TPG Inc-A 2025年度报告

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 10-K (Mark One) xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934For the fiscal year ended December 31, 2025 OR ¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934 For the transition period fromto Commission file number 001-41222 TPG Inc. (Exact name of registrant as specified in its charter) (817) 871-4000Registrant's telephone number, including area code Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.YesxNoo Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.YesoNox Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was requiredto file such reports); and (2) has been subject to such filing requirements for the past 90 days. YesxNoo Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any,every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of thischapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post suchfiles). Yesx No¨ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or asmaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reportingcompany” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filerxNon-accelerated filer¨ Accelerated filer¨Smaller reporting company¨Emerging growth company¨ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transitionperiod for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of theExchange Act.¨ Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report.x If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements ofthe registrant included in the filing reflect the correction of an error to previously issued financial statements.o Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis ofincentive-based compensation received by any of the registrant’s executive officers during the relevant recovery periodpursuant to §240.10D-1(b).o Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes¨No x The aggregate market value of the common stock of the Registrant held by non-affiliates as of June 30, 2025 was$7,161.6 million. As of February 12, 2026, there were 153,715,203 shares of the registrant’s Class A common stock, 6,605,963 shares of theregistrant’s nonvoting Class A common stock and 223,852,327 shares of the registrant’s Class B common stockoutstanding. Portions of the Registrant’s definitive proxy statement relating to its 2026 annual meeting of the shareholders (the “2026Proxy Statement”) are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. The2026 Proxy Statement will be filed with the U.S. Securities and Exchange Commission within 120 days after the end of thefiscal year to which this report relates. TABLE OF CONTENTS PART IItem 1.Business4Item 1A.Risk Factors23Item 1B.Unresolved Staff Comments87Item 1C.Cybersecurity87Item 2.Properties88Item 3.Legal Proceedings88Item 4.Mine Safety Disclosures88PART IIItem 5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities89Item 6.[Removed and Reserved]90Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations91Item 7A.Quantitative and Qualitative Disclosures About Market Risk133Item 8.Financial Statements and Supplementary Data136Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosures202Item 9A.Controls and Procedures202Item 9B.Other Information203Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections203PART IIIItem 10.Directors, Executive Officers and Corporate Governance204Item 11.Executive Compensation204Item 12.Security Ownership of Certain Beneficial Ow