10-Q – 2025-08-08 – cg-20250630.htm

CLO vehicles. Our investments in our European CLO vehicles will comply with the risk retention rules as discussed in “Risk
Retention Rules” later in this section.
A substantial majority of the remaining commitments to our investment funds are expected to be funded by senior Carlyle
professionals, operating executives, and other professionals through our internal co-investment program. Of the $4.0 billion of
unfunded commitments as of June 30, 2025 , approximately $3.4 billion is subscribed individually by senior Carlyle
professionals, operating executives, and other professionals, with the balance funded directly by the Company. Approximately
78% of the $4.0 billion of unfunded commitments relate to investment funds in our Global Private Equity segment.
Under the Carlyle Global Capital Markets platform, certain of our subsidiaries may act as an underwriter, syndicator or
placement agent for security offerings and loan originations. We earn fees in connection with these activities and bear the risk
of the sale of such securities and placement of such loans, which may be longer dated. As of June 30, 2025 , there were no
material commitments related to the origination and syndication of loans and securities under the Carlyle Global Capital
Markets platform.
Repurchase Program . During the six months ended June 30, 2025 , we paid an aggregate of $125.0 million to repurchase
and retire approximately 2.7 million shares of common stock. In addition, during the six months ended June 30, 2025 , we paid
an aggregate of $155.1 million and retired 2.9 million shares of common stock to settle tax withholding obligations in
connection with net share settlements of equity-based awards, for a total of $280.1 million shares repurchased or withheld this
year. As of June 30, 2025 , $0.6 billion of repurchase capacity remained under the share repurchase program, which reflects the
cost of common shares repurchased as well as shares settled for tax withholding payments made by the Company related to the
net share settlement of equity-based awards. For further information on our repurchase program, see Note 13 , Equity , to the
condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.
Cash Flows
The significant captions and amounts from our condensed consolidated statements of cash flows, which include the
effects of our Consolidated Funds and CLOs in accordance with U.S. GAAP, are summarized below.

 

Six Months Ended June 30,

 

2025

2024

 

(Dollars in millions)

Statements of Cash Flows Data

Net cash used in operating activities

$ (520.9)

$ (1,198.6)

Net cash used in investing activities

(34.2)

(36.9)

Net cash provided by financing activities

526.8

717.2

Effect of foreign exchange rate changes

38.7

(6.7)

Net change in cash, cash equivalents and restricted cash

$ 10.4

$ (525.0)

Net cash used in operating activities . Net cash used in operating activities includes the investment activity of our
Consolidated Funds. Excluding this activity, net cash used in operating activities was primarily driven by our earnings in the
respective periods after adjusting for significant non-cash activity, including non-cash performance allocations and incentive
fees, the related non-cash performance allocations and incentive fee related compensation, non-cash equity-based
compensation, and depreciation, amortization and impairments, all of which are included in earnings. Operating cash inflows
primarily include the receipt of management fees, realized performance allocations and incentive fees, while operating cash
outflows primarily include payments for operating expenses, including compensation and general, administrative and other
expenses.
Cash flows provided by operating activities during the six months ended June 30, 2025 and 2024 , excluding the activities
of our Consolidated Funds, were $530.2 million and $124.2 million , respectively. During the six months ended June 30, 2025
and 2024 , cash inflows impacting net cash provided by operating activities primarily included the receipt of management fees
and realized performance allocations and incentive fees, totaling approximately $1.7 billion and $1.7 billion , respectively.
These inflows were offset by payments for compensation and general, administrative and other expenses of approximately $1.6
billion and $1.5 billion for the six months ended June 30, 2025 and 2024 , respectively, which includes payment of 2024 and
2023 year-end bonuses paid in January 2025 and 2024, respectively.

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Cash used to purchase investments, as well as the proceeds from the sale of such investments, are also reflected in our
operating activities as investments are a normal part of our operating activities. During the six months ended June 30, 2025 ,
investment proceeds were $469.6 million as compared to investment purchases of $144.3 million . During the six months ended
June 30, 2024 , investment proceeds were $185.1 million as compared to investment purchases of $180.1 million , which
included a $115.1 million deferred consideration payment related to our investment in Fortitude .
The net cash provided by operating activities for the six months ended June 30, 2025 and 2024 also reflects the
investment activity of our Consolidated Funds. For the six months ended June 30, 2025 , purchases of investments by the
Consolidated Funds were $4.0 billion , while proceeds from the sales and settlements of investments by the Consolidated Funds
were $2.3 billion . For the six months ended June 30, 2024 , purchases of investments by the Consolidated Funds were $3.9
billion , while proceeds from the sales and settlements of investments by the Consolidated Funds were $2.7 billion .
Net cash used in investing activities . Our investing activities generally reflect cash used for fixed assets, software for
internal use, and corporate treasury investments. For the six months ended June 30, 2025 and 2024 , cash used in investing
activities principally reflects purchases of fixed assets of $34.2 million and $31.9 million , respectively.
Net cash provided by financing activities . Excluding the activities of our Consolidated Funds, net cash used in financing
activities during the six months ended June 30, 2025 and 2024 was $515.5 million and $607.3 million , respectively. During the
six months ended June 30, 2025 , we made no borrowings or repayments under the revolving credit facilities. During the six
months ended June 30, 2024 , we borrowed and subsequently repaid an aggregate of $10.4 million under the Global Credit
Revolving Credit Facility.
Dividends paid to our common stockholders were $252.7 million and $252.3 million for the six months ended June 30,
2025 and 2024 , respectively. For the six months ended June 30, 2025 and 2024 , we paid $280.1 million and $328.3 million ,
respectively, to repurchase and retire 5.6 million and 7.5 million shares, respectively, which included shares retired in
connection with the net share settlement of equity-based awards. During the six months ended June 30, 2024 , we paid $68.8
million in January 2024, representing the final annual installment of the deferred consideration payable to former Carlyle
Holdings unitholders in connection with the Conversion. For more information, see Note 9 to the consolidated financial
statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
The net borrowings (payments) on loans payable by our Consolidated Funds during the six months ended June 30, 2025
and 2024 were $1,055.1 million and $1,328.5 million , respectively. Contributions from non-controlling interest holders were
$231.3 million and $120.4 million for the six months ended June 30, 2025 and 2024 , respectively, which relate primarily to
contributions from the non-controlling interest holders in Consolidated Funds. For the six months ended June 30, 2025 and
2024 , distributions to non-controlling interest holders were $198.4 million and $45.6 million , respectively, which relate
primarily to distributions to the non-controlling interest holders in Consolidated Funds.
Our Balance Sheet
Total assets were $25.1 billion at June 30, 2025 , an increase of $2.0 billion compared to December 31, 2024 , primarily
attributable to an increase in Investments in Consolidated Funds of $2.1 billion and an increase in Investments , including
Performance allocations of $0.3 billion , partially offset by a decrease in Cash and cash equivalents held at Consolidated Funds
of $0.4 billion . The increase in Investments, including Performance allocations was primarily attributable to an increase in
Accrued performance allocations, primarily driven by appreciation in CP VII, CP VIII, and our Carlyle AlpInvest funds,
partially offset by the impact of realizations.
Total liabilities were $18.4 billion at June 30, 2025 , an increase of $1.6 billion from December 31, 2024 . The increase in
liabilities was primarily attributable to an increase in Loans payable of Consolidated Funds of $1.2 billion , an increase in
Accrued compensation and benefits of $0.2 billion , and an increase in Other liabilities of Consolidated Funds of $0.2 billion .
The increase in Accrued compensation and benefits was primarily attributable to an increase in Accrued performance
allocations, on which Accrued performance allocations and incentive fee related compensation is based, partially offset by
payments of year-end bonuses.
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 meet our liquidity requirements and similarly the liabilities of the
Consolidated Funds are non-recourse to us. In addition, as previously discussed, the CLO term loans generally are secured by
the Company’s investment in the CLO, have a general unsecured interest in the Carlyle entity that manages the CLO, and do
not have recourse to any other Carlyle entity. The number of funds that we consolidate fluctuates period to period. In general,

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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 indirect investment in Fortitude .
Our balance sheet without the effect of the Consolidated Funds can be seen in Note 17 , Supplemental Financial
Information , to the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q. At June 30,
2025 , our total assets without the effect of the Consolidated Funds were $15.5 billion , including cash and cash equivalents of
$1.3 billion and net accrued performance revenues of $2.9 billion .
Unconsolidated Entities
Certain of our funds have entered into lines of credit secured by their investors’ unpaid capital commitments or by a
pledge of the equity of the underlying investment. These lines of credit are used primarily to reduce the overall number of
capital calls to investors or for working capital needs. In certain instances, however, they may be used for other investment
related activities, including serving as bridge financing for investments. The degree of leverage employed varies among our
funds.
Off-balance Sheet Arrangements
In the normal course of business, we enter into various off-balance sheet arrangements including sponsoring and owning
limited or general partner interests in consolidated and non-consolidated funds, entering into derivative transactions, and
entering into guarantee arrangements. We also have ongoing capital commitment arrangements with certain of our consolidated
and non-consolidated funds. We do not have any other off-balance sheet arrangements that would require us to fund losses or
guarantee target returns to investors in any of our other investment funds.
For further information regarding our off-balance sheet arrangements, see Note 2 , Summary of Significant Accounting
Policies , and Note 8 , Commitments and Contingencies , to the condensed consolidated financial statements included in this
Quarterly Report on Form 10-Q.

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Contractual Obligations
The following table sets forth information relating to our contractual obligations as of June 30, 2025 on a consolidated
basis and on a basis excluding the obligations of the Consolidated Funds:

Jul. 1, 2025 to
Dec. 31, 2025

2026-2027

2028-2029

Thereafter

Total

 

(Dollars in millions)

Debt obligations (1)

$ 10.9

$ 124.6

$ 494.7

$ 1,546.5

$ 2,176.7

Interest payable (2)

53.4

204.3

192.3

1,547.9

1,997.9

Other consideration (3)

4.1

36.0

18.0

—

58.1

Operating lease obligations (4)

37.4

150.1

147.1

255.8

590.4

Capital commitments to Carlyle funds (5)

4,064.0

—

—

—

4,064.0

Tax receivable agreement payments (6)

—

11.3

12.3

48.0

71.6

Loans payable of Consolidated Funds (7)

195.0

773.6

774.7

10,209.6

11,952.9

Unfunded commitments of the CLOs (8)

46.1

—

—

—

46.1

Consolidated contractual obligations

4,410.9

1,299.9

1,639.1

13,607.8

20,957.7

Loans payable of Consolidated Funds (7)

(195.0)

(773.6)

(774.7)

(10,209.6)

(11,952.9)

Capital commitments to Carlyle funds (5)

(3,389.2)

—

—

—

(3,389.2)

Unfunded commitments of the CLOs (8)

(46.1)

—

—

—

(46.1)

Carlyle Operating Entities contractual obligations

$ 780.6

$ 526.3

$ 864.4

$ 3,398.2

$ 5,569.5

(1) The table above assumes that no prepayments are made on the senior and subordinated notes and that the outstanding balances, if any, on the senior
credit facility and Global Credit Revolving Credit Facility are repaid on the maturity dates of credit facilities. The CLO term loans are included in the
table above based on the earlier of the stated maturity date or the date the CLO is expected to be dissolved. See Note 6 , Borrowings , to the condensed
consolidated financial statements for the various maturity dates of our borrowings.
(2) The interest rates on the debt obligations as of June 30, 2025 consist of: 3.500% on $425.0 million of senior notes, 5.650% on $350.0 million of senior
notes, 5.625% on $600.0 million of senior notes, 4.625% on $500.0 million of subordinated notes, and a range of approximately 3.59% to 10.08% for
our CLO term loans. Interest payments assume that no prepayments are made and loans are held until maturity with the exception of the CLO term
loans, which are based on the earlier of the stated maturity date or the date the CLO is expected to be dissolved.
(3) These obligations represent our estimate of amounts to be paid on the contingent cash obligations associated with our acquisition of Abingworth. The
payment obligations are unsecured obligations of the Company or a subsidiary thereof, subordinated in right of payment to indebtedness of the
Company and its subsidiaries, and do not bear interest.
(4) We lease office space in various countries around the world, including our largest offices in Washington, D.C., New York City, London, Amsterdam,
and Hong Kong, which have non-cancelable lease agreements expiring in various years through 2036. The amounts in this table represent the minimum
lease payments required over the term of the lease.
(5) These obligations generally represent commitments by us to fund a portion of the purchase price paid for each investment made by our funds. These
amounts are generally due on demand and are therefore presented in the less than one year category. A substantial majority of these investments is
expected to be funded by senior Carlyle professionals and other professionals through our internal co-investment program. Of the $4.0 billion of
unfunded commitments to the funds, approximately $3.4 billion is subscribed individually by senior Carlyle professionals, advisors and other
professionals, with the balance funded directly by the Company. Additionally, these obligations include accrued giveback that has been realized but not
yet paid to the respective funds, a portion of which is payable by current and former senior Carlyle professionals.
(6) In connection with our initial public offering, we entered into a tax receivable agreement with the limited partners of the Carlyle Holdings partnerships
whereby we agreed to pay such limited partners 85% of the amount of cash tax savings, if any, in U.S. federal, state and local income tax realized as a
result of increases in tax basis resulting from exchanges of Carlyle Holdings partnership units for common units of The Carlyle Group L.P. From and
after the consummation of the Conversion, former holders of Carlyle Holdings partnership units do not have any rights to payments under the tax
receivable agreement except for payment obligations pre-existing at the time of the Conversion with respect to exchanges that occurred prior to the
Conversion. These obligations are more than offset by the future cash tax savings that we are expected to realize.
(7) These obligations represent amounts due to holders of debt securities issued by the consolidated CLO vehicles. These obligations include interest to be
paid on debt securities issued by the consolidated CLO vehicles. Interest payments assume that no prepayments are made and loans are held until
maturity. For debt securities with rights only to the residual value of the CLO and no stated interest, no interest payments were included in this
calculation. Interest payments on variable-rate debt securities are based on interest rates in effect as of June 30, 2025 , at spreads to market rates
pursuant to the debt agreements, and range from 1.65% to 11.83% .
(8) These obligations represent commitments of the CLOs to fund certain investments. These amounts are generally due on demand and are therefore
presented in the less than one year category.
Excluded from the table above are liabilities for uncertain tax positions of $36.4 million at June 30, 2025 as we are unable
to estimate when such amounts may be paid.

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Contingent Cash Payments For Business Acquisitions and Strategic Investments
We have certain contingent cash obligations associated with our acquisition of Abingworth, which are accounted for as
compensation expense, and are accrued over the service period. If earned, payments are made in the quarter following the
performance year to which the payments relate. The contingent cash obligations relate to future incentive payments of up to
$130.0 million that are payable upon the achievement of certain performance targets during 2025 through 2028, which is the
maximum amount that could be paid as of June 30, 2025 . Through June 30, 2025 , we paid $2.7 million related to these
contingent obligations.
In connection with our acquisition of Carlyle Aviation Partners, we had contingent cash payments related to an earn-out
of up to $150.0 million that were payable upon the achievement of certain revenue and earnings performance targets during
2020 through 2025. We previously entered into a termination and settlement agreement with respect to the earn-out and made a
final payment of $1.0 million during the first quarter of 2025 for total earn-out payments of $124.7 million .
Risk Retention Rules
We will continue to comply with the risk retention rules governing CLOs issued in Europe for which we are a sponsor,
which require a combination of capital from our balance sheet, commitments from senior Carlyle professionals and/or third-
party financing.
Guarantees
See Note 8 , Commitments and Contingencies , to the condensed consolidated financial statements included in this
Quarterly Report on Form 10-Q for information related to all of our material guarantees.
Indemnifications
In many of our service contracts, we agree to indemnify the third-party service provider under certain circumstances. The
terms of the indemnities vary from contract to contract, and the amount of indemnification liability, if any, cannot be
determined and has not been included in the table above or recorded in our condensed consolidated financial statements as of
June 30, 2025 . See Note 8 , Commitments and Contingencies , to the condensed consolidated financial statements included in
this Quarterly Report on Form 10-Q for information related to indemnifications.
Contingent Obligations (Giveback)
Carried interest is ultimately realized when: (1) an underlying investment is profitably disposed of, (2) certain costs borne
by the limited partner investors have been reimbursed, (3) the fund’s cumulative returns are in excess of the preferred return,
and (4) we have decided to collect carry rather than return additional capital to limited partner investors. Realized carried
interest may be required to be returned by us in future periods if the fund’s investment values decline below certain levels.
When the fair value of a fund’s investments remains constant or falls below certain return hurdles, previously recognized
performance allocations are reversed. See Note 8 , Commitments and Contingencies , to the condensed consolidated financial
statements included in this Quarterly Report on Form 10-Q for additional information related to our contingent obligations
(giveback).
Other Contingencies
In the ordinary course of business, we are a party to litigation, investigations, inquiries, employment-related matters,
disputes and other potential claims. We discuss certain of these matters in Note 8 , Commitments and Contingencies , to the
condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.

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Carlyle Common Stock
A rollforward of our common stock outstanding for the six months ended June 30, 2025 is as follows:

Six Months Ended June 30,

2025

Balance, beginning of period

357,183,632

Shares issued

4,446,030

Shares repurchased/retired

(2,667,747)

Balance, end of period

358,961,915

Shares of The Carlyle Group Inc. common stock issued during the six months ended June 30, 2025 relate to the vesting of
the Company’s restricted stock units . Shares of The Carlyle Group Inc. common stock repurchased during the six months ended
June 30, 2025 relate to shares repurchased and subsequently retired as part of our share repurchase programs. Shares of The
Carlyle Group Inc. common stock issued and repurchased/retired during the six months ended June 30, 2025 include shares
retired as part of the net share settlement of equity-based awards .
The total shares as of June 30, 2025 as shown above exclude approximately 2.7 million net common shares, representing
the vesting of restricted stock units and shares issued and delivered in connection with our equity method investment in NGP
subsequent to June 30, 2025 that will participate in the common shareholder dividend that will be paid on August 28, 2025.

Critical Accounting Policies and Estimates
The preparation of our condensed consolidated financial statements in conformity with U.S. GAAP requires our
management to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses,
and related disclosures of contingent assets and liabilities. These estimates and judgments are based on historical information,
information currently available to us and on various other assumptions management believes to be reasonable under the
circumstances. Actual results could vary from those estimates and we may change our estimates and assumptions in future
evaluations. Changes in these estimates and assumptions may have a material effect on our results of operations and financial
condition.
Other than the Restructuring as discussed in Note 4 , Investments , which resulted in the impairment of our investment in
NGP, there have been no material changes in the critical accounting estimates since those discussed in our Annual Report on
Form 10-K for the year ended December 31, 2024 .

Item 3. Quantitative and Qualitative Disclosures About Market Risk
Our primary exposure to market risk is related to our role as general partner or investment advisor to our investment
funds and the sensitivities to movements in the fair value of their investments, including the effect on management fees,
incentive fees and investment income, including performance allocations. Although our investment funds share many common
themes, each of our asset management asset classes runs its own investment and risk management processes, subject to our
overall risk tolerance and philosophy. The investment process of our investment funds involves a comprehensive due diligence
approach, including review of reputation of shareholders and management, company size and sensitivity of cash flow
generation, business sector and competitive risks, portfolio fit, exit risks and other key factors highlighted by the deal team. Key
investment decisions are generally subject to approval by both the fund-level managing directors, as well as the investment
committee, which generally comprises one or more of the three founding partners as well as senior investment professionals.
Once an investment in a portfolio company has been made, our fund teams closely monitor the performance of the portfolio
company, generally through frequent contact with management and the receipt of financial and management reports.
There was no material change in our market risks during the six months ended June 30, 2025 . For additional information,
refer to our Annual Report on Form 10-K for the year ended December 31, 2024 .

Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that information required to be

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disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods
specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management,
including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding
required disclosures. In designing disclosure controls and procedures, our management necessarily was required to apply its
judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any
disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and
there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Any
controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of
achieving the desired control objectives.
Our management, with the participation of our principal executive officer and principal financial officer, has evaluated
the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by
this report. Based upon that evaluation and subject to the foregoing, our principal executive officer and principal financial
officer concluded that, as of the end of the period covered by this report, the design and operation of our disclosure controls and
procedures were effective to accomplish their objectives at the reasonable assurance level.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f)
under the Exchange Act) during the fiscal quarter ended June 30, 2025 that have materially affected, or that are reasonably
likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION
 

Item 1. Legal Proceedings
The information required with respect to this item can be found under “Legal Matters” in Note 8 , Commitments and
Contingencies , of the notes to the Company’s condensed consolidated financial statements contained in this Quarterly Report
on Form 10-Q, and such information is incorporated by reference into this Item 1.

Item 1A.  Risk Factors
For a discussion of our potential risks and uncertainties, see the information under Item 1A. “Risk Factors” in our Annual
Report on Form 10-K for the year ended December 31, 2024 .

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
The following table sets forth repurchases of our common stock during the three months ended June 30, 2025 for the
periods indicated. During the three months ended June 30, 2025 , 2.2 million shares were repurchased. In addition, 0.1 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 share and per share data)

April 1, 2025 to April 30, 2025 (1)

—

$ —

—

$ 979.3

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

835,494

$ 45.84

835,494

$ 941.0

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

1,338,472

$ 46.13

1,338,472

$ 879.3

Total

2,173,966

2,173,966

(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 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.
(2) Reflects shares purchased in open market and brokered transactions, which were subsequently retired.
(3) The remaining repurchase authorization was $572.0 million as of June 30, 2025 when factoring in the net share settlement of
equity-based awards.

Item 3. Defaults Upon Senior Securities
Not applicable.

Item 4. Mine Safety Disclosures
Not applicable.

Item 5. Other Information
None.

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Item 6. Exhibits
The following is a list of all exhibits filed or furnished as part of this report:  

Exhibit No.

Description

3.1

Amended and Restated Certificate of Incorporation of The Carlyle Group Inc. (incorporated by reference to
Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on June 2, 2023).

3.2

Bylaws of The Carlyle Group Inc. (incorporated by reference to Exhibit 3.3 to the Registrant ’ s Current Report on
Form 8-K filed with the SEC on January 2, 2020).

10.1*†

Third Amended and Restated Credit Agreement, dated as of May 29, 2025, among TC Group Cayman, L.P.,
Carlyle Investment Management L.L.C., and CG Subsidiary Holdings L.L.C., as Borrowers, TC Group, L.L.C.,
Carlyle Holdings I L.P., Carlyle Holdings II L.L.C., Carlyle Holdings III L.P. and Carlyle Finance Subsidiary
L.L.C. as Parent Guarantors, the Lenders Party Hereto, and Citibank, N.A. as Administrative Agent, and Citibank,
N.A., JPMorgan Chase Bank, N.A., BofA Securities, Inc. and Wells Fargo Securities, LLC as Joint Lead Arrangers
and Bookrunners, and JPMorgan Chase Bank, N.A., Bank of America, N.A. and Wells Fargo Bank, National
Association, as Syndication Agents.

10.2*+

Form of Global Restricted Stock Unit Agreement for Time-Based Awards to Non-Employee Directors.

10.3*+

Form of Global Restricted Stock Unit Agreement for Vested Awards to Non-Employee Directors.

10.4*

Aircraft Lease Agreement, dated as of April 21, 2025, by and between Falstaff Partners LLC and Carlyle
Investment Management L.L.C.

10.5*

Flight Support Services Agreement, dated as of April 18, 2025, by and between Jet Aviation Flights Services, Inc.
and Carlyle Investment Management L.L.C.

22*

Senior and Subordinated Notes, Issuers, and Guarantors.

31.1*

Certification of the principal executive officer pursuant to Rule 13a – 14(a).

31.2*

Certification of the principal financial officer pursuant to Rule 13a – 14(a).

32.1**

Certification of the principal executive officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.

32.2**

Certification of the principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS

Inline XBRL Instance Document - the Instance Document does not appear in the Interactive Data File because its
XBRL tags are embedded within the Inline XBRL document.

101.SCH

Inline XBRL Taxonomy Extension Schema Document.

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB

Inline XBRL Taxonomy Extension Labels Linkbase Document.

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104

The cover page from The Carlyle Group Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30,
2025 , formatted in Inline XBRL (included within the Exhibit 101 attachments).

*

Filed herewith.

**

Furnished herewith.

†

Certain information contained in this agreement has been omitted because it is not material and is the type that the registrant treats as
private or confidential.

+

Management contract or compensatory plan or arrangement in which directors and/or executive officers are eligible to participate.

The agreements and other documents filed as exhibits to this report are not intended to provide factual information or
other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely
on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents
were made solely within the specific context of the relevant agreement or document and may not describe the actual state of
affairs as of the date they were made or at any other time.

133

Table of Contents

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly authorized.

 

The Carlyle Group Inc.

Date: August 8, 2025

 

By:

 

/s/ John C. Redett

 

Name:

 

John C. Redett

 

Title:

 

Chief Financial Officer

 

 

(Principal Financial Officer and
Authorized Officer)