10-K – 2026-02-27 – cg-20251231.htm

Investments in the natural resources industry, including the infrastructure, energy, power, and renewables industries,
involve various operational, construction, and regulatory risks.
Our natural resources, infrastructure, energy, power, and renewables investments involve significant construction,
operational, regulatory, environmental, and market risks, any of which could materially affect performance and value.
Natural Resources. Natural resources portfolio companies may experience labor and fuel or material shortages,
construction delays and cost overruns, permitting delays, adverse weather and site conditions, equipment failures and accidents,
financing challenges, and force majeure events, which can cause unexpected delays, higher debt service, insufficient funds to
complete projects, limited cash flow during development, operating deficits, lost revenues, increased operating and maintenance
costs, and construction-related claims.
Infrastructure. Infrastructure investments face risks from changes in input costs and availability, political and
regulatory actions (including climate initiatives), macroeconomic conditions, demographic and demand shifts, competition,
natural disasters and weather changes, major customer distress, and war or terrorism, which can reduce revenues, increase costs
to build, operate, maintain, or restore assets, impair debt repayment and distributions, or lead to termination of concessions, and
insurance may not fully cover resulting losses. Infrastructure assets are also subject to extensive and discretionary government
regulation and often depend on permits, licenses, concessions, leases, and contracts that give government counterparties
significant influence, including the ability to impose restrictive terms or terminate arrangements without adequate
compensation, which can limit a portfolio company’s ability to maximize cash flow and profitability.
Energy and Power. Energy and power investments are exposed to operational risks such as mechanical or structural
failures, accidents, labor issues, or underperforming technology , as well as external factors such as economic developments,
changes in fuel or feedstock prices, government policies, and shifts in energy demand, any of which can reduce revenues,
increase costs, impair debt repayment, or necessitate decommissioning that may be lengthy and costly. Development-stage
investments including transmission and power facilities, face additional risks relating to timely zoning and regulatory
approvals, construction timing and cost (including weather, labor, and material risks), and access to construction and permanent
financing, which can cause delays, cost overruns, or failure to complete projects, adversely affecting a portfolio company’s
financial condition and results of operations.
Electric utility investments in the United States and abroad are also subject to increasing competitive pressures due to
changing consumer demand, technological advances, greater natural gas availability, and regulatory changes that may drive
consolidation or disaggregation of vertically integrated utilities, enabling additional significant competitors in the independent
power industry.
Investments in hydrocarbon producers face increasing climate‑related risks, as combustion of hydrocarbons emits
greenhouse gases, and regulators, investors, consumers, and other stakeholders are advancing or considering cap‑and‑trade
systems, carbon taxes, restrictive permitting, efficiency standards, climate‑related reporting, and incentives or mandates for
renewables, which can increase costs, lengthen project timelines, reduce hydrocarbon demand, shift demand to lower‑carbon
fuels, promote alternatives, and heighten activism, litigation, enforcement, and lender scrutiny, all of which may hinder
financing, exits, or expected returns. Our investments also depend on initial and ongoing regulatory approvals, licenses,
permits, and tax and financial rulings, and there is no assurance that portfolio companies will obtain, modify, or maintain all
required approvals. In this regard, delays or failures in satisfying associated conditions can prevent facility operations, restrict
sales, increase costs, and adversely affect returns.
Renewables . Renewable energy investments depend on complex resource and market estimates (such as solar
irradiance and wind or water flow), which are sensitive to changing assumptions and market conditions, and on supportive
government policies and incentives (including tax credits, grants, portfolio standards, renewable energy credits, and similar
programs in the United States, the European Union, and other jurisdictions). Any reduction, elimination, or reversal of such
support, or a shift toward more carbon‑intensive energy policies, could render projects uneconomic, harm renewable portfolio
companies’ financial condition and results and, conversely, policies favoring renewables may negatively affect non‑renewable
energy investments.
Environmental and health and safety laws, regulations, and initiatives (including climate‑related measures) materially
affect natural resources, infrastructure, energy and power, and renewable energy investments, as projects face changing and
increasingly stringent compliance and permitting requirements that can both create opportunities (for example, increased
demand for gas and renewables) and require significant expenditures that reduce returns, while regulatory authorities, NGOs,
and special interest groups continue to exert substantial oversight and influence.

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Climate change and regulatory and other efforts to reduce climate change could adversely affect our business.
We and our funds’ portfolio companies face a number of risks associated with climate change, including both
transition and physical risks. The transition risks that could impact our company and our funds’ investments in portfolio
companies include those risks related to the impact of current and potential U.S. and foreign climate-and ESG-related
legislation and regulation, as well as risks arising from climate-related business trends. In addition, we and our funds’
investments in portfolio companies are subject to risks stemming from the physical impacts of climate change.
New climate change-related regulations or interpretations of existing laws may result in enhanced or conflicting
disclosure obligations that could negatively affect us or our funds’ investments in portfolio companies and also materially
increase our regulatory burden. Increased and/or conflicting applicable or proposed regulations generally increase the costs to
us, our funds, and our funds’ portfolio companies, and those higher costs may continue to increase if new laws require
additional resources. Moreover, significant increases in regulatory compliance expenses may negatively impact our funds and
their portfolio company investments. In particular, compliance with climate and other sustainability or ESG-related rules in the
European Union and the United Kingdom is expected to result in increased legal and compliance costs and expenses, which
would be borne by us, our funds, and/or our funds’ portfolio companies. In addition, our funds’ portfolio companies could face
transition risk if GHG-related regulations or taxes are implemented. See “Risks Related to Regulation and Litigation—
Regulatory initiatives in jurisdictions outside the United States could adversely affect our business” and “ Increasing scrutiny
from stakeholders on sustainability matters, including our ESG reporting, exposes us to reputational and other risks.”
We also face business trend-related climate risks. Certain fund investors are increasingly taking into account the
consideration for or lack of ESG factors, including climate risks, in determining whether to invest in the funds we manage. In
addition, our reputation and investor relationships could be damaged as a result of our involvement, or our funds’ involvement,
in certain industries, portfolio companies, or transactions associated with activities perceived to be causing or exacerbating
climate change, as well as any decisions we make to continue to conduct or change our activities in response to considerations
relating to climate change.
Moreover, significant physical effects of climate change, including extreme weather events, such as hurricanes,
wildfires, or floods, also can have an adverse impact on certain of our funds’ investments in portfolio companies and other
investments, particularly real asset and infrastructure investments and portfolio companies that rely on physical factories,
plants, or stores located in affected areas. As the effects of climate change increase, we expect the frequency and impact of
weather and climate related events and conditions to increase as well.
Investments in the insurance industry (including our investment in Fortitude) could be adversely impacted by insurance
regulations and potential regulatory reforms.
Carlyle FRL, L.P., an affiliated investment fund (“Carlyle FRL”), holds a controlling interest in Fortitude, inclusive of
our 10.5% interest. The insurance industry is highly regulated and the regulators in many jurisdictions have broad, and in some
cases discretionary, authority over insurance companies, including, among other things, with respect to marketing practices,
policy rate increases, reserve requirements, capital adequacy, permissible investments, and affiliate transactions. In addition, the
insurance sector is subject to frequent regulatory change. While we intend to invest in companies and acquire businesses that
seek to comply with applicable laws and regulations, the laws and regulations relating to the insurance industry are complex,
may be ambiguous, or may lack clear judicial or regulatory interpretive guidance. Even where laws or regulations purport to be
the same across different jurisdictions, they may be inconsistently applied by the regulators of the different jurisdictions.
In terms of regulatory changes, the following changes in particular may affect the operations and prospects of our
investments in the insurance industry, including Fortitude: (i) changes to interest rates and policies of central banks and
regulatory authorities; (ii) changes in applicable direct or indirect taxes, levies or charges; (iii) changes in government or
regulatory policy that may significantly influence investor decisions in particular markets in which our investments operate; (iv)
changes relating to the capital adequacy framework and rules designed to promote financial stability, both on an individual
reinsurance company level and on a group level; (v) changes to policyholder protections; (vi) changes related to the regulation
of investment management arrangements between insurers and controlling or related asset managers; and (vii) developments in
financial reporting. An adverse review or determination by any applicable judicial or regulatory authority of any such law or
regulation, or an adverse change in applicable regulatory requirements, judicial or regulatory interpretation, or reimbursement
programs, could have a material adverse effect on the operations and/or financial performance of our investments in the
insurance industry (including Fortitude) and may increase their compliance and legal costs. Any such costs could negatively
impact the value of our investments and the returns we are able to generate on such investments. S ee “Risks Related to Our
Company—Adverse economic and market conditions and other events or conditions throughout the world could negatively

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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.”
Insurance regulatory authorities and regulatory organizations continue to scrutinize alternative asset managers’
involvement in the insurance industry, including with respect to the ownership by such managers or their affiliated funds of,
and the management of assets on behalf of, insurance companies. For example, insurance regulators increasingly have focused
on the terms and structure of investment management agreements, including whether they are at arms’ length, establish control
of the insurance company, grant the asset manager excessive authority over the investment strategy of the insurance company,
provide for management fees that are not fair and reasonable, or termination provisions that make it difficult or costly for the
insurer to terminate the agreement. Regulators also have increasingly focused on the risk profile of certain investments held by
insurance companies (including, without limitation, structured credit assets such as collateralized loan obligations),
appropriateness of investment ratings and potential conflicts of interest (including affiliated investments), and potential
misalignment of incentives and any potential risks from these and other aspects of an insurance company’s relationship with
alternative asset managers that may impact the insurance company’s risk profile. This enhanced scrutiny may increase the risk
of regulatory actions against us and could result in new or amended regulations that limit our ability, or make it more
burdensome or costly, to enter into investment management or advisory agreements with insurance companies and thereby
grow our insurance strategy.
Our relationship with Fortitude may not generate a meaningful contribution to our revenue and our indirect ownership of
Fortitude could give rise to real or apparent conflicts of interest.
While we expect to derive a meaningful contribution to our revenue across our business segments from our investment
in and strategic asset management relationship with Fortitude, as described in Note 4 , Investments , to Part II, Item 8
“Investments—Investment in Fortitude,” we may not be successful in doing so. Pursuant to investment management
agreements into which we have entered with Fortitude subsidiaries and certain companies with which they have reinsurance
agreements (the “Reinsurance Counterparties”), certain of our subsidiaries receive performance fees and/or management fees
from carry funds and separately managed accounts into which Fortitude Re, its affiliates, and the Reinsurance Counterparties
invest. The Company and Fortitude own interests in FCA Re, a Bermuda-domiciled reinsurance company that reinsures
liabilities of affiliates of Fortitude and is a Reinsurance Counterparty. Through our subsidiaries, we managed or advised
$24.6 billion of capital attributable to investments made under these investment management agreements, as of December 31,
2025 . In addition, in April 2022 and December 2024, we entered into strategic advisory services agreements with certain
subsidiaries of Fortitude and an affiliate of FCA Re, respectively, through our insurance investment advisor, Carlyle Insurance
Solutions Management L.L.C. (“CISM”). Under the agreements, CISM provides the clients with certain services, including
business development and growth, transaction origination and execution, and capital management services in exchange for a
recurring management fee based on the client’s general account assets, which, with respect to the agreement with Fortitude’s
subsidiaries, adjusts within an agreed range based on Fortitude’s overall profitability. Such management fee may decline if
there is a corresponding decline in the fair value of the assets we manage and/or the performance of the portfolio.
Our investment management and advisory agreements with Fortitude subsidiaries and the Reinsurance Counterparties
are terminable under certain circumstances. If such agreements were terminated, it could have a material adverse effect on our
business, results of operations, and financial condition. There can be no assurance that the benefit we receive from Fortitude
subsidiaries will not decline due to a disruption or decline in Fortitude’s business or a change in our relationship with Fortitude,
including our investment income from our indirect interest in Fortitude and/or investment management or advisory agreements
with Fortitude subsidiaries and the Reinsurance Counterparties. We may be unable to replace a decline in the revenue derived
from investments made in our funds and entities by Fortitude Re and/or the Reinsurance Counterparties on a timely basis if our
relationship with Fortitude were to change or if Fortitude were to experience a material adverse impact to its business.
Carlyle FRL owns a controlling interest in Fortitude and has the right to appoint a majority of its board of directors.
As a result, there may be real or apparent conflicts of interest with respect to matters affecting the Company, Carlyle-managed
funds, and their portfolio companies and Fortitude, including with respect to the fiduciary duties that our employees that are
board members owe to Fortitude in addition to the duties that they have to the Company. In addition, conflicts of interest could
arise with respect to transactions involving business dealings between the Company, Fortitude, and each of their respective
affiliates. The foregoing conflicts of interest may also arise with respect to subsidiaries of Fortitude.
Our funds’ investments in the life sciences industry may expose us to increased risks.
Investments in life sciences may expose us to increased risks. For example:

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• Life sciences and healthcare companies are subject to extensive regulation by the U.S. Food and Drug
Administration, similar foreign regulatory authorities and, to a lesser extent, other federal and state agencies.
These companies are subject to the expense, delay, and uncertainty of the product approval process, and there
can be no guarantee that a particular product candidate will obtain regulatory approval. In addition, the
current regulatory framework may change or additional regulations may arise at any stage during the product
development phase of an investment, which may delay or prevent regulatory approval or impact applicable
exclusivity periods. If a company in which our funds are invested is unable to obtain regulatory approval for a
product candidate, or a product candidate in which our funds are invested does not obtain regulatory approval,
in a timely fashion or at all, the value of our funds’ investment would be adversely impacted. Moreover, a
clinical trial (including enrollment therein) or regulatory approval process for pharmaceuticals has and may in
the future be delayed, otherwise hindered, or abandoned as a result of epidemics (including COVID-19),
which could have a negative impact on the ability of the investment to engage in trials or receive approvals,
and thereby could adversely affect the performance of the investment. In the event such clinical trials do not
comply with the complicated regulatory requirements applicable thereto, such companies may be subject to
regulatory actions.
• I ntellectual property often constitutes an important part of a life sciences company’s assets and competitive
strengths, particularly for royalty monetization and corporate partnership transactions. To the extent such
companies’ intellectual property positions with respect to products in which our life sciences business invests,
whether through a royalty monetization or otherwise, are challenged, invalidated, or circumvented, the value
of our life sciences business’s investment may be impaired. The success of a life sciences investment depends
in part on the ability of the biopharmaceutical companies in whose products our life sciences business invests
to obtain and defend patent rights and other intellectual property rights that are important to the
commercialization of such products. The patent positions of such companies can be highly uncertain and
often involve complex legal, scientific, and factual questions.
• The commercial success of products could be compromised if governmental or third-party payers do not
provide coverage and reimbursement, breach, rescind, or modify their contracts or reimbursement policies or
delay payments for such products. In both the United States and foreign markets, the successful sale of a life
sciences company’s product depends on the ability to obtain and maintain adequate coverage and
reimbursement from third-party payers, including government healthcare programs and private insurance
plans. Governments and third-party payers continue to pursue aggressive initiatives to contain costs and
manage drug utilization and are increasingly focused on the effectiveness, benefits, and costs of similar
treatments, which could result in lower reimbursement rates and narrower populations for whom the products
in which our life sciences business invests will be reimbursed by payers. For example, in the United States,
federal legislation has passed that modifies coverage, reimbursement, and pricing policies for certain
products. Regulatory agencies have provided guidance on how they intend to implement certain components
of the legislation. In addition, the Secretary of the Department of Health and Human Services has indicated
the potential for substantial policy and personnel changes. In general, as regulatory agencies and others
develop policies and continue to define and implement legislation, such policies and legislation may result in
lower product prices, altered market dynamics, lower consumer demand for certain products, or the
unavailability of adequate third-party payer reimbursement to enable our life sciences business to realize an
appropriate return on its investment.
• Our life sciences business’s strategies include its clinical co-development (CCD) strategy, which seeks to
generate investment returns by identifying and financing pharmaceutical drug candidates in late-stage
development through regulatory approval for a pharmaceutical or biotech counterparty, typically for a pre-
negotiated, structured return that is payable should regulatory approval be obtained. Our life sciences
business’s ability to source such transactions is dependent on its ability to identify, diligence, and agree to the
development funding arrangements with the counterparty in a competitive market. CCD investments are
typically made via investor subscriptions in a special purpose vehicle (SPV) that finances the relevant late-
stage clinical trial. There is a risk that the clinical trial does not result in approval by the relevant clinical
regulatory agency, for example as a result of failure to demonstrate efficacy, safety concerns, failure to recruit
trial subjects, or unforeseen regulatory concerns. If the clinical trial does not result in approval, then it is
highly likely that each investor in the SPV will lose its entire investment. In addition, such investments may
be exposed to losses in the event that the counterparty fails to meet its obligation to make contractually agreed
payments. If the trial achieves approval by the clinical regulatory agency, the counterparty’s payment
obligations will usually extend over a number of years. It may be possible to improve rates of return by

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monetizing the payments, but this may not always be possible. The returns available from successful CCD
transactions may also be capped by the terms agreed with the counterparty. 
The aviation leasing industry is subject to significant volatility and may expose us to additional risks .
Carlyle Aviation Partners participates in the aircraft leasing industry, which has historically been cyclical in nature for
a number of reasons outside the control of industry participants, including: the demand for aviation travel; geopolitical conflicts
and other events, including wars, civil disturbances, acts of terrorism, outbreaks of epidemic diseases and natural disasters;
governmental regulation, including regulation of trade, such as the imposition of import and export controls, tariffs, and other
trade barriers; weakness in the capital and credit markets and the availability of credit; significant decreases in purchasing
power caused by inflation or otherwise; fluctuations in interest rates whether caused by changes in monetary policy, lack of
supply, or other economic conditions; changing political conditions, including risk of rising protectionism and authoritarian
regimes, restrictions on immigration, or impositions of new trade barriers, including additional economic sanctions or export
controls (including those introduced due to the war in Ukraine); cyber risk, including information hacking, viruses, and
malware; operating costs, availability and price of jet fuel, and general economic conditions affecting aircraft operations;
customer restructurings or bankruptcies and decreases in the creditworthiness of customers; technological innovation resulting
in older aircraft and engine models being retired or otherwise made obsolete; new-entrant manufacturers producing additional
aircraft that compete with existing models; production delays and supply chain issues impacting new aircraft delivery
schedules; aircraft groundings and other costs associated with airworthiness directives and service bulletins; safety, noise, and
emission standards and regulations; and the availability of spare parts.
A decline in demand for leased aircraft generally, or as a result of the factors described above, may result in decreases
in rental rates and increases in lease defaults, and may delay or prevent the re-lease or sale of assets on favorable terms.
Risks Related to Our Common Stock
The market price of our common stock may decline due to the large number of shares of stock eligible for future sale.
The market price of our common stock may decline as a result of sales of a large number of shares of common stock in
the market in the future or the perception that such sales could occur. These sales, or the possibility that these sales may occur,
also may make it more difficult for us to sell common stock in the future at a time and at a price that we deem appropriate.
Subject, in some cases, to compliance with our insider trading policy, minimum retained ownership requirements, transfer
restrictions, and limitations applicable to affiliates under Rule 144 of the Securities Act, all of these shares are freely tradable.
In addition, the holders of these shares have the benefit of registration rights agreements with us. Moreover, as holders of freely
tradable common stock rather than Carlyle Holdings units, the Former Private Unitholders are able to more easily sell shares of
common stock into the market (or donate shares of common stock to charities which in turn may sell these into the market) than
was the case before the Conversion. For example, the Former Private Unitholders are not subject to restrictions that in most
cases limited their ability to exchange Holdings Units for common units to prescribed quarterly exchange dates. This could
result in the Former Private Unitholders disposing of their equity interests in us more quickly and/or at a higher volume than in
the past, and the market price of our common stock could decline as a result. Subject to the restrictions described below, we
may issue and sell in the future additional shares of common stock. The issuance of additional equity securities or securities
convertible into equity securities would also result in dilution of our existing shareholders’ equity interest. The issuance of the
additional shares of common stock, the sale of shares of common stock by our significant shareholders, and the vesting and sale
of restricted stock units or the perception that such sales may occur could cause the market price of our common stock to
decline.
As of December 31, 2025 , our Chief Executive Officer held a total of 3.7 million unvested restricted stock units
(inclusive of unvested dividend equivalent units that have been credited on such awards) in respect of awards that were granted
to him outside of the Equity Incentive Plan in connection with his hiring. Under our Equity Incentive Plan, we had 11.3 million
unvested restricted stock units outstanding as of December 31, 2025 . As of December 31, 2025 , the total number of shares of
common stock available for grant under the amended and restated Equity Incentive Plan was 23.4 million and, following the
grant of awards in February 2026, the total number of shares of common stock available for grant under the amended and
restated Equity Incentive Plan was 17.6 million . A further increase in the number of shares available for grant under the Equity
Incentive Plan wou ld require shareholder approval, and any such approval would result in more shares that may be delivered in
settlement of vested restricted stock unit awards and that may ultimately be sold in the market, which could lead to a decline in
the market price of our common stock. We have filed several registration statements and intend to file additional registration
statements on Form S-8 under the Securities Act to register shares of common stock or securities convertible into or
exchangeable for common stock issued or available for future grant under our amended and restated Equity Incentive Plan,

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when applicable. Any such Form S-8 registration statement will automatically become effective upon filing. Accordingly,
common stock registered under such registration statement will be available for sale in the open market. As restricted stock unit
awards vest and shares of common stock are delivered to restricted stock unit holders, the market price of our common stock
may decline due to dilution or if such holders elect to sell their shares of common stock. Morgan Stanley, our equity plan
service provider, may, from time to time, act as a broker, dealer, or agent for, or otherwise facilitate sales in the open market
through block transactions or otherwise of our common stock on behalf of, plan participants.
The market price and trading volume of our common stock has been and may continue to be volatile, which could cause the
value of your investment to decline.
The market price of our shares may be highly volatile and could be subject to wide fluctuations. In addition, the
trading volume in our shares may fluctuate and cause significant price variations to occur. You may be unable to resell your
shares at or above your purchase price, if at all. Some of the factors that could negatively affect the price of our shares or result
in fluctuations in the price or trading volume of our shares include: variations in our quarterly operating results, which
variations we expect will be substantial, or dividends; our policy of taking a long-term perspective on making investment,
operational, and strategic decisions, which is expected to result in significant and unpredictable variations in our quarterly
returns; our creditworthiness, results of operations, and financial condition; the credit ratings of the shares; the prevailing
interest rates or rates of return being paid by other companies similar to us and the market for similar securities; failure to meet
analysts’ earnings estimates; publication of research reports about us or the investment management industry or the failure of
securities analysts to cover our shares; additions or departures of key management personnel; adverse market reaction to any
indebtedness we may incur or securities we may issue in the future; actions by stockholders; changes in market valuations of
similar companies; speculation in the press or investment community; changes or proposed changes in laws or regulations or
differing interpretations thereof affecting our businesses or enforcement of these laws and regulations, or announcements
relating to these matters; a lack of liquidity in the trading of our shares; adverse publicity about the investment management
industry generally or individual scandals, specifically; a breach of our computer systems, software, or networks, or
misappropriation of our proprietary information; and economic, financial, geopolitical, regulatory, or judicial events or
conditions that affect us or the financial markets.
Certain of our co-founders have the right to designate members of our Board of Directors.
Pursuant to the stockholder agreements with certain of our co-founders, for so long as such co-founder and/or his
“Stockholder Group” (as defined in the stockholder agreements) beneficially owns at least 5% of our issued and outstanding
common stock, such co-founders will have the right to nominate one director to our Board of Directors. In addition, such co-
founder will have the right to nominate a second director to our Board of Directors until the earlier of (x) such time as such co-
founder and/or his Stockholder Group ceases to beneficially own at least 20 million shares of our common stock and (y)
January 1, 2027. For so long as at least one co-founder is entitled to designate two directors to the Board of Directors, the co-
founders then serving on our Board of Directors may (i) designate a co-founder to serve as chair or co-chair and (ii) designate a
co-founder to serve on each of the compensation and nominating committees and any executive committee, subject to
applicable law and listing standards. Accordingly, for such period of time, our co-founders will have significant influence over
the composition of our Board of Directors and could prevent certain changes in the composition of our Board of Directors.
Our amended and restated certificate of incorporation does not limit the ability of our former general partner, co-founders,
directors, officers, or stockholders to compete with us.
Our amended and restated certificate of incorporation provides that none of our former general partner, co-founders,
directors, officers, or stockholders will have any duty to refrain from engaging, directly or indirectly, in the same business
activities or similar business activities or lines of business in which we operate. In the ordinary course of their business
activities, these persons may engage in activities where their interests conflict with our interests or those of our other
stockholders.
These persons also may pursue acquisition opportunities that may be complementary to our business and, as a result,
those acquisition opportunities may not be available to the Company. In addition, these persons may have an interest in our
pursuing acquisitions, divestitures, and other transactions that, in their judgment, could enhance their investment, even though
such transactions might involve risks to our common stockholders.

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Anti-takeover provisions in our organizational documents could delay or prevent a change in control.
Certain provisions in our amended and restated certificate of incorporation and bylaws may discourage, delay, or prevent
a merger or acquisition that a stockholder may consider favorable by, for example:
• permitting our Board of Directors to issue one or more series of preferred stock;
• providing for the loss of voting rights for the common stock;
• requiring advance notice for stockholder proposals and nominations;
• placing limitations on convening stockholder meetings;
• prohibiting stockholder action by written consent unless such action is consented to by the Board of Directors;and
• imposing super majority voting requirements for certain amendments to our amended and restated certificate of
incorporation.
These provisions also may discourage acquisition proposals or delay or prevent a change in control.
The provision of our amended and restated certificate of incorporation requiring exclusive venue in the Court of Chancery
in the State of Delaware for certain types of lawsuits may have the effect of discouraging lawsuits against us and our
directors, officers, and stockholders.
Our amended and restated certificate of incorporation requires, to the fullest extent permitted by law, that any claims,
suits, actions, or proceedings arising out of or relating in any way to our amended and restated certificate of incorporation may
only be brought in the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction
thereof, any other court in the State of Delaware with subject matter jurisdiction. This provision may have the effect of
discouraging lawsuits against us and our directors, officers, and stockholders.
If The Carlyle Group Inc. were deemed to be an “investment company” under the Investment Company Act, applicable
restrictions could make it impractical for us to continue our business as contemplated and could have a material adverse
effect on our business.
An entity generally will be deemed to be an “investment company” for purposes of the Investment Company Act if:
• it is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing,
reinvesting, or trading in securities; or
• absent an applicable exemption, it owns or proposes to acquire investment securities having a value exceeding 40% of
the value of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis.
We believe that we are engaged primarily in the business of providing asset management services and not in the
business of investing, reinvesting, or trading in securities. We hold ourselves out as an asset management firm and do not
propose to engage primarily in the business of investing, reinvesting, or trading in securities. Accordingly, we do not believe
that The Carlyle Group Inc. is an “orthodox” investment company as defined in section 3(a)(1)(A) of the Investment Company
Act and described in the first bullet point above. Furthermore, The Carlyle Group Inc. does not have any material assets other
than its interests in certain wholly owned subsidiaries, which in turn have no material assets other than certain interests in the
Carlyle Holdings partnerships. These wholly owned subsidiaries are the sole general partners of the Carlyle Holdings
partnerships and are vested with all management and control over the Carlyle Holdings partnerships. We do not believe that the
equity interests of The Carlyle Group Inc. in its wholly owned subsidiaries or the general partner interests of these wholly
owned subsidiaries in the Carlyle Holdings partnerships are investment securities. Moreover, because we believe that the capital
interests of the general partners of our funds in their respective funds are neither securities nor investment securities, we believe
that less than 40% of The Carlyle Group Inc.’s total assets (exclusive of U.S. government securities and cash items) on an
unconsolidated basis are composed of assets that could be considered investment securities. Accordingly, we do not believe that
The Carlyle Group Inc. is an inadvertent investment company by virtue of the 40% test in section 3(a)(1)(C) of the Investment
Company Act as described in the second bullet point above. In addition, we believe that The Carlyle Group Inc. is not an

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investment company under section 3(b)(1) of the Investment Company Act because it is primarily engaged in a non-investment
company business.
The Investment Company Act and the rules thereunder contain detailed parameters for the organization and operation
of investment companies. Among other things, the Investment Company Act and the rules thereunder limit or prohibit
transactions with affiliates, impose limitations on the issuance of debt and equity securities, generally prohibit the issuance of
options, and impose certain governance requirements. We intend to conduct our operations so that The Carlyle Group Inc. will
not be deemed to be an investment company under the Investment Company Act. If anything were to happen that would cause
The Carlyle Group Inc. to be deemed to be an investment company under the Investment Company Act, requirements imposed
by the Investment Company Act, including limitations on our capital structure, ability to transact business with affiliates
(including us) and ability to compensate key employees, could make it impractical for us to continue our business as currently
conducted, impair the agreements and arrangements between and among The Carlyle Group Inc. and our senior Carlyle
professionals, and materially adversely affect our business, results of operations, and financial condition. In addition, we may
be required to limit the amount of investments that we make as a principal or otherwise conduct our business in a manner that
does not subject us to the registration and other requirements of the Investment Company Act.
The consolidation of investment funds, holding companies, or operating businesses of our portfolio companies could make it
more difficult to understand the operating performance of the Company and could create operational risks for the Company.
Under applicable U.S. GAAP standards, we may be required to consolidate certain of our investment funds, holding
companies, or operating businesses if we determine that these entities are VIEs and that we are the primary beneficiary of the
VIE, as discussed in Note 2 , Summary of Significant Accounting Policies , to our consolidated financial statements in Part II,
Item 8 of this Annual Report on Form 10-K. The number of funds we are required to consolidate has been increasing as a result
of the impacts of capital from our balance sheet invested in new products and our indirect interest in funds through our
investment in Fortitude. Generally, the consolidation of our investment funds has a gross-up effect on our assets, liabilities and
cash flows but has no net effect on the net income attributable to the Company beyond the capital contributed by us to the
consolidated investment funds . The majority of the net economic ownership interests of these consolidated investment funds are
reflected as non-controlling interests in consolidated entities in the consolidated financial statements.
However, in certain of the consolidated investment funds, particularly those where we have elected to invest additional
amounts or bridge investments in new investment areas, the non-controlling interests are less significant. Additionally, the
consolidated investment funds are not the same entities in all periods presented. As a result, t he consolidation of such entities
could make it difficult for an investor to understand our operating performance. In addition, as the number of funds we
consolidate increases, our reporting processes may become more complex, which may lead to higher costs and introduce
operational risk.
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.
Our effective tax rate and tax liability is based on the application of current income tax laws, regulations, and treaties.
These laws, regulations, and treaties are complex, and the manner that they apply to us and our funds is sometimes open to
interpretation. Significant management judgment is required in determining our provision for income taxes, uncertain tax
positions, deferred tax assets and liabilities, and any valuation allowance recorded against our net deferred tax assets. Although
management believes its application of current laws, regulations, and treaties to be correct and sustainable upon examination by
the tax authorities, the tax authorities could challenge our interpretation, resulting in additional tax liability or adjustment to our
income tax provision that could increase our effective tax rate.
There may be changes in tax laws or interpretations of tax laws (possibly with retrospective effect) in jurisdictions in
which we operate, are managed, are advised, are promoted, or invest. Such changes could materially increase the amount of
taxes that we, our portfolio companies, our investors, or our employees and other key personnel are required to pay. This could
significantly impact returns by materially and adversely affecting the value of our investments or the feasibility of making
certain investments, require us to negatively revalue our deferred taxes, and/or materially increase our effective tax rate and tax
liabilities. Changes to taxation treaties or interpretations of taxation treaties between one or more such jurisdictions and the
countries through which we hold investments, or the introduction of, or change to, European Union (“EU”) directives may
adversely affect our ability to efficiently realize and repatriate income and capital gains from the jurisdictions in which they

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arise. These changes to tax laws , taxation treaties, and interpretations may require complex computations not previously
required, significant judgments, and/or preparation of information not previously relevant or regularly produced, which may
increase tax-related regulatory and compliance costs. For example, the Inflation Reduction Act of 2022 (the “IRA”) introduced,
among other things, a 15% alternative minimum tax on the “adjusted financial statement income” of certain large corporations,
which has required judgments in interpretation and complex computations and analysis to be performed that were not
previously required in U.S. tax law.
In addition, the One Big Beautiful Bill Act (the “OBBBA”) was enacted on July 4, 2025, and made permanent many
provisions from the Tax Cuts and Jobs Act of 2017 and amended or eliminated certain provisions from the IRA. Treasury, the
Internal Revenue Service, and other standard-setting bodies are expected to issue additional guidance relating to
implementation of OBBBA , which may be applied or otherwise administered differently from our interpretations. It is unclear
whether additional legislation will be enacted into law under the current administration or, if enacted, what form it would take,
and it is also unclear whether there could be further regulatory or administrative action that could affect U.S. tax rules.
State and local governments also may enact tax laws that fundamentally change state and local taxation, increase audit
activity, or prompt more aggressive interpretations of existing laws and regulations. Any of these risks may have a material
adverse effect on our results of operations, financial condition, and cash flow.
Our workforce, including employees, key personnel, and service providers, has become increasingly geographically
dispersed. This geographic dispersion may subject our entities to higher tax and compliance costs, including increased payroll
taxes, social security contributions, and other employment-related obligations. It may also cause our entities to become subject
to taxation in additional jurisdictions where they were not previously considered to have a taxable presence. If these incremental
tax or compliance costs are passed on to employees or other personnel, or if we are required to implement more restrictive
working arrangements to manage associated risks, our ability to attract, develop, and retain talent could be adversely affected.
In addition, failure to properly manage these obligations could expose us to penalties, additional assessments, or other
regulatory consequences.
International tax developments also may significantly impact us. The OECD’s base erosion and profit shifting
(“BEPS”) project is focused on a number of issues, including the shifting of profits between affiliated entities in different tax
jurisdictions, interest deductibility, and eligibility for the benefits of double tax treaties. Several of the measures, including
measures covering treaty abuse (including an anti-abuse “principal purpose” test), the deductibility of interest expense, local
nexus requirements, transfer pricing, and hybrid mismatch arrangements are potentially relevant to some of our structures and
could have an adverse tax impact on our funds, investors, and/or our portfolio companies, including by adversely impacting our
ability to efficiently realize and repatriate income and capital gains from the jurisdictions in which they arise. Many individual
jurisdictions have introduced domestic legislation implementing certain of the BEPS action points, but because timing of
implementation and the specific measures adopted will vary among participating member countries, uncertainty remains
regarding the impact of the BEPS proposals. Moreover, many of the jurisdictions in which we have made (or expect to make)
investments have now ratified, accepted, and approved the OECD’s Multilateral Instrument that brings into effect a number of
relevant changes to double tax treaty eligibility. While these changes continue to be introduced, there remains uncertainty as to
whether and to what extent we may benefit from such treaties and whether our funds may look to their investors in order to
derive tax treaty or other benefits. This position is likely to remain uncertain for a number of years.
In addition, the EU has adopted (and subsequently extended) an Anti-Tax Avoidance Directive (the “ATAD rules”),
which directly implements some of the BEPS project action points within EU law and requires EU Member States to transpose
the ATAD rules into their domestic laws. The ATAD rules, which include rules targeting reverse hybrids, and the domestic
laws that implement them are extensive, complex, and could apply to a wide range of scenarios. While certain countries have
issued guidance on the application of these rules, the impact of the ATAD rules and their application to our entities remains
uncertain. These rules could have an adverse tax impact on our firm, funds, investors, and/or our portfolio companies.
On January 17, 2023, the European Parliament approved a proposal for an anti-tax avoidance directive laying down
rules to prevent the misuse of shell entities for tax purposes within the EU (the “Unshell Proposal,” also known as “ATAD
III”). In a report from the General Secretariat of the Council of the European Union dated June 18, 2025, it was noted that the
original aims of the proposal for a council directive laying down rules to prevent the misuse of shell entities for tax purposes
within the EU could be achieved through clarifications or amendments to existing hallmarks under DAC 6. Whether such
clarifications or amendments to existing hallmarks under DAC 6 will be made, and if so, the details and timing of the
implementation of such clarifications or amendments and their impact on our entities and the performance of certain funds
remains uncertain.

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A number of proposals from the European Commission have been issued or adopted that further enhance and move
beyond the work on the BEPS project. First, a package of tax reforms was approved by the European Parliament on November
13, 2025,comprising the “Proposal for a Council Directive on Business in Europe: Framework for Income Taxation” (“BEFIT”)
(which seeks to produce a comprehensive solution for business taxation in the EU). BEFIT aims to introduce a common set of
rules for EU companies to calculate their taxable base while ensuring a more effective allocation of profits between EU
countries. Following adoption by the European Council, the proposal is intended to come into force on July 1, 2028. BEFIT has
the potential to alter taxing rights with the EU and may include substantive changes to applicable tax rules. Second, the
European Council has agreed to implement changes to the procedures used across the European Union in respect of withholding
taxes (known as “FASTER”). Specifically, the changes are aimed at simplifying the procedures for a refund or applying for
relief at the source; however, the changes could have broader implications. These withholding tax changes, once implemented
into domestic legislation, are expected to come into effect from January 1, 2030. The details and timing of the implementation
of BEFIT (if adopted) and FASTER and the impact on our funds, or any entities in or through which our funds invest, is
uncertain.
The OECD also has issued proposals, commonly referred to as “BEPS 2.0,” which fundamentally change the
international tax system. The proposals are based on two “pillars” involving the shifting of taxing rights to the jurisdiction of
the consumer (“Pillar One”) and ensuring all companies pay a global minimum corporate tax (“Pillar Two”). Under Pillar One,
multinational enterprises (“MNEs”) with an annual global turnover of at least EUR 20 billion will be subject to rules allocating
a formulaic share of consolidated profits in excess of a 10% profit margin to the jurisdictions where their consumers or users
are located (subject to threshold rules). MNEs carrying on specific low-risk activities are excluded, including “regulated
financial services.” Pillar Two imposes a minimum effective tax rate of 15% on MNEs that have consolidated revenues of at
least EUR 750 million in at least two out of the last four years. The OECD has released model rules and commentary for Pillar
Two, including guidance on the treatment of taxes paid by U.S. companies on non-U.S. income under the U.S. Global
Intangible Low-Taxed Income regime. The proposals are complex and subject to significant uncertainty, and consultation in
respect of certain aspects of the rules is ongoing as we await further guidance from the OECD. On January 5, 2026, the OECD
announced a “side-by-side” system under which U.S.-parented groups would be able to elect to be effectively exempt from
certain of the Pillar Two rules, together with certain simplifications to the existing rules. The details of such amendments and
the “side-by-side” system remain the subject of further discussions and clarifications from the OECD, and the implementation
of such system by the OECD member countries remains uncertain. Pillar One and Pillar Two could impact the effective tax
rates for our firm, funds, portfolio companies, and investors, including by way of higher levels of tax being imposed, possible
denial of deductions, increased withholding taxes, and/or profits being allocated differently. It is likely that our entities also will
be subject to significant additional compliance and/or reporting obligations. Any tax laws, regulations, or treaties newly enacted
or enacted in the future also may cause us to revalue our deferred taxes and have a material change to our effective tax rate and
tax liabilities, as a result.
Moreover, the Netherlands continues to provide additional updates to its withholding tax on dividends. As of January
1, 2024, dividend distributions made by Dutch companies to “associated beneficiaries” established in blacklisted jurisdictions
(or non-blacklisted jurisdictions, in the case of situations that are deemed to be “abusive”) may be subject to a conditional
withholding tax. The applicable tax rate is linked to the highest corporate income tax in the relevant year (being 25.8% in
2025). We are monitoring the impact of these rules, which could result in additional withholding taxes being levied on our
investment funds or on repatriation of income and gains generated.
U.S. and foreign tax regulations could adversely affect our ability to raise funds from certain foreign investors and increase
compliance costs.
We must comply with complicated and expansive information tax reporting regimes in multiple jurisdictions, which
require us to perform due diligence and to report information about certain account holders and investors, as well as potential
withholding. Failure to comply with these requirements could result in increased administrative and compliance costs for our
investment entities and, in some cases, could subject our investment entities to increased withholding taxes or monetary
penalties.

ITEM 1B. UNRESOLVED STAFF COMMENTS
None.

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ITEM 1C. CYBERSECURITY
Risk Management and Strategy
We regularly assess risks from cybersecurity threats, monitor our information systems for potential vulnerabilities, and
test those systems pursuant to our cybersecurity policies, standards, processes, and practices, which are integrated into our
overall risk management system. To protect our information systems from cybersecurity threats, we use various security tools
that help us identify, protect against, detect, respond to, and recover from security incidents. These efforts are implemented by
our Global Technology & Solutions (“GTS”) team in partnership with other stakeholders and are essential for our operations.
Our systems, data, network, and infrastructure are monitored and administered by formal controls and risk management
processes that log events and help protect the firm’s data. In addition, our business continuity plans are designed to allow
critical business functions to continue in the event of an emergency. The GTS team works closely with our business segment
teams to maintain operational resilience through business continuity planning and annual information technology disaster
recovery and incident response plan testing. These efforts are underpinned by the implementation of security best practices,
where possible, such as:
• Multi-factor authentication for remote access, privileged access management for system administrators,
application whitelisting, laptop encryption, mobile device management software, and advanced malware
defenses on endpoints;
• Incident preparedness and response planning and risk mitigation;
• Independent and continuous security testing, assessment, and third-party risk management;
• Regular security awareness training, including phishing simulations;
• Restrictions on access to personal email accounts, cloud storage, social media, risk-based categories of
websites, and USB storage devices;
• Device and system access management policies and procedures that restrict access upon employee or
contractor separation from the Company; and
• Attestations by Carlyle personnel to abide by firm policies, such as our acceptable use policy, upon hire and
annually.
In addition, we partner with third parties to assess the effectiveness of our cybersecurity program, including audits and
assessments performed under the direction of Carlyle’s Internal Audit team, which co-sources with third-party cybersecurity
experts in conducting its reviews. GTS also administers the firm’s cyber third-party risk management program, which assesses
external service providers before onboarding and provides ongoing monitoring in accordance with certain risk-based
cybersecurity criteria.
To our knowledge, cybersecurity threats, including as a result of any previous detected or undetected cybersecurity
incidents, have not materially affected us, including our business strategy, results of operations, or financial condition; however,
we may learn new facts about these detected or undetected incidents and these facts may lead us to change this materiality
assessment. The sophistication of cyber threats continues to increase and there can be no assurance that the various procedures
and controls we utilize to mitigate these threats will be sufficient to prevent disruptions to our systems. Consequently, given
that the magnitude of cybersecurity incidents or threats are difficult to predict, we are unable to determine at this time whether
risks from cybersecurity threats are reasonably likely to materially affect us, including our business strategy, results of
operations, or financial condition. For an additional description of cybersecurity risk and potential related impacts on us, see
Part I, Item 1A “Risk Factors—Risks Related to Our Company—Operational risks (including those associated with our
business model), system security risks, breaches of data protection, cyberattacks, or actions or failure to act by our employees
or others with authorized access to our networks, including our ability to insure against such risks, may disrupt our businesses,
result in losses, or limit our growth.”
Governance
Our Board of Directors oversees our enterprise risk management strategy, including our strategy on cybersecurity
risks, directly and through its committees. In this respect, the Audit Committee of the Board of Directors (the “Audit
Committee”) oversees our risk management program, which focuses on the most significant risks we face in the short-,
intermediate-, and long-term timeframe. Audit Committee meetings include discussions of specific risk areas throughout the

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year, including, among others, those relating to cybersecurity, and reports from the Chief Audit Executive on our enterprise risk
profile on an annual basis. In addition, our Chief Information Security Officer (“ CISO ”) leads our cybersecurity program, chairs
our ISC, and provides cybersecurity status reporting to our Audit Committee at least annually. The ISC meets quarterly and
ensures that cybersecurity initiatives are in alignment with Carlyle’s strategic priorities .
We take a risk-based approach to cybersecurity and have implemented cybersecurity policies, standards, processes,
and practices throughout our operations that are designed to address cybersecurity threats, events, and incidents. In particular,
our cybersecurity program supports security governance, security awareness and training, security engineering and architecture,
security risk management, vulnerability management, security monitoring, and incident response capabilities. In addition, our
incident response plan contains escalation and reporting protocols, including reporting to the firm’s Disclosure Committee to
consider materiality of cybersecurity incidents. Policies and procedures are in place to assist the firm’s Disclosure Committee
with these materiality assessments and any resulting reporting requirements.
Our CISO, in coordination with our Chief Financial Officer, Chief Compliance Officer, Chief Information Officer,
Chief Risk Officer, and Chief Audit Executive, among certain other senior executives, is responsible for leading the assessment
and management of cybersecurity risks. The current CISO has over 20 years of experience in information security that includes
key roles managing cybersecurity risk in both government and the private sector.

ITEM 2. PROPERTIES
Our principal executive offices are located in leased office space at 1001 Pennsylvania Avenue, NW, Washington,
D.C. We also lease the space for our other 26 offices . We do not own any real property. We consider these facilities to be
suitable and adequate for the management and operation of our business.

ITEM 3. LEGAL PROCEEDINGS
In the ordinary course of business, the Company is a party to litigation, investigations, inquiries, employment-related
matters, disputes and other potential claims. See Note 8 , Commitments and Contingencies , to the consolidated financial
statements in Part II, Item 8 of this Annual Report on Form 10-K for a discussion of certain of these matters.

ITEM 4. MINE SAFETY DISCLOSURES
Not Applicable.

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PART II.

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES
Our common stock is traded on the Nasdaq Global Select Market under the symbol “CG.”
The number of holders of record of our common stock as of February 24, 2026 was 5 . This does not include the
number of stockholders that hold shares in “street name” through banks or broker-dealers.
Dividend Policy
Under our dividend policy for our common stock, we expect to pay our common stockholders an annualized dividend
of $1.40 per share of common stock, equal to a quarterly dividend of $0.35 per share of common stock.
The declaration and payment of any dividends to holders of our common stock are subject to the discretion of our
Board of Directors, which may change our dividend policy at any time or from time to time, and the terms of our amended and
restated certificate of incorporation. There can be no assurance that dividends will be made as intended or at all or that any
particular dividend policy will be maintained.
Stock Performance Graph
The following graph depicts the total return to holders of our common stock from the closing price on December 31,
2020, the last trading day of our 2020 fiscal year, through December 31, 2025 , the last trading day of our 2025 fiscal year,
relative to the performance of the Dow Jones U.S. Asset Managers index and the S&P MidCap 400 index. The graph assumes
$100 invested on December 31, 2020 and dividends received reinvested in the security or index.
The performance graph is not intended to be indicative of future performance. The performance graph shall not be
deemed “soliciting material” or to be “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject
to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any of the Company’s filings
under the Securities Act or the Exchange Act.

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Issuer Purchases of Equity Securities
The following table sets forth repurchases of our common stock during the three months ended December 31, 2025 for
the periods indicated. During the three months ended December 31, 2025 , 3.3 million shares were repurchased. In addition, 0.5
million shares were retired in connection with the net share settlement of equity-based awards, which are not included in the
table below.

Period

(a) Total number
of shares
purchased

(b) Average
price paid per
share

(c) Total number of
shares purchased as
part of publicly
announced plans or
programs

(d) Maximum number (or
approximate dollar value)
of shares that may yet be
purchased under the
plans or programs (3)

(Dollars in millions, except unit and per unit data)

October 1, 2025 to October 31, 2025 (1)

—

$ —

—

$ 779.3

November 1, 2025 to November 30, 2025
(1)(2)

2,574,274

$ 52.55

2,574,274

$ 644.0

December 1, 2025 to December 31, 2025
(1)(2)

713,330

$ 55.69

713,330

$ 604.3

Total

3,287,604

3,287,604

(1) The Board of Directors reset the total repurchase authorization of our previously approved share repurchase program
to $1.4 billion in shares of our common stock, effective as of February 6, 2024. Under the share repurchase program,
shares of our common stock may be repurchased from time to time in open market transactions, in privately
negotiated transactions, or otherwise, including through Rule 10b5-1 plans. The timing and actual number of shares
of common stock repurchased will depend on a variety of factors, including legal requirements and price, economic,
and market conditions. In addition to the repurchase of common stock, the share repurchase program is used for the
payment of tax withholding amounts upon net share settlement of equity-based awards granted pursuant to our Equity
Incentive Plan or otherwise based on the value of shares withheld that would have otherwise been issued to the award
holder. The repurchase program may be suspended or discontinued at any time and does not have a specified
expiration date. The Board of Directors reset the total repurchase authorization to $2.0 billion in shares of our
common stock, effective as of February 26, 2026.
(2) Reflects shares purchased in open market and brokered transactions, which were subsequently retired.
(3) The remaining repurchase authorization was $165.7 million as of December 31, 2025 , when factoring in the net share
settlement of equity-based awards.
Sales of Unregistered Securities
Pursuant to our amended agreement with NGP Management, we agreed to grant additional shares of common stock on
February 1 in an amount based on total distributions received by the Company from NGP Management, in any case not to
exceed $10.0 million per year. In the first quarter of 2025, we restructured the terms of our strategic investment in NGP and
terminated the obligation to grant up to $10.0 million of Carlyle common shares to NGP annually following a final grant made
with respect to 2030.
In order to effectuate the amended NGP agreement, we entered into agreements with an affiliate of NGP Management
on each of the dates below to deliver such shares as follows:

2023

2024

2025

2026

2027

2028

2029

Date of Agreement:

February 1, 2020

89,820

—

—

—

—

—

—

February 1, 2021

87,419

87,418

—

—

—

—

—

February 1, 2022

75,290

56,467

56,467

—

—

—

—

February 1, 2023

—

103,432

77,574

77,573

—

—

—

February 1, 2024

—

—

98,918

74,188

74,187

—

—

February 1, 2025

—

—

—

68,757

51,567

51,567

—

February 1, 2026

—

—

—

—

50,603

37,952

37,952

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Such securities have been offered and sold in reliance on the exemption contained in Section 4(a)(2) of the Securities
Act as a transaction by the issuer not involving a public offering. No general solicitation or underwriters were involved in such
offer and sale.
Rule 10b5-1 Trading Plans
As permitted by our policies and procedures governing transactions in our securities by our directors, executive
officers, and other employees, from time to time, some of these persons may establish plans or arrangements complying with
Rule 10b5-1 under the Exchange Act, and similar plans and arrangements relating to our common stock.

ITEM 6. [RESERVED]

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Unless context suggests otherwise, references in this report to “Carlyle,” the “Company,” “we,” “us,” and “our”
refer to The Carlyle Group Inc. and its consolidated subsidiaries. The following discussion and analysis should be read in
conjunction with the consolidated financial statements and the related notes included in this Annual Report on Form 10-K.
The following discussion includes a comparison of our results for the years ended December 31, 2025 and 2024 . For a
discussion of our results for the year ended December 31, 2023 and a comparison of results for the years ended December 31,
2024 and 2023 , see Part II, Item 7 “ Management’s Discussion and Analysis of Financial Condition and Results of Operations ”
of our Annual Report on Form 10-K for the year ended December 31, 2024 , which specific discussion is incorporated herein by
reference.
Overview
We are one of the world’s largest global investment firms and deploy private capital across our business. We conduct
our operations through three reportable segments: Global Private Equity, Global Credit, and Carlyle AlpInvest (formerly,
Global Investment Solutions).
 
• Global Private Equity — Our Global Private Equity segment advises our buyout, growth, real estate, and
infrastructure & natural resources funds. The segment also includes the NGP Carry Funds advised by NGP.
As of December 31, 2025 , our Global Private Equity segment had $163.5 billion in AUM and $101.4 billion
in Fee-earning AUM.
• Global Credit — Our Global Credit segment advises funds and vehicles that pursue investment strategies
including insurance solutions, liquid credit, opportunistic credit, direct lending, asset-backed finance, aviation
finance, infrastructure credit, cross-platform credit products, and global capital markets. As of December 31,
2025 , our Global Credit segment had $211.3 billion in AUM and $169.5 billion in Fee-earning AUM.
• Carlyle AlpInvest — Our Carlyle AlpInvest segment advises global private equity programs that pursue
secondary purchases and financing of existing portfolios, managed co-investment programs, and primary fund
investments. As of December 31, 2025 , our Carlyle AlpInvest segment had $102.0 billion in AUM and $66.0
billion in Fee-earning AUM.
We earn management fees pursuant to contractual arrangements with the investment funds that we manage and fees for
transaction advisory and oversight services provided to portfolio companies of these funds. We also typically receive a
performance fee from an investment fund, which may be either an incentive fee or a special residual allocation of income,
which we refer to as a performance allocation, or carried interest, in the event that specified investment returns are achieved by
the fund. Under U.S. generally accepted accounting principles (“U.S. GAAP”), we are required to consolidate some of the
investment funds that we advise. However, for segment reporting purposes, we present revenues and expenses on a basis that
deconsolidates these investment funds. Refer to Note 15 , Segment Reporting , to the consolidated financial statements included
in this Annual Report on Form 10-K for more information on the differences between our financial results reported pursuant to
U.S. GAAP and our financial results for segment reporting purposes.

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Trends Affecting Our Business
Equity markets closed out 2025 at or near new all-time highs, with major indices across the United States, Europe, and
Japan setting new records in the fourth quarter. In Europe, the Euro Stoxx 50 rose 5% to end the year 18% higher, while the
Nikkei rose 12% in the quarter to tally more than 26% for the year, firmly surpassing the 1989 peak that took nearly 35 years to
regain. Returns in the United States decelerated from a strong third quarter with the S&P 500 gaining 2.3% for the fourth
quarter and 16% for the year, marking the first time in 20 years that the S&P 500 was the worst performing major equity index.
While continued economic growth and a resolution to the U.S. government shutdown helped support momentum across many
sectors, concerns regarding an “AI bubble” intensified in November and dragged down many of the largest technology
companies in the last two months of the year. The “Magnificent 7,” which generated annualized returns of 29% over the last
five years and represented over half of the S&P 500’s gains from 2021 through their peak on October 29, 2025, have declined
7% from their top (as of February 24, 2026), offsetting gains in the rest of the index. By contrast, cyclical, value, and quality
factors have strengthened since the start of the year; after a period of large-cap growth dominance, more reasonably priced
value stocks have outperformed by over 600 basis points (“bps”) year-to-date in 2026. Public equity markets overall have been
volatile in recent weeks; individual stocks have experienced large price swings in apparent response to headlines, new AI
product offerings, and “viral” research reports. The software sector in particular has sold off on “AI disruption” fears and is
down 33% year-to-date through February 24, 2026. Meanwhile, the public-private market valuation gap widened to its largest
level in at least a decade in 2025, as buyout purchase multiples in the United States fell to 11.2x earnings before interest, taxes,
depreciation, and amortization (“EBITDA”), while public market valuations rose to 17.7x EBITDA, about half a turn below
their 2021 peak of 18.2x EBITDA. Importantly, this valuation differential is not a reflection of underlying performance. Every
year since 2019, including the twelve months ended September 30, 2025, which represents the most recent private markets data,
the median buyout company has matched or beaten the revenue and EBITDA growth rates of the median company in the S&P
500.
While headline U.S. GDP growth of 1.4% disappointed in the fourth quarter, real underlying demand as proxied by
real final sales to private domestic purchasers (which strips out effects from trade, inventories, and government spending) was
more resilient and expanded at a 2.4% annualized rate. Business spending remained a key contributing factor; our proprietary
portfolio data indicate technology spending growth ended the year at a record 30% annualized rate. Consistent with prior
quarters, much of this momentum remains concentrated in AI-related investment, particularly data centers, where hardware
shipments are 7.5x higher than 2021 levels and capital expenditures continue to grow rapidly from a much larger base. While
many observers focus on the economy’s “dependence” on the surge in AI-related capex, there are increasing signs that it is
“crowding out” other forms of real estate development as data centers consume a larger share of the finite supply of investible
capital. For other real estate sectors, capital is increasingly scarce, setting the stage for strategies focused elsewhere, such as our
own real estate funds, to find greater opportunities to generate higher relative returns. Despite a constructive macro backdrop,
our portfolio data suggest U.S. labor market momentum has softened further as the deceleration in payroll employment growth
now appears to exceed what could be explained by the labor-supply shock from immigration enforcement. Some hiring
weakness appears tied to corporate AI-integration efforts, as companies reassess workflows and pursue efficiencies to create
financial capacity for incremental tech-enabled services spending. Recent statements from the Federal Open Market Committee
(“FOMC”) , however, suggest that they are no longer as concerned with the labor market as they were in the fourth quarter of
2025, and feel comfortable with the current policy rate. Given the Federal Reserve’s historically dovish bias, continued cooling
in employment and inflation indicators could increase the likelihood of additional easing down the road, despite core Personal
Consumption Expenditures (“ PCE”) inflation that remains near the 3% levels that have main tained for the better part of two
years.
In Europe, there is a push for greater strategic autonomy that can only be achieved through a substantial increase in the
domestic development and production of defense technologies and systems. Early signs of these efforts have started to become
visible through improvement in broader economic data, supported by a notable pickup in factory output that seems to be tied to
defense-related orders. Germany has also been part of that improvement, though energy-intensive industrial production remains
roughly 20% below levels seen prior to Russia’s invasion of Ukraine , and momentum may hinge on how quickly Berlin can
translate public investment plans into executed spending. Federal investment in Germany rose 17% in 2025 to €87 billion,
though still came in nearly €29 billion below the original budget. In China, the key story continues to be the divergence
between household consumption and industrial output: retail sales grew just 0.9% in December 2025 from a year earlier, the
slowest pace since 2022, while industrial output grew by over 5%, contributing to a record $1.2 trillion trade surplus for the
year. In India, our data suggest domestic demand grew at its fastest pace in over two years, supported by the Goods and
Services Tax reform and low inflation that continues to support real household incomes. In Japan, recent moves in the yen and
Japan 10-year government bond yields have fueled concerns of fiscal sustainability and the risk of a sovereign debt or currency
crisis. However, these concerns overlook key attributes of the Japanese economy. Nominal per capita GDP has grown at an
annualized rate of nearly 3% over the past five years, and public net debt looks manageable, particularly when viewed through
the lens of substantial broader economy-wide savings. The normalization of rates appears to be more consistent with an

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economy exiting its deflationary slump than of one in crisis. Japanese policymakers want this process to unfold gradually while
preserving the benefits of a competitive exchange rate. Given recent election outcomes, Japan’s new leadership may also be
able to move faster on its stated plans to increase defense spending and potentially ease restrictions on weapons sales to allies
and partners. These shifts could create capital deployment opportunities surrounding increased defense expenditure.
Additionally, tax reform could provide a near-term boost to growth by increasing disposable income for households and
supporting domestic demand.
Global mergers and acquisitions (“M&A”) activity was very strong in 2025, with total volume of $5.1 trillion , a
notable 44% increase over 2024 and the highest annual volume since 2021. The fourth quarter was the busiest of the year, with
over $1.5 trillion in transactions, up 19% from the prior quarter, and 57% from a year ago. However, headline volumes were
boosted by a shift toward larger deals. In 2025, average deal size was $125 million, a nearly 50% increase over 2024 and a 40%
increase over the average size in the preceding five years (2020 through 2024). Buyout activity rose at a similar pace. Globally,
financial sponsors announced $657 billion in buyout transactions in 2025, roughly 48% higher than 2024, with U.S.-target deals
accounting for nearly 60% of global volume amid a surge in large transactions. In the fourth quarter, general partners
announced $155 billion in global leveraged buyouts, nearly 50% higher than a year earlier, though underlying deal counts
remained subdued at 420 deals, and the top 10 deals represented 53% of quarterly volume. Despite blockbuster deal volumes,
buyout exits remained slow. Aggregate exit volumes of $116 billion in the fourth quarter of 2025 were roughly flat to the third
quarter and were 18% lower than the fourth quarter of 2024; only 410 companies were fully divested globally, the lowest
quarterly exit count since the fourth quarter of 2022. However, the initial public offering (“IPO”) market gained momentum
throughout the year. In the fourth quarter, 21 U.S. exchange-listed IPOs raised $12.9 billion, a pullback in comparison to a very
strong third quarter but still the second-best quarter by dollar amount since the fourth quarter of 2021. Activity remained
concentrated in certain sectors: software and pharma/healthcare accounted for nearly 60% of deals and roughly 80% of
proceeds. Notably, Medline alone represented 55% of total proceeds in the fourth quarter. In total, there were 93 U.S.-exchange
listed IPOs over full-year 2025, with proceeds totaling $43.4 billion, an increase of 21% and 84% in transaction and volume
terms, respectively, over 2024.
Credit markets remained resilient in 2025, with demand supported by record fundraising in the CLO market, and an
uptick in new supply from robust M&A activity, dividend recaps, and refinancing. While U.S. institutional loan activity fell in
the fourth quarter, 2025 was still the second-busiest year on record with total activity over $1 trillion. European leveraged loan
volume increased 21% over 2024, driven by a wave of repricing on the back of more favorable financing conditions. Spreads
continued to compress, with direct lending deals pricing at 510bps and 521bps in the United States and Europe, respectively,
and syndicated markets pricing well below 400bps in both regions. Risks appear to be muted, as defaults plus distressed
exchanges in the leveraged loan market fell by more than a percentage point over the fourth quarter to end the year at just a
3.35% rate; private credit defaults remained below 2% as of the third quarter of 2025 (the latest quarter for which data are
available).
Our carry fund portfolio appreciated 8% during 2025. Within our Global Private Equity segment, our corporate private
equity funds appreciated 7% , with particular strength in our latest vintage U.S. buyout and Japan buyout funds, which
appreciated 17% and 33% , respectively, during the year, and our latest Europe technology fund, which appreciated 20% during
the year. As a result, the net accrued performance revenues in our corporate private equity strategy increased. Our infrastructure
and natural resources funds appreciated 17% , and our real estate funds appreciated 3% . Our Global Credit carry funds (which
represent approximately 11% of the total Global Credit remaining fair value as of December 31, 2025) appreciated 16% in 2025
and carry funds in our Carlyle AlpInvest segment appreciated 6% .
In contrast to the muted transaction volumes in the broader market, activity across our platform in 2025 picked up
significantly relative to 2024. We generated $34.1 billion in realized proceeds from our carry funds in 2025, an increase of 19%
from the prior year . We also continued to successfully execute public offerings during the year, including the IPO of Medline,
which was the largest public offering of 2025. We deployed $54.5 billion across our platform during 2025, a more than 25%
increase over 2024, which included $10.4 billion and $14.2 billion in invested capital in our Global Private Equity and Carlyle
AlpInvest segments, respectively. In our Global Credit segment, deployment of $29.9 billion in 2025 included the closing of
nine new CLOs, and gross originations across our platform including $5.1 billion in our direct lending strategy, which had its
highest quarter of originations in the fourth quarter of 2025. In connection with the increase in deal activity, our net transaction
and portfolio advisory fees of $206.0 million for the year increased 35 % from $152.5 million in 2024.
We had $53.7 billion in capital inflows in 2025, an increase of 32% from 2024. Inflows during the year included over
$ 7 billion in our evergreen wealth products, contributing to a near doubling of assets under management year-over-year in this
area of strategic focus. We also completed fundraising on our largest secondaries fund in Carlyle AlpInvest during 2025, which
reflects the demand for secondary solutions as investors seek liquidity and portfolio optimization strategies. With $88 billion of

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available capital across our three business segments, we are well-positioned to deploy capital across our global investment
platform.
Notable Developments
Dividends
In February 2026, our Board of Directors declared a quarterly dividend of $0.35 per share to common stockholders of
record at the close of business on February 16, 2026 , payable on February 20, 2026 .
Senior Note Issuance
In September 2025, we issued $800.0 million of 5.050% senior notes due 2035. For further information, see Note 6 ,
Borrowings , to the consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K.
Share Repurchase Program
Our Board of Directors reset the total repurchase authorization to $2.0 billion in shares of our common stock, effective
as of February 26, 2026. Under the share repurchase program, shares of our common stock may be repurchased from time to
time in open market transactions, in privately negotiated transactions, or otherwise, including through Rule 10b5-1 plans. The
timing and actual number of shares of common stock repurchased will depend on a variety of factors, including legal
requirements and price, economic, and market conditions. In addition to the repurchase of common stock, the share repurchase
program is used for the payment of tax withholding amounts upon net share settlement of equity-based awards granted pursuant
to our Equity Incentive Plan or otherwise based on the value of shares withheld that would have otherwise been issued to the
award holder. The repurchase program may be suspended or discontinued at any time and does not have a specified expiration
dat e .

Key Financial Measures
Our key financial measures and operating metrics are discussed in the following pages. Additional information
regarding U.S. GAAP measures and our other significant accounting policies can be found in Note 2 , Summary of Significant
Accounting Policies , to the consolidated financial statements included in this Annual Report on Form 10-K.
Revenues
Revenues primarily consist of Fund management fees , Incentive fees , Investment income (including Performance
allocations , realized and unrealized gains of our investments in our funds, and other principal investments), as well as Interest
and other income .
Fund management fees . Fund management fees include management fees and transaction and portfolio advisory fees.
We earn management fees for advisory services we provide to funds in which we hold a general partner interest or to funds or
certain portfolio companies with which we have an investment advisory or investment management agreement. These fees are
largely from either traditional closed-end, long-dated funds, which are highly predictable and stable, or Perpetual Capital
products as defined below. Management fees also include catch-up management fees, which are episodic in nature and
represent management fees charged to fund investors in subsequent closings of a fund which apply to the time period between
the fee initiation date and the subsequent closing date. We also earn management fees on our CLOs and other structured
products.
Transaction and portfolio advisory fees generally include capital markets fees generated by Carlyle Global Capital
Markets in connection with activities related to the underwriting, issuance and placement of debt and equity securities, and loan
syndication for our portfolio companies and third-party clients, which are generally not subject to rebate offsets as described
below with respect to our most recent vintages (but are subject to the rebate offsets set forth below for older funds).
Underwriting fees include gains, losses, and fees arising from securities offerings in which we participate in the underwriter
syndicate.
Transaction and portfolio advisory fees also include fees we receive for the transaction and portfolio advisory services
we provide to our portfolio companies. When covered by separate contractual agreements, we recognize transaction and
portfolio advisory fees for these services when the performance obligation has been satisfied and collection is reasonably

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assured. We are generally required to offset our fund management fees by the transaction and advisory fees earned, which we
refer to as “rebate offsets.”
The recognition of portfolio advisory fees, transactions fees, and capital markets fees can be volatile as they are
primarily generated by investment activity within our funds, and therefore are impacted by our investment pace or other capital
transactions at our portfolio companies.
Incentive fees . Incentive fees consist of performance-based incentive arrangements pursuant to management contract s
when the return on assets under management exceeds certain benchmark returns or other performance targets. In such
arrangements, incentive fees are recognized when the performance benchmark has been achieved.
Investment income (loss) . Investment income (loss) consists of our performance allocations as well as the realized and
unrealized gains and losses resulting from our equity method investments and other principal investments.
Performance allocations consist principally of the performance-based capital allocation from fund limited partners to
us, commonly referred to as carried interest, from certain of our investment funds, which we refer to as the “carry funds.”
Carried interest revenue is recognized by Carlyle upon appreciation of the valuation of our funds’ investments above certain
return hurdles as set forth in each respective partnership agreement and is based on the amount that would be due to us pursuant
to the fund partnership agreement at each period end as if the funds were liquidated at such date. Accordingly, the amount of
carried interest recognized as performance allocations reflects our share of the fair value gains and losses of the associated
funds’ underlying investments measured at their then-current fair values relative to the fair values as of the end of the prior
period. As a result, the performance allocations earned in an applicable reporting period are not indicative of any future period,
as fair values are based on conditions prevalent as of the reporting date. Refer to “—Trends Affecting Our Business” for further
discussion.
For any given period, performance allocations revenue on our statement of operations may include reversals of
previously recognized performance allocations due to a decrease in the value of a particular fund that results in a decrease of
cumulative performance allocations earned to date. Since fund return hurdles are cumulative, previously recognized
performance allocations also may be reversed in a period of appreciation that is lower than the particular fund’s hurdle rate.
Additionally, unrealized performance allocations reverse when performance allocations are realized, and unrealized
performance allocations can be negative if the amount of realized performance allocations exceed total performance allocations
generated in the period. The timing and receipt of realized performance allocations varies with the lifecycle of our carry funds
and there is often a difference between the time we start accruing performance allocations and realization. The timing of
performance allocation realizations from our Carlyle AlpInvest, Carlyle Aviation, and Abingworth funds is typically later than
in our other carry funds based on the terms of such arrangements.
Under our arrangements with the historical owners and management teams of AlpInvest and Abingworth, the amount
of carried interest to which we are entitled varies. In some cases, we are entitled to 15% of the carried interest in respect of
commitments from the historical owners of AlpInvest for the period between 2011 and 2020. In certain instances, carried
interest associated with the AlpInvest fund vehicles is subject to entity level income taxes in the Netherlands. Additionally, in
connection with the acquisition of Abingworth, we are entitled to 15% of carried interest generated from certain Abingworth
funds.
Realized carried interest may be clawed back or given back to the fund if the fund’s investment values decline below
certain return hurdles, which vary from fund to fund. This amount is known as the “giveback obligation.” In all cases, each
investment fund is considered separately in evaluating carried interest and potential giveback obligations. See Note 8 ,
Commitments and Contingencies , to the consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-
K for additional information.
Accrued performance allocations and accrued giveback obligations at a point in time assume a hypothetical liquidation
of the funds’ investments at their then current fair values. Each investment fund is considered separately in evaluating carried
interest and potential giveback obligations. These assets and liabilities will continue to fluctuate in accordance with the fair
values of the funds’ investments until they are realized. The Company uses “net accrued performance revenues” to refer to the
aggregation of the accrued performance allocations net of (i) accrued giveback obligations, (ii) accrued performance allocations
related compensation, (iii) performance allocations related tax obligations, and (iv) accrued performance allocations attributable
to non-controlling interests. Net accrued performance revenues exclude any net accrued performance allocations and incentive
fees that have been realized but will be collected in subsequent periods, as well as net accrued performance revenues which are
presented as fee related performance revenues when realized in our non-GAAP financial measures. Realized performance
allocation-related compensation that has not yet been paid is also excluded from our net accrued performance allocations.

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In addition, realized performance allocations may be reversed in future periods to the extent that such amounts become
subject to a giveback obligation. The aggregate amount of giveback obligations realized since Carlyle’s inception totaled
$257.0 million , $175.6 million of which was related to various Legacy Energy Funds. Given that current and former senior
Carlyle professionals and other limited partners of the Carlyle Holdings partnerships are responsible for paying the majority of
the realized giveback obligation, only $87.1 million of the $257.0 million aggregate giveback obligation realized since
inception was attributable to Carlyle. The realization of giveback obligations for the Company’s portion of such obligations
reduces Distributable Earnings in the period realized. Further, each individual who holds equity interests in carried interest
generated by our funds and is a recipient of realized carried interest typically signs a guarantee agreement or partnership
agreement that personally obligates such person to return his/her pro rata share of any amounts of realized carried interest
previously distributed that are later clawed back. Accordingly, carried interest as performance allocation compensation is
subject to return to the Company in the event a giveback obligation is funded. Generally, the actual giveback liability, if any,
does not become due until the end of a fund’s life.
In addition, in our discussion of our non-GAAP results, we use the term “realized net performance revenues” to refer
to realized performance allocations and incentive fees from our funds, net of the portion allocated to our investment
professionals, and other employees and certain tax expenses associated with carried interest attributable to certain partners and
employees, which are reflected as realized performance allocations and incentive fees related compensation expense. See “—
Non-GAAP Financial Measures” and “—Segment Analysis” for the amount of realized net performance revenues recognized
each period and related discussion.
Investment income also represents the realized and unrealized gains and losses on our principal investments, including
our investments in Carlyle funds that are not consolidated, and our strategic investments in NGP as described below. Realized
principal investment income (loss) is recorded when we redeem all or a portion of our investment or when we receive or are due
cash income, such as dividends or distributions. A realized principal investment loss is also recorded when an investment is
deemed to be permanently impaired or worthless. Unrealized principal investment income (loss) results from changes in the fair
value of the underlying investment, as well as the reversal of previously recognized unrealized gains (losses) at the time an
investment is realized.
We account for our investments in NGP under the equity method of accounting. Our investments in NGP include the
equity interests in NGP Management and the general partners of certain carry funds advised by NGP. Following the
restructuring of the terms of our strategic investment in NGP in March 2025 (the “Restructuring”), our equity interests in NGP
Management entitle us to an allocation of income equal to 55.0% of the management fee related revenues earned by NGP
Management for existing funds, and up to 55.0% for all NGP funds that held an initial closing after December 31, 2024,
including all management fees being retained by NGP for the years 2025 through 2028 on such future NGP funds. Our
investment in the general partners of the NGP Carry Funds entitle us to up to 47.5% of the performance allocations received
from NGP fund general partners. For further information regarding our strategic investments in NGP and the Restructuring,
refer to Note 4 , Investments , to the consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K.
We record investment income (loss) for our equity income allocation from NGP management fee related revenues and
our share of any allocated expenses from NGP Management, as well as expenses associated with the compensatory elements of
the strategic investment and any impairment charges. We also record our equity income allocation from NGP performance
allocations in principal investment income (loss) from equity method investments rather than performance allocations in our
consolidated statements of operations. We do not control or manage NGP. Moreover, we do not operate NGP’s business, have
representation on NGP’s board or serve as an investment advisor to any investment fund sponsored by NGP, nor do we direct
the operations of any of NGP’s portfolio companies. While we have consent rights over certain major actions by NGP outside
of the ordinary course of NGP’s business (including, for example, consent rights over items such as amendments to the
organizational documents of the entity in which we are invested, changes to the management fee streams earned by NGP under
its fund agreements, or the incurrence of certain debt by NGP and other similar items), we have no voting rights or consent
rights on any NGP investment committee that selects investments to be made by NGP funds.
Interest and other income . Interest and other income primarily represents reimbursement of certain costs incurred on
behalf of our funds, as well as interest income that we earn such as from our cash and money market accounts and other
investments, including CLO senior and subordinated notes.
Interest and other income of Consolidated Funds . Interest and other income of Consolidated Funds primarily
represents the interest earned on assets of consolidated CLOs.
Net investment income of Consolidated Funds . Net investment income of Consolidated Funds generally measures the
change in the difference in fair value between the assets and the liabilities of the Consolidated Funds. Income (loss) indicates

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that the fair value of the assets of the Consolidated Funds appreciated more (less), or depreciated less (more), than the fair value
of the liabilities of the Consolidated Funds. Income or loss is not necessarily indicative of the investment performance of the
Consolidated Funds and does not impact the management or incentive fees received by Carlyle for its management of the
Consolidated Funds. The portion of the net investment income (losses) of Consolidated Funds attributable to the limited partner
investors is allocated to non-controlling interests. Therefore, income or loss is not expected to have a material impact on the
revenues or profitability of the Company beyond the Company’s capital invested in the Consolidated Funds . Moreover,
although the assets of the Consolidated Funds are consolidated onto our balance sheet pursuant to U.S. GAAP, ultimately we do
not have recourse to such assets and such liabilities are generally non-recourse to us. Therefore, income or loss from the
Consolidated Funds generally does not impact the assets available to our common stockholders.
Expenses
Compensation and benefits . Compensation includes salaries, bonuses, equity-based compensation, and performance
payment arrangements. Bonuses are accrued over the service period to which they relate.
We recognize as compensation expense the portion of performance allocations and incentive fees that are due to our
employees, senior Carlyle professionals, advisors, and operating executives in a manner consistent with how we recognize the
performance allocations and incentive fee revenue. These amounts are accounted for as compensation expense in conjunction
with the related performance allocations and incentive fee revenue and, until paid, are recognized as a component of the accrued
compensation and benefits liability. Compensation in respect of performance allocations and incentive fees is paid when the
related performance allocations and incentive fees are realized, and not when such performance allocations and incentive fees
are accrued. The funds do not have a uniform allocation of performance allocations and incentive fees to our employees, senior
Carlyle professionals, advisors, and operating executives. However, we generally allocate a range of 60% to 70% of
performance allocations and incentive fees to our employees.
In addition, we have implemented various equity-based compensation arrangements that require senior Carlyle
professionals and other employees to provide services over a service period of generally one year to four years in order to vest
in the applicable equity interests, which under U.S. GAAP will result in compensation charges over current and future periods.
In certain of our equity-based compensation arrangements, vesting is based on the achievement of certain performance targets
or market conditions. See Note 14 , Equity-Based Compensation , to the consolidated financial statements in Part II, Item 8 of
this Annual Report on Form 10-K for additional information. Compensation charges associated with all equity-based
compensation grants are excluded from Fee Related Earnings and Distributable Earnings.
We may hire additional individuals and overall compensation levels may correspondingly increase, which could result
in an increase in compensation and benefits expense. As a result of prior acquisitions, we have charges associated with
contingent consideration taking the form of earn-outs and profit participation, some of which are reflected as compensation
expense.
General, administrative and other expenses . General, administrative and other expenses include occupancy and
equipment expenses and other expenses, which consist principally of professional fees, including those related to our global
regulatory compliance program, external costs of fundraising, travel and related expenses, communications and information
services, depreciation and amortization (including intangible asset amortization and impairment), bad debt expense, and foreign
currency transactions. We expect that general, administrative and other expenses will vary due to infrequently occurring or
unusual items, such as impairment of intangible assets or lease right-of-use assets and expenses or insurance recoveries
associated with litigation and contingencies. Also, in periods of significant fundraising, to the extent that we use third parties to
assist in our fundraising efforts, our general, administrative and other expenses may increase accordingly. Similarly, our
general, administrative and other expenses may increase as a result of professional and other fees incurred as part of due
diligence related to strategic acquisitions and new product development. Additionally, we anticipate that general, administrative
and other expenses will fluctuate from period to period due to the impact of foreign exchange transactions.
Interest and other expenses of Consolidated Funds . Interest and other expenses of Consolidated Funds consist
primarily of interest expense related primarily to loans of consolidated CLOs, professional fees and other third-party expenses.
Income taxes. Income taxes are accounted for using the asset and liability method of accounting. Under this method,
deferred tax assets and liabilities are recognized for the expected future tax consequences of differences between the carrying
amounts of assets and liabilities and their respective tax basis, using currently enacted tax rates. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in income in the period in which the change is enacted. Deferred tax
assets are reduced by a valuation allowance when it is more likely than not that some or all of the deferred tax assets will not be
realized.

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Non-controlling Interests in Consolidated Entities. Non-controlling interests in consolidated entities represent the
component of equity in consolidated entities not held by us. These interests are adjusted for general partner allocations.
Earnings Per Common Share. We compute earnings per common share in accordance with ASC 260, Earnings Per
Share . Basic earnings per common share is calculated by dividing net income (loss) attributable to the common shares of the
Company by the weighted average number of common shares outstanding for the period. Diluted earnings per common share
reflects the assumed conversion of all dilutive securities. See Note 12 , Earnings Per Common Share , to the consolidated
financial statements in Part II, Item 8 of this Annual Report on Form 10-K for additional information.
Non-GAAP Financial Measures
Distributable Earnings. Distributable Earnings, or “DE,” is a key performance benchmark used in our industry and is
evaluated regularly in making resource deployment and compensation decisions, and in assessing the performance of our three
segments. We also use DE in our budgeting, forecasting, and the overall management of our segments. We believe that
reporting DE is helpful to understanding our business and that investors should review the same supplemental financial measure
that management uses to analyze our segment performance. DE is intended to show the amount of net realized earnings without
the effects of consolidation of the Consolidated Funds. DE is derived from our segment reported results and is an additional
measure to assess performance.
Distributable Earnings differs from income (loss) before provision for income taxes computed in accordance with U.S.
GAAP in that it includes certain tax expenses associated with certain foreign performance revenues (composed of performance
allocations and incentive fees), and does not include unrealized performance allocations and related compensation expense,
unrealized principal investment income, equity-based compensation expense, net income (loss) attributable to non-Carlyle
interest in consolidated entities, or charges (credits) related to Carlyle corporate actions and non-recurring items that affect
period-to-period comparability and are not reflective of the Company’s operational performance. Charges (credits) related to
Carlyle corporate actions and non-recurring items include: charges associated with the Conversion, charges associated with
acquisitions, dispositions, or strategic investments, changes in the tax receivable agreement liability, amortization and any
impairment charges associated with acquired intangible assets, transaction costs associated with acquisitions and dispositions,
charges associated with earn-outs and contingent consideration including gains and losses associated with the estimated fair
value of contingent consideration issued in conjunction with acquisitions or strategic investments, impairment charges
associated with lease right-of-use assets, gains and losses from the retirement of debt, charges associated with contract
terminations and employee severance, and non-recurring items that affect period-to-period comparability and are not reflective
of the Company’s operating performance. We believe the inclusion or exclusion of these items provides investors with a
meaningful indication of our core operating performance. This measure supplements and should be considered in addition to
and not in lieu of the results of operations discussed further under “—Consolidated Results of Operations” prepared in
accordance with U.S. GAAP.
Fee Related Earnings. Fee Related Earnings, or “FRE,” is a component of DE and is used to assess the ability of the
business to cover base compensation and operating expenses from total fee revenues. FRE adjusts DE to exclude net realized
performance revenues, realized principal investment income from investments in Carlyle funds, and net interest (interest
income less interest expense). Fee Related Earnings includes fee related performance revenues and related compensation
expense. Fee related performance revenues represent the realized portion of performance revenues that are measured and
received on a recurring basis, are not dependent on realization events, and which have no risk of giveback.
Operating Metrics
We monitor certain operating metrics that are common to the asset management industry.
Fee-earning Assets under Management. Fee-earning assets under management or Fee-earning AUM refers to the
assets we manage or advise from which we derive recurring fund management fees. Our Fee-earning AUM is generally based
on one of the following, once fees have been activated :
(a) the amount of limited partner capital commitments, generally for carry funds where the original investment period
has not expired and for AlpInvest carry funds during the commitment fee period (see “Fee-earning AUM based on
capital commitments” in the table below for the amount of this component at each period);
(b) the remaining amount of limited partner invested capital at cost, generally for carry funds and certain co-
investment vehicles where the original investment period has expired (see “Fee-earning AUM based on invested
capital” in the table below for the amount of this component at each period);

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(c) the amount of aggregate fee-earning collateral balance at par of our CLOs and other securitization vehicles, as
defined in the fund indentures (pre-2020 CLO vintages are generally exclusive of equities and defaulted positions)
as of the quarterly cut-off date;
(d) the external investor portion of the net asset value of certain carry funds and evergreen products (see “Fee-earning
AUM based on net asset value” in the table below for the amount of this component at each period);
(e) the fair value of Fortitude’s general account assets invested under the strategic advisory services agreement (see
“Fee-earning AUM based on fair value and other” in the table below);
(f) the gross assets (including assets acquired with leverage) of certain cross-platform credit and direct lending
products , excluding cash and cash equivalents for one of our business development companies (included in “Fee-
earning AUM based on fair value and other” in the table below); and
(g) the lower of cost or fair value of invested capital, generally for AlpInvest carry funds where the commitment fee
period has expired and certain carry funds where the investment period has expired, (included in “Fee-earning
AUM based on fair value and other” in the table below).
The chart below presents Fee-earning AUM by segment at each period, in billions.

The table below details Fee-earning AUM by its respective components at each period.

 

As of December 31,

 

2025

2024

Consolidated Results

(Dollars in millions)

Components of Fee-earning AUM

Fee-earning AUM based on capital commitments

$ 71,611

$ 58,885

Fee-earning AUM based on invested capital

80,814

81,826

Fee-earning AUM based on collateral balances, at par

44,455

45,890

Fee-earning AUM based on net asset value

30,151

23,369

Fee-earning AUM based on fair value and other

109,747

94,388

Balance, End of Period (1)

$ 336,778

$ 304,358

(1) Ending balances as of December 31, 2025 and 2024 exclude $16.8 billion and $22.8 billion , respectively, of pending Fee-earning AUM
for which fees have not yet been activated.

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The table below provides the period to period rollforward of Fee-earning AUM.

 

Year Ended December 31,

 

2025

2024

Consolidated Results

(Dollars in millions)

Fee-earning AUM Rollforward

Balance, Beginning of Period

$ 304,358

$ 307,418

Inflows (1)

55,584

32,971

Outflows (including realizations) (2)

(29,787)

(31,289)

Market Activity & Other (3)

1,845

(1,856)

Foreign Exchange (4)

4,778

(2,886)

Balance, End of Period

$ 336,778

$ 304,358

(1) Inflows represents limited partner capital raised by our carry funds or separately managed accounts for which management fees based on
commitments were activated during the period, the fee-earning commitments invested in vehicles for which management fees are based
on invested capital, the fee-earning collateral balance of new CLO issuances, reinsurance and other transactions at Fortitude, as well as
gross subscriptions in vehicles for which management fees are based on net asset value. Inflows exclude fundraising amounts during the
period for which fees have not yet been activated, which are referenced as Pending Fee-earning AUM.
(2) Outflows represents the impact of realizations from vehicles with management fees based on remaining invested capital at cost or fair
value, changes in basis for funds where the investment period, weighted-average investment period or commitment fee period has
expired during the period, reductions for funds that are no longer calling for fees, gross redemptions in our open-end funds, and outflows
from our liquid credit products. Distributions for funds earning management fees based on commitments during the period do not affect
Fee-earning AUM.
(3) Market Activity & Other represents realized and unrealized gains (losses) on portfolio investments in our carry funds based on the lower
of cost or fair value and net asset value, activity of funds with fees based on gross asset value, and changes in the fair value of Fortitude’s
general account assets covered by the strategic advisory services agreement.
(4) Foreign Exchange represents the impact of foreign exchange rate fluctuations on the translation of our non-U.S. dollar denominated
funds. Activity during the period is translated at the average rate for the period. Ending balances are translated at the spot rate as of the
period end.
Refer to “—Segment Analysis” for a detailed discussion by segment of the activity affecting Fee-earning AUM for
each of the periods presented by segment.
Assets under Management. Assets under management or “AUM” refers to the assets we manage or advise. Our AUM
generally equals the sum of the following :
(a)  the aggregate fair value of our carry funds and related co-investment vehicles, and separately managed accounts, plus
the capital that Carlyle is entitled to call from investors in those funds and vehicles (including Carlyle commitments to
those funds and vehicles and those of senior Carlyle professionals and employees) pursuant to the terms of their capital
commitments to those funds and vehicles;
(b) the amount of aggregate collateral balance and principal cash at par or aggregate principal amount of the notes of our
CLOs and other structured products (inclusive of all positions);
(c) the net asset value of certain carry funds and evergreen products;
(d) the fair value of Fortitude’s general account assets invested under the strategic advisory services agreement; and
(e) the gross assets (including assets acquired with leverage) of certain cross-platform credit and direct lending products,
plus the capital that Carlyle is entitled to call from investors in those vehicles pursuant to the terms of their capital
commitments to those vehicles.

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The chart below presents Total AUM by segment at each period, in billions.

We include in our calculation of AUM and Fee-earning AUM the NGP Energy Funds that are advised by NGP. Our
calculation of AUM also includes third-party capital raised for the investment in Fortitude through a Carlyle-affiliated
investment fund and from strategic investors who directly invest in Fortitude alongside the fund. The AUM and Fee-earning
AUM related to the strategic advisory services agreement with Fortitude are inclusive of the net asset value of investments in
Carlyle products. These amounts are also reflected in the AUM and Fee-earning AUM of the strategy in which they are
invested.
For most of our Global Private Equity and Carlyle AlpInvest carry funds, total AUM includes the fair value of the
capital invested, whereas Fee-earning AUM includes the amount of capital commitments or the remaining amount of invested
capital, depending on whether the original investment period for the fund has expired. As such, Fee-earning AUM may be
greater than total AUM when the aggregate fair value of the remaining investments is less than the cost of those investments.
Our calculations of AUM and Fee-earning AUM may differ from the calculations of other asset managers. As a result,
these measures may not be comparable to similar measures presented by other asset managers. In addition, our calculation of
AUM (but not Fee-earning AUM) includes uncalled commitments to, and the fair value of invested capital in, our investment
funds from Carlyle and our personnel, regardless of whether such commitments or invested capital are subject to management
fees or performance allocations. Our calculations of AUM or Fee-earning AUM are not based on any definition of AUM or
Fee-earning AUM that is set forth in the agreements governing the investment funds that we manage or advise.
We generally use Fee-earning AUM as a metric to measure changes in the assets from which we earn recurring
management fees. Total AUM tends to be a better measure of our investment and fundraising performance as it reflects
investments at fair value plus available capital.

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The table below provides the period to period rollforward of Total AUM.

 

Year Ended December 31,

 

2025

2024

 

(Dollars in millions)

Consolidated Results

Total AUM Rollforward

Balance, Beginning of Period

$ 441,020

$ 425,994

Inflows (1)

53,692

40,781

Outflows (including realizations) (2)

(43,280)

(36,575)

Market Activity & Other (3)

18,046

15,220

Foreign Exchange (4)

7,389

(4,400)

Balance, End of Period

$ 476,867

$ 441,020

(1) Inflows generally reflects the impact of gross fundraising, reinsurance and other transactions at Fortitude, and corporate acquisitions
during the period, if any. For funds or vehicles denominated in foreign currencies, this reflects translation at the average quarterly rate.
(2) Outflows includes distributions net of recallable or recyclable amounts in our carry funds, related co-investment vehicles, and separately
managed accounts, gross redemptions in our open-end products, outflows from our liquid credit products, and the expiration of available
capital.
(3) Market Activity & Other generally represents realized and unrealized gains (losses) on portfolio investments in our carry funds and
related co-investment vehicles, and separately managed accounts, as well as the net impact of fees, expenses and non-investment income,
change in gross asset value for our business development companies, changes in the fair value of Fortitude’s general account assets
covered by the strategic advisory services agreement, and other changes in AUM.
(4) Foreign Exchange represents the impact of foreign exchange rate fluctuations on the translation of our non-U.S. dollar denominated
funds. Activity during the period is translated at the average rate for the period. Ending balances are translated at the spot rate as of the
period end.
Please refer to “—Segment Analysis” for a detailed discussion by segment of the activity affecting Total AUM for
each of the periods presented.
Available Capital. “Available Capital” refers to the amount of capital commitments available to be called for
investments, which may be reduced for equity invested that is funded via a fund credit facility and expected to be called from
investors at a later date, plus any additional assets/liabilities at the fund level other than active investments. Amounts previously
called may be added back to available capital following certain distributions. “Expired Available Capital” occurs when a fund
has passed the investment and follow-on periods and can no longer invest capital into new or existing deals. Any remaining
Available Capital, typically a result of either recycled distributions or specific reserves established for the follow-on period that
are not drawn, can only be called for fees and expenses and is therefore removed from the Total AUM calculation.
Perpetual Capital . “Perpetual Capital” refers to the assets we manage or advise which have an indefinite term and for
which there is no immediate requirement to return capital to investors upon the realization of investments made with such
capital, except as required by applicable law. Perpetual Capital may be materially reduced or terminated under certain
conditions, including reductions from changes in valuations and payments to investors, including through elections by investors
to redeem their investments, dividend payments, and other payment obligations, as well as the termination of or failure to renew
the respective investment advisory agreements. Perpetual Capital includes: (a) assets managed under the strategic advisory
services agreement with Fortitude, (b) our Core Plus real estate fund, (c) our business development companies and certain other
direct lending products, (d) Carlyle Tactical Private Credit Fund (“CTAC”), (e) our closed-end tender offer Carlyle AlpInvest
Private Markets (“CAPM”) and Carlyle AlpInvest Private Markets Secondaries (“CAPS”) funds, and (f) certain other structured
credit products. As of December 31, 2025 , our total AUM and Fee-earning AUM included $115.4 billion and $110.9 billion ,
respectively, of Perpetual Capital. Our Perpetual Capital total AUM and Fee-earning AUM, exclusive of assets managed under
the strategic advisory services agreement with Fortitude, was $35.0 billion and $30.5 billion , respectively, as of December 31,
2025 .
Performance Fee Eligible AUM. “Performance Fee Eligible AUM” represents the AUM of funds for which we are
entitled to receive performance allocations, inclusive of the fair value of investments in those funds (which we refer to as
“Performance Fee Eligible Fair Value”) and their Available Capital. Performance Fee Eligible Fair Value is “Performance Fee-
Generating” when the associated fund has achieved the specified investment returns required under the terms of the fund’s
agreement and is accruing performance revenue as of the quarter-end reporting date. Funds whose performance allocations are

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treated as fee related performance revenues are excluded from these metrics. As of December 31, 2025 , our total AUM included
$235.5 billion of Performance Fee Eligible AUM.

Consolidation of Certain Carlyle Funds
The Company consolidates all entities that it controls either through a majority voting interest or as the primary
beneficiary of variable interest entities. The entities we consolidate are referred to collectively as the Consolidated Funds in our
consolidated financial statements. The assets and liabilities of the Consolidated Funds are generally held within separate legal
entities and, as a result, the assets of the Consolidated Funds are not available to support our operating activities, and similarly,
the liabilities of the Consolidated Funds are non-recourse to us. As of December 31, 2025 , our Consolidated Funds represent
approximately 4% of our AUM; 2% of our management fees; and 4% of our total investment income or loss on an
unconsolidated basis for the year ended December 31, 2025 .
We are not required under the consolidation guidance to consolidate in our financial statements most of the investment
funds we advise. However, we consolidate certain CLOs and certain other funds that we advise, and the number of funds we are
required to consolidate has been increasing as a result of the impacts of capital from our balance sheet invested in new products
and our indirect interest in funds through our investment in Fortitude (see Note 4 , Investments ). As of December 31, 2025 , the
assets and liabilities of the Consolidated Funds were primarily related to our consolidated CLOs, which held approximately
$11.0 billion of total assets. Additionally, the Investments of Consolidated Funds included approximately $1.1 billion related to
investments that have been bridged to investment funds in our Global Private Equity segment.
Generally, the consolidation of the Consolidated Funds has a gross-up effect on our assets, liabilities and cash flows
but has no net effect on the net income attributable to the Company. The majority of the net economic ownership interests of the
Consolidated Funds are reflected as non-controlling interests in consolidated entities in the consolidated financial statements.
However, in certain Consolidated Funds, particularly those where we have elected to invest additional amounts or bridge
investments in new investment areas, the non-controlling interests are less significant and may impact net income attributable to
the common stockholders .
The Consolidated Funds are not the same entities in all periods presented. The Consolidated Funds in future periods
may change due to changes in fund terms, formation of new funds, and terminations of funds. Because only a small portion of
our funds are consolidated, the performance of the Consolidated Funds is not necessarily consistent with or representative of the
combined performance trends of all of our funds.
For further information on our consolidation policy and the consolidation of certain funds, see Note 2 , Summary of
Significant Accounting Policies , to the consolidated financial statements included in this Annual Report on Form 10-K.

Consolidated Results of Operations
The following table and discussion sets forth information regarding our consolidated results of operations for the years
ended December 31, 2025 and 2024 . Our consolidated financial statements have been prepared on substantially the same basis
for all historical periods presented; however, the C onsolidated Funds are not the same entities in all periods shown due to
changes in fund terms and the creation and termination of funds. As further described above, the consolidation of these funds
primarily has the impact of increasing interest and other income of Consolidated Funds, interest and other expenses of
Consolidated Funds, and net investment income (losses) of Consolidated Funds in the year that the fund is initially
consolidated. The consolidation of th ese funds had no effect on net income attributable to the Company for the periods
presented.

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Year Ended December 31,

Change

 

2025

2024

$

%

 

(Dollars in millions)

Revenues

Fund management fees

$ 2,396.6

$ 2,188.1

$ 208.5

10 %

Incentive fees

190.5

133.5

57.0

43 %

Investment income

Performance allocations

1,222.5

2,015.7

(793.2)

(39) %

Principal investment income

119.2

238.7

(119.5)

(50) %

Total investment income

1,341.7

2,254.4

(912.7)

(40) %

Interest and other income

215.7

218.2

(2.5)

(1) %

Interest and other income of Consolidated Funds

635.3

631.6

3.7

1 %

Total revenues

4,779.8

5,425.8

(646.0)

(12) %

Expenses

Compensation and benefits

Cash-based compensation and benefits

895.2

875.5

19.7

2 %

Equity-based compensation

374.7

467.9

(93.2)

(20) %

Performance allocations and incentive fee related
compensation

936.3

1,361.5

(425.2)

(31) %

Total compensation and benefits

2,206.2

2,704.9

(498.7)

(18) %

General, administrative and other expenses

784.3

665.6

118.7

18 %

Interest

123.9

121.0

2.9

2 %

Interest and other expenses of Consolidated Funds

624.3

564.9

59.4

11 %

Other non-operating expenses (income)

(0.2)

(0.3)

0.1

(33) %

Total expenses

3,738.5

4,056.1

(317.6)

(8) %

Other income

Net investment income of Consolidated Funds

117.9

24.0

93.9

NM

Income before provision for income taxes

1,159.2

1,393.7

(234.5)

(17) %

Provision for income taxes

214.5

302.6

(88.1)

(29) %

Net income

944.7

1,091.1

(146.4)

(13) %

Net income attributable to non-controlling interests in consolidated
entities

136.0

70.7

65.3

92 %

Net income attributable to The Carlyle Group Inc. Common
Stockholders

$ 808.7

$ 1,020.4

$ (211.7)

(21) %

NM - Not meaningful.

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Revenues
Fund management fees .  Fund management fees increased $208.5 million , or 10% , for the year ended December 31,
2025 compared to 2024 , primarily due to the following:

Year Ended December 31,

2025 v. 2024

(Dollars in millions)

Increase in management fees from the commencement of the investment period for certain newly raised
funds which charge fees based on commitments and the impact of incremental fundraising in funds
which activated fees in a prior period

$ 232.9

Net decrease in management fees resulting from the change in basis from commitments to invested
capital and step-downs in rate for certain funds, and the impact of net investment activity in funds
whose management fees are based on invested capital, including the impact of changes in the base under
the strategic advisory services agreement with Fortitude

(132.8)

Increase in catch-up management fees from subsequent closes of funds that are in the fundraising period

46.8

Increase in transaction and portfolio advisory fees

53.5

All other changes (1)

8.1

Total increase in Fund management fees (2)

$ 208.5

(1) The year ended December 31, 2025 included approximately $19 million of catch-up subordinated management fees in certain aviation
funds.
(2) Total increase in Fund management fees does not include our equity income allocation from NGP management fee related revenues. We
do not control NGP and account for our strategic investment in NGP as an equity method investment under U.S. GAAP. Therefore, Fund
management fees associated with NGP are included in Principal investment income (loss) in our U.S. GAAP results.
N o fund generated over 10% of total fund management fees in any of the periods presented. In 2025, average Fee-
earning AUM in our Carlyle AlpInvest and Global Credit segments grew approximately 21% and 5%, respectively, relative to
the average balances in 2024, while average Fee-earning AUM in 2025 for Global Private Equity fell by 3% relative to the
average balance in 2024. As a result, Fund management fees increased in Carlyle AlpInvest and Global Credit, while Global
Private Equity decreased, which was due in part to smaller buyout fund sizes in our corporate private equity strategy and step-
downs in rate or basis as well as realizations , partially offset by the activation of fees in certain products in our Global Private
Equity segment. The increase in catch-up management fees for the year ended December 31, 2025 was primarily attributable to
our Carlyle AlpInvest segment. We expect catch-up management fees associated with our Carlyle AlpInvest segment to
decrease in 2026 compared to 2025, as fundraising for our most recent vintage of secondaries & portfolio finance funds
concluded during 2025.
Fund management fees included transaction and portfolio advisory fees, net of rebate offsets, of $206.0 million and
$152.5 million for the years ended December 31, 2025 and 2024 , respectively. These fees primarily comprise capital markets
fees generated by Carlyle Global Capital Markets. The recognition of portfolio advisory fees, transactions fees, and capital
markets fees can be volatile as they are primarily generated by investment activity within our funds, and therefore are impacted
by our investment pace. See “—Trends Affecting Our Business” for further discussion on our investment activity and broader
market trends.

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Investment income .  Investment income decreased $0.9 billion for the year ended December 31, 2025 compared to
2024 , which included a decrease in Performance allocations of $0.8 billion and a decrease in Principal investment income (loss)
of $0.1 billion . The components of Investment income are included in the following table:

Year Ended December 31,

Change

2025

2024

$

%

(Dollars in millions)

Performance allocations

$ 1,222.5

$ 2,015.7

$ (793.2)

(39) %

Principal investment income:

Investment income from NGP, which includes performance
allocations

(28.2)

103.6

(131.8)

(127) %

Investment income from our carry funds:

Global Private Equity

40.4

35.3

5.1

14 %

Global Credit

13.6

12.3

1.3

11 %

Carlyle AlpInvest

14.0

6.4

7.6

119 %

Investment (loss) income from our CLOs

(15.9)

23.0

(38.9)

NM

Investment income from Carlyle FRL

29.8

33.8

(4.0)

(12) %

Investment income (loss) from our other Global Credit products

15.4

(4.8)

20.2

NM

Investment income on foreign currency hedges

2.1

4.0

(1.9)

(48) %

All other investment income (loss)

48.0

25.1

22.9

91 %

Total Principal investment income

119.2

238.7

(119.5)

(50) %

Total Investment income

$ 1,341.7

$ 2,254.4

$ (912.7)

(40) %

Performance allocations .  Performance allocations by segment for years ended December 31, 2025 and 2024
comprised the following:

Year Ended December 31,

Change

2025

2024

$

%

(Dollars in millions)

Global Private Equity

$ 680.9

$ 1,559.9

$ (879.0)

(56) %

Global Credit

282.6

227.7

54.9

24 %

Carlyle AlpInvest

259.0

228.1

30.9

14 %

Total performance allocations

$ 1,222.5

$ 2,015.7

$ (793.2)

(39) %

Performance allocations for the year ended December 31, 2025 included :
• In the Global Private Equity segment, Performance allocation accruals were primarily driven by appreciation in
CP VII, CP VIII, and our infrastructure and natural resources funds, partially offset by the reversal of Performance
allocation accruals in CAP V driven by the impact of preferred returns.
• In the Global Credit segment, Performance allocation accruals were primarily driven by appreciation in SASOF
V, CCOF II, and CCOF III.
• In the Carlyle AlpInvest segment, Performance allocation accruals were primarily driven by appreciation in ASF
VIII, ACF VIII, and ASF VII .
Performance allocations for the year ended December 31, 2024 included:
• In the Global Private Equity segment, Performance allocation accruals were primarily driven by appreciation in
CP VII, and to a lesser extent appreciation in CP VIII, partially offset by the reversal of Performance allocation
accruals in CEP V reflecting portfolio depreciation.

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• In the Global Credit segment, Performance allocation accruals were primarily driven by appreciation in our
opportunistic credit funds.
• In the Carlyle AlpInvest segment, Performance allocation accruals were primarily driven by appreciation in our
secondaries & portfolio finance and co-investment funds .
See “—Trends Affecting Our Business” for further discussion on the macroeconomic, geopolitical and industry
landscape, and our investment activity.
Principal investment income . The decrease in Principal investment income for the year ended December 31, 2025
compared to 2024 was primarily attributable to an impairment charge of $92.5 million and a $38.0 million reduction in NGP
accrued carry, both related to the restructuring of the terms of our strategic investment in NGP (see Note 4, Investments, for
more information), and investment losses from our CLOs in 2025 compared to gains in 2024. These were partially offset by an
increase in investment income (loss) from our other Global Credit products primarily driven by our BDCs and an increase in
investment income related to our Carlyle AlpInvest products .
Expenses
Compensation and benefits . Total compensation and benefits decreased $498.7 million for the year ended
December 31, 2025 compared to 2024 , primarily attributable to a decrease in Performance allocations and incentive fee related
compensation of $425.2 million , which was primarily attributable to the impact of the decrease in Performance allocations on
which Performance allocations and incentive fee related compensation is based, and a decrease in Equity-based compensation
of $93.2 million , which was primarily attributable to lower amortization on performance-based stock awards, partially offset by
additional equity awards granted in February 2025. In December 2025, we granted 2.7 million restricted stock units that are
subject to vesting based on the achievement of stock price performance conditions over a service period of four years. The
grant-date fair value of these performance-based stock awards was approximately $136 million . As a result, Equity-based
compensation is expected to be higher in 2026 and s uch expense is incurred regardless of whether the stock price performance
conditions are achieved.
General, administrative and other expenses .  General, administrative and other expenses increased $118.7 million for
the year ended December 31, 2025 compared to 2024 , primarily attributable to an increase in foreign currency remeasurement
adjustments of $21.7 million driven by the movement of EUR and GBP relative to USD, an increase in liabilities for litigation-
related contingencies, regulatory examination and inquiries, and other matters of $15.0 million , an increase in professional fees,
as well as smaller increases in external fundraising, marketing, travel, and information technology costs, and other expenses
associated with growing the business.
Interest and other expenses of Consolidated Funds .  Interest and other expenses of Consolidated Funds increased $59.4
million for the year ended December 31, 2025 as compared to 2024 , primarily due to an increase in interest expense on loans
payable and other expenses attributable to a new collateralized fund obligation vehicle in our Carlyle AlpInvest segment that
was consolidated in 2025 .
Net investment income (loss) of Consolidated Funds. The table below summarizes the components of Net investment
income (loss) of Consolidated Funds, including our consolidated CLOs and certain other funds:

 

Year Ended December 31,

Change

 

2025

2024

$

%

 

(Dollars in millions)

Realized gains (losses)

$ 28.3

$ (60.7)

$ 89.0

NM

Net change in unrealized gains (losses)

(11.9)

157.1

(169.0)

NM

Total gains

16.4

96.4

(80.0)

(83) %

Gains (losses) from liabilities of CLOs

101.5

(72.4)

173.9

NM

Total net investment income of Consolidated Funds

$ 117.9

$ 24.0

$ 93.9

NM

Net investment income of Consolidated Funds for the year ended December 31, 2025 primarily included net gains of
$308.9 million across various Carlyle AlpInvest and Global Private Equity Consolidated Funds, partially offset by unrealized
losses of $178.2 million related to a consolidated infrastructure fund, of which approximately $150 million is attributable to the

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Company. Net investment income of Consolidated Funds for the year ended December 31, 2025 also reflected $12.8 million in
losses related to our CLOs .
Provision for income taxes . For the years ended December 31, 2025 and 2024 , our provision for income taxes was
$214.5 million and $302.6 million , respectively, and the Company’s effective tax rates were 18.5% and 21.7% , respectively.
The effective tax rate for the years ended December 31, 2025 and 2024 primarily comprised the 21% U.S. federal corporate
income tax rate plus the impact of U.S. state and foreign corporate income tax provision. The effective tax rate for the year
ended December 31, 2025 was partially offset by net excess tax benefits on Equity-based compensation and non-controlling
interest . See Note 10 , Income Taxes , to the consolidated financial statements for more information on our provision for income
taxes .
As of December 31, 2025 and 2024 , the Company had federal, state, local, and foreign taxes payable of $141.4 million
and $46.2 million , respectively, which is recorded as a component of accounts payable, accrued expenses and other liabilities in
the accompanying consolidated balance sheets.
Net income (loss) attributable to non-controlling interests in consolidated entities . Net income attributable to non-
controlling interests in consolidated entities was $136.0 million and $70.7 million for the years ended December 31, 2025 and
2024 , respectively. These amounts are primarily related to the net earnings of the Consolidated Funds attributable to the related
fund’s limited partners or CLO investors for each perio d , as well as net earnings from our insurance solutions business and
certain other products that are allocated to certain third-party investors. These amounts also reflect the net income attributable to
non-controlling interests in carried interest and giveback obligations. The net income (loss) of our Consolidated Funds, after
eliminations, attributable to non-controlling interests was $109.8 million and $8.7 million for the years ended December 31,
2025 and 2024 , respectively.

Non-GAAP Financial Measures
The following tables set forth information in the format used by management when making resource deployment
decisions and in assessing performance of our segments. These Non-GAAP financial measures are presented for the years
ended December 31, 2025 and 2024 . Our Non-GAAP financial measures exclude the effects of unrealized performance
allocations net of related compensation expense, unrealized principal investment income, consolidated funds, acquisition and
disposition-related items including amortization and any impairment charges of acquired intangible assets and contingent
consideration taking the form of earn-outs, charges associated with the Conversion, impairment charges associated with lease
right-of-use assets, gains or losses from retirement of debt, charges associated with contract terminations and employee
severance, charges associated with equity-based compensation, changes in the tax receivable agreement liability, corporate
actions, infr equently occurring or unusual events, and non-recurring items that affect period-to-period comparability and are not
reflective of the Company's operating performance .
The following table shows our total segment DE and FRE for the years ended December 31, 2025 and 2024 .

Year Ended December 31,

2025

2024

(Dollars in millions)

Total Segment Revenues

$ 3,901.5

$ 3,655.4

Total Segment Expenses

2,210.3

2,129.9

(=) Distributable Earnings

$ 1,691.2

$ 1,525.5

(-) Realized Net Performance Revenues

357.3

366.1

(-) Realized Principal Investment Income

151.8

101.0

(+) Net Interest

54.1

46.2

(=) Fee Related Earnings

$ 1,236.2

$ 1,104.6

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The following table sets forth our total segment revenues for the years ended December 31, 2025 and 2024 .

Year Ended December 31,

2025

2024

(Dollars in millions)

Segment Revenues

Fund level fee revenues

Fund management fees

$ 2,243.1

$ 2,107.5

Portfolio advisory and transaction fees, net and other

225.1

163.6

Fee related performance revenues

174.5

132.7

Total fund level fee revenues

2,642.7

2,403.8

Realized performance revenues

1,037.4

1,075.9

Realized principal investment income

151.8

101.0

Interest income

69.6

74.7

Total Segment Revenues

$ 3,901.5

$ 3,655.4

The following table sets forth our total segment expenses for the years ended December 31, 2025 and 2024 .

Year Ended December 31,

2025

2024

(Dollars in millions)

Segment Expenses

Compensation and benefits

Cash-based compensation and benefits

$ 902.1

$ 861.7

Realized performance revenue related compensation

680.1

709.8

Total compensation and benefits

1,582.2

1,571.5

General, administrative, and other indirect expenses

450.4

390.7

Depreciation and amortization expense

54.0

46.8

Interest expense

123.7

120.9

Total Segment Expenses

$ 2,210.3

$ 2,129.9

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Income (loss) before provision for income taxes is the U.S. GAAP financial measure most comparable to Distributable
Earnings and Fee Related Earnings. The following table is a reconciliation of income (loss) before provision for income taxes to
Distributable Earnings and to Fee Related Earnings .

 

Year Ended December 31,

 

2025

2024

 

(Dollars in millions)

Income (loss) before provision for income taxes

$ 1,159.2

$ 1,393.7

Adjustments:

Net unrealized performance and fee related performance revenues

(22.5)

(396.7)

Unrealized principal investment (income) loss

19.4

(34.1)

Equity-based compensation (1)

376.6

476.5

Acquisition or disposition-related charges, including amortization of intangibles
and impairment

262.4

136.6

Tax (expense) benefit associated with certain foreign performance revenues

(0.5)

(1.0)

Net income attributable to non-controlling interests in consolidated entities

(136.0)

(70.7)

Other adjustments (2)

32.6

21.2

(=) Distributable Earnings

1,691.2

1,525.5

(-) Realized net performance revenues, net of related compensation (3)

357.3

366.1

(-) Realized principal investment income (3)

151.8

101.0

(+) Net interest

54.1

46.2

(=) Fee Related Earnings

$ 1,236.2

$ 1,104.6

(1) Equity-based compensation for the years ended December 31, 2025 and 2024 includes amounts presented in principal investment
income and general, administrative and other expenses in our U.S. GAAP statement of operations.
(2) Includes charges (credits) related to Carlyle corporate actions and non-recurring items that affect period-to-period comparability
and are not reflective of the Company’s operating performance.
(3) See reconciliation to most directly comparable U.S. GAAP measure below:

 

Year Ended December 31, 2025

 

Carlyle
Consolidated

Adjustments (4)

Total
Reportable
Segments

 

(Dollars in millions)

Performance revenues

$ 1,222.5

$ (185.1)

$ 1,037.4

Performance revenues related compensation expense

936.3

(256.2)

680.1

Net performance revenues

$ 286.2

$ 71.1

$ 357.3

Principal investment income (loss)

$ 119.2

$ 32.6

$ 151.8

 

Year Ended December 31, 2024

 

Carlyle
Consolidated

Adjustments (4)

Total
Reportable
Segments

 

(Dollars in millions)

Performance revenues

$ 2,015.7

$ (939.8)

$ 1,075.9

Performance revenues related compensation expense

1,361.5

(651.7)

709.8

Net performance revenues

$ 654.2

$ (288.1)

$ 366.1

Principal investment income (loss)

$ 238.7

$ (137.7)

$ 101.0

(4) Adjustments to performance revenues and principal investment income (loss) relate to (i) unrealized performance allocations net
of related compensation expense and unrealized principal investment income, which are excluded from our Non-GAAP results,
(ii) amounts earned from the Consolidated Funds, which were eliminated in the U.S. GAAP consolidation but were included in
the Non-GAAP results, (iii) amounts attributable to non-controlling interests in consolidated entities, which were excluded from
the Non-GAAP results, (iv) the reclassification of NGP performance revenues, which are included in investment income in the
U.S. GAAP financial statements, (v) the reclassification of fee related performance revenues, which are included in fund level fee

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revenues in the segment results, and (vi) the reclassification of tax expenses associated with certain foreign performance
revenues. Adjustments to principal investment income (loss) also include the reclassification of earnings for the investment in
NGP Management and its affiliates to the appropriate operating captions for the Non-GAAP results, and the exclusion of charges
associated with the investment in NGP Management and its affiliates that are excluded from the Non-GAAP results.
Distributable Earnings for our reportable segments are as follows:

 

Year Ended December 31,

 

2025

2024

 

(Dollars in millions)

Global Private Equity

$ 890.8

$ 957.3

Global Credit

481.0

377.3

Carlyle AlpInvest

319.4

190.9

Distributable Earnings

$ 1,691.2

$ 1,525.5

Segment Analysis
Discussed below is our DE and FRE for our segments for the periods presented. Our segment information is reflected
in the manner used by our chief operating decision maker to make operating and compensation decisions, assess performance,
and allocate resources.
For segment reporting purposes, revenues and expenses are presented on a basis that deconsolidates our Consolidated
Funds. As a result, segment revenues from management fees, realized performance revenues and realized principal investment
income (loss) are different than those presented on a consolidated U.S. GAAP basis because these revenues recognized in
certain segments are received from Consolidated Funds and are eliminated in consolidation when presented on a consolidated
U.S. GAAP basis. Furthermore, segment expenses are different than related amounts presented on a consolidated U.S. GAAP
basis due to the exclusion of fund expenses that are paid by the Consolidated Funds.

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Global Private Equity
The following table presents our results of operations for our Global Private Equity (1) segment:

 

Year Ended December 31,

Change

 

2025

2024

$

%

 

(Dollars in millions)

Segment Revenues

Fund level fee revenues

Fund management fees

$ 1,176.3

$ 1,212.0

$ (35.7)

(3) %

Portfolio advisory and transaction fees, net and other

39.0

24.6

14.4

59 %

Fee related performance revenues

0.3

6.9

(6.6)

(96) %

Total fund level fee revenues

1,215.6

1,243.5

(27.9)

(2) %

Realized performance revenues

845.6

927.2

(81.6)

(9) %

Realized principal investment income

56.3

49.7

6.6

13 %

Interest income

28.7

28.1

0.6

2 %

Total revenues

2,146.2

2,248.5

(102.3)

(5) %

Segment Expenses

Compensation and benefits

Cash-based compensation and benefits

397.2

422.8

(25.6)

(6) %

Realized performance revenues related compensation

540.4

590.1

(49.7)

(8) %

Total compensation and benefits

937.6

1,012.9

(75.3)

(7) %

General, administrative, and other indirect expenses

228.1

195.2

32.9

17 %

Depreciation and amortization expense

29.4

26.8

2.6

10 %

Interest expense

60.3

56.3

4.0

7 %

Total expenses

1,255.4

1,291.2

(35.8)

(3) %

(=) Distributable Earnings

$ 890.8

$ 957.3

$ (66.5)

(7) %

(-) Realized net performance revenues

305.2

337.1

(31.9)

(9) %

(-) Realized principal investment income

56.3

49.7

6.6

13 %

(+) Net interest

31.6

28.2

3.4

12 %

(=) Fee Related Earnings

$ 560.9

$ 598.7

$ (37.8)

(6) %

(1) For purposes of presenting our results of operations for this segment, our earnings from our investments in NGP are presented in the respective operating
captions.

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Distributable Earnings
Distributable Earnings decreased $66.5 million for the year ended December 31, 2025 as compared to 2024 . The
following table provides the components of the changes in Distributable Earnings for the year ended December 31, 2025 :

Year Ended
December 31,

2025 v. 2024

(Dollars in millions)

Distributable Earnings, December 31, 2024

$ 957.3

Increases (decreases):

Decrease in Fee related earnings

(37.8)

Decrease in Realized net performance revenues

(31.9)

Increase in Realized principal investment income

6.6

Increase in Net interest

(3.4)

Total decrease

(66.5)

Distributable Earnings, December 31, 2025

$ 890.8

Realized net performance revenues. Realized net performance revenues decreased $31.9 million for the year ended
December 31, 2025 as compared to 2024 . For the year ended December 31, 2025 , realized net performance revenues of $305.2
million were primarily driven by CPP II, NGP XI, CP VI, CETP IV, and CAP IV. For the year ended December 31, 2024 ,
realized net performance revenues of $337.1 million were primarily driven by CAP IV, CIEP I , and CEOF II.
Fee Related Earnings
Fee Related Earnings decreased $37.8 million for the year ended December 31, 2025 as compared to 2024 . The
following table provides the components of the changes in Fee Related Earnings for the year ended December 31, 2025 :

Year Ended
December 31,

2025 v. 2024

(Dollars in millions)

Fee Related Earnings, December 31, 2024

$ 598.7

Increases (decreases):

Decrease in Fee revenues

(27.9)

Decrease in Cash-based compensation and benefits

25.6

Increase in General, administrative and other indirect expenses

(32.9)

All other changes

(2.6)

Total decrease

(37.8)

Fee Related Earnings, December 31, 2025

$ 560.9

Fee revenues. Total Fee revenues decreased $27.9 million for the year ended December 31, 2025 as compared to 2024 ,
due to the following:

Year Ended
December 31,

2025 v. 2024

(Dollars in millions)

Lower Fund management fees

$ (35.7)

Higher Portfolio advisory and transaction fees, net and other

14.4

Lower Fee related performance revenues

(6.6)

Total decrease in Fee revenues

$ (27.9)

T he decrease in Fund management fees for the year ended December 31, 2025 as compared to 2024 was primarily due
to step-downs in management fee basis on CEP V and CRP IX in the fourth quarter of 2024, a step-down in the management

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fee basis of CIEP II in the second quarter of 2025, as well as net investment realizations in funds on which management fees are
based on invested capital, including the sale of the remaining assets in our power funds and other asset sales in funds such as
CP VII and NGP XI. These were partially offset by the activation of fees in CRP X, which turned on fees on April 1, 2025, as
well as CJP V, which turned on fees in the fourth quarter of 2024. The impact of smaller buyout funds in our corporate private
equity strategy is resulting in, and may continue to result in, lower fund management fees relative to prior periods .
The increase in Portfolio advisory and transaction fees, net and other for the year ended December 31, 2025 as
compared to 2024 was primarily due to an increase in transaction fees related to the acquisition of a healthcare investment
across our U.S., Europe, and Asia buyout funds.
Cash-based compensation and benefits expense. Cash-based compensation and benefits expense decreased $25.6
million , for the year ended December 31, 2025 as compared to 2024 , primarily due to an increase in the portion of
compensation being derived from Realized performance revenues related compens ation as well as lower headcount in the
segment .
General, administrative and other indirect expenses. General, administrative and other indirect expenses increased
$32.9 million for the year ended December 31, 2025 as compared to 2024 , primarily attributable to an increase in professional
fees .

Fee-earning AUM
Fee-earning AUM is presented below for each period together with the components of change during each respective
period.
The table below breaks out Fee-earning AUM by its respective components at each period.

 

As of December 31,

 

2025

2024

 

(Dollars in millions)

Global Private Equity

Components of Fee-earning AUM (1)

Fee-earning AUM based on capital commitments

$ 41,223

$ 34,484

Fee-earning AUM based on invested capital

49,908

52,998

Fee-earning AUM based on net asset value

7,693

7,348

Fee-earning AUM based on lower of cost or fair value

2,542

3,203

Total Fee-earning AUM

$ 101,366

$ 98,033

Annualized Management Fee Rate (2)

1.17 %

1.17 %

(1) For additional information concerning the components of Fee-earning AUM, see “—Key Financial Measures—Operating Metrics.”
(2) Represents annualized fund management fees divided by the average of the beginning of year and each quarter end’s Fee-earning AUM
in the reporting period. Catch-up management fees were excluded in the calculation of the annualized fund management fees.
The table below provides the period to period rollforward of Fee-earning AUM.

 

Year Ended December 31,

 

2025

2024

 

(Dollars in millions)

Global Private Equity

Fee-earning AUM Rollforward

Balance, Beginning of Period

$ 98,033

$ 106,651

Inflows (1)

12,739

7,696

Outflows (including realizations) (2)

(10,664)

(14,910)

Market Activity & Other (3)

(285)

(240)

Foreign Exchange (4)

1,543

(1,164)

Balance, End of Period

$ 101,366

$ 98,033

(1) Inflows represents limited partner capital raised by our carry funds or separately managed accounts for which management fees based on
commitments were activated during the period, and the fee-earning commitments invested in vehicles for which management fees are
based on invested capital. Inflows exclude fundraising amounts during the period for which fees have not yet been activated, which are
referenced as Pending Fee-earning AUM.

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(2) Outflows represents the impact of realizations from vehicles with management fees based on remaining invested capital at cost or fair
value, changes in basis for funds where the investment period, weighted-average investment period or commitment fee period has
expired during the period, and reductions for funds that are no longer calling for fees. Realizations for funds earning management fees
based on commitments during the period do not affect Fee-earning AUM.
(3) Market Activity & Other represents realized and unrealized gains (losses) on portfolio investments in our carry funds based on the lower
of cost or fair value.
(4) Foreign Exchange represents the impact of foreign exchange rate fluctuations on the translation of our non-U.S. dollar denominated
funds. Activity during the period is translated at the average rate for the period. Ending balances are translated at the spot rate as of the
period end.
Fee-earning AUM of $101.4 billion at December 31, 2025 increased 3% from $98.0 billion at December 31, 2024 . The
net increase was due to:
• Inflows of $12.7 billion , primarily driven by the activation of management fees in CRP X, additional fee-paying
capital raised in CAP VI, and investments in CPI and CAP V, which charge fees on invested capital; and
• Positive foreign exchange activity of $1.5 billion predominantly reflecting the translation of our EUR-denominated
funds to USD.
Offsetting these increases were:
• Outflows of $10.7 billion , which were driven by realizations in funds that charge fees on invested capital, notably in
the NGP energy funds and our U.S. buyout, Europe buyout, Asia buyout, and U.S. real estate funds, as well as the
expiration of fees in CP VI during the period and a fee basis step-down in CIEP II.
Total AUM
The table below provides the period to period rollforward of Total AUM.

 

Year Ended December 31,

 

2025

2024

 

(Dollars in millions)

Global Private Equity

Total AUM Rollforward

Balance, Beginning of Period

$ 163,533

$ 161,308

Inflows (1)

7,549

12,695

Outflows (including realizations) (2)

(17,053)

(16,314)

Market Activity & Other (3)

6,921

7,533

Foreign Exchange (4)

2,593

(1,689)

Balance, End of Period

$ 163,543

$ 163,533

(1) Inflows reflects the impact of gross fundraising during the period. For funds or vehicles denominated in foreign currencies, this reflects
translation at the average quarterly rate.
(2) Outflows includes distributions net of recallable or recyclable amounts in our carry funds, related co-investment vehicles, and separately
managed accounts, gross redemptions in our open-end products, and the expiration of available capital.
(3) Market Activity & Other generally represents realized and unrealized gains (losses) on portfolio investments in our carry funds, related
co-investment vehicles, and separately managed accounts, as well as the impact of fees, expenses and non-investment income, and other
changes in AUM.
(4) Foreign Exchange represents the impact of foreign exchange rate fluctuations on the translation of our non-U.S. dollar denominated
funds. Activity during the period is translated at the average rate for the period. Ending balances are translated at the spot rate as of the
period end.
Total AUM was $163.5 billion at December 31, 2025 , flat compared to $163.5 billion at December 31, 2024 . This was
due to:
• Inflows of $7.5 billion , driven by new capital raised in our U.S. real estate, Asia buyout, life sciences, and
infrastructure funds, as well as the NGP energy funds;
• Market activity of $6.9 billion driven by appreciation in CP VII ($2.1 billion), CP VIII ($1.7 billion), CGP II ($0.7
billion), and CJP IV ($0.6 billion), partially offset by depreciation in CEP V ($1.1 billion); and

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• Positive foreign exchange activity of $2.6 billion predominantly reflecting the translation of our EUR-denominated
funds to USD.
Offsetting these increases were:
• Outflows of $17.1 billion , driven by realizations across the segment, notably in our U.S. buyout, power, U.S. real
estate, international energy, and Europe technology funds, as well as the NGP energy funds.
Fund Performance Metrics
Fund performance information as of December 31, 2025 for our significant investment funds, which we generally
define as those with at least $1.0 billion in capital commitments, is included throughout this discussion and analysis to facilitate
an understanding of our results of operations for the periods presented. The fund return information reflected in this discussion
and analysis is not indicative of the performance of The Carlyle Group Inc. and is also not necessarily indicative of the future
performance of any particular fund. An investment in The Carlyle Group Inc. is not an investment in any of our funds. There
can be no assurance that any of our funds or our other existing and future funds will achieve similar returns. See Part I, Item 1A
“Risk Factors—Risks Related to Our Business Operations—Risks Related to the Assets We Manage—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.”
The following tables reflect the performance of our significant funds in our Global Private Equity business. See Part I,
Item 1 “Business—Our Global Investment Offerings” for a legend of the fund acronyms listed below.

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(Amounts in millions)

TOTAL INVESTMENTS

REALIZED/PARTIALLY
REALIZED INVESTMENTS
(12)

 

As of December 31, 2025

As of December 31, 2025

Fund (Fee Initiation Date/Step-down Date) (1)

Committed
Capital (2)

Cumulative
Invested
Capital (3)

Percent
Invested

Realized
Value (4)

Remaining
Fair Value
(5)

MOIC
(6)

Gross
IRR
(7)(8)

Net
IRR
(8)(9)

Net Accrued
Carry/
(Giveback)
(10)

Total
Fair
Value (11)

MOIC
(6)

Gross
IRR
(7)(8)

Corporate Private Equity

CP VIII (Oct 2021 / Oct 2027)

$ 14,797

$ 10,978

74%

$ 2,212

$ 13,986

1.5x

22%

12%

$ 224

$ 2,225

1.7x

58%

CP VII (May 2018 / Oct 2021)

$ 18,510

$ 17,787

96%

$ 8,210

$ 22,117

1.7x

12%

8%

$ 692

$ 7,810

1.7x

13%

CP VI (May 2013 / May 2018)

$ 13,000

$ 13,140

101%

$ 26,770

$ 1,729

2.2x

17%

13%

$ 81

$ 27,547

2.5x

22%

CP V (Jun 2007 / May 2013)

$ 13,720

$ 13,238

96%

$ 28,120

$ 336

2.1x

18%

14%

$ 23

$ 28,131

2.3x

20%

CEP V (Oct 2018 / Oct 2024)

€ 6,416

€ 6,067

95%

€ 1,794

€ 4,582

1.1x

Neg

Neg

$ —

€ 878

1.1x

2%

CEP IV (Sep 2014 / Oct 2018)

€ 3,670

€ 3,964

108%

€ 6,215

€ 1,269

1.9x

16%

11%

$ 50

€ 6,258

2.1x

20%

CEP III (Jul 2007 / Dec 2013)

€ 5,295

€ 5,177

98%

€ 11,731

€ 18

2.3x

19%

14%

$ 2

€ 11,749

2.3x

19%

CAP VI (Jun 2024 / Jun 2030)

$ 2,886

$ 220

8%

$ —

$ 220

1.0x

NM

NM

$ —

n/a

n/a

n/a

CAP V (Jun 2018 / Jun 2024)

$ 6,554

$ 6,935

106%

$ 3,059

$ 6,515

1.4x

12%

7%

$ —

$ 2,142

1.3x

23%

CAP IV (Jul 2013 / Jun 2018)

$ 3,880

$ 4,146

107%

$ 8,713

$ 264

2.2x

18%

13%

$ 18

$ 8,707

2.4x

21%

CJP V (Nov 2024 / Nov 2030)

¥ 434,325

¥ 54,616

13%

¥ —

¥ 54,757

1.0x

NM

NM

$ —

n/a

n/a

n/a

CJP IV (Oct 2020 / Nov 2024)

¥ 258,000

¥ 236,110

92%

¥ 148,550

¥ 341,724

2.1x

38%

26%

$ 100

¥ 198,217

3.8x

66%

CJP III (Sep 2013 / Aug 2020)

¥ 119,505

¥ 91,192

76%

¥ 275,264

¥ 8,832

3.1x

25%

18%

$ 4

¥ 274,341

3.3x

26%

CGFSP III (Dec 2017 / Dec 2023)

$ 1,005

$ 982

98%

$ 697

$ 1,567

2.3x

21%

15%

$ 73

$ 1,210

3.7x

32%

CGFSP II (Jun 2013 / Dec 2017)

$ 1,000

$ 943

94%

$ 1,961

$ 650

2.8x

26%

19%

$ 37

$ 1,956

2.4x

28%

CP Growth (Oct 2021 / Oct 2027)

$ 1,283

$ 673

52%

$ —

$ 831

1.2x

10%

—%

$ —

n/a

n/a

n/a

CEOF II (Nov 2015 / Mar 2020)

$ 2,400

$ 2,368

99%

$ 4,107

$ 1,447

2.3x

20%

15%

$ 73

$ 4,674

2.5x

23%

CETP V (Mar 2022 / Jun 2028)

€ 3,180

€ 1,894

60%

€ —

€ 2,297

1.2x

NM

NM

$ —

n/a

n/a

n/a

CETP IV (Jul 2019 / Jun 2022)

€ 1,350

€ 1,204

89%

€ 1,726

€ 1,040

2.3x

29%

20%

$ 45

€ 1,847

3.7x

56%

CETP III (Jul 2014 / Jul 2019)

€ 657

€ 614

94%

€ 2,033

€ 81

3.4x

40%

28%

$ 5

€ 2,039

4.0x

44%

CGP II (Dec 2020 / Jan 2025)

$ 1,840

$ 984

53%

$ 203

$ 1,972

2.2x

24%

19%

$ 47

n/a

n/a

n/a

CGP (Jan 2015 / Mar 2021)

$ 3,588

$ 3,272

91%

$ 1,866

$ 2,534

1.3x

5%

3%

$ 17

$ 2,152

1.9x

12%

All Other Active Funds & Vehicles (13)

$ 20,873

n/a

$ 15,807

$ 17,765

1.6x

12%

10%

$ 35

$ 15,637

2.0x

18%

Fully Realized Funds & Vehicles (14)(15)

$ 35,488

n/a

$ 81,557

$ 2

2.3x

28%

20%

$ —

$ 81,559

2.3x

28%

TOTAL CORPORATE PRIVATE EQUITY (16)

$ 156,667

n/a

$ 213,564

$ 85,419

1.9x

25%

17%

$ 1,527

$ 213,488

2.3x

26%

Real Estate

CRP X (Apr 2025 / Jul 2030)

$ 9,000

$ 668

7%

$ —

$ 673

1.0x

NM

NM

$ —

n/a

n/a

n/a

CRP IX (Oct 2021 / Dec 2024)

$ 7,987

$ 6,238

78%

$ 548

$ 6,863

1.2x

11%

3%

$ —

$ 468

1.4x

24%

CRP VIII (Aug 2017 / Oct 2021)

$ 5,505

$ 5,091

92%

$ 5,880

$ 2,960

1.7x

31%

17%

$ 76

$ 5,906

2.1x

47%

CRP VII (Jun 2014 / Dec 2017)

$ 4,162

$ 3,805

91%

$ 5,116

$ 1,109

1.6x

16%

10%

$ (16)

$ 5,102

1.7x

20%

CRP VI (Mar 2011 / Jun 2014)

$ 2,340

$ 2,145

92%

$ 3,827

$ 90

1.8x

27%

17%

$ 4

$ 3,781

1.9x

28%

CPI (May 2016 / n/a)

$ 8,445

$ 8,910

106%

$ 3,609

$ 8,061

1.3x

10%

8%

n/a*

$ 2,193

1.8x

12%

All Other Active Funds & Vehicles (17)

$ 2,618

n/a

$ 535

$ 2,517

1.2x

9%

5%

$ 5

$ 366

1.1x

22%

Fully Realized Funds & Vehicles (15)(18)

$ 14,289

n/a

$ 21,640

$ 13

1.5x

9%

5%

$ —

$ 21,653

1.5x

10%

TOTAL REAL ESTATE (16)

$ 43,763

n/a

$ 41,155

$ 22,285

1.4x

11%

7%

$ 70

$ 39,469

1.6x

13%

Infrastructure & Natural Resources

CIEP II (Apr 2019 / Apr 2025)

$ 2,286

$ 1,301

57%

$ 991

$ 1,389

1.8x

28%

14%

$ 46

$ 882

3.7x

NM**

CIEP I (Sep 2013 / Jun 2019)

$ 2,500

$ 2,470

99%

$ 3,570

$ 1,224

1.9x

15%

9%

$ 51

$ 3,974

2.0x

16%

CGIOF (Dec 2018 / Sep 2023)

$ 2,201

$ 2,091

95%

$ 658

$ 3,074

1.8x

19%

12%

$ 93

$ 806

1.8x

16%

CRSEF II (Nov 2022 / Aug 2027)

$ 1,187

$ 472

40%

$ —

$ 918

1.9x

NM

NM

$ 23

n/a

n/a

n/a

NGP XIII (Feb 2023 / Feb 2028)

$ 2,300

$ 905

39%

$ 87

$ 1,163

1.4x

NM

NM

$ 5

$ 99

3.2x

NM

NGP XII (Jul 2017 / Jul 2022)

$ 4,304

$ 3,665

85%

$ 4,871

$ 2,674

2.1x

21%

15%

$ 32

$ 4,472

2.7x

33%

NGP XI (Oct 2014 / Jul 2017)

$ 5,325

$ 5,034

95%

$ 8,269

$ 1,579

2.0x

13%

10%

$ 57

$ 7,392

2.1x

17%

NGP X (Jan 2012 / Dec 2014)

$ 3,586

$ 3,351

93%

$ 3,561

$ 207

1.1x

3%

—%

$ —

$ 3,358

1.2x

5%

All Other Active Funds & Vehicles (19)

$ 5,168

n/a

$ 3,396

$ 4,998

1.6x

15%

12%

$ 38

$ 3,312

2.2x

18%

Fully Realized Funds & Vehicles (15)(20)

$ 3,534

n/a

$ 5,581

$ —

1.6x

8%

5%

$ —

$ 5,581

1.6x

8%

TOTAL INFRASTRUCTURE & NATURAL
RESOURCES (16)

$ 27,990

n/a

$ 30,983

$ 17,227

1.7x

12%

8%

$ 343

$ 29,874

1.9x

14%

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*Net accrued fee related performance revenues for CPI are excluded from Net Accrued Performance Revenues. These amounts will be
reflected as fee related performance revenues when realized, and included in Fund level fee revenues in our segment results. There were no
accrued fee related performance revenues for CPI as of December 31, 2025 .
**The IRR is incalculable, which occurs in instances when a distribution occurs prior to a Limited Partner capital contribution due to the
use of fund-level credit facilities.
(1) The fund step-down date represents the contractual step-down date under the respective fund agreements for funds on
which the fee basis step-down has not yet occurred. Funds without a listed Fee Initiation Date and Step-down Date have
not yet initiated fees.
(2) All amounts shown represent total capital commitments as of December 31, 2025. Certain of our recent vintage funds
are currently in fundraising and total capital commitments are subject to change.
(3) Represents the original cost of investments since inception of the fund.
(4) Represents all realized proceeds since inception of the fund.
(5) Represents remaining fair value, before management fees, expenses and carried interest, and may include remaining
escrow values for realized investments.
(6) Multiple of invested capital (“MOIC”) represents total fair value, before management fees, expenses and carried
interest, divided by cumulative invested capital.  
(7) Gross Internal Rate of Return (“Gross IRR”) represents an annualized return on Limited Partner invested capital, based
on contributions, distributions and unrealized fair value as of the reporting date, before the impact of management fees,
partnership expenses and carried interest. For fund vintages 2017 and after, Gross IRR includes the impact of interest
expense related to the funding of investments on fund lines of credit. Gross IRR is calculated based on the timing of
Limited Partner cash flows, which may differ to varying degrees from the timing of actual investment cash flows for the
fund. Subtotal Gross IRR aggregations for multiple funds are calculated based on actual cash flow dates for each fund
and represent a theoretical time-weighted return for a Limited Partner who invested sequentially in each fund. 
(8) For funds marked “NM,” IRR may be positive or negative, but is not considered meaningful because of the limited time
since initial investment and early stage of capital deployment. For funds marked “Neg,” IRR is considered meaningful
but is negative as of reporting period end.
(9) Net Internal Rate of Return (“Net IRR”) represents an annualized return on Limited Partner invested capital, based on
contributions, distributions and unrealized fair value as of the reporting date, after the impact of all management fees,
partnership expenses and carried interest, including current accruals. Net IRR is calculated based on the timing of
Limited Partner cash flows, which may differ to varying degrees from the timing of actual investment cash flows for the
fund. Fund level IRRs are based on aggregate Limited Partner cash flows, and this blended return may differ from that
of individual Limited Partners. As a result, certain funds may generate accrued performance revenues with a blended
Net IRR that is below the preferred return hurdle for that fund. Subtotal Net IRR aggregations for multiple funds are
calculated based on actual cash flow dates for each fund and represent a theoretical time-weighted return for a Limited
Partner who invested sequentially in each fund. 
(10) Represents the net accrued performance revenue balance/(giveback obligation) as of the current quarter end.
(11) Represents all realized proceeds combined with remaining fair value, before management fees, expenses and carried
interest.
(12) An investment is considered realized when the investment fund has completely exited, and ceases to own an interest in,
the investment. An investment is considered partially realized when the total amount of proceeds received in respect of
such investment, including dividends, interest or other distributions and/or return of capital, represents at least 85% of
invested capital and such investment is not yet fully realized. Because part of our value creation strategy involves
pursuing best exit alternatives, we believe information regarding Realized/Partially Realized MOIC and Gross IRR,
when considered together with the other investment performance metrics presented, provides investors with meaningful
information regarding our investment performance by removing the impact of investments where significant realization
activity has not yet occurred. Realized/Partially Realized MOIC and Gross IRR have limitations as measures of
investment performance and should not be considered in isolation. Such limitations include the fact that these measures
do not include the performance of earlier stage and other investments that do not satisfy the criteria provided above. The
exclusion of such investments will have a positive impact on Realized/Partially Realized MOIC and Gross IRR in
instances when the MOIC and Gross IRR in respect of such investments are less than the aggregate MOIC and Gross
IRR. Our measurements of Realized/Partially Realized MOIC and Gross IRR may not be comparable to those of other
companies that use similarly titled measures.
(13) Aggregate includes the following funds, as well as all active co-investments, separately managed accounts (SMAs), and
stand-alone investments arranged by us: MENA, CCI, CSSAF I, CPF I, CAP Growth I, CAP Growth II, CBPF II,
CAGP IV, ABV 8, ABV 9, ACCD 2, ACCD 3, and CCD-CIF.
(14) Aggregate includes the following funds, as well as related co-investments, separately managed accounts (SMAs), and
certain other stand-alone investments arranged by us: CP I, CP II, CP III, CP IV, CEP I, CEP II, CAP I, CAP II, CAP

120

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III, CBPF I, CJP I, CJP II, CMG, CVP I, CVP II, CUSGF III, CGFSP I, CEVP I, CETP I, CETP II, CAVP I, CAVP II,
CAGP III, CEOF I, Mexico, and CSABF.  
(15) Funds are included when all investments have been realized. There may be remaining fair value and net accrued carry
where there are outstanding escrow balances or undistributed proceeds.
(16) For purposes of aggregation, funds that report in foreign currency have been converted to U.S. dollars at the reporting
period spot rate.
(17) Aggregate includes the following funds, as well as all active co-investments, separately managed accounts (SMAs), and
stand-alone investments arranged by us: CCR, CER I, and CER II.
(18) Aggregate includes the following funds, as well as related co-investments, separately managed accounts (SMAs), and
certain other stand-alone investments arranged by us: CRP I, CRP II, CRP III, CRP IV, CRP V, CRCP I, CAREP I,
CAREP II, CEREP I, CEREP II, and CEREP III.
(19) Aggregate includes the following funds, as well as all active co-investments, separately managed accounts (SMAs), and
stand-alone investments arranged by us: NGP GAP, NGP RP I, NGP RP II, NGP RP III, NGP ETP IV, CPOCP, and
CRSEF.
(20) Aggregate includes the following funds, as well as related co-investments, separately managed accounts (SMAs), and
certain other stand-alone investments arranged by us: CIP and CPP II.

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Global Credit
The following table presents our results of operations for our Global Credit segment:

 

Year Ended December 31,

Change

 

2025

2024

$

%

 

(Dollars in millions)

Segment Revenues

Fund level fee revenues

Fund management fees

$ 609.1

$ 558.3

$ 50.8

9 %

Portfolio advisory and transaction fees, net and other

185.8

138.8

47.0

34 %

Fee related performance revenues

115.2

109.1

6.1

6 %

Total fund level fee revenues

910.1

806.2

103.9

13 %

Realized performance revenues

98.0

32.0

66.0

206 %

Realized principal investment income

59.4

46.2

13.2

29 %

Interest income

31.6

39.0

(7.4)

(19) %

Total revenues

1,099.1

923.4

175.7

19 %

Segment Expenses

Compensation and benefits

Cash-based compensation and benefits

351.9

320.1

31.8

10 %

Realized performance revenues related compensation

59.9

19.4

40.5

209 %

Total compensation and benefits

411.8

339.5

72.3

21 %

General, administrative, and other indirect expenses

140.3

140.4

(0.1)

— %

Depreciation and amortization expense

16.4

13.2

3.2

24 %

Interest expense

49.6

53.0

(3.4)

(6) %

Total expenses

618.1

546.1

72.0

13 %

(=) Distributable Earnings

$ 481.0

$ 377.3

$ 103.7

27 %

(-) Realized Net Performance Revenues

38.1

12.6

25.5

202 %

(-) Realized Principal Investment Income

59.4

46.2

13.2

29 %

(+) Net Interest

18.0

14.0

4.0

29 %

(=) Fee Related Earnings

$ 401.5

$ 332.5

$ 69.0

21 %

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Distributable Earnings
Distributable Earnings increased $103.7 million for the year ended December 31, 2025 as compared to 2024 . The
following table provides the components of the changes in Distributable Earnings for the year ended December 31, 2025 :

Year Ended
December 31,

2025 v. 2024

(Dollars in millions)

Distributable Earnings, December 31, 2024

$ 377.3

Increases (decreases):

Increase in Fee related earnings

69.0