Acquisitions (Tables)

12 Months Ended

Dec. 31, 2025

Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]

Schedule of Business Combination, Recognized Asset Acquired and Liability Assumed

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


	July 1, 2025

Purchase Price
Cash(a)	$	235,659


Nonvoting Class A common stock(b)	153,973
Total Purchase Price	$	389,632

Recognized amounts of identifiable assets acquired and liabilities assumed
Cash and cash equivalents	$	505
Due from affiliates	2,933
Investments	561,945
Right-of-use asset	1,577
Intangible assets	248,900
Other assets	1,502
Total assets	817,362
Accounts payable and accrued expenses	23,006

Accrued performance allocation compensation	403,052
Operating lease liability	1,577
Other liabilities	4,455
Total liabilities	432,090
Assets acquired/liabilities assumed	385,272

Total Purchase Price	389,632
Non-controlling interest of Peppertree	57,749
Goodwill	$	62,109

_________________

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

(b)Represents the fair value of approximately 2.9 million shares of nonvoting Class A common stock issued to certain Peppertree Parties upon consummation of the Peppertree Acquisition. The fair value of the shares of nonvoting Class A common stock was based on a $52.84 closing price for the shares of Class A common stock on the Peppertree Acquisition Date.

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


	November 1, 2023
Purchase Price
Cash(a)	$	740,703
Amounts payable to seller(b)	16,334
Common Units(c)	233,894
Fair value of Aggregate Annual Cash Holdback Amount(d)	125,158
Fair value of Earnout Payment(e)	27,315
Total Purchase Price	$	1,143,404

Recognized amounts of identifiable assets acquired and liabilities assumed
Cash and cash equivalents	$	383,868
Due from affiliates	184,252
Investments	1,046,375
Intangible assets	547,500
Other assets	172,282
Total assets	2,334,277
Accounts payable and accrued expenses	307,308
Due to affiliates	150,228
Accrued performance allocation compensation	744,903
Other liabilities	190,147
Total liabilities	1,392,586
Assets acquired/liabilities assumed	941,691

Total Purchase Price	1,143,404
Non-controlling interest of Angelo Gordon	4,172
Goodwill	$	205,885

_________________

(a)Represents the closing cash consideration of $740.7 million, which was comprised of $270.7 million of cash on hand and $470.0 million of proceeds from drawing on the Company’s Senior Unsecured Revolving Credit Facility. Out of the closing cash consideration of $740.7 million, $100.0 million was held in escrow on behalf of the sellers, which was fully released during the year ended December 31, 2024.

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

(c)Represents the fair value of approximately 9.2 million vested Common Units granted to the Angelo Gordon partners upon consummation of the Angelo Gordon Acquisition. The fair value of Common Units was based on a $28.18 closing price for the shares of Class A common stock on the Angelo Gordon Acquisition Date, adjusted for a discount for lack of marketability. Approximately 43.8 million unvested Common Units and 8.4 million Service Awards available to be granted in connection with the Angelo Gordon Acquisition are considered compensatory under U.S. GAAP and are not part of the Angelo Gordon Purchase Price. Refer to Note 18 to the Consolidated Financial Statements for details.

(d)Represents the estimated fair value of the Aggregate Annual Cash Holdback Amount of $150.0 million, which is payable in three equal annual installments of $50.0 million, subject to the absence of promote shortfall in each respective calendar year (2024, 2025 and 2026). The estimated fair value of $125.2 million, reflected as contingent consideration, was determined using a present value approach. Inputs to fair value include the present value period and the discount rate applied to the annual payments.

(e)Represents the estimated fair value of the non-compensatory portion of the Angelo Gordon Earnout Payment expected to be paid in the form of cash and vested Common Units to Angelo Gordon partners upon satisfaction of certain FRR targets during the Measurement Period. This amount, reflected as contingent consideration, was determined using a multiple probability simulation approach. Inputs to the fair value include probability adjusted FRR amounts and FRR target thresholds. The compensatory portion of the Angelo Gordon Earnout Payment to the Angelo Gordon partners is treated as post-combination compensation expense, as services are required from such partners post-Closing. See Note 18 to the Consolidated Financial Statements for details.

Schedule of Business Combination, Intangible Asset, Acquired, Finite-Lived

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


	Fair Value		Valuation Methodology	Estimated Average Useful Life (in years)
Management contracts	$	181,700	Multi-period excess earnings method ("MPEEM")	4-9
Contractual performance fee allocations	65,200		Discounted cash flow analysis	6
Trade name	2,000		Relief from royalty method	4.5
Fair value of intangible assets acquired	$	248,900

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


	Fair Value		Valuation Methodology	Estimated Average Useful Life (in years)
Management contracts	$	287,000	Multi-period excess earnings method ("MPEEM")	5-12.5
Contractual performance fee allocations	199,000		Discounted cash flow analysis	6.5
Technology	46,000		Replacement cost analysis and relief from royalty analysis	4
Trade name	15,500		Relief from royalty method	5.5
Fair value of intangible assets acquired	$	547,500

Schedule of Business Acquisition, Pro Forma Information

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


	Year Ended December 31,
		2025		2024
Revenues		$	4,766,572	$	3,672,847
Net income (loss) attributable to TPG Inc./controlling interest		184,190		(1,503)

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


	Year Ended December 31,
	2023		2022
Revenues	$	3,045,143	$	2,600,420
Net income attributable to TPG Inc./controlling interest	66,550		(25,798)