TPG Inc.TPG
TPG Inc. Debt Disclosure
11. Debt Obligations
On August 14, 2025, the Notes Issuer completed an offering of $500.0 million aggregate principal amount of Senior Notes due 2036. The 2036 Senior Notes will mature on January 15, 2036, unless earlier accelerated, redeemed or repurchased. The 2036 Senior Notes are fully and unconditionally guaranteed, jointly and severally, by each of the Guarantors, and are unsecured and unsubordinated obligations of the Notes Issuer and the Guarantors. The 2036 Senior Notes bear interest at a rate of 5.375% per annum, which is payable semi-annually in arrears on January 15 and July 15 of each year, beginning on January 15, 2026. The 2036 Senior Notes contain certain covenants 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. Transaction costs related to the 2036 Senior Notes issuance have been capitalized and are amortized over the life of the 2036 Senior Notes.
The following table summarizes the Company’s and its subsidiaries’ debt obligations (in thousands):
| As of December 31, 2025 | As of December 31, 2024 | ||||||||||||||||||||||||||||||||||
| Maturity Date | Borrowing Amount | Carrying Value | Interest Rate | Carrying Value | Interest Rate | ||||||||||||||||||||||||||||||
Senior Unsecured Revolving Credit Facility(a) | May 2030 | $ | 1,750,000 | $ | — | 4.74 | % | $ | — | 5.43 | % | ||||||||||||||||||||||||
2034 Senior Notes(b) | March 2034 | 600,000 | 594,700 | 5.88 | % | 594,051 | 5.88 | % | |||||||||||||||||||||||||||
2036 Senior Notes(c) | January 2036 | 500,000 | 491,353 | 5.38 | % | — | — | % | |||||||||||||||||||||||||||
Subordinated Notes(d) | March 2064 | 400,000 | 390,311 | 6.95 | % | 390,058 | 6.95 | % | |||||||||||||||||||||||||||
Secured Notes - Tranche A(e) | June 2038 | 200,000 | 196,931 | 5.33 | % | 196,683 | 5.33 | % | |||||||||||||||||||||||||||
Secured Notes - Tranche B(e) | June 2038 | 50,000 | 49,252 | 4.75 | % | 49,192 | 4.75 | % | |||||||||||||||||||||||||||
364-Day Revolving Credit Facility(f) | April 2026 | 300,000 | — | 5.69 | % | 52,000 | 6.33 | % | |||||||||||||||||||||||||||
Subordinated Credit Facility(g) | August 2027 | 30,000 | — | 6.04 | % | — | 6.68 | % | |||||||||||||||||||||||||||
| Total debt obligations | $ | 3,830,000 | $ | 1,722,547 | $ | 1,281,984 | |||||||||||||||||||||||||||||
_________________
(a)As of December 31, 2025, the Senior Unsecured Revolving Credit Facility has aggregate revolving commitments of $1.75 billion. Dollar-denominated principal amounts outstanding under the Senior Unsecured Revolving Credit Facility accrue interest, at the option of the applicable borrower, either (i) at a base rate plus applicable margin not to exceed 0.20% per annum or (ii) at a term SOFR rate plus a 0.10% per annum adjustment and an applicable margin not to exceed 1.20%. In May 2025, the Company 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, the Company further amended the Senior Unsecured Revolving Credit Facility to increase the size of the Senior Unsecured Revolving Credit Facility to $1.75 billion.
(b)On March 5, 2024, the Notes Issuer issued $600.0 million aggregate principal amount of Senior Notes due 2034 with interest payable semi-annually in arrears on March 5 and September 5 of each year, beginning on September 5, 2024.
(c)The 2036 Senior Notes were issued on August 14, 2025 with interest payable semi-annually in arrears on January 15 and July 15 of each year, beginning on January 15, 2026.
(d)On March 4, 2024, the Notes Issuer issued $400.0 million aggregate principal amount of Fixed-Rate Junior Subordinated notes due 2064 with interest payable quarterly in arrears 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 or more occasions, to defer the payment of interest on the notes for up to consecutive years.
(e)The Company’s Secured Notes are issued using on-balance sheet securitization vehicles, as further discussed in Note 10 to the Consolidated Financial Statements.
(f)On April 14, 2023, a consolidated subsidiary of the Company entered into a 364-day revolving credit facility with Mizuho Bank, Ltd., acting as administrative agent, to provide the subsidiary with revolving borrowings of up to $150.0 million. In April 2025, the consolidated subsidiary amended the 364-Day Credit Facility to increase the aggregate principal amount of the existing commitments to $300.0 million and extend the commitment termination date to April 9, 2026.
(g)On August 2014, a consolidated subsidiary of the Company entered into two $15.0 million subordinated revolving credit facilities, for a total commitment of $30.0 million. The Subordinated Credit Facility is available for direct borrowings and is guaranteed by certain members of the TPG Operating Group. In August 2025, the subsidiary extended the maturity date of the Subordinated Credit Facility from August 2026 to August 2027.
At December 31, 2025, the Company was in compliance with all covenants under the debt obligations.
The following table provides information regarding the fair values of the Company’s debt which are carried at amortized cost (in thousands):
| December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
2034 Senior Notes(a) | $ | 627,402 | $ | 614,844 | |||||||
2036 Senior Notes(a) | 499,380 | — | |||||||||
Subordinated Notes(b) | 397,600 | 406,720 | |||||||||
Secured Notes - Tranche A(c) | 198,960 | 196,403 | |||||||||
Secured Notes - Tranche B(c) | 49,070 | 48,194 | |||||||||
_________________
(a)Fair value is based on indicative quotes and the notes are classified as Level II within the fair value hierarchy.
(b)Fair value is based on quoted prices in active markets since the debt is publicly listed and the notes are classified as Level I within the fair value hierarchy.
(c)Fair value is based on current market rates and credit spreads of the Company’s Senior Notes and debt with similar maturities. The notes are classified as Level II within the fair value hierarchy.
In the case of the Company’s Senior Unsecured Revolving Credit Facility, Subordinated Credit Facility and 364-Day Credit Facility, the fair values approximate the carrying amounts represented in the Consolidated Financial Statements due to their variable rate nature.
During the years ended December 31, 2025, 2024 and 2023 the Company incurred interest expense of $102.3 million $77.1 million and $31.8 million respectively, on its debt obligations.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 17, 2026 | Showing above |
| 2024 | Feb 18, 2025 | |
| 2023 | Feb 23, 2024 | |
| 2022 | Feb 24, 2023 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.