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Screener / SEC EDGAR /CIK 0001880661 /10-K filed Feb 17, 2026, compared with Feb 18, 2025 /Numbers from the XBRL of the 10-Ks
Nasdaq Financials · Asset Management

TPG Inc. TPG

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The 10-K against last year's

408 changes: 55 added, 80 removed, 265 reworded, 8 quiet changes

10-K Feb 17, 2026 vs Feb 18, 2025
Risk Factors 18.5% of the text changed · 51,952 words now · 36 new paragraphs, 40 gone MD&A 24.7% of the text changed · 18,876 words now · 19 new paragraphs, 40 gone Legal Proceedings 7.7% of the text changed · 1,287 words now Accounting Policies 7.8% of the text changed · 9,082 words now

10-K 0001880661-26-000011 (Feb 17, 2026) vs 10-K 0001880661-25-000014 (Feb 18, 2025)

Every paragraph, and how much of it changed

One bar per paragraph, in the order of the 10-K. Height and colour show the share of its words not in the closest paragraph a year earlier; the tallest bars are new paragraphs.

Risk Factors

499 paragraphs · 36 new · 180 reworded · 40 gone · 10-K Feb 17, 2026 against Feb 18, 2025
New paragraph Reworded (5% of its words or more) Same or nearly
Paragraph 213 · 49% changed Every version of it
Certain of our investment funds, in particular certain of our credit funds, invest in companies with weak financial conditions, poor operating results, substantial financial needs, negative net worth, special competitive problems or and/or securities that are illiquid, distressed or have other high-risk features, including business entities contemplating or involved in bankruptcy or other reorganization and liquidation proceedings. In these situations, it may be difficult to obtain full information as to the exact financial and operating conditions of these companies. Additionally, the fair values of these investments are subject to abrupt and erratic market movements and significant price volatility if they are publicly traded securities, and are subject to significant uncertainty in general if they are not publicly traded securities. Furthermore, some of our funds’ distressed investments may not be widely traded or may have no recognized market. A fund’s exposure to such investments may be substantial in relation to the market for those investments, and the assets are likely to be illiquid and difficult to sell or transfer. As a result, it may take a number of years for the market value of such investments to ultimately reflect their intrinsic value as perceived by us.
Paragraph 440 · 47% changed Every version of it
•Rules •In February 2022, the SEC proposed in February 2022 rules that would, if adopted, require would have required investment advisers to, among other things, to adopt cybersecurity policies and procedures reasonably designed to address cybersecurity risks, develop cybersecurity implement monitoring and protections and disclose certain information about cybersecurity risks and incidents; however, that proposal was subsequently withdrawn and not adopted. Notwithstanding the withdrawal, the SEC continues to bring enforcement actions under existing authorities where registrants fail to develop and implement cybersecurity protections that it deems appropriate and adequate to protect against cybersecurity incidents.
Paragraph 21 · 46% changed Every version of it
In the U.K. and Europe, there has been a shift from defined benefit pension plans to defined contribution plans, and many public pension funds, including in the United States, the U.K. and Europe, are and may continue to be significantly underfunded, all of which could reduce the amount of assets available for us to manage on behalf of certain of our clients. Moreover, certain institutional investors prefer to in-source their own investment professionals and make direct investments in alternative assets without the assistance of investment advisers like us. Such institutional investors may become our competitors and could cease to be our clients.
Paragraph 453 · 44% changed Every version of it
Furthermore, negative public sentiment could lead to heightened scrutiny and criticisms of our business model generally, or our business and investments in particular. For example, in June 2019, certain members of the U.S. Congress introduced the Stop Wall Street Looting Act of 2019, a comprehensive bill intended to fundamentally reform the private equity industry. In August 2021, legislation was introduced in the Senate proposing to change the definition of carried interest. The “Ending the Carried Interest Loophole Act” proposed to close the tax rate differential between carried interests and ordinary income and accelerate the recognition and payment of tax on the receipt of carried interest and would have material impact on our business if enacted. Other potential changes in legislation or regulation may include higher corporate tax rate, greater scrutiny on the private equity industry or elimination of carried interest or limitations of the capital gains tax. If the proposed bills or parts thereof, or other similar legislation, were to become law, it could negatively impact us, our funds’ portfolio companies and our investors.
Paragraph 315 · 42% changed Every version of it
Holders of our Class A common stock and Class B common stock will generally vote together as a single class on almost all matters submitted to a vote of our stockholders. Shares of our Class A common stock and Class B common stock entitle the respective holders to identical non-economic rights, except that each share of our Class A common stock entitles its holder to one vote on all matters to be voted on by stockholders generally, while each share of our Class B common stock entitles its holder to ten votes until the Sunset becomes effective; provided that, prior to the Sunset, shares of “Free Float” (as defined under the rules of FTSE Russell relating to the Russell indices) Class A common stock are entitled to at least 5.1% of the aggregate voting power (the “Free Float Threshold”) and the voting power of the Class B common stock will be reduced proportionately until the Free Float Threshold is met. After the Sunset becomes effective, each share of our Class B common stock will entitle its holder to one vote and GP LLC will no longer vote all shares attributable to TPG Partner Holdings and the Alabama Partnerships. Prior to the Sunset, GP LLC will exercise control over all matters requiring the approval of our stockholders, including the election of our directors and members of our Executive Committee and the approval of significant corporate transactions. After the Sunset becomes effective, the control over the votes of TPG Partner Holdings and the Alabama Partnerships will be passed through to the individual partners of TPG Partner Holdings and the Alabama Partnerships. The difference in voting rights could adversely affect the value of our Class A common stock to the extent that investors view, or any potential future purchaser of our company views, the superior voting rights and implicit control of the Class B common stock to have value.
Paragraph 35 · 41% changed Every version of it
Any 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 foregoing circumstances SEC could have a material adverse effect on our results of operations, financial condition and cash flow.
Paragraph 67 · 41% changed Every version of it
Anti-ESG There is so-called “anti-ESG” sentiment has gained momentum in the United States, States and elsewhere, with the Federal government and many states various jurisdictions having enacted or proposed “anti-ESG” policies or policies, legislation or taken initiatives or made related legal interpretations. determinations intended to address what they view as problematic practices. These include, for example, (i) targeting penalizing 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 fund Fund investors subject to such policies or legislation viewed may view our funds or ESG sustainability-related practices, including our climate-related impact strategies, as being in contradiction of such “anti-ESG” applicable policies, legislation or legal interpretations, such fund investors may not invest in, or may exit, our funds, our ability to maintain the size of our funds could be impaired, and it could negatively affect our results of operations, financial condition and cash flow. Additionally, asset interpretations. Asset managers also have been subject to scrutiny on antitrust grounds related to ESG-focused industry working groups, initiatives and associations, participation in certain sustainability initiatives, including organizations taking action seeking relating to address climate change or climate-related risk. matters. Further, scrutiny of corporate certain 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.
Paragraph 245 · 41% changed Every version of it
•providing other loan servicing, collateral agent, administrative agent or and other similar services; services, such as loan sourcing, loan due diligence and general services or administration services relating to loan portfolios;

MD&A

281 paragraphs · 19 new · 135 reworded · 40 gone · 10-K Feb 17, 2026 against Feb 18, 2025
New paragraph Reworded (5% of its words or more) Same or nearly
Paragraph 115 · 48% changed
Income Tax Expense. Income tax expense decreased by $8.2 The decrease in realized investment income and other, net of $13.0 million or 14% for during the year ended December 31, 2024 2025 compared to the year ended December 31, 2023 2024 resulted primarily due to income tax expense in connection with from an increase in valuation allowance our non-core expense partially offset by realizations from certain investments in our funds. Our non-core activity includes expenses of $41.0 million related to our unoccupied lease space and $28.9 million for strategic transaction activity during the year ended December 31, 2023 as compared to an income tax benefit in connection with a decrease in valuation allowance during the year ended December 31, 2024, offset by an increase in certain compensation expenses that are not tax deductible incurred during the year ended December 31, 2024. 2025.
Paragraph 37 · 48% changed
Management fees •an increase of $25.4 million from our Market Solutions Credit platform increased $8.8 million primarily due to TGS a higher fee base from deployment of capital in MMDL V and NewQuest V as a result of additional fee earning capital raised during the twelve months ended December 31, 2024, Credit Solutions III. These were partially offset by a decrease in fees from TPEP as a result of a decrease reduction in fee earning AUM. basis from MMDL III resulting from the realization of portfolio investments;
Paragraph 38 · 48% changed
Management fees •a decrease of $0.9 million from our Real Estate platform decreased $8.5 million primarily due to TREP III, which had a step down in fee basis from committed to invested capital Realty IX as the fund ceased paying fees beginning in the second quarter of 2023. 2025, partially offset by catch-up fees earned from Europe Realty IV; and
Paragraph 40 · 47% changed
Performance allocation income from our Growth platform was $362.4 Catch-up fees totaled $54.7 million for during the year ended December 31, 2024 compared to $121.7 2025 and primarily consisted of $34.8 million for the year ended December 31, 2023. Performance allocation income Growth VI, $8.9 million for the year ended December 31, 2024 was primarily driven by $156.8 Europe Realty IV, and $7.5 million from Growth IV, $120.8 million from Growth V and $83.6 million from TTAD for Rise Climate II. Performance allocation income for the year ended December 31, 2023 was primarily driven by gains of $80.8 million from Growth V and $64.4 million from Growth IV.
Paragraph 96 · 47% changed
Performance allocation income from our Growth platform was $362.4 Catch-up fees totaled $54.7 million for during the year ended December 31, 2024 compared to $121.7 2025 and primarily consisted of $34.8 million for the year ended December 31, 2023. Performance allocation income Growth VI, $8.9 million for the year ended December 31, 2024 was primarily driven by $156.8 Europe Realty IV, and $7.5 million from Growth IV, $120.8 million from Growth V and $83.6 million from TTAD for Rise Climate II. Performance allocation income for the year ended December 31, 2023 was primarily driven by gains of $80.8 million from Growth V and $64.4 million from Growth IV.
Paragraph 48 · 45% changed
Income taxes increased $14.7 The $709.9 million for increase in performance allocations during the year ended December 31, 2024 2025 compared to the year ended December 31, 2023, primarily due to an increase in distributable earnings allocable to TPG Inc. 2024 is attributable to:
Paragraph 199 · 45% changed
In May 2025, we 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, we further amended the Senior Unsecured Revolving Credit Facility to increase the size of the Senior Unsecured Revolving Credit Facility to $1.75 billion. During the year ended December 31, 2024, we used the net proceeds from the Senior Notes 2025, borrowings and Subordinated Notes to repay all the outstanding borrowings repayments under the Senior Unsecured Revolving Credit Facility. As of December 31, 2024, $1,200.0 million was Facility totaled $630.0 million. In February 2026, we borrowed $400.0 million, resulting in $1.35 billion available to be borrowed under the terms of the Senior Unsecured Revolving Credit Facility. During January 2025, the Company drew $180.0 million under its Senior Unsecured Revolving Credit Facility.
Paragraph 94 · 44% changed
Management fees •a decrease of $0.6 million from our Real Estate platform decreased $8.5 million primarily due to TREP III, Realty IX which had a step down in fee basis from committed to invested capital ceased paying fees beginning in the second quarter of 2023. 2025, partially offset by catch-up fees earned from Europe Realty IV; and

A paragraph is matched with the one last year that shares the most of its words; under half in common makes it new. The paragraphs shown are the 8 reworded the most in each section.

The paragraph that changed most in each section

The redline

Marked against last year's 10-K: cut words struck through, new words highlighted.

Risk Factors380 words changed in this paragraph; it is 58% similar to last year's version.
We rely on the reasonably secure processing, storage and transmission of confidential and other sensitive information in our computer systems and networks, and those of our service providers and their vendors. We are subject to various risks and costs associated with the collection, handling, storage and transmission of personally identifiable information and other sensitive information, including those related to compliance with U.S. and foreign data collection and collection, privacy laws and other contractual obligations, as well as those associated with the compromise of our the systems processing such information. In the ordinary course of our business, we collect and store a range of data, including our proprietary business information and intellectual property, and personally identifiable information of about our employees, our fund investors and other third parties, in our cloud applications and on our networks, as well as our service providers’ systems. The secure processing, maintenance and transmission of this information are critical to our operations. We, our service providers and their vendors face various security threats on a regular basis, including ongoing cybersecurity threats to and attacks on our and their information technology infrastructure that are intended to gain access to our proprietary information, destroy or modify data or disable, degrade or sabotage our systems. Cyber-incident techniques change frequently, may not immediately be recognized and can originate from a wide variety of sources. There has been an increase in the frequency, sophistication and ingenuity of the data security threats we and our service providers face, with attacks ranging from those common to businesses generally to those that are more advanced and persistent. Although we and our services providers take protective measures and endeavor to modify them as circumstances warrant, our computer systems, software and networks may be vulnerable to unauthorized access, theft, misuse, computer viruses or other malicious code, including malware, Further, cyber-attacks and other events security threats have become increasingly complex as a result of the emergence of new technologies, such as tools that could have harness generative AI and other machine learning techniques, which are able to identify and target new vulnerabilities in information technology systems. As a result, we may face a heightened risk of a security impact, and our ability breach or disruption with respect to monitor our service providers’ confidential information systems may be limited resulting from an attack by computer hackers, foreign governments or more difficult because we may not have direct access. Modifying or adjusting such protective measures may require increased allocation of Company resources. We may be the target of more advanced and persistent attacks because, as an alternative asset manager, we hold a significant amount of confidential and sensitive information about, among other things, our fund investors, portfolio companies and potential investments. We may also be exposed to a more significant risk if these acts are taken by state actors. Any of the above cybersecurity threats, fraudulent activities or security breaches suffered by our service providers and their vendors could also put our confidential and sensitive information at risk or cause the shutdown of a service provider on which we rely. We and our employees have been and expect to continue to be the target of fraudulent calls and emails, the subject of impersonations and fraudulent requests for money, including attempts to redirect material payment amounts in a transaction to a fraudulent bank account, and other forms of spam attacks, phishing or other social engineering, ransomware or other events. Cyber-criminals may attempt to redirect payments made at the closings of our investments to unauthorized accounts, which we or our services providers we retain, such as paying agents and escrow agents, may be unable to detect or protect against. The COVID-19 pandemic exacerbated these risks due to heavier reliance on online communication and the remote working environment, which may be less secure, and there has been a significant increase in malicious cyber activity involving terrorists.

Source: Item 1A, 10-K 0001880661-26-000011 vs Item 1A, 10-K 0001880661-25-000014

MD&A260 words changed in this paragraph; it is 49% similar to last year's version.
On March 4, 5, 2024, the Notes Issuer issued in an SEC-registered offering $400.0 $600.0 million aggregate principal amount of Fixed-Rate Junior Subordinated Senior Notes due 2064 2034 (the “Subordinated “2034 Senior Notes” and, collectively with the 2036 Senior Notes, the “Senior Notes”). The Subordinated 2034 Senior Notes bear interest at a rate of 6.950% per annum. Interest on the Subordinated Notes is payable quarterly in arrears will mature 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 5, 2034, unless earlier accelerated, redeemed or more occasions, to defer the payment of interest on the notes for up to five consecutive years. repurchased. The Subordinated 2034 Senior Notes are fully and unconditionally guaranteed, jointly and severally, by each of the Guarantors, and are unsecured and subordinated unsubordinated obligations of the Notes Issuer and the Guarantors. The Subordinated 2034 Senior Notes will mature bear interest at a rate of 5.875% per annum. Interest on the 2034 Senior Notes is payable semi-annually in arrears on March 15, 2064, unless earlier accelerated, redeemed or repurchased. 5 and September 5 of each year, beginning on September 5, 2024. 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 2034 Senior Notes contain certain covenants as set forth in the Subordinated 2034 Senior Notes’ Indenture and First Supplemental Supplement Indenture, 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.

Source: Item 7, 10-K 0001880661-26-000011 vs Item 7, 10-K 0001880661-25-000014

Accounting Policies205 words changed in this paragraph; it is 33% similar to last year's version.
In November 2024, September, 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (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 350-40): Targeted Improvements to the amounts of specified natural expenses (e.g., employee compensation, depreciation, intangible asset amortization, etc.) disclosed in 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 particular expense caption. Additionally, 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 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. Lastly, ASU 2024-03 requires separate disclosure of selling expenses. ASU 2024-03 is effective for the Company beginning in after December 15, 2026, 2027, with early adoption permitted. permitted at the beginning of an annual reporting period. The Company is currently evaluating the impact of adoption of ASU 2024-03 2025-06 on its Consolidated Financial Statements and disclosures. Statements.

Source: Item 8, Note 2 – Summary of Significant Accounting Policies, 10-K 0001880661-26-000011 vs Item 8, Note 2 – Summary of Significant Accounting Policies, 10-K 0001880661-25-000014

Legal Proceedings109 words changed in this paragraph; it is 63% similar to last year's version.
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 In one New York State court case, the District New York Court of Luxembourg against two former TPG partners and two individuals related Appeals recently affirmed a decision by the Appellate Division granting summary judgment to Apax involved the TPG-related parties on the sole remaining claim in the investment has been decided after trial that case, thereby ending that case in their favor on all claims and is now on appeal. 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. 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.

Source: Item 3, via Note 16 – Commitments and Contingencies, 10-K 0001880661-26-000011 vs Item 3, via Note 17 – Commitments and Contingencies, 10-K 0001880661-25-000014

Sentences and paragraphs added, removed or reworded

Every change, by type

Sentences and paragraphs of TPG's Risk Factors and MD&A, 10-K Feb 17, 2026 against 10-K Feb 18, 2025. Each links to the text at sec.gov.

All 408 Added 55Removed 80Reworded 265Quiet changes 8

Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier (may, could, will, not, significant, material…). A year or date rolling forward is not counted.

The full word list

adverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would

AddedRisk Factors
In addition, we have increasingly undertaken business initiatives to increase the number and types of investment products and vehicles we offer to investors, especially individual (non-institutional) investors (including investors often described as high net worth individuals, family offices, mass affluent individuals or accredited investors). In some cases, we distribute offers to such investors indirectly through third-party vehicles sponsored by brokerage firms, private banks or other third parties, and in other cases, directly to the qualified clients of private banks, independent investment advisors and brokers. In other cases, we design products specifically for direct investment by individual investors in the United States, some of whom may not be accredited, or similar investors in non-U.S. jurisdictions. Such products are regulated by the SEC in the United States and by other similar regulatory bodies in non-U.S. jurisdictions. Accessing individual investors and selling products directed at such investors exposes us to new and greater levels of risk, including:
Read it in 10-K Feb 17, 2026 at sec.gov
AddedRisk Factors
•more complex operational burden, such as potential obligations to conduct more frequent valuation processes and increased demands on administrative, operational and accounting resources; and
Read it in 10-K Feb 17, 2026 at sec.gov
AddedRisk Factors
To the extent that we continue to distribute products through new channels, including through unaffiliated firms and/or those providing access to retail investors, or market our funds to new types of investors, we may be unable to effectively monitor or control the manner of their distribution. This could result in litigation or regulatory action against us, including with respect to, among other things, claims that we distributed products through such channels to investors for whom they are unsuitable, in a manner inconsistent with our regulatory requirements or in any other inappropriate manner, claims related to conflicts of interests or claims related to the adequacy of disclosure to investors. In addition, regulations applicable to our arrangements with such distributors and channels increase the compliance burden associated with onboarding new distributors or pursuing new distribution channels, resulting in increased cost and complexity. Although we engage in due diligence and onboarding procedures that seek to uncover issues relating to the third parties through which individual investors access our products, we do not control and have limited information regarding many of these third-party channels and, therefore, we are exposed to the risks of reputational damage, regulatory scrutiny and legal
Read it in 10-K Feb 17, 2026 at sec.gov
AddedRisk Factors
liability to the extent such third parties improperly market our products to investors. Moreover, the distribution of such products, including through new channels, whether directly or through market intermediaries, including in the individual investor or private wealth management channel, could expose us to additional regulatory risk such as actions by state and federal regulators with respect to product suitability, distributor eligibility, investor classification, compliance with securities laws, conflicts of interest and the adequacy of our disclosure.
Read it in 10-K Feb 17, 2026 at sec.gov
AddedRisk Factors
Our initiatives to build or acquire new investment strategies, expand into new markets or grow our individual investor base require the investment of significant time, effort and resources, such as the potential hiring of additional personnel, the implementation of new operational, compliance and other systems and processes and the development or implementation of new technology. There can be no assurance that any new product, business or venture we develop internally or by acquisition will succeed.
Read it in 10-K Feb 17, 2026 at sec.gov
AddedRisk Factors
Sustainability-related compliance and reporting may result in increased compliance costs, litigation or enforcement actions, reputational harm, irreconcilable inconsistencies across jurisdictions and/or some investors not investing in or seeking to exit our funds.
Read it in 10-K Feb 17, 2026 at sec.gov
Show the other 72
AddedRisk Factors
In addition, regulators in some jurisdictions have scrutinized sustainability-related disclosures by asset managers, often referred to as “greenwashing.” A regulator could take issue with our past or future sustainability disclosures. They also could take issue with our other responsible investing practices. More generally, sustainability regulation and enforcement in the jurisdictions applicable to us, our funds and their portfolio companies continue to evolve. In some cases, regulatory changes or enforcement practices may increase our compliance costs or require us to change business practices.
Read it in 10-K Feb 17, 2026 at sec.gov
AddedRisk Factors
We also may undertake voluntary reporting on various sustainability matters and related metrics. The standards for tracking and reporting on sustainability-related matters continue to evolve. As a result, we may make subsequent changes to or restate voluntary information previously reported. Further, with respect to both voluntary and mandated sustainability-related disclosures, we may need to implement measurement processes and disclosure controls and procedures to meet evolving investor, regulatory or other stakeholder expectations, which we may not be able to do on a timely basis or at all.
Read it in 10-K Feb 17, 2026 at sec.gov
AddedRisk Factors
The policies, legislation, initiatives, legal determinations, scrutiny or other matters discussed in the preceding paragraphs could result in increased compliance costs, litigation or enforcement actions, reputational harm, irreconcilable inconsistencies across jurisdictions and/or some investors not investing in or seeking to exit our funds, which could have a material adverse effect on our business, financial condition or results of operations.
Read it in 10-K Feb 17, 2026 at sec.gov
AddedRisk Factors
In recent years, the United States has altered its approach to international trade policy and, in some cases, renegotiated, or terminated, certain existing bilateral or multi-lateral trade agreements and treaties with foreign countries. For example, the United States has imposed, or threatened to impose, a series of various tariffs and restrictions on a variety of goods imported into the United States, and, beginning in April 2025, the United States implemented significant new and expanded tariffs, including reciprocal tariffs, on such imported products, with an emphasis on China, Canada, Mexico and
Read it in 10-K Feb 17, 2026 at sec.gov
RemovedRisk Factors
While we expect the Acquisition to benefit the Company and our stockholders, the completion of the Acquisition also exposed our business to new and varying risks. We also cannot assure you that we will continue to successfully integrate TPG Angelo Gordon or otherwise realize all the expected benefits of the Acquisition. The success of the Acquisition depends on, among other things, our ability to continue to:
Read it in 10-K Feb 18, 2025 at sec.gov
RemovedRisk Factors
•integrate TPG Angelo Gordon’s business model and people into our businesses, including realizing the benefits of expected synergies and properly managing potential conflicts of interest; and
Read it in 10-K Feb 18, 2025 at sec.gov
RemovedRisk Factors
•implement adequate investment processes, controls and procedures that are appropriate for the combined company, including TPG Angelo Gordon’s obligations to provide financial reporting as part of a public company, and to manage any associated incremental operating costs.
Read it in 10-K Feb 18, 2025 at sec.gov
RemovedRisk Factors
In addition, other events outside of our control, such as the political climate, macroeconomic events and regulatory or legislative changes, including in new jurisdictions in which we now operate as a result of the Acquisition, could limit our ability to realize all the anticipated benefits from the Acquisition.
Read it in 10-K Feb 18, 2025 at sec.gov
RemovedRisk Factors
TPG Angelo Gordon operates its business as a discrete TPG platform focused on credit and real estate investments. These investments pose risks that the Company did not face prior to the Acquisition, many of which may be material. These risks include:
Read it in 10-K Feb 18, 2025 at sec.gov
RemovedRisk Factors
Scrutiny from fund investors and regulators on ESG matters and evolving regulatory and other requirements may affect investment opportunities for our funds, negatively impact our ability to raise or deploy capital from investors, and result in additional compliance costs.
Read it in 10-K Feb 18, 2025 at sec.gov
RewordedRisk Factors
Shares of our Class A common stock and Class B common stock entitle the respective holders to identical non-economic rights, except that each share of our Class A common stock entitles its holder to one vote on all matters to be voted on by stockholders generally, while each share of our Class B common stock entitles its holder to ten votes until the Sunset becomes effective; provided that, prior to the Sunset, shares of “Free Float” (as defined under the rules of FTSE Russell relating to the Russell indices) Class A common stock are entitled to at least 5.1% of the aggregate voting power (the “Free Float Threshold”) and the voting power of the Class B common stock will be reduced proportionately until the Free Float Threshold is met.
Read it in 10-K Feb 17, 2026 at sec.gov
RewordedRisk Factors
After the Sunset becomes effective, the Class B common stock will have one vote per share instead of ten votes per share, meaning that GP LLC, as and control over the owner voting of Class B common stock will be passed through to the general individual partners of TPG Partner Holdings and the Alabama Partnerships, will no longer control Partnerships and to the appointment other entities holding shares of directors or be able to direct the vote on all matters that are submitted to our stockholders for a vote. Class B common stock.
Read it in 10-K Feb 17, 2026 at sec.gov
RewordedRisk Factors
Shares of our Class A common stock and Class B common stock entitle the respective holders to identical non-economic rights, except that each share of our Class A common stock entitles its holder to one vote on all matters to be voted on by stockholders generally, while each share of our Class B common stock entitles its holder to ten votes until the Sunset becomes effective; provided that, prior to the Sunset, shares of “Free Float” (as defined under the rules of FTSE Russell relating to the Russell indices) Class A common stock are entitled to at least 5.1% of the aggregate voting power (the “Free Float Threshold”) and the voting power of the Class B common stock will be reduced proportionately until the Free Float Threshold is met.
Read it in 10-K Feb 17, 2026 at sec.gov
RewordedRisk Factors
If fund Fund investors subject to such policies or legislation viewed may view our funds or ESG sustainability-related practices, including our climate-related impact strategies, as being in contradiction of such “anti-ESG” applicable policies, legislation or legal interpretations, such fund investors may not invest in, or may exit, our funds, our ability to maintain the size of our funds could be impaired, and it could negatively affect our results of operations, financial condition and cash flow. interpretations.
Read it in 10-K Feb 17, 2026 at sec.gov
RewordedRisk Factors
China has recently enforced stringent regulations (including the latest amendment to the Juvenile Protection Law, which came into effect effective on June April 26, 2024, and the enactment of the Regulations on the Juvenile Protection in Cyberspace, effective January 1, 2021) 2024) “to protect the physical and mental health of minors,” including significant limitations on the use of online gaming and gaming, private tutoring services and other internet platforms for young adults and teenagers in China. China, and require real-name registration and usage time limits for underage users.
Read it in 10-K Feb 17, 2026 at sec.gov
RewordedRisk Factors
Additionally, in certain circumstances, our investment professionals overseeing an investment for one fund may be unaware, be, as a result of information barriers, of unaware of, or otherwise prohibited from acting on or disclosing, information obtained while dealing with another’s fund investment in the same portfolio company. company, even though such action or disclosure could be in a fund’s, or our, interests (e.g., when a TPG fund holds an interest in a
Read it in 10-K Feb 17, 2026 at sec.gov
RewordedRisk Factors
After the Sunset becomes effective, the Class B common stock will have one vote per share instead of ten votes per share, meaning that Accordingly, GP LLC, as the owner of the general partners of TPG Partner Holdings and the Alabama Partnerships, LLC will no longer control the appointment of directors or be able to direct the vote on all matters that are submitted to our stockholders for a vote.
Read it in 10-K Feb 17, 2026 at sec.gov
RewordedRisk Factors
Such laws and regulations strengthen the rights of individuals (data subjects), individual data subjects, mandate stricter controls over the processing of personal data by both controllers and processors of personal data and impose stricter sanctions with substantial administrative fines and potential claims for damages from data subjects for breach of their rights, among other requirements.
Read it in 10-K Feb 17, 2026 at sec.gov
RewordedRisk Factors
The After the Sunset becomes effective, the Class B common stock will have one vote per share instead of ten votes per share, and control over the voting of Class B common stock will instead be passed through to the individual partners of TPG Partner Holdings and the Alabama Partnerships. Partnerships and to the other entities holding shares of Class B common stock.
Read it in 10-K Feb 17, 2026 at sec.gov
RewordedRisk Factors
Anti-ESG There is so-called “anti-ESG” sentiment has gained momentum in the United States, States and elsewhere, with the Federal government and many states various jurisdictions having enacted or proposed “anti-ESG” policies or policies, legislation or taken initiatives or made related legal interpretations. determinations intended to address what they view as problematic practices.
Read it in 10-K Feb 17, 2026 at sec.gov
RewordedRisk Factors
Our determination of whether to engage a professional as an employee or a consultant can give rise to conflicts of interest because, in general, except with respect to certain in-house, foreign office and specialized operational services provided to certain funds, we bear the compensation costs for our employees whereas compensation costs for consultants could be paid by us, a fund or a
Read it in 10-K Feb 17, 2026 at sec.gov
RewordedRisk Factors
In addition, under certain circumstances, a lender that has inappropriately exercised control of the management and policies of a bankruptcy debtor may have its claims as a creditor subordinated or disallowed, disallowed and may also be subject to claims brought by or may be found liable on behalf of the debtor, other creditors or third parties for damages allegedly suffered by parties as a result of the lender having exercised such actions. control.
Read it in 10-K Feb 17, 2026 at sec.gov
Quiet changesRisk Factors
Given the breadth of our portfolio across platforms, our funds may often invest in a competitor or customer of, or service provider or supplier to, a portfolio company of another fund, which could give rise to a variety of conflicts of interest.
Read it in 10-K Feb 17, 2026 at sec.gov
Quiet changesRisk Factors
In limited circumstances, we may erect temporary information barriers to restrict the transfer of non-public information, which limit our funds’ abilities to benefit from TPG our expertise and could be breached, resulting in the same restrictions on their investment activities.
Read it in 10-K Feb 17, 2026 at sec.gov
Quiet changesRisk Factors
Between the IPO’s second and third anniversary, the TPG Partner Vehicles and the TPG partners were able to transfer or exchange up to 33.33% of their Class A common stock, or any shares of Class B common stock or any Common Units, owned as of the IPO’s closing, as applicable; between the IPO’s third and fourth anniversary, the TPG Partner Vehicles and the TPG partners may were able to transfer or exchange up to 66.66% of their original holdings of Class A common stock, or any shares of Class B common stock or any Common Units, owned as of the IPO’s closing, as applicable; and after the IPO’s fourth anniversary, the TPG Partner Vehicles and the TPG partners may transfer or exchange up to 100% of their Class A common stock, or any shares of Class B common stock or any Common Units, as applicable (in each case, with respect to Common Units, subject to the terms of the A&R Exchange Agreement (as defined herein)).
Read it in 10-K Feb 17, 2026 at sec.gov
Quiet changesRisk Factors
While we believe the geographic distribution of our portfolio diversifies TPG’s physical climate risk, some physical risk is inherent in the companies in our portfolio, particularly in some real estate holdings and Asia- and Africa-based investments and in the unknown potential for extreme weather that could occur related to climate change.
Read it in 10-K Feb 17, 2026 at sec.gov
AddedMD&A
2025 was marked by significant volatility and rapid shifts in market sentiment, driven primarily by trade policy developments, monetary policy adjustments, geopolitical tensions and evolving macroeconomic indicators. The year began with heightened uncertainty due to sweeping tariffs announced by the U.S. administration in the first half, which triggered sharp selloffs across equity, credit and commodities. However, as the year progressed, softening of these policies combined with resilient corporate earnings and moderating inflation contributed to a recovery in risk assets and a generally positive market tone in the latter half.
Read it in 10-K Feb 17, 2026 at sec.gov
AddedMD&A
In U.S. equities, the S&P 500, Nasdaq and Dow Jones Industrial Average posted sharp losses in the first quarter amid trade-related uncertainty, but rebounded sharply in the second and third quarters on strong earnings and thematic growth in artificial intelligence and data center investments. For the full year, the S&P 500 returned 16.4%, the Dow Jones Industrial Average 13.0% and the NASDAQ Composite 20.4%. Communication Services, Information Technology and Industrials sectors outperformed with annual returns of 32.4%, 23.3%, and 17.7% respectively. Real Estate, Consumer Staples and Energy were relative laggards, returning (0.3%), 1.3% and 5.0% respectively. Volatility, as measured by the CBOE Volatility Index, spiked in early 2025 but moderated significantly by year-end and closed the year slightly lower on a year-over-year basis. Global equity markets performed in-line or better with U.S. returns, with the MSCI Europe Index rising 16.3%, the MSCI Asia Pacific Index gaining 25.3% and the MSCI World Index rising 19.5% for 2025.
Read it in 10-K Feb 17, 2026 at sec.gov
AddedMD&A
Inflation stabilized throughout 2025, though remains stubbornly above the Federal Reserve's 2.0% target. The November Consumer Price Index (“CPI”) was up 2.7% year-over-year, with core CPI, which excludes food and energy, rising slightly lower at 2.6%. The labor market showed signs of weakening as the year progressed. Non-farm payroll additions averaged approximately 111,000 in the first quarter but turned negative in several months during the second half of the year, including a decline of 105,000 jobs in October. The Unemployment Rate ticked up slightly over the course of the year, standing at 4.6% as of November 2025 versus 4.0% as of January 2025. U.S. GDP contracted at a 0.6% annualized rate in Q1, though increased 3.8% and 4.3% in Q2 and Q3 2025, respectively.
Read it in 10-K Feb 17, 2026 at sec.gov
AddedMD&A
Amid the economic backdrop and cooling labor market, the Federal Reserve lowered interest rates by 0.25% at September, October, and December FOMC meetings bringing cumulative rate cuts for 2025 to 0.75% compared with the 1.00% of cuts in 2024. Following the most recent cut, the Federal Funds target range is 3.75% to 4.00%.
Read it in 10-K Feb 17, 2026 at sec.gov
AddedMD&A
The U.S. Treasury yield curve steepened in 2025, nearly erasing the inversion that had persisted since 2022. Long-term yields climbed while short-term yields declined, influenced by concerns over the U.S. budget deficit and tariff-driven inflation at the long end, and Federal Reserve rate cuts at the short end. Yields at the front end of the curve fell by roughly 60 basis points year-over-year, with the 2-Year Treasury yield ending the year at 3.48%. In contrast, yields at the long end of the curve rose modestly with the 30-Year Treasury finishing the year with a yield of 4.85%, up six basis points year-over-year.
Read it in 10-K Feb 17, 2026 at sec.gov
AddedMD&A
•an increase of $68.1 million from our Growth platform primarily due to new capital raised for Growth VI during the last twelve months, resulting in a larger fee-earning commitment base;
Read it in 10-K Feb 17, 2026 at sec.gov
AddedMD&A
•an increase of $65.5 million from our Growth platform primarily due to new capital raised for Growth VI during the last twelve months, resulting in a larger fee-earning commitment base;
Read it in 10-K Feb 17, 2026 at sec.gov
AddedMD&A
In the first quarter of 2025, we began reporting Fee-Earning Deployment and Realizations separately from Net Change in Investment Activity. We believe this additional disclosure is helpful to understand key drivers associated with our FAUM. Updating the presentation did not have any impact on total FAUM.
Read it in 10-K Feb 17, 2026 at sec.gov
AddedMD&A
(6)Market Activity and Other represents income activity for our funds for which management fees are calculated based on invested net capital or net asset value, as well as foreign exchange fluctuations.
Read it in 10-K Feb 17, 2026 at sec.gov
AddedMD&A
(19)T-POP Total Return reflects a per unit return based on Class R-I, including reinvestment of any dividends received during the period (if applicable), and no upfront selling commission, net of all fees and expenses incurred by T-POP. Total Return for Class R-S is 23%.
Read it in 10-K Feb 17, 2026 at sec.gov
RemovedMD&A
On January 12, 2022, we completed a corporate reorganization (the “Reorganization”), which included a corporate conversion of TPG Partners, LLC to a Delaware corporation named TPG Inc., in conjunction with an initial public offering (the “IPO”) of our Class A common stock. The IPO closed on January 18, 2022. Unless the context suggests otherwise, references in this report to “TPG”, “the Company”, “we”, “us” and “our” refer (i) prior to the completion of the Reorganization and IPO to TPG Group Holdings SBS, L.P. and its consolidated subsidiaries and (ii) from and after the completion of the Reorganization and IPO to TPG Inc. and its consolidated subsidiaries.
Read it in 10-K Feb 18, 2025 at sec.gov
RemovedMD&A
Economic dynamics and financial conditions provided an accommodating backdrop for global markets in 2024, with the combination of moderating inflation, easing monetary policy, continued economic growth and AI-related enthusiasm driving risk assets higher and credit spreads tighter.
Read it in 10-K Feb 18, 2025 at sec.gov
RemovedMD&A
U.S. economic activity continued to expand in 2024. Quarter-over-quarter, real gross domestic product (“GDP”) grew at an annualized rate of 1.4%, 3.0% and 3.1%, respectively, for the first three quarters of 2024. In aggregate, 2024 GDP is estimated to have grown 2.7% relative to 2023. The labor market remained strong, though the unemployment rate ticked up slightly to end the year at 4.1%, up from 3.7% as of the end of 2023.
Read it in 10-K Feb 18, 2025 at sec.gov
RemovedMD&A
Despite the robust economic growth and resilience in the labor market, inflation in the United States moderated throughout 2024 but still remains elevated relative to the Federal Reserve long-term target of 2.0%. The December reading of the U.S. Consumer Price Index (“CPI”) showed prices increased 2.7% over the prior twelve months, a slower pace of growth than the 3.1% level observed as of the end of 2023. Similarly, core CPI, which excludes food and energy, fell to 3.3% annual growth as of the latest reading, down from 4.0% as of the end of 2023.
Read it in 10-K Feb 18, 2025 at sec.gov
RemovedMD&A
The trajectory of inflation towards the Federal Reserve’s 2.0% target provided the central bank confidence to reduce interest rates during the year for the first time since the onset of the COVID-19 pandemic. After holding target federal funds rate steady at 5.25%-5.50% for a year, the Federal Reserve cut rates by 50 basis points at its September 2024 meeting, followed by 25 basis point reductions at both its November and December 2024 meetings. As of the end of 2024, the federal funds target range sits at 4.25%-4.50%, with additional cuts expected in 2025.
Read it in 10-K Feb 18, 2025 at sec.gov
RemovedMD&A
The U.S. Treasury market was relatively volatile in 2024. The yield curve steepened throughout the year as yields at the short end of the curve fell in response to rate cuts by the Federal Reserve, while longer dated bonds sold off. Yields on the 10-Year Treasury ended the year 4.57%, up 69 basis points from the start of the year. 2-Year Treasury yields were flat year-over year, ending 2024 at 4.24%.
Read it in 10-K Feb 18, 2025 at sec.gov
RemovedMD&A
Major U.S. equity indices recorded significant gains during 2024, with the S&P 500, Nasdaq and Dow Jones rising 23.3%, 28.6% and 12.9%, respectively, during the year. Indices were led higher by a collection of mega-cap stocks, including Nvidia, Microsoft, Amazon, Apple, Alphabet, Meta and Tesla, which collectively represent approximately one third of the S&P 500 as of December 31, 2024—the highest level of concentration in the index’s history. Technology sectors outperformed during the year, driven by AI-related enthusiasm, with Communication Services and Information Technology S&P sectors gaining 38.9% and 35.7%, respectively. Materials, Healthcare and Real Estate sectors were relative laggards throughout the year, posting performances of (1.8%), 0.9% and 1.7%, respectively. Volatility in the U.S. equity market, as measured by the CBOE Volatility Index, was modestly higher year-over-year, ending 2024 at 17.4, up from 12.5 as of the end of 2023. Global equity markets rose over 2024, though lagged the United States, with the MSCI Europe Index rising 5.8%, the MSCI Asia Index rising 7.2% and the MSCI World Index gaining 17.0% during the year.
Read it in 10-K Feb 18, 2025 at sec.gov
RemovedMD&A
•the rights to an aggregate cash payment, payable in three payments of up to $50.0 million each, reflecting an aggregate of $150.0 million (the “Aggregate Annual Cash Holdback Amount”); and
Read it in 10-K Feb 18, 2025 at sec.gov
RemovedMD&A
•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”).
Read it in 10-K Feb 18, 2025 at sec.gov
RemovedMD&A
Expenses of Consolidated Public SPACs. Expenses of consolidated Public SPACs consist of interest expense and other expenses related primarily to professional services fees, research expenses, trustee fees, travel expenses and other costs associated with organizing and offering these entities.
Read it in 10-K Feb 18, 2025 at sec.gov
RemovedMD&A
Investment and Other Income of Consolidated Public SPACs. Investment and other income of consolidated Public SPACs include changes in the fair value of derivative contracts entered into by our consolidated Public SPAC entities, which are included in current period earnings and interest, dividend and other income earned by the consolidated Public SPACs.
Read it in 10-K Feb 18, 2025 at sec.gov
RewordedMD&A
Cash-based compensation and benefits 894,382 835,328 Equity-based compensation 813,741 1,006,312 Performance allocation compensation 1,427,458 930,053 Total compensation and benefits 3,135,581 2,771,693 General, administrative and other 702,173 583,733 Depreciation and amortization 144,542 135,386 Interest expense 112,111 87,511 Total expenses 4,094,407 3,578,323 Investment income (loss) Net (losses) gains from investment activities (2,847) (29,326) 6,564 Interest, dividends and other 93,620 82,743 42,622 Investment and other income of consolidated Public SPACs — 8,359 Total investment income 90,773 53,417 Income (loss) 53,417 57,545 (Loss) income 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 Net income attributable to redeemable equity in Public SPACs — 12,044 (loss) 599,585 (76,915) Net loss 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 $ 184,588 $ 23,483 $ 80,090 (1) Net income (loss) per share data:
Read it in 10-K Feb 17, 2026 at sec.gov
RewordedMD&A
December 31, 2025 December 31, 2024 2023 ($ in thousands) Assets Cash and cash equivalents $ 826,105 $ 808,017 $ 665,188 Investments 9,211,816 7,503,281 6,724,112 Due from affiliates 573,590 447,012 418,977 Intangible assets and goodwill 1,158,027 969,786 1,085,587 Right-of-use assets 552,254 208,501 Deferred tax assets 860,676 352,951 Other assets 807,013 475,808 310,467 245,561 Total assets $ 13,492,935 $ 10,535,109 $ 9,369,672 Liabilities and Equity Debt obligations $ 1,722,547 $ 1,281,984 $ 945,052 Due to affiliates 694,632 465,137 143,175 Accrued performance allocation compensation 5,399,750 4,376,523 4,096,052 Operating lease liabilities 604,593 223,131 Other liabilities 819,476 824,259 935,038 596,345 Total liabilities 9,356,560 6,943,120 6,008,538 Equity Class A common stock $0.001 par value, 2,340,000,000 shares authorized (109,211,355 (153,113,961 and 80,596,501 109,211,355 shares issued and outstanding as of December 31, 2024 2025 and December 31, 2023, 2024, respectively) 153 109 80 Class B common stock $0.001 par value, 750,000,000 shares authorized (255,756,502 (224,331,812 and 281,657,626 255,756,502 shares issued and outstanding as of December 31, 2024 2025 and December 31, 2023, 2024, respectively) 224 256 282 Preferred stock, $0.001 par value, 25,000,000 shares authorized (0 issued and outstanding as of December 31, 2024 2025 and December 31, 2023) 2024) — — Additional paid-in-capital 1,476,444 970,719 613,476 Accumulated deficit (291,604) (186,983) (34,681) Non-controlling interests 2,951,158 2,807,888 2,781,977 Total equity 4,136,375 3,591,989 3,361,134 Total liabilities and equity $ 13,492,935 $ 10,535,109 $ 9,369,672
Read it in 10-K Feb 17, 2026 at sec.gov
RewordedMD&A
This is Available capital totaled $72.4 billion as of December 31, 2025, primarily attributable to the available capital for TPG VII, TPG X, Asia VIII, TPG IX, Asia VIII and THP II and TPG VIII within the Capital platform, Growth VI and Growth V within the Growth platform, Rise Climate I, Rise Climate II and Rise Climate TI within the Impact platform, Credit Solutions III, MMDL VI, MMDL V, Credit Solutions MMDL III and Essential Housing II TPG Advantage Direct Lending within TPG AG Credit, the Credit platform, TREP IV, Europe Realty IV, Realty Value XI TRECO and Asia Realty V within TPG AG Real Estate, TREP IV within the Real Estate platform and TGS II and Peppertree X within the Market Solutions platform.
Read it in 10-K Feb 17, 2026 at sec.gov
RewordedMD&A
Realized performance allocations, net of $194.6 $204.7 million for the year ended December 31, 2024 2025 were largely generated from realizations of $48.3 $48.0 million from TPG VIII and $11.5 VII, $9.8 million from TPG VIII, $9.5 million from Asia VIII, and $8.6 million from Asia VII in the Capital platform, $27.9 $42.5 million from Growth IV in the Growth platform, $17.8 million from Rise Climate I in the Impact platform, and $14.4 $11.3 million from MVP Fund Fund, $10.6 million from Credit Solutions II, and $13.5 $5.8 million from MMDL IV V in TPG AG Credit. the Credit platform, and $6.1 million from Net Lease Realty III in the Real Estate platform.
Read it in 10-K Feb 17, 2026 at sec.gov
RewordedMD&A
Year Ended December 31, 2025 2024 2023 ($ in thousands) Net income (loss) income $ 599,585 $ (76,915) $ 23,385 Net income attributable to redeemable interests in Public SPACs — (12,044) Net income attributable to other non-controlling interests (364,226) (75,529) (23,662) Amortization expense 113,196 97,585 26,968 Equity-based compensation 823,610 1,004,925 652,814 Unrealized performance allocations, net (203,587) (79,935) (112,250) Unrealized investment income 6,018 (77,282) (11,836) Unrealized gain on derivatives — (59) Income taxes (1,579) (5,388) 18,028 Acquisition success fees fee 4,000 — 20,000 Non-recurring and other (3,528) 49,814 3,962 After-tax Distributable Earnings $ 973,489 $ 837,275 $ 585,306 Income taxes 68,620 57,336 42,623 Distributable Earnings $ 1,042,109 $ 894,611 $ 627,929 Realized performance allocations, net (204,710) (194,582) (74,027) Realized investment income and other, net 20,660 7,703 47,241 Depreciation expense 20,355 20,387 6,589 Interest expense, net 74,158 36,109 (1,401) Fee-Related Earnings $ 952,572 $ 764,228 $ 606,331
Read it in 10-K Feb 17, 2026 at sec.gov
RewordedMD&A
These increases were partially offset by realizations of $22.9 billion primarily attributable to realization activities in TPG VII, TPG VIII IX, Asia VI and Asia VII within the Capital platform, Growth IV and Growth V within the Growth platform, Rise Climate I II within the Impact platform, Credit Solutions II Dislocation A, MMDL IV, Essential Housing II III, MMDL IV and Credit Solutions MMDL II within TPG AG the Credit platform and Asia TREP III and Net Lease Realty IV and Realty Value X III within TPG AG the Real Estate. Estate platform during the year ended December 31, 2025.
Read it in 10-K Feb 17, 2026 at sec.gov
RewordedMD&A
This was Realizations were $23.4 billion for the year ended December 31, 2025, primarily attributable to a higher pace of realization activities in TPG VII, TPG VIII IX, Asia VI and Asia VII within the Capital platform, Growth IV and Growth V within the Growth platform, Rise Climate I II within the Impact platform, Credit Solutions II Dislocation A, MMDL IV, Essential Housing II III, MMDL IV and Credit Solutions MMDL II within TPG AG the Credit platform and Asia TREP III and Net Lease Realty IV and Realty Value X III within TPG AG the Real Estate platform during the year ended December 31, 2024. 2025.
Read it in 10-K Feb 17, 2026 at sec.gov
RewordedMD&A
During the year ended December 31, 2024, 2025, cash used by financing activities is was primarily related to the repayment of our outstanding borrowings under our Senior Unsecured Revolving Credit Facility and Senior Unsecured Term Loan and by the payments of dividends and distributions to our Class A common stockholders and to holders of non-controlling interests in subsidiaries, subsidiaries and withholding taxes paid on net settlement of equity-based awards, partially offset by the net proceeds from the issuance of the 2036 Senior Notes in August 2025 and Subordinated Notes offerings. proceeds, net of repayment from the Senior Unsecured Revolving Credit Facility.
Read it in 10-K Feb 17, 2026 at sec.gov
RewordedMD&A
Capital invested was $32.9 $51.9 billion for the year ended December 31, 2024, 2025, which was primarily attributable to TPG IX and Asia VIII within the Capital platform, Growth VI and TTAD II within the Growth platform, Rise III Climate II and Rise Climate I within the Impact platform, Essential Housing III, ABC Fund II, MMDL V, TCAP, MITT, ABC Fund, MMDL Evergreen and MMDL Continuation I within the Credit Solutions III within TPG AG Credit, Realty Value XI within TPG AG Real Estate platform, TRTX and TREP IV within the Real Estate platform and T-POP and TGS I within the Market Solutions platform.
Read it in 10-K Feb 17, 2026 at sec.gov
RewordedMD&A
As of December 31, 2024, 2025, AUM Not Yet Earning Fees was $19.2 $28.7 billion, which primarily consisted of TPG VII, IX, TPG VIII and Asia VII THP III within the Capital platform, TTAD II Growth V, TPG Sports and TDM within the Growth platform, Rise Climate I within the Impact platform, TREP III Credit Solutions III, MMDL VI and TAC+ MMDL V within the Credit platform and TRECO within the Real Estate platform, and MMDL V, Credit Solutions III and Essential Housing III within TPG AG Credit. platform.
Read it in 10-K Feb 17, 2026 at sec.gov
RewordedMD&A
Year Ended December 31, 2025 2024 2023 ($ in thousands) Management fees $ 1,800,061 $ 1,625,710 $ 1,178,721 Fee-related performance revenues 49,287 33,032 1,642 Transaction, monitoring and other fees, net 249,348 147,644 107,713 Other income 10,559 25,071 49,178 Fee-Related Revenues 2,109,255 1,831,457 1,337,254 Cash-based compensation and benefits, net 743,565 689,001 452,270 Fee-related performance compensation 24,644 16,516 1,401 Operating expenses, net 388,474 361,712 277,252 Fee-Related Expenses 1,156,683 1,067,229 730,923 Fee-Related Earnings $ 952,572 764,228 $ 606,331 Realized performance allocations, net 204,710 194,582 74,027 Realized investment income and other, net (20,660) (7,703) (47,241) Depreciation expense (20,355) (20,387) (6,589) Interest expense, net (74,158) (36,109) 1,401 Distributable Earnings $ 1,042,109 894,611 $ 627,929 Income taxes (68,620) (57,336) (42,623) After-Tax Distributable Earnings $ 973,489 $ 837,275 $ 585,306 (1)
Read it in 10-K Feb 17, 2026 at sec.gov
RewordedMD&A
Capital This increase was led by $51.5 billion of capital raised was primarily attributable to Asia VIII fundraising activities of TPG X within the Capital platform, Growth VI within the Growth platform, Rise Climate II and Rise Climate TI within the Impact platform, Credit Solutions III, MMDL V, VI, MMDL Continuation I and Essential Housing III ABC Evergreen within TPG AG the Credit platform, TRECO within the Real Estate platform and TGS II and T-POP within the Market Solutions platform.
Read it in 10-K Feb 17, 2026 at sec.gov
Quiet changesMD&A
Performance allocation income for the year ended December 31, 2024 was largely primarily driven by gains of $236.2 million from TPG VIII, $176.9 million from TPG VII and $174.8 million from TPG IX, partially offset by losses of $73.6 million from Asia VI and $56.4 million from Asia VII. VII;
Read it in 10-K Feb 17, 2026 at sec.gov
Quiet changesMD&A
Performance allocation income for the year ended December 31, 2024 was largely primarily driven by gains of $63.9 million from Rise III, $45.2 million from Rise Climate I and $41.6 million from Rise II, partially offset by losses of $15.5 million from Rise I. I;
Read it in 10-K Feb 17, 2026 at sec.gov

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