What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2025-02-18 compared with 2024-02-23 · 555 added, 646 removed, 1258 unchanged (49% of the section changed)

Financial Statements

Financial Statements a nd Supp lementary Data

Report of Independent Registered Public Accounting Firm (PCAOB ID No.

6 unchanged sentences

To the Shareholders and the Board of Directors of TPG Inc.

Opinion on the Financial Statements

Opinions on the Financial Statements and Internal Control over Financial Reporting

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

1 unchanged sentence

We also have audited the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

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

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

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

Basis for Opinion

Basis for Opinions

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

18 unchanged sentences

Critical Audit Matter

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

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

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

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

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

1 unchanged sentence

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

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

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

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

5 unchanged sentences

How the Critical Audit Matter Was Addressed in the Audit

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

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

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

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

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

Our fair value specialist procedures included testing the underlying source information of the assumptions, as well as developing a range of independent estimates and comparing those to the inputs used by management.

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

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

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

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

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

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

Critical Audit Matter Description

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

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

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

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

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

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

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

How the Critical Audit Matter Was Addressed in the Audit

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

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

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

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

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

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

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

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

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

/s/ Deloitte & Touche LLP

11 unchanged sentences

7,503,281 6,724,112

Intangible assets 649,508 136,187

Intangible assets, net 533,707 649,508

Goodwill 436,079 436,079

Other assets 793,838 462,625

Assets of consolidated Public SPACs (1) :

Cash and cash equivalents — 5,097

Assets held in Trust Accounts — 653,635

Other assets — 457

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

Liabilities, Redeemable Equity and Equity

Liabilities and Equity

Accounts payable and accrued expenses $ 211,914 $ 171,796

4 unchanged sentences

Other liabilities 607,562 652,463

Liabilities of consolidated Public SPACs (1) :

Derivative liabilities — 667

Deferred underwriting — 22,750

Other liabilities — 236

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

Commitments and contingencies (Note 17)

Redeemable equity attributable to consolidated Public SPACs (1)

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)

2 unchanged sentences

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

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

_________________

(1) The Company’s consolidated total assets and liabilities as of December 31, 2024 and December 31, 2023 include assets and liabilities of variable interest entities (“VIEs”).

The assets can be used only to satisfy obligations of the VIEs, and the creditors of the VIEs have recourse only to these assets, and not to TPG Inc.

These amounts include the assets and liabilities of consolidated Public SPACs, restricted cash, assets pledged of securitization vehicles, secured borrowings of securitization vehicles, and redeemable equity of consolidated Public SPACs.

These assets can be used only to satisfy obligations of the VIEs, and the creditors of the VIEs have recourse only to these assets, and not to TPG Inc.

See Notes 2, 11 and 12 to the Consolidated Financial Statements .

15 unchanged sentences

Interest expense 87,511 38,528 21,612

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 3,316

Total expenses 3,578,323 2,363,803 1,944,799

1 unchanged sentence

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 ( 110,131 )

Interest, dividends and other 82,743 42,622 9,168

Investment and other income of consolidated Public SPACs — 8,359 19,123

Total investment income (loss) 53,417 57,545 ( 81,840 )

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

(Loss) income before income taxes ( 24,824 ) 83,653 ( 23,752 )

Income tax expense 52,091 60,268 32,483

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

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

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

Net (loss) income ( 76,915 ) 23,385 ( 56,235 )

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

Net income attributable to other non-controlling interests prior to Reorganization and IPO — — 966

16 unchanged sentences

Shares of TPG Inc.

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

Equity Other Non-Controlling Interests Total Partners' Capital/

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

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

Capital contributions — — — — — — — — — 29,776 29,776

Capital distributions ( 1,230,510 ) — — — — — — — — ( 1,219,184 ) ( 2,449,694 )

Deconsolidation of previously consolidated entities 36,386 — — — — — — — — 61,151 97,537

Change in redemption value of redeemable non-controlling interest 35,157 — — — — — — — — 53,292 88,449

Acquisition of NewQuest — — — — — — — — — 301,189 301,189

Reorganization ( 1,721,062 ) — — — — — — — — 693,651 ( 1,027,411 )

Balance at December 31, 2021 $ 1,606,593 — — $ — $ — $ — $ — $ — $ — $ 4,654,821 $ 6,261,414

See accompanying notes to Consolidated Financial Statements.

Consolidated Statements of Changes in Equity

(dollars in thousands, except share data)

Shares of TPG Inc.

Equity Other Non-Controlling Interests Total Partners' Capital/

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

Equity Non-Controlling Interests Total Partners' Capital/

Balance at January 1, 2022 $ 1,606,593 — — $ — $ — $ — $ — $ — $ 4,654,821 $ 6,261,414

21 unchanged sentences

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

Equity Other Non-Controlling Interests Total Partners' Capital/

Equity Non-Controlling Interests Total Equity

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

13 unchanged sentences

See accompanying notes to Consolidated Financial Statements.

Consolidated Statements of Changes in Equity

(dollars in thousands, except share data)

Shares of TPG Inc.

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

Equity Non-Controlling Interests Total Equity

Balance at January 1, 2024 80,596,501 281,657,626 $ 80 $ 282 $ 613,476 $ ( 34,681 ) $ 579,157 $ 2,781,977 $ 3,361,134

Net income (loss) — — — — — 23,483 23,483 ( 100,398 ) ( 76,915 )

Equity-based compensation — — — — 192,852 — 192,852 756,591 949,443

Capital contributions — — — — — — — 220,934 220,934

Dividends/distributions — — — — — ( 175,785 ) ( 175,785 ) ( 657,595 ) ( 833,380 )

Shares issued for net settlement of equity-based awards 2,713,730 — 3 — ( 3 ) — — — —

Withholding taxes paid on net settlement of equity-based awards — — — — ( 21,361 ) — ( 21,361 ) ( 46,310 ) ( 67,671 )

Exchange of Common Units to TPG Inc.

Class A Common stock 25,901,124 ( 25,901,124 ) 26 ( 26 ) 38,444 — 38,444 — 38,444

Equity reallocation between controlling and non-controlling interest — — — — 147,311 — 147,311 ( 147,311 ) —

Balance at December 31, 2024 109,211,355 255,756,502 $ 109 $ 256 $ 970,719 $ ( 186,983 ) $ 784,101 $ 2,807,888 $ 3,591,989

See accompanying notes to Consolidated Financial Statements.

Consolidated Statements of Cash Flows

3 unchanged sentences

Operating activities:

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

Net (loss) income $ ( 76,915 ) $ 23,385 $ ( 56,235 )

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

1 unchanged sentence

Performance allocation compensation 930,053 591,676 416,556

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

Net losses (gains) from investment activities 29,326 ( 6,564 ) 110,131

Capital allocation-based income ( 1,413,006 ) ( 855,285 ) ( 756,252 )

Depreciation and amortization 135,386 47,673 32,990

Other non-cash activities 43,856 52,955 ( 3,051 )

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

Unrealized gains from investment activities of consolidated Public SPACs — ( 667 ) ( 12,382 )

Changes in operating assets and liabilities:

7 unchanged sentences

Other liabilities ( 108,769 ) ( 40,283 ) ( 22,515 )

Changes related to consolidated TPG Funds and Public SPACs:

Purchases of investments — — ( 216,657 )

Proceeds from investments — — 218,695

Cash and cash equivalents 5,097 274 5,839

Changes related to consolidated Public SPACs:

Cash and cash equivalents related to consolidated Public SPACs — 5,097 274

Assets held in Trust Accounts — 653,635 346,392

3 unchanged sentences

Investing activities:

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

Acquisition of Angelo Gordon ( 16,334 ) ( 356,835 ) —

Repayments of notes receivable from affiliates — — 14,937

1 unchanged sentence

Purchases of fixed assets ( 28,131 ) ( 16,728 ) ( 2,449 )

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

Net cash used in investing activities ( 44,465 ) ( 373,563 ) ( 3,012 )

9 unchanged sentences

Contributions from holders of other non-controlling interests 220,934 21,769 7,822

See accompanying notes to Consolidated Financial Statements.

Year Ended December 31,

2023 2022 2021

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

Distributions to holders of other non-controlling interests — — ( 318,942 )

Dividends/Distributions ( 832,491 ) ( 643,224 ) ( 662,812 )

Distributions to partners prior to Reorganization and IPO — ( 355,282 ) ( 1,066,680 )

Changes related to TPG Funds and Public SPACs:

Proceeds from SPAC IPOs — — 935,000

Payments of underwriting and offering costs — — ( 18,700 )

Distributions to partners — — ( 355,282 )

Redemption of redeemable equity — ( 661,001 ) ( 352,014 )

Contributions from holders of non-controlling interests — — 540

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

Net cash used in financing activities $ ( 344,860 ) $ ( 789,234 ) $ ( 1,238,080 )

See accompanying notes to Consolidated Financial Statements.

Year Ended December 31,

2024 2023 2022

Net change in cash, cash equivalents and restricted cash $ 142,821 $ ( 442,279 ) $ 134,786

4 unchanged sentences

Cash paid for interest 65,371 33,549 18,352

Supplemental disclosures of non-cash operating activities:

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

In-kind proceeds from investments — — 36,334

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

Supplemental disclosures of non-cash investing and financing activities:

Reorganization — — ( 952,411 )

NewQuest contingent consideration — — 8,400

Equity interests transferred for NewQuest acquisition — — 24,600

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

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

Distributions payable to partners — — 352,722

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

Repayments of notes receivable to affiliates — — 3,045

Reconciliation of cash, cash equivalents and restricted cash, end of period:

6 unchanged sentences

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

Reorganization and IPO

The owners of TPG Group Holdings and the TPG Operating Group completed a series of actions on January 12, 2022 as part of a corporate reorganization (the “Reorganization”), in conjunction with an initial public offering (“IPO”) that was completed on January 18, 2022.

TPG Partners, LLC was created on August 4, 2021 to effectuate the IPO and acquire Common Units of the TPG Operating Group on behalf of public investors.

TPG Partners, LLC was designed as a holding company, and its only business was to act as the owner of the entities serving as the general partner of the TPG Operating Group partnerships.

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

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

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

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

• TPG Group Holdings, the TPG Operating Group, and TPG Partners, LLC completed the remaining steps of the planned Reorganization.

The TPG Operating Group created Common Units and issued them to the Company and the other non-controlling interest holders of the TPG Operating Group.

Immediately following the Reorganization, the TPG Operating Group and its subsidiaries were controlled by the same parties and as such, the Reorganization is a transfer of interests under common control.

Accordingly, the Company will carry forward the existing value of the members’ interests in the assets and liabilities in these Consolidated Financial Statements prior to the IPO into the financial statements following the IPO.

• TPG Partners, LLC changed its name to TPG Inc.

and converted to a corporation.

offered 33,900,000 shares of Class A common stock at a price of $ 29.50 per share, including 5,589,806 shares sold by a non-controlling interest holder of the TPG Operating Group, in the IPO.

Additionally, certain Pre-IPO Investors exchanged their interests in the TPG Operating Group for interests in TPG Inc.

totaling 35,136,254 Class A voting and 8,258,901 Class A non-voting common stock.

The IPO closed on January 18, 2022, and TPG Inc.

received proceeds totaling $ 770.9 million, net of $ 41.8 million in underwriting discounts and commissions, as well as $ 22.5 million of issuance costs.

Proceeds of $ 379.6 million were used to repurchase Common Units of the TPG Operating Group from certain existing non-controlling interest holders, acquire newly issued Common Units of the TPG Operating Group and the remaining net proceeds are available for general corporate purposes.

As a result of the Reorganization and IPO, TPG Inc.

only holds Common Units of the TPG Operating Group.

On February 9, 2022, the Company and the selling stockholder sold an additional 1,775,410 and 1,614,590 Class A common stock, respectively, at the initial public offering price pursuant to the underwriters’ exercise of their option to purchase additional shares.

received additional net proceeds totaling approximately $ 49.8 million.

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

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

Notes to Consolidated Financial Statements

As of December 31, 2024, TPG Inc.

held approximately 30 % of the outstanding Common Units of the TPG Operating Group.

Summary of Significant Accounting Policies

1 unchanged sentence

The accompanying consolidated financial statements (the “Consolidated Financial Statements”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

GAAP”) and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the Company’s Consolidated Financial Statements.

All dollar amounts are stated in thousands unless otherwise indicated.

2 unchanged sentences

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

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

Following the completion of our IPO, TPG Inc.

is the successor for accounting purposes.

Prior to the Reorganization and IPO, the Company’s predecessor consolidated certain TPG Funds and Public SPACs (herein referred to as “consolidated TPG Funds and Public SPACs”) pursuant to U.S.

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

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

Public SPACs are consolidated pursuant to U.S.

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

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

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

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

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

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

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

or net income attributable to other non-controlling interests.

As of December 31, 2024 and December 31, 2023, the Company did not have any investment in consolidated Public SPACs.

Use of Estimates

7 unchanged sentences

Entities that do not qualify as VIEs are assessed for consolidation as voting interest entities (“VOE”) under the voting interest model.

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

Notes to Consolidated Financial Statements

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

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

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

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

2 unchanged sentences

A controlling financial interest is defined as (i) the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE.

The consolidation guidance requires an analysis to determine (i) whether an entity in which TPG holds a variable interest is a VIE and (ii) whether TPG’s involvement, through holding interest directly or indirectly in the entity or contractually through other variable interests, would give it a controlling financial interest.

The consolidation guidance requires an analysis to determine (i) whether an entity in which TPG holds a variable interest is a VIE and (ii) whether TPG’s involvement, through holding an interest directly or indirectly in the entity or contractually through other variable interests, would give it a controlling financial interest.

Performance of that analysis requires judgment.

16 unchanged sentences

The difference between the carrying value and its estimated fair value is recognized as an impairment when the loss is deemed other than temporary.

The TPG funds are considered investment companies under Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies (“ASC 946”).

The TPG funds are considered investment companies under Accounting Standards Codification (“ASC” or the “Codification”) Topic 946, Financial Services – Investment Companies (“ASC 946”).

The Company, along with the TPG funds, applies the specialized accounting promulgated in ASC 946 and, as such, neither the Company nor the TPG funds consolidate wholly-owned, majority-owned and/or controlled portfolio companies.

2 unchanged sentences

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

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

The market approach consists of utilizing observable market data, such as current trading or acquisition multiples of comparable companies, and applying it to key financial metrics, such as earnings before

Notes to Consolidated Financial Statements

interest, depreciation and taxes, of the portfolio company.

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

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

14 unchanged sentences

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

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

Those investments were fair valued in purchase accounting as discussed in Note 3 to the Consolidated Financial Statements.

Equity Method Investments – Other

16 unchanged sentences

Impairment, if any, is recognized in net gains (losses) from investment activities in the Consolidated Financial Statements.

Investments Held for Sale and Other

Investments held for sale and other are held primarily for the purpose of selling in the near term.

The Company elects the fair value option, in accordance with ASC Topic 825, Financial Instruments , for certain investments held for sale with changes in fair value recognized in net gains (losses) from investment activities in the Consolidated Financial Statements.

Such election is irrevocable and is applied on an investment-by-investment basis at initial recognition.

Management believes that the election of the fair value option for investments held for sale improves financial reporting by presenting the most relevant market indication of investments held for sale.

The Company records investments held for sale and other at fair value using discounted cash flow and market comparable approaches.

Interest income on investments held for sale and other is calculated based upon the contractual rate of the investment, where applicable, and recorded in interest, dividends and other in the Consolidated Financial Statements.

For investments held for sale, up-front costs and certain other fees are expensed as incurred, or at the time of funding for the respective investment.

Loan Held for Sale

From time to time, the Company may enter into transactions in which it arranges short-term funding for affiliates, such as portfolio companies or investees, as part of the Company’s capital markets activities.

The Company invests in loans issued by portfolio companies that are held for sale.

Loans held for sale are recorded at the lower of amortized cost basis or fair value, in which the fair value approximates the carrying amounts represented in the Consolidated Financial Statements.

Non-Controlling Interests

2 unchanged sentences

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

Notes to Consolidated Financial Statements

Revenues consisted of the following (in thousands):

11 unchanged sentences

Total revenues $ 3,500,082 $ 2,389,911 $ 2,002,887

Notes to Consolidated Financial Statements

Fees and Other

2 unchanged sentences

In determining the transaction price, the Company includes variable consideration 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.

Notes to Consolidated Financial Statements

Revenue Streams

45 unchanged sentences

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

However, as these fees are payable on a regular basis, the uncertainty relating to the constraint is resolved and accordingly revenue is recognized at the end of the period.

After the contract is established, management does not make any significant judgments in determining the transaction price.

Notes to Consolidated Financial Statements

Management fee rates generally range between the following:

5 unchanged sentences

NAV 0.50 % 1.50 %

Notes to Consolidated Financial Statements

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

3 unchanged sentences

See Note 14 to the Consolidated Financial Statements.

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

Monitoring Fees

15 unchanged sentences

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

Notes to Consolidated Financial Statements

Capital Allocation-Based Income (Loss)

5 unchanged sentences

See discussion above regarding “Incentive Fees”.

Notes to Consolidated Financial Statements

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

16 unchanged sentences

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

Notes to Consolidated Financial Statements

Investment Income

3 unchanged sentences

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

Income from Investments Held for Sale and Other

Income from investments held for sale and other includes unrealized gains and losses resulting from changes in the fair value of these investments during the period.

Income from investments held for sale and other is recorded in net gains (losses) from investment activities on the Consolidated Financial Statements.

Notes to Consolidated Financial Statements

Income from Equity Method Investments for which the Fair Value Option Was Elected

5 unchanged sentences

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

Unrealized gains (losses) from derivative liabilities of Public SPACs

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

Investment and other income of consolidated Public SPACs

Investment and other income of consolidated Public SPACs includes unrealized gains and losses from changes in fair value of warrants and forward purchase agreements (“FPAs”) and interest, dividends and other income related to Public SPACs.

Interest, Dividends and Other

10 unchanged sentences

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

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

Notes to Consolidated Financial Statements

eligibility date.

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

2 unchanged sentences

Accordingly, upon a reversal of performance allocations, the related compensation expense, if any, is also reversed.

Notes to Consolidated Financial Statements

Net Income (Loss) Per Share of Class A Common Stock

3 unchanged sentences

Unvested participating shares of common stock are excluded from the computation in periods of loss as they are not contractually obligated to share in losses.

The Company applies the treasury stock method to determine the dilutive weighted-average common shares represented by the unvested restricted stock units.

The Company applies the treasury stock method to determine the dilutive weighted-average common shares represented by the unvested restricted stock units (“RSUs”).

The Company applies the if-converted method to the TPG Operating Group partnership units to determine the dilutive impact, if any, of the exchange right included in the TPG Operating Group partnership units.

2 unchanged sentences

Restricted cash balances relate to cash balances reserved for the payment of interest on the Company’s secured borrowings.

Cash and Cash Equivalents Held by Consolidated Public SPACs

Cash and cash equivalents held by consolidated Public SPACs represent cash and cash equivalents that are held by consolidated Public SPACs and are not available to fund the general liquidity needs of the Company.

Assets Held in Trust Accounts

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

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

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

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

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

based account.

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

See Note 15 to the Consolidated Financial Statements.

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

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

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

government treasury obligations.

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

See Note 15 to the Consolidated Financial Statements.

Notes to Consolidated Financial Statements

Derivative Liabilities of Public SPACs

14 unchanged sentences

The Company routinely evaluates its contractual arrangements to determine whether embedded derivatives exist.

Embedded derivatives are separated from the host contract and accounted for separately if the economic characteristics and risks of the host contract and the embedded derivative are not closely related, if a separate instrument with the same terms as the embedded derivative would meet the definition of a derivative and if the combined instrument is not measured at fair value through profit or loss.

Embedded derivatives are separated from the host contract and accounted for separately if the economic characteristics and risks of the host contract and the embedded derivative are not clearly and closely related, if a separate instrument with the same terms as the embedded derivative would meet the definition of a derivative and if the combined instrument is not measured at fair value through profit or loss.

For derivative contracts where an enforceable master netting agreement is in place, the Company has elected to offset derivative assets and liabilities, as well as cash that may have been received or pledged, as part of collateral arrangements with the respective counterparty in the Consolidated Financial Statements.

The master netting agreements provide the Company and the counterparty the right to liquidate collateral and the right to offset each other’s obligations in the event of default by either party.

Notes to Consolidated Financial Statements

Certain of the Company’s consolidated Public SPACs issued public warrants and FPAs in conjunction with their IPO.

5 unchanged sentences

Fair Value Measurement

ASC 820 establishes a fair value hierarchy that prioritizes and ranks the level of observability of inputs used to measure the investments at fair value.

The observability of inputs is impacted by a number of factors, including the type of investment, characteristics specific to the investment, market conditions and other factors.

ASC 820 establishes a fair value hierarchy that prioritizes and ranks the level of observability of inputs used to measure financial assets and liabilities reported at fair value.

The observability of inputs is impacted by a number of factors, including the type of instrument, characteristics specific to the instrument, market conditions and other factors.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level I measurements) and the lowest priority to unobservable inputs (Level III measurements).

Investments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets will typically have a higher degree of input observability and a lesser degree of judgment applied in determining fair value.

Notes to Consolidated Financial Statements

Financial instruments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets will typically have a higher degree of input observability and a lesser degree of judgment applied in determining fair value.

The three levels of the fair value hierarchy under ASC 820 are as follows:

Level I – Quoted prices (unadjusted) in active markets for identical investments at the measurement date are used.

The types of investment generally included in Level I are publicly listed equities, debt and securities sold, not yet purchased.

Level II – Pricing inputs are other than quoted prices included within Level I that are observable for the investment, either directly or indirectly.

Level II pricing inputs include quoted prices for similar investments in active markets, quoted prices for identical or similar investments in markets that are not active, inputs other than quoted prices that are observable for the investment, and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

The types of investments generally included in Level II are restricted securities listed in active markets, corporate bonds and loans.

Level III – Pricing inputs are unobservable and include situations where there is little, if any, market activity for the investment.

Level I – Quoted prices (unadjusted) in active markets for identical financial instruments at the measurement date are used.

The types of instruments generally included in Level I are publicly listed equities and debt.

Level II – Pricing inputs are other than quoted prices included within Level I that are observable for the financial instrument, either directly or indirectly.

Level II pricing inputs include quoted prices for similar financial instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, inputs other than quoted prices that are observable for the instrument, and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

The types of instruments generally included in Level II are restricted securities listed in active markets, corporate bonds and loans.

Level III – Pricing inputs are unobservable and include situations where there is little, if any, market activity for the financial instrument.

The inputs used in determination of fair value require significant judgment and estimation.

The types of investments generally included in Level III are privately held debt and equity securities.

The types of instruments generally included in Level III are privately held debt, equity securities and contingent consideration.

In some cases, the inputs used to measure fair value might fall within different levels of the fair value hierarchy.

In such cases, the level in the fair value hierarchy within which the investment is categorized in its entirety is determined based on the lowest level input that is significant to the investment.

Assessing the significance of a particular input to the valuation of an investment in its entirety requires judgment and considers factors specific to the investment.

The categorization of an investment within the hierarchy is based upon the pricing transparency of the investment and does not necessarily correspond to the perceived risk of that investment.

In certain instances, an investment that is measured and reported at fair value may be transferred into or out of Level I, II, or III of the fair value hierarchy.

In such cases, the level in the fair value hierarchy within which the instrument is categorized in its entirety is determined based on the lowest level input that is significant to the instrument.

Assessing the significance of a particular input to the valuation of an instrument in its entirety requires judgment and considers factors specific to the instrument.

The categorization of an instrument within the hierarchy is based upon the pricing transparency of the instrument and does not necessarily correspond to the perceived risk of that instrument.

In certain instances, an instrument that is measured and reported at fair value may be transferred into or out of Level I, II, or III of the fair value hierarchy.

In certain cases, debt and equity securities are valued on the basis of prices from an orderly transaction between market participants provided by reputable dealers or pricing services.

In determining the value of a particular investment, pricing services may use certain information with respect to transactions in such investments, quotations from dealers, pricing matrices, market transactions in comparable investments and various relationships between investments.

When a security is valued based on dealer quotes, the Company subjects those quotes to various criteria in making the determination as to whether a particular investment would qualify for treatment as a Level II or Level III investment.

In determining the value of a particular instrument, pricing services may use certain information with respect to transactions in such instruments, quotations from dealers, pricing matrices, market transactions of comparable instruments and various relationships between instruments.

When a security is valued based on dealer quotes, the Company subjects those quotes to various criteria in making the determination as to whether a particular instrument would qualify for treatment as a Level II or Level III instrument.

Some of the factors considered include the number and quality of quotes, the standard deviations of the observed quotes and the corroboration of the quotes to independent pricing services.

Level III investments may include common and preferred equity securities, corporate debt, and other privately issued securities.

Notes to Consolidated Financial Statements

Level III instruments may include common and preferred equity securities, corporate debt, other privately issued securities and contingent consideration.

When observable prices are not available for these securities, one or more valuation techniques (e.g., the market approach and/or the income approach) for which sufficient and reliable data is available are used.

Within Level III, the use of the market approach generally consists of using comparable market transactions or other data, while the use of the income approach generally utilizes the net present value of estimated future cash flows, adjusted, as appropriate, for liquidity, credit, market and other risk factors.

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

The period of time over which the underlying assets of the investments will be liquidated is unknown.

Financial Instruments

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

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

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

See Note 12 to the Consolidated Financial Statements.

Notes to Consolidated Financial Statements

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

The period of time over which the underlying assets of the instruments will be liquidated is unknown.

Due From and Due To Affiliates

2 unchanged sentences

Business Combinations

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

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

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

4 unchanged sentences

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

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

Goodwill represents the excess of consideration transferred, the fair value in any noncontrolling interest in the acquiree and the fair value of any previously held equity interest in the acquiree over the net of the acquisition-date values of the identifiable assets and liabilities assumed.

Goodwill is not amortized.

Goodwill is reviewed for impairment at least annually utilizing a qualitative or quantitative approach, and more frequently if circumstances indicate impairment may have occurred.

The impairment testing for goodwill under the qualitative approach is based first on a qualitative assessment to determine if it is more likely than not that the fair value of the Company’s reporting unit is less than its respective carrying value.

If it is determined that it is more likely than not that a reporting unit’s fair value is less than its carrying value, the Company performs a quantitative analysis.

The impairment testing for goodwill under the qualitative approach is based first on an assessment to determine if it is more likely than not that the fair value of the Company’s reporting unit is less than its respective carrying value.

If it is determined that it is more likely than not that the reporting unit’s fair value is less than its carrying value, the Company performs a quantitative analysis.

When the quantitative approach indicates an impairment, an impairment loss is recognized to the extent by which the carrying value exceeds the fair value, not to exceed the total amount of goodwill.

As of December 31, 2024, we believe it is more likely than not that the fair value of our reporting unit exceeds its carrying value.

Notes to Consolidated Financial Statements

Intangible Assets

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

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

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

5 unchanged sentences

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

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

Notes to Consolidated Financial Statements

measure the lease liability.

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

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

The lease terms may include options to extend or terminate the lease which are accounted for when it is reasonably certain that the Company will exercise that option.

As the discount rate implicit to the lease is not readily determinable, incremental borrowing rates of the Company were used.

If the discount rate implicit to the lease is not readily determinable, incremental borrowing rates of the Company are used.

The incremental borrowing rates are based on the information available including, but not limited to, collateral assumptions, the term of the lease, and the economic environment in which the lease is denominated at the commencement date.

The Company elected the package of practical expedients provided under the guidance.

The practical expedient package applies to leases commenced prior to the adoption of the new standard and permits companies not to reassess whether existing or expired contracts are or contain a lease, the lease classification, and any initial direct costs for any existing leases.

The practical expedient package applies to leases commenced prior to the adoption of ASC Topic 842, Leases (“ASC 842”) and permits companies not to reassess whether existing or expired contracts are or contain a lease, the lease classification, and any initial direct costs for any existing leases.

The Company has elected to not separate the lease and non-lease components within the contract.

6 unchanged sentences

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

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

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

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

1 unchanged sentence

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

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

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

Additionally, the Company’s leases do not contain restrictions or covenants that restrict the Company from incurring other financial obligations.

The Company also does not provide any residual value guarantees for the leases or have any significant leases that have yet to be commenced.

The Company also does not provide any residual value guarantees for the leases.

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

1 unchanged sentence

Operating lease expense is recognized on a straight-line basis over the lease term and is recorded within general, administrative and other in the accompanying Consolidated Financial Statements (see Note 16 to the Consolidated Financial Statements).

Notes to Consolidated Financial Statements

Redeemable Equity from Consolidated Public SPACs

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

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

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

The Company adjusts the redeemable equity to full redemption value on a quarterly basis.

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

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

2 unchanged sentences

The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable.

When evidence of loss in value has occurred, management compares the estimated undiscounted cash flows associated with the long-lived asset to its carrying value to determine whether an impairment has occurred.

Upon the occurrence of a triggering event, management compares the estimated undiscounted cash flows associated with the long-lived asset to its carrying value to determine whether an impairment has occurred.

If the undiscounted cash flows are less than the carrying value, an impairment is recorded as the difference between the fair value of the long-lived asset and its carrying value.

5 unchanged sentences

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

Foreign currency gains and losses resulting from transactions in

Notes to Consolidated Financial Statements

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

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

Repurchase Agreements

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

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

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

1 unchanged sentence

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

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

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

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

3 unchanged sentences

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

Redeemable Equity from Consolidated Public SPACs

The Company adjusts the redeemable equity to full redemption value on a quarterly basis.

Notes to Consolidated Financial Statements

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

4 unchanged sentences

federal income tax purposes and therefore was not subject to U.S.

federal and state income taxes except for certain consolidated subsidiaries that were subject to taxation in the U.S.

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

federal and state income taxes except for certain consolidated subsidiaries that were subject to taxation in the United States (federal, state and local) and foreign jurisdictions as a result of their entity classification for tax reporting purposes.

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

3 unchanged sentences

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

Notes to Consolidated Financial Statements

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

6 unchanged sentences

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

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

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

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

Segment Reporting

The Company provides a variety of fee-based asset management services to the TPG funds, limited partners, SMAs and clients, and other vehicles, primarily in North America.

The Company is also entitled to performance allocations from the TPG funds when the Company has a general partner interest.

The Company operates its business as a single operating and reportable segment, as the Company’s CODM, its CEO, manages the business on a consolidated basis.

The Company operates collaboratively across product lines through shared investment themes and relies on shared support functions that spans across product lines.

The CODM uses consolidated net income as one of the primary measures to make resource allocation decisions and evaluate the performance of the Company.

There is no difference between segment assets and total consolidated assets.

As the Company operates as a single segment, the accounting policies utilized by the segment are consistent with those included in the Consolidated Financial Statements here within.

Regulated Entities

At December 31, 2023, the Company consolidates a registered broker-dealer subsidiary that is subject to the minimum net capital requirements of the SEC and FINRA which may restrict the Company’s ability to withdraw funds from the broker-dealer.

At December 31, 2024, the Company consolidates a registered broker-dealer subsidiary that is subject to the minimum net capital requirements of the SEC and FINRA that may restrict the Company’s ability to withdraw funds from the broker-dealer.

The broker-dealer has continuously operated in excess of its minimum net capital requirements.

5 unchanged sentences

Recent Accounting Pronouncements

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

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) .

ASU 2024-03 aims to enhance transparency for users of financial statements by requiring public business entities to provide more detailed information about the types of expenses in commonly presented expense captions.

In particular, ASU 2024-03 contains new required tabular disclosures related to the amounts of specified natural expenses (e.g., employee compensation, depreciation, intangible asset amortization, etc.) disclosed in a particular expense caption.

Additionally, ASU 2024-03 clarifies that certain other expenses and gains or losses that must be disclosed under existing GAAP recorded in a relevant expense caption must also be presented in the same tabular disclosure.

Lastly, ASU 2024-03 requires separate disclosure of selling expenses.

ASU 2024-03 is effective for the Company beginning in after December 15, 2026, with early adoption permitted.

The Company is currently evaluating the impact of adoption of ASU 2024-03 on its Consolidated Financial Statements and disclosures.

On March 21, 2024, the FASB issued ASU 2024-01, Compensation—Stock Compensation (Topic 718):

Scope Application of Profits Interest and Similar Awards , which provides illustrative guidance to help entities determine whether profits interest and similar awards should be accounted for as share-based payment arrangements within the scope of ASC Topic 718, Compensation—Stock Compensation .

For public business entities, the amendments in this ASU are effective for annual periods beginning after December 15, 2024, and interim periods within those annual periods.

The Company is currently evaluating the impact of adoption of ASU 2024-01, but does not expect the adoption to have a material impact on its Consolidated Financial Statements and disclosures.

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

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

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

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

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

2 unchanged sentences

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

Recently Adopted Accounting Guidance

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

Improvements to Reportable Segment Disclosures.

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

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

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

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

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

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

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

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

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

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

GAAP for all entities.

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

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

Recently Adopted Accounting Guidance

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

Under current guidance, stakeholders have observed diversity in practice related to whether contractual sale restrictions should be considered in the measurement of the fair value of equity securities that are subject to such restrictions.

The amendments in ASU 2022-03 should be applied to equity securities with a contract containing a sale restriction that is executed or modified on or after the adoption date.

For equity securities with a contract containing a sale restriction that was executed before the adoption date, companies should continue to apply the historical accounting policy for measuring such securities until the contractual restriction expires or is modified.

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

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

Notes to Consolidated Financial Statements

ASU 2023-07 requires public entities to disclose significant segment expenses that are regularly provided to the chief operating decision maker (the “CODM”) and included within each reported measure of segment profit or loss and an amount and description of the composition of other segment items.

The ASU also contained additional disclosure requirements around the segment measure of profitability, the chief operating decision maker, and other required disclosures.

The Company adopted ASU 2023-07 on January 1, 2024.

Refer to Note 2:

Segment Reporting for further details.

Angelo Gordon Acquisition

3 unchanged sentences

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

Notes to Consolidated Financial Statements

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

1 unchanged sentence

GAAP equal to $ 1,143.4 million (“Purchase Price”) as described below.

The Purchase Price includes a combination of:

The Purchase Price included a combination of:

• $ 740.7 million in cash paid at closing;

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

• $ 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.

3 unchanged sentences

Notes to Consolidated Financial Statements

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

As of December 31, 2024, the accounting for the Acquisition was complete.

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

November 1, 2023

Purchase Price

Amounts payable to seller (2)

Common Units (3)

Fair value of Aggregate Annual Cash Holdback Amount (4)

Fair value of Earnout Payment (5)

Amounts payable to seller (b)

Common Units (c)

Fair value of Aggregate Annual Cash Holdback Amount (d)

Fair value of Earnout Payment (e)

Total Purchase Price $ 1,143,404

15 unchanged sentences

Goodwill $ 205,885

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

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

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

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

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

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

_________________

(a) Represents the closing cash consideration of $ 740.7 million, which was 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, which was fully released during the year ended December 31, 2024.

(b) Represents the difference between the estimated cash consideration paid at closing and the final cash consideration determined no later than April 30, 2024 in accordance with the amended terms of the Transaction Agreement, which was fully paid as of June 30, 2024.

(c) 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 was 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 Service Awards available to be granted in connection with the Acquisition are considered compensatory under U.S.

GAAP and are not part of the Purchase Price.

Refer to Note 19 for details.

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

Refer to Note 19 to the Consolidated Financial Statements for details.

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

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

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

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

(e) 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.

1 unchanged sentence

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

See Note 19 for details.

See Note 19 to the Consolidated Financial Statements for details.

Notes to Consolidated Financial Statements

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

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

As the Acquisition Date was close to

Notes to Consolidated Financial Statements

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

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

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

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

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

The goodwill recorded is not deductible for tax purposes.

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

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

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

Acquired carried interest 199,000 Discounted cash flow analysis 6.5

Management contracts $ 287,000 Multi-period excess earnings method ("MPEEM")

Contractual performance fee allocations 199,000 Discounted cash flow analysis 6.5

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

1 unchanged sentence

Fair value of intangible assets acquired $ 547,500

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

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

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

1 unchanged sentence

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

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

66,550 ( 25,798 )

Net income attributable to TPG Inc./controlling interest 66,550 ( 25,798 )

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

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

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

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

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

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

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

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

Notes to Consolidated Financial Statements

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

1 unchanged sentence

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

NewQuest Acquisition

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

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

The effect of the acquisition was a reallocation of equity between controlling and non-controlling interest of $ 33.6 million .

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

Notes to Consolidated Financial Statements

Investments consist of the following (in thousands):

2 unchanged sentences

1,284,255 923,440

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

Loan held for sale 47,880 —

Investments held to maturity, at amortized cost (includes assets pledged of $ 73,485 and $ 77,723 as of December 31, 2024 and December 31, 2023, respectively)

78,941 83,512

Investments held for sale and other (a)

Equity method - fair value option — 36,171

2 unchanged sentences

Total investments $ 7,503,281 $ 6,724,112

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

_______________

(a) As of December 31, 2024, investments held for sale and other includes $ 78.1 million of investments held for sale for which the fair value option has been elected.

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

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

1 unchanged sentence

2024 2023 2022

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

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

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

( 1,306 ) 802 230,186

Net (losses) gains from equity investments (c)

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

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

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

(“PACE”) completed a business combination which resulted in a gain on deconsolidation of PACE in an amount of $ 122.7 million.

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

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

Notes to Consolidated Financial Statements

Net gains of investments held for sale and other $ 2,572 $ — $ —

Net (losses) gains of equity method investments, fair value option ( 26,785 ) 15,264 ( 25,106 )

Net (losses) gains of equity method investments - other ( 1,217 ) ( 1,306 ) 802

Net losses from equity investments ( 3,896 ) ( 7,394 ) ( 85,827 )

Total net (losses) gains from investment activities $ ( 29,326 ) $ 6,564 $ ( 110,131 )

Loan Held for Sale

As of December 31, 2024, the Company entered into a short-term funding arrangement as part of the Company’s capital markets activities for $ 47.9 million, which is recorded at amortized cost basis in investments on the Consolidated Statements of Financial Condition.

Investments Held to Maturity, at Amortized Cost

1 unchanged sentence

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

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

The fair value of investments held to maturity, excluding any reserves for credit losses, was $ 81.6 million and $ 83.8 million at December 31, 2024 and 2023, respectively.

Notes to Consolidated Financial Statements

Equity Method Investments, Fair Value Option

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

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

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

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

In November 2024, the Company disposed of its entire ownership interest in Nerdy Inc.

(“NRDY”) consisting of 10.5 million shares of Class A common stock.

As of December 31, 2023, the Company held a 6.1 % beneficial ownership interest in NRDY consisting of 10.5 million shares of Class A common stock, with an aggregate fair value of $ 36.2 million.

Equity Method Investments

1 unchanged sentence

During the years ended December 31, 2024, 2023 and 2022, the Company did no t recognize any impairment losses on an equity method investment without a readily determinable fair value.

Equity Investments

Equity investments represent proprietary investment securities held by the Company.

At December 31, 2023 and December 31, 2022, the Company held equity investments with readily determinable fair values of $ 4.7 million and $ 12.1 million, respectively.

In December 2021, TPG PACE Solutions Corp.

(“TPGS”) completed a business combination with Vacasa Holdings, LLC, a leading vacation rental management platform.

The business combination was approved on November 30, 2021 by TPGS stockholders and closed on December 7, 2021.

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

As a result, the Company deconsolidated TPGS and recorded a gain of $ 109.9 million, which is included in net gains (losses) from investment activities.

Beginning December 7, 2021, Vacasa’s common stock started trading on the Nasdaq Stock Exchange under the ticker symbol “VCSA”.

The Company concluded that it does not exercise significant influence over Vacasa’s operating and financial policies.

As such, the Company accounts for its investment in VCSA as an equity investment.

Summarized Financial Information

TPG evaluates each of its equity method investments to determine if any are significant as defined in the regulations promulgated by the U.S.

Securities and Exchange Commission (the "SEC").

TPG evaluates each of its equity method investments to determine if any are significant as defined in the regulations promulgated by the SEC.

As of and for the years ended December 31, 2024, 2023 and 2022, no individual equity method investment held by TPG met the significance criteria.

As such, TPG is not required to present separate financial statements for any of its equity method investments.

Notes to Consolidated Financial Statements

The following table shows summarized financial information relating to the Consolidated Statements of Financial Condition for all of TPG’s equity method investments assuming 100 % ownership as of December 31, 2024 and 2023 (in thousands):

8 unchanged sentences

Net income $ 9,259,308 $ 6,957,662 $ 3,982,646

Investment Activities of Consolidated TPG Funds

As part of the Reorganization described in Note 1 to the Consolidated Financial Statements, all TPG Funds were deconsolidated as of December 31, 2021, thus the Company had no gains (losses) from investment activities of consolidated TPG Funds for the years ended December 31, 2023 and 2022.

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

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

Cash and cash equivalents $ 491,523

Investments held in Trust Accounts 430,265

Other assets 3,696

Derivative liabilities of Public SPACs ( 50,898 )

Other liabilities ( 32,580 )

Accounts payable and accrued expenses ( 7,278 )

Notes payable to affiliates ( 2,000 )

Amounts due to shareholders ( 500,000 )

Redeemable equity ( 430,265 )

Controlling interests 36,386

Other non-controlling interests 61,151

Derivative Instruments

1 unchanged sentence

As a result of the use of derivative contracts, the consolidated Public SPACs are exposed to the risk that counterparties will fail to fulfill their contractual obligations and are exposed to the volatility of the underlying instruments.

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

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

As of December 31, 2024 and December 31, 2023, the Company did not hold any FPAs or warrants.

Notes to Consolidated Financial Statements

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

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

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

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

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

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

Net gains on derivative instruments are included in the Consolidated Statements of Operations as investment and other income of consolidated Public SPACs.

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

Year Ended December 31,

2024 2023 2022

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

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

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

Unrealized gains, net on foreign currency forwards — — 28

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

Unrealized gains, net on public warrants $ — $ 667 $ 10,996

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

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

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

Net gains on derivative instruments of Public SPACs $ — $ 667 $ 12,382

Fair Value Measurement

2 unchanged sentences

Level I Level II Level III Total

Equity method investments - fair value option $ 36,171 $ — $ — $ 36,171

Investments held for sale and other (a)

$ — $ — $ 121,995 $ 121,995

Equity investments 128 — — 128

Total assets $ 128 $ — $ 121,995 $ 122,123

Aggregate Annual Cash Holdback Amount (a)

Aggregate Annual Cash Holdback Amount (b)

$ — $ — $ 107,991 $ 107,991

Earnout Payment (a)

Earnout Payment (b)

— — 32,769 32,769

1 unchanged sentence

_______________

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

Notes to Consolidated Financial Statements

(a) Investments held for sale and other are held primarily for the purpose of selling in the near term as described in Note 2 to the Consolidated Financial Statements.

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

December 31, 2023

3 unchanged sentences

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

Liabilities of consolidated Public SPACs:

Public warrants $ 667 $ — $ — $ 667

Aggregate Annual Cash Holdback Amount (a)

$ — $ — $ 126,779 $ 126,779

Earnout Payment (a)

— — 29,520 29,520

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

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

_______________

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

Notes to Consolidated Financial Statements

The valuation methodology used in the determination of the changes in fair value of financial assets for which Level III inputs were used at December 31, 2024 included a combination of the discounted cash flow approach and market comparable approach.

The valuation methodology used in the determination of the changes in fair value of financial liabilities for which Level III inputs were used at December 31, 2024 and 2023 included a combination of the present value approach and multiple probability simulation approach.

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

Year Ended December 31,

Financial liabilities

Investments held for sale and other

Balance, beginning of period $ — $ —

Acquisition (a)

Unrealized losses 3,826 —

Purchases 119,423 —

Unrealized gains, net 2,572 —

Balance, end of period $ 121,995 $ —

Derivative liabilities

Financial liabilities

Balance, beginning of period $ 156,299 $ —

Unrealized gains — ( 1,386 )

Acquisition (a)

Unrealized (gains) losses, net (b)

( 15,539 ) 3,826

Balance, end of period $ 140,760 $ 156,299

1 unchanged sentence

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

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

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

(b) For the year ended December 31, 2024, unrealized gains on financial liabilities includes a $ 29.5 million gain on the Aggregate Annual Cash Holdback liability related to the acquisition of Angelo Gordon, which is recorded in interest, dividends, and other in the Consolidated Statement of Operations.

Pursuant to the Transaction Agreement, the Company recognized additional cash-based compensation expense and benefits in the Consolidated Statement of Operations payable to TPG AG employees in lieu of paying the full annual cash holdback amount for 2024.

Total realized and unrealized gains and losses recorded for Level III investments held for sale and other are reported in net gains (losses) from investment activities in the Consolidated Statements of Operations.

Total realized and unrealized gains and losses recorded for Level III financial liabilities are reported in interest, dividends and other in the Consolidated Statements of Operations.

The following tables provide qualitative information about instruments categorized in Level III of the fair value hierarchy as of December 31, 2024 and December 31, 2023.

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

1 unchanged sentence

Notes to Consolidated Financial Statements

Fair Value December 31, 2023 Valuation

Technique(s) Unobservable

Range (Weighted

Fair Value as of December 31, 2024 Valuation Technique(s) Unobservable Input(s) (a)

Range (Weighted Average) (b)

Investments held for sale and other $ 121,995 Discounted cash flow Yield 18.6 % - 24.7 % ( 20.8 %)

Market comparable Adjusted EBITDA multiple 9.25 x - 10.00 x ( 9.30 x)

Aggregate Annual Cash Holdback Amount $ 107,991 Present value Discount rate 8.0 %

4 unchanged sentences

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

Fair Value as of December 31, 2023 Valuation Technique(s) Unobservable Input(s) (a)

Range (Weighted Average) (b)

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

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

______________

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

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

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

Notes to Consolidated Financial Statements

Intangible Assets and Goodwill

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

Intangible Assets

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

Intangible Assets, Net

The following table summarizes the carrying values of intangible assets as of December 31, 2024 and December 31, 2023 (in thousands):

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

8 unchanged sentences

15,500 ( 3,288 ) 12,212 15,500 ( 500 ) 15,000

Other intangible assets (b)

Other intangible assets (a)(b)

8,494 ( 5,892 ) 2,602 8,494 ( 1,201 ) 7,293

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

Total intangible assets, net

$ 709,994 $ ( 176,287 ) $ 533,707 $ 733,594 $ ( 84,086 ) $ 649,508

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

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

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

_______________

(a) Includes intangible assets with a net carrying value of $ 456.1 million and $ 540.4 million as of December 31, 2024 and December 31, 2023, respectively, related to the acquisition of Angelo Gordon described in Note 3 to the Consolidated Financial Statements.

(b) Includes indefinite-lived intangible assets of $ 1.0 million as of December 31, 2024 and December 31, 2023.

The Company recognized no material impairment losses on intangible assets during the years ended December 31, 2024, 2023 and 2022.

Intangible asset amortization expense was $ 115.8 million, $ 41.2 million and $ 28.4 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Notes to Consolidated Financial Statements

The following table presents estimated remaining amortization expense for finite-lived intangible assets that existed as of December 31, 2024 (in thousands):

2 unchanged sentences

Total $ 532,713

Notes to Consolidated Financial Statements

The following table summarizes the carrying value of the Company’s goodwill as of December 31, 2024 and 2023 (in thousands):

2 unchanged sentences

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

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

As of December 31, 2024, there have been no impairment losses recognized on goodwill.

Other assets consist of the following (in thousands):

6 unchanged sentences

Total fixed assets, net 89,454 81,678

Deferred tax assets 352,951 24,086

Right-of-use assets 208,501 227,610

2 unchanged sentences

Other assets $ 793,838 $ 462,625

Notes to Consolidated Financial Statements

Accounts Payable and Accrued Expenses, and Other Liabilities

3 unchanged sentences

Accounts payable and accrued expenses $ 211,914 $ 171,796

Notes to Consolidated Financial Statements

Other liabilities consist of the following (in thousands):

3 unchanged sentences

Repurchase agreements 78,196 83,336

Liability classified awards (see Note 19) 67,703 12,421

Other 92,322 106,553

4 unchanged sentences

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

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

As of December 31, 2024 and 2023, other liabilities include $ 140.8 million and $ 156.3 million, respectively, related to contingent consideration.

Repurchase Agreements

3 unchanged sentences

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

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

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

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

The weighted average interest rate for the periods ended December 31, 2024 and 2023 is 5.9 % and 6.1 %, respectively.

ECLO had outstanding borrowings under the repurchase agreement with Nearwater as of December 31, 2024 and 2023 to finance its investments in the debt of three CLO Funds with maturity dates ranging from November 25, 2033 through March 15, 2034.

As of December 31, 2024 and 2023, borrowings of $ 58.9 million and $ 62.8 million, respectively, are outstanding on the facility which is recorded in other liabilities on the Consolidated Statements of Financial Condition.

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

3 unchanged sentences

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

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

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

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

Notes to Consolidated Financial Statements

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

The weighted average interest rate for the periods ended December 31, 2024 and 2023 is 5.6 % and 6.3 %, respectively.

ECLO had outstanding borrowings under the repurchase agreement as of December 31, 2024 and 2023 to finance the investment in the debt of one CLO Fund with a maturity date of October 15, 2035.

As of December 31, 2024 and 2023, borrowings of $ 19.3 million and $ 20.5 million, respectively, are outstanding on the repurchase agreement which is recorded in other liabilities on the Consolidated Statements of Financial Condition.

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

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

Notes to Consolidated Financial Statements

Credit and Market Risk

The Company holds substantially all of its excess cash in bank deposits at highly rated banking corporations or investments in highly rated money market funds, which are included in cash and cash equivalents, restricted cash, investments held in Trust Accounts and cash and cash equivalents held by consolidated TPG Funds and Public SPACs in the Consolidated Financial Statements.

The Company holds substantially all of its excess cash in bank deposits at highly rated banking corporations or investments in highly rated money market funds, which are included in cash and cash equivalents and restricted cash in the Consolidated Financial Statements.

The Company continually monitors the risk associated with these deposits and investments.

45 unchanged sentences

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

December 31, 2023 December 31, 2022

Investments (includes assets pledged of $ 647,448 and $ 570,806 as of December 31, 2024 and December 31, 2023, respectively)

5 unchanged sentences

Additionally, cumulative performance allocations of $ 6.0 billion and $ 5.7 billion as of December 31, 2024 and 2023, respectively, are subject to reversal in the event of future losses.

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

The TPG Operating Group and RemainCo entered into certain agreements to effectuate the go-forward relationship between the entities.

The arrangements discussed below represent the TPG Operating Group’s variable interests in RemainCo, which do not provide the TPG Operating Group with the power to direct the activities that most significantly impact RemainCo’s performance and operations.

11 unchanged sentences

This shortfall covered by the TPG Operating Group would be required to be repaid by RemainCo out of future distributions.

Further, in the calendar years 2022, 2023 and 2024, if the amount otherwise available under the new discretionary performance allocation program is less than $ 110.0 million, $ 120.0 million and $ 130.0 million, respectively, our Chief Executive Officer can determine to increase the performance allocations available under such performance allocation program by an amount equal to the shortfall plus $ 10.0 million (which we refer to as “Performance Allocation Increases”), by allocating amounts to the holders of Promote Units that would have otherwise been distributable to RemainCo.

Further, in the calendar years 2022, 2023 and 2024, if the amount otherwise available under the discretionary performance allocation program is less than $ 110.0 million, $ 120.0 million and $ 130.0 million, respectively, our Chief Executive Officer can determine to increase the performance allocations available under such performance allocation program by an amount equal to the shortfall plus $ 10.0 million (which we refer to as “Performance Allocation Increases”), by allocating amounts to the holders of Promote Units that would have otherwise been distributable to RemainCo.

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

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

In the calendar years 2024 and 2023, the Performance Allocation Increase to the holders of Promote Units was $ 32.2 million and $ 29.2 million, respectively.

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

21 unchanged sentences

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

December 31, 2023 December 31, 2022

Cash and cash equivalents $ 21,297 $ 6,057

10 unchanged sentences

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

Notes to Consolidated Financial Statements

Debt Obligations

On March 5, 2024, the Notes Issuer issued $ 600.0 million aggregate principal amount of Senior Notes due 2034 (“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 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.

On March 4, 2024, the Notes Issuer issued $ 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

Notes to Consolidated Financial Statements

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 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 Company used the net proceeds from these offerings to repay all the outstanding borrowings under its Senior Unsecured Revolving Credit Facility and Senior Unsecured Term Loan and for general corporate purposes.

Transaction costs related to the note issuances have been capitalized and are amortized over the life of each respective note.

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

3 unchanged sentences

March 2011 September 2028 $ 1,200,000 $ — 5.43 % $ 501,000 6.45 %

Senior Unsecured Term Loan (b)

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

Secured Borrowings - Tranche A (c)

Senior Notes (b)

March 2024 March 2034 600,000 594,051 5.88 % — —

Subordinated Notes (c)

March 2024 March 2064 400,000 390,058 6.95 % — —

Senior Unsecured Term Loan (d)

December 2021 — — — — 198,485 6.45 %

Secured Borrowings - Tranche A (e)

May 2018 June 2038 200,000 196,683 5.33 % 196,434 5.33 %

Secured Borrowings - Tranche B (c)

Secured Borrowings - Tranche B (e)

October 2019 June 2038 50,000 49,192 4.75 % 49,133 4.75 %

364-Day Revolving Credit Facility (d)

364-Day Revolving Credit Facility (f)

April 2023 April 2025 150,000 52,000 6.33 % — 7.35 %

Subordinated Credit Facility (e)

Subordinated Credit Facility (g)

August 2014 August 2026 30,000 — 6.68 % — 7.70 %

6 unchanged sentences

At December 31, 2024, the Company is in compliance with these covenants and conditions.

During the year ended December 31, 2023, the Company borrowed $ 470.0 million from the Senior Unsecured Revolving Credit Facility to partially fund the cash consideration of the Acquisition, and an additional $ 31.0 million for working capital purposes.

(b) The Senior Unsecured Term Loan is scheduled to mature on March 31, 2026.

Principal amounts outstanding under the Senior Unsecured Term Loan Agreement accrue interest, at the option of the borrower, either (i) at a base rate plus an applicable margin of 0.00 % or (ii) at a term SOFR rate plus a 0.10 % per annum adjustment and an applicable margin of 1.00 %.

(c) The Company’s secured borrowings are issued using on-balance sheet securitization vehicles, as further discussed in Note 11 to the Consolidated Financial Statements.

The secured borrowings are repayable only from collections on the underlying securitized equity method investments and restricted cash.

During January 2025, the Company drew $ 180.0 million under its Senior Unsecured Revolving Credit Facility.

(b) On March 5, 2024, the Notes Issuer issued $ 600.0 million aggregate principal amount of Senior Notes due 2034 as described above.

(c) On March 4, 2024, the Notes Issuer issued $ 400.0 million aggregate principal amount of Fixed-Rate Junior Subordinated Notes due 2064 as described above.

(d) The Senior Unsecured Term Loan was repaid in its entirety on March 6, 2024 with net proceeds from the issuance of Senior Notes and Subordinated Notes.

Prior to prepayment, principal amounts outstanding under the 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 %.

(e) The Company’s secured borrowings are issued using on-balance sheet securitization vehicles, as further discussed in Note 11 to the Consolidated Financial Statements.

The secured borrowings are repayable only from collections on the underlying securitized equity method investments and

Notes to Consolidated Financial Statements

restricted cash.

The secured borrowings are separated into two tranches.

5 unchanged sentences

At December 31, 2024, the Company is in compliance with these covenants and conditions.

(d) On April 14, 2023, a consolidated subsidiary of the Company entered into a 364 -day revolving credit facility (the “364-Day Credit Facility”) with Mizuho Bank, Ltd., acting as administrative agent, to provide the subsidiary with revolving borrowings of up to $ 150.0 million.

(f) On April 14, 2023, a consolidated subsidiary of the Company entered into a 364 -day revolving credit facility (the “ 364 -Day Credit Facility”) with Mizuho Bank, Ltd., acting as administrative agent, to provide the subsidiary with revolving borrowings of up to $ 150.0 million.

Borrowings under the 364 -Day Credit Facility are subject to one of three interest rates depending on the type of drawdown requested.

4 unchanged sentences

The Company entered into an equity commitment letter in connection with the 364 -Day Credit Facility, committing to provide capital contributions, if and when required, to the consolidated subsidiary throughout the life of the facility.

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

In April 2024, the consolidated subsidiary amended the 364 -Day Credit Facility to extend the commitment termination date to April 11, 2025.

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

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

1 unchanged sentence

The interest rate for borrowings under the Subordinated Credit Facility is calculated at a term SOFR rate plus a 0.10 % per annum adjustment and 2.25 %.

Notes to Consolidated Financial Statements

The following table provides information regarding the fair values of the Company’s debt which are carried at amortized cost (in thousands):

Fair Value as of December 31

Senior Notes (a)

$ 614,844 $ —

Subordinated Notes (b)

Secured Borrowings - Tranche A (c)

196,403 193,461

Secured Borrowings - Tranche B (c)

48,194 47,240

_______________

(a) Fair value is based on indicative quotes and the notes are classified as Level II within the fair value hierarchy.

(b) Fair value is based on quoted prices in active markets since the debt is publicly listed and the notes are classified as Level I within the fair value hierarchy.

(c) Fair value is based on current market rates and credit spreads of the Company’s Senior Notes and debt with similar maturities.

The notes are classified as Level II within the fair value hierarchy.

In the case of the Company’s Senior Unsecured Revolving Credit Facility, Subordinated Credit Facility, Senior Unsecured Term Loan and 364 -Day Credit Facility, the fair values approximate the carrying amounts represented in the Consolidated Financial Statements due to their variable rate nature.

During the years ended December 31, 2024, 2023 and 2022, the Company incurred interest expense of $ 77.1 million, $ 31.8 million and $ 19.0 million respectively, on its debt obligations.

At December 31, 2023 and 2022, the fair value of the Company’s senior unsecured term loan was $ 200.0 million and $ 199.2 million, respectively, which approximates its carrying amount represented in the Consolidated Statements of Financial Condition due to its variable rate nature.

At December 31, 2023 and 2022, the estimated fair value of the secured borrowings based on current market rates and credit spreads for debt with similar maturities was $ 240.7 million and $ 231.5 million, respectively, and the carrying value, excluding unamortized issuance costs, was $ 250.0 million at December 31, 2023 and 2022.

During January 2024, the Company drew $ 58.5 million under its Senior Unsecured Revolving Credit Facility.

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

4 unchanged sentences

federal income tax purposes and therefore was not subject to U.S.

federal and state income taxes except for certain consolidated subsidiaries that were subject to taxation in the U.S.

(federal, state and local) and in foreign jurisdictions.

federal and state income taxes except for certain consolidated subsidiaries that were subject to taxation in the United States (federal, state and local) and in foreign jurisdictions.

Notes to Consolidated Financial Statements

The income (loss) before income taxes includes the following components (in thousands):

28 unchanged sentences

Fixed Assets 1,220 629

Straight line rent — 6

Net operating loss carryforwards 248 25

1 unchanged sentence

Lease liability 2,116 2,029

Foreign tax credit 1,830 —

Foreign tax credits 1,111 1,830

Other 236 5,797

3 unchanged sentences

Deferred tax liabilities

Accruals $ — $ 42

Right-of-use assets $ 1,869 $ 1,890

Fixed assets — 155

Intangibles 6,298 6,989

Deferred tax liabilities, net $ 8,220 $ 8,879

As of December 31, 2023 and 2022, the Company has recognized net deferred tax assets before the considerations of valuation allowances in the amount of $ 109.3 million and $ 113.8 million, respectively, which primarily relate to excess income tax basis versus book basis differences in connection with the Company’s investment in the TPG Operating Group.

The excess of income tax basis in the TPG Operating Group was primarily due to the Reorganization which resulted in a step-up in the tax basis of certain assets to the Company that will be recovered as those underlying assets are sold or the tax basis is amortized.

At December 31, 2023, the Company has foreign tax credits available in the U.S., in the amount of $ 1.8 million, which will begin to expire in 2032, if not utilized.

As of December 31, 2024 and December 31, 2023, the Company has recognized net deferred tax assets before the considerations of valuation allowances in the am oun t of $ 436.0 million and $ 109.3 million, respectively, which primarily relates to excess income tax basis versus book basis differences in connection with the Company’s investment in the TPG Operating Group.

The excess of income tax basis in the TPG Operating Group is primarily due to the Reorganization and subsequent exchanges of Common Units for Class A common stock, including the exchanges of Common Units for Class A common stock on February 27, 2024, May 21, 2024, August 19, 2024, and November 15, 2024.

As a result of the Reorganization and subsequent exchanges, the Company recorded deferred tax assets generated by the step-up in the tax basis of assets, that will be recovered as those underlying assets are sold or the tax basis is amortized.

At December 31, 2024 the Company has foreign tax credits available in the United States in the amount of $ 1.1 million, which will begin to expire in 2032 if not utilized.

The Company does not have any U.S.

federal, state or foreign net operating loss carryforwards, net of valuation allowance, for the period ended December 31, 2023.

federal or state and local net operating loss carryforwards for the period ended December 31, 2024.

The Company has approximately $ 0.2 million of foreign net operating loss carryforwards, which are not expected to be utilized before they expire beginning in 2025 and are subject to a full valuation allowance for the period ended December 31, 2024.

The Company evaluates the realizability of its deferred tax asset on a quarterly basis and adjusts the valuation allowance when it is more-likely-than-not that all or a portion of the deferred tax asset may not be realized.

3 unchanged sentences

The Company’s projections of future taxable income that include the effects of originating and reversing temporary differences, including those for the tax basis intangibles, indicate that it is more likely than not that the benefits from our deferred tax assets will be realized.

As of December 31, 2023 and 2022, the Company has recognized a valuation allowance of $ 92.6 million and $ 80.3 million, respectively, which primarily relates to the Company’s investment in the TPG Operating Group.

In evaluating the realizability of the deferred tax asset related to the Company’s investment in the TPG Operating Group, the Company determined that the excess income tax basis in the TPG Operating Group will only reverse upon a sale of the Company’s interest in the TPG Operating Group which is not expected to occur in the foreseeable future.

Notes to Consolidated Financial Statements

In addition, the Company has recognized valuation allowances against certain foreign tax credits available for use in the U.S., in the amount of $ 0.9 million, which are expected to expire, as well as a valuation allowance of $ 5.1 million against certain foreign deferred tax assets as it is more-likely-than not that this portion of our deferred tax assets is not realizable.

The current year net increase in our valuation allowance, as compared to the prior year, was $ 12.3 million of which a $ 18.7 million increase was charged to income tax expense, a $ 12.1 million decrease was recognized through equity and a $ 5.7 million increase was recognized through Goodwill in connection with the Acquisition.

Additionally, the Company recorded a payable pursuant to the Tax Receivable Agreement within other liabilities in the Consolidated Statements of Financial Condition of $ 24.6 million, related to the Reorganization and subsequent exchanges of TPG Operating Group partnership units for common stock.

As of December 31, 2024 and December 31, 2023, the Company has recognized a valuation allowance of $ 89.3 million and $ 92.6 million, respectively, which primarily relates to the Company’s investment in the TPG Operating Group.

In evaluating the realizability of the deferred tax asset related to the Company’s investment in the TPG Operating Group, the Company determined that a portion of excess income tax basis in the TPG Operating Group will only reverse upon a sale of the Company’s interest in the TPG Operating Group which is not expected to occur in the foreseeable future.

In addition, the Company has recognized valuation allowances against certain foreign tax credits available for use in the United States in the amount of $ 0.4 million, which are expected to expire, as well as a valuation allowance of $ 0.6 million against certain foreign deferred tax assets, including our foreign net operating loss carryforwards, as it is more likely than not that this portion of our foreign deferred tax assets is not realizable.

The current year net decrease in our valuation allowance, as compared to the prior year, was $ 3.3 million of which a $ 8.3 million decrease was charged to income tax expense and a $ 5.0 million increase was recognized through equity.

As of December 31, 2024 and December 31, 2023, the Company’s liability pursuant to the Tax Receivable Agreement related to the Reorganization and subsequent exchanges of TPG Operating Group partnership units for common stock was $ 331.3 million and $ 24.6 million, respectively.

During the year ended December 31, 2024, certain holders of Common Units exchanged 25,901,124 Common Units for an equal number of shares of Class A Common Stock as described in Note 20 to the Consolidated Financial Statements.

In connection with these exchanges, the Company recorded an additional liability pursuant to the Tax Receivable Agreement of $ 308.9 million, which is included in due to affiliates within the Consolidated Statements of Financial Condition.

During the year ended December 31, 2024, the Company made payments of $ 2.2 million in connection with the Tax Receivable Agreement.

The following table reconciles the U.S.

17 unchanged sentences

Consequently, the effective tax rate can vary from period to period.

The Company’s overall effective tax rate in each of the periods described above deviates from the statutory rate because (i) the Company was not subject to U.S.

federal taxes prior to the Reorganization and (ii) the portion of income and losses that are allocated to non-controlling interests, as the tax liability on such income or loss is borne by the holders of such non-controlling interests.

In addition, during the year ended December 31, 2023, the Company recognized additional income tax expense due to the increase in valuation allowance as a result of the pre-closing reorganization transactions of certain TPG Parties (the “Pre-Closing TPG Transactions”).

Further, for the year ended December 31, 2022, an additional income tax benefit was recognized in connection with certain changes in estimate of the income tax basis of the Company's investments in the TPG Operating Group at the time of the Reorganization.

The Company’s overall effective tax rate in each of the periods described above deviates from the statutory rate due to the factors provided including, but not necessarily limited to, the portion of income and losses that are allocated to non-controlling interests, as the tax liability on such income or loss is borne by the holders of such non-controlling interests.

Notes to Consolidated Financial Statements

4 unchanged sentences

Additions related to current year positions 28 711 259

Additions related to prior year positions — — —

Reductions for tax positions of prior years — ( 360 ) —

Settlements — — —

Lapse of statute of limitations — ( 386 ) —

11 unchanged sentences

At December 31, 2024, U.S.

federal tax returns related to 2022 and predecessor entities for the years 2020 through 2021 are generally open under the normal statute of limitations and therefore subject to examination.

federal tax returns related to 2022 through 2023 and predecessor entities for the year 2021 are generally open under the normal statute of limitations and therefore subject to examination.

State and local tax returns of our predecessor entities are generally open to audit for tax years between 2020 to 2021.

2 unchanged sentences

Although the outcome of tax audits is always uncertain, the Company does not believe the outcome of any current or future audit will have a material adverse effect on the Company’s Consolidated Financial Statements.

In December 2021, the Organization for Economic Cooperation and Development (“OECD”) released the Pillar Two Model rules (also referred to as the global minimum tax or Global Anti-Base Erosion “GloBE” rules), which were designed to ensure multinational enterprises pay a certain level of tax within every jurisdiction in which they operate.

While it is uncertain whether the United States will enact legislation to adopt Pillar Two, several other jurisdictions in which we operate have enacted these rules, with a January 1, 2024 effective date.

The Company is monitoring developments and evaluating the potential impact.

As of December 31, 2024, the Company has analyzed enacted legislation and determined that an accrual related to Pillar Two top up tax is not required.

However, the Company continues to evaluate any new legislation and the potential implications of these rules on future results.

Notes to Consolidated Financial Statements

2 unchanged sentences

Due from affiliates and due to affiliates consist of the following (in thousands):

Year Ended December 31,

Portfolio companies $ 55,914 $ 60,227

9 unchanged sentences

Affiliate receivables and payables historically have been settled in the normal course of business without formal payment terms, generally do not require any form of collateral and do not bear interest.

Tax Receivable Agreement

Pursuant to the Exchange Agreement, certain employees and partners of TPG Partner Holdings are authorized to exchange Common Units for an equal number of shares of Class A Common Stock.

During the year ended December 31, 2024, these partners and employees exchanged 25,901,124 Common Units, as described in Note 20 to the Consolidated Financial Statements.

These exchanges resulted in an increase in the Company’s tax basis of its investment in the TPG Operating Group and is subject to the Tax Receivable Agreement.

At December 31, 2024, the Company recorded a Tax Receivable Agreement liability in the amount of $ 308.9 million in connection with the exchanges that occurred during the year which is included in the partners and employees balance in due to affiliates in the Consolidated Statements of Financial Condition.

Fund Investments

8 unchanged sentences

Under this arrangement, the Company may draw all or substantially all of its availability for borrowings under the 364-Day Credit Facility.

Borrowings made under this facility are generally expected to be repaid promptly as these short-term fundings are intended to be syndicated to third parties.

Notes Receivable from Affiliates

From time to time, the Company makes loans to its employees and other affiliates.

Certain of these loans are collateralized by underlying investment interests of the borrowers.

The outstanding balance of these notes was $ 0.1 million and $ 1.6 million as of December 31, 2023 and 2022, respectively, which is included in other assets in the Consolidated Statements of Financial Condition.

These notes generally incur interest at floating rates, and such interest, which is included in interest, dividends and other in the Consolidated Statements of Operations, totaled less than $ 0.1 million for each of the years ended December 31, 2023 and 2022, and $ 0.5 million for the year ended December 31, 2021.

Borrowings made under this facility are generally short-term fundings that are intended to be syndicated to third parties.

Notes to Consolidated Financial Statements

Aircraft Services

The Company terminated its leases of aircraft owned by entities controlled by certain partners of the Company in January 2022.

The termination of the leases resulted in the derecognition of a right-of-use asset and a corresponding lease liability of $ 13.6 million.

RemainCo Administrative Services Agreement

In exchange for services provided by TPG Operating Group, RemainCo pays TPG Operating Group an annual administration fee in the amount of 1 % per annum of the net asset value of RemainCo’s assets, with such amount payable quarterly in advance.

The fees earned by the Company for the years ended December 31, 2023 and 2022 were $ 17.8 million and $ 19.8 million, respectively, and recorded in fees and other in the Consolidated Statements of Operations.

The fees earned by the Company for the years ended December 31, 2024, 2023 and 2022 were $ 15.9 million.

$ 17.8 million and $ 19.8 million, respectively, and recorded in fees and other in the Consolidated Statements of Operations.

Other Related Party Transactions

The Company has entered into contracts to provide services or facilities for a fee with certain related parties.

The Company has entered into contracts to provide services or facilities for a fee from a former affiliate.

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

A portion of these fees are recognized as fees and other in the Consolidated Statements of Operations in the amount of $ 10.9 million, $ 28.9 million and $ 23.5 million for the years ended December 31, 2024, 2023 and 2022, respectively.

During the years ended December 31, 2023, 2022 and 2021, these related parties have made payments associated with these arrangements of $ 35.8 million, $ 26.2 million and $ 27.9 million, respectively.

During the years ended December 31, 2024, 2023 and 2022, these related parties made payments associated with these arrangements of $ 18.2 million, $ 35.8 million and $ 26.2 million, respectively.

Redeemable Equity

3 unchanged sentences

Each SPAC provided its public shareholders the option to redeem their shares either (i) in connection with a shareholder meeting to approve the business combination or (ii) by means of a tender offer.

Assets held in Trust Accounts relate to gross proceeds received from the IPO and can only be used for the initial business combination and any possible investor redemptions.

If the SPAC is unable to complete a business combination within a specified time frame, typically within 24 months of the IPO close date, the SPACs will redeem all public shares.

The ownership interest in each SPAC which is not owned by the Company is reflected as redeemable equity attributable to Public SPACs in the accompanying Consolidated Financial Statements.

As of August 16, 2023, the Company no longer had any investment in consolidated Public SPACs.

The Company consolidates these SPACs during the period before the initial business combination, and therefore the Class F ordinary shares, Class G ordinary shares, private placement shares, private placement warrants and FPAs with consolidated related parties are eliminated in consolidation.

In August 2021, AFTR, a SPAC, completed an initial public offering.

AFTR sold 25,000,000 units at a price of $ 10.00 per unit for total IPO proceeds of $ 250.0 million.

Each unit consisted of one Class A ordinary share of AFTR at $ 0.0001 par value and one-third of one warrant.

On August 16, 2023, AFTR redeemed all of its AFTR Class A Ordinary Shares at a per-share redemption price of approximately $ 10.41 , because AFTR did not consummate an initial business combination within the time period required by its Amended and Restated Memorandum and Articles of Association.

As of August 16, 2023, the AFTR Class A Ordinary Shares were deemed cancelled and represented only the right to receive the redemption amount, and there were no redemption rights or liquidating distributions with respect to AFTR’s warrants, which expired with no value.

After August 16, 2023, AFTR ceased all operations except for those required to wind up its business.

In April 2021, YTPG, a SPAC, completed an initial public offering.

YTPG sold 40,000,000 shares at a price of $ 10.00 per share for total IPO proceeds of $ 400.0 million.

Each share consisted of one YTPG Class A Ordinary Share of YTPG at $ 0.0001 par value.

Notes to Consolidated Financial Statements

On April 17, 2023, YTPG redeemed all of its YTPG Class A Ordinary Shares at a per-share redemption price of approximately $ 10.00 , because YTPG did not consummate an initial business combination within the time period required by its Amended and Restated Memorandum and Articles of Association.

As of April 17, 2023, the YTPG Class A Ordinary Shares were deemed cancelled and represented only the right to receive the redemption amount.

FPAs entered into by YTPG at the time of its IPO were terminated on April 17, 2023.

After April 17, 2023, YTPG ceased all operations except for those required to wind up its business.

In October 2020, TPG PACE Beneficial Finance Corp.

(”TPGY”), a SPAC, completed an initial public offering.

TPGY sold 35,000,000 units at a price of $ 10.00 per unit for a total IPO price of $ 350.0 million.

Each unit consisted of one Class A ordinary share of TPGY at $ 0.0001 par value and one-fifth of one warrant.

On October 11, 2022, TPGY redeemed all of its Class A Shares at a per-share redemption price of approximately $ 10.06 , because TPGY did not consummate an initial business combination within the time period required by its Amended and Restated Memorandum and Articles of Association.

As of October 11, 2022, the Class A Shares were deemed cancelled and represented only the right to receive the Redemption Amount.

There will be no redemption rights or liquidating distributions with respect to the TPGY’s warrants, which expired with no value.

FPAs entered into by TPGY at the time of its IPO were terminated on October 11, 2022.

After October 11, 2022, TPGY ceased all operations except for those required to wind up its business.

Assets held in Trust Accounts related to gross proceeds received from the IPO and could only be used for the initial business combination and any possible investor redemptions.

If the SPAC was unable to complete a business combination within a specified time frame, typically within 24 months of the IPO close date, the SPACs redeemed all public shares.

The ownership interest in each SPAC which was not owned by the Company was reflected as redeemable equity attributable to Public SPACs in the accompanying Consolidated Financial Statements.

During the years ended December 31, 2023 and 2022 the Company redeemed all outstanding shares of the Public SPACs.

As of December 31, 2023, the Company no longer had any investment in consolidated Public SPACs.

The Company consolidated these SPACs during the period before the initial business combination, and therefore the Class F ordinary shares, Class G ordinary shares, private placement shares, private placement warrants and FPAs with consolidated related parties were eliminated in consolidation.

Redeemable Equity from Consolidated Public SPACs

3 unchanged sentences

Offering costs related to Class A ordinary shares issued by SPACs consisted of legal, accounting, underwriting fees and other costs incurred that are directly related to the IPO.

Offering costs for the year ended December 31, 2021 totaled approximately $ 54.1 million, inclusive of $ 32.7 million in deferred underwriting commissions, and were charged to redeemable equity.

The Company had no such activity during the years ended December 31, 2024, 2023 and 2022.

As of December 31, 2023, the Company held no redeemable equity.

As of December 31, 2024 and 2023 the Company held no redeemable equity.

As of December 31, 2022, the redeemable equity consisted of 65.0 million outstanding Class A ordinary shares, and these interests were classified outside of partners’ capital totaling $ 653.6 million, which represented the full redemption value and equaled the assets held in Trust Accounts.

Notes to Consolidated Financial Statements

The following table summarizes the adjustments to redeemable equity (in thousands):

2 unchanged sentences

Beginning balance $ — $ 653,635 $ 1,000,027

IPO share proceeds — — 935,000

Current and deferred offering costs — 22,750 12,959

Bifurcation of warrant liabilities — — ( 12,500 )

Net income attributable to redeemable equity — 12,044 14,648

Redemptions / withdrawals — ( 661,001 ) ( 352,014 )

Deconsolidation — — ( 430,265 )

Change in redemption value of redeemable non-controlling interest — ( 27,428 ) ( 21,985 )

Total redeemable equity $ — $ — $ 653,635

Notes to Consolidated Financial Statements

Supplemental non-cash financing activities related to deferred underwriting costs for Public SPACs for the Consolidated Statements of Cash Flows during the year ended December 31, 2023 and 2022 was $ 22.8 million and $ 12.3 million, respectively.

Operating Leases

19 unchanged sentences

Non-cash right-of-use assets and lease liability termination ( 2,038 ) ( 743 ) ( 13,375 )

Notes to Consolidated Financial Statements

The following table shows the undiscounted cash flows on an annual basis for operating lease liabilities as of December 31, 2024 (in thousands):

1 unchanged sentence

2025 $ 38,927

Thereafter 88,273

Total future undiscounted operating lease payments 282,302

Total future undiscounted operating lease payments (a)

imputed interest ( 36,001 )

Present value of operating lease liabilities $ 223,131

Notes to Consolidated Financial Statements

(a) Lease payments required exclude approximately $ 735.4 million for a lease signed, but not yet commenced.

This lease is related to office space and will commence in 2025 with a lease term estimated to end in 2041.

Commitments and Contingencies

Certain of the Company’s consolidated entities have guaranteed debt or obligations.

At December 31, 2023 and 2022, the maximum obligations guaranteed under these agreements totaled $ 1,789.3 million and $ 1,120.8 million, respectively.

At December 31, 2023, the guarantees had expiration dates as follows (in thousands):

Maturity Date Guarantee Amount

April 2024 $ 150,000

August 2025 30,000

March 2026 200,000

June 2026 60,000

December 2026 116,284

September 2028 1,200,000

June 2030 32,972

Total $ 1,789,256

At December 31, 2023 and 2022, the outstanding amount of debt on obligations related to these guarantees was $ 807.6 million and $ 327.8 million, respectively.

Letters of Credit

The Company had $ 0.5 million in letters of credit outstanding for each of the years ended December 31, 2023 and 2022.

As of August 16, 2023, the Company no longer had any investment in or commitments to consolidated Public SPACs.

Certain of the Company’s consolidated entities have provided guarantees for obligations related to a third-party lending program that enables certain of our eligible employees to obtain financing for capital contributions into TPG funds.

At December 31, 2024, the amounts outstanding related to these guarantees were $ 137.5 million, and the maximum obligations guaranteed under these agreements is $ 192.9 million.

At December 31, 2024, the TPG Operating Group had unfunded investment commitments of $ 644.3 million to the investment funds that the Company manages and other strategic investments.

4 unchanged sentences

At December 31, 2024, if all remaining investments were deemed worthless, a possibility management views as remote, the amount of performance allocations subject to potential clawback would be $ 2,140.4 million.

During the year ended December 31, 2023, the general partners made no payments on the clawback liability.

During the year ended December 31, 2024, the general partner made a payment of $ 58.3 million on the clawback liability.

Notes to Consolidated Financial Statements

18 unchanged sentences

Loss contingencies may be, in part or in whole, subject to insurance or other payments such as contributions and/or indemnity, which may reduce any ultimate loss.

Based on information presently known by management, the Company has not recorded a potential liability related to any pending legal proceeding and is not subject to any legal proceedings that we expect to have a material impact on our operations, financial positions or cash flows.

Based on information presently known by management, the Company has not recorded a potential liability related to any pending legal proceeding except as disclosed below, and is not subject to any legal proceedings that we expect to have a material impact on our operations, financial positions or cash flows.

It is not possible, however, to predict the ultimate outcome of all pending legal proceedings, and the claimants in the matter discussed below seek potentially large and indeterminate amounts.

1 unchanged sentence

Since 2011, a number of TPG-related entities and individuals, including David Bonderman and Jim Coulter, have been named as defendants/respondents in a series of lawsuits in the United States, United Kingdom, and Luxembourg concerning an investment TPG held from 2005-2007 in a Greek telecommunications company, known then as TIM Hellas (“Hellas”).

Entities and individuals related to Apax Partners, a London based investment firm also invested in Hellas at the time, are named in the suits as well.

Entities and individuals related to Apax Partners, a London based investment firm also invested in Hellas at the time, have been named in the suits as well.

The cases all allege generally that a late 2006 refinancing of the Hellas group of companies was improper.

2 unchanged sentences

In February 2018, a High Court case in London against a number of TPG and Apax-related parties and individuals was abandoned by the claimants in the early days of a scheduled six-week trial with costs of $ 9.5 million awarded to the TPG and Apax-related parties, of which $ 3.4 million was awarded to TPG.

In addition to the Luxembourg appeal, two cases in New York state court are active against TPG and Apax-related parties concerning the Hellas investment.

Motions to dismiss by all defendants were made in both actions with the Court now having granted and denied in part those motions, paring back the parties, claims and amounts at issue.

Appeals are pending as to the dismissal ruling in one matter (with immediate appeals possible as to the dismissal ruling in the other).

The court has ruled on summary judgment motions in one case, further paring back the parties and claims in the case.

Appeals are pending as to those summary judgment rulings as well.

There is no pending trial date in either action.

The prior noted stayed federal actions have now been dismissed by court order and stipulation.

In addition to the Luxembourg appeal, there are several cases against TPG and Apax-related parties pending in New York state court.

In one case, the Court granted and denied in part motions to dismiss by all defendants, paring back the parties, claims and amounts at issue, and appeals of that decision are pending.

In a second case, the Appellate Division recently granted summary judgment to the TPG-related parties on the sole remaining claim in that case, and plaintiffs are appealing that judgement to New York’s Court of Appeals.

Finally, a third group of plaintiffs, similarly situated to those in the other cases, recently filed new claims seeking recovery from numerous TPG and Apax-related parties.

The prior noted stayed federal actions have now been dismissed with prejudice by court order and stipulation.

The Company believes that the suits related to the Hellas investment are without merit and intends to continue to defend them vigorously.

1 unchanged sentence

In October 2022, the Company received a document request from the SEC focusing on the use and retention of business-related electronic communications, which, as has been publicly reported, is part of an industry-wide review.

The Company is cooperating with the SEC’s request.

The Company cooperated with the SEC’s investigation and reached a settlement, which was announced in January 2025.

As of December 31, 2024, the Company updated its accrued liability to equal the amount it agreed to pay as part of the settlement.

Indemnifications

10 unchanged sentences

level that has not previously been attributed to the non-controlling interests or if there is a change in tax rate as a result of a hypothetical conversion.

Basic and diluted net income (loss) per share of Class A common stock for the year ended December 31, 2022 is presented from January 13, 2022 through December 31, 2022, the period following the Reorganization and IPO.

There were no shares of Class A common stock outstanding prior to January 13, 2022, therefore no income per share information has been presented for any period prior to that date.

Notes to Consolidated Financial Statements

1 unchanged sentence

Year Ended December 31,

Net income (loss) $ 23,385 $ ( 56,235 )

2024 2023 2022

Net (loss) income $ ( 76,915 ) $ 23,385 $ ( 56,235 )

Net loss attributable to redeemable equity in Public SPACs prior to IPO — — ( 517 )

1 unchanged sentence

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

Net income (loss) subsequent to IPO 23,385 ( 61,940 )

Net income attributable to redeemable equity in Public SPACs subsequent to IPO 12,044 15,165

Net loss attributable to non-controlling interests in TPG Operating Group subsequent to IPO ( 92,411 ) ( 180,824 )

Net income attributable to other non-controlling interests subsequent to IPO 23,662 11,293

Net (loss) income subsequent to IPO ( 76,915 ) 23,385 ( 61,940 )

Net income attributable to redeemable equity in Public SPACs — 12,044 15,165

Net loss attributable to non-controlling interests in TPG Operating Group ( 175,927 ) ( 92,411 ) ( 180,824 )

Net income attributable to other non-controlling interests 75,529 23,662 11,293

Net income attributable to Class A Common Stockholders prior to distributions 23,483 80,090 92,426

1 unchanged sentence

( 23,790 ) ( 8,872 ) ( 4,994 )

Net income attributable to Class A Common Stockholders - Basic 71,218 87,432

Net (loss) income attributable to Class A Common Stockholders - Basic ( 307 ) 71,218 87,432

Net loss assuming exchange of non-controlling interest ( 154,503 ) ( 82,900 ) ( 147,133 )

Reallocation of income from participating securities assuming exchange of Common Units — — 132

Net (loss) income attributable to Class A Common Stockholders - Diluted $ ( 11,682 ) $ ( 59,569 )

Net loss attributable to Class A Common Stockholders - Diluted $ ( 154,810 ) $ ( 11,682 ) $ ( 59,569 )

Weighted-Average Shares of Common Stock Outstanding - Basic 100,219,905 80,334,871 79,255,411

6 unchanged sentences

$ 1.65 $ 1.40 $ 1.09

(a) No undistributed losses were allocated to unvested participating restricted stock units during the year ended December 31, 2023 and the year ended December 31, 2022, as the holders do not have a contractual obligation to share in the losses of the Company with common stockholders.

(a) No undistributed losses were allocated to unvested participating RSUs during the years ended December 31, 2024, 2023 and 2022, as the holders do not have a contractual obligation to share in the losses of the Company with common stockholders.

(b) Dividends declared reflects the calendar date of the declaration for each distribution.

2 unchanged sentences

Equity-Based Compensation

Restricted Stock Awards

Restricted Stock Unit Awards

Under the Company’s Omnibus Equity Incentive Plan (the “Omnibus Plan”), the Company is permitted to grant equity awards representing ownership interests in TPG Inc.’s Class A common stock.

On January 13, 2022, the Omnibus Plan became effective and the Company authorized for issuance 30,694,780 shares of TPG Inc.’s Class A common stock.

On January 6, 2023, additional 12,797,983 shares of Class A common stock were registered, increasing the share reserve to 30,889,270 of which 14,245,386 may be issued as of December 31, 2023.

In conjunction with the IPO in 2022, TPG employees, certain of the Company’s executives and certain non-employees received one-time grants of equity-based awards in the form of restricted stock units which entitle the holder to one share of Class A common stock upon vesting.

In conjunction with the Angelo Gordon Acquisition, described in Note 3, the Company granted 7.0 million of RSUs (the “Acquisition Service Awards”) to former Angelo Gordon employees to promote retention post closing.

These units generally vest over a term of five years .

There are approximately 1.4 million of Angelo Gordon Service Awards to be granted at a later date.

Further, in the ordinary course of business the Company also grants equity awards that are subject to either service conditions (“Service Awards”), a combination of service and performance conditions (“Performance Condition Awards”) or a combination of service and market conditions (“Market Condition Awards”).

The following table summarizes the outstanding restricted stock unit awards as of December 31, 2023 (in millions, including share data):

Units Outstanding as of

December 31, 2023 Compensation Expense for the Year Ended Unrecognized Compensation Expense as of December 31, 2023

December 31, 2023 December 31, 2022

Restricted Stock Units

Special Purpose Awards:

IPO Service Awards 9.3 $ 61.0 $ 75.2 $ 158.6

IPO Market Condition Awards 1.1 6.5 5.2 6.5

Acquisition Service Awards 7.0 12.8 — 189.0

Executive Service Awards 2.6 1.9 — 88.9

Executive Market Condition Awards 3.9 2.3 — 79.8

Ordinary Awards:

On March 11, 2024, an additional 21,980,027 shares of Class A common stock were registered, increasing the share reserve to 36,225,413 , of which 29,956,603 were available to be issued as of December 31, 2024.

Service Awards

Performance Condition Awards 0.1 1.0 0.6 2.0

Total Restricted Stock Units 28.4 $ 129.8 $ 83.8 $ 628.2

For the years ended December 31, 2023 and 2022, the Company recorded total restricted stock unit compensation expense o f $ 129.8 million and $ 83.8 million, respectively.

The expense associated with awards granted to certain non-employees of the Company is recognized in general, administrative and other in our Consolidated Statements of Operations and tota led $ 3.7 million and $ 7.1 million for the years ended December 31, 2023 and 2022, respectively.

For the years ended December 31, 2023 and 2022, the Company had 562,790 and 169,493 restricted stock units vest at a fair value of $ 18.5 million and $ 4.6 million, respectively (excluding vested, but unsettled units).

The restricted stock units were settled by issuing 356,443 shares of TPG Inc.

Class A Common stock, net of withholding tax of $ 6.9 million for the year ended December 31, 2023 (excluding vested, but unsettled units) and by issuing 169,493 shares of TPG Inc.

Class A Common stock for the year ended December 31, 2022.

Ordinary Service Awards

In the ordinary course of business, the Company grants equity awards subject to service conditions, granted as part of the Company’s standard incentive structure initiatives.

These awards are referred to as (“Ordinary Service Awards”).

From time to time, the Company also grants equity awards that are subject to service conditions, a portion of which are granted on a non-standard basis to reward or incentivize key contributions that advance the Company’s long-term goals of value creation.

These non-standard awards are referred to as (“Special Purpose Service Awards,” and collectively with Ordinary Service Awards, “Service Awards”).

Dividend equivalents are paid on the vested and unvested portion of the Service Awards when the dividend occurs.

Special Purpose Employee Service Awards

In conjunction with the IPO in 2022, TPG employees, certain of the Company’s executives and certain non-employees received one-time grants of equity-based awards in the form of Special Purpose Service Awards which entitle the holder to one share of Class A common stock upon vesting.

These units generally vest over a term of four to six-years .

Additionally, in conjunction with the Angelo Gordon Acquisition, described in Note 3 to the Consolidated Financial Statements, the Company agreed to grant an aggregate of 8.4 million Special Purpose Service Awards to former Angelo Gordon employees to promote retention post-closing, of which 7.8 million are outstanding to date.

These units generally vest over a term of five years .

Special Purpose IPO Executive Service Awards

Under the Omnibus Plan and in conjunction with the IPO, the Company granted 1.1 million restricted stock units as Special Purpose Service Awards in order to incentivize and retain key members of management and further their alignment with our shareholders (the “IPO Executive Service Awards”).

The IPO Executive Service Awards are subject to service-based vesting conditions over a five-year service period with vesting having commenced on the second anniversary of the grant date.

Compensation expense for these awards is recognized on a straight-line basis.

Special Purpose CEO Service Award

Under the Omnibus Plan, the Company granted a long-term performance incentive award to the Company’s Chief Executive Officer, Jon Winkelried, on November 30, 2023, comprised of 2.6 million restricted stock units as Special Purpose Service Awards, intended to incentivize Mr.

Winkelried to drive shareholder value in a manner that is aligned with stockholder interests, reward him for organic and inorganic Company growth, and bring his compensation in-line with peer competitors in order to promote and ensure retention (the “CEO Service Award”).

The CEO Service Award is subject to service-based vesting conditions over a four-year service period beginning on January 13, 2025 and each one-year anniversary thereafter.

Compensation expense for this award is recognized on a straight-line basis.

Notes to Consolidated Financial Statements

Service Awards

For the year ended December 31, 2023, the Company issued 7.0 million of Acquisition Service Awards and 13.6 million of Ordinary Service Awards.

The grant date fair value of the Acquisition Awards was the closing public share price of the Company’s Class A common stock on November 1, 2023 of $ 28.18 , and for the Ordinary Service Awards the public share price on their respective grant date.

The following table summarizes the outstanding RSUs for Service Awards as of December 31, 2024 (in millions, including share data):

Units Outstanding as of December 31, 2024 Compensation Expense for the Year Ended December 31, Unrecognized Compensation Expense as of December 31, 2024

Restricted Stock Units

Ordinary Service Awards

8.7 $ 94.2 $ 44.3 $ 259.8

Special Purpose Service Awards

16.6 135.4 75.7 330.9

Total Service Award RSUs

25.3 $ 229.6 $ 120.0 $ 590.7

For the years ended December 31, 2024 and 2023 the Company granted 6.9 million and 20.6 million Service Awards, respectively.

The grant date fair value was the public share price on each respective grant date.

The following table presents the rollforward of the Company’s unvested Service Awards for the year ended December 31, 2024 (awards in millions):

6 unchanged sentences

As of December 31, 2024, there was approximately $ 590.7 million of total estimated unrecognized compensation expense related to unvested Service Awards, which is expected to be recognized over the weighted average remaining requisite service period of 3.1 years.

In January 2024, the Company issued 2.4 million shares of Class A common stock in connection with the first vesting of both IPO and Ordinary Service Awards.

In January 2024, the Company granted 3.6 million in Ordinary Service Awards and 0.9 million in Acquisition Service Awards.

The units vest in equal tranches over a period of three to five years .

Performance Condition Awards

In 2022 the Company also granted 0.1 million of Ordinary Performance Condition Awards.

Market and Performance Condition Awards

Ordinary Performance Condition Awards

During the ordinary course of business, the Company grants equity awards, subject to a combination of service and performance conditions, as part of the Company’s standard incentive structure initiatives.

These awards are referred to as (“Ordinary Performance Condition Awards”).

In 2024, the Company granted 0.3 million of Ordinary Performance Condition Awards.

The weighted-average grant date fair value per share was $ 48.93 for these awards.

The Company recorded equity-based compensation expense of $ 1.0 million and $ 0.6 million for the years ended December 31, 2023 and 2022, respectively.

Further, as of December 31, 2023, there was approximately $ 2.0 million of total estimated unrecognized compensation expense related to unvested Ordinary Performance Condition Awards, which is expected to be recognized over the weighted average remaining requisite service period of 2.1 years.

Market Condition Awards

Under the Omnibus Plan, the Company also granted 2.2 million of Executive Awards in order to incentivize and retain key members of management and further their alignment with our shareholders in conjunction with the IPO.

The Executive Awards include awards of (i) 1.1 million restricted stock units subject to service-based vesting over a five-year service period beginning with the second anniversary of the grant date (included in IPO Service Awards) and (ii) 1.1 million market and service based restricted stock units (“IPO Market Condition Awards”).

Each IPO Market Condition Award is comprised of two parts:

(i) a time-based component requiring a five-year service period and (ii) a market price component with a target Class A common stock share price at either $ 44.25 within five years or $ 59.00 within eight years.

Dividend equivalents are paid on vested and unvested Executive Service Awards when the dividend occurs.

Dividend equivalents accrue for vested and unvested IPO Market Condition Awards and are paid only when both the applicable service and performance conditions are satisfied.

Compensation expense for Executive Service Awards is recognized on a straight-line basis and for the IPO Market Condition Awards using the accelerated attribution method on a tranche by tranche basis.

Executive Awards

Under the Omnibus Plan, the Company granted a long-term performance incentive award to the Company’s Chief Executive Officer, Jon Winkelried, on November 30, 2023.

The award comprised of 2.6 million Executive Service Awards

The Company recognizes compensation expense using the accelerated attribution method on a tranche-by-tranche basis.

Expense is recognized from the date of grant through the requisite service period of 4.4 years to the extent the performance condition is deemed probable.

The Company deemed these awards probable of vesting as of December 31, 2024.

In 2022, the Company also granted 0.1 million of Ordinary Performance Condition Awards.

As these awards were deemed improbable of vesting in a prior period, the Company is no longer recognizing equity-based compensation expense associated with these awards and will continue to monitor the awards until the end of the respective performance period.

From time to time, the Company grants equity awards that are subject to a combination of service and market conditions, granted on a non-standard basis to reward or incentivize key contributions that advance the Company’s long-term goals of value creation.

These awards are referred to as (“Special Purpose Market Condition Awards,” and collectively with the Ordinary Performance Condition Awards, “Market and Performance Condition Awards”).

Notes to Consolidated Financial Statements

and 3.9 million Executive Market Condition Awards and is intended to incentivize Mr.

The Service Awards vest ratably over a term of five years .

The Market Condition Awards are scheduled to service vest ratably over a period of five years , and are only earned upon achievement of a stock price vesting condition that will be met when the 30-day volume weighted average trading price of a share of Class A common stock meets or exceeds certain stock price hurdles.

25 % of each service vesting tranche of the Market Condition Awards are eligible to be earned and vest following achievement of each of the following Class A common stock prices:

$ 52.50 (“Type I”), $ 58.45 (“Type II”), $ 64.05 (“Type III”) and $ 70.00 (“Type IV”).

Special Purpose IPO Executive Market Condition Awards

Under the Omnibus Plan and in conjunction with the IPO, the Company also granted 1.1 million restricted stock units as Special Purpose Market Condition Awards in order to incentivize and retain key members of management and further their alignment with our shareholders (the “IPO Executive Market Condition Awards”).

The IPO Executive Market Condition Awards are subject to both market performance and service based vesting conditions, including (i) a time-based component requiring a five-year service period and (ii) a market price component with a target Class A common stock share price at $ 44.25 within five years and $ 59.00 within eight years.

Dividend equivalents accrue on the vested and unvested Special Purpose Service Awards when the dividend occurs.

Dividend equivalents accrue for vested and unvested portions of the IPO Executive Market Condition Awards and are paid only when both the applicable service and market performance conditions are satisfied.

Compensation expense for the IPO Executive Market Condition Awards is recognized using the accelerated attribution method on a tranche-by-tranche basis.

During 2024, both market price components of Class A common stock share price of $ 44.25 and $ 59.00 were met, which triggered vesting of 0.2 million IPO Executive Market Condition Awards.

Special Purpose CEO Market Conditions Award

The long-term performance incentive award granted to Jon Winkelried under the Omnibus Plan on November 30, 2023, is also comprised of 3.9 million restricted stock units as Special Purpose Market Condition Awards, and is intended to incentivize Mr.

The CEO Market Conditions Award is subject to both market performance and service based vesting conditions, including (i) a time-based component requiring a five-year service period and (ii) a market price component that is only achieved when the 30-day volume weighted average trading price of a share of Class A common stock meets or exceeds certain stock price hurdles.

25 % of each service vesting tranche of the CEO Market Conditions Award is eligible to be earned and vest following achievement of each of the following Class A common stock prices:

$ 52.50 , $ 58.45 , $ 64.05 and $ 70.00 .

These stock price hurdles represent a premium of 150 %, 167 %, 183 % and 200 % of the closing price of a share of Class A common stock on the date of grant.

The first market hurdle must be achieved by January 13, 2029, and the remaining hurdles by January 13, 2030.

If the applicable market hurdles are not achieved by the specified periods, the applicable Market Condition Awards will be forfeited.

Dividend equivalents are paid on vested and unvested Service Awards when the dividend occurs.

Dividend equivalents accrue for vested and unvested Market Condition Awards and are paid only if and when both the applicable service and market conditions are satisfied.

The fair value of the Executive Service Awards is based on the grant date fair value, which considers the public share price of the Company’s Class A common stock.

Compensation expense for those awards is recognized on a straight-line basis.

The grant date fair value of the Executive Market Condition Awards made during the year ended December 31, 2023 was based on a Monte-Carlo simulation valuation model.

Compensation expense for those awards is recognized using the accelerated attribution method on a tranche by tranche basis.

Below is a summary of the grant date fair value based on the Monte-Carlo simulation valuation model.

Vesting Condition Grant Date Fair Value

Type I $ 23.48

Type II $ 22.24

Type III $ 20.32

Type IV $ 18.37

Significant Assumptions Type I Type II Type III Type IV

TPG Class A common stock share price as of valuation date $ 35.00 $ 35.00 $ 35.00 $ 35.00

Volatility 38.0 % 36.9 % 36.9 % 36.9 %

Dividend Yield 4.5 % 4.5 % 4.5 % 4.5 %

Risk-free rate 4.27 % 4.3 % 4.3 % 4.3 %

The following table presents the roll forwards of the Company’s unvested Market Condition Awards for the year ended December 31, 2023 (awards in millions):

If the applicable market hurdles are not achieved by the specified periods, the applicable portions of the CEO Market Conditions Award will be forfeited.

Restricted stock units from the CEO Market Conditions Award that (i) vest prior to January 13, 2029 will be settled promptly following January 13, 2029, and (ii) vest after January 13, 2029 will be settled promptly following January 13, 2030, subject to certain other accelerated settlement conditions.

Dividend equivalents accrue for the vested and unvested portions of the CEO Market Conditions Award and are paid only if and when both the applicable service and market conditions are satisfied.

Compensation expense for the CEO Market Conditions Award is recognized using the accelerated attribution method on a tranche-by-tranche basis.

As of December 31, 2024, the first three market hurdles of the CEO Market Conditions Award of Class A common stock share prices of $ 52.50 , $ 58.45 and $ 64.05 were met.

As such, 20 % of these tranches have vested or will vest on each of January 13, 2025, 2026, 2027, 2028 and 2029.

Notes to Consolidated Financial Statements

The following table summarizes the outstanding RSUs for Market and Performance Condition Awards as of December 31, 2024 (in millions, including share data):

Units Outstanding as of December 31, 2024 Compensation Expense for the Year Ended December 31, Unrecognized Compensation Expense as of December 31, 2024

Restricted Stock Units

Ordinary Performance Condition Awards

0.5 $ 3.1 $ 1.0 $ 11.0

Special Purpose Market Condition Awards

4.6 29.2 8.8 54.4

Total Market and Performance Condition Award RSUs

5.1 $ 32.3 $ 9.8 $ 65.4

The following table presents the roll forwards of the Company’s unvested Special Purpose Market Condition Awards for the year ended December 31, 2024 (awards in millions):

Market Condition Awards Weighted Average Grant Date Fair Value

Balance at December 31, 2023 5.0 $ 20.10

Granted 3.9 21.10

( 0.2 ) 16.59

Forfeited ( 0.2 ) 16.58

Balance at December 31, 2024 4.6 $ 20.41

As of December 31, 2023 , there was approximately $ 86.3 million of total estimated unrecognized compensation expense related to unvested Market Condition Awards, which is expected to be recognized over the weighted average remaining requisite service period of 3.2 years.

As of December 31, 2024, there was approximately $ 54.4 million of total estimated unrecognized compensation expense related to unvested Special Purpose Market Condition Awards, which is expected to be recognized over the weighted average remaining requisite service period of 2.5 years.

Total Restricted Stock Units

For the years ended December 31, 2024, 2023 and 2022, the Company recorded total restricted stock unit compensation expense of $ 261.9 million, $ 129.8 million and $ 83.8 million respectively.

The expense associated with awards granted to certain non-employees of the Company is recognized in general, administrative and other in our Consolidated Statements of Operations and tot aled $ 6.4 million, $ 3.7 million and $ 7.1 million for the years ended December 31, 2024, 2023 and 2022, respectively.

For the years ended December 31, 2024 and 2023, the Company had 4,368,774 and 562,790 restricted stock units vest at a fair value of $ 179.1 million and $ 18.5 million, respectively (excluding vested, but unsettled units).

During the year ended December 31, 2024, the restricted stock units were settled by issuing 2,713,730 shares of TPG Inc.

Class A common stock, net of withholding tax of $ 68.0 million (excluding vested, but unsettled units).

During the year ended December 31, 2023, the restricted stock units were settled by issuing 356,443 shares of TPG Inc.

Class A common stock, net of withholding tax of $ 6.9 million (excluding vested, but unsettled units).

Notes to Consolidated Financial Statements

As a result of the Reorganization and the IPO in 2022, the Company’s current partners hold restricted indirect interests in Common Units through TPG Partner Holdings and indirect economic interests through RemainCo.

The following table summarizes all outstanding RSU awards as of December 31, 2024 (in millions, including share

Units Outstanding as of December 31, 2024 Compensation Expense for the Year Ended December 31, Unrecognized Compensation Expense as of December 31, 2024

Restricted Stock Units

Ordinary Awards:

Service Awards 8.7 $ 94.2 $ 44.3 $ 259.8

Performance Condition Awards 0.5 3.1 1.0 11.0

Special Purpose Awards:

Service Awards 16.6 135.4 75.7 330.9

Market Condition Awards 4.6 29.2 8.8 54.4

Total Restricted Stock Units 30.4 $ 261.9 $ 129.8 $ 656.1

In January 2025, the Company issued 4.5 million shares of Class A common stock in connection with the vesting of RSUs.

In January 2025, the Company granted 3.4 million in RSUs.

The units vest in equal tranches over a period of three to five years .

As a result of the Reorganization and the IPO in 2022, certain of the Company’s current partners hold restricted indirect interests in Common Units through TPG Partner Holdings and indirect economic interests through RemainCo.

TPG Partner Holdings and RemainCo are presented as non-controlling interest holders within the Company’s Consolidated Financial Statements.

1 unchanged sentence

Holders of these interests participate in distributions regardless of the vesting status.

Additionally, as a result of the Reorganization, the IPO and the acquisition of the final 33.3 % of NQ Manager in 2022 discussed in Note 3 to the Consolidated Financial Statements, certain TPG partners and NewQuest principals were granted Common Units directly at TPG Operating Group and Class A common stock subject to both service and performance conditions, which are deemed probable of achieving.

In conjunction with the Angelo Gordon Acquisition, as described in Note 3, the Company granted 43.8 million of unvested Common Units to former Angelo Gordon partners (the “Acquisition Common Units”), which are considered compensatory under ASC 718.

The grant fair value of the Acquisition Common Units was based on a $ 28.18 closing price for the Class A Shares on November 1, 2023, applying an applicable discount for lack of marketability.

Additionally, in conjunction with the Reorganization, the IPO and the acquisition of NewQuest, certain TPG partners and NewQuest principals were granted Common Units directly at TPG Operating Group and Class A common stock subject to both service and performance conditions, some of which are deemed probable of achieving.

In conjunction with the Angelo Gordon Acquisition, as described in Note 3 to the Consolidated Financial Statements, the Company granted 43.8 million of unvested Common Units to former Angelo Gordon partners (included in Common Units below), which are considered compensatory under ASC 718.

These units generally vest over a term of five years and participate in distributions at the TPG Operating Group along with all vested equity.

Notes to Consolidated Financial Statements

The following table summarizes the outstanding Other Awards as of December 31, 2024 (in millions, including share data):

Unvested Units/Shares Outstanding as of December 31, 2023 Compensation Expense for the Year Ended Unrecognized Compensation Expense as of December 31, 2023

December 31, 2023 December 31, 2022

Unvested Units/Shares Outstanding as of December 31, 2024 Compensation Expense for the Year Ended December 31, Unrecognized Compensation Expense as of December 31, 2024

TPH and RPH Units

5 unchanged sentences

Class A Common Stock 0.3 17.2 17.6 0.4

Acquisition Common Units 43.8 37.4 — 1,073.0

Total TOG Units and Class A Common Stock 46.5 $ 72.5 $ 41.4 $ 1,109.2

Total Common Units and Class A Common Stock 36.3 $ 341.3 $ 72.5 $ 764.6

TPH and RPH Units

The Company accounts for the TPH Units and RPH Units as compensation expense in accordance with ASC Topic 718, Compensation – Stock Compensation (“ASC 718”).

The unvested TPH and RPH Units are recognized as equity-based compensation subject to primarily service vesting conditions and in certain cases performance conditions, which are currently deemed probable of achieving.

The Company recognized compensation expense of $ 436.6 million and $ 508.6 million for the years ended December 31, 2023 and 2022, respectively.

The Company accounts for the TPH Units and RPH Units as compensation expense in accordance with ASC 718.

The unvested TPH and RPH Units are recognized as equity-based compensation subject to primarily service vesting conditions and in certain cases performance conditions, some of which are deemed probable of achieving.

The Company recognized compensation expense of $ 344.7 million, $ 436.6 million and $ 508.6 million for the years ended December 31, 2024, 2023 and 2022, respectively.

There is no additional dilution to our stockholders related to these interests.

1 unchanged sentence

Therefore, the Company has allocated these expense amounts to its non-controlling interest holders.

Notes to Consolidated Financial Statements

The following table presents the roll forwards of the Company’s unvested TPH Units and RPH Units for the year ended December 31, 2024 (units in millions):

6 unchanged sentences

Balance at December 31, 2024 26.1 $ 26.74 0.2 $ 457.10

TPH Units, which were forfeited by certain holders upon termination, were reallocated to certain existing unit holders in accordance with the applicable governing documents.

Forfeited TPH Units were reallocated to certain existing unit holders in accordance with the applicable governing documents.

The grant date fair value of the reallocated awards was determined based on the fair value of TPG’s common stock at the time of reallocation.

As of December 31, 2023, there was approximately $ 981.0 million of total estimated unrecognized compensation expense related to outstanding unvested awards, of which TPH Units and RPH Units represe nted $ 847.1 million and $ 133.9 million, respectively.

As of December 31, 2024, there was approximately $ 693.1 million of total estimated unrecognized compensation expense related to outstanding unvested awards, of which TPH Units and RPH Units represented $ 619.3 million and $ 73.8 million, respectively.

Notes to Consolidated Financial Statements

Common Units and Class A Common Stock

In accordance with ASC 718, all Other Awards are also recognized as equity-based compensation.

The expense for totaled $ 72.5 million and $ 41.4 million for the years ended December 31, 2023 and 2022, respectively.

The Company recognized compensation expense of $ 341.3 million, $ 72.5 million and $ 41.4 million for the years ended December 31, 2024, 2023 and 2022, respectively.

As TPG Operating Group holders would accrete pro-rata or benefit directly upon forfeiture of those awards, this compensation expense was allocated pro-rata to all controlling and non-controlling interest holders of TPG Inc.

3 unchanged sentences

Balance at December 31, 2023 45.4 $ 25.43 1.1 $ 29.50

Granted 43.8 25.36 — —

Reallocated 0.2 48.78 — —

Vested ( 9.4 ) 25.60 ( 0.8 ) 29.50

1 unchanged sentence

Balance at December 31, 2024 36.0 $ 25.50 0.3 $ 29.50

Total unrecognized compensation expense related to outstanding unvested awards as of December 31, 2023 was $ 1,109.2 million, of which the TOG Units and Class A common stock represented $ 1,091.5 million and $ 17.7 million, respectively.

Forfeited Common Units were reallocated to certain existing unit holders in accordance with the applicable governing documents.

The grant date fair value of the reallocated awards was determined based on the fair value of TPG’s common stock at the time of reallocation.

Total unrecognized compensation expense related to outstanding unvested awards as of December 31, 2024 wa s $ 764.6 million.

Other Liability Classified Awards

In conjunction with the Acquisition discussed in Note 3, the Company granted liability-classified Common Unit awards with a grant date fair value of $ 206.6 million to Angelo Gordon partners.

Those awards represent the compensatory portion of the Earnout Payment under ASC 718 and as such, require both continuous service over a period of five years and the satisfaction of the FRR targets during the Measurement Period defined in Note 3.

In conjunction with the Acquisition discussed in Note 3 to the Consolidated Financial Statements, the Company granted liability-classified Common Unit awards to Angelo Gordon partners.

Those awards represent the compensatory portion of the Earnout Payment under ASC 718 and as such, require both continuous service over a period of five years and the satisfaction of FRR targets during the Measurement Period defined in Note 3 to the Consolidated Financial Statements.

These liability-classified awards will be settled with a variable number of both vested and unvested Common Units upon the satisfaction of the FRR targets and do not participate in TPG Operating Group distributions before settlement.

The fair value of these awards will be remeasured every reporting period and is based on the satisfaction of the respective FRR targets.

During the year ended December 31, 2023, the Company recognized compensation expense of $ 12.4 million related to its liability-classified awards with a corresponding increase in Other liabilities.

Compensation expense for those

Notes to Consolidated Financial Statements

awards is recognized using the accelerated attribution method on a tranche by tranche basis.

For the years ended December 31, 2024 and 2023, the Company recognized compensation expense of $ 55.3 million and $ 12.4 million, respectively related to its liability-classified awards with a corresponding increase in other liabilities.

Compensation expense for those awards is recognized using the accelerated attribution method on a tranche by tranche basis.

Total unrecognized compensation expense related to these awards as of December 31, 2024 was $ 76.9 million .

5 unchanged sentences

Compensation and benefits expense is offset by related management fees earned by the Company from TRTX.

During the year ended December 31, 2023 the Company recognized $ 7.2 million of management fees and compensation and benefits expense.

During the years ended December 31, 2024 and 2023, the Company recognized $ 9.3 million and $ 7.2 million, respectively.

During the year ended December 31, 2022 the Company recognized le ss than $ 0.01 million of such expense.

Notes to Consolidated Financial Statements

Other Compensation Matters

10 unchanged sentences

The Company incurred discretionary bonus expense of $ 330.0 million, $ 220.7 million and $ 205.4 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Notes to Consolidated Financial Statements

The Company has three classes of common stock outstanding, Class A common stock, nonvoting Class A common stock and Class B common stock.

6 unchanged sentences

Holders of the Class B common stock are not entitled to dividends in respect of their shares of Class B common stock.

In connection with the Acquisition described in Note 3, the Company issued 9.2 million Common Units where all Common Units issued are accompanied by an equal number of Class B common stock.

During the year ended December 31, 2024, certain stockholders transferred to third parties 1,652,938 shares of the Company’s nonvoting Class A common stock at which point such shares converted automatically into shares of Class A common stock in accordance with their terms.

As of December 31, 2024, 102,605,392 shares of Class A common stock and 6,605,963 shares of nonvoting Class A common stock were outstanding, 255,756,502 shares of Class B common stock were outstanding, and there were no shares of preferred stock outstanding.

Dividends and distributions

Dividends and distributions are reflected in the Consolidated Statements of Changes in Equity when declared by the board of directors.

Dividends are made to Class A common stockholders and distributions are made to holders of non-controlling interests in subsidiaries.

Notes to Consolidated Financial Statements

The table below presents information regarding the quarterly dividends on the Class A common stock, which were made at the sole discretion of the Board of Directors of the Company.

4 unchanged sentences

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

1 unchanged sentence

Total 2024 Dividend Year (through Q4 2024) $ 1.74

Exchange of Common Units

Pursuant to the exchange agreement entered into at the time of our IPO (the “Exchange Agreement”), on March 30, 2023 a pre-IPO Investor exchanged 1,000,000 Common Units of each TPG Operating Group partnership for 1,000,000 shares of Class A common stock.

This exchange resulted in the issuance of 1,000,000 shares of Class A common stock and the cancellation of 1,000,000 shares of Class B common stock for no additional consideration.

Exchanges of Common Units

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.

The supplemental non-cash financing activities related to equity for the Consolidated Statements of Cash Flows are as follows (in thousands):

Year Ended December 31,

2024 2023 2022

Distributions to holders of other non-controlling interests $ 13,504 $ 17,779 $ 3,964

Deferred tax assets 335,529 — —

Due to affiliates 297,085 — —

Additional paid-in-capital 38,444 — —

Notes to Consolidated Financial Statements

Subsequent Events

Other than the events noted in Notes 12, 19 and 20 to the Consolidated Financial Statements, there have been no additional events since December 31, 2023 that require recognition or disclosure in the Consolidated Financial Statements.

Other than the events noted above in the footnotes to the Consolidated Financial Statements, there have been no additional events since December 31, 2024 that require recognition or disclosure in the Consolidated Financial Statements.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosures

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data