Group 1 - The proposed sale of AvidXchange Holdings, Inc. to TPG Inc. involves shareholders receiving $10.00 in cash for each share they own [1] - Kahn Swick & Foti, LLC is investigating whether the proposed transaction adequately values AvidXchange and the process leading to this valuation [1] - The investigation is led by former Louisiana Attorney General Charles C. Foti, Jr. and aims to assess the fairness of the transaction for shareholders [1][2] Group 2 - Kahn Swick & Foti, LLC is open to discussions regarding legal rights related to the proposed sale, providing contact information for inquiries [2] - The law firm emphasizes that there is no obligation or cost for shareholders to reach out regarding their concerns about the transaction [2]

Core Viewpoint - TPG RE Finance Trust (NYSE: TRTX) has experienced a significant rally over the past month, reducing the gap to its book value per share, which was previously at 31% [1] Group 1: Company Performance - The recent performance of TRTX indicates a strong recovery in its stock price, suggesting potential for further growth [1] - The equity market's daily price fluctuations contribute to long-term wealth creation or destruction, highlighting the importance of market dynamics [1] Group 2: Investment Strategy - Pacifica Yield focuses on long-term wealth creation by targeting undervalued high-growth companies, high-dividend stocks, REITs, and green energy firms [1]

[Cautionary Note Regarding Forward-Looking Statements](index=3&type=section&id=Cautionary%20Note%20Regarding%20Forward-Looking%20Statements) This section outlines the nature and inherent risks of forward-looking statements within the report, emphasizing potential material differences in actual results - The report contains forward-looking statements identifiable by words like "anticipates," "intends," "plans," and similar references to future periods, or by forecasts/projections. These statements are based on current expectations and assumptions and are subject to inherent uncertainties, risks, and changes in circumstances, which could cause actual results to differ materially[8](index=8&type=chunk) - Important factors that could cause actual results to differ include the inability to recognize anticipated benefits from acquisitions, challenges in managing growth and executing business plans, and regional, national, or global political, economic, business, competitive, market, and regulatory conditions and uncertainties[8](index=8&type=chunk) [Website and Social Media Disclosure](index=3&type=section&id=Website%20and%20Social%20Media%20Disclosure) TPG Inc. utilizes its official website and social media as key channels for disseminating material company information to investors - TPG Inc. uses its official website (https://www.tpg.com) and various social media accounts (LinkedIn, X, Vimeo, YouTube, Instagram) as channels for distributing company information, which may be deemed material. Investors are advised to monitor these channels in addition to press releases, SEC filings, and public conference calls[9](index=9&type=chunk) [Terms Used in This Report](index=4&type=section&id=TERMS%20USED%20IN%20THIS%20REPORT) This section defines essential terminology used throughout the Form 10-Q report to ensure consistent understanding - This section defines key terms used throughout the Form 10-Q report to ensure clarity and consistent understanding. Definitions include 'TPG,' 'Angelo Gordon' (now TPG Angelo Gordon), 'Class A common stock,' 'Class B common stock,' 'Common Unit,' 'Exchange Act,' 'Excluded Assets,' 'Founders,' 'IPO,' 'nonvoting Class A common stock,' 'our funds,' 'Reorganization,' 'Sunset,' 'Tax Receivable Agreement,' and various TPG entity names[12](index=12&type=chunk)[14](index=14&type=chunk) [Part I. Financial Information](index=6&type=section&id=Part%20I.%20Financial%20Information) This part presents the company's unaudited condensed consolidated financial statements and management's discussion and analysis of financial condition and results of operations [Item 1. Financial Statements](index=6&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements of TPG Inc. for the periods ended June 30, 2025, and December 31, 2024 (for statements of financial condition) or June 30, 2025 and 2024 (for statements of operations, changes in equity, and cash flows). It includes the balance sheet, income statement, equity changes, cash flow statement, and detailed notes explaining accounting policies, acquisitions, investments, debt, taxes, and related party transactions [Condensed Consolidated Statements of Financial Condition (unaudited)](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Financial%20Condition%20(unaudited)) This statement provides a snapshot of the company's assets, liabilities, and equity at specific reporting dates Condensed Consolidated Statements of Financial Condition (unaudited) (dollars in thousands) | Metric | June 30, 2025 | December 31, 2024 | | :----------------------------------- | :-------------- | :------------------ | | **Assets** | | | | Cash and cash equivalents | $1,112,027 | $808,017 | | Investments | $7,932,744 | $7,503,281 | | Total assets | $11,966,315 | $10,535,109 | | **Liabilities and Equity** | | | | Debt obligations | $1,610,589 | $1,281,984 | | Accrued performance allocation compensation | $4,507,026 | $4,376,523 | | Total liabilities | $8,406,859 | $6,943,120 | | Total equity | $3,559,456 | $3,591,989 | | Total liabilities and equity | $11,966,315 | $10,535,109 | - Total assets increased by **$1,431,206 thousand (13.6%)** from December 31, 2024, to June 30, 2025, primarily driven by increases in investments and deferred tax assets[17](index=17&type=chunk) - Total liabilities increased by **$1,463,739 thousand (21.1%)** over the same period, mainly due to higher debt obligations, due to affiliates, and operating lease liabilities[17](index=17&type=chunk) [Condensed Consolidated Statements of Operations (unaudited)](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20(unaudited)) This statement details the company's revenues, expenses, and net income or loss over specific reporting periods Condensed Consolidated Statements of Operations (unaudited) (dollars in thousands) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Total revenues | $920,537 | $744,194 | $1,955,413 | $1,568,265 | | Total expenses | $890,131 | $776,546 | $1,837,991 | $1,612,943 | | Net income (loss) | $30,111 | $(57,578) | $117,939 | $(66,584) | | Net income (loss) attributable to TPG Inc. | $14,941 | $(13,977) | $40,334 | $1,542 | | Basic EPS | $0.03 | $(0.15) | $0.10 | $(0.08) | | Diluted EPS | $(0.05) | $(0.19) | $(0.05) | $(0.29) | - Total revenues increased by **$176,343 thousand (23.7%)** for the three months ended June 30, 2025, compared to the same period in 2024, and by **$387,148 thousand (24.7%)** for the six months ended June 30, 2025, compared to 2024[21](index=21&type=chunk) - Net income attributable to TPG Inc. significantly improved, turning from a loss of **$(13,977) thousand in Q2 2024** to a profit of **$14,941 thousand in Q2 2025**, and from **$1,542 thousand in H1 2024** to **$40,334 thousand in H1 2025**[21](index=21&type=chunk) [Condensed Consolidated Statements of Changes in Equity (unaudited)](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Equity%20(unaudited)) This statement outlines the changes in the company's equity components over specific reporting periods Condensed Consolidated Statements of Changes in Equity (unaudited) (dollars in thousands) | Metric | Balance at Dec 31, 2024 | Net Income | Equity-based Compensation | Dividends/Distributions | Exchange of Common Units | Balance at Jun 30, 2025 | | :--------------------------- | :---------------------- | :--------- | :------------------------ | :---------------------- | :----------------------- | :---------------------- | | Total TPG Inc. Equity | $784,101 | $40,334 | $110,578 | $(120,717) | $46,730 | $991,875 | | Total Non-Controlling Interests | $2,807,888 | $77,605 | $294,298 | $(440,614) | — | $2,567,581 | | Total Equity | $3,591,989 | $117,939 | $404,876 | $(561,331) | $46,730 | $3,559,456 | - Total TPG Inc. Equity increased from **$784,101 thousand** at December 31, 2024, to **$991,875 thousand** at June 30, 2025, driven by net income, equity-based compensation, and common unit exchanges, partially offset by dividends/distributions[31](index=31&type=chunk) - Non-controlling interests decreased from **$2,807,888 thousand** to **$2,567,581 thousand**, primarily due to distributions and equity reallocations, partially offset by net income and equity-based compensation[31](index=31&type=chunk) [Condensed Consolidated Statements of Cash Flows (unaudited)](index=12&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows%20(unaudited)) This statement categorizes cash inflows and outflows from operating, investing, and financing activities over specific reporting periods Condensed Consolidated Statements of Cash Flows (unaudited) (dollars in thousands) | Cash Flow Activity | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------- | :----------------------------- | :----------------------------- | | Net cash provided by operating activities | $584,055 | $651,288 | | Net cash used in investing activities | $(9,431) | $(32,449) | | Net cash used in financing activities | $(270,616) | $(163,017) | | Net change in cash, cash equivalents and restricted cash | $304,008 | $455,822 | | Cash, cash equivalents and restricted cash, end of period | $1,125,200 | $1,134,193 | - Net cash provided by operating activities decreased by **$67,233 thousand (10.3%)** in H1 2025 compared to H1 2024, primarily due to changes in operating assets and liabilities, despite higher net income[39](index=39&type=chunk) - Net cash used in financing activities increased significantly from **$(163,017) thousand in H1 2024** to **$(270,616) thousand in H1 2025**, mainly due to higher dividends/distributions and withholding taxes on equity awards, partially offset by debt proceeds[39](index=39&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=13&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) These notes provide detailed explanations and additional information supporting the condensed consolidated financial statements [1. Organization and Summary of Significant Accounting Policies](index=13&type=section&id=1.%20Organization%20and%20Summary%20of%20Significant%20Accounting%20Policies) This section describes the company's structure and the key accounting principles applied in preparing its financial statements - TPG Inc. is a global alternative asset manager, consolidating management companies, general partners of pooled investment entities, and variable interest entities (VIEs) where it is the primary beneficiary. As of June 30, 2025, TPG Inc. held approximately **39%** of the outstanding Common Units of the TPG Operating Group[41](index=41&type=chunk)[42](index=42&type=chunk)[44](index=44&type=chunk) - The financial statements are prepared in accordance with U.S. GAAP, requiring management estimates and assumptions. The Company assesses entities for consolidation under either the VIE model or the voting interest entity (VOE) model, consolidating VIEs where it is the primary beneficiary and VOEs where it controls through a majority voting interest[43](index=43&type=chunk)[45](index=45&type=chunk)[46](index=46&type=chunk)[47](index=47&type=chunk)[50](index=50&type=chunk)[51](index=51&type=chunk) - Investments are generally recorded at fair value, with specific accounting treatments for equity method investments (performance allocations, capital interests), investments held to maturity (amortized cost), and investments held for sale (fair value option)[52](index=52&type=chunk)[53](index=53&type=chunk)[55](index=55&type=chunk)[59](index=59&type=chunk)[64](index=64&type=chunk) [Revenues](index=17&type=section&id=Revenues) This section details the composition and changes in the company's revenue streams, including management fees and performance allocations Revenues (in thousands) | Revenue Type | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Management fees | $452,531 | $413,344 | $871,482 | $820,761 | | Transaction fees | $34,613 | $37,112 | $82,067 | $73,298 | | Performance allocations | $335,789 | $200,877 | $786,349 | $490,520 | | Capital interests | $15,674 | $20,517 | $56,535 | $42,650 | | Total revenues | $920,537 | $744,194 | $1,955,413 | $1,568,265 | - Total revenues increased by **$176.3 million (23.7%)** for the three months ended June 30, 2025, and by **$387.1 million (24.7%)** for the six months ended June 30, 2025, compared to the respective prior-year periods[69](index=69&type=chunk) - Performance allocations were a significant driver of revenue growth, increasing by **$134.9 million (67%)** for the three-month period and **$295.8 million (60%)** for the six-month period, reflecting strong cumulative fund performance[69](index=69&type=chunk) [Investment Income](index=20&type=section&id=Investment%20Income) This section explains the sources and accounting treatment of income derived from the company's investment activities - Investment income includes gains/losses from equity method investments, investments held for sale, and equity investments, as well as interest, dividends, and other income. Income from equity method investments where the fair value option was elected includes realized and unrealized gains/losses from changes in fair value[90](index=90&type=chunk)[91](index=91&type=chunk)[93](index=93&type=chunk)[94](index=94&type=chunk)[95](index=95&type=chunk) [Compensation and Benefits](index=21&type=section&id=Compensation%20and%20Benefits) This section outlines the components of employee compensation, including cash, equity, and performance-based allocations - Compensation and benefits comprise cash-based compensation (salaries, benefits, cash bonuses), equity-based compensation (measured at grant-date fair value and recognized over service periods), and performance allocation compensation (portion of performance allocations allocated to employees and advisors)[96](index=96&type=chunk)[97](index=97&type=chunk)[98](index=98&type=chunk) - Performance allocation compensation and accrued performance allocation compensation are recognized in conjunction with the related performance allocations, with reversals occurring if performance allocations are reversed[98](index=98&type=chunk) [Net Income (Loss) Per Share of Class A Common Stock](index=21&type=section&id=Net%20Income%20(Loss)%20Per%20Share%20of%20Class%20A%20Common%20Stock) This section details the calculation of basic and diluted earnings per share for Class A common stock - Basic EPS is calculated by dividing net income (loss) attributable to TPG Inc. by weighted-average Class A common stock outstanding. Diluted EPS reflects the impact of all dilutive securities, including unvested restricted stock units (treasury stock method) and TPG Operating Group partnership units (if-converted method)[99](index=99&type=chunk)[101](index=101&type=chunk) [Fair Value Measurement](index=22&type=section&id=Fair%20Value%20Measurement) This section describes the methodology and hierarchy used to measure the fair value of financial instruments - The Company uses a fair value hierarchy (Level I, II, III) to prioritize inputs for financial assets and liabilities. Level I uses unadjusted quoted prices in active markets, Level II uses observable inputs other than Level I, and Level III uses unobservable inputs requiring significant judgment[103](index=103&type=chunk)[105](index=105&type=chunk)[106](index=106&type=chunk)[107](index=107&type=chunk) Fair Value of Level III Financial Instruments (in thousands) | Instrument | June 30, 2025 Fair Value | December 31, 2024 Fair Value | | :----------------------------------- | :------------------------- | :--------------------------- | | **Assets** | | | | Investments held for sale and other | $178,023 | $121,995 | | **Liabilities** | | | | Aggregate Annual Cash Holdback Amount | $91,717 | $107,991 | | Earnout Payment | $40,902 | $32,769 | | Total Level III Liabilities | $132,619 | $140,760 | [Business Combinations, Goodwill and Intangible Assets](index=23&type=section&id=Business%20Combinations%2C%20Goodwill%20and%20Intangible%20Assets) This section explains the accounting for acquisitions, goodwill, and other intangible assets, including impairment considerations - Business combinations are accounted for using the acquisition method, allocating purchase price to acquired assets and assumed liabilities at fair value. Goodwill represents the excess of consideration transferred over net assets acquired and is reviewed for impairment annually[114](index=114&type=chunk)[117](index=117&type=chunk) - Intangible assets primarily consist of future performance allocations and acquired investor relationships, amortized over estimated useful lives (2-20 years). No impairment losses were recognized on intangible assets or goodwill during the three and six months ended June 30, 2025 and 2024[118](index=118&type=chunk)[159](index=159&type=chunk)[164](index=164&type=chunk) Intangible Assets, Net (in thousands) | Intangible Asset Type | June 30, 2025 Net Carrying Value | December 31, 2024 Net Carrying Value | | :----------------------------------- | :------------------------------- | :--------------------------------- | | Contractual performance fee allocations | $196,832 | $220,282 | | Management contracts | $229,065 | $248,320 | | Technology | $26,833 | $32,583 | | Investor relationships | $16,667 | $17,708 | | Trade name | $10,803 | $12,212 | | Other intangible assets | $1,032 | $2,602 | | Total intangible assets, net | $481,232 | $533,707 | [Operating Leases](index=24&type=section&id=Operating%20Leases) This section details the company's operating lease arrangements, including liabilities, right-of-use assets, and associated costs - Operating lease liabilities are recognized at the commencement date based on the present value of lease payments. ROU assets represent the right to use the underlying asset. The Company's leases primarily consist of real estate, with terms ranging from one to 16 years, and some include extension options[119](index=119&type=chunk)[122](index=122&type=chunk) Operating Lease Costs (in thousands) | Lease Cost Component | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Operating lease cost | $22,378 | $11,828 | $44,924 | $23,939 | | Short-term lease costs | $371 | $274 | $583 | $489 | | Variable lease cost | $2,575 | $2,596 | $5,656 | $5,570 | | Sublease income | $(595) | $(364) | $(1,176) | $(1,292) | | Total lease cost | $24,729 | $14,334 | $49,987 | $28,706 | [Income Taxes](index=26&type=section&id=Income%20Taxes) This section outlines the company's income tax treatment and policies, including deferred tax assets and liabilities - TPG Inc. is treated as a corporation for U.S. federal and state income tax purposes and is subject to income taxes on its allocable share of taxable income from the TPG Operating Group partnerships[129](index=129&type=chunk)[185](index=185&type=chunk) - Deferred tax assets and liabilities are recognized for temporary differences between financial statement and tax bases. As of June 30, 2025, net deferred tax assets were **$899.8 million**, with a valuation allowance of **$113.5 million**, primarily related to the investment in TPG Operating Group[130](index=130&type=chunk)[186](index=186&type=chunk)[188](index=188&type=chunk) - The Tax Receivable Agreement liability increased to **$717.6 million** as of June 30, 2025, from **$331.3 million** at December 31, 2024, due to exchanges of Common Units for Class A common stock[189](index=189&type=chunk) - The effective tax rate was **23.5% for Q2 2025** (vs. -63.6% in Q2 2024) and **11.7% for H1 2025** (vs. -67.3% in H1 2024), deviating from the statutory rate due to non-controlling interests, equity-based compensation effects, and local income taxes[190](index=190&type=chunk) [Recent Accounting Pronouncements](index=27&type=section&id=Recent%20Accounting%20Pronouncements) This section discusses recently issued accounting standards and their potential impact on the company's financial reporting - ASU 2024-03 (Expense Disaggregation Disclosures) is effective for the Company after December 15, 2026, requiring more detailed expense information. ASU 2024-01 (Profits Interest and Similar Awards) was adopted on January 1, 2025, with no material impact. ASU 2023-09 (Income Tax Disclosures) is effective for the 2025 Annual Report, requiring expanded income tax rate reconciliation and jurisdictional disclosures[135](index=135&type=chunk)[136](index=136&type=chunk)[137](index=137&type=chunk) [3. Acquisition](index=27&type=section&id=3.%20Acquisition) This section provides details on the company's recent acquisition, including consideration and accounting treatment - On July 1, 2025, TPG Inc. completed the acquisition of Peppertree Capital Management, Inc. (the "Peppertree Transaction"). The closing consideration included an estimated **$237.9 million** in cash, **5,372,330 Common Units** of TPG Operating Group (with equal Class B common stock), **274,300 restricted stock units**, and **2,913,939 shares of nonvoting Class A common stock**[138](index=138&type=chunk) - An earnout payment of up to **$300.0 million** is contingent upon Peppertree achieving certain fee-related revenue and fundraising targets, payable in cash, Common Units, or a combination[138](index=138&type=chunk) - The acquisition will be accounted for using the acquisition method (ASC 805) in the financial statements as of September 30, 2025, with the analysis currently ongoing[139](index=139&type=chunk) [4. Investments](index=28&type=section&id=4.%20Investments) This section details the composition and valuation of the company's investment portfolio and related gains or losses Investments (in thousands) | Investment Type | June 30, 2025 | December 31, 2024 | | :----------------------------------- | :-------------- | :------------------ | | Equity method - performance allocations | $6,089,273 | $5,958,079 | | Equity method - capital interests | $1,563,346 | $1,284,255 | | Loan held for sale | — | $47,880 | | Investments held to maturity, at amortized cost | $89,769 | $78,941 | | Investments held for sale and other | $178,023 | $121,995 | | Equity method - other | $12,333 | $12,003 | | Equity investments | — | $128 | | Total investments | $7,932,744 | $7,503,281 | - Total investments increased by **$429,463 thousand (5.7%)** from December 31, 2024, to June 30, 2025, primarily driven by increases in equity method - capital interests and investments held for sale and other[141](index=141&type=chunk) Net Gains (Losses) from Investment Activities (in thousands) | Investment Activity | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net gains (losses) of investments held for sale and other | — | $408 | $(2,572) | $408 | | Net losses of equity method investments, fair value option | — | $(13,076) | — | $(18,560) | | Net losses of equity method investments - other | $(997) | $(828) | $(523) | $(944) | | Net gains (losses) from equity investments | $206 | $(3,156) | $217 | $(2,754) | | Total net losses from investment activities | $(791) | $(16,652) | $(2,878) | $(21,850) | [7. Variable Interest Entities](index=32&type=section&id=7.%20Variable%20Interest%20Entities) This section explains the company's involvement with and consolidation of variable interest entities - TPG consolidates Variable Interest Entities (VIEs) where it is the primary beneficiary, meaning it has the power to direct activities and the obligation to absorb losses or right to receive benefits. The assets of consolidated VIEs can only be used to satisfy their own obligations, with no recourse to TPG Inc[165](index=165&type=chunk)[166](index=166&type=chunk) - For non-consolidated VIEs, TPG's maximum exposure to loss was **$4,207,670 thousand** as of June 30, 2025, and **$3,795,649 thousand** as of December 31, 2024. Cumulative performance allocations of **$6.1 billion** (June 30, 2025) and **$6.0 billion** (December 31, 2024) are subject to reversal in case of future losses[168](index=168&type=chunk) - The Company also has variable interests in RemainCo (a non-consolidated VIE) through an administrative services agreement, earning an annual administration fee of **1%** of RemainCo's net asset value[170](index=170&type=chunk)[171](index=171&type=chunk) [8. Debt Obligations](index=34&type=section&id=8.%20Debt%20Obligations) This section details the company's outstanding debt, including terms, carrying values, and changes over the period Debt Obligations (in thousands) | Debt Type | Maturity Date | June 30, 2025 Carrying Value | December 31, 2024 Carrying Value | | :----------------------------------- | :------------ | :----------------------------- | :--------------------------------- | | Senior Unsecured Revolving Credit Facility | May 2030 | $380,000 | — | | Senior Notes | March 2034 | $594,375 | $594,051 | | Subordinated Notes | March 2064 | $390,185 | $390,058 | | Secured Notes - Tranche A | June 2038 | $196,807 | $196,683 | | Secured Notes - Tranche B | June 2038 | $49,222 | $49,192 | | 364-Day Revolving Credit Facility | April 2026 | — | $52,000 | | Subordinated Credit Facility | August 2026 | — | — | | Total debt obligations | | $1,610,589 | $1,281,984 | - Total debt obligations increased by **$328,605 thousand (25.6%)** from December 31, 2024, to June 30, 2025, primarily due to borrowings under the Senior Unsecured Revolving Credit Facility[177](index=177&type=chunk) - Interest expense incurred was **$24.1 million** for Q2 2025 (vs. $19.5 million in Q2 2024) and **$46.5 million** for H1 2025 (vs. $36.6 million in H1 2024), reflecting increased borrowings[182](index=182&type=chunk) [9. Income Taxes](index=36&type=section&id=9.%20Income%20Taxes) This section provides detailed information on the company's income tax position, including deferred taxes and effective tax rates - TPG Inc. is taxed as a corporation for U.S. federal and state income tax purposes. Net deferred tax assets were **$899.8 million** as of June 30, 2025, primarily from excess income tax basis in the TPG Operating Group due to the Reorganization and Common Unit exchanges[185](index=185&type=chunk)[186](index=186&type=chunk) - A valuation allowance of **$113.5 million** was recognized as of June 30, 2025, related to the portion of deferred tax assets not expected to be realized. The Tax Receivable Agreement liability increased by **$402.2 million** during H1 2025 to **$717.6 million**[188](index=188&type=chunk)[189](index=189&type=chunk) - The effective tax rate for H1 2025 was **11.7%**, a significant improvement from **(67.3)% in H1 2024**, influenced by non-controlling interests and equity-based compensation tax effects[190](index=190&type=chunk) [10. Related Party Transactions](index=37&type=section&id=10.%20Related%20Party%20Transactions) This section discloses transactions and balances with affiliated entities, partners, and employees Due From and Due To Affiliates (in thousands) | Affiliate Type | Due From Affiliates (June 30, 2025) | Due From Affiliates (Dec 31, 2024) | Due To Affiliates (June 30, 2025) | Due To Affiliates (Dec 31, 2024) | | :--------------------------- | :---------------------------------- | :--------------------------------- | :-------------------------------- | :-------------------------------- | | Portfolio companies | $59,625 | $55,914 | $9,564 | $10,731 | | Partners and employees | $2,322 | $2,657 | $489,212 | $373,452 | | Other related entities | $53,579 | $47,606 | $82,146 | $23,715 | | Unconsolidated VIEs | $272,219 | $340,835 | $53,939 | $57,239 | | Total | $387,745 | $447,012 | $634,861 | $465,137 | - Due to affiliates increased by **$169,724 thousand (36.5%)** from December 31, 2024, to June 30, 2025, primarily driven by an increase in the Tax Receivable Agreement liability related to partners and employees[196](index=196&type=chunk)[198](index=198&type=chunk) - Investment professionals and other individuals made **$100.4 million** in investments in TPG funds during H1 2025, up from **$59.1 million** in H1 2024[199](index=199&type=chunk) [11. Operating Leases](index=39&type=section&id=11.%20Operating%20Leases) This section provides further details on operating lease costs, cash flows, and lease terms Operating Lease Costs and Cash Flows (in thousands) | Metric | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------- | :----------------------------- | :----------------------------- | | Total lease cost | $49,987 | $28,706 | | Cash paid for amounts included in the measurement of lease liabilities | $28,739 | $18,170 | | Right-of-use assets obtained in exchange for new operating lease liabilities | $393,699 | — | - Total lease cost increased by **$21,281 thousand (74.1%)** for H1 2025 compared to H1 2024, primarily due to the commencement of the New York office lease in 2025[206](index=206&type=chunk) - The weighted-average remaining lease term as of June 30, 2025, was **12.5 years**, with a weighted-average discount rate of **5.60%**[206](index=206&type=chunk) [12. Commitments and Contingencies](index=40&type=section&id=12.%20Commitments%20and%20Contingencies) This section outlines the company's unfunded investment commitments, potential clawback obligations, and legal proceedings - TPG had unfunded investment commitments of **$554.2 million** to its managed funds and other strategic investments as of June 30, 2025[211](index=211&type=chunk) - Clawback provisions exist in fund governing agreements. As of June 30, 2025, if all investments were liquidated at current fair value, a net clawback of **$2.2 million** would occur. If all remaining investments were deemed worthless, the potential clawback would be **$2,340.5 million**[212](index=212&type=chunk)[213](index=213&type=chunk) - The Company is involved in various legal proceedings, including ongoing lawsuits related to a 2005-2007 investment in TIM Hellas. While most New York cases have been dismissed, appeals are pending, and new claims have been filed. The Company believes these lawsuits are without merit[215](index=215&type=chunk)[219](index=219&type=chunk)[221](index=221&type=chunk)[222](index=222&type=chunk) [13. Net Income (Loss) Per Class A Common Share](index=42&type=section&id=13.%20Net%20Income%20(Loss)%20Per%20Class%20A%20Common%20Share) This section presents the detailed calculation of basic and diluted earnings per share for Class A common stock Net Income (Loss) Per Share Data | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net income (loss) attributable to TPG Inc. | $14,941 | $(13,977) | $40,334 | $1,542 | | Basic EPS | $0.03 | $(0.15) | $0.10 | $(0.08) | | Diluted EPS | $(0.05) | $(0.19) | $(0.05) | $(0.29) | | Weighted-average shares of Class A common stock outstanding (Basic) | 133,404,634 | 101,690,961 | 125,450,638 | 95,402,371 | | Weighted-average shares of Class A common stock outstanding (Diluted) | 370,142,783 | 364,765,098 | 369,753,038 | 364,558,007 | - Basic EPS improved to **$0.03 in Q2 2025** from **$(0.15) in Q2 2024**, and to **$0.10 in H1 2025** from **$(0.08) in H1 2024**. Diluted EPS remained negative, at **$(0.05) in H1 2025**, but improved from **$(0.29) in H1 2024**[230](index=230&type=chunk) - The Company uses the two-class method for EPS calculation, treating unvested share-based payment awards with nonforfeitable dividend rights as participating securities. Dilutive effect of TPG Operating Group partnership units is determined using the if-converted method[226](index=226&type=chunk)[227](index=227&type=chunk) [14. Equity-Based Compensation](index=43&type=section&id=14.%20Equity-Based%20Compensation) This section describes the company's equity incentive plans, award types, and associated compensation expenses - TPG Inc. grants various equity awards under its Omnibus Equity Incentive Plan, including Ordinary Service Awards, Special Purpose Service Awards (e.g., IPO Executive Service Awards, CEO Service Award), and Market and Performance Condition Awards (e.g., IPO Executive Market Condition Awards, CEO Market Conditions Award)[232](index=232&type=chunk)[235](index=235&type=chunk)[236](index=236&type=chunk)[237](index=237&type=chunk)[239](index=239&type=chunk)[240](index=240&type=chunk)[244](index=244&type=chunk)[245](index=245&type=chunk)[246](index=246&type=chunk)[248](index=248&type=chunk) Total Restricted Stock Units Compensation Expense (in millions) | Award Type | Units Outstanding (June 30, 2025) | H1 2025 Compensation Expense | H1 2024 Compensation Expense | | :----------------------------------- | :-------------------------------- | :--------------------------- | :--------------------------- | | Ordinary Service Awards | 9.7 | $86.9 | $42.3 | | Ordinary Performance Condition Awards | 1.0 | $6.1 | $(1.7) | | Special Purpose Service Awards | 11.5 | $62.7 | $67.8 | | Special Purpose Market Condition Awards | 3.7 | $17.2 | $13.0 | | Total Restricted Stock Units | 25.9 | $172.9 | $121.4 | - Total unrecognized compensation expense related to unvested Service Awards was approximately **$643.1 million** as of June 30, 2025, expected to be recognized over a weighted average remaining service period of **2.9 years**[243](index=243&type=chunk) - In conjunction with the TPG Angelo Gordon acquisition, **43.8 million** unvested Common Units were granted to former Angelo Gordon partners, vesting over five years and participating in distributions[259](index=259&type=chunk) [15. Equity](index=50&type=section&id=15.%20Equity) This section details the company's capital structure, including common stock classes, outstanding shares, and dividend policies - TPG Inc. has three classes of common stock: Class A (one vote, dividends), nonvoting Class A (no voting, convertible), and Class B (ten votes, no dividends). As of June 30, 2025, **144,596,915 Class A shares** and **224,858,284 Class B shares** were outstanding[272](index=272&type=chunk) Quarterly Dividends per Class A Common Share | Date Declared | Dividend per Class A Common Share | | :--------------------------- | :-------------------------------- | | May 8, 2024 | $0.41 | | August 6, 2024 | $0.42 | | November 4, 2024 | $0.38 | | February 11, 2025 | $0.53 | | May 7, 2025 | $0.41 | | August 6, 2025 | $0.59 | - During H1 2025, **30,786,354 Common Units** were exchanged for an equal number of Class A common stock shares, leading to an increase in Class A shares and cancellation of Class B shares[276](index=276&type=chunk) [16. Subsequent Events](index=51&type=section&id=16.%20Subsequent%20Events) This section discloses significant events that occurred after the reporting period but before the financial statements were issued - No additional events requiring recognition or disclosure have occurred since June 30, 2025, other than those already noted in the footnotes to the Condensed Consolidated Financial Statements (e.g., Peppertree acquisition, debt borrowings/repayments)[278](index=278&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=52&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides a comprehensive discussion and analysis of TPG Inc.'s financial condition and results of operations for the three and six months ended June 30, 2025, compared to the same periods in 2024. It covers the company's business overview, market trends, key financial and non-GAAP measures, operating metrics, liquidity, and capital resources [Overview of Business](index=52&type=section&id=Overview%20of%20Business) This section provides a high-level description of TPG's global alternative asset management business and investment platforms - TPG is a leading global alternative asset manager with **$261.3 billion** in Assets Under Management (AUM) as of June 30, 2025. The firm offers a broad range of investment strategies across private equity, credit, and real estate, structured into six multi-strategy investment platforms: Capital, Growth, Impact, TPG Angelo Gordon, Real Estate, and Market Solutions[281](index=281&type=chunk)[282](index=282&type=chunk)[284](index=284&type=chunk) AUM by Platform (as of June 30, 2025, in billions) | Platform | AUM | | :----------------- | :---------- | | Capital | $76.2 | | Growth | $29.8 | | Impact | $28.9 | | TPG Angelo Gordon Credit | $80.2 | | TPG Angelo Gordon Real Estate | $18.7 | | Real Estate | $18.2 | | Market Solutions | $9.3 | - The Capital platform focuses on large-scale, control-oriented private equity investments across geographies and sectors, with **$76.2 billion** in AUM. The Growth platform, with **$29.8 billion** in AUM, targets growth equity and middle market investments[287](index=287&type=chunk)[292](index=292&type=chunk)[293](index=293&type=chunk) - The Impact platform, with **$28.9 billion** in AUM, aims for competitive financial returns and measurable societal benefits. TPG Angelo Gordon (Credit and Real Estate) manages **$80.2 billion** and **$18.7 billion** respectively, spanning private and tradable credit and opportunistic real estate investments[302](index=302&type=chunk)[303](index=303&type=chunk)[309](index=309&type=chunk)[316](index=316&type=chunk) - The Real Estate platform, with **$18.2 billion** in AUM, pursues systematic real estate investments. The Market Solutions platform, with **$9.3 billion** in AUM, leverages the TPG ecosystem for differentiated products, including GP-led secondaries and the newly acquired Peppertree business specializing in wireless communication towers[322](index=322&type=chunk)[328](index=328&type=chunk)[333](index=333&type=chunk) [Trends Affecting our Business](index=60&type=section&id=Trends%20Affecting%20our%20Business) This section discusses macroeconomic, market, and regulatory trends influencing the company's business operations and financial performance - Global markets experienced significant volatility in Q2 2025 due to trade policy uncertainty, Middle East conflicts, and better-than-expected economic data. Equities were particularly volatile, with the S&P 500, Nasdaq, and Dow Jones Industrial Average gaining **10.6%**, **17.7%**, and **5.0%** respectively[338](index=338&type=chunk)[339](index=339&type=chunk) - Inflation continued to moderate towards the Federal Reserve's **2.0% target**, with U.S. CPI rising **2.3%** (April) and **2.4%** (May) year-over-year. The U.S. employment picture remained robust, with unemployment rates around **4.1%-4.2%**[340](index=340&type=chunk) - The Federal Reserve maintained the federal funds rate at **4.25%-4.50%**. The U.S. Treasury yield curve steepened, reflecting concerns over the budget deficit and inflationary pressures. Corporate credit markets (U.S. and European high yield) generated positive performance[341](index=341&type=chunk)[342](index=342&type=chunk)[343](index=343&type=chunk) - The Company is evaluating potential impacts from financial, regulatory, and other proposals by the current Administration and Congress, as well as the recently enacted One Big Beautiful Bill Act (OBBBA)[344](index=344&type=chunk) [Key Financial Measures (U.S. GAAP)](index=62&type=section&id=Key%20Financial%20Measures%20(U.S.%20GAAP)) This section analyzes the company's financial performance based on U.S. GAAP measures, including revenues, expenses, and net income - TPG Inc. consolidates financial results of TPG Inc., TPG Operating Group, and its consolidated subsidiaries, management companies, general partners of funds, and VIEs where it is the primary beneficiary. Consolidation impacts financial statement presentation by reflecting accounts on a gross basis, with third-party allocations shown as non-controlling interests[347](index=347&type=chunk)[348](index=348&type=chunk) Consolidated Results of Operations (in thousands) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Total revenues | $920,537 | $744,194 | $1,955,413 | $1,568,265 | | Total expenses | $890,131 | $776,546 | $1,837,991 | $1,612,943 | | Net income (loss) attributable to TPG Inc. | $14,941 | $(13,977) | $40,334 | $1,542 | | Basic EPS | $0.03 | $(0.15) | $0.10 | $(0.08) | | Diluted EPS | $(0.05) | $(0.19) | $(0.05) | $(0.29) | - Total revenues increased by **$176.3 million (23.7%)** in Q2 2025 and **$387.1 million (24.7%)** in H1 2025, primarily driven by higher performance allocations and management fees[361](index=361&type=chunk)[395](index=395&type=chunk) - Net income attributable to TPG Inc. improved significantly, reaching **$14.9 million in Q2 2025** (from a loss of $14.0 million in Q2 2024) and **$40.3 million in H1 2025** (from $1.5 million in H1 2024)[360](index=360&type=chunk) - Total expenses increased by **$113.6 million (14.6%)** in Q2 2025 and **$225.0 million (13.9%)** in H1 2025, mainly due to higher performance allocation compensation and cash-based compensation[360](index=360&type=chunk) [Non-GAAP Financial Measures](index=74&type=section&id=Non-GAAP%20Financial%20Measures) This section presents and reconciles non-GAAP financial metrics used by management to evaluate performance and distributable earnings - TPG uses non-GAAP measures like Distributable Earnings (DE), After-Tax Distributable Earnings (After-tax DE), and Fee-Related Earnings (FRE) to assess performance and amounts available for distributions. These measures adjust U.S. GAAP net income by excluding unrealized performance allocations, unrealized investment income, equity-based compensation, and amortization, among other items[436](index=436&type=chunk)[438](index=438&type=chunk)[439](index=439&type=chunk) Fee-Related Earnings (FRE) and Distributable Earnings (DE) (in thousands) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Fee-Related Revenues | $495,119 | $458,996 | $971,383 | $910,204 | | Fee-Related Expenses | $275,602 | $257,732 | $570,304 | $526,569 | | Fee-Related Earnings | $219,517 | $201,264 | $401,079 | $383,635 | | Distributable Earnings | $278,476 | $220,759 | $476,255 | $409,765 | | After-Tax Distributable Earnings | $268,290 | $206,639 | $455,026 | $387,264 | - Fee-Related Earnings (FRE) increased by **$18.3 million (9.1%)** in Q2 2025 and **$17.4 million (4.5%)** in H1 2025, driven by higher fee-related revenues, partially offset by increased fee-related expenses[445](index=445&type=chunk)[446](index=446&type=chunk)[470](index=470&type=chunk) - Distributable Earnings (DE) increased by **$57.7 million (26.1%)** in Q2 2025 and **$66.5 million (16.2%)** in H1 2025, primarily due to higher realized performance allocations[445](index=445&type=chunk)[468](index=468&type=chunk)[492](index=492&type=chunk) [Operating Metrics](index=87&type=section&id=Operating%20Metrics) This section provides key operational statistics such as Assets Under Management, Fee-Earning AUM, and capital raised - Assets Under Management (AUM) increased by **$10.7 billion** in Q2 2025 and **$15.5 billion** in H1 2025, reaching **$261.3 billion** as of June 30, 2025. This growth was driven by capital raised and increases in investment value, partially offset by realizations[500](index=500&type=chunk)[504](index=504&type=chunk)[505](index=505&type=chunk) Assets Under Management (AUM) by Platform (in millions) | Platform | June 30, 2025 | June 30, 2024 | | :----------------- | :------------ | :------------ | | Capital | $76,245 | $71,758 | | Growth | $29,771 | $26,670 | | Impact | $28,894 | $19,350 | | TPG Angelo Gordon Credit | $80,161 | $67,486 | | TPG Angelo Gordon Real Estate | $18,749 | $18,250 | | Real Estate | $18,239 | $17,322 | | Market Solutions | $9,272 | $8,138 | | Total AUM | $261,331 | $228,974 | - Fee-Earning AUM (FAUM) increased to **$146.4 billion** as of June 30, 2025, from **$141.3 billion** at December 31, 2024, primarily due to fee-earning capital raised and deployment, partially offset by realizations and reductions in fee base[508](index=508&type=chunk)[512](index=512&type=chunk)[514](index=514&type=chunk) - Net Accrued Performance, representing unrealized and undistributed performance allocations, totaled **$1,007 million** as of June 30, 2025, up from **$974 million** at December 31, 2024[516](index=516&type=chunk) - Capital raised totaled **$11.3 billion** in Q2 2025 and **$17.2 billion** in H1 2025, driven by fundraising activities across Growth, Impact, TPG AG Credit, and Market Solutions platforms[527](index=527&type=chunk)[528](index=528&type=chunk) - Available Capital, representing unfunded commitments, reached **$62.5 billion** as of June 30, 2025, indicating significant capacity for future investments[530](index=530&type=chunk) [Liquidity and Capital Resources](index=101&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses the company's cash position, borrowing capacity, and primary liquidity needs and contractual obligations - As of June 30, 2025, TPG's total liquidity was **$2,812.0 million**, comprising **$1,112.0 million** in cash and cash equivalents (excluding restricted cash) and **$1,700.0 million** in incremental borrowing capacity across its credit facilities[549](index=549&type=chunk) - The Senior Unsecured Revolving Credit Facility was amended in May and June 2025, extending its maturity to **May 1, 2030**, and increasing its size to **$1.75 billion**. **$380.0 million** was borrowed in H1 2025, and an additional **$250.0 million** in July 2025 for the Peppertree acquisition[552](index=552&type=chunk) - Primary liquidity needs include working capital, operating expenses, debt service, funding new strategies and capital commitments, Tax Receivable Agreement payments, earnouts, dividends, and managing risk retention for CLOs[567](index=567&type=chunk) Contractual Obligations (in thousands) | Obligation Type | Total | Remainder of 2025 | 2026 | 2027 | 2028 | 2029 | 2030 and Thereafter | | :--------------------------- | :---------- | :---------------- | :--- | :--- | :--- | :--- | :-------------------- | | Debt obligations | $1,630,000 | — | — | — | — | — | $1,630,000 | | Interest on debt obligations | $1,764,100 | $48,477 | $96,783 | $96,783 | $101,840 | $106,783 | $1,313,434 | | Capital commitments | $554,238 | $554,238 | — | — | — | — | — | | Operating lease obligations | $912,892 | $27,901 | $(766) | $82,555 | $87,388 | $85,085 | $630,729 | | Repurchase agreements | $88,923 | $16,224 | $16,957 | $24,860 | $30,882 | — | — | | Total contractual obligations | $4,950,153 | $646,840 | $112,974 | $204,198 | $220,110 | $191,868 | $3,574,163 | [Supplemental Guarantor Financial Information](index=107&type=section&id=Supplemental%20Guarantor%20Financial%20Information) This section provides summarized financial data for the Obligor Group, which guarantees certain debt obligations - The Obligor Group (Notes Issuer and Guarantors) provides full and unconditional guarantees for the 2064 Subordinated Notes and 2034 Senior Notes. Its ability to service debt depends on the results and cash flows of its consolidated subsidiaries, as it has no independent means of generating revenue[584](index=584&type=chunk)[585](index=585&type=chunk) Summarized Obligor Group Financial Information (in thousands) | Metric | June 30, 2025 | December 31, 2024 | | :----------------------------------- | :-------------- | :------------------ | | Assets, less receivables from non-guarantor subsidiaries | $914,135 | $448,271 | | Due from non-guarantor subsidiaries | $244,445 | $173,709 | | Liabilities, less payables to non-guarantor subsidiaries | $1,538,235 | $1,265,061 | | Net loss from Obligor Group's revenues and expenses (H1 2025) | $(92,333) | N/A | [Off-Balance Sheet Arrangements](index=108&type=section&id=Off-Balance%20Sheet%20Arrangements) This section confirms the absence of any material off-balance sheet arrangements as defined by regulatory requirements - The Company has not entered into any off-balance sheet arrangements as defined in Regulation S-K[588](index=588&type=chunk) [Critical Accounting Estimates](index=108&type=section&id=Critical%20Accounting%20Estimates) This section reiterates the company's critical accounting estimates and the judgments involved in financial reporting - There have been no material changes to the Company's critical accounting estimates disclosed in its Annual Report on Form 10-K for the year ended December 31, 2024. The preparation of financial statements requires management to make estimates and assumptions that affect reported amounts, which are regularly assessed[589](index=589&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=109&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section addresses TPG Inc.'s exposure to market risks, primarily related to its role as an investment advisor or general partner to its TPG funds and the impact of movements in the underlying fair value of their investments - The Company's exposure to market risks primarily stems from its role as an investment advisor or general partner to its TPG funds and the fluctuations in the fair value of their underlying investments[590](index=590&type=chunk) - There was no material change in the Company's market risks during the three months ended June 30, 2025[590](index=590&type=chunk) [Item 4. Controls and Procedures](index=109&type=section&id=Item%204.%20Controls%20and%20Procedures) This section details the evaluation of TPG Inc.'s disclosure controls and procedures and reports on any changes in internal control over financial reporting - Management, including the CEO and CFO, evaluated the effectiveness of disclosure controls and procedures as of June 30, 2025, and concluded they were effective[593](index=593&type=chunk) - Disclosure controls are designed to ensure timely recording, processing, summarization, and reporting of information required in SEC filings[591](index=591&type=chunk) - There has been no material change in the Company's internal control over financial reporting during the quarter ended June 30, 2025[594](index=594&type=chunk) [Part II. Other Information](index=110&type=section&id=Part%20II.%20Other%20Information) This part includes disclosures on legal proceedings, risk factors, equity sales, and other miscellaneous information [Item 1. Legal Proceedings](index=110&type=section&id=Item%201.%20Legal%20Proceedings) This section provides an update on TPG Inc.'s legal proceedings and claims incidental to its business operations, including regulatory proceedings - TPG Inc. is involved in litigation and claims incidental to its business, including regulatory proceedings. The Company is not currently subject to any pending legal proceedings expected to have a material impact on its Condensed Consolidated Financial Statements[597](index=597&type=chunk) - However, due to the inherent unpredictability of such proceedings, an adverse outcome in certain matters could materially affect TPG's financial results in any particular period[597](index=597&type=chunk) [Item 1A. Risk Factors](index=110&type=section&id=Item%201A.%20Risk%20Factors) This section refers to the comprehensive discussion of potential risks and uncertainties affecting TPG Inc.'s business, as detailed in its Annual Report on Form 10-K - For a discussion of potential risks and uncertainties, readers are directed to 'Item 1A.—Risk Factors' in the Company's Annual Report on Form 10-K for the year ended December 31, 2024[598](index=598&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=110&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section reports on any unregistered sales of equity securities and the use of proceeds from such sales - There were no unregistered sales of equity securities and use of proceeds to report for the period[599](index=599&type=chunk) [Item 3. Defaults Upon Senior Securities](index=110&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This section addresses any defaults upon senior securities - This item is not applicable for the reporting period, indicating no defaults upon senior securities[600](index=600&type=chunk) [Item 4. Mine Safety Disclosures](index=110&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section provides disclosures related to mine safety - This item is not applicable for the reporting period, indicating no mine safety disclosures[601](index=601&type=chunk) [Item 5. Other Information](index=110&type=section&id=Item%205.%20Other%20Information) This section includes any other information required to be disclosed that is not covered by other items - This item is not applicable for the reporting period, indicating no other information to disclose[602](index=602&type=chunk) [Item 6. Exhibits](index=111&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed or furnished as part of the Form 10-Q report, including corporate governance documents, credit agreements, compensation policies, and certifications - The exhibits include the Restated Certificate of Incorporation, Amended and Restated Bylaws, Seventh Amended and Restated Credit Agreement, Accession Agreement, Independent Director Compensation Policy, Non-Employee Director Deferral Plan, List of Notes Issuer and Guarantor Subsidiaries, and various certifications (CEO, CFO)[603](index=603&type=chunk) [Signatures](index=112&type=section&id=Signatures) This section contains the required signatures for the Form 10-Q report, certifying its submission - The report was signed on August 6, 2025, by Jack Weingart, Chief Financial Officer (Principal Financial Officer and Authorized Signatory), pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934[605](index=605&type=chunk)[606](index=606&type=chunk)

Financial Data and Key Metrics Changes - TPG reported GAAP net income attributable to TPG Inc. of $15 million and after-tax distributable earnings of $268 million, or $0.69 per share of Class A common stock, marking a 30% increase year-over-year [5][29] - The company declared a dividend of $0.59 per share of Class A common stock, to be paid on September 2, 2025 [5] - Total assets under management (AUM) reached $261 billion, up 14% year-over-year, driven by $36 billion of capital raised and $21 billion of value creation [27] Business Line Data and Key Metrics Changes - Fundraising grew nearly 80% year-over-year to $11.3 billion, with deployment increasing 36% to $10.4 billion and realizations growing more than 20% to $6.5 billion [7][22] - In private equity, TPG Growth six exceeded its $4 billion target, raising a total of $4.8 billion, a 35% increase over the previous fund [9] - In credit, TPG raised a record $5.4 billion across its strategies during the second quarter [11] Market Data and Key Metrics Changes - The company saw strong early support for its second GP Solutions Fund, which is expected to be significantly larger than its predecessor [10] - Insurance contributed nearly 30% of the credit capital raised in the second quarter, primarily through structured credit and credit solution strategies [13] - The company ended the quarter with record dry powder of $63 billion, representing 43% of fee-earning AUM [21] Company Strategy and Development Direction - TPG is focused on expanding its credit platform and enhancing its capital markets capabilities, which are expected to grow alongside the firm's overall transactional activity [77][78] - The company is actively evaluating broader strategic partnerships and inorganic opportunities within the insurance channel [14] - TPG aims to increase its presence in private wealth and insurance, with TPOP and TCAP providing a strong foundation for growth [24][36] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the durability of the private equity asset class as a return driver for institutional accounts, despite broader market challenges [45][61] - The company anticipates a breakout year in 2025 for credit fundraising, driven by strong demand and a robust pipeline [13][24] - Management expects to see a growing pipeline of attractive investment opportunities in real estate, particularly in high-quality assets [21] Other Important Information - TPG completed the acquisition of PepperTree, which is expected to enhance its digital infrastructure strategy [7] - The company has upsized its revolving credit facility from $1.2 billion to $1.75 billion to support growth initiatives [30] - TPG's private equity portfolio appreciated 2% in the quarter and 11% over the last twelve months, indicating strong performance across its investments [31] Q&A Session Summary Question: Insights on Private Equity Performance - Management noted that TPG's performance differs from broader market trends, with strong growth in commitments from existing LPs and new relationships being established globally [44][48] Question: Insurance Strategy and Balance Sheet Considerations - Management emphasized the importance of maintaining FRE centricity and being cautious about assuming liabilities in insurance transactions, focusing on partnerships to enhance distribution capabilities [52][54] Question: Fund Size Expectations and Management Fees - Management indicated that the first close of $9 billion is a strong start, with expectations for continued growth in fund sizes and management fees as new funds are activated [60][64] Question: Capital Markets Growth Potential - Management highlighted the ongoing build-out of capital markets capabilities, which are expected to grow in correlation with the firm's overall growth and transactional activity [76][79] Question: Retail Opportunity and TPOP Expansion - Management discussed plans to broaden distribution for TPOP and the development of new products in credit and real assets, with a focus on expanding into the RIA market [82][85]

Financial Data and Key Metrics Changes - TPG reported GAAP net income attributable to TPG Inc. of $15 million and after-tax distributable earnings of $268 million, or $0.69 per share of Class A common stock, reflecting a 30% year-over-year increase in after-tax distributable earnings [4][29]. - Total assets under management (AUM) increased by 14% year-over-year to $261 billion, driven by $36 billion of capital raised and $21 billion of value creation [27]. - Fee-earning AUM rose by 7% year-over-year to $146 billion as of June 30, 2025 [27]. Business Line Data and Key Metrics Changes - Fundraising grew nearly 80% year-over-year to $11.3 billion, with $5.4 billion coming from the credit platform, marking the second highest fundraising quarter in TPG's history [6][32]. - Deployment increased by 36% year-over-year to over $10 billion, with significant investments in various sectors including technology and sustainable agriculture [15][17]. - Realizations totaled $6.5 billion during the quarter, with notable exits from several companies [21][22]. Market Data and Key Metrics Changes - The company experienced strong early support for its second GP Solutions Fund, which is expected to be significantly larger than its predecessor [10]. - Insurance contributed nearly 30% of the credit capital raised in the second quarter, indicating a growing focus on this market segment [13]. - The company is actively expanding its investor base outside of North America, particularly in the Middle East, Asia, and Latin America [9]. Company Strategy and Development Direction - TPG is focused on scaling its credit businesses and preparing for the launch of new private equity funds, with a strong emphasis on innovation and product development [26]. - The company aims to deepen relationships with existing clients while establishing new partnerships, particularly in the insurance sector [14][55]. - TPG is entering the back half of the year with significant strength across its platforms, expecting to continue delivering outstanding results for clients and shareholders [25]. Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the durability of the private equity asset class as a return driver for institutional accounts, despite broader market challenges [44]. - The company anticipates a breakout year in 2025 for credit fundraising, driven by strong demand and a robust pipeline [13][32]. - Management highlighted the importance of maintaining a focus on fee-related earnings growth while exploring strategic partnerships in the insurance sector [54]. Other Important Information - TPG completed the acquisition of PepperTree, which is expected to enhance its digital infrastructure strategy [6]. - The company ended the quarter with record dry powder of $63 billion, representing 43% of fee-earning AUM [20]. - TPG's real estate portfolio appreciated approximately 3% in the second quarter and 14% over the last twelve months, indicating strong performance in this segment [31]. Q&A Session Summary Question: Insights on Private Equity Cycle - Management noted that TPG's performance differs from broader market trends, with strong growth in private equity driven by effective fund management and intentional portfolio composition [44][46]. Question: Insurance Strategy - Management emphasized the importance of maintaining FRE centricity and being cautious about assuming liabilities in insurance transactions, focusing on partnerships to enhance distribution capabilities [52][54]. Question: Fund Size Expectations - Management indicated that the first close of $9 billion reflects strong re-ups from existing LPs, with expectations for continued growth in fund sizes [60][63]. Question: Deployment Opportunities - Management expressed optimism about deployment opportunities across various business lines, anticipating an acceleration in the second half of the year [68][70]. Question: Capital Markets Growth - Management highlighted the ongoing build-out of capital markets capabilities, which are expected to grow in correlation with the firm's overall growth and transactional activity [76][80]. Question: Retail Opportunity and TPOP Expansion - Management discussed plans to broaden distribution for TPOP and the development of new products across various asset classes, including credit and real estate [84][87].

Core Insights - TPG Inc. reported quarterly earnings of $0.69 per share, exceeding the Zacks Consensus Estimate of $0.45 per share, and showing an increase from $0.49 per share a year ago, resulting in an earnings surprise of +53.33% [1] - The company generated revenues of $495.12 million for the quarter ended June 2025, surpassing the Zacks Consensus Estimate by 6.16% and increasing from $459 million year-over-year [2] - TPG Inc. has outperformed consensus revenue estimates three times over the last four quarters [2] Earnings Performance - The company has surpassed consensus EPS estimates two times in the last four quarters [2] - The current consensus EPS estimate for the upcoming quarter is $0.48, with projected revenues of $503.49 million, and for the current fiscal year, the estimate is $2.02 on revenues of $2.01 billion [7] Market Performance - TPG Inc. shares have declined approximately 8.9% since the beginning of the year, contrasting with the S&P 500's gain of 7.1% [3] - The stock currently holds a Zacks Rank 3 (Hold), indicating expected performance in line with the market in the near future [6] Industry Outlook - The Financial - Investment Management industry, to which TPG Inc. belongs, is currently ranked in the top 24% of over 250 Zacks industries, suggesting a favorable outlook [8] - Empirical research indicates a strong correlation between near-term stock movements and trends in earnings estimate revisions, which can be tracked by investors [5]

Financial Performance - Distributable Earnings for Q2 2025 increased by 26% year-over-year, with a record quarterly dividend declared[5] - Total revenues for Q2 2025 were $920.5 million, up from $744.2 million in Q2 2024, representing a 23.6% increase[21] - Net income for Q2 2025 was $30.1 million, compared to a net loss of $57.6 million in Q2 2024[22] - Total expenses for Q2 2025 were $890.1 million, up from $776.5 million in Q2 2024[21] - The company reported a significant increase in performance allocation compensation, rising to $233.4 million in Q2 2025 from $133.8 million in Q2 2024[21] - After-tax Distributable Earnings (DE) rose from $207 million in 2Q'24 to $268 million in 2Q'25, driven by realized performance allocations and FRE[35][36] - Net income for Q2 2025 YTD was $117,939, a recovery from a net loss of $57,578 in Q2 2024[128] Revenue and Earnings Metrics - Fee-Related Revenues (FRR) for Q2 2025 were $495 million, an 8% increase from $459 million in Q2 2024[24] - Fee-Related Earnings (FRE) attributable to TPG Inc. was $0.59 per share for Q2 2025, and $1.08 per share year-to-date[104] - After-tax Distributable Earnings (DE) attributable to TPG Inc. was $0.69 per share for Q2 2025, and $1.17 per share year-to-date[104] - Total GAAP performance for the three months ended June 30, 2025, was $335,789,000, with a realized amount of $351,546,000 on a Non-GAAP basis[96] Assets Under Management (AUM) - Assets Under Management (AUM) reached $261 billion, a 14% increase over the past twelve months[24] - The company’s Fee-Earning Assets Under Management (AUM) increased by 7% year-over-year, reaching $146 billion[65] - 2Q25 AUM increased by 14% year-over-year to $261.3 billion, driven by $36.4 billion in capital raised, including $5.8 billion in Rise Climate II and $2.9 billion in Credit Solutions III, partially offset by $23.4 billion in realizations[66] - Performance Eligible AUM totaled $220.0 billion, or 84% of total AUM, while Performance Generating AUM was $169.3 billion, or 65% of total AUM, at the end of 2Q25[82] Capital Raising and Investment - Capital raised in Q2 2025 totaled $11.3 billion, compared to $6.3 billion in Q2 2024[24] - The company raised a total of $36.4 billion in capital over the past twelve months, with significant contributions from various funds[84] - The capital raised in Q2 2025 was $11.303 billion, a substantial increase from $6.299 billion in Q2 2024, marking an 80% increase year-over-year[90] - Total capital invested of $10.377 billion in Q2 2025, compared to $7.615 billion in Q2 2024, representing a 36% increase[92] Expenses and Compensation - Fee-Related Expenses increased from $258 million in 2Q'24 to $276 million in 2Q'25, reflecting higher cash-based compensation and operating expenses[28] - Cash-based compensation and benefits for Q2 2025 YTD totaled $432,191, up from $191,486 in Q2 2024, indicating increased employee costs[128] - General, administrative, and other expenses for Q2 2025 YTD were $346,646, compared to $170,184 in Q2 2024, highlighting rising operational expenses[128] Dividend and Shareholder Returns - The company declared a quarterly dividend of $0.59 per share, payable on September 2, 2025[6] - The company plans to pay at least 85% of its Distributable Earnings as dividends, subject to board approval and business needs[139] - Future dividend payments are subject to the discretion of the board of directors and may be changed at any time[141] Performance Metrics and Non-GAAP Measures - Non-GAAP adjustments for the total performance allocations were $4,886 million as of March 31, 2025[98] - After-tax Distributable Earnings ("After-tax DE") is a non-GAAP performance measure reflecting earnings available for distribution after income taxes, differing from U.S. GAAP net income[143] - Fee-Related Earnings ("FRE") is used to evaluate business performance and is adjusted for certain expenses, providing insight into the ability to cover operational costs from fee revenues[154] Market and Investment Performance - The company’s market solutions segment contributed significantly to both capital raised and AUM growth, reflecting a strategic focus on this area[84] - Investment Appreciation represents fund appreciation for private equity and real estate funds, contributing to overall fund performance[158] - Realizations represent proceeds from investment dispositions, crucial for understanding cash flow and investment returns[165]

TPG Telecom (TPG) Update Summary Company Overview - **Company**: TPG Telecom - **Date of Briefing**: August 04, 2025 - **Key Speakers**: Paul Hutton (Investor Relations), Innaki Beretta (CEO), John Bonicoli (CFO), James Hall (General Manager of Capital Markets) Key Points Financial Position and Capital Management - TPG has completed the Vocus transaction, resulting in cash proceeds of **$4.7 billion** [2] - Plans to return up to **$3 billion** to shareholders through a pro rata capital reduction, translating to a cash distribution of **$1.61 per share** [3][6] - Up to **$2.4 billion** of bank borrowings will be repaid, aiming for an investment-grade financial position [3][8] - Annual dividends will remain at **$0.18 per share** for 2025, with intentions to grow over time as profits increase [4][12] Strategic Moves and Market Position - The Vocus transaction has streamlined TPG's structure, enhancing its competitive position as a cost-efficient mobile-led telco [5] - TPG aims to increase minority shareholder ownership through a reinvestment plan, allowing shareholders to reinvest their capital reduction distribution into new shares [7] - The company has established a long-term partnership with Vocus to grow customer numbers and data volumes [5] Operational Performance - TPG's fiber network and enterprise business were previously subscale; the Vocus deal has improved the economics of TPG's network access [5] - The company reported a **6.1%** increase in EBITDA for 2024 compared to 2023, with a pro forma EBITDA guidance of **$1.6 billion to $1.655 billion** for FY 2025 [21][20] - Operating free cash flow increased by **$490 million** between 2023 and 2024, indicating a healthy underlying business [20] Subscriber Metrics - Mobile subscribers increased by **100,000** to **5.615 million** [29] - Fixed subscribers totaled **2.021 million**, with a modest increase in fixed ARPU to **$26.11** [30] - TPG has seen an **82%** increase in data volumes in regional areas and a **20%** increase in voice traffic [28] Market Dynamics - TPG has gained market share in smaller towns and fringe urban areas, with a **1%** aggregate increase [28] - The company is focused on maintaining a competitive edge in a low-risk essential services industry, emphasizing customer-centric operations [34] Future Outlook - TPG expects to maintain a strong cash flow outlook driven by lower CapEx, completion of legacy financing unwinds, and reduced borrowing costs [25] - The company is targeting a reduction in operating costs by **$100 million** over the next four years [24] - TPG is committed to investing in both wireless and fixed infrastructure to remain competitive [65] Additional Considerations - The reinvestment plan is designed to enhance liquidity and free float, with strategic shareholders supporting the initiative [7][51] - The company is optimistic about its growth trajectory despite potential challenges in subscriber growth and churn rates [49][50] Conclusion TPG Telecom is positioned for growth following the Vocus transaction, with a strong focus on capital management, shareholder returns, and operational efficiency. The company aims to enhance its market position while maintaining a commitment to customer service and infrastructure investment.

Capital Management Plan - TPG plans a cash distribution of up to $3 billion via a pro rata Capital Reduction, potentially offering up to $1.61 per share[16, 28] - A Reinvestment Plan aims to issue up to $688 million in new shares to increase minority ownership, potentially raising the free float to approximately 30%[16, 28] - The company targets repaying up to $2.4 billion of bank borrowings, reducing drawn borrowings to approximately $1.7 billion and achieving a pro forma financial leverage of approximately 1.3 times[16, 28] - TPG aims for an FY25 dividend of 18 cents per share, with growth expected over time based on profit and cash flow[16, 28] Financial Performance and Guidance - Pro Forma FY25 EBITDA guidance is set at $1.605 billion to $1.655 billion, excluding material one-offs[53] - Capital expenditure for FY25 is guided at approximately $790 million, excluding spectrum payments[53] - The company is targeting approximately $100 million in cost reductions from the FY25 Pro Forma cost base, to be delivered over two to four years (FY26 – FY29)[57] - TPG anticipates strong free cash flow in FY25, driven by factors like lower spectrum costs (approximately $128 million lower), reduced legacy handset receivables financing unwind (approximately $125 million lower), and lower capital expenditure (approximately $102 million lower) from FY27[60] 1H25 Trading Update - Pro Forma total revenue for 1H25 reached $2.448 billion, reflecting approximately 2% growth compared to the prior corresponding period (PCP)[69] - Pro Forma EBITDA (guidance basis) for 1H25 was $786 million, representing approximately 0.9% growth versus PCP[69]

Core Viewpoint - TPG RE Finance Trust reported mixed financial results for Q2 2025, with distributable earnings per share exceeding analyst expectations, but total distributable earnings declining, indicating a need for strategic focus on loan origination and portfolio management [1][10]. Business Overview and Strategic Focus - TPG RE Finance Trust is a real estate investment trust (REIT) that specializes in providing commercial first mortgage loans to institutional borrowers, focusing on high-quality properties across the U.S. [2] - The company is managed by TPG Real Estate, which enhances its access to institutional capital and market expertise [2]. - Key priorities include maintaining REIT compliance, optimizing the floating rate loan portfolio, and disciplined loan origination [3]. Quarterly Performance: Portfolio Growth, Credit, and Capital Actions - In Q2 2025, the company originated seven new first mortgage loans totaling $695.6 million, with a weighted average spread of 2.86% over Term SOFR and a loan-to-value (LTV) ratio of 67.6% [4]. - The company received $172.3 million in repayments from three loans across various property types, and committed to additional loans totaling $112.3 million post-quarter-end, indicating a healthy deal pipeline [5]. - Asset quality remained stable with a weighted average risk rating of 3.0, and reserves increased to $68.8 million, representing 1.76% of loan commitments [6]. Capital Management and Liquidity - The company executed two real estate owned (REO) property sales, generating $39.4 million in proceeds and a $7.0 million gain, enhancing liquidity [7]. - A significant share repurchase program was implemented, with 1.66 million shares bought back for $12.5 million, and an additional 0.83 million shares for $6.8 million, increasing book value per share to $11.20 [8]. - Total liquidity stood at $236.4 million, down from $457.6 million in the previous quarter, primarily due to the absence of proceeds from a CRE CLO issuance [9]. Dividend and Outlook - The REIT declared a quarterly cash dividend of $0.24 per share, fully covered by distributable earnings, maintaining stability in line with REIT regulatory requirements [10]. - Management did not provide numerical guidance for future quarters, leaving investors focused on the company's ability to enhance distributable earnings and maintain loan origination levels [11][12].