CG 10-K & 10-Q changes, risk factors and insider trading

Our business and the businesses of the companies in which we invest are materially affected by conditions in the global financial markets, and economic conditions or other events throughout the world that are outside of our control, including, but not limited to, changes in interest rates, availability and cost of credit, inflation rates, availability and cost of energy, economic uncertainty, slowdown in global growth, changes in laws (including laws relating to taxation and regulations on the financial industry), disease, pandemics or other severe public health events, trade barriers, tariffs, commodity prices, currency exchange rates and controls, national and international political circumstances (including government contract terminations or funding pauses, government agency closures, government shutdowns, wars, terrorist acts, or security operations), geopolitical tensions and instability,instability (including the realignment of alliances), social unrest, supply chain pressures, and the effects of climate change. Over the last several years, markets have been affected by the COVID-19introduction pandemic,of significantnew increasestariffs, inmonetary U.S.policy interest rates,uncertainty, inflationary pressures, sharp currency moves, heightened geopolitical tensions (including those between the United States and China, Taiwan and China, Israel and Iran and the Axis of Resistance, and between Ukraine and Russia),tensions, the imposition of export controls, tariffs,controls and trade barriers, the imposition of economic and political sanctions (upon specific individuals or companies and country, industry, and sector-wide restrictions), ongoing trade negotiations with major U.S. trading partners, and changes in U.S. tax regulations. Moreover, our investment funds focused on Asia, and portfolio companies within non-Asia investment funds with significant operations or connectivity and reliance on AsiaAsian companies, and listed securities or debt instruments of companies or industries, could be impacted by any disruptions to the global supply chain that may result from escalating tensions, disputes, or potential conflicts in the region surrounding the Taiwan Strait. The resulting actions taken, the response of the international community, and other factors affecting trade with China or political or economic conditions in Taiwan could disrupt the manufacture of several business criticalbusiness-critical products or hardware components, including semiconductors, which may impact sectors and industries regardless of their business proximity to the Taiwan Strait.

Over the twelve months ending on December 31, 2024,2025, the S&P 500 rose by 23.0%,16.4%, while the MSCI All Country World Index (MSCI ACWI) increased by 15.0%.20.6%. This robust full-year performance masks interim volatility.volatility Notably,and fragile underlying public equity market dynamics. After the April 2nd “Liberation Day” tariff announcements in the United States, the S&P 500 fell by over 12% peak-to-trough in the six days that followed. The market rebounded strongly in the weeks that followed and regained its prior peak by mid-summer. In the process of this rebound, both the S&P 500 and global indices have become ever more concentrated in a shifthandful inof JapaneseAI-related monetaryor policyAI-adjacent drovestocks. aThe sharptop appreciationten largest stocks now account for over 40% of the yen.market Thiscapitalization inof turnthe disruptedS&P long-standing500, carryand tradeseight whoseof fundingthose legten restedcompanies onare Japan’sexposed lowto rates.roughly Thethe surgesame AI risks. A change in the currencyoutlook valuefor triggeredAI-related company earnings, or a selloff in Japanese equity markets. Liquidity pressures further exacerbated the selloff. For example, on August 5, 2024, the Nikkei 225 fell 12.4%, while the TOPIX fell 12.2%, their largest respective single day declines since 1987. Global equity markets were impacted as well, albeit to a lesser extent. These seriesreassessment of eventsthese highlightedcompanies’ howvaluations, seeminglycould innocuousdrive and not wholly unexpected changes in policies or othersignificant market conditions may quickly cascade into more significant movements. FactorsOverall, factors that impact global markets, including growth expectations, inflation, interest rates, trade barriers such as tariffs, regulatory, and political environments, can be unpredictable and investor sentiment could change quickly in the future, while market volatility could accelerate in the face of negative macro, monetary, or geopolitical developments. If global markets become unstable, it is possible sellers of assets may readjust their valuations and attractive investment opportunities may become available. On the other hand, the valuations of certain assets we planned to sell in the near future could be negatively impacted, as well as the valuations of our portfolio companies and, as a result, our accrued performance revenues.

Market volatility also could adversely affect our fundraising efforts in several ways. Investors often allocate to alternative asset classes (including private equity) based on a target percentage of their overall portfolio. If the value of an investor’s portfolio decreases as a whole, the amount available to allocate to alternative assets (including private equity) could decline. In addition, investors often evaluate the amount of distributions that they have received from existing funds when considering commitments to new funds. ThroughAlthough thenet firstdistributions halfto of 2024, liquidity shortfallsinvestors across all private market asset classes producedturned persistentpositive andin meaningfulthe negativesecond cashquarter flows—moreof capital2025 calls than distributions—for 14the consecutivefirst time in eighteen quarters, a phenomenon not seen on such a scale since the aftermath of the Global Financial Crisis. Cumulatively, across private market asset classes,cumulative contributions have exceeded distributions by nearly $470$550 billion since 2020. This has restricted investor liquidity, which in turn has reduced commitments to private capital assets. Investors also may weigh the likely impact of geopolitical tensions, cross-border regulations, and other factors such as general market volatility and/or a reduction in distributions to investors when considering their allocations to new investment funds. A decrease in the amount an investor commits to our funds could have an impact on the ultimate size of our funds and amount of management fees we generate.

Global merger and acquisition (“M&A”) volume totaled $3.5$5.1 trillion in 2024,2025, a 12%44% increase from 2023.2024. While total M&A activity appearshas to be normalizing,accelerated, a retrenchment could cause a slowdown in our investment pace, which in turn could have an adverse impact on our ability to generate future performance revenues and to fully invest the available capital in our fundsfunds. andIn particular, while deal activity has been robust over the past year, the exit environment in private markets remains sluggish. A deceleration in M&A activity could further reduce opportunities to exit and realize value from our fund investments. A slowdown in the deployment of our available capital could impact the management fees we earn on thoseour carry fundsinvestments and managed accounts that generate fees based on invested (and not committed) capital. A slowdown in the deployment of our available capital also could adversely affect our ability to raise and the timing of raising successor investment funds. InHowever, 2024,in 2025, we investeddeployed nearly $22$55 billion throughacross our carrybusiness, Thea current28% U.S.increase politicalover environment and the resulting uncertainties regarding actual and potential shifts in U.S.2024.

foreign investment, trade, taxation, economic, environmental, and other policies under the current administration, as well as the impact of geopolitical tension, such as a deterioration in the bilateral relationship between the United States and China or a further escalation in conflicts in the Middle East, Eastern Europe, and Latin America could lead to disruption, instability, and volatility in the global markets, which also may have an impact on our exit opportunities across negatively impacted sectors or geographies. The newcurrent administration has decided to impose and may decide to impose additional steep tariffs on goods, materials, inputs, and intermediate parts with origins across numerous geographies. Such changes could materially increase input costs for our funds’ portfolio companies and depress margins. TheIn newaddition, the current administration alsohas may seeksought to reduce subsidiessubsidies, block permits and leases for new projects, and roll back favorable terms for investments in renewable energy projects,ventures, which could adversely impact the performance of those strategies in our portfolio. The consequences of previously enacted legislation also could impact our business operations in the future. For example, bipartisan legislation enacted in 2018 has significantly increased and may continue to significantly increase the number and typesexpansion of investment transactions that are subject to the jurisdiction of the Committee on Foreign Investment in the United States (“CFIUS”). Under the final regulations implementing the reform legislation, which became effective in 2020, CFIUS has the authority to review,2018 and potentiallythen recommend that the President unwind, block, or impose conditions on certain non-controlling foreign investmentsagain in U.S. businesses that deal in certain ways with “critical technology,” “critical infrastructure,” and/or “sensitive personal data” of U.S. citizens (as those terms are defined in the regulations). In addition, in September 2022, then-President Biden signed an Executive Order directing CFIUS to sharpen its scrutiny of foreign investment that could impact cybersecurity, quantum computing, biotechnology, and sensitive data. CFIUS’ expanded jurisdiction2022 may reduce the number of potential buyers of and investors in U.S. companies and, accordingly, may limit the ability of our funds to realize value and/or exit from certain existing and future investments. Our flexibility in structuring or financing certain transactions may likewise be constrained and we are unable to predict whether and to what extent uncertainty surrounding economic and market conditions or adverse conditions or events in particular sectors may cause our performance to suffer.

Because our investment funds will generally make a limited number of investments, and such investments generally involve a high degree of risk, negative financial results in a few of an investment fund’s portfolio companies could severely impact the fund’s total returns. This could materially and adversely affect our ability to raise new funds as well as our operating results and cash flow. During such periods of weakness, our funds’ portfolio companies also may have difficulty expanding their businesses and operations or meeting their debt service obligations or other expenses as they become due, including expenses payable to us. In addition, such negative market conditions could potentially result in a portfolio company entering bankruptcy proceedings or, in the case of certain real estate funds, the abandonment or foreclosure of investments, thereby potentially resulting in a complete loss of the fund’s investment in such portfolio company or real assets and a significant negative impact to the fund’s performance and consequently our operating results and cash flow, as well as to our reputation. Negative market conditions also could increase the risk of default with respect to investments held by our funds that have significant debt investments, such as our Global Credit funds. Moreover, as capital markets activity slows, we may experience a corresponding reduction in the capital markets fees we earn through GCMGlobal Capital Markets in connection with activities related to the underwriting, issuance, and placement of debt and equity securities.

In addition, during periods of difficult market conditions or slowdowns, the valuations of the investments in our carry funds could suffer. If we were to realize investments at these lower values, we may not achieve investment returns in excess of return hurdles required to realize performance revenues or we may become obligated to repay performance revenues previously received by us. The payment of less or no performance revenues could cause our cash flow from operations to significantly decrease, which could materially and adversely affect our liquidity position and the amount of cash we have on hand to conduct our operations and to dividend to our stockholders. The generation of less performance revenues also could impact our leverage ratios and compliance with our termrevolving loancredit facility covenants. Having less cash on hand could in turn require us to rely on other sources of cash (such as the capital markets, which may not be available to us on acceptable terms or at all) to conduct our operations, which include, for example, funding significant general partner and co-investment commitments to our carry funds. In addition, during adverse economic and market conditions, we may not be able to renew or refinance all or part of our credit facility or find alternate financing on commercially reasonable terms. As a result, our uses of cash may exceed our sources of cash, thereby potentially affecting our liquidity position.

We periodically use indebtedness as a means to finance our business operations, which exposes us to risks associated with using leverage. We are dependent on financial institutions extending credit to us on reasonable terms to finance our business. There is no guarantee that financial institutions will continue to extend credit to us or will renew the existing credit agreements we have with them on as favorable terms or at all, or that we will be able to refinance our outstanding notes or other obligations when they mature. In addition, the incurrence of additional debt in the future could result in downgrades of our existing corporate credit ratings, which could limit the availability of future financing and/or increase our cost of borrowing. As borrowings under our creditsenior facilitynotes or any other indebtedness mature, we may be required to refinance them by entering into a new facility or issuing additional debt, which could result in higher borrowing costs, or to issue additional equity, which would dilute existing stockholders. We also could repay them by using cash on hand, cash provided by our continuing operations, or cash from the sale of our assets, which could reduce dividends to our stockholders. Moreover, we could have difficulty entering into new facilities or issuing debt or equity securities in the future on attractive terms, or at all.

From time to time, we may access the capital markets by issuing debt securities. For example, in 2021,September 2025, we issued $500senior millionunsecured bonds with aggregate principal amount of 4.625%$800.0 subordinated notesmillion due MaySeptember 2061.2035. We also have other senior notes and junior subordinated notes with an aggregate principal amount of $1,375.0$1,875.0 million as of December 31, 2024,2025, as well as a credit agreement that provides a $1.0 billion revolving facility with a final maturity date of AprilMay 29, 20272030 (see Note 6, Borrowings, to the consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K for more information regarding our senior and subordinated notes and credit agreements). The credit agreement contains financial and non-financial covenants with which we need to comply to maintain access to this source of liquidity. Noncompliance with any of the financial or non-financial covenants without cure or waiver would constitute an event of default, and an event of default resulting from a breach of certain financial or non-financial covenants could result, at the option of the lenders, in an acceleration of the principal and interest outstanding, and a termination of the credit agreement. In addition, to the extent we incur additional debt relative to our current level of earnings or experience a decrease in our level of earnings, our credit rating could be adversely impacted, which would increase our interest expense under our credit facility. Standard & Poor’s and Fitch both affirmed our “A-” credit rating with a stable rating outlook in Octoberthe 2024.fourth quarter of 2025.

In addition, our cash flow may fluctuate significantly because we receive performance allocations from our carry funds only when investments are realized and achieve a certain preferred return. This also contributes to the volatility of our cash flow. Performance allocations depend on our carry funds’ performance and opportunities for realizing gains, which may be limited. It takes a substantial period of time to realize the cash value (or other proceeds) of an investment. Even if an investment proves to be profitable, it may be a number of years before any profits can be realized, particularly if market conditions wereare unaccommodating. We cannot predict when, or if, any realization of investments will occur. The valuations of, and realization opportunities for, investments made by our funds could also be subject to high volatility as a result of uncertainty or potential changes to governmental policy with respect to, among other things, tax, trade, immigration, healthcare, labor, infrastructure, and energy.

Prior to our receiving any performance allocations in respect of realization of a profitable investment, 100% of the proceeds of that investment generally must be paid to the investors in that carry fund until they have recovered certain fees and expenses and achieved a certain return on all realized investments by that carry fund as well as a recovery of any unrealized losses. A particular realization event may have a significant impact on our results for that particular quarter that may not be replicated in subsequent quarters. We recognize revenue on investments in our investment funds based on our allocable share of realized and unrealized gains (or losses) reported by such investment funds,funds. and aA decline in realized or unrealized gains, or an increase in realized or unrealized losses, would adversely affect our revenue and possibly cash flow, which could further increase the volatility of our quarterly results. Because our carry funds have preferred return thresholds to investors that need to be met prior to our receiving any performance allocations, substantial declines in the carrying value of the investment portfolios of a carry fund can significantly delay or eliminate any performance allocations paid to us in respect of that fund because the value of the assets in the fund would need to recover to their aggregate cost basis plus the preferred return over time before we would be entitled to receive any performance allocations from that fund.

Given our focus on achieving superior investment performance and maintaining and strengthening investor relations, we may reduce our AUM, restrain its growth, warehouse investments on our balance sheet for new funds, reduce our fees, or otherwise alter the terms under which we do business when we deem it in the best interest of our investors—even in circumstances where such actions might be contrary to the near-term interests of our stockholders.

From time to time if we decide it is in the best interests of our stakeholders, we may take actions that could reduce the profits we could otherwise realize in the short term. While we believe that our commitment to treating our investors fairly is in the long-term interest of us and our stockholders, our stockholders should understand we may take actions that could adversely impact our short-term profitability, and there is no guarantee that such actions will benefit us in the long term. The means by which we seek to achieve superior investment performance in each of our strategies could include limiting the AUM in our strategies to an amount that we believe can be invested appropriately in accordance with our investment philosophy and current or anticipated economic and market conditions. In addition, we may seek to exit or end unprofitable or subscale investments, which may reduce our AUM, including Fee-earning AUM, and/or management fees while generally improving our FRE margins. We have made, and expect to continue making, balance sheet investments to seed certain funds during their early fundraising stages, and we may later sell those investments to the funds at the lower of our original cost or fair value, without interest, regardless of how long we held them. If we do not sell a warehoused investment to a fund, we may sell it to another buyer at a price below our cost or hold it longer than intended, exposing us to value fluctuations and changing business conditions. We also may voluntarily reduce management fee or incentive fee rates and terms for certain of our funds or strategies when we deem it appropriate, even when doing so may reduce our short-term revenue. For instance, in order to enhance our relationship with certain fund investors, we have reduced management fees or ceased charging management fees on certain funds in specific instances. In certain investment funds, we have agreed to charge management fees based on invested capital or net asset value as opposed to charging management fees based on committed capital. In certain cases, we have provided “fee holidays” during which we do not charge management fees for a certain period of time. We also may receive requests to reduce management fees on other funds in the future. See “Risks Related to Our Business Operations— Risks Related to the Assets We Manage—Our investors may negotiate to pay us lower management fees and the economic terms of our future funds may be less favorable to us than those of our existing funds, which could adversely affect our revenues.”

Schwartz, our co-foundersco-founders, and other senior Carlyle professionals, including our Co-Presidents, the information and deal flow they generate during the normal course of their activities, and the synergies among the diverse fields of expertise and knowledge held by our professionals. Accordingly, our success will depend on the continued service of these individuals, who are not obligated to remain employed with us. Several key personnel have left the firm in the past and others may do so in the future, and we cannot predict the impact that the departure of any key personnel will have on our ability to achieve our investment objectives. For example, the governing agreements of many of our funds generally provide investors with the ability to terminate the investment period in the event that certain “key persons” in the fund do not meet the specified time commitment to the fund or our firm ceases to control the general partner. The loss of the services of any such persons could have a material adverse effect on our revenues, net income, and cash flows and could harm our ability to maintain or grow AUM in existing funds or raise additional funds in the future. Our senior Carlyle professionals possess substantial experience and expertise and have strong business relationships with our investors and other members of the business community. As a result, the loss of these personnel could jeopardize our relationships with such parties and result in the reduction of AUM or fewer investment opportunities. We also face potential threats to our physical security, including to our offices and the safety and well-being of our people, including our senior Carlyle professionals. These threats could involve terrorism, insider threats, targeted threats against our senior Carlyle professionals, workplace violence, or civil unrest, all of which could adversely affect us.

AlthoughOur wemost generallyimportant haveasset movedis our people, and our continued success is highly dependent upon the efforts of our senior Carlyle professionals and other employees. Our future success and growth depends to a hybridsubstantial workdegree modelon our ability to retain and motivate our senior Carlyle professionals and other employees to strategically recruit, retain, and motivate talented personnel, including senior Carlyle professionals. The market for qualified professionals is extremely competitive across levels and areas of expertise, particularly in which manylight of increasingly unpredictable enforcement of immigration laws and visa requirements, and we may not be successful in our employees are permittedefforts to workrecruit, remotely for a designated portion of their working timeretain, and aremotivate expectedthese to come to a Carlyle office for a designated portion of their working time, we continue to see focus on remote work arrangements.professionals. We also have experienced upward pressure on compensation packages given the increased competition to hire and retain talented personnel, and we may be required to adjust the amount of cash compensation and types, terms, and amounts of equity and other long-term incentives we provide to our employees, which could have positive or negative effects on the financial metrics commonly used to measure our performance. Even when we offer top-of-market compensation packages, we may not be able to attract and retain all of our desired personnel due to shifting employee priorities. In addition, the minimum retained ownership requirements and transfer restrictions to which equity incentives are subject in certain instances lapse over time, may not be enforceable in all cases, and can be waived. There is no guarantee that the noncompetition and nonsolicitation agreements to which certain of our senior Carlyle professionals are subject, together with our other arrangements with them, will prevent them from leaving, joining our competitors, or otherwise competing with us. In addition, there is no assurance that such agreements will be enforceable in all cases. In this respect, we continue to monitor developments on the state and federal level. These noncompetition and nonsolicitation agreements also expire after a certain period of time, at which point such senior Carlyle professionals would be free to compete against us and solicit our clients and employees. In this respect, in April 2024, the U.S. Federal Trade Commission (“FTC”) published a final rule that would generally prohibit post-employment noncompete clauses (or other clauses with comparable effect) in agreements between employers and their employees, subject to limited exceptions, although enforcement of the final rule has been enjoined. We are continuing to monitor the status of the final rule, including with the new administration, and the impact it may have on our ability to recruit and retain our professionals.

We have granted and expect to grant equity awards in respect of our shares of common stock. This includes awards from our Equity Incentive Plan, with respect to which our shareholders approved an additional 19.0 million shares for the issuance of awards at our 2024 Annual Meeting of Shareholders,Plan and an award of restricted stock units to our Chief Executive Officer in connection with his hiring, which were granted outside of the Equity Incentive Plan and with respect to which, as of December 31, 2024,2025, we have granted a total of approximately 7.27.4 million restricted stock units (including dividend equivalent units that are credited on such award). The prior and future grants of equity awards in respect of our shares of common stock have caused and will cause dilution. While we evaluate the grant of equity awards from our Equity Incentive Plan to employees on an annual basis, the size of the grants, if any, is made at our discretion and may vary significantly from year-to-year, including as the result of special programs or significant senior personnel hirings. If we increase the use of equity awards from our Equity Incentive Plan in the future, expenses associated with equity-based compensation may increase materially. In 2024, we incurred equity compensation expenses of $467.9 million in connection with grants of restricted stock units. In February 2024, we granted a total of 13.2 million restricted stock units to senior Carlyle professionals that are eligible to vest in installments over a period of three years based on the achievement of absolute stock price targets of 120% (which were satisfied during the fourth quarter of 2024),120%, 140%, and 160% of the applicable starting share price.price, each of which targets has been satisfied as of December 31, 2025. In addition, in February 2025, we granted a total of 4.88.1 million restricted stock units to Carlyle professionals, and in February 2026, we granted a total of 5.8 million restricted stock units to Carlyle professionals. Following the foregoing grants, taken together with other restricted stock unit grants since thea initialnew approvalshare ofreserve was approved for the Equity Incentive Plan in June 2021, there were 25.717.6 million remaining shares of common stock available for grant under the Equity Incentive Plan.Plan as of February 27, 2026.

As of December 31, 2024,2025, our employees held an aggregate of 17.225.6 million unvested restricted stock units, which vest over various time periods (generally from one year to three-and-a-halffour years from the date of grant) and/or subject14.2 million of which also have vesting conditions tied to the achievement of variousabsolute performancestock targets.price Alltargets over a period of thethree sharesto offour common stock held by our co-founders are fully vested.years. In order to recruit and retain existing and future senior Carlyle professionals and other key personnel, we may need to increase the level of compensation that we pay to them, which could include grants of significant amounts of restricted stock unit awards or other equity incentive awards under our Equity Incentive Plan. Accordingly, as we promote or hire new senior Carlyle professionals and other key personnel over time or attempt to retain the services of certain of our key personnel, we may increase the level of compensation we pay to these individuals, which could cause our total employee compensation and benefits expense as a percentage of our total revenue to increase and adversely affect our profitability.

Our organizational documents do not limit our ability to enter into new lines of business, and we may expand into new investment strategies, geographic markets, businesses, types of investors, and investment products. We intend to seek to grow our businesses by increasing AUM in existing businesses, pursuing new investment strategies (including investment opportunities in new asset classes), developing new types of investment structures and products (such as publicly listed vehicles, separately managed accounts, and structured products), expanding into new geographic markets and businesses and seeking investments from investor bases we have traditionally not pursued, such as individual investors, which subject us to additional risk. See also “Risks Related to Our Business Operations—Risks Related to the Assets We Manage—We have increasingly undertaken business initiatives to increase the number and type of investment products we offer to retailindividual investors, which could expose us to new and greater levels of risk.” We have opened many offices to conduct our asset management and capital markets businesses around the world in Europe, the Middle East, and Asia-Pacific, which we intend to grow and expand.

We alsohave opened many offices to conduct our asset management and capital markets businesses around the world in Europe, the Middle East, and Asia-Pacific, which we intend to grow and expand. We have also launched a number of new investment initiatives in various asset classes or geographies, and increasingly manage investment vehicles owned by individual investors, which subject us to additional risk. Introducing new types of investment structures and products could increase the complexities involved in managing such investments, including ensuring compliance with applicable regulatory requirements and terms of the investment vehicles.

Our organic growth strategy focuses on providing resources to foster business expansion, such that we achieve a level of scale and profitability. Given our diverse platform, these initiatives could create conflicts of interests with existing products, increase our costs, and expose us to new market risks and legal and regulatory requirements. The success of our organic growth strategy will also will depend on, among other things, our ability to correctly identify and create products that appeal to the limited partners of our funds and vehicles. While we have made significant expenditures to develop these new strategies and products, there is no assurance that they will achieve a satisfactory level of scale and profitability.

WeIn addition, we have pursued and may continue to pursue growth through acquisitions of, or investments in, new businesses, other investment management companies, acquisitions of critical business partners, strategic partnerships, other alternative or traditional investment managers, or other strategic initiatives that also may include entering into new lines of business. InWe addition, wealso expect opportunities willmay arise to acquire other alternative or traditional investment managers. For example, in August 2022, we acquired Abingworth, a life sciences investment firm, to expand our healthcare investment platform with the addition of nearly $2 billion in AUM and a specialized team of over 20 investment professionals and advisors. The integration of Abingworth with us, and Carlyle’s corresponding entry into the life sciences industry, may pose some or all of the risks noted below. See “Risks Related to Our Business Operations—Industry Risks Related to the Assets We Manage—Our funds’ investments in the life sciences industry may expose us to increased risks.”

We, our vendors, investors, and other stakeholders rely heavily on financial, accounting, information, and other data processing systems. Collectively, we face various security threats on a regular basis, including ongoing cybersecurity threats to and attacks on our information technology infrastructure that are intended to gain access to our proprietary information, destroy data, or disable, degrade, or sabotage our systems. These security threats originate from a wide variety of sources, including known or unknown external third parties and current or former employees and contractors who have or had access to our facilities, systems, and information.

Those who have or had authorized access to our networks, including current and former employees and contractors, may introduce vulnerabilities in our systems by user error or if they are the target of “phishing,” social engineering, bribery, coercion, or harbor malice toward us. We therefore have implemented a security awareness training program. The objective of this program is to inform Carlyle personnel and contractors of their responsibility for information security and includes online training, live awareness events, and phishing simulations. This training is in addition to our existing required onboarding and annual cybersecurity trainings. In addition,Moreover, trends to outsource additional work, particularly information technology work, introduce heightened risks such as improper access management, near-term productivity loss, and threats arising from contractor machines accessing Carlyle networks.

In addition, we rely on third-party service providers for certain aspects of our business, including for certain information systems and technology and administration of our business development companies, registered investment companies, structured credit funds, and GlobalCarlyle Investment SolutionsAlpInvest segment. For example, Carlyle contracts information system backup and recovery services to certain companies. These third-party service providers have faced and continue to face ongoing cybersecurity threats and, as a result, unauthorized individuals could improperly gain access to our confidential data. Any attack on or interruption or deterioration in the performance of these third parties or failures of their information systems and technology could also impair the quality of the funds’ operations, affect our reputation, and adversely affect our businesses.

In addition, we and our portfolio companies mayface notincreased bedifficulty ablein to obtainobtaining or maintainmaintaining sufficient insurance (including cyber insurance) on commercially reasonable terms or with adequate coverage levels against potential liabilities weand may face in connection with potential claims, whichthat could have a material adverse effect on our business. We may face a risk of loss from a variety of types of claims, including related to securities, antitrust, contracts, cyber incidents, fraud, business interruption, and various other potential claims, whether or not such claims are valid.claims. Insurance and other safeguards maywill often only partially reimburse us for our losses, if at all, and if a claim is successful and exceeds or is not covered by our insurance policies, we mayare beresponsible requiredfor toany payshortfall, including if the shortfall is a substantial amount in respect of such successful claim.amount. Because of market conditions, premiums, and deductibles for certain insurance policies, particularly directors and officers, cyber, and property insurance, have increased substantially across the industry and may increase further and, in some instances, certain insurance may become unavailable or available only for reduced amounts of coverage. Moreover, the dollar amount of claims and/or the number of claims we experience also may increase at any time, which may have the result of further increasing our costs.

Certain losses of a catastrophic nature, such as wars, systemic risk associated with cyber-kinetic warfare, earthquakes, floods, typhoons, pandemics (such as COVID-19), terrorist attacks, or other similar events may be uninsurable or may only be insurable at rates that are so high that maintaining coverage would cause an adverse impact on our business, our investment funds, and their portfolio companies. In general, losses related to terrorism and catastrophic nation-state hacks are becoming harder and more expensive to insure against. In this respect, some insurers are excluding coverage of terrorist acts and catastrophic nation-state hacks from their all-risk policies. In some cases, insurers are offering significantly limited coverage against terrorist acts for additional premiums, which can greatly increase the total cost of casualty insurance for a property.property or cyber insurance. As a result, we, our investment funds, and their portfolio companies may not be insured or fully insured against terrorism or certain other catastrophic losses.

Our portfolio companies also rely on data and processing systems and the secure processing, storage, and transmission of information including highly sensitive financial, medical, and critical infrastructure data. A disruption or compromise of these systems, including from a cyber-attack, cyber-incident, or other outage, could have a material adverse effect on the value of these businesses. Our investment funds may invest in strategic assets having a national or regional profile or in infrastructure assets, the nature of which could expose them to a greater risk of being subject to a terrorist attack or security breach than other assets or businesses. Such an event may have adverse consequences on our investment or assets of the same type or may require portfolio companies to increase preventative security measures or expand insurance coverage. There is increasing regulation of data transfers as a national security issue that could limit how we and our portfolio companies are able to utilize data and those limits could have an adverse effect on our and our portfolio companies’ business results.

In the ordinary course of our business, we collect and store sensitive data, including our proprietary business information and intellectual property, and personally identifiable information of our employees, investors, potential investors, and others, in our data centers, on our networks, on our cloud environments, and with our third-party service providers. Such data may be subject to U.S. and foreign data protection and privacy laws and other contractual obligations. The secure processing, maintenance, and transmission of this information are critical to our operations. Although we take various measures and have made, and will continue to make, significant investments to ensure the integrity of our systems and to safeguard against such failures or security breaches, including mechanisms for governance, strategy, and risk management, there can be no assurance that these measures and investments will provide adequate protection. In this respect, the COVID-19 pandemic exacerbated these risks due to heavier and continued reliance on online communication and a hybrid work environment that continues, which may be less secure, and there has been a significant increase in malicious cyber activity involving ransomware, extortion, and business email compromise. In 2024,2025, Carlyle experienced no material cyber incidents and responded promptly and effectively to routine events, such as user errors, incidental data leakage, phishing campaigns, system misconfigurations, software failures, and vendor breach notifications, resulting in no material harm to Carlyle.

In addition, wewe, our employees, our investors, and ourthe employeespublic have been and expect to continue to be the target of fraudulent calls and emails, the subject of impersonations, and fraudulent requests for money, including attempts to redirect material payment amounts to fraudulent bank accounts, and other forms of spam attacks, phishing or other social engineering, supply chain attacks, ransomware, or other events. We also have been, and could in the future be, the target of a type of wire transfer fraud known as business email compromise where a third partythird-party seeks to benefit from misrepresenting an employee or fund investor by improperly authorizing a wire transfer or change in wire instructions. While our policies and procedures have been largely effective against this fraud to date, a significant actual or potential theft, loss, corruption, exposure, fraudulent use or misuse of investor, employee, or other personally identifiable or proprietary business data, whether by third parties or as a result of employee malfeasance or otherwise, noncompliance with our contractual or other legal obligations regarding such data or intellectual property, or a violation of our privacy and security policies with respect to such data could result in significant remediation and other costs, fines, litigation, or regulatory actions against us by the U.S. federal and state governments, the European Union, or other jurisdictions, or by various regulatory organizations or exchanges. Such an event also could disrupt our operations and the services we provide to investors, damage our reputation, result in a loss of a competitive advantage, impact our ability to provide timely and accurate financial data, and cause a loss of confidence in our services and financial reporting, which could adversely affect our business, revenues, competitive position, and investor confidence.

The use of artificial intelligence and machine learning technologies (collectively, “AI Technologies”), and the overall adoption of AI Technologies throughout society, create opportunities for us, our funds, investment vehicles and accounts, and portfolio companies, as well as new and unpredictable competitive, operational, legal, and regulatory risks. We use and plan to expand our use of AI Technologies in connection with our business and investment activities and selections, and our portfolio companies and investments also use such technologies.technologies, including but not limited to automation of operational tasks, identification of investment opportunity, investment due diligence, and investment decision-making. We and our portfolio companies continue to evaluate the rapidly evolving landscape of AI Technologies. Actual use of AI Technologies varies across our business, funds and portfolio companies, and investments. While we expect, from time to time, to adopt and adjust usage policies and procedures governing the use of AI Technologies by our personnel, there is a risk of misuse of such AI Technologies, failure of such AI Technologies to be available or to perform, orand data leakage on account of use of such AI Technologies, any of which could cause a material harm to us or our portfolio companies. In addition, some of our competitors may be more successful than us in the development and implementation of new technologies, including services and platforms based on artificial intelligence,intelligence to address investor demands or improve operations. If we are unable to adequately advance our capabilities in these areas, or do so at a slower pace than others in our industry, we may be at a competitive disadvantage.

In addition, AI Technologies are reliant on the collection and analysis of large amounts of data and complex algorithms. In this respect, it is not possible or practicable to incorporate all relevant data into models that AI Technologies utilize to operate. Therefore, it is expected that the data in such models will contain a degree of inaccuracy and error, potentially to a material degree, and that such data and algorithms could otherwise be inadequate or flawed, which would likely degrade the effectiveness of AI Technologies and could adversely impact us and our portfolio companies and investments to the extent we or they rely on the work product of such AI Technologies. We expect to be involved in the collection of such data only in the context of limited custom development of tools supporting bespoke AI product developments, but these tools are likely to contain and produce inaccurate information from time to time that will be difficult to identify and mitigate. In this respect, reliance on AI-generated data or analysis that contains “hallucinations” or errors could lead to flawed investment decisions or regulatory reporting inaccuracies.

Moreover, use of AI Technologies may include the input of sensitive personal information, trade secrets, and other protected data by both us and third parties and could result in the exposure of such information, for example, by becoming part of a dataset that is generally accessible by AI Technologies applications and users. AIData Technologiessources such as those we license and theirthose currentwe obtain via our business operations may become unavailable and potentiallimit futureour applications,ability includingto establish or maintain AI Technologies, or data sources may seek to enjoin our use or receive a portion of related revenue, which would result in the private investmentlosses and financiallimit sectors,our continuegrowth. toFor rapidlyexample, evolve,we may use and market our use of AI Technologies mayin requirea compliancemanner withthat legalchanges over time due to model error rates, staffing issues, compute limitations, or regulatoryother frameworksdevelopments that aremake notprior fullymarketing developedof or tested and which may subject us to litigation and regulatory actions. For example, the EU has enacted the AI Act and various other jurisdictions have proposed or finalized laws that create regulatory risk around theour use of AI Technologies orinaccurate, threatenand to limit or eliminate our ability to use AI Technologies. It is impossible to predictgiven the full extentspeed of currentthese orchanges, futurenot risksinform relatedinvestors thereto.of these changes before they go into effect.

ForWe instance,and regulatoryour investigationsfunds’ orportfolio penaltiescompanies relatedare subject to various risks and costs associated with the collection, storage, transmission, and other processing of personal data. This personal data protectionis failureswide couldranging leadand relates to negativeour publicityinvestors, employees, contractors, and mayother causecounterparties ourand investorsthird to lose confidence in the effectiveness of our security measures.parties. Any inability, or perceived inability, even if unfounded, by us to adequately address privacy and data protection concerns, or comply with applicable privacy laws, regulations, policies, industry standards, or related contractual obligations, oreven otherif legal obligations alsounfounded, could result in additional costregulatory and liabilitythird-party liability, increased costs, disruptions to business and could damage our reputationoperations, and adverselyreputational affect our business.damage.

In recent years, the financial services industry has been the subject of heightened scrutiny, which is expected to continue to increase, and the SEC has specifically focused on private equity and the private funds industry. In this respect, the SEC’s stated examination priorities and published observations from recent examinations have included, among other things, private equity firms’ collection of fees and allocation of expenses, their marketing and valuation practices, allocation of investment opportunities, investor side letter terms, consistency of firms’ practices with disclosures, handling of material non-public information and insider trading, disclosures of investment risk, conflicts of interest, adherence to notice, consent and other contractual requirements regarding limited partnership advisory committeescommittees, fiduciary standards of conduct, financial technologies, and compliance policies, and procedures with respect to conflicts of interest. Thethe SEC’s stated examination priorities also have included investment advisers’ and funds’ compliance with recently adopted rules, including those referenced herein. Statements by SEC staff in 2024 and the SEC’s enforcement and rulemaking activities reflected a focus on certain of these topics and on bolstering transparency in the private funds industry, including with respect to fees earned and expenses charged by advisers.

Moreover,In addition, the SEC has proposed and, in some instances, adopted a number of rules related to private funds and private fund advisors that impact our business and operations. For example, the SEC (in May 2023) and the SEC and CFTC jointly (in February 2024) adopted changes to Form PF, a confidential form relating to reporting by private fund advisers and intended to be used by the Financial Stability Oversight Counsel (“FSOC”) for systemic risk oversight purposes, that expand existing reporting obligations. Such increased obligations may increase our costs, including if we are required to spend more time, hire additional personnel, or buy new technology to comply effectively.

We are one of the world’s largest global investment firms thatand deploysdeploy private capital across itsour business,business. and weWe conduct our operations through three reportable segments: Global Private Equity, Global Credit, and Carlyle AlpInvest (formerly, Global Investment Solutions.Solutions).

•Global Private Equity — Our Global Private Equity segment advises our buyout, middlegrowth, market,real estate, and growth capital funds, our U.S. and internationally focused real estate funds, and our infrastructure and& natural resources funds. The segment also includes the NGP Carry Funds advised by NGP. As of December 31, 2024, our Global Private Equity segment had $163.5 billion in AUM and $98.0 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, 2024,2025, our Global Credit segment had $192.4$211.3 billion in AUM and $154.2$169.5 billion in Fee-earning AUM.

•GlobalCarlyle InvestmentAlpInvest Solutions— Our GlobalCarlyle Investment SolutionsAlpInvest segment advises global private equity programs that pursue secondary purchases and relatedfinancing of existing portfolios, managed co-investment programs, and secondaryprimary activities.fund investments. As of December 31, 2024,2025, our GlobalCarlyle Investment SolutionsAlpInvest segment had $85.1$102.0 billion in AUM and $52.1$66.0 billion in Fee-earning AUM.

Our carry fund portfolio appreciated 8% during 2024.2025. Within our Global Private Equity segment, our corporate private equity funds appreciated 8%,7%, with particular strength in our two latest vintage U.S. buyout and Japan buyout funds, which appreciated 15%17% and 21%,33%, respectively, during the year, outpacingand growthour latest Europe technology fund, which appreciated 20% during the year. As a result, the net accrued performance revenues in theour S&Pcorporate 493.private equity strategy increased. Our infrastructure and natural resources funds appreciated 8%,17%, and our real estate funds appreciated 5%.3%. Our Global Credit carry funds (which represent approximately 11% of the total Global Credit remaining fair value as of December 31, 20242025) appreciated 12%16% in 20242025 and carry funds in our GlobalCarlyle Investment SolutionsAlpInvest segment appreciated 9%.6%.

ActivityIn contrast to the muted transaction volumes in the broader market, activity across our platform in 20242025 reflectedpicked theup reboundsignificantly inrelative globalto deal activity during the year over depressed 2023 levels. During the year ended December 31, 2024, our net transaction and portfolio advisory fees of $152.5 million more than doubled from $68.6 million last year, driven by significant activity in our capital markets business.2024. We generated $28.6$34.1 billion in realized proceeds from our carry funds,funds in 2025, an increase of 19% from the prior year. We also continued to successfully execute public offerings during the year, including $12.4the billionIPO fromof our corporate private equity fundsMedline, which nearlywas doubledthe fromlargest $6.5public billionoffering inof realized proceeds in 2023.2025. We deployed $42.7$54.5 billion across our platform during 2024,2025, a nearlymore 50%than 25% increase comparedover to $28.8 billion in 2023,2024, which included $8.2$10.4 billion and $10.0$14.2 billion in invested capital in our Global Private Equity and GlobalCarlyle InvestmentAlpInvest Solutionssegments, segments.respectively. In our Global Credit segment, deployment of $24.5$29.9 billion in 20242025 included the closing of tennine new CLOs, and gross originations across our platform including $3.7$5.1 billion in our direct lending,lending andstrategy, investedwhich capitalhad inits ourhighest carry funds. Over one-thirdquarter of our realized proceeds in 2024 were generatedoriginations in the fourth quarter,quarter reflectingof 2025. In connection with the accelerationincrease in deal activity, our net transaction and portfolio advisory fees of deal$206.0 activitymillion for the year increased 35% from $152.5 million in the latter part of the year.2024.

RecentNotable Developments

In February 2025,2026, the Company’sour Board of Directors declared a quarterly dividend of $0.35 per share to common stockholders of record at the close of business on February 21,16, 2025,2026, payable on February 28,20, 2025.2026.

Revenues primarily consist of Fund management fees, Incentive fees, Investment income (including Performance allocations, realized and unrealized gains of our investments in our fundsfunds, and other principal investments), as well as Interest and other income.

Incentive fees. Incentive fees consist of performance-based incentive arrangements pursuant to management contracts, primarily from certain of our Global Credit funds,contracts 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.

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 allocationsallocation realizations from our GlobalCarlyle Investment Solutions,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 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.funds.

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 associated with our updated compensation program that has not yet been paid is also excluded from our net accrued performance allocations.

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 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 NGPNGP’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. For further information regarding our strategic investments in NGP, refer to Note 4, Investments, to the consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K.

Net investment income (loss) of Consolidated Funds. Net investment income (loss) 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 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.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.

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, subsequent to the updates made to our compensation strategy effective December 31, 2023, we generally allocate a range of 60% to 70% of performance allocations and incentive fees to our employees. As a result, the portion of performance allocations and incentive fees paid as compensation has increased and cash-based compensation and benefits has decreased in 2024 compared to the prior period.

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 certain general, administrative and other expenses when the timing of any future payment is uncertain, 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, which is generally approximately 45% of fee related performance revenues.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.

(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);

(f)the gross assets (including assets acquired with leverage), of certain cross-platform credit and direct lending products, excluding cash and cash equivalents,equivalents offor one of our business development companies and certain carry funds (included in “Fee-earning AUM based on lower of cost or 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 lower of cost or fair value and other” in the table below).

(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, closedreinsurance reinsuranceand 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. Inflows for the year ended December 31, 2023 include $26 billion of Fee-earning AUM related to closed reinsurance transactions at Fortitude.

(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 ourcertain businesscross-platform developmentcredit companies,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.

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 isare 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 GlobalCarlyle Investment SolutionsAlpInvest 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.

•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 MarchJune 31,30, 2026, our Global Private Equity segment had $159.0$162.7 billion in AUM and $99.1$96.6 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 MarchJune 31,30, 2026, our Global Credit segment had $209.5$211.1 billion in AUM and $166.4$167.6 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 MarchJune 31,30, 2026, our Carlyle AlpInvest segment had $106.9$111.7 billion in AUM and $67.9$70.2 billion in Fee-earning AUM.

The following table provides a breakout of the product offerings and related acronyms included in our total assets under management of $475$485 billion as of MarchJune 31,30, 2026 for each of our three global business segments (in billions):

Note: All amounts shown represent total assets under management as of MarchJune 31,30, 2026, and totals may not sum due to rounding. In addition, certain carry funds included herein may not be included in fund performance if they have not made an initial capital call or commenced investment activity.

(2)NGP Energy funds are advised by NGP Energy Capital Management, LLC, a separately registered investment adviser. We do not serve as an investment adviser to thosethese funds.

(5)Includes our business development companies (CGBD / CARS), Europe Direct Lending funds (EDLF / ETAC), and our evergreen fund (CDLF).

(6)Includes our Energy Credit (CEMOF) and Real Estate Credit fund (CNLI) funds..

In the firstsecond quarter of 2026, we deployed $10.0$14.3 billion across our platform and in$53.0 contrastbillion toover the decelerationlast intwelve LBOmonths. activityIn inour thetraditional broadercarry market,funds, we realized proceeds of $12.2$6.7 billion in ourthe traditionalsecond carryquarter funds,of 2026 and $36.8 billion over the last twelve months, including $6.9$2.9 billion inand realized$15.3 proceedsbillion, respectively, in our U.S.corporate buyoutprivate funds.equity strategy. We had $13.0$16.8 billion in inflows in the firstsecond quarter of 2026 and $52.5$55.8 billion in inflows over the last twelve months as of MarchJune 31,30, 2026. Inflows over the last twelve months include $7.7$7.3 billion in our evergreen wealth products, which had $19.0$20.1 billion in assets under management as of MarchJune 31,30, 2026, a nearly 80%64% increase from one year ago.

Our carry fund portfolio appreciated 1%3% in the firstsecond quarter. Within our Global Private Equity segment in the firstsecond quarter, our corporate private equity funds depreciatedappreciated (2)%2% as market price decreases in certain publicly traded positions offset appreciation elsewhere, our infrastructure & natural resources funds appreciated 9%6% driven by our international energy funds and appreciation in the NGP Carry funds, and our real estate funds appreciatedwere 1%.flat. Our Global Credit carry funds, which represent approximately 11% of the total Global Credit remaining fair value as of MarchJune 31,30, 2026, appreciated 4% in the firstsecond quarter. Carry funds in our Carlyle AlpInvest segment were flat in the first quarter.

In AprilJuly 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 MayAugust 18,17, 2026, payable on MayAugust 28,26, 2026.

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 fund 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.

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.

Accrued performance allocations and accrued giveback obligations at a point in time assume a hypothetical liquidation of the funds’ investments at their then currentthen-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.

In addition, realized performance allocations may be reversed in future periods if a fund’s investment values decline below certain return hurdles, which vary from fund to thefund, extent that such amountsand become subject to a giveback obligation. See Note 7, Commitments and Contingencies, for more information. The aggregate amount of giveback obligations realized since Carlyle’s inception totaled $264.6 million, $181.8 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 $88.5 million of the $264.6 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(i) portionamounts allocated to our investment professionals,professionals and other employeesemployees, (ii) non-controlling interests, and (iii) 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.NGP, Following the restructuring of the terms of our strategic investment in NGP in March 2025 (the “Restructuring”), our equity interests in NGP Managementwhich entitle us to an allocation of income equalup to 55.0% of the management fee related revenues earned by NGP Management forin existingcertain 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 fromby certain NGP fund general partners. For further information regarding our strategic investments in NGP and the Restructuring, refer to Note 4, Investments, to the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.

Net investment income (loss) of Consolidated Funds. Net investment income (loss) 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 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. 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 is not expected to have a material impact on the revenues or profitability ofof, or the assets available to, 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.

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.

(1)Ending balances as of MarchJune 31,30, 2026 and 2025 exclude $21.2$27.6 billion and $25.6$17.6 billion, respectively, of Pending Fee-earning AUM for which fees have not yet been activated.

(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, theincremental fee-earning collateral balance offrom new CLO issuances,issuances and resets, 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.

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 orand 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.

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”) funds and Carlyle AlpInvest Private Markets Secondaries (“CAPS”) funds, and (f) certain other structured credit and asset-backed finance products. As of MarchJune 31,30, 2026, our total AUM and Fee-earning AUM included $115.8$119.7 billion and $111.5$113.2 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 $36.7$39.9 billion and $32.3$33.5 billion, respectively, as of MarchJune 31,30, 2026.

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 treated as fee related performance revenues are excluded from these metrics. As of MarchJune 31,30, 2026, our total AUM included $230.7$236.6 billion of Performance Fee Eligible AUM.

The Company consolidates all entities that it controls either through a majority voting interest or as the primary beneficiary of variable interest entities. The fund entities we consolidate are referred to collectively as the Consolidated Funds in our condensed 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 MarchJune 31,30, 2026, our Consolidated Funds represent approximately 4% of our AUM; 2% and 2% of our management fees for the three and six months ended MarchJune 31,30, 20262026, respectively; and 11%20% and 18% of our total investment income or loss on an unconsolidated basis for the three and six months ended MarchJune 31,30, 2026.2026, respectively.

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 MarchJune 31,30, 2026, the assets and liabilities of the Consolidated Funds were primarily related to our consolidated CLOs, which held approximately $12.0$10.9 billion of total assets. Additionally, the Investments of Consolidated Funds included approximately $0.9$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.Company beyond the capital contributed by the Company to the Consolidated Funds. The majority of the net economic ownership interests of the Consolidated Funds are reflected as non-controlling interests in consolidated entities in the condensed 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 following table and discussion sets forth information regarding our condensed consolidated results of operations for the three and six months ended MarchJune 31,30, 2026 and 2025. Our condensed consolidated financial statements have been prepared on substantially the same basis for all historical periods presented; however, the Consolidated 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 these funds had no effect on net income attributable to the Company for the periods presented.

(12)Total decreaseincrease 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.