What changed in this filing

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Item 9A. Controls and Procedures

2025-02-18 compared with 2024-02-23 · 42 added, 39 removed, 179 unchanged (31% of the section changed)

16 unchanged sentences

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

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

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

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

Management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024 based on the framework established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this assessment,

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

Based on this assessment, management has determined that the Company’s internal control over financial reporting as of December 31, 2024 was effective.

Changes in Internal Control Over Financial Reporting

4 unchanged sentences

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

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

During the quarter ended December 31, 2024, Bradford Berenson, our General Counsel, adopted the following Rule 10b5-1 plan (the “Rule 10b5-1 Plan”):

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

Deborah Messemer

Independent Director

Class A common stock

November 17, 2023

February 28, 2024 to July 31, 2024

Bradford Berenson

General Counsel

Rule 10b5-1 Class A common stock December 4, 2024

March 05, 2025 to December 19, 2025

100,457 shares of Class A common stock

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

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

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

2 unchanged sentences

Information about our directors and executive officers as well as corporate governance matters will be in our 2025 Proxy Statement, which is expected to be filed no later than 120 days after the end of our fiscal year ended December 31, 2024 under the captions “Corporate Governance,” “Election of Directors” and “Executive Officers” and is incorporated in this Form 10-K by reference.

Policy Prohibiting Insider Trading

We have adopted a Policy Prohibiting Insider Trading that governs the purchase, sale and/or other dispositions of our securities applicable to our personnel, including directors, officers, employees and other covered persons.

We believe that our Policy Prohibiting Insider Trading is reasonably designed to promote compliance with insider trading laws, rules and regulations, and Nasdaq listing standards.

A copy of our Policy Prohibiting Insider Trading is filed as Exhibit 19.1 to this Form 10-K.

Code of Conduct and Ethics

27 unchanged sentences

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

2.4 A men dment No.

3 to the Transaction Agreement, dated March 13, 2024, b etween TPG Operating Group II, L .P.

and API Representative, LLC (inco rporated by reference to Exhibit 2.1 to the Company ’ s Quarterly Report on Form 10-Q, filed on May 8, 2024).

3.1 Restated Certificate of Incorporation of TPG Inc.

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

3.2 Certificate of Amendment of Restated Certificate of Incorporation of TPG Inc.

(incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on June 6, 2024).

3.3 Amended and Restated Bylaws of TPG Inc.

1 unchanged sentence

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

4.2 S ubordinated Indenture, dated as of March 4, 2024 , among TPG Operating Group II, L.P ., the Guarantors named therein and U.S.

Bank Trust Company, National Association , as trustee (incorporated by reference to Exhibit 4 .1 to the Company’s Current Report on Form 8-K , filed on March 4 , 2024 ).

4.3 First Supplemental Indenture, dated as of March 4, 2024 , among TPG Operating Group II, L.P., the Guarantors named therein and U.S.

Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.

2 to the Company’s Current Report on Form 8-K, filed on March 4, 2024 ).

4.4 Form of 6.950% Subordinated Notes d ue 2064 (incorporated by reference to Exhibit 4.

3 to the Company’s Current Report on Form 8-K, filed on March 4, 2024).

4.5 Senior Indenture, dated as of March 5 , 2024, among TPG Operating Group II, L.P., the Guarantors named therein and U.S.

Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on March 5 , 2024).

4.6 First Supplemental Indenture, dated as of March 5 , 2024, among TPG Operating Group II, L.P., the Guarantors named therein and U.S.

Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed on March 5 , 2024).

4.7 Form of 5.875 % Senior Notes due 20 3 4 (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K, filed on M arch 5 , 2024).

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

(incorporated by reference to Exhibit 10.1 to the Company’s Annual Report on Form 10 -K, filed on February 23 , 2024).

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

5 unchanged sentences

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

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

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

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

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

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

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

10.7 Amended and Restated Tax Receivable Agreement, dated November 1, 2023, among TPG Inc., TPG OpCo Holdings, L.P., TPG Operating Group II, L.P., TPG GP A, LLC, Alabama Investments (Parallel), LP, Alabama Investments (Parallel) Founder A, LP, Alabama Investments (Parallel) Founder G, LP and API Representative, LLC (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on November 2, 2023).

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

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

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

10.9 Amended and Restated Investor Rights Agreement, dated November 1, 2023, among TPG Inc., TPG GP A, LLC, Alabama Investments (Parallel) LP, Alabama Investments (Parallel) Founder A, LP, Alabama Investments (Parallel) Founder G, LP and API Representative, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on November 2, 2023).

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

26 unchanged sentences

and Jon Winkelried, under the TPG Inc.

Omnibus Equity Incentive Plan.

Form of Platform Level Program Award Agreements.

Form of Platform Level Program Award Agreements for TPG Angelo Gordon

Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 10.2 5 to the Company’s Annual Report on Form 10-K, filed on February 23, 2024).

Form of Platform Level Program Award Agreements (incorporated by reference to Exhibit 10.2 6 to the Company’s Annual Report on Form 10-K, filed on February 23, 2024).

Form of Platform Level Program Award Agreements for TPG Angelo Gordon (incorporated by reference to Exhibit 10.2 7 to the Company’s Annual Report on Form 10-K, filed on February 23, 2024).

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

(incorporated by reference to Exhibit 10.28 to the Company’s Annual Report on Form 10-K, filed on February 23, 2024).

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

6 unchanged sentences

Coulter, TPG Europe, LLC, TPG Europe II, LLC, BondCo, Inc., CoulCo, Inc., TPG Holdings II Sub, L.P., TPG Global Advisors, LLC, TPG Global, LLC, TPG International, LLC and Tarrant Capital, LLC (incorporated by reference to Exhibit 10.29 to the Company’s Annual Report on Form 10-K, filed on March 29, 2022).

Independent Director Compensation Policy.

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

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

P olicy Prohibiting Insider Trading.

21.1* List of subsidiaries.

22.1 List of Notes Issuer and Guarantor Subsidiaries, Senior and Subordinated Notes (incorporated by reference to Exhibit 22.1 to the Company ’ s Quarterly Report on Form 10-Q, filed on May 8, 2024).

23.1* Consent of Deloitte & Touche LLP as to TPG Inc.

5 unchanged sentences

Section 1350.

97.1*† TPG Inc.

Dodd-Frank Clawback Policy.

Dodd-Frank Clawback Policy (incorporated by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K, filed on February 23, 2024).

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

16 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ David Bonderman

David Bonderman

Founding Partner, Non-Executive Chairman and Director

February 23, 2024

Founding Partner, Executive Chairman and Director

6 unchanged sentences

Jack Weingart

Chief Financial Officer and Director (Principal Financial Officer)

Chief Financial Officer (Principal Financial Officer)

February 18, 2025

9 unchanged sentences

February 18, 2025

/s/ Josh Baumgarten

Josh Baumgarten

Director February 23, 2024

/s/ Maya Chorengel

Maya Chorengel

February 23, 2024

/s/ Jonathan Coslet

Jonathan Coslet

February 23, 2024

/s/ Kelvin Davis

19 unchanged sentences

February 18, 2025

/s/ Kathy Elsesser

Kathy Elsesser

February 18, 2025

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures