TPG Private Equity Opportunities LP

11/13/2026 | Press release | Distributed by Public on 11/13/2026 15:30

Quarterly Report for Quarter Ending September 30, 2026 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis should be read in conjunction with the unaudited condensed financial statements and the related notes of TPG Private Equity Opportunities, L.P. and the unaudited condensed consolidated financial statements and the related notes of T-POP US Aggregator (CYM), L.P. both included within this Quarterly Report on Form 10-Q.
In this Quarterly Report on Form 10-Q, or this "report," we refer to TPG Private Equity Opportunities, L.P. as "we," "us," the "Fund," "T-POP," or "our," unless we specifically state otherwise or the context indicates otherwise. We refer to our investment adviser, T-POP Management Company, LLC, as the "Management Company" and we refer to the direct parent company of the Management Company, TPG Solutions Advisors, LLC., as "Solutions Advisors."
Overview
On June 2, 2025, TPG launched the T-POP Fund Complex, TPG's perpetual private equity solution for eligible individual investors, that provides greater access to TPG's private equity platform. Our investment objectives are to deliver medium- to long-term capital appreciation and, to a lesser extent, generate modest current income. T-POP is structured as a perpetual-life strategy, with monthly, fully funded subscriptions and periodic redemption offers, which we believe enables investors to better manage exposure to the private equity asset class and achieve the potential benefits of compounding returns.
We invest primarily in privately negotiated, equity-oriented investments ("Private Equity Investments"), leveraging the talent and investment capabilities of TPG's private equity platform (the "PE Platform") to create an attractive portfolio of alternative investments diversified across geographies and sectors. Our General Partner and our Management Company are affiliates of TPG.
Our investment strategy includes investments in (i) Buyout transactions, which are large-scale investments, where TPG typically takes a control position in private companies, including carve-outs of business units from large corporations; (ii) Growth transactions where we acquire control or significant minority investments in growth-oriented private middle-market companies; and (iii) General Partner (GP)-led secondaries where we primarily invest in single asset continuation vehicles, alongside GPs using these investments as a means of holding what we believe to be their best assets for longer, with the GP typically rolling a substantial majority of its economics. T-POP may also pursue primary commitments to, and/or secondary market purchases of existing investments in, certain investment funds managed by TPG and third-party managers, as well as other investments that the General Partner determines are suitable for T-POP in its sole discretion. Over time, TPG expects that T-POP's investment portfolio will include a broad pool of private equity assets that will be diversified across sector, geography, industry, market capitalization, and transaction type. T-POP will also generally seek to invest up to 20% of its net asset value in debt and other securities, including but not limited to, debt instruments, cash and money market funds, which may be used to provide a potential source of liquidity, generate current income and facilitate capital deployment (collectively, "Debt and Other Securities", and together with Private Equity Investments, "Investments"). Proceeds generated by the realization of Investments are intended primarily to be redeployed into additional transactions, which is expected to drive significant compounding of asset value over time.
Recent Developments
For the nine months ended September 30, 2026, the T-POP Fund Complex completed direct purchases of investments for $715.4 million. As of September 30, 2026, the T-POP Fund Complex's portfolio consists of 63 Private Equity Investments. As of September 30, 2026, the T-POP Fund Complex holds $466.7 million in money market funds.
Performance Summary
The total returns by each class of Investor Units at the Registrant are as follows:
September 30, 2026
Unit Class Quarter-to-Date Year-to-Date
Inception To Date Total Return (c)
Class I Units (a)
4.28 % 9.67 % 9.67 %
Class S Units (a)
4.06 % 9.37 % 9.37 %
Class D Units (a)
4.13 % 4.13 % 4.13 %
Class R-I Units (b)
4.39 % 16.72 % 31.26 %
Class R-S Units (b)
4.17 % 15.98 % 30.14 %
Class R-D Units (b)
4.33 % 16.49 % 27.95 %
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a.Classes I and S Units were first issued in June 2026 and Class D Units were first issued in July 2026.
b.For Classes that have been invested in T-POP for longer than a year, the Inception To Date Total Returns reflected is an average annualized inception to date return.
c.Returns shown reflect the percent change in the Transactional NAV per unit from the beginning of the applicable period, plus the amount of any distribution per unit declared in the period. Returns shown are reflective of each unit class and not of an individual investor. The Fund believes total return is a useful measure of overall investment performance of our Units.
Investment Portfolio Composition
The charts below present the diversification of the T-POP Fund Complex's portfolio companies by strategy, sector and geography based on the fair value of our Private Equity Investments as of September 30, 2026. The T-POP Fund Complex's investments into funds managed by TPG are presented on a look-through basis with respect to underlying portfolio companies.
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•% of fair value represents T-POP Fund Complex's sum of Investments at Fair Value and Affiliated Investee Funds.
•Geography is generally based on the region where each investment is headquartered.
As of September 30, 2026, the T-POP Fund Complex's top 10 Private Equity Investments, based on fair value, were:
Company Strategy Geography Sector
Creative Planning Buyout N. America Business Services
Anthropic Growth N. America Technology - AI / Other Tech
Hologic Buyout N. America Healthcare
Pike Buyout N. America Energy Transition
Velotic Buyout N. America Technology - Software
Sabre Buyout N. America Energy Transition
AvidXchange Buyout N. America Technology - AI / Other Tech
DirecTV Buyout N. America Technology - AI / Other Tech
Novotech Buyout Asia & Australia Healthcare
Surescripts Buyout N. America Healthcare
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•Investments in unaffiliated and affiliated investee funds are presented on a look-through basis with respect to the underlying portfolio company.
Supplemental Schedule of Investments
T-POP invests all or substantially all of its assets in the Aggregator. The Aggregator, then in turn, invests all or substantially all of its assets in the T-POP Investment Holdings Entities which hold (directly or indirectly) investments in private equity strategies. The following Schedule of Investments presents the T-POP Fund Complex's holdings on a look-through basis as of September 30, 2026. Investments held by the T-POP Investment Holdings Entities are shown based on the T-POP Fund Complex's proportional ownership to provide a comprehensive view of the underlying investment exposure by sector and geography based on the fair value of the underlying investments as of September 30, 2026 ($ in thousands).
Issuer T-POP Investment Holdings Entity Core Sector
Geography(a)
Valuation Level
Fair Value ($)(c)
Fair Value as Percentage of Net Assets (%)(d)
Portfolio Companies
Commercial and Professional Services
Other Investment in Portfolio Company(b)
T-POP Investment Holdings IV, L.P. Business Services N. America Level III $ 25,000 0.9 %
Other Investment in Portfolio Company(b)
T-POP Investment Holdings VI, L.P. Business Services N. America Level III 55,002 2.0 %
Total Commercial and Professional Services 80,002 2.9 %
Consumer Services
Other Investment in Portfolio Company(b)
T-POP Investment Holdings I, L.P. Consumer N. America Level III 23,401 0.9 %
Other Investment in Portfolio Company(b)
T-POP Investment Holdings II, L.P. Technology N. America Level III 23,428 0.9 %
Total Consumer Services 46,829 1.8 %
Energy Transition
Other Investment in Portfolio Company(b)
T-POP Investment Holdings II, L.P. Energy Transition N. America Level III 26,707 1.0 %
Other Investment in Portfolio Company(b)
T-POP Investment Holdings II, L.P. Energy Transition Europe Level III 6,510 0.2 %
Total Energy Transition 33,217 1.2 %
Financial Services
Creative Planning T-POP Investment Holdings I, L.P. Business Services N. America Level III 141,643 5.2 %
Other Investments in Portfolio Companies(b)
T-POP Investment Holdings IV, L.P. Business Services N. America Level III 64,330 2.4 %
Total Financial Services $ 205,973 7.6 %
Issuer T-POP Investment Holdings Entity Core Sector
Geography(a)
Valuation Level
Fair Value ($)(c)
Fair Value as Percentage of Net Assets (%) (d)
Health Care Equipment & Services
Other Investment in Portfolio Company(b)
T-POP Investment Holdings I, L.P. Healthcare N. America Level III $ 58,877 2.2 %
Other Investment in Portfolio Company(b)
T-POP Investment Holdings II, L.P. Healthcare N. America Level III 5,802 0.2 %
Other Investments in Portfolio Companies(b)
T-POP Investment Holdings III, L.P. Healthcare Asia Level III 22,270 0.8 %
Other Investment in Portfolio Company(b)
T-POP Investment Holdings IV, L.P. Healthcare N. America Level III 31,980 1.2 %
Other Investment in Portfolio Company(b)
T-POP Investment Holdings IV, L.P. Healthcare Asia Level III 17,686 0.6 %
Other Investment in Portfolio Company(b)
T-POP Investment Holdings IV, L.P. Healthcare Europe Level III 43,884 1.6 %
Other Investment in Portfolio Company(b)
T-POP Investment Holdings V, L.P. Healthcare N. America Level III 17,377 0.6 %
Other Investment in Portfolio Company(b)
T-POP Investment Holdings VI, L.P. Healthcare N. America Level III 75,309 2.8 %
Total Health Care Equipment & Services 273,185 10.0 %
Media & Entertainment
Other Investment in Portfolio Company(b)
T-POP Investment Holdings I, L.P. Technology N. America Level III 63,264 2.3 %
Other Investment in Portfolio Company(b)
T-POP Investment Holdings I, L.P. Consumer N. America Level III 50,172 1.8 %
Total Media & Entertainment 113,436 4.1 %
Pharmaceuticals, Biotechnology & Life Sciences
Other Investment in Portfolio Company(b)
T-POP Investment Holdings III, L.P. Healthcare Asia Level III 62,365 2.3 %
Total Pharmaceuticals, Biotechnology & Life Sciences $ 62,365 2.3 %
Issuer T-POP Investment Holdings Entity Core Sector
Geography(a)
Valuation Level
Fair Value ($)(c)
Fair Value as Percentage of Net Assets (%) (d)
Software & Services
Other Investments in Portfolio Companies(b)
T-POP Investment Holdings I, L.P. Technology N. America Level III $ 114,586 4.2 %
Other Investments in Portfolio Companies(b)
T-POP Investment Holdings I, L.P. Technology Europe Level III 46,728 1.7 %
Other Investment in Portfolio Company(b)
T-POP Investment Holdings II, L.P. Technology N. America Level III 20,284 0.7 %
Other Investment in Portfolio Company(b)
T-POP Investment Holdings III, L.P. Technology Asia Level III 50,778 1.9 %
Other Investment in Portfolio Company(b)
T-POP Investment Holdings IV, L.P. Technology N. America Level III 109,491 4.0 %
Other Investments in Portfolio Companies(b)
T-POP Investment Holdings V, L.P. Technology N. America Level III 196,159 7.2 %
Other Investments in Portfolio Companies(b)
T-POP Investment Holdings VI, L.P. Business Services N. America Level III 53,220 1.9 %
Total Software & Services 591,246 21.6 %
Technology Hardware and Equipment
Other Investment in Portfolio Company(b)
T-POP Investment Holdings II, L.P. Technology N. America Level III 16,974 0.6 %
Other Investment in Portfolio Company(b)
T-POP Investment Holdings II, L.P. Energy Transition N. America Level III 64,998 2.4 %
Other Investment in Portfolio Company(b)
T-POP Investment Holdings VI, L.P. Technology N. America Level III 20,000 0.7 %
Total Technology Hardware and Equipment 101,972 3.7 %
Telecommunication Services
Other Investment in Portfolio Company(b)
T-POP Investment Holdings III, L.P. Technology N. America Level I 45,771 1.7 %
Total Telecommunication Services $ 45,771 1.7 %
Issuer T-POP Investment Holdings Entity Core Sector
Geography(a)
Valuation Level
Fair Value ($)(c)
Fair Value as Percentage of Net Assets (%) (d)
Transportation
Other Investment in Portfolio Company(b)
T-POP Investment Holdings II, L.P. Consumer N. America Level III $ 7,227 0.3 %
Other Investment in Portfolio Company(b)
T-POP Investment Holdings II, L.P. Energy Transition Asia Level III 55,110 2.0 %
Total Transportation 62,337 2.3 %
Utilities
Other Investment in Unaffiliated Investee Fund(b)
T-POP Investment Holdings II, L.P. Energy Transition Europe Level III 33,911 1.2 %
Other Investment in Unaffiliated Investee Fund(b)
T-POP Investment Holdings II, L.P. Energy Transition N. America Level III 68,147 2.5 %
Total Utilities 102,058 3.7 %
Total Portfolio Companies (Cost $1,029,092 North America, $105,553 Europe, $171,015 Asia)
1,718,391 62.9 %
Unaffiliated Investee Funds
Consumer Services
Other Investment in Unaffiliated Investee Fund(b)
T-POP Investment Holdings III, L.P. Consumer Asia NAV 4,214 0.2 %
Other Investment in Unaffiliated Investee Fund(b)
T-POP Investment Holdings VII, L.P. Consumer N. America NAV 51,902 1.9 %
Other Investment in Unaffiliated Investee Fund(b)
T-POP Investment Holdings VII, L.P. Consumer Europe NAV 35,018 1.3 %
Total Consumer Services 91,134 3.4 %
Health Care Equipment & Services
Other Investment in Unaffiliated Investee Fund(b)
T-POP Investment Holdings III, L.P. Healthcare Asia NAV 11,326 0.4 %
Other Investments in Unaffiliated Investee Fund(b)
T-POP Investment Holdings VII, L.P. Healthcare Europe NAV 16,376 0.6 %
Total Health Care Equipment & Services $ 27,702 1.0 %
Issuer T-POP Investment Holdings Entity Core Sector
Geography(a)
Valuation Level
Fair Value ($)(c)
Fair Value as Percentage of Net Assets (%) (d)
Pharmaceuticals, Biotechnology & Life Sciences
Other Investments in Unaffiliated Investee Fund(b)
T-POP Investment Holdings II, L.P. Healthcare Europe NAV $ 22,715 0.8 %
Total Pharmaceuticals, Biotechnology & Life Sciences 22,715 0.8 %
Software & Services
Other Investments in Unaffiliated Investee Fund(b)
T-POP Investment Holdings VI, L.P. Technology N. America NAV 17,774 0.7 %
Other Investments in Unaffiliated Investee Fund(b)
T-POP Investment Holdings VI, L.P. Technology Europe NAV 35,806 1.3 %
Other Investments in Unaffiliated Investee Funds(b)
T-POP Investment Holdings VII, L.P. Technology N. America NAV 60,290 2.2 %
Total Software & Services 113,870 4.2 %
Total Unaffiliated Investee Funds (Cost $87,291 N. America, $98,884 Europe, $14,249 Asia)
255,421 9.4 %
Affiliated Investee Funds
Financial Services
Other Investments in Affiliated Investee Fund(b)
T-POP Investment Holdings II, L.P. Various N. America NAV 1,055 - %
Other Investments in Affiliated Investee Fund(b)
T-POP Investment Holdings III, L.P. Various Asia NAV 18,628 0.7 %
Growth VI T-POP Investment Holdings IV, L.P. Various N. America NAV 142,469 5.2 %
Other Investments in Affiliated Investee Fund(b)
T-POP Investment Holdings V, L.P. Various N. America NAV 35,533 1.3 %
Total Financial Services $ 197,685 7.2 %
Issuer T-POP Investment Holdings Entity Core Sector
Geography(a)
Valuation Level
Fair Value ($)(c)
Fair Value as Percentage of Net Assets (%) (d)
GP-Led Secondaries
Other Investment in Affiliated Investee Fund(b)
T-POP Investment Holdings VII, L.P. Various N. America NAV $ 78,915 2.9 %
Total GP-Led Secondaries 78,915 2.9 %
Total Affiliated Investee Funds (Cost $171,872 North America, Cost $10,432 Asia)
276,600 10.1 %
Derivative Instruments
Derivative Asset T-POP Investment Holdings II, L.P. 937 - %
Derivative Asset T-POP Investment Holdings III, L.P. 290 - %
Derivative Asset T-POP Investment Holdings IV, L.P. 1,095 - %
Derivative Asset T-POP Investment Holdings VII, L.P. 552 - %
Derivative Liability T-POP Investment Holdings I, L.P. (199) - %
Derivative Liability T-POP Investment Holdings II, L.P. (51) - %
Derivative Liability T-POP Investment Holdings III, L.P. (551) - %
Derivative Liability T-POP Investment Holdings IV, L.P. (372) - %
Total Derivative Instruments 1,701 - %
Other Assets and Liabilities (Cost $22,831 North America)
13,540 0.5 %
Total Investments (Cost $1,311,086 North America, $204,437 Europe, $195,696 Asia)
$ 2,265,653 82.9 %
_______________
(a)Europe includes Europe and Middle East; Asia includes Asia and Australia.
(b)There were no single investments included in this category that exceeded 5% of net assets.
(c)The amounts presented reflect the T-POP Fund Complex's proportionate interest in the Aggregator's investment portfolio on a look-through basis. As of September 30, 2026, T-POP held a 80.4% ownership interest in the Aggregator. The remaining interest was held by a Parallel Investment Entity.
(d)Net Assets used to calculate the percentage pertains to the Net Assets of the Aggregator allocated to the T-POP Fund Complex.
Credit Facility
On August 26, 2026, a subsidiary of the Aggregator (the "Borrower"), entered into a revolving credit agreement (the "Credit Facility") pursuant to which the lenders and letter of credit issuers thereunder agreed to provide loans and letters of credit for up to an aggregate initial principal amount of $125 million subject to customary conditions. The available capacity under the Credit Facility may be increased on a permanent or a temporary basis up to an amount agreed by the Wells Fargo Bank, National Association ("Wells Fargo"), as Lead Arranger, and the increasing lenders and subject to the satisfaction of customary conditions, provided that the Borrower may not incur new loans or letters of credit in excess of the applicable loan to value ratio of 15% and maintains a loan to value ratio of not more than 25% (or at such time as the Borrower has a minimum of 70 Eligible Investments (as defined in the Agreement) and the aggregate Adjusted NAV of all Portfolio Investments (as defined in the Credit Facility) exceeds $4.5 billion, 30%), where "value" equals the sum of the adjusted net asset values of Eligible Investments (as defined in the Credit Facility) and certain other items specified therein.
The Credit Facility matures on August 25, 2027, subject to a 364-day extension option requiring approval by the Wells Fargo, as Administrative Agent, and extending lenders and the satisfaction of customary conditions.
Under the Credit Facility, borrowings denominated in U.S. dollars will bear interest, at the Borrower's discretion, at a rate of the (i) one-month term Secured Overnight Financing Rate ("SOFR") plus a spread of 3.00% per annum, (ii) daily simple SOFR plus a spread of 3.00% per annum, or (iii) Base Rate (as defined in the Credit Facility) plus a spread of 2.00%. Such rates may be increased by up to an aggregate of 2.50% per annum during a continuing cash sweep period and/or event of default.
The Credit Facility contains customary representations and warranties, events of default, cash sweep events, and affirmative and negative covenants. The Borrower's obligations under the Credit Facility are non-recourse to T-POP and secured by the Borrower's distributions received from investments and the equity interest in certain of its indirect subsidiaries. Under the Credit Facility, the Borrower will bear customary expenses for a credit facility of this size and type, including closing fees, arrangement fees, administration fees, and unused fees.
As of September 30, 2026, there were no borrowings and no amounts outstanding under the Credit Facility.
Business Environment
T-POP is generally reliant on TPG to source and execute private equity transactions. Changes in global economic conditions and regulatory or other governmental policies or actions can materially affect the values of funds managed by TPG, as well as our ability to source attractive investments and deploy the capital that we have raised. However, we believe our disciplined investment philosophy across our diversified investment platforms and our shared investment themes focusing on attractive and resilient sectors of the global economy has historically contributed to the stability of our performance throughout market cycles.
Changes in global economic conditions and regulatory or other governmental policies or actions can materially affect the values of funds managed by TPG, as well as our ability to source attractive investments and deploy the capital that we have raised. However, TPG believes our disciplined investment philosophy across our diversified investment platforms and our shared investment themes focusing on attractive and resilient sectors of the global economy has historically contributed to the stability of our performance throughout market cycles.
The third quarter of 2026 was characterized by moderating equity market performance, a resumption of Federal Reserve policy tightening and a significant increase in Treasury yields. While major equity indices remained near record highs and delivered positive returns, market leadership became increasingly concentrated among large-cap technology companies. At the same time, investors reassessed the outlook for inflation and monetary policy as the Federal Reserve raised interest rates for the first time since 2023 and Treasury yields climbed to their highest levels in decades.
U.S. equity markets produced mixed results during the quarter. Large-cap indices generated modest gains, led by continued strength in technology-oriented companies. The Nasdaq Composite advanced 2.6%, the Nasdaq 100 gained 0.6% and the S&P 500 rose 2.3%. In contrast, smaller-capitalization equities lagged as higher interest rates and a more restrictive policy environment weighed on performance. The Russell 2000 declined 7.2% and the S&P MidCap 400 decreased 6.4%.
The divergence in returns reflected increasingly narrow market leadership following the broad-based rally experienced during the second quarter.
Sector performance was similarly uneven. Energy was the strongest-performing sector, rising 17.2% during the quarter as commodity prices rose due to the ongoing conflict in the Middle East. Technology gained 7.2%, Healthcare advanced 6.5% and Communication Services increased 3.6%. Relative underperformers included Utilities, Industrials and Real Estate, which fell (12.4%), (9.7%) and (5.6%), respectively. The dispersion between sector returns highlighted investor selectivity amid a more challenging macroeconomic and interest rate environment.
Macroeconomic developments during the quarter were shaped by persistent inflationary pressures, resilient economic growth and a shift in Federal Reserve policy. While inflation continued to moderate from prior highs, it remained above the Federal Reserve's long-term 2% target. Labor market conditions also remained relatively healthy, supporting continued economic expansion. Against this backdrop, the Federal Reserve raised the federal funds target range by 25 basis points to a range of 3.75% to 4.00% in September, marking its first rate increase since 2023. Policymakers cited elevated inflation and stronger-than-expected economic activity as factors supporting tighter monetary policy and indicated that additional rate increases could be warranted should inflationary pressures persist.
United States Treasury yields rose sharply across the curve during the quarter as markets adjusted to higher policy rates and expectations for a more restrictive interest rate environment. The 2-Month Treasury yield increased 33 basis points to 4.1%, while the 1-Year Treasury yield rose 56 basis points to 4.5%. Intermediate and long-term maturities also experienced significant increases, with the 5-Year Treasury yield rising 86 basis points to 5.1%, the 10-Year Treasury yield increasing 82 basis points to 5.3% and the 30-Year Treasury yield advancing 68 basis points to 5.6%. Notably, the 10-Year Treasury yield moved above 5% during the quarter and ended September at approximately 5.3%, its highest level in decades. The broad rise in yields represented one of the defining market developments of the quarter and contributed to weaker performance among several rate-sensitive sectors.
Key Financial Measures
Our key financial and operating measures are discussed below:
Revenues
Through its investment in the Aggregator, T-POP generates income primarily from investments in portfolio companies, affiliated or unaffiliated funds, and debt and other securities, which consist of dividend income and interest income.
Dividend and Interest Income. Dividend income consists of (i) dividend income from portfolio companies and (ii) dividend income from investments in money market funds. Dividend income from our portfolio companies is recorded on the ex-dividend date, or, in the absence of a formal declaration of a record date, on the date when cash is received from the relevant portfolio company, but excludes any portion of distributions that are treated as a return of capital. Each distribution received from a portfolio company is evaluated to determine if the distribution should be recorded as dividend income or a return of capital. Distributions that are classified as a return of capital are recorded as a reduction in the cost basis of the investment. Dividend income from money market funds with financial institutions is recorded on an accrual basis to the extent that the Fund expects to collect such amounts. For the three and nine months ended September 30, 2026, dividend income consists of income from money market funds. Interest Income consists primarily of income from debt and other securities.
Expenses
Organizational and Offering Expenses. Organizational and offering expenses are costs incurred in connection with the formation of the Fund and the offering of limited partnership units to potential investors. Prior to the anniversary of the Initial Closing, organization and offering expenses are paid by the Management Company. After T-POP accepted third party investors and commenced investment operations, costs associated with the organization of T-POP were expensed. Costs associated with the offering of Class S, Class R-S, Class D, Class R-D, Class I, Class R-I and Class F units of T-POP
are capitalized as deferred expense and included as an asset on the Condensed Statements of Assets and Liabilities and amortized over a twelve-month period.
Performance Participation Allocation. Performance participation allocation represents the portion of expense recognized in the period relating to amounts that the General Partner is entitled to receive, contingent upon the achievement of specified performance metrics.
Management Fee. Management fee pertains to the expense recognized in consideration of the Management Company's management services rendered for T-POP.
Professional Fees. Professional Fees include costs primarily related to legal, valuation and audit fees.
Other Expenses. Other expenses include costs primarily related to fund administration, transfer agent, and insurance fees.
Net Change in Realized and Unrealized Gain (Loss) on Investments
Realized gains or losses are measured as the difference between the net proceeds from the sale, repayment, or disposal of an asset and the adjusted cost basis of the asset, without regard to unrealized gains or losses previously recognized. Net change in unrealized gains or losses reflects the change in investment values during the reporting period, including any reversal of previously recorded unrealized gains or losses, when gains or losses are realized. T-POP generates income primarily from its investment in the Aggregator and has the same investment objectives as the Aggregator. T-POP has an interest of 80.4% in the Aggregator as of September 30, 2026. For the three and nine months ended September 30, 2026, the Registrant recognized net change in unrealized gain on investments of $111.1 million and $326.3 million, respectively, and the Aggregator recognized $128.7 million and $369.5 million, respectively. For the three and nine months ended September 30, 2025, the Registrant recognized net change in unrealized gain on investments of $46.6 million and $67.1 million, respectively. For the three and nine months ended September 30, 2026, the Registrant did not recognize any realized gains on investment. For the three and nine months ended September 30, 2026, the Aggregator recognized net realized gains or losses of $7.1 million and $35.1 million, respectively. There were no net realized gains or losses for the Registrant from their investments for the three and nine months ended September 30, 2025.
Key drivers of the result of operations of T-POP are presented below.
Results of Operations
Three Months Ended September 30, 2026 Compared to Three Months Ended September 30, 2025
The results of operations for the three months ended September 30, 2026 and 2025 are discussed below:
T-POP's net increase in net assets resulting from operations increased $58.5 million during the three months ended September 30, 2026 compared to three months ended September 30, 2025. This change was mainly attributable to $111.1 million in net unrealized gain on investment, partially offset by $(17.1) million in net investment loss.
Revenues
T-POP recognized $0.04 million of dividend and interest income for the three months ended September 30, 2026 dropping from $1.89 million in the three months ended September 30, 2025 after T-POP deconsolidated the Aggregator.
Expenses
T-POP total expenses increased $4.8 million during the three months ended September 30, 2026 compared to three months ended September 30, 2025. This change was mainly attributable to increases in performance participation allocation of $6.0 million and management fees of $4.7 million, and with offset of a decrease in other expenses of $5.9 million which is primarily related to the decrease in organizational expenses.
Net Investment Income (Loss)
T-POP's net investment income (loss) decreased $6.7 million during the three months ended September 30, 2026 compared to three months ended September 30, 2025. This change was mainly attributable to expenses noted above.
Net Realized and Unrealized Gain (Loss) on Investment
T-POP recognized $111.1 million of unrealized gain on the underlying investment in the Aggregator mainly driven by the Aggregator's net gains on investments of $135.8 million for the three months ended September 30, 2026. This is an increase from the unrealized gain of $46.6 million earned in the three months ended September 30, 2025. T-POP has not recognized realized gains; however, the Aggregator has recognized realized gain of $7.1 million for the three months ended September 30, 2026.
Nine Months Ended September 30, 2026 Compared to Nine Months Ended September 30, 2025
The results of operations for the nine months ended September 30, 2026 Compared to 2025 are discussed below:
T-POP's net increase in net assets resulting from operations increased $234.4 million during the nine months ended September 30, 2026 compared to nine months ended September 30, 2025. This change was mainly attributable to $259.2 million in net unrealized gain on investment, partially offset by $26.7 million in net investment loss.
Revenues
T-POP's dividend income from investments in money market funds decreased $(2.5) million during the nine months ended September 30, 2026 compared to nine months ended September 30, 2025. This is due to the deconsolidation of the Aggregator as of September 30, 2025, as the Aggregator earns the majority of dividend income and T-POP's share is now picked up through unrealized gain.
Expenses
T-POP total expenses increased $24.2 million during the nine months ended September 30, 2026 compared to nine months ended September 30, 2025. This change was mainly attributable to performance participation allocation of $34.3 million, management fees of $9.0 million, professional fees of $0.3 million, and other expenses of $1.9 million which is primarily related to audit and administration fees.
Net Investment Income (Loss)
T-POP's net investment income (loss) decreased $26.7 million during the nine months ended September 30, 2026 compared to nine months ended September 30, 2025. This change was mainly attributable to $45.6 million of expenses.
Net Realized and Unrealized Gain (Loss) on Investment
T-POP's unrealized gain on investments and derivative contracts increased $260.0 million during the nine months ended September 30, 2026 compared to nine months ended September 30, 2025. This change was mainly attributable to $326.3 million of unrealized gain on the underlying investment in the Aggregator mainly driven by the Aggregator's net gains on investments of $404.6 million.
Financial Condition, Liquidity and Capital Resources
From the nine months ended September 30, 2026, T-POP accepted $860.3 million of total subscriptions from its monthly closes in its continuous private offerings. T-POP purchased investments in the Aggregator totaling $844.5 million. As of September 30, 2026, T-POP had total assets of $2,196.8 million, which primarily consist of the underlying investment in the Aggregator of $2,193.1 million. As of December 31, 2025, T-POP had total assets of $1,051.0 million, which primarily consisted of the underlying investment in the Aggregator of $1,050.5 million.
As of September 30, 2026, T-POP had total liabilities of $60.9 million. Total liabilities primarily consist of accrued performance participation allocation of $34.3 million, servicing fees payable of $22.7 million, and organizational and offering costs payable of $1.6 million. As of December 31, 2025, T-POP had total liabilities of $33.0 million. Total liabilities consisted of accrued performance participation allocation of $19.3 million, servicing fees payable of $10.5 million, and organizational and offering costs payable of $1.7 million.
The Fund generates cash primarily from (i) the net proceeds of its continuous private offering, (ii) cash flows from its operations, (iii) any financing arrangements the Fund may enter into in the future and (iv) any future offerings of its equity securities.
The Fund's primary uses of cash are for (i) investments, (ii) the cost of operations (including the Management Fee, Maintenance Fee and Performance Participation Allocation), (iii) debt service of any borrowings, (iv) periodic repurchases, including under the Redemption Program (as described herein), and (v) cash distributions (if any) to the holders of its Units to the extent declared by the General Partner.
T-POP had $3.0 million of cash and cash equivalents as of September 30, 2026 and zero as of December 31, 2025. T-POP did not consolidate the Aggregator as of December 31, 2025 and through September 30, 2026. The cash and cash equivalents during that period were mainly held by the Aggregator and its consolidated subsidiaries.
Net Cash Flows
The following table presents a summary of T-POP's cash flows for the periods presented ($ in thousands):
Nine Months Ended September 30,
2026 2025
Net Increase in Net Assets Resulting from Operations
$ 280,771 $ 46,419
Net Cash Used in Operating Activities
(838,027) (403,700)
Net Cash Provided by Financing Activities
840,997 519,093
Net change in cash and cash equivalents
2,970 115,393
Cash, beginning of period
- -
Cash, end of period
$ 2,970 $ 115,393
Operating Activities
Net cash flow used in operating activities was $838.0 million for the nine months ended September 30, 2026 was primarily related to the purchases of investments of $844.5 million and unrealized gain on investment in the Aggregator, partially offset by investment proceeds of $27.9 million.
Financing Activities
Net cash flow provided by financing activities was $841.0 million for the nine months ended September 30, 2026, which primarily reflects the proceeds from the issuance of Units.
Leverage
As of September 30, 2026, debt financing available to the Fund consisted of the Agreement (as defined in Note 5. "Credit Facility" in the "Notes to the Condensed Consolidated Financial Statements" of the Aggregator). As of September 30, 2026, there were no outstanding borrowings under the Agreement, and no amounts were drawn during the three months ended September 30, 2026.
Transactional Net Asset Value ("Transactional NAV")
The Fund calculates the transactional net asset value ("Transactional NAV") for purposes of establishing the price at which transactions in the respective Units are made. Transactional NAV is based on the month-end values of the Fund's investments and other assets and the deduction of any respective liabilities, including certain fees and expenses, in all cases as determined in accordance with the valuation policy that has been approved by the Fund's board of directors. Organizational and offering expenses advanced on the Fund's behalf by its investment manager are recognized as a reduction to Transactional NAV ratably over 60 months beginning in June 2026, and servicing fees, as applicable, are recognized as a reduction to Transactional NAV on a monthly basis as such fees are accrued. Certain contingent tax liabilities may not be recognized as a reduction to Transactional NAV if the Fund's general partner reasonably expects such liabilities will not be recognized upon divestment of the underlying investment. Transactional NAV per Unit may differ from the Fund's net asset value as determined in accordance with accounting principles generally accepted in the United States of America.
The following table provides a breakdown of the major components of the Fund's Transactional Net Asset Value as of September 30, 2026 ($ in thousands):
Components of T-POP's Transactional Net Asset Value September 30, 2026
Investment in the Aggregator (cost of $1,721,573)(b)
$ 2,198,199
Cash and Cash Equivalents 2,970
Other Assets 714
Accrued Performance Participation Allocation (34,318)
Management Fee Payable (1,732)
Servicing Fees Payable(a)
(533)
Other Liabilities (536)
Transactional Net Asset Value $ 2,164,764
_______________
(a)Servicing Fees Payable only apply to Class R-S and Class R-D Units. For purposes of T-POP's Transactional NAV, the fees are recognized as a reduction of T-POP's Transactional NAV on a monthly basis. For purposes of calculating net asset value in accordance with GAAP, the Fund accrues the cost of the servicing fees, as applicable, for the estimated life of the units at the time the Fund sells Class R-S and Class R-D Units.
(b)For purposes of calculating T-POP's Transactional NAV, the Investment in the Aggregator includes an adjustment related to the Aggregator's organizational expenses. These expenses will be recognized in the Transactional NAV calculation over a 60-month period, beginning June 1, 2026. For more information, see the reconciliation of GAAP NAV to Transactional NAV below.
The following table provides a breakdown of the Fund's Transactional Net Asset Value per Unit by class as of September 30, 2026:
September 30, 2026
Class Transactional NAV per Unit Number of Units Transactional NAV
($ in thousands)
Class R-I $ 35.93 10,170,658 $ 365,440
Class R-S $ 35.52 17,722,038 629,509
Class R-D $ 35.81 348,256 12,471
Class I (a)
$ 35.87 22,731,382 815,393
Class S $ 35.46 3,302,704 117,122
Class D $ 35.74 145,752 5,210
Class F $ 38.01 5,778,259 219,619
Total 60,199,049 $ 2,164,764
_______________
(a)Transactional NAV per Unit for Class I does not reflect Feeder TE specific expenses and other net assets and liabilities.
The following table reconciles GAAP Net Asset Value to the Registrant's Transactional Net Asset Value ($ in thousands):
September 30, 2026
GAAP Net Asset Value $ 2,135,902
Adjustments
Organization and Offering Expenses(a)
6,706
Servicing Fees(b)
22,156
Transactional Net Asset Value $ 2,164,764
_______________
(a)Represents an adjustment to (i) the Investment in T-POP US Aggregator (CYM) L.P. related to organizational expenses incurred by the Aggregator and (ii) the organizational and offering expenses of the Registrant. For Transactional NAV purposes, organizational and offering expenses are expensed ratably over the 60‐month reimbursement period beginning June 2, 2026.
(b)Represents an adjustment to reflect servicing fees on Class S, R-S and Class R-D Units as they are accrued on a monthly basis.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet financings or liabilities other than contractual commitments incurred in the normal course of our business. Please refer to Note 6. "Commitments and Contingencies" within the Notes to the Condensed Financial Statements of the Registrant.
Critical Accounting Estimates
The preparation of the financial statements in accordance with accounting principles generally accepted in the United States of America ("GAAP") involves significant judgments and assumptions and requires estimates about matters that are inherently uncertain. These judgments affect our reported amounts of assets and liabilities and our disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of income and expenses during the reporting periods. With different estimates or assumptions, materially different amounts could be reported in our financial statements. The following is a summary of our significant accounting policies that we believe are the most affected by our judgments, estimates and assumptions.
Fair Value
As investment companies under Financial Accounting Standards Board Accounting Standards Codification ("ASC") Topic 946, Financial Services - Investment Companies ("ASC 946"), T-POP and the Aggregator are required to report investments, including those for which current market values are not readily available, at fair value in accordance with ASC 820, Fair Value Measurements ("ASC 820"). In general, ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., the exit price). ASC 820 also sets a framework for measuring fair value and requires the inclusion in financial statements of certain disclosures about fair value measurements.
Fair Value of Investments or Instruments that are Exchange Traded
Securities that are exchange traded and for which a quoted market exists are valued at the closing price of such securities in the principal market in which the security trades, or in the absence of a principal market, in the most advantageous market on the valuation date. When a quoted price in an active market exists, no block discounts or control premiums are permitted regardless of the size of the public security held. In some cases, securities may include legal restrictions limiting their purchase and sale for a period of time, such as may be required under SEC Rule 144. A discount to a publicly traded price may be appropriate in those cases where a legal restriction is a characteristic of the security. The amount of the discount, if taken, shall be determined based on the time period that must pass before the restricted security becomes unrestricted or otherwise available for sale.
Fair Value of Investments or Instruments that are not Exchange Traded
In the absence of observable market prices, the Fund values its investments using valuation methodologies applied on a consistent basis. For some investments little market activity may exist. The Fund's determination of fair value is then based on the best information available and may incorporate management's own assumptions and involve a significant degree of judgment, taking into consideration a combination of internal and external factors. The Fund considers the Fund's recent purchase transaction value as a strong indicator of fair value and, as such, may continue to carry the investment at its transaction value for the first several reporting periods following the purchase of the investment, absent extraordinary factors. When the Fund determines the fair value, it updates the prior month-end valuation by incorporating latest available data, including values provided by external valuation firms, as well as any cash flow activity related to the investment during the month, updated quarterly financials, where applicable, and market movement.
The Fund's methodology for determining the fair values of investments in operating companies is a combination of the income approach, market approach, or both. When utilizing the income approach, the Fund generally uses the discounted cash flow method, which relies on the Fund making significant assumptions around projections of future earnings or cash flows, discount rates, capitalization rate, or exit multiple. When utilizing the market approach, the Fund relies upon valuations for comparable public companies, transactions or assets, and thus requires that the Fund uses discretion to identify comparable companies, transactions and assets.
In addition, the Fund may, but is not obligated to, monitor the Fund's Equity Investments on an ongoing basis for events that the Fund believes may have a material impact on the Fund's NAV as a whole. Material events may include investment-specific events or broader market-driven events that may impact more than one specific investment. Upon the occurrence of such a material event and provided that the Fund is aware that such event has occurred, the Fund may, but is not obligated to, provide an estimate of the change in value of the Equity Investment, based on the valuation procedures described herein. In general, the Fund expects that any adjustments to fair values will be calculated promptly after a determination that a material change has occurred and the financial effects of such change are quantifiable. However, rapidly changing market conditions or material events may not be immediately reflected in the monthly NAV.
Fair Value of Fund Investments
Investments in affiliated or unaffiliated investee funds ("Investee Funds") are generally valued using the reported net asset value ("NAV" or "Net Asset Value") of the Investee Funds as a practical expedient for fair value. The Fund may, as a practical expedient, estimate the fair value of an Investee Fund based on NAV if the reported NAV of the Investee Fund is calculated in a manner consistent with the measurement principles applied to investment companies and T-POP has internal processes to independently evaluate the fair value measurement process utilized by the underlying Investee Fund to calculate the Investee Fund's NAV, both of which are in accordance with ASC 946. Such internal processes include the evaluation of the Investee Fund's own process and related internal controls in place to estimate the fair value of its underlying investments that are included in the NAV calculation, performing ongoing operational due diligence, review of the Investee Fund's financial statements and ongoing monitoring of other relevant qualitative and quantitative factors. If T-POP determines, based on its own due diligence and investment monitoring procedures, that NAV does not represent fair value or if the investee fund is not an investment company, T-POP will estimate the fair value in good faith and in a manner that it reasonably chooses, in accordance with its valuation policies.
Debt and Other Securities
The fair values of certain debt positions are generally determined on the basis of prices between market participants provided by reputable dealers or pricing services. In determining the value of a particular investment, pricing services may use certain information with respect to transactions in such investments, quotations from dealers, pricing matrices, market transactions in comparable investments and various relationships between investments. Specifically, for investments in distressed debt and corporate loans and bonds, the Fund generally determines fair value by comparing against similar investments. The Fund reviews and analyzes prices obtained from external pricing sources to evaluate their reliability and accuracy, and at times, exclude vendor prices and broker quotations that the Fund does not believe are representative of fair value. Certain financial instruments may not trade or prices are not readily available, or trade infrequently and, when they are traded, the price may be unobservable and, as a result, multiple external pricing sources may not be available. In such instances, the Fund may use an internal pricing model as either a corroborating or sole data point in determining the price. The Fund generally engages specialized third-party valuation service providers to assess and corroborate the valuation of a selection of the investments on a periodic basis.
Valuation Process
The Fund follows established procedures each month in conducting valuations of the Fund's investments. The rigor of its procedures is intended to ensure consistent application across investments of U.S. GAAP and its valuation policies. There are three key groups of the Fund professionals engaged in the valuation process. For example, the monthly, quarterly, and annual valuation processes are facilitated and managed by the Fund "Valuation Team" with significant participation from the respective investment-specific "Deal Team" and the Fund's "Global Valuation Committee" and the respective "Subcommittee" (collectively, the "Valuation Committees"). The following describes the responsibilities of the various parties involved in valuation determinations for Equity Investments:
•An investment-specific Deal Team which is charged generally with monitoring the relevant portfolio company, preparing the valuation analysis, making an initial valuation recommendation to the Fund's Valuation Team and amending the valuation based on the input from the other participants in the valuation process.
•The Fund Valuation Team, together with an external valuation firm, initiates and manages the valuation process by sending standardized valuation templates and/or valuation surveys to deal teams, review each proposed quarterly valuation for completeness and consistency across periods and the Fund's portfolio, providing feedback and analysis to the investment-specific Deal Team and the Valuation Committees where appropriate, and administer its valuation policy generally.
•The Valuation Committees reviews a majority of proposed Fund valuations, including the valuation methodology underlying each investment, suggest changes when warranted and give the final approval on all Fund valuations. Each subcommittee comprises senior product and TPG leadership. The valuations are aggregated and significant matters are presented for final approval by the Fund's global valuation committee, which comprises senior employees. The Valuation Committees also establish a valuation policy and help ensure its consistent application together with the valuation team.
The following describes the responsibilities of the various parties involved in valuation determinations for Debt and Other Securities:
•An investment-specific Deal Team which is charged generally with reviewing policy prices in order to determine if such price is consistent with information currently available to them in the marketplace, and providing an override price if applicable.
•The Fund's Valuation Team collects, reviews, and analyzes external pricing data before providing a "policy price" to the Deal Team. As part of its analysis, the Fund's Valuation Team establishes reasonable procedures for testing the reliability and accuracy of the external pricing data it receives. If applicable, the Valuation Team determines whether an override is appropriate, and the group has the authority to accept or reject an override.
•The Valuation Committees oversee the valuation process and reviews and approves any exceptions. Each Sub Committee comprises senior product and TPG leadership. The valuations are aggregated and significant matters are presented for final approval by the Fund's Global Valuation Committee, which comprises senior employees. The Valuation Committees also establish a valuation policy and help ensure its consistent application together with the Valuation Team.
The Fund also engages independent third parties to review its periodic valuations, as well as advise on valuation policy more generally. When making fair value determinations for assets that do not have a reliable, readily available market price, the Fund engages one or more independent valuation firms to perform certain procedures to assess if its fair value estimates are reasonable as of the relevant measurement date.
Servicing Fees
Pursuant to the Dealer Manager Agreement entered into between T-POP, the Feeder TE and TPG Capital BD, LLC (the "Dealer Manager"), T-POP or its affiliates will pay to the Dealer Manager a Servicing Fee in the amount of (a) 0.85% per annum of the aggregate NAV for the Class S Units and Class R-S Units as of the last day of each month and (b) 0.25% per annum of the aggregate NAV for the Class D Units and Class R-D Units as of the last day of each month, in each case, payable monthly. T-POP or its affiliates will not pay to the Dealer Manager a Servicing Fee in respect of the purchase of any Class I Units, Class R-I Units and Class F Units. In calculating the Servicing Fee, the T-POP will use its NAV before giving effect to any accruals for the Servicing Fee, repurchases for that month, if any, and distributions payable on the T-POP Units.
Under GAAP, T-POP accrues the cost of the Servicing Fees, as applicable, for the estimated life of the Units at the time we sell Class S Units, Class R-S Units, Class D Units, and Class R-D Units. Inherent in the calculation of the estimated amount of Servicing Fees to be paid in future periods are certain significant management judgments and estimates, including the estimated life of the Units at the time of a subscription. Servicing Fees Payable entails uncertainties as the calculation requires management to make assumptions and to apply judgment regarding a number of factors, including market conditions, the selling environment and historical trends. As of September 30, 2026, T-POP has accrued $22.7 million of Servicing Fees Payable, related to the Class R-S, Class R-D, and Class S Units sold.
Basis of Consolidation
T-POP and the Aggregator are investment companies under ASC 946. T-POP and the Aggregator will not consolidate an investee unless T-POP or the Aggregator has controlling financial interest in (a) an investment company or (b) an operating company whose business consists of providing services to T-POP or the Aggregator. There is inherent judgment in how to apply ASC Topic 810, Consolidation ("ASC 810"), to instances where an investment company invests in another investment company as generally investment companies do not consolidate their investments and rather report them at fair value. Additionally, T-POP and the Aggregator exercise judgment when determining whether it has a controlling financial interest in an investee, including considering factors such as an investee's purpose and design and whether the General Partner directs activities that most significantly impact an investee's economic performance.
From June 2, 2025 (Commencement of Operations) through September 30, 2025, T-POP consolidated the accounts of the Aggregator and its subsidiaries as T-POP had a controlling financial interest. On October 1, 2025, the Aggregator received additional capital contributions from a Parallel Investment Entity. As a result, T-POP determined that it no longer holds a controlling financial interest in the Aggregator. Accordingly, beginning on October 1, 2025, T-POP deconsolidated the Aggregator and measured its investment in the Aggregator at fair value, using the Aggregator's reported NAV as a practical expedient. The deconsolidation did not have a material impact on T-POP's financial position, ongoing operations, or cash flows. T-POP considered the guidance in ASC 810, ASC 946 and certain SEC industry guidance in concluding that
non-consolidation of the Aggregator by T-POP was appropriate.
Recent Accounting Pronouncements
There were no accounting pronouncements issued during the three months ended September 30, 2026 that are expected to have a material impact on the Condensed Financial Statements of T-POP and the Condensed Consolidated Financial Statements of the Aggregator included in this Quarterly Report on Form 10-Q.
TPG Private Equity Opportunities LP published this content on November 13, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on November 13, 2026 at 21:30 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]