10-K – 2026-02-27 – cg-20251231.htm

European insurers and reinsurers to invest in our funds and imposing on us extensive disclosure and reporting obligations for
those insurers and reinsurers that do invest in our funds. On September 22, 2021, the European Commission published proposed
legislation to amend the Solvency II Directive, which was subsequently approved by the European Parliament and the Council
of the EU. The amending directive was published on January 8, 2025, and its measures take effect (at the latest) from January
30, 2026. The new provisions are aimed at helping insurers to provide more long-term financing for the real economy,
simplifying the rules for smaller and less complex insurers, and maintaining a robust supervisory framework. These
amendments are not expected to be implemented in the UK. Post-Brexit, Solvency II was assimilated into UK law and has
undergone its own reform to simplify the administrative and reporting requirements, reduce costs and widen the categories of
assets which insurers can hold in their portfolios, which entered into force by December 31, 2024. It is unclear at this stage the
extent to which the amendments to Solvency II in the EU and the UK will have an indirect effect on our businesses.
MiFID II . The recast Markets in Financial Instruments Directive and Markets in Financial Instruments Regulation
(collectively referred to as “MiFID II”) came into effect on January 3, 2018. Although the UK has now withdrawn from the EU,
its rules implementing the recast Markets in Financial Instruments Directive continue to have effect and the Markets in
Financial Instruments Regulation has been assimilated into UK law (subject to certain amendments to ensure it operates
properly in a UK-specific context). MiFID II amended the then-existing MiFID regime and, among other requirements,
introduced new organizational and conduct of business requirements for investment firms in the EEA. Certain requirements of
MiFID II also apply to AIFMs with a MiFID “top-up” permission, such as AlpInvest BV and CIM Europe.
MiFID II extended MiFID requirements in a number of areas such as the receipt and payment of inducements
(including investment research), suitability and appropriateness assessments, conflicts of interest, record-keeping, costs and
charges disclosures, best execution, product design and governance, and transaction and trade reporting. Under MiFID II,
national competent authorities also are required to establish position limits in relation to the maximum size of positions that a
relevant person can hold in certain commodity derivatives. The limits apply to contracts traded on trading venues and their
economically equivalent OTC contracts. The position limits established, as amended from time to time, and our ability to rely
on any exemption thereunder may affect the size and types of investments we may make. 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 that would have a detrimental impact on our business. Certain aspects of MIFID II and Markets in
Financial Instruments Regulations (“MiFIR”) are subject to review and change in both the EU and the UK.
Swiss Marketing Regulations . The Swiss Financial Services Act (FinSA) and the Financial Institution Act (FinIA)
came into force on January 1, 2020, with a transition period that ended on December 31, 2021. FinSA seeks to protect clients of
financial service providers and to establish comparable conditions for the provision of financial services by financial service
providers (FSP), and thus contributes to enhancing the reputation and competitiveness of Switzerland’s financial center. FinIA
introduces coordinated supervision for the various categories of financial institutions: portfolio managers, trustees, managers of
collective assets, fund management companies, and securities firms. The Swiss regulations have an impact on the offering and
marketing foreign investment fund shares into Switzerland on a cross-border basis and creates new requirements for financial
service providers.
Anti-Money Laundering . The EU and UK anti-money laundering (“AML”) and counter-terrorist financing (“CTF”)
rules regulate our obligations in respect of customer due diligence measures (“CDD”), among other requirements. Both the EU
and UK regimes are subject to change. A new EU AML and CTF framework is expected to replace the existing Fourth Money
Laundering Directive (EU) 2015/849 (“MLD4”) and to be fully operational by 2028. The new framework seeks to establish a
central European authority for Anti-Money Laundering and Countering the Financing of Terrorism (“AMLA”) and a single EU
AML and CTF rulebook, including more granular and directly applicable rules on CDD. MLD4 is intended to be replaced by
Directive (EU) 2024/1640 (“MLD6”) and Regulation (EU) 2024/1624 (“AML Regulation”), both of which shall apply from
July 10, 2027. Further details are to be included in the form of Regulatory Technical Standards, many of which are expected to
be finalized, at the earliest, in 2026, and to impact our policies and practices. The UK is not implementing equivalent EU
reforms and has consulted separately on amendments to the UK’s AML/CTF regime. Further divergence between the UK and
EU rules relating to AML/CTF is expected, which we continue to monitor and assess and could increase our operating costs.
UK Anti-Fraud Laws . The UK’s Economic Crime and Corporate Transparency Act 2023 (“ECCTA”) has created a
new offense of “failure to prevent fraud” (“FTPF”), which came into effect on September 1, 2025. This new offense is broadly
modeled on existing offenses for “failure to prevent bribery” and “failure to prevent the facilitation of tax evasion.” The FTPF
offense imposes criminal liability on bodies corporate and partnerships meeting specified size thresholds (i.e. “large
organizations”) where an “associate” (i.e., employee, agent, subsidiary undertaking, or person who provides services for or on
behalf of the organization) commits a UK fraud offense. The relevant body will have a defense where it has in place reasonable
fraud prevention policies and procedures (or if it was not reasonable to expect the body to have any prevention procedures in

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place). ECCTA uses complex definitions and, as such, certain of our fund structures and portfolio companies could be in scope.
We continue to consider the potential impact of FTPF on our business and policies and procedures via our periodic risk
assessment processes. 
Securitization Regulation. Regulation (EU) 2017/2402 (the “Securitization Regulation”) is a framework for European
securitizations, which came into effect on January 1, 2019. There is a risk that a non-EU AIFM that markets funds in the EU
that invest in securitization positions could be within scope of certain requirements under the Securitization Regulation. To the
extent a non-EU AIFM is within the scope of the Securitization Regulation, it could only hold a securitization exposure where
the originator, sponsor, or original lender retains 5% of the securitization. If our non-EU AIFMs fall within the scope of the
Securitization Regulation, it could affect the asset values of certain of our funds, force divestment of certain assets at depressed
prices, and increase the operating cost of our CLOs. The UK adopted the Securitization Regulation notwithstanding Brexit but
has since diverged to create a UK-specific regime. The UK’s Securitization Regulations 2024 (“UK Securitization Regulation”)
came into force on November 1, 2024, with transitional provisions applicable to earlier securitizations. The UK Securitization
Regulation differs from the EU’s version in a number of ways, including with respect to due diligence, transparency, and risk-
retention rules. We will continue to monitor the potential application of both the EU and UK securitization regulations to our
investment activities and entities within the group.
ESG and Sustainable Finance Regulation . New regulatory initiatives related to ESG and sustainable finance that are or
will be applicable to us, our funds, and their portfolio companies could adversely affect our business. Our funds and entities are
subject to the EU Sustainable Finance Disclosure Regulation (2019/2088) (the “SFDR”) and a regulation on the establishment
of a framework to facilitate sustainable investment (2020/852) (the “Taxonomy Regulation”). The SFDR requires transparency
with regard to the integration of sustainability risks, the consideration of adverse sustainability impacts, and the provision of
sustainability-related information with respect to alternative investment funds. The Taxonomy Regulation contains criteria for
determining whether economic activities qualify as environmentally sustainable. For that purpose, in-scope asset managers are,
among other things, required to disclose the degree to which financial products invest in environmentally sustainable
investments. Such regulation and guidance are evolving and compliance with new requirements may create additional
compliance burdens and costs to our funds and business, including in respect of SFDR, where the European Union is
undertaking a legislative process to reform SFDR and related regulations.
On November 20, 2025, the European Commission published its proposals for amending the SFDR, which are
commonly referred to as “SFDR 2.0.” These proposals introduce a formal labeling regime subject to eligibility requirements,
among other requirements. SFDR 2.0 is progressing through the EU’s legislative process and is subject to change. The revised
framework will likely be operational in 2028, at the earliest. It is unclear to what extent the changes proposed by SFDR 2.0
could impact our funds, including their investment strategies and portfolio composition in the future. Our funds may be required
to be categorized by reference to different criteria under SFDR 2.0, which may adversely impact future capital raising from
investors and investment returns. Compliance with any new requirements may lead to increased management burdens and costs,
and we cannot guarantee that our current approach to compliance will meet future regulatory requirements, reporting
frameworks, or best practices, which could increase the risk of related enforcement actions.
Commission Delegated Regulation (EU) 2021/1255 amended Delegated Regulation (EU) 231/2013 to require that
sustainability risks are integrated into the investment decision-making, risk management, and compliance functions and
processes of EU AIFMs. These requirements became effective and have applied to us since August 2022. Commission
Delegated Regulation (EU) 2021/1253, amending Regulation (EU) 2017/565, requires, among other things, certain firms to
carry out a mandatory assessment of the sustainability preferences of clients, integrate sustainability into risk management
policies, and consider sustainability factors in the product approval and governance process, which also became effective and
have applied to us since August 2022.
Moreover, on January 5, 2023, the Corporate Sustainability Reporting Directive (“CSRD”) came into force. Broadly,
CSRD amends and strengthens the rules introduced on sustainability reporting for companies, banks, and insurance companies
under the Non-Financial Reporting Directive (2014/95/EU) (“NFRD”). CSRD was expected to require a much broader range of
companies to produce detailed and prescriptive reports on sustainability-related matters within their financial statements,
including large EU companies (including EU subsidiaries of non-EU parent companies), EU and non-EU-companies (including
small and midsize enterprises) with listed securities on EU-regulated markets (except micro-undertakings), and non-EU
companies with significant turnover and a legal presence on EU markets. However, on December 16, 2025, the European
Parliament approved the text of the “Sustainability Omnibus,” which includes amendments (among others) to the CSRD, which
are likely to remove many entities from scope of the reporting requirements. The final text is expected to be published in the
first half of 2026, and we are continuing to assess the impact of the changes on our business, funds and portfolio companies.

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The FCA introduced a regulatory framework that focused on implementing the recommendations of the Financial
Stability Board Taskforce on Climate-related Financial Disclosures (“TCFD”), in particular, by introducing mandatory TCFD-
aligned disclosure requirements for certain FCA authorized firms. These rules are set out in the ESG Sourcebook in the
Business Standards section of the FCA Handbook of Rules and Guidance (“ESG Sourcebook”). The rules capture certain asset
managers including, so far as relevant, certain private fund advisors such as CECP and investment portfolio managers such as
CELF, as well as insurers and FCA-regulated pension providers, with disclosures made annually by June 30, each year.
On November 28, 2023, the UK FCA published rules and guidance for sustainability disclosure requirements (“SDR”)
and sustainability labels for investment products (“PS23/16”), which specifies, among other requirements, an anti-greenwashing
rule and sustainability-related disclosure requirements in respect of certain financial products and firms. The rules have been
added to the ESG Sourcebook and focus on UK managers and UK-managed funds and do not cover overseas managers or
products marketed in the UK. However, the FCA has indicated that it may undertake a further consultation on expanding the
scope of these requirements to potentially cover portfolio managers (particularly discretionary wealth management services,
although the scope of the extension is unclear and could be much broader), overseas products, and pension products, which
could capture more substantively our UK advisors and non-UK entities in future. This regime diverges from other international
sustainability-related disclosure regimes, including the EU SFDR and the SEC proposals. We are monitoring these
developments, particularly how they may impact our businesses. Additional regulatory costs may be incurred if following an
extension, SDR materially applies to our UK or non-UK entities or funds in future. Such new rules may also have an impact on
our fund investment strategies and financial returns, as a result.
Compliance with sustainable finance frameworks of this nature, including the Taxonomy Regulation, the SFDR, and
CSRD, has and will continue to create an additional compliance burden and increased legal, compliance, governance, reporting,
and other costs to us, our funds, and their portfolio companies because of the need to collect certain information to meet the
disclosure requirements, the need to update or develop new policies and processes to meet regulatory requirements and
associated ESG commitments, claims, and initiatives, and changes to the manner in which we, our funds, or their portfolio
companies conduct business. In addition, where there are uncertainties regarding the operation of sustainable finance
frameworks, a lack of official, conflicting, or inconsistent regulatory guidance, a lack of established market practice, and/or data
gaps or methodological challenges affecting the ability to collect relevant data us and our portfolio companies may be required
to engage third-party advisors and/or service providers to fulfill the requirements, thereby exacerbating any increase in
compliance burden and costs.
Appointed Representative Arrangements. Appointed representative arrangements are an area of increased regulatory
focus in the United Kingdom. The FCA has reemphasized the need for principals to take effective responsibility for, and have
appropriate systems in place to adequately supervise, their appointed representatives. CECP is a principal firm that bears
responsibility for CIC. On December 8, 2022, the FCA updated the rules on appointed representatives, which include more
extensive obligations on principal firms, and we have updated our policies and procedures to take account of the amended rules
to ensure CIC and CECP remain compliant. In August 2025, HM Treasury published a policy statement on changes to the UK
Appointed Representatives regime confirming, among other things, that acting as principal for an appointed representative will
require FCA permission. It is currently unclear when such changes will come into effect, and we intend to continue to work
with external counsel and advisors to monitor any related developments and impacts on our business.
Leveraged Transactions. In May 2017, the European Central Bank (“ECB”) issued guidance on leveraged
transactions, which applies to significant credit institutions supervised by the ECB in member states of the Eurozone. Under the
guidance, credit institutions should have in place internal policies that include a definition of “leveraged transactions.” Loans or
credit exposures to a borrower should be regarded as leveraged transactions if: (i) the borrower’s post-financing level of
leverage exceeds a total debt to EBITDA ratio of 4.0 times, or (ii) the borrower is owned by one or more “financial sponsors.”
For these purposes, a financial sponsor is an investment firm that undertakes private equity investments in and/or leveraged
buyouts of companies. Following these guidelines, credit institutions in the Eurozone could in the future limit, delay, or restrict
the availability of credit and/or increase the cost of credit for our investment funds or portfolio companies involved in leveraged
transactions. This policy area remains under close scrutiny and further guidance could be issued on short notice in the future.
For example, the Bank of England’s Financial Stability Board, in 2024, issued its consultation report on leverage in non-bank
financial intermediation (“NBFI”) with policy recommendations for supervisory authorities to monitor and address financial
stability risks from leverage, including: public and private disclosures; activity-based measures such as minimum haircuts and
enhanced margining requirements; entity-based measures such as concentration and large exposure limits and leverage limits;
and adopting an approach of “same risk, same regulatory treatment” for NBFI leverage and leverage from other, similar
exposures.

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CSPD . In March 2018, the European Commission published a proposal for a directive governing credit servicers,
credit purchasers, and the recovery of collateral in connection with loans (the “Credit Servicers and Purchasers Directive” or
“CSPD”). The policy aim behind the CSPD is the development of a well-functioning secondary market for non-performing
loans. The CSPD was finalized and published in the Official Journal of the European Union on December 8, 2021, and entered
into force on December 28, 2021. Member states were required to adopt and apply measures implementing the CSPD by
December 30, 2023, and entities carrying on credit servicing activities from December 30, 2023, were required to obtain
authorization under the CSPD by June 29, 2024.
The CSPD applies to, among others, “credit servicers” and “credit purchasers” and imposes a number of requirements
relating to licensing, conduct of business, and provision of information. The definition of “credit servicer” in the Commission
proposal is sufficiently broad that it could be construed to include asset managers. The Directive limits the scope of the
requirements for credit servicers and credit purchasers to the servicing or purchasing of credit agreements originally issued by a
credit institution established in the European Union or its subsidiaries established in the European Union. This is subject,
however, to individual member state discretion. Such member states may choose to extend the CSPD requirements to credit
agreements that are not issued by an EU credit institution. Subject to the aforementioned potential extension of scope by
individual member states, the servicing of loans originally advanced by credit funds (rather than, for example, an EU bank) fall
outside the scope of the CSPD. Asset managers are unlikely to act as principal credit purchasers. However, they may purchase
in-scope credit agreements as agents on behalf of the funds or separately managed accounts for whom they are acting and
therefore may in practice be required to discharge the associated obligations on behalf of underlying clients. Compliance with
these rules could involve a material cost to our business.
Hong Kong Security Law. On June 30, 2020, the National People’s Congress of China passed a national security law
(the “National Security Law”), which criminalizes certain offenses including secession, subversion of the Chinese government,
terrorism, and collusion with foreign entities. The National Security Law also applies to nonpermanent residents. Although the
extra-territorial reach of the National Security Law remains unclear, there is a risk that the application of the National Security
Law to conduct outside Hong Kong by nonpermanent residents of Hong Kong could limit the activities of or negatively affect
us, our investment funds, and/or portfolio companies. The National Security Law has been condemned by the United States, the
United Kingdom, and several EU countries. The United States and other countries may take action against China, its leaders,
and leaders of Hong Kong, which may include the imposition of sanctions. Escalation of tensions resulting from the National
Security Law, including conflict between China and other countries, protests, and other government measures, as well as other
economic, social, or political unrest in the future, could adversely impact the security and stability of the region and may have a
material adverse effect on countries in which we, our investment funds, and portfolio companies or any of their respective
personnel or assets are located. In addition, any downturn in Hong Kong’s economy could adversely affect our financial
statements and our investments or could have a significant impact on the industries in which we participate, and may adversely
affect our operations, our investment funds, and portfolio companies, including the retention of investment and other key
professionals located in Hong Kong.
Chinese Regulations. In August 2014, the China Securities Regulatory Commission (the “CSRC”), the Chinese
securities regulator, promulgated the Interim Regulations on the Supervision and Administration of Private Investment Funds
(the “CSRC Regulations”). The CSRC Regulations adopt a broad definition of private investment funds, including private
equity funds. In accordance with the CSRC Regulations and other relevant PRC laws, regulations, and authorizations, the
CSRC has become the principal regulator of private equity funds in China. In December 2020, the CSRC further promulgated
Several Provisions on Strengthening the Regulation of Private Investment Funds, pursuant to which the CSRC strengthened its
regulations on private investment funds and private investment fund managers. In July 2023, the State Council of the People’s
Republic of China promulgated the first administrative regulation in the private fund (including private equity and venture
capital funds) sector in China, the Regulations on Supervision and Administration of Private Investment Funds, which took
effect in September 2023 and set out high-level principles and rules regarding major issues in the industry. CSRC has
designated the Asset Management Association of China (the “AMAC”), an industry body, with responsibility to introduce and
promote regulations toward a degree of self-regulation across private equity funds in China. In recent years, regulations,
directives, and guidelines from the AMAC have continued to regulate private investment funds incorporated in China, in
addition to the regulations and directives from the CSRC and the AMAC.
If a private equity fund wishes to accept commitment and/or capital contributions from a PRC governmental body or
authority, that fund also needs to subject itself (including specific conditions regarding the general partner and/or the private
investment fund manager) to the supervision of the National Development and Reform Commission (the “NDRC”) and the
supervision of local governments (if applicable). If a private equity fund wishes to accept commitment and/or capital
contributions from a PRC insurance company, that fund also needs to subject itself (including specific conditions regarding the
general partner and/or the private investment fund manager) to the supervision of the National Financial Regulatory

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Administration (the “NFRA”). In accordance with the NDRC’s regulations and local government regulations (if applicable) on
governmental fund of funds’ participation in equity investment funds, and/or the CBIRC’s regulations on insurance companies,
the private investment fund is subject to requirements relating to the industry focus, investment scope, investment restrictions,
return investment, risk control, and information disclosure. The general partner and/or the private investment fund manager are
also subject to additional restrictions and qualification requirements and are required to fulfill reporting and filing obligations to
the NDRC, the local governments (if applicable) and/or the NFRA (in addition to any reporting or filing obligations to the
CSRC, the AMAC, local financial bureaus, or others). These regulations may have an adverse effect on us and/or our renminbi
( RMB)-denominated investment funds by, among other things, increasing the regulatory burden and costs of raising money for
RMB-denominated investment funds if we admit investors that are regulated by the above regulators.
Data Privacy. Many foreign countries and governmental bodies, including the European Union and other relevant
jurisdictions where Carlyle and our portfolio companies conduct business, have laws and regulations concerning the collection
and use of PII and other data obtained from their residents or by businesses operating within their jurisdiction that are more
restrictive than, and could in some cases conflict with, those in the United States. See “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” for more information .
Other Similar Measures. Our investment businesses are subject to risk that similar measures might be introduced in
other countries in which our investment funds currently have investments or plan to invest in the future, or that other legislative
or regulatory measures that negatively affect their respective portfolio investments might be promulgated in any of the countries
in which they invest. The reporting related to such initiatives may divert the attention of our personnel and the management
teams of our portfolio companies. Moreover, sensitive business information relating to us or our portfolio companies could be
publicly released. See “Risks Related to Our Business Operations— Risks Related to the Assets We Manage— Our funds make
investments in companies that are based outside of the United States, which may expose us to additional risks not typically
associated with investing in companies that are based in the United States” and Item 1 “Business—Regulatory and Compliance
Matters.”
Laws and regulations on foreign direct investment applicable to us and our funds’ portfolio companies, both within and
outside the United States, may make it more difficult for us to deploy capital in certain jurisdictions or to sell assets to
certain buyers.
Several jurisdictions, including the United States, have restrictions on foreign direct investment pursuant to which their
respective heads of state and/or regulatory bodies have the authority to block or impose conditions with respect to certain
transactions, such as investments, acquisitions, and divestitures, if such transaction threatens to impair national security. In
addition, many jurisdictions restrict foreign investment in assets important to national security by taking steps including, but not
limited to, placing limitations on foreign equity investment, implementing investment screening or approval mechanisms, and
restricting the employment of foreigners as key personnel. These U.S. and foreign laws could limit our funds’ ability to invest
in certain businesses or entities or impose burdensome notification requirements, operational restrictions, or delays in pursuing
and consummating transactions. For example, CFIUS has the authority to review transactions that could result in potential
control of, or certain types of non-controlling investments in, a U.S. business or U.S. real estate by a foreign person. In recent
years, legislation has expanded the scope of CFIUS’ jurisdiction to cover more types of transactions and empower CFIUS to
scrutinize more closely investments in certain transactions. CFIUS may recommend that the President block, unwind, or impose
conditions or terms on such transactions, certain of which may adversely affect the ability of the fund to execute on its
investment strategy with respect to such transaction as well as limit our flexibility in structuring or financing certain
transactions. In addition, CFIUS or any non-U.S. equivalents thereof may seek to impose limitations on one or more such
investments that may prevent us from maintaining or pursuing investment opportunities that we otherwise would have
maintained or pursued, which could make it more difficult for us to deploy capital in certain of our funds.
In August 2023, an executive order established an outbound investment screening regime (the “Outbound Order”),
which was intended to regulate or prohibit certain investments by U.S. persons in advanced technology sectors in jurisdictions
that may be designated as a “country of concern.” In January 2025, the current U.S. Presidential administration signed an
Annex to the Outbound Order that identified China, along with the Special Administrative Regions of Hong Kong and Macau,
as a “country of concern.” Similarly, in February 2025, the U.S. Presidential administration issued a memorandum to various
regulatory agencies regarding enhanced restrictions on outbound investments into China, as well as on Chinese investments into
the United States. These actions could negatively impact our ability to raise capital from and deploy capital in such
jurisdictions, including if the administration seeks to expand such limitations to apply to a broader range of activities. In
addition, a number of U.S. states are passing and implementing state laws prohibiting or otherwise restricting the acquisition of

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interests in real property located in the state by foreign persons. These laws may also impact the ability of certain non-U.S.
limited partners to participate in certain of our investment strategies.
Our funds’ investments outside of the United States also may face delays, limitations, or restrictions as a result of
notifications made under and/or compliance with these legal regimes and rapidly changing agency practices. Other countries
continue to establish and/or strengthen their own national security investment clearance regimes, which could have a
corresponding effect of limiting our ability to make investments in such countries. Heightened scrutiny of foreign direct
investment worldwide also may make it more difficult for us to identify suitable buyers for investments upon exit and may
constrain the universe of exit opportunities for an investment in a portfolio company. As a result of such regimes, we may incur
significant delays and costs, be altogether prohibited from making a particular investment, or impede or restrict syndication or
sale of certain assets to certain buyers, all of which could adversely affect the performance of our funds and, in turn, materially
reduce our revenues and cash flow. Complying with these laws imposes potentially significant costs and complex additional
burdens, and any failure by us or our funds’ portfolio companies to comply with them could expose us to significant penalties,
sanctions, loss of future investment opportunities, additional regulatory scrutiny, and reputational harm.
Increasing scrutiny from stakeholders on sustainability matters, including our ESG reporting, exposes us to reputational
and other risks.
We, our funds, and their portfolio companies face increasing public scrutiny related to sustainability and ESG
activities as well as ESG policies, processes, and/or performance, including from fund investors, stockholders, regulators, and
other stakeholders. We and they risk damage to our brand and reputation, if we or they fail or are perceived to have failed to act
responsibly in several areas, such as environmental stewardship, support for local communities, corporate governance and
transparency, and considering ESG factors in our investment processes. In addition, different stakeholder groups have divergent
views on sustainability and ESG-related matters, including in the countries in which we operate and invest, as well as states and
localities where we serve public sector clients. This divergence increases the risk that any action or lack thereof with respect to
ESG matters will be perceived negatively by at least some stakeholders and adversely impact our reputation and business. If we
do not successfully manage various sustainability and ESG-related expectations across the varied interests of our stakeholders,
it could erode stakeholder trust, impact our reputation, and constrain our investment opportunities. Adverse incidents with
respect to sustainability and ESG-related activities or policies, processes, and/or performance, including any statements
regarding the investment strategies of our funds or our funds’ ESG efforts or initiatives that are or are perceived to be
inaccurate or misleading, could impact the value of our brand, or the brands of our funds or their portfolio companies, the cost
of our or their operations, and relationships with investors, all of which could adversely affect our business and results of
operations. In particular, there has been significant negative publicity and investor and regulatory focus on the phenomenon of
“greenwashing” (i.e., making inaccurate or misleading statements regarding the sustainability or ESG-related characteristics of
a product, business, or business practice). We could suffer significant reputational damage and regulatory scrutiny if we are
subject to “greenwashing” accusations, including with respect to statements regarding the investment strategies of our funds or
the ESG or sustainability efforts and initiatives by us, our funds, and our portfolio companies. Such accusations also could
result in litigation and adversely impact our ability to raise capital and attract new investors.
Although we consider application of our sustainability strategy to be an opportunity to enhance or protect the
performance of our investments over the long-term, we cannot guarantee that our sustainability strategy, which depends in part
on qualitative judgments, will positively impact the financial or ESG performance of any individual investment or our funds as
a whole. Similarly, to the extent we engage or a third-party sustainability advisor engages with portfolio companies on material
ESG-related practices and potential enhancements thereto, there is no guarantee that such engagements will improve the long-
term value of the investment. Successful engagement efforts on the part of us or a third-party sustainability or ESG advisor will
depend on our or any such third-party advisor’s ability to identify and analyze material sustainability or ESG-related and other
factors and their value, and there can be no assurance that the strategy or techniques employed will be successful. In addition,
our sustainability strategy, including the associated procedures and practices, is expected to change over time.
We and many of our portfolio companies undertake voluntary reporting on various sustainability matters, including,
for example, GHG emissions, supply chain practices, and human capital management. The standards for tracking and reporting
on sustainability matters are relatively new, have not been harmonized, and continue to evolve and we may fail to successfully
implement or comply with these developing sustainability standards and requirements. Moreover, in conducting ESG reporting,
we may seek to align with particular disclosure frameworks and/or reporting standards, which are evolving. Our selection of
disclosure frameworks and reporting standards may change from time to time and may result in a lack of consistent or
meaningful comparative data from period to period, as well as significant revisions to ESG goals, initiatives, commitments, or
objectives or reported progress in achieving the same. Due to the lack of a single, comprehensive sustainability strategy that is
utilized across all asset managers, we and our portfolio companies may utilize a combination of frameworks or develop

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proprietary frameworks where necessary and relevant. In addition, we and our portfolio companies’ selection of reporting
frameworks or standards, and other methodological choices, such as the use of certain performance metrics, levels of
quantification, value chain reporting, or materiality standards, may vary over time and may not always align with evolving
investor, activist, and regulatory expectations or market practices. We and our portfolio companies may suffer reputational
damage if our or their ESG disclosure is viewed as falling short of best practices or regulatory requirements, or if such reporting
indicates ESG performance that does not meet investor, activist, employee, customer, or other stakeholder expectations. With
respect to both voluntary and mandated ESG disclosures, we and our portfolio companies may not successfully implement
measurement processes and disclosure controls and procedures that meet evolving investor, activist, or regulatory expectations.
In addition, enhancements to such processes and controls may be costly and give rise to significant administrative burdens. For
example, collecting, measuring, and reporting sustainability or ESG-related information and metrics can be costly, difficult, and
time consuming, is subject to evolving reporting standards, and can present numerous operational, reputational, financial, legal,
and other risks. If we or our portfolio companies do not successfully implement controls related to reporting sustainability or
ESG-related information, this could result in legal liability and reputational damage, which could impact our ability to attract
and retain investors and employees.
We are subject to substantial risk of litigation and regulatory proceedings and may face significant liabilities and damage to
our reputation as a result of allegations of improper conduct and negative publicity.
From time to time we, our funds, and our funds’ portfolio companies have been and may be subject to litigation,
including securities class action lawsuits by stockholders, as well as class action lawsuits that challenge our acquisition
transactions and/or attempt to enjoin them. For a discussion of certain legal proceedings to which we are a party, see Note 8 ,
Commitments and Contingencies , to the consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-
K. Any private lawsuits or regulatory actions brought against us and resulting in a finding of substantial legal liability could
materially adversely affect our business, financial condition, or results of operations. In addition, such actions, even if resulting
in a favorable outcome to us, could result in significant reputational harm, which could seriously harm our business.
In recent years, the volume of claims and amount of damages claimed in litigation and regulatory proceedings against
the financial services industry in general have been increasing. The investment decisions we make in our asset management
business and the activities of our investment professionals (including in connection with portfolio companies and investment
advisory activities) may subject us, our funds, and our funds’ portfolio companies to the risk of third-party litigation or
regulatory proceedings arising from investor dissatisfaction with the performance of those investment funds, alleged conflicts of
interest, the suitability or manner of distribution of our products, including to individual investors, the activities of our funds’
portfolio companies, and a variety of other claims.
In addition, to the extent investors in our investment funds suffer losses resulting from fraud, gross negligence, willful
misconduct, or other similar misconduct, investors may have remedies against us, our investment funds, our senior managing
directors, or our affiliates under the federal securities law and/or state law. While the general partners and investment advisers
to our investment funds, including their directors, officers, other employees, and affiliates, are generally indemnified to the
fullest extent permitted by law with respect to their conduct in connection with the management of the business and affairs of
our investment funds, such indemnity does not extend to actions determined to have involved fraud, gross negligence, willful
misconduct, or other similar misconduct. The activities of our capital markets services business also may subject us to the risk
of liabilities to our clients and third parties, including our clients’ stockholders, under securities or other laws in connection
with transactions in which we participate. See “Risks Related to Our Business Operations—Risks Related to the Assets We
Manage—Underwriting, syndicating, and securities placement activities expose us to risks.”
We depend to a large extent on our business relationships and our reputation for integrity and high-caliber professional
services to attract and retain investors and to pursue investment opportunities for our funds. As a result, allegations by private
actors, regulators, or employees of improper conduct by us, even if unfounded, as well as negative publicity and press
speculation about us, may harm our reputation. This could adversely impact our relationships with clients and our fundraising.
In recent years, there has been increased activity on the part of certain activist and other organized groups, with respect to
investments made by private funds. Such groups have at times contacted and otherwise sought to engage with government and
regulatory bodies and fund investors, including public pension funds, on our funds’ investments, which has led to negative
publicity that could harm our reputation. The pervasiveness of social media and public focus on the externalities of business
activities could lead to wider dissemination of adverse or inaccurate information about us, making remediation more difficult
and magnifying reputational risk.

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Our affiliated subsidiaries serve as the general partners of many of our managed funds and could have liability for certain
fund obligations.
Our affiliated subsidiaries serve as a general partner of many of our funds. As such, under applicable law and the fund
partnership agreements, our subsidiaries could have liability for obligations of our funds if such funds have insufficient assets to
pay such obligations themselves, including contractual obligations, obligations to repay fund indebtedness, uninsured
contingent obligations for litigation damages awards, or taxes determined to be owed by the funds. In general, the funds
indemnify us for such obligations; but if the relevant funds’ assets have been depleted or distributed to fund investors, such
fund may be unable to pay such indemnification obligation to us, and we could suffer significant loss and expense.
Employee misconduct could harm us by impairing our ability to attract and retain clients and subjecting us to significant
legal liability and reputational harm. Fraud, deceptive practices, or other misconduct at portfolio companies or service
providers could similarly subject us to liability and reputational damage and also harm performance.
Our employees could engage in misconduct that adversely affects our business. We are subject to a number of
obligations and standards arising from our asset management business and our authority over the assets managed by our asset
management business. The violation of these obligations and standards by any of our employees would adversely affect our
clients and us. Our business often requires that we deal with confidential matters of great significance to companies in which we
may invest. If our employees were to improperly use or disclose confidential information, we could suffer serious harm to our
reputation, financial position, and current and future business relationships. Detecting or deterring employee misconduct is not
always possible, and the extensive precautions we take to detect and prevent this activity may not be effective in all cases.
We are subject to U.S. and foreign anti-corruption and anti-bribery laws, including the U.S. Foreign Corrupt Practices
Act, as amended (“FCPA”), as well as anti-money laundering laws. Any determination that we have violated the FCPA, the EU
and UK anti-money laundering regimes, the UK anti-bribery laws, or other applicable anti-corruption, anti-bribery, or anti-
money laundering laws could subject us to, among other things, civil and criminal penalties or material fines, profit
disgorgement, injunctions on future conduct, securities litigation, and a general loss of investor confidence. Any one of these
could adversely affect our business prospects, financial position, or the price of our common stock. Although the current U.S.
Presidential administration has signed an executive order to pause, subject to certain exceptions, the initiation of new
investigations and enforcement actions under the FCPA, such laws have attracted significant regulatory focus in recent years,
including outside of the United States. For example, the SEC will be responsible for examining investment advisers’
compliance with a U.S. Department of Treasury’s Financial Crimes Enforcement Network (“FinCEN”) rule scheduled to go
into effect January 2028 (delayed from January 2026), which requires registered investment adviser and exempt reporting
advisers to, among other measures, adopt an anti-money laundering and countering the financing of terrorism (“AML/CFT”)
program, file certain reports with FinCEN, and maintain records related to such activities. The application of these rules would
impose significant compliance costs on us. The EU and the UK also are revising their respective anti-money laundering
regimes. The EU’s revised anti-money laundering regime is expected to come into effect as early as June 2026, and the UK has
also significantly expanded the reach of its anti-bribery laws. While we have policies and procedures designed to ensure strict
compliance by us and our personnel with the FCPA and anti-money laundering and other applicable laws, such policies and
procedures may not be effective in all instances to prevent violations. In addition, in light of the executive order to pause
initiation of new FCPA investigations and enforcement actions in the United States, other asset managers, particularly those
who, unlike us, are not subject to the anti-corruption laws of a jurisdiction outside of the United States, may implement changes
to their FCPA or anti-money laundering policies that would provide such managers access to investment opportunities that may
not be available to us because of our current policies and procedures.
Moreover, we may be adversely affected if there is misconduct by personnel of our funds’ portfolio companies or by
such companies’ service providers. For example, financial fraud or other deceptive practices at our funds’ portfolio companies,
or failures by personnel at our funds’ portfolio companies to comply with anti-corruption, anti-bribery, anti-money laundering,
trade and economic sanctions, export controls, anti-harassment, anti-discrimination, or other legal and regulatory requirements,
could subject us to, among other things, civil and criminal penalties or material fines, profit disgorgement, injunctions on future
conduct and securities litigation, and could also cause significant reputational and business harm to us. Such misconduct may
undermine our due diligence efforts with respect to such portfolio companies and could negatively affect the valuations of the
investments by our funds in such portfolio companies. Losses to our funds and us could also result from misconduct or other
actions by service providers, such as administrators, consultants, or other advisors, if such service providers improperly use or
disclose confidential information, misappropriate funds, or violate legal or regulatory obligations. We also may face an
increased risk of such misconduct to the extent our funds’ investment in non-U.S. markets, particularly emerging markets,
increases.

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Certain policies and procedures implemented to mitigate potential conflicts of interest and address certain regulatory
requirements may reduce the synergies across our various businesses and inhibit our ability to maintain our collaborative
culture.
We consider our culture and the ability of our professionals to communicate and collaborate across funds, industries,
and geographies one of our significant competitive strengths. As a result of the expansion of our platform into various lines of
business in the asset management industry, our acquisition of new businesses, and the growth of our managed account business,
we are subject to a number of actual and potential conflicts of interest and subject to greater regulatory oversight than if we had
one line of business. For example, certain regulatory requirements mandate us to restrict access by certain personnel in our
funds to information about certain transactions or investments being considered or made by those funds. In addition, as we
continue to expand our platform, the allocation of investment opportunities among our investment funds is expected to become
more complex. In addressing these conflicts and regulatory requirements across our various businesses, we have and may
continue to implement certain policies and procedures, such as information barriers. As a practical matter, the establishment and
maintenance of such information barriers means that collaboration between our investment professionals across various
platforms or with respect to certain investments may be limited, reducing potential synergies that we cultivate across these
businesses. For example, although we maintain ultimate control over Carlyle AlpInvest, we have established an information
barrier between the management teams at Carlyle AlpInvest and the rest of Carlyle. See “Risks Related to Our Business
Operations—Risks Related to the Assets We Manage—Carlyle AlpInvest is subject to additional risks.” In addition, we may
come into possession of material non-public information with respect to issuers in which we may be considering making an
investment. Consequently, we may be precluded from providing such information or other ideas to our other businesses that
could benefit from such information.
Our failure to deal appropriately with conflicts of interest in our investment business could damage our reputation and
adversely affect our businesses.
As we have expanded, and continue to expand, the number and scope of our businesses, we increasingly confront
potential conflicts of interest relating to our funds’ investment activities. In this respect, investment manager conflicts of interest
continue to be a significant area of focus for regulators and the media. Because of our size and the variety of businesses and
investment strategies that we pursue, we may face a higher degree of scrutiny compared with investment managers that are
smaller or focus on fewer asset classes. Certain of our funds may have overlapping investment objectives, including funds that
have different fee structures and/or investment strategies that are more narrowly focused. Potential conflicts may arise with
respect to allocation of investment opportunities among us, our funds, and our affiliates, including to the extent that the fund
documents do not mandate a specific investment allocation. For example, we may allocate an investment opportunity that is
appropriate for two or more investment funds in a manner that excludes one or more funds or results in a disproportionate
allocation based on factors or criteria that we determine, such as sourcing of the transaction, specific nature of the investment,
or size and type of the investment, and ability to execute quickly, among other factors. We also may decide to provide a co-
investment opportunity to certain investors in lieu of allocating more of that investment to our funds or vice versa. In addition,
the challenge of allocating investment opportunities to certain funds may be exacerbated as we expand our business to include
more lines of business, including more public vehicles. Allocating investment opportunities appropriately frequently involves
significant and subjective judgments. The risk that fund investors or regulators could challenge allocation decisions as
inconsistent with our obligations under applicable law, governing fund agreements, or our own policies cannot be eliminated.
Moreover, the perception of noncompliance with such requirements or policies could harm our reputation with fund investors.
In addition, we may cause different funds to invest in a single portfolio company, for example, where the fund that
made an initial investment no longer has capital available to invest. We also may cause different funds that we manage to
purchase different classes of securities in the same portfolio company. For example, one of our CLO funds could acquire a debt
security issued by the same company in which one of our private equity funds owns common equity securities. A direct conflict
of interest could arise between the debt holders and the equity holders if such a company were to develop insolvency concerns,
and we would have to carefully manage that conflict. A decision to acquire material non-public information about a company
while pursuing an investment opportunity for a particular fund gives rise to a potential conflict of interest when it results in our
having to restrict the ability of other funds to take any action with respect to that company. Our affiliates or portfolio companies
may be service providers or counterparties to our funds or portfolio companies and receive fees or other compensation for
services that are not shared with our fund investors. In such instances, we may be incentivized to cause our funds or portfolio
companies to purchase such services from our affiliates or portfolio companies rather than an unaffiliated service provider even
though a third-party service provider could potentially provide higher quality services or offer them at a lower cost. In addition,
conflicts of interest may exist in the valuation of our funds’ investments, as well as the personal trading of employees and the
allocation of fees and expenses among us, our funds and their portfolio companies, and our affiliates. Moreover, in certain,
infrequent instances we may purchase an investment alongside one of our investment funds or sell an investment to one of our

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investment funds and conflicts may arise in respect of the allocation, pricing, and timing of such investments and the ultimate
disposition of such investments. A failure to appropriately deal with these conflicts, among others, could negatively impact our
reputation and ability to raise additional funds or result in potential litigation or regulatory action against us. Any steps taken by
the SEC to preclude or limit certain conflicts of interest would make it more difficult for our funds to pursue transactions that
may otherwise be attractive to the fund and its investors, which may adversely impact fund performance.
Risks Related to Our Business Operations
Risks Related to the Assets We Manage
The asset management business is intensely competitive.
The asset management business is intensely competitive. Competition is based on a variety of factors, including
investment performance, quality of client service, investor availability of capital and willingness to invest, fund terms
(including fees and liquidity terms), brand recognition, and business reputation. Our asset management business competes with
a number of private funds, specialized investment funds, funds structured for individual investors, and other sponsors managing
pools of capital, as well as corporate buyers, traditional asset managers, commercial banks, investment banks, and other
financial institutions (including sovereign wealth funds). W e expect that competition will continue to increase. For example,
certain traditional asset managers have developed their own private equity and private wealth platforms and are marketing other
asset allocation strategies as alternatives to our investments. A number of factors serve to increase our competitive risks,
including, among others:
• a number of our competitors have greater financial, fundraising, technical, research, marketing, and other
resources and more personnel than we do;
• some of our funds may not perform as well as competitors’ funds or other available investment products;
• several of our competitors have significant amounts of capital, and many of them have similar investment
objectives to ours, which may create additional competition for investment opportunities and may reduce the
size and duration of pricing inefficiencies that many alternative investment strategies seek to exploit;
• some of our competitors, particularly strategic competitors, may have a lower cost of capital, which may be
exacerbated by limits on the deductibility of interest expense;
• some of our competitors may have access to funding sources that are not available to us, which may create
competitive disadvantages for us with respect to investment opportunities;
• some of our competitors may be subject to less regulation and, accordingly, may have more flexibility to
undertake and execute certain businesses or investments than we do and/or bear less compliance cost than us;
• some of our competitors may have more flexibility than us in raising certain types of investment funds under
the investment management contracts they have negotiated with their investors;
• some of our competitors may have higher risk tolerances, different risk assessments, or lower return
thresholds, which could allow them to consider a wider variety of investments and to bid more aggressively
than us for investments that we want to make or to seek exit opportunities through different channels;
• some of our competitors may be more successful than us in development of new or customized products to
address investor demand for new or different investment strategies and/or regulatory changes, including with
respect to private credit products and products that are developed for individual investors or that target
insurance capital;
• in order to broaden distribution of their private wealth products, some of our competitors may be willing to
pay higher placement, servicing, or other forms of distributor fees, which may adversely impact the amount of
capital we are able to raise in the private wealth channel;

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• there are relatively few barriers to entry impeding new alternative asset managers, and the successful efforts
of new entrants, including former “star” portfolio managers at large diversified financial institutions as well
as such institutions themselves, is expected to continue to result in increased competition;
• some of our competitors may have better expertise or be regarded by investors as having better expertise in a
specific asset class or geographic region than we do;
• corporate buyers may be able to achieve synergistic cost savings in respect of an investment, which may
provide them with a competitive advantage relative to us when bidding for an investment;
• some investors may prefer to invest with an investment manager that is not publicly traded or is smaller, with
a more limited number of investment products; and
• other industry participants will, from time to time, seek to recruit our investment professionals and other
employees away from us.
In addition, technological innovation, including the use of artificial intelligence, has the potential to disrupt the
financial industry and change the way financial institutions, including asset managers, do business. Some of our competitors
may be more successful than we are in the development and implementation of new technologies, including services and
platforms based on artificial intelligence, to address investor demand 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.
We also may lose investment opportunities in the future if we do not match investment prices, structures, products, or
terms offered by competitors. Alternatively, we may experience decreased rates of return and increased risks of loss if we match
investment prices, structures, products, and terms offered by competitors. Moreover, if we are forced to compete with other
asset managers on the basis of price, we may not be able to maintain our current fund fee and carried interest terms. We have
historically competed primarily on the performance of our funds, and not on the level of our fees or carried interest relative to
those of our competitors. However, there is a risk that fees and carried interest in the investment management industry will
decline, without regard to the historical performance of a manager. In addition, as part of a shift in the distribution arrangements
in the private wealth industry, certain third-party intermediaries have sought to revise existing, or implement new, fee
arrangements that align their fees with the initial amount or ongoing net asset value of capital invested through the intermediary
in the applicable vehicle. While the extent of this shift going forward is uncertain, the costs associated with the distribution of
certain of our private wealth products have increased, and there may be further increases in distribution costs for these and
future products. The reduction of net management fees or performance allocations we receive, including as a result of new fee
arrangements, or the incurrence of higher costs in connection with product distribution, without corresponding decreases in our
cost structure, would adversely affect the profitability of impacted products. Certain of the third-party intermediaries on whom
we rely to distribute our investment products also sell their own competing proprietary investment products, which could limit
the distribution of our products.
Moreover, the attractiveness of our investment funds relative to investments in other investment products could
decrease depending on economic conditions. Any new or incremental regulatory measures for the U.S. financial services
industry may increase costs and create regulatory uncertainty and additional competition for many of our funds. Conversely,
regulatory measures aimed at reducing burden on U.S. banks, such as less onerous bank regulatory capital requirements, may
create additional competition for certain of our credit strategies. 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.”
These competitive pressures could adversely affect our ability to make successful investments and limit our ability to
raise future investment funds, either of which would adversely impact our business, revenue, results of operations, and cash
flow.
Poor performance of our investment funds would cause a decline in our revenue, income, and cash flow, may obligate us to
repay carried interest previously paid to us, and could adversely affect our ability to raise capital for future funds.
In the event that any of our investment funds were to perform poorly, our revenue, income, and cash flow would
decline. Investors could also demand lower fees or fee concessions for existing or future funds, which would likewise decrease
our revenue or require us to record an impairment of intangible assets and/or goodwill in the case of an acquired business. In

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some of our funds, such as our carry funds, a reduction in the value of the portfolio investments held in such funds could result
in a reduction in the carried interest we earn or in our management fees. In our CLOs, defaults or downgrades of the CLOs’
underlying collateral obligations could cause failures of certain over collateralization tests and the potential for insufficient
funds to pay expected management fees on any such CLO, which would result in either a temporary deferral or permanent loss
of such management fees. See “Risks Related to Our Business Operations—Risks Related to the Assets We Manage—Our
CLO business and investment into CLOs involves certain risks.”
We also could experience losses on our investment of our own capital into our funds as a result of poor performance
by our investment funds. If, as a result of poor performance of later investments in a carry fund’s life, the fund does not achieve
certain investment returns for the fund over its life, we will be obligated to repay the amount by which carried interest that was
previously distributed to us exceeds the amount to which we are ultimately entitled. These repayment obligations may be
related to amounts previously distributed to our senior Carlyle professionals prior to the completion of our initial public
offering, with respect to which our stockholders did not receive any benefit. See “Risks Related to Our Business Operations—
Risks Related to the Assets We Manage—We may need to pay “giveback” obligations if and when they are triggered under the
governing agreements with our investors” and Note 8 , Commitments and Contingencies , to the consolidated financial
statements in Part II, Item 8 of this Annual Report on Form 10-K.
Poor performance of our investment funds could make it more difficult for us to raise new capital. Investors in our
funds may decline to invest in future investment funds we raise. Investors and potential investors in our funds continually assess
our investment funds’ performance, and our ability to raise capital for existing and future investment funds and avoid excessive
redemption levels will depend on our investment funds’ continued satisfactory performance. Accordingly, poor fund
performance has in the past deterred and may in the future deter investment in our funds and thereby decrease the capital
invested in our funds and, ultimately, our management fee revenue.
Moreover, from time to time, we may pursue new or different investment strategies and expand into geographic
markets and businesses that may not perform as expected and result in poor performance by us and our investment funds,
despite our initial investment thesis. In addition to the risk of poor performance, such activity may subject us to several risks
and uncertainties, including risks associated with the possibility that we have insufficient expertise to engage in such activities
profitably or without incurring inappropriate amounts of risk; the diversion of management’s attention from our core business;
known or unknown contingent liabilities, which could result in unforeseen losses for us and our funds; the disruption of
ongoing businesses; and compliance with additional regulatory requirements.
The historical returns attributable to our funds, including those presented in this Annual Report on Form 10-K, should not
be considered as indicative of the future results of our funds or of our future results or of any returns expected on an
investment in our common stock.
We have presented in this Annual Report on Form 10-K information relating to the historical performance of our
investment funds. The historical and potential future returns of the investment funds that we advise, however, are not directly
linked to returns in our common stock. Therefore, any continued positive performance of the investment funds that we advise
will not necessarily result in positive returns on an investment in our common stock. However, poor performance of the
investment funds that we advise would cause a decline in our revenue from such investment funds and could therefore have a
negative effect on our performance, our ability to raise future funds, and in all likelihood the returns on an investment in our
common stock.
Moreover, with respect to the historical returns of our investment funds:
• our historical returns derive largely from the performance of our existing funds, and we may create new funds
in the future that reflect a different asset mix and different investment strategies, as well as a varied
geographic and industry exposure as compared to our present funds, and any such new funds could have
lower returns than our existing or previous funds;
• the performance of our carry funds reflects our valuation of the unrealized investments held in those funds
using assumptions that we believe are reasonable under the circumstances, but the actual realized return on
these investments will depend on, among other factors, future operating results and the value of assets and
market conditions at the time of disposition all of which may differ from the assumptions on which the
valuations in our historical returns are based, which may adversely affect the ultimate value realized from
those unrealized investments;

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• in recent years, there has been increased competition for private equity investment opportunities resulting
from the increased amount of capital invested in alternative investment funds, high liquidity in debt markets,
and strong equity markets, and the increased competition for investments may reduce our returns in the
future;
• the rates of returns of some of our funds in certain years have been positively influenced by a number of
investments that experienced rapid and substantial increases in value following the dates on which those
investments were made, which may not occur with respect to future investments;
• our investment funds’ returns in some years have benefited from investment opportunities and general market
conditions, including lower interest rates and rates of inflation than present market conditions, that may have
been significantly more favorable for generating positive performance than current market conditions or
market conditions that we may experience in the future and may not repeat themselves;
• our current or future investment funds might not be able to avail themselves of comparable investment
opportunities or market conditions, and the circumstances under which our funds may make future
investments may differ significantly from those conditions prevailing in the past;
• newly established funds may generate lower returns during the period that they take to deploy their capital,
which may result in little or no carried interest due to performance hurdles; and
• the introduction of fund-level leverage in certain more recent funds has increased the rates of returns in those
funds compared to what they would have been without the use of such leverage.
Our performance in recent years generally has benefited from recent high multiples and asset prices. In the current
market environment, we expect that earning such returns on new investments will be much more difficult than in the past and
the future internal rate of return for any current or future fund may vary considerably from the historical internal rate of return
generated by any particular fund or for our funds as a whole. Future returns also will be affected by the risks described
elsewhere in this Annual Report on Form 10-K, including risks of the industries and businesses in which a particular fund
invests. See Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations—
Segment Analysis—Fund Performance Metrics” for additional information.
Risk management activities may adversely affect the return on our and our funds’ investments.
When managing our exposure to market risks, we may (on our own behalf or on behalf of our funds) from time to time
use forward contracts, options, swaps, caps, collars, and floors or pursue other strategies or use other forms of derivative
instruments to limit our exposure to changes in the relative values of investments that may result from market developments,
including changes in prevailing interest rates, currency exchange rates, and commodity prices. The use of derivative financial
instruments and other risk management strategies may not be properly designed to hedge, manage, or otherwise reduce the risks
we have identified. In addition, we may not be able to identify, or may not have fully identified, all applicable material market
risks to which we are exposed. We may also choose not to hedge, in whole or in part, any of the risks that have been identified.
The success of any hedging or other derivatives transactions generally will depend on our ability to correctly predict market
changes, the degree of correlation between price movements of a derivative instrument, the position being hedged, the
creditworthiness of the counterparty, and other factors, some of which may be beyond our ability to hedge. As a result, while
we may enter into a transaction in order to reduce our exposure to market risks, the unintended market changes may result in
poorer overall investment performance than if it had not been executed. Such transactions may also limit the opportunity for
gain if the value of a hedged position increases.
While such hedging arrangements may reduce certain risks, such arrangements themselves may entail certain other
risks. These arrangements may require the posting of cash collateral at a time when a fund has insufficient cash or illiquid assets
such that the posting of the cash is either impossible or requires the sale of assets at prices that do not reflect their underlying
value. In addition, if our derivative counterparties or clearinghouses fail to meet their obligations with respect to the posting of
cash collateral, our efforts to mitigate certain risks may be ineffective. Moreover, these hedging arrangements may generate
significant transaction costs, including potential tax costs, that reduce the returns generated by a fund.
In addition, the regulation of derivatives and commodity interest transactions in the United States and other countries
is a rapidly changing area of law and is subject to ongoing modification by governmental and judicial action. Newly instituted
and amended regulations could significantly increase the cost of entering into derivative contracts (including through

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requirements to post collateral, which could negatively impact available liquidity), materially alter the terms of derivative
contracts, reduce the availability of derivatives to protect against risks, reduce our ability to restructure our existing derivative
contracts, and increase our exposure to less creditworthy counterparties. The CFTC also may in the future require certain
foreign exchange products to be subject to mandatory clearing, which could increase the cost of entering into currency hedges.
Trade negotiations and related government actions may create regulatory uncertainty for our funds’ portfolio companies
and our investment strategies and adversely affect the profitability of our funds’ portfolio companies.
In recent years, the U.S. government has indicated its intent to alter its approach to international trade policy and, in
some cases, to renegotiate, or potentially terminate, certain existing bilateral or multi-lateral trade agreements and treaties with
foreign countries, and has made proposals and taken actions related thereto. For example, the U.S. government has imposed,
and may in the future further increase, tariffs on certain foreign goods from China, Canada, Mexico, and certain European
countries, among other countries. The administration has also threatened or targeted a broader array of countries with punitive
trade measures, such as universal steel and aluminum tariffs and reciprocal tariffs. Some foreign governments, including China,
Canada, and Mexico, have threatened or instituted retaliatory tariffs on certain U.S. goods. While the United States has reached
an agreement with several countries to either delay or lower the imposition of such tariffs, the administration has also indicated
that they could be reinstated. Tariffs on goods imported from China, Canada, Mexico, and Europe could further increases costs,
decrease margins, and reduce the competitiveness of products and services offered by current and future portfolio companies.
Such tariffs could adversely affect the revenues and profitability of select companies whose businesses rely on goods imported
from countries that are subject to significant tariffs. Further governmental actions related to the imposition of tariffs or other
trade barriers or changes to international trade agreements or policies in respect of other jurisdictions could also have a similar
adverse impact.
In addition, the United States has implemented several economic sanctions programs and export controls that
specifically target Chinese entities and nationals on national security grounds, including, for example, with respect to China’s
response to political demonstrations in Hong Kong and China’s conduct concerning the treatment of Uyghurs and other ethnic
minorities in its Xinjiang province. The United States has also implemented certain sanctions against entities participating in
China’s military industrial complex and providing support to the country’s military, intelligence, and surveillance apparatuses.
These sanctions impose certain restrictions on U.S. persons and entities buying or selling publicly traded securities of
designated entities. Further trade escalation between the United States and China, the countries’ inability to reach further trade
agreements, or the continued use of reciprocal sanctions by each country, may negatively impact opportunities for investment as
well as the rate of global growth, particularly in China, which has and continues to exhibit signs of slowing growth. Such
slowing growth could adversely affect the revenues and profitability of our funds’ portfolio companies.
Moreover, there is uncertainty as to further actions that may be taken under the current U.S. Presidential administration
with respect to U.S. trade policy, including with respect to tariffs on goods from Canada and Mexico, among other countries.
See “Risks Related to Our Business Operations—Risks Related to the Assets We Manage—Our funds make investments in
companies that are based outside of the United States, which may expose us to additional risks not typically associated with
investing in companies that are based in the United States.”
Our business depends in large part on our ability to raise capital from third-party investors. A failure to raise capital from
third-party investors on attractive fee terms, or at all, would impact our ability to collect management fees or deploy such
capital into investments and potentially collect carried interest, which would materially reduce our revenue and cash flow
and adversely affect our financial condition.
Our ability to raise capital from third-party investors depends on a number of factors, such as economic and market
conditions (including the level of interest rates and stock market performance) and the asset allocation rules or investment
policies to which such third-party investors are subject. These factors could inhibit or restrict the ability of third-party investors
to make investments in our funds or the asset classes in which our funds invest. For example, lawmakers across a number of
states have put forth proposals or expressed intent to take steps to reduce or minimize the ability of their state pension funds to
invest in alternative asset classes, including by proposing to increase the reporting or other obligations applicable to their state
pension funds that invest in such asset classes. Such proposals or actions would potentially discourage investment by such state
pension funds in alternative asset classes by imposing meaningful compliance burdens and costs on them, which could
adversely affect our ability to raise capital from such state pension funds. Other states could potentially take similar actions,

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which may further impair our access to capital from an investor base that has historically represented a significant portion of
our fundraising.
In addition, volatility in the valuations of investments has in the past and may in the future affect our ability to raise
capital from third-party investors. To the extent periods of volatility are coupled with a lack of realizations from investors’
existing portfolios, such investors may be left with disproportionately outsized remaining commitments to a number of
investment funds. This significantly limits such investors’ ability to make new commitments to third-party managed investment
funds such as those managed by us. In addition, during periods of market volatility, investor subscription requests may be
reduced and investor redemption or repurchase requests may be elevated in products that permit redemption or repurchase of
investor interests. Certain of our investment vehicles that are available to individual investors are also subject to state
registration requirements that impose limits on the proportion of such investors’ net worth that can be invested in our products.
These restrictions may limit such investors’ ability or willingness to allocate capital to such products and adversely affect our
fundraising in the private wealth channel. See “Risks Related to Our Business Operations—Risk Related to the Assets Re
Manage—Third-party investors in substantially all of our carry funds have the right to remove the general partner of the fund
for cause, to accelerate the liquidation date of the investment fund without cause by a simple majority vote, and to terminate the
investment period under certain circumstances and investors in certain of the investment funds we advise may redeem their
investments. These events would lead to a decrease in our revenues, which could be substantial.”
Likewise, our ability to raise new funds could be hampered if the general appeal of alternative investments were to
decline. An investment in a limited partner interest in an alternative investment fund is generally more illiquid and the returns
on such investment may be more volatile than an investment in securities for which there is a more active and transparent
market. In periods of positive markets and low volatility, for example, investors may favor passive investment strategies such as
index funds over our actively managed investment vehicles. Similarly, during periods of high interest rates, investors may favor
investments that are generally viewed as producing a risk-free return, such as treasury bonds, over investments in our products,
particularly if the spread between the products declines. Alternative investments could also fall into disfavor because of
concerns about liquidity and short-term performance. In particular, such concerns could be exhibited by public pension funds,
which have historically been among the largest investors in alternative assets. Many public pension funds are significantly
underfunded, and their funding problems have been, and may in the future be, exacerbated by economic downturn. Concerns
with liquidity could cause such public pension funds to reevaluate the appropriateness of alternative investments. Moreover, our
ability to raise capital from third parties outside of the United States could be limited to the extent the other countries impose
restrictions or limitations on outbound foreign investment.
Certain institutional investors are also demonstrating a preference to insource their own investment professionals and
to make direct investments in alternative assets without the assistance of alternative asset advisers like us. Such institutional
investors may become our competitors and could cease to be our clients. As some existing investors cease or significantly
curtail making commitments to alternative investment funds, we may need to identify and attract new investors to maintain or
increase the size of our investment funds. We may be unable to find or secure commitments from those new investors and the
fee terms of the commitments from such new investors may not be consistent with the fees historically paid to us by our
investors. If economic conditions were to deteriorate or if we are unable to find new investors, we might raise less than our
desired amount for a given fund. In addition, as we seek to expand into other asset classes, we may be unable to raise enough
capital to adequately support such businesses. A failure to successfully raise capital could materially reduce our revenue and
cash flow and adversely affect our financial condition.
In connection with raising new funds or making additional investments in existing funds, we negotiate terms for such
funds and investments with existing and potential investors. The outcome of such negotiations could result in our agreement to
terms that are materially less favorable to us than for prior funds we have managed, or funds managed by our competitors,
including with respect to management fees, incentive fees, and/or carried interest, which could have an adverse impact on our
revenues. Such terms could also restrict our ability to raise investment funds with investment objectives or strategies that
compete with existing funds, add additional expenses and obligations for us in managing the fund, or increase our potential
liabilities, all of which could ultimately reduce our revenues.
While we have no obligation to modify any of our fees with respect to our existing funds, we may experience pressure
to do so in our funds, including in response to regulatory focus by the SEC on the quantum and types of fees and expenses
charged by private funds. We have confronted and expect to continue to confront requests from a variety of investors and
groups representing investors to decrease fees, which could result in a reduction in the fees and carried interest we earn.

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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.
Although individual investors have been part of our historic distribution efforts, we have increasingly undertaken
business initiatives to increase the number and type of investment products we offer to high-net-worth individuals, family
offices, and mass affluent investors in the United States and other jurisdictions around the world. In particular, we create
investment products designed for investment by individual investors in the United States, some of whom are not accredited
investors, or similar investors in non-U.S. jurisdictions, including in certain markets in Europe and Asia-Pacific . In certain
instances, our funds are distributed to such investors indirectly through third-party managed vehicles sponsored by brokerage
firms, private banks, or third-party feeder providers, and in other instances directly to the clients of private banks, independent
investment advisors, and brokers.
Accessing individual investors and offering products directed at such investors exposes us to greater levels of risk,
including heightened litigation and regulatory enforcement, an increased compliance burden, and more complex administration
and accounting operations. We may be subject to claims related to matters such as the adequacy of disclosures, appropriateness
of fees, suitability, and board of directors’ oversight, each of which could result in civil lawsuits, regulatory penalties, and
enforcement actions. Our registered investment advisers also could be subject to direct or derivative claims from a fund’s
investors or board of directors for alleged mismanagement of the fund. In addition, regulatory requirements imposing
limitations on the ability of affiliates of certain of our vehicles to engage in certain transactions may limit our funds’ ability to
engage in otherwise attractive investment opportunities.
To the extent distribution of such products is through new channels and markets, including through an increasing
number of distributors with whom we engage, we may not be able to effectively monitor or control the manner of their
distribution, which could result in litigation or regulatory action against us, including with respect to, among other things,
claims that products distributed through such channels are distributed to investors for whom they are unsuitable, claims related
to conflicts of interest or the adequacy of disclosure to investors, or claims that the products are distributed in a manner
inconsistent with our regulatory requirements or otherwise inappropriate manner. In addition, regulation applicable to our
arrangements with such distributors and channels increases the compliance burden associated with onboarding new distributors
or pursuing new distribution channels, resulting in increased cost and complexity. Although we engage in due diligence and
onboarding procedures that seek to uncover issues relating to the third-party channels through which individual investors access
our investment products, we do not control and have limited information regarding many of these third-party channels.
Therefore, we are exposed to risks of reputational damage, regulatory scrutiny, and legal liability to the extent such third parties
improperly sell our products to investors. This risk is heightened by the continuing increase in the number of third parties
through whom we distribute our investment products around the world and who we do not control. For example, in certain
instances, we may be viewed by a regulator as responsible for the content of materials prepared by third parties.
Likewise, there is a risk that our employees involved in the direct distribution of our products, or employees who
engage with independent advisors, brokerage firms, and other third parties around the world involved in distributing our
products, do not follow our compliance and supervisory procedures. In addition, the distribution of such products, including
through new channels whether directly or through market intermediaries, could expose us to allegations of improper conduct
and/or actions by state and federal regulators in the United States and regulators in jurisdictions outside of the United States.
Such allegations or actions may be with respect to, among other things, product suitability, distributor eligibility, investor
classification, compliance with securities laws, conflicts of interest, and the adequacy of disclosure to investors to whom our
products are distributed through those channels.
As we expand the distribution of products to individual investors outside of the United States, we are increasingly
exposed to risks in non-U.S. jurisdictions. In addition to risks similar to those that we face in the United States, securities laws
and other applicable regulatory regimes may be extensive, complex, and vary by jurisdiction. In addition, the distribution of
products to individual investors outside of the United States may involve complex structures (such as distributor-sponsored
feeder funds or nominee/omnibus investors) and market practices that vary by local jurisdiction. As a result, this expansion
subjects us to additional complexity, litigation, and regulatory risk.
Our initiatives to expand our individual investor base, including marketing, creating, and maintaining the types of
products and vehicles that individual investors may invest in, may not be successful. Such initiatives include the hiring of
additional personnel and the implementation of new operational, technological, compliance, and other systems and processes,
each of which require significant time, effort, and resources. In addition, in light of the August 2025 Executive Order on
Democratizing Access to Alternative Assets for 401(k) Investors, there may be significant future opportunity for the alternative
asset management industry to increase the distribution of products to individual investors. Accordingly, we are likely to face

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significant competition in addressing such opportunity, which will require us to spend substantial time, effort, and resources,
and may not ultimately be successful in increasing distribution of our products in this channel.
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.
In connection with raising new funds or securing additional investments in existing funds, we negotiate terms for such
funds and investments with existing and potential investors. The outcome of such negotiations could result in our agreement to
terms that are materially less favorable to us than the terms of prior funds we have advised or funds advised by our competitors.
Such terms could restrict our ability to raise investment funds with investment objectives or strategies that compete with
existing funds, reduce fee revenues we earn, reduce the percentage of profits on third-party capital that we share in or add
expenses and obligations for us in managing the fund, or increase our potential liabilities, all of which could ultimately reduce
our profitability. In addition, a change in terms that increases the amount of fee revenue the fund investors are entitled to could
result in a significant decline in revenue generated from transaction fees. In particular, if our fund investors do not continue to
agree that we are permitted to retain fees we derive from capital markets transactions involving our portfolio companies, the
ability of our GCM group to produce fee revenue could be significantly hindered.
In addition, as institutional investors increasingly consolidate their relationships with investment firms and competition
becomes more acute, we may receive more requests to modify the terms of our new funds, including reductions in management
fees. Any agreement to changes in terms less favorable to us could result in a material decrease in our profitability.
Moreover, certain institutional investors have publicly criticized certain fund fee and expense structures, including
management fees. We have received and expect to continue to confront requests from a variety of investors and groups
representing investors to decrease fees and to modify our carried interest and incentive fee structures, which could result in a
reduction in or delay in the timing of receipt of the fees and carried interest and incentive fees we earn. In addition to
negotiating the overall fund rate of the management fees offered, certain fund investors have negotiated alternative management
fee structures in several of our investment funds. For example, certain funds have offered a management fee rate discount for
certain investors that came into the first closing of each fund. In certain cases, we have agreed to charge management fees based
on invested capital or net asset value as opposed charging management fees on committed capital. Further, the SEC’s focus on
certain fund fee and expense arrangements may lead to increased publicity that could cause fund investors to further resist
certain fees and expense reimbursements. Any modification of our existing fee or carry arrangements or the fee or carry
structures for new investment funds could adversely affect our results of operations. See “Risks Related to Our Business
Operations—Risks Related to the Assets We Manage—The asset management business is intensely competitive.”
We may need to pay “giveback” obligations if and when they are triggered under the governing agreements with our
investors.
At the end of the life of any of our Global Private Equity and Global Credit carry funds (or earlier with respect to
certain of our funds), we may be obligated to repay an amount equal to the extent to which carried interest that previously was
distributed to us exceeds the amounts to which we are ultimately entitled. This includes situations in which the carry fund has
not achieved investment returns that exceed the preferred return threshold or the general partner receives net profits over the life
of the fund in excess of its allocable share under the applicable partnership agreement. This repayment obligation is known as a
“giveback” obligation.
When payment of a giveback obligation is anticipated (or “realized”), the portion of this liability that is expected to be
borne by the common stockholders (i.e., the amount not expected to be funded by Carlyle professionals) has the effect of
reducing our Distributable Earnings. Any remaining giveback obligation required to be funded on behalf of our funds would
generally be due upon the liquidation of the remaining assets from the funds.
Although a giveback obligation is specific to each person who received a distribution, and not a joint obligation, the
governing agreements of our funds generally provide that to the extent a recipient does not fund his or her respective share, then
we may have to fund such additional amounts beyond the amount of carried interest we retained, although we generally will
retain the right to pursue any remedies that we have under such governing agreements against those carried interest recipients
who fail to fund their obligations. We have historically withheld a portion of the cash from carried interest distributions to
individual senior Carlyle professionals and other employees as security for their potential giveback obligations. We may need to
use or reserve cash to repay such giveback obligations instead of using the cash for other purposes. See Part I, Item 1 “Business
—Structure and Operation of Our Investment Funds—Incentive Arrangements / Fee Structure” and Part II, Item 7
“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Contractual Obligations—

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Contingent Obligations (Giveback)” and Notes 2 , Summary of Significant Accounting Policies , and 8 , Commitments and
Contingencies , to the consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K.
Third-party investors in substantially all of our carry funds have the right to remove the general partner of the fund for
cause, to accelerate the liquidation date of the investment fund without cause by a simple majority vote, and to terminate the
investment period under certain circumstances and investors in certain of the investment funds we advise may redeem their
investments. These events would lead to a decrease in our revenues, which could be substantial.
The governing agreements of almost all of our carry funds, other than our Carlyle AlpInvest funds as discussed below,
provide that, subject to certain conditions, third-party investors in those funds have the right to remove the general partner of
the fund for cause or to accelerate the liquidation date of the investment fund without cause by a simple majority vote. In
addition, our investment vehicles that are structured as “funds of one,” or separately managed accounts, have a single investor
or a few affiliated investors that typically have the right to terminate the investment period or cause a dissolution of the vehicle
under certain circumstances. These actions would result in a reduction in management fees we would earn from such
investment funds, vehicles, or accounts, and could result in a significant reduction in the expected amounts of total carried
interest and incentive fees from those investment funds, vehicles, or accounts. Carried interest and incentive fees could be
significantly reduced as a result of our inability to maximize the value of investments by an investment fund during the
liquidation process or in the event of the triggering of a “giveback” obligation. Finally, the applicable investment funds,
vehicles, or accounts would cease to exist after completion of liquidation and winding-up.
In addition, the governing agreements of certain of our investment funds provide that in the event certain “key
persons” in our investment funds do not meet specified time commitments with regard to managing the fund (for example,
certain of the investment professionals serving on the investment committee or advising the fund), then investors have the right
to vote to terminate the investment period by a simple majority vote in accordance with specified procedures, accelerate the
withdrawal of their capital on an investor-by-investor basis, or the fund’s investment period will automatically terminate and
the vote of a simple majority of investors is required to restart it. While we believe that our investment professionals have
appropriate incentives to remain in their respective positions, based on equity ownership, profit participation, and other
contractual provisions, we are not able to guarantee the ongoing participation of the management team members in respect of
our funds. In addition to having a significant negative impact on our revenue, earnings, and cash flow, the occurrence of a key
person event with respect to any of our investment funds would likely result in significant reputational damage to us and could
negatively impact our future fundraising efforts.
Carlyle AlpInvest funds generally provide for automatic suspension of the investment period if there is a key person
event with the vote of a supermajority of investors required to restart it and the right of a simple majority or a supermajority of
investors to remove the general partner with cause and, in some cases, without cause, but generally have not provided for
liquidation without cause.
Moreover, because our investment funds generally have an adviser that is registered under the Advisers Act, the
management agreements of each of our investment funds would be terminated upon an “assignment” to a third-party of these
agreements without appropriate investor consent, which assignment may be deemed to occur in the event these advisers were to
experience a change of control. We cannot be certain that consents required to assignments of our investment management
agreements will be obtained if a change of control occurs. “Assignment” of these agreements without investor consent could
cause us to lose the fees we earn from such investment funds.
Third-party investors in our investment funds with commitment-based structures may not satisfy their contractual obligation
to fund capital calls when requested by us, which could adversely affect a fund’s operations and performance.
Investors in our carry funds make capital commitments to those funds that we are entitled to call from those investors
at any time during prescribed periods. We depend on investors fulfilling their commitments when we call capital from them in
order for those funds to consummate investments and otherwise pay their obligations (for example, management fees) when
due. Any investor that did not fund a capital call would generally be subject to several possible penalties, including having a
significant amount of its existing investment forfeited in that fund. However, the impact of the penalty is directly correlated to
the amount of capital previously invested by the investor in the fund and if an investor has invested little or no capital, for
instance, early in the life of the fund, then the forfeiture penalty may not be as meaningful. Investors also may negotiate for
lesser or reduced penalties at the outset of the fund, thereby inhibiting our ability to enforce the funding of a capital call. Our
use of subscription lines of credit to purchase an investment prior to calling capital from fund investors could increase the
prevalence of defaulting limited partners. Should the value of an investment funded through a fund line-of-credit decline,
particularly early in a fund’s life cycle where minimal capital has been contributed by the fund’s investors, a limited partner

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may decide not to fund its commitment. In addition, third-party investors typically use distributions from prior investments to
meet future capital calls. In cases where valuations of investors’ existing investments fall and the pace of distributions slows,
investors may be unable to make new commitments to third-party managed investment funds such as those advised by us. If
investors were to fail to satisfy a significant amount of capital calls for any particular fund or funds, the operation and
performance of those funds could be materially and adversely affected.
In addition, our failure to comply with applicable pay-to-play laws, regulations, and/or policies adopted by a number
of states and municipal pension funds, as well as the New York Attorney General’s Public Pension Fund Reform Code of
Conduct, may, in certain instances, excuse a public pension fund investor from its obligation to make further capital
contributions relating to all or any part of an investment or allow it to withdraw from the fund. If a public pension fund investor
were to seek to be excused from funding a significant amount of capital calls for any particular fund or funds, the operation and
performance of those funds could be materially and adversely affected.
Valuation methodologies for certain assets in our funds can involve subjective judgments, and the fair value of assets
established pursuant to such methodologies may be incorrect, which could result in the misstatement of fund performance
and accrued performance allocations.
There are often no readily ascertainable market prices for a substantial majority of illiquid investments of our
investment funds. We determine the fair value of the investments of each of our investment funds at least quarterly based on the
fair value guidelines set forth by generally accepted accounting principles in the United States (“U.S. GAAP”). The fair value
measurement accounting guidance establishes a hierarchal disclosure framework that ranks the observability of market inputs
used in measuring financial instruments at fair value. The observability of inputs is impacted by a number of factors, including
the type of financial instrument, the characteristics specific to the financial instrument, and the state of the marketplace,
including the existence and transparency of transactions between market participants. Financial instruments with readily
available quoted prices, or for which fair value can be measured from quoted prices in active markets, will generally have a
higher degree of market price observability and a lesser degree of judgment applied in determining fair value.
Investments for which market prices are not observable include, but are not limited to, illiquid investments in operating
companies, real estate, energy ventures, infrastructure projects, structured vehicles, and other funds, and encompass all
components of the capital structure, including equity, mezzanine, debt, preferred equity, and derivative instruments such as
options and warrants. Fair values of such investments are determined by reference to the market approach (i.e., multiplying a
key performance metric of the investee company or asset, such as EBITDA, by a relevant valuation multiple observed in the
range of comparable public entities or transactions, adjusted by management as appropriate for differences between the
investment and the referenced comparables), the income approach (i.e., discounting projected future cash flows of the investee
company or asset and/or capitalizing representative stabilized cash flows of the investee company or asset), and other
methodologies such as prices provided by reputable dealers or pricing services, option pricing models, replacement costs, and
estimates of net asset value for fund interests.
The determination of fair value using these methodologies takes into consideration a range of factors including but not
limited to the price at which the investment was acquired, the nature of the investment, local market conditions, the multiples of
comparable securities, comparable market transactions, current and projected operating performance, and financing transactions
subsequent to the acquisition of the investment. These valuation methodologies involve a significant degree of subjective
management judgment. For example, as to investments that we share with another sponsor, we may apply a different valuation
methodology or factors or derive a different value than such other sponsor does and/or derive a different value than the other
sponsor has derived on the same investment, which could cause some investors and regulators to question our valuations. In this
respect, the SEC continues to focus on issues related to valuation of private investment vehicles, including consistent
application of the methodology, disclosure, and conflicts of interest, in its enforcement, examination, and rulemaking activities.
Because there is significant uncertainty in the valuation of, or in the stability of the value of, illiquid investments, the
fair values of such investments as reflected in an investment fund’s net asset value do not necessarily reflect the prices that
would be obtained by us on behalf of the investment fund when such investments are realized. Realizations at values
significantly lower than the values at which investments had been reflected in prior fund net asset values would result in
reduced earnings or losses for the applicable fund, and potentially the loss of carried interest and incentive fees. Changes in
values attributed to investments from quarter to quarter may result in volatility in the net asset values and results of operations
that we report from period to period. In addition, a situation where asset values turn out to be materially different than values
reflected in prior fund net asset values could cause investors to lose confidence in us, which could in turn result in difficulty in
raising additional funds.

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While the fair values of investments in our funds are generally determined quarterly, certain of our products are
required to determine net asset values on a more frequent basis, such as monthly or daily, for purposes of establishing the price
at which the fund sells its units. While the investment values in these funds are adjusted to incorporate the latest financial
information as well as broader market-driven events, there is risk that rapidly changing market conditions or material events
may not be immediately reflected in the respective fund’s net asset value used for pricing.
The due diligence process that we undertake in connection with investments by our funds may not reveal all facts that may
be relevant in connection with an investment.
When evaluating a potential business or asset for investment, we conduct due diligence that we deem reasonable and
appropriate based on the facts and circumstances applicable to such investment. In particular, when conducting due diligence,
we may be required to evaluate important and complex issues, including but not limited to those related to business, financial,
credit risk, tax, accounting, sustainability, legal, and regulatory and macroeconomic trends. With respect to sustainability, the
nature and scope of our diligence will vary based on the investment, but may include a review of, among other things: energy
management, air and water pollution, land contamination, human capital management, human rights, employee health and
safety, accounting standards, and bribery and corruption. Selecting and evaluating such factors is subjective by nature, and there
is no guarantee that the criteria utilized or judgment exercised by us or a third-party specialist (if any) will reflect the policies or
preferred practices of any particular investor or align with the practices of other asset managers or with market trends. The
materiality of various risks and impact of such risks on an individual potential investment or portfolio as a whole depend on
many factors, including the relevant industry, geography and asset class, and the nature of the investment. Outside consultants,
legal advisers, accountants, and investment banks may be involved in the due diligence process in varying degrees depending
on the type of investment. The due diligence investigation that we will carry out with respect to any investment opportunity
may not reveal or highlight all relevant facts (including fraud) or risks that may be necessary or helpful in evaluating such
investment opportunity, and we may not identify or foresee future developments that could have a material adverse effect on an
investment, including, for example, potential factors, such as technological disruption of a specific company or asset, or an
entire industry, including as a result of the rapid development and implementation of AI Technologies. See “Risks Related to
our Company—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.”
In addition, some matters covered by our diligence, such as sustainability, are continuously evolving, and we may not
accurately or fully anticipate such evolution. The framework we may use to evaluate certain diligence considerations may not
represent a universally recognized standard for assessing such considerations. For example, AIFMD requires us to identify,
measure, manage, and monitor sustainability risks relevant to the funds managed by our EU AIFMs and take into account
sustainability risks when performing investment due diligence. Such requirements may make our funds less attractive to
investors, and any non-compliance with such requirements may subject us to regulatory action. Moreover, when conducting due
diligence on investments, including with respect to investments made by our funds, we rely on the resources available to us and
information supplied by third parties, including information provided by the target of the investment. The information we
receive from third parties may not be accurate or complete and therefore we may not have all the relevant facts and information
necessary to properly assess and monitor our funds’ investment.
We may be unable to consummate or successfully integrate development opportunities, acquisitions, or joint ventures that
we pursue.
We may, from time to time, seek to engage in selective development or acquisition of asset management businesses or
other businesses complementary to our business where we think we can add substantial value or generate substantial returns.
We may not be able to identify or consummate such opportunities, including due to competition for such opportunities, our
ability to accurately value such opportunities, and the need to negotiate acceptable terms and obtain requisite approvals and
licenses from relevant governmental authorities, for such opportunities. In addition, even if we are able to identify and
successfully complete an acquisition, we may encounter unexpected difficulties or incur unexpected costs associated with
integrating and overseeing the operations of the new businesses.
Dependence on significant leverage in investments by our funds could adversely affect our ability to achieve attractive rates
of return on those investments.
Many of our carry funds’ investments rely heavily on the use of leverage, and our ability to achieve attractive rates of
return on investments will depend on our ability to access sufficient sources of indebtedness at attractive rates. For example, in
many private equity investments, indebtedness may constitute and historically has constituted up to 70% or more of a portfolio
company’s or real estate asset’s total debt and equity capitalization, including debt that may be incurred in connection with the

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investment, whether incurred at or above the investment-level entity. The absence of available sources of sufficient debt
financing for extended periods of time could therefore materially and adversely affect our Global Private Equity businesses.
An increase in either the general levels of interest rates or in the risk spread demanded by sources of indebtedness
would make it more expensive to finance those investments, thereby reducing returns. While increases in interest rates may lead
to higher risk adjusted returns for our Global Credit business, when coupled with restrictions on the deductibility of interest
expense, such increases also may lead to higher default rates and lower valuations of existing assets and cause deployment of
capital to slow, cash flow issues, and/or credit challenges if such interest rates have not otherwise been fixed or hedged.
Increases in interest rates also could make it more difficult to locate and consummate private equity investments because other
potential buyers, including operating companies acting as strategic buyers, may be able to bid for an asset at a higher price due
to a lower overall cost of capital or their ability to benefit from a higher amount of cost savings following the acquisition of the
asset. 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.” In
addition, a portion of the indebtedness used to finance private equity investments often includes leveraged loans and high-yield
and other debt securities issued in the public capital markets and debt instruments privately placed with institutional investors in
the private capital markets. Availability of capital from the leveraged loan, high-yield, and private debt markets is subject to
significant volatility, and there may be times when we might not be able to access those markets at attractive rates, or at all,
when completing an investment. Certain investments also may be financed through borrowings on fund-level debt facilities,
which may or may not be available for a refinancing at the end of their respective terms. Moreover, to the extent there is a
reduction in the availability of financing for extended periods of time, the purchasing power of a prospective buyer may be
more limited, adversely impacting the fair value of our funds’ investments and thereby reducing the acquisition price. Finally,
recent developments in U.S. and international tax policy have significantly limited the availability of income tax deductions for
interest payments on leverage used to finance some of our funds’ investments. Interest deductibility rules continue to evolve,
and further restrictions and changes are anticipated in the U.S. and other jurisdictions. 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.” Su ch restrictions could reduce the after-tax rates of return on
the affected investments, which may have an adverse impact on our business and financial results.
Investments in highly leveraged entities also are inherently more sensitive to declines in revenue, increases in expenses
and interest rates, and adverse economic, market, and industry developments. Moreover, the incurrence of a significant amount
of indebtedness by an entity could, among other things:
• subject the entity to a number of restrictive covenants, terms, and conditions, any violation of which could be
viewed by creditors as an event of default and could materially impact our ability to realize value from the
investment;
• allow even moderate reductions in operating cash flow to render the entity unable to service its indebtedness,
leading to a bankruptcy or other reorganization of the entity and a loss of part or all of the equity investment
in it;
• give rise to an obligation to make mandatory prepayments of debt using excess cash flow, which might limit
the entity’s ability to respond to changing industry conditions to the extent additional cash is needed for the
response, to make unplanned but necessary capital expenditures, or to take advantage of growth opportunities;
• limit the entity’s ability to adjust to changing market conditions, thereby placing it at a competitive
disadvantage compared to its competitors that have relatively less debt;
• limit the entity’s ability to engage in strategic acquisitions that might be necessary to generate attractive
returns or further growth; and
• limit the entity’s ability to obtain additional financing or increase the cost of obtaining such financing,
including for capital expenditures, working capital or other general corporate purposes.

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As a result, the risk of loss associated with a leveraged entity generally is greater than for companies with
comparatively less debt. Similarly, the leveraged nature of the investments of our real assets funds increases the risk that a
decline in the fair value of the underlying real estate or tangible assets will result in their abandonment or foreclosure.
When our Global Private Equity funds’ portfolio investments reach the point when debt incurred to finance those
investments matures in significant amounts and must either be repaid or refinanced, those investments may suffer materially if
they have not generated sufficient cash flow to repay maturing debt and there is insufficient capacity and availability in the
financing markets to permit them to refinance maturing debt on satisfactory terms, or at all. If a limited availability of financing
for such purposes were to persist for an extended period of time, when significant amounts of the debt incurred to finance our
Global Private Equity funds’ portfolio investments came due, these funds could be materially and adversely affected.
Many of our Global Credit funds may choose to use leverage as part of their respective investment programs and
regularly borrow a substantial amount of their capital. The use of leverage poses a significant degree of risk and enhances the
possibility of a significant loss in the value of the investment portfolio. A fund may borrow money from time to time to
purchase or carry securities or may enter into derivative transactions (such as total return swaps) with counterparties that have
embedded leverage. The interest expense and other costs incurred in connection with such borrowing may not be recovered by
appreciation in the securities purchased or carried and will be lost, and the timing and magnitude of such losses may be
accelerated or exacerbated, in the event of a decline in the market value of such securities. Gains realized with borrowed funds
may cause the fund’s net asset value to increase at a faster rate than would be the case without borrowings. However, if
investment results fail to cover the cost of borrowings, the fund’s net asset value could also decrease faster than if there had
been no borrowings. Increases in interest rates also could decrease the value of fixed-rate debt investment that our investment
funds make. In addition, to the extent that any changes in tax law make debt financing less attractive to certain categories of
borrowers, this could adversely affect the investment opportunities for our credit-focused funds.
Any of the foregoing circumstances could have a material adverse effect on our results of operations, financial
condition, and cash flow.
High interest rates and challenging debt market conditions have negatively impacted and could continue to negatively
impact the values of certain assets or investments and the ability of our funds and their portfolio companies to access the
capital markets, which could adversely affect investment and realization opportunities, lead to lower-yielding investments,
and potentially decrease our net income.
In 2022 and 2023, in light of increasing inflation, the U.S. Federal Reserve increased interest rates eleven times. Since
September 2024, the Federal Reserve has reduced the policy rate by 175 basis points as of December 31, 2025 . However, going
forward, base interest rates may not decline as much as anticipated or could even increase again if inflation does not converge
sufficiently towards its target. Persistently large fiscal deficits and high levels of economywide capital expenditures have
increased longer-dated yields even as the Federal Reserve has reduced the policy rate. Credit spreads, which currently sit near
historic lows, could widen and thus increase the all-in financing rate even with reduced policy rates. Rising interest rates create
downward pressure on the price of real estate and the value of fixed-rate debt investments made by our funds. In addition, our
funds have faced, and could continue to face, difficulty in realizing value from investments due to sustained challenges in the
exit environment. Finally, shifts in interest rate trajectories that do not align with existing market expectations may
subsequently spark equity and credit market volatility that negatively affects portfolio company, asset, and fund-level
performance.
An increase in interest rates has and could continue to increase the cost of debt financing for the transactions our funds
pursue. In addition, a significant contraction or weakening in the market for debt financing or other adverse change relating to
the terms of debt financing (such as, for example, higher equity requirements and/or more restrictive covenants), particularly in
the area of acquisition financings for private equity and real estate transactions, could have a material adverse effect on our
business. For example, a portion of the indebtedness used to finance certain fund investments often includes high-yield debt
securities issued in the capital markets. Availability of capital from the high-yield debt markets is subject to significant
volatility, and there may be times when we might not be able to access those markets at attractive rates, or at all, when
completing an investment. Moreover, the financing of acquisitions or the operations of our funds’ portfolio companies with
debt may become less attractive due to limitations on the deductibility of corporate interest expense. See “Risks Related to
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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.”
If our funds are unable to obtain committed debt financing for potential acquisitions, can only obtain debt financing at
an increased interest rate or on unfavorable terms, or the ability to deduct corporate interest expense is substantially limited, our
funds may face increased competition from strategic buyers of assets who may have an overall lower cost of capital or the
ability to benefit from a higher amount of cost savings following an acquisition, or may have difficulty completing otherwise
profitable acquisitions or may generate profits that are lower than would otherwise be the case, each of which could lead to a
decrease in our funds’ performance and, therefore, our revenues. In addition, rising interest rates, coupled with periods of
significant equity and credit market volatility, may potentially make it more difficult for us to find attractive opportunities for
our funds to exit and realize value from their existing investments.
Our funds’ portfolio companies also regularly utilize the corporate debt markets to obtain financing for their
operations. To the extent monetary policy, tax, or other regulatory changes or difficult credit markets render such financing
difficult to obtain, more expensive, or otherwise less attractive, this may also negatively impact the financial results of those
portfolio companies and, therefore, the investment returns on our funds. In addition, to the extent that market conditions and/or
tax or other regulatory changes make it difficult or impossible to refinance debt that is maturing in the near term, some of our
funds’ portfolio companies may be unable to repay such debt at maturity and may be forced to sell assets, undergo a
recapitalization, or seek bankruptcy protection.
Our asset management activities involve investments in relatively illiquid assets, and we may fail to realize any profits from
these activities for a considerable period of time.
Many of our investment funds invest in securities that are not publicly traded. In many of those cases, our investment
funds may be prohibited by contract or by applicable securities laws from selling such securities for a period of time. Our
investment funds will generally not be able to sell these securities publicly unless their sale is registered under applicable
securities laws, or unless an exemption from such registration is available. The ability of many of our investment funds,
particularly our private equity funds, to dispose of investments is heavily dependent on the public equity markets. For example,
the ability to realize any value from an investment may depend upon the ability to complete an initial public offering of the
portfolio company in which such investment is held. Even if the securities are publicly traded, large holdings of securities can
often be disposed of only over a substantial length of time, exposing the investment returns to risks of downward movement in
market prices during the intended disposition period. In addition, because the investment strategy of many of our funds,
particularly our private equity and real estate funds, often entails our having representation on our funds’ public portfolio
company boards, our funds may be restricted in their ability to effect such sales during certain periods of time. Accordingly,
under certain conditions, our investment funds may be forced to either sell securities at lower prices than they had expected to
realize or defer, potentially for a considerable period of time, sales that they had planned to make.
Our investment funds make investments in companies that we do not control.
Investments by many of our investment funds will include debt instruments and equity securities of companies that we
do not control. Such instruments and securities may be acquired by our investment funds through trading activities or through
purchases of securities from the issuer. In addition, our funds may acquire minority equity interests in large transactions, which
may be structured as “consortium transactions” due to the size of the investment and the amount of capital required to be
invested. A consortium transaction involves an equity investment in which two or more private equity or other firms serve
together or collectively as equity sponsors. We have participated in several consortium transactions due to the increased size of
many of the transactions in which we are involved and may continue to do so in the future. Consortium transactions generally
entail a reduced level of control by our firm over the investment, because governance rights must be shared with the other
consortium sponsors. Accordingly, we may not be able to control decisions relating to a consortium investment, including
decisions relating to the management and operation of the company and the timing and nature of any exit. Our funds may also
dispose of a portion of their majority equity investments in portfolio companies over time in a manner that results in the funds
retaining a minority investment. Those investments may be subject to the risk that the company in which the investment is
made may make business, tax, legal, financial, or management decisions with which we do not agree or that the majority
stakeholders or the management of the company may take risks or otherwise act in a manner that does not serve our interests. If
any of the foregoing were to occur, the value of investments by our funds could decrease and our financial condition, results of
operations, and cash flow could suffer as a result.

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Our investment funds may invest in assets denominated in currencies that differ from the currency in which the fund is
denominated.
When our investment funds invest in assets denominated in currencies that differ from the functional currency of the
relevant fund, fluctuations in currency rates could impact the performance of such investment funds. For example, Carlyle
sponsors U.S. dollar-denominated funds that invest in assets denominated in foreign currencies such as our buyout and growth
funds in Asia. In the event that the U.S. dollar appreciates, the market value of the investments in these funds will decline even
if the underlying investments perform well in local currency. In addition, our buyout and growth funds in Europe and certain
AlpInvest funds are Euro-denominated and may have investments denominated in U.S. dollar, British pound, or other
currencies. In the event the Euro appreciates, the market value of investments in these funds would decline even if the
underlying investments perform well in local currency.
We may employ hedging techniques to manage these risks, but we can offer no assurance that such strategies will be
effective or tax efficient . If we engage in hedging transactions, we may be exposed to additional risks associated with such
transactions. See “ Risks Related to Our Business Operations—Risks Related to the Assets We Manage —Risk management
activities may adversely affect the return on our and our funds’ investments” and “ Risks Related to Regulation and Litigation—
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.”
Our funds make investments in companies that are based outside of the United States, which may expose us to additional
risks not typically associated with investing in companies that are based in the United States.
Many of our investment funds invest a significant portion of their assets in the equity, debt, loans, or other securities of
issuers located outside the United States. International investments have increased, and we expect will continue to increase as a
proportion of certain of our funds’ portfolios in the future. Investments in non-U.S. securities involve certain factors not
typically associated with investing in U.S. securities, including risks relating to:
• currency exchange matters, including fluctuations in currency exchange rates and costs associated with
conversion of investment principal and income from one currency into another;
• less developed or efficient financial markets than in the United States, which may lead to potential price
volatility and relative illiquidity;
• the absence of uniform accounting, auditing, and financial reporting standards, practices, and disclosure
requirements and less government supervision and regulation;
• changes in laws or clarifications to existing laws that could impact our tax treaty positions, which could
adversely impact the returns on our funds’ investments;
• a less developed legal or regulatory environment, differences in the legal and regulatory environment, or
enhanced legal and regulatory compliance;
• heightened exposure to corruption risk and/or economic sanction risk in certain non-U.S. markets;
• political hostility to investments by foreign or private equity investors;
• reliance on a more limited number of commodity inputs, service providers, and/or distribution mechanisms;
• more volatile or challenging market or economic conditions, including higher rates of inflation;
• higher transaction costs;
• difficulty in enforcing contractual obligations;
• fewer investor protections and less publicly available information about companies;

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• certain economic and political risks, including potential exchange control regulations and restrictions on our
non-U.S. investments and repatriation of profits on investments or of capital invested, the risks of war,
terrorist attacks, political, economic or social instability, the possibility of expropriation or confiscatory
taxation, and adverse economic and political developments; and
• the possible imposition of non-U.S. taxes or withholding on income and gains recognized with respect to such
securities.
In addition, investments in companies that are based outside of the United States may be negatively impacted by
restrictions on international trade or the imposition of tariffs (and any resulting reciprocal tariffs), which have been an area of
focus for the current U.S. Presidential administration. See “Risks Related to Our Business Operations—Risks Related to the
Assets We Manage—Trade negotiations and related government actions may create regulatory uncertainty for our funds’
portfolio companies and our investment strategies and adversely affect the profitability of our funds’ portfolio companies.”
Our equity investments and some of our debt investments rank junior to investments made by others, exposing us to a
greater risk of losing our investment.
In many cases, the companies in which we or our funds invest have, or are permitted to have, outstanding indebtedness
or equity securities that rank senior to our or our fund’s investment. By their terms, such instruments may provide that their
holders are entitled to receive payments of distributions, interest, or principal on or before the dates on which payments are to
be made in respect of our or our fund’s investment. In the event of insolvency, liquidation, dissolution, reorganization, or
bankruptcy of a company in which an investment is made, holders of securities ranking senior to our investment would
typically be entitled to receive payment in full before distributions could be made in respect of our investment. In addition, debt
investments made by us or our funds in our portfolio companies may be equitably subordinated to the debt investments made by
third parties in our portfolio companies. After repaying senior security holders, the company may not have any remaining assets
to use for repaying amounts owed in respect of our investment. To the extent that any assets remain, holders of claims that rank
equally with our investment would be entitled to share on an equal and ratable basis in distributions that are made out of those
assets. Moreover, during periods of financial distress or following insolvency, the ability of us or our funds to influence a
company’s affairs and to take actions to protect an investment will likely be substantially less than that of the senior creditors.
Certain of our fund investments may be concentrated in particular asset types or geographic regions, which could
exacerbate any negative performance of those funds to the extent those concentrated investments perform poorly.
The governing agreements of our investment funds contain only limited investment restrictions and only limited
requirements as to diversification of fund investments, either by geographic region or asset type. For example, we advise funds
that invest predominantly in the United States, Europe, Asia, and Japan, and we advise funds that invest in a single industry
sector, such as financial services, aviation, and power. During periods of difficult market conditions, slowdowns, or increased
borrower defaults in those sectors or geographic regions, decreased revenue, difficulty in obtaining access to financing, and
increased funding costs experienced by our funds may be exacerbated by this concentration of investments, which could result
in lower investment returns for our funds. Such concentration may increase the risk that events affecting a specific geographic
region or asset type could have an adverse or disparate impact on such investment funds, as compared to funds that invest more
broadly. Idiosyncratic factors impacting specific companies or securities can materially affect fund performance depending on
the size of the position.
Certain of our investment funds may invest in securities of companies that are experiencing significant financial or business
difficulties, including companies involved in bankruptcy or other reorganization and liquidation proceedings. Such
investments are subject to a greater risk of poor performance or loss.
Certain of our investment funds, especially our distressed funds, may invest in business enterprises involved in work-
outs, liquidations, reorganizations, bankruptcies, and similar transactions, and may purchase high-risk receivables. An
investment in such business enterprises entails the risk that the transaction in which such business enterprise is involved either
will be unsuccessful, will take considerable time, or will result in a distribution of cash or a new security the value of which will
be less than the purchase price to the fund of the security or other financial instrument in respect of which such distribution is
received. In addition, if an anticipated transaction does not in fact occur, the fund may be required to sell its investment at a
loss. Investments in troubled companies may also be adversely affected by U.S. federal and state laws relating to, among other
things, fraudulent conveyances, voidable preferences, lender liability, and a bankruptcy court’s discretionary power to disallow,
subordinate, or disenfranchise particular claims. Investments in securities and private claims of troubled companies made in

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connection with an attempt to influence a restructuring proposal or plan of reorganization in a bankruptcy case may also involve
substantial litigation, which has the potential to adversely impact us or unrelated funds or portfolio companies. Due to the
substantial uncertainty concerning the outcome of transactions involving financially troubled companies, there is a potential risk
of loss by a fund of its entire investment in such company. Adverse publicity and investor perceptions, whether or not based on
fundamental analysis, may also decrease the value and liquidity of securities rated below investment grade or otherwise
adversely affect our reputation.
In addition, at least one federal circuit court has determined that an investment fund could be liable for ERISA Title IV
pension obligations (including withdrawal liability incurred with respect to union multiemployer plans) of its portfolio
companies, if such fund is a “trade or business” and the fund’s ownership interest in the portfolio company is significant
enough to bring the investment fund within the portfolio company’s “controlled group.” While a number of cases have held that
managing investments is not a “trade or business” for tax purposes, the circuit court in this case concluded the investment fund
could be a “trade or business” for ERISA purposes based on certain factors, including the fund’s level of involvement in the
management of its portfolio companies and the nature of its management fee arrangements. Litigation related to the circuit
court’s decision suggests that additional factors may be relevant for purposes of determining whether an investment fund could
face “controlled group” liability under ERISA, including the structure of the investment and the nature of the fund’s
relationship with other affiliated investors and co-investors in the portfolio company. Moreover, regardless of whether an
investment fund is determined to be a “trade or business” for purposes of ERISA, a court might hold that one of the fund’s
portfolio companies could become jointly and severally liable for another portfolio company’s unfunded pension liabilities
pursuant to the ERISA “controlled group” rules, depending upon the relevant investment structures and ownership interests as
noted above.
We are reliant on third-party service providers for certain aspects of our business and are subject to risks in using prime
brokers, custodians, counterparties, administrators, and other agents.
We are reliant on other third-party service providers for certain technology platforms that facilitate the continued
operation of our business, including cloud-based services. We generally have less control over the delivery of such third-party
services and, as a result, may face disruptions to our ability to operate our business as a result of interruptions of such services.
A prolonged global failure of cloud services provided to us could result in cascading systems failures. In addition, we may not
be able to adapt our information systems and technology to accommodate our growth, or the cost of maintaining such systems
may increase materially from its current level, which could have a material adverse effect on us.
Many of our funds depend on the services of prime brokers, custodians, counterparties, administrators, and other
agents, including to carry out certain securities and derivatives transactions. The terms of these contracts are often customized
and complex, and many of these arrangements occur in markets or relate to products that are subject to limited or no regulatory
oversight. Some of our funds utilize prime brokerage arrangements with a relatively limited number of counterparties, which
has the effect of concentrating the transaction volume (and related counterparty default risk) of these funds with these
counterparties. Our funds are subject to the risk that the counterparty to one or more of these contracts defaults, either
voluntarily or involuntarily, on its performance under the contract. Any such default may occur suddenly and without notice to
us. Moreover, if a counterparty defaults, we may be unable to take action to cover our exposure, either because we lack
contractual recourse or because market conditions make it difficult to take effective action. This inability could occur in times
of market stress, which is when defaults are most likely to occur.
In addition, our risk management process may not accurately anticipate the impact of market stress or counterparty
financial condition and, as a result, we may not have taken sufficient action to reduce our risks effectively. Default risk may
arise from events or circumstances that are difficult to detect, foresee, or evaluate. Moreover, concerns about, or a default by,
one large participant could lead to significant liquidity problems for other participants, which may in turn expose us to
significant losses. Although we have risk management processes to ensure that we are not exposed to a single counterparty for
significant periods of time, given the large number and size of our funds, we often have large positions with a single
counterparty. For example, most of our funds have credit lines. If the lender under one or more of those credit lines were to
become insolvent, we may have difficulty replacing the credit line and one or more of our funds may face liquidity problems.
In the event of a counterparty default, particularly a default by a major investment bank or a default by a counterparty
to a significant number of our contracts, one or more of our funds may have outstanding trades that they cannot settle or are
delayed in settling. As a result, these funds could incur material losses and the resulting market impact of a major counterparty
default could harm our businesses, results of operation, and financial condition. In addition, under certain local clearing and
settlement regimes in Europe, we or our funds could be subject to settlement discipline fines. See “Risks Related to Our
Business Operations—Risks Related to the Assets We Manage—Our funds make investments in companies that are based

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outside of the United States, which may expose us to additional risks not typically associated with investing in companies that
are based in the United States.”
In the event of the insolvency of a prime broker, custodian, counterparty, or any other party that is holding assets of
our funds as collateral, our funds might not be able to recover equivalent assets in full as they will rank among the prime
broker’s, custodian’s, or counterparty’s unsecured creditors in relation to the assets held as collateral. In addition, our funds’
cash held with a prime broker, custodian, or counterparty generally will not be segregated from the prime broker’s, custodian’s,
or counterparty’s own cash, and our funds may therefore rank as unsecured creditors in relation thereto. If our derivatives
transactions are cleared through a derivatives clearing organization, the CFTC has issued final rules regulating the segregation
and protection of collateral posted by customers of cleared and uncleared swaps. The CFTC is also working to provide new
guidance regarding prime broker arrangements and intermediation generally with regard to trading on swap execution facilities.
The counterparty risks that we face have increased in complexity and magnitude over time. For example, in certain
areas the number of counterparties we face has increased and may continue to increase, which may result in increased
complexity and monitoring costs. Conversely, in certain other areas, the consolidation and elimination of counterparties has
increased our concentration of counterparty risk and decreased the universe of potential counterparties, and our funds are
generally not restricted from dealing with any particular counterparty or from concentrating any or all of their transactions with
one counterparty. In addition, counterparties have in the past and may in the future react to market volatility by tightening
underwriting standards and increasing margin requirements for all categories of financing, which may decrease the overall
amount of leverage available and increase the costs of borrowing.
Our investments are subject to a number of inherent and significant risks.
Our results are highly dependent on our continued ability to generate attractive returns from our investments.
Investments made by our business segments involve a number of significant risks, including the following:
• we advise funds that invest in businesses that operate in a variety of industries that are subject to extensive
domestic and foreign regulation, such as the telecommunications industry, the aerospace, defense, and
government services industry, the life sciences industry, and the healthcare industry (including companies that
supply equipment and services to governmental agencies), that may involve greater risk due to rapidly
changing market and governmental conditions in those sectors;
• significant failures of our investments to comply with laws and regulations applicable to them may expose us
to liabilities, fines, or penalties, could affect the ability of our funds to invest in other companies in certain
industries in the future, and could harm our reputation;
• companies in which investments are made may have limited financial resources and may be unable to meet
their obligations, which may be accompanied by a deterioration in the value of their equity securities or any
collateral or guarantees provided with respect to their debt;
• companies or assets in which investments are made are more likely to depend on the management talents and
efforts of a small group of persons and, as a result, the death, disability, resignation, or termination of one or
more of those persons could have a material adverse impact on their business and prospects and the
investment made;
• companies in which investments are made may be businesses or divisions acquired from larger operating
entities that may require a rebuilding or replacement of financial reporting, information technology,
operations, and other areas;
• companies or assets in which investments are made may from time to time be parties to litigation, may be
engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence, and may
require substantial additional capital to support their operations, finance expansion, or maintain their
competitive position;
• instances of fraud, corruption, and other deceptive practices committed by senior management of portfolio
companies in which our funds invest may undermine our due diligence efforts with respect to such companies
and, upon the discovery of such fraud, negatively affect the valuation of a fund’s investments as well as
contribute to overall market volatility that can negatively impact a fund’s investment program;

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• our funds may make investments that they do not advantageously dispose of prior to the date the applicable
fund is dissolved, either by expiration of such fund’s term or otherwise, resulting in a lower than expected
return on the investments and, potentially, on the fund itself;
• our funds generally establish the capital structure of portfolio companies on the basis of the financial
projections based primarily on management judgments and assumptions, and general economic conditions
and other factors may cause actual performance to fall short of these financial projections, which could cause
a substantial decrease in the value of our equity holdings in the portfolio company and cause our funds’
performance to fall short of our expectations;
• our transactions involve complex tax structuring that could be challenged or disregarded, which may result in
losing treaty benefits or would otherwise adversely impact our investments; and
• executive officers, directors, and employees of an equity sponsor may be named as defendants in litigation
involving a company or asset in which an investment is made or is being made.
Our funds may be forced to dispose of investments at a disadvantageous time.
Our funds may make investments that are not advantageously disposed of prior to the date the applicable fund is
dissolved, either by expiration of such fund’s term or otherwise. Although we generally expect that our funds will dispose of
investments prior to dissolution or that investments will be suitable for in-kind distribution at dissolution, we may not be able to
do so. The general partners of our funds have only a limited ability to extend the term of the fund with certain consent
provisions and, therefore, we may be required to sell, distribute, or otherwise dispose of investments at a disadvantageous time
prior to dissolution. This would result in a lower than expected return on the investments and potentially on the fund itself.
Our private equity funds’ performance, and our performance, has been and may in the future be adversely affected by the
financial performance of our portfolio companies and the industries in which our funds invest.
Our performance and the performance of our private equity funds are significantly impacted by the value of the
companies in which our funds have invested. Our funds invest in companies in many different industries, each of which is
subject to volatility based upon a variety of factors, including economic, market, and geopolitical factors. During recessions,
periods of elevated uncertainty, or phases of challenging economic and market conditions, we experience significant
fluctuations in the fair value of securities held by our funds. Obstacles to growth in the near-term are numerous, such as tariffs,
geopolitical and domestic political uncertainty , large fiscal deficits, the risk of stickier inflation, unexpected shifts in monetary
and fiscal policy, depressed labor force participation, the risk of labor shortages in the face of more restrictive immigration
policies, high levels of public debt, slowing population growth, supply chain pressures, and economic stress outside the United
States. These factors and other general economic trends may impact the performance of our portfolio companies in many
industries and geographies. In addition, the value of our investments in portfolio companies in the financial services industry is
impacted by the overall health and stability of the credit and equity markets. The U.S. dollar fell 7.3% in 2025 on a broad trade-
weighted basis, with losses concentrated in the first half of the year. While a weaker dollar is favorable to U.S. exporters and
corporates with significant foreign revenues, it can depress the profits of companies in Europe and Asia that rely on exports to
the U.S. market. The weaker dollar also exacerbates the impact of recently imposed tariffs for those U.S. companies that rely on
imports as inputs into their businesses.
The performance of our private equity funds, and our performance, may be adversely affected to the extent our fund
portfolio companies experience adverse performance or additional pressure due to exogenous factors, such as the Russian
invasion of Ukraine and another pandemic or global health crisis like the COVID-19 pandemic. In addition, the performance of
our investment funds and our portfolio companies may be adversely affected by increases in inflationary pressures such as
employee wage growth or rising input costs, which could compress profit margins, particularly at our portfolio companies that
are unable to effectively increase prices in response. Rapid and unforeseen technological transformation, such as the emergence
of large language models and generative AI, may introduce the risk of obsolescence to portfolio companies and negatively
affect their performance. With respect to real estate, various factors could have an adverse effect on investment performance,
including, among others, deflation in consumer prices, a low level of consumer confidence in the economy, and/or the
residential real estate market and rising mortgage interest rates. In response to financial difficulties that are currently being
experienced or that may be experienced in the future by certain portfolio companies or real estate investments, we may consider
legal, regulatory, tax, or other factors in determining the steps we may take to support such companies or investments, which
may include enhancing the management team or funding additional capital investments from our investment funds, our senior
Carlyle professionals, and/or us. The actions we may take to support companies or investments experiencing financial

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difficulties may not be successful in remedying the financial difficulties and our investment funds, our senior Carlyle
professionals, or we may not recoup some or all of any capital investments made in support of such companies or investments.
Our CLO business and investment into CLOs involves certain risks.
CLOs may present risks similar to other types of debt obligations and, in fact, such risks may be of greater
significance. CLOs invest on a leveraged basis in loans or securities that are themselves highly leveraged investments, which
increases both the opportunity for higher returns as well as the magnitude of losses compared to unlevered investments. As a
result of such funds’ leverage position, CLOs are at increased risk of suffering losses. I nvestments in structured vehicles,
including equity and debt securities issued by CLOs, involve risks such as liquidity risk, credit risk, and market risk. Changes in
interest rates and credit quality may cause short-term price fluctuations, increase in credit spreads, decline in ratings, or longer-
term impairment. In addition, a reduction in the liquidity of the credit markets may result in an increase in credit spreads and a
decline in ratings, performance, and market values for leveraged loans. We have significant exposure to these markets through
our investment in our CLOs.
CLO securities carry additional risks, including, but not limited to, the possibility that distributions from collateral
assets will be inadequate to make interest, management fee, or other payments to Carlyle as equity holder or manager. The
collateral itself may decline in value, default, or be downgraded and changes in the collateral may cause payments on the
instruments we hold to be reduced, either temporarily or permanently. Non-payment could result in a reduction of our income
and revenues. CLO securities may be less liquid than other types of securities and may experience greater price volatility than
the individual assets that comprise the CLO collateral. In addition, CLOs and other structured finance securities are subject to
prepayment risk. The performance of a CLO or other structured finance security is generally affected by a variety of factors,
including the security’s priority in the capital structure, the availability of any credit enhancement, the level and timing of
payments and recoveries on and the characteristics of the underlying collateral, the adequacy of and ability to realize upon any
related collateral, and the capability of the collateral manager. There are also risks that the trustee or administrator of a CLO
does not properly carry out its duties to the CLO, potentially resulting in losses. Moreover, the complex structure of a CLO may
produce unexpected investment results, especially during times of market stress or volatility.
We earn management fees from our CLOs, including subordinated fees . The subordinated fees could be negatively
impacted if one or more CLOs fail certain tests related to overcollateralization (including the interest diversion test) set forth in
their respective indentures. Worsening credit conditions and/or a deterioration in loan performance generally leads to defaults or
downgrades of a CLO’s underlying collateral obligations, downgrade of a CLO’s rated securities, and possible failure of one or
more overcollateralization tests and/or interest diversion tests, which could divert funds otherwise available to pay management
fees to instead be used to either pay down the principal on the securities issued by the CLO in an amount necessary to cause
such tests to pass or purchase sufficient collateral in an amount necessary to pass such tests. If either of these scenarios
occurred, it could result in either a temporary deferral or permanent loss of such management fees.
Underwriting, syndicating, and securities placement activities expose us to risks.
TCG Capital Markets may act as an underwriter, syndicator, or placement agent for security offerings and TCG
Senior Funding L.L.C. may act as an underwriter, originator, syndicator, or placement agent in loan originations. If we are
unable to sell securities or place loans at the anticipated price levels where we act as an underwriter, syndicator, or placement
agent, we may incur losses and suffer reputational harm.
As an underwriter, syndicator, or placement agent, we also may be subject to potential liability for material
misstatements or omissions in prospectuses and other offering documents relating to offerings we underwrite, syndicate, or
place. In certain situations, we may have liabilities arising from transactions in which our investment fund may participate as a
purchase or a seller of securities, which could constitute a conflict of interest or subject us to damages or reputational harm.
Our Carlyle AlpInvest business is subject to additional risks.
Our Carlyle AlpInvest business is subject to additional risks, including the following:
• Carlyle AlpInvest is subject to business and other risks and uncertainties generally consistent with our
business as a whole, including legal, tax, and regulatory risks; the avoidance or management of conflicts of
interest; the ability to attract and retain investment professionals and other personnel; and risks associated
with the acquisition of new investment platforms. In addition, the business is separated from the rest of the
firm by an informational wall designed to prevent certain types of information from flowing from the Carlyle

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AlpInvest platform to the rest of the firm. This information barrier limits the collaboration between our
investment professionals with respect to specific investments, and may impair our ability to offer services to
investors that are provided across our business segments.
• Pursuant to our current arrangements with the various businesses, we restrict our participation in the
investment activities undertaken by our Carlyle AlpInvest segment (including with respect to AlpInvest),
which may in turn limit our ability to address risks arising from their investment activities . For so long as
these arrangements are in place, we will observe substantial restrictions on our ability to access specific
investment information or engage in day-to-day participation in the AlpInvest investment businesses,
including a restriction that AlpInvest investment decisions are made and maintained without involvement by
other Carlyle personnel and that no specific investment data, other than data on the investment performance
of its investment funds and managed accounts, will be shared with management. Generally, we have a
reduced ability to identify or respond to investment and other operational issues that may arise within the
Carlyle AlpInvest business, relative to other Carlyle investment funds.
• Similar to other parts of our business, Carlyle AlpInvest is seeking to broaden its investor base by raising
funds and advising separate accounts for investors on an account-by-account basis, including continuously
offered funds for the private wealth channel that are typically highly regulated products. The number and
complexity of such investor mandates and fund structures have increased as a result of continuing fundraising
efforts, and the activation of mandates with existing investors.
• Conflicts may arise between such Carlyle AlpInvest funds and separate managed accounts (e.g., competition
for investment opportunities), and in some cases conflicts may arise between a Carlyle AlpInvest fund or
managed account and a Carlyle fund. In addition, certain managed accounts and funds have different or
heightened standards of care, and if they invest in other investment funds sponsored by us it could result in
lower management fees and carried interest to us than Carlyle’s typical investment funds.
Industry Risks Related to the Assets We Manage
Our real estate funds are subject to risks inherent in the ownership and operation of real estate and the construction and
development of real estate.
Investments in our real estate funds are subject to the risks inherent in the ownership and operation of real estate and
real estate-related businesses and assets. These risks include the following:
• those associated with the burdens of ownership of real property;
• general and local economic conditions;
• changes in supply of and demand for competing properties in an area (as a result, for instance, of
overbuilding);
• changes in interest rates and related increases in borrowing costs;
• fluctuations in the average occupancy and room rates for hotel and student housing properties;
• changes in demand for commercial office properties (including as a result of an increased prevalence of
remote work);
• population and demographic shifts;
• the financial resources of tenants and defaults by tenants or borrowers;
• changes in building, environmental, zoning, and other laws;
• restrictive covenants, encumbrances, and other land or use restrictions;
• failure to obtain necessary approvals and/or permits;

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• energy and supply shortages;
• casualty or condemnation losses;
• various uninsured or uninsurable risks;
• natural disasters, including increased physical risks from climate change such as event-driven exposures
resulting from the increased sever ity of extreme weather events, such as cyclones, hurricanes, wildfires, or
floods, and consequences of longer-term shifts in climate patterns, for example, sustained higher temperatures
that may cause sea levels to rise or chronic heat waves, and the effects of climate change on supply and
demand;
• changes in government statutes, regulations, or regulatory action or regulatory interpretation at the federal,
state, or local level (such as vacancy control, rent control, pricing software or practices, price disclosure, and
climate change), litigation from public or private parties relating thereto, and changes in market practices in
consideration of the foregoing;
• changes in the way real estate is occupied as a result of pandemics or other unforeseen events;
• changes in real property tax rates and operating expenses;
• the reduced availability of mortgage funds or other forms of financings, including construction financing,
which may render the sale or refinancing of properties difficult or impracticable;
• inability to meet debt obligations;
• breaches by (or claims from) third parties in connection with their contractual rights and obligations,
including ground lessors, ground lessees, landlords, tenants, partners, and property managers;
• claims by third parties, including adjacent landowners, and homeowners’ associations;
• negative developments in the economy that depress travel and leasing activity or rents;
• environmental liabilities;
• contingent liabilities on disposition of assets;
• increase in insurance premiums and changes to the insurance market;
• unexpected cost overruns and delays in connection with development projects;
• terrorist attacks, war, and other factors that are beyond our control; and
• dependence on local operating partners.
Our real estate funds’ portfolio investments face risks that can affect occupancy, rental income, expenses, or the sale
and financing of properties. These risks could worsen during future global health crises. When leases expire, vacancies may
create gaps in rental income while fixed costs — such as interest, taxes, and maintenance —persist. Weak economic conditions
can make it harder to secure new tenants or maintain rental rates, and increased competition may require unplanned capital
improvements that reduce cash available for investor distributions. Investments in residential real estate may face greater
volatility and sensitivity to market and economic conditions than commercial properties. Ownership of real assets also carries
potential environmental liabilities. Our funds may be held responsible for cleanup costs or damages under strict liability laws,
even without fault. Changing environmental regulations or conditions can create new liabilities, and indemnities from sellers
may prove unenforceable or financially unreliable.
Our funds may also invest in real estate-related operating companies—such as logistics hubs, data centers, or event
venues—which face operational risks similar to those encountered in our buyout and growth funds. Real estate market
downturns, rising capitalization rates, and restricted financing can reduce property values. Investments in undeveloped or

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underdeveloped land bring additional risks tied to zoning approvals, construction delays, cost overruns, and financing
challenges. Many properties are managed by third parties, exposing the funds to risks from their performance and reliability.
Commercial real estate financing often involves non-recourse carveout guarantees and environmental indemnities,
allowing lenders to recover losses for misconduct or environmental harm. Such guarantees may also include interest or payment
commitments, potentially impacting fund or firm assets if called upon. The acquisition, ownership, and sale of real estate assets
carry litigation risks. Claims may arise from prior ownership periods, failed transactions, or post-sale disputes over defects or
due diligence matters.
Our funds’ investments in real estate-related assets, including real estate investment trusts (“REITs”), face additional
exposure to changes in property values, tenant defaults, tax law modifications, or failure to maintain REIT qualification—all of
which could diminish cash available for distribution. Real estate debt investments can be unsecured, subordinated, or lack
protective covenants. Non-performing loans often require restructuring that may reduce principal or interest. Mortgage loan
defaults carry foreclosure and deficiency risks. Distressed assets may generate little or no cash flow and may be further
impaired by bankruptcy or insolvency proceedings.
Moreover, there is increased political attention at the state and national level on home ownership and housing
affordability. In this regard, the U.S. government, and the governments of several U.S. states, are evaluating, implementing,
and/or have implemented measures to regulate institutional and corporate investment in and ownership of residential property
and it is expected that other similar actions may be taken by the states or other levels of government and that additional federal
level actions could be taken in this regard (collectively, “Residential Ownership Laws”). For example, on January 20, 2026, the
U.S. President issued Executive Order 14376, which sets forth a policy that large institutional investors not buy single-family
homes that could otherwise be purchased by families, and directs or requests various administrative, rulemaking, and legislative
processes be initiated to effectuate such policy. These Residential Ownership Laws could have a negative impact on a fund’s
ability to implement its investment approach and achieve its objective, including with respect to certain categories of residential
property or within certain U.S. states implementing such laws.
Our energy business is involved in oil and gas investments (i.e, exploration, production, storage, transportation, logistics,
refining, marketing, trading, petrochemicals, energy services, and other opportunistic investments), which entail a high
degree of risk.
Our energy teams invest in oil and gas production, development, and exploration, which is speculative and involves a
high degree of risk, including, among others: the use of new technologies; reliance on estimates of oil and gas reserves based on
geological, geophysical, engineering, and economic data; unexpected formations or pressures, premature reservoir declines,
blow-outs, equipment failures and other accidents, sour gas releases, uncontrolled flows, adverse weather, pollution, fires,
spills, and other environmental risks; volatility in oil and natural gas prices and the resulting impact on demand for related
products and services (including climate-driven demand shifts) ; and potential contributions to climate change, and resulting
regulatory and stakeholder scrutiny.
Oil, gas, and product prices and related margins are highly volatile due to international supply-demand dynamics,
political and geopolitical developments (including global conflicts), technological change, macroeconomic conditions, public
health risks, and changes in the influence of the Organization of Petroleum Exporting Countries, and this volatility has affected
and is likely to continue to affect the financial performance, financing availability, asset prices, and valuations of our current
and future investments exposed to energy prices, whether as consumers or producers. Oil and natural gas prices also fluctuate in
response to macroeconomic trends, trade developments, inventory levels, global demand and supply expectations, market
uncertainty and speculation, consumer demand, refining capacity, weather, domestic and non-U.S. regulations (including
sanctions), currency movements, the price and availability of alternative fuels, regional political conditions, non-U.S. suppl y of
oil and natural gas, import prices, and overall economic conditions. In addition, local realizations can vary widely due to
production characteristics and the availability of gathering, transportation, processing, and storage infrastructure. Sharp price
declines, failure to sustain upward momentum, prolonged dislocations, elevated prices or adverse changes in host-country fiscal
regimes for energy producers also could negatively affect our portfolio.
To help manage these risks, we work with a subset of portfolio companies on climate and energy-transition initiatives,
including measuring, monitoring, and managing carbon emissions, setting decarbonization goals and pathways, and considering
investments in new technologies to build long-term value and respond to changing market dynamics, although there is no
guarantee these efforts will be successful.

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