TPG Inc.TPG

TPG Inc. Earnings Per Share Disclosure

10-KFiled Feb 17, 20263 min read
17. Net Income (Loss) Per Class A Common Share
The Company calculates its basic and diluted income (loss) per share using the two-class method for all periods presented, which defines unvested share-based payment awards that contain nonforfeitable rights to dividends as participating securities. The two-class method is an allocation formula that determines income per share for each share of common stock and participating securities according to dividends declared and participation rights in undistributed earnings. Under this method, all income (distributed and undistributed) is allocated to common shares and participating securities based on their respective rights to receive dividends.
In computing the dilutive effect that the exchange of TPG Operating Group partnership units would have on net income available to Class A common stock per share, TPG considered that net income (loss) available to holders of shares of Class A common stock would increase due to the elimination of non-controlling interests in the TPG Operating Group, inclusive of any tax impact. The hypothetical conversion may be dilutive to the extent there is activity at the TPG Inc. level that has not previously been attributed to the non-controlling interests or if there is a change in tax rate as a result of a hypothetical conversion.
The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted net income (loss) per share of Class A common stock (in thousands, except share and per share data):

Year Ended December 31,
202520242023
Numerator:
Net income (loss)$599,585 $(76,915)$23,385 
Less:
Net income attributable to redeemable equity in Public SPACs— — 12,044 
Net income (loss) attributable to non-controlling interests in TPG Operating Group50,771 (175,927)(92,411)
Net income attributable to other non-controlling interests364,226 75,529 23,662 
Net income attributable to Class A Common Stockholders prior to distributions184,588 23,483 80,090 
Reallocation of earnings to unvested participating restricted stock units(a)
(60,814)(23,790)(8,872)
Net income (loss) attributable to Class A Common Stockholders - Basic 123,774 (307)71,218 
Net income (loss) assuming exchange of non-controlling interest44,133 (154,503)(82,900)
Net income (loss) attributable to Class A Common Stockholders - Diluted$167,907 $(154,810)$(11,682)
Denominator:
Weighted-Average Shares of Common Stock Outstanding - Basic138,879,433100,219,90580,334,871
Exchange of Common Units to Class A Common Stock235,246,175264,505,674237,609,625
Weighted-Average Shares of Common Stock Outstanding - Diluted374,125,608364,725,579317,944,496
Net income (loss) available to Class A common stock per share
Basic$0.89 $0.00 $0.89 
Diluted$0.45 $(0.42)$(0.04)
Dividends declared per share of Class A Common Stock(b)
$1.98 $1.65 $1.40 
_________________
(a)No undistributed losses were allocated to unvested participating RSUs during the years ended December 31, 2025, 2024 and 2023, as the holders do not have a contractual obligation to share in the losses of the Company with common stockholders.
(b)Dividends declared reflects the calendar date of the declaration for each distribution. The fourth quarter dividends were declared on February 5, 2026 and are payable on March 5, 2026.

About Earnings Per Share Disclosures

The earnings per share disclosure breaks down the calculation from net income to both basic and diluted EPS, revealing the full impact of a company's capital structure on per-share economics. The reconciliation between basic and diluted share counts exposes how many stock options, RSUs, convertible securities, and warrants are potentially dilutive to existing shareholders.

Key signals: a widening gap between basic and diluted shares indicates growing dilution from equity compensation or convertible instruments. Anti-dilutive securities excluded from the diluted calculation deserve attention — they represent latent dilution that will materialize if the stock price rises. Watch for the effect of share buybacks on per-share metrics: EPS growth driven primarily by repurchases rather than income growth signals weakening fundamentals. Compare year-over-year changes in the diluted share count against equity compensation expense to assess whether management is effectively managing dilution.

Other Available Disclosures

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