10-K – 2026-02-27 – cg-20251231.htm

portfolio as appropriate. The analytics platform is also used to generate sensitivity analysis for critical risk factors
such as default rates, prepayment rates and liquidation prices.
Carlyle AlpInvest
Our Carlyle AlpInvest team aims to apply a wide array of capabilities to help clients meet their investment objectives.
The investment approach of our Carlyle AlpInvest platform is generally characterized as follows :
• Well-Informed, Disciplined Investment Process. We follow a disciplined, highly-selective investment process and
seek to achieve diversification by deploying capital across economic cycles, segments and investment styles. Our
integrated and collaborative culture across our strategies, reinforced by investment in information technology
solutions, provides deep insight into fund manager portfolios and operations to support our rigorous selection
process.
• Proactive Sourcing. AlpInvest’s extensive network of private equity managers across the globe positions us to
identify investment opportunities that may be unavailable to other investors. Our investment strategy is defined by
a strong belief that the most attractive opportunities are found in areas that are subject to fewer competitive
pressures. As a result, our teams actively seek out proprietary investments that would otherwise be difficult for our
investors to access alone.
• Global Scale and Presence. Our scale and on-the-ground presence across three continents—Asia, Europe and
North America—give us a distinct and comprehensive perspective on the private equity markets. Our stable,
dedicated, and experienced teams have deep knowledge of their respective markets across the globe. We believe
this enhances our visibility across the global investment market and provides detailed local information that
enhances our investment evaluation process.

Our Global Investment Offerings
The following table provides a breakout of the product offerings and related acronyms included in our total assets
under management of $477 billion as of December 31, 2025 for each of our three global business segments (in billions):

Global Private Equity

$ 163.6

Global Credit

$ 211.3

Corporate Private Equity

$ 104.3

Insurance Solutions 4

$ 86.9

U.S. Buyout (CP)

52.8

Liquid Credit

$ 50.1

Asia Buyout (CAP)

11.5

U.S. CLOs

35.4

Europe Buyout (CEP)

9.8

Europe CLOs

10.1

Carlyle Global Partners (CGP)

6.8

CLO Investment Products

2.5

Japan Buyout (CJP)

6.0

Revolving Credit

2.0

Europe Technology (CETP)

5.5

Private Credit

$ 74.4

U.S. Growth (CP Growth / CEOF)

3.2

Opportunistic Credit (CCOF / CSP)

20.3

Life Sciences (ABV / ACCD)

2.2

Direct Lending 5

13.6

Asia Growth (CAP Growth / CAGP)

1.1

Aviation Finance (SASOF / CALF)

12.8

Other 1

5.4

Asset-Backed Finance

10.2

Real Estate

$ 36.0

Cross-Platform Credit (incl CTAC)

10.0

U.S. Real Estate (CRP)

25.0

Infrastructure (CICF)

6.9

Core Plus Real Estate (CPI)

8.4

Other 6

0.5

International Real Estate (CER)

2.5

Infrastructure & Natural Resources

$ 23.3

Carlyle AlpInvest

$ 102.0

NGP Energy 2

10.8

Secondaries & Portfolio Finance (ASF / ASPF)

$ 45.7

Infrastructure and Renewable Energy 3

7.1

Co-Investments (ACF)

$ 24.1

International Energy (CIEP)

5.4

Primary Investments & Other 7

$ 32.2

Note: All amounts shown represent total assets under management as of December 31, 2025 , and totals may not sum due to rounding. In
addition, certain carry funds included herein may not be included in fund performance if they have not made an initial capital call or
commenced investment activity.
(1) Includes our Financial Services (CGFSP), Sub-Saharan Africa Buyout (CSSAF), South America Buyout (CSABF), Peru Buyout (CPF),
MENA Buyout and Ireland Buyout (CCIF) funds , as well as platform accounts which invest across Corporate Private Equity strategies.

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(2) NGP Energy funds are advised by NGP Energy Capital Management, LLC, a separately registered investment adviser. We do not serve as
an investment adviser to those funds.
(3) Includes our Infrastructure (CGIOF), Renewable Energy (CRSEF) and Power funds (CPP / CPOCP).
(4) Includes Carlyle FRL, capital raised from strategic third-party investors which directly invest in Fortitude alongside Carlyle FRL, as well
as the fair value of the general account assets covered by the strategic advisory services agreement with Fortitude.
(5) Includes our business development companies (CGBD / CARS) and our evergreen fund (CDLF).
(6) Includes our Energy Credit (CEMOF) and Real Estate Credit (CNLI) funds.
(7) Includes Carlyle AlpInvest Private Markets (CAPM) and Carlyle AlpInvest Private Markets Secondaries (CAPS) funds.

Organizational Structure
On January 1, 2020, we completed our conversion from a Delaware limited partnership named The Carlyle Group L.P.
into a Delaware corporation named The Carlyle Group Inc. Our common stockholders are entitled to one vote per share and to
vote on all matters on which stockholders of a corporation are generally entitled to vote on under Delaware General Corporation
Law (“DGCL”), including the election of our Board of Directors.
Investor Relations
Our diverse and sophisticated investor base includes more than 3,200 active carry fund investors located in 87
countries. Included among our many longstanding fund investors are pension funds, sovereign wealth funds, insurance
companies, and high net worth individuals in the United States, Asia, Europe, the Middle East, and South America.
We have a dedicated investor relations team that strives to cultivate long-term, strategic partnerships with our limited
partners. Our team combines strong strategy and coordination abilities to bring the best of Carlyle to our limited partners. In
addition, our team consists of a combination of geographically focused professionals and dedicated product specialists who
collaborate to deliver on investor needs. The investor relations team is also supported by a central strategy and operations team
responsible for data analytics and additional fulfillment responsibilities. Our Global Wealth team is dedicated to fundraising in
the private wealth channel globally and, in the United States, is organized regionally within each of its three constituent
segments: Registered Investment Advisors, Wirehouses, and Independent Broker Dealers. Global Wealth also includes
dedicated strategic partnerships, marketing, product development, and support professionals who help drive fundraising efforts.
T he firm manages $18 billion in assets under management and serves over 45,000 investors across Global Wealth products as
of December 31, 2025 .
Our investor relations professionals are in regular dialogue with our fund investors, enabling us to monitor investor
preferences and tailor future solutions to meet investor demand. We seek to secure a first-mover advantage with key investors
by providing a broad and diverse range of investment opportunities. In addition, we endeavor to expand our partnerships by
sharing our insights and perspectives on the market and investment environment, as well as discussing how we can help
investors achieve their objectives. We also continue to use technology to augment our fund transparency and communication
around market insights, as well as facilitate consistent dialogue through both virtual and in-person meetings and events. This
partnership approach to fundraising has been critical in generating inflows of $158 billion over the past three years, including
nearly $54 billion in 2025.
As of December 31, 2025 , approximately 93% of commitments (by doll ar amount) were from investors who are
committed to more than one product and approximately 76% of commitments (by dollar amount) were from investors who are
committed to more than five products. We believe the loyalty of our carry fund investor base, as evidenced by our substantial
number of multi-fund relationships, enhances our ability to raise new funds and successor funds in existing strategies.
Investor Services
We have a team of more than 1,000 investor services professionals worldwide. The investor services group performs a
range of functions to support our investment teams, investor relations group, and the corporate infrastructure of Carlyle. Our
investor services professionals provide an important control function, ensuring that transactions are structured pursuant to
partnership agreements, assisting in global regulatory compliance requirements, and investor reporting to enable investors to
easily monitor the performance of their investments. We have devoted substantial resources to creating comprehensive and
timely investor reports, which are increasingly important to our investor base. The investor services group also works closely
with the investment teams throughout each fund’s lifecycle, from fund formation and investments to portfolio monitoring and
fund liquidation.

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Structure and Operation of Our Investment Funds
We conduct the sponsorship and management of our carry funds and other investment vehicles primarily through
limited partnerships, which are organized by us, to accept commitments and/or funds for investment from institutional investors
and high net worth individuals. In general, each investment fund that is a limited partnership, or “partnership” fund, has a
general partner that is responsible for the management and operation of the fund’s affairs and makes all policy and investment
decisions relating to the conduct of the investment fund’s business. Generally, the limited partners of such funds take no part in
the conduct or control of the business of such funds, have no right or authority to act for or bind such funds, and have no
influence over the voting or disposition of the securities or other assets held by such funds, although such limited partners may
vote on certain partnership matters, including the removal of the general partner or early liquidation of the partnership by
majority vote, as discussed below. Most of our commingled funds also have an investor advisory committee, comprising
representatives of certain limited partners, which may consider and/or waive conflicts of interest or otherwise consult with the
general partner on certain partnership matters. In the case of certain separately managed accounts advised by us, the investor,
rather than us, may control the asset or the investment decisions related thereto or certain investment vehicles or entities that
hold or have custody of such assets.
Each investment fund domiciled outside the European Economic Area (the “EEA”) engages an investment adviser that
is registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). Our EEA-domiciled investment
funds engage a Carlyle entity that is domiciled in the EEA as an external alternative investment fund manager (an “AIFM”),
and the AIFM generally delegates portfolio management responsibilities for the fund to a Carlyle entity that is registered under
the Advisers Act. Our investment advisers and AIFMs generally are entitled to a management fee from each investment fund or
account they are engaged by. For a discussion of the management fees to which our investment advisers and AIFMs are entitled
across our various types of investment funds, see “Incentive Arrangements / Fee Structure” below.
Private investment funds themselves typically do not register as investment companies under the Investment Company
Act of 1940, as amended (the “1940 Act” or the “Investment Company Act”), in reliance on Section 3(c) or Section 7(d)
thereof. Section 3(c)(7) of the 1940 Act exempts from the 1940 Act’s registration requirements investment funds whose
securities, at the time of acquisition of such securities, are owned by “qualified purchasers” as defined under the 1940 Act who
purchase their interests in a private placement. Section 3(c)(1) of the 1940 Act exempts from the 1940 Act’s registration
requirements privately placed investment funds whose securities are beneficially owned by not more than 100 persons and who
purchase their interests in a private placement. In addition, under certain current interpretations of the U.S. Securities and
Exchange Commission (the “SEC”), Section 7(d) of the 1940 Act exempts from registration any non-U.S. investment fund all
of whose outstanding securities are beneficially owned either by non-U.S. residents or by U.S. residents that are qualified
purchasers and purchase their interests in a private placement. Certain of our investment funds, however, rely on other
exemptions from the 1940 Act or register as investment companies under the 1940 Act or elect to be regulated as BDCs under
the 1940 Act.
The governing agreements of the vast majority of our investment funds, other than our Carlyle AlpInvest funds as
discussed further below, provide that, subject to certain conditions, a majority in interest (based on capital commitments) of
third-party investors in those funds have the right to remove the general partner of the fund for cause and/or to accelerate the
liquidation date of the investment fund without cause. In addition, the governing agreements of many of our investment funds
generally require investors in those funds to affirmatively vote to continue the investment period in the event that certain “key
persons” in our investment funds do not provide the specified time commitment to the fund or our firm ceases to control the
general partner (or similar managing entity) or the investment adviser or ceases to hold a specified percentage of the economic
interests in the general partner (any such events, a “Key Person Event”).
With limited exceptions, our carry funds, BDCs, NGP predecessor funds, and certain other investment vehicles, are
closed-end funds. In a closed-end fund structure, once an investor makes an investment, the investor generally is not able to
withdraw or redeem its interest, except in very limited circumstances. Moreover, the governing agreement of each investment
vehicle contains restrictions on an investor’s ability to transfer its interest in the fund. In the funds we advise that offer
redemption rights, investors’ interests are usually locked up for a period of time after which investors may generally redeem
their interests on a quarterly basis, to the extent that sufficient cash is available.
With respect to our closed-end carry funds, investors generally agree to fund their commitment over a period of time.
For such carry funds, the investment period generally runs until the earliest of (i) the expiration of a defined period of time;
(ii) the date the general partner cancels the investors’ obligation to fund capital contributions; (iii) the date a supermajority in
interest (based on capital commitments) of investors vote to terminate the investment period; or (iv) the occurrence of a Key
Person Event, unless upon any of these events the investors vote to continue the investment period. Following the termination

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of the investment period, an investor generally will be released from any further obligation with respect to its undrawn capital
commitment except to the extent necessary to pay partnership expenses and management fees, fund outstanding borrowings and
guarantees, complete investments with respect to transactions committed to prior to the end of the investment period, and make
follow-on investments in existing investments. Generally, an investor’s obligation to fund follow-on investments continues
following the end of the investment period, although certain funds have a limit on when and how much the fund is permitted to
fund for such follow-on investments.
Each closed-end carry fund generally has a 10-year term from its initial or final closing date, although some funds
have shorter (such as certain Carlyle Aviation Partners funds and Global Credit funds) or longer terms. A fund’s governing
agreement generally provides that the fund’s term may be extended by the general partner, in certain cases with consent of the
limited partners or the investor advisory committee.
Incentive Arrangements / Fee Structure
Fund Management Fees. We provide management services to funds that engage our investment advisers or AIFMs.
For closed-end carry funds, management fees are based on limited partners’ capital commitments, invested capital, or invested
and committed capital during the fund’s investment period. Following the expiration or termination of the investment period,
the management fee rate may be reduced and the basis for management fees may change to be net invested capital, the lower of
cost or net asset value of invested capital, or the net asset value of unrealized investments. The investment adviser or AIFM will
receive management fees during the term of the fund. The terms of the investment advisory agreement and related agreements
specify the frequency of when management fees are called (e.g., quarterly or semi-annually) and whether they are called in
advance or in arrears.
Management fees for our open-end funds and BDCs and other 1940 Act regulated vehicles are generally based on the
fund’s net asset value or gross assets, payable on a monthly or quarterly basis in arrears over the life of the fund. Investor
redemptions from an open-end fund or a decline in a fund’s net asset value will reduce the management fees payable by the
fund. For our CLOs and other structured products, management fees are based on the total par amount of assets or the aggregate
principal amount of notes in the CLO and are due quarterly. Management fees for the CLOs and other structured products are
governed by indentures and collateral management agreements. The investment advisers will receive management fees for the
CLOs until redemption of the securities issued by the CLOs.
The general partners or investment advisers of certain of our Global Private Equity carry funds from time to time
receive customary transaction fees upon consummation of many of the fund’s acquisition transactions, receive monitoring fees
from many of the fund’s portfolio companies following acquisition, and may receive other fees in connection with the fund’s
activities. The management fees charged to investors in our carry funds generally are offset by 100% of such funds’ allocable
portions of such transaction fees, monitoring fees, and certain other fees that are received by the general partners and their
affiliates. M anagement fees generally are not offset by fees received by GCM in connection with capital markets activities.
In addition, Carlyle Aviation Partners may receive servicing fees in connection with asset-backed financing
transactions for certain Carlyle Aviation Partners funds. To the extent the financing instruments are held by the funds, these
fees are generally offset against management fees of the funds.
We also receive management fees in certain situations where we do not act as the investment adviser to a fund. Under
the strategic advisory services agreements with Fortitude and Fortitude Carlyle Asia Re, Ltd. (“FCA Re”), the Company earns a
recurring management fee due quarterly in arrears based on the client’s general account assets, which, with respect to Fortitude,
adjusts within an agreed range based on Fortitude’s overall profitability. Our equity interest in NGP entitles us to an allocation
of management fee related revenues of the NGP entities that serve as advisors to the NGP Energy Funds. See Note 4 ,
Investments , to the consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K for more
information regarding our strategic investments in NGP.
Performance Allocations. The general partner of each of our carry funds also receives carried interest from the carry
funds. Carried interest entitles the general partner to a special residual allocation of profit on third-party capital. In the case of
our closed-end carry funds, carried interest is generally calculated on a “realized gain” basis, and each general partner is
generally entitled to a carried interest generated by third-party capital invested in such fund. Net realized profit or loss is not
netted between or among funds. Our senior Carlyle professionals and other personnel who work in these operations also own
interests in the general partners of our carry funds in order to better align their interests with our own and with those of the
investors in the funds, and such certain other personnel participate in a commingled carried interest pool program. We also
allocate a portion of carried interest to our annual discretionary bonus pool for our employees. In total, w e currently allocate a

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range of approximately 60% to 70% of any carried interest that we earn to those individuals and our carried interest pool
program.
For most carry funds, the carried interest is subject to an annual preferred return of 7% to 9% and return of certain fund
costs (generally subject to catch-up provisions as set forth in the fund limited partnership agreement). These terms may vary on
longer-dated funds, certain Global Credit funds, and our external co-investment vehicles. If, as a result of diminished
performance of investments later in the life of a closed-end fund, the fund does not achieve investment returns that (in most
cases) exceed the preferred return threshold or (in almost all cases) the general partner receives in excess of the allocated
carried interest, we will be obligated to repay the amount by which the carried interest that previously was distributed to us
exceeds amounts to which we are ultimately entitled. This obligation, which is known as a “giveback” obligation, operates with
respect to a given carry fund’s own net investment performance only and typically is capped at the after-tax amount of carried
interest received by the general partner. Each recipient of carried interest distributions is individually responsible for his or her
proportionate share of any “giveback” obligation, and we have historically withheld a portion of the cash from carried interest
distributions to individuals as security for potential “giveback” obligations. However, we may guarantee the full amount of such
“giveback” obligation in respect of amounts received by Carlyle and certain other amounts. With respect to the portion of any
carried interest allocated to the firm, we expect to fund any “giveback” obligation from available cash. Our ability to generate
carried interest is an important element of our business and carried interest has historically accounted for a significant portion of
our income.
The receipt of carried interest in respect of investments of our carry funds is dictated by the terms of the partnership
agreements that govern such funds, which generally allow for carried interest distributions in respect of an investment upon a
realization event after satisfaction of obligations relating to the return of capital from all realized investments, any realized
losses, allocable fees and expenses, and the applicable annual preferred return. Carried interest ultimately is realized and
distributed when: (i) an underlying investment is profitably disposed of, (ii) certain costs borne by the investors have been
reimbursed, (iii) the investment fund’s cumulative realized returns are in excess of the preferred return, and (iv) we have
decided to collect carry rather than return additional capital to investors. Distributions to eligible senior Carlyle professionals in
respect of such carried interest generally are made shortly thereafter. Our decision to collect carry considers such factors as the
level of embedded valuation gains, the portion of the fund invested, the portion of the fund returned to investors, and the length
of time the fund has been in carry, as well as other qualitative measures. In substantially all cases, our Carlyle AlpInvest funds
are not eligible for carried interest distributions until all capital contributions for investments and expenses and the preferred
return hurdle have been returned. Although Carlyle has seldom been obligated to pay a giveback obligation, such obligation, if
any, in respect of previously realized carried interest, is determined and due upon the winding up or liquidation of a carry fund
pursuant to the terms of the fund’s partnership agreement and in many cases the giveback also is calculated at prior intervals.
With respect to our separately managed accounts, BDCs, Carlyle Credit Income Fund (“CCIF”), CAPM, CAPS,
Carlyle Private Equity Partners Fund (“ CPEP”) , and CTAC , carried interest generally is referred to as an “Incentive Fee.”
Incentive Fees consist of performance-based incentive arrangements pursuant to management contracts when the return on
AUM exceeds certain benchmark returns or other performance targets, and in certain cases are subject to any recovered losses.
Incentive Fees are recognized when the performance benchmark has been achieved.
Capital Invested in and Alongside Our Investment Funds
To further align our interests with those of investors in our investment funds, generally up to 3% of all capital
commitments to our funds are made by Carlyle, our senior Carlyle professionals, advisors, and other professionals. Carlyle will
generally commit up to 1% of capital commitments to our Global Private Equity and Global Credit carry funds, although we
may elect to invest additional amounts in funds focused on new investment areas. We also intend to make investments in our
Carlyle AlpInvest carry funds, our open-end funds, our BDCs and other 1940 Act regulated vehicles, and our CLO vehicles. In
addition, certain qualified Carlyle professionals and other qualified individuals (including certain individuals who may not be
employees of the firm but who have pre-existing business relationships with Carlyle or industry expertise in the sector in which
a particular investment fund may be investing) are permitted, subject to certain restrictions, to invest alongside the investment
funds we sponsor and advise. Fees assessed or profit allocations on such investments by such persons may be eliminated or
substantially reduced.
Minimum general partner capital commitments to our investment funds are determined separately with respect to each
investment fund. We may, from time to time, exercise our right to purchase additional interests in our investment funds that
become available in the ordinary course of their operations. See Part II, Item 7 “Management’s Discussion and Analysis of
Financial Condition and Results of Operations—Liquidity and Capital Resources” for more information regarding our

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minimum general partner capital commitments to our funds. Our general partner capital commitments are funded with cash and
not with carried interest or through a management fee waiver program.
Employees
We believe that one of the strengths and principal reasons for our success is the quality and dedication of our people.
As of December 31, 2025 , we employed more than 2,500 individuals, including 770 investment professionals, located in 27
offices across four continents.
Our Culture
Our employees around the globe are united by our culture, which is driven by our mission to invest wisely and create
value. We seek to achieve our mission and deliver value to our shareholders and other stakeholders by challenging the status
quo and leveraging diverse perspectives. In addition, we encourage our employees to leave their comfort zone and seek out a
leading edge while working with passion, creativity, and a relentless determination to deliver for our shareholders and other
stakeholders. We also seek to foster lateral working relationships across and beyond Carlyle while working as one team to drive
long-term value creation.
Our People
At Carlyle, our success hinges on leveraging opportunities to stay competitive in a complex, global investment
landscape and to be responsive to the needs of our clients. We are committed to growing and cultivating our top talent and
creating an environment that fosters and values the varied perspectives, backgrounds, experiences, and geographies of all our
employees and other stakeholders.
Inclusive Leadership . We seek to foster a culture where all of our employees feel that they belong and everyone can
excel. Inclusive leadership is one of our core leadership competencies, and all employees nominated for promotion to Managing
Director and Partner in 2025 were evaluated on their inclusive leadership and management skills. We also facilitate a global
mentorship program designed to foster professional growth by pairing less experienced employees with seasoned mentors.
Leadership Programs . Our tailored leadership development programs focus on strengthening the communication,
decision-making, and strategic thinking skills of our leaders to drive positive change and grow our competitive advantage.
Employee Resource Groups . Our employee resource groups are open to employees globally and are an integral part of
our culture, providing members with opportunities to expand their awareness, share ideas, build connections, and participate in
professional development.
Community and Industry Engagement . We seek to drive positive change in the communities in which we operate and
invest, including by supporting several organizations around the world that expand opportunity and access to our industry.
Compensation and Benefits
We believe that competitive compensation and incentive programs are critical to hiring and retaining highly qualified
people. We seek to provide a pay and benefits package that is competitive within the local marketplace for our industry to
reward and retain our employees and attract and retain talent. Compensation comprises a base salary for salaried employees and
compensation per hour for hourly employees in connection with satisfying the daily expectations of their roles. Our annual,
discretionary performance-based bonus program is a significant component of our compensation program and rewards
employees based on firm, segment, investment fund, department, and individual performance to directly align our employees
with our financial performance and strategic goals. To further align the interests of our employees with our shareholders and to
cultivate a strong sense of ownership and commitment to our firm, certain employees also are eligible to receive awards of
restricted stock units and/or participate in our other long-term incentive programs. In order to further drive the alignment of the
interests of our personnel with our shareholders and to improve retention of our personnel, pursuant to our bonus deferral
program, a portion of the performance-based bonuses for 2025 was paid to Carlyle professionals receiving bonuses over a
certain threshold in the form of a grant of restricted stock units that vests in installments over a period of three years. In
addition, during 2025, we awarded restricted stock units with performance-based vesting conditions to a select number of senior
Carlyle professionals that have the accountability to help us achieve our growth objectives. These units are highly aligned with
our shareholders as they only vest with share price appreciation.

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The success of our business is fundamentally connected to the well-being of our people. We are committed to our
employees’ health, safety, and wellness and seek to provide benefits that are locally relevant to our employees. For example,
our U.S. benefits programs include health and welfare benefits (including healthcare, dental benefits, and vision benefits,
among others), retirement offerings (including employer matching contributions, subject to eligibility requirements), an
Employee Assistance Program, family and caregiver-oriented benefits, and commuting benefits, among others. In addition, we
have various time-off policies for eligible employees for sick leave, vacation leave, personal days, paid holidays, and paid
parental leave. We also seek to provide strong benefits programs globally in line with local market practices.
Consistent with our guiding principle that building better businesses means investing responsibly and engaging in the
communities where we work and invest, we encourage our employees to get involved where they live, work, and invest through
our volunteer and wealth sharing programs. In 2025 , more than 280 Carlyle employees gave over 500 philanthropic gifts, which
we matched. These gifts supported over 250 nonprofit organizations globally. Carlyle employees also put their time and
expertise to work through volunteer activities across our offices .
Sustainability
As a global organization dedicated to driving value, Carlyle has invested in a framework and the necessary resources
for understanding, monitoring, and managing material environmental, social, and governance (“ESG”) risks and opportunities
across our portfolio. We believe ESG integration provides an additional lens to help us assess and mitigate risks and identify
and capitalize on potential opportunities. Our ESG Policy outlines our approach to ESG integration and our resourcing, scope,
and investment application.
We prioritize governance, reporting, and transparency on material sustainability and ESG-related matters. We publish
an annual sustainability report, Task Force on Climate-related Financial Disclosures (TCFD) report, and corporate sustainability
disclosures, which utilize Global Reporting Initiative (GRI) Standards and provide an internationally recognized framework to
communicate sustainability and ESG matters to our various stakeholders.
With respect to our investments, we may track certain ESG key performance indicators (KPIs) that we consider
potentially relevant as drivers of risk mitigation and/or value creation across diverse geographies and assets for our corporate
private equity investments, including climate-related metrics.
Carlyle has an internal, dedicated Sustainability team with a breadth of experience to help identify critical ESG matters
in our investment processes, as well as a network of outside experts to support our investment teams to selectively go deeper on
important sustainability and ESG factors and identify potential growth opportunities for a given investment over our projected
investment periods. We believe our approach to sustainability may strengthen corporate strategy, bring new ideas for
operational efficiency, and help unlock financial value for certain portfolio companies.
Our Board of Directors has ultimate oversight of our firm’s approach to sustainability. The Board receives periodic
updates on our sustainability strategy and certain investment implications, and receives information on thematic topics, such as
our approach to climate risk and opportunity. T he Nominating and Corporate Governance Committee of the Board, which takes
a leadership role in shaping our corporate governance, including our sustainability strategy, has appointed a member of the
Board to serve as the Sustainability Lead, responsible for oversight of the firm’s work in this area. In addition, Carlyle’s Co-
Heads of Sustainability are directly responsible for our climate strategy, with ultimate oversight from the firm’s Chief
Operating Officer.
Global Technology & Solutions
Global Technology & Solutions (“GTS”) is essential for Carlyle to conduct investment activities, manage internal
administration activities, and connect our global enterprise. As part of our GTS strategy and governance processes, we develop
and routinely refine our technology architecture and solutions to deliver value to our investors. Our systems, data, network, and
infrastructure are monitored and administered by formal controls and risk management processes that help protect the data and
privacy of our employees, investors, and other stakeholders. In addition, our business continuity plans are designed to allow
critical business functions to continue in an orderly manner in the event of a system outage. Our GTS team works closely with
our business segment teams to maintain operational resilience through business continuity planning and annual IT disaster
recovery and incident response plan testing, which collectively support the goal of mitigating risk were an emergency to occur.
Our Board of Directors oversees our enterprise risk management strategy, including our strategy on cybersecurity
risks, directly and through its committees. In this respect, the Audit Committee of the Board of Directors oversees our risk

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management program, which focuses on the most significant risks we face in the short-, intermediate-, and long-term
timeframe. Our Information Security Committee (“ISC”), which is chaired by our Chief Information Security Officer and
composed of senior representatives from our business, compliance, and risk management departments, monitors threats and
prioritizes the initiatives of our information security program. In addition, we seek to educate our employees on how to
safeguard Carlyle’s information assets through security awareness training focused on cyber risks, as well as simulated phishing
exercises that provide insight into the effectiveness of our security training. Employees serve an integral role in protecting
Carlyle’s data and attest to complying with various requirements both during onboarding and on an annual basis. See Item 1C
“Cybersecurity.”
Competition
As a global investment firm, we compete with a broad array of regional and global investment firms, as well as global
banking institutions and other types of financial institutions and markets, for employees, investors, and investment
opportunities. Generally, our competition varies across business lines, geographies, distribution channels, and financial markets.
We believe that our competition for investors is based primarily on investment performance, business relationships, the quality
of services provided to investors, reputation and brand recognition, pricing, market sentiment, and the relative attractiveness of
the particular opportunity in which a particular fund intends to invest. To stay competitive, we believe it also is important to be
able to offer fund investors a customized suite of investment products that enable them to tailor their investments across the
product offerings in our three global business segments. As we continue to target high net worth investors, we also face
competition for these investors from mutual funds and investment firms that have competing private wealth products. We
believe that competition for investment opportunities varies across business lines, but is generally based on industry expertise
and potential for value-add, pricing, terms, and the structure of a proposed investment and certainty of execution.
We generally compete with sponsors of public and private investment funds across all of our segments. In addition to
these traditional competitors, we increasingly have faced competition from local and regional firms, insurance and reinsurance
companies, sovereign wealth funds, family offices, and agencies and instrumentalities of governments in the various countries
in which we invest. This trend has been especially apparent in emerging markets, where local firms tend to have more
established relationships with the companies in which we are attempting to invest. Large institutional investors and sovereign
wealth funds increasingly have begun to develop their own in-house investment capabilities and may compete against us for
investment opportunities and greater reliance on advisory firms or in-house investment management may reduce fund of funds’
appeal to large institutional investors.
Within our GPE segment, our main competitors for investment opportunities are generally other private equity
sponsors, sovereign wealth funds, and operating companies acting as strategic acquirers, as well as real estate development
companies and other infrastructure investment business. In our Global Credit segment, our main competitors are private credit
strategies, business development companies, distressed debt funds, mezzanine funds, lessors of commercial aircraft,
infrastructure lenders, other CLO issuers, and asset-backed lenders. In our Carlyle AlpInvest segment, our main competitors are
other fund of funds managers and/or with advisers that are turning their business models towards discretionary investment
advisory services. As larger sovereign wealth funds and pension funds pursue direct commitments and secondary transactions,
our Carlyle AlpInvest funds may face increased competition for investments and co-investment opportunities.
Some of the entities that we compete with are substantially larger and have greater financial, technical, marketing, and
other resources and more personnel than we do. Many of our competitors also have recently raised, or are expected to raise,
significant amounts of capital and many of them have investment objectives similar to ours, which may create additional
competition for investment opportunities and investor capital. Some of these competitors also may have a lower cost of capital
and access to funding sources that are not available to us, which may create competitive disadvantages for us when sourcing
investment opportunities. In addition, some of our competitors may have higher risk tolerances, different risk assessments, or
lower return thresholds, which could allow them to consider a wider range of investments and to bid more aggressively than us
for investments. Strategic buyers also may be able to achieve synergistic cost savings or revenue enhancements with respect to
a targeted portfolio company, which we may not be able to achieve through our own portfolio, and this may provide them with
a competitive advantage in bidding for such investments.

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Regulatory and Compliance Matters
United States
Our businesses, as well as the financial services industry generally, are subject to extensive regulation in the United
States and elsewhere. In general, the SEC, Commodity Futures Trading Commission (the “CFTC”), and other regulators around
the globe have in recent years significantly increased their regulatory activities with respect to global investment firms.
Certain of our subsidiaries are registered as investment advisers with the SEC. Registered investment advisers are
subject to the requirements and regulations of the Advisers Act. Such requirements relate to, among other things, fiduciary
duties to advisory clients, maintaining an effective compliance program, solicitation agreements, conflicts of interest,
recordkeeping and reporting requirements, disclosure requirements, limitations on agency cross and principal transactions
between an adviser and advisory clients, and general anti-fraud prohibitions. In addition, our registered investment advisers are
subject to routine periodic and other examinations by the SEC staff. In accordance with our efforts to enhance our compliance
program and in response to recommendations received from the SEC in the course of such examinations, certain additional
policies and procedures have been put into place, but no material changes to our registered investment advisers’ operations have
been made as a result of such examinations. Certain of our investment advisers also are subject to limited SEC disclosure
requirements as “exempt reporting advisers.”
TCG Capital Markets L.L.C. (“TCG Capital Markets”) is Carlyle’s affiliated U.S. broker-dealer entity. TCG Capital
Markets is registered as a broker-dealer with the SEC and in 50 states, the District of Columbia, the Commonwealth of Puerto
Rico, and the Virgin Islands, and is a member of the Financial Industry Regulatory Authority (“FINRA”). In addition, TCG
Capital Markets operates under an international dealer exemption in the Canadian provinces of Alberta, British Columbia,
Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia, Ontario, Quebec, and Saskatchewan. TCG Capital
Markets may act as an underwriter, syndicator, or placement agent in securities offerings and TCG Senior Funding L.L.C. may
act as an underwriter, originator, syndicator, or placement agent for loan originations. TCG Capital Markets also conducts U.S.-
based marketing and fundraising activities for our Global Private Equity, Global Credit, and Carlyle AlpInvest business lines,
and houses our anti-money laundering compliance function.
Registered broker-dealers are subject to routine periodic and other examinations by the staff of FINRA and the SEC.
No material changes to our broker-dealer operations have been made as a result of such examinations.
Broker-dealers are subject to rules relating to transactions on a particular exchange and/or market, and rules relating to
the internal operations of the firms and their dealings with customers including, but not limited to, the form or organization of
the firm, qualifications of associated persons, officers and directors, net capital and customer protection rules, books and
records, and financial statements and reporting. In particular, as a result of its registered status, TCG Capital Markets is subject
to the SEC’s uniform net capital rule, Rule 15c3-1 under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), which specifies both the minimum level of net capital a broker-dealer must maintain relative to the scope of its business
activities and net capital liquidity parameters. The SEC and FINRA require compliance with key financial responsibility rules,
including maintenance of adequate funds to meet expenses and contractual obligations, as well as early warning rules that
compel notice to the regulators via accelerated financial reporting anytime a firm’s capital falls below the minimum required
level. The uniform net capital rule limits the amount of qualifying subordinated debt that is treated as equity to a specific
percentage under the debt-to-equity ratio test, and further limits the withdrawal of equity capital, which is subject to specific
notice provisions. Moreover, compliance with net capital rules may limit a firm’s ability to expand its operations, particularly to
those activities that require the use of capital. Violation of the net capital rule may result in censures, fines, the issuance of
cease-and-desist orders, revocation of licenses or registrations, the suspension or expulsion from the securities industry of the
broker-dealer or its officers or employees, or other similar consequences by regulatory bodies. To date, TCG Capital Markets
has not had any capital adequacy issues and is currently capitalized in excess of the minimum maintenance amount required by
regulators.
Carlyle Global Credit Investment Management L.L.C. (“CGCIM”), a sub sidiary of Carlyle, serves as the investment
adviser to certain closed-end investment companies that have elected to be regulated as BDCs under the Investment Company
Act (as well as to certain private funds and other clients). Accordingly, these BDCs are subject to all relevant provisions under
the Investment Company Act as registered investment companies. In addition, CGCIM serves as the investment adviser to
CTAC and CCIF, each of which is regulated as a registered investment company under the Investment Company Act.
Moreover, AlpInvest Private Equity Investment Management, LLC, a subsidiary of Carlyle, serves as the investment adviser to
CAPM and CAPS, each of which is regulated as a registered investment company under the Investment Company Act. CGCIM
also serves as a sub-adviser to CAPM and CAPS.

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United Kingdom and the European Union
Similar to the United States, jurisdictions outside the United States in which we operate, in particular Europe, have
become subject to an expanding body of regulation, some of which is complex and prescriptive. Governmental regulators and
other authorities in Europe have proposed or implemented a number of initiatives and additional rules and regulations that could
adversely affect our business. These include rules and regulations in the United Kingdom (“UK”) that are applicable to our
subsidiaries established in the UK, as well as, or in addition to, rules and regulations implemented under European Union
(“EU”) directives or regulations, which generally have application throughout the European Economic Area (“EEA”) but may
also have substantive differences among EU countries as they are implemented pursuant to each member state’s legislative
process.
In the UK, the principal legislation regulating financial services is the Financial Services and Markets Act 2000 (the
“FSMA”) and the principal European pieces of legislation affecting the conduct of our business in the EU is implemented under
the Markets in Financial Instruments Directive (“MiFID”) and the Alternative Investment Fund Managers Directive
(“AIFMD”), although there are also a number of other pieces of legislation both in the UK and the EU that affect our business,
such as the General Data Protection Regulation (and its UK equivalent). The FSMA rules and EU laws that have either been
assimilated into UK law in connection with the UK’s withdrawal from the EU (e.g., the Markets in Financial Instruments
Regulation) or already implemented in the UK through domestic legislation or regulatory rules prior to such withdrawal (e.g.,
MiFID and AIFMD), comprehensively regulate the provision of most aspects of our asset management and advisory business in
the UK, including sales, research and trading practices, provision of investment advice, corporate finance, dealing, use and
safekeeping of client funds and securities, record keeping, margin practices and procedures, anti-money laundering, periodic
reporting, settlement procedures, securitization, derivative trading, prudential capital requirements, data protection, and interest
rate benchmarks. Legislation not yet in effect and future legislative initiatives will impact our business. See Item 1A “Risk
Factors—Risks Related to Regulation and Litigation—Regulatory initiatives in jurisdictions outside the United States could
adversely affect our business.”
CECP Advisors LLP (“CECP”), one of our subsidiaries in the UK, is authorized under the FSMA and regulated by the
Financial Conduct Authority (the “FCA”). CECP has permission to undertake certain investment advisory and related activities
in the UK—broadly these are advising on, and arranging deals in relation to, certain types of investments. CECP is only
permitted to carry out these activities in relation to eligible counterparties and professional clients.
CELF Advisors LLP (“CELF”), another one of our subsidiaries in the UK, also is authorized and regulated by the
FCA, but has permission to undertake a broader range of regulated activities than CECP, namely, arranging deals in
investments, advising on investments, managing investments, dealing in investments as agent, and arranging for the
safeguarding and administration of assets. CELF is only permitted to carry out these activities in relation to eligible
counterparties and professional clients.
In April 2024, the AlpInvest Partners LLP (“AlpInvest UK”) application for authorization was approved by the FCA.
AlpInvest UK now is authorized and regulated by the FCA with permission to carry on investment a dvisory and related
activities, including advising on and arranging deals in relation to certain types of investments in relation to eligible
counterparties and professional clients.
In 2022, we acquired Abingworth LLP (“Abingworth”), which is authorized and regulated by the FCA, with
permissions for establishing, operating, or winding up a collective investment scheme, and managing an unauthorized AIF.
Also in 2022, CECP appointed CIC Advisors LLP (“CIC”) as an appointed representative. Under the arrangement,
CECP, as the principal of CIC, has accepted regulatory responsibility for CIC of carrying out the activities of advising on
investments and arranging deals in investments. Under the appointed representative arrangement, CIC is only permitted to carry
out these activities in relation to eligible counterparties and professional clients.
Certain of our European subsidiaries are subject to compliance requirements in connection with AIFMD, which
regulates alternative investment fund managers (“AIFMs”) established in the EEA that manage alternative investment funds
(“AIFs”). In the UK, an assimilated version of the AIFMD exists. The AIFMD also regulates and imposes regulatory
obligations in respect of the marketing in the EEA by AIFMs (whether established in the EEA or elsewhere) of AIFs (whether
established in the EEA or elsewhere). Currently, Carlyle has three authorized AIFMs in the EEA: AlpInvest Partners B.V.
(“AlpInvest BV”), CIM Europe S.a.r.l. (“CIM Europe”), and Carlyle Real Estate SGR S.p.A. In the UK, Abingworth is
authorized under the UK’s assimilated version of AIFMD.

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The AIFMD imposes significant regulatory requirements on AIFMs. The AIFMD regulates fund managers by, among
other things, prescribing authorization conditions for an AIFM, restricting the activities that can be undertaken by an AIFM,
prescribing the organizational requirements, operating conditions, and regulatory standards relating to such things as initial
capital, remuneration, conflicts, risk management, leverage, liquidity management, delegation of duties, transparency, and
reporting requirements. The AIFMD has the potential to restrict Carlyle’s fund marketing strategy and places additional
compliance obligations on its authorized AIFMs in the form of, among other things, remuneration policies, capital
requirements, reporting requirements, leverage oversight, and liquidity management.
Authorized AIFMs are entitled to market their AIFs throughout the EEA under a marketing passport. Under the
AIFMD, an AIFM may, in addition to its fund management activity, be authorized to provide certain investment services that
would otherwise require authorization under MiFID. Authorization under the AIFMD is currently available only to EEA fund
managers. AlpInvest BV obtained authorization as an AIFM from the Authority for Financial Markets in the Netherlands (the
“AFM”) in 2015. AlpInvest BV also is licensed by the AFM to provide some of the additional investment services that are
otherwise generally reserved to MiFID firms. CIM Europe obtained authorization as an AIFM in Luxembourg from the
Commission de Surveillance du Secteur Financier (“CSSF”) in early 2018. CIM Europe also was licensed by the CSSF in
October 2024 to provide additional MiFID investment services under its license. Carlyle Real Estate SGR S.p.A. registered at
the Bank of Italy’s AIFM register under no.127 in 2014.
The AIFMD allows member states to permit marketing within their member state by non-EEA fund managers (under
what are known as national private placement regimes), provided the local law imposes certain minimum requirements.
Member states may impose more stringent requirements. At present, some EEA states have chosen not to operate a national
private placement regime at all, some EEA states apply the minimum requirements, others require the minimum plus a few
additional requirements (e.g., the appointment of a depository), and some require compliance with substantially all of the
AIFMD. The UK also operates a national private placement regime under AIFMD, as assimilated into UK law post-Brexit.
Certain of Carlyle’s funds currently are offered in selected member states of the EEA and UK in accordance with the national
private placement regimes of the relevant jurisdiction.
On March 26, 2024, a directive amending the AIFMD, commonly referred to as “AIFMD II,” was published in the
Official Journal. Most of the changes will come into effect from April 16, 2026, subject to some grandfathering periods for
certain requirements. AIFMD II imposes a number of amendments to the AIFMD, including more onerous delegation
transparency requirements, enhanced substance requirements, additional liquidity management provisions for AIFMs to the
extent that they manage open-end AIFs, and revised regulatory reporting and investor disclosures requirements. It also imposes
significant new requirements relating to the activities of funds that originate loans (which may affect a number of our funds),
including new restrictions on the structure that such funds may take and leverage limits for funds with material loan origination
activities.
In addition, AIFMD II introduces new conditions for non-EEA AIFMs, such as certain of our U.S. affiliates, to be able
to make use of the national private placement regimes of EEA states, including a condition that the jurisdiction(s) of the AIFM
and any relevant AIF(s) have not been identified as non-cooperative third countries for tax purposes nor deemed by the EU not
to comply fully with the standards laid down in Article 26 of the OECD Model Tax Convention on Income and on Capital and
thereby to ensure an effective exchange of information in tax matters. This gives rise to a risk that certain of our AIFs may not
be able to take advantage of such regimes to raise capital from EEA investors, potentially with little notice. Given the
significance of AIFMD II as well as its potential impact on the European fund industry framework, we continue to consider its
potential impact on our business. Compliance with AIFMD II may, among other things, increase the cost and complexity of
raising capital, may slow the pace of fundraising, limit operations, increase operational costs, and disadvantage our investment
funds as bidders for and potential owners of private companies located in the EEA when compared to non-AIF/AIFM
competitors. Although the changes in AIFMD II will not be directly replicated in UK legislation, the FCA and HM Treasury are
progressing with their own reforms to the UK’s domestic version of AIFMD in 2026, the full impacts of which to Carlyle’s
business are not yet known.
In August 2021, Directive (EU) 2019/1160 and Regulation (EU) 2019/1156 (the “Cross-Border Marketing Rules”)
came into force in the European Union. The Cross-Border Marketing Rules were introduced to streamline certain aspects of
marketing investment funds by harmonizing the ability for EU AIFMs to distribute AIFs across the EU, including by
introducing a new regime for “pre-marketing.” These regulations also imposed restrictions and obligations on fund managers
that are pre-marketing their funds in the European Union. Moreover, some EU member states (but not all) also apply certain of
the Cross-Border Marketing Rules to non-EU fund managers (including UK and U.S. fund managers) in relation to the process
of marketing and /or pre-marketing funds. Accordingly, our ability to distribute our funds in the European Union will vary from
country to country notwithstanding this pan-EU regulation.

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AIFMD and the Cross-Border Marketing Rules are subject to further potential change, following a broad package of
draft proposals, published by the European Commission on December 4, 2025, known collectively as the “Market Integration
Package” (the “MIP”). The MIP proposals are aimed at harmonizing key obligations that affect market participants operating in
the EU, including marketing and pre-marketing, cross border management of AIFs, delegation and operating requirements, and
investor disclosures and reporting. These proposals are expected to come into effect, at the earliest, in the second half of 2027
and could impact the operating requirements of EU AIFMs, including CIM Europe and AlpInvest BV, with respect to potential
rules of conduct and prudential rules.
As outlined above, certain of our European subsidiaries, notably CECP, CELF, CIC, and AlpInvest UK, must comply
with the regulatory framework established by MiFID (as assimilated into UK law), which regulates the provision and conduct
of investment services and activities throughout the EEA. Certain aspects of MiFID also apply to AlpInvest BV and CIM
Europe by virtue of their MiFID “top-up” permissions as part of their AIFMD authorizations and to CIM Advisors France SAS
by virtue of being a “tied agent” of CIM Europe. MiFID prescribes detailed requirements governing the organization and
business conduct of investment firms, regulated markets, and certain other entities such as credit institutions to the extent they
perform investment services or activities.
The latest iteration of MiFID, Directive 2014/65/EU (“MiFID II”), together with the accompanying Regulation (EU)
No 600/2014 (the “Markets in Financial Instruments Regulation” or “MiFIR”), extended the MiFID requirements in a number
of areas and requires investment firms to comply with more prescriptive and onerous obligations in relation to such things as:
costs and charges disclosure, product design and governance, the receipt and payment of inducements, the receipt of and
payment for investment research, suitability and appropriateness assessments, conflicts of interest, record-keeping, best
execution, transaction and trade reporting, remuneration, training and competence, and corporate governance. Failure to comply
with MiFID II and its associated legislative acts could result in sanctions from national regulators, the loss of market access,
and a number of other adverse consequences, which would have a detrimental impact on our business. Although the UK
withdrew from the EU, its rules implementing MiFID continue to have effect and MiFIR has been assimilated into UK law
(subject to certain amendments to ensure it operates properly in a UK-specific context) in connection with this withdrawal. T he
EU has continued to introduce amendments to MiFID II. For example, in August 2022, EU MiFID firms providing financial
advice and portfolio management had to carry out a mandatory assessment of the sustainability preferences of their clients.
Broadly, sustainability preferences address taxonomy alignment, Sustainable Finance Disclosure Regulation (“SFDR”)
sustainable investment alignment, and consideration of principal adverse impacts. EU MiFID firms must take these into account
in the selection process of financial products. Further changes are expected to MiFID II and SFDR.
The UK introduced a prudential regulatory framework for UK investment firms (the “Investment Firm Prudential
Regime” or the “IFPR”), which is closely based on an equivalent regulatory framework introduced at the EU-level through the
EU Investment Firm Regulation and Investment Firm Directive (together, “IFR/IFD”). The IFPR took effect from January 1,
2022, and applies to our subsidiaries that are UK investment firms under MiFID II, namely CECP, CELF, and AlpInvest UK.
Under the IFPR, among other requirements, CECP, CELF, and AlpInvest UK are required to maintain a more onerous policy
on remuneration, set an appropriate ratio between the variable and fixed components of total remuneration, and meet
requirements on the structure of variable remuneration. These requirements may make it more difficult for us to attract and
retain staff in certain circumstances. Importantly, the broad discretion for UK firms that used to be available to disapply certain
remuneration rules on the basis of “proportionality” does not apply in relation to IFPR. Under IFPR, CECP, CELF, and
AlpInvest UK are each required to also make public disclosures on their websites in relation to their (i) own funds, own funds
requirements, and governance structures, (ii) risk management, and (iii) remuneration, including quantitative information on
remuneration paid to staff. IFPR has resulted in increased regulatory capital and liquidity adequacy requirements for CECP, in
particular, and may continue to increase the costs of doing business and may impede intra-group capital and cash flows. The
FCA is reviewing further changes to prudential requirements and remuneration, which are likely to be relevant to UK
investment firms under MiFID II, including CECP, CELF, and AlpInvest UK.
In the EU, IFR/IFD took effect from June 26, 2021, and represented a complete overhaul of “prudential” regulation in
the EU and substantially increased regulatory capital requirements for certain investment firms and imposed more onerous
remuneration rules, and revised and extended internal governance, disclosure, reporting, liquidity, and group “prudential”
consolidation requirements, among other things. IFR/IFD affects AlpInvest BV, one of our subsidiaries, because it is an AIFM
in the Netherlands with top-up permissions to provide investment services. In particular, as AlpInvest BV’s AUM attributable
to separate accounts regulated by MiFID II increases so will AlpInvest BV’s regulatory capital and liquidity adequacy
requirements, which may increase the costs of doing business and may impede intra-group capital and cash flows. It is possible
that in the future, CIM Europe also may have to comply with IFR/IFD in relation to its MiFID top-up permissions; however,
Luxembourg does not currently apply the regime to AIFMs with MiFID top-ups.

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The UK introduced an important and substantial regime, the “Consumer Duty,” designed to improve outcomes for
individual investors, which fully began to apply in July 2024 for both funds that were still open to investment and those that had
already held their final close. Although Carlyle entities do not generally deal with consumers in the ordinary sense, the regime
may apply to certain of our funds unless Carlyle can rely on an important exemption from the regime for products with certain
minimum denomination. This exemption has been called into question by the FCA previously but continues to be available to
asset managers of investment funds. If removed, this could make the impact of the Consumer Duty more significant and
widespread and have important implications for Carlyle entities if they are unable to rely on another exemption. We intend to
continue to work closely with external counsel and advisors to monitor any developments.
Other Jurisdictions
Certain of our subsidiaries are subject to registration and compliance with laws and regulations of non-U.S.
governments, their respective agencies, and/or various self-regulatory organizations or exchanges relating to, among other
things, investment advisory services and the marketing of investment products, and any failure to comply with these regulations
could expose us to liability and/or damage our reputation. Certain of our private funds also are required to comply with the
trading and disclosure rules and regulations of non-U.S. securities regulators.
The Organization for Economic Cooperation and Development (the “OECD”) has developed Common Reporting
Standard (“CRS”) rules for the automatic exchange of FATCA-like financial account information amongst OECD
member states. Like FATCA, CRS imposes certain due diligence, documentation, and reporting requirements on various
Carlyle entities. While CRS does not contain a potential withholding requirement, noncompliance could subject Carlyle to
certain reputational harm and potential financial penalties.
Carlyle Hong Kong Equity Management Limited is licensed by the Hong Kong Securities and Futures Commission to
carry on Type 1 (dealing in securities) regulated activity in respect of professional investors.
Carlyle Asia Limited is licensed by the Hong Kong Securities and Futures Commission to carry on Type 1 (dealing in
securities) and Type 4 (advising on securities) regulated activities in respect of professional investors.
AlpInvest Partners Limited is licensed by the Hong Kong Securities and Futures Commission to carry on Type 4
(advising on securities) regulated activity in respect of professional investors.
Carlyle Mauritius Investment Advisor Limited and Carlyle Mauritius CIS Investment Management Limited are
licensed providers of investment management services in the Republic of Mauritius and are subject to applicable Mauritian
securities laws and the oversight of the Financial Services Commission. Carlyle Mauritius Investment Advisor Limited holds a
“Foreign Institutional Investor” license from the Securities and Exchange Board of India, which entitles this entity to engage in
limited activities in India. Carlyle Mauritius CIS Investment Management Limited holds a “Qualified Foreign Institutional
Investor” license from the China Securities Regulatory Commission, which entitles this entity to invest in certain permitted
financial instruments (including equity) and derivatives traded or listed on exchanges in the People’s Republic of China.
Carlyle Australia Equity Management Pty Limited is licensed by the Australian Securities and Investments
Commission as an Australian financial services licensee and is authorized to carry on a financial services business to provide
advice on and deal in financial products (managed investment schemes and securities) for wholesale clients.
Carlyle Japan Equity Management LLC (“CJEM”) is registered with the Financial Services Agency of Japan to carry
out Type II Financial Instruments Business as a Financial Instruments Business Operator and it is also a member of the Type II
Financial Instruments Firms Association, a self-regulatory organization in Japan. Pursuant to this registration, CJEM is
permitted to perform marketing activities to, and private placements for, specified investors with respect to interests in a limited
partnership.
Carlyle Japan, LLC (“CJLLC”) is registered with the Financial Services Agency of Japan to carry out Investment
Advisory and Agency Business as a Financial Instruments Business Operator and it is also a member of Japan Investment
Advisers Association, a self-regulatory organization in Japan. Pursuant to this registration, CJLLC is permitted to carry out
investment advisory and agency business as defined by the Financial Instruments and Exchange Act of Japan.
Carlyle MENA Investment Advisors Limited, a company limited by shares in the Dubai Financial Centre, holds a
Category 3C license issued by the Dubai Financial Services Authority and is authorized to arrange credit or deal in investments,
advise on financial products or credit, and manage collective investment funds.

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Carlyle MENA Advisors Limited, a company limited by shares in the Abu Dhabi Global Market, is authorized by the
Abu Dhabi Financial Ser vices Regulatory Authority and is authorized to arrange deals in investments, advise on investments or
credit, and manage collective investment funds.
Carlyle Singapore Investment Advisors Pte Limited holds a capital markets license and an exempt financial adviser
status with the Monetary Authority of Singapore to carry on fund management and dealing in regulated capital market products
activities in respect of institutional and accredited investors.
AlpInvest Partners Pte Limited holds a capital markets license with the Monetary Authority of Singapore to carry on
fund management activities in respect of institutional and accredited investors.
Carlyle Real Estate SGR S.p.A. holds an authorization from the Bank of Italy to carry on AIFMD-compliant fund
management and real estate activities. It is registered at the Bank of Italy’s AIFM register under no.127.
Carlyle Investments (Canada) Corporation, formerly Diversified Global Asset Management Corporation, holds an
exempt market dealer license with Ontario Securities Commission to facilitate certain Carlyle fund marketing activities in
Canada.
AlpInvest is registered as a cross-border discretionary investment management company with the Financial
Supervisory Service of South Korea.
Carlyle CLO Management LLC is registered as a cross-border discretionary investment management company with
the Financial Supervisory Service of South Korea.
An investment fund advised by us holds an indirect controlling interest in Fortitude Re and Fortitude International
Reinsurance Ltd. (“Fortitude International Re”), Bermuda companies registered as a Class 4 and Class E insurers. Fortitude Re
and Fortitude International Re are subject to regulation and supervision by the Bermuda Monetary Authority (the “BMA”) and
compliance with all applicable Bermuda law and Bermuda insurance statutes and regulations, including but not limited to the
Insurance Act of 1978 (Bermuda) and the rules and regulations promulgated thereunder (the “Bermuda Insurance Act”). In
addition, as a result of ownership of Fortitude by our investment fund, certain Carlyle affiliates that serve as general partner and
investment advisor to the fund are subject to certain insurance laws and regulations in Bermuda as a “controller” of Fortitude
Re and Fortitude International Re under the Bermuda Insurance Act. These laws and regulations include certain notice
requirements for any person that has become, or as a result of a disposition ceased to be, a shareholder controller of a registered
insurer, and failure to comply with such requirements is an offense punishable by law.
In addition, we and/or our affiliates and subsidiaries may become subject to additional regulatory demands in the
future to the extent we expand our investment advisory business in existing and new jurisdictions. There are also a number of
pending or recently enacted legislative and regulatory initiatives in the United States and around the world that could
significantly impact our business. See Item 1A “Risk Factors—Risks Related to Regulation and Litigation—Extensive
regulation of our business affects our activities and creates the potential for significant liabilities and penalties, and could result
in additional burdens on our business,” “Financial regulations and changes thereto in the United States could adversely affect
our business and the possibility of increased regulatory focus could result in additional burdens and expenses on our business,”
and “Regulatory initiatives in jurisdictions outside the United States could adversely affect our business.”
Our businesses have operated for many years within a framework that requires our being able to monitor and comply
with a broad range of legal and regulatory developments that affect our activities, and we take our obligation to comply with all
such laws, regulations, and internal policies seriously. Our reputation depends on the integrity and business judgment of our
employees, and we strive to maintain a culture of compliance throughout the firm. We have developed, and adhere to,
compliance policies and procedures such as codes of conduct, compliance systems, education, and communication of
compliance matters. These policies focus on matters such as insider trading, anti-corruption, document retention, conflicts of
interest, anti-money laundering, and other matters. Our legal and compliance team monitors our compliance with all of the legal
and regulatory requirements to which we are subject and manages our compliance policies and procedures. Our legal and
compliance team also monitors the information barriers that we maintain to restrict the flow of confidential information,
including material non-public information, across our business. Our enterprise risk management function analyzes our
operations and investment strategies to identify key risks facing the firm and works closely with the legal and compliance team
to address them. The firm also has an independent and objective Internal Audit department that employs a risk-based audit
approach that focuses on Sarbanes-Oxley compliance, enterprise risk management functions, and other areas of perceived risk

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and aims to give management and our Board of Directors reasonable assurance that our risks are well-managed, and controls
are appropriate and effective.
Website, Social Media Disclosure, and Availability of SEC Filings
Our website address is www.carlyle.com. We make available free of charge on our website or provide a link on our
website to our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, and any
amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably
practicable after those reports are electronically filed with, or furnished to, the SEC. To access these filings, go to the “SEC
Documents” portion of our “Shareholders” page on our website. You also may access the reports and other documents we file
with the SEC at a website maintained by the SEC at www.sec.gov.
We use our website (www.carlyle.com), our corporate Facebook page (www.facebook.com/onecarlyle), our corporate
X account (@OneCarlyle or www.x.com/onecarlyle), our corporate Instagram account (@onecarlyle or www.instagram.com/
onecarlyle), our corporate LinkedIn account (www.linkedin.com/company/the-carlyle-group), our corporate YouTube channel
(www.youtube.com/user/onecarlyle), and our corporate WeChat account (ID: gh_3e34f090ec20) as channels of distribution of
material company information. For example, financial and other material information regarding our company is routinely
posted on and accessible at www.carlyle.com. Accordingly, investors should monitor these channels, in addition to following
our press releases, SEC filings, and public conference calls and webcasts. In addition, you may automatically receive email
alerts and other information about Carlyle when you enroll your email address by visiting the “Email Alerts” section at http://
ir.carlyle.com/email-alerts. The contents of our website and social media channels are not, however, a part of this Annual
Report on Form 10-K and are not incorporated by reference herei n .

ITEM 1A. RISK FACTORS
Risks Related to Our Company
Adverse economic and market conditions and other events or conditions throughout the world could negatively impact our
business in many ways, including by reducing the value or performance of the investments made by our investment funds
and reducing the ability of our investment funds to raise capital, any of which could materially reduce our revenue,
earnings, and cash flow and adversely affect our financial prospects and condition.
Our business and the businesses of the companies in which we invest are materially affected by conditions in the
global financial markets, and economic conditions or other events throughout the world that are outside of our control,
including, but not limited to, changes in interest rates, availability and cost of credit, inflation rates, availability and cost of
energy, economic uncertainty, slowdown in global growth, changes in laws (including laws relating to taxation and regulations
on the financial industry), disease, pandemics or other severe public health events, trade barriers, tariffs, commodity prices,
currency exchange rates and controls, national and international political circumstances (including government contract
terminations or funding pauses, government agency closures, government shutdowns, wars, terrorist acts, or security
operations), geopolitical tensions and instability (including the realignment of alliances), social unrest, supply chain pressures,
and the effects of climate change. Over the last several years, markets have been affected by the introduction of new tariffs,
monetary policy uncertainty, inflationary pressures, sharp currency moves, heightened geopolitical tensions, the imposition of
export controls and trade barriers, the imposition of economic and political sanctions (upon specific individuals or companies
and country, industry, and sector-wide restrictions), and changes in U.S. tax regulations. Moreover, our investment funds
focused on Asia, and portfolio companies within non-Asia investment funds with significant operations or connectivity and
reliance on Asian companies, and listed securities or debt instruments of companies or industries, could be impacted by any
disruptions to the global supply chain that may result from escalating tensions, disputes, or potential conflicts in the region
surrounding the Taiwan Strait. The resulting actions taken, the response of the international community, and other factors
affecting trade with China or political or economic conditions in Taiwan could disrupt the manufacture of several business-
critical products or hardware components, including semiconductors, which may impact sectors and industries regardless of
their business proximity to the Taiwan Strait.
Over the twelve months ending on December 31, 2025, the S&P 500 rose by 16.4% , while the MSCI All Country
World Index (MSCI ACWI) increased by 20.6% . This robust full-year performance masks interim volatility and fragile
underlying public equity market dynamics. After the April 2nd “Liberation Day” tariff announcements in the United States, the
S&P 500 fell by over 12% peak-to-trough in the six days that followed. The market rebounded strongly in the weeks that
followed and regained its prior peak by mid-summer. In the process of this rebound, both the S&P 500 and global indices have
become ever more concentrated in a handful of AI-related or AI-adjacent stocks. The top ten largest stocks now account for
over 40% of the market capitalization of the S&P 500, and eight of those ten companies are exposed to roughly the same AI

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risks. A change in the outlook for AI-related company earnings, or a reassessment of these companies’ valuations, could drive
significant market movements. Overall, factors that impact global markets, including growth expectations, inflation, interest
rates, trade barriers such as tariffs, regulatory, and political environments, can be unpredictable and investor sentiment could
change quickly in the future, while market volatility could accelerate in the face of negative macro, monetary, or geopolitical
developments. If global markets become unstable, it is possible sellers of assets may readjust their valuations and attractive
investment opportunities may become available. On the other hand, the valuations of certain assets we planned to sell in the
near future could be negatively impacted, as well as the valuations of our portfolio companies and, as a result, our accrued
performance revenues.
Market volatility also could adversely affect our fundraising efforts in several ways. Investors often allocate to
alternative asset classes (including private equity) based on a target percentage of their overall portfolio. If the value of an
investor’s portfolio decreases as a whole, the amount available to allocate to alternative assets (including private equity) could
decline. In addition, investors often evaluate the amount of distributions that they have received from existing funds when
considering commitments to new funds. Although net distributions to investors across all private asset classes turned positive in
the second quarter of 2025 for the first time in eighteen quarters , cumulative contributions have exceeded distributions by
nearly $550 billion since 2020. This has restricted investor liquidity, which in turn has reduced commitments to private capital
assets. Investors also may weigh the likely impact of geopolitical tensions, cross-border regulations, and other factors such as
general market volatility and/or a reduction in distributions to investors when considering their allocations to new investment
funds. A decrease in the amount an investor commits to our funds could have an impact on the ultimate size of our funds and
amount of management fees we generate.
Global merger and acquisition (“M&A”) volume totaled $5.1 trillion in 2025, a 44% increase from 2024. While total
M&A activity has accelerated, a retrenchment could cause a slowdown in our investment pace, which in turn could have an
adverse impact on our ability to generate future performance revenues and to fully invest the available capital in our funds. In
particular, while deal activity has been robust over the past year, the exit environment in private markets remains sluggish. A
deceleration in M&A activity could further reduce opportunities to exit and realize value from our fund investments. A
slowdown in the deployment of our available capital could impact the management fees we earn on our investments and
managed accounts that generate fees based on invested (and not committed) capital. A slowdown in the deployment of our
available capital also could adversely affect our ability to raise and the timing of raising successor investment funds. However,
in 2025 , we deployed nearly $55 billion across our business, a 28% increase over 2024 .
The current U.S. political environment and the resulting uncertainties regarding actual and potential shifts in U.S.
foreign investment, trade, taxation, economic, environmental, and other policies under the current administration, as well as the
impact of geopolitical tension, such as a deterioration in the bilateral relationship between the United States and China or a
further escalation in conflicts in the Middle East, Eastern Europe, and Latin America could lead to disruption, instability, and
volatility in the global markets, which also may have an impact on our exit opportunities across negatively impacted sectors or
geographies. The current administration has decided to impose and may decide to impose additional steep tariffs on goods,
materials, inputs, and intermediate parts with origins across numerous geographies. Such changes could materially increase
input costs for our funds’ portfolio companies and depress margins. In addition, the current administration has sought to reduce
subsidies, block permits and leases for new projects, and roll back favorable terms for investments in renewable energy
ventures, which could adversely impact the performance of those strategies in our portfolio. The consequences of previously
enacted legislation also could impact our business operations in the future. For example, the expansion of the jurisdiction of the
Committee on Foreign Investment in the United States (“CFIUS”) in 2018 and then again in 2022 may reduce the number of
potential buyers of and investors in U.S. companies and, accordingly, may limit the ability of our funds to realize value and/or
exit from certain existing and future investments. Our flexibility in structuring or financing certain transactions may likewise be
constrained and we are unable to predict whether and to what extent uncertainty surrounding economic and market conditions
or adverse conditions or events in particular sectors may cause our performance to suffer.
During periods of difficult market conditions or slowdowns (which may occur across one or more industries or
geographies), our funds’ portfolio companies may experience adverse operating performance, decreased revenues, financial
losses, credit rating downgrades, difficulty in obtaining access to financing, and increased funding costs. Negative financial
results in our funds’ portfolio companies may result in less appreciation across the portfolio and lower returns in our funds.
Because our investment funds will generally make a limited number of investments, and such investments generally involve a
high degree of risk, negative financial results in a few of an investment fund’s portfolio companies could severely impact the
fund’s total returns. This could materially and adversely affect our ability to raise new funds as well as our operating results and
cash flow. During such periods of weakness, our funds’ portfolio companies also may have difficulty expanding their
businesses and operations or meeting their debt service obligations or other expenses as they become due, including expenses
payable to us. In addition, such negative market conditions could potentially result in a portfolio company entering bankruptcy
proceedings or, in the case of certain real estate funds, the abandonment or foreclosure of investments, thereby potentially

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resulting in a complete loss of the fund’s investment in such portfolio company or real assets and a significant negative impact
to the fund’s performance and consequently our operating results and cash flow, as well as to our reputation. Negative market
conditions also could increase the risk of default with respect to investments held by our funds that have significant debt
investments, such as our Global Credit funds. Moreover, as capital markets activity slows, we may experience a corresponding
reduction in the capital markets fees we earn through Global Capital Markets in connection with activities related to the
underwriting, issuance, and placement of debt and equity securities.
In addition, during periods of difficult market conditions or slowdowns, the valuations of the investments in our carry
funds could suffer. If we were to realize investments at these lower values, we may not achieve investment returns in excess of
return hurdles required to realize performance revenues or we may become obligated to repay performance revenues previously
received by us. The payment of less or no performance revenues could cause our cash flow from operations to significantly
decrease, which could materially and adversely affect our liquidity position and the amount of cash we have on hand to conduct
our operations and to dividend to our stockholders. The generation of less performance revenues also could impact our leverage
ratios and compliance with our revolving credit facility covenants. Having less cash on hand could in turn require us to rely on
other sources of cash (such as the capital markets, which may not be available to us on acceptable terms or at all) to conduct our
operations, which include, for example, funding significant general partner and co-investment commitments to our carry funds.
Moreover, during adverse economic and market conditions, we may not be able to renew or refinance all or part of our credit
facility or find alternate financing on commercially reasonable terms. As a result, our uses of cash may exceed our sources of
cash, thereby potentially affecting our liquidity position.
Severe public health events also may occur from time to time, and could directly and indirectly impact us in material
respects that we are unable to predict or control, including by threatening our employees’ well-being and morale and
interrupting business activities. Moreover, related factors may materially and adversely affect us, including the effectiveness of
governmental responses, the extension, amendment, or withdrawal of any government programs or initiatives and the timing
and speed of economic recovery. Actions taken in response may contribute to significant volatility in financial markets,
resulting in increased volatility in equity prices, material interest rate changes, supply chain disruptions, such as simultaneous
supply and demand shock in global, regional, and national economies, and an increase in inflationary pressures.
Our use of leverage may expose us to substantial risks.
We periodically use indebtedness as a means to finance our business operations, which exposes us to risks associated
with using leverage. We are dependent on financial institutions extending credit to us on reasonable terms to finance our
business. There is no guarantee that financial institutions will continue to extend credit to us or will renew the existing credit
agreements we have with them on as favorable terms or at all, or that we will be able to refinance our outstanding notes or other
obligations when they mature. In addition, the incurrence of additional debt in the future could result in downgrades of our
existing corporate credit ratings, which could limit the availability of future financing and/or increase our cost of borrowing. As
borrowings under our senior notes or any other indebtedness mature, we may be required to refinance them by issuing
additional debt, which could result in higher borrowing costs, or to issue additional equity, which would dilute existing
stockholders. We also could repay them by using cash on hand, cash provided by our continuing operations, or cash from the
sale of our assets, which could reduce dividends to our stockholders. Moreover, we could have difficulty entering into new
facilities or issuing debt or equity securities in the future on attractive terms, or at all.
From time to time, we may access the capital markets by issuing debt securities. For example, in September 2025, we
issued senior unsecured bonds with aggregate principal of $800.0 million due September 2035. We also have other senior notes
and junior subordinated notes with an aggregate principal amount of $1,875.0 million as of December 31, 2025 , as well as a
credit agreement that provides a $1.0 billion revolving facility with a final maturity date of May 29, 2030 (see Note 6 ,
Borrowings , to the consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K for more
information regarding our senior and subordinated notes and credit agreements). The credit agreement contains financial and
non-financial covenants with which we need to comply to maintain access to this source of liquidity. Noncompliance with any
of the financial or non-financial covenants without cure or waiver would constitute an event of default, and an event of default
resulting from a breach of certain financial or non-financial covenants could result, at the option of the lenders, in an
acceleration of the principal and interest outstanding, and a termination of the credit agreement. In addition, to the extent we
incur additional debt relative to our current level of earnings or experience a decrease in our level of earnings, our credit rating
could be adversely impacted, which would increase our interest expense under our credit facility. Standard & Poor’s and Fitch
both affirmed our “A-” credit rating with a stable rating outlook in the fourth quarter of 2025.

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Our revenue, earnings, net income, and cash flow can all vary materially, which may make it difficult for us to achieve
steady earnings growth on a quarterly basis and may cause the price of our common stock to decline.
Our revenue, earnings, net income, and cash flow can all vary materially due to our reliance on performance revenues.
We may experience fluctuations in our results, including our revenue and net income, from quarter to quarter due to a number
of other factors, including timing of realizations, changes in the valuations of our funds’ investments, changes in the amount of
distributions, dividends, or interest paid in respect of investments, changes in our operating expenses, and the degree to which
we encounter competition, each of which may be impacted by economic and market conditions. Achieving steady growth in net
income and cash flow on a quarterly basis may be difficult, which could in turn lead to large adverse movements or general
increased volatility in the price of our common stock. We generally do not provide guidance regarding our expected quarterly
operating results. The lack of guidance may affect the expectations of public market analysts and could cause increased
volatility in our common stock price.
In addition, our cash flow may fluctuate significantly because we receive performance allocations from our carry funds
only when investments are realized and achieve a certain preferred return. This also contributes to the volatility of our cash
flow. Performance allocations depend on our carry funds’ performance and opportunities for realizing gains, which may be
limited. It takes a substantial period of time to realize the cash value (or other proceeds) of an investment. Even if an investment
proves to be profitable, it may be a number of years before any profits can be realized, particularly if market conditions are
unaccommodating. We cannot predict when, or if, any realization of investments will occur. The valuations of, and realization
opportunities for, investments made by our funds could also be subject to high volatility as a result of uncertainty or potential
changes to governmental policy with respect to, among other things, tax, trade, immigration, healthcare, labor, infrastructure,
and energy.
Prior to our receiving any performance allocations in respect of realization of a profitable investment, 100% of the
proceeds of that investment generally must be paid to the investors in that carry fund until they have recovered certain fees and
expenses and achieved a certain return on all realized investments by that carry fund as well as a recovery of any unrealized
losses. A particular realization event may have a significant impact on our results for that particular quarter that may not be
replicated in subsequent quarters. We recognize revenue on investments in our investment funds based on our allocable share of
realized and unrealized gains (or losses) reported by such investment funds. A decline in realized or unrealized gains, or an
increase in realized or unrealized losses, would adversely affect our revenue and possibly cash flow, which could further
increase the volatility of our quarterly results. Because our carry funds have preferred return thresholds to investors that need to
be met prior to our receiving any performance allocations, substantial declines in the carrying value of the investment portfolios
of a carry fund can significantly delay or eliminate any performance allocations paid to us in respect of that fund because the
value of the assets in the fund would need to recover to their aggregate cost basis plus the preferred return over time before we
would be entitled to receive any performance allocations from that fund.
The timing and receipt of performance allocations also varies with the life cycle of our carry funds. During periods in
which a relatively large portion of our assets under management is attributable to carry funds and investments in their
“harvesting” period, our carry funds would make larger distributions than in the fundraising or investment periods that precede
harvesting. During periods in which a significant portion of our AUM is attributable to carry funds that are not in their
harvesting periods, we may receive substantially lower performance allocations.
Given our focus on achieving superior investment performance and maintaining and strengthening investor relations, we
may reduce our AUM, restrain its growth, warehouse investments on our balance sheet for new funds, reduce our fees, or
otherwise alter the terms under which we do business when we deem it in the best interest of our investors—even in
circumstances where such actions might be contrary to the near-term interests of our stockholders.
From time to time if we decide it is in the best interests of our stakeholders, we may take actions that could reduce the
profits we could otherwise realize in the short term. While we believe that our commitment to treating our investors fairly is in
the long-term interest of us and our stockholders, our stockholders should understand we may take actions that could adversely
impact our short-term profitability, and there is no guarantee that such actions will benefit us in the long term. The means by
which we seek to achieve superior investment performance in each of our strategies could include limiting the AUM in our
strategies to an amount that we believe can be invested appropriately in accordance with our investment philosophy and current
or anticipated economic and market conditions. In addition, we may seek to exit or end unprofitable or subscale investments,
which may reduce our AUM, including Fee-earning AUM, and/or management fees while generally improving our FRE
margins. We have made, and expect to continue making, balance sheet investments to seed certain funds during their early
fundraising stages, and we may later sell those investments to the funds at the lower of our original cost or fair value , without
interest, regardless of how long we held them. If we do not sell a warehoused investment to a fund, we may sell it to another

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buyer at a price below our cost or hold it longer than intended, exposing us to value fluctuations and changing business
conditions. We also may voluntarily reduce management fee or incentive fee rates and terms for certain of our funds or
strategies when we deem it appropriate, even when doing so may reduce our short-term revenue. For instance, in order to
enhance our relationship with certain fund investors, we have reduced management fees or ceased charging management fees
on certain funds in specific instances. In certain investment funds, we have agreed to charge management fees based on
invested capital or net asset value as opposed to charging management fees based on committed capital. In certain cases, we
have provided “fee holidays” during which we do not charge management fees for a certain period of time. We also may
receive requests to reduce management fees on other funds in the future. See “Risks Related to Our Business Operations—
Risks Related to the Assets We Manage—Our investors may negotiate to pay us lower management fees and the economic
terms of our future funds may be less favorable to us than those of our existing funds, which could adversely affect our
revenues.”
Many of our investment funds utilize subscription lines of credit to fund investments prior to the receipt of capital
contributions from the fund’s investors. As capital calls made to a fund’s investors are delayed when using a subscription line
of credit, the investment period of such investor capital is shortened, which may increase the net internal rate of return of an
investment fund. However, because interest expense and other costs of borrowings under subscription lines of credit are an
expense of the investment fund, the investment fund’s net multiple of invested capital will be reduced, as will the amount of
carried interest generated by the fund. Any material reduction in the amount of carried interest generated by a fund will
adversely affect our revenues. See “Risks Related to Our Company—Adverse economic and market conditions and other events
or conditions throughout the world could negatively impact our business in many ways, including by reducing the value or
performance of the investments made by our investment funds and reducing the ability of our investment funds to raise capital,
any of which could materially reduce our revenue, earnings, and cash flow and adversely affect our financial prospects and
condition.”
We also may take other actions, including waiving management fees for a particular investment or fund, that could
adversely impact our short-term results of operations when we deem such action appropriate. Moreover, we typically delay the
realization of carried interest to which we are otherwise entitled if we determine (based on a variety of factors, including the
stage of the fund’s life cycle and the extent of fund profits accrued to date) that there would be an unacceptably high risk of
potential future giveback obligations. Any such delay could result in a deferral of realized carried interest to a subsequent
period. See “Risks Related to Our Company—Our revenue, earnings, net income, and cash flow can all vary materially, which
may make it difficult for us to achieve steady earnings growth on a quarterly basis and may cause the price of our common
stock to decline.”
We depend on our senior Carlyle professionals, including our Chief Executive Officer, and the loss of their services or
investor confidence in such personnel could have a material adverse effect on our business, results of operations, and
financial condition.
We depend on the efforts, skill, reputations, and business contacts of our Chief Executive Officer, Harvey M.
Schwartz, our co-founders, and other senior Carlyle professionals, including our Co-Presidents, the information and deal flow
they generate during the normal course of their activities, and the synergies among the diverse fields of expertise and
knowledge held by our professionals. Accordingly, our success will depend on the continued service of these individuals, who
are not obligated to remain employed with us. Several key personnel have left the firm in the past and others may do so in the
future, and we cannot predict the impact that the departure of any key personnel will have on our ability to achieve our
investment objectives. For example, the governing agreements of many of our funds generally provide investors with the ability
to terminate the investment period in the event that certain “key persons” in the fund do not meet the specified time
commitment to the fund or our firm ceases to control the general partner. The loss of the services of any such persons could
have a material adverse effect on our revenues, net income, and cash flows and could harm our ability to maintain or grow
AUM in existing funds or raise additional funds in the future. Our senior Carlyle professionals possess substantial experience
and expertise and have strong business relationships with our investors and other members of the business community. As a
result, the loss of these personnel could jeopardize our relationships with such parties and result in the reduction of AUM or
fewer investment opportunities. We also face potential threats to our physical security, including to our offices and the safety
and well-being of our people, including our senior Carlyle professionals. These threats could involve terrorism, insider threats,
targeted threats against our senior Carlyle professionals, workplace violence, or civil unrest, all of which could adversely affect
us.
We historically have relied in part on the interests of these professionals in the investment funds’ carried interest and
incentive fees to discourage them from leaving the firm. However, to the extent our investment funds perform poorly, thereby
reducing the potential for carried interest and incentive fees, their interests in carried interest and incentive fees become less

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valuable to them and become less effective as incentives for them to continue to be employed by us. We might not be able to
provide future senior Carlyle professionals with interests in our business to the same extent or with the same tax consequences
from which our existing personnel previously benefited. For example, U.S. federal income tax law currently imposes a three-
year holding period requirement for carried interest to be treated as long-term capital gains. The holding period requirement
may result in some of the carried interest received by such individuals being treated as ordinary income, which would
materially increase the amount of taxes that such key personnel would be required to pay. In addition, the tax treatment of
carried interest continues to be an area of focus for policymakers and government officials, which could result in further
regulatory action by federal or state governments. See “Risks Related to Taxation—Changes in relevant tax laws, regulations,
or treaties or an adverse interpretation of these items by tax authorities could negatively impact our effective tax rate, tax
liability, and/or the performance of certain funds should unexpected taxes be assessed to portfolio investments (companies) or
fund income.” Moreover, possible increases in state tax rates or changes to the tax treatment of, or the levying of additional
taxes on, carried interest, along with changing opinions regarding living in some geographies where we have offices, may
adversely affect our ability to recruit, retain, and motivate our current and future professionals.
We strive to maintain a work environment that reinforces our culture where employees strive to excel, deliver for the
firm, challenge the status quo, and leverage diverse perspectives. If we do not continue to develop and implement the right
processes and tools to maintain this culture, our ability to compete successfully and achieve our business objectives could be
impaired, which could negatively impact our business, financial condition, and results of operations.
Recruiting and retaining our professionals has become more difficult and may continue to be difficult in the future, which
could adversely affect our business, results of operations, and financial condition.
Our most important asset is our people, and our continued success is highly dependent upon the efforts of our senior
Carlyle professionals and other employees. Our future success and growth depends to a substantial degree on our ability to
retain and motivate our senior Carlyle professionals and other employees to strategically recruit, retain, and motivate talented
personnel, including senior Carlyle professionals. The market for qualified professionals is extremely competitive across levels
and areas of expertise, particularly in light of increasingly unpredictable enforcement of immigration laws and visa
requirements, and we may not be successful in our efforts to recruit, retain, and motivate these professionals. We also have
experienced upward pressure on compensation packages given the increased competition to hire and retain talented personnel,
and we may be required to adjust the amount of cash compensation and types, terms, and amounts of equity and other long-term
incentives we provide to our employees, which could have positive or negative effects on the financial metrics commonly used
to measure our performance. Even when we offer top-of-market compensation packages, we may not be able to attract and
retain all of our desired personnel due to shifting employee priorities. In addition, the minimum retained ownership
requirements and transfer restrictions to which equity incentives are subject in certain instances lapse over time, may not be
enforceable in all cases, and can be waived. There is no guarantee that the noncompetition and nonsolicitation agreements to
which certain of our senior Carlyle professionals are subject, together with our other arrangements with them, will prevent them
from leaving, joining our competitors, or otherwise competing with us. In addition, there is no assurance that such agreements
will be enforceable in all cases. In this respect, we continue to monitor developments on the state and federal level. These
noncompetition and nonsolicitation agreements also expire after a certain period of time, at which point such senior Carlyle
professionals would be free to compete against us and solicit our clients and employees.
We have granted and e xpect to grant equity awards in respect of our shares of common stock. This includes awards
from our Equity Incentive Plan and an award of restricted stock units to our Chief Executive Officer in connection with his
hiring, which were granted outside of the Equity Incentive Plan and with respect to which, as of December 31, 2025 , we have
granted a total of approximately 7.4 million restricted stock units (including dividend equivalent units that are credited on such
award). The prior and future grants of equity awards in respect of our shares of common stock have caused and will cause
dilution. While we evaluate the grant of equity awards from our Equity Incentive Plan to employees on an annual basis, the size
of the grants, if any, is made at our discretion and may vary significantly from year-to-year, including as the result of special
programs or significant senior personnel hirings. If we increase the use of equity awards from our Equity Incentive Plan in the
future, expenses associated with equity-based compensation may increase materially. In February 2024, we granted a total of
13.2 million restricted stock units to senior Carlyle professionals that are eligible to vest in installments over a period of three
years based on the achievement of absolute stock price targets of 120%, 140%, and 160% of the applicable starting share price,
each of which targets has been satisfied as of December 31, 2025 . In 2025, we granted a total of 8.1 million restricted stock
units to Carlyle professionals, and in February 2026, we granted a total of 5.8 million restricted stock units to Carlyle
professionals. Following the foregoing grants, taken together with other restricted stock unit grants since a new share reserve
was approved for the Equity Incentive Plan in June 2021 , there were 17.6 million remaining shares of common stock available
for grant under the Equity Incentive Plan as of February 27, 2026 .

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As of December 31, 2025 , our employees held an aggregate of 25.6 million unvested restricted stock units, which vest
over various time periods (generally from one year to four years from the date of grant) and 14.2 million of which also have
vesting conditions tied to the achievement of absolute stock price targets over a period of three to four years. In order to recruit
and retain existing and future senior Carlyle professionals and other key personnel, we may need to increase the level of
compensation that we pay to them, which could include grants of significant amounts of restricted stock unit awards or other
equity incentive awards under our Equity Incentive Plan. Accordingly, as we promote or hire new senior Carlyle professionals
and other key personnel over time or attempt to retain the services of certain of our key personnel, we may increase the level of
compensation we pay to these individuals, which could cause our total employee compensation and benefits expense as a
percentage of our total revenue to increase and adversely affect our profitability.
We may expand into new investment strategies, geographic markets, businesses, and types of investors, or seek to expand
our business or change our strategic focus with new strategic initiatives, which may result in additional risks and
uncertainties in our businesses.
Our organizational documents do not limit our ability to enter into new lines of business, and we may expand into new
investment strategies, geographic markets, businesses, types of investors, and investment products. We intend to seek to grow
our businesses by increasing AUM in existing businesses, pursuing new investment strategies (including investment
opportunities in new asset classes), developing new types of investment structures and products (such as publicly listed
vehicles, separately managed accounts, and structured products), expanding into new geographic markets and businesses and
seeking investments from investor bases we have traditionally not pursued, such as individual investors, which subject us to
additional risk. See “Risks Related to Our Business Operations—Risks Related to the Assets We Manage—We have
increasingly undertaken business initiatives to increase the number and type of investment products we offer to individual
investors, which could expose us to new and greater levels of risk.”
We have opened many offices to conduct our asset management and capital markets businesses around the world in
Europe, the Middle East, and Asia-Pacific, which we intend to grow and expand. We have also launched a number of new
investment initiatives in various asset classes or geographies, and increasingly manage investment vehicles owned by individual
investors, which subject us to additional risk. Introducing new types of investment structures and products could increase the
complexities involved in managing such investments, including ensuring compliance with applicable regulatory requirements
and terms of the investment vehicles.
Our organic growth strategy focuses on providing resources to foster business expansion, such that we achieve a level
of scale and profitability. Given our diverse platform, these initiatives could create conflicts of interests with existing products,
increase our costs, and expose us to new market risks and legal and regulatory requirements. The success of our organic growth
strategy will also depend on, among other things, our ability to correctly identify and create products that appeal to the limited
partners of our funds and vehicles. While we have made significant expenditures to develop these new strategies and products,
there is no assurance that they will achieve a satisfactory level of scale and profitability.
In addition, we have pursued and may continue to pursue growth through acquisitions of, or investments in, new
businesses, other investment management companies, acquisitions of critical business partners, strategic partnerships, other
alternative or traditional investment managers, or other strategic initiatives that also may include entering into new lines of
business. We also expect opportunities may arise to acquire other alternative or traditional investment managers. For example,
in August 2022, we acquired Abingworth, a life sciences investment firm, to expand our healthcare investment platform with
the addition of nearly $2 billion in AUM and a specialized team of over 20 investment professionals and advisors. The
integration of Abingworth with us, and Carlyle’s corresponding entry into the life sciences industry, may pose some or all of the
risks noted below. See “Risks Related to Our Business Operations—Industry Risks Related to the Assets We Manage—Our
funds’ investments in the life sciences industry may expose us to increased risks.”
To the extent we make strategic investments or acquisitions, undertake other strategic initiatives, expand into new
investment strategies or geographic markets, or enter into a new line of business, we will face numerous risks and uncertainties,
including risks associated with:
• the required investment of capital and other resources;
• delays or failure to complete an acquisition or other transaction in a timely manner or at all, which may
subject us to damages or require us to pay significant costs;
• lawsuits challenging an acquisition or unfavorable judgments in such lawsuits, which may prevent the closing
of the transaction, cause delays, or require us to incur substantial costs, including costs associated with the
indemnification of directors;

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• the failure to realize the anticipated benefits from an acquired business or strategic partnership in a timely
manner, if at all;
• combining, integrating, or developing operational and management systems and controls, including an
acquired business’s internal controls and procedures;
• integration of the businesses, including the employees of an acquired business;
• disagreements with joint venture partners or other stakeholders in our strategic partnerships;
• the additional business risks of the acquired business and the broadening of our geographic footprint;
• properly managing conflicts of interests;
• our ability to obtain requisite regulatory approvals and licenses without undue cost or delay and without being
required to comply with material restrictions or material conditions that would be detrimental to us or to the
combined organization;
• our ability to comply with new regulatory regimes; and
• becoming subject to new laws and regulations with which we are not familiar, or from which we are currently
exempt, which may lead to increased litigation and regulatory risk and costs.
Operational risks (including those associated with our business model), system security risks, breaches of data protection,
cyberattacks, or actions or failure to act by our employees or others with authorized access to our networks, including our
ability to insure against such risks, may disrupt our businesses, result in losses, or limit our growth.
We, our vendors, investors, and other stakeholders rely heavily on financial, accounting, information, and other data
processing systems. Collectively, we face various security threats on a regular basis, including ongoing cybersecurity threats
and attacks on our information technology infrastructure that are intended to gain access to our proprietary information, destroy
data, or disable, degrade, or sabotage our systems. These security threats originate from a wide variety of sources, including
known or unknown external third parties and current or former employees and contractors who have or had access to our
facilities, systems, and information.
There has been an increase in the frequency and sophistication of the security threats we face, with thwarted attacks
ranging from those common to businesses generally to those that are more advanced and persistent, which may target us
because, as a global investment management firm, we hold a significant amount of confidential and sensitive information about
our investors, our portfolio companies, potential investments, and our employees. More specifically, threat actors have
demonstrated increasing sophistication in their use of social engineering techniques, executive impersonations, and social media
platforms to victimize users and tarnish our brand. Similar issues arise with concentration of services with key service providers
such as cloud storage and email services, which also have experienced occasional minor outages.
Those who have or had authorized access to our networks, including current and former employees and contractors,
may introduce vulnerabilities in our systems by user error or if they are the target of “phishing,” social engineering, bribery,
coercion, or harbor malice toward us. Moreover, trends to outsource additional work, particularly information technology work,
introduce heightened risks such as improper access management, near-term productivity loss, and threats arising from
contractor machines accessing Carlyle networks.
We cannot know the potential impact of future cyber incidents, which vary widely in severity and scale, potential new
facts or circumstances related to previously detected cyber incidents, or previously undetected cyber incidents. There can be no
assurance that the various procedures and controls we utilize to mitigate these threats will be sufficient to prevent disruptions to
our systems, especially because the cyber-attack techniques used change frequently or are not recognized until launched, and
because cyber-attacks can originate from a wide variety of sources. We do not have controls in place for every possible risk,
and if any of the controls we put in place do not operate properly or are disabled for any reason or if there is any unauthorized
disclosure of data, whether as a result of tampering, a breach of our network security systems, a cyber-incident or attack, or
otherwise, we could suffer substantial financial loss, increased costs, a disruption of our businesses, liability to our funds and
investors, regulatory investigations, intervention and fines, and reputational damage. The costs related to cyber or other security
threats or disruptions may not be fully insured or otherwise indemnified. Significant security incidents at competitor global
investment firms in which we are not directly impacted could indirectly lead to increased costs from investor due diligence,
revisions to insurance premiums, and more extensive and/or frequent regulatory inspections.

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Our information systems and technology may not continue to be able to accommodate our growth, and the cost of
maintaining such systems may increase from its current level. For example, our existing systems may not be adequate to
identify or control the relevant risks in investment strategies employed by new investment funds we may introduce. Any failure
to accommodate growth, or an increase in costs related to such information systems, could have a material adverse effect on us.
In addition, we rely on third-party service providers for certain aspects of our business, including for certain information
systems and technology and administration of our business development companies, registered investment companies,
structured credit funds, and Carlyle AlpInvest segment. For example, Carlyle contracts information system backup and recovery
services to certain companies. These third-party service providers have faced and continue to face ongoing cybersecurity threats
and, as a result, unauthorized individuals could improperly gain access to our confidential data. Any attack on or interruption or
deterioration in the performance of these third parties or failures of their information systems and technology could also impair
the quality of the funds’ operations, affect our reputation, and adversely affect our businesses.
Our technology, data, and intellectual property and the technology, data, and intellectual property of our portfolio
companies also are subject to a heightened risk of theft, disruption, or compromise to the extent we and our portfolio companies
engage in operations outside the United States, particularly in those jurisdictions that do not have comparable levels of
protection of proprietary information and intangible assets, such as intellectual property and customer information and records.
In addition, we and our portfolio companies may be required to compromise protections or forgo rights to technology, data, and
intellectual property in order to operate in or access markets in a foreign jurisdiction. Any such direct or indirect compromise of
these assets could have a material adverse consequence on us or our investments.
A disaster or a disruption in the infrastructure that supports our businesses, including a disruption involving electronic
communications or other services used by us or third parties with whom we conduct business, or directly affecting our offices,
could have a material adverse impact on our ability to continue to operate our business without interruption. Our disaster
recovery programs may not be sufficient to mitigate the harm that may result from such a disaster or disruption. For example,
systemic risks such as a massive and prolonged global failure of Amazon or Microsoft’s cloud services could result in
cascading catastrophic systems failures. We also may need to commit additional management, operational, and financial
resources to identify new professionals to join our firm and to maintain appropriate operational and financial systems to
adequately support expansion. The market for hiring talented professionals, including IT, AI, privacy, and cybersecurity
professionals, is competitive and we may not be able to grow at the pace we desire.
In addition, we and our portfolio companies face increased difficulty in obtaining or maintaining sufficient insurance
(including cyber insurance) against potential liabilities and that could have a material adverse effect on our business. We face a
risk of loss from a variety of types of claims, including related to securities, antitrust, contracts, cyber incidents, fraud, business
interruption, and various other potential claims. Insurance and other safeguards will often only partially reimburse us for our
losses, if at all, and if a claim is successful and exceeds or is not covered by our insurance policies, we are responsible for any
shortfall, including if the shortfall is a substantial amount. Because of market conditions, premiums, and deductibles for certain
insurance policies, particularly directors and officers, cyber, and property insurance, have increased substantially across the
industry and may increase further and, in some instances, certain insurance may become unavailable or available only for
reduced amounts of coverage. Moreover, the dollar amount of claims and/or the number of claims we experience also may
increase at any time, which may have the result of further increasing our costs.
Certain losses of a catastrophic nature, such as wars, systemic risk associated with cyber-kinetic warfare, earthquakes,
floods, typhoons, pandemics (such as COVID-19), terrorist attacks, or other similar events may be uninsurable or may only be
insurable at rates that are so high that maintaining coverage would cause an adverse impact on our business, our investment
funds, and their portfolio companies. In general, losses related to terrorism and catastrophic nation-state hacks are becoming
harder and more expensive to insure against. In this respect, some insurers are excluding coverage of terrorist acts and
catastrophic nation-state hacks from their all-risk policies. In some cases, insurers are offering significantly limited coverage
against terrorist acts for additional premiums, which can greatly increase the total cost of casualty insurance for a property or
cyber insurance. As a result, we, our investment funds, and their portfolio companies may not be insured or fully insured
against terrorism or certain other catastrophic losses.
Our portfolio companies also rely on data and processing systems and the secure processing, storage, and transmission
of information including highly sensitive financial, medical, and critical infrastructure data. A disruption or compromise of
these systems, including from a cyber-attack, cyber-incident, or other outage, could have a material adverse effect on the value
of these businesses. Our investment funds may invest in strategic assets having a national or regional profile or in infrastructure
assets, the nature of which could expose them to a greater risk of being subject to a terrorist attack or security breach than other
assets or businesses. Such an event may have adverse consequences on our investment or assets of the same type or may require
portfolio companies to increase preventative security measures or expand insurance coverage. There is increasing regulation of

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data transfers as a national security issue that could limit how we and our portfolio companies are able to utilize data and those
limits could have an adverse effect on our and our portfolio companies’ business results.
Failure to maintain the security of our information and technology networks, including personally identifiable information,
intellectual property, and proprietary business information, could have a material adverse effect on us.
In the ordinary course of our business, we collect and store sensitive data, including our proprietary business
information and intellectual property, and personally identifiable information of our employees, investors, potential investors,
and others, in our data centers, on our networks, on our cloud environments, and with our third-party service providers. Such
data may be subject to U.S. and foreign data protection and privacy laws and other contractual obligations. The secure
processing, maintenance, and transmission of this information are critical to our operations. Although we take various measures
and have made, and will continue to make, significant investments to ensure the integrity of our systems and to safeguard
against such failures or security breaches, including mechanisms for governance, strategy, and risk management, there can be
no assurance that these measures and investments will provide adequate protection. In 2025, Carlyle experienced no material
cyber incidents and responded promptly and effectively to routine events, such as user errors, incidental data leakage, phishing
campaigns, system misconfigurations, software failures, and vendor breach notifications, resulting in no material harm to
Carlyle.
In addition, we, our employees, our investors, and the public have been and expect to continue to be the target of
fraudulent calls and emails, the subject of impersonations, and fraudulent requests for money, including attempts to redirect
material payment amounts to fraudulent bank accounts, and other forms of spam attacks, phishing or other social engineering,
supply chain attacks, ransomware, or other events. We also have been, and could in the future be, the target of a type of wire
transfer fraud known as business email compromise where a third-party seeks to benefit from misrepresenting an employee or
fund investor by improperly authorizing a wire transfer or change in wire instructions. While our policies and procedures have
been largely effective against this fraud to date, a significant actual or potential theft, loss, corruption, exposure, fraudulent use
or misuse of investor, employee, or other personally identifiable or proprietary business data, whether by third parties or as a
result of employee malfeasance or otherwise, noncompliance with our contractual or other legal obligations regarding such data
or intellectual property, or a violation of our privacy and security policies with respect to such data could result in significant
remediation and other costs, fines, litigation, or regulatory actions against us by the U.S. federal and state governments, the
European Union, or other jurisdictions, or by various regulatory organizations or exchanges. Such an event also could disrupt
our operations and the services we provide to investors, damage our reputation, result in a loss of a competitive advantage,
impact our ability to provide timely and accurate financial data, and cause a loss of confidence in our services and financial
reporting, which could adversely affect our business, revenues, competitive position, and investor confidence.
Use of artificial intelligence technology by us could lead to the exposure of our data or other adverse effects and increase
competitive, operational, legal, and regulatory risks in ways that we cannot predict.
The use of artificial intelligence and machine learning technologies (collectively, “AI Technologies”), and the overall
adoption of AI Technologies throughout society, create opportunities for us, our funds, investment vehicles and accounts, and
portfolio companies, as well as new and unpredictable competitive, operational, legal, and regulatory risks. We use and plan to
expand our use of AI Technologies in connection with our business and investment activities and selections, and our portfolio
companies and investments also use such technologies, including but not limited to automation of operational tasks,
identification of investment opportunity, investment due diligence, and investment decision-making. We and our portfolio
companies continue to evaluate the rapidly evolving landscape of AI Technologies. Actual use of AI Technologies varies across
our business, funds and portfolio companies, and investments. While we expect, from time to time, to adopt and adjust usage
policies and procedures governing the use of AI Technologies by our personnel, there is a risk of misuse of such AI
Technologies, failure of such AI Technologies to be available or to perform, and data leakage on account of use of such AI
Technologies, any of which could cause a material harm to us or our portfolio companies. In addition, some of our competitors
may be more successful than us in the development and implementation of new technologies, including services and platforms
based on artificial intelligence to address investor demands or improve operations. If we are unable to adequately advance our
capabilities in these areas, or do so at a slower pace than others in our industry, we may be at a competitive disadvantage.  
In addition, AI Technologies are reliant on the collection and analysis of large amounts of data and complex
algorithms. In this respect, it is not possible or practicable to incorporate all relevant data into models that AI Technologies
utilize to operate. Therefore, it is expected that the data in such models will contain a degree of inaccuracy and error, potentially
to a material degree, and that such data and algorithms could otherwise be inadequate or flawed, which would likely degrade
the effectiveness of AI Technologies and could adversely impact us and our portfolio companies and investments to the extent
we or they rely on AI Technologies. We expect to be involved in the collection of such data only in the context of limited

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custom development of tools supporting bespoke AI product developments, but these tools are likely to contain and produce
inaccurate information from time to time that will be difficult to identify and mitigate. In this respect, reliance on AI-generated
data or analysis that contains “hallucinations” or errors could lead to flawed investment decisions or regulatory reporting
inaccuracies.
The volume and reliance on data and algorithms also make AI Technologies, and in turn us and our portfolio
companies and investments, more susceptible to cybersecurity threats, including data poisoning and the compromise of
underlying models, training data, or other intellectual property. We and our portfolio companies and investments could be
exposed to risks to the extent third-party service providers, or any counterparties use AI Technologies in their business
activities. In this respect, we are not able to control the way third-party products are developed or maintained or the way third-
party services utilizing AI Technologies are provided to us. In addition, AI Technologies may be competitive with the business
of our portfolio companies or increase the potential for obsolescence of a portfolio company’s products or services (particularly
as the capabilities of AI Technologies improve) and, accordingly, the increased adoption and use of AI Technologies may have
an adverse effect on our portfolio companies or their respective businesses. See “Risks Related to Our Company—Operational
risks (including those associated with our business model), system security risks, breaches of data protection, cyberattacks, or
actions or failure to act by our employees or others with authorized access to our networks, including our ability to insure
against such risks, may disrupt our businesses, result in losses, or limit our growth.”
Moreover, use of AI Technologies may include the input of sensitive personal information, trade secrets, and other
protected data by both us and third parties and could result in the exposure of such information, for example, by becoming part
of a dataset that is generally accessible by AI Technologies applications and users. Data sources such as those we license and
those we obtain via our business operations may become unavailable and limit our ability to establish or maintain AI
Technologies, or data sources may seek to enjoin our use or receive a portion of related revenue, which would result in losses
and limit our growth. For example, we may use and market our use of AI Technologies in a manner that changes over time due
to model error rates, staffing issues, compute limitations, or other developments that make prior marketing of our use of AI
Technologies inaccurate, and given the speed of these changes, not inform investors of these changes before they go into effect.
AI Technologies and their current and potential future applications, including in the private investment and financial
sectors, continue to rapidly evolve, and our use of AI Technologies may require compliance with legal or regulatory
frameworks that are not fully developed or tested and which may subject us to litigation and regulatory actions. For example,
the EU has enacted the AI Act and various other jurisdictions have proposed or finalized laws that create regulatory risk around
the use of AI Technologies or threaten to limit or eliminate our ability to use AI Technologies. It is impossible to predict the full
extent of current or future risks related thereto.
Risks Related to Regulation and Litigation
Rapidly developing and changing global data security and privacy laws and regulations could increase compliance costs and
subject us to enforcement risks and reputational damage.
We and our funds’ portfolio companies are subject to various risks and costs associated with the collection, storage,
transmission, and other processing of personal data. This personal data is wide ranging and relates to our investors, employees,
contractors, and other counterparties and third parties. Any inability, or perceived inability, even if unfounded, by us to
adequately address privacy concerns, or comply with applicable privacy laws, regulations, policies, industry standards, or
related contractual obligations, even if unfounded, could result in regulatory and third-party liability, increased costs,
disruptions to business and operations, and reputational damage.
Data security and privacy compliance obligations to which we are subject impose compliance costs on us, which could
increase significantly as laws and regulations evolve globally. Our compliance obligations include those relating to U.S. laws
and regulations, including, among others, state regulations such as the California Privacy Rights Act (“CPRA”), which provides
for enhanced consumer protections for California residents, a private right of action for data breaches and statutory fines, and
damages for data breaches or other California Consumer Privacy Act (“CCPA”) violations, as well as a requirement of
“reasonable” cybersecurity. At the U.S. federal level, the SEC has adopted amendments to Regulation S-P that took effect in
December 2025. These amendments impose operationally challenging notification requirements and deadlines and obligations
to implement written policies and procedures to govern oversight of service providers that will likely increase associated
compliance costs.
Our compliance obligations also include those relating to foreign data collection and privacy laws, including, for
example, the GDPR and U.K. Data Protection Act, as well as laws in many other jurisdictions globally, including Switzerland,

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Japan, Hong Kong, Singapore, India, China, Australia, Canada, and Brazil. Global laws in this area are rapidly increasing in the
scale and depth of their requirements, and are also often extra-territorial in nature. In addition, a wide range of regulators and
private actors are seeking to enforce these laws across regions and borders. We also frequently have privacy compliance
requirements as a result of our contractual obligations with counterparties. These legal, regulatory, and contractual obligations
heighten our data protection and privacy obligations in the ordinary course of conducting our business in the United States and
internationally.
Any inability, or perceived inability, by us or our funds’ portfolio companies to adequately address data protection or
privacy concerns, or comply with applicable laws, regulations, policies, industry standards and guidance, contractual
obligations, or other legal obligations, even if unfounded, could result in significant legal, regulatory, and third-party liability,
increased costs, disruption of our and our funds’ portfolio companies’ business and operations, and a loss of client (including
investor) confidence and other reputational damage. Many regulators have indicated an intention to take more aggressive
enforcement actions regarding data privacy matters, and private litigation resulting from such matters is increasing and resulting
in progressively larger judgments and settlements. In particular, the SEC’s stated examination priorities include an intended
focus on adviser’s policies and procedures, internal controls, oversight of third-party vendors, and governance practices as it
pertains to the safeguarding of customer records. Moreover, as new data protection and privacy-related laws and regulations are
implemented, the time and resources needed for us and our funds’ portfolio companies to comply with such laws and
regulations continues to increase and become a significant compliance workstream.
Extensive regulation of our business affects our activities and creates the potential for significant liabilities and penalties,
and could result in additional burdens on our business.
Our business is subject to extensive regulation, including periodic examinations, inquiries, and investigations, by
governmental agencies and self-regulatory organizations in the jurisdictions in which we operate around the world. These
authorities have regulatory powers dealing with many aspects of financial services, including the authority to grant, and in
specific circumstances to cancel, permissions to carry on particular activities. Many of these regulators, including U.S. and
foreign government agencies and self-regulatory organizations, as well as state securities commissions in the United States, also
are empowered to conduct examinations, inquiries, investigations, and administrative proceedings that can result in fines,
suspensions of personnel, changes in policies, procedures, or disclosure or other sanctions, including censure, the issuance of
cease-and-desist orders, the suspension or expulsion of a broker-dealer or investment adviser from registration or memberships,
or the commencement of a civil or criminal lawsuit against us or our personnel.
In recent years, the financial services industry has been the subject of heightened scrutiny, and the SEC has
specifically focused on private equity and the private funds industry. In this respect, the SEC’s stated examination priorities and
published observations from recent examinations have included, among other things, private equity firms’ collection of fees and
allocation of expenses, their marketing and valuation practices, allocation of investment opportunities, investor side letter terms,
consistency of firms’ practices with disclosures, handling of material non-public information and insider trading, disclosures of
investment risk, conflicts of interest, adherence to notice, consent and other contractual requirements regarding limited
partnership advisory committees, fiduciary standards of conduct, financial technologies, and compliance with the SEC’s
recently adopted rules, including those referenced herein.
In addition, the SEC has proposed and, in some instances, adopted a number of rules related to private funds and
private fund advisors that impact our business and operations. For example, the SEC (in May 2023) and the SEC and CFTC
jointly (in February 2024) adopted changes to Form PF, a confidential form relating to reporting by private fund advisers and
intended to be used by the Financial Stability Oversight Counsel (“FSOC”) for systemic risk oversight purposes, that expand
existing reporting obligations. Such increased obligations may increase our costs, including if we are required to spend more
time, hire additional personnel, or buy new technology to comply effectively.
We also are regularly subject to requests for information, inquiries, and informal or formal investigations by the SEC
and other regulatory authorities, with which we routinely cooperate, and which have included review of historical practices that
were previously examined. Such investigations previously have and may in the future result in penalties and other sanctions.
SEC actions and initiatives can have an adverse effect on our financial results, including as a result of the imposition of a
sanction, a limitation on our or our personnel’s activities, or changing our historic practices. Even if an investigation or
proceeding did not result in a sanction, or the sanction imposed against us or our personnel by a regulator were small in
monetary amount, the adverse publicity relating to the investigation, proceeding, or imposition of these sanctions could harm
our reputation and cause us to lose existing clients or fail to gain new clients.

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Certain states and other regulatory authorities have required investment managers to register as lobbyists, and we have
registered as such in a number of jurisdictions. Other states or municipalities may consider similar legislation or adopt
regulations or procedures with similar effect. These registration requirements impose significant compliance obligations on
registered lobbyists and their employers, which may include annual registration fees, periodic disclosure reports, and internal
recordkeeping.
Financial regulations and changes thereto in the United States could adversely affect our business and the possibility of
increased regulatory focus could result in additional burdens and expenses on our business.
The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), enacted in 2010, has
imposed significant changes on almost every aspect of the U.S. financial services industry, including aspects of our business.
For example, the Dodd-Frank Act added section 13 to the BHC Act, commonly referred to as the “Volcker Rule,” which
restricts relationships and activities of banking organizations with certain private equity funds and hedge funds. Among other
things, the Volcker Rule (together with its implementing regulations) generally prohibits, subject to certain exceptions, any
“banking entity” (generally defined as (i) any insured depository institution, subject to certain exceptions including for a
depository institution that (together with every company that controls it) has $10 billion or less in total consolidated assets and
trading assets and liabilities that are less than 5% of total consolidated assets, (ii) any company that controls such an institution,
(iii) a non-U.S. bank that is treated as a bank holding company for purposes of U.S. banking law, and (iv) any affiliate or
subsidiary of the foregoing entities) from sponsoring, investing in, or conducting certain activities with a fund that is not subject
to the provisions of the 1940 Act in reliance solely upon either Section 3(c)(1) or Section 3(c)(7) of the 1940 Act. The Volcker
Rule also authorizes the imposition of additional capital requirements and certain other quantitative limits on such activities
engaged in by certain nonbank financial companies that have been determined to be systemically important by the FSOC and
subject to supervision by the Federal Reserve, although such entities are not expressly prohibited from sponsoring or investing
in such funds.
In addition, the Dodd-Frank Act imposes a regulatory structure on the “swaps” market, including requirements for
clearing, exchange trading, capital, margin, reporting, and recordkeeping. The CFTC has finalized many rules applicable to
swap market participants, including business conduct standards for swap dealers, reporting and recordkeeping, mandatory
clearing for certain swaps, exchange trading rules applicable to swaps, initial and variation margin requirements for uncleared
swap transactions, and regulatory requirements for cross-border swap activities. These requirements could reduce market
liquidity and adversely affect our business, including by reducing our ability to enter swaps.
The Dodd-Frank Act also authorizes federal regulatory agencies to review and, in certain cases, prohibit compensation
arrangements at financial institutions that give employees incentives to engage in conduct deemed to encourage inappropriate
risk taking by covered financial institutions. On May 16, 2016, the SEC and other federal regulatory agencies proposed a rule
that would apply requirements on incentive-based compensation arrangements of “covered financial institutions,” including
certain registered investment advisers and broker-dealers above a specific asset threshold. This rule, if adopted, could limit our
ability to recruit and retain investment professionals and senior management executives. However, the proposed rule remains
pending and may be subject to significant modifications. In addition, as directed under the Dodd-Frank Act, on October 26,
2022, the SEC adopted final rules under which companies listed on the NYSE and Nasdaq are required to adopt “clawback”
policies that mandate recovery by companies of certain incentive-based compensation awarded to current and former executives
in the event of an accounting restatement.
Our investment adviser affiliates and subsidiaries are required to comply with a variety of periodic reporting and
compliance-related obligations under applicable federal and state securities laws (including, without limitation, the obligation of
such investment adviser and other affiliates to make regulatory filings with respect to the funds and their activities under the
Advisers Act (including, without limitation, Form ADV or Form PF)). Relatedly, we may be required to provide certain
information regarding some of the investors in our funds to regulatory agencies and bodies to comply with applicable laws and
regulations, including the U.S. Foreign Corrupt Practices Act, as amended (“FCPA”) and Freedom of Information Act. In light
of the heightened regulatory environment in which we operate and the regulations applicable to private investment funds and
their investment advisors, it has become increasingly expensive and time-consuming for us and the funds to comply with such
regulatory reporting and compliance-related obligations. For example, Form PF, a confidential form relating to reporting by
private funds and intended to be used for systemic risk oversight purposes, requires that our investment advisers report financial
and other information regarding the funds and their investments. Further changes to any required regulatory reporting with
respect to the funds or our investment advisers could increase the time, costs, and expenses associated therewith. The SEC has
also adopted new or amended rules, some of which remain subject to delays or challenges, that accelerate the filing deadlines
for companies to make filings of beneficial ownership and expand the scope of instances where such a filing is required, require

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certain asset managers to file with the SEC on a monthly basis certain data related to their short sales activity, and require
annual reporting of how they voted on say-on-pay proxy matters.
Increases in the regulations applicable to private investment funds generally or the funds and/or our investment
advisers in particular, only some of which are further described herein, may result in increased expenses, which are expected to
be material, associated with the fund’s activities and additional resources of our investment advisers being devoted to such
regulatory reporting and compliance-related obligations, which may have an adverse effect on us and our operations.
The SEC has also adopted, and has proposed, or may propose, amended rules that would apply to market participants
that we regularly interact with as counterparties or to our other business activities, including broker-dealers’ execution of trades
and clearance and settlement of trades. These rules could affect our business by making it more costly financially or
burdensome for us to engage in certain business transactions. In addition, the SEC has also delayed or postponed the
implementation of previously adopted rules, which creates some uncertainty as to when certain rules will go into effect or
whether such rules will be reproposed or revisited, including with modifications.
In September 2023, the SEC adopted amendments to its fund names rule to require that funds subject to the Investment
Company Act of 1940 whose names suggest that its investments incorporate one or more ESG factors must adopt a policy to
invest at least 80% of their assets consistently with this policy. The compliance date for this amendment to the names rule has
been delayed until at least June 2026 for larger fund complexes.
In August 2024, FinCEN issued a final rule that requires certain investment advisers, including registered investment
adviser, to, among other measures, adopt an anti-money laundering and countering the financing of terrorism (“AML/CFT”)
program and file certain reports, such as suspicious activity reports, with FinCEN and to maintain additional records related to
such activities. The SEC has been delegated responsibility for examining investment advisers’ compliance with these
requirements. On July 21, 2025, FinCEN announced its intention to delay the implementation of the AML/CFT rule until
January 1, 2028, and to revisit the scope of both the AML/CFT rule and a related proposed rule establishing customer
identification program rule requirements for investment advisers. These types of AML/CFT rules, if and when they become
effective, may impose substantial regulatory obligations related to AML/CFT on our business and may result in increased
compliance costs and expenses borne by us, our investment advisers and our funds.
Any current or future proposed rulemakings or rule amendments by the SEC, if adopted, may result in material
alterations to how Carlyle operates its business, and there can be no assurance that such alterations will not have an adverse
effect on Carlyle, its investment advisers, and its funds. The incremental costs of compliance by us, our investment advisers, or
our funds with any new SEC rules may be significant. In particular, any new rules could have a significant effect on registered
investment advisers, including those to private funds, such as Carlyle and our investment advisers, and their operations,
including increasing compliance burdens and associated regulatory costs; increasing litigation risk; reducing the ability to
receive certain expense reimbursements in certain circumstances; increasing the risk of regulatory action, fines, penalties, or
public regulatory sanctions; increasing the cost and availability of reporting; and reducing the availability of service providers
and counterparties and/or increasing the costs associated with obtaining and maintaining relationships with service providers
and counterparties for us, our investment advisers and our funds. Such changes may also result in modifications to our practices
and risk appetite in respect of our investment programs and other operations, which for example, could negatively impact
decision-making and fund performance. In addition, increased disclosure obligations are likely to result in Carlyle, our
investment advisers, and our funds incurring higher costs if such new disclosure obligations require it to spend more time, hire
additional personnel, or buy new technology to comply effectively. Further, new rulemaking could also increase the cost of
insurance, specifically D&O and E&O insurance, or may even make such insurance coverage unavailable.
In addition, existing rules and future rule changes could increase our risk of exposure to additional regulatory scrutiny,
litigation, censure, and penalties for noncompliance or perceived noncompliance, which in turn would be expected to adversely
(potentially materially) affect us and our reputation and to negatively impact our ability to conduct business.
Various federal, state and local agencies have in the past, and may in the future, focus on the role of placement agents,
finders, and other similar service providers in the context of investment by public pension plans and other similar entities,
including investigations and requests for information and, in connection therewith, new and/or proposed rules and regulations in
this arena may increase the possibility that our investment advisers and their affiliates may be exposed to claims and/or actions
that could require an investor to withdraw from a fund. In addition, our investment advisers are subject to Rule 206(4)-5 under
the Advisers Act regarding “pay to play” practices by investment advisers involving campaign contributions and other
payments to government clients and elected officials able to exert influence on such clients. Our broker-dealer entities are

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subject to similar regulations promulgated by FINRA. Any failure on our part to comply with these rules (or similar state or
other rules adopted now or in the future) could expose us to significant penalties, loss of fees, and reputational damage.
There has been growing regulatory interest, particularly in the U.S., UK, and EU (which may be looked to as models
in growth markets), in improving transparency around the role of sustainability in asset managers and issuers’ investment
processes, in order to allow investors to scrutinize, validate and better understand sustainability claims. We, our affiliates, our
funds, and their portfolio companies may be subject to disclosure laws and regulations related to a range of sustainability
matters, including, but not limited to, greenhouse gas emissions; climate change risks; and human rights matters. Impacts may
include those connected with an entity’s own operations and upstream and downstream value chain, including through its
products and services, as well as through its business relationships (the “Sustainability Disclosure Laws”). Compliance with the
Sustainability Disclosure Laws may require the implementation of or changes to systems and procedures for the collection and
processing of relevant data and related internal and external controls, changes to management and/or operational obligations,
and dedication of substantial time and financial resources. The compliance burden and related costs may increase over time.
Failure to comply with applicable Sustainability Disclosure Laws may lead to investigations and audits, fines, other
enforcement action or liabilities, or reputational damage. The SEC has previously brought enforcement actions based on ESG
marketing and disclosures not matching actual investment processes and controls, and there could continue to be enforcement
activity in this area in the future. At the same time, regulators and other stakeholders have increasingly expressed or pursued
opposing views, legislation, and investment expectations with respect to sustainability and diversity, equity, and inclusion
initiatives, including the enactment or proposal of “anti-ESG” and “anti-DEI” legislation or policies. If our practices do not
meet evolving stakeholders’ expectations and standards, or if we are unable to satisfy all stakeholders, our reputation, ability to
attract or retain employees, financial condition, results of operations, and cash flows could be negatively impacted. We,
together with our affiliates, funds, and their portfolio companies, could become subject to additional regulation and/or risk of
regulatory scrutiny in the future, and we cannot guarantee that our current approach will meet future regulatory requirements,
reporting frameworks, or best practices, increasing the risk of related enforcement. Compliance with new requirements also
may lead to increased management burdens and costs for us.
The current regulatory environment in the United States may be impacted by future legislative developments.
Financial services regulation, including regulations applicable to our business, has increased significantly in recent years, and
may in the future be subject to further enhanced governmental scrutiny and/or increased regulation, including resulting from
changes in U.S. executive administration or Congressional leadership. On January 20, 2025, Donald J. Trump and JD Vance
became President and Vice President of the United States, respectively. The nature, timing, and economic effects of potential
future changes to the current legal and regulatory framework affecting financial institutions under the Trump administration is
highly uncertain. None of Carlyle or our affiliates can predict the ultimate impact of the foregoing on us, our business and
investments, or the private equity industry generally, and any prolonged uncertainty could also have an adverse impact on our
business and funds. Future changes may adversely affect our operating environment and therefore our business, operating costs,
financial condition and results of operations. In addition, an extended federal government shutdown resulting from failing to
pass budget appropriations, adopt continuing funding resolutions, or raise the debt ceiling, and other budgetary decisions
limiting or delaying deferral government spending, may negatively impact U.S. or global economic conditions, including
corporate and consumer spending, and liquidity of capital markets.
Carlyle is subject to extensive regulation, including periodic examinations, by governmental agencies and self-
regulatory organizations in the jurisdictions in which it operates around the world. These authorities have regulatory powers
dealing with many aspects of financial services, including the authority to grant, and in specific circumstances to cancel,
permissions to carry on particular activities. Many of these regulators, including U.S. and foreign government agencies and
self-regulatory organizations, as well as state securities commissions in the United States, are also empowered to conduct
investigations and administrative proceedings that can result in fines, suspensions of personnel, changes in policies, procedures,
or disclosure or other sanctions, including censure, the issuance of cease-and-desist orders, the suspension or expulsion of a
broker-dealer or investment adviser from registration or memberships, or the commencement of a civil or criminal lawsuit
against Carlyle or our personnel. Moreover, the SEC has specifically focused on the private investment fund industry. Carlyle is
regularly subject to examinations and requests for information and informal or formal investigations by the SEC and other
regulatory authorities, with which we routinely cooperate and, in the current environment, even historical practices that have
been previously examined are being revisited. Even if an investigation or proceeding did not result in a sanction or the sanction
imposed against Carlyle or our personnel by a regulator were small in monetary amount, the adverse publicity relating to the
investigation, proceeding or imposition of these sanctions could harm Carlyle and our funds. While it is difficult to predict what
impact, if any, the foregoing may have, there can be no assurance that any of the foregoing, whether applicable to Carlyle
specifically, our investment advisers or our funds, would not have a material adverse effect on our funds and their ability to
achieve their investment objectives.

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It is difficult to determine the full extent of the impact on us of any new laws, regulations, or initiatives that may be
proposed or whether any of the proposals will become law. Any changes in the regulatory framework applicable to our
business, including the changes described above, may impose additional costs on us, impact our ability to generate revenue,
require the attention of our senior management, or result in limitations on the manner in which we conduct our business. There
may also be an increase in regulatory investigations of the trading and other investment activities of private funds, including our
investment funds. Compliance with any new laws or regulations could make compliance more difficult and expensive, affect
the manner in which we conduct our business, and adversely affect our profitability. Moreover, existing rules and future rule
changes could increase our risk of exposure to additional regulatory scrutiny, litigation, censure, and penalties for
noncompliance or perceived noncompliance, which in turn would be expected to adversely (potentially materially) affect us and
our reputation and to negatively impact our ability to conduct business. This, in turn, may increase the need for broader
insurance coverage by fund managers, including us.
Regulatory initiatives in jurisdictions outside the United States could adversely affect our business.
Similar to the environment in the United States, the current environment in jurisdictions outside the United States in
which we operate, in particular the EU and the UK, has become subject to an expanding body of regulation. Governmental
regulators and other authorities in the EU and the UK have proposed or implemented a number of initiatives and additional
rules and regulations that could adversely affect our business.
Prudential regimes for EU and UK investment firms. From June 26, 2021, the Investment Firm Regulation and the
Investment Firm Directive (together, “IFR/IFD”) replaced the prudential framework that applied previously to EU investment
firms. IFR/IFD represented a complete overhaul of “prudential” regulation (i.e., capital adequacy, liquidity adequacy,
governance, remuneration policies and practices, public transparency, and regulatory reporting) in the EU and substantially
increased regulatory capital requirements for certain investment firms and imposed more onerous remuneration rules, and
revised and extended internal governance, disclosure, reporting, liquidity, and group “prudential” consolidation requirements
(among other things). IFR/IFD affects AlpInvest BV, one of our subsidiaries, because it is an alternative investment fund
manager in the Netherlands with MiFID top-up permissions to provide investment services. It is possible that, in the future,
CIM Europe also may have to comply with IFR/IFD in relation to its MiFID top-up permissions; however, Luxembourg does
not currently apply the regime to AIFMs with MiFID top-ups.
The UK implemented its own version of IFR/IFD, the Investment Firms Prudential Regime (the “IFPR”), which took
effect from January 1, 2021. The IFPR applies to our subsidiaries that are UK investment firms under the post-Brexit UK-
assimilated Markets in Financial Instruments Directive (as restated, “MiFID II”), namely CECP, CELF, and AlpInvest UK.
Under the IFPR, among other requirements, CECP, CELF, and AlpInvest UK are required to maintain a more onerous policy
on remuneration, set an appropriate ratio between the variable and fixed components of total remuneration, and meet
requirements on the structure of variable remuneration. These requirements may make it more difficult for us to attract and
retain staff in certain circumstances. IFPR also resulted in increased regulatory capital and liquidity adequacy requirements for
CECP, in particular, which may continue to increase the costs of doing business and may impede intra-group capital and cash
flows. Further changes to prudential requirements and remuneration that are likely to be relevant to CECP, CELF, and
AlpInvest UK are expected.
AIFMD . The AIFMD was implemented in most jurisdictions in the EEA on July 22, 2014. The AIFMD regulates
alternative investment fund managers (“AIFMs”) established in the EEA that manage alternative investment funds (“AIFs”).
The AIFMD also regulates and imposes regulatory obligations in respect of the marketing in the EEA by AIFMs (whether
established in the EEA or elsewhere) of AIFs (whether established in the EEA or elsewhere). The UK implemented AIFMD
while it was still a member of the EU and assimilated it into UK law, such that similar requirements continue to apply in the UK
notwithstanding Brexit. Abingworth is authorized in the UK as an AIFM by the FCA. AlpInvest BV, one of our subsidiaries,
obtained authorization in 2015 and is licensed as an AIFM in the Netherlands. Moreover, in 2014, one of our subsidiaries,
Carlyle Real Estate SGR S.p.A, was registered as an AIFM in Italy and in 2018, one of our subsidiaries, CIM Europe, obtained
authorization as an AIFM in Luxembourg.
In April 2024, AIFMD II was adopted and published in the Official Journal, and comes into effect from April 16,
2026, subject to grandfathering periods for certain requirements. AIFMD II imposes a number of amendments to the AIFMD,
including more onerous delegation requirements, enhanced substance requirements, additional liquidity management provisions
for AIFMs to the extent that they manage open-end AIFs, and revised regulatory reporting and investor disclosures
requirements. It also imposes significant new requirements relating to the activities of funds that originate loans (which may
affect a number of our funds), including new restrictions on the structure that such funds may take and leverage limits for funds
with material loan origination activities.

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In addition, AIFMD II introduces new conditions for non-EEA AIFMs, such as certain of our U.S. affiliates, to be able
to make use of the national private placement regimes of EEA states, including a condition that the jurisdiction(s) of the AIFM
and any relevant AIF(s) have not been identified as non-cooperative third countries for tax purposes nor deemed by the EU not
to comply fully with the standards laid down in Article 26 of the OECD Model Tax Convention on Income and on Capital and
thereby to ensure an effective exchange of information in tax matters. This gives rise to a risk that certain of our AIFs may not
be able to take advantage of such regimes to raise capital from EEA investors, potentially with little notice.
Given the significance of AIFMD II as well as its potential impact on the European fund industry framework, we
continue to consider its potential impact on our business, particularly with regard to our funds that engage in loan origination,
delegation of certain AIFM duties to third-countries that may affect both operating models of CIM Europe and AlpInvest BV,
any extension of the directive to third country firms, and a push towards harmonization of the Collective Investment in
Transferable Securities (“UCITS”) and AIFMD frameworks. AIFMD II has the potential to limit market access for our non-EU
funds. Moreover, compliance with AIFMD II may, among other things, increase the cost and complexity of raising capital, slow
the pace of fundraising, limit operations, increase operational costs, and disadvantage our investment funds as bidders for and
potential owners of private companies located in the EEA when compared to non-AIF/AIFM competitors. The changes in
AIFMD II will not be directly replicated in the UK. However, the FCA and HM Treasury are progressing their own reforms to
the UK’s domestic version of AIFMD in 2026, which is expected to increase divergence between the UK and EU regimes and
may increase our operational costs in the future.
CBDF Directive and CBDF Regulation . In August 2021, two main legislative instruments, Directive (EU) 2019/1160
(the “CBDF Directive”) and Regulation (EU) 2019/1156 (the “CBDF Regulation”), came into effect. The CBDF Regulation
and CBDF Directive lay out, among other things, general principles to be adhered to by fund managers when drafting pre-
marketing and marketing communications. The legislative instruments also harmonized the pre-marketing requirements across
the EEA by requiring EU AIFMs to notify their local regulator of their intention to pre-market in certain EEA jurisdictions
within two weeks of pre-marketing having begun. These directives and regulations apply to CIM Europe and AlpInvest BV.
Certain EEA jurisdictions may also allow non-EU AIFMs to submit such notifications and pre-market AIFs.
EU Market Integration Package . On December 4, 2025, the European Commission published a set of wide-ranging
legislative proposals which have collectively been labelled the “Market Integration Package” or “MIP.” The MIP proposals
have the overall objective of further integrating EU financial markets by breaking down barriers to cross-border business. In
addition, the MIP proposals set out to amend (amongst other legislation) AIFMD and the CBDF Directive and the CBDF
Regulation. The MIP proposals are also aimed at harmonizing key obligations that affect market participants operating in the
EU, including marketing and pre-marketing, cross border management of AIFs, delegation and operating requirements, and
investor disclosures and reporting. Although the MIP proposals are intended to reduce complexity, they could have an impact
on the operating requirements of EU AIFMs, including CIM Europe and AlpInvest BV, with respect to potential rules of
conduct and prudential rules, which if implemented in their current form, could increase our compliance costs in future. The
MIP proposals are expected to come into effect, at the earliest, in the second half of 2027. 
Solvency II . The European solvency framework and prudential regime for insurers and reinsurers, under the Solvency
II Directive 2009/138/EC (“Solvency II”), took effect in full on January 1, 2016. Solvency II is a regulatory regime that
imposes economic risk-based solvency requirements across all EU member states and consists of three pillars: Pillar I,
quantitative capital requirements, based on a valuation of the entire balance sheet; Pillar II, qualitative regulatory review, which
includes governance, internal controls, enterprise risk management, and supervisory review process; and Pillar III, market
discipline, which is accomplished through reporting of the insurer’s financial condition to regulators and the public. Solvency II
is supplemented by European Commission Delegated Regulation (E.U.) 2015/35 (the “Delegated Regulation”), other European
Commission “delegated acts” and binding technical standards, and guidelines issued by the European Insurance and
Occupational Pensions Authority. The Delegated Regulation sets out detailed requirements for individual insurance and
reinsurance undertakings, as well as for groups, based on the overarching provisions of Solvency II, which together make up the
core of the single prudential rulebook for insurance and reinsurance undertakings in the European Union.
Solvency II sets out stronger capital adequacy and risk management requirements for European insurers and reinsurers
and, in particular, dictates how much capital such firms must hold against their liabilities and introduces a risk-based
assessment of those liabilities. In addition, Solvency II imposes, among other things, substantially greater quantitative and
qualitative capital requirements for insurers and reinsurers as well as other supervisory and disclosure requirements. While we
are not subject to Solvency II, many of our European insurer or reinsurer fund investors are subject to this directive, as applied
under applicable domestic law. Solvency II also may impact insurers’ and reinsurers’ investment decisions and their asset
allocations. Moreover, insurers and reinsurers are subject to more onerous data collation and reporting requirements. As a
result, Solvency II may have an adverse indirect effect on our businesses by, among other things, restricting the ability of

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