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Item 9A. Controls and Procedures

2026-02-17 compared with 2025-02-18 · 30 added, 36 removed, 185 unchanged (26% of the section changed)

16 unchanged sentences

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

We completed our acquisition of Peppertree on July 1, 2025.

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

Total assets and total revenues of Peppertree that were excluded from management’s assessment constitute 4.5% of the Company’s total assets as of December 31, 2025, and 1.4% of total revenues for the fiscal year ended December 31, 2025.

Management’s basis for exclusion included the size and complexity of the acquired business and the timing between acquisition and fiscal year end.

Management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025 based on the framework established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

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Other Information

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

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

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

Bradford Berenson

General Counsel

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

March 05, 2025 to December 19, 2025

100,457 shares of Class A common stock

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

Not applicable.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

35 unchanged sentences

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

2.4 A men dment No.

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

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

2.4 Amendment No.

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

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

3.1 Restated Certificate of Incorporation of TPG Inc.

4 unchanged sentences

(incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K, filed on June 12, 2023).

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

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

4.1 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K, filed on February 18, 202 5 ) .

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

Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on March 4, 2024).

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

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

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

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

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

Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed on March 4, 2024).

4.4 Form of 6.950% Subordinated Notes due 2064 (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K, filed on March 4, 2024).

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

2 unchanged sentences

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

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

4.7 Form of 5.875% Senior Notes due 2034 (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K, filed on March 5, 2024).

4.8 Second Supplemental Indenture, dated as of August 14, 2025, among TPG Operating Group II, L.P., the Guarantors named therein and U.S.

Bank Trust Company, National Association, as trustee (inc orporated by reference to Exh ibit 4.2 to the Company ’ s Current Report on Form 8-K, filed on August 14, 2025).

4.9 Form of 5.375% Senior Notes due 2036 (incorporated by reference to Exhibit 4.

3 to the Company’s Current Report on Form 8-K, filed on August 14, 2025) .

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

6 unchanged sentences

Bank National Association, as trustee (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1, filed on December 16, 2021).

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

10.5 Seventh Amended and Restated Credit Agreement, dated as of May 1, 2025, among TPG Operating Group II, L.P., acting through its general partner, TPG Holdings II-A, LLC, the co-borrowers party thereto, the subsidiary borrowers from time to time party thereto, the lenders from time to time party thereto and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the C ompany ’ s Current Report on Form 8-K , filed on May 1, 2025) .

10.6 Accession Agreement, dated as of June 13, 2025, among Société Générale, Standard Chartered Bank, TPG Operating Group II, L.P., acting through its general partner, TPG Holdings II-A, LLC, th e co-borrowers party thereto, the subsidiary borrowers from time to time party thereto, the lenders from time to time party thereto and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q, filed on November 4, 2025).

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

13 unchanged sentences

Coulter (incorporated by reference to Exhibit 10.16 to the Company’s Annual Report on Form 10-K, filed on March 29, 2022).

Letter Agreement, dated as of December 15, 2021, among TPG Global, LLC, TPG Holdings, L.P., TPG Partner Holdings, L.P., TPG Group Advisors (Cayman), Inc., TPG Partners, LLC and David Bonderman (incorporated by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K, filed on March 29, 2022).

Letter Agreement, dated as of December 15, 2021, between TPG Global, LLC and Jonathan Coslet (incorporated by reference to Exhibit 10.18 to the Company’s Annual Report on Form 10-K, filed on March 29, 2022 ) .

3 unchanged sentences

Offer Letter for TPG Inc.

(incorporated by reference to Exhibit 10.20 to the Company’s Registration Statement on Form S-1, filed on December 16, 2021).

Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8, filed on January 13, 2022).

Form of Restricted Stock Unit Grant Agreement under the TPG Inc.

Omnibus Equity Incentive Plan.

Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 10.21 to the Company’s Annual Report on Form 10-K, filed on February 18 , 202 4 ).

Form of Restricted Stock Unit Grant Agreement (Directors) under the TPG Inc.

1 unchanged sentence

Form of Performance Restricted Stock Unit Grant Agreement under the TPG Inc.

Omnibus Equity Incentive Plan.

Restricted Stock Unit Grant Agreement, dated as of November 30, 2023, between TPG Inc.

and Jon Winkelried, under the TPG Inc.

Omnibus Equity Incentive Plan, and Performance Restricted Stock Unit Grant Agreement, dated as of November 30, 2023, between TPG Inc.

and Jon Winkelried, under the TPG Inc.

Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 10.2 3 to the Company’s Annual Report on Form 10-K, filed on February 18, 2025).

Form of Restricted Stock Unit Grant Agreement and Performance Restricted Stock Unit Grant Agreement ( incorporated by reference to Exhibit 10.5 to the Company ’ s Quarterly Report on Form 10-Q, filed on November 4, 2025).

Restricted Stock U nit Grant Agreement, dated as of January 13, 2026 , between TPG Inc.

and Jon Winkelried, under the TPG Inc.

Omnibus Equity Incentiv e Plan .

Form of Platform Level Program Award Agreements (incorporated by reference to Exhibit 10.26 to the Company’s Annual Report on Form 10-K, filed on February 23, 2024).

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

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

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

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

6 unchanged sentences

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

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

P olicy Prohibiting Insider Trading.

Independent Director Compensation Policy .

Non-Employee Director Deferral Plan (i ncorporated by reference to Exhibit 10.4 to the Company ’ s Quarterly Report on Form 10-Q, filed on November 4, 2025) .

Policy Prohibiting Insider Trading.

21.1* List of subsidiaries.

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

List of Notes Issuer and Guarantor Subsidiaries, Senior and Subordinated Notes .

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

51 unchanged sentences

February 17, 2026

/s/ Ganen Sarvanathan

Ganen Sarvanathan

/s/ Ganen Sarvananthan

Ganen Sarvananthan

February 17, 2026

14 unchanged sentences

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

What changed 10-K

Item 9A. Controls and Procedures