively.

Key drivers consisted of performance allocation and co-investment proceeds totaling $798.5 million and $1,567.7 million for the year ended December 31, 2023 and 2022, respectively.

This was partially offset by changes in operating assets and liabilities for the year ended December 31, 2023 and 2022, respectively.

Operating activities provided $532.1 million and $720.5 million of cash for the years ended December 31, 2024 and 2023, respectively.

Key drivers consisted of performance allocation and co-investment proceeds totaling $1,460.5 million and $798.5 million for the years ended December 31, 2024 and 2023, respectively.

This was partially offset by other changes in operating assets and liabilities for the years ended December 31, 2024 and 2023, respectively.

Investing Activities

Investing activities used $373.6 million and $3.0 million of cash during the year ended December 31, 2023 and 2022, respectively.

During the year ended December 31, 2023, cash used by investing activities is primarily related to our acquisition of Angelo Gordon.

During the year ended December 31, 2022, cash used by investing activities is primarily related to repayments and advances on notes receivable from affiliates.

Investing activities used $44.5 million and $373.6 million of cash during the years ended December 31, 2024 and 2023, respectively.

During the year ended December 31, 2024, cash used in investing activities is primarily related to the payment of cash consideration to the sellers of Angelo Gordon as a result of post close net working capital adjustments and purchases of fixed assets.

Cash used in investing activities during the year ended December 31, 2023 is primarily related to our acquisition of Angelo Gordon.

Financing Activities

Financing activities used $789.2 million and $1,238.1 million of cash during the year ended December 31, 2023 and 2022, respectively.

During the year ended December 31, 2023, cash used in financing activities primarily reflects the payments of dividends and distributions to our Class A common stockholders and to holders of non-controlling interests in subsidiaries and the redemption of the outstanding YTPG and AFTR Class A Ordinary Shares, which were funded by our Assets held in Trust Account.

Financing activities used $344.9 million and $789.2 million of cash during the years ended December 31, 2024 and 2023, respectively.

During the year ended December 31, 2024, cash used by financing activities is primarily related to the repayment of our outstanding borrowings under our Senior Unsecured Revolving Credit Facility and Senior Unsecured Term Loan and by the payments of dividends and distributions to our Class A common stockholders and to holders of non-controlling interests in subsidiaries, partially offset by the proceeds from the Senior Notes and Subordinated Notes offerings.

Cash used in financing activities during the year ended December 31, 2023 primarily reflects the payments of dividends and distributions to our Class A common stockholders and to holders of non-controlling interests in subsidiaries and the redemptions of the outstanding shares of the Public SPACs, which were funded by our Assets held in Trust Account.

This was partially offset by net proceeds from our credit facilities.

Cash used in financing activities during year ended December 31, 2022 primarily reflects the net impact of distributions to partners and non-controlling interests, the repayment of amounts borrowed under the Subordinated Credit Facility, and purchase of partnership interests with IPO proceeds, which is partially offset by the net proceeds from the IPO in January 2022.

Off-Balance Sheet Arrangements

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The accounting policies we believe to reflect our more significant estimates, judgments and assumptions that are most critical to understanding and evaluating our reported financial results are:

revenue recognition and fair value measurements.

revenue recognition, fair value measurements, business combinations and intangible assets.

We recognize revenue in accordance with ASC 606.

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In determining the transaction price, variable consideration is included only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized would not occur when the uncertainty associated with the variable consideration is resolved.

The guidance requires us to assess whether we are the principal versus agent in the arrangement based on the notion of control, which affects recognition of revenue on a gross or net basis.

Essentially all of our revenue and operations are directly or indirectly supporting affiliated investment funds and derived from or related to their underlying investments.

The guidance requires us to assess whether we are the principal versus the agent in the arrangement based on the notion of control, which affects recognition of revenue on a gross or net basis.

Essentially all of our revenue and operations are directly or indirectly supporting affiliated investment funds and are derived from or related to their underlying investments.

Management fees related to our funds are generally based on a fixed percentage of the committed capital, invested capital, cost of investments or Net Asset Value (“NAV”).

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Accordingly, the amount recognized as performance allocation income reflects our share of the gains and losses of the associated fund’s underlying investments measured at their then-fair values, relative to the fair values as of the end of the prior period.

Performance allocations are generally realized when an underlying investment is profitably disposed of and the fund’s cumulative returns are in excess of the specific hurdle rates, as defined in the applicable governing documents.

Performance allocations are generally

realized when an underlying investment is profitably disposed of and the fund’s cumulative returns are in excess of the specific hurdle rates, as defined in the applicable governing documents.

For any given period, performance allocations on our consolidated statements of operations may include reversals of previously recognized amounts due to a decrease in the value of a particular fund that results in a decrease of cumulative performance allocations earned to date.

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• Level II—Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the measurement date, and fair value is determined through the use of models or other valuation methodologies.

The types of financial instruments generally classified in this category include

securities with less liquidity traded in active markets, securities traded in other than active markets, corporate bonds and loans, and government and agency securities.

The types of financial instruments generally classified in this category include securities with less liquidity traded in active markets, securities traded in other than active markets, corporate bonds and loans, and government and agency securities.

• Level III—Pricing inputs are unobservable for the financial instruments and include situations where there is little, if any, market activity for the financial instrument.

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The fair value of the investments held by TPG funds is the primary input to the calculation of certain of our management fees, incentive fees, capital allocation based income, and performance allocation compensation.

The TPG funds are accounted for as investment companies in accordance with U.S.

GAAP guidance and reflect their investments, including majority-owned and controlled investments, at fair value.

The TPG funds are accounted for as investment companies in accordance with ASC 946 and reflect their investments, including majority-owned and controlled investments, at fair value.

In the absence of observable market prices, we utilize valuation methodologies applied on a consistent basis and assumptions that we believe market participants would use to determine the fair value of the investments.

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Business Combinations

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

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

The excess of the consideration transferred, the fair value in any noncontrolling interest in the acquiree, and the fair value of our previously held interest in the acquiree over the net of the acquisition-date values of the identifiable assets and liabilities assumed is recognized as goodwill.

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

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

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

Intangible Assets

Our intangible assets consist of our interests in future promote of certain funds, our interests in the future management fees of certain funds, acquired investor relationships, acquired technology, and trade names.

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

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

For business combinations accounted for under the acquisition

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

Intangible Assets

Our intangible assets consist of the fair value of our interests in future promote of certain funds and the fair value of acquired investor relationships representing the fair value of management fees earned from existing investors in future funds.

Finite-lived intangible assets are amortized over their estimated useful lives, which range from 2 years to 20 years, and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the intangible asset may not be recoverable.

3 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 7. Management’s Discussion and Analysis