What changed in this filing

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Item 1A. Risk Factors

2026-02-17 compared with 2025-02-18 · 455 added, 426 removed, 1267 unchanged (41% of the section changed)

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We depend on our senior leadership and key investment and other professionals, and the loss of their services or investor confidence in them could have a material adverse effect on our results of operations, financial condition and cash flow.

We depend on the experience, expertise, efforts, skills and reputations of our investment and other professionals, including our senior leadership, senior advisors and other key personnel, none of whom are obligated to remain employed or otherwise engaged with us.

We depend on the experience, expertise, efforts, skills and reputations of our investment and other professionals, including our senior leadership and other key personnel, none of whom are obligated to remain employed or otherwise engaged with us.

For example, our ability to continue delivering strong fund returns depends on the investments that our investment professionals and other key personnel identify and the synergies among their diverse fields of expertise.

Senior leadership, investment professionals and other key personnel also have strong business relationships with our fund investors and other members of the business community.

The loss of any of their services, including if any

were to join or form a competing firm or experience a health or safety issue, could have a material adverse effect on our results of operations, financial condition and cash flow and could harm our ability to maintain or grow AUM in existing funds or raise additional funds in the future.

The loss of any of their services, including if any were to join or form a competing firm or experience a health or safety issue, could have a material adverse effect on our results of operations, financial condition and cash flow and could harm our ability to maintain or grow AUM in existing funds or raise additional funds in the future.

Further, there can be no assurance that our founder succession process or plans to transition to long-term corporate governance by an independent board of directors will facilitate an orderly transition.

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Amounts earned by our investment and other professionals who participate in partnership equity programs will vary from year to year depending on our overall realized performance.

As a result, there may be periods when we determine that realized performance allocations (together with other then-existent partnership return elements) are not sufficient to incentivize individuals, which could result in our having to increase salaries, cash bonuses, other equity awards and other benefits, modify existing programs or use new incentive programs, which could increase our compensation costs.

As a result, there may be periods when we determine that realized performance allocations (together with other then-existent partnership return elements) are not sufficient to incentivize individuals, which could require us to increase salaries, cash bonuses, other equity awards and other benefits, modify existing programs or use new incentive programs, which could increase our compensation costs.

Reductions in partnership equity programs could also make it harder to retain investment professionals and other key personnel and cause these individuals to seek other employment opportunities.

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Depending on which entity is a party to these agreements and the laws applicable to these agreements, we may be unable to, or may find it impracticable to, enforce them, and certain of these agreements may be waived, modified or amended at any time without our consent.

Even when enforceable, these

agreements expire after certain periods of time, at which point investment professionals and other key personnel are free to compete with us and solicit our fund investors and employees.

Even when enforceable, these agreements expire after certain periods of time, at which point investment professionals and other key personnel are free to compete with us and solicit our fund investors and employees.

Poor performance of our funds would cause a decline in our revenue, may obligate us to repay performance allocations previously paid to us and could negatively impact our ability to raise capital for future funds.

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• management fees, which are generally based on the amount of capital committed or invested in our funds;

• transaction, monitoring and other fees, including compensation received from our broker-dealer or related entities for various capital markets services;

• transaction, monitoring and other fees, including compensation our broker-dealer or related entities receive for various capital markets services;

• incentive fees;

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Poor performance of our funds could make it more difficult for us to raise new capital.

Existing and potential investors continually assess our funds’ performance, and our ability to raise capital for existing funds and future funds, as well as avoiding excessive redemptions from our open-ended credit, public equity and other funds depends on our funds’ continued satisfactory performance.

Accordingly, poor fund performance may deter future investment in our funds and thereby decrease our AUM and revenue.

In addition, capital markets fees are typically dependent on transaction frequency and volume, and a slowdown in the pace or size of investments by our funds could adversely affect the amount of fees generated by our broker-dealer.

Existing and potential investors continually assess our funds’ performance, and our ability to raise capital for existing funds and future funds, as well as avoiding excessive redemptions from our open-ended funds and perpetual capital vehicles, depends on our funds’ continued satisfactory performance.

Accordingly, poor fund performance may deter future investment in our funds or cause an increase in redemptions and thereby decrease our revenue and/or AUM.

Any of the foregoing could have a material adverse effect on our results of operations, financial condition and cash flow.

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If we are unable to raise successor funds of a comparable size without delay, our revenues may decrease as the investment periods of our predecessor funds expire and associated fees decrease.

In addition, investors in our open-ended credit, public equity and other funds, and our BDC, have the ability to redeem their fund interests and move their capital to other investments;

In addition, investors in our open-ended funds and perpetual capital vehicles, including our BDC, may seek to redeem their fund interests and move their capital to other investments;

these funds’ management fees and performance allocations would decline if we are unable to raise capital to replace that of redeeming fund investors.

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Raising capital for our funds is subject to various risks.

For example, we may seek to raise significant capital for our funds at a time when our competitors, some of whom have substantially larger capital formation teams, are likewise engaged in significant fundraising campaigns, or at a time when investors, as a result of general economic downturn or

otherwise, are limiting or reducing their total investments.

For example, we may seek to raise significant capital for our funds at a time when our competitors, some of whom have larger capital formation teams, are likewise engaged in significant fundraising campaigns, or at a time when investors, as a result of general economic downturn or otherwise, are limiting or reducing their total investments.

We may also be in the market with multiple fundraising campaigns at the same time and need to prioritize some over others to more effectively compete for limited investor capital.

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and Europe, are and may continue to be significantly underfunded, all of which could reduce the amount of assets available for us to manage on behalf of certain of our clients.

Moreover, certain institutional investors prefer to in-source their own investment professionals and make direct investments in alternative assets without the assistance of investment advisers like us.

Moreover, certain institutional investors prefer to in-source their own investment professionals and make direct

investments in alternative assets without the assistance of investment advisers like us.

Such institutional investors may become our competitors and could cease to be our clients.

We enter into customized investment programs with select investors, particularly as certain investors seek to consolidate their capital with fewer managers.

This customization takes the form of contractual arrangements pursuant to broader strategic relationships or other types of strategic partnerships, separately managed accounts (“SMAs”) and other bespoke investment structures.

This customization takes the form of contractual arrangements pursuant to broader strategic relationships or other types of strategic partnerships, SMAs and other bespoke investment structures.

In exchange for significant commitments and in recognition of past commitments, these arrangements can include the establishment of dedicated vehicles, discounted and/or shared management fees, reduced and/or shared performance allocations, the right to participate in co-investment opportunities and knowledge sharing, training and secondment programs.

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For example, such terms could restrict our ability to raise funds with investment objectives or strategies that compete with existing funds, increase the hurdle required to be generated on investment prior to our right to receive management fees and performance allocations, add expenses and obligations for us in managing funds or increase our potential liabilities.

institutional investors increasingly consolidate their relationships with investment firms and competition becomes more acute, we expect to receive more requests to modify the terms of our new funds, including reductions in management fees or the implementation of arrangements whereby an investor shares in certain funds’ management fees or performance allocations.

Further, as institutional investors increasingly consolidate their relationships with investment firms and competition becomes more acute, we expect to receive more requests to modify the terms of our new funds, including reductions in management fees or the implementation of arrangements whereby an investor shares in certain funds’ management fees or performance allocations.

For example, certain of our newer funds include more favorable terms for fund investors that commit to early closes.

In addition, we have granted various forms of economic participation rights with respect to certain products or strategies, including the right to a percentage of the net profits or gross revenues, to certain strategic investors.

We may also offer revenue shares to distribution partners.

Although we will typically award such discounts and economic incentives in circumstances where there can be no assurance that the ultimate benefit we attain will be commensurate with the discount we award, or as to how long it may take to recoup such value.

Any agreement to or changes in terms less favorable to us could result in a material decrease in our profitability and have a material adverse effect on our results of operations, financial condition and cash flow.

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We endorsed the Principles as an indication of our general support for ILPA’s efforts.

Further, the SEC’s focus on certain fund fees and expenses, including whether such fees and expenses were appropriately disclosed to fund limited partners, may lead to increased publicity that could cause fund investors to further resist certain fees and expense reimbursements.

ILPA also recently published an analysis emphasizing the growing role of retail vehicles in private markets and the potential for conflicts of interests between general partners and limited partners with respect to investment allocations, governance and fees.

For further discussion of potential conflicts of interests, see “—Our activities and the business activities of certain of our personnel may give rise to conflicts of interest with our funds, and our failure to deal appropriately with conflicts of interest could damage our reputation and negatively impact our business.” Further, the SEC’s focus on certain fund fees and expenses, including whether such fees and expenses were appropriately disclosed to fund limited partners, may lead to increased publicity that could cause fund

investors to further resist certain fees and expense reimbursements.

Significant changes to our fund fee and expense structures in response to requirements of institutional investors, ILPA or the SEC could have a material adverse effect on our results of operations, financial condition and cash flow.

The Acquisition may not achieve its intended benefits, and certain difficulties, costs or expenses may outweigh such intended benefits.

While we expect the Acquisition to benefit the Company and our stockholders, the completion of the Acquisition also exposed our business to new and varying risks.

We also cannot assure you that we will continue to successfully integrate TPG Angelo Gordon or otherwise realize all the expected benefits of the Acquisition.

The success of the Acquisition depends on, among other things, our ability to continue to:

• integrate TPG Angelo Gordon’s business model and people into our businesses, including realizing the benefits of expected synergies and properly managing potential conflicts of interest;

• implement adequate investment processes, controls and procedures that are appropriate for the combined company, including TPG Angelo Gordon’s obligations to provide financial reporting as part of a public company, and to manage any associated incremental operating costs .

Many of these factors are and will remain outside of our control and any one of them could result in increased costs, decreases in the amount of expected revenues and diversion of management’s time and focus, which could have a material and adverse effect on our results of operations, financial condition and cash flow.

In addition, other events outside of our control, such as the political climate, macroeconomic events and regulatory or legislative changes, including in new jurisdictions in which we now operate as a result of the Acquisition, could limit our ability to realize all the anticipated benefits from the Acquisition.

Incorporation of TPG Angelo Gordon into the Company results in certain incremental risks and exacerbates existing risks of our business.

TPG Angelo Gordon operates its business as a discrete TPG platform focused on credit and real estate investments.

These investments pose risks that the Company did not face prior to the Acquisition, many of which may be material.

These risks include:

• financial, regulatory and other risks related to investment in real estate assets in new geographies, including increased exposure to real estate assets in Europe and Asia;

• risks related to investments made pursuant to special situation and distressed debt investment strategies;

• litigation and regulatory risks relating to credit products, including risks arising in jurisdictions in which we had not previously operated;

• risks related to investments in, regulation of and reserve requirements related to CLOs;

• risks related to TCAP, TPG Angelo Gordon’s BDC.

We may not be successful in executing or managing the complexities of new investment strategies, in expanding into new markets and businesses or in attracting new types of investors, which could have a material adverse effect on our results of operations, financial condition and cash flow.

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• our ability to properly manage conflicts of interests with our existing businesses;

• minimizing any disruption to our ongoing businesses;

• minimizing any other disruption to our ongoing businesses;

• management’s ability to develop and integrate new businesses and the success of integration efforts;

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• the broadening of our geographic footprint and successfully managing the risks associated with conducting operations in foreign jurisdictions (including regulatory, tax, legal and reputational consequences).

In some instances, we may determine that growth in a specific area is best achieved through the acquisition of an existing business, as with our acquisition of TPG Angelo Gordon.

In some instances, we may determine that growth in a specific area is best achieved through the acquisition of an existing business, as with our acquisitions of Angelo Gordon and Peppertree.

Our ability to consummate an acquisition will depend on our ability to identify and accurately value potential acquisition opportunities and successfully compete for these businesses against companies that may have greater financial resources.

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There can be no assurance that any joint venture opportunities will be successful.

In addition, to the extent that we distribute products through new channels, including through unaffiliated firms and/or those providing access to retail investors, or market our funds to new types of investors, we may be unable to effectively monitor or control the manner of their distribution.

These activities also will impose additional compliance burdens on us, subject us to enhanced regulatory scrutiny and expose us to greater reputation and litigation risk.

Further, these activities may give rise to conflicts of interest and related party transaction risks and may lead to litigation or regulatory scrutiny.

In addition, we have increasingly undertaken business initiatives to increase the number and types of investment products and vehicles we offer to investors, especially individual (non-institutional) investors (including investors often described as high net worth individuals, family offices, mass affluent individuals or accredited investors).

In some cases, we distribute offers to such investors indirectly through third-party vehicles sponsored by brokerage firms, private banks or other third parties, and in other cases, directly to the qualified clients of private banks, independent investment advisors and brokers.

In other cases, we design products specifically for direct investment by individual investors in the United States, some of whom may not be accredited, or similar investors in non-U.S.

jurisdictions.

Such products are regulated by the SEC in the United States and by other similar regulatory bodies in non-U.S.

jurisdictions.

Accessing individual investors and selling products directed at such investors exposes us to new and greater levels of risk, including:

• heightened litigation and regulatory enforcement risks, including the increased potential for class actions and other investor lawsuits;

• increased compliance burden, such as managing related party transaction risks and potential conflicts of interest relating to allocation of potential investment opportunities and otherwise (see “—Our activities and the business activities of certain of our personnel may give rise to conflicts of interest with our funds, and our failure to deal appropriately with conflicts of interest could damage our reputation and negatively impact our business.”);

• more complex operational burden, such as potential obligations to conduct more frequent valuation processes and increased demands on administrative, operational and accounting resources;

• liquidity risks, such as sizing of liquidity reserves in order to satisfy any periodic investor redemption requests.

To the extent that we continue to distribute products through new channels, including through unaffiliated firms and/or those providing access to retail investors, or market our funds to new types of investors, we may be unable to effectively monitor or control the manner of their distribution.

This could result in litigation or regulatory action against us, including with respect to, among other things, claims that we distributed products through such channels to investors for whom they are unsuitable, in a manner inconsistent with our regulatory requirements or in any other inappropriate manner, claims related to conflicts of interests or claims related to the adequacy of disclosure to investors.

In addition, regulations applicable to our arrangements with such distributors and channels increase the compliance burden associated with onboarding new distributors or pursuing new distribution channels, resulting in increased cost and complexity.

Although we engage in due diligence and onboarding procedures that seek to uncover issues relating to the third parties through which individual investors access our products, we do not control and have limited information regarding many of these third-party channels and, therefore, we are exposed to the risks of reputational damage, regulatory scrutiny and legal

liability to the extent such third parties improperly market our products to investors.

Moreover, the distribution of such products, including through new channels, whether directly or through market intermediaries, including in the individual investor or private wealth management channel, could expose us to additional regulatory risk such as actions by state and federal regulators with respect to product suitability, distributor eligibility, investor classification, compliance with securities laws, conflicts of interest and the adequacy of our disclosure.

Our initiatives to build or acquire new investment strategies, expand into new markets or grow our individual investor base require the investment of significant time, effort and resources, such as the potential hiring of additional personnel, the implementation of new operational, compliance and other systems and processes and the development or implementation of new technology.

There can be no assurance that any new product, business or venture we develop internally or by acquisition will succeed.

Scrutiny from fund investors and regulators on ESG matters and evolving regulatory and other requirements may affect investment opportunities for our funds, negatively impact our ability to raise or deploy capital from investors, and result in additional compliance costs.

Many of our fund investors, stockholders, regulators and other stakeholders are focused on ESG matters.

Certain fund investors consider our record against their expectations for socially responsible investing and other ESG factors, including by utilizing third-party benchmarks or scores, in determining whether to invest in our funds.

At times, certain fund investors have conditioned future capital commitments on taking or refraining from taking certain ESG-related actions.

Although some of our funds are focused on socially responsible-, climate- or transition-focused investing with non-concessionary financial returns, these or other funds may make investments that fund investors or stockholders view as inconsistent with their ESG standards or commitments.

If our ESG practices or third-party ratings do not meet the standards set by these fund investors or stockholders, or if we fail, or are perceived to fail, to demonstrate progress toward their ESG expectations, they may choose not to invest in our funds or exclude our Class A common stock from their investments, and we may face reputational damage.

To the extent our access to capital from fund investors focused on ESG ratings or matters is impaired, we may not be able to maintain or increase the size of our funds or raise sufficient capital for

new funds, which may adversely affect our revenues.

Further, there can be no assurance that fund investors and other stakeholders will determine that our ESG initiatives are sufficiently robust.

There also can be no assurance that we will be able to accomplish any announced ESG initiatives, as statements regarding ESG initiatives reflect our current plans and aspirations and are not guarantees that we will be able to achieve them within the timelines we announce or at all.

Further, as part of our ESG practices, we rely on the services and methodologies of Y Analytics, an affiliated public benefit organization, and other third parties.

Such services and methodologies by Y Analytics or other third parties could prove to be inaccurate and there can be no assurance that they will be successful.

The occurrence of any of the foregoing could negatively impact our relationships with fund investors, our funds’ performance, our ability to raise funds and capital and the price of our Class A common stock, all of which could adversely affect our business and results of operations.

Anti-ESG sentiment has gained momentum in the United States, with the Federal government and many states having enacted or proposed “anti-ESG” policies or legislation or taken related legal interpretations.

These include, for example, (i) targeting financial institutions that “boycott” or “discriminate against” companies in certain industries by prohibiting state entities from doing business with such institutions and/or investing the state’s assets (including pension plan assets) through such institutions;

and (ii) ESG investment prohibitions requiring that state entities or managers/administrators of state investments make investments based solely on pecuniary factors without consideration of ESG factors.

If fund investors subject to such policies or legislation viewed our funds or ESG practices, including our climate-related impact strategies, as being in contradiction of such “anti-ESG” policies, legislation or legal interpretations, such fund investors may not invest in, or may exit, our funds, our ability to maintain the size of our funds could be impaired, and it could negatively affect our results of operations, financial condition and cash flow.

Additionally, asset managers have been subject to scrutiny on antitrust grounds related to ESG-focused industry working groups, initiatives and associations, including organizations taking action seeking to address climate change or climate-related risk.

Further, scrutiny of corporate diversity, equity and inclusion (“DEI”) practices has increased and continues to increase.

Some state attorneys general, private parties and members of Congress are asserting that certain corporate DEI practices are unlawful.

There have been widely publicized social media campaigns criticizing the DEI practices at some companies.

In addition, the Trump administration has announced initiatives targeting DEI programs and related measures that seek to address social inequality, including ending affirmative action regulations for federal contracts and directing government agencies to identify prominent businesses and other organizations for possible enforcement actions.

Such anti-ESG and anti-DEI related policies, legislation, initiatives and scrutiny could increase our compliance costs, expose us to the risk of litigation, antitrust investigations and/or challenges by federal or state authorities, result in injunctions, penalties and reputational harm and/or require certain investors to divest or discourage certain fund investors from investing in our funds.

Regulators in several jurisdictions have scrutinized ESG-related disclosures by asset managers, which exposes us to additional risks.

For example, this additional scrutiny has increased the risk that we could be perceived as, or accused of, making inaccurate or misleading statements regarding the investment strategies or governance of our funds or our and the funds’ ESG efforts, programs or initiatives, often referred to as “greenwashing.” Any such perception or accusation could damage our reputation, result in litigation or regulatory actions, and adversely impact our ability to raise capital and attract new fund investors.

In addition, there has been significant regulatory focus on ESG-related practices by investment managers and operating companies, in particular relating to increasing transparency regarding the definition, measurement and disclosure of ESG factors to allow investors and other stakeholders to better understand and validate sustainability claims and performance.

More generally, national and supranational regulatory priorities and legislation regarding ESG in the United States and other jurisdictions applicable to us, our funds and their portfolio companies are highly uncertain and continue to evolve, and future developments could adversely affect our business.

Among other impacts, compliance with new and shifting requirements may lead to increased management burdens and costs.

There is also a risk of mismatch between U.S., European Union (“EU”), U.K.

and other regulatory initiatives and related requirements, which may vary at the fund, advisor and public company level.

We, our funds and their portfolio companies could become subject to additional ESG-related regulations, penalties and/or risks of regulatory scrutiny and enforcement in the future.

We cannot guarantee that our current or future ESG program and practices will comply with future regulatory requirements, new interpretations of current regulatory requirements, reporting frameworks or best practices, or changing perceptions of ESG or anti-ESG advocates or policymakers regarding acceptable practices, thus increasing the risk of investor, regulatory and/or other stakeholder scrutiny.

If any governmental authority, regulatory agency or similar body were to take issue with our past or future practices, then we, our funds and/or their portfolio companies may be at risk for regulatory sanction, and any such investigations could be costly, distracting, time consuming and/or harmful to our reputation and business.

Further, with respect to both voluntary and mandated ESG disclosures, we and our portfolio companies may not successfully implement measurement processes and disclosure controls and procedures that meet evolving investor, regulatory or other stakeholder expectations.

Any enhancements to such processes and controls may be costly and give rise to significant administrative burdens and may present numerous operational, reputational, financial, legal and other risks.

If we or our portfolio companies do not successfully implement controls related to reporting ESG information or cannot readily obtain such information, this could result in legal liability and reputational damage, which could impact our ability to attract and retain fund investors.

We and many of our portfolio companies also may undertake voluntary reporting on various ESG matters, including those relating to greenhouse gas emissions and human capital management.

The standards for tracking and reporting on ESG matters continue to evolve.

Subsequent modification or restatement of voluntary information previously reported may create legal, reputational or business risk.

The European Commission has adopted an action plan on financing sustainable growth, as well as initiatives at the EU level, such as the SFDR (as defined below).

See “—Risks Related to Our Industry—Regulatory initiatives in jurisdictions outside the United States could negatively impact our business—SFDR.” Compliance with the SFDR and other ESG-related rules and frameworks has and is expected to result in increased legal, compliance, engagement, reporting and other associated costs and expenses which would be borne by us and our funds because of the need to collect certain information to meet the disclosure requirements, which are highly dynamic and subject to change.

If regulators disagree with the procedures or standards we use for responsible investing, or new regulations or legislation require a methodology of measuring, verifying or disclosing ESG or impact factors that differ from our current practices or necessitate a redesignation of our funds subject to SFDR, it could have a material adverse effect on our reputation, results of operations, financial condition and cash flow.

As currently adopted, although subject to pending proposals, each of the Taxonomy Regulation (as defined below), the SFDR and the associated regulatory technical standards remain subject to change, as a series of initiatives are ongoing for review and potential revision of each.

If the proposals are adopted, certain TPG funds would likely be required to update existing disclosures provided to investors, or changes to the investment portfolio of particular funds or name changes to particular funds may be necessary.

Sustainability-related compliance and reporting may result in increased compliance costs, litigation or enforcement actions, reputational harm, irreconcilable inconsistencies across jurisdictions and/or some investors not investing in or seeking to exit our funds.

Many of our fund investors and stockholders are focused on sustainability matters.

Certain fund investors consider our record against their expectations for responsible investing and other sustainability factors in determining whether to invest in our funds.

At times, certain fund investors have conditioned future capital commitments on taking or refraining from taking certain sustainability-related actions.

There also can be no assurance that we will be able to accomplish any announced future sustainability initiatives.

Further, as part of our responsible investing practices, we rely on the services and methodologies of Y Analytics, a TPG affiliate, and other third parties, any of which may not be successful.

More generally, our responsible investing practices may not meet the expectations of fund investors or stockholders.

There is so-called “anti-ESG” sentiment in the United States and elsewhere, with various jurisdictions having enacted or proposed “anti-ESG” policies, legislation or initiatives or made related legal determinations intended to address what they view as problematic practices.

These include, for example, (i) penalizing financial institutions that “boycott” or “discriminate against” companies in certain industries by prohibiting state entities from investing the state’s assets (including pension plan assets) through such institutions;

and (ii) investment prohibitions requiring that state entities or managers/administrators of state investments make investments based solely on pecuniary factors without consideration of ESG or sustainability factors.

Fund investors subject to such policies or legislation may view our funds or sustainability-related practices, including our climate-related impact strategies, as being in contradiction of applicable policies, legislation or legal interpretations.

Asset managers also have been subject to scrutiny on antitrust grounds related to participation in certain sustainability initiatives, including relating to climate matters.

Further, scrutiny of certain diversity, equity and inclusion practices has increased.

In addition, regulators in some jurisdictions have scrutinized sustainability-related disclosures by asset managers, often referred to as “greenwashing.” A regulator could take issue with our past or future sustainability disclosures.

They also could take issue with our other responsible investing practices.

More generally, sustainability regulation and enforcement in the jurisdictions applicable to us, our funds and their portfolio companies continue to evolve.

In some cases, regulatory changes or enforcement practices may increase our compliance costs or require us to change business practices.

We also may undertake voluntary reporting on various sustainability matters and related metrics.

The standards for tracking and reporting on sustainability-related matters continue to evolve.

As a result, we may make subsequent changes to or restate voluntary information previously reported.

Further, with respect to both voluntary and mandated sustainability-related disclosures, we may need to implement measurement processes and disclosure controls and procedures to meet evolving investor, regulatory or other stakeholder expectations, which we may not be able to do on a timely basis or at all.

The policies, legislation, initiatives, legal determinations, scrutiny or other matters discussed in the preceding paragraphs could result in increased compliance costs, litigation or enforcement actions, reputational harm, irreconcilable inconsistencies across jurisdictions and/or some investors not investing in or seeking to exit our funds, which could have a material adverse effect on our business, financial condition or results of operations.

Third-party investors in our funds have the right under certain circumstances to remove the general partner of the fund, terminate commitment periods or dissolve the funds, each of which could lead to a substantial decrease in our revenues.

If we, as the general partner, managing member or management company, or certain “key persons” engage in certain forms of misconduct, the governing agreements of our funds generally allow the investors of those funds to, among other things, remove the general partner, terminate the commitment period and/or dissolve the fund.

If we, as the general partner, managing member or management company, or certain “key persons” engage in certain forms of misconduct, the governing agreements of our funds generally allow the investors of those funds to, among other things, remove the general partner, withdraw their capital prior to expiration of the applicable lock-up date, suspend or terminate the commitment period and/or dissolve the fund (collectively, “termination events”).

Certain of those events may happen upon the affirmative vote of a specified percentage of limited partner interests entitled to vote, whereas others may happen automatically absent a limited partner vote to waive the event.

Moreover, if certain “key persons” fail to devote the requisite time and attention to managing the fund and/or the fund’s investments, the fund’s commitment period may be automatically suspended for a period of time, and, depending on the fund’s governing documents, may be terminated unless a majority in interest of the investors elect to continue the commitment period or an appropriate successor is approved by the fund’s advisory committee, and, in certain cases, the general partner may be removed.

In addition, our funds generally have the ability to terminate their agreements with the relevant management companies for any reason.

Our investment vehicles that are structured as “funds of one” or SMAs have a single investor or a few affiliated investors that typically have the right to terminate the investment period or cause a dissolution of the vehicle under certain circumstances.

Moreover, if certain “key persons” fail to devote the requisite time and attention to managing the fund, the fund’s commitment period will generally be automatically suspended for a period of time, typically 60 or 90 days, and, depending on the fund’s governing documents, may be terminated unless a majority in interest of the fund’s investors elect to continue the commitment period or an appropriate successor is approved by the fund’s advisory committee.

Our investment vehicles that are structured as “funds-of-one” or SMAs have a single investor or a few affiliated investors that typically have the right to terminate the investment period, withdraw their capital prior to expiration of the applicable lock-up date or cause a dissolution of the vehicle under certain circumstances.

While we believe that our investment professionals have appropriate incentives to remain in their respective positions based on equity ownership, profit participation and other contractual provisions, there can be no guarantee of the ongoing participation of our investment professionals in respect of our funds.

If a general partner is removed, we would no longer be involved in the management or control of the fund, and there could be no assurance regarding the fund’s ability to consummate investment opportunities and manage portfolio companies.

If a general partner and the management company are removed, we would no longer be involved in the management or control of the fund, and there could be no assurance regarding the fund’s ability to consummate investment opportunities and manage portfolio companies.

In addition, if a general partner is removed for certain bad acts, the amount of accrued performance allocations we would otherwise receive may significantly decrease.

Our funds often permit our funds’ investors to dissolve the fund prematurely upon the election of a specified percentage of investors, and the relevant threshold is increasingly a majority-in-interest of the fund’s investors.

In the event that a fund is dissolved prematurely, it may be required to dispose of its investments at a disadvantageous time or make in-kind distributions.

Although we periodically engage in discussions with fund investors and/or advisory committees of our funds regarding a waiver of such provisions or replacement of relevant key persons with respect to executives whose departures have occurred or are anticipated, such waiver or replacement is not guaranteed.

Although we periodically engage in discussions with fund investors and/or advisory committees of our funds regarding a waiver of such termination or “key person” event provisions or replacement of relevant key persons with respect to executives whose departures have occurred or are anticipated, such waiver or replacement is not guaranteed.

Such an event with respect to any of our funds would likely result in significant reputational damage to us and could negatively impact our future fundraising efforts, cause us to agree to less favorable terms with respect to the affected fund or have a material adverse effect on our results of operations, financial condition and cash flow.

If we are required to liquidate fund investments at a disadvantageous time as a result of dissolution, management fees and performance allocations would terminate, and we could ultimately realize lower-than-expected return on the investments and, perhaps, on the fund itself.

In addition, most of our funds provide for the termination of the fund’s the commitment period early upon the election of a specified percentage of investors, and if exercised the fund’s ability to consummate, manage and/or dispose of its investments or otherwise achieve its investment objectives is likely to be negatively affected, and would result in a reduction in the amount of management fees that we are entitled to receive.

Certain of our open-ended funds and perpetual capital vehicles, including our BDC, have established share redemption programs, which may contain restrictions that limit the amount of shares that may be redeemed or purchased in particular periods.

An increase in the number of investors requesting redemptions, or an increase in the amount of shares redeemed or purchased through such redemption programs, potentially in excess of established limits, could lead to a decline in the management fees and incentive fees we receive from these products.

The governing agreements of such open-ended funds and perpetual capital vehicles permit us in certain circumstances to prorate, limit or suspend redemptions for a period of time.

Any such proration, limitation or suspension may subject us to reputational harm, make such investment vehicles less attractive to investors in the future and deter future investment in these vehicles, all of which could have a material adverse effect on the revenues we derive from such vehicles.

Certain of our funds, such as our closed-end funds, often permit a fund’s investors to dissolve the fund prematurely upon the election of a specified percentage of investors, such as a majority-in-interest of the fund’s investors.

In the event that a fund is dissolved prematurely, it may be required to liquidate its investments at a disadvantageous time or make in-kind distributions to the fund’s investors.

If we are required to liquidate fund investments at a disadvantageous time as a result of dissolution, management fees and performance allocations could, in certain circumstances, terminate, and we could ultimately realize lower-than-expected return on the investments and, perhaps, on the fund itself.

In addition, most of our funds provide for the termination of the fund’s commitment period early upon the election of a specified percentage of investors, and if exercised the fund’s ability to consummate, manage and/or dispose of its investments or otherwise achieve its investment objectives is likely to be negatively affected, and would result in a reduction in the amount of management fees that we are entitled to receive.

We do not know whether, or under what circumstances, our funds’ investors are likely to exercise any such right.

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A change of control typically occurs if there is a transfer of more than 25% of the voting securities of an investment adviser or its parent.

There can be no assurance that a change of control will not occur and that we will obtain the consents required to assign our investment management agreements.

There can be no assurance that a change of control will not occur and, in the event that a change of control occurs, there can be no assurance that we will obtain the consents required to assign our investment management agreements.

See “—Risks Related to Our Organization Structure—A change of control of our company could result in an assignment of our investment advisory agreements.”

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We cannot predict when, or if, any realization of an investment will occur.

Generally, with respect to our private equity and credit distributions, although we recognize performance allocations on an

accrual basis, we receive performance allocation payments (i) from our historical TPG funds, only upon disposition of an investment by the relevant fund and (ii) from our TPG Angelo Gordon funds, only after the respective fund’s investors have received their capital contributions in the fund and certain preferred returns, in each case contributing to the volatility of our cash flow.

Generally, with respect to our private equity and credit distributions, although we recognize performance allocations on an accrual basis, we receive performance allocation payments (i) from our private equity and certain other funds, only upon disposition of an investment by the relevant fund and (ii) from our Credit and certain Real Estate funds, only after the respective fund’s investors have received their capital contributions in the fund and certain preferred returns, in each case contributing to the volatility of our cash flow.

If our funds were to have a realization event in a particular quarter or year, it may have a significant impact on our results for that particular quarter or year that may not be replicated in subsequent periods.

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During times when a significant portion of our AUM is attributable to funds that are not in the stage when they would realize investments, we may receive substantially lower distributions of performance allocations.

Our TPG Angelo Gordon funds employ a European waterfall, and as a result, the general partners of these funds do not receive performance allocations for an extended period of time, even if multiple realizations have occurred within the fund.

Relative to our historical TPG funds that generally receive performance allocations following each realization, performance allocations from our TPG Angelo Gordon funds are expected to come later in their life cycle and to consist of larger relative amounts, increasing the volatility of our cash flow.

Our Credit and certain Real Estate funds employ a European waterfall, and as a result, the general partners of these funds do not receive performance allocations for an extended period of time, even if multiple realizations have occurred within the fund.

Relative to our other funds that generally receive performance allocations following each realization, performance allocations from our Credit and certain Real Estate funds are expected to come later in their life cycle and to consist of larger relative amounts, increasing the volatility of our cash flow.

Our funds’ historical returns should not be considered as indicative of our or our funds’ future results or of any returns expected on an investment in our Class A common stock.

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In addition, investment opportunities may involve companies that have historical and/or unresolved regulatory-, tax-, fraud- or accounting-related investigations, audits or inquiries and/or have been subject to public accusations of improper behavior (including bribery and corruption).

Even specific, enhanced due diligence investigations with respect to such matters may not reveal or highlight all facts and circumstances that may be relevant to evaluating the investment opportunity and/or accurately identifying and assessing settlements, enforcement actions and judgments that could arise and have a material adverse effect on the portfolio company’s operations, financial condition, cash flow, reputation and prospects.

Even specific, enhanced due diligence investigations with respect to such matters may not reveal or highlight all facts and circumstances that may be relevant to evaluating the investment opportunity and/or accurately identifying and assessing settlements, enforcement actions and judgments that could arise and have a material adverse effect on the company’s operations, financial condition, cash flow, reputation and prospects.

Our due diligence investigations may not result in us making successful investments.

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Many of our funds invest in relatively high-risk, illiquid assets, and we may fail to realize any profits from these activities for a considerable period of time or lose some or all of the principal amount we invest.

Many of our funds invest in securities, including equity securities, that are not publicly traded.

In many cases, contracts we enter into or applicable securities laws prohibit our funds from selling such securities for a period of time.

Our funds will generally be unable to sell these securities publicly unless we register their sale under applicable securities laws

or we can rely on an available exemption, and in either case only at such times when we do not possess material non-public information.

Many of our funds invest in securities or other instruments that are not publicly traded.

In many cases, contracts we enter into or applicable securities laws prohibit our funds from selling such securities or instruments for a period of time.

Our funds will generally be unable to sell securities publicly unless we register their sale under applicable securities laws or we can rely on an available exemption, and in either case only at such times when we do not possess material non-public information.

Our funds’ ability to dispose of investments is heavily dependent on the capital markets.

For example, our ability to realize any value from an investment may depend upon our ability to complete an initial public offering.

For example, our ability to realize any value from an equity investment may depend upon our ability to complete an initial public offering.

However, even with publicly traded securities, we may only dispose of large holdings over a substantial length of time, exposing our investment returns to market risk during the intended disposition period.

Moreover, because the investment strategy of many of our funds often entails us serving on our funds’ public portfolio company boards, our funds may be restricted from selling during certain time periods.

Moreover, because the investment strategy of many of our private equity funds often entails us serving on our funds’ public portfolio company boards, our funds may be restricted from selling during certain time periods.

Accordingly, our funds may be forced, under certain conditions, to either sell securities at a loss or defer, potentially for a considerable period of time, sales that they had planned to make.

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Our funds invest in companies that are based outside of the United States, which may expose us to additional risks not typically associated with investing in companies that are based in the United States.

Many of our funds invest a significant portion of their assets in the equity or other securities of issuers located outside the United States, including (in order of concentration as of December 31, 2024) Europe, India, China, Australia, Singapore, Korea, and Malaysia.

Many of our funds invest a significant portion of their assets in the equity or other securities or instruments of companies located outside the United States, including (in order of concentration as of December 31, 2025) Europe, India, China, Australia, Singapore, Korea, and Malaysia.

Investments in non-U.S.

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Treasury Department’s Office of Foreign Assets Control (“OFAC”)) and the potential for the imposition of new or additional tariffs;

• political hostility to investments by foreign or private equity investors, including increased risk of government expropriation;

• political hostility to investments by foreign or private fund investors, including increased risk of government expropriation;

• reliance on a more limited number of commodity inputs, service providers and distribution mechanisms;

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In addition, restrictions on international trade or the recent or potential further imposition of tariffs may negatively impact investments in non-U.S.

See “—Ongoing trade negotiations and the potential for further regulatory reform in the United States and abroad may create regulatory uncertainty for us, our funds and our funds’ portfolio companies and our investment strategies and negatively impact the profitability of our funds and our funds’ portfolio companies.” For example, the tax authorities in certain countries, including certain EU member states, have sought to deny the benefits of income tax treaties or EU directives with respect to withholding taxes on interest and dividends and capital gains of non-resident entities.

See “—Ongoing trade negotiations and the potential for further regulatory reform in the United States and abroad may create regulatory uncertainty for us, our funds and our funds’ portfolio companies and our investment strategies and negatively impact the profitability of our funds and our funds’ portfolio companies.” For example, the tax and other authorities in certain countries, including certain EU member states and India, have sought to deny the benefits of income tax treaties or EU directives with respect to withholding taxes on interest and dividends and capital gains of non-resident entities.

These various proposals and initiatives could result in an increase in taxes and/or increased tax withholding with respect to our fund investors.

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Ongoing trade negotiations and the potential for further regulatory reform in the United States and abroad may create regulatory uncertainty for us, our funds and our funds’ portfolio companies and our investment strategies and negatively impact the profitability of our funds and our funds’ portfolio companies.

Since March 2018, the United States has imposed, or threatened to impose, a series of various tariffs and restrictions on a variety of goods imported into the United States, with an emphasis on those imported from China, the EU, Russia and Belarus.

For example, the United States denied the “most-favored nation” tariff treatment on products from Russia and Belarus and prohibited the importation of oil, gas and coal from Russia.

In recent years, the United States has altered its approach to international trade policy and, in some cases, renegotiated, or terminated, certain existing bilateral or multi-lateral trade agreements and treaties with foreign countries.

For example, the United States has imposed, or threatened to impose, a series of various tariffs and restrictions on a variety of goods imported into the United States, and, beginning in April 2025, the United States implemented significant new and expanded tariffs, including reciprocal tariffs, on such imported products, with an emphasis on China, Canada, Mexico and

These tariffs, or other changes in U.S.

trade policy, have resulted in, and may continue to trigger, retaliatory actions by affected countries, particularly China.

While the United States and China signed a preliminary trade deal in January 2020 halting further tariffs and increasing sales of U.S.

goods to China, the agreement leaves in place most tariffs on Chinese goods.

The United States has imposed economic sanction programs and export controls targeting Russia and Belarus.

In addition, the United States has imposed economic sanction programs and export controls targeting Russia and Belarus.

government has also implemented and expanded a number of economic sanctions programs and export controls that target Chinese entities and nationals on national security grounds and has imposed restrictions on the acquisition of interests in the securities of certain Chinese entities.

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government as Communist Chinese military companies.

Tensions globally remain elevated and the path of future trade policy and further permanent trade agreements with China are still unclear.

Tensions globally remain elevated and the path of future trade policy and further permanent trade agreements with China or the EU are still unclear.

Intensifying rivalries and conflicts in the Asia-Pacific, Middle East, Europe and globally have also created new complexities in the international business environment, including through the imposition of national security-motivated regulatory changes, and protectionist policies by certain countries.

A “trade war” or other governmental action related to tariffs or international trade agreements or policies has the potential to increase costs, decrease margins, reduce the competitiveness of products and services offered by current and future portfolio companies and negatively impact the revenues and profitability of companies whose businesses rely on goods imported from or exported to any country impacted by such policies.

Further escalation of the “trade war” or other governmental action related to tariffs or international trade agreements or policies has the potential to increase costs, decrease margins, reduce the competitiveness of products and services offered by current and future portfolio companies and negatively impact the revenues and profitability of companies whose businesses rely on goods imported from or exported to any country impacted by such policies.

In addition, tariff increases may negatively impact our suppliers and certain other customers of our funds’ portfolio companies, which could amplify the negative impact on our operating results or future cash flows.

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The Chinese government maintains a major role in setting economic policy, often making sudden changes to laws and regulations, including through the issuance of guidance or enforcement, possibly with retroactive effect.

For example, in 2021, the Chinese government changed policies regulating certain industries, including the education and technology sectors.

For example, in 2021, the Chinese government changed policies regulating certain industries, including the education and technology sectors, and in 2024, the Chinese government imposed strict export requirements on high-tech products, including semiconductors.

While our funds have limited exposure to companies in those industries, the Chinese government could at any time adopt similar measures with respect to any of the multiple sectors across which we invest.

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The industries in which our funds invest, and the material risks associated with these respective industries, include:

The Chinese government has enacted cybersecurity laws (including the Cyber Security Law, Data Security Law and Individual Information Protection Law, as well as relevant regulations implementing such laws), and the Chinese government may promulgate more detailed guidelines on data localization and data security compliance for firms that are currently, or plan to be, listed in foreign jurisdictions.

The Chinese government has enacted cybersecurity laws (including the Cyber Security Law, Data Security Law and Individual Information Protection Law, as well as relevant regulations implementing such laws such as the Regulations on the Administration of Cyber Data Security and the Provisions on Promoting and Regulating Cross-border Data Flows), and the Chinese government may promulgate more detailed guidelines on data localization, data processing, data cross-border transfer and data security compliance for firms that are currently, or plan to be, listed in foreign jurisdictions.

Such laws and guidelines may limit options for our funds’ exit from such firms.

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• Consumer Goods :

China has recently enforced stringent regulations (including the latest amendment to the Juvenile Protection Law, which came into effect on June 1, 2021) “to protect the physical and mental health of minors,” including significant limitations on the use of online gaming and private tutoring services for young adults and teenagers in China.

China has recently enforced stringent regulations (including the latest amendment to the Juvenile Protection Law, effective on April 26, 2024, and the enactment of the Regulations on the Juvenile Protection in Cyberspace, effective January 1, 2024) “to protect the physical and mental health of minors,” including significant limitations on the use of online gaming, private tutoring services and other internet platforms for young adults and teenagers in China, and require real-name registration and usage time limits for underage users.

These regulations could constrain the operation and profitability of firms in those industries, and therefore, negatively impact our funds’ investments in those sectors.

• Healthcare :

The Chinese government has been promoting volume-based purchasing of medicine and medical devices as a way to reduce medical costs for the public.

The Chinese government has been promoting volume-based purchasing of medicine and medical devices and strengthening anti-corruption oversight across the healthcare industry as ways to reduce medical costs for the public.

Any such reforms may adversely affect our funds’ investments in the Chinese healthcare sector.

• Artificial Intelligence (“AI”):

China has implemented stringent regulations (including the Interim Measures for the Administration of Generative Artificial Intelligence Services, effective August 15, 2023) to ensure content security and data privacy, including mandatory security assessments and algorithmic filings for AI providers.

These regulations could increase compliance burdens and restrict the growth of AI firms, and therefore may negatively affect our funds’ investments in the sector.

In addition, certain of our portfolio companies in China implement variable interest entity (“VIE”) structures.

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Our funds therefore do not directly hold equity interests in the Chinese operating company when a VIE structure is used.

Intervention by the Chinese government with respect to VIEs, including disallowing the structure altogether (as the media has reported, with the China Securities Regulatory Commission issuing a contradicting statement), could significantly affect the Chinese operating company’s performance and the enforceability of the VIE’s contractual arrangements with the Chinese company and result in a decline in the value of our funds’ investment.

With the implementation of the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies effective from 2023, companies with VIE structures generally must now complete filing procedures with the China Securities Regulatory Commission (“CSRC”) for their overseas listings.

While such a regulatory shift reflects the Chinese government’s recognition of VIE structures, it would also increase the regulatory burden, costs and complexity for such companies seeking access to international capital markets.

Furthermore, there is no assurance that the intervention by the Chinese government with respect to VIEs will not happen in the future, including disallowing the structure altogether, which could significantly affect the Chinese operating company’s performance and the enforceability of the VIE’s contractual arrangements with the Chinese company and result in a decline in the value of our funds’ investment.

Further, unlike in many other jurisdictions, the Chinese judiciary is not independent and may not be able to provide effective legal redress challenging Chinese authorities’ policy changes.

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The success of any hedging or other derivative transaction generally will depend on our ability to correctly predict market changes, the degree of correlation between price movements of a derivative instrument and the position being hedged, the creditworthiness of the counterparty and other factors.

As a result, while we may enter into such a transaction in order to reduce our exposure to market risks, the transaction may result in poorer overall investment performance than if it had not been executed.

As a result, while we may enter

into such a transaction in order to reduce our exposure to market risks, the transaction may result in poorer overall investment performance than if it had not been executed.

Such transactions may also limit the opportunity for gain if the value of a hedged position increases.

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Such a failure to accommodate growth, or an increase in costs related to such information systems and technology, could have a material adverse effect on our results of operations, financial condition and cash flow.

Our acquisition of Angelo Gordon on November 1, 2023 created risks involving the integration of our information technology environments and cybersecurity controls.

Our growth strategy is based, in part, on the selective development or acquisition of businesses complementary to our business.

Such acquisitions have created, as with our acquisitions of Angelo Gordon on November 1, 2023 and Peppertree on July 1, 2025, risks involving the integration of our information technology environments and cybersecurity controls.

These risks may arise from any system defects or vulnerabilities or difficulties or other breakdowns or disruptions in connection with the integration of our network environments and security controls.

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Outages of and interruptions to third-party software vendors’ services have previously resulted in temporary disruptions to our normal operations.

A disaster or more significant disruption in technology or infrastructure that supports our businesses, including a disruption involving electronic communications or other parts or services used by us, our vendors or third parties with whom we conduct business, including custodians, paying agents and escrow agents, or directly affecting our principal offices, could negatively impact our ability to continue to operate our business without interruption.

A disaster or more significant disruption in technology or infrastructure that supports our businesses, including a disruption involving electronic communications or other parts or services used by us, our vendors or third parties with whom we conduct business, including fund administrators, custodians, paying agents and escrow agents, or directly affecting our principal offices, could negatively impact our ability to continue to operate our business without interruption.

Our business continuation or disaster recovery programs may not be sufficient to mitigate the harm that could result from such a disaster or disruption, and insurance and other safeguards may only partially reimburse us for our losses, if at all.

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We are subject to various risks and costs associated with the collection, handling, storage and transmission of personally identifiable information and other sensitive information, including those related to compliance with U.S.

and foreign data collection and privacy laws and other contractual obligations, as well as those associated with the compromise of our systems processing such information.

In the ordinary course of our business, we collect and store a range of data, including our proprietary business information and intellectual property, and personally identifiable information of our employees, our fund investors and other third parties, in our cloud applications and on our networks, as well as our service providers’ systems.

and foreign data collection, privacy laws and other contractual obligations, as well as those associated with the compromise of the systems processing such information.

In the ordinary course of our business, we collect and store a range of data, including our proprietary business information and intellectual property, and personally identifiable information about our employees, our fund investors and other third parties, in our cloud applications and on our networks, as well as our service providers’ systems.

The secure processing, maintenance and transmission of this information are critical to our operations.

We, our service providers and their vendors face various security threats on a regular basis, including ongoing cybersecurity threats to and attacks on our and their information technology infrastructure that are intended to gain access to our proprietary information, destroy or modify data or disable, degrade or sabotage our systems.

We, our service providers and their vendors face various security threats on a regular basis, including ongoing cybersecurity threats to and attacks on our and their information technology infrastructure that are intended to gain access to our information, destroy or modify data or disable, degrade or sabotage our systems.

Cyber-incident techniques change frequently, may not immediately be recognized and can originate from a wide variety of sources.

There has been an increase in the frequency, sophistication and ingenuity of the data security threats we and our service providers face, with attacks ranging from those common to businesses generally to those that are more advanced and persistent.

Although we and our services providers take protective measures and endeavor to modify them as circumstances warrant, our computer systems, software and networks may be vulnerable to unauthorized access, theft, misuse, computer viruses or other malicious code, including malware, and other events that could have a security impact, and our ability to monitor our service providers’ information systems may be limited or more difficult because we may not have direct access.

Modifying or adjusting such protective measures may require increased allocation of Company resources.

Further, cyber-attacks and other security threats have become increasingly complex as a result of the emergence of new technologies, such as tools that harness generative AI and other machine learning techniques, which are able to identify and target new vulnerabilities in information technology systems.

As a result, we may face a heightened risk of a security breach or disruption with respect to confidential information resulting from an attack by computer hackers, foreign governments or cyber terrorists.

Our computer systems, software and networks may be vulnerable to unauthorized access, theft, misuse, computer viruses or other malicious code, including malware, and other events that could have a security impact, and our ability to monitor our service providers’ information systems may be limited or more difficult because we may not have direct access.

Modifying or adjusting such protective measures may require increased allocation of our resources.

We may be the target of more advanced and persistent attacks because, as an alternative asset manager, we hold a significant amount of confidential and sensitive information about, among other things, our fund investors, portfolio companies and potential investments.

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Any of the above cybersecurity threats, fraudulent activities or security breaches suffered by our service providers and their vendors could also put our confidential and sensitive information at risk or cause the shutdown of a service provider on which we rely.

We and our employees have been and expect to continue to be the target of fraudulent calls and emails, the subject of impersonations and fraudulent requests for money, including attempts to redirect material payment amounts in a transaction to a fraudulent bank account, and other forms of spam attacks, phishing or other social engineering, ransomware or other events.

Cyber-criminals may attempt to redirect payments made at the closings of our investments to unauthorized accounts, which we or our services providers we retain, such as paying agents and escrow agents, may be unable to detect or protect against.

The COVID-19 pandemic exacerbated these risks due to heavier reliance on online communication and the remote working environment, which may be less secure, and there has been a significant increase in malicious cyber activity involving

ransomware, extortion and business email compromise.

Cyber-criminals may attempt to redirect payments made at the closings of our investments to unauthorized accounts, which we or the services providers, such as paying agents and escrow agents, may be unable to detect or protect against.

In addition, some of our employees have fully-remote or hybrid work arrangements, which may increase our vulnerability to cyber and other information technology risks.

There has also been a significant increase in malicious cyber activity involving ransomware, extortion and business email compromise.

Ongoing global conflicts have likewise exacerbated these risks due to the scale of related offensive cyber-attacks that could directly, indirectly or inadvertently impact business far removed from the battlefield.

For example, U.S.

companies were harmed by NotPetya attacks in 2017, which were attributed to the Russian military in connection with Russia’s annexation of Crimea.

The costs related to cyber or other security threats or disruptions may not be fully insured or indemnified by others, including by our service providers.

If successful, such attacks and criminal activity could harm our reputation, disrupt our business, cause liability for stolen assets or information and have a material adverse effect on our results of operations, financial condition and cash flow.

We rely heavily on our back office informational technology infrastructure, including our data processing systems, communication lines and networks.

Although we have back-up systems and business-continuity plans in place, our back-up procedures and capabilities in the event of a failure or interruption may not be adequate.

Any interruption or failure of our informational technology infrastructure could result in our inability to provide services to our clients, other disruptions of our business, corruption or modifications to our data and fraudulent transfers or requests for transfers of money or the inability to demonstrate compliance with legal requirements.

Further consequences could include liability for stolen assets or information, increased cybersecurity protection, computer forensics expenses, insurance costs and litigation.

We expect that we will need to continue to upgrade and expand our back-up and procedures and capabilities in the future to avoid disruption of, or constraints on, our operations.

We rely heavily on our back office information technology infrastructure, including our data processing systems, communication lines and networks.

Our back-up procedures and capabilities in the event of a failure or interruption may not be adequate.

Further, we are dependent on third-party service providers, including fund administrators, among others, for hosting hardware, software and data processing systems that we do not control.

We also rely on third-party service providers for certain aspects of our businesses, including for certain information systems, technology and administration of our funds and compliance matters.

While we perform risk assessments on our third-party providers, our reliance on them and their potential reliance on other third-party service providers removes certain cybersecurity functions from outside of our immediate control, and cyber-attacks on our third-party service providers could adversely affect us, our business and our reputation.

Any interruption or failure of our or our service providers’ information technology infrastructure could result in our inability to provide services to our clients, other disruptions of our business, corruption or modifications to our data and fraudulent transfers or requests for transfers of money or the inability to demonstrate compliance with legal requirements.

Further consequences could include liability for stolen assets or information, increased cybersecurity

protection, computer forensics expenses, insurance costs and litigation.

We expect that we will need to continue to upgrade and expand our back-up procedures and capabilities in the future to avoid disruption of, or constraints on, our operations.

We may incur significant costs to further upgrade our data processing systems and other operating technology in the future.

New technologies also continue to develop, including tools that harness generative artificial intelligence and other machine learning techniques (collectively, “AI”).

New technologies also continue to develop, including AI.

AI is developing at a rapid pace and becoming more accessible.

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See “—Artificial intelligence and other machine learning techniques could increase competitive, operational, legal and regulatory risks to our businesses in ways that we cannot predict.”

Our technology, data and intellectual property and the technology, data and intellectual property of our funds’ portfolio companies are also subject to a heightened risk of theft or compromise to the extent that we and our funds’ portfolio companies engage in operations outside the United States, particularly in those jurisdictions that do not have comparable levels of protection of proprietary information and assets, such as intellectual property, trademarks, trade secrets, know-how and customer information and records.

Our technology, data and intellectual property and the technology, data and intellectual property of our funds’ portfolio companies are also subject to a heightened risk of theft or compromise to the extent that we or our funds’ portfolio companies engage in operations outside the United States, particularly in those jurisdictions that do not have comparable levels of protection of proprietary information and assets, such as intellectual property, trademarks, trade secrets, know-how and customer information and records.

In addition, we and our funds’ portfolio companies may be required to forgo protections or rights to technology, data and intellectual property in order to operate in or access markets in a foreign jurisdiction.

Any such direct or indirect loss of rights in these assets could negatively impact us, our funds and their investments.

A significant actual or potential theft, loss, corruption, exposure or fraudulent, unauthorized or accidental use or misuse of investor, employee or other personally identifiable or proprietary business data could occur, as a result of third-party actions, employee malfeasance or otherwise, non-compliance with our contractual or other legal obligations regarding such data or intellectual property or a violation of our privacy and security policies with respect to such data.

If such a theft, loss, corruption, use or misuse of data were to occur, it could result in significant remediation and other costs, fines, litigation and regulatory actions against us by (i) the U.S.

federal and state governments, (ii) the EU or other jurisdictions, (iii) various regulatory organizations or exchanges and (iv) affected individuals, as well as significant reputational harm.

A significant actual or potential theft, loss, corruption, exposure or fraudulent, unauthorized or accidental use or misuse of investor, employee or other personally identifiable or proprietary business data could occur, as a result of third-party actions, employee malfeasance or otherwise, non-compliance with our contractual or other legal obligations regarding such data or a violation of our privacy and security policies with respect to such data.

If such a theft, loss, corruption, exposure, use or misuse of data were to occur, it could result in significant remediation and other costs, fines and litigation and regulatory actions against us by (i) the U.S.

federal and state governments, (ii) the EU, U.K.

or other jurisdictions, (iii) various regulatory organizations or exchanges and (iv) affected individuals, as well as significant reputational harm.

Cybersecurity has become a top priority for regulators in the United States and around the world, and cybersecurity laws and regulations are developing rapidly.

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The SEC has also adopted changes to Regulation S‐P, which requires, among other things, that investment companies, broker‐dealers and SEC‐registered investment advisers notify affected individuals of a breach involving their personal financial information within 30 days of becoming aware that it occurred.

Many jurisdictions in which we operate have laws and regulations relating to data privacy, cybersecurity and protection of personal information and other sensitive information, including, without limitation the General Data Protection Regulation (Regulation (EU) 2016/679) (the “GDPR”) in the EU and the Data Protection Act 2018 in the U.K.

Many jurisdictions in which we operate have laws and regulations relating to data privacy, cybersecurity and protection of personal information and other sensitive information, including, without limitation, the General Data Protection Regulation (Regulation (EU) 2016/679) (the “GDPR”) in the EU and the U.K.

GDPR and Data Protection Act 2018 in the U.K.

Data Protection Act”), comprehensive U.S.

state privacy laws enacted in California, Texas and other states as well as laws in Australia, Cayman Islands, Hong Kong, India, Korea, Japan, Dubai, Abu Dhabi and Singapore.

China and other countries have also passed cybersecurity laws that may impose data sovereignty restrictions and require the localization of certain information.

We believe that additional similar laws will be adopted in these and other jurisdictions in the future, further expanding the regulation of data privacy and cybersecurity.

Such laws and regulations strengthen the rights of individuals (data subjects), mandate stricter controls over the processing of personal

data by both controllers and processors of personal data and impose stricter sanctions with substantial administrative fines and potential claims for damages from data subjects for breach of their rights, among other requirements.

Some jurisdictions in which we operate, including China, have also passed cybersecurity laws that impose data sovereignty restrictions and require the localization of certain information within the jurisdiction.

We believe that additional similar laws will be adopted in other jurisdictions in the future, further expanding the regulation of data privacy and cybersecurity.

Such laws and regulations strengthen the rights of individual data subjects, mandate stricter controls over the processing of personal data by both controllers and processors of personal data and impose stricter sanctions with substantial administrative fines and potential claims for damages from data subjects for breach of their rights, among other requirements.

Some jurisdictions, including each of the U.S.

federal laws, as well as the EU through the GDPR and the U.K.

federal laws, the EU through the GDPR and the U.K.

through the U.K.

Data Protection Act, have also enacted laws requiring companies to notify individuals of data security breaches involving certain types of personal data, which would require heightened escalation and notification processes with associated response plans.

Data Protection Act, have also enacted laws requiring companies to notify individuals and data protection regulators of data security breaches involving certain types of personally identifiable information, which creates regulatory complexity and requires heightened internal processes and incident response planning.

We devote resources to and monitor and enhance our information security and data privacy procedures and controls in an effort to comply with evolving cybersecurity and data privacy regulation.

We or our fund’s portfolio companies may incur substantial costs to comply with changes in such laws and regulations and may be unable to adapt to such changes in the necessary timeframe and/or at reasonable cost.

We or our funds’ portfolio companies may incur substantial costs to comply with changes in such laws and regulations and may be unable to adapt to such changes in the necessary timeframe and/or at reasonable cost.

Furthermore, if we fail to comply with the applicable laws and regulations, it could result in regulatory investigations and penalties, which could lead to negative publicity and may cause our fund investors and clients to lose confidence in the effectiveness of our security and privacy measures.

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There is substantial uncertainty about the extent to which AI will result in dramatic changes throughout the world, and we may not be able to anticipate, prevent, mitigate or remediate all of the potential risks, challenges or impacts of such changes.

These changes could potentially disrupt, among other things, our business models, investment strategies, operational processes and our ability to identify and hire employees.

These changes could potentially disrupt, among other things, our business models, the investments our funds make, investment strategies, operational processes and our ability to identify and hire employees.

Some of our competitors may be more successful than us in the development and implementation of new technologies, including services and platforms based on AI, to address investor demands or improve operations.

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Our personnel or the personnel of our service providers could, without being known to us, improperly utilize AI and machine learning-technology while carrying out their responsibilities.

This could reduce the effectiveness of AI technologies and adversely impact us and our operations to the extent that we rely on the AI’s work product.

This could reduce the effectiveness of AI technologies and adversely impact us and our operations to the extent that we rely on work product created by AI with or without human intervention or involvement.

There is also a risk that AI may be misused or misappropriated by our employees or third parties we engage.

For example, a user may input confidential information, including material non-public information or personally identifiable information, into AI applications, resulting in the information becoming a part of a dataset that is accessible by third-party technology applications and users, including our competitors.

For example, a user may input confidential information, including material non-public information or personally identifiable information, into unauthorized AI applications, resulting in the information becoming a part of a dataset that is accessible by third-party technology applications and users, including our competitors.

Further, we may not be able to control how third-party AI that we choose to use is developed or maintained, or how data we input is used or disclosed, even where we have sought contractual protections with respect to these matters.

See “—We and our funds are subject to risks in using third-party service providers, including custodians, administrators, executing brokers, prime brokers and other agents.” The misuse or misappropriation of our data could have an adverse impact on our reputation and could subject us to legal and regulatory investigations or actions or create competitive risk.

See “—We and our funds are subject to risks in using third-party service providers, including administrators, custodians, executing brokers, prime brokers and other agents.” The misuse or misappropriation of our data could have an adverse impact on our reputation and could subject us to legal and regulatory investigations or actions or create competitive risk.

In addition, the use of AI by us or others may require compliance with legal or regulatory frameworks that are not fully developed or tested, and we may face litigation and regulatory actions related to our use of AI.

There has been increased scrutiny, including from global regulators, regarding the use of “big data,” diligence of data sets and oversight of data vendors.

There has been increased scrutiny, including from global regulators, regarding the use of data, diligence of data sets and oversight of data vendors.

Our ability to use data to gain insights into and manage our business may be limited in the future by regulatory scrutiny and legal developments.

See “— Failure to maintain the security of our information and technology networks or data security breaches could harm our reputation and have a material adverse effect on our results of operations, financial condition and cash flow.”

We and our funds are subject to risks in using third-party service providers, including custodians, administrators, executing brokers, prime brokers and other agents.

We and many of our funds depend on the services of custodians, administrators, prime brokers and other agents and third-party service providers to carry out certain securities transactions and other business functions.

We and our funds are subject to risks in using third-party service providers, including administrators, custodians, executing brokers, prime brokers and other agents.

We and many of our funds depend on the services of administrators, custodians, prime brokers and other agents and third-party service providers to carry out certain securities transactions and other business functions.

Errors and mistakes made by these third parties may be attributed to us and subject us or our fund investors to reputational damage, penalties or losses.

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Our funds generally are not restricted from dealing with any particular counterparty or from concentrating any or all of their transactions with one counterparty.

In particular, our public equity funds utilize prime brokerage arrangements with a relatively limited number of counterparties, which has the effect of concentrating the transaction volume (and related counterparty default risk) of these funds with these counterparties.

Our activities and the business activities of certain of our personnel may give rise to conflicts of interest with our funds, and our failure to deal appropriately with conflicts of interest could damage our reputation and negatively impact our business.

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The following discussion describes certain of these actual, potential or apparent conflicts of interest and how we intend to manage them.

If we are unable to successfully manage conflicts of interest relating to our funds’ investment activities, fund investors may decrease their commitments to future funds, we could be subject to lawsuits or regulatory enforcement actions or we could face other adverse consequences and reputational harm, all of which could cause our and our funds’ performance to suffer and thus adversely affect our results of operations, financial condition and cash flow.

If we are unable to successfully manage conflicts of interest relating to our funds’ investment activities, fund investors may decrease their commitments to future funds or redeem their investments in certain of our funds, including our open-ended funds and perpetual capital vehicles, we could be subject to lawsuits or regulatory enforcement actions or we could face other adverse consequences and reputational harm, all of which could cause our and our funds’ performance to suffer and thus adversely affect our results of operations, financial condition and cash flow.

The following summary is not intended to be an exhaustive list of all actual, potential or apparent conflicts or their potential consequences.

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We expect our allocation principles, and procedures more generally, to change over time, including during the commitment periods of our funds.

The application of our allocation principles is a fact-intensive exercise.

The application of our allocation principles is a fact-intensive exercise, and in some cases, one single factor may outweigh the other considerations.

While we base our allocation decisions on the information available to us at the time, this information could prove, in retrospect, to be incomplete or otherwise flawed.

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Specifically, because our funds have different fee, expense and profit-sharing structures, we have an incentive to allocate an investment opportunity to the fund that would generate higher management fees or performance allocations.

In addition, our professionals will generally participate indirectly in investments made by the funds in which they invest.

In addition, our professionals will generally participate indirectly in investments made by the funds in which they invest as a result of commitments to upper-tier entities.

We do not explicitly take such considerations into account in making allocation decisions and expect that our procedures and principles will help mitigate the risk that these incentives implicitly influence our allocation decisions.

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As with our other allocation decisions, our allocation procedures and principles are designed to help mitigate the risk that financial incentives implicitly influence the allocation of broken deal fees and expenses.

From time to time, we will have the option to offer fund investors, senior advisors or other third parties (including TPG-affiliated entities and investors in other funds) the opportunity to invest alongside our funds, or “co-invest,” in an investment a fund is making either directly or through a TPG-controlled vehicle established to invest in one or more co-investment opportunities.

Many of our fund documents give us the flexibility to offer fund investors, senior advisors or other third parties (including TPG, TPG-affiliated entities and investors in other funds) the opportunity to invest alongside our funds, or “co-invest,” in an investment a fund is making either directly or through a TPG-controlled vehicle established to invest in one or more co-investment opportunities.

Our fund documents typically do not mandate specific allocations with respect to co-investments.

Our funds’ investment advisers may have an incentive to provide potential co-investment opportunities to certain investors in lieu of others and/or in lieu of an allocation to our funds (including, for example, as part of an investor’s overall strategic relationship with us) if such allocations are expected to generate relatively greater fees or performance allocations than would arise if such co-investment opportunities were allocated otherwise.

Our funds’ investment advisers have an incentive to provide potential co-investment opportunities to certain investors or to certain funds, such as our perpetual capital vehicles, in lieu of others and/or in lieu of an allocation to our funds (including, for example, as part of an investor’s overall strategic relationship with us) if such allocations are expected to generate relatively greater fees or performance allocations than would arise if such co-investment opportunities were allocated otherwise.

Shared investments.

We expect more than one of our funds to make investments in the same portfolio company from time to time.

In many such cases, the funds will co-invest in lockstep, with both funds making and exiting the shared investment at the same time and on substantially the same terms.

We expect more than one of our funds to make investments in the same portfolio company in many cases.

In such cases, the funds will often co-invest in lockstep, with both funds making and exiting the shared investment at the same time and on substantially the same terms.

In some situations, however, the funds will have different entry and/or exit timing in the same portfolio company, acquire the same or different security or extend credit on different terms or acquire, originate or otherwise make investments in different parts of a portfolio company’s capital structure.

these cases, each fund’s views of the investment and its interests may diverge.

See “—Investing throughout the corporate capital structure” below.

In these cases, each fund’s views of the investment and its interests may diverge.

This could cause one fund to dispose of, increase its exposure to or continue to hold the investment at a time when the other fund has taken a different approach.

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For instance, a sale by a fund of its investment below “par” could put downward pressure on the value of the remaining fund’s interest.

Additionally, in certain circumstances, our investment professionals overseeing an investment for one fund may be unaware, as a result of information barriers, of another’s fund investment in the same portfolio company.

Additionally, in certain circumstances, our investment professionals overseeing an investment for one fund may be, as a result of information barriers, unaware of, or otherwise prohibited from acting on or disclosing, information obtained while dealing with another’s fund investment in the same portfolio company, even though such action or disclosure could be in a fund’s, or our, interests (e.g., when a TPG fund holds an interest in a

portfolio investment that goes into bankruptcy or reorganization, becomes insolvent or otherwise experiences financial distress or is unable to meet its payment obligations).

See “—Information barriers” below.

Investing throughout the corporate capital structure.

Our funds invest in a broad range of asset classes throughout the corporate capital structure, including preferred equity securities, common equity securities, loans and debt securities;

and certain of our funds also engage in short selling.

Our funds invest in a broad range of asset classes throughout the corporate capital structure, including loans and debt securities, preferred equity securities and common equity securities.

In certain cases, we may manage separate funds that invest in different parts of the same company’s capital structure or one fund may lend to a company in which another fund holds an equity stake.

Similarly, one fund may hold a “long” position in a company in which another fund holds a “short” position.

As our number and range of products grows, the frequency of such conflicts may increase.

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In those cases, the interests of our funds may not be aligned, which could create actual or potential conflicts of interest or the appearance of such conflicts.

In addition, when such conflicts of interest arise between the holders of different types of investments as to what actions the relevant investment should take, the ability of the general partner to take actions in the best interest of the relevant fund may be impaired.

We may also invest in portfolio investments of our funds, including on a temporary basis while warehousing investments on behalf of a fund or on a permanent basis (e.g., in connection with an establishment of a specific business).

Such activities may result in actual or perceived conflicts of interest, including on a more pronounced basis in light of us being invested in a different level of the capital structure of an investment as compared to a fund.

We will at times take steps to reduce potential conflicts of interest, including by causing a fund to take certain actions that, in the absence of such conflict, it would not take (or abstain from taking certain actions it would otherwise take).

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Competition and conflicts among TPG businesses.

Given the breadth of our portfolio across platforms, our funds may invest in a competitor or customer of, or service provider or supplier to, a portfolio company of another fund, which could give rise to a variety of conflicts of interest.

Given the breadth of our portfolio across platforms, our funds often invest in a competitor or customer of, or service provider or supplier to, a portfolio company of another fund, which could give rise to a variety of conflicts of interest.

For example, a fund or its portfolio company may take actions for commercial reasons that have adverse consequences for another fund or its portfolio company, such as seeking to increase its market share at the portfolio company’s expense (as a competitor), withdrawing business from the portfolio company in favor of a competitor that offers the same product or service at a more competitive price (as a customer), increasing prices in lockstep with other enterprises in the industry (as a supplier) or commencing litigation against the fund portfolio company (in any capacity).

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Our funds, investment platforms and people regularly obtain non-public information regarding target companies and other investment opportunities.

Prior to our acquisition of TPG Angelo Gordon, we did not maintain permanent information barriers among our businesses.

Following the acquisition, we have created an information barrier between our historical TPG business and TPG Angelo Gordon.

Prior to our acquisition of Angelo Gordon, we did not maintain permanent information barriers among our businesses.

Following the acquisition, we have created an information barrier between our historical TPG business and the Credit platform and certain Real Estate products.

For more information, see “—Information barriers” below.

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Inadvertent trading on material non-public information could negatively impact our reputation, result in the imposition of regulatory or financial sanctions and, consequently, negatively impact our ability to provide investment management services to our funds and clients.

These risks are heightened by the existence of our “inside-the-wall” public equity funds, and the public equity funds are subject to a broad restricted securities list, which may limit its investment opportunities.

In limited circumstances, we erect temporary information barriers to restrict the transfer of non-public information, which limit our funds’ abilities to benefit from TPG expertise and could be breached, resulting in the same restrictions on their investment activities.

In limited circumstances, we may erect temporary information barriers to restrict the transfer of non-public information, which limit our funds’ abilities to benefit from our expertise and could be breached, resulting in the same restrictions on their investment activities.

Information barriers .

While we generally allow for information to flow freely among many of our investment platforms, we place certain businesses behind information barriers.

Currently, for example, TPG Angelo Gordon and its affiliated entities are on the other side of an information barrier from the rest of our investment platforms.

Currently, for example, the Credit platform and certain Real Estate products are on the other side of an information barrier from the rest of our investment platforms.

While information barriers are designed to restrict the flow of information between certain businesses, such barriers may be breached, inadvertently or otherwise, including with respect to information regarding certain investment opportunities, deal pipelines and strategy, which could result in greater restrictions to our funds’ investment activities.

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In general, we have an incentive to retain, or to exercise our control or influence over a portfolio company’s management team or other participant so that it retains, TPG Capital BD (or a related entity) or otherwise transacts with TPG Capital BD instead of other unaffiliated broker-dealers or counterparties.

For instance, TPG Capital BD (or a related entity) could take the place of another investment bank in the syndicate underwriting a securities offering or debt placement or act as the sole or lead financial institution on a transaction instead of a third-party bank.

For instance, TPG Capital BD (or a related entity) could take the place of an investment bank in a syndicate underwriting a securities offering or debt placement or act as the sole or lead financial institution on a transaction instead of a third-party bank.

When involved in a particular transaction, TPG Capital BD (or a related entity) has the incentive to seek higher fees or other favorable terms from a fund, the portfolio company or other counterparties, as well as to structure a transaction so that it benefits certain fund investors or other third parties that are of strategic importance.

For example, TPG Capital BD (or a related entity) could influence the placement of portfolio company securities or debt instruments so that investors who are sizeable investors in multiple of our funds or who pay TPG Capital BD (or a related entity) a placement fee receive an allocation ahead of others.

For example, TPG Capital BD (or a related entity) could influence the placement of a portfolio company’s securities or debt instruments so that investors who are sizeable investors in multiple of our funds or who pay TPG Capital BD (or a related entity) a placement fee receive an allocation ahead of others.

TPG Capital BD (or a related entity) could likewise place such securities or instruments with another fund or vehicle (and receive compensation for such placement), which would give rise to similar and additional conflicts.

Similarly, we could place with a fund (and receive compensation for such placement) securities or instruments related to a portfolio company of one or more other funds.

To the extent that our capital markets personnel face competing demands for their time and attention, we have an incentive to devote our limited capital markets resources to portfolio companies and transactions that would generate the highest fee for TPG Capital BD (or related entities).

To the extent that our capital markets professionals face competing demands for their time and attention, we have an incentive to devote our limited capital markets resources to portfolio companies and transactions that would generate the highest fee for TPG Capital BD (or related entities).

Our employees who provide capital markets services are under no obligation to prioritize the interests of a fund or its investors in determining how to allocate their time across various projects within our firm.

Potential conflicts of interest in connection with co-investments between our private funds and our Registered Closed-End Management Investment Companies .

The registered closed-ended management investment companies we manage are permitted to co-invest in portfolio companies with each other and with affiliated investment funds pursuant to an SEC Order (the “Co-Investment Exemptive Order”).

The registered closed-end management investment companies we manage are permitted to co-invest in portfolio companies with each other and with affiliated investment funds pursuant to an SEC Order (the “Co-Investment Exemptive Order”).

The different investment objectives or terms of such funds may result in a potential conflict of interest, including in connection with the allocation of investments between the funds made pursuant to the Co-Investment Exemptive Order.

Investing pursuant to the Co-Investment Exemptive Order may limit the ability of our funds to make certain investments, or take actions with respect to particular investments, they otherwise may have made, and subjects us to additional compliance and regulatory risk.

In addition, conflicts of interest may exist in the valuation of our investments and regarding decisions about the allocation of specific investment opportunities among us and our funds and the allocation of fees and costs among us, our funds and their portfolio companies.

Potential performance allocation-related conflicts.

Since the amount of performance allocations allocable to our funds’ general partners depends on the funds’ performance, we have an incentive to recommend and, as the general partner, cause our funds to make more speculative investments than they would otherwise make in the absence of such performance-based allocation.

We may also have an incentive to cause a fund, as its general partner, to dispose of investments at a time and in a sequence that would generate the most performance allocations, even if it would not be in the fund’s interest to dispose of the investments in that manner.

Further, capital gain in respect of a general partner’s distributions of performance allocations from certain of our funds is treated as short-term capital gain unless the fund holds

the relevant investment for more than three years, as opposed to the general rule that capital gain from the disposition of investments held for more than one year is treated as long-term capital gain.

Since the amount of performance allocations allocable to our funds’ general partners depends on such fund’s performance, we have an incentive to recommend and, as the general partner, cause our funds to make more speculative investments than they would otherwise make in the absence of such performance allocation.

to dispose of the investments in that manner.

Further, capital gain in respect of a general partner’s distributions of performance allocations from certain of our funds is treated as short-term capital gain unless the fund holds the relevant investment for more than three years, as opposed to the general rule that capital gain from the disposition of investments held for more than one year is treated as long-term capital gain.

This creates an incentive to cause the fund to hold investments for longer periods in order for any gain from their dispositions to qualify for capital gain treatment under the performance allocation rules, even if it would be in the fund’s interest to hold the investments for shorter periods.

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Further, because Tarrant Remain Co I, L.P., Tarrant Remain Co II, L.P., and Tarrant Remain Co III, L.P.

(collectively with Tarrant Remain Co GP, LLC, “RemainCo”) are entitled to a portion of our funds’ performance allocations, we, in certain circumstances, will have less of an interest in such performance allocations than our investment professionals who also hold equity interests in RemainCo.

are entitled to a portion of our funds’ performance allocations, we, in certain circumstances, will have less of an interest in such performance allocations than our investment professionals who also hold equity interests in RemainCo.

Similarly, because our senior leadership team holds equity interests in RemainCo, they may have an incentive to recommend that we allocate investments to certain funds or create new funds in which RemainCo holds a higher share percentage of performance allocations, which may be contrary to our interests.

See also “—Risks Related to Our Organizational Structure—The historical and pro forma financial information and related notes in this report may not permit you to assess our future performance”.

Use of subscription line facilities by our funds.

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The following discussion describes certain of these actual, potential or apparent conflicts of interest and how we intend to manage them.

If we are unable to successfully manage conflicts of interest relating to arrangements with our partners, directors, senior advisors, professionals or business partners, fund investors may decrease

their commitments to future funds, we could be subject to lawsuits or regulatory enforcement actions or we could face other adverse consequences and reputational harm, all of which could cause our and our funds’ performance to suffer and thus adversely affect our results of operations, financial condition and cash flow.

If we are unable to successfully manage conflicts of interest relating to arrangements with our partners, directors, senior advisors, professionals or business partners, fund investors may decrease their commitments to future funds, we could be subject to lawsuits or regulatory enforcement actions or we could face

other adverse consequences and reputational harm, all of which could cause our and our funds’ performance to suffer and thus adversely affect our results of operations, financial condition and cash flow.

The following summary is not intended to be an exhaustive list of all conflicts or their potential consequences.

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Federal Trade Commission (“FTC”) issued a final rule that generally prohibits post-employment non-compete clauses (or other clauses with comparable effect) in agreements between employers and their employees.

Legal challenges to the FTC’s non-compete rule were successful at the trial court level, and the rule did not become effective in September 2024 as originally contemplated.

The FTC has appealed to the Fifth Circuit Court of Appeals and a decision is expected sometime in 2025.

If the trial court’s decision is reversed and the FTC’s rule is allowed to become effective, it will impact our ability to enforce such non-competition agreements with our employees.

Further, in 2023, legislation that would ban post‐employment non‐competition agreements was introduced in New York, but subsequently vetoed by the Governor.

Similar legislation is likely to be reintroduced in the future and, if enacted, would likely prohibit some or all post‐employment non‐competition provisions in employment agreements.

Although legal challenges to the FTC’s non-compete rule were successful at the trial court level and the FTC has abandoned its efforts to enforce a blanket federal ban, its recent enforcement actions and announced initiatives indicate the FTC will continue targeted enforcement against overly broad non-compete clauses and related market restraints.

Further, in 2023, legislation that would ban post‐employment non‐compete agreements was introduced in New York, but subsequently vetoed by the Governor.

Similar legislation is likely to be reintroduced in the future and, if enacted, would likely prohibit some or all post‐employment non‐compete provisions in employment agreements.

In recent years, several states enacted legislation impacting non-compete enforceability, including complete bans of non-competes as well as industry-specific legislation.

Several other states have proposed similar legislation that is currently pending.

Such legislation could impact our ability to enforce such non-compete agreements with our employees.

We may also face costly litigation if we seek to enforce these types of agreements.

Our code of conduct and ethics contains a conflicts of interest policy that provides that directors and officers must strive to identify and avoid conflicts of interest with the Company.

Our code of conduct and ethics contains a conflicts of interest policy that provides that directors and officers must strive to identify and avoid conflicts of interest with us.

Additionally, our related person transactions policy requires the review and approval by one or more committees of our board of directors, excluding any directors who may have an interest or involvement, of certain transactions involving us and our directors, executive officers, 5% or greater stockholders and other related persons as defined under the policy.

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Professionals engaged as consultants may become employees, and likewise employees may become consultants.

Our determination of whether to engage a professional as an employee or a consultant can give rise to conflicts of interest because, in general, except with respect to certain in-house, foreign office and specialized operational services provided to certain funds, we bear the compensation costs for our employees whereas compensation costs for consultants could be paid by us, a fund or a

portfolio company, as described above.

Our determination of whether to engage a professional as an employee or a consultant can give rise to conflicts of interest because, in general,

except with respect to certain in-house, foreign office and specialized operational services provided to certain funds, we bear the compensation costs for our employees whereas compensation costs for consultants could be paid by us, a fund or a portfolio company, as described above.

Where an operations professional performs specialized operational services for a fund or portfolio companies, we are often reimbursed for the costs of those services, regardless of whether the professional providing the service is our employee or a consultant.

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Certain of our funds employ special situation and distressed debt investment strategies that involve significant risks.

Certain of our investment funds, in particular certain of our credit funds, invest in companies with weak financial conditions, poor operating results, substantial financial needs, negative net worth, special competitive problems or securities that are illiquid, distressed or have other high-risk features, including business entities involved in bankruptcy or other reorganization and liquidation proceedings.

In these situations, it may be difficult to obtain full information as to the exact financial and operating conditions of these companies.

Additionally, the fair values of these investments are subject to abrupt and erratic market movements and significant price volatility if they are publicly traded securities, and are subject to significant uncertainty in general if they are not publicly traded securities.

Furthermore, some of our funds’ distressed investments may not be widely traded or may have no recognized market.

A fund’s exposure to such investments may be substantial in relation to the market for those investments, and the assets are likely to be illiquid and difficult to sell or transfer.

As a result, it may take a number of years for the market value of such investments to ultimately reflect their intrinsic value as perceived by us.

A central feature of our distressed investment strategy is our ability to effectively anticipate the occurrence of certain corporate events, such as debt and/or equity offerings, restructurings, reorganizations, mergers, takeover offers and other transactions, that we believe will improve the condition of the business.

Similarly, we perform significant analysis of the company’s capital structure, operations, industry and ability to generate income, as well as market valuation of the company and its debt, and develop a strategy with respect to a particular distressed investment based on such analysis.

Certain of our investment funds, in particular certain of our credit funds, invest in companies with weak financial conditions, poor operating results, substantial financial needs, negative net worth, special competitive problems and/or securities that are illiquid, distressed or have other high-risk features, including business entities contemplating or involved

in bankruptcy or other reorganization and liquidation proceedings.

Some of these investments are bespoke instruments designed to assist these entities in avoiding bankruptcy or to facilitate out-of-court restructurings and thus may not be widely traded or have any recognized or observable market value.

In any of these situations, it may be difficult to obtain complete, accurate information as to the exact financial and operating conditions of these companies, increasing the risks associated with such investments.

Additionally, the fair values of these investments are subject to unanticipated, abrupt and erratic changes and market movements, and may be susceptible to significant price volatility if they are publicly traded securities and to significant uncertainty in general if they are not publicly traded securities.

A fund’s exposure to any such investment may be substantial in relation to the relevant market for the investment, and therefore the assets are likely to be illiquid and difficult to sell or transfer.

In addition, it is possible the market may never reflect what our funds believe to be the intrinsic value of an investment, or take a substantial period of time to do so, further complicating the ability to exit the investment.

A central feature of our funds’ investment strategy is our ability to effectively anticipate the occurrence of certain corporate events, such as debt and/or equity offerings, restructurings, reorganizations, mergers, takeover offers and other transactions, that we believe will improve the condition of the business.

Similarly, we perform significant analysis of a target’s capital structure, operations, industry and ability to generate income, as well as market valuation of the target and its debt, and develop a strategy with respect to a particular investment based on such analysis.

In furtherance of that strategy our funds seek to identify the best position in the capital structure in which to invest.

If the relevant corporate event that we anticipate is delayed, changed or never completed, or if our analysis or investment strategy is inaccurate, the market price and value of the applicable fund’s investment could decline sharply.

In addition, these investments could subject a fund to certain potential additional liabilities that may exceed the value of its original investment.

Under certain circumstances, payments or distributions on certain investments may be reclaimed if later determined to have been a fraudulent conveyance, a preferential payment or similar transaction under applicable bankruptcy and insolvency laws.

In addition, under certain circumstances, a lender that has inappropriately exercised control of the management and policies of a debtor may have its claims subordinated or disallowed, or may be found liable for damages suffered by parties as a result of such actions.

In the case where we invest in the securities of a troubled company in connection with an attempt to influence a restructuring proposal or plan of reorganization in bankruptcy, our funds may become involved in substantial litigation.

The success of any investment strategy will turn on, among other factors, whether the actual form, timing and outcome of a corporate event deviates from our expectations, or whether our analysis of a target or development of an investment strategy proves to be inaccurate.

Such deviations or inaccuracies could result in a sharp decline in the market price and value of the applicable fund’s investment.

In addition, these investments could subject a fund to certain potential liabilities that may exceed the value of its original investment.

Under certain circumstances, payments or distributions received by a fund on certain investments may be subject to disgorgement if later determined to have been a fraudulent conveyance, a preferential payment or a similar transaction subject to revocation or rescission under applicable bankruptcy and insolvency laws.

In addition, under certain circumstances, a lender that has inappropriately exercised control of the management and policies of a bankruptcy debtor may have its claims as a creditor subordinated or disallowed and may also be subject to claims brought by or on behalf of the debtor, other creditors or third parties for damages allegedly suffered as a result of the lender having exercised such control.

In any case where we invest in the securities of a troubled company in conjunction with an attempt to influence a restructuring proposal or plan of reorganization in bankruptcy, our funds may become involved in substantial litigation, resulting in the incurrence of legal fees and expenses and the funds’ exposure to potential liability.

Our real estate funds’ portfolio investments are subject to the risks inherent in the ownership and operation of real estate and real estate-related businesses and assets.

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• changes in demand for commercial office properties;

• changes in geographic markets, macroeconomic conditions, including volatile debt and equity markets and fluctuations in interest and foreign exchange, and evolving political and legislative oversight of real estate markets;

• changes in geographic markets, macroeconomic conditions, including volatile debt and equity markets, fluctuations in interest and foreign exchange rates and uncertain trade relations due to tariffs or otherwise, and evolving political and legislative oversight of real estate markets;

• casualty or condemnation losses;

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Our real estate funds’ portfolio investments will be subject to various risks that cause fluctuations in occupancy, rental rates, operating income and expenses or that render the sale or financing of the funds’ portfolio investment properties difficult or unattractive.

For example, following the termination or expiration of a tenant’s lease, there could be a period of time before a funds’ portfolio investment will begin receiving rental payments under a replacement lease.

During that period, the portfolio investments (and indirectly, the funds) will continue to bear fixed expenses such as interest, real estate taxes, maintenance and other operating expenses.

In addition, declining economic conditions could impair the portfolio investments’ ability to attract replacement tenants and achieve rental rates at or above those paid under previous leases.

For example, following the termination or expiration of a tenant’s lease, there could be a period of time before a fund’s portfolio investment will begin receiving rental payments under a replacement lease.

During that period, the portfolio investments (and indirectly, the fund) will continue to bear fixed expenses such as interest, real estate taxes, maintenance and other operating expenses.

In addition, declining economic conditions could impair the portfolio investment’s ability to attract replacement tenants and achieve rental rates at or above those paid under previous leases.

Moreover, recent changes to visa and immigration rules and increased immigration enforcement may impact housing demand.

Increased competition for tenants would require the portfolio investments to make capital improvements to properties that we would not otherwise have planned.

Any unbudgeted capital improvements that a fund undertakes may divert cash that would otherwise be available for distribution to investors.

To the extent that the portfolio investments are unable to renew leases or re-let spaces as leases expire, decreased cash flow from tenants will result, which would adversely impact the relevant fund’s returns.

To the extent that the portfolio investment is unable to renew leases or re-let spaces as leases expire, decreased cash flow from tenants will result, which would adversely impact the relevant fund’s returns.

In addition, if our real estate funds’ portfolio investments acquire direct or indirect interests in undeveloped land or underdeveloped real property, which may often be non-income producing, they will be subject to the risks normally associated with such assets and development activities, including risks relating to the availability and timely receipt of zoning and other regulatory or environmental approvals, the cost and timely completion of construction (including risks beyond our or our funds’ control, such as weather or labor conditions or material shortages) and the availability of both construction and permanent financing on favorable terms.

Our real estate funds may also from time to time make investments in residential real estate projects and/or otherwise participate in financing opportunities relating to residential real estate assets, which may be more highly susceptible to adverse changes in prevailing economic and/or market conditions and present additional risks relative to the ownership and operation of commercial real estate assets.

Our real estate funds may also from time to time make investments in residential real estate projects and/or otherwise participate in financing opportunities relating to residential real estate assets, which may be more highly susceptible to adverse changes in prevailing economic and/or market conditions and political and legislative oversight and present additional risks relative to the ownership and operation of commercial real estate assets.

For example, in January 2026, the current U.S.

President signed an Executive Order titled “Stopping Wall Street from Competing with Main Street Homebuyers.” The order seeks to limit large institutional investors’ (including private equity investors) participation in the single-family housing market, and, among other things, instructs the U.S.

Department of Justice and the FTC to review substantial acquisitions by such investors of single-family homes for anti-competitive effects.

The Executive Order and any related legislation that may be enacted could subject us to heightened government and regulatory scrutiny, regulatory enforcement action or lawsuits.

The strategy of our real estate funds may be based, in part, on the availability for purchase of assets at favorable prices followed by the continuation or improvement of market conditions or on the availability of refinancing, and there can be no assurance that the real estate businesses or assets can be acquired or disposed of at favorable prices or that refinancing will be available.

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For our acquisitions, “bad boy” guarantees would generally be extended by our funds.

“Bad boy” guarantees also typically provide that the loan will be a full personal recourse obligation of the guarantor for certain actions, such as prohibited transfers of the collateral or changes of control and voluntary bankruptcy of the borrower.

voluntary bankruptcy of the borrower.

We expect that commercial real estate financing arrangements generally will require “bad boy” guarantees and, in the event that such a guarantee is called, a fund’s or our assets could be negatively impacted.

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Investments in distressed assets or businesses may have little or no near-term cash flow, involve a high degree of risk and, if subject to bankruptcy or insolvency, could be subordinated or disallowed.

Our public equity platforms subject us to numerous additional risks.

Our public equity platform, TPEP, invests in the public equity markets and is subject to numerous additional risks, including the following:

• Certain public equity funds may engage in short selling, which is theoretically subject to unlimited loss, in that the price of the underlying security could theoretically increase without limit, thus increasing the cost of buying those securities to cover the short position.

There can be no assurance that the security necessary to cover a short position will be available for purchase.

Purchasing securities to close out the short position can itself cause the prices of the securities to rise further, thereby exacerbating the loss.

Furthermore, if a request for return of borrowed securities occurs at a time when other short sellers of the security are receiving similar requests, a “short squeeze” can occur, in which case the public equity fund would be compelled to replace borrowed securities previously sold short with purchases on the open market at the most disadvantageous time, possibly at prices significantly in excess of the proceeds received in originally selling the securities short.

• The efficacy of investment and trading strategies depends largely on the ability to establish and maintain an overall market position in a combination of financial instruments.

A public equity fund’s trading orders may not be executed in a timely and efficient manner due to various circumstances, including market illiquidity, systems failures or human error.

In such event, the funds might only be able to build some but not all of the position, or if the overall position were to need adjustment, the funds might not be able to make the adjustment.

As a result, the funds would not be able to achieve the desired market position and might incur a loss in liquidating their position.

• As “inside-the-wall” funds, our public equity funds are subject to a broad restricted securities list, which may limit their investment opportunities as well as their ability to exit an investment, including covering a short position.

An inability to cover a short position theoretically subjects a fund to unlimited loss.

To the extent the financial condition of TPEP is adversely affected by these risks, our revenues and AUM may also decline.

Our broker-dealer’s capital markets activities expose us to risks that, if they materialize, could have a material adverse effect on our results of operations, financial condition and cash flow.

TPG Capital BD (and related entities) provides various capital markets services, including:

• structuring and arranging merger and acquisitions transactions and providing other related transaction advisory services;

• structuring and arranging merger and acquisition transactions and providing other related transaction advisory services;

• structuring, executing and underwriting initial public offerings, follow-on primary offerings and secondary offerings (including “block trades”) and private placements of equity, debt and other securities;

• structuring, sourcing, trading, executing, syndicating, underwriting and repurchasing high yield and other bonds, preferred securities, hybrid instruments, notes, loans and offerings;

• advising, negotiating, structuring and executing liability management transactions;

• structuring, sourcing, trading, executing, syndicating, underwriting and repurchasing high yield and other bonds, preferred securities, hybrid instruments, notes, loans, mortgages, sale leasebacks, receivables, asset-backed securities, other credit instruments and other financial instruments;

• originating, structuring, arranging, syndicating, placing, providing and repurchasing loans, credit facilities, asset-based facilities, securitizations, acquisition financings, bridge financings, hedging and similar and other financial instruments and financial services, including where such instruments and financial services are in respect of, or subsequently acquired by, a TPG fund;

• structuring and arranging amendments to existing securities, credit facilities and other instruments;

• advising, negotiating, structuring and executing liability management transactions;

• structuring and implementing interest rate, foreign exchange and other hedging or derivative strategies;

• structuring and executing other similar transactions to finance fund acquisitions of a portfolio company or to enable a fund to monetize all or a portion of its interest in a portfolio company;

• advising on, structuring, sourcing, arranging and executing transferable tax credit transactions or other transactions involving financial instruments;

• structuring and executing other similar transactions to finance fund acquisitions of a portfolio company or to enable a fund to monetize all or a portion of its interest in a portfolio company, including through the syndication of a continuation vehicle or an investment, recapitalization, refinancing, restructuring or other similar transactions;

• structuring and executing financing, interim financing and certain “fronting” and “seasoning” transactions and syndications in respect of, or otherwise making investments that are intended to be of a temporary nature in, any portfolio company in which a fund invests or intends to invest;

• providing other loan servicing, collateral agent, administrative agent or other similar services;

• providing other loan servicing, collateral agent, administrative agent and other similar services, such as loan sourcing, loan due diligence and general services or administration services relating to loan portfolios;

• providing syndication services more generally, which we expect to include identifying potential third-party investors (including potential co-investors, syndicate participants and/or financing counterparties), transaction structuring to attract third-party investors and/or financing counterparties, preparing marketing materials, performing outreach, executing on a syndication and sell-down strategy, arranging financing and providing post-closing support (including in each case in situations where there may not ultimately be any allocation, syndication or sell-down to third-party investors or financing more generally);

• providing strategic and capital markets advice with respect to any of the foregoing transactions;

• providing any other capital markets or other services that a third party may render to or with respect to a fund or an existing, prospective or former portfolio company.

The capital markets services that TPG Capital BD (and related entities) provides are an increasingly important source of revenue.

The capital markets fees we receive are generally dependent on the frequency and volume of transactions by our funds and portfolio companies, which can fluctuate over time.

A slowdown in market activity generally or in our investment or exit activity could adversely affect the amount of fees TPG Capital BD’s (and related entities’) business generates.

• providing any other capital markets or other services that a third party may render to or with respect to a fund or an existing, prospective or former portfolio company and/or their affiliates or related entities.

The capital markets services that TPG Capital BD (and related entities) provides continue to be an increasingly important source of revenue.

The capital markets fees we receive are generally dependent on the frequency and volume of transactions by our funds and the companies in which they invest, which can fluctuate over time.

A slowdown in capital market activity generally or in our investment or exit activity could adversely affect the amount of fees TPG Capital BD’s (and related entities’) business generates.

In addition, as a result of TPG Capital BD’s (or related entities’) capital markets services, we could incur losses that could have a material adverse effect on our results of operations, financial condition and cash flow, as well as our reputation.

For example, we may incur significant losses to the extent that our counterparties fail to acquire or pay for the debt or equity securities or loans that we expected to sell, place or syndicate to them or are otherwise unable to dispose of any financial exposure that we incur at the prices that we anticipated or at all.

TPG Capital BD’s capital market activities also subject us to potential liability for, among other things, material misstatements or omissions in prospectuses and other offering documents in the United States and elsewhere, and for failure to provide certain disclosure documents or marketing securities to certain types of investors in the EU and the U.K.

Further, the relationship between us, TPG Capital BD (or a related entity providing capital markets services), on the one hand, and our funds and/or our funds’ portfolio companies, on the other hand, gives rise to conflicts of interest which could negatively impact our business.

TPG Capital BD’s capital markets activities also subject us to potential liability for, among other things, material misstatements or omissions in prospectuses and other offering documents in the United States and elsewhere, and for failure to provide certain disclosure documents or marketing securities to certain types of investors in the EU and the U.K.

Further, the relationship between us and TPG Capital BD (or a related entity), on the one hand, and our funds and/or our funds’ portfolio companies, on the other hand, gives rise to conflicts of interest which could negatively impact our business.

See “—Our activities and the business activities of certain of our personnel may give rise to conflicts of interest with our funds, and our failure to deal appropriately with conflicts of interest could damage our reputation and negatively impact our business.”

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Funds associated with our secondaries investment products are subject to additional risks.

Funds associated with our secondaries investment products, including NewQuest and TPG GP Solutions, are subject to additional risks.

Funds associated with our secondaries investment products, including NewQuest and TGS, are subject to additional risks.

Such funds have limited opportunity to control the day-to-day operation of its portfolio investments, including investment and disposition decisions, or to protect their position in portfolio investments, nor do they generally have the right to remove the managers thereof.

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While we periodically meet with the management of managing entities in which our funds invest, and our funds may negotiate contractual terms requiring managing entities to periodically provide the funds with certain information, our funds generally do not have the opportunity to evaluate the specific strategies employed by the managing entities and their funds, and our funds do not have an active role in the managing entities’ day-to-day management.

A downturn in the global credit markets could adversely affect our funds’ credit investments and our CLO funds.

Credit markets directly impact the valuations of our funds’ credit investments.

Movements in the global credit markets could adversely affect our funds’ credit investments and our CLO vehicles.

Credit markets directly impact the valuations of, and risks associated with, our funds’ credit investments.

For example, interest income earned from debt investments with floating interest rates typically increases if the applicable benchmark interest rate were to rise, and the reverse is generally true for declines in the applicable benchmark interest rate.

However, during periods of rising interest rates, obligors of floating rate debt may become less able to pay their obligations, which could impair the value of their debt.

For debt investments with fixed interest rates, changes in interest rates generally will also cause values to vary inversely to such changes, although any losses or gains would in most cases not be realized if the fixed rate debt is held to maturity.

Our CLO funds are subject to credit, liquidity, interest rate and other risks.

From time to time, liquidity in the credit markets contracts, sometimes significantly, resulting in an increase in credit spreads and a decline in ratings, performance and market values for leveraged loans.

CLOs invest on a leveraged basis in loans or securities that are themselves highly leveraged investments in the underlying collateral, which increases both the opportunity for higher returns as well as the magnitude of losses compared to unlevered investments.

As a result of such funds’ leveraged position, our CLO funds are at greater risk of suffering losses.

Rising interest rates can also put pressure on an obligor’s cost of capital and its ability to acquire or to sell assets, to engage in refinancing or restructuring exercises and to raise capital and generate liquidity.

To the extent rising interest rates create such pressure on companies in which our funds are invested, the value of and prospects of those investments could suffer negative consequences.

CLOs invest in loans or securities that are themselves highly leveraged investments in the underlying collateral, which increases both the opportunity for higher returns as well as the magnitude of losses compared to unlevered investments in the event of movements in interest rates.

In addition to interest rate risks, our CLO vehicles are subject to credit, liquidity and other risks that may arise as a result of movements in global credit markets.

For example, from time to time, liquidity in the credit markets contracts, sometimes significantly, resulting in an increase in credit spreads and a decline in the ratings, performance and market values of the leveraged loans in which our CLOs invest.

Accordingly, our CLO funds are at greater risk of suffering losses.

CLOs have also failed in the past and may in the future fail one or more of their “over-collateralization” tests.

Market or other conditions that cause our CLOs to fail “over-collateralization” tests would decrease our cash flows and reduce the value of our investments.

Our provision of products and services to insurance companies subjects us to a variety of risks and uncertainties.

We expect to increasingly undertake initiatives to deliver to insurance companies investment products and strategies across asset classes, with a focus on investment grade asset based finance and direct lending.

Our insurance initiatives include partial management of insurance companies’ general account or reinsurance assets pursuant to investment management agreements and similar arrangements.

The success of these initiatives will depend in large part on further developing investment relationships with insurance company clients and maintaining existing asset management arrangements, such as our investment management relationship with and minority investment in Jackson Financial Inc.

If we fail to deliver or originate high-performing products, strategies or assets that help our insurance company clients meet

long-term policyholder obligations, we may not be successful in retaining existing relationships, developing new ones or originating or selling capital-efficient assets or products.

Such failure may have a material adverse effect on our business, results and financial condition.

insurance industries are subject to significant regulatory oversight.

Regulatory authorities in the United States have broad regulatory (including through certain regulatory support organizations), administrative and in some cases discretionary authority with respect to insurance companies and/or their investment advisors, which may include, among other things, the investments insurance companies may acquire and hold, marketing practices, affiliate transactions, reserve requirements, capital treatment and adequacy and admissibility of assets and investments.

Insurance regulatory authorities regularly review and update these and other requirements.

These requirements are primarily concerned with the protection of policyholders, and regulatory authorities often have wide discretion in applying the relevant restrictions and regulations to insurance companies, which may indirectly affect us.

We may be the target or subject of, or may have indemnification obligations related to, litigation (including class action litigation by policyholders), enforcement investigations or regulatory scrutiny.

Regulators and other authorities generally have the power to bring administrative or judicial proceedings against insurance companies, which could result in, among other things, suspension or revocation of licenses, cease-and-desist orders, fines, civil penalties, criminal penalties or other disciplinary action.

To the extent we are involved in such regulatory actions, our reputation could be harmed, we may become liable for indemnification obligations and we could potentially be subject to enforcement actions, fines and penalties.

Insurance regulatory authorities and regulatory support organizations continue to scrutinize alternative asset managers’ involvement in the insurance industry, including with respect to the ownership by such managers or their affiliated funds of, and the management of assets on behalf of, insurance companies.

For example, insurance regulators and standard-setting and regulatory support organizations like the National Association of Insurance Commissioners (“NAIC”) have increasingly focused on the terms and structure of investment management agreements.

This has included focus on whether such agreements are at arms’ length, establish a control relationship with the insurance company, grant the asset manager excessive authority or oversight over the investment strategy of the insurance company or provide for management fees that are not fair and reasonable or termination provisions that make it overly difficult or costly for the insurer to terminate the agreement.

regulators (including in Europe, Asia-Pacific, Bermuda and the Cayman Islands, among others) and the International Association of Insurance Supervisors, an international insurance standard-setting organization comprised of over 200 jurisdictions, have similarly focused on each of these topics.

Regulators have also increasingly focused on the risk profile of certain investments held by insurance companies (including structured credit assets such as CLOs), appropriateness of investment ratings and potential conflicts of interest, including affiliated investments, and potential misalignment of incentives and any potential risks from these and other aspects of an insurance company’s relationship with alternative asset managers that may impact the insurance company’s risk profile.

This enhanced scrutiny may increase the risk of regulatory actions involving us and could result in new or amended regulations that limit our ability, or make it more burdensome or costly, to enter into new, or maintain existing, investment management agreements with insurance companies and thereby grow our insurance solutions business.

Some of the arrangements we have or will develop with insurance companies may involve complex U.S.

tax structures for which no clear precedent or authority may be available.

Such structures may be subject to potential regulatory, legislative, judicial or administrative change or scrutiny and differing interpretations and any adverse changes, scrutiny or interpretations may result in substantial costs to insurance companies or us.

Insurance company investment portfolios are often subject to internal and regulatory requirements governing the categories and ratings of investment products and assets they may acquire and hold.

Many of the investment products and strategies we originate or develop for, or other assets or investments we include in, insurance company portfolios will be rated and a ratings downgrade or any other negative action by a rating agency or the NAIC’s Securities Valuation Office (“SVO”), as applicable, with respect to such products, assets or investments could make them less attractive and limit our ability to offer such products to, or invest or deploy capital on behalf of, insurers.

Furthermore, insurance companies are subject to certain minimum capital and surplus requirements that vary by the jurisdiction where the insurance company is domiciled and are generally subject to change over time (as discussed in more detail below).

In the United States, our insurance company clients are subject to risk-based capital (“RBC”) standards and other minimum capital and surplus requirements imposed by state laws.

The RBC standards are based upon the Risk-Based Capital for Insurers Model Act promulgated by the NAIC, as adopted by applicable clients’ insurance regulators.

New statutory accounting guidance or changes or clarifications in interpretations of existing guidance may adversely impact our ability to originate, or invest in, appropriate assets on behalf of our insurance company clients or cause our clients to increase their required capital in respect of such assets, thus making such assets less attractive to insurers, which may adversely affect our business.

Certain proposals or exposure drafts released by insurance regulatory authorities, the NAIC or the SVO may result in changes to the risk-based capital treatment and/or ratings or re-ratings processes of certain assets or investments that are, or may be, held by our insurance company clients.

For example, in 2024, the NAIC increased the applicable capital charge of residual tranches or equity securities of asset-based securitizations from 30% to 45% in respect of life insurers.

Any similar increase in the applicable RBC charge of such assets could potentially make such assets or investments less attractive to insurers and limit our ability to originate, or invest in, such assets on behalf of insurers.

Misconduct, fraud or other deceptive practices of our employees, advisors or third-party service providers or our funds’ portfolio companies could subject us to significant legal liability, regulatory scrutiny and reputational harm and have a material adverse effect on our results of operations, financial condition and cash flow.

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In recent years, the volume of claims and the amount of potential damages claimed in such proceedings against the financial services industry have generally been increasing.

The activities of our business, including the investment decisions we make and the activities of our employees in connection with our funds, portfolio companies or other investment vehicles may subject us and them to the risk of litigation by third parties, including fund investors dissatisfied with the performance or management of our funds, holders of our or our funds’ portfolio companies’ debt or equity and a variety of other potential litigants.

the risk of litigation by third parties, including fund investors dissatisfied with the performance or management of our funds, holders of our or our funds’ portfolio companies’ debt or equity and a variety of other potential litigants.

For example, we, our funds and certain of our employees are each exposed to the risks of litigation relating to investment activities of our funds and actions taken by the officers and directors (some of whom may be TPG employees) of portfolio companies, such as lawsuits by other stockholders of our public portfolio companies or holders of debt instruments of companies in which we or our funds have significant investments, including securities class action lawsuits by stockholders, as well as class action lawsuits that challenge our acquisition transactions and/or attempt to enjoin them.

We may from time to time be involved in litigation or other proceedings relating to our credit investment activities, including claims by borrowers, investors, lenders or other counterparties alleging breaches of contract, fiduciary duties or applicable law, particularly in the context of borrower financial distress (e.g., bankruptcy or restructuring).

As an additional example, we are sometimes listed as a co-defendant in actions against portfolio companies on the theory that we control such portfolio companies or based upon allegations that we improperly exercised control or influence over portfolio investments.

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If we are required to incur all or a portion of the costs arising out of litigation or regulatory inquiry or action as a result of inadequate insurance proceeds or failure to obtain indemnification from our funds, our results of operations, financial condition and liquidity could be materially adversely affected.

Certain losses of a catastrophic nature, such as wars, earthquakes, typhoons, floods, tsunamis, fires, terrorist attacks, pandemics, health crises or other similar events, may be uninsurable or may only be insurable at rates that are so high that maintaining coverage would cause an adverse impact on our business, our funds and their portfolio companies.

Certain losses of a catastrophic nature, such as wars, earthquakes, typhoons, floods, tsunamis, fires, terrorist attacks, pandemics, health crises or other similar events, may

be uninsurable or may only be insurable at rates that are so high that maintaining coverage would cause an adverse impact on our business, our funds and their portfolio companies.

In general, losses related to terrorism and cyber incidents are becoming harder and more expensive to insure against.

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If any litigation or regulatory actions were brought against us and resulted in a finding of substantial legal liability, that result could materially adversely affect our business, results of operations or financial condition or cause significant reputational harm to us, which could materially impact our business.

Furthermore, the current rise of populist political movements has generated and may continue to generate a growing negative public sentiment toward globalization, free trade, capitalism and financial institutions, which could lead to heightened scrutiny and criticisms of our business and our investments.

In addition, recent public discourse in connection with the U.S.

presidential election and social inequality issues raised and debated during those campaigns have demonstrated the elevated level of focus put on us, our industry and companies in which our funds are invested.

Furthermore, the current rise of populist political movements has generated and may continue to generate a growing negative public sentiment toward globalization, free trade, capitalism and financial institutions, which could lead to heightened public and regulatory scrutiny and criticisms of our business and our investments.

See “—Risks Related to Our Industry—Extensive regulation of our businesses affects our activities and creates the potential for significant liabilities and penalties.

Increased regulatory focus on the alternative asset industry or legislative or regulatory changes could result in additional burdens and expenses on our business.” The risk of reputational harm is elevated by the prevalence of internet and social media usage and the increased public focus on behaviors and externalities of business activities, including those affecting stakeholder interests and ESG and DEI considerations.

We depend to a large extent on our business relationships and our reputation.

For example, regulators and other stakeholders have increasingly expressed or pursued opposing views, legislation and investment expectations with respect to sustainability and DEI initiatives, including the enactment or proposal of “anti-ESG” and “anti-DEI” legislation or policies and engaging in related investigation and litigation.

If we are unable to successfully meet or manage the evolving expectations of our fund investors and other stakeholders, stakeholder trust may erode, our reputation may be harmed and we may be exposed to the risk of litigation, investigation or other regulatory action by federal or state authorities.

See “—Sustainability-related compliance and reporting may result in increased compliance costs, litigation or enforcement actions, reputational harm, irreconcilable inconsistencies across jurisdictions and/or some investors not investing in or seeking to exit our funds.” We depend to a large extent on our business relationships and our reputation.

As a result, allegations of improper conduct made by private litigants (including investors in or alongside our funds), regulators or employees, whether the ultimate outcome is favorable or unfavorable to us, as well as negative publicity and press speculation about us, our investment activities, our lines of business, our workplace environment or the private equity industry in general, whether or not valid, may harm our reputation, which may be more damaging to our business than it would be to other types of businesses.

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Acquired contingent liabilities could thus result in unforeseen losses for our funds.

Additionally, in connection with the disposition of an investment in a portfolio company, a fund may be required to make representations about the business and financial affairs of such portfolio company typical of those made in connection with the sale of a business.

Additionally, in connection with the disposition of an investment in a company, a fund may be required to make representations about the business and financial affairs of such company typical of those made in connection with the sale of a business.

A fund may also be required to indemnify the purchasers of such investment to the extent that any such representations are inaccurate.

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Therefore, if a subsequent clawback occurs, we will no longer be holding the performance allocations initially paid to us.

In addition, in certain of our more recent funds and we expect in future funds, we or one of our subsidiaries have and will guarantee 100% of any clawback obligations.

In addition, for certain of our more recent funds and our expected future funds, we or one of our subsidiaries have and will guarantee 100% of any clawback obligations.

Many of our funds include a segregated reserve account funded by a percentage of performance allocations otherwise distributable to us (typically 10% or less).

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Risks Related to Our Organizational Structure

The historical and pro forma financial information and related notes in this report may not permit you to assess our future performance.

This report includes certain historical and pro forma financial information, including the historical financial information for the year ended December 31, 2023, as well as pro forma financial information reflecting our acquisition of Angelo Gordon, that may not permit you to assess our future performance.

We completed our acquisition of Angelo Gordon on November 1, 2023 and, as a result, the results of TPG Angelo Gordon included in our consolidated statements of operations are only from November 1, 2023 to December 31, 2024.

Accordingly, our consolidated statements of operations for the year ended December 31, 2023 do not reflect what our combined company’s actual results of operations would have been had the Acquisition been completed on January 1, 2023.

This report also includes an unaudited pro forma summary of our consolidated statements of operations for the years ended December 31, 2023 and 2022 giving effect to the Acquisition as if it had occurred on January 1, 2022.

This unaudited pro forma summary is presented for informational purposes only and is not intended to reflect, and is not necessarily indicative of, what our results of operations would have been had the Acquisition been completed on January 1, 2022.

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

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

The assumptions used in preparing the pro forma financial information are based on currently available information that we believe are reasonable in order to reflect, on a pro forma basis, a summary of our consolidated statements of operations giving effect to the Acquisition as if it had occurred on January 1, 2022.

These assumptions may not prove to be accurate and other factors may affect our combined company’s financial condition or results of operations moving forward.

Accordingly, our financial condition and results of operations in the future may not be evident from or consistent with such pro forma financial information.

If we fail to maintain an effective system of internal control over financial reporting or comply with the rules that apply to public companies, including Section 404 of the Sarbanes-Oxley Act, we could be subject to sanctions or other penalties that would harm our business.

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These assessments require disclosure of any material weaknesses identified in our internal control over financial reporting.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual and interim financial statements will

not be detected or prevented on a timely basis.

Despite our efforts, there is a risk that we will not be able to always conclude, within the prescribed timeframe or at all, that our internal control over financial reporting is effective as required by Section 404 of the Sarbanes-Oxley Act.

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Holders of our Class B common stock control a majority of the voting power of our outstanding common stock by virtue of their ownership of Class B common stock.

Prior to the Sunset and for so long as TPG Group Holdings and the Alabama Partnerships collectively hold shares of Class B common stock representing at least 9.1% of all of the outstanding shares of our common stock, the Class B stockholders hold a majority of our outstanding voting power by virtue of their ownership of Class B common stock, and GP LLC, as the owner of the general partners of TPG Group Holdings and the Alabama Partnerships, controls the outcome of matters submitted to a stockholder vote prior to the Sunset, including the appointment of all company directors.

Prior to the Sunset and for so long as the shares of Class B common stock represent at least 9.1% of all of the outstanding shares of our common stock, the Class B stockholders hold a majority of our outstanding voting power by virtue of their ownership of Class B common stock, and GP LLC, as the owner of the general partners of TPG Group Holdings and the Alabama Partnerships and as the holder of voting power over the shares of Class B common stock held by other entities, controls the outcome of matters submitted to a stockholder vote prior to the Sunset, including the appointment of all company directors.

As a result of the voting power exercised by GP LLC, we qualify as a “controlled company” within the meaning of Nasdaq’s corporate governance standards.

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Accordingly, our stockholders do not have the same protections afforded to stockholders of companies that are subject to all of Nasdaq’s corporate governance requirements.

After the Sunset becomes effective, the Class B common stock will have one vote per share instead of ten votes per share, meaning that GP LLC, as the owner of the general partners of TPG Group Holdings, will no longer control the appointment of directors or be able to direct the vote on all matters that are submitted to our stockholders for a vote.

The control over the voting of Class B common stock will instead be passed through to the individual partners of TPG Partner Holdings and the Alabama Partnerships.

After the Sunset becomes effective, the Class B common stock will have one vote per share instead of ten votes per share, and control over the voting of Class B common stock will be passed through to the individual partners of TPG Partner Holdings and the Alabama Partnerships and to the other entities holding shares of Class B common stock.

Accordingly, GP LLC will no longer control the appointment of directors or be able to direct the vote on all matters that are submitted to our stockholders for a vote.

We are a holding company and our only material asset is our interest in the TPG Operating Group, and we are accordingly dependent upon distributions from the TPG Operating Group to pay taxes, make payments under the Tax Receivable Agreement and pay dividends.

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Accordingly, we will be required to pay income taxes on our allocable share of any net taxable income of the TPG Operating Group partnership.

However, under certain rules, the TPG Operating Group partnership (or other subsidiary partnership) may be liable in the event of an adjustment by the IRS to the tax return of the TPG Operating Group partnership (or subsidiary partnership), absent an election to the contrary (including an election to “push out” the partners in the year being audited).

partnership), absent an election to the contrary (including an election to “push out” the liability to the partners in the year being audited).

The TPG Operating Group may be subject to material liabilities under these rules and related guidance if, for example, its calculations of taxable income are incorrect (including for years prior to the admission of us to the TPG Operating Group partnership).

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Any future determination as to the declaration and payment of dividends, if any, will be at the discretion of our board of directors and, until the Sunset, our Executive Committee after taking into account various factors, including our business, operating results and financial condition, current and anticipated cash needs, plans for expansion and any legal or contractual limitations on our ability to pay dividends.

Certain of our existing credit facilities

include, and any financing arrangement that we enter into in the future may include restrictive covenants that limit our ability to pay dividends.

Certain of our existing credit facilities include, and any financing arrangement that we enter into in the future may include restrictive covenants that limit our ability to pay dividends.

In addition, the TPG Operating Group is generally prohibited under Delaware law from making a distribution to a limited partner to the extent that, at the time of the distribution, after giving effect to the distribution, liabilities of the TPG Operating Group (with certain exceptions) exceed the fair value of its assets.

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An assignment may occur under the Advisers Act if, among other things, our subsidiaries that are registered as investment advisers undergo a change of control.

After the Sunset becomes effective, the Class B common stock will have one vote per share instead of ten votes per share, meaning that GP LLC, as the owner of the general partners of TPG Partner Holdings and the Alabama Partnerships, will no longer control the appointment of directors or be able to direct the vote on all matters that are submitted to our stockholders for a vote.

Accordingly, GP LLC will no longer control the appointment of directors or be able to direct the vote on all matters that are submitted to our stockholders for a vote.

While we do not believe that the Sunset will result in an assignment under the Advisers Act, there can be no assurance that the SEC or a court would agree.

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Shares of our Class A common stock and Class B common stock entitle the respective holders to identical non-economic rights, except that each share of our Class A common stock entitles its holder to one vote on all matters to be voted on by stockholders generally, while each share of our Class B common stock entitles its holder to ten votes until the Sunset becomes effective;

provided that, prior to the Sunset, shares of “Free Float” (as defined under the rules of FTSE Russell relating to the Russell indices) Class A common stock are entitled to at least 5.1% of the aggregate voting power (the “Free Float Threshold”) and the voting power of the Class B common stock will be reduced proportionately until the Free Float Threshold is met.

After the Sunset becomes effective, each share of our Class B common stock will entitle its holder to one vote and GP LLC will no longer vote all shares attributable to TPG Partner Holdings and the Alabama Partnerships.

provided that, prior to the Sunset, shares of “Free

Float” (as defined under the rules of FTSE Russell relating to the Russell indices) Class A common stock are entitled to at least 5.1% of the aggregate voting power (the “Free Float Threshold”) and the voting power of the Class B common stock will be reduced proportionately until the Free Float Threshold is met.

After the Sunset becomes effective, each share of our Class B common stock will entitle its holder to one vote, and GP LLC will no longer control the vote of all shares of Class B common stock.

Prior to the Sunset, GP LLC will exercise control over all matters requiring the approval of our stockholders, including the election of our directors and members of our Executive Committee and the approval of significant corporate transactions.

After the Sunset becomes effective, the control over the votes of TPG Partner Holdings and the Alabama Partnerships will be passed through to the individual partners of TPG Partner Holdings and the Alabama Partnerships, and GP LLC will no longer control the vote of the other entities holding shares of Class B common stock.

The difference in voting rights could adversely affect the value of our Class A common stock to the extent that investors view, or any potential future purchaser of our company views, the superior voting rights and implicit control of the Class B common stock to have value.

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Our ability to declare and pay dividends to our stockholders is likewise subject to Delaware law (which may limit the amount of funds available for dividends).

If, as a consequence of these various limitations and restrictions, we are unable to generate sufficient

distributions from our business, we may not be able to make, or may be required to reduce or eliminate, any payment of dividends on our Class A common stock and nonvoting Class A common stock.

If, as a consequence of these various limitations and restrictions, we are unable to generate sufficient distributions from our business, we may not be able to make, or may be required to reduce or eliminate, any payment of dividends on our Class A common stock and nonvoting Class A common stock.

Our share price may decline due to the large number of shares eligible for sale.

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These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.

As of December 31, 2024, we have outstanding 102,605,392 shares of Class A common stock and 6,605,963 shares of nonvoting Class A common stock and 255,756,502 shares of Class A common stock that are authorized but unissued that are issuable upon exchange of 255,756,502 Common Units.

Pursuant to the A&R Investor Rights Agreement (as defined herein), our partners, the TPG Partner Vehicles and Pre-IPO Investors were restricted from transferring or exchanging their Class A common stock, Class B common stock or Common Units, as applicable, prior to the IPO’s second anniversary.

As of December 31, 2025, we have outstanding 146,507,998 shares of voting Class A common stock and 6,605,963 shares of nonvoting Class A common stock and 224,331,812 shares of Class A common stock that are authorized but unissued that are issuable upon exchange of 224,331,812 Common Units.

Pursuant to the A&R Investor Rights Agreement (as defined herein), our partners, the TPG Partner Vehicles and pre-IPO investors, including certain sovereign wealth funds, other institutional investors and certain other parties that entered into a strategic relationship with us prior to the Reorganization (collectively, “Pre-IPO Investors”), were restricted from transferring or exchanging their Class A common stock, Class B common stock or Common Units, as applicable, prior to the IPO’s second anniversary.

Between the IPO’s second and third anniversary, the TPG Partner Vehicles and the TPG partners were able to transfer or exchange up to 33.33% of their Class A common stock, or any shares of Class B common stock or any Common Units, owned as of the IPO’s closing, as applicable;

between the IPO’s third and fourth anniversary, the TPG Partner Vehicles and the TPG partners may transfer or exchange up to 66.66% of their original holdings of Class A common stock, or any shares of Class B common stock or any Common Units, owned as of the IPO’s closing, as applicable;

between the IPO’s third and fourth anniversary, the TPG Partner Vehicles and the TPG partners were able to transfer or exchange up to 66.66% of their original holdings of Class A common stock, or any shares of Class B common stock or any Common Units, owned as of the IPO’s closing, as applicable;

and after the IPO’s fourth anniversary, the TPG Partner Vehicles and the TPG partners may transfer or exchange up to 100% of their Class A common stock, or any shares of Class B common stock or any Common Units, as applicable (in each case, with respect to Common Units, subject to the terms of the A&R Exchange Agreement (as defined herein)).

Upon an exchange of Common Units for Class A common stock, pursuant to the A&R Exchange Agreement, an equal number of Class B common stock will be cancelled for no additional consideration.

The foregoing restrictions are subject to customary exceptions, including with respect to certain existing pledges and assignments of distributions from the TPG Operating Group and for transfers to related parties and charitable organizations.

Pursuant to the A&R Investor Rights Agreement, the API Feeder Partnerships and API partners were restricted from transferring or exchanging any Class A common stock, Class B common stock or Common Units prior to the first anniversary of the closing of the Transaction (the “Closing”).

Between the Closing’s first and second anniversary, the API Feeder Partnerships and API partners may transfer or exchange up to 33.33% of their Class A common stock, Class B common stock or any Common Units directly or indirectly owned as of the Closing, as applicable;

between the Closing’s second and third anniversary, the API Feeder Partnerships and API partners may transfer or exchange up to 66.66% of their Class A common stock, Class B common stock or any Common Units directly or indirectly owned as of the Closing, as applicable;

The foregoing restrictions were subject to customary exceptions, including with respect to certain existing pledges and

assignments of distributions from the TPG Operating Group and for transfers to related parties and charitable organizations.

Between the Closing’s first and second anniversary, the API Feeder Partnerships and API partners were able to transfer or exchange up to 33.33% of their Class A common stock, Class B common stock or any Common Units directly or indirectly owned as of the Closing, as applicable;

between the Closing’s second and third anniversary, the API Feeder Partnerships and API partners were able to transfer or exchange up to 66.66% of their Class A common stock, Class B common stock or any Common Units directly or indirectly owned as of the Closing, as applicable;

and after the Closing’s third anniversary, the API Feeder Partnerships and API partners may transfer or exchange up to 100% of their Class A common stock, Class B common stock or any Common Units, as applicable (in each case, with respect to Common Units, subject to the terms of the A&R Exchange Agreement).

Any additional Common Units received by the API Feeder Partnerships and API partners pursuant to the Transaction Agreement’s earnout provisions shall be deemed to have been received as of the date of the Closing and subject to the transfer restrictions descried above.

Any additional Common Units received by the API Feeder Partnerships and API partners pursuant to the Angelo Gordon Transaction Agreement’s (as defined herein) earnout provisions shall be deemed to have been received as of the date of the Closing and subject to the transfer restrictions descried above.

Furthermore, following the IPO’s second anniversary, the Pre-IPO Investors have been able to sell 100% of their Class A common stock, Class B common stock or Common Units (subject to the terms of the A&R Exchange Agreement).

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As of December 31, 2025, we had an aggregate of 224,331,812 shares of Class A common stock issuable upon exchange of Common Units that are held by the Common Unit holders of the TPG Operating Group.

equity offering (taking into account customary brokerage commissions or underwriting discounts actually incurred)) or (at our option) shares of our Class A common stock.

The holders of Common Units are entitled to have their Common Units exchanged for cash from a substantially concurrent primary equity offering (based on the closing price per share of the Class A common stock on the day before the pricing of such primary equity offering (taking into account customary brokerage commissions or underwriting discounts actually incurred)) or (at our option) shares of our Class A common stock.

We cannot predict the timing, size or disclosure of any future issuances of our Class A common stock resulting from the exchange of Common Units or the effect, if any, that future issuances, disclosure or sales of shares of our Class A common stock may have on the market price of our Class A common stock.

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See “—The acceleration of payments under the Tax Receivable Agreement in the case of certain changes of control may impair our ability to consummate change of control transactions or negatively impact the value received by owners of our Class A common stock.” In addition, Section 203 of the Delaware General Corporation Law (the “DGCL”) generally prohibits a Delaware corporation from engaging in any of a broad range of business combinations with any “interested” stockholder, in particular those owning 15% or more of our outstanding voting stock, for a period of three years following the date on which the stockholder became an “interested” stockholder.

While we have elected in our

restated certificate of incorporation not to be subject to Section 203 of the DGCL, our restated certificate of incorporation contains provisions that have the same effect as Section 203 of the DGCL, except that they provide that the TPG Operating Group, its affiliates, groups that include the TPG Operating Group and certain of their direct and indirect transferees are not deemed to be “interested stockholders,” regardless of the percentage of our voting stock owned by them, and accordingly are not subject to such restrictions.

While we have elected in our restated certificate of incorporation not to be subject to Section 203 of the DGCL, our restated certificate of incorporation contains provisions that have the same effect as Section 203 of the DGCL, except that they provide that the TPG Operating Group, its affiliates, groups that include the TPG Operating Group and certain of their direct and indirect transferees are not deemed to be “interested stockholders,” regardless of the percentage of our voting stock owned by them, and accordingly are not subject to such restrictions.

As a result, in the event of a business combination with any such persons, we will not be required to obtain the same stockholder approvals for certain transactions as other public companies subject to DGCL Section 203, and our stockholders will therefore not have the same protections with respect to certain transactions as stockholders of other public companies.

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The accelerated payments required in such circumstances will be calculated by reference to the present value (at a discount rate equal to the lesser of (i) 6.5% per annum and (ii) one-month SOFR (as defined herein) (or its successor rate) plus 100 basis points) of all future payments that holders of Common Units or other recipients would have been entitled to receive under the Tax Receivable Agreement, and such accelerated payments and any other future payments under the Tax Receivable Agreement will utilize certain valuation assumptions, including that we will have sufficient taxable income to fully utilize the Covered Tax Items and that we are not subject to any alternative minimum tax.

In addition, recipients of payments under the Tax Receivable Agreement will not reimburse us for any payments previously made under the Tax Receivable Agreement if the tax attributes or our utilization of tax attributes underlying the relevant Tax Receivable Agreement payment are successfully challenged by the IRS (although any such detriment would be taken into account as an offset

against future payments due to the relevant recipient under the Tax Receivable Agreement).

Our ability to achieve benefits from the Covered Tax Items, will depend upon a number of factors, including the timing and amount of our future income.

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The actual amounts we will be required to pay may materially differ from these hypothetical amounts, depending on the actual timing of the termination of the Tax Receivable Agreement, the fair market value of our Class A common stock at the time of such termination, the prevailing one-month SOFR at the time of such termination and a number of other factors.

We may need to incur additional indebtedness to finance payments under the Tax Receivable Agreement to the extent our cash resources are insufficient to meet our obligations under the Tax Receivable Agreement as a result of timing discrepancies or otherwise, and these obligations could have the effect of delaying, deferring or preventing certain mergers, asset sales, other forms of business combinations or other changes of control.

obligations could have the effect of delaying, deferring or preventing certain mergers, asset sales, other forms of business combinations or other changes of control.

The acceleration of payments under the Tax Receivable Agreement in the case of certain changes of control may impair our ability to consummate change of control transactions or negatively impact the value received by owners of our Class A common stock.

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This choice of forum provision may limit a stockholder’s ability to bring a claim in a different judicial forum, including one that it may find favorable or convenient for a specified class of disputes with us or our directors, officers, other stockholders, agents or employees, which may discourage such lawsuits, make them more difficult or expensive to pursue, and result in outcomes that are less favorable to such stockholders than outcomes that may have been attainable in other jurisdictions.

By agreeing to this provision, however, our stockholders will not be deemed to have waived (and cannot waive) compliance with the federal securities laws and the rules and regulations promulgated thereunder.

By agreeing to this provision, however, our stockholders will not be deemed to have

waived (and cannot waive) compliance with the federal securities laws and the rules and regulations promulgated thereunder.

The enforceability of similar choice of forum provisions in other companies’ certificates of incorporation has been challenged in legal proceedings, and it is possible that a court could find these types of provisions to be inapplicable or unenforceable.

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Our use of borrowings to finance our business exposes us to risks.

We use indebtedness as a means to finance our business operations, which exposes us to the typical risks associated with using leverage, including those discussed under “—Dependence on significant leverage by certain of our funds and their investments could adversely affect the ability of our funds to achieve attractive rates of return on those investments.” We have outstanding senior notes due March 5, 2034, outstanding junior subordinated notes due March 15, 2064, outstanding securitization notes due June 20, 2038 and revolving credit facilities with various maturity dates.

We use indebtedness as a means to finance our business operations, which exposes us to the typical risks associated with using leverage, including those discussed under “—Dependence on significant leverage by certain of our funds and their investments could adversely affect the ability of our funds to achieve attractive rates of return on those investments.” We have outstanding senior notes due March 5, 2034, outstanding senior notes due January 15, 2036, outstanding junior subordinated notes due March 15, 2064, outstanding securitization notes due June 20, 2038 and revolving credit facilities with various maturity dates.

See Note 11, “Debt Obligations,” to the Consolidated Financial Statements for further information regarding our outstanding indebtedness.

We are dependent on financial institutions extending credit to us on reasonable terms to finance our business, and on our ability to access the debt and equity capital markets, which can be volatile.

Although global markets stabilized in 2024 relative to 2023, inflation remains high and the interest rate environment could continue to fluctuate.

Further, ongoing geopolitical concerns, such as the war in Ukraine and conflict in the Middle East, continue to strain global markets.

2025 was marked by periods of turbulence and rapid shifts in market sentiment, driven primarily by trade policy developments, monetary policy adjustments, geopolitical tensions and evolving macroeconomic indicators.

Though capital markets were active throughout the year, the underlying backdrop remains fluid.

There is no guarantee that financial institutions will continue to extend credit to us or will renew the existing credit agreements we have with them, or that we will be able to refinance our outstanding notes or other obligations when they mature.

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• service debt obligations, including the payment of obligations at maturity, on interest payment dates or upon redemption, as well as any contingent liabilities that may give rise to future cash payments;

• continue growing our businesses, including seeding new strategies, pursuing strategic investments or acquisitions, funding our capital commitments made to existing and future funds and co-investments, meeting any net capital requirements of our broker-dealer or funding obligations of our capital markets business and otherwise supporting investment vehicles that we sponsor;

• continue growing our businesses, including:

• seeding new strategies;

• warehousing investments or seeding portfolios for the benefit of one or more of our funds or other investment vehicles pending the expected contribution of committed capital by the investors in such vehicles and advancing capital to them for other operational needs;

• pursuing strategic investments or acquisitions;

• funding our capital commitments made to existing and future funds and co-investments;

• meeting any net capital requirements of our broker-dealer or funding obligations of our capital markets business;

• otherwise supporting investment vehicles that we sponsor;

• pay amounts that may become due under the Tax Receivable Agreement;

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• pay cash dividends in accordance with our dividend policy for our Class A common stock;

• warehouse investments or seed portfolios for the benefit of one or more of our funds or other investment vehicles pending the expected contribution of committed capital by the investors in such vehicles and advance capital to them for other operational needs;

• manage risk retention for CLOs;

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Our commitments to our funds will require significant cash outlays over time, and there can be no assurance that we will be able to generate sufficient cash flows from realizations of investments to fund them.

We have used our balance sheet to provide credit support to the Co-Invest Leverage Facility used by certain personnel in connection with their commitments to our funds and the GP Services Credit Facility to facilitate and manage the investments by partners, employees and other participants in certain of our funds.

We have used our balance sheet to provide credit support to the facilities used by certain personnel in connection with their commitments to our funds and to facilitate and manage the investments by partners, employees and other participants in certain of our funds.

In addition, we have used our balance sheet to provide credit support to backstop certain clawback obligations to our funds.

We have also used our balance sheet to provide credit support for guarantees related to certain operating leases for our offices.

In addition, as of December 31, 2024, we had $1,282.0 million of indebtedness outstanding under our credit facilities, outstanding notes and secured borrowings and $808.0 million of cash and cash equivalents.

Depending on market conditions, we may be unable to refinance or renew all or part of our secured borrowings or our credit facilities, or find alternate sources of financing (including issuing equity), on commercially reasonable terms or at all.

In addition, as of December 31, 2025, we had $1,722.5 million of indebtedness outstanding under our credit facilities, outstanding notes and Secured Notes and $826.1 million of cash and cash equivalents.

Depending on market conditions, we may be unable to refinance or renew all or part of our outstanding notes, Secured Notes or our credit facilities, or find alternate sources of financing (including issuing equity), on commercially reasonable terms or at all.

As a result, our uses of cash may exceed our sources of cash, thereby potentially affecting our liquidity position.

Furthermore, the incurrence of additional debt by us or our subsidiaries in the future could result in downgrades of our existing corporate credit ratings, which could limit the availability of future financing and increase our costs of borrowing.

In addition, our broker-dealer from time to time makes significant drawdowns under a revolving credit facility to satisfy net capital requirements arising from its underwriting commitments.

From time to time, our broker-dealer makes significant drawdowns under a revolving credit facility to satisfy net capital requirements arising from its underwriting commitments.

These drawdowns could also put pressure on our liquidity or limit our ability to allocate our capital efficiently across our businesses.

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A portion of the indebtedness used to finance our funds’ investments often includes leveraged loans and debt instruments privately placed with institutional investors.

Availability of capital from the leveraged loan, high-yield and private debt markets is subject to market volatility, and there may be times when our funds might not be able to access those markets at attractive rates, or at all, when completing an investment.

Availability of capital from the leveraged loan, high-yield, private debt markets and banks is subject to market volatility, and there may be times when our funds might not be able to access those markets at attractive rates, or at all, when completing an investment.

Additionally, to the extent there is a reduction in the availability of financing for extended periods of time, the purchasing power of a prospective buyer may be more limited, adversely impacting the fair value of our funds’ investments and thereby reducing the acquisition price.

We also rely on banks for financing.

We also have relied, and may in future rely, on banks for financing.

In March 2013, the U.S.

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• subject the entity to a number of affirmative, negative and financial covenants, terms and conditions, any violation of which would be viewed by creditors as an event of default and could materially impact our ability to realize value from the investment;

• give rise to an obligation to make mandatory prepayments of debt using excess cash flow, which might limit the entity’s ability to respond to changing industry conditions to the extent additional cash is needed for the response, to make unplanned but necessary capital expenditures or to take advantage of growth opportunities;

• give rise to an obligation to make mandatory prepayments of debt using excess cash flow, which might limit the entity’s ability to respond to changing industry conditions, to make unplanned but necessary capital expenditures or to take advantage of growth opportunities;

• allow even moderate reductions in operating cash flow to render the entity unable to service its indebtedness, leading to a bankruptcy or other reorganization of the entity and a loss of part or all of the equity investment in it;

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Interest rates rose steadily in 2023 and, although the U.S.

Federal Reserve initiated in late 2024 a series of interest rate cuts, there can be no guarantee that interest rates will continue to decline.

Federal Reserve initiated a series of interest rate cuts in late 2024 that continued throughout 2025, there can be no guarantee that interest rates will continue to decline.

A rise in interest rates may have further material adverse impacts on our business and that of our investment funds and their investments.

In addition, a significant contraction or weakening in the market for debt financing or other adverse change relating to the terms of debt financing, including higher equity requirements or more restrictive covenants, could have a material adverse impact on our business and that of our investment funds and their investments.

and that of our investment funds and their investments.

Moreover, the financing of new investments or the operations of our funds’ investments may become less attractive due to limitations on the deductibility of net interest expense.

See “—Risks Related to Our Industry—Changes in relevant tax laws, regulations or treaties or an adverse interpretation of these items by tax authorities could negatively impact our effective tax rate and tax liability.”

If our funds are unable to obtain committed debt financing for potential acquisitions, can only obtain debt financing at an increased interest rate or on unfavorable terms or the ability to deduct corporate interest expense is substantially limited, our funds may face increased competition from strategic buyers of assets who may have an overall lower cost of capital or the ability to benefit from a higher amount of cost savings following an acquisition, or may have difficulty completing otherwise profitable acquisitions or may generate profits that are lower than would otherwise be the case, each of which could lead to a decrease in our revenues.

If our funds are unable to obtain committed debt financing for potential investments, can only obtain debt financing at an increased interest rate or on unfavorable terms or the ability to deduct corporate interest expense is substantially limited, our funds may face increased competition from strategic buyers of assets who may have an overall lower cost of capital or the ability to benefit from a higher amount of cost savings following an investment, or may have difficulty completing otherwise profitable acquisitions or may generate profits that are lower than would otherwise be the case, each of which could lead to a decrease in our revenues.

In addition, rising interest rates, coupled with periods of significant equity and credit market volatility may potentially make it more difficult for us to find attractive opportunities for our funds to exit and realize value from their existing investments.

Furthermore, any failure by lenders to provide previously committed financing can also expose us to potential claims by sellers of businesses that we may have contracted to purchase.

Our funds’ portfolio company investments also regularly utilize the corporate loan and bond markets to obtain financing for their operations.

Our funds’ portfolio companies also regularly utilize the corporate loan and bond markets to obtain financing for their operations.

Certain portfolio companies are facing, or may face in the future, increased credit and liquidity risk due to volatility in financial markets, increased costs of existing floating rate indebtedness in a rising interest rate environment, reduced revenue streams and limited or higher cost of access to preferred sources of funding, which could negatively affect us or our funds’ investments.

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Risks Related to Our Industry

The investment management business is intensely competitive, which could have a material adverse effect on our results of operations, financial condition and cash flow.

We compete as an investment manager for both fund investors and investment opportunities.

The investment management business is highly fragmented, with our principal competitors being sponsors of private funds and operating companies acting as strategic buyers of businesses.

The alternative asset management business is intensely competitive, which could have a material adverse effect on our results of operations, financial condition and cash flow.

We compete as an alternative asset management firm for both fund investors and investment opportunities.

The alternative asset management business is highly fragmented, with our principal competitors being sponsors of private funds and operating companies acting as strategic buyers of businesses.

Competition for fund investors is based on a variety of factors, including:

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• some of our competitors may have higher risk tolerances, different risk assessments or lower return thresholds, which could allow them to consider a wider variety of investments and bid more aggressively than us for investments;

• some of our competitors may be more successful than we are in the development of new or customized products to address investor demand for new or different investment strategies and/or regulatory changes, including with respect to private credit products that are developed for individual investors or that target insurance capital;

• some of our competitors may be subject to less regulation or less regulatory scrutiny and, accordingly, may have more flexibility to undertake and execute certain businesses or investments than we do and/or bear less expense to comply with such regulations than we bear;

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• if, as we expect, allocation of assets to alternative investment strategies increases, there may be increased competition for alternative investments and access to fund general partners and managers;

• some of our competitors may have instituted, or may institute, low cost, high speed financial applications and services based on AI, and new competitors may enter the investment management space using new investment platforms based on AI;

• some of our competitors may have instituted, or may institute, low cost, high speed financial applications and services based on AI, and new competitors may enter the alternative asset management space using new investment platforms based on AI;

• some investors may prefer to pursue investments directly instead of investing through one of our funds;

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We may lose investment opportunities in the future if we do not match investment prices, structures and terms offered by competitors.

For example, competitors that are corporate buyers may be able to achieve synergistic cost savings in respect of an investment, which may allow them to submit a higher bid.

For example, competitors that are corporate buyers may be able to achieve synergistic cost savings

in respect of an investment, which may allow them to submit a higher bid.

Alternatively, we may experience decreased investment returns and increased risks of loss if we match investment prices, structures and terms offered by competitors.

As a result, if we are forced to compete with other investment firms on the basis of price, we may be unable to maintain our current fees or other terms.

There is a risk that management fees and performance allocations in the alternative investment management industry will decline, without regard to the historical performance of a manager.

There is a risk that management fees and performance allocations in the alternative asset management industry will decline, without regard to the historical performance of a manager.

Management fee or performance allocation income reductions on existing or future funds, without corresponding decreases in our cost structure, would negatively impact our revenues and profitability and could have a material adverse effect on our results of operations, financial condition and cash flow.

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Climate change and climate policies and regulation could adversely affect our business.

TPG and our portfolio companies face risks associated with climate change, including risks related to climate-related business trends and risks stemming from the physical and transitional impacts of climate change and the impact of climate- and ESG-related legislation, funding, regulation and deregulation (both domestically and internationally).

TPG and our portfolio companies face risks associated with climate change, including risks related to climate-related business trends and risks stemming from the physical and transitional impacts of climate change and the impact of climate-related legislation, funding, regulation and deregulation (both domestically and internationally).

In addition, uncertainties related to climate change and climate change-related regulation may adversely impact our dedicated climate impact and climate transition infrastructure investing products or other related funds, and their respective investments.

New climate change-related regulations, rescission or modification of existing regulations or appropriations or changes in interpretations of existing requirements may result in changes to subsidies, tax, permitting and other requirements and/or enhanced disclosure obligations, which could negatively affect us or our portfolio companies and/or materially increase our or their regulatory burden.

The new Trump Administration has begun to implement significant changes to environmental and energy policies from those that were in place under the Biden Administration.

At this time, we are unable to predict the impact of such changes, but they may be material to us or our portfolio companies.

The Trump Administration has begun to implement significant changes to environmental and energy policies from those that were in place under the Biden Administration.

Such changes may be material to us or our portfolio companies.

Conversely, to the extent a jurisdiction introduces new regulatory requirements, whether the U.S.

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state or a foreign jurisdiction, increased regulations generally increase our or our portfolio companies’ costs, and we or they could continue to experience higher costs if new laws and regulatory requirements require us or them to, among other things, spend more time, hire additional personnel or buy new technology to comply effectively.

Compliance with climate- and other ESG-related rules could result in increased legal and compliance costs and expenses which would be borne by us and our funds.

See “—Risks Related to Our Business—Scrutiny from fund investors and regulators on ESG matters and evolving regulatory and other requirements may affect investment opportunities for our funds, negatively impact our ability to raise or deploy capital from investors and result in additional compliance costs.” At the portfolio company level, while we have invested in sectors that are inherently lower carbon intensity (e.g., technology and healthcare), which decreases some exposure to energy transition risk, there are individual portfolio companies in these and other sectors that could face transition risks related to carbon-related regulations or taxes if such measures are implemented or there is shifting demand for the companies’ products or services.

Compliance with climate- and other sustainability-related rules could result in increased legal and compliance costs and expenses which would be borne by us and our funds.

See “—Risks Related to Our Business— Sustainability-related compliance and reporting may result in increased compliance costs, litigation or enforcement actions, reputational harm, irreconcilable inconsistencies across jurisdictions and/or some investors not investing in or seeking to exit our funds.” At the portfolio company level, while we have invested in sectors that are inherently lower carbon intensity (e.g., technology and healthcare), which decreases some exposure to energy transition risk, there are individual portfolio companies in these and other sectors that could face transition risks related to carbon-related regulations or taxes or there is shifting demand for the companies’ products or services.

In addition, TPG faces business trend-related climate risks.

For our portfolio companies, business trends related to climate change may require capital expenditures, product or service redesigns, and changes to operations and supply chains to meet changing customer expectations.

While this can create opportunities, not addressing these changed expectations could create business risks for portfolio companies, which could negatively impact the returns in our funds.

Furthermore, certain fund investors consider ESG factors, including climate risks, in determining whether to invest in our funds.

Further, significant physical effects of climate change, including extreme weather events such as fires, hurricanes or floods, can also have an adverse impact on certain of our portfolio companies and investments, especially our real asset investments and portfolio companies that rely on physical factories, plants or stores located in the affected areas.

Not addressing these changed expectations could create business model disruptions and other risks for portfolio companies, which could negatively impact the returns in our funds.

Furthermore, certain fund investors consider sustainability factors, including climate risks, in determining whether to invest in our funds.

Further, significant physical effects of climate change, including extreme weather events such as fires, hurricanes or floods, can cause considerable damage to portfolio companies and investments and negatively impact returns, especially our real asset investments and portfolio companies that rely on physical factories, plants or stores located in the affected areas.

Increases in the effects of climate change are expected to exacerbate the frequency and impact of weather and climate related events and conditions.

While the geographic distribution of our portfolio diversifies TPG’s physical climate risk, some physical risk is inherent in the companies in our portfolio, particularly in some real estate holdings and Asia- and Africa-based investments and in the unknown potential for extreme weather that could occur related to climate change.

While we believe the geographic distribution of our portfolio diversifies TPG’s physical climate risk, some physical risk is inherent in the companies in our portfolio, particularly in some real estate holdings and Asia- and Africa-based investments and in the unknown potential for extreme weather that could occur related to climate change.

We expect some funds to face additional climate-related risks of a different nature.

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and EU, around climate change and carbon output control could lead to diminished market demand in various investment sectors.

Additionally, implementation of the Paris Agreement and other climate-related initiatives by international, federal, state and regional policymakers and regulatory authorities and the pace of private actors seeking to reduce greenhouse gas emissions are uncertain.

Additionally, implementation of the Paris Agreement and other climate-related initiatives and the pace of private actors seeking to reduce greenhouse gas emissions are uncertain.

Uneven or slow implementation could negatively impact the speed of growth for the companies in certain funds.

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Recently, markets have been affected by U.S.

interest rates, slower economic growth or recession, inflation, the imposition of trade barriers, ongoing trade negotiations with major U.S.

trading partners, changes in U.S.

interest rates, inflation, the imposition of trade barriers, ongoing trade negotiations with major U.S.

trading partners, slower economic growth or recession, changes in U.S.

tax regulations and geopolitical events such as the ongoing war in Ukraine and conflicts in the Middle East.

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Because our funds generally make a limited number of investments, negative financial results in a few of a fund’s portfolio companies could severely impact the fund’s total returns, which could negatively affect our ability to raise new funds, the performance allocations we receive and the value of our investments.

Further, such negative market conditions could potentially result in a portfolio

company entering bankruptcy proceedings, or in the case of certain real estate funds, the abandonment or foreclosure of investments, which could result in a complete loss of the fund’s investment in such portfolio company and negatively impact the fund’s performance and, consequently, the performance allocations we receive and the value of our investment, as well as our reputation.

Further, such negative market conditions could potentially result in a portfolio company entering bankruptcy proceedings, or in the case of certain real estate funds, the abandonment or foreclosure of investments, which could result in a complete loss of the fund’s investment in such portfolio company and negatively impact the fund’s performance and, consequently, the performance allocations we receive and the value of our investment, as well as our reputation.

Receipt of lower investment returns from our funds during a period of difficult market conditions could cause our cash flow from operations to significantly decrease, which could negatively impact our liquidity position and the amount of cash we have on hand to conduct our operations and pay dividends to our stockholders.

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Poor performance by existing funds as a result of market conditions could impair our ability to raise new funds as could any change in or rebalancing of fund investors’ asset allocation policies.

Investors often allocate to alternative asset classes (including private equity) based on a target percentage of their overall portfolio.

If the value of an investor’s portfolio decreases as a whole, the amount available to allocate to alternative assets (including private equity) could decline.

Investors often allocate to alternative asset classes based on a target percentage of their overall portfolio.

If the value of an investor’s portfolio decreases as a whole, the amount available to allocate to alternative assets could decline.

Further, investors often take into account the amount of distributions they have received from existing funds when considering commitments to new funds.

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Portfolio companies may be unable to obtain necessary regulatory approvals on a timely basis, if at all, and the failure to obtain such approvals may prevent our funds from consummating the applicable investments, which could materially and adversely affect their performance.

Our failure to obtain or maintain any regulatory approvals necessary for

our funds to invest in such industries may disqualify our funds from participating in certain investments or require our funds to divest certain assets.

Our failure to obtain or maintain any regulatory approvals necessary for our funds to invest in such industries may disqualify our funds from participating in certain investments or require our funds to divest certain assets.

In recent years, the SEC and its staff have focused on issues relevant to global investment firms and have formed specialized units devoted to examining such firms and, in certain cases, bringing enforcement actions against the firms, their principals and their employees.

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We have in the past and may in the future be subject to SEC enforcement actions and settlements.

Recent SEC focus areas have also included the use and compensation of, and disclosure regarding, operating partners or consultants, outside business activities of firm principals and employees, group purchasing arrangements, compliance with the SEC’s custody rule, management fee calculations, use of affiliated service providers, general conflicts of interest disclosures and cybersecurity.

marketing rule, management fee calculations, use of affiliated service providers, general conflicts of interest disclosures and cybersecurity.

We generally expect the SEC’s oversight of global investment firms to continue to focus on concerns related to transparency, investor disclosure practices, handling of material non-public information, fees and expenses, valuation, compliance policies and procedures and conflicts of interest, which could impact us in various ways.

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See Note 16, “Commitments and Contingencies—Legal Actions and Other Proceedings.”

The SEC has proposed and/or adopted various new regulations over the past few years applicable to private fund advisers.

Various new regulations have been proposed and/or adopted over the past few years applicable to private fund advisers.

These initiatives include:

• In August 2023, the SEC adopted new rules and amendments to existing rules under the Advisers Act (collectively, the “Private Fund Rules”) specifically related to registered and non-registered advisers and their activities with respect to private funds.

On June 5, 2024, the Fifth Circuit vacated the Private Fund Rules.

The Private Fund Rules would have imposed new and substantial requirements on advisers to private funds, including us, and were expected to significantly impact our business and operations.

Although the Private Fund Rules have been vacated, the SEC may in the future propose new rules and amendments similar to the Private Fund Rules.

• Amendments to Regulation S-P adopted in May 2024 apply privacy safeguarding requirements directly to investment advisers that manage private funds.

See “—Failure to maintain the security of our information and technology networks or data security breaches could harm our reputation and have a material adverse effect on our results of operations, financial condition and cash flow.”

• Rules proposed in February 2022 that would, if adopted, require investment advisers to, among other things, adopt cybersecurity policies and procedures reasonably designed to address cybersecurity risks, develop cybersecurity monitoring and protections and disclose certain information about cybersecurity risks and incidents.

• In February 2022, the SEC proposed rules that would have required investment advisers to adopt cybersecurity policies and procedures reasonably designed to address cybersecurity risks, implement monitoring and protections and disclose certain information about cybersecurity risks and incidents;

however, that proposal was subsequently withdrawn and not adopted.

Notwithstanding the withdrawal, the SEC continues to bring enforcement actions under existing authorities where registrants fail to develop and implement cybersecurity protections that it deems appropriate and adequate to protect against cybersecurity incidents.

• The SEC adopted an expansion of the reporting obligations under Form PF and changes to the beneficial ownership reporting regime applicable to positions in public companies, which are expected to increase investment advisers’ data-gathering and disclosure obligations.

• The SEC has also recently proposed amendments to the existing Advisers Act custody rule that would, if adopted, among other changes, expand the scope of assets that are subject to the rule and require investment advisers to enter into contracts with qualified custodians.

• The SEC has also proposed new rules prohibiting registered investment advisers from outsourcing certain services without first meeting minimum requirements and addressing certain conflicts of interest associated with the use of predictive data analytics, such as AI and machine learning with AI.

These newly adopted or proposed rules are expected to increase compliance burdens and associated regulatory costs and complexity and impose limitations on our investing activities.

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political environment and the resulting uncertainties regarding actual and potential shifts in U.S.

foreign investment, trade, taxation, economic, environmental and other policies under the Trump administration could lead to disruption, instability and volatility in the global markets.

The consequences of previously enacted legislation could also impact our business operations in the future.

foreign investment, trade, taxation, tariff, economic, environmental and other policies under the Trump administration could lead to disruption, instability and volatility in the global markets.

The consequences of previously enacted legislation

could also impact our business operations in the future.

For example, bipartisan legislation enacted in August 2018 has increased and may continue to significantly increase the number of transactions that are subject to the jurisdiction of the Committee on Foreign Investment in the United States (“CFIUS”), which has the authority to review and potentially block or impose conditions on certain foreign investments in U.S.

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Such changes could materially increase the taxes imposed on us or our funds’ portfolio companies.

On July 4, 2025, the bill referred to as the “One Big Beautiful Bill Act” (the “OBBBA”) was enacted into law.

The OBBBA resulted in significant changes to the Code, including changes to the taxation of international businesses, more favorable interest deductibility and accelerated asset depreciation.

Certain aspects of the OBBBA are unclear and require substantial future guidance from the U.S.

Department of the Treasury and other governmental agencies.

See “—Risks Related to Taxation—Changes in relevant tax laws, regulations or treaties or an adverse interpretation of these items by tax authorities could negatively impact our effective tax rate and tax liability.” Further, negative public sentiment could lead to heightened scrutiny and criticisms of our business model generally, or our business and investments in particular.

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FINRA adopted its own set of “pay to play” regulations, which went into effect on August 20, 2017, that are similar to the SEC’s regulations.

In addition, many pay to play regimes (including the SEC pay to play rule for investment advisers) impute the

personal political activities of certain executives and employees, and in some instances their spouses and family members, to the manager for purposes of potential pay to play liability.

In addition, many pay to play regimes (including the SEC pay to play rule for investment advisers) impute the personal political activities of certain executives and employees, and in some instances their spouses and family members, to the manager for purposes of potential pay to play liability.

The Dodd-Frank Act also imposes a regulatory structure on the “swaps” market, including requirements for clearing, exchange trading, capital, margin, reporting and recordkeeping.

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For example, in June 2019, certain members of the U.S.

Congress introduced the Stop Wall Street Looting Act of 2019, a comprehensive bill intended to fundamentally reform the private equity industry.

Congress introduced the Stop Wall Street Looting Act of 2019, a comprehensive bill intended to fundamentally reform the private

equity industry.

In August 2021, legislation was introduced in the Senate proposing to change the definition of carried interest.

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Changing regulations regarding derivatives, including commodity interest transactions, could negatively impact our business.

The regulation of derivatives, including commodity interest transactions in the United States and other jurisdictions, is a rapidly changing area of law and is subject to ongoing modification by governmental, self-regulatory organization and judicial action.

The regulation of derivatives, including commodity interest transactions, in the United States and other jurisdictions, is an evolving area of law and is subject to ongoing modification by governmental, self-regulatory organization and judicial action.

We and our affiliates enter into derivatives transactions for various purposes, including to manage the financial risks related to our business.

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Managers of certain pooled investment vehicles with exposure to certain types of derivatives may be required to register with the CFTC as commodity pool operators and/or commodity trading advisors and become members of the National Futures Association (the “NFA”).

As such, certain of our or our affiliates’ risk management or other commodities interest-related activities may be subject to CFTC oversight.

As such, certain of our or our affiliates’ risk management or other commodity interest-related activities may be subject to CFTC oversight.

To date, we have concluded that the covered activities in which our affiliates engage do not rise to the level of requiring the affiliates to register with the CFTC or become members of the NFA, and instead, these affiliates rely on exemptions from CFTC registration requirements.

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We are subject to a number of laws and regulations governing payments, offers and contributions to or for the benefit of public officials or other parties, including restrictions imposed by the FCPA.

The FCPA prohibits bribery of foreign public officials, government employees and political parties and requires public companies in the United States to keep books and records that accurately and fairly reflect their transactions.

The FCPA prohibits bribery of foreign public officials, government employees and political party officials and requires public companies in the United States to keep books and records that accurately and fairly reflect their transactions.

In addition, the U.S.

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government regulators, including the U.S.

Department of Justice, the SEC and OFAC, have devoted more resources to enforcement of these laws as enforcement has become more of a priority in recent years.

government has also recently used sanctions and export controls to address broader foreign and international economic policy goals, including with respect to certain industries and technologies.

In September 2024, FinCEN adopted a rule requiring registered investment advisers and exempt reporting advisers to, among other measures, adopt an anti-money laundering program and file certain reports with FinCEN.

Department of Justice, the SEC and OFAC, have devoted significant resources to enforcement of these laws.

government has also recently used sanctions and export controls to address broader

foreign and international economic policy goals, including with respect to certain industries and technologies.

Moreover, the U.S.

Department of Justice has also recently adopted updated guidance with respect to the FCPA, prioritizing national security links, including cartels and transnational criminal organizations.

In September 2024, FinCEN published a rule requiring registered investment advisers and exempt reporting advisers to, among other measures, adopt an anti-money laundering program and file certain reports with FinCEN.

The rule also delegates authority to the SEC to monitor compliance with these requirements.

As a result, we expect our investment advisory business to be subject to additional anti-money laundering obligations.

Although FinCEN has since delayed implementation of this rule, we expect our investment advisory business to be subject to additional anti-money laundering obligations in due course.

Certain investments or divestments by our funds that involve a national security nexus may be subject to review and approval by CFIUS.

Foreign Investment Risk Review Modernization Act (“FIRRMA”) and related regulations significantly expanded the types of transactions that are subject to the jurisdiction of CFIUS.

The Foreign Investment Risk Review Modernization Act (“FIRRMA”) and related regulations significantly expanded the types of transactions that are subject to the jurisdiction of CFIUS.

Under FIRRMA, CFIUS has the authority to review and potentially block or impose conditions on certain foreign investments in U.S.

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Congress has also enacted the Protecting Americans’ Data from Foreign Adversaries Act of 2024, which establishes new restrictions on transfers of certain personally identifiable sensitive data to foreign adversary countries and entities controlled by a foreign adversary.

Similarly, regulations issued pursuant to Executive Order 14117, “Preventing Access to Americans’ Bulk Sensitive Personal Data and United States Government-Related Data by Countries of Concern,” may restrict data transfers involving countries of concern or covered persons, including the People’s Republic of China (including Hong Kong and Macau), Russia, Iran, North Korea, Cuba and Venezuela.

Similarly, U.S.

Department of Justice “Data Security Program” regulations issued pursuant to Executive Order 14117, “Preventing Access to Americans’ Bulk Sensitive Personal Data and United States Government-Related Data by Countries of Concern,” restrict, and in some cases prohibit, data transfers involving countries of concern or covered persons, including the People’s Republic of China (including Hong Kong and Macau), Russia, Iran, North Korea, Cuba and Venezuela, which involve certain U.S.

government-related data and bulk human ‘omic, geolocation, biometric, health, financial and other sensitive personal data.

The Data Security Program applies even to data that have been de-identified, anonymized or encrypted.

Entities organized under laws of the United States as well as U.S.

persons are restricted in their ability to provide access to such data to such countries as well as “covered persons” that have certain nexuses to such countries, and they are also required to prohibit foreign parties from making an “onward transfer” of such data to countries of concern and covered persons.

These restrictions may inhibit or preclude our ability to fully realize the value of such data, to use such data effectively or efficiently or to engage in some data transactions that would otherwise be available to entities not subject to the Data Security Program.

Effective January 2, 2025, the Treasury Department’s China-focused Outbound Investment Security Program requires notification of and, in some cases, prohibits certain investments by U.S.

persons in companies that have a nexus to China and are involved in advanced technologies in the artificial intelligence, semiconductor or quantum information sectors.

These requirements may prevent our funds from pursuing or exiting certain investments.

anti-bribery, anti-corruption or anti-money laundering laws, economic sanctions or other export control laws may impose stricter or more onerous requirements than the FCPA or other laws enforced by OFAC, the U.S.

Department of Commerce and the U.S.

Department of State, and compliance with such non-U.S.

persons in companies that have a nexus to China and are involved in advanced technologies in the AI, semiconductor or quantum information sectors.

These requirements, as may be amended or supplemented from time to time, may prevent our funds from pursuing or exiting certain investments.

anti-bribery, anti-corruption or anti-money laundering laws, economic sanctions or other export control laws may impose stricter or more onerous requirements than U.S.

law, and compliance with such non-U.S.

laws may disrupt our business or cause us to incur significantly more costs.

A number of other countries, including countries where we and our funds’ portfolio companies maintain operations or conduct business, have also expanded significantly their enforcement activities, especially in the anti-corruption area.

For example, in the U.K., we are subject to laws regarding the prevention of money laundering and the financing of terrorism as well as laws prohibiting bribery, facilitation of tax evasion and

For example, in the U.K., we are subject to laws regarding the prevention of money laundering and the financing of terrorism as well as laws prohibiting bribery, facilitation of tax evasion and fraud.

Differences between such U.S.

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We cannot predict the nature, scope or effect of future regulatory requirements to which we might be subject or the manner in which existing laws might be administered, interpreted or enforced.

While we have developed and implemented policies and procedures designed to ensure compliance with applicable sanctions, anti-bribery and export control laws, such policies and procedures may not be effective in all instances to prevent violations.

While we have developed and implemented policies and procedures designed to ensure compliance with applicable sanctions, anti-bribery, data transfer and export control laws, such policies and procedures may not be effective in all instances to prevent violations.

Any determination that we have violated these laws could subject us to, among other things, civil and criminal penalties, material fines, profit disgorgement, injunctions on future conduct, securities litigation, disbarment and a general loss of investor confidence, any one of which could have a material adverse effect on our results of operations, financial condition and cash flow.

In addition, depending on the circumstances, we could be liable for violations of applicable anti-corruption, sanctions or export control laws committed by companies in which we or our funds invest (including via successor liability).

In addition, depending on the circumstances, we could be liable for violations of applicable anti-corruption, sanctions or export control laws committed by companies in which we or our funds

invest (including via successor liability).

Our funds’ portfolio companies’ compliance policies and procedures may not prevent all instances of money laundering, bribery, dealings with sanctioned jurisdictions or parties or other prohibited transactions, including those arising from actions by employees, for which we or they might be held responsible.

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Similar to the United States, the current environment in non-U.S.

jurisdictions in which we operate, in particular the EU and the U.K., has become subject to an expanding body of regulation.

jurisdictions in which we operate, in particular the EU, the U.K., India, Japan and Korea, has become subject to an expanding body of regulation.

Governmental regulators and other authorities have proposed or implemented a number of initiatives and additional rules and regulations that could adversely affect our business.

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Business—Regulation and Compliance,” our two entities authorized and regulated in the U.K., TPG Europe and AG Europe, are subject to various regulations.

As our business continues to grow in Europe, these U.K.

authorized entities may be brought within scope of new rules that apply to larger, more complex businesses, which may impose additional costs or restrictions on how those entities operate.

Our funds established, or registered for marketing, in the EU or the U.K.

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These regulatory requirements increase the costs and administrative burden of establishing and operating our funds.

Ongoing legislative developments (including in relation to AIFMD II) may impose further restrictions, costs and complexity.

Ongoing legislative developments may impose further restrictions, costs and complexity.

For example, AIFMD amendments to be implemented in April 2026 (under AIFMD II), will introduce new rules for funds managed or marketed in the EEA, including substantive requirements and restrictions on open-ended funds and funds that “originate loans.” These new requirements will impose additional costs on our business as we implement measures to comply with AIFMD II and will also impose new restrictions on how our European managed funds operate.

In addition, certain of our funds’ portfolio companies are subject to EU and U.K.

regulation that affect their business and, in the case of violations, could result in a range of sanctions.

For example, EU regulatory guidance published in 2017 in relation to leveraged transactions, which applies to certain EU credit institutions, could limit, delay or restrict the availability, or increase the cost, of credit for our funds’ portfolio companies.

Anti-Money Laundering.

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The changes under AMLD5 include new, more stringent customer due diligence measures and reporting requirements.

AMLD5 has added complexity to our internal processes and any perceived shortcomings in our adoption of AMLD5 could create reputational risks to our business.

AMLD5 has added complexity to our internal processes and any perceived or actual shortcomings in our adoption of AMLD5 could create reputational and legal risks to our business.

AMLD6 harmonizes the definition of money laundering across the EU, expands the number of offenses that fall under the definition of money laundering and extends criminal liability to include punishments for legal persons.

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and EU has continued to develop its own autonomous AML regulatory regimes.

More recently, the EU has introduced the Anti-Money Laundering Regulation (“AMLR”), which was adopted in 2024 with the main provisions coming into force in 2027.

Among other things, the AMLR creates a new EU AML Authority, which will begin direct supervision of some large institutions in the EU in 2028, and an EU-wide single rulebook.

The divergence of applicable regulatory regimes increases the risks and complexities of compliance.

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For example, in 2018 the EU Council adopted a directive imposing a reporting obligation on parties to transactions that may involve aggressive tax planning (“DAC6”).

Funds managed or that raise capital across European Member States must comply with the EU’s detailed sustainability-related disclosure regime (the “SFDR”).

In particular, the SFDR requires certain disclosures in relation to whether and, if so, how sustainability risks are taken into account in the investment process.

In addition, for those financial products that have a sustainable investment objective or promote environmental or social characteristics, there is an obligation to disclose such an objective or characteristics in pre-contractual disclosures and report on an ongoing basis their performance in achieving those commitments, among other requirements.

In addition, the EU published a classification system that establishes a list of environmentally sustainable economic activities and sets out four overarching conditions that an economic activity has to meet in order to qualify as environmentally sustainable (the “Taxonomy Regulation”).

The Taxonomy Regulation (to the extent applicable), among other things, introduces mandatory disclosure and reporting requirements for funds that seek to align with the Taxonomy Regulation.

The SFDR regime and Taxonomy Regulation are evolving and subject to ongoing interpretation by regulators and proposals to amend SFDR are expected during the course of 2025.

In addition, the European Securities and Markets Association published guidelines and a related public statement that specify minimum portfolio composition requirements for funds using ESG or sustainability-related terms in their name.

Such rules, where relevant, require our funds to comply with additional investment exclusions, which may impact their investment universe.

In recent years, several other regulators (including in the U.K.) have announced upcoming regulatory initiatives requiring ESG-related disclosures and sustainability-related labels and marketing similar to the SFDR.

Further, the U.K.

has introduced mandatory Taskforce on Climate-related Financial Disclosures-aligned disclosure requirements for any firm providing portfolio management in the U.K.

satisfying certain criteria.

In addition, risks relating to financial and enforcement action may be exacerbated where there are uncertainties regarding the operation of the framework, a lack of official, conflicting or inconsistent regulatory guidance, a lack of established market practice and/or data gaps or methodological challenges affecting the ability to collect relevant data.

To the extent that any applicable jurisdictions enact similar laws and/or frameworks, or modify them, compliance costs may increase significantly, and there is a risk that we may be unable to comply with all of these requirements.

Foreign Direct Investment .

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The National Security Law also applies to non-permanent residents.

Although the extra-territorial reach of the National Security Law remains unclear, there is a risk that its application to conduct outside the Hong Kong Special Administrative Region of the People Republic of China (“Hong Kong”) by non-permanent residents of Hong Kong could limit the activities of or negatively impact us, our funds and/or our funds’ portfolio companies.

Although the extra-territorial reach of the National Security Law remains unclear, there is a risk that its application to conduct outside the Hong Kong Special Administrative Region of the People’s Republic of China (“Hong Kong”) by non-permanent residents of Hong Kong could limit the activities of or negatively impact us, our funds and/or our funds’ portfolio companies.

The United States, the U.K.

and several EU countries have expressed concerns regarding the National Security Law.

The United States and other countries may take action against China, its leaders and leaders of Hong Kong, which may include the imposition of sanctions.

The United States and other countries may take action against China, its leaders and leaders of Hong Kong, which may include the imposition of sanctions or tariffs.

Escalation of tensions resulting from the National Security Law, including conflict between China and other countries, protests and other government measures, as well as other economic, social or political unrest in the future, could negatively impact the security and stability of the region and have a material adverse effect on countries in which we, our funds and our funds’ portfolio companies or any of their respective personnel or assets are located.

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See “—Risks Related to Our Business—Changes in China’s governmental policies could have an adverse effect on our business and operations.”

Data Privacy.

Any perceived or actual failure to comply with data privacy and security laws and regulations could adversely affect our operating results and business.

We and our funds’ portfolio companies collect personally identifiable information and other sensitive and confidential data as an integral part of our business processes.

Our compliance obligations include those relating to U.S.

data privacy and security laws such as the California Consumer Privacy Act (the “CCPA”) and the California Privacy Rights Act (the “CPRA”), which provides for enhanced consumer protections for California residents, a private right of action for data breaches and statutory fines and damages for data breaches or other CCPA or CPRA violations, as well as a requirement of “reasonable” cybersecurity.

The adoption, interpretation and application of privacy laws or regulations in the United States, EU (and its member states), the U.K.

and elsewhere are often uncertain and in flux, and in some cases, laws or regulations in one country may be inconsistent with, or contrary to, those of another country.

The interpretation and application of privacy laws or regulations in the United States, EU (and its member states), the U.K.

and elsewhere is developing and sometimes uncertain, and increasingly laws or regulations in one country may be inconsistent with, or contrary to, those of another country.

Federal, state and foreign government bodies or agencies have in the past adopted, and may in the future adopt, laws and regulations affecting data privacy.

Any of our U.S.

operations may be impacted by a growing movement to adopt comprehensive privacy and data protection laws similar to the GDPR, where such laws focus on privacy as an individual right in general.

For example, California has passed the CCPA.

operations may be impacted by a growing movement to adopt comprehensive privacy and data protection laws similar to the GDPR.

Our compliance obligations include those relating to U.S.

data privacy and security laws such as the California Consumer Privacy Act, as amended by the California Privacy Rights Act (together, the “CCPA”), which provides for enhanced consumer protections for California residents, a private right of action with statutory damages for certain data breaches and statutory fines for other CCPA violations, as well as a requirement of “reasonable” cybersecurity.

The CCPA generally applies to businesses that collect personal information about California consumers, and either meet certain thresholds with respect to revenue or buying and/or selling consumers’ personal information.

The CCPA imposes stringent legal and operational obligations on such businesses as well as certain affiliated entities that share common branding.

Additionally, if unauthorized access, theft or disclosure of a consumer’s personal information occurs, and the business did not maintain reasonable security practices, consumers could file a civil action (including a class action) without having to prove actual damages.

Additionally, if unauthorized access, acquisition, theft or disclosure of a consumer’s personal information occurs, and the business did not maintain reasonable security practices consistent with California law, consumers could file a civil action (including a class action) without having to prove actual damages.

Statutory damages range from $100 to $750 per consumer per incident, or actual damages, whichever is greater.

The California Attorney General also may impose civil penalties ranging from $2,500 to $7,500 per violation.

Further, California passed the CPRA to amend and extend the protections of the CCPA.

Under the CPRA, California will establish a new state agency focused on the enforcement of its privacy laws, likely leading to greater levels of enforcement and greater costs related to compliance with the CCPA and CPRA.

More than a dozen other states in the United States have either passed, proposed or are considering similar laws and regulations to the CCPA and GDPR (such as the Nevada Privacy of Information Collected on the Internet from Consumers Act, which became effective on October 1, 2021, the Virginia Consumer Data Protection Act passed March 2, 2021, the Colorado Privacy Act passed on July 8, 2021, the Utah Consumer Privacy Act passed on March 24, 2022 and the Connecticut Data Privacy Act passed on May 10, 2022, all of which have become effective), which could impose similarly significant costs, potential liabilities and operational and legal obligations.

Such laws and regulations are expected to vary from jurisdiction to jurisdiction, thus further increasing costs, operational and legal burdens, as well as the potential for significant liability.

Many foreign countries and governmental bodies, including the EU and other relevant jurisdictions where we and our funds’ portfolio companies conduct business, have laws and regulations concerning the collection and use of personally identifiable information and other data obtained from their residents or by businesses operating within their jurisdiction that are more restrictive than those in the United States.

Further, California has established a state agency focused on the enforcement of the CCPA, which is leading to greater levels of regulation and enforcement and greater costs related to compliance.

Nearly twenty other states in the United States have either passed, proposed or are considering comprehensive privacy laws and regulations generally similar to the CCPA and GDPR (such as the Nevada Privacy of Information Collected on the Internet from Consumers Act, which became effective on October 1, 2021, the Virginia Consumer Data Protection Act passed March 2, 2021, the Colorado Privacy Act passed on July 8, 2021, the Utah Consumer Privacy Act passed on March 24, 2022 and the Connecticut Data Privacy Act passed on May 10, 2022, all of which have become effective), which could impose similarly significant costs, potential liabilities and operational and legal obligations.

Such laws and regulations vary from jurisdiction to jurisdiction, with certain provisions being materially different and more restrictive than provisions in California, thus further increasing costs, operational and legal burdens, as well as the potential for significant liability.

Many foreign countries and governmental bodies, including the EU, U.K.

and other relevant jurisdictions where we and our funds’ portfolio companies conduct business, have laws and regulations concerning the collection and use of personally identifiable information and other data about individuals in those countries, or by businesses operating within those jurisdictions that are more restrictive than those in the United States.

These more restrictive laws include the GDPR, the U.K.

GDPR, the Hong Kong Personal Data (Privacy) Ordinance and the Australian Privacy Act.

Privacy and cybersecurity laws in China, Hong Kong, Singapore, Korea, Dubai, Abu Dhabi, India and other jurisdictions may also impact data in those jurisdictions, including by requiring the localization of such data or subjecting such systems to intrusive governmental inspections.

These legal and contractual arrangements heighten our privacy obligations in the United States and internationally.

While we have made significant efforts and investment to develop policies and procedures to address data privacy laws, we potentially remain exposed to liability, particularly given the continued and rapid development of privacy laws and regulations around the world and increased enforcement action.

Any inability, or perceived inability, by us or our funds’ portfolio companies to adequately address privacy concerns, or comply with applicable laws, regulations, policies, industry standards and guidance, contractual obligations, or other legal obligations, even if unfounded, could result in significant regulatory liability, third-party liability, increased costs, disruption of our and our funds’ portfolio companies’ business and operations and loss of client (including investor) confidence and other reputational damage.

Furthermore, as new privacy-related laws and regulations are implemented, the time and resources needed for us and our funds’ portfolio companies to comply continues to increase.

Privacy and cybersecurity laws in Singapore, Japan, Korea, Dubai, Abu Dhabi, India and other jurisdictions may also impact data in those jurisdictions.

Laws and regulations in China may require the localization of certain personally identifiable information, or other information, and may subject businesses operating in China to intrusive governmental inspections.

These laws and regulations impose onerous privacy obligations on us in the United States and internationally.

We potentially remain exposed to liability, particularly given the continued and rapid development of privacy laws and regulations around the world and increased enforcement action.

Any inability, or perceived inability, by us or our funds’ portfolio companies to adequately address privacy concerns, or comply with applicable laws, regulations, policies, industry standards and guidance, contractual obligations, or other legal obligations, even if unfounded, could result in significant regulatory enforcement actions and liability (which could include civil or criminal penalties), third-party liability, litigation (including class claims), increased costs, disruption of our and our funds’ portfolio companies’ business and operations and loss of client (including investor) confidence and other reputational damage.

Furthermore, as new privacy-related laws and regulations are implemented, the time and resources needed for us and our funds’ portfolio companies to comply continue to increase.

Artificial Intelligence .

In May 2024, the EU approved a new regulation on AI (the “EU AI Act”), parts of which took effect in late 2024.

In May 2024, the EU approved a new regulation on AI (the “EU AI Act”), parts of which have already taken effect and the remainder of which will take effect by August 2027.

The EU AI Act is a legal framework that governs the development and deployment of AI in the EU.

The framework bans certain uses of AI outright and imposes material obligations on both the providers and deployers of certain other AI activities.

Violations are subject to fines, and regulators have powers to remove non-compliant products from the EU market.

The Colorado Artificial Intelligence Act, California’s Assembly Bill 2013 on Generative Artificial Intelligence and other U.S.

statutes may also impact our ability to use artificial intelligence, restrict innovations or result in

liability for prohibited uses of artificial intelligence technologies.

Violations are subject to potentially significant fines, and regulators have powers to remove non-compliant products from the EU market.

The Colorado Artificial Intelligence Act and other U.S.

statutes may also impact our ability to use AI, restrict innovations or result in liability for prohibited uses of AI technologies.

Other jurisdictions, such as Canada and Brazil, are also considering similar legal frameworks.

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Significant management judgment is required in determining our provision for income taxes, our deferred tax assets and liabilities and any valuation allowance recorded against our net deferred tax assets.

Although management believes its application of current laws, regulations and treaties to be correct and sustainable upon examination by the tax authorities, the tax authorities could challenge our interpretation, resulting in additional tax liability or adjustment to our income tax provision that could increase our effective tax rate.

Although management believes its application of current laws, regulations and treaties to be correct and sustainable upon examination by the tax

authorities, the tax authorities could challenge our interpretation, resulting in additional tax liability or adjustment to our income tax provision that could increase our effective tax rate.

Regarding the impact of our status as a corporation on our income taxes, see Note 12, “Income Taxes,” to the Consolidated Financial Statements.

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There are significant uncertainties relating to the application of the IRA.

Although the IRS and Treasury have released certain guidance under the IRA, including proposed regulations regarding the 15% minimum tax and proposed and final regulations regarding the 1% excise tax, significant uncertainties remain after such guidance was issued, and it is not clear when additional guidance will be issued or whether the proposed regulations will be finalized.

Although the IRS and Treasury have released certain guidance under the IRA, including proposed regulations and other guidance regarding the 15% minimum tax and final regulations regarding the 1% excise tax, significant uncertainties remain after such guidance was issued, and it is not clear when additional guidance will be issued or whether the proposed regulations will be finalized.

The Company will continue to evaluate its future impact if additional guidance is issued by the U.S.

Department of the Treasury.

Additionally, unless extended, several provisions of the Tax Cuts and Jobs Act (the “TCJA”) are set to expire at the end of 2025 and it is not yet clear what tax legislation, if any, will replace the TCJA.

As a result, it is not yet possible to predict the effects such legislation may have on existing relevant tax laws and, by extension, our business, and it is possible any future legislation could negatively impact us, our funds and our funds’ portfolio companies.

See “—Legislative changes have been proposed that would, if enacted, modify the tax treatment of partnership interests.

If this or any similar legislation or regulation were to be enacted and apply to us, we could incur a substantial increase in our compensation costs and it could result in a reduction in the value of our Class A common stock.”

Moreover, the OBBBA was enacted into law in the United States on July 4, 2025.

The OBBBA resulted in significant changes to the Code, including changes to the taxation of international businesses, more favorable interest deductibility and accelerated asset depreciation, as well as making certain temporary provisions of the Tax Cuts and Jobs Act permanent.

Certain aspects of the OBBBA are unclear and require substantial future guidance from the U.S.

Department of the Treasury and other governmental agencies.

In addition, the U.S.

Congress could, in the future, revise or repeal the provisions in the OBBBA or enact other tax law changes, and we are unable to predict which, if any, U.S.

tax reform proposals will be enacted into law, and what effects any enacted legislation might have on the Company.

Congress, the Organization for Economic Co-operation and Development (the “OECD”) and other government agencies in jurisdictions in which we invest or do business remain focused on the taxation of organizations, such as TPG.

7 unchanged sentences

Over 130 members of the Inclusive Framework are participating in the two-pillar plan.

The OECD has published model rules and other guidance with respect to the two-pillar plan, and further additional guidance was published in June 2024 and January 2025.

A number of jurisdictions, including the United Kingdom and certain European Union Member States, have introduced legislation to implement aspects of the pillar two proposals with effect from December 31, 2023 (broadly, the “income inclusion rule” and the “domestic top-up tax”) with further aspects to be introduced from December 31, 2024 (broadly, the “undertaxed payments rule”).

However, such legislation is expected to be subject to further amendment, and additional commentary and administrative guidance is likely to be published in 2025 regarding the proposals that have been implemented.

The OECD has published model rules and other guidance with respect to the two-pillar plan, and further additional guidance and commentary was published throughout 2024 and 2025 and most recently in January 2026.

A number of jurisdictions, including the United Kingdom and certain European Union Member States, have introduced legislation to implement aspects of the pillar two proposals with effect from December 31, 2023 (broadly, the “income inclusion rule” and the “domestic top-up tax”) with further aspects introduced from December 31, 2024 (broadly, the “undertaxed payments rule”).

As the pillar two proposals have partially taken effect in some, but not all, jurisdictions for the taxable year beginning on January 1, 2025, there is still uncertainty as to how the pillar two proposals will be applied evenly during this transition period.

In particular, further to the statement released by the G7 on June 28, 2025 which confirmed that agreement has been reached concerning the operation of a “side-by-side” solution to the application of Pillar Two to U.S.

parented groups, we will evaluate the Administrative Guidance published by the OECD on January 5, 2026 in relation to the side-by-side package and other matters (including safe harbors and other simplification measures).

We are currently monitoring the developments of the two-pillar plan and are evaluating its potential impact on our financial results, though the implementation of any new legislation could negatively impact us, our funds, our funds’ portfolio companies and our investors.

1 unchanged sentence

Under the TCJA, investments must be held for more than three years, rather than the prior requirement of more than one year, for performance allocations to be treated for U.S.

Under the Tax Cuts and Jobs Act (the “TCJA”), investments must be held for more than three years, rather than the prior requirement of more than one year, for performance allocations to be treated for U.S.

federal income tax purposes as capital gain.

28 unchanged sentences

federal income tax return with the TPG Operating Group partnership.

In addition, we may not be able to realize tax benefits covered under the Tax Receivable Agreement and would not be able to recover any payments previously made under the Tax Receivable Agreement, even if the corresponding tax benefits (including any claimed increase in the tax basis of the TPG Operating Group partnership’s assets) were subsequently determined to have been unavailable.

the corresponding tax benefits (including any claimed increase in the tax basis of the TPG Operating Group partnership’s assets) were subsequently determined to have been unavailable.

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 1A. Risk Factors