8-K – 2026-02-26 – cg-20260226.htm

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 26, 2026

The Carlyle Group Inc.
(Exact name of registrant as specified in its charter)

Delaware

 

001-35538

 

45-2832612

(State or Other Jurisdiction
of Incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

1001 Pennsylvania Avenue, NW

Washington,

DC

 

20004-2505

(Address of Principal Executive Offices)

 

(Zip Code)

( 202 ) 729-5626
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock

CG

The Nasdaq Global Select Market

4.625% Subordinated Notes due 2061 of Carlyle Finance
L.L.C.

CGABL

The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01

Regulation FD Disclosure.

On February 26, 2026, the Carlyle Group Inc. (the “Company”) issued a press release announcing the Company’s growth
outlook and financial objectives. In addition, the Company is posting on its website a presentation that will be used during its
previously announced Shareholder Update scheduled for today, February 26, 2026, at 8:30 a.m. EST. The presentation is
accessible through the Events & Presentations section of the Company’s website at ir.carlyle.com. From time to time, the
Company uses its website as a distribution channel for financial and other important information.
The information in this Report, including the exhibits hereto, shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by
specific reference in such a filing.
Forward-Looking Statements
This Report may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements include, but are not limited to,
statements related to our expectations, estimates, beliefs, projections, future plans and strategies, anticipated events or trends, and
similar expressions and statements that are not historical facts, including our expectations regarding the performance of our
business, our financial results, our liquidity and capital resources, contingencies, and our dividend policy. You can identify these
forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,”
“will,” “should,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates,” “targets,” or the negative
version of these words or other comparable words. Statements related to projected Assets Under Management Distributable
Earnings, Fee Related Earnings (“FRE”), FRE Margin, inflows, and fee revenue for future periods could be impacted by the
level of investment performance, our ability to fundraise and the fees we can charge on such commitments, the pace and scale of
capital deployment, which may not be consistent with historical levels, the pace and success of exit activity, changes in
regulations and laws (including tax laws), our ability to scale existing businesses and wind-down underperforming businesses,
our ability to manage expenses and retain key personnel, our ability to manage stock dilution, and our ability to charge and retain
transaction fees. Even if we were to achieve our goals, there is no guarantee that such fundraising will translate into increased
earnings and margins. There can be no assurance that the Company’s strategic goals will ultimately be realized, or if realized that
they will have the effect of accelerating our growth or earnings. All projections assume benign market conditions. Such forward-
looking statements are subject to various risks, uncertainties, and assumptions. Accordingly, there are or will be important
factors that could cause actual outcomes or results to differ materially from those indicated in these statements including, but not
limited to, those described in this Report and under the section entitled “Risk Factors” in our Annual Report on Form 10-K for
the year ended December 31, 2024, filed with the U.S. Securities and Exchange Commission (“SEC”) on February 27, 2025, as
such factors may be updated from time to time in our periodic filings with the SEC, which are accessible on the SEC’s website at
www.sec.gov. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary
statements that are included in this Report and in our other periodic filings with the SEC. We undertake no obligation to publicly
update or review any forward-looking statements, whether as a result of new information, future developments, or otherwise,
except as required by applicable law.
This Report does not constitute an offer for any Carlyle fund.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

 
 

Description

99.1

 
 

Press release of The Carlyle Group Inc., dated February 26, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 hereunto duly authorized.
 

 

The Carlyle Group Inc.

Date: February 26, 2026

 

 

By:

 

/s/ Justin V. Plouffe

 

 

Name:

 

Justin V. Plouffe

 

 

Title:

 

Chief Financial Officer