10-Q – 2025-11-07 – cg-20250930.htm

(1) Appreciation/(Depreciation) represents unrealized gain/(loss) for the period on a total return basis before fees and expenses. The
percentage of return is calculated as: ending remaining investment fair market value plus net investment outflow (sales proceeds
minus net purchases) minus beginning remaining investment fair market value divided by beginning remaining investment fair
market value. Amounts are fund only, and do not include coinvestments.
Realized Principal Investment Income . Another source of liquidity we may use to meet our capital needs is the realized
principal investment income generated by our equity method investments and other principal investments. Principal investment
income is realized when we redeem all or a portion of our investment or when we receive or are due cash income, such as
dividends or distributions. Certain of the investments attributable to The Carlyle Group Inc. (excluding certain general partner
interests, certain strategic investments, and investments in certain CLOs) may be sold at our discretion as a source of liquidity.

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Investments as of September 30, 2025 consist of the following:

Investments in
Carlyle Funds

Investments
in NGP (1)

Total

(Dollars in millions)

Investments, excluding performance allocations

$ 2,961.9

$ 597.2

$ 3,559.1

Less: Amounts attributable to non-controlling interests in consolidated entities

(380.8)

—

(380.8)

Plus: Investments in Consolidated Funds, eliminated in consolidation

898.1

—

898.1

Less: Strategic equity method investments in NGP Management

—

(256.0)

(256.0)

Less: Investment in NGP general partners - accrued performance allocations

—

(341.2)

(341.2)

Total investments attributable to The Carlyle Group Inc.

$ 3,479.2

$ —

$ 3,479.2

(1) Strategic equity method investment in NGP Management and investments in NGP general partners - accrued performance allocations.
See Note 4 , Investments , to our condensed consolidated financial statements.
Our investments as of September 30, 2025 can be further attributed as follows (Dollars in millions):

Investments in Carlyle Funds, excluding CLOs:

Global Private Equity funds (1)

$ 1,226.5

Global Credit funds (2)

1,280.4

Carlyle AlpInvest funds

428.2

Total investments in Carlyle Funds, excluding CLOs

2,935.1

Investments in CLOs

405.9

Other investments

138.2

Total investments attributable to The Carlyle Group Inc.

3,479.2

CLO loans and other borrowings collateralized by investments attributable to The Carlyle Group Inc. (3)

(318.3)

Total investments attributable to The Carlyle Group Inc., net of CLO loans and other borrowings

$ 3,160.9

(1) Excludes our strategic equity method investment in NGP Management and investments in NGP general partners - accrued
performance allocations.
(2) Includes the Company’s indirect investment in Fortitude through Carlyle FRL, a Carlyle-affiliated investment fund, as discussed in
Note 4 , Investments , to the condensed consolidated financial statements. This investment had a carrying value of $739.5 million as
of September 30, 2025 .
(3) Of the $337.0 million in total CLO borrowings as of September 30, 2025 and as disclosed in Note 6 , Borrowings , to the condensed
consolidated financial statements, $318.3 million are collateralized by investments attributable to The Carlyle Group Inc. The
remaining $18.7 million in total CLO borrowings are collateralized by investments attributable to non-controlling interests.
Our Liquidity Needs
We generally use our working capital and cash flows to invest in growth initiatives, service our debt, fund the working
capital needs of our business and investment funds and return capital to our common stockholders in the form of dividends or
stock repurchases.
In the future, we expect that our primary liquidity needs will be to:  
• provide capital to facilitate the growth of our existing business lines;
• provide capital to facilitate our expansion into new, complementary business lines, including acquisitions;
• pay operating expenses, including compensation and compliance costs and other obligations as they arise;
• fund costs of litigation and contingencies, including related legal costs;
• fund the capital investments in our funds;
• fund capital expenditures;
• repay borrowings and related interest costs and expenses;
• pay earn-outs and contingent cash consideration associated with our acquisitions and strategic investments;

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• pay income taxes, including corporate income taxes;
• pay dividends to our common stockholders in accordance with our dividend policy;
• repurchase our common stock and pay any associated taxes; and
• settle tax withholding obligations in connection with net share settlements of equity-based awards.
Common Stockholder Dividends . Under our dividend policy for our common stock, our intention is to pay dividends to
holders of our common stock in an amount of $0.35 per common share on a quarterly basis ($1.40 annually). For U.S. federal
income tax purposes, any dividends we pay generally will be treated as qualified dividend income (generally taxable to U.S.
individual stockholders at capital gain rates) paid by a domestic corporation to the extent paid out of our current or accumulated
earnings and profits, as determined for U.S. federal income tax purposes, with any excess dividends treated as return of capital
to the extent of the stockholder’s basis. The declaration and payment of dividends to holders of our common stock will be at the
sole discretion of our Board of Directors and in compliance with applicable law, and our dividend policy may be changed at any
time.
With respect to dividend year 2025 , the Board of Directors has declared a dividend to common stockholders totaling
$378.9 million , or $1.05 per share, consisting of the following:

Common Stock Dividends - Dividend Year 2025

Quarter

Dividend per
Common Share

Dividend to
Common
Stockholders

Record Date

Payment Date

(Dollars in millions, except per share data)

Q1 2025

$ 0.35

$ 126.3

May 19, 2025

May 27, 2025

Q2 2025

0.35

126.5

August 18, 2025

August 28, 2025

Q3 2025

0.35

126.1

November 10, 2025

November 19, 2025

Total

$ 1.05

$ 378.9

With respect to dividend year 2024 , the Board of Directors declared cumulative dividends to common stockholders
totaling $502.7 million , consisting of the following:

Common Stock Dividends - Dividend Year 2024

Quarter

Dividend per
Common Share

Dividend to
Common
Stockholders

Record Date

Payment Date

(Dollars in millions, except per share data)

Q1 2024

$ 0.35

$ 125.6

May 14, 2024

May 21, 2024

Q2 2024

0.35

125.5

August 16, 2024

August 26, 2024

Q3 2024

0.35

125.2

November 18, 2024

November 25, 2024

Q4 2024

0.35

126.4

February 21, 2025

February 28, 2025

Total

$ 1.40

$ 502.7

Dividends to common stockholders paid during the nine months ended September 30, 2025 totaled $379.2 million ,
including the amount paid in February 2025 of $0.35 per common share in respect of the fourth quarter of 2024. Dividends to
common stockholders paid during the nine months ended September 30, 2024 totaled $377.8 million , including the amount paid
in March 2024 of $0.35 per common share in respect of the fourth quarter of 2023.
Fund Commitments . Generally, 3% – 5% of all capital commitments to our investment funds are made by Carlyle, our
senior Carlyle professionals, advisors, and other professionals. Carlyle will generally commit up to 1% of capital commitments
related to our carry funds, although we may elect to invest additional amounts in funds focused on new investment areas. We
may, from time to time, exercise our right to purchase additional interests in our investment funds that become available in the
ordinary course of their operations. We expect our senior Carlyle professionals and employees to continue to make significant
capital contributions to our funds based on their existing commitments, and to make capital commitments to future funds
consistent with the level of their historical commitments. We also intend to make investments in our open-end funds and our

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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 September 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 September 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 nine months ended September 30, 2025 , we paid an aggregate of $225.0 million to
repurchase and retire approximately 4.2 million shares of common stock. In addition, during the nine months ended September
30, 2025 , we paid an aggregate of $257.8 million and retired 4.6 million shares of common stock to settle tax withholding
obligations in connection with net share settlements of equity-based awards, for a total of $482.8 million for approximately 8.9
million shares repurchased or withheld this year. As of September 30, 2025 , $0.4 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.

 

Nine Months Ended September 30,

 

2025

2024

 

(Dollars in millions)

Statements of Cash Flows Data

Net cash used in operating activities

$ (2,080.4)

$ (406.7)

Net cash used in investing activities

(57.4)

(50.9)

Net cash provided by financing activities

3,015.4

370.7

Effect of foreign exchange rate changes

82.3

23.7

Net change in cash, cash equivalents and restricted cash

$ 959.9

$ (63.2)

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 nine months ended September 30, 2025 and 2024 , excluding the
activities of our Consolidated Funds, were $972.1 million and $867.3 million , respectively. During the nine months ended
September 30, 2025 and 2024 , operating cash inflows primarily included the receipt of management fees and realized
performance allocations and incentive fees, totaling approximately $2.7 billion and $2.8 billion , respectively. These inflows
were offset by payments for compensation and general, administrative and other expenses of approximately $2.0 billion and
$2.0 billion for the nine months ended September 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 nine months ended September 30,
2025 , investment proceeds were $664.0 million as compared to investment purchases of $251.1 million . During the nine
months ended September 30, 2024 , investment proceeds were $333.3 million as compared to investment purchases of $213.8
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 nine months ended September 30, 2025 and 2024 also reflects the
investment activity of our Consolidated Funds. For the nine months ended September 30, 2025 , purchases of investments by the
Consolidated Funds were $9.0 billion , while proceeds from the sales and settlements of investments by the Consolidated Funds
were $5.2 billion . For the nine months ended September 30, 2024 , purchases of investments by the Consolidated Funds were
$5.0 billion , while proceeds from the sales and settlements of investments by the Consolidated Funds were $3.7 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 nine months ended September 30, 2025 and 2024 , cash used in
investing activities principally reflects purchases of fixed assets of $57.4 million and $51.0 million , respectively.
Net cash provided by financing activities . Excluding the activities of our Consolidated Funds, net cash provided by (used
in) financing activities during the nine months ended September 30, 2025 and 2024 was $6.1 million and $(888.6) million ,
respectively. During the nine months ended September 30, 2025 , we issued $800.0 million of 5.050% senior notes due 2035,
and we made no borrowings or repayments under the revolving credit facilities. During the nine months ended September 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 $379.2 million and $377.8 million for the nine months ended
September 30, 2025 and 2024 , respectively. For the nine months ended September 30, 2025 and 2024 , we paid $482.8 million
and $478.8 million , respectively, to repurchase and retire 8.9 million and 10.9 million shares, respectively, which included
shares retired in connection with the net share settlement of equity-based awards. During the nine months ended September 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 nine months ended September 30,
2025 and 2024 were $2,755.1 million and $1,220.5 million , respectively. Contributions from non-controlling interest holders
were $599.1 million and $219.2 million for the nine months ended September 30, 2025 and 2024 , respectively, which relate
primarily to contributions from the non-controlling interest holders in Consolidated Funds. For the nine months ended
September 30, 2025 and 2024 , distributions to non-controlling interest holders were $308.1 million and $73.0 million ,
respectively, which relate primarily to distributions to the non-controlling interest holders in Consolidated Funds.
Our Balance Sheet
Total assets were $27.1 billion at September 30, 2025 , an increase of $4.0 billion compared to December 31, 2024 ,
primarily attributable to an increase in Investments in Consolidated Funds of $3.3 billion and an increase in Cash and cash
equivalents of $1.0 billion , partially offset by a decrease in Investments, including Performance allocations of $0.4 billion . The
decrease in Investments, including Performance allocations was primarily attributable to a decrease in Accrued performance
allocations, primarily driven by depreciation in CAP V and CP VII, as well as the impact of realizations in CPP II, partially
offset by appreciation in our AlpInvest funds and CP VIII. Refer to “—Cash Flows” in Part I, Item 2 of this Quarterly Report
on Form 10-Q for details on the increase in Cash and cash equivalents.
Total liabilities were $20.2 billion at September 30, 2025 , an increase of $3.5 billion from December 31, 2024 . The
increase in liabilities was primarily attributable to an increase in Loans payable of Consolidated Funds of $2.3 billion , an
increase in Debt obligations of $0.8 billion , an increase in Other liabilities of Consolidated Funds of $0.3 billion , and an
increase in Deferred revenue of $0.2 billion , partially offset by a decrease in Accrued compensation and benefits of $0.2 billion .
The increase in Debt obligations was driven by our issuance of $800.0 million of 5.050% senior notes due 2035 during the third
quarter of 2025. The increase in Deferred revenue was driven by the receipt of management fees not yet recognized as revenue.
The decrease in Accrued compensation and benefits was primarily attributable to a decrease in Accrued performance
allocations, on which Accrued performance allocations and incentive fee related compensation is based, and the payment 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

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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,
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
September 30, 2025 , our total assets without the effect of the Consolidated Funds were $15.9 billion , including cash and cash
equivalents of $2.2 billion and net accrued performance revenues of $2.6 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 September 30, 2025 on a
consolidated basis and on a basis excluding the obligations of the Consolidated Funds:

Oct. 1, 2025 to
Dec. 31, 2025

2026-2027

2028-2029

Thereafter

Total

 

(Dollars in millions)

Debt obligations (1)

$ 8.2

$ 115.4

$ 522.1

$ 2,368.6

$ 3,014.3

Interest payable (2)

37.4

291.0

277.7

1,780.1

2,386.2

Other consideration (3)

3.7

36.0

27.6

—

67.3

Operating lease obligations (4)

18.4

149.6

146.6

255.6

570.2

Capital commitments to Carlyle funds (5)

4,062.1

—

—

—

4,062.1

Tax receivable agreement payments (6)

—

11.0

12.6

48.0

71.6

Loans payable of Consolidated Funds (7)

100.3

796.2

797.2

10,904.6

12,598.3

Unfunded commitments of the CLOs (8)

13.7

—

—

—

13.7

Consolidated contractual obligations

4,243.8

1,399.2

1,783.8

15,356.9

22,783.7

Loans payable of Consolidated Funds (7)

(100.3)

(796.2)

(797.2)

(10,904.6)

(12,598.3)

Capital commitments to Carlyle funds (5)

(3,388.1)

—

—

—

(3,388.1)

Unfunded commitments of the CLOs (8)

(13.7)

—

—

—

(13.7)

Carlyle Operating Entities contractual obligations

$ 741.7

$ 603.0

$ 986.6

$ 4,452.3

$ 6,783.6

(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 September 30, 2025 consist of: 3.500% on $425.0 million of senior notes, 5.050% on $800.0 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 3.56% to 10.12% 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 September 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 $36.7 million at September 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 September 30, 2025 . Through September 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
September 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 nine months ended September 30, 2025 is as follows:

Nine Months Ended
September 30,

2025

Balance, beginning of period

357,183,632

Shares issued

7,189,022

Shares repurchased/retired

(4,236,146)

Balance, end of period

360,136,508

Shares of The Carlyle Group Inc. common stock issued during the nine months ended September 30, 2025 relate to the
vesting of the Company’s restricted stock units and shares issued and delivered in connection with our equity method
investment in NGP. Shares of The Carlyle Group Inc. common stock repurchased during the nine months ended September 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 nine months ended September 30, 2025 include shares
retired as part of the net share settlement of equity-based awards.
The total shares as of September 30, 2025 as shown above exclude approximately 0.3 million net common shares,
representing the vesting of restricted stock units subsequent to September 30, 2025 that will participate in the common
shareholder dividend that will be paid on November 19, 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 nine months ended September 30, 2025 . For additional
information, refer to our Annual Report on Form 10-K for the year ended December 31, 2024 .

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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
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 September 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 September 30, 2025 for
the periods indicated. During the three months ended September 30, 2025 , 1.6 million shares were repurchased. In addition, 1.7
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)

July 1, 2025 to July 31, 2025 (1)

—

$ —

—

$ 879.3

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

1,101,099

$ 63.69

1,101,099

$ 809.2

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

467,300

$ 63.93

467,300

$ 779.3

Total

1,568,399

1,568,399

(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 $369.3 million as of September 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).

4.1

Base Indenture dated as of September 19, 2025 among The Carlyle Group Inc., the Guarantors named therein and
The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the
Registrant’s Current Report on Form 8-K filed with the SEC on September 19, 2025).

4.2

First Supplemental Indenture dated as of September 19, 2025 among The Carlyle Group Inc., the Guarantors
named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to
Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on September 19, 2025).

4.3

Form of 5.050% Senior Note due 2035 (included in Exhibit 4.2 to the Registrant’s Current Report on Form 8-K
filed with the SEC on September 19, 2025).

10.1*

Revolving Credit Agreement, dated as of December 17, 2018, as amended by Amendment No. 1 on December 16,
2019, Amendment No. 2 on December 15, 2020, Amendment No. 3 on September 1, 2021, Amendment No. 4 on
January 25, 2022, Amendment No. 5 on August 23, 2023, Amendment No. 6 on August 21, 2024, and Amendment
No. 7 on August 20, 2025, among TCG Capital Markets L.L.C. and TCG Senior Funding L.L.C., as Borrowers, the
Lenders party hereto, and Mizuho Bank, Ltd., as Administrative Agent, and Mizuho Bank, Ltd., as Sole Lead
Arranger and Sole Bookrunner.

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
September 30, 2025 , formatted in Inline XBRL (included within the Exhibit 101 attachments).

*

Filed herewith.

**

Furnished herewith.

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.

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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: November 7, 2025

 

By:

 

/s/ John C. Redett

 

Name:

 

John C. Redett

 

Title:

 

Chief Financial Officer

 

 

(Principal Financial Officer and
Authorized Officer)