What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-17 compared with 2025-02-18 · 475 added, 449 removed, 1364 unchanged (40% of the section changed)

Financial Statements a nd Supp lementary Data

Financial Statements and Supplementary Data

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

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Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

As described in Management's Annual Report on Internal Control over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Peppertree Capital Management Inc.

(“Peppertree”), which was acquired on July 1, 2025, and whose financial statements constitute 4.5% of the Company’s total assets and 1.4% of total revenues of the consolidated financial statement amounts as of and for the year ended December 31, 2025.

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

Basis for Opinions

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A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly

reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

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

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

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

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

• We evaluated the appropriateness of management’s assumptions through independent analysis and comparison to external sources.

• We involved more senior, more experienced audit team members and, as needed, our internal fair value specialists, to assist in the evaluation of management’s valuation methodologies and valuation assumptions including the unobservable inputs used to estimate fair value.

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

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

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

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Goodwill 498,188 436,079

Right-of-use assets 552,254 208,501

Deferred tax assets 860,676 352,951

Other assets 297,301 232,386

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Accrued performance allocation compensation 5,399,750 4,376,523

Operating lease liabilities 604,593 223,131

Other liabilities 704,515 384,431

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Interest expense 112,111 87,511 38,528

Expenses of consolidated Public SPACs — 1,053 3,316

Total expenses 4,094,407 3,578,323 2,363,803

Investment income (loss)

Income (loss) from investments:

Net (losses) gains from investment activities ( 2,847 ) ( 29,326 ) 6,564

1 unchanged sentence

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

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

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

Total investment income 90,773 53,417 57,545

Income (loss) before income taxes 666,578 ( 24,824 ) 83,653

Income tax expense 66,993 52,091 60,268

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

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

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

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

Net income (loss) 599,585 ( 76,915 ) 23,385

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

Net loss attributable to non-controlling interests in TPG Operating Group ( 175,927 ) ( 92,411 ) ( 180,824 )

Net income (loss) attributable to non-controlling interests in TPG Operating Group 50,771 ( 175,927 ) ( 92,411 )

Net income attributable to other non-controlling interests 364,226 75,529 23,662

Net income attributable to TPG Inc.

subsequent to Reorganization and IPO $ 23,483 $ 80,090 $ 92,426

$ 184,588 $ 23,483 $ 80,090

Net income (loss) per share data:

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Shares of TPG Inc.

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

Equity Non-Controlling Interests Total Partners' Capital/

Class A Common Stock Class B Common Stock Class A Common Stock, at par value Class B Common Stock, at par value Additional Paid-In Capital Accumulated Deficit Total TPG Inc.

Equity Non-Controlling Interests Total Equity

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

Net income prior to Reorganization and IPO 5,256 — — — — — — — 966 6,222

Change in redemption value of redeemable non-controlling interest prior to Reorganization and IPO ( 110 ) — — — — — — — ( 407 ) ( 517 )

Effect of Reorganization and purchase of units in the Partnership ( 1,611,739 ) 48,984,961 229,652,641 49 230 271,780 ( 27 ) 272,032 1,341,603 1,896

Issuance of common stock in IPO, net of underwriting discount and issuance costs — 28,310,194 — 28 — 784,611 — 784,639 ( 25,426 ) 759,213

Purchase of Partnership Interests with IPO proceeds — — — — — — — — ( 379,597 ) ( 379,597 )

Issuance of common stock from Underwriters' exercise of over-allotment option, net of underwriting discount and issuance costs — 1,775,410 — 2 — 49,754 — 49,756 — 49,756

Equity reallocation between controlling and non-controlling interests prior to Reorganization and IPO — — — — — ( 654,129 ) — ( 654,129 ) 654,129 —

Acquisition of NewQuest — — — — — 33,584 — 33,584 ( 33,584 ) —

Deferred tax effect resulting from purchase of Class A Units, net of amounts payable under Tax Receivable Agreement — — — — — ( 13,232 ) — ( 13,232 ) — ( 13,232 )

Liability-based performance allocation compensation — — — — — — — — ( 3,525,767 ) ( 3,525,767 )

Net income (loss) subsequent to Reorganization and IPO — — — — — — 92,426 92,426 ( 169,531 ) ( 77,105 )

Shares issued for equity-based awards — 169,493 — 0 — 1,088 — 1,088 ( 901 ) 187

Equity-based compensation subsequent to Reorganization and IPO — — — — — 31,841 — 31,841 602,647 634,488

Capital contributions subsequent to Reorganization and IPO — — — — — — — — 13,039 13,039

Net income (loss) — — — — — 80,090 80,090 ( 68,749 ) 11,341

Equity-based compensation — — — — 49,579 — 49,579 590,443 640,022

Capital contributions — — — — — — — 21,769 21,769

Dividends/distributions — — — — — ( 117,495 ) ( 117,495 ) ( 539,309 ) ( 656,804 )

Change in redemption value of redeemable non-controlling interest subsequent to Reorganization and IPO — — — — — 1,342 — 1,342 21,162 22,504

Change in redemption value of redeemable non-controlling interest — — — — 1,457 — 1,457 25,971 27,428

Shares issued for net settlement of equity-based awards 356,443 — 0 — 0 — — — —

Withholding taxes paid on net settlement of equity-based awards — — — — ( 1,752 ) — ( 1,752 ) ( 5,126 ) ( 6,878 )

Deferred tax effects resulting from changes in equity — — — — ( 767 ) — ( 767 ) — ( 767 )

Deferred tax effects for Exchange of Common Units to TPG Inc.

Class A common stock and other equity reallocations 1,000,000 ( 1,000,000 ) 1 ( 1 ) 1,085 — 1,085 — 1,085

Acquisition (see Note 3) — 53,004,985 — 53 ( 53 ) — — 238,067 238,067

Equity reallocation between controlling and non-controlling interest — — — — 57,288 — 57,288 ( 57,288 ) —

Balance at December 31, 2023 80,596,501 281,657,626 $ 80 $ 282 $ 613,476 $ ( 34,681 ) $ 579,157 $ 2,781,977 $ 3,361,134

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Shares of TPG Inc.

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

Class A Common Stock Class B Common Stock Class A Common Stock, at par value Class B Common Stock, at par value Additional Paid-In Capital Accumulated Deficit Total TPG Inc.

Equity Non-Controlling Interests Total Equity

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

Change in redemption value of redeemable non-controlling interest — — — — 1,457 — 1,457 25,971 27,428

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

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

Deferred tax effects resulting from changes in equity — — — — ( 767 ) — ( 767 ) — ( 767 )

Exchange of Common Units to TPG Inc.

Class A Common stock 1,000,000 ( 1,000,000 ) 1 ( 1 ) 1,085 — 1,085 — 1,085

Acquisition (see Note 3) — 53,004,985 — 53 ( 53 ) — — 238,067 238,067

Deferred tax effects for Exchange of Common Units to TPG Inc.

Class A common stock and other equity reallocations 25,901,124 ( 25,901,124 ) 26 ( 26 ) 38,444 — 38,444 — 38,444

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

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Shares of TPG Inc.

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

Class A Common Stock Class B Common Stock Class A Common Stock, at par value Class B Common Stock, at par value Additional Paid-In Capital Accumulated Deficit Total TPG Inc.

Equity Non-Controlling Interests Total Equity

Balance at January 1, 2025 109,211,355 255,756,502 $ 109 $ 256 $ 970,719 $ ( 186,983 ) $ 784,101 $ 2,807,888 $ 3,591,989

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

Net income — — — — — 184,588 184,588 414,997 599,585

Equity-based compensation — — — — 245,804 — 245,804 621,225 867,029

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Shares issued for net settlement of equity-based awards 5,049,790 — 5 — ( 5 ) — — — —

Shares retired ( 517 ) ( 857,626 ) ( 0 ) ( 1 ) 1 — — — —

Withholding taxes paid on net settlement of equity-based awards — — — — ( 71,139 ) — ( 71,139 ) ( 119,424 ) ( 190,563 )

Exchange of Common Units to TPG Inc.

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

Deferred tax effects for Exchange of Common Units to TPG Inc.

Class A common stock and other equity reallocations 35,939,394 ( 35,939,394 ) 36 ( 36 ) 64,135 — 64,135 — 64,135

Equity reallocation between controlling and non-controlling interest — — — — 112,964 — 112,964 ( 112,964 ) —

Deconsolidation of previously consolidated entities — — — — — — — ( 258,359 ) ( 258,359 )

Acquisition of Peppertree 2,913,939 5,372,330 3 5 153,965 — 153,973 57,751 211,724

Balance at December 31, 2025 153,113,961 224,331,812 $ 153 $ 224 $ 1,476,444 $ ( 291,604 ) $ 1,185,217 $ 2,951,158 $ 4,136,375

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Operating activities:

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

Net income (loss) $ 599,585 $ ( 76,915 ) $ 23,385

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

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Depreciation and amortization 144,542 135,386 47,673

Non-cash lease expense 56,471 36,573 23,207

Other non-cash activities 1,351 7,283 29,081

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

Changes in operating assets and liabilities:

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Other liabilities ( 5,091 ) ( 108,769 ) ( 40,283 )

Changes related to consolidated Public SPACs:

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

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

Other assets — 457 18,611

Other liabilities — ( 237 ) ( 7,537 )

Assets and liabilities, net related to consolidated Public SPACs — — 658,952

Net cash provided by operating activities 1,032,395 532,146 720,518

Investing activities:

Acquisition of Peppertree ( 235,154 ) — —

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

Repayments of notes receivable from affiliates — — 14,937

Advances on notes receivable from affiliates — — ( 15,500 )

Purchases of fixed assets ( 28,802 ) ( 28,131 ) ( 16,728 )

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Financing activities:

Proceeds from issuance of common stock in IPO, net of underwriting and issuance costs — — 770,865

Proceeds from issuance of common stock from underwriters' exercise of over-allotment option, net of underwriting and issuance costs — — 49,756

Purchase of partnership interests with IPO proceeds — — ( 379,597 )

Reorganization activities — — 2,124

Proceeds from debt obligations 1,339,000 1,388,500 651,000

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Contributions from holders of other non-controlling interests 258,461 220,934 21,769

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

Dividends/Distributions ( 1,229,045 ) ( 832,491 ) ( 643,224 )

Distributions to partners — — ( 355,282 )

Settlement of contingent liabilities ( 18,646 ) — —

Tax receivable agreement payments ( 9,595 ) — —

Redemption of redeemable equity — — ( 661,001 )

Net cash used in financing activities $ ( 750,360 ) $ ( 344,860 ) $ ( 789,234 )

See accompanying notes to Consolidated Financial Statements.

Year Ended December 31,

2024 2023 2022

Net change in cash, cash equivalents and restricted cash $ 18,079 $ 142,821 $ ( 442,279 )

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All intercompany transactions and balances have been eliminated.

Certain comparative amounts for the prior fiscal period have been reclassified to conform to the financial statement presentation as of and for the period ended December 31, 2024.

Certain comparative amounts for the prior fiscal year have been reclassified to conform to the financial statement presentation as of and for the year ended December 31, 2025.

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

Public SPACs are consolidated pursuant to U.S.

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

GAAP in the relevant years presented, and the accompanying Consolidated Financial Statements include the revenues, expenses and cash flows of the consolidated Public SPACs.

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

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or net income attributable to other non-controlling interests.

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

As of December 31, 2025 and December 31, 2024, the Company did not have any investments in consolidated Public SPACs.

Use of Estimates

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Principles of Consolidation

The types of entities TPG assesses for consolidation include subsidiaries, management companies, broker-dealers, general partners of investment funds, investment funds, SPACs and other entities.

The types of entities TPG assesses for consolidation include subsidiaries, management companies, broker-dealers, general partners of investment funds, investment funds, special purpose acquisition companies (“SPACs”) and other entities.

Each of these entities is assessed for consolidation on a case by case basis depending on the specific facts and circumstances surrounding that entity.

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

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

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

TPG consolidates all VIEs in which it is the primary beneficiary.

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

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

Equity Method Investments – Other

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The Company holds non-controlling ownership interests in which it does not have significant influence over their operations.

The Company records such investments at fair value when there is a readily determinable fair value.

For certain nonpublic partnerships without readily determinable fair values, the Company has elected to measure those investments at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer.

Impairment is evaluated when significant changes occur that may impact the investee in an adverse manner.

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

The Company records such investments at fair value.

Investments Held for Sale and Other

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

Notes to Consolidated Financial Statements

Revenues consisted of the following (in thousands):

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Total revenues $ 4,670,212 $ 3,500,082 $ 2,389,911

Notes to Consolidated Financial Statements

Fees and Other

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In determining the transaction price, the Company includes variable consideration only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized would not occur when the uncertainty associated with the variable consideration is resolved.

Notes to Consolidated Financial Statements

Revenue Streams

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(b) See Note 13 to the Consolidated Financial Statements for amounts classified in due from affiliates.

Notes to Consolidated Financial Statements

Management Fees

The Company provides investment management services to the TPG funds, limited partners, SMAs and clients, and other vehicles in exchange for a management fee.

The Company provides investment management services to the TPG funds, limited partners, separately managed accounts (“SMAs”) and clients, and other vehicles in exchange for a management fee.

Management fees also include catch-up fees, also known as out-of-period management fees, which are fees paid in any given period that relate to a prior period, usually as the result of a new limited partner coming into a fund in a subsequent close.

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

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

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

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

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NAV 0.35 % 2.00 %

Notes to Consolidated Financial Statements

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

These amounts are generally applied as a reduction of the management fee that is otherwise billed to the investment fund and are recorded as a reduction of revenues in the Consolidated Statement of Operations.

For the years ended December 31, 2025, 2024 and 2023 these amounts totaled $ 28.2 million, $ 48.9 million and $ 6.4 million, respectively.

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Monitoring Fees

The Company provides monitoring services to certain portfolio companies in exchange for a fee, which is recognized over time as services are rendered.

Monitoring fees are earned for providing oversight and advisory services to certain portfolio companies.

Monitoring fees are based upon the contractual terms of the related agreements with the underlying portfolio company and are recognized as such services are provided.

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

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After the contract is established, management makes no significant judgments when determining the transaction price.

Notes to Consolidated Financial Statements

Incentive Fees

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See discussion above regarding “Incentive Fees.”

Notes to Consolidated Financial Statements

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

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Performance allocations are either paid in the first quarter following the performance year or during the calendar year if there are investor redemptions and are generally not subject to repayment by the Company.

Performance allocations attributed to certain non-liquid investments (“side pocket investments”) owned by open-end funds is paid when the associated side pocket investments are realized.

Performance allocations attributed to certain non-liquid investments (“side pocket investments”) owned by open-end funds are paid when the associated side pocket investments are realized.

Performance allocations for closed-end funds are allocated to the general partners based on cumulative fund performance as of each reporting date, and after specified investment returns to the funds’ limited partners are achieved.

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In each case, performance allocations are calculated on a cumulative basis and cumulative results are compared to amounts previously recorded with a current period adjustment, positive or negative, recorded.

Notes to Consolidated Financial Statements

The Company ceases to record negative performance allocations once previously recognized performance allocations for a TPG fund have been fully reversed, including realized performance allocations.

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The Company earns management fees, incentive fees and capital allocation-based income (loss) from investment funds and other vehicles whose primary focus is making investments in varying geographical locations and earns transaction and monitoring fees from portfolio companies located in varying geographies, including North America, Europe and Asia-Pacific.

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

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

Investment Income

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

Notes to Consolidated Financial Statements

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

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

Notes to Consolidated Financial Statements

Investment and other income of consolidated Public SPACs

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

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

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

Performance allocation compensation expense and accrued performance allocation compensation is the portion of performance allocations that TPG allocates to certain of its employees and certain other advisors of the Company.

1 unchanged sentence

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

Notes to Consolidated Financial Statements

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

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Cash and cash equivalents include cash on deposit with banks and other short-term investments with an initial maturity of 90 days or less.

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

Derivative Liabilities of Public SPACs

Financial derivative assets and liabilities related to our consolidated Public SPACs’ investment activities consist of warrant liabilities and forward purchase agreements.

The Company recognizes these derivative instruments as assets or liabilities at fair value in the accompanying Consolidated Financial Statements.

Changes in the fair value of derivative contracts entered into by the Company are included in current period earnings.

These derivative contracts are not designated as hedging instruments for accounting purposes.

These derivatives were agreements in which a consolidated Public SPAC and a counterparty agreed to exchange cash flows based on agreed-upon terms.

As a result of the derivative transaction, the Company was exposed to the risk that counterparties would have failed to fulfill their contractual obligations.

To mitigate such counterparty risk, the applicable Public SPAC only entered into contracts with major financial institutions, all of which had investment grade ratings.

Counterparty credit risk is evaluated in determining the fair value of the derivative instruments.

In the normal course of business, the Company incurs commitments and is exposed to risks resulting from its investment and financing transactions, including derivative instruments.

The value of a derivative instrument is based upon an underlying instrument.

These instruments are subject to various risks similar to non-derivative instruments including market, credit, liquidity, performance and operational risks.

The Company manages these risks on an aggregate basis as part of its risk management policies and as such, does not distinguish derivative income or loss from any other category of instruments for financial statement presentation purposes.

The leverage inherent in the Company’s derivative instruments increases the sensitivity of the Company’s earnings to market changes.

Notional amounts often are used to express the volume of these transactions, but the amounts potentially subject to risk are much smaller.

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

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

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

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

Restricted cash balances relate to cash balances reserved for the payment of interest on the Company’s privately placed securitization notes.

Notes to Consolidated Financial Statements

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

The Company accounts for warrants and FPAs of the consolidated Public SPAC’s ordinary shares that are not indexed to its own stock as liabilities at fair value on the balance sheet.

These warrants and FPAs are subject to remeasurement at each balance sheet date and any change in fair value is recognized in the Company’s Consolidated Financial Statements.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance.

For issued or modified warrants and FPAs that do not meet all the criteria for equity classification, the warrants and FPAs are required to be recorded as a liability at their initial fair value on the date of issuance, and each balance sheet date thereafter.

Changes in the estimated fair value of the warrants and FPAs are recognized as a non-cash gain or loss on the Consolidated Financial Statements .

Fair Value Measurement

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

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

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

Goodwill is not amortized.

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Therefore, all fixed payments associated with the lease are included in the ROU asset and the lease liability.

These costs often relate to the fixed payments for a proportionate share of real estate taxes, common area maintenance and other operating costs in addition to a base rent.

These costs often relate to the fixed payments for items such as common area maintenance and other operating costs in addition to a base rent.

Any variable payments related to the lease are recorded as lease expense when and as incurred.

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

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

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

The segment expenses regularly provided to the CODM are the same as those shown on the Company’s Consolidated Statement of Operations.

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

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

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

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

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

Regulated Entities

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Recent Accounting Pronouncements

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

In September, 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software , which is designed to modernize the accounting for software costs for internal-use software.

ASU 2025-06 removes all references to prescriptive and sequential software development stages (referred to as “project stages”) and now states that a reporting entity should begin capitalizing costs once management has authorized and committed funding to the project and determined it is probable that the project will be completed and the software will be used to perform the function intended.

The ASU is effective for the Company beginning after December 15, 2027, with early adoption permitted at the beginning of an annual reporting period.

The Company is currently evaluating the impact of adoption of ASU 2025-06 on its Consolidated Financial Statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) .

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

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

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

Additionally, ASU 2024-03 clarifies that certain other expenses and gains or losses that must be disclosed under existing U.S.

GAAP recorded in a relevant expense caption must also be presented in the same tabular disclosure.

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

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

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

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

Recently Adopted Accounting Guidance

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

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

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

The Company adopted ASU 2023-09 on a prospective basis and included additional disclosures within Note 12 “Income taxes” to comply with the requirements of ASU 2023-09.

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

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

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

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

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

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

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

The guidance will be applied on a prospective basis with the option to apply the standard retrospectively.

Early adoption is permitted.

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

Recently Adopted Accounting Guidance

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

Improvements to Reportable Segment Disclosures.

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

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

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

Refer to Note 2:

Segment Reporting for further details.

The Company’s adoption of ASU 2024-01 on January 1, 2025 did not have a material impact on its Consolidated Financial Statements and disclosures.

Peppertree Acquisition

On July 1, 2025 (the “Peppertree Acquisition Date”), the Company and certain of its affiliated entities completed the acquisition (the “Peppertree Acquisition”) of the business of Peppertree Capital Management, Inc.

(“Peppertree”) pursuant to the terms and conditions set forth in the transaction agreement (the “Peppertree Transaction Agreement”), as amended May 28, 2025, with Peppertree and certain affiliated entities and equity holders thereof (together with Peppertree, the “Peppertree Parties”), a specialized digital infrastructure investment firm with a focus on wireless communications towers.

As a result of the Peppertree Acquisition, the Company expanded its platform diversity, with Peppertree’s alternative investment focus in wireless communications towers and related critical communication infrastructure assets.

Notes to Consolidated Financial Statements

The Company accounted for the Peppertree Acquisition as a business combination under ASC Topic 805, Business Combinations (“ASC 805”), with assets acquired and liabilities assumed recorded at fair value as of July 1, 2025, subject to adjustments for provisional amounts through the measurement period, which is limited to one year from the Peppertree Acquisition Date.

Peppertree contributed revenues of $ 66.9 million and net income of $ 37.3 million to the Company for the period ended December 31, 2025.

Pursuant to the Peppertree Transaction Agreement, the Company acquired Peppertree for both cash and non-cash consideration under U.S.

GAAP equal to $ 389.6 million (“Peppertree Purchase Price”) as described below.

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

Purchase Price

Nonvoting Class A common stock (b)

Total Purchase Price $ 389,632

Recognized amounts of identifiable assets acquired and liabilities assumed

Cash and cash equivalents $ 505

Due from affiliates 2,933

Investments 561,945

Right-of-use asset 1,577

Intangible assets 248,900

Other assets 1,502

Total assets 817,362

Accounts payable and accrued expenses 23,006

Accrued performance allocation compensation 403,052

Operating lease liability 1,577

Other liabilities 4,455

Total liabilities 432,090

Assets acquired/liabilities assumed 385,272

Total Purchase Price 389,632

Non-controlling interest of Peppertree 57,749

Goodwill $ 62,109

_________________

(a) Cash consideration includes $ 2.5 million held in escrow on behalf of the sellers.

(b) Represents the fair value of approximately 2.9 million shares of nonvoting Class A common stock issued to certain Peppertree Parties upon consummation of the Peppertree Acquisition.

The fair value of the shares of nonvoting Class A common stock was based on a $ 52.84 closing price for the shares of Class A common stock on the Peppertree Acquisition Date.

Pursuant to the terms of the Peppertree Transaction Agreement, the Company granted 5.4 million Common Units of TPG Operating Group (including an equal number of shares of Class B common stock of the Company) and 0.3 million restricted stock units of the Company to certain Peppertree Parties, which are deemed to be compensatory under U.S.

GAAP and are not part of the Purchase Price.

Additionally, certain Peppertree Parties will be entitled to an earnout payment of up to $ 300.0 million (the “Peppertree Earnout Payment”) upon the satisfaction of certain fee-related revenue and fundraising targets by Peppertree, payable, at the Company’s election and subject to certain limitations set forth in the Peppertree Transaction Agreement, in cash, Common Units (including an equal number of shares of Class B common stock) or a combination thereof.

The Peppertree Earnout Payment is treated as post-combination compensation expense, as services are required from such Peppertree Parties post-closing.

See Note 18 to the Consolidated Financial Statements for details.

Notes to Consolidated Financial Statements

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

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

The Company recorded $ 62.1 million of goodwill as of the Peppertree Acquisition Date.

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

The goodwill recorded is not deductible for tax purposes.

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

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

Management contracts $ 181,700 Multi-period excess earnings method ("MPEEM")

Contractual performance fee allocations 65,200 Discounted cash flow analysis 6

Trade name 2,000 Relief from royalty method 4.5

Fair value of intangible assets acquired $ 248,900

During the year ended December 31, 2025, the Company incurred $ 21.4 million of acquisition-related costs that were expensed and reported within general, administrative and other expenses in the Consolidated Statements of Operations.

The following unaudited pro forma information presents a summary of the Company’s Consolidated Statements of Operations for the years ended December 31, 2025 and 2024, as if the acquisition was completed as of January 1, 2024 (in thousands):

Year Ended December 31,

Revenues $ 4,766,572 $ 3,672,847

Net income (loss) attributable to TPG Inc./controlling interest 184,190 ( 1,503 )

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

• adjustments to include the impact of the additional amortization that would have been recorded assuming the fair value adjustments to intangible assets had been applied on January 1, 2024;

• adjustments to include additional equity-based compensation expense related to Common Units and restricted stock units issued to Peppertree Parties, as if the grants occurred on January 1, 2024;

• adjustments for changes in the performance allocation compensation to Peppertree Parties in connection with the Peppertree Acquisition;

• adjustments to include transaction costs in net income as if the Peppertree Acquisition occurred on January 1, 2024.

Notes to Consolidated Financial Statements

Angelo Gordon Acquisition

On November 1, 2023 (the “Acquisition Date”), the Company and certain of its affiliated entities (the “TPG Parties”) completed the acquisition (the “Acquisition”) of all of the voting interests and significant economics in Angelo, Gordon & Co., L.P., AG Funds L.P.

On November 1, 2023 (the “Angelo Gordon Acquisition Date”), the Company and certain of its affiliated entities (the “TPG Parties”) completed the acquisition (the “Angelo Gordon Acquisition”) of all of the voting interests and significant economics in Angelo, Gordon & Co., L.P., AG Funds L.P.

and AG Partners, L.P.

(collectively, “Angelo Gordon”) and certain of their affiliated entities (together with Angelo Gordon, the “Angelo Gordon Parties”), an alternative investment firm focused on credit and real estate investing, pursuant to the terms and conditions set forth in the Transaction Agreement (as amended, the “Transaction Agreement”), dated as of May 14, 2023, by and among the TPG Parties and Angelo Gordon Parties.

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

Notes to Consolidated Financial Statements

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

Pursuant to the Transaction Agreement, the Company acquired Angelo Gordon for both cash and non-cash consideration under U.S.

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

The Purchase Price included a combination of:

(collectively, “Angelo Gordon”) and certain of their affiliated entities (together with Angelo Gordon, the “Angelo Gordon Parties”), an alternative investment firm focused on credit and real estate investing, pursuant to the terms and conditions set forth in the transaction agreement (as amended, the “Angelo Gordon Transaction Agreement”), dated as of May 14, 2023, by and among the TPG Parties and Angelo Gordon Parties.

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

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

Pursuant to the Angelo Gordon Transaction Agreement, the Company acquired Angelo Gordon for both cash and non-cash consideration under U.S.

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

The Angelo Gordon Purchase Price included a combination of:

• $ 740.7 million in cash paid at closing;

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• the non-compensatory portion under U.S.

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

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

Notes to Consolidated Financial Statements

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

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

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

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

November 1, 2023

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Out of the closing cash consideration of $ 740.7 million, $ 100.0 million was held in escrow on behalf of the sellers, which was fully released during the year ended December 31, 2024.

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

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

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

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

GAAP and are not part of the Purchase Price.

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

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

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

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

GAAP and are not part of the Angelo Gordon Purchase Price.

Refer to Note 18 to the Consolidated Financial Statements for details.

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

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

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

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

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

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

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

See Note 18 to the Consolidated Financial Statements for details.

Notes to Consolidated Financial Statements

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

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

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

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

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

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

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

The goodwill recorded is not deductible for tax purposes.

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

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

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

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Fair value of intangible assets acquired $ 547,500

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

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

Year Ended December 31,

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

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

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

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

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

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

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

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

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

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

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

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

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

• adjustments to reflect the tax effects of the Angelo Gordon Acquisition and the related adjustments as if Angelo Gordon had been included in the Company’s results as of January 1, 2022;

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

Notes to Consolidated Financial Statements

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

Investments consist of the following (in thousands):

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Investments held for sale and other (a)

Equity method - fair value option — 36,171

Equity method - other 12,661 12,003

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2025 2024 2023

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

Net (losses) gains of investments held for sale and other $ ( 2,227 ) $ 2,572 $ —

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

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

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

Net losses of equity method investments - other ( 838 ) ( 1,217 ) ( 1,306 )

Net gains (losses) from equity investments 218 ( 3,896 ) ( 7,394 )

Total net (losses) gains from investment activities $ ( 2,847 ) $ ( 29,326 ) $ 6,564

Loan Held for Sale

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

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

As of December 31, 2025, the short-term funding arrangement had been settled.

Investments Held to Maturity, at Amortized Cost

In connection with the Acquisition described in Note 3, the Company acquired investments held to maturity, and the carrying value of these investments are included in investments on the Consolidated Statements of Financial Condition.

In connection with the acquisition of Angelo Gordon, the Company acquired investments held to maturity, and the carrying value of these investments are included in investments on the Consolidated Statements of Financial Condition.

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

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Notes to Consolidated Financial Statements

Equity Method Investments, Fair Value Option

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

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

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

Equity Method Investments

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Net income $ 13,661,572 $ 9,259,308 $ 6,957,662

Derivative Instruments

The consolidated Public SPACs enter into derivative contracts in connection with their proprietary trading activities, including warrants and FPAs, which meet the definition of a derivative in accordance with ASC Topic 815, Derivatives and Hedging (“ASC 815”).

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

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

Notes to Consolidated Financial Statements

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

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

Year Ended December 31,

2024 2023 2022

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

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

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

Fair Value Measurement

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Level I Level II Level III Total

Investments held for sale and other (a)

$ — $ — $ 121,995 $ 121,995

Equity investments 128 — — 128

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

Aggregate Annual Cash Holdback Amount (b)

$ — $ — $ 107,991 $ 107,991

Earnout Payment (b)

— — 32,769 32,769

Aggregate Annual Cash Holdback Amount $ — $ — $ 70,875 $ 70,875

Earnout Payment — — 13,727 13,727

Total liabilities $ — $ — $ 84,602 $ 84,602

_______________

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

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

Notes to Consolidated Financial Statements

December 31, 2024

Level I Level II Level III Total

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

Investments held for sale and other (a)

$ — $ — $ 121,995 $ 121,995

Equity investments 128 — — 128

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

Aggregate Annual Cash Holdback Amount (a)

$ — $ — $ 126,779 $ 126,779

Earnout Payment (a)

— — 29,520 29,520

Aggregate Annual Cash Holdback Amount $ — $ — $ 107,991 $ 107,991

Earnout Payment — — 32,769 32,769

Total liabilities $ — $ — $ 140,760 $ 140,760

_________________

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

Notes to Consolidated Financial Statements

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

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

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

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

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Purchases 266,273 119,423

Unrealized gains, net 2,572 —

Proceeds ( 386,041 ) —

Change in unrealized value ( 2,227 ) 2,572

Balance, end of period $ — $ 121,995

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

Acquisition (a)

Unrealized (gains) losses, net (b)

Unrealized gains, net

( 37,512 ) ( 15,539 )

Payments ( 18,646 ) —

Balance, end of period $ 84,602 $ 140,760

_______________

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

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

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

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

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

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

The following tables provide qualitative information about instruments categorized in Level III of the fair value hierarchy as of December 31, 2025 and 2024.

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

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Range (Weighted Average) (b)

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

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

Aggregate Annual Cash Holdback Amount $ 70,875 Present value Discount rate 8.0 %

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Range (Weighted Average) (b)

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

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

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

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Intangible Assets and Goodwill

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

Intangible Assets, Net

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468,700 ( 92,216 ) 376,484 302,000 ( 53,680 ) 248,320

Technology (a)

46,000 ( 13,417 ) 32,583 46,000 ( 1,917 ) 44,083

Technology 46,000 ( 24,917 ) 21,083 46,000 ( 13,417 ) 32,583

Investor relationships 25,000 ( 9,375 ) 15,625 25,000 ( 7,292 ) 17,708

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_________________

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

(a) Includes intangible assets with a net carrying value of $ 227.7 million as of December 31, 2025 related to the acquisition of Peppertree described in Note 3 to the Consolidated Financial Statements.

(b) Includes indefinite-lived intangible assets of $ 1.0 million as of December 31, 2025 and December 31, 2024.

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Total fixed assets, net 98,629 89,454

Deferred tax assets 352,951 24,086

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

Prepaid expenses 87,963 73,422

Deferred placement fees 48,802 26,858

Other 61,907 42,652

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Other liabilities consist of the following (in thousands):

Lease obligation $ 223,131 $ 235,537

Tax Receivable Agreement (see Note 12) $ 316,552 $ 22,465

Clawback liability (see Note 16) 7,925 5,450

4 unchanged sentences

Other liabilities $ 704,515 $ 384,431

Tax Receivable Agreement

Pursuant to the Exchange Agreement, certain non-affiliate parties of TPG Partner Holdings are authorized to exchange Common Units for an equal number of shares of Class A Common Stock.

During the year ended December 31, 2025, these non-affiliate parties exchanged 21,000,000 Common Units, as described in Note 12 to the Consolidated Financial Statements.

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

Accordingly, the Company recorded an additional Tax Receivable Agreement liability in the amount of $ 294.1 million during the year ended December 31, 2025.

As of December 31, 2025 and 2024, other liabilities include $ 316.6 million and $ 22.5 million, respectively, related to these non-affiliate parties.

Contingent Consideration

In connection with the Acquisition described in Note 3, the Company recorded contingent consideration liabilities of $ 152.5 million to reflect the estimated fair value of the contingent consideration for the Earnout Payment and Aggregate Annual Cash Holdback Amount as of the Acquisition Date.

In connection with the Angelo Gordon Acquisition described in Note 3, the Company recorded contingent consideration liabilities of $ 152.5 million to reflect the estimated fair value of the contingent consideration for the Angelo Gordon Earnout Payment and Aggregate Annual Cash Holdback Amount as of the Angelo Gordon Acquisition Date.

Contingent consideration is included in other liabilities on the Consolidated Statements of Financial Condition.

2 unchanged sentences

Repurchase Agreements

In connection with the Acquisition described in Note 3, the Company holds various investments in CLO funds.

In connection with the Angelo Gordon Acquisition described in Note 3, the Company holds various investments in CLO funds.

Northwoods European Management, LLC (“ECLO”), a consolidated subsidiary of the Company has a master repurchase agreement with NWCC Cayman, LLC (“Nearwater”) with respect to the Company’s investment in the debt tranches of various CLO funds.

6 unchanged sentences

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

Notes to Consolidated Financial Statements

ECLO entered into an additional master repurchase agreement with Citibank, N.A.

6 unchanged sentences

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

Notes to Consolidated Financial Statements

Credit and Market Risk

20 unchanged sentences

Furthermore, TPG is exposed to economic risk concentrations related to certain large investments as well as concentrations of investments in certain industries and geographies.

Notes to Consolidated Financial Statements

TPG is exposed to economic risk concentrations insofar as the Company is dependent on the ability of the TPG funds that it manages to compensate it for the services it provides to these TPG funds.

3 unchanged sentences

Interest rate changes may therefore affect the amount of interest payments, future earnings and cash flows.

Notes to Consolidated Financial Statements

TPG’s derivative financial instruments contain credit risk to the extent that its counterparties may be unable to meet the terms of the agreements.

25 unchanged sentences

Maximum exposure to loss $ 4,711,619 $ 3,795,649

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

Additionally, cumulative performance allocations of $ 7.3 billion and $ 6.0 billion as of December 31, 2025 and December 31, 2024, respectively, are subject to reversal in the event of future losses.

Notes to Consolidated Financial Statements

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

1 unchanged sentence

As a result, RemainCo represents a non-consolidated VIE.

Notes to Consolidated Financial Statements

RemainCo Performance Earnings Agreement

8 unchanged sentences

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

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

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

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

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

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

RemainCo Administrative Services Agreement

6 unchanged sentences

The notes issued by these VIEs are backed by the cash flows related to the Company’s equity method investments (“Participation Rights”) in certain funds.

The Company determined that it is the primary beneficiary of the securitization vehicles because (i) its servicing responsibilities for the Participation Rights give the Company the power to direct the activities that most significantly impact the performance of the VIEs, and (ii) its variable interests in the VIEs give the Company the obligation to absorb losses and the right to receive residual returns that could potentially be significant.

In 2019, certain subsidiaries of the Company issued an additional $ 50.0 million in privately placed securitization notes.

The Company determined that it is the primary beneficiary of the securitization vehicles because

Notes to Consolidated Financial Statements

(i) its servicing responsibilities for the Participation Rights give the Company the power to direct the activities that most significantly impact the performance of the VIEs, and (ii) its variable interests in the VIEs give the Company the obligation to absorb losses and the right to receive residual returns that could potentially be significant.

In 2019, certain subsidiaries of the Company issued an additional $ 50.0 million in privately placed securitization notes.

The transfer of Participation Rights to the special purpose entities are considered sales for legal purposes.

However, the Participation Rights and the related debt remain on the Company’s Consolidated Statements of Financial Condition.

The Company recognizes interest expense on the secured borrowings issued by the special purpose entities.

The Company recognizes interest expense on the Secured Notes issued by the special purpose entities.

The Participation Rights of the VIEs, cash and restricted cash serve as the sole source of repayment for the notes issued by these entities.

14 unchanged sentences

Due to affiliates and other 131 162

Secured borrowings, net 245,875 245,567

Secured notes, net 246,183 245,875

Total liabilities $ 246,505 $ 246,228

1 unchanged sentence

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

Notes to Consolidated Financial Statements

Debt Obligations

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

The Senior Notes will mature on March 5, 2034, unless earlier accelerated, redeemed or repurchased.

On August 14, 2025, the Notes Issuer completed an offering of $ 500.0 million aggregate principal amount of Senior Notes due 2036.

The 2036 Senior Notes will mature on January 15, 2036, unless earlier accelerated, redeemed or repurchased.

The 2036 Senior Notes are fully and unconditionally guaranteed, jointly and severally, by each of the Guarantors, and are unsecured and unsubordinated obligations of the Notes Issuer and the Guarantors.

The Senior Notes bear interest at a rate of 5.875 % per annum.

Interest on the Senior Notes is payable semi-annually in arrears on March 5 and September 5 of each year, beginning on September 5, 2024.

The 2036 Senior Notes bear interest at a rate of 5.375 % per annum, which is payable semi-annually in arrears on January 15 and July 15 of each year, beginning on January 15, 2026.

The 2036 Senior Notes contain certain covenants which, subject to certain limitations, restrict the ability of the Notes Issuer and, as applicable, the Guarantors to merge, consolidate or sell, assign, transfer, lease or convey all or substantially all of their combined assets, or create liens on the voting stock of their subsidiaries.

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

The Subordinated Notes bear interest at a rate of 6.950 % per annum.

Interest on the Subordinated Notes is payable quarterly in arrears on March 15, June 15, September 15 and December 15 of each year, beginning on June 15, 2024, subject to the Notes Issuer’s right, on one or more occasions, to defer the payment of interest on the notes for up to five consecutive years.

The Subordinated Notes are fully and

Notes to Consolidated Financial Statements

unconditionally guaranteed, jointly and severally, by each of the Guarantors, and are unsecured and subordinated obligations of the Notes Issuer and the Guarantors.

The Subordinated Notes will mature on March 15, 2064, unless earlier accelerated, redeemed or repurchased.

The Subordinated Notes may be redeemed at the Notes Issuer’s option (i) in whole at any time or in part from time to time on or after March 15, 2029 at a redemption price equal to their principal amount plus any accrued and unpaid interest, (ii) upon occurrence of a Tax Redemption Event, as defined in the Subordinated Notes’ First Supplemental Indenture, at a price equal to 100 % of their principal amount plus any accrued and unpaid interest or (iii) in whole, but not in part, at any time prior to March 15, 2029 upon the occurrence of a Rating Agency Event, as defined in the Subordinated Notes’ First Supplemental Indenture, at a price equal to 102 % of their principal amount plus any accrued and unpaid interest.

The Subordinated Notes contain certain covenants which, subject to certain limitations, restrict the ability of the Notes Issuer and, as applicable, the Guarantors to merge, consolidate or sell, assign, transfer, lease or convey all or substantially all of their combined assets, or create liens on the voting stock of their subsidiaries.

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

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

Transaction costs related to the 2036 Senior Notes issuance have been capitalized and are amortized over the life of the 2036 Senior Notes.

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

As of December 31, 2025 As of December 31, 2024

Debt Origination Date Maturity Date Borrowing Capacity Carrying Value Interest Rate Carrying Value Interest Rate

Maturity Date Borrowing Amount Carrying Value Interest Rate Carrying Value Interest Rate

Senior Unsecured Revolving Credit Facility (a)

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

May 2030 $ 1,750,000 $ — 4.74 % $ — 5.43 %

2034 Senior Notes (b)

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

Subordinated Notes (c)

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

Senior Unsecured Term Loan (d)

December 2021 — — — — 198,485 6.45 %

Secured Borrowings - Tranche A (e)

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

Secured Borrowings - Tranche B (e)

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

March 2034 600,000 594,700 5.88 % 594,051 5.88 %

2036 Senior Notes (c)

January 2036 500,000 491,353 5.38 % — — %

Subordinated Notes (d)

March 2064 400,000 390,311 6.95 % 390,058 6.95 %

Secured Notes - Tranche A (e)

June 2038 200,000 196,931 5.33 % 196,683 5.33 %

Secured Notes - Tranche B (e)

June 2038 50,000 49,252 4.75 % 49,192 4.75 %

364-Day Revolving Credit Facility (f)

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

April 2026 300,000 — 5.69 % 52,000 6.33 %

Subordinated Credit Facility (g)

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

August 2027 30,000 — 6.04 % — 6.68 %

Total debt obligations $ 3,830,000 $ 1,722,547 $ 1,281,984

_________________

(a) The Senior Unsecured Revolving Credit Facility, as amended, has aggregate revolving commitments of $ 1.2 billion and is scheduled to mature on September 26, 2028.

Dollar-denominated principal amounts outstanding under the Amended Senior Unsecured Revolving Credit Facility accrue interest, at the option of the applicable borrower, either (i) at a base rate plus applicable margin not to exceed 0.25 % per annum or (ii) at a term SOFR rate plus a 0.10 % per annum adjustment and an applicable margin not to exceed 1.25 %.

The Senior Unsecured Revolving Credit Facility contains customary representations, covenants and events of default.

Financial covenants consist of a maximum leverage ratio and a requirement to keep a minimum amount of fee-earning assets under management, each tested quarterly.

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

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

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

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

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

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

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

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

Notes to Consolidated Financial Statements

restricted cash.

The secured borrowings are separated into two tranches.

Tranche A secured borrowings were issued in May 2018 at a fixed rate of 5.33 % with an aggregate principal balance of $ 200.0 million due June 21, 2038, with interest paid semiannually.

Tranche B secured borrowings were issued in October 2019 at a fixed rate of 4.75 % with an aggregate principal balance of $ 50.0 million due June 21, 2038, with interest paid semiannually.

The secured borrowings contain an optional redemption feature giving the Company the right to call the notes in full or in part.

If the secured borrowings are not redeemed on or prior to June 20, 2028, the Company is required to pay additional interest equal to 4.00 % per annum.

The secured borrowings contain covenants and conditions customary in transactions of this nature, including negative pledge provisions, default provisions and operating covenants, limitations on certain consolidations, mergers and sales of assets.

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

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

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

Alternate Base Rate (“ABR”) loans are denominated in US Dollars and subject to a variable interest rate computed daily as the higher of the Federal Funds Rate plus 0.50 % or the one-month Term SOFR plus 1.00 %, plus an applicable margin of between 1.00 % and 2.00 %, depending on the term of the loan.

Term Benchmark Loans may be denominated in US Dollars or Euros, and are subject to a fixed interest rate computed as the SOFR rate for a period comparable to the term of the loan in effect two business days prior to the date of borrowing, plus an applicable margin of between 2.00 % and 3.00 %, depending on the term of the loan.

Risk-Free Rate (“RFR”) loans are denominated in Sterling and subject to a fixed interest rate computed daily as the Sterling Overnight Index Average (“SONIA”) in effect five business days prior to the date of borrowing, plus an applicable margin of between 2.00 % and 3.00 %, depending on the term of the loan.

The subsidiary is also required to a pay a quarterly facility fee equal to 0.30 % per annum of the total facility capacity of $ 150.0 million, as well as certain customary fees for any issued loans.

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

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

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

(a) As of December 31, 2025, the Senior Unsecured Revolving Credit Facility has aggregate revolving commitments of $ 1.75 billion.

Dollar-denominated principal amounts outstanding under the Senior Unsecured Revolving Credit Facility accrue interest, at the option of the applicable borrower, either (i) at a base rate plus applicable margin not to exceed 0.20 % per annum or (ii) at a term SOFR rate plus a 0.10 % per annum adjustment and an applicable margin not to exceed 1.20 %.

In May 2025, the Company amended the Senior Unsecured Revolving Credit Facility to extend the maturity date to May 1, 2030 and increased the size of the Senior Unsecured Revolving Credit Facility to $ 1.65 billion.

In June 2025, the Company further amended the Senior Unsecured Revolving Credit Facility to increase the size of the Senior Unsecured Revolving Credit Facility to $ 1.75 billion.

(b) On March 5, 2024, the Notes Issuer issued $ 600.0 million aggregate principal amount of Senior Notes due 2034 with interest payable semi-annually in arrears on March 5 and September 5 of each year, beginning on September 5, 2024.

(c) The 2036 Senior Notes were issued on August 14, 2025 with interest payable semi-annually in arrears on January 15 and July 15 of each year, beginning on January 15, 2026.

(d) On March 4, 2024, the Notes Issuer issued $ 400.0 million aggregate principal amount of Fixed-Rate Junior Subordinated notes due 2064 with interest payable quarterly in arrears on March 15, June 15, September 15 and December 15 of each year, beginning on June 15, 2024, subject to the Notes Issuer’s right, on one or more occasions, to defer the payment of interest on the notes for up to five consecutive years.

(e) The Company’s Secured Notes are issued using on-balance sheet securitization vehicles, as further discussed in Note 10 to the Consolidated Financial Statements.

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

In April 2025, the consolidated subsidiary amended the 364 -Day Credit Facility to increase the aggregate principal amount of the existing commitments to $ 300.0 million and extend the commitment termination date to April 9, 2026.

(g) On August 2014, a consolidated subsidiary of the Company entered into two $ 15.0 million subordinated revolving credit facilities, for a total commitment of $ 30.0 million.

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

In August 2025, the subsidiary extended the maturity date of the Subordinated Credit Facility from August 2026 to August 2027.

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

Notes to Consolidated Financial Statements

At December 31, 2025, the Company was in compliance with all covenants under the debt obligations.

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

Fair Value as of December 31

2034 Senior Notes (a)

$ 627,402 $ 614,844

2036 Senior Notes (a)

Subordinated Notes (b)

Secured Borrowings - Tranche A (c)

397,600 406,720

Secured Borrowings - Tranche B (c)

Secured Notes - Tranche A (c)

198,960 196,403

Secured Notes - Tranche B (c)

49,070 48,194

_________________

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

2 unchanged sentences

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

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

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

During the years ended December 31, 2025, 2024 and 2023 the Company incurred interest expense of $ 102.3 million $ 77.1 million and $ 31.8 million respectively, on its debt obligations.

6 unchanged sentences

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

Notes to Consolidated Financial Statements

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

3 unchanged sentences

United States $ 130,081 $ ( 144,214 ) $ 18,303

International 119,390 65,350 ( 104,624 )

Foreign 536,497 119,390 65,350

$ 666,578 $ ( 24,824 ) $ 83,653

Notes to Consolidated Financial Statements

The Company has provided U.S.

6 unchanged sentences

State and local 11,583 8,368 6,680

International 11,906 9,198 5,443

Foreign 15,327 11,906 9,198

37,176 46,734 40,192

2 unchanged sentences

State and local ( 14,758 ) 88 1,570

International ( 10,143 ) 248 ( 732 )

Foreign ( 11,953 ) ( 10,143 ) 248

29,817 5,357 20,076

1 unchanged sentence

Notes to Consolidated Financial Statements

During 2025, we adopted ASU 2023-09 on a prospective basis.

See Note 2—Summary of Significant Accounting Policies—Recently Adopted Accounting Guidance for additional details on the adoption of ASU 2023-09.

A reconciliation of the U.S.

federal statutory income tax rate to our effective tax rate pursuant to the disclosure requirements of ASU 2023-09 for the year ended December 31, 2025 is as follows (in thousands, except percentages):

Year Ended December 31, 2025

Provision for income taxes at U.S.

federal statutory rate $ 139,981 21.0 %

State and local income taxes, net of federal benefit (a)

( 3,579 ) ( 0.5 )

Foreign tax effects:

Cayman Islands

Income not subject to tax ( 90,307 ) ( 13.6 )

Income not subject to tax ( 15,962 ) ( 2.4 )

Other reconciling items ( 63 ) —

Other foreign jurisdictions ( 1,995 ) ( 0.3 )

Effect of changes in tax laws or rates enacted in the current period — —

Effect of cross-border tax laws:

Foreign branch 108,824 16.3

Foreign tax credits ( 4,160 ) ( 0.6 )

Changes in valuation allowances 6,960 1.0

Nontaxable or nondeductible items:

Non-deductible compensation 34,524 5.2

Equity-based compensation windfall ( 14,209 ) ( 2.1 )

Other ( 776 ) ( 0.1 )

Changes in unrecognized tax benefits 1,492 0.2

Other adjustments:

Income passed through to partners ( 89,445 ) ( 13.4 )

Other ( 4,292 ) ( 0.6 )

Total tax provision and effective tax rate $ 66,993 10.1 %

________________

(a) State and local taxes in New York, California, Minnesota, and New York City made up the majority (greater than 50%) of the tax effect in this category.

Notes to Consolidated Financial Statements

The following table reconciles the U.S.

federal statutory tax rate to the effective income tax rate of the Company’s income tax expense for the years ended December 31, 2024 and December 31, 2023:

Year Ended December 31,

federal taxes at statutory rate 21.0 % 21.0 %

Income passed through to partners ( 73.5 ) 9.6

State and local income taxes ( 35.5 ) 12.0

Foreign taxes, net of U.S.

foreign tax credits ( 36.8 ) 7.7

Equity-based compensation ( 104.0 ) ( 1.3 )

Change in TPG Operating Group tax basis estimate

Return to Provision 13.9 ( 0.9 )

Change in valuation allowance 33.6 20.8

Change in tax status of statutory subsidiaries — 2.9

Other reconciling items ( 28.5 ) 0.2

Effective income tax rate ( 209.8 %) 72.0 %

Income taxes are provided at the applicable statutory rates.

6 unchanged sentences

Equity-based compensation 37,034 21,752

Lease liability 2,116 2,029

Operating lease liabilities 5,283 2,116

Foreign tax credits 2,815 1,111

5 unchanged sentences

Right-of-use assets $ 4,812 $ 1,869

Intangibles 6,298 6,989

Intangible assets, net 8,010 6,298

Deferred tax liabilities, net $ 13,336 $ 8,220

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

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

Notes to Consolidated Financial Statements

As of December 31, 2025 and December 31, 2024, the Company has recognized net deferred tax assets before the considerations of valuation allowances in the amount of $ 993.9 million and $ 436.0 million, respectively, which primarily relates to excess income tax basis versus book basis differences in connection with the Company’s investment in the TPG Operating Group.

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

At December 31, 2025 the Company has foreign tax credits available in the United States in the amount of $ 2.8 million, which will begin to expire in 2033 if not utilized.

The Company does not have any U.S.

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

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

The Company has U.S.

federal and state and local net operating loss carryforwards of $ 0.7 million that may be carried forward indefinitely and approximately $ 1.2 million of net operating loss carryforwards related to foreign jurisdictions expected to expire beginning in 2026.

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

Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment.

In projecting its taxable income, the Company begins with historic results and incorporates assumptions of the amount of future pretax operating income.

In projecting its taxable income, the Company begins with historic results and incorporates assumptions of the amount of future pre-tax operating income.

The assumptions about future taxable income require significant judgment and are consistent with the plans and estimates that the Company uses to manage its business.

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

Notes to Consolidated Financial Statements

As of December 31, 2025 and December 31, 2024, the Company has recognized a valuation allowance of $ 141.3 million and $ 89.3 million, respectively, which primarily relates to the Company’s investment in the TPG Operating Group.

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

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

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

The Company has recognized valuation allowances against certain foreign tax credits available for use in the United States in the amount of $ 0.4 million, which are expected to expire unutilized, The Company also recognized a valuation allowance of $ 0.2 million primarily related to foreign net operating loss carryforwards, as it is more likely than not that this portion of our foreign deferred tax assets is not realizable.

The current year net increase in our valuation allowance, as compared to the prior year, was $ 51.9 million of which a $ 10.2 million increase was charged to income tax expense and a $ 41.7 million increase was recognized through equity.

As of December 31, 2025 and December 31, 2024, the Company’s liability pursuant to the Tax Receivable Agreement related to the Reorganization and subsequent exchanges of TPG Operating Group partnership units for common stock was $ 811.6 million and $ 331.3 million, respectively.

Approximately $ 495.1 million of the Tax Receivable Agreement liability is attributable to Related Parties further described in Note 13 and $ 316.6 million is attributable to non-affiliates recorded in other liabilities.

During the year ended December 31, 2025, certain holders of Common Units exchanged 35,939,394 Common Units for an equal number of shares of Class A Common Stock as described in Note 19 to the Consolidated Financial Statements.

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

In connection with these exchanges, the Company recorded an additional liability pursuant to the Tax Receivable Agreement of $ 476.1 million.

During the year, the liability pursuant to the Tax Receivable Agreement increased by an additional $ 13.8 million primarily due to changes in estimates used in measuring the liability, including updates to the state tax rates and other assumptions to estimate future payment obligations under the Tax Receivable Agreement.

During the year ended December 31, 2025, the Company made payments of $ 9.6 million in connection with the Tax Receivable Agreement.

The following table reconciles the U.S.

federal statutory tax rate to the effective income tax rate of the Company’s income tax expense:

Year Ended December 31,

2024 2023 2022

federal taxes at statutory rate 21.0 % 21.0 % 21.0 %

Income passed through to partners ( 73.5 ) 9.6 ( 136.2 )

State and local income taxes ( 35.5 ) 12.0 ( 25.9 )

Foreign Taxes, net of U.S.

foreign tax credits ( 36.8 ) 7.7 ( 17.3 )

Equity-based compensation ( 104.0 ) ( 1.3 ) 2.0

Change in TPG Operating Group tax basis estimate

Return to Provision 13.9 ( 0.9 ) 3.9

Change in valuation allowance 33.6 20.8 ( 4.3 )

Change in tax status of statutory subsidiaries — 2.9 —

Other reconciling items ( 28.5 ) 0.2 ( 1.7 )

Effective income tax rate ( 209.8 %) 72.0 % ( 136.8 %)

The Company’s effective tax rate was ( 209.8 )%, 72.0 % and ( 136.8 )% for the years ended December 31, 2024, 2023 and 2022, respectively.

The Company’s effective tax rate is dependent on many factors, including the estimated amount of income subject to tax.

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

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

Notes to Consolidated Financial Statements

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Additions related to current year positions 581 28 711

Additions related to prior year positions

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

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Unrecognized tax benefits - December 31 $ 2,839 $ 1,998 $ 1,987

The Company recognizes interest accrued on uncertain tax benefits in income tax expense.

The Company recognizes interest and penalties accrued on uncertain tax benefits in income tax expense.

For the years ended December 31, 2025, 2024 and 2023, the Company recognized interest of $ 1.3 million, $ 1.1 million and $ 0.9 million, respectively.

The Company recognized penalties of $ 1.5 million, $ 1.1 million and $ 1.1 million for the years ended December 31, 2025, and 2024 and 2023, respectively.

As of December 31, 2024, the Company has unrecognized tax benefits of $ 4.2 million, which, if recognized, would impact the effective tax rate.

As of December 31, 2025, the Company has unrecognized tax benefits and accrued interest and penalties of $ 5.7 million, which, if recognized, would impact the effective tax rate.

The Company does not believe that it has any tax position for which it is reasonably possible that it will be required to record significant amounts of unrecognized tax benefits within the next twelve months.

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

Notes to Consolidated Financial Statements

Pursuant to the disclosure requirements of ASU 2023-09, the following table summarizes income taxes paid (net of refunds) exceeding 5 percent of total income taxes paid (net of refunds) in the following jurisdictions (in thousands):

Year Ended December 31, 2025

US Federal $ 4,783

US State and Local

California 1,693

New York City 10,125

Singapore 3,666

Total income taxes paid (net of refunds) $ 30,286

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the United States.

The OBBBA, among other things, includes an extension of certain expiring provisions of the Tax Cuts and Jobs Act.

The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.

The Company will continue to evaluate its future impact as regulations are issued by the U.S.

Department of the Treasury.

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

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

The Company is monitoring developments and evaluating the potential impact.

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

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

Several jurisdictions in which the Company operates have enacted these rules.

In January 2026, the OECD released Administrative Guidance that introduced new Safe Harbors including one that exempts U.S.-parented multinational groups from various aspects of the GloBE rules.

The Company will continue to monitor for legislative changes related to this guidance.

As of December 31, 2025, the Company has analyzed enacted legislation and determined that the effects of Pillar Two are not material to the Company’s financial statements.

Notes to Consolidated Financial Statements

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Tax Receivable Agreement

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

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

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

During the year ended December 31, 2025, these current and former partners and employees exchanged 14,939,394 Common Units, as described in Note 19 to the Consolidated Financial Statements.

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

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

During the year ended December 31, 2025, the Company recorded an additional Tax Receivable Agreement liability in the amount of $ 189.9 million in connection with certain current and former employees and partners of TPG Partner Holdings.

As of December 31, 2025 and December 31, 2024, the Company has recorded a Tax Receivable Agreement liability of $ 495.1 million and $ 308.9 million, respectively, in connection with certain current and former employees and partners of TPG Partner Holdings, which is included in the partners and employees balance in due to affiliates in the Consolidated Statements of Financial Condition.

Fund Investments

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The Company disclosed revenues in Note 2 to the Consolidated Financial Statements.

Notes to Consolidated Financial Statements

Loans to Affiliates

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

Notes to Consolidated Financial Statements

Line of Credit Arrangement

On August 26, 2025, TPG Operating Group II, L.P.

entered into an unsecured, uncommitted line of credit (the “Line of Credit”) with an affiliate of TPG Private Equity Opportunities (“T-POP”) to provide for up to a maximum aggregate principal amount of $ 250.0 million.

No amount was outstanding on the Line of Credit as of December 31, 2025.

RemainCo Administrative Services Agreement

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

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

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

The fees earned by the Company for the years ended December 31, 2025, 2024 and 2023, were $ 12.7 million, $ 15.9 million and $ 17.8 million, respectively, and recorded in fees and other in the Consolidated Statements of Operations.

Other Related Party Transactions

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

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

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

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

As of April 2024, the contracts to provide services to such party have ended, and as such, no fees were recognized during the year ended December 31, 2025.

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

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

Redeemable Equity

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

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

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

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

As of December 31, 2025 and 2024 the Company no longer had any investment in consolidated Public SPACs.

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

Redeemable Equity from Consolidated Public SPACs

Notes to Consolidated Financial Statements

The consolidated Public SPACs entered into derivative contracts in connection with their proprietary trading activities, including warrants and FPAs, which meet the definition of a derivative in accordance with ASC Topic 815, Derivatives and Hedging (“ASC 815”).

As of December 31, 2025 and December 31, 2024, the Company did not hold any FPAs or warrants.

Net gains on derivative instruments are included in the Consolidated Statements of Operations as investment and other income of consolidated Public SPACs for the year ended December 31, 2023 was $ 0.7 million.

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

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As of December 31, 2025 and 2024, the Company held no redeemable equity.

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

Notes to Consolidated Financial Statements

The following table summarizes the adjustments to redeemable equity (in thousands):

Year Ended December 31, 2023

2024 2023 2022

Beginning balance $ 653,635

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Total redeemable equity $ —

Supplemental non-cash financing activities related to deferred underwriting costs for Public SPACs for the Consolidated Statements of Cash Flows during the year ended December 31, 2023 and 2022 was $ 22.8 million and $ 12.3 million, respectively.

Notes to Consolidated Financial Statements

Operating Leases

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Weighted-average discount rate 5.62 % 5.03 % 5.09 %

_________________

(a) Office rent expense for the years ended December 31, 2025, 2024 and 2023, was $ 90.0 million, $ 48.2 million and $ 29.7 million, respectively.

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Cash paid for amounts included in the measurement of lease liabilities $ 54,046 $ 42,272 $ 34,492

Right-of-use assets obtained in the Acquisition (see Note 3) — 107,716 —

Other non-cash changes in right-of-use assets 19,502 13,057 6,311

Non-cash right-of-use assets and lease liability termination ( 2,038 ) ( 743 ) ( 13,375 )

Notes to Consolidated Financial Statements

Right-of-use assets obtained in the acquisition of Angelo Gordon — — 107,716

Right-of-use assets obtained in exchange for new operating lease liabilities 400,339 19,502 13,057

Other non-cash changes in right-of-use assets and operating lease liabilities ( 114 ) ( 2,038 ) ( 743 )

The following table shows the undiscounted cash flows on an annual basis for operating lease liabilities as of December 31, 2025 (in thousands):

Year Due Lease Amount

2025 $ 38,927

Total future undiscounted operating lease payments (a)

Year Due Lease Amount (a)

Thereafter 551,877

Total future undiscounted operating lease payments

imputed interest ( 293,582 )

Present value of operating lease liabilities

(a) Lease payments required exclude approximately $ 735.4 million for a lease signed, but not yet commenced.

This lease is related to office space and will commence in 2025 with a lease term estimated to end in 2041.

_________________

(a) Net of tenant improvement allowances

Notes to Consolidated Financial Statements

Commitments and Contingencies

Certain of the Company’s consolidated entities have provided guarantees for obligations related to a third-party lending program that enables certain of our eligible employees to obtain financing for capital contributions into TPG funds.

Certain of the Company’s consolidated entities have provided guarantees for obligations related to third-party lending programs that enable certain of our eligible employees to obtain financing for capital contributions into TPG funds.

At December 31, 2025, the amounts outstanding related to these guarantees were $ 168.4 million, and the maximum obligations guaranteed under these agreements is $ 348.7 million.

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At December 31, 2025, if all remaining investments were deemed worthless, a possibility management views as remote, the amount of performance allocations subject to potential clawback would be $ 2,456.5 million.

During the year ended December 31, 2024, the general partner made a payment of $ 58.3 million on the clawback liability.

Notes to Consolidated Financial Statements

During the year ended December 31, 2025, the general partners made no payments on the clawback liability.

Legal Actions and Other Proceedings

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Loss contingencies may be, in part or in whole, subject to insurance or other payments such as contributions and/or indemnity, which may reduce any ultimate loss.

Notes to Consolidated Financial Statements

Based on information presently known by management, the Company has not recorded a potential liability related to any pending legal proceeding except as disclosed below, and is not subject to any legal proceedings that we expect to have a material impact on our operations, financial positions or cash flows.

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Since 2011, a number of TPG-related entities and individuals, including David Bonderman and Jim Coulter, have been named as defendants/respondents in a series of lawsuits in the United States, United Kingdom, and Luxembourg concerning an investment TPG held from 2005-2007 in a Greek telecommunications company, known then as TIM Hellas (“Hellas”).

Entities and individuals related to Apax Partners, a London based investment firm also invested in Hellas at the time, have been named in the suits as well.

Entities and individuals related to Apax Partners, a London based investment firm also invested in Hellas at the time, have been named in the lawsuits as well.

The cases all allege generally that a late 2006 refinancing of the Hellas group of companies was improper.

To date, most of the lawsuits filed in New York Federal and State courts against TPG and Apax-related defendants have been dismissed, with those dismissals upheld on appeal, or the appeal period has passed.

A lawsuit pending in the District Court of Luxembourg against two former TPG partners and two individuals related to Apax involved in the investment has been decided after trial in their favor on all claims and is now on appeal.

In one New York State court case, the New York Court of Appeals recently affirmed a decision by the Appellate Division granting summary judgment to the TPG-related parties on the sole remaining claim in that case, thereby ending that case in TPG’s favor.

In February 2018, a High Court case in London against a number of TPG and Apax-related parties and individuals was abandoned by the claimants in the early days of a scheduled six-week trial with costs of $ 9.5 million awarded to the TPG and Apax-related parties, of which $ 3.4 million was awarded to TPG.

In addition to the Luxembourg appeal, there are several cases against TPG and Apax-related parties pending in New York state court.

In addition to the Luxembourg appeal, there are additional cases against TPG and Apax-related parties pending in New York state court.

In one case, the Court granted and denied in part motions to dismiss by all defendants, paring back the parties, claims and amounts at issue, and appeals of that decision are pending.

In a second case, the Appellate Division recently granted summary judgment to the TPG-related parties on the sole remaining claim in that case, and plaintiffs are appealing that judgement to New York’s Court of Appeals.

Finally, a third group of plaintiffs, similarly situated to those in the other cases, recently filed new claims seeking recovery from numerous TPG and Apax-related parties.

Finally, a third group of plaintiffs, similarly situated to those in the other cases, filed new claims in 2024 seeking recovery from numerous TPG and Apax-related parties.

The prior noted stayed federal actions have now been dismissed with prejudice by court order and stipulation.

The Company believes that the suits related to the Hellas investment are without merit and intends to continue to defend them vigorously.

Notes to Consolidated Financial Statements

The Company believes that the lawsuits related to the Hellas investment are without merit and intends to continue to defend them vigorously.

In October 2022, the Company received a document request from the SEC focusing on the use and retention of business-related electronic communications, which, as has been publicly reported, is part of an industry-wide review.

The Company cooperated with the SEC’s investigation and reached a settlement, which was announced in January 2025.

As of December 31, 2024, the Company updated its accrued liability to equal the amount it agreed to pay as part of the settlement.

The Company cooperated with the SEC’s investigation and reached a settlement, which was announced and the associated settlement amount was paid in January 2025.

Indemnifications

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However, based on experience, the Company expects the risk of material loss to be remote.

Notes to Consolidated Financial Statements

Net Income (Loss) Per Class A Common Share

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level that has not previously been attributed to the non-controlling interests or if there is a change in tax rate as a result of a hypothetical conversion.

Notes to Consolidated Financial Statements

The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted net income (loss) per share of Class A common stock (in thousands, except share and per share data):

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2025 2024 2023

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

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

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

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

Net (loss) income subsequent to IPO ( 76,915 ) 23,385 ( 61,940 )

Net income (loss) $ 599,585 $ ( 76,915 ) $ 23,385

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

Net loss attributable to non-controlling interests in TPG Operating Group ( 175,927 ) ( 92,411 ) ( 180,824 )

Net income (loss) attributable to non-controlling interests in TPG Operating Group 50,771 ( 175,927 ) ( 92,411 )

Net income attributable to other non-controlling interests 364,226 75,529 23,662

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( 60,814 ) ( 23,790 ) ( 8,872 )

Net (loss) income attributable to Class A Common Stockholders - Basic ( 307 ) 71,218 87,432

Net loss assuming exchange of non-controlling interest ( 154,503 ) ( 82,900 ) ( 147,133 )

Reallocation of income from participating securities assuming exchange of Common Units — — 132

Net loss attributable to Class A Common Stockholders - Diluted $ ( 154,810 ) $ ( 11,682 ) $ ( 59,569 )

Net income (loss) attributable to Class A Common Stockholders - Basic 123,774 ( 307 ) 71,218

Net income (loss) assuming exchange of non-controlling interest 44,133 ( 154,503 ) ( 82,900 )

Net income (loss) attributable to Class A Common Stockholders - Diluted $ 167,907 $ ( 154,810 ) $ ( 11,682 )

Weighted-Average Shares of Common Stock Outstanding - Basic 138,879,433 100,219,905 80,334,871

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$ 1.98 $ 1.65 $ 1.40

_________________

(a) No undistributed losses were allocated to unvested participating RSUs during the years ended December 31, 2025, 2024 and 2023, as the holders do not have a contractual obligation to share in the losses of the Company with common stockholders.

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Under the Company’s Omnibus Equity Incentive Plan (the “Omnibus Plan”), the Company is permitted to grant equity awards representing ownership interests in TPG Inc.’s Class A common stock.

On March 11, 2024, an additional 21,980,027 shares of Class A common stock were registered, increasing the share reserve to 36,225,413 , of which 29,956,603 were available to be issued as of December 31, 2024.

On February 27, 2025, an additional 6,540,183 shares of Class A common stock were registered, increasing the share reserve to 36,496,786 , of which 31,361,228 were available to be issued as of December 31, 2025.

Service Awards

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In the ordinary course of business, the Company grants equity awards subject to service conditions, granted as part of the Company’s standard incentive structure initiatives.

These units generally vest over a term of three to five years .

These awards are referred to as “Ordinary Service Awards.”

From time to time, the Company also grants equity awards that are subject to service conditions, a portion of which are granted on a non-standard basis to reward or incentivize key contributions that advance the Company’s long-term goals of value creation.

These non-standard awards are referred to as (“Special Purpose Service Awards,” and collectively with Ordinary Service Awards, “Service Awards”).

Dividend equivalents are paid on the vested and unvested portion of the Service Awards when the dividend occurs.

These non-standard awards are referred to as “Special Purpose Service Awards,” and collectively with Ordinary Service Awards, “Service Awards.” Dividend equivalents are paid on the vested and unvested portion of the Service Awards when the dividend occurs.

Special Purpose Employee Service Awards

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These units generally vest over a term of four to six years .

Additionally, in conjunction with the Angelo Gordon Acquisition, described in Note 3 to the Consolidated Financial Statements, the Company agreed to grant an aggregate of 8.4 million Special Purpose Service Awards to former Angelo Gordon employees to promote retention post-closing, of which 7.8 million are outstanding to date.

In conjunction with the acquisition of Angelo Gordon, the Company agreed to grant an aggregate of 8.4 million Special Purpose Service Awards to former Angelo Gordon employees to promote retention post-closing, of which 6.0 million are outstanding to date.

These units generally vest over a term of five years .

Additionally, in connection with the acquisition of Peppertree, the Company granted 0.3 million Special Purpose Service Awards to former Peppertree employees.

These units generally vest over a term of five years .

Special Purpose IPO Executive Service Awards

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Special Purpose CEO Service Award

Under the Omnibus Plan, the Company granted a long-term performance incentive award to the Company’s Chief Executive Officer, Jon Winkelried, on November 30, 2023, comprised of 2.6 million restricted stock units as Special Purpose Service Awards, intended to incentivize Mr.

Winkelried to drive shareholder value in a manner that is aligned with stockholder interests, reward him for organic and inorganic Company growth, and bring his compensation in-line with peer competitors in order to promote and ensure retention (the “CEO Service Award”).

The CEO Service Award is subject to service-based vesting conditions over a four-year service period beginning on January 13, 2025 and each one-year anniversary thereafter.

Under the Omnibus Plan, the Company granted a long-term performance incentive award to the Company’s CEO on November 30, 2023, comprised of 2.6 million restricted stock units as Special Purpose Service Awards, intended to incentivize the CEO to drive stockholder value in a manner that is aligned with stockholder interests, reward him for organic and inorganic Company growth, and bring his compensation in-line with peer competitors in order to promote and ensure retention (the “CEO Service Award”).

The CEO Service Award is subject to service-based vesting conditions over a four-year service period and is scheduled to vest 25 % on each of January 13, 2025, 2026, 2027 and 2028.

Compensation expense for this award is recognized on a straight-line basis.

Notes to Consolidated Financial Statements

Special Purpose Executive Chairman Service Award

Under the Omnibus Plan, the Company granted a long-term performance incentive award to the Company’s Executive Chairman on August 19, 2025, comprised of 0.3 million restricted stock units as Special Purpose Service Awards, intended to incentivize the Executive Chairman to drive stockholder value in a manner that is aligned with stockholder interests, including recognizing the Executive Chairman’s role in the establishment of the firm’s Impact platform and incentivizing his continued leadership of the platform (the “Executive Chairman Service Award”).

The Executive Chairman Service Award is subject to service-based vesting conditions over a four-year service period and is scheduled to vest 25 % on each of July 15, 2026, 2027, 2028 and 2029.

Compensation expense for this award is recognized on a straight-line basis.

The following table summarizes the outstanding RSUs for Service Awards as of December 31, 2025 (in millions, including share data):

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Ordinary Service Awards 9.7 $ 174.6 $ 94.2 $ 326.1

8.7 $ 94.2 $ 44.3 $ 259.8

Special Purpose Service Awards 11.9 125.5 135.4 227.6

16.6 135.4 75.7 330.9

Total Service Award RSUs 21.6 $ 300.1 $ 229.6 $ 553.7

25.3 $ 229.6 $ 120.0 $ 590.7

For the years ended December 31, 2025 and 2024 the Company granted 4.7 million and 6.9 million Service Awards, respectively.

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These awards are referred to as (“Ordinary Performance Condition Awards”).

In 2024, the Company granted 0.3 million of Ordinary Performance Condition Awards.

The weighted-average grant date fair value per share was $ 48.93 for these awards.

The Company recognizes compensation expense using the accelerated attribution method on a tranche-by-tranche basis.

Expense is recognized from the date of grant through the requisite service period of 4.4 years to the extent the performance condition is deemed probable.

The Company deemed these awards probable of vesting as of December 31, 2024.

In 2022, the Company also granted 0.1 million of Ordinary Performance Condition Awards.

As these awards were deemed improbable of vesting in a prior period, the Company is no longer recognizing equity-based compensation expense associated with these awards and will continue to monitor the awards until the end of the respective performance period.

From time to time, the Company grants equity awards that are subject to a combination of service and market conditions, granted on a non-standard basis to reward or incentivize key contributions that advance the Company’s long-term goals of value creation.

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Dividend equivalents accrue on the vested and unvested Special Purpose Service Awards when the dividend occurs.

Dividend equivalents accrue for vested and unvested portions of the IPO Executive Market Condition Awards and are paid only when both the applicable service and market performance conditions are satisfied.

Dividend equivalents accrue for the vested and unvested portions of the IPO Executive Market Condition Awards and are paid only when both the applicable service and market performance conditions are satisfied.

Compensation expense for the IPO Executive Market Condition Awards is recognized using the accelerated attribution method on a tranche-by-tranche basis.

During 2024, both market price components of Class A common stock share price of $ 44.25 and $ 59.00 were met, which triggered vesting of 0.2 million IPO Executive Market Condition Awards.

During 2024, both market price components of Class A common stock share price of $ 44.25 and $ 59.00 were met.

During the year ended December 31, 2025, 0.2 million IPO Executive Market Condition Awards vested.

Special Purpose CEO Market Conditions Award

The long-term performance incentive award granted to Jon Winkelried under the Omnibus Plan on November 30, 2023, is also comprised of 3.9 million restricted stock units as Special Purpose Market Condition Awards, and is intended to incentivize Mr.

The long-term performance incentive award granted to the CEO under the Omnibus Plan on November 30, 2023, is also comprised of 3.9 million restricted stock units as Special Purpose Market Condition Awards, and is intended to incentivize the CEO to drive stockholder value in a manner that is aligned with stockholder interests, reward him for organic and inorganic Company growth, and bring his compensation in line with peer competitors in order to promote and ensure retention (the “CEO Market Conditions Award”).

The CEO Market Conditions Award is subject to both market performance and service based vesting conditions, including (i) a time-based component requiring a five-year service period and (ii) a market price component that is only achieved when the 30-day volume weighted average trading price of a share of Class A common stock meets or exceeds certain stock price hurdles.

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$ 52.50 , $ 58.45 , $ 64.05 and $ 70.00 .

These stock price hurdles represent a premium of 150 %, 167 %, 183 % and 200 % of the closing price of a share of Class A common stock on the date of grant.

These stock price hurdles represent a premium of 150 %, 167 %, 183 % and 200 %, respectively, of the closing price of a share of Class A common stock on the date of grant.

The first market hurdle must be achieved by January 13, 2029, and the remaining hurdles by January 13, 2030.

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Compensation expense for the CEO Market Conditions Award is recognized using the accelerated attribution method on a tranche-by-tranche basis.

As of December 31, 2024, the first three market hurdles of the CEO Market Conditions Award of Class A common stock share prices of $ 52.50 , $ 58.45 and $ 64.05 were met.

During 2024, the first three market hurdles of the CEO Market Conditions Award of Class A common stock share prices of $ 52.50 , $ 58.45 and $ 64.05 were met.

As such, 20 % of these tranches have vested or will vest on each of January 13, 2025, 2026, 2027, 2028 and 2029.

Special Purpose Executive Chairman Market Conditions Award

The long-term performance incentive award granted to the Executive Chairman under the Omnibus Plan on August 19, 2025, is also comprised of 0.5 million restricted stock units as Special Purpose Market Condition Awards, and is intended to incentivize the Executive Chairman to drive stockholder value in a manner that is aligned with stockholder interests, including recognizing the Executive Chairman’s role in the establishment of the firm’s Impact platform and incentivizing his continued leadership of the platform (the “Executive Chairman Market Conditions Award”).

The Executive Chairman Market Conditions Award is subject to both market performance and service based vesting conditions, including (i) a time-based component requiring a five-year service period and (ii) a market price component that is only achieved when the 30 -trading day volume weighted average trading price of a share of Class A common stock meets or exceeds certain stock price hurdles.

25 % of each service vesting tranche of the Executive Chairman Market

Notes to Consolidated Financial Statements

Conditions Award is eligible to be earned and vest following achievement of each of the following Class A common stock prices:

$ 90.98 , $ 101.29 , $ 110.99 and $ 121.30 .

These stock price hurdles represent a premium of 150 %, 167 %, 183 % and 200 %, respectively, of the closing price of a share of Class A common stock on the date of grant.

The first market hurdle must be achieved by July 15, 2030, and the remaining hurdles by July 15, 2031.

If the applicable market hurdles are not achieved by the specified periods, the applicable portions of the Executive Chairman Market Conditions Award will be forfeited.

Restricted stock units from the Executive Chairman Market Conditions Award that (i) vest prior to July 15, 2030, will be settled promptly following July 15, 2030, and (ii) vest after July 15, 2030, will be settled promptly following July 15, 2031, subject to certain other accelerated settlement conditions.

Dividend equivalents accrue for the vested and unvested portions of the Executive Chairman Market Conditions Award and are paid only if and when both the applicable service and market conditions are satisfied.

Compensation expense for the Executive Chairman Market Conditions Award is recognized using the accelerated attribution method on a tranche-by-tranche basis.

The following table summarizes the outstanding RSUs for Market and Performance Condition Awards as of December 31, 2025 (in millions, including share data):

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Ordinary Performance Condition Awards 1.0 $ 13.6 $ 3.1 $ 22.4

0.5 $ 3.1 $ 1.0 $ 11.0

Special Purpose Market Condition Awards 4.2 32.2 29.2 41.6

4.6 29.2 8.8 54.4

Total Market and Performance Condition Award RSUs 5.2 $ 45.8 $ 32.3 $ 64.0

5.1 $ 32.3 $ 9.8 $ 65.4

The following table presents the roll forwards of the Company’s unvested Special Purpose Market Condition Awards for the year ended December 31, 2024 (awards in millions):

Market Condition Awards Weighted Average Grant Date Fair Value

The following table presents the roll forward of the Company’s unvested Special Purpose Market Condition Awards for the year ended December 31, 2025 (awards in millions):

Market Condition Awards

Weighted Average Grant Date Fair Value

Balance at December 31, 2024 4.6 $ 20.41

Granted 0.5 38.27

( 0.2 ) 16.58

Vested, unsettled ( 0.6 ) 22.01

Forfeited ( 0.1 ) 16.59

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The expense associated with awards granted to certain non-employees of the Company is recognized in general, administrative and other in our Consolidated Statements of Operations and tot aled $ 14.0 million, $ 6.4 million and $ 3.7 million for the years ended December 31, 2025, 2024 and 2023, respectively.

For the years ended December 31, 2024 and 2023, the Company had 4,368,774 and 562,790 restricted stock units vest at a fair value of $ 179.1 million and $ 18.5 million, respectively (excluding vested, but unsettled units).

During the year ended December 31, 2024, the restricted stock units were settled by issuing 2,713,730 shares of TPG Inc.

Class A common stock, net of withholding tax of $ 68.0 million (excluding vested, but unsettled units).

During the year ended December 31, 2023, the restricted stock units were settled by issuing 356,443 shares of TPG Inc.

Class A common stock, net of withholding tax of $ 6.9 million (excluding vested, but unsettled units).

Notes to Consolidated Financial Statements

The following table summarizes all outstanding RSU awards as of December 31, 2024 (in millions, including share

For the years ended December 31, 2025 and 2024, the Company had 8.1 million and 4.4 million restricted stock units vest at a fair value of $ 501.5 million and $ 179.1 million, respectively (excluding vested, but unsettled units).

The restricted stock units were settled by issuing 5,049,790 shares of TPG Inc.

Class A common stock, net of withholding tax of $ 190.6 million for the year ended December 31, 2025 and by issuing 2,713,730 shares of TPG Inc.

Class A common stock, net of withholding tax of $ 68.0 million (excluding vested, but unsettled units) for the year ended December 31, 2024.

The following table summarizes all outstanding restricted stock unit awards as of December 31, 2025 (in millions, including share data):

Units Outstanding as of December 31, 2025 Compensation Expense for the Year Ended December 31, Unrecognized Compensation Expense as of December 31, 2025

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Ordinary Awards:

Service Awards 8.7 $ 94.2 $ 44.3 $ 259.8

Performance Condition Awards 0.5 3.1 1.0 11.0

Ordinary Service Awards 9.7 $ 174.6 $ 94.2 $ 326.1

Ordinary Performance Condition Awards 1.0 13.6 3.1 22.4

Special Purpose Awards:

Service Awards 16.6 135.4 75.7 330.9

Market Condition Awards 4.6 29.2 8.8 54.4

Special Purpose Service Awards 11.9 125.5 135.4 227.6

Special Purpose Market Condition Awards 4.2 32.2 29.2 41.6

Total Restricted Stock Units 26.8 $ 345.9 $ 261.9 $ 617.7

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In January 2026, the Company granted 5.0 million in RSUs.

The units vest in equal tranches over a period of three to five years .

The units vest in equal tranches over a period of three to six years .

As a result of the Reorganization and the IPO in 2022, certain of the Company’s current partners hold restricted indirect interests in Common Units through TPG Partner Holdings and indirect economic interests through RemainCo.

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Holders of these interests participate in distributions regardless of the vesting status.

Additionally, in conjunction with the Reorganization, the IPO and the acquisition of NewQuest, certain TPG partners and NewQuest principals were granted Common Units directly at TPG Operating Group and Class A common stock subject to both service and performance conditions, some of which are deemed probable of achieving.

In conjunction with the Angelo Gordon Acquisition, as described in Note 3 to the Consolidated Financial Statements, the Company granted 43.8 million of unvested Common Units to former Angelo Gordon partners (included in Common Units below), which are considered compensatory under ASC 718.

Additionally, in conjunction with the Reorganization, the IPO and the acquisition of NewQuest, certain TPG partners and NewQuest principals were granted Common Units directly at TPG Operating Group and Class A common stock (collectively, the “Other IPO-Related Awards”) subject to both service and performance conditions.

In conjunction with the acquisition of Angelo Gordon, the Company granted 43.8 million of unvested Common Units to former Angelo Gordon partners (included in Common Units below), which are considered compensatory under ASC 718.

These units generally vest over a term of five years and participate in distributions at the TPG Operating Group along with all vested equity.

In conjunction with the acquisition of Peppertree, the Company granted 5.4 million of unvested Common Units to Peppertree Co-Presidents (included in Common Units below), which are considered compensatory under ASC 718.

These units generally vest over a term of five years and participate in distributions at the TPG Operating Group along with all vested equity.

Notes to Consolidated Financial Statements

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Balance at December 31, 2025 17.3 29.50 0.1 457.10

Forfeited TPH Units were reallocated to certain existing unit holders in accordance with the applicable governing documents.

Certain forfeited TPH Units were reallocated to certain existing unit holders in accordance with the applicable governing documents.

The grant date fair value of the reallocated awards was determined based on the fair value of TPG’s common stock at the time of reallocation.

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Balance at December 31, 2024 36.0 $ 25.50 0.3 $ 29.50

Granted 5.4 47.56 — —

Reallocated — — — —

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Balance at December 31, 2025 31.2 29.28 0.0 29.50

Forfeited Common Units were reallocated to certain existing unit holders in accordance with the applicable governing documents.

The grant date fair value of the reallocated awards was determined based on the fair value of TPG’s common stock at the time of reallocation.

Total unrecognized compensation expense related to outstanding unvested awards as of December 31, 2025 wa s $ 787.0 million.

Other Liability Classified Awards

In conjunction with the Acquisition discussed in Note 3 to the Consolidated Financial Statements, the Company granted liability-classified Common Unit awards to Angelo Gordon partners.

Those awards represent the compensatory portion of the Earnout Payment under ASC 718 and as such, require both continuous service over a period of five years and the satisfaction of FRR targets during the Measurement Period defined in Note 3 to the Consolidated Financial Statements.

These liability-classified awards will be settled with a variable number of both vested and unvested Common Units upon the satisfaction of the FRR targets and do not participate in TPG Operating Group distributions before settlement.

The fair value of these awards will be remeasured every reporting period and is based on the satisfaction of the respective FRR targets.

For the years ended December 31, 2024 and 2023, the Company recognized compensation expense of $ 55.3 million and $ 12.4 million, respectively related to its liability-classified awards with a corresponding increase in other liabilities.

Compensation expense for those awards is recognized using the accelerated attribution method on a tranche by tranche basis.

As discussed in Note 3, the Company granted liability-classified Common Unit awards to certain Peppertree Parties in conjunction with the acquisition of Peppertree, which are considered liability-classified awards under ASC 718.

The awards require both continuous service over an estimated period of five years and satisfaction of certain fee-related revenue targets during the period beginning on January 1, 2028 and ending on December 31, 2028 and certain fundraising targets.

These liability-classified awards will be settled with a variable number of both vested and unvested Common Units upon the satisfaction of the fee-related revenue targets and do not participate in TPG Operating Group distributions before settlement.

For the year ended December 31, 2025, the Company recognized compensation expense of $ 23.3 million related to these liability-classified awards with a corresponding increase in other liabilities.

In conjunction with the acquisition of Angelo Gordon, the Company granted liability-classified Common Unit awards to Angelo Gordon partners.

Those awards represent the compensatory portion of the Earnout Payment under ASC 718 and as such, require both continuous service over a period of five years and the satisfaction of fee-related revenue targets during the period beginning on January 1, 2026 and ending on December 31, 2026.

During 2025, the Company determined that it is not probable the Company will need to settle the Earnout Payment.

As such, the Company reversed previously recorded equity-based compensation expense of $ 67.7 million for the year ended December 31, 2025, related to its liability-classified awards with a corresponding decrease in other liabilities.

For the year ended December 31, 2024 and 2023, the Company recognized compensation expense of $ 55.3 million and $ 12.4 million, respectively, related to its liability-classified awards with a corresponding increase in other liabilities.

The fair value of the liability-classified awards discussed above will be remeasured every reporting period and are based on the satisfaction of the respective fee-related revenue and fundraising targets, if applicable.

Compensation expense for these awards are recognized using the accelerated attribution method on a tranche-by-tranche basis.

Total unrecognized compensation expense related to these awards as of December 31, 2025 was $ 142.8 million.

Notes to Consolidated Financial Statements

Certain employees of the Company receive awards (“TRTX Awards”) from TPG RE Finance Trust, Inc.

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The TRTX Awards granted to certain employees of the Company are recorded in other assets and due to affiliates in the Consolidated Statements of Financial Condition.

The grant date fair value of the asset is amortized through compensation and benefits expense on a straight-line basis over the vesting period in the Consolidated Statements of Operations.

Compensation and benefits expense is offset by related management fees earned by the Company from TRTX.

During the years ended December 31, 2024 and 2023, the Company recognized $ 9.3 million and $ 7.2 million, respectively.

During the year ended December 31, 2022 the Company recognized le ss than $ 0.01 million of such expense.

Notes to Consolidated Financial Statements

The grant date fair value of the asset is amortized through equity-based compensation expense on a straight-line basis over the vesting period in the Consolidated Statements of Operations.

Equity-based compensation expense is offset by related management fees earned by the Company from TRTX.

During the years ended December 31, 2025, 2024 and 2023, the Company recognized $ 8.3 million, $ 9.3 million and $ 7.2 million, respectively, of management fees and equity-based compensation expense.

Other Compensation Matters

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Holders of the Class B common stock are not entitled to dividends in respect of their shares of Class B common stock.

During the year ended December 31, 2024, certain stockholders transferred to third parties 1,652,938 shares of the Company’s nonvoting Class A common stock at which point such shares converted automatically into shares of Class A common stock in accordance with their terms.

As of December 31, 2025, 146,507,998 shares of Class A common stock and 6,605,963 shares of nonvoting Class A common stock were outstanding, 224,331,812 shares of Class B common stock were outstanding, and there were no shares of preferred stock outstanding.

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May 8, 2024 May 20, 2024 June 3, 2024 $ 0.41

August 8, 2023 August 18, 2023 September 1, 2023 0.22

August 6, 2024 August 16, 2024 August 30, 2024 0.42

November 4, 2024 November 14, 2024 December 2, 2024 0.38

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May 7, 2025 May 19, 2025 June 2, 2025 $ 0.41

August 6, 2024 August 16, 2024 August 30, 2024 0.42

August 6, 2025 August 18, 2025 September 2, 2025 0.59

November 4, 2025 November 14, 2025 December 1, 2025 0.45

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November 15, 2024 5,155,425

2023 Exchange

March 30, 2023 1,000,000

2025 Exchanges (a)

February 24, 2025 9,786,354

May 21, 2025 21,000,000

August 19, 2025 5,153,040

_________________

(a) The issuance of the shares of Class A common stock to such holders of Common Units was registered pursuant to the Company’s registration statements on Form S-3 filed on November 2, 2023 and September 13, 2024.

Notes to Consolidated Financial Statements

The supplemental non-cash financing activities related to equity for the Consolidated Statements of Cash Flows are as follows (in thousands):

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Due to affiliates 189,935 297,085 —

Other liabilities 286,131 — —

Additional paid-in-capital 64,135 38,444 —

Notes to Consolidated Financial Statements

Contributions from holders of other non-controlling interests 280,636 — —

Distributions in-kind to holders of other non-controlling interests 75,000 — —

Deconsolidation of previously consolidated entities 258,359 — —

Subsequent Events

Other than the events noted above in the footnotes to the Consolidated Financial Statements, there have been no additional events since December 31, 2024 that require recognition or disclosure in the Consolidated Financial Statements.

On February 11, 2026, the Company closed the previously announced transaction to establish a long-term, strategic investment management partnership (the “Transaction”) with Jackson Financial Inc.

(“Jackson”) whereby TPG will serve as an investment manager for select general account assets of subsidiaries of Jackson.

In connection with the Transaction, TPG issued 2,279,109 shares of Class A common stock to a subsidiary of Jackson.

In addition, on February 11, 2026, the TPG Operating Group purchased 4,715,554 shares of common stock, par value $ 0.01 per share, of Jackson.

In connection with purchasing shares of common stock of Jackson, the Company borrowed $ 400.0 million on its Senior Unsecured Revolving Credit Facility.

Other than the events noted in the footnotes to the Consolidated Financial Statements, there have been no additional events since December 31, 2025 that require recognition or disclosure in the Consolidated Financial Statements.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosures

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data