TPG 10-K & 10-Q changes, risk factors and insider trading

We depend on the experience, expertise, efforts, skills and reputations of our investment and other professionals, including our senior leadership, senior advisorsleadership and other key personnel, none of whom are obligated to remain employed or otherwise engaged with us. For example, our ability to continue delivering strong fund returns depends on the investments that our investment professionals and other key personnel identify and the synergies among their diverse fields of expertise. Senior leadership, investment professionals and other key personnel also have strong business relationships with our fund investors and other members of the business community. The loss of any of their services, including if any were to join or form a competing firm or experience a health or safety issue, could have a material adverse effect on our results of operations, financial condition and cash flow and could harm our ability to maintain or grow AUM in existing funds or raise additional funds in the future. Further, there can be no assurance that our founder succession process or plans to transition to long-term corporate governance by an independent board of directors will facilitate an orderly transition.

Amounts earned by our investment and other professionals who participate in partnership equity programs will vary from year to year depending on our overall realized performance. As a result, there may be periods when we determine that realized performance allocations (together with other then-existent partnership return elements) are not sufficient to incentivize individuals, which could resultrequire in our havingus to increase salaries, cash bonuses, other equity awards and other benefits, modify existing programs or use new incentive programs, which could increase our compensation costs. Reductions in partnership equity programs could also make it harder to retain investment professionals and other key personnel and cause these individuals to seek other employment opportunities. We may also not be able to provide our senior professionals with equity interests in our business to the same extent or with the same economic and tax consequences as those from which our existing senior professionals benefited prior to the IPO, and in years of poor realization such new equity interests may be inadequate to incentivize and retain our key personnel. Furthermore, changes in tax laws in the United States and the United Kingdom (the “U.K.”) have increased tax rates on various items of income and gain realized by our investment professionals, which in turn could impact our ability to recruit, retain and motivate our current and future investment professionals. Additionally, legislative changes have been proposed that, if enacted, could further increase applicable tax rates. See “—Risks Related to Taxation—Legislative changes have been proposed that would, if enacted, modify the tax treatment of partnership interests. If this or any similar legislation or regulation were to be enacted and apply to us, we could incur a substantial increase in our compensation costs and it could result in a reduction in the value of our Class A common stock.”

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

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

• incentive fees;

• performance allocations, which are based on the performance of our funds;

• investment income from our investments as general partner; and

• expense reimbursements.

Poor performance of our funds could make it more difficult for us to raise new capital. Existing and potential investors continually assess our funds’ performance, and our ability to raise capital for existing funds and future funds, as well as avoiding excessive redemptions from our open-ended credit, public equityfunds and otherperpetual fundscapital vehicles, depends on our funds’ continued satisfactory performance. Accordingly, poor fund performance may deter future investment in our funds or cause an increase in redemptions and thereby decrease our AUMrevenue and/or revenue.AUM. In addition, capital markets fees are typically dependent on transaction frequency and volume, and a slowdown in the pace or size of investments by our funds could adversely affect the amount of fees generated by our broker-dealer.broker-dealer generates. Any of the foregoing could have a material adverse effect on our results of operations, financial condition and cash flow.

Our success depends on our ability to raise additional and/or successor funds in order to keep making investments and, over the long term, keep earning steady management fees. Our current private equity, real estate and certain of our credit and other funds and investment vehicles have a finite life and a finite amount of commitments from fund investors. Once a fund nears the end of its investment period, we generally must raise a successor fund to continue receiving management fees from that product line. If we are unable to raise successor funds of a comparable size without delay, our revenues may decrease as the investment periods of our predecessor funds expire and associated fees decrease. In addition, investors in our open-ended credit, public equityfunds and otherperpetual funds,capital andvehicles, including our BDC, havemay the abilityseek to redeem their fund interests and move their capital to other investments; these funds’ management fees and performance allocations would decline if we are unable to raise capital to replace that of redeeming fund investors. Management fee growth also depends in part on us securing capital for new funds.

Raising capital for our funds is subject to various risks. For example, we may seek to raise significant capital for our funds at a time when our competitors, some of whom have substantially larger capital formation teams, are likewise engaged in significant fundraising campaigns, or at a time when investors, as a result of general economic downturn or otherwise, are limiting or reducing their total investments. We may also be in the market with multiple fundraising campaigns at the same time and need to prioritize some over others to more effectively compete for limited investor capital. By the time we launch a fundraising campaign, investors who might otherwise have participated may have already allocated all of their available capital to other funds and be unable to commit to ours. We could struggle to raise successor funds or fresh capital for other reasons beyond our control, including as a result of general economic or market conditions or regulatory changes, which could have a material adverse effect on our results of operations, financial condition and cash flow.

We enter into customized investment programs with select investors, particularly as certain investors seek to consolidate their capital with fewer managers. This customization takes the form of contractual arrangements pursuant to broader strategic relationships or other types of strategic partnerships, separately managed accounts (“SMAs”) and other bespoke investment structures. In exchange for significant commitments and in recognition of past commitments, these arrangements can include the establishment of dedicated vehicles, discounted and/or shared management fees, reduced and/or shared performance allocations, the right to participate in co-investment opportunities and knowledge sharing, training and secondment programs. These arrangements could increase the cost of raising capital at the scale and level of profitability we have historically achieved.

We negotiate terms with existing and potential investors when raising capital for new or existing funds. These negotiations could result in terms that are materially less favorable to us than the terms of our prior funds. For example, such terms could restrict our ability to raise funds with investment objectives or strategies that compete with existing funds, increase the hurdle required to be generated on investment prior to our right to receive management fees and performance allocations, add expenses and obligations for us in managing funds or increase our potential liabilities. Further, as institutional investors increasingly consolidate their relationships with investment firms and competition becomes more acute, we expect to receive more requests to modify the terms of our new funds, including reductions in management fees or the implementation of arrangements whereby an investor shares in certain funds’ management fees or performance allocations. For example, certain of our newer funds include more favorable terms for fund investors that commit to early closes. In addition, we have granted various forms of economic participation rights with respect to certain products or strategies, including the right to a percentage of the net profits or gross revenues, to certain strategic investors. We may also offer revenue shares to distribution partners. Although we will typically award such discounts and economic incentives in circumstances where there can be no assurance that the ultimate benefit we attain will be commensurate with the discount we award, or as to how long it may take to recoup such value. Any agreement to or changes in terms less favorable to us could result in a material decrease in our profitability and have a material adverse effect on our results of operations, financial condition and cash flow.

Certain institutional investors have also publicly criticized specific fund fee and expense structures. We have received, and expect to continue to receive, requests from a variety of fund investors and groups representing such investors to decrease fees, modify our performance allocations and change incentive fee structures, which could result in a reduction or delay our receipt of performance allocations and incentive fees. The Institutional Limited Partners Association (“ILPA”) maintains and revises from time to time a set of Private Equity Principles (the “Principles”), which continue to call for enhanced “alignment of interests” between general partners and limited partners through modifications of some of the terms of fund arrangements, including guidelines for performance allocations, fees and fee structures. We endorsed the Principles as an indication of our general support for ILPA’s efforts. ILPA also recently published an analysis emphasizing the growing role of retail vehicles in private markets and the potential for conflicts of interests between general partners and limited partners with respect to investment allocations, governance and fees. For further discussion of potential conflicts of interests, see “—Our activities and the business activities of certain of our personnel may give rise to conflicts of interest with our funds, and our failure to deal appropriately with conflicts of interest could damage our reputation and negatively impact our business.” Further, the SEC’s focus on certain fund fees and expenses, including whether such fees and expenses were appropriately disclosed to fund limited partners, may lead to increased publicity that could cause fund investors to further resist certain fees and expense reimbursements. Significant changes to our fund fee and expense structures in response to requirements of institutional investors, ILPA or the SEC could have a material adverse effect on our results of operations, financial condition and cash flow.

•minimizing any other disruption to our ongoing businesses;

In some instances, we may determine that growth in a specific area is best achieved through the acquisition of an existing business, as with our acquisitionacquisitions of TPG Angelo Gordon.Gordon and Peppertree. Our ability to consummate an acquisition will depend on our ability to identify and accurately value potential acquisition opportunities and successfully compete for these businesses against companies that may have greater financial resources. Even if we are able to identify and successfully negotiate and complete an acquisition, these transactions can be complex, and we may encounter unexpected difficulties or incur unexpected costs. The following factors, among others, could also limit the success of a firm acquisition:

Entry into certain lines of business may also subject us to new laws and regulations with which we are not familiar, or from which we are currently exempt, and may lead to increased litigation and regulatory risk and expense. New products or strategies could have different economic structures than our traditional funds and may require a different marketing approach. Our strategic initiatives may include joint ventures, in which case we will be subject to additional risks and uncertainties in that we may be dependent upon, and subject to liability, losses or reputational damage relating to, systems, controls and personnel that are not under our control. There can be no assurance that any joint venture opportunities will be successful. In addition, to the extent that we distribute products through new channels, including through unaffiliated firms and/or those providing access to retail investors, or market our funds to new types of investors, we may be unable to effectively monitor or control the manner of their distribution. These activities also will impose additional compliance burdens on us, subject us to enhanced regulatory scrutiny and expose us to greater reputation and litigation risk. Further, these activities may give rise to conflicts of interest and related party transaction risks and may lead to litigation or regulatory scrutiny. There can be no assurance that any new product, business or venture we develop internally or by acquisition will succeed.

Many of our fund investors, stockholders, regulatorsinvestors and other stakeholdersstockholders are focused on ESGsustainability matters. Certain fund investors consider our record against their expectations for socially responsible investing and other ESGsustainability factors, including by utilizing third-party benchmarks or scores,factors in determining whether to invest in our funds. At times, certain fund investors have conditioned future capital commitments on taking or refraining from taking certain ESG-relatedsustainability-related actions. Although some of our funds are focused on socially responsible-, climate- or transition-focused investing with non-concessionary financial returns, these or other funds may make investments that fund investors or stockholders view as inconsistent with their ESG standards or commitments. If our ESG practices or third-party ratings do not meet the standards set by these fund investors or stockholders, or if we fail, or are perceivedapproach to fail, to demonstrate progress toward their ESG expectations, they may choose not to invest in our funds or exclude our Class A common stock from their investments, and we may face reputational damage. To the extent our access to capital from fund investors focused on ESG ratings or matters is impaired, we may not be able to maintain or increase the size of our funds or raise sufficient capital for new funds, which may adversely affect our revenues. Further, there can be no assurance that fund investors and other stakeholders will determine that our ESG initiatives are sufficiently robust.sustainability. There also can be no assurance that we will be able to accomplish any announced ESGfuture initiatives,sustainability as statements regarding ESG initiatives reflect our current plans and aspirations and are not guarantees that we will be able to achieve them within the timelines we announce or at all.initiatives. Further, as part of our ESGresponsible investing practices, we rely on the services and methodologies of Y Analytics, ana affiliatedTPG public benefit organization,affiliate, and other third parties.parties, Suchany servicesof andwhich methodologiesmay by Y Analytics or other third parties could prove to be inaccurate and there can be no assurance that they willnot be successful. TheMore occurrencegenerally, our responsible investing practices may not meet the expectations of any of the foregoing could negatively impact our relationships with fund investors,investors ouror funds’ performance, our ability to raise funds and capital and the price of our Class A common stock, all of which could adversely affect our business and results of operations.stockholders.

Anti-ESGThere is so-called “anti-ESG” sentiment has gained momentum in the United States,States and elsewhere, with thevarious Federal government and many statesjurisdictions having enacted or proposed “anti-ESG” policies orpolicies, legislation or takeninitiatives or made related legal interpretations.determinations intended to address what they view as problematic practices. These include, for example, (i) targetingpenalizing financial institutions that “boycott” or “discriminate against” companies in certain industries by prohibiting state entities from doing business with such institutions and/or investing the state’s assets (including pension plan assets) through such institutions; and (ii) ESG investment prohibitions requiring that state entities or managers/administrators of state investments make investments based solely on pecuniary factors without consideration of ESG or sustainability factors. If fundFund investors subject to such policies or legislation viewedmay view our funds or ESGsustainability-related practices, including our climate-related impact strategies, as being in contradiction of such “anti-ESG”applicable policies, legislation or legal interpretations,interpretations. such fund investors may not invest in, or may exit, our funds, our ability to maintain the size of our funds could be impaired, and it could negatively affect our results of operations, financial condition and cash flow. Additionally, assetAsset managers also have been subject to scrutiny on antitrust grounds related to ESG-focusedparticipation industryin workingcertain groups,sustainability initiatives and associations,initiatives, including organizations taking action seekingrelating to address climate change or climate-related risk.matters. Further, scrutiny of corporatecertain diversity, equity and inclusion (“DEI”) practices has increased and continues to increase. Some state attorneys general, private parties and members of Congress are asserting that certain corporate DEI practices are unlawful. There have been widely publicized social media campaigns criticizing the DEI practices at some companies. In addition, the Trump administration has announced initiatives targeting DEI programs and related measures that seek to address social inequality, including ending affirmative action regulations for federal contracts and directing government agencies to identify prominent businesses and other organizations for possible enforcement actions. Such anti-ESG and anti-DEI related policies, legislation, initiatives and scrutiny could increase our compliance costs, expose us to the risk of litigation, antitrust investigations and/or challenges by federal or state authorities, result in injunctions, penalties and reputational harm and/or require certain investors to divest or discourage certain fund investors from investing in our funds.increased.

We and many of our portfolio companies also may undertake voluntary reporting on various ESGsustainability matters, including those relating to greenhouse gas emissionsmatters and humanrelated capital management.metrics. The standards for tracking and reporting on ESGsustainability-related matters continue to evolve. SubsequentAs modificationa result, we may make subsequent changes to or restatement ofrestate voluntary information previously reportedreported. Further, with respect to both voluntary and mandated sustainability-related disclosures, we may createneed legal,to reputationalimplement measurement processes and disclosure controls and procedures to meet evolving investor, regulatory or businessother risk.stakeholder expectations, which we may not be able to do on a timely basis or at all.

If we, as the general partner, managing member or management company, or certain “key persons” engage in certain forms of misconduct, the governing agreements of our funds generally allow the investors of those funds to, among other things, remove the general partner, withdraw their capital prior to expiration of the applicable lock-up date, suspend or terminate the commitment period and/or dissolve the fund.fund (collectively, “termination events”). Certain of those events may happen upon the affirmative vote of a specified percentage of limited partner interests entitled to vote, whereas others may happen automatically absent a limited partner vote to waive the event. Moreover, if certain “key persons” fail to devote the requisite time and attention to managing the fund and/or the fund’s investments, the fund’s commitment period may be automatically suspended for a period of time, and, depending on the fund’s governing documents, may be terminated unless a majority in interest of the investors elect to continue the commitment period or an appropriate successor is approved by the fund’s advisory committee, and, in certain cases, the general partner may be removed. In addition, our funds generally have the ability to terminate their agreements with the relevant management companies for any reason. Our investment vehicles that are structured as “funds of onefunds-of-one” or SMAs have a single investor or a few affiliated investors that typically have the right to terminate the investment periodperiod, withdraw their capital prior to expiration of the applicable lock-up date or cause a dissolution of the vehicle under certain circumstances. Moreover, if certain “key persons” fail to devote the requisite time and attention to managing the fund, the fund’s commitment period will generally be automatically suspended for a period of time, typically 60 or 90 days, and, depending on the fund’s governing documents, may be terminated unless a majority in interest of the fund’s investors elect to continue the commitment period or an appropriate successor is approved by the fund’s advisory committee. While we believe that our investment professionals have appropriate incentives to remain in their respective positions based on equity ownership, profit participation and other contractual provisions, there can be no guarantee of the ongoing participation of our investment professionals in respect of our funds. If a general partner isand the management company are removed, we would no longer be involved in the management or control of the fund, and there could be no assurance regarding the fund’s ability to consummate investment opportunities and manage portfolio companies. In addition, if a general partner is removed for certain bad acts, the amount of accrued performance allocations we would otherwise receive may significantly decrease. Our funds often permit our funds’ investors to dissolve the fund prematurely upon the election of a specified percentage of investors, and the relevant threshold is increasingly a majority-in-interest of the fund’s investors. In the event that a fund is dissolved prematurely, it may be required to dispose of its investments at a disadvantageous time or make in-kind distributions. Although we periodically engage in discussions with fund investors and/or advisory committees of our funds regarding a waiver of such termination or “key person” event provisions or replacement of relevant key persons with respect to executives whose departures have occurred or are anticipated, such waiver or replacement is not guaranteed. Such an event with respect to any of our funds would likely result in significant reputational damage to us and could negatively impact our future fundraising efforts, cause us to agree to less favorable terms with respect to the affected fund or have a material adverse effect on our results of operations, financial condition and cash flow.

Certain of our open-ended funds and perpetual capital vehicles, including our BDC, have established share redemption programs, which may contain restrictions that limit the amount of shares that may be redeemed or purchased in particular periods. An increase in the number of investors requesting redemptions, or an increase in the amount of shares redeemed or purchased through such redemption programs, potentially in excess of established limits, could lead to a decline in the management fees and incentive fees we receive from these products. The governing agreements of such open-ended funds and perpetual capital vehicles permit us in certain circumstances to prorate, limit or suspend redemptions for a period of time. Any such proration, limitation or suspension may subject us to reputational harm, make such investment vehicles less attractive to investors in the future and deter future investment in these vehicles, all of which could have a material adverse effect on the revenues we derive from such vehicles. Certain of our funds, such as our closed-end funds, often permit a fund’s investors to dissolve the fund prematurely upon the election of a specified percentage of investors, such as a majority-in-interest of the fund’s investors. In the event that a fund is dissolved prematurely, it may be required to liquidate its investments at a disadvantageous time or make in-kind distributions to the fund’s investors. If we are required to liquidate fund investments at a disadvantageous time as a result of dissolution, management fees and performance allocations wouldcould, in certain circumstances, terminate, and we could ultimately realize lower-than-expected return on the investments and, perhaps, on the fund itself. In addition, most of our funds provide for the termination of the fund’s the commitment period early upon the election of a specified percentage of investors, and if exercised the fund’s ability to consummate, manage and/or dispose of its investments or otherwise achieve its investment objectives is likely to be negatively affected, and would result in a reduction in the amount of management fees that we are entitled to receive. We do not know whether, or under what circumstances, our funds’ investors are likely to exercise any such right.

In addition, because our funds generally have an adviser registered under the Advisers Act, each fund’s management agreement must require the fund’s consent for any “assignment” of the agreement, which may be deemed to occur in the event the investment advisers of our funds were to experience a change of control. Failure to obtain consent may constitute a violation of the management agreement. A change of control typically occurs if there is a transfer of more than 25% of the voting securities of an investment adviser or its parent. There can be no assurance that a change of control will not occur andand, in the event that a change of control occurs, there can be no assurance that we will obtain the consents required to assign our investment management agreements. See “—Risks Related to Our Organization Structure—A change of control of our company could result in an assignment of our investment advisory agreements.”

The portion of our revenues, earnings and cash flow we derive from performance allocations is highly variable and can vary significantly from quarter to quarter and year to year. The timing of performance allocations generated by our funds is uncertain and will contribute to the volatility of our results. It takes a substantial period of time to identify attractive investment opportunities, to raise the necessary funds and then to realize the investment through a sale, public offering, recapitalization or other exit. Even if an investment proves to be profitable, it may be several years before we realize any profits in cash or other proceeds. We cannot predict when, or if, any realization of an investment will occur. Generally, with respect to our private equity and credit distributions, although we recognize performance allocations on an accrual basis, we receive performance allocation payments (i) from our historicalprivate TPGequity and certain other funds, only upon disposition of an investment by the relevant fund and (ii) from our TPGCredit Angeloand Gordoncertain Real Estate funds, only after the respective fund’s investors have received their capital contributions in the fund and certain preferred returns, in each case contributing to the volatility of our cash flow. If our funds were to have a realization event in a particular quarter or year, it may have a significant impact on our results for that particular quarter or year that may not be replicated in subsequent periods. We recognize revenue on investments in our funds based on our allocable share of realized and unrealized gains (or losses) reported by such funds, and a decline in realized or unrealized gains, or an increase in realized or unrealized losses, would adversely affect our revenue, which could further increase the volatility of our results.

The timing and receipt of performance allocations also vary with the life cycle of certain of our funds. Our funds that have completed their investment periods and are able to realize mature investments are more likely to make larger distributions than our funds that are in their fundraising or earlier parts of their investment periods. During times when a significant portion of our AUM is attributable to funds that are not in the stage when they would realize investments, we may receive substantially lower distributions of performance allocations. Our TPGCredit Angeloand Gordoncertain Real Estate funds employ a European waterfall, and as a result, the general partners of these funds do not receive performance allocations for an extended period of time, even if multiple realizations have occurred within the fund. Relative to our historical TPGother funds that generally receive performance allocations following each realization, performance allocations from our TPGCredit Angeloand Gordoncertain Real Estate funds are expected to come later in their life cycle and to consist of larger relative amounts, increasing the volatility of our cash flow.

•the historical returns presented in this report derive largely from the performance of our existing funds, whereas future fund returns will depend increasingly on the performance of our newer funds or funds not yet formed, which may have little or no realized investment track record, may be invested by different investment professionals,professionals and may have lower target returns than our existing funds;

In addition, investment opportunities may involve companies that have historical and/or unresolved regulatory-, tax-, fraud- or accounting-related investigations, audits or inquiries and/or have been subject to public accusations of improper behavior (including bribery and corruption). Even specific, enhanced due diligence investigations with respect to such matters may not reveal or highlight all facts and circumstances that may be relevant to evaluating the investment opportunity and/or accurately identifying and assessing settlements, enforcement actions and judgments that could arise and have a material adverse effect on the portfolio company’s operations, financial condition, cash flow, reputation and prospects. Our due diligence investigations may not result in us making successful investments. Although our funds typically obtain representations and warranties insurance, such insurance may not be available on desired terms. Failure to identify risks associated with our investments could have a material adverse effect on our results of operations, financial condition and cash flow.

Many of our funds invest in securities,securities includingor equityother securities,instruments that are not publicly traded. In many cases, contracts we enter into or applicable securities laws prohibit our funds from selling such securities or instruments for a period of time. Our funds will generally be unable to sell these securities publicly unless we register their sale under applicable securities laws or we can rely on an available exemption, and in either case only at such times when we do not possess material non-public information. Our funds’ ability to dispose of investments is heavily dependent on the capital markets. For example, our ability to realize any value from an equity investment may depend upon our ability to complete an initial public offering. However, even with publicly traded securities, we may only dispose of large holdings over a substantial length of time, exposing our investment returns to market risk during the intended disposition period. Moreover, because the investment strategy of many of our private equity funds often entails us serving on our funds’ public portfolio company boards, our funds may be restricted from selling during certain time periods. Accordingly, our funds may be forced, under certain conditions, to either sell securities at a loss or defer, potentially for a considerable period of time, sales that they had planned to make.

Many of our funds invest a significant portion of their assets in the equity or other securities or instruments of issuerscompanies located outside the United States, including (in order of concentration as of December 31, 20242025) Europe, India, China, Australia, Singapore, Korea, and Malaysia. Investments in non-U.S. securities or companies that are based or have operations in countries outside of the United States, or otherwise generate revenue or have other touchpoints outside of the United States, involve certain factors not typically associated with investing in U.S. companies, including risks relating to:

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

In addition, restrictions on international trade or the recent or potential further imposition of tariffs may negatively impact investments in non-U.S. companies. See “—Ongoing trade negotiations and the potential for further regulatory reform in the United States and abroad may create regulatory uncertainty for us, our funds and our funds’ portfolio companies and our investment strategies and negatively impact the profitability of our funds and our funds’ portfolio companies.” For example, the tax and other authorities in certain countries, including certain EU member states,states and India, have sought to deny the benefits of income tax treaties or EU directives with respect to withholding taxes on interest and dividends and capital gains of non-resident entities. These various proposals and initiatives could result in an increase in taxes and/or increased tax withholding with respect to our fund investors. Adverse developments along these lines could negatively impact the assets we hold in certain countries or the returns from these assets.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the information presented in our historical financial statements and the related notes included elsewhere in this report. In addition to historical information, the following discussion contains forward-looking statements, such as statements regarding our expectation for future performance, liquidity and capital resources that involve risks, uncertainties and assumptions. Our actual results may differ materially from those contained in or implied by any forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those identified below and elsewhere in this report, particularly in “Cautionary Note Regarding Forward-Looking Statements,” and “Item 1A.—Risk FactorsFactors.”. We assume no obligation to update any of these forward-looking statements.

We completed the Peppertree Acquisition on NovemberJuly 1, 2023.2025. Accordingly, the results of TPG Angelo GordonPeppertree included in our consolidated results of operations for the year ended December 31, 20232025 are from NovemberJuly 1, 20232025 through December 31, 2023.2025.

In corporate credit markets, both U.S. and European high yield generated positive performance in the fourth quarter of 2024.2025. According to J.P. Morgan data, U.S. high yield gained 0.3%1.5% and the European market returned 1.8%0.8% during the three-month period. In the United States, high yield bond spreads tightenednarrowed by 20five basis points during the quarter to 314 basis points compared to 325 basisat points,the whilestart inof the year. In Europe, high yield spreads tightened 48by 1 basis pointspoint to endduring the quarter atto 345 basis points, down from 377 basisat points.the beginning of the year. The high yield default rate, measured on a trailing twelve-month basis, declined modestlyincreased from 1.6%1.4% to 1.5%1.9% in the United States butand increasedmodestly decreased from 2.7%3.3% to 3.3%3.2% in Europe. Additionally, the J.P. Morgan U.S. Leveraged Loan Index posted a 2.40%1.3% return, and the J.P. Morgan European Leveraged Loan Index posted a 2.1%0.9% return for the thirdfourth quarter of 2024.2025. From a spread and yield basis, the USU.S. Leveraged Loan Index ended the quarter at a yield of 8.2%7.7% and 426435 basis point spread, while the European Leverage Loan Index ended the quarter at a yield of 7.1%7.5% and 480500 basis point spread.

Acquisition of Angelo GordonPeppertree

On NovemberJuly 1, 2023,2025, we acquired Angelothe Gordonbusiness of Peppertree Capital Management, Inc. pursuant to the terms and subject to the conditions set forth in the Peppertree Transaction Agreement. Pursuant to the Peppertree Transaction Agreement, we acquired Angelo GordonPeppertree for both cash and non-cash consideration under U.S. GAAP equal to $1,143.4$389.6 million (the “Peppertree Purchase Price”),. comprisedSee of:Note 3 to our Consolidated Financial Statements for further details.

We consolidate the financial results of TPG Inc., TPG Operating Group and its consolidated subsidiaries, management companies, the general partners of funds and entities that meet the definition of a variable interest entity (“VIE”) for which we are considered the primary beneficiary.

Our key financial and operating measures are discussed below.below:

Fees and Other. Fees and other consists primarily of (i) management fees, (ii) monitoring fees, (iii) transaction fees, (iv) incentive fee income and (v) expense reimbursements from unconsolidated funds, portfolio companies and third parties. These fee arrangements are documented within the contractual terms of the governing agreements and are recognized when earned, which generally coincides with the period during which the related services are performed and in the case of transaction fees, upon closing of the transaction. Management fees include catch-up fees resulting from additional capital commitments from limited partners in subsequent closings. Monitoring fees may provide for a termination payment following an initial public offering or change of control. These termination payments are recognized in the period in which the related transaction closes.

Compensation and Benefits. Compensation and benefits expense includes (i) cash-based compensation and benefits, (ii) equity-based compensation and (iii) performance allocation compensation. Bonuses are accrued over the service period to which they relate. In addition, we have equity-based compensation arrangements that require certain TPG executives and employees to vest over a service period of generally one to five years, which under U.S. GAAP will result in compensation charges over current and future periods. In connection with our IPO and subsequent acquisition,acquisitions, we granted restricted stock units (“RSUs”) to executives and employees. Distributions of performance allocations in the legal form of equity made directly or indirectly to our partners and professionals are allocated and distributed, when realized, pro rata based on ownership percentages in the underlying investment partnership. These distributions were accounted for as distributions on the equity held by such partners rather than as compensation and benefits expense prior to the Reorganization and IPO and are now accounted for as performance allocation compensation.

Fees and other revenues increased by $552.4$337.1 million, or 36%,16%, during the year ended December 31, 2024,2025 compared to the year ended December 31, 2023.2024. This change resulted from a $450.0$188.4 million increase in management fees, a $90.1$106.4 million increase in transaction, monitoring and other fees and a $12.3$42.2 million increase in expense reimbursements and other.

Management Fees. ManagementThe $188.4 million increase in management fees increased by $450.0 million, or 38%, forduring the year ended December 31, 20242025 compared to the year ended December 31, 2023.2024 is attributable to:

Management•an feesincrease of $0.9 million from our GrowthCapital platform increased $10.9 million primarily attributabledue to Growthfees VI,earned from TPG X, which was activated during the third quarter of 2025, partially offset by a reduction in the fee basis of TPG VIII resulting from the realization of portfolio investments, a step-down in fee basis of TPG IX from committed to invested capital in the fourth quarter of 2023,2025 partially offset byand a decrease in fees from GrowthAsia V,VIII which primarily resultedresulting from acatch-up stepfees down in fee basis from committed to invested capitalrecognized during the firstyear quarterended ofDecember 2024.31, 2024;

Management•an feesincrease of $86.3 million from our Real EstateImpact platform decreased $8.5 million, primarily attributabledue to TREPfees III,earned from Rise Climate II, Rise Climate Global South and Rise Climate TI, which hadwere activated during the third quarter of 2024, partially offset by a step downstep-down in fee basis of Rise Climate I from committed capital to actively invested capital induring the secondfourth quarter of 2023.2024;

Certain managementCatch-up fees totalingtotaled $50.4$54.7 million earned during the year ended December 31, 20242025 were considered catch-up fees as a result of additional capital commitments from limited partners. Catch-up feesand primarily consisted of $21.9$34.8 million for AsiaGrowth VIIIVI, and $8.7$8.9 million for TGS.Europe Realty IV, and $7.5 million for Rise Climate II.

Transaction, Monitoring and Other Fees. Transaction, monitoring and other fees increased by $90.1$106.4 million for the year ended December 31, 20242025 compared to the year ended December 31, 2023.2024. This change was primarily driven by a $42.0 million increase in our Market Solutions platform as a result of increased capital markets activity among our portfolio companies involving our broker-dealer and acrystallization $18.8of millionT-POP increasefee-related inperformance monitoring fees earned from portfolio companies primarilyrevenues in our CapitalMarket Solutions platform.

Expense Reimbursements and Other. Expense reimbursements and other increased by $12.3$42.2 million, or 5%,17%, for the year ended December 31, 20242025 compared to the year ended December 31, 2023. This change was2024 primarily due to thean acquisitionincrease ofin reimbursable expenses from TPG Angelo Gordon in November 2023, partially offset by primarily lower income from our former affiliate. As of April 2024, the contracts to provide services to such party have ended.funds.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the information presented in our historical financial statements and the related notes included elsewhere in this report. In addition to historical information, the following discussion contains forward-looking statements, such as statements regarding our expectation for future performance, liquidity and capital resources that involve risks, uncertainties and assumptions. Our actual results may differ materially from those contained in or implied by any forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to,include those identified below and elsewhere in this report, particularly in “Cautionary Note Regarding Forward-Looking Statements,” and “Item 1A.—Risk Factors” and should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on February 17, 2026. We assume no obligation to update any of these forward-looking statements.

TPG is a leading global alternative asset manager with $306.2$326.8 billion in assets under management (“AUM”) as of MarchJune 31,30, 2026. We have built our firm through years of successful innovation and growth, and believe that we have delivered attractive risk-adjusted returns to our clients and established a premier investment business focused on the fastest-growing segments of the alternative asset management industry. We believe our distinctive business approach and diversified array of innovative investment platforms position us well to continue generating highly profitable, sustainable growth.

Note: AUM as of MarchJune 31,30, 2026.

The following table presents certain data about our Capital platform as of MarchJune 31,30, 2026 (dollars in billions):

TPG Capital is our North America and Europe-focused private equity investing business, with $57.4$60.7 billion in assets under management as of MarchJune 31,30, 2026. TPG Capital employs a sector-driven, highly thematic approach to sourcing and primarily seeks to invest in traditional buyouts, transformational deals such as corporate carve-outs and large-scale growth equity transactions. We invest in market leaders with fundamentally strong business models that are expected to benefit from long-term secular growth trends. We also seek to help our portfolio companies accelerate their growth under our ownership through a variety of operational improvements, such as by leveraging our human capital team to upgrade or enhance our management teams and boards, and by investing in organic and inorganic growth.

TPG was one of the first alternative asset management firms to establish a dedicated Asia franchise and began investing in the region in 1994. Currently, TPG Asia focuses on pursuing investments in the Asia-Pacific region, including Australia, India, Korea and Southeast Asia, with $23.3$23.6 billion in assets under management as of MarchJune 31,30, 2026. Our distributed regional footprint has provided a foundation for us to pursue highly attractive investing opportunities in the region with both new and existing products and strategies. We invest through a variety of transaction structures, including through partnerships with large corporations and families.

The following table presents certain data about our Growth platform as of MarchJune 31,30, 2026 (dollars in billions):

TPG Growth is our dedicated growth equity and middle market investing product, with $18.9$21.2 billion in assets under management as of MarchJune 31,30, 2026. TPG Growth seeks to make growth buyout and growth equity investments, primarily in North America and India.

TPG Tech Adjacencies (“TTAD”), with $8.8$10.1 billion in assets under management as of MarchJune 31,30, 2026, is a product we developed organically to pursue minority and/or structured investments in internet, software, digital media and other technology sectors. Specifically, TTAD aims to provide flexible capital for founders, employees and early investors seeking liquidity, as well as primary structured equity solutions for companies looking for additional, creative capital for growth.

The following table presents certain data about our Impact platform as of MarchJune 31,30, 2026 (dollars in billions):

The Rise Funds are our dedicated vehicles for investing globally in companies that generate business performance and strong returns alongside a demonstrable and significant positive societal impact, with $10.3$10.9 billion in assets under management as of MarchJune 31,30, 2026. The Rise Funds’ core areas of focus include climate and conservation, education, financial inclusion, food and agriculture, healthcare and impact services.

The following table presents certain data about our Credit platform as of MarchJune 31,30, 2026 (dollars in billions):

TPG Credit Solutions, with $20.9$21.9 billion in assets under management as of MarchJune 31,30, 2026, invests in stressed, distressed and special situation corporate credit opportunities, primarily in North America and Europe, and can dynamically pivot between the public and private markets. TPG Credit Solutions employs what we believe to be a differentiated, solutions-based approach that is capable of being executed in any market environment. TPG Credit Solutions seeks to align with companies, financial sponsors and business owners and to use its structuring skill and flexible capital base to create bespoke, bilaterally-negotiated financing transactions that help resolve complex and idiosyncratic financial challenges. TPG Credit Solutions funds may also opportunistically invest in securities acquired at what the investment team believes are discounted prices relative to their intrinsic value and offer the potential for contractual income and/or price appreciation. TPG Credit Solutions invests through the Credit Solutions, Essential Housing and Hybrid Solutions closed-end funds, as well as the Corporate Credit Opportunities open-ended fund.

TPG Direct Lending focuses on sourcing, underwriting and actively managing a diversified portfolio of lower middle market, senior secured loans, including revolvers and first lien debt, and seeks to deliver stable and attractive returns while minimizing volatility and protecting the downside. As a direct lender to private equity backed lower middle market companies primarily with $25.0 million of EBITDA or less, the product focuses on sourcing differentiated opportunities from our long-standing and diverse set of sponsor relationships. TPG Direct Lending includes the TPG AG Middle Market Direct Lending (“MMDL”) closed-end fund series and evergreen vehicle, SMAs, TPG Advantage Direct Lending (“ADL”), as well as a public, non-traded business development company (“BDC”), TPG Twin Brook Capital Income Fund (“TCAP”). As of MarchJune 31,30, 2026, TPG Direct Lending had $31.5$36.1 billion in assets under management.

TPG Asset Based Finance focuses on investment-grade asset-based finance and direct lending, with opportunities to expand through additional strategies over time. TPG Asset Based Finance invests through a variety of vehicles including the Mortgage Value Partners Fund open-ended hedge fund, the Asset Based Credit closed-end fund series and evergreen vehicle, SMAs and TPG Mortgage Investment Trust, Inc. (NYSE: MITT) (“MITT”), which is an externally managed, publicly traded residential mortgage real estate investment trust. As of MarchJune 31,30, 2026, TPG Asset Based Finance had $31.3$32.0 billion in assets under management.

TPG CLOs, with $8.8$8.7 billion in assets under management as of MarchJune 31,30, 2026, invest predominantly in non-investment grade senior secured bank loans. TPG CLOs investment team consists of members in both New York and London. The U.S. CLOs invest in U.S. dollar-denominated broadly syndicated loans, and the European CLOs invest in Euro-denominated loans and secured bonds. Our global platform allows us to provide our investors with diversification across industries and geographies as we construct well diversified, liquid portfolios that are actively traded. In addition to TPG CLOs, the platform also manages bespoke performing credit vehicles and commingled closed end CLO funds.

TPG Multi-Asset Credit, with $2.7$2.5 billion in assets under management as of MarchJune 31,30, 2026, invests across the breadth of Credit, with a geographic focus in the United States and Western Europe. TPG Multi-Asset Credit offers actively managed co-mingled funds, including the Super Fund, which changed its name to Dynamic Credit Income Fund, effective January 1, 2026, in addition to bespoke vehicles and various multi-strategy credit funds-of-one. These funds invest in public and private investment opportunities sourced from across Credit, as well as arbitrage strategies, including convertible arbitrage and merger arbitrage. TPG Multi-Asset Credit funds invest in, among other products, corporate loans and bonds, residential, consumer and asset-based loans and securities, hybrid instruments and derivative securities, including currency and interest rate hedges.

The following table presents certain data about our Real Estate platform as of MarchJune 31,30, 2026 (dollars in billions):

TPG Real Estate Partners (“TREP”), with $11.6$12.0 billion in assets under management as of MarchJune 31,30, 2026, focuses on acquiring and building platforms, which we believe creates more efficient operating structures and ultimately results in scaled investments that may trade at premium entity-level pricing in excess of the net asset value of individual properties. TREP utilizes a distinct theme-based strategy for sourcing and executing proprietary investments and, over time, many of these themes have aligned with TPG’s broader thematic sector expertise, particularly those pertaining to the healthcare and technology sectors.

TPG Real Estate Thematic Advantage Core-Plus (“TAC+”), with $2.5$4.0 billion in assets under management as of MarchJune 31,30, 2026, is an extension of our opportunistic real estate investment program. TAC+ targets investments in stabilized (or near stabilized) high-quality real estate, particularly in thematic sectors where we have gained significant experience and conviction. The investment strategy is designed to enhance traditional core-plus objectives of capital preservation and reliable current income generation by applying our differentiated thematic approach, strategy and skillset.

TPG AG U.S. Real Estate, with $5.7 billion in assets under management as of MarchJune 31,30, 2026, manages assets across various product sectors and has been active in many of the major U.S. real estate markets. TPG AG U.S. Real Estate focuses on purchasing what we believe to be underperforming and undervalued real estate assets, where we then execute an active asset management strategy to reposition and stabilize the properties. TPG AG U.S. Real Estate is diversified across property sectors, with a thematic portfolio construction focused on rental residential, industrial, self-storage, life science, student housing and medical office, among other sectors.

TPG AG Europe Real Estate, with $5.0$4.9 billion in assets under management as of MarchJune 31,30, 2026, manages assets across Europe, with investments primarily located in major cities in Western Europe and the United Kingdom. TPG AG Europe Real Estate focuses on sub-performing and distressed real estate assets. The TPG AG Europe Real Estate portfolio includes industrial, residential, office, hotel, retail, student housing, self-storage and other asset types.

TPG Asia Real Estate, with $5.7$6.3 billion in assets under management as of MarchJune 31,30, 2026, manages assets across Asia, with investments primarily in Japan, South Korea, Hong Kong, China and Singapore. TPG Asia Real Estate focuses on capitalizing on opportunistic investments primarily created through situations such as a lack of real estate expertise, illiquidity or distress. The TPG Asia Real Estate portfolio includes office, industrial, residential, hotel, retail, life science and other asset types.

TPG Net Lease, with $2.2$2.3 billion in assets under management as of MarchJune 31,30, 2026, focuses on single tenant commercial real estate, generally leased to non-investment grade tenants, largely acquired in simultaneous sale-leaseback transactions. TPG Net Lease primarily purchases existing facilities that are integral to the ongoing operations of the tenants, such as a company’s manufacturing plant or distribution centers. TPG Net Lease manages assets primarily located within the United States, with certain assets in the United Kingdom, Western Europe, Canada and Mexico.

TPG RE Finance Trust, Inc. (NYSE: TRTX) (“TRTX”) is externally managed by an affiliate of TPG and directly originates, acquires and manages commercial mortgage loans and other commercial real estate-related debt instruments in North America for its balance sheet. The platform’s objective is to provide attractive risk-adjusted returns to its stockholders over time through cash distributions. As of MarchJune 31,30, 2026, the TRTX loan investment portfolio consisted of 5052 first mortgage loans (or interests therein) and total loan commitments of $4.3$4.5 billion.

The following table presents certain data about our Market Solutions platform as of MarchJune 31,30, 2026 (dollars in billions):

NewQuest seeks to acquire private equity positions on a secondary basis in underlying portfolio companies whose businesses are substantially based in the Asia Pacific region. With $3.1 billion in assets under management as of MarchJune 31,30, 2026, NewQuest is principally focused on complex secondary transactions.

Established in 2021, TGS was created to invest in high-quality, stable private equity assets, which are principally based in North America and Europe, in partnership with third-party general partners. With $3.7$3.9 billion in assets under management as of MarchJune 31,30, 2026, TGS brings a primary private equity approach to the general partner-led secondaries market that leverages the TGS team’s deep investing experience and the insights and expertise of the broader TPG ecosystem.

TPG Private Equity Opportunities (“T-POP”) seeks to create an attractive and diversified portfolio of private equity assets primarily through making direct co-investments in transactions executed by TPG’s private equity strategies. Structured as a perpetual investment solution, T-POP accepts fully funded subscriptions monthly and aims to provide limited partners a liquidity option by means of a quarterly redemption program. T-POP launched in June 2025 and as of MarchJune 31,30, 2026, had $1.7$2.3 billion in assets under management.

Peppertree was formed in 2004 and acquired by TPG in July 2025. TPG Peppertree specializes in investing in wireless communication towers within the digital infrastructure space. With $7.8$8.9 billion in assets under management as of MarchJune 31,30, 2026, TPG Peppertree has made more than 180 investments through ten flagship funds, supporting the construction and acquisition of more than 11,000 wireless communication infrastructure assets.

Through our capital markets activities, we generate underwriting, placement, arrangement, structuring and advisory fee revenue. During the three and six months ended MarchJune 31,30, 20262026, our capital markets business drove $113.1 million and $196.3 million in transaction revenue, respectively. During the three and six months ended June 30, 2025, our capital markets business drove $83.2$47.1 million and $61.5$108.6 million in transaction revenue, respectively. We believe that the high margin profile of our business coupled with our consistent ability to deliver superior financing outcomes drives significant value to our portfolio companies and our stockholders.

In corporate credit markets, both U.S. and European high yield generated negativepositive performance in the firstsecond quarter of 2026. According to J.P. Morgan data, U.S. high yield wasreturned down 0.3%2.5% and the European market returned 1.5%3.9% during the three-month period. In the United States, high yield bond spreads widenedtightened by 4149 basis points during the quarter to 355306 basis points compared to 314355 at the start of the year.quarter. In Europe, high yield spreads widenedtightened by 6762 basis points during the quarter to 412350 basis points, updown from 345412 at the beginning of the year.quarter. The high yield default rate, measured on a trailing twelve-month basis, increased from 1.9%2.1% to 2.1%2.7% in the United States and modestlysignificantly decreased from 3.2%3.1% to 3.1%1.9% in Europe. Additionally, the J.P. Morgan U.S. Leveraged Loan Index postedreturned a (0.4%) return,2.02%, and the J.P. Morgan European Leveraged Loan Index posted areturned (1.0%0.95%) return for the firstsecond quarter of 2026. From a spread and yield basis, theThe U.S. Leveraged Loan Index ended the quarter at a yield of 8.4%8.99% and 484499 basis point spread, while the European Leverage Loan Index ended the quarter at a yield of 8.3%7.99% and 547529 basis point spread.

We are a holding company and our only business is to act as the owner of the entities serving as the general partner of the TPG Operating Group partnerships and our only material assets are Common Units representing approximately 42%43% of the outstanding Common Units and 100% of the interests in certain intermediate holding companies as of MarchJune 31,30, 2026. In our capacity as the sole indirect owner of the entities serving as the general partner of the TPG Operating Group partnerships, we indirectly control all of the TPG Operating Group’s business and affairs.

Three Months Ended MarchJune 31,30, 2026 Compared to Three Months Ended MarchJune 31,30, 2025

Revenues consisted of the following for the three months ended MarchJune 31,30, 2026 and 2025:

Fees and other revenues increased $76.6$135.9 million, or 14%,24%, during the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025. This change resulted primarily from a $60.5$70.2 million increase in management fees and a $21.7$66.0 million increase in transaction, monitoring and other fees.

Management Fees. The $60.5$70.2 million increase in management fees during the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025 is attributable to:

•ana increasedecrease of $3.2$32.3 million from our Growth platform primarily due to newcatch-up capitalfees raisedearned forfrom Growth VI during the lastthree twelvemonths months,ended June 30, 2025, partially offset by management fees earned from TECA resulting infrom anew largercapital fee-earningraised commitmentduring basethe three months ended June 30, 2026;

•aan decreaseincrease of $11.1$19.6 million from our Real EstateImpact platform drivenprimarily bydue the impact ofto catch-up fees earned from EuropeRise RealtyClimate IVII and Rise Climate TI during the three months ended MarchJune 31,30, 20252026; and

•an increase of $22.2$27.5 million from our Market Solutions platform primarily driven by the addition of management fees from TPG Peppertree, which was acquired in July 2025, and the activation of TGS II in the third quarter of 2025. The increase was further driven by the launch of T-POP in June 2025.

Catch-up management fees totaled $6.4$33.1 million during the three months ended MarchJune 31,30, 2026 and primarily consisted of $3.4$13.2 million for Rise Climate II, $9.3 million for TPG X and $2.9$4.2 million for Rise Climate II.TI.

Transaction, Monitoring and Other Fees. Transaction, monitoring and other fees increased $21.7$66.0 million, or 35%,140%, for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025, primarily driven by an increase in capital markets activity among our portfolio companies involving our broker-dealer within our Market Solutions platform.

Expense Reimbursements and Other. Expense reimbursements and other decreased $5.6$0.3 million, or 9%,0%, for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025, primarily driven by a reduction in reimbursements from TPG funds.

Performance Allocations. Performance allocations decreasedincreased $589.0$777.3 million for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025. Realized performance allocation gains for the three months ended MarchJune 31,30, 2026 and 2025 totaled $323.4$189.9 million and $213.4$438.6 million, respectively. Unrealized performance allocation losses for the three months ended March 31, 2026 totaled $461.8 million and unrealized performance allocation gains for the three months ended MarchJune 31,30, 2026 totaled $923.2 million. Unrealized performance allocation losses for three months ended June 30, 2025 totaled $237.2$102.8 million.